Universal
Registration
Document

2023

TABLE OF CONTENTS

1.
2.

3.

Message from the CEO

2

Key figures

4

The Believe business model

6

Presentation of the Group9

1.1 Company history10

1.2 Overview of the Group’s activities

11

1.3 Markets and competitive position

26

1.4 Group strengths and competitive
advantages

35

1.5 Strategy and medium- and longterm objectives

40

1.6 The Group’s organizationand headcount

4.
5.

Corporate governance

149 AFR

4.1 Governance151

4.2 The Board of Directors

155

4.3 Governing Bodies

185

4.4 Related-party and current
agreements and valuation
procedure186

4.5 Other information

187

4.6 Compensation of corporate officers 188

Review of the financial
position and results

209 AFR

5.1 Overview

210

5.2 Analysis of the results for the fiscal
year ended December 31, 2023
222

45

5.3 Cash, financial debt and equity

228

5.4 Outlook for 2024

235

Financial statements

239 AFR

6.1 Consolidated financial statements
at December 31, 2023

240

6.2 Parent company financial
statements at December 31, 2023

302

6.3 Statutory Auditors’ report on the
consolidated financial statements
and the separate financial
statements at December 31, 2023

323

Informationon the Company
and its shareholders

333

2.7 Methodological note and summaryof indicators
102

7.1 Information on the Company

334

7.2 Share capital

340

AFR

2.8 Report of one of the Statutory
Auditors, appointed as anindependent third-party
organization, on the verificationof the consolidated Non-Financial
Performance Statement

7.3 Share ownership

346

AFR

7.4 Dividend distribution policy

353

AFR

7.5 Stock market information
and relations with shareholders
and investors

354

AFR

Additional information

359

8.1 Persons responsible

360

AFR

361

AFR

Corporate social
responsibility

49 AFR

2.1 Shaping Music for Good: a strategyaligned with Believe’s values

50

2.2 Analysis of the risks andopportunities related toGovernance, Social andEnvironmental issues

57

2.3 An ethics and deontological system
as close as possible to employees,
artists and labels

67

2.4 Employees at the heart of Believe’sbusiness model and Shaping Musicfor Good69

2.5 A committed player serving artists
and labels, and local communities

85

2.6 Actions on the ground in favorof the environment

91

Risk factors and risk
management

112

117 AFR

6.
7.
8.

3.1 Main risk factors

118

3.2 Risk management and internal
control system

8.2 Persons responsible for auditing
the financial statements

139

8.3 Documents available to the public361

3.3 Insurance

147

8.4 Glossary

362

8.5 Cross-reference tables

364

THE ITEMS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THE TABLE OF CONTENTS USING THE AFR PICTOGRAM

www.believe.com

2023

Universal
registration
document
Including the annual financial report
and the non-financial statement

The Universal Registration Document was filed on March 26, 2024 under registration number D.24-0181 with
the AMF, in its capacity as competent authority under Regulation (EU) 2017/1129, without prior approval inaccordance with Article 9 of said regulation.
The Universal Registration Document may be used for the purposes of an offer to the public of securities oradmission of securities to trading on a regulated market, if it is supplemented by a securities note and, if
applicable, a summary and the supplements thereto. The resulting package is approved by the AMF in
accordance with Regulation (EU) 2017/1129.
The Universal Registration Document, including the annual financial report, is a reproduction of the official
version of the Universal Registration Document, which was prepared in XHTML format and is available on
the AMF's website as well as on Believe's institutional website.

Universal registration document 2023 - Believe1Message fromthe Chairman
and Chief
Executive Officer
DENIS
LADEGAILLERIE

For the third consecutive year, revenue growth and theimprovement in our profitability were again on theagenda in 2023. These results stem from theremarkable work of our teams, in line with our mission
to develop artists and labels at each stage of theircareer, providing expertise, respect, fairness andtransparency.
In 2023, we continued to recruit talent, invest intechnology and innovate with our partners, with a viewto maximizing the commercial value and cultural
relevance of the artists and labels who trust us, by
supporting their creativity and the development of
their audiences. We identify artists and labels early on
and help them increase their notoriety, as well as
supporting mid-level artists and labels in their growth
to become the best in their market segment. Lastly, we
help artists and labels already at the top of the music
charts to reach new heights.
We contribute to their commercial success. The morevalue we create in partnership with them, the more weshare the value we have created together. Our priority
in 2023 - and which will remain the same in 2024: toinvest and innovate in order to create more value forour artists and labels and capture more value acrossall our activities.

2

Universal registration document 2023 - Believewww.believe.com

Message from the Chairman and Chief Executive Officer“In 2023, we continued to recruit talent, invest in technology andinnovate with our partners, with a view to maximizing thecommercial value and cultural relevance of the artists and labels
who trust us, by supporting their creativity and the developmentof their audiences.”

In Premium Solutions, our ongoing investments inteams and innovation have enabled our labels to growfaster than the market and launch more artists in the
top 200 than ever before in Believe’s history. In
Automated Solutions, we launched new functionalities
and a unique marketing program called TuneCore
Accelerator, which supports the development of selfreleasing artists. We also continued to build a leader in
Asia, including the launch of the complete Believe
offering in Japan.
With the acquisition of Sentric in March 2023, we alsoachieved a first step in the deployment of a global
and comprehensive music publishing offering. We
finalized its integration during 2023, with a view tocommercially extending this activity across all Believe
regions and conducting it on a large scale, as we didfor recorded music.
From a financial point of view, our profitable growthstrategy resulted in an increase in the adjusted EBITDA
profit, reflecting both our investment and the strong
positioning of our model, and the continued search for
efficiency, which we monitored throughout the year.

Lastly, Believe continued its efforts to promote a fairand equitable ecosystem in the music industry, in linewith the goals of the company's "Shaping Music forGood" corporate social responsibility program. This
resulted, notably, in the continuous improvement ofequality and parity within the Group, with women
representing 46% of our headcount. We also
supported the fight against streaming fraud, which can
only be detrimental to artists.
It is with our artists and employees, our two hearts
that beat in unison, that we will pursue our strategy of
profitable growth and our investments to support it. It
is also with them that we will continue to transform thedigital music sector, and develop fair and equitablemusic ecosystems in each of our markets.

Denis Ladegaillerie
Founder, Chairman and Chief Executive Officer

Universal registration document 2023 - Believe32023 KeyfiguresFranceGermany€147.8m€110.9m

REVENUESREVENUES

16.8%

12.6%

699

264

1

1

OF GROUP REVENUEEMPLOYEESCOUNTRY

OF GROUP REVENUEEMPLOYEESCOUNTRY

Europe(excluding France and Germany),
including Russia and Turkey€264.6m
REVENUES

30,1%

OF GROUP REVENUE

327

EMPLOYEES

13

COUNTRIES

Americas€128.1m
REVENUES

14.6%

OF GROUP REVENUE

187

Asia/Pacific/
AfricaEMPLOYEES

8€228.9m

COUNTRIESREVENUES

26.0%

OF GROUP REVENUEA TECHNOLOGYCENTRAL PLATFORM
IN FRANCE,A FOOTPRINT
IN

50

4

442
EMPLOYEES27

COUNTRIESCOUNTRIES

Universal registration document 2023 - Believewww.believe.com

Key figures

1.2Md

€

DIGITAL MUSIC SALES

94%880.3mPREMIUM
SOLUTIONS€

6%

REVENUESAUTOMATEDSOLUTIONS+

15.7% + 14.4% 5.7%

REVENUE GROWTH

ORGANIC GROWTH

1.35 million+

ADJUSTEDEBITDA MARGIN

100

DIGITAL DISTRIBUTION PLATFORMS
DIGITAL SERVICE PROVIDERSARTISTS DIRECTLY OR TROUGH THEIR LABEL

1,322

1,919

PREMIUM AND AUTOMATED
SOLUTIONS597

EMPLOYEESCENTRAL PLATFORM

46% 54% 8%

WOMEN

MEN

SHAPERS94%

TRAINING RATE** Employees who attended at least one training course during the year.

Universal registration document 2023 - Believe

5

The

business

Shaping Music for GoodARTISTS SERVICES

Emerging and EstablishedLabels & Artists

PREMIUM SOLUTIONS

Established and
Top Labels & Artists

Tailored go-to-market and audiencedevelopment strategies
50% tech / 50% music and digital expertise
Revenue share model

LABEL AND ARTISTS SOLUTIONSDistribution, marketing and digital promotion
70% tech / 30% music and digital expertise

Music creators andself-distributed artists

SOLUTIONS

Revenue share model

AUTOMATED

1.3 million artists, directly or through their labels

Believe’s mission is to develop artists at every stage of their career and development, in all local markets

TUNECORE
Tech distribution platform for music creators
100% tech
Subscription model

The Group’s Business model is supported by the four priorities of its corporate social

RESSOURCES

6

HUMAN
CAPITALCAPITAL TECH
& INNOVATIONOPERATING
CAPITAL• 597 experts in the central platform• 1,322 music and digital experts• Training and monitoring• Compliance practices• Proprietary and scalable technologicalplatforms (Backstage, TuneCore)• Data collection, processing
and analysis capacity• Innovation in functionalities& services adapted to new
digital practices• Cybersecurity and data protection• A central platform that develops
all solutions and innovations• (products, formalization anddeployment strategies for oﬀers, etc.)• A local network deployed in+50 countries

Universal registration document 2023 - Believewww.believe.com

The Believe business model

model:
around the world, with respect, expertise, fairness and transparency.

93.7% of revenue

Streaming platforms

60 to 65% of recording
fees collected by Believe
through the DSPs paid
to artists and labels+100 DIGITAL PARTNERS
Social media platforms

6.3% of revenue
80% (freemium model)
to 100% (paid model)of royalties paid
to creators

responsibility (CSR) strategy: Shaping Music for Good.

SHARED VALUE CREATIONWITH OUR VARIOUS STAKEHOLDERSFINANCIALCAPITAL

ARTISTS, LABELS& BUSINESS PARTNERS

LOCAL COMMUNITIESAND THE MUSIC INDUSTRY• Solidary founding shareholder• 182.3 million in net cash equity• Partnerships with digital service
providers (DSP)• Targeted acquisition policy
to accelerate growth• Training & expertise (Artist Resources,
TuneCore Rewards and Master Class
solutions)• +317 billion streams on the 9 main DSPs
• +1,331 billion views on YouTube• +1.2 billion in DMS(Digital Music Sales)• Transparent and fair contracts
and compensation• Customer NPS• Tiktok preferred partner• Around 140 shapers (ambassadors)• +1,000 participants in our solidarity
month Shaping Together• “Be the Change” study on womenand minorities in the music industry
to the internal Your Voice survey• Support for under-represented
minorities• 1,265.5 TeqCo2 (scopes 1 & 2)
vs 708 TeqCo2 in 2022

Universal registration document 2023 - Believe

7

8

Universal registration document 2023 - Believewww.believe.com

1

Presentation of the Group
1.1

Company history

10

1.2

Overview of the Group’s
activities

11

1.2.1 Believe connects musical artists
and digital music platforms
1.2.2 Its positioning in the industry value chain
puts the Group at the core of the digitalmusic revolution
1.2.3 Believe is a global digital platform offeringa high quality of service thanks to its
musical, digital and technological expertise
1.2.4 Believe provides solutions for artists ateach stage of development, from music
creators to top artists

1.3

Markets and competitive
position

1.3.1 The digital recorded music market is
growing strongly
1.3.2 The Group operates in complex legislativeand regulatory environments

1.4Group strengths andcompetitive advantages

1.4.1 Believe has a solid positioning at the heartof the digital music revolution, benefitingfrom the growing adoption of streaming
and better sharing of value between artists
1.4.2 A global digital platform offering top
quality service thanks to digital expertiseand technology

11

13

15

20

26
26
30

1.4.3 Believe offers a differentiated model
providing tailored high value-added
solutions to labels and artists at eachstage of their career
1.4.4 A management team led by the founderleads the strategy
in line with the corporate project Shaping
Music for Good
1.4.5 Believe's model drives strong operating
leverage and relies on optimized capital
allocation

1.5

1.5.1 Reinforce the Group’s appeal by expanding
existing capabilities through significant
investment in the Central Platform
1.5.2 Pursue investment in local teams
to support organic growth globallywith a rigorous and proven strategy
1.5.3 Accelerate revenue growth througha targeted external growth strategy
1.5.4 Medium-term and long-term outlook

1.6
35

35

Strategy and medium- andlong-term objectives

The Group’s organizationand headcount

1.6.1 Simplified organizational chart
1.6.2 Main subsidiaries
1.6.3 Headcount

37

38

39

40
41

41
42
43

45
45
46
47

36

Universal registration document 2023 - Believe91Presentation of the Group
Company history

1.1 Company history
Founded in 2005 by Denis Ladegaillerie, the Believe
Group developed in the digital recorded music sector andquickly began making catalogs of musical tracks available
for download on digital platforms (Apple Music, Fnac,
Virgin).
In 2007 and 2008 respectively, two French venture capitalfunds, XAnge and Ventech, invested in the Company,
primarily to expand the Group's business internationally.
In 2010, the Group started distributing its catalogs on
digital service providers such as Spotify and Deezer. The
Group launched Backstage, a unique interface allowing
artists and labels to manage, promote and analyze theperformance of their music on the platforms served byBelieve.
In 2012 and 2013, the Group continued its international
expansion, setting up operations in Southeast Asia,
Eastern Europe and Latin America, with over 100
employees.
In 2015, US venture capital funds TCV and GP Bullhoundinvested in the Company as part of a fund-raising
operation. The Group’s two historical financial
shareholders, XAnge and Ventech, also participated, inorder to finance growth of the Group’s activities andnotably its acquisitions.
Through this fundraising exercise, the Company acquired
the US company TuneCore in the same year. Thisacquisition enabled the Group to structure its automatedoffering for music creators and self-releasing artists and tocontinue to develop activities in the United States. At theend of 2015, the Company acquired Musicast, a French
distribution company specialized in urban music.
In 2016 and 2017, the Group continued to expand its
activities, acquiring the independent label Naïve in France(2016), launching the All Points label in France and theUnited Kingdom (2017), and acquiring the German
distributor Soulfood (2017).
In 2018, the Group acquired Groove Attack, an
independent German distribution company specialized in
hip-hop, as well as Nuclear Blast, the leading international
metal label based in Germany. The Group also acquired a
49% stake in Lili Louise Musique, which owns the Frenchlabel Tôt ou Tard. These labels specialize in traditionalmusic genres (metal and French singer-songwriters), forwhich the transition to digital is in its early stages.
In 2019, Believe expanded its operations in several
emerging countries, such as Chile, Peru, Malaysia andVietnam. In this context, Believe also acquired threecompanies in India to strengthen its service offering. The
Group thus acquired Venus Music Private Ltd, which
includes a catalog of Bollywood music from the 1980s,
Entco Music Private Ltd, specialized in the production oflive events, and Canvas Talent Private Ltd, specialized inservices to artists.

10

Universal registration document 2023 - Believe

In France, the Group acquired a 49% stake in 6&7 SAS,
which operates the label of the same name, specializing in
pop music.
In 2020, the Group acquired a minority stake in IRCAM
Amplify, a subsidiary of IRCAM (Institute for Research andCoordination in Acoustics/Music), tasked with creating value
from its licenses and expertise, and part of which
specializes in the enhancement and indexing of music
content databases, as well as music content
recommendation. Believe also acquired Soundsgood, aFrench company specializing in innovative digital promotion
technologies. In the same year, the Group reinforced its
service offering in Turkey with the acquisition of a majority
stake in DMC group, a leading label in Turkey.
In 2021, Believe crossed a new threshold in its
development by going public. The Group’s shares wereadmitted to trading on the Euronext Paris regulated market(ISIN code FR0014003FE9, ticker symbol BLV) on June 10,2021. The funds raised provided the means to pursue thestrategy of targeted acquisitions and thus accelerate theGroup’s development.
During the second half of 2021, Believe finalized several
acquisitions. The Group took a 25% stake in Play Two, theleading independent label in France and a subsidiary of the
TF1 group, as well as a 51% stake in Jo&Co, a label boastinga strong reputation. These transactions diversified Believe’scatalog in France with a greater number of music genres in
the process of digital transition. The Group continued its
expansion in Asia, which is set to become the mainrecorded music market over the next ten years (sources:
MIDiA Research, IFPI). The Group thus acquired a 76% stakein SPI Music. The Group also made an equity investment of
15% in Viva Music and Artists Group, the leading label in
the Philippines (a market that is expected to enter the
global top 20 in the next few years, according to theGroup’s estimates) and one of the biggest labels inSoutheast Asia.
In 2022, Believe continued to invest in its Central Platform,
intrinsic to the Group's business model, and in thedevelopment of local teams. After pausing its external
growth policy at the end of February in a context of
economic downturn, the Group resumed investing at theend of the year in view of the resilience of the musicindustry and the stability in label valuations. Believe thus
set up a joint venture with Madizin in Germany. In France,
Believe also entered into a partnership with DJ Bellek,
acquiring a stake in its Morning Glory label, and setting up
a joint venture with Structure PY alongside Yann
Dernaucourt and Pierre Cornet, who have discovered a
wealth of new talent on the French scene.
In 2023, Believe acquired Sentric, an independent music
publishing technology platform, the first step in the rollout
of a comprehensive global music publishing business.
The Group also seized catalog acquisition opportunities inFrance and India.

www.believe.com

Presentation of the Group
Overview of the Group’s activities

1.2

Overview of the Group’s activities

1.2.1 Believe connects musical artists and digitalmusic platforms
The Group is one of the leaders in the digital music
market for independent labels and local artists. The Grouphas extensive experience in the development of digitalartists and optimization of catalogs. The Group has
designed its model to be at the core of the digital music
revolution and thus in a position to benefit from positive
structural market trends.
The Group’s business model involves sharing therevenues generated through streaming and social media
platforms with artists. The growth in this source ofrevenue is due to the Group’s appeal to local artists andlabels as well as to structural changes in the market.
Its international presence is a key differentiator, as theGroup began investing very early on, outside of France
and particularly in European and Asian markets, where
the Group has been able to build strong positions inrecent years.
While the penetration rate of paid subscription streaming
is high in some mature markets such as the Northern
Europe countries, it is still relatively low in some otherdeveloped countries where the recorded music market issignificant. This is the case in Western Europe and certain
so-called emerging markets, such as Latin America,
Eastern Europe and the Asia-Pacific region, where there isvery significant potential for growth.
The Group has built up a solid presence in France, its
historical country of operation, and in Germany with theacquisition of the Nuclear Blast label and the distribution
company Groove Attack in 2018. These two countries
represented respectively 16.8% and 12,6% of consolidated
revenue for the fiscal year ended December 31, 2023.
The Group is also present in many European countries
other than France and Germany, which together
represented 30.1% of consolidated revenue for the fiscal
year ended December 31, 2023, including in particular theUnited Kingdom, Italy and other less mature markets such
as Turkey and several Eastern European countries. The
Group began investing in Asia 10 years ago, where it
occupies a leading position, and is now present in 14

countries. Believe has significant development potential in
Asia, Oceania and Africa, which together represent 26.0%
of consolidated revenue for the fiscal year ended
December 31, 2023. Lastly, the Americas region
represents 14.6% of consolidated revenue for the fiscal
year ended December 31, 2023.
The Group primarily targets digital music genres, which aremainly promoted and marketed on streaming and social
media platforms. The revenue generated on these platforms
is also the main source of monetization for artists in thegenre in question. Traditional music genres mainly rely onchannels such as television and radio for their promotion
and marketing. Sales of recorded music in traditional genres
have a greater physical component (CD, Vinyl,
Merchandising, etc.) than in digital genres.
Believe also provides dedicated offers for digital artists
and labels according to their needs and stages ofdevelopment. The Group is thus organized as a global
digital platform that develops high value-added
technological solutions for all artists, tailored to each stageof their career, whether they are music creators,
emerging artists, established artists or top artists(1). Thisapproach, which covers all categories of artists, frommusic creators to top artists, is another differentiating
factor, as Believe is one of the only music groups to offer
solutions tailored to each stage of the artist's career.
The Group has built a unique model based on a scalable
central technology platform through the intensive use ofdata, which makes it possible to provide the same level ofservice across all regions while generating economies ofscale. The teams deployed in local entities rely on the
products and solutions developed by the Central Platform
to support the development of local artists and labels. This
organization enables the Group to run its businesses
efficiently and profitably. This organization, based on aCentral Platform and strong local teams with in-depth
musical and digital expertise, trained to make the best useof the tools and solutions developed centrally, makes it
possible to offer the best possible quality of service.

(1) The Group classifies the artists it serves (directly or via their labels) into music creators, emerging artists, established artists, and top artists
according to the revenue they generate. The revenue threshold for each category of artist varies according to the geographic market inquestion.

Universal registration document 2023 - Believe111Presentation of the Group
Overview of the Group’s activities

With 1,919 employees as of December 31, 2023(1) and apresence in more than 50 countries(2), the Group benefits
from cutting-edge technologies, and is able to offer artists
and labels all over the world its expertise in music, digitalmarketing and data analysis, supported notably by over
250 product and IT experts.(3) The Group manages several
commercial brands, including Believe, TuneCore, Nuclear
Blast, Naïve, Groove Attack, Allpoints, Ishtar and Byond.
This quality of service is reflected in the development ofdigital audiences in all local markets. In addition, theGroup operates with respect, expertise, fairness andtransparency, which are the core values of Believe and its
corporate project. The Group uses the following
breakdown for reporting purposes, corresponding to thetwo business activities carried out by the Group as partof its offering(4):i) Premium Solutions, which consists mainly of the sale,promotion, marketing and delivery of digital content
provided by labels and artists for which the Group is
responsible for developing the catalog on streaming
and social media platforms, using a shared revenue
business model, as well as, to a lesser extent, solutions
to support the development of artists in the areas ofphysical sales, derivative products, synchronization(5)and neighboring rights. Through the acquisition of
Sentric, Believe also expanded its music publishingcapabilities. The Premium Solutions segment
accounted for 61.9% of DMS (4), 93.7% of consolidated
revenue and 92.1% of the Group’s consolidated
adjusted EBITDA (excluding the Group's adjusted
EBITDA contributed by the Central Platform) for the
fiscal year ended December 31, 2023;
ii) Automated Solutions, whereby the Group enables
music creators, via its TuneCore digital platform, todistribute their audio content in an automated manner
to digital service providers and social media platforms

in return for a subscription fee. Access to this platform
may, at the choice of the music creator, be
supplemented in particular by synchronization andmusic publishing solutions already based on Sentric,
one of the most advanced solutions on the market andcapable of managing self-releasing artist rights in a
profitable manner. The Automated Solutions segment
accounted for 38.1% of DMS, 6.3% of consolidated
revenue and 7.9% of the Group’s consolidated
adjusted EBITDA (excluding the Group's adjusted
EBITDA contributed by the Central Platform) for the
fiscal year ended December 31, 2023.
The Group develops technological solutions and digitalmarketing strategies to make available, commercialize andpromote audio and video content produced by each tierof the market on digital platforms and social media. In
2023, the content made available by the Group generated
more than 317 billion streams on the nine main streaming
platforms and more than 1,331 billion views on YouTube.
These streams and views form the basis of the DMS(Digital Music Sales)(6) generated by Believe and whichcorrespond to the gross amount before payment to theartists of the sums paid by the streaming and social media
platforms. The Group derives the majority of its DMS
from licensing digital audio and video content tostreaming and social media platforms.
In order to benefit from the rights it distributes, the Group
enters into contracts with producers of audio or video
content, i.e. artists, where the artist concerned has chosen
to record and exploit his or her content himself or herself,or labels, which artists may use to record and exploit theircontent. Under these contracts, an artist or label grants
the Group the right to market all or part of its catalog indematerialized, digital form. When the contract is signedwith a label, the Group has no direct contractual
relationship with the artists included in the label’s catalog.

(1) The Group also relies on the expertise of over 200 external consultants in the countries where it is present.
(2) The countries in which the Group is present are those where the Group has a local presence through its employees and/or external consultants.
(3) Including employees and consultants.
(4) Certain costs of centralized operational functions are also allocated to the Central Platform, which is not an operating segment under IFRS 8(see Chapter 5, “Review of the Group's financial position and results” in this Universal registration document).
(5) As part of its synchronization solutions, the Group manages the copyrights of artists relating to the use of their music works to enhance an
audiovisual work, and collects the associated payments.
(6) “DMS” (Digital Music Sales) are a relevant indicator for the Group of the volume of business generated by streaming and social media
platforms and correspond to the gross amount of payments made to the Group by said streaming and social media platforms in return for theprovision of audio and video content by the Group (excluding amounts related to music publishing). For a given fiscal year, DMS correspond:(i) for the Premium Solutions segment, to invoices issued and to be issued in respect of the fiscal year in question in return for the provision ofaudio and video content to streaming and social media platforms (they correspond to the digital revenue of the Premium Solutions segment);(ii) for the Automated Solutions segment, to invoices issued and recognized over the fiscal year in question in return for the provision of audio
and video content to streaming and social media platforms. Invoices are prepared on the basis of financial statements provided by theplatforms. A portion of the amount of the DMS is then paid to the artists and labels as part of the Premium Solutions. Under AutomatedSolutions, the entire amount of the DMS is paid to the artists and labels, with a possible margin withheld depending on the type of service.
DMS is not an IFRS-defined measure and the definition used by the Group may not be comparable to that used by other companies for similar
indicators. This indicator should not be considered as a substitute for revenue presented in the Group's financial statements prepared inaccordance with IFRS.

12

Universal registration document 2023 - Believewww.believe.com

Presentation of the Group
Overview of the Group’s activities

The Group’s model is supported by an ambitious Corporate
Social Responsibility (CSR) strategy, aligned with Believe's
core values and with the objective of having a positive longterm impact in the music industry. The corporate project,
named Shaping Music for Good, is based on four pillars:i) as a priority, develop diverse local talents in their local
markets by supporting local artists and labels at every
stage of their career thanks to local teams present
around the world, placing the emphasis on diversity,
inclusion and equity;ii) cultivate talent for the digital music era by supporting
the transition of artists to the digital world bydeveloping and training a new generation of digitalmarket experts;iii) build trusting relationships through respect, fairness
and transparency with all stakeholders to promote andprotect the interests of its artists and labels, and thoseof its employees; andiv) empower Believe's communities to have a long-term
positive impact on society by leveraging technology,
reducing their environmental footprint, and rolling out
a network of ambassadors for sustainable
development.
The CSR strategy is described in detail in Chapter 2 of this
Universal registration document.

1.2.2 Its positioning in the industry value chain puts the Groupat the core of the digital music revolution
The strong growth of the digital music market andstreaming in particular, and the emergence of new digitalmeans of production and distribution for artists andlabels, have led to the transformation of the value chain in
the music industry. Positioned at the heart of thisrevolution, the Group believes that it has become acentral player in the digital music industry with its offeringof high value-added technological solutions adapted toeach stage of the development of artists.
In the traditional music industry value chain (before thedigital disruption), music production and artist
development were typically linked and coordinated by asingle player, the artist’s record label.
The emergence of digital technology has enabled thedevelopment of technological tools that facilitate thecreation and production of music by artists. As such, theirmain needs now relate to obtaining distribution channels
and implementing marketing strategies that enable themto share their content quickly, efficiently and widely with
their target audiences. The Group aims to meet theseneeds, while giving artists complete autonomy in theirartistic production, by focusing on the development ofinnovative solutions to develop their careers.
The Group uses digital service providers as its main
channel for delivering content. These providers generate
their revenue mainly from subscriptions paid by theirusers, for paid offers, and from advertising remuneration
paid by advertisers, for free ad-funded offers. The
providers then pay amounts, calculated according topredefined formulas, to the distributors (such as theGroup) or, where applicable, to the producers (artists andlabels) and the publishers directly, in return for delivering
the content.

It is generally estimated that around 50% of the value of thestreaming market is thus retained by distributors andproducers, via the amounts paid by the platforms, withpublishers receiving about 20%, while the remaining 30% is
retained by the platforms, as their profit.(1)Licensing contracts with streaming andsocial media platforms at market
standards
The Group enters into license agreements with the digital
service providers such as Spotify, YouTube (through
Google), Apple Music, Amazon, Tencent MusicEntertainment and Deezer, and social media platforms,
such as Instagram (through Meta) and TikTok. Under
these agreements, it grants these platforms a license foraudio or video content for a certain period and within adefined region. These contracts are the basis of solid
partnerships with the platforms and include clauses
favorable to the development of artists, which is anabsolute priority for the Group.
This license allows the platform to exploit the Group’scontent (including the sound and/or video recording, as
well as the accompanying elements and associatedmetadata) via the services operated by the platform
concerned, whether for streaming, download or creatinguser-generated content.

(1) For example, in 2023, Spotify’s cost of sales, which mainly corresponded to the amounts paid to labels and record companies together withother expenses such as credit card payment fees, customer service fees and certain personnel costs, accounted for 73% of its revenue frompaid services (source: Spotify 2023 Annual Report - February 2024).

Universal registration document 2023 - Believe

131Presentation of the Group
Overview of the Group’s activities

The rights granted to the platforms cover in particular theright for the latter to reproduce the sound and/or video
recordings on their servers, the right to communicate
them to the public via the platform, and the right toauthorize users to reproduce these recordings in videos
posted on the platform. For video content sharing
platforms, these rights allow users to upload content tosaid platforms. Identical rights are granted to the platform
regarding the elements accompanying recordings, suchas the booklet, cover art or the artist’s biography.
Each contract also defines the methods for calculating theamounts due to the Group by the platforms.
These calculation methods vary according to the content
monetization method used by the platforms dependingon whether the monetization is by paid subscription or
ad-funded streaming.
Amounts due to the Group are generally structured as asharing mechanism of revenue generated by streaming orsocial media platforms, as the case may be, from paid
subscriptions by users, or from revenue they earn fromadvertising, and to a lesser extent, from the sale of music
for download.
For digital service providers' subscription-based offerings,
the amount due to the Group is generally equal to (i) themarket share (based on the number of plays, defined
below) of the content made available by the Group on theplatform multiplied by (ii) the higher of (a) a fixed amount
per user or (b) an amount resulting from the applicationof a percentage to the revenue generated by the platformfrom subscription-based offerings.
For download offers, the amount due to the Group is
generally equal to a percentage of the amount paid by theend user to acquire the music.
For free ad-funded services, the amount due to the Group
is calculated based on how often the content uploaded tothe platform is listened to or viewed. In general, it is equal
to the market share of the content made available by theGroup on the platform, multiplied by an amount resulting
from the application of a percentage to the advertising
revenue generated by the platform.
For audio and video content, the market share corresponds
to a percentage calculated by comparing the number ofplays or views generated on the platform over a given
period by the content made available by the Group (forexample, a stream is generally counted when it lasts morethan 30 seconds) with the total number of plays or views
generated on the platform over the same period.
Some contracts may also provide for a minimum
guarantee payment, which is non-refundable by theGroup but generally recoverable, similar to an advance on
payments received by the Group, or provide for thepayment of additional amounts, conditional on the Group
meeting certain qualitative criteria.

14

Universal registration document 2023 - Believe

The payment terms for amounts due from platforms
under the Group’s main contracts are generally between
30 and 60 days following receipt of the invoice or the endof the calendar month of the current period.
Contracts with digital service providers are usuallyconcluded for periods of one to three years, with thepossibility of renewal. They may be terminated in advanceby either party, in particular in the event of a serious
breach of their terms, and almost all of them areconcluded on a non-exclusive basis.
The contracts entered by the Group generally include an
obligation for the streaming and social media platforms toprovide the Group with periodic sales reports, including,in particular, the number of streams generated by thecontent made available by the Group, the number ofusers of the platform and other information necessary to
calculate the amount due.
The Group entity signing the contracts with the platforms
is, in most cases, Believe International, a wholly-owned
Believe subsidiary, with entitlement to the rights coveredby the contract extended to all Group entities.
With the acquisition of Sentric, the Group now signs
contracts covering music publishing with its digital
partners. When a song is listened to on streaming andsocial media platforms, the platform, as the exhibitor of
the song, must pay to the rights holder(s) and/or to a
publisher if the author is represented by a publisher: (i)performance royalties (for the author's share and the
publisher's share); and (ii) mechanical royalties.
During the music industry's technological revolution in theearly 2000s, traditional publishing rights collection
organizations (PROs) struggled to keep up with the
explosion of streaming and social media platforms
entering the music industry, and therefore specialized
digital rights licensing hubs were set up to collectrevenues from online use by streaming and social media
platforms only. These licensing hubs operate global
licenses, which cover several countries for certain types ofcomposition. Due to the complexity of the rules for BIEM
authors (International Bureau of Companies Managing
Registration and Mechanical Reproduction Rights), thedigital licensing hubs only collect revenue for authors of
non-BIEM PROs, and BIEM authors receive theirmechanical and performance royalties from the use of
their work(s) on streaming and social media platforms
directly from their respective PROs. Sentric’s digital
licensing partner was AMRA until December 31, 2023.
Sentric changed partner as of January 1, 2024 and now
works with SACEM.

www.believe.com

Presentation of the Group
Overview of the Group’s activities

1.2.3 Believe is a global digital platform offering a high qualityof service thanks to its musical, digital and technologicalexpertise
The Group has built a unique model based on a central,
data-driven, scalable technology platform making it
possible to guarantee the same level of quality of service
across all regions while generating economies of scale.
Technology and data are at the heart of the Group’sbusiness model and are used by all Believe's key
functions, from the processes of ingesting, controlling,
and delivering audio and video content, to the processesof collecting and managing payments, identifying artists,
marketing and promotion, and analyzing data. Local
teams rely on this leading technological platform tosupport the development of artists and labels and to
conduct their activities efficiently and profitably.
The Group’s activities thus require substantial investments
in technological tools in order to operate a complex
operational model capable of processing high volumes ofcontent and data on a global scale, on a significant
number of platforms. These investments support theGroup’s growth.
The Central Platform developed by the Group gives it aclear competitive advantage, which the Group intends tomaintain in the future by continuing to invest in further
developing its content management and platform delivery
tools, improving its artist and label interfaces (Backstagefor Premium Solutions and TuneCore for AutomatedSolutions), developing its data management and analysis
systems in order to improve its ability to identify highpotential artists, and continuing to develop and automate
digital marketing and promotion tools.
Finally, the Group intends to invest in the structuring andintegration of its proprietary tools with third-party
systems, in particular for its support functions such as
finance and human resources, in order to further improve
its productivity.

A digital DNA providing an unparalleleddigital music business intelligence
Data analysis is central to the digital music business.
It improves and further automates the ability to identify
talent, providing the Group’s sales teams with the tools to
detect trends and high-potential artists.
Access to reliable and accurate data analysis tools is alsoessential to attract and retain artists and labels andoptimize their audience. Data analysis also helps theGroup to improve its business performance by refining its

knowledge of the music landscape, enabling it to better
meet the needs of artists and labels. It also allows theGroup to define its international expansion strategy andto better respond to the changing requirements of digital
service providers.
The Group’s data analysis tools provide information on thenumber of streams of a track, or an album generated on agiven platform on a consolidated basis. These tools also
make it possible to identify the method of consumption on
the platform – for example, a stream generated through aplaylist created by the user, through an album or artist
page or through a recommendation generated by theplatform. Artists also have real-time access to information
about the entry of his or her tracks into playlists, with easy
access to the name of the playlist, the number of users
following this playlist or its listening duration. Artists also
have information about their audience, with a breakdownof streams by age group and gender.

Tools for the management and deliveryof content to the platforms – evolving
technologies to efficiently manage large
volumes at scale
The Group relies on sophisticated digital tools andprocesses for the reception, management and delivery ofcontent, in order to respond to the specificities of eachpartner platform on the one hand, and to the needs of theartists and labels served through the Premium Solutions
or Automated Solutions on the other. These tools make itpossible to meet a tight turnaround between the deliveryof the masters by the artist and the expected date ofdelivery to the platforms, or to make last-minute changes
to the title of the track.
The tools used by the teams are based on proprietary
technologies, developed in-house by the Central Platform
teams, and used throughout the audio and video content
supply chain. These tools made it possible to make large
volumes of content available to digital music platforms in
2023 (around 3.3 million audio files delivered on Spotify
and Apple Music in 2023, for example), while at the sametime carrying out in-depth processing of each content file,its metadata and the associated accompanying elements
such as booklets, cover art and artist biographies. Over 30
data fields (metadata) are checked for each audio file, fromtitle and performer to mood, enabling efficient referencing
and optimal visibility by digital service providers.

Universal registration document 2023 - Believe151Presentation of the Group
Overview of the Group’s activities

video content files were thus made available eachmonth by the Central Platform in 2023. For this phase,
the Group mainly uses tools developed in-house by theCentral Platform teams, such as Demon, a delivery
control and tracking tool, and Store Manager, amanagement of logistics relations with platforms.

The audio and video content supply chain comprises threefunctional blocks:
●

●

●

16

content ingestion and control: audio content is sent
by artists and labels via the Group’s intranet to thecontent ingestion teams, who are responsible forchecking it against internal and external guidelines(which depend on both local regulations and the rules
specific to each platform), particularly in terms oftechnical quality and copyright. The Group has
developed in-house tools to automate the ingestion ofthis content, control its technical integrity and, thanks
to the proprietary Vool technology, verify its
compliance with the quality standards of the platforms,
particularly as regards metadata. The Group also relies
on a number of external tools, notably automatic
audio fingerprinting tools, which identify the unique
sound signature of each track and thus facilitate theidentification of the content rights chain. Believe is also
developing an algorithmic tool, which aims to detectmusic generated by artificial intelligence, by identifying
content that has been produced with the help ofartificial intelligence technologies. The process mayvary for certain video content. Some of the video
content is uploaded directly by the artists or labels tovideo streaming platforms such as YouTube. The
Group then uses a proprietary metadata retrieval,control and enhancement tool for this content. The
Group thus stores all content-related metadata
internally, enabling a consistent approach across all
platforms for each release, but does not store all video
content;
management and enhancement of audio and video
content: following the ingestion process, content isthen stored in an optimal way (see the Section“Intensive use of technology and data, supported by theGroup’s servers and IT infrastructure” on page 17 of thisdocument), allowing the Group's teams to access inreal time all content in real time via its intranet. The
content is subsequently “enhanced” (notably with theaddition of the moods described), in order to meet thequality standards of streaming and social media
platforms. For this phase, the Group also uses
technologies developed in-house to ensure theintegrity, robustness and accessibility of the databases,
andconstantly
monitors
theircontinuous
improvement. The number of data fields associatedwith each content file is steadily increasing;delivery of audio and video content to platforms:
once checked and enhanced, content is made available
to over 100 streaming and social media platforms
worldwide, using proprietary technological tools
developed by the Central Platform. In 2023, Believe
decided to focus on the most significant platforms formonetizing the artists served directly by Believe or
through their labels, and consequently delisted some
50 platforms worldwide. Around 144,000 audio andUniversal registration document 2023 - Believe

Backstage, a comprehensive
distribution software for artists andlabels within Premium Solutions –leveraging a unified backbone to deliver
best results globally
As part of the Premium Solutions, the Group has invested
in a set of proprietary technological solutions enablingartists, labels and the teams responsible for monitoringthem within the Group to analyze, manage and promote all
the catalogs via a single interface called Backstage.
This interface is available to all artists and labels who havesigned a contract with Believe, in all regions where theGroup is present. It notably includes the following
functionalities:●●●

a content release creation system;a catalog management tool enabling artists and labels
to optimize their referencing by including old and newcontent;
and content monitoring tools, allowing artists and labels
to follow each stage of delivery, check their promotional
results, control their rights, read transparent financial
reports and obtain payments.

Backstage also offers innovative tools tailored to artists
and labels designed to meet all their needs.
Backstage includes an in-depth data analysis platform,
Datamusic, allowing artists and labels to analyze trends ona daily basis, with the monitoring of some 15 digital
service providers, providing a daily overview of where andwhen their content is streamed. Datamusic also provides
information on the content included in the playlists
available on major platforms, as well as information on
the demographics and behavior of users. This makes it
possible, for example, to identify the time someone spent
listening to one track before moving on to another, thus
offering better audience targeting. Datamusic also allows
artists and labels to follow how the position of theircontent evolves on different charts, with segmentation byterritory. Datamusic is enhanced each year.
In 2023, Believe integrated a performance monitoring
system for Believe Catalog Optimization, an algorithmic
promotion solution making it possible to optimize theexposure of the artists who use it and to increase theiraudiences. The Group has also integrated a section
dedicated to short-form videos into the platform.

www.believe.com

Presentation of the Group
Overview of the Group’s activities

TuneCore, an automated interface forcontent delivery dedicated to the music
creator ecosystem
After creating an account, artists using AutomatedSolutions send their audio content, the cover art of the
track or album and information relating to the release of
the track or album. Artists can choose from among morethan 100 digital service providers where they wish to
distribute their content. The Group makes this content
available in accordance with the terms of the contracts
entered into with the digital service providers, which
stipulate in particular the amount of the payments due tothe Group.
As content is streamed or downloaded, the digital service
providers pay out the amounts due, which the Group thenpasses on in full to the artists who have a paying
subscription.
Since November 2021, TuneCore has also provided theoption, as an initial step, for a Social Discovery offer, whichallows music creators to distribute their music on social
media without taking out a subscription. The Group pays ashare of 80% of the revenues generated on social media
to the artists, and the balance of 20% is retained by theGroup as a commission.
With the TuneCore interface, self-releasing artists andmusic creators receive reports that allow them todynamically analyze the number of streams their content
has generated on the major digital platforms (the analysis
can be performed by country, by album or by track, forexample). Creators of music also receive sales reports
reflecting the breakdown of their sales from each digitalplatform (by country, by platform or by track), on amonthly or quarterly basis (depending on the reporting
frequency of the digital platforms).
In 2023, TuneCore developed the TuneCore Accelerator
marketing program, which was launched in the lastquarter. This flagship program helps artists to find new
audiences, promote the discovery of their content andfoster a deeper engagement with fans. The program
leverages
theGroup’s
proprietaryalgorithmic
technologies and artist development expertise, and offers
new discovery and growth opportunities, making it easier
for TuneCore paid subscribers to move on to the next
phase of their development.
Finally, TuneCore interface also allows music creators andself-releasing artists to benefit from a range of additional
automated services for an additional subscription fee or acommission on the revenue generated, depending on theservices chosen. For example, an artist can benefit fromadministrative management solutions for their copyrights
based on the Sentric platform, which the Group acquiredin March 2023 (for all regions served by TuneCore).
TuneCore was already providing publishing services basedon Sentric platform before its acquisition in March 2023.
Some additional services are also provided on a whitelabel basis or through partnerships, in order to provide acomplete range of functionalities guaranteeing evengreater loyalty among users of the interface. They canthus benefit, among other things, from an evaluation of
their content by a community of fans (TuneCore Fan
Reviews, in partnership with SoundOut), the manufactureof CDs or LPs (via Disc Makers), and the creation of video
clips (via Rotor).

Investing massively in technology
and developing proprietary algorithms
and applications
The Group has a team of over 250 Product and IT experts
mainly dedicated to the development of the Group’s
internal tools and websites, Backstage, and internal
algorithms.
The majority of the Group’s systems are based on opensource software and adapted by its teams according to its
internal needs.
In order to limit infrastructure failures and obsolescencethat could lead to operational or security difficulties, theGroup’s IT teams have put in place code review protocols
for all development and infrastructure items.

Intensive use of technology anddata, supported by the Group's IT
infrastructure
Believe’s business makes intensive use of its IT
infrastructures to ingest, manage and publish artists’audio and video files, or to manage artist audience data.
To support the growth of its business, which involves
ingesting and delivering an increasing amount of content
and analyzing a growing volume of data, the Group isinvesting significantly in storage solutions, in order to findthe highest-performing solutions at the best price. The
Group is also optimizing its data storage methods in orderto further improve efficiency.
It thus has servers located in two data centers in France,
currently operated in-house and capable of processing
and delivering data 24 hours a day. At the date of this
Universal registration document, over 1,300 terabytes ofdata were stored on these servers, with a total capacity of
3,100 terabytes.
The Group’s critical databases are backed up internally on
private infrastructures using open-source technologies
with proven reliability, such as MariaDB (mySQL) and
ColumnStore (infiniDB), and at a competitive cost to theGroup.

Universal registration document 2023 - Believe171Presentation of the Group
Overview of the Group’s activities

Since 2021, the Group has significantly increased its use ofbest-in-class technologies, to benefit from interoperability
between private and public clouds, and considerablyincrease its data processing and storage capacity while
making greater use of deep-learning functionalities.
Hybrid cloud solutions and the agnostic use of the public
cloud also provide greater interoperability with acquiredcompanies. This is notably the case for TuneCore, whose
infrastructure is on Amazon Web Services (AWS). All theinfrastructure security technologies deployed in theGroup's hybrid solutions are leaders and notablebenchmarks in their respective markets (Palo Alto, Cisco,
F5, Pulse Secure, Splunk). The Group’s critical assets are all
backed up on the latest generation storage solutions
which also provide data security against ransomware.

Targeted investment operations
to support growth
The Group's activities are underpinned by investments in
its local teams and in the development of the Central
Platform and dedicated teams. The development of the
Platform seeks on the one hand, to guarantee thereliability and security of content, and, on the other, tocontinuously improve and enhance the Group's range ofsolutions. The Group capitalizes part of the development
costs, essentially comprising internal and external

personnel costs, when they meet certain criteria (detailedin Note 6.2 to the Group's consolidated financial
statements for the fiscal years ended December 31, 2023
and 2022 on page 274 of this document), and presents
them under acquisitions of intangible assets in theGroup's cash flow statement.
Expenditure on the acquisition of property, plant andequipment and intangible assets represented 5.6% ofconsolidated revenue for the fiscal year ended December
31, 2023, up from 3.3% for the fiscal year ended
December 31, 2022. This increase mainly reflects catalog
acquisitions in France and India. Organic investments saw
their weight decrease over the year due to the efficiency
plans implemented during the year, to the postponementof secondary projects and, above all, to a lower
development cost capitalization rate in 2023 than in 2022,
due in particular to the nature of the projects (increasing
number of cloud and digital marketing projects).
The Group also pursues a targeted external growth policy,
described in Sections 1.4.5 and 1.5.3 of this document,(on pages 39 and 42 respectively), which supports theGroup’s future growth.
The table below shows the Group’s investment
transactions over the last two fiscal years (detailed in Note
11.3 to the financial statements presented in Chapter 6,
page 297 of this document):

Fiscal year ended December 31, 2023

Fiscal year ended December 31, 2022

Acquisitions of property, plant andequipment and intangible assets (1)(49,217)(25,450)

Acquisitions ofsubsidiaries, net of cash acquired(36,640)(8,717)

Decrease/(increase) in loans and noncurrent financial assets and disposal of
assets(1,033)(4,121)(86,890)(38,288)(In € thousands)

TOTAL(1) Includes the capitalization in development costs for intangible assets, respectively and €19.8 million in 2022 and €17.9 million in 2023.

Over the coming fiscal years, Believe will continue its
organic and external investment policy to support its
growth beyond 2025. Organic investments should remain
below the threshold of 4% of revenue, as was already thecase in 2022 and 2023.

A development platform for local artists
and labels offering them contracts inline with or exceeding market practices
As part of its Premium Solutions offering, the Group signs
distribution, promotion and marketing contracts in line withor exceeding market standards in terms of duration andconditions. Artist contracts are usually signed for a term of
between three and 15 years (and between three and 10
years for labels) in line with the rest of the industry. They
include clauses that the Group considers more favorable,
such as the absence of an exclusivity clause on featuring,

18

Universal registration document 2023 - Believe

i.e. the participation of an artist on another artist's album,
or durations stipulated in exclusivity clauses at the end of
the contract that are much shorter than the averageobserved, or the absence of a discount on royalty rates.
Furthermore, in order to benefit from the rights oncontent, the Group enters into digital distribution
contracts with artists and labels.
The contracts can cover all recordings or the catalog of anartist or label (“label” or “catalog” contract) or one or morerecordings by a particular artist (“artist” or “project”
contract).
Under the terms of these contracts, the producer grants
the Group the right to market, in digital form andworldwide (in the vast majority of cases), all or part of its
catalog or an artist's catalog. This concession covers therights to reproduce, communicate to the public and makeavailable to the public audio and video content on
streaming and social media platforms.

www.believe.com

Presentation of the Group
Overview of the Group’s activities

The contracts are entered into on an exclusive basis. The
artist or label may not, therefore, throughout the term of
the contract and for the territories concerned, grant therights referred to above to a person other than the Group,or self-release the audio and video content covered by
the contract.
The contracts provide for both an exclusivity periodranging from a few months to a few years – covering theperiod during which the artist or label undertakes toprovide the Group with new content – and an exclusive
commercial exploitation period of up to 15 years –covering the period during which the Group may market
the recordings provided by artists and labels for exclusive
use.
The Group pays artists and labels a percentage of the
remuneration it receives from the platforms in return fordelivery of the audio and video content produced by theartist or label concerned.
Under certain contracts with artists and labels, the Groupmakes advance payments to them, which are deductedfrom the amounts paid by the Group to the artist or label
during the performance of the contract. The advance isusually paid in several installments, with a first paymenton the date of signature of the contract, a second
payment when the content is delivered by the artist or thelabel, and, where applicable, the balance being paid
based on the repayment of previously advanced amounts.
If the contract is terminated for the artist's or label's grossnegligence, the artist or label is generally required toreimburse the Group for any advances not yet repaid. In
addition, the contracts generally contain clauses enabling
the Group to continue recovering advances after the
expiry of the contract’s initial term, for a set period, solong as the advances have not been fully recovered.
The advances are recognized as assets when they are paid
and are booked as expenses as the associated rights falldue. They are reviewed at the end of each period toassess whether they are recoupable and are impaired
where appropriate. Impairment, if any, is calculated on thebasis of an estimate of the amount to be recouped until
the end of the contract and is recorded as cost of sales.
The advances held as assets are broken down into (i) acurrent portion (which the Group expects to recover in the
12 months following the closing) and (ii) a non-current
portion (see also Section 3.1.4 and Note 4.6 to the Group's
consolidated financial statements for the fiscal years
ended December 31, 2023 and 2022, on pages 133 and264 of this document respectively).
The Group is also committed to promoting artists’ and labels’
recordings to providers.
As part of the Premium Solutions Artist Services offering,the contracts signed with artists and labels also coveradditional services such as the definition and execution of
the marketing, the promotion and advertising strategy,
the creation of visuals, the implementation andmanagement of partnership operations with brands(branding), the synchronization and sale of derivative
products or the payment of advances to finance thedevelopment of tracks or albums. In this context,
agreements can be either digital distribution contracts orlicensing agreements. In the case of the latter, the Group,
as licensee, assumes all operating costs associated withthe recordings, such as manufacturing, marketing andpromotion costs. In return for these extra services toartists, the Group receives additional remuneration andbenefits from a longer rights exploitation period.
Finally, in addition to digital distribution, promotion andmarketing contracts, the Group may enter into contracts
for physical sales in certain territories (principally France,
Germany and Italy). These contracts are auxiliary to thedigital distribution contracts and reserved for artists
selected by the Group who wish to continue making andselling physical media.
Moreover, as part of its secondary music production
activity, the Group offers artist contracts, concluded
through its own labels, to directly produce the recordingsof its performing artists. To this end, the Group enters into
artist contracts with the latter, through its own labels. In
this context, the Group enters into phonographic
recording contracts, also known as artist contracts, on an
exclusive basis, with performing artists who holdneighboring rights to their performances (see Section
1.3.2 “Legislative and regulatory environment” on page 28 ofthis document), for terms generally exceeding 10 years, inorder to market between one and three musical projects,
and sometimes more. The Group bears the recording
costs, as well as being responsible for the production,
promotion and distribution of the recordings. In return forthis service, the performing artists assign to the Groupthe neighboring rights they hold to their performances. In
return for the transfer of their rights, performing artists
receive remuneration in the form of payments calculatedon the basis of a pre-determined percentage of revenues
generated by the use of the recordings. In return for therecording service and depending on the recording time,
performing artists also receive a fee, with such
remuneration considered a wage in France.
For Automated Solutions, artists agree to the generalterms and conditions of sale published on the TuneCore
website when they subscribe online to the service. Artists
who subscribe to one of the paid subscriptions can also
opt, in return for additional compensation, for an
automated publishing rights management solution basedon Sentric’s proprietary platform.

Universal registration document 2023 - Believe191Presentation of the Group
Overview of the Group’s activities

1.2.4 Believe provides solutions for artists at each stage ofdevelopment, from music creators to top artists
The Group relies on an integrated model to offer artists a
first-rate quality of service thanks to adapted
technological solutions and the digital and music expertiseof teams deployed locally in more than 50 countries. Its
model makes it possible to offer the same quality ofservice at each stage of the development of artists,
whether they are emerging artists, established artists or
top artists(1).

This product offering relies on the specific features of theGroup’s technological and business model, making it
perfectly suited to the needs of artists, whether emerging
or top:To operate its activities, the Group relies on a leading
Central Platform offering a set of innovative digitalsolutions for the development of artists focused on theirneeds, including solutions for the provision and marketingofcontent,
financing,marketing,promotion,synchronization, music publishing and the organization ofmusical events.

●

The Group offers two ranges of solutions: Premium
Solutions and Automated Solutions.

1.2.4.1 Premium Solutions: acustomized offering managed
by experts in music and data
analysis and supported by
cutting-edge technology,
targeting the needs of all artists,from emerging to established to
top artists
A set of flexible solutions that can adapt
to the needs of artists and labels
The main priorities of independent artists in thedevelopment of their careers are the possibility of keeping
creative and commercial control, retaining ownership of
their copyrights, making a living from their music, andworking with trusted partners (source: MIDiA, “Independent
Artist Survey”, January 2020).

●

●

●

providing, marketing and promoting artist and label
content on more than 100 audio and video streaming
and social media platforms;
digital solutions leveraging the Group’s leading
technological expertise to provide digital marketing
expertise and a set of marketing tools to help artists
grow their audience and income;transparent, artist-centric solutions that provide nearreal-time access to data and advanced analytical tools
for catalog performance;
a local presence in all key geographical areas,(2) in orderto establish close proximity to artists and labels anddeepen knowledge of local market trends.

The Premium Solutions are dedicated to the developmentof independent labels or direct artists, through teams
specific to each activity.
Premium Solutions mainly comprise Label & Artist
Solutions, including the marketing, promotion andprovision to streaming and social media platforms of thedigital audio and video content of the labels and artists
who have entrusted the Group with the marketing andpromotion of their catalogs. As part of this offer, labels
and artists also benefit from a flexible service for thecollection and payment of their royalties, a simplified
access in real time to their catalog’s audience data and, forcertain labels and artists, financial advance solutions.
For top artists, established artists or artists that haverecently enjoyed popularity, the Group has also developed
Artist Services, an expanded offer which, based on thesame core services described in the previous paragraph,
aim to provide more advanced promotion and marketingof musical works by accompanying the artists in thedefinition and execution of “go-to-market” strategies.

The Group believes that it is in a position to address thesepriorities with its Premium Solutions offering, which
includes a set of marketing and promotion solutions.

(1) The Group classifies the artists it serves (directly or via their labels) into emerging artists, established artists and top artists according to therevenue they generate. The revenue threshold for each category of artist varies according to the geographic market in question.
(2) The geographic markets identified as being key markets by the Group are the markets in which it has the largest local teams or in which it
intends to strengthen its local teams in the future, and include France, Germany, the UK, the USA, India, China, Brazil and Japan.

20

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Presentation of the Group
Overview of the Group’s activities

At the discretion of the labels and artists, the Group alsooffers additional services such as the distribution of theircatalogs in physical outlets, and, within the framework of
its Artist Services offering, optional services such as theadministration of copyrights (publishing), which is set to
expand with the integration of Sentric, acquired in March
2023, the use of recorded music in advertising, films andseries, video games and television (synchronization), thesale of derivative products, the organization of musicalevents (booking) and the establishment and managementof partnerships with brands (branding).
Premium Solutions are based on a revenue-sharing
business model, which involves paying artists and labels ashare of the revenue generated by making their content
available on streaming and social media platforms, withthe balance of the share going to the Group. The average
payment rate to artists and labels varies according to thetype of customer (label or artist) and the level of service
provided: on average, it is between approximately 60 and
90% for Label & Artist Solutions and 50 and 70% for Artist
Services.

●

●

●

●

The Group’s Premium Solutions teams, in close contact
with artists and labels, include:●

Talent Scouts, responsible for identifying and reachingout to emerging artists who may need support indeveloping their audience. They do so using data andtrend analysis and tracking tools, as well as their strong
relationships with the wider music industry and therelationships established with certain high-potential
artists through the Automated Solutions offering;
the teams responsible for commercial follow-up andrelationships with artists or labels (Label Managers,
Artist Relationship Managers, or Project Managers
according to the type of offers) take over from theTalent Scouts once the relationship has been initiated,and manage the signing process. These teams, in
support of the Talent Scouts, regularly monitor andupdate a pipeline of potential new artists, drawing on
their in-depth knowledge of the music market, andregularly monitor existing relationships with producers
in order to build loyalty and provide the offer that isbest suited to the needs of artists and labels alreadysigned by the Group. These teams are the main pointof contact for artists and labels, responsible for
optimizing their catalog, designing their content
distribution strategy and developing marketing
guidelines for artists and labels;

specialists responsible for negotiating the editorial
positioning of the Group’s content with digital service
providers (particularly within playlists) in order tomaximize its visibility and performance.

The identification, provision and remuneration of audio
and video content on streaming and social media
platforms involves a series of steps integrated into a
structured operational process based on the use ofleading technological tools developed by the Central
Platform teams:●●

the video channel managers, responsible fordeveloping and optimizing durable video content
distribution channels on video streaming platforms;

The Group’s operational process forPremium Solutions

Main teams involved in developing
relationships with artists and labels
as part of Premium Solutions
The Group leverages the digital audience development
expertise of its employees to thoroughly analyze artist
performance data, build lasting relationships with all
players in the music industry, and maintain the Group’s
reputation and ability to discover and develop talent.

the logistical and operational support teams (Support),
responsible for the technical ingestion of the content
catalog and the resolution of any technical issues;●a preliminary market analysis phase enables thedetection of potential artists, who are approached by
the Group’s Talent Scouts, with whom the contractual
terms of their relationship with the Group are thennegotiated. These mainly concern musical content andthe duration and financial conditions of the agreement,
which are monitored in the Salesforce suite;
at the end of this preliminary phase, a contract issigned between the artist or label and the Group,
directly via the electronic contract management
platform rolled out by the Group’s Central Platform(see Section 1.2.3 “Believe is a global digital platform
offering a high quality of service thanks to its musical,
digital and technological expertise” on page 15 of this
Universal registration document). This contract
conforms, as appropriate, to one of the Group’s 250
contract templates (the majority of standard contracts
signed by the Group with artists and labels) (seeSection “Digital distribution contracts with artists andlabels” on page 17 of this Universal registration
document). A producer account is also created (in 2023,
more than 33,200 producer accounts were active with
the Group);
the audio and video content of the artist or label is thensent to the Group via its intranet; the content ingestion
teams then approve the quality and copyright of thecontent with respect to internal and external guidelines,
which depend both on local regulations and on rules
specific to each platform. The technical integrity of thecontent is checked and enhanced to meet the quality
standards of streaming and social media platforms(see Section 1.2.3 “The Group’s technological platform”
on page 15 of this Universal registration document);

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21

1
●

●

●

●

●

Presentation of the Group
Overview of the Group’s activities

once ingested, controlled and enriched, the content ismade available to the streaming and social media
platforms using the proprietary technological tools
developed by the Central Platform. In 2023, around80,000 pieces of audio and video content were thus
made available on a monthly basis by the Central
Platform;the streaming and social media platforms then checkthe content received and may, in certain cases, rejectcontent that they believe violates copyright regulations.
The amount of content rejected per month is very low
compared to the amount of content uploaded;
once checked and validated by the streaming andsocial media platforms, the content is put online andsales reports are sent, usually on a monthly basis, tothe Group by the streaming and social media
platforms. In 2023, around 4,290 sales reports were
processed by a dedicated Group team;on the basis of the sales reports received from thestreaming and social media platforms, the Groupprepares and sends out its invoices. Once these
invoices have been paid by the streaming and social
media platforms (in most cases within a few days), theCentral Platform teams draw up sales reports
according to the contractual frequency (in the vast
majority of cases every month) for each artist and label,
highlighting the number of streams generated by theircontent and the details of the calculation of theamount due by the Group pursuant to the contractual
terms;
the artist or label, depending on the contractual
payment deadlines, can request payment through anelectronic invoicing process and receives its payments
at the end of the contractual deadlines agreed with theGroup.

Main competitors of the Group’s Premium
SolutionsWith regard to Premium Solutions, the Group’s maincompetitors are:●22

the three majors (Universal Music Group, Sony MusicEntertainment and Warner Music Group), the main
companies holding the global music catalog, througheither (i) their digital distribution offer proposed
through subsidiaries, such as Ingrooves and Virgin
Music Label & Artist Services for Universal Music
Group; The Orchard and AWAL for Sony MusicEntertainment; and ADA for Warner Music Group; or (ii)their artist services offering, with the labels Polydor,
Capitol and DefJam for Universal Music Group;
Columbia, RCA and Epic for Sony; and Warner, Elektra
and Atlantic for Warner Music Group;

Universal registration document 2023 - Believe●●

mid-sized players specializing in digital distribution andsubsidiaries of large music publishing companies, suchas Fuga, a subsidiary of Downtown, or local
independent players, such as Idol in France or United
Masters in the United States; anda number of domestic labels and artist services
companies located in the countries where the Group
does business.

1.2.4.2 Automated Solutions: a highvalue-added technologicalsolution targeting the needsof music creators and selfreleasing artists
As part of the Automated Solutions, the Group enables
music creators and self-releasing artists, via its TuneCore
digital platform, to distribute their audio content in an
automated manner to digital service providers and social
media platforms. The Group is then responsible forcollecting from the digital service providers and social
media platforms the amounts they owe in return for deliveryof the content. These amounts are then paid in full to theartists who have taken out a paying subscription in thecase of content made available on audio streaming
platforms, and after deduction by the Group of a margin
in the case of content made available on video streaming
or social media platforms.
Music creators using Automated Solutions, after creating
an account, send out their audio content and associatedinformation (such as metadata) via TuneCore. Music
creators then choose from among more than 100 digital
service providers, where they wish to upload theircontent.
After these first steps, the TuneCore interface makes it
possible to upload content onto all the digital service
providers chosen by the artist. The Group makes thiscontent available in accordance with the terms of thecontracts entered into with the digital service providers,which stipulate in particular the amount of the payments
due to the Group.
As content is streamed or downloaded, digital service
providers pay out the amounts due, which are then paidout in full by the Group to artists who have taken out apaying subscription, or, for content made available onvideo streaming or social media platforms and used forthe creation of user-generated content, after deduction ofa margin by the Group.

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Presentation of the Group
Overview of the Group’s activities

A subscription offering to better meet the
expectations of music creators
In June 2022, TuneCore launched a new Unlimited Pricing
offer to better meet the expectations of music creatorsand self-releasing artists. They can now release theirmusic instantly, regularly and transparently with a single
annual subscription, enabling unlimited distribution of
their music to their audiences.
This new offering includes four subscriptions designed togive a wide choice to music creators and self-releasing
artists while meeting their unique needs:
●

●

●

●

the New Artist/Social Platforms subscription, which is aunique solution on the market makes it possible to
distribute an unlimited number of tracks for free on
the music libraries of Instagram, TikTok, Snapchat andYouTube. This package allows music creators and selfreleasing artists to distribute their music quickly andfree of charge to gain visibility thanks to the sharing ofusers of these social media platforms. TuneCore allows
them to recover 80% of the revenue generated;the Essential subscription is among the mostaffordable on the market. It includes all the options of
the New Artist subscription as well as the possibility of
distributing an unlimited number of releases on morethan 150 online music platforms, such as Spotify,
Deezer, Apple Music or Amazon Music by paying 100%of the generated revenues to music creators and selfreleasing artists. This subscription also allows for thescheduling of release dates, the official verification ofmusic creators accounts on Spotify and Apple Music, as
well as including a response time from the artist
support service of less than 72 hours;
the Semi-Pro subscription includes all the options of
the New Artist and Essential subscriptions, as well as
access to the Store Automator tool, which
automatically integrates the releases of a music creatoror self-releasing artist into any new music platforms
that TuneCore adds, the detailed performance report,
as well as a response time from the artist support
service of less than 48 hours;
the Professional subscription is designed for labels,
managers and self-releasing artists who want tomaster all aspects of music distribution. It has all thefunctionalities of TuneCore, including advanced sales
reports, the ability to customize a UPC code (Universal
Product Code) and label name, or to set geographicalrestrictions. This subscription also offers the possibilityof managing several artist profiles on a single account(for an additional billing per artist and per year) as well
as a response time from the support service of lessthan 24 hours.

In addition, all self-releasing artists, regardless of theirmeans, can call on TuneCore’s music distribution
expertise and benefit from scouting opportunities throughthe Signed By program, which benefited more than 460
TuneCore artists worldwide to date.
Music creators and self-releasing artists choose one ofthese annual subscriptions to be able to access TuneCore
and make their audio content available on the streaming
platforms. The amount of this subscription varies
according to the subscription chosen by the artist.
Subscription revenues represented 52% of revenue
generated by Automated Solutions for the fiscal year
ended December 31, 2023.
For content made available on video platforms or social
media as part of the Social Platforms offering, the Groupdeducts a reduced portion of the sums which it then pays
to the artists. For content used to create user-generated
content, the artists pay an annual subscription to theGroup, which also deducts a margin (recorded as revenue)
on the amounts it pays to the artists. These
compensation methods represented 32% of the revenue
generated by Automated Solutions for the fiscal year
ended December 31, 2023.
Finally, access to the TuneCore platform can, at the artist’s
choice, be supplemented by music publishing solutions,financial advances or marketing and promotion tools. In
March 2023, the Group acquired the music publishingplatform Sentric, which already provided music publishing
services for TuneCore’s self-releasing artists. The
integration of Sentric in the Group enabled a greater
penetration of these services and resulted in a significant
increase in these revenues. These additional solutions
generated 16% of Automated Solutions revenue for the
fiscal year ended December 31, 2023, mainly thanks toactivities in relation to music publishing rights
administration.

A pioneering product offering successfully
merged into the Group’s overall range ofsolutions
The Group strengthened its Automated Solutions
business with the acquisition and integration in 2015 of
TuneCore, a US company founded in 2006, at a time when
the streaming market was emerging. The Group believes
that its Automated Solutions offering provides a numberof competitive advantages that make it one of the leadersin its market. TuneCore is positioned as the leading
development partner for self-releasing artists, having paid,in January 2023, more than $3 billion to these artists since
its creation in 2006, placing it well ahead of its maincompetitors.

Universal registration document 2023 - Believe231Presentation of the Group
Overview of the Group’s activities

The Automated Solutions offering is a pioneer in its field,
which has enabled it to build a vast community of several
hundred thousand self-releasing artists who regularly use
the solutions offered. This strong community enables theGroup to benefit from natural advertising for thisautomated offer, also linked to the strong recognition of
the TuneCore brand in the market (over 936,200
TuneCore followers on Instagram, Facebook, TikTok,
YouTube, etc. in December 2023). The introduction of the
new pricing offer and the launch of the New Artist / Social
Platforms offering led to growth in the number ofsubscribers in 2022, which continued into 2023. In
addition, the paying subscriber retention rate(1) reached
80% in 2023.
TuneCore benefits from the Group’s expertise in branding
and artist acquisition, thereby increasing the recognitionof the TuneCore brand among music creators and selfreleasing artists. The Group also drew on its international
experience to successfully structure the roll-out of
TuneCore outside the United States, as well as on its
privileged relationships with digital service providers,developed as part of its Premium Solutions business, inorder to negotiate the most competitive terms with themand facilitate content integration. These relationships
enable self-releasing artists to make their content
available on major industry platforms such as Spotify,
Deezer, Apple Music, Amazon Music or YouTube for audio
and video streaming, or TikTok and Instagram for social
media.
Automated Solutions offering now benefits frominternational geographic coverage, with local sales teams(and in some cases a local domain name) located in 17
countries on four continents.
After its roll-out in Brazil, Russia and India in 2020, theGroup continued to roll out TuneCore in Africa, Southeast
Asia, Latin America and Benelux in 2021. In 2022 and2023, the Group continued its efforts to localize its
Automated Solutions offering, which now covers 17
countries, compared with 14 in 2022. The TuneCore
interface has grown significantly in Southeast Asia since
the introduction of the Social Platforms revenue-sharing
offer, which has enabled music creators to easily
distribute their music on key social media platforms andhas generated new subscriptions in the region.
TuneCore is also partnering with a global e-payment
platform to offer localized payment methods to a growingbase of music creators in the region, who preferalternative payment methods to credit cards. The Groupwill continue to roll out these programs in countries andregions with similar practices, contributing to the growthof the Automated Solutions international customer base.
In 2023, 54% of TuneCore's customers wereinternational(2), compared to 51% in 2022. TuneCore also

introduced a new feature with the implementation of
TuneCore Splits, a tool for automatically distributing
streaming and download royalties among the people who
helped the music creator or self-releasing artist create hisor her music.
In 2023, TuneCore developed the TuneCore Accelerator
marketing program, which was launched in the lastquarter. This flagship program helps artists to find new
audiences, promote the discovery of their content andfoster a deeper engagement with fans. The program
leverages
theGroup’s
proprietaryalgorithmic
technologies and artist development expertise, and offers
new discovery and growth opportunities, making it easier
for TuneCore paid subscribers to move on to the next
phase of their development.

Main competitors of the Group’s AutomatedSolutions
In Automated Solutions, the Group's main competitors are
CD Baby, Distrokid and Ditto. The majors that had
developed competing offerings, such as Spinnup for
Universal Music Group or Level for Warner Music Group,
decided to exit this market or to reposition their offerings
on more established artists.
The Group believes that the specific characteristics of its
business and technological model and its geographicalcoverage give it a unique position in the recorded music
market, in particular the digital music sub-segment, which
differentiates it from its main competitors.

1.2.4.3 Believe provides artists andlabels with the tools and theexpertise they need to grow
The Group has developed a set of proprietary marketing
tools to support the execution of marketing strategies oflabels and artists, with numerous applications such as
digital campaign tracking (Backstage Ads), automatedcontent and video generation for promotion (Backstage
Creative), Smartlinks generation (Backstage Links 1:1), andonline dashboards providing real-time access to artists’performance and audience results.
The Group is constantly developing new tools to automate
key functions to enable artists to gain autonomy anddevelop more strongly. For example in 2021, the Groupinvested in a SaaS media buying automation platform, aleading marketing solution to develop and engage theaudiences of artists and labels. In 2023, the Group also
automated paid promotional campaigns in order toimprove efficiency.

(1) Refers to the number of subscribers renewing their TuneCore subscriptions as a percentage of total subscribers.
(2) Refers to customers located outside the United States, based on the country of origin entered online by the user when signing up for a new
subscription.

24

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Presentation of the Group
Overview of the Group’s activities

The Group also rolled out a new playlist monitoring tool thatenables it to monitor the results of distribution partners'
editorial placements and assess the impact on flows. The
aim is also to maximize reporting capabilities on editorial andmarketing performance by analyzing thousands of playlists.
The Group also set up a new royalty calculation andreporting system, offering a solution that makes it possible
to easily manage complex cases of distribution between
beneficiaries, while standardizing and automating atransparent and reliable calculation process.
In 2023, Believe developed a new tool to identify highpotential artists signed to Label and Artist Solutions andoffer them the opportunity to join the Artist Services
offering. This offering complements the Signed By system
and gives the Group an even more effective tool for
identifying artists to sign.
Believe also develops algorithmic technologies in-house topredict the virality of a piece of music or to better use themarketing capabilities offered by the Group’s digital partners.
Believe continues to forge innovative partnerships todevelop long-term proprietary technologies, as well as
developing tools that optimize the technological andpromotional innovations of its partners.

Believe also established partnerships with YouTube,
including one concluded in 2021 for the launch of Shorts,
and a second one as part of their Creator Music initiativein 2022, as well as participating in their YouTube's Music AI
incubator in 2023. The incubator aims to get feedback
from artists, songwriters and producers on generative
Artificial Intelligence experiments and research underdevelopment at YouTube.
The acquisition and integration of Sentric’s proprietarymusic publishing platform in 2023 enable the Group toextend the range of services offered to all the artists
served by the Group, regardless of the offering theychoose. Until now, Sentric’s activity, including theautomated offering, was mainly present in the UnitedStates and the United Kingdom; its integration in theGroup has made it possible to extend this presence to all
the regions operated by Believe. Over the year, the Groupdeveloped specific offers to target artists and labels in thePremium Solutions segment, whose sales teams weretrained in cross-selling recording and music publishing
services. The integration of Sentric’s teams and systems in
the Group should also facilitate the roll-out of its solutions
on a large scale.

The Group developed its own promotional algorithm,
Believe Catalog Optimization, which maximizes the value
extracted from personalized algorithmic recommendations,deployed notably on Spotify.

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1Presentation of the Group
Markets and competitive position

1.3 Markets and competitive position
The information in this Section 1.3 relating to the market, including sizes and growth prospects, is mainly derived from third-party
sources, such as the MIDiA (Global Music Report 2024), MIDiA (notably MIDiA Research Global Music Forecasts, 2023 - 2030, June
2023 and MIDiA Recorded Music Market 2023, March 2024) and Luminate content (see also Section 8.1.3 “Information from third
parties, expert declarations and declarations of interests” of this Universal registration document). The data and information
presented in this Universal registration document attributed to MIDiA Research reflect the Group's interpretation of the data,
research and views expressed in the Global Music Forecasts Report published by the MIDiA Research in June 2023, and have notbeen reviewed by the MIDiA Research. Any MIDiA Research publication should be read and interpreted as of its original publication
date, not as of the date of this Universal registration document. MIDiA and Luminate do not assume responsibility to third parties
for information presented in this Section 1.3 as being extracted from studies, reports or other materials prepared by MIDiA, or
Luminate The sizes of the various markets presented in this Section 1.3 are, unless otherwise indicated, expressed as the revenue
generated by labels and distributors, which is largely equal to the revenue they derive from the sale of audio or video content orfrom the exploitation of the rights they hold on such content.

1.3.1 The digital recorded music market is growing strongly
Structure of the music market:
recorded music versus publishedmusic market

publisher receives remuneration, which is partly paid to theauthor concerned. This market amounted to approximately$11.5 billion in 2022, positioning itself well behind therecorded and live music markets.

The global music market is made up of the recorded
music market and the live music market, two distinct
markets with different players. These are the two mainmarkets that enable artists to generate income. These twomarkets, which account for the majority of monetizationin the music industry, are complemented by the music
publishing market.

Within the recorded market, the Group is one of theleaders in the digital music segment and, in particular, inthe streaming segment, which is showing the highest
growth rates in the industry as it becomes increasingly
adopted worldwide.

Since its creation, the Group has been positioned in themost significant segment of the global music market, therecorded music market, which amounted to $26 billion in
2022, and focuses on the development of artists' careers
through the distribution, promotion, marketing, sale andlicensing of neighboring rights to their audio and video
recordings.
The live music market, which amounted to approximately$25 billion in 2022, includes all musical performances that
artists can physically or virtually perform in public. It is amainly physical market, led by the American company
LiveNation.
Music publishing consists of the acquisition by a publisher ofa music composition's copyright (i.e. the musical composition
and/or the lyrics) in order to disseminate the work as widely
as possible and optimize its exploitation. Music publishers
are engaged in the business of granting these acquired rights
so that they can be used, for example, in phonographic
recordings, public performances, scores, translations, films,
television
programs,
videogames,
websitesoradvertisements, etc. In return for the use of these rights, the26

Universal registration document 2023 - Believe

The Group’s priority target is the fast-growing segment oflocal artists and labels that have the potential for local
then international development.

The global recorded music market
The recorded music market includes all business activities
related to making musical recordings available toconsumers who want to listen to them.
According to MIDiA the global recorded music market hasenjoyed steady growth over the past few years, withrevenue rising from $19.4 billion in 2018 to $30.5 billion in
2023, or a CAGR of 11.4% over the 2018–2023 period(source: MIDiA Music Forecasts Report 2023-2030, June 2023).
This market is broken down into four segments withdifferent dynamics.
In 2023, the digital music market generated $21.4 billion inrevenue, representing 70.3% of the recorded music
market, mainly driven by the adoption of streaming, which
generated $20.6 billion in revenue, or 67.6% of themarket (source: MIDiA Music Forecasts Report 2023-2030,
June 2023).

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Presentation of the Group
Markets and competitive position

The physical music market, which represented 17.4% of
the global recorded music market in 2023 (source: MIDia
Music Forecasts Report 2023-2030, June 2023), increased in
2023. This increase reflects the continued revival of thevinyl format, and expected album releases supporting thismarket segment. This increase, which does not call into
question the structural decline, due in particular to theincreasing adoption of streaming, is reflected in a reductionin the number of retail outlets and a decrease in supply(which is accompanied by higher physical distribution costs
with, in particular, higher costs for vinyl records, which areexperiencing growing consumer preference to thedetriment of CDs); and a decline in the popularity of certain
artists or genres traditionally distributed in physical format.
Lastly, the neighboring rights market, related to the use ofrecorded music by broadcasters and in public places, andthe synchronization market, related to the use of recorded
music in advertising, films, video games and on television,accounted for 8.8% and 3.6% respectively of the global
recorded music market in 2023 (source: MIDiA Music
Forecasts Report 2023-2030, June 2023).

1.1

0.9
2.5
0.8
0.8
0.8
0.7
1.4

0.6

1.4

2.3
0.4

1.7

1.7

4.0

4.5

0.5

0.6
12.7

1.9

3.8

0.9

4.6
1.2

2.1

0.6
2.2

2.0

2.2

4.4

4.0

1.6

2.2

3.4

6.7

6.1

5.8

5.4

3.4

2.3

2.6

2.7

1.1

1.0
2.6

2.7
0.8

1.0

2.4
1.3

1.4

20.6

1.7

17.8

18.9

2.2
14.0

2.8
9.6
5.1

11.8

7.2

10.4
8.9

8.2

7.6

5.1

4.6

4.3

4.0

4.9

4.6

5.3

2008

2009

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

2021

2022

2023

16.7

16.1

15.3

15.3

15.2

14.8

14.5

15.3

16.0

17.5

19.4

21.1

22.5

27.2

28.1

30.5

Total revenue ($US Billions)● Physical● Streaming● Downloads& other digital● Performancerights● Synchronisation

Source: IFPI, Global Music Report 2023.
According to estimates by MIDiA, the recorded music
market is expected to continue its strong growth to reachapproximately $42.4 billion by 2030 (source: MIDiA
Research Global Music Forecasts, 2023–2030, June 2023).

Streaming, a market with strong
growth potential
The streaming market has been growing steadily forseveral years, rising from $5.1 billion in 2016 to $20.6
billion in 2023 (source: MIDiA Music Forecasts Report 20232030, June 2023), the main source of growth for the global
recorded music market, to the detriment of the traditional
physical market. The growing preference of users for thislistening format, which allows users to listen to thedesired track at any time without restriction throughaccess to an on-demand library that is practicallyunlimited in terms of choice of content, on almost all
types of devices with an Internet connection, and for a

relatively inexpensive monthly subscription, if any, has
supported the growth of this market.
The streaming market can be broken down into two typesof activity: on the one hand, subscription streaming, which
involves users taking out a paid subscription with digital
service providers and social media platforms, giving themad-free access to the functionalities of the interface inquestion; and, on the other, ad-funded streaming, which
gives users free access to certain functionalities of theinterface, with the regular broadcasting of advertising
messages, in return for which advertisers pay royalties tothe streaming and social media platforms. A certain
number of digital distribution platforms offer their users
both types of service. It is estimated that subscription
streaming accounted for 48.6% of the global recorded
music market in 2023 (i.e. around 71.9% of the streaming
market), compared with 19.0% for ad-funded streaming(i.e. around 28% of the streaming market) (source: MIDiA
Music Forecasts Report 2023-2030, June 2023).

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1Presentation of the Group
Markets and competitive position

According to MIDiA, streaming market revenue shouldreach approximately $26.1 billion by 2025 and $33.9
billion by 2030 (i.e. 81% of the global recorded music
market), of which the subscription streaming market
would represent $23.3 billion (source: MIDiA Research
Global Music Forecasts 2023–2030, June 2023).
This growth is expected to be supported by several
favorable trends, such as the increasing adoption ofsubscription streaming by users and the further
development of ad-funded streaming, including thedevelopment of new forms of monetizing recorded music.

Increasing adoption of subscription
streaming
According to MIDiA, the number of subscribers to a
subscription streaming service jumped from 209 million
worldwide in 2017, representing a 3.5% penetration rate,
to 663 million single users worldwide in 2022,
representing a 10.8% penetration rate, and is expected to
exceed one billion users in 2030, a penetration rate ofover 17% (source: MIDiA Research Global Music Forecasts
2023–2030, June 2023).

Some so-called emerging markets, such as Latin America(2)(penetration rate of 14% in 2022, including 13% in Brazil
and 13% in Mexico), Eastern Europe and Russia(3)(penetration rate of 15% in Russia, for example), and AsiaPacific(4) (penetration rate of 6% in 2022, with 10% in
China, 3% in Thailand, 1% in Indonesia and 1% in India),with low penetration rates, also show high growthpotential, with the digital music market still dominated insome countries by other listening formats, such as adfunded free videos (in India in particular, where pirated
music listening is also still widespread) (source: MIDiA
Research Global Music Forecasts, 2023–2030, June 2023).
This strong potential is expected to result in an estimatednear-tripling of the number of streaming subscribers in
the above so-called emerging markets, from 303 million in
2022 (i.e. 46% of the number of subscribers worldwide) to
669 million in 2030 (i.e. 59% of the number of subscribers
worldwide), while developed markets(5) are expected toexperience more limited growth in subscribers, from 360
million in 2022 to 471 million in 2030 (source: MIDiA
Research Global Music Forecasts 2023–2030, June 2023).

Subscription streaming is expected to enjoy growing user
adoption in the next years, particularly among older
generations and in geographic markets with high growthpotential where the adoption rate of subscription
streaming is still low.

The Group, which strengthened its presence in emerging
countries between 2019 and 2023, with in particular theacquisition of companies in India, the Philippines andTurkey, aims to continue its development in these countries
whose structural market trends favor its growth strategy (seealso Section 1.5 “Strategy and objectives” of this Universal
registration document).

Subscription streaming rates are still low in
geographic markets with high growth potential

The increasing adoption of streamingby older generations

The adoption rate of subscription streaming in certain
developed countries, where the recorded music market issignificant and where the Group has a strong presence,such as Western European countries(1), remains at a
relatively low level (28% in 2022). The rates vary greatly
from one country to another with, for example, 38% in
Germany, 24% in France and 17% in Italy, levels well below
those of more mature markets such as the Nordic
countries (notably including Sweden, Spotify's country oforigin, at 46% in 2022) and the United States (43% in 2022).

According to one survey, 60% of respondents aged 16 to 24
and 62% of those aged 25-34 indicated that they had useda paid subscription streaming service in the last month.
This percentage is 50% for those aged 35-44, 40% for those
aged 45-54 and 28% for those aged 55-64 (source: IFPI,Engaging with Music Report November 2023), representing
the potential for adoption and significant growth instreaming for older users, in particular as artists targeting
this audience increasingly move to the use of digital
distribution methods, such as those offered by the Group.

(1) The Western European countries surveyed by MIDiA include Ireland, the United Kingdom, Italy, Spain, Austria, Denmark, Finland, Belgium,
France, Germany, the Netherlands, Norway and Sweden.
(2) The Latin American countries surveyed by MIDiA include Argentina, Brazil, Colombia and Mexico.
(3) The Eastern European countries surveyed by MIDiA include the countries not among the Western European and Nordic countries.
(4) The Asia-Pacific countries surveyed by MIDiA include Australia, China, India, Indonesia, Japan, South Korea, Taiwan and Thailand.
(5) Notably including North America, Western Europe, Australia, Japan and South Korea.

28

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Presentation of the Group
Markets and competitive position

The continued development of ad-funded
streaming and the emergence of new ways
to monetize recorded music
Ad-funded streaming is a powerful tool for artists to bediscovered and become known to a wider audience.
Revenue generated by ad-funded streaming is typicallymore sensitive to changes in economic conditions, due
notably to their impact on the level of advertising spend
by companies. The deterioration of economic conditions
at the end of 2022 continued in 2023, particularly inemerging countries, and led to a sharp slowdown in thegrowth of advertising spend over the year.
Over the past few years, the Group recorded significant
growth in revenues generated from making audio andvideo content available on video digital service providers,such as YouTube, which uses a content monetization
model based mainly on ad-funded streaming, despite
growth in its subscription offering.
The consumption of audio content in the form of videos
has been expanding greatly, supported by the
emergence of new forms of monetizing recorded musicover social media like Facebook, Instagram or TikTok,
which allow people to post relatively short, usergenerated videos using the audio content of artists. The
business model of these platforms and social media is
mainly based on free plays and viewing, financed byadvertising remuneration paid by advertisers.
These applications offer great potential for mass adoption
worldwide, representing an additional opportunity for
digital music players such as the Group to make theircontent widely available, especially to young listeners.
From the artists’ point of view, these applications
represent an opportunity to gain visibility and sometimes
even to go from being an emerging artist to a top artist,
due to the awareness generated by these means.

The growing market share of independent
artists and labels, the Group's core target,in the recorded music market
Historically, the cost for artists of producing, distributing
and promoting their content was relatively high, requiring
substantial financial and logistical support, which artists
sought to obtain from the majors in the music industry.
The historic business model of the majors is based on theidentification, production and development of a limited
number of artists, and the simultaneous acquisition of the
majority of the rights to their catalogs, with an artist
development strategy focused on traditional media suchas television, radio and print.

The development of technological and digital applications
has had a disruptive effect on the music industry. It fostereda burgeoning of new digital tools to aid in the creation ofmusic which then enabled artists to self-produce. This led tothe emergence of the digital music market and in particular
the market for streaming, which has democratized market
access for artists (especially by reducing their distribution
costs) and made it easier for the public to learn about them,as well as the emergence of social networks, allowing for
more direct contact with artists.
These developments contributed to the emergence of a
middle tier of artists who are set to capture a significant
share of the recorded music market’s value which is now
less concentrated than before the emergence of
streaming, and spread across a greater number of artists
and labels, with the existence of a multitude of music
creators contributing to this new distribution of value. For
example, in Germany in 2023, it is estimated that Top 100
artists represented 19% of the market, compared to 22%
in 2021.Artists from the Top 101 to the Top 10,000
account for 59% of the market, and now capture asignificant share of the value generated by artists in theGerman digital music market. Music creators and selfreleasing artists represent 22% of the market, but their
number is considerable, with over 45,000 artists
referenced in this analysis of the German market (source:
Luminate, Believe).
In this context, a growing number of artists are seeking tobenefit from high value-added digital solutions focused on
their needs, with the objective of retaining the ownershipof their copyrights, a rebalanced value sharing and ahigher level of transparency and independence from theirrecord companies and partners.
The Group has historically structured its offer by targeting its
support to artists in a market that is in the process of being
digitalized and in a context where artists are increasingly
seeking independence. The Group has positioned itself as apartner to artists for the development of their audiences on
digital service providers with an offer currently included in
Premium Solutions, before enriching its offer withcomplementary solutions such as marketing and promotion.
With the acquisition of TuneCore in 2015, the Groupenhanced its ability to support artists at each stage of
their career, offering solutions for the automateddistribution of their content by digital service providers
and social media platforms, aimed primarily at artists atthe beginning of their career. These solutions are includedin the Group’s Automated Solutions offering.

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1Presentation of the Group
Markets and competitive position

This positioning of the Group, which focuses primarily on
artists in the process of developing their careers (whether
emerging or established), and most often with a local rather
than an international reputation, enables it to benefit fromthe strong growth potential of these market segments, inparticular in comparison with the positioning of the majors,
which focuses on world renowned top artists.
Thus, in a number of countries in which the Group
operates, local artists generally represent a substantial
portion of the best-selling albums in the country inquestion. By way of example, French productions
accounted for 81% of the 200 best-selling albums in France
in 2023 (source: Top 200 Albums streaming SNEP / OCC).

These trends led to a shift in the distribution of value inthe recorded music market between the majors ($22.2
billion in estimated revenue in 2023), direct artists i.e.
artists without a label ($1.8 billion in estimated revenue in2023) and independent labels ($11.1 billion in estimatedrevenue in 2023) (source: MIDiA “Recorded Music Market
2023”, March 2024). Over the 2015-2023 period, the 3
Majors' and Merlin's market share on Spotify fell from
87% of total streams in 2017 to 74% in 2023 (source:
Spotify 2023 20-F annual report, February 2024), while thenumber of independent music creators (including podcast
creators) whose content is made available on Spotify
increased from 3 million in 2018 to over 10 million in 2023
(source: Spotify “Stream On”, March 2023).

1.3.2 The Group operates in complex legislative and regulatoryenvironments
The Group is subject to various regulations covering its
business activities in Europe and the United States as wellas other countries where it operates, in particular India
and China.
The Group’s Legal Department ensures compliance withthe legal rules applicable in all countries in which theGroup operates. It can also seek external advice.
The regulations are specific:

The Group also offers producers a wide range ofadditional services. These services aim to optimize theexposure of recordings and their audience. They make itpossible to diversify and increase producers’ revenues.
Services include:●

the promotion and advertising of recordings;
the creation of visuals;●

to the nature of the Group’s business in question;●●

to the territory where the Group operates.

●

The Group’s main activities
regulations are set out below.

governedbyspecific●the implementation and management of partnership
operations with brands;
the use of additional rights such as synchronization or
the sale of derivative products;
advances of funds to finance the development of tracks
or albums.

Digital sales●

The Group specializes in the digital distribution of music
and video content. It markets and promotes the recordingsof independent producers on online streaming or
download platforms. This digital distribution is operated
worldwide under the contractual framework described
below:In return, the Group receives remuneration.

●

●

●

30

Complementary services to artists

producers grant the Group the neighboring rights they
own to their recordings. The contracts entered into
grant the Group the exclusive right to market therecordings concerned on the platforms;
to distribute its catalog, the Group enters into contracts
with digital service providers, such as Spotify or Apple;
the Group receives the revenues generated by thedigital distribution of the recordings from the platforms.
In return for the distribution service, it retains a share ofthese receipts as a commission and then pays thebalance to the producers.

Universal registration document 2023 - Believe

Music production
Occasionally,
the
Group
produces
phonographic
recordings. This activity is mainly carried out in France.
The Group enters into exclusive recording contracts with
its own performing artists. These assign to the Group allneighboring rights attached to their performances.
The Group fully finances the production, promotion andexploitation of the recordings. As producer, the Groupowns the recordings. It pays the performing artists a shareof the operating receipts.
In France, the exclusive recording contract is an
employment contract. The rules of employment law andsocial security law govern it. This type of contract is also
called an “artist contract” in the music industry.

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Presentation of the Group
Markets and competitive position

Music publishing
On a marginal basis, the Group is a music publisher.
In this context, the Group enters into publishing andassignment contracts with songwriters for their musicalworks. Sometimes, the performing artist is the author of
the words of the work and/or the musical composition.
The Group’s music publishing business mainly involves
authors who are also performing artists.
A publishing contract governs the relationship between theGroup and the songwriter. Copyright is applicable to them.

EuropeThe Member States of the European Union have
harmonized their national laws on copyright andneighboring rights.
The latest Directive (EU) 2019/790 of April 17, 2019 on
copyright and neighboring rights in the digital single
market provides for:●●Concert production
In addition, the Group produces concerts and stage
services, known as “live productions”.
In this context, it can rely on co-producers of shows. It
may also use various other parties, such as musicians andtechnicians. Specific rules apply to them, as in France withthe employment scheme for intermittent show businessworkers.

Operation of websites
Lastly, the Group develops and operates websites:●●

to offer and provide online services to users holding
exploitation rights to a catalog of recordings. This is thecase of TuneCore;
websites dedicated to the Group’s labels or to theartists it produces. Through them, it sells derivative
products or “merchandising products”.

This activity entails additional obligations for the Grouprelated to content publication responsibility, e-commerceand consumer law.

1.3.2.1 Regulations relating to literary
and artistic property
Due to its international presence, the Group is subject torules that may differ from one territory to another. These
regulations all aim to protect copyright and copyrightneighboring rights.

International conventions
The Berne Convention for the Protection of Literary andArtistic Works adopted in 1886 defines the minimum
protection that must be granted to authors and theirworks. The Berne Convention provides creators of music
and video content with the means to control how theirworks can be used, by whom and under what conditions.
The Rome Convention for the Protection of Performers,
Producers of Phonograms and Broadcasting Organisations,adopted in 1961, concerns neighboring rights. It defines
the minimum protection that must be granted toperforming artists and producers of phonograms.

various measures to prevent or stop the use ofprotected content by online services, including YouTube;
measures relating to the formalism of contracts
concluded with authors and/or performing artists.
These written contracts must specify the scope of therights transferred, and their intended use in terms ofterritory and duration.

FranceIn France, the Intellectual Property Code covers most of
the rules applicable to copyright and neighboring rights.
The provisions relating to neighboring rights are referred
to in Articles L. 211-1 to L. 219-4 of the Intellectual
Property Code.

Copyright-neighboring rights
The Group is subject to neighboring rights regulations in
two respects:●●

as part of its digital sales activity: contracts signed withproducers;
as part of its more marginal music production activity:
contracts signed with performing artists.

The prerogatives granted by law are comparable to those
granted to authors. Performing artists thus enjoy theexclusive right to consent to the use of their performanceand the exploitation of the resulting recording. Producersof phonograms and videograms also have the exclusive
right to consent to or prohibit the exploitation of recordings.
Neighboring rights are protected for 70 years from thedate of registration.

Copyright: moral and economic rights
The provisions relating to copyrights are referred to in
Articles L. 111-1 to L. 139-1 of the Intellectual Property
Code. The French regulations applicable to copyright also
apply to the Group’s activity:●●●

when it acts as a music publisher;as part of the visual elements accompanying therecordings it produces. Videos and graphic designs
must comply with these rules;
when it distributes merchandising products.

In France, the creator of an intellectual work benefits frommoral and economic rights to their work:●●

the author’s moral rights are perpetual, inalienable andimprescriptible. The author may not assign or waive
them in advance;
the author’s economic rights give him or her the rightto authorize the exploitation of their work and to makea financial profit from it. They last the life of the author
and for 70 years after his or her death.

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1Presentation of the Group
Markets and competitive position

Imperative rules govern the validity of copyrightassignment contracts. These are always interpreted in favorof the author. In principle, the author's remuneration must
be proportional to the revenue generated by the use of thework, except in certain cases where the law provides forflat-rate remuneration.

Other countries of the European Union
In Germany, performing artists enjoy similar protection
under the Urheberrechtsgesetz (UrhG) copyright act.
In the United Kingdom, Luxembourg and Italy, intellectual
property law also has a typology and rules comparable tothat of French law with, in particular, protection of
exclusive exploitation rights, neighboring rights andcopyright.

United States
In the United States, the Group is subject to the UnitedStates Copyright Act of 1976. This law provides for a typeof economic rights similar to those provided for in Franceand Europe.
However, this law provides for penalties that include
punitive damages in the event of willful infringement, theamount of which is set directly by the wording of the law.
Compensation is not limited to the damage suffered. The
maximum amount is $150,000 per act of counterfeiting(one copy is equivalent to one act of counterfeiting).
Convictions can thus reach higher amounts than inEurope.
According to current practices for download operations in
the United States, producers and/or distributors ofphonographic recordings:
●

●
●

32

have full responsibility for identifying the owners of therights to the reproduced works available for download;
must obtain licenses;
pay the royalties due for mechanical reproduction
rights.

Other countries
Due to the Group’s global presence, other local laws apply
to its activities. These generally have similarities with theregulations applicable in Europe, particularly in terms oftypes of rights protected. However, they may have certain
specificities.
These specificities may lead the Group to change certain
contract terms to adapt them to local practices,
particularly in India and Russia.

1.3.2.2 Employment
law regulation
Any contract for a performing artist is presumed to be an
employment contract. Exceptionally, this may be acontract for the provision of services if the artist isregistered in the trade and companies register.
When acting in France as a producer, the Group mustcomply with the rules applicable to employment law.
Performing artists are covered by the general social
security system. They may, however, be covered by
exceptional arrangements such as the intermittent
showbusiness regime. These provisions secure theunemployment insurance scheme for intermittent
workers and strengthen the protection of the right tocompensation for intermittent workers with the lowest
incomes.

1.3.2.3 Regulations relating
to content
The responsibility of technicalintermediaries for hosting content
In the European Union, Directive 2000/31/EC of June 8,
2000, known as the “Directive on e-commerce”, provides,
under certain conditions, for an exemption from liability of
the hosting provider for hosted content.

Thus, the Group must use external service providers to
identify these rights holders and pay the corresponding
fees. The risk lies in the failure to identify the beneficiaryand the lack of control of the procedures implemented forthis purpose.

In France, the Directive on e-commerce was transposed by
Law No. 2004-575 of June 21, 2004 for confidence in thedigital economy (“Loi sur l’économie numérique”, or “Law on
the Digital Economy”).

The US music industry has benefited from positive
regulatory developments in recent years. The Music
Modernization Act, which came into force in 2018,
facilitates the identification of rights holders to musicalworks. It also promotes the obtaining of licenses by
distribution platforms.

The host is under no obligation to filter and/or monitor thehosted content upon publication. It is liable only if it has notacted promptly to withdraw such content as soon as thehost becomes aware of its illicit nature. Specifically, if a third
party notifies the host of the presence of illegal content,
the host must remove it. Failing this, it may be held liable.

As elsewhere in the world, the responsibility for identifying
rights holders and obtaining licenses lies with the digitalplatforms for exploitation by streaming.

The Group provides content to digital service providers. The
latter make such content available to the public. The Group
does not operate as a hosting provider. The specific liability
regime covering this activity does not therefore apply to
the Group.

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Presentation of the Group
Markets and competitive position

Two European regulations come into force between 2023
and 2024:●●

the Digital Services Act applies to any intermediaryoffering online services on the European market and isdesigned to impose new compliance obligations inrelation to the content it hosts. However, the principleof non-liability of intermediaries is maintained;
the Digital Markets Act is applicable to certain online
platforms that have an economic and technical position
that allows them to have a significant impact on theEuropean market and a strong intermediation position
between a large user base and many suppliers of goods
and services. This regulation prohibits these platforms
from setting up preferential treatment for their own
products.

In the United States, many texts regulate the liability of
online technical platforms for illegal content, particularly
counterfeit(1).

Liability for the distribution of content
In France, as a content distributor, the Group must
respect the intellectual property rights of third parties. It
must also respect their personality rights, in particular
their image rights.
The provisions of the law of July 29, 1881 on freedom of
the press are also applicable to it. This law lays down thefundamental principle of this freedom and sets out thelimits thereof(2). This press law applies to the Internet.
In the other countries of the European Union, the rules of
liability related to the distribution of content are similar.
The Group may be held liable for illegal content that it
distributes:●●

Some of the Group’s subsidiaries sell products andservices on their websites.
American and European regulations relating to ecommerce are applicable to them.
In Europe, the e-commerce directive applies to theGroup’s e-commerce activities. It establishes a unified
legal framework throughout the European Union. In
particular, a certain amount of information andstatements about the electronic merchant must be
communicated to the recipients of the services concerned.

Consumer law
European consumer law applies to the Group’s activities
aimed directly at consumers. These activities may consist
of:
●

●

the organization of competitions.

In Europe, Directive 2011/83/EU of October 25, 2011 on
consumer rights applies and stipulates that:or indirectly through digital service providers. The
Group is bound by contractual guarantees in respect ofthese liabilities.

●●

a professional seller must provide the consumer withinformation prior to the conclusion of any contract;a right of withdrawal must be exercisable free ofcharge by the consumer;
the practice of unfair terms, i.e. those creating asignificant imbalance in the respective rights andobligations, is prohibited.

European Directive 2019/2161 of November 27, 2019
strengthened consumer protection rules by imposing:●content legality checks;
systems and procedures to quickly remove illegal
content.

direct sales to consumers, for example ofmerchandising products, in particular by the Nuclear
Blast subsidiary;On the other hand, TuneCore’s online services are notsubject to consumer law as they are mainly intended formusic professionals who use these services forcommercial purposes. However, these services may be
used to a lesser extent by consumers.

●

To limit these risks, the Group has put in place internally:●

Electronic commerce

either itself;

The Group could thus be required to remove or haveremoved content that may be considered illegal (infringing
or racist, negationist or incitement to violence, forexample) in the territory where it is broadcast. It may
incur civil and/or criminal penalties in this respect.
●

1.3.2.4 Electronic commerce andconsumer law regulations

increased transparency for consumers when shopping
online;●the application of effective and harmonized sanctions;●the fight against fake consumer reviews.

It was transposed in France by Order No. 2021-1734 of
December 22, 2021, for implementation from May 28,
2022. In the United States, the protection of consumer
rights is weaker than in Europe.

(1) Copyright Act of 1976, Digital Millennium Copyright Act (DMCA), Music Modernization Act (MMA), Online Copyright Infringement Liability
Limitation Act (OCILLA).
(2) These limits are defamation, insult, incitement to crimes and offenses, and condoning certain crimes.

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1Presentation of the Group
Markets and competitive position

1.3.2.5 Personal data regulation

Its field of implementation is wide:

In the course of its business, the Group collects andprocesses personal data. These include data relating to:●●

the Group’s employees and service providers;●artists whose recordings the Group distributes;●●

persons who communicated them during sales andmarketing operations carried out concerning artists.

The GDPR broadly defines personal data as:●●

any information relating to a natural person;
data that is specifically identified or identifiable directly
or indirectly;
regardless of the person’s country of residence or
nationality.

The GDPR sets out essential rules and principles,
including:
●
●

●
●

●

●

34

●

consumers who have purchased goods or services
through the Group’s online sales sites;

In Europe, Regulation (EU) 2016/679 of April 27, 2016 on
the protection of natural persons with regard to theprocessing of personal data and on the free movement ofsuch data (GDPR) applies to the Group. It entered into
force on May 25, 2018.
●●

processing carried out by an entity outside the European
Union when the processing activities relate to theoffering of goods or services to persons within theEuropean Union or to the monitoring of the behavior(targeting) of these persons.

In its capacity as data controller, the Group is responsible
for compliance with legal obligations. It implements themeasures necessary to ensure compliance with the GDPR
by its relevant entities. In this context, the Group intends
to proceed in the near future with the appointment of a
Data Protection Officer (DPO).
The Group must also comply with similar laws andregulations in countries outside the European Union. For
example and in particular:●●

use for a specific purpose;a limited retention period depending on the type ofdata and its purpose;

personal data produced by any entity established in
the territory of the European Union; or

The penalties provided for in the event of non-complianceare significant. The fine incurred is the highest of thegreater of €20,000,000 or 4% of annual worldwide
revenue.

with regard to the methods of data collection;with regard to the information given to the persons
whose data are collected;

automated and non-automated processing;●in Brazil: the “Brazil Data Protection Law” incorporates
the rules of the GDPR. It entered into force on
September 18, 2020;in the United States: there is no unified regulation
throughout the country. However, certain state laws
grant individuals significant rights in terms of personal
data. For example, in California, Virginia and Colorado;in India, a draft bill, the “Digital Personal Data
Protection Act”, is under discussion.

with regard to the security and confidentiality of thedata held;with regards to data transfers outside the European
Union.

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Presentation of the Group
Group strengths and competitive advantages

1.4

Group strengths and competitive advantages

1.4.1 Believe has a solid positioning at the heart of the digital music
revolution, benefiting from the growing adoption of
streaming and better sharing of value between artists
Strong long term growth prospects
thanks to the growing penetrationof streaming
The Group operates in the global recorded music market,
with an estimated $35.1 billion generated in revenue in
2023 (source: MIDia Research 2023 Recorded Music Market,
March 2024). This market has recorded strong growth inrecent years, with a CAGR (compound annual growth rate)of 11.4% over the 2018-2023 period (source: MIDiA
Research Music Report 2023-2030, June 2023), and is
expected to reach $42.4 billion by 2030 (source: MIDiA
Research Global Music Forecasts, 2023-2030, June 2023).
The Group operates mainly in the digital music segment,
dominated by streaming, which represented 67.6% of the
global recorded music market in 2023 (source: MIDiA
Research Music Forecasts Report 2024). The streaming
segment has enjoyed significant growth in recent years,
with a CAGR of 16.5% over the 2018-2023 period, risingfrom $9.6 billion in 2017 to $20.6 billion in 2023 (source:
MIDiA Research Music Report 2023-2030, June 2023). This
segment is characterized by attractive growth prospects
and is expected to reach an estimated market size of$23.4 billion in 2024 and $33.9 billion in 2030, which
would then represent 81% of the global recorded music
market (source: MIDiA Research Global Music Forecasts 20232030, June 2023).
This growth is expected to be driven mainly by the growing
adoption of paid streaming, the continuing development of
ad-funded streaming and the emergence of new forms ofmonetization of recorded music on social media platforms
such as TikTok, Facebook and Instagram or, for example,
live-streaming platforms.
The adoption of paid streaming by new generations ofusers and the increase in monetization should create
opportunities
innewmarkets
that
are
still
underdeveloped or in market segments that are not very
digitalized, such as metal or classical music.
The digital music markets, and in particular streaming,
continued their strong growth in 2023. The appreciation,
as of the second quarter, of the euro against the dollar
and the local currencies of most emerging countries

affected the growth of the euro market, but structural
trends remained very strong. In 2023, the streaming
market grew 9.2% (source: MIDiA Research Global Music
Forecasts, 2023-2030, June 2023), still driven by favorable
structural market trends and the growing preference ofusers for online consumption.

Accelerated adoption of streaming inemerging countries opening newmarkets where the Group is deeply
entrenched
Paid streaming should benefit in particular from a strong
acceleration of its adoption in emerging markets.
While subscription streaming penetration rates are high incertain mature markets such as the Nordic countries(including Sweden, the home country of Spotify, 46% in2022) and the United States (43% in 2022), they are still
relatively low in certain other developed countries where
the recorded music market is significant in terms of size
and the Group has a strong presence, such as Western
Europe (28% in 2022), representing significant growthpotential in terms of the number of subscribers to a paid
streaming service.
In particular, some markets (considered to be “emerging” inthis respect), such as Latin America and Asia-Pacific, whichhave low penetration rates (14% and 6% respectively in2022), also exhibit high growth potential, as the digitalmusic market in these regions remains dominated by otherlistening formats, such as ad-funded videos, despite steady
growth in subscriptions (source: MIDiA Research Global
Music Forecasts, 2023–2030, June 2023).
This growth potential is expected to translate into an
approximately 2.2-fold increase in the number of paid
streaming subscribers in the emerging markets referred
to above, which is expected to rise from 303 million in
2022 to 669 million in 2030, while developed markets are
forecast to grow less rapidly, from 360 million subscribers
in 2022 to 471 million subscribers in 2030 (source: MIDiA
Research Global Music Forecasts 2023–2030, June 2023).

Universal registration document 2023 - Believe351Presentation of the Group
Group strengths and competitive advantages

The music revolution mix brings with ita new balance that is beneficial to theGroup: a rapid rise in independent
artists and a value shift towards selfreleasing, emerging and establishedartists

the emergence of new digital tools for music creation
allowing artists to produce their own work; aredistribution of market value towards the middle tier ofartists, with broader music discovery fostered bystreaming services; new expectations by artists in terms of
IP retention, fairer sharing of value, and greatertransparency and independence from their record labelsand partners.

Digital and streaming are leading to structural changes in
the artist market, resulting in a higher number of music
creators and self-releasing artists with lower production
costs, a new value split for the players in the artist market
and, in general, different expectations from artists andlabels.

The Group’s offering and positioning were initially focusedon the market of independent labels and emerging andestablished local artists.

Over the 2015-2022 period, the market share of direct
artists (i.e. artists without labels) and independent labels
increased at the expense of that of the majors, rising from
29% in 2015 to 37% in 2023. The independent label
segment strongly outperformed the streaming market,
increasing by 19.3% in 2023 compared to 2022, while theglobal streaming market grew by 9.8%. The combined
direct artists and independent labels segments represent$12.9 billion and are the largest market segment. This
figure does not include the distribution of independentlabels by the music industry majors (source: MIDiA
Research, March 2024).
The rise of the direct artist and independent label
segments has been driven by several factors, including:

The Group then addressed the self-releasing artists
segment. These two segments, in which the Group
believes it has established a leadership position, havegrown faster than the majors' market in recent years,
given the latter's greater concentration on top artists.
Lastly, the Group more recently rolled out its Artist
Services offering, to target the top artist segment.
Today, the Group mainly focuses on digital music genres,i.e. genres that are promoted and marketed mainly on
streaming and social media platforms. Traditional music
genres that are promoted and marketed on traditional
channels, such as television and radio, generate a majorityof their revenues from physical activities. More and moremusic genres are gradually switching to digital in theGroup’s various markets, which represents an importantsource of growth.

1.4.2 A global digital platform offering top quality service
thanks to digital expertise and technology
A unique model with intensive useof technology and data analysis
The Group’s entire organization is technology-driven,thanks to a team of more than 250 highly-skilled productand IT experts(1) based at headquarters, supporting theentire Group and, in particular, key functions in theGroup’s operational and commercial value chain. In
addition, the Group has a digital strategy and prioritizes
technologicalinnovation.
Thistranslated
intoapproximately 40% of central costs being dedicated to
products and technological innovation in 2023. The Groupalso seeks to constantly optimize its technologicalinfrastructure in order to improve efficiency while
adapting to the next growth phases.
Technology and data analysis are used throughout thesales process. All the Group's sales teams are equippedwith technological tools and dashboards to help them
identify artists and labels, sign the best artists for theGroup and provide them with the most appropriate
solutions for their needs. Financing through advances
paid to artists and marketing strategies for artists andlabels are also driven by the use of data-powered tools,
which enable deeper understanding of artists’ audiences
and better assessment of their potential for revenue
generation.
Furthermore, the Group maintains strong and flexible
content management processes, which have enabled it toefficiently ingest, store, enhance and distribute over 3.3
million tracks on Spotify and Apple received from artists
and labels who entrusted the Group with the
management of their catalog in 2023. The Group has
secure and scalable storage capacities for this, enabling it
to store more than 1,300 terabytes of data at this time(with a total storage capacity of more than 3,100
terabytes) on its servers currently located in two data
centers in France.

(1) Comprising employees and consultants

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Presentation of the Group
Group strengths and competitive advantages

The Group has developed a culture of continuously
reviewing its practices in order to optimize working
methods and technological choices, while aiming for thebest value for money. In this context, the Group ispursuing its technological transformation.

A digital DNA providing an unparalleleddigital music business intelligence
Its data management and analysis capabilities also allow
the Group to ingest and process more than 2.5 billion rowsof data per day from digital service providers, with anaverage time to display statistics to artists and labels of nine
hours (see also Section 1.2.3 “Believe is a global digitalplatform offering a high quality of service thanks to its musical,
digital and technological expertise” on page 14 of this
Universal registration document). Thanks to these cuttingedge technological capabilities and in particular to theinvestments made between 2018 and 2020, the Group has
also obtained the status of preferred partner with leading
digital service providers. This status of preferred partner
allows it to benefit from specific advantages such asprivileged access to additional data or the instant validationof works prior to their being made available on theplatforms. All these elements represent an essential
competitive advantage to identify, attract and retain labels
and artists. These elements are also key to developing andgrowing the audience of artists and labels, and enabling an
increasing number of them to reach the heights of theirlocal market.

Strong local teams trained to leverage
the tools developed by the Central
Platform
The Group operates globally, with a local presence inmore than 50 countries and on-the-ground teams andexperts committed to the recruitment and developmentof local artists and labels, in many cases accounting forthe lion’s share of each market. Thanks to its global
geographic footprint, the Group benefits from highdevelopment potential in fast-growing markets such as
Asia, Oceania and Africa (which together represented
26.0% of the Group’s consolidated revenue for the fiscal
year ended December 31, 2023) and Europe, excludingFrance and Germany (which represented 30.1% of its
consolidated revenue for the fiscal year ended December
31, 2023).
The Group’s strong local presence is evidenced inparticular by its robust market share of the digital music
market(1) in some of its key regions(2). Its estimated digitalmusic market shares are between 15% and 20% in India
and around 15% in France. The Group is particularly active
in local listings in its various markets. For example,
Believe positioned itself as the leading player in themarket for French artists in France in 2023, and became
the third player in the German streaming market for local
listings in 2023.
Local teams are trained to optimize the use of the tools
developed by the Central Platform. They provide theirexpertise in local markets and can adapt solutions to local
specificities. By leveraging this operating model
worldwide, Believe is able to deliver a strong quality ofservice to all music creators, artists and labels alike, in all
the markets where it operates and at scale.

1.4.3 Believe offers a differentiated model providing tailoredhigh value-added solutions to labels and artists at eachstage of their career
An integrated offering to meet theneeds of local music creators, artists
and labels at every stage of theirdevelopment
The Group’s ambition is to deliver high-end, go-to-market
solutions to labels and artists by developing a tiered
offering adapted to each artist and label segment.
The Group’s offering includes Automated Solutions,mainly dedicated to music creators and self-releasing
artists, in part through a subscription model based on theprovision of a fully automatised platform (see also Section
1.2.4.2 on page 21 of this Universal registration
document), and Premium Solutions, focused on
independent labels and local emerging, established and
top artists, based on a revenue-sharing model andleveraging the music industry, digital marketing and data
analysis expertise of the Group’s sales teams andtechnology to provide solutions through two offerings:
Label & Artist Solutions and Artist Services (see also Section
1.2.4.1. “Premium Solutions: a customized offering managed
by experts in music and data analysis and supported by
cutting-edge technology, targeting the needs of all artists,(1) Market shares are calculated by dividing the amount of DMS generated by the Group in the relevant country by the total size of said market, as
estimated by the Believe teams based on data shared by the DSPs crossed with MIDiA Research studies.
(2) The geographic markets identified as being key markets by the Group are the markets in which it has the largest local teams or in which it
intends to strengthen its local teams in the future, and include France, Germany, the UK, the USA, India, China, Brazil and Japan.

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1Presentation of the Group
Group strengths and competitive advantages

from emerging to established to top artists” on page 19 of
this Universal registration document). The Group's
acquisition of the Sentric publishing platform in 2023
should enable it to offer artists and labels served byPremium
andAutomated
Solution
additionalmonetization opportunities thanks to high-performancetechnology.

Tools developed to maximize exposureand grow monetization
The Group has developed a set of proprietary marketing
tools and technologies in order to support thedevelopment of labels’ and artists’ marketing strategies,
with numerous applications such as digital campaign
tracking (Backstage Ads), automated content and video
generation for promotion (Backstage Creative), smartlink
generation (Backstage Links 1:1), and online dashboards
providing real-time access to artists’ performance andaudience results.
The Group has also developed internal up-selling
opportunities through its solid presence in each tier of themarket (music creators, emerging and established artists,
top artists). Believe launched the Signed By program,which enables the most promising music creators to be
distributed on the TuneCore platform to accelerate theircareers by benefiting from the Premium Solutions offeredby the Group. At the end of 2023, over 460 artists andlabels worldwide had switched from TuneCore to Believe's
Premium Solutions and its various brands (such as
Nuclear Blast, Naïve, All Points and Groove Attack). The
Group has also set up an analysis tool to automatically
identify artists currently signed for Label and Artist
Solutions, whose high development potential requires
more sustained support and an offering more suited totheir needs in order to succeed. The teams can then use
this tool to sign the best artists for the Group under Artist
Services.

Believe, a trusted partner empowering
artists and labels to develop digitally
The Group has built dedicated offers to best serve artists
at each stage of their career and development withrespect, expertise, fairness and transparency. These
values are the foundation of the relationship with theartists and are perfectly aligned with the corporate project
Shaping Music for Good which supports the commitment
to corporate social responsibility, which is presented in
Chapter 2 of this Universal registration document.
Believe regularly monitors customer satisfaction to
improve and upgrade the level of service. The objective is
to make sure their expectations are met. This regulardialogue with artists and labels is then leveraged to
optimize Believe’s digital high end go-to-market solutions.

1.4.4 A management team led by the founder leads the strategy
in line with the corporate project Shaping Music for GoodA founder-led management teamdeeply rooted in music and technology,
ready for the next growth phasestrong entrepreneurial dynamic. The management team,strengthened in 2022, continued its efforts in terms ofinnovation and differentiation in 2023, while pursuing theroll-out of the profitable growth strategy.

The Group’s management team is organized around Mr
Denis Ladegaillerie, Chairman and Chief Executive Officer
and founder of the Group, and comprises managers withmany years of experience within the Group, in the musicindustry, the digital field and technology, who focus on thedevelopment of artists in the digital ecosystem, including
by providing innovative digital solutions to develop theircareers on a local and global scale.

The involvement of management teams in performance
supports the Group's entrepreneurial culture, and has
been achieved through the allocation of founders' sharesubscription warrants (BSPCEs) and share subscription
warrants (BSAs) until 2019, as well as through theinclusion of a significant variable component in their totalcompensation, subject to quantitative and qualitative
performance criteria. The Group continued this policy
following the admission of the Company’s shares to
trading on the Euronext Paris regulated market on June
10, 2021, through the implementation of an annual longterm incentive plan. These plans are described in detail in
Chapter 4.6.4.4, page 205 of this Universal registration
document. In addition, the entrepreneurial momentum
also inspired the implementation of a first collective
employee shareholding plan in the second half of 2022.

In recent years, the Group’s management team has
successfully designed and implemented a strategy thathas generated steady growth in the Group’s revenue andcatalog, and has established long-term relationships withartists and labels, and streaming and social media
platforms, while establishing a strong musical and digital
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Presentation of the Group
Group strengths and competitive advantages

The Group’s talent – its employees andits artists – are at the center of its
Shaping Music for Good CSR strategy,aligned with the Group's values
The Group’s mission is to develop all artists and labels in
the most appropriate way, at each stage of theirdevelopment, in all local markets around the world, withrespect, expertise, fairness and transparency. These key
values are at the heart of the Group's corporate social
responsibility programme, Shaping Music for Good, which
is fully aligned with its mission. To carry out this strategy,
the Group relies on its “two hearts”, its employees and its
artists.
Shaping Music for Good is based on the following fourpillars (described in detail in Chapter 2 of this Universal
registration document):a) as a priority, develop diverse local talents in their local
markets by supporting local artists and labels at every
stage of their career thanks to Believe's local teams
present around the world, placing the emphasis on
diversity, equity and inclusion (DEI);b) cultivate talent for the digital music era by supporting
the transition of artists to the digital world bydeveloping and training a new generation of digitalmarket experts;c) build trusting relationships through respect, fairness andtransparency with all of Believe’s stakeholders topromote and protect the interests of its artists andlabels, and those of its employees;d) empower Believe's communities to have a long-term
positive impact on society by leveraging technology,
measuring and reducing their environmental footprint,
and rolling out a network of ambassadors forsustainable development.

1.4.5 Believe's model drives strong operating leverage
and relies on optimized capital allocation
A strong track record of profitable
growthThe Group believes that it has demonstrated its capacity
to grow its business consistently, at a sustained rate of
growth while maintaining operating profitability despitehigh levels of investment in its technological platform,
significant marketing and commercial efforts andcontinuous strengthening of its IT teams, sales force andtalent scout teams.
Over the 2021-2023 period, the Group recorded strong
revenue growth, with a Compound Annual Growth Rate
(CAGR) of 23.5%, growing from €577.1 million for the fiscal
year ended December 31, 2021 to €880.3 million for the
fiscal year ended December 31, 2023. This development isdriven by the growing adoption of streaming, the growthand performance of the Group’s catalog, and thesuccessful integration of several targeted acquisitions,which contributed to the Group’s growth. After a 31.8%
increase in revenue in 2022 including the effects ofembedded currencies in positive digital monetization,
revenue increased by 15.7% in 2023, reflecting resilient
growth in paid subscription streaming, with additional
market share gains more than offsetting a slowdown in
ad-funded streaming resulting from deteriorated
economic conditions and negative embedded currency
effects related to the strengthening of the euro versus
local currencies. Digital sales include embedded currencytranslation effects, as the amounts from subscriptions andadvertising are collected in local currencies by thestreaming platforms, which then pay them back mainly ineuros to the Group.

A proven external growth strategy andclearly identified roadmap to foster
development
The Group draws on its in-depth knowledge of local
markets and its proximity to various players, giving it
visibility over a number of clearly identified and constantly
updated potential targets, while establishing close
relationships with potential sellers. This approach
supports a policy of targeted external growth, which has
successfully contributed to the Group's development.
Thanks to its ability to precisely identify acquisition
opportunities and successfully integrate them, the Group
believes that it is well positioned to seize other external
growth opportunities that should contribute to future
revenue growth. Following a pause in 2022 in view of anuncertain economic environment that, ultimately, did not
result in a decline in the valuations of private companies,
the Group resumed its external growth strategy in 2023
with in particular the acquisition of Sentric in March. The
acceleration of the digitization of the music publishingmarket has offered Believe an exciting opportunity tocreate a service for songwriters and publishers, in a waythat is both innovative and complementary to its core
recorded music offering. The acquisition of Sentric is a
first step in building a leading collection platform and is a
key component of a comprehensive music publishingoffering.
See also Section 1.5.3 “Accelerate revenue growth through atargeted external growth strategy” on page 42 of thisdocument.

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1Presentation of the Group
Strategy and medium- and long-term objectives

A diversified revenue mix providing
adequate visibility over future growth
The Group maintains a large base which, at the end of
December 2023, stood at around 1,350,000 artists, either
directly or via their labels, and has strong relationships
with more than 100 streaming and social media
platforms.
The Group estimates that less than 10% of its digitalrevenue comes from its top 10 artists and labels, forwhom the average duration of contracts signed with theGroup is around 8.5 years(1). Furthermore, the Premium
Solutions business relies mainly on contracts of three
years or more, providing good visibility on thedevelopment of the catalog under management.
Lastly, the Group also benefits from a geographicallydiversified revenue mix, with 16.8% of its consolidated
revenue generated in France, 12.6% in Germany, 30.1% in
the rest of Europe, 14.6% in the Americas and 26.0% in
Asia/Oceania/Africa for the fiscal year ended December
31, 2023.

A financial model offering solid
operating leverage
Following a phase of significant investments in the Central
Platform from 2018 to 2020 in order to serve moreregions with a very high quality of service and meet thedemands of streaming platforms, investment is ongoing,
although to a lesser degree.
The Group adapts its pace of investment to growth in eachof its markets, while improving operational efficiency
within the Group. As a result, the costs related to theCentral Platform have decreased as a percentage ofrevenue. This improved amortization of Central Platform
costs translated into a continued improvement in theadjusted EBITDA margin, which amounted to 5.7% in
2023, compared to 4.6% in 2022.

The Group also continued to invest in local teams and in
the development of new services in key geographicalareas. Each year, a significant portion of revenue isreinvested at the segment level to strengthen the teams
and prepare for the future growth of its activities.

A strict risk and cash management
to support development
The Group manages its contracts according to target
EBITDA margins and has set up a central risk control
system for all commercial matters. In addition, all digitalrevenue collection is carried out via a single central point,
which facilitates centralized management and control. The
Group has also deployed unified tools and procedures inall the countries where it is present thanks to the Central
Platform.
Customer advances to artists and labels which are part of
the global services are managed centrally. The Group uses
a certain number of criteria, including return on assets,adjusted EBITDA margins, return on investment and risk
assessment to make its decision regarding customer
advances agreed as part of a contract. Over the first halfof 2023, the Group had numerous commercial
opportunities to renew several contracts for much longer
terms and under more attractive financial conditions withseveral leading labels and established artists. These much
longer terms have an impact on the level of annual
reconciliation of advances, which automatically decreased
over 2023 due to these much longer terms, to stand at
40%, compared to 51% over the fiscal year ended
December 31, 2022.

1.5 Strategy and medium- and long-term objectives
The Group’s strategy is to build the best artist digitaldevelopment company by reinforcing and expanding its
existing capabilities through investments in the Central
Platform (1.5.1), by continuing to invest heavily in thedevelopment of its local presence (1.5.2) and byaccelerating growth through its targeted external growthstrategy (1.5.3).

increase carried out in the context of the admission of theCompany’s shares to trading on the Euronext Paris
regulated market on June 10, 2021. After approximately€60 million in acquisitions in 2021, the Group put its
external growth strategy on hold in 2022 due to the highlevel of economic uncertainties, but resumed it in 2023
with the acquisition of Sentric.

