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d
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
☐☐
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
☐☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐☐
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report
Commission file number: 001-38863
JUMIA TECHNOLOGIES AG
(Exact Name of Registrant as Specified in its Charter)
N/A
(Translation of registrant’s name into English)
Skalitzer Strasse 104
10997 Berlin, Germany
+49 (30) 398 20 34 54
(Address of registrant’s registered office)
Sacha Poignonnec
Skalitzer Strasse 104
10997 Berlin, Germany
+49 (30) 398 20 34 54
(Name, Telephone, E-Mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Trading Symbol(s) Name of Each Exchange On Which Registered
American Depositary Shares JMIA New York Stock Exchange
Ordinary Shares, no par value N/A New York Stock Exchange
1
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
179,259,246 ordinary shares, no par value.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ◻ No ⌧
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ◻ No ⌧
Note—checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ⌧ No ◻
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit such files).
Yes ⌧ No ◻
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer ◻ Accelerated Filer ⌧ Non-accelerated filer ◻
Emerging Growth Company ☒
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ◻
International Financial Reporting Standards as issued
by the International Accounting Standards Board ⌧
Other ◻
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow Item 17 ◻ Item 18 ◻
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ⌧
1 Not for trading, but only in connection with the listing on The New York Stock Exchange of American Depository Shares.
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TABLE OF CONTENTS
Page
Introduction i
Presentation of Certain Financial and Other Information i
Market and Industry Data i
Trademarks, Service Marks and Tradenames i
Information Regarding Forward-Looking Statements ii
Part I 1
Item 1. Identity of Directors, Senior Management and Advisers 1
Item 2. Offer Statistics and Expected Timetable 1
Item 3. Key Information 1
Item 4. Information on the Company 55
Item 4A. Unresolved Staff Comments 80
Item 5. Operating and Financial Review and Prospects 80
Item 6. Directors, Senior Management and Employees 99
Item 7. Major Shareholders and Related Party Transactions 116
Item 8. Financial Information 119
Item 9. The Offer and Listing 119
Item 10. Additional Information 120
Item 11. Quantitative and Qualitative Disclosures About Market Risk 132
Item 12. Description of Securities Other Than Equity Securities 135
Item 13. Defaults, Dividend Arrearages and Delinquencies 137
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds 137
Item 15. Controls and Procedures 138
Item 16A. Audit Committee Financial Expert 139
Item 16B. Code of Ethics 139
Item 16C. Principal Accountant Fees and Services 139
Item 16D. Exemptions from the Listing Standards for Audit Committees 140
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 140
Item 16F. Change in Registrant’s Certifying Accountant 140
Item 16G. Corporate Governance 140
Item 16H. Mine Safety Disclosure 141
PART II 141
Item 17. Financial Statements 141
Item 18. Financial Statements 142
Item 19. Exhibits 143
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i
INTRODUCTION
We conduct our business through Jumia Technologies AG, a German stock corporation (Aktiengesellschaft) and its
subsidiaries. Except where the context otherwise requires or where otherwise indicated, the terms “Jumia,” the “Company,” the
“Group,” “we,” “us,” “our,” “our company” and “our business” refer to Jumia Technologies AG together with its consolidated
subsidiaries as a consolidated entity.
PRESENTATION OF CERTAIN FINANCIAL AND OTHER INFORMATION
We report under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board (the “IASB”), which differ in certain significant respects from U.S. generally accepted accounting principles
(“U.S. GAAP”).
Our consolidated financial statements are reported in euros, which are denoted “euros,” “EUR” or “€” throughout this
Annual Report on Form 20-F (“Annual Report”) and refer to the currency introduced at the start of the third stage of European
economic and monetary union pursuant to the treaty establishing the European Community, as amended. Also, throughout this
Annual Report, the terms “dollar,” “USD” or “$” refer to U.S. dollars. Unless otherwise noted, all translations of euro amounts
into dollar amounts were calculated at a rate of €1.00 = $1.2230, which equals the noon buying rate of the Federal Reserve Bank
of New York on December 31, 2020. You should not assume that, on that or any other date, one could have converted these
amounts of euros into dollars at this exchange rate.
Financial information in thousands or millions, and percentage figures have been rounded. Rounded total and sub-total
figures in tables may differ marginally from unrounded figures indicated elsewhere in this Annual Report or in the consolidated
financial statements. Moreover, rounded individual figures and percentages may not produce the exact arithmetic totals and sub-
totals indicated elsewhere in this Annual Report.
MARKET AND INDUSTRY DATA
We obtained the industry, market and competitive position data from our own internal estimates, surveys, and research
as well as from publicly available information, industry and general publications and research, surveys and studies conducted by
third parties, including, but not limited to, the International Monetary Fund (“IMF”), the African Development Bank, the World
Bank, the Central Intelligence Agency (“CIA”), Statista, GSMA, Ovum, the Alliance for Affordable Internet, IDC, the United
Nations, and the United Nations Economic Commission for Africa. None of the independent industry publications used in this
Annual Report were prepared on our behalf.
Industry publications, research, surveys, studies and forecasts generally state that the information they contain has been
obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed.
Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and
uncertainties as the other forward-looking statements in this Annual Report. These forecasts and forward-looking information are
subject to uncertainty and risk due to a variety of factors, including those described under Item 3. “Key Information—D. Risk
Factors.” These and other factors could cause results to differ materially from those expressed in our forecasts or estimates or
those of independent third parties.
TRADEMARKS, SERVICE MARKS AND TRADENAMES
We have proprietary rights to trademarks used in this Annual Report that are important to our business, many of which
are registered under applicable intellectual property laws. Solely for convenience, the trademarks, service marks, logos and trade
names referred to are without the
®
and ™ symbols, but such references are not intended to indicate, in any way, that we will not
assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service
marks and trade names.
This Annual Report contains additional trademarks, service marks and trade names of others, which are the property of
their respective owners. All trademarks, service marks and trade names appearing in this Annual Report are, to our knowledge,
the property of their respective owners. We do not intend our use or display of other companies’ trademarks, service marks,
copyrights or trade names to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
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ii
INFORMATION REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report contains forward-looking statements that relate to our current expectations and views of future
events. These statements relate to events that involve known and unknown risks, uncertainties and other factors, including those
listed under Item 3. “Key Information—D. Risk Factors,” which may cause our actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking
statements.
In some cases, these forward-looking statements can be identified by words or phrases such as “believe,” “may,” “will,”
“expect,” “estimate,” “could,” “should,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,”
“is/are likely to” or other similar expressions. Forward-looking statements contained in this Annual Report include, but are not
limited to, statements about:
● our future business and financial performance, including our revenue, operating expenses and our ability to maintain
profitability and our future business and operating results;
● our strategies, plan, objectives and goals; and
● our expectations regarding the development of our industry, internet penetration, market size and the competitive
environment in which we operate.
These forward-looking statements are subject to risks, uncertainties and assumptions, some of which are beyond our
control. In addition, these forward-looking statements reflect our current views with respect to future events and are not a
guarantee of future performance. Actual outcomes may differ materially from the information contained in the forward-looking
statements as a result of a number of factors, including, without limitation, the risk factors set forth in Item 3. “Key Information
—D. Risk Factors,” including the following:
● we have incurred significant losses since inception and there is no guarantee that we will achieve or sustain profitability
in the future;
● we rely on external financing and may not be able to raise necessary additional capital on economically acceptable
terms or at all;
● our markets pose significant operational challenges that require us to expend substantial financial resources;
● we face risks related to health epidemics and other outbreaks such as COVID-19, which could significantly disrupt our
supply chain and our operations, and could negatively affect our development;
● many of our countries of operation are, or have been, characterized by political instability or changes in regulatory or
other government policies;
● our business may be materially and adversely affected by an economic slowdown in any region of Africa;
● currency volatility and inflation may materially adversely affect our business;
● uncertainties with respect to the legal system in certain African markets could adversely affect us;
● our business may be materially and adversely affected by violent crime or terrorism in any region of Africa;
● growth of our business depends on an increase in internet penetration in Africa and other external factors, some of
which are beyond our control;
● we face competition, which may intensify;
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iii
● we may be unable to adapt to changes in our industry or successfully launch and monetize new and innovative
technologies, as a result of which our growth and profitability could be adversely affected;
● we may not be able to maintain our existing partnerships, strategic alliances or other business relationships or enter into
new ones. We may have limited control over such relationships, and these relationships may not provide the anticipated
benefits;
● we may fail to maintain or grow the size of our consumer base or the level of engagement of our consumers;
● sellers set their own prices and decide which goods they make available on our marketplace, which could affect our
ability to respond to consumer preferences and trends;
● we use third-party carriers as part of our fulfillment process, giving us limited control over the fulfillment process and
exposing us to challenges should we need to replace carriers;
● we may experience malfunctions or disruptions of our technology systems;
● we may experience security breaches and disruptions due to hacking, viruses, fraud, malicious attacks and other
circumstances;
● we conduct a substantial amount of our business in foreign currencies, which heightens our exposure to the risk of
exchange rate fluctuations.
The forward-looking statements made in this Annual Report relate only to events or information as of the date on which
the statements are made in this Annual Report. Except as required by law, we undertake no obligation to update or revise publicly
any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the
statements are made or to reflect the occurrence of unanticipated events. You should read this Annual Report and the documents
that we have filed as exhibits to this Annual Report completely and with the understanding that our actual future results or
performance may be materially different from what we expect.
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1
PART I
Item 1. Identity of Directors, Senior Management and Advisers
Not applicable.
Item 2. Offer Statistics and Expected Timetable
Not applicable.
Item 3. Key Information
A. Selected Financial Data
The following tables present the selected consolidated financial information for our company. The financial data as of
and for the years ended December 31, 2017, December 31, 2018, December 31, 2019 and December 31, 2020 have been derived
from our audited consolidated financial statements and the related notes, which are included for the years December 31, 2019 and
December 31, 2020 elsewhere in this Annual Report and which have been prepared in accordance with IFRS as issued by the
IASB. For fiscal years ended December 31, 2017 and 2018, refer to our previously filed annual reports on Form 20-F and 20 F/A.
The financial data presented below are not necessarily indicative of the financial results to be expected for any future
periods. The financial data below do not contain all the information included in our financial statements. You should read this
information in conjunction with Item 5. “Operating and Financial Review and Prospects,” and our consolidated financial
statements and related notes, each included elsewhere in this Annual Report.
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2
Consolidated Statement of Operations
For the year ended December 31,
2017 2018 2019 2020
EUR EUR EUR EUR
(in millions, except for per share data)
Revenue 93.1 129.1 160.4 139.6
Cost of revenue (65.8) (84.8) (84.5) (46.8)
Gross profit
27.2 44.2 75.9 92.8
Fulfillment expense (34.4) (50.5) (77.4) (69.3)
Sales and advertising expense (36.9) (46.0) (56.0) (32.5)
Technology and content expense (20.6) (22.4) (27.3) (27.8)
General and administrative expense
(1)
(89.1) (94.9) (144.5) (115.7)
Other operating income 1.3 0.2 1.9 3.3
Other operating expense (2.2) (0.3) (0.5) (0.1)
Operating loss
(154.7) (169.7) (227.9) (149.2)
Finance income 2.3 1.6 4.0 4.9
Finance costs (1.5) (1.3) (2.6) (14.0)
Loss before income tax
(153.9) (169.5) (226.5) (158.3)
Income tax expense (11.5) (0.9) (0.6) (2.6)
Net Loss
(165.4) (170.4) (227.1) (161.0)
Net Loss attributable to equity holders of the Company (161.6) (170.1) (226.7) (160.9)
Net Loss per share
Basic and diluted (1.70) (1.79) (1.61) (1.00)
Shares used in loss per share computation
Basic and diluted 95.0 95.0 140.7 160.7
Loss per American Depositary Share ("ADS", each ADS representing two
ordinary shares)
Basic and diluted (3.40) (3.58) (3.22) (2.00)
ADSs used in loss per ADS computation
Basic and diluted 47.5 47.5 70.3 80.3
(1) Includes share-based compensation of €26.3 million in 2017, €17.4 million in 2018, €37.3 million in 2019 and €21.6 million
in 2020.
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Consolidated Statement of Financial Position Data
As of December 31,
2017 2018 2019 2020
EUR EUR EUR EUR
(in millions)
Non-current assets 5.0 6.6 19.1 18.5
Current assets 66.5 135.4 278.1 337.4
Total assets 71.5 142.0 297.2 355.9
Share capital 0.1 0.1 156.8 179.3
Share premium 629.8 845.8 1,018.3 1,205.3
Other reserves 50.9 66.1 104.1 108.6
Accumulated losses (677.7) (862.0) (1,096.1) (1,268.7)
Equity attributable to the equity holders of the Company 3.2 50.0 183.1 224.5
Total equity (12.6) 49.8 182.6 224.2
Non-current liabilities - 0.4 7.6 9.2
Current liabilities 84.1 91.8 107.1 122.6
Total liabilities 84.1 92.2 114.6 131.8
Total equity and liabilities 71.5 142.0 297.2 355.9
Consolidated Statement of Cash Flows
For the year ended December 31,
2017 2018 2019 2020
EUR EUR EUR EUR
(in millions)
Net cash flows used in operating activities (117.0) (139.0) (182.6) (98.5)
Net cash flows (used in) / from investing activities (2.6) (3.6) (67.7) 60.0
Net cash flows from financing activities 121.6 213.2 316.8 187.1
Net increase in cash and cash equivalents 2.0 70.6 66.5 148.7
Cash and cash equivalents at the beginning of the year 29.8 29.7 100.6 170.0
Cash and cash equivalents at the end of the year 29.7 100.6 170.0 304.9
Selected Other Data
(1)
For the year ended December 31,
2017 2018 2019 2020
(in millions)
Annual Active Consumers 2.7 4.0 6.1 6.8
Orders n/a 14.4 26.5 27.9
GMV
(2)
€ 507.1 € 828.2 € 1,097.6 € 836.5
TPV n/a 54.8 € 124.3 € 196.4
JumiaPay Transactions n/a 2.0 7.6 9.6
Adjusted EBITDA € (126.8)€ (150.2) € (182.7) € (119.5)
(1) See “Non-IFRS and Other Financial and Operating Metrics” below.
(2) For information on our GMV as adjusted for perimeter changes as a result of the portfolio optimization undertaken during
the fourth quarter of 2019 as further described under Item 4. “Information on the Company—A. History and Development of
the Company—Corporate History and Recent Transactions” as well as improper sales practices as further described under
Item 4. “Information on the Company—A. History and Development of the Company—Sales Practices Review”, see Item 5.
“Operating and Financial Review and Prospects—Operating Results—Comparison of Fiscal Years Ended December 31,
2018, December 31, 2019 and December 31, 2020—Consolidated Statement of Operations—Quarterly Data.”
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4
Non-IFRS and Other Financial and Operating Metrics
We have included in this Annual Report certain financial measures and metrics not based on IFRS, including Adjusted
EBITDA, Adjusted EBITDA Margin as well as operating metrics, including GMV, Annual Active Consumers, Orders, TPV and
JumiaPay Transactions.
Adjusted EBITDA
We define Adjusted EBITDA as loss for the year adjusted for income tax expense (benefit), finance income, finance
costs, depreciation and amortization and further adjusted by share-based payment expense.
Adjusted EBITDA is a supplemental non-IFRS measure of our operating performance that is not required by, or
presented in accordance with, IFRS. Adjusted EBITDA is not a measurement of our financial performance under IFRS and
should not be considered as an alternative to loss for the year, loss before income tax or any other performance measure derived
in accordance with IFRS. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA
may not be comparable to similar measures disclosed by other companies, because not all companies and analysts calculate
Adjusted EBITDA in the same manner. We present Adjusted EBITDA because we consider it to be an important supplemental
measure of our operating performance. Management believes that investors’ understanding of our performance is enhanced by
including non-IFRS financial measures as a reasonable basis for understanding our ongoing results of operations. By providing
this non-IFRS financial measure, together with a reconciliation to the nearest IFRS financial measure, we believe we are
enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how
well we are executing our strategic initiatives.
Management uses Adjusted EBITDA:
● as a measurement of operating performance because it assists us in comparing our operating performance on a
consistent basis, as it removes the impact of items not directly resulting from our core operations.
● for planning purposes, including the preparation of our internal annual operating budget and financial projections.
● to evaluate the performance and effectiveness of our strategic initiatives; and
● to evaluate our capacity to expand our business.
Items excluded from this non-IFRS measure are significant components in understanding and assessing financial
performance. Adjusted EBITDA has limitations as an analytical tool and should not be considered in isolation, or as an
alternative to, or a substitute for analysis of our results reported in accordance with IFRS, including loss for the year. Some of the
limitations are:
● Adjusted EBITDA does not reflect our share-based payments, income tax expense (benefit) or the amounts necessary to
pay our taxes.
● although depreciation and amortization are eliminated in the calculation of Adjusted EBITDA, the assets being
depreciated and amortized will often have to be replaced in the future and such measures do not reflect any costs for
such replacements; and
● other companies may calculate Adjusted EBITDA differently than we do, limiting its usefulness as a comparative
measure.
Due to these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us
to invest in the growth of our business. We compensate for these and other limitations by providing a reconciliation of Adjusted
EBITDA to the most directly comparable IFRS financial measure, loss for the year.
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The following tables provide a reconciliation of loss for the year to Adjusted EBITDA for the periods indicated:
For the year ended December 31,
2017 2018 2019 2020
EUR EUR EUR EUR
(in millions)
Loss for the year (165.4) (170.4) (227.1) (161.0)
Income tax expense 11.5 0.9 0.6 2.6
Net Finance costs / (income) (0.8) (0.3) (1.4) 9.1
Depreciation and amortization 1.6 2.2 7.9 8.1
Share-based compensation 26.3 17.4 37.3 21.6
Adjusted EBITDA
(1)
(126.8) (150.2) (182.7) (119.5)
(1) Unaudited.
2017
(1)
First Quarter Second Quarter Third Quarter Fourth Quarter
EUR EUR EUR EUR
(unaudited, in millions)
Loss for the period (24.8) (30.1) (49.9) (60.6)
Income tax expense 0.0 0.3 0.2 10.9
Net Finance costs / (income) (0.2) 0.7 (0.1) (1.2)
Depreciation and amortization 0.5 0.4 0.5 0.3
Share-based compensation 0.4 (0.1) 20.7 5.2
Adjusted EBITDA
(1)
(24.1) (28.7) (28.6) (45.4)
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
2018
(1)
First Quarter Second Quarter Third Quarter Fourth Quarter
EUR EUR EUR EUR
(unaudited, in millions)
Loss for the period (34.1) (42.3) (40.9) (53.1)
Income tax expense 0.1 0.2 0.2 0.4
Net Finance costs / (income) (0.3) 0.1 0.1 (0.3)
Depreciation and amortization 0.5 0.5 0.6 0.6
Share-based compensation 3.6 5.8 4.3 3.7
Adjusted EBITDA
(1)
(30.2) (35.6) (35.8) (48.6)
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
2019
(1)
First Quarter Second Quarter Third Quarter Fourth Quarter
EUR EUR EUR EUR
(unaudited, in millions)
Loss for the period (45.8) (67.8) (49.9) (63.6)
Income tax expense / (benefit) 0.1 0.2 (0.2) 0.5
Net Finance costs / (income) 0.2 0.9 (4.3) 2.0
Depreciation and amortization 1.7 1.8 2.1 2.3
Share-based compensation 4.3 20.5 7.1 5.3
Adjusted EBITDA
(1)
(39.5) (44.4) (45.4) (53.4)
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
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2020
(1)
First Quarter Second Quarter Third Quarter Fourth Quarter
EUR EUR EUR EUR
(unaudited, in millions)
Loss for the period (42.3) (39.4) (32.4) (46.9)
Income tax expense 0.1 0.5 0.8 1.2
Net Finance costs / (income) (1.6) 1.3 3.6 5.7
Finance costs —
Depreciation and amortization 2.1 2.1 1.9 2.0
Share-based compensation 6.0 2.6 3.4 9.6
Adjusted EBITDA
(1)
(35.6) (32.9) (22.7) (28.3)
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
Annual Active Consumers
“Annual Active Consumers” means unique consumers who placed an order for a product or a service on our platform,
within the 12-month period preceding the relevant date, irrespective of cancellations or returns.
We believe that Annual Active Consumers is a useful indicator for adoption of our offering by consumers in our
markets.
Orders
“Orders” corresponds to the total number of orders for products and services on our platform, irrespective of
cancellations or returns, for the relevant period.
We believe that the number of orders is a useful indicator to measure the total usage of our platform, irrespective of the
monetary value of the individual transactions.
GMV
“Gross Merchandise Value” (“GMV”) corresponds to the total value of orders for products and services, including
shipping fees, value added tax, and before deductions of any discounts or vouchers, irrespective of cancellations or returns for the
relevant period.
We believe that GMV is a useful indicator for the usage of our platform that is not influenced by shifts in our sales
between first-party and third-party sales or the method of payment.
We use Annual Active Consumers, Orders and GMV as some of many indicators to monitor usage of our platform.
Total Payment Volume
“Total Payment Volume” (“TPV”) corresponds to the total value of orders for products and services for which JumiaPay
was used including shipping fees, value-added tax, and before deductions of any discounts or vouchers, irrespective of
cancellations or returns, for the relevant period.
We believe that TPV, which corresponds to the share of GMV for which JumiaPay was used, provides a useful indicator
of the development, and adoption by consumers, of the payment services offerings we make available, directly and indirectly,
through JumiaPay.
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JumiaPay Transactions
“JumiaPay Transactions” corresponds to the total number of orders for products and services on our marketplace for
which JumiaPay was used, irrespective of cancellations or returns, for the relevant period.
We believe that JumiaPay Transactions provides a useful indicator of the development, and adoption by consumers, of
the cashless payment services offerings we make available for orders on our platform irrespective of the monetary value of the
individual transactions.
We use TPV and the number of JumiaPay Transactions to measure the development of our payment services and the
progressive conversion of cash on delivery orders into prepaid orders.
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
D. Risk Factors
The following risks may have material adverse effects on our business, financial condition and results of operations.
Additional risks and uncertainties of which we are not presently aware or that we currently deem immaterial could also
materially affect our business operations and financial condition.
Summary Risk Factors
Our business is subject to numerous risks. We may be unable, for many reasons, including those that are beyond our
control, to implement our business strategy. In particular, risks associated with our business include, but are not limited to, the
following:
● we have incurred significant losses since inception and there is no guarantee that we will achieve or sustain
profitability in the future;
● we rely on external financing and may not be able to raise necessary additional capital on economically acceptable
terms or at all;
● our markets pose significant operational challenges that require us to expend substantial financial resources;
● we face risks related to health epidemics and other outbreaks such as COVID-19, which could significantly disrupt
our supply chain and our operations, and could negatively affect our development;
● many of our countries of operation are, or have been, characterized by political instability or changes in regulatory
or other government policies;
● our business may be materially and adversely affected by an economic slowdown in any region of Africa;
● currency volatility and inflation may materially adversely affect our business;
● uncertainties with respect to the legal system in certain African markets could adversely affect us;
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● our business may be materially and adversely affected by violent crime or terrorism in any region of Africa;
● growth of our business depends on an increase in internet penetration in Africa and other external factors, some of
which are beyond our control;
● we face competition, which may intensify;
● we may be unable to adapt to changes in our industry or successfully launch and monetize new and innovative
technologies, as a result of which our growth and profitability could be adversely affected;
● we may not be able to maintain our existing partnerships, strategic alliances or other business relationships or enter
into new ones. We may have limited control over such relationships, and these relationships may not provide the
anticipated benefits;
● we may fail to maintain or grow the size of our consumer base or the level of engagement of our consumers;
● sellers set their own prices and decide which goods they make available on our marketplace, which could affect our
ability to respond to consumer preferences and trends;
● we use third-party carriers as part of our fulfillment process, giving us limited control over the fulfillment process
and exposing us to challenges should we need to replace carriers;
● we may experience malfunctions or disruptions of our technology systems;
● we may experience security breaches and disruptions due to hacking, viruses, fraud, malicious attacks and other
circumstances;
● we conduct a substantial amount of our business in foreign currencies, which heightens our exposure to the risk of
exchange rate fluctuations.
Risks Related to Our Business, Operations and Financial Position
Detailed Risks Associated with our Business, Operations and Financial Position
We have incurred significant losses since inception and there is no guarantee that we will achieve or sustain
profitability in the future.
Jumia operates a pan-African e-commerce platform. Our platform primarily consists of our marketplace, which connects
businesses with consumers, our logistics service, which enables the shipping and delivery of packages, and our payment service,
JumiaPay, which, together with its network of licensed payment service providers and other partners, facilitates transactions
among participants active on our platform. We primarily generate revenue from commissions, where third-party sellers pay us
fees based on the goods and services they sell, and from the sale of goods where we act directly as seller. Our revenue is,
however, not sufficient to cover our operating expenses. Accordingly, since we were founded in 2012, we have not been
profitable on a consolidated basis. We incurred a loss for the year of €170.4 million in 2018, a loss for the year of €227.1 million
in 2019 and a loss for the year of €161.0 million in 2020. As of December 31, 2020, we had accumulated losses of €1.3 billion.
There is no guarantee that we will generate sufficient revenue in the future to offset the cost of maintaining our platform
and maintaining and growing our business. Furthermore, even if we achieve profitability in certain of our more mature markets,
where e-commerce is growing rapidly, there is no guarantee that we will be able to break even and achieve profitability in other
markets, where e-commerce adoption is slower. We expect that our operating expenses will
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continue to increase as we intend to expend substantial financial and other resources on acquiring and retaining sellers and
consumers, growing and maintaining our technology infrastructure and sales and marketing efforts and conducting general
administrative tasks associated with our business, including expenses related to being a public company. These investments may
not result in increased revenue growth. If we cannot successfully generate revenue at a rate that exceeds the costs associated with
our business, we will not be able to achieve or sustain profitability or generate positive cash flow on a sustained basis and our
revenue growth rate may decline.
If we fail to become and remain profitable, this could have a material adverse effect on our business, financial condition,
results of operations and prospects.
We rely on external financing and may not be able to raise necessary additional capital on economically acceptable
terms or at all.
Since our inception, we have had negative operating cash flows and have relied on external financing. While we
received net proceeds of $280.2 million from our April 2019 initial public offering, a concurrent private placement with
Mastercard Europe SA (“Mastercard”) and the issuance of shares to existing shareholders to protect them from dilution, and net
proceeds of $231.4 million from our December 2020 equity offering, we will require additional capital to finance our operations
and/or growth of our platform in the future. If we are not able to raise the required capital on economically acceptable terms, or at
all, or if we fail to project and anticipate our capital needs, we may be forced to limit or scale back our operations, which may
adversely affect our growth, business and market share and could ultimately lead to insolvency.
If we choose to raise capital by issuing new shares, our ability to place such shares at attractive prices, or at all, depends
on the condition of equity capital markets in general, the performance of our business and the price of our ADSs in particular, and
the price of our ADSs may be subject to considerable fluctuation.
Currently, debt financing from independent third parties is unlikely to be available to us due to our loss making history,
negative operating cash flows and lack of significant physical assets and collateral. If debt financing were available, such
financing may require us to post collateral in favor of the relevant lenders or impose other restrictions on our business and
financial position. Such restrictions may adversely affect our operations and ability to grow our business as intended. A breach of
the relevant covenants or other contractual obligations contained in any of our current or future external financing agreements
may trigger immediate prepayment obligations or may allow the relevant lenders to seize collateral posted by us, all of which
may adversely affect our business. In addition, if we raise capital through debt financing on unfavorable terms, this could
adversely affect our operational flexibility and profitability.
An inability to obtain capital on economically acceptable terms, or at all, could have a material adverse effect on our
business, financial condition, results of operations and prospects.
Our markets pose significant operational challenges that require us to expend substantial financial resources.
We operate in emerging markets in Africa. While we believe that our markets offer opportunities for an e-commerce
company, they are also characterized by fragmented and largely underdeveloped logistics, delivery, and digital payment
landscapes, which can differ significantly in the consumer markets in which we operate. This underdeveloped infrastructure
restricts and complicates the movement of people and goods, which may make our delivery service too expensive or our delivery
times too long to effectively compete with offline stores, in particular outside of main urban centers. Underdeveloped
infrastructure may also limit our growth prospects by obstructing access to potential consumers. Lack of an established, secure
and convenient cashless payment system in many markets also poses significant challenges for sellers. From our experience, we
believe that a large percentage of our consumers either do not have a bank account or do not trust online payments, which is why
cash on delivery is still a payment method used by many of our consumers.
In order to overcome the challenges posed by our markets, we have had to develop significant logistics, delivery and
payment infrastructures, which include, for example, the operation of warehouses and drop-off centers, the
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integration of third-party logistics providers, the establishment of our own delivery and last-mile delivery fleet in certain cities,
the design of our independent technology platform and the provision of unconventional payment options. These factors make our
operations more complex than those of similar businesses in more developed markets and may place a higher risk on us, for
example, due to a higher number of failed orders, the risk of fraud or otherwise. The costs incurred by us to meet these challenges
have, and may continue to, put a strain on our financial resources, may be unjustified in light of the benefits they bring us and
may make it challenging for us to reach profitability. In particular, there is no guarantee that the markets in which we currently
operate will prove to be as attractive as we currently believe them to be, which could have a material adverse effect on our
business, financial condition, results of operations and prospects.
We face risks related to health epidemics and other outbreaks such as COVID-19, which could significantly disrupt
our supply chain, disrupt our operations and negatively affect our development.
Our business could be adversely impacted by epidemics or pandemics, such as COVID-19. The COVID-19 pandemic
has significantly negatively impacted our business in many ways:
● As part of our cross-border business, we facilitate orders into Africa from international sellers. The COVID-19
pandemic has disrupted, and may continue to disrupt, the operations of these international sellers. For example, some of
these sellers have been forced to temporarily halt production, close their offices or suspend their services.
● Many of our local sellers depend on imported products. The reactions to the COVID-19 pandemic have posed
challenges for our sellers to source products and raw materials.
● Certain of our sellers and restaurant venders on our platform have been forced to reduce their hours of operations or
shut down for periods of time and some have gone out of business, and this may continue, which may negatively impact
our results.
● The COVID-19 pandemic has negatively impacted consumer sentiment in many of our countries of operation, which
has led to a reduction in discretionary spending. While we may benefit from a shift from offline to online trade, there
can be no assurance that the effects of this shift will outweigh the negative impact caused by a change in consumer
sentiment.
● Any fears among consumers that COVID-19 could be transmitted through goods shipped by us, reduced consumer
spending on discretionary items or the economic consequences of administrative measures to limit the spreading of
COVID-19 may significantly negatively affect our sales.
● We may incur increased operating costs as we adapt to new demands of operating during the term of the pandemic and
we may experience disruptions to our operations including to implement enhanced employee safety procedures.
● In South Africa, our fulfilment center was shut down due to very strict lockdown restrictions during April 2020. These
restrictions were eased from May 2020 onwards and e-commerce businesses have been allowed to operate since then.
Any further forced or voluntary shut downs of business operations, or other intervention in our business by police and
government authorities, in any of the geographies in which we have operations may negatively affect our ability to do
business, operate our fulfilment centers, serve our customers and fulfill our administrative tasks.
As a result, the effects of the COVID-19 pandemic have adversely affected, and may continue to adversely affect our
business, financial condition, results of operations and prospects. We may be required, or may decide, to reduce our expenses,
including through a review of our size of operations and of the remuneration of our work force. Any decision to reduce expenses
may negatively impact our operations and reputation. Further, COVID-19 may lead to unrest, instability and crisis in our
countries of operation, which may further impact negatively our business. COVID-19 may also negatively affect our ability to
raise additional capital, as our business results may be negatively affected and as
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markets and investors may not be willing to invest in companies such as us. Protracted negative effects on investor confidence
may require us to significantly cut our spending, which may lead to a decline in our usage indicators and revenue.
Many of our countries of operation are, or have been, characterized by political instability or changes in regulatory
or other government policies.
Frequent and intense periods of political instability make it difficult to predict future trends in governmental policies.
For example, in periods of intense political turmoil, governments in certain of our markets have restricted access to the internet.
Most recently, this occurred in Uganda in advance of the presidential election in January 2021. Any similar shut-down in the
future will negatively affect our business and results of operations. In addition, if government or regulatory policies in a market in
which we operate were to change or become less business-friendly, our business could be adversely affected.
Governments in Africa frequently intervene in the economies of their respective countries and occasionally make
significant changes in policy and regulations. Governmental actions have often involved, among other measures, nationalizations
and expropriations, price controls, currency devaluations, mandatory increases on wages and employee benefits, capital controls
and limits on imports. Our business, financial condition and results of operations may be adversely affected by changes in
government policies or regulations, including such factors as exchange rates and exchange control policies, inflation control
policies, price control policies, consumer protection policies, import duties and restrictions, liquidity of domestic capital and
lending markets, electricity rationing, tax policies, including tax increases and retroactive tax claims, and other political,
diplomatic, social and economic developments in or affecting the countries where we operate. For example, the Central Bank of
Nigeria requires foreign investors to obtain a certificate of capital importation (“CCI”) to be able to repatriate imported funds and
related proceeds via the Nigerian foreign exchange market. Jumia has transferred about €125 million into Nigeria as of December
31, 2019. While Jumia has obtained valid CCIs for approximately €95.2 million, Jumia currently does not hold CCIs for the
remaining amount. Jumia currently does not anticipate any need to repatriate funds from Nigeria in the medium term. In the
meantime, Jumia has started working with the Nigerian authorities to obtain the additional CCIs that would allow Jumia to
repatriate these funds and related proceeds. As of January 31, 2021, Jumia was awaiting feedback for €0.6 million requested in
2020. However, there can be no assurance that Jumia will be successful in obtaining these certificates. Any failure to obtain the
required certificates could impact Jumia’s ability to repatriate these funds and related proceeds or the exchange rate at which a
repatriation could be effected.
In the future, the level of intervention by African governments may continue to increase. The COVID-19 pandemic may
serve as a catalyst for increasing government intervention. These or other measures could have a material adverse effect on the
economy of the countries in which we operate and, consequently, could have a material adverse effect on our business, financial
condition, results of operations and prospects.
Our business may be materially and adversely affected by an economic slowdown in any region of Africa.
The success of our business depends on consumer spending. While we believe that economic conditions in Africa will
improve, poverty in Africa will decline and the purchasing power of African consumers will increase in the long term, there can
be no assurance that these expected developments will actually materialize. In addition, the COVID-19 pandemic could further
negatively impact levels of economic activity and depress consumer demand. The development of African economies, markets
and levels of consumer spending are influenced by many factors beyond our control, including consumer perception of current
and future economic conditions, political uncertainty, employment levels, inflation or deflation, real disposable income, poverty
rates, wealth distribution, interest rates, taxation, currency exchange rates, weather conditions and the COVID-19 pandemic. As
our operations in Nigeria and Egypt generate a larger portion of our orders and revenue than any other country in which we
currently operate, adverse economic developments in Nigeria or Egypt could have a greater impact on our results than a similar
downturn in other countries.
Furthermore, in some of the countries in which we operate, local banks have faced liquidity and funding issues and may
face such issues in the future, which could lead to bank failures or systemic collapse potentially resulting in an economic
slowdown in the particular region.
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An economic downturn, whether actual or perceived, currency volatility, a decrease in economic growth rates or an
otherwise uncertain economic outlook in Nigeria, Egypt or any region of Africa could have a material adverse effect on our
business, financial condition, results of operations and prospects.
Currency volatility and inflation may materially adversely affect our business.
Third-party sellers and consumers transact on our marketplace in local currency. The economies of a number of the
African countries in which we operate are affected by high currency exchange rate volatility due to, among other things, inflation,
selective tariff barriers, raw material prices, current account balances and widespread corruption and political uncertainty.
Currency volatility and high inflation in any of the countries in which we operate could increase the cost of goods to our third-
party sellers while decreasing the purchasing power of our consumers. If sellers are unable to pass along price increases to
consumers, we could lose sellers from our marketplace. Similarly, if consumers are unwilling to pay higher prices, we could lose
consumers.
The occurrence of any of these risks could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Uncertainties with respect to the legal system in certain African markets could adversely affect us.
Legal systems in Africa vary significantly from jurisdiction to jurisdiction. Many countries in Africa have not yet
developed a fully integrated legal system, and recently-enacted laws and regulations may not sufficiently cover all aspects of
economic activities in such markets. In particular, the interpretation and enforcement of these laws and regulations involve
uncertainties. Since local administrative and court authorities have significant discretion in interpreting and implementing
statutory provisions and contractual terms, it may be difficult to predict the outcome of administrative and court proceedings and
our level of legal protection in many of our markets. Moreover, local courts may have broad discretion to reject enforcement of
foreign awards. These uncertainties may affect our ability to enforce our contractual rights or other claims. Uncertainty regarding
inconsistent regulatory and legal systems may also embolden plaintiffs to exploit such uncertainties through unmerited or
frivolous legal actions or threats in attempts to extract payments or benefits from us.
Many African legal systems are based in part on government policies and internal rules, some of which are not
published on a timely basis, or at all, and may have retroactive effect. There are other circumstances where key regulatory
definitions are unclear, imprecise or missing, or where interpretations that are adopted by regulators are inconsistent with
interpretations adopted by a court in analogous cases. As a result, we may not be aware of our violation of certain policies and
rules until after the violation. In addition, any administrative and court proceedings in Africa may be protracted, resulting in
substantial costs and the diversion of resources and management attention.
It is possible that a number of laws and regulations may be adopted or construed to apply to us in Africa and elsewhere
that could restrict our business. Scrutiny and regulation of the industries in which we operate may further increase, and we may
be required to devote additional legal and other resources to addressing such regulation. Changes in current laws or regulations or
the imposition of new laws and regulations in our markets or elsewhere regarding e-commerce may slow our growth and could
have a material adverse effect on our business, financial position, results of operations and prospects.
Our business may be materially and adversely affected by violent crime or terrorism in any region of Africa.
Many of the markets in which we operate suffer from a high incidence in violent crime and terrorism, which may harm
our business. Violent crime has the potential to interfere with our delivery and fulfillment operations, in particular, given the fact
that a high proportion of transactions on our marketplace are settled in cash. Our warehouses may also be targets of criminal acts.
For example, in late 2018, we experienced an isolated incident in which our warehouse in Kenya was robbed, and merchandise
with a value of approximately €500,000 was stolen. Violent crimes may increase as a result of the ongoing COVID-19 pandemic.
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Further, the terrorist attacks of Boko Haram have created considerable economic instability in northeastern Nigeria for
nearly a decade. Although it is difficult to quantify the economic effect of Boko Haram’s terrorist activities, countless markets,
shops, and schools have been temporarily or permanently closed over the years out of fear of coordinated attacks. In some of the
areas most devastated by terrorism, commercial banks have chosen to remain open for only three hours per day. Many Nigerians
have also chosen to migrate from the north to the south, or out of the country altogether. If Boko Haram’s terrorist activities were
to spread throughout Nigeria, the increasing violence could have material adverse effects on the Nigerian economy. A terrorist
attack in Nairobi in January 2019 by Somalia-based militant group al-Shabab drew increased attention to the risks of
destabilization in Kenya. An increase in violent crime or terrorism in any region of Africa may interfere with deliveries,
discourage economic activity, weaken consumer confidence, diminish consumer purchasing power or cause harm to our sellers
and consumers in other ways, any of which could have a material adverse effect on our business, financial position, results of
operations and prospects.
Growth of our business depends on an increase in internet penetration in Africa and other external factors, some of
which are beyond our control.
Our business model relies on an increase in internet penetration and digital literacy in Africa. Even though the main
urban centers of Africa typically offer reliable wired internet service, a substantial portion of the population are inhabitants of
rural areas, which largely depend on mobile networks. Internet penetration in the markets in which we operate may not reach the
levels seen in more developed countries for reasons that are beyond our control, including the lack of necessary network
infrastructure or delayed implementation of performance improvements or security measures. The internet infrastructure in the
markets in which we operate may not be able to support continued growth in the number of users, their frequency of use or their
bandwidth requirements. Delays in telecommunication and infrastructure development or other technology shortfalls may also
impede improvements in internet reliability. If telecommunications services are not sufficiently available to support the growth of
the internet, response times could be slower, which would reduce internet usage and harm our platform. Internet penetration may
decline if providers become insolvent or decide to exit a specific country. The price of personal computers, mobile devices and
internet access, particularly with respect to mobile data rates, may also limit the growth of internet penetration in the markets in
which we operate. Accordingly, there is no guarantee that internet penetration rates, and in particular, mobile internet penetration
rates, will continue to grow as we anticipate. Internet penetration in our target markets may even stagnate or decline. Digital
illiteracy among many consumers and vendors in Africa presents obstacles to e-commerce growth.
If internet penetration and digital literacy do not increase in our markets of operation, it could have a material adverse
effect on our business, financial condition, results of operations and prospects.
The continued growth of our business and e-commerce will depend on a number of other factors, some of which are
beyond our control, including, the trust and confidence level of e-commerce sellers and consumers, changes in demographics and
consumer tastes and preferences. Even if internet penetration rates increase, physical retail or face-to-face transactions may
remain the predominant form of commerce in our markets due to, among other factors, a lack of trust and confidence in e-
commerce offerings. There is no guarantee that consumers will adapt to the use of the internet for consumer transactions on the
scale we anticipate.
A failure of e-commerce to continue to grow as we anticipate in the markets in which we operate could have a material
adverse effect on our business, financial condition, results of operations and prospects.
We face competition, which may intensify.
As the e-commerce business model is relatively new in the markets in which we operate, competition for market share
may intensify significantly. Current competitors, such as Souq.com (a company affiliated with Amazon) and noon in Egypt,
Konga in Nigeria or Takealot and Superbalist, which are both part of the Naspers group, in South Africa, may seek to intensify
their investments in those markets and also expand their businesses in new markets. We also face competition for on-demand
services from companies such as Glovo and UberEast, while in digital services we face competition from companies such as
OPay and PalmPay. Some of our competitors currently copy our marketing campaigns, and such competitors may undertake
more far reaching marketing events or adopt more aggressive pricing policies, all of which could adversely impact our
competitive position. We also compete with a large and fragmented
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group of offline retailers, such as traditional brick-and-mortar retailers and market traders, in each of the markets in which we
operate. In addition, new competitors may emerge, or global e-commerce companies, such as Amazon, Asos or Alibaba, which
already offer shipping services to certain African countries for a selection of products, may expand across our markets, and such
competitors may have greater access to financial, technological and marketing resources than we do. We also face competition
from transactions taking place through other platforms, including via social media sites such as Instagram or Facebook.
Competitive pressure from current or future competitors or our failure to quickly and effectively adapt to a changing
competitive landscape could adversely affect demand for the goods available on our marketplace and could thereby adversely
affect our growth. Given the early stage of the e-commerce industry in the markets in which we operate, the share of goods sold
and purchased via e-commerce may be small and loyalty of sellers and consumers may therefore be low. Current or future
competitors may offer lower commissions to sellers than we do, and we may be forced to lower commissions in order to maintain
our market share.
With respect to JumiaPay, we face competition from financial institutions with payment processing offerings, credit,
debit and prepaid card service providers, other offline payment options and other electronic payment system operators, in each of
the markets in which we operate. We expect competition to intensify in the future as existing and new competitors may introduce
new services or enhance existing services. New entrants tied to established brands may engender greater user confidence in the
safety and efficacy of their services.
If we fail to compete effectively, we may lose existing sellers or consumers and fail to attract new sellers or consumers,
which could have a material adverse effect on our business, financial condition, results of operations and prospects.
If we are unable to adapt to changes in our industry or successfully launch and monetize new and innovative
technologies, our growth and profitability could be adversely affected.
The internet and e-commerce industry is characterized by rapidly changing technology, evolving industry standards,
new product and service introductions and changing consumer demand. Despite our investment of significant resources in
developing our infrastructure, such as our logistics service, changes and developments in our industry may require us to re-
evaluate our business model and significantly modify our long-term strategies and business plan.
We constantly seek to develop new and innovative technologies, such as our payment service, JumiaPay. Our ability to
monetize these technologies and other new business lines in a timely manner and operate them profitably depends on a number of
factors, many of which are beyond our control, including:
● our ability to manage the financial and operational aspects of developing and launching new technologies, including
making appropriate investments in our software systems, information technologies and operational infrastructure;
● our ability to secure required governmental permits and approvals and implement appropriate compliance procedures;
● the level of commitment and interest from our current and potential third-party innovators;
● our competitors developing and implementing similar or better technology;
● our ability to effectively manage any third-party challenges to the intellectual property behind our technology;
● our ability to collect, combine and leverage data about our consumers collected online and through our new technology
in compliance with data protection laws; and
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● general economic and business conditions affecting consumer confidence and spending and the overall strength of our
business.
We may not be able to grow our new technologies or operate them profitably, and these new and innovative technology
initiatives may never generate material revenue. In addition, our technology development requires substantial management time
and resources, which may result in disruptions to our existing business operations and adversely affect our financial condition,
which may decrease our profitability and growth.
We may not be able to maintain our existing partnerships, strategic alliances or other business relationships or
enter into new ones. We may have limited control over such relationships, and these relationships may not provide
the anticipated benefits.
We partner with numerous third parties. For example, more than 100 logistics providers are integrated into our logistics
service and help us and our sellers deliver goods to consumers. Additionally, we may enter into new strategic relationships in the
future. Such relationships involve risks, including but not limited to: maintaining good working relationships with the other party,
any economic or business interests of the other party that are inconsistent with ours, the other party’s failure to fund its share of
capital for operations or to fulfill its other commitments, including providing accurate and timely accounting and financial
information to us, which could negatively impact our operating results, loss of key personnel, actions taken by our strategic
partners that may not be compliant with applicable rules, regulations and laws, reputational concerns regarding our partners or
our leadership that may be imputed to us, bankruptcy, requiring us to assume all risks and capital requirements related to the
relationship, and the related bankruptcy proceedings could have an adverse impact on the relationship, and any actions arising out
of the relationship that may result in reputational harm or legal exposure to us. Further, these relationships may not deliver the
benefits that were originally anticipated.
Any of these factors may have a material adverse effect on our business, financial condition, results of operations and
prospects.
We may fail to maintain or grow the size of our consumer base or the level of engagement of our consumers.
The size and engagement level of our consumer base are critical to our success. Our business and financial performance
have been and will continue to be significantly determined by our success in adding, retaining, and engaging Annual Active
Consumers. We continue to invest significant resources to grow our consumer base and increase participant engagement, whether
through innovation, providing new or improved goods or services, marketing efforts or other means. While our consumer base
has expanded significantly, we cannot assure you that our consumer base and engagement levels will continue growing at
satisfactory rates, or at all. Our consumer growth and engagement could be adversely affected if, among other things:
● we are unable to maintain the quality of our existing goods and services;
● we are unsuccessful in innovating or introducing new goods and services;
● we fail to adapt to changes in participant preferences, market trends or advancements in technology;
● technical or other problems prevent us from delivering our goods or services in a timely and reliable manner or
otherwise affect the participant experience;
● there are participant concerns related to privacy, safety, security or reputational factors;
● there are adverse changes to our platform that are mandated by, or that we elect to make in response to, legislation,
regulation, or litigation, including settlements or consent decrees;
● we fail to maintain the brand image of our platform or our reputation is damaged; or
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● there are unexpected changes to the demographic trends or economic development of the markets in which we operate.
Our efforts to avoid or address any of these events could require us to make substantial expenditures to modify or adapt
our services or platform. If we fail to retain or grow our participant base, or if our users reduce their engagement with our
platform, our business, financial condition, results of operations and prospects could be materially and adversely affected.
Sellers set their own prices and decide which goods they make available on our marketplace, which could affect
our ability to respond to consumer preferences and trends.
We do not control the portfolio or pricing strategies of our sellers, which could affect our ability to effectively compete
on the breadth of our product assortment or on price with the other distribution channels. Our sellers may be unaware of
consumer preferences and trends and fail to offer the products our consumers prefer. Additionally, our sellers may employ
different pricing strategies based on the geographical location of consumers, which could lead consumers to look for more
competitively priced products on other distribution channels. Our sellers may also engage in fictitious pricing, an advertising
tactic wherein sellers exaggerate the level of discounts provided on certain products by comparing the discount price to a prior-
reference price at which the product was never really offered for sale. Such tactics, if perpetrated by our sellers, may alienate
consumers from our marketplace and harm our reputation. Moreover, sellers that are prevented from engaging in fictitious pricing
on our marketplace may choose to list their goods on other channels instead of our marketplace, which could also result in a loss
of consumers.
If consumers are unable to purchase their preferred products at competitive prices on our marketplace, they may choose
to purchase products elsewhere, which could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We depend on third-party carriers as part of our fulfillment process.
We depend on the services of third-party carriers for the delivery of a large number of goods to our warehouses and
subsequently to the distribution centers of third-party carriers and from there to our consumers. Even where goods do not enter
our warehouses, these goods are handled by third-party carriers who directly receive them from sellers.
Consequently, we have only limited control over the timing of deliveries and the security and quality of the goods while
they are being transported. Consumers may experience shipping delays due to inclement weather, natural disasters, employment
strikes or terrorism, and/or goods may be damaged or lost in transit. If goods are of a poor quality or damaged or lost in transit,
not delivered in a timely manner, or if we are not able to provide adequate consumer support, our consumers may become
dissatisfied and cease buying their goods through our marketplace.
It may be difficult to replace any of our current third-party carriers due to a lack of alternative offerings at comparable
prices and/or service quality in the relevant geographic area. Given the infrastructure deficiencies in the markets in which we
currently operate, experienced and highly qualified third-party carriers are in increasing demand and accordingly, have only
limited capacities. As a result, competition for delivery capacities may intensify even further. In addition, our carriers may
increase their prices, which would adversely affect our results. Furthermore, as we continue to grow, our existing carriers may be
unable to keep up with such growth, and we may have to contract additional carriers. There is no guarantee that their services and
prices will be satisfactory to us or our consumers. An inability to maintain and expand a network of high-quality third-party
carriers at attractive costs could have a material adverse effect on our business, financial condition, results of operations and
prospects.
We may experience malfunctions or disruptions of our technology systems.
We rely on a complex technology platform and technology systems to operate our websites and apps. While we analyze
our technology systems regularly, we may not be able to correctly assess their susceptibility to errors, hacking or viruses. For
example, certain software we use for our business is based on open source software, which may expose our business to systemic
problems if errors in the open source code are not detected in a timely manner.
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Our systems may experience service interruptions or degradation because of hardware and software defects or
malfunctions, computer denial-of-service and other cyberattacks, human error, earthquakes, hurricanes, floods, fires, natural
disasters, power losses, disruptions in telecommunications services, fraud, military or political conflicts, terrorist attacks,
computer viruses, or other events. Our systems are also subject to break-ins, sabotage and intentional acts of vandalism. Some of
our systems are not fully redundant, and our disaster recovery planning is not sufficient for all eventualities. In particular, as we
have not yet completed a full disaster recovery check, we may not be aware of any material weaknesses in our disaster recovery
systems. Any failure of or disruptions to our technology systems may lead to significant malfunctions and downtimes of our
websites and apps. If our algorithms suffer from programing failures or our technology systems experience disruptions, we may
be unable to deliver goods on time or misallocate goods, either of which could adversely affect our business. Furthermore, we do
not have an adequate business continuity infrastructure, and any failure of a key piece of infrastructure may lead to extended
outages and generally affect our business continuity. In addition, we may not adequately manage malfunctions. If we cannot fix
any malfunction ourselves, we may have to pay third parties to fix the malfunction or to license functioning software, which may
be costly.
We have experienced and will likely continue to experience system failures, denial-of-service attacks and other events
or conditions from time to time that interrupt the availability or reduce the speed or functionality of our websites and mobile
applications. Reliability is particularly critical for us because the full-time availability of our payment services is critical to our
goal of gaining widespread acceptance among consumers and sellers, in particular with respect to digital and mobile payments.
Frequent or persistent interruptions in our services could cause current or potential consumers to believe that our systems are
unreliable, leading them to switch to our competitors or to avoid our sites, which could irreparably harm our reputation and
brands. To the extent that any system failure or similar event results in damages to our consumers or their businesses, these
consumers could seek significant compensation from us for their losses and such claims, even if unsuccessful, would likely be
time consuming and costly to address.
In addition, we depend on certain third-party service providers to operate and maintain certain of our technology
systems, such as cloud services. If such service providers experience malfunctions or disruptions of their technology or increase
their prices, it could adversely affect our business. Furthermore, if we need to switch service providers, for example if certain
software is no longer fully compatible with our technology platform or no longer available in any country in which we currently
operate (e.g., due to sanctions), there is no guarantee that alternative service providers will be available to us or that we would
manage the transition successfully.
As we continue to grow our business, we may be required to further scale our technology platform and technology
systems, including by adding and migrating to new systems and proprietary software, replacing outdated hardware and increasing
the integration of our technology systems. Such changes may, however, be delayed or fail due to malfunctions or an inability to
integrate new software and functions with our existing technology platform, resulting in disruptions to our operations and
insufficient scale to support our future growth. In addition, as a provider of payments solutions, we are subject to increased
scrutiny by regulators that may require specific business continuity and disaster recovery plans and more rigorous testing of such
plans. This increased scrutiny may be costly and time consuming and may divert our resources from other business priorities.
Any malfunctions and disruptions of our technology systems could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may experience security breaches and disruptions due to hacking, viruses, fraud, malicious attacks and other
circumstances.
We operate websites, apps and other technology systems through which we collect, maintain, transmit and store
sensitive information, such as credit or debit card information, about our consumers, sellers, suppliers and other third parties. We
also store proprietary information and business secrets. Additionally, we employ third-party service providers that store, process
and transmit such information on our behalf, in particular payment details. Furthermore, we rely on encryption and authentication
technology licensed from third parties to securely transmit sensitive and confidential information. While we take steps such as the
use of password policies and firewalls to protect the security, integrity and confidentiality of sensitive and confidential
information, our security practices may be insufficient and
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third parties may access our technology systems without authorization – such as through trojans, spyware, ransomware or other
malware attacks – which may result in unauthorized use or disclosure of such information. Such attacks might lead to
blackmailing attempts, forcing us to pay substantial amounts to release our captured data or resulting in the unauthorized release
of such data. Given that techniques used in these attacks change frequently and often are not recognized until launched against a
target, it may be impossible to properly secure our technology systems. In addition, technical advances or a continued expansion
and increased complexity of our technology platform could increase the likelihood of security breaches.
Security breaches may also occur as a result of non-technical issues, including intentional or inadvertent breaches by our
employees or third-party service providers. Insufficient security practices, such as inadequate policies to enforce password
complexity, the saving of username and password combinations on local browsers, any failure to update permissions granted to
current or former employees, any weakness in access controls, the use of default credentials or their reuse coupled with the use of
third-party cloud services, the use of unauthorized and unprotected software as well as inadequate physical protection against
unauthorized access may make our technology systems vulnerable and lead to unauthorized disclosure of sensitive information.
Any leakage of sensitive information could lead to a misuse of data, including unsolicited emails or other messages
based on spam lists fed with such data. Inefficient management of administrator and user accounts may increase the risk of fraud
and malfunctions. In addition, any such breach could violate applicable privacy, data security and other laws, and cause
significant legal and financial risks or negative publicity, and could adversely affect our business and reputation. We may need to
devote significant resources to protect ourselves against security breaches or to address such breaches, and there is no guarantee
that our resources will be sufficient to do so. Furthermore, we provide certain information to third-party service providers, such
as Google, who help us assess the performance of our business. Consequently, we have only limited control over the protection of
such information by the relevant third-party service providers and may be adversely affected by breaches and disruptions of their
respective technology systems.
Security breaches and disruptions could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We conduct a substantial amount of our business in foreign currencies, which heightens our exposure to the risk
of exchange rate fluctuations.
We are subject to fluctuations in foreign exchange rates between the Euro, our reporting currency, and currencies of
other countries where we market or source our goods, for example the Nigerian Naira, the Egyptian Pound, the Kenyan Shilling
and the West African CFA Franc. Such fluctuations may result in significant increases or decreases in our reported revenue and
other results as expressed in Euro, and in the reported value of our assets, liabilities and cash flows. In addition, currency
fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in foreign
currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such
sales. [We currently do not hedge this exposure.] Fluctuation in exchange rates, depreciation of local currencies, changes in
monetary and/or fiscal policy or inflation in the countries in which we operate could have a material adverse effect on our
business, financial condition, results of operations and prospects.
The continued growth of our business depends on several external factors, some of which are beyond our control,
and there is no guarantee that we can maintain our historical growth rates.
We have historically experienced growth in our usage indicators, such as Annual Active Consumers, Orders or GMV.
There can be no assurance that our growth will be sustainable and that we will continue to experience growth in the future. To
support our path to profitability, we may further reduce promotional intensity and consumer incentives, which may negatively
affect usage indicators. External effects, such as the COVID-19 pandemic, which caused supply and logistics challenges for our
business, may also negatively affect our growth trajectory. In addition, a shift in the relative proportion of first-party sales to
third-party sales may significantly and negatively affect any reported revenue growth and could even lead to a decline in reported
revenue.
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The growth of our business is dependent on our ability to both retain existing and add new sellers, which we may not be
able to continue to do at historic rates and acquisition costs, or at all. As we scale our business, we face the risk that our current
sellers may not successfully increase their offers to keep up with increasing consumer demand, which may require us to increase
our first-party sales. While any such increase would lead to a significant increase in revenue, our profit margins could be
negatively affected, as we have historically recorded lower profit margins on first-party sales than on third-party sales.
Alternatively, we could select and onboard new local or international sellers to keep up with the increasing consumer demand;
however, doing so might prove more difficult than expected or we may not be able to onboard new sellers at all. Furthermore, if
we onboard too many international sellers, we risk alienating local sellers which would compound supply issues. Similarly, we
risk alienating small, local sellers as our company grows and we provide increasing exposure to larger sellers who can more
easily adapt pricing strategies and product offerings to meet the needs of consumers.
Our local sellers, some of whom rely on imports for supply, may be negatively affected by local currency devaluations.
Curtailed access to supply for our local sellers may negatively affect the breadth of assortment on our platform which in turn may
affect usage growth and overall performance of the business.
We also face the risk of losing sellers due to seller insolvency. If any of our current sellers were to become insolvent,
they would no longer be able to offer products on our marketplace. Additionally, they may not be able to fulfill open orders and
deliver products as promised. Furthermore, if we pay a seller before such seller fulfills its obligations to our consumers, we may
be unable to recover from such a seller any funds paid for undelivered items, for example if the seller becomes insolvent.
Our business growth may also be affected if we are unsuccessful in retaining our current consumer base or adding new
consumers. Any decrease in the number of sellers and product offerings could lead to a corresponding decrease in Annual Active
Consumers. Additionally, the costs of consumer retention may increase for various reasons, which could negatively affect our
revenue. Our expansion into new markets, although not an immediate priority, may place us in unfamiliar competitive
environments or may require us to invest significant resources, and there is no assurance that returns on such investments will be
achieved.
The occurrence of any of the risks described above could have a material adverse effect on our business, financial
condition, results of operations and prospects.
We may not be able to manage future growth efficiently, which may adversely affect our business.
We aim to continue to grow our business and our leadership in the markets in which we operate. If we succeed in
significantly increasing the number of our Annual Active Consumers, we will be required to further expand and improve our
marketplace, technology systems, fulfillment infrastructure and consumer support, which we may not achieve in a timely and
cost-effective manner. If we are unable to successfully manage future growth, consumer satisfaction and our reputation may be
negatively affected.
Growth of our business may also place significant demands on our management and key employees, as expansion will
increase the complexity of our business and place a significant strain on our management, operations, technical systems, financial
resources and internal control over financial reporting functions. Our current and planned personnel, systems, procedures and
controls may not be adequate to support and effectively manage our future operations, especially as we employ personnel in
numerous geographic locations. Our ability to hire a sufficient number of new employees for our expanding operations depends
on the overall availability of qualified employees, and our ability to offer them sufficiently attractive employment terms
compared to other employers. Functional experts such as technology experts and compliance specialists are particularly hard to
recruit and retain in the markets in which we operate.
If we experience significant future growth, we may be required not only to make additional investments in our platform
and workforce, but also to expand our relationships with various partners and other third parties with whom we do business, such
as third-party carriers, and to expend time and effort to integrate such parties into our operations. The
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expansion of our business could exceed the capacities of our partners and other third parties willing to do business with us, and if
they are unable to keep up with our growth, our operations could be adversely affected.
Any failure to meet such challenges may lead to an increase in the risk of disruptions and compliance violations, could
adversely affect our profitability, and could have a material adverse effect on our business, financial condition, results of
operations and prospects.
We may fail to effectively monetize our services, which could negatively affect our business and prospects.
We may fail to effectively monetize our services, particularly as a number of our monetization avenues are nascent or
untested. For example, as the competitive landscape in Africa increases, we may need to decrease the rate of our seller
commissions in order to retain our seller base. Additionally, effective monetization of our nascent marketing and advertising
service depends on our ability to generate sufficient usage on our platform and an attractive return on investment to advertisers.
Furthermore, we cannot guarantee the successful monetization of our Jumia Logistics service to third parties or the successful
off-platform expansion of JumiaPay. Any failure to successfully monetize these or other of our services could negatively affect
our business and prospects.
We may be unable to maintain and expand our relationships with sellers or to find additional sellers for our
marketplace.
Our sellers range from small merchants and artisans to larger corporations. If we fail to maintain and expand our
existing relationships or to build new relationships with sellers on acceptable commercial terms, we will not be able to maintain
and expand our broad product and service offering, which could adversely affect our business.
In order to maintain and expand our relationships with our current sellers and to attract additional quality sellers, we
need, among other factors, to:
● provide a simple and easy to use platform, on which sellers can attractively present their goods and services;
● demonstrate our ability to help our sellers sell significant volumes of their goods;
● provide sellers with effective marketing and advertising products;
● offer an innovative platform;
● offer sellers a high-quality, cost-effective fulfillment process, including returns; and
● continue to provide sellers with a dynamic and real time view of demand and inventory via data and analytics
capabilities.
If we fail to maintain an attractive mix of sellers or fail to find quality sellers of attractive goods, if such sellers refuse to
use our platform or if we do not manage these relationships efficiently, we may not be able to grow as anticipated, which could
adversely affect our business. Our competitors may seek to enter into exclusivity agreements with certain sellers and thereby
prevent us from partnering with such sellers. Competitors or retailers may encourage manufacturers to limit distribution to sellers
who sell through us.
Our policy is to delist any goods or sellers who repeatedly fail to meet our performance standards (e.g., product quality,
environmental compliance and labor relations standards), which may lead to a significant reduction of sellers on our marketplace.
Furthermore, sellers may decide to cease cooperating with us, discontinue their operations, or may face financial distress or other
business disruptions. As a result, we may not be able to maintain and expand our product offering and may consequently lose
consumers to competitors with a larger seller base.
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An inability to find, engage and retain the right sellers could have a material adverse effect on our business, financial
condition, results of operations and prospects.
In order to offer our consumers an attractive product mix, we may be required to find sellers abroad or to engage
in selling goods ourselves.
The more attractive the product mix on our marketplace, the more consumers visit our marketplace and order from our
sellers. However, there can be no assurance that our sellers will offer a product mix that is attractive to our consumers. If we
identify gaps in the product offering on our marketplace, we either seek to have sellers from abroad, such as China, offer their
goods on our marketplace or, in some cases, decide to sell goods ourselves. Sellers from abroad may, however, only be interested
in listing goods with a high value, as low value goods may not allow them to recover the costs incurred for sales over our
marketplace. Furthermore, there can be no assurance that sellers from abroad will not face issues with import restrictions or
delays in obtaining required customs clearances. As a growing percentage of our revenue stems from cross-border sales, future
import restrictions, delays in obtaining required customs clearances, in particular with respect to goods imported from China, or
events negatively affecting international trade, such as the COVID-19 pandemic, may have a material adverse effect on our
revenue.
Where we engage directly in selling goods, we take on inventory risk. Although many of our inventory-related systems
are automated, some internal processes at our warehouses are handled manually, which may result in errors. Consumer
preferences regarding price, quality and design of certain goods may change rapidly, making it difficult to accurately forecast
future demand. If we fail to correctly anticipate the demand, we may not be able to avoid overstocking or understocking certain
goods. If we underestimate demand, this may result in a loss of consumers who are unsatisfied with our delivery times. If we
overestimate demand, we may experience excess inventories and may ultimately be forced to record losses for write-offs on
inventory. In order to sell such excess inventories, we may choose to sell goods at significant discounts, which may adversely
affect our profit margins and the level of prices we can demand for other goods, which may have a material adverse effect on our
business, financial condition, results of operations and prospects.
We face challenges with failed deliveries, excessive returns and voucher abuse, which may materially and
adversely affect our business and prospects.
Most of our orders are home delivery. For home deliveries, consumers need to be present at the point of delivery or need
to have made arrangements for drop-off or delivery to a third person. In addition, for orders to be paid in cash on delivery, the
relevant consumer must provide payment at the time of delivery. However, there is no guarantee that our consumers will actually
be present at scheduled delivery locations at the scheduled delivery times. If a consumer is not present and has not made other
arrangements, we schedule a new delivery time. We typically make three delivery attempts, and if all of these attempts fail, we
return the product to the seller. If there is a failed delivery, we are required to notify the seller within 21 days of when the
package was shipped. If we do not notify the seller within this timeframe, we must take possession of the item and accept the loss
as a result of the failed delivery.
Even if the product is successfully delivered to the consumer and delivery is verified, most of our sellers are required,
either by local regulations or by our operating standards, to allow consumers to return goods within a certain period of time after
delivery. For example, in Egypt, which is one of our largest markets, consumers have a legal right to return any product within
fourteen days after delivery so long as the product is in the same condition as when delivered. Furthermore, if our sellers offer
more consumer friendly return policies, the number of returns may increase, which could adversely affect our business. We also
utilize an algorithm that determines, based upon a number of factors, whether a consumer will receive a refund for a returned
item. In some instances, the algorithm might make a refund determination before our after-sales team is able to review and
process the refund. Any mistakes or errors in the algorithm could result in mistaken refunds, which in turn could result in loss of
sales.
In certain markets, we also offer guarantees in the event that a damaged or defective product is delivered. Although we
have instituted these guarantees in an effort to increase consumer satisfaction, consumers may abuse our guarantee policies which
could harm our business. Additionally, we seek to increase consumer satisfaction across all markets by offering apology vouchers
to our consumers on a case-by-case basis in the event of a failed or incorrect
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delivery. However, we have experienced an increase in the incidence of fraud and voucher abuse wherein account owners have
managed to receive duplicate apology vouchers for the same transaction.
A significant increase in failed deliveries, excessive or mistaken returns, or voucher abuse – due to changing consumer
behavior, consumer dissatisfaction with our goods or consumer service, or otherwise – may force us to allocate additional
resources to mitigating these issues, may force us to waive our commission fees and may materially and adversely affect our
business, financial condition, results of operations and prospects.
We face risks associated with our use of third-party delivery agents and our acceptance of cash on delivery as a
payment method, which may materially and adversely affect our business and prospects.
We face risks associated with our use of third-party delivery agents, including the risk that such agents might
misappropriate inventory. Additionally, we struggle to verify delivery when our third-party delivery partners deliver packages
without obtaining consumer signatures. When goods are delivered without verification, we may be required to deliver a duplicate
product.
We also face risks associated with our acceptance of cash on delivery as a payment method. When a third-party delivery
agent successfully delivers a product and accepts cash payment from the consumer, we face the risks of late collections (in the
event that the third-party delivery agent does not remit the funds to us on time) or unrecoverable receivables (in the event that the
third-party delivery agent commits fraud or becomes insolvent). These risks are particularly acute in countries where the
percentage of outsourced deliveries is high.
Any significant increase in misappropriated inventory, late collections or unrecoverable receivables, whether due to
fraud or otherwise, may force us to allocate additional resources to mitigating these issues, may force us to waive our commission
fees and may materially and adversely affect our business, financial condition, results of operations and prospects.
We may be subject to allegations and lawsuits concerning the content of our platform or claiming that items listed on
our marketplace are counterfeit, pirated or illegal.
We operate a marketplace where sellers can offer their goods and directly contact our consumers. Consumers or
regulatory authorities may allege that items offered or sold through our marketplace infringe third-party copyrights, trademarks
and patents or other intellectual property rights, are pirated or illegal or violate consumer protection laws or regulations. While
we have adopted certain measures to verify the authenticity of goods sold on our marketplaces (for example, periodic screening
procedures, content verification for new sellers or for sellers who sell goods at prices that seem too low for genuine goods) to
minimize potential violations and/or infringement of third-party intellectual property rights, these measures may not always be
successful.
When we receive complaints or allegations regarding infringement or counterfeit, pirated or illegal goods, we follow
certain procedures to verify the nature of the complaint and the relevant facts in order to be able to determine the appropriate
action, which may include removal of the item from our marketplace and, in certain cases, discontinuing our relationship with a
seller who repeatedly violates our policies. For example, we do not allow the listing and sale of prescription medication on our
marketplace. We delist any seller who does not comply with this policy. We believe these procedures are important to ensure
confidence in our marketplace among sellers and consumers. However, these procedures could result in the delay of de-listing of
allegedly infringing goods and may not effectively reduce or eliminate our liability. In particular, we may be subject to civil or
criminal liability for unlawful activities carried out, including goods listed, by third parties on our platform.
In the event that alleged counterfeit, pirated, illegal or infringing goods are listed or sold on our marketplace, we could
face claims for such listings, sales or alleged infringement or for our failure to act in a timely or effective manner to restrict or
limit such sales or infringement. Regardless of the validity of any claims made against us, we may incur significant costs and
efforts to defend against or settle such claims. If a governmental authority determines that we have aided and abetted the
infringement or sale of counterfeit, pirated or illegal goods, we could face regulatory, civil or criminal penalties. Successful
claims by third-party rights owners could require us to pay substantial damages or refrain
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from permitting any further listing of the relevant items. These types of claims could force us to modify our business practices
and implement further measures in an effort to protect against these potential liabilities, which could lower our revenue, increase
our costs or make our platform less attractive and user-friendly. Sellers whose content is removed or services are suspended or
terminated by us, regardless of our compliance with the applicable laws, rules and regulations, may dispute our actions and
commence action against us for damages based on breach of contract or other causes of action or make public complaints or
allegations. Any costs incurred as a result of liability or asserted liability relating to the sale of unlawful goods or other
infringement could harm our business.
In addition, the public perception that counterfeit, pirated or illegal items are commonplace on our marketplace or
perceived delays in our removal of these items, even if factually incorrect, could damage our reputation, result in lower list prices
for goods sold through our marketplaces, deter sellers, consumers and brands from doing business via our platform, harm our
business, result in regulatory pressure or action against us and diminish the value of our brand.
The materialization of any of these risks could have a material adverse effect on our business, financial condition,
results of operations and prospects.
Harmful goods, product defects and product recalls could adversely affect our business and reputation.
As the goods offered through our marketplace are manufactured by third parties, we have only limited control over the
quality of these goods. We cannot always effectively prevent our sellers from selling harmful or defective goods, which could
cause death, disease or injury to our consumers or damage their property. We may be seen as having facilitated the sale of such
goods and may be forced to recall such goods. Where we act directly as seller, we may also have to recall harmful goods. In all of
these cases, we may not be able to avoid product liability claims and/or administrative fines or criminal charges against us. There
is no guarantee that we will be adequately insured against such risks or that we will be able to take recourse against the sellers or
suppliers from whom we sourced these goods, in particular if the seller or supplier is located in a foreign country where
enforcement of our rights may be difficult, such as China, or does not have sufficient capital to indemnify us. In addition, any
negative publicity resulting from product recalls or the assertion that we sold defective goods could damage our brand and
reputation.
