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Annual Report
For the year ended
December 31, 2024
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Table of Contents
SECTION 1
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Annual Report 2024
YOUNITED GROUP
MANAGEMENT REPORT
YOUNITED FINANCIAL
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Message from Younited Financial’s CEO
CEO’s Letter to Shareholders
Younited Group Management Report 2024
Leading the Transformation of Financial Services in Europe
Younited was founded with a simple yet powerful mission: to reinvent consumer lending in Europe by making
it as seamless and instant as any modern payment method.
Since our inception in 2012, we have built a leading platform across four European markets France, Italy,
Spain and Portugal powered by advanced credit scoring algorithms, artificial intelligence, open admin and
open banking (PSD2) data. Our core ambition remains unchanged: to deliver fast, transparent, and responsible
financial solutions that improve the well-being of European households.
2024: A Year of Strategic Transformation
The macroeconomic turbulence of the past two years marked by high inflation, sharp interest rate hikes, and
tighter household budgets posed considerable challenges. Yet, Younited proved resilient. Thanks to our agile
operating model and committed team, 2024 became not just a year of recovery, but a year of reinvention
through strategic investment and innovation.
We emerged stronger from the volatile environment, more efficient, with a business model poised for sustained
and profitable growth.
Financial Highlights
Despite a tough environment, Younited delivered, as expected, the following, strong results in 2024:
Gross Merchandise Volume (GMV): 1,015 million
Total Revenue: 125 million
Adjusted Net Income: (49) million2
CET1 Ratio: 29.4%3
Liquidity & Funding ratios: LCR 3,227% NSFR 166%3
But 2024 was not just about these numbers it was about building the foundation for the next decade of growth
and expansion.
Strategic Achievements in 2024
Throughout the year, we delivered major strategic milestones:
1. Enhanced Risk Models: we released 13 new versions of our scoring algorithms, improving financing
access while reducing cost of risk by 22% for new loan cohorts (from Q4 2023 to Q4 2024).
2. AI Integration: we continued to extensively integrate AI into our operations and tech infrastructure,
driving down both fixed and variable costs.
3. Portfolio Optimization: we sold five non-performing loan portfolios (France, Italy, Spain), initiating
our Return on Equity (ROE) uplift strategy.
4. Capital Markets Milestones: we successfully placed two AA-rated Italian ABS transactions1 our
first since the landmark AAA-rated French issuance in 2019 further broadening our funding options.
5. Outstanding Customer Experience: we achieved Trustpilot scores of 4.7 to 4.9 across markets,
positioning Younited as one of Europe’s most trusted fintech brands.
1 Youni 2024-1 in April 2024 and Youni 2025-1 in March 2025 2 excluding non-cash expenses settled in capital instruments and Non-
recurring items - 3 Younited S.A. standalone derived from Younited S.A. statutory accounts prepared in accordance with French GAAP as
at Dec 31 2024 as per CRR,
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A New Chapter of Growth and Scale
As macroeconomic conditions stabilized in late 2024, we took the following decisions:
Strategic Merger: we merged Younited S.A. with Iris Financial S.A. to form a leading listed European
fintech, raising approximately €152 million in growth capital.
Funding Model Evolution: at the end of 2024 we transitioned from an originate-to-distribute funding
model to a balance-sheet funding model, further leveraging our banking license which enables us to
fund most of our lending through term-deposits reducing reliance on wholesale markets and
strengthening resilience.
Together, these strategic shifts mark a pivotal step in Younited’s evolution from a digital lender to a next-
generation, full-spectrum financial platform.
Looking Ahead: 2025 and Beyond
With inflation now below 3% and lending margins returning to pre-crisis levels, Younited is well-positioned to:
Achieve profitability by the fourth quarter of 2025
Grow annual GMV by double digit % during 2025
Expand into new product verticals leveraging our PSD2 data ecosystem and loyal client base
Continue investing in technological leadership to scale efficiently
We are confident in our path forward. The fintech landscape is evolving rapidly and Younited is ready to
lead.
A Note of Thanks
To our shareholders, new and longstanding thank you for your trust and belief in our mission.
To our clients and partners you are at the center of everything we do.
To our Board members thank you for your guidance and support in executing our strategy.
And to our 500+ employees across Europe your passion, resilience, and ambition are the driving force behind
our success.
Together, we are building the future of consumer finance.
We look to 2025 with clarity, ambition, and energy.
Charles Egly
Chief Executive Officer
Younited Financial
Charles Egly
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SECTION 1 Presentation of Younited Financial
1.1
Group Overview
Younited Financial S.A. (hereinafter referred to as ‘the Company’) is a public limited liability company (socié
anonyme) existing under the laws of the Grand Duchy of Luxembourg. The Company was initially incorporated
as a special-purpose acquisition company (SPAC) under the laws of the Cayman Islands. Its primary objective
was to execute a business combination such as a merger, share exchange, asset acquisition, or
reorganization with a company operating in the financial services sector in Europe. Until the Business
Combination, its activities were primarily focused on organizational structuring, identifying potential target
companies, and preparing and executing its Initial Public Offering (IPO) and the subsequent Business
Combination.
On December 20, 2024 (the ‘Closing Date’), the Company completed the acquisition of Younited S.A. under
the terms of the Business Combination Agreement signed on October 7, 2024 (as amended on November 29,
2024) and after the Company converted on December 12, 2024 to a public limited liability company (socié
anonyme) under the laws of Luxembourg without disruption of its legal personality.
With the acquisition, the Company and Younited S.A. now form a group (referred to as "Younited" or "the
Group"), combining their strengths to expand across Europe.
As an ECB authorized credit institution that is supervised by the French Central Bank Autorité de Contrôle
Prudentiel et de Résolution (ACPR), Younited S.A. benefits from the single regulatory framework applicable in
all countries throughout the European Economic Area.
Younited S.A. is authorized to act under the freedom of establishment for credit activities in the following
countries: in Italy, supervised by ACPR (as the competent authority of the home member state) and Bank of
Italy (as the competent authority of the host member state), in Spain, supervised by ACPR (as the competent
authority of the home member state) and Bank of Spain (as the competent authority of the host member state),
in Portugal, supervised by ACPR (as the competent authority of the home member state) and Bank of Portugal
(as the competent authority of the host member state), in Germany, supervised by ACPR (as the competent
authority of the home member state) and BaFin (as the competent authority of the host member state).
Younited S.A. is registered in relation with its insurance activity in France, with the Registre unique des
intermédiaires en assurance, banque et finance (“ORIAS”) under no. 11061269 as (i) Insurance intermediary
(MIA) and (ii) Insurance or reinsurance broker (COA), in Italy, as insurance intermediary established in Italy
under no. UE00009799 of “Annexed list” to Register of Insurance and Reinsurance Intermediaries, held by
IVASS – Istituto per la vigilanza sulle assicurazioni, in Portugal, as an insurance agent, with the number
924050235, with the Portuguese regulator, Autoridade de Supervisão de Seguros e Fundos de Pensões ASF,
in Belgium, as an insurance intermediary with the no. 11061269 under a passport as freedom to provide service
with the Belgian regulator, the FSMA – Autorité des services et marchés financiers.
A Trusted Partner in Credit Services
Since its inception, Younited has been committed to providing innovative and reliable credit solutions across
the European Union. As a specialized French credit institution and investment services provider, Younited
operates under the strict supervision of the Autorité de Contrôle Prudentiel et de Résolution (ACPR) and the
Autorité des Marchés Financiers (AMF), ensuring that it adheres to the highest standards of service and
compliance.
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1.2
Key Figures
Since its founding, Younited has become a trusted leader in the European consumer credit space, proudly
serving over 1.6 million customers across the European Union. As of 31 December 2024, the company has
originated over €6.9 billion in GMV, with €1 billion in loan originations in 2024 alone. Notably, 49% of Younited’s
GMV now originates from outside France, underscoring the success of our pan-European expansion strategy.
At the heart of our success is a powerful, scalable technology platform powered by open banking data, cutting-
edge APIs, and AI-driven credit scoring. This enables us to deliver seamless, transparent financial products
across multiple markets, including instant credit, point-of-sale financing, and insurance solutions.
Younited’s diverse customer acquisition model, which includes direct-to-consumer channels, partnerships with
financial institutions, and collaborations with merchants, ensures that our products are easily accessible and
adaptable across different regions and business sectors.
As of December 31, 2024, our team comprises 511 full-time equivalent employees on average, including
talented engineers and data scientists, all committed to Younited’s vision of financial inclusion. Our continued
focus on responsible lending practices, customer-centric products, and a strong corporate culture positions us
for long-term success as we expand across Europe.
1.3
Operational Organisation and subsidiaries
The following chart sets out the organisational structure of Younited:
Corporate structure as of December 2024:
1 legal entity and 3 branches.
Younited S.A.
ACPR registration number: 16488
RCS Paris 517 586 376
Spain branch
Italian branch
Portuguese branch
(based in Barcelona)
(based in Rome)
(based in Lisbon)
1.
2.
1 legal entity: Younited S.A.
3 branches, opened under EU Freedom of Establishment regulations
Younited operates with a streamlined and efficient organizational structure that facilitates its pan-European
expansion while maintaining high levels of service and compliance across the jurisdictions in which it operates.
The Company is organized as a centralized, full-stack consumer credit platform, which is scalable and
adaptable to local markets. It combines robust technological capabilities with deep expertise in credit risk
assessment, regulatory compliance, and financial services. The organizational structure ensures that the
company can easily deploy and expand its solutions across various geographies, managing both direct-to-
consumer offerings and partnerships with financial institutions and merchants.
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Geographic market
Younited’s geographic presence spans several key European countries, including:
France (home market)
Italy
Spain
Portugal
These countries represent the core markets for Younited’s business activities, where the company offers its
consumer credit solutions, including instant credit and point-of-sale financing, alongside its open banking
services and insurance product distribution.
Revenue Breakdown by Country
For the fiscal year ending December 31, 2024, Younited's revenue was predominantly generated from its core
markets in France and Italy. The breakdown is as follows:
France: 45,227 thousand
Italy: €24,493 thousand
Iberia and other countries: 24,951 thousand
With a robust technological backbone and a deep understanding of local markets, Younited continues to
enhance its offerings and solidify its position in key European markets, ensuring sustained growth and value
for its customers and partners.
1.3.1 Younited’s Business Model
Younited believes that it offers a differentiating consumer credit solution that combines the instant decisioning
and digital journey advantages of “buy now, pay later” players with the ticket and maturity sizes, licensing and
robustness of credit models of traditional lenders. In this manner, Younited aims to challenge and transform
the European lending market beyond consumer credit, by offering simple and transparent products that help
households reach financial well-being.
Younited’s Product Solutions
With its suite of four simple and transparent consumer solutions, Younited has financed more than €6.9 billion
in loans and earned the trust of more than 1.6 million customers since its inception.
Younited believes that its four product solutions make customers’ lives easier by offering clear-cut conditions,
instant approval, no hidden fees and the backing of full consumer protection. Over the period covered by
Younited’s historical financial information, Younited has offered the following product solutions:
Unsecured personal loans.
Younited Credit offers instant decision personal amortising loans in amounts up to €56,000 and with maturities
of up to 84 months, which are available both on Younited websites and through its financial institution’s
partners.
Point-of-sale payments via instant credit.
Younited Pay offers fully digital point-of-sale financing solutions, currently focused on amounts ranging from
200 to €50,000 and maturities from 10 to 84 months. Natively fitted for e-commerce merchants, Younited Pay
is available both through merchants’ websites and physical stores.
Free budget advisory services.
Younited Coach provides free budget advisory services that leverage open banking to generate personalized
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recommendations for money management.
Insurance
Younited Care offers credit protection insurance products, including life, disability and unemployment
insurance, as well as affinity insurance products, with loss-of-income insurance live since mid-2023. Additional
insurance products are targeted at being launched in the next few years.
Younited’s suite of product solutions has been structured to optimize cross-selling, scaling a flywheel effect of
customer acquisition, retention and a business, as shown in the graphic below:
A product factory built for acquisition, retention and repeat business
Younited Pay is our #1 customer
Younited Credit remains our core
acquisition machine as of Dec-24,
product, with high margins and a
New users acquired
with 250,000 customers acquired in
2024.
strong value proposition
2
Engage customer
Credit selfcare for customers, personalized
outputs and budget tips via Coach
mobile app
3
1
Capture data
Push offers
Boosting credit selfcare for clients
Over 300,000 downloads in 2024, and 4,9 rating on the
App Store
Customer insights, KYC,
transactional data, risk data
Proactive pushes, actionable
emails, special offers
to other products, boosting repeat & cross-sell
4
Trigger cross-sell
Customer triggers action to any other
product / service directly available on the
app
FASTER EXPERIENCE
CROSS-SELL / REPEAT BUSINESS
leveraging current account
historical transactional data
New demands from existing customers
at no acquisition costs
Contributing to unlocking new verticals on
partnerships, adding value for customers by
offering tailored solutions and adding high margin
new revenue streams
1.3.2 Younited’s Technology Platform
Younited believes that technology is at the core of its ability to offer differentiated product solutions to help its
customers achieve financial well-being. As a leading European-licenced consumer credit business, Younited
has built an unmatched position in instant credit off the back of its first-mover advantage in open banking and
artificial intelligence.
Over the last six years, Younited developed open banking technology and data infrastructure enabled by
PSD2, the European regulation for electronic payment services that gives third parties access to bank
infrastructure with the goal of making payments more secure, boosting innovation and helping banking services
adapt to new technologies. Younited then evolved from traditional decision engines to AI-powered open-
banking decision engines and enhanced its middle-office tools with open-banking data to achieve higher
operational efficiency. Younited now benefits from a single proprietary full-stack technology platform that
serves all the countries in which it operates and each of its product solutions, providing it with superior agility,
scalability and strong innovative capacity.
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Direct
Via Merchants
Direct
Via Financial institutions
Interfaces
User journey
Risk & Pricing
Core Banking
Servicing
Funding
Funds disbursal
to customers or
merchants
Direct debits
management
Loan life-cycle
servicing and
support
Scoring with
open-banking
and/or Credit
Bureaus
Funding via
partner
Younited
refinancing
options (balance
sheet, ABS,
forward flow)
Customizable
instant credit
experience
Strong
automation and
self-care
capabilities
-
-
Instant
Mobile first,
with 80% of our
traffic
decisioning
system, risk-
based pricing
Advanced fraud
detection
Customer
service support
Omnichannel
Debt collection
rd
(PoS, online,
The robustness and flexibility of Younited’s technology platform can be illustrated by its partnership with
Bpifrance, which has been in place since 2019. It took less than four months for Younited to set-up and launch
the first program of state-subsidised loans, helping thousands of SMEs weather the COVID-19 crisis. As of
December 2024, Younited has launched more than 10 programs with Bpifrance and helped originate more
than 993 million of loans and 79,000 loans.
The technology platform is complemented by Younited’s differentiating data analytic tools feeding high-
performance machine-learning scoring algorithms that have been trained, tested and calibrated for more than
ten (10) years. These tools can leverage a wide spectrum of data, including open banking data, allowing
Younited to reduce operational costs and improve transformation. The graphic below demonstrates how
Younited has built a strong competitive edge in open banking:
2018
2019
2020
2021
2022
2023
Building the most advanced open banking
tech and data infrastructure
Switching from traditional decision engine
to AI-powered open-banking decision
Enhancing our middle-office tools with
open-banking data towards higher
Selection and tech integration with several
providers to ensure continuity of service (Tink,
Linxo, Unnax, etc.)
Full redesign of customer journeys to offer the
best experience leveraging open banking
Redesign of all credit underwriting processes
towards fully automated decision
Use of open-banking data for underwriting
rules
Integration of open-banking data into middle-
office CRMs with a feature allowing credit
analysts to correct categorization, allowing to
continuously improve categorization models
and solvency analysis
Real-time monitoring of best open-banking
provider and building of the infrastructure
required to switch from one to another
Development of credit risk and fraud models
based on open-banking data
Development of labelling and categorization AI
models for each banking institutions of our 5
countries
Leveraging open-banking data to optimize
collection & recovery
Training of models on larger and larger data
set
Continuous review by operational teams of
models’ categorization and feedback loop to
improve models’ performance
Ensuring full compliance with regulatory
standards
In the future, Younited intends to take full advantage of the anticipated further evolutions in the European
regulatory environment to leverage new data resources to achieve an adaptative solution based on user data
and preferences that can optimise costs, achieve smarter credit acceptance and improve user experience.
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The upcoming regulatory frameworks under the proposed European Union directive regarding payments, data
and securityPSD3and the Payment Services Regulation2 are aimed at giving access not only to customer
banking data but also to savings, credit and life insurance information, thereby providing access to new data
resources.
1.3.3 Younited’s Core Banking System
At the heart of Younited’s technology platform is a core banking system that leverages advanced technologies
to offer a superior, fully digital experience to its clients. After pioneering the PSD2 revolution in the industry,
Younited became one of the first European credit providers to utilize artificial intelligence models. With a single
SaaS modular platform that uses cloud computing and is natively connectable via APIs, Younited is able to
deliver its products to all countries and all partners. Younited’s core banking system offers full use of
microservices, enabling a modular architecture covering front-to-back modules.
The system also benefits from advanced decision-making architecture. With connections to several local
databases and credit bureaus in all the countries in which it operates, Younited’s decision-making architecture
has embedded analytics, risk-based pricing, in-house artificial intelligence and machine learning-based
models. Younited believes that its core banking system provides a few benefits, including infrastructure
savings, on-demand scaling and agility, advanced data and risk analytics, rapid decision model development
times and the ability to offer modular, customizable and adaptable end-to-end offers.
1.3.4 Younited’s Platform for Credit Scoring and Data Enrichment
Using its extensive proprietary database containing all loan applications for a principal amount up to €56,000
since its launch in 2012, Younited has built a scalable platform for credit scoring and data enrichment. By
leveraging standardized tools and methodologies and a single API gateway for real-time scoring that relies on
independent inference microservices, the platform provides automated tools for model monitoring under the
skilled supervision of an experienced and diverse Younited team of data scientists and machine learning
engineers.
Furthermore, the modularity of the platform, with standard scoring algorithms, open banking scoring
algorithms, and partner data-enriched algorithms, allows Younited to rapidly develop specific models, resulting
in high scalability to new geographies and partners.
Thanks to its continually growing client database, open-banking and AI-based modeling techniques, Younited
has been able to steadily improve its scoring model performance. Its efficient and granular risk-based pricing
engine allows it to offer personalized solutions to its customers, to assess the probability of defaulting across
multiple risk segments.
1.3.5 Active Credit Risk Monitoring Backed by a Banking-Grade Risk and
Control Environment
Younited has created a groupwide technical and analytical platform enabling fast deployment of risk analytics
to allow for real-time calculation and tracking of key risk indicators. This allows Younited to carry out active
monitoring of the cost of risk, both at the loan segment and portfolio levels. Younited’s proprietary platform
also allows it to adjust its underwriting rules, when and if needed, on a reactive and efficient basis, to permit
score band adjustments as well as dynamic pricing and active repricing of origination to deliver attractive
returns on its portfolios.
2 Directive 2007/64/EC of the European Parliament and of the Council of 13 November 2007 on payment services in the internal market as supplemented by
the Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 (the “Payment Services Regulation”).
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Younited’s dedicated quantitative risk team, supported by data engineers and scientists, performs statistical
analysis and enhances internal tools to analyze key performance and risk drivers along various dimensions
on a pan-European basis.
As an ECB-licensed credit institution that is supervised by the ACPR, Younited benefits from the single
regulatory framework applicable in all countries throughout the European Economic Area. Furthermore,
Younited has implemented risk and control procedures and programs to provide multiple lines of defense,
including at the business level, for the oversight of risks, compliance and IT security and internal controls, as
well as through the audit and periodic review process.
1.3.6 Customer Acquisition Channels
Younited has created a scalable customer acquisition platform that benefits from both direct channels as well
as partnerships with financial institutions and merchants.
Available on Younited’s websites, its direct-to-consumer channels accounted for approximately 70% of total
loan origination in 2024. The main driver of volumes is marketing spend. Notably, the increase in repeat
business has increased the effectiveness of Younited’s marketing spend. Younited’s plan envisages returning
to 2022 volumes in 2025.
With open banking and instant credit at the heart of its value proposition, Younited direct-to-consumer channel
offers a fully digital, mobile-enabled solution for personal loans for principal amounts up to €56,000 and with
maturities of up to 84 months across different loan categories, Younited’s direct-to-consumer acquisition
strategy benefits from a significant share of free traffic, allowing it to grow GMV while maintaining low customer
acquisition costs.
Since 2020, Younited has also worked with partners such as financial institutions and merchants to expand
customer acquisition and enhance demand generation. Younited’s platform was designed and engineered to
be easily and directly integrated by its partners via API, reducing customer acquisition costs. Younited believes
that its risk-based pricing approach, superior scoring capabilities and adaptive user experience allow it to
maximize its pricing offer and provide a seamless user experience, thereby optimizing approval and conversion
rates to the benefit of both the consumer and the financial institution or merchant.
Through its partnerships with financial institutions in four countries, Younited offers instant credit in amounts
up to €56,000 and with maturities of up to 84 months. With partnerships with institutions such as Bankinter,
Telefonica, N26, Bankinter, Hype or Fortuneo Banque. Available online through its partners’ platforms as well
as directly in their physical branches, Younited’s partnerships with financial institutions have driven customer
growth.
Younited also offers financial institutions the opportunity to leverage a part, or the entirety, of its instant credit
platform. From front-end customer-facing interface, risk and pricing, middle office, core banking system and
servicing through to funding, each module is available either on a white-label basis or via co-branding.
Financial institution partners are able to use Younited’s direct tech platform with very little adjustment or to
benefit from a white-label custom platform developed by Younited. For example, Younited has developed a
lending platform in white-label for Bpifrance to originate and service various State-subsidized SME loan
programs.
Through its partnerships with merchants, in the telecommunications and consumer electronics space,
Younited offers instant point-of-sale financing via instant credit for principal amounts from €300 to €50,000 and
maturities ranging from 10 to 84 months. Younited’s partnerships with merchants in France, Italy and Spain,
including entities such as Microsoft, Apple Premium Resellers, Iliad, Bouygues Telecom, Aramis Auto and
Enpal Italia S.r.l. enable it to offer its products at over 1,000 points-of-sale and websites and are available on
Content Management Systems and Payment Service Providers, such as Prestashop, Shopify and Magento.
Younited’s partnerships with merchants represented approximately 30% of its GMV in 2024.
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The successful deployment of Younited Pay in France with its market leading API (connectivity technology)
has driven a growth in the number of partnerships. To date this growth has been constrained by lack of capital
which has led to Younited not bidding on some larger opportunities. Future growth will be enabled by the new
equity capital associated with this deal as well as the roll out of Younited Pay in Italy and Spain. Available both
online and in physical points of sale, Younited has seen strong growth in the number of customers derived
from this channel.
SECTION 2 Business Overview
2.1
Market Environment
Younited operates within a highly competitive and fast-evolving financial services landscape, where it faces
competition from a diverse range of players. These include both traditional credit institutions and emerging
fintech companies offering consumer loans, payment solutions, and digital banking services.
Competitive Landscape
The main competitors of Younited are established European credit institutions, such as Cetelem, Cofidis,
Sofinco, Agos, Compass, Santander, and other retail banks, as well as specialized point-of-sale financing
providers like PayPal, Klarna, Oney, and Scalapay. These competitors vary in size and market reach, with
many having larger financial capacities and longer operating histories, giving them key competitive
advantages.
While Younited competes with several larger, more established players in the market, including traditional
credit institutions and fintech companies, the Group has been able to carve out a distinct position in the
consumer credit landscape.
Younited stands out by leveraging its innovative, technology-driven platform and data insights to offer a
streamlined, flexible, and personalized consumer credit experience. The Group’s unique capabilities in credit
scoring, instant credit solutions, and open banking give it the agility to meet customer needs in a rapidly
changing market. Younited’s ability to offer a seamless, omnichannel experience to its customers through
direct-to-consumer, merchant, and financial institution channels further strengthens its competitive edge.
Despite the presence of larger players, Younited’s focus on scalability, transparency, and customer-first
solutions enables it to not only compete effectively but to continue growing in its core markets.
2.2
Developments
Younited continues to innovate and expand its product offering to meet the evolving needs of its customers.
The company consistently introduces new solutions that enhance the customer experience and broaden its
range of services. These include advancements in consumer credit products, payment solutions, and
partnerships with financial institutions and merchants, all underpinned by its cutting-edge technology platform.
In addition to expanding its core offerings, Younited is focused on enhancing its omnichannel approach,
providing customers with seamless access to financial services across multiple touchpoints. The company is
also exploring new market opportunities, including expanding its reach within its existing European markets
and further building on its partnerships with both retail merchants and financial institutions.
To stay ahead of industry trends, Younited leverages open banking, artificial intelligence, and machine learning
to drive product innovation and improve credit risk assessment. This technological approach allows Younited
to offer more personalized, efficient, and transparent financial solutions to its customers.
Younited regularly introduces new products and services for its customers.
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More information is available on the group’s website, including the press room: Pressroom - Younited.
SECTION 3 Operational and Financial Review
3.1
Economic Conditions
Interest Rates
In 2024, the European Central Bank (ECB) maintained a cautious stance on interest rates, holding its main
refinancing rate at 4.5% for the first half of the year. Despite earlier expectations for rate cuts, persistent
inflation led to a more conservative outlook. By mid-year, the ECB adjusted its projections, eventually reducing
rates to the mid-to-high 3% range by the year’s end, aiming for economic stability and controlled inflation.
Inflation
Inflationary pressures gradually eased in 2024. In France, the Consumer Price Index (CPI) improved to 1.8%
by December, down from the previous year’s higher levels, largely due to stable food prices, lower energy
costs, and controlled increases in medical and transportation expenses. In Italy, inflation dropped to 1.4%,
driven mainly by a reduction in energy prices. The ECB’s long-term goal of a 2% inflation target shaped its
monetary policy across both countries.
Macroeconomic Environment
The global macroeconomic landscape in 2024 exhibited cautious optimism, with real GDP growth projections
of 1.1% for France and 0.7% for Italy. The slowdown was attributed to the delayed impacts of monetary
tightening and the fading effects of post-pandemic recovery. However, easing inflation and a shift towards
more accommodative monetary policies provided signs of stabilization, though risks from high public debt and
political volatility remained.
3.2
Components of Results of Operations
Net Interest Income
The Group’s Net Interest Income includes income from interest earned on GMV originated and kept on balance
sheet, or not yet derecognized, and interest expenses related to the cost of funding. Interest income and
expenses are recognized in the statement of profit or loss on an accrual basis for all financial instruments using
the effective interest rate method. The effective interest rate method requires the Group to estimate future
cash flows, in some cases based on its experience of customer behaviors, considering all contractual terms
of the financial instrument, as well as expected duration of assets and liabilities.
Other Revenue Lines
The Group’s other revenue comprises: (1) Net gains and losses from financial instruments at FVTPL (fair value
through profit or loss) consisting of changes in the fair value of the corresponding financial instruments, (2) Net
gains and losses from financial instruments at fair value through other comprehensive income (“FVOCI”)
consisting of Profit/Loss on revaluation or recycling of financial assets at fair value on sale of loan portfolios
and (3) Income from other activities consisting of revenue from the distribution of insurance products on
realization basis, license and professional services fees from platform as a service activity (i.e., access to the
platform revenue and lead sold to third party), net fee and commission income mainly comprising management
fees received by Younited as a servicer to SPVs and other miscellaneous income.
Impairment Losses on Financial Instruments
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The Group’s impairment losses on financial instruments include expected credit losses on loan portfolios for
both performing and non-performing loans. These impairment losses are defined as the difference between
the carrying amount of a loan classified as impaired and the present value of estimated future cash flows on
this loan using the original effective interest rate for discounting those cash flows except for POCIs (purchased
or originated credit impaired) where EIR is restated to expected recovery cashflows.
Personnel Expenses
Personnel expenses comprise salaries, social security contributions, contributions to defined benefit plans and
defined contribution plans and other employee-related expenses such as contractual profit sharing and share-
based payment expenses.
Depreciation and Amortization
Depreciation and amortization expenses comprise depreciation and amortization of intangible and tangible
fixed assets, primarily reflecting the depreciation of capital expenditures incurred in connection with the
development of the digital platform and includes amortization of right-of-use assets.
Other Expenses
Other expenses primarily comprise taxes and other operating expenses; advertisement and publicity; auditors’
fees; and Insurance and Other expenditures.
Income Tax Expense
Income tax expense comprises the Group current income tax in France, as well as deferred taxes representing
the tax effect on temporary differences and deferred taxes due to tax rate changes. Deferred tax assets are
recognized for temporary differences if it is probable that taxable profit will be available against which the
deductible temporary difference can be utilized. In addition, the Group recognizes the French contribution on
the value added (“Cotisation sur la valeur ajoutée des entreprises” or “CVAE”) as income tax.
3.3
Alternative Performance Measures (APM)
GMV is an operating data. This operating data corresponds to the cumulated nominal amount of loans issued
by Younited directly towards customers or indirectly through merchants and financial institutions during the
period. As GMV reports nominal amounts, it is not compliant with EIR calculation according to IFRS 9 and as
such cannot be reconciled with the Group’s accounting policies. Moreover, part of this cumulated amount is
off-balance sheet either whenever Younited acts as an agent for a partner merchant responsible for the
issuance of the loans or whenever loans are distributed to non-consolidated securitization funds. For these
reasons GMV cannot be reconciled to the Group’s financial statements. Management believes this measure
provides an appropriate measure of its commercial efficiency. GMV amounted to €748.9 million and €881.9
million for the years ended December 2024 and 2023, respectively.
Adjusted net income is a non-IFRS measure. This measure is useful to readers of the Group’s financial
statements as it provides a measure of results excluding certain items that management believes are outside
of its recurring operating activities consisting of Non-recurring items and of Non-cash expenses settled in
capital instruments.
Non-cash expenses settled in capital instruments consist of share-based payment expenses accounted for
under IFRS 2 as well as unrealized gains and losses on financial liabilities which will be settled in the Company
own capital instruments.
Non-recuring items refer to expenses incurred as part of a significant reorganization of the Group, which may
include costs related to workforce reductions, contract terminations, and other one-time expenses necessary
to implement structural changes.
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3.4
Results of operations
Underlying net result
The following table sets forth the Group’s Adjusted net income for the years ended December 31, 2024 and
December 31, 2023.
Twelve-month period
Variation
ended December 31,
Change
(%)
Change
(k€)
2024
2023
(in € thousands)
Loss for the period
(83,439)
1,772
(49,679)
2,882
-
(33,760)
(1,110)
32,690
(2,180)
68.0
Non-cash expenses settled in capital instruments
Non-recurring items
(38.5)
n.a.
32,690
(48,977)
Adjusted net income
(46,797)
4.7
Adjusted net income decreased by €2,180 thousand, or 4.7%, from €46,797 thousand for the twelve-month
period ended December 31, 2023, to €48,977 thousand for the twelve-month period ended December 31,
2024. This decline was primarily driven by a €33,760 thousand increase in the loss for the period, mainly due
to non-recurring items totaling €32,690 thousand, which reflect expenses incurred in connection with the
Group’s strategic reorganization efforts. These non-recurring items mainly include (i) the €29,334 thousand
cost of access to capital related to the Business Combination of Younited with Iris and (ii) other restructuring
costs of €3,012 thousand. Additionally, non-cash expenses settled in capital instruments contributed further to
the net loss, with €1,772 thousand related to share-based payments.
The following table sets forth the Group’s results of operations for the years ended December 31, 2024 and
December 31, 2023.
Twelve-month period
Variation
ended December 31,
Change
(%)
Change
(k€)
2024
2023
(in € thousands)
Interest income
Interest expense
Net interest income
73,813
83,481
(9,668)
(11.6)
(30,437)
(22,092)
(8,346)
37.8
43,375
61,389
(18,014)
(29.3)
Net gains and losses from financial instruments
at FVTPL
2,835
2,799
37
1.3
Net gains and losses from financial instruments
at FVOCI
2,898
45,563
(5,318)
42,886
8,215
2,678
(154.5)
6.2
Income from other activities
Revenue
94,671
101,755
(36,667)
(34,397)
(21,682)
(57,890)
(48,881)
(799)
(7,084)
(1,185)
(31,623)
(5,589)
11,388
(34,092)
332
(7.0)
3.2
Personnel expense
(37,851)
(66,020)
(27,270)
(46,502)
(82,973)
(466)
Other operating expenses
Depreciation and amortization expenses
Impairment losses on financial instruments
Loss before tax
91.9
25.8
(19.7)
69.7
(41.6)
68.0
Income tax expense
LOSS FOR THE PERIOD
(83,439)
(49,679)
(33,760)
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Geographic breakdown of revenue
Revenue for the twelve-month period ended December 31, 2024, was mainly generated in France, amounting
to €45,227 thousand, followed by Italy with €24,493 thousand. Revenue generated in other countries amounted
to €24,951 thousand.
Net Interest Income
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Interest income
Interest expense
Net interest income
73,813
(30,437)
43,375
83,481
(22,092)
61,389
(9,668)
(8,346)
(11.6)
37.8
(18,014)
(29.3)
Net interest income decreased by €18,014 thousand, or 29.3%, from €61,389 thousand in 2023 to €43,375
thousand in 2024. This decline was primarily driven by a decrease in interest income of €9,668 thousand, or
11.6%, from €83,481 thousand in 2023 to €73,813 thousand in 2024, combined with an increase in interest
expense of €8,346 thousand, or 37.8%, from €22,092 thousand in 2023 to €30,437 thousand in 2024.
The decrease in interest income primarily reflects a reduction in the gross carrying amount of loans and
advances to customers, which declined by €154,418 thousand or 14.3%, from €1,078.3 million in 2023 to
€923.9 million in 2024. This decrease is attributable to (i) the net change in loans and advances to customers
at amortized cost which decreased from €339,347 thousand in 2023 to €274,888 thousand in 2024, as well as
(ii) the net change in loans and advances FVOCI which decreased from €477,287 thousand in 2023 to
€458,150 thousand in 2024.
The increase in interest expense mostly comes from the increase of 38.5% in interests on term deposits, which
grew from €19,398 thousand in 2023 to €26,866 thousand in 2024. This increase reflects a higher weighted
average interest rate driven by the deteriorating economic conditions resulting in an increase of the risk-free
rate.
Other revenue lines
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Net gains and losses from financial instruments at
FVTPL
2,835
2,799
37
1.3
Net gains and losses from financial instruments at
FVOCI
Income from other activities
2,898
45,563
51,296
(5,318)
42,886
40,366
8,215
2,678
(154.5)
6.2
Other revenue lines
10,930
27.1
Other revenue lines rose by €10,930 thousand, or 27.1%, from €40,366 thousand in 2023 to €51,296 thousand
in 2024, driven by a more favorable performance in financial instruments at FVOCI and the increase in income
from other activities.
Net gains and losses from financial instruments at FVTPL increased slightly by €37 thousand, or 1.3%, from
€2,799 thousand for the year ended December 31, 2023, to €2,835 thousand for the year ended December
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31, 2024. The performance remained stable compared to the prior year, reflecting a more normalized market
environment following previous macroeconomic volatility.
Net gains and losses from financial instruments at FVOCI improved significantly, increasing by €8,215
thousand, or 154.5%, from a €5,318 thousand loss in 2023 to a €2,898 thousand gain in 2024. This positive
variation was primarily due to gains from the disposal of Non-Performing Loans. In contrast, the losses in 2023
were attributed to the sale of a large Italian loans portfolio below par.
Income from other activities primarily includes (i) insurance distribution income, (ii) access revenue, (iii) leads
sold to third parties, (iv) net fee and commission income, and (v) other miscellaneous revenues. In 2024, this
income increased by €2,678 thousand, or 6.2%, rising from €42,886 thousand in 2023 to €45,563 thousand in
2024. This growth was mainly driven by higher access revenue, alongside an increase in other revenue
streams such as banking revenue, partially offset by a decline in insurance distribution income.
Access revenue, which primarily consists of transaction fees on loans originated by partners through
Younited’s platform and license fees for platform usage, grew by €4,587 thousand, or 61.0%, from €7,525
thousand in 2023 to €12,112 thousand in 2024. This increase was largely attributable to renegotiations with
two key partners.
Other revenue grew by €2,871 thousand, from €2,378 thousand in 2023 to €5,249 thousand in 2024, primarily
driven by an increase in banking-related income.
Net fee and commission income increased by €545 thousand, or 12.6%, rising from €4,323 thousand in 2023
to €4,868 thousand in 2024. This growth was supported by the expansion of total assets securitized, driven by
the increase in loans held by SPVs under Younited’s management, from €1,658.5 million in 2022 to €1,674.1
million in 2024.
Insurance distribution income declined by €5,897 thousand, or 31.1%, from €18,943 thousand in 2023 to
€13,046 thousand in 2024. This decrease was primarily due to a €133,027 thousand, or 15.1% reduction in
GMV, which decreased from €881.9 million in 2023 to €748.9 million in 2024.
Other expenses
Twelve-month period
Variation
ended December 31,
Change
(%)
Change
(k€)
2024
2023
(in € thousands)
Personnel expense
(37,851)
(66,020)
(27,270)
(131,142)
(36,667)
(34,397)
(21,682)
(92,745)
(1,185)
(31,623)
(5,589)
3.2
Other operating expenses
Depreciation and amortisation expenses
Total
91.9
25.8
41.4
(38,396)
Total Personnel expenses, Other operating expenses, and Depreciation and amortization expenses increased
by €37,632 thousand, or 40.6%, from €92,745 thousand for the year ended December 31, 2023, to €130,377
thousand for the year ended December 31, 2024.
Personnel expenses increased slightly by €1,185 thousand, or 3.9%, from €36,667 thousand in 2023 to
€37,851 thousand in 2024. This increase was primarily driven by salary increases and restructuring costs of
€1,649 thousand incurred in 2024. However, it was partially offset by a reduction in headcount, with a decrease
of 77 employees, or 13.1%, from an average of 588 employees in 2023 to 511 employees in 2024, as well as
a lower impact of share-based payment arrangements, which declined from €2,882 thousand in 2023 to €1,772
thousand in 2024.