Moreover, in order to finance its external growth strategy,
the Group raised €300 million as part of the capital(1) Average duration of the total contractual relationship calculated on the basis of the relationship duration already elapsed and the remaining
duration under the terms of the current contract (excluding the exercise of any option(s) or tacit renewal).

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Presentation of the Group
Strategy and medium- and long-term objectives

1.5.1 Reinforce the Group’s appeal by expanding existing
capabilities through significant investment in theCentral Platform
To sustain its growth, the Group intends to continue
investing in the development of its Central Platform. The
Group will pursue its innovation efforts to identify the bestartists and foster audience development, as well as its
automation efforts to optimize operational efficiency. The
Group intends to develop new tools and solutions forlabels and artists, as well as enhancing its existingproducts and services. By way of illustration, a new user
experience and new distribution functionalities were
integrated into the Automated Solutions offering, which isalso starting to benefit from greater integration with theGroup’s technologies. TuneCore switched to the royalty
management system rolled out in Premium Solutions
between 2021 and 2022. The Group also extended its data
analysis and digital marketing capabilities to optimize thedetection of artists and labels, and maintain its lead interms of digital service quality. The Group notably focuseson the development of new audience development
solutions and virality tools, while optimizing its detection
and assistance solutions in signing the most appropriate
contracts for each individual.
The Group also intends to invest in technological innovationin order to continue to develop its partnerships with themain streaming and social media platforms and other fastgrowing emerging players offering new forms of music
monetization. Believe will also continue the automation ofcomplex internal processes (such as content ingestion,
control and validation). The Group will also develop
additional data analysis tools to facilitate decision-making
on geographic expansion and investments, in order to
optimize the execution of its strategy to develop
commercial offerings in new geographical areas.

1.5.2 Pursue investment in local teams to support organic growth
globally with a rigorous and proven strategy
The Group considers that it has further potential topursue sales and marketing growth globally, supported by
the increasing digitalization of the music market
combined with continued market share gains in selected
key geographies.
This growth potential is expected to result in an
approximately 2.2-fold increase in the number ofsubscribers to a paid streaming service in emerging
markets, which should increase from 303 million in 2022
to 669 million in 2030, while developed markets are
expected to experience slower growth in the number ofsubscribers, which should increase from 360 million in
2022 to 471 million in 2030 (source: MIDiA Research Global
Music Forecasts 2023-2030, June 2023). Emerging markets
are expected to grow faster than developed countries,
with the Asia-Pacific region poised to become the largest
market in terms of streaming service subscribers. The
streaming market in China is expected to grow by morethan 120% from 2022 to 2030, while growth for India is
expected to be over 200% over the period (see also

Section 1.4.1 “Believe has a solid positioning at the heart ofthe digital music revolution, providing greater opportunities
for monetization in more regions and better sharing of value
between artists” on page 33 of this document).
Moreover, the Group's market share gains in certain key
geographic areas(1), despite its solid positioning in a
number of countries where it operates, represent
significant upside potential for the Group. In 2023, theGroup's digital music market share was estimated at
between 15% to 20% in India and around 15% in France(2).
The Group intends to rely on several identified levers ofdevelopment to ramp up in its existing regions to reach orconsolidate leadership positions in local markets, such as
the expansion into music genres that are shifting todigital, the provision of additional Premium Solutionscommercial offers, the roll-out of the Automated Solutions
offering in new countries, the enhancement of theGroup’s offering with new products (including a music
publishing offer currently under development) and thecompletion of synergistic acquisitions.

(1) The geographic markets identified as being key markets by the Group are the markets in which it has the largest local teams or in which it
intends to strengthen its local teams in the future, and include France, Germany, the UK, India, China, Brazil and Japan.
(2) Market shares calculated by comparing the amount of DMS generated by the Group in the relevant country to the total size of that market, , asestimated by the Believe teams based on data shared by the DSPs crossed with MIDiA Research studies.

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1Presentation of the Group
Strategy and medium- and long-term objectives

The potential for expansion into new countries isunderpinned notably by the global expansion of digital
service providers, with a player such as Spotify operating(or having announced its intention to operate) in 184
countries at the date of this Universal registration
document (source: “Spotify 20-F annual report”, February2024). Already present in 17 countries for its AutomatedSolutions(1) and in a current total of over 50 countries for
its Premium Solutions(2), the Group has thus identified
additional potential in many new countries. The 50
countries in which the Group is present account for over
90% of the global music market.
The Group's international expansion is based on arigorous and proven action plan which consists ofidentifying countries in which the streaming penetration
rate is still low and which present strong growth potential
so as to apply a systematic and repeatable development
strategy, generally organized around: (i) the launch of a
new service layer or a new music genre, with the hiring
and training of a dedicated team with strong experience inthe local music market, (ii) followed by an 18-to-24-month
ramp-up phase with strict performance monitoring, at theend of which the decision is taken by the Group whether
or not to make further investments in human resources
there, and finally (iii) if a decision is made to make further
investments, the reinforcement of local teams through therecruitment of more experienced local managers and/or
the strengthening of the growth plan through acquisitionsor the development of additional services or offers.
This international expansion strategy has proven effectivein the past. The Group set up operations in this way inIndia in 2013, distributing catalogs of movie soundtracks(mainly“Bollywood”
music),
beforesignificantly
diversifying its catalog into other genres, becoming one of
the most recognized players of the local digital music

market. In 2019, the Group used external growth toaccelerate development in this market, making threeacquisitions (Venus, Entco and Canvas), and launching its
Automated Solutions offering in 2020. Believe continued
to pursue its external growth strategy in the country withthe acquisition of SPI Think Music in 2021, increasing its
coverage of South India. Locally, the Group relies on an
extensive local network with offices in seven regions of
the country, as well as in Pakistan and Bangladesh, to best
meet the needs of local artists and support thedevelopment of local music genres. The Group has
developed an excellent reputation in these regions, due inpart to a rigorous human resources development process.
Thanks to this strong local footprint, the Group believes it
is well positioned to source and execute attractive
external growth transactions in India and extract
meaningful synergies.
More recently, the Group continued its expansion in Asia,
which is expected to be the world’s largest market within
the next 10 years, applying the same strategy. In 2022, theGroup strengthened its management team in the region,
with several appointments of CEOs at the regional andcountry level (in Indonesia, Thailand and the Philippines).
In 2023, The Group reinforced its capabilities in Greater
China and launched its full offering in Japan. Believeoccupies market leadership positions in most of theregion’s eight key territories, supporting their dynamism
and the growth of local artists. In this region, the Group
operates in all its segments (Premium Solutions andAutomated Solutions) and has invested steadily over thelast 10 years: firstly deploying Label & Artist Solution bytargeting the emerging and established artists segment ineight markets, then by launching Artist Services in threemarkets to meet the needs of established artists.

1.5.3 Accelerate revenue growth througha targeted external growth strategy
The Group has successfully integrated artist and label
services activities, including the acquisition of Nuclear
Blast, a leading global metal label, in Germany in 2018; theacquisition that same year of a stake in Tôt ou Tard, aFrench label; the acquisition of Entco Music and Canvas,
specializing respectively in show production and artist
services in India, in 2019; the acquisition of a majority
stake in DMC, a leading label in Turkey, in 2020; theacquisition in 2021 of a minority stake in Play Two, aleading independent label in France; the acquisition of aminority stake in the leading Philippine label Viva Musicand Artists Group; the acquisition in 2021 of a majority
stake in Jo & Co, a highly reputed independent label inFrance; and more recently, the acquisition of Sentric,
representing a first step in the development of a leading
technology-based music publishing offering.
The Group also creates joint ventures with labels or
specialized teams to develop artists in specific genres. In
2022, Believe entered into a partnership with the Madizinlabel to develop Schlager artists in Germany, and took astake in Morning Glory Music, DJ Bellek's company, one of
the main Hip Hop players in France. In early 2023, theGroup invested in Structure, a label launched by twoleading French producers who have identified a wealth oftalent from the recent French scene.

(1) Countries where the Group has local sales teams (and in some cases a local domain name for TuneCore).
(2) Countries where the Group has a local presence through employees and/or external consultants.

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Presentation of the Group
Strategy and medium- and long-term objectives

Some acquisitions have also added new marketing anddigital promotion solutions to the Group’s offering, bystrengthening its technological platform. For instance, theGroup made the transformational acquisition of TuneCore
in the United States in 2015, which enhanced its offeringwith Automated Solutions for artists, which is now one of
the Group’s segments. The Group also acquired
SoundsGood in 2020, specialized in creating innovative
digital marketing tools for artists, and took a minority stakein IRCAM(1) Amplify, IRCAM’s commercial entity for audio
innovation.
Furthermore, the Group expanded its distribution
capabilities with, for example, the acquisition in 2018 of
Groove Attack, a leading German independent distributor
specialized in hip-hop, and the acquisition in 2015 ofMusicast, a French distributor also specialized in hip-hop.
Lastly, the Group may consider acquiring catalogs on an
opportunistic basis, as happened with the acquisition in 2016of Naïve, an independent French label specializing inclassical music, or the acquisition of Venus Music Private Ltd
in 2019 (renamed Ishtar in 2021), an Indian company with acatalog consisting mainly of “Bollywood” music, theacquisition of SPI Think Music, an Indian company thatperpetually holds a dynamic catalog of popular film music
and independent artists from South India, or more recently,
in 2023, the acquisition of the catalog of White Hill, a leading
Punjabi music catalog.
The Group’s external growth strategy has benefited from its
ability to detect and analyze potential targets based on its in-depth knowledge of local markets. The Group also benefits
from its strong brand image, its reputation and its soundfinancial position, enabling it to carry out transactions at an
attractive value and with a satisfactory conversion rate. Oncethe transaction is completed, the Group implements a welldefined integration plan to ensure that the target’s businessis managed according to the same vision and values as theGroup's.
The Group operates in a fragmented market withhundreds of potential targets. The Group therefore
continuously monitors a large number of targets, andaims to conduct a dynamic financial policy taking
decisions that favor the most attractive opportunities,
both in terms of return on investment and future growth.
Artist and label service companies represent more thanhalf of the targets identified by the Group to date,followed by technology and digital marketing companies,
opportunistic catalog acquisitions and distribution players.
The acquisition in the UK of Sentric, an advanced technology
platform for music publishing, was followed in the second
half of 2023 by the roll-out of a comprehensive integration
plan, which enabled Sentric's teams to integrate rapidly into
the Group both operationally and culturally. Sentric now
operates using the Group's systems. Lastly, the integration
plan also made it possible to develop a new value
proposition to target artists and labels signed underPremium Solutions, as well as all songwriters, while
integrating the music publishing offering more widely for
self-releasing artists in Automated Solutions.

1.5.4 Medium-term and long-term outlook
The objectives and trends presented below are based ondata, assumptions and estimates, particularly in terms of
economic outlook, considered reasonable by the Group at
the date of this Universal registration document.
These outlook and objectives, which result from theGroup’s strategic orientation, do not constitute forecasts
or estimates of the Group’s net income. The figures, data,assumptions, estimates and objectives presented below
may change or be modified in an unforeseeable manner,
depending, among other things, on changes in theeconomic, financial, competitive, legal, regulatory,
accounting and tax environment or on other factors ofwhich the Group is not aware at the date of this Universal
registration document.
In addition, the materialization of certain risks describedin Chapter 3 “Risk factors, internal control and risk
management” of this Universal registration document
could have an adverse effect on the Group’s business,financial position, market situation, results or outlook, andtherefore call into question its ability to achieve theobjectives presented below.
Furthermore, the achievement of these objectives
requires the success of the Group’s strategy and its
implementation.
Therefore, the Group does not make any commitment or
give any guarantee that the objectives in this Section will
be achieved.

Outlook for the evolution of the Group’s
activities and financial objectives
The outlook for the Group’s activities and the financial
objectives presented below are based on market trends
and prospects in line with those set out in Section 1.3.1
dedicated to market trends in the recorded music industry(1) Institute for Research and Coordination in Acoustics/Music (Institut de recherche et coordination acoustique/musique).

Universal registration document 2023 - Believe431Presentation of the Group
Strategy and medium- and long-term objectives

on page 24 of this Universal registration document andthe assumptions presented in Section 5.4.1, page 213, of
this Universal registration document (in particular theGroup’s market share gains in key geographic regions(1)).
Over the 2021-2025 period, the Group’s objective is toachieve a CAGR for organic revenue at constant exchange
rates(2) of between 22% and 25%. The Group intends tocontinue to benefit from the growth of the digital music
market, which has a favorable outlook, and from continued
market share gains in its key geographic markets. Beyond
2025, the Group expects revenue growth (after taking into
account acquisitions) to stabilize at around 20%.
Growth in revenue at constant exchange rates iscalculated by applying to the revenue for the period andthe comparative period of each Group entity expressed in
its reporting currency, the average exchange rates for thecomparative period. Excluding any exchange ratevariances resulting from transactions carried out byreporting entities in currencies other than their operating
currency.
Organic revenue growth corresponds to revenue
generated in year n by all companies included in theGroup's scope of consolidation at December 31 in year n-1(excluding any contribution from companies acquired
during year n), compared to revenue generated in year n1 by the same companies, regardless of the date on which
they entered the Group's scope of consolidation.
The Group also records the currency impacts directly
embedded in digital sales. These include embedded
currency translation impacts, as the amounts fromsubscriptions and advertising are collected in local currencies
by the streaming platforms, which then pay them mainly ineuros to the Group, resulting in currency impacts being
included in its organic growth. The Group has set up an indepth analysis of the impacts of foreign exchange rates on
its digital markets and is now also monitoring organic growth
adjusted for neutralized embedded currency effects,
calculated by adjusting the organic growth of digital sales by
the estimated foreign exchange impact for each digitalmarket served by the Group.

In addition, the Group has a strategy of targeted
acquisitions in order to accelerate its growth (see Section
1.5. “Strategy and objectives” on page 40 of this Universal
registration document). After putting its external growth
on hold in 2022 in view of an economic environment that
had become more uncertain, which could have resulted ina decrease in the valuations of the targets identified, theGroup resumed its targeted external growth strategy,
notably with the acquisition of Sentric in 2023.
The Group aims to achieve an adjusted EBITDA margin(3) of
between 5% and 7% by 2025. The Group intends to benefit
from a gradual reduction in its Central Platform costs
expressed as a percentage of revenue, under the combined
effect of revenue growth over the period, better absorptionof fixed costs, and of the continued pursuit of automation
efforts, making it possible to continue its significant
investment in the development of the Central Platform. The
Group will also continue to invest heavily in thedevelopment of the commercial and marketing capabilities
of its various local entities. The Group anticipates a gradualstabilization of its adjusted EBITDA margin at around 15%
at the end of its strong growth phase.
By 2025, the Group’s expenditure on property, plant andequipment and intangible assets (excluding expenditureon external growth) is expected to increase in absoluteterms, in order to support the growth of its activities, but
to decrease as a percentage of revenue, to less than 4%(compared with 5.6% for the fiscal year ended December
31, 2023; this figure includes catalog acquisitions). This
trend is expected to continue beyond 2025.
Finally, the Group intends to pursue its strategy of offering
financing solutions to certain artists and labels via thepayment of advances, in support of its commercial
strategy in the Premium Solutions activity. The
implementation of this strategy will impact the Group's
working capital requirement(4), which should have anegative impact on the Group’s cash flows.

(1) The geographic markets identified as being key markets by the Group are those markets in which it has the largest local teams or in which it
intends to strengthen its local teams in the future, and include France, Germany, the UK, India, China, Brazil and Japan.
(2) Organic growth at constant exchange rates corresponds to revenue growth at constant exchange rates and on a like-for-like basis.
(3) Corresponds to the ratio of Adjusted EBITDA to revenue. Adjusted EBITDA corresponds to operating income (loss) before depreciation andamortization, share-based payments and other operating income (expense).
(4) Working capital requirements correspond mainly to the value of inventories plus trade receivables, advances to artists and labels and othercurrent assets, less trade and other payables and other current liabilities (see also Section 5.3.2.1 “Working capital requirement” of this
Universal registration document).

44

Universal registration document 2023 - Believewww.believe.com

Presentation of the GroupThe Group’s organization and headcount

1.6

The Group’s organization and headcount

1.6.1 Simplified organizational chart
The simplified organizational chart below presents the Group's organization and the main countries in which it operates.
See also Note 2.2 to the Group's consolidated financial statements for the fiscal years ended December 31, 2023 and 2022,
which presents the Group's scope of consolidation on page 250 of this Universal registration document.

BELIEVE
SA100%

BELIEVE DIGITALSRL
BELIEVE DIGITAL
OOO

100%

PLAY 2
SAS

25%

JO AND COSAS

BELIEVE DIGITAL
GMBH

100%

MORNING GLORYMUSIC SAS

MADIZIN MUSIC
GMBH

51%

24%

STRUCTURE PY
SAS

SOULFOOD MUSIC
DISTRIBUTION GMBH

100%

51%

6&7
SAS

NUCLEAR BLAST
GMBH

100%

100%

BELIEVE DIGITALHOLDINGS Inc.

53,3%

100%

100%
100%

SENTRIC MUSIC
INC

51%

100%

NUCLEAR BLAST
AMERICA Inc.

100%

TUNECOREInc.

SENTRIC MUSICGROUP
SENTRIC MUSICLTD

SENTRIC MUSIC(SWITZERLAND) LTD

100%

100%

BLACK ROCK PUBLISHINGLTD

MASSTRAX MUSIC
LTD

100%

100%

SENTRIC MUSIC
PUBLISHING LTD

IQ MUSIC
LTD

100%

SENTRIC MUSICPTY LTD

100%

100%

NUCLEAR BLAST(UK) LIMITED55%

TUNECORE JAPANKK

48%

LILI LOUISE MUSIQUESASBELIEVE INTERNATIONAL
S.à r.l.

ENTCO MUSIC PRIVATELIMITED100%

BELIEVE DIGITALPRIVATE LIMITED

100%

76%

100%

100%

VIVA MUSIC AND
ARTISTS GROUP Inc.

15%

100%

PT BELIEVE MUSICINDONESIA

100%

100%

BELIEVE
TAIWAN, INC

100%

100%

BELIEVE JAPAN
GK

100%

BELIEVE MUSIC SEAPRIVATED LIMITEDBELIEVE MUSIC(SHANGHAI) COMPANY
LIMITED

Subsidiary: + of 50% of shares/voting rights
owned by Believe group Companies
duly incoporated (they have a legal
personnality)
Aﬃliate: less than 50% of shares/voting
rights owned by Believe group
Companies duly incoporated(they have a legal personnality)

BELIEVE
INTERNATIONALHOLDING Inc.

60%

SPI MUSICPRIVATE LIMITEDDOĞAN MÜZİK YAPIM
VE TİCARETANONİM ŞİRKETİ

100%

50%

GS BELIEVE
LLP

100%

CANVAS TALENTPRIVATE LIMITEDBELIEVE DIGITALCANADA Inc.

NETD MÜZİK VİDEO
DİJİTAL PLATFORM
VE TİCARETANONİMŞİRKETİ

BELIEVE DIRECT
LIMITED

49%
(and
91%
votingrights)BELIEVE DIGITALHOLDINGS (THAILAND)
CO LTD51%

49%

BELIEVE DIGITAL(THAILAND)
CO LTD100%

BELIEVE MUSICAMERICA LLC

Universal registration document 2023 - Believe45

1Presentation of the GroupThe Group’s organization and headcount

1.6.2 Main subsidiaries
Luxembourg Trade and Companies Register. Believe
International SARL provides services to distribute andpromote music content intended for artists and labels;

The principal direct and indirect subsidiaries of theCompany at the date of this Universal registration
document are described below:
●

●

46

TuneCore Inc. is a US corporation with share capital of
US$1, whose registered office is located at 251, Little
Falls Drive, Wilmington, New Castle, Delaware, UnitedStates, and is registered under number 4251685 in the
Division of Corporations of the State of Delaware.
TuneCore Inc. provides services to distribute andcollect digital music publishing and licensing rights;
Believe International SARL is a Luxembourg limited
liability company, with share capital of €17,312,000,
with its registered office at Spaces – 5, Place de la Gare,
Bureau 601, L-1616 Luxembourg City, Luxembourg
and registered under number B 230.194 in the

Universal registration document 2023 - Believe●

Nuclear Blast GmbH is a limited liability company
under German law, with share capital of €500,100,
whose registered office is located at Oeschstrasse 40,73072 Donzdorf, Germany, and which is registeredunder number HRB 540822 in Commercial Register Bof the District Court of Ulm (Handelsregister B of the
Amtsgerichts Ulm). Nuclear Blast GmbH is a music label
specializing in heavy metal and all its derivatives;

The Group’s recent acquisitions and disposals aredescribed in Section 5.1.2.4 on page 214 of this Universal
registration document.

www.believe.com

Presentation of the GroupThe Group’s organization and headcount

1.6.3 Headcount
As at December 31, 2023, the Group had 1,919 employees
in the companies included in its scope of consolidation,
including 699 in France(1).
For the fiscal year ended December 31, 2023, the Group’s
payroll amounted to €156 million compared to €135
million for the fiscal year ended December 31, 2022 and€105 million for the fiscal year ended December 31, 2021.
The payroll is the sum of all gross salaries and theemployer’s social security contributions, as well as
employee profit-sharing and other personnel costs, paid
during each financial year.

The table below shows the change, over the last three fiscal years, in the Group’s headcount by reporting segment:
Employees as of December 31
Segments

2023

2022

2021

Premium Solutions & Automated Solutions

1,322

1,059

940

597

592

490

Central Platform

The table below shows the change, over the last three fiscal years, in the Group’s headcount by geographical area:
Employees as of December 31
Geographical areas

2023

2022

2021

France

699

641

559

Germany

264

254

246

Other Europe

327

237

220

Americas

187

177

156

Asia/Oceania/Africa

442

342

249

1,919

1,651

1,430

TOTAL
The number of employees continued to grow in 2023 withan increase of +16.2% compared to 2022, reflecting theacquisition of Sentric and continued investment in local
teams, and thus supporting the Group’s future profitable
growth. Most of the hires took place in the second half of2023. The number of employees rose sharply in Europe,
excluding France and Germany (+38.0%), and in Asia
Pacific and Africa (+29.2%), notably with the internalizationof positions previously held by consultants and thetransfer of certain functions to India.

(1) In this Chapter, the Group’s headcount is presented at the end of the period, excluding interns and temporary workers. In addition, the Grouprelies on the services of external consultants in a number of countries where it operates. These consultants are not counted as employees.

Universal registration document 2023 - Believe

47

48

Universal registration document 2023 - Believewww.believe.com

2

Non-Financial
Performance
Statement

Corporate social responsibility
2.1

Shaping Music for Good:a strategy aligned with
Believe’s values

50

2.1.1 Shaping Music for Good, a CSR strategy
at the heart of Believe’s business model50

2.1.2 Believe’s values
2.1.3 A structured CSR organization

53
53

2.2

Analysis of the risks andopportunities related toGovernance, Social andEnvironmental issues

2.2.1 Nurturing the Shaping Music for Goodapproach through dialogue withstakeholders
2.2.2 Policies and actions to address ESG
challenges: risk and opportunities table2.3

An ethics and deontologicalsystem as close as possible toemployees, artists and labels

2.3.1 Organizing the governance of ethical issues
2.3.2 Deploying policies and tools to apply
ethics and compliance standards
2.3.3 Setting up and raising awarenesson the whisteblowing alert protocol

2.4

Employees at the heart ofBelieve’s business model andShaping Music for Good

2.4.1 Believe employees in key figures
2.4.2 A structured human resources
organization to support the Group’s growth
2.4.3 Be an attractive employer: hiringand integrating talent
2.4.4 Retaining and supporting employees
in their careers
2.4.5 Creating a diverse, inclusive and fairworking environment

2.4.6 Developing efficient working conditions,well-being and mental health2.4.7 Deploying a fair compensation systemand sharing value creation with employees
2.4.8 Ensuring continuous dialogue with theteams and measuring the level ofcommitment and satisfaction

2.5

57
57
62

67
67
67
68

69
69
71
72
74
77

A committed player serving
artists and labels, and local
communities

2.5.1 Nurturing relationships of trust andsupporting creativity with our artists
and labels, and our stakeholders
2.5.2 Leading change in the music industry
and developing a culture of engagementwith local communities

2.6

80
83

84

85
85

89

Actions on the ground in favorof the environment
91

2.6.1 Formalizing the environmental approach
2.6.2 Supporting the engagement of employees
and the music and digital industry to theenvironment
2.6.3 Applying the principles of the “green
taxonomy” to measure its contribution
to the EU’s climate objectives

92

95

96

2.7

Methodological note andsummary of indicators

102

2.7.1
2.7.2
2.7.3
2.7.4

Scope of the risks covered
Reporting period and frequency
Reporting scope
Non-financial indicators

102
102
103
103

2.8

Report of one of the Statutory
Auditors, appointed as anindependent third-party
organization, on theverification of theconsolidated Non-Financial
Performance Statement
112
Universal registration document 2023 - Believe49

2

Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values

For this third publication of its Non-Financial Performance
Statement (NFPS), Believe has brought together, in
Chapter 2 of its Universal Registration Document (URD),
the relevant information regarding the Group’s strategy
and main non-financial risks and opportunities, their
management and their control, as required by theregulatory framework of the NFPS.
In addition to Believe’s business model and values
presented in Chapter 1 of the URD, Believe publishes inthis Chapter 2 (NFPS), useful social, societal andenvironmental information that is important tounderstand its CSR approach, Shaping Music for Good.
This NFPS presents the initiatives already launched andthe improvement focuses to be carried out in the shortand medium term.
Section 1 presents Believe’s CSR strategy and its place inBelieve’s business model.

Sections 2 and 3 describe the governance of corporate
responsibility, the materiality analysis and the frameworkof professional ethics. Stakeholder expectations and asummary table of non-financial challenges, risks andopportunities are presented in Section 2.
The commitments made to employees in response to thematerial risks and opportunities identified are presented
in Section 4.
Commitments to artists and labels, the music industry andcivil society are set out in Section 5.
Section 6 provides details of our environmental andclimate initiatives.
Finally, Section 7 presents the methodology and indicators(key and additional indicators) monitored under this NFPS
and the Shaping Music for Good program.

2.1 Shaping Music for Good: a strategy alignedwith Believe’s values
The concept of social responsibility is embedded inBelieve’s history and its primary purpose. Since its
creation in 2005, the Group has positioned itself with local
artists and labels in an inclusive way: giving all the means
to access streaming and social media platforms, and tomonetize their creations. Whatever the stage of theircareer, the solutions and tools of Believe’s innovative andconstantly evolving technological platform enable them toaccess the power of the digital market.

2.1.1 Shaping Music for Good, a CSR strategy
at the heart of Believe’s business model
The early 2000s marked a major turning point in thehistory of the music industry with the arrival of theInternet, digital tools and social networks. Very early on,
Believe anticipated and prepared for the rapid evolutionof digital uses (streaming, social networks, etc.), frommusic production to distribution and consumption:●●

development of new digital tools to support music
creation;
evolution of the distribution of market value towards
the middle class of artists;●

new expectations of artists (control of rights, moretransparent value sharing, independence).

Believe offers an alternative that allows artists and labels
to lead their careers in a more autonomous, fast and agile
way, by assisting them with their promotion anddistribution on digital platforms, while respecting theircreativity and artistic content. Believe addresses at all
types of music (urban, pop, electronic, classical, jazz, indie,
traditional local music, etc.).

Chapter 2 of this Universal Registration Document provides a complete and transparent description of Believe’sbusiness model and its contribution to the creation of value, in the short and medium term, for the benefit of all its
stakeholders.

50

Universal registration document 2023 - Believewww.believe.com

Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values

Thebusiness model

Believe’s mission is to develop artists at every stage of their career and development, in all local markets
The Group’s around the world, with respect, expertise, fairness and transparency.

ARTISTS SERVICESSOLUTIONS PREMIUM

Tailored go-to-market and audiencedevelopment strategies
50% tech / 50% music and digital expertise

Emerging and EstablishedLabels & Artists

Revenue share model

93.7% of revenue
60% to 65% of recording
fees collected by Believe
through the DSPs paid
to artists and labels

LABEL AND ARTISTS SOLUTIONSDistribution, marketing and digital promotion
70% tech / 30% music and digital expertise
Revenue share modelMusic creators andself-distributed artists

6.3% of revenue

TUNECORE

SOLUTIONSAUTOMATED

1,3 million artists, directly or through their labels

Established and
Top Labels & Artists

80% (freemium model)
to 100% (paid model)of royalties paid
to creators

Tech distribution platform for music creators
100% tech
Subscription model

Streaming
platforms+100 DIGITALPARTNERS

Social media
platforms

The Group’s Business model is supported by the four priorities of its corporatesocial responsibility (CSR) strategy: Shaping Music for Good.

SHARED VALUE CREATIONWITH OUR VARIOUS STAKEHOLDERSRESSOURCES

HUMAN
CAPITAL• 597 experts
in the central platform• 1,322 music• and digital experts• Training
and monitoring• Compliancepractices

CAPITALTECH &INNOVATION• Proprietaryand scalable
technologicalplatforms (Backstage,
TuneCore)• Data collection,
processing
and analysis capacity• Innovationin functionalities& services adapted
to new digitalpractices• Cybersecurity
and data protection

OPERATING
CAPITALFINANCIALCAPITAL

ARTISTS, LABELS& BUSINESSPARTNERS• A central platformthat develops
all solutions
and innovations(products,
formalizationand deployment
strategies for oﬀers,
etc.)• A local network
deployed in+50 countries• Solidary founding
shareholder• 182.3 million
in net cash equity• Partnerships withdigital service
providers (DSP)• Targeted acquisition
policy to accelerate
growth• Training & expertise(Artist Resources,
TuneCore Rewards
and Master Class
solutions)• +317 billion streams
on the 9 main DSPs
• +1,331 billion views
on YouTube• +1.2 billion in DMS(Digital Music Sales)• Transparent and faircontracts andcompensation• Customer NPS• Tiktok preferredpartner

LOCAL
COMMUNITIESAND THEMUSIC INDUSTRY• Around 140 shapers(ambassadors)• +1,000 participantsin our solidarity
month Shaping
Together• “Be the Change” study
on women andminorities in themusic industry
to the internalYour Voice survey• Support forunder-represented
minorities• 1,265.5 TeqCo2(scopes 1 & 2)
vs 708 TeqCo2
in 2022

Universal registration document 2023 - Believe51

2

Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values

Our corporate social responsibility (CSR) strategy, Shaping
Music for Good, is at the heart of Believe's business modeland mission: to support local artists and labels at every
stage of their careers in the digital world with fairness,expertise, respect and transparency.
Believe's Shaping Music for Good goal is to help “shape
the music industry for good” by building trusting
relationships with artists and labels, partners andemployees. Through its activities, Believe invests in thegrowth and development of talent in local markets. The
Group also strives to give its various stakeholders themeans to engage with and have a positive impact on civilsociety and the music industry.
The Shaping Music for Good approach is structured
around four priorities for the benefit of the artists andlabels, employees and communities in which the Group
operates.

The priorities of Shaping Music for Good, Believe's CSR goal

Gender equity
Mobilize to make the musicindustry an industry
where people can thrive
whatever their gender
identity might be.

Diversity, Equity
and Inclusion

Well-being and talentdevelopment

Environmental
sustainability

Commit to amplifying
under-represented voices
and to ensuring respect for
all artists and employees.

Create an environment that
promotes health and wellbeing for all, by supporting
career paths, skills
development and training
for employees, artists andpartners.

Participate in the collective
effort to protect theenvironment and fightagainst climate change.

These priorities reflect Believe's commitments and deep
convictions: developing a more diverse, inclusive andresponsible music industry:
●

●

52

●

developing the diversity of local talent by
supporting artists and labels at each stage of theircareer thanks to teams present throughout the world;
supporting artists’ transition to the digital world bydeveloping and training a new generation of experts inthe digital music market. It's also making the most oftechnology to sustainably develop talent;

Universal registration document 2023 - Believe●building trusting relationships through respect,fairness and transparency. For our artists, it is a matterof respect for their creative independence, theirfreedom of expression and the protection of their data.
For employees, this means promoting andimplementing Believe’s values across the Group andthe music industry;empower Believe’s various communities to have along-term positive impact on society. Rely on a
network of ambassadors at Believe and give
employees the opportunity to engage with local
communities. It also means taking action to measure
and reduce the environmental impact of Believe’s
activities.

www.believe.com

Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values

2.1.2 Believe’s values
Generating trust for artists and labels, Believe's four
values (Driving Forces) empower them while providingthem the autonomy they need. For employees, they arealso a source of efficiency, openness and trust.

Serving as the foundation of the Shaping Music for Good
strategy, they are at the heart of every CSR policy,
objective and action.

Believe’s values

RESPECTBe respectful to all artists,
all labels, and all employees
at every stage of their careerand in all countries where
the Group operates.

EXPERTISE

FAIRNESSTRANSPARENCY

Be an expert in developing
the expertise of our teams,
guaranteeing the eﬀectivenessand excellence of the services
we provide to artists & labels.

Be fair in our relations withartists and employees to oﬀer
equal opportunities andfreedom of choice in termsof personal development.

Be transparent in our projects
and contracts, by sharing
the necessary information
with artists, labels, employees
and partners to enable everyone
to make informed decisions.

2.1.3 A structured CSR organization
2.1.3.1 From the CSR strategy tosteering Shaping Music for Good
Since its IPO in 2021, Believe has formalized andorganized its CSR strategy around its “Shaping Music forGood” goal, notably by implementing the following
structuring actions:
●

●

●

●

●

●

●

In 2022 and 2023, following the CSR Committee
recommandation, the Board of Directors confirmed
Believe’s CSR challenges with regard to the expectations
expressed by the various stakeholders and the Group’s
main CSR priorities, namely:●

strengthen the governance model, with the creation ofa CSR Committee within the Board of Directors and theestablishment of a CSR Department, reporting to theGroup Human Resources Department, overseen by amember of the Executive Committee;
conduct an extensive consultation and regular dialogue
with internal and external stakeholders to better
understand their expectations;structure the Shaping Music for Good ambition and the
CSR strategy to meet the Group's major challenges;●●

raise employee awareness of the fundamentals of CSR
and develop a network of internal ambassadors known
as “Shapers”, the intermediaries of Shaping Music forGood;establish and disseminate the Diversity, Equity andInclusion charter;
carry out an initial assessment of the Group’s carbon
footprint;
establish
non-financial
performanceindicators
integrated into the annual and long-term variable
compensation of the members of the Executive
Committee and senior executives of the Group’s main
subsidiaries, with the exception of the Chairman andChief Executive Officer's long-term compensation.

●

expertise challenges, with investment in the
recruitment of local teams and the development of
employee training, to support the Group's growth andensure a high level of employee expertise at the serviceof artists and labels. A special effort was also made tointegrate recent acquisitions and roll out standardized
human resources management processes throughout
the Group;
challenges regarding gender equity and parity inBelieve's teams, with continued efforts across all
human resources processes;
diversity and inclusion challenges in the musicindustry, with support for local artists and labels, inparticular women and under-represented communities
in the music industry, and employee training. The
objective is also to promote the development ofdiversified musical production and to showcase local
musical heritage, notably through partnerships withlocal associations;challenges regarding employee involvement inBelieve and local communities, notably through the
network of internal ambassadors, the "Shapers", theShaping Together solidarity program (formerly called
Believe Tomorrow) and partnerships with civil society
actors;

Universal registration document 2023 - Believe53

2

Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values●

environmental challenges, with measurement andmonitoring of the direct and indirect carbon impact ofBelieve's activities (Scopes 1 & 2 and partially Scope 3)
and the implementation of action plans to reduceenergy consumption.

music industry (see Section 2.1.1 “Shaping Music for Good,a CSR strategy at the heart of Believe’s business model” ,page 50):

In 2023, Believe reinforced its Shaping Music for Good
strategy around four key priorities in view of the Group's
values and business model, and the challenges facing the●gender equity;●

Diversity, Equity and Inclusion;●

well-being and talent development;●

environmental protection.

2.1.3.2 The Group’s main non-financial objectives
In view of Believe’s challenges, the Group monitors the following indicators in particular:
Challenges

Non-financial indicators

Gender equity% of women among
employees

Talent development Training% of employees trained (andaverage hours of training per
employee)

Employee engagement

Commitment to Shaping
Music for Good

2023 targets

2023 results

2023 NFPS reference

44%

45.6%

2.4.5 Creating a diverse, inclusiveand fair working environment,
page 77
2.4.4 Retaining and supporting
employees in their careers, page
74

85%

94.4%

(10h)

(11h)

eNPS (employee Net
Promoter
Score – Your Voice)13

15

2.4.8 Ensuring continuous dialogue
with the teams and measuring thelevel of commitment andsatisfaction, page 84% of ambassadors / Shapers
among employees

7.5%

~8.3%

2.1.3.5 A global network ofcommitted ambassadors, page 56(around 140
ambassadors/
Shapers)

2.5.2 Leading change in the musicindustry and developing a cultureof engagement with local
communities, page 89

The eNPS corresponds to the following question asked as part of the Your Voice 2023 internal barometer: “To what extent would you
recommend Believe as an employer?” Calculation of the eNPS score: % promoters (score 9 and 10) - % detractors (score 0 to 6).

2.1.3.3 CSR governance system
Driven by Believe' values, the CSR governance enables andencourages the collaboration of all stakeholders to
deploy Shaping Music for Good at all levels of theCompany.
Built on Believe's two essential components – Artists andLabels, and Employees – the Shaping Music for Goodpriorities are applied throughout the Group and adapted
to various stakeholders internally and externally. Thesepriorities support employee engagement and Believe's
overall performance.
The CSR department reports to the Group Human
Resources Department and is supervised by a member ofthe Executive Committee. This illustrates Believe's desire
to make CSR a structuring element for the organization
and an engagement driver by directly involving
employees.

54

Universal registration document 2023 - Believe

The CSR Department ensures the operational deploymentof the approach, with the full attention of the Board of
Directors: the CSR Committee is chaired by anindependent member of the Board of Directors. The
presence of Denis Ladegaillerie, Chairman and Chief
Executive Officer, on this Committee reflects theimportance given to social, environmental andgovernance issues in defining the Group's strategy.
Chapter 4 “Corporate governance” of the URD (page 149)
presents the composition and functioning of theCommittee, and the details of its work during the pastfiscal year.

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Corporate social responsibility
Shaping Music for Good: a strategy aligned with Believe’s values

CSR governance at the service of Shaping Music for Good
The diagram below details the role of each body in the steering, implementation and control of the Shaping Music for Goodapproach.

BOARD OF DIRECTORSCSR COMMITTEEEXECUTIVE COMITEE• Advises on CSR strategic orientations• Identiﬁes and incorporates CSR issues and risks within
the Group strategy• Validates CSR reporting, the principles of CSR governance,
and the compensation models aligned with the CSR strategy• Validates CSR strategic orientations and objectives• Ensures alignment with the Group’s strategy and values• Oversees the deployment of the CSR strategy and theShaping Music for Good ambition

CSR DEPARTMENT
Within the Human Resources Department• Builds and manages the CSR strategy, objectives and roadmap in accordance with the Shaping Music for Good ambition• Sets up and deploys CSR processes, tools and training• Leads, coordinates and advises local HR networks and ambassadors, and functional, business and country departments• Consolidates, measures and monitors non-ﬁnancial performance, and publishes the CSR/NFPS report• Coordinates and guides the CSR partnership policy

AMBASSADORNETWORK• Proposes and contributes
to initiatives in line with
CSR priorities• Raises awareness and promotes
the Shaping Music for Goodambitions• Shares best practices

LOCAL ANDCENTRAL HR• Deploys the CSR roadmap locallyand in HR processes(social and environmental)• Leads the Ambassadors networkand local solidarity actions• Contributes to CSR reporting

COUNTRY / BUSINESS DEPARTMENT• Deﬁnes and implements the local roadmap• Reports on progress• Raises speciﬁc issues

EMPLOYEES• Puts the Believe values (Respect, Fairness, Transparency, Expertise) and the Shaping Music for Good roadmap into practice• Participates in solidarity action• Monitors Compliance and Diversity & Fairness & Inclusion training and practices

As part of the Human Resources Department, the Group's
CSR Department works closely with several central
functions, as well as with the local teams of the function
and business lines, in order to:●roll out the CSR roadmap;●

establish CSR policies and actions;●

CENTRAL PLATFORM /FUNCTIONSSHARING AND ENGAGING ARTISTS & LABELS, MUSIC INDUSTRIES AND LOCAL COMMUNITIESPRACTICE & PARTICIPATEDEPLOY & ENGAGE

MANAGE & LEADGUIDE & CONTROLCSR governance for

The CSR Department also relies on the local CSR steeringcommittees set up in certain countries (France, North
America, Latin America, India, Southeast Asia, etc.). These
committees are usually composed of the Executive
Management of the country and/or the members of theGroup’s Executive Committee, local human resources
teams, and the regional CSR manager.

measure progress and prepare for regulatory changes
and ESG (Environment, Social, Governance) challenges.

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DEPARTMENTS

CONTRIBUTION TO AND PARTICIPATION IN CSR INITIATIVES AND ESG CHALLENGES

Align CSR reporting with the financial scope.

Finance, Internal
Control
Legal,
Risks and Compliance

Carry out the environmental taxonomy analysis.
Identify environmental, social and governance risks and opportunities, and their potential financial impacts,in order to integrate them into risk mapping.
Ensure compliance with applicable local and international regulations.
Roll out compliance training for employees, and monitor and address the alert procedures available forartists & labels and employees.
Roll out consistent communication on Believe’s CSR commitments and progress.

Investor Relations

Understand the expectations of the financial community.
Respond to ESG questionnaires.
Integrate the Group’s CSR strategy into financial communication (messages and materials).
Integrate CSR issues and priorities into all HR processes.
Roll out CSR activities at the local level.

Human Resources

Contribute to CSR reporting and the CSR report.
Define and monitor the CSR criteria for the compensation of the Group's executive director and senior
executives (or equivalent).

Information &Technology

Measure part of the environmental impact (data centers, cloud centers, IT equipment).

Communication

Support and promote CSR activities and progress by communicating with employees and stakeholders.

Local “Business” teams
with a local CSR
Committee

Implement CSR activities locally with employees and artists & labels.

Roll out and monitor the Shaping Music for Good roadmap at the local level and among artists & labels.
Establish partnerships with organizations and associations in the music industry.

2.1.3.4 Non-financial criteria included
in compensation schemes
The Group ensures that management teams are involvedin CSR challenges by incorporating non-financial criteria
into the compensation policy. The Chairman and Chief
Executive Officer's annual variable compensation is thus
subject to non-financial criteria. This is also the case forthe members of the Executive Committee and the
managers of the Group’s main subsidiaries, who have a
non-financial criterion in their performance evaluation. In
addition, free share allocation plans also include a nonfinancial criterion.
The performance criteria are described in Chapter 4 of the
URD (Section 4.6.3 "Compensation policy for 2024 for the
Chairman and Chief Executive Officer, Executive Director",
page 191) for the Chairman and Chief Executive Officer's
variable compensation, and for the free share allocationplans (Section 4.6.4.4 "Principles and rules used for the
allocation of free shares", page 206).

2.1.3.5 A global network of committed
ambassadors
Believe ambassadors, known as “Shapers” in reference to
the Shaping Music for Good ambition, are employee
volunteers who propose and contribute to initiatives thathave a positive impact for teams and local communities, inline with the priorities of Shaping Music for Good. The
system works collaboratively, in close coordination with
regional CSR managers and local human resources teams,
and with local management's support.

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Created in 2019, at the initiative of employees and withthe support of human resources, the ambassadors/
Shapers network has gradually been organized andstructured into different communities, addressing
Believe’s priority topics:●●

People & Parity: on the topics of gender equality,
diversity and inclusion, well-being at work, mentoringand support for local communities;
Planet: on environmental and climate issues.

Ambassadors/Shapers propose initiatives and implement
concrete actions in these areas.
The goal is to create and lead communities to share bestpractices, disseminate and implement the CSR strategy
locally in line with the Shaping Music for Good approach.
Examples of the contributions of the Shapers network aredetailed in Section 2.5.2.2 “Promoting music as a vehicle
for committed messages and responsible practices", page
90. To this end, the Ambassadors / Shapers receive
information on the CSR strategy, objectives and resources
allocated. They meet regularly at local and regional level toshare best practices and define and implement concreteand shared actions on the ground.
The Group has been building and expanding the networkof ambassadors/Shapers. In 2023, the Group shifted its
focus from increasing the number of participants in thisnetwork to enhancing the level of participation andcommitment among existing ambassadors. At the end of2023, the Group had around 140 ambassadors / Shapers
in 12 countries, i.e. almost 8.3% of employees, exceeding
the initial target of 7.5% of ambassadors as a percentageof the Group's total headcount in 2023. This indicator is
one of the non-financial criteria included in certain longterm free share allocation plans.

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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

2.2

Analysis of the risks and opportunities related
to Governance, Social and Environmental issues

This statement for the 2023 fiscal year is based on a risk analysis, pursuant to Order 2017-1180 of July 19, 2017, in order toreflect the expectations of Believe's main stakeholders regarding the assessment and management of CSR risks andopportunities.

2.2.1 Nurturing the Shaping Music for Goodapproach through dialogue with stakeholders
2.2.1.1 Believe’s stakeholders
Believe attaches the utmost importance to the voices of its
stakeholders in line with its values and in accordance withthe principle of dual materiality. The Company has
identified six categories of stakeholders to ensure that
their expectations are taken into account when identifying
priority CSR challenges:●

Believe’s talent (employees, etc.);●

artists and labels;●

members of governance and financial partners;●

business partners and suppliers;●

the music industry ecosystem;●other key stakeholders
shareholders, associationsorganizations, etc.).

(Board of Directors,
and non-governmental

This mapping also involves ensuring regular dialogue
between Believe and all players in its ecosystem. It was
refined in 2023 with the identification of interdependent
relations among Believe and its stakeholders, and will be
gradually supplemented by a more in-depth analysis of
the risks and opportunities of each of the stakeholders
identified below.

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Mapping of stakeholders
ARTISTS & LABELSMusic creators - Emerging or established artists - Top artists - Labels

BUSINESSPARTNERS• Digital Social Platforms• Social media• Minority stakes• Datacenter &cloud providers• Employees• Business Consultants• Candidates• Shapers / Ambassadors

GOVERNANCE
AND FINANCIAL PARTNERS• Board of Directors• Shareholders• Investors• Banks

BELIEVE'S MAINSTAKEHOLDERS:
Believe's primary stakeholders include the Believe
employees, known as “Our talent,” who provide vital
support to artists and labels by sharing their expertise inmusic and digital solutions. Additionally, Believe fosters
strong relationships with business partners, including
streaming platforms and social networks. The Groupleverages these privileged relationships with its partners
to serve artists and labels, often acting as a “preferredpartner.” Moreover, technology partners, such as serverand cloud providers, play a crucial role in ensuring the
optimized and sustainable management of artists' andlabels' data to and from the platforms. Finally, Believe
actively engages with the music industry ecosystem,
aiming to involve all stakeholders in creating a morediverse, inclusive, and sustainable industry.

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MUSIC INDUSTRYECOSYSTEMOUR TALENTS

Universal registration document 2023 - Believe• Collective rights
authorities• Professional associations• Live stakeholders• Music publishers

COMMUNITIES• Associations and NGOs, local communities• Public authorities and institutions• Media and inﬂuencers• Associations and NGOs, local communities

OTHER BELIEVESTAKEHOLDERS:
Believe also maintains relationships with its financial
partners, in the framework of responsible and transparent
governance. The Group is also involved with local
communities, notably as part of the solidarity activities of
the Shaping Music for Good program. Believe does notcommunicate directly to the general public, but supports
artists and labels so that they can expand their audienceamong music consumers via digital platforms.

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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

2.2.1.2 Consultation with stakeholders

The results of this consultation made it possible to:

As part of the construction of its CSR strategy - Shaping
Music for Good - Believe consulted employees, artists andlabels, as well as partner platforms, in 2021.

●●

identify priority materiality challenges;
strengthen and improve the Shaping Music for Good
strategic axes.

This dialogue also gave respondents the opportunity to
express their diverse expectations and opinions in termsof social responsibility, in an authentic and personal way.

Results of stakeholder survey with a panel of 320 people in 2021
(employees, artists and labels, platforms...)

SOCIAL
2.42/3ENVIRONMENT
2.26/3

SOLIDARITY
1.33/3Equal opportunities, diversity
and inclusion, ﬁght against
discrimination, talent development.

Reduction of the buildings carbon
footprint, digital carbon impact,
IT equipment management.

Access to digital technology
and monetization for artists,
support for local communities.

The Group intends to integrate its values into relations with its stakeholders, and thus best meet their expectations, throughthe implementation of concrete actions. These challenges are addressed via the Group’s human resources and CSR policies,
and projects carried out in support of local communities.

MAIN EXPECTATIONS OF BELIEVE STAKEHOLDERSREFERENCE TO THE POLICIES AND INITIATIVES PUT IN
PLACE BY BELIEVE TO MEET THE EXPECTATIONS OFSTAKEHOLDERS

Diversity and inclusion within teams

Section 2.4.5 Creating a diverse, inclusive and fair working
environment, page 77

The efforts to reduce gender inequalities or thosetargeting minorities within the music and digitalindustries

Section 2.4.5 Creating a diverse, inclusive and fair working
environment, page 77

The physical and mental health and well-being of
employees and artists

Section 2.4.6, Developing efficient working conditions,well-being and mental health, page 80

Section 2.5.2 Leading change in the music industry anddeveloping a culture of engagement with local
communities, page 89

Section 2.5.1.4 Training artists and labels in career
management, page 87
Equitable and transparent relations with all artists,labels, employees and partners

Section 2.4.7, Deploying a fair compensation system andsharing value creation with employees, page 83
Section 2.5.1.5 Respecting the creative independence anddata privacy of artists, page 88

The development of employees and artists, and local
communities, notably through training and support
in new digital practices

Section 2.5 A committed player serving artists and labels,
and local communities, page 85

Measuring and managing the carbon footprint,
notably by reducing energy consumption

Section 2.6.1 Formalizing the environmental approach,page 92

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2.2.1.3 The Shaping Music for Good goal and Believe’s CSR initiatives
with regard to the United Nations Sustainable Development Goals
United Nations Sustainable Development Goals
Believe has identified the Sustainable Development Goals (SDGs) defined by the United Nations to which the Group makes asignificant contribution, in particular through its Shaping Music for Good program.
SDGs

Believe's priorities and actions

Good healthand well-being

Believe deploys a social protection floor for all its employees. The Group offers global and local
activities that promote their well-being at work and their physical and mental health.

Quality education

Believe shares its musical and technological expertise with artists, labels and local communities
through employee engagement (mentoring) and partnerships (masterclasses, etc.). Numerous
partnerships, programs, and events are also organized to promote education through music.

Gender equality &The Group ensures the fairness and parity of all its HR and management processes. It trains
reduced inequalities teams in inclusive practices (including through training on cultural, gender prejudices, etc.), antidiscrimination and anti-harassment practices.
Believe is committed to the issues of diversity, equity and inclusion in the music and digitalindustry (“Be The Change” study, 50InTech partnership), and via the actions of theambassadors/Shapers (Believe for People/Parity).
Decent workand economic
growthBelieve gives its employees, artists and labels the means to develop their careers, ensure theiremployability and monetize their musical talents. Believe provides them with its digital expertise,innovative technological solutions, as well as a transparent and fair value-sharing system.

Climate action

Believe measures and manages its direct impacts on the environment through concrete actionsin its offices via the commitment of its ambassadors (Believe for Planet) and employees.
The Group is also beginning to analyze its Scope 3, a still complex exercise that will make itpossible to measure the impacts of data centers, the cloud and streaming practices.

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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

2.2.1.4 Ongoing dialogue with thefinancial community
Since its IPO in June 2021, Believe has communicatedregularly and transparently on its activities, strategy andoutlook with its individual and institutional shareholders
and, more generally, with the financial community(investors, analysts, rating agencies, etc.).
The Group follows the best practices of the profession.
Believe’s Executive Management and Investor Relations
Department
maintainaregulardialogueonenvironmental, social and governance (ESG) issues withthe financial community. They take part in roadshows, andother individual meetings and thematic conferences,notably on socially responsible investment (SRI) topics.
In 2023, the Group’s Investor Relations Department met
with 275 institutions.
On the Group’s website, in the "Investors" Section, thefollowing information is available:●●

regulated information, of which the effective andcomplete dissemination is carried out electronically,
including on the AMF (Autorité des Marchés Financiers Financial Markets Authority) website, by a professional
distributor on the list published by the AMF;
financial press releases, quarterly results presentations,
webcasts and transcripts ("Financial results" Section);

RATING
AGENCY

MSCIGaïa Researchby EthifinanceMorningstar
Sustainalytics

BELIEVE'S EVALUATION IN 2023

8.2/10AA

58/100BronzeLow level of ESG risk ​13.7/100

●

●
●

●

●

the financial publications calendar ("Financial results"
Section);the share price ("Capital & share ownership" Section);the capital structure ("Capital & share ownership"
Section);the possibility of subscribing to the mailing lists andcontact details to contact Investor Relations;financial press releases, quarterly results presentations
in webcast and their transcription;●

the financial publications calendar;●

the share price.

2.2.1.5 Recognized non-financial
performance
Believe notably relies on the assessments and commentsof non-financial assessment agencies to make progress inthe various areas of ESG.
In 2023 (based on 2022 data), Believe improved its MSCIand Gaïa Ethifinance rating versus 2021/2022, and isconsidered a “low ESG risk” by Morningstar Sustainalytics
for its first year of rating.

DESCRIPTIONWith over 50 years of expertise in research, data andtechnology, MSCI (Morgan Stanley Capital International)
provides in-depth research and analysis on ESG topics on
more than 2,900 companies. Its rating system is updated
regularly to assess a company's management of financiallyrelevant ESG risks and opportunities in light of regulatory,
technical and sectoral developments.
Gaïa Research assesses the performance and management of
ESG risks and opportunities of small and medium-sizedcompanies listed on European markets. Its rating system isbased on more than 140 ESG criteria linked to stakeholders
updated annually.
Morningstar Sustainalytics is an independent ESG andcorporate governance research, rating and analysis firm
helping investors develop and implement responsible
investment strategies. Their analysis is based on the
Sustainalytics methodology and data.

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2.2.2 Policies and actions to address ESG challenges: risk andopportunities tableNon-financial risk analysis methodology:
As part of its CSR strategy, Believe has identified andregularly updates its key environmental, labor, societal
and governance (ESG) challenges, risks and opportunities.
This work to identify, analyze and manage ESG risks is
carried out in line with the methodology used for Grouprisk management (Section 3.2.2.2 "Risk identification andassessment", page 145) with the validation of the CSR
Committee:● setting the context: ESG challenges, risks andopportunities are identified considering the priorities of
the Shaping Music for Good strategy, stakeholder
expectations, regulations and best practices in nonfinancial reporting;● identifying and analyzing ESG risks: identified risks
are then assessed and prioritized according to theirprobability of occurrence and their ESG and/or financial
impact. This process is iterative and collaborative,
involving the various teams concerned;● addressing ESG risks and opportunities: thiscomponent encompasses actions taken within the Groupto avoid and limit ESG risks or to take advantage ofopportunities, at local and Group level. Corrective policies
and actions are implemented at local and Group levels to
mitigate the risk identified and reduce it to an acceptablelevel.
The table of Believe’s challenges, risks and opportunities
shows:●●

the results of the analysis;a description of the main ESG risks and opportunities
identified with regard to Believe’s activities, as well as
its challenges and those of the music industry;

This analysis was carried out taking into account:
●
●

●

62

The scope of the ESG risk analysis covers Believe’s
activities and part of its value chain.
ESG risks and opportunities have been prioritized basedon the methodology used by Internal Control to identify
the risks to which Believe is exposed, an overview of which
is presented in Chapter 3 of the URD.
The Group’s main risk factors in Chapter 3 of thisdocument were enhanced in 2022 and 2023 through thework done on the matrix of ESG challenges, to integratethem into the Group’s strategic and financial challenges.
This table is organized into three main themes, which
cover Believe's main ESG challenges:●●●

labor, talent
challenges;

development

andethicalpractices

societal challenges, with artists and labels and local
communities;
environmental challenges.

For each of these three themes, the table summarizes:
●
●

●

●

risks and opportunities;
the main policies and action plan implemented toreduce risks and develop opportunities under theprism of the four priorities of the Shaping Music forGood strategy;
the Sections in which these topics are addressed in this
URD, to invite the reader to inform themselves fully;
an illustration of the United Nations Sustainable
Development Goals (SDGs) to which the Group
contributes.

At the end of this analysis, it was concluded that thematerial risks related to relations among Believe and its
suppliers and subcontractors were not significant andtherefore were not included in this table.

the Shaping Music for Good strategy;
the priorities identified by stakeholders in the context
of the music and technology sector;
regulatory expectations and best practices in nonfinancial reporting, and the recommendations made by
the CSR Committee.

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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

BELIEVE’S ESG CHALLENGES, RISKS AND OPPORTUNITIES MATRIXCSR ISSUESAND CHALLENGESRISKSOPPORTUNITIESPOLICIES AND/ORACTION PLAN

2023
INDICATORSSHAPINGMUSIC FORGOOD
AND SDGPRIORITIESNFPSAND URDSECTION

SOCIAL ISSUES AND CHALLENGES - Employees● Developing the visibility of theemployer brand on the Internet
and social networks with the
Careers website

Developing a strong
employer brand andattracting diverseand high-levelcandidates● Recruiting andretaining theright talent

Risks related tohuman capital andits development;
Risks related to
managing the rapid
growth of the Groupand acquisitions● Participation in various
recruitment fairs and forums
to create a pool of potential
candidates● Performing regular surveys ofall employees to measure thevarious dimensions of theircommitment and satisfaction(Your Voice)

Risk level: HighHaving the skills
necessary to maintainour leadership position
in a rapidly changing
industry and in a highly
stressed labor market:

2.4.3,
page 72● Developing partnerships witheducational institutions(universities, schools, etc.)

Risk of not being an
attractive employer
and not retaining
the talent needed
for growth

Corresponding
Group risks:● Deploying an effective
recruitment policy and tools(deployment of Smart Recruiter,
recruitment training guide,referrals, etc.)

Developing effective
working conditions,well-being andmental health andcreating theconditions forconstructive social
dialogue in the daily
lives of the teams● Supporting employees in the
management of their work andtheir mental health (stressmanagement, mentoring,external psychological support,
etc.)

Participation
rate in theYour Voice
internal
barometer

2.4.6,
page 80● Setting up local activities topromote well-being and teamspirit (sports and physicalactivities, catering, etc.)● Deploying a social protection
floor to all employees● Having anddeveloping technicaland digitalmarketing skills● Supporting their careerdevelopment and assessing
employee performance
Retaining andsupporting
employees in theircareer development● Supporting managers andleaders in their managementrole (training and coaching)● Implementing strategic talentdevelopment
and succession plans

Risk of not providing
artists and labelswith the mostadvanced technicaland digitalmarketing skills

Risk level: Medium

Corresponding
Group risks:Continuously
developing thehighest level ofskills, and training
employees in themost recent
practices,
particularly intechnology anddigital marketing● Deploying skills acquisition
methods adapted to thepractices of the digital sector,
with updated shared modules
and a powerful online platform● Implementing the best practices
and training in cybersecurity% ofemployees
who had atleast one
career review% ofemployees
whocompletedat least one
training
course2.4.4,
page 74

2.4.4.1,
page 74
2.4.4.2,
page 75

Risks related tohuman capital and its
development.

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CSR ISSUESAND CHALLENGESRISKSOPPORTUNITIESSHAPINGMUSIC FORGOOD
AND SDGPRIORITIESPOLICIES AND/OR ACTION PLAN

NFPS
AND URDSECTION

SOCIAL ISSUES AND CHALLENGES

Risk ofdisengagementof employees
and non-alignment
with Believe’s values
and compliancepractices

Creating an inclusive ● Promoting gender equity andparity in all HR and management
environment andprocesses
making diversity alever for employee● Raising employee awarenessattractiveness,of inclusive, anti-bias,
motivation andanti-discrimination andperformanceanti-harassment best practices% ofemployees
whocompletedthe Be FAIR
training
Results
obtained aspart of theinternalYour Voicebarometer

2.4.5,
page 77

Professional
equality
index
FranceRisk level: Medium

Managing the Group’s
rapid growth andinternationalization:● Sharing Believe's
culture and values:
developing acompany recognized
as diverse, inclusiveand fair

Corresponding
Group risks:
Risks related tohuman capital andits development;
Risks related to
fraud, corruption
and ethics.

● Ensuring the local
performance of theteams

Risk of inconsistency
and effectivenessof HR and talentmanagement
processes

Risk level: Medium

Corresponding
Group risks:
Risks related tohuman capital andits development;
Risks related to
the Group’s
international
development.

64

Engaging andmotivating
employees thanks
to our CSR Shaping
Music for Goodambition and byuniting themaround strong
valuesInvolving employees
in the Company's
growthRecognizing talentthroughcompensation
Implementing
structured
and robust HR
processes anddeploying themacross all countries
and subsidiaries

Universal registration document 2023 - Believe● Developing an ambassadors/
Shapers network (Believe forPlanet, Believe for People/Parity)● Promoting Believe's Driving
Forces (Respect, Expertise, Equity,
Transparency)● Deploying policies and tools toapply ethics and compliancestandards● Communicating on thewhistleblowing system among
employees● Deploying a fair and attractive
compensation system● Defining central policies applied
locally and standardize humanresources information systems(Workday deployment)● Developing an attractive and fair
employee shareholding program% ofemployees
whocompletedat least oneof theCompliancetraining
modules% ofShapers
among
employees% ofemployees
present
in theWorkday
HR tool

2.1.3.3,
page 542.3.2,
page 67
2.3.3,
page 68

2.4.1,
page 69
2.4.7,
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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

CSR ISSUESAND CHALLENGESRISKSOPPORTUNITIESSHAPINGMUSIC FORGOOD
AND SDGPRIORITIESPOLICIES AND/OR ACTION PLAN

NFPS
AND URDSECTION

SOCIETAL ISSUES AND CHALLENGES - Artists & labels and communities

Engaging the musicindustry in favor ofdiversity, equity andinclusion:● Being an inclusive
partner for all
diversecommunities and alltypes of music
genresRisk of exclusion
for certain
communities andmusic genres, andnon-alignment with
Believe’s
values● Providing easy
access to digitalmusic technologies● Mastering new
digital musicpractices for all
types of artists andlabels (beginners orexperienced)

Number ofparticipants
andparticipating countries
in the Be
The Change
survey2.5.2.2,
page 90● Developing solidarity-based
activities and building musiceducation programs (Believe
Tomorrow/Shaping Together)

Number ofparticipants
andparticipating countries
in Shaping
Together /Believe
Tomorrow

2.5.2,
page 89● Developing easy-to-use digitalplatforms and service offerings
adapted to the different needs ofartists and at each stage of theircareer (TuneCore offer)

See
Chapter 1,
Presentationof theGroup● Increasing the level of expertiseof artists and labels, and training
them in digital and digitalmarketing practices (Artist
Resources program on Backstage,
TuneCore Rewards, MasterClasses,
etc.)

Numberof artists● Building partnerships with themusic industry and technology
for women and minorities (Key
Change, WIM, 50'inTech, etc.)● Supporting artists committed infavor of minorities

Risk level: Medium

Corresponding
Group risks:
Risks related torelationships withartists and labels;
Risks related tohuman capital andits development.

Attracting,revealing andsupporting local anddiverse artists andlabels in thedevelopment of theirmusic careers throughdigital technologies andservices:

Promoting emerging
artists, women andminorities in themusic industry● Understanding and measuring
the challenges faced by womenand minorities in the musicindustry (Be The Change study)

Risk of digital divide,
invisibility andlack of artist skills to
make the most of
new digitalmarketingtechnologies andpractices

Risk level: Medium

Corresponding
Group risks:
Risks related torelationships withartists and labels;
Risks related toeconomic conditions
and the evolution of
the recorded music
market.

Engaging employees
and providing theopportunityand framework toparticipate insolidarity activities

Training andsupporting artists inthe development of
their careers
and their digitalpresence by making
the most of thelatest technologies
and digitalmarketing practices● Providing access to a broad
portfolio of reliable digital
service providers to ensure a levelof visibility with local communities(150 DSPs assessed according torigorous criteria, partnerships with
DSPs, etc.)

Developing musiceducation programs● Developing music education
for disadvantaged
programs for disadvantaged
communities andcommunities and supporting
supporting future
future young musical talents
young musical(BEAMS India, Songwriting camp,talents as well as the
Casa Preta Hub, etc.)
local musical
heritage

Numberof partner
DSPs

2.5.2,
page 89

Status ofthepartnershipwith themain
streaming
platforms(preferredpartner)

2.5.1,
page 85

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Corporate social responsibility
Analysis of the risks and opportunities related to Governance, Social and Environmental issues

CSR ISSUESAND CHALLENGESRISKSOPPORTUNITIESPOLICIES AND/OR ACTION PLAN

Respecting artists'
fundamental rights
and their artistic
choices● Protecting the creative
independence of artists andlabels while ensuring compliancewith local regulations (monitoringand moderation of content
depending on the country, advice
and educational role for artists inthe eventof potentially sensitive content,
etc.)

Sharing value fairly
and transparently● Establishing a contractual andfair remuneration policy that
respects the sharing of value
with the artist according to thedevelopment of their career (newTuneCore rates, reduced exclusivity
clause)Respecting the data
privacy of artists
and labels● Implementing measures andteams in charge of processing
and protecting data of artists
and labels (within Believe and incoordination with the DSPs)

SHAPINGMUSIC FORGOOD
AND SDGPRIORITIESNFPSAND URDSECTION

SOCIAL ISSUES AND CHALLENGES

Maintaining
relationships of trustwith artists and labels
to promote their artistic
creativity and financial
independence:● Being an advisory
partner while
ensuring theindependence andcreativity of artists
and labels● Helping artists
protect theircontent andmonetize theirmusic

Risk of limiting
the freedom of
expression andindependence ofartists and labels,
and of notrespecting private
data

2.5.1.5,
page 88

Risk level: Medium

Corresponding
Group risks:
Risks related torelationships withartists and labels;
Risks related torelationships withdigital service
providers and social
media platforms;
Risks related to
fraud, corruption
and ethics.

See
Chapter 1,
Presentationof theGroup

2.5.1.5,
page 88

2.5.1.5,
page 88

ENVIRONMENTAL ISSUES AND CHALLENGES● Measuring and reducing energy
consumption and GHG emissions
from office buildings
Reducing the directenvironmental
impact of ouractivities

Promoting an ecoresponsible digitalmusic industry:● Ultimately
contributing tocarbon neutrality
for our direct
activities● Understanding andlimiting the impact ofthe digital musicindustry on theenvironment andclimate● Measuring and reducing the useof electrical and electronicequipment by promoting recycling● Encouraging low-carbon
transport practices● Training and engaging
employees in eco-responsible
practices

Climate andresource-relatedrisks acrossthe entire
digital music anddigital value chain(data center,streaming,
equipment, etc.)

Risk level: Low

Energyconsumption
GHG
emissions(Scopes 1&2)
% of
WEEE
recycled(1)2.6.2,
page 95
2.6.3,
page 96● Assessing the indirect carbon
footprint of our activities (Scope
3 including data centers, cloud,streaming, live, merchandizing...)● Identifying Believe's key levers
for limiting the physical andtransitional risks associated withclimate change.
Contributing to the● Preparing the definition of amusic industry’s
medium and long-term climate
efforts around thestrategy
climate emergency
and participating in● Training and engaging
the mobilization of
employees in eco-responsible
various stakeholders
practices (Shaping Together andBelieve for Planet Shapers/
ambassadors)● Contributing to the discussions
and work of the music industry(Centre National de la Musique(2))
and promoting artists who arecommitted to environmental
protection (Mangroove)

2.6.1.1,
page 92

2.6.3,
page 96(1) WEEE: Waste Electrical and Electronic Equipment.
(2) CNM: The CNM (National Music Centre) is a French public establishment created in 2020 and under the supervision of the Ministry of Culture
and Communication.

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Corporate social responsibility
An ethics and deontological system as close as possible to employees, artists and labels

2.3

An ethics and deontological system as close as
possible to employees, artists and labels

Ethics is one of Believe’s first requirements daily, in its
operations. It is anchored in the Group’s history andvalues: Respect, Expertise, Fairness and Transparency.
Believe has put in place a set of tools and systems
described below to promote and ensure theimplementation of ethics and compliance principles in its
activities. In the Group risk mapping, risks related to fraud,corruption and ethics are classified as medium risks.
”The extraordinary growth that Believe is experiencing ispossible because these values are at the heart of ourbusiness. Our ethical standards, supported by strict

regulations, must be imposed on us all, individually andcollectively. Every day we have to make many decisions.
Some of them can sometimes raise complex ethics issues
that deserve special attention. It is in this context thatthe Believe Code of ethics was drawn up. It sets out themain standards of conduct applicable to our businessand sets out the guidelines that we must follow within
Believe when we are required to make decisions. It is theadherence by each one of us to Believe’s values that
contributes to its success”.
Xavier Dumont, Chief Strategy & Finance Officer

2.3.1 Organizing the governance of ethical issues
The Risk and Compliance Department reports directly to amember of the Executive Committee, the Chief Financial& Strategy Officer. This department is responsible fordesigning and implementing the Group’s complianceprogram. This includes, among other things, ethics, anticorruption and conflict of interest tools and rules. The Risk
and Compliance Director participates in the Ethics
Committee to ensure the strict application of proceduresby the Group’s employees and partners.

Department and the Risk and Compliance Department, it
oversees the implementation of the compliance program
and, where applicable, the implementation of sanctions. It
also handles cases of reported breaches of the internal
rules and codes, and reviews the work related to the
Sapin II Law and the GDPR (General Data Protection
Regulation).

The Ethics Committee is dedicated to handling cases
involving breaches of the internal rules and codes.
Composed of the Group’s Chairman and Chief Executive
Officer, the Human Resources Department, the Legal

This organization allows centralized governance, at Grouplevel, of compliance and ethics issues, controls to be
carried out and the management of alerts and risks.

The Ethics Committee is dedicated to handling reports ofbreaches of internal rules and codes.

2.3.2 Deploying policies and tools to apply ethics and compliancestandards
The compliance program includes several tools, including
the Code of Ethics and the Anti-Corruption Code (available
in more than ten languages), as well as the conflict ofinterest procedure and control mechanisms. These Codes
are made available on the Group’s website (https://www.believe.com/fr/conformite-ethique) and Intranet.
They set out the recommended ethical behaviors, thosethat are prohibited, as well as the sanctions incurred forany reprehensible behavior committed by Believe’s
directors, shareholders or employees.

Believe has set up a training and awareness program on
ethics, compliance and respect for human rights to ensure
the permanent application of these rules and proceduresby employees. The program also provides for regular
updates and training campaign reminders for current
employees who completed this training program two or
more years ago. This is why specific campaigns wereorganized in 2021 and 2023, explaining the lower
percentage of employees trained in these topics in 2022.

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An ethics and deontological system as close as possible to employees, artists and labels

A major online training campaign was launched in 2021 toaddress these topics as part of the Company’s IPO (67% of
employees trained). In 2023, Believe conducted a new
online training campaign focused specifically on conflict ofinterests risks, and provided for all Group employees:
78.7% of them participated in this training in 2023.
The Group also runs a training program called “Be FAIR”
on Diversity, Equity and Inclusion, which explains the nondiscrimination and anti-harassment principles to berespected at Believe, as well as the whistleblowing
procedure (see Section 2.4.5.4, “Training and mobilizing

employees in the principles of Diversity, Equity andInclusion and anti-discrimination and anti-harassment”
page 79).
Indicator

2023

2022

% of employees having
completed the Code of ethics
and/or anti-corruption and/or
conflict of interests training

78.7%

44%

2.3.3 Setting up and raising awareness on the whisteblowing
alert protocol
Since January 2021, the Group has rolled out awhistleblowing system available in five languages, 24/7
and managed by an independent organization. It should
enable everyone to report online wrongdoing or
inappropriate behavior that does not comply with
Believe’s Code of Ethics, whether proven or suspected.
Employees are encouraged to express themselvesconfidentially, anonymously or not, depending on theirwishes. This procedure enables them to report in goodfaith a serious breach of the law or of Believe’s internal
rules.
This whistleblowing platform makes it possible to detectsensitive situations, notably of fraud, corruption,
discrimination or harassment, or of non-respect of humanrights, throughout the organization and in the various
countries where the Group operates.
The whistleblowing platform meets the requirements of
the Sapin II Law and is open to all employees andstakeholders, including artists, labels, partners and digital
service provider platforms, and suppliers. The platform isavailableontheGroup’s
website:https://
believe.integrityline.org/index.php. It is supported by awhistleblowing management protocol that has been rolled
out within the Group. Depending on the type of incident
and alert reported, the protocol provides for the openingof an investigation and their rigorous handling:
●

●

68

alerts relating to labor law, harassment, discrimination,
employee health and the working environment aretransmitted to and analyzed by the Human Resources
Department and the CSR Department. The Human
Resources Department then takes the necessary
measures or applies appropriate sanctions, whereapplicable;
other alerts, notably alerts relating to fraud, corruption,
conflicts of interest, tax evasion and non-respect ofhuman rights, are sent to the Risk and ComplianceDepartment;

Universal registration document 2023 - Believe●alerts with a clear level of seriousness are examined byBelieve’s Ethics Committee, composed of Believe's
Risks and Compliance Department, Human Resources
Department, Legal Department, and Chairman andChief Executive Officer.

Believe is committed to examining all complaints andtreating them with respect and confidentiality. The alerts
processedarefollowed-up
onthroughtheimplementation of measures or sanctions, where
necessary, as well as preventive actions.
In accordance with the principles of the Sapin II law,
Believe has also set up a third-party assessment process,in particular for its main digital service provider partners(data center or cloud provider, or streaming platform forexample).
Lastly, risks related to taxation and changes thereto are
addressed through regular tax monitoring and processes
to ensure compliance with current regulations.
In 2023, Believe initiated a global communication
campaign called “Speak Up” to raise awareness andcombat harassment and discrimination. Through diverse
communication channels, Believe reaffirmed its
commitment to maintaining a “zero tolerance” policy
towards all forms of discrimination, moral, or sexual
harassment. The campaign also provided avenues forreporting incidents, including an anonymous andconfidential whistleblowing platform, direct contact withthe human resources network, or reaching out todesignated harassment and discrimination officers inspecific countries.
Lastly, Believe recalled the provision of psychologicalassistance (via its partner Eutelmed - see Section 2.4.6.2"Supporting employees in the management of their workand mental health", page 80).

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for Good

2.4

Employees at the heart of Believe’s businessmodel and Shaping Music for GoodAs a fast-growing international Group, Believe must beable to attract, recruit, retain and train the right talent at
the central and local levels to ensure the development of
its activities and remain at the forefront of digital musictechnology and practices. Employees are one of the key

foundations of Believe’s expertise. The ability to retain its
teams, share the Group’s values and its Shaping Music forGood ambition are also key to Believe’s success. The risk
related to human capital and its development is one of
the Group’s main risk factors.

2.4.1 Believe employees in key figures
As of December 31, 2023, the Group had 1,807 employees in the companies included in its CSR reporting scope (1,919 in its
scope of consolidation(1))

Headcount evolution

Geographical breakdown of 2023 headcount
1,807

1,800

1,651

1,600

14% Germany

1,430

1,400

39% France

1,270

400

12% Europe(excludingFranceand Germany),
Turkeyand Russia
included200

10% Americas

1,200
1,000

900

800
600

0

2019

2020

2021

2022

2023

Headcount

25% Asia/Oceania/
PaciﬁcSince 2019, headcount has increased by 101%. In 2023, headcount continued to grow with an increase of 9% compared to2022 in order to support Believe's growth.

Breakdown of women and men in 2023

46% Women
54% MenDistribution of men and women among
managers(2) in 2023

39% Women
amongmanagers
61% Menamong
managers(1) In this Chapter, the Group’s salaried headcount includes all consolidated legal entities with the exception of Sentric (acquired in 2023). Within
the scope of CSR reporting, headcount is presented at the end of the period, excluding interns and temporary workers. In addition, the Grouprelies on the services of external consultants in a number of countries where it operates. These consultants are not counted as employees.
(2) The population of managers corresponds to employees with managerial responsibilities, in the “Leaders” Career Path, with internal categories
ranging from 5 to 9 (with “direct report”).

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for Good

Breakdown of women and men in the Executive
Committee in 2023

Breakdown of fixed-term/permanentcontracts(1) in 2023

50% Women

96% Permanentcontracts
4% Fixed-term
contracts

50% Men2023 age pyramid(headcount on permanent contracts)

Change in payroll(in € million)
200
156.4
150

> 60 years
50 to 59 years
40 to 49 years

0.8%

104.8
100

7.5%
19.2%

30 to 39 years< 30 years

135.5

44.3%
28.1%

50

0

2021

2022

2023

(1) The fixed-term contracts considered here include fixed-term contracts and work-study or equivalent contracts. 3.6% of employees were on
fixed-term contracts in 2023, i.e. 66 people, including 53 under work-study or equivalent contracts.

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for Good

2.4.2 A structured human resources organization to support
the Group’s growth
Believe has put in place structured and robust humanresources management processes and tools capable ofmeeting the following challenges:
●

●

●

●

●

recruiting and integrating a significant number of
employees in more than 50 countries, in a context ofpressure on available talent in certain segments,
particularly in the technological, digital and musicindustry profiles;
developing skills and offering career opportunities in a
disruptive and rapidly changing industry;retaining and supporting employees and managers
throughout their careers, in order to meet new
expectations in terms of quality of life at work and“purpose”;
developing best managerial practices,
ensuring a high level of commitment;

and

thus

integrating and developing the resources of theacquired companies, by sharing and applying theGroup’s values and processes.

In 2023, Believe standardized its Human Resources
Information System (HRIS) by gradually rolling out theWorkday platform for the main administrative
management processes (excluding payroll and time/absence management) and talent management processes
among nearly all the Believe teams worldwide. This highly
structuring program for the human resources (“HR”)
function makes it possible to:●●●reduce the number of systems and applications andensure better control of HRIS costs;
optimize and improve the efficiency of HR processes,
and their reliability, as well as the cross-functionality of
HR data;provide a better “experience” for employees andmanagers, notably by becoming more autonomousand empowered to manage their development andtheir teams.

The roll-out of this new information system over a scope
covering 95% of the employees included in the CSR
reporting scope has been accompanied by a change
management program, to ensure its rapid adoption by HR
teams and all users. Believe has set up numerous training
courses to reinforce the practice of key processes for the
performance and development of teams, such as:●●●

defining and monitoring individual objectives;
evaluating performance through half-yearly career
reviews and;using feedback functionalities.

A central team that defines the policies andpractices rolled out at the Group:
Believe structured the Human Resources Department into
four central departments presented in the table below,
which serve the local human resources teams in theregions and countries where the Company operates.
The main role of the central teams is to define theprinciples, policies and practices, which address thefollowing themes:●

attractiveness, recruitment and retention of teams;●

skills development and support for managers;

●

●
●

●

promotion of the Diversity, Equity and Inclusion
principles and gender parity;well-being at work, and health;sharing value and seeking for fair and attractive
compensation;social dialogue.

They ensure consistency and equity in access to Group
programs, tools and reporting.

CENTRAL HR DIVISIONS

MAIN RESPONSIBILITIES AND ACTIVITIES

People Success

Implementing talent acquisition and development policies and strategies, notably training
programs and succession plans.

Compensation& Benefits

Define and roll out compensation & benefits policies and tools.

Operations

Set up human resources information systems, in particular the roll-out of Workday in 2023;
Centralize and make available HR procedures, dashboards and key HR indicators.

CSR & engagement

Steering the Shaping Music for Good approach, and ESG non-financial performance;
Measuring employee engagement and supporting the implementation of action andengagement plans.

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Local HR teams that roll out HR processes
The main role of the local human resources teams, withthe support of the central teams, is to:This organization is based on an ongoing dialogue among
the central and local human resources teams. It makes it
possible to:●●implement HR principles and policies in the field;●

adapt practices according to country specificities;●

operationally manage talent development and support
managers in their role of effectively managing theirteams.

●●

consistently and rapidly roll out policies and tools at
the Group’s entities;align and harmonize policies and practices, whilepursuing a pragmatic and effective approach on the
ground;provide local management in countries.

2.4.3 Be an attractive employer: hiring and integrating talent
Believe’s business model is essentially based on theexpertise of its teams in highly competitive businesses.
The ability to attract, recruit and integrate talent is an
important issue in supporting the Group’s growth.
Every year and on all continents, Believe recruits large
numbers of employees with diverse levels of skills andexperience. These include experts in the music industry, IT
engineering and development, digital and data
management and analysis. The job market in the digitalworld is characterized by strong and global competition,
particularly for the “tech” profiles sought by well-known
companies.
Believe defined a talent acquisition policy and processaligned with the Group’s values. The HR People Successteam manages and coordinates the recruitment process
in all countries. It ensures successful recruitment andguarantees a transparent, fair and uniform candidate life
cycle. Teams dedicated to talent acquisition are set up incountries where the number of hires is particularly high.
Believe also strives to increase the visibility andattractiveness of its employer brand in order to attract thebest possible candidates.

2.4.3.1 Developing the visibility andattractiveness of the employer
brand

●

●

●

72

a diverse and inclusive work environment;
the Group’s
employees;

transparent

relationships

withBelieve’s employer brand strategy aims to:
●

●

●

●

●

For several years, Believe has been developing thevisibility and attractiveness of its employer brand bypromoting:●In 2022, the Group formalized and rolled out its employer
brand, Set the Tone. This effort was supplemented in 2023
by the development of a new website dedicated torecruitment and accessible from the Group’s website(https://careers.believe.com/en/). Promoting the Shaping
Music for Good approach also contributes to Believe’s
attractiveness and pride in belonging, particularly among
young talent.

its

the professional opportunities offered throughout theemployee’s career;

recruit committed talent in line with Believe’s values
and culture;strengthen Believe's positioning among Tech andmusic industry candidates, by promoting Believe's
initiatives and opportunities, and by emphasizing theShaping Music for Good program, in particular on thesubjects of gender equality and diversity and inclusion;
engage employees in the recruitment process, inparticular via co-optation and promoting the employer
brand on social networks;
increasing the Group's visibility worldwide, notably on
specialized job boards and platforms such as Indeed,
Welcome to the jungle, Glassdoor, etc.;
promoting Believe among young talent by developing
relationships with schools and by participating in
events (recruitment fairs, webinars, mentoring, etc.).

In 2023, Believe continued to set up internal and external
initiatives, as described below, and partnership programswith recruitment platforms, target schools anduniversities, and professional bodies.
The Group’s goal is to develop its visibility as an employer,
increase its pool of candidates, notably among women,
and improve the candidate experience. In 2023, Believealso continued its proactive policy of recruiting women,with 49.7% female hires (women who were hired andeffectively joined Believe).

fair compensation in line with market practices.

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for GoodBy way of example, Believe set up the following initiatives
to promote its visibility and the recruitment of talent fromdiverse backgrounds:
●

●

●

●

●

communication campaigns with recruitment platforms
to promote successful employee career paths, notably
with LinkedIn, Welcome to the Jungle and 50inTech;
partnerships with committed “Tech” and musicindustry actors, or with LGBTQIA+ communities:
50inTech, Ada Tech School and Ligue des Jeunes
Talents(1) (France), and Saksham Job Fair (India);relations with schools and universities andparticipation in campuses and recruitment events andfairs, notably in France:
●
●

●

●

organization of webinars with EMIC students,
participation in the NovaTech innovation fair of theCentrale-Supélec school,sponsorship of the Campus Live competition among
students from top schools on the Cergy campus,
participation in recruitment forums: Galileo, CELSA,
and employment of people with disabilities in theentertainment sector, etc.

CHALLENGES●

Training to recruit
●

●

●

●

●

Generating a pool ofcandidates in linewith Believe’s culture
and values

solidarity initiatives with associations to support andtrain young people from disadvantaged backgrounds
who can become potential candidates to be hired(see Section 2.5.2 “Leading change in the musicindustry and developing a culture of engagementwith local communities”, page 89).

2.4.3.2 Deploying an effective
recruitment policy and tools
Believe has implemented and deployed procedures, tools
and training for the various stages of recruitment in all
countries.

Preparing recruitment:
Recruitment preparation is structured around three major
challenges, aligned with Believe’s values (expertise,fairness, transparency, respect).

MAIN ACTIONS TO PREPARE RECRUITMENT●

Positioning the job
clearly

welcoming interns and apprentices or candidates
who have not yet graduated,

●

●

●

Training HR managers on recruitment;
Training and supporting managers by providing recruitment guidelines and training, as wellas the employer brand’s value proposition;
Incorporating the principles of diversity, equity and inclusion, and an understanding of
conscious and unconscious biases, into the recruitment process (see Section 2.4.5 “Creating
a diverse, inclusive and fair working environment”, page 77).
Defining the content of the position and the profile sought by sharing a set of objectives andskills;Calibrating positions in relation to market prices, using internal compensation grids andrecognized external benchmarks, such as that of Towers Watson;
Publishing attractive job offers, clear on roles and responsibilities, and faithful to the realityof the position and respecting the principles of gender equality and inclusiveness.
Communicating on Shaping Music for Good and positive impact initiatives launched locally.
Through the “Life at Believe” LinkedIn pages, candidates can project and learn more about
Believe;
Presenting careers in the music and “Tech” industry to young people and professionals withvarious profiles (Duo Day);
Creating and leading talent communities to which people interested in Believe can subscribe
and indicate their business interests to receive communications from the Company;
Rolling out a referral program, “Spread the Melody”, allowing the employee to win prizes if
the recommended candidate is actually recruited.

(1) Young Talents’ League.

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for GoodInterviewing and assessing candidates:
Believe defined the best practices and key steps to be
implemented during the interview and selection process,in order to ensure the best possible recruitment successin the shortest possible time:
●

●

●

●

●

●

transparently explaining to the candidate the various
stages of recruitment, as well as the benefits andchallenges of joining Believe;
clearlypresenting
working
conditions
andcompensation to potential candidates, as well as
Believe's values and culture, and thus ensuring the
success of recruitment;
preparing the interviews in order to assess candidates
optimally, equitably and fairly;
assessing the candidate in the most objective andunbiased way possible, in particular through the
upstream t r a i n i n g of managers and recruiters on
the conscious and unconscious influence of each
person’s biases;
testing and assessing the suitability of the candidate
with Believe's “culture” and values, in particularthrough a profile test specific to Believe;
identifying and explaining to the candidate careerdevelopment and skills enhancement opportunities.

Believe also set up a system enabling the continuous
assessment of the level of satisfaction at each stage of therecruitment process, both from the point of view of therecruited candidate and that of the recruiter-manager.
Rolled out since January 2023, this system makes it
possible to assess the quality of the feedback received bycandidates, by recruiter-managers, and by the TalentAcquisition team. The Group ensures that Believe’s values
are respected throughout the recruitment process, andidentifies areas for improvement.

2.4.3.3 Offering effective andrapid onboarding of
new employees
The onboarding process is essential to ensure the new
employees have a successful experience at Believe fromthe start and allows them to efficiently integrate within theorganization.
The first onboarding step is offered online and starts
before the employees arrive at Believe. This is followed byadditional online as well as face-to-face onboarding steps.
This process facilitates the integration of new joiners andshares the fundamentals of Believe's culture and values
from the outset.
This onboarding phase includes:
●

●

●

●

the management of administrative matters (contract,equipment, social benefits, organization, etc.);
the presentation of the Group, its activities and its
values;the first mandatory training courses (Code of Ethics,
Anti-Corruption and Conflicts of Interest, Be FAIR on
diversity, equity and inclusion, GDPR...). These Groupwide training modules are supplemented by businessspecific training courses;
interviews at 30 days and 90 days after a hire, carriedout with local HR, make it possible to measure the levelof employee satisfaction and to complete theonboarding process if necessary (reinforce a subject,facilitate internal contacts, etc.).

2.4.4 Retaining and supporting employees in their careers
In the ever-changing music and technology industries, it isessential for Believe to continuously maintain a high levelof skills among its employees, by promoting thedevelopment of individual skills. This means training thenext generation of digital music leaders and experts, whowill offer a high level of service to artists and labels.
The Group’s ability to meet the new expectations of
employees, to retain them, and to develop theirprofessional competencies is a major asset in supporting
its growth and its innovation policy, which are necessary
for its success. The ability of the human resources teams
to adapt to diverse and evolving contexts to maintain its
employees' skills and know-how at a high level is a strong
lever for differentiating themselves from other players in
the “Tech” sector and the digital music industry, which are
Believe’s competitors in the talent market.

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2.4.4.1 Supporting career development
and employee performance
In the technology and digital music industries, and moregenerally in fast-growing companies, employees have highexpectations in terms of career development andmobility. Believe, therefore, deploys precise managementof employee performance. Robust tools assist themthroughout their career. Believe also offers mobility anddevelopment opportunities to retain its talents.
By way of illustration, since 2020, Believe has
implemented a “career review” process (career interview)structured and common to the entire Group. This process
is an essential and indispensable tool in employee career
management and professional development. This system
is implemented in each country where the Group
operates so that each employee benefits from at least one
career interview per year, via the Workday software.

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Corporate social responsibility
Employees at the heart of Believe’s business model and Shaping Music for GoodThis interview allows employees and their line managers
to review the assignments carried out, and theachievement of the objectives set. Employees also identify
their needs for individual support and training, and share
their wishes for professional development with their line
manager. At that occasion, the line manager may propose
development or support plans to the employee whereapplicable, after consulting the human resources teams.
To ensure the smooth running and effectiveness of careerinterviews, training and awareness-raising campaigns for
employees (including managers) are organized twice ayear. They make it possible to communicate on theprocess, to recall the objectives of the interviews, and toprepare for their work.
Indicator

2023

2022

% of employees who
participated in at least one
career review during the year

98%

97%

2.4.4.2 Rolling out training anddevelopment programs adapted
to employees and our businesssectorBelieve provides a wide range of training programs to all
employees so that they can maintain or raise their expert
status on topics specific to their field and business.
The purpose of these training courses is twofold:●●strengthen or acquire managerial and/or personal
development skills, and the fundamentals of Believe(compliance, Be FAIR on issues of diversity, equity andinclusion, onboarding, etc.);
develop expertise on rapidly evolving or disruptive
subjects (IT development, data analysis, digitalmarketing, etc.).

Each employee is encouraged to follow the training
courses that best meet their needs and the changes inBelieve’s activities. Training is thus one of the non-financial
criteria included in the annual and long-term variable
compensation of the members of the Executive
Committee, of the managers of the Group’s main
subsidiaries, and of the Chairman and CEO's variable
compensation in 2023 (See Section 4.6.4.2.2 “Variable
compensation in 2023”, page 198).

each employee to follow their training path, according totheir own organization, and to know the mandatory andrecommended modules adapted to their profile.
Online training programs, supplemented by face-to-facetraining more specific to a department or business, cover
the following areas:●

personal development;●

support for managers;●

business line expertise;●

Believe fundamentals (compliance, Be FAIR
diversity, equity and inclusion, onboarding, etc.).

onBelieve partners with specialist and recognized training
platforms to provide a catalog adapted to the Company’svarious business lines and selected for their quality. The
development of the online modules available in adapted,
educational and varied formats (interactive, of different
lengths, etc.) provides great flexibility for employees andfacilitates self-learning. In order to best meet the specificexpectations of each employee and their professional
lifestyle, the content formats available to them are
multiple (tutorials, videos, webinars, personalized training,
e-books and podcasts). Some training is certifying,notably in relation to “Tech” professions.
Since January 2023, Believe has partnered with leading
institutions that enable high-level, internationallyrecognized skills to be acquired online, such as: MIT,Harvard Business School, ESSEC, HEC, Singapore
University, AWS certification.
The People Success team manages the quality of training
and verifies that the content and teaching methods are inline with market expectations and new practices. It
conducts regular surveys to determine the satisfaction
rate among employees.
These training programs and tools demonstrate Believe’s
desire to invest in the development of its employees andto support them in their career and employability. This
training policy is part of the career development plan foreach employee, which is drawn up during career review
sessions.
Indicator

2023

2022

% of employees who attended
at least one training course
during the year (in numberof hours per person)

94,4%

90.6%

(11h)

The content offer, the methods of acquiring skills andtheir results are managed within the Believe Academy andBusiness Campus online platforms. Digitization enables

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2.4.4.3 Supporting managers andpreparing a talent pool
Believe is very committed to supporting its managers, who
are often young or junior in their roles, and who assume
their responsibilities in a fast-paced and fast-growing
environment. The objective is to:●●●prepare them to take up their duties;
support them in their day-to-day management role,and;In 2022, Believe defined and formalized a strategic talentdevelopment planning process that will be gradually rolled
out throughout the Group in order to cover a larger
scope over the coming years.
This structured process aims to:●build a career plan with them.

The Executive Committee and managers receive thesupport of the central and local human resources teams
on a daily basis. Together, they monitor recruitment, halfyearly and annual reviews, salary reviews, the review ofobjectives, and support measures for the development of
their teams. Working closely, they define and implement
specific action plans based on the results of satisfaction
surveys (see Section 2.4.8 “Ensuring continuous dialogue
with the teams and measuring the level of commitment
and satisfaction”, page 84).
All managers and leaders benefit from a training offering
dedicated to the development of their managerial skills.
This offering includes several learning formats, such as
quarterly seminars, practice workshops, online modules,
podcasts, virtual videos and books, coaching, etc. The
variety of formats allows each manager to choose theformat(s) best suited to their personal objectives andthose of their team.
Several topics are addressed by these training courses toimprove and managerial practices, which are as follow:

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2.4.4.4 Implement strategic talentdevelopment and succession
plans

●

conflict management;●

career and salary reviews;●

the definition of performance objectives;●

career development;●time and workload management;●a feedback culture;●change management, etc.

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●

●

●

identify critical positions and key experts for theGroup’s activities today and tomorrow;support the individuals identified to retain and develop
their potential;
define succession plans in the event of departure orabsence in order to ensure business continuity;
prepare potential future leaders.

Applied since early 2023 for the members of the Executive
Committee and the managers of the main subsidiaries,
this work focused on the organization of a continuity planin the event of an unexpected absence or departureamong the Group's executive directors and managers ineach country and department. This plan enables theGroup to:●anticipate the intentions of employees identified as key
people;●identify future potential leaders for each key position;●

confirm their ambitions within the Group;●and prepare them for their future responsibilities andduties.

Succession plans are reviewed annually and updated asnecessary in Workday to ensure that their content
remains relevant and aligned with Believe’s strategic
guidelines.

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2.4.5 Creating a diverse, inclusive and fair working environment
Operating in over 50 countries and with more than one
million artists served directly or via their labels, diversity ispart of the daily life of Believe's employees. The Group
promotes and supports diversity in all its forms – gender,
ethnicity, nationality, religious beliefs, sexual orientation,
disability, age – as a source of creativity, innovation, andindividual and collective development.

particularly committed to gender equity and also actively
fights against sexism, racism and all forms of
discrimination and harassment. Aligned with the Group’s
values, these DEI principles are deployed in all humanresources processes and among managers. The
ambassadors/Shapers also help to promote theseprinciples, which are put into practice by all employees.

“Being surrounded by people who think differently
constantly challenges you and makes you grow. Diversity
is key to offering the best solutions to our artists andlabels in a constantly evolving environment. Equity andinclusion are essential drivers of our employees' wellbeing and commitment. Believe’s goal is to be an
inclusive, responsible and example-setting player inorder to be one of the top employers in the musicindustry”.

2.4.5.1 Formalizing our commitment
with the Diversity, Equity andInclusion Charter

Denis Ladegaillerie, Chairman and Chief Executive Officer
and Founder of Believe
The Group thus attaches particular importance topromoting Diversity, Equity and Inclusion (DEI), both
among artists and labels and among employees. Believe is
The principles of Believe's Diversity, Equity & Inclusion (DEI)
Charter

Believe established a Diversity, Equity and Inclusion
Charter for its employees. This charter was widelydistributed among all employees when it was created in
2021, through a dedicated communication campaign. It isalso included in the Be FAIR online training module
dedicated to diversity, equity and inclusion, which ismandatory as part of the onboarding program for new
joiners.

Believe’s practices and actions in terms of Diversity,
Equity & Inclusion (DEI)

Ensuring equal opportunity within the recruitment, development The recruitment process, career development and training
and promotion processes.
systems have been designed to be objective, fair, and thus avoid
any discrimination.
Ensure fair compensation for equal work, performance and skills.

Pay equity is guaranteed by a guide for the various positions andlevels of responsibility with internal and external compensation
guidelines. In addition, compensation is reviewed at least once ayear.

Raising awareness of unconscious bias and discrimination and Dedicated workshops on diversity and inclusion were rolled out
educating employees about legal implications to promote inclusive across the Group from 2021, and then again in certain key
countries in 2022 and 2023 (e.g. United States, France, Italy, United
and respectful behavior in everyday life.
Kingdom, India, etc.).
In addition, a Be Fair online training course on diversity andinclusion and the fight against stereotypes was set up in 2021, andmade mandatory in 2022 for newcomers as part of their
onboarding program. This Be Fair online training module was
updated in 2023.
In 2023, an interactive webinar was also organized to explain
diversity, equity and inclusion challenges to employees and givethem the keys to fostering an inclusive work environment.
Creating an environment where people can express themselves A whistleblowing protocol to manage discrimination complaints
safely.
has been implemented in 50 countries. For Believe, it is essentialthat everyone feels safe, heard and, above all, accepted.
Encouraging employees to join ambassador/Shaper communities Volunteer employees around the world have formed local
in order to propose, promote and implement concrete initiatives ambassador/Shaper groups organized around diversity andin favor of Diversity, Equity and Inclusion.
inclusion issues, and working for the planet.
Proposing, promoting and implementing concrete initiatives for These actions have been rolled out for all employees, artists anddiversity and inclusion in the workplace and in the music industry. partners regardless of their gender, ethnicity, religious beliefs,
sexual orientation, disability or age, in all countries where Believe
operates.

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2.4.5.2 Promoting gender equity
and parity
Believe attaches particular importance to gender equity
and parity, in particular through the recruitment andpromotion of women within the Executive Committee,
among managers and for all employees.

Building increasingly gender-balanced
teams and implementing fairness practices
on a daily basis:
At December 31, 2023, 50% of the Executive Committee
was made up of women, well ahead of the quotas
imposed by the Rixain law, and 50% of the Board of
Directors were women. Three independent women
directors chaired the three specialized Committees: Audit,
Nomination & Compensation and CSR, thus exceeding thelegal minimum.

Beyond the management bodies, the Group has set itself
an ambitious goal of gender parity, with an indicator of
the percentage of women among all employees as a nonfinancial indicator included in the annual and long-term
variable compensation of management teams.
The Group is working on its ability to attract and recruit
female talent, and on its ability to retain and develop the
potential of female employees.
This work has borne fruit because, at the end of 2023,
45.6% of all Believe employees were women. The
proportion of women in the Group’s headcount increasedby 2.6 points compared to 2022, and by 4.6 points
compared to 2021 (40%).
The increase in the proportion of women in the workforce
stems from the commitment of the entire Executive
Committee, a successful proactive policy to attract female
talent, and the creation of a more equitable and inclusive
working environment.

Indicator (CSR reporting scope)

2023

2022

2021

% of women among employees

45,6%

43%

40%

% of women among managers (levels 5 to 9)(1)

38.9%

37%

34%

% of women on management teams (representing the positions
with the highest levels of responsibility)(2)

44.5%

42.9%

41.8%

% of women on the Executive Committee at December 31, 2023

50%

50%

54%

% of women on the Board of Directors

50%

57%

50%

49.7%

51%

45%

% of women recruited(1) The population of managers corresponds to employees with managerial responsibilities, in the “Leaders” Career Path, with internal categories ranging
from 5 to 9 (with “direct report” for 2023 and 2022 excluding Sentric; “with/without direct report” for 2021).
(2) The population of management teams corresponds to internal categories from levels 9 to 12 (including the “Executive” and “Leaders” Career Paths andexcluding level 13, which corresponds to the Chairperson position). In 2023, 53 women were a part thereof, out of a total of 119 positions of highresponsibility (representing 6.6% of the headcount. See Section 4.3.3, page 186).

2.4.5.3 Attracting and recruiting female
talentAs part of the equitable recruitment process, gendered
terms in job advertisements are removed and the list of
successful candidates must contain female profiles.
The results are convincing: in 2023, the recruitment rate offemale employees was 49.7%(1) (51% in 2022), a sign of
the Group’s development compared to 2021 (45%).
The Group is also focusing its efforts on the “tech-IT”
population, where the number of women in the businesslines is still limited.
●since 2021, Believe has been committed to 50inTech, aglobal organization promoting gender equality inscience, engineering and mathematics (STEM), sectors
where women are still unrepresented and receive little
support. On its website, the organization underlines
the robustness of Believe's inclusion and diversity
system, in all of its dimensions. In 2023, Believe
obtained a score of 90/100 in the Gender Score by
50inTech, one of the best scores, and an improvementcompared to 2021 and 2022 (85/100). Scores between
80 and 100 are awarded to companies considered“Pioneers” in terms of inclusion, equity and safety for
women in technology;●

Believe has also developed a partnership with the Ada
Tech School, which offers an alternative learning modelin technology. The goal is to train a new generation ofdiverse talent through an open pedagogy that fosters
collaboration and promotes gender diversity in thetechnology sector. In 2023, two apprentices benefited
from an apprenticeship at Believe.

Retaining and developing female talent:Believe regularly measures employee attrition andmonitors the evolution of female versus male employee
attrition.
In 2023, female attrition decreased significantly (14.8%
versus 16.1% in 2022) and likewise the gap with male
attrition (1.4 more points for women compared to male
attrition in 2023, versus 3.8 more points in 2022).

(1) The recruitment rate corresponds to the number of women hired and who joined Believe out of the total number of people hired and whojoined Believe.

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Believe strives to integrate the principles of genderequality into all human resources processes, and topromote a diverse and inclusive work environment. The
Group closely monitors the level of satisfaction andcommitment of its female employees, as well as any
disparities between men and women, through the annualYour Voice internal survey (see Section 2.4.8 "Ensuringcontinuous dialogue with the teams and measuring thelevel of commitment and satisfaction", page 84).

increases, promotions, the number of women among the
10 highest paid employees, the number of women
receiving an increase upon return from maternity leave.
The continuous and remarkable improvement of thisindex in France from 2018 to 2023 demonstrates theGroup’s commitment to equity. Believe has gone from arating of 56/100 in 2018 to 99/100 over three consecutive
years from 2022 to 2024). This progress can be explained
notably by better monitoring of equity practices in all
human resources processes: recruitment, compensation,
development, promotion, return from maternity leave.

The gender equality index:

The Group also monitors potential gender gaps in termsof remuneration and promotions in the main countries
where the Group operates (UK, Germany, India, China andthe United States) and monitors the progress made andthe actions implemented.

In terms of professional equality, Believe publishes its
gender equality index for France, established on the basisof five criteria: the proportion of women among thevarious levels of responsibility and by age group, salary
EVOLUTION OF THE GENDER EQUALITY INDEX:

Index France

2024
2023 data

2023
2022 data

2022
2021 data

2021
2020 data

Believe France rating

99/10099/10099/10097/1002.4.5.4 Training and mobilizing
employees in the principles ofDiversity, Equity and Inclusion(DEI) and anti-discrimination
and anti-harassment
For several years now, Believe has been running a Be FAIR
training program to promote diversity, equity andinclusion which is rolled out in all the countries where theGroup operates.
This program was designed in-house, starting in 2021 andupdated in 2023, to help employees further develop
inclusive behaviors and inform them about applicablelegislation.
From 2021, training was also provided to recruitment
teams and managers on these principles of Diversity,
Equity and Inclusion and possible bias in recruitment.
Available on Believe Academy, the Be FAIR program is oneof the mandatory training modules in the onboarding
process of new hires.
The main content of the Be FAIR training modules relates
to:
●

●

●

the principles of Diversity, Equity and Inclusion at
Believe, and their implementation;
conscious and unconscious cultural biases and how tospot them in order to adapt one's behavior to thesituation;
the fight against discrimination and harassment, andthe means to report any inappropriate behavior.

Believe regularly reiterates its desire to fight against a l l
f o r m s of discrimination, sexism and harassment. The
Group monitors all sensitive situations through thewhistleblowing protocol and local human resources
teams, and implements the necessary investigation
procedures.
In 2023, the Group rolled out a large internal
communication campaign called “Speak Up!”, available inseveral languages.
Its goal is to explain the various forms of discriminationand harassment, and to remind employees of theprocedures and tools made available to employees toreport any sensitive situation and obtain the necessary
support:
●

●

●

the
anonymousandconfidential
external
whistleblowing platform EQS integrity line (Section
2.3.3 “Setting up and publicizing the whistleblowing
system”, page 68);
local HR teams and harassment officers in certain
countries;
psychological support services via the partner
Eutelmed (see Section 2.4.6.2 “Supporting employees
in the management of their work and their mental
health”, page 80).

In addition, Believe uses the results of the annual Your
Voice internal survey to identify sensitive situations of
discrimination, harassment or inappropriate behavior, inorder to implement the necessary measures. A module ofYour Voice questions is dedicated to employees'
experience of Diversity, Equity & Inclusion and well-being
at work.

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The results obtained in 2022 and 2023 illustrate theGroup’s success in creating and maintaining a diverse andinclusive environment.
Indeed, in 2022, 97.6% of survey respondents said “I feel
comfortable being myself at work” and 95.1% said
“Believe facilitates the acceptance of people fromdifferent backgrounds and contexts”.
In 2023, the questionnaire changed slightly: somequestions were reformulated. On these same inclusion
topics, results remain positive.
Believe was rated 8.6/10 on the question “At Believe,
people from all backgrounds are accepted as they are”
and 8.3/10 on the question “I know I won't bediscriminated against at Believe”.

2.4.5.5 Employment and integrationof people with disabilities
The Group strives to contribute to the integration andmaintain the employability of people with disabilities.
However, the number of employees with disabilities
remains very limited, notably due to the following
challenges:

●

●

●

a limited pool of candidates with the necessary skills
for the digital music industry;
country-specificregulations,preventing
theimplementation of Group-wide monitoring indicators;
a reluctance by employees to report their disability.

In 2023, only 0.6% of employees in France shared theirdisability with the HR department.
The Human Resources Department therefore raises
employee awareness and promotes the professions in our
industry by taking part in Duo Day(1) (since 2021) andtrade fairs dedicated to professionals with disabilities.
Whenever possible, in France, General Services & Office
Department also favors the use of companies in theprotected worker sector. This is notably the case for the
maintenance of green spaces on the terrace, and waste
management in the offices.
Other initiatives are organized at the local level, such as in
Italy, where Believe uses a service provider employing
people with disabilities for reception staff. In China, forexample, employees took part in music therapy sessions
for children on autism spectrum.

2.4.6 Developing efficient working conditions,well-being and mental healthBelieve is committed to providing working conditions thatare conducive to the well-being of its employees in all
countries. This approach focuses in particular on theorganization and working environment, personalized
support for employees, work/life balance and social
protection. These elements are important for retaining
employees and attracting candidates.

2.4.6.1 Ensuring a social protection
floor for all employees
Believe aims to offer its employees safety and protection,
so that they can work with confidence. The Group iscommitted to providing everyone with a good level ofprotection against health, disability and invalidity risks,
taking into account the socio-economic environment ofeach country. To this end, the Group works with service
providers to implement the necessary systems in aharmonized way, adapted to the local legal and socioeconomic market context.

2.4.6.2 Supporting employees in the
management of their workand their mental healthBelieve is attentive to the well-being and mental health of
its employees, to risky situations and to their work-lifebalance. The various initiatives put in place help toimprove the performance of teams, increase their
engagement and retention, and contribute positively toBelieve’s employer brand.

Supporting employees in terms of theirmental health and well-being:
Since 2020, Believe has partnered with the internationalcare and quality of life at work operator Eutelmed, toprovide psychological support to all employees worldwide
who seek it. This allows to prevent psychosocial risks andsupport employees in situations of stress, anxiety andtension, or with high workloads.

(1) Duo Day is a European initiative taking place every year since 2011 during the European Week for the Employment of People with Disabilities.
It allows professionals to spend a day paired up with people with disabilities to help them discover their profession

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Through this partnership, employees benefit from online
conferences and workshops, documentation and advice
on stress and psychosocial risk management. Employees
can also self-assess their stress and anxiety levels
anonymously, free of charge, via an online test.
Psychological help is available free of charge 24/7. Finally,
Believe fully finances consultations with a dedicatedpsychologist (3 to 5 sessions per year) for employees who
feel the need for one. Believe has entrusted the
management to Eutelmed, a third-party organization
outside the Group, in order to guarantee enhanced
confidentiality for employees, in addition to theprofessional secrecy imposed on psychologists.

On a daily basis, the local Human Resources teams
provide local support and personalized monitoring of
employees and managers. High-risk situations, such as
periods of more intense work or the taking on of new
functions, are supported by managers and humanresources teams in a proactive manner in most situations.
In addition to the psychological support platform rolled
out worldwide, Believe implements actions at the global
and local level. Some of these initiatives are adapted to a
country's specific local and geopolitical context, anddefined according to the results of the Your Voice internalbarometer as part of an improvement action plan.

Type of actions

Examples of initiatives in different countries to promote employee well-being and mental healthTraining & awarenessraising on psychosocial
risks● Webinars on psychological risks and other mental well-being risk factors, including stress: risk

identification methods, prevention and solutions. Modules dedicated to managers were also organized
to disseminate best practices (worldwide).

● Webinar on managing relationships with artists, which can lead to stressful situations (global).
● Webinar led by the artist Shalmali Kholgade on how to support artists in order to promote their mental

health (India).

● In total, more than 200 employees took part in these training sessions and awareness-raising actions.

Psychological support● Eutelmed psychological support platform (see above), supplemented by local services, notably in the

United States (Paradigm), Germany and India.

● Information webinar on Eutelmed’s services.
● Special psychological support for teams faced with exceptional situations in relation to natural disasters(Turkey, Morocco) or tense geopolitical situations and conflicts (Ukraine, Middle East, etc.).

● Individual coaching and mentoring, where necessary.

Well-being & sport● Global sports challenge (via the SquadEasy app - twice in 2023) to encourage employees to walk, runand cycle (see Section 2.4.6.3 “Engaging and motivating employees through our SMFG goal: local
activities that promote well-being and team spirit”, page 82).

● Individual Shiatsu sessions (France) promoting stress management and prevention, and physical andmental recovery; or through an app (CalmApp in North America and Latin America).

● Sports and yoga activities set up in certain Believe offices and/or in partnership with external service

providers (Paris, New York).

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Some examples of local initiatives:

Providing a flexible work organization:
In all countries, Believe provides a flexible workorganization, which promotes the commitment andperformance of teams, in compliance with local
regulations. Given the strong digital component of theGroup’s activities, teleworking is a tool popular withteams, who are used to working remotely. The work tools
available to employees are designed for the organizationof meetings and for collaborative online work.
In this spirit, the teleworking agreement signed in
December 2021 in France was renewed in 2022 with thepossibility of two days of teleworking per week.
Depending on personal circumstances, Believe can offer amore flexible work organization.
In 2023, the absenteeism rate was 2.1%. This low level ofabsenteeism corresponds to tertiary activities, and canalso be explained by the success of the measures put inplace to promote the well-being and mental health of
employees. In addition, as in the service sector, Believe
records few absences due to work-related accidents.
Indicator

2023

2022

Absenteeism rate (1)

2.1%

3%

(1) Absence due to an accident or occupational illness, any other illness,or a family event during the period. The absenteeism ratio compares
the number of days of absence (excluding parental leave) and thenumber of theoretical days worked. The calculation includes
employees who left the company during the fiscal year.

2.4.6.3 Engaging and motivating
employees through our Shaping
Music for Good goal: local
activities that promote wellbeing and team spirit
Activities promoting well-being andconviviality:
Numerous initiatives are implemented locally to create an
inclusive, collaborative working environment conducive towell-being. These actions also contribute to developing ateam spirit, a sense of belonging to the Group andemployee satisfaction.
The local human resources, CSR and communication
teams organize these initiatives, in coordination with theAmbassadors/Shapers network, which is a source ofproposals.

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Employees can take part in social events (afterworks,
lunch and learns, children's day, group sports classes,
massages) in several countries (France, Italy, UK, UnitedStates, etc.).
They are also authorized to take their dog to theirworkplace in the UK and Russia, a system particularly
appreciated by the teams.
In China, they take advantage of therapy sessions torelieve body pain and promote restorative sleep.
In France, artist showcases and specific workshops(maintenance of plants on terraces, nutrition classes,
creation of bouquets of flowers, etc.) are organized as partof the “Pause” program. The company canteen was also
involved. It now offers a wider variety of meals, including
vegetarian, balanced and seasonal menus. In addition, atthe suggestion of the network of ambassadors/Shapers, abreastfeeding room and gender-neutral toilets have been
set up, and sanitary pads are available free of charge.
Believe also promotes sports and solidarity practices,
both locally and globally:●●in France, for example, a gym has been open since2022 and the Social and Economic Committee (SEC)
offers subscriptions to gyms and online training
platforms at negotiated prices;globally, Believe rolled out the SquadEasy application in
2022 and 2023, promoting walking, running andcycling as part of a solidarity challenge organized for all
Believe employees. During the two challenges
organized in 2023, 976 participants covered almost
150,000 kilometers on foot or by bike (95,000 in May
and 53,000 in September). They also answeredquestionnaires on quality of life at work, well-being andmental health (in May-June 2023) and best
environmental practices in their profession and daily
life (in September-October 2023). The sharing ofphotos and comments fostered a strong team spirit.
The challenge's fun, sporting and mutually supportive
dimension was very popular. At the end of thisoperation, the Group financed environmental andsolidarity projects led by Reforest'Action (in thefollowing countries: Brazil, Indonesia, Morocco, Nigeria,
Peru) and provided massage vouchers to the winningteams.

Lastly, activities as part of the Shaping Together solidarity
month (see Section 2.5.2.2 “Promoting music as a vehicle
for committed messages and responsible practices”, page90) and the ambassadors/Shapers program contribute tocreating convivial moments, team spirit and pride inbelonging to the Group.

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2.4.7 Deploying a fair compensation system and sharing value
creation with employees
Believe pays particular attention to the overall
coordination of its compensation policy, based on internal
equity, performance and attractiveness.
To this end, the Group relies on structured and robust
processes, deployed in all countries.

2.4.7.1 Applying a fair, consistent andattractive compensation policy
Since 2020, the Group has used an internal business line
framework to structure compensation in a consistentmanner according to the type of position and level of
responsibility, and country. The guidelines establish aminimum, median and maximum level of compensationfor each job level based on Believe's and local market
practices.

Believe’s first employee shareholding plan:b.shares
Believe is committed to involving its employees in theGroup’s development and value creation. In 2022, theGroup set up its first global employee shareholding plan,called b.shares, which was rolled out in its six main
countries (France, Germany, United States, India, UK andChina), representing 80% of the Group’s employees in
2022.
This plan was built in order to offer as many employees as
possible the possibility of subscribing to it, for all income
levels:●When a position is created, the process includes anassessment to determine its level of contribution.

●

Believe’s compensation policy is, therefore, based on thelevel of skills and contribution expected for a position. No
discrimination of any kind is applied.

●Compensation is reviewed annually to recognize theperformance and contribution of each person while
ensuring that compensation is competitive with themarket. Each year, the Group participates incompensation surveys relevant to its sector of activity.
These benchmark data are used to update the internal
compensation grids. Where appropriate, “catch-up”
increases are applied, notably to ensure equal
compensation for men and women.
The level of employee satisfaction on compensation ismonitored during career reviews (dedicated question) andthrough the internal Your Voice survey.
The Group also verifies gender equality in terms ofcompensation, salary increases and promotions (seeSection 2.4.5.2 “Promoting gender equity and parity”,
page 78).

a maximum investment to ensure the consistency of
personal investment amounts and thus guarantee
equity between employees;
a matching incentive and threshold to promote accessto all eligible employees;
a 20% share price discount applied to the entire
investment.

The results were very satisfactory, with a subscription rateof 40% among eligible employees.
From this first edition, the b.shares offer enabled theGroup to reach, by 2022, a rate of employee shareholdersof 31%, holding 0.35% of the Company's capital directly or
through the Believe shares company mutual fund (FCPE).
At December 31, 2023, employee
represented 0.29% of Believe's capital.

shareholding

2.4.7.2 Sharing value creation with
employees: the commitmentof the Chairman and Chief
Executive Officer
In line with the Group’s values, Denis Ladegaillerie,
Chairman and Chief Executive Officer and founder ofBelieve, wished to implement a mechanism for sharing
the capital gains on the sale of his Believe shares with
employees in addition to employee share ownership.
This mechanism, provided for by the Pacte Law of May 22,
2019, offers Believe, under the leadership of Denis
Ladegaillerie, the opportunity to strengthen the long-term
commitment of its employees and recognize everyone’s
contribution to the Company’s success. It thus offers thepossibility to share part of the value created collectively.

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Employees at the heart of Believe’s business model and Shaping Music for Good

2.4.8 Ensuring continuous dialogue with the teams and measuring
the level of commitment and satisfaction
High-quality social dialogue is an essential component ofBelieve’s model. It illustrates the Group’s desire to involve
employees in its development and fully reflects its valuesof respect, expertise, fairness and transparency. In eachcountry, the proximity and accessibility of managers andhuman resources teams enable employees to express any
concerns. The annual internal Your Voice survey also
makes it possible to collect expectations, feed into
discussions and adjust the Group’s actions (see below).
In addition, Believe has put in place a strategy with tools
and internal communication means, in order to share andmake accessible the necessary information for all
employees, in particular via global webcasts.
During these events, the Chairman and Chief Executive
Officer and members of the Executive Committee present
the Group’s strategy and performance to all employees.
They also communicate via regular newsletters and an
online information platform called Believe Insider.
In France, Believe has had a SEC since 2019, which
replaced the single employee representative body(délégation unique du personnel – DUP). Regular andtransparent dialogue allows for very constructive
discussions on all subjects affecting the life of the Groupand its employees.
Since the creation of the SEC, two collective agreements
have been signed in France, on employee profit-sharing
and teleworking.
Employee representative bodies are also in place in
Luxembourg and Germany. The ambassadors/Shapers
program is also involved in social dialogue in the field.

The Your Voice internal barometer
to measure employee commitment andsatisfaction
The Group gives all employees the opportunity to give
their opinion and their feelings during the annual internalYour Voice survey. This social barometer is carried out on
a voluntary, anonymous and confidential basis, andadministered by a third-party service provider. The
detailed questionnaire measures the various dimensionsof employee engagement and satisfaction worldwide. Set
up in 2021, these surveys are an important steering and84

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management tool for measuring progress andimplementing action plans specific to the various
departments and countries.
Following Your Voice #3 (December 2022), nearly ahundred actions were implemented at local and centrallevel, covering four main themes:●

professional development;●

recognition;●

collaboration and process efficiency;●

internal communication.

Renewed in November 2023 and rolled out on a new
online platform, the Your Voice questionnaire covers
various topics related to engagement, well-being andhealth, diversity and inclusion, as well as transformationand change management:●●

understanding of the Group’s strategy, communicationand change management;
sense of belonging and contributing to the Group’s
success;●

relationships with managers and among teams;●

working conditions and employee satisfaction;

●

●

●

recognition, and personal and skills development
opportunities;
diversity, equity and inclusion by putting Believe’svalues into practice;recommending Believe as an employer.

The response rate in November 2023 increased compared
to 2022, as indicated in the table below, and provided
relevant and representative feedback. Results were thencommunicated and analyzed with the management
teams, and then shared with all employees. Action plans
will be defined and implemented in 2024 within each
entity and country in cooperation with the teams.
Indicator

2023

2022

Participation rate in the Your
Voice internal barometer

79.8%

78%

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Corporate social responsibility
A committed player serving artists and labels, and local communities

2.5

A committed player serving artists and labels,
and local communities

Aligned with its Shaping Music for Good ambition,
Believe’s mission is to best serve local artists and labels at
all stages of their development in the digital ecosystemwith fairness, expertise, respect and transparency.
The Group is driven by strong convictions about the futureof the music industry and its role in serving artists andlabels. In more than 50 countries, Believe offers local
teams who are experts in their field. They share theGroup's vision of a more diverse and inclusive musicindustry and contribute to the life of local communities.

Its policies and action plans aim to:
●
●

●

●
●

consider each artist as different and unique;serve as a priority local and independent artists andlabels;put all the opportunities of digital development at theservice of artists;build relationships of trust by sharing our values;
build unique partnerships with digital service providers
for artists and labels.

2.5.1 Nurturing relationships of trust and supporting creativity
with our artists and labels, and our stakeholders
Thanks to its local teams and its digital solutions, Believe
now supports more than one million artists around theworld directly or via their labels, with an offering adapted
to the needs of each artist and label, according to theirstage of development. The Group offers them a wide
range of services based on cutting-edge technologies,
local experts and unique partnerships with digital service
providers.
As part of certain contracts and the Solution Premium
offering, artists and labels may also benefit from financial
advances by the Group. These make it possible to financethe development of their musical projects (songs, albums).

Believe’s commitment to a responsible, diverse andinclusive music industry is reflected in:●●●

The objective is to:●●enable each artist to learn and master all the
specificities of the digital music market;
create new opportunities for the emergence of local
artists and all music genres.

2.5.1.1 Promoting diverse and local
music through access to thedigital market
Music reflects the changes in societies and contributes tothe richness and cultural heritage of the world. Access todigital enables artists from different communities andrepresenting diverse music styles to make their voices
heard and contribute to a diverse and inclusive world.
With this conviction, Believe is committed to promoting
access to the digital music market for all types of local
artists, especially female artists and artists from minority
backgrounds, as well as those from under-represented
styles, and to helping them develop their talents.

●

an effective, targeted broadcasting policy whichenables artists and labels to step up their exposureand monetize their creation, whatever the stage of
their career development;a fair compensation policy that respects the sharing ofvalue with the artist according to the levels of careerdevelopment and services used by the artists andlabels;local teams, that are experts in their area, serving
artists located directly in the main cities and regions formusic production;a local recruitment program for artists and training
initiatives for artists and labels to support them in theirdevelopment.

The Group invests in markets where the penetration rateof streaming is still low. Through digitization, Believe
makes new music catalogs available on platforms, which
would otherwise risk disappearing in the long term. It thus
promotes the preservation and transmission of the local
musical heritage.
“When we expand into a new market in Asia, forexample, we set up a local team, recruiting local experts
in the music industry. Through this proximity, theseexperts understand the culture, local specificities andtrends, and ensure a better approach with artists andlabels.”Sylvain Delange, Managing Director Asia-Pacific.

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A committed player serving artists and labels, and local communities”In Africa, many artists didn't have the means to
distribute their music on the Internet. Today, thanks tosocial networks, such as TikTok, the musical works ofthese artists can go viral overnight. Believe offers them asupport solution, in order to give them all the keys tounderstanding the various digital diffusion platforms”.
Andreea Gleeson, Managing Director TuneCore

The quality and reliability of the partnerships establishedwith the platforms are at the heart of the Group’s
development model. They are a guarantee of innovation,
responsible risk management and protection of artists.
Believe has implemented a rigorous process to assess andselect digital service providers based on three main
criteria:●

Examples of initiatives among local
communities to promote access to the digitalmusic sector and to serve musical heritage:●●●

the Believe for Educational Advancement throughMusic Scholarship (BEAMS) program was set up in
2022 in India, in collaboration with the Manzil Mystic
organization. Created by Believe, this three-year
scholarship program supports around ten young
people from disadvantaged backgrounds, giving themthe opportunity and a favorable environment to study
different professions in the music industry. Equally, 150
students were able to participate in three months ofclasses on the monetization of their musical talent,audiovisual production, and the use of social networks.
Lastly, more than 3,000 children attending local publicschools took part in music workshops;
in April 2023, TuneCore, a subsidiary of Believe in the
United States, launched its micro-grants program fornon-governmental organizations (NGOs) working for amore responsible and inclusive music industry. Thus,
USD 22,000 was donated to 11 NGOs providing, forexample, extracurricular music education programs for
low-income young people, or recording time in studios
dedicated to gender minorities. The NGOs werechosen by the local network of Believe ambassadors /Shapers;
the Amplify Music Incubator (India) is designed topromote independent artists from minorities through athoughtfully curated 6 weeks rigorous program toenhance their knowledge on digital distribution, musicbusiness education etc. Industry experts and artists
conduct these sessions. In 2023, 35 artists, including 18
women, benefited from development programs,
opportunities for showcases and public performances,contributions to music market studies, etc.

