solutions30-2021-12-31-en

In 2021, against the backdrop of lasting disruptions

due to COVID-19, Solutions 30 continued to pursue

its mission: providing better access to the digital and

connected world on a daily basis.

In a world where the digital transformation, the

energy transition, and new forms of mobility are

becoming more and more important, the growth

potential of Solutions 30’s activities is based on solid

and lasting trends.

Based on the success of its growth strategy in

France and the Benelux region, Solutions 30 has

employed similar strategies in other European

countries, always in pursuit of its goal of long-term

success. Supported by public policies in place at the

European level, Solutions 30’s internationalization

picked up speed in 2021, and it will continue to do so,

paving the way for strong growth in the years to

come.

As part of our commitment to strengthen

Solutions 30’s organizational structure to help

meet our goals, we were happy to bring on

Pascale Mourvillier and her audit and finance

skills at the end of 2021 as the newest member of

our Supervisory Board. We are committed to

expanding the expertise of our board as part of

Solutions 30’s strategy to protect its long-term

growth and sustainable value creation.

Solutions 30 is at a turning point in its growth and

the Supervisory Board is supporting the

Management Board more than ever to help us

sustainably and responsibly achieve our goals.

Alexandre Sator

Chairman of the Supervisory Board

Solutions 30 | 2021 Annual report

After two years of unprecedented disruption, due to

the pandemic, Solutions 30 has proven to be sound

and its activities are firmly positioned in markets with

solid growth opportunities. We can therefore look to

the future with confidence.

Our 2021 financial figures show that Solutions 30 is

engaged in both transitional and fast-growing markets.

In France, after a decade of strong growth driven by

installation activities, we are now shifting to focus on

the market’s maintenance needs, which will eventually

occupy a large portion of our staff. In other European

countries, we are increasing our market share in the

booming telecom and energy sectors.

The energy and digital transitions are picking up pace,

driven by unprecedented European-level recovery

measures. Economic recovery has become even more

of a priority to meet sustainable development and

sovereignty goals, issues that the war in Ukraine have

thrown into sharp relief.

This means that plans to roll out 5G, install fiber-optic

cable, improve access to renewable energy sources,

as well as the rise of electric mobility have created

significant new demands that Solutions 30 is perfectly

positioned to meet.

For Solutions 30, 2022 will be a year of ramping up

rollouts across Europe while also solidifying our

proven and successful business model. For this, I

would like to thank all our employees, who continue to

show their commitment, ensuring Solutions 30’s

success.

Never in our nearly 20-year history have we had such

a positive outlook, nor on such a scale across all our

markets. We are energized, focused, confident, and

determined to achieve our mission: building an

international group that can partner with even the

largest European clients and that is ready to add a

new chapter of growth to its history.

Gianbeppi Fortis

Chairman of the Management Board

Solutions 30 | 2021 Annual report

•Securing high-volume contracts

through multi-year partnerships

with major technology groups

from various business sectors

•Standardizing interventions to

maximize economies of scale

•Adding to our knowledge base in

real time to constantly increase

service providers’ expertise and

effectiveness

•Sharing skills and technical

resources

•Optimizing travel

•Reducing call-out lead times

•Automating repetitive and time-

consuming tasks to better focus

on customer satisfaction

•Simultaneous planning and

optimization in real time for

schedules and itineraries

•Integrating new staff members

quickly, ensuring fast and

efficient onboarding

Solutions 30 | 2021 Annual report

DIGITAL TRANSFORMATION

Networks are the foundation of the digital revolution,

and so are always being pushed to meet new

needs:

•More screens and simultaneous connections,

content that takes up more and more space, the

general adoption of video conferencing,

streaming, and remote working.

•Connected cities, Industry 4.0, autonomous

vehicles, smart buildings, connected objects,

and soon, edge computing.

Fixed and mobile networks are adapting and

expanding. High and ultra high-speed, fiber-optic

and 5G connections are changing the way we live,

the way we get around, the way we work, and the

way we have fun. During the pandemic, more

demands were placed on networks than ever

before, with everyone trying to stay connected to

their studies, their job, and their loved ones.

Today, countries across Europe are upgrading their

telecommunications networks to increase their

performance. Solutions 30 is ready to support

national service providers with roll-outs, subscriber

connections, and adopting new technologies.

ENERGY TRANSITION

Energy efficiency, European energy sovereignty,

and renewable energy have become critical

issues, as energy producers feel the effects of the

geopolitical context and the looming climate crisis:

•Installing smart electricity and gas meters to

better predict and reduce energy

consumption.

•Adapting networks that were designed to

draw power from a limited number of

production sites, but that are now connected

to a growing number of widely distributed

producers.

•Installing charging stations to support the

growth of electric mobility.

Other growth opportunities for Solutions 30

include expanding recharging infrastructure to

accelerate the rise of electric mobility, tapping the

solar potential of unused sites, such as roofs,

open areas, and parking lots, and installing

connected objects to help manage energy

consumption.