Other operating expenses increased significantly by €31,623 thousand, or 91.9%, from €34,397 thousand for
the year ended December 31, 2023, to €66,020 thousand for the year ended December 31, 2024. This sharp
rise reflects notably the cost of access to capital for €29,934 thousand representing the cost incurred to access
capital markets. External debt collection costs increased by €2,687 thousand or 47.2%, from €5,696 thousand
in 2023 to €8,383 thousand in 2024 in the context of an increase of collection activity. This is offset by a
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decrease of external call center costs which can be explained by the decrease in GMV, from €881.9 million in
2023 to €748.9 million in 2024. External fees, which mainly comprise consulting fees, increased by €1,667
thousand or 45.2%, from €3,690 thousand in 2023 to €5,357 thousand in 2024.
Depreciation and amortization expenses rose by €5,589 thousand, or 25.8%, from €21,682 thousand in 2023
to €27,270 thousand in 2024. This increase was primarily driven by the continued investments in Younited’s
platform and technology infrastructure to support growth, along with the accelerated amortization of projects
that were terminated in 2024 for an aggregate amount of €1,362 thousand.
Impairment losses on financial instruments
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Impairment losses on financial instruments
(46,502)
(57,890)
11,388
(19.7)
Impairment losses on financial instruments decreased by €11,388 thousand, or 19.7%, from €57,890 thousand
for the year ended December 31, 2023, to €46,502 thousand for the year ended December 31, 2024, mostly
driven by a decrease in GMV, as (i) loans and advances to customers at amortized cost decreased from
€339,347 thousand in 2023 to €274,888 thousand in 2024 and (ii) loans and advances to customers at FVOCI
decreased from €477,287 thousand in 2023 to €458,150 thousand in 2024.
Apart from this base effect, Stage 1 and Stage 3 expected credit loss (ECL’) to gross carrying value decreased
as of December 31, 2024, standing at 3.0% (3.5% in 2023) and 86.7% (86.9% in 2023) respectively, partially
offset by Stage 2 expected credit loss to gross carrying value which slightly increased as of December 31,
2024, standing at 16.8% (16.6% in 2023).
Income tax expense
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
(466)
2023
(799)
(in € thousands)
Income tax expense
332
(41.6)
Income tax expense decreased by €332 thousand, or 41.6%, from €799 thousand for the year ended
December 31, 2023, to €466 thousand for the year ended December 31, 2024. This decrease reflects a lower
taxable base, attributable to a reduction in tax paid in Portugal, resulting from the creation of a permanent
establishment during the second quarter of 2024.
Loss for the period
Twelve-month period
Variation
ended December 31,
Change
(k€)
Change
(%)
2024
2023
(in € thousands)
Loss for the period
(83,439)
(49,679)
(33,760)
68.0
As a result of the above, the loss for the period increased by €33,760 thousand, or 68.0%, from €49,679
thousand for the year ended December 31, 2023, to €83,439 thousand for the year ended December 31, 2024.
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3.5
Liquidity and Capital Resources
The purpose of the liquidity management function is to ensure that The Group has funds available to extend
loans to its customers across its various products, meet deposit maturity outflows, repay principal and interest
in its borrowings and deposits, and settle all its obligations. As of December 31, 2024, and December 31, 2023,
The Group had cash and cash equivalents denominated in euros of €276,846 thousand and €310,281
thousand, respectively. Cash and cash equivalents primarily consist of (i) balances placed at central banks for
€193,433 thousand and €236,756 thousand, and (ii) balances with other banks in current accounts and money
at call and short notice for €83,413 thousand and €73,525 thousand, respectively, as of December 31, 2024,
and December 31, 2023. The Group’s primary sources of funding have been securitization funds and fixed-
rate retail term deposits, which ensure stability, low cost of funding, and effective liquidity management.
Other sources of funding include capital injections from shareholders, and to a lesser extent, loans and credit
lines from financial institutions. Apart from regulatory requirements described in Section 6.2 “Capital
adequacy,” there are no material restrictions on the use of The Group’s capital resources. Additionally, The
Group held no financial instruments for hedging purposes over the periods covered by the financial statements.
3.5.1 Summary of Cash Flows
The following table sets forth The Group’s statements of cash flows for the years ended December 31, 2024,
and December 31, 2023.
Twelve-month period
ended December 31,
2024
2023
(in € thousands)
Cash flows from operating activities
Profit (loss) for the period
(83,439)
27,270
(49,679)
21,683
57,890
(61,389)
2,567
Net depreciation and amortisation
Net impairment loss on loans and investment securities
Net interest income
46,502
(43,375)
(5,733)
31,706
Net gain (or loss) on loans and investment securities at FV
Equity-settled share-based payment transactions
Other income and expense
2,882
918
673
Net change in loans and advances to financial institutions and customers
Net change in loans and deposits from financial institutions and investors
Other assets, liabilities and provisions
48,199
33,578
169,328
12,390
53,755
243,680
(292,952)
(4,063)
51,520
Net interest received (or paid)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
(223,447)
Cash flows from investing activities
Net change in investment securities
48,601
(21,362)
27,238
(71,169)
(25,165)
(96,334)
Investment in PPE and intangible assets
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES
Cash flows from financing activities
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Proceeds from increase in capital
Repayment of lease liabilities
166,510
(3,737)
28,538
(3,506)
25,032
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES
162,773
Net increase (decrease) in cash, due from central banks
CASH AND CASH EQUIVALENTS AT OPENING
CASH AND CASH EQUIVALENTS AT CLOSING
(33,435)
310,281
276,846
172,378
137,903
310,281
Net cash provided by (used in) operating activities
Net cash provided by operating activities amounted to a cash outflow of €223,447 thousand for the year ended
December 31, 2024, primarily driven by the following factors:
-
-
The loss for the period of €83,439 thousand.
The net interest received (or paid) contributed to a cash inflow of €51,520 thousand.
The net change in loans and advances to financial institutions and customers contributed to a cash inflow of
€48,199 thousand, excluding (i) net impairment losses on loans and investment securities of €46,502 thousand
and (ii) non-performing loans repurchased.
The net change in loans and deposits from financial institutions and investors contributed to a cash outflow of
€292,952 thousand, resulting from a reduction in loans and advances, reflecting a more cautious funding
strategy.
The adjustment of other non-cash expenses or non-operating items for a total inflow of €53,225 thousand.
Net cash provided by operating activities amounted to a cash inflow of €243,680 thousand for the year ended
31 December 2023, primarily driven by the following factors:
-
-
The loss for the period of €49,679 thousand.
The net interest received (or paid) contributed to a cash inflow of €53,755 thousand.
The net change in loans and advances to financial institutions and customers contributed to a cash inflow of
€33,578 thousand. Excluding (i) net impairment losses on loans and investment securities of €57,890
thousand, and (ii) non-performing loans repurchased, including a €724 thousand provision, net change in loans
and advances to financial institutions and customers generated a cash outflow of €25,037 thousand.
The net change in loans and deposits from financial institutions and investors contributed to an inflow of
€169,328 thousand, resulting from a levy of additional deposits to anticipate an increase in interest rates going
forward. In this context loans to deposits ratio decreased to 96% as of 31 December 2023.
The adjustment of other non-cash expenses or non-operating items for a total inflow of €36,698 thousand.
Net cash provided by (used in) investing activities
The Group’s investing activities generated a cash inflow of €27,238 thousand for the year ended December
31, 2024. This inflow was primarily driven by a net change in investment securities, which contributed €48,601
thousand, reflecting the reduction in equity share in SPVs from €107,519 thousand (6% as of December 31,
2023) to €58,125 thousand (3.5% as of December 31, 2024). This was partially offset by a capital expenditure
of €21,362 thousand, primarily due to investments in Younited’s platform amounting to €19,294 thousand in
2024.
For the year ending December 31, 2023, The Group’s investing activities generated a cash outflow of €96,334
thousand. This outflow was largely due to capital expenditure of €25,165 thousand, mostly from investments
in Younited’s platform amounting to €23,018 thousand. Furthermore, a cash outflow of €71,169 thousand
investment securities was observed, reflecting an increase in equity share in SPVs from €37,219 thousand
(3% as of December 31, 2022) to €107,519 thousand (6% as of December 31, 2023).
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Net cash provided by (used in) financing activities
Net cash provided by financing activities amounted to an inflow of €162,773 thousand for the year ended
December 31, 2024. This inflow was primarily driven by a significant capital increase of €166,510 thousand,
offset by repayments of lease liabilities totaling €3,737 thousand.
For the year ended December 31, 2023, net cash provided by financing activities amounted to an inflow of
€25,032 thousand. This was largely due to a capital increase of €28,538 thousand, partially offset by
repayments of lease liabilities of €3,506 thousand.
3.5.2 Capital Adequacy
While the CRD IV requires Younited to comply with a regulatory minimum capital ratio of 15.8% of its risk-
weighted assets on a continuous basis, subject to any higher percentage as may be prescribed by the ACPR
from time to time, Younited has maintained a higher ratio than prescribed under the guidelines.
As part of its capital adequacy risk management, Younited also maintains an internal capital adequacy
framework to ensure its internal economic capital covers and exceeds all material risks internally assessed
and is in adequation with its strategic objectives.
3.5.3 Contingent liabilities, capital commitments and contractual obligations
Capital Expenditures
The Group’s capital expenditure consists of personnel expenses incurred to develop and expand continuously
on Younited’s platform solution. Such expenses are mostly incurred in France and funded internally. The
expenses detailed are entirely related to the development phase of the platform, and no expenditure has been
allocated to research activities. For the years ended December 31, 2024, and December 31, 2023, the Group
invested €19,294 thousand and €23,018 thousand, respectively. The Group’s net book value of intangible
assets was €34,117 thousand and €36,552 thousand for the years ended December 31, 2024, and 2023,
respectively. Younited is engaged in developing its platform and invests accordingly on a continuous basis.
The Group had no material investments in progress as of December 31, 2024, and no commitment has been
made.
Non-cancellable Lease Obligations
The table below sets forth the Group’s non-cancellable lease obligations for payments due in the specified
periods.
As of December 31,
2024
3,698
2023
3,667
12,455
11
(in € thousands)
Less than one year
Between one and five years
More than five years
Total
9,307
-
13,005
16,133
3.6
Balance Sheet
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Annual Report 2024
The Group’s balance sheet as of the specified dates are set out below:
As of December 31,
2024
2023
(in € thousands)
Assets
Cash, due from central banks
Financial assets at FVTPL
Loans and advances to financial institutions
Loans and advances to customers at amortised cost
Loans and advances to customers at FVOCI
Property and equipment
Intangible assets
193,433
86,837
236,756
135,403
73,525
83,413
274,888
458,150
11,740
339,347
477,287
14,568
34,117
36,552
Other assets
81,870
85,537
TOTAL ASSETS
1,224,448
1,398,973
Liabilities
Financial liabilities at FVTPL
Loans and deposits from financial institutions
Deposits from deposit holders
Other liabilities
12,181
60,611
832,722
79,846
615
-
60,033
1,126,252
68,840
Provisions
466
TOTAL LIABILITIES
985,975
1,255,591
Equity
Share capital
691
340,376
-
273
181,260
289
Share premium
Other equity instruments
Reserves and retained earnings
Loss for the period
(27,483)
(83,439)
8,329
(10,080)
(49,679)
21,320
Other comprehensive income
TOTAL EQUITY ATTRIBUTABLE TO COMPANY OWNERS
238,474
-
143,383
Non-controlling interests
-
TOTAL LIABILITIES AND EQUITY
1,224,448
1,398,973
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3.6.1 Assets
The Group’s assets as of the specified dates are set out below:
2024
2023
(in € thousands)
Assets
Cash, due from central banks
Financial assets at FVTPL
Loans and advances to financial institutions
Loans and advances to customers at amortised cost
Loans and advances to customers at FVOCI
Property and equipment
Intangible assets
193,433
86,837
236,756
135,403
73,525
83,413
274,888
458,150
11,740
339,347
477,287
14,568
34,117
36,552
Other assets
81,870
85,537
TOTAL ASSETS
1,224,448
1,398,973
Cash due from central banks
Cash due from central bank balances decreased from €236,756 thousand as of December 31, 2023, to
€193,433 thousand as of December 31, 2024, for the reasons discussed in the statements of cash flows.
Financial assets at FVTPL
The Group’s financial assets at FVTPL, which primarily comprise investments in High Quality Liquid Assets
and in SPVs, decreased from €135,403 thousand as of December 31, 2023, to €86,837 thousand in 2024,
explained by a decreased equity share in SPVs from €107,519 thousand or 6% as of December 31, 2023, to
€58,125 thousand or 3.5% as of December 31, 2024.
Loans and advances to financial institutions
Loans and advances to financial institutions increased from €73,525 thousand as of December 31, 2023, to
€83,413 thousand as of December 31, 2024, for the reasons discussed in the statements of cash flows.
Loans and advances to customers at amortized cost
Loans and advances to customers at amortized cost slightly decreased from €339,347 thousand for the year
ended December 31, 2023, to €274,888 thousand in 2024, due to (i) a decrease in GMV production in Spain,
Germany and Portugal from €140.8 million in 2023 to €67.3 million in 2024, coupled with standard decrease
in previous vintages of loan portfolios and (ii) a 9.5% decrease in expected credit losses. Apart from this base
effect, the expected credit loss (ECL) ratio for Stage 1 and Stage 3 loans relative to gross carrying value
decreased from 3.9% and 87.9% in 2023 to 3.7% and 87.4% in 2024, respectively.
Loans and advances to customers at FVOCI
Loans and advances to customers at FVOCI decreased from €477,287 thousand as of December 31, 2023 to
€458,150 thousand in 2024 due to a (i) decrease in GMV in France and Italy from €741.1 million in 2023 to
€681.7 million in 2024 coupled with standard decrease in previous vintages of loan portfolios and (ii) a 33.5%
decrease in expected credit losses respective of the decrease in gross carrying loans. Apart from this base
effect, the expected credit loss ratio for Stage 1 and Stage 3 loans relative to gross carrying value decreased
from 3.2% and 86.3% in 2023 to 2.6% and 86.0% in 2024, respectively.
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Property and equipment
Property and equipment decreased from €14,568 thousand in 2023 to, to €11,740 thousand in 2024, mainly
due to annual depreciation on right-of-use assets for €2,828 thousand.
Intangible Assets
Intangible assets slightly decreased from €36,552 thousand in 2023 to €34,117 thousand in 2024. Intangible
assets mostly comprise net capitalized R&D expense, slightly decreasing from €34,241 thousand in 2023 to
€31,790 thousand in 2024. The investment in R&D spending reflects Younited’s effort to develop its platform
solutions, underscoring its commitment to innovation and expansion. Intangible assets also comprise net
license and software rights, which have increased, from €2,174 thousand in 2023 to €2,289 thousand in 2024,
in line with the number of employees within Younited, contributing to investments in software and related
licensing costs to support operational needs.
Other Assets
Other assets primarily comprise (i) insurance distribution contracts assets, (ii) tax receivables mainly
comprising the receivable relating to the French “Crédit Impôt Recherche” (CIR) and “Crédit d’Impôt pour la
Compétitivité de l’Emploi” (CICE), (iii) accrued revenue and (iv) receivable from an insurance company in
connection with profit sharing agreement.
Other assets slightly decreased from €85,537 thousand in 2023 to €81,170 thousand in 2024. This variation is
mostly driven by (i) the decrease in contract assets from €48,563 thousand in 2023 to €41,270 thousand in
2024 relating to the decrease in GMV between 2023 and 2024, (ii) the increase in profit sharing receivable
from insurance company from €8,560 thousand in 2023 to €9,118 thousand in 2024 and (iii) the decrease in
trade receivables and accrued expenses, from €6,830 thousand as of December 31, 2023 to €6,575 thousand
in 2024, offset by (iv) the increase in accrued revenue from €3,609 thousand in 2023 to €3,856 thousand in
2024 and (v) the rise of tax receivables from €9,489 thousand in 2023 to €12,489 thousand related to
increasing CIR credits, reflecting Younited’s intensified R&D activities.
3.6.2 Equity and liabilities
The Group’s liabilities and capital as of the specified dates are set out below:
As of December 31,
2024
2023
(in € thousands)
Liabilities
Financial liabilities at FVTPL
Loans and deposits from financial institutions
Deposits from deposit holders
Other liabilities
12,181
-
60,611
832,722
79,846
615
60,033
1,126,252
68,840
Provisions
466
TOTAL LIABILITIES
Equity
985,975
1,255,591
Share capital
691
340,376
-
273
181,260
289
Share premium
Other equity instruments
Reserves and retained earnings
Loss for the period
(27,483)
(83,439)
(10,080)
(49,679)
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Unrealised or deferred gains and losses
8,329
238,474
-
21,320
143,383
-
TOTAL EQUITY ATTRIBUTABLE TO COMPANY OWNERS
Non-controlling interests
TOTAL LIABILITIES AND EQUITY
1,224,448
1,398,973
Financial liabilities at FVTPL
As of December 31, 2024, financial liabilities at fair value through profit or loss amounted to €12,181 thousand,
compared to none in 2023. This balance reflects the recognition of warrant liabilities following the business
combination with IRIS Financial (now Younited Financial).
Loans and deposits from financial institutions
Loans from financial institutions consist of a collateralized credit line with Natixis. As of December 31, 2024,
The Group had drawn €60,611 thousand, compared to €60,033 thousand on December 31, 2023. This credit
line supports The Group’s strategic approach to maintaining liquidity and meeting its operational needs while
diversifying funding sources to reduce liquidity risks.
Deposits from deposit holders
Deposits from deposit holders decreased in 2024 to €832,722 thousand from €1,126,252 thousand in 2023,
following the decrease in the Group’s GMV production from €881.9 million in 2023 to €748.9 million in 2024.
The Group believes deposits from deposit holders tend to provide a stable and low-cost source of deposits
since deposits are, for the vast majority, non-breakable and raised by retail customers.
Other Liabilities
Other liabilities primarily include (i) transaction costs, (ii) lease liabilities, (iii) trade payables and accrued
expenses, (iv) accrued personnel expenses and related liabilities, (v) cash from investors’ orders passing
through to the SPV, and (vi) servicing and sub-servicing accounts related to Younited’s servicing role in the
SPV.
Other liabilities increased by €10,012 thousand, or 14.5%, from €68,840 thousand in 2023 to €79,846 thousand
in 2024. This increase was primarily driven by the following factors: (i) transaction costs incurred in the context
of the Business Combination with Iris Financial to be settled within the next three months, amounting to
€18,087 thousand in 2024, compared to none in 2023, (ii) trade payables, which rose by €3,662 thousand or
31.8%, from €11,501 thousand in 2023 to €15,163 thousand in 2024, and (iii) lease liabilities, which decreased
by €3,128 thousand or 19.4%, from €16,133 thousand in 2023 to €13,005 thousand in 2024. This increase
was partially offset by a significant decrease in the liability due to SPV, which declined by €8,030 thousand or
64.6%, from €12,427 thousand in 2023 to €4,397 thousand in 2024. This reflects the net variation of purchase
and sale orders awaiting execution in Younited’s SPV.
3.7
Outlook for the year ended December 31, 2025
The Group’s ambition is to achieve a positive Adjusted Net income in the fourth quarter of the year ending 31
December 2025, compared to a negative Adjusted Net Income of 49 million for the year ending December
31, 2024.
SECTION 4 Principal Risks
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4.1
Risks related to the Group’s Business Model
Macroeconomic, Political and Financial Environment
The Company’s business operations may be adversely impacted by political events, terrorism, military
conflict or acts of war, cyber-attacks, public health issues, natural disasters, severe weather, climate
change, infrastructure failure or outage, labour disputes and other business interruptions.
Younited’s business operations are subject to interruption by, among other things, political events, terrorism,
military conflict or acts of war (including the conflicts in Ukraine and the Middle East), cyber-attacks, public
health issues (such as the COVID-19 pandemic), natural disasters, severe weather, infrastructure failure or
outages (including power outages), labour disputes and other events which could: (i) decrease demand for
Younited’s products and services, (ii) adversely affect the macroeconomy and/or customers or (iii) make it
difficult or impossible for Younited to deliver a satisfactory experience to Younited’s customers.
Any such events could also affect Younited by impacting the stability of Younited’s deposit base, impairing the
ability of Younited’s borrowers to repay their outstanding loans, causing significant property damage and/or
resulting in loss of revenue and/or cause Younited to incur additional expenses.
Any economic downturn or other changes in macroeconomic conditions affecting Younited’s industry could
result in a decline in the Younited’s revenue, which could in turn have a material adverse effect on the
Younited’s business, results of operations, financial condition or prospects.
Younited’s revenue is impacted by the general economy, the creditworthiness of the European Union
consumers and the financial performance of its partners.
Younited’s business, the consumer financial services industry and Younited’s partners’ businesses are
sensitive to macroeconomic conditions. Economic factors such as interest rates, changes in monetary and
related policies, market volatility, inflationary conditions, consumer confidence and unemployment rates are
among the most significant factors that impact consumer spending behaviour.
As Younited’s operations are geographically limited, Younited is primarily dependent upon consumers and
economic conditions in Europe, in particular France and Italy. As a result of this geographical concentration,
Younited is more vulnerable to downturns or other conditions that affect the economy of the countries in which
Younited operates. Any downturn or other adverse conditions in the domestic markets of these countries could
harm Younited’s business and financial results. If Younited further expands internationally in the future,
Younited would be vulnerable to economic downturns or other conditions that affect the domestic markets in
the countries where Younited would expand. However, until Younited’s international operations grow
significantly, Younited will continue to be primarily dependent on European consumers and European economic
conditions.
The generation of new loans facilitated through Younited’s platform, and the transaction fees and other fee
income associated with such loans, depends upon sales of products and services by Younited’s partners.
Younited’s partners’ sales may decrease or fail to increase as a result of factors outside of their control, such
as the macroeconomic conditions, or business conditions affecting a particular merchant, industry vertical or
region.
In addition, if a partner, in particular financial institutions, ceases whole or part of its operations, or becomes
subject to a voluntary or involuntary bankruptcy proceeding (or if there is a perception that it may become
subject to a bankruptcy proceeding), consumers may have less incentive to pay their outstanding balances on
loans facilitated through Younited’s platform, which could result in higher charge-off rates than anticipated.
Moreover, if the financial condition of a partner deteriorates significantly or a partner becomes subject to a
bankruptcy proceeding, Younited may not be able to recover amounts due to Younited from the partner.
Persistent inflation or an upturn in inflation and, as a result, persistently high interest rates could
negatively affect Younited’s business activities, operations and financial performance.
Economic factors, such as the current inflationary environment and possibility of a recession, slow economic
growth or a significant deterioration in economic conditions, changes in household debt levels and increased
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unemployment or stagnant or declining wages can affect the loan markets by impacting the number of loan
applications and loan approval rates, which can adversely affect Younited’s business.
The effects of monetary policy and rising interest rates could continue to impact customer activity and asset
quality even more severely. Moreover, inflation could fall less quickly than expected, or even rise again,
depending on various factors, such as the macroeconomic conditions, political and geopolitical developments,
weather conditions and climatic events.
In addition, the rapid rise in interest rates or persistently high-interest rate levels could cause difficulties for
some major economic players, particularly those with the most debt. If interest rates rise, potential borrowers
could seek to defer taking new loans as they wait for interest rates to decrease and/or settle. Difficulties in
repaying their debts and defaults on their part could cause a significant shock to the markets and have systemic
impacts. In a more-difficult-to-read context weakened by major shocks, events such as those linked to the
difficulties of significant players are potentially damaging to Younited’s financial health, depending on
Younited’s exposure and the systemic repercussions of the shock.
Seasonality of Business
The Group experienced seasonal fluctuations in its business because of consumer spending patterns. As The
Group grows its exposure to merchant partners, it is likely to experience seasonal fluctuations in its business
because of consumer spending patterns. The Group expects these seasonal patterns to continue in future
periods.
Competition Risk
Younited operates in a competitive industry, facing rivals from credit institutions and fintech firms.
Larger competitors benefit from broader reach, brand recognition, and lower funding costs whereas
emerging players with disruptive technologies may further intensify competition.
Younited operates in a highly competitive and dynamic industry and faces competition from a variety of players,
including those offering consumer loans, payment solutions or digital banking services.. Based on market
origination volumes of unsecured cash loans and point-of-sale loans in France, Italy and Spain. Some of
Younited’s competitors, , are substantially larger than Younited and have longer operating histories, which
gives those competitors advantages, such as a more diversified product range, a broader consumer and
merchant base, greater brand recognition and brand loyalty, the ability to reach more consumers, the ability to
cross-sell their products, operational efficiencies, broad-based local distribution capabilities and lower cost of
funding.
In addition, new competitors such as more specialised companies, companies using new disruptive
technologies, new actors arising from the concentration of existing ones or competitors having substantial
financial, R&D and marketing resources, may enter the market and may be able to innovate and bring products
and services to market faster or anticipate and meet consumer or financial services partner demand before
Younited does. Younited may be forced to expend significant resources to remain competitive with current and
potential competitors and to keep a technological edge in open banking, for instance.
If any of Younited’s competitors are more successful at attracting and engaging users or merchant partners or
financial services partners, the demand for Younited’s platform and products could stagnate or substantially
decline, which would materially and adversely affect Younited’s business, results of operations and prospects.
Younited relies on internet search engines for traffic and user referrals, making it vulnerable to
algorithm or policy changes that could lower its search ranking and reduce engagement. The rise of
AI-assisted technologies may further impact search relevance, potentially harming Younited’s
business and financial performance.
Younited is dependent on internet search engines to direct traffic to Younited’s website and refer new users to
Younited’s platform. Younited’s reliance on internet search engines poses risks. Search engines, like Google,
may modify algorithms or policies without prior notice, potentially resulting in significant declines in its organic
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search ranking and decreased platform traffic. If search engines’ algorithms, methodologies and/or policies
are modified or enforced in ways Younited does not anticipate, or if Younited’s search results page rankings
decline for other reasons, traffic to Younited’s platform or user growth or engagement could decline, any of
which would harm Younited’s business, financial condition and results of operations.
The introduction of AI-assisted technologies could further impact search engine relevance, causing declines
in Younited’s ranking and decreased platform traffic, affecting Younited’s financial results.
4.2
Financial Risks
Credit Risk
Credit risk is defined as the possibility of losses due to default by the borrowers and/or reduction in the value
of the portfolio due to deterioration of credit quality of borrowers or counterparties. The Group has set up a
defined credit risk management limit framework to ensure proper control over credit portfolios. This framework
is approved by The Group’s Board of Directors after considering various risk assessment and prevailing market
conditions.
Holding loans on the Company’s balance sheet exposes the Company to credit and liquidity risks,
which may adversely affect the Company’s financial performance
Younited historically implemented an “originate-to-distribute” model to ensure strong growth and reach a critical
size. Progressively, Younited has kept on its balance sheet a growing part of the loans it originates, allowing
Younited to capture the value of the platform. Thus, some of the loans Younited issues are on its balance
sheet. Younited earns interest on the loans but is exposed to the credit risk of the borrowers. In the event of a
decline or volatility in the credit profile and/or delinquency rates of these borrowers, the value of these held
loans may decline. For example, increasing inflation and interest rates may cause borrowers to allocate more
of their income to necessities such as housing and food, or increasing unemployment rates may reduce
borrowers’ revenues, thereby potentially increasing their risk of default by reducing their ability to make loan
payments. Following the start of the Ukrainian war in 2022, increase in inflation led to an increase in risk levels
and interest rate surge led to a decrease in fixed-rate loan portfolios.
Volatility or decline in the value of the loans held on balance sheet may produce losses if the Group is unable
to realise their fair value or manage declines in their value, each of which may adversely affect the Group’s
financial performance. Further, increases in delinquency rates may require the Group to take additional
allowances for losses, which may adversely affect the Company’s financial performance and its ability to
allocate sufficient financial resources for other purposes, such as advancing the Group’s products and
services, which could impact the Group’s results of operations.
Market Risk
Market risk refers to the risk resulting from movements in market prices, and in particular, changes in interest
rates, foreign exchange rates and equity and commodity prices. Thus, market risk is the risk to the earnings
and capital due to changes in the market level of interest rates or prices of securities, equities, as well as the
volatility of those changes.
Shifting from an “originate to distribute” to a “held to collect” model may adversely affect the Group’s
financial performance
As stated above, Younited historically operated predominantly an “originate-to-distribute” model. Under this
model, the change in fair value of the loans kept on Younited’s balance sheet arising from the volatility of rates
and macroeconomic conditions has not been reflected in the Company’s result of operations. If Younited’s
business model was to fully shift to a “held to collect” model, past changes in fair value would be crystallized
in the Group’s result of operation and may affect the Group’s financial performance in a positive or negative
way depending on the macroeconomic conditions at the date of the shift.
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Younited has less experience operating in some of the newer market verticals and products into which
it has expanded.
Younited has expanded into new verticals and products over the last several years, such as budget
management tools or affinity insurance. Younited has less experience with these newer verticals and products
than it does with the other more established verticals and products on Younited’s platform. Accordingly, newer
verticals may be subject to greater risks than the more established verticals on the Younited’s platform.
The success of the Company’s entry into new verticals and products will depend on several factors, including
the offerings by current and future competitors, the Company’s ability to innovate and disrupt markets by
offering or creating new and compelling products for consumers, and Younited’s ability to implement product
features expected by consumers and partners in a cost-effective manner. Additionally, the Group’s ability to
implement efficient risk management in new verticals, attract and retain management and other skilled
personnel, collect amounts owed from its partners, and develop successful and cost-effective marketing
campaigns will be crucial. The Group’s results of operations may suffer if it fails to successfully anticipate and
manage these issues associated with expansion into new verticals and products.
Interest Rate Risk in the Banking Book
Interest rate risk arises when there is a mismatch between positions that are subject to interest rate
adjustments within a specified period. The most important source of interest rate risk is lending, funding and
investment activities, where fluctuations in interest rates are reflected in interest margins and earnings. Internal
factors include the composition of assets and liabilities, borrowings, loans and investments, quality, maturity
and interest rates. External factors include the general economic and monetary conditions. While the
immediate impact of this risk is on Net Interest Income and the value of fixed income investments, in the long
term, variations in interest rates impact The Group’s net worth, since it has an impact on the economic value
of its assets, liabilities and off-balance sheet positions. Various tools are used by Younited to manage interest
rate risk and ensures it remains within both (i) regulatory limits and (ii) the risk appetite of the bank, such tools
include (x) traditional gap analysis per maturity buckets to check the impact of change in the interest rate on
Net Interest Income; and (y) duration gap analysis to assess the impact of interest rate movement on the equity
value of the bank.
Liquidity Risk
Liquidity refers to Younited’s ability to fund a decrease in liabilities or increase in assets and meet both cash
and collateral obligations at a reasonable cost without adversely affecting its financial status. Liquidity risk
arises when it is unable to meet such obligations. Liquidity risk is dependent on specific factors, such as
maturity profile, composition of sources and uses of funding, the quality and size of the liquid asset buffer, and
broader market factors such as wholesale market conditions alongside depositor and investor behavior. This
type of risk may result in Younited’s failure to meet regulatory liquidity requirements, support normal banking
activity or, at worst, cease to be an ongoing concern.
If customers cease to deposit or reduce the amount of their savings in the Company’s term deposits,
the Company’s business, financial condition and results of operations may be harmed.
Retail term deposits are a principal source of funding for Younited’s balance sheet and are expected to
continue to grow in the future. The ongoing availability of retail deposits is dependent on a variety of factors
that are outside of the Group’s control, such as general macroeconomic conditions, particularly interest rate
levels; market volatility; the confidence of depositors in the economy, the financial services industry in general
and competition for retail deposits, which, in turn, depends on the interest rates offered. Any deterioration in
these or other factors could lead to a reduction in the Group’s ability to access retail deposit funding on
acceptable terms, or at all, in the future. A serious loss of confidence by deposit customers could result in
increased difficulty in raising new deposits.
Any material reduction in term deposits by customers, , may have a material adverse impact on the Group’s
business, financial condition and results of operations.
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An inability to maintain adequate liquidity could jeopardise the Group’s business and financial
condition.
Liquidity is essential to Younited’s business. Although Younited believes that it currently has an adequate
amount of liquidity to support its business, there are a number of factors that could reduce and/or deplete the
Younited’s existing liquidity position, including results of operations that are reduced compared to the Group’s
projections, costs related to existing or future litigation or regulatory matters, the pursuit of strategic business
opportunities (whether through acquisition or organic) and unanticipated liabilities. Additionally, Younited is
subject to stringent capital and liquidity regulations and requirements and needs to manage its liquidity position
within the parameters and terms set forth by applicable regulations and regulators. For example, the liquidity
coverage ratio is set at a minimum level of 100%, which means that the credit institution must hold sufficient
liquid assets to meet its net cash outflows for a stress period of thirty (30) days, without recourse to central
bank liquidity or public funds. Younited is subject to various legal, regulatory and other restrictions on its ability
to make distributions and payments. Any inability to maintain an adequate liquidity position could adversely
affect the Company’s operations, its compliance with applicable regulations and the performance of its
business.
Further, the Group’s ability to raise additional capital, should that be deemed beneficial and/or necessary,
depends on conditions in the capital markets, economic conditions and several other factors, including investor
perceptions regarding the financial services and banking industry, market conditions, governmental activities,
and the Group’s financial condition and performance. Accordingly, the Group may be unable to raise additional
capital if needed or on acceptable terms, which may adversely affect the Company’s liquidity, business,
financial condition and results of operations.
4.3
Capital Management and Adequacy
The commercial success of Younited’s platform and services depends on the prominent marketing,
presentation, integration and support of Younited’s platform by its partners.
For point-of-sale loans, Younited relies on its merchant partners to present Younited’s platform and services
as financing solutions and to integrate Younited’s platform into their websites or in their physical points of sale,
such as by prominently featuring Younited’s platform, and particularly Younited’s instant credit solution, on their
websites or in their points of sale. Younited may not have any recourse against its merchants if they do not
prominently present its financing solutions or if they more prominently present solutions offered by its
competitors.
The failure by Younited’s partners to effectively present, integrate and support Younited’s platform would have
a material and adverse effect on the Younited’s business, results of operations, financial condition and
prospects.
Furthermore, although Younited’s merchant partners are obligated to fulfil their contractual commitments to
consumers and to comply with applicable law, including in marketing Younited’s products, from time to time,
they might not, or a consumer might allege that they did not. This, in turn, can result in claims or defences
against Younited that may incur remediation costs. Historically, Younited has not incurred any such claims, but
cannot give any assurance that it will not be the case in the future.
Risks related to Younited’s reliance on third-party service providers to perform certain key functions.
Younited relies on third-party service providers to provide critical services to deliver Younited’s products and
operate Younited’s business. These providers may support or operate critical business systems for Younited
or store or process the same sensitive, proprietary and confidential information handled by Younited. There
are various providers such as Cloud technology providers. Younited primarily serves its customers from third-
party data centre hosting facilities provided by a third-party service provider. Any disruption of or interference
with the Younited’s use of such services would impair the ability to deliver its products and services to its
customers, resulting in customer dissatisfaction, damage to Younited’s reputation, loss of customers and harm
to the Younited’s business. The decision from third-party service providers to close the facilities without
adequate notice or terminate Younited’s hosting arrangement or other unanticipated problems could result in
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lengthy interruptions in the delivery of Younited’s solutions, cause system interruptions, reputational harm and
loss of critical data, prevent Younited from supporting its solutions or cause Younited to incur additional
expense in arranging for new facilities and support. There are also Credit bureau, such as Banque de France
FCC (fichier central des chèques)/FICP (fichier national des incidents de remboursement des crédits aux
particuliers) in France, Central de Responsabilidades de Credito (“CRC”) in Portugal, Center for Research in
International Finance (“CRIF”) in Italy and Equifax in Spain. Any unavailability or failure to connect to credit
bureaus’ databases in real-time during the credit application process may result in the temporary inability to
deliver Younited’s products and services. Third-party technological solutions used during the application
process, such as solutions for electronic signature of credit contracts or open-banking solutions. Any disruption
of such services may result in the temporary inability to deliver Younited’s products and services. Finally
External call centres handling customer requests. Younited relies on call centres to answer to part of customer
requests. Any capacity shortage or any failure in partners’ IT systems may result in service disruption or longer
customer request treatment processing times for Younited’s customers.
While Younited maintains oversight of the Younited third-party service providers, such third parties are
ultimately responsible for maintaining their own network security, disaster recovery and system management
procedures, and such third parties do not guarantee that Younited’s customers’ access to Younited’s solutions
will be uninterrupted, error-free or secure. These third-party service providers may be susceptible to
operational, technological and security vulnerabilities, including security breaches or other security incidents
(which may be caused by a variety of factors, including infrastructure changes, human or software errors,
viruses, security attacks, fraud, spikes in customer usage and denial of service issues) that compromise the
confidentiality, integrity or availability of the systems they operate for Younited or the information they process
on Younited’s behalf. In some instances, Younited may not be able to identify the cause or causes of these
performance problems within an acceptable period. Any significant disruption to the infrastructure of such third-
party service providers and/or any changes in the third-party service providers’ service levels or any failure or
security breaches by or of third-party service providers or their subcontractors that result in an interruption in
service, unauthorised access, misuse, loss or destruction of data or other similar occurrences may significantly
impact Younited’s business operations, including making Younited’s platform unavailable to the users.
Frequent or persistent interruptions in services could cause customers to believe that Younited’s products and
services are unreliable, leading them to switch to Younited’s competitors or to avoid Younited’s products and
services, and would likely permanently harm Younited’s reputation and business.
In addition, service providers may rely on subcontractors that face similar risks. The ability to monitor third-
party service providers and their subcontractors’ security is limited and yet such occurrences could adversely
affect Younited’s business to the same degree as if it had experienced these occurrences directly.
Any of the foregoing could have a material adverse effect on Younited’s business, financial condition and
results of operations.
Risks related to Younited’s reliance on Younited’s financial institutions partners.
As Younited offers to its financial institutions partners its instant credit platform, which can be made available
on a white label or co-branding basis, Younited’s commercial success depends in part on the financial and
commercial strength and underwriting standards of these financial institutions’ partners. If Younited’s financial
services partners experience financial difficulties, they may cease participation on Younited’s platform or
tighten underwriting standards, which would result in fewer opportunities to earn fees from these financial
institutions. Financial institutions partners could also change their online marketing strategies or implement
cost-reduction initiatives that decrease consumer activity through Younited’s platform. The occurrence of one
or more of these events, alone or in combination, with a significant number of financial services partners could
harm Younited’s business, financial condition and results of operations.