2.5.1.2 Developing unique andinnovative partnerships withlocal digital service providers
Believe strengthens its relationships with major local andglobal music, social media and entertainment platforms
every day. The ability to develop partnership relationships
with these platforms is key to ensuring the distribution,
promotion and visibility of local artists. Today, Believe hasover 100 partnerships from global and local platforms,
and is present in 50 countries.

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Universal registration document 2023 - Believe●●interest for the artist: potential audience, potential
revenue and competitive advantage;
the reliability of the platform: financial robustness,seniority, potential for development, profile ofmanagers, corruption risks, illicit activities or financial
irregularities;
digital security: digital quality relating to content
security processes and protection against fraudulent
content (streaming). The contracts include content
protection clauses against fraudulent distribution andserver attacks, as well as clauses on technical quality
standards in line with Believe’s requirements.

The Group assesses the level and progress made by themain platforms regarding these criteria, through quarterly
and/or half-yearly reviews.
Believe is also developing highly innovative partnerships
with the most recognized platforms (such as Spotify, AppleMusic, YouTube, TikTok, etc.). The Group thus enables its
artists and labels to benefit from its capacity forpartnership and innovation to increase their visibility,
audience and monetization. Believe can thus offer its
artists and labels the benefit of its position as a preferredpartner of Spotify and Apple Music notably (see Chapter 1of the URD).

2.5.1.3 Being at the cutting-edge oftechnology and innovations
for artists and labels
Digital technology and practices on social networks andplatforms are constantly evolving. As a result, Believe isparticularly attentive to the latest innovations andtechnical and regulatory developments in the market. This
ongoing monitoring work enables it to anticipate
opportunities and risks, and to adapt its range of services
and technological solutions.
Innovation and the deployment of the most current andrelevant technologies are carried out in partnership withleading platforms. Their purpose is to allow artists tobetter exploit digital marketing capabilities in order to be
more visible. This increases their ability to monetize theirmusic, including for emerging creators and artists.
Believe’s ability to develop an attractive and differentiating
technological offering helps to increase the visibility ofartists and labels and to perpetuate their activities andthose of Believe.
The tools provided by Backstage Promotion make it a key
tool for our artists and labels, nearly 70% of whom used
the resources in 2023 (among producers with a releaseplanned over the same period).

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Corporate social responsibility
A committed player serving artists and labels, and local communities

This solution allows artists and labels distributed byBelieve to:●●●promote their releases and develop their audience by
providing the best solutions to manage theirpromotion agenda;
design promotional visuals for social networks andDSPs, to engage their fanbase and redirect it tostreaming platforms;
train to remain at the cutting edge of marketing bestpractices and music industry news.

It differs from other distribution services by its extensive
range of marketing solutions, covering the multiple facetsof a comprehensive marketing campaign.
Some examples of innovations implemented on the
Backstage Promotion platform in 2023:●●●

Backstage Promotion launched its promotional tool
creation system, Backstage Creatives. It allows artists tocreate unique visuals and stand out, notably on
Spotify. In 2023, nearly 80,000 creations were
downloaded by artists and labels;
Backstage Promotions is also the first smartlink
solution to automatically retrieve TikTok Use My Sound
URLs. In addition, artist and label URLs can also be
fully customized through the new Unique Slug Domainfeature. As a result, nearly 169,000 links were created
via Backstage Promotion in 2023, totaling more than 22
million visits by fans;with the “Follow Playlist” option created for our artists,
fans can now automatically follow the playlists of theirfavorite artists by pre-saving their new releases, andthey can do so on all platforms.

Believe’s approach to the use of artificial intelligencein the music industry:
Believe is convinced that artificial intelligence (AI)-based
technologies, whether generative or not, are shifting themusic industry into a new era of creativity and discovery:●●

generative AI creates very significant opportunities forartists to create more and better music;
AI promotes discovery by enabling artists to expand
their audiences and increase their visibility.

Believe advocates for a responsible approach to AI, basedon four principles:●●●

consent: the artist must be able to give his or her
consent for the use of his or her voice, lyrics and music
composition, etc.;●

transparency: the artist and music consumers must betransparently informed about the use of generative AI
for each song and playback.

2.5.1.4 Training artists and labels indigital technology and career
management
Believe has always put the development of artists at thecenter of its missions through personalized support andtraining. These missions, which constitute the Group's
strength and uniqueness, are based on a wide range oftraining, information and support programs that enableartists to learn, understand and empower themselves totake advantage of their digital environment and talent.
In 2010, Believe developed the Backstage platform, aglobal distribution interface for artists and labels available
as part of Premium Solutions. Via Backstage, Believe
provides artists and labels with functionalities, content
and services to help them manage their digital careers:●●●

statistics and analysis of online track performance andrevenue generated by playback on streaming andsocial media platforms;
tools for promoting their content on social platforms
and networks (visuals for social networks, notifications,direct alerts to fans, etc.). Artists and labels canmanage communication campaigns on social networks
directly from the Promotion Section of Backstage;
unique educational content and training programs
aimed at increasing artists’ expertise in digitalmarketing and making them increasingly autonomousand independent.

Automated solutions also provides artists and labels with
reports enabling them to analyze the number of streams
and sales generated by their content on the main digitalplatforms (see Section 1.2.3 “Believe is a global digitalplatform offering a high quality of service thanks to its
musical, digital and technological expertise”, page 15).
With TuneCore Accelerator, launched in 2023, artists andlabels are able to reach more fans and increase theirstreams on streaming and social networking platforms. It
is a powerful program that helps artists find new
audiences and drive fan discovery at every stage ofdevelopment. The program leverages industry-leading
services powered by TuneCore’s promotion teams,
marketing programs and innovative products.

control: the artist must be able to control how theseelements will be used in music productions bygenerative AI;
compensation: opportunities for monetization of agenerative AI music production must be shared fairly
and proportionately among the artist and the various
players;

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A committed player serving artists and labels, and local communities

Believe offers two main training programs for artists,labels, and music creators:●●

Artist Resources is a training program for artists andlabels as part of Premium Solutions. Launched in 2021
and enhanced in 2022 and 2023, it has more than 300
articles, written by Believe experts. These articles, inthe form of tutorials, provide an understanding of theuse of social networks and video platforms, streaming,
optimization of sales processes, etc. The training
provided can be validated by two certifications (Social
Networks, Streaming Platforms) since the launch of theplatform. Today, over 2,000 of our artists are certified;
TuneCore Rewards is a training program for music
creators. Launched in 2021, it covers a wide range ofthemes, such as social media, release planning andmusic promotion on the Internet. Structured into
several levels, it offers, inter alia, educational videos
produced by experts in the sector allowing artists to
get familiar with best industry practices. At the end ofeach level of training, artists receive bonuses anddiscounts, before obtaining a VIP status, allowing them
to become increasingly expert and independent.

”Believe's tools and training help artists to better
manage their development and their fans. Whether on
advertising optimization platforms or social networks,
the approach is to constantly develop the profile ofartists to enable them to set up a complete digitalpresence. At the local level, promotion mainly takes
place through social networks. Then, the work topromote artists on advertising optimization platforms
ensures the migration of subscribers to musicalstreaming platforms”.
Céline Hitti, Head of Artists Services

2.5.1.5 Respecting the creative
independence and data
privacy of artists
Believe is committed every day to defending thefundamental rights of its artists and labels. The Groupencourages and protects the creative independence andfreedom of expression of its artists. It ensures that theirdata is respected and protected.

that local laws and platform guidelines have been
complied with. If the content does not comply with thelaw, it is removed from the platforms in the territory or
territories concerned; this withdrawal may be made at theinitiative of the platforms themselves or at the initiative ofBelieve.
If the infringement of the law is not obvious, or if thecontent is sensitive without violating an applicable law,discussions with the artist may be necessary. This
exchange allows us to clarify our intentions, explain thelegal framework, and adjust communications on thissensitive content.
The Group’s primary approach is not to remove or modify
the texts or music or to interfere with the artist’s talent,but to adopt a pedagogical approach and dialogue withartists, and to encourage them to explain their approachto the general public.
“We place a special focus on compliance with theregulations of the various sales platforms. We explain to
our artists the importance of following the rules, and therisks and consequences for their careers. We maintaindialogue with our artists to empower them.”
Claire Weill, VP Business & Legal Affairs

Respecting the data privacyof artists and labels, and employees
Respecting the data privacy of artists and labels is a crucial
issue for Believe.
The Group has implemented measures to protect thedata privacy of artists, labels and music creators, as wellas that of employees.
The main data protection measures deployed at Believe
are as follows:●●●

Respecting creative independence
and freedom of expression
Believe is convinced that artists must own their art andremain free to make their artistic choices, in total
independence. The Group also ensures the delicate
balance between freedom of expression and compliancewith applicable laws.
In the event of controversy over content produced and/or
distributed by Believe, the Group investigates and ensures

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Universal registration document 2023 - Believe●●a privacy policy and a policy on the management ofcookies are available in over 10 languages and are
updated on a regular basis;a team within the Technology Department ensures theprotection of personal data processed by Believe;
the Group has set up a register of personal dataprocessing. This register, which is based on a solution
provided by a specialized third party, ensures that data
is processed in compliance with the General Data
Protection Regulation (GDPR). This solution also makes
it possible to process the Impact Analyzes required
under the GDPR;
an Intranet module dedicated to compliance withprocedures and forms is available to employees;
the induction program includes compliance training
modules, and will be supplemented by a dataprotection module in 2024.

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Corporate social responsibility
A committed player serving artists and labels, and local communities

Believe also works closely with some of the mostimportant global platforms to protect artists data. With
them, the Group develops solutions that offer artists theoption of sharing their information or not. Believe has
established due diligence procedures to evaluate
platforms on a set of compliance criteria.

Distributing value fairly and transparently
with artists and labels
Since its creation, Believe has aimed to build and develop
relationships of trust with artists and labels. This results ina fair distribution of value among artists and labels, in theframework of simple and clear contracts (see Section
1.4.3 “Believe offers distinct and high value-added
solutions to labels and artists at each stage of theirdevelopment”, page 38).
These values of fairness and transparency form the basisof the remuneration system for artists proposed by theGroup as part of its Premium Solutions. The contracts that
Believe signs with its artists and labels are consistent withmarket standards or superior to these practices. The
Group offers more favorable clauses, such as the absenceof rebates, much shorter periods of exclusivity for new
albums at the end of the contract, or non-exclusivity on
featuring.

by the Group. These simple and educational interfaces area differentiating element of Believe. Artists can consult theirdata and analyze it independently.
With TuneCore, Believe provides music creators with solutions
tailored to the level of their career development. They choose
the level of service they wish, with transparent pricing.
Believe is committed to fighting stream fraud:
In addition, Believe is firmly committed to fighting
streaming fraud, which has a negative impact on artists
and their compensation. In 2023, Believe played a leadingrole as one of the founding members of the Music Fights
Fraud Alliance. The Group has established processes andtools to identify fraud or suspected fraud on digitalplatforms. Internal teams were trained to educate andempower artists and labels about streaming fraud,
including artificial streaming. Lastly, Believe regularly
informs artists and labels of the risks incurred in the eventof abnormal activities and prohibited behaviors.
In line with its values and the Shaping Music for Good
goal, Believe is committed to helping make the musicindustry more equitable by developing effective ways to
put an end to streaming fraud, through ongoing dialogue
with digital service providers and educational action with
its artists and labels.

Almost all artists can thus access information concerning
their remuneration, their content as well as all data relating
to their relationship with Believe, via the interfaces offered

2.5.2 Leading change in the music industry and developinga culture of engagement with local communities
Believe is committed to using its technology and expertiseto serve a diverse, inclusive and responsible musicindustry. This ambition has been integrated into its
business model since its creation and in line with its
Shaping Music for Good ambition.

Believe supports internationally recognized initiatives such as Keychange, Women in Music, and the Be theChange study - as well as more local actions to support
and train women artists in their musical careers.

The Group engages the various players in this industry,artists and labels, as well as its employees, on themes thatare close to its heart, such as diversity, equity andinclusion, the promotion of women, education throughmusic and respect for the environment.

Believe supports this French music industry initiative topromote gender equality, equal opportunities, inclusion in
general and ethics. In 2023, Believe participated in two
programs:

2.5.2.1 Building partnerships with themusic industry and the techsector for women and underrepresented minorities
As part of its commitment to Diversity, Equity andInclusion and gender parity, Believe pays particularattention to the promotion of women and underrepresented communities, as artists and more broadly
within the music industry.

All Access Music:●●

ALL ACCESS MENTORING: mentoring and masterclassfor professional women in the music industry. A
Believe employee is part of the program as a mentee;
ALL ACCESS EQUAL OPPORTUNITIES: scholarships to
support students in their studies in the music industry.
This year, Believe is funding two scholarships in theamount of €10,000 per scholarship and is providing
follow-up support for scholarship students by offering
them internships or integration in Believe at the end of
their course.

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Corporate social responsibility
A committed player serving artists and labels, and local communities

Keychange:

BE THE CHANGE study:

Since 2021, Believe has also been a signatory of theKeychange initiative, a global organization working forequity in the music industry and talent development.
Andreea Gleeson, Chief Executive Officer of TuneCore, isan ambassador for Keychange and actively contributes to
its development in the United States. Believe and
TuneCore also contribute financially to the creation of the
KeyChange branch in the United States.

Since 2020, Believe and its subsidiary TuneCore havepartnered with recognized partners to conduct the global
BE THE CHANGE study. This annual survey helps tounderstand the discrimination and obstacles faced by
women and under-represented communities in the musicindustry. Believe is committed to broadly disseminating
the findings of this study and to engaging the industry's
various players in implementing action levers to develop a
more diverse and inclusive music industry.

Women in Music:
Believe, through its subsidiary TuneCore, is a partner of
Women in Music. This organization supports womenartists through numerous initiatives and events organizedin the United States and around the world. Believe and
TuneCore employees are members of this organization.

The BE THE CHANGE survey: the main results of the 2022-2023 edition
●

●

●
●

Nearly 60% of the artists and professional respondents believe that gender discrimination is still a major problem
in the music industry. Among them, 34% of women, 42% of transgender people and 43% of non-binary people
report experiencing harassment or sexual violence in their workplace in the music industry.
76% of women, 89% of non-binary people and 82% of transgender people respondents believe they have faced
mental health issues since entering the music industry.
58% of respondents do not believe that there is equal opportunity for success in the sector.
There are also barriers to entry into the music industry: only 41% of respondents recommend pursuing a careerin the music industry today.

In the light of these findings, the study recommends solutions at various levels: for the music industry, for industry
executives, and for creators.
They are detailed in the report published by Believe, TuneCore and Luminate: https://www.tunecore.com/wpcontent/uploads/sites/12/2023/03/FR_Gender-Equality-in-the-Music-Industry-Executive-Summary.pdf.
In March 2024, Believe and TuneCore, in partnership with MIDia Research, a media and technology research andanalysis body, will publish the results of the BE THE CHANGE 2023-2024 study. This year, the study focused on
designers.

2.5.2.2 Promoting music as a vehicle
for committed messages andresponsible practices
Music is both a reflection of its time and a powerful toolfor conveying committed messages reaching a very large
audience. This is why the Group intends to leverage itsrole in the music and digital industry, in order to engage
various stakeholders in working towards a diverse,
responsible and sustainable industry.

The Shaping Together solidarity month:
Since 2021, Believe has implemented the Shaping
Together program. This brings together employees
around civic and solidarity activities that are close to theirheart and in line with the priorities of Shaping Music forGood. On a voluntary basis, employees can contribute andparticipate in activities organized by the Human
Resources and CSR teams and the ambassador/Shapers
network.
The main investments were as follows:●

Supporting employee engagement withlocal communities:●●●

as part of the deployment of Shaping Music for Good,
Believe asks its employees to propose and leadinitiatives in two areas;
make a positive impact on local communities, and;promote the Group's values, both internally andamong external players in the music industry.

The Shaping Together program enabled more than 1,000
participants to get involved in causes aligned with theirvalues and those of Believe.

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Universal registration document 2023 - Believe●●●commit to social and environmental causes;
have a directcommunities;

andtangible

impacton

local

raise awareness among employees;
develop a better understanding of labor, societal andenvironmental issues.

Shaping Together contributes to increasing employee
engagement and a sense of belonging to the Group, prideand cohesion. It positions Believe as a responsible anddetermined company.
For the Shaping Together 2023 edition, over 1,000
Believers in 46 countries took part in at least one virtual or
face-to-face activity.

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Corporate social responsibility
Actions on the ground in favor of the environment

Four global webinars were organized to raise awarenessamong 725 employees on the priorities of Shaping Musicfor Good, and to address the themes of gender equality,
diversity, inclusion, mental health and the planet.
Through 52 local activities organized, 29 associations andnon-governmentalorganizations
were
supportedworldwide. As part of these Shaping Together activities,
over 3,000 hours of volunteer work were carried out by
employees.
Some examples of Shaping Together activities indifferent countries:
In North and South America, Believers helped prepare
over 600 meals for Lotus House Miami and Manos
Amigues Mexico. The teams helped provide access tomusic education to over 60 children through three eventsin collaboration with the Notes for Notes organization.
They also celebrated the cultural heritage of the Latin
American community at the Cultura en Concierto concert:
Celebrating Hispanic Heritage Month(1).
In the Asia-Pacific region, other activities were organized,
for example:●●●

in Indonesia, three conferences were organized to givethe floor to accomplished professionals in the musicindustry. Topics covered included: how to navigate theindustry as a woman, monetizing musical talent, andcollaborating with existing players;
employees in China, Japan and Indonesia collected
waste and were made aware of the impact of waste on
the environment and recycling;in India, 4,000 trees were planted by Believers under
the supervision of the Tree Plantation association;

2.6●

in Singapore, in collaboration with the La Salle Schoolof Contemporary Music, a round table was organized
to discuss ways of integrating the music market inSoutheast Asia for young artists. Local artists andbusiness executives from the industry were among theparticipants.

In France, for example, employees were involved in:●

distributing over 700 meals with Restos du Cœur;●participating in Odysséa women's cancer Charity run;●encouraging students from priority education areas todiscover jobs in the music industry (supported by the
Culture Prioritaire association).

In Italy, with Sea Shepherd volunteers, Believers
contributed to the preservation of the marine flora andfauna of the Plemmirio nature reserve.
Shaping Together is thus a way for Believe and its
employees to engage in a civic and solidarity-basedmanner with civil society and local communities (see also
Section 2.6.2 “Supporting the engagement of employees andthe music and digital industry to the environment”, page 95).
Moreover, the Group was not able to implement any
specific actions to promote the nation-army bond and tosupport the engagement of employee-citizens in thereserves. As it is established in more than 50 countries,
Believe considers that it is not appropriate to roll out thistype of action among employees. To date, the Group has
not received any requests on this topic but undertakes to
examine favorably any request submitted to it by an
employee in France, notably from reservists or persons
performing a service for the Nation.

Actions on the ground in favorof the environment

Believe is a company aware of the role it must play andthe responsibility it must assume in the fight against
climate change and in the protection of the environment.
As a player in the digital and music sectors, Believe’s
impacts on the planet take on several dimensions. In linewith its Shaping Music for Good ambition, the Groupintends to play its role as a responsible company by
gradually approaching its environmental impacts throughthree complementary approaches:

●

●

●

measuring the direct and indirect impact of activities,
defining and managing a long-term environmental
policy;raising awareness among and training employee on
climate change issues and best environmental
practices;using the influential power of music, in particularthrough artists and labels, to change the behavior of
employees and various players in the industry.

(1) Culture in Concert: a celebration of Hispanic Heritage Month

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2.6.1 Formalizing the environmental approach
Believe’s environmental approach is managed by the CSR
Department and reviewed by the Board of Directors' CSR
Committee. It defines the policies and action plans to berolled out at the Group and locally.
The approach is based on Group indicators, which are
structured and enhanced each year. The measurement
scope is also broadened in order to match the financial
scope as closely as possible. It gradually takes into
account the more recently acquired entities.
Environmental reporting aims to:●●report to management and stakeholders on Believe’s
environmental performance;
manage the policies and action plans implemented anddefine objectives.

The CSR teams work closely with the human resourcesand general services teams to monitor buildings. The IT,
merchandising, distribution and “live” teams contribute tothe other dimensions. The ambassadors / Shapers forPlanet are also called upon and involved in contributing toprogress in awareness-raising and implementation effortson the ground.

2.6.1.1 Mapping to better understandBelieve’s carbon andenvironmental impact
In 2021, the Group carried out an initial carbon footprint
assessment on 2020 data for its direct (Scopes 1 and 2)
and indirect (Scope 3) activities, using the GHG Protocol
international carbon accounting methodology.

This first exercise provided a better understanding of thevarious direct and indirect carbon impacts of Believe’s
activities. This was followed by the formalization ofreporting processes based on available data for Scopes 1
and 2, in preparation for the first publication of theGroup's greenhouse gas (GHG) emissions in the 2022
Non-Financial Performance Statement (NFPS).
The annual reporting set up in 2021 and enhanced in 2022
and 2023 extended the scope on which the Group’s
Scopes 1 and 2 GHG emissions are assessed, notably with
the inclusion of legal entities in Turkey (DMC and NetD), in
Japan (TuneCore Japan), and in France (6&7, Jo&Co andMorning Glory).
New indicators and data collection procedures are added
every year to make environmental reporting moreexhaustive and precise.
This environmental reporting makes it possible to carryout an increasingly detailed analysis of emission factors
and to define objectives and action plans for Scopes 1
and 2.
In 2023, Believe continued the Scope 3 analysis in order toprepare its climate strategy in the context of the future
European CSRD regulation. With the support of Carbone4,a recognized expert, Believe set up an adapted project
organization to define the main sources of emissions on
Scopes 1, 2 and 3, and identify risks and opportunities aswell as the impacts for Believe and for civil society acrossits entire value chain. This analysis will make it possible todetermine the major direct and indirect levers available toBelieve, and to define short, medium and long-termtargets.

FIRST MAPPING OF THE CARBON IMPACT OF BELIEVE’S ACTIVITIES ACROSS THE THREE SCOPES (SCOPE 1, 2 AND 3)●

Scopes1 and 2●18 company vehicles.

●

Upstream transport: employee commuting (emissions mapped but not measured in 2023).

●●

Scope 3

Offices and buildings: energy used for electricity, heating and air conditioning, and the operation of IT
equipment, as well as refrigerants. Buildings are the main source of greenhouse gas emissions forBelieve’s direct activities.

●

●
●

●

Downstream transport: business travel for employees and artists (emissions measured over an
extended scope in 2023 compared to 2022)(1), the transport of physical and merchandizing products orequipment for artists and events (emissions mapped but not measured in 2023).
Production of merchandizing items and CDs and LPs for artists.
Waste from the use of cardboard, paper, packaging, etc., in offices or for activities with artists (events,
promotional campaigns).
IT equipment (computers, screens, printers, etc.).
Data centers and cloud services. They host the technological platforms of Backstage and TuneCore, andthe data of Believe and the artists and labels used for Premium Solutions & Automated Solutions.
Streaming: the dissemination of audio and video files on digital platforms and the use by the end-userof music.

(1) The measurement of GHG emissions related to business travel was carried out for France and Luxembourg in 2022, and for France, Italy, India,
Luxembourg and Russia in 2023.

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2023

2022

Emissions in tons of CO2 equivalent for Scope 1

127.6

306.18Emissions in tons of CO2 equivalent for Scope 21137.9401.86

Emissions in tons of CO2 equivalent for scopes 1 and 2

1265.5708.04

Indicator

All the environmental indicators monitored by Believe are available in Section 2.7 “Methodological note and summary of indicators”, page 102.

2.6.1.2 Measuring the main sources of GHG emissions related to the direct (Scopes 1& 2) and indirect (Scope 3) impacts of Believe's activities
In addition to measuring Scopes 1 & 2, in 2023 Believe measured certain items of GHG emissions linked to its indirect
activities (Scope 3) with a view to preparing its climate strategy in the context of future European CSRD regulations.
At this stage, the GHG emissions related to business travel and the transport of physical and merchandizing products orequipment have not been calculated. The Group is working to create and roll out reliable indicators to measure its fullcarbon footprint and set quantitative emission reduction targets.
GENERAL MAPPING OF THE DIRECT AND INDIRECT CARBON IMPACT OF BELIEVE’S ACTIVITIES (ESTIMATION OF
SCOPES 1, 2 AND 3 CARRIED OUT IN 2023):

Scope 1

Scope 2

Scope 3

GHG emissions in TeqCO2
Refrigerants
214.5

Electricity consumption (including
on-site servers)

Company vehicles

Urban heating consumption

Water consumption

50.6

73.5

16.8

1,064.4

Paper purchases
0.6

Natural gas consumption

Business travel77

62,579.8
Waste generation and management
5.9

TOTAL SCOPE 1:
127.6 TEQCO2TOTAL SCOPE 2:
1,137.9 TEQCO2TOTAL SCOPE 3:
62,603.1 TEQCO2

The scopes considered for the data presented in the above table are detailed in Section 2.7 "Methodological note and summary ofindicators", page 102.

2.6.1.3 Prioritizing action on Believe’s
direct carbon andenvironmental impact
As part of its Shaping Music for Good ambition and withregard to the analysis of its carbon impact, Believe
prioritizes actions for which the Group and its employees
have a direct leverage on to reduce their environmental
impact.
Several projects concerning energy consumption,transport, resources and waste management werelaunched in 2022 and 2023:●

definition and roll-out of environmental action plans in
the Group’s four main greenhouse gas emitting
countries. France, Germany, India and the UnitedStates account for 82.5% of the Group's Scope 1 & 2

greenhouse gas emissions and 77.4% of its headcount(versus 67% and 80% respectively in 2022). The actionplans implemented mainly concern the energy
performance of the premises;●

development of a travel policy for the management ofbusiness travel, recommending the use of low-carbon
means of transport, which will be rolled out in 2024.

The pragmatic approach of these action plans combines:●

measures that are quick and easy to implement;●

and more complex, medium and long-term initiatives.

For each action, the general services and humanresources teams identify the necessary investments andmeasure their potential impact in terms of reduced waste
production, of resource and energy consumption, and of
GHG emissions.

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Reducing the energy used in offices
Action plans are gradually being implemented in the main
countries where the Group operates. General services
identify possible local actions to reduce energy
consumption, by involving the building's owners andmanagers, as well as employees.
The aim is to encourage local teams to:
●

●

●

●

●

set target temperatures for heating and air
conditioning, and limit their use outside working hours;
disseminate best and eco-friendly practices among
employees, such as turning off unused electricalappliances or not opening windows blocking thetemperature control system;2023 results for energy consumption related
to offices:
In 2023, energy consumption in terms of intensity per m2
or per employee remained virtually stable compared to2022.
Nevertheless, total energy consumption in absolute terms
increased by 20.6% at Group level versus 2022, in a context
of Group growth. This was due to three main factors:●●●

review the adaptation and maintenance of equipmentwith building managers;
adapt the temperature control in the server rooms, incompliance with the conditions necessary for theproper functioning of the equipment;
examine the level of environmental certifications(BREEAM, LEED, HQE) of the premises in coordination
with the lessor.

an increase in headcount (+9% from 2022 to 2023);
the expansion of certain sites, notably in India(Mumbai, 98% increase in electricity consumption);
the update of emission factors and the improvement ofdata quality, in particular for the sites in Paris(measurement and integration of greenhouse gas
emissions related to the use of urban heating),
Brooklyn and Istanbul.

Moreover, the discontinuation of a site in Germany that
consumed electricity from renewable sources and theincrease in the weight of other sites consuming electricity
from non-renewable sources explain the decrease in theshare of renewable energies in electricity consumption atGroup level in 2023.

2023

2022

Total energy consumption in MWh

3,486.7

2,890.5

Total electricity consumption in MWh

2,754.2

1,586.1

Indicator

Total natural gas consumption in MWh_PCS

360

691.4

Total urban heating consumption

408.4

682.14

Total energy consumption per m2 of office space in MWh

0.13

0.12

Total energy consumption per employee in MWh

1.9

1.7

% of electricity from renewable energies in total electricity consumption

39%

80%

Breakdown of energy consumption by typeof energy in 2023
78% Total electricity
consumption in kWh
10% Total natural gas
consumption in kWh

Adapting the transport policy andpromoting low-carbon travel
Believe is gradually introducing low-carbon mobility
initiatives for its employees, depending on the location of
the site and local regulations:●shared bicycle system (Germany);●

participation in the purchase of bicycles (France, etc.);●

12% Total urban heating
consumption●

hybrid and electric company vehicles (Turkey, France).
It should be noted that Believe’s vehicle fleet is verysmall (18 vehicles);payment of part of the public transport subscription(Germany, China, France, Japan).

Global sporting challenge SquadEasy, which largely
motivated employees to replace the use of the car by soft
mobility (see Section 2.4.6.3 “Engaging and motivating
employees through our Shaping Music for Good goal: local
activities that promote well-being and team spirit”, page 82).
Equally, an internal survey will be gradually rolled out tofind out the means of transport used by employees fortheir commuting.

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2.6.1.4 Controlling the need forresources and reducing
waste

specifications as part of its merchandising activities onbehalf of its customers. In Germany, for example, Believe’s
subsidiaries propose to artists who so wish to work with
manufacturers of vinyls produced from recycled records.

In addition to climate actions, Believe is also developing
initiatives to promote the circular economy and thepreservation of resources, mainly in three areas:

In the offices, local human resources teams, with thesupport of the Shapers for Planet network, raise
employees' awareness of the need to apply ecoresponsible practices and gestures on a daily basis(France, Italy, United States, India, China, Indonesia,
Thailand, etc.): recycling of waste produced on site,
occasional clothing collections, provision and use of waterbottles, mugs, etc.

●

●

●

for IT equipment: measuring the recycling rate of waste
electrical and electronic equipment in France;
in offices: limiting the use of single-use products anddeveloping selective sorting and recycling practices;
for merchandising products for artists: offering ecodesigned and recyclable products.

Indicator

2023

2022

% of sites that have
implemented eco-responsible
practices (selective sorting,recycling, reuse, etc.)

73.9%

70%

Regarding waste of electrical and electronic equipment(WEEE), data collection, monitoring of equipment, as wellas the implementation of recycling and reuse practices,
are complex to deploy in all countries. However, theGroup has been working on implementing monitoringmechanisms adapted to local contexts since the end of2023. A single site produced WEEE in 2023 (Group head
office in Paris). The 75.2 kg produced were stored and will
be recycled in 2024.
At the same time, some committed artists wish to offer
their listeners and fans eco-designed CDs, vinyls, oraccessories (packaging, mugs, t-shirts, tote bags, etc.).
Believe then identifies specialized suppliers and defines

2.6.1.5 Refining the understanding andmeasurement of our indirect
impacts (Scope 3) upstream anddownstream
In 2023, Believe continued the Scope 3 analysis in order toprepare its climate strategy in the context of the future
European CSRD regulation. With the support of Carbone4,a recognized expert, Believe set up an adapted project
organization to define the main sources of emissions on
Scopes 1, 2 and 3, and identify risks and opportunities aswell as the impacts for Believe and for civil society acrossits entire value chain.
This analysis will make it possible to:●●measure our indirect GHG emissions (Scope 3) more
precisely, notably for commuting, business travel andthe transport of goods;
determine the major direct and indirect levers available
to Believe and define a plan to reduce our emissions,with short, medium and long-term targets.

2.6.2 Supporting the engagement of employees and the music
and digital industry to the environment
Within the Shaping Music for Good framework, Believe
wants to raise awareness and involve its employees andthe various players in the music industry in climate andenvironmental issues through global and local initiatives.
These actions also help to strengthen the pride of
belonging to the Group and the level of employee
engagement, with employees being very committed tothese issues.

2.6.2.1 Training and engaging
employees in eco-responsible
practices
Actions implemented by the local CSR and humanresources teams and by the Shapers for Planet
ambassadors aim to raise awareness and train
employees. The challenge is to promote eco-responsible
practices and actions on a daily basis, as an employee andas a citizen.

By way of illustration, these involve activities andinitiatives that promote eco-responsible practices andknowledge of environmental issues:
●

●
●

●

●

●

replacing disposable cups with reusable cups andwater bottles;
waste sorting;workshops as part of the Shaping Together solidarity
month (including a webinar on the environmental
impact of the music industry);
workshops and excursions to raise awareness ofenvironmental and climate issues;
soft mobility: SquadEasy challenge to replace the car bywalking or cycling with quizzes on the environment;
financial aid for public transport and bicycle purchases;
Coordination of the Shapers for Planet network.

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2.6.2.2 Participating in the musicindustry’s mobilization aroundthe climate emergency
Drawing on its leadership in its sector, Believe is convincedof the importance of taking action in concert with all
players in the music industry. This is why Believe joined
the Music Declares Emergency (MDE) group in 2021. Born
in England in 2019, this movement aims to unite the musicindustry around climate emergency and help reduce its
environmental impact. It relies on the ability of music
through its cultural influence to change the public opinion
and rally support for its cause.
Since 2022, Believe has made a pro bono contribution to
the Mangroove Music label initiative, in cooperation with

the Albert II of Monaco Foundation. The Mangrove Musiclabel is the first music label with a positive social andenvironmental impact. It finances projects in the field withthe support of committed artists.
Believe is providing advice and distributing the track One
Song One Forest created by one of Believe's artists,
Youssoupha, with singer Oumou Sangare (https://www.mangroovemusic.org/). The project raises funds torestore and protect mangroves in West Africa.
Since 2023, Believe has participated in the sectoral
working group organized by the Comité National de laMusique (CNM) in France to measure the carbon impactof recorded music and define the levers of the various
players to contribute to the fight against global warming.

2.6.3 Applying the principles of the “green taxonomy” to measureits contribution to the EU’s climate objectives
Drawing on its environmental, social and societal
commitments, Believe fully supports the European
Commission in its efforts to guide the investments ofpublic and private players in projects contributing to thetransition towards a sustainable and low-carbon
economy. This is notably the case in the context of theimplementation of the Shaping Music for Good strategy
and the ambassadors/Shapers program. Targeted actions
are gradually being rolled out to achieve the Group’s
sustainable development and environmental objectives(see Section 2.6 “Actions on the ground in favor of theenvironment” on page 91).
The Group also applies the principles of the “green
taxonomy” to measure its contribution to theenvironmental objectives of the European Union. Indeed,
the Taxonomy requires companies to publish the sharesof their revenues, capital expenditure and operating
expenses that contribute substantially to one of thefollowing six environmental objectives: climate change
mitigation, adaptation to climate change, protection andsustainable use of water and marine resources, transition
to a circular economy, pollution prevention and control,
and protection and restoration of biodiversity andecosystems.

Methodology for the technical assessment ofactivities
A detailed analysis of all of Believe’s activities within thevarious consolidated entities was carried out jointly by the
Finance and CSR Departments, as well as with theoperational teams. The identification of eligible activities
and the qualification of their level of alignment with theTaxonomy were carried out in accordance with the
instructions and criteria of the Taxonomy Regulation, itsdelegated acts and additional information provided by theEuropean Commission through FAQs.

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Pursuant to European Regulation 2020/852 of June 18,
2020 on the establishment of a framework to promotesustainable investments in the European Union (EU), theGroup published, in respect of the 2023 fiscal year, theshare of its turnover, investments (CapEx) and operating
expenses (OpEx) which are aligned, or not aligned but
eligible, for two of the six environmental objectives:change climate mitigation and change climate adaptation.
It also published the proportion of its turnover,investments (CapEx) and operating expenses (OpEx) which
are either eligible or ineligible for the other four
environmental objectives, i.e. protection of water andmarine resources, transition to a circular economy,
prevention and reduction of pollution, and protection of
biodiversity and ecosystems.
The calculation of these ratios involves the analysis of theeligibility of the underlying activities as well as thecompliance by these activities with the technicalassessment criteria used to qualify their alignment with
the Taxonomy.

Status of eligibility
Turnover:A large part of Believe’s activities relate to distribution andartistic promotion. This activity is covered by economic
activity 13.3. “Production of motion pictures, videos andtelevision programs; sound recording and music
publishing” of the “Climate Change Adaptation” objective.
Over 90% of the Group’s consolidated turnover relates to
distribution and artistic promotion, but no part actively
promotes increased resilience to physical climate risks.
As a result, no turnover was identified as eligible for thesustainable Taxonomy.

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OpEx:
On the basis of the OpEx analysis, the considered amountis not material with regard to the Group’s materiality
thresholds. The OpEx denominator within the frameworkof the Taxonomy amounted to €1.1 million. It only
represents 0.14% of total consolidated OpEx. On the basisof this observation, combined with the fact that theGroup’s activities are not eligible to date, Believe hasapplied the exemption provided and not calculated theTaxonomy OpEx indicator in more detail. Operating
expenses are not significant in the Group’s businessmodel, notably because the Group mainly leases its
offices, generating few renovation costs, and mainly
correspond to the leasing of data centers.

CapEx:As regards CapEx, in view of the criteria provided for by
the Taxonomy and the activities, the Group identified
eligible CapEx for the first objective of climate change
mitigation. However, no eligibility was identified for theobjectives relating to climate change adaptation, water,
pollution, the circular economy and biodiversity. The
analysis focused on the identification of “individual
measures” - i.e. those linked to production purchases by

the taxonomy-aligned economic activities and toindividual measures enabling targeted activities to be
become low-carbon. For Believe, these include
acquisitions or long-term leases of buildings, vehicles andIT equipment associated with servers that could offer
energy efficiency and greenhouse gas emissions reduction
potential.

BREAKDOWN OF BELIEVE’S ELIGIBLE ACTIVITIES

Taxonomy activity (according to the Climate
Delegated Act: “climate change mitigation” objective)

Types of Believe CapEx valued

6.5 Transport by motorcycles, passenger cars and lightcommercial vehicles

Purchase or long-term leasing of vehicles for staff travel

7.7 Acquisition and ownership of buildings

Long-term leasing of buildings

8.1 Data processing, hosting and related activities

Purchase or lease of equipment associated with data
management

The denominator of the CapEx indicator within theframework of the taxonomy refers to a company’s capital
expenditure capitalized on the balance sheet (generally
the acquisition of property, plant and equipment andintangible assets) as well as long-term leases. This
includes, among other things, the increase in the rights-ofuse of leased assets (IFRS 16).

In 2023, this eligibility ratio was 19.45% for Group
consolidated CapEx, compared to 14.1% in 2022.

The Group analyzed its acquisitions of property, plant andequipment and intangible assets (IAS 16 and 38), right-ofuse assets (IFRS 16) and business combinations (IFRS 3)
constituting the Taxonomy CapEx denominator. It
amounted to €76.03 million for 2023.
The opening and closing balances:●●of intangible assets are disclosed in Note 6.2 to the
Financial Statements;
of property, plant and equipment and right-of-use
assets are disclosed in Note 6.3 to the Financial
Statements.

The share of changes relating to acquisitions of fixed
assets is not detailed in the Financial Statements. They
break down as follows:●●

The significance of the eligibility ratio over the period was
mainly due to:●●●

the renegotiation of the lease for Konect's premises inFrance (the Group's head office) to add an extra floor;
the acquisition of the Sentric Group and consequently
the inclusion in the scope of the lease of its head officein the United Kingdom;
the signing of new leases in India and Italy.

The methodology used to identify the aligned investments– among the eligible activities – is presented below.

Assessment of technical review criteria
Transport by motorcycles, passenger cars and lightcommercial vehicles
Believe leases a fleet of service vehicles on a long-termbasis. The information reported in the information
systems did not make it possible to validate the technicalreview criteria of the sustainable Taxonomy.

increase in intangible assets: €59.53 million;

Acquisition and ownership of buildings

increase in property, plant and equipment and right-ofuse assets: €16.5 million.

Method of analysis

The CapEx eligibility ratio stands at 19.45%, with €14.79
million of eligible investments out of a total of €76.03
million in 2023. Right-of-use assets represent all eligible
investments.

The Finance Department collected information in order todetermine whether the real estate CapEx comply with thetechnical review criteria (substantial contribution and
DNSH criteria). None of the leases signed during theperiod met the technical review criteria.

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Data processing, hosting and related activities
There were no new acquisitions or leases of equipment
associated with data management over the period.

Assessment of minimum safeguards
The Group conducted an in-depth analysis of its practices
with regard to the four themes described in the report(human rights, corruption, taxation and competition law),as well as an analysis of controversies with regard to thecriteria for non-alignment described in the report. The
results of these analyses show that Believe complies withthe minimum guarantee safeguards.

DOCUMENTS AND PROCEDURES ASSOCIATED WITH MINIMUM SAFEGUARDS

Criteria

Detailed criteria

Believe policies and procedures

Due Diligence on
Human Rights

The company has put in place an adequate human A Code of Ethics.
rights due diligence process, as outlined in the United Alert mechanism to combat all forms of
Nations Guiding Principles and the OECD Guidelines for discrimination.
Multinational Enterprises.
Diversity and Inclusion Policy.

Anti-corruption
procedures

The company
processes.

has

implemented

anti-corruption Policy on conflicts of interest.
Anti-corruption policy.
Procedures for compliance with the
Sapin II law.

Tax governanceTax governance and compliance are considered Existence of a tax policy.
important elements of supervision, and adequate tax
risk management strategies and processes are in place.

Fair competition
procedures

The company educates its employees on the Group Code of Ethics.
importance of complying with all applicable competition
laws and regulations.

These policies and procedures, supplemented by the Group tax policy, are in line with the requirements of the European
Platform on Sustainable Finance report relating to the implementation of procedures specific to the four themes ofminimum guarantees.

Outlook
Improved Taxonomy KPIs
As indicated in this Section 2.6.3, Believe’s artistic
production and distribution activities are not considered
eligible for the Taxonomy. Consequently, no change inBelieve’s revenue KPI is expected in the coming fiscal
years. A possible revision of the delegated acts in themedium term, or clarification from the relevant

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climate change under the terms of the Taxonomy.
Similarly, the OpEx KPI should remain non-material withregard to the Group’s business model. With regard to the
CapEx KPI, better integration of energy performance
criteria in future investments as well as improvement of
the processes for collecting technical information shouldmake it possible to improve the potential level of thisindicator.

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Regulatory tables

Circular economy (9)Biodiversity (10)Climate change mitigation (11)Biodiversity (16)Minimum safeguards (17)Share of turnover aligned with the taxonomy (A.1.)
or eligible for the taxonomy (A.2.), Year N-1 (18)Category of enabling activity (19)Category of transitional activity 20)

YES;
NO;
N/EL

YES;
NO;
N/EL

YES;
NO;
N/EL

YES/ YES/ YES/ YES/ YES/ YES/NO NO NO NO NO NO

YES/
NO

%

H

T

Circular economy (15)Pollution (8)

YES;
NO;
N/EL

Pollution (14)Water (7)

YES;
NO;
N/EL

Water (13)Climate change adaptation (6)

%

YES;
NO;
N/EL

Climate change adaptation (12)Climate change mitigation (5)(in € million)

Share of turnover, Year N (4)Turnover (3)Economic
activities (1)Criteria on the absence ofsignificant harm (“DNHS criteria”)

Substantial contribution criteria

Code (2)FY 2023

A. ACTIVITIES ELIGIBLE FOR THE TAXONOMY
A.1. Environmentally sustainable activities (aligned with the taxonomy)
Turnover fromenvironmentally sustainable
activities (aligned withthe taxonomy) (A.1.)

00% N/EL N/EL N/EL N/EL N/EL N/EL

0%

A.2. Activities eligible for the taxonomy but not environmentally sustainable(not aligned with the taxonomy)
Turnover from activities
eligible for the taxonomy
but not environmentally
sustainable (not alignedwith the taxonomy) (A.2.)

00% N/EL N/EL N/EL N/EL N/EL N/EL

0%

A. Turnover from activities
eligible for the taxonomy(A.1. + A.2.)

0

0%

0%

0%

0%

0%

0%

0%

0%

B. ACTIVITIES NOTELIGIBLE FOR
THE TAXONOMY
Turnover from activities not
eligible for the taxonomy

880,3

100%

TOTAL (A.+ B.)

880,3

100%

Share of turnover/total turnover
Aligned with the taxonomy by objective

Eligible for the taxonomy by objective

CCM

0%

0%

CCA

0%

0%

WTR

0%

0%

CE

0%

0%

PPC

0%

0%

BIO

0%

0%

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Criteria on the absence ofsignificant harm (“DNHS criteria”)

Pollution (8)Circular economy (9)Biodiversity (10)Climate change mitigation (11)Biodiversity and ecosystems (16)Minimum safeguards (17)Share of CapEx aligned with the taxonomy (A.1.)
or eligible for the taxonomy (A.2.), year N-1 (18)Category of enabling activity (19)Category of transitional activity 20)

YES;
NO;
N/EL

YES;
NO;
N/EL

YES;
NO;
N/EL

YES/ YES/ YES/ YES/ YES/ YES/NO NO NO NO NO NO

YES/
NO

%

H

T

Circular economy (15)Water (7)
YES;
NO;
N/EL

Pollution (14)Climate change adaptation (6)%YES; YES;
NO; N/ NO;
EL
N/EL

Water (13)Climate change mitigation (5)(in € million)

Share of CapEx, Year N (4)Economic
activities (1)CapEx (3)Substantial contribution criteria

Code (2)FY 2023

Climate change adaptation (12)2

A. ACTIVITIES ELIGIBLE FOR THE TAXONOMY
A.1. Environmentally sustainable activities (aligned with the taxonomy)
CapEx of environmentally
sustainable activities(aligned with the Taxonomy)(A.1.)

0

0%

0,6%

A.2. Activities eligible for the taxonomy but not environmentally sustainable(not aligned with the taxonomy)
7.7 Acquisition andownership of buildings

CCM
7.7

14,79 19,45%

14,1%

EL N/EL N/EL N/EL N/EL N/EL

CapEx of activities
eligible for the taxonomy
but not environmentally
sustainable (not alignedwith the taxonomy) (A.2.)

14,79 19,45% 100%

0%

0%

0%

0%

0%

14,1%

A. CapEx of activities eligible
for the taxonomy (A.1 + A.2)

14,79 19,45% 100%

0%

0%

0%

0%

0%

14,7%

B. ACTIVITIES NOTELIGIBLE FOR
THE TAXONOMYCapEx of activities not
eligible for the taxonomy

61,24 80,55%

TOTAL (A.+ B.)

76,03

100%

Share of CapEx/Total CapEx

100

Aligned with the taxonomy by objective

Eligible for the taxonomy by objective

CCM

0%

19,45%

CCA

0%

0%

WTR

0%

0%

CE

0%

0%

PPC

0%

0%

BIO

0%

0%

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Corporate social responsibility
Actions on the ground in favor of the environment

Circular economy (9)Biodiversity (10)Climate change mitigation (11)Biodiversity and ecosystems (16)Minimum safeguards (17)Share of OpEx aligned with the taxonomy (A.1.)
or eligible for taxonomy (A.2.), Year N-1 (18)Category of enabling activity (19)Category of transitional activity 20)

YES;
NO;
N/EL

YES;
NO;
N/EL

YES;
NO;
N/EL

YES/ YES/ YES/ YES/ YES/ YES/NO NO NO NO NO NO

YES/
NO

%

H

T

Circular economy (15)Pollution (8)

YES;
NO;
N/EL

Pollution (14)Water (7)

YES;
NO;
N/EL

Water (13)Climate change adaptation (6)

%

YES;
NO;
N/EL

Climate change adaptation (12)Climate change mitigation (5)(in € million)

Share of OpEx, Year N (4)OpEx (3)Economic
activities (1)Criteria on the absence ofsignificant harm (“DNHS criteria”)

Substantial contribution criteria

Code (2)FY 2023

A. ACTIVITIES ELIGIBLE FOR THE TAXONOMY
A.1. Environmentally sustainable activities (aligned with the taxonomy)
OpEx of environmentally
sustainable activities(aligned with the taxonomy)(A.1.)

00% N/EL N/EL N/EL N/EL N/EL N/EL

0%

A.2. Activities eligible for the taxonomy but not environmentally sustainable(not aligned with the taxonomy)
OpEx of activities
eligible for the taxonomy
but not environmentally
sustainable (not alignedwith the taxonomy) (A.2.)

00% N/EL N/EL N/EL N/EL N/EL N/EL

0%

A. OpEx of activities eligible
for the taxonomy (A.1 + A.2)

0

0%

0%

0%

0%

0%

0%

0%

0%

B. ACTIVITIES NOTELIGIBLE FOR
THE TAXONOMY
OpEx of activities not
eligible for the taxonomy

1,1

100%

TOTAL (A.+ B.)

1,1

100%

Share of OpEx/Total OpEx
Aligned with the taxonomy by objective

Eligible for the taxonomy by objective

CCM

0%

0%

CCA

0%

0%

WTR

0%

0%

CE

0%

0%

PPC

0%

0%

BIO

0%

0%

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2.7 Methodological note and summary of indicators
Believe has built its Non-Financial Performance Statement(NFPS) with the aim of ensuring uncompromising
standards in terms of non-financial reporting through:●the strict application of regulatory obligations;●convergence with existing international standards;

This method makes it possible to implement a continuous
improvement approach and to anticipate future European
regulatory requirements, such as the CSRD.
Believe's NFPS meets the obligations set out in Articles
R.225-105-2 et seq. and L.225-102-1 of the French
Commercial Code, by presenting information on the way

in which Believe takes into account the social andenvironmental consequences of its activity. A detailed
cross-reference table is presented in Section 8.5.3“Management Report”, page 368.
In line with regulatory guidelines, the reporting of Believe’s
non-financial indicators is based on an internalframework specific to its activities, and on the Global
Reporting Initiative (GRI) for its areas of application, its
performance indicator recommendations and its “GRI GA”
guidelines. This is a voluntary framework recognizedworldwide.

2.7.1 Scope of the risks covered
This statement for the 2023 fiscal year is based on a risk
analysis, in accordance with regulatory obligations, andreflects the expectations of the main stakeholders
regarding the assessment and management of CSR risks
and opportunities. The description of this analysis isdetailed in Section 2.2 "Analysis of the risks andopportunities related to Governance, Social andEnvironmental issues", page 58.
In the context of the risk mapping task, the following
topics were not considered relevant or material withregard to the Group’s activities.

Due to its activity, the Believe Group is not directly
affected by challenges related to:●the fight against food waste;●

the fight against food insecurity;●

respect for animal welfare;●respect for responsible, fair and sustainable food;●the prevention, reduction or remediation of emissions
into the air, water and soil that seriously affect theenvironment;●

land use;●the protection of biodiversity.

2.7.2 Reporting period and frequency
The data collected covers the period from 01/01/2023 to
12/31/2023, corresponding to Believe's fiscal year. Unless

102

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otherwise stated, societal, social and environmental indicators
refer to consolidated data as of December 31, 2023.

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Corporate social responsibility
Methodological note and summary of indicators

2.7.3 Reporting scope
The non-financial reporting scope includes the legal
entities consolidated for the 2023 fiscal year, with the
exception of companies of the Sentric Group, which was
acquired in 2023 and not included in 2023 non-financial
reporting (1,807 employees compared to 1,919 employees
for the consolidated scope).
Social data represents 100% of the Group’s total
workforce included in the CSR reporting scope, with the
exception of the following four indicators.
Social indicators for a scope excluding certain subsidiaries:
●
●

●

●

In line with the 2023 CSR reporting procedures:
●

●
●

●

percentage of women among managers;
percentage of employees who completed at least one
training course during the period;
percentage of employees who have completed at least
one training module on ethics, the fight against
corruption or conflicts of interest;
percentage of employees who validated at least one
career review during the period.

This data excludes subsidiaries 6&7, Jo&Co, DMC & NetD,
Morning Glory and TuneCore Japan. This is due to the factthat these entities have not yet adopted all the HR data
management tools and still use different processes for thecollection of indicators. These subsidiaries represent 5%of the Group’s total headcount(1).
As regards absenteeism, the ratio compares the numberof days of absence (excluding parental leave) and thenumber of theoretical days worked. The calculation
includes employees who left during the fiscal year.
Environmental data excludes the Taipei, Chennai,
Hyberabad, Mohali, Jakarta, Bangkok, Syracuse, Montreal
and Toronto sites, which are co-working spaces andcorrespond to 6.9% of the total workforce. The Miami site(where 10 employees of TuneCore and Believe America
work, i.e. 0.5% of the total headcount), which exists since
February 2023, is also excluded from the environmental
reporting scope. Local teams have not yet adopted theenvironmental reporting tools and processes.

headcount is calculated in terms of number of
employees (natural persons present at the end of theperiod) and not in “full-time equivalent”;
as regards our Scope 2 greenhouse gas emissions;the electricity consumption at the Brooklyn site (UnitedStates) was estimated;
the Group’s total energy consumption excludes the
Nashville offices in the United States and Morning
Glory in Paris, which represent less than 20 employees(1% of the total headcount).

As regards the partial measurement of our Scope 3
greenhouse gas emissions, we extended the scope forcertain indicators compared with 2022 (business travel
notably) and/or added their carbon impact in 2023
reporting (water consumption, paper purchases andconsumption, waste production and management);
●

●

●

●

business travel (new environmental indicator in 2023)
includes France, Italy, India, Luxembourg and Russia,
with these countries representing 59.3% of the total
headcount;water consumption includes all countries except Italy
and the United States (with these two countries
representing 11.7% of the total headcount);
paper purchases include all countries except China,
Singapore, Luxembourg, two sites in the United States(Nashville, Culver City) and two sites in Paris (6&7,
Jo&Co);
waste production and management includes Germany,
the United States, France, India and Russia,
representing 79.3% of the total headcount.

2.7.4 Non-financial indicators
2.7.4.1 Consolidation and internal
controldetail the methodology for calculating and collecting
indicators and qualitative information concerning CSR, as
well as the scope concerned by the reporting.

The protocol of CSR reporting for Believe Group's
subsidiaries was implemented in 2021 when the CSR
approach was formalized by the Shaping Music for Good
strategy. It was updated in 2022 and 2023 to better meetthe expectations of the Group’s stakeholders and to refine
the analysis of data.

Environmental data are reported and consolidated using adata collection system, the Tennaxia Reporting tool.
Automatic consistency checks are performed by the tool
during data entry.

This protocol enables the application of unified
definitions, data collection, validation and consolidation
rules within the Group’s entities. To this end, it defines in

Social data is uploaded and consolidated at local andcentral levels using the Workday human resources
information system tool, Excel and PowerBI.
Other data is collected directly from local and central
contributors.

(1) Total headcount (CSR reporting scope): 1,807 employees.

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Methodological note and summary of indicators

For each indicator, an initial check is carried out by eachsubsidiary. These indicators are then aggregated andmonitored by the Group’s head office. A second validation
is carried out at the time of consolidation. Lastly, ananalytical review and general control ensure the overall
consistency of environmental and social data.

2.7.4.2 External control
Believe’s Independent Third-party Body for 2023 is KPMG,
which performs the audit mission as defined by Articles
L.225-102-1 and R.225-105-2 of the French Commercial
Code, consisting of the audit of the compliance andsincerity of the NFPS.

2.7.4.3 Definition of non-financial
indicators
In order to better manage its CSR strategy andperformance, Believe has identified key non-financial
performance indicators. They make it possible to monitor
the implementation of the four priorities of Shaping Musicfor Good and policies and actions to address the Group’s
non-financial risks.

Four of them are included in the variable compensation of
the members of the Executive Committee and theexecutives of the Group's main subsidiaries, or in free
performance share allocation plans (% of women among
employees, % of ambassadors among employees, % of
employees having attended at least one training course
during the period, and eNPS) and 13 are considered“priority” because they provide information on key topics
for Believe: gender equality, talent attraction andretention, training, reduction of greenhouse gas emissions
related to buildings and management of IT equipment.
Certain definitions and methodologies for calculating
indicators have evolved during the period (01/01/2023 –12/31/2023) in order to allow a more accurate and robust
measurement.
As part of its active external growth policy, Believe is also
committed to gradually integrating new subsidiaries andactivities into non-financial reporting.
CSR reporting for 2023 does not take into account Sentric,
acquired in 2023, contrary to the Group's financial
consolidation scope. The CSR reporting tools andprocesses have not yet been integrated by this legal entity.

These indicators are rolled out across the 2023 CSR scopeof reporting, which is almost identical to the Group’s
financial scope of consolidation.
Performanceindicators

2023

2022

Definition

Scope

Total workforce (scopeof consolidation)

1,919

1,651

Number of Group employees on
permanent contracts, fixed-term
contracts, work-study andapprenticeship contracts at theend of the reporting period.

2023 financial scope,
notably including
Sentric.

Total workforce (CSR
scope)

1,807

1,651

Number of Group employees on
permanent contracts, fixed-term
contracts, work-study andapprenticeship contracts at theend of the reporting period.

2023 CSR reporting
scope.

% of employees
31.1%
working for the Central
Platform among all
employees

36%

Number of employees working for
the Central Platform at the end of
the period / total headcount.

2023 financial scope,
notably including
Sentric.

% of employees
working for Premium
Solutions andAutomated Solutions
among all employees

68.9%

64%

Number of employees working forPremium Solutions and AutomatedSolutions at the end of the period /total headcount.

2023 financial scope,
notably including
Sentric.

% of employees inFrance among all
employees

38.6%

39%

Number of employees in France atthe end of the period / total
headcount.

2023 CSR reporting
scope.

% of employees inGermany among all
employees

14.5%

15%

Number of employees in Germany
at the end of the period / total
headcount.

2023 CSR reporting
scope.

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Methodological note and summary of indicators

Performanceindicators

2023

2022

Definition

Scope% of employees in
7.6%
Europe, Russia and the
Middle East (excludingFrance and Germany)
among all employees

14%

Number of employees in Europe,
Russia and the Middle East
(excluding France and Germany)at the end of the period / total
headcount.

2023 CSR reporting
scope.

% of employees inNorth and SouthAmerica among all
employees

10%

11%

Number of employees in Northand South America at the endof the period / total headcount.

2023 CSR reporting
scope.

% of employees in
Asia, Oceania, Africa
among all employees

29.3%

21%

Number of employees in Asia,
Oceania, Africa at the end of
the period / total headcount.

2023 CSR reporting
scope.

% of permanentcontracts

96.4%

95.6%

% of employees on permanentcontracts among the Group’s
employees on permanent andfixed-term contracts.

2023 CSR reporting
scope.

% of fixed-term
contracts

3.6%

4.4%

% of employees on fixed-term
contracts among the Group’s
employees on permanent andfixed-term contracts.

2023 CSR reporting
scope.

% men

54.3%

56.9%

% male employees among
all Group employees.

2023 CSR reporting
scope.

% men

54%

56.9%

% male employees among
all Group employees.

2023 financial scope,
notably including
Sentric.

% women

45.6%

43.1%

% female employees among
all Group employees.

2023 CSR reporting
scope.

% women

46%

43.1%

% female employees among
all Group employees.

2023 financial scope,
notably including
Sentric.

% employees among
management teams

6.6%

7.2%

Number of employees among
management teams at the endof the period / total headcount.

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

CSR target includedin the variable
and long-termcompensation of
the members of the
Executive Committee

The population of management
teams corresponds to internal
categories from levels 9 to 12(“Executive” and “Leaders” Career
Paths).
% women in
management teams

44.5%

42.9%

Number of women in management
teams at the end of the period/
number of employees inmanagement teams.
The population of management
teams corresponds to internal
categories from levels 9 to 12(“Executive” and “Leaders” Career
Paths). It represents 7.3% of themost senior positions.

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

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Performanceindicators% men inmanagement teams

2023

2022

Definition

Scope

55.5%

57.1%

Number of men among
management teams at the end of
the period / number of employees
in management teams.

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

The population of management
teams corresponds to internal
categories from levels 9 to 12(“Executive” and “Leaders” Career
Paths).
% of employees at
19%“Manager” level among
all employees

17.3%

Number of “Manager” employees
at the end of the period / total
headcount.
The population of managers
corresponds to people withmanagerial responsibilities in the“Leaders” Career Path, internal
categories from levels 5 to 9
(with “direct report”).

% of women among“Managers”% of men among“Managers”

38.9%(38.5%
includingSentric)

37.1%

61.1%

62.9%

Number of female “Manager”
employees at the end of the period/ “Manager” employees
The population of managers
corresponds to people withmanagerial responsibilities in the“Leaders” Career Path, internal
categories from levels 5 to 9
(with “direct report”).
Number of male “Manager”
employees at the end of the period/ “Manager” employees.
The population of managers
corresponds to people withmanagerial responsibilities in the“Leaders” Career Path, internal
categories from levels 5 to 9
(with “direct report”).

106

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

2023 scope of CSR
reporting (excluding
6&7, DMC & NetD,
Jo&Co, Morning Glory,
TuneCore Japan).

% of employees in the“Manager/Leader”
Career Path

20%

23.2%

Number of employees in the“Leader” Career Path at the end of
the period / total headcount (levels
5 to 9 with and without “direct
report”).

2023 CSR reporting
scope.

% of women in the“Manager/Leader”
Career Path

39.1%

37.6%

Number of women in the “Leader”
Career Path at the end of theperiod/number of employees inthe “Leader” Career Path (levels 5
to 9 with and without “direct
report”).

2023 CSR reporting
scope.

% of men in the“Manager/Leader”
Career Path

61.9%

62.4%

Number of men in the “Leader”
Career Path at the end of theperiod/number of employees inthe “Leader” Career Path (levels 5
to 9 with and without “direct
report”).

2023 CSR reporting
scope.

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Corporate social responsibility
Methodological note and summary of indicators

Performanceindicators

2023

2022

Definition

Scope

99/10099/100
Pay gap: 39/40

Methodology proposed by the
French government based on thegender gap for five criteria (pay,salary increases, promotion, salary
increase on return from maternity
leave, 10 highest salaries).

Believe SA (France).

Pay gap:
39/40

Number of women who aremembers of the Executive
Committee at the end of the period/ number of Executive Committee
members.

2023 CSR reporting
scope.

Number of men who are memberof the Executive Committee at theend of the period / number of
Executive Committee members.

2023 CSR reporting
scope.

Total number of employees hired
during the period regardless of
their type of contract: permanent,
fixed-term, work-study,
apprenticeship.

2023 CSR reporting
scope.

ParityGender equality index(France)

Pay increase
gap: 20/20
Promotion
gap: 15/15

Pay increase
gap: 20/20
Promotion
gap: 15/15

Maternity
leave: 10/10

Maternity
leave:
10/10

10 + highest
paid
employees:
10/10

10 + highest
paid
employees:
10/10

50%

50%

Executive Committee% of women on the
Executive Committee% of male on the
Executive Committee

50%

50%

2023 financial scope,
notably including
Sentric.

2023 financial scope,
notably including
Sentric.

Hires and departures
Number of employees
hired during
the period

392

487

A candidate becomes an employee
and is considered hired after
signing his employment contractand having actually joined theCompany.
% of women among
employees hired andwho joined Believe
during the period

49.7%

43.7%

Total number of female employees
hired during the period regardlessof their type of contract / numberof employees hired during theperiod.

2023 CSR reporting
scope.

% of men among
employees hired andwho joined Believe
during the period

44.9%

56.3%

Total number of male employees
hired during the period regardlessof their type of contract / numberof employees hired during theperiod.

2023 CSR reporting
scope.

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Methodological note and summary of indicators

Performanceindicators

2023

2022

Definition

Scope

Number of voluntary
departures

184

188

Number of employees who
resigned during the period.

2023 CSR reporting
scope.

Number of layoffs andjob losses

65

257

This includes departures due tolayoffs, end of probationary period
at the initiative of the employer.

2023 CSR reporting
scope.

Attrition rate

13.9%

16.1%

Total number of departures over thelast 12 months / average headcountover the period.

2023 CSR reporting
scope.

Turnover rate

20%

26%

The turnover rate measures therate at which employees leave
the company and are replaced.

2023 CSR reporting
scope.

It is calculated by taking into
account the total headcount at
the beginning of the period(01/01/2023).
(Number of voluntary departuresduring the period + number oflayoffs and job losses over theperiod)/2)/total headcount at
01/01/2023.
Absenteeism & workplace accidents
Absenteeism rate

2.1%

3%

Absence due to an accident or
occupational illness, any otherillness, or a family event during
the period.

2023 CSR reporting
scope.

The ratio compares the numberof days of absence (excluding
parental leave) and the numberof theoretical days worked. The
calculation includes employees
who left during the fiscal year.
Workplace accident
frequency rate

0.27

-

The workplace accident frequency
rate is the number of workplace
accidents (with lost time of 24hours or more) occurring during a
12-month period per million hours
worked.

2023 CSR reporting
scope.

(Number of workplace accidents
with lost time greater than or equal
to 24 hours x 1,000,000) / total
number of hours worked during
the period
Workplace accident
severity rate

0.02

-

The workplace accident severity
rate compares the number of days
lost and the number of incidents.

2023 CSR reporting
scope.

(Number of working days lost due
to workplace accidents andoccupational illnesses with losttime x 1,000) / number of hours
worked during the period.

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Methodological note and summary of indicators

Performanceindicators

2023

2022

Definition

Scope% of employees having 78.7%
followed at least one
training module on
ethics, anti-corruption
and conflicts ofinterest

44%

Number of employees who started
at least one of the online training
modules on ethics, anti-corruption
and conflicts of interest during theperiod, regardless of their type ofcontract (permanent, fixed-term) /total headcount.

2023 CSR reporting
scope.

Training

Employees still under contract at
the end of the period are taken
into account.
% of employees whocompleted at least one
training course during
the period

94.4%

90.6%

CSR target includedin the variable andlong-termcompensation of themembers of the
Executive Committee

Number of employees whocompleted at least one online
training module during the period
regardless of their type of contract(permanent, fixed-term) / total
headcount.

2023 CSR reporting
scope (excluding 6&7,
DMC & NetD, Jo&Co,
Morning Glory,
TuneCore Japan).

Employees still under contract at
the end of the period are taken
into account.

Career reviews% of employees who
validated at least one
career review during
the period

98%

97%

Number of employees who
validated at least one career review
during the period / total
headcount.
A career review is considered“validated” when a report has beendrafted and signed by theemployee and their assessor (their
manager or one of their
managers).

2023 CSR reporting
scope (excluding 6&7,
DMC & NetD, Jo&Co,
Morning Glory,
TuneCore Japan).

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Environmental indicators
Performanceindicator

2023

2022

Definition

Scope

Total surface area ofsites in m2

26,220.3

24,351.6

Total surface area of sites where
Group employees work (excluding
co-working spaces).

2023 CSR reporting
scope.

Number of company
vehicles18

51

Number of vehicles allocated to
employees as part of their duties,
regardless of their type of contract(permanent, fixed-term, workstudy, apprenticeship) during or
before the period.

2023 CSR reporting
scope.

360.05691.37

Sum of natural gas consumption at
all sites where Group employees
operate (excluding co-working
spaces) during the period.

2023 CSR reporting
scope.

2,754.19

1586.14

Sum of electricity consumption at
all sites where Group employees
operate (excluding co-working
spaces) during the period.

2023 CSR reporting
scope (excluding Miami,
Morning Glory in Parisand Nashville sites).

105

65.1

Total electricity consumption/Total
surface area of sites.

2023 CSR reporting
scope.

39

80%

Electricity consumption fromrenewable energies/Totalelectricity consumption.

2023 CSR reporting
scope.

408.44682.14

Urban heating, domestic fuel oil
and natural gas consumption in
MWh are taken into account(excluding co-working spaces)
during the period.

2023 CSR reporting
scope.

3,522.68

2505.5

Total energy consumption
including electricity, natural gas
and urban heating.

2023 CSR reporting
scope (excluding Miami,
Morning Gloryin Paris and Nashvillesites).

0.13

0.12

Total energy consumption/Total
surface area of sites.

2023 CSR reporting
scope.

1.9

1.7

Total energy consumption/Total
headcount in the CSR reporting
scope.

2023 CSR reporting
scope.

Site description

Energy consumption
Total natural gas
consumption in MWh
Scope 1
Total electricity
consumption in MWh
Scope 2
Total electricity
consumption/m2
in MWhScope 2% of renewable energy
in total electricity
consumption
Scope 2
Total urban heating
consumption in MWh
Scope 2
Total energy
consumption in MWh
Scopes 1 and 2
Total energy
consumptionin MWh/m2
Scopes 1 and 2
Total energy
consumption per
employeein MWh110

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Corporate social responsibility
Methodological note and summary of indicators

Performanceindicator

2023

2022

Definition

Scope

GHG emissions in TeqCO2
GHG emissions –Scope 1

127.6

306.2

GHG emitted by the Group’s
activities under Scope 1 (company
vehicles and natural gas
consumption) (in TeqCO2).

2023 CSR reporting
scope.

GHG emissions –Scope 2

1,387.9

401.9

GHG emitted by the Group’s
activities under Scope 2 (indirectemissions related to energy
consumption) (in TeqCO2).

2023 CSR reporting
scope.

GHG emissions –scopes 1 and 2

1,265.5

708

GHGs emitted by the Group’s
activities under Scopes 1 & 2.

22023 CSR reporting
scope.

GHG emissions Scopes 1 and 2/m2

0.05

0.03

GHGs emitted by the Group’s
activities under Scopes 1&2/Total
surface area of sites.

2023 CSR reporting
scope.

GHG emissions –Scope 3 – businesstravel

62,579.8

235.50GHG emitted by the Group’s
activities as part of employee
business travel (in TeqCO2).

France, Italy, India,
Luxembourg, Russia
in 2023.

GHG emissions –Scope 3 – paper
purchases

0.6-

GHG emitted by the Group’s
activities in relation to paper
purchases (in TeqCO2).

2023 CSR reporting
scope.

GHG emissions –Scope 3 – water
consumption

16.8

-

GHG emitted by the Group’s
activities in relation to water
consumption (in TeqCO2).

2023 CSR reporting
scope excluding theUnited States and Italy.

GHG emissions –Scope 3 – waste
production andmanagement

5.9-

GHG emitted by the Group’s
activities in relation to waste
production and management(in TeqCO2).

Germany, United States,
France, India, Russia.

GHG emissions –Scope 3 – businesstravel, waste
production andmanagement, water
consumption, paper
purchases.

62,603.1-

GHG emitted by the Group’s
activities as part of employee
business travel, for waste
production and management,water consumption and paper
purchases (in TeqCO2).

2023 CSR reporting
scope.

France in 2022.

Waste Electrical and Electronic Equipment (WEEE)% of WEEE recycled(France)0%
The 75.2 kg
of WEEE produced
in 2023 werestored forrecyclingin 2024

100%

Quantity of WEEE recycled by the2023 CSR reportingsites in kilograms/Quantity of WEEE scope.
produced by the sites in kilograms.

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Corporate social responsibility
Report of one of the Statutory Auditors, appointed as an independent third-party organization, on the verification of theconsolidated Non-Financial Performance Statement

2.8 Report of one of the Statutory Auditors,
appointed as an independent third-party
organization, on the verification of theconsolidated Non-Financial Performance
Statement
Fiscal year ended December 31, 2023
To the Annual General Meeting,In our capacity as Statutory Auditors of your Group (hereinafter referred to as the "entity") designated as an independent
third-party organization or ITO ("third party"), accredited by COFRAC under number 3-1884(1), we have performed
procedures to issue a reasoned opinion expressing a conclusion of moderate assurance on the historical information(observed or extrapolated) of the consolidated Non-Financial Performance Statement, prepared in accordance with theentity’s procedures (hereinafter the "Guidelines"), for the year ended December 31, 2023 (hereinafter the "Information" andthe "Statement" respectively), presented in the Group’s management report in accordance with the provisions ofArticles L. 225-102-1, R.225-105 and R. 225-105-1 of the French Commercial Code.

Unqualified conclusion
Based on the procedures we performed, as described in the "Nature and scope of procedures" Section, and on the evidence
we obtained, nothing has come to our attention that would lead us to believe that the consolidated non-financial statement
was not prepared in accordance with the applicable regulatory provisions and that the Information, taken as a whole, was
not presented fairly and in accordance with the Guidelines, in all material respects.

Comments
Without calling into question the conclusion expressed above and in accordance with the provisions of Article A. 225-3 of theFrench Commercial Code, we make the following observation:●

Internal control over CSR information should be reinforced as part of the CSRD’s future sustainability report.

Non-Financial Performance Statement
The absence of a commonly used generally accepted reporting framework or a significant body of established practices on
which to draw to evaluate and measure the Information allows for different, but acceptable, measurement techniques that
can affect comparability between entities and over time.
Consequently, the Information needs to be read and understood together with the Guidelines, summarized in theStatement (and available on the entity’s website or on request from its head office).

Inherent limitations in preparing the Information
As stated in the Statement, the Information may be subject to uncertainty inherent to the state of scientific and economic
knowledge and the quality of external data used. Some information is sensitive to the choice of methodology and theassumptions or estimates used for its preparation and presented in the Statement.

(1) Accreditation Cofrac Inspection, number 3-1884, scope available at www.cofrac.fr

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Corporate social responsibility
Report of one of the Statutory Auditors, appointed as an independent third-party organization, on the verification of theconsolidated Non-Financial Performance Statement

Responsibility of the entity
Management is responsible for:
●
●

●
●

selecting or establishing suitable criteria for preparing the Information;
preparing a Statement pursuant to legal and regulatory provisions, including a presentation of the business model, adescription of the main non-financial risks, a presentation of the policies implemented considering those risks and theoutcomes of said policies, including key performance indicators, and the information set out in Article 8 of Regulation(EU) 2020/852 (Green Taxonomy);
preparing the Statement by applying the Entity’s “Guidelines” as referred above; anddesigning, implementing and maintaining internal control over information relevant to the preparation of theInformation that is free from material misstatement, whether due to fraud or error.

The Statement was prepared by using the entity’s Guidelines, as mentioned above

Responsibility of the Statutory Auditor appointed as an independent third-party
organization
Based on our work, our responsibility is to provide a report expressing a limited assurance conclusion on:●●

the compliance of the Statement with the requirements of Article R.225-105 of the French Commercial Code;the fairness of the information (observed or extrapolated) provided pursuant to part 3 of Sections I and II of
Article R. 225-105 of the French Commercial Code, namely the outcomes of policies, including key performanceindicators, and measures relating to the main risks, hereinafter the “Information”.

As we are engaged to form an independent conclusion on the Information as prepared by management, we are notpermitted to be involved in the preparation of the Information as doing so may compromise our independence.
It is not our responsibility to report on:●

the entity’s compliance with other applicable legal and regulatory provisions (notably with regard to the information setout in Article 8 of Regulation (EU) 2020/852 (Green Taxonomy), the vigilance plan and the provisions against corruption
and tax evasion);●

the fairness of information set-out in Article 8 of Regulation (EU) 2020/852 (Green Taxonomy);●

the compliance of products and services with the applicable regulations.

Applicable regulatory provisions and professional guidance
We performed the work described below in accordance with Articles A. 225-1 et seq. of the French Commercial Code, theprofessional guidance issued by the Compagnie Nationale des Commissaires aux Comptes (French Institute of Statutory
Auditors) applicable to such engagement, in particular the professional guidance issued by the Compagnie Nationale desCommissaires aux Comptes on the “Intervention of the Statutory Auditor - Intervention of the ITO - Non-Financial
Performance Statement”, representing the verification program, and international standard ISAE 3000 (revised)(1).

Our independence and quality control
Our independence is defined by the provisions of Article L.822-11 of the French Commercial Code and the French Code of
Ethics for Statutory Auditors. In addition, we implemented a system of quality control including documented policies andprocedures aimed at ensuring compliance with applicable legal and regulatory requirements, ethical requirements and theprofessional guidance issued by Compagnie Nationale des Commissaires aux Comptes relating to this engagement.

Means and resources
Our work mobilized the skills of five people and took place from September 2023 to March 2024, over a total intervention
period of four weeks.
We were assisted in our work by our specialists in sustainable development and corporate social responsibility. We
conducted a dozen interviews with the people responsible for preparing the Statement.

(1) ISAE 3000 (Revised) - Assurance Engagements Other Than Audits or Reviews of Historical Financial Information

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Corporate social responsibility
Report of one of the Statutory Auditors, appointed as an independent third-party organization, on the verification of theconsolidated Non-Financial Performance Statement

Nature and scope of procedures
We are required to plan and perform our work to address the areas where we have identified that a material misstatementof the Information is likely to arise.
The procedures we performed were based on our professional judgment. In carrying out our limited assurance engagementon the Information:
●

●

●

●

●

●

●

we obtained an understanding of all the consolidated entities’ activities, and the description of the principal risks
associated;
we assessed the suitability of the criteria of the Guidelines with respect to their relevance, completeness, reliability,
neutrality and understandability, taking into account, where appropriate, best practices within the sector;
we verified that the Statement covers each category of information provided for in Section III of Article L. 225-102-1 onsocial and environmental matters as well as respect for human rights and the fight against corruption and tax evasion,and includes, where applicable, an explanation of the reasons for the absence of the information required by the
2nd paragraph of Section III of Article L. 225-102-1;
we verified that the Statement presents the information provided for in Section II of Article R. 225-105 when it is relevantwith regard to the main risks;
we verified that the Statement presents the business model and a description of principal risks associated with all the
consolidated entities’ activities, including where relevant and proportionate, the risks associated with their business
relationships, their products or services, as well as their policies, measures and the outcomes thereof, including key
performance indicators associated to the principal risks;
we verified that the Statement includes a clear and reasoned explanation of the reasons justifying the absence of a policy
concerning one or more of these risks in accordance with Section I of Article R. 225-105 of the French Commercial Code;we referred to documentary sources and conducted interviews to:
●

●

●

●

●

corroborate the qualitative information (measures and outcomes) that we considered to be the most importantpresented in Appendix. Concerning certain risks (1), our work was carried out on the consolidating entity, for the otherrisks, our work was carried out on the consolidating entity and on a selection of entities(2);we verified that the Statement covers the consolidated scope, i.e. all the entities included in the scope of consolidation inaccordance with Article L. 233-16 of the French Commercial Code: with the limits specified in the Statement;
we obtained an understanding of internal control and risk management procedures the entity has implemented andassessed the data collection process aimed at ensuring the completeness and fairness of the Information;
for the key performance indicators and other quantitative outcomes that we considered to be the most importantpresented in Appendix, we implemented:●●●

assess the process used to identify and confirm the main risks as well as the consistency of the outcomes, including
the key performance indicators used, with respect to the main risks and the policies presented,

analytical procedures to verify the proper consolidation of the data collected and the consistency of any changes inthose data,
tests of details, using sampling techniques, in order to verify the proper application of definitions and procedures andreconcile the data with supporting documents. This work was carried out on a selection of contributing entities4 andcovers between 10% and 39% of the consolidated data relating to these tests.

we assessed the overall consistency of the Statement based on our knowledge of all the entities included in the scope of
consolidation.

The procedures performed in a limited assurance review are less in extent than for a reasonable assurance opinion inaccordance with the professional guidance of the Compagnie Nationale des Commissaires aux Comptes; a higher level ofassurance would have required us to carry out more extensive procedures.
Paris la Défense, March 26, 2024
KPMG S.A.
Jean-Pierre Valensi

Raffaele Gambino

Associate

ESG expert(1) Risk of exclusion for certain communities and music genres, and non-alignment with Believe’s values; Risk of inconsistency and effectiveness of
HR and talent management processes; Risk of digital divide, invisibility and lack of artist skills to make the most of new digital marketing
technologies and practices; Risk of limiting the freedom of expression and independence of artists and labels, and of not respecting private
data.
(2) Believe S.A.

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Report of one of the Statutory Auditors, appointed as an independent third-party organization, on the verification of theconsolidated Non-Financial Performance Statement

Appendix
Qualitative information (actions and results) considered most important
Employee well-being assessment systems (NPS via the Your Voice survey).
Policy on freedom of expression and artist independence. Risk of not providing artists and labels with the mostadvanced technical and digital marketing skills.
Systems implemented to improve the organizational management of HR and managerial processes.
Actions to promote and include certain communities and musical genres.
Measures put in place to recycle WEEE.
Policies put in place to guarantee the accessibility of products and services to all customers.

Key performance indicators and other quantitative results considered most important

Assurancelevel

Absenteeism rate

Moderate% of attrition

Moderate% of women among managers

Moderate% of employees having completed the Code of ethics and/or anti-corruption and/or conflict of interest
training

Moderate% of employees who conducted at least one career review during the year

Moderate% of employees who attended at least one training course during the year

Moderate

Energy consumption per m2 for offices

Moderate

GHG emissions (Scopes 1 & 2 for offices)

Moderate

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3

Risk factors and risk
management

3.1

Main risk factors

118

3.3

3.1.1
3.1.2
3.1.3
3.1.4
3.1.5

Risks related to the Group’s industry
Risks related to the Group’s business
Risks related to the Company
Financial risks
Legal risks

119
122
132
133
135

3.3.1 Determination of insurance policies
to be taken out
3.3.2 Main insurance policies taken out
by the Group

3.2

Risk management and internal
control system
139

3.2.1 General organization of internal control
3.2.2 Components of internal control
3.2.3 Internal control process relating to the
preparation and processing of financial
and accounting information
3.2.4 Conclusions and outlook

Insurance

147
147
147

139
142

145
146

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Risk factors and risk management
Main risk factors

3.1 Main risk factors
Before making their investment decision, investors areencouraged to carefully consider the risks described in thisSection as well as all other information contained in this
Universal registration document.
In the context of the implementation of Regulation (EU) No.
2017/1129, known as “Prospectus 3”, which came into force
on July 21st, 2019, the risks presented below are, as of the dateof this Universal registration document, the main risks
considered to be specific to the Believe Group and/or its
securities and which the Group believes could have a material
net impact on the Group, its business, financial position,
results or outlook. The materialization of one or more of theserisks could result in a decrease in the Company’s share priceand investors could lose all or part of their investment. The
Group may be exposed to other risks that are not known or
identifiable at the date of this Registration Document, or thatit considers insignificant at this date, and which could have anegative impact in the future.
The Group regularly reviews the risk factors that may havea negative impact on its business or results. This review is
RISK
CATEGORY

presented to the Company's Risk Committee and the Audit
Committee of the Board of Directors. In addition, the Risk
Committee assesses the adequacy of the internal
procedures in place in view of the risks to which theGroup may be exposed. It reports its main findings andrecommendations to the Audit Committee. The risk
identification and management policy is described in
Section 3.2.2 “Components of internal control”, on page 142
The following table classifies the main specific risks to which
the Group is exposed into five categories:●

risks related to the Group’s industry;●risks related to the Group’s business;●risks related to the Company;●

financial risks;●

legal risks.

Within each category, the most important risk factors arepresented first.

MAIN RISK FACTORS

Risks related
to the Group’s
industry

IMPACT/LIKELIHOOD

Risks related to the Group’s competitive environment
Risks related to changes in the underlying audio and video streaming market
Risks related to economic conditions and the evolution of the recorded music market
Risks related to the Group’s IT systems (cyberattack, infrastructure reliability andpersonal data protection) (*)
Risks related to managing the rapid growth of the Group and acquisitions

Risks related
to the Group’sbusiness

Risks related to relationships with artists and labels (*)
Risks related to relationships with streaming and social media platforms
Risks related to the Group’s international development
Risks related to fraud, corruption and ethics (*)

Risks related
to theCompany
Financial risks

Risks related to human capital and its development (management team including the
Chairman and Chief Executive Officer and recruitment and retention of experienced
employees) (*)
Liquidity and counterparty risks
Risks related to foreign exchange rates
Risks related to intellectual property rights

Legal risks

Risks related to regulations and their evolution
Risks related to applicable taxation regimes and their changes*

Risks detailed in Chapter 2 “Social and environmental responsibility”.

Low

MediumHigh

As part of its regular review of risk factors, the Group has clearly identified the climate and resource risk. At this stage, the Group considers that thisrisk is not likely to have a significant negative impact on its activities or results. Nevertheless, the Group measures and monitors the carbon impact of
its activities and rolls out actions to reduce energy consumption. The Group has also set up a working group dedicated to the climate as part of the
future CSRD regulation, see Section 2.6.1 "Formalizing the environmental approach", p.92

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Risk factors and risk management
Main risk factors

3.1.1 Risks related to the Group’s industry
Risks related to the Group’s competitive environment
RISK DESCRIPTIONThe Group operates in a highly competitive industry. Relations with producers (artists or labels) are largely based on
exclusive and relatively long-term agreements.
The Group faces increased competition from the music industry Majors in the digital music and services to artists market.
Although the majors' offer has historically been focused on international artists, they are also seeking to address the needsof artists that are targeted by the Group, i.e. artists with a local presence. To this end, the Majors draw on substantial
financial and commercial resources, and offer digital solutions similar to those of the Group. For example, the Majors havedeveloped digital distribution services through subsidiaries such as Ingrooves, Virgin Music Label & Artist Services and MTO
for Universal Music Group; The Orchard and AWAL for Sony Music Entertainment; and ADA for Warner Music Group.
The Group faces increasing competition from local players. These companies can use their presence on the ground and indepth knowledge of the local music industry to establish special relationships with artists and labels. Competition from local
players may divert artists and labels from the services offered by the Group.
The Group may also face an increase in the phenomenon of disintermediation, restricted in scale until now (with the notable
exception of China). Disintermediation would involve digital service providers contracting with artists and labels directly,
without resorting to the technological solutions offered by the Group. The increasing phenomenon of disintermediation
would also affect the sustainability and growth of the Group's catalog.
RISK CONTROL AND MITIGATION MEASURESIn order to stand out from its competitors, the Group relies on its range of leading products and solutions with significant
technological content, which are rolled out across all the countries where it operates and its local teams. In order to identify
and attract high-potential artists, the Group relies on its powerful digital data analysis tools and the expertise of its local
teams. The Group provides artists and their labels with dedicated digital marketing solutions that enable them to maximize
their audience.
The Group relies on its unique positioning, focused on the needs of local labels and artists, a field in which it has developed
strong expertise. This positioning enables it to stand out from the majors, which are historically focused on top artists withinternational careers.
With regard to competition from local players, the Group relies on its locally established and respected Talent scouts. The
Group relies on its technological expertise in digital music to offer the solutions best suited to the needs of local markets.
The Group also seeks to sign contracts with global or local digital service providers. The aim is to offer artists and labels themost appropriate coverage for them and thus strengthen the competitiveness of its offering.
The disintermediation phenomenon has so far remained a limited phenomenon. Indeed, the commercial model of the
distribution platforms does not seem to be moving towards the generalization of direct contracts with artists. The diversityof platforms and monetization methods does not favor the establishment of long-term exclusivity relationships with artists
and said platforms.
POTENTIAL IMPACTS ON THE GROUP

As a result of increased competitive pressure, the profitability of the contracts entered into by the Group with producers
could be affected. Competitive pressure could also lead to the risk of not renewing the contract and of termination ofexisting relationships. In addition, the commercial policies of the Group’s competitors are difficult to predict. They could
affect the Group’s ability to quickly adapt its offering and contractual terms.
To remain competitive and safeguard its catalog, the Group might have to reduce its margin percentage on the amounts
paid by streaming platforms.
Increased competitive pressure and disintermediation could lead to a reduction in the Group’s catalog, and therefore of its
market share. This could have a material adverse effect on the Group’s results and outlook, as well as on the amount ofadvances granted and their impact on working capital (see Section 5.3.2.5 “Working capital requirement”, page 232).

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Risk factors and risk management
Main risk factors

Risks related to changes in the underlying audio and video streaming market
RISK DESCRIPTION

A significant portion of the Group’s revenue comes from payments made by digital service providers(1) in return for theGroup providing audio or video content. This content is distributed mainly by streaming on the platforms. For the fiscal year
ended December 31, 2023, revenue from the sales of digital audio or video content accounted for 90.1% of the Group’s
consolidated revenue.
The audio streaming market in particular has experienced significant growth in recent years. The audio streaming market
has grown from $0.6 billion in 2012 to $21.9 billion in 2023 (source: MIDIA Recorded Music Market 2023, March 2024) (seeSection 1.3 “Markets and competitive position” on page 26).
However, this growth may not continue in the future, or may slow down in the regions where the Group operates or wishes
to expand.
Consumers could lose interest in streaming, opting instead for new formats that do not yet exist, or using existing formats in
new ways (e.g. short-form video), which could be more successful and attract a wider audience.
These new trends and new user consumption habits, notably due to the development of digital technologies, could impact
the Group’s growth if streaming and social media platforms encounter difficulties in monetizing the audio and video content
of these new formats.
The subscription streaming market may experience limited growth in terms of number of users in certain potentiallysignificant markets. As part of its growth strategy, the Group is targeting markets where the subscription streaming format is
not yet widely adopted. For example, the Group has strengthened its presence in India with the acquisition of several local
players (see Section 1.1 “Company history” on page 10 and Section 1.5 “Strategy and medium- and long-term objectives” on page
40 India is a market where the penetration rate of subscription streaming is still low.
More mature markets with a high subscription streaming penetration rate may experience limited development. Part of thegrowth in these markets stems from a policy of increasing prices for subscriptions or the invoicing of additional services bydigital service providers and social media platforms. These pricing changes seem to have had little impact on the growthrate of paying users, but it is difficult to determine what the impact of the platforms’ future pricing policy will be on theirrevenue and number of subscribers.
In some countries, particularly emerging markets, digital service providers may find it difficult to monetize audio and video
content. An insufficient base of premium users(2) or advertisers to finance free listening would create monetizationdifficulties. Similarly, platforms may find it difficult to raise the price of their services in the same way as they do in mature
markets. Lastly, in these same markets, the Group may not be able to establish relationships with a sufficient number ofreliable local platforms. Such a situation would affect the Group’s ability to offer local artists and labels a satisfactory level of
distribution, thus affecting its growth in these markets.
Streaming and social media platforms are evolving in a rapidly changing and highly competitive market. Some digital service
providers do not belong to large groups that can provide them with financial support. These platforms, including the largest
in the sector, have recorded in the past, and continue to record, significant operating losses. They burn through significant
amounts of cash on investments in technology, which are constantly increasing. Investments in technology are primarily
aimed at acquiring subscribers and hosting content.
RISK CONTROL AND MITIGATION MEASURESIn order to limit the negative impact of unfavorable trends in the streaming market on its activities, the Group is careful tomaintain diversified geographical exposure. It operates in both mature and growth markets. Mature markets enable theGroup to benefit from a wide distribution of its catalog. The slowdown in growth in mature markets, where the adoption of
streaming by users is already high and growing at a slower pace, is offset by growth markets. These offer the Group growthprospects due to a high potential for adoption of this format by more users.
The Group is also seeking to develop the marketing of content on social media offering new ways to use music, such as
TikTok or META.

(1) streaming and social media platforms pay the Group in exchange for the Group’s delivery of audio or video content distributed throughstreaming on these platforms. The Group then pays a portion of these amounts to the artists or labels licensing their content. In this Universal
registration document, these amounts (whether they are paid by the streaming and social media platforms to the Group or paid by the Groupto artists and labels) are referred as “amounts”.
(2) The category of premium users of digital service providers generally includes users who have purchased a monthly subscription that gives
them access to an interface without visual or audio advertisements.

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Main risk factors

POTENTIAL IMPACTS ON THE GROUP

The Group could encounter difficulties in distributing its catalog if it was not able to:●anticipate changes in consumption habits for audio and video content or formats of such content;●

adapt its range of services and technological solutions to market changes.

Such a situation would have a significant adverse effect on the Group’s business, results, financial position and prospects.
The Group could be forced to renegotiate its agreements with the platforms on less favorable terms if the latter:●

were unable to adapt to potential changes in the audio and video streaming market;●

had to make significant investments to adapt to possible changes in the audio and video streaming market;●

were to encounter difficulties in profitably operating their business model.

The platforms could be forced to review the amounts paid to the Group, the exclusivity conditions, the duration of thecommitments, or even terminate the agreements. These circumstances could have an adverse effect on the Group’sbusiness, results, financial position and prospects.

Risks related to economic conditions and the evolution of the recorded music market
RISK DESCRIPTIONThe Group’s business and results depend partly on local and global economic conditions, which have been especially volatilein the last few years.
A deterioration in economic conditions generally have a negative impact on discretionary consumer spending. As a result,
this could affect purchases of subscriptions to digital music distribution platforms.
An unfavorable economy affects the advertising spend of advertisers, leading to a decline in the revenues of video content
digital service providers in particular.
A tightening of monetary conditions by central banks, as well as the current inflationary environment, have had a downward
impact on the purchasing power of households. The Group operates in several countries that face inflation rates that differ
from one country to another. This could have a lasting negative impact on discretionary consumer spending and on
advertisers’ advertising spend. Video streaming and social media platforms could be impacted.
RISK CONTROL AND MITIGATION MEASURESThe Group is benefiting from the structural growth of the digital recorded music market in which it is positioned. This growthreflects the Group’s appeal to the new generation of digital artists seeking marketing solutions and a wide range ofexpertise.
The Group’s international development strategy enables it to dilute its risk because its presence is not concentrated in asingle country or geographical area. It also allows the Group to offset any impacts of inflation between countries andgeographical areas of development.
POTENTIAL IMPACTS ON THE GROUP

Digital service providers earn revenue mainly from subscriptions, for paid offers, and advertising fees, for free offers. The
amounts paid to the Group by the providers are based on these revenues. A decrease (or less growth) in the number ofpaying users or advertising fees would lead to a decrease in the amounts paid by the digital service providers to the Group.
This could create difficulties for the providers and lead them to renegotiate their agreements on less favorable terms for theGroup. Negotiations could be held to review the conditions relating to the percentage to be paid back to the Group, to
exclusivity or the duration of commitments. Digital service providers may have to terminate their agreements with theGroup. Such events would affect the Group’s business activities.

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Risk factors and risk management
Main risk factors

3.1.2 Risks related to the Group’s business
Risks related to the Group’s IT systems
RISK DESCRIPTION

The development and the provision of a digital platform based on leading technologies are at the heart of the Group’sbusiness model. Through this model, Believe looks to offer artists solutions focused on their needs. If the Group wereunable to develop and maintain secure and reliable IT systems that address the latest technological developments, it could
affect the development of its activities.

Risks related to cyberattacks
As a digital company, the Group is exposed to risks related to cybercrime, which have been on the rise in recent years, withthe possession of a significant volume of sensitive data such as artistic content, personal data or banking information. Thissensitive data could be stolen or falsified by malicious third parties who might break into the Group’s IT systems.
In the current geopolitical context, the Group may attract the interest of groups of hackers related to a cause, or of actors
involved in geopolitical tensions (hacktivism).
Third-party intrusions into the Group’s IT systems could harm the Group’s due functioning, by making its applications
inaccessible or by causing service interruptions, which in turn could impact its financial position or reputation.
The Group may not have sufficient technological resources to anticipate and continue to prevent cyberattacks or intrusions
by third parties. The techniques used are evolving rapidly and may not be identified before they are applied to the Group.

Risks related to infrastructure reliability and the obsolescence of the Group’s technological offering
The Group’s technological offering enables it to support the growth of its activities, and meet the changing needs of artists
and platforms. The platforms also conduct their businesses in a constantly changing digital environment. The Group is thus
exposed to the risk of obsolescence of its IT systems, and of the applications and tools made available to artists and labels.
The Group outsources certain elements of its information systems and its infrastructure (e.g. certain hosting services). Its
objective is to optimize the management of its resources and improve the efficiency and security of its IT infrastructure. It
therefore relies on the quality of the work and expertise of its service providers in this area. Despite the care taken in selecting
service providers, the Group is exposed to the risk they may fail to fulfill their obligations.
Some interfaces between the Group’s IT applications are processed manually or are not highly automated. This architectureentails a risk of data loss and processing errors. The Group may therefore have to bear significant costs in order to restore
its services or make the necessary upgrades.
The Group’s activities require significant investments in technological tools to process high volumes of content and data. The
Group must be able to implement and operate sophisticated data analysis tools. These tools enable the Group to:●

identify musical trends and high-potential artists and optimize their audience;●

deepen its knowledge of the musical landscape in order to better meet the needs of artists and labels;●

better meet the changing requirements of digital service providers;●

precisely define its international expansion strategy.

Moreover, the Group pays close attention to the location of its infrastructures in order to minimize technical and operationalrisks (breakdowns, lightning strikes, earthquakes, extreme weather events, etc.).
The Group must be able to operate and develop digital marketing tools to assist artists and labels in their promotion
strategies. For example, TikTok, launched in 2016, is increasingly used by artists and labels for digital marketing. The Groupis thus exposed to the risk of obsolescence of the applications and tools made available to artists and labels in the event of
the emergence of new promotion opportunities in the digital ecosystem.

Risks related to the protection of personal data
The Group collects, stores and processes a large volume of personal data. This data relates in particular to the Group's
employees, service providers and artists or their representatives.
The processing of personal data is subject to complex and evolving regulations, which are specific to each country where theGroup operates.

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Main risk factors

As part of its activities within the European Economic Area (“EEA”), the Group notably implements the General Data
Protection Regulation (“GDPR”), which is designed to protect individuals as regards the processing of their personal data andthe free dissemination of such data. In order to comply with this regulation, the Group keeps a register of the processing of
this data. However, it cannot be ruled out that some processing operations may not have been fully reported to the Group,or that some older processing operations may not have been brought up to standard.
In the event of a breach of its provisions, the GDPR provides for substantial fines of up to €20 million or 4% of worldwide
revenue, or €35.21 million based on 2023 revenue, it being specified that whichever is higher is applied.
The Group could also be subject to malicious actions and acts of hacking by third parties on the IT systems of digital service
providers and social media platforms. The Group has limited control over these actions. Malicious acts may take the form of
intrusions into platform servers resulting in leaks of information or content from the Group’s catalog. Information leaks
could harm the Group’s competitive positioning by facilitating access to information on the performance of its catalog. The
Group’s business and its reputation would be impacted. Moreover, any breach by the platforms of personal data protection
regulations would affect the Group’s relationship with its artists and damage its reputation.
The Group is also subject to similar laws and regulations in other countries outside the European Union as mentioned in
Section 1.3.2.5 “Personal data regulation”, page 34.
Insufficient knowledge of local regulations or a lack of methodology for monitoring local regulatory changes would have an
impact on the Group. Such situations could call into question the Group’s ability to identify the specific features of local
regulations and comply with them.
More generally, and in view of the rise in malicious IT practices, the Group is exposed to this risk and could suffer, in theevent of malicious intent or failure to comply with regulations, various types of damage, such as personal data leaks, which
could result in damage to its reputation, loss of revenue, disputes with third parties or the payment of fines.
RISK CONTROL AND MITIGATION MEASURESThe Group has established several actions aimed at strengthening the security and reliability of its infrastructure andhardware. These actions are managed by a dedicated department, the IT Security Department.
The Group has implemented a global security policy and is working to apply best practices and standards for IT security.
The Group put in place an authorization and rights management policy to secure access to its data. Awareness-raising
campaigns on cyber risks are run by the IT Security Department through targeted training courses, as well as through theCompany's own phishing tests(1).
The IT Security Department carried out vulnerability scans and penetration tests on the Group’s applications (exposed andlinked to the Internet). Workstations and servers are equipped with the latest anti-fraud technology. The Group's major
products are protected against distributed denial of service (attack aimed at disrupting the operation of IT systems) andautomated attacks by network security equipment. These tools enable the real-time detection of malware and theanticipation of threats and intrusion attempts. Pursuant to the information systems security policy, any failures identifiedmust be the object of updates and/or remediation plans. These actions guarantee a cycle of continuous improvement in theprotection of information systems. The Group has taken out insurance covering the risk of cyberattacks.
The Group set up a team in charge of GDPR compliance. In terms of personal data protection, the Group’s GDPR policy
ensures, among other things, in its relationship with service providers - carrying out data transfers outside the EU - that they
sign Contractual Clauses Types compliant with the GDPR. Additional personal data protection measures are put in placethrough privacy protection and cookie management policies.
To ensure that its technological offering matches the needs of artists and labels, the Group set up a Product team tasked
with building a product offering covering the key points in the promotion cycle. This offer, designed around the Backstage
software package, among others, aims to support artists and labels in developing their audience and promoting their music.
The Group invests heavily in these areas with the aim of developing proprietary technologies that enable it to offer its
partners innovative functionalities.
The Group is constantly studying market trends and the expectations of artists and labels in order to improve this marketingproduct offering.

(1) Fraudulent technique intended to deceive the Net surfer into communicating personal data (login, password, etc.) and/or banking data.

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POTENTIAL IMPACTS ON THE GROUP

Risks related to cyberattacks
A breach of the Group’s IT security protocols or cyberattacks could lead to the theft of sensitive data: Group strategy,
financial position, commercial operations, and the personal data of artists and labels and Group employees.
The Group could be exposed to:●

the risk of administrative, criminal or financial sanctions;●a loss of confidence in the security of its IT systems by artists and labels and digital service providers.

Third-party intrusions into the Group’s IT systems could also impair its proper functioning. A third-party intrusion could
block access to the Group’s applications or cause service interruptions. Artists and labels would then be unable to accesstechnological platforms such as Backstage or TuneCore. The latter are essential for the Group to provide its Premium
Solutions or Automated Solutions. These events could have an adverse effect on the Group’s business, financial position,
reputation, results and outlook. Like all companies, the Group manages cyberattack attempts, but it has not been
confronted with any direct major incident leading to the interruption of its activities or to personal data leaks or changes.

Risks related to infrastructure reliability and the obsolescence of the Group’s technological offering
A lack of reliability in the IT infrastructure or applications on which the Group depends could cause a service interruption.
Such a situation could affect the continuation of the Group’s activities, its financial position and damage its reputation.

Risks related to managing the Group's rapid growth and external growth strategy
RISK DESCRIPTIONThe Group has experienced strong growth in its activities in recent years. Consolidated revenue rose from €441.4 million for
the fiscal year ending December 31, 2020 to €880 million for the fiscal year ending December 31, 2023. The average annual
growth rate (CAGR) over the period was 25.9%.
The management of the Group's operations, which it implements on an international scale, is becoming more complex, due
to the ever-increasing volumes of content made available to platforms. The Group generated 83.2% of its consolidated
revenue outside France over the fiscal year ended December 31, 2023. This trend is set to continue in the future, in line with
the Group's expansion strategy.
The Group's growth, both organic and external, requires the continuous adaptation of its operating processes, reporting andinternal control procedures. In a context of rapid growth, the Group may not be able to process all the data, particularly
financial data or data from sales reports provided by digital service providers. Such a situation could lead to decisions being
made based on incomplete and/or erroneous information.
In this context, the Group undertook on a recruitment process intended to strengthen its organization and support its
development. However, there is a risk to the Group’s ability to mobilize sufficient human and operational resources and toprioritize actions to achieve its operational objectives. Group employees may not be able to:●

manage growing complexity;●

deliver their projects on time and to the expected quality.

In order to maintain its growth and innovation capacity, the Group has made substantial investments, with no assurance
that it will receive a satisfactory return on these investments.
The Group's success in recent years has been, and will continue to be, based on a Central Platform operating model (seenotably Section 5.1.2.5 “The Group’s cost structure”, page 215 and Section 5.1.3 “Main income statement items”, page 217. The
Group recorded an increase in its Central Platform costs over the 2021-2023 period. These costs amounted to €78 million in
2023, representing 8.87% of revenue, down 74 basis points on 2022. The Group could encounter difficulties in implementing
this operating model if:

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the tools and processes developed by the Central Platform did not meet the relevant needs, in particular local needs;
the development costs of the Central Platform were too high and the tools developed proved too inflexible and notscalable enough (which might have been avoided with a local design and execution model);the teams, particularly local teams, were insufficiently trained to use these tools and implement these processes.

In recent years, and as part of its external growth strategy, the Group has made a number of targeted acquisitions that havecontributed significantly to the growth of its business (see in particular Sections 1.5.3. “Accelerate revenue growth through atargeted external growth strategy”, page 42 and 5.1.2.4 “External growth transactions”, page 214).
Thus, notably, the Group made the following acquisitions:●●music publishing group Sentric in the United Kingdom, and a catalog of music rights in India in 2023;
minority stakes in the labels Viva Music and Artists Group in the Philippines and Play Two in France and majority stakes in
the labels Jo & Co in France and Think Music in India in 2021;●

a majority stake in the DMC label in Turkey in 2020;●

several companies in India in 2019;●

Nuclear Blast and Groove Attack in Germany in 2018;

The Group intends to continue its development by making potentially significant targeted acquisitions, particularly instrategic countries and new services. The objective is for the Group to expand its geographical footprint and enrich its
offering.
In pursuing this external growth strategy, the Group may encounter the following difficulties:
●
●

●

●
●

●

●

the integration of new companies could lead to substantial costs, delays or other financial and operational difficulties;
the assumptions made in the business plans of acquired companies may prove incorrect, particularly in terms ofsynergies and performance;
the departure of a portion of the personnel of the acquired company; the violation of non-competition clauses, if any,binding them to the Group; or the emergence of disputes with them;acquisitions in a country that is not the Group's home country could involve increased risks;
the acquisition of new companies could generate unforeseen legal constraints, such as the emergence of liabilities larger
than those assessed during the acquisition's due diligence phase;recorded goodwill may be subject to impairment due to the occurrence of unfavorable future events. At December 31,
2023, the Group's recorded goodwill amounted to €141.2 million, of which €36 million(1) stemming from acquisitions
made over the fiscal year ended December 31, 2023;
in the context of equity investments, the emergence of disagreements with co-shareholders. Such disagreements could
affect the decision-making process and the conduct of business, or even give rise to legal disputes with the co-shareholders.

RISK CONTROL AND MITIGATION MEASURES

Several measures have been implemented by the Group to ensure that its resources and processes can keep up with thestrong growth of its activities. Monthly steering committees, and monthly (flash) and quarterly (in-depth) business reviews
have been set up. These measures are designed to review the achievement of objectives assigned to ongoing projects andprioritize action plans.
In order to guarantee a sufficient level of skills, several measures have been put in place such as:●●●a long-term recruitment plan targeting high value-added profiles;
training for new employees and for all employees throughout their careers in order to guarantee a high level ofexpertise;training of sales teams to make efficient use of the operational tools made available to them by the Group.

The Group ensures that its procedures and controls allow exhaustive processing of the data it receives in line with thegrowth of its activities. In this respect, the Group ensures that the size of the finance team is in line with its growth
challenges. The Group relies on industry-leading accounting and consolidation tools (notably Oracle Hyperion Financial
Management). The Group has strengthened its account closing processes, with the implementation of a rigorous closing
schedule and rigorous governance and methodology.

(1) Provisional goodwill.

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The Group follows an external growth policy with strict criteria regarding the strategic relevance and value of potential
targets. It also ensures that in-depth legal and financial due diligence processes are carried out on targets, with the supportof external advisors.
These processes can identify risks upstream (to the target and its environment) and define appropriate action plans toremedy them. These processes also include Know Your Customer compliance checks, to ensure that the values of future
partners match those of the Group.
In the event of an integration, the Group defines a governance structure that safeguards its interests and applies theGroup’s main procedures to the newly integrated entity. An integration department ensures the roll-out of the various target
operating models.
POTENTIAL IMPACTS ON THE GROUP

If the Group were unable to respond appropriately to these growth challenges it could have an adverse effect on its
business. Its financial position, results, development and outlook would also be impacted.
If the Group’s development strategy is not as successful as expected, its competitive position, profitability and growth could
be affected.

Risks related to relationships with artists and labels
RISK DESCRIPTION

The growth of the Group’s catalog and activities depends in particular on its ability to discover, attract and retain artists andlabels. The Group strives to offer them first-rate technological and human solutions adapted to their needs and competitive
remuneration structures. Identifying and signing high-potential artists or tier one labels enables the Group to strengthen its
brand image.
If the Group does not have access to external databases on artists and the tools to analyze them, the Group may not be able
to develop its catalog. The sales teams' access to external and internal databases enables them to qualify artist profiles andanticipate future successes.
The Group may not be able to get artists and labels to adopt its Premium Solutions offering. They might prefer to use theAutomated Solutions offering or service providers outside the Group for certain solutions. Such a situation could lead to adecrease in the Group’s profitability.
The Group faces competition from players, particularly the music industry majors, with greater financial and commercial
resources. The music industry majors have a competitive talent scouting strategy. This competition could limit the Group's
ability to attract top artists, historically targeted by the Majors, or local artists and independent labels. Indeed, the Majors are
increasingly seeking to position themselves in the segment of local artists and independent labels (see also Section 3.1.1“Risks relating to the Group's industry”, page 119).
The Group could have to deal with a change in listening habits, with users turning away from the local artists targeted by theGroup. Users could listen to more content produced by international artists. These are not a priority for the Group’s talent
scouting efforts.
The Group might be unable to provide its services to artists and labels to the requisite standards of quality. The Group may
therefore fail to insure:
●
●

●
●

the quality and reliability of the content ingestion and delivery process;failing to produce complete and accurate sales statements within contractual deadlines. The quality of sales statements
also depends on the quality of the information provided by the digital service providers themselves (see “Risks related torelationships with streaming and social media platforms”, page 128);
rigorous implementation of rights management and catalog protection measures;continuous provision of innovative technologies and development of the applications best suited to the needs of artists
and labels.

A lack of business expertise and know-how on the part of the Group’s sales and marketing teams could affect theattractiveness of the Group’s offering, consequently affecting its ability to create relationships of trust with artists andsupport their career development.

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The Group grants (non-interest-bearing) advances to certain producers, which are recovered in the longer or shorter termfrom the repayments to be made by the Group. This exposes the Group to the risk of not recovering these amounts if thevalue of sales is insufficient. The value of sales is reflected in the number of streams generated by these producers' content
made available on the platforms (see Section 1.2.3 “Believe is a global digital platform offering a high quality of service thanks to
its musical, digital and technological expertise”, page 15, for a description of the contractual mechanism for advances). Theseadvances, recognized as assets on the statement of financial position when paid, may also be subject to impairment, if there
is any doubt as to their recoverability.
Advances retained as assets are broken down into a current portion and a non-current portion. The current portion
corresponds to the portion that the Group expects to recover over the twelve months following the closing date.
Net unrecouped advances amounted to €258.6 million (of which €103.1 million for the current portion and €155.5 million
for the non-current portion) at December 31, 2023, compared with €178.5 million (of which €90.7 million for the current
portion and €87.8 million for the non-current portion) at December 31, 2022. The 45% increase in unrecouped advancesfrom 2022 to 2023 had an impact on the Group's working capital requirement, which rose from €(162.1) million for the fiscal
year ended December 31, 2022 to €(151.8) million for the fiscal year ended December 31, 2023 (see Section 5.3.2.5 “Working
capital requirement”, page 232). The increase in the amount of unrecovered advances over the last three fiscal years is due tothe growth of the Group’s activities. This increase is also due to its strategy to offer artists and labels more services. Advancepayments are one of the services offered to artists to support their career development. The Group intends to continue thisstrategy in the future, which will increase the amount of advances and increase the risk described above (see also Sections
3.1.4 “Financial risks”, page 133, and 5.3.2.1 “Presentation and analysis of the main categories of cash use of the Group”,
page 228).
Furthermore, the Group is required to pay over to artists and labels a percentage of the amounts paid by the streaming andsocial media platforms in exchange for delivering content. There is an uncertainty as to the timing and frequency of
producers’ demands for payment of these amounts.
The assumptions made by the Group for cash management are based on the historical observation of delays andfrequencies of payment requests to artists, which are relatively constant over time.
Lastly, the Group could be held liable for the content it distributes, including content distributed online.
RISK CONTROL AND MITIGATION MEASURESThe Group strives to offer labels and artists the technological and human solutions that best meet their needs andguarantee transparency in their remuneration. The Group has set up an automated contracting solution to ensure that theagreements signed with each artist meet the standards of its contractual policy.
With regard to the content made available, the Group makes every effort to carry out a prior check of the content. These
controls aim in particular to ensure that any illegal content is not distributed or can be removed promptly. Examples ofillegal content include infringing or racist content or content that incites violence.
In addition, the Group maintains a large and diversified base of artists and labels. During the fiscal year ended December 31,
2023, the Group estimates that it generated less than 10% of its revenue from digital sales with its top 10 producers.
POTENTIAL IMPACTS ON THE GROUP

The occurrence of these risks could lead the Group to offer an unsuitable or inadequate service, thus limiting its ability to
attract new artists and labels. The occurrence of these risks could expose the Group to a risk of being in breach of contract
with its existing artists and labels. This could lead to the Group being held liable and to the payment of damages to theartists and labels. In addition, these amounts may not be covered by the Group’s insurance policies.
If the Group were unable to pay advance amounts that met producers’ expectations, this could affect its ability to attract
new producers.
The occurrence of these risks could call into question the attractiveness of the Group’s offering and/or its profitability.
The Group faces risks related to the distribution of illegal content. The Group could be required to remove or have suchcontent removed or face civil and/or criminal penalties. More generally, the Group’s reputation could be affected byunlawful or unethical conduct by the artists or labels with which it works.

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Risks related to relationships with digital service providers andsocial media platforms
RISK DESCRIPTIONThe Group is dependent on a limited number of streaming and social media platforms. Over the fiscal year ended
December 31, 2023, the Group generated 68% of its revenue from three digital service providers, accounting for 28%, 31%
and 9% of consolidated revenue respectively. Even though the Group's positioning in its main markets means that it holds
catalogs that are essential to a complete offering by the platforms, this situation limits the Group's ability to negotiate
favorable terms with these platforms, notably in terms of the amounts due to the Group. The Group is exposed to a risk ofsignificant loss of revenue if the contract is terminated early or not renewed at maturity. Contracts with streaming and social
media platforms are generally concluded for periods of two to three years. Contracts may be terminated in advance byeither party in the event of a serious breach of contract (see Section 1.2.3 “Believe is a global digital platform offering a highquality of service thanks to its musical, digital and technological expertise”, page 15).
Streaming and social media platforms could review artists’ compensation models when their contracts are renewed. Thesemodels could become less favorable to the Group’s artists, and have a negative effect on the Group’s revenue.
The effectiveness of the Group’s process for processing payments received from platforms depends in part on the reliabilityof the sales reports received from the platforms. The Group has little control over the accuracy and exhaustiveness ofplatform sales reports. Imprecise or inaccurate reports could affect the Group’s ability to pay artists and labels the amounts
actually due. Such a situation would impact the accounting treatment of the Group’s revenues.
If fraud is suspected, the Group has limited contractual means to challenge the legitimacy of content withdrawals decided by
the digital service providers. The Group could be exposed to an unjustified removal of content. This would negatively affectits revenues and its relationship with the artists or labels concerned.
Streaming or social media platforms may refuse some of the content offered by the Group if it was already available inanother version on the platform in question. The refusal may also be related to an incompatibility of the content with theeditorial policy of the digital service provider concerned.
A significant portion of the content listened to on digital service providers' platforms comes from playlists created andupdated by the service providers. These playlists are largely created automatically on the basis of proprietary algorithms.
The distribution and visibility of the Group’s catalog on the platforms are dependent to a certain extent on these algorithms.
The Group may not be able to quickly and sufficiently adapt its tools and processes to changes in the technological andoperational requirements of the digital service providers. These requirements concern in particular the policies for:●management of user-generated content;●

control of video content quality control processes;●

respect for intellectual property rights;●

detection of illegal and inappropriate content.

If the Group is unable to make these adjustments, it could affect its ability to fulfill its contractual obligations with regard to
the digital service providers. More generally, such a failure would affect the Group’s ability to acquire new market share.
RISK CONTROL AND MITIGATION MEASURES

To limit the consequences of its dependence on the main digital service providers, the Group devotes significant resources
to maintaining a good relationship with these service providers. In particular, the Group makes sure its technologicalsolutions meet the requirements of the service providers as well as possible. The Group also ensures that the content
offered is in line with their editorial policy. Competent contacts have been identified within the Group who can respondquickly to any questions or operational difficulties raised by the service providers.
The Group has set up a process for validating content before it is delivered to the platforms. There is a dedicateddepartment, which draws on a database to detect any content without valid rights.
With regard to the risk of inaccurate sales reports received from digital service providers, the Group has implemented
analytical review and consistency checking processes. The Group endeavors to include audit clauses in its contracts, allowing
it to verify the information sent with the service providers, under certain conditions.
The Group employs processes aimed at analyzing platform algorithms. These analyses aim to anticipate the potential
positioning of content from the Group's catalog in the platforms' playlists.

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POTENTIAL IMPACTS ON THE GROUP

The occurrence of such events could have a material adverse effect on the Group's business, financial position, results,
outlook or reputation. Any inability to identify and anticipate platform content requirements could adversely affect theGroup’s operational efficiency. Serious and repeated breaches of its contractual obligations could prevent the Group frommaintaining its status as a preferred partner with some digital service providers. These breaches could even constitutegrounds for termination of the contract. Such a situation would affect the Group’s revenues and could call into question its
ability to develop, support and promote artists.

Risks related to the Group’s international development
RISK DESCRIPTIONAt December 31, 2023, the Group had a commercial presence(1) in over 50 countries, including markets where streaming
penetration remains low (see Section 1.3.1 “The digital recorded music market is growing strongly”, page 26). As part of its
growth strategy, the Group intends to continue developing its activities in its market.
In general, the development of the Group’s international activities presents a number of risks, including:
●

●

●

●

exposure to various legal regimes offering varying degrees of protection in terms of intellectual property rights. In somecountries where the Group operates, copyright regulations and regulations governing the activities of distribution
platforms are relatively new. The case law in this area is thus underdeveloped and therefore subject to change. Certain
restrictive regulations with regard to the protection of personal data and the control of rights could affect the Group’s
ability to exploit its rights. Such regulations could increase the risk of litigation. In some jurisdictions, including mature
markets, copyright identification is ineffective, thus increasing the risk of litigation (see Section 3.1.5 “Legal risks”,
page 135);difficulties in enforcing contracts or court decisions or difficulties in collecting amounts owed. The Group could also facedifficulties in enforcing, or complying with, unclear or ambiguous legal provisions;reclassification, by local authorities, of independent consultants with whom the Group contracts in various countries as
employees. Such reclassifications could lead to the application of social security contributions and withholding taxes;
difficulties in recruiting or retaining employees.

In addition, some countries, particularly growing markets, have specific risks including:●●foreign exchange control measures;
limits on the payment of dividends or any other payment from foreign subsidiaries. The introduction of withholding tax
or any other taxes based on payments or investments made by foreign subsidiaries. In general, any other restriction
imposed by public authorities that may lead the Group to resort to external financing;●

relative economic, social and political instability and increased risks in terms of corruption and business ethics;●

the well-being, mental health and safety of artists, labels and employees;●

nationalization or expropriation of private property (expropriation without adequate compensation);●

customs duties, protectionist measures and licensing requirements in order to operate;●

large fluctuations in interest and exchange rates;●

the risk of sanctions in some countries;●

acts of terrorism.

Russia-Ukraine crisis
The Believe Group, through its Russian subsidiary, is exposed to the consequences of the Russian-Ukrainian crisis in two
ways. On the one hand, via the current and future economic sanctions applied against Russia. And on the other hand via theimpacts of this crisis on the growth prospects of the Russian market and their possible repercussions for global economic
growth.
As for all companies with operations in Russia, the Group could be affected by the restriction on currency transactions, theeconomic effect of the devaluation of the ruble and difficulties regarding liquidity circulation.

(1) The Group has a commercial presence in countries where it has employees or external consultants.

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RISK CONTROL AND MITIGATION MEASURESThe Group’s international development strategy enables it to dilute its risk because its presence is not concentrated in asingle country or geographical area. It also allows the Group to offset any impacts between countries and geographical areasof development. Much of the Group's cash inflows and outflows are centralized at global level, enabling effective
management of the business. Although it operates in more than 50 countries, the vast majority of the Group’s transactions
are carried out in a limited number of currencies, which makes it easier to manage foreign exchange impacts.
International development is at the heart of the Group’s strategy, which seeks to develop local music operations and talentaround the globe.
In this context, the Group has set up dedicated programs to monitor and control risks related to legislative and regulatorychanges (see Section 3.1.5 “Legal risks”, page 135).
The Group relies on local teams who are experts in their sector. They are supported and monitored using standardized tools
and processes developed by the Central Platform and supervised by regional and local teams. For example, the Group’s HR
tools are used in all countries. Teams benefit from the Group's training programs, as well as from programs designed tosupport their career development. The Group ensures that its values are shared with local teams through its Shaping Musicfor Good CSR programs. Compliance programs, which include rules on ethics, anti-corruption and conflicts of interest,
ensure that common rules are respected.
The Group is carefully monitoring developments in the Russian-Ukrainian crisis, so as to be in a position to take swift
decisions in the event of a change in sanctions. To this end, surveillance was set up to monitor the situation in Russia andUkraine, as well as changes in local regulations, as well as international regulations and sanctions. The Group calls on an
external service provider to assist it in this monitoring and in complying with international sanctions that may be imposedon banks, companies or individuals. The Group is also implementing stricter internal “Know your customer” rules for thesehigh-risk territories.
POTENTIAL IMPACTS ON THE GROUP

The Group’s activities are not concentrated in a single country. However, the occurrence of unfavorable events orcircumstances in one or more countries in which it operates could have an adverse effect on its results and prospects.

Risks related to fraud, corruption and ethics
RISK DESCRIPTION

Fraud
As part of its business activities, the Group is exposed to several types of fraud, including(1):
●

●

●
●

●

streaming fraud, consisting in the generation of fictitious streams of content by a producer client of the Group. The aimof this type of fraud is to increase the outpayments due by digital service providers, or to artificially improve ranking in
the various playlists. The Group’s ability to take action against this type of fraud depends in part on the reliability of thereports received from digital service providers. The Group has little control over the accuracy and exhaustiveness ofthese reports, which may be drawn up using different methods depending on the platform concerned (see notably
Section 3.1.2.”Risks related to relationships with digital service providers and social media platforms”, page 122);
digital piracy (see also Section 3.1.5 “Legal risks”, page 135) or online extraction (stream ripping(2)) concerning the content
in the Group’s catalog;
disclosure of the Group’s catalog content, prior to its official release, by a third party or a person within the Group;
collusion between an artist of the Group and one of its employees so that the employee gets part of the advance paid tothe artist. Fraudulent collusion may lead to a system of kickbacks. Collusion could take the form of a conflict of interest.
An employee of the Group could be involved in the career development of a Group artist as manager, publisher or
producer for example. This employee would thus benefit from the contract signed with the Group;
payment fraud, whereby third parties could use fraudulent means to modify the bank details of labels and artists. Thechange in bank details would result in the misappropriation of amounts paid by the Group to labels and artists.

(1) The types of fraud are ranked by decreasing order, in terms of probability of occurrence.
(2) The fraudulent practice of using converters to record a copy of legally streamed content.

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Corruption and ethics
In certain countries, the Group may face risks related to corruption.
The Group's CSR policy specifically addresses the promotion of ethics, the prevention of corruption and the fight against
corrupt practices. This policy is at the heart of the Group's development strategy (see Section 2.3 “An ethics and deontologicalsystem as close as possible to employees, artists and labels”, page 67). Any breaches in terms of ethics and corruption could
therefore affect the credibility of this policy in the eyes of Group employees and third parties alike. Such breaches could
damage the Group’s reputation and development strategy.
In the normal course of its business, the Group may be involved in a number of legal, administrative or arbitration
proceedings. As of the date of this Universal registration document, the Group is not aware of any governmental, legal or
arbitration proceedings that have had, or could have, a significant impact on its profitability.
RISK CONTROL AND MITIGATION MEASURES

The main platforms have considerably increased their efforts to detect streaming fraud in recent years, and now report any
anomalies detected to the Group. In addition to the demonetization of content, a number of platforms initiated, in 2023, achange in the distribution of the royalty pool, or in certain cases a financial penalty in the event of a repeat offense, whichshould nullify some of the benefits resulting from the fraud. In the event of suspected fraud, the Group blocks payment tothe artists and labels concerned of outpayments relating to fraudulent streams. The Group carries out awareness-raisingand training initiatives for producers in the field of artificial streaming.
With regard to the risk of payment fraud, the Group has outsourced its most sensitive payment processes to a global
specialist in online financial services. This provider counts world leaders in e-commerce among its customers, andimplements processes to identify counterparties. As part of this verification process, the bank details of the artists and labels
to which the Group pays payments are checked.
The Group set up fraud awareness-raising training programs for its employees. Through this training, the Group seeks toprevent both internal and external fraud attempts. The Group also conducts simulations of phishing attacks to improve
employee reactivity and the escalation of ad hoc alerts.
The Group, notably via its Compliance team, pays strict attention to ensuring that its procedures and employee practices
comply with applicable regulations(1). The Group thus rolled out Ethics and Anti-Corruption Codes in more than 10
languages, along with associated training courses, and raises employee awareness of the whistleblowing system(2). The
Codes and the whistleblowing system are available on the Group's website: https://www.believe.com/ethics-compliance.
These actions fall within the framework of the measures put in place in accordance with the law of December 9, 2016 ontransparency, the fight against corruption and influence peddling and the modernization of economic life (known as the“Sapin II” law).
POTENTIAL IMPACTS ON THE GROUP

Fraudulent practices could affect the Group’s ability to ensure the integrity of transactions and payments with artists andlabels. This could negatively impact the quality of its services, or the perception of the quality of its services by artists andlabels. They also reduce the remuneration of legitimate artists and have an adverse effect on the Group’s results andbusiness.
Some platforms supplement their systems to combat artificial streaming with financial penalties which are applicable tocontent owners. If these penalties could not be attributed to the producers concerned, they could have an adverse effect on
the Group’s results, business, reputation, financial position and outlook.
The Group cannot guarantee that its employees, suppliers, subcontractors or other partners comply with the requirementsthat the Group imposes on itself and with the regulations in force. If it were unable to enforce its anti-corruption policies andprocedures, the Group could be subject to civil and criminal sanctions. The Group could even be excluded from certain
markets.