Solutions 30 | 2021 Annual report

By making technological

innovations that can change

our daily lives more widely

available, both at home and

at work, we are helping to

make the economy more

inclusive and sustainable.

Our strong growth has

allowed Solutions 30 to

make important

commitments to job

creation. The men and

women who work with us

daily are the foundation of

our success.

To promote further growth

and to develop new skills,

Solutions 30 has launched a

training program for young

people without degrees or

those looking to change

professions, making it easier

than ever to join the

company.

Solutions 30 always aims for

excellence when it comes to

the safety of people and

property, which is why it

sought out certification

under ISO 45001:2018

Occupational Health and

Safety Management

Systems).

Solutions 30 | 2021 Annual report

Contents

Group information and risk factors

1.1.

A history of dynamic and profitable growth

1.2.

The European leader in rapid-response multi-technology services

1.3.

A proven growth strategy with four key pillars

1.4.

Strong competitive advantages, key success factors

1.5.

Structurally buoyant markets

1.6.

Environmental, social, and corporate governance (ESG)

Risk factors and internal control system

2.1.

Company-specific risk factors

2.2.

Insurance

2.3.

Internal control system

Corporate governance

3.1.

Governance framework

3.2.

Supervisory Board and committees

3.3.

Management Board

3.4.

Remuneration

Comments on the year

4.1.

Review of the group’s financial position and earnings

4.2.

Transformation plan

4.3.

Trends and outlook

Consolidated Financial Statements

5.1.

Consolidated Financial Statements

5.2.

Notes to the consolidated financial statements

5.3.

Independent authorized auditor’s report

138

Shareholder structure and additional information

143

6.1.

General information concerning the company

143

6.2.

Memorandums and Articles of Association

144

6.3.

Share capital

146

6.4.

Shareholder structure

148

6.5.

Stock market listing

149

6.6.

Financial communication

151

6.7.

Person responsible for the document

152

Solutions 30 | 2021 Annual report

Group information and risk factors

1.1.

A history of dynamic and profitable growth

1.2.

The European leader in rapid-response multi-technology services

1.3.

A proven growth strategy with four key pillars

1.4.

Strong competitive advantages, key success factors

1.5.

Structurally buoyant markets

1.6.

Environmental, social, and corporate governance (ESG)

Solutions 30 | 2021 Annual report

1. GROUP INFORMATION AND RISK FACTORS

Solutions 30 is a European leader in rapid-response multi-

technology services. Solutions 30 operates in structurally

buoyant markets whose growth is supported by two major

trends: the digital transformation and the energy transition.

Backed by a scalable and profitable business model and

solid competitive advantages, the group has experienced

tremendous growth. From €125.2 million in 2015, the

company’s revenue has grown to €874.0 million in 2021,

resulting in an average annual rate of growth of nearly

40% for this period.

In the coming years, Solutions 30 will continue to grow at

a rapid rate by seizing any organic or external growth

opportunities that arise from booming markets.

1.1 A history of dynamic and profitable growth

Created in 2003, the Solutions 30 group’s revenue

reached €874.0 million at the end of 2021.

2003-2007: A national player mainly active in information

technology and telecommunications

PC30, the company that eventually became the Solutions

30 group, was founded in France in 2003, with the goal of

providing services to Internet service providers (ISPs) and

other telecommunications players, such as installing

modems, personal computers, or routings, as well as

assistance with how to use them. To finance its growth,

the company went public in 2005 on Euronext Paris’

Euronext Access.

Between 2005 and 2007, in a market that was undergoing

a restructuring, the company signed its first partnerships

with major French Internet service providers (Alice,

Orange, 9 Telecom, Club-Internet, etc.), who wanted to

outsource their user service activities. The company saw

its revenue grow exponentially, and in 2007, just 4 years

after its creation, it was earning €30.1 million in revenue.

2008-2014: Going international and developing services

for new markets

While its competitors sought to move up the value chain

by providing IT services, PC30 focused on its existing

range of rapid-response multi-technology services and on

expanding into new business sectors and geographic

markets. In 2008, PC30 established its first international

subsidiary in Italy. In 2009, PC30 ramped up its

international expansion by establishing itself in the

Benelux region and focusing on new business segments.

The energy sector was the primary focus at a time when

France was announcing a massive plan for installing next-

generation electricity meters.

In 2010, PC30, which had €54.7 million in revenue,

became Solutions 30, highlighting its ability to offer its

customers integrated solutions. Solutions 30 shares were

transferred to Euronext Growth.

The group continued to develop, growing both organically

and through acquisitions. It gradually positioned itself as

the center of a highly fragmented market. The objective

was to reach as quickly as possible a critical size that

would enable it to create a dense network of technicians,

maximize economies of scale, and amplify the profitability

of its model.

2015-2020: Accelerated growth, birth of a rapid-response

service champion

In 2015, Solutions 30 entered a period of especially rapid

growth, signing two major contracts in France: for the roll-

out of smart electricity meters and of ultra-fast Internet

(optical fiber). The group has been growing at an average

rate of more than 40% per year, with revenue rising from

€125.2 million in 2015 to €819.3 million in 2020. This

dynamic and profitable growth has allowed Solutions 30 to

accelerate its expansion abroad.