In addition, Younited’s deposit base is primarily intermediated and originated through the German deposit
marketplace Raisin GMBH (“Raisin”). Any difficulty in or interruption of Younited’s relationship with Raisin could
likely prejudice the origination of Younited’s term deposit, negatively impacting Younited’s liquidity position.
This could also impact Younited’s ability to maintain its liquidity ratios and harm Younited’s business, financial
condition and results of operations. Younited is in the process of contracting with Check24 Vergleichsportal
GmbH to raise term-deposits through its platform, in addition to Raisin, to diversify its term-deposits sources.
Risks related to Younited’s reliance on key management.
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Younited operates in an environment at the intersection of rapidly changing technological, social, economic
and regulatory developments that require a wide-ranging set of expertise and intellectual capital. Younited’s
commercial success is significantly dependent upon the continued service of its executives and other key
employees, and in particular co-founders Geoffroy Guigou, Chief Operating Officer, and Charles Egly, Chief
Executive Officer. The departure of a member of management or a key employee may not be replaced by an
appropriate or qualified person, which could result in additional expenditure to recruit and train a replacement
and could harm Younited’s business and growth.
To maintain and develop Younited’s activities, Younited will continue to identify, attract, hire, develop, motivate
and retain highly skilled employees, which requires significant time, expense and effort. Competition for highly
skilled personnel in the consumer financial services industry is intense. Younited may need to invest significant
amounts of cash and equity to attract and retain new employees and may never realise returns on these
investments. If the management team, including any new hires, fails to work together effectively and to execute
Younited’s plans and strategies on a timely basis, Younited’s business would be harmed. Any of these risks
could have a material adverse effect on Younited’s business, results of operations, financial condition or
prospects.
Younited has a history of operating losses and may not achieve sustained profitability.
Younited incurred net losses of in 2024 and in 2023 respectively. Despite the scalability of Younited’s
technology platform, Younited’s operating expenses may increase in the future as Younited seeks to continue
to grow its business, attract consumers, merchants, funding sources such as deposits, and further enhance
and develop Younited’s products and platform and Younited may not succeed in increasing its revenue
sufficiently to offset these higher expenses.
4.4
Operational and Compliance Risks
Operational Risks
Operational risk is defined as the risk of loss resulting from inadequate or failed internal processes, people and
systems or from external events. This definition includes legal risk but excludes strategic risk and reputational
risk. While operational risk management is the responsibility of various functions and business units handling
operational activities, it is overseen at the director level by the Group Risk Committee.
If the credit decisioning, pricing, loss forecasting and scoring models Younited uses contain errors,
do not adequately assess risk or are otherwise ineffective, Younited’s reputation and relationships
with customers could be harmed, Younited’s market share could decline, and the value of loans held
on Younited’s balance sheet may be adversely affected.
Younited’s ability to attract customers to, and build trust in, Younited’s platform is significantly dependent on
Younited’s ability to effectively evaluate a borrower’s credit profile and likelihood of default. To conduct this
evaluation, Younited utilises credit decisioning, pricing, loss forecasting and scoring models that assign each
loan offered through Younited’s platform a grade and a corresponding interest rate. Younited’s models are
based on algorithms that evaluate several factors, including behavioural data, transactional data, bank data
and employment information, which may not effectively predict future loan losses. If Younited is unable to
effectively segment borrowers into relative risk profiles, Younited may be unable to offer attractive interest
rates for borrowers and deliver adequate returns on Younited’s loan portfolios.
Additionally, if these models fail to adequately assess the creditworthiness of Younited’s borrowers, Younited
may experience higher than forecasted losses. Furthermore, as stated above, Younited holds loans on its
balance sheet. Younited periodically assesses the value of these loans, and in doing so, Younited reviews and
incorporates several factors including forecasted losses. Accordingly, if Younited fails to adequately assess the
creditworthiness of borrowers such that Younited experiences higher than forecasted losses, the value of the
loans held on Younited’s balance sheet may be adversely affected.
Younited continually refines these algorithms based on new data and changing macroeconomic conditions.
However, there is no guarantee that the credit decisioning, pricing, loss forecasting and scoring models that
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Younited uses have accurately assessed the creditworthiness of Younited’s borrowers or will be effective in
assessing creditworthiness in the future.
Similarly, if any of these models contain programming or other errors (whether human or otherwise), are
ineffective or the data provided by borrowers or third parties is incorrect or stale, Younited’s loan pricing and
approval process could be negatively affected, resulting in mispriced or misclassified loans or incorrect
approvals or denials of loans.
Further, the use of these models, algorithms and artificial intelligence for determining loan grades and
corresponding interest rates may also heighten the risk of legal or regulatory scrutiny. Younited may be required
to alter its models for compliance purposes, which could impact the interest rates offered to borrowers, the
risk-adjusted returns offered to investors, result in higher losses or otherwise impact Younited’s results of
operations.
Additionally, Younited analyses first-party data from users, third-party data from financial account aggregators
and credit reports to understand its users’ unique financial situations. If Younited is unable to efficiently handle
the data provided to Younited, the value that Younited provides to consumer partners may be limited, which
would harm Younited’s business, financial condition and results of operations.
If collection efforts on loans are ineffective or unsuccessful Younited’s profit in those loans would be
adversely affected.
Many of Younited’s loan products, including all Younited’s personal loans, are unsecured obligations of
borrowers, and they are not secured by any collateral. None of the loans facilitated on Younited’s platform are
guaranteed or insured by any third party or backed by any governmental authority in any way. Younited is the
loan servicer for all loans sold as whole loans. The ability to collect on the loans is dependent on the borrower’s
continuing financial stability and willingness to make loan payments, and consequently, collections can be
adversely affected by several factors, including job loss, divorce, death, illness, bankruptcy or the economic
and/or social factors. Collection efficiency may consequently differ from Younited’s targets, impacting on the
valuation of loans. It is possible that a higher percentage of consumers will seek protection under bankruptcy
or debtor relief laws because of an inflationary environment, the possibility of a recession and market volatility.
Depending on their lateness status certain delinquent loans may be referred to a collection agent that will
service the loans using its own servicing platform. Further, if collection action must be taken in respect of a
loan, the collection agent will charge Younited additional collection or recovery fees, which will reduce the net
amounts of collections that Younited receives.
If Younited, or third parties on Younited’s behalf, cannot adequately perform collection services on the loans,
Younited will not be entitled to any remittances under the terms of the investment. Similarly, Younited’s profit
may be impacted by declines in market rates for sales of charged-off loans to third-party purchasers.
Further, Younited uses internet-based processes to obtain application information and distribute certain legally
required notices to applicants and borrowers of Younited’s loans and to obtain electronically signed loan
documents. These processes may result in greater risks than paper-based loan originations, including risks
regarding the sufficiency of notice for consumer protection laws, risks that borrowers may challenge the
authenticity of loan documents or the validity of the borrower’s electronic signature on loan documents and
risks that unauthorised changes are made to electronic loan documents. Any of these factors could cause
Younited’s loans or certain terms of Younited’s loans to be unenforceable against a borrower or impair
Younited’s ability to service the loans, which could adversely affect the value of Younited’s loans and Younited’s
business, financial condition and results of operations.
Younited’s actual credit losses could exceed its provisions for credit losses and write-downs.
Younited uses various estimates when determining its provision for credit losses and write-downs. As per IFRS
9 standards, loans are segmented as follows:
Stage 1 loans: performing loans.
Stage 2: loans with significant increase in credit risk since initial recognition.
Stage 3: non-performing loans.
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Stage 1 loans impairments correspond to the first 12-month expected credit loss of loans. Stage 2 and stage
3 loans impairments are expected to equal loans’ lifetime expected credit losses.
Younited’s estimates of a loan’s first 12-month and lifetime expected credit losses are based on analysis and
modelling of Younited’s historical credit performance data; however, Younited’s analysis and model may not
accurately predict the actual defaulted amounts and recoverable amounts of Younited’s past due loans. If
Younited does not accurately estimate them, Younited’s credit losses could be increased.
Since the provision necessary to cover credit losses can only be estimated, there is a risk that actual credit
losses will be materially greater than the provision accounted for to cover such losses.
Credit and other information that Younited receives from borrowers or third parties about a borrower
may be inaccurate or may not accurately reflect the borrower’s creditworthiness, which may cause
Younited to inaccurately price loans made through Younited’s platform.
Younited’s ability to review and select qualified borrowers depends to a certain extent on obtaining borrower
credit information from consumer reporting agencies, such as CRIF, Experian, CTC, Equifax, CRC and other
third parties. Younited assigns loan grades to loan requests based on Younited’s credit decisioning and scoring
models that consider reported credit score, other information reported by the consumer reporting agencies, in
addition to a variety of other factors. A credit score or loan grade assigned to a borrower may not reflect the
borrower’s actual creditworthiness because the credit score or loan grade may be based on outdated,
incomplete or inaccurate data and Younited does not verify the information obtained from a borrower’s credit
report.
Additionally, there is a risk that, after the date of the credit report or other third-party data that Younited
obtains and reviews, a borrower may have become delinquent in the payment of an outstanding
obligation, taken on additional debt, sustained other adverse financial events, or supplied a variety of
information, some of which may be inaccurate or incomplete.
The factors above may result in loans being issued to otherwise non-qualified borrowers and/or impact
Younited’s ability to effectively segment borrowers into relative risk profiles, each of which may impair
Younited’s ability to deliver adequate returns on its loan portfolios.
Failure to maintain, protect and promote Younited’s brand may harm Younited’s business.
To attract consumers to Younited’s platform and generate repeat visits, Younited must market its platform and
maintain consumer trust. Maintaining, protecting and promoting Younited’s brand is critical to achieving
widespread acceptance of Younited’s products and services and expanding Younited’s base of customers.
Maintaining, protecting and promoting Younited’s brand depends on many factors, including Younited’s ability
to continue to provide useful, reliable, secure and innovative products and services, as well as Younited’s
ability to maintain trust.
Younited believes that continuing to build and maintain the recognition of Younited’s brand is important to
achieving increased demand for the products Younited provides. Accordingly, Younited has spent, and expects
to continue to spend, significant amounts on, and devote significant resources to, branding, advertising and
other marketing initiatives, which may not be successful or cost-effective. Younited’s brand promotion activities
may not generate consumer awareness or yield increased revenue, and even if they do, any increased revenue
may not offset the expenses Younited incurs in building Younited’s brand.
Younited’s brand can be harmed in many ways, including failure by Younited or its partners or merchants with
whom Younited works to satisfy expectations of service and quality, inadequate protection of sensitive
information, failure to maintain or provide adequate or accurate documentation and/or disclosures, compliance
failures, failure to comply with contractual obligations, regulatory requests, inquiries or proceedings, litigation
and other claims, employee misconduct and misconduct by Younited’s partners.
The strength of Younited’s brand may also be harmed by adverse publicity from many sources. Adverse
publicity and the potential corresponding impact on Younited’s reputation may be accelerated and amplified by
the widespread use of social media platforms. Furthermore, adverse publicity, from legal proceedings against
Younited or its business, including governmental proceedings and consumer class action or other litigation, or
the disclosure of information from security breaches or other incidents, could negatively impact Younited’s
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reputation and its brand, which could materially and adversely affect Younited’s business and financial
condition and results of operations.
Furthermore, Younited’s ability to maintain, protect and promote Younited’s brand is partially dependent on
visibility and customer reviews on third-party platforms. Changes in the way these platforms operate could
make the maintenance, protection and promotion of Younited’s products and services and Younited’s brand
more expensive or more difficult.
Many of Younited’s stakeholders are becoming increasingly interested in Younited’s environmental, social,
governance and other sustainability responsibilities, strategy and related disclosures. In 2023, Younited
applied for B Corp certification, an international certification that assesses the social and environmental impact
of companies, which enabled Younited to benchmark Younited against the best CSR practices on the market.
Younited also completed its first Bilan Carbone, covering scopes 1, 2 and 3 and is taking part in the Convention
des Entreprises pour le Climat. Younited’s absolute and relative progress and disclosures, or lack thereof, on
environmental, social, governance and other sustainability matters could impact Younited’s reputation, brand
and the willingness of certain platform and equity investors to hold Younited’s loans or common stock,
respectively. If Younited does not successfully maintain, protect and promote Younited’s brand, Younited may
be unable to maintain and/or expand its base of customers and investors, which may materially harm
Younited’s loan origination.
Any significant disruption in Younited’s technology systems, including events beyond Younited’s
control, or failure in Younited’s technology initiatives could have a material adverse effect on
Younited’s operations.
Younited believes its technology platform enables it to deliver solutions to customers and investors and
provides a significant time and cost advantage over Younited’s competition. The satisfactory performance,
reliability and availability of Younited’s technology and Younited’s underlying network infrastructure are critical
to Younited’s operations, customer service and reputation. Continued access to Younited’s products and
platform capabilities depends on the efficient and uninterrupted operation of numerous systems, including
Younited’s computer systems, software, data centres and telecommunications networks, as well as the
systems of third parties, such as national financial system network infrastructure providers, back office and
business process support, information technology production and support, internet and telephone connections,
network access, data centre infrastructure services and cloud storage and computing. However, these systems
and technologies are vulnerable to disruptions, failures or slowdowns. Younited has experienced, and may in
the future experience, disruptions, outages and other performance problems due to a variety of factors,
including infrastructure changes, introductions of new functionality, human or software errors, capacity
constraints due to an overwhelming number of customers accessing Younited’s products and platform
capabilities simultaneously, denial of service attacks or other security-related incidents, natural disasters,
power outages, terrorist attacks, hostilities and other events beyond Younited’s control. Younited’s failure to
maintain satisfactory performance, reliability and availability of Younited’s technology and underlying network
infrastructure may impair Younited’s ability to attract new and retain existing customers or investors, which
could have a material adverse effect on Younited’s operations.
Additionally, in the event of damage or interruption, Younited’s insurance policies may not adequately
compensate Younited for any losses that Younited may incur. Younited’s disaster recovery plan has not been
tested under actual disaster conditions, and Younited may not have sufficient capacity to recover all data and
services in the event of an outage. These factors could prevent Younited from processing or posting payments
on loans, processing loan purchases or investments, damage Younited’s brand and reputation, divert
Younited’s employees’ attention, reduce its revenue, subject Younited to liability and cause customers to
abandon Younited’s platform, any of which could adversely affect Younited’s business, financial condition and
results of operations.
As Younited’s business grows, it may become increasingly difficult to maintain and improve the performance
of Younited’s information technology systems. To the extent that Younited does not effectively address capacity
constraints, upgrade Younited’s systems as needed and continually develop Younited’s technology and
network architecture to accommodate actual and anticipated changes in technology, Younited may experience
a loss of customers, lost or delayed market acceptance of Younited’s platform and products, delays in payment
to Younited by customers, injury to Younited’s reputation and brand and Younited’s business, financial condition
and results of operations may be adversely affected.
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Younited’s ability to remain competitive and achieve further growth will depend in part on Younited’s ability to
upgrade Younited’s information technology systems and increase Younited’s capacity on a timely and cost-
effective basis. Younited must continually make significant investments and improvements in Younited’s
information technology infrastructure to remain competitive. While Younited takes steps to mitigate the risks
and uncertainties associated with these investments, these investments may not be implemented on time (or
at all), within budget or without negative financial, operational or customer impact. Further, when implemented,
these initiatives may not perform as Younited or its customers, investors and other stakeholders expect.
Younited also may not succeed in anticipating or keeping pace with future technology needs, technology
demands of its customers or the competitive landscape for technology. The failure to implement new and
maintain existing technologies could adversely affect Younited’s business, financial condition and results of
operations.
Fraud could have a material adverse effect on Younited’s business, financial condition and results of
operations.
Younited offers products and services to many customers, and Younited is responsible for vetting and
monitoring these customers and determining whether the transactions Younited processes for them are
legitimate. When Younited’s products and services are used to process illegitimate transactions and Younited
settles those funds, for example in the event of a fraudulent loan application or identity theft, Younited is unable
to recover them, suffers losses and incurs liabilities. These types of illegitimate transactions can also expose
Younited to governmental and regulatory sanctions.
The highly automated nature of, and liquidity offered by, Younited’s credit solutions make Younited a target for
illegal or improper uses, including fraudulent or illegal sales of goods or services, money laundering and
terrorist financing. Identity thieves and those committing fraud using stolen or fabricated account numbers, or
other deceptive or malicious practices, potentially can steal significant amounts of money from businesses like
Younited’s. It is possible that incidents of fraud could increase in the future. Failure to effectively manage risk
and prevent fraud would increase Younited’s liability and could have a material adverse effect on Younited’s
business, financial condition and results of operations.
Younited bears the risk of consumer fraud in a transaction involving Younited, a consumer and a merchant,
and Younited generally has no recourse to the merchant to collect the amount owed by the consumer.
Significant amounts of fraudulent cancellations or chargebacks could adversely affect Younited’s business or
financial condition. High profile fraudulent activity or significant increases in fraudulent activity could also lead
to regulatory intervention, negative publicity and the erosion of trust from Younited’s consumers and
merchants, and could materially and adversely affect Younited’s business, results of operations, financial
condition, prospects and cash flows.
If Younited does not maintain or continue to increase loan originations, Younited may not succeed in
maintaining and/or growing its business, and as a result Younited’s business and results of operations
could be adversely affected.
The vast majority of Younited’s revenue currently comes from fees, commissions and interest margin
generated by the unsecured personal loans it originates. Growing these revenue streams may require that
Younited increases loan originations over time. Doing so requires that Younited attract many new borrowers
who meet Younited’s platform’s lending standards and those of new and existing merchants and/or of
partnering banks and fintech’s. ,. Doing so may require developing verticals such as car financing (e.g.,
second-hand cars, accessories, repairs) and home improvement (e.g., household energy retrofitting).
Younited’s ability to hold loans is dependent on several factors, including the economic and interest rate
environment, the performance of Younited’s loans and the conditions of capital markets. If any of these factors
is volatile or adverse, then Younited may be unable to hold or sell as many loans as Younited could potentially
originate and, therefore, Younited would need to reduce Younited’s origination volume. If loan originations
through Younited’s platform stagnate or decrease, for any reason, Younited’s business and financial results
may be adversely affected.
Younited believes its success depends on users finding its product offerings to be of value to them. To enhance
customer engagement and diversify Younited’s revenue streams, Younited is undertaking a strategy to broaden
the scope of the products and services it offers. For example, Younited initially built its content by providing
instant loan products directly accessible on its platform. Younited then reached out to professionals by
implementing point-of-sale financing solutions granted by merchants to their customers or by giving access to
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Younited’s platform for instant loans to banks and FinTech’s. Besides instant loan products, Younited has also
developed other solutions for its customers, such as budget management tools or affinity insurance.
To penetrate new verticals, Younited will need to develop a deep understanding of those new markets and the
associated business challenges faced by participants in them. Developing this level of understanding may
require substantial investments of time and resources, and Younited may not be successful. In addition to the
need for substantial resources, government regulation could limit Younited’s ability to introduce new product
offerings. If Younited fails to penetrate new verticals successfully, Younited’s revenue may grow at a slower
rate than it anticipates, and Younited’s business, financial condition and results of operations could be
materially adversely affected. Younited must also continue to innovate and improve on its technology and
product offerings to continue future growth and successfully compete with other companies in its markets,
otherwise Younited’s brand and future growth could be materially adversely affected.
In addition, the market for financial services products is rapidly evolving, fragmented and highly competitive.
Competition in this market has intensified, and Younited expects this trend to continue as the list of financial
services providers grows. There are many established and emerging technology-centric financial services
providers offering a multitude of products to consumers across all financial verticals. If Younited fails to
successfully anticipate and identify new trends, products and emerging financial services providers, and
provide up-to-date educational content, tools and other relevant resources timely, Younited’s ability to engage
consumers and financial services providers may suffer, which would harm Younited’s business, financial
condition and results of operations.
If Younited is unable to attract additional merchant partners, retain its existing merchant partners and
grow and develop its relationships with new and existing merchant partners, Younited’s business,
results of operations, financial condition and prospects would be materially and adversely affected.
Younited derives a portion of its revenue from its relationships with merchant partners, such as Bouygues
Telecom, Iliad or Apple Premium Resellers, and the consumer loans processed through Younited’s platform
for the payment of purchases.
Younited’s ability to retain and grow its relationships with its merchant partners depends on the willingness of
merchants to partner with Younited. The attractiveness of Younited’s platform to merchants depends upon,
among other things: Younited’s brand and reputation; the amount of merchant fees that Younited charges; the
attractiveness to merchants of Younited’s technology and data-driven platform; services and products offered
by competitors; Younited’s loan application acceptance rate; and Younited’s ability to perform under, and
maintain, its merchant agreements.
Furthermore, having a diversified mix of merchant partners is important to mitigate risk associated with
changing consumer spending behaviour, economic conditions and other factors that may affect a particular
type of merchant or industry.
Younited’s continued success also is dependent on its ability to successfully grow and develop relationships
with its merchant partners, particularly in certain verticals such as telcos and consumer electronic distributors,
car manufacturers and resellers or home equipment retailers. Accordingly, these merchant partners may have,
or may enter in the future, similar agreements with Younited’s competitors, which could adversely affect
Younited’s ability to drive the level of transaction volume and revenue growth that Younited seeks to achieve
or to otherwise satisfy the high expectations of Younited’s investors and financial analysts relating to those
relationships. Younited may, therefore, be compelled to renegotiate its agreements with merchant partners
from time to time, possibly upon terms significantly less favourable to Younited than the terms included in its
existing agreements with those merchant partners.
Younited’s current lack of geographic diversity exposes Younited to risk, and potential further
expansion of Younited’s operations internationally will subject Younited to new challenges and risks.
Younited’s operations are geographically limited and primarily dependent upon consumers and economic
conditions in Younited’s historical markets, France and Italy. As such, Younited is more vulnerable to downturns
or other conditions that affect the European economy. Any downturn or other adverse conditions in the
European economy could harm Younited’s business and financial results.
Younited has also entered the Spanish and Portuguese markets. Future international operations, if
implemented, would require Younited to comply with new regulatory frameworks and additional resources and
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controls. This includes adjusting the proprietary risk algorithms to account for differences in consumer
information across jurisdictions, ensuring Younited’s platform conforms to applicable business customs,
including translation into foreign languages and associated expenses, and competing with vendors and service
providers that have greater experience in local markets or pre-existing relationships with potential consumers
and investors. Additionally, Younited would need to comply with multiple, potentially conflicting and changing
governmental laws and regulations, such as banking, anti-money laundering, anti-bribery laws, securities,
employment, tax, privacy, and data protection laws, including the EU General Data Protection Regulation.
Other considerations include potential restrictions on repatriation of earnings and regional economic and
political conditions.
Regulatory, Legal and Tax Risks
Regulatory Environment
Younited is subject to extensive and evolving prudential regulation that may limit operational
flexibility, increase costs and capital requirements.
The Company qualifies as an EU parent financial holding company and/or parent financial holding company
in an EU Member State within the meaning of CRR since it is the ultimate parent holding of Younited S.A., a
French specialized credit institution and investment services provider supervised by the ACPR, the AMF and
the ECB. On 2 December 2024, the Company obtained from the ACPR and CSSF an exemption from the FHC
Approval Requirement.
Following the Business Combination, The Company and Younited S.A. are both within the same prudential
consolidation perimeter, with Younited S.A. being designated as responsible to ensure compliance with
prudential requirements and constraints further developed below on a consolidated basis, including
compliance with reporting requirements vis-à-vis competent authorities. As such, the Company and Younited
S.A. are both subject to the prudential supervision of the competent regulatory authorities and to extensive
and evolving prudential regulation at both the European and national levels, which aims to ensure the
soundness, stability and resilience of the banking sector and to protect the interests of borrowers and
consumers. Prudential regulations result in various requirements and constraints in respect of, inter alia,
Company’s and Younited S.A.’ activities, shareholding structure, governance, internal organisation, their levels
of capital, liquidity or leverage, their risk management, reporting and disclosure policies and the resolution
process applicable to them, which may limit Younited’s operational and strategic flexibility, increase costs and
liabilities, limit the distribution of dividends and expose the Group to regulatory sanctions or reputational
damage in case of non-compliance.
Prudential regulations may affect Younited competitive position and profitability, because they may have an
impact on market access, funding sources and capital allocation. The risk factors set out below that are linked
to Younited S.A.’ status as a regulated financial institution may also impact the Company, insofar as Younited
S.A. is the sole asset of the Company.
The French Monetary and Financial Code allows the ACPR to impose specific prudential requirements on
credit institutions, while considering certain parameters. On 27 December 2024, as part of its annual
Supervisory Review and Evaluation Process (“SREP”) assessment of supervised institutions, the ACPR
notified Younited S.A. of its decision to (i) increase the minimum Net Stable Funding Ratio (“NSFR”) of Younited
S.A. to 110% (Younited has historically always comfortably operated above this level); and to (ii) apply a
specific liquidity requirement concerning the use of online deposit collection platforms (“ODCP”), based on
article L. 511-41-3, IV of the French Monetary and Financial Code. The ACPR imposed the following three
obligations, which would be applicable from 1 January 2025: (a) Compliance with a maximum ratio of 500%
between outstanding deposits collected on ODCPs and the amount of Younited S.A.’ CET1 capital, to ensure
proportionate recourse to ODCPs, (b) the respect of a maximum ratio, determined by the ACPR, between (i)
on the one hand, the total outstanding deposits collected through ODCPs and (ii) on the other hand, Younited
S.A.’ total sources of financing of its liabilities, to ensure a diversification of Younited S.A.’ sources of financing
and (c) the maintenance by Younited S.A. of interbank or central bank deposits, the amount of which must at
all times remain higher than a fraction of the number of deposits collected via ODCPs determined by the ACPR,
in order to maintain a sufficient liquidity cushion for depositor reimbursements.
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The spirit of the measures envisaged is to provide a framework for the diversification of Younited S.A.’s sources
of financing, which was presented to the ACPR in its business plan and during discussions as part of the
application for a change of control. The impact of these measures should be limited on Younited S.A.’s
business plan. However, these additional measures necessarily impose additional constraints on Younited S.A.
in the day-to-day management of its business and Younited S.A. has less flexibility to adjust its various sources
of financing.
In the future, the ACPR may decide to lower, increase or remove such specific requirements. The ACPR may
also decide to impose additional specific prudential requirements on Younited S.A.. Such specific requirements
may have an impact on the management by Younited S.A. of its funding structure and other prudential
parameter.
Prudential regulation is frequently amended and adapted to reflect the evolving economic, financial and
political environment, and to incorporate the lessons learned from past crises and the recommendations of
international standard-setters and regulatory authorities. Such changes may have a significant and unforeseen
impact on Younited’s business models, risk profiles and financial performance, and may require them to adjust
their strategies, policies and processes accordingly, which may entail significant costs and efforts. Failure to
comply with or implement procedures, operations or requests from regulatory authorities in a timely manner
may have a material adverse effect on their business, financial situation and results of operations.
The prudential regulatory environment has evolved over time and includes (i) Directive (EU) 2013/36 of the
European Parliament and of the Council of 26 June 2013 (“CRD IV” as amended or replaced from time to time,
including by Directive (EU) 2019/878 of the European Parliament and of the Council of 20 May 2019 (“CRD V”)
and by Directive (EU) 2024/1619 of the European Parliament and of the Council of 31 May 2024 (“CRD VI”))
and (ii) Regulation (EU) No. 575/2013 of the European Parliament and of the Council of 26 June 2013 (“CRR”,
as amended or replaced from time to time, including by Regulation (EU) 2019/876 of the European Parliament
and of the Council of 20 May 2019 (“CRR II”) and by Regulation (EU) 2024/1623 of the European Parliament
and of the Council of 31 May 2024 (“CRR III”)).
CRD VI amends CRD IV as regards to supervisory powers, sanctions, third-country branches and
environmental, social and governance (“ESG”) risks. It must be transposed into national law by Member States
by 10 January 2026. In general, CRD VI measures will be applicable from 11 January 2026, apart from
provisions on third-country branches applicable from 11 January 2027. As at the date of this Annual Report,
the national implementations of CRD VI in the markets where Younited is active are not yet known.
CRR III amends CRR as regards to requirements for credit risk, credit valuation adjustment (CVA) risk,
operational risk, market risk and the output floor. CRR III will apply from 1 January 2025, except for certain
provisions that applied from 9 July 2024.
Younited operates in a business that is heavily regulated, and European and national laws and
regulations that are relevant to Younited’s organisation and activities may be amended from time to
time and require the adaptation of Younited’s practices, which may result in unexpected costs.
As a regulated financial institution, Younited operates in an environment that is heavily regulated by financial
services laws and regulations at European and national levels in each jurisdiction where Younited conducts its
business. Laws and regulations that are relevant to Younited’s organization and activities may be amended
from time to time and the interpretation of legal and regulatory requirements by competent supervisory
authorities and competent courts may change over time. This may require the adaptation of Younited’s
practices, which may result in unexpected costs.
Younited also must comply with Directive (EU) 2015/2366 of the European Parliament and of the Council of
25 November 2015 on payment services in the internal market (“PSD2”).
Any changes in the payment services regulation might require Younited to further adapt its practices,
procedures and business model. Such changes may negatively impact Younited’s financial position with
unexpected costs.
Furthermore, as a specialised credit institution licenced to provide certain investment services, Younited is
subject to the second Markets in Financial Instruments Directive (“MiFID II”), as transposed under national law.
Any changes in the investment services regulation might require Younited to further adapt its practices,
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procedures and business model. Such changes may negatively impact Younited’s financial position with
unexpected costs.
Resolution Powers and Capital Instruments
Younited is subject to resolution powers, including write-down and conversion of capital instruments
and bail-ins, which may have negative impacts on Younited’s business and on the value of the shares
of the Company.
Younited S.A., as a specialised credit institution and investment services provider, is subject to the European
framework for the recovery and resolution of credit institutions and investment firms, established by the
Directive (EU) 2019/879 of the European Parliament and of the Council of 20 May 2019 (“BRRD”) and the
Single Resolution Mechanism Regulation (“SRMR”) (as amended by Directive (EU) 2014/59 of the European
Parliament and of the Council of 15 May 2014 (“BRRD II”) and Single Resolution Mechanism Regulation II
(“SRMR II”)) and as transposed into French law. The Company, as a financial holding company within the
meaning of CRR, is also subject to this framework, as transposed into national law.
This framework provides relevant resolution authorities with common tools and powers to ensure that failing
or likely to fail credit institutions and banking groups can be resolved in an orderly manner, without recourse
to public funds and with minimal disruption to the financial system and the real economy.
Under this framework, resolution authorities are responsible for preparing and implementing resolution plans
and decisions for entities subject to this framework. The measures mentioned in the resolution plan are
indicative and not binding on the resolution authorities. The resolution authority may also require Younited S.A.
to maintain a minimum level of own funds and eligible liabilities (“MREL”) that can be used to absorb losses
and restore Younited S.A.’s capital position in case of resolution.
The resolution authority may decide to apply resolution measures if it determines that an institution or entity is
failing or likely to fail, there is no reasonable prospect that any other action will prevent the failure within a
reasonable timeframe, and a resolution measure is necessary because a liquidation procedure would fail to
achieve the resolution objectives. These objectives include ensuring the continuity of critical functions, avoiding
a significant adverse effect on the financial system, protecting public funds by minimizing reliance on
extraordinary public financial support, and protecting client funds and assets, particularly those of depositors.
If these conditions are met, the resolution authority may apply one or more resolution tools, with a view to
recapitalizing the institution or entity, or restoring its viability. These resolution tools include the sale of the
business tool, the bridge institution tool, the asset separation tool or the bail-in tool. The bail-in tool allows the
resolution authority to write down, convert or cancel shares or other liabilities, in order of seniority, to restore
the failing institution’s viability or facilitate its orderly winding-up.
The resolution authority could also, independently of a resolution measure or in combination with a resolution
measure, carry out a write-down of equity or a conversion of all or part of the capital instruments (including
subordinated debt instruments) into equity if it determines that the institution or entity will no longer be viable
unless it exercises these write-down or conversion powers or if the institution or entity will require extraordinary
public financial support.
Application of the bail-in tool or any other resolution or write-down measure may result in the loss of value, the
conversion, the cancellation or the subordination of Younited S.A.’ shares or other liabilities and may have a
material adverse effect on the Company as the majority shareholder of Younited S.A.
After a resolution procedure is initiated, and in addition to the bail-in tool, the resolution authority is provided
with broad powers to implement other resolution measures with respect to institutions that are placed in
resolution and/or, under certain circumstances, their group, which may include (without limitation) the sale of
the institution’s business, the separation of assets, modifications to the terms of instruments (including
imposing a temporary suspension of payments), discontinuation of the listing and admission to trading of
financial instruments, the dismissal and/or replacement of directors and/or of managers or the appointment of
a temporary special administrator (administrateur spécial) and the issuance of new equity or own funds.
Alongside those resolution tools, the resolution authority may temporarily suspend any payment obligation or
delivery obligation under a contract entered by the relevant entity, so long as the payment and delivery
obligations continue to be performed, and collateral continues to be provided.
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Younited S.A. has been designated as the “resolution entity” in respect of which the resolution plan prepared
by the resolution authority provides for resolution actions. The in concreto implementation of the European
framework for the recovery and resolution of credit institutions and investment firms, both in terms of resolution
tools and resolution strategy remains subject to the resolution authority’s discretion and may evolve should
Younited S.A. be subject to the FHC Approval Requirements in the future.
Application of these broad powers by the resolution authority may lead to changes to, and may have negative
impacts on, Younited’s business, the value of Younited’s shares and the strategic direction Younited.
Deposit Guarantee Scheme and Debt Collection
Changes to the French deposit guarantee scheme, or a decision that Younited’s retail deposits will no
longer be covered by the French deposit guarantee scheme, could have an adverse effect on
Younited’s business, financial position and results of operations.
As an entity regulated by the ACPR, Younited S.A.’ deposit products are guaranteed by the Fonds de garantie
des dépôts et de résolution (FGDR). The maximum insured amount under the French deposit guarantee
scheme is currently €100,000. A customer’s total deposits with Younited in its accounts could exceed the
maximum amount covered by the French deposit guarantee scheme or interest accrued on the account, and
the amount exceeding the limit would not be insured. If the maximum insured amount under the French deposit
guarantee scheme were to be reduced, if the French deposit guarantee scheme were cancelled in its entirety
or if the terms attaching to the French deposit guarantee scheme were otherwise adversely amended, it could
substantially affect the inflow of new retail deposits to Younited and result in a significant increase in the amount
of retail deposit withdrawals. As a result, Younited’s business, financial position and results of operations could
be materially adversely affected.
The loss of coverage by the French deposit guarantee scheme could mean that Younited would have to
discontinue offering retail deposit products or pay higher interest rates to attract new deposit inflows, which
could adversely affect Younited’s liquidity position and impair its ability to fund its business as well as its ability
to continue its business as currently conducted.
In addition, the European Commission adopted a proposal on 18 April 2023 to strengthen the framework for
bank crisis management and deposit guarantees (CMDI). This proposal could lead to wider use of the
guarantee and resolution funds and increase Younited’s contributions to the guarantee and resolution funds.
Younited could be adversely affected by changes in laws regarding debt collection, debt restructuring
and personal bankruptcy.
Younited recoveries on written-down loans depend primarily on the effectiveness of the legal debt collection
systems, including laws regarding debt collection, debt restructuring and personal bankruptcy, in the countries
in which it operates. Recoveries are, to some extent, dependent on the commitment by and the efficiency of
Younited’s third-party debt collection partners. Younited’s ability to collect on its past due loans could also be
adversely affected by changes in debt restructuring or personal bankruptcy laws if, for example, other creditors
are granted priority over personal loan providers in restructurings or bankruptcies.
Younited’s business could also be adversely affected by changes in laws regarding statutes of limitations on
debt collection. There is a risk that the statute of limitations on debt collection could be shortened, or the ability
to extend the statute of limitations could be restricted or abolished, in the countries in which Younited operates,
which could adversely affect Younited’s ability to collect from defaulting customers if it is not able to claim in
court repayment of outstanding debts.
Any changes in laws and regulations affecting Younited’s ability to collect from defaulting customers could
have a material adverse effect on its business, financial condition and results of operations.
Younited may be adversely affected by changes in laws regarding its collateralised funding structures.
Younited regularly sells personal loans in its loan portfolio to special purpose vehicles (“SPVs”), and such loans
are used as security for Younited’s collateralised funding in the form of asset-based securities (“ABSs”) and
warehouse financing. In planning and structuring such funding, Younited relies on the existing regulatory
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framework concerning securitisation and/or the sale of non-performing loans, including but not limited to,
Regulation (EU) 2017/2402 and Directive (EU) 2021/2167 (as implemented in certain member states).
Changes to the legal or regulatory requirements including as to the interpretation thereof, may require Younited
to change its funding structures to maintain compliance with the relevant requirements. It also relies on certain
interpretations of applicable tax laws about, among others, the valuation of the personal loans transferred to
the SPVs and the timing and classification of payments within Younited’s group. Changes in tax laws or
challenges to Younited’s interpretation of applicable tax laws may require Younited to change its funding
structures and could expose Younited to additional tax liabilities, including accrued interest and penalties,
which could have a material adverse effect on Younited’s business, financial condition and results of
operations.
In addition, a change in national banking monopoly regulations (e.g., restricting the possibility to transfer loans
to SPVs) could have a negative impact on Younited’s ability to sell personal loans in its loan portfolio to SPVs.
Thus, such a change could have a material adverse effect on Younited’s business, financial condition and
results of operations.
Compliance and Legal Risks
Failure to comply with anti-money laundering, anti-terrorist financing and sanctions regulations could
have a material adverse effect on Younited’s business, financial condition and results of operations.
Younited is subject to laws and regulations regarding money laundering, the financing of terrorism and
sanctions. Monitoring compliance with such laws and regulations can put a significant financial burden on
banks and other financial institutions, and compliance requires significant technical capabilities.
Although Younited believes that its current policies and procedures are sufficient to comply with applicable
laws and regulations relating to anti-money laundering, anti-terrorist financing and sanctions, there is a risk
that such policies will not be effective in preventing money laundering, terrorist financing or violations of
sanctions, including actions by Younited’s employees for which Younited could be held responsible.