The sale of harmful or defective goods and product recalls could have a material adverse effect on our business,
financial condition, results of operations and prospects.
Failure to deal effectively with any fraud perpetrated and fictitious transactions conducted on our platform could
harm our business.
We face risks with respect to fraudulent activities on our platform. Given the countries in which we operate, the number
of participants on our platform and the fragmentation of our business, it is a challenge to anticipate, detect and address fraudulent
activities. Although we have implemented various measures to detect and reduce the occurrence of fraudulent activities on our
platform, there can be no assurance that such measures will be effective in combating fraudulent transactions or improving
overall satisfaction among sellers, consumers and other participants. Additional measures that we take to address fraud could also
negatively affect the attractiveness of our platform to sellers or consumers.
For example, we may receive complaints from consumers who may not have received goods that they had purchased, or
complaints from sellers who have not received payment for the goods ordered. In addition to fraudulent transactions with
legitimate consumers, sellers may also engage in fictitious or “phantom” transactions with themselves or collaborators in order to
artificially inflate their own ratings on our marketplace, reputation and search results rankings. This activity may harm other
sellers by enabling the perpetrating seller to be favored over legitimate sellers and may harm consumers by deceiving them into
believing that a seller is more reliable or trusted than the seller actually is. In early 2019, we also received information alleging
that a seller in Morocco paid one of our employees in order to receive favorable marketing treatment and, after an internal review,
delisted the seller.
In addition, we received information in early 2019 alleging that some of our independent sales consultants, members of
our JForce program (“JForce”) in Nigeria, may have engaged in improper sales practices. Through an
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internal review of our sales practices covering all of our countries of operation and data from January 1, 2017 to June 30, 2019,
we identified several JForce agents and sellers who collaborated with employees in order to benefit from differences between
commissions charged to sellers and higher commissions paid to JForce agents. In mid-2019 and late 2019, we identified instances
where improper orders were placed, including through the JForce program, and subsequently cancelled. These transactions had
virtually no impact on our financial statements. In aggregate, the improper orders identified generated less than 3% of our GMV
in 2018, concentrated in the fourth quarter, and less than 2% of our GMV in 2019.
Illegal, fraudulent or collusive activities by our employees could have a material adverse effect on our business,
financial condition, results of operations and prospects and could subject us to liability or negative publicity. We have identified
allegations of employee misconduct, which led us to improve our internal controls and our cash reconciliation system. We
routinely monitor our internal controls, processes and procedures at a country and group level, but we can provide no assurances
that such controls, processes and procedures will prove effective. Any illegal, fraudulent or collusive activity conducted by our
employees could adversely affect our profitability and could severely damage our brand and reputation as an operator of a trusted
marketplace, which could drive sellers, consumers and other participants away from our marketplace.
Negative publicity and consumer sentiment generated as a result of actual or alleged fraudulent or deceptive conduct on
our platform or by our employees could severely diminish consumer confidence in us and in our services, reduce our ability to
attract new or retain current consumers, sellers and other participants, discourage banks and card issuers from allowing their
payment instruments to be used to conduct transactions on our platform, harm investor confidence, negatively affect our ability to
raise additional capital, damage our reputation and diminish the value of our brand; any of which could have a material adverse
effect on our business, financial condition, results of operations and prospects.
In addition to seller fraud and fraud committed by our employees, partners or other third parties, we face the risk of
fraud perpetrated directly by our consumers. For example, a group of consumers in Kenya fraudulently used electronic payment
suppliers to acquire approximately €550,000 in goods on our marketplace in December 2017. Consumer fraud may harm seller
confidence in the integrity of our marketplace and the certainty of payment.
We and certain of our management and supervisory board members were named as defendants in several
shareholder putative class action lawsuits that await final settlement approval, and additional lawsuits or
enforcement proceedings could have a material adverse impact on our business, financial condition, results of
operation, prospects and reputation.
In 2019, several putative class action lawsuits were filed in the U.S. District Court for the Southern District of New
York and the New York County Supreme Court against us, certain current and former members of our management and
supervisory boards, the underwriters of our initial public offering, our authorized representative and, in New York State court,
our auditor. On August 11, 2020, we reached an agreement to fully resolve all of the actions, subject to conditions including court
approval. Under this agreement, in which the defendants do not admit any liability or wrongdoing, Jumia will make a settlement
payment of $5 million, $1 million of which will be funded by insurance coverage. The settlement amounts were paid into an
escrow account in January 2021. No shareholders have filed objections to the settlements. The final approval hearings for the
settlements are scheduled for March 24 and 18, 2021 before the relevant courts. We anticipate that we may continue to be a target
for lawsuits in the future, including putative class action lawsuits brought by shareholders, or actions by government enforcement
authorities or regulators. There can be no assurance that we will be able to prevail in our defense or reverse any unfavorable
judgment on appeal, and we may decide to settle lawsuits or enforcement actions, potentially on unfavorable terms. Any adverse
outcome of these proceedings, including any plaintiffs’ appeal of a favorable outcome, could result in payments of substantial
monetary damages, penalties or fines, or changes to our business practices, and thus have a material adverse effect on our
business, financial condition, results of operation, prospects and reputation. In addition, there can be no assurance that our
insurance carriers will cover all or part of the defense costs, or any liabilities that may arise from these matters. Any litigation or
enforcement process may utilize a significant portion of our cash resources and divert management’s attention from the day-to-
day operations of our company, all of which could harm our business.
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We may be subject to chargeback and refund liability if our sellers do not reimburse chargebacks or refunds resolved
in favor of their consumers.
We face risks associated with chargebacks and refunds in connection with payment card fraud or relating to the goods or
services provided by sellers on our marketplace. When a billing dispute with respect to a transaction on our platform is resolved
in favor of the cardholder, including in instances of fraudulent seller activity, the transaction is typically “charged back” to us and
the purchase price is credited or otherwise refunded to the cardholder. If we do not collect chargebacks or refunds from the
seller’s account, or if the seller refuses to or is unable to reimburse us for chargebacks or refund due to closure, insolvency, or
other reasons, we may lose the amount refunded to the cardholder. Our financial results would be adversely affected to the extent
that sellers do not fully reimburse us for the related chargebacks. Additionally, chargebacks occur more frequently with online
transactions than with in-person transactions. Any increase in chargebacks or refunds not paid by our sellers may have a material
adverse effect on our business, financial condition, results of operations and prospects.
We may fail to maintain or expand our logistics capabilities.
The successful operation and expansion of our logistics service is crucial to maintain and enhance consumer satisfaction
and to our business and continued growth.
Our warehouses handle a number of functions, including inbound freight, storage, packaging, outbound freight, and
handling of returns. These processes are complex and depend on sophisticated know-how and technological infrastructure. Any
failure or disruption of our logistics, including due to software malfunctions, inability to renew leases for existing offices or
warehouses, theft from or disruptions to the processes within our warehouses, labor strikes, fires, natural disasters, pandemics
such as COVID-19, acts of terrorism, vandalism or sabotage could adversely affect our ability deliver goods ordered via our
marketplace in a timely manner, increase our logistics costs and harm our reputation.
Furthermore, delivery times for our goods vary due to a variety of factors such as relevant goods, stock levels, location
of warehouses from which goods are shipped, speed of our sellers, number of goods included in the relevant order, country in
which sellers and consumers are located and the speed of third-party carriers. Consumers may expect faster delivery times and
more convenient deliveries than we can provide. If we are unable to meet consumer expectations, or if our competitors are able to
deliver goods faster or more conveniently, our reputation and competitiveness may suffer and we could lose consumers, which
could adversely affect our revenue.
Additionally, we face the risk that any of our third-party carriers, who often collect cash-on-delivery payments from our
consumers, may become insolvent, in which case our delivery capability would be adversely affected, and we would be unable to
collect the cash payments such a carrier still held on our behalf. Even though we would not be able to collect from an insolvent
third-party carrier, we would still be obligated to pay our sellers whose goods were already delivered to consumers. The
insolvency of any of our third-party carriers could harm our business and financial condition.
Our current logistics capacity may prove insufficient if we continue to grow. There is no guarantee that we will be able
to open additional warehouses, find delivery partners with sufficient capacity in an efficient and timely manner, lease additional
suitable warehouses on acceptable terms, expand other areas of our fulfillment process to the extent necessary or recruit qualified
personnel required to operate our warehouses and manage such expansion. Any failure to expand our logistics capacity to meet
the demands of our continued growth could prevent us from growing our business.
If we decide to expand geographically, or add new businesses or product categories with different logistics requirements
or change the composition of our product offering, our logistics infrastructure may require greater processing capacity, requiring
us to adapt our logistics service and to find new partners. Any expansion or difficulties we encounter in our operations may force
us to change the current set-up and organization of our logistics network, including by relocating or outsourcing certain
capabilities. However, there is no guarantee that the associated transition will be smooth and we may be unable to react to such
challenges in a cost-effective and timely manner.
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An inability to efficiently operate and expand our warehouses and logistics capabilities could have a material adverse
effect on our business, financial condition, results of operations and prospects.
If any of our logistics services were to malfunction, suffer an outage or otherwise fail, our business may be
materially and adversely affected.
We cooperate with a number of third-party logistics and delivery companies to help our sellers fulfill orders and deliver
their goods to consumers, in particular with respect to last-mile delivery. We have established a logistics information platform
that links our information system to those of our logistics partners. Interruptions to or failures in our third-parties’ logistics and
delivery services, or in our logistics information platform, could prevent the timely or proper delivery of goods to consumers,
which could harm our reputation, in particular if such interruptions or failures occur during one of our key sales events, like
Black Friday. These interruptions may be caused by events that are beyond our control or the control of these third parties, such
as inclement weather, natural disasters, transportation disruptions or labor or other political unrest. Our logistics and delivery
services could also be affected or interrupted by industry consolidation, service provider failure, insolvency, change in
regulations or government shut-downs.
If the logistics information platform we use were to fail for any reason, our logistics providers may find it more difficult
or even impossible to connect with our sellers, and their services and the functionality of our platform could be severely affected.
Our existing disaster recovery plans may not be sufficient to ensure a timely remediation of such failures or disruptions.
In addition, in the event of any interruptions to or failures in our third-parties’ logistics and delivery services, or in our
logistics service, we could be held liable by our sellers and/or consumers for any resulting damage.
If goods sold on our marketplace are not delivered in proper condition, on a timely basis or at shipping rates that
marketplace participants are willing to bear, it could have a material adverse effect on our business, financial condition, results of
operations and prospects.
The costs of our logistics service are subject to fluctuation in the prices of raw materials and fuel, and we may not
be able to pass on price increases to our sellers and consumers.
Our logistics service provides solutions for the delivery of goods ordered through our marketplace. Our logistics service
includes a number of logistics partners, with whom we agree on certain economical terms and settle the incurred costs. While we
seek to pass on to our sellers and consumers most of the costs of these logistic services, we typically bear the risk of cost
fluctuation. The costs of our logistics service are typically influenced by a variety of factors, many of which are beyond our
control, including raw material and fuel prices, labor costs, rent levels, import tariffs and fluctuation in foreign exchange rates,
the capacity and utilization rates of our sellers and carriers, which in turn depend on general demand, as well as the quantities of
goods we demand and our specifications. As a result, our costs may vary considerably in the short-term and increase significantly
if certain partners experience shortages. There is no guarantee that we will be able to pass on such costs to our sellers or
consumers through price increases, and such price increases could adversely affect demand for the goods or services sold on our
marketplace. If competitors are able to offer lower prices as they benefit from decreasing raw materials or fuel prices, sellers and
consumers may demand that we also lower our prices, irrespective of the actual development of our costs.
Increases in logistics costs and an inability to pass on such increases to our sellers and consumers could have a material
adverse effect on our business, financial condition, results of operations and prospects.
Changes in how consumers fund their transactions using our payment service could harm our business.
We may pay significant transaction fees when consumers fund payment transactions using credit, debit or prepaid cards,
mobile money or via bank transfers, and no fees when consumers fund payment transactions from an existing Jumia account
balance or when consumers pay cash on delivery.
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The financial success of our payment services is sensitive to changes in the rate at which our consumers fund payments,
which can significantly increase our costs. Some of our consumers may prefer to use credit, debit or prepaid cards due to their
functionality and/or benefits. An increase in the proportion of more expensive payment forms as compared to less expensive
payment forms could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our payment service, JumiaPay, could fail to function properly, and we may not be able to expand or integrate
JumiaPay into other online portals.
JumiaPay, together with its network of licensed payment service providers and other partners, facilitates transactions
between sellers and consumers and provides certain participants with access to financial services. Due to the variety and
complexity of the payment methods we offer, we may experience failures in our checkout process, such as banks rejecting
payment or consumers having insufficient funds, which could adversely affect our conversion rate, defined as the share of
potential consumers visiting our marketplace who actually place an order, and our business.
We rely on third parties to provide payment processing services. We also rely on third-party payment processors, and
encryption and authentication technology licensed from third parties, to securely transmit consumers’ personal information. If
these companies become unwilling or unable to provide these services or increase their fees, such as bank and intermediary fees
for card payments, our operations may be disrupted and our operating costs could increase. Our invoice and billing systems may
malfunction due to the implementation of new payment methods and technology, errors in existing codes or other technology
issues. Any such issues may impair our ability to create correct invoices, avoid the recording of duplicate invoices or payments
and collect payments in a timely manner, or at all. Even though we aim to contract with multiple providers with overlapping
competencies, we cannot guarantee that our third-party vendors will not experience a disruption in their services, increase their
costs, or discontinue their services.
In addition, our current payment infrastructure may prove insufficient if we continue to grow. For instance, we may not
be able to process high volumes. Any failure of the technology behind our payment solutions could be disruptive.
Malfunctions of our payment systems or our failure to effectively manage the growth of JumiaPay could have a material
adverse effect on our business, financial condition, results of operations and prospects.
We could be subject to liability and forced to change our JumiaPay business practices if we were found to be
subject to or in violation of any laws or regulations governing banking, money transmission, tax regulation, anti-
money laundering regulations or electronic funds transfers in any country where we operate; or if new legislation
regarding these issues were enacted in the countries where JumiaPay operates.
A number of jurisdictions where we operate have enacted legislation regulating money transmitters and/or electronic
payments or funds transfers. In many of these countries, the legal framework, its interpretation and/or enforcement has recently
changed substantially and we are challenged to adjust our operations. If our operation of JumiaPay were found to be in violation
of money services laws or regulations or any tax or anti-money laundering regulations, or engaged in an unauthorized banking or
financial business, we could be subject to liability, forced to cease doing business with residents of certain countries, or forced to
change our business practices. Any change to our JumiaPay business practices due to current or new legislation that makes the
service less attractive to customers or prohibits its use by residents of a particular jurisdiction could harm our business. Even if
we are not forced to change our JumiaPay business practices, we could be required to obtain licenses or regulatory approvals that
could be very expensive and time consuming, and we cannot assure that we would be able to obtain these licenses in a timely
manner or at all.
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Deterioration in the performance of, or our relationship with, third-party payment aggregators may adversely
affect JumiaPay and harm our business.
JumiaPay often relies on payment aggregators to facilitate consumer payments. Payment aggregators collect payment
from consumers via credit, debit or prepaid cards, mobile money accounts or bank transfers and then forward payment to the
seller, usually within one to three business days. Thus, aggregators allow sellers to collect card or bank transfer payments without
establishing a direct relationship with banks and/or card networks used by our consumers. In 2019, in connection with an
investment of Mastercard into us, we entered into a commercial agreement with Mastercard Asia/Pacific with a term of ten years,
which provides Mastercard Asia/Pacific with priority in delivering payment network-based solutions and technologies related to
our business. This agreement could lead to a deterioration of our relationship with other service providers. If our relationship with
such other service providers or third-party aggregators weakens, our ability to provide payment services to our consumers may be
adversely effected. Additionally, if these third-party aggregators fail to meet certain quality standards, our business and
reputation may suffer. If we fail to extend or renew agreements with these aggregators on acceptable terms, this may have a
material adverse effect on our business, financial condition, results of operations and prospects.
Changes to payment card networks or bank fees, rules, or practices, or our inability to allow consumers to use
payment cards on our platform could harm our business.
From time to time, payment card networks or relevant banking regulators have increased the interchange fees and
assessments that they charge for each transaction that accesses their networks, and they may further increase such fees and
assessments in the future. Although our agreement with Mastercard enables us to use Mastercard Payment Gateway Services to
process payment transactions, we face the risk that banks and payment processors might pass on to us any increases in
interchange fees and assessments. Any changes in interchange fees and assessments could increase our operating costs and
reduce our operating income.
We are required by our processors to comply with payment card network operating rules, including special operating
rules for payment service providers to sellers, and we have agreed to reimburse our processors for any fines they are assessed by
payment card networks as a result of any rule violations by us or our sellers. The payment card networks set and interpret the card
operating rules and could interpret or re-interpret existing rules or adopt new operating rules that we or our processors might find
difficult or even impossible to follow, or costly to implement. As a result, we could lose our ability to give consumers the option
of using payment cards to fund their payments or the choice of currency in which they would like their card to be charged. Any
inability to accept payment cards or any meaningful limitation in our ability to do so, could have a material adverse effect on our
business, financial condition, results of operations and prospects.
We may be subject to card fraud or other fraudulent behavior, including as a result of identity theft.
Under current card practices, we may be liable for fraudulent card transactions. We do not currently carry insurance
against this risk.
Furthermore, there is no guarantee that our established fraud scoring and risk handling systems will function properly at
all times or that there are no gaps or errors in our algorithms that may result in unauthorized purchases. In addition, increasingly
strict legislation on data protection may limit our ability to obtain the data required for our algorithms to function properly.
Consequently, we may fail to identify fraudulent transactions before they occur or prevent fraudulent transactions from occurring.
If purchases or payments are not properly authorized or payment confirmations are transmitted in error, the relevant
consumer may have insufficient funds or be able to defraud us, which could adversely affect our operations and result in
increased legal expenses and fees. Consumers who are victims of fraudulent transactions where outside individuals use valid
consumer account data to purchase goods, including as a result of identity theft, generally, have the right to require that we return
those funds. In such instances of fraud, we may not be able to, or may not seek to, recover these chargebacks. We operate a
delayed settlement regime in an effort to prevent this type of fraud and avoid
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distributing funds to insolvent sellers that fail to deliver their products. However, we cannot guarantee that such a regime will
always prove effective.
Because our payment service, JumiaPay, is highly automated and allows for instant payment, we experience heightened
susceptibility to fraud. We cannot completely guard against internal or external intruders into our data platform who may seek to
use or manipulate our systems to create, transfer, or otherwise misappropriate funds belonging to legitimate consumers or to
create new accounts or modify or delete existing accounts. We aim to balance convenience and security for sellers and
consumers, and we cannot guarantee that we will be completely successful in preventing fraud. Furthermore, permitting new and
innovative online payment options may increase the risk of fraud. High levels of fraud could result in an obligation to comply
with additional requirements, pay higher payment processing fees or fines, or prevent us from retaining our consumers.
Fraudulent behavior could subject us to liability, damage our reputation and brand and could have a material adverse
effect on our business, financial condition, results of operations and prospects.
Dissatisfaction with our consumer support could prevent us from retaining our consumers.
As most interactions with consumers and sellers are conducted online, consumers and sellers may become frustrated
when they cannot communicate with a representative over the phone. We pursue a multi-channel approach to consumer support,
responding to requests by email, through our hotlines and via social media. The satisfaction of our consumers depends on the
effectiveness of our consumer service, particularly our ability to deal with complaints in a timely and satisfying manner. As we
continue to grow, we may need to add consumer support capabilities and may not be able to do so in a timely manner, or at all.
Any unsatisfactory response or lack of responsiveness by our consumer support team, whether due to interruptions of our hotlines
or other factors, could adversely affect consumer satisfaction and loyalty.
Dissatisfaction with our consumer support could have a material adverse effect on our business, financial condition,
results of operations and prospects.
Any failure to maintain, protect and enhance our reputation and brand may adversely affect our business.
The recognition and reputation of our brand among our platform participants are critical for the growth and continued
success of our business and for our competitiveness in the markets in which we operate. Any loss of trust in our platform could
harm the value of our brand and result in consumers and sellers ceasing to transact business on our marketplace or participants
reducing the level of their commercial activity in our ecosystem, which could materially reduce our revenue and profitability. As
competition intensifies, we anticipate that maintaining and enhancing our reputation and brand may become increasingly difficult
and expensive, and investments to improve our reputation and increase the value of our brand may not be successful. Many
factors, some of which are beyond our control, are important for maintaining and enhancing the reputation of our platform and
brand, including our ability to:
● maintain and improve the reliability and security of our platform;
● maintain and improve the popularity, attractiveness, diversity, quality and value of the goods and services offered on
our platform;
● increase brand awareness through marketing and brand promotion activities;
● preserve our reputation;
● maintain and improve our relationships with sellers;
● maintain and improve consumer satisfaction and loyalty;
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● maintain and improve the efficiency, reliability and quality of our payment and logistics services; and
● manage new and existing technologies and sales channels, including our mobile applications.
Any failure to offer high quality goods and excellent consumer service could subject us to legal action or damage our
reputation and brand and lead to a loss of consumers. For example, administrative agencies in several countries in which we
operate require certification for various consumer goods before they can be offered for sale on our marketplace. Our third-party
sellers are responsible for obtaining these certifications. If we allow third-party sellers to place their goods on our marketplace
without proper certification, we might project to our consumers that they cannot always rely on goods available on our
marketplace, we might be subject to fines or sanctions and we might face complaints from other compliant sellers. We also have
procedures in place to ensure pre-shipping quality control checks, but, there can be no assurance that we will be able to catch all
products that do not meet our quality standards, which could result in a loss of consumer confidence and harm our reputation. Our
policy of delisting the sellers of noncompliant and/or low-quality goods until they produce the proper certificates and licenses or
until their products meet our high quality standards allows us to respond to complaints from administrative agencies and sellers.
However, any delisting of sellers limits the total number of sales on our marketplace.
A large percentage of our products are offered by third-party sellers and delivered by third-party companies and are not
completely within our control. Consequently, we may receive negative publicity, and in some cases may share liability, in cases
of inappropriate actions of such sellers and delivery companies such as violations of product safety regulations, environmental
standards, tax compliance, import rules, labor laws or incidents involving drivers and/or consumers that may make it more
difficult for us to recruit new employees or may require us to change our business model. We also rely on third parties for
information, including product characteristics and availability of goods we offer, which may be inaccurate. While our policy is to
delist goods or sellers that fail to meet certain standards, there is no guarantee that we are capable of delisting these goods and
sellers in a timely manner, or at all. Any negative publicity relating to an accident or other incident resulting in serious injury or
death of consumers, employees or other individuals could have a material adverse effect on our reputation in our industry and in
the countries in which we currently operate.
As we rely on a number of marketing channels, in particular social media sites, including Facebook, for the promotion
of our brand and marketing efforts, any negative publicity may be accelerated through social media due to its immediacy and
accessibility. Such negative publicity, even if factually incorrect or based on isolated incidents, could damage our reputation,
diminish the value of our brand, undermine the trust and credibility we have established and have a negative impact on our ability
to attract new or retain existing consumers. Given the rapid nature of social media, we may be unable to react to such negative
publicity in a timely manner. Negative publicity may also stem from our association with any of our shareholders or business
partners.
We may be the target of anti-competitive behavior, harassment, or other detrimental conduct by third parties, including
from our competitors. Such conduct may include complaints, anonymous or otherwise, to regulatory agencies, which may arise
from actions taken by third parties or our own commercial actions. As a result of such conduct, we may be subject to government
or regulatory investigation and may be required to expend significant time and incur substantial costs to address such conduct.
There is no guarantee that we will be able to conclusively refute each of the allegations within a reasonable period of time, or at
all.
Any failure to maintain, protect and enhance our reputation and brands, whether as a result of our own actions or those
of third parties, could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our significant investments in marketing may fail to yield the desired results.
In order to reach a diverse consumer base in the e-commerce industry and to further build awareness of our brand, we
have incurred, and may continue to incur, substantial marketing expenses. While we reduced the intensity of our promotions and
consumer incentives in the past year, we may incur a higher level of marketing expenses in the future.
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For purposes of planning our future marketing efforts, including deciding on the mix of marketing channels and setting
our marketing budget, we rely on data regarding the effectiveness of marketing measures and channels collected in the past. Any
inability to accurately measure the effectiveness of our marketing measures and channels, for example due to the time lag
between the first consumer contact and the placement of an order as well as the time of the order and revenue realization, may
lead to our marketing efforts not having the desired effect, which may negatively affect our growth and business. Additionally,
we may be unable to accurately measure the number of consumers we are reaching with our marketing efforts, as in many
instances a single consumer may be associated with multiple phone numbers whereas in other instances multiple consumers
determine to jointly use a single account with us. Furthermore, there can be no assurance that our assumptions regarding required
consumer acquisition costs and resulting revenue, including those relating to the effectiveness of our marketing investments, will
prove to be correct.
We cannot guarantee that our current marketing channels will continue to be effective or generally available to us in the
future. Our online partners may not be able to deliver the anticipated number of consumer visits, or visitors attracted to our
marketplace by such events may not make the anticipated purchases. For example, in our primary markets, we conduct marketing
through targeted TV and radio ads, in addition to our traditional online channels. Any disruption of these channels could affect
the number of visitors attracted to our marketplace. New regulation may adversely affect certain marketing channels, in particular
regulation aimed at controlling and censoring social media and increasing data protection of natural persons. If we are not able to
use our existing marketing channels due to increasing regulatory scrutiny, it could limit our ability to acquire and retain
consumers.
An inability to attract sufficient traffic to our platform, have potential consumers download our app to their mobile
devices, translate a sufficient number of website visits or app downloads into purchasers with sufficiently large order values,
build and maintain a loyal consumer base, increase the purchase frequency of these consumers, or do any of the foregoing on a
cost-effective basis, could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may be unable to effectively communicate with our consumers through email, other messages or social media.
We rely on newsletters in the form of emails and other messaging services in order to promote our marketplace and
inform consumers of our product offerings and/or the status of their transactions. Changes in how webmail services organize and
prioritize emails, as well as actions by third parties to block, impose restrictions on, or charge for the delivery of emails and other
messages, as well as legal or regulatory changes with respect to “permission-based marketing” or generally limiting our right to
send such messages, could reduce the number of consumers opening our emails.
Additionally, malfunctions of our email and messaging services could result in erroneous messages being sent and
consumers no longer wanting to receive any messages from us. Furthermore, our process of obtaining consent from visitors to our
marketplace to receive newsletters and other messages from us and to allow us to use their data may be insufficient or invalid. As
a result, such individuals or third parties may accuse us of sending unsolicited advertisements and other messages, and our use of
email and other messaging services could result in claims against us.
Since we also rely on social media to communicate with our consumers, changes to the terms and conditions of relevant
providers could limit our ability to communicate through social media. These services may change their algorithms or interfaces
without notifying us, which may reduce our visibility. In addition, there could be a decline in the use of such social media by our
consumers, in which case we may be required to find other, potentially more expensive, communication channels.
An inability to communicate through emails, other messages or social media could have a material adverse effect on our
business, financial condition, results of operations and prospects.
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We rely on service providers to drive traffic to our website, and these providers may change their search engine
algorithms or pricing in ways that could negatively affect our business.
Our success depends on our ability to attract consumers in a cost-effective manner. With respect to our marketing
channels, we rely heavily on relationships with providers of online services, search engines, social media, directories and other
websites to provide content, advertising banners and other links that direct consumers to our websites. We rely on these
relationships as significant sources of traffic to our marketplace. We also depend on app store providers to allow potential
consumers to download our app to their mobile devices.
Search engine companies change their natural search engine algorithms periodically, and our ranking in organic search
results may be adversely affected by those changes. Search engine companies may also determine that we are not in compliance
with their guidelines and consequently penalize us in their algorithms. If search engines change or penalize us with their
algorithms, terms of service, display and featuring of search results, or if competition increases for advertisements, we may be
unable to cost-effectively drive consumers to our website and apps. Any removal of our app from app stores could materially and
adversely affect our business operations.
Investments in our technology platform and technology infrastructure may not yield the desired results.
We have developed a scalable technology platform to facilitate and integrate our business operations, data gathering
analysis and online marketing capabilities and have invested significant capital and time into building and updating our
technology platform and infrastructure. In order to remain competitive, we expect to continue to make significant investments in
our technology. However, there is no guarantee that the resources we have invested or will invest in the future will allow us to
develop suitable technology solutions and maintain and expand our technology platform and technology infrastructure as
intended, which may adversely affect our ability to compete or require us to purchase expensive software solutions from third-
party developers.
If our investments in our technology platform and technology infrastructure do not yield the desired results, it could
have a material adverse effect on our business, financial condition, results of operations and prospects.
We may fail to operate, maintain, integrate and upgrade our technology infrastructure, or to adopt and apply
technological advances.
Our growth and success depend on our websites and apps being accessible to consumers at all times and to be fault
tolerant. It may become increasingly difficult to maintain and improve the availability of our websites and apps, especially during
peak usage times and as our product offering becomes more complex and the number of visitors to our marketplace increases. We
have experienced disruptions in the past, including temporary downtimes of our websites due to third-party outages, and we may
experience disruptions, outages, or other issues in the future, due to changes in our technology infrastructure, software
malfunctions, third-party outages, fires, natural disasters, acts of terrorism, vandalism or sabotage. If we fail to effectively
address capacity constraints, respond adequately to disruptions or upgrade our technology infrastructure, our mobile apps or
websites could become unavailable or fail to load quickly, and consumers may decide to shop elsewhere, and may not return,
which could adversely affect our business.
Given that the internet and mobile devices are characterized by rapid technological advances, including advances in the
field of machine learning, artificial intelligence, micro-services and server-less architecture, our future success will depend on our
ability to adapt our websites, apps and other parts of our technology platform to such advances and to sustain their
interoperability with relevant operating systems. As traditional internet penetration is low in Africa, our consumers largely rely
on mobile devices to access our offerings. In particular, purchases from mobile devices have increased rapidly since we
introduced our apps. However, the variety of technical and other configurations across mobile devices and platforms makes it
more difficult to develop websites and apps that are suitable for multiple channels. In addition, any changes in popular operating
systems may reduce the functionality of our websites and apps or give preferential treatment to competitors. Any failure to adapt
to technological advances in a timely manner and to integrate our offerings through our websites and apps could decrease the
attractiveness of our websites and apps and could have a material adverse effect on our business, financial condition, results of
operations and prospects.
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Our use of open source software may pose particular risks to our proprietary software and systems.
We use open source software in our proprietary software and systems and intend to continue using open source software
in the future. From time to time, we may face claims from third parties claiming infringement of their intellectual property rights,
or demanding the release or license of the open source software or derivative works that we developed using such software
(which could include our proprietary source code) or otherwise seeking to enforce the terms of the applicable open source
license. These claims could result in litigation and could require us to purchase a costly license, publicly release the affected
portions of our source code, be limited in or cease using the implicated software unless and until we can re-engineer such
software to avoid infringement or change the use of, or remove, the implicated open source software.
In addition to risks related to license requirements, use of certain open source software can lead to greater risks than use
of third-party commercial software, as open source licensors generally do not provide warranties, indemnities or other contractual
protections with respect to the software (for example, non-infringement or functionality). Our use of open source software may
also present additional security risks because the source code for open source software is publicly available, which may make it
easier for hackers and other third parties to determine how to breach our website and systems that rely on open source software.
Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have a material adverse effect
on our business, financial condition, results of operations and prospects.
We depend on our personnel to grow and operate our business and may not be able to retain and replace existing
personnel or to attract new personnel.
We are a founder-led business and depend heavily on the continued input of our founders Sacha Poignonnec and Jeremy
Hodara. We also depend upon the continued services and performance of our other officers and other key personnel, many of
whom have a level of experience and local knowledge that would be difficult to replicate. The unexpected departure or loss of
any of our founders, member of our management board and supervisory board or key personnel could have a material adverse
effect on our business, financial condition and results of operations, and there can be no assurance that we will be able to attract
or retain suitable replacements for such personnel in a timely manner or at all. We may also incur significant additional costs in
recruiting and retaining suitable replacements. In addition, from time to time, there may be changes in our management team that
may be disruptive to our business.
Our success and growth strategy also depend on our ability to expand our business by identifying, attracting, recruiting,
training, integrating, managing and motivating new and talented personnel, which may require significant time, investments, and
management attention. Competition for talent is intense, particularly for technology experts and other qualified personnel in our
fields of operations. For example, other leading technology platforms also operate technology centers in Porto, Portugal, and
compete directly with us for the same talent pool. In addition, certain governments started to promote access of indigenous
peoples to better workplaces by limiting the number of expatriates or foreign workers. While our local workforces are mostly
comprised of local employees, our group-level management and certain key personnel on a local level are expatriates from
countries outside Africa, and any employment and immigration regulations may adversely affect our ability to retain or replace
the required personnel. In addition, our employees and/or the third-party service providers with whom we collaborate may
experience accidents or become victims of criminal actions in carrying out their duties, which may make it more difficult for us
to recruit new employees or may even require us to change our business model.
An inability to retain and replace existing personnel or to attract new personnel could have a material adverse effect on
our business, financial condition, results of operations and prospects.
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We manage our operations on a decentralized basis, which presents certain risks, including the risk that we may be
slower or less able to identify or react to problems affecting our business than we would in a more centralized
environment.
While we have a number of administrative functions teams located in Dubai, UAE, and a central technology, research
and development and data team located in Porto, Portugal, we manage certain of our operations on a decentralized basis.
Historically, our executives travelled extensively but they have curtailed travel during the COVID-19 pandemic. Events
restricting international travel, such as the COVID-19 pandemic, may negatively affect our ability to effectively manage and
grow our business.
Our local managers are given significant freedom concerning day-to-day operations. This structure presents various
risks, including the risk that we may be slower or less able to identify or react to problems affecting our business than we would
in a more centralized environment. In addition, we may be slower to detect compliance related problems, and “company-wide”
business initiatives, such as the integration of disparate information technology systems, may be more challenging and costly to
implement, and their risk of failure higher, than they would be in a more centralized environment. Depending on the nature of the
problem or initiative in question, such failure could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Our corporate culture has contributed to our success, and if we cannot maintain this culture, we could lose the
innovation, creativity and teamwork fostered by our culture, which could harm our business.
We believe that our entrepreneurial and collaborative corporate culture has been an important contributor to our success,
which we believe fosters innovation, teamwork and passion among our employees. As we continue to grow, we may have
difficulties in maintaining or adapting our culture to sufficiently meet the needs of our future and evolving operations, and we
must be able to effectively integrate, develop and motivate a growing number of employees. Any failure to preserve our culture
could also negatively affect our ability to retain and recruit personnel, maintain our performance or execute on our business
strategy, which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to various risks for which we may not be adequately insured.
While we have purchased what we consider to be market standard insurance coverage customary in our industry, such
insurance does not cover all risks associated with our business. Accidents and other events, including interruptions or security
breaches of our technology platform, could potentially lead to interruptions of our operations or cause us to incur significant
costs, all of which may not be covered or fully covered by our insurance policies. In addition, our insurance coverage is subject to
various limitations and exclusions, retentions amounts and limits. Furthermore, if any of our insurance providers becomes
insolvent, we may not be able to successfully claim payment from such insurance provider. In the future, we may not be able to
obtain coverage at current levels, or at all, and premiums for our insurance may increase significantly.
A lack of adequate insurance coverage could have a material adverse effect on our business, financial condition, results
of operations and prospects.
We may be subject to allegations, enforcement proceedings, and lawsuits concerning anti-money laundering and
anti-terrorist financing.
As cash payments continue to be the most trusted and most widely used payment method in the countries in which we
currently operate, our operations mainly depend on our “cash on delivery” payment option, where consumers pay for their order
in cash upon delivery. We have implemented and aim to improve our various group-wide policies and procedures, including
internal controls and “know-your-customer” procedures, and to comply with all applicable anti-money laundering and anti-
terrorist financing laws and regulations for preventing money laundering and terrorist financing. However, our policies and
procedures may not be completely effective in preventing other parties from using our platform, or any financial institutions we
collaborate with, as a conduit for money laundering (including illegal cash operations) or terrorist financing without our
knowledge. Although we take steps to diligence our sellers, we cannot
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guarantee that our ecosystem is void of individuals and entities (collectively, “persons”) who are the target of U.S. sanctions,
including persons designated on the U.S. Department of the Treasury’s Office of Foreign Assets Control’s (“OFAC”) Specially
Designated Nationals and Blocked Persons List or other international sanctions. In addition to our own internal procedures, we
rely on certain payment and lending service providers, including banks and other financial institutions, to have their own
appropriate anti-money laundering compliance policies and procedures. Any strengthening of our know-your-customer efforts as
well as penalties for non-compliance with our policies, may deter certain sellers from doing business with us or may cause a
number of our existing seller accounts to close, which may negatively affect the development of our business.
We have not been subject to fines or other penalties or suffered business or other reputational harm as a result of actual
or alleged money laundering or terrorist financing activities. However, if we were to be associated with money laundering or
terrorist financing, our reputation could suffer and we could become subject to regulatory fines, sanctions, potential criminal
charges for failure to report such activity, or other forms of legal enforcement, including being added to any “blacklists” that
would prohibit certain parties (for example, U.S. banks and financial institutions) from engaging in transactions with us, all of
which could have a material adverse effect on our business, reputation, financial condition and results of operations. Even if we
and any financial institutions with whom we collaborate continue to seek to comply with applicable anti-money laundering and
anti-terrorist financing laws and regulations, we and such financial institutions may not be able to ensure full compliance with
anti-money laundering and anti-terrorist financing laws and regulations in light of their complexity and the secrecy of these
activities.
Any negative perception of us or our industry, such as that arising from any failure of us or others in our industry to
detect or prevent money laundering or terrorist financing activities, even if factually incorrect or based on isolated incidents,
could compromise our reputation, undermine the trust and credibility we have established, and negatively impact our business,
financial condition, results of operations and prospects.
Our activities or the activities of our shareholders in countries targeted by economic sanctions may negatively
affect our reputation.
Various members of the international community have targeted certain countries, including Iran, with economic
sanctions and other restrictive measures. Within the applicable framework, our travel business historically allowed consumers to
book hotels in and flights serving Iran. While the revenue from these offers is immaterial, we cannot rule out that negative
publicity around these offers may harm our reputation. Further, any violation by us of applicable economic sanctions laws or
regulations or other restrictive measures could result in criminal, civil and/or material financial penalties. In addition, our former
indirect shareholder, MTN Group Limited, holds a 49% indirect, non-controlling interest in Irancell, which operates Iran’s
second largest mobile network and offers international voice, interconnect and roaming services. MTN Group Limited also has a
beneficial interest of about 44% in Iranian e-commerce business Snapp (also known as Iran Internet Group), which includes retail
marketplace, ride hailing, travel, delivery and food delivery businesses. These and other activities of our former, current or future
shareholders in countries targeted by economic sanctions may have harmed our reputation in the past or may harm our reputation
in the future and may lead to us being targeted by divestment and similar initiatives.
Exchange controls may restrict the ability of our subsidiaries to convert or transfer sums in foreign currencies.
Our ability to generate operating cash flows at the level of the Company depends on the ability of its subsidiaries to
upstream funds. Several of the countries in which we currently operate have exchange controls that can, from time to time, place
restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls generally have
not created major operational problems in the past because of our negative profitability, but may become more onerous in the
future. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to
transfer cash to us.
Moreover, in some of the countries in which we currently operate, our sellers have experienced, and may experience in
the future, difficulties in converting large amounts of local currency into foreign currency due in particular to illiquid foreign
exchange markets, preventing them from importing certain goods and impeding their ability to sell
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successfully on our marketplace. In addition, as the cash flows of certain countries are highly dependent on the export of certain
raw materials, the ability to convert such currencies can be limited by the timing of payments for such exports, requiring us to
organize our currency conversions around such constraints.
We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that
these restrictions will not limit the ability of our subsidiaries to transfer cash to us, which could have a material adverse effect on
our business, financial condition, results of operations and prospects.
If we are unable to accurately assess our performance through certain key performance indicators, this may
adversely affect our ability to determine and implement appropriate strategies.
We assess the success of our business through a set of key performance indicators such as the number of Annual Active
Consumers, orders, GMV, TPV and JumiaPay Transaction, as well as Adjusted EBITDA. Our key performance indicators may
not be comparable to similarly named indicators used by our competitors and are not verified by an independent third party.
Capturing accurate data to calculate our key performance indicators may be difficult, in particular due to our limited
operating history, and there is no guarantee that the information we have collected thus far is accurate or reliable. For example,
we use consumer accounts to determine the number of Annual Active Consumers. The number of consumer accounts may,
however, be higher than the number of actual individual Annual Active Consumers. TPV includes indirect payments volumes
and, accordingly, may not be comparable with similar measures used by other companies. GMV could be inflated due to weak or
error-prone data collection processes, misconduct, or malicious seller or consumer behavior. For example, we engaged in a sales
practices review in 2019 and 2020, where we identified certain improper orders, which generated less than 3% of our GMV in
2018, concentrated in the fourth quarter, and less than 2% of our GMV in 2019. Furthermore, we obtain certain information from
third-party service providers who help us assess the performance of our business, including Google Analytics. Such relevant
third-party service providers may not fully disclose the methods of how they compile such information and we cannot guarantee
that such information is accurate.
As a result, our key performance indicators may not reflect our actual operating or financial performance and are not
reliable indicators of our current or future revenue or profitability. Potential investors should therefore not place undue reliance
on these key performance indicators in connection with an investment in our ADSs. The management of our business depends on
our key performance indicators and other indicators derived from them, and if any of these indicators are inaccurate, we may
make poor decisions. Furthermore, if we report key performance indicators that are significantly wrong, investors may lose
confidence in the accuracy and reliability of information we report, which could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may not accurately forecast revenue and appropriately plan our expenses.
We base our current and future expense levels on our operating forecasts and estimates of future revenue. Revenue and
operating results are difficult to forecast because they generally depend on the volume and timing of orders placed on our
marketplace and their fulfillment, all of which are uncertain. Additionally, our business is affected by general economic and
business conditions around the world and by the COVID-19 pandemic. A softening in revenue, whether caused by changes in
consumer preferences, supply and logistics disruption or a weakening in local or global economies, may result in decreased
revenue levels, and we may be unable to adjust our spending in a timely manner to compensate for any unexpected shortfall in
revenue. This inability could cause our loss after tax in a given quarter to be higher than expected. If actual results differ from our
estimates, our financial results for the relevant period may be lower than expected.
We make provisions based on management’s risk assessment at the time of finalization of the relevant financial
statements. Where risks are estimated as probable, we make provisions in our financial statements. The risk assessment may
change from one period to another, and additional risks may emerge. Changes in the risk assessment may lead to the recognition
of additional provisions or the reversal of existing provisions, which can have a material impact on our financial results. Further,
while the impact of risks that have already been provided for on our financial results is limited,
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the materialization of such risks may lead to substantial cash outflows, which may have a material adverse effect on our liquidity.
As of December 31, 2020, we had current and non-current provisions for liabilities and other charges of €32.2 million, including
tax provisions of €30.0 million.
If we do not accurately forecast revenue or appropriately plan our expenses, it could have a material adverse effect on
our business, financial condition, results of operations and prospects.
Our business is subject to seasonal fluctuation which may have a material impact on our results.
Our business is seasonal and, consequently, our revenue tends to fluctuate from quarter to quarter. For example, we
consider the fourth quarter, which includes Black Friday and in many countries the year-end holidays, as especially important for
generating revenue. Certain special events, including elections or Jumia Anniversary, result in increased demand for goods on our
marketplace. In the future, such seasonality may become even more pronounced if consumers focus more strongly on certain
special events.
As a result of this seasonality, any factor that adversely affects demand for goods on our marketplace during periods
where we generally experience particularly high demand, including unfavorable economic conditions or the outbreak of an
epidemic at the relevant time, logistics and other fulfillment constraints resulting in higher delivery times, malfunctions of our
websites, and special offers from our competitors, may have a disproportionate effect on our performance, and we may incur
lower revenue and losses due to write-offs on excess inventory. For example, Ramadan has positive effects, such as a higher
orders for certain products prior to Ramadan, and negative effects, such as logistics and fulfillment constraints due to a limited
workforce during Ramadan.
In addition, any negative effects of weak overall demand during those periods are likely to be exacerbated by industry-
wide price reductions designed to clear out excess merchandise. Seasonality also makes it difficult for us to accurately forecast
demand for our goods and source sufficient volumes of these goods. If we fail to anticipate high demand for our goods and do not
meet such demand, we may lose consumers and revenue and may be unable to grow our business. Our results of operations have
fluctuated and are likely to continue to fluctuate due to these and other factors, some of which are beyond our control. In addition,
our rapid growth has masked the seasonality that might otherwise be apparent in our results of operations. If our growth slows,
we expect that the seasonality in our business may become more pronounced.
Given that our results may vary from quarter to quarter and year to year, our results of operations for one quarter or year
cannot necessarily be compared to another quarter or year and may not be indicative of our future financial performance in
subsequent quarters or years. Period to period comparisons of our results of operations may not be meaningful, and you should
not rely upon them as an indication of future performance.
Required licenses, permits or approvals may be difficult to obtain in the countries in which we currently operate,
and once obtained may be amended or revoked arbitrarily or may not be renewed.
Given our diversified offering of goods and services, we require numerous approvals and licenses from national,
regional, and local governmental or regulatory authorities in the countries in which we currently operate. For example, we may
be required to obtain licenses to be able to continue offering or expand certain of our payment solutions or lending services, and
there can be no assurance that we will obtain any such licenses in a timely manner or at all. Even if obtained, licenses are subject
to review, interpretation, modification or termination by the relevant authorities.
Additionally, we do not have the licenses necessary to operate as a direct payment service provider. Instead, in those
jurisdictions where such licenses are required, we typically seek to offer our JumiaPay services through agreements with existing
licensed banks or payment service providers. If any of these partners were to lose their license, it might prohibit them from
continuing to offer services and could inhibit our operations as well. Any unfavorable interpretation or modification of applicable
license requirements or any termination of a required license may significantly harm our operations in the relevant country or
may require us to close down parts or all of our operations in the relevant country. For example, the implementation as of January
1, 2021 of the Payment Systems and Services Act
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2019 in Ghana introduces new licensing requirements applicable to JumiaPay and its partners. We may seek to acquire payment
service provider or other licenses related to our JumiaPay services, including by acquiring licensed entities, and any license we
may acquire will be subject to review, interpretation, modification or termination by the relevant authorities and will subject our
business to oversight and compliance obligations that we may not be able address in a timely manner.
We can offer no assurance that the relevant authorities will not take any action that could materially and adversely affect
these licenses, permits or approvals or our ability to sell goods and provide our services, such as actions to increase license,
permit or approval fees or reduce the scope of permitted services. We may experience difficulties in obtaining or maintaining
some of these licenses, approvals and permits, which may require us to undertake significant efforts and incur additional
expenses. To the extent we operate without a license, we could be subject to fines, criminal prosecution or other legal action
including suspension of our operations. Any difficulties in obtaining or maintaining licenses, approvals or permits or the
amendment or revocation thereof could have a material adverse effect on our business, financial condition, results of operations
and prospects.
Legal, Regulatory and Tax Risks
Our global operations involve additional risks, and we are subject to or may otherwise face exposure under
numerous, complex and sometimes conflicting legal and regulatory regimes.
Our business is subject to numerous laws in different countries, including laws applicable to the e-commerce sector such
as laws with respect to privacy, data protection and data security, online content and telecommunications and laws applicable to
public companies in general, in particular laws with respect to intellectual property protection, local employment, tax, finance,
money laundering, online payment, consumer protection, product liability and the labeling of our goods, competition, anti-
corruption and international sanctions. Operating in foreign countries entails an inherent risk of misinterpreting and incorrectly
implementing local laws and regulations. In addition, numerous laws and regulations apply to goods on our marketplace. Since
we do not manufacture these goods ourselves, our ability to ensure that such goods comply with all applicable regulations is
limited. A change in laws and regulations relating to consumer products, products liability or consumer protection in any of the
markets in which we operate could require additional investments in order to develop better quality control measures for our
platform, increase product safety, or defend against potential products liability litigation.
We cannot guarantee that we have always been in full compliance with applicable laws and regulations in the past, nor
that we will be able to fully comply with them in the future. Additionally, we strive to obtain and retain all necessary business
licenses, permissions and clearances in each of the countries in which we operate. However, we cannot guarantee that relevant
regulators will agree with our position regarding the adequacy of our existing regulatory licenses and permissions or our legal
analyses concerning the requirement to obtain clearances, including anti-trust clearances. We take a dynamic approach with
respect to compliance with applicable laws and regulations, relying on senior management in each jurisdiction where we operate
to identify and interpret on an ongoing basis the laws and regulations that apply to our business activities. Uncertainties in the
legal and regulatory framework may, from time to time, affect our judgment or the legal assessment and opinion of outside legal
counsel and lead to incorrect risk-based judgments regarding the relevance of certain legal requirements. For example, past
uncertainty regarding proper building licenses in Egypt resulted in us incorrectly obtaining warehouse licenses that permitted
manufacturing activities but not storage activities. Additionally, at times we have failed to delist in a timely manner noncompliant
products and sellers due to uncertainty regarding the legality or regulatory compliance of certain products. The violation of any of
the laws or regulations applicable to us — including laws and regulations relating to consumer products, product liability or
consumer protection — may result in litigation, criminal prosecution, damage claims from consumers, business partners and/or
competitors or extensive investigations by governmental authorities and substantial fines being imposed on us. Even unfounded
allegations of non-compliance may adversely affect our reputation and business.
Any changes in the legal framework applicable to our business could adversely affect our operations and profitability. If
we continue to expand our business, we will become subject to new legal frameworks that are even more complex. In the future,
we may further expand our geographic footprint, including by entering into adjacent geographic markets. The laws and
regulations of various countries in which we currently operate or may operate in the future are
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evolving. Consequently, such laws and regulations may change and sometimes may conflict with each other, making it more
difficult to observe them.
At any time, authorities in the countries where we currently operate may require us to obtain additional, or extend
existing, licenses, permits or approvals. However, there is no guarantee that we will be able to obtain these in a timely and cost
effective manner. Authorities may revoke existing licenses, and we may not be able to appeal any such revocations in a timely
and/or effective manner, or at all.
These risks could have a material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to governmental regulation and other legal obligations related to privacy, data protection and
information security. If we are unable to comply with these, we may be subject to governmental enforcement
actions, litigation, fines and penalties or adverse publicity.
We collect personally identifiable information and other data from our consumers and prospective consumers. We use
this information to provide services and relevant products to our consumers, to support, expand and improve our business, and to
tailor our marketing and advertising efforts. We may also share consumers’ personal data with certain third parties as authorized
by the consumer or as described in our privacy policy. As a result, we are subject to governmental regulation and other legal
obligations related to the protection of personal data, privacy and information security in certain countries where we do business,
and there has been, and we expect there will continue to be, a significant increase globally in laws that restrict or control the use
of personal data.
For example, in Europe the General Data Protection Regulation (“GDPR”), which came into force on May 25, 2018,
implemented stringent operational requirements for the use of personal data. These stringent requirements include expanded
disclosures to inform consumers about the use of personal data, increased controls on profiling consumers and increased rights
for consumers to access, control and delete their personal data. In addition, there are mandatory data breach notification
requirements and significantly increased penalties of the greater of €20 million or 4% of global turnover for the preceding
financial year.
Additionally, the regulatory landscape surrounding data protection, data privacy and information security is rapidly
changing across Africa. All countries in which we operate have personal data protection laws. . Many of these data protection
laws and regulations were only recently enacted and are constantly evolving. In some countries, data protection legislation is not
yet fully resourced and operational. Our business collects personal data from users of our websites, customers, sellers, suppliers,
contractors and other individuals. Compliance with nascent data protection regulations presents a challenge, particularly where
practical guidelines on implementation of new legislation have not yet been issued.
Compliance with the various data protection laws in Africa is challenging due to the complex and sometimes
contradictory nature of the different regulatory regimes. Because data protection regulations are not uniform among the various
African nations in which we operate, our ability to transmit consumer information across borders is limited by our ability to
comply with conditions and restrictions that vary from country to country. In countries with particularly strict data protection
laws, we might not be able to transmit data out of the country at all and may be required to host individual servers in each such
country where we collect data. In many countries relevant laws also require that a company notify consumers in the event of a
personal data breach.
Moreover, many data protection regimes apply based on where a consumer is located, and as we expand and new laws
are enacted or existing laws change, we may be subject to new laws, regulations or standards or new interpretations of existing
laws, regulations or standards, including those in the areas of data security, data privacy and regulation of email providers and
those that require localization of certain data, which could require us to incur additional costs and restrict our business operations.
Any failure or perceived failure by us to comply with rapidly evolving privacy or security laws, policies, legal
obligations or industry standards or any security incident that results in the unauthorized release or transfer of personally
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identifiable information or other consumer data may result in governmental enforcement actions, litigation (including consumer
class actions), criminal prosecution, fines and penalties or adverse publicity and could cause our consumers to lose trust in us,
which could have a material adverse effect on our business, financial condition, results of operations and prospects.
We may be adversely affected by changes in the regulations applicable to the use of the internet and the e-
commerce sector.
As the internet continues to revolutionize commercial relationships on a global scale and online penetration increases,
new laws and regulations relating to the use of the internet in general and the e-commerce sector in particular may be adopted.
These laws and regulations may govern the collection, use and protection of data, consumer protection, online payments, pricing,
anti-bribery, tax, country specific prices and website contents and other aspects relevant to our business. The adoption or
modification of laws or regulations relating to our operations could adversely affect our business by increasing compliance costs,
including as a result of confidentiality or security breaches in case of non-compliance, and administrative burdens. In particular,
privacy related regulation could interfere with our strategy to collect and use personal information as part of our data-driven
approach along the value chain. We must comply with applicable regulations in all of the countries in which we operate, and any
non-compliance could lead to fines and other sanctions.
Changes to the regulation applicable to the use of the internet and the e-commerce sector could have a material adverse
effect on our business, financial condition, results of operations and prospects.
The legal and regulatory environment in certain countries in which we operate can be unstable, which may slow
economic development.
Our business, and the goods and services we offer, are subject to a variety of legislative and regulatory measures in the
countries in which we currently operate. Many of the countries in which we currently operate have a less established legal system
than the United States.
Weaknesses in legal systems and legislation in many of these countries create uncertainty for investments and business
due to changing requirements that may be costly, incoherent and contradictory, limited budgets for judicial systems, questionable
judicial interpretations and/or inadequate regulatory regimes. These risks could have a negative impact on economic conditions in
the countries in which we currently operate. These factors could also result in the interruption of certain of our businesses or an
increase in operating expenses in the relevant countries. Changes in legislative and regulatory provisions in these countries,
which we may not be able to anticipate, could have a material adverse effect on our business, financial condition, results of
operations and prospects.
Furthermore, government authorities have a high degree of discretion in many of the markets in which we currently
operate, and have sometimes exercised their discretion in ways that may be perceived as selective or arbitrary, or in a manner that
could be seen as being influenced by political or commercial considerations. Moreover, many of the governments in the countries
in which we currently operate have the power in certain circumstances, by regulation or other government action, to interfere
with the performance of contracts or to terminate them or declare them null and void. Governmental actions may include
withdrawal of licenses, withholding of permits, criminal prosecutions and civil actions. In some countries, when the economic
environment has deteriorated and in order to compensate for the resulting revenue shortages, authorities have imposed new
regulations, in particular relating to tax and customs duties, sometimes unexpectedly. There is no guarantee that legislative
authorities in the countries in which we currently operate will not pass new laws or regulations or amend existing laws and
regulations in a manner that would significantly negatively impact our business model or may even render our business model no
longer viable.
The weakness of the legal systems in the emerging countries in which we currently operate could have a material
adverse effect on our business, financial condition, results of operations and prospects.
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We do business in certain countries where corruption is considered to be widespread, and we are exposed to the
risk of extortion and violation of anti-corruption laws and regulations.
Anti-corruption laws and regulations in force in many countries generally prohibit companies from making direct or
indirect payments to civil servants, public officials or members of governments for the purpose of entering into or maintaining
business relationships. In addition, we are subject to certain provisions of the U.S. Foreign Corrupt Practices Act of 1977
(“FCPA”). The FCPA prohibits providing, offering, promising, or authorizing, directly or indirectly, anything of value to
government officials, political parties, or political candidates for the purposes of obtaining or retaining business or securing any
improper business advantage. We conduct business in, or may expand our business to, certain countries where there is a high risk
of corruption and extortion and in some cases, where corruption and extortion are considered to be widespread and where our
companies may have to obtain approvals, licenses, permits, or other regulatory approvals from public officials.
Therefore, we are exposed to the risk that our employees, consultants, agents, or other third parties working on our
behalf, could make, offer, promise or authorize payments or other benefits in violation of anti-corruption laws and regulations,
especially in response to demands or attempts at extortion. We have implemented prevention and training programs as well as
internal policies and procedures designed to promote best practices and detect and prevent such violations. However, these
prevention and training measures may prove to be insufficient, and our employees, consultants and agents may have been or
could be engaged in activities for which we or the relevant officers could be held liable. We can make no assurance that the
policies and procedures, even if enhanced, will be followed at all times or effectively detect and prevent all violations of the
applicable laws and every instance of fraud, bribery and corruption.
In addition, some anti-corruption laws and regulations, including the FCPA, require that we maintain accurate books
and records that reflect the disposition of company assets in reasonable detail, and that we implement appropriate internal
controls, to ensure that our operations of do not involve corruption, illegal payments or extortion. The great diversity and
complexity of these local laws and regulations and the decentralized nature of our business in various countries and markets
create a risk that, in some instances, we may be deemed liable for violations of applicable laws and regulations, in particular, in
connection with a failure to comply with those laws and regulations relating to books and records, financial reporting, or internal
controls, among others.
Any actual or perceived violation or breach of these anti-corruption laws and regulations, including any potential
governmental or internal investigations of perceived or actual misconduct, could affect our overall reputation and, depending on
the case, expose us to administrative or judicial proceedings, which could result in criminal and civil judgments, including fines
and monetary penalties, a possible prohibition on maintaining business relationships with suppliers or consumers in certain
countries, and other negative consequences which could have a material adverse effect on our business, financial condition,
results of operations and prospects.
We may face exposure under certain export controls and trade and economic sanctions laws and regulations that
could impair our ability to compete in international markets and subject us to liability for non-compliance.
Our business activities may expose us to various trade and economic sanctions laws and regulations, including, without
limitation, OFAC’s trade and economic sanctions programs (“Trade Controls”). In such circumstances, such Trade Controls may
prohibit or restrict our ability to, directly or indirectly, conduct activities or dealings in or with certain countries that are the
subject of comprehensive embargoes (i.e., sanctioned countries), as well as with individuals or entities that are the target of Trade
Controls-related prohibitions and restrictions (i.e., sanctioned parties). Additionally, our sales and services to certain consumers
may at times trigger reporting requirements under U.S. law.
Although we have implemented controls designed to ensure compliance with applicable Trade Controls, our failure to
successfully comply therewith may expose us to negative legal and business consequences, potentially including civil or criminal
penalties, government investigations, and financial and reputational harm, which could have a material adverse effect on our
business, financial condition, results of operations and prospects.
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Increased labor costs, compliance with labor laws and regulations and failure to maintain good relations with
labor unions may adversely affect our results of operations.
We are required to comply with extensive labor regulations in each of the countries in which we have employees,
including with respect to wages, social security benefits and termination payments. If we fail to comply with these regulations we
may face labor claims and government fines, which could have a material adverse effect on our business, financial condition,
results of operations and prospects. We use the services of freelancers to promote our offerings. There can be no guarantee that
the relationship we have with these freelancers will not be viewed as an employment arrangement, which may lead to an increase
in our personnel expenses.
Governments may adopt laws, regulations and other measures requiring companies in the private sector to increase
wages and provide specified benefits to employees. Additionally, although we currently compensate members of our JForce
program as independent sales consultants, it is possible that certain jurisdictions may reclassify them as employees, which would
require us to change their compensation and benefits structure. We may face pressure from our labor unions or otherwise to
increase employee salaries, and we face the risk that other labor-related disputes may arise. Labor disputes that result in strikes or
other disruptions could have a material adverse effect on our business, financial condition, results of operations and prospects.
Our risk management and compliance structure was implemented only recently, and there is a risk that it may prove
inadequate.
We are in the early stages of building a dedicated centralized compliance function. We recently began implementing a
group-wide risk management and compliance program that is aimed at preventing corruption, fraud and other criminal or other
forms of non-compliance by our management, employees, consultants, agents and sellers. Although we seek to improve the
effectiveness and efficiency of this program and the frequency at which we perform systematic compliance checks, given the
broad scope of our operations and, in particular, the fact that corruption and extortion are common in some countries in which we
currently operate or in which we have operated in the past, such controls may prove to be insufficient to prevent or detect non-
compliant conduct. Additionally, certain employees, consultants, agents or sellers may engage in illegal practices or corruption to
win business or to conspire in order to circumvent our compliance controls. Similarly, our risk management function may fail to
identify, mitigate or manage relevant risk exposures. For example, we have identified failures of our internal controls in the past,
including fraudulent behavior by our independent JForce sales consultants, employees and sellers, improper orders placed by
employees and JForce consultants and an allegation of fraudulent local management behavior in contravention of company policy
with respect to cash management. While we have implemented improvements to, and routinely monitor, our internal controls at a
country and group level, we cannot be sure that such internal control procedures will prove effective or that our policies will be
followed.
Non-compliance with applicable laws and regulations may harm our reputation and ability to compete and result in legal
action, criminal and civil sanctions, or administrative fines and penalties, such as a loss of business licenses or permits, against
us, members of our governing bodies and our employees. They may also result in damage claims by third parties or other adverse
effects, including class action lawsuits or enforcement actions by national and international regulators resulting in limitations to
our business).
Any failure of our compliance structure to prevent or detect non-compliant behavior could have a material adverse
effect on our business, financial condition, results of operations and prospects.
We may not be able to adequately protect our intellectual property against infringements from third parties.
We believe that our intellectual property, including consumer data, copyrights, brands, trademarks, trade secrets and
proprietary technology, is critical to our success. We have developed, and will continue to develop, a substantial quantity of
proprietary software, processes and other know-how, including assortment related know-how, that are especially important to our
operations. However, we may not be able to obtain effective protection for such intellectual
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property or other proprietary know-how in all relevant countries. If the laws and regulations applicable to our intellectual
property change, this may make it even more difficult to effectively protect such intellectual property.
In addition, we may be required to spend significant funds on monitoring and protecting our intellectual property and
there is no guarantee that we can successfully discover all infringements, misappropriations or other violations of our intellectual
property and pursue them successfully. We provide certain information to third-party service providers who help us assess the
performance of our business, such as Google Analytics. Consequently, we only have limited control to ensure that such
information is not misused by the relevant third-party service providers or passed on to other third parties, including our
competitors.
If we initiate litigation against infringements of our intellectual property, such litigation may prove costly and there is no
guarantee that it will ultimately be successful and that the rulings we obtain will adequately remedy the damage we have suffered.
Where we rely on contractual agreements to protect our intellectual property, such agreements may be found to be invalid or
unenforceable. Furthermore, some of our intellectual property could be challenged or found invalid through administrative
processes or litigation, and third parties may independently develop or otherwise acquire equivalent intellectual property.
An inability to adequately protect our intellectual property could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may be accused of infringing on the intellectual property of third parties.
As we utilize a variety of intellectual property for our business, consumers, regulatory authorities or other third parties
may allege that intellectual property we use infringes on their intellectual property, and we may therefore become subject to
allegations and litigation. Even unfounded allegations of infringement may adversely affect our reputation and business and may
require significant resources to defend against. If we try to obtain licenses from such third parties to settle any disputes, there is
no guarantee that such licenses will be available to us on acceptable terms, or at all, in which case we may be required to alter our
brands or change the way we currently operate.
In addition, we may not be able to continue to market certain goods in instances where our suppliers manufacture these
goods without regard for the intellectual property rights of third parties. Furthermore, some of the agreements we entered into
with third parties may contain clauses regarding the protection of their intellectual property licensed to us. A violation of these
clauses, such as the unauthorized sub licensing or disclosure of a confidential source code, may require us to pay significant
penalties, prevent us from utilizing such intellectual property in the future and may result in litigation against us. Moreover, some
of our proprietary technology was developed on the basis of licensed proprietary and non-proprietary software that we licensed
from third parties. If these licenses were to be challenged or found invalid through litigation or other proceedings, we may be
unable to continue utilizing such proprietary technology.
Any infringements on the intellectual property of third parties could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We may be unable to acquire, utilize and maintain our domains and trademarks.
We have registered various word and figurative trademarks as well as internet domains and expect to register additional
similar rights in the future. These rights are regulated by the relevant regulatory bodies and subject to trademark laws and other
related laws in the countries in which we have registered them.
If we cannot obtain or maintain our existing or future word and figurative trademarks as well as internet domains on
reasonable terms, we may be forced to incur significant additional expenses or be unable to operate our business as intended.
Furthermore, the regulations governing domain names and laws protecting trademarks and similar proprietary rights could
change (e.g., through the establishment of additional generic or country code top level domains or changes in registration
processes), which may prevent us from using these rights as intended. In addition, we may not
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be able to prevent third parties from registering and utilizing domains and trademarks that interfere with those that we have
registered.
An inability to maintain our domains and trademarks could have a material adverse effect on our business, financial
condition, results of operations and prospects.
We may be involved in litigation or other proceedings that could adversely affect our business.
In the ordinary course of our business activities, we are regularly exposed to various litigation, particularly in the areas
of product warranty, delays of payments or deliveries, competition law, intellectual property disputes, labor disputes and tax
matters. Such litigation is subject to inherent uncertainties, and unfavorable rulings could require us to pay monetary damages or
provide for an injunction prohibiting us from performing a critical activity, such as marketing certain goods. Even if legal claims
brought against us are without merit, defending against such claims could be time-consuming and expensive and could divert
management’s attention from other business concerns. Additionally, we may decide to settle such claims, which could prove
expensive to us.
If we become involved in litigation or other proceedings, this could have a material adverse effect on our business,
financial condition, results of operations and prospects.
We use standardized documents, contracts and terms and conditions, compounding the negative impact on our
business if any clause is held to be void.
We use standardized documents, contracts and terms and conditions to govern our relationships with a large number of
sellers and consumers. If such documents, contracts or terms and conditions are found to contain provisions that are interpreted in
a manner disadvantageous to us, or if any clauses are held to be void and thereby replaced by statutory provisions that are
disadvantageous to us, a large number of our contractual relationships could be affected.
In addition, standardized terms and conditions must comply with the statutory laws on general terms and conditions in
the various countries in which we currently operate, which means that in many countries such standardized terms and conditions
are subject to intense scrutiny by the courts. We cannot guarantee that all standardized terms and conditions we use currently
comply and will continue to comply with the relevant requirements. Even if terms and conditions are prepared with legal advice,
it is impossible for us to guarantee that they are valid, given that changes may continue to occur in the laws applicable to such
terms and conditions and/or their interpretation by the courts.
If clauses in our standardized documents, contracts or terms and conditions are found to be void, this could have a
material adverse effect on our business, financial condition, results of operations and prospects.
We are subject to customs and foreign trade regulations that may require us to modify our current business
practices and incur increased costs or could result in a delay in processing goods through customs, which may
limit our growth and cause us to suffer reputational damage.
We import a large number of goods and services as part of our day-to-day business and such imports and exports may
be subject to customs or foreign trade regulations. In addition, we rely on third parties, in particular our sellers, to make certain
import, export or customs declarations and we therefore only have limited control over such declarations. Any non-compliance
with customs or foreign trade regulations could lead to the imposition of fines or result in our goods being seized, in which case
delivery of our goods may be delayed or fail entirely. If these laws or regulations were to change or were violated by our
management, employees or sellers, we could experience delays in shipments of our goods, be subject to fines or penalties, or
suffer reputational harm, which could reduce demand for our services and negatively impact our results of operations.
Legal requirements are frequently changed and subject to interpretation, and we are unable to predict the ultimate cost
of compliance with these requirements or their effects on our operations. We may be required to make significant expenditures or
modify our business practices to comply with existing or future laws and regulations, which may increase our costs and
materially limit our ability to operate our business.
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Our business depends on our ability to source and distribute goods in a timely manner. As a result, we rely on the free
flow of goods through open and operational ports worldwide. Labor disputes or other disruptions at ports create significant risks
for our business, particularly if work slowdowns, lockouts, strikes or other disruptions occur. Any of these factors could result in
reduced sales or cancelled orders, which may limit our growth and damage our reputation and have a material adverse effect on
our business, financial condition, results of operations and prospects.
Our business is subject to the general tax environment in the countries in which we currently operate, and any
changes to this tax environment may increase our tax burden.
Our business is subject to the general tax environment in the countries in which we currently operate. Our ability to use
tax loss carryforwards and other favorable tax provisions depends on national tax laws and their interpretation in these countries.
Changes in tax legislation, administrative practices or case law could increase our tax burden and such changes might even occur
retroactively. Furthermore, tax laws may be interpreted differently by the competent tax authorities and courts, and their
interpretation may change at any time, which could lead to an increase of our tax burden. For example, in a number of countries,
tax authorities seek to characterize income from the provision of services as royalties under their domestic legislation and/or tax
treaties, which would lead to the imposition of withholding tax and may significantly increase our tax burden. In addition,
legislators and tax authorities have changed or may change territoriality rules or their interpretation for the application of value-
added tax (“VAT”) on cross border services, which could lead to significant additional payments for past and future periods. In
addition, court decisions are sometimes ignored by competent tax authorities or overruled by higher courts, which could lead to
higher legal and tax advisory costs and create significant uncertainty.
Tax authorities in various countries are currently reviewing the appropriate treatment of e-commerce activities.
Recently, several countries in Africa have imposed new, or increased existing, taxes on e-commerce and mobile services. For
example, in 2018, Uganda imposed a daily tax of 200 Uganda shillings (equivalent to $0.05) on Over-the-Top (“OTT”) services
including Facebook, WhatsApp and Twitter. Users who fail to make this daily payment are unable to access the designated OTT
services. Additionally, Uganda imposed a new mobile money transfer tax in 2018. The tax, originally introduced as a 1% tax on
receiving payments and withdrawals, was later reduced to a 0.5% tax on withdrawals only. The Ivory Coast imposed a similar
0.5% tax on mobile money transfers in January 2018. Lastly, Kenya has been taxing mobile money transfers for several years and
increased its mobile money transfer tax from 10% to 12% in late 2018. It is possible that other African countries will enact new
taxes on OTT services, mobile money transfers or other e-commerce and mobile services or that countries with existing e-
commerce and mobile service taxes will raise their current tax rates. Existing or new e-commerce and mobile service taxes may
increase the cost of mobile phone usage and data plans for consumers, which may discourage mobile phone usage or slow the
rate of mobile phone adoption across our markets. Additionally, taxes on mobile money transfers may increase the costs
associated with and discourage the use of JumiaPay.
Moreover, due to the global nature of our e-commerce business, various countries might attempt to levy additional sales,
income or other taxes relating to our activities. Such new tax regulation may subject us or our consumers to additional taxes,
which would increase our tax burden and may reduce the attractiveness of our online offering. In certain countries in which we
operate, VAT rates are especially high. For example, the VAT is 20% in Morocco and 18% in Ivory Coast. In such countries, we
face the risk that organizational sellers on our marketplace may attempt to transact as individual sellers in order to avoid the
responsibility of collecting VAT. Sellers may also seek to structure their operations in a way that facilitates the non-payment of
VAT. New taxes could also result in additional costs necessary to collect the data required to assess these taxes and to remit them
to the relevant tax authorities.