During this time, the group made some strategic

acquisitions in France, Germany, and the Benelux region,

and won a bid to take over as outsourcer the service

business of Belgian cable service provider Telenet, a

contract worth €70 million annually that enabled Solutions

30 to a reach critical size in the Benelux region. At the

same time, Solutions 30 consolidated its growth drivers in

Italy and Spain. In 2019, the group expanded to Poland by

acquiring two companies with a combined revenue of €21

million. At the end of 2020, the group expanded to the

United Kingdom, acquiring Comvergent, a company that

had developed a range of multi-technical services for

installing and maintaining mobile networks, with €17.5

million in revenue.

In July 2020, the company’s shares were transferred to

Compartment A of the Euronext Paris exchange, and

Solutions 30 was also added to the SBF 120.

2021: The duplication of the French model continues while

the geographic mix evolves

Although 2020 was defined by the COVID-19 pandemic,

Solutions 30 proved its resilience and continued to post

double-digit growth figures. In 2021, the group began to

re-balance its activities geographically. Until now, most of

the group’s growth has been driven by France, but the

Benelux region, Italy, and even Spain are showing signs of

dynamic market growth. Overall, Solutions 30 is tapping

into favorable market momentum, thanks to the

acceleration of the digital transformation and the energy

transition, supported by post-COVID recovery plans of an

unprecedented scale throughout Europe. The duplication

of the group’s French success is beginning to materialize.

Solutions 30 | 2021 Annual Report

Sustained growth trend continues

Over the last 18 years, Solutions 30 has become a European leader in rapid-response multi-technology services.

In 2021, 58% of revenue was generated in France, compared to 64% a year earlier.

1.2 The European leader in rapid-response multi-technology services

Solutions 30 helps its customers - large international

corporations - to outsource activities that are difficult to

make profitable, but are of strategic importance: rolling

out, installing, and maintaining digital equipment and

providing end-user support. Solutions 30 offers a complete

range of rapid-response multi-technology services to

major international technology companies from six

different business sectors: Telecoms, Energy, IT, Retail,

Security, and the Internet of Things. The group’s 15,000

expert technicians work directly with users (individuals or

companies) on behalf of the large corporations they

represent. This makes them the key to creating a positive

user experience and to managing the customer

relationship.

Since its inception, Solutions 30 has proven itself to be a

trustworthy partner, one whose growth is based on its

ability to provide high quality services, faster and more

efficiently than if its clients provided them internally. The

group is active in seven geographical regions: France,

Italy, the Iberian Peninsula, Germany, the Benelux Region,

Poland, and, since the end of 2020, the United Kingdom.

A network of 15,000 technicians spread over seven geographical regions

An efficient business model as the foundation of the group’s success

Solutions 30 | 2021 Annual Report

Solutions 30’s business is based on pooling skills and

technical resources, and on being able to intervene rapidly

wherever it is located.

The group’s profitability relies on a virtuous circle business

model that is based on three fundamental drivers of

efficiency:

1. High and recurring call-out volumes. High volumes

allow us to normalize and standardize call-outs,

maximizing synergies and economies of scale, while

enriching a broad knowledge base. Combining these

elements increases call-outs’ economic and technical

efficiency and guarantees their quality.

2. A dense network of technicians. Rapid-response

service and geographical coverage are the keys to

guaranteeing very short response times. Also, especially

when combined with large volumes, denser geographical

coverage makes more operations profitable, since

transport times between two call-outs will be shorter.

3. Powerful IT tools to automate scheduling and

optimization tasks simultaneously and in real time.

This proven business model, combined with strong

operational processes, has demonstrated its ability to

generate growth and profits. It serves as a solid example

of the kind of development that can be easily duplicated in

new geographic regions and market sectors.

A standardized service platform deployed across six complementary business sectors

The group has ensured high call-out volumes by entering

into several partnerships with leading industrial and

service companies (e.g. Orange, Enedis, and HP),

beginning with the telecommunications and IT sectors. To

maximize economies of scale, Solutions 30 has expanded

its model and service platform to other related sectors:

energy and digital TV in 2009, security and retail in 2011,

and the Internet of Things in 2018. Technicians are now

able to perform call-outs in several different industries.

2003

2009

2011

2018

Date of entry into

the sector

TELECOMS

ENERGY

RETAIL

SECURITY

IoT

Dedicated services

for high- and ultra-

fast Internet and

telecoms

Installation, user

support, and

maintenance for IT

hardware and

infrastructure

Dedicated services

to install and

perform

maintenance on

smart meters and

connected objects

for the energy sector

and smart buildings

Installation and

maintenance of

dedicated point-of-

sale equipment and

systems, and of

payment terminals

in particular

Installation,

maintenance, and

technical support for

security systems

and equipment

Installation and

maintenance

of connected

equipment in

other business

sectors.