Any such breach of the applicable regulations preventing money laundering and terrorist financing or violations
of sanctions could have severe consequences, including sanctions, fines and reputational consequences,
which could have a material adverse effect on Younited’s (and thus on Younited’s) business, financial condition
and results of operations.
In addition, Younited cannot predict the nature, scope or effect of future regulatory requirements to which it
might be subject or the way existing laws might be administered or interpreted.
Younited is subject to the risk of legal and regulatory proceedings and investigations that may entail
significant costs, liabilities and reputational damage.
Younited operate in a highly regulated industry, which is governed by a complex set of laws and regulations,
and in various European jurisdictions (including through Younited’s branches in Spain, Italy and Portugal),
which exposes Younited to the risk of legal and regulatory proceedings and investigations by public authorities,
supervisory agencies, judicial courts, arbitration panels or other dispute resolution bodies, as well as to the
risk of claims, complaints or litigation by customers, competitors, employees, shareholders or other third
parties. Such proceedings and investigations may relate to various aspects of Younited’s business, such as
consumer protection, anti-money laundering, anti-corruption, data protection, competition, tax, accounting or
other matters.
Authorities in other European jurisdictions where Younited operates, including through branches, are
competent to supervise Younited’s compliance with certain local laws pertaining to the conduct of its business
and laws deemed to be protecting the general good and may take enforcement actions against Younited.
Legal and regulatory proceedings and investigations may entail significant costs, liabilities, fines, penalties,
injunctions, remediation measures, compensation payments, disgorgement of profit, class actions, settlements
or criminal sanctions, which may have a material adverse effect on Younited’s financial condition and results
of operations. Moreover, legal and regulatory proceedings and investigations may damage Younited’s
reputation, impair its relationships with customers, partners, regulators and other stakeholders and affect
Younited’s ability to conduct its business or pursue its strategic objectives.
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The ability of Younited’s shareholders to bring actions or enforce judgments against Younited or
Younited Board may be limited.
Given that Younited S.A. had prior to the Business Combination with the Company operated only as a private
enterprise, its internal controls may not be sufficient to meet the requirements imposed on public companies.
Prior to the Business Combination, Younited S.A. operated as a private enterprise. As a result, Younited’s
internal control systems are, from a public company standpoint, still in the process of being developed, given
Younited’s new status as a public company, even though it has certain control systems in place in the context
of applicable banking and financial services regulations. Consequently, Younited’s internal control environment
is commensurate to its size and status prior to the Business Combination. Younited is constantly working on
improving Younited’s internal control system. As a company pre-listing, Younited’s internal control environment
was subject to limited self-testing and internal audit. Younited’s decision-making processes, and internal
controls may not be sufficiently developed to prevent errors (including accounting- and tax-related errors),
inefficiencies and compliance violations. For example, accounting errors could occur due to revenue or
expenses being recorded in wrong periods or otherwise. In any such case, or if Younited otherwise discovers
deficiencies in its internal control systems, Younited may be required to undertake corresponding corrections
or incur unexpected costs, and trust in Younited’s business and operations may be adversely affected.
Complying with the various laws and regulations applicable to Younited’s business is particularly challenging
and this challenge will increase as Younited continues to grow. Consequently, Younited’s compliance and risk
management systems may not be sufficient to ensure that Younited’s employees, third-party contractors,
related parties and agents are or will follow all applicable laws and regulations. The criteria for determining
compliance are often complex and subject to change and new interpretation, and internationalisation of
Younited’s business may add further complexity. If Younited fails to comply with applicable laws and
regulations, Younited may breach representations made to its collaborators, and regulatory authorities may
require Younited to take remedial action. In addition, such violations may be punishable by criminal and civil
sanctions, including substantial fines, and harm Younited’s reputation.
Tax Risks
Younited is subject to taxation in multiple jurisdictions, and any changes to this tax environment may increase
Younited’s tax burden. Younited is subject to complex tax laws in each of the jurisdictions in which it operates.
Changes in tax laws or regulations could adversely affect Younited’s tax position, such as its effective tax rate
or tax payments and thus its financial results. The various applicable regulations may also be a source of risk
due to their imprecision, difficulties in their interpretation or changes in their interpretation by local tax
authorities, which may change unexpectedly and may have a retroactive effect.
Younited could be subject to additional tax risks attributable to previous assessment periods
Younited has obligations to file tax returns and pay tax across several different jurisdictions. Although Younited
considers that it complies with all relevant obligations, tax laws and regulations are complex and often require
subjective interpretation and determinations. Therefore, there is a risk that it may inadvertently fail to comply
with applicable laws and regulations in a jurisdiction in which it does business and/or the tax authorities may
not agree with the determinations that are made by Younited with respect to the application of tax law, leading
to potentially lengthy and costly disputes and potentially resulting in the payment of substantial amounts for
tax, interest and penalties.
Any of these risks could subject Younited to additional or increased tax payments and, in turn, have a material
adverse effect on its business, financial condition, results of operations and prospects.
Tax risks related to the Business Combination
It is possible that any transaction structure determined necessary by Younited to complete the Business
Combination may have adverse tax consequences for holders of Public Shares and/or Public Warrants, which
may differ depending on their individual status and residence.
Investors may suffer adverse tax consequences in connection with acquiring, owning and disposing
of the Public Shares and/or Public Warrants.
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The tax consequences in connection with acquiring, owning and disposing of the Public Shares and/or Public
Warrants may differ from the tax consequences in connection with acquiring, owning and disposing of
securities in other entities and may differ depending on an investor’s particular circumstances including, without
limitation, where investors are tax residents. Such tax consequences could be materially adverse to investors
and investors should seek their own tax advice about the tax consequences in connection with acquiring,
owning and disposing of the Public Shares and/or Public Warrants including, without limitation, the tax
consequences in connection with the redemption of the Public Shares and/or Public Warrants or any liquidation
of Younited and whether any payments received in connection with a redemption or any liquidation would be
taxable.
Data Privacy and AI Risks
Risks related to the collection, storage and processing of personal data and the violations of the
security and confidentiality of Younited’s and Younited’s information systems.
Younited, collect, store and process confidential and personal data regarding Younited’s respective customers
and employees and other third parties. This includes a range of customer data such as names, account
numbers and personal financial details, including bank transaction data. As a result, Younited is subject to
stringent privacy and data protection laws of various European jurisdictions in which it operates, including the
General Data Protection Regulation (EU) 2016/679 (the “GDPR”), the French Data Protection Law of 6 January
1978 on Information Technology, Data Files and Liberties, as amended and Luxembourg Data Protection Law
of 1 August 2018 on the organization of the National Commission for Data Protection and the implementation
of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection
of natural persons with regard to the processing of personal data and on the free movement of such data, and
repealing Directive 95/46/EC (General Data Protection Regulation). GDPR imposes substantial fines for non-
compliance, which can reach up to €20 million or 4% of Younited’s annual global turnover. See Section 13.6
Data Protection Laws and Compliance”. Additionally, the French and Luxembourg data protection regulators,
respectively, the CNIL (Commission nationale de l’informatique et des libertés) and the CNPD (Commission
nationale pour la Protection des Données’), contribute to certain guidance rules which could affect Younited’s
and Younited’s activities.
Younited’s reliance on third-party service providers and their own employees to collect and manage personal
data heightens the risk of misappropriation, loss, unauthorised disclosure, damage or processing in violation
of applicable laws. Despite Younited’s efforts to ensure compliance, the interpretation and application of GDPR
may vary across jurisdictions, potentially leading to inconsistent enforcement actions or conflicts with
Younited’s practices. Moreover, Younited’s and their third-party service providers’ systems are potential targets
for unauthorised access or inadvertent data breaches, which could lead to the compromise or loss of
proprietary information and user data. They could be subject to the risk of cyber-attacks, including but not
limited to security breaches, phishing, malware and denial-of-service attacks. Human errors, like inadvertent
non-compliance with security policies, could also lead to data breaches or system downtime.
Should a data breach occur, Younited would likely incur substantial costs associated with addressing the
breach, such as notifying affected parties, engaging with regulators, mitigating the breach’s impact and
implementing measures to prevent future incidents. Younited could face significant regulatory fines, become
the targets of litigation or face other types of claims related to the incident. Furthermore, Younited’s insurance
coverages may not be adequate to fully protect against the financial repercussions associated with security
breaches, cyber-attacks and other data-related incidents. Any such events could have a material adverse effect
on Younited’s business, results of operations, reputation, financial condition and prospects.
Risks related to the use of AI systems.
Younited may make use of artificial intelligence (“AI”) systems as part of its business. As a result, Younited will
be subject to the Regulation (EU) 2024/1689 of the European Parliament and of the Council of 13 June 2024
(the “AI Act”) laying down harmonised rules on artificial intelligence and amending Regulations (EC) No
300/2008, (EU) No 167/2013, (EU) No 168/2013, (EU) 2018/858, (EU) 2018/1139 and (EU) 2019/2144 and
Directives 2014/90/EU, (EU) 2016/797 and (EU) 2020/1828, acting as a deployer of AI systems within the
meaning thereof.
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The AI Act will apply in principle on 2 August 2026, subject to certain provisions applying as of 2 August 2025,
regarding the prohibited AI systems, which Younited does not intend to use.
The AI Act imposes substantial fines for non-compliance, which can reach up to €35 million or 7% of Younited’s
annual global turnover, whichever is higher.
The development and adoption of AI, including generative AI, and its current or anticipated use by Younited or
third parties it depends on, may heighten the risk of disruption to Younited’s operations, systems or data, as
well as those of the third parties Younited relies on. Additionally, it may introduce new operational risks that
Younited has not yet foreseen.
Unintended consequences, uses or customization of AI systems may adversely impact human rights, privacy,
employment or other social issues. This could lead to claims, lawsuits, damage to Younited’s brand or
reputation and heightened regulatory scrutiny, all of which could negatively affect Younited’s business, financial
condition and operating results.
Despite Younited’s efforts to ensure compliance, the interpretation and application of the AI Act may vary
across jurisdictions, potentially leading to inconsistent enforcement actions or conflicts with Younited’s
practices.
SECTION 5 Corporate Governance
5.1
Corporate Governance
As a Luxembourg-governed company that is traded on Euronext Amsterdam and Euronext Paris, Younited is
not required to adhere to the Ten Principles of Corporate Governance adopted by the Luxembourg Stock
Exchange applicable to Luxembourg law governed companies that are traded on the regulated market of the
Luxembourg Stock Exchange nor to the Dutch Corporate Governance Code applicable to companies
incorporated in the Netherlands and listed on a regulated market. Younited has not opted to apply the Ten
Principles of Corporate Governance or the Dutch Corporate Governance Code on a voluntary basis.
The corporate governance rules of Younited are therefore based on applicable Luxembourg laws, the Articles
of Association and its internal regulations, in particular the Board Rules. The Audit Committee and the Risk
Committee perform their duties in compliance with applicable laws, in particular Regulation (EU) No. 537/2014
of the European Parliament and the Council of 16 April 2014 on specific requirements regarding the statutory
audit of public-interest entities, as amended, and the Audit Law (as defined below).
Younited has established a comprehensive corporate governance framework, which includes a Board of
Directors consisting of ten members, five of whom are independent and five of whom are not. This composition
ensures adherence to applicable legal requirements while considering diversity in capabilities, qualifications,
independence, viewpoints, experience, knowledge, gender, race, and ethnicity.
The company has set up the following committees: (i) Audit Committee, (ii) Risk Committee, (iii) Nomination
and Remuneration Committee, and (iv) Disclosure Committee. Additionally, Younited maintains an internal
audit function, with the senior internal auditor appointed and dismissed by the Board of Directors upon the
Audit Committee's recommendation.
Younited has implemented various governance policies, which can be accessed on its website at
Nomination and Remuneration Committee Terms of Reference, (iii) Risk Committee Terms of Reference, (iv)
Remuneration Policy, (v) Insider Trading Policy, (vi) Disclosure Policy, (vii) Disclosure Committee Terms of
Reference, (viii) Board Rules, (ix) Related Party Transactions Policy, and (x) Diversity and Inclusion Policy.
Younited, as a financial holding company, has been exempted from the FHC Approval Requirement by a joint
decision from the ACPR and CSSF dated December 2, 2024. Younited ensures compliance with prudential
requirements on a consolidated basis across the group, comprising Younited and its subsidiaries, and
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continuously monitors its governance arrangements, policies, and procedures to ensure alignment with these
regulatory obligations.
5.2
Composition of the Board of Directors
Following the Closing, the Board of Directors consists of ten (10) members, including five (5) independent
Directors and five (5) non-independent Directors, in compliance with applicable law. The composition of the
Board reflects a balance of skills, qualifications, independence, and diversity in terms of experience,
perspectives, and background, including race, ethnicity, and gender.
Younited Board is composed of the following members, were appointed at the EGM held on 12 December
2024 for a term expiring at the Annual General Meeting of Shareholders in 2026, which will be convened to
approve the 2025 annual accounts. The Chairperson of the board is Elizabeth Critchley.
Name
Date of Birth
07/04/1981
Position
Committee
Sergi Herrero Noguera
Gilles Grapinet
Independent Director
Independent Director
Independent Director
Independent Director
Independent Director
Remuneration; Audit
Audit
03/07/1963
27/08/1953
27/06/1955
09/03/1987
Rodney O’Neal
Sally Tennant
N/A
Risk; Disclosure
Risk; Disclosure
Ismaël Emelien
Eurazeo Global Investor
SAS, with Romain Mombert
as permanent representative
Romain Mombert:
09/10/1992
Director
Director
Remuneration
Audit
Bpifrance Investissement,
with Arnaud Caudoux as
permanent representative
Arnaud Caudoux:
16/12/1970
08/05/1976
08/10/1956
09/01/1963
Chairperson
Director
Remuneration
Risk; Disclosure
Audit
Elizabeth Critchley
Timothy C. Collins
Thomas Isaac
Director
The Committee Chairs are:
Risk Committee: Sally Tennant
Audit Committee: Gilles Grapinet
Nomination and Remuneration Committee: Sergi Herrero Noguera
Disclosure Committee: Sally Tennant.
The Chief Executive Officer (‘CEO’) is Charles Egly, and the Chief Financial Officer (‘CFO’) is Xavier Pierart.
5.2.1 Diversity Policy
Younited is committed to fostering an inclusive, equitable, and diverse workplace where all employees are
treated with dignity and respect. The Group actively promotes a work environment free from discrimination,
harassmentwhether physical or moralvictimization, or any other form of unlawful treatment.
Commitment to a Respectful Workplace
Younited ensures a professional environment where individual differences are recognized and valued.
Employees, managers, and directors are trained on their rights and responsibilities under this policy,
reinforcing their role in maintaining an inclusive workplace. Any form of bullying, harassment, or discrimination
is strictly prohibited, and violations are addressed through the Group’s grievance and disciplinary procedures.
Severe breaches may result in dismissal, particularly in cases of gross misconduct.
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Equal Opportunities and Professional Growth
The Group is committed to providing equal access to training, development, and career advancement,
ensuring that all employees can reach their full potential. Staffing decisions are based on merit, except where
legal exemptions apply under the Luxembourg Labour Code or other relevant laws.
Monitoring and Continuous Improvement
To ensure the effectiveness of its diversity and inclusion initiatives, Younited regularly reviews its policies and
employment practices. The composition of the workforce is monitored based on factors such as age, gender,
sexual orientation, religion, and disability. This policy is assessed annually to align with legal and organizational
developments.
Through these commitments, Younited upholds its pledge to promote equality, diversity, and inclusion across
all levels of the organization.
5.3
Corporate Governance Practices
Audit Committee
The Company Board will appoint from among its Directors an Audit Committee. The Company Board shall be
entitled to appoint observer(s) to the Audit Committee. The Audit Committee will be responsible for all matters
set forth in the Luxembourg law of 23 July 2016 on the audit profession, as amended (the “Audit Law”) and will
be, among other things, considering matters relating to financial controls and reporting, internal and external
audits, the scope and results of audits and the independence and objectivity of auditors. It will monitor and
review the Company’s audit function and, with the involvement of its auditor, will focus on compliance with
applicable legal and regulatory requirements and accounting standards. The Audit Committee will consist of
Gilles Grapinet, Sergi Herrero Noguera, Thomas Isaac and Bpifrance 248 Investissement with Arnaud
Caudoux as permanent representative. Gilles Grapinet will chair the Audit Committee. The tasks of the Audit
Committee include, among others:
-
assisting Board oversight of (i) the integrity of the Company’s financial reporting, (ii) the effectiveness
of the Company’s internal quality control and enterprise risk management systems regarding financial
reporting of the Company, including reviewing publications and disclosures of all financial results, (iii)
the performance of the Company’s statutory audit of the annual and consolidated financial statements,
(iv) the independence and selection procedures of the Company’s approved audit firm and (v) approval
of audit fees and overall compensation to the auditors;
-
developing and overseeing the process for the selection of, as well as being responsible for, the
appointment, re-appointment, removal and oversight of the work of the external auditor and any other
independent registered public accounting firm engaged by the Company;
-
-
establishing and implementing pre-approval policies and procedures for certain types of non-audit
services to be provided by the external auditor and approved audit firm;
reviewing the content of the annual report and accounts, if requested by the Company Board, and
providing advice on the adequacy of the information provided to shareholders as well as the inclusion
of Board statements in the annual report;
-
-
reviewing the financing considerations and capital-raising strategy of the Company;
meeting the external auditor, at least annually without management being present, to discuss the
external auditor’s remit and issues arising from the audit; and
-
discussing with the external auditor factors that could affect audit quality and review, and approving
the annual audit plan.
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Risk Committee
The Company Board will appoint from among its Directors a Risk Committee. The Company Board shall be
entitled to appoint observer(s) to the Risk Committee. The Risk Committee will be responsible for all matters
set forth in the Audit Law and will be, among other things, considering matters involving the Company’s overall
current and future risk appetite and strategy and assisting the Company Board in overseeing the
implementation of the Company’s strategy by management, dealing with acute risk situations and monitoring
the efficiency of the Company’s risk management system. The Risk Committee will consist of Timothy C.
Collins, Sally Tennant and Ismaël Emelien. Sally Tennant will chair the Risk Committee. The tasks of the Risk
Committee include, among others:
-
-
-
-
determining, monitoring and managing the Company’s risk profile in relation to the risk appetite and
risk bearing capacity;
reviewing the Company’s overall enterprise risk management framework and processes, procedures
for detecting fraud and systems and controls for ethical behaviour and the prevention of bribery;
reviewing and approving related party transactions in accordance with the Related Party Transactions
policy;
establishing and, on an annual basis, reviewing the Company’s key compliance policies and core
procedures regarding compliance with applicable laws and regulations from time to time, including,
but not limited to, the Company’s code of ethics, as well as advising the Company Board on the terms
and conditions of the delegation of authority with respect to risk policies;
-
-
ensuring through a combination of ongoing and separate evaluations that the components of internal
control are present and functioning effectively;
ensuring that a robust assessment of the emerging and principal risks facing the Company has been
undertaken by the Company, whereas any material risk limit breach that places the Company at risk
of exceeding its risk appetite and, in particular, of putting at risk the Company’s financial condition,
triggers a meeting of the Risk Committee discussing all relevant findings, recommendations and action
plans and is escalated promptly to the Company Board to provide advice on the management and
mitigation of those risks; reporting to the Company Board at least quarterly its observations,
recommendations and deliberations on findings regarding compliance, risk management and internal
control;
-
-
reviewing the Company’s overall enterprise risk management framework and processes, procedures
for detecting fraud and systems and controls for ethical behaviour and the prevention of bribery; and
receiving reports on non-compliance.
Disclosure Committee
The Company Board will appoint a disclosure committee from among its Directors (the “Disclosure
Committee”), while the Company Board may decide to appoint such individuals as members or observers to
the committee, who do not need to be Directors, but in light of their qualifications, or tasks and position
assigned to them within the Group, may contribute to the efforts of the committee. Examples of such individuals
include the individual responsible for handling statutory disclosures within the Group or the compliance officer
appointed to a subsidiary of the Company. The Disclosure Committee will, among other things, consider
matters relating to the disclosure obligations of the Company as further detailed in the disclosure policy (the
“Disclosure Policy”). The Disclosure Committee will consist of Xavier Pierart (in its capacity as Disclosure
Officer as appointed by the Company Board under the Disclosure Policy), Sally Tennant, Ismaël Emelien,
Timothy C. Collins, and Véronique Moussu in her capacity as Compliance Officer of the Company. Sally
Tennant will chair the Disclosure Committee. The tasks of the Disclosure Committee will include, among
others:
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-
-
determining, monitoring and managing the Company’s disclosure obligations under the MAR and the
Luxembourg Transparency Law to ensure accurate reporting, including by taking corrective measures
if necessary;
monitoring and managing the Company’s disclosure practice towards the public as well as any
financial market authority (in particular, the Luxembourg Financial Supervisory Authority (Commission
de Surveillance du Secteur Financier), the Netherlands Authority for the Financial Markets (Stichting
Autoriteit Financiële Markten), and the French Authority for the Financial Markets (Autorité des
marchés financiers); • advising on and, on an annual basis, reviewing the Disclosure Policy and core
procedures regarding compliance with applicable laws and regulations from time to time;
assisting the Disclosure Officer in his/her tasks as detailed by the Disclosure Policy;
ensuring through a combination of ongoing and separate evaluations that the components of internal
control are present and functioning effectively, ensuring that a robust assessment of the Company’s
disclosure obligation has been undertaken, whereas any situation requiring assessment of disclosure
obligations, triggers a meeting of the Committee discussing along all relevant findings,
recommendations and action plans and, to the extent required, is escalated promptly to the CEO who
shall decide on and take required immediate action in accordance with the Disclosure Policy;
reporting to the Board on a regular basis its observations, recommendations and deliberations on
findings regarding disclosure-related matters; and
-
-
-
-
working and liaising as necessary with other Board committees and officers of the Company, such as
an insider-trading officer, and considering such other matters as may be requested by the Board.
Nomination and Remuneration Committee
The Company Board will appoint from among its Directors a Nomination and Remuneration Committee. The
Nomination and Remuneration Committee will, among other things, consider matters relating to (i) the
remuneration of certain members of management and the workforce and (ii) the appointment of the Directors
and members to the Company Board committees. It will review the composition of the Company Board and
recommend candidates for the Company Board and its committees including formulating succession plans, as
well as assist with the evaluation of Board performance. The Nomination and Remuneration Committee will
consist of Elizabeth Critchley, Sergi Herrero Noguera and Eurazeo Global Investor, with Romain Mombert as
permanent representative. Sergi Herrero Noguera will chair the Nomination and Remuneration Committee.
The tasks of the Nomination and Remuneration Committee include, among others:
-
-
determining the framework or broad policy for the remuneration of the chair of the Company Board
and the CEO and CFO;
setting and monitoring the level and structure of remuneration (including share incentive awards and
related performance targets) for Senior Management and such other individuals as are appointed to
senior positions;
-
-
-
-
informing the Company Board of its decisions relating to remuneration on a quarterly basis and
seeking advance approval of the Company Board on any extraordinary matters of remuneration;
reviewing workforce remuneration and related policies and the alignment of incentives and rewards
with culture;
reviewing the ongoing appropriateness and relevance of the remuneration policy (the “Remuneration
Policy”);
determining the total individual remuneration package of the chair of the Company Board and Senior
Management including bonuses, incentive payments, share-based awards, pension and benefits;
reviewing the proposed budget and objectives set for bonus and long-term incentive awards;
reviewing annually the performance of the Company and Senior Management;
establishing the selection criteria, selecting, appointing and setting the terms of reference for any
remuneration consultants who advise the Remuneration Committee;
-
-
-
-
preparing and submitting to the Company Board an annual remuneration report for submission to the
general meeting of shareholders;
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-
-
regularly reviewing the structure, size and composition (including the skills, knowledge, experience
and diversity) of the Company Board and making recommendations to the Company Board with regard
to any changes;
giving full consideration to succession planning for directors and other senior executives in the course
of its work, taking into account the challenges and opportunities facing the Company, and what skills
and expertise are therefore needed on the Company Board in the future;
-
-
identifying and nominating for the approval of the Company Board or the general meeting of
shareholders, as applicable, candidates to fill Board vacancies as and when they arise;
before appointment is made by the Company Board or the general meeting of shareholders, as
applicable, evaluating the balance of skills, knowledge, experience and diversity on the Company
Board, and, in light of this evaluation, preparing a description of the role and capabilities required for
a particular appointment;
-
-
-
reviewing the results of the Company Board’s performance evaluation process that relate to the
composition of the Company Board;
reviewing annually the time required of Directors and assessing whether they are spending enough
time to fulfil their duties;
reviewing the leadership needs of the Company, both executive and non-executive, with a view to
ensuring the continued ability of the Company to compete effectively in the marketplace; and
making recommendations to the Company Board concerning:
plans for succession for both Executive and Directors and in particular for the key roles of the
Chairperson and the CEO;
-
-
-
-
the membership of Board committees, in consultation with the chairpersons of those committees; and
the re-appointment of any Director at the conclusion of their specified term of office having given due
regard to their performance and ability to continue to contribute to the Company Board in light of the
knowledge, skills and experience required.
5.4
Luxembourg Takeover Law Disclosure
In accordance with the Luxembourg law of 19 May 2006 on takeover bids, which transposes Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004, the Company is required to
disclose certain information related to takeover bids. This law establishes minimum guidelines for the conduct
of takeover bids for securities of companies governed by the laws of an EU or EEA Member State, where all
or part of these securities are admitted to trading on a regulated market in one or more Member States.
Notification of Threshold Crossings: Any holder of securities, certificates representing securities, or financial
instruments giving an entitlement to vote in the Company must notify the Company and the Commission de
Surveillance du Secteur Financier (CSSF) of any acquisition, transfer, or similar operation that causes their
holding to reach, exceed, or fall below thresholds. As defined in the Articles of Association, a change of control
occurs when an entity acquires the power to direct or cause the direction of the management and policies of
the Company, whether through ownership of securities, contractual agreements, or other means. Any such
change must be disclosed in accordance with Luxembourg Takeover Law. The Articles of Association specify
the governance structure of the Company, including the roles and responsibilities of the Board of Directors.
The Board is responsible for ensuring compliance with takeover regulations and maintaining transparency in
all operations
Disclosure of Beneficial Ownership and voting rights
the Company is required to disclose securities trading and holding information, including details of beneficial
ownership, to the CSSF and/or the issuers in specific circumstances as mandated by Luxembourg law. The
Articles of Association outline the capital structure of the Company, including the issuance of different classes
of shares (e.g., Class B and Class C shares) and the rights associated with each class. Any significant
changes in the capital structure must be disclosed under Luxembourg Takeover Law. Each share entitles the
holder to one vote at the general meetings of shareholders. Shareholders can exercise their voting rights in
person or by proxy.
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Transparency and Reporting Obligations
The Company must comply with transparency principles, ensuring the disclosure of identities of securities
holders to supervisory authorities and issuers, in line with the Transparency Law, Squeeze-out Law, and
Dematerialization Law.
Whistleblowing and Sanctions
The Company’ internal regulations include procedures for whistleblowing and outline possible sanctions for
inappropriate behavior in the workplace, ensuring compliance with Luxembourg's legal framework.
These disclosure requirements are designed to promote transparency and protect the interests of shareholders
and the market the Company adheres to these regulations to ensure compliance and maintain trust with its
stakeholders.
SECTION 6 Directors, Senior Management and Employees
6.1
Directors and Senior Management
The Board of Directors may delegate the day-to-day management of Younited to Senior Management, which
includes the CEO and CFO. As of the Closing, Senior Management is composed of:
Name
Date of Birth
30/07/1979
16/05/1978
Position
Charles Egly
Xavier Pierart
Chief Executive Officer
Chief Financial Officer
The business address of Senior Management is 21, rue de Châteaudun, 75009 Paris, France.
6.2
Composition of the Leadership Team
As of 31 December 2024, the Younited Executive Committee comprises a core group of nine individuals and
an extended group of eighteen members. The core group consists of senior managers, co-founders, and key
executives responsible for overseeing critical functions, including Finance, Risk, Technology, Products, and
Business Development. The extended group includes heads of departments such as Compliance, Internal
Control, Operations, and the CEOs of key regional markets, including France, Italy, Iberia, and Portugal.
The members of the Younited Executive Committee are as follows:
Name
Position
CEO and Co-founder
Charles Egly
Geoffroy Guigou
Xavier Pierart
COO and Co-founder
Deputy CEO and Chief Financial Officer
Chief Business Development Officer
Chief Risk and Data Officer
Chief Technology Officer
Naren Ramachandran
Romain Mazoué
Stéphane Alizon
François de Bodinat
Chief Product Officer
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Pierre-Marin Campenon
Tommaso Gamaleri
Joachim Edery
Vigdis Flaten
CEO Europe
Executive Vice President, Strategic Partnerships
Head of CPM & Data Analytics
Chief People Officer
Sylvain Lacaze
Véronique Moussu
Bilal Taleb
COO Finance and Head of Debt Capital Markets
Head of Compliance and Internal Control
Head of Credit Risk
Frédéric Chaignon
Rémi Perry
Operational Performance
CEO France
Stefano Piscitelli
Xavier Pallas
CEO Italy
CEO Iberia
Annie Criscenti
MD Portugal
6.3
Compensation
6.3.1 Remuneration Policy
Younited's Remuneration Policy is designed to attract, retain, and motivate highly qualified individuals while
ensuring internal consistency, fairness, and transparency. The policy aligns compensation with the company’s
long-term strategy and sustainable results, while minimizing conflicts of interest and risky behavior. It aims to
provide a balanced and competitive remuneration framework, fostering a performance-driven culture that
supports both short-term and long-term objectives.
The policy ensures that Younited can offer attractive compensation packages to key roles, including the CEO,
CFO, Directors, and Identified Staff, incentivizing them to contribute to the company’s long-term success. It is
structured to align the interests of the employees with the company’s business strategy, focusing on
sustainable growth and value creation. The policy also emphasizes fairness in decision-making, with a
transparent process involving the Nomination and Remuneration Committee and the Board of Directors to
ensure compliance with applicable regulations.
Pursuant to the Remuneration Policy, the compensation of the CEO and CFO may consist of:
base salary or base service fee;
annual bonus; and
equity incentive awards.
Each of these components are further described below.
Base salary or base service fee
The purpose of the base salary or base service fee is to ensure that Younited is able to attract and retain a
talented CEO and CFO to deliver the strategy of the business. The base salary or base service fee is set taking
into account the individual’s skills, experience and their performance and salary levels at other companies of
a similar size and complexity, including those in the fintech space.
Annual bonus - Equity Incentive Awards
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The CEO and CFO will be eligible to receive an annual bonus subject to the achievement of certain
predetermined financial, strategic and operational performance measures. The main purpose of the annual
bonus will be to incentivize and reward the CEO and CFO for the delivery of Younited’s strategy and objectives
over the financial year.
The CEO and CFO would generally be eligible to participate in any equity incentive program maintained by
Younited from time to time. The main purpose of equity incentive awards will be to retain and incentivize key
employees, as well as align their long-time interests with those of Younited’s shareholders.
The CEO and CFO’s variable remuneration, including their annual bonus and Equity Incentive Awards, will
comply with applicable legal requirements relating to the remuneration of individuals whose professional
activities have a material impact on a credit institution’s risk profile as well as the Group remuneration policy
(which provides for, inter alia, a cap on the total variable component of the remuneration expressed as a
percentage of the total fixed component of the remuneration).
6.4
Employees
6.4.1 Policies Related to Working Conditions
Internal Regulations
Younited's internal regulations aim to organize life within Younited by setting essential rules regarding hygiene,
safety, health, discipline, and respect for employee rights. These regulations apply to all staff, including
temporary workers, contractors, and interns, covering aspects such as conflicts of interest, disciplinary
procedures, and rules related to abuse of authority. The regulations are provided to each employee and
displayed in Younited's premises to ensure dissemination and application. They are developed under the
direction's responsibility but are subject to review by employee representatives (CSE) and labor inspection, in
accordance with legal requirements. Any modification of the regulations is also validated by the direction in
consultation with employee representative bodies.
Safe and Secure Workplace
Younited guarantees a healthy and safe work environment, compliant with health and safety regulations, with
policies to manage emergency situations. Although Younited does not have a policy or system for preventing
workplace accidents due to the nature of its activities, it is particularly attentive to psychosocial risks and the
mental health of employees. A dedicated question on work-life balance is included in the bi-annual evaluation
form and monitored by managers. If an alert is raised by an employee, they are received by their manager and
the HR team to identify and address the issue. Additionally, the topic is monitored annually at a collective level
within the annual satisfaction survey.
6.4.2 Policies Related to Diversity and Inclusion
Diversity and Inclusion Policy
This policy aims to promote equality, diversity, and inclusion within the workforce and eliminate illegal
discrimination based on race, ethnicity, color, gender, sexual orientation, gender identity, disability, age,
religion, political opinions, national and social origins, or any other form of discrimination identified in national
or European regulations. Younited recognizes the benefits of diversity within its Supervisory Board and
executive teams. The group uses the Kokoroe platform to raise awareness among employees on CSR and
Diversity & Inclusion topics through online modules covering essential subjects like stereotypes, sexism,
inclusive language, and disability.
Disability Agreement (2024-2026)
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Younited has signed a three-year disability agreement in France, valid from 2024 to 2026, demonstrating its
commitment to integrating people with disabilities. This agreement aims to actively combat discrimination,
support job retention, and strengthen partnerships with protected and adapted sector companies, as well as
independent workers with disabilities.
Recruitment Policy
The recruitment process is designed to showcase Younited, encouraging diversity and equal opportunities.
The entire recruitment journey ensures candidates feel valued and respected, creating a positive experience
from the first contact. Clear processes are defined to minimize bias during recruitment through manager
training and formalized interview dashboards.
Parental Guide
Younited's parental guide in France reflects its commitment to creating an inclusive and supportive work
environment for employees during their parenting journey. It guarantees access to support measures, such as
salary maintenance and subrogation, without seniority conditions, and clearly informs employees of their rights.
Personalized arrangements are managed confidentially by HRBP before, during, and after parental leave,
including a week of part-time adaptation for a gradual return. Younited also facilitates administrative
procedures related to maternity, second parent, and adoption leave, and remunerates absences for mandatory
appointments in case of adoption. Inclusive schedules, specific leave for miscarriage or sick child, and telework
arrangements before and after parenting support employees. Managers are equipped and trained to better
support these situations and prevent discrimination.
Discrimination Process
Younited's code of conduct describes the whistleblowing procedure for reporting alerts by employees. The
internal regulations mention possible sanctions for inappropriate behavior in the workplace. Younited has
appointed a harassment referent within the HR teams and the CSE within the elected team.
Additional Policies
Younited has implemented several measures to uphold ethical labor practices and protect employee rights.
These policies align with international labor standards and reinforce Younited’s commitment to a fair, inclusive,
and responsible work environment.
Freedom of Association and Collective Bargaining: Younited respects the right of employees to join a
union and negotiate collectively, with a non-discrimination policy to protect union rights.
Prevention of Trafficking and Forced Labor: Younited ensures compliance with regulations
prohibiting the employment of workers under 16 and forbids any form of forced labor, respecting
laws on working hours and wages.
Elimination of Discrimination and Pay Inequalities: Younited combats discrimination and bases
recruitment and compensation decisions on skills, taking actions to eliminate gender pay
inequalities.
Privacy Protection: Younited respects employee privacy and protects personal data in accordance
with legislation, with security measures to ensure confidentiality.
Younited follows the UN and ILO guiding principles to ensure respect for human rights in business and is a
member of the UN Global Compact.
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SECTION 7 Internal Control Framework
Younited's Internal Control framework is fully compliant with applicable legal and regulatory requirements,
including the Code Monétaire et Financier and the Order of 3 November 2014, as amended in 2021. This
Order establishes the internal control principles for credit institutions, financing companies, and investment
firms, with a specific focus on risk assessment and management. Younited's Supervisory body ensures that
the internal control functions adhere to key principles of independence, impartiality, and the provision of
adequate resources.
7.1
Core Principles of the Internal Control System
Younited’s internal control framework is aligned with the Group’s Code of Conduct and is designed to comply
with applicable laws and regulations. It is based on several key principles: individual accountability, where
employees and managers are fully aware of their responsibilities and ensure effective application; separation
of duties, ensuring that key tasks are distributed among different individuals to manage risk; proportionality,
where control levels are aligned with the risks involved, considering factors such as severity, capital,
regulations, and complexity; traceability, with controls and outcomes documented and trackable; transparency,
ensuring open communication of key issues and the availability of whistleblowing channels for concerns; and
ongoing adaptation, with continuous monitoring and adjustment of the internal control system.
7.2
Objectives and Scope
Younited Group’s internal control system is designed to effectively manage risks and support the achievement
of Younited’s objectives. Its primary missions include ensuring prudent risk management in alignment with
Younited’s values and Code of Conduct; maintaining operational security and preventing malfunctions through
comprehensive risk assessment and mitigation; guaranteeing the accuracy and reliability of management and
financial information; and ensuring compliance with applicable laws, regulations, and internal policies. The
framework addresses all types of risks (e.g., credit, market, liquidity, operational, compliance) and is
implemented at both the Group level and across branches in Italy, Spain, and Portugal, taking into account
local specifics.
Additionally, it oversees outsourced services and third-party risks in accordance with regulatory requirements.
7.3
Organisation
Younited's internal control framework follows the "three lines of defense" model, ensuring effective risk
management and regulatory compliance:
-
-
-
First Line of Defense (1LoD): Operational functions managing risk exposure, including identifying,
assessing, and mitigating risks within their scope.
Second Line of Defense (2LoD): Risk and internal control functions overseeing financial and non-
financial reporting, ensuring compliance, and promoting a risk-aware culture.
Third Line of Defense (3LoD): Independent periodic control function, outsourced to PwC, evaluating
the effectiveness of the 1LoD and 2LoD, reporting semi-annually to the Supervisory Board.
The Supervisory Board monitors the internal control framework, ensuring compliance and effectiveness, while
the Executive Board implements the strategy and ensures proper authority and resources for compliance. The
RCCI (Head of Compliance and Internal Control) oversees the framework at Group and local levels, reporting
to the CEO and Chief Risk Officer, and ensures policies and resources are adequate for compliance.