(1) The obligations of Group employees in terms of compliance with applicable laws and regulations are set out in Part 3 “General Ethics
Principles” of the Code of Ethics and in Part 2 “Rules to respect and behaviors to avoid” of the Anti-Corruption Code.
(2) Reporting channel enabling employees to confidentially alert Management of acts contrary to the law, the internal rules of an organization orits code of conduct. The Group’s whistleblowing system is presented in Section 3.2. “Right to notify” of the Anti-Corruption Code.

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Main risk factors

3.1.3 Risks related to the Company
Risks related to human capital and its development (management team including
the Chairman and Chief Executive Officer and recruitment and retention ofexperienced employees)
RISK DESCRIPTIONThe Group’s success and future growth notably depend on the performance of its management team, working with
Mr. Denis Ladegaillerie, Chairman and Chief Executive Officer and founder of the Group.
In the event of an accident or the departure of one or more of these key people, the Group may not be able to replace themquickly. Such a situation could affect the Group’s operational performance. In the event that its executives, founders or key
employees join a competitor or create a competing business, the Group could be adversely affected.
The Group provides high value-added technological and human services that require solid industry expertise. The success of
the Group’s activities also depends on its ability to identify, attract, train, retain and motivate experienced employees(1). Its
success also depends on its ability to capitalize on solid industry knowledge and high-level skills. The attrition rate(2) among
Group employees was 13.9% for the fiscal year ended December 31, 2023 (see Section 2.4.2 “Believe employees in key figures”,
page 71). It amounted to 16% for the fiscal year ended December 31, 2022. The attrition rate is related to the Group's
growth, which entails rapid changes in organization and skills. It is also related to tensions in the labor markets and thescarcity of skills. The Human Resources team continues to reinforce its actions to attract, retain, hire, support and develop
the loyalty of employees. If the Group were unable to limit its attrition rate, this could affect the relationship of trust createdwith artists and the development of an attractive employer brand (see Section 2.4: “Employees at the heart of Believe’s businessmodel and of Shaping Music for Good”, page 69).
The Group faces stiff competition for the recruitment of experienced employees and senior executives. Competitors may
have significant financial resources and may capitalize on the reputation of their employer brand with potential candidates.
The Group is thus faced with competition from players in the music industry in general. It also competes with leading
technology companies in the recruitment of developers. As a result, the Group may not be able to attract, integrate or retain
a sufficient number of qualified employees or experienced senior executives. Such a situation could harm its business anddevelopment strategy.
The development of the Group’s business requires the acquisition, maintenance and renewal of skills in line with market
evolutions and expectations. The Group may not be able to find qualified candidates or train its staff in the technologicalsolutions it provides. It may also face difficulties in recruiting and training the executives it requires in the regions orbusiness lines where it is active or wishes to develop.
During this inflationary period, the Group could encounter difficulties in recruiting and retaining qualified personnel on
financial terms that are attractive for the Group. Such a situation would represent a risk of increased payroll costs and a
decline in the quality of the products it develops.
RISK CONTROL AND MITIGATION MEASURESIn order to limit the risk of departure of its experienced employees, the Group implements a structured bonus policy. This
policy is based on objectivity and fairness and aims to align compensation and individual performance. The Group also
conducts regular reviews of compensation and benefits in order to guarantee a competitive level of compensation. As partof its CSR policy, the Group also strives to support the development of its employees throughout their careers.
The Your Voice social barometer, carried out annually, measures the various dimensions of employee commitment andsatisfaction worldwide. Following this survey, actions are taken by management to meet employee expectations (see Section
2.4.8 "Ensuring continuous dialogue with the teams and measuring the level of commitment and satisfaction" page 84).
The Group offers its employees a wide range of training and coaching programs. The Group's objective is to offer its
employees the best possible experience and an attractive working environment. The Group oversees the quality of its
training programs and ensures that content and teaching methods are in line with market expectations and new practices.
The training rate is monitored annually as part of the Group's CSR indicators. Measures put in place to limit human capitalrisks and improve the working environment are described in Section 2.4 “Employees at the heart of Believe’s business modeland of Shaping Music for Good”, page 69.

(1) In some countries, the Group relies on the expertise of more than 200 external consultants. The Group is exposed to risks related to its ability tomaintain a contractual relationship with these consultants. These risks are similar to those presented in Section 3.1.2.
(2) Calculation of the attrition rate: total number of permanent headcount departures/Average permanent annual headcount.

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In recent years, the Group has taken great care to strengthen its management team. In order to avoid the risk of departureof members of its management team, the Group associates them with its long-term success and performance.
Before its IPO in June 2021, the Group created share subscription warrants (BSA) and founders’ share subscription warrants(BSPCE).
Since its IPO, the Group has set up free performance share programs. The allocation of these free shares encourages thebeneficiaries to register their shares over time and represents a significant portion of executive compensation. The vestingof shares is subject, on the one hand, to a condition of presence in the Company for the entire duration of the vesting period
and, on the other, to the achievement of long-term performance criteria assessed over a reference period averaging 3
years.
The Group intends to continue to involve executives in the success and performance of the Group, with the implementationof these long-term management incentive plans (notably based on free shares) (see Section 4.6.4.4 “Principles and rules used
for the allocation of free shares”, page 205).
In addition to its executives, the Group involves all its employees in its future development, providing a retention tool tobuild loyalty. To this end, Believe set up its first employee shareholding plan in 2022. This offer was reserved for employees
participating in the Group Savings Plan and the International Group Savings Plan in no fewer than 6 countries, by way of acapital increase. By the end of the offer, almost a third of Group employees had become shareholders. No such transaction
took place in 2023.
Furthermore, pursuant to the AFEP-MEDEF Code to which the Group refers in terms of corporate governance, the Groupdraws up and regularly updates succession plans with a variable timeframe for members of management to offset any
vacancies and/or departures (see Sections 2.4.4.4 “Implementing strategic talent development and succession plans”, page 76
and 4.3.4 “Succession plans”, page 186).
POTENTIAL IMPACTS ON THE GROUP●

The development of human capital is a key factor in the Group’s development. If the Group fails to meet thesechallenges, it could face an adverse effect on its results, prospects and reputation as an employer.

3.1.4 Financial risks
Liquidity and counterparty risks
RISK DESCRIPTION

Liquidity risk is the risk of not having funds needed to meet commitments at maturity. This includes, on the one hand, therisk that, if necessary, advances to certain artists may not be recovered quickly. On the other hand, it includes the risk ofearly repayment of commitments to producers or the risk of an inability to access credit on satisfactory terms.
The Group grants (non-interest-bearing) advances to certain producers, which are recovered in the longer or shorter termfrom the repayments to be made by the Group. The Group is thus exposed to the risk of not being able to recover theseamounts if the value of sales is insufficient. The value of sales is notably reflected in the number of streams generated bythese producers' content made available on the platforms (see Section 1.2.3 of this Universal registration document for a
description of the contractual mechanism for advances). These advances, recognized as assets on the statement of financial
position when paid out, may also be subject to impairment if there is any doubt as to their recoverability.
Advances retained as assets are broken down into a current portion and a non-current portion. The current portion
corresponds to the portion that the Group expects to recover over the twelve months following the closing date. Net
unrecouped advances amounted to €258.6 million (of which €103.1 million for the current portion and €155.5 million for the
non-current portion) at December 31, 2023, compared with €178.5 million (of which €90.7 million for the current portionand €87.8 million for the non-current portion) on December 31st, 2022.
The 45% increase in unrecouped advances from 2022 to 2023 had an impact on the Group's working capital requirement,
which rose from €(162.1) million for the fiscal year ended December 31, 2022 to €(151.8) million for the fiscal year ended
December 31, 2023 (see Section 5.3.2.5 “Working capital requirement”, page 232). The increase in the amount of unrecovered
advances over the last three fiscal years is due to the growth of the Group’s activities. This increase is also due to its strategy
to offer artists and labels more services. Advance payments are one of the services offered to artists to support their careerdevelopment. The Group intends to continue this strategy in the future, which will increase the amount of advances andincrease the risk described above (see also Sections 3.1.4 “Financial risks”, page 133, and 5.3.2.1 “Presentation and analysis of
the main categories of cash use of the Group”, page 228).

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The Group is required to pay to artists and labels a percentage of the amounts paid by the digital service providers in
exchange for delivering content. There is an uncertainty as to the timing and frequency of producers’ demands for paymentof these amounts. The Group's cash management assumptions are based on a relatively stable working capital requirement(see Section 5.3.2 “Cash position and cash flows”, page 228). These assumptions are based on the observation of the historicaltiming and frequency of payment requests to artists, which are relatively constant over time.
In a crisis context, the Group may not be able to obtain (or obtain under unacceptable terms) the financing or refinancing
necessary for its growth.
Concerning counterparty risk, the Group may be exposed to the default of one of the bank counterparties that manages its
cash or currency swaps.
The Group is a creditor of streaming and social media platforms, which must pay for the content it makes available to them.
The payment period for the amounts paid under the Group’s main contracts is generally between 30 and 60 days following
receipt of the invoice or the end of the calendar month of the current period (see Section 1.2.2 “Its positioning in the industry
value chain puts Believe at the core of the digital music revolution”, page 13).
RISK CONTROL AND MITIGATION MEASURES

Advances to artists and labels are subject to a strict analysis and validation process. The objective of this process is to ensure
the validity and consistency of the amount to be granted. The Group also monitors the recovery of advances granted toartists and labels on a regular basis.
The Group uses leading financial institutions for its cash investments and swaps. It therefore considers that it does not bear
any significant counterparty risk on its cash or financial instruments. The Group regularly monitors receivables fromstreaming and social media platforms.
POTENTIAL IMPACTS ON THE GROUP

If the Group were unable to grant a volume of advances in line with expectations, this could affect its ability to attract new
artists and labels. The Group is under no contractual obligation to artists and labels to grant advances.
The Group is also exposed to the risk of default of one or more streaming and social media platforms. These platforms may
not pay the amounts due or may pay them outside the deadlines provided for in the contract entered into with the Group.
The occurrence of these risks could call into question the attractiveness of the Group’s offering and have a material adverse
effect on its results and outlook.

Risks related to foreign exchange rates
RISK DESCRIPTIONThe Group conducts a significant portion of its business on the international stage. As a result of its exposure to currencies
other than the euro, it is therefore subject to foreign exchange risk mainly in respect of its operations. The euro is thefunctional currency of the Company and is used for the presentation of the Group’s consolidated financial statements.

Transaction riskThis risk arises from the existence within Group companies of receivables or payables denominated in a currency different
from the functional currency of the subsidiary.
In order to assess this risk globally, short-term payables (liabilities) and receivables (assets) (including cash pooling) incurrencies other than the functional currency of the subsidiary.

Financial exchange rate risk
As no subsidiaries carry substantial external bank debt denominated in a currency other than their functional currency, thisrisk is not considered material.
Fluctuations in exchange rates could also have an impact on the amounts paid to the Group by digital service providers. The
digital service providers invoice their end-users for subscriptions in local currencies and this amount is then converted (e.g.
into euros) in accordance with the applicable contractual provisions. The exchange rates applied for conversions are revised
regularly in view of market rates. The local currencies in which subscriptions are charged by the platforms to their users
could depreciate (or appreciate) against the contractual currency (for example, the Euro). As a result, the converted revenue
base used to calculate the amounts to be paid to the Group would be reduced (or increased). Such a situation would reduceor increase the amount of payments received by the Group and consequently its revenue.

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Main risk factors

RISK CONTROL AND MITIGATION MEASURESThe Group has implemented a foreign exchange risk hedging policy by taking mirror asset/liability positions for certain
currencies, thus limiting its exposure to transaction risk.
POTENTIAL IMPACTS ON THE GROUP

Analysis of the sensitivity of the net foreign currency risk exposure
See Note 8.2 – Management of financial risks on page 283 for a presentation of the sensitivity analysis of net exposure to
currency risk in the main currencies and an analysis of the impact of a 5% change in each currency versus the euro.

3.1.5 Legal risks
Risks related to intellectual property rights
RISK DESCRIPTION

The success of the Group’s business depends in particular on its ability to grow and protect its content catalog. If themeasures deployed by the Group to protect its content rights were to prove inadequate, third parties could use its content
without its authorization. Such a situation could affect the Group’s ability to profitably exploit its catalog and retain artists
and labels. The Group might also have to bear significant legal costs to end the unlawful use of its rights. The Group could
be sued by the beneficiaries (see also Section 1.3.2.1 “Regulations relating to literary and artistic property”, page 31).
The content made available by the Group under contracts may include works produced by artists who are not parties tothese contracts. The Group cannot ensure that the licenses and authorizations to use these works were granted to the
producers with whom the Group has established a contract.
Some rights holders may not be declared by the artists and labels whose content the Group sells. The Group could be held
liable for copyright infringement by undeclared copyright owners. They could also sue the platforms that distributed thecontent. The platforms would then seek the Group’s liability through a cascade effect with the contractual relationships
among them.
The litigants could seek damages from the Group and the removal of the content in question. Such actions, or evenallegations of copyright infringement by the Group, could damage the Group’s reputation. This risk is particularly heightenedin the United States of America, a country in which the Group operates. The amount of damages that the Group could beordered to pay by the local courts could be significantly higher than in Europe. In addition to compensation for the damage
suffered, these could include punitive damages the amount of which can be directly set by law (statutory damages). Punitive
damages can amount to up to $150,000 for each piece of content whose rights have been infringed. The Group’s insurance
policies may not cover all the indemnities that the Group may be required to pay.
Uses in the United States place the onus on producers or distributors of phonographic recordings to identify the owners ofmechanical reproduction rights in the works included in these recordings. Producers or distributors of phonographic
recordings must obtain and pay for the licenses to these rights when the recordings are distributed by way of downloads(and not only by way of streaming). It should be noted that the content made available by the Group is mainly distributed bystreaming on the platforms. For the Group, downloading is a minority distribution format, used particularly in the UnitedStates. The Group uses external service providers to identify the right holders able to provide these licenses. The Group isthus exposed to the risk that certain rights holders may not be identified. It should be noted that, in almost all othercountries, this responsibility lies solely with the platforms offering music recordings to end users. The same is true of musicstreaming in the United States.
The generalization of generative artificial intelligence (generative AI) tools could increase the volume of content submitted to
the Group by labels and artists. As a result, the Group could be more exposed to the risk of distributing non-authentic
content entirely generated by artificial intelligence, or of using the works of third parties that infringe copyright.

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Main risk factors

In the normal course of its business, the Group may be involved in legal, administrative or arbitration proceedings,
particularly with regard to intellectual property. As of the date of this Universal registration document, the Group is notaware of any governmental, legal or arbitration proceedings likely to have had, or that could have, a significant impact on its
profitability. In view of the uncertainty inherent in the procedure for verifying the holders of mechanical reproduction rights,
the Group could be subject to claims. Proceedings of this type are frequent in the United States. This risk is increased incertain countries where the Group may use intermediaries to make its catalog available to local platforms. The Group is thus
exposed to the risk that these intermediaries will not take adequate measures to safeguard the catalog and associatedcopyrights.
Digital piracy is an illegal use of the Group’s intellectual property rights and content. Digital piracy deprives the Group of therevenue it could derive from the legal use of these rights and content, in particular if:●

it was unable to obtain appropriate legal enforcement in the event of illegal use of the rights and content it represents;●

it was unable to put in place the resources to protect its rights against digital piracy, or;●public authorities failed to continue implementing anti-piracy measures.

The Group’s business depends on its ability to protect its own intellectual property rights (trademarks, software, domainnames, know-how and trade secrets). Protection efforts may be insufficient or ineffective in preventing acts of infringement orunauthorized use by third parties. For example, the trademark registration strategy may be insufficient in certain countries inwhich the Group operates. Third parties could oppose the registration of new trademarks, which would weaken the Group’s
reputation in the geographical areas concerned. Insufficient protection of the Group’s sensitive and strategic information could
cause it to lose its competitive advantage resulting from its know-how and trade secrets. The Group’s activities on the Internet
may also increase the risk of data theft or reverse engineering of technology platforms.
RISK CONTROL AND MITIGATION MEASURES

To limit the risk of infringement by a third party of its intellectual property rights, the Group has implemented strictmechanisms to identify the chain of rights holders. These mechanisms are applicable as soon as contracts with artists andlabels are signed. The contracts include stipulations limiting the Group’s liability in the event of an alleged infringement ofrights.
The Group has put in place mechanisms for the rapid removal of disputed content. This process tends to limit the Group's
accountability in the event of an alleged infringement of their rights by third parties.
The guarantees are given by the producer, enabling the Group to hold it liable if the Group were to be sued by rights
holders.
The Group is seeking to automate its processes for identifying, handling and following up on claims of alleged intellectual
property right infringement. The Group is considering and testing the adaptation of its processes with the arrival of newtechnologies such as generative artificial intelligence (generative AI).
POTENTIAL IMPACTS ON THE GROUP

Said events could have a significant adverse effect on the Group’s business, financial position, reputation, results andprospects.

Risks related to regulations and their evolution
RISK DESCRIPTIONThe Group’s activities are subject to a number of regulations in the various countries where it operates. The Group is subject
to regulations relating to stock market law, intellectual property, the liability rights of technical and e-commerce
intermediaries, and to personal data and ESG regulations. A description of the regulations applicable to the Group’s activities
is presented in Section 1.3.2 “The Group operates in complex legislative and regulatory environments”, page 30.
Insufficient knowledge of local regulations or a lack of methodology for monitoring local regulatory changes would have an
impact on the Group. Such situations could call into question the Group’s ability to identify the specific features of local
regulations and comply with them.
The Group operates in the digital sector, where the regulatory framework is in the process of being structured and subject
to numerous and rapid changes. The Group will have to adapt to these regulatory changes in order to continue developing
its business in compliance with applicable regulations. The “Copyright” Directive adopted in 2019 and the draft European
regulations known as the “Digital Services Act” and the “Digital Market Act” are recent examples of legislative developments.

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Changes in regulations could increase stakeholder expectations in terms of sustainability and environmental commitments.
This is notably the case under the CSRD (Corporate Social Responsibility Directive), a new European directive on CSR due tocome into force in 2024. Any failure, or perceived failure, by the Group to meet its public ESG commitments to comply fully
with developing interpretations of ESG laws and regulations, or to meet the changing and varied expectations and standardsof stakeholders, could damage the Group's brand and reputation, and adversely affect the company's relationship with its
stakeholders. Achieving such compliance could entail additional costs for the Group, which must comply over a three-year
period, or even anticipate new regulatory requirements for its entire value chain.
RISK CONTROL AND MITIGATION MEASURESThe Group’s Legal Department regularly monitors changes in local regulations to ensure the compliance of the Group’s
activities. This work is carried out with the operational departments and subsidiaries, but also in cooperation with local legal
advisors.
The Group strives to apply a shared compliance policy across all its subsidiaries. Notably, it seeks to define internal “Knowyour customer” rules for carrying out checks and collecting the necessary documents from the labels and artists with whom
it has contractual agreements. These checks are carried out on the basis of a risk assessment specific to each contract.
With regard to stock market regulations, the Group has established a stock market code of ethics. The objective is to draw
the attention of its employees to the principles in force in terms of stock market ethics and the need to comply with them.
The Group has set up an Investor Relations Department in charge of drawing up a timetable summarizing its financial
communication obligations. This timetable notably includes the periods during which no transactions on Believe share must
be carried out by persons appearing on the list of insiders. The Group has set up an internal and financial control procedure(see Section 3.2 “Risk management and internal control system”, page 139) to ensure compliance with stock market regulationsin terms of accounting and financial reporting.
Under the aegis of the Board of Directors, the CSR and Commitment Department also set up a working group dedicated tothe changes and impacts of future CSRD regulations, including on climate issues.
POTENTIAL IMPACTS ON THE GROUP

A change or strengthening of the regulatory systems applicable to the Group’s activities could result in additional costs orinvestments for the Group. These additional costs could have a significant adverse effect on the Group’s business, results,financial position and prospects.
Protectionist regulatory changes in countries where state control of economic activities is significant, could limit the Group’s
ability to continue its development.
If the Group were unable to identify the regulatory changes applicable to its activities, it would be exposed to a risk of
breach of the applicable provisions. The Group could then be exposed to criminal, administrative and/or financial sanctions.
The sanctions would have a significant adverse effect on the Group’s business, results, reputation, financial position andprospects.

Risks related to applicable taxation regimes and their changes
RISK DESCRIPTIONThe Group is subject to complex and changing tax legislation in the various countries in which it operates. As a result of its
international activities, it is subject to rules relating to transfer pricing, permanent establishments, and value-added tax andother ancillary indirect taxes. These rules can be particularly complex and subject to differing interpretations. Changes in tax
legislation and its interpretation could have a significant adverse impact on its tax position and effective tax rate. The same
applies to the amount of taxes and other mandatory levies to which the Group is subject.
The rapid development of the global digital economy is leading public authorities to adapt or consider adapting the tax
regime applicable to the digital sector. The Group could thus be subject to rapid and unpredictable changes in tax legislationin the countries in which it operates.
In France, a tax on digital services (known as the “GAFA” tax) came into force in July 2019, as well as a tax on music streamingfrom 2024. Although these taxes do not apply directly to the Group, they do impact certain streaming and social media
platforms to which the Group makes content available.

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Risk factors and risk management
Main risk factors

Equally, a reform of the international tax architecture was agreed by more than 135 countries and jurisdictions in October
2021. This reform is built around two pillars. The first pillar aims to implement a new right to tax the profits made by someof the largest multinational companies. The second pillar provides for the introduction of a global minimum effective tax
rate of 15%. At European level, the second pillar was adopted by a directive dated December 15, 2022 and must betransposed into the laws of the Member States by December 31, 2023 at the latest, with a view to its first application in 2024.
In France, it was transposed by the Finance Act for 2024. It cannot be ruled out that this reform could have an impact on theGroup’s taxation or have a negative impact on the activities and taxation of the platforms on which the Group makes
content available, which in turn could have a significant adverse effect on the Group’s business, results, financial positionand prospects.
Furthermore, flows related to the Group’s activities, and in particular outgoing flows, mainly corresponding to payments
made by the Group to artists and labels whose content is made available to digital service providers, are likely to be subject
to withholding taxes that, where applicable, must be collected by the Group in the various countries where it operates. The
Group’s ability to collect these withholding taxes or, where applicable, to benefit from an exemption depends notably on the
tax classification of the outgoing flows adopted by the local tax authority and on the communication to the Group of certain
documents by the artists and labels concerned. Failure by the Group to collect applicable withholding taxes or its inability totake advantage of applicable withholding tax exemptions (notably if the required documents were not sent to it or if it did
not request them) would expose it to the risk of having to pay tax arrears in the event of an adjustment by the competenttax authorities, plus any applicable late payment penalties, which could have a material adverse effect on its financial
position.
Furthermore, due to the cross-border nature of the flows related to the Group’s activities, a significant portion of its revenue
is in principle exempt from the applicable value-added tax. The Group may thus find itself in credit to the local tax
authorities in respect of value-added tax. The Group could encounter difficulties in taking advantage of these credit
positions or experience delays in securing their reimbursement. These difficulties could be related to the processes specificto the local administration concerned, or to the communication to the Group of incomplete or inaccurate documents by theartists and labels, which could have a negative impact on its cash position.
RISK CONTROL AND MITIGATION MEASURESThe Group maintains a regular tax watch on news that could impact the Group, in particular any news relating to the digital
economy. To conduct this tax watch, the Group’s Tax Department relies on the subsidiaries, the Finance Department andthe assistance of external consultants.
The Group set up processes to ensure compliance with indirect tax collection and invoicing rules, and to reduce the cost ofwithholding taxes. The Group endeavors to identify its main tax risks in years subject to tax audits, anticipate questions fromthe tax authorities and document any appropriate responses.
POTENTIAL IMPACTS ON THE GROUP

A challenge to the Group's tax position by the relevant authorities could result in the Group paying additional taxes,
potentially incurring substantial reassessments and penalties, or increasing the cost of its products or services in order topass on its taxes.
Such a situation could have a significant adverse effect on its business, results, financial position and prospects.

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Risk management and internal control system

3.2

Risk management and internal control system

3.2.1 General organization of internal control
3.2.1.1 Definition and objectives ofinternal control
The Company has defined and implemented an internal
control system that includes a set of processes andcontrols whose objective is to ensure:
●
●

●

●

●

Since its IPO, the Group, in consultation with its Statutory
Auditors, has progressively changed its objectives andgeneral principles of internal control. These objectives andprinciples are largely based on the reference framework
and recommendations published by the AMF. These
principles are based on:compliance with laws and regulations;●the application of instructions and guidelines set bymanagement;●

the smooth operation of the Company’s internal
processes, particularly those contributing to theprotection of its assets;●

the prevention and control of operational risks,financial risks, risks of error, risk of fraud, reputationalrisks or corporate social responsibility risks;●

the reliability of accounting, financial and management
information.

●a policy that contributes to the development of theinternal control culture and the principles of integrity;
the identification and analysis of risk factors likely toaffect the achievement of the Group’s objectives;
an organization and procedures designed to ensure
the implementation of the guidelines defined by its
management;
the periodic review of control activities and ongoingsearch for areas for improvement;
the process for disseminating information on internal
control.

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Risk management and internal control system

3.2.1.2 Internal control actors
Risk management and internal control is everyone’s business, from the governance bodies to all of the Company’s
employees. The main players in internal control and risk management are:
BOARD OF DIRECTORSThe Board of Directors deﬁnes the principles and organization of internal control and risk management.
It is kept informed of the eﬀectiveness of the internal control and risk management systems.

Risk mappings

AUDIT COMMITTEE
The Audit Committee monitors issues relating to the preparation and control of accounting and ﬁnancial information.
It ensures the eﬀectiveness of the internal control and risk management systems,
and reports on its work to the Board of Directors.

EXECUTIVE MANAGEMENTRISK COMMITTEEThe Risk Committee ensures the adequacy of risk coverage in view of the levels of residual risk.
It monitors the internal control and risk management action plans.

THE FINANCIAL CONTROL DEPARTMENT – RISK AND INTERNAL CONTROL DEPARTMENT
The department ensures that the internal control system is adequate in covering the risks identiﬁedby the Group and supports the implementation of appropriate controls to cover the Group’s risks.
It conducts internal audits at the request of the Audit Committee.

Statutory Auditors
Review internal control
and risk management
procedures

THE COMPLIANCE AND RISK DEPARTMENT
The Compliance team is responsible for deﬁning and monitoring the Group’s compliance program.
This program is an integral part of the control environment.

THE OPERATIONAL DEPARTMENTS
The operational departments are responsible for implementing internal control and risk management
procedures for their respective areas of expertise and activities.

Governance bodies
The Board of Directors
The Board defines the principles and organization ofinternal control and risk management. It is informed ofthe effectiveness of the internal control and risk
management systems by the Audit Committee.

The Audit Committee
The Audit Committee’s mission is to monitor issues
relating to the preparation and control of accounting andfinancial information. The Audit Committee must ensure
the effectiveness of the risk monitoring and internal
control system. These missions support the Board of
Directors’ control and verification duties in this area.
The Audit Committee ensures the relevance, reliability andimplementation of the Company’s procedures for internal
control, identification, coverage and management of risks
relating to its activities and to financial and non-financial
accounting information. The Committee shall also review therisks, including those of a social and environmental nature,and significant statement of financial position commitmentsof the Company and its subsidiaries. The Committee
regularly reviews the mapping of the Group’s risks.

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The Audit Committee noted that it will have to ensure therelevance
andexhaustivenessofsustainability
information with the forthcoming application of the CSRD
(Corporate Sustainability Reporting Directive).
In particular, the Audit Committee, in coordination with
the CSR Committee, shall oversee the sustainability
reporting process, the effectiveness of the control and risk
management systems in terms of sustainability reporting
and, where applicable, internal audit in this area. The
Audit Committee will report the conclusions of its work to
the Board of Directors.
Information sessions on CSRD in particular are plannedfor 2024 or 2025 in order to raise the awareness of Audit
Committee members on the increased importance of CSR
and climate issues and the concomitant increase in theirduties in this field, which goes hand in hand with anincrease in their responsibility.
The Audit Committee, chaired by an independent
Chairwoman, is 75%-composed of independent members,
which exceeds the minimum threshold of two-thirds
recommended by the AFEP-MEDEF Code, and does notinclude any executive directors.

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Risk factors and risk management
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Minutes are drawn up at each Audit Committee meeting,which are then submitted to its members for validation
during subsequent meetings, and the Chairwoman of theCommittee regularly reports on the work carried out by
the Committee to the Board of Directors. The Audit
Committee met seven times in 2023. The work andcomposition of the Audit Committee are described in
Section 4.2.7 “Specialized Committees of the Board of
Directors”, page 177.

Management
The Risk Committee
The Risk Committee is made up of the following
permanent members:●

the Chief Financial & Strategy Officer;●

the Chief Operating Officer;●

the Chief Financial Control Officer;●

the Head of Management Control;●

the Legal Department;●

the Human Resources Department;●

the Chief Technology Officer;●

the Chief Risk and Compliance Officer;●

the internal control representatives of the subsidiaries;●

the Chief Financial Transformation Officer;●

the Head of Internal Control and Risk.

The committee holds quarterly meetings to monitor
internal control and risk management action plans.
The main task of the Risk Committee is to review theadequacy of risk coverage with the level of residual risk.
The Risk Committee met three times in 2023. The main
topics discussed included, notably, the monitoring ofchanges in risks identified in the Group's 2022 risk map,and the updating of the risk map for 2023:
●

●

●

●

●

●

the follow-up to the discussions ofCommittees addressing internal control;

the

Audit

the monitoring of the cybersecurity activities of the
Sapin 2 and GDPR compliance programs;
the follow-up to the discussions ofCommittees addressing internal control;

the

Audit

the monitoring of the roll-out of the internal control
system;the results of the testing campaigns and the internal
audits carried out by the Internal Control Department;
the monitoring of the implementation of therecommendations issued by the Statutory Auditors.

Executive Management
Executive Management is responsible for implementing
and monitoring the internal control and risk management
system. To this end, Executive Management relies mainlyon the Financial Control Department.

The Financial Control Department – Risk andInternal Control Department
The Risk and Internal Control Department is part of theGroup’s Financial Control Department. It is responsible formonitoring the Group’s risk management in close
collaboration with the Group Risk Committee. The Internal
Control Department ensures that an internal control
system is in place to address the risks identified by theGroup. Operational risk management and internal control
are the responsibility of the Group’s operational
departments and subsidiaries, under the functional controlof the Internal Control Department. In each of thesedepartments and subsidiaries, the person responsible forrisk management is in charge of verifying the proper
application of prevention procedures. This role is generally
held by the Department Manager or Chief Financial Officerof the subsidiary, or a person reporting to them. It can also
implement new procedures whose application can beextended to the entire Group after review by the Group
Risk and Internal Control Department.
The Group Risk and Internal Control Department plays acentral role in establishing an internal control frameworkat Group level. It also defines the appropriate controls tobe put in place to address the Group’s risks. This
framework defines the context within which theoperational departments and subsidiaries exercise theirrisk management and internal control responsibilities. The
department also coordinates operations throughout thesystem.
Lastly, the department carries out internal audits as partof the missions entrusted to it by the members of the Risk
Committee and the Audit Committee. Internal audit
assignments are validated by the Audit Committee when
the department’s annual roadmap is presented. The Risk
and Internal Control Department is also involved inentities recently acquired by the Group.

The Compliance and Risk Department
The Compliance and Risk Department is part of the Legal
Department. It is responsible for defining and monitoring
the implementation of the Group’s compliance program.
This program is an integral part of its control
environment. The compliance program aims to protect
the Group from risks related in particular to ethics,
corruption and non-compliance with personal dataprotection laws.

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3.2.2 Components of internal control
The Group’s internal control framework comprises thefollowing five main components, the implementation ofwhich is described below:●

control environment;●

identification and assessment of risks;●

control activities;●

dissemination of information;●

permanent monitoring.

3.2.2.1 Control environment
The purpose of setting up a control environment is to makeemployees aware of the usefulness and need for internal
control. The control environment forms the basis of all its
other elements, notably by developing ethics, discipline andorganization. The Group’s control environment is based on
the following elements:

Rules of conduct and ethics
The Group endeavors to take into account all aspects of its
corporate responsibility. A dedicated department, theCommitment and CSR Department confirms the Group’scommitment to sustainable development. The Group’s
self-imposed principles of action and behavior are set out
in its Code of Ethics. The purpose of the Code of Ethics is
to ensure the Group’s development in compliance withthe rules of law and ethics. The Group’s Code of Ethics isbased on the values that are at the heart of Believe’sculture. It sets the rules of conduct that each employee
must comply with in all circumstances when carrying out
their work. The Group pays particular attention tocompliance with all applicable laws and fundamental
rights: fight against discrimination and harassment,
occupational health and safety, diversity, gender equality
and promotion of work for people with disabilities (seeSection 2.4.5 “Creating a diverse, inclusive and fair working
environment”, page 77).
The Code of Ethics also addresses social issues, integrity(and professionalism) in business, the fight against
corruption and anti-competitive practices. These values
are also reflected in the Anti-Corruption Code and theconflict of interest procedure.
The Code of Ethics and the Conflicts of Interest Procedure
are available on the Group's Intranet, translated into over
10 languages in the case of the former and into English in
the case of the latter.

The Group’s anti-corruption program takes into accountthe provisions of the Sapin II law and therecommendations of the French Anti-Corruption Agency(Agence française anti-corruption). It takes the form ofvarious principles, policies, instructions, tools and training
programs. This program also takes into account the anticorruption provisions and laws of all countries in which
the Group operates.
In this context, the Group has implemented an AntiCorruption Code of Conduct (which is part of its Code of
Ethics). This Code applies to and is binding for all Group
employees, regardless of their status and position. The
Group has set up a whistleblowing platform. It enables
employees and partners to report any breach (orsuspicion) of the rules of conduct and ethics. The
whistleblowing system is accessible to employees andexternal stakeholders through a dedicated and secure
platform, available free of charge 24/7. The system makes
it possible to launch a detailed, confidential anddocumented alert by completing a standard questionnaire(available in several languages). This system can beaccessed via PC, Smartphone or Tablet using a direct link.
A Group-wide roll-out campaign took place in 2021. In
2021, the Group introduced an anti-corruption awarenessraising program for all its employees. In 2023, an antidiscrimination, anti-harassment and whistleblowing
communication campaign was rolled out across the Group(see Section 2.3.3 “Setting up and raising awareness on thewhisteblowing alert protocol”, page 68).
The Ethics Committee is composed of the Group’s
Chairman and Chief Executive Officer, the Human
Resources Department, the Legal Department, and theCompliance and Risk Officer. It ensures theimplementation of the compliance program and theapplication of sanctions where applicable.
Personal data protection is a major issue for the Group. It
is subject to specific regulations in most of the countries
where the Group operates. The personal data protection
program was developed in accordance with the General
Data Protection Regulation (GDPR). Thus, the Complianceand Risk Department, in coordination with the Head ofInformation Systems Security, drew up an IT charter. This
charter sets out the rules and best practices in terms of
personal data protection. A privacy policy has also been
put in place. It is accessible to all stakeholders on theGroup’s website. This policy describes personal dataprocessing practices. It reiterates the importance that theGroup places on data security and confidentiality, as wellas on the protection of privacy and related rights.

Under the aegis of the Compliance and Risks Department,
the Group has set up two compliance programs dedicatedto fighting corruption and protecting personal data.

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Tax policy●

Tax compliance
The Group is committed to full compliance with applicablelaws and tax practices in the countries in which it
operates. This responsible conduct is implemented inaccordance with national, European and internationalrules and standards and by applying the principles of theOECD to transactions carried out within the Group. Thus,
the Group ensures that transactions between the Group’s
companies are carried out in compliance with the arm’s
length principle as defined by the OECD and meets thereporting requirements (transfer pricing documentation,etc.).
The Group’s policy is not to encourage or promote tax
evasion and it does not engage in aggressive tax planningschemes designed to avoid tax. As such, the Group has
internal procedures to limit all tax risks and fight against
tax evasion.

Tax transparency
The Group favors relations with tax authorities based on
exchange and mutual respect.
The Group responds appropriately and in a timely manner
to requests from tax authorities in the context of
exchanges of information and in accordance with tax
treaties.
The Group legitimately applies the most relevant tax
treatment, in accordance with economic reality,
operational objectives and the laws in force. In a changing
international tax environment, the positions taken by theGroup may be subject to questions from and tax audits by
local authorities. If, during tax audits, the Group’s
positions are challenged by a tax authority, the Group may
be required to defend its interests or interpretation of thelaw, to prove its good faith and, where applicable, to bring
the dispute to court.

Stock market code of ethics
Believe complies with the provisions of Regulation (EU)No. 596/2014 of the European Parliament and of theCouncil of April 16, 2014 on market abuse (“MAR”), andwith those arising from the delegated and implementing
regulations attached to the MAR, with the Guide of French
Financial Markets Authority (Autorité des Marchés Financiers- AMF) relating to ongoing reporting and the managementof insider information (DOC-2016-08), with the positions
and recommendations of the AMF and ESMA (European
Securities and Markets Authority / Autorité européenne desmarchés financiers), with the AMF General Regulations, andwith the recommendations of the AFEP-MEDEF Code.
The Group has put in place a stock market code of ethics
to draw the attention of its employees to rules on stock
market ethics. The code stipulates that any person who is
or is likely to be an insider must refrain from carrying out
any transactions on the Company’s shares:●

during blackout periods (over the 30 calendar days
preceding the publication of the press releaseannouncing annual or half-yearly results, or thecalendar days preceding the publication of the press
release announcing quarterly revenue, including
publication days);at any time if insider information is held.

A calendar detailing the blackout periods is available atthe Group Legal Department. These periods of abstention
from trading in securities are the subject of individual email reminders, sent before the next start of a new
identified period.
Executive directors also refrain from carrying out any
transactions in the Company’s shares when they are in an
insider position.

Delegations of authority
The organizational charts drawn up by the Group allow a
clear identification of powers and responsibilities. The
delegation of authority is the responsibility of the
Chairman and Chief Executive Officer. These delegations
are regularly updated in line with the changing roles andresponsibilities of the delegates. These delegations enable
the various operational teams to achieve their objectives.
The internal control system is based on the Group’s
operational organization. The operating principles andrules (with the appropriate delegations of authority) thus
define the areas and level of decision-making and controlof each department.

Human resources policy
The Group’s recruitment, employee training and skills
management policies contribute to the enhancement ofinternal control procedures. These policies ensure those
exercising the delegations of authority are adequately
resourced. The primary mission of the programs
implemented by human resources is to attract, train,retain and motivate employees. These programs offer
careerdevelopment
opportunities,
individual
development plans and appropriate training (see Section
2.4 “Employees at the heart of Believe's business model andof Shaping Music for Good”, page 69).

Compliance of practices withlaws and regulations
The organization and processes of the Group’s Legal
Department make sure employees are aware of theregulations and laws applying to them. The processes
keep them informed in good time of changes toregulations and applicable laws. This process allows theGroup to adapt and regularly update its procedures.

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Risk factors and risk management
Risk management and internal control system

Internal control process and guidelines
The Group pays particular attention to the continuous
improvement of its processes. This process of improving
and standardizing processes contributes to therobustness of its control environment.
The Group’s internal control framework is shared with all
Group employees. It is reviewed by operational staff, sothat it can be owned and enhanced by best operational
practices.

3.2.2.2 Risk identification andassessment
Risk management is closely monitored by the Group’s
management, with close involvement of internal control.
The main mission of risk management is to identify,
assess and prioritize risks. Risk management also has arole in assisting management in choosing the mostappropriate risk management strategy. The objective is tolimit the significant residual risks and to define and follow
up the related action plans.
The identification and treatment of the Group’s majorrisks are monitored by a dedicated organization under thesupervision of the Risk Committee. The risk assessment isbased on a quantitative and qualitative approach, in turnbased on the following methodology:●

Employees participate in the management of the internal
control system by familiarizing themselves with, andapplying, all the rules laid down by the Group.
Believe has established an internal control frameworklisting key control matters. The aim is to provide all Groupsubsidiaries with a tool enabling them to self-assess andidentify areas for improvement in terms of controls.

3.2.2.4 Internal disseminationof information
To communicate to all stakeholders, relevant informationmust be identified, collected and disseminated. To thisend, the Group relies on:●●

identification of risks considered significant by thesubsidiaries;

its organization and IT systems, which facilitate thecirculation of the information required for decisionmaking;its intranet site and the documentary databases thatenable to share information within the Company. The
Company’s website includes a presentation of theGroup’s values, the Anti-Corruption Code and the IT
charter on data protection. The conflict of interest
procedure as well as the content and the CSR policy arealso shared;●

identification of significant central risks;●

consolidation of major central and subsidiary risks;●prioritization of risks according to the probability ofsuch risks occurring and their impact (financial and/or
extra-financial);

3.2.2.5 Permanent monitoring●●

identification of preventive or corrective actions.

In 2022, an update of the Group’s risk mapping was
carried out. This update was reviewed by the Group’s
executives, the Risk Committee and the Statutory
Auditors. The Group’s risk mapping was presented to the
Audit Committee.
The main risks identified are described in Section 3.1“Main risk factors”, page 118.

3.2.2.3 Control activities
The purpose of control activities is to ensure theapplicationofstandards,
procedures
andrecommendations contributing to the implementation of
the Group’s strategy. The operational departments are144

responsible for deploying these internal control rules andprocedures within their scope. The internal control
procedures for cross-functional activities are defined by
the functional departments. This mainly concerns the
Finance Department, the Human Resources Department,
the Legal Department, and the IT Department.

Universal registration document 2023 - Believe

dissemination of its internal control framework.

The internal control system is periodically reviewed toassess its effectiveness and qualitative performance, as
follows:●●

the internal control framework is periodically reviewed
by the operational managers of the various
departments;
the Audit Committee is also informed of the progressof internal control work as well as its objectives andpriorities.

The results of the internal control test and selfassessment campaigns are reported to Executive
Management, the Risk Committee, the Audit Committee
and the Statutory Auditors. Appropriate action plans are
identified and put in place and are monitored on aquarterly basis by internal control.

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3.2.3 Internal control process relating to the preparationand processing of financial and accounting information
The Investor Relations Department is responsible for risk
management and internal control relating to accounting
and financial information. The Financial Communication
Department is also involved in risk management andinternal control relating to accounting and financial
information.
The Company uses an external framework for
implementation of the internal control procedures
relating to the production of financial and accounting
information. This framework covers all the national
accounting laws and regulations that need to be taken
into account when preparing the statutory financial
statements of the Group’s entities. The Group also
prepares its consolidated financial statements inaccordance with IFRS (International Financial ReportingStandards).
With the support of the other departments of the
Financial Control Department, the Accounting andConsolidation Departments are responsible for preparing
the Company’s annual and consolidated financial
statements. They are also responsible for half-yearly andannual reporting, in particular the half-year financial
report and the Universal registration document (financial
statements, notes Section and management/MD&A
reports). The Consolidation Department defines theGroup’s accounting standards in accordance with IFRS. It
ensures their application and helps coordinate the work of
the Group’s Statutory Auditors.
The Management Control Department is responsible forcoordinating the budget process and its re-estimates
prepared during the year. It is also in charge of producing
and coordinating the five-year strategic plan. The
Management Control Department contributes topreparing the monthly management reporting under the
responsibility of the Consolidation Department. It is incharge of producing all the analyses required by Executive
Management. It also monitors advances paid to
producers and produces statistics and specificmanagement indicators. It ensures the relevance of theanalytical structure in order to manage the Group’s
performance. The Management Control Department is,due to its remit and the structure of the reporting it
produces, a key player in the internal control and financial
risk management system.
The Financial IT Department defines and implements theIT systems required by the financial functions. It ensures
the integrity and functionality of the financial IT systemsolutions. It guarantees the transfers of data between thefinancial information system solutions and othersolutions. It is also responsible for developing the financial
information system environment to ensure optimal
processing by the teams of the Financial Control
Department. It works to strengthen the mechanisms forthe segregation of duties and to improve the control ofaccess rights to finance information system solutions.
The Treasury Department is responsible for applying theGroup’s financial policy. This policy includes the security ofbanking transactions and the financing strategy for thesubsidiaries. It also includes the management of financial
expenses and the profitability of cash surpluses and cash
investments. A key responsibility of the Treasury
Department is centralized management of the Group’s
cash. It makes sure the cash requirements and short-,
medium- and long-term financing needs of thesubsidiaries are met. It is also responsible for centralizedexchange rate risk management.
The Tax Department ensures compliance with the tax
regulations and laws in force and advises the Group’s
subsidiaries. It proposes tax solutions to support theGroup’s operational aims. It ensures the harmonization oftax data reporting.
The Investor Relations Department is responsible forcoordinating the information disseminated to the financial
community. The Investor Relations Department provides
the financial community with a clear, transparent andaccurate understanding of the Group’s performance andoutlook. Its role is also to inform Executive Managementof the financial community’s views of the Company’s
strategy and positioning. By working closely with the
Executive Management and with the various Group
departments, it determines the key messages. It ensures
its consistency and coordinates its dissemination throughvarious means (annual and half-yearly report, financial
presentations, meetings with shareholders or analysts,
website, etc.).
For the production of its financial information, the Grouprelies on leading accounting (SAGE X3) and consolidation
tools (Oracle Hyperion Financial Management). The Group
continues to deploy its tools within its subsidiaries andensures that they are kept up to date with the latest
developments. In this context, a unified information
system contributes to the security of financial reports. As
part of its financial reporting production process theGroup has implemented an access management policy.
This policy secures access to the data used to produce
financial information.

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Risk management and internal control system

3.2.4 Conclusions and outlook
3.2.4.1 The work carried out
by the Risk and Internal Control
Department in 2023

promote a consistent internal control environment
throughout the Group. The “Mandatory Controls”
approach demonstrates our commitment to thewidespread implementation of robust internal
controls. The appointment of a network of local focal
points within the entities covered by the “Mandatory
Controls” system plays an important role in theimplementation and success of this approach.

The Risk and Internal Control Department continued toroll out and implement the Group’s internal control
system, by structuring its work around three main areas:●●

the reinforcement and continuous improvement of theinternal control activities at its Believe SA and Believe
International entities. This work includes reviewing
operational and financial processes, updating risk
mapping, and measuring the effectiveness of controls
through tests. Proposed recommendations for
improving existing processes and controls are sharedwith Management. The conclusions of the control tests
are presented to the Risk Committee, the Audit
Committee and the Statutory Auditors;
the extension of the internal control system to all
subsidiaries in which the Group holds a majority stake.
On the one hand, the roll-out by the internal control
teams of the complete internal control framework
according to a methodology similar to that applied toBelieve SA and Believe International.
On the other, the introduction of a base of around 40
so-called “Mandatory Controls” for subsidiaries not yet
affected by the full roll-out of the framework. The“Mandatory Controls” framework covers a wide range ofhigh-risk activities, over and above the accounting andfinance functions. Their universal nature and theiralignment with codes and governance frameworks

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the implementation of internal audits within three
entities pursuant to the audit plan approved by the
Risk Committee and the Audit Committee. The audit
procedures carried out include the performance oftests (tracking and detailed), and interviews with those
involved in the audited cycles. A report is drafted after
the audit, in which are listed, in the form ofrecommendations, the areas for improvement for theentity's management, including a precise action planand detailed implementation monitoring over time.

The Audit Committee is informed on a regular basis of thestatus and progress of all this work.

3.2.4.2 Outlook and action plansfor 2024
In 2024, the Group intends to continue this process ofreinforcing and disseminating risk management practices,notably by continuing to raise awareness of internal
control and risk management issues, and by making
entities more accountable for them.

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Risk factors and risk management
Insurance

3.3

Insurance

3.3.1 Determination of insurance policies to be taken out
The Group’s Legal Department coordinates the Group's
insurance policy, with the support of the operational
departments and the Risk and Internal Control
Department. Each Group company is responsible forproviding the Legal Department with the informationnecessary to identify and classify the risks to be insured.
Once the risks have been identified, the Legal Department
negotiates, with the assistance of a broker, the mostappropriate policies to cover these risks. The Legal
Department conducts these negotiations every year withmajor insurers.

The implementation of insurance policies is based on thedetermination of the level of coverage necessary to meetthe reasonably-estimated occurrence of liability, damage
or other risks. This evaluation takes into account theassessments made by the insurers as underwriters of therisks. Uninsured risks are those for which:●●no cover is offered in the insurance market;
the cover on offer and/or its cost does not match thepotential interest of the insurance.

The Group may also consider that the risk does not
require insurance coverage.

3.3.2 Main insurance policies taken out by the GroupThe Group’s main policies, taken out with internationallyrenowned insurance companies, include:●●

civil liability insurance (particularly in terms ofintellectual property, or covering entertainment
activities and events);
property
damageandinterruption insurance;

subsequentbusiness●cyber insurance;●

civil liability insurance for corporate officers;●

business travel insurance.

Risks not covered by these policies at Group level are
insured on a case-by-case basis by policies taken out
locally for a subsidiary.

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4

Corporate governance

4.1

Governance4.1.1 Rules and principles of corporate
governance4.1.2 “Comply or explain” ruleof the AFEP-MEDEF Code

4.2

The Board of Directors

4.2.1 Composition as of December 31, 2023
4.2.2 List of offices and positions held bymembers of the Board of Directors as ofDecember 31, 2023
4.2.3 Rules on the composition and diversityof the Board of Directors
4.2.4 Changes in the composition of the Board
4.2.5 Performance of the Board of Directors
4.2.6 Assessment of the Board of Directors
4.2.7 Specialized Committees of the Boardof Directors
4.2.8 Ethics and additional informationon corporate officers

151
151
154

155
155

156
163
170
172
175
177
183

4.3

Governing Bodies

185

4.3.1
4.3.2
4.3.3
4.3.4

Executive Management
Executive Committee
Diversity and gender equality policy
Succession plans

185
185
185
186

4.4

Related-party and current
agreements and valuation
procedure

186

4.5

Other information

187

4.6

Compensation of corporate
officers

188

4.6.1 Governance rules on compensation policy
4.6.2 2024 corporate officer compensation
policy4.6.3 Compensation policy for 2024 for the
Chairman and Chief Executive Officer,
executive director
4.6.4 Compensation paid or awarded tocorporate officers during the fiscal year
ended December 31, 2023

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188
188

190

196

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4

Corporate governanceThis Chapter 4 “Corporate governance” represents the report on corporate governance prepared pursuant to thelast paragraph of Article L. 225-37 of the French Commercial Code. It includes the information referred to in
Articles L. 225-37-4 and L. 22-10-09 to L. 22-10-11 of the French Commercial Code.
This report was prepared under the responsibility of the Board of Directors with the support of Executive
Management and the Legal Department, assisted by the Committees of the Board of Directors.
This report was definitively approved by the Board of Directors on March 13, 2024, after the favorable opinion of
the Nomination and Compensation Committee of March 12, 2024.

The Board of Directors at December 31, 2023

FSP, represented by
Cécile Frot-Coutaz

Denis Ladegaillerie
Chairman and Chief Executive Officer

Anne-France
Laclide-Drouin

Orla Noonan
Independent

Independent

VENTECH,represented by par Alain Caffi
Non independent

Audit Committee members

John DoranNon independent

Independent

Nomination and Compensation Committee members

Siparex XAnge Venture,
represented by Nicolas Rose
Non-voting voter

CSR Committee members

Committee President

6

50%

INDEPENDENCE RATE (1)

96%

50%

35%

56

MEMBERS (1)PERCENTAGE OF WOMEN (1)FOREIGN NATIONALITY (1)ATTENDANCE RATE (1)AVERAGE AGE (1)(1) excluding non-voting voter

150

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Corporate governance
Governance

4.1

GovernanceThis Section, which is an integral part of the corporate
governance report, notably presents:●●

the rules and principles of corporate governanceapplicable to the Company;
the non-executive governance bodies
Directors and Specialized Committees);(Board●●the executive bodies (Executive Management andExecutive Committee); andthe rules of ethics applicable to the Group’s main
corporate officers.

of

4.1.1 Rules and principles of corporate governance
The Company takes great care to apply best practices interms of corporate governance, in order to achieve the highlevels of performance and efficient management that are
currently described in this Corporate Governance Report,
as transparently as possible, and to fully meet the interestsand expectations of its stakeholders.
To this end, the Board relies on the recommendations of
the AFEP-MEDEF Governance Code, the work of its
Committees and feedback from the dialogue with the main
shareholders and the proxy voting agencies. It also follows
the recommendations made by the AMF in its annual
report on governance and executive compensation, as
well as those resulting from the report prepared by theHigh Committee on Corporate Governance.
It ensures that the governance bodies operate in an
effective manner in strict compliance with the balance ofpowers.
The rules and procedures on the composition andoperation of the Board are defined by law, the Company’s
articles of association, the Board’s Internal Rules and theShareholders’ Agreement, as presented below.
The Internal Rules of the Board, whose purpose is toclarify the legal and regulatory provisions or those of thearticles of association relating to the composition,organization and operation of the Board and its
specialized committees, were adopted at the Board
meeting of June 11, 2021.
The Internal Rules are available in full on the Company’s
institutional website, under the heading “Governance”.
The Directors’ charter, adopted by the Board at its meetingof July 12, 2021, outlines the duties and obligations withwhich each member of the Board of Directors must comply
within the Company, including non-voting members.
In addition to the governance rules set out above, theCompany is also required to comply with additional
governance clauses resulting from the Shareholders’
Agreement signed on June 9, 2021 between Denis
Ladegaillerie and the Company’s three historicalshareholders, TCV, XAnge and Ventech (see 4.2.3. below).

4.1.1.1 Governance Code
The Company refers to the Corporate Governance Code forlisted companies drawn up jointly by Afep and Medef, asrevised in December 2022 (the “ AFEP-MEDEF Code”).
The latest updated version of the AFEP-MEDEF Code,revised in December 2022, is available on the Afepwebsite (www.afep.com) or the Medef website(www.medef.com).
Pursuant to the recommendations of the AFEP-MEDEF
Code, this Chapter identifies, in a summary table, theprovisions of this Code that were not retained andexplains the reasons for this choice (see Section 4.1.2).

4.1.1.2 Governance structure
Combined management functions
In May 2021, in order to implement its IPO project, theCompany, which until then had the legal form of a French
simplified joint-stock company (société par actions
simplifiée), was transformed into a public limited company(société anonyme) with a Board of Directors.
The newly appointed Board of Directors then considered amode of governance adapted to the specificities of theCompany, making it possible to optimize its performanceand its long-term strategy, in compliance with rules onbalanced governance.
The Board of Directors decided that Denis Ladegailleriewould combine the functions of Chairman of the Board of
Directors and Chief Executive Officer for the duration of
his term of office, and would then take the title of
Chairman and Chief Executive Officer.
Since the Company’s IPO in June 2021, the Board of
Directors has reviewed, annually, the appropriateness ofthe governance method used, and whether this option
remains appropriate for the Company and its
stakeholders and still responds to the reasons that led theBoard to combine these two functions.

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4

Corporate governance
GovernanceAt its meeting of December 14, 2023, the Board discussed
the mode of governance and decided, on therecommendation of the Nomination and Compensation
Committee, to maintain the unified functions of Chairmanof the Board of Directors and Chief Executive Officer. The
combination of these two functions continues to be in the
Company’s corporate interest and offers, in a context ofstrong expansion, stability, agility and fluidity in decisionmaking, as well as proximity for an efficient and dynamic
interaction between the Board and Executive
Management.
This option is also in line with the desire to maintain astable managerial framework following the change in the
Company's corporate structure, by retaining Denis
Ladegaillerie in his functions as director, which heexercised at the Company when it was under its former
structure as a French simplified joint-stock company(société par actions simplifiée) with a Board of Directors, in
his capacity as Chairman of the Company.
This organization guarantees the sustainability of theGroup’s performance, values and commitments, as well as
the quality of its governance.
As a founder, Denis Ladegaillerie’s strong involvement andhistorical knowledge of the Group’s activities and strategy
are valuable assets, as are his privileged relationships
with the historical shareholders who are represented on
the Board and who contribute fully to the due operationof the Company.
This mode of governance was also voted in favor of by amajority of the members of the Board of Directors during
the second internal assessment on the performance of
the Board and its Committees carried out in 2023.
During the same meeting of December 14, 2023, theBoard also decided on the possible appointment of a leaddirector, and which it did not, on the advice of theNomination and Compensation Committee, consider
necessary at this stage.
The Board considers, after reviewing best market practices,that the role and missions of the lead director would bevery limited at present, in view of the composition andoperation of the Board of Directors, with the high level ofinvolvement of its members and the considerable freedomof speech they enjoy. Moreover, during the second internal
assessment of the Board and its Committees, carried out in
2023, the directors expressed their wish to maintain aprivileged direct link with the Chairman of the Board of
Directors.
In response to market practice concerning theappointment of a lead director specialized in CSR, theBoard examined this matter and decided that, in view ofthe existence of a CSR Committee and the presence of adirector with expertise in the field, who naturally chairs
the aforementioned Committee, the appointment of alead director for this specific criterion was not required at
this stage.
Moreover, shareholder dialogue is mainly carried out by
the Chairman and Chief Executive Officer, the Deputy
Chief Executive Officer in charge of Finance and Strategy
and the Investor Relations Department.

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In view of the above, the appointment of a lead director in
2024 was not considered appropriate given the current
composition and performance of the Company's
corporate bodies.
Governance issues relating to the unity or separation of
the functions of Chairman of the Board of Directors andChief Executive Officer, and the advisability of appointing alead director, are discussed annually, notably as part ofthe evaluation of the Board's performance andcomposition, and at the time of renewal of the term ofoffice of the Chairman and Chief Executive Officer.

The balance of powers is ensured by the
implementation of governance rules
The legal and regulatory provisions of the French
Commercial Code, supplemented by the application of abody of internal rules (the articles of association, theInternal Rules of the Board of Directors and its specialized
Committees, as well as the Directors’ Charter) reflectfundamental principles relating to the balance of powers
among the Company’s various governance bodies.
The Board of Directors considers that the governancerules adopted and implemented at the Company are inline with best market practices, thus guaranteeing an
optimal and efficient organization of the Company’svarious bodies:
●

●

●

●

●
●

an
independence
rate
in
line
with
the
recommendations of the AFEP-MEDEF Code and with
the Shareholders’ Agreement at the level of the Boardof Directors, as well as the Audit Committee and theNomination and Compensation Committee, it being
specified that the AFEP-MEDEF Code remains silent on
the appropriate composition of a CSR Committee;
a higher rate of female representation than legal
requirements;
the existence of three permanent specialized
Committees of the Board of Directors: the Audit
Committee, the Nomination and Compensation
Committee and the CSR Committee, each with theirown missions and prerogatives, to assist the Board of
Directors in the performance of its duties;
the existence of a fourth Committee, an ad hoc
Committee established on February 11, 2024 in thecontext of the proposed public tender offer announced
on February 12, 2024 by the consortium targeting theentire share capital and voting rights of the Company(see details in Section 4.2.4 “Changes in the compositionof the Board” of this Universal Registration Document
on page 170).
each Committee is chaired by an independent director;
the Company’s main shareholders are represented on
the Board of Directors in accordance with theprovisions of the Shareholders’ Agreement (see below).

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Corporate governance
Governance

Chairman and Chief Executive Officer
Pursuant to the law and the Company’s articles ofassociation, as well as the Internal Rules of the Board of
Directors, the Chairman and Chief Executive Officer:●●●

French Commercial Code, and annually reviewing theagreements already authorized, as provided for in
Article L.225-40-1 of the French Commercial Code;●convenes and chairs the meetings of the Board of
Directors;●organizes and directs the work of the Board of
Directors, which it reports on to the General Meeting,ensures the due functioning of the Company’s
governance bodies, and ensures, in particular, that thedirectors are able to perform their duties by having
access to all necessary information;●is vested with the broadest powers to act in all
circumstances in the name of the Company and within
the limits of the corporate purpose, and subject tothose expressly granted by law to the General
Meetings and the Board of Directors, as well as thelimitations of powers provided for in the Internal Rulesof the Board of Directors (see below);

●

●

●

●

represents the Company in its relations with third
parties.

●

At its meeting of May 25, 2021, the Board of Directors
appointed Mr Denis Ladegaillerie as Chairman and Chief
Executive Officer for a period equivalent to that of his
term of office as Director, i.e. four years.

●●

The Board of Directors
The Board performs the duties and exercises the powers
conferred on it by law, the Company’s articles ofassociation and the Internal Rules of the Board.
The Board determines the Company’s business strategies
and ensures their implementation, in accordance with its
corporate interest, taking into account the social,environmental, cultural and sporting challenges of its
business.
Subject to the powers expressly granted to General
Meetings and within the limits of the corporate purpose, it
addresses all issues relating to the due operation of theCompany and settles matters relating thereto through its
deliberations.

●
●

●

●

convening General Meetings and setting its agenda;
reviewing and approving the annual and half-yearlyparentcompany
andconsolidated
financialstatements, and preparing the associated annual andhalf-yearly reports;
preparing and approving forward-looking management
documents and the corresponding reports;
giving prior authorization to enter into related-party
agreements governed by Articles L.225-38 et seq. of theselecting the governance method for the Company’s
Executive Management;
appointing, replacing and dismissing the Chairman of
the Board of Directors and/or the Company's executive
corporate officer;
creating legal or statutory Committees or those set up
under the Internal Rules, and appointing theirmembers;
establishing the compensation policy for corporate
officers;
distributing the total compensation paid to directors in
respect of their duties;
deliberating, on an annual basis, on the Company's
policy on equal pay and equal opportunities for all
employees and among men and women;authorizing sureties, endorsements and guarantees tosecure commitments entered into by third parties, as
referred to in Article L.225-35 of the French
Commercial Code;issuing bonds.

Limitations of powers
The Board’s Internal Rules provide that certain transactions
are subject to prior authorization by the Board, including
notably:●●

The Board of Directors carries out the controls and checks
it deems appropriate.
Thus, the Board of Directors has the following duties:

co-opting directors;●●

any commitment or investment, excluding advances on
repayments, in excess of €10 million, undertaken by
the Company or any subsidiary thereof, not included in
the annual budget;
any new loan or borrowing in any form (including
bonds, credit facilities, leases), and any guarantee orpledge, in each case undertaken by the Company or
any subsidiary thereof, not provided for in the annual
budget and (i) the unit amount of which exceeds €10
million or (ii) which increases the Group’s total
indebtedness, guarantees and pledges outstanding by
more than €10 million;
the acquisition or transfer by the Company or any
subsidiary thereof of an interest in a company in an
amount exceeding €1 million, except if suchtransaction is carried out between members of theGroup;
any delegation of authority relating to the issue orrepurchase, or the issue or repurchase, of shares or
securities giving access to the capital or voting rights of
the Company;

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4

Corporate governance
Governance●●any merger, spin-off, reorganization, dissolution,liquidation, partial contribution of assets, lease ofbusiness, transfer of business or key assets of theCompany or of any subsidiary whose revenue
represented, during the last fiscal year, more than 5%of the Company’s consolidated annual revenue, except
if such transaction is carried out between members of
the Group;
the Board may grant a blanket authorization to grantsureties, endorsements and guarantees to the Chief
Executive Officer within the limits provided for in
Articles L. 225-35 and R. 225-28 of the French
Commercial Code;To this end, on October 24, 2023, the Board of Directors
renewed the authorization granted to the Chairman andChief Executive Officer, for a period of one year, to grantletters of comfort and other guarantees, within the limits
set by the Board.
All the prior authorizations of the Board of Directors arelisted in the Internal Rules of the Board of Directors, which
are available on the Company’s institutional website
under the heading “Governance”.

4.1.2 “Comply or explain” rule of the AFEP-MEDEF Code
Under the “comply or explain” rule provided for in Article
L.22-10-10, 4° of the French Commercial Code, and Article
28.1 of the AFEP-MEDEF Code, the Company considers thatits practices comply with the recommendations of the
AFEP-MEDEF Code, with one exception.
AFEP-MEDEF Coderecommendation
Article 26.1.1 “Thecompensation [ofexecutive directors] must(…) notably include acriterion related to theCompany’s climate
objectives”

154

The Company reports that a single recommendation of
the AFEP-MEDEF Code was set aside or only partiallyapplied during the 2023 fiscal year, and provide thereasons for doing so.

Believe explanation
At this stage, the Company still has some way to go before it is in a position to include a
climate criterion in the variable compensation of its executive officer.
The Company intends to implement this recommendation in the near future by including a
climate criterion in the compensation policy for the Chairman and Chief Executive Officer, if
possible from 2025. It should be noted that climate issues are not considered to besignificantly material with regard to Believe’s activities and its business segment.
The Company already measures the carbon impact of its direct activities (Scopes 1 and 2),
and is currently analyzing its indirect impact (Scope 3) with a view to defining a climate
strategy and objectives to combat global warming.

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Corporate governance
The Board of Directors

4.2

The Board of Directors

4.2.1 Composition as of December 31, 2023

Number of positions heldin listed companies(1)IndependenceFirst appointment /Reappointment

End of term

54

M

FR

12,101,320

0

N/A

2021

2025

3
years

Ventechrepresented on apermanent basis by
Alain Caffi

Director

70

M

FR

11,684,314(3)

0

✘

2021

2025

3
years

John DoranDirector

45

M

IE

0(3)

2

✘

2021

2025

3
years

FSP
represented on apermanent basis by
Cécile Frot-Coutaz

Independent
director

57

F

FR

3,559,433

0

✔

2022

2026

2
years

✔

Anne-France
Laclide-Drouin

Independent
director

55

F

FR

150

2

✔

2021

2024

3
years

Chairwoman

Orla Noonan

Independent
director

53

F

IE/
FR

5,000(4)

3

✔

2021

2025

3
years

✔

Nicolas Rose
Permanent
representativeof Siparex Xange
VentureNon-voting
member57

M

FR

6,106,558(3)

N/A

N/A

2021

2025

3
years

Audit Committee

Number of Believe shares

Chairman andChief Executive
Officer

Seniority on the Board(2)Nationality

Denis Ladegaillerie

Positions heldon the Board

GenderParticipation in Board
Committees

CSR Committee

Positionon the Board

Experience

Age

Personal information

Terms of office are for four years, and are renewable.
At December 31, 2023, the Board was composed of sevenmembers, including six directors and one non-voting
member.

Nomination andCompensation Committee

The Board of Directors is composed of at least threemembers and a maximum of eighteen members, as wellas one or two non-voting members chosen from among
the shareholders or not.

✔

✔

✔

✔

✔
Chairwoman
Chairwoman(1) Positions held outside the Believe Group.
(2) It should be noted that Denis Ladegaillerie and John Doran, as well as Ventech, represented by Alain Caffi, and Siparex XAnge Venture, represented by
Nicolas Rose, have been members of the Board of Directors since its creation in 2014, when the Company was still a French simplified joint-stockcompany (société par actions simplifiée) with a Board of Directors.
(3) The internal rules of the Board of Directors stipulate that the directors, representing shareholders whose company procedures prohibit the direct
holding of shares by their representatives, are not, pursuant to the decision of the Board of Directors, subject to the obligation to hold at least 100
Company shares throughout their term of office. Thus, it should be noted that, for all intents and purposes, Alain Caffi, Ventech's permanent natural
person representative, does not hold any shares in a personal capacity and that the 11,684,314 shares are held by the shareholder Ventech. Likewise,John Doran, a natural person director representing the shareholder TCV, does not hold any shares in a personal capacity.
(4) The 5,000 shares are held by Knightly Investments, whose share capital is wholly-owned by Orla Noonan.

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4

Corporate governance
The Board of Directors

4.2.2 List of offices and positions held by members of the Boardof Directors as of December 31, 2023
Denis Ladegaillerie
Chairman and Chief Executive Officer
Member of the CSR Committee
Professional experience/Expertise

54 years
FrenchBusiness address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCEFirst appointed:
May 25, 2021

A graduate of Sciences-Po Paris, ESCP Europe and Duke University in Durham in the USA. He
began his career in 1998 in New York, practicing business law in an international firm. In 2000, hejoined Vivendi in Paris as a business analyst and continued his career within the Group in New
York as Chief Financial and Strategy Officer for digital activities at Vivendi Universal, until 2004.
On the strength of his past success in online music, in 2005 Denis Ladegaillerie founded theCompany. Under the leadership of Denis Ladegaillerie, the Group defined its “Shaping Music forGood” CSR strategy, which was integrated into Believe’s business model with a view to developing
a diverse, inclusive and sustainable music industry. Denis Ladegaillerie has been a member of the
CSR Committee since its creation in 2021 and is involved in various initiatives to foster Diversity,
Equity and Inclusion (for further details, see Chapter 2 - Corporate Social Responsibility).
Offices and positions held as ofDecember 31, 2023

Within the Group:

Offices and positions held
over the past five years
but no longer held:●

Within the Group:

2025

●

●

Share ownership:
12,101,320(1)● Believe Music America LLC – Sole Member ofthe LLC is Believe International Holding Inc. ofwhich Denis is the Sole Director

Expertise:

Outside the Group:Media and Entertainment● Experience inManagement /Governing Body
● Innovation, Digitization
and Technology● Finance / Risk
Management● Strategy● International experience● CSR● Governance, Ethics andCompliance● In-depth knowledge ofthe Group as founderof the Company●

End of term:●

Believe International S.à r.l. – Manager A
Believe Digital Holdings Inc.– Director● Believe International Holding Inc.– Director● Believe Digital GmbH – Manager

None

Believe Music SEA Private Limited – Director
Believe Music (Shanghai) Company Limited –Executive Director andChief Executive Officer● Believe Digital Private Limited – Director
and Chief Executive Officer● Canvas Talent Private Limited – Director● Entco Music Private Limited – Director● Ishtar Music Private Limited (formerly Venus
Music Private Limited) – Director● TuneCore Inc. – Chief Executive Officer● Believe Digital Canada Inc. – Director andChairman● Soundsgoood SAS – Chairman● Ircam Amplify – Permanent Representative ofBelieve and member of the Strategic Committee● Believe Digital SRL – Director andChairman of the Board of Directors● Dogan Muzik ve Yapim Ticaret A.S. – Director
and Chairman of the Board of Directors● Believe Digital OOO – Manager● Believe Direct Limited – Director● TuneCore Japan KK – Director andRepresentative Director● TuneCore Inc. – Director●

Outside the Group:●None(1) At December 31, 2023, Denis Ladegaillerie held 12.46% of the share capital.

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Corporate governance
The Board of Directors

John DoranDirector(1)Member of the Nomination and Compensation Committee
Professional experience/Expertise
With an MBA from Harvard Business School and a BA in Economics from Harvard College, John
Doran began his career in investment banking at Morgan Stanley in London and New York. He
then served as Vice President of Summit Partners from 2009 to 2012, where he focused oninvestments across software, Internet, and financial technology.
45 years
Irish

In 2012, he joined TCV as General Partner based in London, and also served as a founding
member of European Investment Efforts and member of the Executive Committee.

Business address:

Offices and positions held as ofDecember 31, 2023

24, rue Toulouse-Lautrec
75017 PARIS – FRANCE

Within the Group:●

Outside the Group:

May 25, 2021●

2025
Share ownership:0(1)Expertise:International experience
Innovation, Digitization
and Technology● Media and Entertainment● Strategy● Finance / Risk
Management● Experience inManagement /Governing Body
● Governance, Ethics andCompliance● In-depth knowledgeof the Group throughhis historical presence
within the Company’s
governance bodies●●

Within the Group:

None

First appointed:

End of term:

Offices and positions held
over the past five years
but no longer held:●

Supervista AG (Brillen.de) – Member of theSupervisory Board● FlixMobility GmbH – Member of theSupervisory Board(2)● Grupa Pracuj SA– Member of the Supervisory
Board● Mambu B.V. - Director and memberof the Compensation Committee● Retail Logistics Excellence – RELEX Oy –Director and member of the Audit Committee● Revolut. Ltd. – Non-voting member(2)● Sportradar Holding AG– Director
and member of the Compensation Committee● Trade Republic Bank GmbH – Non-voting
member● WorldRemit Limited – Director, member of the
Audit Committee and member of theCompensation Committee● Technology Crossover Ventures UK, LLP –Partner● Allica Bank Ltd., Non-voting member

None

Outside the Group:●

None(1) Pursuant to the Shareholders’ Agreement, John Doran was appointed as a natural person director, on the proposal of TCV, a shareholder which held
41.14% of Believe's share capital as of December 31, 2023.
It should be noted that, for all intents and purposes, John Doran, in accordance with the Internal Rules of the Board of Directors, as a director
representing a shareholder whose corporate procedures prohibit the direct holding of shares by their representatives, is not required to hold at least
100 Company shares throughout their term of office. Thus, John Doran, a natural person director representing the shareholder TCV, does not hold any
shares in a personal capacity.
(2) Listed company.

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Corporate governance
The Board of Directors

VENTECH represented by Alain Caffi
Director (1)Member of the Audit Committee
Member of the CSR Committee
Professional experience/Expertise

71 years
FrenchBusiness address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCE

A graduate of Kansas University in Lawrence in the United States, and of the École supérieure decommerce de Clermont Ferrand, Alain Caffi is also a Certified Public Accountant. He joined theprivate equity industry in 1986 when he joined the Natixis group, as Chief Executive Officer ofSofineti, then as Investment Manager of Natixis Private Equity, and finally as Chief Executive
Officer of FSD Capital Dévelopment. In 1998, he founded Ventech, an international venture capitalcompany that invests mainly in post-seed and series A companies, of which he is currently Chief
Executive Officer. In addition to his operational activities, he was also director of Natixis Private
Equity (5 billion under management) between 1999 and 2007, when Ventech became an
independent company.

First appointed:

Offices and positions held as ofDecember 31, 2023

May 25, 2021

Within the Group:

End of term:
2025
Share ownership:
11,684,314(1)Expertise:Innovation, Digitization
and Technology● Media and Entertainment● Strategy● Experience inManagement /Governing Body
● Finance / Risk
Management● International experience● Governance, Ethics andCompliance● In-depth knowledgeof the Group throughhis historical presence
within the Company’s
governance bodies
●

●

None

Outside the Group:

Ventech – Chief Executive Officer● Ventech China S.à.r.l.- Manager● Ventech China lux S.à.r.l.- Manager● Ventech Global S.à.r.l. – Manager● Chattermill Analytics Limited – Director● My Pass Pro – Artur’In – Member of the Board(as representative of Ventech)● Sebbin – Member of the Strategic Committee(as representative of Ventech)● SCI CAFFIS II – Manager● SCI Caffis – Manager● SARL AGORA – Manager● CAFFIS Venture – Manager●

Offices and positions held
over the past five years
but no longer held:

Within the Group:●

None

Outside the Group:

Mamsy – Board member
Hostmaker (Flying Jamon) – Investor director● The Agent – Board member (as representativeof Ventech)● Tell Me Plus – Director (as representativeof Ventech)● Gosu – Observer Advisory Committee(as representative of Ventech)●●(1) Pursuant to the Shareholders’ Agreement, Ventech was appointed as a director, represented by Alain Caffi on a permanent basis, on the proposal of
Ventech, a shareholder which held 41.14% of Believe's share capital at December 31, 2023. It should be noted that, for all intents and purposes, Alain
Caffi, in accordance with the Internal Rules of the Board of Directors, as a director permanently representing a shareholder whose corporate procedures
prohibit the direct holding of shares by their representatives, is not required to hold at least 100 Company shares throughout their term of office. Thus,
Alain Caffi, the permanent representative of Ventech, does not hold any shares in a personal capacity. At December 31, 2023, the 11,684,314 shareswere wholly owned and held directly by the funds managed by Ventech, representing a total stake of 12.03% of the share capital.

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Corporate governance
The Board of Directors

Anne-France Laclide-Drouin
Independent director
Chairwoman of the Audit Committee
Chairwoman of the CSR Committee
Professional experience/ExpertiseAnne-France Laclide-Drouin is a graduate of the Institut Commercial de Nancy (ICN) and of the
University of Mannheim. She also obtained a postgraduate diploma in accounting and finance.
56 years
FrenchBusiness address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCEFirst appointed:
June 11, 2021
End of term:
2024
Share ownership:
150
Expertise:
Finance / Risk
Management● Experience inManagement /Governing Body
● International experience● Innovation, Digitization
and Technology● CSR● Governance, Ethics andCompliance●

Anne-France Laclide-Drouin began her career at PricewaterhouseCoopers before holding a
number of positions in the finance departments of international groups in various fields such as
distribution, luxury goods and optics, enabling her to acquire international experience. From 2001,
she successively held the positions of Administrative and Financial Director at Guilbert, then at
Staples, AS Watson (Marionnaud) and GrandVision. From 2013 to 2017, Anne-France LaclideDrouin was Chief Financial Officer of the Idemia group (formerly Oberthur Technologies),
responsible for the group’s finance and legal functions, then Chief Financial Officer of Consolis
Holding SAS and member of the Executive Committee of Consolis Group SAS from 2017 to 2020.
From 2021 to 2022, Anne-France Laclide-Drouin served as Chief Financial Officer (CFO) and Chief
Compliance Officer of RATP Développement, the international arm of the RATP group. From 2017
until April 2023, Anne-France Laclide-Drouin was an independent member of the Solocal Board of
Directors and chaired its Audit Committee.
Since 2017, she has been an independent director on the Board of Directors of CGG and chairs the
Audit and Risk Management Committee and is a member of the HSE (Health, Safety andEnvironment) and Sustainable Development Committee. Since 2023, she has served as Chief
Financial Officer (CFO), Chief Corporate Officer (CCO) and member of the Management Committee
of Ingenico.
Offices and positions held as ofDecember 31, 2023

Offices and positions held
over the past five years
but no longer held:

Within the Group:●

Within the Group:

None

Outside the Group:●

CGG(1) – Director, Chairwoman of the Audit andRisk Management Committee and member ofthe HSE and Sustainable Development
Committee● Poseidon Bidco SAS (Ingenico) - Group Chief
Financial Officer (CFO) and
Chief Corporate Officer● Poseidon Holdco SAS and Poseidon Bidco SAS Deputy Chief Executive Officer(1)● Solocal– Director and Chairwomanof the Audit Committee (until April 2023)●

None

Outside the Group:

Consolis Group SAS – Member of the Executive
Committee● Consolis Oy AB – Director● Parma Oy – Director● WPS Ujski – Member of the Supervisory Board
and Chairwoman● Philbert Tunisie SA – Director● ASA Epitoipari Kft – Member of theSupervisory Board● Compact (BC) SARL – Manager● Spaencom AS – Director● Compact (BC) Lux II S.C.A.- Manager● Spenncon AS – Director● Bonna Sabla SA – Director● RATP Développement – Member of theManagement Board and Chief Financial Officer
(1)
● CGG
– Member of the Investment Committee●(1) Listed company.
It should be noted that Anne-France Laclide-Drouin has been a member of the ad hoc Committee since its creation on February 11, 2024.

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4

Corporate governance
The Board of Directors

Orla Noonan
Independent director
Chairwoman of the Nomination and Compensation Committee
Member of the Audit Committee
Professional experience/Expertise

54 years
Irish and French
Business address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCEFirst appointed:
June 11, 2021
End of term:
2025
Share ownership:
5,000(1)Expertise:International experience● Media and Entertainment● Experience inManagement /Governing Body
● Strategy● Finance / Risk
Management● Innovation, Digitization
and Technology● Governance, Ethics andCompliance●

Graduate of HEC Paris (in 1994) and a BA (Economics) from Trinity College in Dublin (in 1992), Orla
Noonan has been Chairwoman of the Board of Directors of Adevinta, the world leader in online
classifieds since 2018.
Orla Noonan began her career in 1994 in investment banking in London at Salomon Brothers as afinancial analyst, notably in the media/telecom sector. She joined the AB group in 1996 as director
in charge of business development, M&A and financial communication. She led IPOs in New Yorkand Paris as well as external growth operations, including the acquisitions of the TV channels RTL9
and TMC. She was Chairwoman of the television channel NT1 between 2005 and 2010. Orla
Noonan became Executive Vice President of the group in 1999 and a member of its Board of
Directors in 2003. Chief Executive Officer of Groupe AB from 2014 to 2018, she pursued a policy ofacquiring independent production companies, thus strengthening the group’s position as the
French leader in the production and distribution of audiovisual content.
Orla Noonan has been an independent director of TF1 since 2022, SMCP since 2017 and Agence
France Presse (AFP) since 2019, as well as a member of the Commitment Committee of Investir&+.
She has been an independent director of Iliad SA for 12 years (from 2009 to 2021) and of
Schibsted Media group between 2017 and 2019.
Offices and positions held as ofDecember 31, 2023

Within the Group:●

None

Outside the Group:

SMCP(2) – Independent director and Chairwomanof the Audit Committee● AFP – Director and member of theCompensation Committee● Knightly Investments SAS – Chairwoman(2)● Adevinta– Chairwoman of the Board and theCompensation Committee(2)● Television France 1 (TF1)– Independent
director, Chairwoman of the Nomination andCompensation Committee and member ofthe Audit Committee●

Offices and positions held
over the past five years
but no longer held:

Within the Group:●

None

Outside the Group:●

Illiad – Independent director(1) The 5,000 shares are held by Knightly Investments, whose share capital is wholly-owned by Ms Orla Noonan.
(2) Listed company.
It should be noted that Orla Noonan has been the Chairwoman of the ad hoc Committee since its creation on February 11, 2024.

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FSP, represented by Cécile Frot-Coutaz
Independent director(1)Member of the Audit Committee
Member of the Nomination and Compensation Committee
Professional experience/Expertise

57 years
FrenchBusiness address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCEFirst appointed:
June 11, 2021: first
appointment
January 1, 2022:
appointment aspermanent
representative of FSP
End of term:
2024

Cécile Frot-Coutaz holds an MBA from INSEAD and began her media career at Pearson. She
helped transform Pearson Television to the leading international producer, later to be known asFremantleMedia. After a short stint in San Francisco creating online and interactive strategies, shejoined in 2002 the North American headquarters of FremantleMedia. She had a number of senior
roles leading to her promotion to Chief Executive Officer, North America in 2005. She was thenpromoted to Global Chief Executive Officer of FremantleMedia, a role she occupied until 2018.
After that, Cécile Frot-Coutaz spent close to 3 years at YouTube leading its business in Europe, theMiddle East & Africa, in charge of YouTube’s business, strategy and content partnerships acrosscomplex and ever-changing regions.
In September 2021, Cécile Frot-Coutaz joined the Sky Group as Chief Executive Officer of Sky
Studios, the division of the company that is charged with developing, commissioning andproducing its scripted and documentary output.
Offices and positions held as ofDecember 31, 2023

Within the Group:●

None

Outside the Group:●

Sky Studios UK – Chairwoman and Chief
Executive Officer

Offices and positions held
over the past five years
but no longer held:

Within the Group:●●●

Share ownership:

None

Outside the Group:

YouTube UK – VP EMEA
Fremantle UK – Chairwoman and Chief Executive
Officer

3,559,433(1)Expertise:International experience
Experience inManagement / Governing
Body● Finance / Risk
Management● Innovation, Digitization
and Technology● Media and Entertainment● Strategy●●(1) Pursuant to the Investment Contract (see below), Fonds Stratégique de Participations (FSP), a shareholder that held a 3.67% stake at December 31, 2023,
was appointed director and is represented by Cécile Frot-Coutaz on a permanent basis. It should be noted that, for all intents and purposes, Cécile FrotCoutaz, in accordance with the Internal Rules of the Board of Directors, as a director permanently representing a shareholder whose corporate
procedures prohibit the direct holding of shares by their representatives, is not required to hold at least 100 Company shares throughout their term ofoffice. Thus, Cécile Frot-Coutaz, permanent representative of the director FSP, does not hold any shares in a personal capacity. The 3,559,433 shareswere wholly owned by FSP as of December 31, 2023, representing a total stake of 3.67% of the share capital.
It should be noted that the FSP, represented by Cécile Frot-Coutaz, has been a member of the ad hoc Committee since its creation on February 11, 2024.

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Non-voting member

Siparex XAnge Venture, represented by Nicolas Rose
Non-voting member
Professional experience/Expertise57
FrenchA graduate of the University of Michigan in the United States and with a Master of International
Business from the École des ponts, Nicolas Rose began his career in 1990 with J.P. Morgan's
investment banking division, then, in 1996, he became a financial analyst at Hambrecht & Quist in
Europe. He then joined the venture capital industry in 1999 as an associate director at ABN AMRO,
and in 2004 at XAnge (Siparex Group), an early-stage investment fund company (through funds
managed by the management company), which is a shareholder of Believe. He is currently
Managing Partner of XAnge.

Business address:
24, rue Toulouse-Lautrec
75017 PARIS – FRANCEFirst appointed:
June 11, 2021
End of term:
2025
Share ownership:
6,106,558 (1)Expertise useful to theBoard:● Innovation, Digitization
and Technology● Strategy●In-depth knowledge ofthe Group through his
historical presence within
the Company’s
governance bodies.
(1) It should be noted that the 6,106,558 shares were wholly owned by Siparex XAnge Venture as of December 31, 2023, as Nicolas Rose does not hold any
treasury shares.

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4.2.3 Rules on the composition and diversity of the Boardof Directors
Provisions provided for by the articles
of association and the Internal Rulesof the Board

The General Meeting of June 26, 2024 will be asked torenew the term of office of Ms Anne-France LaclideDrouin, which expires in 2024.

The Internal Rules were adopted by the Board of Directors
at its meeting of June 11, 2021, and most recently
amended by the Board of Directors of December 14, 2023.
These Rules are available in full on the Company’s
institutional website, under the heading “Governance”.

Age limit

Number of directors
The articles of association provide that the Company isgoverned by a Board of Directors of at least threemembers and a maximum of eighteen members, save asotherwise provided by law.
The Board may appoint one or two non-voting members,either natural or legal persons, chosen from among theshareholders or from outside that group. Non-voting
members are called upon to attend Board meetings as
observers and take part in deliberations in an advisory
capacity.
A non-voting member serves a term of four years, which isrenewable.
It should be noted that, as the Company and Group
headcount is below the legal thresholds provided for in
Article L.225-27-1 of the French Commercial Code, theCompany’s Board of Directors does not have any
director(s) representing employees. However, pursuant to
Article L. 2323-62 of the French Labor Code, two membersof the Social and Economic Committee (“SEC”) sit on the
Board of Directors. It should be noted that these two
members of the SEC are not included in the compositionof the Board of Directors.
At December 31, 2023, the Board of Directors wascomposed of seven (7) members, including six (6)directors, the minimum number required under theterms of the Shareholders’ Agreement (see below),
and one (1) non-voting member.

Appointment method
During the life of the Company, the directors are appointed
or reappointed by the Ordinary General Meeting.
Between two General Meetings, and in the event of avacancy due to death or resignation, the Board may
perform temporary appointments; they are then submitted
for ratification at the next Ordinary General Meeting.

Term of officePursuant to Article 15 of the articles of association, a
director serves a term of four years, and may bereappointed.

Directors may not be over 75 years of age. Moreover, thenumber of directors over the age of 70 may not exceed
one-third of the directors in office.
The Chairman of the Board of Directors may not be morethan 75 years old.
As of December 31, 2023, the average age on the
Board was 56 and none of the Board members in
office were over the age of 75. However, one member
is over the age of 70, but the threshold of one-third of
directors in office has not been reached.

Multiple offices
The Internal Rules stipulate that accepting the position ofmember of the Board of Directors implies devoting to thisfunction the time and attention necessary for the lastingand serene exercise of their functions.
In particular, each member of the Board undertakes not to
accept more than four (4) other terms of office as amember of the Board of Directors or Supervisory Board inlisted companies outside the Group, including abroad, andmust keep the Board informed of offices held in othercompanies, including his or her participation in the Board
Committees of these French or foreign companies.
As of December 31, 2023, no Company director held
more than four non-executive corporate offices inlisted companies outside the Group, both French and/or foreign, which fully meets the recommendations of
the AFEP-MEDEF Code. It should be noted that, for all
intents and purposes, the director with the most nonexecutive offices has a 100% attendance rate on the
Company bodies of which they are a member.

Share ownership
Each member of the Board must own at least 100
Company shares throughout their term of office and inany event no later than six (6) months after their
appointment.
As of December 31, 2023, all directors held at least 100
Company shares.
By way of exception, this obligation does not apply (i)where applicable, to directors representing the Group’s
employees or (ii) by decision of the Board of Directors, todirectors representing shareholders whose internal
procedures prohibit the direct ownership of shares by
their representatives.

By exception, the General Meeting may, either institute or
maintain staggered renewals on the Board, appoint one
or more directors for a different term not exceeding four(4) years or reduce the term of one or more sitting
directors to less than four (4) years.

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Consequently, pursuant to the second exception set
out above, Mr John Doran and Alain Caffi, representing
respectively the shareholder companies TCV and
Ventech, whose procedures prohibit the company fromdirectly holding shares, is therefore exempted fromholding the minimum quota of Believe shares in theframework of the performance of their duties.

Compensation
Committee,
shallreviewthequalification of independence by taking specifically into
account the shareholding structure of the Company
and the existence of a potential conflict of interest. The
AFEP-MEDEF Code specifies that directors representing
major shareholders of the Company may beconsidered as independent if these shareholders do
not participate in the control of the Company.

Independence of the Board with regard to
the criteria defined by the AFEP-MEDEF Code

The Board may consider that a Board member who meetsthe above criteria may not be deemed to be independentconsidering his or her particular situation or theCompany’s, with respect to its shareholding or for any
other reason.

The Nomination and Compensation Committee annuallyreviews the status of each member of the Board of
Directors with regard to the independence criteria definedby the AFEP-MEDEF Code.
This review is also carried out each time a term of office isrenewed or a new Board member is appointed.
After review, the Nomination and Compensation
Committee presents its findings to the Board of Directors,
which makes a final decision on the independence of its
members.
Directors are considered independent when they have no
relationship whatsoever with the Company, its Group or
its management that could compromise the exercise of
their freedom of judgment.
The independence of each member of the Board isassessed based on the following criteria:
●

●

●

●

●

●

●

164

not to be an employee or an executive director of theCompany, an employee or executive director or memberof the Board of Directors or of the supervisory board of
any company which consolidates it, or of a company
which is consolidated by it, and must not have held such
position within the five previous years;
not to be an executive director of a company in which
the Company is directly or indirectly a member of theBoard of Directors or of the supervisory board or, inwhich an employee appointed as such or an executive
director of the Company (either current or within theprevious five years), is a member of the Board of
Directors;
not to be a customer, supplier, commercial banker,
investment banker or significant professional adviserof the Company, its Group or for whom the Company
or its Group represents a significant portion of business(nor to be directly or indirectly related with such
person); the assessment of whether or not therelationship with the Company or the Group issignificant shall be discussed by the Board and thecriteria leading to this assessment explained in the
Universal registration document;
not to have any close family ties with a corporate
officer of the Company;
not to have been a statutory auditor of the Company
within the previous five years;
not to have been a member of the Board of theCompany for more than twelve years;for Board members holding ten percent (10%) or moreof the Company’s share capital or voting rights, orrepresenting a legal entity holding such participation,
the Board, upon a report by the Nomination andUniversal registration document 2023 - Believe

Each member qualified as independent shall inform the
Chairman, as soon as he or she becomes aware of it, of any
change in his or her personal situation with respect to such
criteria.
To determine whether there are significant relationships
likely to affect a director’s independence, the Board uses
quantitative and qualitative criteria, in particular:●●

the amount of revenue generated between Believe andthe group to which the director is affiliated; andthe nature and duration of the relationship.

At its meeting of February 22, 2024, the Nomination andCompensation Committee discussed the definition of
independent director with regard to the criteria set out in
the AFEP-MEDEF Code.
In order to prepare the annual review of the
independence of directors, over the month of January2024, the Nomination and Compensation Committee sent
an independence questionnaire to directors. The
Committee then analyzed each director’s situation, andcollected their responses.
On March 13, 2024, the Board of Directors reviewed theindividual situation of each director with regard to the
independence criteria defined by the AFEP-MEDEF
Code.
At the same meeting, it confirmed, on the advice of
the Nomination and Compensation Committee, thatthree (3) directors out of six (6), namely Cécile FrotCoutaz, Anne-France Laclide-Drouin and Orla Noonan,
could be considered as independent members, thus
representing an overall independence rate of 50% on
the Board of Directors, the minimum rate required
under the terms of the Shareholders’ Agreement (seebelow) and pursuant to the AFEP-MEDEF Code.
The Board of Directors, with the assistance of theNomination and Compensation Committee, ensures that itcomplies with the recommendations of the AFEP-MEDEF
Code on the independence of its own Committees.
Thus, the Board ensures that at least two-thirds of themembers of the Audit Committee and more than half ofthe members of the Nomination and Compensation
Committee and the CSR Committee are independent
directors.
The table summarizing the independence criteria definedby the AFEP-MEDEF Code and set out in the Board's
Internal Rules sets out the individual situation of each ofour directors, as presented below.

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Corporate governance
The Board of Directors

Independence criteria

Denis
Ladegaillerie

Alain
Caffi

John
Doran

CécileFrot-Coutaz

Anne-France
Laclide-Drouin

Orla
NoonanSUMMARY TABLE ON THE INDEPENDENCE OF DIRECTORS (EXCLUDING THE NON-VOTING MEMBER)

Criterion 1: Not to be, or not to have been in thelast five years, an employee or a corporate officer

N/A

✔

✔

✔

✔

✔

Criterion 2: Absence of cross-directorships

N/A

✔

✔

✔

✔

✔

Criterion 3: No significant business relationships

N/A

✔

✔

✔

✔

✔

Criterion 4: No family ties

N/A

✔

✔

✔

✔

✔

Criterion 5: Not to have been a Statutory Auditor
over the previous 5 years

N/A

✔

✔

✔

✔

✔

Criterion 6: Not to have been a member of theBoard of Directors for more than 12 years

N/A

✔

✔

✔

✔

✔

Criterion 7: Status of the non-executive corporate
officer

N/A

✔

✔

✔

✔

✔

Criterion 8: Status of the major shareholder(⩾ 10% of the share capital or voting rights)

N/A

✘

✘

✔

✔

✔

N/A

NI

NI

IND

IND

IND

Conclusion
NI = Non-Independent
IND = Independent

Shareholders’ Agreement
In addition to the governance rules set out below, theCompany is also required to comply with the governanceclauses resulting from the Shareholders’ Agreement
signed on June 9, 2021 between Denis Ladegaillerie andthe companies TCV, XAnge and Ventech, historicalshareholders of the Company, which are reproduced
below:●

the Board must comprise at least six members, andbe made up of at least 50% independent directors
within the meaning of the AFEP-MEDEF Code;At December 31, 2023, the Board was composed of six
directors, half of whom were independent. This
commitment is being honored.
●

one seat on the Board must be allocated to Mr
Denis Ladegaillerie, founder of the Group;

Denis Ladegaillerie was appointed Chairman of theCompany on May 25, 2021. This commitment is being
honored.
●one seat on the Board must be allocated to
candidates recommended by TCV, provided that TCV(and its affiliates) directly or indirectly hold at least 5%of the Company’s share capital; the director appointed
thereby sitting on the Nomination and Compensation
Committee;

representing the shareholder TCV, sat as a director on the
Board of Directors and as a member of the Nomination
and Compensation Committee during the 2023 fiscal year
and will continue to do so es-qualites in 2024. This
commitment is being honored.
●

one seat on the Board shall be allocated to
candidates recommended by Ventech, provided that
Ventech (and its affiliates) directly or indirectly hold atleast 5% of the Company’s share capital; the director
appointed thereby sitting on the Audit Committee
and the CSR Committee;

At December 31, 2023, Ventech held 12.03% of theCompany's share capital. Alain Caffi served as Ventech's
permanent representative on the Board of Directors andas a member of the Audit and CSR Committees in 2023,
and will continue to do so es-qualites in 2024. This
commitment is being honored.
●

one seat of non-voting member will be allocated to
XAnge, provided that XAnge (and its affiliates) directly
or indirectly hold at least 5% of the Company’s sharecapital.

At December 31, 2023, XAnge held 6.29% of theCompany's share capital. Nicolas Rose was a non-voting
member of the Board of Directors in 2023, and willcontinue to do so es-qualites in 2024. This commitment isbeing honored.

At December 31, 2023, TCV held 41.14% of the Company's
share capital. John Doran, a natural person director

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Investment contract
On May 31, 2021, the Company and Fonds Stratégique deParticipations (“FSP”) entered into an investment contract
under which it was agreed, among other things, that
FSP would sit on the Company's Board of Directors as
a director, provided it held a stake of at least 2.5% of theCompany's capital.
As of December 31, 2023, FSP held 3.67% of theCompany’s share capital, and Cécile Frot-Coutaz served asa permanent representative of FSP on the Board of
Directors, and as a member of the Audit Committee andthe CSR Committee, over the 2023 fiscal year, and willcontinue to do so es-qualities in 2024. This commitment isbeing honored.

Diversity policy for the Board of Directors
The Board of Directors strives to reflect a diversity ofexperience, a high level of competence and expertise,internal and external credibility, and the stability of theCompany's governing bodies.
During its meetings, the Board notably ensures thatmembers are given ample opportunity to express theirideas, open up the debate, and engage in reflection toachieve highly qualitative and efficient exchanges, indepth involvement and exemplary integrity for an efficientand powerful operation.
It ensures that its members are able to represent theinterests of all of the Company’s shareholders and, moregenerally, all stakeholders. This broad vision allows theCompany to understand issues in greater detail andpotentially anticipate emerging issues to be addressed.
Each year, the Board of Directors considers the desiredbalance of its membership and that of its Committees,
notably in terms of independence and diversity(representation of men and women, nationalities,
professional skills and experience, expertise, etc.).
The policy on the diversity of the composition of the Boardand its Committees aims to represent a variety ofprofessional skills and experiences, providing strategic
input and multidisciplinary knowledge to form an efficientsynergy that benefits the Company.

166

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The Board pays particular attention to diversity in terms ofnationality and international experience, thus reflecting
the variety of cultures and the diversity of the countries inwhich the Group operates.
In accordance with regulations, the Board also ensuresthat it implements a policy of balanced representation
between women and men in the composition of theBoard. It also ensures that this policy is applied to thecomposition of its Committees.
Lastly, the Board ensures the appropriate proportion of
independent members on the Board and its Committees,in accordance with the regulations and the provisions of
the AFEP-MEDEF Code (see above).

Balanced representation of women and menon the Board
On January 1, 2023, the composition of the Board of
Directors changed from more female to strictly equal
representation, following the resignation of Ms Kathleen
O'Riordan, which became effective on December 31, 2022,
and who has not yet been replaced.
During 2023, there were no changes in the composition ofthis body, so that the Board of Directors still had a strictly
equal number of members at December 31, 2023.
The composition of the Company's Board of Directors is inline with the legal provisions set out in Articles L. 225-18-1
and L. 22-10-3 of the French Commercial Code, with 50%
women, which is higher than the legal minimum of 40%.
On March 13, 2024, the Board of Directors decided, on therecommendation of the Nomination and Compensation
Committee, to propose to the Company’s General Meetingof Shareholders to be held on June 26, 2024 the renewalof the term of office of a female director whose term willend following said Meeting.
At the end of the General Meeting of June 26, 2024, andsubject to the approval of the resolution renewing theterm of office of this director, the Board of Directors
would still be composed, excluding the non-voting
member, of six directors, of which three women and threemen, i.e. a percentage of women higher than the legal
rate of 40%.

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Corporate governance
The Board of Directors

SUMMARY TABLE OF THE DIVERSITY POLICY APPLIED TO THE BOARD OF DIRECTORSIMPLEMENTATION AND RESULTS
FOR THE 2023 FISCAL YEAR

CRITERIA

POLICY AND OBJECTIVES

Size of the Boardof Directors

The articles of association provide At 31 December 2023, the Board of Directors was composed
for a membership of at least three of six directors, i.e. the minimum required by the
directors and no more than 18 Shareholders’ Agreement.
directors.
Year after year, the Board of Directors will continue to assess
The
Shareholders’
Agreement the size of its membership and decide to include newprovides for a stricter minimum members when the Company’s business so requires.
membership than the articles of
The Board of Directors considers that its membership is
association, with the presence of atbalanced, with the presence of three directors with historicalleast six directors.
knowledge of the Company.

Age limit

The articles of association provide As of December 31, 2023:
for:● the members of the Board of Directors ranged in age from● no director may be over 75;
45 to 70, with an average age of 56;●

ParityRepresentationof women andmen

the number of directors over theage of 70 may not exceed 1/3 ofthe directors in office.

Compliance with legal provisions on
gender diversity, which require aminimum of 40% of each gender(L. 22-10-3 and L. 225-18-1 of theFrench Commercial Code).

●

one director reached the age of 70, representing a rate of
16.7%, which means that the threshold of one-third(33.33%) of directors in office has not been reached.

As of December 31, 2023, the Board of Directors had a strictly
balanced composition (excluding non-voting members) withthree women and three men, thus representing a percentageof women of 50%, higher than the legal minimum.

Desire to maintain or strengthen the The Board of Directors considers the current ratio to besatisfactory.
gender balance on the Board.
GenderbalanceCommittees.

on

the The three Board Committees are each chaired byindependent women directors. The Committees arecomposed of three to four members, with a percentage ofwomen of 75% for the Audit Committee, 67% for the
Nomination and Compensation Committee, and 33% for the
CSR Committee.

Availability

Regular attendance by members of
the Board of Directors to ensure
the efficient operation of theCompany's corporate bodies.

Professional
qualifications
and experience

Need for international profiles or A full biography of each director can be found at the start ofprofiles with international cultures this Chapter, and a summary of the skills available on thetosupporttheCompany's Board of Directors can be found in the skills matrix below.
geographic expansion.

Nationality

Independence

In 2023, the average attendance rate for Board members was
96% (excluding non-voting members), 100% for the Audit
Committee, 92% for the Nomination and Compensation
Committee, and 89% for the CSR Committee; these figuresreflect the considerable involvement and diligence of thedirectors.

Profiles with varied expertise
enabling the Company to benefit
from additional and/or new skills
essential to its activity.

The Board of Directors considers that the diversity of profiles
and the range of skills and competencies represented by its
members are satisfactory, but wishes to strengthen andfurther diversify its composition at the appropriate time, inline with the Group's development.

Number of independent members
equal to or greater than 50% in
accordance with the AFEP-MEDEF
Code
and
the
Shareholders’
Agreement.

At December 31, 2023, the Board was 50% composed(excluding the non-voting member) of independent
members, in line with the recommendations of the AFEPMEDEF Code and the terms of the Shareholders’ Agreement.

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Diverse representation on the BoardAt December 31, 2023, the Board of Directors was composedof six directors, most of whom are French nationals; one
member is an Irish national and one member is both an Irish
and a French national.
The Board benefits from a variety of high-level skills andhighly qualitative experiences acquired in companies with●Media and Entertainment;●International experience;●

Executive Management;●

Innovation, Digitization and Technology;●

Finance / Risk Management;

●

CSR;

●

Strategy;●

Governance, Ethics and Compliance.

At its meeting of December 14, 2023, the Board of
Directors approved the new skills matrix, on therecommendation of the CSR Committee and theNomination and Compensation Committee, to present ina more detailed and individualized way the skills
represented on the Board, notably in terms of CSR, andthe overall rate achieved for each of them and per
director. In addition to presenting a new, moretransparent grid, this new matrix complies with therecommendations of the AFEP-MEDEF Code, the AMF
report on Corporate Governance and requests fromvoting agencies.

168

multi-sectoral activities, and with different cultures andpractices, all of which combine to provide the Board with ahighly valuable complementarity and wealth of skills. The
personal skills of each director are presented in the matrix
below. They are listed in eight (8) categories and defined
below:

Universal registration document 2023 - Believe

In 2023, the proportion of directors with CSR
competencies stood at 33%, and the Board, in line withthe wishes expressed by directors during the second
internal assessment of the Board carried out over the lastquarter of 2023, will be organizing information sessions in
2024 or 2025, focusing notably on the CSRD (“Corporate
Sustainability Reporting Directive”), to raise members'
awareness of the growing importance of CSR and climate
issues, and the concomitant increase in their duties in thisarea, which goes hand in hand with an increase in their
responsibilities.

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Corporate governance
The Board of Directors

SKILLS MATRIX OF THE BELIEVE BOARD AND COMMITTEESMedia andEntertainment

Executive
Management

Finance / Risk
Management

StrategyInternational
experience

Innovation,
Digitization
andTechnology

CSR

Governance,
Ethics andCompliance

TOTAL
Denis
Ladegaillerie

Alain CaffiuuuAnne-France
Laclide-Drouin–

Orla Noonan
CécileFrot-Coutaz

u
u

u
u
u
u
u
u

TOTAL

83%

100%

John Doran

u
u
u
u
u
u

u
u
u

u
u
u
u
u
u

u

u
u

u
u
u
u
u
u

100%

83%

100%

100%

33%

–

–
–

u
–
–

u
u
u
u
u

100%
88%
88%
75%
88%

–

75%

83%

–

Definition of skills:● Media & Entertainment: Significant experience or in-

depth knowledge of the media and entertainment
industries, including the music industry and digitalmusic platforms.

● Executive Management: person holding, or having

held, one or more executive corporate offices within
one or more management bodies (Chairperson andChief Executive Officer, Chairperson of theManagement Board, Chief Executive Officer, Deputy
Chief Executive Officer, member of the Management
Board, Vice-Chairperson, executive officer of any
entity, etc.) or member of a governing body (Executive
Committee, Extended Committee, Management
Committee, etc.) or being, or having been, a senior
executive with significant experience.

● Finance / Risk Management: significant experiencein the financial sector (investment, banking,accounting, audit or statutory audit firm, financial
market, etc.) and/or having in-depth expertise in andknowledge of financial structuring and restructuringtransactions or in risk management and/or holding, or
having held, significant positions of senior
responsibility in these areas of expertise (financial
management position or equivalent).

● Strategy: significant experience in the development

and management of long-term strategies and/or
holding, or having held, significant positions of senior
responsibility in this area of expertise (Strategy
management position or equivalent).

● International experience: any significant assignment

with, or having had, an international dimension, or beingof foreign nationality or having dual French nationality
with that of another country, or having in-depth
knowledge of geopolitics and international economics.

● Innovation, digitization and technology: significant

experience or expertise in digital and/or technologicalinnovation and/or digital technologies, notably an indepth knowledge of streaming services, social media
or digital content, digital platforms, digital promotion
or personal data protection and information systems
security, and/or holding, or having held, significant
positions with senior responsibility in this area ofexpertise (Innovation, Digitization, Technological,
Digital or similar management position).

● CSR:

significant experience in or knowledge ofsustainable development and social, environmental
and climate issues and/or holding, or having held,
significant positions of senior responsibility in thesefields (CSR management position or equivalent)● Governance, Ethics and Compliance: a person who

holds, or has held, one or more non-executive
corporate offices on one or more governance bodies(board or appointed or ad hoc Committee), and/or
who has significant experience or in-depth knowledgeof ethics and compliance.

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The Board’s Internal Rules stipulate that all members of
the Board must have the following key qualities:
●

●

●

●

they must pay careful attention to the corporate
interest;
they must have the quality of judgment, in particular of
situations, strategies and people, based in particularon their own experience;
they must have the ability to anticipate and identify
risks and strategic issues;
they must be honest, present, active and involved.

The Internal Rules of the Nomination and Compensation
Committee also specify that the Board and its Committees
must be composed of high level, skilled and experienced
people in international companies’ life, each with the time
and the willingness to participate meaningfully and with ahigh sense of the primacy of social interest, in thedevelopment of activities and performances of theCompany and its Group.
In 2023, the average attendance rate for the membersof the Board of Directors was 96% (excluding nonvoting members), stable compared to 2022 (96%); it
was, respectively, 100% for the Audit Committee, 92%
for the Nomination and Compensation Committee,
and 89% for the CSR Committee.

Process for the selection and successionof directors
The process for selecting directors appointed by theGeneral Meeting is managed by the Nomination andCompensation Committee.
The Internal Rules provide that the Nomination andCompensation Committee makes reasoned proposals to
the Board, guided by the interests of the shareholders andthe Company.
In general, the Committee must strive to reflect a diversityof experience and points of view, while ensuring a highlevel of expertise, internal and external credibility andstability of the Company’s governing bodies.

With regard to the appointment of Board members, theCommittee takes into account the following criteria: (i)desired balance of the composition of the Board in light ofthe composition and evolution of the Company's
shareholding structure, (ii) preferred number of
independent members, (iii) a balanced representation
between men and women in accordance with applicablelaw, (iv) the opportunity to renew terms of office and (v)integrity, competence, experience and independence ofeach candidate.
The Nomination and Compensation Committee must
organize a procedure to select future independent
members and carry out its own studies on potential
candidates before approaching them.
When issuing its recommendations, the Nomination andCompensation Committee must ensure that theindependent members of the Board and the Committees
include at least the number of independent members
required by the governance principles to which theCompany refers, as well as by the provisions of the
Shareholders' Agreement.
In December 2022, the Board, on the proposal of theNomination and Compensation Committee, adopted theprocedure for selecting independent directors. It was thus
decided to carry out an assessment with the members of
the Board, one year before the end of their term of office,in order to confirm with them their wish to remain, or not,a member of the Board.
In the event of a decision not to renew the term of office,the Nomination and Compensation Committee approves
the profile of the future replacement. Recruitment is thenlaunched with the support of a firm specializing in the
recruitment of Board members.
The selected candidates are presented to the Nomination
and Compensation Committee, which selects thecandidates to be presented to the Board for approval. The
appointment of the selected candidate is then put to avote at the General Meeting of Shareholders, on the
Board's proposal.

4.2.4 Changes in the composition of the Board
Changes in the composition of the Board of Directors and the Committees in 2023
DEPARTUREAPPOINTMENT

REAPPOINTMENT

BOARD OF DIRECTORS
AUDIT COMMITTEENOMINATION AND
COMPENSATIONCOMMITTEE

FSP, represented by
Cécile Frot-Coutaz(01.01.2023)(1)

CSR COMMITTEE

Anne-France Laclide-Drouin(01.01.2023)(1)(1) These two appointments took place as part of the replacement of Kathleen O'Riordan, who resigned with effect from December
31, 2022.

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On January 1, 2023, Cécile Frot-Coutaz, permanent
representative of the FSP, and Anne-France Laclide-Drouin
took up their positions, respectively, as member of theNomination and Compensation Committee andindependent Chairwoman of the CSR Committee, as
decided by the Board of Directors at its meeting ofDecember 9, 2022.

of February 11, 2024, set up an ad hoc Committee.
composed of three independent members:●●●

No other changes occurred during the 2023 fiscal year.

Orla Noonan, independent director and Chairwomanof the ad hoc Committee;
Anne-France Laclide-Drouin, independent director;
Cécile Frot-Coutaz, independent director representing
FSP on a permanent basis.

The ad hoc Committee’s duties notably include:

Changes in the composition of the Board of
Directors and the Committees in the firstquarter of 2024
In the context of the proposed public tender offer
announced on February 12, 2024 by the consortium
composed of Denis Ladegaillerie, the EQT X fund andfunds managed by TCV, targeting the Company's entire
share capital and voting rights, and pursuant to stock
market regulations, the Board of Directors, at its meeting

DEPARTURE●●●

overseeing the work of Ledouble, an independent
expert appointed on February 11, 2024 by the Board of
Directors on the proposal of the ad hoc Committee;
presenting a reasoned draft opinion on the merits of
the offer and its consequences for the Company, its
shareholders and its employees to the Board of
Directors; andmonitoring the development of the consortium’s offer
as well as any proposal that may lead to another offer
likely to be successful, in each case ensuring theircompliance with the applicable regulations.

APPOINTMENT

REAPPOINTMENT

BOARD OF DIRECTORS
AUDIT COMMITTEENOMINATION AND
COMPENSATIONCOMMITTEECSR COMMITTEE
Chaired by Orla Noonan,
Anne-France Laclide-Drouin,
AD HOC COMMITEE

Cécile Frot-Coutaz,
independent director
representing FSP(February 11, 2024)

Changes to take place in the compositionof the Board of Directors and the Committees
in 2024
Ms Anne-France Laclide-Drouin's term of office as director
expires in 2024 and her re-appointment will be proposedto the Company’s General Meeting of Shareholders on
June 26, 2024.
Since 2023, Anne-France Laclide-Drouin has held thepositions of Chief Administrative and Financial Officer(CFO), Chief Corporate Officer (CCO) and Member of theManagement Committee of Ingenico, after having
successively held similar positions at Guilbert, thenStaples, AS Watson (Marionnaud) and GrandVision. Since
2017, she has been an independent director on the Boardof Directors of CGG and chairs the Audit and Risk
Management Committee and is a member of the HSE(Health, Safety and Environment) and Sustainable
Development Committee. Her full biography is presented
in Section 4.2.2 “Information on the directors”, page 159.

This director, a French national, is an independent
member of the Board of Directors and has held thepositions of independent Chairwoman of the Audit
Committee since 2021 and independent Chairwoman of
the CSR Committee since January 1, 2023, replacing Ms
Kathleen O'Riordan, who resigned from all the positions
she held at the Company with effect from December 31,
2022. Since February 2024, she has been a member of thead hoc Committee (see above).
Ms Anne-France Laclide-Drouin is a director who is very
involved in the work of the Committees and brings to thebodies where she sits her international experience, herhigh level of financial and risk management expertise, as
well as her strategic vision and commitment in the field ofcorporate social responsibility. This expertise is doubly
valuable and strategic, because by chairing both the Audit
Committee and the CSR Committee, this form ofgovernance will further enhance its efficiency as part of
the transposition of the CSRD (Corporate Sustainability
Reporting Directive), with an effective link between the
two Committees, making for greater simplicity and fluidity.

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Since 2021, the year of the Company's IPO, her total
attendance at Board meetings has been 100%, and her
attendance at the Audit Committee and the CSR
Committee, which she chairs, has also been exemplary, at
100%.
On March 13, 2024, the Board of Directors, after reviewing
the work carried out by the Nomination andCompensation Committee on the independence of thesemembers and the number of offices outside the Company
held by them, approved the results that led theCommittee to maintain the independent status of Ms
Anne-France Laclide-Drouin, and assessed the number ofoffices held by her, which meets the requirements of theFrench Commercial Code and the recommendations of
the AFEP-MEDEF Code.

The Board of Directors, having taken note of Anne-France
Laclide-Drouin's wish to be reappointed, thus decided topropose to the General Meeting of June 26, 2024 that
Anne-France Laclide-Drouin be reappointed.
Thus, subject to the approval of the next General Meetingof Shareholders of June 26, Anne-France Laclide-Drouin
would retain her position as director, member of thead hoc Committee, and Chairwoman of the Audit
Committee and the CSR Committee.

4.2.5 Performance of the Board of Directors
4.2.5.1 Preparation and organizationof meetings

These means must allow their identification andguarantee their effective participation, under theconditions determined by the regulations in force.

The Internal Rules of the Board of Directors specify theoperating procedures of the Company’s Board of
Directors, in addition to the legal and regulatory
provisions and the Company’s articles of association.

Directors who take part in the Board’s deliberations bysuch means are deemed present for the purpose of
calculating the quorum, except for Board meetings
relating to the preparation of the separate financial
statements and consolidated financial statements and the
management report.

They are in line with industry recommendations designed
to ensure compliance with the fundamental principles ofcorporate governance, and notably those set out in the
AFEP-MEDEF Code, to which the Company refers.
The Internal Rules were approved by the Company's
Board of Directors at its meeting of June 11, 2021, andamended on December 14, 2023 to clarify the terms oftender for the appointment of a new Statutory Auditor.
The Board of Directors’ Internal Rules provide that theBoard of Directors must meet as often as the Company’s
interests require and at least four times a year.

Certain decisions of the Board of Directors may, under
the conditions provided for by the legal and regulatory
provisions in force, be taken by written consultation of thedirectors.
In 2023, the Board met nine times, with an attendance
rate of 96%, including:●

The frequency and duration of the meetings must allow
for review and discussion.
Board meetings are called by the Chairman or one of its
members by any means, even verbally.
In addition to defining the powers and responsibilities of
the Board and its Committees, the Internal Rules also lay
down the principle of the confidentiality of information
brought to the attention of Board members.
The author of the notice of meeting sets the agenda of themeetings and communicates to the directors all theinformation required to exercise their duties.

●

an “executive session” meeting, without the presenceof the executive directors, on March 20, 2022, todeliberate on the items of compensation to be paid inrespect of 2022 to Denis Ladegaillerie, Chairman andChief Executive Officer, and set his compensation
policy for the 2023 fiscal year; anda strategy seminar held on July 11, 2023, during which
Board members were given an in-depth presentation
by certain members of the Executive Committee of thehalf-year results for 2023 and initial forecasts for 20242026.

During these meetings, the Board of Directors notably
discussed the following topics:

The Internal Rules provide that directors may participate
in Board meetings by way of videoconference or
telecommunication, including through conference calls.

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WORK CARRIED OUT BY THE BOARD OF DIRECTORS IN 2023

TOPICS

WORK●

Activity and Strategy●

Regular updates on planned acquisitions;●

Information technology strategy;●

Presentation of investment projects;●

Review and adoption of the 2023 budget;

●

●
●

●

Share ownership

Preparation and approval of forward-looking management documents;
Renewal of annual authorization for the Chairman and Chief Executive Officer to issue
guarantees and comfort letters;
Annual review of the Contract (as this term is defined below), the only related-party
agreement, and review of the procedure for assessing related-party agreements;●

Review of the recommendations of financial analysts;●

Report on the work of the Audit Committee (see below).

●

Delegation of authority to the Chairman and Chief Executive Officer to record three capitalincreases following the exercise of BSA and BSPCE warrants by the beneficiaries.
Review and adoption of the diversity policies of the Board and its Committees and of thegender balance of the governing bodies, and approval of the new skills matrix;
Renewal of the sole functions of Chairman of the Board of Directors and the nonappointment of a Lead Director;●

Annual review of the independence of Board members;●

Meeting of Directors without the presence of executive directors;●●

Preparation and approval of the questionnaire for the second internal assessment of theoperation of the Board and its Committees and review of initial results;
Review of the monitoring of the implementation in 2023 of the recommendations resulting
from the first self-assessment of the Board and the Committees conducted in 2022;●

Approval of the 2022 Universal registration document;●

Preparation and convening of the General Meeting of June 16, 2023;●

Approval of the Board of Directors’ work program for 2024;●

Report on the work of the Nomination and Compensation Committee (see below).

●

●

●

●

Corporate social
responsibility

Review and approval of press releases on the annual, half-yearly and quarterly
consolidated financial statements;

Implementation of the share buyback program authorized by the General Meeting;●Compensation

Reviewing and approving the 2022 annual parent company and consolidated financial
statements and the half-year and quarterly financial statements for the 2023 financial
statements with the corresponding reports;●●

Corporate
governance

Presentation, during the strategic and executive session of topics on the 2023 half-year
review and a first approach of the 2024-2026 strategy.

●●

Finance

Review and approval of the M&A strategy and authorization of external restructuringtransactions;Issuance of a free performance share plan on the basis of the authorization of the General
Meeting of June 20, 2022;
Review and adoption of the compensation policies for corporate officers for 2023
(Chairman and Chief Executive Officer and independent directors);
Review and approval of the determination of the variable portion due to the Chairman andChief Executive Officer in respect of 2022 based on the 2022 compensation policy approvedby the General Meeting of June 20, 2022;
Review and approval of the determination of the variable portion due to the independent
directors in respect of 2022 based on the 2022 compensation policy approved by theGeneral Meeting of June 20, 2022.

●

Analysis of Chapter 2 “Corporate social responsibility” as part of the review;●

Report on the work of the CSR Committee (see below).

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It should be noted that, for all intents and purposes, theBoard of Directors of March 13, 2024, on therecommendation of the Audit Committee, decided tosubmit to the vote of the General Meeting of Shareholders
of June 26, 2024 the renewal of the term of office of ACA
NEXIA as Principal Statutory Auditors, whose term of office
expires at the end of the General Meeting called toapprove the financial statements for the fiscal year ended
December 31, 2023.
Thus, the General Meeting will have to approve therenewal of the term of office of the incumbent Principal
Statutory Auditors, ACA NEXIA, for a period of six (6) fiscal
years, i.e. until the General Meeting called to approve thefinancial statements for the fiscal year ended June 26,2029.
However, this same Meeting will be asked not to renew
the term of office of the Alternate Statutory Auditors,
PIMPANEAU & ASSOCIES, insofar as, pursuant to Article
L. 820-1 I of the French Commercial Code, the incumbent
Principal Statutory Auditors is a multi-member legal
person, and therefore the appointment or renewal of theterm of office of an Alternate Statutory Auditors is not
required.
Furthermore, at its meeting of February 11, 2024, theBoard of Directors decided, in the context of the proposed
public tender offer announced on February 12, 2024 by
the consortium composed of Denis Ladegaillerie, theEQT X fund and funds managed by TCV, targeting theCompany’s entire share capital and voting rights, to set up
an ad hoc Committee.
Lastly, the Board of Directors, at its meeting of March 13,2024, decided to submit to the approval of the General
Meeting of June 26, 2024 the appointment of an auditor in
charge of certifying the information on sustainability.

companies’ life, each with the time and the willingness
to participate meaningfully and with a high sense of the
primacy of social interest, in the development ofactivities and performances of the Company and its
Group;
●

●

●

●

●

●

●

each Board member may benefit from an additional
training about the specifics of the Company and thecompanies it controls, their activities and businesssectors;
the Chairman shall provide the Board members, withinsufficient time and except in case of emergency, withany necessary information or documentation so thatthey may perform their duties;
the Board may hear the main executives of theCompany and these may be called upon to attend
Board meetings;
the Board and Committees may also hear experts intheir respective areas of expertise;
the Board is regularly informed of the financial positionof the Company and the Group. The Chairman andChief Executive Officer constantly communicates to thedirectors all information concerning the Company ofwhich they are aware and which they deem useful or
relevant;
each Board member may meet the main managers of
the Company, including without the presence ofexecutive directors, subject however to the priorinformation of the latter;at least three meetings of directors without theexecutive director are organized each year (executive
sessions), two of which are devoted to reviewing theperformance and the setting of the compensation of
the executive director.

Information and training of Board
members
In accordance with the Board’s Internal Rules:●

the Board and its Committees are composed of highlevel, skilled and experienced people in international

SUMMARY TABLE ON THE ATTENDANCE OF THE MEMBERS OF THE BOARD OF DIRECTORS IN 2023

Board
of Directors

174

Audit
Committee

Nomination
andCompensation
Committee

CSR
Committee

Denis LADEGAILLERIE

100%

N/A

N/A

100%

Alain CAFFI

100%

100%

N/A

67%

John DORAN

78%

N/A

100%

N/A

Cécile FROT-COUTAZ

100%

100%

75%

N/A

Anne-France LACLIDE-DROUIN

100%

100%

N/A

100%

Orla NOONAN

100%

100%

100%

N/A

Nicolas ROSE

89%

N/A

N/A

N/A

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4.2.6 Assessment of the Board of Directors
The Internal Rules of the Board of Directors, in line withthe recommendations of the AFEP-MEDEF Code, stipulatethat the Board of Directors must assess its ability to meetshareholders’ expectations by periodically analyzing its
composition, organization and functioning.
To this end, once a year, the Board must devote an itemon its agenda to:●●●the assessment of its operating methods;
ensuring that important issues are properly preparedand discussed within the Board, andthe effective contribution of each member to the workof the Board with regard to their expertise andinvolvement in the deliberations.

This assessment shall be made on the basis of the replies
to an individual and anonymous inquiry addressed toeach Board member once a year.

The Board shall assess under the same conditions andunder the same frequency the operating methods of thepermanent committees set up by it.
Following the Company's IPO in June 2021, the Board of
Directors decided to carry out its first internal assessment
in 2022, after its members had been in office for a fullyear, so that they would have an overall view of its
composition, organization and operation over a sufficientperiod of time. The monitoring of the implementation of
the recommendations resulting from this first selfassessment over 2023 is presented below.
The Board of Directors, on the advice of the Nomination
and Compensation Committee (NCC), decided at its
meeting of October 24, 2023, to renew the self-assessment
process led by the aforementioned Committee. This second
self-assessment was organized under conditions similar to
the first, which are presented below.