The “Idea Lab”

of the group

TELECOMS

Solutions 30 started in the telecommunications sector,

assisting individuals and helping them connect to the

Internet just as ADSL technology was being rolled out. As

networks have continued to evolve, the fact that Solutions

30 is able to intervene quickly and across a wide

geographical area has allowed it to expand its activities to

include service providers, which it now helps with the roll-

out of broadband and ultra-fast Internet networks.

While last mile digital services - especially connecting

households to existing networks - remains the core of its

expertise, Solutions 30 has created an internal structure

that also allows it to get involved in these projects sooner,

as early as the initial roll-out phase. This position allows

the group to capture and secure strong competitive

positions for winning recurring connection contracts.

Solutions 30 | 2021 Annual Report

Today, this business mostly involves the installation and

maintenance of DSL, cable, and FTTH connections for

end users in single-family homes, apartment buildings,

and offices. The group’s technicians also provide support

for the use of these technologies. Depending on the needs

of its key accounts and the market, Solutions 30 may be

asked to undertake more advanced call-outs on network

infrastructure. In such cases, the company does its best to

outsource these services out to infrastructure specialists.

The telecom business has historically grown rapidly,

driven by the roll-out of ultra-fast FTTH (optical fiber)

networks. Solutions 30 has helped make France’s Ultra-

Fast Broadband Plan a success, rapidly installing the

fiber-optic network across the country. This expertise has

given Solutions 30 the skills it needs to enter European

markets that are still in the start-up phase, just as the

French market reaches maturity.

Thanks to its relationships with the main players in the

telecommunications market, Solutions 30 is now also

getting involved in mobile networks and has carried out its

first call-outs related to the roll-out of 5th generation (5G)

networks, an activity with considerable growth potential.

At the end of 2021, the telecommunications sector

accounted for approximately 75% of the group’s revenues

ENERGY

The Solutions 30 group generates 13% of its consolidated

revenues through its work with major European energy

companies. Today, this mostly means the installation and

maintenance of smart meters. In France, the group has

installed around 25% of all Linky electricity meters on

behalf of Enedis, as one of its leading partners. In

Belgium, Solutions 30 has installed roughly 40% of all

smart electricity meters, on behalf of the Flemish service

provider, Fluvius.

Throughout Europe, the installation and maintenance of

electric vehicle charging stations, solar panels and, to a

lesser extent, home automation equipment (smart

thermostats and door locks, LEDs, etc.), are also

significant growth drivers for the group. These activities

are supported by the shared understanding that we need

to adopt eco-responsible behaviors, especially in terms of

energy efficiency and reducing our carbon footprint.

As for the budding electric vehicle charging station market,

the group is refining and rolling out its range of services

and establishing contact with a range of players who are

likely to play an important role in this market: energy

producers, car manufacturers, rental companies, charging

station manufacturers, oil companies, and more.

INFORMATION TECHNOLOGY (IT)

More mature, this business is now growing more slowly

than the telecom or energy sectors. It accounts for 8% of

the group’s consolidated revenues and includes all IT

hardware support activities. It is targeted at:

•Large companies, who use its service desk offering

(support and engineers accessible from any

workstation), which includes the implementation of an

optimal workstation architecture, change

management (migration, roll-out, training), and

maintenance (Help Desk support, remote access,

rapid-response support, service management, etc.).

•Individuals and small businesses, who can access

installation, maintenance, and training services for all

the products and services that make up their digital

infrastructure (desktop and laptop computers, printers

and other peripheral devices, software, smartphones,

WiFi terminals, Internet box and triple-play

installation, Internet services, media center, etc.).

With the rise in remote work during the COVID-19

pandemic, Solutions 30’s ability to provide IT support

services in both offices and in private homes has given it a

unique advantage in the sector.

Solutions 30 | 2021 Annual Report

RETAIL

Under the brand name Money30, this unit focuses on

large accounts and corporate clients. It handles the

installation and maintenance of payment terminals and

any other equipment used to receive or collect payments,

as well as the installation and maintenance of digital point-

of-sale equipment (screens, tablets, terminals, infrared

scanners, etc.). The activity’s growth is driven by point-of-

sale digitalization and on retailers’ need to constantly

streamline the customer experience.

SECURITY

In this field, Solutions 30 works on behalf of alarm and

video surveillance system suppliers, installing and

maintaining connected equipment (alarms, sensors,

cameras, and access control boxes).

IOT (INTERNET OF THINGS)

This activity combines all the group’s other expertise and

serves as a “laboratory” for testing the growth potential of

new activities related to the progressive expansion of

digital technologies to all economic sectors. This activity

notably includes the installation and maintenance of

connected objects related to the health sector, an activity

that could become more important over the coming years.

Revenue is mostly derived from recurring services, split

between new installations and maintenance

Solutions 30 has developed a complete range of services.