7.4
Permanent Control System
The Group's permanent control system operates at two levels. The First-Level Controls (1LoD) are integrated
into operational activities and performed by frontline employees and managers to prevent or mitigate risks.
These controls include automated checks, organizational safeguards, and managerial oversight, ensuring
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compliance with procedures and effective risk management. Second-Level Controls (2LoD) are independently
managed by the Risk, Internal Control & Compliance, and Finance & Strategy functions. These controls review
and assess the effectiveness of 1LoD, evaluate risks, and propose improvements. Additionally, they provide
independent monitoring, conduct thematic reviews, and escalate significant findings to senior management
and regulatory authorities.
By strengthening Level 1 controls and maintaining an independent oversight structure, Level 2 controls
enhance the Group’s proactive and effective risk management framework.
7.5
Periodic Control System
The Third Line of Defense (3LoD), represented by Internal Audit and outsourced to PwC, ensures
independence and objectivity. It assesses the effectiveness of the risk management framework, internal
controls, and governance processes. Key responsibilities include evaluating Level 1 and Level 2 controls,
identifying weaknesses and recommending improvements, ensuring compliance with regulations and policies,
conducting risk-based audits on critical areas, and providing assurance on the adequacy of the internal control
system.
Internal Audit operates with a risk-based approach, offering an independent perspective to strengthen the
organization's risk management.
7.6
Compliance
Younited’s Compliance function, part of the second line of defense, operates centrally and locally to ensure
risk oversight and regulatory adherence. The function covers areas such as Anti-Money Laundering, Customer
Protection, Anti-Bribery, and Ethics. Central Compliance defines policies, monitors regulatory changes,
assesses compliance risks for new products, and oversees European branches, reporting to the Group RCCI.
Local Compliance: Reports to the local branch manager with a functional link to the RCCI. Ensures
implementation of Group standards, adapting to local regulations, with stricter standards prevailing in case of
differences.
This structure ensures compliance across the organization while supporting strategy and managing emerging
risks.
7.7
Governance Framework and Risk Culture at Younited
Younited's governance is built on policies and procedures that define roles and responsibilities, supported by
Compliance and Enterprise Risk Management (ERM). These policies promote a strong risk culture, including
the Code of Conduct, which sets ethical and customer service standards, and the GDPR Policy ensuring
compliance with data protection laws. The Customer Protection Policy focuses on managing risks to customer
interests, while the Remuneration Policy ensures equal pay opportunities. Additional policies, such as the
Conflict-of-Interest Management Procedure, Gifts and Invitations Procedure, and Whistleblowing Procedure,
reinforce the risk culture by managing conflicts, professional conduct, and transparency. Other procedures,
like the Fraudulent Sites and Profiles Reporting and Operational Risk Management, address fraud prevention
and operational incident management, further strengthening Younited's governance framework.
Credit Risk Management Framework
The Group’s Board of Directors risk committee oversees the credit risk management framework and provides
recommendations to the Younited Board of Directors. Further, The Group has also constituted the credit risk
management committee of executives. It ensures implementation of its credit risk appetite statement, as
approved by the Younited Board of Directors and recommends changes thereto, considering any changes in
the regulatory instructions, business or economic conditions. It also monitors The Group’s loan portfolio risk
profile monthly, identifies problem areas and instructs business units with directions to ensure that the risk
appetite target will be met.
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The risk team implements policies and processes for credit risk identification, assessment, measurement,
monitoring and control. Credit risk parameters, credit exposure, and concentration limits are approved by the
Younited Supervisory Board, based on regulatory guidelines and internal data. The risk team develops and
maintains credit risk identification systems, monitors its loan portfolio risk profile, undertakes asset quality
reviews, and submits its analysis and reports to the Younited Risk Committee on an ongoing basis. Younited’s
risk team endeavors to capture early warning signals in its loan portfolio for identification of weak exposures,
suggests remedial measures and monitors the actions taken. Younited has adopted a robust risk management
framework to ensure that delinquencies in its loan portfolio are kept at a minimum.
Market Risk Management Framework
The Younited Executive Board is responsible for the overall risk management of Younited. The Younited Risk
Committee reviews and assesses the exposure of Younited to various market risks and outlines various
policies. The market risk to which the book is exposed is monitored and all transactions undertaken are in
accordance with prudent business practices and are compliant with internal guidelines.
The Group’s market risk exposure is mainly related to the interest rate risk discussed in Section 8.3 “Interest
rate risk on the banking book”.
Liquidity Risk Management Framework
The Group uses various tools to manage its liquidity position. These include the Structured Liquidity Statement,
which projects the inflows and outflows of assets and liabilities in various time buckets, assesses the behavioral
patterns of assets and liabilities, and adheres to cashflow mismatch limits to maintain adequate liquidity across
all maturity buckets. The Liquidity Coverage Ratio, as required by regulations, manages the next 30-day bucket
of stress net cash outflows to cover any potential sudden shocks to the liquidity position. The Contingent
Funding Plan ensures ongoing access to already committed or quickly available liquidity facilities from various
sources, such as other banks and financial institutions. Lastly, the Dynamic Liquidity Statement anticipates
and covers future funding requirements arising from existing and future loans on the balance sheet, as well as
projected changes in investing assets based on expected refinancing and distribution plans.
Operational Risk Management Framework
The Group Risk Committee mitigates operational risk by creating and maintenance of an explicit operational
risk management process. It conducts detailed reviews of all operational risk exposures and focuses on all
operational risk issues.
The Group Risk Committee reviews the risk profile to consider future changes and threats and concurs with
areas of high priority and related mitigation strategies with different departments and business units. The
committee ensures, among other matters, (a) identification and management of operational risk; (b) evaluation
and prioritization of risk by implementation of operational risk strategy; and (c) monitoring and review of
operational risk effectiveness.
SECTION 8 Major Shareholders
As of December 31, 2024, and since the Company has been re-domiciliated in Luxembourg there was no
share repurchase by the Company.
The following table sets forth the major direct and indirect shareholders of Younited based on Youniteds share
register regarding holders of Public Shares resulting from the conversion of Sponsor Shares and to Youniteds
best knowledge, regarding Companys holders of shares following the Closing.
The issuance or transfer of Warrants to purchase Public Shares that remain outstanding immediately following
the Closing is accounted for under the fully diluted calculations.
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Shareholder Ownership in Younited(1)
Percentage of
Fully diluted
Percentage of
Outstanding
Shares (%)
Number of
Shares
Fully diluted
Shares
Major Shareholders
Outstanding
Shares (%)
Ripplewood Holdings I LLC(2)
SRP Management LLC(4)
Eurazeo(5)
11,660,793(3)
4,695,800
12,168,382
6,384,678
4,090,401
4,113,092
5,973,697
49,086,843
23.76
9.57
20,660,793
5,529,133
12,168,382
6,384,678
4,090,401
4,113,092
13,803,586
66,750,065
30.95
8.28
24.79
13.01
8.33
18.23
9.57
Bpifrance
Rhea Holding SAS(6)
Goldman Sachs(7)
Other Holders(8)
Total
6.13
8.38
6.16
12.17
100.00
20.68
100.00
(1) Reflects the exercise of 7,666,660 Public Warrants and 9,000,000 Sponsor Warrants, assuming cash exercise
only, the issuance of 987,315 Public Shares under the terms of the Management Earnout and the issuance of
8,061 Public Shares and 1,186 Company Class B Shares pursuant to the Drag Along.
(2) Timothy C. Collins is an executive director of and beneficially owns approximately 58.40% of the Sponsor, Timothy
C. Collins 2003 Descendants’ Trust (the trustees are Timothy C. Collins’ wife and son) beneficially owns
approximately 32.82% of the Sponsor and Timothy C. Collins 1999 Trust (the trustees are Timothy C. Collins’
wife and son) beneficially owns approximately 8.78% of the Sponsor, which is a majority shareholder of Younited.
(3) This number represents the total number of shares before the transfer of the aggregate 120,000 Public Shares to
the non-executive Iris Directors and the Advisers.
(4) This entity is ultimately controlled by Robert Prince and Sharon Prince.
(5) Includes the percentage of outstanding shares of: Eurazeo Growth Fund III SLP (9.41%, fully diluted percentage:
6.92%); FCPR Idinvest Entrepreneurs Club (8.28%, fully diluted percentage: 6.09%); Legendre Holding 34
(4.33%, fully diluted percentage: 3.18%); Eurazeo Growth Secondary Fund SCSp (1.87%, fully diluted
percentage: 1.38%) and Aries Eurazeo Fund (0.90%, fully diluted percentage: 0.66%).
(6) This entity is ultimately controlled by BE VI Nominees Limited.
(7) Includes the percentage of outstanding shares of: WSGG Holding S.a rl (7.55%, fully diluted percentage: 5.55%);
West Street Private Markets 2021, LP (0.42%, fully diluted percentage: 0.31%); GLQ International Partners LP
(0.14%, fully diluted percentage: 0.10%), WSGGP Emp Onshore Investments, LP (0.19%, fully diluted
percentage: 0.14%) and WSGGP Emp Offshore Investments, LP (0.08%, fully diluted percentage: 0.06%).
(8) All persons not having major holdings within the meaning of Article 8 or Article 9 of the Luxembourg Transparency
Law.
(9) Except for the major shareholders mentioned above, there are no other persons that, on the basis set out above,
have major holdings within the meaning of Article 8 or Article 9 of the Luxembourg Transparency Law.
YOUNITED FINANCIAL
59
Not named
Annual Report 2024
SECTION 9 Responsibility Statement
We confirm to the best of our knowledge that:
1. The consolidated financial statements of Younited Financial S.A. presented in this Management Report and
established in conformity with International Financial Reporting Standards as adopted by the European Union
give a true and fair view of the assets, liabilities, financial position and results of Younited Financial S.A. and
the undertakings included within the consolidation taken as a whole; and
3. The management report presented includes a fair review of the development and performance of the
business and position of Younited Financial S.A. and the undertakings included within the consolidation taken
as a whole, together with a description of the principal risks and uncertainties they face.
Chief Executive Officer
Mr. Charles Egly
April 03, 2025
Chief Financial Officer
Mr. Xavier Pierart
April 03, 2025
YOUNITED FINANCIAL
60
Not named
Annual Report 2024
SECTION 10 Financial Statements 2024
10.1
Consolidated Financial Statements as of and for the year
ended December 31, 2024
YOUNITED FINANCIAL
61
Not named
YOUNITED FINANCIAL S.A.
Consolidated Financial Statements
December 31, 2024
YOUNITED FINANCIAL
Not named
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As of December 31,
2024 2023
(in € thousands)
Note
Assets
Cash, due from central banks
Financial assets at FVTPL
Loans and advances to financial institutions
Loans and advances to customers at FVOCI
Loans and advances to customers at amortised cost
Property and equipment
Intangible assets
14
14
14
14
14
15
16
14
193,433
236,756
135,403
73,525
86,837
83,413
458,150
274,888
11,740
477,287
339,347
14,568
34,117
36,552
Other assets
81,870
85,537
TOTAL ASSETS
1,224,448
1,398,973
Liabilities
Financial liabilities at FVTPL
Loans and deposits from financial institutions
Deposits from deposit holders
Other liabilities
14
14
14
14
20
12,181
60,611
832,722
79,846
615
-
60,033
1,126,252
68,840
Provisions
466
TOTAL LIABILITIES
985,975
1,255,591
Equity
Share capital
17
17
691
340,376
-
273
181,260
289
Share premium
Other equity instruments
Reserves and retained earnings
Loss for the period
17
(27,483)
(83,439)
8,329
(10,080)
(49,679)
21,320
143,383
Other comprehensive income
TOTAL EQUITY
238,474
TOTAL LIABILITIES AND EQUITY
1,224,448
1,398,973
YOUNITED FINANCIAL
3
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
Twelve-month period ended
December 31,
(in € thousands)
Note
2024
2023
Interest income calculated using the effective interest
method
7
7
73,813
83,481
Interest expense
(30,437)
43,375
2,835
(22,092)
61,389
2,799
Net interest income
Net gains and losses from financial instruments at FVTPL
Net gains and losses from financial instruments at FVOCI
Income from other activities
Revenue
8
14
9
2,898
(5,318)
42,886
45,563
94,671
(37,851)
(66,020)
(27,270)
(46,502)
(82,973)
(466)
101,755
(36,667)
(34,397)
(21,682)
(57,890)
(48,881)
(799)
Personnel expense
10
Other operating expenses
11
Depreciation and amortisation expenses
Impairment losses on financial instruments
Loss before tax
15,16
4
Income tax expense
13
Loss for the year
(83,439)
(49,679)
Earnings per share
Basic earnings per share ()
Diluted earnings per share ()
(3.34)
(3.34)
(2.14)
(2.14)
Loss for the year
(83,439)
(49,679)
Other comprehensive income
Items that may be reclassified to profit or loss
Revaluation of debt instruments at FVOCI:
Revaluation differences of the period
14
11,179
(2,898)
8,281
16,024
5,318
Reclassified into income
14
Total items that may be reclassified to profit or loss
Items that will not be reclassified to profit or loss
Actuarial gains and losses on defined benefit plans
Total items that will not be reclassified to profit or loss
Total other comprehensive (loss)/ income for the year
Total comprehensive (loss)/ income for the year
21,342
10
48
48
(22)
(22)
8,329
21,320
(28,359)
(75,110)
YOUNITED FINANCIAL
4
Not named
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share
Note
Other equity
instruments
Reserves and retained
earnings
Share premium
174,418
Loss for the year
(78,918)
Total equity
140,584
capital
(in € thousands)
Balance at January 1, 2023
262
289
44,533
Loss for the year
Allocation of net result of 2022
Increase in capital
-
-
-
-
-
-
-
(49,679)
78,918
-
-
(78,918)
-
(49,679)
-
17
10
6,842
6,852
Equity-settled share-based payment
Remeasurement of defined benefit
liability
12
10
-
-
-
-
-
-
-
-
2,882
(22)
2,882
(22)
Change in other comprehensive
income
Other movements
-
-
-
-
(211)
211
-
-
-
-
-
-
21,342
(52)
21,342
(263)
Capital reorganization
Balance at December 31, 2023
17
21,475
21,686
273
181,260
289
(49,679)
11,240
143,383
Loss for the year
Allocation of net result of 2023
Increase in capital
-
-
-
-
-
-
-
(83,439)
-
(49,679)
-
(83,439)
-
-
-
49,679
17
17
12
418
159,116
-
-
-
159,534
(19,534)
30,940
Capital reorganization
-
-
-
-
(19,534)
30,940
Equity-settled share-based payment
Remeasurement of defined benefit
liability
10
-
-
-
-
48
48
Change in other comprehensive
income
-
-
-
-
-
-
-
8,281
-
8,281
(289)
Other movements
(289)
Balance at December 31, 2024
691
340,376
-
(83,439)
(19,154)
238,474
YOUNITED FINANCIAL
Not named
CONSOLIDATED STATEMENT OF CASH FLOWS
Twelve-month period ended
December 31,
(in € thousands)
Note
2024
2023
Cash flows from operating activities
Loss for the year
(83,439)
(49,679)
Adjustments for:
Net depreciation and amortisation
Net impairment loss on loans and investment securities
Net interest income
15,16
27,270
46,502
21,683
57,890
4
7
(43,375)
(61,389)
Net gain (loss) on loans and investment securities
at FV
8
(5,733)
31,706
918
2,567
2,882
673
Equity-settled share-based payment transactions
Other income and expense
12
11
Net change in loans and advances to financial institutions
and customers
14
48,199
33,578
Net change in loans and deposits from financial
institutions and investors
14
(292,952)
(4,063)
169,328
12,390
53,755
Other assets, liabilities and provisions
Net interest received (paid)
14,20
7
51,520
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES
(223,447)
243,680
Cash flows from investing activities
Net change in investment securities
14
48,601
(21,362)
27,238
(71,169)
(25,165)
(96,334)
Investment in property and equipment, and intangible
assets
15,16
NET CASH PROVIDED BY (USED IN) INVESTING
ACTIVITIES
Cash flows from financing activities
Proceeds from increase in capital(2)
Repayment of lease liabilities
3,17
14
166,510
(3,737)
28,538
(3,506)
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES
162,773
(33,435)
310,281
276,846
25,032
172,378
137,903
310,281
Net increase (decrease) in cash, due from central banks
CASH AND CASH EQUIVALENTS AT OPENING(1)
CASH AND CASH EQUIVALENTS AT CLOSING(1)
(1) Cash and Cash equivalent comprises balances of (i) Cash, due from central banks and (ii) Loans and
advances to financial institutions which consists solely of on-demand deposit.
(2) Include mainly €152.3 million resulting from the transaction with the SPAC (cf. Note 3 & Note 17) and 26.1
million resulting from the increase in capital completed April 24, 2024 (cf. Note 17) net of €9.7 million of directly
attributable transaction costs.
YOUNITED FINANCIAL
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
Note 1
Basis of accounting
1.1 Group presenting the consolidated financial statements
Younited Financial S.A. (formerly known as RA Special acquisition Corporation and then Iris Financial), (the
Company) is a public limited liability company (société anonyme) existing under the laws of the Grand Duchy
of Luxembourg (“Luxembourg”). The Company was transferred December 12, 2024 from the Cayman Islands
to Luxembourg without disruption of its legal personality. It has its current registered office at 17, Boulevard
Friedrich Wilhelm Raiffeisen, L2411 Luxembourg and registered with the Luxembourg Trade and Companies
Register (Registre de Commerce et des Sociétés de Luxembourg) under number B292237.
The consolidated financial statements as at December 31, 2024, comprise the Company which is the legal
parent of the group and its legal subsidiary (together referred to as the ‘Group’ or ‘Younited’) and consist of
the first set of consolidated financial statements prepared. These consolidated financial statements have been
approved and authorized for issue by the Board of Directors April 3, 2025.
Younited is one of the leading instant credit provider in Europe. Constant innovation, cuƫting-edge technology
and exceptional user experience have allowed over one million customers to have access to instant, simple
and transparent credit to refurbish their homes, go on vacation, buy a new smartphone, or bring any other
project to life. Younited provides instant credit throughout the customer journey, shopping, or banking, online
or in-store, with a single Younited customer experience. Younited operates in 4 European countries (France,
Italy, Spain and Portugal).
1.2 Basis of preparation
These consolidated financial statements have been prepared for the year ended December 31, 2024 in
accordance with International Financial Reporting Standards (“IFRS Accounting Standards”) endorsed by the
European Union as at December 31, 2024. The financial statements have been prepared on a going concern
basis. All amounts have been rounded to the nearest thousand, unless otherwise indicated. Due to rounding,
in some cases the individual figures presented may not add up precisely to the totals provided.
1.3 Current standards and interpretations
1.3.1 New mandatory standards and interpretations applicable as of January 1, 2024
The following amendments to IFRS Accounting Standards, applicable for the 2024 financial year, had no
impact on the Group's consolidated financial statements as at December 31, 2024:
-
Amendments to IFRS 16 Leases: Lease liability arising from a sale and leaseback, applicable to
financial years beginning on or after January 1, 2024;
-
Amendments to IAS 1 Presentation of financial statements: Non-current Liabilities with Covenants
and Classification of Liabilities as Current and Non-current , applicable to financial years beginning
on or after January 1, 2024;
-
Amendments to IAS 7 ‘Statement of cash flows’ and IFRS 7 ‘Financial instruments disclosures’:
Disclosure of the effects of “reverse factoring agreements”, applicable to financial years beginning
on or after January 1, 2024.
1.3.2 Accounting standards issued but not yet effective
The Group has not opted for early application of the following amendment, for which the mandatory application
date is after December 31, 2024:
-
Amendments to IAS 21 - The Effects of Changes in Foreign Exchange Rates, applicable to financial
years beginning on or after January 1, 2025.
-
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of Financial Instruments
applicable to financial years beginning on or after January 1, 2026.
YOUNITED FINANCIAL
7
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
-
-
IFRS 18 ‘Presentation and Disclosure in Financial Statements’ applicable to financial years
beginning on or after January 1, 2027
IFRS 19 ‘Subsidiaries without Public Accountability Disclosures’ applicable to financial years
beginning on or after January 1, 2027.
The analysis of the consequences for the Group of the first application of this amendment is in progress.
However, it should not have a material effect on the Group’s financial situation and performances.
1.4 Foreign currency translation
1.4.1 Functional and presentation currency
These financial statements are presented in euro, which is the Group’s functional currency. All amounts have
been rounded to the nearest thousand, unless otherwise indicated.
1.4.2 Foreign currency transactions and balances
Transactions in foreign currencies are translated into the respective functional currencies of Group companies
at the exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies are translated into the functional currency at
the exchange rate at the reporting date. Non-monetary assets and liabilities that are measured at fair value in
a foreign currency are translated into the functional currency at the exchange rate when the fair value was
determined. Non-monetary items that are measured based on historical cost in a foreign currency are
translated at the exchange rate at the date of the transaction. Foreign currency differences are generally
recognized in profit or loss and presented within other operating expenses.
However, foreign currency differences arising from the translation of investment in equity securities designated
as at FVOCI are recognized in OCI.
1.5 Use of judgements and estimates
In preparing these financial statements, management has made judgements and estimates that affect the
application of the Group’s accounting policies and the reported amounts of assets, liabilities, income and
expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are
recognized prospectively.
1.5.1 Estimation-related judgements and assumptions
Information about judgements and assumptions made in applying accounting policies that have the most
significant effects on the amounts recognized in the financial statements is included in the following notes:
-
-
Determination of whether credit risk on financial assets has increased significantly Note 4
Measurement of recoverable cashflows used to measure Expected Credit Losses ‘ECL’ on financial
instruments Note 4
-
-
-
-
-
Fair Value Measurement of financial instruments with significant unobservable inputs Note 6
Measurement of the insurance brokerage revenue Note 9.
Initial classification of financial instruments Note 14
Assessment of the control over special purpose vehicle used for securitisation of loans Note 19
Assessment of the control over the combined Group formed by Iris Financial and Younited to
determine whether it qualifies as a reverse acquisition Note 3
-
Measurement of the listing expense incurred by Younited according to IFRS 2 Note 3
YOUNITED FINANCIAL
8
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
Note 2
Key events of the financial year ended December 31, 2024
2.1 Significant events during the financial year presented
2.1.1 Transaction with Iris Financial
On October 7, 2024, Younited S.A. ("Younited") and the Special Purpose Acquisition Company (SPAC) Iris
Financial, listed on Euronext Amsterdam, entered into a transaction agreement. Under this agreement,
Younited’s shareholders agreed to contribute all of their Younited shares to the Company in exchange for
newly issued shares of the Company. The transaction was completed on December 20, 2024 resulting in a
capital increase of €152.5 million.
Considering the accounting treatment of the transaction (detailed in Note 3), the opening equity of the Group
has been adjusted retrospectively to reflect the share capital and share premium of the Company. A
Reconciliation between figures as at January 1, 2023 as published in the financial statements for year ended
December 31, 2023 and adjusted equity as at January 1, 2023 included in the Consolidated statement of
change in equity is provided in the table below:
Reserves
Other
Share
capital
Share
premium
Loss for
and
Total
equity
equity
the period
retained
earnings
instruments
(in € thousands)
Balance at January 1, 2023 -
published Financial statements
1,861
351,790
289
-
(78,918) (134,437)
140,584
-
Capital reorganisation
(1,599) (177,372)
262 174,418
-
178,971
Balance at January 1, 2023
289
(78,918)
44,533
140,584
2.1.2 Transfer of the registered office of the Company from the Cayman Islands to Luxembourg
The shareholder meeting of the Company held December 12, 2024 approved the transfer of the Company
registered office from the Cayman Islands to the Grand Duchy of Luxembourg.
2.2 Subsequent events
Following the successful completion of the business combination with Younited S.A. on December 20, 2024,
Younited Financial S.A. has been listed on the regulated market of Euronext Paris, in addition to its existing
listing on Euronext Amsterdam, on January 20, 2025.
Note 3
Scope of consolidation
The consolidated financial statements include the financial statements of the parent company and all entities
over which the Group exercises control. Control is achieved when the Group is exposed, or has rights, to
variable returns from its involvement with the investee and has the ability to affect those returns through its
power over the investee.
Subsidiary is fully consolidated from the date on which control is transferred to the Group and is deconsolidated
from the date that control ceases.
The financial statements of subsidiary is prepared for the same reporting period as the parent company, using
consistent accounting policies. All intra-group transactions, balances, income and expenses are eliminated in
full on consolidation.
YOUNITED FINANCIAL
9
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
The legal parent of the Group is the company whereas Younited S.A. is the accounting parent. Because the
Company is not a business Younited S.A. is deemed to have carried out an increase in capital in conjunction
with a reorganization of capital at the date of the Combination with the Company, such as the owners of
Younited S.A. are now the owners of the Group.
The scope of consolidation is reviewed regularly and updated to reflect any changes in the Group’s structure
or control relationships.
The subsidiary within the scope of consolidation are as follows:
2024
2023
% of
control
Consolidation
Method
% of
control
Consolidation
Method
Company
Country
Younited Financial
Luxembourg
100%
Consolidation
N/A
N/A
The Group was formed in 2024. No consolidated group existed in 2023.
3.1 Transaction between Iris Financial and Younited
3.1.1 Context of the transaction
On December 20, 2024 (The “Closing Date”), the Company, completed the acquisition of Younited S.A.
(“Younited”) pursuant to the Business Combination Agreement, dated October 7, 2024. Considering the
criterias outlined in IFRS 3 Business combinationsand notably the fact that following the transaction (i)
Younited’s shareholders hold a majority of the Company's voting rights; (ii) the Company’s Board of Directors
is composed of a majority of Younited’s Management Board members; (iii) the Group’s management team is
composed of members of Younited’s management team; and (iv) Younited’s operations include operations
continued by the Group, Younited has been considered the accounting acquirer.
While the Company is the legal acquirer in the Business Combination, because Younited was deemed the
accounting acquirer, the historical financial statements of Younited became the historical financial statements
of the Group upon completion of the Business Combination. As a result, the consolidated financial statements
included in this report reflect (i) the historical result of operation of Younited prior to the Closing Date; (ii) the
consolidated result of operation of the Group following the Closing Date; (iii) the assets and liabilities of
Younited at their historical cost; and (iv) the Company’s equity structure for all periods presented.
In accordance with guidance applicable to these circumstances, the equity structure has been restated in all
comparative periods up to the Closing Date, to reflect the number of shares of the Company’s, issued to
Younited’s shareholders in connection with the Business Combination. As such, Younited’s shares and
corresponding capital amounts and earnings per share prior to the Business Combination have been
retroactively restated as shares reflecting the exchange ratio established in the Business Combination
Agreement.
The transaction is considered a capital reorganization of Younited within the scope of IFRS 2 'Share-based
payment,' as Iris Financial does not meet the definition of a business under IFRS 3, 'Business combinations.
From an accounting perspective, Younited is deemed to carry out a capital increase in exchange for the net
assets of Iris Financial. The difference between the fair value of the deemed issued shares and the net asset
value of Iris Financial represents the expense incurred by the former shareholders of Younited to access the
market.
The share capital and share premium presented in the consolidated statement of financial position and in the
consolidated statement of changes in equity has been restated to reflect the share capital and share premium
of the legal acquirer, i.e., Iris Financial (renamed Younited Financial S.A.). The difference between the share
capital and share premium of the legal acquirer and the share capital and share premium of the accounting
acquirer is recognized in other reserves and retained earnings.
YOUNITED FINANCIAL
10
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
3.1.2 Accounting implications
Fair value of shares deemed issued
The fair value of the shares deemed issued has been determined by calculating the deemed number of shares
the accounting acquirer would have had to issue to obtain control over the listed shell company as if it had
directly acquired the shares of the listed shell company. This deemed number of shares issued has then been
multiplied by the market value of a share of the accounting acquiree just before the transaction.
Value
(€)
Total
(in millions)
Quantity
Deemed issue of shares
15,902,780
9.58
152.3
As part of its initial public offering in April 2022, Iris Financial issued Public Warrants and Sponsor Warrants.
Public warrants are listed on Euronext Amsterdam. When exercised in lots of three, both Public Warrants and
Sponsor Warrants entitle their holders to subscribe to one new Ordinary Share of the Company at a price of
respectively $11.50 and $12.00.
Public
Sponsor warrants
warrants
Grant date
7/7/2021
12/20/2024
12/19/2029
7,666,667
2/23/2022
12/20/2024
12/19/2029
7,000,000
Business combination date
Expiry date
Number of stock warrants granted
Outstanding as of January 1, 2023
Issued
7,666,667
7,000,000
-
-
-
-
Cancelled
Outstanding as at December 31, 2023
Issued
7,666,667
7,000,000
2,000,000
-
-
(7)
Cancelled
Outstanding as at December 31, 2024
Subscription price (in €)
Fair value on IBC date (in €)
Exercise price (in €)
7,666,660
-
9,000,000
0.96
0.77
0.70
10.95
728
11.42
855
Maximum increase in share capital (in €)
Determination of acquired assets and liabilities
In exchange for the deemed issuance of shares, Younited received the net assets of Iris Financial, valued at
122.4 million, consisting of current assets amounting to €152.7 million and current liabilities amounting to
30.3 million. The current assets primarily comprised the escrow account, totaling €152.4 million. The current
liabilities mainly consisted of trade payables incurred in the context of the Business Combination and warrants
liabilities.
YOUNITED FINANCIAL
11
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
(in € millions)
Fair value
Current assets
Escrow account
152.4
0.2
Cash and cash equivalents
Total assets
152.7
Current liabilities
Other financial liabilities
Total liabilities
30.3
30.3
Net assets acquired
122.4
Determination of the cost to access the market
The difference between the fair value of the deemed issued shares and the net asset value of Iris Financial
represents the expense incurred by the former shareholders of Younited to access the market. This market
access cost, amounting to €29.9 million, is recognized as an other operating expense in the consolidated
statement of profit or loss and is reflected in the consolidated statement of changes in equity for the year ended
December 31, 2024.
(in € millions)
Net assets acquired
Capital increase
Listing expense
122.4
152.3
(29.9)
Note 4
Financial risk review
This note presents information about the Group’s exposure to financial risks and the Group’s management of
capital. For information on the Group’s “Financial risk management framework”, see Note 23.
4.1 Credit risk
Credit risk is expressed through the impairment provisions recognized for expected credit losses (ECL) as
defined by IFRS 9 ‘Financial instruments’.
IFRS 9 ‘Financial instruments’ introduces a single credit risk impairment model, based on expected credit
losses rather than incurred losses. These impairment methods apply to all financial assets measured at
amortised cost or fair value through recyclable equity, lease receivables, loan commitments and financial
guarantee contracts.
This mechanism requires recognition of a loss allowance for impairment as from the initial recognition of the
exposures concerned. This initial loss allowance corresponds to the expected credit losses given default
over the next 12 months (stage 1). If the credit risk increases significantly after initial recognition, the
expected credit losses will be measured over the residual lifetime of the instrument (stage 2). Finally, if the
credit quality deteriorates to the point where the recoverability of the receivable is threatened, the lifetime
expected losses must be provisioned (stage 3), taking account in the calculation of the increase in the risk
by comparison with the loss allowances estimated in stage 2 (including the use of 100% probability of
default). Expected credit losses are therefore recognized progressively, reflecting the increase in the risk of
the instrument.
The main characteristics of the different stages of provisioning can be summarized as follows:
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Stage 1 - Performing assets not downgraded
All the contracts concerned, with the exception of financial assets purchased credit-impaired (POCI), are
initially accounted for in this category;
-
-
The amount of credit risk impairment is calculated on 12-month expected credit losses;
Interest revenue is recognized in profit or loss using an effective interest rate applied to the gross
carrying value of the asset before impairment.
Stage 2 Performing assets downgraded
In the event of significant increase of credit risk since initial recognition, the financial asset is transferred to
this category from stage 1;
-
-
-
The amount of credit risk impairment is then calculated on the remaining lifetime expected loss
(losses expected at maturity);
Interest revenue is recognized in profit or loss using an effective interest rate applied to the gross
carrying value of the asset before impairment;
The significant increase in credit risk is based on an assessment of the change in the risk of
default over the lifetime of the instrument, rather than a change in the amount of the expected
credit losses. A significant increase in credit risk can be determined individually (instrument by
instrument) or collectively, based on portfolios of similar financial assets.
Stage 3 - Defaulted assets
-
-
Financial assets that have suffered a default event will be downgraded to this category;
The amount of credit risk impairment continues to be calculated on the remaining lifetime
expected loss (losses expected at maturity), but the calculation method will take account of an
additional increase in credit risk;
-
Interest revenue is recognized in profit or loss using an effective interest rate applied to the net
carrying value of the asset (after impairment).
A financial instrument is considered as defaulted when one or more events occur with a detrimental effect
on its future estimated cash flows. Indications of impairment include any credit event corresponding to one
of the following situations:
-
-
-
Probable or certain risk of non-collection: 61 days of unpaid amounts;
Confirmed counterparty risk: over indebtedness procedure;
Close-out netting.
The default definition hereby used is in accordance with the definition of default as defined by the European
Banking Authority.
Expected credit losses correspond to the present value of the difference between the contractual cash flows
and those that the Group expects to receive, which are calculated on the basis of estimations relying on the
probability of realistically achievable scenarios, under circumstances existing at the reporting date, and the
macro-economic forecasts available (without having to incur unreasonable costs or efforts to obtain them).
These credit losses are calculated on the maximum contractual period (including options for extension)
during which the Group is exposed to the credit risk.
Purchased or originated credit-impaired financial assets
In some cases, financial assets are credit-impaired at their initial recognition. For these assets, the effective
interest rate is calculated taking into account the lifetime expected credit losses in the initial estimated cash
flows. Any change in lifetime expected credit losses since initial recognition, positive or negative, is
recognized as a loss allowance adjustment in profit or loss.
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Write-off
Financial assets are derecognized when there is no reasonable expectation of recovering a financial asset
in its entirety or a portion thereof. This is generally the case when the Group determines that the borrower
does not have assets or sources of income that could generate sufficient cash flows to repay the amounts
subject to the write-off. This assessment is carried out at the individual asset level.
The Group does not allow modifications of financial assets. Once a financial asset has been written off, it is
not subject to reinstatement. Any subsequent recoveries of previously written-off amounts are recognized
when cash is received and included in ‘impairment losses on financial instruments’ in the statement of profit
or loss.
Presentation of allowance for ECL in the consolidated statement of financial position
Loss allowances for ECL are presented in the consolidated statement of financial position as a deduction
from the gross carrying amount of the corresponding assets.
4.1.1 Credit quality analysis
The following tables set out information about the credit quality of financial assets measured at amortised cost
and at FVOCI broken down by grade at origination for each reporting date. Unless specifically indicated, the
table represents gross carrying amounts of financial assets.
Loans and advances to customers at amortised cost
As at December 31, 2024
12-
month
PD
o/w
POCI
Stage 1
Stage 2
Stage 3
Total
(in € thousands)
ranges
Loans and advances to
customers at amortised cost
Grades A1-A3: Strong
0 to 3%
3 to 6%
55,901
95,060
1,637
2,424
9
59,961
Grades A4-A6: Satisfactory
35,935
21,009
80
152,003
Grades A7 and lower: Higher
risk
6 to 9%
52,069
203,030
(7,500)
45,616
83,188
61,759
85,191
606
695
159,444
371,409
(96,522)
274,888
Gross carrying amount
Loss allowance
(14,531)
68,657
(74,491)
10,700
(658)
37
Net carrying amount
195,530
As at December 31, 2023
12-
month
PD
o/w
POCI
Stage 1
Stage 2
Stage 3
Total
(in € thousands)
ranges
Loans and advances to
customers at amortised cost
Grades A1-A3: Strong
0 to 3%
66,139
1,988
1,115
9
69,243
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Grades A4-A6: Satisfactory
3 to 6%
6 to 9%
103,809
56,400
18,023
223
178,232
Grades A7 and lower: Higher
risk
84,483
254,432
(9,851)
41,443
99,831
72,620
91,758
2,210
2,443
(2,300)
144
198,545
446,021
(106,674)
339,347
Gross carrying amount
Loss allowance
(16,159)
83,672
(80,664)
11,094
Net carrying amount
244,581
Loans and advances to customers at FVOCI
As at December 31, 2024
12-
month
PD
o/w
POCI
Stage 1
Stage 2
Stage 3
Total
(in € thousands)
ranges
Loans and advances to
customers at FVOCI
Grades A1-A3: Strong
0 to 3%
3 to 6%
215,813
100,955
3,436
13,760
333
668
233,009
159,521
Grades A4-A6: Satisfactory
31,011
27,555
Grades A7 and lower: Higher
risk
6 to 9%
61,082
377,850
(9,867)
5,791
45,976
80,423
(12,884)
2,037
52,894
94,210
(81,043)
1,633
1,022
2,023
(1,912)
9
159,952
552,482
(103,794)
9,461
Gross carrying amount
Loss allowance
Fair value adjustment
Net carrying amount
373,774
69,576
14,800
120
458,150
As at December 31, 2023
12-
month
PD
o/w
POCI
Stage 1
Stage 2
Stage 3
Total
(in € thousands)
ranges
Loans and advances to
customers at FVOCI
Grades A1-A3: Strong
0 to 3%
3 to 6%
237,624
96,597
3,779
31,022
861
272,425
160,512
Grades A4-A6: Satisfactory
26,737
37,178
1,098
Grades A7 and lower: Higher
risk
6 to 9%
68,697
402,918
(12,844)
(2,869)
48,535
79,051
(13,556)
1,886
82,120
150,320
(129,791)
2,173
1,791
3,750
(3,402)
52
199,352
632,289
(156,192)
1,190
Gross carrying amount
Loss allowance
Fair value adjustment
Net carrying amount
387,204
67,381
22,702
401
477,287
Loans and advances to financial institutions
Loans and advances to financial institutions comprise on-call deposits and their PD is nearly zero.
4.1.2 ECL methodology and amounts arising from ECL
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Significant increase in credit risk
When determining whether the risk of default on a financial instrument has increased significantly since initial
recognition, the Group considers reasonable and supportable information that is relevant and available without
undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
Groups historical experience and expert credit assessment and including forward-looking information.
The objective of the assessment is to identify whether a significant increase in credit risk has occurred for an
exposure by comparing:
-
-
The probability of default (PD) as at the reporting date; with
The PD for this point in time that was estimated at the time of initial recognition of the exposure
(adjusted where appropriate for changes in prepayment expectations).