In some of the countries in which we currently operate, tax authorities may also use the tax system to advance their
agenda and may exercise their discretion in ways that may be perceived as selective or arbitrary, or in a manner that could be
seen as being influenced by political or commercial considerations. Accordingly, we may face unfounded tax claims in such
countries.
We are subject to audits by tax officials in various jurisdictions in which we operate. For example, in Germany, the
authorities challenged the status of some of the Group’s German partnerships as entrepreneurs. A loss of such entrepreneur status
would have resulted in substantial additional VAT assessments. We have reached a joint
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understanding with the competent tax authorities, according to which the German partnerships in question should be regarded as
entrepreneurs, provided certain conditions are met. We cannot guarantee that the tax authorities will not change their view on the
status of such partnerships for past or future periods. While we are making good progress toward meeting these conditions, any
failure to meet them in a timely manner, or any changes in the tax authorities’ view, may result in substantial additional VAT
assessments.
We are also in ongoing discussions with the German authorities regarding corporate income tax treatment of services
rendered by these partnerships. While we believe the position of the German tax authorities on this issue is not correct and would
not be successful if challenged in court, we may be required to pay additional corporate income taxes in an upper single to very
low double digit euro million amount if the tax authorities’ view were to prevail and have taken provisions accordingly. See also
Note 19 to our audited consolidated financial statements included elsewhere in this Annual Report.
Taxes actually assessed in future tax audits for periods not yet covered by this last tax audit may exceed the taxes
already paid by us. As a result, we may be required to make significant additional tax payments with respect to previous periods.
Furthermore, the competent tax authorities could revise their original tax assessments (e.g., with respect to the recognition of
invoiced value added taxes). Any tax assessments that deviate from our expectations could lead to an increase in our tax burden.
In addition, we may be required to pay interest on these additional taxes as well as late filing penalties.
Changes in the tax environment and future tax audits could have a material adverse effect on our business, financial
condition, results of operations and prospects.
Certain of our cross-border business dealings may trigger unforeseen adverse tax consequences.
We are an internationally operating enterprise continuously engaged in cross-border business dealings which may
trigger unforeseen adverse tax consequences in Germany and abroad, in particular with respect to transfer pricing and double
taxation issues. While our business operations focus on three regions in Africa, our Company is incorporated in Germany and we
manage our operations on a decentralized basis. Our technology and data team is predominantly located in Portugal. The
decentralized nature of our organization may lead to interpretative questions by tax authorities as to where we have to pay taxes
on our income or assets. Any reassessment of our current status could lead to substantial tax claims and/or costly and time
consuming administrative and legal proceedings.
This high degree of interconnectivity necessitates the cross-border transfer of certain goods and services including
services, from and between us, our subsidiaries and affiliates. Tax authorities often challenge the prices charged for intra-group
services. Past and current intra-group transfer prices, particularly those for services rendered by the Company, including the
provision of technology, management services, personnel or financing could be deemed to not be at arm’s length.
Additionally, in light of the fact that these intra-group services are usually not offered to third parties, it may become
difficult for us to mitigate intra-group transfer price risks by documenting the prices, particularly paid in comparable transactions
by or with independent third parties. The preparation of customary transfer price documentation may also be delayed due to the
need to hire an external advisory team with the resources to prepare such transfer price documentation for us.
In addition, we may be unaware of or infringe upon tariffs, quotas, customs and export control regulations, trading bans
or similar restrictions, thereby creating exposure to the risk of fines and sanctions.
The materialization of any of the risks described above could have a material adverse effect on our business, financial
condition, results of operations and prospects.
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We are subject to tax laws and regulations in Germany and numerous other countries. Our tax burden may
increase as a consequence of future tax treatment of dividend payments, non-deductibility of interest payments,
current or future tax assessments or court proceedings based on changes in domestic or foreign tax laws and
double taxation treaties or changes in the application or interpretation thereof. We agreed to indemnify the
members of our management board against tax liabilities of up to €40 million.
We are a German tax resident and, accordingly, subject to the tax laws and regulations of Germany. We operate in a
number of African countries and have shared service centers in certain European countries as well as in the United Arab
Emirates, subjecting several of our entities to the tax laws of these countries. Our tax burden depends on various aspects of tax
laws and regulations including double taxation treaties as well as their respective application and interpretation. Amendments to
tax laws and double taxation treaties, for example, an increase of statutory tax rates or the limitation of double tax relief, may
have a retroactive effect, and their application or interpretation by tax authorities or courts is subject to change and may cause an
increase in our tax burden. Furthermore, tax authorities occasionally limit court decisions to their specific facts by way of non-
application decrees. This may also increase our tax burden.
Prior to the completion of our initial public offering in April 2019, we streamlined our group structure by exchanging
interests held by current or former members of management, employees, supporters or business partners in our subsidiaries into
shares of the Company. While we do not believe that these transactions triggered adverse tax consequences for which we are
liable, there is no guarantee that tax authorities will agree with this assessment.
We have agreed to indemnify the members of the management board against income tax liabilities they may incur with
respect to income received from us, including from share-based payment instruments, in excess of a total tax liability of 25% of
the relevant income in countries where they do not have their primary residence up to a total amount of €40 million.
As a holding company, our ability to distribute dividends depends largely on dividend payments made by our
subsidiaries. Among other things, these intra-group distributions are subject to withholding tax (Kapitalertragsteuer) on multiple
intra-group levels. No assurance can be given that the taxation of intra-group distributions may not negatively affect our ability to
pay dividends in the future.
Thin-capitalization rules in various countries restrict the tax deductibility of interest expenses and the possibility of
companies to carry forward non-deducted interest expenses to future assessment periods. As the interpretation of these rules is
not entirely clear in many countries, it cannot be ruled out that the competent tax authorities will take a different view regarding
the tax deductibility of interest expenses than our entities.
Our entities are or may become party to tax proceedings. The outcome of such tax proceedings may not be predictable
and may be detrimental to us.
The materialization of any of the risks described above could have a material adverse effect on our business, financial
condition, results of operations and prospects.
Economic challenges faced by governments, including due to the COVID-19 pandemic, may lead to an increase in
our tax burden.
Governments may seek to find additional financing, including due to economic challenges as a result of the COVID-19
pandemic. Accordingly, governments may seek to impose additional tax burdens on us. For example, tax authorities may state
that platform owners are responsible to account for and pay VAT or sales tax for the goods and services traded via their platform.
Jumia is currently engaged in active discussions with the tax authorities in two countries regarding VAT or sales tax collection
for the goods and services traded via its platform. The authorities in one of these countries may apply such a mechanism
retrospectively. There is no guarantee that this authority will accept our position that we are not responsible to account for and
pay VAT for the goods and services traded via our marketplace for the prior periods. The VAT or sales tax of the goods and
services traded via our marketplace in the relevant country would amount to a lower double digit euro million amount per year
for the relevant prior periods should the tax authorities prevail.
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Risks Related to the Ownership of our ADSs
Investor perceptions of risks in emerging economies could reduce investor appetite for investments in these countries
or for the securities of issuers operating in these countries.
Investing in securities of issuers in emerging markets generally involves a higher degree of risk than investing in
securities of corporate or sovereign issuers from more developed countries. Economic crises in one or more emerging market
countries may reduce overall investor appetite for securities of emerging market issuers generally, even for emerging market
issuers located outside the regions directly affected by the crises. Past economic crises in emerging markets, such as in South
America and Russia, have often resulted in significant outflows of international capital from emerging markets and caused
emerging market issuers to face higher costs for raising funds, and in some cases have effectively impeded access to international
capital markets for extended periods.
Thus, even if the economies of the countries in which we operate remain relatively stable, financial turmoil in any
emerging market country could have a material adverse effect on our business, financial condition, results of operations and
prospects.
The market price of our ADSs has fluctuated significantly in the past and may continue to do so in the future and
any such fluctuations could result in substantial losses for holders of our ADSs.
The market price of our ADSs is affected by the supply and demand for our ADSs, which may be influenced by
numerous factors, many of which are beyond our control, including:
● fluctuation in actual or projected results of operations;
● changes in projected earnings or failure to meet securities analysts’ earnings expectations;
● the absence of analyst coverage;
● negative analyst recommendations;
● changes in trading volumes in our ADSs;
● changes in our shareholder structure;
● changes in macroeconomic conditions;
● the activities of competitors and sellers;
● changes in the market valuations of comparable companies;
● changes in investor and analyst perception with respect to our business or the e-commerce industry in general; and
● changes in the statutory framework applicable to our business.
As a result, the market price of our ADSs may be subject to substantial fluctuation.
General market conditions and fluctuation of share prices and trading volumes could lead to pressure on the market
price of our ADSs, even if there may not be a reason for this based on our business performance or earnings outlook. In addition,
prices for e-commerce or technology companies have traditionally been more volatile compared to share prices for companies
from other industries. The market price of our ADSs has fluctuated substantially in the past. Our ADSs, priced at $14.50 for our
initial public offering in April 2019, rose to a high of $49.77 in May 2019 before
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falling to a low of $2.15 in March 2020 and then rising again to a high of $69.89 in February 2021, followed by a significant
decline. The market prices of our ADSs may continue to fluctuate substantially in the future.
Any fluctuations in the market price of our ADSs as a result of the realization of any of these risks, investors could lose
part or all of their investment in our ADSs. Additionally, in the past, when the market price of a stock has been volatile, holders
of that stock have sometimes instituted securities class action litigation against the company that issued the shares. These lawsuits
may result in substantial expenses and could also divert the time and attention of our management board from our business,
which could significantly harm our profitability and reputation.
The interests of certain of our major shareholders may conflict with our interests or those of our other shareholders.
The interests of certain of our shareholders may deviate from our interests or those of our other shareholders. Certain
measures and transactions, including dividend payments, may be impossible to implement without the support of these major
shareholders. In addition, some of our shareholders hold various interests in a number of companies, including companies active
in the e-commerce industry, and conflicts of interests may arise between these investments and our interests.
Conflicts between the interests of certain of our major shareholders and our interests or those of our other shareholders
may have a material adverse effect on our business, financial condition, results of operations and prospects.
We do not expect to pay any dividends in the foreseeable future.
We have not yet paid any dividends to our shareholders and do not currently intend to pay dividends for the foreseeable
future. Under German corporate law, dividends may only be distributed from our net retained profit (Bilanzgewinn). The net
retained profit is calculated based on our unconsolidated financial statements prepared in accordance with German generally
accepted accounting principles of the German Commercial Code (Handelsgesetzbuch). Such accounting principles differ from
International Financial Reporting Standards, as issued by the International Accounting Standards Board, in material respects.
Our ability to pay dividends therefore depends upon the availability of sufficient net retained profits. In addition, future
financing arrangements may contain covenants that impose restrictions on our business and on our ability to pay dividends under
certain circumstances.
Any determination to pay dividends in the future will be at the discretion of our management board and will depend
upon our results of operations, financial condition, contractual restrictions, including restrictions imposed by existing or future
financing agreements, restrictions imposed by applicable laws and other factors management deems relevant.
Consequently, we may not pay dividends in the foreseeable future, or at all, and any return on investment in our ADSs is
solely dependent upon the appreciation of the price of our ADSs on the open market, which may not occur. See “Dividend
Policy.”
We have identified a material weakness in our internal control over financial reporting. Our failure to correct
these control deficiencies or our failure to discover and address any other control deficiencies could result in
inaccuracies in our financial statements.
Our management, including our co-chief executive officers and chief financial officer, concluded that our internal
control over financial reporting was not effective as of December 31, 2020 due to the presence of a material weakness. A material
weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a
reasonable possibility that a material misstatement of the company’s annual or interim consolidated financial statements may not
be prevented or detected on a timely basis.
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Specifically, we identified deficiencies in the corporate finance and accounting functions related to the failure to identify
accounting adjustments in certain areas, including income taxes, share-based compensation and contractual commitments, and we
did not adequately review or oversee the work of external specialists in some of these matters to assist us in the preparation of our
financial statements and in our compliance with SEC reporting obligations. Such deficiencies, when considered in the aggregate,
constitute a material weakness.
Notwithstanding this material weakness, our management, based on the substantial work performed, concluded that our
consolidated financial statements for the periods covered by and included in this Annual Report are fairly stated in all material
respects in accordance with IFRS.
We have already made some improvements regarding the remediation of this material weakness on the corporate
finance and accounting functions; however, additional effort is required. We have hired and will continue to hire additional
accounting and finance personnel. We have implemented extensive documentation and review processes and invested in
automation of reporting allowing us to focus more on technical compliance and review; we have standardized our controls over
accounting and reporting and formalized our financial statement review process.
However, we cannot assure you that the implementation of these measures will be sufficient to remediate this material
weakness or that material weaknesses or significant deficiencies in our internal control over financial reporting will not be
identified in the future. Our failure to correct these control deficiencies or our failure to discover and address any other control
deficiencies could result in inaccuracies in our financial statements and impair our ability to comply with applicable financial
reporting requirements and related regulatory filings on a timely basis. Moreover, ineffective internal control over financial
reporting could significantly hinder our ability to prevent fraud.
If we fail to implement and maintain an effective system of internal controls over financial reporting, we may be
unable to accurately report our results of operations, meet our reporting obligations or prevent fraud.
Prior to our initial public offering, we were a private company with limited accounting personnel and other resources
with which to address our internal control over financial reporting. Since our initial public offering in 2019, we have been a
public company in the United States subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act requires
that we include a report from management on the effectiveness of our internal control over financial reporting in our annual
report on Form 20-F beginning with this Annual Report. As a result, we are required to disclose changes made in our internal
controls and procedures and our management is required to assess the effectiveness of these controls annually. In addition, once
we cease to be an “emerging growth company” as such term is defined in the Jumpstart Our Business Startups Act (“JOBS Act”),
our independent registered public accounting firm must attest to and report on the effectiveness of our internal control over
financial reporting. Our management, including our co-chief executive officers and chief financial officer, concluded that our
internal control over financial reporting was not effective as of December 31, 2020 due to the presence of a material weakness.
Moreover, even if our management concludes that our internal control over financial reporting is effective, when we are no
longer an emerging growth company, our independent registered public accounting firm, after conducting its own independent
testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are
documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Our reporting
obligations may place a significant strain on our management, operational and financial resources and systems for the foreseeable
future. We may be unable to timely complete our evaluation testing and any required remediation.
During the course of documenting and testing our internal control procedures in the future, in order to satisfy the
requirements of Section 404 of the Sarbanes-Oxley Act, we may identify other weaknesses and deficiencies in our internal
control over financial reporting. In addition, if we fail to maintain the adequacy of our internal control over financial reporting, as
these standards are modified, supplemented or amended from time to time, we may not be able to conclude on an ongoing basis
that we have effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. If we
fail to achieve and maintain an effective internal control environment, we could suffer material misstatements in our financial
statements and fail to meet our reporting obligations, which would likely cause investors to lose confidence in our reported
financial information. This could, in turn, limit our access to capital markets, harm our results of operations, and lead to a decline
in the trading price of the ADSs. Additionally, ineffective
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internal control over financial reporting could expose us to increased risk of fraud or misuse of corporate assets and subject us to
potential delisting from the stock exchange on which we list, regulatory investigations and civil or criminal sanctions. We may
also be required to restate our financial statements for prior periods.
Future offerings of debt or equity securities by us could adversely affect the market price of our ADSs, and future
issuances of equity securities could lead to a substantial dilution of our shareholders.
We may require additional capital in the future to finance our business operations and growth. The Company may seek
to raise such capital through the issuance of additional ADSs or debt securities with conversion rights (e.g., convertible bonds and
option rights). An issuance of additional ADSs or debt securities with conversion rights could potentially reduce the market price
of our ADSs and the Company currently cannot predict the amounts and terms of such future offerings.
If such offerings of equity or debt securities with conversion rights are made without granting subscription rights to our
existing shareholders, these offerings would dilute the economic and voting rights of our existing shareholders. In addition, such
dilution may arise from the acquisition or investments in companies in exchange, fully or in part, for newly issued ADSs, options
granted to our business partners or from the exercise of stock options by our employees in the context of existing or future stock
option programs or the issuance of ADSs to employees in the context of existing or future employee participation programs.
Any future issuance of ADSs could reduce the market price of our ADSs and dilute the holdings of existing
shareholders.
The sale or availability for sale of substantial amounts of the ADSs could adversely affect their market price.
Sales of substantial amounts of the ADSs in the public market, or the perception that these sales could occur, could
adversely affect the market price of the ADSs and could materially impair our ability to raise capital through equity offerings in
the future. We cannot predict what effect, if any, market sales of securities held by our shareholders or the availability of these
securities for future sale will have on the market price of the ADSs.
An investment in our ADSs by an investor whose principal currency is not the Euro may be affected by exchange
rate fluctuation.
Our ADSs are, and any dividends to be paid in respect of them will be, denominated in euros. An investment in our
ADSs by an investor whose principal currency is not the euro will expose such investor to exchange rate risks. Any depreciation
of the euro in relation to the principal currency of the respective investor will reduce the value of the investment in our ADSs or
any dividends in relation to such currency.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our
business, the market price for our ADSs and trading volume could decline.
The trading market for our ADSs depends in part on the research and reports that securities or industry analysts publish
about us or our business. If securities or industry analyst coverage results in downgrades of our ADSs or publishes inaccurate or
unfavorable research about our business, our ADS price will likely decline. If one or more of these analysts cease coverage of us
or fail to publish reports on us regularly, we could lose visibility in the financial markets and demand for our ADSs could
decrease, which, in turn, could cause the market price or trading volume for our ADSs to decline significantly.
Investors may have difficulty enforcing civil liabilities against us or the members of our management and
supervisory boards.
We are incorporated in Germany and conduct substantially all of our operations in Africa through our subsidiaries. In
total, five members of our management board and supervisory board are non-residents of the United
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States. The majority of our assets and the assets of half of the members of our management board and supervisory board are
located outside the United States. As a result, it may not be possible, or may be very difficult, to serve process on company
representatives or the company in the United States, or to enforce judgments obtained in U.S. courts against company
representatives or the company based on civil liability provisions of the securities laws of the United States.
There is no treaty between the United States and Germany for the mutual recognition and enforcement of judgments
(other than arbitration awards) in civil and commercial matters. Therefore, a final judgment for the payment of money rendered
by any federal or state court in the United States based on civil liability, whether or not predicated solely upon the U.S. federal
securities laws, would not be enforceable in Germany unless the underlying claim is re-litigated before a German court of
competent jurisdiction.
Based on the foregoing, there can be no assurance that U.S. investors will be able to enforce any judgments obtained in
U.S. courts in civil and commercial matters, including judgments under the U.S. federal securities laws, against us, members of
our management board and supervisory board, or our senior management. In addition, there is doubt as to whether a German
court would impose civil liability on us, the members of our management and supervisory board or our senior management in an
original action predicated solely upon the U.S. federal securities laws brought in a court of competent jurisdiction in Germany
against us or such members, respectively.
Holders of our ADSs may be subject to limitations on transfer of their ADSs.
Our ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any
time or from time to time when it deems expedient in connection with the performance of its duties. In addition, the depositary
may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed,
or at any time if we or the depositary deems it advisable to do so because of any requirement of law or of any government or
governmental body, or under any provision of the deposit agreement, or for any other reason.
The exercise of voting rights of holders of our ADSs is limited by the terms of the deposit agreement.
For so long as holders of our ADSs do not convert their ADSs into ordinary shares, they may not attend our
shareholder’s meetings and may exercise their voting rights with respect to the ordinary shares underlying their ADSs only in
accordance with the provisions of the deposit agreement. Upon receipt of voting instructions from a holder of our ADSs in the
manner set forth in the deposit agreement, the depositary for our ADSs will endeavor to vote such holder’s underlying ordinary
shares in accordance with these instructions. Under our articles of association, the minimum notice period required for convening
a shareholders’ meeting corresponds to the statutory minimum period, which is currently 36 days. When a shareholders’ meeting
is convened, a holder of our ADSs may not receive sufficient notice of a shareholders’ meeting to permit such holder to withdraw
its ordinary shares to allow the holder to cast its vote with respect to any specific matter at the meeting. In addition, the
depositary and its agents may not be able to send voting instructions to a holder of our ADSs or carry out such holder’s voting
instructions in a timely manner. We will make all reasonable efforts to cause the depositary to extend voting rights to a holder of
our ADSs in a timely manner, but such holder may not receive the voting materials in time to ensure that such holder can instruct
the depositary to vote its shares. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any
instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, a holder of our ADSs
may not be able to exercise its right to vote and may lack recourse if the ordinary shares are not voted as requested by such
holder.
The rights of shareholders in companies subject to German corporate law differ in material respects from the
rights of shareholders of corporations incorporated in the United States.
We are a stock corporation (Aktiengesellschaft) incorporated under German law. Our corporate affairs are governed by
our articles of association and by the laws governing stock corporations incorporated in Germany. The rights of shareholders and
the responsibilities of members of our management board and supervisory board may be different from the rights and obligations
of shareholders in companies governed by the laws of U.S. jurisdictions and the management or directors of those corporations.
In the performance of their duties, our management board and
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supervisory board are required by German law to consider the interests of our company, its shareholders, its employees and other
stakeholders. It is possible that some of these parties will have interests that are different from, or in addition to, your interests as
an ADS holder.
German and European insolvency laws are substantially different from U.S. insolvency laws and may offer our
shareholders less protection than they would have under U.S. insolvency laws.
As a company with its registered office in Germany, we are subject to German insolvency laws in the event any
insolvency proceedings are initiated against us including, among other things, Regulation (EU) 2015/848 of the European
Parliament and of the Council of May 20, 2015 on insolvency proceedings. Should courts in another European country determine
that the insolvency laws of that country apply to us in accordance with and subject to such EU regulations, the courts in that
country could have jurisdiction over the insolvency proceedings initiated against us. Insolvency laws in Germany or the relevant
other European country, if any, may offer our shareholders less protection than they would have under U.S. insolvency laws and
make it more difficult for our shareholders to recover the amount they could expect to recover in a liquidation under U.S.
insolvency laws.
We are eligible to be treated as an emerging growth company, as defined in the Securities Act, and we cannot be
certain if the reduced disclosure requirements applicable to emerging growth companies will make our ADSs less
attractive to investors, given that we may rely on these exemptions.
We are eligible to be treated as an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as
modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not “emerging growth companies” including, but not limited to, presenting only
limited selected financial data in this Annual Report and not being required to comply with the auditor attestation requirements of
Section 404 in this Annual Report or subsequent annual reports filed on Form 20-F. As a result, our shareholders may not have
access to certain information that they may deem important. We could be an emerging growth company for up to five years,
although circumstances could cause us to lose that status earlier, including if our total annual gross revenue exceeds $1.07 billion,
if we issue more than $1.00 billion in non-convertible debt securities during any three-year period, or if we are a large accelerated
filer and the market value of our ADSs held by non-affiliates exceeds $700 million as of the end of any second quarter before that
time.
We cannot predict if investors will find our ADSs less attractive if we rely on these exemptions. If some investors find
our ADSs less attractive as a result, there may be a less active trading market for our ADSs and our ADS price may be more
volatile.
As a foreign private issuer, we are not subject to U.S. proxy rules and are subject to Exchange Act reporting
obligations that, to some extent, are more lenient and less frequent than those of a U.S. domestic public company.
As of the date of this Annual Report, we report under the Exchange Act as a non-U.S. company with foreign private
issuer status. Because we qualify as a foreign private issuer under the Exchange Act and although we are subject to German laws
and regulations with regard to such matters and intend to furnish quarterly trading updates and half year interim reports to the
SEC, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies,
including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a
security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their
share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the
rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited financial
and other specified information, although we intend to provide certain quarterly information on Form 6-K. In addition, foreign
private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal year, while U.S.
domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of
each fiscal year and U.S. domestic issuers that are large accelerated filers are required to file their annual report on Form 10-K
within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which is intended to
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prevent issuers from making selective disclosures of material information. As a result of all of the above, holders of our ADSs
may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.
We may lose our foreign private issuer status in the future, which could result in significant additional costs and
expenses.
As discussed above, we are a foreign private issuer, and therefore, we are not required to comply with all of the periodic
disclosure and current reporting requirements of the Exchange Act. The determination of foreign private issuer status is made
annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next
determination will be made with respect to us on June 30, 2020.
In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities
are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to
meet additional requirements necessary to avoid loss of foreign private issuer status. If we lose our foreign private issuer status,
we will be required to file with the SEC periodic reports and registration statements on U.S. domestic issuer forms, which are
more detailed and extensive than the forms available to a foreign private issuer. We will also have to mandatorily comply with
U.S. federal proxy requirements, and our officers, directors and principal shareholders will become subject to the short-swing
profit disclosure and recovery provisions of Section 16 of the Exchange Act. In addition, we will lose our ability to rely upon
exemptions from certain corporate governance requirements under the listing rules of the NYSE. As a U.S. listed public company
that is not a foreign private issuer, we would incur significant additional legal, accounting and other expenses that we would not
incur as a foreign private issuer. These expenses would relate to, among other things, the obligation to present our financial
information in accordance with U.S. GAAP in the future. Additionally, a loss of our foreign private issuer status would divert our
management’s attention from other business concerns, which could have a material adverse effect on our business, financial
condition, results of operations and prospects.
As we are a foreign private issuer and intend to follow certain home country corporate governance practices,
holders of our ADSs may not have the same protections afforded to shareholders of companies that are subject to
all NYSE corporate governance requirements.
As a foreign private issuer, we have the option to follow certain home country corporate governance practices rather
than those of the NYSE, provided that we disclose the requirements we are not following and describe the home country practices
we are following. The standards applicable to us are considerably different than the standards applied to domestic U.S. issuers.
For instance, we are not required to:
● have a majority of the board be independent (although all of the members of the audit committee must be independent
under the Exchange Act);
● have a compensation committee or a nominating or corporate governance committee consisting entirely of independent
directors;
● have regularly scheduled executive sessions with only independent directors; or
● adopt and disclose a code of ethics for directors, officers and employees.
We have relied on and intend to continue to rely on some of these exemptions. As a result, holders of our ADSs may not
have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.
The interpretation of the treatment of ADSs by the German tax authorities is subject to change.
The specific treatment of ADSs under German tax law is based on administrative provisions by the fiscal authorities,
which are not codified law and are subject to change. Tax authorities may modify their interpretation and the
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current treatment of ADSs may change, as the circular issued by the German Federal Ministry of Finance (BMF-Schreiben),
dated November 8, 2017, reference number IV C 1 – S 1980-1/16/10010 :010 (as amended), shows. According to this circular,
ADSs are not treated as capital participation (Kapitalbeteiligung) within the meaning of Section 2 para. 8 of the Investment Tax
Code (Investmentsteuergesetz). Such changes in the interpretation by the fiscal authorities may have adverse effects on the
taxation of investors.
We may become a passive foreign investment company (“PFIC”), which could result in adverse United States
federal income tax consequences to United States investors.
We believe we were not a PFIC in the prior taxable year and do not expect to become a PFIC in the current taxable year
or the foreseeable future. However, the determination of whether or not we are a PFIC is made on an annual basis and will
depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for United
States federal income tax purposes if either: (1) 75% or more of our gross income in a taxable year is passive income, or (2) the
average percentage of our assets by value in a taxable year which produce or are held for the production of passive income
(which includes cash) is at least 50%. It is therefore possible that we could become a PFIC in a future taxable year. In addition,
our current expectation regarding our PFIC status is based in part upon the value of our goodwill which is based on the market
value for our shares and ADSs, and in part on the rate at which our cash and cash equivalents are spent. Accordingly, we could
become a PFIC in the future if there is a substantial decline in the value of our shares and ADSs or we spend our cash or cash
equivalents at a slower rate than expected.
If we are or were to become a PFIC, such characterization could result in adverse United States federal income tax
consequences to a holder of our ADSs if such holder is a United States investor. For example, if we are a PFIC, our United States
investors will become subject to increased tax liabilities under United States federal income tax laws and regulations and will
become subject to burdensome reporting requirements. We cannot assure that we will not be a PFIC for our current taxable year
or any future taxable year.
Item 4. Information on the Company
A. History and Development of the Company
Corporate History and Recent Transactions
We were incorporated on June 26, 2012 as a limited liability company (Gesellschaft mit beschränkter Haftung) under
German law. On December 17 and 18, 2018, our shareholders resolved upon the change of our legal form into a German stock
corporation (Aktiengesellschaft) and the change of our company name to Jumia Technologies AG. The change of our legal form
and company name became effective upon registration with the commercial register (Handelsregister) of the local court
(Amtsgericht) in Berlin, Germany, on January 31, 2019. The legal effect of the conversion on Africa Internet Holding GmbH
under German law is limited to the change in the legal form. Africa Internet Holding GmbH was neither dissolved nor wound up,
but continues its existence as the same legal entity with a new legal form and name. Our agent for service of process in the United
States is Puglisi & Associates, 850 Library Avenue, Suite 204, Newark, Delaware 19711.
On December 18, 2018, our then-existing shareholders entered into an investment agreement with a new investor,
Pernod Ricard Deutschland GmbH, pursuant to which the new investor agreed to provide additional capital in the aggregate
amount of €75 million against issuance of ordinary shares based on an agreed pre-money valuation of €1.4 billion. As a result, we
issued 7,105 shares (corresponding to 5,087,180 shares following the capital increase from own resources resolved upon on
February 15, 2019) to such new investor, which corresponded to 5.08% of the shares in the Company as of January 3, 2019.
On April 12, 2019, our ADSs, each representing two of our ordinary shares, commenced trading on the New York Stock
Exchange under the symbol “JMIA.” Concurrently with our initial public offering, Mastercard purchased from us €50.0 million
of our ordinary shares in a private placement. We received approximately US$280.2 million in net proceeds from our initial
public offering and corresponding private placement with Mastercard and issuance of shares to existing shareholders, after
deducting underwriting commissions and discounts and the offering expenses payable by us.
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In late 2019, we decided to exit three geographies, Cameroon, Rwanda and Tanzania with a view to allocating our
resources to the geographies that we currently believe present the best opportunities to support our long-term growth and path to
profitability. We intend to continue to invest across our 11 geographies of operation, which collectively represent more than 600
million people and approximately 70% of Africa’s internet users and GDP. We also entered into a distribution and commercial
agreement in relation to Jumia Travel’s flight and hotel booking portals. The exited countries and the travel assets collectively
accounted for less than 10% of our GMV, gross profit and operating loss for the full year 2019.
In December 2020, we completed an equity offering. We received approximately USD 231.4 million (€194.3 million) in
net proceeds from our equity offering, after deducting underwriting commissions and discounts and the offering expenses,
payable by us.
On March 11, 2021, our shareholders resolved to replenish our authorized capital, to renew our contingent capital and to
renew our authorization to rely on the simplified exclusion of subscription rights in connection with the issuance of shares and/or
equity-linked instruments in the future.
Sales Practices Review
We received information in early 2019 alleging that some of our independent sales consultants, members of our JForce
program in Nigeria, may have engaged in improper sales practices. Through an internal review of our sales practices covering all
of our countries of operation and data from January 1, 2017 to June 30, 2019, we identified several JForce agents and sellers who
collaborated with employees in order to benefit from differences between commissions charged to sellers and higher
commissions paid to JForce agents. In mid-2019 and late 2019, we identified instances where improper orders were placed,
including through the JForce program, and subsequently cancelled. These transactions had virtually no impact on our financial
statements. In aggregate, the improper orders identified generated less than 3% of our GMV in 2018, concentrated in the fourth
quarter, and less than 2% of our GMV in 2019.
Corporate Information
We are registered with the commercial register (Handelsregister) of the local court (Amtsgericht) in Berlin, Germany,
under number HRB 203542 B. Our principal executive offices are located at Skalitzer Straße 104, 10997 Berlin, Federal Republic
of Germany (“Germany”). Our telephone number is +49 (30) 398 20 34 51. Our website address is https://group.jumia.com. The
information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report,
and you should not consider any information contained on, or that can be accessed through, our website as part of this Annual
Report or in deciding whether to purchase our ADSs.
B. Business Overview
Our Mission
Our mission is to improve the quality of everyday life in Africa by leveraging technology to deliver innovative,
convenient and affordable online services to consumers, while helping businesses grow as they use our platform to reach and
serve consumers.
Overview
We are the leading pan-African e-commerce platform. Our platform consists of our marketplace, which connects sellers
with consumers, our logistics service, which enables the shipment and delivery of packages from sellers to consumers, and our
payment service, JumiaPay, which, together with its network of licensed payment service providers and other partners, facilitates
transactions among participants active on our platform in selected markets.
We are active in three regions in Africa, which consist of 11 countries that together accounted for more than 70% of
Africa’s GDP of €2.3 trillion in 2020, according to estimates by the International Monetary Fund. Though still nascent, we
believe that e-commerce in Africa is well positioned to grow.
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We intend to benefit from the expected growth of e-commerce in Africa through the investments that we have made and
the extensive local expertise that we have developed since our founding in 2012. Through our operations, we have developed a
deep understanding of the economic, technical, geographic and cultural complexities that are unique to Africa, and which vary
from country to country. We believe that our deep understanding has enabled us to create solutions that address the needs and
preferences of our sellers and consumers in the most comprehensive and efficient way. We possess extensive local knowledge of
the logistics and payment landscapes in the markets in which we operate, which we consider to be a key component of the
success of our company. In addition, we take full advantage of the mobile-centric aspects of the African market, having adopted a
“mobile-first” approach in our product development and marketing efforts, which allows us to expand the audience for our goods
and services, increase engagement and conversion and reduce our consumer acquisition costs.
On our marketplace, a large and diverse group of sellers offer goods across a wide range of categories, such as fashion
and apparel, beauty and personal care, home and living, fast moving consumer goods, smartphones and other electronics. We also
provide consumers with easy access to a range of on-demand services via our Jumia Food platform, including delivery, from
restaurants, grocery shops and convenience outlets. On our JumiaPay app, we offer a number of digital lifestyle services
including utility bills payment, airtime recharge, gaming and entertainment, transport ticketing as well as financial services such
as micro-loans or savings products. We had 6.8 million Annual Active Consumers as of December 31, 2020. We believe that the
number and quality of sellers on our marketplace, and the breadth of their respective offerings, attract more consumers to our
platform, increasing traffic and orders, which in turn attracts even more sellers to Jumia, creating powerful network effects. Our
marketplace operates with limited inventory risk, as the goods sold via our marketplace are predominantly sold by third-party
sellers, meaning the cost and risk of inventory remains with the seller. In 2020, more than 90% of the items sold on our
marketplace were offered by third-party sellers. To a limited extent, we sell items directly in order to enhance consumer
experience in key categories and regions.
Our logistics service, Jumia Logistics, facilitates the delivery of goods in a convenient and reliable way. It consists of a
large network of leased warehouses, pick up stations for consumers and drop-off locations for sellers and a significant number of
local third-party logistics service providers, whom we integrate and manage through our proprietary technology, data and
processes. In certain cities, where we believe it is beneficial to enhance our logistics service, we also operate our own last-mile
fleet.
Traditionally, consumers across Africa rely on cash to transact. We have designed our payment service, JumiaPay, to
facilitate cashless online transactions between participants on our platform, with the intention of integrating additional financial
services in the future. JumiaPay encompasses a number of functionalities. JumiaPay, with its network of licensed payment
service providers and other partners, provides digital payment processing on our platform allowing for a fast and secure payment
experience at checkout. JumiaPay has also a dedicated payment app, the JumiaPay app, through which we offer consumers a
number of digital lifestyle services from a broad range of third party service providers. Lastly, through Jumia Lending, our sellers
can access financing solutions provided by third-party financial institutions, leveraging data from the sellers’ transactional
activity on our platform for credit scoring purposes. We intend to continue expanding the range of payment and financial services
offered to both consumers and sellers as part of the Jumia ecosystem. As of December 31, 2020, one or more JumiaPay services
were available in eight markets: Nigeria, Egypt, Morocco, Ivory Coast, Ghana, Kenya, Tunisia and Uganda. JumiaPay
Transactions and Total Payment Volume (“TPV”) have both increased substantially since its launch. The number of JumiaPay
Transactions reached 9.6 million in 2020 compared to 7.6 million in 2019. TPV reached €196.4 million in 2020, up 58%
compared to 2019.
Our operations benefit from centralized decision-making and a uniform technology platform coupled with coordinated
local presence. Our unified, scalable technology platform has been developed by our technology and data team, which is
predominantly located in Portugal. This technology platform covers all relevant aspects of our operations, from data
management, business intelligence, traffic optimization and consumer engagement to infrastructure, logistics and payments. We
constantly collect and analyze data to help us optimize our operations, make our consumer experience more personal and
relevant, and enable us, selected sellers and logistics partners to make informed real-time decisions. Our local teams in each of
our countries of operations have access to, and may benefit from, the centralized data collection and analytics and are empowered
to use the insights gained from our platform in order to take action locally.
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While usage of our platform has grown substantially in the past, we consider usage as a part of a broader equation where
we seek to balance usage growth, platform monetization and cost efficiency. We manage this equation on a dynamic basis. In
2020, we focused on rebalancing our business mix, enhancing cost efficiency and making progress towards breakeven. Annual
Active Consumers increased to 6.8 million Annual Active Consumers as of December 31, 2020, up from 6.1 million Annual
Active Consumers as of December 31, 2019. Our Orders increased from 26.5 million in 2019 to 27.9 million in 2020. Adjusted
for perimeter changes and improper sales practices, our gross merchandise value (“GMV”) decreased from €1,030.9 million in
2019 to €836.5 million in 2020. Our gross profit continued to increase, reaching €92.8 million in 2020, up from €75.9 million in
2019. The rebalancing of our business mix together with structural improvements to enhance cost efficiency resulted in a
significant improvement of our unit economics. The increase in gross profit and improvement in unit economics resulted in a
significant decrease in our operating loss for the period from a loss of €227.9 million in 2019 to a loss of €149.2 million in 2020.
Our Market Opportunity
Comprised of 54 countries and with a total population of over 1.3 billion people, Africa is the second-largest continent
in the world by land mass and population. According to the IMF and Internet World Stats, in 2020, the 11 countries in which we
operate counted 624 million people and accounted for approximately 72% of Africa’s GDP and 69% of Africa’s internet users.
The African e-commerce landscape is characterized by favorable macroeconomic and demographic conditions,
including strong expected real GDP growth, a young population and an expected rapid increase in mobile internet penetration.
Attractive Fundamentals
Africa represents a large and growing consumer market that is positioned for growth, driven by the following key
macroeconomic facts and trends:
● Economic development: According to the African Development Bank, aggregate private consumption in Africa grew at
an average of 3.7% per annum from 2010 to 2016, and according to McKinsey Global Institute in 2015, spending by
consumers and businesses totaled $4 trillion, with business spending alone totaling $2.6 trillion in 2015. In 2010, 355
million people, or 34% of the population, were considered “middle class” according to the African Development Bank.
By 2060 that number is expected to grow to 1.1 billion people or 42% of the population, representing an average annual
growth of approximately 15 million people, according to the same source.
● Infrastructure investments: Investments in infrastructure, which totaled over $62.5 billion in 2016, are key to this
growth and led by both strong domestic and foreign direct investment, according to the African Development Bank.
● Large, fast-growing and young population: As of 2020, Africa comprised approximately 17% of the world’s
population, according to the IMF report from 2020. According to the United Nations World Population Prospects
Report from 2019, the population of sub-Saharan Africa is projected to double by 2050 and the populations of Northern
Africa and Western Africa are expected to grow by 46% by 2050. The United Nations also projects that Nigeria will
become the third most populated country in the world by 2050, after India and China. The average age across the
African continent was 19.7 years in 2019, more than ten years younger than the global average of 30.9 in 2019,
according to the United Nations. We believe that this younger generation, born into an “online” world is increasingly
seeking access to a wider choice of food, consumer goods and entertainment options as it becomes increasingly
connected to, and aware of, global consumer trends.
● Increasing urbanization: Urban centers play a critical role in driving economic growth. As of 2020, it is estimated that
only 43% of Africans lived in urban centers, compared to 82% in North America and 51% in Asia, according to a report
from Statista. However, 60% of Africans are expected to be living in urban areas by
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2050, indicating an organic and migration-driven growth of over 920 million people to urban centers during that period,
according to a 2019 report from the United Nations.
Increasing Internet Penetration
Africa is rapidly becoming a “connected” market, representing a large opportunity for internet-based businesses. Africa
had an estimated 527 million internet users across the continent, 69% of whom lived in the regions in which we operate, as of
September 2020 according to Internet World Stats, a site of the Miniwatts Marketing Group. Some of the key factors driving this
evolution are:
● Investments in mobile network infrastructure: Africa has emerged as a “mobile-first” market, in which many
consumers access the internet for the first time using a mobile device. Investment in global information and
communications technology infrastructure in Africa totaled over $1.6 billion in 2016, and telecommunication operators
across the continent are committed to making additional significant investments in cellular network infrastructure in
order to meet rising demand.
● Growing mobile internet penetration: Mobile broadband penetration in Africa, which was 57%, or 763 million
subscribers in 2020, is expected to increase to 77% by 2025, according to the market research firm Ovum. This increase
represents approximately 400 million new subscribers, bringing the total number of Africans with 3G or 4G connections
to over 1.1 billion, according to the same source.
● Increasing smartphone adoption: While feature phones are still the most popular phones in Africa, smartphone
penetration as a percentage of the total mobile connections is growing, amounting to 46% in 2020, and is expected by
Ovum to increase to 67% by 2025. The growth in smartphone adoption is driven by decreasing average selling prices
and the availability of lower cost data plans, according to the Alliance for Affordable Internet and IDC, respectively.
We believe that smartphones, with larger screens, more intuitive user interfaces and wider availability of apps are a
strong driver of mobile e-commerce adoption.
Evolving Shopping Trends from Offline to Online
As Africa becomes more affluent and “connected,” we believe that African consumers will increasingly become aware
of online shopping. Moreover, organized retail is underdeveloped across most of the continent, making the distribution of goods
less efficient than in other regions in the world. Against this backdrop, we believe that e-commerce is an attractive alternative to
the general lack of organized retail outlets. We believe that the expansion and success of e-commerce solutions across Africa will
be driven by the following factors:
● Increasing consumer awareness and trust: As e-commerce and the internet are both relatively new to Africa, educating
African consumers about the benefits of online shopping (including for “non-standard” items such as apparel) will be a
key factor driving consumer adoption.
● Availability and quality of logistics infrastructure: Outside of certain major cities, many Africans live in areas that lack
clear addresses, including in rural areas that are often far from the nearest warehouse or distribution center. As
infrastructure continues to improve across Africa and urbanization rates increase, we expect increasing availability of
reliable, high-quality and cost effective delivery solutions to contribute to the rise of e-commerce in Africa.
● Consumer adoption of mobile and digital payments: Electronic payments in the form of mobile phone-based solutions,
credit, debit or prepaid card or other similar methods are already an important form of payment in Africa. In fact, Africa
is the leading continent in terms of mobile money technology adoption. According to data from GSMA, Africa was
home to 481 million mobile money accounts in 2019, 46% of mobile money accounts globally. Mobile payment allows
consumers to participate in the formal economy while enabling electronic payment of e-commerce orders, driving
higher delivery success rate vs. cash on delivery transactions, thus increasing the overall efficiency of e-commerce.
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Our Value Proposition
Our Value Proposition to Sellers
● Access to a large and growing consumer base: We believe that our brand has become synonymous with online and
mobile shopping in our markets, and we have built a logistics service that provides sellers with access to consumers
across a wide delivery footprint. As a result, through our platform, local sellers can efficiently reach consumers across a
particular country, and international sellers can efficiently reach a large number of consumers across most major
markets in Africa. In 2020, we connected sellers with 6.8 million Annual Active Consumers.
● Unique data: We offer our sellers data and analytic services, helping them to more effectively tailor and customize their
offerings and marketing efforts. For example, we are able to inform sellers which products have the best conversion
rates and at which price points, positioning them to adjust their assortment, price points and marketing campaigns to
enhance their performance. This data may also help sellers improve their inventory management processes from
forecasting to buying to end-of-life promotions, leading to increased business and capital efficiency.
● Brand building & advertising: We offer our sellers and third-party advisers access to millions of users across 11
African countries with the ability to target audiences in a very granular manner. Leveraging extensive user signals data
and the multiple touch points we have with consumers, we offer sellers and advertisers a comprehensive range of ad
solutions including sponsored product ads, sponsored display banners, CRM ad products and many more. Many sellers
have successfully built their brand awareness and run successful advertising campaigns on our marketplace, embracing
our platform as a way to distinguish their own brand identities and build brand awareness.
● Infrastructure & business support: Sellers rely on our platform for a range of essential support services to operate their
businesses, such as content creation facilities and web-based and mobile interfaces to manage listings, orders or
promotional campaigns.
● Financial services: In selected markets, our sellers have access to attractive financing solutions offered by various
third-party financial institutions. This enables our sellers to find the necessary financing to expand their businesses.
Our Value Proposition to Consumers
● Integrated ecosystem: We have built an integrated consumer ecosystem around our marketplace, which allows us to
offer consumers a broad selection of goods and services that are relevant for their everyday needs. Besides the ability to
purchase a wide range of goods from our marketplace, consumers can order food delivery from our partner restaurants,
pay their utility bills or recharge their mobile plans. This provides a higher level of convenience to consumers compared
to the traditional, fragmented nature of African commerce.
● Selection, price and convenience: With a total of approximately 110 thousand sellers active on our platform in 2020,
and over 57 million product listings on our marketplace as of December 31, 2020, consumers have access to goods from
a wide range of categories, such as fashion and apparel, smartphones, home and living, fast-moving consumer goods,
beauty and perfumes and other electronics. Our marketplace includes high volume items as well as more niche, tailored
and personalized goods, which we refer to as “long-tail” goods. These long-tail goods offer consumers greater selection
and help us increase consumer loyalty. The large number of sellers on our marketplace, and the pricing transparency
that is inherent to our platform, lead to competition among our sellers and attractive prices for our consumers. Our
consumers can access goods and services on our platform 24-hours a day, 7-days a week through our mobile
applications and websites.
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● Product quality and consumer protection: In order to provide a quality experience, we have implemented standards
that encourage our sellers to make quality their priority. Many of our sellers offer consumer protection programs, such
as guaranteed returns and product warranties. We have established a data-driven seller scoring program that rewards
sellers who consistently offer high-quality goods and are responsive to consumer needs, and we have a policy to delist
sellers who violate our defined standards and rules. Our approach provides strong incentives for sellers to improve their
operations.
● Secure and convenient payments: Given that many consumers in Africa are new to e-commerce, reliability and security
are critical in convincing consumers to make purchases online. We have developed tools and processes to enable
consumers who prefer not to use cashless payment to pay in cash on delivery for most transactions. We have also
developed our own payment solution, JumiaPay, in order to offer our consumers a safe, fast and easy payment solution,
whether they shop using a desktop computer or a mobile device. As of December 31, 2020, one or more JumiaPay
services were available in eight markets: Nigeria, Egypt, Morocco, Ivory Coast, Ghana, Kenya, Tunisia and Uganda.
● Reliable and timely delivery: We have developed an integrated logistics service, Jumia Logistics, enabling us to fulfill
and deliver orders even outside main urban centers in a timely and reliable manner. Through Jumia Express, we seek to
provide consumers with a superior experience, as we store goods in our warehouses, seek to ensure full availability of
all Jumia Express labeled goods and handle the packaging and delivery process, thus providing consumers with even
faster delivery and more reliable fulfillment. Real-time information on delivery status makes the delivery process
transparent for consumers.
Our Strengths
We believe that the following competitive strengths have contributed to our success and position us well for future
growth.
Strengths Related to Our Competitive Position
Pan-African leader. We believe that we are the only e-commerce business successfully operating across multiple
regions in Africa. Our reach and capabilities position us as the preferred partner in Africa for sellers, from individuals to large
global brands, and as the preferred digital shopping destination for consumers. On our platform, we had a total of 6.8 million
Annual Active Consumers as of December 31, 2020.
Deep local expertise. Africa has unique economic, technical, geographic and cultural complexities that must be
overcome to build a successful business. We operate exclusively in Africa and have invested significant resources to innovate and
tailor our platform to reflect local market characteristics since our founding in 2012. Through our operations, we have developed
a deep understanding of the needs and preferences of our sellers and consumers, which has enabled us to develop solutions that
address those needs in the most comprehensive and efficient way. We possess extensive local knowledge of the logistics and
payment landscapes in the markets in which we operate. Our ability to manage the key complexities in Africa is an advantage
relative to potential international entrants, who may lack our on-the-ground capabilities and local seller and consumer insights.
We are also well positioned against local competitors within individual markets, who may struggle to expand their reach across
multiple markets or build the capabilities necessary to support their operations at scale.
Trusted brand. Trust is critical in Africa, where people traditionally rely on face-to-face interaction to transact business.
We believe that our targeted marketing efforts and consistent focus on delivering a high-quality seller and consumer experience
have helped us to build a strong reputation and create a leading brand that consumers and sellers recognize and trust. Our brand is
well known by consumers and sellers and is among the most recognizable in our regions of operation. For example, based on our
calculations aggregating the data from aided brand awareness studies we commissioned in four of our largest markets (Nigeria,
Morocco, Ivory Coast and Kenya) in February 2019, of the respondents who are online shoppers and who know Jumia, 78%
purchased through our site in the 12 months preceding the survey, 88% of these 78% made repeat purchases during the same time
frame and 89% would recommend Jumia to a friend.
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Integrated ecosystem driving consumer engagement. We have built an integrated consumer ecosystem around our
marketplace, which allows us to maximize the lifetime value of our consumers by offering a broad selection of goods and
services that address their everyday needs. Besides the ability to purchase a wide range of goods, such as apparel or electronics,
on our marketplace, consumers can order food delivery from our partner restaurants, pay their utility bills, recharge their mobile
plans and find a new job or sell an old car on one of our classifieds portals. This integrated ecosystem approach, combined with
delivering all our goods and services under our recognized brands, allows us to have multiple touch points with our consumers,
which leads to increased consumer engagement and time spent on our platform and higher consumer acquisition and engagement
efficiency.
Leading seller platform that fuels powerful network effects. From large international brands to smaller local sellers, we
are the go-to partner for e-commerce transactions in Africa. We offer sellers a wide variety of services, including integration to
our platform and training on e-commerce, content production, pricing, sales and marketing services, payments, logistics and
seller support. These services help our sellers’ market, sell and deliver goods to consumers across Africa. In addition, we enable
certain international sellers from selected non-African countries to list their goods on our marketplace, providing them with
efficient and scalable access to African markets. The number and quality of sellers on our platform, including an increasing
number of international sellers, and the breadth of their product offerings attract more consumers, increasing traffic and orders,
which in turn attracts even more sellers to our marketplace.
Powerful data insights. Our advanced technology platform enables us to collect significant amounts of data that in turn
drives our proprietary algorithms, unlocking new capabilities and generating incremental value for our platform. Our data
management system, including powerful data analytics services and machine learning algorithms, helps us run our business more
efficiently and enables our sellers, consumers and partners to maximize the value of our platform. For example, we provide data
to sellers to enable them to better understand demand for their goods, help them optimize their assortment and pricing and target
and acquire a broader base of consumers with similar attributes. For consumers, we use our data to create a better shopping
experience by personalizing as much as possible every step of the experience, from browsing to delivery. We also leverage our
data to help our logistics partners improve their fulfillment and delivery processes.
Strengths Related to Our Business Model
Proven and efficient business model. We operate a marketplace that has by design proven successful in many non-
African markets. Our operations center predominantly around our e-commerce marketplace. We also directly sell goods in
selected categories where we see unmet demand or the need to better control the consumer experience. In response to any sales
we make, third-party sellers often decide to offer the same or similar goods, allowing us to discontinue our own sales of the
relevant product. Accordingly, we typically hold limited inventory.
Scalable, asset-light logistics. We believe that Jumia Logistics is the leading e-commerce fulfillment and express
delivery service in Africa. It seamlessly integrates a significant number of logistics partners across Africa, offering sellers on our
marketplace the benefits of a distributed and scalable logistics service and consumers more rapid access to the goods that they
desire. Jumia Logistics is technology and data-centric and asset-light given that most of the last-mile deliveries are made by our
logistics partners. Jumia Logistics facilitates the delivery of packages generated from transactions on our marketplace, from the
large cities to remote rural villages of Africa. We are deeply engaged with our logistics partners and take an active role in
designing and monitoring processes and tools that allow them to operate their businesses in a more effective way.
Efficient, centralized operational footprint. We centrally manage our operations, allowing for efficient decision making
and planning. Our central functions facilitate organized knowledge and information sharing among our local operations, allowing
us to test different versions of new technology, features and goods simultaneously in different markets and learn very quickly and
efficiently. Our global technology center in Porto, Portugal, provides the centralized, unified technology backbone for our
operations in our three regions.
Proprietary technology infrastructure. We have built a highly reliable and scalable technology infrastructure that can
handle the large transaction volumes generated on our platform, and we continue to invest in technology to
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support the strong growth of our business and the ongoing evolution of our services. We have focused the development of our
technology infrastructure on building a comprehensive platform rather than disconnected products, which we believe support our
ability to handle significant increases in traffic and the number of consumers, sellers and orders throughout the Jumia ecosystem.
“Mobile-first” approach in a mobile-centric market. Smartphone penetration in Africa is expected to increase. We
have adopted a “mobile-first” approach in our product development and marketing efforts. This allows us to expand the audience
for our goods and services, drive up engagement and conversion and reduce our consumer acquisition costs. We believe that we
have developed a deep understanding of the shopping habits of mobile consumers in Africa and deliver the mobile experience to
our consumers through three types of mobile technologies: native applications, progressive web applications and light browsers
(an interface that is compatible with low data consumption browsers). Progressive web applications load like regular web pages
but can offer enhanced functionality such as working offline, push notifications, and device hardware access traditionally
available only to native mobile applications. We expect the importance of a mobile-first approach to increase even further in the
future, as more households use smartphones and tablets as primary devices to access the internet.
Founder-led management team and strong corporate culture. Our founder-led management team is able to draw on
years of experience in the African e-commerce market, which we believe is a key driver of our ability to innovate and disrupt our
markets. Our stable management team has overseen our expansion into new markets and geographies while managing ongoing
strategic initiatives including our significant technology investments. Being led by our original founders also gives us an
outstanding combination of stability and a strong entrepreneurial corporate culture. Our corporate culture is central to our success
and is based on core values shared by everyone at Jumia. We believe that all our employees are leaders, that every challenge has
a solution, that even big organizations need to be innovative and that diversity, meritocracy and team work are paramount to
success. We invest in the career development of our employees, knowing that diversity of perspective, backgrounds and talents
strengthens our business. We recognize the importance of diversity and are committed to increasing diversity within Jumia taking
into account the particular environment in our local markets. As we do not have a majority shareholder, we believe that we have
developed a strong corporate governance model focused on long-term success.
Our Growth Strategy
In determining our strategy, we seek to balance usage growth, platform monetization and cost efficiency. The key
elements of our growth strategy include:
Continue to grow our business and leadership position across our current markets. We intend to leverage our e-
commerce platform to continue expanding our consumer base in each of the markets in which we operate by accelerating the shift
towards online and capturing an increased share of our addressable markets. Favorable trends in our markets, such as a growing
urban population, increase in the access to mobile phones and broadband networks and an increasing proportion of young, tech-
savvy people, as well as growing awareness of the Jumia brand, position us to unlock this potential and to increase the volume of
transactions conducted on our platform.
Drive consumer adoption and usage of our marketplace through increased selection and consumer education. Based
on our knowledge of the African consumer, we believe selection and convenience are critical drivers of consumer adoption and
continuing loyalty in e-commerce. We will continue to focus on selection and convenience to further improve the attractiveness
of our marketplace to consumers. We also believe that the main reason consumers do not purchase goods and services online is
the lack of understanding of how transactions work in practice, e.g., that having a bank card is not a prerequisite for transacting
online, that purchased goods can be returned and that paying a delivery fee can often be more affordable than driving to the
physical store. By delivering a positive online shopping experience and by educating African consumers through targeted
educational marketing campaigns, we intend to increase the number of consumers regularly transacting on our marketplace.
Continue to increase the number of sellers and level of seller engagement while increasing the monetization of our
services. In order to provide our consumers with the best selection and prices, we need to continue attracting more sellers to our
marketplace, assist these sellers in growing their businesses and encourage them to increase their
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assortments and decrease the prices of the goods they sell. To this end, we intend to continue to invest in our seller platform, to
educate sellers on how to best leverage their online presence, to improve the quality and usage of the data and marketing tools
used by sellers, and to expand our seller financing program. As sellers grow their businesses on Jumia, we intend to increase the
adoption of our seller services, such as marketing, data, logistics and other business support services, leading to higher
monetization.
Further develop Jumia Logistics in order to better serve consumers and drive economies of scale. We intend to use
various strategies to increase the reliability of deliveries, shorten delivery times and realize fulfillment costs efficiencies. As we
continue to scale the number of packages processed through Jumia Logistics, we expect to increase the number of logistics
partners and drive further competition amongst them, thereby improving customer experience and reducing shipping costs. We
believe Jumia Logistics is a valuable asset in the context of challenging logistics infrastructure in Africa. In 2020, we have started
opening up Jumia Logistics to third-party businesses, whether they are sellers on our platform or not, allowing them to leverage
the Jumia Logistics platform for their fulfillment needs.
Drive the development of JumiaPay. We plan to increase consumer adoption of our various JumiaPay services by
increasing the frequency of usage and number of use cases, making it available in more markets and leveraging the high level of
trust that our consumers have in Jumia. We believe that the continuing increase in penetration of digital payments on our platform
will drive operational efficiencies and increase the rate of successful deliveries, supporting monetization and profitability while
enhancing consumer experience and satisfaction. We also aim to use JumiaPay as the cornerstone of a wider financial services
platform that is capable of providing our ecosystem participants with a wide variety of digital and financial services. We have
taken steps to execute this strategy in selected markets via our payment app, JumiaPay. In the future, we intend to expand the
services of JumiaPay beyond the scope of our platform, providing payment processing and financial services to both online and
offline third-party merchants.
Increase cost efficiencies. We intend to grow usage of our platform and to further develop JumiaPay in a cost effective,
cash disciplined manner. Increasing volumes and scale allow us to generate fulfillment expense efficiencies while driving
operating leverage on our fixed costs. We intend to further drive the business towards breakeven and have made significant
progress in 2020 on our path to profitability.
Build for the long term. Our current focus is on maintaining a leading position across existing product categories,
services and markets while continuing to scale our business in order to improve our margins and reach profitability. However, we
believe that the platform we have built allows us to pursue attractive opportunities in areas adjacent to our current business, such
as expansion to new product categories and services and, in the long term, adjacent geographies.
Our Geographic Footprint
We believe that we are the only e-commerce business successfully operating across multiple regions in Africa. We
group our operations in three regions. These three African regions are:
● West Africa, which includes Ghana, Ivory Coast, Nigeria and Senegal;
● North Africa, which includes Algeria, Egypt, Morocco and Tunisia; and
● East and South Africa, which includes Kenya, South Africa and Uganda.
Our footprint allows us to reach 48% of Africa’s 1.3 billion population and 69% of the 527 million internet users on the
African continent. Countries in our footprint account for 72% of Africa’s €2 trillion gross domestic product.
Our reach and capabilities position us as the preferred partner in Africa for sellers, from individuals to large global
brands, and as the preferred shopping destination for consumers. In terms of GMV, in 2020, West Africa was our most important
region followed by North Africa.
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While our offerings in these regions are largely similar, we adapt our operations to local demand and market
characteristics since competition, logistics and payment landscapes as well as seller and consumer preferences vary from region
to region. We operate under the brand “Jumia” in most of our markets, except for South Africa, where we operate under the brand
“Zando.”
Our Platform
We believe that our integrated platform, consisting of Jumia Marketplace, Jumia Logistics and JumiaPay, helps sellers
and consumers to easily connect and transact with each other.
We have developed our platform based on a centralized approach that allows for strong localized execution. We operate
on the basis of standardized principles, software and processes, in particular with respect to our strategy, brand, overall marketing
strategy and our technology platform. This allows us to realize synergies and increase efficiency for elements that are best
handled centrally as well as to share our knowledge and best practices gained with our local teams in the markets in which we
operate.
Jumia Marketplace
Our marketplace allows consumers to discover, research and buy goods and services and allows sellers to establish their
own online presence and efficiently manage their online operations. Our sellers are comprised of key accounts, local sellers and
international sellers. Key accounts are typically local official distributors of one or several international or large local brands,
local large manufacturers or assemblers of goods or medium to large local retailers. Local sellers are usually professional traders,
shop owners or small manufacturers or individuals, which accounted for the vast majority of our sellers in 2020. A small
percentage of our sellers are international sellers based outside of Africa. These sellers are generally experienced in conducting
cross-border business and are familiar with the processes of e-commerce.
On our marketplace, sellers offer goods from a wide range of categories, such as fashion and apparel, smartphones,
home and living items, fast-moving consumer goods, beauty and perfumes and other electronic items. We also offer consumers
easy access to a number of services, such as restaurant food delivery, hotel and flight booking, classified advertisements, airtime
recharge and instant delivery services.
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The following chart shows the share of items sold by category in 2020:
Source: Company information
(1) Includes services offered via the JumiaPay app
(2) Fast-moving consumer goods
In 2020, we had over 1 billion visits. We believe that our marketplace is a starting point for many consumers to
discover, research and buy goods and services.
Goods
We believe that our marketplace has the most extensive and relevant online collection of goods in Africa. In 2020, more
than 90% of items sold on our platform were offered by third-party sellers (i.e., third-party sales). However, we also occasionally
act as a seller ourselves by offering goods in selected categories (i.e., first-party sales) where we see unmet demand or the need to
better control the consumer experience. While the vast majority of our sellers are located in the country in which the relevant
transaction takes place, we allow sellers from selected non-African countries such as China to list their goods on our marketplace,
providing them with easy access to African markets and valuable data and insights concerning commerce in Africa. Such sellers
often offer goods that are not readily available in Africa or have better prices, which improves our attractiveness to African
consumers.
We drive consumer engagement by focusing on a product selection along three dimensions: anchor brands (e.g., iconic,
sought after brands), bestsellers (e.g., fastest moving goods in the market) and “long-tail” goods (e.g., wide selection of goods not
often sought, but that address specific consumer needs). We believe that our offering appeals to consumers, who value ease-of-
use, a large product selection and competitive prices.
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Most of our sellers are required, either by local regulations or by our operating standards, to allow consumers to return
goods within a certain number of days, providing our consumers with the certainty that they will only keep those goods they
actually want to keep. The ability to easily return undesired goods is a fundamental pillar of our value proposition to consumers,
and we believe that it helps us to increase consumer trust and loyalty.
We seek to minimize returns and the costs associated with our return policy, in particular by improving the presentation
of goods and the information available on goods on our marketplace, offering consumer service through our hotline and other
messaging services, seller education and maintaining and improving our strict quality control. Based on our experience, the vast
majority of goods returned to us have not been opened or used and may be resold through the original channel at full price.
Services
In addition to physical goods, we offer consumers a number of services through our platform, providing them with
different entry points into our ecosystem while supporting consumer lifetime value. When we introduce a new service offering,
we typically launch the offering in a specific city or country and then expand its geographic reach over time.
Food delivery: Since 2012, we have enabled food ordering and delivery in most of our markets. We provide restaurants
with a sophisticated instant delivery network and data-driven insights. For our consumers, we provide access to a large range of
local and international restaurants and dishes, from international chains to local restaurants. We have developed an easy-to-use
and attractive interface and a proprietary geo-location mapping and rider tracking functionality, which has made delivery quick,
transparent and convenient for consumers. As of December 2020, a large number of restaurants we partner with prefer to use our
logistics service to deliver food, benefitting from advanced tools, significant scale, and rider training to achieve a high level of
consumer experience and cost efficiency. Today, we have partnerships with many local popular restaurants, including
international chains.
On demand delivery services: Leveraging our logistics infrastructure and a growing demand from our consumers for “on
demand instant delivery,” we launched a number of instant delivery services such as groceries, alcoholic beverages and a range of
other convenience goods. We operate these services using identical tools to our food delivery service and provide third-party
sellers with opportunities to connect and transact with consumers. We currently offer our instant delivery services in eight
countries, and we intend to expand our instant delivery service to all ten countries in which we offer food delivery.
Airtime recharge, bills payment and other digital goods: Consumers can easily top up credits for their prepaid phone
numbers from most major mobile service providers using their JumiaPay payment app. They can also pay their bills for various
entities (including utility providers, such as gas, water, electricity, television subscriptions and school tuition payments). We are
also offering more and more digital goods, such as coupons (local deals), vouchers (gaming, playstores: iTunes, Google Play) and
tickets (e.g. events). We established our JumiaPay app in Nigeria in 2017, in Egypt in 2018 and in Kenya, Ghana and Morocco in
2019 and in Ivory Coast, Tunisia and Uganda in 2020.
Classifieds: Our classified portals allow consumers to look for jobs, real estate, vehicles and other items to buy. Sellers
include recruiters, real estate professionals, car dealers, individuals who sell used goods and a large number of small businesses
that prefer to have direct on-site interaction with buyers, which facilitates price negotiation and cash payment, over online sales.
Our classifieds portals were online in more than 40 African countries as of December 2019. We do not seek to monetize this
service, but rather generate further user engagement. As we consider our classifieds portals as ancillary to our core business, we
adjust the countries of operation from time to time. For example, in March 2019, we agreed to sell our classifieds portals in
Algeria, Morocco and Tunisia for a cash consideration of €0.2 million.
Jumia Logistics
The logistics landscape in Africa is characterized by a high degree of fragmentation, often with no clear leading player
in a particular country or region, a high degree of variability between regions and players, a general lack of automation of logistic
centers and an overall challenging infrastructure. While some of Africa’s major cities are
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reasonably well-served by third-party logistics vendors, such vendors often do not operate with the standards required to ensure a
good seller and consumer experience in the context of e-commerce. In addition, many Africans live in settings which lack clear
addresses and are often far from the nearest warehouse or distribution center. As a result, logistics and delivery services are not
readily available in such areas or may be prohibitively expensive. Furthermore, many local logistics companies operate without
the technology required to provide consumers with high quality service (e.g., tracking of their order, timely delivery). Finally,
logistics companies may struggle to gain access to financing, making it difficult for them to expand and grow their businesses.
We have built an innovative logistics and delivery infrastructure that we believe is the leading e-commerce fulfillment
and express delivery service in Africa. Our technology and data allow us to integrate our service providers, our own logistics
management solutions and our partner network solutions. We support local entrepreneurs to help them enter into and succeed in
the logistics industry by offering them relevant know-how, data, technology and tools. We have also developed a number of
processes to benchmark the performance of service providers and to promote healthy competition between such service
providers. Our logistics and delivery infrastructure positions us to effect deliveries not just to primary cities, but also to rural
areas. In Jumia’s five largest markets (Nigeria, Egypt, Kenya, Morocco and Ivory Coast), about half of the packages were
delivered to primary cities, with the remaining half being split roughly equally between secondary cities and rural areas in 2020.
Jumia Logistics covers all stages of the fulfillment chain, including warehousing, inbound deliveries, picking and
packing, last-mile and payment, tracking and return handling. Our warehouse infrastructure is based on a standardized model and
software technology, operated and executed on a local level, and specifically tailored to e-commerce needs. It is designed to
increase mid-mile efficiency and reduce lead times in fulfillment processes. As of December 31, 2020, Jumia Logistics platform
consisted of over 300 logistics partners, a proprietary delivery fleet to fulfill express deliveries in select areas, more than 50,000
thousand sqm of warehousing space, more than 100 drop-off stations for sellers and over 1,100 pick-up stations for consumers.
All of our warehouse space is leased from third parties. We control the vast majority of inbound deliveries, whether they are
made by sellers at our drop-off stations, picked-up from seller facilities, or picked and packed orders on behalf of sellers who use
our storage service. Our tracking solution provides full visibility over the package journey. As part of our full-service fulfillment
and express delivery infrastructure, we also control the collection and processing of returned merchandise for our sellers. For
international sellers, we provide additional support concerning the import/export process.
Through our Jumia Express program, we seek to provide our consumers and sellers with a superior experience. Goods
offered under our Jumia Express program are stored in our warehouses, allowing faster delivery to consumers without any
involvement from the sellers. Sellers benefit as they do not need to arrange for storage of goods they offer via our marketplace or
become involved in the fulfillment of individual consumer orders. Finally, Jumia Express helps us improve our economics, as we
charge sellers a premium for this service. In 2020, Jumia Express accounted for more than 36% of the items sold via our
platform.
Our current logistics set-up is the result of significant investments we have made to scale our data and technology tools
across the value chain, including investments in end-to-end process optimization and back-end fulfillment systems. We believe
that our current fulfillment infrastructure positions us well for scaling, in particular due to our standardized model and software
technology. When required, we are able to onboard new logistics partners thanks to our automated systems or expand our current
warehouse set-up by adding floors. Furthermore, our business operations do not have special requirements that would be hard to
meet, which facilitates the opening of additional warehouse facilities. Our current fulfillment set-up generally allows us to keep
our operations asset-light, only requiring minimal capital expenditures with respect to our logistics service.
Jumia Logistics set-up has been designed with a view to opening up our logistics services for third-party needs. In 2020,
we took steps for the launch of our logistics “as-a-service” offering to allow third party businesses, whether they are sellers on the
Jumia marketplace or not, to use the Jumia Logistics platform for their fulfillment needs. In 2020, we conducted a pilot of this
service as part of which we shipped almost half a million packages on behalf of more than 270 clients including large corporates
such as banks, FMCG companies, mobile network operators as well as SMEs from a broad range of industries.
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JumiaPay
The African banking and payment landscape is characterized by a high degree of fragmentation of financial institutions
and service providers, a general lack of infrastructure, low consumer trust and high perceived levels of fraud. Consumers are
often wary of using bank accounts or other banking platforms, as they are afraid that their money may not reach the intended
recipient.
To overcome these challenges, Africa has recently experienced a high degree of innovation in mobile payments and
financial services, including so-called “eWallet” (electronic wallet) services, a technology that allows users to receive, store and
spend money using a mobile phone. Depending on the relevant operator, users can store or link their bank account, credit or debit
card details on such operator’s app or also transfer money to such app. Once the money is deposited in their wallet, they can use
it to pay bills or make purchases immediately. Against this backdrop, we continue to develop an advanced and sophisticated
payment infrastructure which integrates our payment and certain financial services relevant to our sellers and consumers.
In connection with our initial public offering in April 2019, we entered into a private placement agreement with
Mastercard, pursuant to which Mastercard purchased from us €50.0 million of our ordinary shares. In connection with this
agreement, we entered into a commercial agreement with Mastercard Asia/Pacific, an affiliate of Mastercard. This commercial
agreement has a term of ten years and provides Mastercard Asia/Pacific with priority in delivering payment network based
solutions and technologies related to our business. It also positions us to partner with Mastercard on promotional activities, For
example, we rolled-out “Mastercard Tuesdays” on our platform in Kenya, Nigeria and Egypt, during which JumiaPay consumers
who pay using Mastercard enjoy an additional discount. For more information, see Item 6. “Additional Information—C. Material
Contracts—Mastercard Agreements.”
Consumer Payment and Financial Services
Our payment service, JumiaPay, together with its network of licensed payment service providers and other partners,
enables sellers and consumers to transact using a diverse variety of payment methods for transactions conducted on marketplace.
As of December 31, 2020, JumiaPay was available in eight markets: Nigeria, Egypt, Ivory Coast, Ghana, Kenya, Morocco,
Tunisia and Uganda. JumiaPay has been adopted rapidly by consumers. TPV reached €196.4 million in 2020, an increase of
58.0% compared to 2019. The number of JumiaPay Transactions reached 9.6 million in 2020 compared to 7.6 million in 2019,
taking on-platform penetration of digital payment as a percentage of orders to 34.5% in 2020, up from 28.7% in 2019.