The group is involved both in the roll-out and installation of

new digital equipment and in its maintenance. Every year,

approximately 8-15% of the installed base requires

maintenance call-outs. In addition to call-outs in response

to hardware or software failures, other call-outs involve

helping customers to change service providers, helping

subscribers move, and assisting in new home

construction.

While the group is active in markets driven by the roll-out

of telecommunications networks, 57% of group revenue in

2021 still came from maintenance activities, which are

naturally recurring, while 43% came from new

installations.

A large portfolio of loyal key account customers

Across its current geographical coverage region, Solutions

30 has won the loyalty of a large customer base that

includes major European telecom service providers, gas

and electricity suppliers, and the main players in the world

of digital technology.

The group’s relationships with its most important

customers are divided into different contracts, business

segments, and geographical regions, thus reducing its

commercial dependence. When all contracts are taken

together, Solutions 30’s largest customer accounted for

19.9% of its consolidated revenue in 2021.

Customer portfolio concentration:

2021

2020

2019

Largest

customer

20%

24%

20%

Top 5

57%

63%

62%

Top 10

74%

77%

81%

The Solutions 30 teams are fully integrated into the client’s

processes, with the customer and service provider sharing

connected IT systems, dividing certain tasks, pooling their

resources, sharing information, and carrying out additional

sales. This operations model, combined with solid

performance indicators and the signing of multi-year

contracts (3 to 5 years), which are often eligible for tacit

renewal, has enabled Solutions 30 to build long-term

relationships with its customers. This can be seen in the

fact that its attrition rate has remained close to zero since

its creation.

Historically focused on France, the group now conducts

42.0% of its business in other geographical regions to

which it has expanded. By working with its main

customers, Solutions 30 was able to enter new

geographical markets where it is duplicating the business

model that made it so successful in France.

Solutions 30 | 2021 Annual Report

Geographic distribution of activity:

IFRS

In millions of euros

Year ended

December 31,

2021

Year ended

December 31,

2020

Total Revenue

€874.0 M€

€819.3 M€

from France

€507.3 M€

€522.7 M€

from Benelux

€160.4 M€

€136.3 M€

from Other Countries(*)

€206.3 M€

€160.3 M€

(*)Germany, Spain, Italy, Portugal, Poland, and the United Kingdom

A flexible and reactive organizational structure that uses a unique proprietary tool to continuously optimize structural

efficiency in real time

The group believes that physical proximity is fundamental

for serving its markets and customers efficiently. It allows

us to understand and anticipate customer needs. Also, as

explained above, the density of the technician network is

an essential driver of productivity and performance.

Today, Solutions 30 has a team of 15,000 technicians who

carry out 75,000 call-outs every day. The team just keeps

on growing. The group’s strength lies in its ability to

integrate these new people and to plan, coordinate, and

optimize their call-out schedules. To manage these

logistics, but also to make the process easily reproducible

and with the goal of constantly enriching its knowledge

base, the group has developed a unique IT platform, the

backbone of its organization. This platform ensures that

the right skills are available in the right place at the right

time and maximizes the rate of call-outs that are

successful on the first visit.

S30.net: The backbone of group efficiency

Solutions 30 | 2021 Annual Report

S30.net is Solutions 30’s operational management tool,

which can be connected to its customers’ IT systems. This

central platform automates any task that can be

automated, especially the receipt of call-out requests

(tickets) generated by the customer, call-out scheduling,

technician route optimization, logistics issues that are

specific to each call-out (ordering and shipping hardware,

providing tools), and billing for the services that are

provided.

Solutions 30’s field teams are connected to this tool, which

also facilitates remote support for technicians and hosts a

knowledge base that is updated in real time to anticipate

any problems and to make call-outs more efficient. By

automating many repetitive tasks, S30.net reduces human

resource requirements, especially for all operations

management and back-office functions.

The group focuses most of its investments on this tool,

which is strategically important, given how essential it is

for the company to operate smoothly. To ensure the best

possible operating conditions, 24/7 availability and perfect

control, this platform is managed and updated by a team

of around 100 people, including 35 in-house employees.

This team works to both maintain and further develop this

platform, constantly adding new features and systems.

Some of these features serve to continuously increase

task automation, including first-level support. Others focus

on enriching the end-user experience and are made

available to the customer as white-label products.

For example, the team developed a module that drew

direct inspiration from collaborative platforms to track

when technicians arrive and evaluate customer

satisfaction rates. The group has also recently developed

an augmented reality solution that allows on-site teams to

access optimal support on call-outs or when something

unexpected happens. The goal is to improve call-out

effectiveness and first-time success rates. Solutions 30 is

constantly striving to improve its tools, keeping an eye on

market needs and working with start-ups if need be. This

was the case, for example, when a new operational

process optimization solution was implemented that used

a visual automation platform to analyze images taken by

technicians using artificial intelligence algorithms. The goal

is to help the technicians in their work and to indicate any

anomalies to them in real time.

Mobile application for monitoring technician activity (career path, exchanges, customer reviews, etc.)

This proprietary software platform is designed to be highly

scalable and to interface quickly and easily with all types

of customer systems.

