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Independent Auditor’s Report

“To the InVision Aktiengesellschaft, Düsseldorf, Germany

Audit Opinions

We have audited the consolidated annual financial statements of InVision Aktiengesellschaft and its Subsidiaries (the Group) – consisting of consolidated balance sheet as at December 31, 2019, the consolidated income statement, the consolidated statement of changes in equity, the consolidated cash flow statement for the financial year from January 1, 2019 to December 31, 2019, and the notes to the consolidated financial statements, including the presentation of the recognition and measurement policies. In addition, we have audited the group management report of InVision Aktiengesellschaft for the financial year from January 1, 2019 to December 31, 2019. In accordance with German legal requirements, we have not audited the content of the corporate governance declaration referred to in the section “Corporate Governance Declaration” (Erklärung zur Unternehmensführung) of the Group Management Report.

In our opinion, on the basis of the knowledge obtained in the audit

  • the accompanying consolidated financial statements comply, in all material respects with IFRS as adopted by the EU and the additional requirements of German commercial law pursuant to § 315e (1) of the Handelsgesetzbuch (HGB) and give a true and fair view of the assets, liabilities and financial position of the Group as at December 31, 2019 and of its financial performance for the financial year from January 1, 2019 to December 31, 2019 in compliance with German Legally Required Accounting Principles, and
  • the accompanying group management report as a whole provides an appropriate view of the Group’s position. In all material respects, this group management report is consistent with the consolidated financial statements, complies with German legal requirements and appropriately presents the opportunities and risks of future development. Our opinion on the group management report does not extend to the contents of the group declaration on corporate governance, to which reference is made in the section “Corporate Governance Declaration” (Erklärung zur Unternehmensführung) of the Group Management Report.

Pursuant to § 322 (3) sentence 1 HGB, we declare that our audit has not led to any reservations relating to the legal compliance of the annual financial statements and of the group management report.

Basis for Audit Opinions

We conducted our audit of the consolidated financial statements and of the group management report in accordance with § 317 HGB and the EU Audit Regulation (No. 537/2014; hereinafter “EU-APrVO”) and in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (Institute of Public Auditors in Germany - IDW). Our responsibilities under those requirements and principles are further described in the “Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report” section of our auditor’s report. We are independent of the Group Company in accordance with the requirements of German commercial and professional law, and we have fulfilled our other German professional responsibilities in accordance with these requirements. In addition, we declare pursuant to Article 10 (2) (f) of the EU-APrVO that we have not provided any prohibited non-audit services pursuant to Article 5 (1) of the EU-APrVO. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the consolidated financial statements and on the group management report.

Key audit matters in the audit of the consolidated financial statements

Key audit matters are those that, based on our professional judgement, were most significant in our audit of the consolidated financial statements for the financial year from January 1, 2019 to December 31, 2019. These matters were taken into account in the context of our audit of the consolidated financial statements as a whole and in the formation of our opinion; we have not issued a separate opinion on these matters.

In our opinion, the following key audit matters were most significant:

  • Revenue recognition
  • Deferred taxes on losses carried forward

We have structured our presentation of these key audit matters as follows:

  1. Matter and problem
  2. Audit procedure and findings
  3. Reference to further information

The key audit matters are presented below:

Revenue recognition

  1. Revenue recognition was selected as a key audit matter because it identified a significant risk within the meaning of IDW PS 261 n.F. and because it was also the most significant audit issue for the current reporting period. Significant risks are risks of error, which, due to their nature or the extent of possible misstatements in the financial statements, require special attention during the audit. The risk of error here lies primarily in the failure to record sales revenues in a timely manner (especially too early) and thus in the excessive reporting of results such as EBIT, EBT and consolidated net income.
  2. In the course of our audit, we have, among other things, based on the sales revenues recorded by the companies included in the consolidated financial statements and for the various types of revenue, obtained evidence on a sample basis for the provision of services up to the balance sheet date. In selecting random samples, we also assumed the amount of individual sales revenues in order to achieve the greatest possible coverage of the reported sales revenues by our audit. In addition, we have selected samples and examined the appropriate recording on the basis of evidence. Where, in the case of invoices to customers covering more than one reporting date, accruals had to be made, we satisfied ourselves that the accruals made were correct and that the revenues were allocated to the correct accounting period. In addition, we examined the total number of services provided to customers in the fiscal year, determined on the basis of pre-systems (customer platform), in those sales areas in which this was possible due to the nature of the services, to ensure that they were consistent with the recorded revenues. We also examined the order-related billing parameters taken into account in this context on the basis of underlying contracts and general conditions in random samples.
  3. In the consolidated financial statements of InVision Aktiengesellschaft, revenues of k€ 12.618 are reported in the IFRS statement of comprehensive income. In addition, explanations are provided in the notes to the consolidated financial statements under item 42 and the results based on this in the following items and in the Group management report in the section „Ertragslage“.

Deferred taxes on losses carried forward Steuern auf Verlustvorträge

  1. Due to the assessment by the legal representatives required for the capitalization or non-capitalization of deferred taxes and due to the amount of unrecognized loss carryforwards, we have identified this matter as a particularly important audit issue. A deferred tax asset on temporary differences and on as yet unused tax losses carried forward must be recognised to the extent that it is probable that future taxable income will be available against which the unused losses or tax benefits can be offset.
  2. In order to assess the appropriate accounting treatment, we have examined the underlying assumptions and the origin of the tax loss carryforwards as part of the audit. This included an assessment of whether, on the basis of the planning with its implicit planning uncertainties, it was possible to waive capitalization of the tax loss carryforwards both for the Group as a whole and at the level of the individual companies concerned.
  3. InVision Aktiengesellschaft has not recognised any deferred taxes on tax loss carryforwards totaling k€ 6.194 (measured at the applicable tax rate of k€ 1,734) in its IFRS consolidated financial statements. In the consolidated financial statements of InVision Aktiengesellschaft, an explanation of the existing non-capitalised loss carryforwards can be found in note 29 of the notes to the consolidated financial statements.

Other Information

The legal representatives are responsible for other information. The other information comprises:

  • the consolidated corporate governance statement, which is referred to in the section “Corporate Governance Statement” of the Group Management Report; this is an unaudited part of the Group Management Report,
  • the remaining parts of the Annual Report, with the exception of the audited consolidated financial statements and Group management report and our audit opinion,
  • the Corporate Governance Report in accordance with No. 3.10 of the German Corporate Governance Code and
  • the assurance in accordance with § 297 (2) sentence 4 of the HGB for the consolidated financial statements and the assurance in accordance with § 315 (1) sentence 5 of the HGB for the Group management report.

Our audit opinions on the consolidated financial statements and the Group management report do not extend to the other information, and accordingly we do not offer any audit opinion or any other form of audit conclusion on it.

In connection with our audit, we have the responsibility to read the other information and assess whether the other information

  • contains material inconsistencies with the consolidated financial statements, the Group Management Report or our findings from the audit; or
  • is otherwise materially misrepresented.

Responsibilities of the Legal Representatives and the Supervisory Board for the Annual Financial Statements and the Management Report

The executive directors are responsible for the preparation of the consolidated financial statements that comply, in all material respects, with the IFRS, as adopted by the EU, and the additional requirements of German law pursuant to § 315e (1) HGB and that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with German Legally Required Accounting Principles. In addition, the legal representatives are responsible for such internal control as they, in accordance with German Legally Required Accounting Principles, have determined necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, the legal representatives are responsible for assessing the Group’s ability to continue as a going concern. They also have the responsibility for disclosing, as applicable, matters related to going concern. In addition, they are responsible for financial reporting based on the going concern basis of accounting, provided no actual or legal circumstances conflict therewith.