To further drive consumer engagement and to benefit from the increasing share of mobile internet penetration, we have
developed our JumiaPay app, which allows consumers to access a broad range of digital services offered by third-party providers
(e.g., airtime recharge or utility payments) as well other Jumia platforms, such as Jumia Food or our physical goods marketplace.
We designed our app to offer an easy and efficient mobile-only user experience, with innovative features to optimize consumer
experience, drive higher conversion and encourage repeat transactions. To use the app, consumers need to create a JumiaPay
account, which they can link to an underlying payment method of their preference, including a credit or debit card, bank account
or third-party e-wallet. The JumiaPay app is currently available in five countries: Nigeria, Egypt, Ghana, Morocco and Kenya.
As of the date of this Annual Report, JumiaPay does not operate as a full-fledged eWallet, i.e., it does not provide the
full functionality of an eWallet. The current version of our eWallet operates as a pass through with a number of different payment
gateways and provides our consumers with cashback and top-ups, which are similar to vouchers and have the primary purpose of
encouraging consumer loyalty. Cashback and top ups cannot be withdrawn or transferred from the eWallet. Instead, they can only
be used as credit toward subsequent purchases on our platform.
We have built our app to collect, store and use data, with the perspective to integrate financial services for consumers.
Through our app as well as the multiple touch points we have with consumers, we are able to track user activity, purchase and
payment behavior, and use this data to improve credit scoring of our consumers, cross- and up-sell our services and personalize
the consumer experience.
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We believe that the growth of JumiaPay has significantly benefited, and will continue to benefit, from our marketplace,
which gives us access to a large potential user base. We intend to continue to add more payment options, digital services and
financial services to enhance the relevance of our payment and fintech proposition to consumers.
Seller Payment and Financial Services
Via Jumia Lending, our sellers have access to financing solutions offered by various credit partners (e.g., microcredit
institutions, banks). Our financial services offering is designed to cater to the needs of our growing seller base as our sellers are
often small businesses with limited to no access to financial institutions but who require financial assistance to grow and expand
their businesses. Our financial services are currently available to sellers in Nigeria, Kenya, Ivory Coast, Egypt, Morocco and
Ghana and we intend to offer such financing services in other markets in the medium-term. We believe that this initiative is very
relevant for our sellers, because it increases their engagement with Jumia and provides them with capital which in turn can help
them to grow. It is also a potential additional revenue source for Jumia in the long-term as it helps us develop a broader range of
financial services for sellers and SMEs.
Financial institutions often face challenges in providing financial services to individuals and/or small and mid-sized
enterprises, in particular due to the lack of credit scoring data. Our unique proprietary data on our sellers enables us to further
develop our credit scoring capabilities and allows our partners to benefit from such data and to improve their scoring, distribution
and collection of loans and to develop and establish other financial services. Currently, upon a seller’s request, we share such
seller’s data with our partners, enabling them to score the credit of the relevant seller. If the scoring provides favorable results,
our partners return a loan offer to such seller. Going forward, we intend to provide the credit scoring data in anonymized form to
potential lenders and display the pre-approved offers directly on the Jumia seller platform. Our scoring data would help to
significantly increase the speed with which a seller may obtain a loan. This is also highly attractive to potential lenders, as we
provide them access to our seller base, which significantly facilitates their distribution efforts. At the same time, we lower
collection risk for our lending partners, as our partners are, under certain conditions, able to collect repayments directly from
seller accounts.
We intend to offer more opportunities to our sellers, who include a large number of relevant high-traffic sellers such as
restaurants and small and large retailers. These sellers are already using our payment service to process the transactions they
conduct on our marketplace. We plan to offer these sellers additional opportunities such as the possibility to act as a physical
over-the-counter agency or accept payments from retail consumers through our payment service. In return, these sellers will be
able to sell goods and online services available on our mobile applications, mobile-optimized websites and traditional websites
(e.g., goods from our marketplace or airtime recharge).
We are in the process of developing our JumiaPay Business platform for sellers which encompasses payment, financial
services and marketing tools. We expect that this initiative will position us to explore the merchant and small and mid-size
enterprise markets starting with the base of sellers active on our platform.
Marketing
We have a coordinated approach to market our offering to sellers and consumers across our geographic footprint.
Seller Recruitment and Engagement
The vast majority of our sellers join our marketplace through a dedicated online portal where they can easily input
information to create their seller page, or store, on our marketplace. We use a variety of channels to advertise the opportunity for
sellers to open a store, including through online advertising and attending conferences and trade shows where traders and local
manufacturers gather. Our objective is to make it easy for sellers to create an online store, while ensuring the quality and the
professionalism of the sellers to execute the required operational activities to conduct their online businesses.
To develop and further drive seller engagement following a seller’s successful registration on our platform, we have
developed a number of tools that allow our sellers to benefit from our self-managed and scalable platform. For
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example, to build their online reputation and brand image, sellers can refer to a “seller score,” which is a data-driven scoring of
the seller’s performance. Our advantage scheme, which is a program designed to drive seller engagement, also creates an extra
incentive for our sellers to increase both topline and operational performance through rewards. Based on certain performance
indicators, such as tenure, seller score, revenue and number of items sold per month, we give our sellers a certain rating, which
allows such sellers to gain more visibility as we integrate this criteria in the algorithm that sorts visible goods. Furthermore, we
have implemented a fully automated operational performance system designed to drive our sellers’ operational performance and
improve consumer experience. Based on seller performance, we set certain limits on order volumes and implement financial
penalties in case of cancellations, product quality or return issues. We also send a scorecard to our sellers each week, providing
our sellers with simple and relevant data and tools to improve their business operations. Finally, our sellers can benefit from our
commercial plan tool, which allows them to participate in and manage certain promotional and commercial events, such as Jumia
Anniversary, through their sellers’ interface to drive their businesses.
Consumer Education and Engagement
We have built a brand that is well known by consumers and among the most recognizable in our regions of operation.
Through our consumer education and engagement efforts, we continuously work on turning our strong brand into relevant traffic.
During February 2019, we commissioned aided brand awareness studies in four of our largest markets (Nigeria,
Morocco, Ivory Coast and Kenya). We aggregated the results from these surveys. The surveys covered 4,784 consumers and
included an approximately equal number of “online shoppers,” (i.e., persons who made an online purchase during the last
12 months prior to the date of the survey), and “non-online shoppers,” (i.e., persons who did not make an online purchase during
the last 12 months prior to the date of the survey). We believe that the consumers surveyed are representative of our core
consumer target segment in terms of gender, location and revenue bracket. The graphic below illustrates some of the key results
of these studies on average:
Sources: Sagaci Research Jumia brand surveys, February 2019
(1) % of online shoppers who know Jumia and bought on Jumia within the last 12months prior to the survey date
(2) % of online shoppers who bought on Jumia within the last 12months prior to the survey date
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Other key results of these surveys include:
● 81% of the respondents know Jumia, based on aided awareness questions. Aided awareness reached 89% for “online
shoppers” and 74% for “non-online shoppers.”
● 62% of “non-online shoppers” who know Jumia would consider trying out Jumia in the next 6-12 months.
● The three main reasons for not buying online for the “non-online shoppers” are that (i) they do not know how to shop
online, (ii) they think online products are not genuine and (iii) they cannot verify the quality of online products.
We believe that educating consumers about the options offered by our platform will translate into relevant traffic to our
mobile applications, mobile-optimized websites and traditional websites.
With a view to increasing e-commerce adoption and growing consumer engagement, we leverage both performance
channels (i.e., marketing channels where we only pay based on measurable results) and non-performance channels in our
marketing activities. Some of our performance marketing channels include:
● Search engine optimization / app store optimization: By analyzing the relevance of key search terms and ensuring that
our mobile applications, mobile-optimized websites and traditional websites are designed to best utilize such relevant
terms, we constantly work to improve our design to ensure that our mobile applications, mobile-optimized websites and
traditional websites are ranked high in organic searches and the maximum relevant traffic is directed to them.
● Search engine marketing: We further selectively rely on search engine marketing that involves the promotion of our
websites by increasing their visibility in search engine results pages, primarily through paid advertising.
● Paid social media: In our use of social media channels, we rely primarily on Facebook. We also use other social media
platforms such as Instagram. Social media channels help us improve our brand recognition and generate additional
word-of-mouth referrals and thereby new consumers.
● Affiliation marketing: We have developed our own tools, for example a dynamic top selling goods banner tool that
changes what is displayed on an affiliate’s site depending on what we want to promote. We are currently developing
further tools such as search tools and a leaderboard with affiliate ranking.
● Consumer relationship management: Our consumer relationship activities (CRM) serve as a free engine for re-
engagement of our visitors and consumers through all type of notifications (e.g., app notifications, web notifications,
SMS, emails).
● Vouchers: We create specific incentives to encourage consumers to try Jumia for the first time, or to re-engage with
consumers who have not been active for a certain period, or to drive certain specific volume to certain categories.
● Offline marketing: In certain markets in which we operate, we have launched our sales program JForce, which consists
of independent sales consultants that earn commissions by selling the goods and services that we offer on our platform
to their personal or professional networks. The profile of our consultants is very diverse, comprising students, young
professionals, and moms as well as small shops and retailers. We are also testing a limited number of “physical stores”
to allow consumers to directly interact with Jumia in person.
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While our marketing efforts primarily focus on performance marketing channels, we also rely on non-performance
channels, including the following:
● Social media influencers: To strategically increase our overall reach and enhance brand perception, we also selectively
work with influencers (e.g., local celebrities, key opinion leaders, niche publishers and content creators) across a large
number of social media channels as well as YouTube.
● YouTube: We further leverage our YouTube channel to run video campaigns to maximize our coverage, especially
during our promotional events. By using videos as a separate marketing channel, we are able to achieve quantifiable
impact over our organic channels, while also using video as a market research tool.
● Offline marketing: We invest in offline marketing and mass media in order to build awareness of our brand and increase
traffic to our platform. For example, we run various TV and radio campaigns and also use billboards to further build
trust and awareness. These channels further help us to address another category of consumers which we may not
necessarily reach through online marketing. In addition, our on-ground presence through agencies and street activation
teams contributes to our offline marketing presence.
As part of our general marketing strategy, we create promotional events that are relevant to consumers. Large
campaigns are typically executed simultaneously in all our major markets. However, start dates may vary by a few days due to
local holidays. For other campaigns, more flexibility exists as to the dates and the commercial intensity of the campaign.
To enhance the return on our marketing investment, we follow a data-driven approach and leverage the large amount of
data collected through our operations. We utilize our data-driven analytics capabilities to link marketing investments with respect
to individual marketing channels and events in our various target markets to the relevant benefits we derive from them (i.e., visits
to our mobile applications, mobile-optimized websites and traditional websites as well as subsequent orders from the respective
consumers) when allocating our marketing budget.
Our Support
Our Seller Support
We have developed strong seller support processes to help our sellers manage their operations, further grow their
businesses and deepen their level of engagement with us. We take the seller experience beyond the traditional “business only”
approach by thinking of, and treating, our sellers as a community. Benefiting from our locally deployed teams with deep
knowledge of regional market characteristics, we offer our sellers fast and localized operational and technological assistance. For
example, our seller support teams provide sellers with personalized assistance and answer questions relating to operations,
category management, inventory management and pricing. In addition, we create dedicated online forums such as our “Vendor
Hub” and our “Online University” through which new sellers can ask questions and obtain answers from other sellers. We have
also developed a tool called “Seller Coach” that provides our sellers with real time and actionable recommendations to enhance
their performance, covering areas such as product pricing, replenishment and inventory management, content score and product
visibility and advertising.
Our Consumer Support
In line with our focus on providing a superior consumer experience, we consider consumer support to be a key element
of our operations. Our dedicated and locally deployed consumer service teams focus on serving consumers on our marketplace
through telephone hotlines, real-time instant messaging and other online inquiry systems. To provide such services, we operate a
consumer service center in each of our markets. In order to ensure a consistent and high quality of consumer service, all of our
consumer service centers operate based on standardized principles, software and processes. By focusing on the high quality of
our consumer service, we seek to ensure that only a comparably small number of consumer complaints result in returns. We
believe that the success of our consumer service operations is evidenced by generally high satisfaction among our consumers.
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Technology and Data
We consider ourselves to be a technology company and believe that we have the most advanced and sophisticated e-
commerce platform in the markets in which we operate. Our platform is operated by more than 300 technology experts, providing
us with significant innovative potential as we continually seek to expand and optimize our technology infrastructure. Our
technology experts are predominantly located in our global technology center in Porto, Portugal. Portugal is well located to serve
Africa in terms of time zones and travel options, is part of the Schengen area, which allows us to recruit talent on a European
level, and provides a favorable cost of living environment. We are in the process of developing a technology center in Cairo,
Egypt, primarily focused on payment and fintech.
Technology and Data Platform
We have created a custom- and purpose-built modular technology and data platform that is highly adapted to our
markets and highly scalable. Our technology and data platform covers all steps along the value chain, from seller recruitment and
support to consumer acquisition and engagement, traffic optimization, payments, logistics, infrastructure and business
intelligence and is built with a service-oriented architecture approach for every component.
The following graphic demonstrates the powerful network effects generated by the interactions of our sellers and
consumers with our platform:
Source: Company information
To meet consumers’ expectations, we have developed our mobile applications, mobile-optimized websites and
traditional websites, which are programmed and updated in-house as a resilient storefront for our product offering, focusing on
reducing downtime while providing a state-of-the-art consumer experience. Backup servers help us ensure the stability and
reliability of our technology backbone. In our technology operations, we rely on a hybrid infrastructure, based on the cloud
computing platform provided by third parties, and a private hosting provider for back-office systems for which services we pay
licensing fees. Cloud computing helps us to efficiently store data and maintain and speed up the availability of our mobile
applications, mobile-optimized websites and traditional websites.
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While we offer a variety of different interfaces (e.g., through our mobile applications, mobile-optimized websites and
traditional websites), our platform is based on our central authentication system, allowing our consumers to access all our
services and platform with one account and password.
As mobile traffic accounted for the majority of our overall platform traffic 2020, our front-end development focuses
primarily on features that improve user experience on mobile devices. We specifically optimize our mobile applications for size,
in order to make them easier for consumers to download or to upgrade. We also invest significant resources in optimizing the
speed of our mobile applications in order to help consumers save time while browsing our mobile applications.
We analyze seller and consumer behavior, and we tailor the design and the content of our mobile applications, mobile-
optimized websites and traditional websites to ensure that they stay relevant to consumers. We prioritize all new developments
and new features based on local insights that we are able to gather with our local teams.
We make significant investments in our innovation and research and development activities. For example, we currently
focus on machine learning and artificial intelligence (e.g., search algorithm, return rate prediction, enhanced programmatic
marketing), hybrid infrastructures and operation system virtualization (e.g., enhanced elasticity and resilience of infrastructure,
cost optimization and waste reduction) as well as micro-services and server-less architecture (e.g., enhanced agility and speed of
development). Those investments typically contribute to improved user experience of our platforms and higher conversion rates.
Payment Services Technology
JumiaPay integrates relevant local and international payment methods to facilitate payments. This is done either with a
direct integration, if the expected transaction volume warrants the effort, or by using aggregators. We generally aim to present a
unified experience to our users, irrespective of the payment method used, and process payment information in a secure
environment based on the Payment Card Industry Data Security Standard (PCI DSS). At the same time, we offer a unified
application programming interface (API) across all payment methods.
We have developed our fraud scoring and risk monitoring processes using what we believe to be industry-leading
software that utilizes algorithms that analyze different criteria. We are also developing a proprietary tool for fraud and risk
monitoring. Every major use case (purchase or login) is covered by real-time scoring, where over 200 factors are considered.
Device fingerprinting is used to track account takeovers and other fraud patterns. Our in-house fraud team employs a number of
rule sets to find an appropriate balance between acceptable risk and a high acceptance rate. New rules can be tested against
historic data to measure the impact before deploying to the production system. Real-time monitoring allows for detection of
coordinated attacks. Our focus on disciplined fraud risk management through our scoring algorithms has allowed us to further
reduce the share of bad debts and credit or debit card chargebacks, while at the same time accelerating our growth.
Security
When expanding and operating our technology platform, we constantly focus on security and reliability. To this end, we
undertake administrative and technical measures to protect our systems and the consumer data that those systems process and
store (e.g., cloud storage, data encryption, VPN network). We have developed policies and procedures designed to manage data
security risks (e.g., disaster recovery systems, penetration and security testing) and implemented various security measures,
including password security, firewalls, automated backup systems and high-quality antivirus software. We also store proprietary
information and business secrets, and we employ third-party service providers that store, process and transmit such information
on our behalf, in particular payment details. We also rely on encryption and authentication technology licensed from third parties
to securely transmit sensitive and confidential information. We take steps such as the use of password policies and firewalls to
protect the security, integrity and confidentiality of sensitive and confidential information that we and our third-party service
providers store, process and transmit.
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Competition
The African retail landscape is characterized by a high degree of fragmentation, which often exhibits no clear leading
player in the markets in which we operate. On a regional or country level, we face competition from both offline and online
companies across our broad offering. The vast majority of consumer expenditures is, however, still taking place offline.
Our offline competitors vary from market to market but typically include traditional brick-and-mortar retailers such as
local or regional retails chains and informal, local stores. Our main online competitors include Souq.com (a company affiliated
with Amazon) and Noon in Egypt, Takealot and Superbalist (all part of the Naspers group) in South Africa, and Konga in
Nigeria. Several global websites, such as Amazon, Asos, or AliExpress (part of Alibaba group), also offer shipping services to
certain African countries for a selection of products. With respect to JumiaPay, we face competition from a fragmented and
growing base of fintech firms such as OPay and PalmPay in Nigeria. With respect to food delivery services, we face competition
from Glovo and UberEats.
Employees and Culture
Our employees are based in 16 countries, and 35% of our employees were female and 65% were male as of December
31, 2020. Our corporate culture is anchored in our entrepreneurial and collegial roots, and our employees are deeply committed to
our success:
We seek to promote the following core values to drive the action of our employees every day:
● We are a group of leaders committed to winning the digital landscape in Africa.
● We achieve impact by thinking faster and executing better than any other business.
● We grow people who build businesses.
We believe that we maintain a good working relationship with our employees, and we have not experienced any
significant labor disputes or any difficulty in recruiting staff for our operations. Our employees are not represented by any
collective bargaining agreement or labor union, other than standard and non-binding personnel representations. Furthermore, we
are committed to establishing and developing our workforce through succession planning, internal development and targeted
external recruiting.
Intellectual Property
Our intellectual property, including copyrights and trademarks, is important to our business. We have registered
trademarks in most relevant jurisdictions for “Jumia” and for “Zando” in South Africa. Our intellectual property portfolio
includes numerous domain names for websites that we use in our business.
We control access to, use and distribution of our intellectual property through confidentiality procedures, non-disclosure
agreements with third parties and our employment and contractor agreements. We rely on contractual provisions with our
partners to protect our proprietary technology, brands and creative assets. We constantly monitor our trademarks in order to
maintain and protect our intellectual property portfolio, including by pursuing any infringements by third parties.
Insurance Coverage
We have taken out a number of group insurance policies that are customary in our industry, such as property and loss of
earnings insurance, business liability insurance, including insurance for product liability, transport insurance and environmental
liability insurance. We believe that our insurance policies contain market-standard exclusions and
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deductibles. We regularly review the adequacy of our insurance coverage and consider the scope of our insurance coverage to be
customary in our industry.
Facilities
Our headquarters are located at Skalitzer Straße 104, 10997 Berlin, Germany. Our lease is on a monthly basis.
As of the date of this Annual Report, we do not own any real estate property. The following table provides an overview
of our material leased real estate property:
Approximate size of
Location effective area Primary use
(in square meters)
Plot 4, Block A, Surulere Industrial road, Ogba Scheme, Ikeja, Lagos, Nigeria 9,566 Warehouse
272/273 the city center ,2nd section, new cairo ,Cairo, Egypt. 2,173 Office
Km13, Douar Lahfafra, Nouaceur, Casablanca 5,724 Warehouse
Godown Space, 202489, Mombasa Road, Nairobi, Kenya 3,277 Warehouse
Zone Industrielle Koumassi, Abidjan, Ivory Coast 9,900 Warehouse
Unit 6, 7, 8, West Building North Precinct, Topaz Boulevard Montagu Park, Cape Town,
South Africa 8,037 Warehouse
Rua Ricardo Severo, No. 3 - 1st, 2nd, 3rd and 4th Floor, 4050‑515 Porto, Portugal 2,720 Office
Office No. 1702, Plot No. 296, One by Omniyat Tower, Business Bay, Dubai UAE 298 Office
Skalitzer Straße 104, 10997 Berlin, Germany 20 Office
Plot 6, Block A, Ogba Industrial Estate, Ogba ,ikeja Lagos, Nigeria 6,782 Warehouse
349 Herbert Macaulay, Yaba Lagos State, Nigeria 1,898 Office
Real estate no. 19, Golf garden street,Mokatam,Cairo, Egypt 3,100 Warehouse
plot No. 85 - Industrial Zone - New Cairo - Cairo 4,895 Warehouse
Kantaria House, 25 Muindi MbinguStreet, Nairobi 1,180 Warehouse
97 Durham Avenue, Salt River, South Africa 1,500 Office
N°123 Dely Ibrahim, Alger, Algerie 2,100 Office
N°25 commune des eucalyptus wilaya d'Alger, Algerie 5,800 Warehouse
Otublohum Street, Ring Road West, Avenor, Accra-Ghana 1,000 Warehouse
Rue de l'Artisanat à Charguia, Tunisia 2,000 Warehouse
Thiaroye Sud, Dakar, Senegal 3,865 Warehouse
Legal Proceedings
From time to time, we may be involved in various claims and legal proceedings relating to claims arising out of our
operations.
As previously disclosed, several putative class action lawsuits were filed in the U.S. District Court for the Southern
District of New York and the New York County Supreme Court against us and other defendants, including certain current and
former members of our management and supervisory boards. The cases assert claims under federal securities laws based on
alleged misstatements and omissions in connection with, and following, our initial public offering. On August 11, 2020, we
reached an agreement to fully resolve all of the actions, subject to conditions including court approval. Under this agreement, in
which the defendants do not admit any liability or wrongdoing, Jumia will make a settlement payment of $5 million, $1 million
of which will be funded by insurance coverage. The settlement amounts were paid into an escrow account in January 2021. No
shareholders have filed objections to the settlements. Final settlement approval hearings have been scheduled in the U.S. District
Court for the Southern District of New York and the New York County Supreme Court cases for March 24, 2021 and March 18,
2021, respectively.
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Regulatory Environment
Our business is subject to numerous regulations and requirements under the applicable national laws of the various
African countries in which we operate. Many of these jurisdictions are characterized by evolving and sometimes uncertain legal
systems and regulatory regimes. Below we summarize a non-exhaustive list of significant regulations or requirements in the
jurisdictions where we conduct our material business operations.
Data Protection
Following the introduction of comprehensive data protection legislation in Nigeria, Kenya and Uganda in 2019, and in
Egypt in 2020, all countries in which we operate have personal data protection laws, although the regulatory authorities
responsible for implementation of data protection legislation are not yet fully resourced and operational in Egypt, Kenya and
Algeria. We are furthermore subject to the EU General Data Protection Regulation which came into force in May 2018 and has
extra territorial effect in respect of data collected from individuals situated in the European Union.
The applicable data protection laws regulate the collection, storage, transfer, disclosure and other use of personal data.
All the jurisdictions require that personal data transferred outside the jurisdiction is adequately safeguarded. In Morocco, Ivory
Coast, Algeria and Tunisia, authorization from the regulatory authority is required for transfer of personal data outside the
jurisdiction.
Our business collects personal data from users of our websites, customers, sellers, suppliers, contractors and other
individuals. Compliance with nascent data protection regulations presents a challenge, particularly where practical guidelines on
implementation of new legislation have not yet been issued. Our group Data Privacy Policy covers the handling of all personal
data in accordance with local and international regulatory requirements.
Consumer Protection
We are subject to several laws and regulations designed to protect consumer rights. These consumer protection laws
typically set out basic consumer rights, which often include the right to obtain clear and accurate information about products and
services offered on the consumer market, and the right to obtain clear and accurate terms and conditions of the sale of goods. In
Egypt and Ivory Coast consumer protection legislation requires customers to be offered free returns up to ten days after delivery,
and in Egypt we are required to allow free returns up to fourteen days after delivery.
In 2020, the Standards Organisation of Nigeria published draft E-Commerce Guidelines for consultation, which includes
proposals for extensive product warranties in respect of products sold online.
Product Safety
Product safety laws operate across all our markets, with varying degrees maturity and specificity. Many of the goods
sold on our marketplace are offered and delivered by third parties, which makes it difficult for us to predict our liability exposure
or establish standard procedures for product safety. Nevertheless, we take a proactive approach to quality control and product
safety in all of our markets, with specific quality checks in place based upon the sensitivity of goods and services offered in
various markets. We limit liability exposure across markets through standard contractual terms that require all sellers on our
marketplace to accept full responsibility for any loss or damage caused by their products and indemnify us accordingly. We also
delist sellers who offer prohibited products. Furthermore, we implement country-specific product safety, quality control, and
liability-limiting procedures as necessary.
Payment Services
Africa is characterized generally by the lack of an advanced financial infrastructure, and the percentage of Africans with
a bank account, although increasing rapidly, remains relatively low. Accordingly, most of our transactions are completed using a
cash on delivery system. Integrated payment and delivery systems are relatively new in Africa, and regulation of such services is
constantly evolving.
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We offer certain payment and financial services to our consumers and sellers across the various African markets in
which we operate. In a number of jurisdictions we offer services as a payment service provider (“PSP”) for our marketplace.
While we do not hold licenses to operate as a PSP for third-party merchants, we are permitted to offer JumiaPay services in
certain markets for our marketplaces through agreements we have with existing licensed banks or PSPs. We have applied for the
necessary licenses that will allow us to operate as an independent PSP in Nigeria. Additionally, we will gradually apply with the
relevant authorities in other countries to receive full PSP granting authorization to independently process payments for third
parties, where permissible or take other steps to acquire required licenses. We cannot guarantee that such licenses will be granted
or, where granted, that they will be retained.
We are currently not offering the full functionality of a full-fledged “eWallet” services in any of our markets.
If we were to begin operating JumiaPay as a full-fledged eWallet, we would be required to comply with the relevant
local regulations, which generally require that all e-money is secured by a one-to-one exchange of funds held in an escrow
account at a sponsoring bank.
We intend to apply for the licenses necessary to independently operate our eWallet services based on the growth and
adoption of these services, in which case we may also face corresponding regulatory capital requirements. We would also need to
comply with relevant e-money regulations as explained above.
We currently operate as a direct lender only in Kenya, where current contract law allows us to do so without any
specialized license. We have the necessary license to operate as a direct lender in the city of Lagos, Nigeria. We may make
arrangements to offer direct loans in certain of our markets. Additionally, our marketplace enables licensed third-party lenders to
offer loans to our consumers or sellers in other jurisdictions such as Nigeria and Ivory Coast. Because we only operate as an
intermediary in the lending market in these countries, our partners are responsible for the underwriting and credit scoring process.
We are closely monitoring any change in various regulations that would require us to obtain a license in order to continue
operating our lending marketplace.
Other financial regulations and payment standards in Africa vary greatly from country to country. Certain jurisdictions
have enacted legislation to prevent money laundering, fraud and terrorist financing. For example, in 2001, the Egyptian
Government established the Information Technology Industry Development Authority and tasked it with regulating online
transactions and other aspects of the information technology industry. Other jurisdictions require that we obtain licenses to offer
certain of our payment solutions and lending services. Furthermore, in Ghana, the Payment Systems and Services Bill has been
implemented allowing the Bank of Ghana to regulate an estimated 150,000 active mobile-money agents and enforce anti-money-
laundering and data protection standards. Internet activity in Ghana is currently regulated by the National Communications
Authority (“NCA”). The NCA enforces the Electronic Transactions Act of 2008, which provides a comprehensive legal
framework for, among other things, electronic transactions, data protection and electronic funds transfer.
The general inconsistency of financial regulations adds to the security concerns of credit worthy consumers that make
them reluctant to electronically transfer funds or pre-pay for goods. Resolving the barriers to creating a reliable financial
infrastructure would require cooperation between governments, financial institutions and mobile service providers.
Shipping Services
In some of the countries in which we operate the postal service has monopoly rights. For example, in Morocco, the
postal service has monopoly rights for the distribution of letters and parcels weighing no more than one kilogram, limiting our
options concerning last-mile delivery.
Disclosure of Iranian Activities under Section 13(r) of the Exchange Act
Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Securities
Exchange Act of 1934. Section 13(r) requires an issuer to disclose in its annual or quarterly reports, as applicable, whether it or
any of its affiliates knowingly engaged in certain activities, including, among other matters,
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transactions or dealings relating to the government of Iran. Disclosure is required even where the activities, transactions or
dealings are conducted outside the U.S. by non-U.S. affiliates in compliance with applicable law, and whether or not the activities
are sanctionable under U.S. law.
Our former indirect shareholder, MTN Group Limited, holds a 49% indirect, non-controlling interest in Irancell, which
operates Iran’s second largest mobile network and offers international voice, interconnect and roaming services. MTN Group
Limited also has a beneficial interest of about 44% in Iranian e-commerce business Snapp (also known as Iran Internet Group),
which includes retail marketplace, ride hailing, travel, delivery and food delivery businesses. We have been informed that these
investments were made in accordance with applicable laws and regulations, and these entities are not sanctioned under U.S. law.
C. Organizational Structure
Please refer to Note 5 to our audited consolidated financial statements included elsewhere in this Annual Report for a
listing of the company’s consolidated subsidiaries, including name, country of incorporation, and proportion of ownership
interest.
D. Property, Plants and Equipment
See “—B. Business Overview—Facilities.”
Item 4A. Unresolved Staff Comments
Not applicable.
Item 5. Operating and Financial Review and Prospects
The following discussion and analysis should be read in conjunction with the information included under Item 4.
“Information on the Company” and Item 18. “Financial Statements”. This following discussion and analysis contains forward-
looking statements that involve risks, uncertainties and assumptions, including, but not limited to, those described in Item 3. “Key
Information—D. Risk Factors.” Our actual results may differ materially from those anticipated in these forward-looking
statements.
Our consolidated financial statements have been prepared in accordance with IFRS as issued by the IASB.
For a discussion of the year ended December 31, 2019 compared to December 31, 2018, refer to our Annual Report on
Form 20-F/A for the fiscal year ended December 31, 2019, "Item 5: Operating and financial review and prospects".
Overview
We are the leading pan-African e-commerce platform. Our platform consists of our marketplace, which connects sellers
with consumers, our logistics service, which enables the shipment and delivery of packages from sellers to consumers, and our
payment service, JumiaPay, which, together with its network of licensed payment service providers and other partners, facilitates
transactions among participants active on our platform in selected markets.
On our marketplace, a large and diverse group of sellers offer goods across a wide range of categories, such as fashion
and apparel, beauty and personal care, home and living, fast moving consumer goods, smartphones and other electronics. We also
provide consumers with easy access to a range of on-demand services via our Jumia Food platform including delivery from
restaurants, grocery shops and convenience outlets. On our JumiaPay app, we offer a number of digital lifestyle services
including utility bills payment, airtime recharge, gaming and entertainment, transport ticketing as well as financial services such
as micro-loans or savings products. We had 6.8 million Annual Active Consumers as of December 31, 2020. We believe that the
number and quality of sellers on our marketplace, and the breadth of their
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respective offerings, attract more consumers to our platform, increasing traffic and orders, which in turn attracts even more
sellers to Jumia, creating powerful network effects. Our marketplace operates with limited inventory risk, as the goods sold via
our marketplace are predominantly sold by third-party sellers, meaning the cost and risk of inventory remains with the seller. In
2020, more than 90% of the items sold on our marketplace were offered by third-party sellers. To a limited extent, we sell items
directly in order to enhance consumer experience in key categories and regions.
Our logistics service, Jumia Logistics, facilitates the delivery of goods in a convenient and reliable way. It consists of a
large network of leased warehouses, pick up stations for consumers and drop-off locations for sellers and a significant number of
third-party logistics service providers, whom we integrate and manage through our proprietary technology, data and processes. In
certain cities, where we believe it is beneficial to enhance our logistics service, we also operate our own last-mile fleet.
Traditionally, consumers across Africa rely on cash to transact. We have designed our payment service, JumiaPay, to
facilitate cashless online transactions between participants on our platform, with the intention of integrating additional financial
services in the future. JumiaPay encompasses a number of functionalities. JumiaPay, with its network of licensed payment
service providers and other partners, provides digital payment processing on our platform allowing for a fast and secure payment
experience at checkout. JumiaPay has also a dedicated payment app, the JumiaPay app, through which we offer consumers a
number of digital lifestyle services from a broad range of third party service providers. Lastly, through Jumia Lending, our sellers
can access financing solutions provided by third-party financial institutions, leveraging data from the sellers’ transactional
activity on our platform for credit scoring purposes. We intend to continue expanding the range of payment and financial services
offered to both consumers and sellers as part of the Jumia ecosystem. As of December 31, 2020, one or more JumiaPay services
were available in eight markets: Nigeria, Egypt, Morocco, Ivory Coast, Ghana, Kenya, Tunisia and Uganda. JumiaPay
Transactions and TPV have both increased substantially since its launch. The number of JumiaPay Transactions reached 9.6
million in 2020 compared to 7.6 million in 2019. TPV reached €196.4 million in 2020, up 58% compared to 2019.
As of December 31, 2020, we had 6.8 million Annual Active Consumers, up from 6.1 million Annual Active Consumers
as of December 31, 2019. Our GMV was €836.5 million in 2020 compared to €1.0 billion in 2019. For sales by third-party
sellers, we retain commissions based on the value of goods and services that such third parties sell to consumers via our
marketplace, net of cancellations and returns. We also directly offer and sell goods in selected categories where we see unmet
demand or the need to better control the consumer experience. On these first-party sales, we record the full sales price net of
returns and VAT as revenue and earn a gross margin equal to the difference between the sales price and cost of goods sold. Shifts
in the mix between first-party and marketplace activities trigger substantial variations in our revenue due to the difference in
revenue we earn as part of each activity. Accordingly, we steer our operations not on the basis of our total revenue, but rather on
the basis of gross profit, as changes between marketplace and first-party sales are largely eliminated at the gross profit level.
Our gross profit increased from €75.9 million in 2019 to €92.8 million in 2020. Our gross profit less fulfillment
expense, improved significantly from losses of €1.5 million in 2019, to a positive €23.5 million in 2020, demonstrating
improvement in our core unit economics as well as efficiencies in our logistics and fulfillment operations. Our operating loss for
the year decreased from €227.9 million in 2019 to €149.2 million in 2020.
While usage of our platform has grown substantially in the past, we consider usage as a part of a broader equation where
we seek to balance usage growth, platform monetization and cost efficiency, as illustrated by the graphic below. We manage this
equation on a dynamic basis. In 2020, we focused on rebalancing our business mix, enhancing cost efficiency and making
progress towards breakeven.
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Our Revenue Model
We distinguish between marketplace revenue and first-party revenue. Marketplace revenue is generated from sales of
third-party sellers and from services provided via our platform. First-party revenue is generated from sales where we act directly
as the seller. Within our marketplace revenue, we distinguish the following revenue streams:
● Commissions, which are charged to third-party sellers based on the value of the goods and services they sell to
consumers via our marketplace, net of cancellations and returns. Usually, these fees are a percentage of the
value of the transaction. The percentage varies by goods or service category and region. We refer to the sales
producing these commissions as third-party sales.
● Fulfillment, which comprises delivery fees charged to consumers for delivery of goods purchased on our
marketplace.
● Marketing & advertising, which corresponds to the revenue generated from the sale of a diversified range of ad
solutions to sellers and advertisers.
● Value added services, which includes revenue from services charged to our sellers, such as logistics services,
packaging or content creation.
Our first-party revenue is derived from activities where we act directly as the seller. We refer to these sales as first-party
sales and generally undertake them in an opportunistic manner to complement the breadth of the product assortment on our
platform, usually in areas where we see unmet consumer demand.
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The following table shows a breakdown of our revenue for the years ended December 31, 2018, 2019 and 2020 by
source:
For the year ended December 31,
2018 2019 2020
(in EUR millions)
Marketplace revenue
(1)
46.2 78.5 93.8
Commissions 14.4 25.0 34.6
Fulfillment 15.0 26.9 32.4
Marketing and advertising 2.3 6.1 7.7
Value-added services 14.6 20.5 19.1
First-party revenue
(2)
81.3 81.2 44.2
Platform revenue
(3)
127.5 159.6 138.0
Non-platform revenue
(4)
1.5 0.8 1.6
Total revenue
129.1 160.4 139.6
Cost of revenue (84.8) (84.5) (46.8)
Gross profit 44.2 75.9 92.8
(1) Marketplace revenue is the sum of commissions, fulfillment, marketing and advertising and value-added services.
(2) First-party revenue corresponds to sales of goods shown in Note 21 to our audited consolidated financial statements.
(3) Platform revenue is the sum of marketplace revenue and first-party revenue.
(4) Non-platform revenue corresponds to other revenue shown in Note 21 to our audited consolidated financial statements.
Our primary sources of revenue are commissions from third-party sales and first-party revenue from sales of goods.
From time to time, based on business priorities, we may decide to vary the share of first-party sales. Over time, it is our goal to
reduce the proportion of first-party sales in favor of third-party sales, with the strategy potentially varying from country to
country.
Shifts in the relative proportion of third-party and first-party sales do not have an impact on GMV, orders or Annual
Active Consumers. However, these shifts trigger substantial variations in our revenue, as we record the full sales price net of
returns and VAT as revenue for first-party sales and only a percentage of the sales price (commission) net of returns and VAT as
revenue for third-party sales. For first-party sales, we incur cost of revenue, primarily related to the purchase price of the goods
sold. For third-party sales, we do not incur comparable cost of revenue as the purchase price of the goods sold is borne by the
third-party seller. Accordingly, we steer our operations not on the basis of revenue, but rather on the basis of our gross profit,
which corresponds to revenue less cost of revenue, as changes between third-party and first-party sales are largely eliminated on
the gross profit level.
Key Performance Indicators
The following table sets forth our key performance indicators for the years ended December 31, 2018, 2019 and 2020.
For the year ended December 31,
2018 2019 2020
(in millions)
Annual Active Consumers 4.0 6.1 6.8
Orders 14.4 26.5 27.9
GMV € 828.2 € 1,097.6 € 836.5
TPV € 54.8 € 124.3 € 196.4
JumiaPay Transactions 2.0 7.6 9.6
Adjusted EBITDA
(1)
€ (150.2) € (182.7) € (119.5)
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(1) See Item 3. “Key Information—A. Selected Consolidated Financial and Operating Data—Selected Other Data” for a
reconciliation of Adjusted EBITDA, which is a non-IFRS measure, to the most directly comparable IFRS financial performance
measure and an explanation of why we consider Adjusted EBITDA useful.
Annual Active Consumers means unique consumers who placed an order for a product or a service on our platform,
within the 12-month period preceding the relevant date, irrespective of cancellations or returns.
Orders corresponds to the total number of orders for products and services on our platform, irrespective of cancellations
or returns, for the relevant period.
GMV (Gross Merchandise Value) corresponds to the total value of orders for products and services, including shipping
fees, value added tax, and before deductions of any discounts or vouchers, irrespective of cancellations or returns for the relevant
period.
TPV (Total Payment Volume) corresponds to the total value of orders for products and services for which JumiaPay was
used including shipping fees, value-added tax, and before deductions of any discounts or vouchers, irrespective of cancellations
or returns for the relevant period.
JumiaPay Transactions corresponds to the total number of orders for products and services on our marketplace for
which JumiaPay was used, irrespective of cancellations or returns for the relevant period.
Adjusted EBITDA corresponds to loss for the period, adjusted for income tax expense (benefit), finance income,
finance costs, depreciation and amortization and share-based payment expense. Adjusted EBITDA provides a basis for
comparison of our business operations between current, past and future periods by excluding items that we do not believe are
indicative of our core operating performance. Adjusted EBITDA, a non-IFRS measure, may not be comparable to other similarly
titled measures of other companies.
Factors Affecting our Financial Condition and Results of Operation
Our financial condition and results of operations have been, and will continue to be, affected by a number of important
factors, including the following:
Financial Strategy
Our financial strategy seeks to balance four main objectives, growing the profitable usage of Jumia alongside the
development of JumiaPay while driving gradual monetization of our platform and generating cost efficiencies. We manage this
equation on a dynamic basis and place more or less emphasis on each as we progress.
In 2020, we placed strong focus on strengthening the fundamentals of our business to support our long term growth and
path to profitability. We undertook a number of initiatives geared towards enhancing our unit economics and generating cost
efficiencies, to firmly put the business on track towards breakeven. These initiatives included a business mix rebalancing as part
of which we decreased promotional intensity and consumer incentives on lower consumer lifetime value business, while
increasing our focus on everyday product categories to drive consumer adoption and usage. This initiative helped us reduce our
reliance on phones & electronics which went from contributing 56% of our GMV in 2019 to 43% of our GMV in 2020, while
supporting our unit economics and reducing our Adjusted EBITDA loss per Order by 37.8%, from €6.9 in 2019 to €4.3 in 2020.
We also implemented cost efficiency initiatives across the full cost structure, including enhancements to our logistics operations
and marketing strategy as well as overhead rationalization measures which allowed us to decrease Fulfillment, Sales &
Advertising and General & Administrative expenses (excluding share-based compensation) by 10.4%, 42.0% and 12.3%
respectively in 2020 compared to 2019.
As a result of our strategic focus in 2020 on making progress towards breakeven, we posted positive gross profit less
fulfillment expense of €23.5 million in 2020 compared to a loss of €1.5 million in 2019 and reduced our operating loss by 34.5%
from a loss of €227.9 million in 2019 to a loss of €149.2 million in 2020.
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Number of sellers and goods and services offered by those sellers
The success of our marketplace, which is central to our business model, is driven by the breadth and quality of the goods
and services offered, which depends largely on the number of sellers on our marketplace and their ability to increase the range of
goods and services they offer to our consumers. The number of sellers who received an order on our marketplace within the 12-
month period preceding the relevant date, irrespective of cancellations or returns, was approximately 110 thousand as of
December 31, 2020. The number of sellers offering similar goods on our marketplace is a key driver of price attractiveness and
quality of service, as they compete for market share on our marketplace. Competition between sellers is also essential to our
monetization, as it increases the appetite for sellers to use our services that are geared toward enhancing the sellers’ visibility or
their quality of service.
We are actively focusing on increasing the number of sellers on our marketplace as well as their quality, the range of
goods and services they list on our marketplace and their overall level of engagement with us. During the COVID-19 pandemic,
e-commerce emerged as an important route to market for brands and sellers at a time when offline channels were disrupted. This
helped us further enhance our partnerships with sellers and brands.
In parallel, we are working on diversifying our base of sellers and are developing our cross-border business as part of
which we allow international sellers from selected non-African countries to reach African consumers through our marketplace,
which has helped accelerate the number and diversity of goods available on our marketplace, as such sellers tend to carry a large
assortment of goods. Another ongoing initiative is our seller financing service, which provides sellers in a number of our markets
with access to financing options offered by third-party financial institutions, positioning them to grow their businesses. We have
observed that our local sellers tend to have difficulty accessing attractive financing options, and if we help them to do so, they are
often able to access capital on more attractive terms, driving higher engagement with us. We intend to expand the geographic
reach of this service and increase its adoption and usage among our sellers.
Growth and engagement of our Annual Active Consumers
The acquisition, engagement and retention of users on our platform is a key driver of our financial performance. As of
December 31, 2020, we had 6.8 million Annual Active Consumers up from 6.1 million Annual Active Consumers as of
December 31, 2019.
The pace of consumer acquisition and level of re-engagements tends to be closely related to the amount and
effectiveness of our sales & advertising investments. We monitor the effectiveness of our sales and advertising activities by using
a number of measures, which include the following:
As of December 31,
2018 2019 2020
(unaudited, in EUR)
Sales and advertising expense per Annual Active Consumer 11.6 9.2 4.8
Over the past two years, we have significantly improved the efficiency of our sales and advertising expense, decreasing
the sales and advertising expense per Annual Active Consumer by 21.1% and 48.2% in 2019 and 2020 respectively. This was
driven by significant enhancements to our programmatic marketing with more granular segmentation of our target market with
differentiated campaigns and content for each segment. It was also supported by the increased depth and relevance of our
marketplace assortment. We see an opportunity to continue improving usage and repeat purchase dynamics on our platform by
driving the growth of everyday product categories including digital services, fast-moving consumer goods, fashion and beauty
which are affordable entry points into the ecosystem and drive higher consumer lifetime value. Potential macroeconomic
volatility and an increase in competition may, however, have an offsetting effect.
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Payment method and return rate
The ability for consumers to pay cash on delivery is an important feature of our platform, in particular for new
consumers who are transacting online for the first time. In case of cash on delivery, the consumer needs to be present at the time
of the delivery to pay for the order. While we are constantly improving our operations to make delivery schedules more
convenient and predictable, some consumers are not present at the time of the delivery attempt, which means that cash on
delivery results in a significantly higher portion of returns than other delivery options. These returns are driving higher
fulfillment costs, higher costs of operations for our sellers and lower monetization for us as we are not able to collect
commissions for such returns. In comparison, orders that are “pre-paid” electronically tend to drive much lower returns than cash
on delivery, driving better monetization for us and, ultimately, lower fulfillment costs and less operational complexities.
We have experienced an improvement in the rate of cancellations, failed deliveries and returns as % of GMV and Orders
as a result of the increased penetration of pre-payment on our platform as well as various operational measures aimed at reducing
instances of order cancellations. The rate of cancellations, failed deliveries and returns as a percentage of GMV improved from
approximately 30% in 2019 to 25% in 2020. The rate of cancellations, failed deliveries and returns as a percentage of Orders
improved from approximately 22% in 2019 to 16% in 2020. The ratio is typically lower when expressed as a percentage of
Orders than GMV as higher average item value orders tend to show higher CFDR rates.
Efficiency of our fulfillment operations
With Jumia Logistics, we have built an innovative logistics and delivery ecosystem that we believe is the leading e-
commerce and express delivery service in Africa. We generate revenue from our fulfillment services mainly through delivery
charges charged to our consumers and to our sellers. We incur fulfillment expense mainly for third-party logistics providers and
for our network of warehouses, where we provide storage services to our sellers, inbound and outbound logistics services and
control and consolidate packages.
Fulfillment expense is influenced by a number of factors including:
● The origin of the goods: for example the cost of shipping a product from a cross-border seller based overseas is
higher than shipping from a local seller;
● The destination of the package and type of delivery: for example, the cost of delivery to a secondary city or a
rural area is higher than the cost of delivery to a main city and the cost of a home delivery is higher than for
pick-up station delivery; and
● The type of goods: for example, the cost of delivery is higher for a large home appliance than a fashion
accessory.
Our fulfillment expense consists of expense related to the services of third-party logistics providers, which we refer to as
freight and shipping, and expense mainly related to our network of warehouses, including employee benefit expense, which we
refer to as fulfillment expense other than freight and shipping.
Freight and shipping used to be a function of the volumes handled and delivered by our third-party logistics providers.
In 2020, we changed our volume pricing model from cost per package to cost per stop as a result of which our fulfillment
expenses decreased considerably. Generally, we have been able to generate certain economies of scale, as third-party logistics
providers are typically prepared to offer us more advantageous conditions as our business volume with them increases.
Increasing cross-border sales, for which we incur significant freight and shipping expense as well as an increased
proportion of deliveries outside primary cities, may have an offsetting effect. Fulfillment expense other than freight and shipping
is by its nature less variable.
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On a consolidated basis, fulfillment expense decreased by 10.4% between 2019 and 2020 partly as a result of the
delivery pricing model change. In addition, gross profit less fulfillment expense improved from a loss of €1.5 million in 2019 to a
profit of €23.5 million in 2020.
Technology and data
We continuously invest in our technology, data collection and analytics capabilities. We operate our technology center
in Porto, Portugal, which provides the centralized and harmonized technology backbone for our operations across our three
regions. Our research and development activities focus on the production, maintenance and operation of new and existing goods
and services. We see our technology and content expense as an investment in future growth and improved experience and
satisfaction for our ecosystem participants. Going forward, we intend to maintain or increase our investments into our technology
and data capabilities.
Ability to scale our business with our current structure
We closely monitor the development of the absolute amount of each component of our general and administrative
expense excluding share-based payment expense. We intend to continue scaling our business in a cost-effective manner while
identifying opportunities for efficiencies in our base of general and administrative costs.
In 2019 we implemented a portfolio optimization initiative as part of which we exited 3 geographies and the flight and
hotel booking businesses. We also took selected overhead rationalization measures in 2020. The combined effects of the portfolio
optimization initiative, overhead rationalization and continued cost discipline allowed us to decrease our general & administrative
expense, excluding share-based compensation expense, by 12.3% in 2020 compare to 2019.
Seasonality
Our business is seasonal and, consequently, our results tend to fluctuate from quarter to quarter. For example, we
consider the fourth quarter, which includes Black Friday and in many countries the year-end holidays, as especially important for
generating revenue. Certain special events, including Ramadan, elections or Jumia Anniversary, can result in peak or low demand
for our products. For example, increased inventory in preparation for special events such as Black Friday can have significant
impacts on working capital, cash flow, stock losses and write-downs.
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The following tables show the development of our quarterly GMV, revenue and gross profit for each quarter in 2018,
2019 and 2020:
First Quarter Second Quarter Third Quarter Fourth Quarter
(unaudited, in EUR millions)
2018
(1)
GMV 152.4 166.3 198.4 311.0
GMV adjusted for perimeter effects and improper sales practices
(2)
141.8 151.9 180.6 275.2
Revenue 28.0 24.4 33.4 43.3
Gross profit 8.2 8.6 12.3 15.2
2019
(1)
GMV 240.2 280.9 275.3 301.2
GMV adjusted for perimeter effects and improper sales practices
(2)
213.9 263.1 261.1 292.9
Revenue 31.4 38.8 40.9 49.3
Gross profit 15.2 16.8 19.0 24.8
2020
(1)
GMV 189.6 228.3 187.3 231.1
GMV adjusted for perimeter effects and improper sales practices n/a n/a n/a n/a
Revenue 29.3 34.9 33.7 41.8
Gross profit 18.4 23.3 23.2 27.9
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
(2) Adjustments relate to perimeter changes as a result of the portfolio optimization undertaken during the fourth quarter of 2019
as further described under Item 4. “Information on the Company—A. History and Development of the Company—Corporate
History and Recent Transactions” as well as improper sales practices as further described under Item 4. “Information on the
Company—A. History and Development of the Company—Sales Practices Review.”
We believe that our business will continue to show seasonal patterns in the future. For further information on our
quarterly performance, see Item 5. “Operating and Financial Review and Prospects—A. Operating Results—Comparison of
Fiscal Years Ended December 31, 2019 and December 31, 2020—Consolidated Statement of Operations—Quarterly Data.”
Macroeconomic condition and political environment
Our consumers are primarily located in three African regions comprising 11 countries. Our results of operations and
financial condition are significantly influenced by political and economic developments in these countries and the effect that
these factors may have on demand for goods and services. The COVID-19 pandemic and the decline in oil prices may in the short
to medium term pose significant macroeconomic challenges. We look at the macroeconomic environment based on a number of
factors, which include consumer confidence index, business confidence index, GDP growth, currency exchange rates, inflation
rates, access to capital and foreign exchange. Our results are positively affected when such factors are developing positively, and
negatively affected when such factors are developing negatively.
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Components of our Results of Operations
Revenue
We generate revenue primarily from commissions, sale of goods, fulfillment, marketing and advertising, and provision
of other services:
Commissions: Revenue from commissions relates to the online selling platform, which provides sellers the ability to sell
goods directly to consumers. We generate a commission fee (normally a percentage of the selling price) which is based on
agreements with our sellers. Our performance obligation with respect to these transactions is to arrange the transaction through
our platform. We do not have any discretion in setting the price of the goods to be sold, nor do we bear any inventory risk for the
goods to be shipped to the consumer. As such, we are considered to be an agent in these transactions and recognize revenue on a
net basis for the agreed upon commission at the point in time when the goods or services are delivered to the end consumer.
Sales of goods: Revenue from sales of goods relates to transactions where we act directly as the seller, i.e., where we
enter into an agreement with a consumer to sell goods. These goods are sold for a fixed price, as determined by us, and we bear
the obligation to deliver those goods to the consumer. As such, we are considered to be the principal in these transactions and
recognize sales on a gross basis for the selling price at the point in time when the goods are delivered to the consumer. The
delivery of the goods is not a separate performance obligation, as the consumer cannot benefit from the goods without the
delivery, which must be performed by us. Therefore, revenue for goods and delivery are recognized at a point in time.
Fulfillment: We provide certain fulfillment services on our marketplace and generally charge a “delivery fee” to
consumers. The group also provides subscription services to end consumers. The price for all fulfillment services is defined at the
time of purchase through our platform, and we have unilateral power in establishing these fulfillment services. We are therefore
the principal in these transactions and fulfillment fees are recognized on a gross basis in revenue. The revenue from fulfillment
services is recognized at a point in time in all cases except for subscription services where it is recognized over a period of time,
generally shorter than one year.
Marketing: We provide advertising services to vendors and non-vendors, such as performance marketing campaigns,
placing banners on the Jumia platform or sending newsletters and notifications. The advertising services are contractually agreed
with the advertisers. As Jumia establishes pricing and is primarily obliged to deliver these advertising services, revenue is
recognized on a gross basis. The campaigns and banners can be run for a short period as well as be spread over a year and are
therefore recognized at a point in time or over the period.
Value added services: We provide other services to our sellers for which we charge fees such as logistics services,
packaging of products ahead of shipment and technical support. As Jumia establishes pricing, revenue is recognized on a gross
basis. Revenue for logistics is recognized over time as the performance obligation is being performed while revenue for
packaging of products and technical support is recognized when the respective service is completed.
If the consideration in a revenue contract includes a variable amount, which includes for example purchase price refunds
for returned goods, we estimate the amount of consideration to which we will be entitled in exchange for transferring the goods to
the customer. The variable consideration is estimated at contract inception and will not be changed until it is highly probable that
a significant revenue reversal in the amount of cumulative revenue recognized will not occur when the associated uncertainty
with the variable consideration is subsequently resolved.
We use the expected value method to estimate the variable consideration given the large number of contracts that have
similar characteristics. We then apply the requirements on constraining estimates of variable consideration in order to determine
the amount of variable consideration that can be included in the transaction price and recognized as revenue. A refund liability is
recognized for the goods that are expected to be returned (i.e., the amount not included in the transaction price).
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We pay sales commission or fees to parties for each contract that they obtain. We immediately expense costs to obtain a
contract if the amortization period of the asset that would have been recognized is one year or less. As such, sales commissions
and fees are immediately recognized as an expense and included as part of sales and advertising expense.
Cost of revenue: Our cost of revenue consists primarily of the purchase price of consumer products where we act
directly as the seller. Certain expenses associated with third-party sales, such as compensation paid to sellers for lost, damaged or
late delivery items, and payment processing expenses for countries where JumiaPay operates are also included in cost of revenue.
Fulfillment expense: Fulfillment expense consists of expense related to services of third-party logistics providers,
which we refer to as freight and shipping, and expense mainly related to our network of warehouses, including employee benefit
expense, which we refer to as fulfillment expense other than freight and shipping. Fulfillment expense other than freight and
shipping represents those expenses incurred in operating and staffing our fulfillment and consumer service centers, including
expense attributable to procuring, receiving, inspecting, and warehousing inventories and picking, packaging, and preparing
consumer orders for shipment, including packaging materials. Fulfillment expense also includes expense relating to consumer
service operations.
Sales and advertising expense: Sales and advertising expense represents expense associated with the promotion of our
marketplace and include online and offline marketing expense, promotion of our brand through traditional media outlets, certain
expense related to our consumer acquisition and engagement activities and other expense associated with our market presence.
Technology and content expense: Technology and content expense consists principally of research and development
activities, including wages and benefits, for employees involved in application, production, maintenance, operation for new and
existing goods and services, as well as other technology infrastructure expense.
General and administrative expense: General and administrative expense contains wages and benefits, including share-
based payment expense of management, seller management expense, commercial development expense, accounting and legal
staff expense, consulting expense, audit expense, lease expense, office related utilities expense, insurance expense, tax expense
other than income tax, other overheads and other material general expenses.
A. Operating Results
Comparison of Fiscal Years Ended December 31, 2018, December 31, 2019 and December 31, 2020
Consolidated Statement of Operations
For the year ended December 31,
2018 2019 2020
(in EUR millions)
Revenue 129.1 160.4 139.6
Cost of revenue (84.8) (84.5) (46.8)
Gross profit
44.2 75.9 92.8
Fulfillment expense (50.5) (77.4) (69.3)
Sales and advertising expense (46.0) (56.0) (32.5)
Technology and content expense (22.4) (27.3) (27.8)
General and administrative expense
(1)
(94.9) (144.5) (115.7)
Other operating income 0.2 1.9 3.3
Other operating expense (0.3) (0.5) (0.1)
Operating loss
(169.7) (227.9) (149.2)
Finance income 1.6 4.0 4.9
Finance costs (1.3) (2.6) (14.0)
Loss before income tax
(169.5) (226.5) (158.3)
Income tax expense (0.9) (0.6) (2.6)
Loss for the year
(170.4) (227.1) (161.0)
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(1) Includes share-based payment expense of €17.4 million in 2018, €37.3 million in 2019 and €21.6 million in 2020.
Revenue
The following table shows a breakdown of our revenue in 2018, 2019 and 2020 by source:
For the year ended December 31,
2018 2019 2020
(in EUR millions)
Marketplace revenue
(1)
46.2 78.5 93.8
Commissions 14.4 25.0 34.6
Fulfillment 15.0 26.9 32.4
Marketing and advertising 2.3 6.1 7.7
Value-added services 14.6 20.5 19.1
First-party revenue
(2)
81.3 81.2 44.2
Platform revenue
(3)
127.5 159.6 138.0
Non-platform revenue
(4)
1.5 0.8 1.6
Total revenue
129.1 160.4 139.6
(1) Unaudited; marketplace revenue is the sum of commissions, fulfillment, marketing and advertising and value-added services.
(2) First-party revenue corresponds to sales of goods shown in Note 21 to our audited consolidated financial statements.
(3) Unaudited; platform revenue is the sum of marketplace revenue and first-party revenue.
(4) Unaudited; non-platform revenue, corresponds to other revenue shown in Note 21 to our audited consolidated financial
statements.
Marketplace revenue increased by 19.6% from €78.5 million in 2019 to €93.8 million in 2020 due to an increase in
revenue from commissions by 38.5% and an increase in revenue from fulfillment by 20.7% in 2020 compared 2019.
Contributions from sales of goods, i.e., revenue from first-party sales, decreased by 45.6% from €81.2 million in 2019 to €44.2
million in 2020. This decrease was driven by our marketplace gaining more depth, which positioned us to undertake fewer sales
on a first party basis.
Cost of Revenue
Cost of revenue decreased by 44.6% from €84.5 million in 2019 to €46.8 million in 2020, driven by the decrease in
first-party sales. Cost of revenue primarily includes the purchase price of consumer products sold in first-party sales. Certain
expenses associated with third-party sales, such as compensation paid to sellers for lost, damaged or late delivery items are also
included in cost of revenue.
Gross Profit
Gross profit increased by 22.3% from €75.9 million in 2019 to €92.8 million in 2020, primarily due to the increase in
marketplace revenue.
Fulfillment Expense
Fulfillment expense decreased by 10.4% from €77.4 million in 2019 to €69.3 million in 2020, primarily due to a number
of operational enhancements across our logistics operations. These enhancements included a change in our volume pricing model
from cost per package to cost per stop, improvements in our cross-border shipping matrix alongside staff cost savings in our
fulfillment centers. Gross profit after fulfillment expense changed from negative €1.5 million in 2019 to positive €23.5 million in
2020, demonstrating our progress with respect to unit economics.
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Sales and Advertising Expense
Sales and advertising expense decreased by 42.0% from €56.0 million in 2019 to €32.5 million in 2020, primarily due to
continued enhancements to our performance marketing strategy across search and social media channels, including through more
granular segmentation of our target market with differentiated campaigns and content for each segment. These efforts resulted in
gross profit less fulfillment expense and sales and advertising expense turning positive in the third quarter of 2020 for the first
time.
Technology and Content Expense
Technology and content expense slightly increased by 2.1% from €27.3 million in 2019 to €27.8 million in 2020.
General and Administrative Expense
General and administrative expense decreased by 20.0% from €144.5 million in 2019 to €115.7 million in 2020,
primarily due to a decrease in share based compensation expense from €37.3 million in 2019 to €21.6 million in 2020. Share
based compensation expense in 2020 included charges for the cash-settled part of the 2020 virtual restricted stock unit program of
€10.4 million. The final cash payout under the 2020 virtual restricted stock unit program will depend on the share price
development following publication of our annual report for 2020 and may substantially exceed the charges recognized so far.
Excluding share based compensation expense, general and administrative expense would have decreased by 12.3% from
€107.3 million in 2019 to €94.0 million in 2020. The overhead rationalization and portfolio optimization initiatives undertaken in
late 2019 gradually paid out over the course of 2020.
Operating Loss
Operating loss decreased significantly by 34.5% from €227.9 million in 2019 to €149.2 million in 2020.
Adjusting our operating loss for depreciation and amortization and share-based payment expense, our Adjusted
EBITDA loss decreased by 34.6% from €182.7 million in 2019 to €119.5 million in 2020, due to the effects of our business mix
rebalancing and enhanced cost efficiency.
Finance Income
Finance income increased from €4.0 million in 2019 to €4.9 million in 2020, primarily due to an increase in realized
foreign exchange gains.
Finance Costs
Finance costs increased significantly from €2.6 million in 2019 to €14.0 million in 2020, primarily due to foreign
exchange losses on bank deposits in U.S. dollars.
Loss before Income Tax
Loss before income tax decreased by 30.1% from €226.5 million in 2019 to €158.3 million in 2020, primarily due to the
effects of our business mix rebalancing and enhanced cost efficiency.
Income Tax Expense
Income tax expense increased from €0.6 million in 2019 to €2.6 million in 2020.
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Loss for the Year
Loss for the year decreased by 29.1% from €227.1 million in 2019 to €161.0 million in 2020.
Quarterly Data
The following table sets forth certain unaudited financial data for each fiscal quarter for the periods indicated. The
unaudited quarterly information includes all normal recurring adjustments that we consider necessary for a fair statement of the
information shown. This information should be read in conjunction with the audited consolidated financial statements and related
notes thereto appearing elsewhere in this Annual Report. Our quarterly results are not necessarily indicative of future operating
results.
2019
(1)(2)
2020
(1)
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
(unaudited, in EUR millions)
Revenue 31.4 38.8 40.9 49.3 29.3 34.9 33.7 41.8
Cost of revenue (16.2) (22.0) (21.9) (24.4) (10.9) (11.7) (10.4) (13.8)
Gross profit
15.2 16.8 19.0 24.8 18.4 23.3 23.2 27.9
Fulfillment expense (15.2) (17.6) (20.7) (23.9) (15.9) (17.3) (16.6) (19.5)
Sales and advertising expense (11.9) (14.9) (13.8) (15.5) (8.9) (7.2) (6.2) (10.2)
Technology and content expense (5.9) (6.7) (7.0) (7.7) (7.2) (7.1) (6.3) (7.3)
General and administrative expense
(3)
(27.8) (44.9) (32.7) (39.2) (30.4) (31.1) (22.7) (31.5)
Other operating income 0.1 0.6 0.7 0.5 0.3 1.8 0.6 0.5
Other operating expense (0.0) (0.1) (0.2) (0.2) (0.1) (0.1) (0.0) 0.1
Operating loss
(45.5) (66.7) (54.6) (61.1) (43.7) (37.6) (28.0) (40.0)
(1) Due to rounding, the sum of quarterly amounts may not equal the amounts reported for the relevant full-year period.
(2) We reported the cumulative effect of the reclassification of certain types of vouchers, consumer and partner incentives from
sales and advertising expense to revenue for the nine months ended September 30, 2019 in our results for the three months
ended September 30, 2019. In order to enhance comparability with the quarterly results, quarterly results for 2019 are
adjusted in this table to reflect the impact of the reclassification.
(3) Includes share-based payment expense of €4.3 million in the first quarter of 2019, €20.5 million in the second quarter of
2019, €7.1 million in the third quarter of 2019 and €5.3 million in the fourth quarter of 2019. The fourth quarter of 2019 also
included restructuring expenses of €2.2 million incurred as part of our portfolio optimization and headcount rationalization
initiatives. Includes share-based payment expense of €6.0 million in the first quarter of 2020, €2.6 million in the second
quarter of 2020, €3.4 million in the third quarter of 2020 and €9.6 million in the fourth quarter of 2020.
The following table set forth certain key performance indicators, for each fiscal quarter for the periods indicated.
2019 2020
First Second Third Fourth First Second Third Fourth
Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter
(unaudited, in millions)
Annual Active
Consumers
(1)
4.3 4.8 5.5 6.1 6.4 6.8 6.7 6.8
Orders 5.0 6.2 7.0 8.3 6.4 6.8 6.6 8.1
GMV
(2)
€ 240.2 € 280.9 € 275.3 € 301.2 € 189.6 € 228.3 € 187.3 € 231.1
GMV adjusted for
perimeter effects and
improper sales practices € 213.9 € 263.1 261.1 292.9 € n/a n/a n/a n/a
Adjusted EBITDA € (39.5) € (44.4) € (45.4) € (53.4) € (35.6) € (32.9)
(3)
€ (22.7) € (28.3)
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(1) Adjustments relate to perimeter changes as a result of the portfolio optimization undertaken during the fourth quarter of 2019
as further described under Item 4. “Information on the Company—A. History and Development of the Company—Corporate
History and Recent Transactions” as well as improper sales practices as further described under Item 4. “Information on the
Company—A. History and Development of the Company—Sales Practices Review”.
(2) Please see Item 3. “Key Information—A. Selected Consolidated Financial and Operating Data—Selected Other Data” for a
reconciliation of Adjusted EBITDA, which is a non-IFRS measure, to the most directly comparable IFRS financial
performance measure and why we consider Adjusted EBITDA useful.
B. Liquidity and Capital Resources
As of December 31, 2020, we had €305.9 million of liquid means on our balance sheet, including cash and cash
equivalents of €304.9 million and term deposits of €1.0 million. Most of our liquid means can be freely transferred, for a small
fraction of our liquid means we may need authorization or permits for a cross-border transfer.
Since our inception, we have financed our operations primarily through equity issuances. We received net proceeds of
$280.2 million from our April 2019 initial public offering, a concurrent private placement with Mastercard and the issuance of
shares to existing shareholders to protect them from dilution. In December 2020, we completed an equity offering, the proceeds
of which, net of commissions and expenses, amounted to approximately $231.4 million (€194.3 million). Our primary
requirements for liquidity and capital are to finance working capital, capital expenditures, which primarily consist of computer
equipment, office equipment and lease-hold improvements, as well as general corporate purposes. We believe, based on our
current operating plan, that our existing cash and cash equivalents and cash flows from operating activities will be sufficient to
meet our anticipated cash needs for working capital, capital expenditures, general corporate needs and business expansion for at
least the next twelve months. Although we believe that we have sufficient cash and cash equivalents to cover our working capital
needs in the ordinary course of business and to continue to expand our business, we may, from time to time, explore additional
financing sources.
Consolidated Statement of Cash Flows
For the year ended December 31,
2018 2019 2020
(in EUR millions)
Net cash flows used in operating activities (139.0) (182.6) (98.5)
Net cash flows used in investing activities (3.6) (67.7) 60.0
Net cash flows from financing activities 213.2 316.8 187.1
Net increase in cash and cash equivalents 70.6 66.5 148.7
Cash and cash equivalents at the beginning of the year 29.7 100.6 170.0
Cash and cash equivalents at the end of the year 100.6 170.0 304.9
Net Cash Used in Operating Activities
Net cash used in operating activities decreased by 46.1% from a cash outflow of €182.6 million in 2019 to a cash
outflow of €98.5 million in 2020, primarily driven by a decrease in our loss before income tax adjusted for non-cash items. An
increase in working capital due to a decrease in accounts receivables and an increase in accounts payables accounted for a net
cash inflow of €8.6 million in 2020 compared to a net cash outflow of €12.4 million in 2019.
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Net Cash Flows from Investing Activities
Net cash flows from investing activities increased significantly due to a cash outflow of €67.7 million in 2019 to a cash
inflow of €60.0 million in 2020 due to term deposits maturing in the amount of €61.7 million in 2020 that had been placed in
2019.
Net Cash Flows from Financing Activities
Net cash flows from financing activities decreased by 40.9% from a cash inflow of €316.8 million in 2019 to a cash
inflow of €187.1 million in 2020. In 2020, we recorded cash inflows from our equity offering completed in December 2020 that
amount to €203.0 million, compared to cash inflows from our initial public offering and other capital increases in the amount of
€329.2 million in 2019.
C. Research and Development, Patents and Licenses, Etc.
We continuously invest in our technology and data collection and analytics capabilities. We operate our technology
center in Porto, Portugal, which provides the centralized and harmonized technology backbone for our operations across our three
regions. Our research and development activities focus on the production, maintenance and operation of new and existing goods
and services. We see our technology and content expense as an investment in future growth and seller and consumer experience
and satisfaction. Going forward, we intend to maintain or increase our investments into our technology and data capabilities.
D. Trend Information
See Item 4. “Information on the Company—B. Business Overview."
E. Off-Balance Sheet Arrangements
We have agreed to indemnify the members of the management board against income tax liabilities they may incur with
respect to income received from us, including from share-based payment instruments granted by us in excess of a total tax
liability of 25% of the relevant income in countries where they are not tax resident up to a total amount of €40 million. For more
information, see Item 6. “Directors, Senior Management and Employees—B. Compensation—Compensation of the Members of
our Management Board and Senior Management.”
F. Contractual Obligations
We have entered into commercial leases of warehouses, office premises and transportation. The net present value of the
future payments under leases amounts to €10.9 million. As of December 31, 2020, we have also committed to future minimum
lease payments under short term operating leases that amount to €0.6 million.
The table below summarizes our contractual obligations as of December 31, 2020:
Payment due by period
Less than 1
1‑‑5
More than 5
Total year years years
(in EUR millions)
Lease liability future payments 10.9 3.0 7.7 0.2
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Changes in Accounting Policies and Disclosures
Amendments to Standards that Became Effective as of January 1, 2020
We discuss recently adopted and issued accounting standards in Note 4, “New accounting pronouncements—New
standards, interpretations and amendments adopted by the Group” of the notes to our audited consolidated financial statements
included elsewhere in this Annual Report.
Standards Issued But Not Yet Effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of
the Group’s financial statements are outlined in Note 4, “New accounting pronouncements— Standards issued but not yet
effective” of the notes to our audited consolidated financial statements included elsewhere in this Annual Report. We intend to
adopt these new and amended standards and interpretations, if applicable, when they become effective.
Critical Accounting Estimates and Judgments
The preparation of our consolidated financial statements requires our management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expense, assets and liabilities, and the accompanying disclosures,
including disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods. For more information on
our critical accounting estimates and judgments, see Note 3 to our audited consolidated financial statements included elsewhere
in this Annual Report.
Judgments
There have been no material revisions to the nature and amount of estimates reported in prior periods, except for the
effect of the settlement of the lawsuit. However, as presented above, the effects of COVID-19 have required assessment of
significant judgments and estimates to be made, including but not limited to:
• Determining the net realizable value of inventory that has become slow moving due to the effects of COVID-19; and,
• Estimates of expected credit losses attributable to accounts receivable arising from sales to customers on credit terms,
including the incorporation of forward-looking information to supplement historical credit loss rates.