Solutions 30 regularly invests in technological innovations

for its IT platform, with the goal of supporting the

continuous optimization of its technicians’ activity and

improving the group’s profitability.

Solutions 30 | 2021 Annual Report

The development teams are based both in regions where

the group provides services, as well as in more remote

locations, based on the availability of developers who

have the required technological skill sets.

While Solutions 30 has a commercial presence throughout

Europe, it has always turned to remote teams to handle

any support tasks that can be done remotely.

Thus, while technicians and key managers are naturally

present in all the European countries where the group

operates, support activities are based in regions where

costs are lower.

Optimized cost structure

Solutions 30’s IT system is based on a fully redundant and

secure cloud architecture, is subject to regular testing, and

includes specific measures to ensure business continuity

in the event of a problem (disaster recovery plan, backup,

and redundancy). It operates in compliance with current

cybersecurity norms and standards.

The internal organization and procedures comply with the

General Data Protection Regulations (GDPR) that came

into force on May 25, 2018, and are subject to regular

audits from the group’s customers.

This structure makes Solutions 30 more competitive. The

group has created a solid organizational base that can be

used as a starting point for the development of new

activities or new geographic markets. S30.net is the heart

of what makes this system successful, acting not only as a

driver of operational efficiency that makes it easy to

duplicate the Solutions 30 model and that supports its

growth, but also as a tool for increasing customer loyalty,

guaranteeing a constantly expanding range of services.

Solutions 30 | 2021 Annual Report

1.3 A proven growth strategy with four key pillars

The density of the Solutions 30 technician network is the

key to the group’s success, guaranteeing its

competitiveness. Solutions 30 therefore focuses on high-

volume markets, working to maximize volume effects while

also minding its capacity for honoring its commitments.

The group has built its dynamic growth on four key pillars:

Sector diversification

To increase its volumes, the group has pursued a strategy

of sector diversification, capitalizing on its field teams’

strengths and on its multi-technology skill base. By

expanding into new complementary growth markets, it has

been able to diversify its risks, while also taking advantage

of solid growth opportunities.

The group focuses on high-volume markets:

•That require rapid-response technological call-outs,

and therefore, a dense network of technicians

•Whose growth is driven by underlying trends and in

which the group’s ability to handle rapid load increases

can set it apart

For example, the energy sector, which the group has been

interested in since 2009 and which was its first sector

diversification target, has been contributing to Solutions

30’s revenues since 2015. This sector now accounts for

roughly €112 million in revenue, or 13% of the group’s

consolidated revenue.

Geographic diversification

To confirm its position as a first entrant and to consolidate

barriers to entry for competing companies, Solutions 30

has earned the loyalty of its customers by offering them

support across several European countries. In general, the

group will expand into a new country in partnership with a

customer, after analyzing the market’s potential and the

assessing the group’s ability to deploy its model there.

Solutions 30 often targets countries that border regions

where it is already active, which have proven growth

potential, and whose accessibility and population density

make it possible to expect profitability levels that are in line

with group standards. This is how Solutions 30 expanded

into Italy, the Iberian Peninsula, the Benelux region,

Germany, Poland, and recently the United Kingdom. Now

that it has such a strong European base, the group plans

on improving its coverage within each of these regions.

Targeted acquisitions

Densifying the territorial network and geographic

diversification have also required targeted acquisitions to

achieve optimal density more quickly. Solutions 30

operates in markets that are still highly fragmented, and

where customers want to reduce the number of partners

they work with. Thanks to its size, Solutions 30 is the

natural center for any such market, giving it plenty of

opportunities and a strong initial negotiating position. The

success of the group’s external growth policy is based on

its in-depth knowledge of new markets and proven

procedures. As the clear, natural unifier of a market in

which it is the most active player, Solutions 30 has a long

list of potential targets and a regular flow of new

opportunities. Most of the transactions are carried out

directly, without intermediaries, and are financed by bank

loans, or sometimes with equity, depending on the type of

transaction.

The group’s acquisitions are also often supported by its

customers, and in such cases, Solutions 30 pursues

negotiations to acquire the target and to improve the

conditions of its agreements with customers at the same

time, especially in terms of assigned volumes. Over the

years, successive acquisitions have strengthened the

group’s presence in its core segments, allowing it to

successfully capitalize on its historic markets and solidify

its business model.

With some thirty acquisitions completed to date, valued

between 4 and 6 times EBITDA, Solutions 30 has proven

expertise and an excellent track record in terms of

accretive acquisitions. Such transactions have allowed the

group to generate a substantial volume of business, worth

roughly €315 million, along with a level of profitability that

is likely to rise rapidly, given the immediate effects of any

new synergies. Indeed, since its very first acquisition more

than 10 years ago, the group has gained the necessary

expertise to efficiently integrate its acquisitions. It has

developed internal procedures that make it possible to

improve operational efficiency quickly after an acquisition

and to implement a shared set of standard practices,

especially in terms of financial performance and

generating operating cash flows.