Furthermore, the legal representatives as executive directors are responsible for the preparation of the group management report that as a whole provides an appropriate view of the Group’s position and is, in all material respects, consistent with the consolidated financial statements, complies with German legal requirements, and appropriately presents the opportunities and risks of future development. In addition, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a group management report that is in accordance with the applicable German legal requirements, and to be able to provide sufficient appropriate evidence for the assertions in the group management report.

The supervisory board is responsible for overseeing the Company’s financial reporting process for the preparation of the consolidated financial statements and of the group management report.

Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management Report

Our objectives 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 whether the group management report as a whole provides an appropriate view of the Group’s position and, in all material respects, is consistent with the consolidated financial statements and the knowledge obtained in the audit, complies with the German legal requirements and appropriately presents the opportunities and risks of future development, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements and on the group management report.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with § 317 HGB and the EU-APrVO in compliance with German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer (IDW) will always detect a material misstatement. 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 and this group management report.

We exercise professional judgment and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the consolidated financial statements and of the group management report, 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 audit opinions. 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 controls.
  • Obtain an understanding of internal control relevant to the audit of the consolidated financial statements and of arrangements and measures (systems) relevant to the audit of the group management report in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an audit opinion on the effectiveness of these systems.
  • Evaluate the appropriateness of accounting policies used by the executive directors and the reasonableness of estimates made by the executive directors and related disclosures.
  • Conclude on the appropriateness of the executive 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 the auditor’s report to the related disclosures in the consolidated financial statements and in the group management report or, if such disclosures are inadequate, to modify our respective audit opinions. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to be able 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 present the underlying transactions and events in a manner that the consolidated financial statements give a true and fair view of the assets, liabilities, financial position and financial performance of the Group in compliance with IFRS as adopted by the EU and the additional requirements of German commercial law pursuant ti Sec. 315e (1) HGB.
  • Obtain sufficient suitable audit evidence for the accounting information of the Companies or business activities within the Group to express an opinion on the consolidated financial statements and the group management report. We are responsible for the direction, monitoring, and performance of the audit of the consolidated financial statements. We are solely responsible for our audit opinions.
  • Evaluate the consistency of the group management report with the consolidated financial statements, its conformity with German law, and the view of the Group’s position it provides.
  • Perform audit procedures on the prospective information presented by the executive directors in the group management report. On the basis of sufficient appropriate audit evidence, we evaluate, in particular, the significant assumptions used by the executive directors as a basis for the prospective information, and evaluate the proper derivation of the prospective information from these assumptions. We do not express a separate (audit) opinion on the prospective information and on the assumptions used as a basis. There is a substantial unavoidable risk that future events will differ materially from the prospective information.

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 make a declaration to those charged with governance, that we have complied with the relevant independence requirements and discuss with them all relationships and other matters that can reasonably be expected to affect our independence and the safeguards put in place to protect it.

Of the matters that we have discussed with those charged with governance, we have identified those matters that were most significant in the audit of the consolidated financial statements for the current reporting period and are therefore the most significant audit matters. We describe these matters in our audit opinion unless laws or regulations preclude public disclosure of the matters.

OTHER STATUTORY AND LEGAL REQUIREMENTS

Other information according to Article 10 of the EU Audit Regulation

We were elected as the auditor of the consolidated financial statements by the Annual General Meeting on May 28, 2019. We confirmed the engagement in writing on December 30, 2019. The Supervisory Board countersigned the confirmation in writing on January 27, 2020. We have been the auditors of the consolidated financial statements of InVision Aktiengesellschaft without interruption since fiscal year 2007.

We declare that the audit opinions contained in this audit report are consistent with the additional report to the Board in accordance with Article 11 of the EU Audit Regulation (audit report).

RESPONSIBLE AUDITOR

The auditor responsible for the audit is Rainer Grote.“

Düsseldorf, March 16, 2020

RSM GmbH
Wirtschaftsprüfungsgesellschaft
Steuerberatungsgesellschaft

Grote - Wirtschaftsprüfer
Knöpfle - Wirtschaftsprüfer