The Group uses three criteria in determining whether there has been a significant increase in credit risk:
-
-
-
A quantitative test based on movement in PD;
Qualitative indicators; and
A backstop of 30 days past due.
Credit risk grades
The Group allocates each exposure to a credit risk grade based on a variety of data that is determined to be
predictive of the risk of default and applying experienced credit judgement. Credit risk grades are updated
twice a year and defined using (i) qualitative factors such as incidence of change in macroeconomic conditions
on grading since origination and (ii) quantitative factors based on borrowers’ behaviour. These factors are
indicative of risk of default.
Credit risk grades are defined and calibrated such that the risk of default occurring increases as the credit risk
grade deteriorates. Each exposure is allocated to a credit risk grade on initial recognition based on available
information about the borrower. Exposures are subject to ongoing monitoring, which may result in an exposure
being moved to a different credit risk grade. The monitoring typically involves use of the following data.
Grading
12-month weighted-average PD
Grades A1-A3: Strong
Grades A4-A6: Satisfactory
Grade A7 and lower: Higher risk
Credit impaired
0 to 3%
3 to 6%
6 to 9%
100%
Generating the term structure of PD
Credit risk grades are a primary input into the determination of the term structure of PD for exposures. The
Group collects performance and default information about its credit risk exposures analysed by jurisdiction or
region and by type of product and borrower as well as by credit risk grading. The Group employs statistical
models to analyse the data collected and generate estimates of the remaining lifetime PD of exposures and
how these are expected to change as a result of the passage of time.
Determining whether credit risk has increased significantly
The Group assesses whether credit risk has increased significantly since initial recognition at each reporting
date.
As a general indicator, the credit risk of a particular exposure is deemed to have increased significantly since
initial recognition if, based on the Group’s quantitative modelling, the change in annualised lifetime PD since
initial recognition is greater than 300 basis points (bps).
Incorporation of forward-looking information
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The Group incorporates forward-looking information into both the assessment of whether the credit risk of an
instrument has increased significantly since its initial recognition and the measurement of ECL. The Group
formulates three economic scenarios:
-
Baseline Scenario: The central or most likely forecast of economic conditions based on current
data and expected trends. The central scenario is aligned with information used by the Group for
other purposes such as strategic planning and budgeting.
-
-
Upside Scenario: A more optimistic scenario that assumes favourable economic conditions and
improved borrower performance. This scenario typically leads to an improvement in default and
recovery rate.
Downside Scenario: A pessimistic scenario that assumes adverse economic conditions, higher
risk of borrower default, and worsened financial performance. This scenario typically leads to a
deterioration in default and recovery rate.
The link between these macroeconomic scenarios and the ECL measurement is primarily established through
modelling default, recovery and prepayment probabilities as well as adjustments to migration matrices of stage
definition. This allows for the measurement of expected losses for each scenario.
Each scenario is assigned a probability of occurrence and the weighted average of the ECL from these
scenarios is used to determine the impairment allowance for financial assets measured at amortised cost and
FVOCI.
External information considered includes economic data and forecasts published by governmental bodies and
monetary authorities in the countries where the Company operates.
Younited has a long observable track record in France where it has been operating since 2011, and is hence
using macro-economic forecast, published by the Banque de France, to establish its scenarios and assess
potential ECL impacts.
The table below lists the macroeconomic assumptions used in the base case scenarios over the forecast
period, on France.
Actuals(1)
2024
1.1%
1.8%
7.4%
18.0%
Forecasts(1)
2026
2025
1.2%
1.7%
7.9%
17.0%
2027
1.3%
1.9%
7.4%
16.4%
GDP
Inflation
Unemployment rate
Savings rate
(1) Source: Banque de France
1.6%
1.7%
7.6%
17.0%
Baseline scenario
In the baseline scenario, we assume a slow economic recovery in 2025 and 2026 supported by decreasing
unemployment and real wage moderate growth. The geopolitical tensions remain contained without further
escalation, and central banks gradually ease monetary policy in 2025.
-
GDP: Growth is expected to be modest in 2025, burdened by political uncertainties, slowing down
household consumption. A rebound is expected in 2026 driven by more favourable financial
conditions allowing an increase of private investment.
-
-
Inflation: Inflation is projected to decline driven by a downward trend of energy and food prices (with
a slower decrease in service prices and industrial goods).
Unemployment rate: The unemployment rate is anticipated to increase in 2025 due to the delayed
effect of post-Covid economic slowdown and productivity loss. The unemployment rate is expected
to decrease starting in 2026, particularly due to the end of labour hoarding in certain sectors.
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-
Consumer Savings: Consumer savings rates are expected to remain at high levels in 2026,
reflecting cautious consumer spending due to economic uncertainty and high inflation, then slightly
decreasing as households’ purchasing power recovers .
Upside Scenario
The upside scenario envisions a stronger economic recovery driven by improved consumer confidence, robust
fiscal support, and easing of supply constraints. This scenario assumes that the central banks successfully
manage to reduce inflation without triggering a recession .
-
GDP: GDP growth accelerates, primarily driven by a faster decline in inflation that boosts consumer
confidence and spending. This is supported by a stronger recovery in global trade within the EU,
and more aggressive monetary policy easing by the ECB as inflation comes under control. The
resolution of current geopolitical tensions significantly improves business sentiment and investment
outlook .
-
-
Inflation: Inflation falls more rapidly than expected, driven by a combination of stabilizing energy
prices, improved supply chain efficiency, and a stronger euro reducing import costs .
Unemployment rate: The labour market shows more resilient improvement. This is achieved through
increased business investment in productivity-enhancing technologies and successful
implementation of labour market reforms. The economy adapts more quickly to post-Covid structural
changes, creating new employment opportunities across sectors .
-
Consumer Savings: Consumer behavior shifts more positively. This reflects restored consumer
confidence, release of pent-up demand, and improved real wage growth, all contributing to a
virtuous cycle of economic expansion .
Downside Scenario
In the downside scenario, the geopolitical and economic uncertainties materialize: the economic environment
deteriorates due to escalated geopolitical tensions, a deeper energy crisis, or a sharp tightening of financial
conditions. This scenario reflects a significant shock to the economy, resembling a severe recession.
-
GDP: GDP growth stalls in 2025-2026, undermined by political turmoil, fear of a debt crisis and
renewed geopolitical tensions affecting trade and energy prices. The persistent impact of high
interest rates weighs heavily on business investment, while weaker global demand, particularly from
key trading partners, hampers export growth.
-
Inflation: Inflation remains elevated 2025. This persistence stems from new energy price shocks
and continued supply chain disruptions. A rise in global commercial tensions, marked by the Trump
administration's aggressive trade policies and retaliatory tariffs, leads to higher import costs across
multiple sectors. A weaker euro further compounds these pressures by increasing import costs,
forcing the ECB to maintain a tighter monetary stance for longer.
-
-
Unemployment rate: Extended business uncertainty leads to delayed hiring decisions, while
accelerated automation in response to cost pressures displaces workers in traditional sectors.
Structural changes in key industries like retail and tourism create additional employment challenges.
Consumer Savings: Consumer caution intensifies, reflecting heightened economic uncertainty,
reduced real disposable income, and a general reluctance to make major purchasing decisions. The
combination of these factors creates a self-reinforcing cycle of weak demand and economic
stagnation.
Scenario weighting
Younited has taken a balanced approach in its scenario weighting, reflecting a rather cautious outlook for
economic recovery tempered by awareness of potential downside risks.
The scenario probability weightings applied in measuring ECL are as follows:
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As at December 31, 2024
Upside
Central
Downside
Scenario probability weighting
0%
50%
50%
Sensitivity of ECL to future economic conditions
Predicted relationships between the key indicators and default and loss rates of financial assets have been
considered based on analysing historical data over the past 10 years.
The ECL are sensitive to judgements and assumptions made regarding formulation of forward-looking
scenarios and how such scenarios are incorporated into the calculations. Management performs a sensitivity
analysis on the ECL recognized on material classes of its assets.
The table below shows the loss allowance for ECL on loans and advances to customers assuming each
forward-looking scenario (e.g. central, upside and downside) were weighted 100%. For ease of comparison,
the table also includes the probability-weighted amounts that are reflected in the financial statements.
As at December 31, 2024
Probability-
Upside
Central
Downside
(in € thousands)
weighted
Gross carrying amount
Loss allowance
Proportion of assets in Stage 2
923,891
(181,861)
16%
923,891
(194,023)
16%
923,891
(206,607)
16%
923,891
(200,315)
As at December 31, 2023
Probability-
weighted
1,078,309
(262,866)
Upside
Central
Downside
(in € thousands)
Gross carrying amount
Loss allowance
Proportion of assets in Stage 2
1,078,309
(239,878)
17%
1,078,309
(254,972)
17%
1,078,309
(270,760)
17%
Measurement of ECL
The key inputs into the measurement of ECL are the term structure of the following variables:
-
-
-
Probability of default (PD);
Loss given default (LGD); and
Exposure at default (EAD).
ECL for exposures in Stage 1 are calculated by multiplying the 12-month PD by LGD and EAD. ECL for
exposures in stage 2 are calculated by multiplying the lifetime PD by LGD and EAD. ECL for exposures in
stage 3 are calculated by multiplying LGD by EAD. The methodology for estimating PDs is discussed above
under the heading ‘Generating the term structure of PD’.
LGD is the magnitude of the likely loss if there is a default. The Group estimates LGD parameters based on
the history of recovery rates of claims against defaulted counterparties. The LGD models consider the structure
and the seniority of the claim. LGD estimates are recalibrated for different economic scenarios. They are
calculated on a discounted cash flow basis using the effective interest rate as the discounting factor.
EAD represents the expected exposure in the event of a default. The Group derives the EAD from the current
exposure to the counterparty and potential changes to the current amount arising from amortisation. The EAD
of a financial asset is its gross carrying amount at the time of default.
As described above, and subject to using a maximum of a 12-month PD for Stage 1 financial assets, the Group
measures ECL considering the risk of default over the maximum contractual period over which it is exposed
to credit risk.
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Loss allowance
The following tables show reconciliations from the opening to the closing balance of the loss allowance by
class of financial instrument.
Loss allowance on loans and advances to customers at amortised cost
2024
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at
amortised cost
Balance at January 1
Transfer to Stage 1
Transfer to Stage 2
Transfer to Stage 3
9,851
16,159
(3,241)
1 921
80,664
106,674
3 830
(1,407)
(875)
(589)
(514)
5 579
-
-
-
(4,704)
Financial assets that have been derecognized
(95)
(313)
(32,157)
(32,565)
New financial assets originated or purchased
o/w originated
2,546
2,546
-
662
662
-
995
995
-
4,204
4,204
-
o/w purchased
Net remeasurement of loss allowance
Balance at December 31
(4,803)
7,500
(1,978)
14,531
24,989
74,491
18,209
96,522
2023
(in € thousands)
Stage 1
Stage 2
Stage 3
Total
Loans and advances to customers at
amortised cost
Balance at January 1
12,047
4 756
(2,081)
(1,202)
21,266
(4,512)
2 798
45,839
(243)
(717)
79,152
Transfer to Stage 1
-
-
-
Transfer to Stage 2
Transfer to Stage 3
(7,052)
8 254
Financial assets that have been derecognized
196
(62)
(2,954)
(2,820)
New financial assets originated or purchased
o/w originated
5,232
4,834
398
2,595
1,904
690
1,438
418
1,020
9,265
7,156
2,108
o/w purchased
Net remeasurement of loss allowance
(7,624)
(7,639)
36,341
21,077
Balance at December 31
9,851
16,159
80,664
106,674
Loss allowance on loans and advances to customers at FVOCI
2024
(in € thousands)
Loans and advances to customers at FVOCI
Balance at January 1
Stage 1
12,844
Stage 2
Stage 3
Total
13,556
(2,587)
1 349
129,791
-
156,192
Transfer to Stage 1
Transfer to Stage 2
Transfer to Stage 3
2 587
(1,083)
(720)
-
-
-
(266)
4 783
(4,063)
Financial assets that have been derecognized
(1,355)
(148)
(81,949)
(83,452)
New financial assets originated or purchased
o/w originated
6,460
5,921
539
3,388
2,248
1,140
15,542
2,329
13,213
25,389
10,497
14,892
o/w purchased
Net remeasurement of loss allowance
(8,082)
(3,912)
17,659
5,665
Balance at December 31
9,867
12,884
81,043
103,794
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2023
(in € thousands)
Loans and advances to customers at FVOCI
Balance at January 1
Stage 1
15,122
Stage 2
Stage 3
Total
9,133
(3,238)
2 624
102,742
(349)
126,997
Transfer to Stage 1
Transfer to Stage 2
Transfer to Stage 3
3 587
(2,191)
(1,021)
-
-
-
(433)
7 820
(6,800)
Financial assets that have been derecognized
(1,316)
(3,122)
(2,121)
(6,559)
New financial assets originated or purchased
o/w originated
9,833
9,497
336
5,275
2,653
2,622
972
720
252
16,080
12,870
3,210
o/w purchased
Net remeasurement of loss allowance
(10,795)
2,271
28,198
19,674
Balance at December 31
12,844
13,556
129,791
156,192
The following table provides a reconciliation between:
-
amounts shown in the above tables reconciling opening and closing balances of loss allowance for
ECL per class of financial instrument; and
-
the ‘impairment losses on financial instruments’ line item in the consolidated statement of profit or
loss.
Twelve-month period ended December 31, 2024
Loans and advances to
customers at amortised cost
Loans and advances to
customers at FVOCI
(in € thousands)
Total
(116,017)
Derecognized financial assets
(32,565)
(83,452)
New financial assets originated
or purchased
18,209
5,665
23,874
Net remeasurement of loss
allowance
4,204
(10,152)
32,078
25,389
(52,398)
86,654
29,593
(62,550)
118,732
Write-offs
Non-performing loans
purchased
-
(9,680)
(9,680)
Impairment losses on financial
instrument
21,926
24,576
46,502
Twelve-month period ended December 31, 2023
Loans and advances to
customers at amortised cost
Loans and advances to
customers at FVOCI
(in € thousands)
Total
Derecognized financial assets
(2,820)
(6,559)
(9,378)
New financial assets originated
or purchased
9,265
16,080
25,345
Net remeasurement of loss
allowance
21,077
27,522
1,238
-
19,674
29,195
659
40,751
56,718
1,897
Write-offs
Non-performing loans purchased
(724)
(724)
Impairment losses on financial
instrument
28,760
29,130
57,890
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Credit-impaired financial assets
The following table sets out a reconciliation of changes in the net carrying amount of credit impaired loans and
advances to customers.
2024
11,094
2023
(in € thousands)
Credit-impaired loans and advances to customers at January 1 at
amortised cost
9,613
(346)
(14)
Net repayments
(593)
(3,444)
(1,067)
7,469
Disposals
Declassified as credit-impaired during the year
Classified as credit-impaired during the year
Change in ECL allowance
(622)
11,665
(9,202)
(2,758)
Credit-impaired loans and advances to customers
at December 31 at amortised cost
10,700
11,094
(in € thousands)
2024
2023
Credit-impaired loans and advances to customers at January 1 at
FVOCI
22,702
(861)
19,958
(2,151)
(99)
Net repayments
Disposals
(11,771)
(1,133)
8,158
Declassified as credit-impaired during the year
Classified as credit-impaired during the year
Net remeasurement of fair value
(879)
5,249
624
(2,296)
Credit-impaired loans and advances to customers at December
31at FVOCI
14,800
22,702
4.1.3 Concentration of credit risk
The Group monitors concentrations of credit risk by customer profiles and by geography. An analysis of
concentrations of credit risk from loans and advances to customers is shown below.
As at December 31,
(in € thousands)
Net carrying amount
Concentration by sector
Retail (unsecured)
Concentration by location
France
2024
2023
733,038
816,634
733,038
816,634
266,828
191,007
115,642
70,288
197,266
278,270
142,506
78,030
Italy
Spain
Portugal
89,273
120,562
Germany
733,038
816,634
YOUNITED FINANCIAL
22
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
An analysis of concentration of credit risk from cash and cash equivalents is presented below.
As at December 31,
(in € thousands)
2024
2023
Line items included in Cash and Cash equivalents
Cash, due from central banks
Loans and advances to financial institutions
Total Cash and Cash equivalents
Concentration by location
France
193,433
83,413
236,756
73,525
276,846
310,281
258,450
18,396
310,281
-
Other
276,846
310,281
4.2 Liquidity risk
For information on the Group’s “Financial risk management framework”, see Note 23.
4.2.1 Exposure to liquidity risk
The key measure used by the Group for managing liquidity risk is the coverage of net liquid assets to deposits
from customers and short-term funding. For this purpose, ‘net liquid assets’ includes cash and cash equivalents
and investment-grade debt securities for which there is an active and liquid market. ‘Deposits from customers
and short-term funding’ includes deposits from banks, customers, other borrowings and commitments maturing
within the next month.
Details of the reported Group net liquid assets at the reporting date and during the reporting period were as
follows:
As at December 31,
(in € thousands)
At closing
2024
276,846
2023
310,281
Average for the year
Maximum for the year
Minimum for the year
264,552
352,479
178,410
249,923
310,281
137,922
The coverage in amounts is detailed in the note thereafter.
YOUNITED FINANCIAL
23
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
4.2.2 Maturity analysis for financial liabilities and financial assets
The following tables set out the remaining contractual maturities of the Group’s financial liabilities and financial
assets.
As at December 31, 2024
Gross
nominal
inflow
Less
than 1
month
More
than 5
years
Carrying
amount
1 - 3
months
3 months
- 1 year
1 - 5
years
(in € thousands)
Financial assets
Cash, due from
central banks
193,433
86,837
193,433
86,837
193,433
86,837
-
-
-
-
-
-
-
-
Financial assets at
FVTPL
Loans and
advances to
financial
institutions
83,413
83,413
83,413
-
-
-
-
Loans and
advances to
customers
733,038
81,870
810,468
84,905
28,432
1,791
58,233
15,417
223,452
33,961
474,818
33,654
25,534
82
Other assets
Incl. Contract
assets
41,270
44,304
1,360
2,719
12,236
27,908
82
Total
1,178,591 1,259,056
393,906
73,650
257,413
508,472
25,616
Financial liabilities
Financial liabilities
at FVTPL
12,181
60,611
12,181
65,480
12,181
1,585
-
-
-
-
-
Loans from
financial
institutions
3,125
13,119
47,652
Deposits from
deposit holders
832,722
79,846
860,465
80,202
15,107
44,586
177,503
24,171
326,203
1,950
341,651
9,495
-
-
Other liabilities
Incl. Lease
liabilities
13,005
13,361
954
962
1,950
9,495
-
Total
985,360 1,018,327
73,459
204,799
341,271
398,798
-
YOUNITED FINANCIAL
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As at December 31, 2023
Gross
nominal
inflow
Less
than 1
month
3
More
than 5
years
Carrying
amount
1 - 3
months
1 - 5
years
months
- 1 year
(in € thousands)
Financial assets
Cash, due from
central banks
236,756
135,403
236,756
135,403
236,756
135,403
-
-
-
-
-
-
-
-
Financial assets at
FVTPL
Loans and advances
to financial
institutions
73,525
73,525
73,525
-
-
-
-
Loans and advances
to customers
816,634
85,537
911,933
87,819
28,907
1,547
58,580
16,943
231,093
30,366
554,296
38,856
39,057
106
Other assets
Incl. Contract
assets
48,457
50,739
1,368
2,737
12,316
34,317
-
Total
1,347,854 1,445,434
476,137
75,523 261,459 593,152
39,163
Financial liabilities
Financial liabilities
at FVTPL
-
-
-
-
-
-
-
-
Loans from financial
institutions
60,033
65,730
1,219
2,429
10,742
51,340
Deposits from
deposit holders
1,126,252 1,165,616
9,901
101,472
19,843
503,098
2,004
551,145
12,807
-
-
Other liabilities
68,840
69,394
34,740
Incl. Lease
liabilities
16,133
16,687
927
949
2,004
12,807
-
Total
1,255,125 1,300,740
45,860 123,744 515,844 615,292
-
The amounts stated above relates to financial instruments and have been compiled based on their
undiscounted cashflows.
The Group’s expected cash flows on some financial assets and financial liabilities vary significantly from the
contractual cash flows. The principal differences are as follows:
-
Loans and advances to customers have an original contractual maturity of between 5 and 7 years
but an average duration of less than two years because customers take advantage of early
repayment options.
-
Subscription rate of insurance contracts, extinguishment of insurance contracts and early repayment
on loans behaviour of consumers have impacts on the timing and magnitude of contractual cash
flows of insurance brokerage fees.
The following table sets out the carrying amounts of financial assets and financial liabilities expected to be
recovered or settled less than 12 months after the reporting date.
YOUNITED FINANCIAL
25
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
As at December 31,
(in € thousands)
2024
2023
Financial assets
Cash, due from central banks
Financial assets at FVTPL
Loans and advances to financial institutions
Loans and advances to customers
Other assets
193,433
236,756
86,837
83,413
310,117
51,169
16,314
135,403
73,525
311,020
48,667
16,233
Incl. Contract assets
Total
724,968
805,370
Financial liabilities
Financial liabilities at FVTPL
Deposits from financial institutions
Deposits from deposit holders
Other liabilities
12,181
18,662
518,813
64,008
3,698
-
14,390
614,471
53,534
3,667
Incl. Lease liabilities
Total
613,664
682,395
The following table sets out the carrying amounts of financial assets and financial liabilities expected to be
recovered or settled more than 12 months after the reporting date.
As at December 31,
(in € thousands)
2024
2023
Financial assets
Loans and advances to customers
Other assets
422,921
505,614
30,702
24,956
36,870
32,224
Incl. Contract assets
Total
453,623
542,484
Financial liabilities
Deposits from financial institutions
Deposits from deposit holders
Other liabilities
41,949
313,909
15,838
9,307
45,643
511,781
15,306
Incl. Lease liabilities
Total
12,466
371,696
572,730
4.2.3 Liquidity reserves
As part of the management of liquidity risk arising from financial liabilities, the Group holds at all times enough
liquid assets comprising cash and cash equivalents, which can be readily sold to meet liquidity requirements
to cover a short-term stressed outflows scenario. In addition, the Group maintains agreed and committed lines
of credit with other banks and holds unencumbered assets eligible for use as collateral for drawing on those
credit lines (these amounts are referred to as the ‘Group’s liquidity reserves’).
The following table sets out the components of the Group’s liquidity reserves.
YOUNITED FINANCIAL
26
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Liquidity reserves
As at December 31,
2024
2023
Carrying
amount
Carrying
amount
Fair value
Fair value
(in € thousands)
Cash, due from central banks
Loans and advances to financial institutions
Undrawn credit lines granted
193,433
83,413
74,480
28,633
193,433
83,413
74,480
28,633
236,756
73,525
55,010
27,805
236,756
73,525
55,010
27,805
Other assets eligible to HQLA
Total liquidity reserves
379,960
379,960
393,095
393,095
(1) High Quality Liquid Assets
4.3 Market risk
For the definition of market risk and information on how the Group manages the market risks, see Note 23
“Financial Risk Management - Market risk”.
The sole type of market risk to which the Group is exposed is the interest rate risk. The Group is not exposed
to any customer concentration risk and the countries in which it operates are deemed politically stable.
Loans and advances to customers at amortised costs are at a fixed interest rate. Prepayment penalties are
designed to cover the unpaid interest over the remaining maturity of the loan at the time of prepayment, which
consequently prevents arbitrage opportunities in case of interest rate fluctuations. Deposits from deposit
holders also are at fixed interest rate, although with no option for early repayment.
Given the information above, the Group considers that loans and advances to customers at amortised cost
and deposits from deposit holders are not subject to material interest rate risk.
The following table sets out the allocation of assets and liabilities subject to interest rate risk:
As at December 31,
2024
2023
(in € thousands)
Assets
Financial assets at FVTPL
86,837
135,403
Loans and advances to customers at FVOCI
Loans and advances to customers at amortized cost
458,150
274,888
477,287
339,347
Total
819,875
612,690
Liabilities
Financial liabilities at FVTPL
12,181
-
Total
12,181
-
Financial assets at FVTPL are investment securities which consist of shares of HQLA fund and securitisation
fund. The shares issued by these securitisation funds are redeemable within the next 7 business days following
their issuance. Exposure to interest rate risk is therefore minor.
A sensitivity analysis regarding loans and advances to customers at FVOCI is disclosed in note 6.
YOUNITED FINANCIAL
27
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4.4 Capital management
The Autorité de Contrôle Prudentiel et de Résolution (‘ACPR’), Younited S.A.’s lead regulator, sets and
monitors capital requirements for the Group.
The ACPR adopted the Basel III capital requirements with effect from 1 January 2015. Younited S.A. reports
to the ACPR on the basis of Younited S.A. statutory financial statements under French generally accepted
accounting principles.
Younited S.A. uses the Standard Approach (SA) for the evaluation of its risk-weighted assets for credit risk
and its operational risk obligations.
Younited S.A.’s regulatory capital consists only of Common Equity Tier 1 capital. The later includes ordinary
share capital, related share premiums, retained earnings and reserves after adjustment for dividends proposed
after the year end and deductions for intangible assets and other regulatory adjustments relating to items that
are included in equity but are treated differently for capital adequacy purposes.
The lead regulator’s approach to the measurement of capital adequacy is primarily based on monitoring the
relationship of the capital resources requirement to available capital resources. The lead regulator sets Pillar
2 Guidance (P2G) and Pillar 2 Requirements (P2R) for each bank and banking group in excess of the minimum
capital resources requirement of 8%. The P2G is determined by the combination of a quantitative stress-test
that is reviewed and adapted during a process determined by the European Banking Authority (EBA) and the
P2R is the result of the SREP (“Supervisory Review and Evaluation Process”) as evaluated and reviewed by
the ACPR.
Note 5
Operating segments
Pursuant to IFRS 8, operating segments are components of a group for which discrete financial information
is available and whose operating results are regularly reviewed by the chief operating decision maker
("CODM") to assess performance and allocate resources.
According to IFRS 8, segment information is based on internal management information used by the Board of
Directors, the Group's operating decision-maker. The Group is managed on a basis reflecting its global activity
which is then classified as a single operating segment.
The table below sets out a breakdown of assets and liabilities of the Group by country. Such breakdown is not
representative of segment information and only corresponds to geographical areas where our branches are
located.
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28
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
As at December 31,
(in € thousands)
Assets
2024
2023
France
698,558
745,799
295,264
151,077
122,497
84,336
-
Italy
212,379
125,810
71,634
Spain
Germany
Portugal
Others
97,671
18,396
TOTAL ASSETS
Liabilities
France
1,224,448
1,398,973
(943,872)
(11,147)
(2,525)
(1,245,488)
(9,432)
(2,072)
3,164
Italy
Spain
Germany
Portugal
Others
(2,186)
4,023
(1,763)
-
(30,268)
(985,975)
TOTAL LIABILITIES
(1,255,591)
The table below sets out a breakdown of revenue of the Group by country. Such breakdown is not
representative of segment information and only corresponds to geographical areas where our branches are
located.
As at December 31,
(in € thousands)
France
2024
2023
45,227
24,493
13,705
6,511
46,418
29,658
14,993
3,652
7,033
-
Italy
Spain
Germany
Portugal
Others
4,479
256
Total Revenue
94,671
45,563
101,755
42,886
Including Income from other activities
YOUNITED FINANCIAL
29
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
Note 6
Fair value of financial instruments
6.1 Determining fair value of financial instruments
IFRS 13 ‘Fair-value measurement’ defines fair value as “the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date”.
At initial recognition of a financial asset or liability, its fair value is assumed to be the transaction price.
During subsequent measurements, the standard recommends giving priority to quoted prices in active markets
to determine the fair value of a financial asset or liability, or, if these data are not available, to valuation
techniques based on observable market inputs.
An active market is defined as one in which transactions take place for the asset or liability with sufficient
frequency and trading volume to provide continuous price information. In application of this definition, a market
will be considered as active if the prices are easily and regularly available from a stock market, broker, trader,
negotiator or regulatory agency, and if these prices represent actual and regular transactions on the market
under normal competitive conditions.
In the absence of an active market, the most commonly used valuation techniques include reference to recent
transactions in a normal market context, the fair values of similar instruments, discounted cash flow models
and option pricing models, or the use of internal models in the case of valuations based on meaningful
unobservable inputs of the value of the instruments concerned.
For the needs of financial reporting, IFRS 13 ‘Fair-value measurement’ introduces a three-level fair value
hierarchy, based on the decreasing order of observability of the values and parameters used for valuation.
Some instruments can use inputs available at several levels, in which case the fair value measurement is
categorised at the lowest level input that is significant to the entire measurement, based on the application of
judgment.
Level 1: fair value is determined using quoted prices in an active market that are immediately accessible and
directly usable.
Level 2: the instruments are measured using valuation techniques whose significant inputs are observable on
the markets, directly (prices) or indirectly (derived from prices).
Level 3: this level includes the instruments valued on the basis of significant parameters that are not
observable on the markets, for example in the absence of liquidity of the instrument, risks inherent in
measurement model or in the inputs used. Unobservable inputs shall be the subject of internal assumptions
that best reflect the assumptions that market participants would use when pricing the asset or liability.
Developing these assumptions calls for judgment.
Investment securities measured at FVTPL are ranked level 1, while loans and advances to customers are
categorised in level 3.
The following table provides the breakdown of financial instruments measured at fair value at each reporting
date, by their level in the fair value hierarchy. The amounts are based on the values recorded in the
consolidated statement of financial position.
YOUNITED FINANCIAL
30
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
As of December 31, 2024
Level 1
Level 3
Total
(in € thousands)
Loans and advances to customers at FVOCI
Retail customers
-
458,150
458,150
Financial assets at FVTPL
Financial assets at FVTPL
Financial liabilities at FVTPL
Public warrants
86,837
-
86,837
-
-
5,883
6,298
5,883
6,298
Sponsor warrants
Total
86,837
470,331
557,168
As of December 31, 2023
Level 1
Level 3
Total
(in € thousands)
Loans and advances to customers at FVOCI
Retail customers
-
477,287
477,287
Financial assets at FVTPL
Financial assets at FVTPL
Total
135,403
-
135,403
612,690
135,403
477,287
Financial assets not measured at fair value and included in captions Cash due from Central Banks, Loans and
advances to financial institutions and other assets consist of short-term instruments which fair value
approximate their net carrying amount due to their short-term nature.
6.2 Level 3 fair value measurements
6.2.1 Reconciliation
The following table shows a reconciliation from the beginning to the ending balances of financial instruments
measured at fair value:
2024
Loans and
advances to
customers at
FVOCI
Financial
liabilities at
FVTPL
Total
(in € thousands)
Balance at January 1
Amortisation and Depreciation
Originated or purchased
Derecognized
477,287
-
-
477,287
(165,593)
230,184
(92,009)
8,281
(165,593)
242,365
(92,009)
8,281
12,181
-
-
FV remeasurement
Balance at December 31
458,150
12,181
470,331
Total gains or losses recognized in profit or
loss
(2,898)
8,281
-
-
(2,898)
8,281
Net change in FVOCI
YOUNITED FINANCIAL
31
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
2023
Loans and
advances to
customers at
FVOCI
Financial
liabilities at
FVTPL
Total
(in € thousands)
Balance at January 1
Amortisation and Depreciation
Originated or purchased
Derecognized
566,425
-
-
-
-
-
566,425
(222,366)
229,082
(117,196)
21,342
(222,366)
229,082
(117,196)
21,342
FV remeasurement
Balance at December 31
477,287
-
477,287
Total gains or losses recognized in profit or
loss
5,318
-
-
5,318
Net change in FVOCI
16,024
16,024
6.2.2 Unobservable inputs used in measuring fair value
The following table sets out information about significant unobservable inputs in measuring financial
instruments categorised as Level 3 in the fair value hierarchy:
As at December 31, 2024
Significant
unobservable
input
Effect on OCI
Effect on P&L
Sensitivity
performed
Valuation
method
Value
Upward Downward Upward Downward
Credit risk-
adjusted
discount rate
+/- 100
bps
Loans and
advances to
customers at
FVOCI
6.4%
6,775
(6,539)
-
-
Discounted
cash flow
Total
6,775
(6,539)
-
-
Underlying
FV
Black-
scholes
Option
Pricing
Model
6.43
-
-
1,991
(1,836)
+/- 5%
Financial liabilities
at FVTPL
Unlevered
volatility
28.7%
-
-
887
(899)
+/- 1pp
Total
-
-
2,878
2,878
(2,734)
(2,734)
Total
6,775
(6,539)
As at December 31, 2023
Effect on OCI
Significant
unobservable
input
Effect on P&L
Sensitivity
performed
Valuation
method
Value
Upward Downward Upward Downward
December 31,
2023
Loans and
advances to
customers at
FVOCI
Credit risk-
adjusted
discount rate
Discounted
cash flow
+/- 100
bps
7.0%
7,597
(6,982)
-
-
Total
7,597
(6,982)
-
-
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32
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6.3 Financial instruments not measured at fair value
The following table sets out the fair values of financial instruments not measured at fair value and analyses
them by the level in the fair value hierarchy in which each fair value measurement is categorised:
As at December 31, 2024
Total
Valuation
technique
Significant
Total fair
value
Level 3
carrying
amount
unobservable input
(in € thousands)
Assets
Loans and advances to
customers at amortized
cost
Discounted
cash flow
Credit risk-adjusted
discount rate
274,913
274,913
274,888
Liabilities
Loans and deposits from
financial institutions
Discounted
cash flow
Discount rate
Discount rate
60,611
60,611
60,611
Deposits from deposit
holders
Discounted
cash flow
836,878
836,878
832,722
As at December 31, 2023
Total
carrying
amount
Valuation
technique
Significant
unobservable input
Total fair
value
Level 3
(in € thousands)
Assets
Loans and advances to
customers at amortized
costF
Discounted
cash flow
Credit risk-adjusted
discount rate
334,084
334,084
339,347
Liabilities
Loans and deposits from
financial institutions
Discounted
cash flow
Credit risk-adjusted
discount rate
60,033
60,033
60,033
Deposits from deposit
holders
Discounted
cash flow
Discount rate
1,163,485
1,163,485
1,126,252
Note 7
Net interest income
Interest income and expense are accounted for in profit or loss for all the financial instruments measured at
amortized cost and fair value through recyclable equity, using the effective interest rate method.
The “effective interest rate” is the rate that exactly discounts estimated future cash payments or receipts
through the expected life of the financial instrument in such a way as to obtain the gross carrying amount (or
amortized cost) of the financial asset (or liability).
The calculation of this rate takes into account of all the contractual terms of the financial instrument (e.g. early
repayment options, extension options, etc.) and includes all the commissions and costs received or paid that
are by nature an integral part of the effective rate, together with transaction costs, premiums, or discounts.
YOUNITED FINANCIAL
33
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In the particular case of purchased or originated credit-impaired financial assets, the effective interest rate
also takes into account the expected credit losses in estimations of future cash flows.
The tables below set out the breakdown of interest income and expense by underlying type of financial
instruments:
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Interest income
Cash, due from central banks
Financial assets measured at amortised cost
Financial assets measured at FVOCI
8,834
6,564
34,978
30,000
32,290
44,627
Total interest income
73,813
83,481
Interest expense
Financial liabilities measured at amortised cost
Total interest expense
(30,437)
(30,437)
43,375
(22,092)
(22,092)
61,389
Net interest income
Note 8
Net income from financial instruments at FVTPL
Income from financial instruments measured at fair value through profit or loss includes (i) changes in fair
value recognized in profit or loss as they arise (ii) interest income accrued on debt instruments measured at
FVTPL, (iii) dividends received on equity instruments measured at FVTPL, recognized in profit or loss when
the Group’s right to receive payment is established and (iv) realized gains and losses on disposal of these
financial instruments.
Fair value changes are measured in accordance with IFRS 13 Fair-value measurementas detailed in Note
6.
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Net income from financial instruments mandatorily measured at
FVTPL
Financial assets at FVTPL:
Shares in securitisation funds (SPV shares)
HQLA
2,835
2,638
197
2,799
2,471
327
Note 9
Revenue from contracts with customers
Income from other activities
Income from other activities is measured based on the consideration specified in a contract with a customer.
The Group recognises revenue when it transfers control over a service to a customer.
YOUNITED FINANCIAL
34
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
The following table provides information about the nature and timing of the satisfaction of performance
obligations in contracts with customers, including significant payment terms, and the related revenue
recognition policies.
Nature and timing of satisfaction of
performance obligations, including
significant payment terms
Type of
service
Revenue recognition policies
under IFRS 15
The Group sells access to the Younited
Credit platform to its B2B partners allowing
them to provide credit offers to their clients.
Such service is paid by the partners either
through a license fee or through a
transaction-based fee corresponding to a
percentage of the credit sold by the
partner.
Revenue from “Access to the
platform” is recognized over time
as the services are provided.
Revenue related to transactions is
recognized point in time when the
transaction takes place.
Access to
the platform
As part of the access to the Younited Credit
platform to its B2B partners, the Group
provides professional services surrounding
personalisation of the platform and/or
specific request to develop features to the
platform. Such services are invoiced on an
individual basis as the services are
delivered.
Revenue from “Professional
services” is recognized point in
time or over the duration of the
services delivered.
Professional
services
The Group offers insurance distribution
services whereby it acts as an intermediary
distributor between customers and an
insurance Group to sell insurance coverage
of the corresponding loans originated.
Younited does not assume any insurance
like risk. The Group receives fees as a
fixed percentage of monthly premium
payments as well as a portion of insurance
profit sharing from the insurance company.
Revenue from “Insurance
distribution services” is recognized
point in time as the brokerage
services are performed at the
inception of the loan contract.
Insurance
distribution
Leads sales consist in sales of leads to
Revenue from “Leads sales” is
Leads sales other financial institutions as Younited does recognized point in time when the
not cover this segment.
transaction takes place.
Income from subletting consists of renting a
part of the building that is not used by
Younited. As Younited retains substantially
all the risks and rewards of the leased
asset, the lease can be classified as an
operating lease.
Revenue from “Sub-rent income”
is recognized over time on the
lease duration contract.
Sub-rent
income
The group provides asset management
services. Such fees are calculated based
on a fixed percentage of the value of
assets managed.