A formal evaluation shall be performed at least once every
three years, possibly under the leadership of an
independent Board member, and, when appropriate, withhelp from an external consultant.

ASSESSMENT OF THE BOARD OF DIRECTORS
September 2023

° Update of thequestionnaire with market
practices, notably therecommendationsof the AMF

October / November 2023

° NCC: Validationof the questionnaire
and the internal
assessment procedure° Send questionnaire
to members° Collection and initial
analysis of responses

For this second internal assessment of the Board, adigitized questionnaire composed of eight categories,
each comprising an average of three questions, wascreated by the Legal Department and made available tothe members of the Board of Directors on a platform toguarantee the anonymity of the responses and comments
made by them.
Each member thus expressed their opinion on thecomposition of the Board, its performance, the relevanceof the items on the agenda, the quality of discussions, theamount of information provided, the Group’s governancemethod, the topics to be addressed or further developed,
as well as training requests on specific points.
This questionnaire was adapted for the three Board
Committees by keeping the same themes grouped into
identical categories. Only the members who are part ofone or more Committees answered the additional form
for Committees, in order to measure their satisfaction
with the performance, organization and composition of
the bodies to which they belong.

December 2023

February / March 2024

° NCC: Presentationof questionnaire results° NCC: Detailed report on
the internal assessment
and presentation of areas
for improvement° Board of Directors:presentation of thequestionnaire andthe internal assessment
procedure° Board of Directors:
Approval of the NCC report
Selection of the external
consultant

The overall attendance rate was 86%, compared to 75% in
2022. The improvement in this rate was due, on the one
hand, to the composition of the Board, which changed
from eight members in 2022 to seven in 2023; and, on theother hand, to the fact two members did not take part in
the first internal assessment of the Board in 2022,
including one voluntarily on the grounds that he or she
did not have the necessary hindsight to assess theperformance of the Board given his or her recent
appointment, against a single member who did notcomplete the form of the second internal assessment of
the Board in 2023.
The responses were then examined by the Nomination
and Compensation Committee with the assistance of theLegal Department, in order to prepare a report including asummary of results, a presentation of key points, andareas for improvement. This report was approved by the
Board of Directors on March 13, 2024.

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more specifically on new challenges in terms ofsustainability with the transposition of the European
CSRD Directive (Corporate Sustainability Reporting
Directive) into French law with the establishment of asustainability report, which will replace the nonfinancial performance statement.

Main conclusions in 2023
Overall, the conclusions of this second internal assessment
were very positive. The members of the Board expressed ahigh level of satisfaction with the composition andoperation of the Board and the Committees.
The assessment highlighted the following key points:
●
●

●

●
●

the frequency and timing of meetings;
the availability
Management;

andresponsivenessof

Executive

a very satisfactory level of member interaction andinvolvement;a freedom of speech for members in the various forums;
the quality and dynamism of exchanges carried out in a
climate of trust.

The main areas for improvement identified are as follows:●●in-depth presentation on recruitment and retention
policies for the best talent in the music industry;
in-depth review of all issues arising from the CSRD
Directive (Corporate Sustainability Reporting Directive)
transposed into French law via Order no. 2023-1142 ofDecember 6, 2023 and its implementing decrees.

Monitoring the implementation in 2023 of
the recommendations of the 2022 internal
assessment
At its meeting of December 14, 2022, the Board of
Directors, on the basis of a report of the Nomination andCompensation Committee, noted that the areas for
improvement requested by members during the firstinternal assessment were implemented during 2023:●●●

Various proposals were examined to address theconclusions of the assessment and, in certain cases,
solutions have been selected and already implemented:
●

●

176

the Board of Directors will further examine Believe’s
top talent recruitment and retention policies;in 2024 or 2025, the members of the Board of Directors
will benefit from a specific information on theincreasing importance of CSR and climate issues, andUniversal registration document 2023 - Believe●●

the work program of the Board and the Committees
for the following year is presented to the bodies overthe fourth quarter of the current year;
a strategy session was held on July 11, 2023 to address
the specificities of the Group’s business, its
environment and its development;
at its meeting of December 14, 2023, the Board of
Directors discussed the Company's governancestructure and decided to maintain the dual roles of
Chairman of the Board and Chief Executive Officer (seeSection 4.1.1.2 “Governance structure”);at the same meeting, the Board of Directors decided
not to appoint a Lead Director at this stage (see Section
4.1.1.2 “Governance structure”);
an improvement in the duration of the transmission of
the Board's information.

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4.2.7 Specialized Committees of the Board of Directors
The Board decides to set up standing or temporary
Committees, intended to facilitate the smooth operationof the Board and contribute effectively to the preparationof its decisions.
These Committees are under the responsibility of theBoard.
They are responsible for studying matters that the Boardor its Chairman submits for their review in order toprepare the work and decisions of the Board. The
composition, powers and operating procedures of thesecommittees are specified by internal rules specific to eachcommittee. It is appended to the Board’s internal rules
and is available on the Company’s institutional website, in
the “Governance” Section.
To date, the Board has created three specialized
Committees:●

Cécile Frot-Coutaz, independent director representing
FSP on a permanent basis.

The ad hoc Committee’s duties notably include:●●●

overseeing the work of Ledouble, an independent
expert appointed on February 11, 2024 by the Board of
Directors on the proposal of the ad hoc Committee;
presenting a reasoned draft opinion on the merits of
the offer and its consequences for the Company, its
shareholders and its employees to the Board of
Directors; andmonitoring the development of the consortium’s offer
as well as any proposal that may lead to another offer
likely to be successful, in each case ensuring theircompliance with the applicable regulations.

●Audit Committee;

Common provisions●

Nomination and Compensation Committee; and●CSR Committee.

Any decision of the Board falling within the remit of one of
the Committees must be examined by the latter before
being submitted to the Board.

In the context of the proposed public tender offer
announced on February 12, 2024 by the consortium
composed of Denis Ladegaillerie, the EQT X fund andfunds managed by TCV, targeting the Company's entire
share capital and voting rights, and pursuant to stock
market regulations, the Board of Directors, at its meetingof February 11, 2024, set up an ad hoc Committee madeup of three independent members:●●

Orla Noonan, independent director and Chairwomanof the ad hoc Committee

Any committee may issue non-binding recommendations
to the Board. As part of their duties, the Committees mayhear the executives of any Group company.
The Committees meet as often as necessary.
The Audit Committee and the Nomination andCompensation Committee meet at least twice a year.
The CSR Committee meets at least once a year.
Committee meetings are called by its Chairman or by anyof its members.

Anne-France Laclide-Drouin, independent director;

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The Audit Committee
Pursuant to the Internal rules, the Audit Committee iscomposed of at least three (3) Board members, at least
two-thirds of whom are appointed from among theBoard's independent members. They are appointed by
the Board, on the proposal of the Nomination andCompensation Committee, and in compliance with therecommendations of the AFEP-MEDEF Code and theprovisions of the Shareholders’ Agreement.

All members of the Audit Committee should be briefed on
the accounting, financial and operational specifics of theCompany upon their appointment.
The Chairman of the Audit Committee is appointed, after
special consideration, by the Board upon the proposal of
the Nomination and Compensation Committee, fromamong the independent members. The Audit Committee
may not include any executive directors.

In particular, the members of the Committee should haveparticular expertise in financial and/or accounting matters.

Composition of the Audit Committee as of December 31, 2023

Anne France Laclide-Drouin
Independent Chairwoman

Cécile Frot-Coutaz
Independent member

Alain Caﬃ
Non-independent member

Orla Noonan
Independent member

MAIN INDICATORS

7

MEETINGS

1

INDEPENDENTCHAIRWOMAN

4

100%

MEMBERS

75%

WOMEN

75%

ATTENDANCERATEINDEPENDENCE
RATE

MAIN ASSIGNMENTS OF THE COMMITTEE
Monitoring of the process for preparing financial
information
Prior to their presentation to the Board, the Committee
must examine the annual or half-yearly and, whereapplicable, quarterly consolidated and parent company
financial statements. It must ensure the relevance andconsistency of the accounting methods used to prepare
these financial statements.

presence of the executive directors), in particular about
their general work schedule and any difficulties
encountered in the performance of their duties, changes
that they believe should be made to the Company’s
financial statements, significant risks and uncertainties
relating to the preparation and processing of accounting
and financial information, and significant weaknesses ininternal control that they may have discovered.

Monitoring the effectiveness of internal control andrisk management systems

Monitoring the independence of the Statutory
Auditors

The Committee ensures the relevance, reliability andimplementation of the Company’s procedures for internal
control, identification, coverage and management of risks
relating to its activities and to financial and non-financial
accounting information.
The Committee shall also review the risks, including thoseof a social and environmental nature, and significant
statement of financial position commitments of theCompany and its subsidiaries.

The Committee shall steer the procedure for the selection
and renewal of the Statutory Auditors, and submit theresult of this selection to the Board.
Compliance
The Committee shall review and monitor the systems andprocedures in place to ensure the dissemination andapplication of best practice policies and rules on ethics,
competition, fraud and corruption and, more generally, oncompliance with applicable regulations.

Monitoring of the statutory audit of the consolidated
and separate financial statements by the Statutory
Auditors
The Committee shall inform itself and follow up with theCompany’s Statutory Auditors (including without the178

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Corporate governance
The Board of Directors

MAIN WORK COMPLETED IN 2023
MONITORING THE EFFECTIVENESS OF INTERNALCONTROL AND RISK MANAGEMENT SYSTEMSMONITORING OF THE PROCESS FOR PREPARING
FINANCIAL INFORMATION
●
●

●

●

●

●

●

●

●

Review of accounting principles for the 2023 fiscal year
Review of the parent company and consolidated
financial statements for 2022 and the first half of 2023,
as well as the first three quarters of 2023, and therelated press releases
Review of the Statutory Auditors’ reports on the annualand consolidated financial statements for the 2022
fiscal year and on the half-year financial statements forthe 2023 fiscal year●●●

Review of the annual financial report for 2022 and thehalf-year financial report for 2023●

Approval of services other than the certification offinancial statements●

Renewal of the annual authorization
guarantees and comfort lettersto●Monitoring of the business plan for major acquisitions,
goodwill and the impairment of assets
Strategy and recommendations from investors andbrokers●●

Coverage by financial analysts
Review of legal risks, potential litigation and major
events likely to have a significant impact on Believe’s
financial position

Insurance review and analysis
Review of risks, including cybersecurity, and the stateof internal control, as well as of the roadmap for 2023
Review of audit and internal control work, including therisk matrix
Update of the Group’s risk matrix.
Review of the independence of the auditors
Formulation of a recommendation to the Board of
Directors on the renewal of the appointment of ACA
NEXIA as Statutory Auditors, and review of the current
terms of the Statutory Auditors

COMPLIANCE●

Review of tax policy

Review of the 2022 Universal registration document's
Chapter on risk factors and risk management, including
the risk management and internal control system

INDEPENDENCE OF THE STATUTORY AUDITORS

issue

Preparation and approval forward-looking management
documents

●

●

●

●

●

Review of current agreements entered into undernormal market conditions
Annual review of related-party agreements
Review of the progress of the Sapin II and GDPR
compliance programs
Review of information systems security and update ofcyber activity.

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Corporate governance
The Board of Directors

The Nomination and Compensation Committee
Pursuant to the Internal rules, the Nomination andCompensation Committee is composed of three (3) Board
members, two (2) of whom are appointed from among theindependent members of the Board. They are appointed
by the latter, notably in view of their independence andtheir expertise in the selection or compensation of
executive corporate officers of listed companies, and incompliance with the recommendations of the AFEPMEDEF Code and the provisions of the Shareholders’
Agreement. The Nomination and Compensation
Committee may not include any executive directors.
The Chairman of the Nomination and Compensation
Committee is appointed from among the independent
members by the Board.

Composition of the Nomination and Compensation Committee as of December 31, 2023

Orla Noonan
Independent Chairwoman

Cécile Frot-Coutaz
Independent member

John DoranNon-independent member

MAIN INDICATORS

4

MEETINGS

1

INDEPENDENTCHAIRWOMAN

392%

MEMBERS

67%

WOMEN

67%

ATTENDANCERATEINDEPENDENCE
RATE

MAIN ASSIGNMENTS OF THE COMMITTEE
Appointments
One of the tasks of the Nomination and Compensation
Committee is to make proposals to the Board for theappointment of the members of the Board and themembers of Executive Management, as well as themembers and the Chairman of the Board Committees.
Each year, the Nomination and Compensation Committee
examines, before the publication of the Company’s
corporate governance report, the situation of each Board
member with regard to the independence criteria adopted
by the Company, and submits its opinions to the Board
with a view to the latter’s examination of the situation ofeach person concerned with regard to these criteria.
Compensation
Recommendation to the Board regarding
compensation of the Group’s main executives.

the

The Committee draws up recommendations that include
fixed and variable compensation, but also, whereapplicable, any other direct or indirect compensation(including long-term) that may constitute the compensationof the members of the Executive Management.

The Committee is consulted on the same elements of thecompensation of the Group’s main non-corporate leaders
and the policies implemented in this respect within theGroup.
The Committee monitors the evolution of the fixed andvariable portions of the compensation of the members of
Executive Management and of the Group’s main noncorporate officer executives over several years in relation
to the Group’s performance.
Examination and proposal to the Board concerning themethod of distribution of the overall annual sum allocatedto the Board by the General Meeting.
Examination and opinion on the Group’s compensationand incentive policy.
Special assignments
The Committee is consulted for recommendations to theBoard on any compensation relating to non-current
assignments that may be entrusted by the Board tocertain of its members.

MAIN WORK COMPLETED IN 2023
GOVERNANCE●

180

Review of and discussion on the composition of theBoard of Directors and its Committees in terms ofdiversity, skills, gender balance, multiple directorships,
experience and independence, and update of the skills
matrix of the directors

Universal registration document 2023 - Believe●●

Review of the Group’s diversity policy, in particular thecomposition of the Executive Committee and thebalanced representation of women and men thereon
Review of the independence of each director withregard to the AFEP-MEDEF Code criteria

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Corporate governance
The Board of Directors

●

●

●

●

●

COMPENSATION

Oversight of the 2nd annual self-assessment of theperformance of the Board and its Committees,
conducted over the last quarter of 2023●

Analysis of the results of the 2nd self-assessment of theBoard carried out in 2023, and monitoring of theimplementation, in 2023, of the recommendations of
the 1st self-assessment carried out in 2022●

Proposal to the Board of Directors on the schedulingand holding of executive sessions in 2024●

Review of the corporate governance report for the2022 fiscal year and other legal documents relating to
the General Meeting of June 16, 2023 (notice ofmeeting, convening notice, GM brochure, etc.)●

Proposal on the 2023 compensation policy forcorporate officers
Recommendation to the Board of Directors on theitems of compensation due to corporate officers in
respect of 2022 pursuant to the approved 2022
compensation policies
First proposal on the structure of the CEO’s 2024
annual variable compensation policy (financial andnon-financial criteria with their respective weightings)
Preparation of the 2023 free performance share planand monitoring of the performance conditions ofprevious plans.

Recommendations made to the Board of Directors on
various governance issues (combination of the roles of
Chairman of the Board of Directors and Chief Executive
Officer / possible appointment of a lead director / etc.)

The CSR Committee
The CSR Committee is composed, in accordance with theprovisions of the Internal Rules of the Board of Directors
and in compliance with the provisions of the
Shareholders' Agreement, of three (3) members of theBoard, including the Chairman of the Board of Directors

and one member appointed from the independent
members of the Board.
The Chairman of the CSR Committee shall be appointed
from among the independent members of the Board.

Composition of the CSR Committee as of December 31, 2023

Anne France Laclide-Drouin
Independent Chairwoman

Denis LadegaillerieNon-independent member

Alain Caﬃ
Non-independent member

MAIN INDICATORS

3

MEETINGS

1

INDEPENDENTCHAIRWOMAN

389%

MEMBERS

33%

WOMEN

33%

ATTENDANCERATEINDEPENDENCE
RATE

MAIN ASSIGNMENTS OF THE COMMITTEEThe CSR Committee ensures the governance andmonitoring of the Group’s social and environmental
projects and the preparation of the Board’s decisions onenvironmental and social matters.
In this context, the tasks of the CSR Committee include:●

ensuring that social and environmental responsibility
issues (such as diversity and non-discrimination
policies and compliance and ethics policies) are taken
into account in the Group’s strategy and its
implementation;

●

●

●

examining the non-financial performance statement onsocial and environmental matters provided for in
Article L.22-10-36 of the French Commercial Code;reviewing the opinions of investors, analysts and otherthird parties and, where appropriate, the Company’s
potential action plan to improve the social andenvironmental issues raised;examining and evaluating the relevance of the Group’scommitments and strategic orientations in social andenvironmental matters, with regard to the issues
specific to its activity and objectives, and monitor theirimplementation.

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Corporate governance
The Board of Directors

MAIN WORK COMPLETED IN 2023
MONITORING THE PROCESS FOR PREPARING NONFINANCIAL INFORMATION AND NON-FINANCIAL RISKS●●●

Review of the preparation of the Non-Financial
Performance Statement (NFPS/DPEF) for the 2022 and2023 Universal registration documents.

●

●

182

●

●

Presentation of changes in regulations relating to nonfinancial reporting: Corporate Sustainability Reporting
Directive (CSRD).
Review and monitoring of Believe's ESG (Environment Social - Governance) rating by non-financial agencies.

FREE PERFORMANCE SHARE PLANS / BONUS PLAN FOR
THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER●OTHER TOPICS RELATED TO CORPORATE SOCIALRESPONSIBILITY

Review and recommendations of CSR items in thedevelopment of the annual variable compensation
policy for the Chairman and Chief Executive Officer for
2023, and monitoring of these conditions during 2023.

●●

Roll-out of the gender equality index in 2022, andresults.
Annual review of the composition and diversity of theBoard of Directors (new skills matrix), and of the
Executive Committee’s gender equality policy andsituation.
CSR roadmap review (Shaping Music for Good).
Review of the Group’s environmental results, including
the carbon footprint of direct activities (Scopes 1 & 2),
and preparation of the future climate strategy (under
the new European CSRD regulation).

Assessment of the CSR items of the annual variable
compensation of the Chairman and Chief Executive
Officer for 2022 pursuant to the compensation policy
approved in 2022.
Proposal of CSR items for the 2024 annual variable
compensation of the Chairman and CEO and the 2024
LTI plan, and monitoring of the CSR performance
conditions for the other ongoing plans.

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Corporate governance
The Board of Directors

4.2.8 Ethics and additional information on corporate officers
4.2.8.1 Conflicts of interests (Article 7of the Directors’ charter)

4.2.8.2 Statements regarding
corporate officers

Directors shall inform the Board as soon as possible ofany conflict of interest in the context of their duties as adirector or as a member of a Committee, including
potential ones, in which they may be directly or indirectly
involved.

To the best of the Company’s knowledge, over the past
five years, no member of the Board has:

They shall refrain from participating in discussions anddecision-making on the subjects concerned.
Directors shall also inform the Chairman of theNomination and Compensation Committee of his or her
intention to accept a new term of office in a listedcompany that does not belong to a group of which he or
she is an executive, in order to enable the Board, on therecommendation of the Committee, to decide, whereapplicable, that such an appointment would beincompatible with the term of office within the Company.
Directors shall inform the Chairman of the Board as soon
as possible of any conviction for fraud, any public
incrimination and/or sanction, and any ban on managing
or administering that has been pronounced against him
or her, as well as any bankruptcy, receivership, liquidationor company put into administration with which he or she
was associated.

●

●

●

been associated as an officer in a bankruptcy,
receivership or liquidation;
been prevented by a court from acting as a member ofan administrative, management or supervisory body of
an issuer or from managing or conducting business of
an issuer.

To the best of the Company’s knowledge, at the date of this
Universal registration document, there were no potential
conflicts of interest between the duty that the members of
the Board and the Chairman and Chief Executive Officer
have to the Company and their private interests.
In particular, to the best of the Company’s knowledge,
there are:●●Directors are also required to immediately inform theBoard of any ties that may exist between them or thecompanies in which they have a direct interest and theCompany. They must notably inform the Board of any
proposed “related-party” agreements governed by Article
L. 225-38 of the French Commercial Code, prior to theirconclusion.
Agreements
relating
today-to-daytransactions concluded under normal conditions are also
communicated to the Chairman of the Board.
The Charter, including these principles, also applies tonon-voting members as Board members.

been convicted of fraud or an offense and/or an official
public sanction pronounced by statutory or regulatory
authorities;●

no family ties between the directors;
no agreements entered into with a major shareholder,a customer, a supplier or any other third party
pursuant to which any member of the Board or the
Chairman and Chief Executive Officer has been
appointed to the Board or as a member of Executive
Management, with the exception of what is describedin the Section “Shareholders’ Agreement and Investment
Contract” in Section 4.2.3 “Rules on the composition anddiversity of the Board of Directors”, also described in
Section 7.3.6.4 “Agreements between shareholders ofwhich Believe is aware”;
no restriction accepted by any member of the Board or
the Chairman and Chief Executive Officer concerning
the sale of the Company’s shares they hold, with the
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Corporate governance
The Board of Directors

●

●

●

rules on the prevention of insider trading (describedin Section 4.2.8.5 “Prevention of breaches and insider
trading", opposite (Articles 5 and 6 of the Directors’
charter)),

4.2.8.5 Prevention of breaches andinsider trading (Articles 5 and 6of the Directors’ charter)

the obligation to hold and retain a minimum of 100
shares throughout the term of office as a memberof the Board of Directors, with the exceptions
described above,

All directors are required to comply with applicableprovisions of the French Monetary and Financial Code, theGeneral Regulations of the French Financial Markets
Authority (Autorité des Marchés Financiers – AMF) andRegulation (EU) 596/2014 of April 16, 2014 (the “MAR”
regulation), as well as those resulting from the delegatedand implementing regulations which are attached to the
MAR regulation, relating to the disclosure and use of
inside information, both as regards Believe shares and as
regards the securities of companies on which it has inside
information.

Denis Ladegaillerie had subscribed, under the
Shareholders’ Agreement signed on June 9, 2021
with the main historical shareholders, TCV, XAnge
and Ventech, a commitment to retain his shares fora period of three (3) years from the date of signatureof the said Agreement, i.e. until June 9, 2024. This
commitment was recently lifted in order to allow
him to declare publicly his intention to participate in
the proposed public tender offer for all of Believe’sshares (for further details, please refer to Section
7.3.6.4 “Agreements between shareholders of which
Believe is aware”, page 352).

4.2.8.3 Information about service
contracts linking membersof the Board to the Company
or any of its subsidiaries
To the best of the Company’s knowledge, as of the date ofthis Universal registration document, there are no service
contracts between the members of the Board and theCompany or any of its subsidiaries providing for the
granting of benefits.

4.2.8.4 Loans and guarantees
granted to Board members
As of the date of presentation of this Universal registration
document, the Company has not granted any loans or
granted any guarantees to any member of the Board.

In particular, directors shall refrain from trading on themarket for Believe shares and similar securities duringi) the 30 calendar days preceding the publication of theannual and half-yearly results of Believe including the
day of said publication, andii) the 15 calendar days preceding the publication ofBelieve’s quarterly revenue including the day of said
publication.
Directors shall refrain from using stock price hedging
transactions (particularly via derivatives) linked to Believe
shares.
Directors shall inform the Secretary of the Board of any
application difficulties they may encounter.
Believe directors must hold their Believe shares inregistered form.
The charter, including these principles, also applies tonon-voting members as Board members.
Persons with managerial responsibilities as well as
persons closely related to them must declare within threebusiness days, to the Company and the AMF, eachacquisition, sale, subscription or exchange transaction
relating to Believe shares or any other types of financial
instruments linked to the Believe share, when the
cumulative amount of transactions they carry out exceeds€20,000 per person for the current calendar year.
The AMF makes this information public on its website.
Pursuant to Article 223-26 of the AMF's General
Regulations, a table summarizing the transactions carriedout on the basis of Article L. 621-18-2 of the French
Monetary and Financial Code during the 2023 fiscal year isprovided in Section 7.3.5 of this Universal registration
document.

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Corporate governance
Governing Bodies

4.3

Governing Bodies

4.3.1 Executive Management
See Section 4.1 “Governance” of this Universal registration document.

4.3.2 Executive Committee
The Executive Committee is the key body responsible forthe implementation of the Group’s strategy, monitoring
performance and coordinating projects in the Group’s
various countries and regions.

●

Béatrice Dumurgier, Deputy Chief Executive Officer incharge of Operations;●Romain Vivien, Global Head of Music;

The Executive Committee is chaired by Denis Ladegailleriein his capacity as Chairman and Chief Executive Officer ofBelieve, assisted by the directors in charge of Groupfunctions.

●

Gideon Mountford, Head of Global Digital Business;●

Andreea Gleeson, Chief Executive Officer of Tunecore;●

Virginie Sautter, Chief Marketing and Communications
Officer;●

Anne Adamo, Chief Financial Control Officer;●

Elsa Bahamonde Bourgain, President, Artist Services;●

Romain Becker, President, Label & Artist Solutions;●

Vincent Ducrohet, Chief Product Officer.

As of March 2024, the composition of the Executive
Committee is as follows:●

Denis Ladegaillerie, Chairman and Chief Executive
Officer;●

Xavier Dumont, Deputy Chief Executive Officer incharge of Finance and Strategy;

4.3.3 Diversity and gender equality policy
Nurtured by Believe’s values – Respect, Expertise, Fairness
and Transparency – the Group’s ambition is to build highlevel management teams that reflect diversity (gender,
nationality, professional experience, culture).
The Group pays particular attention to gender diversity
and a balanced representation of women and men within
the Executive Committee, among managers and, more
broadly, among all its employees.
Pursuant to the recommendations of the AFEP-MEDEF
Code, the Board, on the proposal of Executive
Management, the CSR Committee and the Nomination
and Compensation Committee, adopted a policy to foster
gender parity within the Executive Committee. This policy
is reviewed annually by the Board of Directors and by the
CSR Committee and the Nomination and Compensation
Committee.

The Group also aims to ensure diversity among senior
executives and employees.
As of December 31, 2023, 44.5% of the most senior
positions were held by women. Positions with the highest
level of responsibility represent 6.6% of the Group’s
headcount and correspond to the “management teams”
category(1). Due to the size and organization of the Group,
it is not relevant to extend the calculation of the positions
with the highest responsibilities to 10% of the headcount,as this 10% does not only represent positions with highresponsibilities.
The Group also monitors gender diversity among all
managers(2), with 38.9% of women at December 31, 2023.
Regarding the total headcount, women represented 45.6%
of employees at December 31, 2023, a very significant
increase compared to 2021 (40%).

In 2023, the Executive Committee was made up of an
equal number of men and women, well in excess of the
Rixain law's target of 40% women by 2027.
(1) (The “management teams” category corresponds to the positions of higher responsibility, i.e. employment category level 9 to 12 Managers andExecutives (excluding level 13, which corresponds to the position of Chairman), including 53 women out of a total of 119 positions of higher
responsibility (excluding Sentric - CSR scope).
(2) The population of managers corresponds to employees with managerial responsibilities, in the “Leaders” Career Path, whose internal
categories range from 5 to 9 (with “direct report” for 2023 excluding Sentric), i.e. 134 women (38.9%) among 344 managers (19.04% of theheadcount excluding Sentric - CSR scope) in the “managers” category.

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4

Corporate governance
Related-party and current agreements and valuation procedure

As part of its commitment to Diversity, Equity & Inclusion,
the Group continues to implement its objectives in termsof equity, diversity and balanced representation of womenand men (see also Chapter 2 of this Universal registration
document).

Committee, and annually presents the results achieved interms of the gender mix employed by the governing
bodies and all employees, as well as the methods used to
implement its diversity and inclusion policy (see also
Chapter 2 of this Universal registration document).

Executive Management regularly informs the Board of its
progress in integrating new members into the Executive

4.3.4 Succession plans
The Internal Rules of the Board of Directors stipulate that
the Nomination and Compensation Committee must draw
up a succession plan for the Company's and the Group's
key executives, so as to be in a position to rapidly propose
succession solutions to the Board of Directors, notably inthe event of unforeseen vacancies.
In its discussions regarding the Executive Committee
succession plan, the Nomination and Compensation
Committee also considers the balanced representation of
women and men in light of existing profiles.
In 2022, the Nomination and Compensation Committee
carried out its initial due diligence on succession plans for

the Chairman and Chief Executive Officer, key Group
executives and members of the Board of Directors, andreported back to the Board of Directors.
The next review of all succession plans will be carried out
in 2024, and will notably include a review of the membersof the Executive Committee, which was prepared andrevised in 2022 and 2023 by the Human Resources
Department with the assistance of the Chairman andChief Executive Officer.
These plans will be reviewed and updated each year.

4.4 Related-party and current agreements
and valuation procedure
Related-party agreements within
the meaning of Articles L.225-38 et seq.
In accordance with Article L.225-38 of the French
Commercial Code, any agreement between the Company
and its Chief Executive Officer, one of its directors, one ofits shareholders holding a fraction of the voting rights
greater than 10% or, in the case of a company
shareholder, the Company controlling it within themeaning of Article L.233-3 of the French Commercial
Code, must be submitted to the prior authorization of theBoard.
For the 2023 fiscal year, no related-party agreement
falling within the scope of the aforementioned article
was entered into or authorized in advance by the
Board of Directors.
However, the capital gains sharing agreement enteredinto on December 7, 2022 between the Company andDenis Ladegaillerie, in his capacity as Chairman and Chief
Executive Officer and a shareholder with over 10% of thevoting rights, authorized by the Board of Directors at its
meeting of August 3, 2022 and ratified by the Annual
General Meeting of June 16, 2023, remained in force
during the 2023 fiscal year (the “Agreement”).

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Pursuant to Article L. 225-40-1 of the French Commercial
Code, the Board of Directors, at its meeting of March 13,2024, conducted an annual review of the Agreement and,after considering that the reasons justifying its interests
remained relevant, and following the opinion of the Audit
Committee and the Nomination and Compensation
Committee, decided to maintain its initial decision.
Its main terms are detailed in the Investors Section of theCompany’s website and in the Statutory Auditors’ special
report on related-party agreements.

Agreements relating to current transactions
entered into under normal conditions
In accordance with Article L.22-10-12 of the French
Commercial Code, the Board adopted at its meeting ofMarch 17, 2022 an internal procedure to regularly assess
whether agreements relating to current transactions
entered into under normal conditions still meet these
conditions.

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Corporate governance
Other information

In particular, this procedure provides for an annual reviewof these agreements by the Audit Committee, whichissues its opinion to the Board of Directors, which in turnreviews the criteria used to determine the current natureof transactions and to assess their terms and conditions
and ensure they are in line with market practices.

The procedure applies prior to the conclusion of anagreement and any modification, renewal or termination,
including for agreements considered as current at thetime of their conclusion. Persons directly or indirectly
concerned by one of these agreements will not participate
in this assessment.

Agreements no longer meeting the aforementioned
criteria, which are therefore reclassified as related-party
agreements, will then be subject to the authorization of
the Board.

4.5

Other information

4.5.1.1 Financial authorizations
See Section 7.2.2 “Share capital authorized but not issued” ofthis Universal registration document.

4.5.1.2 Procedures governing
shareholder participation in
General Meetings

4.5.1.3 Information referred to in
Article L.22-10-11 of the French
Commercial Code
See Section 7.3.6 “Information likely to have an impact in theevent of a public or exchange offer” of this Universal
registration document.

See Section 7.1.2.2 “Other provisions in the articles ofassociation, (i) General Meetings (Article 19 of the articles ofassociation)” of this Universal registration document.

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4

Corporate governanceCompensation of corporate officers

4.6

Compensation of corporate officers

This section, prepared with the assistance of theNomination and Compensation Committee, the Human
Resources Department, and the Legal Department,
presents:
●

●

●

●

the compensation policy for 2024 for the Company's
corporate officers, drawn up pursuant to Article
L. 22-10-8 I of the French Commercial Code;the items of the total compensation and benefits ofany kind paid during or awarded in respect of the 2023
fiscal year to corporate officers pursuant to Articles
L. 22-10-34, I and II and L. 22-10-9, I of the French
Commercial Code;these compensation policies and components will be
submitted for approval to the General Meeting ofJune 26, 2024;●

the information mentioned in Section I of Article
L. 22-10-9 of the French Commercial Codeconcerning each corporate officer (Chairman andChief Executive Officer and the independent
members of the Board of Directors),●●

the fixed, variable and exceptional components ofthe total compensation and benefits of any kindpaid or allocated to the Executive Director during
the past financial year. The allocation and/or
payment of these components of compensation willbe the subject of a separate resolution for the
Chairman and Chief Executive Officer (“Ex Post” vote),
the ratios between the level of compensation of the
Chairman and Chief Executive Officer, employeecompensation and the Company’s performance over
five fiscal years;

the standardized tables summarizing the information to
be included in the Universal registration document on
the compensation paid or allocated to corporate officers
by the Company and any company included in thescope of consolidation pursuant to Article L.233-16 of
the French Commercial Code, in accordance with the
AFEP-MEDEF
Code
and
the
relevant
AMF
recommendations (“AMF Tables”).

4.6.1 Governance rules on compensation policy
In accordance with the principles defining thecompensation policy, the Nomination and Compensation
Committee follows a rigorous process in developing thecompensation policy for corporate officers.
It enables the Board to issue an opinion in accordancewith both the legal and regulatory provisions and best
governance and market practices.

It analyzes and proposes the principles and indicators fordetermining,
reviewing
andimplementing
thecompensation policy for corporate officers, as well as thegeneral policy for the allocation of stock options or
performance shares, if applicable.
Its powers and operating procedures, and the details of its
work during the past fiscal year, are described in Section
4.2.7, “Specialized Committees of the Board of Directors”, ofthis Chapter.

4.6.2 2024 corporate officer compensation policy
Pursuant to Articles L. 225-45, L. 22-10-8 and L. 22-10-40of the French Commercial Code, the Board freely
allocates, on the proposal of the Nomination andCompensation Committee, the total annual amountallocated to the compensation of its members.
To this end, the Board examines the appropriateness of
the level of compensation of the directors with regard to
the duties and responsibilities incumbent on each ofthem.
The Board also relies on comparative studies carried out
on companies of a similar size and/or performing similar
activities.

The Chairman of the Board, who is a non-independent
member, and the directors qualified as non-independent
do not receive any compensation for their office.
As part of its prerogatives, notably with regard to thecompensation of corporate officers, the Nomination andCompensation Committee reviewed the compensation
policy for corporate officers to ensure that the policy
adopted and applied since 2023 still reflected the level of
responsibility and involvement of its members, and to
confirm that the policy remained in line with market
practices.

Only independent members of the Board, including thenon-voting member if he or she is independent, receive
compensation for the performance of their duties.

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Corporate governanceCompensation of corporate officers

At its meeting of March 13, 2024, the Board of Directors
decided, on the recommendation of the Nomination andCompensation Committee, to maintain the overall annual
budget allocated to the members of the Board of
Directors, as approved by the General Meeting of June 20,
2022, amounting to €300,000, and to maintain thecompensation distribution criteria for the independent
members of the Board of Directors and the three
specialized Committees to which they belong.

The fixed compensation allocated annually to Board
members breaks down as follows:●●●This compensation is composed of:●●a fixed portion, linked to their duties as director andnon-voting member and, where applicable, as amember or Chairperson of a Committee. This fixed
portion is prorated for directors who joined or left theBoard during the fiscal year;
a predominant variable portion, based on theiractual participation in the meetings of the Board and, if
applicable, of the Committees in which they are
members.

In addition, the Board may allocate extraordinarycompensation to some of its members for assignments
entrusted to them that do not fall within the normal scopeof their mandate and are of a temporary nature. Thesemissions or mandates are, where applicable, subject tothe related-party agreement procedure referred to in
Article L.225-38 of the French Commercial Code.
To this end, it should be noted that at its meeting of
February 11, 2024, the Board of Directors decided, in
accordance with stock market regulations, to set up an ad
hoc Committee to oversee, notably, the entire publictender offer project initiated by the consortium(comprising Denis Ladegaillerie, the EQT X investment
fund and funds managed by TCV).
Following the creation of this fourth Committee, the Boardof Directors, at its meeting of March 13, 2024, on therecommendation of the Nomination and Compensation
Committee, also decided to provide compensation for thethree independent members making up the ad hoc
Committee by granting them a fixed lump sum
amounting to €5,000 for each of the two members not
acting as Chairperson, and a fixed lump sum amounting
to €10,000 for the Chairwoman.
Whatever the circumstances, in the event of an exception
to the implementation of the compensation policy, apublication on the amendment of this policy would bemade public.
The compensation of the independent members and thenon-voting member, where applicable, of the Board of
Directors is based on a calendar year, covering the period
from January 1 to December 31.
The compensation due to independent members and thenon-voting member, where applicable, in respect of year
N is paid to them in year N+1. Thus, the compensation
due to the independent members of the Board of
Directors in respect of the 2024 fiscal year will be paid tothem in 2025.

●

●

●

●

●

●

each independent member of the Board of Directors
receives compensation of €20,000;
each independent member of the Audit Committee
receives additional compensation of €2,500;
each independent member of the Nomination andCompensation
Committee
receives
additional
compensation of €1,250;
each independent member of the CSR Committee
receives additional compensation of €1,250;
each independent member of the ad hoc Committee
receives additional compensation of €5,000;
the independent Chair of the Audit Committee receives
compensation of €5,000;
the independent Chair of the Nomination andCompensation Committee receives compensation of€2,500;
the independent Chair of the CSR Committee receives
compensation of €2,500;
the independent Chair of the ad hoc Committee
receives compensation of €10,000.

The variable compensation awarded annually to
independent
members
andthenon-voting
member, where applicable, is calculated on the basis of
their attendance at meetings of the Board of Directors
and, where applicable, at the Committees of which they
are members.
Annual compensation is capped at:
●

●

●

●

●

●

●

●

●

€25,000 for each independent member of the Board of
Directors;€2,500 for each independent member of the Audit
Committee;€1,250 for each independent member
Nomination and Compensation Committee;

of

the

€1,250 for each independent member of the CSR
Committee;
no variable compensation is allocated toindependent member of the ad hoc Committee;

the€5,000 for the independent Chair of the Audit
Committee;€2,500 for the independent Chair of the Nomination
and Compensation Committee;€2,500 for the independent Chair of the CSR
Committee;
no variable compensation is allocatedindependent Chair of the ad hoc Committee;

to

the

Each member, including the non-independent members
and the non-voting member, is entitled to thereimbursement, on presentation of receipts, of travel
expenses incurred by them in the performance of theirduties, within the limits set by the applicable policy at theCompany.

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SUMMARY TABLE OF THE BREAKDOWN OF THE OVERALL ANNUAL BUDGET ALLOCATED TO THE BOARD OF DIRECTORS

Chair
Gross annual amount

MemberFixedcompensation

Variablecompensation

Fixed
compensation

Variablecompensation

Board of Directors--

20,00025,000

Audit Committee

5,000

5,000

2,500

2,500

Nomination andCompensation
Committee

2,500

2,500

1,250

1,250

CSR Committee

2,500

2,500

1,250

1,250

ad hoc Committee

10,000

-

5,000

-

(In €)

4.6.3 Compensation policy for 2024 for the Chairman
and Chief Executive Officer, executive director
4.6.3.1 Principles
The Board of Directors refers to the recommendations of
the AFEP-MEDEF Code in setting, reviewing andimplementing the compensation granted to executive
directors, as well as to the governance reports drawn up
by bodies recognized in the market (the report of the HighCommittee on Corporate Governance, the AMF report on
corporate governance and executive compensation, or therecommendations formulated by proxy advisers).
In accordance with these recommendations, it ensuresthat the compensation policy complies with the principles
ofcomprehensiveness,balance,comparability,
consistency, transparency and reasonableness, and takes
into account market practices.
The compensation policy is reviewed and discussed by the
Board on a regular basis in order to be in line with theCompany’s interest, consistent with the Company’sbusiness strategy and to support its sustainability.
The principles of the compensation policy enable theexecutive to be aligned with the execution of the strategy
and the objectives of long-term value creation, by creatingstrong incentives and by setting ambitious targets.
These principles aim to ensure external competitivenessand reward performance while guaranteeing the external
and internal acceptability of compensation. They also
guide the structuring of overall compensation, the choiceof performance criteria and the setting of targets.

The compensation policy for the Chairman and Chief
Executive Officer is based on two components: fixedcompensation and annual variable compensation,
both of which are short-term items of compensation.
Fixed compensation is set by the Board on therecommendation of the Nomination and Compensation
Committee in a fair and competitive manner, taking into
account the Company's corporate interests.
Fixed compensation reflects the level of responsibility,
experience, skills and performance of the Chairman andChief Executive Officer.
It serves as the basis for calculating the target amount andceiling of the annual variable portion.
Annual variable compensation is correlated with themarket environment and the Group’s strategy andperformance.
This variable portion is based on an ambitious andincentivizing balance of performance, combining carefully
selected financial and non-financial targets in view of theirnature and challenges, notably those related to corporatesocial responsibility (CSR).
The Chairman and Chief Executive Officer, a significant
shareholder of the Company holding 12.46% of the sharecapital as of December 31, 2023, does not receive longterm variable compensation. His shareholding alone
guarantees a long-term commitment in line with thecorporate interests of the Company and its stakeholders,
including shareholders, of which he is one.
The compensation policy principles adopted by the Board
apply in a coherent manner to the Chairman and Chief
Executive Officer.

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Corporate governanceCompensation of corporate officers

This compensation policy is based on the following pillars:

Alignment with thelong-term strategy

The executive compensation policy promotes the achievement of the Group’s growthstrategy, as well as long-term value creation. This pillar aims to ensure alignment with theinterests of the shareholders.

Comparability
and competitiveness

Ensure the competitiveness of the total compensation by comparing the compensationlevels and structures with a stable and consistent set of companies.

Fairness and internalconsistency

Ensure fairness and consistency of the compensation paid within the Group. The Board,on the recommendation of the Nomination and Compensation Committee, ensures thatthe executive compensation policy is assessed in a consistent and fair manner in line withthe general compensation policy applied to all Group employees.
As such, it is invited to express its opinion on the Group’s general compensation policy
and principles and is informed annually of any compensation reviews for the
management

The Nomination and Compensation Committee ensures abalance between the Company’s corporate interest andthe competitiveness of compensation, which is regularly
assessed by drawing on external studies conducted by aconsulting firm on the basis of a group of comparison of
the same size (market value), performance andinternational dimension.
The Nomination and Compensation Committee, with theassistance of the Legal Department and the Human
Resources Department, and in close collaboration with the
Audit Committee and the CSR Committee, analyzed the
Chairman and Chief Executive Officer's compensation
policy in order to verify its alignment with the rules ofgood governance.
This analysis made it possible to highlight that the overall
compensation of the Chairman and Chief Executive
Officer represented a substantially lower differencecompared to the compensation practices in force on themarket.
This finding led the Committee to open a discussion on an
increase in the Chairman and Chief Executive Officer's
overall compensation, in order to align it with his peers
and with the Company's interests and performance.
After due consideration, the Nomination andCompensation Committee decided to postpone this
discussion until next year due to (i) the ongoing process
regarding the proposed public tender offer initiated by the
consortium and other associated issues and (ii) the
upcoming renewal of the Chairman and Chief Executive
Officer’s term of office, which expires in 2025, which
provides a more suitable period to review his overall
compensation.

In view of the above, the Committee proposed to theBoard of Directors the following compensation policy for
the Chairman and Chief Executive Officer for the 2024
fiscal year:●●

retention of the general structure of the Chairman
and Chief Executive Officer's compensation for the2023 fiscal year, as approved at the General Meeting ofJune 16, 2023;
amendment of two of the quantifiable nonfinancial criteria in the annual variable compensation
package to bring it further in line with the Company's
CSR strategy.

The Board of Directors may depart from thesecompensation policies by amending, on the advice of theNomination and Compensation Committee, the targets
set and/or some of the criteria applied to the annual
variable compensation or long-term compensation
packages of corporate officers in the event that such an
adjustment of targets and/or amendment of criteria
becomes necessary as a result of the occurrence of
exceptional circumstances (such as a change inaccounting standards, a significant change in the scope of
consolidation, the completion of a transformativetransaction, a substantial change in market conditions oran unforeseen change in the competitive environment).
Any such amendment of the targets and/or criteria thatwould aim to continue to reflect the actual performance of
the Group and the executive would be made public andjustified, in particular with regard to the Group’s corporate
interest. The payment of variable compensation would,
under all circumstances, remain subject to shareholder
approval.

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4.6.3.2 Description of the Chairman andChief Executive Officer's 2024
compensation policy

Summary of the Chairman and Chief Executive
Officer's compensation for 2024
33%

Summary of the Chairman and Chief Executive
Officer's annual variable compensation
structure for 2024

67%

Variable compensation

30%

Fixed compensation

70%

Extra-ﬁnancial criteria

Financial criteria

In his capacity as Chairman and Chief Executive Officer,
Denis Ladegaillerie receives gross annual fixedcompensation in the amount of €233,333, unchanged
since the Company's IPO on Euronext in 2021.

At its meeting of March 13, 2024, the Board of Directors,
on the recommendation of the Nomination andCompensation Committee, decided to maintain the target
amount of variable compensation and the ceiling ofannual variable compensation in the event ofoutperformance.

At its meeting of March 13, 2024, the Board of Directors,
on the recommendation of the Nomination andCompensation Committee, decided to maintain the
Chairman and Chief Executive Officer's fixed annualcompensation at €233,333.

The target amount of variable compensation therefore
remains set at 50% of fixed compensation, representing€116,667, with no guaranteed minimum, and theceiling for the annual variable compensation remains
set at 66% of fixed compensation, representing €154,000.

4.6.3.2.1 Fixed compensation in 2024

This proposal will be submitted for approval to theGeneral Meeting of June 26, 2024, which will be asked toapprove the 2024 compensation policy for the Company's
Chairman and Chief Executive Officer.
The Board took note of the opinion of the Nomination andCompensation Committee, according to which the fixedcompensation of the Chairman and Chief Executive Officer
could be reviewed in 2025 at the same time as the
proposal to renew his term of office as director, which
expires at the end of the General Meeting called toapprove, in 2025, the financial statements for the 2024
fiscal year.

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4.6.3.2.2 Variable compensation in 2024

Universal registration document 2023 - Believe

Variable compensation includes:●●●

quantifiable financial criteria (70% of the target
amount);quantifiable non-financial criteria (30% of thetarget amount).
no payment will be made below 80% of the target
level.

All the criteria used, both financial and non-financial, areof a quantifiable nature, which goes well beyond therecommendation of the AFEP-MEDEF Code, which
provides for a predominant portion of quantifiable
criteria.

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Corporate governanceCompensation of corporate officers

Quantifiable financial criteria (70% of the target
amount)Quantifiable non-financial criteria (30% of the target
amount)Financial targets are set and assessed each year by the
Board on the proposal of the Nomination andCompensation Committee with the support of the Audit
Committee.

The non-financial criteria are based on quantitative
objectives in line with the implementation of the Group’s
CSR strategy.

At its meeting of March 13, 2024, the Board of Directors,
on the recommendation of the Nomination andCompensation Committee, decided to maintain the same
criteria with the same weighting as the previous year, inorder to assess their performance over time.
The financial performance criteria are based on two
ambitious targets:i) consolidated revenue with a weighting of 35%;ii) consolidated adjusted EBITDA with a weighting of
35%.
Variable compensation is paid at a rate of 50% of thetarget amount for a rate of achievement of 80% of thefinancial target, and follows a linear interpolation between
80% and 100%.
This compensation may reach 146% of the target amountif 120% of the financial target is achieved.
The three threshold levels (minimum, target andmaximum) were set by the Board of Directors, on therecommendation of the Nomination and Compensation
Committee, but the confidential nature of thesethresholds with regard to the budget means it is notpossible to disclose this information. However, the landingof these objectives will be communicated to the Annual
General Meeting to be held in 2025, the approval of which
will be conditional on the payment in 2025 of the annual
variable portion.
No payment is planned for less than 80% of theachievement of targets.
Each target is assessed separately socompensation between the two is possible.

that

no

The non-financial objectives are set and assessed eachyear by the Board of Directors on the recommendation of
the Nomination and Compensation Committee with thesupport of the CSR Committee.
At its meeting of March 13, 2024, the Board of Directors,
on the recommendation of the Nomination andCompensation Committee, decided to:i) keep three non-financial criteria in the variable
portion of the compensation with the same
weighting as the previous year, andii) replace the targets for gender parity and the training
rate among employees with more targeted andtherefore more ambitious targets based on thepercentage of women managers and the training
rate for managers. These new targets are part of theCompany’s CSR policy, Shaping Music for Good.
Believe aims to increase the proportion of womenamong managers, in order to achieve a level of gender
diversity close to that achieved among employees(45.6% in 2023). The Group also wishes to pay
particular attention to the training of its managers,
who have an important role to play in the
management and commitment of the teams and theimplementation of the strategy. Lastly, the eNPS
criterion,
which
measures
the
level
of
recommendation of Believe as an employer by all
employees, is maintained.
The three non-financial performance criteria are therefore
based on three incentive targets:i) Percentage of women managers (10%);ii) Percentage of managers trained (10%);iii) eNPS(1) (10%).
The scale for awarding the non-financial performance
criterion varies between 0% and 30% of the target
amount.
No outperformance as regards non-financial criteria.
Each target is assessed separately socompensation between the three is possible.

that

no

(1) eNPS = employee Net Promoter Score, recommendation of Believe by employees.

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SUMMARY OF THE STRUCTURE OF THE 2024 ANNUAL VARIABLE COMPENSATION OF THE CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Thresholds (%)

Weighting

Referenceamount(in €)Min(%)

Target
(%)

Max
(%)

Quantifiable financial criteria

70%

81,666

80%

100%

120%

Consolidated revenue

35%

40,833

N/C

N/C

N/C

consolidated adjusted EBITDA

35%

40,833

N/C

N/C

N/C

Quantifiable
non-financial criteria

30%

35,000100%

100%

Percentage of women managers

10%

11,666

NA

38.9%

38.9%

Percentage of managers trained

10%

11,666

NA

50%

50%

eNPS (employee Net Promoter Score)10%

11,666

15

16

16

100%

116,667

TOTAL

Pursuant to the provisions of Article L. 22 10 34 II. of the French Commercial Code, the annual variable compensation of the
Chairman and Chief Executive Officer may only be paid after being approved by the General Meeting.

Long-term variable compensation

Non-compete compensation

The Chairman and Chief Executive Officer, who owns
12.46% of the Company as of December 31, 2023, does
not receive long-term variable compensation, in cash or
shares.

In order to protect the Group’s interests as well as its
development in a highly specialized sector, the Chairman
and Chief Executive Officer would be subject, in the eventof his departure, to a non-compete commitment for aperiod of 24 months. In this respect, he would receive amonthly lump sum payment equal to 50% of the averagemonthly fixed and variable compensation received during
the 12- and 24-months period preceding the end of his
term of office.

The Board, on the recommendation of the Nomination
and Compensation Committee, considered that alignment
with the long-term interests of the Company’s
shareholders is ensured to the extent that Denis
Ladegaillerie is the founder of the Group and a significant
shareholder of the Company.

Compensation allocated for the term of office
as director
The Chairman and Chief Executive Officer does not receive
any compensation for his office as a director of theCompany.

Severance pay
The Chairman and Chief Executive Officer will not receive
any severance pay.

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Any breach of the non-compete obligation would oblige
the Chairman and Chief Executive Officer to repay themonthly non-compete indemnities already received and,
where applicable, the Company would no longer berequired to pay the monthly non-compete indemnities forthe remaining period until the end of the two-year period
and would reserve the right to claim damages for unfair
competition.
At the termination of the Chairman and Chief Executive
Officer’s term of office, the Board may decide to waive thenon-compete obligation. The Chairman and Chief
Executive Officer would then be free from all theconstraints of the non-compete obligation and theCompany would be released from any commitment to pay
the Chairman and Chief Executive Officer any noncompete indemnity.

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Corporate governanceCompensation of corporate officers

Other elements of compensation
The Chairman and Chief Executive Officer has noemployment contract and does not benefit from anyother element of compensation in respect of his officesuch as:●multi-year variable compensation;●

exceptional compensation;●

supplementary pension plan.

Benefits in kind
The Chairman and Chief Executive Officer receives no inkind benefits.

Exceptional circumstances
No element of compensation, benefits or commitments ofany kind may be awarded or paid by the Company if it
does not comply with the compensation policy approvedby the General Meeting of Shareholders.
However, in the event of exceptional circumstances, theBoard of Directors may waive the application of thecompensation policy. This exemption must then be
temporary, in line with the Company’s interests andnecessary to guarantee the Company’s sustainability or
viability in accordance with the provisions of ArticleL.2210-8 of the French Commercial Code.

The Board has decided to include this option in thecompensation
policy,when
these
exceptional
circumstances arise from external events independent ofa decision by the Company and may have an impact on
the criteria previously approved by the General Meeting.
The Board, on the proposal of the Nomination andCompensation Committee, may adjust one or morecriteria for annual variable compensation.
If such an exemption is used by the Board, the changes
will be made public after the Board meeting thatapproved them. These adjustments must be justified andmaintain the alignment of the interests of theshareholders with those of the Chairman and Chief
Executive Officer.
In accordance with Article L.22-10-34 of the French
Commercial Code, this practice would remain subject tothe binding vote of the shareholders and thecorresponding variable compensation would only be paid
after approval by the next General Meeting.

Claw back clause
The compensation policy does not provide for a specificvariable compensation repayment mechanism (clawback).

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4.6.4 Compensation paid or awarded to corporate officers during
the fiscal year ended December 31, 2023
4.6.4.1 Compensation paid in respect of, or allocated during, the 2023 fiscal year
to members of the Board of Directors, non-executive corporate officers
This Section sets out the various items of informationreferred to in Article L. 22-10-9 of the French Commercial
Code for the members of the Board of Directors.

Committee, including 87.5% for independent members,
and 89% for the CSR Committee, including 100% for the
independent Chairwoman.

A total gross amount of €167,188, within the limits of the€300,000 budget approved by the General Meeting ofJune 20, 2022, will be paid to the independent members of
the Board of Directors in respect of the 2023 fiscal year.

The compensation due to the independent members of
the Board of Directors in respect of the 2023 fiscal year
will be paid to them in 2024.

In 2023, average attendance rates amounted to,respectively, 96% for the Board of Directors, including
100% for independent members, 100% for the Audit
Committee, 92% for the Nomination and Compensation(in €)The table, pursuant to the standard format recommended
by the AFEP-MEDEF Code and by AMF recommendation
no. 2021-02, presents the summary of the compensationthat will be paid to the independent members of theBoard of Directors in respect of 2023:
FY 2023

FY 2022

Independent
director or non-voting
memberAmountgrantedAmountpaid

AmountgrantedAmount
paid

No

N/A

N/A

N/A

N/A

No

N/A

N/A

N/A

N/A

No

N/A

N/A

N/A

N/A

No

N/A

N/A

N/A

N/A

Yes

52,50052,18847,65847,658

Denis Ladegaillerie
Fixed compensation
Variable compensation
Alain Caffi,
representative of Ventech
Fixed compensation
Variable compensation
John DoranFixed compensation
Variable compensation
Nicolas Rose,
representative of XAnge
Fixed compensation
Variable compensation
Cécile Frot-Coutaz*,representing FSP
Fixed compensation

23,75023,75021,32921,329Variable compensation

28,75028,43826,32926,32955,00055,00055,00055,000

Fixed compensation

Orla Noonan

25,00025,00025,00025,000

Variable compensation

30,00030,00030,00030,000Anne-France
Laclide-Drouin

Yes

60,00060,00055,00055,000

Fixed compensation

27,50027,50025,00025,000

Variable compensation

32,50032,500Yes

Kathleen O’Riordan**Fixed compensation
Variable compensation
TOTAL

N/A
Yes
167,500

30,00030,00048,021

48,021

23,75023,750N/A

24,271

24,271

167,188

205,679

205,679*

Cécile Frot-Coutaz was a non-voting member from January to June 10, 2022 before being appointed director. She attended six meetings of the Board of
Directors during the year, three of which as a director. Her compensation as a non-voting member was €21,870, representing 46% of the total amount ofcompensation she received in 2022.
** Kathleen O'Riordan resigned as a director with effect from December 31, 2022.

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4.6.4.2 Compensation paid in or allocated in respect of the 2023 fiscal year
to the Chairman and Chief Executive Officer
This Section includes the information required under
Article L. 22-10-9 of the French Commercial Code as
regards the total compensation and benefits of any kindpaid or granted in respect of the 2023 fiscal year to Denis
Ladegaillerie in his capacity as Chairman and Chief
Executive Officer of the Company.
At its meeting of 20 March 2023, the Board of Directors,
on the recommendation of the CSR Committee and theNomination and Compensation Committee, approved the2023 compensation policy for the Chairman and Chief
Executive Officer, which was approved, in its 7th
Resolution, by the General Meeting of Shareholders ofJune 16, 2023 to the tune of 99.81%.

Reminder of the overall structure of the
Chairman and Chief Executive Officer’s
compensation for 2023
33%

67%

Variable compensation

Fixed compensation

4.6.4.2.1 Fixed compensation
The compensation policy for the 2023 fiscal year, set by the
Board of Directors on March 20, 2023 and approved by theGeneral Meeting of June 16, 2023, maintained the amountof the fixed compensation of the Company's Chairman andChief Executive Officer, unchanged since 2021.
In this respect, Denis Ladegaillerie, Chairman and Chief
Executive Officer, was paid €233,333 in gross annual
fixed compensation for the 2023 financial year.

4.6.4.2.2 Variable compensation in 2023

Reminder of summary of the structure of the
Chairman and Chief Executive Officer's annual
variable compensation for 2023

Variable compensation paid in 2023
in respect of the 2022 fiscal year
Pursuant to the ex-post “Say on pay” mechanism referred
to in Article L.22-10-34, II of the French Commercial Code,the variable annual compensation due to Denis
Ladegaillerie, Chairman and Chief Executive Officer, inrespect of the 2022 fiscal year, which amounted to€154,000, was paid to him in 2023 following the approval,
by more than 99%, of the sixth resolution by the General
Meeting of June 16, 2023.
The principles and criteria for determining, distributing
and awarding the variable items of the annual short-term
variable compensation of Denis Ladegaillerie in his
capacity as Chairman and Chief Executive Officer wereapproved by the Board of Directors, on therecommendation of the Nomination and Compensation
Committee and the CSR Committee, at its meeting ofMarch 20, 2023, approved by the General Meeting of June
16, 2023.
Under the terms of this policy, the Chairman and Chief
Executive Officer's gross annual variable compensation
was set at €116,667, representing 50% of fixedcompensation, increased to 66% of fixed compensation in
the event of outperformance, representing a maximum
gross amount of €154,000.
Pursuant to the 2023 variable compensation policy, theBoard of Directors, based on the recommendations of theNomination and Compensation Committee and the CSR
Committee, assessed, at its meeting on March 13, 2024,
the level of achievement of the financial and non-financial
performance criteria in respect of 2023, which led tosetting a total amount of €106,519 as annual variable
compensation in respect of the 2023 fiscal year.
Quantitative financial criteria
The two financial criteria represented 70% of annual
variable compensation, weighing 35% each, and related to
the following economic performance indicators regarding
Company:i) Annual growth of the Group’s consolidated revenue;ii) Group consolidated adjusted EBITDA
For each of these two criteria, an allocation scale based on
three threshold levels was established:
●

●

●

30%

70%

Extra-ﬁnancial criteria

if the minimum threshold is reached: the allocation isequal to 50% of variable compensation;
if the target threshold is reached: the allocation isequal to 100% of variable compensation;in the event of outperformance: the allocation is equal
to 146% of variable compensation.

On March 13, 2024, the Board of Directors, on the adviceof the Nomination and Compensation Committee,
assessed the performance of these two financial criteria,
which amounted, respectively, to 15.71% and 5.71%,
corresponding, by applying the scale, to a total grossamount of €71,519 for the quantitative financial criteria.

Financial criteria

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Quantitative non-financial criteria

holistic way and to motivate management teams more
broadly. Nevertheless, the Group continued to coordinate
the ambassadors network, a CSR indicator included in thelong-term performance share plan for 2021-2023. An
allocation scale based on two threshold levels wasestablished:

The three non-financial quantitative criteria represented aweighting of 30% of annual variable compensation for2023, each representing one-third of non-financial
performance, and were based on performance conditions
in correlation with the Company’s CSR strategy, Shaping
Music for Good:●i) Gender parity;ii) Group learning rate;●iii) eNPS (employee Net Promoter Score - Believe
recommendation by employees).

if the target threshold is reached: the allocation isequal to 100% of variable compensation;no outperformance is applied.

On March 13, 2024, the Board of Directors, on the adviceof the Nomination and Compensation Committee,
assessed the performance of these three non-financial
criteria, which amounted, respectively, to 45.6%, 94.4%
and an (eNPS) score of 15, corresponding, by applying thescale, to a total gross amount of €35,000 for thequantitative non-financial criteria.

The non-financial eNPS criterion replaced the % ofambassadors(1) criterion in 2023 in the composition of the
Chairman and Chief Executive Officer's non-financial
variable compensation. The eNPS indicator makes it
possible to measure employee engagement in a more

SUMMARY OF THE ANNUAL VARIABLE COMPENSATION AWARDED IN RESPECT OF THE 2023 FISCAL YEAR

Rating

Performance criteria

Achievement

2023 results

Achievement rate
(weighted)

Weight (%)

Minimum %Target %Maximum %Financial performance criteria(as a % of target variable
compensation)

70%

50%

100%

150%

Annual growth of the Group’s
consolidated revenue

35%+15.47%+19.34%+23.21%15.71%

81.23%

Group consolidated adjusted
EBITDA

35%

4.17%

5.21%

6.26%

€M50,2109.60%Non-financial criteria(as a % of the target variable
compensation)

30%

100%

100%

100%

100%

100%

Gender parity

10%

N/A

44%

44%

45.6%

100%(3)

Group learning rate(1)

10%

N/A

85%

85%

94.4%

100%(3)

10%

9

13

13

15

100%(3)87.58%

Employee Net Promoter Score(eNPS)(2)(1) Training: % of employees trained with an average of 10 hours of training.
(2) eNPS corresponds to the question asked in the internal Your Voice 2023 survey: “To what extent would you recommend Believe as an employer”.
Calculation of the eNPS score: % promoters (score 9 and 10) - % detractors (score 0 to 6).
(3) It should be noted that the 2023 compensation policy for the Chairman and Chief Executive Officer does not provide for any outperformance when nonfinancial objectives exceed the target level. Thus, in the event of outperformance of these objectives, the award will be equal to the achievement of thetarget level.

Long-term variable compensation

Severance pay

Denis Ladegaillerie, Chairman and Chief Executive Officer
and shareholder of 12.46% of the share capital as at
December 31, 2023, did not receive long-term variable
compensation.

In 2023, no amount was due or paid in respect ofseverance pay to Denis Ladegaillerie.

Compensation allocated in respect of term ofoffice as member of the Board of Directors

Non-compete compensation
In 2023, no amount was due or paid in respect of a noncompete indemnity to Denis Ladegaillerie.

Denis Ladegaillerie did not receive any compensation for
his role as a member of the Company’s Board of Directors.

(1) Ambassadors (also called Shapers) are volunteer employees who participate in solidarity activities or in activities to promote the priorities of
the Shaping Music for Good CSR strategy.

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Corporate governanceCompensation of corporate officers

Other elements of compensation●

multi-year variable compensation;

Denis Ladegaillerie does not have an employment contractand does not benefit from any form of compensation otherthan the items described at the start of this Section.

●

exceptional compensation;●

supplementary pension plan.

Thus, Denis Ladegaillerie was not allocated or paid any
amount in respect of the fiscal year ended December 31,
2023 as:Benefits in kind
Denis Ladegaillerie did not receive any benefits in kind.

COMPENSATION AND BENEFITS OF ANY KIND PAID IN RESPECT OF THE 2023 FISCAL YEAR TO DENIS LADEGAILLERIE,CHAIRMAN AND CHIEF EXECUTIVE OFFICER, EXECUTIVE CORPORATE OFFICER

Amounts

Description

Fixedcompensation€233,333 The gross fixed compensation awarded in 2023 was maintained at its previous
amount, unchanged since 2021.

Annual variable
compensation€106,519 The target amount of variable compensation for Denis Ladegaillerie is€116,667, i.e. 50% of his fixed compensation, and is based on:
●

●

●

●

●

●

70% of the target compensation, representing a reference amount of€81,666, is based on two financial criteria linked to 2023 performance:i) annual growth in consolidated revenue for a weighting of 35%, andii) consolidated Group adjusted EBITDA for a weighting of 35% (see details in
Section 4.6.4.2 of the Universal Registration Document);
30% of the target compensation, representing a reference amount of€35,000, is based on three non-financial criteria, based on quantitative
targets: i) Gender parity for a weighting of 10%, ii) Group training rate for aweighting of 10%, and iii) the eNPS for a weighting of 10% (see details in
Section 4.6.4.2 of the Universal Registration Document);
the amount of annual variable compensation is capped at 66% of fixedcompensation, i.e. €154,000;
the achievement rates of the two financial objectives were respectively
81.23% and 109.60%, representing an amount of €71,519, or 87.58% of thereference amount of the financial criteria;
as the achievement rates of the three non-financial objectives exceeded thetarget level, compensation in respect of these criteria was capped at 30% of
the target amount, i.e. €35,000;
taking into account the achievement rates achieved in 2023, the Denis
Ladegaillerie's annual variable compensation amounted to €106,519,
representing 91.3% of the target amount and 45.7% of fixed compensation.

Multi-year variable
compensation

N/A No multi-year variable compensation

Stock options,performance
shares or any
other element oflong-termcompensation

N/A No allocation of options or performance shares

Compensation in
respect of theoffice as director

N/A No compensation is paid in respect of the office as director

Benefits in kindN/A No benefits in kind

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Corporate governanceCompensation of corporate officers

4.6.4.3 Equity ratios
Methodology
For the calculation of the ratios presented below inaccordance with Article L.22-10-9, part I, Section 6, of theFrench Commercial Code, the Company referred to the
AFEP-MEDEF guidelines.
The scope used is that of the French company Believe SA
and the subsidiaries included in the scope of
consolidation.
France, the country of origin and head office of the Group
with nearly 40% of its headcount, is the natural reference
scope for determining the ratio.
In accordance with the AFEP-MEDEF recommendations,the elements included in the calculation of the equity
ratios concern all the elements of compensation,

excluding employer social security contributions, paid
during the year to the Chairman and Chief Executive
Officer and the employees (fixed compensation, variable,
extraordinary or deferred compensation, benefits in kindand any other benefit allocated or paid during the fiscal
year, and where applicable the amount of stock options orshares awarded recognized under IFRS 2 during thereporting period).
The employees taken into account in the calculation of theratio are employees who were present and active
throughout the year in question, excluding interns, workstudy contracts and people on long-term leave. Annual
fixed and variable compensation is determined on a fulltime basis.
The Company’s performance is measured by changes in
its revenue and adjusted EBITDA. These two indicators areused to measure the Chairman and Chief Executive
Officer's performance on an annual basis.

Change in the annualized gross compensation of the executive director and the employees
during the five past years
2023

2022

2021

2020

2019

387,333

375,696383,333

369,286

378,191

Change in the compensation of the
Chairman and Chief Executive Officer

3.1%

-2.0%

+3.8%

-2.4%

+34.5%(in €)

Compensation of the Chairman
and Chief Executive Officer

Average compensation of employees

61,73057,21865,83659,212

54,169Average ratio of employee compensation

x6.27

x6.57

x5.82

x6.24

x6.98

Median compensation of employees

52,80048,41854,96650 00044,477

Median ratio of employee compensation

x7.34

x7.76

x6.97

x7.39

x8.50

Evolution of the compensation of the Chairman and Chief Executive Officer, average and median employee compensation(In € thousands)

130
124

125
120
115

112

114

109

110
109

105
100

119

122

101

100

102

99

98

95

106

90
2019
Compensation of the Chairman and CEO

200

2020

2021
Average compensation of employees

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2022

2023

Median compensation of employees

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Corporate governanceCompensation of corporate officers

ANNUAL CHANGE IN THE PERFORMANCE OF THE COMPANY, THE TOTAL COMPENSATION OF THE EXECUTIVEDIRECTOR AND THE AVERAGE COMPENSATION OF EMPLOYEES ON A FULL-TIME BASIS OVER FIVE YEARSInformation on
the Company’s performance(In €)

Compensation of the Chairman
and Chief Executive Officer

2023

2022

2021

2020

2019

387,333

375,696383,333

369,286

378,191

Change in the compensationof the Chairman and Chief
Executive Officer

3.1%

-2.0%

+3.8%

-2.4%

+34.5%

Change (as a %) in revenue
compared to the previous
fiscal year

+15.7

+32.8%+30.7%+11.9%+65.7%

Change (as a %) of EBITDA
compared to the previous
fiscal year+45%

+48.9%+202.6%-78.2%+42.9%The performance indicators for the 2019, 2020 and 2021 fiscal years are extracted from the Group's IFRS consolidated financial
statements.

Evolution in the compensation in the title instead of change(In € thousands)

250

223
193

200
146

150

142

112
100

100

101

98

99

102

99
66

50
23

0
2019
Compensation of the Chairman and CEO

2020
Revenue

2021

2022

2023

EBITDA

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Standardized tables (AMF tables)
TABLE 1: SUMMARY TABLE OF COMPENSATION AND STOCK OPTIONS AND SHARES GRANTED IN RESPECT
OF THE FISCAL YEAR TO THE EXECUTIVE DIRECTORFY 2023

FY 2022

FY 2021

Compensation due in respect of the fiscal year
(detailed in Table 2)

339,852

375,696375,696

Value of the multi-year variable compensation
granted during the fiscal year

N/A

N/A

N/A

Value of the stock options granted
during the fiscal year

N/A

N/A

N/A

Value of the performance shares granted during
the fiscal year

N/A

N/A

N/A

Value of other long-term compensation plans

N/A

N/A

N/A

(in €)

Denis Ladegaillerie,
Chairman and Chief Executive Officer

TABLE 2: SUMMARY OF THE COMPENSATION OF THE EXECUTIVE DIRECTORFY 2023
Amount due
for thefiscal year(in €)FY 2022Amount paidin 2023

Amount due
for thefiscal year

FY 2021
Amount due
for thefiscal year

Amount paidin 2022

Denis Ladegaillerie, Chairman
and Chief Executive Officer
Fixed compensation

233,333

233,333

233,333

233,333

233,333

Annual variable compensation

106,519

154,000

154,000

142,363

142,363

Multi-year variable
compensation

N/A

N/A

N/A

N/A

N/A

Extraordinary compensation

N/A

N/A

N/A

N/A

N/A

Director/corporate officer
compensation

N/A

N/A

N/A

N/A

N/A

Benefits in kind

N/A

N/A

N/A

N/A

N/A

339,852

387,333

387,333

375,696375,696TOTAL

TABLE 4: SUBSCRIPTION OR PURCHASE OPTIONS GRANTED DURING THE FISCAL YEAR TO THE EXECUTIVE DIRECTOR

Type ofstock options
Plan no. (purchase or
and date subscription)(in €)

Denis Ladegaillerie,
Chairman and Chief
Executive Officer

202

None

Universal registration document 2023 - Believe

None

Number ofstock options
granted
Value ofduring thethe options
fiscal year

None

None

Exercise
price

ExerciseperiodNone

Nonewww.believe.com

Corporate governanceCompensation of corporate officers

TABLE 5: SUBSCRIPTION OR PURCHASE OPTIONS EXERCISED DURING THE FISCAL YEAR BY THE EXECUTIVE DIRECTOR(in €)

Plan no. and date

Number of options
exercised during
the fiscal year

Exercise price

None

None

None

Denis Ladegaillerie,
Chairman andChief Executive Officer

TABLE 6: PERFORMANCE SHARES GRANTED DURING THE FISCAL YEAR TO THE EXECUTIVE DIRECTOR(in €)

Plan no.
and date

Number ofsharesgrantedduring the
fiscal year

Value ofthe shares as
per themethod used
for theconsolidationof thefinancialstatements

Acquisition
date

Vestingdate

Performance
conditions

None

None

None

None

None

None

Denis Ladegaillerie,
Chairman andChief Executive Officer

TABLE 7: PERFORMANCE SHARES OF THE EXECUTIVE DIRECTOR VESTED DURING THE FISCAL YEAR(in €)

Plan no. and date

Number of shares
vesting during the fiscal year

None

None

Denis Ladegaillerie,
Chairman and Chief Executive Officer

TABLE 8: HISTORICAL INFORMATION ABOUT SUBSCRIPTION OR PURCHASE OPTIONS GRANTS TO THE EXECUTIVEDIRECTOR

Plan(in €)

Date of General Meeting
Date of Board of Directors meeting
Total number of shares that may be subscribed or purchased by:
The corporate officer Denis Ladegaillerie

None

Starting date for exercise of stock options
Expiry date
Subscription or purchase priceTerms and conditions
Number of shares subscribed
Cumulative number of lapsed and cancelled share subscription or purchase options
Remaining share subscription or purchase options at year-end

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Corporate governanceCompensation of corporate officers

TABLE 9: SUBSCRIPTION OR PURCHASE OPTIONS GRANTED TO THE TOP TEN EMPLOYEES EXCLUDING CORPORATEOFFICERS WHO HAVE RECEIVED THE MOST STOCK OPTIONS, AND STOCK OPTIONS EXERCISED BY SUCH EMPLOYEES

Total
number ofoptions Weighted
granted/average
exercised
price(in €)

Options granted
during the fiscal
year by Believe SA
to the ten
employees of any
eligible company
with the highest
number of shares

None

None

Options exercised(previously
held on Believe SA)
by the ten Group
employees withthe highest numberof options exercised

274,898

10.05

BSA
2012

BSA
2016-1

BSA
2016-2

BSPCE
2016-2

BSA
2018

BSPCE
2018

BSA
2019

BSPCE
2019

5,550

0

25,00033,00035,47185,54430,83359,500TABLE 10: HISTORICAL INFORMATION ABOUT PERFORMANCE SHARE GRANTS

Plan(in €)

Date of General Meeting
Date of Board of Directors meeting
Total number of shares granted, including the number granted to:
The corporate officer Denis Ladegaillerie

None

Share acquisition dateEnd date of lock-up period
Number of shares vested
Cumulative number of lapsed and cancelled shares
Performance shares remaining at year-end

TABLE 11: CONTRACTUAL SUMMARY AND COMMITMENTS OF THE EXECUTIVE DIRECTOR

Executive directors
Denis Ladegaillerie,
Chairmanand Chief Executive Officer

204

Employment
contract

Supplementary
pension plan

Payments or
benefits due
or likely to be
due owing totermination orchange of office

No

No

No

Universal registration document 2023 - Believe

Payments inrelation to a
non-competeclauseYes

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Corporate governanceCompensation of corporate officers

4.6.4.4 Principles and rules used for the
allocation of free shares
As part of the admission of its shares to trading on theEuronext Paris regulated market and pursuant to theGroup’s compensation policy, Believe implemented along-term incentive policy for its main senior executives.
The Company gives preference to the allocation of shares
over compensation paid exclusively or mainly in cash
Executives are thus closely involved in long-term growthand value creation objectives.
To this end, the General Meeting held on June 20, 2022
approved in its 22nd resolution, a performance shareallocation program for a total of 2.9% of the share capitalover a period of 38 months.
These awards will benefit key executives and employeesof the Company and its related companies within themeaning of Article L.22-197-2 of the French Commercial
Code.
The Chairman and Chief Executive Officer of theCompany, the only executive director, is not concerned bythis program (see Section 4.6.4.2).
Under the terms of the resolution, shares are awarded
subject to the presence of the employee concerned and tolong-term performance conditions in relation to arevenue growth target, the share price performance
relative to a benchmark index, EBITDA growth and CSR
targets. Each of the three financial performance
conditions represents 30% and the CSR condition
represents 10%.
On April 27, 2023, the Board of Directors, using theauthorization granted to it by the General Meeting of June20, 2022, and on the recommendation of the Nomination
and Compensation Committee, set up a performance
share plan involving a total allocation of 1,071,495 free
performance share rights in the event of the target
objectives being achieved, representing 1.11% of theshare capital, and a total allocation of 1,264,347 free
performance shares in the event of the objectives being
outperformed, representing 1.31% of the share capital, forthe benefit of 35 beneficiaries (“2023 Plan”).

●
●

●
●

revenue growth (30%);
performance of the Believe share compared to theEurostoxx 600 Technology index (share price change
compared to that of Eurostoxx 600 Technology
companies) (30%);
EBITDA growth (30%);
achievement of the CSR target based on a longterm target related to the training rate of theheadcount (10%).

Under the terms of the rules of the 2023 Plan, it is foreseenthat in the event of a change of control of the Company
and if, during the vesting period, (i) a public tender offer
and/or exchange offer is launched on the Company’s
shares or (ii) a shareholder acting alone or in concert holds
more than 30% of the Company’s share capital, the Board
may, at its discretion, decide to modify the performance
conditions in order to assess them at the time of one of theabove-mentioned events or to remove any continued
employment and/or performance condition and consider
that the shares are to vest early, subject to compliance witha minimum two-year vesting period.

4.6.4.5 Employee share ownership
Under the authorization granted by the General Meetingof May 25, 2021, the Company implemented its first
employee shareholding transaction in the second half of2022. Through employee shareholding, the Company
aims to strengthen employees' commitment to the“Shaping Music for Good” corporate project, which isbased on four values: respect, expertise, fairness andtransparency with regard to all stakeholders.
This first transaction was rolled out in six countries,
representing nearly 80% of the headcount, up to a limit of
0.5% of the share capital, i.e. 480,000 shares. 40% of
eligible employees subscribed for 337,457 shares, i.e. theequivalent of 0.35% of the Company’s share capital.
For the 2023 fiscal year, the Company did not renew thetransaction.

The vesting of shares of the 2023 Plan is subject, on the
one hand, to a condition of presence in the Company forthe entire duration of the vesting period, set at three
years, and, on the other, to the achievement of four
performance criteria, three of which are based on
financial criteria, representing a total weighting of 90%,
and one non-financial criterion representing a total
weighting of 10%, assessed over the 2023-2025 reference
period and which are as follows:

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Corporate governanceCompensation of corporate officers

SUMMARY OF CURRENT FREE SHARE PLANS AS OF 12/31/2023

2023

2021

2020

Date of General Meeting

06/16/2023

06/20/2022

05/25/2021

05/25/2021

N/A

Date of Board of Directors meeting(in €)

2022

04/27/2023

12/09/2022

05/03/2022

09/15/2021

Performance conditions

(2)

(1)

(1)

(1)

Number of beneficiaries

35

1

27

29

N/A

N/A

N/A

N/A

Type of shares

Ordinary

Ordinary

Ordinary

Ordinary

Vesting period

3 years

3 years

3 years

3 years

Executive directors
Denis Ladegaillerie,
Chairman and CEO

0

0

0

0

Share acquisition date

Lock-up period

04/27/2026

12/09/2025

05/03/2025

09/15/2024

End date of lock-up period

04/27/2026

12/09/2025

05/03/2025

09/15/2024

Maximum number of shares
granted

1,264,347(3)113,333(3)790,298(3)784,543(3)Cumulative number of lapsed
and cancelled shares

84,300058,660155,420

Performance shares remaining
at year-end

1,180,047

113,333

731,638

629,123(1) One-third of the award is based on revenue growth over three years.
One-third of the award is based on the performance of the Believe share price compared to Eurostoxx 600 Tech.
One-third of the award is based on the Company’s three-year CSR indicators.
Gender parity rate, training rate of Believe employees, the rate of participation in ambassador groups on CSR issues.
(2) 30% of the award is based on revenue growth over three years.
30% of the allocation is based on EBITDA growth.
30% of the award is based on the performance of the Believe share price compared to Eurostoxx 600 Tech.
10% of the allocation is based on a social indicator, the training rate.
(3) Maximum number of shares including the shares that may be acquired in the event of outperformance.

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5

Review of the financial
position and results

5.1

Overview

210

5.3

5.1.1
5.1.2
5.1.3
5.1.4
5.1.5

Introduction
Principal factors influencing results
Main income statement items
Main performance indicators
Selected financial information

210
211
217
220
221

Cash, financial debt
and equity

228

5.3.1
5.3.2
5.3.3
5.3.4

Overview
Cash position and cash flows
Financial debt and liquidity position
Equity

228
228
233
234

5.2

Analysis of the results
for the fiscal year ended
December 31, 2023

5.4

Outlook for 2024

235

5.2.1 Revenue
5.2.2 Cost of sales
5.2.3 Sales and marketing expenses
5.2.4 Technology and product expenses
5.2.5 General and administrative expenses
5.2.6 Other operating income (expense)
5.2.7 Operating income (loss)
5.2.8 Net financial income (expense)
5.2.9 Income (loss) before tax
5.2.10 Income tax
5.2.11 Net income (loss)
5.2.12 Adjusted EBITDA

222
222
224
224
224
225
225
225
225
226
226
226
226

5.4.1 Assumptions
5.4.2 Group forecasts for the fiscal year
ending December 31, 2024

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236

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5

Review of the financial position and results
Overview

Readers are invited to read the following information on the Group’s results together with the Group’s
consolidated financial statements for the fiscal year ended December 31, 2023, as presented in Chapter 6 of this
Universal Registration Document.
The Group’s consolidated financial statements for the fiscal year ended December 31, 2023 have been prepared inaccordance with International Financial Reporting Standards (IFRS) as published by the International AccountingStandards Board (IASB), and adopted by the European Union at December 31, 2023. The audit report from the
Statutory Auditors on the Group's consolidated financial statements for the fiscal year ended December 31, 2023 isprovided in Section 6.3 of this Universal Registration Document.

5.1 Overview
5.1.1 Introduction
The Group is a market leader in digital music forindependent labels and local artists. The Group has solid
experience in digital artist development and catalog
performance optimization. The Group has built its model
to be at the core of the digital music revolution and tobenefit from positive structural market trends. The
Group’s business model is to share the revenues
generated through digital service providers and social
media platforms with artists. The growth in this source ofrevenue is due to the Group’s appeal to local artists andlabels as well as to structural changes in the market.
Its international presence is a key differentiator, as theGroup began investing very early on, outside of France
and particularly in European and Asian markets, where
the Group has been able to build strong positions inrecent years. While the penetration rate of subscription
streaming is high in some mature markets such as theNorthern Europe countries, it is still relatively low in someother developed countries where the recorded music
market is significant. This is the case in Western Europe
and certain so-called emerging markets, such as Latin
America, Eastern Europe and the Asia-Pacific region,
where there is very significant potential for growth.
The Group primarily targets digital music genres, which
are promoted and marketed mainly on streaming
platforms and social media. The revenue generated onthese platforms is also the main source of monetization
for artists in the genre in question. Believe has also
dedicated offerings for digital artists and labels according
to their needs and stages of development. The Group isthus organized as a global digital platform, which develops
technological and high value-added solutions for all
artists, adapted to each stage of their career development,
whether they are music creators, emerging artists,
established artists or top artists. This approach, whichmakes it possible to cover all artist categories, from themusic creator to the top artist, is another differentiating
factor, Believe being one of the only music groups to offer
solutions adapted to each stage of an artist's career.

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Universal registration document 2023 - Believe

The Group has built a unique model based on a scalable
central technology platform through the intensive use ofdata, which allows it to provide the same level of service inall geographies while generating economies of scale. The
teams deployed in the local entities rely on the products
and solutions developed by the Central Platform tosupport the development of local artists and labels. This
organization enables the Group to conduct its businessefficiently and profitably. This organization based on theCentral Platform and strong local teams with considerable
music and digital expertise and trained in the best use ofcentrally developed tools and solutions, enables theGroup to offer the best possible quality of service.
With 1,919 employees at December 31, 2023 and apresence in more than 50 countries, the Group thus
benefits from cutting-edge technological capabilities andprovides artists and labels with its expertise in music, digitalmarketing and data analysis around the world, notably
with the support of over 250 product and IT experts. The
Group operates several commercial brands including
Believe, TuneCore, Nuclear Blast, Naïve, Groove Attack,
AllPoints, Ishtar and Byond.
Its main subsidiaries are located in Germany, Canada,
China, the United States, France, India, Italy, Japan,
Luxembourg, the United Kingdom, Russia, Singapore andTurkey.
The Group’s consolidated financial statements include theCompany and its subsidiaries (hereafter referred to as the“Group”).
The Group has recorded strong business growth during
the fiscal year, increasing from consolidated revenue of€760.8 million for the fiscal year ended December 31,
2022 to €880.3 million for the fiscal year ended December
31, 2023, i.e. an increase of 15.7%.

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Review of the financial position and results
Overview

The Group uses the following segmentation for its internalreporting needs, corresponding to the two activities carriedout by the Group:●●

Premium Solutions, which mainly include the sales,
promotion, marketing and provision of digital content
of labels and artists that have entrusted the Group withthe development of their catalog on streaming andsocial media platforms, according to an economic
model of revenue-sharing, as well as, to a lesser extent,solutions to support the development of artists in theareasofphysicalsales,
merchandising,synchronization(1) and related rights. With theacquisition of Sentric, Believe also expanded its music
publishing capabilities. The Premium Solutions business
represented 93.7% and 93.7% of the Group’s
consolidated revenue and 92.1% and 93.9% of theGroup’s consolidated adjusted EBITDA (excluding thecontribution of the Central Platform to the Group's
adjusted EBITDA) for the fiscal years ended December 31,
2023 and 2022, respectively;
Automated Solutions, whereby the Group enables
music creators, via its TuneCore digital platform, todistribute their audio content in an automated manner
to streaming and social media platforms in return for a
subscription fee. At the choice of the music creator,
access to this platform can be supplemented bysynchronization and music publishing solutions thatwere already based on Sentric, one of the mostadvanced solutions on the market and self-releasing
artist rights in a profitable manner. The AutomatedSolutions business represented 6.3% and 6.3% ofconsolidated revenue and 7.9% and 6.1% of the Group’s
consolidated
adjusted
EBITDA(excluding
thecontribution of the Central Platform to the Group's
adjusted EBITDA) for the fiscal years ended December
31, 2023 and 2022, respectively.

In addition, the Central Platform, which is not an operating
segment according to IFRS 8, insofar as it does not
generate revenue, but is monitored by the Group for its
internal reporting needs and includes the costs of thefollowing centralized operational functions that have notbeen allocated to the Premium Solutions or AutomatedSolutions operating segments:●●●

IT, Product and Operations teams, who develop andoperate the Group’s technology platform, comprisingcontent management and platform delivery tools,
interfaces with artists and labels, artist promotion andmarketing, and data analysis and management
systems;
teams developing and designing sales offers;
and various support functions such as finance, legal
affairs or human resources.

These teams are dedicated to the design and operation of
the tools and processes that enable the Group to deploy
its Premium Solutions and Automated Solutions offering
to artists and labels, allowing local teams to focus on therelationship aspect with artists and labels (see Section
1.2.3 “Believe is a digital platform”). For the fiscal year
ended December 31, 2023, the Central Platform's adjusted
EBITDA excluding capitalized development costs is madeup of “General and administrative expenses” at 41%,
“Technology and product expenses” at 40% and“Marketing and sales expenses” at 19%.
The Group has a solid presence in France, its historicalcountry of operation, and in Germany, since the acquisitionof the Nuclear Blast and Groove Attack labels in 2018, withthese countries having represented respectively 16.8% and12.6% of its consolidated revenue for the fiscal year ended
December 31, 2023. The Group is also present in many other
European countries, which together represented 30.1% of
its consolidated revenue for the fiscal year ended December
31, 2023, including in particular the United Kingdom, Italy
and other less mature markets such as Russia, Turkey andseveral Eastern European countries.
Because of its global geographic footprint, the Group also
has strong development potential in growth markets such
as Asia, Oceania and Africa (together representing 26.0% ofconsolidated revenue for the fiscal year ended December
31, 2023) as well as the Americas (14.6% of consolidated
revenue for the fiscal year ended December 31, 2023).

5.1.2 Principal factors influencing results
Certain key factors, past events and transactions have
had, and may continue to have, an impact on the Group’sbusiness and results presented in this Chapter. The risk
factors likely to have an impact on the Group’s businessare described in Chapter 3 of this Universal Registration
Document.

The main factors impacting the Group’s results include:●●

trends and features of the streaming market;
the growth and performance of the Group’s catalog
and the growth in subscriptions to the Group’s
Automated Solutions offering;(1) As part of its synchronization solutions, the Group manages the copyrights of artists relating to the use of their music works to enhance an
audiovisual work, and collects the associated royalties.

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the Group’s remuneration arrangements;●

external growth transactions;●

the Group’s cost structure;●changes in foreign exchange rates;●

taxation; and●seasonality.

5.1.2.1 Trends and features of thestreaming market
Within the Premium Solutions activity, a significant portionof the Group’s revenue is drawn from amounts paid bydigital service providers that the Group receives in returnfor providing audio or video content streamed on those
platforms.
For the fiscal years ended December 2023 and 2022,
revenue from digital sales thus accounted for 90.1% and92.3% of the Group's consolidated revenue, respectively.
The rest of the revenue was mainly generated by sales ofphysical media (CDs and vinyl records), music publishingrights administration and, to a lesser extent,merchandising, synchronization, brand partnership andmusic events organization.
The digital music and streaming market, in particular, hasseen significant growth in recent years, rising from $7.9
billion (including $5.1 billion for streaming) in 2016 to $21.4
billion (including $20.6 billion for streaming) in 2023 (source:
MIDia Music Forecasts Report 2023-2030; June 2023),
supported by favorable growth trends (see Section 1.3 ofthis Universal Registration Document).
The growth in the streaming market is thus one of themain factors that contributed positively to the Group’s
revenue growth, from €760.8 million for the fiscal year
ended December 31, 2022 to €880.3 million for the fiscal
year ended December 31, 2023.
Most of the Group’s revenue is derived from amounts
paid by audio streaming platforms such as Spotify, AppleMusic or Amazon Music. These platforms generate theirown revenues from subscriptions paid by their premium
users and, to a lesser extent, fees paid by advertisers to
broadcast their advertising messages, and used to financefree plays(1). Revenue generated from subscriptions havegrown significantly around the world in recent years, from
$3.5 billion in 2016 to $14.8 billion in 2023 (source: MIDia
Music Forecasts Report 2023-2030; June 2023), and are now
the main way to monetize streaming by audio streaming
platforms.

The Group also derives some of its revenue from amounts
paid by video streaming platforms, such as YouTube, andsocial media, such as TikTok and META (Facebook,
Instagram, etc.), in return for providing video and audio
content on these platforms. These video and social media
platforms generate their revenue primarily from fees paidby the advertisers that broadcast ads to users of theseplatforms, who have free access to the platforms in mostcases. Some services offered may be covered bysubscriptions paid by users, such as the YouTube
Premium and YouTube Music Premium offers, which allow
video content to be viewed without advertising, to be
saved to watch offline or to keep playing in the
background without interruption. These services are thus
similar to a subscription audio streaming service.
The methods used to monetize streaming by thestreaming and social media platforms that the Groupdelivers content to have a direct impact on the level of theGroup’s revenue.
As a result, in the case of monetization by paid
subscription, pursuant to the distribution agreements
signed with the audio and video streaming platforms (theprincipal terms of which are described in Section 1.2.4 ofthis Universal Registration Document), the amounts paidby these platforms to the Group is calculated on the basisof several elements, generally comprising the playfrequency of the distributed content and a payment rate
negotiated with the platforms for the duration of thecontract (generally between 1 to 3 years), and applied to
the revenue earned by the platform from subscriptions
paid by users. Factors such as the platform’s distribution
method (via partners or directly) and the country inquestion can also result in variation of the amounts paidby the platforms to the Group.
In the case of monetization of free services that are
funded by advertising, under licensing agreements signedwith the audio and video digital service providers andsocial media (the principal terms of which are described in
Section 1.2.4 of this Universal Registration Document), theamount paid to the Group is generally calculated on thebasis of the ad revenues generated by the platform or a
fixed, flat-rate amount defined contractually, to which apercentage is applied which depends primarily on thenumber of times the content is viewed or played by users.
Some contracts may also provide for a minimum
guarantee payment similar to an advance received by theGroup, or provide for the payment of additional amounts
that depend on the Group meeting certain qualitative
criteria.

(1) The category of premium users of the digital service providers generally consists of users who have a monthly subscription enabling them tohave an ad-free interface. Users without a subscription can use some features of the interface free of charge but with regular ads, in return forwhich the advertisers pay fees to the platforms.

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In these calculation methods, the amount due is typicallylower in the case of content distributed as part of the freeservices funded by advertising or content distributed aspart of promotional offers or discounted trial offers, thanfor content distributed via subscription services.
In addition, the growth in revenue that the Group earns
from amounts paid by the digital service providers on thebasis of their revenue from subscription services depends
on the ability of these platforms to grow their subscription
offering, in volume and value terms, by offering profitablepricing structures that are acceptable to users. The
growth and profitability of subscription services could be
affected by a number of factors, such as a deterioration in
the economic environment, which could have an impact on
non-essential expenditure such as entertainment (seeSection 3.1.1 of this Universal Registration Document).
Moreover, the growth in revenue that the Group earns fromamounts paid by streaming and social media platforms, on
the basis of the revenue they earn from free services fundedby advertising, depends primarily on the broadcast volumes
by advertisers on these platforms and media, which could
also be impacted by different factors, including adeterioration in the economic environment (see Section
3.1.1 of this Universal Registration Document).

expand its sales and marketing teams, which increases
the payroll costs included within sales and marketing
expenses, and by investing in marketing activities todevelop marketing solutions and tools, to promote thecontent signed, with campaigns on social media andadvertising investments, amongst other things. These
investments led to an increase in the Group's sales andmarketing expenses during the fiscal year, from €164.1
million for the fiscal year ended December 31, 2022 to€192.7 million for the fiscal year ended December 31,
2023.
The growth of the Group’s Automated Solutions offering
depends primarily on new subscriptions by self-releasing
artists and music creators, irrespective of the growth andperformance of the catalog of these artists, insofar as therevenue recorded by the Group for this offering is mainly
generated from the subscriptions paid annually by theartists to have access to the TuneCore platform, and whothen recoup all the amounts paid to the Group by thedigital service providers and social media sites in returnfor the delivery of the content.

5.1.2.3 The Group’s remuneration
arrangements

5.1.2.2 The growth and performanceof the Group’s catalog and thegrowth in subscriptions to theGroup’s Automated Solutions
offering

The Group’s remuneration arrangements vary dependingon the methods for delivery of the content. In the case of
the Premium Solutions, the remuneration arrangements
are based on a shared value model. In the case ofAutomated Solutions, they are mainly based on a
subscription model.

The growth in the Group’s Premium Solutions offering inrecent fiscal years was driven first by the growth in its
catalog of artists and titles, allowing it to offer anincreasing amount of content to digital service providers
and social media and, second, the performance of its
catalog, tied to the success of the content it distributes,
which generated a high level of streams; these two factors
combined thus generated more payments for the Group.

Premium Solutions

The growth and performance of the Group’s catalog
depend on its ability to discover and attract new artists
and labels that can generate a high level of streams, andto retain its existing artists and labels by offering leading
technology solutions that fully address their needs andcompetitive remuneration structures. In particular, theidentification and signing of high-potential artists, top
artists, or tier-one labels enable the Group to strengthen
its brand image and visibility among artists and labels,
contributing to the growth of its catalog. The growth of theGroup's catalog in recent years has also been the result of
external growth transactions, which have enabled theGroup to obtain the catalogs of acquired labels (seeSection 5.1.2.4 “External growth transactions” below). To
discover and attract new artists and labels and grow its
catalog, the Group makes substantial investments,
including the regular recruitment of employees in order to

As part of its Premium Solutions offering, which
represented 93.7% of its revenue for the fiscal year ended
December 31, 2023, the Group offers artists and labels
digital distribution solutions which consist mainly of sales,
marketing and delivering their content to streaming andsocial media platforms (see Section 1.2.4.1 “Premium
Solutions: a customized offering managed by experts in music
and data analysis and supported by cutting-edge technology,
targeting the needs of all artists, from emerging to established
to top artists” of this Universal Registration Document),
using a revenue-sharing business model. In effect, in
return for the delivery of this content, the streaming andsocial media platforms pay amounts to the Group, whichis recognized as revenue in the Group’s consolidated
income statement. A portion of these amounts is thenpaid by the Group to the artists and labels concerned, andrecognized in cost of sales in the Group’s consolidated
income statement. Cost of sales also includes, for nonmaterial amounts, other items, such as changes ininventories (mainly physical media and derivative
products) related to the Group’s label business andmusical event production costs. The portion retained by
the Group after payments to artists and labels is referred
to as “profit” in this Universal Registration Document.

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As part of its Premium Solutions activity, the Group alsooffers physical distribution solutions to artists and labels,consisting mainly of sales, marketing and delivering audio
content on a physical medium to physical stores. In thiscase, revenue consists of the margin deducted by theGroup from sales, or, when the Group acts as a label, theselling price of physical media at stores, net of any
discounts. Physical sales are primarily made in Germany, acountry in which certain music genres in the Group’s
catalog of labels, such as metal at Nuclear Blast, continue
to be distributed largely in physical format.
Revenue from physical sales is included in revenue from
activities other than digital sales of audio and video
content. This revenue also includes the administration ofmusic publishing rights and, to a lesser extent, activities
including synchronization, related rights and the music
events organization. Revenue excluding digital sales
represented 9.9% and 7.7% of the Group's consolidated
revenue for the fiscal years ended December 31, 2023 and2022, respectively.

Automated Solutions
As part of its Automated Solutions activity, which
represented 6.3% of its revenue for the fiscal year ended
December 31, 2023, the Group enables artists, via its
digital platform TuneCore, to distribute their audio content
directly to streaming and social media platforms (seeSection 1.2.4.2 “Automated Solutions: a high value-added
technological solution targeting the needs of music creatorsand self-releasing artists” of this Universal Registration
Document). The Group then collects from digital and social
media platforms the payments due in return for making
content available. These amounts are then paid in full tothe artists for the content delivered to audio streaming
platforms, after the Group deducts a margin for content
made available on video streaming or social media
platforms and used to create user-generated content. The
Group also offers artists additional synchronization
solutions.
For content made available on streaming platforms, music
creators pay the Group an annual subscription to access
TuneCore, which is recognized as revenue in the Group’s
consolidated income statement. The amount of thissubscription varies depending on whether it is a single
track or an album. Revenue from these subscriptions
represented 52% of the revenue generated by AutomatedSolutions for the fiscal year ended December 31, 2023.
For content made available on video or social media
platforms and used to create user-generated content, theGroup deducts a margin (recorded in revenue) on the214

Universal registration document 2023 - Believesums it pays to the artists. This remuneration method
represented 32% of the revenue generated by AutomatedSolutions for the fiscal year ended December 31, 2023.
Finally, the additional solutions of music publishing or
tools to assist with marketing and promotion offered by
the Group as part of its Automated Solutions offering
generally require a separate subscription. The revenue
from these additional solutions represented around 16%of the revenue generated by Automated Solutions for the
fiscal year ended December 31, 2023.
Since the Group pays no amounts to artists in return for thesubscriptions received (the Group is simply charged withcollecting amounts owed to artists by the platform, which it
pays to them in full), it records a cost of sales that is
generally almost nil for the part of its Automated Solutions
segment remunerated essentially by subscription.
The difference in business model between the content
delivery solutions offered by the Group (one is based on ashared-value model, and the other on a fixed subscription
model) could therefore have an impact on the Group’s
profitability, depending on the change in the respective
weight of each solution in the Group’s activities.

5.1.2.4 External growth transactions
In recent years, the Group has, as part of its dynamic
external growth policy, made a significant number oftargeted acquisitions, which have contributed significantly
to the growth of its activities. The Group intends tocontinue its development in the future by making
potentially significant and targeted acquisitions, particularly
in strategic countries and new services, in order to expand
its geographical footprint and enhance its offering.
During the fiscal year ended December 31, 2023, theGroup made investments of €81.8 million. The maininvestments were as follows:●●●on March 29, 2023, the Group acquired 100% of the sharecapital of Sentric Music Group Ltd, an independent music
publishing platform, for €48.7 million (€35.9 million net ofcash acquired and excluding acquisition costs);
direct acquisitions of technological assets and catalogs
for a total amount of €25.0 million net of acquisition
costs;
advances related to Distribution contracts intended
specifically for the acquisition of assets, current accountadvances or loans granted to acquired companies
consolidated using the equity method, and othermiscellaneous costs, for a total amount of €8.1 million.

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During the fiscal year ended December 31, 2022, theGroup made investments of €17.3 million. The maininvestments were as follows:
●

●

●

●

on February 4, 2022, the Group exercised its call option
to acquire an additional 2% stake in the share capitalof 6&7, previously consolidated using the equity
method at 49%, for €0.6 million (€0.1 million net ofcash acquired);on November 16, 2022, the Group acquired a majority
stake of 53% in the share capital of Morning GloryMusic SAS, for €4.0 million (€3.9 million excluding
acquisition costs);
on December 19, 2022, the Group subscribed to thecapital increase of Structure PY SAS and now holds 24%of the Company’s share capital, for an amount of €3.1
million;and direct acquisitions of technology assets andcatalogs.

5.1.2.5 The Group’s cost structure
The Group’s variable costs are primarily the cost of sales,
most of which are amounts paid by the Group to artists
and labels and which vary depending on the value of thecontracts signed with the artists and labels and the type ofsales made and services rendered.
For digital sales, these amounts are generally calculatedon the basis of a fixed percentage negotiated with theartist or label and applied to the amounts paid to theGroup by the streaming and social media platforms inreturn for delivery of the content of the artist or label inquestion. This percentage varies according to the value ofthe contracts signed with the artists and labels. Indeed,
the revenue generated by a contract depends on theamount of the content catalog covered by the contract.
Thus, the payment rate for artists and labels applied tothe contracts generating the most revenue is generally
negotiated at a higher rate, because it is applied to abroader revenue base. As a result, the contracts signedwith the labels, to the extent that the catalog of released
content is generally larger than the catalog of content of asingle artist, in principle generate more revenue than thecontracts signed with a single artist (see Section 1.2.4 ofthis Universal Registration Document).
For physical sales, since the marketing costs are generally
higher, the payments to the artist or label are lower thanfor digital sales.
The Group also makes significant investments in its sales
and marketing development, in particular to continue thegrowth of its catalog (see Section 5.1.2.2 “The growth andperformance of the Group’s catalog and the growth insubscriptions to the Group’s Automated Solutions offering”
above). These costs are recognized under “Sales andmarketing expenses” in the Group’s consolidated income
statement and are the most significant for the Group,
representing 63.8% and 59.4% of the Group's total
operating expenses(1) during the fiscal years ended
December 31, 2023 and 2022. They are broken down into
personnel and associates (consulting fees, for example),
which are generally fixed, and Promotion, Marketing andDistribution costs, which are allocated to dedicated music
projects (according to the contracts signed with the artists
or labels) and are therefore variable by nature. Marketingand sales expenses incurred by the Central Platform
amounted to €15 million and €14 million for the fiscal
years ended December 31, 2023 and 2022. They mainly
cover the development of marketing tools and solutions
developed centrally and then used by the Group's local
teams, with the remainder allocated to the Premium
Solutions and Automated Solutions segments(2).
The Group’s activities also require substantial investmentsin the development of its technology platform to guarantee
the reliability and security of the content and to continually
improve and enhance its solutions offering, which mainly
involve essentially fixed costs, such as personnel costs,
consultant fees and infrastructure costs.
In addition, the day-to-day operational management of thisplatform mainly involves costs, which are also largely fixed,
such as maintenance and service provision costs as well as
personnel costs. All of these costs are recognized under“Technology and products” in the Group’s consolidated
income statement and represented 18.7% and 20.5% of theGroup’s total operating expenses for the fiscal years ended
December 31, 2023 and 2022, respectively. Technology andproduct expenses incurred by the Central Platform
amounted to €25 million and €23 million for the fiscal years
ended December 31, 2023 and 2022, respectively. The
remainder was allocated to the Premium Solutions andAutomated Solutions segments(2).
Internal and external personnel costs other than thoserelated to the research and development projects of thetechnological platform and to the Group’s sales andmarketing development are recognized under “General andadministrative expenses” in the Group’s consolidated income
statement and represented 18.1% and 18.3% of the Group’s
total operating expenses during the fiscal years ended
December 31, 2023 and 2022. They mainly include the costsof support services, such as Finance or Human Resources.
General and administrative expenses incurred by the Central
Platform amounted to €38 million and €36 million for the
fiscal years ended December 31, 2023 and 2022,
respectively. The remainder was allocated to the Premium
Solutions and Automated Solutions segments.

(1) Operating expenses include sales and marketing expenses, technology and product expenses and general and administrative expenses, and otheroperating income (expense).
(2) Costs used as included in adjusted EBITDA, i.e. operating costs before (i) depreciation, amortization and impairment, (ii) share-based payments (IFRS
2) including social security contributions and employer contributions, (iii) other operating income and expenses, and (iv) depreciation andamortization of identified assets at the acquisition date, net of deferred taxes, for the share of net income (loss) of equity-accounted
companies. Internal and external personnel costs exclude the portion of these costs capitalized as development costs in the statement of financial
position. Operating expenses include sales and marketing expenses, technology and product expenses and general and administrative expenses.

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The Group’s internal and external personnel costs are themost significant component of the Group’s cost structure(excluding sales costs), having accounted for 65% and 61%
of its operating expenses in the fiscal years ended
December 31, 2023 and 2022, respectively(1). In the fiscal
year ended December 31, 2023, 62% of the Group’s internaland external personnel costs were related to the Group’s
sales and marketing development, recorded under “Sales
and marketing expenses” in the Group’s income statement,
and 23% were related to the development of the Group’s
technological platform, recorded under “Technology andproduct expenses”. Internal and external personnel costs
other than those mentioned above, i.e. 15% of total internaland external personnel costs, were recognized under“General and administrative expenses”. During the fiscal
year ended December 31, 2023, the Group’s internal andexternal personnel costs were allocated 41% to the Central
Platform and 59% to the Premium Solutions andAutomated Solutions operating segments.
The Group recorded an increase in its personnel costs
during the fiscal year, linked to the increase in its
headcount, in order to support the strong growth of its
activities. A number of functions previously performed byexternal consultants have also been brought in-house.
Internal and external personnel costs(2) of the Group thusincreased from €149 million for the fiscal year ended
December 31, 2022, to €167 million (including €18.1
million in external personnel costs) for the fiscal year
ended December 31, 2023.

5.1.2.6 Change in foreign exchange
rates
The Group’s consolidated financial statements arepresented in euros. However, in each of the countries inwhich it operates, the Group generally incurs expenses
and sometimes makes sales in local currencies. As aresult, these transactions must be translated into euros
during the preparation of the financial statements. For theincome statement, this translation is made at the averagerate for each period in question. For the statement offinancial position, this translation is made using theforeign exchange rates applicable on the closing date.
The large majority of the Group’s sales and expenditures
made in currencies other than the euro are made in US
dollars. This primarily affects Automated Solutions, as
subscriptions to TuneCore are mainly paid in US dollars
for a large part and, to a lesser extent, Premium Solutions,for which the amounts paid by streaming and social
media platforms to the Group are made in US dollars.

Thus, even if the Group has relatively little exposure to therisk of transactions directly carried out in local currencies,
exchange rate fluctuations may have an impact on thevalue in euros of the Group’s revenue, expenses and its
results (see Section 3.1.4 “Financial risks”) . A sensitivity
analysis of the net exposure to foreign exchange risk inthe statement of financial position is presented in Chapter
6 Note 8.2 to the Group’s consolidated financial
statements for the fiscal years ended December 31, 2023
and 2022.
Fluctuations in exchange rates could also have an impact
on the amounts paid to the Group by digital service
providers. Platforms charge their users for subscriptions
in local currency and this amount is then converted into
the currency applicable to the contract between theGroup and the platform (mainly in euros or US dollars) at
the applicable exchange rate, revised regularly according
to the market rate, in accordance with the applicable
contractual provisions. Accordingly, any depreciation
against the currency of the contract with the platform of
the local currency in which the subscriptions are invoicedby the platform to its users, would have the effect of
reducing the revenue base in euros used to calculate theamounts to be paid to the Group, and would therefore
reduce those amounts and consequently the Group’s
revenue.

5.1.2.7 Taxation
Operating in many countries, the Group has to take into
account different tax regimes. Differences in tax rates andbases may therefore have an effect on the Group’s results.
The amount of taxes owed by the Group may also varysignificantly from one fiscal year to the next because of
the use of tax loss carryforwards or changes in the tax
regulations applicable in France or in the countries inwhich the Group operates, and thus have an impact on
the Group’s results (see Section 3.1.5 “Risks related toapplicable taxation regimes and their changes”).

5.1.2.8 Seasonality
The Group generally records higher revenue during thefinal quarter of the fiscal year because of the increase in
the activities of distribution platforms and social media,
depending on the advertising ahead of the end-of-year
celebrations. This leads to growth in their advertising
revenue, which increases the revenue base used to
calculate the royalties that must be paid to the Group.

(1) Costs retained as included in adjusted EBITDA, i.e. operating costs before (i) depreciation, amortization and impairment, (ii) share-based
payments (IFRS 2) including social security contributions and employer contributions, (iii) other operating income and expenses, and (iv)
depreciation and amortization of identified assets at the acquisition date, net of deferred taxes for the share of net income (loss) of equityaccounted companies. Internal and external personnel costs exclude the portion of these costs capitalized as development costs on thestatement of financial position. Operating expenses include sales and marketing expenses, technology and product expenses and general andadministrative expenses.
(2) Including the portion of personnel costs recognized as capitalized development costs and excluding share-based payment costs under IFRS 2.

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5.1.3 Main income statement items
The main income statement items, which the Group’s
management uses to analyze its consolidated results, aredescribed below.

Revenue
The Group’s revenue-generating activities are mainly digitalsales. The Group also carries out other activities mainly
including physical sales, administration of music publishingrights and, to a lesser extent, merchandising and brandpartnerships, synchronization, musical events organizationand neighboring rights.
Revenue is recognized when the performance obligation is
met for the amount the Group expects to receive.

Digital sales
In the context of Premium Solutions, digital sales
constitute a sale of intellectual property licenses over thecatalog of musical works to which the Group holds rights.
The catalog is understood to mean all the works to which
the Group has rights during the term of the contract withthe platform (including works whose rights will beacquired after the signature and excluding works to which
the Group would no longer have any rights).
This license therefore represents a right to accessintellectual property as it exists throughout the license
period (dynamic license). The Group enters into contracts
spanning several years with digital service providers which
pay in exchange for the use of its musical catalog.
Revenue therefore takes the form of remuneration basedon the use of the license by the platforms’ end customers.
Such remuneration in this case is based on the revenue
generated by the platform, both from advertising andfrom subscriptions. Revenue is recognized as and when
the catalog is used, based on reports compiled by thedigital platforms.
Some contracts with platforms may provide for thepayment of a minimum guarantee. This is non-refundable
but can generally be recouped, and is similar to anadvance received by the Group. Minimum guarantees arerecognized in the same way as the payments to which
they relate or are recognized prorata temporis over theterm of the contract if the related payments are notsufficient or if pertinent information is not available.
Minimum guarantees or advances not yet recognized inrevenue represent contract liabilities.
As part of its digital sales activities in its Premium Solutions
offering, the Group acts as Principal in its dealings with thedigital platform, as it obtains control of the works
comprising the catalog through the distribution licenses
granted to it. The Group effectively controls the catalog andhas the ability to direct its use. Its activity also involves
incorporating works into its catalog.

For Automated Solutions, digital sales constitute anintermediation service enabling the producer to distributeits catalog on the platforms of its choice. This service also
includes collecting and paying producers amounts
attributable to them during the term of their subscription.
In this arrangement, the Group acts as Agent and revenue
corresponds to subscriptions paid by artists or theGroup's profit when revenue is shared, as it does not
obtain control of the works delivered to the platform; theproducer has discretion in establishing the price andmaking other commercial decisions. Revenue isrecognized on a straight-line basis over the subscription
period, since the producer receives and consumes thebenefits as and when the services are provided and thenecessary inputs are consumed in a uniform manner overthe service period.

OthersIn the course of its business, and depending on thecontractual provisions agreed with artists or producers, inthe case of physical sales the Group may act as either
Agent or Principal.
When the Group acts as a label (i.e. it enters into a
recording contract with an artist, or an “artist contract”, ora license agreement under which it acts as a licensee for athird-party producer), it carries out the physical sales as a
Principal, since it obtains control of the physical media,
makes commercial decisions, and bears the inventory risk.
In this case, the Group’s customer is the physicaldistributor.
When the Group acts as distributor, its role is as an Agentas it does not obtain control of the physical recordings,
does not and make other commercial decisions, and does
not bear the inventory risk.
When the Group acts as Principal, physical sales constitutesales of intellectual property licenses for musical works.
This license represents a right to use the intellectual
property as it exists in the physical recording, i.e. at apoint in time (static license). In this case, revenue, net ofany discounts or rebates, is recognized when control ofthe physical media is transferred, which generally occurs
when it is delivered to physical stores or, in the event ofsales on consignment, when it is sold to the end customer.
In the case of sales on consignment, the physicaldistributor only obtains control of the physical recording
when the product is sold to its customer, and it does nothave an unconditional obligation to pay for the product aslong as the sale to its customer does not take place.
Estimates of returns are based on historical statistics andforecasts and are deducted from revenue.

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When the Group acts as Agent, sales correspond to anintermediary distribution service to the producer and,
where appropriate, add-on services such as the
manufacture of the different formats. In this case, theGroup’s customer is the producer and revenue consists
only of the fees it earns on distribution. The impact of
estimated returns is recognized as a deduction fromrevenue relating to distribution fees. Estimates of returns
are based on historical statistics and forecasts, i.e. using the
expected value method.
The Group also provides music publishing services,
according to two business models:●Premium Solutions;●

Automated Solutions.

For Premium solutions, the Group acts as Principal. Its
performance obligation consists of the commercial
operation of the entire catalog of the beneficiary (artist or
producer) over a fixed period. The catalog is understoodhere as all the musical compositions of the beneficiary.
The Group thus takes control of the artist or producer’s
entire catalog and performs, in addition to administrative
services, additional services related to the commercial
operation of this catalog. For Automated solutions, theGroup acts as an Agent. Its performance obligationconsists of the administration of copyrights through theregistration of works and the collection of royalties due inrespect of reproduction and performance rights, mainly
from collective management companies and on behalf ofrights holders. The Group’s services cover all or part of theartist or producer’s catalog. The publishing contract has
no fixed term; it may thus be terminated at any time
subject to compliance with a notice period. Only thecommission for this service is recognized in revenue.
The Group generates revenue on other, more incidental,
activities, namely:●●●

activities involving the sale of derivative products andbrand partnerships – corresponding to the sale ofderivative products in partnership with a brand –generate revenue which is recognized at the time ofentering into the license agreement, or when control of
the goods is transferred to the customer. The Group
acts as Principal in this arrangement as it obtains
control of the goods. It makes commercial decisions, is
responsible for sales to the end customer, and bears
the inventory risk;
synchronization services are where a license is granted
to an extract from a musical work as it exists at thetime the contract is signed, with no changes envisaged.
In this case, revenue is recognized when control of thelicense is transferred, i.e. when the customer obtains
the right to use the work;neighboring rights relate to incidental copyrights
granted to the performing artists, audiovisual
producers, and radio and television broadcastingorganizations. The Group may be responsible forcollecting payments relating to neighboring rights fromthe competent authorities, and then for paying themover to the artist/producer, less a management fee,
where applicable. The Group acts as Agent when it
collects such payments and only its fees are recognized
as revenue.

Cost of sales
Cost of sales includes costs directly or indirectly
attributable to products and services sold. Cost of sales
relates mainly to amounts paid to artists and labels,
production costs and changes in inventories (mainly
physical media), as well as expenses incurred to organize
musical events.
Payments to artists and labels are expensed when proceedsfrom the sales of musical recordings are recognized, lessany provision for returns.

Sales and marketing expenses
Sales and marketing expenses include all costs relating tointernal and external personnel involved in marketing andsales services, along with local operational and support
costs attributable to marketing and sales activities. They
also include depreciation and amortization charged
against the corresponding non-current assets (whichmainly comprise capitalized personnel expenses andconsultants fees).
The sales and marketing expenses incurred by the Central
Platform amounted to €15 million and €14 million
respectively for the fiscal years ended December 31, 2023
and 2022. The remainder was allocated to the Premium
Solutions and Automated Solutions segments (1).

Technology and product expenses
Technology and product expenses include all internal andexternal personnel costs involved in developing
technological platforms for services provided by theGroup, and to other IT projects developed internally, partof which are capitalized (see Chapter 6, Note 6.2 to theGroup's consolidated financial statements for the fiscal
year ended December 31, 2023). They also include
depreciation and amortization of the corresponding
property, plant and equipment and intangible assets,
respectively.
The technology and product expenses incurred by theCentral Platform represented €25 million and €23 million
respectively for the fiscal years ended December 31, 2023
and 2022. The remainder was allocated to the Premium
Solutions and Automated Solutions segments(1).

(1) Costs used as included in adjusted EBITDA, i.e. operating costs before (i) depreciation, amortization and impairment, (ii) share-based payments(IFRS 2) including social security contributions and employer contributions, (iii) other operating income and expenses, and (iv) depreciation
and amortization of identified assets at the acquisition date, net of deferred taxes, for the share of net income (loss) of equity-accounted
companies.

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General and administrative expenses

Income tax

General and administrative expenses include all costs
relating to internal and external personnel in operational
support and head office teams, along with overheads andmiscellaneous fees relating to these support functions.
General and administrative expenses also include
amortization charged against intangible assets (content
and platform delivery management tools, interfaces withartists and labels, data management and analysis systems,etc.) and property, plant and equipment, as well as costs
related to post-employment benefits and share-based
compensation plans.

Income tax represents the aggregate amount of current
and deferred taxes included in the calculation of net
income (loss) for the period. Income tax is recognized in theincome statement unless it relates to a businesscombination or to items recognized directly in equity or inother comprehensive income.

The general and administrative expenses incurred by theCentral Platform represented €38 million and €36 million
respectively for the fiscal years ended December 31, 2023
and 2022. The remainder was allocated to the Premium
Solutions and Automated Solutions segments.

Other operating income (expense)
In order to facilitate interpretation of the income
statement and Group performance, unusual items thatare material at the consolidated level are identified on theoperating income (expense) line entitled “Other operating
income (expense)”.
This item primarily includes:●

gains or losses on asset disposals;●

costs related to acquisitions;●other operating income (expense), in particular theGroup’s organizational and legal structuring expenses.

Operating income (loss)
Operating income (loss) represents the difference
between revenue and cost of sales, sales and marketing
expenses, general and administrative expenses,
technology and product expenses, other operating
income (expense) and the share of net income (loss) ofequity-accounted companies.

Net financial income (expense)
Net financial income (expense) represents the cost of net
debt, plus other financial income (expense), such as
foreign exchange gains and losses.

Current tax is the amount of income tax payable(recoverable) in respect of taxable income (tax loss) for agiven fiscal period, and must be recognized as a liability to
the extent that it has not yet been paid. If the amountalready paid in respect of current and prior periods
exceeds the amount due for those periods, the excess
shall be recognized as an asset.
Current tax liabilities (assets) for the current and priorperiods are measured at the amount expected to be paidto (recovered from) the tax authorities, using the tax rates(and tax laws) that have been enacted or substantively
enacted at the reporting date in each country in which theGroup operates.
As the Group considers the CVAE tax on value added in
France to meet the definition of income tax as set out in
IAS 12 – Income Taxes, CVAE tax is presented on the“Income tax” line in the consolidated income statement.
Deferred taxes result from temporary differences
between the carrying amounts of assets and liabilities andtheir tax basis.
Deferred tax assets and liabilities are assessed at the tax
rates expected to apply in the year in which the asset will
be realized or the liability settled and that have beenenacted or substantively enacted at the reporting date. In
the event of a change in tax rates, deferred taxes areadjusted to the new applicable rate and the adjustment ischarged to the income statement unless it relates to an
item recognized in equity or in other comprehensive
income, for example actuarial gains and losses.
Deferred taxes are reviewed at each reporting date toreflect any changes in tax laws and the prospects forrecovery of deductible temporary differences. Deferred
tax assets are recognized only if it is considered probablethat there will be deferred tax liabilities with the same
maturity or sufficient future taxable income against which
the temporary differences can be utilized in theforeseeable future.
Deferred tax assets and liabilities are not discounted.

The cost of net debt comprises interest expense on
borrowings, interest expense on rents, the amortization ofbond issue costs and the financial income from cash.

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5.1.4 Main performance indicators
The Group uses revenue, adjusted EBITDA and Free Cash Flow as its main performance indicators. These performanceindicators are monitored regularly by the Group to analyze and assess its businesses and their trends, measureperformance, prepare earnings forecasts and make strategic decisions.

(In € million)

Fiscal year ended
December 31, 2023

ChangeFiscal year ended
December 31, 2022

880.3

15.7%

760.8

Revenue
Adjusted EBITDA

50.3

44.8%

34.7

Free cash flow

(3.1)

(105.9%)52.0

Adjusted EBITDA is an alternative performance indicator within the meaning of AMF position no. 2015-12. Adjusted EBITDA
is not a standardized accounting aggregate that meets a single definition generally accepted by IFRS. It must not be regarded
as a substitute for operating income (loss), net income (loss) or cash flows from (used in) operating activities, which are IFRSdefined measures, or even as a measure of liquidity. Other issuers may calculate adjusted EBITDA differently from thedefinition used by the Group.

Adjusted EBITDA
Adjusted EBITDA is calculated based on operating income (loss) before (i) depreciation, amortization and impairment, (ii)share-based payments (IFRS 2) including social security contributions and employer contributions, (iii) other operating
income and expenses, and (iv) depreciation and amortization of identified assets at the acquisition date, net of deferredtaxes, for the share of net income (loss) of equity-accounted companies.
RECONCILIATION OF OPERATING INCOME (LOSS) TO ADJUSTED EBITDA(In € million)

Fiscal year ended
December 31, 2023

Fiscal year ended
December 31, 2022

Operating income (loss)(18.1)(22.3)

Restatement of depreciation, amortization and impairment expense

61.3

44.9

Restatement of share-based payments including social security
contributions and employer contributions

8.0

6.5

Restatement of other operating income (expense)

(1.7)

4.9

Restatement of depreciation and amortization of identified assets at theacquisition date, net of deferred taxes, for the share of net income (loss) ofequity-accounted companies

0.8

0.8

ADJUSTED EBITDA

50.3

34.7

A detailed discussion of the changes in adjusted EBITDA for the fiscal year ended December 31, 2023 is provided in Section
5.2.12 of this Universal Registration Document.

Free cash flow
Free cash flow corresponds to net cash flows from (used in) operating activities, after taking into account acquisitions anddisposals of intangible assets and property, plant and equipment, and restated for (i) acquisition costs, (ii) acquisition costs
on a group of assets that does not meet the definition of a business combination, and (iii) advances related to Distribution
contracts intended specifically for the acquisition of assets (acquisition of companies, catalogs, etc.).
This indicator, which reflects the Group’s capacity to generate cash from its operating activities, is taken into consideration
by Executive Management to define its investment strategy and financing policy.

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Free cash flow and net cash from (used in) operating activities can be reconciled as follows with the consolidated statementof cash flows:
Fiscal year ended
December 31, 2023

Fiscal year ended
December 31, 2022

Net cash from (used in) operating activities

12.7

73.7

Acquisitions of property, plant and equipment, and intangible assets(49.2)(25.5)

1.2-

Restatement of acquisition related costs

1.8

1.6

Restatement of acquisition costs of a group of assets

24.9

2.2

(In € million)

Disposals of property, plant and equipment and intangible assets

Restatement of advances related to Distribution contracts intended
specifically for the acquisition of assets (acquisition of companies,
catalogs, etc.)
FREE CASH FLOW

5.5

-

(3.1)

52.0

A detailed discussion of the change in free cash flow for the fiscal year ended December 31, 2023 is provided in Section
5.3.2.4 of this Universal Registration Document.