In the process of applying our accounting policies, our management has made the following judgments. These
judgments have the most significant effect on the amounts recognized in the consolidated financial statements:
Consolidation of Entities
In course of our operations, we use services from entities in which we do not hold the majority of voting rights. These
entities are either:
● operating services companies for providing payroll and support services;
● operating e-commerce services in countries where a local partner is required to hold majority of the voting rights; or
● owned by group executives acting as de-facto agent for us.
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As of December 31, 2020 and 2019, we have determined that we control these entities as we have power over the
investees, rights to variable returns and the ability to use our power over the investee to affect the amount of these returns.
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if
it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it
considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the
commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within
its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant
leasehold improvements or significant customization to the leased asset).
Revenue from Contracts with Consumers
We apply the following judgments that significantly affect the determination of the amount and timing of revenue from
contracts with consumers:
Principal versus Agent Considerations
We enter into contracts where we act as a seller, determine the price of goods and bear the obligation to deliver those
goods to the consumer. We have determined that, under these contracts, we control the goods before they are transferred to
consumers. Thus, we are a principal in these contracts. Additionally, in cases where we enter into transaction wherein we provide
fulfillment and marketing services, we are obliged to deliver the services and have discretion to set the price for such services.
Thus, we are also considered a principal in such transactions.
In cases where we enter into a contract to provide vendors with access to our selling platform so that they can sell goods
directly to consumers, we have no discretion to set the price of such goods and no inventory risk with respect to such goods.
Thus, we are considered an agent in such transactions.
Estimates and Assumptions
Uncertain Tax Positions
The application of tax rules to complex transactions is sometimes open to interpretation, both by us and taxation
authorities. Those interpretations of tax law that are unclear are generally referred to as uncertain tax positions.
Uncertain tax positions are assessed and reviewed by management at the end of each reporting period. Liabilities are
recorded for tax positions that are determined by management as more likely than not to result in additional taxes being levied if
the positions were to be challenged by the tax authorities. The assessment relies on estimates and assumptions and may involve a
series of judgments about future events. These judgments are based on the interpretation of tax laws that have been enacted or
substantively enacted by the end of the reporting period, and any known court or other rulings on such issues. Liabilities for
penalties, interest and taxes are recognized based on management’s best estimate of the expenditure required to settle the
obligations at the end of the reporting period. Management’s best estimate of the amount to be provided is determined by their
judgment and, in some cases, reports from independent experts.
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Share-Based Compensation
For grants subsequent to July 1, 2017, but prior to May 10, 2019, we measured the fair value of our ordinary shares and
of our call options as follows: the fair value of our ordinary shares was based on the income approach to estimate our equity
value. The future cash flows are discounted using a weighted average cost of capital that takes into consideration the stage of
development of the business in each of the countries in which we operate.
For grants subsequent to May 10, 2019 (grants after our initial public offering), the fair value of share is derived based
on the value per ADS of Jumia Technologies AG traded on the New York Stock Exchange converted into Euro.
For all grants subsequent to July 1, 2017, the fair value of our call options is derived from the fair value of our ordinary
shares measured based on the Black-Scholes-Merton formula with the underlying assumptions that:
● The options can be exercised only on the expiry date
● There are no taxes or transaction costs and no margin requirements
● The volatility of the underlying asset is constant and is defined as the standard deviation of the continuously
compounded rates of return on the share over a specified period
● The risk-free interest rate is relatively constant over time
This estimate also requires determination of the most appropriate inputs to the valuation model including the expected
life of the share option, volatility and dividend yield. These inputs, and the volatility assumption in particular, are considered to
be highly complex and subjective. Because our shares had not been publicly traded before April 12, 2019, we lack sufficient
company-specific historical and implied volatility information for our shares. Therefore, we estimate expected share price
volatility based on the historical volatility of publicly traded peer companies and expect to continue to do so until such time as we
have adequate historical data regarding the volatility of our own traded share price.
Further details can be found in Note 15, “Share-based compensation” to our audited consolidated financial statements
included elsewhere in this Annual Report.
We have agreed to indemnify the members of the management board against income tax liabilities they may incur with
respect to income received from us, including from share-based payment instruments granted by us in excess of a total tax
liability of 25% of the relevant income in countries where they are not tax resident up to a total amount of €40 million. For more
information, see Item 6. “Directors, Senior Management and Employees—B. Compensation—Compensation of the Members of
our Management Board and Senior Management.”
Inventories
The valuation of inventory at net realizable value requires judgments, based on currently-available information, about
the likely method of disposition, such as through sales to individual consumers, returns to product vendors, or liquidations, and
expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently
uncertain and changes in estimates and assumptions may cause material write-downs in the future. Further details can be found in
note 8 to our audited consolidated financial statements included elsewhere in this Annual Report.
Impairment of trade and other receivables
Receivables from end customers, third party logistics providers and payment services providers are expected to be
collected in a very short period following delivery of the goods. If uncollected after 15 days, these balances are fully provisioned
unless there is a clear indicator of commitment to pay. This assessment is based on the agreement with these parties as well as the
historical expectation of collection. Due to the very short cycle of collection pattern, Management estimates that the application
of the above accounting policy would not materially differ from the application of the expected credit losses model (ECL).
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On receivables from corporate customers, the Group calculated an allowance for expected credit losses (“ECLs”)
applying the simplified method permitted by IFRS 9 for trade receivables at reporting date. The Group did not track changes in
credit risk, but instead calculated a loss allowance based on lifetime ECLs. Using the practical expedient that is allowed by the
standard, the Group has established provision matrices that are based on its historical credit loss experience for the previous
years, adjusted for non-recurring events and for forward-looking factors per country which incorporated several macroeconomic
elements such as the countries’ GDP, unemployment rates. As the ECL calculated did not materially differ from the application
of the accounting policy of the Group, which is based on the ageing of the balances, no additional expense was recognized within
General and administrative expense.
The Group determines the probability of default upon the initial recognition of the asset. However, in certain cases, the
Group may also consider a financial asset to be in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Leases- Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the leases, therefore, it uses its incremental borrowing
rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar
term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar
economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be
adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency).
The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make
certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
Quantitative and qualitative disclosures about market risk
We are exposed to a variety of risks in the ordinary course of our business, including, but not limited to, foreign
currency risk. We regularly assess each of these risks to minimize any adverse effects on our business as a result of those factors.
For discussion and sensitivity analyses of our exposure to these risks, see “Financial Statements – Note 31”.
G. Safe Harbor
See “Information Regarding Forward-Looking Statements”.
H. Non-GAAP financial measures
See “Non-IFRS and Other Financial and Operating Metrics”.
Item 6. Directors, Senior Management and Employees
A. Directors and Management
Overview
We are a German stock corporation (Aktiengesellschaft or AG) with registered seat in Germany. We are subject to
German legislation on stock corporations, most importantly the German Stock Corporation Act (Aktiengesetz). In accordance
with the German Stock Corporation Act, our corporate bodies are the management board (Vorstand), the supervisory board
(Aufsichtsrat) and the shareholders’ meeting (Hauptversammlung). Our management and supervisory boards are entirely separate
and, as a rule, no individual may simultaneously be a member of both boards.
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Our management board is responsible for the day-to-day management of our business in accordance with applicable
laws, our articles of association (Satzung) and the management board’s internal rules of procedure (Geschäftsordnung). Our
management board represents us in our dealings with third parties. The authority to direct the Company is vested in the
management board by applicable laws.
The principal function of our supervisory board is to supervise our management board. The supervisory board is also
responsible for appointing and removing the members of our management board, representing us in connection with transactions
between a current or former member of the management board and us, and granting approvals for certain significant matters. The
supervisory board is not permitted to make management decisions and, unlike the management board, the supervisory board does
not have the authority to direct the Company. As a result, the supervisory board is not the equivalent of a board of directors in the
United States.
Our management board and our supervisory board are solely responsible for and manage their own areas of competency
(Kompetenztrennung); therefore, neither board may make decisions that, pursuant to applicable law, our articles of association or
the internal rules of procedure are the responsibility of the other board. Members of both boards owe a duty of loyalty and care to
us. In carrying out their duties, they are required to exercise the standard of care of a prudent and diligent businessperson. If they
fail to observe the appropriate standard of care, they may become liable to us.
In carrying out their duties, the members of both boards must take into account a broad range of considerations when
making decisions, including our interests and the interests of our shareholders, employees, creditors and, to a limited extent, the
general public, while respecting the rights of our shareholders to be treated on equal terms. Additionally, the management board
is responsible for implementing an internal monitoring system for risk management purposes.
Our supervisory board has comprehensive monitoring responsibilities. To ensure that our supervisory board can carry
out these functions properly, our management board must, among other duties, regularly report to our supervisory board
regarding our current business operations and future business planning (including financial, investment and personnel planning).
In addition, our supervisory board or any of its members is entitled to request special reports from the management board on all
matters regarding the Company, our legal and business relations with affiliated companies and any business transactions and
matters at such affiliated companies that may have a significant impact on our position at any time.
Under German law, our shareholders have no direct recourse against the members of our management board or the
members of our supervisory board in the event that they are believed to have breached their duty of loyalty and care to us. Apart
from insolvency or other special circumstances, only we have the right to claim damages against the members of our two boards.
We may waive these claims to damages or settle these claims only if at least three years have passed since a claim
associated with any violation of a duty has arisen and only if our shareholders approve the waiver or settlement at a shareholders’
meeting with a simple majority of the votes cast; provided that no shareholders who in the aggregate hold one-tenth or more of
our share capital oppose the waiver or settlement and have their opposition formally recorded in the meeting’s minutes
maintained by a German civil law notary.
Supervisory Board
German law requires that the supervisory board consists of at least three members, whereby the articles of association
may stipulate a certain higher number. Our supervisory board currently consists of eight members with one seat currently vacant
following the resignation of Matthew Odgers in July 2020. German law further requires the number of supervisory board
members to be divisible by three if this is necessary for the fulfillment of co-determination requirements. This does not apply to
us as we are currently not subject to co-determination. As we grow, this may change and our supervisory board may be required
to include employee representatives subject to the provisions of the German One-Third Employee Representation Act
(Drittelbeteiligungsgesetz), which applies to companies that have at least 500 employees, and the German Codetermination Act
(Mitbestimmungsgesetz), which applies to companies that
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have at least 2,000 employees. In case the German Codetermination Act (Mitbestimmungsgesetz) applies to a company, 30% of
the supervisory board members must be women. This currently does not apply to us.
The supervisory board has set certain targets for the composition of the supervisory board, including:
● at least 37.5% female members serving on our supervisory board by December 31, 2023 and
● an age limit of seventy years at the time of appointment.
The members of our supervisory board are elected by the shareholders’ meeting in accordance with the provisions of the
German Stock Corporation Act (Aktiengesetz). German law does not require the majority of our supervisory board members to be
independent and neither our articles of association nor the rules of procedure for our supervisory board provide otherwise.
However, the rules of procedure for our supervisory board provide that the supervisory board shall, taken as a whole, comprise
of, in its own estimation, an adequate number of independent members.
Under German law, a member of a supervisory board may be elected for a maximum term of up to approximately five
years, depending on the date of the shareholders’ meeting at which such member is elected. Re-election, including repeated re-
election, is permissible. However, the rules of procedure of our supervisory board stipulate that persons having been a member of
our supervisory board should not be proposed to the shareholders’ meeting for re-election. The shareholders’ meeting may
specify a term of office for individual members or all of the members of our supervisory board which is shorter than the standard
term of office and, subject to statutory limits, may set different start and end dates for the terms of members of our supervisory
board.
The shareholders’ meeting may, at the same time as it elects the members of the supervisory board, elect one or more
substitute members. The substitute members replace members who cease to be members of our supervisory board and take their
place for the remainder of their respective terms of office. Currently, no substitute members have been elected or have been
proposed to be elected.
Members of our supervisory board may be dismissed at any time during their term of office by a resolution of the
shareholders’ meeting adopted by at least a simple majority of the votes cast. In addition, any member of our supervisory board
may resign at any time by giving one month’s written notice of his or her resignation to the chairperson of our supervisory board
(in case the chairperson resigns, such notice is to be given to the deputy chairperson) or to the management board. The
management board, the chairperson of our supervisory board or in case of a resignation by the chairperson, his/her deputy may
agree upon a shorter notice period.
Our supervisory board elects a chairperson and a deputy chairperson from its members. The deputy chairperson
exercises the chairperson’s rights and obligations whenever the chairperson is unable to do so. The members of our supervisory
board have elected Jonathan D. Klein as chairperson, who is independent, and John H. Rittenhouse as deputy chairperson, each
for the term of their respective membership on our supervisory board.
The supervisory board meets at least twice during the first half and twice during the second half of each calendar year.
Our articles of association and the supervisory board’s rules of procedure provide that a quorum of the supervisory board
members is present if at least half of its members participate in the vote. Members of our supervisory board are deemed present if
they participate via telephone or other electronic means of communication (especially via video conference) or abstain from
voting unless the chairperson issues an order deviating therefrom. Any absent member may also participate in the voting by
submitting his or her written vote through another member.
Resolutions of our supervisory board are passed by the vote of a simple majority of the votes cast unless otherwise
required by law, our articles of association or the rules of procedure of our supervisory board. In the event of a tie, the
chairperson of the supervisory board has the casting vote. Our supervisory board is not permitted to make management decisions,
but, in accordance with German law and in addition to its statutory responsibilities, it has determined that certain matters require
its prior consent, including:
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● material modification of the fields of business of our company and the termination of existing and commencement of new
fields of business;
● change of our company’s tax residence, registered office or principal place of business or change of the legal form;
● disposition of any of the “Jumia” word marks or any other word and figurative marks currently owned by our company;
● adoption, amendment or rescission of the combined annual business plan for our company including the related investment,
budget and financial planning;
● entering into credit or loan agreements or other financing agreements as a borrower in excess of €5.0 million in the
individual case as well as changes to our credit line in excess of €5.0 million;
● granting of loans (i) in excess of €1.0 million in the individual case or €2.0 million in the aggregate per year (excluding loans
to majority-owned companies or loans granted in the ordinary course of business, e.g., to suppliers or landlords) or (ii) to
employees in excess of €100,000 in the individual case excluding wage and salary advances;
● individual investments in fixed assets exceeding €4.0 million in the individual case or exceeding the agreed annual
investment budget by more than €8.0 million in total;
● granting of collateral, pledge or transfer as security of assets of our company, assumption or taking over of guarantees or
similar liabilities or of sureties or personal guarantees, payment guarantees and of any and all obligations similar to personal
guarantees (bürgschaftsähnliche Verpflichtungen), issuance of letters of comfort (Patronatserklärungen) as well as issuance
of notes payable (Eingehen von Wechselverbindlichkeiten) in excess of an amount of € 7.0 million or outside the ordinary
course of business, provided, however, that statutory and/or customary securities and/or liabilities of the aforementioned
kind (e.g. lessor’s lien, liens in connection with commercial loan insurances, retention of title, custom and tax deposits, etc.)
or securities and/or liabilities for the benefit of majority-owned companies shall always be considered as inside the ordinary
course of business;
● futures transactions concerning currencies, securities and exchange traded goods and rights as well as other transactions with
derivative financial instruments in excess of €2.0 million and made outside the ordinary course of business, provided,
however, that hedging transactions to limit corresponding risks shall always be in the ordinary course of business;
● acquisition or disposal of operational subsidiaries or enterprises, including joint ventures, participations in enterprises or
independent divisions of a business, other than the acquisition of shelf companies, exceeding an amount of €1.0 million in
the individual case or €2.5 million in total on an annual basis;
● capital measures in companies in which an interest is held, provided that third parties participate in such capital measure and
that such third parties pay more than € 3.5 million for the subscription of the shares;
● encumbrance of shares, if such shares secure a claim of more than €7.0 million, as well as liquidation of companies;
● material changes to the business of a subsidiary which accounts for at least € 2.0 million in terms of total assets, revenues or
gross profit;
● introduction and amendment of an employee incentive system involving the granting of shares in our company or virtual
shares, or other share price-related incentives;
● execution, amendment or termination of agreements with definitively committed payment obligations exceeding €8.0 million
unless specifically provided for in an approved business plan, in which case an approval is only required in case the payment
obligations exceed € 12.0 million;
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● initiation or termination of court cases or arbitration proceedings involving an amount in controversy greater than €1.0
million in the individual case;
● conclusion, amendment or termination of enterprise agreements pursuant to Sections 291 et seqq. of the German Stock
Corporation Act (Aktiengesetz); and
● business dealings of our company or its subsidiaries on the one side and a major shareholder or a party related to such major
shareholder on the other side, except for (i) transactions that do not exceed (individually or together with related or similar
transactions) a market value of €200,000 and (ii) the purchase of merchandise, services and licenses in the ordinary course of
business of our company at arm’s length terms.
Our supervisory board last updated this list on June 9, 2020 and may further amend the list or designate further types of
actions as requiring its approval.
The following table sets forth the names and functions of the current members of our supervisory board, their ages, their
terms (which expire on the date of the relevant year’s general shareholders’ meeting) and their principal occupations outside of
our Company:
Name Age Term expires Principal occupation
Jonathan D. Klein
60
2023 Co-Founder & Deputy Chairman of the Board, Getty Images
John H. Rittenhouse 64 2023
Chairman & Chief Executive Officer, Cavallino Capital LLC; Chairman &
Chief Executive Officer, Vinasset Inc.
Gilles Bogaert
(1)
51 2023
Chairman & Chief Executive Officer, EMEA and LATAM, Pernod Ricard
SA
Andre T. Iguodala 37 2023
Professional Basketball Player, Miami Heat, National Basketball
Association
Blaise Judja-Sato 56 2023 Founder, VillageReach; Founder, Resilience Trust
Angela Kaya Mwanza 50 2024
Private Wealth Advisor & Senior Portfolio Manager, UBS Private Wealth
Management
Aminata Ndiaye 42 2023
Senior Vice President of Marketing, Digital & Customer Experience,
Orange / Middle East & Africa
(1) Pursuant to Section 7.2 of our shareholders agreement entered into with our then-existing shareholders on December 18,
2018, we and the shareholders agreed to appoint Gilles Bogaert (“PR Member”) and Matthew Odgers (“MTN Member”) to
the supervisory board.
Matthew Odgers resigned from the supervisory board in July 2020.
Alioune Ndiaye, who joined our supervisory board in 2019, resigned in February 2020.
Aminata Ndiaye was appointed to the supervisory board by the annual shareholders’ meeting of June 9, 2020 as
successor to Alioune Ndiaye for the remaining term of his initial appointment.
The business address of the members of our supervisory board is the same as our business address: Skalitzer Straße 104,
10997 Berlin, Germany.
The following is a brief summary of the prior business experience of the members of our supervisory board:
Jonathan D. Klein has been an independent member and the chairman of our supervisory board since January 2019.
Mr. Klein is the co-founder of Getty Images and served as the chief executive officer of Getty Images for over 20 years, prior to
becoming its chairman in 2015 and his current service as its deputy chairman. Mr. Klein currently serves as a member of the
board of directors for several other institutions including Squarespace, Etsy, Bloom & Wild, Kano, Kegtails and the Committee
to Protect Journalists. Mr. Klein also serves as executive-in-residence at General Catalyst Partners. Mr. Klein received his
master’s degree in law from the University of Cambridge.
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John H. Rittenhouse has been a member of our supervisory board since January 2019. He is also a member of the
supervisory board at HelloFresh SE. Mr. Rittenhouse is the founder of Cavallino Capital, LLC and currently serves as its chief
executive officer and chairman of the board of directors. Additionally, he is the founder, chief executive officer and chairman of
the board of directors of VinAsset, Inc. Prior to his work with Cavallino Capital and VinAsset, Mr. Rittenhouse served as the
national practice leader of operations risk management at KPMG LLP and chief logistics and operating officer at Wal-Mart.com
USA. Mr. Rittenhouse attended Rollins College where he received a certification for business and operations management,
Haslam College of Business where he received an Executive Master of Business Administration certification and St. Patrick’s
Seminary & University, an affiliate of the University of San Francisco, where he received a degree in theology.
Gilles Bogaert has been a member of our supervisory board since January 2019. Mr. Bogaert is Chairman and Chief
Executive Officer of EMEA (Europe, Middle East and Africa) and LATAM (Latin America) at Pernod Ricard EMEA LATAM, a
role he has held since July 1, 2018. Previously, he served in several senior management positions at Pernod Ricard over the last
two decades. In November 1998, he was appointed Chief Financial Officer of Pernod Ricard Argentina and in February 2002,
Chief Financial Officer of Pernod Ricard Central & South America. In June 2003, he became Audit & Business Development
Director of Pernod Ricard’s Group. In July 2008, he was appointed Chief Executive Officer of Pernod Ricard Brasil and, in 2009
Group Managing Director in charge of Finance, IT and Operations of Pernod Ricard till 2018. He is a graduate of the ESCP
(Graduate Management School of Paris) and is a holder of the DECF “Diploma of accounting and financial studies”.
Andre T. Iguodala has been a member of our supervisory board since January 2019. Mr. Iguodala is an NBA basketball
player with the Miami Heat. He won three NBA Championships as a member of the Golden State Warriors in 2015, 2017 and
2018. In 2015, Mr. Iguodala received the NBA Finals Most Valuable Player Award. He was an NBA All-Star in 2012 and has
been named to the NBA All-Defensive Team twice. Mr. Iguodala was also a member of the United States national team at the
2010 FIBA World Championship and 2012 Summer Olympics, winning the gold medal both times. As a venture capitalist, Mr.
Iguodala is deeply engaged in the technology community and to date has invested in over 50 companies through F9 Strategies,
including Zoom, Datadog, Robinhood, PagerDuty, Cloudfare, AllBirds and Goat. Mr. Iguodala created The Players Technology
Summit with his business partner Rudy Cline-Thomas, which convenes top executives and leaders in the technology, venture
capital and sports communities to exchange ideas and share expertise in an educational and empowering forum. His memoir,
“The Sixth Man,” was published by Penguin Random House in June 2019 and debuted at #6 on the New York Times Best Sellers
Nonfiction list. He attended the University of Arizona before declaring for the 2004 NBA Draft following his sophomore year.
Blaise Judja-Sato has been a member of our supervisory board since January 2019. He is the founder of VillageReach
and the Resilience Trust, which he founded in 2001 and 2015, respectively. He served as executive director at the International
Telecommunication Union from 2009 to 2015, founder and president of the Nelson Mandela Foundation USA, which he founded
in 2000, co-head of global development initiative at Google from 2006 to 2007, director of international business development at
Teledesic from 1997 to 2001, regional managing director at AT&T from 1996 to 1997 and a senior consultant at Accenture from
1988 to 1992. Mr. Judja-Sato earned an MBA from The Wharton School at the University of Pennsylvania. He holds a Master of
Science in engineering from Telecom ParisTech and a master’s degree in mathematics from the University of Montpellier.
Angela Kaya Mwanza has been a member of our supervisory board since March 2019. Ms. Mwanza is a co-founder of
Evergreen Wealth Management at UBS Private Wealth Management. She serves on UBS’ Sustainable Investing Advisory
Council and on the boards of One Community, Global Health Alliance, Grassroot Soccer, Beespace, Grace Farms Foundation
and the Doris Duke Charitable Foundation. Ms. Mwanza is a leader in the field of private wealth management and was named
one of the “46 Leaders in Sustainable Investing (Who are Also Women)” by Forbes in 2018. She holds a Master of Business
Administration (MBA) from Cornell University and both a bachelor’s and a master’s degree in linguistics from the University of
Konstanz in Germany.
Aminata Ndiaye has been a member of our supervisory board since June 2020. Ms. Ndiaye is the senior vice president
of marketing, digital & customer experience at Orange / Middle East & Africa. She has over fifteen years of experience in
marketing, communication, mobile banking, digital transformation and management in the telecommunications industry. After
starting her career at Accenture in change management, she joined the Orange Group
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in 2004. In 2006, she joined Sonatel where she held several positions including chief marketing & digital officer. Ms. Ndiaye
holds degrees from Ecole Polytechnique de Paris and Ecole Nationale Supérieure des Télécommunications de Paris.
Management Board and Senior Management
Management Board
Pursuant to our articles of association, our management board consists of one or several members. Our supervisory
board determines the exact number of members of our management board. The supervisory board may appoint one or several
chairpersons and a deputy chairperson of the management board. At present, our management board consists of two members.
The members of our management board are appointed by our supervisory board for a term of up to five years. They are
eligible for reappointment or extension, including repeated re-appointment and extension, in each case again for up to an
additional five years. Prior to the expiration of his or her term, a management board member may only be removed from office by
our supervisory board for cause. Examples of cause include a serious breach of duty by a member of the management board, the
inability of a member of the management board to perform his or her duties or a vote of no confidence by the shareholders in a
shareholders’ meeting.
The members of our management board conduct the daily business of our company in accordance with applicable laws,
our articles of association and the rules of procedure for the management board adopted by our supervisory board. They are
generally responsible for the management of our company and for handling our daily business relations with third parties, the
internal organization of our business and communications with our shareholders. In addition, the management board is primarily
responsible for:
● preparing our annual financial statements;
● proposing to our shareholders’ meeting on how our profits (if any) should be allocated; and
● regularly reporting to the supervisory board on our current operating and financial performance, our budgeting and planning
processes and our performance under them, and on future business planning (including strategic, financial, investment and
personnel planning).
A member of the management board may not deal with or vote on matters relating to proposals, arrangements or
contractual agreements between himself or herself and our company and may be liable to us if he or she has a material interest in
any contractual agreement between our company and a third party which is not disclosed to and approved by our supervisory
board.
The rules of procedure for our management board provide that certain matters require a resolution of the entire
management board, in addition to transactions for which a resolution adopted by the entire management board is required by law
or required by our articles of association. In particular, the entire management board shall decide on, among others:
● the strategy of our company, fundamental issues of the business policy and any other matters, especially national or
international business relations, which are of special importance and scope for our company;
● the annual and multi-year business planning for our company, and in particular the related investment and financial planning;
● the preparation of the annual financial statements and the management report, the consolidated financial statements and the
group management report, as well as semi-annual and quarterly financial reports, interim announcements and other
comparable reports;
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● convening of our shareholders’ meetings and proposed resolutions of the management board to be submitted to the
shareholders’ meeting for a resolution;
● the periodic reporting to the supervisory board;
● matters which require the approval of our supervisory board pursuant to the rules of procedure of the management board;
● matters which impact more than one member of the management board’s area of responsibility; and
● fundamental issues relating to personnel matters.
Members of our Management Board
The following table sets forth the names and functions of the current members of our management board, their ages and
their terms:
Name Age Term ends Principal occupation
Jeremy Hodara 39 December 31, 2022 Co-Chief Executive Officer
Sacha Poignonnec 40 December 31, 2022 Co-Chief Executive Officer
The business address of the members of our management board is the same as our business address: Skalitzer Straße
104, 10997 Berlin, Germany.
In 2020, a new service agreement for the members of the management board was concluded with approval of the
supervisory board on December 10, 2020. The management board term for both, Jeremy Hodara and Sacha Poignonnec, was
prolonged to December 31, 2022.
The following is a brief summary of the business experience of the members of our management board:
Jeremy Hodara cofounded our company in 2012, and has been serving as our co-chief executive officer since that time.
Together with Sacha Poignonnec, he has built Jumia into a leading e-commerce platform in Africa. Prior to founding Jumia,
Mr. Hodara worked as an engagement manager at McKinsey and Company from 2006 to 2012, where he specialized in retail
and e-commerce consulting. Mr. Hodara earned a master’s degree in business management from the HEC School of Management
in Paris, France.
Sacha Poignonnec cofounded our company in 2012, and has been serving as our co-chief executive officer since that
time. Together with Jeremy Hodara, he has built Jumia into a leading e-commerce ecosystem in Africa. Prior to founding Jumia,
Mr. Poignonnec worked at McKinsey and Company from 2007 to 2012, first as an associate, then as an engagement manager,
and finally as an associate partner. While at McKinsey and Company, Mr. Poignonnec developed expertise in the packaged goods
and retail sectors. From 2005 to 2007, Mr. Poignonnec was a manager at Aon Accuracy and from 2002 to 2004 he was an
associate at Ernst & Young. Mr. Poignonnec holds a master’s degree in finance from the EDHEC Business School.
Member of our Senior Management
Antoine Maillet-Mezeray, age 51, is our chief financial officer. As such, he serves as a member of our senior
management but not as a member of our management board. Mr. Maillet-Mezeray’s business address is the same as our business
address: Skalitzer Straße 104, 10997 Berlin, Germany.
Antoine Maillet-Mezeray joined our company in 2016 and has served as our chief financial officer since that time. Mr.
Maillet-Mezeray began his career with Mazars, where he worked as an auditor from 1994 to 1997. From 1997 to 2015, Mr.
Maillet-Mezeray worked for several technology companies as either the chief executive officer or chief
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financial officer, in which roles he built and led finance teams with significant operating scale and complexity. Mr. Maillet-
Mezeray holds a master’s degree in finance from Neoma Business School in France as well as a master’s degree in philosophy.
B. Compensation
We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our
supervisory board members, management board members and members of senior management for services in all capacities to us
or our subsidiaries for the year ended December 31, 2020, as well as the amount contributed by us or our subsidiaries to
retirement benefit plans for our supervisory board members, management board members and members of senior management.
Compensation of Supervisory Board Members
Under mandatory German law, the compensation of the supervisory board of a German stock corporation
(Aktiengesellschaft) is determined by the annual general meeting. In the annual general meeting held on June 9, 2020, our
shareholders resolved the following compensation system:
● Ordinary members of the supervisory board receive a fixed compensation in the amount of €75,000 per annum. The
chairperson of the supervisory board receives a fixed compensation in the amount of €150,000 per annum.
● The chairperson of the audit committee receives an additional fixed compensation of €40,000 per annum (in the
financial year ending December 31, 2020 only, this amount was increased by €257,000) and any other member of the
audit committee an additional fixed compensation in the amount of €20,000 per annum.
● The chairperson of the compensation committee as well as the chairperson of the corporate governance and nomination
committee each receives an additional fixed compensation of €20,000 per annum and any other member of the
compensation committee as well as the corporate governance and nomination committee an additional compensation in
the amount of €10,000 per annum.
● We do not pay fees for attendance at supervisory board or committee meetings.
● The members of the supervisory board are entitled to reimbursement of their reasonable out-of-pocket expenses
incurred in the performance of their duties as supervisory board members as well as the value added tax on their
compensation and out-of-pocket expenses.
● The members of the supervisory board are included in our company’s D&O insurance.
Our supervisory board was established for the first time upon the conversion of Africa Internet Holding GmbH into
Jumia Technologies AG, which was resolved upon on December 17 and 18, 2018 and became effective by registration with the
commercial register on January 31, 2019. Our legal predecessor, Africa Internet Holding GmbH, did not have a supervisory
board. Therefore, for the business years 2018 and earlier, no remuneration or benefits in kind were granted to supervisory board
members, and no amounts were set aside or accrued by us for these purposes.
Jonathan D. Klein is the only member of our supervisory board who beneficially owns ordinary shares / ADS of our
company. As of January 1, 2021, Mr. Klein held 44,137 ADS.
Compensation of the Members of our Management Board and Senior Management
We have entered into agreements with all current members of our management board and senior management. These
agreements generally provide for a base salary and an annual bonus. In addition to these fixed and variable compensation
components under the terms of their service agreements, the members of our management board and senior management are
entitled to specific insurance benefits (including accident and directors’ and officers’ insurance)
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and reimbursement of necessary and reasonable disbursements. In early 2019, a one-time bonus in the aggregate amount of €5.0
million was given to members of our management board, senior management and certain other employees. In addition, we have
agreed to indemnify the members of the management board against income tax liabilities related to shares or share-based
payment instruments granted by us in excess of a total tax liability of 25% of the relevant income in countries where they are not
tax resident up to a total amount of €40 million.
We believe that the agreements between us and the members of our management board and senior management provide
for payments and benefits (including upon termination of employment) that are in line with customary market practice.
In the year ended December 31, 2020, the two members of our management board and one member of our senior
management received total compensation of €1.1 million, which includes the base salary as well as any variable and other
compensation. Our shareholders’ meeting on February 15, 2019 resolved not to disclose the individual total compensation for
each member of the management board.
The following table provides information about outstanding options for ordinary shares held by each member of our
management board and senior management.
Number of Ordinary Shares
Name Underlying Options/Units Option Exercise Price (in €)
Jeremy Hodara
JSOP 2016 141,596.16 1.00
SOP 2019 134,644.00 1.00
SOP 2020 500,000.00 1.50
VRSUP 2020 500,000.00 n/a
Sacha Poignonnec
JSOP 2016 141,596.16 1.00
SOP 2019 134,644.00 1.00
SOP 2020 500,000.00 1.50
VRSUP 2020 500,000.00 n/a
Antoine Maillet-Mezeray * 1.00
* Represents beneficial ownership of less than 1%.
Parts of the options included in the table above represent options originally granted to our management board and senior
management on various dates pursuant to the JSOP 2016 (as defined below), and were rolled up and converted via amendments
to each individual option agreement subsequent to the conversion of Africa Internet Holding GmbH to Jumia Technologies AG
and increased following the capital increase from own resources in early 2019. This roll-up, conversion and increase in options
resulted in the fractional amount of options held by each member of our management board and senior management. As uneven
shares cannot be exercised, the amendment agreements used to effectuate the roll-up and conversion of the options require that
any uneven options will be cashed out when the options are exercised. The options are exercisable in accordance with the terms
of the JSOP 2016 and each relevant individual amended option agreement. The options do not have any expiration date; however,
under the JSOP 2016, they may expire in the case of certain bad leaver events. Some of the options held by Jeremy Hodara and
Sacha Poignonnec include vesting criteria that go beyond those of other participants in the JSOP 2016. These additional vesting
criteria include reaching certain profitability and valuation targets.
In addition, each member of the management board received 134,644 stock options under the SOP 2019 (as defined
below). The options are subject to a specific GMV target being reached and expire seven years after the end of the four-year
waiting period as well as in the case of certain bad leaver events.
Both members received 500,000 stock options under the SOP 2020 (as defined below). The options are subject to a
specific GMV target being reached and expire two years after the end of the four-year waiting period as well as in the case of
certain bad leaver events. In addition, 500,000 units under the VRSUP 2020 (as defined below) were granted to each member of
the management board.
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We do not separately set aside amounts from pensions, retirement or other benefits for members of our management
board and senior management, other than pursuant to relevant statutory requirements.
Share-Based Incentive Plans
Stock Option Program 2016 (JSOP 2016)
As at 31 December 2020, most all options granted under the JSOP 2016 have been fully vested.
Option Programs 2019
SOP 2019
In 2019, Jumia Technologies AG established a new stock option plan, the SOP 2019, under which stock options were
granted to beneficiaries. On May 15, 2020 additional stock options were granted under the SOP 2019.
Each stock option entitles the holder to receive one share of Jumia Technologies AG upon exercise and payment of an
exercise price of €1 per share. The stock options may be exercised after a waiting period of four years from the grant date and
expire following seven years after the end of the waiting period. The exercise of stock options is not possible during defined
blackout periods. Jumia may, at its sole discretion, settle vested stock options in cash instead of issuing shares in Jumia
Technologies AG.
The stock options can only be exercised, if the average annual growth rate of the GMV amounts to at least 10% during
the four year waiting period. If this target is not met, all options will lapse. This condition is classified under IFRS 2 as a non-
market performance condition and thus, the probability of achievement has to be reassessed at each reporting date. Only for
certain grants in 2020 this condition has been classified as a non-vesting condition, as the vesting period is shorter than the period
in which this criterion has to be met. In this case, the probability of achievement has been derived as at the grant date and is
reflected in the fair value and is not reassessed subsequently.
Moreover, the stock options are subject to vesting requirements. The stock options shall generally vest in one or more
tranches. The SOP 2019 plan sets out several criteria of bad leaver and good leaver cases. For beneficiaries, who are members of
the management board, the total vesting period shall be at least four years and all unexercised options will be forfeited, if the
employee resigns and start working for a competitor within six months after resignation. If other beneficiaries (i.e. not members
of the management board) resign before the vesting date as specified in the individual grant agreements and are classified as good
leaver, all vested stock options will be retained.
However, all unexercised stock options will be forfeited, if a beneficiary terminates the employment within four years
after the IPO on April 12, 2019.
The stock options granted in 2020 will vest either 3 or 4 years after the IPO according to the individual grant
agreements.
If Jumia Technologies AG pays dividends during the waiting period or exercise period, the beneficiaries are entitled to
receive a dividend payment for each vested but not yet exercised stock option. However, Jumia Technologies AG does not expect
to pay dividends during the next years.
The stock options of the SOP 2019 are an equity-settled plan as the beneficiaries receive one share for each exercised
option. For equity-settled awards, the expenses to be recognized are determined based on the grant date fair value of the awards.
The fair value will not be subsequently remeasured after the grant date.
The expenses are recognized over the relevant vesting period. The vesting period started on the grant date.
As at December 31, 2020 a reassessment of the probability that the average annual growth rate of the Gross
Merchandise Volume amounts to at least 10% during the four years waiting period has been performed for these grants
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where this condition is classified as a non-market performance condition. Due to lower projected Gross Merchandise Volume in
the subsequent years compared to the previous projections, a probability of 50% of achieving this criterion has been derived
based on a stochastic simulation of possible Gross Merchandise Volumes in the future.
Virtual Restricted Stock Unit Program 2019
In 2019, Jumia Technologies AG established a new Virtual Restricted Stock Unit Program (VRSUP 2019), under which
Restricted Stock Units (“RSU”) were granted to beneficiaries. On May 15, 2020 additional RSUs were granted under the VRSUP
2019.
Jumia Technologies AG is entitled, at its sole discretion, to settle any claims under the VRSUP 2019 either in cash or in
equity. If Jumia settles the RSUs in cash, the beneficiaries will receive a payment in the amount of the average share price
(closing prices) on the ten trading days prior to the last half year report of Jumia. The VRSUP 2019 is accounted for as an
equity-settled plan.
The individual grant agreement with each beneficiary sets forth the individual number of RSUs and may stipulate
vesting conditions, such as further performance conditions in addition to the common Gross Merchandise Value target and a
maximum payout amount.
All RSUs will be forfeited if a beneficiary, who is a member of the board of management, resigns and starts working for
a competitor within twelve months after the resignation. Other beneficiaries need to remain employed with Jumia Technologies
AG until the vesting date as specified in the individual grant agreement in order to avoid any forfeiture.
According to the individual grant agreements, the RSUs granted in 2020 will vest on May 15, 2021 (i.e., 1 year after the
grant date).
The specific RSUs granted in 2020 are not subject to any performance conditions or a maximum payout amount (cap).
The fair value per RSU was derived from Jumia’s stock price at the grant date. The fair value per RSU granted in 2020
amounts to €1.86.
Stock Option Program 2020
In 2020, with the approval of the annual general meeting of shareholders, Jumia Technologies AG established a new
stock option plan, the SOP 2020, under which stock options were granted to beneficiaries Jumia granted an individual number of
stock options to beneficiaries under the terms and conditions of the SOP 2020.
Each stock option entitles the holder to receive one share in Jumia Technologies AG (or 0.5 ADS as 1 ADS represents 2
shares of Jumia). The option can be exercised after a waiting period of four years at a price which is determined based on the
average share price of the last 60 trading days prior to the contract date of the individual grant agreements. The exercise period
starts directly after the waiting period and ends two years following the expiry of the waiting period. The exercise of stock
options is prohibited during defined blackout periods. Jumia may, at its sole discretion, settle each vested stock option in cash
instead of issuing a share in Jumia Technologies AG.
The stock options can only be exercised, if the average annual growth rate of the Gross Merchandise Volume amounts
to at least 10% during the four years waiting period. If this performance target is not met, all options will lapse. For specific
grants under the 2020 Plan this condition is classified under IFRS 2 as a non-market performance condition and thus, the
probability of achievement has to be reassessed at each reporting date. For all other grants this condition has been classified as a
non-vesting condition. In this case, the probability of achievement has been derived as at the grant date and is reflected in the fair
value and is not reassessed subsequently.
Moreover, there is a second condition (only) for a part of the stock options granted to certain members of senior
management: The Adjusted EBITDA must be positive for two consecutive quarters by March 31, 2023. If this condition
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is met for one or more Big Countries (Egypt, Ivory Coast, Kenya, Morocco and Nigeria) or Small Countries (Algeria, Ghana,
Senegal, South Africa, Tunisia and Uganda), an individual number of options will vest (if and to the extent of the satisfaction of
the other vesting requirements set out in the terms and conditions) for each country for that the condition is met. A satisfaction of
the condition for a Big Country will result in a vesting of a greater number of stock options than a satisfaction of the condition for
a Small Country. As for the condition related to the Gross Merchandise Volume, this second condition is as well either classified
as a non-market performance condition or as a non-vesting condition depending on the vesting period of the grants and the
respective period in which the condition has to be met.
The stock options are subject to vesting requirements.
The stock options shall generally vest in two tranches. Two-thirds of the granted stock options vest after two years from
the grant date. The remaining one-third of the granted stock options vest after three years from the grant date.
Beneficiaries who are members of the management board will forfeit the right to exercise their options if they resign and
start working for a competitor within six months after resignation.
Other beneficiaries will keep all vested stock options.
If Jumia pays dividends during the waiting period or exercise period, the beneficiaries are entitled to receive a dividend
payment for each vested but not yet exercised stock option. However, Jumia does not expect to pay dividends during the next
years.
The company is accounting for the stock options of the SOP 2020 as an equity settled plan. For equity-settled awards,
the expenses to be recognized are determined based on the grant date fair value of the awards.
As each stock option entitles the holder to receive one share of Jumia, the Fair value per ADS and the exercise price per
ADS have to be divided by 2 in order to derive the value per option.
As at December 31, 2020 a reassessment of the probability that the average annual growth rate of the Gross
Merchandise Volume amounts to at least 10% during the four years waiting period has been performed for these grants where
this condition is classified as a non-market performance condition. Due to lower projected Gross Merchandise Volume in the
subsequent years compared to the previous projections, a probability of 50% of achieving this criterion has been derived based on
a stochastic simulation of possible Gross Merchandise Volumes in the future.
Virtual Restricted Stock Unit Program 2020
The 2020 annual general meeting of shareholders also approved the Virtual Restricted Stock Unit Program 2020 (the
“2020 VRSUP”). Jumia granted an individual number of virtual restricted stock units (“VRSUs”) to beneficiaries under the terms
and conditions of the 2020 VRSUP.
Grants are based on individual grant agreements.
Each beneficiary received an individual grant agreement that includes the individual number of VRSUs. Each VRSU
entitles the holder to receive a cash payment equal to the ten trading day average share price after the publication by the
Company of the later of its last half year report or its last annual financial statements.
For selected employees of the company (i.e. Group 2) and selected employees of affiliated companies (i.e. Group 4),
Jumia is entitled to elect, at its sole discretion, to issue one share for each vested VRSU instead of a settlement in cash.
In general, the VRSUs shall vest one year after the grant and will be paid out as soon as reasonably practicable
following the expiration of a period of twelve trading days after the publication of Jumia’s first half year report or annual
financial statements after the vesting date. All VRSUs will be forfeited if a beneficiary resigns before the payout.
No RSUs are subject to any performance conditions or a maximum payout amount (cap).
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The VRSUP 2020 is recognized as a cash-settled plan for certain beneficiaries (e.g. members of the management board)
and as an equity-settled plan for all other beneficiaries. For cash-settled awards, the expenses are determined on the fair value of
the awards at each reporting date. For equity-settled awards, the expenses to be recognized are determined based on the grant date
fair value of the awards.
The fair value per VRSU was derived based on the observable stock price of Jumia as at the grant date or the reporting
date depending on the cash- or equity-settled classification. The fair value per VRSU amounts to €16.44. The average fair value
per RSU amounts to €11.35.
C. Supervisory Board Practices
Supervisory Board Practices
Decisions are generally made by our supervisory board as a whole; however, decisions on certain matters may be
delegated to committees of our supervisory board to the extent permitted by law. The chairperson, or if he or she is prevented
from doing so, the deputy chairperson, chairs the meetings of the supervisory board and determines the order in which the agenda
items are discussed, the method and order of voting, as well as any adjournment of the discussion and passing of resolutions on
individual agenda items after a due assessment of the circumstances.
In addition, under German law, each member of the supervisory board is obliged to carry out his or her duties and
responsibilities personally, and such duties and responsibilities cannot be generally and permanently delegated to third parties.
However, the supervisory board and its committees have the right to appoint independent experts for the review and analysis of
specific circumstances in accordance with its supervision duties under German law. We would bear the costs for any such
independent experts that are retained by the supervisory board or any of its committees.
The supervisory board may form committees from among its members and charge them with the performance of
specific tasks. The committees’ tasks, authorizations and processes are determined by the supervisory board. Where permissible
by law, important powers of the supervisory board may also be transferred to committees.
Under Section 10 of its rules of procedure, the supervisory board has established an audit committee, a compensation
committee, and a corporate governance and nomination committee. Set forth in the table below are the current members of the
audit committee, the compensation committee, and the corporate governance and nomination committee:
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Name of committee Current Members
Audit committee John H. Rittenhouse (chairperson), Blaise Judja-Sato and
Angela Kaya Mwanza
Compensation committee Jonathan D. Klein (chairperson), Andre T. Iguodala and Blaise
Judja-Sato
Corporate governance and nomination committee Jonathan D. Klein (chairperson), Blaise Judja-Sato and Andre
T. Iguodala
Audit Committee
Our audit committee assists the supervisory board in overseeing the accuracy and integrity of our financial statements,
our accounting and financial reporting processes and audits of our financial statements, the effectiveness of our internal control
system, our risk management system, our compliance with legal and regulatory requirements, the independent auditors’
qualifications and independence, the performance of the independent auditors and the effectiveness of our internal audit
functions. The audit committee’s duties and responsibilities to carry out its purposes include, among others:
● the preparation of the supervisory board recommendation to the shareholders’ meeting on the appointment of the
independent auditors to audit our financial statements and the respective proposal to the supervisory board;
● direct responsibility for the appointment, compensation, retention and oversight of the work of the independent auditors,
who shall report directly to the audit committee, provided that the auditor appointment and termination shall be subject
to approval by the shareholders’ meeting;
● the pre-approval, or the adoption of appropriate procedures to pre-approve, all audit and non-audit services to be
provided by the independent auditors;
● the handling of matters and processes related to auditor independence;
● the establishment, maintenance and review of procedures for the receipt, retention and treatment of complaints received
by us regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous
submission by our employees of concerns regarding questionable accounting or auditing matters; and
● the review and approval of all our related party transactions in accordance with our policies in effect from time to time.
The audit committee shall have the resources and authority appropriate to discharge its duties and responsibilities,
including the authority to select, retain, terminate, and approve the fees and other engagement terms of special or independent
counsel, accountants or other experts and advisors, as it deems necessary or appropriate, without seeking approval of the
management board or supervisory board. We shall provide for appropriate funding, as determined by the audit committee, in its
capacity as a committee of the supervisory board, for payment of compensation to the independent auditors engaged for the
purpose of preparing or issuing an audit report or performing other audit, review or attest services for us, compensation of any
advisers employed by the audit committee, and ordinary administrative expenses of the committee that are necessary or
appropriate in carrying out its duties.
The audit committee consists of at least three members and, subject to certain limited exceptions, each member of the
audit committee must be independent according to the following criteria:
● no member of the audit committee may, directly or indirectly, accept any consulting, advisory or other compensatory
fees from our company or its subsidiaries other than in such member’s capacity as a member of our supervisory board
or any of its committees; and
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● no member of the audit committee may be an “affiliated person” of our company or any of its subsidiaries except for
such member’s capacity as a member of our supervisory board or any of its committees; for this purpose, the term
“affiliated person” means a person that directly or indirectly, through one or more intermediaries, controls or is
controlled by, or is under common control of our company or any of its subsidiaries.
At least one member of the audit committee shall qualify as an “audit committee financial expert” as defined under the
Exchange Act. Our audit committee financial expert is John Rittenhouse.
Compensation Committee
Our compensation committee consists of three members, one of whom is the chairperson of the supervisory board. Our
compensation committee is responsible for:
● considering all aspects of compensation and employment terms for the management board, and in this regard (i) making
recommendations to and preparing decisions for the supervisory board, (ii) preparing presentations to the shareholders’
meeting (as applicable), to discuss amendments to existing, or the establishment of new, employment agreements for
the members of the management board, including issues of compensation guidelines, incentive programs, strategy and
framework;
● considering the compensation and general employment terms for second level executives, and in this regard it is
authorized to make recommendations to the management board;
● commissioning, when appropriate, its own independent review of the compensation guidelines and the compensation
packages paid to the members of the management board, to ensure that the guidelines reflect the best practices and that
the packages remain competitive and in line with market practice;
● presenting an evaluation of the management board’s performance and making a recommendation to the supervisory
board regarding the employment terms and compensation of the management board;
● assisting the supervisory board in the oversight of regulatory compliance with respect to compensation matters,
including monitoring our system for compliance with the relevant provisions of the German Corporate Governance
Code concerning the disclosure of information about compensation for the management board and other senior
executives; and
● examining compensation guidelines that serve as a framework for all compensation matters to be submitted to and
determined by the supervisory board.
Corporate Governance and Nomination Committee
Our corporate governance and nomination committee consists of at least three members. The committee is responsible
for, among other things, preparing all recommendations to the supervisory board with regard to the following items:
● the appointment and dismissal of management board members, as well as the nomination of the management board
chairperson;
● completion of, amendments to and termination of employment contracts with management board members; and
● election proposals for suitable supervisory board candidates to be presented to the shareholders’ meeting.
Additionally, subject to mandatory responsibilities of the entire supervisory board, the corporate governance and
nomination committee, rather than the entire supervisory board, will resolve on most of the transactions requiring
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the approval of the supervisory board, and it has the capacity to provide consent for transactions between us and members of our
management board.
German Corporate Governance Code
The German Corporate Governance Code, or Corporate Governance Code, was originally published by the German
Ministry of Justice (Bundesministerium der Justiz) in 2002 and was most recently amended on December 16, 2019 and published
in the German Federal Gazette (Bundesanzeiger) on March 20, 2020. The Corporate Governance Code contains general
principles (Grundsätze) of corporate law – for informational purposes only – as well as recommendations (Empfehlungen) and
suggestions (Anregungen) relating to the management and supervision of German companies that are listed on a stock exchange.
It follows internationally and nationally recognized standards for good and responsible corporate governance. The purpose of the
Corporate Governance Code is to make the German system of corporate governance transparent for investors. The Corporate
Governance Code includes corporate governance principles and makes recommendations and suggestions with respect to
shareholders and general shareholders’ meetings, the management and supervisory boards, transparency, accounting policies, and
auditing.
There is no obligation to comply with the recommendations or suggestions of the Corporate Governance Code.
However, the German Stock Corporation Act (Aktiengesetz) does require that the management board and supervisory board of a
German listed company issue an annual declaration that either (i) states that the company has complied with the
recommendations of the Corporate Governance Code or (ii) lists the recommendations that the company has not complied with
and explains its reasons for deviating from the recommendations of the Corporate Governance Code (Entsprechenserklärung). In
addition, a listed company is also required to state in this annual declaration whether it intends to comply with the
recommendations or list the recommendations it does not plan to comply with in the future. The current declaration needs to be
published on the company’s website. In addition, the Corporate Governance Code recommends that previous compliance
declarations remain on the website for five years. If the company changes its policy on certain recommendations between such
annual declarations, it must disclose this fact and explain its reasons for deviating from the recommendations. Noncompliance
with suggestions contained in the Corporate Governance Code need not be disclosed.
Following our listing on the New York Stock Exchange in April 2019, the Corporate Governance Code applies to us and
we are required to issue the annual declarations described above. On December 26, 2019, we issued and published our first
annual compliance declaration. We issued and published our second annual compliance declaration on December 22, 2020. You
can find our annual compliance declarations on our website at investor.jumia.com under Corporate Governance. This website
address is included in this annual report as an inactive textual reference only
D. Employees
As of December 31, 2020, we employed a total of 4,067 full-time equivalent (FTE) employees. Our employees were
based in 16 countries, and 35% of our employees were female and 65% were male as of December 31, 2020.
The following table provides a breakdown of our employees by geography:
As of December 31,
2018 2019 2020
West Africa
2,673
2,310 1,831
North Africa 1,211 1,428 1,172
East and South Africa 869 851 658
Others 375 461 406
Total
5,128
5,050 4,067
As of December 31, 2020, approximately 49% of our workforce consisted of marketplace operations and management
employees, followed by logistics employees at 40%.
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The following table provides a breakdown of our employees by category:
As of December 31,
2018 2019 2020
Marketplace operations and management
2,221 2,289 1,978
Logistics 1,975 2,080 1,622
Other
(1)
932 681 467
Total
5,128 5,050 4,067
(1) Includes 467 consumer service employees as of December 31, 2020.
E. Share Ownership
For information regarding the share ownership of directors and officers, see Item 7. “Major Shareholders and Related
Party Transactions—A. Major Shareholders.” For information as to our equity incentive plans, see Item 6. “Director, Senior
Management and Employees—B. Compensation —Share-Based Incentive Plans.”
Item 7. Major Shareholders and Related Party Transactions
A. Major Shareholders
The following table sets forth information, as of March 1, 2021, regarding the beneficial ownership of our ordinary
shares for:
● Members of our supervisory board;
● Members of our management board;
● Members of our senior management;
● Members of our supervisory board, management board and senior management as a group; and
● Each person, or group of affiliated persons, who has reported to us that such person beneficially owns 5%
or more of our outstanding ordinary shares pursuant to applicable German law.
For further information regarding material transactions between us and principal shareholders, see “Related Party
Transactions” below.
On December 18, 2018, our then-existing shareholders entered into an investment agreement with a new investor,
Pernod Ricard Deutschland GmbH, pursuant to which the new investor agreed to provide additional capital in the aggregate
amount of €75 million against issuance of ordinary shares based on an agreed pre-money valuation of €1.4 billion. As a result, we
issued 5,087,180 new shares to such new investor, which corresponded to 5.08% of the shares in the Company as of January 3,
2019. In connection with this financing round, Pernod Ricard Deutschland GmbH was granted the right to subscribe for
additional ordinary shares at nominal value, if an initial public offering of our shares or ADSs occurs within 18 months from the
date of the investment agreement and the reference price is lower than the initial issue price, which resulted, together with the
issuance of shares to four other shareholders, in the issuance of an additional 17,951,542 shares.
On April 12, 2019, our ADSs, each representing two of our ordinary shares, commenced trading on the New York Stock
Exchange under the symbol “JMIA.” Concurrently with our initial public offering, Mastercard purchased from us €50.0 million
of our ordinary shares in a private placement. We received approximately US$280.2 million in net proceeds from our initial
public offering and corresponding private placement with Mastercard and issuance of shares to existing shareholders, after
deducting underwriting commissions and discounts and the offering expenses payable by us.
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Beneficial ownership is determined in accordance with the rules of the SEC, and the information is not necessarily
indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which
the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to
acquire within 60 days of March 1, 2021, through the exercise of any option, warrant or other right. Except as otherwise
indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment
power with respect to all shares held by that person.
Unless otherwise indicated below, the address for each beneficial owner listed is c/o Jumia Technologies AG, Skalitzer
Straße 104, 10997 Berlin, Germany.
Shareholder Shares beneficially owned as of December 31, 2020
5% Shareholders Number Percent
Baillie Gifford &Co.
(1)
17,915,406 10.0 %
Pernod Ricard Deutschland GmbH
(2)
12,851,169 7.2 %
Atlas Countries (Orange)
(3)
9,005,054 5.0 %
Members of our supervisory board
Gilles Bogaert — —
Andre T. Iguodala — —
Blaise Judja-Sato — —
Jonathan D. Klein * *
Angela Kaya Mwanza — —
Aminata Ndiaye — —
John H. Rittenhouse — —
Members of our management board
Jeremy Hodara * *
Sacha Poignonnec * *
Members of our senior management
Antoine Maillet-Mezeray * *
All members of our supervisory board, management board and
senior management, as a group
(4)
2,627,714 1.5 %
* Indicates beneficial ownership of less than 1% of the total outstanding ordinary shares.
(1) Consists of ordinary shares held by Baillie Gifford & Co. and/or one or more of its investment adviser subsidiaries, which
may include Baillie Gifford Overseas Limited, on behalf of investment advisory clients, which may include investment
companies registered under the Investment Company Act, employee benefit plans, pension funds or other institutional
clients. Securities representing more than 5% of the class are held on behalf of Vanguard International Growth Fund, a US
registered investment company sub-advised by Baillie Gifford Overseas Limited.
(2) Consists of ordinary shares held by Pernod Ricard Deutschland GmbH, a company organized under the laws of Germany
with company number HRB 38302. The business address of Pernod Ricard Deutschland GmbH is Habsburgerring 2, 50674
Cologne, Germany. Pernod Ricard Deutschland GmbH is a wholly owned subsidiary of Pernod Ricard SA, which may be
deemed to have beneficial ownership of all of these ordinary shares.
(3) Consists of ordinary shares held by Atlas Countries Support S.A., a company organized under the laws of Belgium with
company number 0568.968.148 RLE. The business address of Atlas Countries Support S.A. is Avenue du Bourget 3, 1140
Brussels, Belgium. Orange, a limited liability company (société anonyme) registered under the laws of France, is the
ultimate parent company of Atlas Countries Support S.A. Orange may be deemed to be the beneficial owner of all of these
ordinary shares.
(4) Includes shares purchased by Mr. Klein and Messrs., Poignonnec, Hodara and Maillet-Mezeray in 2020 as well as vested
options and options that may be exercised within 60 days of March 1, 2021.
The share capital of the Company consists of ordinary shares, which are issued only in bearer form. Accordingly, the
Company generally cannot determine the identity of its shareholders or how many shares a particular shareholder owns. The
Company’s ordinary shares are traded in the United States by means of ADRs. Each ADR currently represents two ordinary
shares of the Company. On March 1, 2021, based on information provided by The
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Bank of New York Mellon, as depositary, there were 78,701,511 ADRs outstanding. The ordinary shares underlying such ADRs
represented 87.8% of the then-outstanding ordinary shares. We are not aware of any arrangement that may at a subsequent date,
result in a change of control of Jumia.
B. Related Party Transactions
The following is a description of related party transactions the Group has entered into since January 1, 2018, with
members of our supervisory or management board, executive officers or holders of more than 10% of any class of our voting
securities.
Transactions with MTN
Our shareholder Mobile Telephone Networks Holdings (Pty) Ltd sold a significant number of shares in Jumia, during
the third quarter of 2020, and no longer qualifies as a related party, as of December 31, 2020.
The Group engages in several initiatives with affiliates of MTN. For example, consumers may pay for transactions on
Jumia’s platform with MTN’s mobile money. The Group has also set up dedicated MTN branded online stores on our platform.
For the year ended December 31, 2020, the expenses incurred with MTN amounted to €220 thousand (December 31, 2019: €478
thousand, December 31, 2018: €487 thousand).
In 2020, the Group also entered into an agreement in which MTN prepaid for corporate and gift purchases in Jumia’s
platform through vouchers, which amounted for the year ended December 31, 2020 to €961 thousand, which have all been
converted into revenue during the period. In 2019, MTN prepaid for their employees purchases in Jumia’s platform through the
wallet top-ups which amounted for the twelve months ended December 31, 2019 to €890 thousand, which have all been
converted into revenue during the period.
Transactions with Key Management
Key management includes the senior executives. The compensation paid or payable to key management for employee
services is shown below:
For the year ended December 31,
2019 2020
(in EUR million)
Short-term employee benefits 8.0 3.2
Other benefits 0.0 0.0
Share-based compensation 13.8 13.5
Total 21.9 16.7
See Note 15 to our audited consolidated financial statements included elsewhere in this Annual Report for additional
information regarding the share-based compensation plans.
Transactions with Jeremy Hodara
In October 2018, Jeremy Hodara, co-CEO and a member of the management board, sold his entire participation in
Jumia Facilities Management Services LLC (“Jumia Facilities”) to the Group. Jumia Facilities is a company based in Dubai,
United Arab Emirates, and was incorporated by an individual local shareholder holding 51% on our behalf and Jeremy Hodara,
who held the remaining 49%. The purpose of Jumia Facilities is limited to the provision of operational services to the Group,
such as marketing and support services. According to Jumia Facilities’ Memorandum of Association, Jeremy Hodara was
appointed managing director of the Jumia Facilities. Jumia Facilities’ operations are financed through loans granted by the
Group. Profits and losses of the company are to be borne by the Group as well. The sale of participation did not result in a change
in consolidation or control.
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C. Interest of Experts and Counsel
Not applicable.
Item 8. Financial Information
A. Consolidated Statements and Other Financial Information
See Item 18. “Financial Statements” and our audited consolidated financial statement beginning on page F-1.
Dividend Policy
We have not paid any dividends on our ordinary shares since our inception, and we currently intend to retain any future
earnings to finance the growth and development of our business. Therefore, we do not anticipate that we will declare or pay any
cash dividends in the foreseeable future. Except as required by law, any future determination to pay cash dividends will be at the
discretion of our management board and supervisory board and will be dependent upon our financial condition, results of
operations, capital requirements, and other factors our management board and supervisory board deem relevant.
All of the shares represented by our ADSs will generally have the same dividend rights as all of our other outstanding
shares. However, the depositary may limit distributions based on practical considerations and legal limitations. Any distribution
of dividends proposed by our management and supervisory boards requires the approval of our shareholders in a shareholders’
meeting.
We have not paid dividends in the years ended December 31, 2018, December 31, 2019 and December 31, 2020.
B. Significant Changes
Except as otherwise disclosed in this Annual Report, there has been no undisclosed significant change since the date of
the annual financial statements.
Item 9. The Offer and Listing
A. Offer and Listing Details
Our ADSs, each representing each representing two of our ordinary shares, have been listed on the New York Stock
Exchange since April 12, 2019. Our ADSs trade under the symbol “JMIA.”
B. Plan of Distribution
Not applicable.
C. Markets
See “—A. Offer and Listing Details.”
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D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. Additional Information
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
A copy of our amended and restated memorandum and articles of association is attached as Exhibit 1.1 to this Annual
Report. The information called for by this Item is set forth in Exhibit 2.3 to this Annual Report and is incorporated by reference
into this Annual Report.
C. Material Contracts
Except as otherwise disclosed in this Annual Report (including the Exhibits), we are not currently, nor have we been for
the past two years, party to any material contract, other than contracts entered into in the ordinary course of business.
Mastercard Agreements
In connection with our initial public offering, we entered into a private placement agreement with Mastercard whereby
Mastercard agreed to purchase from us €50.0 million of our ordinary shares at a price per share equal to the euro equivalent of the
initial public offering price per ordinary share. Based on the initial public offering price of $14.50 per ADS and an exchange rate
of $1.1264 per €1.00, Mastercard purchased 7,763,976 ordinary shares (corresponding to 3,881,988 ADSs).
In connection with the private placement, we entered into a commercial agreement with Mastercard Asia/Pacific, an
affiliate of Mastercard. This commercial agreement has a term of ten years and provides Mastercard Asia/Pacific with priority in
delivering, and a right to partner with us on initiatives aimed at promoting, facilitating and driving, payment network based
solutions, technologies and services related to our business.
Under the agreement, we use the Mastercard Payment Services Gateway (“MPGS”) to process card payments in all
countries where this gateway is available. We also agreed to work with local payment service providers to convert to MPGS
within six months of the launch in any new market. Only where MPGS is not available due to regulations, we will continue to
process cards not supported by MPGS through other payment service providers. Where possible, we enable the settlement of
services sold via our platform via the Mastercard virtual card network. We also promote the use of the Mastercard technology as
a preferred option to settle payments due to sellers via JumiaPay (e.g., via plastic or virtual cards). Further, we will work with
Mastercard Asia/Pacific to launch and issue consumer and commercial co-branded products (i.e., cards, virtual card networks and
quick response code). Mastercard Asia/Pacific will work with us to enable JumiaPay account holders to make face-to-face
payments where Mastercard’s quick response code is accepted.
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For the duration of the commercial agreement, Mastercard Asia/Pacific will provide us with dedicated support in Africa
across advisory, marketing, product development and innovation, resources and training. Mastercard Asia/Pacific will offer this
support on conditions it offers to similarly situated customers. After two to five years from the start of the contract, these
conditions will depend on us meeting certain performance targets. In return for the support services provided by Mastercard
Asia/Pacific, we will cooperate with Mastercard Asia/Pacific concerning the marketing of all payment network related offers on
our platform for a period of five years. We will also provide Mastercard Asia/Pacific with equal brand prominence as our other
partners and promote its products throughout our ecosystem.
At least annually, executives of Jumia and Mastercard Asia/Pacific will meet to review the performance of the parties
under the commercial agreement against targets, including a review of the annual strategy of Jumia insofar as Mastercard
Asia/Pacific is concerned.
Either party may terminate the commercial agreement in the event of a breach by the other party that is not cured within
45 days. In the event of a change of control, either party may terminate the commercial agreement by giving written notice. The
termination will become effective after a three-year lock-in period. If the termination occurs within the first four years of the
commercial agreement, we will be required to repay the value of the support provided under the agreement plus a penalty of $4
million for each remaining year of the initial ten-year period. Jumia may terminate the commercial agreement in case
Mastercard’s stake in Jumia falls within the first five years below 70% of the shares purchased in the private placement or below
50% at any time thereafter.
D. Exchange Controls
There are currently no legal restrictions in Germany on international capital movements and foreign exchange
transactions, except in limited embargo circumstances (Teilembargo) relating to certain areas, entities or persons as a result of
applicable resolutions adopted by the United Nations and the EU. Restrictions currently exist with respect to, among others,
Belarus, Congo, Egypt, Eritrea, Guinea, Guinea-Bissau, Iran, Iraq, Lebanon, Liberia, Libya, North Korea, Somalia, South Sudan,
Sudan, Syria, Tunisia and Zimbabwe.
For statistical purposes, there are, however, limited notification requirements regarding transactions involving cross-
border monetary transfers. With some exceptions, every corporation or individual residing in Germany must report to the German
Central Bank (Deutsche Bundesbank) (i) any payment received from, or made to, a non-resident corporation or individual that
exceeds €12,500 (or the equivalent in a foreign currency) and (ii) in case the sum of claims against, or liabilities payable to, non-
residents or corporations exceeds €5,000,000 (or the equivalent in a foreign currency) at the end of any calendar month.
Payments include cash payments made by means of direct debit, checks and bills, remittances denominated in euros and other
currencies made through financial institutions, as well as netting and clearing arrangements.
E. Taxation
German Taxation
The following discussion addresses certain German tax consequences of acquiring, owning or disposing of the ADSs.
With the exception of the subsection “German Taxation of Holders of ADSs—Taxation of Holders Tax Resident in Germany”
below, which provides an overview of dividend taxation to holders that are residents of Germany, this discussion applies only to
U.S. treaty beneficiaries (defined below) that acquire our ADSs.
This discussion is based on domestic German tax laws, including, but not limited to, circulars issued by German tax
authorities, which are not binding on the German courts, and the Treaty (defined below). It is based upon tax laws in effect at the
time of filing of this Annual Report. These laws are subject to change, possibly with retroactive effect. In addition, this discussion
is based upon the assumption that each obligation in the deposit agreement and any related agreement will be performed in
accordance with its terms. It does not purport to be a comprehensive or exhaustive description of all German tax considerations
that may be of relevance in the context of acquiring, owning and disposing of ADSs.
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The tax information presented in this section is not a substitute for tax advice. Prospective holders of ADSs should
consult their own tax advisors regarding the German tax consequences of the purchase, ownership, disposition, donation or
inheritance of ADSs in light of their particular circumstances, including the effect of any state, local, or other foreign or domestic
laws or changes in tax law or interpretation. The same applies with respect to the rules governing the refund of any German
dividend withholding tax (Kapitalertragsteuer) withheld. Only an individual tax consultation can appropriately account for the
particular tax situation of each investor.
The Company does not assume any responsibility for withholding tax at source.
German Taxation of Holders of ADSs
General
Based on the circular issued by the German Federal Ministry of Finance (BMF-Schreiben), dated May 24, 2013,
reference number IV C 1-S2204/12/10003, as amended by the circular dated December 18, 2018, reference number IV C 1-
S2204/12, in respect of the taxation of American Depositary Receipts (“ADRs”) on domestic shares (jointly the “ADR Tax
Circular”), for German tax purposes, the ADSs represent a beneficial ownership interest in the underlying shares of the Company
and should qualify as the ADRs for the purpose of the ADR Tax Circular even though it has to be noted that the ADR Tax
Circular does not explicitly address ADSs. If the ADSs qualify as the ADRs under the ADR Tax Circular, dividends would
accordingly be attributable to holders of the ADSs for tax purposes, and not to the legal owner of the ordinary shares (i.e., the
financial institution on behalf of which the ordinary shares are stored at a domestic depository for the ADS holders). Furthermore,
holders of the ADSs should be treated as beneficial owners of the capital of the Company with respect to capital gains (see below
in section “German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs”). However, investors should note
that circulars published by the German tax authorities (including the ADR Tax Circular) are not binding on German courts,
including German tax courts, and it is unclear whether a German court would follow the ADR Tax Circular in determining the
German tax treatment of the ADSs. For the purpose of this German tax section, it is assumed that the ADSs qualify as the ADRs
within the meaning of the ADR Tax Circular.
Taxation of Holders Not Tax Resident in Germany
The following discussion describes material German tax consequences for a holder that is a U.S. treaty beneficiary of
acquiring, owning and disposing of the ADSs. For purposes of this discussion, a “U.S. treaty beneficiary” is a resident of the
United States for purposes of the Convention Between the United States of America and the Federal Republic of Germany for the
Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain
Other Taxes as of June 4, 2008 (Abkommen zwischen der Bundesrepublik Deutschland und den Vereinigten Staaten von
Amerika zur Vermeidung der Doppelbesteuerung und zur Verhinderung der Steuerverkürzung auf dem Gebiet der Steuern vom
Einkommen und vom Vermögen und einiger anderer Steuern in der Fassung vom 4. Juni 2008) (the “Treaty”), who is fully
eligible for benefits under the Treaty.
A holder will be a U.S. treaty beneficiary entitled to full Treaty benefits in respect of the ADSs if it is, inter alia:
● the beneficial owner of the ADSs (and the dividends paid with respect thereto);
● a U.S. holder (as defined below);
● not also a resident of Germany for German tax purposes; and
● not subject to the limitation on benefits restrictions (i.e., anti-treaty shopping article of the Treaty or German
domestic rules) that applies in limited circumstances.
Special rules apply to pension funds and certain other tax-exempt investors.
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This discussion does not address the treatment of ADSs that are (i) held in connection with a permanent establishment
or fixed base through which a U.S. treaty beneficiary carries on business or performs personal services in Germany or (ii) part of
business assets for which a permanent representative in Germany has been appointed.
General Rules for the Taxation of Holders Not Tax Resident in Germany
Non-German resident holders of ADSs are subject to German taxation with respect to certain German source income
(beschränkte Steuerpflicht). According to the ADR Tax Circular, income from the shares should be attributed to the holder of the
ADSs for German tax purposes. As a consequence, income from the ADSs should be treated as German source income (dividend
distributions of a corporate with a statutory seat and/or its place of central management in Germany). However, the repayment of
capital contributions (Einlagenrückgewähr) for tax purposes is considered as reduction of the acquisition costs of the respective
shares rather than as dividend payment (subject to proper tax declaration by the company in accordance with German tax law).