Examples of recent and logical acquisitions:

Solutions 30 | 2021 Annual Report

Summary table of various group acquisitions

Years

Targets

Country

Sector

REVENUE (€M)

2009

Smartfix

Netherlands

IT + Telecom

2009

Anovo-on-site

France

2009

Sogeti (user platform)

France

2011

MPS

France

2011

Odyssée

France

IT + Retail

2011

Agemis

France

2013

Form@Home

France

IT + IoT

2013

CIS Infoservices

France

IT + Telecom + Retail

2013

Mixnet

Italy

2013

B&F

Germany

IT + Telecom

2014

Connecting Cable

Germany

IT + Telecom

2015

Rexion

Spain

2016

Autronic

Spain

IT + Telecom

2016

Atlantech

France

Energy

2016

JFS

Belgium

IT + Telecom

2017

ABM

Germany

Telecoms

2017

CPCP

France

Telecoms

2018

Saltò

Spain

Telecoms

2018

Sotranasa

France

Telecoms + Energy

2018

Vitgo

Spain

Telecoms

2019

Provisiona

Spain

Telecoms

2019

i-Projects

Netherlands

Telecoms + Energy

2019

CFC

Italy

2019

Sprint Field Services (Telekom Uslugi)

Poland

Telecoms

2019

Byon

France

Telecoms

2019

Worldlink

Germany

Telecoms

2020

Algor

Italy

Telecoms

2020

Brabamij

Belgium

Telecoms + Energy

2020

Comvergent

Telecoms

2021

Byon Fiber

Portugal

FTTH Design Office

0.1

Total (approximate)

311

Unique operational structure

The tools described above have allowed the group to grow

quickly. While Solutions 30’s business is not very capital-

intensive, it does depend on the men and women in the

field. Fast-growing revenues have therefore also been

accompanied by a similar rise in the number of

employees.

The group is structured to absorb very sustained growth.

Beyond the central role of S30.net, which, as explained

above, connects all the field teams, the group’s structure

is based on identical operational structures for all business

sectors and countries. This creates synergies and

economies of scale by promoting the adoption of best

practices within the group.

Today, Solutions 30 is a multicultural group with an

international management team that blends

complementary skills and works to make customer service

Solutions 30 | 2021 Annual Report

an integral part of the company’s structure. Many tasks

have been automated to reduce the costs of various

centralized functions and maintain a flexible and

responsive structure capable of adapting quickly. Above

all, this automation allows Solutions 30 to concentrate its

efforts on field teams, who are the ones whose work

guarantees customer satisfaction.

Both salaried technicians and subcontractors - who make

up 30-50% of the field teams depending on the country

and provide the flexibility the group needs to operate

smoothly - undergo a demanding and clearly defined

selection, recruitment, and training process. Solutions 30

has strict operational procedures that were reinforced in

2021 (see sections 2 and 4.2), integrated training centers,

and specific monitoring tools. The group works hard to

transfer its expertise, know-how, and skills, helping to

maintain a high rate of customer satisfaction and

guaranteeing that the services it offers are standardized

and consistent.

The Solutions 30 group will continue to pursue this proven

strategy over the short and medium term. Solutions 30 will

continue to prioritize growth, with the goal of achieving

critical mass in all the geographic areas where it operates,

while also maintaining strict cost control measures. The

group will continue to rely on a resource allocation model

that gives priority to operational activities and that is

managed to constantly maximize efficiency. Priority is

clearly given to managing growth and the group’s ability to

meet its customers’ operational requirements. Throughout

2020 and 2021, even with the pandemic, this model and

philosophy have shown their resilience and flexibility, and

they will remain fundamentally encoded in the group’s

DNA.

Solutions 30 has now reached a size that requires more

internal structure. To shore up its fundamentals and

consolidate its growth drivers, the group has committed to

an improvement plan that will allow it to better manage

operational processes, risks, and governance. This plan is

described in detail in sections 2 and 4.2 of this annual

report.

Already positioned in structurally buoyant markets,

Solutions 30 is looking to consolidate its leadership and to

seize any growth opportunities that may arise. At the same

time, the group is securing its execution capacity while

preserving its flexible organizational structure so it can

absorb the ramp-up of future contracts.

Solutions 30 is in a unique position and has excellent

growth opportunities in high-potential markets. The

group is now focused on crossing the symbolic

benchmark of €1 billion in revenue.

1.4 Competitive position of the company

As explained above, Solutions 30 operates in a highly

fragmented market, where one of the main growth factors

is major technology groups’ desire to outsource their rapid-

response service activities. The group’s main competitors

are therefore its customers’ internal departments. This is

particularly true of telecom service providers, major energy

companies, and IT hardware manufacturers. However,

these internal departments are not designed to attract new

customers or to expand into new business sectors. Such

services, which lie on the periphery of most groups’ core

businesses, are difficult to make profitable, which has

driven an underlying trend towards outsourcing.