5.1.5 Selected financial information
The selected financial information presented below, relating to the fiscal years ended December 31, 2021, 2022 and 2023, istaken from the audited consolidated financial statements. This selected financial information should be read in conjunction
with the Group’s consolidated financial statements and management report for those fiscal years.
Fiscal year ended December 31(In € million)

2023

2022

2021

Revenue

880.3

760.8

577.2

Operating income (loss)(18.1)(22.3)(19.6)Net income (loss)(2.7)(25.0)(28.6)

Adjusted EBITDA

50.3

34.7

23.3

Net cash from (used in) operating activities

12.7

73.7

(7.7)

Free cash flow

(3.1)

52.0

(30.7)

1,107.0

1,004.8

912.8

Statement of financial position Total

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5.2

Analysis of the results for the fiscal year ended
December 31, 2023

The table below presents the Group’s consolidated income statement (in € million) for the fiscal years ended December 31,
2023 and 2022.
CONSOLIDATED INCOME STATEMENT(In € million)

Fiscal year ended
December 31, 2023

Fiscal year ended
December 31, 2022

880.3

760.8

Revenue
Cost of sales(596.1)(508.3)

Sales and marketing expenses(192.7)(164.1)

Technology and product expenses(56.5)(56.7)

General and administrative expenses(54.5)(50.4)

Other operating income (expense)

1.7

(4.9)

Share of net income (loss) of equity-accounted companies

(0.3)

1.2

Operating income (loss)(18.1)(22.3)

4.2

1.2

Cost of net debt
Other financial income (expense)

6.3

7.2

Income (loss) before tax(7.6)(13.9)

Income tax

4.9(11.1)Net income (loss)(2.7)(25.0)Net income from non-controlling interests

(2.8)

(4.8)

NET INCOME ATTRIBUTABLE TO THE GROUP(5.5)(29.8)

5.2.1 Revenue
The Group’s consolidated revenue increased by €119.5 million, or 15.7%, during the fiscal year ended December 31, 2023,
increasing from €760.8 million for the fiscal year ended December 31, 2022 to €880.3 million for the fiscal year ended
December 31, 2023.
The table below shows the reconciliation of consolidated revenue to organic revenue at constant exchange rates, as well as thegrowth rates for the fiscal years ended December 31, 2023 and December 31, 2022:(In € million)

222

Fiscal year ended
December 31, 2023

Change 2022-2023
In € million

In %Fiscal year ended
December 31, 2022

15.7%

760.8

Consolidated revenue

880.3

119.5

Change of perimeter(19.6)(19.6)--

Foreign exchange effect

10.9

10.9

-

-

IAS 29 Hyperinflation

(1.3)

(1.3)

-

-

ORGANIC REVENUEAT CONSTANT EXCHANGE RATES

870.3

109.5

14.4%

760.8

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Analysis of the results for the fiscal year ended December 31, 2023

The breakdown between revenue generated by digital sales and by other activities (consisting primarily of physical sales, theadministration of musical publishing rights and, to a lesser extent, merchandising, the music events organization,neighboring rights, synchronization and brand partnerships) is as follows:(In € million)

Fiscal year ended
December 31, 2023

Digital sales

793.1

Change 2022-2023
In € million

In %Fiscal year ended
December 31, 2022

91.1

13.0%

701.9

Others

87.2

28.4

48.2%

58.9

CONSOLIDATED REVENUE

880.3

119.5

15.7%

760.8

The change in consolidated revenue during the fiscal year
ended December 31, 2023 is mainly due to:
●

●

●

●

Fiscal year ended December 31, 2023:●

organic growth at constant exchange rates(1) of 14.4%,
i.e. €109.5 million;
the positive impact mainly related to the acquisition of
Sentric in early 2023 for €19.6 million;●

the positive impact related to the treatment ofhyperinflation in Turkey for €1.3 million; andpartially offset by the unfavorable foreign exchange
impact of €10.9 million.

The Group reported 13.0% growth in digital revenue
compared to the year ended December 31, 2022,
reflecting resilient growth in paid subscription streaming,with further market share gains more than offsetting a
slowdown in ad-funded streaming growth (recovery in the
fourth quarter).

●

The Group recorded revenue growth from non-digitalsales of 48.2% during the fiscal year ended December 31,
2023, mainly related to the integration of Sentric’s music
publishing activities and the sustained growth of live
activities in France and of branding in Turkey.

France accounted for 16.8% of the Group’s revenue:
the development of organic and external revenue
enabled Believe to position itself as the leading market
player for French artists in France in 2023;
Germany accounted for 12.6% of the Group's revenue,
which was impacted by the ongoing reorganization ofactivities to optimize digital distribution and reduce
exposure to physical distribution Believe ranked 48
albums in the Top 100 and was number one threetimes during the year;
the Americas, Asia/Oceania/Pacific and Rest of Europe
regions accounted for 14.6%, 26.0% and 30.1% of theGroup's revenue. Revenue growth in the Americas wasstrong throughout the year, notably in Brazil and
Mexico, demonstrating the Group’s success in Latin
America as well as in the United States, where
TuneCore's business is predominant. The Group
continued its strategy of building a leader in Asia, andits previous investments made it possible to gain newmarket share in the region. Business was particularly
strong in Greater China and Japan. Revenue growth in
the Rest of Europe was driven by the integration of
Sentric. Believe remained on a strong growth trajectoryin Southern and Eastern Europe. Business remained
particularly strong in Turkey, notably in branded
activities.

CHANGE IN REVENUE BY OPERATING SEGMENT(In € million)

Fiscal year ended
December 31, 2023

Change 2022-2023
In € million

In %Fiscal year ended
December 31, 2022

Premium Solutions

825.1

112.5

15.8%

712.6

Automated Solutions

55.2

7.0

14.6%

48.2

CONSOLIDATED REVENUE

880.3

119.5

15.7%

760.8

(1) Organic growth at constant exchange rates corresponds to revenue growth on a like-for-like basis, at exchange rates comparable to year N-1,
i.e. adjusted for the impact of exchange rate fluctuations and the application of IAS 29 “Hyperinflation”.

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Premium Solutions

Automated Solutions

Revenue generated by the Premium Solutions segment
increased by €112.5 million during the fiscal year ended
December 31, 2023, i.e. 15.8%, from €712.6 million for the
fiscal year ended December 31, 2022 to €825.1 million for
the fiscal year ended December 31, 2023. Adjusted for thenegative effect of the exchange rate on digitalmonetization (appreciation of the euro against the dollar),organic growth was over +20%.

Revenue generated by the Automated Solutions segment
increased by €7.0 million during the fiscal year ended
December 31, 2023, i.e. 14.6% (or 14.7% at constantexchange rates, as TuneCore revenue is partially recorded
in US dollars), from €48.2 million for the fiscal year ended
December 31, 2022 to €55.2 million for the fiscal year
ended December 31, 2023.

This strong organic performance was driven by market
trends that remained favorable throughout the year andBelieve’s investment in local teams whilst expanding its
service offering in several key markets.

This increase was mainly due to the integration of Sentric’s
music publishing activities and the new TuneCore
Accelerator marketing program launched at the end of2023.

5.2.2 Cost of sales
The Group’s cost of sales increased by €87.8 million, i.e.
17.3%, during the fiscal year ended December 31, 2023,
from €508.3 million for the fiscal year ended December
31, 2022 to €596.1 million for the fiscal year ended
December 31, 2023.

The change in cost of sales during the fiscal year ended
December 31, 2023 is mainly due to the increase in the
total amounts paid by the Group to artists and labels, inline with the growth in revenue relating to the content of
the Group’s catalog for the reasons described in Section
5.2.1 “Revenue” above.

5.2.3 Sales and marketing expenses
The Group’s sales and marketing expenses increased by€28.6 million, i.e. 17.4%, during the fiscal year ended
December 31, 2023, from €164.1 million for the fiscal year
ended December 31, 2022 to €192.7 million for the fiscal
year ended December 31, 2023.

the continuous investments made by the Group in local
teams and in the development of new services in key
geographical areas. Each year, a significant portion ofrevenue is reinvested at the segment level to strengthen
the teams and prepare for the growth of its activities.

The change in sales and marketing expenses during the
fiscal year ended December 31, 2023 was mainly due to

5.2.4 Technology and product expenses

224

The Group’s technology and product expenses declined by€0.1 million, i.e. (0.2)%, during the fiscal year ended
December 31, 2023, from €56.7 million for the fiscal year
ended December 31, 2022 to €56.5 million for the fiscal
year ended December 31, 2023.

postponement of various secondary projects. As a result,capitalized costs decreased over the year compared to2022. The main investments made relate notably to data
analysis, digital marketing and tools supported by AI for
audience discovery and development.

The changes in technology and product expenses during
the fiscal year ended December 31, 2023 reflect theGroup's strategy of optimizing investments. Efficiency
plans were carried out during the year and led to the

Excluding capitalized costs, technology and productexpenses included in EBITDA also fell by 1%.

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Review of the financial position and results
Analysis of the results for the fiscal year ended December 31, 2023

5.2.5 General and administrative expenses
The Group’s general and administrative expenses
increased by €4.1 million, i.e. 8.1%, during the fiscal year
ended December 31, 2023, from €50.4 million for the
fiscal year ended December 31, 2022 to €54.5 million for
the fiscal year ended December 31, 2023.
The increase in general and administrative expenses
during the fiscal year ended December 31, 2023 wasmainly due to the continuous investments made by theGroup in local teams and in the development of newservices in key geographical areas.
The Group adapts its pace of investment to the growth ofeach of its markets, while improving operational efficiency
within the Group. Work efficiency initiatives werelaunched and have had positive results, notably at thelevel of the central platform.

5.2.6 Other operating income (expense)
The Group's other operating income (expense) increasedby €6.6 million during the fiscal year ended December 31,
2023, from a net expense of €4.9 million for the fiscal year
ended December 31, 2022 to a net income of €1.7 million
for the fiscal year ended December 31, 2023.
Other operating income and expenses for the fiscal year
ended December 31, 2023 include income related to the
update of the estimate of the put and call options and theforward contract entered into as part of our acquisitions(according to the latest available assumptions), as well as
an income related to the renegotiation of the lease of thepremises of Believe’s head office in France.
Other operating income (expense) for the fiscal year
ended December 31, 2022 mainly includes expenses
related to the reorganization undertaken in certain
countries for €2.4 million.

5.2.7 Operating income (loss)
The Group’s operating income (loss) increased by €4.2
million, i.e. 18.8%, during the fiscal year ended December
31, 2023, from €(22.3) million for the fiscal year ended
December 31, 2022 to €(18.1) million for the fiscal year
ended December 31, 2023.

The increase in the Group’s operating income (loss)
during the fiscal year ended December 31, 2023 is
attributable to the 15.7% increase in the Group’s revenue(see Section 5.2.1 “Revenue” above), partly offset by the
14.5% increase in operating expenses and cost of sales(see Sections above).

5.2.8 Net financial income (expense)
The Group’s net financial income (expense) was income of €10.5 million for the fiscal year ended December 31, 2023,
compared to income of €8.4 million for the fiscal year ended December 31, 2022.
December 31, 2023

December 31, 2022

Cost of net debt

4.2

1.2

Other financial income (expense)

6.3

7.2

TOTAL NET FINANCIAL INCOME (EXPENSE)

10.5

8.4

(In € million)

The change in net financial income (expense) during the fiscal year ended December 31, 2023 is mainly due to the change infinancial income (expense) in the amount of €3.0 million and the change in foreign exchange gains and losses for €(1.5) million.

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5.2.9 Income (loss) before tax
The Group’s income before tax improved by €6.3 million
during the fiscal year ended December 31, 2023, from aloss before tax of €13.9 million for the fiscal year ended
December 31, 2022 to a loss before tax of €7.5 million for
the fiscal year ended December 31, 2023.

The change in income before tax for the fiscal year ended
December 31, 2023 was mainly driven by changes inoperating income (expense) and net financial income(expense) described in Sections 5.2.7 and 5.2.8 above.

5.2.10 Income tax
The Group’s income tax decreased by €16.0 million for the
fiscal year ended December 31, 2023, from €11.1 million
for the fiscal year ended December 31, 2022 to €(4.9)
million for the fiscal year ended December 31, 2023.
For the fiscal year ended December 31, 2023, income tax
income was mainly due to deferred tax income, partly

resulting from the recognition of prior losses, exceedingtax expense on taxable profits.
For the fiscal year ended December 31, 2022, the income
tax expense is mainly due to current tax on the taxable
profits of the Group’s beneficiary entities, withholding
taxes on internal dividends received, and deferred tax
expenses on temporary differences.

5.2.11 Net income (loss)
As a result of the changes described in the above Sections,
the Group’s net income (loss) rose by €22.3 million during
the fiscal year ended December 31, 2023, from a net lossof €25.0 million for the fiscal year ended December 31,
2022 to a net loss of €2.7 million for the fiscal year ended
December 31, 2023.

5.2.12 Adjusted EBITDA
The Group’s adjusted EBITDA increased by €15.5 million
during the fiscal year ended December 31, 2023, from €34.7
million for the fiscal year ended December 31, 2022 to €50.3
million, i.e. 5.7% of revenue, for the fiscal year ended
December 31, 2023.
The change in the Group’s adjusted EBITDA during the
fiscal year ended December 31, 2023 was mainly due to (i)the strong level of profitability of Automated Solutions,boosted by the integration of the Sentric activities, (ii) thegrowth recorded by Premium Solutions, as well as (iii) themoderate growth in investments made in the Central
Platform.

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The increase in the Group’s adjusted EBITDA for the fiscal
year ended December 31, 2023 is explained by (i) thestrong growth in revenue of 15.7%, which rose from€760.8 million for the fiscal year ended December 31,
2022 to €880.3 million for the fiscal year ended December
31, 2023, and (ii) a 14.3% increase in costs, including thefull-year effect of substantial investments, which rosefrom €726.1 million for the fiscal year ended December
31, 2022 to €830.1 million for the fiscal year ended
December 31, 2023.

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Review of the financial position and results
Analysis of the results for the fiscal year ended December 31, 2023

CHANGE IN ADJUSTED EBITDA BY OPERATING SEGMENT(In € million)

Fiscal year ended
December 31, 2023

Premium Solutions

118.3

Change 2022-2023
In € million

In %Fiscal year ended
December 31, 2022

17.0

16.8%

101.3

Automated Solutions

10.1

3.5

53.0%

6.6

Central Platform (1)(78.1)

(5.0)

6.8%

(73.2)

ADJUSTED EBITDA

50.3

15.5

44.8%

34.7

(1) The Central Platform is not an operating segment under IFRS 8, but is monitored by the Group for its internal reporting needs and covers the costs of thefollowing centralized operating functions that have not been allocated to the Premium Solutions or Automated Solutions operating segments: the IT, productand operations teams, who develop and operate the technology related to the platform for distribution to digital service providers and data analysis; themarketing teams, who develop and use the tools to promote artists; the teams who develop and structure the sales offers; and various support functions,such as the finance and human resources teams.

Premium Solutions

Central Platform

The adjusted EBITDA generated by the Premium Solutions
segment was up €17.0 million, i.e. 16.8%, for the fiscal
year ended December 31, 2023, from €101.3 million for
the fiscal year ended December 31, 2022 to €118.3 million
for the fiscal year ended December 31, 2023.

The Central Platform costs included in the Group’s
consolidated adjusted EBITDA increased by 6.8% during
the fiscal year ended December 31, 2023, from €73.2
million for the fiscal year ended December 31, 2022 to€78.1 million for the fiscal year ended December 31, 2023.

The change in adjusted EBITDA of the Premium Solutions
segment during the fiscal year ended December 31, 2023
is mainly due to the revenue growth of this activity (seeSection 5.2.1 “Revenue” above), partially offset by theincrease in sales and marketing expenses related to theinvestments made in its local organizations to improve
positions in key markets where the digitization of musicalgenres is accelerating.

After a phase of significant investments in the Central
Platform, notably from 2018 to 2020, to serve moreregions with a very high quality of service and to meet thedemands of streaming platforms, investments continued
to a lesser extent. The Group adapts its pace ofinvestment to the growth of each of its markets, while
improving operational efficiency within the Group. As aresult, costs related to the Central Platform decreased as apercentage of revenue.

Automated Solutions
The adjusted EBITDA generated by the AutomatedSolutions segment was up €3.5 million, i.e. 53.0%, for the
fiscal year ended December 31, 2023, from €6.6 million for
the fiscal year ended December 31, 2022 to €10.1 million
for the fiscal year ended December 31, 2023.

The Central Platform’s adjusted EBITDA as a percentage ofrevenue amounted to 8.9% at December 31, 2023
compared to 9.6% for the fiscal year ended December 31,
2022. Excluding the capitalization effect, Central Platform
costs represented 10.4% of revenue, compared to 11.7%
for the fiscal year ended December 31, 2022.

The change in adjusted EBITDA of the AutomatedSolutions segment during the fiscal year ended December
31, 2023 is explained by the integration of Sentric's music
publishing activities, and by a solid level of profitability
due to the increase in subscription revenue and thedeceleration in capital expenditure.

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5.3

Cash, financial debt and equity

5.3.1 Overview
The main financing needs of the Group include its working
capital requirements, capital expenditure (especially in thecontext of its development and external growth strategy),loan repayments and interest payments. The Group's
main sources of liquidity are the following:●●

net cash from (used in) operating activities, whichamounted to €12.7 million for the fiscal year ended
December 31, 2023 and €73.7 million for the fiscal year
ended December 31, 2022 (see Section 5.3.2.2 “Net
cash from (used in) operating activities” of this Universal
Registration Document);
the capital increases carried out in 2023, for a total
amount of €1.6 million (share premium included);●

five term loans from Bpifrance for a total of €10 million,
maturing between 2022 and 2026, for which theprincipal remaining due at December 31, 2023 was€2.0 million (see Section 5.3.3.2 “Loans from Bpifrance”
of this Universal Registration Document).

In addition, the Group has a €170 million credit line
undrawn at December 31 (see Section 5.3.3.1 “Revolving
Credit Agreement” of this Universal Registration Document).
Based on the updated cash flow forecasts, the Groupconsiders that it will be able to meet its liquidity needs during
the twelve-month period following the date of this Universal
Registration Document, as well as to make interest paymentson its debt during that period.

5.3.2 Cash position and cash flows
5.3.2.1 Description and analysis of the main categories of utilizationof the Group’s cash
Advances to artists and labels
Advances paid by the Group to artists and labels (See
Chapter 1, Section 1.2.3 "A development platform for local
artists and labels offering contracts in line with or exceeding
market practices") have a negative impact on its working
capital requirement and lead to an immediate use of cashby the Group.
The amount of advances paid by the Group to artists andlabels increased over recent years because of the growthin its revenue, but also because of the launch of dedicatedsales offers (Artist Solutions and Artist Services), the start-up
of which resulted in the payment of advances to artists tofinance the development of singles or albums (see also
Sections 5.3.2.5 “Working capital requirement”, 3.1.2 "Risks
related to relationships with artists and labels” and 3.1.4“Liquidity risks” of this Universal Registration Document).
Over the first half of 2023, the Group had numerous
commercial opportunities to renew several contracts formuch longer terms and under more attractive financial
conditions with several leading labels and establishedartists. These much longer terms have an impact on thelevel of annual reconciliation of advances, which
automatically decreased over 2023 due to these much
longer terms, to stand at 40%, compared to 51% over the
fiscal year ended December 31, 2022.

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The net amount of unrecovered advances to artists was€258.6 million and €178.5 million for the fiscal years
ended December 31, 2023 and 2022, respectively.

Investment expenditure
The Group’s investment expenditure can be divided into
the following categories:●●

investments in the development of its technologicalplatform, mainly represented by the capitalized costs ofthe development of intangible assets;
the acquisitions of companies or businesses as part ofits external growth policy.

Development costs capitalized as intangible assets for the
fiscal years ended December 31, 2023 and December 31,
2022 amounted to €17.9 million and €19.8 million,
respectively. For more information on the Group’s
historical, ongoing and future investments, see Chapter 1
Section 1.1 “Company history” of this Universal Registration
Document (see also Chapter 6 Note 6.2 to the Group’s
consolidated financial statements for the fiscal years
ended December 31, 2023 and 2022 for information on
the capitalization of development costs).

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Review of the financial position and results
Cash, financial debt and equity

Cash outflows related to the acquisition of subsidiaries,
net of cash acquired, for the fiscal years ended December
31, 2023 and 2022, amounted to €36.6 million and€8.7 million, respectively. For more information on theacquisitions of companies or activities carried out by theGroup over the last three fiscal years, see Section 5.1.2.4“External growth transactions” of this Universal Registration
Document.

Payment of interest and repayment of debt

net financial interest in the amount of €5.7 million and €2.0
million for the fiscal years ended December 31, 2023 and2022, respectively.
In addition, it paid €1.7 million and €1.5 million in loan
repayments during the fiscal years ended December 31,
2023 and 2022, respectively.
Lease payments represented €10.6 million and €6.8 million
for the fiscal years ended December 31, 2023 and 2022,
respectively.

The Group allocates a portion of its cash flows to theservicing and repayment of its debt. The Group received

5.3.2.2 Group consolidated cash flows
The table below summarizes the Group’s cash flows:
Fiscal year ended December 31(In € million)

2023

2022

Net cash from (used in) operating activities

12.7

73.7

Net cash from (used in) investing activities(86.9)(38.3)Net cash from (used in) financing activities

(5.0)

(2.6)

Net increase (decrease) in cash and cash equivalents
before the impact of changes in foreign exchange rates(79.2)

32.8(a) Net cash from (used in) operating activities
The following table shows the net cash items from (used in) operating activities:
Fiscal year ended December 31(In € million)

2023

2022

Net income (loss)(2.7)(25.0)

Depreciation, amortization and impairment of non-current assets

61.3

44.9

Share-based payment

8.0

6.5

Cost of net debt

(4.2)

(1.2)

Income tax

(4.9)

11.1

Net charges to provisions and employee benefits

0.2

(0.6)

Share of net income (loss) of equity-accounted companies(incl. dividends received)

1.1

(0.4)

Elimination of net gains or losses on disposals of assets

(1.0)

-

Other items with no cash impact(15.8)(7.2)

Income tax collected/paid

(5.6)

(7.8)

Change in operating working capital(23.7)

53.4

NET CASH FROM (USED IN) OPERATING ACTIVITIES

12.7

73.7

Net cash from (used in) the Group’s operating activities
amounted to €12.7 million for the fiscal year ended
December 31, 2023 and €73.7 million for the fiscal year
ended December 31, 2022.
The €(60.9) million change in net cash from (used in) theGroup's operating activities during the fiscal year ended
December 31, 2023 is due to the following offsetting
effects: (i) the €(77.1) million decrease in the Group’s
working capital requirement (see Section 5.3.2.5 “Working

capital requirement” of this Universal Registration
Document), (ii) the €(13.7) million decrease in the tax
expense, net of tax paid, and (iii) the €(8.6) million
decrease in other items with no cash impact, (iv) the€22.3 million increase in Group net income (loss) (seeSection 5.2.11 "Net income (loss)" of this Universal
Registration Document), and (v) the €16.4 million increasein depreciation, amortization and impairment of noncurrent assets.

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Cash, financial debt and equity(b) Net cash from (used in) investing activities
The following table shows the net cash items from (used in) investing activities:
Fiscal year ended December 31(In € million)

2023

2022

Acquisitions of property, plant and equipment, and intangible assets(49.2)(25.5)

1.2-

Acquisitions of subsidiaries, net of cash acquired

Disposals of property, plant and equipment and intangible assets(36.6)(8.7)

Decrease (increase) in loans

(1.7)

(3.2)

Decrease (increase) in non-current financial assets

(0.6)

(0.9)

NET CASH FROM (USED IN) INVESTING ACTIVITIES(86.9)(38.3)Net cash from (used in) the Group’s investing activities
amounted to €(86.9) million for the fiscal year ended
December 31, 2023 and €(38.3) million for the fiscal year
ended December 31, 2022.
Cash flows from (used in) investing activities decreased by€48.6 million during the fiscal year ended December 31,
2023 mainly due to the €27.9 million increase in cash
outflows related to acquisitions of subsidiaries and €23.8
million in cash outflows related to acquisitions ofproperty, plant and equipment and intangible assets.

In 2023, cash outflows related to the acquisition ofsubsidiaries, net of cash acquired, totaling €36.6 million
correspond mainly to the acquisition of 100% of SentricMusic Group for €35.9 million (see Chapter 6 Note 2.2 "Scope of consolidation and Significant events of the 2023
fiscal year").
In 2022, cash outflows related to the acquisition ofsubsidiaries, net of cash acquired, totaling €8.7 million
corresponded in particular to (i) the acquisition of anadditional 2% stake in 6&7, (ii) the acquisition of 53% ofMorning Glory Music for €3.9 million, and (iii) the
acquisition of 24% of Structure PY for €3.1 million (seeChapter 6, Note 2.2 - "Scope of consolidation").

5.3.2.3 Net cash from (used in) financing activities
The following table shows the net cash items from (used in) financing activities:
Fiscal year ended December 31
2023(In € million)

Decrease in borrowings

(1.7)

(1.5)

Repayment of lease liabilities(10.6)(6.8)

Interest paid

5.7

2.0

Capital increase (decrease) by owners

1.6

3.7

Disposal (acquisition) of treasury shares

-

-

(5.0)

(2.6)

NET CASH FROM (USED IN) FINANCING
ACTIVITIESThe Group’s net cash flows from (used in) financing
activities amounted to €(5.0) million for the fiscal year
ended December 31, 2023 and €(2.6) million for the fiscal
year ended December 31, 2022.
The Group’s net cash flows from (used in) financing
activities decreased by €2.4 million compared to the fiscal
year ended December 31, 2022, mainly due to theincrease in repayments of lease liabilities.

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Capital increases
In 2023 and 2022, the Group increased its share capital by€1.6 million and €1.4 million, respectively (including sharepremium) by issuing shares to the Group’s employees
through the exercise of BSAs and BSPCEs.
In 2022, the Group also carried out a capital increase
reserved for employees of €2.3 million (including sharepremium) as part of the employee shareholding plan:b.shares 2022 (see Chapter 6 Note 5.4 - "Share-based
payments").

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Review of the financial position and results
Cash, financial debt and equity

5.3.2.4 Free cash flow
Free cash flow corresponds to net cash flows from (usedin) operating activities, after taking into accountacquisitions and disposals of intangible assets andproperty, plant and equipment, and restated for (i)acquisition costs, (ii) acquisition costs on a group of assetsthat does not meet the definition of a businesscombination, and (iii) advances related to Distribution
contracts intended specifically for the acquisition of assets(acquisition of companies, catalogs, etc.).

Free cash flow is an alternative performance indicatorwithin the meaning of AMF position No. 2015-12. Free
cash flow is not a standardized accounting aggregate with asingle definition generally accepted by IFRS. It must not be
regarded as a substitute for operating income (loss), net
income (loss) or cash flows from (used in) operating
activities, which are IFRS-defined measures, or even as ameasure of liquidity. Other issuers may calculate free cash
flow differently from the definition used by the Group.

This indicator, which reflects the Group’s capacity togenerate cash from its operating activities, is taken into
consideration by Executive Management to define its
investment strategy and financing policy.
Free cash flow and net cash from (used in) operating activities can be reconciled as follows with the consolidated statementof cash flows:
Fiscal year ended December 31(In € million)

2023

2022

Net cash from (used in) operating activities

12.7

73.7

Acquisitions of property, plant and equipment, and intangible assets(49.2)(25.5)

1.2-

Disposals of property, plant and equipment and intangible assets
Restatement of acquisition related costs

1.8

1.6

Restatement of acquisition costs of a group of assets

24.9

2.2

Restatement of advances related to Distribution contracts intended
specifically for the acquisition of assets (acquisition of companies,
catalogs, etc.)
FREE CASH FLOWThe Group’s free cash flow amounted to €(3.1) million and€52.0 million, respectively, for the fiscal years ended
December 31, 2023 and 2022.

5.5

-

(3.1)

52.0

The change in free cash flow during the fiscal year ended
December 31, 2023 is mainly due to the decrease in net
cash from (used in) operating activities, which totaled€61.0 million (see also Section 5.3.2.2 “Net cash from (usedin) operating activities” of this Universal Registration
Document.

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5.3.2.5 Working capital requirement
The table below shows the change in working capital requirements on the Group’s statement of financial position:
Fiscal year ended December 31(In € million)

Inventories

2023

2022

4.1

5.6

Trade receivables

200.2

158.5

Advances to artists and labels – current and non-current portion

258.6

178.5

Other current assets

38.3

32.1

Current financial assets

1.4

0.9

Current tax assets

4.1

6.3

Trade payables and contract liabilities(611.8)(509.3)

Other current liabilities(1)(42.2)(32.7)

Current tax liabilities
WORKING CAPITAL REQUIREMENT

(4.4)

(2.0)

(151.7)(162.1)(1) Other current liabilities include current provisions.

The working capital requirement corresponds primarily tothe value of inventories plus trade receivables, advances
to artists and labels and other current assets, minus trade
payables, contract liabilities and other current liabilities.
Trade receivables mainly represent the amounts due by
the streaming and social media platforms to the Group, as
well as the invoices to be issued in the context of
estimating revenue at closing.
Advances to artists and labels represent unrecoveredamounts of advances paid by the Group to selected artists
and labels(1).
Other current assets are mainly tax and social security
receivables that the Group holds against the tax
administrations at the end of the period, including VAT
receivables.
Trade payables and contract liabilities correspond mainly
to:
●

●

●

the amount of repayments owed by the Group to artists
and labels;
advances and minimum guarantees received fromdigital platforms;
deferred income related to subscriptions paid in full atthe beginning of the contract by the artists and spreadover several fiscal years, within the context ofAutomated Solutions.

Contract liabilities amounted to €53.4 million and €51.0
million for the fiscal years ended December 31, 2023 and2022, respectively.
Other current liabilities include tax and social security
liabilities and other debts.
Given the Group’s activities, the change in its working
capital requirement depends, first, on the net amount of
the unrecouped advances granted to artists and labels
under contracts signed with them, and second, on the
difference that exists between the moment the Group
receives the amounts paid by the digital service providers
and the moment when the corresponding amounts (foramounts less than the payments collected from streaming
and social media platforms in the case of remuneration
paid in the Premium Solutions business) are then paid tothe artists and labels.
The change in these two items contributes (positively or
negatively) to the generation of the Group’s cash flows.
Compared to 2022, the working capital requirement for the
fiscal year ended December 31, 2023 increased by €10.4
million. This change was notably due to the growth in theGroup's activities, leading to an €80.1 million increase inadvances to artists and labels, and a €41.7 million rise intrade receivables, offset by a €102.5 million increase intrade payables and contract liabilities.

(1) Under certain contracts with artists and labels, the Group makes advance payments to them. The advances are recognized as assets when they
are paid and are booked as expenses as the associated rights fall due. They are reviewed at the end of each period to assess whether they are
recoupable and are impaired where appropriate. Impairment, if any, is calculated on the basis of an estimate of the amount to be recouped
until the end of the contract and is recorded as cost of sales. Advances maintained as assets are broken down into a current portion (which theGroup expects to recover within 12 months of the reporting date) and a non-current portion. See Chapter 1, Section 1.2.3 "A development
platform for local artists and labels offering contracts in line with or exceeding market practices" of this Universal Registration Document for a
description of the advance mechanism. .

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Review of the financial position and results
Cash, financial debt and equity

5.3.3 Financial debt and liquidity position
5.3.3.1 Revolving Credit Agreement
The Group entered into a Revolving Credit Agreement on
May 6, 2021 (the “Revolving Credit Agreement”) with a
syndicate of international banks (the “Lenders”), for a termof five years from the settlement-delivery date of theCompany’s IPO. The Revolving Credit Agreement isgoverned by French law. The drawdown of the amounts
made available to the Group by the Lenders under the
Revolving Credit Agreement is subject to certain conditions.

(a) Credit line
The Revolving Credit Agreement provides for a €170
million revolving credit line, with each drawn amountbeing repayable at the end of the applicable interest
period. Issue costs of €1.3 million were recognized in the
consolidated statement of financial position under“Current borrowing and debt” and “Non-current
borrowing and debt”.

Total net debt is defined in the Revolving Credit
Agreement as the Group’s consolidated debt, excluding
intragroup debt and obligations related to interest rateand currency hedging instruments and after deducting
cash and cash equivalents. The definition of pro forma
consolidated EBITDA provided in the Revolving Credit
Agreement is based on “Operating income (loss)” asdefined in the consolidated financial statement, adjusted
mainly by depreciation, amortization and impairment of
the Group’s assets, “Other operating income (expense)”,and shared-based payments.

(c) Commitments and restrictive covenants
The Revolving Credit Agreement contains certain
affirmative and negative covenants, including not to:●create security interests;●

dispose of assets;

At December 31, 2023, this credit line was undrawn.

●(b) Interest and fees●

The loans under the Revolving Credit Agreement will bearinterest at a variable rate indexed to EURIBOR, plus theapplicable margin in each case. The applicable margin is
initially set at 0.80% per annum, with an upward or
downward ratchet mechanism. The following fees will also
be payable: (i) a commitment fee due in respect of each
Lender’s available credit commitment under the revolving
credit line at a rate of 35% of the applicable margin and (ii)a utilization fee due in respect of drawings under the
revolving credit line above a certain threshold at a rate of
between 0.10% per annum and 0.15% per annum andvarying according to the proportion of the revolving credit
line drawn.
The table below sets out the spread of the margins foreach of the credit facilities based on the Group’s total net
debt to pro forma consolidated EBITDA ratio, as defined in
the Revolving Credit Agreement. The margins will be
reviewed twice a year by testing the ratio at six-monthintervals. The ratio will first be tested exactly six (6)months after the settlement date.
Leverage ratio (total net debt/
pro forma consolidated EBITDA)

ApplicablemarginLess than or equal to 0.5x

0.80%Greater than 0.5x and lessthan or equal to 1.0x

0.90%Greater than 1.0x and lessthan or equal to 1.5x

1.15%Greater than 1.5x and lessthan or equal to 2.0x

1.20%Greater than 2.0x and lessthan or equal to 2.5x

1.35%

carry out certain mergers, spin-offs, partial
contributions of assets and similar transactions; andchange the nature of the Group’s business.

In each case subject to stipulated de minimis amounts
and/or customary exceptions for this type of financing.
The Revolving Credit Agreement also contains covenants
such as compliance with applicable laws and that the loan
will rank equally with the Company’s other unsecured andunsubordinated debt. Finally, the Revolving Credit
Agreement requires compliance with a financial ratio, which
will limit the amount of debt that can be taken out bymembers of the Group. The Group will be required tomaintain a leverage ratio (total net debt/pro forma
consolidated EBITDA), tested at the end of each half-year
and for the first time for the period ending December 31,
2021, of no more than 2.5x until the maturity of the
Revolving Credit Agreement.

(d) Mandatory or voluntary prepayment
eventsThe Revolving Credit Agreement authorizes voluntary
prepayments subject to prior notice and a minimum
amount.
In addition, the Revolving Credit Agreement provides foran early repayment and/or cancellation event if there is achange of control, at the request of any lender within 15
business days of receipt of the notification by the facilities
agent from the Company of the occurrence of such an
early repayment/cancellation event. The affected undrawn
loans shall be cancelled upon receipt by the facilities
agent of the request of the affected lender(s) and theaffected outstanding drawings shall be repaid within 15
business days of receipt by the facilities agent of therequest of the affected lender(s).

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On February 12, 2024, the Consortium composed of Denis
Ladegaillerie, the EQT X fund and funds advised by TCV
agreed to acquire the stakes of TCV Luxco BD S.à r.l.,
Ventech and XAnge, historical shareholders of Believe,
representing respectively 41.14%, 12.03% and 6.29% ofBelieve shares (“Acquisition of Blocks”). It is also foreseenthat Denis Ladegaillerie, founder of Believe, willcontribute part of his shares in the Company to theconsortium (representing 11.17% of the share capital) andsell the remaining portion (representing 1.29% of theshare capital). These acquisitions and contributions would
increase the consortium's stake in the Company to 71.92%(for further details on these transactions, see Note 12.4 –"Events after the reporting period"). Should the Block
Acquisitions be completed, the consortium would takecontrol of the Company, thus constituting a change ofcontrol under the terms of the Revolving Credit
Agreement.

(e) Accelerated prepayment events
The Revolving Credit Agreement provides for a number of
events of acceleration that are customary for this type offinancing, including, in particular, payment defaults, noncompliance with the financial ratio or any other obligation
or declaration, cross-acceleration events, collective
proceedingsandinsolvency,
certainpecuniarycondemnations or the occurrence of significant adverse
events.

5.3.3.2 Loans from Bpifrance
The Company entered into five loan agreements with
Bpifrance for a total of €10 million, each with a maturity ofseven years, spread between 2022 and 2026 (the “BPI
Loans”).
At December 31, 2023, the total amount outstanding on
the Bpifrance loans was €2.0 million.

5.3.4 Equity
At December 31, 2023, the share capital of Believe SA consisted of 97,086,350 fully paid-up shares with a par value of €0.005
each.
CHANGES IN SHARE CAPITAL AND SHARE PREMIUMS

Description
At January 1, 2022
Exercise of BSAs/BSPCEs
Employee shareholding plan: b.shares 2022
BALANCE AT DECEMBER 31, 2022
Exercise of BSAs/BSPCEs
BALANCE AT DECEMBER 31, 2023

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Share capital(in €)

Share premiums Number of sharesat €0.005(in €)

480,271464,975,049

96,054,202

1,862

1,454,005

372,450

1,687

2,286,122

337,457

483,821468,715,176

96,764,109

1,611

1,618,729

322,241

485,432

470,333,905

97,086,350

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Review of the financial position and results
Outlook for 2024

5.4

Outlook for 2024

The forecasts for the fiscal year ending December 31, 2024
set out below are based on data, assumptions andestimates considered reasonable by the Group at the dateof this Universal Registration Document. These data andassumptions may change or be modified as a result of
uncertainties related in particular to the economic,
financial, accounting, competitive, regulatory and tax
environment or as a result of other factors of which theGroup is not aware at the date of this Universal Registration
Document. In addition, the occurrence of certain risks
described in Chapter 3 “Risk factors and risk management” of

5.4.1 Assumptions
The Group has developed its forecasts for the fiscal year
ending December 31, 2024 in accordance with theaccounting policies applied in the Group’s consolidated
financial statements for the fiscal year ended December 31,
2023. These forecasts are mainly based on the following
assumptions for the fiscal year ended December 31, 2024.

this Universal Registration Document could have an impact
on the Group’s business, financial position, results oroutlook, and therefore call into question these forecasts.
Furthermore, the achievement of the forecasts assumes
the success of the Group’s strategy. The Group therefore
makes no commitment or guarantee that the forecasts inthis Section will be achieved.
The forecasts presented below, and the assumptions
underlying them, have been prepared in accordance withthe provisions of Delegated Regulation (EU) 2019/980 and
ESMA recommendations on forecasts.

Macro-economic and market
assumptions●●

Assumptions internal to the Company
●

●

●

●

continued implementation of the Group’s strategy, as
described in Chapter 1, Section 1.5 “Strategy andmedium- and long-term objectives” of this Universal
Registration Document;
the Group’s continued market share gains in most of its
key geographic areas(1);●●●an increase in the cost of sales at a rate comparable tothe increase in revenue, as was the case during the
fiscal year ended December 31, 2023;
the continuation of the Group’s significant investmentin the development of its commercial and marketing
capabilities to support the strong growth of its activities
in line with revenue growth and in its Central Platform
at a slower pace than sales growth, leading to anincrease in its operating expenses.

Major investments●

the growth of the digital music market in line with theoutlook presented in Section 1.3.1 of this Universal
Registration Document and lower than in 2023;
no significant changes in the regulatory and fiscal
environment existing at the date of this Universal
Registration Document;
an economic environment that remains uncertain anda progressive upturn in the Group’s digital sales activity
related to free offers financed by advertising;
the continued decline in physical sales;
the estimate as of the date of this Universal
Registration Document of the consequences of the
Ukraine crisis, in particular via the economic sanctions
already in place and any potential future sanctions
applied against Russia and the impacts of this crisis on
the growth prospects of the Russian market and their
possible repercussions on global growth;
the devaluation of the Turkish lira to which the Group is
directly exposed and the foreign exchange rate risks ofother major countries outside the eurozone in which theGroup generates revenue (in particular the euro/dollar
exchange rate), compared to those observed during the
fiscal year ended December 31, 2023.

By 2025, the Group’s expenditure on property, plant andequipment and intangible fixed assets (excluding
expenditure on external growth) is expected to increase inabsolute terms, in order to support the growth of its
activities, but to decrease as a percentage of revenue, toapproximately 4% of revenue (compared with 5.6% for the
fiscal year ended December 31, 2023; this figure includes
catalog acquisitions). This trend is expected to continue
beyond 2025.

(1) The geographic markets identified as key markets by the Group are the markets in which it has the largest local teams or in which it intends tostrengthen its local teams in the future, and include France, Germany, the UK, United States, India, China, Brazil and Japan

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5

Review of the financial position and results
Outlook for 2024

5.4.2 Group forecasts for the fiscal year ending December 31, 2024
In 2024, Believe expects to remain on a solid organic
growth trajectory. Subscription (paid) streaming activities
demonstrated their resilience in 2023, growing in all
geographical areas despite the high level of economic
uncertainties, in particular due to the Ukraine crisis andinflation. In addition, the shift from ad-supported
streaming to paid streaming in emerging markets has also
increased steadily. These trends are expected to continue
in 2024 as demand for paid streaming remains strong
even in a more challenging economic environment.
However, the Group expects advertising-financed
activities to be penalized in the short term. Based on theseassumptions, Believe forecasts that organic growth for
the Group will be around + 18% in 2024.
Believe also plans to continue to invest in the Central
Platform to be at the forefront of innovation. The Groupalso intends to continue its significant investments in sales
and local capabilities to fuel its profitable growth and seize
the opportunities offered by the accelerated digitization ofa wider variety of music genres. The Group has also
committed to gradually increasing its adjusted EBITDA
margin, and as such will monitor the pace of investment
and focus on improving operational efficiency to achieve an
adjusted EBITDA margin of around 6.5% in 2024.

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The Group is expected to generate moderately positive
free cash flow for the full year of 2024.
Moreover, the discussions under way on a possible
change of control of the Group could have an impact on
its business and financial position, which the Group
cannot estimate at this stage.
The general strategic plan aiming to build the best artist
development platform is on a positive track, and theGroup confirms its mid-term trajectory. The latterpresents a 2021-2025 CAGR of between 22% and 25% andan adjusted EBITDA profit of between 5% and 7% for theGroup by 2025. This would result in segment profits, prior
to taking into account Central Platform costs of 15% to16%, representing high-growth period profits, withrevenue largely reinvested. The Group is confident in its
ability to reach this long-term objective of an adjusted
Group-wide EBITDA margin of 15%.

www.believe.com

Review of the financial position and results

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238

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6

Financial statements

6.1

Consolidated financial
statements at
December 31, 2023

6.1.1 Notes to the consolidated
financial statements

6.2

Parent company financial
statements at
December 31, 2023

6.2.1 Parent company financial statement
6.2.2 Appendix
6.2.3 Other items relating to the 2023
financial statements

6.3
240
244

302
302
305

Statutory Auditors’ reporton the consolidated financial
statements and the separate
financial statements at
December 31, 2023

6.3.1 Statutory Auditors’ report on the
consolidated financial statements
at December 31, 2023
6.3.2 Statutory Auditors’ report on the financial
statements at December 31, 2023

323
323
328

318

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6

Financial statements
Consolidated financial statements at December 31, 2023

6.1

Consolidated financial statements
at December 31, 2023

Consolidated statement of income(In € thousands)

Notes

2023

2022

Revenue

4.1

880,312760,805

Cost of sales

4.2(596,083)(508,269)

Sales and marketing expenses

4.3(192,676)(164,080)

Technology and product expenses

4.3(56,520)(56,655)

General and administrative expenses

4.3(54,512)(50,412)

Other operating income (expense)

4.4

1,708

(4,888)

Share of net income (loss) of equity-accounted companies

2.4

Operating income (loss)

(301)

1,233

(18,072)(22,265)

Cost of net debt

8.6

4,230

1,199

Other financial income (expense)

8.6

6,293

7,185

Net financial income (expense)

10,522

8,384

Income (loss) before tax(7,550)(13,881)

Income tax

9.1

Net income (loss)

4,865(11,089)(2,685)(24,970)

Attributable to:●

Owners of the parent(5,482)(29,762)●

Non-controlling interests

2,798

4,792

Earnings per share attributable to owners of the parent
company:

10.4●

Basic earnings (loss) per share (in €)(0.06)(0.31)●

Diluted earnings (loss) per share (in €)(0.06)(0.31)

Other comprehensive income (expense)
2023

2022

Consolidated net income (loss)(2,685)(24,970)

Translation adjustments(13,319)(6,047)

Other comprehensive income (expense) that may be reclassified
subsequently to net income(13,319)(6,047)454

264(In € thousands)

Remeasurement of net defined-benefit obligation
Other comprehensive income (expense) that may not be reclassified
subsequently to net income
TOTAL COMPREHENSIVE INCOME (EXPENSE)

454

264

(15,549)(30,753)

Attributable to:240●

Owners of the parent(13,807)(33,901)●

Non-controlling interests(1,743)

3,148

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Financial statements
Consolidated financial statements at December 31, 2023

Consolidated statement of financial position
Notes

December 31, 2023

December 31, 2022

6.1

141,196

107,705

Other intangible assets

6.2

135,572

121,979

Property, plant and equipment

6.3

30,96027,087

Advances to artists and labels – non-current portion

4.6

155,451

87,780Investments in equity-accounted companies

2.4

48,81550,657(In € thousands)

ASSETS
Goodwill

Non-current financial assets

8.1

9,576

6,544

Deferred tax assets

9.2

20,107

5,664

541,677

407,417

4,110

5,626

Total non-current assets
Inventories

4.7

Trade receivables

4.5

200,203

158,456

Advances to artists and labels – current portion

4.6

103,129

90,707

Other current assets

4.5

38,27532,087

Current tax assets

9.1

4,074

6,257

Current financial assets

8.1

1,354

947

Cash and cash equivalents

11.1

214,221

303,345

Total current assets
TOTAL ASSETS

565,365

597,425

1,107,043

1,004,842

EQUITY
Share capital

10.1

485

484

Share premiums

10.1

470,334

468,715(1,113)(1,358)Treasury shares
Reserves and retained earnings(77,022)(78,787)

Translation reserve(21,919)(13,143)

370,766

375,911

8,442

8,951

379,208

384,862

Equity attributable to owners of the parent
Non-controlling interests

10.3

TOTAL EQUITY
LIABILITIES
7

409

492

Non-current borrowing and debt

Non-current provisions

8.3

21,51019,663

Other non-current liabilities

4.10

16,473

20,446

Deferred tax liabilities

9.2

20,70822,57059,10063,171

1,624

748

Total non-current liabilities
Current provisions

7

Current borrowing and debt

8.3

10,381

12,811

Trade payables and contract liabilities

4.8

611,756

509,336

Other current liabilities

4.9

40,616

31,943Current tax liabilities

9.1

4,357

1,970

Total current liabilities
TOTAL EQUITY AND LIABILITIES

668,734

556,809

1,107,043

1,004,842

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6

Financial statements
Consolidated financial statements at December 31, 2023

Consolidated statement of cash flows
2023

2022

Net income (loss)(2,685)(24,970)

Depreciation, amortization and impairment of non-current assets

61,30144,857

Share-based payment

7,983

6,464

Cost of net debt

(4,230)(1,199)

Income tax(4,865)

11,089(In € thousands)

Notes

OPERATING ACTIVITIES

180

(622)

Share of net income (loss) of equity-accounted companies (incl.
dividends received)

Net charges to provisions and employee benefits

1,120

(383)

Elimination of net gains or losses on disposals of assets(1,048)20

Other items with no cash impact(15,797)(7,210)

Income tax collected/paid(5,568)(7,818)Change in operating working capital
Net cash from (used in) operating activities

11.2(23,682)

53,427

12,70973,655(49,217)(25,450)

1,242-

INVESTING ACTIVITIESAcquisitions of property, plant and equipment, and intangible
assets
Disposals of property, plant and equipment and intangible assets
Acquisitions of subsidiaries, net of cash acquired(36,640)(8,717)

Decrease (increase) in loans(1,678)(3,246)

Decrease (increase) in non-current financial assets
Net cash from (used in) investing activities

11.3

(597)

(875)

(86,890)(38,288)--

FINANCING ACTIVITIES
Increase in borrowings
Decrease in borrowings(1,713)(1,519)

Repayment of lease liabilities(10,622)(6,836)

Interest received (paid)

5,676

2,006

Capital increase (decrease) by owners

1,620

3,744

Disposal (acquisition) of treasury shares--(5,039)(2,605)

Cash and cash equivalents, net of bank overdrafts, at
beginning of period

303,345

262,694

Net increase (decrease) in cash and cash equivalents net of bankoverdrafts, before the impact of changes in foreign exchange
rates(79,220)

32,762

Impact of changes in foreign exchange rates(9,904)

7,889

214,221

303,345

214,221

303,345--

Net cash from (used in) financing activities

Cash and cash equivalents, net of bank overdrafts, at end of
period11.4

11.1

Of which:

242●

Cash and cash equivalents●

Bank overdrafts

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Financial statements
Consolidated financial statements at December 31, 2023

Consolidated statement of changes in equity
Attributable to owners of the parent

In € thousands,
except share data

Reserves
and
Number of Share
Share Treasury retained
shares capital premiums
shares earnings

EQUITY AT JANUARY 1, 2022

96,054,202

480

464,975(1,274)Remeasurement of net definedbenefit obligation(51,054)

Equityattributable toTranslaowners
tionof thereserve(1) parent(2)Other comprehensive income

-

-

-

Net income (loss) for the year

264

4

3,740

(1,644)264(4,403)(4,139)(1,644)(5,783)

4,792(24,970)(33,901)

3,148(30,753)

(495)

(578)

Share-based payments

5,045

5,045

Changes in the scope of
consolidation(3,171)386

3,744

OthersEQUITY AT DECEMBER 31, 2022

96,764,109

484

468,715(1,358)Remeasurement of net definedbenefit obligation(78,787)

Other comprehensive income

-

-

-

Net income (loss) for the year454

322,241

-

-

2

1,619

-

(5,028)

(578)
5,048

(3,171)375(2,796)

386

1,002

1,387

(13,143)

375,911

8,951

384,862(8,779)(8,779)(4,541)(13,319)(8,779)(8,324)(4,541)(12,865)(5,482)

2,798(2,685)(13,807)(1,743)(15,549)454(5,482)

Total comprehensive income

3,744
3

454

Translation adjustments

Capital increase(4,403)

264(29,762)(83)

Net change in treasury shares(6,047)(4,403)(29,498)

709,907-408,809(4,403)-

Capital increase

-

4,423

404,386(29,762)

Total comprehensive income

TOTAL
EQUITY

(8,741)264

Translation adjustments

Noncontrollinginterests(3)(8,779)

454

1,620

1,620

(67)

178

178

Share-based payments

7,064

7,064

7,064

Changes in the scope of
consolidation(204)

Net change in treasury shares

245

3

OthersEQUITY AT DECEMBER 31, 2023

97,086,350

485

470,334(1,113)(77,022)(21,919)

(201)

26

(175)

-

1,208

1,208

370,766

8,442

379,208(1) Changes in translation reserve reflect the impact of exchange rate fluctuations on the equity of foreign operations denominated in currencies other thanthe euro. In 2023, the change in translation reserve is mainly attributable to our companies based in India and Turkey, and in 2022 our companies
based in Russia and Turkey, partially offset by those in the United States.
(2) For “Equity attributable to owners of the parent”:- in 2023, the “Changes in scope of consolidation” item corresponds to the acquisition of an additional 1% of Nuclear Blast GmbH, bringing its stake to100%;- in 2022, the “Changes in the scope of consolidation” item corresponds to the valuation of the call-put option for the remaining 47% of Morning GloryMusic (see Note 2.2 – Scope of consolidation and Note 2.3 – Business combinations);(3) For “Non-controlling interests”:- in 2023, the “Others” item corresponds to the recognition of the allocation of the final acquisition price of Morning Glory Music (MGM) acquired in
2022;- in 2022, the “Changes in the scope of consolidation” item corresponds mainly to the acquisition of an additional 2% stake in the share capital of 6&7,
previously consolidated using the equity method at 49%. The company is now fully consolidated at 51% (see Note 2.2 – Scope of consolidation, Note
2.3 – Business combinations and Note 10.3 – Non-controlling interests). The “Others” item corresponds to recognition of the allocation of the final
acquisition price of Jo&Co acquired in 2021.

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6

Financial statements
Consolidated financial statements at December 31, 2023

6.1.1 Notes to the consolidated financial statements
Presentation of the Group
Believe SA (hereafter the “Company”) was incorporated on
April 7, 2005. It is based in France and its registered office
is at 24, rue Toulouse Lautrec, 75017 Paris – France.
The Group is a market leader in digital music forindependent labels and local artists. The group has solid
experience in digital artist development and catalog
performance optimization. The Group has built its model
to be at the core of the digital music revolution and tobenefit from positive structural market trends. The
Group’s business model is to share the revenues
generated through digital service providers and social
media platforms with artists. The growth in this source ofrevenue is due to the Group’s appeal to local artists andlabels as well as to structural changes in the market. Itsinternational presence is a key differentiator, as the Groupbegan investing very early on, outside of France andparticularly in European and Asian markets, where theGroup has been able to build strong positions in recent
years. While the penetration rate of subscription
streaming is high in some mature markets such as theNorthern Europe countries, it is still relatively low in someother developed countries where the recorded music
market is significant. This is the case in Western Europe
and certain so-called emerging markets, such as Latin
America, Eastern Europe and the Asia-Pacific region,
where there is very significant potential for growth.
The Group primarily targets digital music genres, which
are promoted and marketed mainly on streaming
platforms and social media. The revenue generated onthese platforms is also the main source of monetization
for artists in the genre in question. Believe has also
dedicated offerings for digital artists and labels according
to their needs and stages of development. The Group isthus organized as a global digital platform, which develops
high value-added technological solutions for all artists,

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adapted to each stage of their career, whether they aremusic creators, emerging artists, established artists or top
artists. This approach, which makes it possible to cover all
artist categories, from the music creator to the top artist,
is another differentiating factor, Believe being one of the
only music groups to offer solutions adapted to eachstage of an artist's career.
The Group has built a unique model based on a scalable
central technology platform through the intensive use ofdata, which allows it to provide the same level of service inall geographies while generating economies of scale. The
teams deployed in the local entities rely on the products
and solutions developed by the Central Platform tosupport the development of local artists and labels. This
organization enables the Group to conduct its businessefficiently and profitably. This organization based on theCentral Platform and strong local teams with considerable
music and digital expertise and trained in the best use ofcentrally developed tools and solutions, enables theGroup to offer the best possible quality of service.
With 1,919 employees at December 31, 2023 and apresence in more than 50 countries, the Group thus
benefits from cutting-edge technological capabilities andplaces its expertise in music, digital marketing and data
analysis at the service of artists all over the world, notably
with the support of more than 250 product and IT experts.
The Group operates several commercial brands including
Believe, TuneCore, Nuclear Blast, Naïve, Groove Attack,
AllPoints, Ishtar and Byond.
Its main subsidiaries are located in Germany, Canada,
China, the United States, France, India, Italy, Japan,
Luxembourg, United Kingdom, Russia, Singapore andTurkey.
The Group’s consolidated financial statements include theCompany and its subsidiaries (hereafter referred to as the“Group”).

www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

Significant events of the 2023 fiscal year

The Sentric Group comprised the following entities as ofMarch 29, 2023:

Acquisition of Sentric Music Group

Company

On March 29, 2023, the Group acquired 100% of thecapital of Sentric Music Group Ltd, an independenttech-powered music publishing platform (see Note 2.2 –Scope of consolidation and Note 2.3 - Businesscombinations).
Sentric’s proprietary and innovative platform is one of
the most advanced solutions in the market, able tomanage publishing for self-releasing artists profitably
and at scale, while also offering global publishing deals
to rights-holders at each stage of their development.
Sentric’s backend platform offers a publishing
infrastructure best fit for digital rights’ management, whileproviding songwriters and publishers with a suite of tools
and actionable data to power their strategies through its
user portal. Sentric’s global team has expertise across
payment, activity and usage tracking, rights management
and sync, with territory specific knowledge across theboard.

Country

Sentric Music Group Ltd

United Kingdom

Sentric Music Ltd

United Kingdom

Sentric Music Trustees Ltd

United Kingdom

Sentric Music Copyrights Ltd

United Kingdom

RightsApp Ltd

United Kingdom

IQ Music Ltd

United Kingdom

Black Rock Publishing Ltd

United Kingdom

Masstrax Music Ltd

United Kingdom

Sentric Music (Switzerland) Ltd

United Kingdom

Sentric Music (Canada) Ltd

United Kingdom

Sentric Music Publishing Ltd

United Kingdom

Sentric Music Inc.
Sentric Music Publishing Pty.Ltd

United States
Australia

Sentric’s publishing expertise, industry leading technology
and unique platform for collection combined with
Believe’s digital music expertise and global presence willdevelop a comprehensive solution for songwriters andpublishers at all levels.

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6

Financial statements
Consolidated financial statements at December 31, 2023

Detailed summary of the notes to the financial statements

Note 1.

ACCOUNTING POLICIES
1.1.
1.2.
1.3.

Note 2.

Note 3.

249
249
250
253
255

SEGMENT INFORMATION

3.4.
3.5.

Identification of operating
segments
Key segment data
Reconciliation with Groupfinancial data
Information by geographic area
Major customers

259

4.1.
4.2.
4.3.
4.4.
4.5.

259
261
261
262

4.9.
4.10.

Revenue
Cost of sales
Operating income (expense)
Other operating income (expense)
Trade receivables and othercurrent assets
Advances to artists and labels
Inventories
Trade payables and contract
liabilities
Other current liabilities
Other non-current liabilities

PERSONNEL EXPENSES ANDEMPLOYEE BENEFITS
5.1.
5.2.
5.3.
5.4.
5.5.

Headcount
Employee benefits
Pensions and other employee
benefit obligations
Share-based payments
Executive compensation

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274
274
276
279

280

Note 8.

FINANCING AND FINANCIAL
INSTRUMENTS

281

8.1.
8.2.
8.3.
8.4.
8.5.
8.6.

281
283
286
289
290
290

Note 9.

Note 10.

Note 11.

291

9.1.
9.2.
9.3.

Income tax
Deferred taxes
Uncertain income tax treatments

291
292
293

EQUITY AND EARNINGS PER SHARE

294

10.1.
10.2.
10.3.
10.4.

294
294
294
295

11.3.
11.4.
11.5.

Note 12.

Changes in share capital
Dividends
Non-controlling interests
Earnings per share

CASH FLOW

11.2.

266
266

Financial assets and liabilities
Management of financial risks
Gross debt
Net debt
Lease liabilities
Net financial income (expense)

INCOME TAX

11.1.

266

267
268
273

274

PROVISIONS AND CONTINGENT
LIABILITIES

262
264
264
265
265
265

Goodwill
Other intangible assets
Property, plant and equipment
Impairment tests on
non-current assets

Note 7.

257
257
258
258
258

INTANGIBLE ASSETS AND PROPERTY,
PLANT AND EQUIPMENT
6.1.
6.2.
6.3.
6.4.

257

OPERATING DATA

4.6.
4.7.
4.8.

246

Basis of consolidation
Scope of consolidation
Business combinations
Equity-accounted companies

Note 6.

247
247
247

2.1.
2.2.
2.3.
2.4.

3.2.
3.3.

Note 5.

247

SCOPE OF CONSOLIDATION

3.1.

Note 4.

Accounting standards appliedand statement of compliance
Basis of preparation
Use of judgment and estimates

296

Components of cash andcash equivalents
Net cash from (used in)operating activities
Net cash from (used in)investing activities
Net cash from (used in)financing activities
Free cash flow

296
297
297
298
298

OTHER INFORMATION

299

12.1.
12.2.
12.3.
12.4.

299
299
300
301

Fees paid to the Statutory Auditors
Related parties
Off-balance sheet commitments
Events after the reporting periodwww.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

NOTE 1
1.1.

ACCOUNTING POLICIESAccounting standards applied andstatement of compliance

Background to the publication of theconsolidated financial statements
The consolidated financial statements for the fiscal years
ended December 31, 2023 and December 31, 2022 wereprepared in accordance with International Financial
Reporting Standards (IFRS) as published by theInternational Accounting Standards Board (IASB) andadopted by the European Union at December 31, 2023.
International standards include IFRS (International
Financial
ReportingStandards),
IAS
standards(International Accounting Standards), as well as their SIC(StandingInterpretations
Committee)
and
IFRIC
(International
Financial
ReportingInterpretations
Committee) interpretations. All standards adopted by theEuropean Union (EU) can be consulted on the European
Commission’s website: http://data.europa.eu/eli/reg/2023/
1803/oj.

financial statements. At this stage of our work, we
consider that although the Group may be subject to the“Pillar 2” rules from January 1, 2024 in certain jurisdictions,
the Group does not expect any material tax
consequences on the financial statements.
These amendments, standards and interpretations do nothave a material impact on the consolidated financial
statements for the fiscal year ended December 31, 2023.

Standards, amendments and interpretations
adopted by the IASB but not yet adopted by theEuropean Union and not adopted early by theGroup at December 31, 2023
The Group has not decided to apply early any standards,
amendments or interpretations for the 2023 fiscal year.
The following published standards, amendments andinterpretations that will be effective after December 31,
2023 may have an impact on the Group’s financial
statements:

The 2023 consolidated financial statements wereapproved by the Board of Directors on March 13, 2024.

●

With regard to events after the reporting period, only
events occurring between December 31, 2023 andMarch 13, 2024, the date on which the financial
statements were approved, are accounted for inaccordance with IAS 10 – Events after the reporting period.
These events are described in Note 12.4 – Events after thereporting period which details the significant events that
occurred during the aforesaid period.

●

Standards, amendments and interpretations
applied by the GroupThe Group applies the standards and amendments
published in the Official Journal of the European Unionand effective for reporting periods beginning on or afterJanuary 1, 2023. The following new amendments are
effective or may be adopted early for the consolidated
financial statements at January 1, 2023:
●

●

●

●

amendments to IAS 1: Disclosure of Accounting
Policies;

amendments to IAS 1: Classification of Liabilities as
Current or Non-current;
amendments to IFRS 16: Lease Liabilities in a Sale andLeaseback.

1.2.

Basis of preparation

Unless otherwise indicated, financial information ispresented in thousands of euros without decimal places,
and the Group’s presentation currency is the euro.
Rounding to the nearest thousand euros may lead to nonmaterial discrepancies in the totals and subtotals of thetables. The consolidated financial statements have been
prepared on a historical cost basis, with the exception ofcertain categories of assets and liabilities measured inaccordance with IFRS.
Believe presents its consolidated income statement byfunction: operating expenses are split between “Cost of
sales”, “Sales and marketing expenses”, “Technology andproduct expenses”, “General and administrative expenses”
and “Other operating income (expense)”.

amendments to IAS 12: Income Taxes – Deferred taxes
related to Assets and Liabilities arising from a Single
Transaction;The
consolidated
financialstatements
providecomparative information with respect to the previous
period. The notes to the consolidated financial statements
present the accounting principles applied in the samenote as the comments on the figures, to enhance thereadability of the financial statements.

amendments to IAS 12: International Tax Reform Pillar 2 Model Rules.

1.3.

amendments to IAS 8: Definition of Accounting
Estimates;

On December 14, 2022, the European Union adopted a
directive implementing the OECD's “Pillar 2” reform.
France voted for this transposition as part of the financelaw for 2024. The so-called “Pillar 2” rules therefore apply
to all entities effectively controlled by Believe. In May
2023, the IASB published an amendment to IAS 12 which
includes a mandatory temporary exemption, for the 2023
fiscal year, from the application of IAS 12 to “Pillar 2”
calculations. This amendment was formally adopted by
the European Union in November 2023 and is therefore
fully applicable. The Group has not recorded any deferred
tax effects related to the entry into force of “Pillar 2” in its

Use of judgment and estimates

The preparation of consolidated financial statements
requires the use of accounting estimates and judgments
to determine the carrying amounts of certain assets,
liabilities, income and expenses. These estimates andassumptions are regularly reviewed to ensure that they
are reasonable in light of the Group’s history, theeconomic climate and the information available to theGroup. Certain events could result in changes in theseestimates and assumptions, which would affect the valueof the Group’s assets, liabilities, equity and earnings. In
preparing its consolidated financial statements, the Group
uses estimates and judgments to:

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6

Financial statements
Consolidated financial statements at December 31, 2023●

determine the term and discount rates of leases;●

determine whether or not to recognize deferred taxes;

●

●
●

●

●

determine the recoverable amount of advances paid toartists and labels;
estimate revenue;
calculate the recoverable amount of non-current
assets;measure the intangible assets acquired as part of abusiness combination and estimate any earn-out
liabilities;
measure pension
payments.

obligations

andshare-based

LeasesThe Group assesses each contract to determine whether itis, or contains, a lease.
In applying IFRS 16, the Group uses estimates andjudgments to:●●determine the lease term: the lease term adopted
represents the non-cancellable term of the lease, plus
any periods covered by an extension option if theGroup is reasonably certain to exercise that option,plus any periods covered by a termination option if theGroup is reasonably certain not to exercise that option.
These estimates take account of the IFRIC’s November
2019 agenda decision on lease terms;
determine the discount rate: where the interest rate
implicit in the lease cannot be readily determined, thediscount rate used corresponds to the incremental
borrowing rate at the lease commencement date. Thisrate is determined using the Group’s incremental
borrowing rate plus a spread in order to reflect the
specific economic environment of the country
concerned and, where applicable, the risk associatedwith the entity or leased asset. The discount rates used
are adopted so as to reflect the interest rate that theGroup would have to pay to borrow money undersimilar terms, i.e. a rate that reflects the lease term.

Recognition of deferred taxes
Deferred taxes are only recognized to the extent that it isprobable that sufficient taxable income will be available orthat losses carried forward can be utilized against the
taxable temporary differences. Where appropriate,deferred tax assets are only recognized to the extent of any
limits imposed by the tax laws applicable to the entity
concerned.

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Universal registration document 2023 - Believe

Recoverable amount of advances paid
to artists and labels
Under certain contracts signed with artists and labels, theGroup agrees to pay advances that will be recoupedagainst the amounts payable to them in the future.
Advances are recognized as assets when they are paid
and are recognized as expenses as the related rights are
due to the artists and labels.
At each reporting date, the Group determines theprobability that it will recoup these advances, based on
estimates of the future performance of the artists andlabels that will be used to calculate the amounts due.
Future performance is measured by (i) projecting
advances recovered for the last three months over theremaining term of the initial agreement, thereby
identifying artists and labels for whom the recoverabilityof advances may be doubtful, and (ii) meetings with
operational management to factor in qualitative inputs(e.g. a recent album release that is not yet reflected in therevenues generated over the past quarter, or the launchof a catalog promotional campaign).
The carrying amount of the advances is therefore written
down if the Group no longer expects to recoup them infull against the future performance of the artists or labels.
Advances shown in the statement of financial position are
split between a current portion (i.e. the portion that theGroup expects to recover within 12 months of thereporting date) and a non-current portion.
Outstanding advances still to be collected are split between
a current and a non-current portion using the same
method as that used to determine the recoverable amount,i.e. by projecting advances recovered in the last threemonths. For contracts signed in the year for which no
historical recovery statistics exist, the Group applies anaverage recovery rate based on trends observed over the
past five fiscal years. This analysis is updated annually totake account of actual amounts recouped. The current/noncurrent split is also updated for material advances, taking
into account the analysis described above.

Revenue estimates
The Group estimates revenue from sales reports(recorded music business) and royalty statements (music
publishing business) not received at the balance sheet
date, on the basis of historical observations.
For the recorded music business, the estimation method
used is based on the weighted average monthly growthfor each platform that has signed a contract with theGroup over the last three years, supplemented where
necessary by specific elements known for a given
platform. At the reporting date, the Group has additional
information allowing it to corroborate the estimates
made, consisting of (i) sales reports being provided thedays preceding or following the reporting date, for which
invoices have not yet been issued but for which theinvoice amount is already known, and (ii) tools that report
estimates from the platforms of revenue financed byadvertising. These inputs enable the Group to ensure thatits estimates are reliable.

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Financial statements
Consolidated financial statements at December 31, 2023

For the music publishing activity, there is no monthly
report from the collective management organizations on
the use of the artists’ music before the receipt of thestatement accompanying the payment of the royalty.
Consequently, the Group models the expected royalties
on the basis of past trends.

Asset impairment tests
In testing its assets for impairment, the Group uses
assumptions that are revised at least annually, relative tocash-generating units (CGUs), future cash flows anddiscount rates. The assumptions used and the results ofsensitivity tests of recoverable amounts are described in
Note 6.4 – Impairment tests on non-current assets.

NOTE 2
2.1.

Measurement of intangible assets acquired aspart of a business combination, and estimatesof any earn-out liabilities
Business combinations are accounted for using theacquisition method in accordance with IFRS 3 – Business
Combinations.
The Group recognizes intangible assets acquired as partof a business combination at fair value. These intangible
assets are measured using valuation models requiring
cash flow assumptions. The intangible assets recognized
and the basis of measurement used are described in Note
6.2 – Other intangible assets.
The liabilities assumed in connection with earn-out
arrangements are recognized at their fair value at the date of
the combination.

SCOPE OF CONSOLIDATION

Basis of consolidation

Consolidation methods
The consolidated financial statements include the financial statements of companies acquired as from the date on
which the Group acquired control, and those of companies sold up to the date on which the Group relinquishedcontrol, as well as investments in associates and joint ventures accounted for using the equity method. Allcompanies are consolidated on the basis of their positions at the closing dates presented and restated, where
necessary, to comply with the Group’s accounting principles. All intragroup transactions and balances are eliminatedin full on consolidation, as well as gains and losses on transactions between controlled companies.
Controlled companies
Companies controlled directly or indirectly by the Group are consolidated. The Group controls a company when all of
the following conditions are met:●it has power over the entity;●

it is exposed, or has rights, to variable returns from its involvement with the entity;●

it has the ability to affect the amount of those returns through its power over the entity.

Equity-method accounting for joint ventures and associates
A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights tothe net assets of the arrangement. Joint control is the contractually-agreed sharing of control of an arrangement,
which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing
control.
An associate is a company over which the Group exercises significant influence, defined as the power to participate in
the operating and financial policy decisions of an entity, but does not have control or joint control over those policies.
Significant influence is presumed to exist when the Group holds, directly or indirectly, 20% or more of the voting rightsof the entity, unless it can be clearly demonstrated that this is not the case.
Investments in joint ventures and associates are accounted for by the equity method. This method consists in initially
recording the investment in joint ventures and associates in the consolidated statement of financial position at
acquisition cost, adjusted thereafter for any post-acquisition change in the Group’s share of the entity’s net assets.
Goodwill relating to equity-accounted companies is included as part of the carrying amount of the investments and is
not presented separately. As a result, it is not separately tested for impairment in accordance with IAS 36.
The Group’s share of the post-acquisition net income (loss) of equity-accounted companies is recognized on a
separate line of the consolidated income statement, under “Operating income (loss)”.

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Financial statements
Consolidated financial statements at December 31, 2023

Foreign currency translation
Translation of subsidiaries’ foreign currency financial statements
The financial statements of each of the Group’s consolidated companies are prepared in the functional currency, i.e.
in the currency of the economic environment in which the Company operates. The Group has two subsidiaries in
Turkey, a country considered hyperinflationary as of April 30, 2022.
The functional currency of foreign companies is the local currency of the country. The financial statements ofcompanies denominated in foreign currencies are translated into euros at the closing exchange rate for assets andliabilities on the statement of financial position and at the average exchange rate for the period for income
statement and cash flow items in the absence of material changes in exchange rates. The financial statements ofsubsidiaries located in countries with hyperinflation are an exception to this rule and are translated into euros at theclosing exchange rate, in accordance with IAS 21 and IAS 29.
Any resulting translation adjustments are initially recognized within other comprehensive income and maintained
within the “Translation reserve” within equity.
Foreign currency transactions
Transactions carried out by a company in a currency other than its functional currency are translated at theexchange rate prevailing at the time of the transaction. Monetary assets and liabilities expressed in foreign
currencies are translated at the closing exchange rate. Non-monetary assets and liabilities denominated in a foreign
currency are recognized at the historical exchange rate prevailing at the transaction date.
Foreign exchange gains and losses are recognized in net financial income (expense).

Transactions involving non-controlling interests
Transactions involving non-controlling interests that do not result in a change of control are recognized in equity. They
are considered as transactions between owners, and do not affect goodwill or income. Transactions involving noncontrolling interests are shown within cash flows from (used in) financing activities in the statement of cash flows.

2.2.

Scope of consolidation

Information on consolidated companies
The Group has control or joint control of, or exercises significant influence over, all of the companies in its scope of
consolidation. The table below shows the Group’s fully-consolidated and equity-accounted companies:
December 31, 2023

250

CompanyCountry

Believe SA

FranceConsolidation
method(1)% interest

Parent company

December 31, 2022
Consolidation
method(1)% interest

Parent company

Believe Digital GmbHGermany

FC

100%

FC

100%

GoodToGo GmbHGermany

-

-

FC

100%

Groove Attack GmbHGermany

-

-

FC

100%

Justbridge Entertainment GmbHGermany

-

-

FC

100%

Madizin Music GmbHGermany

FC

51%

FC

51%

Nuclear Blast GmbHGermany

FC

100%

FC

99%

Rough Trade Distribution GmbHGermany

-

-

FC

100%

Soulfood Music Distribution GmbHGermany

FC

100%

FC

100%

Believe Digital Canada Inc.

Canada

FC

100%

FC

100%

Believe Music (Shanghai) Company Ltd

China

FC

100%

FC

100%

Believe Digital Holdings Inc.

United States

FC

100%

FC

100%

Believe International Holding Inc.

United States

FC

100%

FC

100%

Believe Music America LLC

United States

FC

100%

FC

100%

Nuclear Blast America Inc.

United States

FC

100%

FC

99%

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Financial statements
Consolidated financial statements at December 31, 2023

December 31, 2023
CompanyCountry

TuneCore Inc.

United States

December 31, 2022

Consolidation
method(1)% interest

Consolidation
method(1)% interest

FC

100%

FC

100%

6&7 SAS

France

FC

51%

FC

51%

Jo&Co SAS

France

FC

51%

FC

51%

Lili Louise Musique SAS(2)France

EM

49%

EM

49%

Morning Glory Music SAS

France

FC

53%

FC

53%

Play 2 SAS

France

EM

25%

EM

25%

Structure PY SAS(2)France

EM

24%

EM

24%

Believe Digital Private Ltd

India

FC

100%

FC

100%

Canvas Talent Private Ltd

India

FC

100%

FC

100%

Entco Music Private Ltd

India

FC

100%

FC

100%

Ishtar Music Private Ltd

India

-

-

FC

100%

SPI Music Private Limited

India

FC

100%

FC

100%

PT Believe Music Indonesia

Indonesia

FC

100%

FC

100%

Believe Digital SRL

Italy

FC

100%

FC

100%

Believe Japan GK

Japan

FC

100%

-

-

TuneCore Japan KK

Japan

FC

55%

FC

55%

Believe International SARL

Luxembourg

FC

100%

FC

100%

Viva Music and Artists Group Inc.(2)Philippines

EM

15%

EM

15%

Believe Direct Ltd

UK

FC

100%

FC

100%

GS Believe LLP

UK

EM

50%

EM

50%

Nuclear Blast (UK) Ltd

UK

FC

100%

FC

99%

Sentric Music Group Ltd (2)

UK

FC

100%

-

-

Believe Digital OOO

Russia

FC

100%

FC

100%

Believe Music Sea Pte Ltd

Singapore

FC

100%

FC

100%

Believe Taiwan Inc.

Taiwan

FC

100%

FC

100%

Believe Digital Holdings (Thailand) Co., Ltd

Thailand

FC

95%

-

-

Believe Digital (Thailand) Co., Ltd

Thailand

FC

100%

-

-

Doğan Müzik Yapım ve Ticaret A.Ş.

Turkey

FC

60%

FC

60%

Netd Müzik Video Dijital Platform ve Ticaret A.Ş.

Turkey

FC

60%

FC

60%

(1) FC: Full consolidation; EM: Equity-accounted companies.
(2) These entities, consolidated in the Group’s financial statements, include companies directly controlled by them.

The consolidated financial statements have a reporting
date of December 31. The reporting date of all Group
companies is December 31 and they all have a 12-monthfiscal year, with the exception of companies based in India
and Sentric Music Publishing Pty. Ltd, whose reporting
date is March 31 and 30 June of each year, respectively.
These companies prepare a statement of financial
position at December 31 ensuing the preparation of theGroup’s consolidated financial statements.

All German subsidiaries listed above and included in the
consolidated statement of financial position are exempt
from the obligation to publish parent company andconsolidated financial statements for the 2023 fiscal year, in
accordance with Articles 264, 264b and 291 of the German
Commercial Code (Handelsgesetzbuch – HGB) and theobligation to publish (Group) management reports for the2023 fiscal year, in accordance with Article 325 of said code.

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Financial statements
Consolidated financial statements at December 31, 2023

Information on non-consolidated companies
December 31, 2023

December 31, 2022

CompanyCountry% interest

Phononet GmbHGermany

0.6%

0.6%

Triller Acquisition LLC

United States

0.3%

0.3%

IRCAM Amplify SAS

France

9.3%

6.7%

Uni-T SAS

France

24.4%

24.4%

Rapsodie SAS

France2.8%

2.8%

The value of investments in non-consolidated companies is presented under “Non-current financial assets” in the statementof financial position, and described in further detail in Note 8.1 – Financial assets and liabilities.

Changes in the scope of consolidation in 2023●●●

On March 29, 2023, the Group acquired 100% of theshare capital of Sentric Music Group Ltd, an
independent music publishing platform. The entire
Sentric Group (see Significant events of the 2023 fiscal
year) has been fully consolidated since March 31, 2023;
On June 2, 2023, the Group subscribed to the capitalincrease of IRCAM Amplify SAS, a subsidiary of theInstitut de Recherche et de Coordination Acoustique /Musique (IRCAM) in charge of creating value from its
licenses and expertise, and now holds 9.3% of thecompany’s share capital. The company is notconsolidated;

●

●

●

●

●

On August 8, 2023, GoodToGo GmbH, Justbridge
Entertainment GmbH and RoughTrade Distribution
GmbH merged into Groove Attack GmbH; Groove
Attack GmbH then merged into Believe Digital GmbH,with retroactive effect from January 1, 2023;

On September 12, 2023, Sentric Music Trustees Ltd andRightsApp Ltd were dissolved;
On September 20, 2023, the Group acquired an
additional 1% of Nuclear Blast GmbH for an
insignificant amount, bringing its stake to 100%;
On September 26, 2023, Sentric Music (Canada) Ltd
was dissolved;
On November 27, 2023, Ishtar Music Private Ltd
merged into Believe International SARL with retroactive
effect from July 1, 2023;
In addition, during the 2023 fiscal year, the Group
created Believe Digital Holdings (Thailand) Co., Ltd,
Believe Digital (Thailand) Co., Ltd and Believe Japan GK,
which have been fully consolidated since theirincorporation by the Group at 95%, 100% and 100%
respectively.

Changes in the scope of consolidation in 2022
●

●

●

●

252

On January 1, 2022, the Group sold its stake in
Chimperator Productions Verwaltungs GmbH and
Chimperator Productions GmbH & Co. KG for an
insignificant amount;
On February 4, 2022, the Group exercised its call option
to acquire an additional 2% stake in the share capitalof 6&7, previously consolidated using the equity
method at 49%. The company has been fully
consolidated at 51% since January 1, 2022;
On July 13, 2022, the Group subscribed to the capitalincrease of Rapsodie SAS and now holds 2.8% of thecompany’s share capital. The company is notconsolidated;
On October 7, 2022, the Group created Madizin Music
GmbH with partners in Germany. The company has
been fully consolidated at 51% since that date;

Universal registration document 2023 - Believe

●

●

●

On November 16, 2022, the Group acquired a majority
stake of 53% in the capital of Morning Glory Music SAS(“MGM”). A call-put option on the remaining shares
exists with two tranches over two distinct exercise
periods. Since that date, the company has been fully
consolidated at 53%;
On December 19, 2022, the Group subscribed to thecapital increase of Structure PY SAS and now holds 24%of the Company’s share capital. The company has
been consolidated using the equity method since
December 31, 2022;
In addition, in the 2022 fiscal year, the Group created
Believe Taiwan Inc. and PT Believe Music Indonesia,
which have been fully consolidated since theirincorporation at 100%.

www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

2.3.

Business combinations

Accounting policies
IFRS 3 defines a business combination as a transaction or other event in which an acquirer obtains control of one ormore businesses. A business is defined as an integrated set of activities and assets that is capable of being
conducted and managed for the purpose of providing goods or services to customers, generating investment
income (such as dividends or interest) or generating other income from ordinary activities. A business is composedof inputs and processes that, when applied to these inputs, create outputs. The Group recognizes businesscombinations using the acquisition method:●●

identifiable assets acquired and liabilities assumed are measured at their acquisition-date fair value;
non-controlling interests in the acquiree are measured either at fair value or at the Group’s share in the acquiree’s
net identifiable assets. This option is available for all business combinations based on a case-by-case analysis ofeach transaction.

Goodwill is determined at the acquisition date as the difference between:●●

the fair value of the consideration transferred, including any contingent consideration (earn-out), plus the amountof any non-controlling interests;
the net of the acquisition-date fair value amounts of the identifiable assets acquired and the liabilities assumed.

Costs related to the acquisition are expensed under “Other operating income (expense)” in the period in which they
are incurred. Any earn-outs for the business combination are measured at fair value on the acquisition date. Afterthe acquisition date, the contingent consideration is remeasured to fair value at each reporting date, unless it relates
to an equity instrument.
After expiry of the measurement period for allocating the purchase price (i.e. no more than one year from theacquisition date), any changes in the fair value of the contingent consideration are taken to income. Any changes in
the fair value of earn-outs within the measurement period for allocating the purchase price that are expressly
attributable to events that occurred after the acquisition date, are shown within “Other operating income (expense)”
in the income statement. Other changes are recognized against goodwill.

Assets and liabilities identified
In allocating the purchase price, the Group may recognize:●●●

an asset in respect of the relationship with artists and labels generally valued using the excess earnings method.
This method estimates the present value of the net cash flows expected to be derived from these relationships
held by the business acquired, excluding cash flows relating to corporate assets;a catalog generally valued using the excess earnings method. This method estimates the present value of the net
cash flows expected to be derived from the catalog owned by the acquiree, excluding cash flows relating tocorporate assets;a brand generally valued using the royalty relief method. This method estimates the present value of royalties
expected to be avoided as a result of the acquisition.

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Financial statements
Consolidated financial statements at December 31, 2023

The table below shows the provisional and final purchase accounting, net of deferred taxes, for entities acquired during the2022 and 2023 fiscal years:
Acquisitions in 2023

(In € thousands)

Sentric
Music
Group(2)Acquisitions in 2022

Total

6&7

Morning
GloryMusic(1)

Total

Brands, net of deferred tax

-

-

846

2,596

3,442

Catalogs, net of deferred tax

-

-

291

-

291

Relationships with artists and labels, net of deferred
tax

4,500

4,500

-

-

-

Other assets (liabilities) identified

6,829

6,829

-

(180)

(180)

TOTAL NET ASSETS ACQUIRED(BASED ON 100%) [A]

11,32911,329

1,137

2,416

3,553

Share attributable to Believe (= % x A) [B]

11,32911,329

577

1,288

1,865

Acquisition price [C]47,34647,346

2,101

3,942

6,043

Goodwill [C]-[B]36,01736,017

1,524

2,654

4,178

(1) The acquisition of MGM in 2022 resulted in goodwill of €2,654 thousand following the allocation of the final acquisition price. Goodwill as presented andrecognized in the consolidated financial statements at December 31, 2022 was €4,032 thousand.
(2) Provisional recognition.

Acquisitions in the 2023 fiscal year
Sentric Music Group

Contribution of acquisitions

Relationships with artists and labels were recognized as
an asset.

Sentric's contributions to the Group's revenue andconsolidated net income at December 31, 2023 are €19,263 thousand and €1,409 thousand, respectively. If thecompany had been acquired on January 1, 2023, its
contribution to the Group’s revenue and consolidated net
income at December 31, 2023 would have been €27,456
thousand and €1,838 thousand, respectively.

The Believe Group acquired 100% of the share capital ofSentric Music Group Ltd for €47,346 thousand. No earnout is associated with this acquisition.
Cash acquired as part of the acquisition of Sentric
amounted to €11,412 thousand.

Acquisitions in the 2022 fiscal year
MGM

6&7

As the acquisition of the company was completed at theend of the year, the allocation of the purchase price could
not be reflected in the consolidated financial statements
at December 31, 2022 (valuation in 2023).

A brand was valued using the royalty relief method. A
catalog was also recognized. The equity investment in 6&7
breaks down as follows:

The Believe Group acquired 53% of the share capital of
Morning Glory Music for €3,942 thousand. A call-put option
on the remaining 47% exists with two tranches over two
separate exercise periods in 2026 and 2029. The option isvalued in the financial statements for €3.2 million at
December 31, 2022. No earn-out is associated with thisacquisition.
Cash acquired as part of the acquisition of the company is
non-material.
Contribution of acquisitions
MGM's contributions to the Group's revenue andconsolidated net income at December 31, 2022 wererespectively €55 thousand and €(119) thousand. If thecompany had been acquired on January 1, 2022, its
contribution to the Group’s revenue and consolidated net
income at December 31, 2022 would have been €499
thousand and €(423) thousand, respectively.

254

Universal registration document 2023 - Believe●●

initial equity investment (October 18, 2019): initialstake of 49% concomitantly with the subscription to acapital increase, for a total amount of €1.5 million;
additional equity investment (February 4, 2022):
exercise of the call option on an additional 2% stake for€0.6 million.

Cash acquired as part of the acquisition of 6&7 amounted
to €479 thousand.
Contribution of acquisitions
The contributions of 6&7 to the Group's revenue andconsolidated net income at December 31, 2022 arerespectively €248 thousand and €513 thousand. The
contribution to the Group revenue does not include therevenue generated by Believe under the distribution
contract that existed prior to the acquisition. These figuresreflect a contribution to the Group's sales over a
12 month period, as the company has been fully
consolidated since January 1, 2022.

www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

2.4.

Equity-accounted companies

Accounting policies
The Group’s share of the post-acquisition net income (loss) of equity-accounted companies is recognized on a
separate line of the consolidated income statement, under “Operating income (loss)”.

Changes in investments in equity-accounted companies
December 31, 2023

December 31, 2022

Investments in equity-accounted companies at January 1

50,65749,353

Share of net income (loss) from equity-accounted companies

(301)

1,233

Dividends

(820)

(850)

-

1,582

(722)

(660)

48,81550,657(In € thousands)

Changes in the scope of consolidation
Translation adjustments and others
INVESTMENTS IN EQUITY-ACCOUNTED COMPANIES ATDECEMBER 31
In 2022, the item “Changes in the scope of consolidation”
corresponds to:●●

the acquisition of Structure PY (see Note 2.2 – Scope of
consolidation).

The Group did not identify any evidence that its equityaccounted investments may be impaired.

the acquisition of an additional 2% stake in the sharecapital of 6&7, previously consolidated using the equity
method at 49%. The company is now fully
consolidated at 51% (see Note 2.2 – Scope of
consolidation and Note 2.3 – Business combinations);

Information regarding equity-accounted companies
December 31, 2023
(In € thousands,
except % interests)

Country

Carrying
amountLili Louise group(1)France10,887

Play 2 SAS

FranceStructure Group (2)FranceViva Music and Artists Group Inc.

Philippines

GS Believe LLP

UK

TOTAL

December 31, 2022

% interests Carrying amount% interests

49%

11,174

12,34525%

12,633

25%

2,518

24%

3,120

24%

22,28915%

22,976

15%

777

50%

754

50%

48,81549%

50,657(1) The Lili Louise Group includes four companies.
(2) The Structure Group includes five companies.

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Financial statements
Consolidated financial statements at December 31, 2023

Financial information regarding equity-accounted companies
The condensed financial information on equity-accounted companies corresponds to the amounts reported in the financial
statements of the joint venture or associate. They break down as follows:
2023

2022

Lili
Louisegroup(1)Viva
MAGPlay 2Others

Revenue

19,02918,09025,790Net income (loss)

(287)

2,325

SHARE OF NET
INCOME (LOSS)

(141)

349

(In € thousands)

Total

Lili
Louisegroup(1)Viva
MAGPlay 2OthersTotal

328

63,238

15,112

15,33324,525-54,971340(3,155)

(777)

(224)

3,251

2,747

337

6,111

85

(594)

(301)

(110)

488

687

169

1,233

Total

December 31, 2023
LiliLouisegroup(1)Viva
MAGPlay 2OthersNon-current assets

25,484

156,61155,568Current assets

15,38017,541

Non-current liabilities

1,558

12,650Current liabilities

14,711

12,911(In € thousands)

December 31, 2022
LiliLouisegroup(1)Viva
MAGPlay 2Others13,471 251,133

25,533 157,360

56,286

13,000 252,179

78,945

4,728 116,594

15,10920,553

65,136

1,621 102,419

7,760

3,125

25,093

1,886

13,594

8,062-

23,542

77,375

3,691 108,687

13,575

11,14662,828113

87,662

Total(1) The Lili Louise Group includes four companies.

Transactions with equity-accounted companies (as related parties)
The consolidated financial statements include transactions carried out by the Group in the ordinary course of business withequity-accounted companies. These transactions are carried out at arm’s length.
December 31, 2023

December 31, 2022

Loans

4,924

3,246

Advances to artists and labels

1,466

-

(In € thousands)

Trade receivables
Trade payables and contract liabilities(In € thousands)

Amounts paid to artists and producers
Sales and marketing expenses

256

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132

386

5,773

6,198

2023

2022

(20,054)(18,056)-386

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 3
3.1.

SEGMENT INFORMATION

Identification of operating segments

Accounting policies
Segment financial information is presented in accordance with IFRS 8 – Operating Segments and is based solely on theinternal reporting used by Believe’s Board of Directors, considered to be the Company’s chief operating decision
maker within the meaning of IFRS 8, to make decisions about resources to be allocated to the segments and assess
their performance.

The Group has identified two operating segments
corresponding to Believe’s two businesses, which form thebasis of its reporting to the Board of Directors.
●●

Premium Solutions: this consists mainly of the sale,promotion and delivery of digital content provided byartists and labels for which the Group is responsible fordeveloping their catalog on digital platforms and social
media, as appropriate, using a split revenue model. To
a lesser extent, it also includes services supporting thedevelopment of artists in terms of physical sales,
derivative products, synchronization services andneighboring rights. With the acquisition of Sentric,
Believe also expanded its music publishing capabilities;
Automated Solutions: the Group enables artists, via its
TuneCore digital platform, to distribute their audio
content in an automated manner to streaming andsocial media platforms in return for a subscription fee orrevenue sharing. Access to this platform can, at the
choice of the artist, be supplemented bysynchronization and music publishing solutions that

3.2.

●

The “Central Platform” does not meet the definition of an
operating segment under IFRS 8, but is included in internalreporting and regularly monitored and analyzed by the
Board of Directors of Believe. It consists of certain
centralized operating functions:●●

IT, Product and Operations teams, who develop andoperate the Group’s technology platform, comprisingcontent management and platform delivery tools,
interfaces with artists and labels, and data
management and analysis systems;
marketing teams, who develop
promotional tools for artists;

and●teams developing and designing sales offers;●

and the various support functions.

leverage

Key segment data

The Group uses the following indicators to assess theperformance of the operating segments presented:●

were already based on Sentric, one of the mostadvanced solutions on the market and capable ofmanaging self-releasing artist rights in a profitablemanner.

revenue, corresponding to revenue as reported in the
consolidated financial statements;
Adjusted EBITDA calculated based on operating income(loss) before (i) depreciation, amortization andimpairment, (ii) share-based payments (IFRS 2) including

socialsecurity
contributions
andemployercontributions, (iii) other operating income (expense),and (iv) depreciation of identified assets at theacquisition date, net of deferred taxes, for the share of
net income (loss) of equity-accounted companies.
No statement of financial position data broken down by
operating segment is presented to the chief operating
decision maker.

2023

2022

(In € thousands)

Revenue

Adjusted EBITDA

Revenue

Adjusted EBITDA

Premium Solutions

825,119

118,273

712,641

101,270

Automated Solutions

55,193

10,10948,165

6,609-(78,126)-(73,172)

880,31250,256760,805

34,707

Other – Central Platform
TOTAL

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3.3.

Financial statements
Consolidated financial statements at December 31, 2023

Reconciliation with Group financial data

The table below reconciles adjusted EBITDA with operating income (loss):(In € thousands)

Operating income (loss)

2023

2022

(18,072)(22,265)

Restatement of depreciation, amortization and impairment expense

61,30144,857

Restatement of share-based payment including social security
contributions and employer contributions

7,983

6,464

Restatement of other operating income (expense)(1,708)

4,888

753

763

50,256

34,707

Restatement of depreciation and amortization of identified assets at theacquisition date, net of deferred taxes, for the share of net income (loss)of equity-accounted companies
ADJUSTED EBITDA

3.4.

Information by geographic area

In accordance with IFRS 8.33, revenue generated in France and abroad is presented below based on the location of theGroup’s operations:
2023

2022

●17% France

147,767

128,604●13% Germany●30% Europe excluding France and Germany

110,863

113,599

264,625

210,177●15% Americas

128,149

109,168●26% Asia/Oceania/Pacific

228,907

199,258

TOTAL REVENUE

880,312760,805(In € thousands)

880,312in 2023

The breakdown of non-current assets (excluding non-current financial assets, non-current portion of advances to artists andlabels, deferred tax assets) in France and abroad is presented below on the basis of the location of the legal entity carrying
the assets:
2023

2022

●28% France

99,865

104,725●13% Germany

45,07657,852●35% Europe excluding France and Germany

123,691

26,104●10% Americas

35,59537,499(In € thousands)

356,544
in 2023●15% Asia/Oceania/Pacific
TOTAL NON-CURRENT ASSETS

3.5.

52,31881,248356,544

307,428

Major customers

At December 31, 2023, the Group’s three largest customers respectively accounted for 31%, 28% and 9% of total revenue;
they represented 30%, 28% and 10% of total revenue at December 31, 2022.

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Consolidated financial statements at December 31, 2023

NOTE 4
4.1.

OPERATING DATA

Revenue

Accounting policies
The Group derives most of its revenue from:●●digital sales;
others: mainly consisting of physical sales and, to a lesser extent, revenue derived from derivative products, music
publishing, synchronization, brand partnerships and neighboring rights.

Revenue is recognized when the performance obligation is satisfied, at the amount of consideration to which theGroup expects to be entitled.
Digital sales:
The Group’s digital sales are made under two business models:●Premium Solutions;●

Automated Solutions.

Digital sales in the Premium Solutions segment consist of sales of an intellectual property license to the catalog ofmusical works to which the Group has the rights. The catalog is defined as all of the works to which the Group has
the rights during its contract with the platform (including works to which it will acquire the rights after signing thecontract and excluding works to which the Group will no longer hold rights). This license therefore represents a rightto access intellectual property as it exists throughout the license period (dynamic license). The Group enters into
contracts spanning several years with digital service providers which pay in exchange for the use of its musicalcatalog. Revenue therefore takes the form of remuneration based on the use of the license by the platforms’ end
customers. Such remuneration in this case is based on the revenue generated by the platform, both from advertisingand from subscriptions. Revenue is recognized as and when the catalog is used, based on reports compiled by thedigital platforms.
Some contracts with platforms may provide for the payment of a minimum guarantee. This is non-refundable but
can generally be recouped, and is similar to an advance received by the Group. Minimum guarantees are recognizedin the same way as the payments to which they relate or are recognized prorata temporis over the term of thecontract if the related payments are not sufficient or if pertinent information is not available. Minimum guarantees
or advances not yet recognized in revenue represent contract liabilities.
As part of its digital sales activities in its Premium Solutions offering, the Group acts as Principal in its dealings withthe digital platform, as it obtains control of the works comprising the catalog through the distribution licenses
granted to it. The Group effectively controls the catalog and has the ability to direct its use. Its activity also involves
incorporating works into its catalog.
For Automated Solutions, digital sales constitute an intermediation service enabling the producer to distribute its
catalog on the platforms of its choice. This service also includes collecting and paying producers amounts
attributable to them during the term of their subscription. In this arrangement, the Group acts as Agent and revenue
corresponds to subscriptions paid by artists or to the margin if revenue is shared, as it does not obtain control of theworks delivered to the platform; the producer has discretion in establishing the price and making other commercial
decisions. Revenue is recognized on a straight-line basis over the subscription period, since the producer receives
and consumes the benefits as and when the services are provided and the necessary inputs are consumed in a
uniform manner over the service period.
Others:In the course of its business, and depending on the contractual provisions agreed with artists or producers, in thecase of physical sales the Group may act as either Agent or Principal.
When the Group acts as a label (i.e. it enters into a recording contract with an artist, or an “artist contract”, or alicense agreement under which it acts as a licensee for a third-party producer), it carries out the physical sales as a
Principal, since it obtains control of the physical recording, makes commercial decisions, and bears the inventory risk.
In this case, the Group’s customer is the physical distributor.
When the Group acts as distributor, its role is as an Agent as it does not obtain control of the physical recordings,
does not and make other commercial decisions, and does not bear the inventory risk.

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Financial statements
Consolidated financial statements at December 31, 2023

When the Group acts as Principal, sales of physical media constitute sales of intellectual property licenses for musicalworks. This license constitutes a right to use the intellectual property as it exists in the physical recording i.e. at apoint in time (static license). In this case, revenue, net of any discounts or rebates, is recognized when control of thephysical recording is transferred, which generally occurs when the physical recording is delivered to physical storesor, in the event of sales on consignment, when the physical recording is sold to the end customer. In the case of sales
on consignment, the physical distributor only obtains control of the physical recording when the product is sold toits customer, and it does not have an unconditional obligation to pay for the product as long as the sale to its
customer does not take place.
Estimates of returns are based on historical statistics and forecasts and are deducted from revenue.
When the Group acts as Agent, sales correspond to an intermediary distribution service to the producer and, whereappropriate, add-on services such as the manufacture of the different formats. In this case, the Group’s customer isthe producer and revenue consists only of the fees it earns on distribution. The impact of estimated returns is
recognized as a deduction from revenue relating to distribution fees. Estimates of returns are based on historicalstatistics and forecasts, i.e. using the expected value method.
The Group also provides music publishing services, according to two business models:●Premium Solutions;●

Automated Solutions.

For Premium solutions, the Group acts as Principal. Its performance obligation consists of the commercial operationof the entire catalog of the beneficiary (artist or producer) over a fixed period. The catalog is understood here as all
the musical compositions of the beneficiary. The Group thus takes control of the artist or producer’s entire catalog
and performs, in addition to administrative services, additional services related to the commercial operation of thiscatalog. For Automated solutions, the Group acts as an Agent. Its performance obligation consists of theadministration of copyrights through the registration of works and the collection of royalties due in respect ofreproduction and performance rights, mainly from collective management companies and on behalf of rights
holders. The Group’s services cover all or part of the artist or producer’s catalog. The publishing contract has no fixed
term; it may thus be terminated at any time subject to compliance with a notice period. Only the commission for thisservice is recognized in revenue.
The Group generates revenue on other, more incidental, activities, namely:●●●

activities involving the sale of derivative products and brand partnerships – corresponding to the sale of derivative
products in partnership with a brand – generate revenue which is recognized at the time of entering into thelicense agreement, or when control of the goods is transferred to the customer. The Group acts as Principal in thisarrangement as it obtains control of the goods. It makes commercial decisions, is responsible for sales to the end
customer, and bears the inventory risk;
synchronization services are where a license is granted to an extract from a musical work as it exists at the time
the contract is signed, with no changes envisaged. In this case, revenue is recognized when control of the license
is transferred, i.e. when the customer obtains the right to use the work;neighboring rights relate to incidental copyrights returned to the recording artist and audiovisual producers, aswell as to radio or television broadcasting bodies. The Group may be responsible for collecting payments relating
to neighboring rights from the competent authorities, and then for paying them over to the artist/producer, less amanagement fee, where applicable. The Group acts as Agent when it collects such payments and only its fees arerecognized as revenue.

BREAKDOWN OF REVENUE BY TYPE

2023

(In € thousands)

2022

Digital sales

793,06490.1%

701,948

92.3%

Others87,2489.9%

58,8577.7%

880,312100%

760,805

100%(1)

TOTAL REVENUE(1) The amounts shown within “Others” mainly correspond to the physical sales and the administration of music publishing rights in 2023.

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Consolidated financial statements at December 31, 2023

4.2.

Cost of sales

Accounting policies
Cost of sales includes both directly and indirectly costs attributable to products and services sold. Cost of sales
mainly relates to amounts paid to artists and labels, production costs and changes in inventories (mainly physicalrecordings), as well as expenses incurred to organize musical events.
Payments to artists, labels and rights holders are expensed when proceeds from the sales are recognized, less any
provision for returns.

4.3.

Operating income (expense)

Accounting policies
Sales and marketing expenses
Sales and marketing expenses include all costs relating to internal and external personnel involved in marketing andsales services, along with local operational and support costs attributable to marketing and sales activities. They also
include depreciation and amortization charged against the corresponding non-current assets (which mainlycomprise capitalized personnel expenses and consultants’ fees).
Technology and product expenses
Technology and product expenses include all costs relating to internal and external personnel involved in developing
technology platforms for services provided by the Group, and to other internally-developed IT projects, part of whichbeing capitalized. They also include depreciation and amortization charged against property, plant and equipment
and intangible assets.
General and administrative expenses
General and administrative expenses include all costs relating to internal and external personnel in operational
support and head office teams, along with overheads and miscellaneous fees relating to these support functions.
General and administrative expenses also include amortization charged against intangible assets (content andplatform delivery management tools, interfaces with artists and labels, data management and analysis systems, etc.)
and property, plant and equipment, as well as costs related to post-employment benefits and share-based
compensation plans.

Operating income (expense) by nature
Personnel expenses and employee benefits
Personnel expenses and employee benefits are detailed in Note 5.2 – Employee benefits.
Depreciation, amortization and impairment expenses
Depreciation, amortization and impairment expenses recognized in the income statement as operating income and expense
items are described in Note 6.2 – Other intangible assets and in Note 6.3 – Property, plant and equipment.

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Financial statements
Consolidated financial statements at December 31, 2023

4.4.

Other operating income (expense)

Accounting policies
In order to facilitate interpretation of the income statement and Group performance, unusual items that are material
to the consolidated financial statements are presented separately as operating income (expense) under “Other
operating income (expense)”.

The Group's other operating income (expense) is comprised of the following:2023(In € thousands)

2022

Gains (losses) on asset disposals

1,048

(20)

Acquisition-related income / (costs)

2,610(2,173)

Other operating income (expense)(1,950)(2,695)TOTAL OTHER OPERATING INCOME (EXPENSE)

1,708(4,888)At December 31, 2023, the line “Acquisition-related
income/(costs)” mainly includes income related to the
updating of the estimate of the call-put options and of
forward contracts entered into as part of our acquisitions
according to the latest available assumptions (see Note 4.10
- Other non-current liabilities and Note 2.3 - Businesscombinations), offset by acquisition-related costs. The“Other operating income (expense)” item mainly includes

4.5.

expenses related to the reorganization undertaken in certain
countries, partly offset by an income related to the lease
renegotiation for the premises of Believe’s head officein France.
At December 31, 2022, the “Other operating income(expense)” item mainly includes expenses related to thereorganization undertaken in certain countries for €(2.4)
million.

Trade receivables and other current assets

Accounting policies
Trade receivables are initially recognized at their transaction price (within the meaning of IFRS 15); these do notinclude a significant financing component given the short payment terms. Trade receivables are measured atamortized cost less expected losses over the life of the receivable according to the simplified model provided for by
IFRS 9.
Expected credit losses are estimated taking into account the history of credit losses, the age of the receivables and adetailed risk estimate. If there is objective evidence of a credit loss at the reporting date (e.g. litigious receivables ordifficulties in terms of collection), an additional write down may be recognized on a case-by-case basis in light of
information available at the reporting date.
Invoices not yet issued (included in the estimated revenue) at the reporting date pending the final reports from thedigital platforms are shown in trade receivables. They correspond to revenue recognized when a performanceobligation has been met but not yet invoiced. As well as the estimates made, the Group also receives daily activity
reports from major platforms which include key revenue inputs (e.g. listening volume, for example by artist/stream/
genre/country). Based on these inputs, the Group considers that it has an unconditional right to consideration since
only the passage of time is required before payment of that consideration is due. Furthermore, the payment andamount of these invoices do not depend on the future provision of services.

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Consolidated financial statements at December 31, 2023

Trade receivables break down as follows:(In € thousands)

Trade receivables

December 31, 2023

December 31, 2022

209,024

166,960

Impairment of trade receivables(8,822)(8,504)TOTAL TRADE RECEIVABLES, NET

200,203

158,456(1)(1) The amount of invoices not yet issued included within “Trade receivables” is respectively €123.0 million and € 86.5 million at December 31, 2023 and2022. The change in trade receivables is mainly related to the increase in the Group’s business.

Age of trade receivables
The age of trade receivables is broken down as follows:
December 31, 2023

December 31, 2022

Impairment
Tradeof trade receivables,
Trade
receivables
net receivables

Impairment
Tradeof trade receivables,
receivablesnet(In € thousands)

Tradereceivables

Not yet due(1)186,711-

186,711140,375-

140,375

7,278

-

7,278

11,281(360)

10,921Less than 90 days past due
Between 90 and 180 days
past due

4,044

(47)

3,997

2,514

(18)

2,496

More than 180 days past due

10,992(8,775)2,217

12,791(8,127)

4,664

TOTAL TRADE RECEIVABLES,NET

209,024(8,822)200,203

166,960(8,504)

158,456(1) The amount of invoices not yet issued is included within “Not yet due”.

Other current assets
Other current assets break down as follows:
December 31, 2023

December 31, 2022

Tax and social security receivables(1)17,68819,086

Prepaid expenses

16,50010,461Other receivables

4,087

2,540

38,27532,087(In € thousands)

TOTAL OTHER CURRENT ASSETS(1) Tax and social security receivables relate mainly to amounts due to the Group in respect of VAT.

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Financial statements
Consolidated financial statements at December 31, 2023

4.6.

Advances to artists and labels

Accounting policies
Under certain contracts signed with artists and labels, the Group agrees to pay advances that will be recoveredagainst the amounts payable to them in the future. Advances are recognized as an asset when they are paid and arerecognized as an expense as the related rights are due to the artists and labels.
At each reporting date, the Group determines the probability that it will recoup these advances, based on estimatesof the future performance of the artists and labels that will be used to calculate the amounts due. The carrying
amount of the advances is thus impaired if the Group no longer expects to recoup them in full against the future
performance of the artists or labels. Any impairment is recognized in cost of sales.
Advances shown in the statement of financial position are split between a current portion (i.e. the portion that theGroup expects to recover within 12 months of the reporting date) and a non-current portion.

Advances to artists and labels can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

Advances to artists and labels – current portion

103,129

90,707

Advances to artists and labels – non-current portion

155,451

87,780TOTAL ADVANCES TO ARTISTS AND LABELS, NET

258,580

178,487

66%

52%

Portion of advances paid in less than one year

4.7.

Inventories

Accounting policies
Inventories are initially measured at cost. The cost of inventories comprises all costs of purchase, costs of conversion
and other costs incurred in bringing the inventories to their present location and condition. The Group’s inventories
mainly consist of physical music recordings held in connection with its label business.
At each reporting date, inventories are measured at the lower of cost and net realizable value. Net realizable value isthe estimated selling price in the ordinary course of business, less the estimated costs of completion and theestimated costs necessary to make the sale. Where the net realizable value is less than its costs, an impairment isrecognized. Any such impairment is reversed as soon as the net realizable value of the inventories once again
exceeds their cost.

Inventories break down as follows:(In € thousands)

264

December 31, 2023

December 31, 2022

Gross inventories

7,282

8,157

Impairment(3,172)(2,531)TOTAL INVENTORIES, NET

4,110

5,626

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Consolidated financial statements at December 31, 2023

4.8.

Trade payables and contract liabilities

Accounting policies
Trade payables and contract liabilities are measured at fair value on initial recognition, and subsequently atamortized cost. These are classified as current liabilities in the statement of financial position with a maturity date ofless than one year. Contract liabilities represent consideration received for performance obligations that have not yet
been satisfied or have only partly been satisfied. They correspond mainly to:●●advances and minimum guarantees received from digital platforms;
prepaid income relating to subscriptions paid in full by artists on inception of contracts in the AutomatedSolutions business but recognized over several reporting periods.

Trade payables and contract liabilities break down as follows:(In € thousands)

December 31, 2023

December 31, 2022

Trade payables

558,403458,377

Contract liabilities(1)

TOTAL TRADE PAYABLES AND CONTRACT LIABILITIES

53,35350,960611,756

509,336(1) The majority of contract liabilities shown at the beginning of each reporting period are reclassified to revenue during that period.

4.9.

Other current liabilities

Other current liabilities break down as follows:
December 31, 2023

December 31, 2022

Tax and social security liabilities

36,32628,935

Other payables

4,290

3,008

40,616

31,943(In € thousands)

TOTAL OTHER CURRENT LIABILITIES

4.10. Other non-current liabilities
Other non-current liabilities include call-put options and forward contracts entered into as part of our acquisitions. Theirestimations are updated according to the latest available assumptions (see Note 4.4 - Other operating income (expense) andNote 2.3 - Business combinations) and break down as follows:(In € thousands)

Forward contract for the acquisition of the remaining 24% of SPI Music

December 31, 2023

December 31, 2022

13,204

12,149Call-put option for the acquisition of the remaining 49% of Jo&Co

-

5,120

Call-put option for the acquisition of the remaining 47% of MGM

3,269

3,176

16,473

20,446TOTAL OTHER NON-CURRENT LIABILITIES(1)Universal registration document 2023 - Believe

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 5
5.1.

PERSONNEL EXPENSES AND EMPLOYEE BENEFITS

Headcount

The table below shows the Group’s average full-time equivalent headcount, including external consultants in the countries inwhich the Group operates:(Full-time equivalent)

2023

2022

Average headcount over the year

2,028

1,846

5.2.

Employee benefits

Accounting policies
Employee benefits are all forms of compensation granted by the Group for services rendered by its employees or forthe termination of their employment. These benefits, measured in accordance with IAS 19 - Employee benefits, can be
broken down into four categories:●

short-term benefits (paid leave, paid sick leave, bonuses, etc.);●

post-employment benefits (pension benefits, social security benefits and supplementary retirement benefits);●

other long-term benefits (long-service awards, long-service leave, etc.);●

termination benefits.

Short-term benefits are those expected to be settled wholly before 12 months after the end of the annual reporting
period in which the employees provide the related services. They are recognized in current liabilities and recorded as
expenses when the employee provides the service. Post-employment benefits are described in Note 5.3 - Pensions
and other employee benefit obligations .
Termination benefits are expensed at the earlier of the following dates: when the Group can no longer withdraw theoffer of those benefits, or when the Group recognizes costs for a restructuring plan that is within the scope of IAS 37
and involves the payment of termination benefits.

Personnel expenses are broken down as follows, by type:(In € thousands)

Wages, salaries and payroll taxes(1)Post-employment benefit expenses
Share-based payments
Other employee benefits(2)TOTAL PERSONNEL EXPENSES
Consultants’ fees
Capitalized personnel expenses and consultants fees
’

(3)

2023

2022

(143,363)(124,400)

(145)

(131)

(7,983)(6,464)(4,940)(4,412)(156,431)(135,407)(18,070)(20,546)

15,584

17,033(158,918)(138,919)

TOTAL PERSONNEL EXPENSES, INCLUDING CONSULTANTS
AND NET OF CAPITALIZED PERSONNEL COSTS(1) The “Wages salaries and payroll taxes” item includes bonuses, incentives and profit-sharing payments.
(2) The “Other employee benefits” item includes employer contributions to benefit plans and supplementary health insurance plans.
(3) The “Capitalized personnel expenses and consultants’ fees” item includes staff in the IT, Product and Operations teams who develop the Group’s
technological platform.

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Consolidated financial statements at December 31, 2023

5.3.

Pensions and other employee benefit obligations

Accounting policies
There are two types of post-employment benefits:●●

defined contribution plans, where the Group pays fixed contributions into external funds. Under defined
contribution plans, the Group is under no legal or constructive obligation to make further payments if the funddoes not hold sufficient assets to pay all employee benefits relating to employee service in the current and priorperiods. Payments to defined contribution plans are expensed in the period in which the related services areprovided;defined benefit plans, under which the Group’s obligation is to provide the agreed benefits to current and former
employees. These obligations are recognized in liabilities at their present value, where appropriate less the fairvalue of plan assets in the funds allocated to finance such benefits.

The benefit obligations are assessed by an independent actuary who calculates the present value of the Group’s future
obligations at each reporting date using the projected unit credit method. Future payments are calculated based onassumptions with respect to salary increases, retirement age, mortality and employee turnover. They are thendiscounted to their present value based on the yield on high-quality corporate bonds with a term consistent with theestimated average term of the plan in question. The assumptions used for the periods presented are described in thissection.
Actuarial gains and losses resulting from changes to the calculation assumptions and experience adjustments arerecognized in other comprehensive income.
The net expense for the period, corresponding to current service cost plus past service cost where appropriate, isrecognized in operating expenses. The interest cost on the net defined-benefit liability (or asset) is included in net financial
income (expense) and corresponds to the impact of unwinding the discount on the obligations.

The Group has defined benefit obligations in four countries: France, Italy, Germany and India. The post-employment benefit
obligations net of plan assets recognized were respectively €25 thousand and €638 thousand at December 31, 2023
and 2022.
The benefit obligations and plan assets break down as follows:(In € thousands)

Post-employment benefit obligation at January 1

December 31, 2023

December 31, 2022

1,882

2,092

Current service cost

86

105

Interest cost (impact of unwinding the discount)

59

26

-

(5)

Changes in the scope of consolidation
Actuarial losses (gains)

(703)

(283)

●

Of which resulting from experience adjustments

(183)

140

●

Of which resulting from changes in assumptions

(520)

(423)

(36)

(53)

1,288

1,882

Benefits paid
POST-EMPLOYMENT BENEFIT OBLIGATION AT DECEMBER 31

Plan assets
In Germany, companies partially cover their pension obligations with funds outsourced to insurance companies, the present
value of which is as follows:
December 31, 2023

December 31, 2022

1,244

1,269

Actual return on plan assets

45-

Contributions paid28-

(In € thousands)

Value of plan assets at January 1

New plans/acquisitions/disposals
Benefits paid
VALUE OF PLAN ASSETS AT DECEMBER 31

-

-

(54)

(26)

1,263

1,244

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Financial statements
Consolidated financial statements at December 31, 2023

Defined benefit expense recognized in the income statement
2023

2022

Current service cost

86

105

Interest cost(In € thousands)

59

26

Notional return on plan assets--

Impact of the asset ceiling

-

-

145

131

DEFINED BENEFIT EXPENSE
RECOGNIZED IN THE INCOME STATEMENT

Maturity of benefits payable
Expected disbursements in 2024 are not significant.

Actuarial assumptions
December 31, 2023

December 31, 2022

France-Italy

Germany

France-Italy

Germany

Discount rate/rate of return on plan assets

4.09%

4.15%

3.68%

not available

Inflation rate

2.1%

-

2.4%

-

Salary increase rate

4.0% to 6.0%-

2.0% to 8.0%-

Average duration

28.8 years

13.7 years

29.5 years

not available

Sensitivity analysis
December 31,
2023 December 31, 2022
Impact of a 0.5% increase or decrease in employee turnover-7.8% / 7.5%

-7.5% / 2.4%

Impact of a 0.5% increase or decrease in the salary increase rate

7.0% / -6.5%

6.3% / -6.0%

Impact of a 0.5% increase or decrease in the discount rate

-6.4% / 7.1%

-6.9% / 7.6%

5.4.

Share-based payments

Accounting policies
Believe SA granted some of its employees and senior executives (i) founders' warrants (BSPCEs), (ii) sharesubscription warrants (BSAs) and (iii) Performance Shares (AP). These transactions are settled in equity instruments.
In accordance with IFRS 2 - Share-based payments, these plans are recognized as expenses over the vesting period of
the rights by reference to their fair value determined at the grant date. This expense is included in personnel
expenses with a matching entry to equity.

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Financial statements
Consolidated financial statements at December 31, 2023

Description of share-based payment arrangements and measurement of the fair value of benefits
Founder’s share subscription warrants (BSPCE) and share subscription warrants (BSA).
The terms and conditions for issuing BSAs and BSPCEs are as follows:

Plan

Authorization
dateIssue/
grant date

Peroption Number of
exercise
options
price authorized

Numberofoptions
grantedNumberof options
notgrantedNumberof options
canceled

Date ofGM forcancellation

Expiry ofexerciseperiod(1)07/01/2023,
2024 or 2025,
depending on
the tranche

BSPCE 201105/31/2011 07/01/2011€8.884

156,002

66,860-89,142

12/18/2012

BSA 2011

05/31/2011 07/01/2011€8.884

66,85833,429-33,42912/18/2012

BSPCE 201212/18/2012 11/07/2014€12.24

89,14273,542-

15,60011/25/2014

11/07/2024

BSA 2012

12/18/2012 11/07/2014€12.2433,42926,654-

6,775

11/25/2014

11/07/2024

BSPCE 2016-1

06/30/2016 06/30/2016€5.40

260,000--

06/30/2026

BSPCE 2016-2

06/30/2016 06/30/2016€5.40

155,000--

06/30/2026

BSA 2016-1

06/30/2016 12/31/2016€8.57

BSA 2016-2

06/30/2016 06/30/2016€5.40

BSPCE 201706/30/2016 09/04/2017€8.57

BSA 2017

06/30/2016 09/04/2017€8.57

15,000--09/04/2027

BSPCE 2018-1

10/15/2018 10/19/2018€9.18

845,000--

10/19/2028

BSA 2018-1

10/15/2018 10/19/2018

€9.18

-

-

10/19/2028

BSPCE 2019-1

10/15/2018 05/03/2019€14.75--05/03/2029

BSA 2019-1

10/15/2018 07/31/2019€14.75--07/31/2029

853,750

13,0007,240

393,210
10,3001,951,033

480,000

396,033

190,000
40,000--12/31/2026--

06/30/2026--

09/04/2027(1) Unless otherwise stated, the exercise period is 10 years from the grant date of the warrants.

The main data and assumptions underpinning the fair value measurement of benefits awarded under the Group's sharebased payment arrangements are as follows

Exercise
price(in €)

Maximum
vesting
period inyears

Value ofunderlying
share (in €)Average
10-year risktarget
free rate at volatility overmaturity
the period

PlanGrant date

Number ofoptions
grantedBSPCE 2016-1

06/30/2016

260,000

5.40

4

5.40

0.05%

52.6%

BSPCE 2016-2

06/30/2016

155,000

5.40

3

5.40

0.05%

52.6%

BSA 2016-1

12/31/2016

13,000

8.57

4

8.57

0.42%

49.7%

BSA 2016-2

06/30/2016

393,210

5.40

3

5.40

0.05%

52.6%

BSPCE 201709/04/2017

10,300

8.57

4

8.57

0.51%

47.8%

BSA 2017

09/04/2017

15,000

8.57

3

8.57

0.51%

47.8%

BSPCE 2018-1

10/19/2018

845,000

9.18

4

9.18

0.63%

44.2%

BSA 2018-1

10/19/2018

480,000

9.18

4

9.18

0.63%

44.2%

BSPCE 2019-1

05/03/2019

190,000

14.75

4

15.52

0.19%

40.0%

BSA 2019-1

07/31/2019

40,000

14.75

4

15.52

-0.25%

39.8%

The instruments are valued using a Black-Scholes-type model. Due to the Company’s profile, the expected dividend rate waszero, but the calculation took into account a sub-optimal early exercise probability. Expected volatility was determined basedon an industry sample of comparable companies using a multi-criteria approach. The risk-free rate used is based on theyield on 10-year eurozone government bonds.

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Financial statements
Consolidated financial statements at December 31, 2023

The BSPCE plan of November 7, 2014 provides that in theevent of a takeover bid made by a third party for 100% of
the share capital and voting rights (on a fully diluted
basis), the beneficiaries will have the option, with nolapsing effects, in the event of termination of the duties of
employees or corporate officers of the Company, toexercise all of the BSPCEs allocated to them on the day of
the final disposal. The BSA and BSPCE plans from June 30,
2016 provide that in the event of a transfer of Company's
shares to one or more third parties or to one or moreshareholders, acting alone or in concert within themeaning of Article L.233-10 of the French Commercial

Code covering more than 50% of the Company’s sharecapital (hereinafter a “Liquidity Event”):●●

BSAs and BSPCEs which are exercisable but not
exercised at the latest on the date of occurrence of a
Liquidity Event will automatically lapse and becancelled without formality;
BSAs and BSPCEs which are not exercisable on the dateof the occurrence of a Liquidity Event may not be
exercised and will automatically lapse and be cancelled
without formality, unless otherwise decided.

The change in these options over 2023 and 2022 is detailed below:
December 31, 2023

December 31, 2022

NumberNumber of
NumberNumber of options
options of options of options
outgranted
lapsed exercised
standing

Plan

Total
subscription
Totalamountsubscription
paid forNumber of amount paid
warrants Number of Number of
options for warrants
exercised
options
options
outexercised(in €)
lapsed exercised
standing(in €)

BSPCE 2011

66,860-66,860-€593,984-

66,860-€593,984

BSA 2011

33,429-33,429-€296,983-

33,429-€296,983

BSPCE 2012

73,5422,228

37,88833,426€463,749

2,228

37,88833,426€463,749

BSA 2012

26,654-26,654-€326,245-

26,654-€326,245

BSPCE 2016-1

260,000

1,042

8,958

250,000€48,373

1,042

8,958

250,000€48,373

BSPCE 2016-2

155,000

4,826

95,67454,500€516,640

3,813

72,68778,500€392,510

BSA 2016-1

13,000

7,000

5,000

1,000

€42,850

7,000

5,000

1,000

€42,850

BSA 2016-2

393,210183,000

182,21028,000€983,934

183,000

167,496

42,714€904,478

BSPCE 2017

10,300-10,300-€88,271-

10,300-€88,271

BSA 2017

15,00015,000---15,000---

BSPCE 2018-1

845,000

79,272

136,897628,831€1,256,714

79,27290,728675,000€832,883

BSA 2018-1

480,000

107,293

109,012263,695€1,000,730

107,293

82,707290,000€759,250

BSPCE 2019-1

190,000

70,00059,50060,500€877,625

70,0008,555

111,445€126,186

BSA 2019-1

40,0009,167

30,833-€454,787

9,167

30,833-€454,787

Each option in the plans listed in the table above gives the right to two ordinary shares, except for the 2011 and 2012 plans
which entitle the holder to 20 ordinary shares.

Reconciliation of options on shares in issue
The number and weighted average exercise price of stock options under stock option plans and replacement awards are as
follows:
December 31, 2023
(In € thousands)

In issue at January 1

270

December 31, 2022

Number ofstock options

Weighted average
exercise price

Number ofstock options

Weighted average
exercise price

1,482,085€8.7

1,642,563€8.9

Lapsed during the period(1,013)€5.4(15,419)€12.5

Exercised during the period(161,120)€10.1(145,059)€10.0

Granted during the period

-

-

-

-

IN ISSUE AT DECEMBER 31

1,319,952€8.6

1,482,085€8.7

Exercisable at December 31

1,319,952€8.6

1,469,583€8.7

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Financial statements
Consolidated financial statements at December 31, 2023

Performance Shares (AP)performance conditions, will vest in three tranches in
May 2025 after the Board of Directors has duly notedthat the performance conditions have been met;

The terms and conditions of the Performance Shareissues are presented below:●●●

on April 27, 2023, the Board of Directors decided to
grant 1,071,495 free shares subject to performance
conditions to certain Group employees. This number
may be increased to a maximum of 1,264,347 in theevent of outperformance. These free shares subject toperformance conditions will vest in four tranches in
April 2026 after the Board of Directors acknowledges
the achievement of the performance conditions;●on December 9, 2022, the Board of Directors decided
to grant 100,000 free shares subject to performance
conditions to one Group employee. This number may
be increased to a maximum of 113,333 in the event ofoutperformance. These free shares, subject toperformance conditions, will vest in three tranches in
September 2025 after the Board of Directors has duly
noted that the performance conditions have been met;on September 15, 2021, the Board of Directors decided
to grant 692,254 free shares subject to performance
conditions to certain Group employees. This number
may be increased to a maximum of 784,543 in theevent of outperformance. These free shares, subject toperformance conditions, will vest in three tranches in
September 2024 after the Board of Directors has duly
noted that the performance conditions have been met.