The full amount of a dividend distributed by the Company to a non-German resident holder which does not maintain a
permanent establishment or other taxable presence in Germany is subject to (final) German withholding tax at a 25% rate plus a
solidarity surcharge (Solidaritätszuschlag) of 5.5% on the amount of withholding tax (amounting in total to a rate of 26.375%)
and church tax (Kirchensteuer), if applicable. The relevant dividend is deemed to be received for German tax purposes at the
payout date as determined by the company’s general shareholders’ meeting, or if such date is not specified, the day after such
general shareholders’ meeting. The amount of the relevant taxable income is based on the gross amount in Euro; any expenses
and costs related to such taxable income in principle should not reduce the taxable income.
The solidarity surcharge (Solidaritätszuschlag) has been abolished or reduced for certain German taxpayers, depending
on their amount of payable income tax. The new rules apply from the beginning of the assessment period for the fiscal year
ending December 31, 2021. Pursuant to the new law, the solidarity surcharge remains in place for purposes of withholding tax,
the flat rate income tax on capital income regime and corporate income tax. Shareholders are advised to monitor additional future
developments. Besides this, the coalition agreement between the German Christian Democratic and Christian Social Union, as
well as with the German Social Democratic Party for the formation of a new German federal government provides that the flat
tax income tax on capital income regime shall be partially abolished for interest income as soon as the automatic information
exchange on tax matters (Automatischer Informationsaustausch in Steuerfragen) is established. Instead, interest income shall be
taxed by way of assessment on the basis of the individual taxpayer’s progressive income tax rates of up to 45% (plus a 5.5%
solidarity surcharge thereon, unless (partially) abolished or reduced, and church tax, if applicable).
German withholding tax on capital income (Kapitalertragsteuer) is withheld and remitted to the competent German tax
authorities by (i) the German dividend disbursing agent (i.e., a German credit institution, financial services institution (each
including the German branch of a foreign enterprise), German securities trading enterprise or German securities trading bank
(each as defined in the German Banking Act (Kreditwesengesetz)) that holds or administers the underlying shares in custody and
(a) disburses or credits the dividend income from the underlying shares, (b) disburses or credits the dividend income from the
underlying shares on delivery of the dividend coupons or (c) disburses such dividend income to a foreign agent or (ii) the central
securities depository (Wertpapiersammelbank) in terms of the German Depositary Act (Depotgesetz) holding the underlying
shares in a collective deposit, if such central securities depository disburses the dividend income from the underlying shares to a
foreign agent, regardless of whether a holder must report the dividend for tax purposes and regardless of whether or not a holder
is a resident of Germany.
Pursuant to the provisions of the Treaty, the German withholding tax may not exceed 15% of the gross dividends
collected by U.S. treaty beneficiaries. The excess of the total withholding tax, including the solidarity surcharge
(Solidaritätszuschlag), over the maximum rate of withholding tax permitted by the Treaty is refunded to U.S. treaty beneficiaries
upon application (subject to presenting a German withholding tax certificate which can only be issued if the company has
confirmed in writing to the German depositary the number of ADSs issued and that all of the ADSs issued at the issuance date
were covered by an equivalent number of German shares deposited with the German depositary (circular by the German Federal
Ministry of Finance, dated December 18, 2018, reference number IV C 1-S 2204/12/10003)). For example, for a declared
dividend in the amount of €100, a U.S. treaty beneficiary initially receives
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€73.625 (€100 minus the 26.375% withholding tax including solidarity surcharge). The U.S. treaty beneficiary is entitled to a
partial withholding tax refund from the German tax authorities in the amount of €11.375 of the gross dividend (of €100). As a
result, the U.S. treaty beneficiary ultimately receives a total of €85 (85% of the declared dividend) following the refund of the
excess withholding. However, investors should note that it is unclear how the German tax authorities will apply the refund
process to dividends on the ADSs with respect to non-German resident holders of the ADSs. Further, such refund is subject to the
German anti-avoidance treaty shopping rule (as described below in section “—Withholding Tax Refund for U.S. Treaty
Beneficiaries”).
A reduced permitted German withholding tax rate of 5% would apply according to the Treaty provisions, if the U.S.
treaty beneficiary is a corporation and holds directly at least 10% of the voting shares of the dividend paying company.
German Taxation of Capital Gains of the U.S. Treaty Beneficiaries of the ADSs
Capital gains from the disposition of the ADSs realized by a non-German tax resident holder who does not maintain a
permanent establishment or other taxable presence in Germany will be treated as German source income and be subject to
German (corporate) income tax if such holder at any time during the five years preceding the disposition, directly or indirectly,
owned 1% or more of the Company’s share capital (or other equity related instruments, as specified by law), irrespective of
whether through the ADSs or shares of the Company. If such holder had acquired the ADSs without consideration, the previous
owner’s holding period and quota would be taken into account when calculating the above holding period and the participation
threshold.
However, U.S. treaty beneficiaries are eligible for treaty benefits under the Treaty (as described above in the section “—
General Rules for the Taxation of Holders Not Tax Resident in Germany “. Pursuant to the Treaty, U.S. treaty beneficiaries are
not subject to German tax with any capital gain derived from the sale of the ADSs, even under the circumstances described in the
preceding paragraph and therefore should not be taxed on capital gains from the disposition of the ADSs.
German statutory law requires a German disbursing agent to levy withholding tax on capital gains from the sale of
ADSs or other securities held in a custodial account in Germany. With regard to the German taxation of capital gains, German
disbursing agent means a German credit institution or financial services institution, or a German a securities trading enterprise or
a German securities trading bank (each as defined in the German Banking Act (Kreditwesengesetz) and, in each case including a
German branch of a foreign enterprise, but excluding a foreign branch of a German enterprise) that holds the ADSs in custody or
administers the ADSs for the investor or conducts sales or other dispositions and disburses or credits the income from the ADSs
to the holder of the ADSs. It should be noted that the German statutory law does not explicitly condition the obligation to
withhold taxes on capital gains being subject to taxation in Germany under German statutory law or on an applicable income tax
treaty permitting Germany to tax such capital gains.
However, a circular issued by the German Federal Ministry of Finance, dated January 18, 2016, reference number IV C
1-S2252/08/10004 :017, as amended from time to time, provides that German taxes on capital gains need not be withheld when
the holder of the custody account is not a resident of Germany for tax purposes and the income is not subject to German taxation.
The circular further states that there is no obligation to withhold such tax even if the non-German resident holder owns 1% or
more of the share capital of a German company. While circulars issued by the German Federal Ministry of Finance are in
principle only binding on the German tax authorities but not on the German courts, in practice, the disbursing agents nevertheless
typically rely on guidance contained in such circulars. Therefore, a disbursing agent is expected not to withhold tax on capital
gains derived by a U.S. treaty beneficiary from the disposition of ADSs held in acustodial account in Germany, unless the holder
of the ADSs does not provide evidence on its tax status as non-German tax resident. In any other case, the U.S. treaty beneficiary
may be entitled to claim a refund of the withholding tax from the German tax authorities under the Treaty, as described below in
the section “—Withholding Tax Refund for U.S. Treaty Beneficiaries.”
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Withholding Tax Refund for U.S. Treaty Beneficiaries
U.S. treaty beneficiaries are generally eligible for treaty benefits under the Treaty, as described above in Section “—
Taxation of Holders Not Tax Resident in Germany.” Accordingly, U.S. treaty beneficiaries are in general entitled to claim a
refund of the portion of the otherwise applicable 26.375% German withholding tax (corporate income tax including solidarity
surcharge) on dividends that exceeds the applicable Treaty rate (subject to presenting a German withholding tax certificate).
However, in respect of dividends, refund described in the preceding paragraph is only possible if, due to special rules on the
restriction of withholding tax credit, the following three cumulative requirements are met: (i) the holder must qualify as
beneficial owner of the ADSs for an uninterrupted minimum holding period of 45 days within a period starting 45 days prior to
and ending 45 days after the due date of the dividends, (ii) the holder has to bear at least 70% of the change in value risk related
to the ADSs during the minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself
or through a related party) hedging transactions which lower the change in value risk by more than 30%, and (iii) the holder must
not be obliged to fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not
met, then for a shareholder not being tax-resident in Germany who applied for a full or partial refund of the withholding tax
pursuant to a double taxation treaty, no refund is available. This restriction generally does only apply, if (i) the tax on the
dividends underlying the refund application is below 15% of the gross amount of the dividends pursuant to a double taxation
treaty and (ii) the holder does not directly own 10% or more in the shares of the company and is subject to income taxes in its
state of residence, without being tax-exempt. The restriction of the withholding tax credit does not apply if the holder has
beneficially owned the ADSs for at least one uninterrupted year until receipt (Zufluss) of the dividends. In addition to the
aforementioned restrictions, in particular, pursuant to a decree published by the German Federal Ministry of Finance dated July
17, 2017 (BMF, Schreiben vom 17.7.2017—IV C 1—S 2252/15/10030:05, DOK 2017/0614356), as amended, the withholding
tax credit may also be denied as an anti-abuse measure.
However, as previously discussed, investors should note that it is unclear how the German tax administration will apply
the refund process to dividends on the ADSs. Further, such refund is subject to the German anti-avoidance treaty shopping rule
according to section 50d para. 3 of the German Income Tax Act (Einkommensteuergesetz). Generally, this rule requires that the
U.S. treaty beneficiary (in case it is a non-German resident company) maintains its own administrative substance and conducts its
own business activities. In particular, a foreign company shall not have the right to a full or partial refund to the extent persons
holding ownership interests in the Company would not be entitled to the refund if they would have derived the income directly
and the gross income realized by the foreign company is not caused by the business activities of the foreign company, and there
are either no economic or other considerable reasons for the interposition of the foreign company, or the foreign company does
not participate in general commerce by means of a business organization with resources appropriate to its business purpose.
However, this shall not apply if the foreign company’s principal class of stock is regularly traded in substantial volume on a
recognized stock exchange, or if the foreign company is subject to the provisions of the German Investment Tax Act
(Investmentsteuergesetz). Furthermore, the European Court of Justice recently decided that the German anti-avoidance treaty
shopping rule, as described before, is not in line with the requirements of the European Directive 2011/96EC (the European
Parent Subsidiary Directive), as amended from time to time, but this decision will not directly affect non-European resident
holders of shares. Therefore, whether or not and to which extent the anti-avoidance treaty shopping rule applies, has to be
analyzed on a case by case basis taking into account all relevant tests. In addition, the interpretation of these tests is disputed and
to date no published decisions of the German Federal Finance Court (Bundesfinanzhof) dealing with the interpretation of these
tests exist.
Due to the legal structure of the ADSs, only limited guidance of the German tax authorities exists on the practical
application of this procedure with respect to the ADSs.
Taxation of Holders Tax Resident in Germany
This subsection provides an overview of dividend taxation with regard to the general principles applicable to the
Company’s holders of ADSs who are tax resident in Germany. A holder is a German tax resident if, in case of an individual, he
or she maintains a domicile (Wohnsitz) or a usual residence (gewöhnlicher Aufenthalt) in Germany or if, in case of a corporation,
it has its place of central management (Geschäftsleitung) or a statutory seat (Sitz) in Germany.
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The German dividend and capital gains taxation rules applicable to German tax residents require a distinction between
ADSs held as private assets (Privatvermögen) and ADSs held as business assets (Betriebsvermögen).
ADSs as Private Assets (Privatvermögen)
If the ADSs are held as private assets (Privatvermögen) by a German tax resident individual, dividends and capital gains
are taxed as capital income (Einkünfte aus Kapitalvermögen) and are principally subject to 25% German flat rate income tax on
capital income (Abgeltungsteuer) (plus a 5.5% solidarity surcharge (Solidaritätszuschlag) thereon, resulting in an aggregate rate
of 26.375% and plus church tax (Kirchensteuer), if applicable), which is generally levied in the form of withholding tax on
capital income (Kapitalertragsteuer). The holder is taxed on gross capital income (including dividends or gains with respect to
ADSs), less the annual saver’s tax-free allowance (Sparer-Pauschbetrag) of currently of €801 for an individual or €1,602 for
married couples and a registered civil unions (eingetragene Lebenspartnerschaften) filing taxes jointly. The deduction of actual
expenses relating to the capital income (including dividends or gains with respect to ADSs) is generally not permitted. The
withholding tax on capital income generally settles the income tax liability of the holder with respect to the capital income.
However, private investors may request the application of their personal progressive income tax rate on the whole income from
capital investments in a given year if this results in a lower tax liability. If this is the case, any tax withheld in excess will be
refunded during the personal income tax assessment procedure.
Losses resulting from the disposal of ADSs can only be offset with capital gains from the disposition of shares of
corporations (Aktien) and other ADSs treated similar to shares. If, however, a holder directly or indirectly held at least 1% of the
share capital of the Company at any time during the five years preceding the disposition, the German flat rate income tax on
capital income does not apply with regard to such capital gain, but, 60% of the capital gain resulting from the disposition are
taxable at the holder’s personal progressive income tax rate (plus 5.5% solidarity surcharge and church tax, if applicable,
thereon). Correspondingly, only 60% of any capital losses and disposal costs are tax deductible.
ADSs as Business Assets (Betriebsvermögen)
In case the ADSs are held as business assets, the actual taxation depends on the legal form of the holder (i.e., whether
the holder is a corporation or an individual). Irrespective of the legal form of the holder, dividends are generally subject to the
aggregate withholding tax rate of 26.375%, unless the holder of the ADSs is an investment fund (Investmentfonds) subject to
German investment taxation. The tax actually withheld is credited against the respective holder’s final (corporate or personal)
income tax liability. Due to special rules on the restriction of withholding tax credits in respect of dividends, a full withholding
tax credit requires that the following three cumulative requirements are met: (i) the holder must qualify as beneficial owner of the
ADSs for an uninterrupted minimum holding period of 45 days within a period starting 45 days prior to and ending 45 days after
the due date of the dividends, (ii) the holder has to bear at least 70% of the change in value risk related to the ADSs during the
minimum holding period as described under (i) of this paragraph and has not entered into (acting by itself or through a related
party) hedging transactions which lower the change in value risk by more than 30%, and (iii) the holder must not be obliged to
fully or largely compensate directly or indirectly the dividends to third parties. If these requirements are not met, three-fifths of
the withholding tax imposed on the dividends must not be credited against the holder’s corporate tax or income tax liability, but
may, upon application, be deducted from the holder’s tax base for the relevant tax assessment period. A holder that is generally
subject to German income tax or corporate income tax and that has received gross dividends without any deduction of
withholding tax due to a tax exemption without qualifying for a full tax credit under the aforementioned requirements has to
notify the competent local tax office accordingly and has to make a payment in the amount of the omitted withholding tax
deduction. The special rules on the restriction of withholding tax credit do not apply to a holder whose overall dividend earnings
within an assessment period do not exceed €20,000 or that has been the beneficial owner of the ADSs for at least one
uninterrupted year until receipt (Zufluss) of the dividends. In addition to the aforementioned restrictions, in particular, pursuant to
a decree published by the German Federal Ministry of Finance dated July 17, 2017 (BMF, Schreiben vom 17.7.2017—IV C 1—S
2252/15/10030:05, DOK 2017/0614356), as amended, the withholding tax credit may also be denied as an anti-abuse measure.
To the extent the amount withheld exceeds the (corporate or personal) income tax liability, the withholding tax will be
refunded, provided that certain requirements are met.
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With regard to holders in the legal form of a corporation, capital gains from ADSs are in general effectively 95% tax
exempt from corporate income tax (including solidarity surcharge) and trade tax. In contrast, dividends from ADSs are only 95%
exempt from corporate income tax, if the corporation holds at least 10% of the share capital (Grundkapital oder Stammkapital) in
the Company at the beginning of the respective calendar year. To the extent ADSs and/or shares of 10% or more of the company
have been acquired during a calendar year, the acquisition will be deemed to be made at the beginning of the calendar year.
Furthermore, dividends are subject to trade tax (Gewerbesteuer), unless the holder holds at least 15% of the share capital in the
company at the beginning of the tax assessment period. In the latter case, effectively 95% of the dividends are exempt from trade
tax. Business expenses and capital losses actually incurred in connection with ADSs might not be tax deductible for corporate
income and trade tax purposes except if certain requirements are met. This concerns in particular expenses which are related to
the disposition of ADSs.
With regard to individuals holding ADSs as business assets, 60% of dividends and capital gains are taxed at the personal
progressive income tax rate of the holder of the ADSs (plus 5.5% solidarity surcharge and church tax, if applicable, thereon).
Correspondingly, only 60% of business expenses related to the respective income are principally deductible for income tax
purposes. Furthermore, trade tax may apply, provided the ADSs are held as assets of a German trade or business
(Gewerbebetrieb) of the holder, but the resulting trade tax might be credited against the income tax liability of the holder pursuant
to a lump sum procedure.
Special taxation rules apply to German tax resident credit institutions (Kreditinstitute), financial services institutions
(Finanzdienstleistungsinstitute), financial enterprises (Finanzunternehmen), life insurance and health insurance companies
(Lebens- und Krankenversicherungsunternehmen), pension funds (Pensionsfonds) and investment funds (Investmentfonds).
German Inheritance and Gift Tax (Erbschaft- und Schenkungsteuer)
Generally, a transfer of ADSs by inheritance or way of gift will be subject to German inheritance or gift tax,
respectively, if:(i) the decedent or donor, or the heir, donee or other transferee is resident in Germany at the time of the transfer or
with respect to German citizens who are not resident in Germany, if the decedent or donor, or the heir, donee or other transferee
has not been continuously outside of Germany for a period of more than five years; (ii) the ADSs or ordinary shares are part of
the business property of a permanent establishment or a fixed base in Germany; or (iii) the ADSs or ordinary shares subject to
such transfer form part of a portfolio that represents at the time of the transfer 10% or more of the registered share capital of the
Company and has been held, directly or indirectly, by the decedent or donor.
However, the right of Germany to impose gift or inheritance tax on a non-resident shareholder may be limited by an
applicable estate tax treaty. In the case of a U.S. resident holder, a transfer of ADSs by a U.S. resident holder at death or by way
of gift generally will not be subject to German gift or inheritance tax pursuant to the estate tax treaty between the U.S. and
Germany (Convention between the Federal Republic of Germany and the United States of America for the Avoidance of Double
Taxation with respect to Estate, Gift and Inheritance Taxes, (Abkommen zwischen der Bundesrepublik Deutschland und den
Vereinigten Staaten von Amerika zur Vermeidung der Doppelbesteuerung auf dem Gebiet der Nachlass-, Erbschaft- und
Schenkungssteuern) as published on December 18, 2000 (the “Estate Tax Treaty”), provided the decedent or donor, or the heir,
donee or other transferee was not domiciled in Germany for purposes of the Estate Tax Treaty at the time the gift was made, or at
the time of the decedent’s death, and the ADSs were not held in connection with a permanent establishment or a fixed base in
Germany. In general, the Estate Tax Treaty provides a credit against the U.S. federal gift or estate tax liability for the amount of
gift or inheritance tax.
Other German Taxes
There are currently no German net worth, transfer, stamp or other similar taxes that would apply to a U.S. holder on the
acquisition, ownership, sale or other disposition of the ADSs. Certain member states of the European Union are considering
introducing a financial transaction tax (Finanztransaktionssteuer) which, if and when introduced, may also be applicable on sales
and/or transfer of ADSs.
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U.S. Taxation
Material U.S. Federal Income Tax Considerations
This section describes the material United States federal income tax consequences of owning and disposing of ADSs. It
applies to you only if you are a U.S. holder (as defined below) and you hold your ADSs as capital assets for United States federal
income tax purposes. This discussion addresses only United States federal income taxation and does not discuss all of the tax
consequences that may be relevant to you in light of your individual circumstances, including foreign, state or local tax
consequences, estate and gift tax consequences, and tax consequences arising under the Medicare contribution tax on net
investment income or the alternative minimum tax. This section does not apply to you if you are a member of a special class of
holders subject to special rules, including:
● a broker or dealer in securities,
● a trader in securities that elects to use a mark-to-market method of accounting for securities holdings,
● a tax-exempt organization or governmental organization,
● a tax-qualified retirement plan,
● a bank, insurance company or other financial institution,
● a real estate investment trust or regulated investment company,
● a person that actually or constructively owns 10% or more of the combined voting power of our voting stock or
of the total value of our stock,
● a person that holds ADSs as part of a straddle or a hedging or conversion transaction,
● a person that purchases or sells ADSs as part of a wash sale for tax purposes,
● a person whose functional currency is not the U.S. dollar,
● a corporation that accumulates earnings to avoid U.S. federal income tax,
● an S corporation, partnership or other entity or arrangement treated as a partnership for U.S. federal income tax
purposes (and investors therein), and
● a person deemed to sell ADSs under the constructive sale provisions of the Internal Revenue Code of 1986
This section is based on the Internal Revenue Code of 1986, as amended, its legislative history, existing and proposed
regulations, published rulings and court decisions, all as currently in effect, as well as on the Treaty. These laws are subject to
change, possibly on a retroactive basis. In addition, this section is based in part upon the representations of the depositary and the
assumption that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its
terms.
If an entity or arrangement that is treated as a partnership for United States federal income tax purposes holds the ADSs,
the United States federal income tax treatment of a partner will generally depend on the status of the partner and the tax treatment
of the partnership. A partner in a partnership holding the ADSs should consult its tax advisor with regard to the United States
federal income tax treatment of an investment in the ADSs.
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You are a U.S. holder if you are a beneficial owner of ADSs and you are, for United States federal income tax purposes:
● a citizen or resident of the United States,
● a domestic corporation,
● an estate whose income is subject to United States federal income tax regardless of its source, or
● a trust if a United States court can exercise primary supervision over the trust’s administration and one or more
United States persons are authorized to control all substantial decisions of the trust.
You should consult your own tax advisor regarding the United States federal, state and local tax consequences of
owning and disposing of ADSs in your particular circumstances.
In general, and taking into account the earlier assumptions, for United States federal income tax purposes, if you hold
ADRs evidencing ADSs, you will be treated as the owner of the shares represented by those ADRs. Exchanges of shares for
ADRs, and ADRs for shares, generally will not be subject to United States federal income tax.
Except as described below under “PFIC Rules,” this discussion assumes that we are not, and will not become, a PFIC
for United States federal income tax purposes.
Dividends
Under the United States federal income tax laws, if you are a U.S. holder, the gross amount of any distribution we pay
out of our current or accumulated earnings and profits (as determined for United States federal income tax purposes), other than
certain pro-rata distributions of our shares, will be treated as a dividend that is subject to United States federal income taxation. If
you are a noncorporate U.S. holder, dividends that constitute qualified dividend income will be taxable to you at the preferential
rates applicable to long-term capital gains provided that you hold the ADSs for more than 60 days during the 121-day period
beginning 60 days before the ex-dividend date and meet other holding period requirements. Dividends we pay with respect to the
ADSs generally will be qualified dividend income provided that, in the year that you receive the dividend, the ADSs are readily
tradable on an established securities market in the United States. Our ADSs are listed on the NYSE and we therefore expect that
dividends will be qualified dividend income.
You must include any German tax withheld from the dividend payment in this gross amount even though you do not in
fact receive it. The dividend is taxable to you when the depositary receives the dividend, actually or constructively. The dividend
will not be eligible for the dividends-received deduction generally allowed to United States corporations in respect of dividends
received from other United States corporations. The amount of the dividend distribution that you must include in your income
will be the U.S. dollar value of the Euro payments made, determined at the spot Euro/U.S. dollar rate on the date the dividend
distribution is includible in your income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any
gain or loss resulting from currency exchange fluctuations during the period from the date you include the dividend payment in
income to the date you convert the payment into U.S. dollars will be treated as ordinary income or loss and will not be eligible for
the special tax rate applicable to qualified dividend income. The gain or loss generally will be income or loss from sources within
the United States for foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and
profits, as determined for United States federal income tax purposes, will be treated as a non-taxable return of capital to the extent
of your basis in the ADSs and thereafter as capital gain. However, we do not expect to calculate earnings and profits in
accordance with United States federal income tax principles. Accordingly, you should expect to generally treat distributions we
make as dividends.
Subject to certain limitations, the German tax withheld in accordance with the Treaty and paid over to Germany will be
creditable or deductible against your United States federal income tax liability. Special rules apply in determining the foreign tax
credit limitation with respect to dividends that are subject to the preferential tax rates. To the extent a
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reduction or refund of the tax withheld is available to you under German law or under the Treaty, the amount of tax withheld that
could have been reduced or that is refundable will not be eligible for credit against your United States federal income tax liability.
See “—German Taxation—German Taxation of Holders of ADSs—Withholding Tax Refund for U.S. Treaty Beneficiaries,”
above, for the procedures for obtaining a tax refund.
Dividends will generally be income from sources outside the United States and will generally be “passive” income for
purposes of computing the foreign tax credit allowable to you.
Capital Gains
If you are a U.S. holder and you sell or otherwise dispose of your ADSs, you will recognize capital gain or loss for
United States federal income tax purposes equal to the difference between the U.S. dollar value of the amount that you realize
and your tax basis, determined in U.S. dollars, in your ADSs. Capital gain of a noncorporate U.S. holder is generally taxed at
preferential rates where the property is held for more than one year. The gain or loss will generally be income or loss from
sources within the United States for foreign tax credit limitation purposes. The deductibility of capital losses is subject to
limitations.
PFIC Rules
We believe we were not a PFIC in the prior taxable year and do not expect to become a PFIC in the current taxable year
or the foreseeable future. However, this conclusion is a factual determination that is made annually and thus may be subject to
change. It is therefore possible that we could become a PFIC in a future taxable year. In addition, our current expectation
regarding our PFIC status is based in part upon the value of our goodwill, which is based on the market value for our shares and
ADSs, and in part on the rate at which our cash and cash equivalents are spent. Accordingly, we could become a PFIC in the
future if there is a substantial decline in the value of our shares and ADSs or we spend our cash or cash equivalents at a slower
rate than expected.
In general, if you are a U.S. holder, we will be a PFIC with respect to you if for any taxable year in which you held our
ADSs:
● at least 75% of our gross income for the taxable year is passive income, or
● at least 50% of the value, determined on the basis of a quarterly average, of our assets is attributable to assets
that produce or are held for the production of passive income.
“Passive income” generally includes dividends, interest, gains from the sale or exchange of investment property, rents
and royalties (other than certain rents and royalties derived in the active conduct of a trade or business) and certain other specified
categories of income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign
corporation is treated for purposes of the PFIC tests as owning its proportionate share of the assets of the other corporation, and
as receiving directly its proportionate share of the other corporation’s income.
If we are treated as a PFIC, and you are a U.S. holder that did not make a mark-to-market election, as described below,
you will generally be subject to special rules with respect to:
● any gain you realize on the sale or other disposition of your ADSs and
● any excess distribution that we make to you (generally, any distributions to you during a single taxable year,
other than the taxable year in which your holding period in the ADSs begins, that are greater than 125% of the
average annual distributions received by you in respect of the ADSs during the three preceding taxable years
or, if shorter, the portion of your holding period for the ADSs that preceded the taxable year in which you
receive the distribution).
Under these rules:
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● the gain or excess distribution will be allocated ratably over your holding period for the ADSs,
● the amount allocated to the taxable year in which you realized the gain or excess distribution or to prior years
before the first year in which we were a PFIC with respect to you will be taxed as ordinary income,
● the amount allocated to each other prior year will be taxed at the highest tax rate in effect for that year for
individuals or corporations, as applicable, and
● the interest charge generally applicable to underpayments of tax will be imposed in respect of the tax
attributable to each such year.
Special rules apply for calculating the amount of the foreign tax credit with respect to excess distributions by a PFIC.
If we are a PFIC in a taxable year and our ADSs are treated as “marketable stock” in such year, you may make a mark-
to-market election with respect to your ADSs. If you make this election, you will not be subject to the PFIC rules described
above. Instead, in general, you will include as ordinary income each year the excess, if any, of the fair market value of your
ADSs at the end of the taxable year over your adjusted basis in your ADSs. You will also be allowed to take an ordinary loss in
respect of the excess, if any, of the adjusted basis of your ADSs over their fair market value at the end of the taxable year (but
only to the extent of the net amount of previously included income as a result of the mark-to-market election). Your basis in the
ADSs will be adjusted to reflect any such income or loss amounts. Any gain that you recognize on the sale or other disposition of
your ADSs would be ordinary income and any loss would be an ordinary loss to the extent of the net amount of previously
included income as a result of the mark-to-market election and, thereafter, a capital loss.
Under certain attribution rules, if we are considered a PFIC, you will generally be deemed to own a proportionate share
of our direct or indirect equity interest in any company that is also a PFIC (a “Subsidiary PFIC”), and will be subject to U.S.
federal income tax on any indirect gain realized on the stock of a Subsidiary PFIC upon the sale of ADSs, and your proportionate
share of any excess distributions on the stock of a Subsidiary PFIC and any gain on a disposition or deemed disposition of the
stock of a Subsidiary PFIC by us or by another Subsidiary PFIC. A mark-to-market election will not be available with respect to
the stock of any Subsidiary PFIC.
Your ADSs will generally be treated as stock in a PFIC if we were a PFIC at any time during your holding period in
your ADSs, even if we are not currently a PFIC unless you make a “deemed sale” election.
In addition, notwithstanding any election you make with regard to the ADSs, dividends that you receive from us will not
constitute qualified dividend income to you if we are a PFIC (or are treated as a PFIC with respect to you) either in the taxable
year of the distribution or the preceding taxable year. Dividends that you receive that do not constitute qualified dividend income
are not eligible for taxation at the preferential rates applicable to qualified dividend income. Instead, you must include the gross
amount of any such dividend paid by us out of our accumulated earnings and profits (as determined for United States federal
income tax purposes) in your gross income, and it will be subject to tax at rates applicable to ordinary income.
If you own ADSs during any year that we are a PFIC with respect to you, you may be required to file U.S. Internal
Revenue Service (“IRS”) Form 8621.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY. IT DOES NOT COVER ALL TAX MATTERS
THAT MAY BE IMPORTANT TO YOU. EACH PROSPECTIVE PURCHASER SHOULD CONSULT ITS OWN TAX
ADVISOR ABOUT THE TAX CONSEQUENCES OF AN INVESTMENT IN ADSs UNDER THE INVESTOR’S OWN
CIRCUMSTANCES.
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F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are required to make certain filings with the SEC. The SEC maintains an Internet website that contains reports,
proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that site is
www.sec.gov.
We are subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended, as applied to
foreign private issuers (the “Exchange Act”). Because we are a foreign private issuer, the SEC’s rules do not require us to deliver
proxy statements or to file quarterly reports. In addition, our “insiders” are not subject to the SEC’s rules that prohibit short-
swing trading. We prepare quarterly and annual reports containing consolidated financial statements in accordance with IFRS.
Our annual consolidated financial statements are certified by an independent accounting firm. We furnish quarterly financial
information to the SEC on Form 6-K and file annual reports on Form 20-F within the time period required by the SEC, which is
currently four months from the end of the fiscal year on December 31. These quarterly and annual reports can be obtained over
the internet at the SEC’s website.
We also make available on our website, free of charge, our annual reports on Form 20-F and the text of our reports on
Form 6-K, including any amendments to these reports, as well as certain other SEC filings, as soon as reasonably practicable after
they are electronically filed with or furnished to the SEC. Our website address is https://group.jumia.com. The information
contained on our website is not incorporated by reference in this document.
We will furnish The Bank of New York Mellon, the depositary of the ADSs, with our annual reports, which will include
a review of operations and annual audited consolidated financial statements prepared in conformity with in accordance with IFRS
as issued by the IASB, and all notices of shareholders’ meetings and other reports and communications that are made generally
available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs
and, upon our request, will mail to all record holders of ADSs the information contained in any notice of a shareholders’ meeting
received by the depositary from us.
I. Subsidiary Information
Not applicable.
Item 11. Quantitative and Qualitative Disclosures About Market Risk
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. Our market risk relates to foreign currency risks. Financial instruments affected by foreign currency risk include
cash and cash equivalents, trade and other receivables and trade and other payables. We do not hedge our foreign currency risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. As we operate in multiple countries, the exposure to foreign currency is inherent and is part of the day
to day business. The principle characteristics are summarized below:
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● Cash is held in euro and US dollars at the Group level
● Each foreign entity is funded by Group loans, in euro or US dollars, on average every quarter based on a
detailed cash flow forecast
Foreign currency sensitivity
The following table provides information on the sensitivity concerning a reasonably possible change in euro and US
dollars exchange rates for our major currencies, with all other variables held constant. Our exposure to foreign currency changes
for all other currencies is not material.
The Group assessed a possible change of +/- 5% to Egyptian Pound (EGP) and Moroccan Dirham (MAD) due to
valuation fluctuations in 2020 of 1.7% to 7.2% of mentioned, a possible change of +/- 10% to Ghananian Cedi (GHS), Emirati
Dirham (AED) and South African Rand (ZAR) due to valuation fluctuations in 2020 of 9.4% to 14.1% of mentioned currencies,
and a possible change of +/- 15% to Nigerian Naira (NGN) and Kenyan Shilling (KES) due to valuation fluctuations in 2020 of
16.0% to 17.8% of mentioned currencies. Intercompany loans bear the majority of the Group’s foreign currency risk as they are
issued and are repayable in Euro or US dollars. Fluctuation of various exchange rates in Africa and the resulting related foreign
exchange gains or losses are recognized in other comprehensive income. The impacts in the major local currencies are as follows:
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Effect on Effect on
In thousands of EUR pre-tax equity profit before tax
Change in EGP/EUR rate
5 % (11,475) 3,196
(5)% 11,475 (3,196)
Change in ZAR/EUR
10 % 74 122
(10)% (74) (122)
Change in NGN/EUR
15 % (188,064) 548,353
(15)% 188,064 (548,353)
Change in MAD/EUR
5 % (115,614) 616
(5)% 115,614 (616)
Change in GHS/EUR
10 % (169) 441
(10)% 169 (441)
Change in KES/EUR
15 % (66,556) 96,769
(15)% 66,556 (96,769)
Change in AED/EUR
10 % (33,206) 871
(10)% 33,206 (871)
Change in EGP/USD rate
5 % (1,200) (8)
(5)% 1,200 8
Change in ZAR/USD
10 % (76) 12
(10)% 76 (12)
Change in NGN/USD
15 % (3,717) 9,495
(15)% 3,717 (9,495)
Change in GHS/USD
10 % (508) 14
(10)% 508 (14)
Change in KES/USD
15 % (2,512) 10,345
(15)% 2,512 (10,345)
Change in AED/USD
10 % — 86
(10)% — (86)
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Liquidity risk
The primary objective of our liquidity and capital management is to monitor the availability of cash and capital in order
to support our business expansion and growth. We manage our liquidity and capital structure with reference to economic
conditions, performance of our local operations and local regulations. Funding is managed by a central treasury department that
monitors the amounts of funds to be granted according to management and Shareholder approval. All funding follows strict
operational and legal monitoring executed by the treasury and legal departments.
In 2019, we secured funding via our IPO and a private placement. Most of the funding is transferred to operating entities
in the form of loans which are eliminated in consolidation.
As all funds come exclusively from the shareholders and there are no external borrowings, we mitigate the risk of
interest rate changes.
Item 12. Description of Securities Other Than Equity Securities
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Fees and Expenses Our ADS Holders May Have to Pay
The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS represents 2 of our ordinary
shares (or a right to receive 2 ordinary shares) deposited with The Bank of New York Mellon SA/NV, as custodian for the
depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The
deposited shares together with any other securities, cash or other property held by the depositary are referred to as the deposited
securities. The depositary’s office at which the ADSs will be administered and its principal executive office are located at 240
Greenwich Street, New York, NY 10286.
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Persons depositing or withdrawing shares or ADS holders must pay: For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
Issuance of ADSs, including issuances resulting from a
distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal, including
if the deposit agreement terminates
$0.05 (or less) per ADS Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities
distributed to you had been shares and the shares had been
deposited for issuance of ADSs
Distribution of securities distributed to holders of deposited
securities (including rights) that are distributed by the
depositary to ADS holders
$0.05 (or less) per ADS per calendar year Depositary services
Registration or transfer fees Transfer and registration of shares on our share register to or
from the name of the depositary or its agent when you deposit
or withdraw shares
Expenses of the depositary Cable and facsimile transmissions (when expressly provided in
the deposit agreement)
Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the
custodian has to pay on any ADSs or shares underlying ADSs,
such as stock transfer taxes, stamp duty or withholding taxes
As necessary
Any charges incurred by the depositary or its agents for
servicing the deposited securities
As necessary
The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or
surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making
distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to
pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly
billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of
its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to
ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its
fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out
of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or
share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary
may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary
and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its
own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without
limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference
between the exchange rate assigned to the currency conversion made under the deposit
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agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account.
The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit
agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be
determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The
methodology used to determine exchange rates used in currency conversions is available upon request.
Fees and Other Payments Made by the Depositary to Us
From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out
of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or
share revenue from the fees collected from ADS holders. For the year ended December 31, 2019, we received reimbursement in
the amount of approximately €1.9 million (US$2.1 million) from the depositary. For the year ended 31, 2020 no reimbursement
was received.
PART II
Item 13. Defaults, Dividend Arrearages and Delinquencies
None.
Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
Material Modifications to the Rights of Securities Holders
See Item 10. “Additional Information” for a description of the rights of securities holders, which remain unchanged.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File No.
333-230207) (the “F-1 Registration Statement”) in relation to our initial public offering of 13,500,000 ADSs representing
27,000,000 ordinary shares, at an initial offering price of US$14.50 per ADS. Our initial public offering closed in April 2019.
Morgan Stanley & Co. LLC, Citigroup Global Markets Inc. and Berenberg Capital Markets, LLC were the representatives of the
underwriters for our initial public offering.
The F-1 Registration Statement was declared effective by the SEC on April 10, 2019. For the period from the effective
date of the F-1 Registration Statement to December 31, 2019, the total expenses incurred for our company’s account in
connection with our initial public offering were approximately US$21.3 million, which included approximately US$15.3 million
in underwriting discounts and commissions for the initial public offering and approximately US$6.0 million in other costs and
expenses for our initial public offering. Including the ADSs sold upon the exercise of the over-allotment option by our
underwriters, we offered and sold an aggregate of 15,525,000 ADSs at an initial public offering price of US$14.50 per ADS. We
received approximately US$280.2 million in net proceeds from our initial public offering and corresponding concurrent private
placement with Mastercard and issuance of shares to existing shareholders, after deducting underwriting commissions and
discounts and the offering expenses payable by us. None of the transaction expenses included payments to directors or officers of
our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net
proceeds from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates,
persons owning 10% or more of our equity securities or our affiliates.
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For the period from April 10, 2019, the date that the F-1 Registration Statement was declared effective by the SEC, to
December 31, 2020, we have used the majority of the proceeds received from our initial public offering to finance our operations.
We still intend to use the remainder of the proceeds from our initial public offering as disclosed in the F-1 Registration
Statement. We may also use part of the proceeds to repurchase our ADSs.
Item 15. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934, as amended (“Exchange Act”)) that are designed to ensure that information required to be
disclosed in the Company’s reports under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to our management,
including our co-chief executive officers and chief financial officer, as appropriate, to allow timely decisions regarding required
disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives. Our management, with the participation of our co-chief executive officers and chief
financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of
December 31, 2020. Based upon that evaluation, our co-chief executive officers and chief financial officer concluded that, as a
result of the material weakness in our internal control over financial reporting described below, the design and operation of our
disclosure controls and procedures were not effective, as of December 31, 2020.
Management's Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as
such term is defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act. Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting
Standards Board. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Our management assessed the effectiveness of our internal control over financial reporting based on the criteria
set forth in “Internal Control - Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the
Treadway Commission.
Based upon the above evaluation, management, including our co-chief executive officers and chief financial officer,
concluded that our internal control over financial reporting was not effective as of December 31, 2020 due to the presence of a
material weakness. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim consolidated
financial statements may not be prevented or detected on a timely basis.
Specifically, we identified deficiencies in the corporate finance and accounting functions identified by management
related to the failure to identify accounting adjustments in certain areas, including income taxes, share-based compensation and
contractual commitments, and we did not adequately review or oversee the work of external specialists in some of these matters
to assist us in the preparation of our financial statements and in our compliance with SEC reporting obligations. Such
deficiencies, when considered in the aggregate, constitute a material weakness.
Notwithstanding this material weakness, our management, based on the substantial work performed, concluded that our
consolidated financial statements for the periods covered by and included in this Annual Report are fairly stated in all material
respects in accordance with IFRS.
We have already made some improvements regarding the remediation of this material weakness on the corporate
finance and accounting functions; however, additional effort is required. We have hired and will continue to hire additional
accounting, finance personnel. We have implemented extensive checklists and invested in automation of
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reporting allowing us to focus on technical compliance and review; we have standardized our controls over accounting and
reporting and formalized our financial statement review process.
Attestation Report of the Registered Public Accounting Firm
This Annual Report does not include an attestation report of our independent registered public accounting firm. Our
independent registered public accounting firm will not be required to opine on the effectiveness of our internal control over
financial reporting until we are no longer an emerging growth company.
Changes in Internal Control over Financial Reporting
During the period covered by this Annual Report our management has taken steps toward improving our internal
controls over financial reporting and remediated the previously identified material weaknesses related to IT access. However, the
changes during the period covered by this Annual Report have not yet fully affected the remediation of the material weakness
related to corporate accounting and finance function.
Item 16A. Audit Committee Financial Expert
See Item 6. “Directors, Senior Management and Employees —C. Board Practices—Audit Committee.”
Item 16B. Code of Ethics
In accordance with NYSE listing requirements and SEC rules, the Company adopted a written code of business conduct
and ethics, or code of conduct, which outlines the principles of legal and ethical business conduct under which we do business.
The code of conduct applies to all of our supervisory board members, management board members and employees. The full text
of the code of conduct is available on our website at https://group.jumia.com.
Item 16C. Principal Accountant Fees and Services
The Audit Committee has adopted a pre-approval policy that requires the pre-approval of all services performed for us
by our independent registered public accounting firm. Additionally, the Audit Committee has delegated to the Committee
Chairman full authority to approve any management request for pre-approval, provided the Chairman presents any approval
given at its next scheduled meeting. All audit-related services, tax services and other services rendered by our independent
registered public accounting firm or their affiliates were pre-approved by the Audit Committee and are compatible with
maintaining the auditor’s independence.
Ernst & Young, Société Anonyme, has served as our principal independent registered public auditor for the years 2018,
2019 and 2020 for which audited Consolidated Financial Statements appear in this Annual Report. Set forth below are the total
fees billed (or expected to be billed), on a consolidated basis, by Ernst & Young, Société Anonyme, and affiliates for providing
audit and other professional services in each of the last three years:
For the year ended December 31,
2018 2019 2020
(in € millions)
Audit fees 2.2 2.5 2.1
Audit-related fees 1.3 0.7 1.0
Total
3.5
3.2
3.1
Audit fees consist of fees and expenses billed for the annual audit and quarterly review of Jumia’s consolidated financial
statements.
Audit-related fees consist of fees and expenses billed for assurance and related services that are related to the
performance of the audit or review of Jumia’s financial statements and include consultations concerning financial
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accounting and reporting standards and services related to Securities and Exchange Commission filings including comfort letters
and the review of documents filed with the SEC (in particular in relation to our initial public offering).
Item 16D. Exemptions from the Listing Standards for Audit Committees
Not applicable.
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
Item 16F. Change in Registrant’s Certifying Accountant
None.
Item 16G. Corporate Governance
Differences Between Our Corporate Governance Practices and Those Set Forth in the NYSE Listed Company Manual
In general, under Section 303A.11 of the NYSE Listed Company Manual, foreign private issuers such as us are
permitted to follow home country corporate governance practices instead of certain provisions of the NYSE Listed Company
Manual without having to seek individual exemptions from the NYSE. A foreign private issuer making its initial U.S. listing on
the NYSE and following home country corporate governance practices in lieu of the corresponding corporate governance
provisions of the NYSE Listed Company Manual must disclose in its registration statement or on its website any significant ways
in which its corporate governance practices differ from those followed by U.S. companies under the NYSE Listed Company
Manual. In addition, we also may qualify for certain exemptions under the NYSE Listed Company Manual as a foreign private
issuer that may affect our corporate governance practices. The significant differences between the corporate governance practices
that we follow and those set forth in the NYSE Listed Company Manual are described below:
● Section 303A.01 of the NYSE Listed Company Manual requires listed companies to have a majority of
independent directors. There is no requirement under German law that the majority of members of a
supervisory board be independent, and the rules of procedure of our supervisory board provide that our
supervisory board should be composed of, in its own estimation, an adequate number of independent members,
though this is not a mandatory requirement.
● Section 303A.09 of the NYSE Listed Company Manual requires all listed companies to adopt and disclose
corporate governance guidelines. German law does not require a company to adopt separate corporate
governance guidelines. Instead, we follow the German Corporate Governance Code as described above.
● Section 312.03(c) of the NYSE Listed Company Manual require listed companies to obtain stockholder
approval prior to issuing or selling securities (or securities convertible into or exercisable for common stock)
that equal 20% or more of the issuer’s outstanding common stock or voting power prior to such issuance or
sale. Under German law, every shareholder is generally entitled to subscription rights (commonly known as
preemptive rights) to any new shares issued within the framework of a capital increase, including convertible
bonds, bonds with warrants, profit sharing rights or income bonds in proportion to the number of shares the
respective shareholder holds in the corporation’s existing share capital. The shareholders’ meeting may,
however, authorize the management board (together with the supervisory board), subject to certain conditions,
to issue or sell shares in the company without the need for prior shareholder approval and to exclude
subscription rights of existing shareholders.
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143
Item 19. Exhibits
Exhibit
Number
Description of Exhibit
1.1* Articles of Association of the Registrant, dated March 11, 2021
1.2 Rules of Procedure of the Supervisory Board of the Registrant (incorporated by reference to Exhibit 3.2 to the
Company's Registration Statement on Form F-3 (File No. 333- 240016) filed with the SEC on July 22, 2020)
1.3 Rules of Procedure of the Management Board of the Registrant (incorporated by reference to Exhibit 3.3 to the
Company's Registration Statement on Form F-3 (File No. 333- 240016) filed with the SEC on July 22, 2020)
2.1 Form of American Depositary Receipt evidencing American Depositary Shares (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on
March 28, 2019)
2.2 Form of Deposit Agreement between the Registrant, the depositary and holders of American Depositary Shares
evidenced by American Depositary receipts issued thereunder (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on March 12, 2019)
2.3* Description of Securities
4.1 Post-Conversion Shareholders' Agreement, dated as of December 18, 2018 (incorporated by reference to Exhibit
10.2 to the Company's Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on March 12,
2019)
4.2 Information Sharing Agreement by and among Jumia Technologies AG and Mobile Telephone Networks Holdings
(Pty) Ltd (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form F-1 (File
No. 333-230207) filed with the SEC on March 28, 2019)
4.3 Jumia UG (haftungsbeschränkt) & Co. KG, Option Program 2016 (incorporated by reference to Exhibit 10.4 to the
Company's Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on March 28, 2019)
4.4 Jumia Technologies AG, Stock Option Program 2019 (incorporated by reference to Exhibit 10.5 to the Company's
Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on March 28, 2019)
4.5 Jumia, Virtual Restricted Stock Unit Program 2019 (incorporated by reference to Exhibit 10.6 to the Company's
Registration Statement on Form F-1 (File No. 333-230207) filed with the SEC on March 28, 2019)
4.6 Jumia Technologies AG, Stock Option Program 2020 (incorporated by reference to Exhibit 10.1 to the Company's
Registration Statement on Form S-8 (File No. 333-240017) filed with the SEC on July 22, 2020)
4.7 Jumia, Virtual Restricted Stock Unit Program 2020 (incorporated by reference to Exhibit 10.2 to the Company's
Registration Statement on Form S-8 (File No. 333-240017) filed with the SEC on July 22, 2020)
8.1 List of Significant Subsidiaries (incorporated by reference to Exhibit 8.1 to the Company's Annual Report on Form
20-F (File No. 001-38863) filed with the SEC on April 3, 2020)
12.1* Co-CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2* Co-CEO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.3* CFO Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1** Co-CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.2** Co-CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
13.3** CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1* Consent of Ernst & Young, Société Anonyme
101* INS XBRL Instance Document the instance document does not appear in the Interactive Data File because its
XBRL tags are embedded within the Inline XBRL document.
SCH XBRL Taxonomy Extension Scheme Document
CAL XBRL Taxonomy Extension Calculation Linkbase Document
LAB XBRL Taxonomy Extension Definition Linkbase Document
PRE XBRL Taxonomy Extension Label Linkbase Document
DEF XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover page Interactive Data File (embedded within the XBRL document)
Table of Contents
145
Signatures
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets
all of the requirements for the filing of Form 20-F and has duly caused this Annual Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
JUMIA TECHNOLOGIES AG
Date: March 12, 2021 By /s/ Jeremy Hodara
Name: Jeremy Hodara
Title: Co-Chief Executive Officer and
Member of the Management Board
JUMIA TECHNOLOGIES AG
Date: March 12, 2021 By /s/ Sacha Poignonnec
Name: Sacha Poignonnec
Title: Co-Chief Executive Officer and
Member of the Management Board
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146
JUMIA TECHNOLOGIES AG
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm F-1
Consolidated Statements of Financial Position as of December 31, 2019 and 2020 F-2
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2018, 2019
and 2020 F-3
Consolidated Statements of Changes in Equity for the years ended December 31, 2018, 2019 and 2020 F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2019 and 2020 F-5
Notes to the Consolidated Financial Statements for the years ended December 31, 2018, 2019 and 2020 F-6
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F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Management and Supervisory Board of Jumia Technologies AG
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of financial position of Jumia Technologies AG and
subsidiaries (the “Company”) as of December 31, 2020 and 2019, the related consolidated statements of operations and
comprehensive income, changes in equity and cash flows for each of the three years in the period ended December 31, 2020, and
the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the
results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
International Financial Reporting Standards as issued by the International Accounting Standard Board.
Adoption of IFRS 16 “Leases”
As discussed in Note 2.e. to the consolidated financial statements, starting on January 1, 2019, the Company changed its
method for accounting for leases and for its classification and measurement due to the adoption of IFRS 16 “Leases”.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the
Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement,
whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements,
whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a
test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the
accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the
financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Ernst & Young S.A.
We have served as the Company’s auditor since 2014.
Luxembourg, March 12, 2021.
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F-2
JUMIA TECHNOLOGIES AG
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION AS OF DECEMBER 31, 2019 AND 2020
As of December 31,
In thousands of EUR Note 2019 2020
Assets
Non-current assets
Property and equipment 7 17,434 16,559
Intangible assets 47 442
Deferred tax assets 109 102
Other non-current assets 1,508 1,377
Total Non-current assets
19,098 18,480
Current assets
Inventories 8 9,996 6,703
Trade and other receivables 11 16,936 10,722
Income tax receivables 725 635
Other taxes receivable 18 5,395 3,084
Prepaid expenses 12 12,593 10,405
Term deposits 10 62,418 991
Cash and cash equivalents 9 170,021 304,901
Total Current assets
278,084 337,441
Total Assets
297,182 355,921
Equity and Liabilities
Equity
Share capital 13 156,816 179,259
Share premium 13 1,018,276 1,205,340
Other reserves 14 104,114 108,623
Accumulated losses (1,096,134) (1,268,719)
Equity attributable to the equity holders of the Company 183,072 224,503
Non-controlling interests (498) (343)
Total Equity
182,574 224,160
Liabilities
Non-current liabilities
Non-current borrowings 17 6,127 7,950
Deferred tax liabilities — 50
Provisions for liabilities and other charges 19 226 361
Deferred income 20 1,201 831
Total Non-current liabilities 7,554 9,192
Current liabilities
Current borrowings 17 3,056 2,966
Trade and other payables 16 56,438 61,772
Income tax payables 27 10,056 11,436
Other taxes payable 18 4,473 10,327
Provisions for liabilities and other charges 19 27,040 31,804
Deferred income 20 5,991 4,264
Total Current liabilities 107,054 122,569
Total Liabilities
114,608 131,761
Total Equity and Liabilities
297,182 355,921
The accompanying notes are an integral part of these consolidated financial statements.
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F-3
JUMIA TECHNOLOGIES AG
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 AND 2020
For the years ended December 31,
In thousands of EUR Note 2018 2019 2020
Revenue 21 129,058 160,408 139,623
Cost of revenue 84,849 84,506 46,783
Gross profit 44,209 75,902 92,840
Fulfillment expense 22 50,466 77,392 69,313
Sales and advertising expense 23 46,016 56,019 32,472
Technology and content expense 24 22,432 27,272 27,844
General and administrative expense 25 94,925 144,525 115,664
Other operating income 172 1,929 3,326
Other operating expense 277 496 101
Operating loss (169,735) (227,873) (149,228)
Finance income 26 1,590 3,959 4,923
Finance costs, net 26 1,349 2,576 14,038
Loss before Income tax (169,494) (226,490) (158,343)
Income tax expense 27 887 575 2,615
Loss for the period
(170,381) (227,065) (160,958)
Attributable to:
Equity holders of the Company (170,071) (226,689) (160,928)
Non-controlling interests (310) (376) (30)
Loss for the period
(170,381) (227,065) (160,958)
Other comprehensive income/(loss) to be classified to profit or loss in
subsequent periods
Exchange differences (gain/loss) on translation of foreign operations - net of
tax (9,312) (19,449) 73,569
Other comprehensive income / (loss) on net investment in
foreign operations - net of tax 9,072 20,179 (74,406)
Other comprehensive income/(loss) (240) 730 (837)
Total comprehensive loss for the period
(170,621) (226,335) (161,795)
Attributable to:
Equity holders of the Company (170,247) (225,959) (161,811)
Non-controlling interests (374) (376) 16
Total comprehensive loss for the period
(170,621) (226,335) (161,795)
Earnings per share (EPS) in EUR:
Basic and Diluted Loss for the period attributable to ordinary equity holders
of the parent 28 (1.79) (1.61) (1.00)
The accompanying notes are an integral part of these consolidated financial statements.
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F-4
JUMIA TECHNOLOGIES AG
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 AND 2020
Attributable to equity holders of the Company
Non-
Share Share Accumulated Other controlling Total
In thousands of EUR Capital premium losses reserves Total interests Equity
As of January 1, 2018 133 629,802 (677,695) 50,917 3,157 (15,768) (12,611)
Loss for the year — — (170,071) — (170,071) (310) (170,381)
Other comprehensive loss — — — (176) (176) (64) (240)
Total comprehensive loss for the year — — (170,071) (176) (170,247) (374) (170,621)
Capital contribution (Note 13) — 215,985 — — 215,985 36 216,021
Share-based payments (Note 15) — — — 17,256 17,256 153 17,409
Buy back of shares from non-controlling interests — — (350) — (350) — (350)
Change in Non-controlling interests — — (13,932) (1,904) (15,836) 15,836 —
As of December 31, 2018 133 845,787 (862,048) 66,093 49,965 (117) 49,848
Loss for the year — — (226,689) — (226,689) (376) (227,065)
Other comprehensive loss — — — 730 730 — 730
Total comprehensive loss for the year — — (226,689) 730 (225,959) (376) (226,335)
Capital contribution (Note 13) 156,683 172,489 — — 329,172 — 329,172
Share-based payments (Note 15) — — — 37,267 37,267 — 37,267
Equity transaction costs (7,357) — (7,357) (7,357)
Change in Non-controlling interests — — (40) 24 (16) (5) (21)
As of December 31, 2019 156,816 1,018,276 (1,096,134) 104,114 183,072 (498) 182,574
Loss for the year (160,928) (160,928) (30) (160,958)
Other comprehensive loss — (883) (883) 46 (837)
Total comprehensive loss for the year — — (160,928) (883) (161,811) 16 (161,795)
Capital contribution (Note 13) 15,941 187,064 1 203,006 203,006
Capital contribution from exercised stock options 6,329 (5,649) 680.00 680
Share-based payments (Note 15) 11,110 11,110 11,110
Equity transaction costs (11,402) (11,402) (11,402)
Change in Non-controlling interests 173.00 (256) (69) (152) 139 (13)
As of December 31, 2020
179,259
1,205,340
(1,268,719)
108,623
224,503
(343)
224,160
The accompanying notes are an integral part of these consolidated financial statements.
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F-5
JUMIA TECHNOLOGIES AG
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2018, 2019 AND 2020
For the years ended December 31,
In thousands of EUR Note 2018 2019 2020
Loss before Income tax (169,494) (226,490) (158,343)
Depreciation and amortization of tangible and intangible assets 25 2,166 7,906 8,133
Impairment losses on loans, receivables and other assets 11 4,436 5,877 4,405
Impairment losses on obsolete inventories 8 288 275 471
Share-based payment expense 15 17,409 37,267 21,647
Net (gain)/loss from disposal of tangible and intangible assets 52 (149) (17)
Impairment losses on investment in subsidiaries — 28 —
Change in provision for other liabilities and charges 5,324 6,780 5,455
Lease modification(income)/expenses — — (57)
Interest (income)/expenses (17) (682) 613
Net foreign exchange (gain)/loss (620) (1,034) 10,617
(Increase)/Decrease in trade and other receivables, prepaid expenses and
other tax receivables (717) (15,443) 5,356
(Increase)/Decrease in inventories (636) (509) 1,758
Increase/(Decrease) in trade and other payables, deferred income and other
tax payables 4,606 4,880 2,587
Income taxes paid (1,809) (1,294) (1,097)
Net cash flows used in operating activities (139,012) (182,588) (98,472)
Cash flows from investing activities
Purchase of property and equipment (3,508) (5,658) (1,997)
Proceeds from sale of property and equipment 20 51 21
Purchase of intangible assets (27) (109) (520)
Proceeds from sale of intangible assets 219 224 —
Payment for acquisition of subsidiary, net of cash acquired — 7 —
Interest received — 795 773
Movement in other non-current assets (337) (295) 49
Movement in term deposits and other current assets — (62,716) 61,718
Net cash flows (used in) / from investing activities (3,633) (67,701) 60,044
Cash flows from financing activities
Repayment of borrowings (2,244) (9) —
Interest settled - financing (142) (22) (34)
Payment of lease interest 17 — (1,176) (1,332)
Repayment of lease liabilities 17 — (3,769) (3,999)
Equity transaction costs — (7,357) (11,193)
Capital Contributions 215,985 329,161 203,006
Proceeds from exercise of stock options — — 680
Buy back of stock from non-controlling interests (350) — —
Net cash flows from financing activities 213,249 316,828 187,128
Net increase in cash and cash equivalents 70,604 66,539 148,700
Effect of exchange rate changes on cash and cash equivalents 303 2,847 (13,820)
Cash and cash equivalents at the beginning of the period 9 29,728 100,635 170,021
Cash and cash equivalents at the end of the period 9
100,635 170,021 304,901
The accompanying notes are an integral part of these consolidated financial statements.
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F-6
JUMIA TECHNOLOGIES AG
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2018,
2019 AND 2020
1 Corporate information
The accompanying consolidated financial statements and notes present the operations of Jumia Technologies AG (the
“Company” or “Jumia Tech”) and its subsidiaries (the “Group” or “Jumia”).
The Company was incorporated as Africa Internet Holding GmbH on June 26, 2012, and was transformed into Jumia
Technologies AG, a German stock corporation on January 31, 2019. The Company is domiciled in Germany and has its
registered office located at Skalitzer Strasse 104, 10997 Berlin, Germany. The Group operates in e-commerce across the African
continent.
In April 2019 Jumia Tech became a listed company on New York Stock Exchange (NYSE), under the symbol JMIA.
Jumia is the leading pan-African e-commerce platform. Jumia’s platform consists of a marketplace, which connects
sellers with consumers, a logistics service, which enables the shipping and delivery of packages from sellers to consumers, and a
payment service, which facilitates transactions among participants active on Jumia’s platform.
The Group has incurred significant losses since its incorporation. The Group expects to continue generating losses as it
makes the necessary investments to grow and/or rebalance its business. The Group will therefore continue to require additional
funding either from existing or new shareholders.
The consolidated financial statements disclose all matters of which the Group is aware, and which are relevant to the
Group’s ability to continue as a going concern, including all significant events and mitigating factors. The consolidated financial
statements have been prepared on a basis which assumes that the Group will continue as a going concern, and which
contemplates the recoverability of assets and the satisfaction of the liabilities and commitments in the normal course of business.
The Group has sufficient resources to operate as a going concern for the next 12 months.
On March 12, 2021 the Supervisory Board authorized these consolidated financial statements for issuance.
2 Summary of significant accounting policies
The principal accounting policies applied in the preparation of these consolidated financial statements are set out below.
These policies have been consistently applied to all the years presented, unless otherwise stated.
a) Basis of preparation
The consolidated financial statements of the Group (“consolidated financial statements”) have been prepared in
accordance with International Financial Reporting Standards (“IFRS”) as issued by the IASB.
The consolidated financial statements have been prepared on a historical cost basis except for any financial assets or
liabilities and share based compensation plan, which have been measured at fair value. The consolidated financial statements are
presented in euros and all values are rounded to the nearest thousand (€000), except when otherwise indicated.
b) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries. The
financial statements of the subsidiaries are prepared for the same reporting year as the Company, using consistent accounting
policies.
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F-7
Subsidiaries are those investees that the Group controls because the Group (i) has power to direct relevant activities of
the investees that significantly affect their returns, (ii) has exposure, or rights, to variable returns from its involvement with the
investees, and (iii) has the ability to use its power over the investees to affect the amount of investor’s returns. The existence and
effect of substantive rights, including substantive potential voting rights, are considered when assessing whether the Group has
power over another entity. For a right to be substantive, the holder must have practical ability to exercise that right when
decisions about the direction of the relevant activities of the investee need to be made. The Group may have power over an
investee even when it holds less than majority of voting power in an investee. In such a case, the Group assesses the size of its
voting rights relative to the size and dispersion of holdings of the other vote holders to determine if it has de-facto power over the
investee. Protective rights of other investors, such as those that relate to fundamental changes of investee’s activities or apply
only in exceptional circumstances, do not prevent the Group from controlling an investee. The Group re-assesses whether or not
it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control.
Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group
loses control of the subsidiary. Assets, liabilities, revenue and expense of a subsidiary acquired or disposed of during the year are
included in the consolidated financial statements from the date the Group gains control until the date the Group ceases to control
the subsidiary. A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an equity
transaction. If the Group loses control over a subsidiary, it derecognizes the related assets, liabilities, non-controlling interest and
other components of equity, while any resultant gain or loss is recognized in profit or loss. As of December 31, 2018, 2019 and
2020, the Group consolidated 78, 71 and 66 subsidiaries, respectively.
c) Current versus non-current classification
The Company presents assets and liabilities in the consolidated statement of financial position based on current/non-
current classification. An asset is current when it is expected to be realized or intended to be sold or consumed in the normal
operating cycle, held primarily for the purpose of trading or expected to be realized within twelve months after the reporting
period. It is considered as a cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least
twelve months after the reporting period. All other assets are classified as non-current. A liability is current when it is expected to
be settled in the normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within twelve months
after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least twelve months after
the reporting period. All other liabilities as non-current.
d) Property and equipment
Property and equipment are stated at cost less accumulated depreciation and any impairment losses.
Costs of minor repairs and maintenance are expensed when incurred. The cost of replacing major parts or components
of property and equipment items are capitalized and the replaced part is written off.
Whenever events or changes in market conditions indicate a risk of impairment of property and equipment, management
estimates the recoverable amount, which is determined as the higher of an asset’s fair value less costs to sell and its value in use.
The carrying amount is reduced to the recoverable amount and the impairment loss is recognized in profit or loss for the year.
Depreciation on items of property and equipment is calculated using the straight-line method over their estimated useful
lives, as follows:
Useful life in years
Buildings Up to 40
Transportation equipment 5 to 8
Technical equipment and machinery 3 to 10
Furniture and office equipment 5 to 15
Leasehold improvements
Shorter of useful life and the term
of the underlying lease
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F-8
The assets’ useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period. A recognized item
of property and equipment and any significant part derecognized upon disposal (i.e., at the date the recipient obtains control) or
when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the statement
of operations when the asset is derecognized.
e) Leases
Accounting policy applied in the years ended December 31, 2018:
The determination of whether an arrangement is (or contains) a lease is based on the substance of the arrangement at the
inception of the lease. The arrangement is, or contains, a lease if fulfilment of the arrangement is dependent on the use of a
specific asset (or assets) and the arrangement conveys a right to use the asset (or assets), even if that asset is (or those assets are)
not explicitly specified in an arrangement.
Leases are classified as either finance or operating leases. Leases that transfer substantially all the risks and rewards
incidental to ownership of assets are accounted for as a finance lease, resulting in the recognition of an asset and incurrence of a
lease liability at the inception of the lease. All other leases are accounted for as operating leases wherein rental payments (net of
any incentives received from the lessor) are recognized in the statement of operations on a straight-line basis over the lease term.
Accounting policy applied since January 1, 2019:
The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the
right to control the use of an identified asset for a period of time in exchange for consideration. The Group only acts as a lessee.
Group as a lessee
The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases
of low-value assets. The Group recognizes lease liabilities to make lease payments and right-of-use assets representing the right
to use the underlying assets.
Right-of-use assets
The Group recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is
available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and
adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognized, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives
received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful
lives of the assets, as follows:
● Offices and Warehouses - 2 to 10 years
● Motor vehicles and other equipment 2 to 6 years
Lease liabilities
At the commencement date of the lease, the Group recognizes lease liabilities measured at the present value of lease
payments to be made over the lease term. The lease payments include fixed payments (including, in substance fixed payments)
less any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid
under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be
exercised by the Group and payments of penalties for terminating the lease, if the lease term reflects the Group exercising the
option to terminate.
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F-9
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable. After the commencement date, the
amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease payments made. In addition,
the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease
payments (e.g., changes to future payments resulting from a change in an index or rate used to determine such lease payments) or
a change in the assessment of an option to purchase the underlying asset.
Short-term leases and leases of low-value assets
The Group applies the short-term lease recognition exemption to its short-term leases of machinery and equipment (i.e.,
those leases that have a lease term of 12 months or less from the commencement date and do not contain a purchase option). It
also applies the lease of low-value assets recognition exemption to leases of office equipment that are considered to be low value.
Lease payments on short-term leases and leases of low value assets are recognized as expense on a straight-line basis over the
lease term.
Lease expenses are primarily classified as ‘General and administrative expense’.
f) Intangible assets
The Group’s intangible assets have definite useful lives and primarily include capitalized software licenses. Following
initial recognition, intangible assets are carried at cost less any accumulated amortization and impairment losses. Acquired
software licenses and patents are capitalized on the basis of the costs incurred to acquire and bring them to use.
Intangible assets are amortized using the straight-line method over their useful lives:
Useful life in years
Acquired software licenses 1 to 3
The amortization expense on intangible assets is recognized in the statement of operations in the expense category that
is consistent with the function of the intangible assets. If impaired, the carrying amount of intangible assets is written down to the
higher of value-in-use and fair value less costs to sell.
g) Financial instruments – initial recognition and subsequent measurement
A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity
instrument of another entity. Due to the short-term nature of our financial instruments the carrying value approximates fair value.
Financial assets
The Group has financial assets in the form of bank deposits, trade notes and accounts receivable and other receivables.
Initial recognition and subsequent measurement
The classification of financial assets at initial recognition depends on the financial asset’s contractual cash flow
characteristics and the Group’s business model for managing them. With the exception of trade receivables that do not contain a
significant financing component, the Group initially measures a financial asset at its fair value plus, in the case of a financial
asset not at fair value through profit or loss, transaction costs. Trade receivables that do not contain a significant financing
component are measured at the transaction price determined under IFRS 15.
In order for a financial asset to be classified and measured at amortized cost, cash flows need to arise as ‘solely
payments of principal and interest (SPPI)’ on the principal amount outstanding. This assessment is referred to as the SPPI test and
is performed at an instrument level.
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Trade notes and accounts receivable are subsequently measured at amortized cost using the effective interest rate
method.
Impairment
Receivables from end customers, third party logistics providers and payment services providers are expected to be
collected in a very short period following delivery of the goods. If uncollected after 15 days, these balances are fully provisioned
unless there is a clear indicator of commitment to pay. This assessment is based on the agreement with these parties as well as the
historical expectation of collection. Due to the very short cycle of collection pattern, Management estimates that the application
of the above accounting policy would not materially differ from the application of the expected credit losses model (ECL).
On receivables from corporate customers, the Group calculated an allowance for expected credit losses (“ECLs”)
applying the simplified method permitted by IFRS 9 for trade receivables at reporting date. The Group did not track changes in
credit risk, but instead calculated a loss allowance based on lifetime ECLs. Using the practical expedient that is allowed by the
standard, the Group has established provision matrices that are based on its historical credit loss experience for the previous
years, adjusted for non-recurring events and for forward-looking factors per country which incorporated several macroeconomic
elements such as the countries’ GDP, unemployment rates. As the ECL calculated did not materially differ from the application
of the accounting policy of the Group, which is based on the ageing of the balances, no additional expense was recognized within
General and administrative expense.
The Group determines the probability of default upon the initial recognition of the asset. However, in certain cases, the
Group may also consider a financial asset to be in default when internal or external information indicates that the Group is
unlikely to receive the outstanding contractual amounts in full before taking into account any credit enhancements held by the
Group. A financial asset is written off when there is no reasonable expectation of recovering the contractual cash flows.
Financial liabilities
The Group has financial liabilities in the form of trade and other payables that are initially recognized at fair value
which primarily represents the original invoiced amount. They are subsequently measured at amortized cost using the effective
interest method. Trade and other payables are obligations to pay for goods or services that have been acquired in the ordinary
course of business from suppliers. A financial liability is derecognized when the obligation under the liability is discharged,
cancelled or expired.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the consolidated statement of
financial position if there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle
on a net basis, to realize the assets and settle the liabilities simultaneously.
h) Impairment of non-financial assets
The Group assesses, at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount.
An asset’s recoverable amount is the higher of an asset’s or cash-generating-unit’s (CGU) fair value less costs of disposal and its
value-in-use. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that
are largely independent of those from other assets or groups of assets. When the carrying amount of an asset or CGU exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount.
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i) Inventories
Inventories are valued at the lower of cost or net realizable value. Cost of inventory is determined on first-in-first out
basis (FIFO) method. The cost of inventory includes purchase costs and costs incurred to bring the inventories to their present
location and condition. Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs
of completion and the estimated costs necessary to make the sale. Impairment losses, if any, due to obsolete materials and slow
inventory movement have been deducted from the carrying amount of the inventories.
j) Cash and cash equivalents and term deposits
Cash and cash equivalents include cash in hand, deposits held at call with banks, and other short-term highly liquid
investments with original maturities of three months or less, for which the risk of changes in value is insignificant.
Term deposits are deposits placed with banks with an original maturity of more than three months and, therefore, not
included as ‘cash and cash equivalents’ in the statements of financial position and consolidated statement of cash flows.
k) Value added tax
Output value added tax (“VAT”) related to sales is payable to tax authorities on the earlier of (a) collection of
receivables from consumers or (b) delivery of goods or services to consumers. Input VAT is generally recoverable against output
VAT upon receipt of the VAT invoice. VAT related to sales and purchases is recognized in the statement of financial position on
a gross basis and disclosed separately as an asset and liability. Where a provision has been made for impairment of receivables,
the gross amount of the debtor, including VAT, is provided for.
l) Provisions
Provisions are recognized when the Group has a present obligation (legal or constructive) because of a past event, it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. When the Group expects some or all provision to be reimbursed, for
example, under an insurance contract, the reimbursement is recognized as a separate asset, but only when the reimbursement is
virtually certain.