Revenue from “SPV management”
is recognized over time on a
straight-line basis as the service is
provided
Asset
management
Trade receivables and Contract assets
The timing of income recognition may differ from the timing of customer invoicing. Receivables represent an
unconditional right to receive the contractual consideration. On the other hand, contract assets refer to
revenue amounts recognized under IFRS 15 ‘Revenue from contracts with customers’ but for which the right
to the contractual consideration is not yet acquired. Trade receivables and contract assets are included in
the Other assets line item in the consolidated statement of financial position.
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
9.1 Breakdown by type of service
Twelve-month period ended
December 31,
(in € thousands)
2024
12,112
2023
Access to the platform
Professional services
Insurance distribution
Leads sales
7,525
624
1,200
13,046
5,986
18,943
7,059
2,033
4,323
2,378
42,886
Sub-rent income
3,103
Asset management
Other
4,868
5,249
Total Income from other activities
45,563
9.2 Trade receivables and contract assets
As at December 31,
(in € thousands)
Trade receivables
Contract assets
2024
2023
15,732
41,270
16,044
48,563
Note 10
Personnel expense
Twelve-month period ended
December 31,
(in € thousands)
2024
(25,105)
2023
Wages and salaries
(25,260)
(8,480)
(2,882)
(45)
Social security contributions
Equity-settled share-based expenses(1)
(10,928)
(1,772)
(47)
Expenses related to post-employment defined benefit plans
Total Personnel Expense
(37,851)
(36,667)
(1) Equity settled share-based expenses are covered in Note 12.
10.1 Wages and salaries and social security contributions
Salaries and social expenses
Salaries and social expenses include all remuneration paid to employees during the period, together with the
related social security contributions. Personnel expenses are recognized in profit or loss as incurred. They
include wages, salaries, bonuses, paid leave, and other short-term employee benefits. Social security
contributions are recognized based on remuneration incurred and in accordance with the legal and contractual
obligations applicable in each jurisdiction where the Group operates. Paid leave and other short-term
employee benefits are accounted for using the accrual method and recognized as a liability when they are due
but not yet settled at the reporting date.
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
Wages and salaries expenses amounted to €25,105 thousands for the year ended December 31, 2024 as
compared to €25,260 for the year ended December 31, 2023. Social security contributions amounted to
€10,928 for the year ended December 31, 2024 as compared to €8,480 for the year ended December 31,
2023.
10.2 Defined benefit plans
Short-term employee benefits
Short-term employee benefits are expensed as the related service is provided. A liability is recognized for the
amount expected to be paid if the Group has a present legal or constructive obligation to pay this amount as
a result of past service provided by the employee and the obligation can be estimated reliably.
The Group’s net obligation under its sole defined benefit plan is calculated by estimating the amount of future
benefit that employees have earned in the current and prior periods, discounting that amount.
The calculation of defined benefit obligation is performed annually by a qualified actuary using the projected
unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is
limited to the present value of economic benefits available in the form of any future refunds from the plan or
reductions in future contributions to the plan. To calculate the present value of economic benefits,
consideration is given to any applicable minimum funding requirements.
Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, and the effect
of the asset ceiling (if any, excluding interest), are recognized immediately in OCI. The Group determines the
net interest expense on the net defined benefit liability for the period by applying the discount rate used to
measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit
liability, taking into account any changes in the net defined benefit liability during the period as benefit
payments. Net interest expense and other expenses related to defined benefit plans are recognized in
personnel expenses in profit or loss.
When the benefits of a plan are changed or when a plan is curtailed, the resulting change in benefit that relates
to past service or the gain or loss on curtailment is recognized immediately in profit or loss. The Group
recognises gains and losses on the settlement of a defined benefit plan when the settlement occurs.
The following table shows a reconciliation from the opening balances to the closing balances for the net defined
benefit liability and its components.
(in € thousands)
2024
2023
Evolution of employee benefits liability
As of January 1
(180)
(47)
(6)
(109)
(45)
(4)
Service cost
Interest expense
Actuarial gains or losses
As at December 31
48
(22)
(180)
(185)
Charge included in consolidated statement of profit or loss
Service cost
(47)
(6)
(45)
(4)
Interest expense
Expense for the year
(53)
(49)
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
Included in other comprehensive income
Effect of changes in financial assumptions
48
(22)
Actuarial assumptions
The following were the principal actuarial assumptions at the reporting date (expressed as weighted averages).
As at December 31,
2024
2023
Discount rate
3.4%
5%
3.2%
5%
Future salary growth
Retirement age
Mortality table
65 ans
65 ans
TH/F 00-02
TH/F 00-02
Note 11
Other operating expenses
Other operating expenses
Other operating expenses are recognized in profit or loss when incurred. They include external services, fees,
travel expenses, communication costs, office expenses, rental costs (when not accounted for as leases under
IFRS 16 ‘Leases’), insurance premiums, and other operational costs.
Expenses are recorded on an accrual basis, reflecting the consumption of services or the benefit received
during the period.
Twelve-month period ended
December 31,
(in € thousands)
2024
(33,790)
2023
(31,599)
General administrative expenses
Software licensing and other IT costs
Other expenses
(1,235)
(1,061)
(2,166)
(632)
-
Listing expense(1)
(29,934)
(66,020)
Total
(34,397)
(1) Listing expense is detailed in Note 3.
Note 12
Share-based payments arrangements
Share-based payments arrangements
In accordance with IFRS 2 Share-based payment, equity share-based payments are measured at the fair
value of the equity instruments granted at the grant date. The fair value is determined using appropriate
valuation models, taking into account the terms and conditions of the grant.
The fair value of the share-based payment is recognized as an expense in the income statement over the
vesting period when the service or performance conditions are fulfilled, with a corresponding increase in
equity. For share-based payments granted to non-employees, the expense is recognized over the period in
which the services are rendered or as the Group receives the benefit.
YOUNITED FINANCIAL
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
At each reporting date, the Group reassesses its estimates of the number of instruments expected to vest,
and any adjustments are recognized in profit or loss over the remaining vesting period.
No expense is recognized for awards that do not ultimately vest, except for awards where vesting is
conditional upon a market condition or a non-vesting condition.
Cash-settled share-based payment arrangements, if any, are measured at fair value at each reporting date,
with the corresponding liability recognized in the balance sheet and changes in fair value recognized in profit
or loss.
Twelve-month period ended
December 31,
(in € thousands)
2024
2023
Management incentive plan
(1,055)
(29,934)
(717)
-
-
Listing expense(1)
Management incentive plans prior to the closing
(2,882)
Total
(31,706)
(2,882)
(1) Listing expense is detailed in Note 3
12.1 Reconciliation of equity-settled share-based payments awards
Below is the reconciliation of the free share awards for the years ended December 31, 2024 and 2023. Fair
value is measured at grant date of the instrument.
2024
2023
Weighted
average
FV (in €)
Total FV
(in €
thousand)
Weighted
average
FV (in €)
Total FV
(in €
thousand)
Number
of Awards
Number
of Awards
Outstanding at January 1
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at December 31
57,223
708,625
(25,668)
(36,259)
703,921
80.9
3.1
179.2
1.0
4,630
2,225
(4,599)
(36)
36,352
39,855
(18,598)
(386)
262.4
1.0
260.5
264.3
80.9
9,537
40
(4,845)
(102)
4,630
3.2
2,220
57,223
Below is the reconciliation of the option awards for the years ended December 31, 2024 and 2023.
2024 2023
Weighted
average exercice
price
Weighted
average exercice
price
Number of
options
Number of
options
Outstanding at January 1
Granted during the year
Exercised during the year
Forfeited during the year
Outstanding at December 31
133,048
194.7
134,469
194.5
-
-
-
-
(263)
-
(133,048)
-
-
194.7
-
106.4
192.2
194.7
(1,158)
133,048
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
12.2 Management incentive plan
The Group has implemented a share-based compensation plan under which eligible employees receive free
share awards. A portion of these awards vests 12 months after the grant date without any performance or
service conditions, while the remainer consists of Class C Shares. The conversion of Class C Shares into
Company Ordinary Shares is contingent on (i) achieving performance market conditions (€10, €13, and €16
for Class C1, Class C2, and Class C3, respectively) within the 36 months post-closing, and (ii) on a service
condition as beneficiaries must have been continuously employed at the time the market condition is satisfied.
Under IFRS 2 ‘Share-based payment’ the management incentive plan is classified as an equity-settled share-
based payment as settlement occurs in shares of the Company rather than in cash.
The Management Incentive Plan represents a total of 356,784 Company Ordinary Shares and 1,084,892 Class
C Shares, of which 160,509 Ordinary Shares and 543,412 Class C Shares (ow. 25% of Class C1, 25% of
Class C2 and 50% of Class C3) were granted by the Board of Directors held December 19, 2024. The fair
value of the consideration granted by the Board of Directors was determined by an independent valuation
specialist at €6.43 per Ordinary Share and €2.81, €2.24, and €1.85 per Class C1, Class C2, and Class C3
Shares, respectively. This results in an overall share-based payment of €2,220 thousand.
The Ordinary Shares are considered fully vested at grant, as no performance or service conditions apply
whereas the estimated vesting periods for each Class C Share category have been determined based on the
expected time for satisfaction of performance conditions as set out in the workings performed by the
independent valuation specialist. The vesting period is estimated at 1.29 years for Class C1 Shares, 1.56 years
for Class C2 Shares, and 1.78 years for Class C3 Shares.
Ordinary
Shares
Class C-1
Class C-2
Class C-3
Grant date
12/19/2024
12/19/2024
12/19/2024
12/19/2024
Number of instruments granted
Number of instruments received
Number of instruments forfeited
Vesting period (years)
160,509
136,029
136,029
271,354
-
-
-
-
-
-
-
-
1.00
N/A
6.43
1.29
N/A
2.81
1.56
N/A
2.24
1.78
N/A
1.85
Conservation period
Fair value at grant date (€)
The table below reflect the expense included in the financial statements regarding the plan:
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
Management incentive plan
Total
(1,055)
-
(1,055)
-
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
Valuation assumptions used to develop the estimate are detailed below:
Class C-1
12/19/2024
Monte Carlo
Class C-2
Class C-3
Grant date
12/19/2024
Monte Carlo
12/19/2024
Monte Carlo
Valuation method
Risk free rate (%)
Vesting period (years)
Unlevered volatility (%)
2.30%
2.30%
1.56
2.30%
1.78
1.29
28.70%
28.70%
28.70%
12.3 Management incentive plans granted before the Closing Date
The table below details the plans that were in place at the closing date:
AGA 2022-1
AGA 2022-2
AGA 2022-3
AGA 2023
AGA 2024
Grant date
1/26/2022
2,845
2,758
87
4/28/2022
12,976
12,535
441
9/22/2022
2,175
2,075
100
11/23/2023
39,855
8,300
3/29/2024
4,704
-
Number of instruments granted
Number of instruments received
Number of instruments forfeited
Vesting period (years)
31,555
1 year
4,704
1 year
1 year
1.00
2 years
-
2 years
-
2 years
-
Conservation period
1 year
Fair value at grant date (€)
264.30
264.30
264.30
1.00
Pursuant to the BCA, these share-based payment plans were cancelled, and all unvested instruments as of
the closing date were forfeited. In accordance with IFRS 2 ‘Share-based payment’, such cancellation resulted
in the accelerated recognition of the remaining expense, which was fully recognized in the consolidated
statement of profit or loss at the cancellation date.
The table below details the plans that were in place as at December 31, 2023:
AGA 2021
AGA 2022-1
AGA 2022-2
AGA 2022-3
AGA 2023
Grant date
5/03/2021
21,400
18,598
2,802
1/26/2022
2,845
2,758
87
4/28/2022
12,976
12,535
441
9/22/2022
11/23/2023
39,855
-
Number of instruments granted
Number of instruments received
Number of instruments forfeited
Vesting period (years)
2,175
-
100
435
2 years
-
2 years
-
2 years
-
2 years
-
1 year
1 year
1.00
Conservation period
Fair value at grant date (€)
260.50
264.30
264.30
264.30
YOUNITED FINANCIAL
41
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
The table below shows the expense recognized in the financial statements for these plans.
Twelve-month period ended
December 31,
2024
2023
(in € thousands)
AGA 2024
AGA 2023
AGA 2022-3
AGA 2022-2
AGA 2022-1
AGA 2021
Total
(3)
(31)
(181)
(479)
(22)
-
-
(4)
(250)
(1,490)
(327)
(812)
(717)
(2,882)
Note 13
Income taxes
Income tax expense comprises current and deferred tax. It is recognized in profit or loss except to the extent
of items recognized directly in equity.
Current tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and
any adjustments to the tax payable or receivable in respect of previous years.
The amount of current tax payable or receivable is the best estimate of the tax amount expected to be paid
or received that reflects uncertainty related to income taxes, if any. It is measured using tax rates enacted
at the reporting date.
Current tax assets and liabilities are offset only if certain criteria are met.
Deferred tax
Deferred tax is recognized in respect of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred tax is not recognized for:
-
Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a
business combination and that affects neither accounting nor taxable profit or loss;
-
Temporary differences related to investments in subsidiaries to the extent that the Group is able to
control the timing of the reversal of the temporary differences and it is probable that they will not
reverse in the foreseeable future; and
-
Taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax assets are recognized for unused tax losses, unused tax credits and deductible temporary
differences to the extent that it is probable that future taxable profits will be available against which they can
be used. Future taxable profits are determined based on the reversal of relevant taxable temporary
differences. If the amount of taxable temporary differences is insufficient to recognise a deferred tax asset
in full, then future taxable profits, adjusted for reversals of existing temporary differences, are considered,
based on business plans for individual branches of the Group.
Unrecognized deferred tax assets are reassessed at each reporting date and recognized to the extent that
YOUNITED FINANCIAL
42
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
it has become probable that taxable profits will be available against which they can be used.
Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when
they reverse, using tax rates enacted at the reporting date, and reflects uncertainty related to income taxes,
if there is any.
The measurement of deferred tax reflects the tax consequences that would follow from the way the Group
expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset only if the following criteria are met:
-
-
The entity has a legally enforceable right to offset current tax assets and liabilities;
The deferred tax assets and liabilities relate to income tax levied by the same tax authority on the
same taxable entity, or on different taxable entities which intend to settle current tax assets and
liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously in each
period in which significant amounts of deferred tax assets or liabilities are expected to be settled or
recovered.
13.1 Amounts recognized in profit or loss
Twelve-month period ended
December 31,
(in € thousands)
Current year
2024
2023
(466)
(799)
(466)
(799)
Current tax expense
13.2 Reconciliation of effective tax rate
As at December 31,
2024 2023
(82,973)
(in € thousands)
Loss for the year
Statutory tax rate in France
Theoretical income tax benefit (expenses)
(48,881)
25.8%
25.8%
21,407
12,623
Reconciliation between the theoretical tax rate and the effective tax
rate
Effect of tax rates in foreign jurisdictions
Tax effect of:
521
840
Unrecognized deferred tax assets
Permanent differences
French CVAE
(13,741)
(8,713)
(211)
(255)
(8,189)
2
(12,719)
(1,543)
(284)
Portugal Taxes
Share-based expenses
Other
(515)
(744)
Total income tax expense
(466)
(799)
0.9%
Effective tax rate
1.6%
YOUNITED FINANCIAL
43
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
13.3 Unrecognized deferred tax assets
As at December 31,
2024
Gross amount
146,978
2023
Gross amount
(in € thousands)
Tax effect
37,957
Tax effect
30,395
Tax losses - France
Tax losses - Italy
Tax losses - Spain
Tax losses - Germany
Tax losses - Portugal
Tax losses - Luxembourg
Total
117,696
46,097
33,313
27,658
-
64,850
40,030
27,658
1,946
17,834
12,009
8,277
409
12,677
9,994
8,277
-
18,668
300,129
4,667
81,152
-
-
224,764
61,343
Losses incurred in Luxembourg can be carried forward for up to 17 years, with 2024 being the first year in
which losses were recognized in this jurisdiction. In Spain, tax loss carryforwards may be offset within a 30-
year period. In all other countries, tax losses can be carried forward indefinitely.
The company is part of a group that is within the scope of the OECD Pillar Two model rules. Pillar Two
legislation was enacted in Luxembourg, the jurisdiction in which the company is incorporated, which has come
into effect for fiscal years starting on or after December 31, 2023.
Since the Pillar Two legislation was not effective at the closing date of the financial year, the entity has no
related current tax exposure. The entity applies the exception to recognizing and disclosing information about
deferred tax assets and liabilities related to Pillar Two income taxes, as provided in the amendments to IAS
12 issued in May 2023.
The company operates branch offices in Italy, Spain and Portugal. Unless each local jurisdiction has enacted
its own Qualified Domestic Minimum Top-up Tax in line with the OECD Pillar Two model rules, the associated
income will be subject to the Income Inclusion Rule in Luxembourg at the level of the company. At the time of
filing, From the countries listed above only Spain has yet to enact Pillar Two legislation, therefore the branch
in this jurisdiction will be included in the Luxembourg computation. Based on preliminary estimates there will
be no material impact to the entity’s current tax expense in the next financial year.
Note 14
Financial instruments
Recognition and initial measurement
The Group initially recognises loans and advances, deposits, debt securities issued on the date on which
they are originated. A financial asset or financial liability is measured initially at fair value plus, for an item
not at FVTPL, transaction costs that are directly attributable to its acquisition or issue. The fair value of a
financial instrument at initial recognition is generally its transaction price.
Classification
On initial recognition, a financial asset is classified as measured at amortised cost, FVOCI or FVTPL.
A financial asset is measured at amortised cost if it meets both of the following conditions and is not
designated as at FVTPL:
YOUNITED FINANCIAL
44
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
-
-
the asset is held within a business model whose objective is to hold assets to collect contractual
cash flows; and
the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI.
A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not
designated as at FVTPL:
-
the asset is held within a business model whose objective is achieved by both collecting contractual
cash flows and selling financial assets; and
-
the contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI.
All other financial assets are classified as measured at FVTPL.
Financial liabilities are classified into one of the following two categories:
-
Financial liabilities at fair value through profit or loss: these are financial liabilities held for trading
purposes, which by default include derivative financial liabilities not qualifying as hedging
instruments and non-derivative financial liabilities designated by the Group upon initial recognition
to be measured at fair value through profit or loss using the fair value option.
-
Debts: these include the other non-derivative financial liabilities and are measured at amortised
cost.
Business Model
The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio
level because this best reflects the way the business is managed, and information is provided to
management. The information considered includes:
-
The stated policies and objectives for the portfolio and the operation of those policies in practice. In
particular, whether management’s strategy focuses on earning contractual interest revenue,
maintaining a particular interest rate profile, matching the duration of the financial assets to the
duration of the liabilities that are funding those assets or realising cash flows through the sale of the
assets;
-
-
How the performance of the portfolio is evaluated and reported to the Group’s management;
The risks that affect the performance of the business model (and the financial assets held within
that business model) and its strategy for how those risks are managed;
-
-
How managers of the business are compensated (e.g. whether compensation is based on the fair
value of the assets managed or the contractual cash flows collected); and
The frequency, volume and timing of sales in prior periods, the reasons for such sales and its
expectations about future sales activity. However, information about sales activity is not considered
in isolation, but as part of an overall assessment of how the Group’s stated objective for managing
the financial assets is achieved and how cash flows are realized.
Younited’s operations in France and Italy are “held to collect and sell”, while operations in the remaining
countries follow the “held to collect” business model.
Assessment of whether contractual cashflows are solely payment of principal and interest
For the purposes of this assessment, “principal” is defined as the fair value of the financial asset on initial
recognition. “Interest” is defined as consideration for the time value of money and for the credit risk
associated with the principal amount outstanding during a particular period of time and for other basic lending
risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.
In assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the
instrument. This includes assessing whether the financial asset contains a contractual term that could
change the timing or amount of contractual cash flows such that it would not meet this condition. In making
the assessment, the Group considers:
YOUNITED FINANCIAL
45
Not named
YOUNITED FINANCIAL Consolidated Financial Statements 2024
-
-
-
Contingent events that would change the amount and timing of cash flows;
Leverage features;
Prepayment and extension terms;
Cashflow arising from loans and advances to customers, loans and advances to financial institutions, loans
and deposits from financial institutions and deposits from deposits holders are SPPI.
Derecognition - Financial assets
See Note 19 below.
Derecognition - Financial liabilities
The Group derecognises a financial liability when its contractual obligations are discharged or cancelled or
expire.
The following table provides a reconciliation between line items in the consolidated statement of financial
position and categories of financial instruments.
As at December 31, 2024
FVOCI
- debt
Mandatorily at
FVTPL
Amortised
cost
Total carrying
amount
(in € thousands)
instruments
Loans and advances to financial
institutions
-
-
83,413
83,413
Loans and advances to
customers
-
86,837
-
458,150
274,888
733,038
86,837
81,870
985,158
12,181
Financial assets at FVTPL
Other assets
-
-
81,870
440,171
-
-
458,150
-
Total financial assets
Financial liabilities at FVTPL
86,837
12,181
Loans and deposits from
financial institutions
-
-
-
60,611
832,722
79,846
60,611
832,722
79,846
Deposits from deposit holders
Other liabilities
-
-
-
-
Incl. lease liabilities
-
13,005
13,005
Total financial liabilities
12,181
-
973,179
985,360
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46
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YOUNITED FINANCIAL Consolidated Financial Statements 2024
As at December 31, 2023
FVOCI
- debt
Mandatorily at
FVTPL
Amortised
cost
Total carrying
amount
(in € thousands)
instruments
Loans and advances to financial
institutions
-
-
73,525
73,525
Loans and advances to
customers
-
135,403
-
477,287
339,347
-
816,634
135,403
85,537
Financial assets at FVTPL
Other assets
-
-
85,537
498,408
Total financial assets
Financial liabilities at FVTPL
135,403
477,287
1,111,098
-
-
-
-
Loans and deposits from
financial institutions
-
-
-
-
60,033
1,126,252
68,840
60,033
1,126,252
68,840
Deposits from deposit holders
Other liabilities
-
-
Incl. lease liabilities
-
-
16,133
16,133
Total financial liabilities
-
-
1,255,125
1,255,125
14.1 Cash, due from central banks and loans and advances to financial institutions
As at December 31,
2024 2023
193,433 236,756
(in € thousands)
Cash, due from central banks
Loans and advances to financial institutions
Total cash, due from central banks and loans and advances to
financial institutions
83,413
73,525
276,846
310,281
14.2 Loans and advances to customers
The “loans and advances to customers” line item in the consolidated statement of financial position includes:
-
Loans and advances measured at amortised cost, including the effect on the income statement of
the effective interest method and the ECL model; and
-
Loans and advances measured at FVOCI.
As of December 31,
(in € thousands)
2024
371,409
2023
446,021
Loans and advances to customers at amortised cost
Impairment loss allowance
(96,522)
274,888
552,482
(103,794)
9,461
(106,674)
339,347
632,289
(156,192)
1,190
Net carrying loans and advances to customers at amortised cost
Loans and advances to customers at FVOCI
Impairment loss allowance
Fair value Adjustement
Net carrying loans and advances to customers at FVOCI
458,150
477,287
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Total loans and advances to customers
733,038
816,634
14.3 Financial assets at FVTPL
Financial assets at FVTPL comprise shares in SPV shares and HQLA and are stated below:
As at December 31,
2024 2023
(in € thousands)
SPV shares
HQLA
58,125
28,712
86,837
107,519
27,728
Total
135,247
14.4 Other assets
As at December 31,
(in € thousands)
2024
2023
Trade receivable and prepayments
Contract assets
20,898
41,270
4,694
22,048
48,563
3,432
10,759
734
Restricted deposits with central banks
Tax receivables
13,957
1,052
Other
Total
81,870
85,537
Accounting principles related to accounts receivable, and prepayments and contract assets are described in
Note 9.
14.5 Financial liabilities at FVTPL
Financial liabilities at FVTPL consist of public warrants and sponsor warrants.
As at December 31,
2024
2023
(in € thousands)
Public warrants liabilities measured at FVTPL
Sponsor warrants liabilities measured at FVTPL
Total
5,883
6,298
12,181
-
-
-
Public and Sponsor Warrants do not meet the fixed-for-fixed criterion and as such are classified as financial
liabilities at FVTPL following the business combination. Further description of the warrants terms and
conditions is provided in Note 17.
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14.6 Loans and deposits from financial institutions
Loans and deposits from financial institutions consist of a collateralised credit line with Natixis.
As at December 31,
(in € thousands)
2024
60,611
60,611
2023
60,033
60,033
Loans and deposits from financial institutions
Total
14.7 Deposits from deposit holders
Deposits from customers only consist of fixed-maturity (from 1 up to 5 years) and fixed-rate term deposits
raised from retail customers. They are recognized at amortised cost.
As at December 31,
(in € thousands)
Deposits from deposit holders
Total
2024
832,722
832,722
2023
1,126,252
1,126,252
14.8 Other liabilities
As at December 31,
2024 2023
(in € thousands)
Lease liabilities
13,005
8,851
16,133
7,974
Short-term employee benefits
Trade payables and other creditors
Tax liabilities
36,486
1,163
14,814
1,774
Other
20,341
79,846
28,145
68,840
Total other liabilities
The “Other” line item mainly includes premiums collected on behalf of the insurance company and debts
corresponding to cash received from securitised loans and to be paid to the securitisation funds.
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14.8.1 Lease liabilities
The movements in lease liabilities as at December 31, 2024 were as follow:
(in € thousands)
Total
Balance at January 1, 2023
17,943
Additions
656
1,040
Rent indexation
Repayment of lease liabilities
Balance at December 31, 2023
(3,506)
16,133
Additions
-
609
Rent indexation
Repayment of lease liabilities
Balance at December 31, 2024
(3,737)
13,005
The breakdown of lease maturity as at December 31, 2024 is detailed in the table below:
As at December 31,
2024 2023
(in € thousands)
Less than one year
Between one and five years
More than five years
Total
3,698
9,307
-
3,667
12,455
11
13,005
16,133
For the year ended December 31, 2024 and December 31, 2023, interest expenses for lease amounted €222
thousand, and €264 thousand, respectively.
Note 15
Property and equipment
Property and equipment
Property and equipment consist of tangible assets used for administrative purposes (IT equipments, fixtures
and fittings).
At their acquisition date, tangible assets are recognized at the transaction price plus costs directly attributable
to the acquisition (transfer rights, fees) and any necessary costs to bring them into working condition for use.
After initial recognition, tangible assets are valued at cost less accumulated depreciation and any impairment.
The amortisable value of a tangible asset corresponds to the cost less its residual value in the case where
this is significant.
Assets are amortised on a straight-line basis over the asset’s expected useful life to the Group.
Fixtures and fitting are amortised over 3 to 10 years, and IT equipment over 3 years.
Leases
At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or
contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time
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in exchange for consideration.
The Group recognises a right-of-use asset and a lease liability at the lease commencement date.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability
adjusted for any lease payments made at or before the commencement date, plus any initial direct costs
incurred and an estimate of costs to dismantle and remove any improvements made to branches or office
premises.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement
date to the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment
losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate
as the discount rate. The Group determines its incremental borrowing rate by analysing its borrowings from
various external sources and makes certain adjustments to reflect the terms of the lease and type of asset
leased.
Lease payments included in the measurement of the lease liability comprise the following:
-
-
fixed payments, including in-substance fixed payments;
variable lease payments that depend on an index or a rate, initially measured using the index or rate
as at the commencement date;
-
-
amounts expected to be payable under a residual value guarantee; and
the exercise price under a purchase option that the Group is reasonably certain to exercise, lease
payments in an optional renewal period if the Group is reasonably certain to exercise an extension
option, and penalties for early termination of a lease unless the Group is reasonably certain not to
terminate early.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when
there is a change in future lease payments arising from a change in an index or rate, if there is a change in
the Group’s estimate of the amount expected to be payable under a residual value guarantee, if the Group
changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a
revised in-substance fixed lease payment.
When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount
of the right-of-use asset or is recorded in profit or loss if the carrying amount of the right-of-use asset has
been reduced to zero.
The Group presents right-of-use assets in ‘property and equipment’ and lease liabilities in ‘other liabilities’ in
the consolidated statement of financial position.
Short-term leases and leases of low-value assets
The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets
and short-term leases, including leases of IT equipment. The Group recognises the lease payments
associated with these leases as an expense on a straight-line basis over the lease term.
The Group leases several office premises and mainly for its headquarters located in Paris for an initial term of
9 years. Some leases provide for additional rent payments that are based on changes in local price indices.
The Group also leases IT equipment with contract terms of one to three years. These leases are short-term
and/or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease
liabilities for these leases.
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Right of Use
Accumulated
IT equipment
Fixtures and fittings
Gross
Value
Gross Accumulated Gross Accumulated
(in € thousands)
depreciation
Value
depreciation
Value
depreciation
(1,267)
Gross Value
Balance at January
1, 2023
24,714
(9,896)
805
(730) 2,533
16,159
1,696
-
Additions
Disposals
1,644
5
-
47
-
-
-
Depreciation for the
year
(3,060)
-
-
(38)
-
-
-
(189)
-
(3,287)
-
Impairment loss
Balance at
December 31, 2023
26,358
(12,956)
810
(768) 2,580
(1,456)
14,568
653
Additions
Disposals
570
83
(17)
(17)
Depreciation for the
year
(3,259)
(16)
(188)
(3,464)
-
Impairment loss
Balance at
December 31, 2024
26,928
(16,215)
793
(784) 2,663
(1,644)
11,740
For the twelve-months period ended December 31, 2024 and December 31, 2023, the exempted lease
liabilities amounted to €566 thousand and €903 thousand respectively, and are mainly low-value contracts.
Note 16
Intangible assets
Software acquired by the Group is measured at cost less accumulated amortisation and any accumulated
impairment losses.
Expenditure on internally developed software is recognized as an asset when the Group is able to
demonstrate:
-
-
that the product is technically and commercially feasible,
its intention and ability to complete the development and use the software in a manner that will
generate future economic benefits,
-
and that it can reliably measure the costs to complete the development.
The capitalised costs of internally developed software include all costs directly attributable to developing the
software and capitalised borrowing costs and are amortised over its useful life. Internally developed software
is stated at capitalised cost less accumulated amortisation and any accumulated impairment losses.
Subsequent expenditure on software assets is capitalised only when it increases the future economic benefits
embodied in the specific asset to which it relates. All other expenditure is recognized in profit or loss as it is
incurred.
Software is amortised on a straight-line basis in profit or loss over its estimated useful life, from the date on
which it is available for use. The estimated useful life of software for the current and comparative periods is
three to five years.
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Purchased software
Developed software
Gross
Value
Accumulated
depreciation
Gross
Value
Accumulated
depreciation
(in € thousands)
Total
29,806
25,112
-
Balance at January 1, 2023
2,358
(720)
69,375
(41,206)
Additions
537
-
24,575
-
-
Disposals
-
-
-
Amortization for the year
Impairment loss
-
-
-
(18,367) (18,367)
-
-
-
-
-
36,552
21,296
-
Balance at December 31, 2023
Additions
2,895
(720)
93,950
(59,572)
115
-
21,181
-
-
Disposals
-
-
-
Amortization for the year
Impairment loss
-
-
-
-
-
-
(23,731) (23,731)
-
-
Balance at December 31, 2024
3,010
(720)
115,131
(83,304)
34,117
Note 17
Equity
Share capital and share premium
Share capital corresponds to the nominal value of the shares issued by the Group. Share premium represents
the excess of the proceeds received over the nominal value of the shares issued, net of directly attributable
transaction costs.
Reserves and retained earnings
Reserves include statutory and regulatory reserves. They also include the capital reorganization reserve,
which results from reverse acquisition accounting. This reserve reflects the adjustments made to restate the
share capital and share premium of the legal acquiree to align with the capital structure of the legal acquirer
and also absorbs the retained earnings and the result of the legal acquirer prior to the business combination.
Furthermore, they include share-based payment reserves which reflect accumulated share-based
compensations settled in equity in accordance with IFRS 2. Retained earnings correspond to the cumulative
net results of the Group not distributed as dividends and include prior years’ profits and losses of the
accounting acquirer.
Other equity instruments
Other equity instruments include financial instruments issued by the Group that meet the definition of equity
under IAS 32 Financial Instruments: Presentation and do not give rise to any contractual obligation to deliver
cash or other financial assets. These instruments are recognized in equity at the proceeds received, net of
directly attributable transaction costs, and are not subsequently remeasured.
Treasury shares
In the case of buybacks of equity instruments (e.g., treasury shares), the Group reduces equity by the amount
paid for the shares, including any directly attributable costs. These repurchased shares are held in treasury
and are not considered outstanding for earnings per share (EPS) calculations.
17.1 Share capital and share premium
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The transaction between the Company and Younited has been accounted for as a reverse acquisition, in
accordance with IFRS 2 Share-based paymentand IFRS 3 Business combinations, given that the legal
acquirer does not meet the definition of a business under IFRS 3 (cf. Note 3).
As a result (i) the equity presented in the consolidated financial statements before the Closing Date
corresponds to the equity of the accounting acquirer (the legal acquiree), adjusted to reflect the share capital
structure of the legal acquirer (the listed entity), (ii) the share capital and share premium are retrospectively
restated as if the shares issued by the legal acquirer at the date of the transaction had always been in issue
and (iii) the number of shares presented has been restated using the exchange ratio applied in the business
combination, in order to reflect the capital structure of the legal acquirer.
The tables below give details of changes in the number of shares for year ended December 31, 2024 and
2023 respectively:
2024
2023
Number of
shares
Share
capital
Share
premium
Number of
shares
Share
capital
Share
premium
(in € thousands)
In issue at January 1
Issued for cash
23,757,279
21,370,385
303,960
272.8
414.6
3.5
181,260 22,860,492
262.5
7.7
174,418
5,086
156,797
2,319
666,615
230,172
Exercise of share options
2.6
1,756
In issue at December 31 -
fully paid
45,431,624
690.9
340,376 23,757,279
272.8
181,260
Operations for the year ended December 31, 2024
December 20, 2024, pursuant to the Business Combination agreement the Company completed a share
capital increase of €152.5 million issuing 20,756,593 Ordinary Shares resulting in an increase of share capital
and share premium of 407 thousand and €152.1 million respectively.
The number of shares issued or cancelled, along with the related impacts on share capital and share premium
from transactions completed prior to the closing of the Business Combination, have been retrospectively
restated to reflect the Company’s equity structure as described in Note 3.
April 24, 2024, the Group completed a share capital increase, generating net proceeds of €26.1 million. This
resulted in the issuance of 613,792 Ordinary shares, leading to an increase of €7.1 thousand in share capital
and €4.7 million in share premium. The remaining balance was allocated to Reserves and retained earnings,
under the capital reorganization line item in the consolidated statement of changes in equity.
The vesting of free shares and the exercise of warrants during the period led to the issuance of 303,960 new
Ordinary Shares, resulting in an increase of €3.5 thousand in share capital and €2.3 million in share premium.
The difference between the net proceeds and the above restated share capital and share premium was
allocated to Reserves and retained earnings, under the capital reorganization line item in the consolidated
statement of changes in equity.
Operations for the year ended December 31, 2023
June 23, 2023, the Group completed a share capital increase, generating net proceeds of €28.3 million. This
resulted in the issuance of 666,615 Ordinary shares, leading to an increase of €7.7 thousand in share capital
and €5.1 million in share premium. The remaining balance was allocated to Reserves and retained earnings,
under the capital reorganization line item in the consolidated statement of changes in equity.
The vesting of free shares and the exercise of warrants during the period led to the issuance of 230,172 new
Ordinary Shares, resulting in an increase of €2.64 thousand in share capital and €1.8 million in share premium.
The difference between the net proceeds and the above restated share capital and share premium was
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allocated to Reserves and retained earnings, under the capital reorganization line item in the consolidated
statement of changes in equity.
17.2 Capital instruments
The movements in issued capital instruments as at December 31, 2024 were as follow:
Ordinary
shares
Public
warrants
Sponsor
warrants
Other
warrants
Description
Class B
Class C
As of January 1, 2023
22,860,492
896,787
-
-
-
-
-
7,666,667 7,000,000
134,469
Issued instrument
-
-
-
-
-
(1,421)
133,048
-
Cancellation
-
-
As of January 1, 2024
Issued instrument
23,757,279
-
-
7,666,667 7,000,000
22,570,532 3,655,219
(896,187)
1,515,193
-
-
2,000,000
-
Cancellation
-
(7)
(133,048)
-
As at December 31, 2024
45,431,624 3,655,219 1,515,193 7,666,660 9,000,000
At December 31, 2024, a total of 20,000,000 Ordinary Shares were held in treasury.
17.2.1 Preference Class B Shares
Pursuant to the shareholders’ earnout provisions included in the Business Combination Agreement, the sellers
of Younited received 3,656,405 Class B Shares (including 1,186 Class B Shares to be issued upon completion
of the drag-along provisions).
At the Closing Date, Sponsor delivered Ordinary Shares in escrow. On the date that is the third anniversary of
the Closing Date, if, following the Closing Date and prior to the third anniversary of the Closing Date, (i) the
Sellers have not transferred, sold or otherwise disposed of, in the aggregate, 30% or more of the aggregate
Ordinary Shares as of the Closing Date and (ii) the 90-day volume-weighted average sale price of one Ordinary
Share quoted on Euronext Amsterdam or Euronext Paris (or the exchange on which the Ordinary Shares are
then listed) has not been greater than or equal to €16.00, as additional consideration for the Younited Shares
acquired in connection with the Business Combination, then (x) all Company Class B Shares will be converted
into Ordinary Shares and (y) if (and only if) (A) the Company Board in its sole discretion so determines and
approves and (B) the Company has received all applicable regulatory approvals, the Company and Sponsor
transfer the Sponsor Escrowed Shares to the Company for no consideration and subsequently at the discretion
of the Company Board such shares may be canceled (unless the Sponsor consents otherwise) (provided that,
with respect to any such approval of the Company Board, any Directors that are affiliates of the Sponsor, or
that were elected by the shareholder meeting upon the proposal of Sponsor, will recuse themselves). If, prior
to the third anniversary of the Closing Date, either of the events set forth in the immediately preceding clauses
(i) or (ii) have occurred, the Company, upon the approval and direction of the Company Board, and Sponsor,
will release the Sponsor Escrowed Shares to Sponsor and if, and only if (i) the Company Board in its sole
discretion so determines and approves and (ii) the Company has received all applicable regulatory approvals,
all Company Class B Shares will be acquired by the Company for no consideration and subsequently be
canceled (provided that, with respect to the approval of the Company Board, any Directors that are affiliates
of a holder of Company Class B Shares or that were elected at a shareholder meeting upon the proposal of a
holder of Company Class B Shares at such shareholder meeting will recuse themselves).