The free performance share allocation plan regulations
dated September 15, 2021, May 3 and December 9, 2022
and April 27, 2023 provide that if, during the vesting
period, (i) a public tender offer and/or exchange offer islaunched on the Company’s shares or (ii) a shareholder
acting alone or in concert holds more than 30% of theCompany’s share capital, the Board may, at its discretion,
decide to modify the performance conditions in order toassess them at the time of one of the above-mentioned
events or to remove any continued employment and/or
performance condition and consider that the shares are
vested early, subject to compliance with a minimum
vesting period of two years.

on May 3, 2022, the Board of Directors decided to grant697,322 free shares subject to performance conditions
to certain Group employees. This number may be
increased to a maximum of 790,298 in the event ofoutperformance. These free shares, subject to

The main data and assumptions underpinning the fair value measurement of benefits awarded under the Group's sharebased payment arrangements are as follows
Fair value
per share valued
Fairon the basis of avalue per share at
the grant date Monte Carlo model(in €)(in €)

Grant date

Maximum numberof free shares
granted subject toperformance
conditions

Estimatedachievement of
performance
conditions

AP 2021 - tranche 2

09/15/2021

230,751

N/A-

AP 2021 - tranche 1 and 3

09/15/2021

461,503106% / 100%

18.25

-

AP 2022 - tranche 2

05/03/2022

232,441

N/A

-

8.13

AP 2022 - tranche 1 and 3

05/03/2022

464,881

100%

11.34

-

AP 2022 - tranche 2

12/09/2022

33,333

N/A

-

6.05

AP 2022 - tranche 1 and 3

12/09/2022

66,667

100%

10.60

-

AP 2023 - tranche 3

04/27/2023

321,448

N/A

-

5.40

AP 2023 - tranche 1, 2 and 4

04/27/2023

750,047

100%

9.70

-

Plan

13.58

The change in these options over 2023 and 2022 is detailed below:
December 31, 2023

Plan

Number of Maximum
options number ofgrantedoptions

NumberNumberofofoptions
options
lapsed exercised

Numberofoptions
outstanding

December 31, 2022
Maximum
number of
NumberNumberoptions in of options of options
issue
lapsed exercised

Number Maximumof options number ofout- options instanding
issue

AP 2021692,254784,543

120,657-

571,597

571,597

98,696-

685,847

685,847

AP 2022797,322903,63151,759-745,563745,563--

903,631903,631

AP 2023

1,071,495

1,264,347

84,300-987,195

987,195

-

-

-

-

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Financial statements
Consolidated financial statements at December 31, 2023

Employee shareholding plan: b.shares 2022
In countries that meet the Group's eligibility and local
feasibility criteria, the Group offers employee beneficiariesof the offer the opportunity to become shareholders
through a special capital increase reserved for them. An
employee shareholding plan has been proposed for thesecond half of 2022. This plan allows them to subscribe
for Believe shares through a company mutual fund (FCPE)
at a subscription price of €6.90, corresponding to theaverage of the opening prices of Believe shares on the 20
trading sessions preceding the date of the decision, minus
a 20% discount. These shares are unavailable for a periodof five years (except in the event of early release provided
for by applicable local regulations). Employees bear therisk of a change in the share value in relation to thesubscription price. The subscription of shares under theGroup savings plan (PEG) allows employees to benefit
from a matching contribution from their employer.
A total of 337,457 shares were subscribed at a nominal
price of €0.005, representing a capital increase of €1.7
thousand and an increase in share premium of €2,286
thousand on November 3, 2022 (see Note 10.1 - Changes inshare capital). The total cost of the b.shares plan amounts
to €1,658 thousand, recognized in personnel expenses forthe fiscal year ended December 31, 2022, including social
security charges and employer contributions. Excluding
social security charges and employer contributions, thecost of the b.shares plan amounted to €578 thousand.

On February 12, 2024, a consortium formed of Denis deLadegaillerie, the EQT X fund and funds managed by TCV
announced its intention to launch, via a dedicated vehicle,
a takeover bid for the entire share capital of the Company.
This offer may be followed by a squeeze-out. However, inthe event of a takeover bid or public exchange offer for
the Company's shares, the FCPE's Supervisory Board is
responsible for deciding whether to tender the shares tothe offer:●●

If the FCPE decides to tender the shares to the offer,
the FCPE receives the total price of the shares in return,which is then reinvested in money-market products.
Subject to prior approval by the Autorité des Marchés
Financiers, the FCPE then merges with the most securefund offered under the PEG (money-market fund), andthe employees' assets remain frozen until the end of
the 5-year period (2027).
If the FCPE decides not to tender the shares to theoffer, the FCPE will remain invested in Believe shares.

It should be noted, however, that the FCPE is compelled tosell its shares as part of a squeeze out (which assumes
that the initiator of the takeover bid holds at least 90% of
the company's capital and voting rights). In this case, the
FCPE receives the price of the shares, which is thenreinvested in money-market products. Subject to priorapproval by the Autorité des Marchés Financiers, the FCPE
then merges with the most secure fund offered under the
PEG (money-market fund), and employees' assets remainfrozen until the end of the 5-year period (2027).

Expenses recognized in the income statement in respect of share-based payments
Expenses recognized in the income statement in respect of the Group's share-based payment arrangements, excluding
social security and employer matching contributions, can be analyzed as follows:(In € thousands)

2023

2022

BSPCE 2018-1-

246

BSA 2018-1-

174

BSPCE 2019-1

8

42

BSA 2019-1

-

(20)

3,035

2,484

AP 2022

2,355

1,543

AP 2023

1,667-

AP 2021b.shares 2022
TOTAL SHARE-BASED PAYMENTS

272

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578

7,064

5,048

www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

5.5.

Executive compensation

The compensation of the Group’s main executives
corresponds to the compensation of corporate officers
and independent directors' fees. The Group has one
corporate officer.

The amounts presented below in respect of theircompensation and recorded in the consolidated income
statement correspond to the amounts paid during theirterms of office. The key executives have not been granted
any post-employment benefits.

(In € thousands)

2023

2022

Compensation in respect of employment

387

376

Benefits in kind--

Share-based payments--

Compensation in respect of corporate officer positions

167

206

TOTAL EXECUTIVE COMPENSATION

555

581

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 6
6.1.

INTANGIBLE ASSETS AND PROPERTY, PLANT AND EQUIPMENT

Goodwill

Accounting policies
Goodwill represents the excess of the consideration paid for an acquisition over the fair value of the Group’s share of
the acquired entity’s net identifiable assets at the acquisition date. Goodwill is accounted for as described in Note 2.3– Business combinations.
It is measured at cost less any accumulated impairment losses. Goodwill is not amortized but is tested for
impairment at least once a year and whenever there is evidence that it may be impaired, in accordance with IAS 36(see Note 6.4 – Impairment tests on non-current assets). Impairment charged against goodwill cannot be reversed.

Changes in goodwill can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

107,705

98,875

Goodwill at January 1
Changes in the scope of consolidation(1)

Translation adjustments and others
GOODWILL AT DECEMBER 31

36,0175,556(2,525)

3,274

141,196

107,705(1) Amounts shown under “Changes in the scope of consolidation” relate to acquisitions completed (See Note 2.3 – Business combinations).

6.2.

Other intangible assets

Accounting policies
Intangible assets are initially measured:●at cost when they are separately acquired;●at fair value, separately from goodwill, when they are acquired as part of a business combination.

The Group’s intangible assets include the following items:●

software;●internally developed software;●

relationships with artists and labels;●

brands;●catalogs.

Start-up and research costs are directly expensed as in the fiscal year in which they are incurred.
Development costs are recognized within intangible assets if the Group can demonstrate all of the following:●

the technical feasibility of completing the intangible asset so that it will be available for use or sale;●

its intention to complete the intangible asset and use or sell it;●

its ability to use or sell the intangible asset;●

how the intangible asset will generate probable future economic benefits;

●

●

274

the availability of adequate technical, financial and other resources to complete the development and to use or
sell the intangible asset;
its ability to measure reliably the expenditure attributable to the intangible asset during its development.

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Financial statements
Consolidated financial statements at December 31, 2023

If the above cannot be demonstrated, the development costs are expensed.
After initial recognition, intangible assets are recognized using the amortized cost model and amortized on a straightline basis over their estimated useful lives, as follows:
software:internally developed software:● relationships with artists and labels:● catalogs:●●

1 year;3 years;
10 years;
3 to 10 years.

Since brands have an indefinite useful life, they are not amortized but are tested for impairment at least each year or
whenever there is evidence that they may be impaired (see Note 6.4 – Impairment tests on non-current assets).

Other intangible assets
Other intangible assets are broken down as follows:
December 31, 2023

(In € thousands)

Depreciation,Grossamortization
value and impairment

Catalogs(1)70,536

Concessions, patents
and similar rights(28,060)

December 31, 2022
Carrying
amount

Gross
value

Depreciation,amortizationand impairment

Carrying
amount42,47638,074(21,905)

16,1692,507(1,663)

844

2,409

(1,713)695

Software(2)117,943(82,775)

35,16892,420(57,780)

34,641

Brands(3)28,017(3,898)24,12024,909-24,909Relationships with artists andlabels(4)58,452(38,158)

20,294

52,633(23,317)

29,316

Other intangible assets

3,163(1,723)

1,441

3,127

(1,684)

1,444

Intangible assets in progress(5)11,229-11,22914,804-

14,804

291,848(156,276)

135,572

228,378(106,399)

121,979

TOTAL OTHER INTANGIBLE ASSETS(1) The increase in catalogs is mainly related to the acquisition of the White Hill's catalog, a catalog of top Punjabi music.
(2) The increase in software is mainly attributable to the commissioning of capitalized development costs.
(3) The increase in brands is mainly related to the final allocation of the acquisition price of Morning Glory Music (see Note 2.3 – Business combinations)and the favorable impact of hyperinflation in Turkey.
(4) The change in relationships with artists and labels is mainly related to the provisional allocation of the acquisition price of Sentric Music Group (see Note
2.3 - Business combinations) and the favorable impact of hyperinflation in Turkey.
(5) The remainder primarily relates to capitalized development costs associated with the Group’s technology platform.

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Financial statements
Consolidated financial statements at December 31, 2023

Changes in other intangible assets
Changes in intangible assets can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

At January 1

121,979

118,118

9,500

4,291

Purchase price allocation(1)Capitalized development costs

17,931

19,826

Other acquisitions/additions

30,753

6,030

Changes in the scope of consolidation(3)

3,365

170

Depreciation and amortization(36,555)(33,412)

Impairment(4)(13,276)-(2)

Disposals/decreases
Translation adjustments and others(5)AT DECEMBER 31

(41)

-

1,917

6,956

135,572

121,979(1) Amounts shown under “Purchase price allocation” relate to acquisitions completed as described in Note 2.3 – Business combinations.
(2) Capitalized development costs primarily relate to the Group’s technology platform.
(3) The “Changes in scope” item is mainly related to the acquisition of Sentric Music Group.
(4) The “Impairment” line includes impairment losses on "Brands" and "Relationships with artists and labels" calculated using the latest available
assumptions to determine the recoverable amount of these assets (see Note 6.4 - Impairment tests on non-current assets).
(5) Including restatement related to hyperinflation

6.3.

Property, plant and equipment

Reconciliation of carrying amounts(In € thousands)

Property, plant and equipment owned outright

December 31, 2023

December 31, 2022

6,088

6,987

Property, plant and equipment – right-of-use assets

24,872

20,101TOTAL PROPERTY, PLANT AND EQUIPMENT

30,96027,087

Property, plant and equipment owned outright

Accounting policies
Property, plant and equipment acquired are initially measured at cost, including all expenses directly attributable tothe acquisition. Any subsequent costs incurred in respect of property, plant and equipment are expensed as
incurred, unless they are designed to extend the asset’s useful life. Property, plant and equipment acquired as partof a business combination are recognized at fair value, separately from goodwill.
Property, plant and equipment are depreciated on a straight-line basis over their estimated useful lives. These are as
follows:

276●

Fixtures:●IT equipment:●

Furniture:

1 to 10 years;
3 years;
1 to 10 years.

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Financial statements
Consolidated financial statements at December 31, 2023

Property, plant and equipment owned outright are broken down as follows:
December 31, 2023

(In € thousands)

Depreciation,Grossamortization
value and impairment

Fixtures, fittings, generaland technical installations

8,972

December 31, 2022
Carrying
amount

Gross
value

Depreciation,amortizationand impairment

Carrying
amount(5,037)

3,934

8,444

(3,754)

4,690

Office equipment

4,609(3,341)

1,269

4,159

(2,729)1,429

IT equipment

2,901(2,439)

463

2,818

(2,260)559

Other property, plant andequipment

1,214

(826)

387

930

(683)

248

35

-

35

61

-

61

17,731(11,643)

6,088

16,412(9,426)

6,987

Property, plant and equipmentin progress
TOTAL PROPERTY, PLANT AND
EQUIPMENT OWNED OUTRIGHT

Table of changes in property, plant and equipment owned outright
Changes in property, plant and equipment can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

At January 1

6,987

8,811

Acquisitions/additions

1,595

580

63

64

(2,518)(2,560)

(18)

(20)

Changes in the scope of consolidation
Depreciation
Disposals/decreases
Translation adjustments and others
AT DECEMBER 31

(21)

111

6,088

6,987

Leases: right-of-use assets

Accounting policies (Group as lessee)
Any lease that grants the lessee the right to control the use of an identified asset for a period of time in exchange forconsideration falls within the scope of IFRS 16. The Group's lessee companies recognize all leases as assets in thestatement of financial position in the form of a right-of-use asset in exchange for a lease liability, with the exceptionof leases with a term of less than twelve months, in accordance with the exemption offered by the standard. The
lease liability is initially determined on the basis of the present value of unpaid lease payments at that date,discounted at the interest rate implicit in the lease if this rate is readily available, or at the incremental borrowing
rate specific to the country, terms and conditions and currency of the contract, adjusted for a risk related to thelessee entity or the leased asset where required. Lease payments include fixed payments, variable payments that
depend on an index or a rate, and payments under any options that the Group is reasonably certain to exercise.
Following initial measurement, the lease liability is reduced by the lease payments made and increased by theinterest expense. It is remeasured to reflect any modifications to future lease payments in the event of renegotiation
with the lessor, a change in the index or the rate or the reassessment of the options. When the lease liability isrevalued, the corresponding adjustment is reflected in the right-of-use asset, or the income or loss if the right-of-use
asset has already been reduced to zero in the case of a reduction in the rental scope. The right-of-use asset
determined at inception comprises the initial lease liability, initial direct costs and any obligations to renovate theasset, less any benefits granted by the lessor. Right-of-use assets are amortized over the term of the contract. A
depreciation expense is recognized in the income statement under operating income (loss), while the interest
expense is recognized within financial items. To reflect the tax impact of this consolidation adjustment, deferredtaxes are recognized.
The lease term used corresponds to the non-cancelable period, together with periods covered by an extension
option if the lessee is reasonably certain to exercise that option and by a termination option if the lessee isreasonably certain not to exercise that option.

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Financial statements
Consolidated financial statements at December 31, 2023

Property, plant and equipment held in the form of right-of-use assets can be analyzed as follows:
December 31, 2023

December 31, 2022

(In € thousands)

Depreciation,Grossamortization
value and impairment

Buildings

41,415(19,920)

21,49532,423(18,162)

14,261

IT equipment

7,600(4,398)3,202

10,100(4,544)

5,556

445

(270)

176

578

(294)

284

49,461(24,588)

24,872

43,101(23,000)

20,101

Vehicles
TOTAL PROPERTY, PLANT AND
EQUIPMENT – RIGHT-OF-USE
ASSETS

Carrying
amount

Gross
value

Depreciation,amortizationand impairment

Carrying
amountTable of changes in right-of-use assets
Right-of-use assets comprise leased premises (primarily the commercial lease of Believe’s registered office premises inFrance), vehicles and IT equipment. Changes in right-of-use assets are broken down as follows:(In € thousands)

December 31, 2023

December 31, 2022

At January 1

20,101

22,400New leases

15,873

6,212

Termination and early termination of leases(3,054)-

Depreciation and impairment(8,953)(8,885)629-

Changes in the scope of consolidation
Translation adjustments and others
AT DECEMBER 31

277

374

24,872

20,101

Amounts recognized in the income statement in respect of leases
The amounts recognized in net income (loss) in respect of leases can be analyzed as follows:(In € thousands)

Amortization of lease rights
Interest expense on lease liabilities
TOTAL RECOGNIZED IN NET INCOME (LOSS)

2023

2022

(8,953)(8,885)(1,196)(529)(10,149)(9,414)

Amounts recognized in the statement of cash flows
Cash outflows attributable to leases represented €10,622 thousand at December 31, 2023 and €6,836 thousand at
December 31, 2022.

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Financial statements
Consolidated financial statements at December 31, 2023

6.4.

Impairment tests on non-current assets

Accounting policies regarding impairment tests
IAS 36 - Impairment of assets specifies that an asset is to be impaired when its carrying amount is higher than its
recoverable amount, the recoverable amount of an asset or group of assets being the higher of its fair value lesscosts to sell and its value in use. The value in use is determined on the basis of estimated future cash flow
projections (the method known as “discounted cash flows” or “DCF”) discounted at a rate that reflects the time value
as well as the risks specific to the asset or cash-generating unit tested. The impairment test consists of comparing therecoverable amount of a fixed asset with its net carrying amount and reducing the asset to its recoverable amountby recognizing the impairment.
Non-current assets are grouped into cash-generating units (CGUs) for the purpose of the tests. A CGU is the smallest
group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows
from other assets or groups of assets. The CGUs or groups of CGUs to which goodwill has been allocated are tested
for impairment at least once a year, or whenever there is evidence that they may be impaired.

CGUs and groups of CGUs tested by the GroupIFRS 8 – Operating segments

CGUs/groups of CGUs

Premium Solutions

Premium Solutions group of CGUs

Automated Solutions

Automated Solutions group of CGUs

Impairment tests

Cash flow projections are based on five-year financial
budgets approved by management. Cash flows beyond
this period are extrapolated using the estimated growth
rates indicated below. These growth rates are consistent
with the forecasts included in the reports for theindustries in which the Group does business.

The Group considers that there is no evidence ofimpairment of property, plant and equipment, intangible
assets, right-of-use assets or investments in equityaccounted companies between January 1, 2023 andDecember 31, 2023.

Impairment testing approach and assumptions
used
The Group tests goodwill for impairment each year,
generally at the end of the reporting period. For the 2023
reporting period, the recoverable amount of the CGUs
and groups of CGUs was determined based on their value
in use. This required the Group to make use ofassumptions, notably concerning the discount rate,
perpetuity growth rate and expected cash flows,
depending on the economic environment in which theGroup operates.

CGU (or group of CGUs) tested

The discount rate corresponds to the weighted average
cost of capital (WACC) of the sector for each CGU andgroup of CGUs and depends on the geographical area(s) inwhich the transactions occur.
The following table summarizes the key assumptions
used, along with the carrying amount of the goodwill andbrands tested for impairment as part of the CGU or groupof CGUs to which they were allocated (corresponding to
the same level as the operating segments):

Key assumptions and carrying

amounts (in € thousands)

Discount rate
Premium Solutions group of CGUs

Automated Solutions group of CGUs

Perpetuity growth rate

December 31, 2023

December 31, 2022

12.9%

14.3%

1.9%

3.7%

Carrying amount of goodwill

86,922

89,226

Carrying amount of brands

17,785

18,346

Discount rate

10.7%

10.6%

Perpetuity growth rate

3.0%

2.8%

Carrying amount of goodwill

54,274

18,479Carrying amount of brands

6,335

6,563

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Financial statements
Consolidated financial statements at December 31, 2023

Results of the impairment tests
Between January 1, 2022 and December 31, 2023, no impairments were recognized against CGUs or groups of CGUs.

Sensitivity of impairment tests
At the date of each impairment test (2022 and 2023), theGroup analyzed the test’s sensitivity to changes in themain assumptions used to determine the recoverable
amount of the CGUs and groups of CGUs being tested. An
increase or decrease of 1 point in the discount rate andNOTE 70.5 point in the perpetuity growth rate, and of 1 point in
the EBITDA margin, and 0.5 point in the revenue growthrate (over the period of the business plan), would not leadto the recognition of any impairment loss.

PROVISIONS AND CONTINGENT LIABILITIES

Accounting policies
The Group recognizes a provision whenever it has a present legal or constructive obligation arising as a result of apast event which is likely or certain to result in an outflow of resources embodying economic benefits to third parties
and can be estimated reliably. Provisions are shown as either current or non-current liabilities, depending on when
the underlying event is expected to occur and taking into account the assumptions deemed most likely at thereporting date. A contingent liability corresponds to:●●a possible obligation that arises from past events and whose existence will be confirmed only by the occurrenceor non-occurrence of one or more uncertain future events not completely within the control of the Group;a present obligation that arises from past events but is not recognized because it is not probable that an outflow
of resources embodying economic benefits will be required to settle the obligation, or the amount of theobligation cannot be measured with sufficient reliability.

Description of the main provisions and contingent liabilities
As of December 31, 2023 and 2022, provisions mainly
consist of pension commitments detailed in Note 5.3 Pension and other employee benefit obligations. There was280

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no significant provision for litigation at December 31, 2023
and December 31, 2022.

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 8
8.1.

FINANCING AND FINANCIAL INSTRUMENTS

Financial assets and liabilities

Accounting policies
The Group recognizes a financial asset or liability when it becomes a party to the contractual provisions of the
instrument in accordance with IFRS 9 Financial Instruments. A financial asset (unless it is a trade receivable with nosignificant financing component) or a financial liability is initially measured at fair value plus, for an item that is not atfair value through profit or loss, transaction costs that are directly attributable to its acquisition or issuance. Trade
receivables with no significant financing component are initially measured at their transaction price as defined by
IFRS 15.
Financial assets
On initial recognition, financial assets are classified in one of the three following categories:●

amortized cost;●fair value through other comprehensive income, separating debt instruments from equity instruments;●

fair value through net income.

This classification depends on:●

the contractual cash flow characteristics of the financial asset;●

the Group’s business model for managing the financial asset.

A financial asset is measured at amortized cost and not designated at fair value through net income if both of thefollowing conditions are met:●●

it is held within a business model whose objective is to hold financial assets in order to collect contractual cash
flows;
its contractual terms give rise on specified dates to cash flows that are solely payments of principal and intereston the principal amount outstanding.

This is the case of the Group’s security deposits and trade receivables. Security deposits are included in non-current
assets as they fall due more than 12 months after the reporting date. Trade receivables are included in current
assets because they are due within 12 months of the reporting date. To date, the Group does not hold any financial
assets at fair value through other comprehensive income.
All financial assets which are not classified at amortized cost or at fair value through other comprehensive income
are carried at fair value through net income. This applies to the Group’s investments in non-consolidated companies.
Financial liabilities
In accordance with IFRS 9, financial liabilities are classified at amortized cost or at fair value through net income.
Currently, all other financial liabilities are initially recognized at fair value less transaction costs, and subsequently atamortized cost using the effective interest method. They are shown as current or non-current liabilities dependingon their maturity. The amount of interest recognized in financial expenses is determined by applying the effective
interest rate of the loan to its carrying amount. Current financial liabilities include trade payables.
The Group derecognizes a financial liability when its contractual obligation is discharged or cancelled or expires. A
financial liability is also derecognized when there is a substantial modification of its terms which also significantly
modify its cash flows, in which case a new financial liability is recognized at fair value. When a financial liability
measured at amortized cost is modified without derecognition, a gain or loss is recognized in profit or loss. The gainor loss reflects the difference between the initial contractual cash flows and the present value of the modified cash
flows discounted at the original effective interest rate.

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Financial statements
Consolidated financial statements at December 31, 2023

Non-current financial assets
The Group’s non-current financial assets can be analyzed as follows:
December 31, 2023

(In € thousands)

December 31, 2022

Investments in non-consolidated companies

1,188

656

Loans, deposits and other financial receivables – non-current portion(1)

8,388

5,888

TOTAL NON-CURRENT FINANCIAL ASSETS

9,576

6,544

(1) Loans, deposits and other financial receivables consist mainly of security deposits paid under property leases and to loans granted to the Group’s
associates.

Current financial assets
Current financial assets held by the Group mainly
correspond to the liquidity contract and escrow accounts
related to Believe’s Live productions.
Believe has appointed NATIXIS and ODDO BHF SCA to
implement a liquidity and market screening contract on its
ordinary shares, starting on July 13, 2021, for a period of
one year tacitly renewable. This contract, renewed in 2022
and 2023, complies with the decision of the French
Financial Markets Authority (Autorité des marchés financiers- AMF) No. 2021-01 of June 22, 2021. It complies with theCode of Ethics of the Association française des marchés
financiers (AMAFI). This contract covers the management
by ODDO BHF SCA of BELIEVE shares on the regulated
market of Euronext Paris.
In view of the filing of the proposed public tender offer
announced on February 12, 2024 by the consortium
composed of Denis Ladegaillerie, the EQT X fund andfunds managed by TCV, the Company suspended theliquidity contract. (see Note 12.4 - Events after the reporting
period").

Fair value of financial assets and liabilities

Accounting policies
Fair value is defined as the price that would be received for the sale of an asset or that will be paid for the transfer ofa liability in a normal transaction between market participants at the measurement date. Fair value is based onmarket data and commonly used valuation models and can be confirmed in the case of complex instruments byreference to securities quoted by independent financial institutions.
Fair value measurement hierarchy
IFRS 13 – Fair Value Measurement establishes a hierarchy of measurement techniques for financial instruments.
●

●

●

282

Level 1: inputs directly based on quoted prices (unadjusted) in active markets for identical assets or liabilities thatthe entity can access at the measurement date;
Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either
directly or indirectly;
Level 3: prices established using valuation techniques drawing on unobservable inputs for the asset or liability.

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Financial statements
Consolidated financial statements at December 31, 2023

Carrying amount and fair value of financial assets and liabilities by category
December 31,
2022

December 31, 2023

(In € thousands)

AssetsFair
Fair value
and
value
through liabilities
throughotherat
net comprehen amortizedincome sive income
cost

Fair value
hierarchy

Carrying
amountFair
valuelevel 2

1,188

1,188

1,188

-

Investments in non-consolidated
companies

Carrying
amount-656

Loans, deposits and other financial
receivables – non-current portion

-

8,388

-

-

-

8,388

5,888

Trade receivables-

200,203---200,203

158,456

Current financial assets

level 1

1,354

1,028

1,028

-

325

947

Cash andcash equivalents

level 1TOTAL FINANCIAL ASSETSBank borrowings and debt – noncurrent portion
Other non-current liabilities
Bank borrowings and debt – current
portion, including bank overdrafts
Derivative financial instrumentswith a negative fair value
Trade payables
TOTAL FINANCIAL LIABILITIES

214,221214,221214,221--

303,345425,354

216,437

216,437-

208,916

469,292

-

536

-

-

-

536

1,178

level 3

16,473

16,473

16,473--

20,446

-

906

-

-

-

906

1,727

level 2

33

33

33

-

-

559

-

558,403---

558,403458,377

576,352

16,506

16,506-559,846482,287

There were no changes in the fair value hierarchy in 2022-2023.

8.2.

Management of financial risks

Counterparty risks
The Group may be exposed to the default of one of thebank counterparties that manages its cash or currency
swaps.
The Group is a creditor of streaming and social media
platforms, which must pay for the content it makes
available to them. The payment period for amounts due
under the Group’s main contracts is generally between 30
and 60 days following receipt of the invoice or the end of
the calendar month of the current period.
Risk control and mitigation measures
The Group uses leading financial institutions for its cash
investments and swaps. It therefore considers that it does
not bear any significant counterparty risk on its cash or
financial instruments. The Group regularly monitors
receivables from streaming and social media platforms.
Potential impacts on the GroupThe Group is also exposed to the risk of default of one ormore streaming and social media platforms. These
platforms may not pay the amounts due or may pay themoutside the deadlines provided for in the contract enteredinto with the Group.

Liquidity risk
Liquidity risk is the risk of not having funds needed tomeet commitments at maturity. This includes, on the one
hand, the risk that, if necessary, advances to certain artists
may not be recovered quickly. On the other hand, it
includes the risk of early repayment of commitments to
producers or the risk of an inability to access credit on
satisfactory terms.
The Group grants (non-interest-bearing) advances tocertain producers, which are recovered in the longer or
shorter term from the repayments to be made by theGroup. The Group is thus exposed to the risk of not being
able to recover these sums if sales values are insufficient.
Sales values are notably reflected in the number of
streams generated by the content of these producers
made available on the platforms. These advances, which
are recognized as assets on the statement of financial
position when they are paid, may also be subject toimpairment. If there is any doubt as to their recoverability,
an impairment loss is calculated on the basis of an
estimate of the amount to be recovered until the end of
the contract.
Advances retained as assets are broken down into acurrent portion and a non-current portion. The current
portion corresponds to the portion that the Group
expects to recover within the 12 months following thereporting date. The increase in the amount of
unrecovered advances over the last three financial years isdue to the growth of the Group’s activities.

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Financial statements
Consolidated financial statements at December 31, 2023

This increase is also due to its strategy to offer additional
services to artists and labels. Advance payments are oneof the services offered to artists to support their careerdevelopment. The Group intends to continue to apply thisstrategy in the future, which will have the effect ofincreasing the amount of advances and amplifying the risk
described above.
The Group is required to pay to artists and labels apercentage of the amounts paid by the digital service
providers in exchange for delivering content. There is anuncertainty as to the timing and frequency of producers’
demands for payment of these amounts. The
assumptions made by the Group for cash management
are based on the relative stability of the working capitalrequirement. The Group’s assumptions are based on thehistorical observation of payment deadlines and thefrequency of payment requests to artists, which are
relatively constant over time.
In a crisis context, the Group may not be able to obtain (orobtain under unacceptable terms) the financing or
refinancing necessary for its growth.
Risk control and mitigation measures
Advances to artists and labels are subject to a strict
analysis and validation process. The objective of thisprocess is to ensure the validity and consistency of theamount to be granted. The Group also monitors therecovery of advances granted to artists and labels on aregular basis.
Potential impacts on the GroupIf the Group were not able to grant a volume of advancesin line with the demand from artists and labels, this could
affect its ability to attract new producers. The Group has
no contractual obligation towards the artists and labels to
grant advances. The occurrence of these risks could callinto question the attractiveness of the Group’s offeringand have a material adverse effect on its results andoutlook.

Risks related to foreign exchange rates
The Group conducts a significant portion of its businesson the international stage. As a result of its exposure to
currencies other than the euro, it is therefore subject toforeign exchange risk mainly in respect of its operations.
The euro is the functional currency of the Company and isused for the presentation of the Group’s consolidated
financial statements.
Transaction riskThis risk arises from the existence within Group
companies of receivables or payables denominated in acurrency different from the functional currency of thesubsidiary.
In order to assess this risk globally, short-term payables(liabilities) and receivables (assets) (including cash pooling)in currencies other than the functional currency of thesubsidiary.
Financial exchange rate risk
As no subsidiaries carry substantial external bank debt
denominated in a currency other than their functional
currency, this risk is not considered material.
Fluctuations in exchange rates could also have an impact
on the amounts paid to the Group by digital service
providers. The digital service providers invoice their endusers for subscriptions in local currencies and this amountis then converted (e.g. into euros) in accordance with theapplicable contractual provisions. The exchange rates
applied for conversions are regularly reviewed against
market rates. The local currencies in which subscriptions
are charged by the digital service providers to their users
could depreciate (or appreciate) against the contractual
currency (e.g. the euro). As a result, the converted revenue
base used to calculate the amounts to be paid to the Groupwould be reduced (or increased). Such a situation would
reduce or increase the amount of payments received by theGroup and consequently its revenue.
Risk control and mitigation measures
Since the second half of 2021 as part of its transactional
currency risk management, the Group has set up a risk
hedging policy by establishing mirror asset/liability
positions for certain currencies, thus limiting its exposure
to risk.

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Financial statements
Consolidated financial statements at December 31, 2023

Analysis of the sensitivity of the net foreign currency risk exposure
The tables below present the net position, as at December 31, 2023, in the Group’s main foreign currencies, along with theimpact of a 5% increase or decrease in each currency against the euro:(In thousands of the currency)
Current assets

CAD

CNY

GBP

INR

JPY

TRY

USD

5,220

37,09145,553

994,583

5,928,664

275,976

99,040Current and non-current liabilities(18,023)(14,559)(57,489)(317,093)(5,332,861)(155,668)(206,652)

Net position before hedging(12,803)

22,531(11,937)

677,490595,804

120,308(107,613)

Off-balance sheet position(1)

-

-

5,300

-

-

-

114,000

Net position after hedging
at December 31, 2023

(12,803)

22,531(6,637)

677,490595,804

120,308

6,387

Rate at December 31, 2023

1.46427.85090.869191.9045156.3300

32.65311.1050

Value (in € thousands)(8,744)2,870(7,637)

7,372

3,811

3,684

5,780

Rate assuming 5% increase

1.39457.47700.827787.5281148.8857

31.0982

1.0524

Value (in € thousands)(9,181)

3,013(8,019)

7,740

4,002

3,869

6,069

(437)

143

(382)

369

191

184

289

Rate assuming 5% decrease

1.54138.26410.914896.7416164.5579

34.37171.1632

Value (in € thousands)(8,307)2,726(7,255)

7,003

3,621

3,500

5,491

437

(143)

383

(369)

(191)

(184)

(289)

5% increase

Impact of a 5% increase (in € thousands)
5% decrease

Impact of a 5% decrease (in € thousands)(1) The Group only uses currency swaps as part of its cash management policy.

Risks related to interest rates
Risk management
The Group’s exposure to interest rate risk is due to theexistence of floating-rate debt, the cost of which may varyover the medium term in line with fluctuations in interest

rates. Believe does not have any floating-rate debt and istherefore not subject to interest rate risk.

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Financial statements
Consolidated financial statements at December 31, 2023

8.3.

Gross debt

Definition of gross debt
Gross debt includes bank borrowings and debt net of deferred financing costs, lease liabilities, accrued interest not yet due,and bank overdrafts. The Group's gross debt breaks down as follows:
December 31, 2023

(In € thousands)

Bank borrowings and debt – non-current portion
Lease liabilities – non-current portion
Deferred financing costs
TOTAL NON-CURRENT BORROWINGS AND DEBT

December 31, 2022

900

1,800

20,97318,485

(364)

(622)

21,51019,663

Bank borrowings and debt – current portion

1,125

1,937

Lease liabilities – current portion

9,178

10,497

Currency swap(1)

33

559

Deferred financing costs

(255)

(255)

Accrued interest

300

73

Bank overdrafts--

TOTAL CURRENT BORROWINGS AND DEBT

10,381

12,811TOTAL GROSS DEBT

31,891

32,474(1) The Group only uses currency swaps as part of its cash management policy. These swaps do not qualify as hedging contracts.

Bank borrowings and debt and lease liabilities by maturity
The tables below present bank borrowings and debt and lease liabilities by maturity. Deferred financing costs, swaps, bankoverdrafts and accrued interest are not included in the table below.
December 31, 2023

(In € thousands)

Due
Due in between
less than
one andone year five years

Due inmorethan five
years

Due
Due in between
less than one andTotal one year five years

Due inmorethan five
years

Total

BPI loans

1,125

900

-

2,025

1,937

1,800

-

3,738

Lease liabilities

9,178

20,665308

30,152

10,497

18,209276

28,982

10,303

21,565308

32,177

12,43520,009276

32,720TOTAL

Description of bank borrowings and debt
Certain borrowings and debt are subject to covenants.
Where applicable, these were complied with in the periods
in which the borrowings in question were drawn.
Revolving Credit Agreement
The Group entered into a Revolving Credit Agreement on
May 6, 2021 (the “Revolving Credit Agreement”) with a
syndicate of international banks (the “Lenders”), for a termof five years from the settlement-delivery date of theCompany’s IPO. The Revolving Credit Agreement isgoverned by French law. The drawdown of the amounts

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made available to the Group by the Lenders under the
Revolving Credit Agreement is subject to certain conditions.
Credit line

The Revolving Credit Agreement provides for a revolving
credit line of €170 million, each drawn amount being
repayable at the end of the applicable interest period.
Issue costs of €1.3 million were recognized in the
consolidated statement of financial position under“Current borrowing and debt” and “Non-current
borrowing and debt”.
As of December 31, 2023, this credit line is undrawn.

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Financial statements
Consolidated financial statements at December 31, 2023

Interest and fees

The loans under the Revolving Credit Agreement will bearinterest at a variable rate indexed to Euribor, plus theapplicable margin in each case. The applicable margin is
initially set at 0.80% per annum, with an upward or
downward ratchet mechanism. The following fees will also
be payable: (i) a commitment fee due in respect of each
Lender’s available credit commitment under the revolving
credit line at a rate of 35% of the applicable margin and (ii)a utilization fee due in respect of drawings under the
revolving credit line above a certain threshold at a rate of
between 0.10% per annum and 0.15% per annum andvarying according to the proportion of the revolving credit
line drawn.
The table below sets out the spread of the margins foreach of the credit facilities based on the Group’s total net
debt to pro forma consolidated EBITDA ratio, as defined in
the Revolving Credit Agreement. The margins will be
reviewed twice a year by testing the ratio at six-monthintervals. The ratio will first be tested exactly six (6)months after the settlement date.
Leverage ratio (total net debt/
pro forma consolidated EBITDA)

ApplicablemarginLess than or equal to 0.5x

0.80%Greater than 0.5x and less thanor equal to 1.0x

0.90%Greater than 1.0x and less thanor equal to 1.5x

1.15%Greater than 1.5x and less thanor equal to 2.0x

1.20%Greater than 2.0x and less thanor equal to 2.5x

1.35%

Total net debt is defined in the Revolving Credit
Agreement as the Group’s consolidated debt, excluding
intragroup debt and obligations related to interest rateand currency hedging instruments and after deducting
cash and cash equivalents. The definition of pro forma
consolidated EBITDA provided in the Revolving Credit
Facility Agreement is based on “Operating income (loss)”,
adjusted mainly for depreciation, amortization andimpairment of the Group’s assets, “Other operating
income (expense)”, and shared-based payments.
Mandatory or voluntary prepayment events

The Revolving Credit Agreement authorizes voluntary
early repayment subject to prior notice and a minimum
amount. In addition, the Revolving Credit Agreement
provides for early repayment and/or cancellation in theevent of a change of control, at the request of any lender
within 15 business days of receipt of notification by the
Loan Officer to the lenders of notification by the Company
to the Loan Officer of the occurrence of such an early
repayment/cancellation event. The undrawn loans
concerned will be cancelled on receipt by the Credit
Officer of the request from the lender(s) concerned, andthe outstanding drawings concerned must be repaid
within 15 working days of receipt by the Credit Officer ofthe request from the lender(s) concerned. On February 12,2024, the Consortium composed of Denis Ladegaillerie,the EQT X fund and funds advised by TCV has agreed toacquire the stakes of TCV Luxco BD S.à r.l., Ventech and
XAnge, historical shareholders of Believe, representing
respectively 41.14%, 12.03% and 6.29% of Believe shares(“Acquisition of Blocks”). It is also envisaged that Denis
Ladegaillerie, founder of Believe, will contribute part of his
shares in the Company to the consortium (representing
11.17% of the share capital) and sell the remaining portion(representing 1.29% of the share capital). These
acquisitions and contributions would increase theconsortium's stake in the Company to 71.92% (for further
details on these transactions, see note 12.4 – Events after thereporting period). Should the Block Acquisitions becompleted, the consortium would take control of theCompany, thus constituting a change of control under theterms of the Revolving Credit Agreement.
BPI loans
BPI loan (€5.0 million, 2.82%, due 2023)

In December 2015, the Group was granted a loan from the
BPI for €5 million and a term of seven years (the maturity
schedule has an initial amortization period of eightquarters), with a fixed annual effective interest rate of
2,82%. This borrowing is subject to financial covenants:●●●

a guarantee under the French National Guarantee
Fund for Equity Loans, representing 70% of the amountoutstanding;a life insurance policy taken out by Denis Ladegailleriefor €1.6 million;
an amount of €250,000 has been retained by the
Lender as cash collateral on the amount loaned andwill be remunerated at the CNO TEC 5 (Constant
Maturity Treasury) rate for the month prior to thepayment.

At December 31, 2023, the Group had repaid the entire
BPI loan of € 5 million.
BPI loan (€500 thousand, interest-free, due 2023)

In April 2017, the Group was granted an interest-freeinnovation loan by the BPI for €500 thousand and a termof 23 quarters, including an additional grade period.
At December 31, 2023, the Group had repaid the entire
BPI loan of €500 thousand.
BPI loan (€1.0 million, 4.03%, due 2024)

In April 2017, the Group was granted a loan from the BPI
for €1.0 million and a term of seven years (the maturity
schedule has an initial amortization period of eightquarters), with a fixed annual effective interest rate of
4.03%. This borrowing is subject to financial covenants:●●●

a guarantee under the French National Guarantee
Fund for Innovation Loans, representing 30% of theamount outstanding;a European Investment Fund (EIF) guarantee
representing 50% of the amount outstanding;an amount of €50,000 has been retained by the Lenderas cash collateral on the amount loaned and will be
remunerated at the CNO TEC 5 (Constant Maturity
Treasury) rate for the month prior to the payment.

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Financial statements
Consolidated financial statements at December 31, 2023

BPI loan (€1.5 million, 1.86%, due 2025)

BPI loan (€2.0 million, 1.86%, due 2026)

In December 2018, the Group was granted a loan from the
BPI for €1.5 million and a term of seven years (thematurity schedule has an initial amortization period ofeight quarters), with a fixed annual effective interest rateof 1.86%. This borrowing is subject to financial covenants:

In December 2018, the Group was granted a loan from the
BPI for €2.0 million and a term of seven years (thematurity schedule has an initial amortization period ofeight quarters), with a fixed annual effective interest rateof 1.86%. This borrowing is subject to financial covenants:

a guarantee under the French National Guarantee
Fund for Equity Loans, representing 50% of the amountoutstanding;●●an amount of €75,000 has been retained by the Lenderas cash collateral on the amount loaned and will be
remunerated at the CNO TEC 5 (Constant Maturity
Treasury) rate for the month prior to the payment.

●●a guarantee under the French National Guarantee
Fund Loans Designed to Boost Industry Growth (Prêts
Croissance Industrie 2), representing 80% of the amountoutstanding;an amount of €100,000 has been retained by the
Lender as cash collateral on the amount loaned andwill be remunerated at the CNO TEC 5 (Constant
Maturity Treasury) rate for the month prior to thepayment.

Bank borrowings and debt and lease liabilities by contractual maturity
At December 31, 2023, undiscounted contractual cash flows relating to these instruments can be analyzed as follows:
Contractual cash flows
Less than More than 1 year and less than or equal to
1 year
5 years(In € thousands)

Carrying
amountBank borrowings and debt
BPI loans

2024

2025

2026

2027

2028

More
than
5 years2029 andbeyond

Total

-

-

-

-

-

-

-

-

2,025

1,075

785

201

-

-

-

2,060

Lease liabilities

30,152

11,721

8,030

5,780

5,352

3,525

365

34,773TOTAL

32,177

12,796

8,815

5,981

5,352

3,525

365

36,833Off-balance sheet commitments relating to Group debt
There were no off-balance sheet items relating to long-term Group debt except for those described in the section
discussing loans.

Bank borrowings and debt by currency and interest rate
All banks borrowings and debt are in euros. They can be analyzed as follows by interest rate:(In € thousands)

Fixed-rate bank borrowings and debt
Floating-rate bank borrowings and debt

December 31, 2022

2,025

3,738

-

-

●

Of which the floating interest rate is hedged

-

-

●

Of which the floating interest rate is not hedged

-

-

2,025

3,738

TOTAL BANK BORROWINGS AND DEBT

288

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Financial statements
Consolidated financial statements at December 31, 2023

Reconciliation of changes in gross debt with net cash from (used in) financing activities
Changes in borrowings and debt can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

At January 1

32,47433,293--

Decrease in borrowings(1,713)(1,519)

Repayment of lease liabilities(10,622)(6,836)

5,676

2,006

Net cash from (used in) financing
activities (debt)(6,659)(6,349)

Cost of net debt

(4,230)(1,199)-(11)

Increase in lease liabilities

15,873

6,212

Terminations and early terminations of lease liabilities(5,962)-

Increase in borrowings

Interest received (paid)

Changes in bank overdrafts

Changes in the scope of consolidation

710-

Translation adjustments and others

(314)

527

31,891

32,474AT DECEMBER 31

8.4.

Net debt

Definition of net debt
The Group's net debt corresponds to gross debt less cash and cash equivalents. Cash and cash equivalents comprisemarketable securities as well as cash at bank and on hand.
December 31, 2023

December 31, 2022

Non-current borrowings and debt

21,51019,663Current borrowings and debt

10,381

12,811(In € thousands)

Gross debt

31,891

32,474

Cash and cash equivalents(214,221)(303,345)

Net debt(182,331)(270,871)●

In euros(58,571)(195,274)●

In US dollars(59,081)(31,453)●

In other currencies(64,679)(44,144)

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Financial statements
Consolidated financial statements at December 31, 2023

8.5.

Lease liabilities

Lease liabilities by type
December 31, 2023

December 31, 2022

Leases of buildings

26,781

23,142

Leases of IT equipment

3,200

5,556

171

284

(In € thousands)

Leases of vehicles
TOTAL LEASE LIABILITIES

30,152

28,982●Out of which current portion

9,178

10,497●Out of which non-current portion

20,97318,485

Changes in lease liabilities
Changes in the carrying amount of lease liabilities can be analyzed as follows:(In € thousands)

December 31, 2023

December 31, 2022

At January 1

28,982

28,873

Lease payments(10,622)(6,836)

1,196

529

New leases

15,873

6,212

Termination and early termination of leases(5,962)-

Interest expense on lease liabilities

Changes in the scope of consolidation

710-

Translation adjustments and others

(26)

205

30,152

28,982(In € thousands)

2023

2022

Interest expense

(531)

(607)

AT DECEMBER 31

8.6.

Net financial income (expense)

Net financial income (expense) can be analyzed as follows:(1,196)(529)

Amortization of bond issue costs and others

Interest expense on lease liabilities

(258)

(256)

Financial income from cash investments(1)

6,215

2,592

Cost of net debt

4,230

1,199

Other financial income (expense)(2)

TOTAL NET FINANCIAL INCOME (EXPENSE)

6,293

7,185

10,522

8,384(1) The “Financial income from cash investments” item includes interest on term accounts and the terms of currency swaps.
(2) The “Other financial income (expense)” item mainly corresponds to foreign exchange gains and losses and the effects of hyperinflation following theclassification of Turkey in the list of hyperinflationary economies on April 30, 2022 for 2023 and 2022.

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 99.1.

INCOME TAX

Income tax

Accounting policies: income tax
Income tax represents the aggregate amount of current and deferred taxes included in the calculation of net income(loss) for the period. Income tax is recognized in the income statement unless it relates to a business combination or
to items recognized directly in equity or in other comprehensive income.
Current tax is the amount of income tax payable (recoverable) in respect of taxable income (tax loss) for a given fiscal
period, and must be recognized as a liability to the extent that it has not yet been paid. If the amount already paid inrespect of current and prior periods exceeds the amount due for those periods, the excess shall be recognized as
an asset.
Current tax liabilities (assets) for the current and prior periods are measured at the amount expected to be paid to(recovered from) the tax authorities, using the tax rates (and tax laws) that have been enacted or substantively
enacted at the reporting date in each country in which the Group does business.
As the Group considers the CVAE tax on value added in France to meet the definition of income tax as set out in IAS
12 – Income Taxes, CVAE tax is presented on the “Income tax” line in the consolidated income statement.

Breakdown of income tax recognized in net income (loss)(In € thousands)

2023

2022

Current tax(9,944)(8,928)Deferred taxes

14,809(2,161)TOTAL TAX RECOGNIZED IN NET INCOME (LOSS)

4,865(11,089)

Reconciliation between the effective tax rate and the applicable tax rate – Analysis of income tax
2023

2022

Income (loss) before tax(7,550)(13,881)

Statutory income tax rate

25.83%

25.83%

Theoretical income tax benefit (expense)

1,950

3,585

Effect of differences in income tax rates

1,345

1,102

Permanent differences

1,438(1,680)Effect of changes in tax rates

(438)

146

Unrecognized deferred tax assets(7,556)(12,048)

Other taxes not levied on a specific tax base

9,099

(2,349)Adjustment for prior periods

(972)

155

-

-

4,865

(11,089)

64.44%-79.89%(In € thousands)

OthersTOTAL TAX RECOGNIZED IN NET INCOME (LOSS)
Effective tax rate

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Financial statements
Consolidated financial statements at December 31, 2023

9.2.

Deferred taxes

Accounting policies
Deferred tax results from timing differences between the carrying amount of assets and liabilities and their tax
bases. Deferred tax assets and liabilities are assessed at the tax rates expected to apply in the year in which the asset
will be realized or the liability settled and that have been enacted or substantively enacted at the reporting date. In
the event of a change in tax rates, deferred taxes are adjusted to the new applicable rate and the adjustment ischarged to the income statement unless it relates to an item recognized in equity or in other comprehensive income,for example actuarial gains and losses.
Deferred taxes are reviewed at each reporting date to reflect any changes in tax laws and the prospects for recovery
of deductible temporary differences. Deferred tax assets are recognized only if it is considered probable that there
will be deferred tax liabilities with the same maturity or sufficient future taxable income against which the temporary
differences can be utilized in the foreseeable future.
Deferred tax assets and liabilities are not discounted.
Changes in deferred tax balances by category of temporary difference(In € thousands)

RecoJanuary gnized in
1, 2023
incomeRecognized inreserves

Fair value
through othercomprehensive
incomeChanges inTranslation
the scopeof consoli- adjustments
and others
dationDecember31, 2023

62

259

-

(105)

-

(9)

207

Lease liabilities(1)

6,376

456

-

-

18

12

6,862

Intangible assets and property, plantand equipment

3,584

8,998

-

-

-

(107)

12,475

Other working capital

2,311

582

-

-

-

(57)

2,835

Tax loss carryforwards

280

1,648

-

-

3,396

22

5,346

Employee benefits

Offsetting of deferred tax assets/deferred
tax liabilities(6,948)

(670)

-

-

-

-

(7,618)TOTAL DEFERRED TAX ASSETS

5,664

11,272

-

(105)

3,414

(139)

20,107

Intangible assets(2)20,163(6,320)

-

-

2,791

(869)

15,765

Property, plant and equipment(1)

4,286

2,150

-

-

-

8

6,445

117

152

-

100

-

(76)

294

4,553

1,209

-

-

-

(386)

5,373

398

(58)

-

-

-

107

447

Employee benefits
Other working capital
OthersOffsetting of deferred tax assets/deferred
tax liabilities(6,948)

(670)

-

-

-

-

(7,618)TOTAL DEFERRED TAX LIABILITIES

22,570(3,537)

-

100

2,791

(1,217)

20,708TOTAL DEFERRED TAX LIABILITIES, NET(16,906)

14,809

-

(205)

623

1,078

(601)

(In € thousands)

RecoJanuary gnized in
1, 2022
incomeRecognized inreserves

Fair value
through othercomprehensive
incomeChanges inTranslation
the scopeof consol- adjustments
and others
idationDecember31, 2022

Employee benefits
Lease liabilities(1)

94

(138)

-

(42)

-

147

62

5,504

889

-

-

127

(144)

6,376

Intangible assets and property, plantand equipment

-

(418)

-

-

-

4,002

3,584

Other working capital

378

512

-

-

-

1,420

2,311

Tax loss carryforwards

3,779(3,287)

-

-

-

(212)

280

Offsetting of deferred tax assets/deferred
tax liabilities(5,692)(1,256)

-

-

-

-

(6,948)TOTAL DEFERRED TAX ASSETS

4,064(3,697)

-

(42)

127

5,214

5,664

Intangible assets(2)16,663(2,463)

-

-

1,108

4,855

20,163

Property, plant and equipment(1)5,491(1,214)

-

-

119

(109)

4,286

-

(79)

-

56

-

141

117

Other working capital

(13)

3,107

-

-

7

1,452

4,553

Others

53

330

-

-

-

16

398

Employee benefits

Offsetting of deferred tax assets/deferred
tax liabilities(5,692)(1,256)

-

-

-

-

(6,948)TOTAL DEFERRED TAX LIABILITIES

16,502(1,576)

-

56

1,234

6,355

22,570(12,438)(2,121)-(98)(1,108)(1,141)(16,906)

TOTAL DEFERRED TAX LIABILITIES, NET(1) Relating mainly to the IFRS 16 adjustment to the “Lease liabilities” item and to the corresponding right-of-use assets within “Property, plant and equipment”.
(2) The “Intangible assets” item relates mainly to intangible assets identified and recognized as part of business combinations.

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Financial statements
Consolidated financial statements at December 31, 2023

Unrecognized tax assets(In € thousands)

December 31, 2023

December 31, 2022

9,755

5,866

Relating to temporary differences
Relating to tax loss carryforwards

31,11627,122TOTAL UNRECOGNIZED DEFERRED TAX ASSETS

40,871

32,988At December 31, 2023, the unrecognized deferred tax
assets, due to the lack of visibility on the future taxable
profits of the entities concerned, were mainly related tothe tax loss carryforwards of Believe SA, Believe DigitalGmbH, Nuclear Blast America Inc., Soulfood Music
Distribution GmbH and Believe Digital OOO. Believe SA
recorded a €16.7 million tax loss in 2023. These tax losses
may be carried forward indefinitely, with the exception of
those relating to Indian entities, i.e. €0.6 million, which
expire between 2028 and 2031.

At December 31, 2022, the unrecognized deferred tax
assets, due to the lack of visibility on the future taxable
profits of the entities concerned, are mainly related tothe tax loss carryforwards of Believe SA, Believe DigitalGmbH, Believe Music America LLC, Believe Digital OOO
and Believe Digital SRL. In 2022, Believe SA recorded a
tax loss of €9.1 million. These tax losses may be carriedforward indefinitely, with the exception of those relating
to Indian entities, i.e. €1.5 million, which expire between
2028 and 2030.

Tax loss carryforwards recognizedTax loss carryforwards recognized can be analyzed as follows:
December 31, 2023

December 31, 2022--

United States

1,506

201

United Kingdom

3,195

-

(In € thousands)

France

Italy

644

-

Others

-

80

5,346

280

TOTAL TAX LOSS CARRYFORWARDS RECOGNIZEDThe estimated recovery date for deferred tax assets on tax loss carryforwards is 2025-2027.

9.3.

Uncertain income tax treatments

Accounting policies: uncertain income tax treatments
In accordance with the IFRIC 23 interpretation – Uncertainty over Income Tax Treatments, tax assets or liabilities
should be recognized if there is uncertainty over their income tax treatment. The Group recognizes a tax liability
whenever it considers the relevant tax authorities are unlikely to accept a given tax treatment and does not take into
account the probability that this would not be detected by the tax authorities. Conversely, a tax receivable isrecognized if the Group considers the relevant tax authorities are likely to refund tax paid. Assets and liabilities forwhich tax treatments are uncertain are estimated on a case-by-case basis depending on the most likely amount.

The Group did not identify any material uncertain tax treatments at either December 31, 2023 or December 31, 2022.

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 10

EQUITY AND EARNINGS PER SHARE

10.1. Changes in share capital
At December 31, 2023, the share capital of Believe SA consisted of 97,086,350 shares. All shares have a par value of € 0.005
and are fully paid up.

Changes in share capital and share premiums
Share capital

Description(in €)

Balance at January 1, 2022

Share premiums Number of sharesat €0.005(in €)

480,271464,975,049

96,054,202

Exercise of BSAs/BSPCEs

1,862

1,454,005

372,450

Employee shareholding plan: b.shares 2022

1,687

2,286,122

337,457

483,821468,715,176

96,764,109

BALANCE AT DECEMBER 31, 2022
Exercise of BSAs/BSPCEs
BALANCE AT DECEMBER 31, 2023

1,611

1,618,729

322,241

485,432

470,333,905

97,086,350

10.2. Dividends
No dividends were paid in respect of the 2023 or 2022 fiscal years.

10.3. Non-controlling interests
Non-controlling interests can be analyzed as follows:
December 31, 2023
Equity –portion ofnon-controllinginterests

Percentage
of non-controllinginterests

Equity –portion ofnon- Percentage ofnoncontrollinginterests

controllinginterests

CompanyCountry(In €thousands)(In %)(In €thousands)

Madizin Music GmbHGermany

(527)

49%

(40)

49%

6&7 SAS

France

183

49%

682

49%

Jo&Co SAS

France

7

49%

981

49%

Morning Glory Music SAS

France

772

47%

(134)

47%

TuneCore Japan KK

Japan

976

45%

593

45%

Dogan Müzik Yapim ve Ticaret A.S.

Turkey

5,995

40%

6,002

40%

Netd Müzik Video Dijital Platform ve Ticaret A.S. Turkey

1,036

40%

875

40%

1

-

(8)

-

Others – not material-

TOTAL NON-CONTROLLING INTERESTS

294

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8,442(In %)

8,951

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Financial statements
Consolidated financial statements at December 31, 2023

10.4. Earnings per share

Accounting policies
Basic earnings per share are calculated by dividing net income attributable to owners by the weighted average
number of ordinary shares in issue, excluding treasury shares, during the period.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares in issue,
excluding treasury shares, to reflect the conversion of dilutive potential ordinary shares.

Earnings (losses) attributable to holders of ordinary shares

Net income (loss) attributable to holders of ordinary shares(in € thousands)

Basic earnings (loss) per share (in €)Diluted earnings (loss) per share (in €)

(1)

2023

2022

(5,482)(29,762)(0.06)(0.31)(0.06)(0.31)(1) In 2023 and 2022, diluted earnings (loss) per share were equal to basic earnings (loss) per share, as the earnings attributable to holders of ordinary
shares represented a loss.

Weighted average number of ordinary shares
Weighted average number of ordinary shares in issue

December 31, 2023

December 31, 2022

96,818,997

96,092,137--

Impact of dilutive instruments on the number of ordinary shares:
Potential number of dilutive shares relating to BSAs and BSPCEs
Potential number of dilutive shares relating to Performance Shares
Weighted average number of ordinary shares in issue (diluted)--

96,818,997

96,092,137

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Financial statements
Consolidated financial statements at December 31, 2023

NOTE 11

CASH FLOW

Accounting policies
The Group’s statement of cash flows is prepared in accordance with IAS 7 – Statement of Cash Flows. It distinguishes
between flows related to operating activity and those related to investment and financing transactions:●●●cash flows from operating activities are presented using the indirect method. Cash flows from (used in) operating
activities are presented using the indirect method, whereby net income (loss) is adjusted for the effects ofchanges in inventories and operating receivables and payables (working capital) during the period, as well as forthe elimination of non-cash items, mainly depreciation, amortization, provisions and deferred taxes.
cash flows from (used in) investing activities correspond mainly to cash outflows made to acquire non-current
assets, cash inflows resulting from disposals of non-current assets, and the impact of acquiring subsidiaries. The
impact of acquiring subsidiaries is shown as a net amount and reflects the price effectively paid during the fiscal
year, adjusted for cash and cash equivalents acquired.
cash flows from (used in) relating to financing activities correspond mainly to issues and repayments of loans.
Cash flows relating to lease liabilities and associated interest are presented under “Repayment of lease liabilities”.

Cash flows relating to foreign currency transactions are recorded in the company’s functional currency by applying
the exchange rate between the functional currency and the foreign currency at the date of the cash flows. Cash flows
from income taxes are presented separately and classified as operating cash flows, unless they can be specifically
identified with financing and investing activities.

The Group also discloses the items comprising its cash
and cash equivalents, including bank overdrafts, andpresents a reconciliation between these amounts

reported in its statement of cash flows and the equivalentamounts presented in the statement of financial position.

11.1. Components of cash and cash equivalents
Cash and cash equivalents include cash and short-term
investments (maturities of no more than three months),
which are highly liquid and readily convertible into aknown amount of cash and which are subject to an
insignificant risk of change in value. This item also includes

the amounts that may be claimed by artists as amounts
paid to artists and producers (see Note 4.8 - Trade
payables and contract liabilities). Cash and cash equivalents
presented in the balance sheet and cash flow statement
are detailed as follows:(In € thousands)

Cash at bank and on hand
Accrued interest
Cash and cash equivalents
Bank overdrafts
Cash and cash equivalents net of bank overdrafts as reported
in the statement of cash flows
As of December 31, 2023, cash and cash equivalents
included non-available cash amounting to €1.4 million.
This cash corresponds to the cash and cash equivalentsbalances held by subsidiaries located in countries where

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December 31, 2023

December 31, 2022

213,926

302,890295

455

214,221

303,345--

214,221

303,345

foreign exchange controls or legal constraints do not allow
these cash amounts to be made available for use by theGroup or by any of its subsidiaries.

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Financial statements
Consolidated financial statements at December 31, 2023

11.2. Net cash from (used in) operating activities
Net cash from (used in) operating activities relates to net income items adjusted for the effects of non-cash items, pluschanges in working capital requirements and taxes paid. The change in WCR breaks down as follows:(In € thousands)

2023

2022
(15,122)

Change in advances paid to artists and labels(81,224)

Change in trade payables and contract liabilities

89,581

88,627

Other changes in working capital(32,039)(20,078)

Changes in working capital(23,682)

53,42711.3. Net cash from (used in) investing activities
Acquisitions and disposals of property, plant and equipment and intangible assets
Net cash outflows relating to acquisitions of property, plant and equipment and intangible assets can be analyzed as follows:
Notes

2023

2022

6.2

(17,931)(19,826)

Acquisitions of intangible assets owned outright

6.2(30,753)(6,030)Acquisitions of property, plant and equipment owned outright

6.3(1,595)

(580)

1,062

986

(49,217)(25,450)(In € thousands)

Capitalized development costs

Changes in suppliers of non-current assets
TOTAL ACQUISITIONS OF PROPERTY, PLANT AND
EQUIPMENT AND INTANGIBLE ASSETS

Acquisitions of subsidiaries, net of cash acquired
In 2023, the outflow of €36.6 million relates to acquisitions made, net of cash acquired, and can be analyzed as follows:(In € million)

Sentric Music Group

Purchase priceCash acquired

Acquisitions, net of cash
acquired

47.3(11.4)

35.9

Others

0.7

-

0,7

TOTAL

48.0

(11.4)

36.6

In 2022, the outflow of €8.7 million relates to acquisitions made, net of cash acquired, and can be analyzed as follows:

Purchase priceCash acquired

Acquisitions, net of cash
acquired

6&7(1)

0.6

(0.5)

0.1

SPI Music – Tranche 1(2)

1.4

-

1.4

Rapsodie

0.2

-

0.2

Morning Glory Music

3.9

-

3.9

(In € million)

Structure PY

3.1

-

3.1

TOTAL

9.2

(0.5)

8.7

(1) Corresponds to the acquisition of an additional 2% stake in the share capital of 6&7 (see Note 2.2 – Scope of consolidation and Note 2.3 – Businesscombinations).
(2) Corresponds to the additional payment of Tranche 1 related to the acquisition of an initial 76% stake in the share capital of SPI Think Music for a total
amount of €15.8 million, of which €14.3 million paid as of December 31, 2021.

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Financial statements
Consolidated financial statements at December 31, 2023

Decrease (increase) in loans
In 2023 and 2022, the outflow corresponds to current
account advances with one of our equity-accounted
companies for a total amount of €1.7 million net and €3.2
million, of repayments, respectively.

Decrease (increase) in non-current financial
assetsIn 2023, the change mainly corresponds to guarantee
deposits and to a lesser extent to escrow accounts related
to Believe’s live productions.
In 2022, the change mainly corresponds to escrowaccounts related to Believe’s live productions.

11.4. Net cash from (used in) financing activities
Increase in borrowings
The Group did not use the revolving credit line in 2023 or
2022 (see Note 8.3 – Gross debt).

Decrease in borrowings
In 2023 and 2022, the Group also repaid the BPI loans forthe period in the amount of €1.7 million and €1.5 million.

Capital increase by shareholders

to Group employees through the exercise of BSAs and
BSPCEs (see Note 10.1 - Changes in share capital).
In 2022, the Group increased its share capital for a total
amount of €3.7 million, including share premium,through:●●

In 2023, the Group increased its share capital by a total of€1.6 million, including share premium, by issuing sharesthe issue of shares to the Group’s employees by
exercising BSAs and BSPCEs for €1.4 million (see Note
10.1 – Changes in share capital) and;a capital increase reserved for employees of €2.3
million as part of the b.shares employee shareholding
plan (see Note 5.4 – Share-based payments), net oftransaction costs.

11.5. Free cash flow

Accounting policies
Free cash flow corresponds to net cash flows from (used in) operating activities, after taking into accountacquisitions and disposals of intangible assets and property, plant and equipment, and restated for (i) acquisition
costs, (ii) acquisition costs on a group of assets that does not meet the definition of a business combination, and(iii) advances related to Distribution contracts intended specifically for the acquisition of assets (acquisition ofcompanies, catalogs, etc.).
This indicator, which reflects the Group’s capacity to generate cash from its operating activities, is taken into
consideration by Executive Management to define its investment strategy and financing policy.

Free cash flow and net cash from (used in) operating activities can be reconciled as follows with data from the consolidated
statement of cash flows:
2023

2022

Net cash from (used in) operating activities

12,70973,655Acquisitions of property, plant and equipment, and intangible assets(49,217)(25,450)

1,242-

Restatement of acquisition related costs

1,788

1,600

Restatement of acquisition costs of a group of assets

24,9482,190(In € thousands)

Disposals of property, plant and equipment and intangible assets

Restatement of advances related to Distribution contracts intended
specifically for the acquisition of assets (acquisition of companies,
catalogs, etc.)
FREE CASH FLOW

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5,470

-

(3,060)51,995www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

NOTE 12OTHER INFORMATION

12.1. Fees paid to the Statutory Auditors
The table below shows fees paid to the Statutory Auditors:
2023(In € thousands)

KPMG SA Network

Statutory
audit and review ofthe parent company
and consolidated
financial statements

447

379

2022

Total
KPMG

ACA
NEXIA

826

196

1,022

7

377

43

75

203 1,399

432

562

Services other thanthe certification offinancial statements

13

357

370

TOTAL FEES

460

736

1,195

Total KPMG SA Network

389

487

Total
KPMG

ACA
NEXIA

Total

876

181

1,057

118

16

134

994

197 1,191

12.2. Related parties

Accounting policies
Under IAS 24 – Related Party Disclosures, a related party is a person or entity that is related to the entity preparing its
financial statements. This can be any of the following persons:●a person or a company that controls the Group;●

an associate of the Group;●a joint venture;●

an important member of the Group’s management team (or a member of his/her family).

A related party transaction is a transfer of resources, services or obligations between the Group and the related party.

Parent company and head of the Group

Transactions with owners

The Group is consolidated within the consolidated
financial statements of Believe SA, whose head office islocated at 24, rue Toulouse Lautrec, 75017 Paris, France.

There had been no transactions with owners within themeaning of IAS 24 at either December 31, 2023 or
December 31, 2022.

Transactions with key management personnel

Other related party transactions

With the exception of the compensation described in Note
5.5 – Executive compensation, there were no transactions
between the Company and its key management
personnel.

Transactions between Believe and these affiliates or joint
ventures are detailed in Note 2.4 - Equity-accounted
companies. With the exception of these transactions, there
are no other transactions with the Group’s related parties.

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Financial statements
Consolidated financial statements at December 31, 2023

12.3. Off-balance sheet commitments
Off-balance sheet commitments linked to the scope of consolidation
The list of commitments received is detailed as follows:●

pledge on shares of 6&7 SAS granted to Believe in the context of the acquisition in 2019;●

general and specific guarantees in connection with the catalog acquisitions (schedule through to October 30, 2031);●

various general and specific guarantees as part of company acquisitions, see table below:

ACQUISITIONS/ADDITIONS*EXPIRYTYPES OF GUARANTEE

Jo&Co

12/21/2024 *General guarantees (including tax guarantees) andspecific guarantees (relating to contracts, goods andservices, insurance, intellectual property rights)

Play 203/31/2025

Social and tax guarantees

Sentric Music Group

03/29/2025

General guarantees

Morning Glory Music

11/16/2025

General guarantees

Structure PY

12/19/2025

General guarantees (including tax and social guarantees)

SPI Music

12/31/2028

Guarantees on intellectual property rights

Except where specific expiry dates are provided for.

Off-balance sheet commitments linked
to Company financing
Commitments relating to bank debt are detailed in Note
8.3 – Gross debt.

Related-party agreement – agreement for the
sharing of capital gains on the disposal of shares
between the Company and Denis Ladegaillerie
In line with the Group’s values, Denis Ladegaillerie,
Chairman and Chief Executive Officer and founder ofBelieve, wished to implement a mechanism for sharing
the capital gains on the sale of his Believe shares with
employees in addition to employee share ownership. Thismechanism, provided for by the Pacte Law of May 22,
2019 on the growth and transformation of companies,
offers Believe, under the leadership of Denis Ladegaillerie,
the opportunity to strengthen the long-term commitment

300

Universal registration document 2023 - Believeof its employees and recognize everyone’s contribution to
the Company’s success. It thus offers the possibility toshare part of the value created collectively. The sharing of
capital gains takes the form of a contract between Denis
Ladegaillerie and Believe SA and is the subject of a
related-party agreement published on December 7, 2022.
This agreement allows Denis Ladegaillerie, in the event ofa future sale of his Believe shares, over a long-term timeframe of at least three years, to share up to 10% of thecapital gains realized with employees who have been withthe company for over 2 years.

Off-balance sheet commitments linked to theCompany’s operating activities
There is no other off-balance sheet commitments linked
to the Company’s operating activities.

www.believe.com

Financial statements
Consolidated financial statements at December 31, 2023

12.4. Events after the reporting period
On 12 February 2024, Denis Ladegaillerie, the EQT X fund(“EQT”) and funds advised by TCV (together, “TCV”) haveannounced that they have formed a consortium (the“Consortium”) with a view to launching, through a dedicatedentity a tender offer on the shares of the Company at a priceper share of 15 euros, following the acquisition of a block
representing 71.92% of the share capital and 77.42% of thetheoretical voting rights of the Company by buying theshares held by TCV Luxco BD S.à r.l., Ventech and XAnge(see press release issued by the consortium on 12 February
2024, as well as the press release issued by the Company on
the same day, available on the Company's institutional
website).

The Board of Directors of Believe has created an ad hoc
Committee composed of 3 independent directors, toreview the work of the independent expert and prepare a
draft reasoned opinion (“avis motivé”) on the Offer.
Following the announcement of the Offer by theConsortium, the Company's Board of Directors hasreceived an exploratory, preliminary, and non-binding
expression of interest from Warner Music Group
regarding a potential combination of Believe with WarnerMusic Group. The ad hoc Committee will continue to fulfill
its mission and keep the market informed in compliancewith applicable regulations.

As stated in Note 8.3, if these operations were to takeplace, the consortium would take control of the Company,
thus constituting a case of change of control under the
Revolving Credit Agreement.

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Financial statements
Parent company financial statements at December 31, 2023

6.2

Parent company financial statements
at December 31, 2023

6.2.1 Parent company financial statement
Statement of financial position
Fiscal year ended
December 31,
2022

Fiscal year ended December 31, 2023
Assets (In € thousands)

Gross

Amort. prov.

Net

Net

NON-CURRENT ASSETS
Concessions, patents, similar rights

4,248

2,224

2,024

1,406

Goodwill

1,440

1,440

-

34,453

113,137

81,367

31,770

Other property, plant and equipment

Other intangible assets

9,357

6,886

2,471

4,061

Intangible assets in progress

7,612

-

7,612

9,521

Equity investments

131,436

15,257116,179

70,874

Receivables related to equity investments

154,535

14,830139,705

121,452

Other financial assets

2,998

12

2,986

2,901

424,764

122,016

302,748244,668

Inventories

1,225

489

736

729

Advances and down payments on orders

29,3885,086

24,302

17,121----

88,596

1,499

87,09771,563

5,059

-

5,059

3,953

17

-

17

59

Total (I)
CURRENT ASSETS

Discounts and rebates from suppliers
Trade receivables
Other receivables●

prepayments to suppliers●

personnel●social security

1

-

1

88

●

State, income tax

1,695

-

1,695

1,613

●

State, tax other than income tax

10,819-10,819

7,998

●

Other

Cash at bank and on hand
Prepaid expenses
Total (II)Expenses to be spread over several
fiscal years (III)Translation adjustments, assets (IV)TOTAL ASSETS (I TO IV)

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Universal registration document 2023 - Believe

109,233

3,743

105,490

100,828

117,654-

117,654229,336

8,895

-

8,895

5,360

372,582

10,817361,765438,648

619

-

619

878

12,886-

12,886

9,848

810,851

132,833

678,018

694,042www.believe.com

Financial statements
Parent company financial statements at December 31, 2023

Liabilities (In € thousands)

Fiscal year ended
December 31, 2023

Fiscal year ended
December 31, 2022

EQUITY
Share or individual capital
Share, merger and contribution premiums
Legal reserve

485

484

467,682

466,06364

64

Retained earnings(79,756)(35,400)

Net income (loss) for the period(22,248)(44,357)867

666

367,093

387,520

Regulated provisions
Total (I)PROVISIONS FOR RISKS AND CONTINGENCIES
Provisions for risks and contingencies

13,667

10,114

Total (II)13,667

10,114

2,062

3,782

152,465

172,857

2,133

1,570

106,550

91,286

BORROWINGS AND DEBTBank borrowings and debt
Borrowings and other financial debt
Advances and down payments received on orders in progress
Trade payables
Tax and social security liabilities:●

Personnel

11,003

8,732●

Social security

8,614

6,794

●

State, tax other than income tax

3,892

1,609

●

Other taxes and duties

886

1,391

Trade payables on non-current assets
Other payables
Deferred revenue
Total (III)Translation adjustments, liabilities (IV)TOTAL LIABILITIES (I TO IV)

373

763

4,098

2,774

168

96

292,243

291,655

5,015

4,753

678,018

694,042

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Financial statements
Parent company financial statements at December 31, 2023

Income statement(In € thousands)

Fiscal year ended
December 31, 2023

Fiscal year ended
December 31, 2022

Sales of goods

11,8499,783

Sold production (services)122,708

120,592

Net Revenue

134,557

130,375

Capitalized production

14,317

16,470503

356Operating grants received
Reversals on impairment and provisions,transfers of expenses
Ancillary revenue
Other income

3,466
85,093

3,626

5,172

Total operating income

253,776

240,932

Other purchases and external expenses

56,35659,362

Change in inventories
Taxes, duties and similar expenses

190

(527)

1,975

2,614

Payroll expenses

51,63845,752Social charges

23,67021,659Depreciation of non-current assets

23,94824,405

Provisions for risks and contingencies

672

266

Depreciation, amortization and other capitalized
expenses
Provisions on current assets
Other expenses:●

Payments to producers●

Other operating expenses

258

258

1,976

4,900

115,769

109,998

114,841

109,125928

873

Total operating expenses

276,453

268,687

OPERATING RESULTS(22,677)(27,755)

Financial income from equity investments

520

2,462

Other interest and similar income

20,05810,455

Reversals on provisions and transfers of expenses

10,9569,052

610,457

Total financial income

31,54032,426

Depreciation, amortizationand provisions

16,49941,184

Positive exchange rate differences

Interest and similar expenses

8,790

3,253

Negative exchange rate differences

5,684

1,211

Total financial expenses

30,97345,648NET FINANCIAL INCOME (EXPENSE)

567(13,222)

Non-current income on operating transactions

317

1,560

Non-current income on equity transactions--

Reversals on provisions and transfers of expenses

-

1,021

Total non-current income
Non-current expenses on operating transactions
Non-current expenses on equity transactions
Non-current depreciation, amortization and provisions

317

2,581

1,370

5,682

-

15

201

69

1,571

5,766

NON-CURRENT INCOME (LOSS)(1,254)(3,185)

Income tax(1,116)

194(22,248)(44,357)

Total non-current expenses

NET INCOME (LOSS)

304

967
99,807

Universal registration document 2023 - Believewww.believe.com

Financial statements
Parent company financial statements at December 31, 2023

6.2.2 Appendix
6.2.2.1 Presentation of the Company
Believe was registered on April 7, 2005 and its registeredoffice is located at 24 rue Toulouse Lautrec in the 17tharrondissement of Paris, France.
Believe is one of the leading companies in the digitalmusic market for independent labels and local artists. It
has extensive experience in the development of digitalartists and optimization of catalogs. It has built its model
to be at the heart of the digital music revolution and tobenefit from positive structural market trends.
The Company primarily targets digital music genres, which
are promoted and marketed mainly on streaming
platforms and social media. The revenue generated onthese platforms is also the main source of monetization
for artists in the genre in question. Believe has also
dedicated offerings for digital artists and labels according
to their needs and stages of development.
Believe has built a unique model based on a scalable
central technology platform through the intensive use ofdata, which allows it to provide the same level of service inall geographies while generating economies of scale. The
teams deployed in the local entities rely on the products
and solutions developed by the Central Platform tosupport the development of local artists and labels.

The financial statements have been prepared andpresented in accordance with the accounting principles
and policies used by the Company for the financial
statements of the fiscal year ended December 31, 2023.
The items recorded in the financial statements werevalued on a historical cost basis. In particular, the various
items in the annual financial statements were determinedby using the valuation methods described below.
The valuation methods used for the fiscal year are
identical to those used for previous disclosures.
The principles below have been applied on a prudent
basis and in accordance with the following underlying
principles:●going concern;●

consistency of accounting methods over time;●

independence of fiscal years;

and in accordance with the general rules for the
preparation and presentation of annual financial
statements.

(a) Intangible assets andproperty, plant and equipment

Its main subsidiaries are located in Germany, the UnitedStates, France, Italy, Russia, the UK and Luxembourg.

Intangible assets created internally are recorded at theirproduction cost and relate to clearly individualized
projects with a high probability of technical andcommercial success.

6.2.2.2 Preamble

Intangible assets
acquisition cost.

The 2023 fiscal year covered a 12-month period, fromJanuary 1 to December 31, 2023, in the same way as theprevious fiscal year.
Before appropriation of income, the statement of financial
position totaled €678,018 thousand.
A net accounting loss was recorded in the amount of€22,248 thousand.
The information provided below forms an integral part of
the annual financial statements which were approvedby the Board of Directors on March 13, 2024.
Unless otherwise indicated, financial information ispresented in thousands of euros without decimal places.
Rounding to the nearest thousand euros may lead to nonmaterial differences between reported totals and the sumof the reported amounts.

6.2.2.3 Accounting policies
The general rules for the preparation and presentation of
the annual financial statements are based on theprovisions of ANC Regulation No. 2014-03 of June 5, 2014,
as revised to include any additional regulations as of thedate of preparation of said annual financial statements.

acquiredarerecorded

at

their

Property, plant and equipment are recognized at theiracquisition cost (purchase price and ancillary costs).
Non-current assets are subject to depreciation schedules
determined according to the nature, duration andprobable conditions of use of the assets.
The most common amortization periods and methods used
for the various categories of intangible assets are as follows:●

software: 1 year, straight-line;●

patents: 10 years, straight-line;●

catalogs: 5 to 10 years, straight-line;●

Internet platform development: 3 years, straight-line;●

other intangible assets (clips, masters): 1 to 5 years,
straight-line.

The most common depreciation periods and methods
used for the various categories of property, plant andequipment are as follows:●

miscellaneous fixtures and fittings: 5 to 8 years,
straight-line;●

IT equipment: 3 years, straight-line;●

office furniture: 5 years, straight-line.

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Financial statements
Parent company financial statements at December 31, 2023(b) Goodwill
Goodwill is recorded at acquisition cost including ancillarycosts such as fees and registration costs. On January 1,
2018, Musicast transferred its goodwill to the Company
through a universal transfer of assets and liabilities.
Goodwill is fully amortized at December 31, 2023.

(c) Financial assets
Equity investments and other long-term investments arerecognized at their acquisition cost. The Company has
chosen to include ancillary costs (transfer taxes, fees orcommissions and legal costs) in the acquisition cost ofequity investments. For tax purposes, these expenses
are subject to exceptional depreciation over a period offive years.
When the inventory value is lower than the gross value ofthe equity securities, an impairment loss is recognized forthe difference. The inventory value of equity investments
is measured based on the subsidiary’s share of net assets
or an estimate of the value in use determined on the basisof future cash flows adjusted for net debt.

(f) Receivables and related accounts
Trade receivablestransaction price.

areinitiallyrecognized

at

their

If there is objective evidence of a credit loss at thereporting date (e.g. litigious receivables or difficulties interms of collection), additional impairment may berecognized on a case-by-case basis in light of information
available at the reporting date.

Receivables related to equity investments are subject todepreciation calculated according to the estimated risk ofnon-recovery of advances made to the corresponding
companies.

Invoices not yet issued (included in the estimatedrevenue) at the reporting date pending the final reports
from the digital platforms are shown in trade receivables.

(d) Inventories

These relate to revenue recognized when a performanceobligation has been satisfied but not yet billed. The right toconsideration is unconditional and only the passage of timeis required before payment of that consideration is due.

Inventories are initially measured at cost. The cost of
inventories comprises all costs of purchase, costs of
conversion and other costs incurred in bringing theinventories to their present location and condition.
At each reporting date, inventories are measured at thelower of cost and net realizable value.
Net realizable value is the estimated selling price in theordinary course of business, less the estimated costs ofcompletion and the estimated costs necessary to makethe sale.
Inventories are written down by means of an impairment
loss if their net realizable value is lower than their cost.
Any such impairment is reversed as soon as the net
realizable value of the inventories once again exceeds
their cost.

(e) Advances paid to artists and labels
Under certain contracts signed with artists and labels, theCompany is required to pay advances recognized as
current assets in “Advances and down payments onorders”, which will be recovered against the amounts
payable to those artists and labels in the future.
These advances are recognized as assets when they arepaid and are expensed as and when the corresponding
amounts are paid to the artists and labels.
At each reporting date, the Company assesses whether or
not there is any doubt as to the recoverability of theseadvances on the basis of estimates of the future306

performance of the artists and labels which will serve as abasis for the calculation of the amounts paid to artists andproducers. Future performance is assessed on the basisof (1) the projected recoveries of the last three months
over the remaining term of the initial contract, making it
possible to identify the artists and labels for which there
may be doubt as to the recoverability of their advancesand (2) interviews with operational management to take
into account qualitative elements (for example: an album
release that has just taken place and which has not yet
been reflected in the revenue generated in the lastquarter, or the launch of a campaign to boost the catalog).
Thus, the balance of advances is impaired if future
performance is considered not to be sufficient.

Universal registration document 2023 - Believe(g) Accruals andrelated expenses
Prepaid expenses consist of ordinary expenses whose
impact on income (loss) is deferred to a later period.
Borrowing costs are recognized as expenses to be spreadover the period corresponding to the contractual term of
the loan.

(h) Marketable securities
Marketable securities are recognized at their purchase or
subscription cost, excluding incidental expenses. They are
subject to impairment if the market value is lower than theircarrying amount at the end of the fiscal year.

(i) Provisions for risks and contingencies
The material risks and expenses identified at the reporting
date of the financial statements are subject to a provision
when, at the end of the fiscal year, there is an obligation of
the Company towards a third party which is likely orcertain to result in a payment to the third party, with noconsideration expected from that party for at least theequivalent amount.
Provisions are booked to take into account financial risks
existing at the closing date of the financial statements.

www.believe.com

Financial statements
Parent company financial statements at December 31, 2023(j) Trade and other payables
Trade and other payables are initially recognized athistorical cost, and are classified as liabilities in thestatement of financial position with a maturity date of lessthan one year.
Advances and down payments received represent
consideration received for performance obligations thathave not yet been satisfied or have only partly beensatisfied.
Advances and down payments received relate mainly to
discounts, rebates and reductions granted to certain
customers, and to advances and minimum guarantees
received from digital service providers and the SPPF.

(k) Accruals and liabilities
Prepaid income consists of ordinary income, the impact ofwhich is carried forward to the following period.

(l) Foreign currency transactions
Income and expenses in foreign currencies are recorded
using the exchange rates prevailing on the date of thetransaction. Payables and receivables, denominated inforeign currencies, are shown in the statement of financial
position using the exchange rates prevailing at year-end.
The difference resulting from the discounting of payables
and receivables in foreign currencies at the latest
exchange rate is recorded in the statement of financial
position under “Translation adjustments”.
Unrealized foreign exchange losses are subject to a
provision for foreign exchange losses.
For payables and receivables, currencies that are nothedged are revalued at the closing rate. The exchange
rate difference is recognized in the income statement.
Pursuant to ANC Regulation 2015-05 of July 2, 2015,
foreign exchange gains and losses on trade receivables
and payables are classified as operating income.

(m) Capital increase costs
The Company charges the costs of the capital increaseagainst the amount of the share premiums relating to theincrease and, in the event of a shortfall, these costs arerecognized as expenses.

(n) Revenue and revenue
recognition
The Group derives most of its revenue from:●digital sales;●

other activities, mainly consisting of physical sales.

Digital sales

to service providers of catalogs for which the Company
does not hold the rights. The Company does not own theintellectual property rights, but has distribution rights fora contractually specified period.
The catalog is defined as all of the works to which theGroup has the rights during its contract with the platform(including works to which it will acquire the rights after
signing the contract, and excluding works to which theGroup will no longer hold rights).
This license therefore represents a right to accessintellectual property as it exists throughout the license
period (dynamic license). The Company enters into
contracts spanning several years with digital service
providers which pay in exchange for the use of its musicalcatalog. Revenue therefore takes the form of
remuneration based on the use of the license by theplatforms’ end customers.
Revenue is recognized as and when the catalog is used,based on reports compiled by the digital platforms.
Under certain contracts, the Company can be entitled to
payment of a non-refundable minimum guarantee,
equivalent in substance to an advance payment received
by the Company.
Minimum guarantees are recognized in the same way as
the payments to which they relate, or are recognizedprorata temporis over the term of the contract if pertinent
information is not available.

OthersIn the case of physical sales, revenue, net of any discounts
or rebates, is recognized when control of the physicalrecording is transferred, which generally occurs when thephysical recording is delivered to physical stores or, in theevent of sales on consignment, when the physicalrecording is sold to the end customer.
In the case of sales on consignment, the physicaldistributor only obtains control of the physical recording
when the product is sold to its customer, and it does nothave an unconditional obligation to pay for the product aslong as the sale to its customer does not take place.
Estimates of returns are based on historical statistics andforecasts and are deducted from revenue.

Revenue estimates
Based on past experience, the Company estimates revenue
for sales made, and whose final sales reports are pending at
the reporting date, on the basis of historical observations.
This mainly concerns revenue from digital activities for all
platforms working with the Company.
Revenue is estimated using the weighted average monthly
growth of each platform over the past three years, andalso takes into account any relevant known factors specificto a given platform

Digital sales constitute sales of intellectual property
licenses relating to the catalog of musical works for which
the Company or its subsidiaries hold rights, but also sales

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Financial statements
Parent company financial statements at December 31, 2023(o) Other operating income(q) Consolidation

The Company generates other operating income in thecontext of other, less significant activities, and inparticular:

Believe SA, the parent company of the Group, prepares
consolidated financial statements as at December 31,
2023.

●

●

●

●

●

activities involving the sale of derivative products andbrand partnerships – corresponding to the sale ofderivative products in partnership with a brand –generate revenue which is recognized at the time of
the license agreement, or when control of the goods istransferred to the customer;
synchronization services are where a license is granted
to an extract from a musical work as it exists at thetime the contract is signed, with no changes envisaged.
In this case, revenue is recognized when control of thelicense is transferred, i.e. when the customer obtains
the right to use the work;neighboring rights relate to incidental copyrights
returned to the recording artist and audiovisual
producers, as well as to radio or television
broadcasting bodies. The Company may be responsible
for collecting payments relating to neighboring rightsfrom the relevant authorities, and then for paying themover to the artist/producer, less a management fee,
where applicable;
the Company also offers additional publishing rightadministration services, where it collects – mainly fromcollective management organizations and on behalf ofthe owners of the rights to the musical works –payments due in respect of the right to reproduce andperform these works;
revenues related to the transfer pricing policy andmanagement fee revenues.

6.2.2.4 Significant events
Acquisitions in the 2023 fiscal year
On March 30, 2023, the Company acquired the Sentricgroup, an independent music publishing platform, for€47,346 thousand as well as €958 thousand in associatedacquisition costs, i.e. for a total amount of €48,304
thousand. It now holds 100% of the company’s sharecapital.
On June 2, 2023, the Company subscribed to the capitalincrease of IRCAM Amplify for €531 thousand.

Business related to subsidiaries
Believe Digital GmbH has a negative net worth of €49,549
thousand. Equity investments were impaired overprevious fiscal years for an amount of €11,635 thousand
and its loan for an amount of €14,830 thousand.
Believe Digital SRL has a positive net worth of € 970
thousand. The recovery in net worth enabled the reversalof impairments of €10 thousand on the shares and€ 1,026 thousand on the current account.
Believe Digital OOO has a positive net worth of €982
thousand. In view of the international context, Believe
decided to retain the impairments on the shares in theamount of €20 thousand and on its current account in theamount of €3,742 thousand.

(p) Other operating expenses
Payments to artists and labels are recognized in otherexpenses when proceeds from the sales of musicalrecordings are recognized, less any provision for returns.

308

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Financial statements
Parent company financial statements at December 31, 2023

6.2.2.5 Information on the statement of financial position
NON-CURRENT ASSETS

Movements during the period are described in the tables below.
Assets (in € thousands)

At opening

Increase

Decrease

At December 31

Intangible assets

98,54920,29318

118,825

Property, plant and equipment

9,357

9,357

1

1

Property, plant and equipment inprogress

9,521

13,92915,8387,612

Equity investments

82,54048,896-

131,436

Financial assets excluding equity
investments

139,255

36,72318,444

157,533

TOTAL

339,222

119,843

34,301

424,764

Capitalized production
The Company recognizes as capitalized production mainly
development costs.
These are the costs for developing and improving Believe’s
own technologies and projects to improve theorganization, which amounted to €13,476 thousand
during the fiscal year, compared with €15,706 thousandin 2022.
Amortization, depreciation andimpairment (in € thousands)

The other items recorded as capitalized production are
related to the company’s label activity. The amount stoodat €841 thousand this year compared to €764 thousandin 2022.

At opening

Increase

Decrease

At December 31

Intangible assets

62,69022,35918

85,031

Property, plant and equipment

5,296

1,590

-

6,886

Financial assets

26,5673,591

60

30,099TOTAL

94,55427,53977

122,016

BREAKDOWN OF NON-CURRENT ASSETS AND DEPRECIATION AT THE END OF THE PERIOD, EXCLUDING FINANCIALASSETS

Asset type (in € thousands)
Software & Patents

Gross value

Amortization

Carrying amount

4,248

2,224

2,024

Catalogs

14,833

8,622

6,211

Application design

91,01365,66725,347

Clips, Masters

7,053

6,920

133

Goodwill

1,440

1,440

-

237

158

79

5,731

3,857

1,874

764

747

17

Merger deficit
Miscellaneous fixtures and fittings
Office equipment
IT equipment
Furniture
Intangible assets in progress
TOTAL

53

37

17

2,809

2,246

563

7,612

-

7,612

135,794

91,91743,877

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Financial statements
Parent company financial statements at December 31, 2023

TABLE OF SUBSIDIARIES AND EQUITY ASSOCIATES%
holding

RevenueNet
incomeLoans andadvances

Other
Equity

26

100%

175

(22,189)

91,079(27,385)

0

10

100%

847

860

101

10

17,312

100%

762,407

8,369

84,676

15,565

17,312

12

100%

217

4,199

7,573

(3,229)0

United States

14,080

100%

-

2,468

5,040

10,914

14,555

Lili Louise Musique SAS

France

1,000

49%

67

877

1,545

12,300

6&7 SAS

France

81

51%

2,044

(114)

742

351

2,114
12,179Names (In € thousands)

Country

CapitalBelieve Digital GmbHGermany
Italy
Luxembourg
RussiaBelieve Digital SRL
Believe International SARL
Believe Digital OOO
Believe Digital Holding Inc.

Net valueof shares

Play2 SAS

France42

25%

26,674

805

4,924

2,384

Jo&Co SAS

France

10

51%

3,265

40

581

(35)

966

Structure PY SAS

France

0

24%

-

(743)

-

0

3,181

UK

2

100%

-

(4)

-

3,360

48,304

France

1

53%

1,060

(768)

930

(166)

4,077

Sentric
Morning Glory Music SAS

Extraordinary depreciation was recognized in the Company's financial statements for €867 thousand. The charge for the
fiscal year amounted to €201 thousand.
ANALYSIS OF RECEIVABLES

Gross amountLess than
one yearMore than
one year

Receivables related to equity associates

154,535

4,976

149,559

Trade receivables outside the Group

35,95335,953-Intragroup trade receivables

52,64352,643-

Other receivables on current assets(In € thousands)

156,211

136,605

19,606

Prepaid expenses

8,895

5,998

2,897

GROSS TOTAL

408,238

236,176

172,062

Impairment of current assets(in € thousands)

At opening

Inventories

Charges Reversal used

At December
31

216

489

687

18

Advances

3,599

1,487

-

-

5,086

Trade receivables

1,522

471

-

494

1,499

4,769

-

-

1,026

3,743

10,577

1,976

-

1,736

10,817

Subsidiary current accounts
TOTAL

-

Unusedreversal

ACCRUED INCOME(In € thousands)

37,787

Customer invoices to be issued - Third-party customers

9,911

Accrued income
TOTAL

310

AmountCustomer invoices to be issued - Group customers

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48,059www.believe.com

Financial statements
Parent company financial statements at December 31, 2023

PREPAID EXPENSES

Amount(In € thousands)

Insurance

193

Rent

1,284

Live

606

Label

645

Fees

3,508

Licenses

2,328

Miscellaneous

332

TOTAL

8,895

EQUITY(In € thousands)

At opening

Increase

Decrease

484

1

-

485

466,0631,619-

467,682

CapitalShare premium
Legal reserve

At December 31

64

-

-

64

Retained earnings(35,400)(44,357)-(79,756)

Net income (loss) for the period(44,357)(22,248)(44,357)(22,248)

666

201

-

867

387,520(64,783)(44,357)

367,093

Par value(in €)

Share capital (in €)96,764,109

0.005

483,821

107,634

0.005

538

Regulated provisions
EQUITY AT YEAR-END

SHARE CAPITAL

Share movements

Decision date

Shares at beginning of year
Exercise of BSPCE/BSA

04/30/2023

NumberExercise of BSPCE/BSA

06/30/2023

60,8720.005

304

Exercise of BSPCE/BSA

12/31/2023

153,735

0.005

769

97,086,350

0.005

485,432SHARES AT FISCAL YEAR-END
Accordingly, at December 31, 2023, the Company’s sharecapital amounted to €485,432, i.e. an increase of €1,611,
resulting from the completion of the following capitalincreases:●on April 30, 2023, the share capital was increased by anominal amount of €538 by issuing shares for the
beneficiaries of the BSA and BSPCE plans who exercised
their warrants (issue of 107,634 new shares);●●on June 30, 2023, the share capital was increased by anominal amount of €304 by issuing shares for the
beneficiaries of the BSA and BSPCE plans who exercised
their warrants (issue of 60,872 new shares);on December 29, 2023, the share capital was increased
by a nominal amount of €769 by issuing shares for the
beneficiaries of the BSA and BSPCE plans who exercised
their warrants (issue of 153,735 new shares).

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Financial statements
Parent company financial statements at December 31, 2023

Characteristics of the share subscription warrants
The terms and conditions of these issues are as follows:
Numberofoptionsauthorized

Numberof options
grantedNumberof options
notgrantedNumberofoptions
canceled

Date ofGM forcancellation

Plan

Authorization dateIssue/grant
date

Peroption
exercise
price

BSPCE 201105/31/2011

07/01/2011€8,884

156,002

66,860-89,142

12/18/2012

BSA 2011

05/31/2011

07/01/2011€8.884

66,85833,429-33 ,429

12/18/2012

BSPCE 201212/18/2012

11/07/2014€12.24

89,14273,542-

15,60011/25/2014

33,42926,654-

Expiry ofexerciseperiod07/01/2023,
2024 or 2025,
depending on
the tranche
11/07/2024

BSA 2012

12/18/2012

11/07/2014€12.24

6,775

11/25/2014

11/07/2024

BSPCE 2016-1

06/30/2016

06/30/2016€5.40

260,000--

06/30/2026

BSPCE 2016-2

06/30/2016

06/30/2016€5.40

155,000--

06/30/2026

BSA 2016-1

06/30/2016

12/31/2016€8.57

13,000--12/31/2026

BSA 2016-2

06/30/2016

06/30/2016

€5.40

-

-

06/30/2026

BSPCE 201706/30/2016

09/04/2017€8.57

10,300--09/04/2027

BSA 2017

06/30/2016

09/04/2017€8.57

15,000--09/04/2027

BSPCE 2018-1

10/15/2018

10/19/2018€9.18

845,000--

10/19/2028--

10/19/2028--

05/03/2029--

07/31/2029

BSA 2018-1

10/15/2018

10/19/2018€9.18

BSPCE 2019-1

10/15/2018

05/03/2019€14.75

BSA 2019-1

10/15/2018

07/31/2019€14.75

853,750

1,951,033

393,210

480,000
190,000
40,0007,240

396,033(1) Unless otherwise stated, the exercise deadline is 10 years from the grant date of the warrants.

Each option in the plans listed in the above table confers the right to two ordinary shares, except for the 2011 and 2012plans, which confer the right to 20 ordinary shares.
Performance Shares (AP)●The terms and conditions of the Performance Shareissues are presented below:
●

●

●

312

on April 27, 2023, the Board of Directors decided to
grant 1,071,495 free shares subject to performance
conditions to certain Group employees. This number
may be increased to a maximum of 1,264,347 in theevent of outperformance. These free shares, subject toperformance conditions, will vest in four tranches in
April 2026 after the Board of Directors has duly notedthat the performance conditions have been met;on December 9, 2022, the Board of Directors decided
to grant 100,000 free shares subject to performance
conditions to one Group employee. This number may
be increased to a maximum of 113,333 in the event ofoutperformance. These free shares, subject toperformance conditions, will vest in three tranches in
September 2025 after the Board of Directors has duly
noted that the performance conditions have been met;on May 3, 2022, the Board of Directors decided to grant697,322 free shares subject to performance conditions
to certain Group employees. This number may be
increased to a maximum of 790,298 in the event ofoutperformance. These free shares, subject toperformance conditions, will vest in three tranches in
May 2025 after the Board of Directors has duly notedthat the performance conditions have been met;

Universal registration document 2023 - Believe●

on September 15, 2021, the Board of Directors decided
to grant 692,254 free shares subject to performance
conditions to certain Group employees. This number
may be increased to a maximum of 784,543 in theevent of outperformance. These free shares, subject toperformance conditions, will vest in three tranches in
September 2024 after the Board of Directors has duly
noted that the performance conditions have been met;
the free performance share allocation plan regulations
dated September 15, 2021, May 3 and December 9,2022 and April 27, 2023 provide that if, during thevesting period, (i) a public tender offer and/or
exchange offer is launched on the Company’s shares or(ii) a shareholder acting alone or in concert holds morethan 30% of the Company’s share capital, the Board
may, at its discretion, decide to modify theperformance conditions in order to assess them at thetime of one of the above-mentioned events or to
removeany
continued
employment
and/orperformance condition and consider that the sharesare vested early, subject to compliance with aminimum vesting period of two years.

www.believe.com

Financial statements
Parent company financial statements at December 31, 2023

The main data and assumptions underpinning the fair value measurement of benefits awarded under share-based payment
arrangements are as follows:

Plan

Grant date

Maximum number of freeshares granted subject toperformance conditions

AP 2021 - tranche 2

09/15/2021

230,751

N/A

AP 2021 - tranche 1 and 3

09/15/2021

461,503106% / 0%

AP 2022 - tranche 2

05/03/2022

232,441

N/A

AP 2022 - tranche 1 and 3

05/03/2022

464,881100%

AP 2022 - tranche 2

12/09/2022

33,333

N/A

AP 2022 - tranche 1 and 3

12/09/2022

66,667100%

AP 2023 - tranche 3

04/27/2023

321,448

N/A

AP 2023 - tranche 1, 2 and 4

04/27/2023

750,047

100%

Estimated achievement of
performance conditions

Treasury shares purchased
As part of the implementation of the liquidity and market screening contract on its ordinary shares, the Company held
105,030 treasury shares at December 31, 2023.
PROVISIONS FOR RISKS AND CONTINGENCIES(In € thousands)

Provisions for risks
Other prov. for risks andcontingencies
Provisions for foreign exchange risks
TOTAL

At opening

Addition

Reversal used

UnusedreversalAt December
31

266

672

116

42

780

-

-

-

-

-

9,848

12,886-

9,848

12,886

10,114

13,558116

9,890

13,667

Provisions for foreign exchange risks amounted to €12,886 thousand at the end of 2023 and mainly cover the foreignexchange risk related to current accounts in USD and RUB.

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Financial statements
Parent company financial statements at December 31, 2023

FINANCIAL LIABILITIES(In € thousands)

Bank borrowings and debt
Bank overdrafts
Bank borrowingsand debt
Subsidiary current accounts

Decrease At December 31

At opening

Increase

3,782

37

1,757

2,062

-

-

-

-

3,782

37

1,757

2,062

172,857

26,86847,260152,465

Borrowings and other financial debt

172,857

26,86847,260152,465

TOTAL

176,639

26,90549,018

154,526

Total amount

0 to 1 year

1 to 5 years

More than 5
years

Borrowings and financial debt

2,062

1,162

900

-

Bank overdrafts and facilities

-

-

-

-

152,465

152,465

-

-

2,133

2,133

-

-

106,550

106,550

-

-

373

373

-

-

Tax and social security liabilities

24,39524,395--

Other payables

4,098

4,098

-

-

ANALYSIS OF PAYABLES(In € thousands)

Other financial liabilities
Trade receivables, CNI, CNR
Trade payables
Payables to suppliers of non-current assets

Deferred revenue
TOTAL

168

168

-

-

292,243

291,343900-

ACCRUED EXPENSES(In € thousands)

Bank borrowings and debt

314

Amount37

Trade payables

76,429Tax and social security liabilities

16,420TOTAL

92,886

Universal registration document 2023 - Believewww.believe.com

Financial statements
Parent company financial statements at December 31, 2023

6.2.2.6 Information on the income statement
BREAKDOWN OF OPERATING INCOME

Amount excl. VAT(In € thousands)%

Sales of goods

11,8494.7%Services

122,708

48.4%

Income from ancillary activities and other operating income

119,219

47.0%

TOTAL

253,776

100%

Sales of goods correspond to the physical distribution activity and Merchandising.
The provision of services relates to digital distribution.
Income from ancillary activities includes in particular invoices to the Company’s subsidiaries for management fees, the shareof distribution fees paid to digital platforms and owed to the Company in accordance with the invoicing terms provided forin the contracts between the Company and its subsidiaries, and capitalized production.
REVENUE BREAKDOWN(In € thousands)

FranceExports

Total

Sales of goods

11,072776

11,849Services
NET REVENUE

9,269

113,439

122,708

20,341

114,216

134,557

2023

2022

0

732

(1,012)

(316)

(22)

(162)

TAX BREAKDOWN

Detailed tax expense (in € thousands)
Income tax
Production Tax Credit
Live performance Tax Credit (Crédit d’impôt Spectacle Vivant)Tax loss carryforwards
TOTAL

(82)

(60)

(1,116)194

INCREASE AND REDUCTION OF FUTURE TAX LIABILITY(In € thousands)

Increases
Regulated provisions
Translation adjustments, assets
Reductions
Non-deductible provisions year of recognition
Social construction tax
Provision for foreign exchange losses
Translation adjustments, liabilities
TOTAL

AmountTax

13,753

3,438

867

217

12,886

3,222(22,401)(5,600)

4,283

1,071

217

54

12,886

3,222

5,015

1,254

(8,648)(2,162)The tax rate used to calculate the increase and reduction of the tax liability is 25%.

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Financial statements
Parent company financial statements at December 31, 2023

BREAKDOWN OF CORPORATE INCOME TAX BETWEEN CURRENT INCOME AND NON-CURRENT INCOME

Income (loss)
before tax

Tax due

Incomeafter tax

Current income(22,110)-(22,110)Non-current income (loss)(1,254)-(1,254)

Tax loss carryforwards

-

82

1,034

Tax adjustment

-

-

-

(In € thousands)

Tax credit
TOTAL

-

1,034

82

(23,364)

1,116(22,248)

EXCEPTIONAL EXPENSES AND INCOME

Exceptional income and expenses mainly comprises:●

non-current income on equity and managementtransactions, in the amount of €317 thousand, andreversals of provisions and transfers of expenses
totaling €0;●

non-current expenses on equity and managementtransactions, in the amount of €1,370 thousand, and as
non-current depreciation, amortization and provisions
totaling €201 thousand. This is mainly exceptional
expenses related to extraordinary depreciation.

6.2.2.7 Average headcountEmployee categories

Employees

Executives

541

Employees

106

TOTAL

647

6.2.2.8 Executive compensation
The compensation of the Group’s main executives
corresponds to the compensation of corporate officers
and independent directors. The amounts presented below
in respect of their compensation and recorded in the(In € thousands)

2023

2022

Compensation in respect of employment

387

376

Benefits in kind316

income statement correspond to the amounts paid during
their terms of office. The key executives have not been
granted any post-employment benefits.

--Compensation in respect of corporate officer positions

167

205

TOTAL EXECUTIVE COMPENSATION

554

581

Universal registration document 2023 - Believewww.believe.com

Financial statements
Parent company financial statements at December 31, 2023

6.2.2.9 Off-balance sheet commitments
Finance lease liabilities
At December 31, 2023, liabilities associated with financeleases relate to investments in IT equipment by Believe. The
commitment stood at €4,241,000 at December 31, 2023.

●

●

●

●

Lease commitment
In March 2019, the Company entered into a lease,subsequently amended by riders, to establish its
registered office in the premises located at 24, rue
Toulouse Lautrec in the 17th arrondissement of Paris. It
moved to its new premises in November 2019 and theregistered office was transferred to this address.
In 2023, the Company and the lessor renegotiated a newlease by mutual agreement that resulted in the earlytermination of the initial lease, which ended, withoutcompensation and without any other formality, on March
31, 2023.
The new lease was granted for a period of 9 (nine) years
with effect from April 1, 2023, and ends on March 31,
2032. In addition to the legal option to terminate the leaseat the end of each three-year period, the Company has
two options to terminate the lease, on August 31, 2025 orAugust 31, 2028, subject to complying with thecorresponding termination conditions.
The commitment in respect of this lease was €16,368,313
at December 31, 2023.

Other commitments
The list of commitments given breaks down as follows:●●

various general and specific guarantees in connection
with the acquisitions of Play 2, Jo&Co, Morning GloryMusic and Structure PY;
comfort letters in the context of business continuity forits subsidiaries: Believe SRL, Believe GmbH, Soulfood ,Believe Direct Limited and Nuclear Blast GMGH.

Post-employment benefit obligations
Post-employment benefit obligations were estimated at
December 31, 2023 using the retrospective method of
projected unit credits. This method takes into account thecurrent age and length of service of each employee, theirlife expectancy based on the INSEE mortality tables, andthe probability of being employed by the Company basedon employee turnover rates per age group.
The scale used for the number of months ofcompensation is the one from the Creation and Eventcollective bargaining agreement; the amount of theretirement benefit is set as follows:●●for employees with between 5 and 8 years of service: 1month’s salary;for employees with between 9 and 13 years of service:
2 months’ salary;●for employees with between 14 and 18 years of service:
3 months’ salary;for employees with between 19 and 23 years of service:
4 months’ salary;for employees with between 24 and 28 years of service:
5 months’ salary;for employees with between 29 and 34 years of service:
6 months’ salary;for employees with more than 35 years of service: 7months’ salary.

The calculation is estimated based on the compensation
paid in 2023 and takes into account a turnover rate by age
group of between 0% and 24.0%, a discount rate of
4.09%, a salary increase rate by age group of between
2.0% and 8.0%, and a social security contribution rate of45%.
Off-balance sheet commitments amounted to €105,316 at
December 31, 2023, compared to €141,529 at December
31, 2022.
The change during the 2023 fiscal year can be analyzed asfollows:●

standard cost of €7,532;●

interest cost on the liability of €5,485;●

actuarial losses of €49,219.

6.2.2.10 Events after the reporting
periodOn 12 February 2024, Denis Ladegaillerie, the EQT X fund(“EQT”) and funds advised by TCV (together, “TCV”) haveannounced that they have formed a consortium (the“Consortium”) with a view to launching, through a dedicatedentity a tender offer on the shares of the Company at a priceper share of 15 euros, following the acquisition of a block
representing 71.92% of the share capital and 77.42% of thetheoretical voting rights of the Company by buying theshares held by TCV Luxco BD S.à r.l., Ventech and XAnge(see press release issued by the consortium on 12 February
2024, as well as the press release issued by the Company on
the same day, available on the Company's institutional
website).
As stated in Note 8.3, if these operations were to takeplace, the consortium would take control of the Company,
thus constituting a case of change of control under the
Revolving Credit Agreement.
The Board of Directors of Believe has created an ad hoc
Committee composed of 3 independent directors, toreview the work of the independent expert and prepare a
draft reasoned opinion (“avis motivé”) on the Offer.
Following the announcement of the Offer by theConsortium, the Company's Board of Directors hasreceived an exploratory, preliminary, and non-binding
expression of interest from Warner Music Group
regarding a potential combination of Believe with WarnerMusic Group. The ad hoc Committee will continue to fulfill
its mission and keep the market informed in compliancewith applicable regulations.

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Financial statements
Parent company financial statements at December 31, 2023

6.2.3 Other items relating to the 2023 financial statements
6.2.3.1 Overview of the Company
financial position and businessduring the fiscal year
The Company’s revenue was up on the previous fiscal year
and stood at €134,557 thousand for the fiscal year ended
December 31, 2023, compared with €130,375 thousand
for the previous fiscal year, i.e. an increase of 3%.
The Company's revenue principally stems from the
distribution of musical content on the French market, andthe provision of services to its subsidiaries through thecentral technological platform developed by the Company
to support the development of artists and labels in all
regions.
Operating income amounted to €253,776 thousand,compared to €240,932 thousand in the previous fiscal
year. Operating expenses totaled €276,453 thousandcompared with €268,687 thousand in the previous
fiscal year.
Total payroll amounted to €75,308 thousand, compared to€67,411 thousand for the fiscal year ended December 31,
2022, i.e. an increase of 12%.
Recruitment is focused on the following resources:
metadata and operations management and developers.
Operating income increased to €(22,677) thousand for the
fiscal year ended December 31, 2023, compared to€(27,755) thousand for the previous fiscal year, i.e. anincrease of 18.3%.
Net financial income was €567 thousand compared to an
expense of €13,222 thousand in 2022, due in particular toa positive currency effect of €17,988 thousand, thereduction in provisions for impairment of shares insubsidiaries €(8,074) thousand, a reduction in provisions
for group loans of €14,830 thousand, and impairment of
current accounts €(5,795) thousand and currency gains
and provisions.
Operating income before tax was up compared to theprevious fiscal year and stood at €(22,110) thousand forthe fiscal year, compared with €(40,977) thousand for theprevious fiscal year.
Exceptional income amounted to €(1,254) thousand,compared to €(3,185) thousand at December 31, 2022,
mainly comprised in 2023 of a debt write-off in favor of its
Italian subsidiary of €(1,000) thousand.
Corporate income tax in 2023 amounted to income of€1,116 thousand, mainly corresponding to thephonographic tax credit, compared with an expense of€194 thousand in 2022.
Business for the fiscal year resulted in a net accounting
loss of €(22,248) thousand, compared to a net accounting
loss of €(44,357) thousand recognized in the previous
fiscal year.

In accordance with the provisions of Article R. 225-102 of the French Commercial Code, the below table presents theCompany's results for the last five fiscal years:(In € thousands)

December December December December December
2019
2020
2021
2022
2023

I. Financial position at year-enda) Share capitalb) Number of shares issuedc) Number of bonds convertible into shares

400

402

480

484

485

39,970,901 40,234,421 95,957,102 96,764,109 97,086,350
-

-

-

-

154,377

130,375

II. Comprehensive operating incomea) Revenue excluding tax

254,671

196,472b) Earnings before tax, depreciation, amortizationand provisions

9,842(1,004)(2,758)13,5248,368c) Income tax

2,650

(304)

(2,233)

194(1,116)976(17,763)(18,928)(44,357)(22,348)

-

-

-

-

a) Earnings after tax, but before depreciation,amortization and provisions in €0.18

(0.02)(0.01)

0.14

0.10b) Earnings after tax, depreciation,amortization and provisions in €0.02

(0.44)(0.20)(0.46)(0.23)

261

391

516

642

675

b) Total payroll

15,10024,07034,462

42,311

48,179c) Amount paid in respect of social benefits (social
security, employee social and cultural budget, etc.)

6,702

10,355

15,206

18,661

22,448d) Earnings after tax, depreciation, amortizationand provisionse) Amount of earnings distributed

134,557

III. Operating income per sharec) Dividend allocated to each share in €IV. Staffa) Number of employees

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Financial statements
Parent company financial statements at December 31, 2023

The companies controlled by Believe are as follows:

Believe Digital GmbH (Germany)
In 2023, this subsidiary, wholly-owned by the Company,
absorbed the Groove Attack group comprising its
subsidiaries GoodToGo GmbH, JustBridge Entertainment
GmbH and RoughTrade GmbH.
Over the period from January 1, 2023 to December 31, 2023,
its revenue amounted to €175 thousand and its net income(loss) resulted in a net accounting loss of €(22,189) thousand.

Believe International SARL (Luxembourg)
This subsidiary, wholly-owned by the Company, reported
revenue of €762,407 thousand for the period fromJanuary 1, 2023 to December 31, 2023, and net accounting
income of €8,369 thousand.

Business related to subsidiaries
Believe Digital GmbH had a negative net worth of €49,549
thousand. Equity investments were impaired in theamount of €11,635 and its loan in the amount of €14,830
thousand.
In addition, during the 2023 fiscal year, Believe wrote off adebt of €1,000 thousand in favor of its Italian subsidiary inorder to enable the latter to restore its net worth. This
company has a positive net worth of €970 thousand.
During the same fiscal year, Believe reversed the
impairment of the securities of this subsidiary for €10
thousand and of its current account for an amount of€1,026 thousand.
Believe Digital OOO had a negative net worth of €982
thousand. In view of the international context, Believe
decided to maintain the impairment on securities for an
amount of €20 thousand and on its current account for€3,742 thousand.

Believe Digital SRL (Italy)
This subsidiary, wholly-owned by the Company over theperiod from January 1, 2023 to December 31, 2023,
presented revenue of €847 thousand and net accounting
income of €860 thousand.

Believe Digital OOO (Russia)
This subsidiary, wholly-owned by the Company over theJanuary 1, 2023 to December 31, 2023, presented revenueof €217 thousand and net accounting income of €4,199
thousand.

Believe Digital Holdings Inc (United States)
This subsidiary, wholly-owned by the Company, did notrecognize any revenue and net accounting income was€2,468 thousand, resulting from the dividend paid by
TuneCore Inc.

Existing branches
As of December 31, 2023, the Company had arepresentative office in Istanbul, Turkey, as well as two
secondary entities located at the Company’s registeredoffice.

6.2.3.2 Significant events during
the fiscal year

Other information
There is no other relevant information.

6.2.3.3 Company's capital increase
In 2023, the share capital was increased (including sharepremiums) by a total of €1.6 million by issuing new sharesto the beneficiaries the BSA and BSPCE plans who
exercised their warrants (see Note 10.1 - Changes in sharecapital).

6.2.3.4 Equity investments made during
the fiscal year
On March 30, 2023, the Company acquired the Sentricgroup, an independent music publishing platform, for€48,304 thousand. Believe now holds 100% of SentricMusic Group’s share capital.
On June 2, 2023, the Company subscribed to the capitalincrease of IRCAM Amplify for €531 thousand.

6.2.3.5 Foreseeable development
and outlook
For the coming fiscal year, the Company anticipates thefollowing changes:●

Acquisitions in the 2023 fiscal year
On March 30, 2023, the company acquired the Sentricgroup, an independent music publishing platform, for€48,304 thousand. Believe holds 100% of Sentric Music
Group's share capital.
On June 2, 2023, the Company subscribed to the capitalincrease of IRCAM Amplify for an amount of €531
thousand.

●●continuing its organic international development andexternal growth transactions in order to strengthen its
market share;continuing the integration and development ofcompanies acquired in order to optimize synergies andstrengthen offers;
strengthening of technical and operational teams to
support growth and technological developments.

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Financial statements
Parent company financial statements at December 31, 2023

6.2.3.6 The Company’s researchand development activities

6.2.3.8 Information on dividends
previously paid

During the past fiscal year, the Company recorded
research and development expenses in the amount of€15,046 thousand. These are mainly expenses for productand system development projects.

In accordance with the provisions of Article 243 bis of theFrench General Tax Code, no dividends were paid inrespect of the three previous fiscal years.

6.2.3.7 Proposed allocation ofCompany net income
At the General Meeting to be held on June 26, 2024,
shareholders will be asked to allocate the income for the
fiscal year ended December 31, 2023, namely a net
accounting loss of €22,247,581, to "Retained earnings",
which, subject to approval by the said Meeting, willchanged from €(22,247,581) to €(102,003,922).

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6.2.3.9 Non-deductible tax expenses
It should be noted that the financial statements for the
fiscal year ended December 31, 2023 include non-tax
deductible expenses referred to in Article 39-4 of theFrench General Tax Code, namely an amount of €7.4
thousand for excess depreciation. No tax is due in respectof these expenses.
In addition, the non-deductible reintegrated overheads
referred to in Article 39-5 of the French General Tax Codeamounted to €0.

www.believe.com

Financial statements
Parent company financial statements at December 31, 2023

6.2.3.10 Information on payment terms
The information relating to Article D. 441-6 of the French Commercial Code is as follows:
The breakdown of the Company’s trade payables by maturity date was as follows:
Article D. 441-6 I-1°: invoices received and not paid
at the reporting date and whose term is past due
1-30 days

31-60 days

61-90 days

More than
90 days

Total (1 day
or more)Number of invoices involved

10

1

5

390

406

Total amount of invoices
including VAT

74

11

24

3,010

3,120

0.04%

0.01%

0.01%

1.52%

1.57%

(In € thousands)(A) Past due periods

Percentage of total purchases
excluding tax for the fiscal year(B) Invoices not included in (A) associated with disputed or not recognized debt and receivables
Number of invoices non included
Total amount of invoices not included(C) Reference payment terms used (contractual or legal – Article L. 441-10 or L. 441-9 of the French Commercial
Code)
Payment terms used
to calculate late payments

30 days following the issue of the supplier invoice

At the reporting date, the breakdown of the Company’s trade receivables by maturity date was as follows:
Article D. 441-6 I-2°: invoices issued but not yet paid
at the reporting date whose term is past due(In € thousands)

1-30 days

31-60 days

61-90 days

More than
90 days

Total (1 day
or more)(A) Past due periods
Number of invoices involved

2,613

140

123

652

3,528

Total amount of invoices
including VAT

1,745

37

8

2,127

3,918

Percentage of revenue excl. Tax
for the fiscal year

0.95%

0.02%

0.00%

1.15%

13.47%(B) Invoices not included in (A) associated with disputed or not recognized debt and receivables
Number of invoices non included
Total amount of invoices not included(C) Reference payment terms used (contractual or legal – Article L. 441-10 or L. 441-9 of the French Commercial
Code)
Payment terms used
to calculate late payments

30 days following the issue of the customer invoice

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Financial statements
Parent company financial statements at December 31, 2023

6.2.3.11 Employee
share ownership
Employee profit-sharing is described in Chapter 7“Information on the Company and its shareholders” of this
Universal Registration Document, in Section 7.3.4“Statement of employee share ownership”.

6.2.3.12 Agreements covered
by Article L. 225-38 of theFrench Commercial CodeThe Statutory Auditors issued a special report on relatedparty agreements noting the only agreement that
continued in force over the 2023 fiscal year, details of
which are provided in Section 4.4 “Related-party andcurrent agreements and valuation procedure”.
For the 2023 fiscal year, no related-party agreement fallingwithin the scope of Article L. 225-38 of the French
Commercial Code was signed or authorized in advance by
the Board of Directors.
Believe's shareholders will be asked to approve theStatutory Auditors' special report at the General Meeting
to be held on June 26, 2024.

6.2.3.13 Terms of office of the executive
director, the directors andthe Joint Statutory Auditors(a) Terms of office of executives
Details of the terms of office of the Company’s executive
director and directors can be found in the corporate
governance report (described in Chapter 4 “Corporate
governance” of this Universal Registration Document).

(b) Terms of office of
the Joint Statutory Auditors
The General Meeting of Shareholders held on May 25,
2021 specified that the transformation of the Company
into a French public limited company (société anonyme)
had no impact on the term of office of the Joint Statutory
Auditors, who will remain in office for the remaining termsof their respective offices.
As a reminder, ACA NEXIA, Principal Joint Statutory
Auditor, and PIMPANEAU & ASSOCIES, Alternate
Joint Statutory Auditor, were appointed on December 23,
2020 for the remaining term of office of theirpredecessors, i.e. until the end of the General Meeting
called to approve the financial statements for the fiscal
year ended December 31, 2023.
As the term of office as Principal Statutory Auditor of ACA
NEXIA is expiring, the General Meeting of June 26, 2024
will be asked to renew the term of office of ACA NEXIA as
Principal Statutory Auditor for a period of six fiscal years.
As the term of office as Alternate Statutory Auditor of
PIMPANEAU & ASSOCIES is expiring, the General Meeting ofJune 26, 2024 will be asked to not renew this term of office.
In addition, KPMG S.A., Alternate Joint Statutory Auditor,
and SALUSTRO REYDEL, Alternate Joint Statutory Auditor,
were appointed on June 27, 2019 until the end of theGeneral Meeting called to approve the financial
statements for the fiscal year ended December 31, 2024.

(c) Appointment of an auditor to certify the
information relating to sustainability
It should be noted that, for all practical purposes, theGeneral Meeting of June 26, 2024 will have to vote on theappointment of an auditor responsible for certifying theinformation relating to sustainability.
For further information, readers are invited to consult the
explanatory note associated with the relevant resolution.

6.2.3.14 Reminder ofcurrently valid delegations
granted by the General
Meeting to theBoard of Directors
The reports prepared by the Board of Directors per Articles
L. 225-184 and L. 225-197-4 of the French Commercial Coderelating, on the one hand, to share subscription andpurchase options and, on the other hand, the grant of freeshares will be provided to shareholders at the Annual
General Meeting of June 26, 2024.
In addition, the General Meetings of June 20, 2022 andJune 16, 2023 adopted a certain number of currently valid
financial delegations described in Chapter 7 “Information on
the Company and its shareholders”, of this Universal
Registration Document under Section 7.2.2 “Share capitalauthorized but not issued”.

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

6.3

Statutory Auditors’ report on the consolidated
financial statements and the separate financial
statements at December 31, 2023

6.3.1 Statutory Auditors’ report on the consolidated financial
statements at December 31, 2023
Fiscal year ended December 31, 2023
To the General Meeting of Believe,

OpinionPursuant to the engagement entrusted to us by your General Meetings, we have audited Believe's consolidated financial
statements for the fiscal year ended December 31, 2023, as attached to this report.
We hereby certify that, in accordance with the IFRS standards applicable in the European Union, the consolidated financial
statements give a true and fair view of the results of operations for the past fiscal year, as well as of the financial position
and the assets and liabilities of the group of persons and entities comprising the scope of consolidation as at the end of the
fiscal year.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the "Statutory Auditors’ responsibilities for the audit of
the consolidated financial statements" Section of our report.

Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code andthe French Code of Ethics for Statutory Auditors for the period from January 1, 2023 to the date of our report, and, notably,
we did not provide any services prohibited by Article 5, paragraph 1, of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to thejustification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in
our professional judgment, were of most significance in our audit of the consolidated financial statements for the fiscal year,
as well as how we addressed those risks.
These assessments were made in the context of the audit of the consolidated financial statements taken as a whole and of
the formation of our opinion expressed above. We do not express an opinion on these consolidated financial statements
taken in isolation.