The expense relating to a provision is presented in the consolidated statement of operations and comprehensive income
(loss) along with any reimbursement. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the
provision due to the passage of time is recognized as a finance cost.
m) Foreign currency translation
Functional and presentation currencies
Amounts included in the financial statements of each of the Group’s entities are measured using the currency of the
primary economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements are
presented in Euros (EUR), which is the Group’s presentation currency.
Transactions and balances
Transactions in foreign currencies are initially recorded by the Group’s entities at the prior month’s closing foreign
exchange rate (unless this is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the rates on the dates of the transactions). Monetary assets and
liabilities denominated in foreign currencies are translated at the functional currency spot rates of exchange at the reporting date.
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Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-
end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the statement of
operations within finance costs and finance income.
The Group considers that monetary long-term receivables or loans for which settlement is neither planned nor likely to
occur in the foreseeable future is, in substance, a part of the entity’s net investment in that foreign operation. The related foreign
exchange differences and income tax effect of the foreign exchange differences are included in the exchange difference on net
investment in foreign operations within equity. In case of repayment, the Group has elected to maintain exchange differences in
equity until disposal of the foreign operation. On disposal of a foreign operation, the deferred cumulative amount recognized in
equity relating to that particular foreign operation is reclassified to the consolidated statement of comprehensive income (loss).
The following tables present currency translation rates against the Euro for the Group’s most significant operations.
Year Ended December 31, 2018
Country Currency Average Rate Year-end Rate
Algeria Algerian Dinar (DZD) 137.24 135.02
Cameroon CFA Franc BEAC (XAF) 655.96 655.96
Ivory Coast CFA Franc BCEAO (XOF) 655.96 655.96
Egypt Egyptian Pound (EGP) 21.00 20.46
Ghana Cedi (Ghana) (GHS) 5.51 5.55
Kenya Kenyan Shilling (KES) 118.63 115.77
Morocco Moroccan Dirham (MAD) 11.04 10.89
Nigeria Naira (NGN) 424.60 415.46
Rwanda Rwanda Franc (RWF) 1,006.49 995.64
Senegal CFA Franc BCEAO (XOF) 655.96 655.96
South Africa Rand (ZAR) 15.60 16.46
Tunisia Tunisian Dinar (TND) 3.09 3.35
United Republic Of Tanzania Tanzanian Shilling (TZS) 2,678.57 2,625.28
Uganda Uganda Shilling (UGX) 4,373.73 4,226.75
United Arab Emirates UAE Dirham (AED) 4.34 4.20
United States of America US Dollars (USD) 1.18 1.14
Year Ended December 31, 2019
Country Currency Average Rate Year-end Rate
Algeria Algerian Dinar (DZD) 133.22 133.06
Cameroon CFA Franc BEAC (XAF) 655.96 655.96
Ivory Coast CFA Franc BCEAO (XOF) 655.96 655.96
Egypt Egyptian Pound (EGP) 18.80 17.96
Ghana Cedi (Ghana) (GHS) 5.98 6.38
Kenya Kenyan Shilling (KES) 113.01 112.54
Morocco Moroccan Dirham (MAD) 10.69 10.61
Nigeria Naira (NGN) 402.40 404.90
Rwanda Rwanda Franc (RWF) 1,005.63 1,042.62
Senegal CFA Franc BCEAO (XOF) 655.96 655.96
South Africa Rand (ZAR) 16.15 15.75
Tunisia Tunisian Dinar (TND) 3.22 3.12
United Republic Of Tanzania Tanzanian Shilling (TZS) 2,573.85 2,558.61
Uganda Uganda Shilling (UGX) 4,115.60 4,078.89
United Arab Emirates UAE Dirham (AED) 4.11 4.12
United States of America US Dollars (USD) 1.12 1.12
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Year Ended December 31, 2020
Country Currency Average Rate Period-end Rate
Algeria Algerian Dinar (DZD) 144.26 161.51
Cameroon CFA Franc BEAC (XAF) 655.96 655.96
Ivory Coast CFA Franc BCEAO (XOF) 655.96 655.96
Egypt Egyptian Pound (EGP) 18.00 19.26
Ghana Cedi (Ghana) (GHS) 6.53 7.17
Kenya Kenyan Shilling (KES) 120.49 132.62
Morocco Moroccan Dirham (MAD) 10.72 10.79
Nigeria Naira (NGN) 431.77 469.67
Rwanda Rwanda Franc (RWF) 1,078.01 1,195.13
Senegal CFA Franc BCEAO (XOF) 655.96 655.96
South Africa Rand (ZAR) 18.76 17.97
Tunisia Tunisian Dinar (TND) 3.17 3.26
United Republic Of Tanzania Tanzanian Shilling (TZS) 2,630.32 2,810.22
Uganda Uganda Shilling (UGX) 4,214.64 4,451.04
United Arab Emirates UAE Dirham (AED) 4.19 4.50
United States of America US Dollars (USD) 1.14 1.23
Translation into presentation currency
On consolidation, the results and financial position of all the Group entities that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:
i. Assets and liabilities for each statement of financial position presented are translated at the closing rate at the date
of that statement of financial position;
ii. Income and expense for each item of the statement of comprehensive income (loss) are translated at average
exchange rates;
All resulting exchange differences arising on translation for consolidation are recognized in other comprehensive income.
n) Revenue from contracts with customers
The Group generates revenue primarily from commissions, sale of goods, fulfillment, marketing and advertising and
provision of other services.
Revenue from contracts with customers is recognized when control of the goods or services are transferred to the
customer at an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or
services.
The Group evaluates if it is a principal or an agent in a transaction to determine whether revenue should be recorded on
a gross or a net basis, which requires Management judgment. In performing their analysis, the Group considers first whether it
controls the goods before they are transferred to the customers and if it has the ability to direct the use of the goods or obtain
benefits from them. The Group also considers the following indicators:
- The latitude in establishing prices and selecting suppliers
- The inventory risk borne by the Group before and after the goods have been transferred to the customer
When the Group is primarily obliged in a transaction, subject to inventory risk, has, or has several but not all of the
indicators, the Group acts as principal and revenue is recorded on a gross basis. When the Group is not the primary
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obligor, does not bear the inventory risk and does not have the ability to establish price, the Group acts as agent and revenue is
recorded on a net basis.
Revenue recognition policies for each type of revenue stream are as follows:
(1) Commissions
This revenue is related to the online selling platform which provides sellers the ability to sell goods directly to
consumers. In this case, Jumia generates a commission fee (normally a percentage of the selling price) which is based on
agreements with the sellers. Jumia’s performance obligation with respect to these transactions is to arrange the transaction
through the online platform, however the Group does not have any discretion in setting the price of the goods to be sold, nor does
it bear any inventory risk for the goods to be shipped to the customer. As such, the Group is considered to be an agent in these
transactions and recognizes revenue on a net basis for the agreed upon commission at the point in time when the goods or
services are delivered to the end customer.
(2) Sales of goods
Revenue from sales of goods relates to transactions where Jumia acts directly as the seller, where it enters into an
agreement with a consumer to sell goods. These goods are sold for a fixed price as determined by the Group and the Group bears
the obligation to deliver those goods to the consumer. As such, the Group is considered to be the principal in these transactions
and recognizes sales on a gross basis for the selling price at the point in time when the goods are delivered to the consumer. The
delivery of the goods is not a separate performance obligation, as the consumer cannot benefit from the goods without the
delivery, which must be performed by Jumia. Therefore, revenue for goods and delivery are recognized at a point in time.
(3) Fulfillment
The Group provides certain fulfillment services on our marketplace and generally charges a “delivery fee” to
consumers. The Group also provides subscription services to end consumers. The price for fulfillment services are defined at the
time of purchase through the Jumia platform, and the Group has unilateral power in establishing these fulfillment services. The
Group is therefore the principal in these transactions and fulfillment fees are recognized on a gross basis in revenue. The revenue
from fulfillment services is recognized at a point in time except for subscription services where it is recognized over a period of
time, generally shorter than one year.
(4) Marketing and advertising
The Group provides advertising services to vendors and non-vendors, such as performance marketing campaigns,
placing banners on the Jumia platform or sending newsletters and notifications. The advertising services are contractually agreed
with the advertisers. As Jumia establishes pricing and is primarily obliged to deliver these advertising services, revenue is
recognized on a gross basis. The campaigns and banners can be run for a short period as well as be spread over a year and are
therefore recognized at a point in time or over the period.
(5) Value added services
The Group provides other services to our sellers for which we charge fees such as logistics services, packaging of
products ahead of shipment and technical support. As Jumia establishes pricing, revenue is recognized on a gross basis. Revenue
for logistics is recognized over time as the performance obligation is being performed while revenue for packaging of products
and technical support is recognized when the respective service is completed.
Variable consideration
If the consideration in a contract includes a variable amount, the Group estimates the amount of consideration to which
it will be entitled in exchange for transferring the goods to the customer. The variable consideration is estimated at contract
inception and constrained until it is highly probable that a significant revenue reversal in the amount of cumulative
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revenue recognized will not occur when the associated uncertainty with the variable consideration is subsequently resolved.
The Group uses the expected value method to estimate the variable consideration given the large number of contracts
that have similar characteristics. The Group then applies the requirements on constraining estimates of variable consideration in
order to determine the amount of variable consideration that can be included in the transaction price and recognized as revenue. A
refund liability is recognized for the goods that are expected to be returned (i.e., the amount not included in the transaction price).
Cost to obtain a contract
The Group pays sales commission or fees to parties for each contract that they obtain. The Group applies the optional
practical expedient to immediately expense costs to obtain a contract if the amortization period of the asset that would have been
recognized is one year or less. As such, sales commissions and fees are immediately recognized as an expense and included as
part of sales and advertising expense.
Cost of revenue
Our cost of revenue consists primarily of the purchase price of consumer products where we act directly as the seller.
Certain expenses associated with third-party sales, such as compensation paid to sellers for lost, damaged or late delivery items,
and payment processing expenses for countries where JumiaPay operates are also included in cost of revenue.
o) Fulfillment expense
Fulfillment expense consists of expense related to services of third-party logistics providers, which we refer to as freight
and shipping, and expense mainly related to our network of warehouses, including employee benefit expense, which we refer to
as fulfillment expense other than freight and shipping. Fulfillment expense other than freight and shipping represents those
expenses incurred in operating and staffing our fulfillment and consumer service centers, including expense attributable to
procuring, receiving, inspecting, and warehousing inventories and picking, packaging, and preparing consumer orders for
shipment, including packaging materials. Lease expenses are primarily classified as “General and administrative expense” .
Fulfillment expense also includes expense relating to consumer service operations.
p) Sales and advertising expense
Sales and advertising expenses represent expenses associated with the promotion of our marketplace and include online
and offline marketing expenses, promotion of the brand through traditional media outlets, certain expense related to our consumer
acquisition and engagement activities and other expense associated with our market presence.
q) Technology and content expense
Technology and content expenses consist principally of research and development activities, including wages and
benefits, for employees involved in application, production, maintenance, operation for new and existing goods and services, as
well as other technology infrastructure expense.
r) General and administrative expense
General and administrative expense contains wages and benefits, including share-based payment expense, of
management, seller management expense, commercial development expense, accounting and legal staff expense, consulting
expense, audit expense, lease expense, office related utilities expense, insurance expense, tax expense other than income tax,
other overheads and other material general expenses.
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s) Employee benefits
Short-term benefits
Wages, salaries, paid annual leave and sick leave, bonuses, and other benefits (such as health services) are accrued in
the year in which the associated services are rendered by the employees of the Group.
t) Share-based compensation
The Group operates equity-settled share-based payment plans, under which directors and employees receive a
compensation in form of equity instrument of the Company or for the services provided. Awards are granted with service and/or
performance vesting conditions.
For equity settled instruments, the total amount to be expensed for services received is determined by reference to the
grant date fair value of the share-based payment award made. For share-based payment awards, we analyze whether the exercise
price paid (or payable) by a participant, if any, exceeds the market price of the underlying equity instruments at the grant date.
Any excess of (i) the estimated market value of the equity instruments and (ii) the exercise price results in share-based payment
expense.
The share based payment is expensed on a straight-line basis over the vesting period with a corresponding credit to
equity. Management estimates the number of awards that will eventually vest. For awards with graded-vesting features, each
instalment of the award is treated as a separate grant (i.e., each instalment is separately expensed over the related vesting period).
For equity settled instruments, option awards issued by the Group are initially measured using Black-Scholes valuation model on
the grant date and are not subsequently re-measured.
No expense is recognized for awards that do not ultimately vest such as in the case of an award forfeited by an employee
due to failure to satisfy the vesting conditions. When an award is cancelled (other than by forfeiture for failure to satisfy the
vesting conditions) during the vesting period, it is treated as an acceleration of vesting, and the entity recognizes immediately the
amount that would otherwise have been recognized for services received over the remainder of the vesting period. When an
award is surrendered by an employee (other than by forfeiture for failure to satisfy the vesting conditions), it is accounted for as a
cancellation.
For cash-settled share-based payments, a liability is recognized for the goods or services acquired, measured initially at
the fair value of the liability. At each balance sheet date until the liability is settled, and at the date of settlement, the fair value of
the liability is remeasured, with any changes in fair value recognized in general and administrative expenses.
When new equity instruments are granted during the vesting period of the currently vesting awards, and on the date that
they are granted, they are identified as replacement of the currently vesting awards, they are treated as a modification. The
incremental fair value of replacement awards is recognized over its vesting period, and the replaced awards continue to be
expensed as scheduled.
u) Income taxes
The income tax charge comprises of current tax and deferred tax and is recognized in profit or loss for the year, unless it
relates to transactions that are recognized directly in equity.
Current taxes are measured at the amount expected to be paid to or recovered from the taxation authorities on the
taxable profits or losses based on the prevailing tax rates on the reporting date and any adjustments to taxes payable in
previous years. Taxable profits or losses are based on estimates if financial statements are authorized prior to filing relevant tax
returns. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax
regulations are subject to interpretation and establishes provisions where appropriate.
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The calculation of deferred taxes is based on the balance sheet liability method that refers to the temporary differences
between the tax bases of assets and liabilities and their carrying amounts. The method of calculating deferred taxes depends on
how the asset’s carrying amount is expected to be realized and how the liabilities will be paid. However, in accordance with the
initial recognition exemption, deferred taxes are not recorded for temporary differences on initial recognition of an asset or a
liability in a transaction other than a business combination if the transaction, when initially recorded, affects neither accounting
nor taxable profit. Deferred taxes are measured at tax rates enacted or substantively enacted at the end of the reporting period.
Deferred tax assets are offset against deferred tax liabilities if the taxes are levied by the same taxation authority and the entity
has a legally enforceable right to offset current tax assets against current tax. Deferred tax assets for deductible temporary
differences and tax loss carry forwards are recorded only to the extent that they are believed to be recoverable.
v) Segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision-maker (CODM), which are the same figures as those presented in the statement of operations. The chief operating
decision maker is comprised of two Co-CEOs and the CFO. In the periods presented, the Group had one operating and reportable
segment, an e-Commerce platform. Although the e-Commerce platform consists of different business platforms of the Group, the
CODM makes decisions as to how to allocate resources based on the long-term growth potential of the Group as determined by
market research, growth potential in regions, and various internal key performance indicators. The Group’s geographical
distribution of revenue and property and equipment was as follows:
Revenue For the year ended December 31,
in thousands of EUR
2018 2019 2020
West Africa
(1)
65,655 68,919 63,105
North Africa
(2)
36,947 57,238 48,476
East and South Africa
(3)
25,947 32,839 27,107
Europe
(4)
509 1,363 728
United Arab Emirates — 49 207
Total
129,058 160,408 139,623
Property and equipment As of December 31,
in thousands of EUR
2019 2020
West Africa
(1)
5,201 4,333
North Africa
(2)
4,878 6,343
East and South Africa
(3)
6,243 4,506
Europe
(4)
1,030 1,323
United Arab Emirates 82 54
Total
17,434 16,559
(1) West Africa covers Nigeria, Ivory Coast, Senegal, Cameroon and Ghana.
(2) North Africa covers Egypt, Tunisia, Morocco and Algeria.
(3) East and South Africa covers Kenya, Tanzania, Uganda, Rwanda and South Africa.
(4) Portugal and Germany
.
3 Significant accounting estimates, judgments and assumptions in applying accounting policies
The preparation of the Group’s consolidated financial statements requires its management to make judgments, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures,
including disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of assets or liabilities affected in future periods.
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Judgments
There have been no material revisions to the nature and amount of estimates reported in prior periods, except for the
effect of the settlement of the lawsuit described in Note 16. However, the effects of COVID-19 have required assessment of
significant judgments and estimates to be made, including but not limited to:
• Determining the net realizable value of inventory that has become slow moving due to the effects of COVID-19; and,
• Estimates of expected credit losses attributable to accounts receivable arising from sales to customers on credit terms,
including the incorporation of forward-looking information to supplement historical credit loss rates.
In the process of applying the Group’s accounting policies, management has made the following judgments, which have
the most significant effect on the amounts recognized in the consolidated financial statements:
Consolidation of entities
In course of its operations, Jumia uses services from entities in which it does not hold the majority of the voting rights.
These entities are either:
- operating services companies for the Group providing payroll and support services,
- operating e-commerce services in countries where a local partner is required to hold majority of the voting rights,
- owned by group executive acting as de-facto agent for the Group.
The Group has determined that it controls these entities as it has power over the investees, rights to variable returns and
the ability to use its power over the investee to affect the amount of these returns.
Determining the lease term of contracts with renewal and termination options – Group as lessee
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an
option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if
it is reasonably certain not to be exercised.
The Group has several lease contracts that include extension and termination options. The Group applies judgement in
evaluating whether it is reasonably certain whether or not to exercise the option to renew or terminate the lease. That is, it
considers all relevant factors that create an economic incentive for it to exercise either the renewal or termination. After the
commencement date, the Group reassesses the lease term if there is a significant event or change in circumstances that is within
its control and affects its ability to exercise or not to exercise the option to renew or to terminate (e.g., construction of significant
leasehold improvements or significant customization to the leased asset).
Revenue from contracts with customers
The Group applied the following judgements that significantly affect the determination of the amount and timing of
revenue from contracts with customers:
Principal versus agent considerations
The Group enters into contracts where it acts as a seller and determines the price and bears the obligation to deliver
those goods to the consumer. Under these contracts, the Group determines that it controls the goods before they are transferred to
customers and hence is a principal. Additionally, in cases where the group enters into transactions
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wherein it provides fulfillment and marketing services, it is obliged to deliver the services as well as has the discretion to set the
price, and hence is considered as a principal in such transactions.
In cases where the Group enters into a contract that provides the selling platform to vendors to sell goods directly to
consumers, the Group has no discretion in setting the price and has no inventory risk and hence is considered as the agent in such
transactions.
Estimates and assumptions
Uncertain tax positions
The application of tax rules to complex transactions is sometimes open to interpretation, both by the Group and taxation
authorities. Those interpretations of tax law that are unclear are generally referred to as uncertain tax positions.
Uncertain tax positions are assessed and reviewed by management at the end of each reporting period. Liabilities are
recorded for tax positions that are determined by management as more likely than not to result in additional taxes being levied if
the positions were to be challenged by the tax authorities. The assessment relies on estimates and assumptions and may involve a
series of judgments about future events. These judgments are based on the interpretation of tax laws that have been enacted or
substantively enacted by the end of the reporting period, and any known court or other rulings on such issues. Liabilities for
penalties, interest and taxes are recognized based on management’s best estimate of the expenditure required to settle the
obligations at the end of the reporting period. Management’s best estimate of the amount to be provided is determined by their
judgment and, in some cases, reports from independent experts. Further details can be found in note 19.
Share-based compensation
For grants prior to May 10, 2019, the Group measured the fair value of its ordinary shares and of its call options as
follows: the fair value of the Group’s ordinary shares was based on the income approach to estimate the equity value of the
Group. The future cash flows are discounted using a weighted average cost of capital that takes into consideration the stage of
development of the business in each of the countries in which the Group operates.
For grants subsequent to May 10, 2019 (grants after IPO), the fair value of the share is based on the value per ADS of
Jumia Technologies AG traded on the New York Stock Exchange converted into Euro.
For all grants subsequent to July 1, 2017, the fair value of the Group’s call options is derived from the fair value of the
Group’s ordinary shares measured based on the Black-Scholes-Merton formula with the underlying assumptions that:
- The options can be exercised only on the expiry date
- There are no taxes or transaction costs and no margin requirements
- The volatility of the underlying asset is constant and is defined as the standard deviation of the continuously
compounded rates of return on the share over a specified period
- The risk-free interest rate is relatively constant over time
This estimate also requires determination of the most appropriate inputs to the valuation model including the expected
life of the share option, volatility and dividend yield. These inputs, and the volatility assumption in particular, are considered to
be highly complex and subjective. Because the Group’s shares had not been publicly traded before April 12
th
, 2019, it lacks
sufficient company-specific historical and implied volatility information for its shares. Therefore, it estimates expected share
price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such
time as it has adequate historical data regarding the volatility of its own traded share price.
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Further details can be found in Note 15.
Inventories
The valuation of inventory at net realizable value requires judgments, based on currently-available information, about
the likely method of disposition, such as through sales to individual consumers, returns to product vendors, or liquidations, and
expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently
uncertain and changes in estimates and assumptions may cause material write-downs in the future. Further details can be found in
Note 8.
Impairment of trade and other receivables
Receivables from end customers, third party logistics providers and payment services providers are expected to be
collected in a very short period following delivery of the goods. If uncollected after 15 days, these balances are fully provisioned
unless there is a clear indicator of commitment to pay. This assessment is based on the agreement with these parties as well as the
historical expectation of collection. Due to the very short cycle of collection pattern, Management estimates that the application
of the above accounting policy would not materially differ from the application of the expected credit losses model (ECL).
On receivables from corporate customers, the Group calculated an allowance for expected credit losses (“ECLs”)
applying the simplified method permitted by IFRS 9 for trade receivables at reporting date. The Group did not track changes in
credit risk, but instead calculated a loss allowance based on lifetime ECLs. Using the practical expedient that is allowed by the
standard, the Group has established provision matrices that are based on its historical credit loss experience for the previous
years, adjusted for non-recurring events and for forward-looking factors per country which incorporated several macroeconomic
elements such as the countries’ GDP, unemployment rates. As the ECL calculated did not materially differ from the application
of the accounting policy of the Group, which is based on the ageing of the balances, no additional expense was recognized within
General and administrative expense.
Generally, trade receivables are written-off if past due for more than one year and are not subject to enforcement activity
under credit risk.
Leases- Estimating the incremental borrowing rate
The Group cannot readily determine the interest rate implicit in the leases, therefore, it uses its incremental borrowing
rate (IBR) to measure lease liabilities. The IBR is the rate of interest that the Group would have to pay to borrow over a similar
term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar
economic environment. The IBR therefore reflects what the Group ‘would have to pay’, which requires estimation when no
observable rates are available (such as for subsidiaries that do not enter into financing transactions) or when they need to be
adjusted to reflect the terms and conditions of the lease (for example, when leases are not in the subsidiary’s functional currency).
The Group estimates the IBR using observable inputs (such as market interest rates) when available and is required to make
certain entity-specific estimates (such as the subsidiary’s stand-alone credit rating).
4 New accounting pronouncements
a) New standards, interpretations and amendments adopted by the Group
The impact of the adoption of the new standards and amendments to standards that became effective as of January 1,
2020 is as follows:
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F-21
IAS 1 and IAS 8 (amendment)
On October 31, 2018, the IASB issued 'Definition of Material (Amendments to IAS 1 and IAS 8)' to clarify the
definition of ‘material’ and to align the definition used in the Conceptual Framework and the standards themselves. There is no
material impact of the adoption of this amendment in the financial statements.
IFRS 9, IAS 39 and IFRS 7 (amendment)
On September 26, 2019, the IASB issued 'Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39 and IFRS
7). These amendments are part of the first phase of IASB ‘IBOR reform’ project and provide certain reliefs in connection with
interest rate benchmark reform. The relief relate to hedge accounting, in terms of: i) risk components; ii) ‘highly probable’
requirement; iii) prospective assessment; iv) retrospective effectiveness test (for IAS 39 adopters); and v) recycling of the cash
flow hedging reserve, with the objective that interest rate benchmark reform does not cause hedge accounting to be discontinued.
However, any hedge ineffectiveness should continue to be recorded in the income statement. There is no material impact of the
adoption of this amendment in the financial statements.
Conceptual framework
Together with the revised 'Conceptual Framework' published in March 2018, the IASB also issued 'Amendments to
References to the Conceptual Framework in IFRS Standards'. This amendment includes clarifications as to obscured information,
its effect being similar to the omission or distortion of information; and also, clarifications as to the term ‘primary users of
general purpose financial statements’, defined as ‘existing or potential investors, lenders and other creditors’ that rely on general
purpose financial statements to obtain a significant part of the information that they need. There is no material impact of the
adoption of this amendment in the financial statements.
IFRS 3 amendments
On October 22, 2018, the IASB issued 'Definition of a Business (Amendments to IFRS 3). The amendment revises the
definition of a business in order to account for business combinations. The new definition requires that an acquisition include an
input, as well as a substantial process that significantly contribute to the ability to generate outputs. Outputs are now defined as
goods and services rendered to customers, that generate investment income and other income, and exclude returns as lower costs
and other economic benefits for shareholders. Optional ‘concentration tests’ for the assessment if one transaction is the
acquisition of an asset or a business combination, are allowed. The amendments are effective for business combinations for
which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2020.
There is no material impact of the adoption of this amendment in the financial statements.
b) Standards issued but not yet effective
The Group has not early adopted any other standard, interpretation or amendment that has been issued but is not yet
effective. The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of
the Group’s financial statements are disclosed below.
Amendment to IFRS 16
On May 28, 2020, the IASB published 'Covid-19-Related Rent Concessions (Amendment to IFRS 16). This amendment
introduces a practical expedient for lessees (but not for lessors), which exempts them from assessing whether the rent concessions
granted by lessors under COVID-19 are a modification to the lease contract, when three criteria are cumulatively met: i) the
change in lease payments results in a revised fee for the lease that is substantially equal to, or less than, the fee immediately prior
to the change; ii) any reduction in lease payments only affects payments due on or before June 30, 2021; and iii) there are no
substantive changes to other lease terms and conditions. Lessees that choose to apply this practical expedient, recognize the
change in rent payments, as variable rents in the period(s) in which the event or condition leading to the payment reduction
occurs. This amendment is applicable for annual reporting periods beginning on or after June 1, 2020, with early application
permitted. It’s applied retrospectively with the impacts reflected as an
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F-22
adjustment to retained earnings (or another equity component, as appropriate) at the beginning of the annual reporting period in
which the lessee applies this amendment for the first time. The Group chose not to perform early application and does not expect
to apply this practical expedient.
IBOR reform Phase 2 amendments
On August 27, 2020, the IASB issued 'Interest Rate Benchmark Reform — Phase 2 (Amendments to IFRS 9, IAS 39,
IFRS 7, IFRS 4 and IFRS 16)' with amendments that provide temporary relief to address issues that might affect financial
reporting after the reform of an interest rate benchmark, including its replacement with alternative benchmark rates. The
amendments are effective for annual periods beginning on or after January 1, 2021.
IFRS 3 amendments updating a reference to the Conceptual Framework
On May 14, 2020, the IASB issued 'Reference to the Conceptual Framework (Amendments to IFRS 3)' with
amendments to IFRS 3 'Business Combinations' that update an outdated reference in IFRS 3 without significantly changing its
requirements. This amendment also clarifies the accounting treatment to be given to contingent liabilities and liabilities under
IAS 37 and IFRIC 21, incurred separately versus within a business combination. This amendment is applied prospectively. The
amendments are effective for annual reporting periods beginning on or after January 1, 2022.
IAS 37 amendments regarding onerous contracts
On May 14, 2020, the IASB issued 'Onerous Contracts — Cost of Fulfilling a Contract (Amendments to IAS 37)'. This
amendment specifies that when assessing whether a contract is onerous or not, only expenses directly related to the performance
of the contract, such as incremental costs related to direct labor and materials and the allocation of other expenses directly related
to the allocation of depreciation expenses of tangible assets used to carry out the contract, can be considered. This amendment
must be applied to contracts that, at the beginning of the first annual reporting period to which the amendment is applied, still
include contractual obligations to be satisfied, without restating comparatives. The amendments are effective for annual reporting
periods beginning on or after January 1, 2022.
Annual Improvements 2018 - 2020
On May 14, 2020, the IASB issued 'Annual Improvements to IFRS Standards 2018–2020'. The pronouncement contains
amendments to four International Financial Reporting Standards (IFRSs) as result of the IASB's annual improvements project.
The 2018-2020 annual improvements impact: IFRS 1, IFRS 9, IFRS 16 and IAS 41. The amendments are effective for annual
reporting periods beginning on or after January 1, 2022.
IAS 16 amendments regarding proceeds before intended use
On May 14, 2020, the IASB issued 'Property, Plant and Equipment — Proceeds before Intended Use (Amendments to
IAS 16)'. This amendment changes the accounting treatment of the proceeds obtained from the sale of products that resulted from
the production test phase of property, plant and equipment, prohibiting their deduction to the acquisition cost of assets. The entity
shall recognize the cumulative effect of initially applying the amendments as an adjustment to the opening balance of retained
earnings (or other component of equity, as appropriate) at the beginning of that earliest period presented. The amendments are
effective for annual reporting periods beginning on or after January 1, 2022.
IFRS 17 – Insurance contracts
In May 2017, the IASB issued IFRS 17 Insurance Contracts (IFRS 17), a comprehensive new accounting standard for
insurance contracts covering recognition and measurement, presentation and disclosure. Once effective, IFRS 17 will replace
IFRS 4 Insurance Contracts (IFRS 4) that was issued in 2005. IFRS 17 applies to all types of insurance contracts (i.e., life, non-
life, direct insurance and re-insurance), regardless of the type of entities that issue them, as well as to certain guarantees and
financial instruments with discretionary participation features. A few scope exceptions will apply. The overall objective of IFRS
17 is to provide an accounting model for insurance contracts that is more useful and
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F-23
consistent for insurers. In contrast to the requirements in IFRS 4, which are largely based on grandfathering previous local
accounting policies, IFRS 17 provides a comprehensive model for insurance contracts, covering all relevant accounting aspects.
The core of IFRS 17 is the general model, supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts IFRS 17 is effective
for reporting periods beginning on or after January 1, 2023, with comparative figures required. Early application is
permitted, provided the entity also applies IFRS 9 and IFRS 15 on or before the date it first applies IFRS 17.
IAS 1 amendments on classification
On January 23, 2020, the IASB issued 'Classification of Liabilities as Current or Non-current (Amendments to IAS 1).
This amendment intends to clarify that liabilities are classified as either current or non-current balances depending on the rights
that an entity has to defer its payment, at the end of each reporting period. The classification of liabilities is not affected by the
entity's expectations (the assessment should determine whether a right exists, but should not consider whether or not the entity
will exercise that right), or by events occurring after the reporting date, such as the non-compliance of a given “covenant”.
Accordingly, covenant compliance will need to be also tested as at year end date regardless of whether the lender tests for
compliance at that date or at a later date. This amendment also introduces a new definition of “settlement” of a liability. This
amendment is applicable retrospectively. The amendments were originally effective for annual reporting periods beginning on or
after January 1, 2022, however, their effective date has been delayed to January 1, 2023.
The group does not expect a material impact upon adoption of any of these standards and is not planning early adoption.
5 Group Information
At December 31, 2020, Jumia consolidated the following subsidiaries:
Company name
Country of
incorporation
% control Principal activities
(1)
December 31, 2019 December 31, 2020
Jumia Technologies AG GERMANY 100.00 100.00 Parent holding
Africa Internet General Trading LLC UAE 100.00 100.00 Services
Africa Internet Services SAS FRANCE 100.00 100.00 Not active
African Internet Services S.A. ANGOLA 99.82 100.00 Not active
AIH General Merchandise Algeria UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Cameroon UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Egypt UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Ghana UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 — Holding
AIH General Merchandise Ivory Coast UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Kenya UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Morocco UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise Nigeria UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.71 99.89 Holding
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F-24
AIH General Merchandise Tanzania UG
(haftungsbeschränkt) & Co. KG
GERMANY 99.82 100.00 Holding
AIH General Merchandise UG (haftungsbeschränkt)
& Co. KG
GERMANY 99.82 100.00 Holding
AIH Subholding Nr. 10 UG (haftungsbeschränkt) &
Co. KG
GERMANY 99.82 100.00 Holding
AIH Subholding Nr. 11 UG (haftungsbeschränkt) &
Co. KG
GERMANY 99.82 100.00 Holding
AIH Subholding Nr. 12 UG (haftungsbeschränkt) &
Co. KG
GERMANY 99.82 — Holding
AIH Subholding Nr. 8 UG (haftungsbeschränkt) &
Co. KG
GERMANY 99.82 100.00 Holding
AIH Subholding Nr. 9 UG (haftungsbeschränkt) &
Co. KG
GERMANY 99.82 — Holding
Atol Internet Services Ltd. MAURITIUS 99.82 100.00 Not active
Atol Internet Serviçes Mozambique Ltd. MOZAMBIQUE 99.82 100.00 Not active
Atol Internet Services Rwanda RWANDA 99.82 100.00 Not active
Atol Internet Services S.a.r.l. Tunisia TUNISIA 99.82 100.00 Not active
Atol Ivory Coast SARL IVORY COAST 99.82 100.00 Not active
Atol Services Congo Ltd. CONGO 99.82 100.00 Not active
Atol Services Gabon SARL GABON 99.82 100.00 Not active
Atol Technology PLC ETHIOPIA 99.82 100.00 Not active
Bambino 162. V V UG (haftungsbeschränkt) GERMANY 100.00 100.00 Services
Digital Services XLV (GP) S.à r.l. GERMANY 100.00 100.00 Services
EasyTaxi Egypt EGYPT 99.82 100.00 Not active
Ecart Internet Services Nigeria Ltd. NIGERIA 99.71 99.89 Online retailer
Ecart Services Algeria SARL ALGERIA 99.82 100.00 Not active
Ecart Services Cameroon Ltd. CAMEROON 99.82 100.00 Not active
Ecart Services Ghana Ltd. GHANA 100.00 100.00 Not active
Ecart Services Ivory Coast SARL IVORY COAST 99.82 100.00 Online retailer
Ecart Services Kenya Ltd. KENYA 99.82 100.00 Online retailer
Ecart Services Morocco Sarlau MOROCCO 99.82 100.00 Online retailer
Ecart Services Tanzania Ltd. TANZANIA 99.82 100.00 Not active
Hellopay Africa Integrated Services Ltd. (formerly:
Lipco Internet Services Nigeria)
NIGERIA 99.82 100.00 Jumia Pay
Jade E-Services Algeria SARL ALGERIA 99.82 100.00 Marketplace
Jade E-Services Ghana Ltd. GHANA 99.82 100.00 Online retailer
Jade E-Services Kenya Ltd. KENYA 99.82 100.00 Not active
Jade E-Services Senegal SARL SENEGAL 99.82 100.00 Online retailer
Jade E-Services South Africa Proprietary Ltd. SOUTH AFRICA 99.82 100.00 Online retailer
Jade E-Services Tunisia SARL TUNISIA 98.82 100.00 Not active
Jade E-Services Uganda Ltd. UGANDA 99.82 100.00 Online retailer
Jolali Global Resources Ltd. NIGERIA 99.71 99.89 Not active
Jumia Egypt LLC EGYPT 99.82 100.00 Online retailer
Jumia Eservices SARL TUNISIA 99.82 100.00 Online retailer
Jumia for Trading LLC EGYPT 100.00 100.00 Not active
Jumia Services FZ-LLC UAE — 100.00 Services
Jumia Services GmbH GERMANY 99.82 100.00 Services
Jumia Technology Services (Shenzhen) Co., Ltd CHINA — 100.00 Services
Jumia UG (haftungsbeschränkt) & Co. KG GERMANY 99.82 100.00 Holding
Jumia USA LLC USA 100.00 100.00 Services
Juwel 193 V V UG (haftungsbeschränkt) & Co.
Zwölfte Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) GERMANY 99.82 100.00 Services
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F-25
Juwel 193. V V UG (haftungsbeschränkt) & Co. 128.
Verwaltungs KG
GERMANY 99.82 — Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co. 132.
Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co. 23.
Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co. 24.
Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co.
Dritte Verwaltungs KG
GERMANY 99.82 — Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co.
Fünfte Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co.
Siebte Verwaltungs KG
GERMANY 99.82 — Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co.
Vierte Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel 193. V V UG (haftungsbeschränkt) & Co.
Zehnte Verwaltungs KG
GERMANY 99.82 — Holding
Juwel 194. V V UG (haftungsbeschränkt) GERMANY 99.82 100.00 Services
Juwel 194. V V UG (haftungsbeschränkt) & Co.
Erste Verwaltungs KG
GERMANY 99.82 100.00 Holding
Juwel E-Services Tanzania Ltd. TANZANIA 99.82 100.00 Not active
Lendico S.A (PTY) Ltd. SOUTH AFRICA 99.82 100.00 Not active
Lipco Internet Services Zimbabwe Ltd. ZIMBABWE 99.82 100.00 Not active
Silveroak Internet Services Portugal, Unipessoal Lda PORTUGAL 100.00 100.00 IT Services
Vamido Global Resources Ltd. NIGERIA 99.71 99.89 Not active
(1) Principal activities as of December 31, 2020
The changes in scope during 2020 result from creation of new entities and mergers.
Jumia Services FZ-LLC and Jumia Technology Services (Shenzhen) Co., Ltd were created in the course of this year.
Mergers occurred in Germany (AIH General Merchandise Ghana UG (haftungsbeschränkt) & Co. KG, AIH Subholding Nr. 12
UG (haftungsbeschränkt) & Co. KG, AIH Subholding Nr. 9 UG (haftungsbeschränkt) & Co. KG, Juwel 193. V V UG
(haftungsbeschränkt) & Co. 128. Verwaltungs KG, Juwel 193. V V UG (haftungsbeschränkt) & Co. Dritte Verwaltungs KG,
Juwel 193. V V UG (haftungsbeschränkt) & Co. Siebte Verwaltungs KG and Juwel 193. V V UG (haftungsbeschränkt) & Co.
Zehnte Verwaltungs KG).
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F-26
6 Material partly-owned subsidiaries
Financial information of subsidiaries that have material non-controlling interests is provided below.
The proportion of equity interest held by non-controlling interests is as follows:
Country of incorporation As of December 31,
Name
and operation 2019
2020
ECART Internet Services Nigeria NIGERIA 0.29 % 0.11 %
Jumia Egypt LLC EGYPT 0.18 % —
ECART services Morocco Sarl MOROCCO 0.18 % —
ECART services Kenya Limited KENYA 0.18 % —
ECART services Ivory Coast SRL IVORY COAST 0.18 % —
Jade E-Services South Africa PTY Ltd SOUTH AFRICA 0.18 % —
Net equity attributed to non-controlling interests of these subsidiaries is as follows:
As of December 31,
Name
2019 2020
ECART Internet Services Nigeria (825) (340)
Jumia Egypt LLC (226) —
ECART services Morocco Sarl (149) —
ECART services Kenya Limited (126) —
ECART services Ivory Coast SRL (125) —
Jade E-Services South Africa PTY Ltd (74) —
Other subsidiaries 1,027 (3)
Total
(498)
(343)
The statutory financial position and comprehensive income of these subsidiaries attributed to non-controlling interests
are shown below:
For the year ended December 31, 2018
Total Comprehensive
In thousands of EUR
Revenue
Loss for the year
loss of the year
ECART Internet Services Nigeria 80 (103) (104)
Jumia Egypt LLC 41 (47) (47)
ECART services Morocco Sarl 23 (25) (25)
ECART services Kenya Limited 16 (30) (29)
ECART services Ivory Coast SRL 52 (26) (26)
Jade E-Services South Africa PTY Ltd 28 (12) (11)
Total
240
(243)
(242)
For the year ended December 31, 2019
Total Comprehensive
In thousands of EUR
Revenue
Loss for the year
loss of the year
ECART Internet Services Nigeria 97 (127) (126)
Jumia Egypt LLC 48 (63) (64)
ECART services Morocco Sarl 49 (39) (39)
ECART services Kenya Limited 21 (34) (34)
ECART services Ivory Coast SRL 46 (29) (29)
Jade E-Services South Africa PTY Ltd 32 (11) (11)
Total
293
(303)
(303)
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F-27
For the year ended December 31, 2020
Total Comprehensive
In thousands of EUR
Revenue
Loss for the year
loss of the year
ECART Internet Services Nigeria 36 (29) 9
Total
36 (29)
9
As of December 31, 2019
Total Total Total Total
In thousands of EUR
Non-current assets
Current assets
Non-Current liabilities
Current liabilities
ECART Internet Services Nigeria 7 26 (0) 658
Jumia Egypt LLC 4 20 1 240
ECART services Morocco Sarl 4 14 1 167
ECART services Kenya Limited 6 8 4 122
ECART services Ivory Coast SRL 3 13 1 142
Jade E-Services South Africa PTY Ltd 5 19 3 57
Total
29
100
9 1,386
As of December 31, 2020
Total Total Total Total
In thousands of EUR
Non-current assets
Current assets
Non-Current liabilities
Current liabilities
ECART Internet Services Nigeria 2 14 0 24
Total
2
14
0 24
The statutory net cash flows of these subsidiaries attributed to non-controlling interests are shown below:
For the year ended December 31, 2018
Net cash flows used in
In thousands of EUR Operating activities Investing activities Financing activities
ECART Internet Services Nigeria (36) (2) —
Jumia Egypt LLC (21) (1) —
ECART services Morocco Sarl (14) (1) —
ECART services Kenya Limited (10) — —
ECART services Ivory Coast SRL (14) (1) —
Jade E-Services South Africa PTY Ltd (13) — —
Total
(108) (5) —
For the year ended December 31, 2019
Net cash flows used in
In thousands of EUR Operating activities Investing activities Financing activities
ECART Internet Services Nigeria (21) 2 (2)
Jumia Egypt LLC (26) (2) (1)
ECART services Morocco Sarl (14) (1) (1)
ECART services Kenya Limited (24) (1) (1)
ECART services Ivory Coast SRL (12) (1) (1)
Jade E-Services South Africa PTY Ltd (8) (1) (1)
Total
(105) (4) (7)
For the year ended December 31, 2020
Net cash flows used in
In thousands of EUR Operating activities Investing activities Financing activities
ECART Internet Services Nigeria 8 (1) (1)
Total
8 (1) (1)
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F-28
7 Property and Equipment
Movements in the carrying amount of property and equipment were as follows:
Transportation
equipment,
office
Technical equipment Right of use
equipment and and other assets - Office
In thousands of EUR Buildings machinery equipment and Warehouse Total
Balance as of January 1, 2019 1,494 1,483 8,666 — 11,643
Additions and modifications 1,111 1,011 3,536 3,650 9,308
Disposals (85) (135) (503) — (723)
Effect of translation 106 49 265 93 513
Cancelation of leases — — — (229) (229)
IFRS 16 adoption — 4 (15) 10,546 10,535
Balance as of December 31, 2019 2,626 2,412 11,949 14,060 31,047
Additions and modifications 189 445 1,363 6,679 8,676
Disposals (225) (132) (627) — (984)
Reclassification 65 (95) 30 — —
Effect of translation (221) (192) (1,093) (1,383) (2,889)
Balance as of December 31, 2020 2,434 2,438 11,622 19,356 35,850
Accumulated depreciation
Balance as of January 1, 2019 (864) (696) (5,063) — (6,623)
Depreciation charge (466) (488) (2,225) (4,518) (7,697)
Accumulated depreciation on disposals 57 99 458 — 614
Effect of translation (56) (23) (142) — (221)
Cancelation of leases — — — 223 223
Reclassification — — 85 6 91
Balance as of December 31, 2019 (1,329) (1,108) (6,887) (4,289) (13,613)
Depreciation charge (631) (527) (2,385) (4,501) (8,044)
Accumulated depreciation on disposals 225 132 623 — 980
Effect of translation 127 114 741 404 1,386
Reclassification — — — — —
Balance as of December 31, 2020 (1,608) (1,389) (7,908) (8,386) (19,291)
Carrying amount as of December 31, 2019
1,297 1,304 5,062 9,771
17,434
Carrying amount as of December 31, 2020
826 1,049 3,714 10,970
16,559
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F-29
Set out below, are the carrying amounts of the Group’s right-of-use assets and lease liabilities and the movements during the
period:
In thousands of EUR Right of use assets Lease Liabilities
As at December 31, 2019 10,546 9,147
Additions 4,230 4,180
Depreciation (4,518) —
Interest expense — 1,293
Lease modifications (580) (598)
Payments — (4,945)
Effect of translation 93 106
As at January 1, 2020 9,771 9,183
Additions 5,069 5,100
Depreciation (4,501) —
Interest expense — 1,328
Lease modifications 1,610 1,546
Payments — (5,331)
Effect of translation (979) (910)
As at December 31, 2020
10,970 10,916
During 2020, the Group’s main additions on Right of use assets include new lease contracts for an office in Egypt, Nigeria and
Portugal and a warehouse facility in Egypt.
The Group recognized rent expense from short-term leases of EUR 1,357 thousand in the year ended December 31, 2020.
The following are the amounts recognized in profit or loss:
In thousands of EUR 2019 2020
Depreciation expense of right-of-use assets (4,518) (4,501)
Interest expense on lease liabilities (1,293) (1,328)
Expense relating to short-term leases (1,682) (1,357)
Total amount recognised in profit or loss
(7,493) (7,186)
The Group had total cash outflows for leases of EUR 5,331 thousand in 2020 (EUR 4,945 thousand in 2019). The Group also had
non-cash additions to right-of-use assets and lease liabilities of EUR 5,069 thousand and EUR 5,100 thousand in 2020,
respectively (EUR 4,230 thousand and EUR 4,180 thousand in 2019, respectively).
8 Inventories
Inventories are comprised of the following:
As of December 31,
In thousands of EUR 2019 2020
Merchandise available for sale 11,176 7,945
Less: Provision for slow moving and obsolete inventories (1,180) (1,242)
Total Inventories
9,996 6,703
The total cost of inventory recognized as an expense in the consolidated profit or loss was EUR 46,783 thousand ( 2019
: EUR 84,506 thousand and 2018 : EUR 84,849 thousand ).
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F-30
Provision for slow moving and obsolete inventories
The movement in the provision for inventories is as follows:
In thousands of EUR
Inventories
Provision
Balance as of January 1, 2019 1,162
Additions 886
Reversal (611)
Use of provision (317)
Effect of translation 60
Balance as of December 31, 2019 1,180
Additions 849
Reversal (378)
Use of provision (343)
Effect of translation (66)
Balance as of December 31, 2020
1,242
The provisions are reversed whenever correspondent items are either sold or returned to the vendors.
The increase in the provisions is due to slow moving items not sold yet during the year related to Covid-19.
.
9 Cash and cash equivalents
Cash and cash equivalents comprised the following:
As of December 31,
In thousands of EUR 2019 2020
Cash at bank and in hand 52,729 238,208
Short-term deposits 117,292 66,693
Total Cash and cash equivalents
170,021 304,901
Cash at banks earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying
periods, depending on the immediate cash requirements of the Group, and earn interest at the respective short-term deposit rates.
There is no restricted cash on cash and cash equivalents at December 31, 2020 (December 31, 2019: nil).
While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified expected
credit loss was immaterial.
10 Term Deposits
Term deposits comprised the following:
As of December 31,
In thousands of EUR 2019 2020
Short term deposits - banks 62,418 991
Term Deposits
62,418 991
Deposits represent interest bearing deposit with a commercial bank for a fixed period of more than 3 months.
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11 Trade and other receivables
Trade and other receivables were comprised of the following:
As of December 31,
In thousands of EUR 2019 2020
Advances to suppliers 2,356 638
Trade notes and accounts receivable 17,780 14,712
Less: Allowance for impairment of trade notes and accounts receivable (8,283) (8,061)
Unbilled revenues 858 616
Other receivables 4,728 3,406
Less: Allowance for impairment of other receivables (503) (589)
Trade and other receivables
16,936 10,722
Allowance for expected credit losses
The movement of allowance for expected credit losses (“ECL”) of trade notes and accounts receivables and other
receivables is as follows:
ECL of trade notes
and accounts ECL of other
In thousands of EUR
receivable
receivables
Balance as of January 1, 2019 4,254 484
Additions 6,178 71
Reversal (318) (54)
Use of provision (2,025) —
Effect of translation 194 2
Balance as of December 31, 2019 8,283 503
Additions 4,349 215
Reversal (129) (30)
Use of provision (3,557) (75)
Effect of translation (885) (24)
Balance as of December 31, 2020
8,061
589
The ageing analysis of trade notes and accounts receivables is as follows:
Past due but not impaired
Total Neither past
Total expected due nor < 30 30 - 90 >90
In thousands of EUR
Total net
gross
credit losses
impaired
days
days
days
As of December 31, 2019 9,497 17,780 (8,283) 3,291 1,554 2,515 2,137
As of December 31, 2020 6,651 14,712 (8,061) 2,470 2,608 993 580
See Note 31 for disclosure of how the Group manages and measures credit quality of trade and other receivables that are
neither past due nor impaired.
12 Prepaid expense and other current assets
As of December 31, 2020, prepaid expense and other current assets were comprised of prepaid server hosting fees and
software licenses EUR 7,688 thousand (2019: EUR 7,788 thousand), advance payments to the Group’s partners for online
payment services amounting to EUR 789 thousand (2019: EUR 2,168 thousand) and prepaid rent represents 960 thousand (2019:
EUR 904 thousand). The remaining amount of EUR 968 thousand is related to insurance and other goods and services (2019:
EUR 1,733 thousand).
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13 Share capital and share premium
Ordinary shares issued and fully paid as at December 31, 2020
Number of shares Class
Par value
(EUR)
Share capital
(in thousands of EUR)
Share premium
(in thousands of EUR) Total
179,259,246 Ordinary 1 179,259 1,205,340 1,384,599
Total
1
179,259 1,205,340 1,384,599
The total authorized number of ordinary shares is 179,259,246 shares as at December 31, 2020 (2019: 156,816,494
shares) with a par value of EUR 1.00 per share. All issued ordinary shares are fully paid. Each ordinary share carries one vote.
During 2020, 6,502,784 shares were issued, all fully paid, relating to the settlement of different equity programs of the
company. Related transaction costs of EUR 553 thousand are recognized directly in the accumulated losses. Furthermore, in
December 2020, we completed an equity offering for which 15,939,968 shares were issued, all fully paid. Proceeds from the
offering, net of commissions and expenses, were approximately USD 231.4 million (EUR 194.3 million). Transaction costs of
EUR 10,849 thousand related to the offering are recognized directly in the accumulated losses.
Ordinary shares issued and fully paid as at December 31, 2019
Number of shares Class
Par value
(EUR)
Share capital
(in thousands of EUR)
Share premium
(in thousands of EUR) Total
156,816,494 Ordinary 1 156,816 1,018,276 1,175,092
Total
1
156,816 1,018,276 1,175,092
The total authorized number of ordinary shares is 156,816,494 shares as at December 31, 2019 with a par value of EUR
1.00 per share. All issued ordinary shares are fully paid. Each ordinary share carries one vote.
During 2019, 156,683,863 shares were issued, all fully paid, relating to the entry of a new investor in January 2019 and
the Initial Public Offering (IPO) with concurrent private placement in April 2019. The nominal value of all shares issued is €1
each. Transaction costs of EUR 7,357 thousand related to the new investor and IPO are recognized directly in the accumulated
losses. In total, in 2019, the Group received capital contributions of EUR 329,161 thousand.
14 Other Reserves
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Exchange
Share-based difference on
payment net investment Currency Total
capital in foreign translation other
In thousands of EUR reserves operations adjustment reserves
As of January 1, 2018 58,872 (96,808) 88,853 50,917
Other comprehensive loss — 9,053 (9,229) (176)
Total comprehensive loss for the year — 9,053 (9,229) (176)
Share-based payments 17,256 — — 17,256
Change in Non-controlling interests — (1,888) (16) (1,904)
As of December 31, 2018 76,128 (89,643) 79,608 66,093
Other comprehensive loss — 20,179 (19,449) 730
Total comprehensive loss for the year — 20,179 (19,449) 730
Share-based payments 37,267 — — 37,267
Change in Non-controlling interests — — 24 24
As of December 31, 2019 113,395 (69,464) 60,183 104,114
Other comprehensive loss (74,437) 73,554 (883)
Total comprehensive loss for the period — (74,437) 73,554 (883)
Share-based payments (Note 15) 11,110 — — 11,110
Exercise of options (5,649) — — (5,649)
Change in Non-controlling interests — — (69) (69)
As of December 31, 2020
118,856 (143,901)
133,668
108,623
The share-based payment reserve represents the Group’s cumulative equity settled share option expense.
The Currency translation adjustment reserve represents the cumulative exchange differences on the translation of the
Group’s overseas subsidiaries into the Group’s presentation currency.
The foreign exchange reserve represents the cumulative amount of the exchange differences related to a foreign
operation that is consolidated.
15 Share-based compensation
Stock Option Program 2016 (JSOP 2016)
As at 31 December 2020 most all options granted under the JSOP 2016 have been fully vested.
During the year 2020 5,701,996 options of the JSOP 2016 have been exercised. In total, 919,733 outstanding vested
options exist as at December 31, 2020.
In connection with the JSOP 2016, Jumia recognized expenses of EUR 3.5 million for the twelve months ended
December 31, 2020. (December 31, 2019: EUR 28.4 million).
Option Programs 2019
SOP 2019
In 2019, Jumia Technologies AG established a new stock option plan, the SOP 2019, under which stock options were
granted to beneficiaries. On May 15, 2020 additional stock options were granted under the SOP 2019.
Each stock option entitles the holder to receive one share of Jumia Technologies AG upon exercise and payment of an
exercise price of EUR 1 per share. The stock options may be exercised after a waiting period of four years from the grant date
and expire following seven years after the end of the waiting period. The exercise of stock options is not possible
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F-34
during defined blackout periods. Jumia may, at its sole discretion, settle vested stock options in cash instead of issuing shares in
Jumia Technologies AG.
The stock options can only be exercised, if the average annual growth rate of the Gross Merchandise Volume amounts
to at least 10% during the four year waiting period. If this target is not met, all options will lapse. This condition is classified
under IFRS 2 as a non-market performance condition and thus, the probability of achievement has to be reassessed at each
reporting date. In this case, the probability of achievement has been derived as at the grant date and is reflected in the fair value
and is not reassessed subsequently.
Moreover, the stock options are subject to vesting requirements. The stock options shall generally vest in one or more
tranches. The SOP 2019 plan sets out several criteria of bad leaver and good leaver cases. For beneficiaries, who are members of
the management board, the total vesting period shall be at least four years and all unexercised options will be forfeited, if the
employee resigns and start working for a competitor within six months after resignation. If other beneficiaries (i.e. not members
of the management board) resign before the vesting date as specified in the individual grant agreements and are classified as good
leaver, all vested stock options will be retained.
However, all unexercised stock options will be forfeited, if a beneficiary terminates the employment within four years
after the IPO on April 12, 2019.
The stock options granted in 2020 will vest either 3 or 4 years after the IPO according to the individual grant
agreements.
If Jumia Technologies AG pays dividends during the waiting period or exercise period, the beneficiaries are entitled to
receive a dividend payment for each vested but not yet exercised stock option. However, Jumia Technologies AG does not expect
to pay dividends during the next years.
The stock options of the SOP 2019 are an equity-settled plan as the beneficiaries receive one share for each exercised
option. For equity-settled awards, the expenses to be recognized are determined based on the grant date fair value of the awards.
The fair value will not be subsequently remeasured after the grant date.
The expenses are recognized over the relevant vesting period. The vesting period started on the grant date.
The fair values of the stock options granted in 2020 are derived from the Black-Scholes-Merton model with the
following inputs:
Grant Date May 15, 2020
Fair value per share (i) EUR 1.86
Exercise price EUR 1.00
Risk-free interest rate (ii) 0%
Expected dividend yield (iii) 0%
Expected life (years) (iv) 4 years
Expected volatility (v) 50%
Fair value of options EUR 1.07
(i) The Fair value per share is derived from the value of an ADS of Jumia Technologies AG traded on the New York Stock
Exchange converted into Euro and divided by the conversion ratio of 2 (1 ADS represents 2 shares of Jumia Technologies
AG).
(ii) Risk-free interest rate is based on German government bond yields consistent to the expected life of options. A risk-free rate
of 0% is considered as a floor.
(iii) Expected dividend yield is assumed to be 0% based on the fact that the Group has no history or expectation of paying a
dividend.
(iv) Expected life of share options is based on the minimum waiting period.
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(v) Expected volatility is assumed based on the historical volatility of comparable companies in the period equal to the expected
life of each grant.
As at December 31, 2020 a reassessment of the probability that the average annual growth rate of the Gross
Merchandise Volume amounts to at least 10% during the four years waiting period has been performed for these grants where
this condition is classified as a non-market performance condition. Due to lower projected Gross Merchandise Volume in the
subsequent years compared to the previous projections, a probability of 50% of achieving this criterion has been derived based on
a stochastic simulation of possible Gross Merchandise Volumes in the future.
As a result, Jumia recognized expenses of EUR 0.1 million for the SOP 2019 for the twelve months ended December
31, 2020.
Weighted Weighted
average average Weighted
remaining exercise average fair
Number of life price value
SOP 2019
awards
(years)
(euro)
(euro)
Unvested awards outstanding at December 31, 2019 1,000,714 2.4 1.0 9.9
Granted during the period 681,496 2.4 1.0 1.1
Exercised during the period — — — —
Forfeited during the period (233,333) — — —
Cancelled during the period — — — —
Vested during the period — — — —
Unvested awards outstanding at December 31, 2020 1,448,877 2.4 1.0 5.7
Virtual Restricted Stock Unit Program 2019
In 2019, Jumia Technologies AG established a new Virtual Restricted Stock Unit Program (VRSUP 2019), under which
Restricted Stock Units (RSU) were granted to beneficiaries. On May 15, 2020 additional RSUs were granted under the VRSUP
2019.
Jumia Technologies AG is entitled, at its sole discretion, to settle any claims under the VRSUP 2019 either in cash or in
equity. If Jumia settles the RSUs in cash, the beneficiaries will receive a payment in the amount of the average share price
(closing prices) on the ten trading days prior to the last half year report of Jumia. The VRSUP 2019 is accounted for as an equity-
settled plan.
The individual grant agreement with each beneficiary sets forth the individual number of RSUs and may stipulate
vesting conditions, such as further performance conditions in addition to the common Gross Merchandise Value target and a
maximum payout amount.
All RSUs will be forfeited if a beneficiary, who is a member of the board of management, resigns and starts working for
a competitor within twelve months after the resignation. Other beneficiaries need to remain employed with Jumia Technologies
AG until the vesting date as specified in the individual grant agreement in order to avoid any forfeiture.
According to the individual grant agreements, the RSUs granted in 2020 will vest on May 15, 2021 (i.e. 1 year after the
grant date).
The specific RSUs granted in 2020 are not subject to any performance conditions or a maximum payout amount (cap).
The fair value per RSU was derived from Jumia’s stock price at the grant date. The fair value per RSU granted in 2020
amounts to EUR 1.86.
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F-36
As a result, for the twelve months ended December 31, 2020, the Group recognized in total EUR 5.6 million of share-
based payment expense in the statement of operations (December 31, 2019: EUR 6.9 million).
Stock Option Program 2020
In 2020, with the approval of the annual general meeting of shareholders, Jumia Technologies AG established a new
stock option plan, the SOP 2020, under which Jumia granted an individual number of stock options to beneficiaries under the
terms and conditions of the SOP 2020.
Each stock option entitles the holder to receive one share in Jumia Technologies AG (or 0.5 ADS as 1 ADS represents 2
shares of Jumia). The option can be exercised after a waiting period of four years at a price which is determined based on the
average share price of the last 60 trading days prior to the contract date of the individual grant agreements. The exercise period
starts directly after the waiting period and ends two years following the expiry of the waiting period. The exercise of stock
options is prohibited during defined blackout periods. Jumia may, at its sole discretion, settle each vested stock option in cash
instead of issuing a share in Jumia Technologies AG.
The stock options can only be exercised, if the average annual growth rate of the Gross Merchandise Volume amounts
to at least 10% during the four years waiting period. If this performance target is not met, all options will lapse. For specific
grants under the 2020 Plan this condition is classified under IFRS 2 as a non-market performance condition and thus, the
probability of achievement has to be reassessed at each reporting date. For all other grants this condition has been classified as a
non-vesting condition. In this case, the probability of achievement has been derived as at the grant date and is reflected in the fair
value and is not reassessed subsequently.
Moreover, there is a second condition (only) for a part of the stock options granted to certain members of senior
management: The Adjusted EBITDA must be positive for two consecutive quarters by March 31, 2023. If this condition is met
for one or more Big Countries (Egypt, Ivory Coast, Kenya, Morocco and Nigeria) or Small Countries (Algeria, Ghana, Senegal,
South Africa, Tunisia and Uganda), an individual number of options will vest (if and to the extent of the satisfaction of the other
vesting requirements set out in the terms and conditions) for each country for that the condition is met. A satisfaction of the
condition for a Big Country will result in a vesting of a greater number of stock options than a satisfaction of the condition for a
Small Country. As for the condition related to the Gross Merchandise Volume, this second condition is as well either classified as
a non-market performance condition or as a non-vesting condition depending on the vesting period of the grants and the
respective period in which the condition has to be met.
The stock options are subject to vesting requirements.
The stock options shall generally vest in two tranches. Two-thirds of the granted stock options vest after two years from
the grant date. The remaining one-third of the granted stock options vest after three years from the grant date.
Beneficiaries who are members of the management board will forfeit the right to exercise their options if they resign and
start working for a competitor within six months after resignation.
Other beneficiaries will keep all vested stock options.
If Jumia pays dividends during the waiting period or exercise period, the beneficiaries are entitled to receive a dividend
payment for each vested but not yet exercised stock option. However, Jumia does not expect to pay dividends during the next
years.
The company is accounting for the stock options of the SOP 2020 as an equity settled plan. For equity-settled awards,
the expenses to be recognized are determined based on the grant date fair value of the awards.
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The fair values of the 2020 Plan granted during the year are derived from the Black-Scholes-Merton model with the following
inputs:
May 15, 2020 December 8, 2020
Fair value per ADS
(1)
USD 6.48 USD 35.50
Exercise price per ADS USD 3.67 USD 16.48
Risk-free interest rate
(2)
0.26 % 0.26 %
Expected dividend yield
(3)
0 % 0 %
Expected life (years)
(4)
4 years 4 years
Expected volatility
(5)
50 % 50 %
Weighted average of Fair value of Options EUR 1.60 EUR 9.07
(1) The Fair value per share is derived from the value of an ADS of Jumia Technologies AG traded on the New York Stock
Exchange.
(2) Risk-free interest rate is based on US government bond yields consistent to the expected life of options.
(3) Expected dividend yield is assumed to be 0% based on the fact that the Group has no history or expectation of paying a
dividend
(4) Expected life of share options is based on the minimum waiting period.
(5) Expected volatility is assumed based on the historical volatility of comparable companies in the period equal to the expected
life of each grant.
As each stock option entitles the holder to receive one share of Jumia, the Fair value per ADS and the exercise price per
ADS have to be divided by 2 in order to derive the value per option.
As at December 31, 2020 a reassessment of the probability that the average annual growth rate of the Gross
Merchandise Volume amounts to at least 10% during the four years waiting period has been performed for these grants where
this condition is classified as a non-market performance condition. Due to lower projected Gross Merchandise Volume in the
subsequent years compared to the previous projections, a probability of 50% of achieving this criterion has been derived based on
a stochastic simulation of possible Gross Merchandise Volumes in the future.
For the 2020 Plan, Jumia recognized expenses of EUR 1.0 million for the twelve months ended December 31, 2020.
Weighted Weighted
average average Weighted
remaining exercise average fair
Number of life price value
awards
(years)
(euro)
(euro)
Unvested awards outstanding at January 1, 2020
Granted during the period
(1)
2,445,833 2.4 1.5 1.4
Granted as a replacement during the period
Replaced during the period
Forfeited during the period (40,000)
Cancelled during the period
Vested during the period
Unvested awards outstanding at December 31, 2020 2,405,833 2.4 1.5 1.4
(1) Up to 1,420,848 additional options can be granted under the SOP 2020, if certain profitability conditions are fulfilled.
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F-38
Virtual Restricted Stock Unit Program 2020
The 2020 annual general meeting of shareholders also approved the Virtual Restricted Stock Unit Program 2020 (the
“2020 VRSUP”). Jumia granted an individual number of virtual restricted stock units (“VRSUs”) to beneficiaries under the terms
and conditions of the 2020 VRSUP.
Grants are based on individual grant agreements.
Each beneficiary received an individual grant agreement that includes the individual number of VRSUs. Each VRSU
entitles the holder to receive a cash payment equal to the ten trading day average share price after the publication by the
Company of the later of its last half year report or its last annual financial statements.
For selected employees of the company (i.e. Group 2) and selected employees of affiliated companies (i.e. Group 4),
Jumia is entitled to elect, at its sole discretion, to issue one share for each vested VRSU instead of a settlement in cash.
In general, the VRSUs shall vest one year after the grant and will be paid out as soon as reasonably practicable
following the expiration of a period of twelve trading days after the publication of Jumia’s first half year report or annual
financial statements after the vesting date. All VRSUs will be forfeited if a beneficiary resigns before the payout.
No RSUs are subject to any performance conditions or a maximum payout amount (cap).
The VRSUP 2020 is recognized as a cash-settled plan for certain beneficiaries (e.g. members of the management board)
and as an equity-settled plan for all other beneficiaries. For cash-settled awards, the expenses are determined on the fair value of
the awards at each reporting date. For equity-settled awards, the expenses to be recognized are determined based on the grant date
fair value of the awards.
The fair value per VRSU was derived based on the observable stock price of Jumia as at the grant date or the reporting
date depending on the cash- or equity-settled classification. The fair value per VRSU amounts to EUR 16.44. The average fair
value per RSU amounts to EUR 11.35.
For the cash-settled part of the 2020 VRSUP, Jumia recognized expenses of EUR 10.4 million for the twelve months
ended December 31, 2020. For the equity-settled part of the 2020 VRSUP, Jumia recognized expenses of EUR 1.1 million for the
twelve months ended December 31, 2020.
In total, Jumia recognized share-based compensation expenses of EUR 21.6 million for the twelve months ended
December 31, 2020. Thereof, EUR 10.4 million are for the cash-settled part of the 2020 VRSUP. The remaining expenses of
EUR 11.2 million are related to equity-settled awards.
16 Trade and other payables
Trade and other payables comprise the following:
As of December 31,
In thousands of EUR 2019 2020
Trade payables 15,762 16,626
Invoices not yet received 19,292 14,118
Accrued employee benefit costs 7,943 8,866
Sundry accruals 13,441 22,162
Trade and Other Payables
56,438 61,772
Terms and conditions of the above financial liabilities:
● Trade payables are non-interest bearing and are normally settled on 0-90 day terms
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● Other payables are non-interest bearing and have an average term of 1-2 months
● For terms and conditions with related parties, refer to Note 29.
For explanations on the Group’s credit risk management processes, refer to Note 31.
Sundry accruals include a litigation settlement accrual of EUR 4,077 thousand (USD 5,000 thousand). As previously
disclosed, several putative class action lawsuits were filed in the U.S. District Court for the Southern District of New York and
the New York County Supreme Court against us and other defendants, including certain current and former members of our
supervisory and management boards. The cases assert claims under federal securities laws based on alleged misstatements and
omissions in connection with, and following, our initial public offering. On August 11, 2020, we reached an agreement to fully
resolve all of the actions, subject to conditions including court approval. Under this agreement, in which the defendants do not
admit any liability or wrongdoing, Jumia will make a settlement payment of USD 5 million, USD 1 million of which will be
funded by insurance coverage. The settlement amounts were paid into an escrow account in January 2021. No shareholders have
filed objections to the settlements. The final approval hearings for the settlements are scheduled for March 24 and 18, 2021
before the relevant courts.
Additionally, sundry accruals also relate principally to cash-settled awards, consultancy, legal, marketing, IT and
logistics services payables.
17 Borrowings
Lease liabilities are presented in the statement of financial position as follows:
As of December 31,
In thousands of EUR 2019 2020
Current 3,056 2,966
Non-current 6,127 7,950
Total Lease liabilities
9,183 10,916
Set out below is the maturity of the lease liabilities classified as non-current:
In thousands of EUR One to five years More than five years Total
Lease liability future payments
7,740
210
7,950
The Group has several lease contracts that include extension and termination options. Whenever the contracts do not
include a mutual agreement clause, the extension options are assumed to be exercised and, therefore, are included in our lease
liabilities. Future cash outflows as of December 31, 2020 to which the Group is potentially exposed that are not reflected in the
measurement of lease liabilities amounts to EUR 3.8 million and relates to new contracts signed in 2021 and potential renewals.
Changes in liabilities arising from financing activities
In thousands of EUR
January 1, 2019 Additions Payments Reclassification
Effect of
translation December 31, 2019
Current lease liabilities 3,116 3,731 (4,945) 1,127 27 3,056
Non-current lease liabilities 6,031 1,144 (1,127) 79 6,127
Total liabilities from financing
activities
9,147 4,875 (4,945) — 106 9,183
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In thousands of EUR
January 1, 2020
Additions
Payments
Reclassification
Effect of
translation
December 31, 2020
Current lease liabilities 3,056 3,583 (5,331) 1,856 (198) 2,966
Non-current lease liabilities 6,127 4,391 (1,856) (712) 7,950
Total liabilities from financing
activities
9,183 7,974 (5,331) — (910) 10,916
Additions include EUR 1,328 thousand of accrued interest as of December 31, 2020 (December 31, 2019: EUR 1,293
thousand) as described in Note 7.
Lease payments not recognized as a liability
The group has elected not to recognize a lease liability for short term leases (leases of expected term of 12 months or
less) or for leases of low value assets. Payments made under such leases are expensed on a straight-line basis. In addition, certain
variable lease payments are not permitted to be recognized as lease liabilities and are expensed as incurred.
The expense relating to payments not included in the measurement of the lease liability is as follows:
As of December 31,
In thousands of EUR 2019 2020
Short-term leases 1,817 1,357
Variable lease payments 154 115
Total expense
1,971 1,472
At December 31, 2020 the Group was committed to short-term leases and the total commitment at that date was EUR
619 thousand (December 31, 2019: EUR 158 thousand).
18 Other taxes payable & Other taxes receivable
Other taxes payable relates to Value added taxes amounting to EUR 2,779 thousand (2019: EUR 58 thousand), to
Withholding Tax amounting to EUR 6,914 thousand (2019: EUR 4,415 thousand) and to other taxes amounting to EUR 634
thousand (2019: nil).
Other taxes receivable relates to Value added taxes amounting to EUR 2,088 thousand (2019: EUR 4,563 thousand) and
to other taxes amounting to EUR 996 thousand (2019: EUR 832 thousand).
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19 Provisions for liabilities and other charges
Movements in provisions for liabilities and other charges are as follows:
Marketplace
and consignment Provision for
In thousands of EUR Tax risks goods other expenses Total
Balance as of January 1, 2019 19,675 69 474 20,218
Additions 6,700 480 584 7,764
Reversals (611) — (184) (795)
Use of provision (21) — (1) (22)
Effect of translation 97 — 4 101
Balance as of December 31, 2019 25,840 549 877 27,266
Additions 4,736 501 911 6,148
Reversals (167) (207) (188) (562)
Use of provision — — (131) (131)
Effect of translation (380) (45) (131) (556)
Balance as of December 31, 2020
30,029
798 1,338
32,165
Current 30,029 798 977 31,804
Non-current — — 361 361
Tax risks
Tax risk provision includes provisions related to VAT for EUR 10,691 thousand (2019: EUR 10,329 thousand),
provisions related to Withholding Tax (WHT) for EUR 19,013 thousand (2019: EUR 15,362 thousand) and provisions related to
other taxes for EUR 324 thousand (2019: EUR 97 thousand). Provision is calculated based on the detailed review of uncertain tax
positions completed by management across the group and in consideration of the probability of a liability arising, within the
applicable statute of limitations.