In other words, on the third anniversary of the closing, if the Sellers (i) have not transferred, sold, or disposed
of at least 30% of the Company’s Ordinary Shares they hold as at closing date, and (ii) the 90-day volume-
weighted average quoted price of one Company Ordinary Share has not reached or exceeded €16.00, all
Company Class B Shares will convert into Ordinary Shares as additional consideration for the Younited Shares
contributed to the Company whereas Company’s Ordinary Shares held in escrow by the Sponsor would be
transferred to the Company for no consideration. Alternatively, all Company Class B Shares will be transferred
to the Company and canceled for no consideration, while the Company’s Ordinary Shares held in escrow by
the Sponsor will be released.
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The economics of the 'shareholders earnout' consist of a share exchange for a fixed percentage of shares of
the Company between two categories of shareholders of the Company. This occurs in one of two ways: (i)
Class B shares are converted, and the ordinary shares held in escrow are transferred to the Company without
consideration, or (ii) Class B shares are transferred to the Company without consideration, and the ordinary
shares held in escrow are released. In both scenarios, a fixed portion of the Company’s capital is exchanged
in one way or another between the historical shareholders of the Company and the sellers.
17.2.2 Public and Sponsor Warrants
Each whole Warrant entitles the registered holder to purchase one Ordinary Share at an exercise price of
€10.9451 per share in relation to the Public Warrants and an exercise price of €11.4210 per share in relation
to the Sponsor Warrants, subject to the adjustments described in the warrants terms and conditions, at any
time commencing thirty days after the Closing, except as discussed below.
The Sponsor Warrants may also be exercised on a cashless basis for a number of Ordinary Shares equal to
the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Sponsor
Warrants, multiplied by the excess of the Fair Market Value (as defined below) over the Exercise Price of the
Sponsor Warrants by (y) the average reported closing price of the Ordinary Shares for the ten-trading days
ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the Warrant
Agent.
Once the Public Warrants become exercisable and depending on the fair market value of the underlying
Ordinary shares the Company may redeem all outstanding Public Warrants upon a minimum of thirty calendar
days’ notice. Beginning on the date the notice of redemption is given and until the Public Warrants are
redeemed or exercised, Public Warrant Holders may elect to exercise their Public Warrants on a cashless
basis. The number of Ordinary Shares that Public Warrant Holders will receive upon such cashless exercise
in connection with a redemption by the Company pursuant to this redemption feature is based on the
Redemption Fair Market Value of the underlying Ordinary Shares on the corresponding redemption Date.
The Warrants expire five years after the Closing or earlier upon redemption of the Warrants or liquidation of
the Company.
The Sponsor owns an aggregate of 7,000,000 Sponsor Warrants, each exercisable to purchase one Ordinary
Share at €11.4210 per Public Share. At the Closing Date, $2 million of loans made available from the Sponsor
or its affiliates pursuant to a promissory note with the Company converted into Sponsor Warrants at a price of
$1.00 per warrant, which resulted in an additional 2,000,000 Sponsor Warrants.
Except as described in this paragraph, the Sponsor Warrants have terms and provisions that are identical to
those of the Public Warrants. The Sponsor Warrants (including the Ordinary Shares issuable upon exercise of
the Sponsor Warrants) are not transferable, assignable or salable until thirty days after the Closing Date
(except pursuant to limited exceptions as described below to the Company’s Board and other persons or
entities affiliated with the Sponsor) and they are not redeemable by the Company so long as they are held by
the Sponsor or its permitted transferees. If the Sponsor Warrants are held by holders other than the Sponsor
or its permitted transferees, the Sponsor Warrants will be redeemable by the Company in all redemption
scenarios and exercisable by the holders on the same basis as the Public Warrants.
17.3 Dividends
No dividend has been approved for the years ended December 31, 2024 and December 31, 2023 respectively.
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Note 18
Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to attributable to owners of the
Group by the weighted average number of ordinary shares outstanding during the period, excluding treasury
shares. The net profit attributable to ordinary shareholders is adjusted for the rights to remuneration of
preferred shareholders such as holders of preference shares or subordinated or super subordinated securities
classified as equity. Diluted earnings per share reflect the potential dilution that could arise in the event of the
conversion of dilutive instruments into ordinary shares. This takes account of the dilutive effect of option plans
and plans for the allocation of free shares.
As at December 31,
2024
2023
Numerator (in € thousands)
Profit (loss) for the year (a)
(83,439)
(49,679)
Denominator
Weighted-average number of ordinary shares on the period (b)
Basic earnings per share (in €) (a/b)
Average number of ordinary shares used in the dilution calculation (c)
Diluted earnings per share (in €) (a/c)
24,948,047
(3.34)
23,249,939
(2.14)
24,948,047
(3.34)
23,249,939
(2.14)
The potentially dilutive instruments, which have not been included in the calculation of diluted shares because
they would be anti-dilutive according to IAS 33.41, are presented in Note 17.
Note 19
Securitisation operations
Derecognition - Financial assets
In accordance with IFRS 9 ‘Financial instruments’ par.3.2.1, the Group assesses the nature of the control it
exercises over the securitisation vehicles to which it transfers financial instruments and consolidates them
where appropriate in accordance with IFRS 10 ‘Consolidated financial statements’.
The Group derecognises all or part of a financial asset when the contractual rights to the asset's cash flows
expire, or when it transfers the asset on the basis of a transfer of the contractual rights to its cash flows as
well as substantially all the risks and rewards of the asset.
On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying
amount allocated to the portion of the asset derecognized) and the sum of (i) the consideration received
(including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that
had been recognized in OCI is recognized in profit or loss.
The Group does not consolidate any of the securitisation vehicles in which it holds an interest, either because
of their immaterial nature or duration, or because it has no power over the relevant activities. The Group
perform various services on behalf of the securitisation vehicles solely as an agent as the Group is subject to
a substantive right of revocation as defined by IFRS 10 ‘Consolidated financial statements’.
Securitisations of loans to customers by the Group are accompanied by the transfer of all the risks and rewards
associated with these loans and as such result in their derecognition.
The securitisations provide the Group with financing leverage and also enable the Group to generate income
from the sale of loans and from services provided on behalf of the securitisation vehicles. The securitisation
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vehicles are financed by the issuance of single-tranche units to investors. When the Group subscribes to units,
they are recognized as financial assets at FVTPL (see Note 14).
The table below shows the total amount outstanding in the securitisation funds and the interest retained in
these funds by the Group at each balance sheet date.
(in € thousands)
2024
2023
Securitisation vehicles total asset
Carrying amount of SPV shares on the Group balance sheet
Servicing fees invoiced to SPVs
1,674,059
58,125
4,868
1,658,502
107,519
4,323
For year ended 31 December 2024 and 2023, the Group recognized a net gain of €2,898 thousands and a net
loss of 5,318 thousand, respectively from loans to customers securitisation operations.
Note 20
Provisions
Provisions are recognized when the Group has a present obligation, whether legal or constructive, resulting
from a past event, and it is probable that an outflow of economic resources will be required to settle the
obligation, with the amount reliably estimable.
Provisions are measured at the best estimate of the expenditure required to settle the obligation at the
reporting date. Where the effect of the time value of money is material, provisions are discounted using a rate
that reflects current market assessments of the time value of money and the risks specific to the obligation.
The unwinding of the discount is recognized in profit or loss as a financial expense.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no
longer probable that an outflow of resources will be required to settle the obligation, the provision is reversed.
As at December 31,
(in € thousands)
2024
2023
Balance at January 1
466
149
-
214
258
(6)
Provisions made during the year
Provisions reversed during the year
Balance at December 31
615
466
Contingencies mainly refer to customer-related disputes in Spain and Italy or employee-related ones.
As at December 31, 2024, and 2023, the Group was not aware of any significant contingent liabilities. To the
best of the group’s knowledge, the Group is not engaged in any legal proceedings that could have a material
adverse effect on its financial position other than those for which a provision has been made.
Note 21
Related parties
A related party is a person or entity that is related to the Group as defined by IAS 24 Related Party
Disclosures.
The Group recognises related party transactions in accordance with IAS 24, which defines related parties as
follows: (i) a person or close family member of a person is considered a related party when that person has
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control, joint control, or significant influence over the Group, or is a member of the key management personnel
of the Group, (ii) an entity is considered a related party if the Group and the entity are members of the same
group (i.e., parent, subsidiaries, and fellow subsidiaries), or if one of the parties has control, joint control, or
significant influence over the other.
Transactions with related parties include, but are not limited to, sales, purchases, loans, and other
transactions that involve the transfer of resources, services, or obligations between the Group and the related
party.
The Group discloses the nature of related party relationships, as well as any material transactions and
outstanding balances with related parties, in the financial statements. Transactions are disclosed in the
financial statements where they are considered to be material, and the terms and conditions of these
transactions are disclosed if they are not conducted at arm's length.
According to IAS 24, related parties include Key Management Personnel and members of the Board of
Directors.
21.1 Transactions with members of the Board of Directors
All transactions with related parties were conducted on an arm’s length basis, in accordance with prevailing
market terms and conditions at the time of execution.
21.1.1 Backstop Agreement
On October 7, 2024, the Company entered into a Backstop Agreement with the Sponsor and SRP
Management, under which they committed to subscribe for and purchase Public Shares in connection with the
Business Combination at a per-share price equivalent to $10.00 in euros. This resulted in a capital increase of
€82,2 million of the overall €152.5 million increase in capital.
21.1.2 Master Services Agreement between Younited SA and Bpifrance
To support its ongoing collaboration with Bpifrance on various online loan projects for SMEs, Younited entered
into a Master Services Agreement in May 2021, which was amended in January 2024. This agreement,
retroactively effective from April 1, 2020, has an initial five-year term, with automatic annual renewal unless
terminated. It governs the services provided by Younited, with fees determined based on loan size, unless
otherwise specified in supplementary application agreements.
In June 2023, an Application Agreement was added, covering loan management services for several French
administrative regions aimed at supporting companies facing temporary difficulties.
Since Bpifrance is a member of Younited’s Board of Directors, the Master Services Agreement, the Application
Agreement and the Amendment were approved by Younited’s Supervisory Board on 29 April 2021, 20 April
2023 and 21 December 2023, respectively.
For the years ended December 31, 2024 and December 31, 2023 revenue from this Service Agreement
amounted to €5,543 thousand and €3,569 thousand, respectively.
21.1.3 Transfer of Shares to non-executive directors and advisers.
In line with governance and incentive mechanisms, the Sponsor agreed to transfer 20,000 Public Shares to
each of the non-executive members of the Company’s Board of Directors, all of whom qualify as independent
under the Dutch Corporate Governance Code, as well as to each of the Advisers. In total, 120,000 Public
Shares were transferred upon the completion of the Business Combination.
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21.2 Transactions with Key Management Personnel
21.2.1 Compensation to Key Management Personnel
Compensation of the Key Management Personnel is provided in the table below:
As at December 31,
2024 2023
(in € thousands)
Short-term employee benefits
Share-based payments
Total
454
280
734
798
749
1,547
In 2023, the Key Management Personnel were the CEO, Deputy CEO, and CFO of Younited SA, whereas in
2024, the Key Management Personnel include the CEO and the Deputy CEO of Younited Group.
21.2.2 Put option on a management earnout
Pursuant to the Business Combination agreement, the Company entered a put/call arrangement with
managers of Younited upon completion of which their remaining Younited shares will be contributed to the
Company in exchange for Ordinary shares and Class C shares of the Company. The put option is to be
exercised by the beneficiaries within 15 days following the first anniversary of the Closing Date, provided they
have remained continuously employed by the Company or its subsidiaries. If exercised, all Younited shares
held by the managers, will be exchanged for Ordinary Shares and Class C Shares of the Company, for an
equal fair value as determined at closing by an independent valuation specialist. Alternatively, the call option
gives the Company the right to acquire the remaining Younited shares only if the put option has expired
unexercised. This resulted in an increase in Retained Earnings and other reserves of which 3,684 thousand
relate to Key Management Personnel of the Group.
Note 22
Auditor’s fees
2024
2023
(in € thousands)
Statutory audit of the financial statement
Other assurance services
Non Audit Services
(318)
(433)
(132)
(222)
-
(5)
Total
(882)
(227)
Note 23
Off balance sheet
Off-balance sheet items are not recognized in the consolidated balance sheet, but are disclosed in the notes
to the financial statements. These include obligations, commitments, and contingencies that, under IFRS
Accounting standards, do not meet the criteria for recognition as assets or liabilities.
The Group discloses off-balance sheet arrangements, including guarantees, leases, joint ventures, and other
commitments, where the Group has either a potential or future obligation that is not yet recognized on the
balance sheet. These items are disclosed to provide users with a clear understanding of the Group's potential
financial risks and obligations.
As at December 31,
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(in € thousands)
2024
14,669
2023
Financing commitments
Given commitments
Financing commitments
Received commitments
9,491
14,669
74,480
74,480
9,491
55,010
55,010
The financing commitments given corresponds to loans granted during the last week before the closing, for
which the withdrawal period is maximum 7 days. Given the short duration of these commitments ECL are not
significant.
Financing commitments received consist of financing commitments from financial institutions
Note 24
Financial risk management
The Group has exposure to the following risks from financial instruments:
-
-
-
-
Credit risk;
Liquidity risk;
Market risks; and
Operational risk.
The Board of Directors is assisted by four committees:
-
-
-
-
The Remuneration Committee
The Risk Management Committee
The Audit Committee
The Disclosure Committee
This note presents information about the Group’s objectives, policies, and processes for measuring and
managing risk.
24.1 Risk management framework
The Company’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s
risk management framework. The Board of Directors has established the Risk Committee, which is responsible
for approving and monitoring Group risk management policies.
The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to
set appropriate risk limits and controls, and to monitor risks and adherence to limits. The risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities.
The Group, through its training and management standards and procedures, aims to develop a disciplined and
constructive control environment in which all employees understand their roles and obligations.
The Company’s Audit Committee oversees how management monitors compliance with the Group’s risk
management policies and procedures and reviews the adequacy of the risk management framework in relation
to the risks faced by the Group. The Company’s Audit Committee is assisted in its oversight role by Internal
Audit, which provides independent assurance on the effectiveness of the risk management framework. Internal
Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of
which are reported to the Company’s Audit Committee.
24.2 Credit risk
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‘Credit risk’ refers to the risk of financial loss for the Group if a customer or counterparty to a financial instrument
fails to meet its contractual obligations. This primarily arises from the Group’s loans and advances to customers
and investment debt securities. For risk management purposes, the Group consolidates all elements of credit
risk exposure, including individual obligor default risk, country risk, and sector risk.
The probability of default of financial institutions counterparties is deemed negligible as at December 31, 2024,
as indicated by the credit ratings presented in the table below:
S&P
Moody's
Fitch
European Central Bank
ABN
Crédit Mutuel Arkea
Intesa
AAA
A
-
BBB
A+
A
A+
A
-
AAA
A+
AA-
BBB
AA-
A
A+
A
A-
Aa3
A1
Baa1
A1
A1
A1
BNP
Société Générale
Natixis (BPCE Group)
La Banque Postale
BBVA
A2
A3
A
Banque Populaire
Banco Posta
A+
BBB
-
A
-
Baa3
Management of credit risk
The Company’s Risk Committee is responsible for overseeing and managing the Group’s credit risk, ensuring
that it aligns with the Group’s risk appetite and overall risk management framework. Key responsibilities of the
Risk Committee in relation to credit risk include:
-
Formulating credit policies in consultation with business units, covering credit assessment, risk
grading and reporting, documentary and legal procedures, and compliance with regulatory and
statutory requirements.
-
-
Limiting concentrations of exposure to counterparties, geographies, and credit rating bands to
ensure diversification and mitigate systemic risks.
Developing and maintaining the Group’s risk grading framework, which categorises exposures
according to the degree of risk of default. The current risk grading framework consists of 7 grades,
reflecting varying degrees of default risk. These grades are subject to regular reviews by Group Risk
to ensure their effectiveness.
-
Developing and maintaining the Group’s processes for measuring Expected Credit Loss (ECL),
including:
o
Initial approval, regular validation, and back-testing of the models used for measuring credit
risk.
o
o
Determining and monitoring significant increases in credit risk.
Incorporation of forward-looking information in the credit risk models.
-
-
Reviewing quarterly reports on credit quality, ECL allowances, and potential breaches of material
risk limits that may impact the Group’s financial health.
Providing advice and specialist guidance to business units to ensure adherence to best practices in
credit risk management and maintain a disciplined approach across the Group.
Each business unit is required to implement the Group’s credit policies and procedures, with credit approval
authorities delegated from the Risk Committee. Each business unit appoints a Chief Credit Risk Officer, who
is responsible for reporting on all credit-related matters to both local management and the Risk Committee.
Business units are accountable for the quality and performance of their credit portfolios, as well as for
monitoring and controlling all credit risks within those portfolios, including those subject to central approval.
The Risk Committee provides oversight to ensure that credit risk management aligns with the Group’s overall
risk appetite and governance framework.
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24.3 Liquidity risk
‘Liquidity risk’ is the risk that the Group will encounter difficulty in meeting obligations associated with its
financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises from
mismatches in the timing and amounts of cash flows, which is inherent to the Group’s operations and
investments.
Management of liquidity risk
The Group’s Management Team, in coordination with the Company’s Risk Committee, is responsible for
managing liquidity risk and ensuring the implementation of the Group’s liquidity management framework. The
Risk Committee approves the liquidity policies and procedures developed by the Central Treasury department
to guide the Group's liquidity risk management strategy.
Central Treasury manages the Group’s liquidity position on a day-to-day basis and reviews daily reports
covering the liquidity position of both the Group and operating foreign branches. A summary report, including
any exceptions and remedial action taken, is submitted to the Company’s Risk Committee or ad hoc when
predefined thresholds are breached.
The Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation. The key elements of the Group’s liquidity
strategy are as follows:
-
Maintaining a diversified funding base consisting of deposits and maintaining contingency
facilities.
-
-
Carrying a portfolio of highly liquid assets, diversified by counterparty risk and maturity.
Monitoring maturity mismatches, behavioural characteristics of the Group’s financial assets and
financial liabilities, and the extent to which the Group’s assets are encumbered and so not
available as potential collateral for obtaining funding.
-
Conducting regular liquidity stress testing under various scenarios covering both normal and
adverse market conditions.
Central Treasury receives information from other business units regarding the liquidity profile of their financial
assets and financial liabilities and details of other projected cash flows arising from projected future business.
Central Treasury then maintains a portfolio of short-term liquid assets, largely made up of short-term liquid
investment securities, loans and advances to banks and other inter-bank facilities, to ensure that sufficient
liquidity is maintained within the Group as a whole.
Regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe
market conditions. The scenarios are developed considering both Group specific events (e.g. a rating
downgrade) and market-related events (e.g. prolonged market illiquidity, reduced fungibility of currencies,
natural disasters, or other catastrophes).
24.4 Market risk
‘Market risk’ is the risk that changes in market prices – e.g. interest rates, equity prices, and credit spreads
(not relating to changes in the obligor’s/issuer’s credit standing) – will affect the Group’s income or the value
of its holdings of financial instruments. The objective of the Group’s market risk management is to manage
and control market risk exposures within acceptable parameters to ensure the Group’s solvency while
optimising the return on risk.
Management of market risks
Interest rate risk
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The principal risk for non-trading portfolios is the potential loss from fluctuations in future cash flows or the fair
value of financial instruments due to changes in market interest rates. This risk is primarily managed through
portfolio sales. The Risk Committee oversees interest rate risk management and the Group’s collect-and-sell
strategy, ensuring alignment with the Group’s risk appetite and governance framework. Central Treasury
supports daily monitoring of interest rate exposures, including outstanding and forecast debt obligations, and
executes portfolio sale transactions in line with approved policies and market conditions.
Currency risk
The Group does not have operation in foreign currency and thus is not affected by currency risk as it operates
solely in euro.
Equity price risk
Equity price risk is subject to regular monitoring by Group Market Risk but is not currently significant in relation
to the Group’s overall results and financial position.
24.5 Operational risk
‘Operational risk’ is the risk of direct or indirect loss arising from a wide variety of causes associated with the
Group’s processes, personnel, technology, and infrastructure, and from external factors other than credit,
market and liquidity risks e.g. those arising from legal and regulatory requirements and generally accepted
standards of corporate behaviour. Operational risks arise from all the Group’s operations.
The Group’s objective is to manage operational risk so as to balance the avoidance of financial losses and
damage to the Group’s reputation with overall cost effectiveness and innovation. In all cases, Group policy
requires compliance with all applicable legal and regulatory requirements.
A separate Enterprise Risk Management (ERM) department, reporting to the Company’s Risk Committee or
the Cyber Risk Committee when relevant, is responsible for the development and implementation of controls
to address operational risk. This responsibility is supported by the development of overall Group standards by
ERM, Compliance and Internal Control departments for the management of operational risk in the following
areas:
-
requirements for appropriate segregation of duties, including the independent authorisation of
transactions;
-
-
-
-
requirements for the reconciliation and monitoring of transactions;
compliance with regulatory and other legal requirements;
documentation of controls and procedures;
requirements for the periodic assessment of operational risks faced, and the adequacy of controls
and procedures to address the risks identified (Risk and Cartography Self-Assessment RCSA);
requirements for the reporting of operational losses and proposed remedial action;
development of Business Continuity and Business Recovery plans;
training and professional development;
-
-
-
-
-
-
ethical and business standards;
information technology and cyber risks; and
risk mitigation, including insurance where this is cost-effective.
Compliance with Group standards is supported by:
-
A permanent control programme undertaken by Internal Control and Compliance departments.
The results of permanent controls reviews are discussed in monthly Internal Control and
Compliance committees then submitted to the BRC and senior management of the Group, and
Cyber risk committee when relevant.
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Periodic reviews undertaken by Internal Audit. The results of Internal Audit reviews are submitted to the BRC
and senior management of the Group.
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Auditor’s Report on the Consolidated Financial Statements
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Not named
KPMG Audit S.à r.l.
Tel: +352 22 51 51 1
Fax: +352 22 51 71
E-mail: info@kpmg.lu
39, Avenue John F. Kennedy
L-1855 Luxembourg
To the Shareholders of
Younited Financial S.A.
17, Boulevard Friedrich Wilhelm Raiffeisen
2411 Luxembourg
Luxembourg
REPORT OF THE REVISEUR D’ENTREPRISES AGREE
Report on the audit of the consolidated financial statements
Opinion
We have audited the consolidated financial statements of Younited Financial S.A. and its
subsidiaries (the "Group"), which comprise the consolidated statement of financial position as
at 31 December 2024, and the consolidated statement of profit and loss and other
comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and notes to the consolidated financial
statements, including material accounting policy information and other explanatory information.
In our opinion, the accompanying consolidated financial statements give a true and fair view
of the consolidated financial position of the Group as at 31 December 2024, and its
consolidated financial performance and its consolidated cash flows for the year then ended in
accordance with IFRS Accounting Standards as adopted by the European Union.
Basis for opinion
We conducted our audit in accordance with the EU Regulation N° 537/2014, the Law of
23 July 2016 on the audit profession (the “Law of 23 July 2016”) and with International
Standards on Auditing (“ISAs”) as adopted for Luxembourg by the Commission de Surveillance
du Secteur Financier (the “CSSF”). Our responsibilities under the EU Regulation N° 537/2014,
the Law of 23 July 2016 and ISAs as adopted for Luxembourg by the CSSF are further
described in the « Responsibilities of “réviseur d'entreprises agréé” for the audit of the
consolidated financial statements » section of our report. We are also independent of the
Group in accordance with the International Code of Ethics for Professional Accountants,
including International Independence Standards, issued by the International Ethics Standards
Board for Accountants (“IESBA Code”) as adopted for Luxembourg by the CSSF together with
the ethical requirements that are relevant to our audit of the consolidated financial statements,
and have fulfilled our other ethical responsibilities under those ethical requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a
basis for our opinion.
Key audit matters
Implementation of Business Combination Agreement
Why the matter was considered to be one of most significance in our audit
The group was founded through a business combination agreement between Younited
Financial S.A. and Younited S.A. in December 2024.
©2025 KPMG Audit S.à r.l., a Luxembourg entity and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private
English company limited by guarantee. All rights reserved. R.C.S Luxembourg B 149133
Not named
While Younited Financial S.A, is the legal acquirer of Younited S.A., the transaction is
considered as a capital reorganization of Younited S.A. within the scope of IFRS 2 'Share-
based payment,' as Younited Financial S.A. on stand-alone basis does not meet the definition
of a business under IFRS 3, 'Business combinations’.
The business combination agreement required the implementation of various transactions
linked to:
the issuance, redemption or conversion of equity and liability instruments at the level of
Younited Financial S.A.;
the issuance of new equity and liability instruments to existing shareholders of Younited
S.A. in exchange for their shareholding in Younited Financial S.A. through a contribution in
kind following the approval of the transaction by the European Central Bank dated
20 December 2024;
the capital increase in Younited S.A..
Given the importance and the complexity of the transactions for the Group, we have considered
the transactions as key audit matter in our audit of the consolidated financial statements.
Please refer to Note 3 for the respective disclosure in the consolidated financial statements.
How the matter was addressed in our audit
Our procedures for the Implementation of Business Combination Agreement included, but
were not limited to the following:
Obtained and inspected the agreements and resolutions in respect of the implementation
of the transactions linked to the issuance, redemption or conversion of equity and liability
instruments and the contribution in kind including the subsequent capital increase in
Younited S.A..
Obtained and inspected relevant supporting documentation to confirm that the transaction
qualifies as capital reorganization in the scope of IFRS 2 as adopted by the European
Union.
Analysed and assessed the accounting consequences of the application as transaction in
the scope of IFRS 2 as adopted by the European Union and how this was accounted in the
consolidated financial statements.
Verified the adjustments in 2023 comparable information resulting from the retrospective
application of IFRS 2 as adopted by the European Union on the own funds of the company.
Verified the valuation of own equity instruments and of warrant liabilities measured at Fair
Value with the support of KPMG Valuation Specialists.
Assessed the disclosures in the consolidated financial statements with reference to the
requirements of the prevailing accounting standards.
Valuation of Securitization Mutual Fund Units Held
Why the matter was considered to be one of most significance in our audit
Bonds and other fixed-income securities represent a value of EUR 86.8 million in the
consolidated statement financial position of the consolidated financial statements of the Group
as at 31 December 2024 of which EUR 58.1 million correspond to securities subscribed by
Younited S.A. in a common securitization funds, in particular within the framework of legislative
and regulatory provisions.
Not named
Securitization funds units are issued for a maturity of 7 days at the end of which they are
redeemed. New units are then reissued and resubscribed. As of 31 December 2024, the
mutual fund units held by Younited S.A. are valued at the value of the last issue-sale of the
financial year.
The valuation of securitization funds units has been considered as a key audit matter of the
audit due to the materiality of this item with regard to the consolidated financial statements and
the complexity of the process of determining the subscription price of the units at issuance.
Please refer to Note 14 for the respective disclosures in the consolidated financial statements.
How the matter was addressed in our audit
As the securitization mutual fund units are held at the level of Younited S.A., we have involved
the component auditors of Younited S.A. in the performance of the following procedures:
Assessment of the process for determining the subscription price put in place by the
management;
Assessment of the design and effectiveness of the IT internal control system by reading
the report drawn up by an independent firm in application of the ISAE 3402 standard, and
by carrying out additional tests with the support of KPMG IT specialists;
Verification of the quality of the information used in the process and testing of the accuracy
of transactions and data used in the calculation of the share value;
Review of the credit risk provisioning model on receivables carried by securitization funds
through component auditors’ actuaries;
Assessment of the correct classification of bonds and other fixed-income securities in the
consolidated financial statements.
We assessed the disclosures in the consolidated financial statements with reference to the
requirements of the IFRS Accounting Standards as adopted by the European Union.
IFRS 9 measurement of loans and advances to Customers
Why the matter was considered to be one of most significance in our audit
As at 31 December 2024, the Group reports loans accounted for at amortised cost of EUR
274,9 million (31 December 2023: EUR 339,3 million) representing 22% of total assets
(31 December 2023: 24%).
The impairment amount for loans and advances to customers consists out of three different
components being:
Management’s estimate of expected credit loss (“ECL”) for loans and advances to
customers considered credit-impaired (Stage 3), amounting to EUR 74,5 million as at
31 December 2024 (31 December 2023: 80,7 million);
The lifetime expected credit loss determined by model for loans and advances to customers
where there has been a significant increase in credit risk since initial recognition (stage 2),
amounting to EUR 14,5 million as at 31 December 2024 (31 December 2023: 16,2 million);
and
The 12-month expected credit loss determined by model for the remaining population of
loans and advances to customers (stage 1), amounting to EUR 7,5 million as at
31 December 2024 (31 December 2023: 9,9 million).
Not named
These loans and advances to customers are not traded in an active market, therefore
significant judgments and estimates are applied by Management in its assessment of their
recoverable amount, irrespective of the stage allocation.
We considered the assessment of impairment indicators of non-performing loans and
advances to customers as a key audit matter due to the materiality of this item and the
significant degree of judgement and estimation in determining the main impairment indicators
used in the modelling (e.g. historical default rates, loan maturity, prepayments by homogenous
client portfolios).
Please refer to Note 4 for the respective disclosure in the consolidated financial statements.
How the matter was addressed in our audit
As the loan portfolio is held at the level of Younited S.A., we have involved the component
auditors of Younited S.A. in the performance of the relevant procedures. With the support of
our component auditor’s credit risk and IT specialists, their work involved:
Assessing the methodology applied to determine the parameters used in the impairment
model and their correct input in the information systems;
Assessing the key parameters and assumptions that support the calculation of impairment
allowances for expected credit losses;
Performing controls on key Younited’s IT systems, including a review of general IT controls,
interfaces and automatic controls involved in the calculation of expected credit losses;
Assessing the design and implementation of the company’s bucketing process;
Recalculating on a sample basis impairment amounts for individual loans and advances to
customers.
We assessed the disclosures in the consolidated financial statements in relation to impairment
of loans and advances to customers with reference to the requirements of the IFRS Accounting
Standards as adopted by the European Union.
Fair Value measurement of loans and advances to Customers
Why the matter was considered to be one of most significance in our audit
As at 31 December 2024, the Group reports loans and advances to customers measured at
fair value of EUR 458,2 million (31 December 2023: EUR 477,3 million) representing 37% of
total assets (31 December 2023: 34%).
These loans and advances to customers are not traded in an active market, therefore
significant judgments and estimates are applied by management in its assessment of their fair
value.
We considered the assessment of fair value on loans and advances to customers as a key
audit matter due to the materiality of this item and the significant degree of judgement and
estimation in determining the main valuation assumptions (e.g. maturity, credit spreads, market
interest rates).
Please refer to Note 4 for the respective disclosure in the consolidated financial statements.
Not named
How the matter was addressed in our audit
As the loan portfolio at fair value is held at the level of Younited S.A., we have involved the
component auditors of Younited S.A. in the performance of the relevant procedures. With the
support of component auditor specialists, their work involved:
Assessing the methodology applied to determine the fair value of the loans and advances
to customers;
Assessing the key parameters and assumptions that support the estimate of the fair value;
Performing controls on key Younited’s IT systems including a review of general IT controls,
interfaces and automatic controls involved in the calculation of fair values;
Recalculating on a sample basis the fair value for individual loans and advances to
customers.
We assessed the disclosures in the consolidated financial statements in relation to fair value
measurement of loans and advances to customers with reference to the requirements of the
IFRS Accounting Standards as adopted by the European Union.
Other Matter relating to comparative information
The Group has been established with effect 20 December 2024 through a business
combination agreement between Younited Financial S.A. and Younited S.A.. While Younited
Financial S.A. is the legal acquirer of Younited S.A., the transaction described in Note 3
determines Younited S.A. as the accounting acquirer according to IFRS 3.
As a consequence, the comparative information presented in the consolidated financial
statements of the Group as at and for the year ended 31 December 2024 for the financial year
2023 relates to the statutory financial statements of Younited S.A..
The financial statements of Younited S.A. as at and for the year ended 31 December 2023 and
(from which the statement of financial position as at 1 January 2023 has been derived),
excluding the adjustments described in Note 17 to the consolidated financial statements were
audited by another auditor who expressed an unmodified opinion on those financial statements
on 8 October 2024.
As part of our audit of the consolidated financial statements as at and for the year ended
31 December 2024, we audited the adjustments described in Note 17 that were applied to
restate the comparative information presented as at and for the year ended 31 December 2023
and the statement of financial position as at 1 January 2023 in the application of IFRS 3.
We were not engaged to audit the financial statements for the year ended 31 December 2023
or the statement of financial position as at 1 January 2023, other than with respect to the
adjustments described in Notes 3 and 17 to the consolidated financial statements.
Accordingly, we do not express an opinion or any other form of assurance on those respective
financial statements taken as a whole. However, in our opinion, the adjustments described in
Note 3 and 17 are appropriate and have been properly applied.
Not named
Other information
The Board of Directors is responsible for the other information. The other information
comprises the information stated in the consolidated annual report including the consolidated
management report and the Corporate Governance Statement but does not include the
consolidated financial statements and our report of the “réviseur d'entreprises agréé” thereon.
Our opinion on the consolidated financial statements does not cover the other information and
we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to
read the other information and, in doing so, consider whether the other information is materially
inconsistent with the consolidated financial statements or our knowledge obtained in the audit
or otherwise appears to be materially misstated. If, based on the work we have performed, we
conclude that there is a material misstatement of this other information, we are required to
report this fact. We have nothing to report in this regard.
Responsibilities of the Board of Directors for the consolidated financial statements
The Board of Directors is responsible for the preparation and fair presentation of the
consolidated financial statements in accordance with IFRS Accounting Standards as adopted
by the European Union, and for such internal control as the Board of Directors determines is
necessary to enable the preparation of consolidated financial statements that are free from
material misstatement, whether due to fraud or error.
The Board of Directors is responsible for presenting and marking up the consolidated financial
statements in compliance with the requirements set out in the Delegated Regulation 2019/815
on European Single Electronic Format (“ESEF Regulation”).
In preparing the consolidated financial statements, the Board of Directors is responsible for
assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the Board of
Directors either intends to liquidate the Group or to cease operations, or has no realistic
alternative but to do so.
Responsibilities of the “réviseur d’entreprises agréé” for the audit of the consolidated financial
statements
The objectives of our audit are to obtain reasonable assurance about whether the consolidated
financial statements as a whole are free from material misstatement, whether due to fraud or
error, and to issue a report of the “réviseur d’entreprises agréé” that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit
conducted in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016 and
with ISAs as adopted for Luxembourg by the CSSF will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
Our responsibility is to assess whether the consolidated financial statements have been
prepared in all material respects with the requirements laid down in the ESEF Regulation.
Not named
As part of an audit in accordance with the EU Regulation N° 537/2014, the Law of 23 July 2016
and with ISAs as adopted for Luxembourg by the CSSF, we exercise professional judgment
and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial
statements, whether due to fraud or error, design and perform audit procedures responsive
to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis
for our opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances, but not for the purpose of expressing
an opinion on the effectiveness of the Group’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of
accounting estimates and related disclosures made by the Board of Directors.
Conclude on the appropriateness of the Board of Directors’ use of the going concern basis
of accounting and, based on the audit evidence obtained, whether a material uncertainty
exists related to events or conditions that may cast significant doubt on the Group’s ability
to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our report of the “réviseur d’entreprises agréé” to the related
disclosures in the consolidated financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the audit evidence obtained up to the
date of our report of the “réviseur d’entreprises agréé”. However, future events or conditions
may cause the Group to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the consolidated financial
statements, including the disclosures, and whether the consolidated financial statements
represent the underlying transactions and events in a manner that achieves fair
presentation.
Obtain sufficient appropriate audit evidence regarding the financial information of the
entities and business activities within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction, supervision and performance of
the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the
planned scope and timing of the audit and significant audit findings, including any significant
deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with
relevant ethical requirements regarding independence, and to communicate with them all
relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with those charged with governance, we determine those
matters that were of most significance in the audit of the consolidated financial statements of
the current period and are therefore the key audit matters. We describe these matters in our
report unless law or regulation precludes public disclosure about the matter.
Report on other legal and regulatory requirements
We have been appointed as “réviseur d’entreprises agréé” by the extraordinary general
meeting of shareholders on 12 December 2024 and the duration of our uninterrupted
engagement, including previous renewals and reappointments, is 1 year.
Not named
The consolidated management report is consistent with the consolidated financial statements
and has been prepared in accordance with applicable legal requirements.
The Corporate Governance Statement is included in the consolidated management report. The
information required by Article 68ter paragraph (1) letters c) and d) of the law of
19 December 2002 on the commercial and companies register and on the accounting records
and annual accounts of undertakings as amended, is consistent with the consolidated financial
statements and has been prepared in accordance with applicable legal requirements.
We confirm that the audit opinion is consistent with the additional report to the audit committee
or equivalent.
We confirm that the prohibited non-audit services referred to in the EU Regulation N° 537/2014
were not provided and that we remained independent of the Group in conducting the audit.
We have checked the compliance of the consolidated financial statements of the Group as at
31 December 2024 with relevant statutory requirements set out in the ESEF Regulation that
are applicable to consolidated financial statements.
For the Group it relates to:
consolidated financial statements prepared in a valid xHTML format;
The XBRL markup of the consolidated financial statements using the core taxonomy and
the common rules on markups specified in the ESEF Regulation.
In our opinion, the consolidated financial statements of Younited Financial S.A. as at
31 December 2024, identified younited-2024-12-31-0-en.zip have been prepared, in all
material respects, in compliance with the requirements laid down in the ESEF Regulation
Our audit report only refers to the consolidated financial statements of Younited Financial S.A.
as at 31 December 2024, identified as younited-2024-12-31-0-en.zip prepared and presented
in accordance with the requirements laid down in the ESEF Regulation, which is the only
authoritative version
Luxembourg, 4 April 2025
KPMG Audit S.à r.l.
Cabinet de révision agréé
Pia Schanz