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

CHANGE IN ADVANCES PAID TO ARTISTS AND LABELS

Notes 1.3 “Use of judgement and estimates” and 4.6 “Advances to artists and labels” of the Notes to the consolidated
financial statements
Key audit matters

Responses provided during our audit

Advances to artists and labels appear on the balance sheet Our work consisted of:at December 31, 2023 for a net amount of €258,580● obtaining an understanding of how management
thousand, including €103,129 thousand for the current
determines the recoverability of advances paid toportion and €155,451 thousand for the non-current
artists and labels;
portion.
These advances are recognized as assets when they are ● assessing the reasonableness of the quantitative andqualitative factors used by management to evaluate thepaid and are expensed as the related rights are due to the
future performance of artists and labels;
artists and labels. When there is doubt as to therecoverability of these advances, an impairment loss isrecognized in cost of sales.

The carrying amount of the advances is written down if theGroup no longer expects to recoup them in full against
the future performance of the artists or labels. Future
performance is measured by (i) projecting advances
recovered for the last three months over the remaining
term of the initial agreement, thereby identifying artists
and labels for whom the recoverability of advances may be
doubtful, and (ii) meetings with operational management
to factor in qualitative inputs.

●●

performing a retrospective analysis of the performanceof artists and labels for which (i) there was a doubt, atthe end of the previous fiscal year, as to therecoverability of their advances based on the
projections for the last three months and (ii) which had
not been impaired based on qualitative elements;
assessing the appropriateness of the information on
the accounting principles applied and the significant
judgments used by the group.

We considered that the valuation of advances paid toartists and labels was a key audit matter because of theirmateriality in the Group's consolidated financial
statements and because the determination of future
performance and resulting impairment relies on estimatesor assessments involving a high degree of judgment on thepart of management.

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

DIGITAL REVENUE ESTIMATE RELATED TO FINAL SALES REPORTS NOT RECEIVED AT YEAR END

Notes 1.3 “Use of judgement and estimates” and 4.5 “Trade receivables and other current assets” of the Notes to theconsolidated financial statements
Key audit matters

Responses provided during our audit

Based on past experience, the group estimates revenue Our work consisted of:for sales made for which final sales reports are pending at● obtaining an understanding of the revenue estimation
the reporting date. This mainly concerns revenue frommethod used by the group for final sales reports notdigital activities for all platforms working with the group.
received at year end;
Invoices not yet issued (included in the estimated revenue)at the reporting date pending the final reports from the ● assessing the compliance of this method withapplicable accounting principles;
digital platforms are shown in trade receivables.
These relate to revenue recognized when a performance ● for a selection of digital platforms for which final
reports were received and for which invoices were
obligation has been satisfied but not yet billed.
issued subsequent to year end, comparing them with
Revenue is estimated using the weighted average monthly
the estimates made by the group at year end;
growth of each platform over the past three years, andalso takes into account any relevant known factors specific ● for digital platforms for which final reports were notreceived, assessing the correct application of theto a given platform.
estimation method defined by the group, and, where
We considered that Digital revenue estimation related toapplicable, the reasonableness of the known specificfinal sales reports not received at year end from the digital
factors taken into account for the estimation of invoices
platforms was a key audit matter because of estimates
to be issued;
required for the recognition of this revenue.
●●comparing retrospectively the estimates made by thegroup at previous year-ends with the final sales reports
received;assessing the appropriateness of the information on
the accounting principles applied and the significant
judgments used by the Group.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications requiredby laws and regulations of the Group’s information given in the management report of the Board of Directors.
We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.
We certify that the consolidated non-financial statement required by Article L.225-102-1 of the French Commercial Code, is
included in the Group’s information given in the management report, it being specified that, in accordance with theprovisions of Article L. 823-10 of this Code, we have verified neither the fair presentation nor the consistency with theconsolidated financial statements of the information contained therein and this information must be reported by anindependent third party.

Report on Other Legal and Regulatory Requirements
Format of presentation of the consolidated financial statements intended to be included in theannual financial report
We also verified, in accordance with the professional standards applicable in France regarding the procedures performed by
the Statutory Auditors relating to the annual and consolidated financial statements presented in the European single
electronic format, that the presentation of the consolidated financial statements intended to be included in the annual
financial report mentioned in Article L.451-1-2, I of the French Monetary and Financial Code, prepared under the
responsibility of Chairman and Chief Executive Officer, complies with the single electronic format defined in the European
Delegated Regulation No. 2019/815 of December 17, 2018. As it relates to consolidated financial statements, our work
includes verifying that the tagging of these consolidated financial statements complies with the format defined in the above
delegated regulation.
Based on the work we have performed, we conclude that the presentation of the consolidated financial statements intended
to be included in the annual financial report complies, in all material respects, with the European single electronic format.
Due to the technical limitations inherent in the macro-tagging of the consolidated financial statements in accordance withthe single European electronic reporting format, the content of certain tags in the notes may not be rendered identically tothe consolidated financial statements attached to this report.

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

Due to the technical limitations inherent in the macro-tagging of the consolidated financial statements in accordance withthe single European electronic reporting format, the content of certain tags in the notes may not be rendered identically tothe consolidated financial statements attached to this report.
Furthermore, we have no responsibility to verify that the consolidated financial statements that will ultimately be included
by your company in the annual financial report filed with the AMF are in agreement with those on which we have performed
our work.

Appointment of the Statutory Auditors
We were appointed as Believe's Statutory Auditors by the General Meetings held on June 27, 2019, in the case of KPMG SA,
and on December 23, 2020, in the case of Aca Nexia.
As at December 31, 2023, KPMG SA was in the 5th year and of total uninterrupted engagement and Aca Nexia was in the 4thyear, including two years each since securities of the Company was admitted to trading on a regulated market.
Furthermore, KPMG Audit IS, member of the KPMG network, was previously Statutory Auditor of the entity from 2013 to 2018.

Responsibilities of Management and Those Charged with Governancefor the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordancewith International Financial Reporting Standards as adopted by the European Union and for such internal control as
management deems necessary to enable the preparation of consolidated financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Company’s ability tocontinue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis ofaccounting unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of the internal
control and risk management systems, as well as internal audit where applicable, with respect to procedures relating to the
preparation and processing of accounting and financial information.
The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors’ responsibilities for the auditof the consolidated financial statements
Objectives and audit approach
Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about
whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is ahigh level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards 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 financial statements.
As specified in Article L.821-55 of the French Commercial Code, our statutory audit does not include assurance on theviability of the Company or the quality the management of its affairs.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor
exercises professional judgment throughout the audit. Furthermore, it:
●

●

●

326

identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud
or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be
sufficient and appropriate to provide a basis for his 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;
obtains an understanding of internal control relevant to the audit in order to design audit procedures that areappropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal
control;evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management in the consolidated financial statements;

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

●

●

●

assesses the appropriateness of management’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 Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to
the date of his audit report. However, future events or conditions may cause the Company to cease to continue as agoing concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw
attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are
not provided or inadequate, to modify the opinion expressed therein;evaluates the overall presentation of the consolidated financial statements and assesses whether these statements
represent the underlying transactions and events in a manner that achieves fair presentation;
obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the Group to express an opinion on the consolidated financial statements. The Statutory Auditor is responsible forthe direction, supervision and performance of the audit of the consolidated financial statements and for the opinion
expressed on said financial statements.

Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control
regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were ofmost significance in the audit of the consolidated financial statements of the current period and which are therefore the key
audit matters, that we are required to describe in this audit report.
We also provide the Audit Committee with the declaration foreseen by Article 6 of Regulation (EU) No. 537-2014 confirming
our independence, within the meaning of the rules applicable in France as set notably by Articles L. 821-27 to L.821-34 of theFrench Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the
Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

The Statutory Auditors
Paris La Défense, March 26, 2024

Paris, March 26, 2024

KPMG SA

Aca Nexia

Jean-Pierre Valensii

Jérôme LO IACONO

Olivier Juramie

Associate

Associate

Associate

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Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

6.3.2 Statutory Auditors’ report on the financial statements
at December 31, 2023
Fiscal year ended December 31, 2023
To the General Meeting of Believe,

OpinionPursuant to the engagement entrusted to us by your General Meetings, we have audited Believe's annual financial
statements for the fiscal year ended December 31, 2023, as attached to this report.
We hereby certify that, in accordance with French accounting principles, the annual financial statements give a true and fairview of the results of operations for the past fiscal year, as well as of the Company's financial position and its assets andliabilities as at the end of the fiscal year.
The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion
Audit Framework
We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.
Our responsibilities under those standards are further described in the "Statutory Auditors’ responsibilities for the audit of
the annual financial statements" Section of our report.

Independence
We conducted our audit engagement in compliance with independence requirements of the French Commercial Code andthe French Code of Ethics for Statutory Auditors for the period from January 1, 2023 to the date of our report, and, notably,
we did not provide any services prohibited by Article 5, paragraph 1, of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters
In accordance with the requirements of Articles L.821-53 and R.821-180 of the French Commercial Code relating to thejustification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in
our professional judgment, were of most significance in our audit of the annual financial statements for the fiscal year, as
well as how we addressed those risks.
These assessments were made in the context of the audit of the annual financial statements taken as a whole and of theformation of our opinion expressed above. We do not express an opinion on these annual financial statements taken
in isolation.

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Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

VALUATION OF EQUITY INVESTMENTS AND RELATED RECEIVABLES

Note on “Accounting policies – Financial assets” of the Notes to the annual financial statements
Key audit matters

Responses provided during our audit

The equity investments recorded in the statement offinancial position at December 31, 2023 had a net value of€116,179 thousand, while related receivables had a net
carrying amount of €139,705 thousand.

To assess the reasonableness of the estimate of the value
in use of equity investments, on the basis of theinformation communicated to us, our work consisted
mainly in verifying that the estimate of these values
Equity investments are recognized on their entry date at determined by management is based on an appropriateacquisition cost and impaired on the basis of their value in justification of the valuation method and the figures used
and, depending on the investments concerned, to:use.
The value in use is estimated by management on the basis For valuations based on the share of net assets of theof the subsidiary’s share of net assets or an estimate of subsidiary:
future cash flows corrected for net debt.
● check that the shareholders’ equity used is consistent
Receivables related to equity investments are subject towith the accounts of the entities that have been the
impairment calculated according to the estimated risk of
subject of an audit or analytical procedures and that
non-recovery of advances made to the corresponding
the adjustments made, where applicable, to thesecompanies.
shareholders’ equity are based on documentary
evidence.
In this context, due to the uncertainties inherent in certain
elements and in particular the probability of the realization For forecast-based valuations:of the forecasts, and due to their significant importance inthe company’s financial statements, we considered that ● obtain the cash flow forecasts of the entities concernedand assess their consistency with historical data;
the correct valuation of equity interests and related
receivables constitutes a key audit matter.

●

●

●

check the consistency of the assumptions used with theeconomic environment on the dates of closing andestablishment of the financial statements;

assess the reasonableness of the other assumptions
used, such as the perpetual growth rate or the discountrate;
check that the value resulting from the cash flow
forecasts has been adjusted for the amount of debt of
the entity in question.

Beyond the assessment of the value in use of equity
investments, our work also consisted to:●●assess the recoverability of the related receivables withregard to the analyzes carried out on the equity
securities;
check the recognition of a provision for risks in cases
where the company is committed to bearing the losses
of a subsidiary with negative equity.

Specific Verifications
We have also performed, in accordance with professional standards applicable in France, the specific verifications requiredby laws and regulations.

Information given in the management report and in the other documents with respect
to the financial position and the annual financial statements provided to the shareholders
We have no matters to report as to the fair presentation and the consistency with the annual financial statements of theinformation given in the management report of the Board of Directors and in the other documents with respect to thefinancial position and the annual financial statements provided to shareholders.
We attest to the fair presentation and the consistency with the annual financial statements of the information relating to
payment deadlines mentioned in Article D.441-6 of the French Commercial Code.

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6

Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

Report on Corporate GovernanceWe certify that the Board of Directors’ report on corporate governance sets out the information required by Articles L.22537-4, L.22-10-10 and L.22-10-9 of the French Commercial Code.
Concerning the information provided in accordance with the requirements of Article L.22-10-9 of the French Commercial
Code relating to compensation and benefits received by or awarded to the directors and any other commitments made in
their favor, we verified their consistency with the financial statements, or with the underlying information used to prepare
these financial statements and, where applicable, with the information obtained by your company from controlled
companies included in the scope of consolidation. Based on these procedures, we attest to the accuracy and fairpresentation of this information.
Concerning the information provided in accordance with the requirements of Article L.22-10-11 of the French Commercial
Code relating to factors which your Company considers could have an impact in the event of a takeover bid or public
exchange offer, we verified its consistency with the documentation from which it has been extracted and which has been
provided to us. Based on these procedures, we have no observations to make on this information.

Other information
In accordance with French law, we have verified that the required information concerning the purchase of investments andcontrolling interests and the identity of the shareholders and holders of the voting rights has been properly disclosed in the
management report.

Report on Other Legal and Regulatory Requirements
Format of presentation of the annual financial statements intended to be included in theannual financial report
We also verified, in accordance with the professional standards applicable in France regarding the procedures performed by
the Statutory Auditor relating to the annual and consolidated financial statements presented in the European single
electronic format, that the presentation of the annual financial statements intended to be included in the annual financial
report mentioned in Article L.451-1-2, I of the French Monetary and Financial Code, prepared under the responsibility of
Chairman and Chief Executive Officer, complies with the single electronic format defined in the European DelegatedRegulation No. 2019/815 of December 17, 2018.
Based on the work we have performed, we conclude that the presentation of the annual financial statements intended to be
included in the annual financial report complies, in all material respects, with the European single electronic format.
We have no responsibility to verify that the annual financial statements that will ultimately be included by your company inthe annual financial report filed with the AMF are in agreement with those on which we have performed our work.

Appointment of the Statutory Auditors
We were appointed as Believe's Statutory Auditors by the General Meetings held on June 27, 2019, in the case of KPMG SA,
and on December 23, 2020, in the case of Aca Nexia.
As at December 31, 2023, KPMG SA was in the 5th year and of total uninterrupted engagement and Aca Nexia was in the 4thyear, including three years each since securities of the Company was admitted to trading on a regulated market.
Furthermore, KPMG Audit IS, member of the KPMG network, was previously Statutory Auditor of the entity from 2013 to 2018.

Responsibilities of management and those charged with governance for the annual
financial statements
Management is responsible for the preparation and fair presentation of the annual financial statements in accordance with
French accounting principles and for such internal control as management deems necessary to enable the preparation ofannual financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the annual financial statements, management is responsible for assessing the Company’s ability to continue asa going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting
unless it is expected to liquidate the Company or to cease operations.
The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of the internal
control and risk management systems, as well as internal audit where applicable, with respect to procedures relating to the
preparation and processing of accounting and financial information.
The annual financial statements were approved by the Board of Directors.

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Financial statements
Statutory Auditors’ report on the consolidated financial statements and the separate financial statements at December 31, 2023

Statutory Auditors’ responsibilities for the audit of the annual financial statements
Objectives and audit approach
Our role is to issue a report on the annual financial statements. Our objective is to obtain reasonable assurance about
whether the annual financial statements as a whole are free from material misstatement. Reasonable assurance is a highlevel of assurance, but is not a guarantee that an audit conducted in accordance with professional standards 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 financial statements.
As specified in Article L.821-55 of the French Commercial Code, our statutory audit does not include assurance on theviability of the Company or the quality the management of its affairs.
As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor
exercises professional judgment throughout the audit. Furthermore, it:● identifies and assesses the risks of material misstatement of the annual financial statements, whether due to fraud or
error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be
sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting fromfraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,misrepresentations, or the override of internal control;● obtains 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 internal control;● evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management in the financial statements;● assesses the appropriateness of management’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 Company’s ability to continue as a going concern. This assessment is based on the audit evidence obtained up to thedate of his audit report. However, future events or conditions may cause the Company to cease to continue as a going
concern. If the Statutory Auditor concludes that a material uncertainty exists, there is a requirement to draw attention in theaudit report to the related disclosures in the annual financial statements or, if such disclosures are not provided orinadequate, to modify the opinion expressed therein;● evaluates the overall presentation of the financial statements and assesses whether these statements represent theunderlying transactions and events in a manner that achieves fair presentation.

Report to the Audit Committee
We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit
program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control
regarding the accounting and financial reporting procedures that we have identified.
Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were ofmost significance in the audit of the annual financial statements of the current period and which are therefore the key audit
matters that we are required to describe in this report.
We also provide the Audit Committee with the declaration foreseen by Article 6 of Regulation (EU) No. 537-2014 confirming
our independence, within the meaning of the rules applicable in France as set notably by Articles L. 821-27 to L.821-34 of theFrench Commercial Code and in the French Code of Ethics for Statutory Auditors. Where appropriate, we discuss with the
Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

The Statutory Auditors
Paris La Défense, March 26, 2024

Paris, March 26, 2024

KPMG SA

Aca Nexia

Jean-Pierre Valensi

Jérôme LO IACONO

Olivier Juramie

Associate

Associate

Associate

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Information on the Company
and its shareholders

7.1

Information on the Company

334

7.3

7.1.1 General information about the Company
7.1.2 Memorandum and articles of association
7.1.3 Events after the reporting period

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334
337

346
348

7.2

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7.3.1 Major shareholders
7.3.2 Disclosure thresholds
7.3.3 Statement regarding the controlof the Company
7.3.4 Statement of employee share ownership7.3.5 Information on transactions carried out
on the Company’s shares by executives
and similar persons
7.3.6 Information likely to have an impact in theevent of a public or exchange offer

7.4

Dividend distribution policy

353

7.5

Stock market information andrelations with shareholders
and investors
354

7.2.1
7.2.2
7.2.3
7.2.4

Share capital

Share capital and history of its evolution
Share capital authorized but not issued
Non-equity securities
Shares held by the Company oron its own account
7.2.5 Other marketable securities and rights
giving access to the share capital
7.2.6 Conditions governing any acquisition rightand/or obligation attached to capitalsubscribed but not paid in
7.2.7 Share capital of any Group company
which is under option or an agreement
to be put under option

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341
342
342
344

345

345

Share ownership7.5.1 Stock market information
7.5.2 Relations with investors and financial
analysts

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348
350

350
351

354
356

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Information on the Company

7.1

Information on the Company

7.1.1 General information about the Company
Company name: Believe
Corporate form: French public limited company (société
anonyme) governed by the provisions of the French
Commercial Code.
By decision of the General Meeting of May 25, 2021, theCompany adopted the form of a public limited company(société anonyme) with a Board of Directors.
Trade and Companies Register number: 481 625 853
RCS Paris
Registered office: 24 rue Toulouse Lautrec, 75017 Paris,
France.

Term of the Company: 99 years as of its registration on
April 7, 2005, i.e. until April 7, 2104, except in the case ofearly dissolution or extension.
Fiscal year: 12 months (begins on January 1 and ends on
December 31 of each year).
LEI: 969500WGEAZ8YE4UAI86
Website: www.believe.com.
The information provided on the Company's website does
not form part of this Universal Registration Document,
unless such information is incorporated by reference into
the Universal Registration Document.

Tel: +33 (0) 1 53 09 34 00

7.1.2 Memorandum and articles of association
7.1.2.1 Corporate purpose
The Company’s purpose, in France and abroad, is:
●

●

●

●

●

●

●

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to contribute to fostering and developing the wealthand diversity of cultural creation by facilitating its
production, dissemination, promotion and the widest
possible distribution;
the design, creation, development, management andoperation of websites for its own account on theInternet;
the identification, production, promotion, distribution anddissemination of documents, sound recordings,
videotapes and all other entertainment materials in all
forms (physical, digital, etc.) and on all media (press,
Internet, mobile telephony, radio, television, etc.), as wellas music publishing;
the conversion of all documents, sound recordings,
videotapes and other entertainment materials from aphysical to an electronic medium;the dissemination and publication in all forms and on
all media of entertainment information;
theproduction,organization,
operationanddissemination of live shows, especially in the musicalfield;
and, more generally, all activities related toentertainment, electronics, computing, the Internet,
mobile telephony, audiotel, office automation,
production,
advertisingandmarketingandbroadcasting; andUniversal registration document 2023 - Believe●

any industrial, commercial, financial, securities or realestate transactions directly or indirectly related to theabove-mentioned purpose or likely to promote theCompany’s development.

7.1.2.2 Other provisions in the articles
of association(i) General Meetings (Article
19 of the articles of association)
Notice, place of meeting
General Meetings are convened under the conditions, inthe forms and within the time limits provided for by law.
They are held at the registered office or at any other place
indicated in the notice of meeting.

Agenda
The agenda of the meeting appears on the notices ofmeeting and letters; it is determined by the author of thenotice of meeting.
The meeting may only deliberate on the matters on its
agenda; nevertheless, it may, under any circumstances,dismiss one or more directors and proceed to theirreplacement.
One or more shareholders representing at least thepercentage of share capital provided for by law, and actingin accordance with the legal conditions and time limits, may
request that draft resolutions be included in the agenda.

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Information on the Company and its shareholders
Information on the Company

Access to the meetings

Ordinary General Meeting

All shareholders have the right to attend General Meetings
and to participate in the deliberations, either personally or byproxy.

The Ordinary General Meeting is the one called to take alldecisions that do not modify the articles of association. It
meets at least once a year, within six months from the endof each fiscal year, to approve the financial statements forthat year and the consolidated financial statements.

Any shareholder may participate, personally or by proxy,
under the conditions set by the regulations in force, in themeetings upon proof of identity and ownership of his/her/its shares in the form of the accounting registration
thereof under the conditions set by the legal andregulatory provisions in force.
If the Board of Directors decides to use telecommunicationmeans, as published in the notice of meeting, shareholders
who participate in the meeting by videoconference or bytelecommunication means, including the Internet, whichallow them to be identified under the conditions provided
for by applicable laws and regulations, shall be deemed to
be present for the purposes of calculating the quorum andthe majority.
Any shareholder may vote by mail or give a proxy inaccordance with applicable laws and regulations, bymeans of a form drawn up by the Company and sent to
the latter under the conditions provided for by applicablelaws and regulations, including by electronic or remotetransmission, upon decision of the Board of Directors.
This form must be received by the Company inaccordance with the conditions provided by applicable law
in order for it to be taken into account.
The minutes of the meeting are drawn up and their copies
are certified and delivered in accordance with applicablelaws and regulations.
The legal representatives of legally incompetentshareholders and the individuals representing legal
entities that are shareholders may participate in themeetings, whether or not they are personallyshareholders.

Attendance sheet, bureau, minutes
An attendance sheet containing the information requiredby law is kept at each General Meeting.
The meetings are chaired by the Chairman of the Board of
Directors or, in his/her absence, by a director delegated forthis purpose by the Board. Failing that, the meeting elects
its own chairman.

On first call, the Ordinary General Meeting may validly
deliberate only if the shareholders present or
represented, or having voted by mail, hold at least onefifth of the shares entitled to vote. No quorum is requiredon second call.
Decisions are taken by a majority of the votes cast by theshareholders present, represented or having voted bycorrespondence.

Extraordinary General Meeting
The Extraordinary General Meeting is the only body
empowered to amend the articles of association in all
their provisions.
It may not, however, under any circumstances, except withthe unanimous consent of the shareholders, increase thecommitments of the latter, nor affect the equality of theirrights, subject to operations resulting from a regularly
effected consolidation of shares.
The Extraordinary General Meeting may only validly
deliberate if the shareholders present, represented or
having voted by correspondence hold at least, on the first
call, one quarter of the shares with voting rights and, on
the second call, one fifth of the shares with voting rights. If
the latter quorum is not reached, the second meeting
may be adjourned to a date no later than two months
after the date on which it was convened.
Decisions are taken by a two-thirds majority of the votes
cast by the shareholders present, represented or having
voted by correspondence.

(ii) Payment, form, disposal
and transmission of shares (Articles
9 and 10 of the articles of association)
Payment of shares

The functions of scrutineers are fulfilled by the two
members of the assembly, present and accepting thesefunctions, who have, by themselves or as proxies, thegreatest number of votes.

Shares subscribed for in cash in the course of a capitalincrease shall be performed in accordance with applicablelaws and regulations, as well as with the decisions of theGeneral Meetings and of the Board of Directors of theCompany.

The bureau appoints the secretary, who may be chosenfrom outside the shareholders.

Shares representing contributions in kind shall be fully
paid up as soon as they are issued.

The members of the bureau are responsible for verifying,certifying and signing the attendance sheet, ensuring theproper conduct of the debates, settling any incidents at
the meeting, checking the votes cast, ensuring that they
are in order and ensuring that the minutes are drawn up.

The shares may not represent industry contributions.

The minutes are drawn up and the copies or extracts ofthe deliberations are issued and certified in accordancewith the law.

Form of shares
Fully paid-up ordinary shares may be held in registered orbearer form, at the option of the shareholder, in accordancewith the conditions set out in applicable laws andregulations.
As long as the Company’s shares are admitted to trading ona regulated market, the Company is entitled to request theidentification of holders of securities conferring immediateor future voting rights at its shareholders’ meetings, as wellas the quantities of securities held, under the conditions
provided for by applicable laws and regulations.

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Information on the Company and its shareholders
Information on the Company(iii) Rights and obligations attached tothe shares (Article 11 of the articles
of association)
Each share gives the right to a share in the profits and thecorporate assets of the Company, in proportion to theamount of share capital it represents. In addition, eachshare gives the right to vote and to be represented atGeneral Meetings, in accordance with legal and statutory
requirements.
A double voting right is instituted in favor of fully paid-up
shares that have been continuously held in registeredform by the same holder for a minimum period of two (2)years. For the purpose of calculating this holding period,
the period before the date of admission of the Company’s
shares to trading on the Euronext Paris market is nottaken into account.
In accordance with the provisions of Article L.225-123 of
the French Commercial Code, in the event of a capitalincrease by incorporation of reserves, profits or sharepremiums, double voting rights are granted as soon as
they are issued to the new shares allocated free of charge
to a shareholder in respect of existing shares which
already bear this entitlement.
This double voting right applies to all General Meetings.
The double voting right automatically ceases when therelating share is converted to a bearer share or transferred
to another shareholder.
The shareholders only bear the Company losses up to theamount of their contributions.
The rights and obligations attached to a share shall betransferred to any owner thereof. Ownership of a shareautomatically entails acceptance of the articles ofassociation and the decisions of the General Meeting.
Whenever it is necessary to own several shares in order toexercise any right, isolated shares or shares held in a
number below the requisite do not give their owners any
right against the Company, it being up to the shareholders tomake, in this case, their own arrangements for the groupingof the necessary number of shares.

Indivisibility of shares – Usufruct(Article 12 of the articles of association)
The shares are indivisible with respect to the Company.
The co-owners of undivided shares shall be represented
at General Meetings by one of them or by a single agent.
In case of a disagreement, the agent shall be appointed incourt at the request of the most diligent co-owner.
If the shares are encumbered by usufruct, their accountregistration must show the existence of the usufruct.
Unless the Company is notified of an agreement to thecontrary by registered letter with acknowledgement ofreceipt, the voting right belong to the usufructuary at
Ordinary General Meetings and to the bare owner atExtraordinary General Meetings.

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Transfer and sale of shares(Article 13 of the articles of association)
Ordinary shares, whether registered or bearer, are freely
negotiable, unless otherwise provided by law or
regulation. They are registered in an account and may betransferred from one account to another, as regards theCompany and third parties, in accordance with theprocedures set out by applicable laws and regulations.

Disclosure thresholds(Article 14 of the articles of association)
As long as the Company’s shares are admitted to trading
on a regulated market, in addition to the legal andregulatory thresholds, any individual or legal entity thatcomes to own directly or indirectly, alone or in concert, afraction of the share capital or voting rights (calculated inaccordance with the provisions of Articles L.233-7 and
L.233-9 of the French Commercial Code and theprovisions of the General Regulations of the French
Financial Markets Authority (Autorité des Marchés Financiers- AMF) equal to or greater than 1% of the share capital or
voting rights, or any multiple of this percentage, including
above the thresholds provided for by applicable laws andregulations, must notify the Company of the total number(i) of shares and voting rights that it holds directly or
indirectly, alone or in concert, (ii) of securities giving futureaccess to the Company’s share capital that it owns,
directly or indirectly, alone or in concert, and of thepotential voting rights attached thereto, and (iii) of theshares already issued that this person may acquire by
virtue of an agreement or a financial instrument
mentioned in Article L.211-1 of the French Monetary and
Financial Code. This notification must be made byregistered letter with acknowledgement of receipt withinfour trading days of crossing the threshold.
The obligation to notify the Company also applies, within
the same timeframe and under the same conditions,when the shareholder’s holding in the share capital or
voting rights falls below one of the above-mentioned
thresholds.
In the event of failure to comply with the abovementioned obligation to notify the threshold crossing andupon request, recorded in the minutes of the General
Meeting, of one or more shareholders representing atleast 3% of the share capital or voting rights, the shares
exceeding the fraction that should have been declared
shall lose their voting rights until the end of a period of
two years following the date of the corrective notification.
The Company reserves the right to inform the public andthe shareholders either of the information notified to it, orof any non-compliance with the above obligation by any
relevant person.

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Information on the Company and its shareholders
Information on the Company(iv) Non-voting members (Article 15.1of the articles of association)
Appointment method and maximum numberof non-voting members on the Board
The Board of Directors may appoint up to a maximum of
two Non-Voting Members. Non-Voting Members can benatural or legal persons, chosen from among theshareholders or from outside that group. The term ofoffice of Non-Voting Members is four years, except in theevent of resignation or early termination by the Board.
The procedures for performing the duties of Non-Voting
Members, including any compensation, are approved by
the Board of Directors. Non-Voting Members may be reelected. They are invited to Board of Directors’ meetings
and take part in the deliberations in an advisory capacity.

Qualifications required and role on the Board
Article 2.3 of the Company’s internal rules stipulates that
Non-Voting Members are subject to the same obligations
as directors in terms of conflict(s) of interest.
The Directors’ charter is also applicable to Non-Voting
Members who are bound by the provisions in force of theFrench Monetary and Financial Code, the General
Regulations of the French Financial Markets Authority(Autorité des marchés financiers - AMF) and Regulation (EU)No. 596/2014 of April 16, 2014 on market abuse (the “MAR
Regulation”) relating to the communication and use of
inside information.

Compensation of Non-Voting Members
The compensation of Non-Voting Members was set by adecision of the Nomination and Compensation Committee
on September 6, 2021, which provides for fixed andvariable compensation calculated on the basis of the NonVoting Members’ attendance at meetings of governancebodies.
In the case of a long-standing investor, having served on
the Board and giving the Board the benefit of his or her
knowledge of the Company (particularly when more thanhalf of the Board was recently appointed). As an investor,
this Non-Voting Member receives no compensation, in
accordance with Company policy.
Non-Voting Members can share their experience with theCompany and the Board by participating in the work of theBoard pending their definitive appointment, thus facilitating
their integration.
Nicolas Rose, representative of Siparex/XAnge, a longstanding shareholder of the Group since 2008 and which
now holds less than 10% of the share capital, continued toact as a Non-Voting Member in 2023 and will continued to
do so es qualites in 2024. He does not receive
compensation for his office as Non-Voting Member due tohis status as an investor.

7.1.3 Events after the reporting period
Receipt by Believe of a consortium offer of€15 per share for all outstanding Believe
sharesOn February 12, 2024, Denis Ladegaillerie, the investment
fund EQT X and funds managed by TCV announced thatthey had formed a consortium with a view to initiating,through a dedicated vehicle, a public tender offer for theCompany's shares at a price of €15 per share, following
the acquisition of a block representing 71.92% of theCompany's share capital and 77.42% of the theoreticalnumber of voting rights by buying the shares held by TCV
Luxco BD S.à r.l., Ventech and XAnge (see the press releasepublished by the consortium on February 12, 2024, available
on the Company’s institutional website).

Transaction details
The consortium decided to acquire the shares of TCV
Luxco BD S.à r.l, Ventech and XAnge, historicalshareholders of Believe, holding respectively 41.14%,
12.03% and 6.29% of the share capital of Believe, at theOffer Price (the "Block Acquisitions").
In addition, it is foreseen that Denis Ladegaillerie willtransfer his entire stake in the Company, representing a
total of 12.46% of the share capital and 15.59% of
theoretical voting rights, to the vehicle created for the

purposes of the transaction. This transfer would takeplace via a contribution transaction (for 11.17% of theshare capital) and a disposal transaction (for 1.29% of thesharecapital).
The
Consortium
also
obtainedcommitments from other Company shareholders totender their shares in the Offer (representing 3% of theCompany’s share capital).
Following the Block Acquisitions and the contribution, theconsortium plans to file a public tender offer for theremaining outstanding shares (the "Offer") with a view todelisting the Company, should the consortium reach theholding levels necessary to initiate a squeeze-out
procedure upon completion of the Offer.
The Block Acquisitions, as well as the filing of the Offer,
were subject, on the one hand, to obtaining the necessary
regulatory authorizations (the "Regulatory Condition")and, on the other hand, to the reasoned opinion ofBelieve's Board of Directors concluding that the Offer is in
the interest of the Company, its employees and its
shareholders, and recommending that shareholders
tender their shares to the Offer (the "Favorable Opinionof the Board of Directors Condition"). The reasoned
opinion of the Board of Directors will notably be issued
following the review of the independent expert's report on
the fairness of the financial terms of the Offer and theconsultation of Believe's Social and Economic Committee.

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Information on the Company and its shareholders
Information on the Company

Believe’s Board of Directors has taken note of the
proposal, including all the conditions precedent. It duly
noted that the Offer Price was set at €15 per share,
representing a premium of +21.0% over the last closing
share price prior to the announcement of the Offer, as
well as a premium of +43.8% and +52.2% respectively overthe volume-weighted average share price over the last 30
and 120 days.
The Board of Directors unanimously welcomed the
proposal, without prejudice to the conclusions of its
detailed study of the terms and conditions of thetransaction, notably in the light of the report to be drawn
up by the independent expert, who will rule on thefairness of the Offer Price and the absence of relatedagreements likely to affect the equal treatment ofshareholders.
The Board of Directors set up an ad hoc Committee,
composed of three independent directors, to monitor thework of the independent expert and prepare a draft
reasoned opinion on the Offer. This reasoned opinion will
be included in the response note prepared by Believe.
On the proposal of the ad hoc Committee, and inaccordance with the provisions of Article 261-1 of theGeneral Regulations of the French Financial Markets
Authority (Autorité des Marchés Financiers - AMF), the Boardof Directors has appointed the firm Ledouble,
represented by its partners Agnès Piniot and Romain
Delafont, as independent expert, with the task of issuing areport on the financial terms of the Offer (including thepossible implementation of a squeeze-out procedure),
and the absence of related agreements likely to affect theequal treatment of shareholders. The conclusion of thereport will take the form of a fairness opinion.
Citigroup Global Markets Europe AG and Gide Loyrette
Nouel are acting respectively as financial and legal
advisors to assist Believe and the ad hoc Committee of theBoard of Directors in their assessment of the Offer.

Expression of interest by Warner Music
Group and update on the acquisition by the
consortium of a block of 71.92% of Believe's
share capital
Following the consortium's announcement, on February
21, 2024, Warner Music Group ("WMG") approached theCompany to enter into discussions concerning a possible
merger of Believe and WMG and to obtain access toconfidential information with a view to possibly presenting
a more attractive offer to the Company and its
shareholders. The ad hoc Committee, seeking to assess
whether WMG's proposal could constitute an alternative
to the bid by Bidco, the consortium's vehicle, on moreadvantageous financial terms, requested certain
clarifications from WMG (see the press release published by
the Company on March 11, 2024 and available on the
Company's institutional website).

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On February 27, 2024, WMG informed Believe's directors
that, at this stage, it should be able to value Believe's
shares at a minimum of €17 per share (dividend coupon
attached), based on the public information currently
available, while reaffirming that its approach does notconstitute an offer, does not imply any obligation to makean offer, and does not constitute a firm intention to makean offer (see the press release published by Believe on March
11, 2024 and available on its institutional website).
Following WMG’s expression of interest, BidCo informed
the Board of Directors, on February 28, 2024, of its
unilateral right to waive the Favorable Opinion of theBoard of Directors Condition, a waiver option stipulated in
the contracts for the Block Acquisitions, as well as of its
decision to waive this condition. BidCo also informed theBoard of Directors that, as a result, the completion of theBlock Acquisitions remained subject exclusively to theRegulatory Condition (under competition law), which
BidCo intends to obtain as soon as possible (see the press
release published by Believe on March 11, 2024 and available
on its institutional website).
On February 29, 2024, the consortium published a press
release stating that, pursuant to the terms of theacquisition agreements entered into with TCV Luxco BD
S.à r.l., XAnge and Ventech, Believe's historicalshareholders, BidCo, the consortium’s vehicle, had
decided to waive the Favorable Opinion of the Board of
Directors Condition as provided for in these agreements.
As a result, the completion of the Block Acquisitions only
remains
subject
toobtainingmergercontrolauthorizations, for which notifications have now been
made and which should be obtained as soon as possible(see the press release issued by the Consortium, notably
available on globenewswire).
In a press release dated March 1, 2024, the Company
informed the market that, following the announcement of
the Offer by the Consortium on February 12, 2024, theCompany's Board of Directors had received an
exploratory, preliminary and non-binding expression ofinterest from an interested party seeking access toconfidential information and to enter into a dialogue witha view to potentially formulating a more attractive offer
for the Company and its shareholders, keeping theidentity of the interested party (WMG) confidential. The ad
hoc Committee had indicated that it had soughtclarifications from the interested party in order to assess
whether it could represent an alternative to Bidco’s Offer
with more favorable financial conditions. The interested
party indicated that it should be able to value Believe's
shares at a minimum of €17 per share, while stressing
that, at this stage, its approach did not constitute an offer,
did not involve any obligation to make an offer, and did
not represent an intention to make an offer (see the press
release published by the consortium on March 1, 2024).

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Information on the Company and its shareholders
Information on the Company

In a press release dated March 7, 2024, the interested
third party, WMG, publicly reiterated its expression ofinterest. In this press release, WMG indicated that it was
waiting for access to a limited list of key due diligence
information to confirm its indicative price of at least €17
per share (coupon attached). In this press release, WMG
also specified that it considered the waiver by the
consortium of the Favorable Opinion of the Board of
Directors Condition was contrary to French stock market
regulations, and that the validity of this waiver could becontested (see the press release published by Warner Music
Group on March 7, 2024 and available on its institutional
website).
In response, the Consortium issued a press release on
March 8, 2024 stating that, in its opinion, its decision to
waive the Favorable Opinion of the Board of Directors
Condition was entirely valid and was taken in fullcompliance with French regulations. The Consortium
confirmed that it would file, following the completion of
the Block Acquisitions, a mandatory public tender offer toacquire the remaining 28% at the same price of €15 paid
to the shareholders selling the blocks, as required by
French regulations governing public tender offers (see thepress release published by the consortium on March 8, 2024).

On March 11, 2024, the ad hoc Committee indicated that it
had referred the matter to the AMF following the
proposal made by WMG and the waiver by the consortiumof the Favorable Opinion of the Board of Directors
Condition. In doing so, the ad hoc Committee asked theAMF whether (i) BidCo was in a position, at the time it didso, to unilaterally waive the Favorable Opinion of theBoard of Directors Condition, insofar as this option wasprovided for in the agreements on the Block Acquisitions,or whether (ii) in view of the Favorable Opinion of theBoard of Directors Condition initially provided for and a
preliminary proposal from an interested third party at apotentially higher price, the principles of public tender
offers, including the principle of the freedom of bids andoverbids, would prevent such a waiver of the Favorable
Opinion of the Board of Directors Condition. In thiscontext, the ad hoc Committee decided not to follow up, at
this stage, on WMG’s request to obtain access to certain
confidential information (see the press release published byBelieve on March 11, 2024 and available on its institutional
website).
Following receipt of the AMF's letter to the Chairwoman ofBelieve's ad hoc Committee dated March 22, 2024, statingthat the Consortium's waiver of the Favorable Opinion of
the Board of Directors Condition does not comply with theprinciples governing public tender offers, the Company
indicated (i) that it had taken note of the AMF's positionand (ii) that Believe's Board of Directors (with only its
independent members participating in its deliberationsand vote) had decided to invite WMG to submit a binding,unconditional and fully-funded offer (the "Binding Offer")
to Believe. The Board of Directors asked WMG to submit
its Binding Offer no later than April 7, 2024 (see the press
release published by Believe on March 25, 2024 and available
on its institutional website). "Universal registration document 2023 - Believe

339

7

Information on the Company and its shareholders
Share capital

7.2 Share capital
7.2.1 Share capital and history of its evolution
As at December 31, 2023, the Company’s share capital was€485,431.75, divided into 97,086,350 fully paid-up ordinary
shares with a par value of half a euro cent (€0.005) each.

These three share capital transactions represented a total
issue of 322,241 new ordinary shares representing anominal capital increase, excluding the issue premium, of€1,611.21.

During the 2023 fiscal year, the Chairman and Chief
Executive Officer, sub-delegated by the Board of Directors,
noted the issuance of newly created ordinary shares on
three occasions when share subscription warrants (BSAs)
and/or founders' share subscription warrants (BSPCEs)
were exercised by the beneficiaries.

The 322,241 new ordinary shares thus issued carried
dividend rights as of the date of their registration in the
Company’s securities register and are thus assimilatedwith effect from the same date to existing ordinary sharesand subject to all the provisions of the Company’s articles
of association.
These three transactions are shown in the table below.

CHANGES IN THE SHARE CAPITAL
Amount340

After completion of the transaction

Date

Nature of transaction

Capitalbeforetransaction(in €)

03/05/2020

Capital increase(exercise of BSAs)

399,709.01

39,970,901

39,979,401

0.01

399,794.01

05/05/2020

Capital increase(exercise of BSAs and BSPCEs)

399,794.01

39,979,401

40,144,069

0.01

401,440.69

05/15/2020

Capital increase(exercise of BSPCEs)

401,440.69

40,144,069

40,173,444

0.01

401,734.44

11/09/2020

Capital increase(exercise of BSPCEs)

401,734.44

40,173,444

40,180,006

0.01

401,800.06

12/03/2020

Capital increase(exercise of BSAs)

401,800.06

40,180,006

40,234,421

0.01

402,344.21

06/11/2021

Capital increase (IPO)

402,344.21

80,468,842

95,853,458

0.005

479,267.29

11/03/2021

Capital increase(exercise of BSA and BSPCE)

479,267.29

95,853,458

95,957,102

0.005

479,785.51

05/03/2022

Capital increase(exercise of BSA and BSPCE)

479,785.51

95,957,102

96,065,202

0.005

480,326.01

06/30/2022

Capital increase(exercise of BSA and BSPCE)

480,326.01

96,065,202

96,132,702

0.005

480,663.51

11/03/2021

Capital increase(exercise of BSA and BSPCE)

480,663.51

96,132,702

96,238,166

0.005

481,190.83

11/03/2021

Capital increase(Employee shareholding plan)

481,190.83

96,238,166

96,575,623

0.005

482,878.115

12/31/2022

Capital increase(exercise of BSA and BSPCE)

482,878.115

96,575,623

96,764,109

0.005

483,820.55

04/30/2023

Capital increase(exercise of BSA and BSPCE)

483,820.55

96,764,109

96,871,743

0.005

484,358.715

06/30/2023

Capital increase(exercise of BSA and BSPCE)

484,358.715

96,871,743

96,932,615

0.005

484,663.075

12/29/2023

Capital increase(exercise of BSA and BSPCE)

484,663.075

96,932,615

97,086,350

0.005

485,431.75

Universal registration document 2023 - Believe

Numberof shares
beforetransaction

Cumulative
number ofsharesPar value(in €)

Successive
capital(in €)

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Information on the Company and its shareholders
Share capital

7.2.2 Share capital authorized but not issued
The following table summarizes the current delegations and powers granted by the General Meetings of June 20 and 16,
2022 and 2023 to the Board of Directors in terms of capital increases. Some of these delegations will be put forward forrenewal at the next General Meeting scheduled for June 26, 2024. Readers are invited to familiarize themselves with theagenda and the corresponding draft resolutions.
SUMMARY TABLE OF THE DELEGATIONS OF AUTHORITY AND POWERS CURRENTLY IN FORCE THAT WERE GRANTEDBY THE GENERAL MEETINGS OF JUNE 20, 2022 AND JUNE 16, 2023 TO THE BOARD OF DIRECTORS WITH REGARD TO
CAPITAL INCREASESNatureResolution no.

Term

Characteristics

Use in 2023

GENERAL MEETING OF JUNE 20, 2022
Overall cap:of the maximum nominal amount: €240 thousand● of debt securities: €750 million

Share capital increase●

Maximum nominal amount: €240 thousand
Maximum nominal amount of debt securities: €750 million● Possibility of subscribing on a reducible basis● Possibility of limiting the increase to 75% and offeringto the public all or part of the unsubscribed shares●

Share capital increase
with PSR(1)

13

th

26
months●None

Global caps (except contributions in kind)maximum nominal amount of increases without PSR:
€96 thousand● maximum nominal amount of increases with PSR:
€240 thousand●

Capital increase without
PSR
Public offering withpriority rights

14th

26
monthsPublic offering with
optional priority rights

15th

26
monthsPrivate placement as
referred to in 1 of Article
L. 411-2 1° of the French
Monetary and Financial
Code

16th

26
monthsContributions in kind

19th

26
monthsGreenshoe public offers

17th

26
monthsGreenshoe with orwithout PSR

18th

26
monthsCapital increase byincorporation ofreserves, profits and/or
premiums

12th

26
monthsMaximum nominal amount: €96 thousand
Maximum nominal amount of debt securities: €750 million

None

Maximum nominal amount: €48 thousand
Maximum nominal amount of debt securities: €750 million

None

Maximum nominal amount: €48 thousand
Maximum nominal amount of debt securities: €750 million

None

Maximum nominal amount: €48 thousand (legal limit of
10% KS on the date of the Board’s decision)● Maximum nominal amount of debt securities: €750 million

None

Within the limit of 10% and subject to the caps on issues set
out in the 14th, 15th and 16th resolutions

None

Within the limit of 15% and subject to the caps on issues
set out in the 13th, 14th, 15th and 16th resolutions)

None

Maximum amount: €96 thousand
Broken non-negotiable

None

●
●
●
●

●
●

●

●

●

●
●

Capital increase reservedfor employees who aremembers of a company
savings plan (PEE)

20th

26
monthsOverall cap (maximum nominal amount) for capitalincreases with PSR: €240 thousand● Maximum nominal amount: €24 thousand● Maximum discount of 30%● Possibility of allocating shares to replace the discount and/or
the contribution

Free shares(including ECOs) (2)2238months

Cap: 2.9%
Sub-cap for EDs: 0.3% of the overall budget

Share subscription orpurchase options

23th

38
months

Cap: 2.9% Sub-cap for EDs: 0.3% of the overall budget

None

18
monthsOverall nominal cap: €240 thousand● Maximum nominal amount: €24 thousand

None

th

None

Two free performance shareplans were set up by the Boardof Directors on December 9,2022 and April 27, 2023,
respectively (3).

GENERAL MEETING OF JUNE 16, 2023
Free shares

10th(1) PSR = preferential subscription rights.
(2) ECOs = Executive Corporate Officer as defined by the AFEP-MEDEF Code.
(3) The plan of December 9, 2022, amended by the Board of March 15, 2023, concerns one beneficiary for whom a total of 100,000 share rights were awarded.
The plan of April 27, 2023 concerns 35 beneficiaries for whom a total of 1,071,495 share rights were awarded following the target level being reached, and involving
a maximum award of 1,264,347 shares in the event of outperformance of the performance conditions.

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341

7

Information on the Company and its shareholders
Share capital

7.2.3 Non-equity securities
As at the date of this Universal registration document, the Company had not issued any non-equity securities.

7.2.4 Shares held by the Company or on its own accountTreasury shares●

As of December 31, 2023, the Company held 105,030
treasury shares with a par value of €0.005 each,
representing 0.11% of the share capital on the same date,including 18,310 shares held under the liquidity contract,
representing 0.02% of the share capital.

●●

The market value of the 105,030 treasury shares held,
valued at the last listed price in 2023, i.e. €10.50 per share,amounted, at December 31, 2023, to €1,102,815.

●

Treasury shares●

At December 31, 2023, none of the Company's shareswere held by any of its subsidiaries.

●

Share buyback program
The Combined Ordinary and Extraordinary General
Meeting of June 16, 2023 authorized the Board of
Directors, with powers to subdelegate in accordance withcurrent legal provisions, to acquire, on one or more
occasions and at such times as it shall see fit, a number ofshares in the Company not exceeding:●i) 10% of the total number of shares making up theshare capital, at any time; orii) 5% of the total number of shares making up the sharecapital in the case of shares acquired by the Company
with a view to holding them and subsequently
delivering them as payment or in exchange as part of amerger, spin-off or contribution transaction.

●

For a maximum unit purchase price that may not exceed,
excluding costs, thirty-nine euros (€39) per share.
It was specified that the number of shares held by theCompany may under no circumstances lead the Company
to hold at any time more than 10% of the sharescomprising its share capital.
The shares may be acquired, by decision of the Board of
Directors, in order to:●342

stimulate the market for the Company’s sharesthrough an independent investment services provider
under a liquidity contract in accordance with the Codeof Ethics adopted by the French Financial Markets
Authority (Autorité des Marchés Financiers - AMF);

Universal registration document 2023 - Believe

grant shares to corporate officers and employees of
the Company and related companies and groups, andnotably as part of:●●profit-sharing in the Company’s results,
any Company stock option or share purchase plan,pursuant to the provisions of Articles L. 22-10-56
and L. 225-177 et seq. of the French Commercial
Code,
any company or Group savings plan pursuant to
Articles L. 3331-1 et seq. of the French Labor Code,any allocation of free shares pursuant to theprovisions of Articles L. 225-197-1 et seq. of theFrench Commercial Code,as well as with a view to carrying out any hedging
transactions in relation to these transactions, under
the conditions provided for by the market
authorities and at the times that the Board or the
person acting on behalf of the Board deems
appropriate;deliver the Company’s shares upon the exercise ofrights attached to securities entitled to allocation of theCompany’s equity through redemption, conversion,exchange, presentation of a warrant, or in any othermanner allowed for by the regulations in force, as well
as for the purpose of hedging in relation to suchtransactions, and to do so in the manner provided by
the market authorities and at such times as the Boardor a person acting on behalf of the Board may
determine;hold the Company’s shares for subsequent use as
payment or exchange in any external growthtransaction;
cancel Company shares in a share capital reduction;
carry out any market practice accepted by the AMF
and, more generally, execute any transaction compliant
with regulations in force.

The Board may, however, in the event of transactions
impacting the Company’s equity (including changes to theshare’s par value, capital increases through thecapitalization of reserves followed by the issue andawarding of free shares, stock splits or reverse stock
splits) adjust the maximum price indicated above toreflect the impact of such transactions on the Company’s
share value.

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Information on the Company and its shareholders
Share capital

The purchase, sale or transfer of these shares may be
accomplished and settled by any means permitted byapplicable regulations, e.g. on a regulated market, on amultilateral trading facility, with a systematic internalizer
or over the counter, including by the acquisition or sale ofblocks of shares, by the use of stock options, otherderivative instruments or warrants or equity instrumentsof the Company in general, and at such times as the Board
may determine, excepting when a public offering of theCompany’s shares is being made.

Objectives of the 2024-2025 program:●●This authorization was granted for a period of 18 months
from June 16, 2023, ending and replacing theauthorization for the same purpose granted by theGeneral Meeting of June 20, 2022.
The Board of Directors must inform the General Meetingof the transactions carried out under this authorization.
Thus, over the course of the 2023 fiscal year, and on thebasis of the authorizations granted by the General
Meetings of June 20, 2022 and June 16, 2023, two sharebuyback programs for 2022/2023 and 2023/2024 followed
one another, enabling the Company to carry out thetransactions described below.

Stimulating the market●

In 2023, under the liquidity agreement entered into on July13, 2021 with Natixis and Oddo BHF SCA for a one-year
period renewable each year, the Company:●●

acquired a total number of 301,079 shares for a total
amount of €3,157,971, representing an average priceof €10.49 per share;
sold a total number of 317,805 shares for a total
amount of €3,395,931, representing an average priceof €10.69 per share.

Pursuant to the regulations in force, the Company
published, on January 8, 2024, the half-year report on theliquidity contract as at December 31, 2023 on its
institutional website in the Section provided for thispurpose in the “Regulated information” tab.
Since February 12, 2024, start date of the pre-offer period
targeting the Company’s shares (AMF no. 224C0247), andpursuant to Article 5 of AMF decision no. 2021-01 of June22, 2021, the execution of the liquidity contract wassuspended.

Description of the share buyback
program submitted to the General
Meeting of June 26, 2024

●

●

●

ensure liquidity and promote the market for theCompany’s securities through an investment services
provider acting independently under a liquidity
contract in accordance with the market practiceaccepted by the French Financial Markets Authority(Autorité des Marchés Financiers - AMF);
allocate shares to corporate officers and employees of
the Company and other Group entities, notably as partof (i) profit-sharing schemes, (ii) any Company stock
option plan, pursuant to the provisions of Articles
L.225-177 et seq. and L.22-10-56 of the French
Commercial Code, or (iii) any savings plan pursuant to
the provisions of Articles L.3331-1 et seq. of the French
Labor Code, or (iv) any free allocation of sharespursuant to the provisions of Articles L.225-197-1 etseq. and L.22-10-59 of the French Commercial Code, as
well as to carry out any hedging transactions relating tosuch transactions, under the conditions stipulated by
the market authorities and at such times as the Boardof Directors or the person acting on behalf of theBoard of Directors may deem appropriate;deliver Company shares upon the exercise of rights
attached to securities conferring entitlement, directly
or indirectly, by redemption, conversion, exchange,
presentation of a warrant or any other means, to theallocation of Company shares in accordance withapplicable regulations, and to carry out any hedging
transactions relating to such transactions, under theconditions stipulated by the market authorities and atsuch times as the Board of Directors or the person
acting on behalf of the Board of Directors deems
appropriate;
hold the Company's shares and subsequently use
them as a means of payment or exchange in thecontext of any acquisition, merger, demerger orcontribution transaction;
cancel all or part of the shares thus purchased, in
accordance with the terms of the eleventh resolutionof the General Meeting of June 20, 2022 or any other
resolution of the same nature;
implement any market practice that may be permitted
by the French Financial Markets Authority (Autorité desMarchés Financiers - AMF) and, more generally, carryout any transaction that complies with the regulations
in force.

The General Meeting of June 26, 2024 will be asked torenew the Company’s authorization to buy back its own
shares as follows:

Universal registration document 2023 - Believe

343

7

Information on the Company and its shareholders
Share capital

Characteristics
Maximum share of the capital and maximum numberof shares that may be acquired under the buyback
program:i) 10% of the total number of shares making up theshare capital, (i.e. 9,708,635 shares based on the sharecapital as at December 31, 2023), it being specified that
the Company will have to deduct, on the buyback
date, the treasury shares held by the Company, which
will automatically reduce this rate by 10%;ii) 5% of the total number of shares making up the sharecapital, (i.e. 4,854,317 shares based on the sharecapital as at December 31, 2023), in the case of sharesacquired by the Company with a view to holding themand subsequently delivering them as payment or in
exchange as part of a merger, spin-off or contribution
transaction.
As the Company cannot hold more than 10% of its sharecapital, in view of the number of treasury shares it holds,
the Company will have to restate them, on the buyback
date, to determine the actual maximum share of thebuyback. Thus, by way of example, bearing in mind that
the Company held 104,512 treasury shares at December
31, 2023, i.e. around 0.11% of the share capital, themaximum number of shares that could be purchased
would be 9,604,123 (representing around 9.89% of theshare capital), unless the shares already held were sold orcanceled.
Maximum purchase price per share: €39 (excluding
acquisition costs), it being specified that the Board of
Directors may, in the event of transactions affecting theCompany's capital, notably a change in the par value ofthe share, a capital increase through the capitalization ofreserves followed by the creation and allocation of freeshares, or a stock split or reverse stock split, adjust the
aforementioned maximum purchase price to take accountof the impact of such transactions on the value of theCompany's shares.

Terms and conditions of share buybacks: the shares
may be purchased, sold or transferred by any means
permitted by the regulations in force, on a regulated
market, on a multilateral trading facility, with a systematicinternalizer or over-the-counter, notably through thepurchase or sale of blocks of shares, the use of options orother derivative financial instruments, or warrants or,more generally, securities conferring entitlement toCompany shares, at such times as the Board of Directors
deems appropriate.

Duration of the buyback program
The duration of the authorization, subject to the approvalof the General Meeting of June 26, 2024, would be granted
for a period of 18 months from the date of this Meeting,i.e. until November 30, 2025.

Amendments to the buyback program
While the buyback program is underway, the publicshould be informed as soon as possible of any change in
the information contained in this description, in
accordance with the procedures set out in Article 221-3 ofthe AMF's General Regulations.

Use of the buyback program
It should be noted that this authorization may not be usedduring any period involving a public tender offer for
Believe's shares. It should be recalled that Article 231-40
of the AMF's General Regulation, which requires thecompany targeted by the offer not to trade in its own
shares.
The Company may once again trade in its own shares
under this authorization as from the closing of the publictender offer, which will be published on the AMF website.

7.2.5 Other marketable securities and rights giving accessto the share capital
Securities
There are no securities conferring access, or likely toconfer access, directly or in the short term, to theCompany’s share capital.

Share subscription or purchase options
Prior to its IPO in 2021, the Company issued sharesubscription warrants (”BSAs”) and founders' sharesubscription warrants (”BSPCEs”) to certain employees
and corporate officers of the Company or its subsidiaries,
in accordance with the provisions of Articles L. 228-92 andL. 225-129 of the French Commercial Code.

344

Universal registration document 2023 - Believe

Following the stock-split approved by the General Meetingof Shareholders on May 25, 2021, each exercise of awarrant from a BSA or BSPCE plan exercised by abeneficiary gives them two new ordinary shares, with the
exception of the 2012 BSPCE plan, which provides that, inthe event of the exercise of a warrant under this plan, thebeneficiary who exercised the warrant would be allocatedtwenty shares.
The BSAs and BSPCEs, which become exercisable, may be
exercised until their expiry, set on average at ten years
from their allocation. They are not transferable.
At December 31, 2023, there were 292,695 BSAs and1,049,541 BSPCEs, of which 292,695 BSAs and 1,027,257
BSPCEs were exercisable, giving access, if exercised, to
3,241,571 new shares with a par value of €0.005 each,
representing a maximum dilution of the share capital of
3.34%, assessed at its amount at December 31, 2023.

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Information on the Company and its shareholders
Share capitalFree share allocations
Since the Company’s IPO in 2021, the Board of Directors
has set up four performance free plans over the last threefiscal years.
Thus, the number of shares that could be created andissued in principle by way of a capital increase on the dateof their definitive acquisition by the beneficiaries over theyears 2023 to 2025 under the 2021, 2022 and 2023 plans
represents a maximum of 2,287,875 shares worth €0.005
each if the target objectives are met, i.e. a dilution of theshare capital of 2.36%, assessed at its amount at
December 31, 2023.

A detailed description of the BSA and BSPCE plans, as wellas the free share allocation plans, can be found in Section
6.1.1 “Notes to the consolidated financial statements”, Note
5.4. “Share-based payments” on page 276. The Board of
Directors' reports on share subscription and sharepurchase options, and on free share grants, are available
on the Company's institutional website under “RegulatedInformation”.

7.2.6 Conditions governing any acquisition right and/or obligation
attached to capital subscribed but not paid in
None.

7.2.7 Share capital of any Group company which is under option oran agreement to be put under option
None.

Universal registration document 2023 - Believe

345

7

Information on the Company and its shareholders
Share ownership

7.3

Share ownership7.3.1 Major shareholders
CHANGES IN SHARE CAPITAL AND VOTING RIGHTS OVER THE LAST THREE FISCAL YEARSOver the last three fiscal years, the breakdown of the share capital and voting rights has changed as follows:
Situation as of December 31, 2023
% of
% of
theoretical exercisablevotingvotingrightsrightsShareholders

Numberof shares% ofcapital

TCV Luxco BD S.à.r.l.

39,942,982

41.14%

51.47%

Situation as of December 31, 2021

Numberof shares% ofcapital% oftheoreticalvotingrightsNumberof shares% ofcapital% oftheoreticalvotingrights51.50%

39,942,982

41.28%

41.28%

39,942,982

41.62%

41.62%

Denis Ladegaillerie

12,101,320

12.46%

21.00%

15.60%

12,101,320

12.51%

12.51%

12,168,320

12.68%

12.68%

Investment funds managed
by Ventech

11,684,314

12.03%

15.06%

15.06%

16,367,944

16.92%

16.92%

16,367,944

17.06%

17.06%

Investment funds managed
by Siparex XAnge Venture

6,106,558

6.29%

3.93%

3.94%

6,106,558

6.31%

6.31%

6,489,068

6.76%

6.76%

Fonds Stratégique deParticipations
Free floatof which treasury shares
TOTAL

*

3,559,433

3.67%

4.60%

4.59%

3,559,433

3.68%

3.68%

3,076,923

3.21%

3.21%

23,691,743

24.40%

3.94%

9.31%

18,685,872

19.30%

19.30%

20,988,788

21.88%

21.88%

105,030

0.11%

0.11%

-

121,756

0.13%

0.13%

75,876

0.10%

0.10%

97,086,350

100%

100%

100%

96,764,109

100%

100%

95,957,102

100%

100%

The table does not distinguish between theoretical voting rights and voting rights exercisable in 2021 and 2022, insofar as there was no difference, or not a very representative one, between these two categories in
the absence of the application of double voting over these two fiscal years. However, the 2023 fiscal year presents exercisable voting rights insofar as, pursuant to the Company’s articles of association, each of theshares held in registered form by the same holder since the Company’s IPO in June 2021 for a minimum period of two years has double voting rights. Thus, shareholders who have continuously held registeredshares since June 21, 2021 were granted, in June 2023, a double voting right attached to each of these shares.

Pursuant to Article 11 of the Company’s articles ofassociation, a double voting right has been introduced infavor of paid-up shares that have been held continuously
in registered form by the same holder for a minimum
period of at least two (2) years, this period being assessedfrom June 10, 2021, the date of admission of theCompany’s shares to trading on the Euronext Paris
market. Thus, shareholders who have continuously held
registered shares since June 10, 2021 were granted, inJune 2023, a double voting right attached to each of theseshares.
Thus, the difference between the theoretical voting rights(155,219,948) and the exercisable voting rights(155,114,918), amounting to 105,030, corresponds to thenumber of treasury shares held by the Company that do
not have any voting rights.
The percentage of theoretical voting rights and voting
rights exercisable at General Meetings for eachshareholder category was determined on the basis of thedeclaration prepared in accordance with Article L. 228 II of

346

Situation as of December 31, 2022

Universal registration document 2023 - Believe

the French Commercial Code as of December 31, 2023,
available on the Believe institutional website in the“Regulated Information” Section.
It should be noted that, for all intents and purposes, inaccordance with the regulations of the French Financial
Markets Authority (Autorité des Marchés Financiers - AMF),
the number of voting rights to be taken into account for
declarations of crossing of legal thresholds is a theoreticalnumber that amounted to 155,219,948 at December 31,
2023.
For the disclosure thresholds, the number of voting rights
to be taken into consideration is the number of voting
rights exercisable at the General Meeting, whichamounted to 155,114,918 at December 31, 2023.
The total number of voting rights (theoretical andexercisable) is published every month at the same time as
the amount of the share capital, pursuant to Article L. 2338 II of the French Commercial Code and Article 223-16 of
the General Regulations of the French Financial Markets
Authority (Autorité des marchés financiers - AMF).

www.believe.com

Information on the Company and its shareholders
Share ownership

Shareholding structure at December 31, 2023

41.14% TCV Luxco BD S.à.r.l.
12.46% Denis Ladegaillerie
12.03% Venteche
6.29% XAnge
3.67% FSP
24.40% Free ﬂoat

7.3.1.1 TCV Luxco BD S.à.r.l.

7.3.1.3 XAnge

To the best of the Company’s knowledge, TCV Luxco BD
S.à r.l., an entity affiliated with TCMI, Inc. (TCV), held, at
December 31, 2023, 41.14% of the Company's sharecapital and 51.50% of its exercisable voting rights.

To the best of the Company’s knowledge, as at December
31, 2023, XAnge held 6.29% of the Company’s sharecapital and 3.94% of its exercisable voting rights.

Founded in 1995, TCV was established with a clear vision: tocapture opportunities in the technology market through aspecialized and consistent focus on investing in high-growthcompanies. Since its inception, the firm has built a trackrecord of successfully backing many businesses that havedeveloped into dominant industry players across theInternet, software and fintechs. Examples of TCV
investments include Airbnb, ByteDance, Facebook,
GoFundMe, Hotmart, Klarna, Mambu, Mollie, Netflix,
Nubank, Payoneer, Peloton, RELEX Solutions, Revolut,
Splunk, Sportradar, Spotify, Twilio, WorldRemit and Zillow.
TCV has successfully made more than 350 investments ofvarious kinds, including investments mid-stage and latestage, as well as investments in listed companies. TCV has
offices in Menlo Park, New York and London.
TCV has more than $21 billion in assets undermanagement across 12 funds. TCV relies on more than
100 employees, including just over 50 in the investment
team.
TCV acquired a stake in the Company in 2015.

7.3.1.2 Ventech
To the best of the Company’s knowledge, as at December
31, 2023, Ventech held 12.03% of the Company’s sharecapital and 15.06% of its exercisable voting rights.
Having acquired a stake in the Company in 2008, Ventech isan international venture capital company which primarily
makes post-seed and series A investments, focusing on theacceleration of digital disruptions and working alongsidebold, visionary entrepreneurs, from day one up to a sale or
public listing of billions of dollars.
With a team on every continent, Ventech manages €700
million through single-purpose funds, both in Europe (withoffices in Paris, Munich, Berlin and Helsinki) and Asia (withoffices in Shanghai and Hong Kong).
Since its creation in 1998, Ventech has made more than
200 investments, notably in Mindler (Sweden), Ogury(United Kingdom), Picanova (Germany), SuperMonkey(China), Veo (Denmark), VestiaireCollective (France), andmore than 90 exits including Curse/Twitch, StickyADS/
Comcast, Webedia/Fimalac and Withings/Nokia, including
over twenty IPOs, such as Jumei on the Nasdaq,
Meilleurtaux on Euronext and Secoo on the Nasdaq.

Having acquired a stake in the Company in 2007, XAnge isan early-stage investment fund based in Paris and Munichwith €500 million under management. Its investment
team supports European entrepreneurs trying to change
everyday life through technology, by making investmentsof €500,000 to €10 million, from start-up until Series A andB rounds.
With an investment focus on extending technology to thewidest possible public, XAnge invests in deep tech,healthcare, fintechs, SaaS and e-commerce. In addition toBelieve, XAnge has supported such companies as Lydia(phone payment), Welcome to the Jungle (humanresources),
MrSpex(e-commerce),
Ledger(cryptocurrencies) and Neolane (marketing automation).
XAnge is the innovation sector brand of the Siparex group.

7.3.1.4 FSP
To the best of the Company’s knowledge, as at December
31, 2023, FSP held 3.67% of the Company’s share capitaland 4.59% of its exercisable voting rights.
Having acquired a stake in the Company in 2021, the FSP(French Fonds Stratégique de Participations) is aninvestment vehicle whose shareholders and directors areseven major French insurance companies: CNP
Assurances, BNP Paribas Cardif, Crédit Agricole
Assurances, Groupama, BPCE Assurances, Société
Générale Assurances and Suravenir. The aim of the FSP is
to provide long-term investment in French companies tosupport their growth and transition projects. To this end,
the FSP acquires significant and “strategic” stakes in thecapital of French companies and participates in theirgovernance by sitting on their Boards of Directors or
Supervisory Boards. The FSP portfolio, valued at€2.14 billion at December 31, 2022, includes nine equity
investments in industry-leading French companies: Seb,
Arkéma, Eutelsat Communications, Tikehau Capital, Elior,
Neoen, Valeo, Believe and Soitec. The FSP, which was ashareholder and director of Safran, sold its entire stake inthe company at the end of 2022.
The FSP, which is managed by ISALT, is registered with the
French Financial Markets Authority (Autorité des Marchés
Financiers – AMF).

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7

Information on the Company and its shareholders
Share ownership7.3.1.5 Change in share ownership
Changes in the shareholding structure are described in Section 7.1.3. “Events after the reporting period” of this Chapter.

7.3.2 Disclosure thresholds
Date of AMF opinion

AMF opinion no.

Shareholder

Threshold crossed

07/17/2023

223C1107

Ventech acting on behalf of the funds
managed by itcrossing below 15% of theshare capital and voting rights

7.3.3 Statement regarding the control of the Company
To the best of the Company’s knowledge, as at December
31, 2023, there were no agreements whose
implementation could result in a change of control at alater date.

●●

Shareholders’ Agreement
The founder of the Group, Mr Denis Ladegaillerie, as well
as TCV Luxco BD S.à.r.l., Ventech and XAnge are parties toa shareholders’ agreement signed on June 9, 2021.
This agreement provides for the following:
●

348

●

Governance:i)

The Board shall consist of at least six members
and include at least 50% of independent directors
within the meaning of the AFEP-MEDEF Code;ii)

One seat on the Board be allocated to Mr Denis
Ladegaillerie, Group founder;iii)

One seat on the Board shall be allocated to
candidates recommended by TCV, provided that
TCV (and its affiliates) directly or indirectly hold atleast 5% of the Company’s share capital; thedirector appointed thereby sitting on the
Nomination and Compensation Committee;

iv)

One seat on the Board shall be allocated to
candidates recommended by Ventech, provided
that Ventech (and its affiliates) directly or indirectly
hold at least 5% of the Company’s share capital; thedirector appointed thereby sitting on the Audit
Committee and the CSR Committee;v)

One seat for a non-voting member shall beallocated to XAnge, provided that XAnge (and its
affiliates) directly or indirectly hold at least 5% of
the Company’s share capital.

Universal registration document 2023 - Believe●

Orderly disposal:
The parties to the shareholders’ agreement undertaketo make their best efforts to ensure that any sale of theCompany’s shares that they hold is organized in anorderly manner, mainly in the context of private
placements by way of accelerated book building or offmarket transactions, with the aim of avoiding or
limiting as far as possible any disruptive effect on theprice of the Company’s shares.
Specific lock-up
Ladegaillerie:commitment

made

by

Mr

Denis

Mr Denis Ladegaillerie undertakes, for a period of three
years from the settlement-delivery of the IPO, not toissue, offer, sell, pledge or sell options or purchase
contracts, purchase an option or a sale contract, grant
an option, a right or an acquisition right, or directly or
indirectly dispose of or transfer shares or other equity
securities or securities giving access to share capital of
the Company, or enter into derivatives relating toCompany shares having a similar effect on the sharesor any other equity securities of the Company, norpublicly announce his intention to carry out suchtransactions without the agreement of the otherparties.

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Information on the Company and its shareholders
Share ownership●This lock-up commitment applies subject to thefollowing exceptions:i)from the first anniversary of the settlementdelivery of the IPO, the transfer of a total numberof shares representing 1% of the share capital or
voting rights of the Company;ii)

the transfer of Company shares by inheritance inthe event of death;iii)

the transfer of Company shares following
retirement or forced retirement or following asecond or third category permanent disability
within the meaning of Article L.341-4 of theFrench Social Security Code;iv)

pledges of financial securities accounts opened in
the Company’s books or pledges of PEA securities
accounts on which the Company’s shares areregistered, provided that, in the event of thepledge being made, the recipient of the shares in
the Company agrees to be bound by (i) a lock-up
commitment identical to the commitment
described above until the first anniversary of thesettlement-delivery of the IPO and (ii) by theabove stipulations relating to the orderly disposalof the Company’s shares;v)

the donation of Company shares for the benefit of
direct descendants or spouses, provided that thedonee undertakes to be bound by (i) a lock-up
commitment identical to the commitment
described above for the remaining term of theagreement and (ii) by the above provisions
relating to the orderly disposal of the Company’s
shares;vi)

the donation of Company shares to third parties,
provided that the donation does not exceed 20%of the total number of shares held by the Founderafter the IPO and that the beneficiary concerned
agrees to be bound by (i) a lock-up commitment
identical to the commitment described above
until the first anniversary of the settlementdelivery of the IPO and (ii) by the above provisions
relating to the orderly disposal of the Company
shares;vii) the transfer of Company shares by way ofcontribution to a holding company or any otherentity organized solely for the benefit of Mr Denis
Ladegaillerie, his wife and/or his descendants,
provided that the transferee undertakes to bebound (i) by a lock-up commitment identical tothe commitment described above for theremaining term of the latter and (ii) by the
aforementioned provisions relating to the orderly
disposal of the Company’s shares; andviii) the sale of Company shares as part of a takeover,exchange, alternative or combined bid.

●
●

●
●

●

Term of the agreement:
The shareholders’ agreement is entered into for aperiod running until the latest of either (i) the fourthanniversary of the settlement-delivery of the IPO, i.e.
June 11, 2025 or (ii) the date immediately after the
General Meeting of Shareholders to be held in 2025
called to approve the financial statements of theCompany for the year ending December 31, 2024.
Termination:
The shareholders’ agreement will be automaticallyterminated early either (i) at the date on which each of
TCV, XAnge and Ventech (together with their affiliates)
directly or indirectly hold less than 5% of the Company’s
share capital or (ii) the date on which any entity were to
hold more than 50% of the Company’s share capital.
The parties have also declared that this shareholders’agreement does not constitute a concerted action
between the parties within the meaning of Article
L.233–10 of the French Commercial Code.

It should be noted that, pursuant to this Agreement, Denis
Ladegaillerie subscribed to a commitment to retain his
shares for a period of three (3) years from the date ofsignature of the said Agreement, i.e. until June 9, 2024.
On February 12, 2024, a consortium composed of TCV,
EQT and Denis Ladegaillerie announced its intention toinitiate a public tender offer for all of Believe's outstanding
shares (the “Offer”) and its decision to acquire the sharesof TCV Luxco BD S.à r.l., Ventech and XAnge, Believe's
historical shareholders, holding respectively 41.14%,
12.03% and 6.29% of Believe's share capital, at the Offer
price. It was also announced that Denis Ladegailleriewould contribute some of his Company shares to theconsortium (representing 11.17% of the share capital) andsell the remaining portion (representing 1.29% of theshare capital) (see press release of February 12, 2024
available on the Company's institutional website).
In this context, TCV, XAnge, Ventech and Denis
Ladegaillerie signed an agreement under the terms ofwhich they agreed to lift the share lock-up commitment
made by Denis Ladegaillerie in order to allow him to
publicly announce his intention to participate in the
proposed transaction, to finalize this transaction, and tosign all agreements necessary for its implementation.

Investment contract
The Company and FSP entered into an investment
agreement on May 31, 2021 under the terms of which it
was agreed that the FSP would be appointed as director of
the Company, provided that it holds an interest of at least
2.5% of the Company’s share capital.
FSP, whose shareholding in the Company is greater than
2.5%, was appointed as a director at the General Meetingof Shareholders of June 20, 2022. In accordance with theinvestment agreement, the FSP resigned from its duties as
non-voting member on the date of this appointment.

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349

7

Information on the Company and its shareholders
Share ownership7.3.4 Statement of employee share ownership
At December 31, 2023, Group employees held 280,709 shares through the mutual fund, representing 0.29% of theCompany’s share capital.

7.3.5 Information on transactions carried out on
the Company’s shares by executives and similar persons
Pursuant to Article 223-26 of the AMF's General Regulations, the table below summarizes the transactions referred to in
Article L. 621-18-2 of the French Monetary and Financial Code carried out during the 2023 fiscal year.
SUMMARY STATEMENT ON TRANSACTIONS CARRIED OUT IN BELIEVE SHARES BY CORPORATE OFFICERS OVER THE
2023 FISCAL YEARAMF opinion

350

Persons
concerned

MandateNatureof thetransaction

Type ofsecurity

Transaction
date

Unit
Volume priceTotal amount(in €)

2023DD919703

VENTECHOPPORTUNITY
PRIMARY
FUND 1

Fund
managed by
VENTECH, alegal entity
linked to Alain
Caffi, director

Distributionof securities
by an FPCI to
its investors

Share

07/13/2023

4,227,263

10.242

43,295,627.646

2023DD933766

VENTECHOPPORTUNITYSECONDARYFUND 1

Fund
managed by
VENTECH, alegal entity
linked to Alain
Caffi, director

Distributionof securities
by an FPCI to
its investors

Share

10/13/2023

493,7497.758

3,830,504.742

Universal registration document 2023 - Believewww.believe.com

Information on the Company and its shareholders
Share ownership7.3.6 Information likely to have an impact in the eventof a public or exchange offer
Pursuant to Article L.22-10-11 of the French Commercial
Code, the items likely to have an impact in the event of apublic tender offer are set out below.

7.3.6.1 Structure of the Company’s
share capital, and direct andindirect shareholdings in the
Company’s share capital
The information relating to the capital structure and the
direct and indirect stakes in the share capital of which theCompany is aware pursuant to Articles L. 233-7 of theFrench Commercial Code (declaration of crossing ofthresholds) and L. 233-12 of the French Commercial Codeis described in Sections 7.3.2 and 7.2.1 respectively.

7.3.6.2 Statutory restrictions on theexercise of voting rights and thetransfer of shares or clauses ofagreements brought to theCompany's attention
The Company’s articles of association provide for:●●the institution of a double voting right after two (2)years of uninterrupted ownership (see Article 11 of theCompany’s articles of association);an obligation to disclose the crossing of a threshold of
1% of the share capital or voting rights. In the event of
non-compliance with this obligation, the shares
exceeding the fraction that should have been declared
are deprived of voting rights until the end of a two-year
period following the date of rectification of thenotification (see Article 14 of the Company’s articles ofassociation).

The Internal Rules of the Board of Directors provide thateach member of the Board of Directors must own at least
100 shares throughout his or her term of office, with the
exception of the directors representing the Group’s
employees and, as decided by the Board of Directors, thedirectors representing shareholders whose internal
procedures prohibit the direct ownership of shares by
their representatives (Article 2.10 of the Internal Rules of
the Board of Directors).

7.3.6.3 Agreements entered into by
the Company that would be
amended or terminated in theevent of a change of control of
the Company or a public offer
Liquidity contract
On July 13, 2021, the Company signed a liquidity contract
with Oddo BHF SCA and Natixis SA, to which the amountof €2 million was allocated. The contract entered into
force on July 13, 2021 for a period of one year, tacitly
renewable.
The execution of the contract is suspended pursuant tothe conditions set out in Article 5 of AMF decision No.
2021-01 of June 22, 2021 on the renewal of theintroduction of liquidity contracts on equity securities
under accepted market practices; as a result, the contract
is suspended during a public offer or during a pre-offer
period and until the closing of the offer, when the
Company is the initiator of the offer or when the securitiesof the Issuer are involved in the offer.
In view of the proposed public tender offer announced on
February 12, 2024 by the consortium composed of Denis
Ladegaillerie, the EQT X fund and funds managed by TCV,
the Company suspended the liquidity contract.

Financing agreement
There is a change of control clause in the Revolving Facility
Agreement entered into between the Company and a
syndicate of international banks including BNP Paribas,
Caisse d’Épargne et de Prévoyance d’Île-de-France and
HSBC Continental Europe and Société Générale on May 6,
2021. The facility agreement provides for an early
repayment and/or cancellation event if there is a changeof control, at the request of any lender within 15 businessdays of receipt of the notification by the facilities agent of
the notification by the Company to the facilities agent of
the occurrence of such an early repayment/cancellation
event. The affected undrawn loans shall be cancelledupon receipt by the facilities agent of the request of theaffected lender(s) and the affected outstanding drawings
shall be repaid within 15 business days of receipt by thefacilities agent of the request of the affected lender(s).
On February 12, 2024, the consortium composed of Denis
Ladegaillerie, the EQT X fund and funds managed by TCV,
announced that it had decided to acquire the shares of
TCV Luxco BD S.à r.l., Ventech and XAnge, Believe's
historical shareholders, holding respectively 41.14%,
12.03% and 6.29% of Believe's share capital (the "Block
Acquisitions"). It is also foreseen that Denis Ladegaillerie,founder of Believe, will contribute some of his Company
shares to the consortium (representing 11.17% of theshare capital) and sell the remaining portion (representing
1.29% of the share capital). These acquisitions andcontributions would bring the consortium’s stake to71.92% of the share capital (for further details on thesetransactions, see Section 7.1.3 "Events after the reporting

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Information on the Company and its shareholders
Share ownership

period"). If the Block Acquisitions were to be carried out,
the consortium would take control of the Company, which
in turn would represent a change of control under the
New Revolving Credit Agreement. In this respect, theCompany and the banks which are party to the “Revolving
Facility Agreement” conclude an agreement to neutralize
the effects of the transaction foreseen by the consortium
on said contract.

Free performance share allocation plan
The free performance share allocation plan regulations
dated September 15, 2021, May 3, 2022, December 9, 2022
and April 27, 2023 provide that if, during the vesting period,(i) a public tender offer and/or exchange offer is launchedon the Company’s shares or (ii) a shareholder acting alone
or in concert holds more than 30% of the Company’s sharecapital, the Board may, at its discretion, decide to modify
the performance conditions in order to assess them at thetime of one of the above-mentioned events or to remove
any continued employment and/or performance conditionand consider that the shares are vested early, subject tocompliance with a minimum vesting period of two years.

BSA/BSPCE plans
The BSPCE plan of November 7, 2014 provides that in theevent of a takeover bid made by a third party for 100% of
the share capital and voting rights (on a fully diluted
basis), the beneficiaries will have the option, with nolapsing effects, in the event of termination of the duties of
employees or corporate officers of the Company, toexercise all of the BSPCEs allocated to them on the day of
the final disposal.
The BSA and BSPCE plans from June 30, 2016 provide thatin the event of a transfer of Company's shares to one ormore third parties or to one or more shareholders, acting
alone or in concert within the meaning of Article L.233-10of the French Commercial Code covering more than 50%of the Company’s share capital (hereinafter a “Liquidity
Event”):●●

BSAs and BSPCEs which are exercisable but not
exercised at the latest on the date of occurrence of a
Liquidity Event will automatically lapse and becancelled without formality;
BSAs and BSPCEs which are not exercisable on the dateof the occurrence of a Liquidity Event may not be
exercised and will automatically lapse and be cancelled
without formality, unless otherwise decided.

7.3.6.4 Agreements between
shareholders of which
Believe is aware
Pursuant to the Shareholders’ Agreement signed onJune 9, 2021 by Denis Ladegaillerie and its main historicalshareholders, TCV, XAnge and Ventech, the former
subscribed to a commitment to retain his shares for aperiod of three (3) years from the date of signature of thesaid Agreement, i.e. until June 9, 2024.
The shareholders' agreement signed on June 9, 2021 is
described in Section 7.3.3 “Statements regarding the controlof the Company”.
On February 12, 2024, a consortium composed of TCV,
EQT and Denis Ladegaillerie announced its intention toinitiate a public tender offer for all of Believe's outstanding
shares and its decision to acquire the shares of TCV Luxco
BD S.à r.l., Ventech and XAnge, Believe's historicalshareholders, holding respectively 41.14%, 12.03% and6.29% of Believe's share capital, at the Offer price. It wasalso announced that Denis Ladegaillerie would contribute
some of his Company shares to the consortium(representing 11.17% of the share capital) and sell theremaining portion (representing 1.29% of the sharecapital) (see press release of February 12, 2024 available on
the Company's institutional website).
In this context, TCV, XAnge, Ventech and Denis
Ladegaillerie signed an agreement under the terms ofwhich they agreed to lift the share lock-up commitment
made by Denis Ladegaillerie in order to allow him to
publicly announce his intention to participate in the
proposed transaction, to finalize this transaction, and tosign all agreements necessary for its implementation.
Moreover, under the terms of this agreement, the latter
ceases to have effect:●●●on the date on which each of the “Financial Sponsors”,
together with their affiliates, directly or indirectly holds
less than 5% of the Company’s share capital;on the date on which one of the parties holds, alone orin concert, more than 50% of the Company’s sharecapital;on any date agreed by the parties of the said
agreement.

This Agreement also terminates with respect to a party
when such party and their affiliates cease to holdCompany shares.
On the date of completion of the acquisition by the
consortium of the shares of TCV Luxco BD S.à r.l., Ventech
and XAnge, holding respectively 41.14%, 12.03% and6.29% of Believe's share capital, the agreement will nolonger be valid.

7.3.6.5 Holders of securities withspecial control rights in Believe
There are no holders of securities with special control rights.

352

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Information on the Company and its shareholders
Dividend distribution policy

7.3.6.6 Control mechanisms provided
for by a possible employee
shareholding system

7.3.6.8 Powers of the Board of Directors
in the event of a public tenderoffer

Pursuant to the rules of procedure of the “Believe Shares”
corporate mutual fund (French FCPE), the voting rights
attached to the shares held by the Group’s employees andformer employees are exercised by one or more
representatives appointed to represent them at theGeneral Meeting by the Supervisory Board of said fund.

Pursuant to Article 231-40 of the General Regulations of
the French Financial Markets Authority (Autorité desMarchés Financiers - AMF), the Company’s authorization tobuy back its own shares may not be used during a publictender offer.

In accordance with the duties assigned to it pursuant to
Article L. 214-165 II of the French Monetary and Financial
Code, the Supervisory Board decides on the contributionof securities in the event of a tender offer.
As of December 31, 2023, the “Believe Share” mutual fundheld 280,709 shares, representing 0.29% of the Company’s
share capital and 0.18% of the voting rights at General
Meetings.

7.3.6.7 Rules governing theappointment and replacementof members of the Board of
Directors, as well as
amendments of the articles
of association
The rules relating to the appointment and replacement of
the members of the Board of Directors are described in
Article 15 of the Company’s articles of association and in
the Internal Rules of the Board of Directors (available on
the Company’s institutional website).

Moreover, the Board of Directors may not decide to issue
shares and securities with or without preferential
subscription rights during the entire period of the publictender offer targeting Believe’s shares.

7.3.6.9 Agreements providing forcompensation for Believe
employees and managers if they
resign or are dismissed without
real and serious cause or if theiremployment ends due to a
public tender offer
To the Company’s knowledge, there is no specificagreement providing for compensation for the Chairman
and Chief Executive Officer or the Company’s employees
in the event of their resignation or if their duties were to
be terminated due to a public tender offer.

The aforementioned Shareholders’ Agreement and the
Financing Agreement provide for governance rules, which
are described notably in Section 4.2.3. of this Universal
Registration Document.
The rules relating to the amendment of the articles ofassociation are described in Article 19.6 of the Company’s
articles of association.

7.4

Dividend distribution policy

The Group does not intend to pay dividends in the shortterm, as the Group’s available cash will be used to support
its growth strategy.

Accordingly, the Company does not intend to pay dividends
in 2024 for the fiscal year ended December 31, 2023.
It should be noted that, for all intents and purposes, theCompany has not paid any dividends over the last threefiscal years.

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Information on the Company and its shareholders
Stock market information and relations with shareholders and investors

7.5 Stock market information and relations withshareholders and investors
7.5.1 Stock market information
Data sheet
ISIN

FR0014003FE9

Euronext code

FR0014003FE9Type of instrument

Share

Sub-type instrument

Ordinary share

Segment
Compartment
Listing frequency
Listing group
Listing currency
Quantity expressed in
Total number of shares
Listing date

354

Universal registration document 2023 - Believe

Local securities
Compartment B
Continuous
11
EUR
Currency unit
97,086,350
June 10, 2021

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Information on the Company and its shareholders
Stock market information and relations with shareholders and investors

Market capitalization in January 2023 and February 2024:
CHANGE IN SHARE PRICE, VOLUMES AND TURNOVER OF THE BELIEVE SHARE

Opening
price (in €)Date

Highestprice

Lowestprice

Closing
price(in €)

Averagevolumesduring themonth

Averageturnoverper month

VWAP(in €)(in €)

Feb. 2024

13.53

14.91

10.94

13.61

144,6442,057,143

13.58

Jan. 2024

10.22

10.42

9.99

10.21

53,219529,243

10.22

Dec. 2023

10.58

10.76

10.37

10.59

38,550404,194

10.57

Nov. 2023

10.00

10.18

9.83

10.04

25,184

251,420

10.01

Oct. 2023

8.58

8.77

8.40

8.63

28,948250,102

8.61

Sep. 2023

8.75

8.87

8.60

8.69

24,973

218,114

8.71

Aug. 2023

9.81

9.88

9.58

9.69

22,514

216,501

9.70

Jul. 2023

10.99

11.08

10.86

10.96

13,030143,778

10.98

Jun. 2023

11.39

11.51

11.26

11.40

13,719156,295

11.38

May 2023

11.72

11.93

11.46

11.69

37,225

440,655

11.68

Apr. 2023

10.19

10.40

10.01

10.21

16,025

164,313

10.20

Mar. 2023

10.67

10.77

10.41

10.57

15,475

163,997

10.58

Feb. 2023

11.50

11.69

11.33

11.51

20,504

235,843

11.51

Jan. 2023

11.38

11.56

11.22

11.42

25,479292,719

11.40

Change in the Believe share price since January 1, 2023
20 €400 00016 €12 €200 000
8€

4€

0€

0

janv. 23

fév. 23

Believemar. 23

avr. 23mai. 23

Stoxx 600 Technology (rebasé)juin. 23

juil. 23août. 23

sept. 23oct. 23

nov. 23

déc. 23

janv. 24

fév. 24

mar. 24

avr. 24

Volumes Euronext

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7

Information on the Company and its shareholders
Stock market information and relations with shareholders and investors

7.5.2 Relations with investors and financial analysts
7.5.2.1 Accessibility of information
Believe makes all financial information available toshareholders in the Investors Section of its website. The
contact details of the Investor Relations team are available
there, thus promoting direct contact with shareholders.
Lastly, anyone interested in the Group’s activities can signup to receive free press releases and publications by email. This alert system is accessible through the Investors
Section of the website by completing a registration form.
All financial information and financial communicationmaterials are available in electronic format on the Believe
website (www.believe.com) in the Investors Section, which
includes:●●●the Universal registration document (including theannual financial report) filed with the AMF;
all financial press releases and financial communicationmaterials (publication of results, webcasts, transcripts);
anddocuments relating
Shareholders.

to

the

GeneralMeetingofThis information can also be sent by mail on request to
the Investor Relations Department. Legal information(articles of association, minutes of General Meetings,
Statutory Auditors’ reports) may also be consulted at theregistered office.

7.5.2.2 Relations with institutional
investors and financial analysts
Believe regularly communicates on its activities, strategy
and outlook to the financial community in accordancewith the best practices of the profession. Believe’s
management and Investor Relations Department place a
special focus on dialogue with all shareholders, investors
and financial analysts. Since the share’s listing, theExecutive Management and the Investor Relations
Department have participated in numerous meetings withthe financial community (financial analysts, institutional
investors and individual shareholders), in the form ofroadshows and sector and generalist conferences. The
Company took part in numerous physical events during
the year, and is also continuing its dialogue in a virtual
format, enabling it to optimize the geographical coverageof the investor community. Believe participates in both
Tech & Media sector conferences and more general
conferences bringing together investors from all

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Universal registration document 2023 - Believe

geographical areas in order to reach the widest possible
community and continue its educational efforts. These
regular contacts help to build a relationship of trust.
The Company met with more than 271 investmentcompanies during the fiscal year ended December 31, 2023.
As regards the 2023 fiscal year, the financial publication of
the annual and half-yearly results, as well as those of thefirst and third quarters, were presented by Executive
Management via webcasts. A replay has been madeavailable as well as the transcript of the conference.
The Believe share is monitored by 11 financial analysis
offices.
A dialogue with shareholders on governance issues is also
ensured by Executive Management and the Investor
Relations Department through discussions with the teams
in charge of these issues within the investmentcompanies. Since its listing on the stock market in June
2021, Believe has begun to establish a dialogue with its
proxy advisors on governance issues and more broadly on
ESG topics. The Company also participates in discussions
with ESG rating agencies in order to promote its efforts tothe financial community, particularly in terms of diversity
and training. The Board is kept regularly informed of thecontent of these discussions.

7.5.2.3 Financial agenda
Publication of 2023 revenue and results: March 13, 2024,
after market close.
Publication of first quarter 2024 revenue: April 24, 2024,
after market close.
General Meeting of Shareholders: June 26, 2024 at 9 a.m.
Publication of first-half 2024 results: August 1, 2024, aftermarket close.
Publication of third quarter 2024 revenue: October 23,
2024, after market close.

7.5.2.4 Investor and Shareholder
Relations contacts
Believe24, rue Toulouse Lautrec,
75017 Paris, France
investors@believe.com

www.believe.com

Information on the Company and its shareholders

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8

Additional information

8.1

Persons responsible

8.1.1 Person responsible for the Universal
registration document
8.1.2 Statement by the person responsible for
the Universal registration document
8.1.3 Information from third parties, expert
declarations and declarations of interests

8.2

Persons responsible for
auditing the financial
statements

8.2.1 Principal Statutory Auditors
8.2.2 Alternate Statutory Auditors

360

8.3

Documents available
to the public

361

8.4

Glossary362

8.5

Cross-reference tables

364

360
360
360

361
361
361

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8

Additional information
Persons responsible

8.1

Persons responsible

8.1.1 Person responsible for the Universal registration document
Mr Denis Ladegaillerie, Chairman and Chief Executive Officer of the Company.

8.1.2 Statement by the person responsible for the Universal
registration document“I hereby certify that the information contained in this Universal registration document is, to my knowledge, accurate and contains
no omission that might alter its scope.
I hereby certify that, to the best of my knowledge, the financial statements have been prepared in accordance with the applicableaccounting standards and provide a true and fair view of the assets, financial position and results of the Company and of allcompanies included in the scope of consolidation, and that the management report included in this document presents a true andfair view of the changes in the business, results and financial position of the Company and of all the companies included in thescope of consolidation and describes the main risks and uncertainties they are faced with”.
In Paris, France, March 26, 2024
Denis Ladegaillerie
Chairman and Chief Executive Officer

8.1.3 Information from third parties, expert declarations
and declarations of interests
This Universal registration document contains informationon the Group’s markets and its positioning in thosemarkets, including information on the size, competitiveenvironment and dynamics of those markets and their
growth outlook. The Group uses estimates that it has
made, as well as studies and statistics published byindependent third parties and professional organizations,such as IFPI, MIDiA and GFK Entertainments, and data
published by the Group’s competitors, digital service
providers and social media platforms.

To the Company’s knowledge, the information extracted
from third-party sources has been fairly reproduced inthis Universal registration document and no fact thatwould make this information inaccurate or deceptive has
been omitted. The Company cannot, however, guaranteethat a third party using different methods to collect,analyze or calculate data on those markets would obtainthe same results.

Insight and Analysis - IFPI Secretariat
7 Air Street - London - W1B 5AD
Tel: +44 20 7878 7900
Contact person: David Price info@ifpi.org

Midia Research
79-81 Borough Road - London, SE 1DN
Tel: +44 20 3968 2453
Contact person: Mark Mulligan mark@midiaresearch.com

GFK Entertainment
Lange Strasse 75 Baden-Baden, 76530
Tel: +49 7221/279-400
Contact person: Silke Lotsch silke.lotsch@gfk.com

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Additional information
Persons responsible for auditing the financial statements

8.2 Persons responsible for auditing the financial
statements
8.2.1 Principal Statutory Auditors
Appointment

ExpiryKPMG S.A.
represented by Jean-Pierre Valensi
Tour Eqho
2, avenue Gambetta - 92066 Paris La Défense Cedex
Member of the Compagnie Régionale des Commissaires aux Comptes de Versailles

June 27, 20192025

Aca Nexia
represented by Olivier Juramie
31, rue Henri Rochefort - 75017 Paris
Member of the Compagnie Régionale des Commissaires aux Comptes de Paris

12/23/2020(1)2024(1) Appointed by written consultation of the shareholders on December 23, 2020 for the period remaining in the appointment of their predecessor, i.e. until
the Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2023. As the term of office as Principal
Statutory Auditor of Aca Nexia is expiring, the General Meeting of June 26, 2024 will be asked to renew the term of office of Aca Nexia as Principal
Statutory Auditor for a period of six fiscal years.

8.2.2 Alternate Statutory Auditors
Appointment

ExpirySalustro Reydel
represented by Béatrice de Blauwe
Tour Eqho
2, avenue Gambetta - 92066 Paris La Défense Cedex

June 27, 20192025

Pimpaneau & Associés
represented by Olivier Lelong
31, rue Henri Rochefort - 75017 Paris
Member of the Compagnie Régionale des Commissaires aux Comptes de Paris

12/23/2020(1)2024(1) Appointed by written consultation of the shareholders on December 23, 2020 for the period remaining in the appointment of their predecessor, i.e. until
the Ordinary General Meeting called to approve the financial statements for the fiscal year ending December 31, 2023. As the term of office as Alternate
Statutory Auditor of Pimpaneau & Associés is expiring, the General Meeting of June 26, 2024 will not be asked to renew this term of office.

8.3 Documents available to the public
The Company’s articles of association, minutes of General
Meetings, the parent company and consolidated financial
statements for the last three fiscal years, and other
Company documents, as well as any expert assessment orstatement requested by the Company that must be madeavailable to the shareholders, may be consulted at theCompany’s registered office.

In addition, regulated information within the meaning of
the provisions of the AMF General Regulations is available
on the Company’s website (www.believe.com).
The Board’s internal rules are also available on the
Company’s website (https://www.believe.com/en/about/ourgovernance).

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8

Additional information
Glossary

8.4

Glossary

8.4.1 Business-related terms
Advances to artists
and labels

Advance payments that may be made to artists or labels under the terms of a contract signed with Believe or
one of its competitors. The advances are deducted from the payments made to the artist or label over the life of
the contract.

Music catalog

Refers to all musical works by the same artist. Different rights apply to this catalog (including copyright andneighboring rights), belonging to different rights holders (e.g. artists - composers, lyricists, performers producers, publishers, etc.). These rights holders receive the revenue corresponding to their rights, generated
each time the catalog is listened to and/or used.

DMS“Digital Music Sales”. Volume of business generated on digital service provider and social media platforms,
corresponding to the gross amount of payments made to the Group in respect of recording fees by digital
service providers and social media platforms in return for the provision of audio and video content by the Group.

DSP

See definition of the term “Digital service providers”.

Music publishing

The acquisition by a publisher of copyright relating to a musical work (namely musical composition and/or lyrics)
to disseminate the work as much as possible and optimize its exploitation. Music publishers are engaged in thebusiness of granting these rights for use for example, in recordings, public performances, scores, translations,films, television programs, video games, websites or advertisements, etc. In exchange for the use of these rights,
the publisher receives remuneration, part of which is paid to the creator.

Label

Structure that manages an artist and/or a catalog of artists. Its main function is the distribution, promotion andmarketing of the artist’s titles. In some cases, labels may also take on other tasks, such as production. The
relationship between the artist and their label is governed by a contract that makes it enable the promotion,marketing, or even production, of one or more musical works. There are different types of contracts withdifferent levels of artist commitment. Generally, the latter sign for several years and agree to several formats (e.g.
two albums launched in two years).

Majors

The three largest record companies in the music industry, namely Universal Music Group, Sony MusicEntertainment and Warner Music Group. Majors are defined as: (i) the concentration, within the same group, of
several business lines within the music industry value chain, (ii) the ownership and operation of large catalogs
representing more than 70% of the global music market.

Recorded music

All business activities related to making music recordings available to consumers who want to listen to them.

Digitalservice providers

Streaming platforms or online stores that distribute digital audio or video content to consumers. Also known as
DSPs for “Digital Service Providers”.

Socialmedia platforms

Refer to all services used to foster conversations and social interactions on the Internet or on the go.

Producer

Refers to a music professional who enables artists to produce recorded music. The producer advances a largepart of the expenses related to the promotion and marketing of the music as well as production costs (recording,etc.). As such, they mainly receive payment on sales made.

Automated
Solutions

Automated Solutions, which addresses the music creator market and whereby the Group enables music
creators, via its TuneCore digital platform, to distribute their content in an automated manner to digital service
providers and social media platforms in return for a subscription or revenue sharing. Access to this platform can,at the choice of the music creator, be supplemented by music publishing and synchronization solutions.

Premium Solutions

Premium Solutions, this consists mainly of the sale, promotion and delivery of digital content provided by artists
and labels for which the Group is responsible for developing their catalogue on digital service provider and social
media platforms, as appropriate, using a revenue-sharing model. To a lesser extent, it also includes services
supporting the development of artists in terms of physical sales, derivative products, synchronization services,neighboring rights, the production of live events (concerts) and music publishing.

Shapers

Believe volunteer employees, previously referred to as “Ambassadors”, who propose and contribute to initiatives
in the context of the CSR strategy and the Shaping Music for Good goal. Created in 2019, the network ofambassadors is divided into two communities, addressing Believe’s major challenges:● Believe for People/Parity (gender equality, diversity and inclusion, well-being at work, mentoring and support for

local communities); and● Believe for Planet (environmental topics).

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Additional information
Glossary

Automated
Solutions

Automated Solutions, which addresses the music creator market and whereby the Group enables music
creators, via its TuneCore digital platform, to distribute their content in an automated manner to streaming andsocial media platforms in return for a subscription or revenue sharing. Access to this platform can, at the choiceof the music creator, be supplemented by music publishing and synchronization solutions.

Premium Solutions

Premium Solutions, this consists mainly of the sale, promotion and delivery of digital content provided by artists
and labels for which the Group is responsible for developing their catalogue on the platforms of digital service
providers and social media, as appropriate, using a revenue-sharing model. To a lesser extent, it also includes
services supporting the development of artists in terms of physical sales, derivative products, synchronization
services, neighboring rights, the production of live events (concerts) and music publishing.

Streaming

A method of broadcasting media content via the Internet, enabling instant audio or video streaming. Unlike
downloading, it allows you to view content in real time, as it loads as you go.

StreamMeans listening to a track (or musical work) via a digital service provider. For example, plays are counted on
Spotify when a person listens to the song or work in question for 30 seconds or more.

UGC”User Generated Content”. Refers to all content created by users on e-commerce or branded sites, as well as
content posted on community or discussion spaces such as forums or social media platforms.

8.4.2 Financial terms
Working
CapitalRequirement

The working capital requirement corresponds to the difference between income and expenditure. Thisdifference can create a temporary need for financing or, if negative, it becomes a financial resource. Working
capital requirements correspond mainly to the value of inventories plus trade receivables, advances to artists
and labels and other current assets, less trade and other payables and other current liabilities.

Free Cash Flow

Free cash flow corresponds to net cash flows from operating activities, after taking into account acquisitions anddisposals of intangible assets and property, plant and equipment, and restated for (i) costs related toacquisitions, (ii) acquisition costs of a group of assets that does not meet the definition of a businesscombination, and (iii) advances related to distribution contracts intended specifically for the acquisition of assets(acquisition of companies, catalogs, etc.).
This indicator, which reflects the Group’s capacity to generate cash from its operating activities, is taken into
consideration by Executive Management to assess the performance of the operating segments.

Organic Revenue
GrowthCorresponds to revenue generated, on a like-for-like basis, in year N by all companies included in the Group's
scope of consolidation in the year ended December 31, of year N-1 (excluding any contribution from companies
acquired during year N), compared to revenue generated in year N-1 by the same companies, regardless ofwhen they entered the Group's scope of consolidation.
Revenue at constant exchange rates is calculated by applying the average exchange rates of the n-1 period to therevenue for the period and for the n-1 period of each Group entity, expressed in its reporting currency.
Excluding any exchange rate variances resulting from transactions carried out by reporting entities in currencies
other than their operating currency.

Adjusted EBITDA”Earnings Before Interest, Taxes, Depreciation, and Amortization”. Adjusted EBITDA is calculated based on
operating income (loss) before (i) depreciation, amortization and impairment, (ii) share-based payments (IFRS 2)
including social security contributions and employer contributions, (iii) other operating income (expense), and (iv)
depreciation of identified assets at the acquisition date, net of deferred taxes, for the share of net income (loss)of equity-accounted companies.
This indicator, which reflects the Group’s capacity to generate cash from its operating activities, is taken into
consideration by Executive Management to define its investment strategy and financing policy.

IFRS“International Financial Reporting Standards”. Since 2005, IFRS has been the accounting framework applicable
to companies listed on a European market. International standards include IFRS (International Financial ReportingStandards), IAS (International Accounting Standards), as well as their SIC (Standing Interpretations Committee)
interpretations and IFRIC (International Financial Reporting Interpretations Committee) interpretations.

CGUs“Cash Generating Unit”. It is the smallest identifiable group of assets that generates cash inflows that are largely
independent of the cash inflows from other assets or groups of assets.

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8

Additional information
Cross-reference tables

8.5

Cross-reference tables

8.5.1 2023 Universal registration document (URD)
Information required in Annexes 1 and 2 of Commission Delegated Regulation (EU) 2019/980 of March 14, 2019 inaccordance with the URD format.
Chapter
1. Persons responsible, third-party information, experts'
reports and competent authority approval
1.1 Identity of person responsible

8.1.1

1.2 Statement by person responsible

8.1.2

1.3 Expert statements

N/A

1.4 Information from third parties
1.5 Statement without prior approval of the competent authority

N/A
AMF insert

2. Statutory Auditors
2.1 Identity of Principal Statutory Auditors

8.2

2.2 Potential change

NA

3. Risk factors

3.1

4. Information about the Company
4.1 Legal and commercial name

7.1.1

4.2 Registration place and number, LEI

7.1.1

4.3 Date of incorporation and length of life

7.1.1

4.4 Registered office and legal form, jurisdiction, country of incorporation, address, telephone number of thestatutory registered office, website with a disclaimer

7.1.1

5. Business overview
5.1 Principal activities

1.2

5.2 Principal markets

1.3

5.3 Important events

1.1; 6.1.1

5.4 Strategy and objectives

1.5; 2.1; 2.2; 5.4

5.5 Dependence pertaining to patents, licenses, contracts and manufacturing processes

3.1.2; 3.1.5; 6.1.1

5.6 Competitive position statement
5.7 Investments
5.7.1 Material investments made5.7.2 Principal ongoing or upcoming investments

1.3.1; 1.4
5.3.2.1
1.2.3; 1.4.5; 2.6.3;
5.1.2.4
1.5; 5.4

5.7.3 Information on joint ventures and associated businesses

6.1.1 Notes
2.4 and 12.2

5.7.4 Environmental questions which may affect utilization of
tangible fixed assets

2.6.1; 2.6.2

6. Organizational structure
6.1 Group brief description
6.2 List of significant subsidiaries

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Universal registration document 2023 - Believe

1.6.1
1.6.2; 6.1.1
Note 2.2; 6.2.2.5;
6.2.3.1

www.believe.com

Additional information
Cross-reference tables

Chapter
7. Financial situation audit and result
7.1 Financial situation
7.1.1 Results and financial situation evolution, with key performance indicators of financial and where
relevant, extra-financial nature

5.1.4; 5.1.5; 5.2;
6.2.3.1

7.1.2 Future development and activities in terms of research anddevelopment forecast

1.3; 1.5.4; 5.1.3;
5.2.4; 5.4;
6.2.3.5; 6.2.3.6

7.2 Operating results
7.2.1 Significant factors, unusual or infrequent events or new developments
7.2.2 Principal factors influencing changes to net sales
or revenues

5.1.2; 6.1.1
5.1.2; 6.2.3.1

8 Treasury and capital
8.1 Capital information

5.3.4; 6.1;
6.1.1 Note 10;
6.2.1; 6.2.2.5

8.2 Cash flow

5.1.4; 5.3.2; 6.1;
6.1.1 Note 11

8.3 Financing needs and structure

5.3.1; 5.3.2; 5.3.3;
6.1.1 Note 8;
6.2.2.5

8.4 Capital use restrictions

N/A

8.5 Expected financing sources

N/A

9. Regulatory environment
Description of regulatory environment potentially capable of influencing
Company business

1.3.2

10. Trend information
10.1 Description of key trends and all significant
changes in Group financial performance since the last fiscal year

1.4.1; 1.5.4; 5.4;
6.2.3.5

10.2 Events capable of perceptibly influencing prospects

1.5; 5.4; 6.2.3.5

11. Profit forecasts or estimates
11.1 Published profit forecasts or estimates

5.4.2

11.2 Statement enumerating principal forecast assumptions

5.4

11.3 Statement of comparability with historical financial
information and accounting policies conformity

5.4.1

12. Administrative, management, supervisory and executive management bodies
12.1 Information pertaining to members

4.2; 4.3.2

12.2 Conflicts of interests

4.2.8.1; 4.2.8.2

13. Remuneration and benefits
13.1 Remuneration and benefits in kind

4.6.4.1; 4.6.4.2

13.2 Pension provision and other similar benefits

N/A

14. Administration and management functions
14.1 Term of office expirations

4.2.1; 4.2.2

14.2 Service contracts binding administrative, management or supervisory members
to the Company

4.2.8.3

14.3 Audit and remuneration Committees information

4.2.7

14.4 Statement of abidance to corporate governance regime

4.1.2

14.5 Potential future changes to corporate governance

4.2.4

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Additional information
Cross-reference tables

Chapter
15. Employees
15.1 Number of employees

Introduction;
1.6.3; 2.4.1;
6.1.1 Note 5.1;
6.2.2.7

15.2 Shareholding and stock options

6.1.1 Note 5.4;
7.2.5

15.3 Agreement anticipating employee participation in capital

2.4.7.1; 4.6.4.5;
6.1.1 Note 5.4;
6.2.3.11; 7.2.5;
7.3.4

16. Major shareholders
16.1 Shareholders holding over 5% of the capital
16.2 Existence of different voting rights
16.3 Direct or indirect control
16.4 Agreement which when triggered may engender a control amendment
17. Related-party transactions

7.3.1
7.1.2.2; 7.3.1;
7.3.6.2
7.3.1; 7.3.3
7.3.3
6.1.1 Notes 2.4
and 12.2

18. Financial information concerning assets and liabilities, financial position
and Company results
18.1 Historical financial information
18.1.1 Audited historical financial information over the last three fiscal years and audit report
18.1.2 Change of accounting reference date
18.1.3 Accounting standards
18.1.4 Change in accounting framework
18.1.5 Balance sheet, income statement, changes in equity, cash flow, accounting policies andexplanatory notes
18.1.6 Consolidated financial statements
18.1.7 Date of last financial information
18.2 Information pertaining to financial intermediaries and others (audit reports or examinations where
relevant)

6N/A
6.1.1 Note 1.1;
6.2.2.3
N/A
6.1; 6.2
6.1
6N/A

18.3 Auditing of historical annual financial information
18.3.1 Independent historical annual financial information audit

6.3

18.3.2 Other audited information

N/A

18.3.3 Non-audited financial information

N/A

18.4 Pro forma financial information

N/A

18.5 Dividend distribution policy
18.5.1 Policy on dividend distribution and all applicable restrictions
18.5.2 Dividend per share366

6.1.1 Note 10.2;
7.4
N/A

18.6 Administrative, legal and arbitration procedures

6.1.1 Note 7

18.7 Significant change to financial position

5.2.1; 6.2.3.1

Universal registration document 2023 - Believewww.believe.com

Additional information
Cross-reference tables

Chapter
19. Additional information
19.1 Information on share capital
19.1.1 Subscribed capital, shares issued and fully paid, par value per share and authorized number ofshares7.2

19.1.2 Information pertaining to shares not representing capital

7.2.3

19.1.3 Number, book value and nominal value of shares heldby the Company

7.2.4

19.1.4 Convertible securities, exchangeable securities or securities with warrants

7.2.5

19.1.5 Conditions governing any acquisition rights and/or any subsequent obligation towards unpaid
subscribed capital or any other company with the aim of increasing capital

7.2.1; 7.2.5

19.1.6 Option or conditional or unconditional agreement of any Group
member

7.2.7

19.1.7 Share capital history

7.2.1

19.2 Memorandum and articles of association
19.2.1 Register and corporate purpose

7.1.1; 7.1.2.1

19.2.2 Rights, preferences and restrictions tied to each share class

7.1.2.2

19.2.3 Dispositions which may delay, defer or prevent achange in control

7.1.2

20. Significant contracts

3.1.2

21. Documents available

8.3

8.5.2 Cross-reference table for the Annual Financial Report
Cross-reference table for the Annual Financial Report pursuant to Article L.451-1-2 of the French Monetary and Financial
Code and Article 222-3 of the French Financial Markets Authority (Autorité des Marchés Financiers – AMF) General Regulations.
Headings
ANNUAL FINANCIAL REPORT

ArticlesAttendance

L.451-1-2 of the French
Monetary and Financial Code;
L.222-3 of the AMF General
Regulations

1. ANNUAL STATEMENTS

6.2

2. CONSOLIDATED FINANCIAL STATEMENTS
3. MANAGEMENT REPORT
4. CORPORATE GOVERNANCE REPORT

6.1
See Cross-reference table
for the Management Report
See Cross-referencetable for the Corporate
Governance Report

5. STATEMENT BY THE PERSONS RESPONSIBLE
FOR THE ANNUAL FINANCIAL REPORT

8.1.2

6. STATUTORY AUDITORS' REPORTS ON THE
PARENT COMPANY FINANCIAL STATEMENTS ANDCONSOLIDATED FINANCIAL STATEMENTS

6.3

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Additional information
Cross-reference tables

8.5.3 Management Report
Cross-reference table for the management report - Articles L.22-10-34 et seq., L.232-1 et seq. and R.225-102 et seq. of theFrench Commercial Code.
References

Required elements

Chapters/Section

1. COMPANY SITUATION AND ACTIVITY
French Commercial Code
Articles L.225-100-1, I., 1°,
L.232-1, II, L.233-6 andL.233-26

Company situation, objective and exhaustive analysis of changes inbusiness, results and financial position, in particular debt position in
relation to business volumes and complexity.
Activity report (progress and difficulties encountered) and Company
results, for each Group subsidiary

1.4.5; 5.1; 5.2; 5.3;
6.1; 6.2

French Commercial Code
Article L.225-100-1, I., 2°

Key financial performance indicators

Introduction; 5.1.4;
5.1.5; 5.2

French Commercial Code
Article L.225-100-1, I., 2°

Key non-financial performance indicators, pertaining to specificCompany activity

Introduction; 2.7.4

French Commercial Code
Articles L.232-1, II and
L.233-26

Important events occurring between the end of the
fiscal year and the management report production dateFrench Commercial Code
Article L.232-1, II

Existing branches

6.1.1 Note 12.4;
6.2.2.10; 7.1.3
6.2.3.1
1.1; 5.1.2.4; 6.1.1
Notes 2.2 and 2.3;
6.2.2.4; 6.2.3.2;
6.2.3.4

French Commercial
Code Article L.233-6, 1

Significant stakeholding in a company headquartered in France

French Commercial Code
Articles L.233-29,
L.233-30 and R.233-19

Notice of holding of over 10% of the capital in another company via
shares (alienation of cross participation)

French Commercial Code
Articles L.232-1, II and
L.233-26

Company's expected evolution and outlook

French Commercial Code
Articles L.232-1, II and
L.233-26

Research and development activities

6.2.3.6

French Commercial Code
Article R.225-102

Table displaying Company results over the last five fiscal years

6.2.3.1

Fiscal year performance and proposed allocation of the result

6.2.3.7

Information pertaining to provider and client
payment delays

6.2.3.10

French Commercial Code
Article L.441-14 andD.441-6

N/A

1.5.4; 5.4; 6.2.3.5

2. INTERNAL CONTROL AND RISK MANAGEMENT

368

French Commercial Code
Article L.225-100-1, I., 3°

Principal risks and uncertainties pertaining to the Company

French Commercial Code
Article L.22-10-35, 1°

Financial risks related to climate change and presentation of measuresin place to reduce such impacts

2.6.1

French Commercial Code
Article L.22-10-35, 2°

Principal aspects of internal control
and risk management procedures pertaining to expanding andprocessing accounting and financial information

3.2.3

French Commercial Code
Article L.225-100-1, I., 4°

Objectives and policy covering Company
transactions and exposure to price, credit, liquidity and treasury risks.
Indications take into account Company use of financial instruments

Law No. 2016-1691 ofDecember 9, 2016 known
as the “Sapin II” Law

Anti-corruption system

French Commercial Code
Article L.225-102-4

Vigilance plan and update on its implementation

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3.1

3.1.4; 6.1.1 Note 8.2

2.3; 3.1.2; 3.2.2.1
N/A

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Additional information
Cross-reference tables

References

Required elements

Chapters/Section

3. SHAREHOLDING AND CAPITAL
6.1.1 Note 10.1;
6.2.2.5; 6.2.5.3; 7.2;
7.3

French Commercial Code
Article L.233-13

Structure, Company capital evolution, self-holding andthreshold crossing

French Commercial Code
Articles L.225-211 andR.225-160

Company acquisition and sale of its own shares

French Commercial
Code Article L.225-102, 1

Statement on employee participation in share capital

French Commercial Code
Articles R.228-90 and
R.228-91

Potential amendments to titles or transferable securities providing
access to capital in cases of share re-buys
or financial operations

N/A

French Monetaryand Financial
Code Articles L.621-18-2
and R.621-43-1

Information on executive operations and persons
tied to Company shares

7.3.5

7.2.4
2.4.7; 7.3.4

AMF regulation
Article 223-26
French General Tax Code
Article 243 bis

Dividends distributed over the past three fiscal years

6.1.1 Note 10.2;
6.2.3.8; 7.4

4. NON-FINANCIAL PERFORMANCE STATEMENT (NFPS)
French Commercial Code
Articles L.225-102-1 andR.225-105

Business model

French Commercial Code
Articles L.225-102-1 andR.225-105, I.1°

Principal risks tied to Company activity

French Commercial Code
Articles L.225-102-1, III,
L. 2-10-36 andR.225-105, I, 2°

Information on the ways the Company takes into account the social andenvironmental consequences of its activities, and the effects of its
activities on humanrights, the fight against corruption and tax evasion (description ofpolicies applied by the Company)

2.2.2; 2.3; 2.4; 2.5;
2.6; 3.1.2; 3.1.3;
3.2.2.1

French Commercial Code
Articles L.225-102-1 andR.225-105, I.3°

Results of policies applied by the Company or the Group, including key
performance indicators

2.3; 2.4; 2.5; 2.6;
2.7.4

French Commercial Code
Articles L.225-102-1 andR.225-105, II, A, 1°

Social information (employment, labor organization, health and safety,social relations, training, fairness of treatment, actions to promote
physical and sporting activities)

2.4; 2.7.3; 2.7.4.3

French Commercial Code
Articles L.225-102-1 andR.225-105, II, A, 2°

Environmental information (general environmental policy pertaining topollution, circular economy and climate change)

2.6; 2.7.4.3

French Commercial Code
Articles L.225-102-1 andR.225-105, II, A, 3°

Societal information (societal engagements
favoring sustainability, outsourcing and providers,
practice loyalty)

French Commercial Code
Articles L.225-102-1,
R.225-105, II, B, 1° andL.22-10-36

Information pertaining to the fight against corruption
and measures taken to signal corruption

French Commercial Code
Articles L.225-102-1,
R.225-105, II, B, 2° andL.22-10-36

Information pertaining to actions promoting human rights

French Commercial Code
Article L.225-102-2

Information pertaining to SEVESO installations

N/A

Taxonomy regulation
2020/852 Article 8 anddelegated act of July 6,
2021

Revenue, investment spending (CAPEX), exploitation spending (OPEX),
economic activity eligible for sustainabletaxonomy publishing

2.6.3

French Commercial Code
Articles L.225-102-1 III and
R.225-105-2

Certification of independent third-parties

Introduction; 2.1.1

2.2.2

2.3; 2.5; 2.6.2

2.3; 2.6.3; 3.1.2;
3.2.2.1

2.3.2; 2.3.3; 2.4.5;
2.5.1.5; 2.5.2.2

2.8

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Additional information
Cross-reference tables

References

Required elements

Chapters/Section

5. ADDITIONAL INFORMATION REQUIRED FOR THE PRODUCTION OF THE MANAGEMENT REPORT
French General Tax Code
Articles 223 quater and223 quinquies

Additional fiscal information (spending
and non-deductible expenses)

French Commercial Code
Article L.464-2

Financial injunctions or sanctions for anticompetitive practices

French Monetary and
Financial Code Articles
L.511-6
3 bis, R. 511-2-1-1 andR.511-2-1-3

Information on loans dating less than three
years to businesses with a justified economic link

6.2.3.9
N/A

5.1.2.4; 6.1.1 Note 2.4; 6.2.2.5

8.5.4 Report on Corporate Governance
Cross-reference table for the report on corporate governance – Articles L.225-37 et seq. of the French Commercial Code.
References

Required elements

Chapters/Section

1. Compensation information
French Commercial
Code Articles L.22-10-8, I.,
2 and R.22-10-14

Corporate officer compensation policy

French Commercial Code
Article L.22-10-9, I., 1°
and R.22-10-15

Total compensation and all benefits allocated toeach corporate officer during the fiscal year

French Commercial Code
Article L.22-10-9, I., 2°

Relative proportion of fixed and variable compensation

French Commercial Code
Article L.22-10-9, I., 3°

Usage of option to request restitution of variable compensation

French Commercial Code
Article L.22-10-9, I., 4°

All engagements taken by the Company to benefit corporate officers

French Commercial Code
Article L.22-10-9, I., 5°

Allocated or attributed compensation by a company encompassed in the
consolidation scope according to the meaning of Article L.233-16 of the French
Commercial CodeFrench Commercial Code
Article L.22-10-9, I., 6°
French Commercial Code
Article L.22-10-9, I., 7°

Annual compensation, Company performance, average
employee compensation and ratios evolution over the
past five fiscal years

French Commercial Code
Article L.22-10-9, I., 8°

Explanation of the ways total compensation is aligned withthe adopted compensation policy, including the way in which it contributes to long-term
Company performance and the way in which performance criteria were applied

French Commercial Code
Article L.22-10-9, I., 9°370

Ratios between the compensation of each executive director and the average andmedian compensation of the Company's employees

How the vote of the last Ordinary General Meeting was taken into account, as
provided for in Section II of Article L. 225-100 (until December 31, 2020) and in
Section I of Article L 22-10-34 (from January 1, 2021).

4.6

4.6.4
4.6.3.2; 4.6.4.2
N/A
4.6.3.2.2; 4.6.4.2.2
N/A

4.6.4.3

4.6.4.3

4.6.4.1; 4.6.4.2

4.6.4.1; 4.6.4.2

French Commercial Code
Article L.22-10-9, I., 10°

Gap between enactment of compensation policy and all exemptions

N/A

French Commercial Code
Article L.22-10-9, I., 11°Application of elements of the second indent of Article L.225-45 of
the French Commercial Code

N/A

French Commercial Code
Articles L.225-185 andL.22-10-57

Allocating and conservation of options by corporate officers

N/A

French Commercial Code
Articles L.225-197-1 andL.22-10-59

Allocation and conservation of free shares to executive directors

N/A

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Additional information
Cross-reference tables

References

Required elements

Chapters/Section

2. Governance information
French Commercial Code
Article L.225-37-4, 1°

List of all mandates and functions undertaken in the Company byeach corporate officer during the fiscal year

French Commercial Code
Article L.225-37-4, 2°

Agreed-upon conventions between a director or significant shareholder and a
subsidiary

4.4; 6.1.1 Note 12.3

French Commercial Code
Article L.225-37-4, 3°

Summary table of delegations in the process of being approved in line with thegeneral meeting of shareholders pertaining to capital increase

7.2.2

French Commercial Code
Article L.225-37-4, 4°

Executive Management leadership

French Commercial Code
Article L.22-10-10-1°

Composition, preparation and organization conditions of Board projects

French Commercial Code
Article L.22-10-10-2°

DEI strategy and policy, and application of gender parity principles within the Board

French Commercial Code
Article L.22-10-10-3°

Potential limits to the Chief Executive Officer’s powers brought on by the
Board of Directors

French Commercial Code
Article L.22-10-10-4°

Reference to corporate governance code and application of the “comply or explain”
principle

French Commercial Code
Article L.22-10-10-5°

Particular ways in which shareholders partake in the General Meeting

French Commercial Code
Article L.22-10-10-6°

Evaluation of current conventions and its execution

4.2.2

4.1.1.2
4.2.3
2.4.5.2; 4.2.3; 4.3.3
4.1.1.2
4.1.1.1; 4.1.2
4.5.1.2; 7.1.2.2
4.4

3. Information likely to have an impact in the event of a public or exchange offer
French Commercial Code
Article L.22-10-11

Information likely to have an impact in the event of a public or exchange offer

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372

Additional information

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