Marketplace and consignment goods
The provision for marketplace and consignment goods relates to the lost and damaged items, to be reimbursed to the
vendors. Provision is calculated based on the detailed review of these items, and it is expected to be utilized during the exercise
period of 2021.
Provision for other expenses
Provision for other expense mainly includes restructuring provision of EUR 27 thousand (2019: EUR 173 thousand ),
the provision end of service benefits of EUR 361 thousand (2019: EUR 226 thousand), and various litigation and penalty
provisions of EUR 950 thousand (2019: EUR 483 thousand). The provisions are calculated based on our best estimate
considering past experience.
20 Deferred income
Deferred income consists of EUR 1,201 thousand (2019: EUR 1,571 thousand) related to a depositary fee from BNY
Mellon, deferred over the course of 5 years and thus, EUR 831 thousand (2019: EUR 1,201 thousand) classified as non-current in
the consolidated statement of financial position. Other amounts include individual payments received from end customers in
advance for goods that have been ordered but are not yet delivered.
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21 Revenue
Revenue is comprised of the following:
For the year ended December 31,
In thousands of EUR
2018 2019
2020
Sales of goods 81,340 81,164 44,179
Commissions 14,394 25,011 34,642
Fulfillment 14,980 26,855 32,409
Value added services 14,553 20,492 19,059
Marketing and Advertising 2,262 6,089 7,709
Other revenue 1,529 797 1,625
Revenue
129,058 160,408 139,623
No single customer amounted for more than 5% of Group revenues (2019: none, 2018: none).
The disaggregation of the Group’s revenue from contracts with customers by region is disclosed in the Note 2 v)
Segments.
22 Fulfillment expense
Fulfillment expense is comprised of the following:
For the year ended December 31,
In thousands of EUR
2018
2019 2020
Fulfillment staff costs 16,970 20,872 17,558
Fulfillment centers expense 3,573 4,920 3,623
Freight and shipping expense 29,923 51,600 48,132
Fulfillment expense
50,466 77,392 69,313
During 2020, the Group’s fulfillment expense has decreased primarily due to a number of operational enhancements across our
logistics operations. These enhancements included a change in our volume pricing model from cost per package to cost per stop,
improvements in our cross-border shipping matrix alongside staff costs savings in our fulfillment centers.
23 Sales and advertising expense
Sales and advertising expense is comprised of the following:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Staff costs 5,830 8,183 8,514
Advertising campaigns 36,192 43,156 21,697
Selling expenses 3,994 4,680 2,261
Sales and advertising expense
46,016 56,019 32,472
The reduction registered in the Sales and advertising expense during 2020, is primarily due to continued enhancements to our
performance marketing strategy across search and social media channels, including through more granular segmentation of our
target market with differentiated campaigns and content for each segment.
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24 Technology and content expense
Technology and content expense is comprised of the following:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Staff Costs - Technology and content 11,691 13,136 13,251
Technology license and maintenance expenses 10,741 14,136 14,593
Technology and content expense
22,432 27,272 27,844
25 General and administrative expense
General and administrative expense is comprised of the following:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Staff Costs 47,644 80,494 58,679
Occupancy Costs 5,091 1,582 1,392
Professional fees 9,830 14,300 11,301
Travel and entertainment 3,596 5,232 1,520
Office and related expenses 5,354 7,494 6,449
General sub-contracts 2,835 5,168 1,412
Bank fees & payment costs 2,980 2,893 1,704
Bad debt expense / reversal 4,436 5,877 4,885
Tax expenses 4,778 5,538 8,190
Tax provisions 5,271 6,068 4,736
Depreciation and amortization 2,166 7,906 8,133
Other general and administrative expense 944 1,973 7,263
General and administrative expense
94,925 144,525 115,664
Staff costs expense includes share options granted to eligible employees of EUR 21,647 thousand (2019: EUR 37,267
thousand and 2018: EUR 17,409 thousand).
As of December 31, 2020 Tax expenses includes mainly withholding taxes related to management fees and VAT.
As of December 31, 2020 Tax provisions includes EUR 3,987 thousand (December 31, 2019: EUR 4,372 thousand) for
provisions related to withholding taxes and EUR 509 thousand (December 31, 2019: EUR 2,438 thousand) related to VAT.
As of December 31, 2020 Other general and administrative expense includes EUR 4,294 thousand for the class action
settlement described in Note 16, and EUR 2,750 thousand (December 31, 2019: EUR 1,580 thousand) for insurance premiums.
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26 Finance income and finance costs
Finance income and finance costs comprise of the following:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Foreign exchange gain 1,369 1,965 4,150
Interest and similar income 221 1,994 773
Finance income
1,590
3,959
4,923
Foreign exchange loss 1,145 1,264 12,651
Interest and similar expense 204 1,312 1,363
Other — — 24
Finance costs
1,349
2,576
14,038
27 Income tax
Income tax payables as of December 31, 2019 and December 31, 2020 comprise the following:
As of December 31,
2019 2020
Income Tax Payables 400 280
Provision for Income Tax 9,656 11,156
Total
10,056 11,436
The reconciliation of tax expense and the effective tax rate was as follows:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Loss before income tax (169,494) (226,490) (158,343)
Statutory tax rate 29.04 % 27.39 % 27.85 %
Expected income tax benefit
49,226 62,036
44,106
Non deductible expenses (18,826) (26,063) (38,359)
Non taxable income 890 3,874 2,185
Deferred tax asset not recognized (32,170) (40,271) (10,506)
Deferred tax: relating to origination and reversal of temporary differences
and tax losses (7) (151) (41)
Income tax expense
(887) (575)
(2,615)
Effective tax rate 0.52 % 0.25 % 1.65 %
Income tax expense is comprised of the following:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Current tax (880) (424) (2,574)
Deferred tax (7) (151) (41)
Total Income tax (benefit) / expense
(887) (575) (2,615)
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Tax losses available for offsetting against future taxable profits, and for which no deferred tax assets were recognized,
were as follows:
As of December 31,
2018 2019 2020
In thousands of EUR Accumulated tax Accumulated tax Accumulated tax
Country Duration Rate loss [gross] loss [gross] loss [gross]
Germany ** Indefinite 30.2 % * — (8,961) (26,235)
Morocco 4 years 31.0 % (25,848) (25,342) (28,141)
Egypt 5 years 22.5 % (61,942) (90,148) (107,831)
Nigeria Indefinite 30.0 % (145,143) (203,482) (202,353)
South Africa Indefinite 28.0 % (28,267) (34,327) (38,204)
Kenya 10 Years 30.0 % (39,135) (64,812) (64,236)
Ivory Coast 5 years 25.0 % (19,962) (27,005) (27,975)
Ghana 3 years 25.0 % (5,228) (9,848) (8,255)
Other N/A N/A (32,974) (63,829) (46,633)
Total
(358,499)
(527,754)
(549,863)
* In Germany, the calculation of current tax is based on a combined tax rate of 30.2%, consisting of a corporate income tax rate
of 15.8% and a trade tax rate of 14.4%.
** Accumulated tax losses related to Trade Tax amount to EUR 45,258 thousand as of December 31, 2020, not included in the
table above.
Deferred tax assets have not been recognized in respect of these losses as they may not be used to offset taxable profits
elsewhere in the Group. They have arisen in subsidiaries that have been loss-making for some time, and there is no other tax
planning opportunities or other evidence of recoverability in the near future.
28 Earnings per share
Basic EPS is calculated by dividing the loss for the year attributable to ordinary equity holders of the parent by the
weighted average number of ordinary shares outstanding during the year.
Diluted EPS is calculated by dividing the loss attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares and excludes all potential shares outstanding during the year, as their inclusion would be anti-
dilutive. The Group potential shares consist of incremental shares issuable upon the assumed exercise of share options and the
incremental shares issuable upon the assumed vesting of unvested share awards.
The following table reflects the loss and share data used in the basic and diluted EPS calculations:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Numerator
Loss for the period (170,381) (227,065) (160,958)
Less: net loss attributable to non-controlling interest (310) (376) (30)
Loss attributable to Equity of the Company
(170,071) (226,689) (160,928)
Denominator
Weighted average number of shares for basic and diluted EPS 94,963,796 140,655,697 160,697,588
Loss per share - basic and diluted
(1.79) (1.61) (1.00)
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Potential dilutive securities that are not included in the diluted per share calculations because they would be anti-dilutive
are as follows:
For the year ended December 31,
2018 2019 2020
Share Options
6,414,549 8,004,121 5,252,152
29 Transactions and balances with related parties
Terms and conditions of transactions with related parties
The following is a description of related party transactions the Group has entered into since January 1, 2018, with
members of our supervisory or management board, executive officers or holders of more than 10% of any class of our voting
securities.
Transactions with MTN
Our shareholder Mobile Telephone Networks Holdings (Pty) Ltd sold a significant number of shares in Jumia, during
the third quarter of 2020, and no longer qualifies as a related party, as of December 31, 2020.
The Group engages in several initiatives with affiliates of MTN. For example, consumers may pay for transactions on
Jumia’s platform with MTN’s mobile money. The Group has also set up dedicated MTN branded online stores on our platform.
For the year ended December 31, 2020, the expenses incurred with MTN amounted to EUR 220 thousand (December 31, 2019:
EUR 478 thousand, December 31, 2018: EUR 487 thousand).
In 2020, the Group also entered into an agreement in which MTN prepaid for corporate and gift purchases in Jumia’s
platform through vouchers, which amounted for the year ended December 31, 2020 to EUR 961 thousand, which have all been
converted into revenue during the period. In 2019, MTN prepaid for their employees purchases in Jumia’s platform through the
wallet top-ups which amounted for the twelve months ended December 31, 2019 to EUR 890 thousand, which have all been
converted into revenue during the period.
Transactions with Key management
Key management includes the senior executives. The compensation paid or payable to key management for employee
services is shown below:
For the year ended December 31,
In thousands of EUR 2018 2019 2020
Short-term employee benefits 3,204 8,036 3,184
Other benefits 25 47 46
Share-based compensation 11,034 13,771 13,532
Total
14,263 21,854 16,762
See Note 15 for additional information regarding the share-based compensation plans.
Transactions with Jeremy Hodara
In October 2018, Jeremy Hodara, co-CEO and a member of the management board, sold his entire participation in
Africa Internet General Trading LLC (“Africa Internet”) to the Group. Africa Internet is a company based in Dubai, United Arab
Emirates, and was incorporated by an individual local shareholder holding 51% on our behalf and Jeremy Hodara, who held the
remaining 49%. The purpose of Africa Internet is limited to the provision of operational services to
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F-47
the Group, such as marketing and support services. According to Africa Internet’s Memorandum of Association, Jeremy Hodara
was appointed managing director of the Africa Internet. Africa Internet’s operations are financed through loans granted by the
Group. Profits and losses of the company are to be borne by the Group as well. The sale of participation did not result in a change
in consolidation or control.
30 Fair Values of Financial Instruments
Financial instruments comprise of financial assets and financial liabilities. Financial assets consist of bank balances and
cash, receivables and due from related parties. Financial liabilities consist of trade payables and due to related parties.
Management considers that the carrying amounts of financial assets and financial liabilities in the financial statements
approximate their fair values.
31 Financial risk management objectives and policies
The Group is exposed to market risk, credit risk and liquidity risk. The risks are monitored by appropriate management
at each level. The Group’s financial risk activities are governed by appropriate policies and procedures, and financial risks are
identified, measured and managed in accordance with the Group’s policies. The Supervisory Board reviews and approves the
policies for managing each of these risks, which are summarized below.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes
in market prices. The Group’s market risk relates to foreign currency risks. Financial instruments affected by foreign currency
risk include cash and cash equivalents, trade and other receivables and trade and other payables. The Group does not hedge its
foreign currency risk.
Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes
in foreign exchange rates. As the Group operates in multiple countries, the exposure to foreign currency is inherent and is part of
the day to day business. The principle characteristics are summarized below:
- Cash is held in Euros and US dollars at the Group level
- Each foreign entity is funded by Group loans, in Euros or US dollars, on average every quarter based on a detailed cash
flow forecast
Foreign currency sensitivity:
The following tables demonstrate the sensitivity to a reasonably possible change in Euros and US dollars and major
currencies by the Group (EGP, ZAR, NGN, MAD, GHS, KES, AED), with all other variables held constant. The Group’s
exposure to foreign currency changes for all other currencies is not material.
The Group assessed a possible change of +/- 5% to Egyptian Pound (EGP) and Moroccan Dirham (MAD) due to
valuation fluctuations in 2020 of 1.7% to 7.2% of mentioned, a possible change of +/- 10% to Ghananian Cedi (GHS), Emirati
Dirham (AED) and South African Rand (ZAR) due to valuation fluctuations in 2020 of 9.4% to 14.1% of mentioned currencies,
and a possible change of +/- 15% to Nigerian Naira (NGN) and Kenyan Shilling (KES) due to valuation fluctuations in 2020 of
16.0% to 17.8% of mentioned currencies. Intercompany loans bear the majority of the Group’s foreign currency risk as they are
issued and are repayable in Euro or US dollars. Fluctuation of various exchange rates in Africa and the resulting related foreign
exchange gains or losses are recognized in other comprehensive income. The impacts in the major local currencies are as follows:
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F-48
Effect on Effect on
In thousands of EUR pre-tax equity profit before tax
Change in EGP/EUR rate
5 % (11,475) 3,196
(5)% 11,475 (3,196)
Change in ZAR/EUR
10 % 74 122
(10)% (74) (122)
Change in NGN/EUR
15 % (188,064) 548,353
(15)% 188,064 (548,353)
Change in MAD/EUR
5 % (115,614) 616
(5)% 115,614 (616)
Change in GHS/EUR
10 % (169) 441
(10)% 169 (441)
Change in KES/EUR
15 % (66,556) 96,769
(15)% 66,556 (96,769)
Change in AED/EUR
10 % (33,206) 871
(10)% 33,206 (871)
Change in EGP/USD rate
5 % (1,200) (8)
(5)% 1,200 8
Change in ZAR/USD
10 % (76) 12
(10)% 76 (12)
Change in NGN/USD
15 % (3,717) 9,495
(15)% 3,717 (9,495)
Change in GHS/USD
10 % (508) 14
(10)% 508 (14)
Change in KES/USD
15 % (2,512) 10,345
(15)% 2,512 (10,345)
Change in AED/USD
10 % — 86
(10)% — (86)
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F-49
Credit risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract,
leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from
its financing activities, including deposits with banks and financial institutions and foreign exchange transactions.
Trade receivables
As of December 31, 2020, the Group has as an allowance for uncollectible receivables of EUR 8,061 thousand (2019:
EUR 8,283 thousand) as set out in the Note 11. Additionally, the Group has as an allowance for uncollectible other receivables of
EUR 589 thousand (2019: EUR 503 thousand).
The Group evaluates this risk based on known troubled accounts, historical experience of losses incurred and also
detailed analysis of the credit worthiness of the consumers at each reporting date. The Group follows risk control procedures to
assess the credit quality of the customers taking into account their financial position, past experience and other factors. The
compliance with credit limits by corporate customers is regularly monitored by management.
Sales to retail consumers are required to be settled in cash or using major credit cards, mitigating credit risk. There are
no significant concentrations of credit risk, whether through exposure to Individual consumers, specific industry sectors and/or
regions.
On receivables from corporate customers, the Group calculated an allowance for expected credit losses (“ECLs”)
applying the simplified method permitted by IFRS 9 for trade receivables at reporting date. The Group did not track changes in
credit risk, but instead calculated a loss allowance based on lifetime ECLs. Using the practical expedient that is allowed by the
standard, the Group has established provision matrices that are based on its historical credit loss experience for the previous
years, adjusted for non-recurring events and for forward-looking factors per country which incorporated several macroeconomic
elements such as the countries’ GDP, unemployment rates. As the ECL calculated did not materially differ from the application
of the accounting policy of the Group, which is based on the ageing of the balances, no additional expense was recognized within
General and administrative expense.
During 2020, certain Group entities (namely, among others, Ecart Internet Services Nigeria Limited, Ecart Services
Ivory Coast SARL, Ecart Services Kenya Limited, Ecart Services Morocco and Jumia Egypt LLC) entered into the account
compensation and settlement agreements with certain international marketplace vendors. Therefore, the Group has offset
associated trade receivables and payables for an amount of EUR 902 thousand as of December 31, 2020. (December 31, 2019,
EUR 1,802 thousand).
The Group does not hold collateral as security. The Group evaluates the concentration of risk with respect to trade
receivables and contract assets as low, as its customers are located in several jurisdictions and industries and operate in largely
independent markets.
Cash deposits
Credit risk from balances with banks and financial institutions is managed by the Group’s treasury department in
accordance with the Group’s policy. The Group’s maximum exposure to credit risk for the components of the statement of
financial position as of December 31, 2019 and 2020 is the carrying amount as illustrated in cash and cash equivalents in the
consolidated statement of financial position.
The expected credit losses (“ECL”) from cash and cash equivalents, are estimated by the Group as immaterial as of
December 31, 2018, 2019 and 2020.
The Group considers a financial asset in default when contractual payments are 90 days past due. However, in certain
cases, the Group may also consider a financial asset to be in default when internal or external information indicates that the
Group is unlikely to receive the outstanding contractual amounts in full before taking into account any credit
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enhancements held by the Group. A financial asset is written off when there is no reasonable expectation of recovering the
contractual cash flows.
The majority of the Group’s cash deposit balances are maintained in Germany. German bank accounts are secured via
the deposit protection fund, which secures all bank deposits up to 20% of the liable equity of the bank.
Liquidity risk
The primary objective of the Group’s liquidity and capital management is to monitor the availability of cash and capital
in order to support its business expansion and growth. The Group manages its liquidity and capital structure with reference to
economic conditions, performance of its local operations and local regulations. Funding is managed by a central treasury
department that monitors the amounts of funds to be granted according to Management and Shareholder approval. All funding
follows strict operational and legal monitoring executed by the treasury and legal departments.
In 2019 the Group has secured funding via IPO as described in Note 13. Most of funding is transferred to operating
entities in the form of loans which are eliminated in consolidation. In December 2020, the Group completed an equity offering.
Proceeds from the offering, net of commissions and expenses, were approximately USD 231.4 million (EUR 194.3 million).
As all funding has been exclusively obtained from the shareholders and there are no external borrowings, the Group
mitigates the interest rate risk.
Based on the cash flow forecast for 2021, the Group has sufficient liquidity as of December 31, 2020 for the next
twelve months.
32 Commitments and contingencies
Tax contingencies
The Group has contingent liabilities related to potential tax claims arising in the ordinary course of business.
As of December 31, 2020, there are ongoing tax audits in various countries. Some of these tax enquiries have resulted
in re-assessments, whilst others are still at an early stage and no re-assessment has yet been raised. Management is required to
make estimates and judgments about the ultimate outcome of these investigations or litigations in determining legal provisions.
Final claims or court rulings may differ from management estimates.
As of December 31, 2020, the Group has accrued for net tax provisions (excluding Uncertainty over Income Tax
payables in accordance with IFRIC 23 interpretation) in the amount of EUR 30,029 thousand (2019: EUR 25,788 thousand) as a
result of the assessment of potential exposures due to uncertain tax positions as well as pending and resolved matters with the
relevant tax authorities (Note 19).
In addition to the above tax risks, in common with other international groups, the conflict between the Group’s
international operating model, the jurisdictional approach of tax authorities and some domestic tax requirements in relation to
withholding tax and VAT compliance and recoverability rules, could lead to a further EUR 9,187 thousand in additional
uncertainty on tax positions. The likelihood of future economic outflows with regard to these potential tax claims is however
considered as only possible, but not probable. Accordingly, no provision for a liability has been made in these consolidated
financial statements.
The Group may also be subject to other tax claims for which the risk of future economic outflows is currently evaluated
to be remote.
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F-51
Guarantees
The Group has other commitments such as bank guarantees issued. As of December 31, 2020 The Group bank
guarantees amount to EUR 860 thousand (December 31, 2019: EUR 315 thousand).
Legal Proceedings with shareholders
Since May 2019, several putative class action lawsuits have been filed in the U.S. District Court for the Southern
District of New York and the New York County Supreme Court against the company, certain of its management and supervisory
board members, the underwriters of its IPO, its U.S. representative and, in New York State court, its auditor. The cases assert
claims under federal securities laws based on alleged misstatements and omissions in connection with, and following, the
company’s initial public offering. On August 11, 2020, we reached an agreement to fully resolve all of the actions, subject to
conditions including court approval. Under this agreement, in which the defendants do not admit any liability or wrongdoing,
Jumia will make a settlement payment of USD 5 million, USD 1 million of which will be funded by insurance coverage. The
settlement amounts were paid into an escrow account in January 2021. No shareholders have filed objections to the settlements.
The final approval hearings for the settlements are scheduled for March 24 and 18, 2021 before the relevant courts. As of
December 31, 2020 the Group booked a liability as described in note 16.
Lease commitments
As disclosed in Note 17, the Group was committed to short term leases which at December 31, 2020 amounts to EUR
619 thousand (2019: EUR 158 thousand).
Other commitments
The Group has committed to pay USD 23.0 million (EUR 18.8 million) to a service supplier over the next 3 years with
an upfront payment discount of USD 2 million (EUR 1.6 million). As at December 31, 2020 The Group has paid USD 7 million
(EUR 6.1 million) and will pay the same amount in 2021 and 2022.
Others
The Group is involved in several ongoing cases with suppliers and employees. The Group continuously reviews and
assesses these claims and records provisions based on management judgments and estimates from consultant at each reporting
date.
When assessing the possible outcomes of legal claims and contingencies, the Group takes into consideration the advice
of the legal counsel, which are based on the best of their professional judgment and take into consideration the current stage of
the proceedings and legal experience accumulated with respect to the various matters. As the results of the claims may ultimately
be determined by courts, or otherwise settled, they may be different from such estimates.
33 Subsequent events
Management has not identified events occurred after December 31, 2020, for which, due to their materiality, additional
disclosure in the Notes to the consolidated financial statements is required.
Exhibit 2.3
DESCRIPTION OF SECURITIES
The following description of the capital stock of Jumia Technologies AG (“us,” “our,” “we”
or the “Company”) is a summary of the rights of our ordinary shares and certain provisions of our
articles of association in effect as of March 12, 2021. This summary does not purport to be complete
and is qualified in its entirety by the provisions of our articles of association previously filed with the
Securities and Exchange Commission and incorporated by reference as an exhibit to the Annual
Report on Form 20-F of which this Exhibit 2.4 is a part, as well as to the applicable provisions of
German legislation on stock corporations. We encourage you to read our articles of association and
applicable German legislation on stock corporations carefully.
Share Capital
As of March 12, 2021, our share capital as registered in the commercial register amounts to
€179,259,246.00, which is divided into 179,259,246 ordinary bearer shares (Inhaberaktien). All
shares are shares with no par value (Stückaktien ohne Nennbetrag) with a notional amount
attributable to each ordinary share of €1.00.
General Information on Capital Measures
Pursuant to our articles of association, an increase of our share capital generally requires a
resolution passed at our shareholders’ meeting with both a simple majority of the share capital
represented at the relevant shareholders’ meeting (three-quarters if the resolution excludes
shareholders’ preemptive rights) and a simple majority of the votes cast.
The shareholders at such meeting may authorize our management board to increase our share
capital with the consent of our supervisory board within a period of five years by issuing shares for a
certain total amount, which we refer to as authorized capital (genehmigtes Kapital) and is a concept
under German law that enables us to issue shares without going through the process of obtaining
another shareholders’ resolution. The aggregate nominal amount of the authorized capital created by
the shareholders may not exceed one-half of the share capital existing at the time of registration of the
authorized capital with the commercial register. The resolution requires an affirmative vote of three
quarters of the share capital represented at the shareholders’ meeting and a simple majority of the
votes cast.
Furthermore, our shareholders may resolve to amend or create conditional capital (bedingtes
Kapital). However, they may do so only to issue conversion or subscription rights to holders of
convertible bonds, in preparation for a merger with another company or to issue subscription rights to
employees and members of the management of our company or of an affiliated company by way of a
consent or authorization resolution. The same voting requirement as for the creation of authorized
capital apply. According to German law, the aggregate nominal amount of the conditional capital
created at the shareholders’ meeting may not exceed one-half of the share capital existing at the time
the resolution is adopted. The aggregate nominal amount of the conditional capital created for the
purpose of granting subscription rights to employees and members of the management of our
company or of an affiliated company may not exceed 10% of the share capital existing at the time the
resolution is adopted.
Shareholders may also resolve to increase the share capital from own resources
(Kapitalerhöhung aus Gesellschaftsmitteln) by converting capital reserves and profit reserves into
registered share capital. Pursuant to our articles of association, any resolution pertaining to an
increase in share capital from own resources (Kapitalerhöhung aus Gesellschaftsmitteln) requires the
vote of a simple majority of the share capital represented at the relevant shareholders’ meeting and a
simple majority of the votes cast.
All shares issued by the Company are fully paid in (meaning that shareholders are not liable to
the Company to pay in any further amount in relation to their existing shares). Any resolution relating
to a reduction of our share capital requires the vote of at least three-quarters of the share capital
represented at the relevant shareholders’ meeting as well as a simple majority of the votes cast
according to German law.
Authorized Capital
Under the German Stock Corporation Act (Aktiengesetz), a stock corporation’s shareholders’
meeting can authorize the management board to, with the consent of the supervisory board, issue
shares in a specified aggregate nominal amount of up to 50% of the issued share capital of such
company at the time the resolution becomes effective. The shareholders’ authorization becomes
effective upon registration in the commercial register (Handelsregister) and may extend for a period
of no more than five years thereafter. Our authorized capital is summarized below.
As of the date of this Annual Report, our articles of association provide for the following
authorized capital:
Authorized Capital 2018/I
Pursuant to paragraph 2 of section 4 of our articles of association, the management board is
authorized until December 16, 2023 to increase, once or repeatedly and each time with the consent of
the supervisory board, our share capital by up to a total amount of €1,398,006.00 through the
issuance of up to 1,398,006 new no-par value bearer shares against contributions in cash and/or in
kind, including claims against us (the “Authorized Capital 2018/I”). The subscriptions rights of the
shareholders are excluded. The Authorized Capital 2018/I serves to fulfill acquisition rights (option
rights) that have been granted by us (or our legal predecessors), prior to our conversion into a
German stock corporation, to current and/or former managing directors and/or employees of the
Company and/or its direct and indirect subsidiaries and to service providers, supporters or business
partners of the Company and/or its direct and indirect subsidiaries. The Authorized Capital 2018/I
also serves to issue shares in the Company to holders of shares in direct or indirect subsidiaries of the
Company, including such shares in direct or indirect subsidiaries of the Company which are held in
trust by their holders. The shares which will be created from the Authorized Capital 2018/I may only
be issued for these purposes. A capital increase may be implemented only to the extent that the
holders of option rights exercise their option rights, and as required to issue shares in the Company to
holder of shares in direct or indirect subsidiaries of the Company, including such shares in direct or
indirect subsidiaries of the Company which are held in trust by their holders.
The issue amount of the new shares must be at least €1.00 per share and may be paid in cash
or in kind, including claims against the Company. The management board, subject to the consent of
the supervisory board, is authorized to determine any further details of the capital increase and its
implementation, including the period for which the new shares participate in any profit for the first
time, which may, in deviation from Section 60(2) of the German Stock Corporation Act, include
profit participation for the current fiscal year. To the extent that a member of the management board
is entitled under the option rights, such determinations will be made exclusively by the supervisory
board. The supervisory board may adjust the wording of the articles of association if the Authorized
Capital 2018/I is utilized or the authorization expired.
Authorized Capital 2021/I
Pursuant to paragraph 5 of section 4 of our articles of association, the management board is
authorized until March 10, 2026 (inclusive) to increase, once or repeatedly and each time with the
consent of the supervisory board, the share capital by a total amount of up to €88,231,617.00 through
the issuance of up to 88,231,617 new no-par value bearer shares against contributions in cash and/or
in kind, including claims against us (“Authorized Capital 2021/I”). In principle, the shareholders are
to be granted subscription rights. The shares may also be subscribed for by one or more credit
institution(s) or one or several enterprise(s) operating pursuant to sections 53(1) sentence 1, 53b(1)
sentence 1 or 53b(7) of the German Banking Act (Gesetz über das Kreditwesen) with the obligation
to offer the shares to the shareholders of the Company pursuant to Section 186(5) of the German
Stock Corporation Act (so-called indirect subscription right).
The subscription right of the shareholders is excluded for one or more capital increases in the
context of the Authorized Capital 2021/I,
● if the utilization of the Authorized Capital 2021/I occurs in order to issue up to a maximum of
654,369 new shares of the Company to settle, at the discretion of the Company, claims from
vested Virtual Restricted Stock Units granted under the VRSUP 2019 to members of the
management board of the Company and employees of the Company as well as members of
the management and employees of companies affiliated with the Company within the
meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) or their
investment vehicles, subject to the details of the VRSUP 2019, in each case against
contribution of the claims for payments originated under the Virtual Restricted Stock Units.
● if the utilization of the Authorized Capital 2021/I occurs in order to issue up to a maximum of
1,850,000 new shares of the Company to settle, at the discretion of the Company, claims from
vested Virtual Restricted Stock Units granted under the VRSUP 2020 to members of the
management board of the Company and employees of the Company as well as members of
the management and employees of companies affiliated with the Company within the
meaning of section 15 of the German Stock Corporation Act (Aktiengesetz) or their
investment vehicles, subject to the details of the VRSUP 2019, in each case against
contribution of the claims for payments originated under the Virtual Restricted Stock Units.
In this case, the pro rata amount of the share capital attributable to the new shares issued may
not exceed a total of 10% of the share capital of the Company existing at the time the Authorized
Capital 2021/I (i) is adopted by the extraordinary shareholders’ meeting of March 11,
2021, (ii) comes into effect or (iii) is exercised, whichever is the lowest. Towards this limit shall
count the pro rata amount of the share capital attributable to any shares that were issued or transferred
from authorized capital, conditional capital or from treasury shares to members of the management
board of the Company and employees of the Company as well as members of the management and
employees of companies affiliated with the Company within the meaning of section 15 of the
German Stock Corporation Act (Aktiengesetz) or their investment vehicles in the context of
participation programs during the term of the Authorized Capital 2021/I.
Further, the management board, with the consent of the supervisory board, is authorized to
exclude the subscription rights of the shareholders for one or more capital increases in the context of
the Authorized Capital 2021/I,
● in order to exclude fractional amounts from the subscription right;
● to the extent necessary to grant holders or creditors of convertible bonds, options, profit rights
and/or profit bonds (or combinations of these instruments) (hereinafter together “Bonds”)
with conversion or option rights, or conversion or option obligations, and which were or will
be issued by the Company or a direct or indirect subsidiary, subscription rights to new no-par
value bearer shares of the Company in the amount to which they would be entitled as
shareholders after the exercise of the option or conversion rights, or after fulfillment of the
conversion or option obligations or to the extent the Company exercises with regard to such
Bonds its right to grant, totally or in part, shares of the Company in lieu of payment of the
amount due;
● to issue shares for cash contributions, provided that the issue price of the new shares is not
significantly lower than the stock exchange price of the shares of the Company already listed
on the stock exchange in the meaning of sections 203(1) and (2), 186(3) sentence 4 of the
German Stock Corporation Act and that the proportional amount of the share capital
attributable to the new shares issued under the exclusion of subscription rights in accordance
with section 186(3) sentence 4 of the German Stock Corporation Act, does not exceed a total
of 10% of the share capital of the Company, whether at the time the Authorized Capital
2021/I comes into effect or – in case such amount is lower – is exercised. Towards the above
threshold of 10 % of the share capital shall also count the pro-rata amount of the share capital
attributable to any shares, (i) that are sold during the term of the Authorized Capital 2021/I on
the basis of an authorization to sell treasury shares pursuant to section 71(1) no. 8 sentence 5
second half sentence in conjunction with section 186(3) sentence 4 of the German Stock
Corporation Act subject to the exclusion of shareholders’ subscription rights; (ii) that are
issued to satisfy Bonds with conversion or option rights, or conversion or option obligations,
provided that such Bonds were issued in analogous application of section 186(3) sentence 4 of
the German Stock Corporation Act during the term of the Authorized Capital 2021/I subject
to the exclusion of the shareholders’ subscription rights; or (iii) that are issued during the term
of the Authorized Capital 2021/I on the basis of other authorized capital, provided that such
shares are issued subject to the exclusion of the shareholders’ subscription rights pursuant to
section 203(2) sentence 1 in conjunction with section 186(3) sentence 4 of the German Stock
Corporation Act or on the basis of other capital measures subject to the exclusion of the
shareholders’
subscription rights in analogous application of section 186(3) sentence 4 of the German Stock
Corporation Act;
● to issue shares for contributions in kind, in particular – but not limited thereto – in the context
of mergers or for the purpose of (including indirect) acquisitions of companies, businesses,
parts of companies, interests in companies or other assets, including claims against the
Company or any of its group companies, or to satisfy Bonds issued for contributions in kind;
or
● in order to distribute a dividend in kind, in the context of which shares of the Company (also
in part or subject to election) may be issued against contribution of dividend claims (scrip
dividend).
The management board is authorized, with the consent of the supervisory board, to determine
any additional content of the rights attached to the shares and the conditions of the share issue; this
includes the determination of the profit participation of the new shares, which may, in deviation from
section 60(2) of the German Stock Corporation Act, also participate in the profit of completed fiscal
years. The supervisory board is authorized to adjust the wording of our articles of association
accordingly following any utilization of the Authorized Capital 2021/I or upon expiry of the period
for the utilization of the Authorized Capital 2021/I.
Conditional Capital
As of the date of this Annual Report, our articles of association provide for the following
conditional capital:
Conditional Capital 2019/I
Pursuant to paragraph 3 of section 4 of our articles of association, our share capital is
conditionally increased by up to €2,692,876.00 through issuance of up to 2,692,876 new no-par value
ordinary bearer shares (“Conditional Capital 2019/I”). The Conditional Capital 2019/I may only be
used to issue shares of the Company to fulfil the subscription rights for shares in the Company that
have been or will be granted to members of our management board and employees as well as
members of the management and employees of companies affiliated with us, within the meaning of
Sections 15 et seqq. of the German Stock Corporation Act, in the form of stock options in accordance
with the authorizing resolution of the shareholders’ meeting held on February 15, 2019. The
conditional capital increase will only be implemented to the extent that (i) stock options have been or
will be granted in accordance with the authorizing resolution of the shareholders’ meeting of
February 15, 2019, (ii) the holders of the stock options exercise their rights and (iii) the Company
does not deliver treasury shares to satisfy the stock options, whereas the supervisory board shall be
exclusively competent regarding the granting and settlement of stock options to the members of the
management board. The new no-par value bearer shares shall participate in the profits from the
beginning of the financial year in which they are issued. A shareholders’ meeting of the Company
held on April 1, 2019 adopted a resolution pursuant to which the pro rata amount of the share capital
attributable to the new shares issued may not exceed 10% of the share capital of the Company
existing at the time of the adoption of the resolution on the amendment of the Conditional Capital
2019/I by such shareholders’ meeting held on April 1, 2019 and that towards
this 10% limit shall count the pro rata amount of the share capital attributable to any shares that were
issued or transferred from authorized capital, conditional capital or from treasury shares to members
of the management board of the Company and employees of the Company as well as members of the
management and employees of companies affiliated with the Company within the meaning of
Sections 15 et seqq. of the German Stock Corporation Act ( Aktiengesetz), respectively, their
investment vehicles, in the context of participation programs since such resolution of the
shareholders’ meeting on the Conditional Capital 2019/I was adopted. The supervisory board is
authorized to amend our articles of association accordingly after the respective utilization of the
Conditional Capital 2019/I and upon the expiry of any and all exercise periods.
Conditional Capital 2020/I
Pursuant to paragraph 6 of section 4 of our articles of association, our share capital is
conditionally increased by up to €3,700,000.00 through the issuance of up to 3,700,000 new no-par
value ordinary bearer shares ("Conditional Capital 2020/1"). The Conditional Capital 2020/l may
only be used to issue shares of the Company to fulfil the subscription rights for shares in the
Company that have been or will be granted to members of the management board of the Company
and employees of the Company as well as members of the management and employees of companies
affiliated with the Company within the meaning of section 15 of the German Stock Corporation Act
in the form of stock options in accordance with the authorization of the shareholders’ meeting of June
9, 2020. The conditional capital increase will only be implemented to the extent that stock options
have been or will be granted in accordance with the authorization of the shareholders’ meeting of
June 9, 2020, the holders of the stock options exercise their rights and the Company does not deliver
treasury shares to satisfy the stock options, whereas the supervisory board shall be exclusively
competent regarding the granting and settlement of stock options to the members of the management
board. The new no-par value bearer shares shall participate in the profits from the beginning of the
most recent financial year for which, at the time of the issuance, the annual general meeting of
shareholders has not yet resolved on the appropriation of any profit. The pro-rata amount of the share
capital attributable to the new shares issued may not exceed 10% of the share capital of the Company
existing at the time of the adoption of the resolution on the amendment of the Conditional Capital
2020/I by the shareholders’ meeting of June 9, 2020. Towards this limit shall count the pro-rata
amount of the share capital attributable to any shares that were issued or transferred from authorized
capital, conditional capital or from treasury shares to members of the management board of the
Company and employees of the Company as well as members of the management and employees of
companies affiliated with the Company within the meaning of section 15 of the German Stock
Corporation Act or their investment vehicles in the context of participation programs ever since the
resolution on the Conditional Capital 2020/I was adopted. The supervisory board is authorized to
amend the wording of the Articles of Association accordingly after any utilization of the Conditional
Capital 2020/I or upon the expiry of all exercise periods.
Conditional Capital 2020/II
Pursuant to paragraph 4 of section 4 of our articles of association, our share capital is
conditionally increased by up to €68,015,371.00 through issuance of up to 68,015,371 new no-par
value bearer shares (“Conditional Capital 2020/II”). The purpose of Conditional Capital 2020/II is to
grant shares to holders or creditors of convertible bonds, options, profit rights and/or profit
bonds (or combinations of these instruments) (together “Bonds 2020”) issued on the basis of the
authorization granted by the shareholders’ meeting of June 9, 2020 upon the exercise of conversion or
option rights or the fulfilment of conversion or option obligations. The new shares are issued based
on the conversion or option price to be determined in accordance with the authorization granted by
the shareholders’ meeting of June 9, 2020. The conditional capital increase will only be implemented
to the extent that the holders or creditors of Bonds 2020, which are issued or guaranteed by the
Company, dependent companies or by companies in which the Company owns a majority interest
either directly or indirectly by June 8, 2025 based on the authorization granted by the shareholders’
meeting of June 9, 2020, exercise any conversion or option right or fulfill any conversion or option
obligation under Bonds 2020, or to the extent the Company grants shares in the Company instead of
paying the amount due as well as to the extent the conversion or option rights or the conversion or
option obligations are not serviced by treasury shares but rather by shares from authorized capital or
other consideration. The new shares have the right to participate in any profits from the beginning of
the financial year in which they are created and for all subsequent financial years. The management
board is authorized to determine the further details of the implementation of the conditional capital
increase. The supervisory board is authorized to amend our articles of association accordingly after
any utilization of the Conditional Capital 2020/II and upon expiration of all option or conversion
periods.
Conditional Capital 2021/I
The extraordinary shareholders’ meeting of March 11, 2021 adopted a resolution to cancel the
existing Conditional Capital 2020/II and replace it with a new Conditional Capital 2021/I. The
Company will apply to the competent local court of Charlottenburg for the registration of this
resolution in the commercial register. Prior to registration, no new shares may be issued under
Conditional Capital 2021/I. Conditional Capital 2021/I has the following terms:
Pursuant to paragraph 4 of section 4 of our articles of association, our share capital is conditionally
increased by up to €77,236,747.00 through issuance of up to 77,236,747 new no-par value bearer
shares (“Conditional Capital 2021/I”). The purpose of Conditional Capital 2021/I is to grant shares to
holders or creditors of convertible bonds, options, profit rights and/or profit bonds (or combinations
of these instruments) (together “Bonds 2021”) issued on the basis of the authorization granted by the
shareholders’ meeting of March 11, 2021 upon the exercise of conversion or option rights or the
fulfilment of conversion or option obligations. The new shares are issued based on the conversion or
option price to be determined in accordance with the authorization granted by the shareholders’
meeting of March 11, 2021. The conditional capital increase will only be implemented to the extent
that the holders or creditors of Bonds 2021, which are issued or guaranteed by the Company,
dependent companies or by companies in which the Company owns a majority interest either directly
or indirectly by March 10, 2026 based on the authorization granted by the shareholders’ meeting of
March 11, 2021, exercise any conversion or option right or fulfill any conversion or option obligation
under Bonds 2021, or to the extent the Company grants shares in the Company instead of paying the
amount due as well as to the extent the conversion or option rights or the conversion or option
obligations are not serviced by treasury shares but rather by shares from authorized capital or other
consideration. The new shares have the right to participate in any profits from the beginning of the
financial year in which they are created and for all subsequent financial years. The management
board is authorized to determine the further details of the implementation of the conditional capital
increase. The supervisory board
is authorized to amend our articles of association accordingly after any utilization of the Conditional
Capital 2021/I and upon expiration of all option or conversion periods.
Subscription Rights
According to the German Stock Corporation Act (Aktiengesetz), every shareholder is
generally entitled to subscription rights (commonly known as preemptive rights) to any new shares
issued within the framework of a capital increase, including convertible bonds, bonds with warrants,
profit sharing rights or income bonds in proportion to the number of shares the respective shareholder
holds in the corporation’s existing share capital. Under German law, these rights do not apply to
shares issued out of conditional capital. A minimum subscription period of two weeks must be
provided for the exercise of such subscription rights.
Under German law, the shareholders’ meeting may pass a resolution excluding subscription
rights if at least three-quarters of the share capital represented adopts the resolution. To exclude
subscription rights, the management board must also make a report available to the shareholders
justifying the exclusion and demonstrating that the company’s interest in excluding the subscription
rights outweighs the shareholders’ interest in having them. Such justification may be subject to
judicial review. Accordingly, under German law, the exclusion of subscription rights upon the
issuance of new shares is permitted, in particular, if we increase the share capital against cash
contributions, if the amount of the capital increase does not exceed 10% of the existing share capital
and the issue price of the new shares is not significantly lower than the market price of our shares (for
this purpose, the market price may also be considered the market price of an ADS listed on the NYSE
divided by the number of our shares or the fraction of one of our shares represented by an ADS, as
the case may be).
The authorization of the management board to issue convertible bonds or other securities
convertible into shares must be limited to a period not exceeding five years as of the respective
shareholder resolution.
Form, Certification and Transferability of the Shares
The form and contents of our global share certificates, any dividend certificates, renewal
certificates and interest coupons are determined by our management board with the approval of our
supervisory board. A shareholder’s right to certificated shares is excluded, to the extent permitted by
law and to the extent that certification is not required by the stock exchange on which the shares are
admitted to trading. We are permitted to issue global share certificates that represent one or more
shares.
All of our outstanding shares are bearer shares with no par value (auf den Inhaber lautende
Stückaktien ohne Nennbetrag). Any resolution regarding a capital increase may determine the profit
participation of the new shares resulting from such capital increase.
Our shares are freely transferable under German law, with the transfer of ownership governed
by the rules of the relevant clearing system.
Our articles of association do not include any provisions that would have a direct effect of
delaying, deferring or preventing a change of control. However, in the event of a hostile takeover,
we could use our authorized capital to increase our share capital to issue new shares to an investor at
a premium. See “—Authorized Capital.” An increase in the number of shares outstanding could have
a negative effect on a party’s ability to carry out a hostile takeover.
Shareholders’ Meetings, Resolutions and Voting Rights
Pursuant to our articles of association, shareholders’ meetings may be held at our registered
seat or at the place of a German stock exchange. In general, shareholders’ meetings are convened by
our management board.
The supervisory board is additionally required to convene a shareholders’ meeting in cases
where this is required under binding statutory law (i.e., if this is in the best interest of our company).
In addition, shareholders who, individually or as a group, own at least 5% of our share capital may
request that our management board convene a shareholders’ meeting. If our management board does
not convene a shareholders’ meeting upon such a request, the shareholders may petition the
competent German court for authorization to convene a shareholders’ meeting.
Pursuant to our articles of association, the convening notice for a shareholders’ meeting must
be made public at least 36 days prior to the meeting. However, a legislative act that was adopted by
the German legislator on March 27, 2020 as a consequence of the COVID-19 pandemic and which
stipulates several temporary exemptions from certain statutory rules (Gesetz zur Abmilderung der
Folgen der COVID-19-Pandemie im Zivil-, Insolvenz- und Strafverfahrensrecht), as amended (the
“COVID-19 Act”) allows, in deviation of the relevant rules under the German Stock Corporation Act,
for a shortened convocation period of 21 days for the shareholders’ meeting of a German stock
corporation (Aktiengesellschaft) based on a decision of the management board in conjunction with the
supervisory board’s approval. Shareholders who, individually or as a group, own at least 5% or
€500,000 of our share capital may require that modified or additional items be added to the agenda of
the shareholders’ meeting. For each new item, an explanation of the requested change must be
provided or a voting proposal (Beschlussvorlage). Any request for an amendment of the agenda of
the shareholders’ meeting must be received by the Company within 30 days (14 days if the notice
period for the shareholders’ meeting is shortened in accordance with the COVID-19 Act) prior to the
meeting. The Company must publish any requests for the amendment of the agenda of the
shareholders’ meeting immediately. Under German law, our annual general shareholders’ meeting
must take place within the first eight months of each fiscal year. Under the COVID-19 Act, the
management board, with the consent of the supervisory board, may decide that the annual general
shareholder’s meeting shall take place later in the relevant fiscal year.
Among other things, the general shareholders’ meeting is required to decide on the following
issues:
● appropriation and use of annual net income;
● discharge or ratification of the actions taken by the members of our management board and
our supervisory board;
● the approval of our statutory auditors;
● increases or decreases in our share capital;
● the election of supervisory board members; and
● to the extent legally required, the approval of our financial statements.
Each ordinary share grants one vote in a shareholders’ meeting. Voting rights may be
exercised by authorized proxies, which may be appointed by the Company (Stimmrechtsvertreter).
The granting of a power of attorney must be made in text form. Generally, the shareholder or an
authorized proxy must be present at the shareholders’ meeting to cast a vote. However, under the
Company’s articles of association, the management board may determine in the invitation to the
shareholders’ meeting that shareholders may submit their votes in writing or by means of electronic
communication without attending the shareholders’ meeting in person (absentee vote) or that
shareholders may participate in the shareholders’ meeting in total or in part via electronic
communication without attending the shareholders’ meeting in person (online participation). Under
the COVID-19 Act, the management board, with the consent of the supervisory board, may hold a
virtual shareholders’ meeting without the physical presence of shareholders or their representatives, if
(1) there is an audio and video broadcast of the meeting, (2) shareholders may exercise their voting
rights through electronic means (absentee vote or online participation) or by giving power of
attorney, (3) shareholders may ask questions by way of electronic communication (which may be
limited to questions submitted no later than two days prior to the meeting) and (4) shareholders who
have exercised their voting rights are given the right to contest any resolution adopted at the meeting
via electronic communication.
Our articles of association provide in Section 18 that the resolutions of the shareholders’
meeting be adopted by a simple majority of the votes cast. To the extent required by law, certain
resolutions may have to be approved by a simple majority of the share capital represented at the
meeting, in addition to the majority of the votes cast.
Neither German law nor our articles of association provide for a minimum participation
requirement to form a quorum at our shareholders’ meetings.
Under German law, certain resolutions of fundamental importance require the vote of at least
three-quarters of the share capital present or represented in the voting at the time of adoption of the
resolution. Resolutions of fundamental importance include, in particular, capital increases with
exclusion of subscription rights, capital decreases, the creation of authorized or conditional share
capital, the dissolution of a company, a merger into or with another company, split-offs and split-ups,
the conclusion of inter-company agreements (Unternehmensverträge) as defined in the German Stock
Corporation Act (Aktiengesetz) (in particular domination agreements (Beherrschungsverträge) and
profit and loss transfer agreements (Ergebnisabführungsverträge) or a combination thereof), and a
change of the company’s purpose or legal form.
Dividends
Under German law, distributions of dividends on shares for a given fiscal year are generally
determined by a process in which the management board and supervisory board submit a proposal to
our annual general shareholders’ meeting held in the subsequent fiscal year and such annual general
shareholders’ meeting adopts a resolution.
German law provides that a resolution concerning dividends and distribution thereof may be
adopted only if the company’s unconsolidated financial statements prepared in accordance with
German law show net retained profits. In determining the profit available for distribution, the result
for the relevant year must be adjusted for profits and losses brought forward from the previous year
and for withdrawals from or transfers to reserves. Certain reserves are required by law and must be
deducted when calculating the profit available for distribution.
Shareholders participate in profit distributions in proportion to the number of shares they
hold. Dividends on shares resolved by the general shareholders’ meeting are paid annually, shortly
after the general shareholders’ meeting, in compliance with the rules of the respective clearing
system. Dividend payment claims are subject to a three-year statute of limitation in the company’s
favor.
Liquidation Rights
Apart from liquidation as a result of insolvency proceedings, we may be liquidated only with
a vote of the holders of at least three-quarters of the share capital represented at the shareholders’
meeting at which such a vote is taken. If we are liquidated, any assets remaining after all of our
liabilities have been paid off would be distributed among our shareholders in proportion to their
holdings in accordance with German statutory law. The German Stock Corporation Act
(Aktiengesetz) provides certain protections for creditors which must be observed in the event of
liquidation.
Authorization to Acquire Our Own Shares
We may not acquire our own shares unless authorized by the shareholders’ meeting or in
other very limited circumstances as set out in the German Stock Corporation Act (Aktiengesetz).
Shareholders may not grant a share repurchase authorization lasting for more than five years. The
German Stock Corporation Act (Aktiengesetz) generally limits repurchases to 10% of our share
capital and resales must generally be made either on a stock exchange, in a manner that treats all
shareholders equally, or in accordance with the rules that apply to subscription rights relating to a
capital increase.
The shareholders’ meeting adopted a resolution on February 15, 2019 authorizing the
management board, for a period until February 14, 2024, subject to the consent of the supervisory
board and provided it complies with the legal requirement of equal treatment, to purchase our shares
in an amount up to 10% of the lower of our total share capital existing on February 28, 2019 or our
total share capital existing at the time the authorization is exercised. At the discretion of the
management board, such purchase may be effected on the stock market or by means of a public offer
or a public solicitation to submit sales offers.
The management board is generally authorized to use treasury shares for all legally
permissible purposes.
Squeeze-Out of Minority Shareholders
Under German law, the shareholders’ meeting of a stock corporation (Aktiengesellschaft) may
resolve upon request of a shareholder that holds at least 95% of the share capital that the shares held
by any remaining minority shareholders be transferred to this shareholder against payment of
“adequate cash compensation” (Ausschluss von Minderheitsaktionären). This amount must take into
account the full value of the company at the time of the resolution, which is generally determined
using the future earnings value method (Ertragswertmethode).
A squeeze-out in the context of a merger (umwandlungsrechtlicher Squeeze-Out) only
requires a majority shareholder to hold at least 90% of the share capital.
Shareholder Notification Requirements
In accordance with the provisions of the German Stock Corporation Act (Aktiengesetz), an
enterprise has to inform a stock corporation (Aktiengesellschaft) without undue delay and in writing
when its shares held in the share capital exceed or fall below 25% and/or 50%, respectively, in the
capital or voting rights. Following receipt of the written notification, the corporation has to publish
this information without undue delay in the German Federal Gazette (Bundesanzeiger).
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
American Depositary Shares
The Bank of New York Mellon, as depositary, will register and deliver ADSs. Each ADS will
represent two ordinary shares (or a right to receive two ordinary shares) deposited with The Bank of
New York Mellon SA/NV, as custodian for the depositary. Each ADS will also represent any other
securities, cash or other property which may be held by the depositary. The deposited shares together
with any other securities, cash or other property held by the depositary are referred to as the deposited
securities. The depositary’s office at which the ADSs will be administered and its principal executive
office are located at 240 Greenwich Street, New York, NY 10286.
You may hold ADSs either (a) directly (i) by having an American Depositary Receipt
(“ADR”), which is a certificate evidencing a specific number of ADSs, registered in your name, or
(ii) by having uncertificated ADSs registered in your name, or (b) indirectly by holding a security
entitlement in ADSs through your broker or other financial institution that is a direct or indirect
participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a
registered ADS holder (“ADS holder”). If you hold the ADSs indirectly, you must rely on the
procedures of your broker or other financial institution to assert the rights of ADS holders described
in this section. You should consult with your broker or financial institution for more information
regarding those products. Registered holders of uncertificated ADSs will receive statements from the
depositary confirming their holdings.
As an ADS holder, we will not treat you as one of our shareholders and you will not have
shareholder rights. German law governs shareholder rights. The depositary will be the holder of
the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS
holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons
indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and
obligations of the depositary. New York law governs the deposit agreement and the ADSs.
The following is a summary of the material provisions of the deposit agreement. For more
complete information, you should read the entire deposit agreement and the form of ADR, which are
available on the SEC’s website at http://www.sec.gov.
Dividends and Other Distributions
How will you receive dividends and other distributions on the shares?
The depositary has agreed to pay or distribute to ADS holders the cash dividends or other
distributions it or the custodian receives on ordinary shares or other deposited securities, upon
payment or deduction of its fees and expenses. You will receive these distributions in proportion to
the number of shares your ADSs represent.
Cash. The depositary will convert any cash dividend or other cash distribution we pay on our
ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars
to the United States. If that is not possible or if any government approval is needed and cannot be
obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those
ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the
account of the ADS holders who have not been paid. It will not invest the foreign currency and it will
not be liable for any interest.
Before making a distribution, any withholding taxes, or other governmental charges that must
be paid will be deducted. See “Taxation.” The depositary will distribute only whole U.S. dollars and
cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a
time when the depositary cannot convert the foreign currency, you may lose some of the value of the
distribution.
Shares. The depositary may distribute additional ADSs representing any ordinary shares we
distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will
sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing
those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary
does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The
depositary may sell a portion of the distributed ordinary shares (or ADSs representing those shares)
sufficient to pay its fees and expenses in connection with that distribution.
Rights to purchase additional shares. If we offer holders of our securities any rights to
subscribe for additional ordinary shares or any other rights, the depositary may (i) exercise those
rights on behalf of ADS holders, (ii) distribute those rights to ADS holders or (iii) sell those rights
and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its
fees and expenses. To the extent the depositary does not do any of those things, it will allow the
rights to lapse. In that case, you will receive no value for them. The depositary will exercise or
distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is
legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights
relate and distribute those securities or, in the case of shares, new ADSs representing the new shares,
to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary.
U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other
securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may
be subject to restrictions on transfer.
There can be no assurance that you will be given the opportunity to exercise rights on the
same terms and conditions as the holders of our ordinary shares or be able to exercise such rights at
all.
Other Distributions. The depositary will send to ADS holders anything else we distribute on
deposited securities by any means it thinks is legal, equitable and practical. If it cannot make the
distribution in that way, the depositary has a choice. It may decide to sell what we distributed and
distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we
distributed, in which case ADSs will also represent the newly distributed property. However, the
depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it
receives satisfactory evidence from us that it is legal to make that distribution. The depositary may
sell a portion of the distributed securities or property sufficient to pay its fees and expenses in
connection with that distribution. U.S. securities laws may restrict the ability of the depositary to
distribute securities to all or certain ADS holders, and the securities distributed may be subject to
restrictions on transfer.
The depositary is not responsible if it decides that it is unlawful or impractical to make a
distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or
other securities under the Securities Act. We also have no obligation to take any other action to
permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you
may not receive the distributions we make on our shares or any value for them if it is illegal or
impractical for us to make them available to you.
Deposit, Withdrawal and Cancellation
How are ADSs issued?
The depositary will deliver ADSs if you or your broker deposits shares or evidence of rights
to receive shares with the custodian. Upon payment of its fees and expenses and of any taxes or
charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the
appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order
of the person or persons that made the deposit.
How can ADS holders withdraw the deposited securities?
You may surrender your ADSs to the depositary for the purpose of withdrawal. Upon
payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer
taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities
underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the
custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at
its office, if feasible. The depositary may charge you a fee and its expenses for instructing the
custodian regarding delivery of deposited securities. Under certain circumstances, the right to
surrender ADSs and withdraw deposited securities may be suspended temporarily.
How do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You may surrender your ADR to the depositary for the purpose of exchanging your ADR for
uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a
statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon
receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs
requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute
and deliver to the ADS holder an ADR evidencing those ADSs.
Voting Rights
How do you vote?
ADS holders may instruct the depositary how to vote the number of deposited ordinary shares
their ADSs represent at any meeting at which you are entitled to vote pursuant to applicable law and
our articles of association. Upon receipt of notice of any shareholders’ meeting, the depositary will
notify you of such shareholders’ meeting and send or make voting materials available to you. Those
materials will describe the matters to be voted on and explain how ADS holders may instruct the
depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by
the depositary. The depositary will try, as far as practical, subject to the laws of Germany and the
provisions of our articles of association or similar documents, to vote or to have its agents vote the
ordinary shares or other deposited securities as instructed by ADS holders. If we do not request the
depositary to solicit your voting instructions, you can still send voting instructions, and, in that case,
the depositary may try to vote as you instruct, but it is not required to do so.
Except by instructing the depositary as described above, you will not be able to exercise
voting rights unless you surrender your ADSs and withdraw the ordinary shares. However, you may
not know about the meeting enough in advance to withdraw the ordinary shares. In any event, the
depositary will not exercise any discretion in voting deposited securities and it will only vote or
attempt to vote as instructed.
We cannot assure you that you will receive the voting materials in time to ensure that you can
instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not
responsible for failing to carry out voting instructions or for the manner of carrying out voting
instructions. This means that you may not be able to exercise voting rights and there may be nothing
you can do if your ordinary shares are not voted as you requested.
In order to give you a reasonable opportunity to instruct the depositary as to the exercise of
voting rights relating to Deposited Securities, if we request the depositary to act, we agree to give the
depositary notice of any such meeting and details concerning the matters to be voted upon at least 40
days in advance of the meeting date.
The depositary will not vote or attempt to exercise the right to vote or exercise any voting
discretion, other than in accordance with such instructions received or deemed to have been received
from any ADS holder.
If we asked the depositary to solicit your instructions at least 40 days before the meeting date
but the depositary does not receive voting instructions from you by the specified date, and we
confirm to the depositary that:
● we wish to receive a discretionary proxy,
● as of the instruction cutoff date, we reasonably do not know of any substantial shareholder
opposition to the particular question and
● the particular question would not be materially adverse to the interests of our shareholders,
then the depositary will consider you to have authorized and directed it to give a discretionary proxy to a
person designated by us to vote the number of deposited securities represented by your ADSs as to that
question.
Fees and Expenses
Persons depositing or withdrawing shares or ADS holders must pay: For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)
Issuance of ADSs, including issuances resulting from a
distribution of shares or rights or other property
Cancellation of ADSs for the purpose of withdrawal,
including if the deposit agreement terminates
$0.05 (or less) per ADS Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if
securities distributed to you had been shares and the shares
had been deposited for issuance of ADSs
Distribution of securities distributed to holders of deposited
securities (including rights) that are distributed by the
depositary to ADS holders
$0.05 (or less) per ADS per calendar year Depositary services
Registration or transfer fees Transfer and registration of shares on our share register to or
from the name of the depositary or its agent when you
deposit or withdraw shares
Expenses of the depositary Cable and facsimile transmissions (when expressly provided
in the deposit agreement)
Converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the
custodian has to pay on any ADSs or shares underlying
ADSs, such as stock transfer taxes, stamp duty or
withholding taxes
As necessary
Any charges incurred by the depositary or its agents for
servicing the deposited securities
As necessary
The depositary collects its fees for delivery and surrender of ADSs directly from investors
depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from
intermediaries acting for them. The depositary collects fees for making distributions to investors by
deducting those fees from the amounts distributed or by selling a portion of distributable property to
pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash
distributions or by directly billing investors or by charging the book-entry system accounts of
participants acting for them. The depositary may collect any of its fees by
deduction from any cash distribution payable (or by selling a portion of securities or other property
distributable) to ADS holders that are obligated to pay those fees. The depositary may generally
refuse to provide fee-attracting services until its fees for those services are paid.
From time to time, the depositary may make payments to us to reimburse us for costs and
expenses generally arising out of establishment and maintenance of the ADS program, waive fees and
expenses for services provided to us by the depositary or share revenue from the fees collected from
ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers,
dealers, foreign currency dealers or other service providers that are owned by or affiliated with the
depositary and that may earn or share fees, spreads or commissions.
The depositary may convert currency itself or through any of its affiliates and, in those cases,
acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any
other person and earns revenue, including, without limitation, transaction spreads, that it will retain
for its own account. The revenue is based on, among other things, the difference between the
exchange rate assigned to the currency conversion made under the deposit agreement and the rate that
the depositary or its affiliate receives when buying or selling foreign currency for its own account.
The depositary makes no representation that the exchange rate used or obtained in any currency
conversion under the deposit agreement will be the most favorable rate that could be obtained at the
time or that the method by which that rate will be determined will be the most favorable to ADS
holders, subject to the depositary’s obligations under the deposit agreement. The methodology used
to determine exchange rates used in currency conversions is available upon request.
Payment of Taxes
You will be responsible for any taxes or other governmental charges payable on your ADSs or
on the deposited securities represented by any of your ADSs. The depositary may refuse to register
any transfer of your ADSs or allow you to withdraw the deposited securities represented by your
ADSs until those taxes or other charges are paid. It may apply payments owed to you or sell
deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for
any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number
of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any
property, remaining after it has paid the taxes.
Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited
Securities
The depositary will not tender deposited securities in any voluntary tender or exchange offer
unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or
procedures the depositary may establish. If deposited securities are redeemed for cash in a transaction
that is mandatory for the depositary as a holder of deposited securities, the depositary will call for
surrender of a corresponding number of ADSs and distribute the net redemption money to the holders
of called ADSs upon surrender of those ADSs. If there is any change in the deposited securities such
as a subdivision, combination or other reclassification, or any merger, consolidation, recapitalization
or reorganization affecting the issuer of deposited securities in which the depositary receives new
securities in exchange for or in lieu of the old deposited
securities, the depositary will hold those replacement securities as deposited securities under the
deposit agreement. However, if the depositary decides it would not be lawful to hold the replacement
securities because those securities could not be distributed to ADS holders or for any other reason,
the depositary may instead sell the replacement securities and distribute the net proceeds upon
surrender of the ADSs.
If there is a replacement of the deposited securities and the depositary will continue to hold
the replacement securities, the depositary may distribute new ADSs representing the new deposited
securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the
new deposited securities.
If there are no deposited securities underlying ADSs, including if the deposited securities are
cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the
depositary may call for surrender of those ADSs or cancel those ADSs upon notice to the ADS
holders.
Amendment and Termination
How may the deposit agreement be amended?
We may agree with the depositary to amend the deposit agreement and the ADRs without
your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and
other governmental charges or expenses of the depositary for registration fees, facsimile costs,
delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the
amendment. At the time an amendment becomes effective, you are considered, by continuing to hold
your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as
amended.
How may the deposit agreement be terminated?
The depositary will initiate termination of the deposit agreement if we instruct it to do so. The
depositary may initiate termination of the deposit agreement if:
● 60 days have passed since the depositary told us it wants to resign but a successor depositary
has not been appointed and accepted its appointment;
● we delist our shares from an exchange on which they were listed and do not list the shares on
another exchange;
● we appear to be insolvent or enter insolvency proceedings;
● all or substantially all the value of the deposited securities has been distributed either in cash
or in the form of securities;
● there are no deposited securities underlying the ADSs or the underlying deposited securities
have become apparently worthless; or
● there has been a replacement of deposited securities.
If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before
the termination date. At any time after the termination date, the depositary may sell the deposited securities.
After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding
under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the
ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable
after the termination date.
After the termination date and before the depositary sells, ADS holders can still surrender
their ADSs and receive delivery of deposited securities, except that the depositary may refuse to
accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the
selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale
proceeds until all the deposited securities have been sold. The depositary will continue to collect
distributions on deposited securities, but, after the termination date, the depositary is not required to
register any transfer of ADSs or distribute any dividends or other distributions on deposited securities
to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties
under the deposit agreement except as described in this paragraph.
Limitations on Obligations and Liability
Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to
Holders of ADSs
The deposit agreement expressly limits our obligations and the obligations of the depositary.
It also limits our liability and the liability of the depositary. We and the depositary:
● are only obligated to take the actions specifically set forth in the deposit agreement without
negligence or bad faith and the depositary will not be a fiduciary or have any fiduciary duty to
holders of ADSs;
● are not liable if we are or it is prevented or delayed by law or by events or circumstances
beyond our or its control from performing our or its obligations under the deposit agreement;
● are not liable if we or it exercises discretion permitted under the deposit agreement;
● are not liable for the inability of any holder of ADSs to benefit from any distribution on
deposited securities that is not made available to holders of ADSs under the terms of the
deposit agreement, or for any special, consequential or punitive damages for any breach of the
terms of the deposit agreement;
● have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or
the deposit agreement on your behalf or on behalf of any other person;
● are not liable for the acts or omissions of any securities depository, clearing agency or
settlement system;
● may rely upon any documents we believe or it believes in good faith to be genuine and to
have been signed or presented by the proper person; and
● the depositary has no duty to make any determination or provide any information as to our tax
status, or any liability for any tax consequences that may be incurred by ADS holders as a
result of owning or holding ADSs or be liable for the inability or failure of an ADS holder to
obtain the benefit of a foreign tax credit, reduced rate of withholding or refund of amounts
withheld in respect of tax or any other tax benefit.
In the deposit agreement, we and the depositary agree to indemnify each other under certain
circumstances.
Requirements for Depositary Actions
Before the depositary will deliver or register a transfer of ADSs, make a distribution on
ADSs, or permit withdrawal of ordinary shares, the depositary may require:
● payment of stock transfer or other taxes or other governmental charges and transfer or
registration fees charged by third parties for the transfer of any shares or other deposited
securities;
● satisfactory proof of the identity and genuineness of any signature or other information it
deems necessary; and
● compliance with regulations it may establish, from time to time, consistent with the deposit
agreement, including presentation of transfer documents.
The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of
the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do
so.
Your Right to Receive the Shares Underlying your ADSs
ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares
at any time except:
● when temporary delays arise because: (i) the depositary has closed its transfer books or we
have closed our transfer books; (ii) the transfer of ordinary shares is blocked to permit voting
at a shareholders’ meeting; or (iii) we are paying a dividend on our ordinary shares;
● when you owe money to pay fees, taxes and similar charges; or
● when it is necessary to prohibit withdrawals in order to comply with any laws or
governmental regulations that apply to ADSs or to the withdrawal of shares or other deposited
securities.
This right of withdrawal may not be limited by any other provision of the deposit agreement.
Direct Registration System
In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct
Registration System (“DRS”) and Profile Modification System (“Profile”) will apply to the ADSs.
DRS is a system administered by DTC that facilitates interchange between registered holding of
uncertificated ADSs and holding of security entitlements in ADSs through DTC and a DTC
participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a
registered holder of uncertificated ADSs, to direct the depositary to register a transfer of those ADSs
to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without
receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In connection with and in accordance with the arrangements and procedures relating to
DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine
whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting
registration of transfer and delivery as described in the paragraph above has the actual authority to act
on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial
Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance
with instructions received by the depositary through the DRS/Profile system and in accordance with
the deposit agreement will not constitute negligence or bad faith on the part of the depositary.
Shareholder Communications; Inspection of Register of Holders of ADSs
The depositary will make available for your inspection at its office all communications that it
receives from us as a holder of deposited securities that we make generally available to holders of
deposited securities. The depositary will send you copies of those communications or otherwise make
those communications available to you if we ask it to. You have a right to inspect the register of
holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our
business or the ADSs.
Jury Trial Waiver
The deposit agreement provides that, to the extent permitted by law, ADS holders waive the
right to a jury trial of any claim they may have against us or the depositary arising out of or relating
to our shares, the ADSs or the deposit agreement, including any claim under the U.S. federal
securities laws. If we or the depositary opposed a jury trial demand based on the waiver, the court
would determine whether the waiver is enforceable in the facts and circumstances of that case in
accordance with applicable case law.
Exhibit 12.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeremy Hodara, Co-Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 20-F of Jumia Technologies AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the company’s internal control over financial reporting.
Date: March 12, 2021
By: /s/ Jeremy Hodara
Co-Chief Executive Officer
/s/ Jeremy Hodara
Exhibit 12.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Sacha Poignonnec, Co-Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 20-F of Jumia Technologies AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the company’s internal control over financial reporting.
Date: March 12, 2021
By: /s / Sacha Poignonnec
Co-Chief Executive Officer
Exhibit 12.3
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Antoine Maillet-Mezeray, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 20-F of Jumia Technologies AG;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present
in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the
periods presented in this report;
4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to the company, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in
which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles;
(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during
the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the
company’s internal control over financial reporting; and
5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control
over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or
persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and
report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in
the company’s internal control over financial reporting.
Date: March 12, 2021
By: /s /Antoine Maillet-Mezeray
Chief Financial Officer
Exhibit 13.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Jeremy Hodara, Co-Chief Executive Officer of Jumia Technologies AG, a stock corporation incorporated under the laws of
Germany (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Annual Report on Form 20-F of the Company for the year ended December 31, 2020 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 12, 2021
By: /s / Jeremy Hodara
Co-Chief Executive Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report
or as a separate disclosure document.
Exhibit 13.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Sacha Poignonnec, Co-Chief Executive Officer of Jumia Technologies AG, a stock corporation incorporated under the
laws of Germany (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Annual Report on Form 20-F of the Company for the year ended December 31, 2020 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 12, 2021
By: /s / Sacha Poignonnec
Co-Chief Executive Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report
or as a separate disclosure document.
Exhibit 13.3
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
I, Antoine Maillet-Mezeray, Chief Financial Officer of Jumia Technologies AG, a stock corporation incorporated under the
laws of Germany (the “Company”), hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1. the Annual Report on Form 20-F of the Company for the year ended December 31, 2020 (the “Report”) fully complies
with the requirements of Section 13(a) or 15(d) of the Exchange Act; and
2. the information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: March 12, 2021
By: /s / Antoine Maillet-Mezeray
Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report
or as a separate disclosure document.
Exhibit 15.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form F-3 No. 333-240016) of Jumia Technologies AG,
(2) Registration Statement (Form S-8 No. 333-240017) pertaining to the Stock Option Program 2020 and the
Virtual Restricted Stock Unit Program 2020 of Jumia Technologies AG, and
(3) Registration Statement (Form S-8 No. 333-237839) pertaining to the Option Program 2016, the Stock Option
Program 2019, and the Virtual Restricted Stock Unit Program 2019 of Jumia Technologies AG;
of our report dated March 12, 2021, with respect to the consolidated financial statements of Jumia Technologies AG included
in this Annual Report (Form 20-F) of Jumia Technologies AG for the year ended December 31, 2020.
/s/ Ernst & Young S.A.
Luxembourg
March 12, 2021