As the first entrant into the rapid-response multi-

technology services market, Solutions 30 is the only player

in the sector that can undertake service visits to private

homes and that is active across a wide range of business

sectors and geographic regions. Solutions 30 faces very

little direct competition. Because the group has already

captured these markets, the barriers to entry are high,

especially since Solutions 30 has 19 years of expertise

and a solid reputation.

In Europe, the other players pursuing similar activities to

Solutions 30 are therefore highly variable. They include:

•Subsidiaries or internal departments of major

technology groups, energy suppliers, or equipment

manufacturers

•Multi-technology groups involved in infrastructure

projects, thus upstream of Solutions 30, including

SPIE, Engie, Vinci, and Eiffage

•Multi-technology service providers that specialize in

each activity sector, including Circet, Constructel,

Homeserve, Eltel, and Sogetrel

•A few national-level companies that work in a limited

number of activity sectors, including Onefield,

Proxiserve, Renew IT, and Scopelec

•Many small- and medium-sized local and regional

companies, whose strategy is based on niche

expertise or on their proximity to their customers.

Solutions 30 | 2021 Annual Report

1.5 Structurally buoyant markets

As the European leader in rapid-response multi-

technology services, Solutions 30 operates in dynamic

markets whose structure allows the group to capitalize on

its assets to solidify its position.

As explained above, the group is involved in both

installation and maintenance activities. Because they are

recurring, maintenance activities historically account for

between 60% and 80% of the group’s revenue, depending

on cyclical changes in the market.

In terms of installation activities, the maturity of the

targeted markets differs from one country to another.

Indeed, while the technologies in question are broadly the

same across Europe, investment decisions are made at

the national level, whether by governments or private

sector companies. This is an advantage for the group,

which can leverage its experience in more advanced

regions to test and solidify its services locally, before

duplicating them elsewhere more effectively. The group’s

goal is to offer the same services and to expand its

network of technicians across all markets, in all the

countries where it operates.

To better achieve this goal, the group is organized by

country and divided into three geographical regions:

France, Benelux, and Other Countries. Local managers

are responsible for expanding the group’s activities to

include all relevant markets (Telecom, IT, Energy, Retail,

Security, and IoT).

Solutions 30 | 2021 Annual Report

In millions of euros

Year ended

December 31,

2021

Year ended

December 31,

2020

Telecom

359.8

374.9

45.8

38.7

Energy

80.9

88.2

Retail

16.2

17.0

Security

3.0

2.7

Internet of Things

1.6

1.2

Total revenue from France

507.3

522.7

% of Total Revenue

58.0%

63.8%

Telecom

120.2

108.9

8.8

9.4

Energy

24.6

8.3

Retail

0.8

1.0

Security

6.1

8.7

Total revenue from the Benelux

160.4

136.3

% of Total Revenue

18.4%

16.6%

Italy

46.8

27.5

Spain

53.1

39.0

Germany

63.3

67.2

Poland

24.9

25.0

18.2

1.5

Total revenue from Other Countries

206.3

160.3

% of Total Revenue

23.6%

19.6%

Total Revenue

874.0

819.3

1.5.1. Main business sectors

This section will introduce the markets in which the group

operates, as well as the geographical regions it targets,

with a focus on the activities with the greatest potential for

growth:

•Telecoms :

Building on its successful roll-out of ultra-fast Internet

in France, the group has the solid experience and

substantial competitive advantages it needs to

increase its market share significantly in European

countries where this technology’s penetration rate

remains low. The roll-out of 5th generation mobile

networks is also an important growth opportunity for

the group, which has begun to offer its services in this

market.

•Energy:

The transition to electric mobility and renewable

energy sources creates important revenue

opportunities for Solutions 30, which has developed

services dedicated to the installation and

maintenance of charging stations for electric vehicles,

especially for individuals and small businesses, as

well as solutions for installing solar panels as a B2B

or B2B2C service. Installing smart networks and

meters is also an important growth opportunity.

•Information Technology (IT):

Solutions 30 provides IT support services to direct

business customers and works on behalf of major IT

manufacturers to support their customers. Already

somewhat mature, this market still has significant

growth potential, and in a context where working

remotely is on the rise, the density of the Solutions 30

network of technicians is an asset.

•Internet of Things (IoT):

The group is involved in the installation and

maintenance of connected objects, such as home

automation devices. Smart homes are an important

source of potential growth for the group, which should

benefit from the increase in the number of connected

objects in the home. Smart cities, logistics,

transportation, and Industry 4.0 are also sectors

where smart objects are likely to proliferate.

Solutions 30 | 2021 Annual Report

Télécoms

The group’s historic first market, the telecom sector

remains one of its most important markets. Already the

cornerstone of the digital revolution, networks are

increasingly called upon to serve new purposes. The

widespread use of Internet video streaming, the

proliferation of content, the rise of remote work, the growth

of online shopping, and the digital transformation at large

that is affecting all areas of the economy have caused

network data transmission volumes to skyrocket. These

underlying trends are forcing service providers to

constantly adapt their infrastructures to offer the most

comprehensive network coverage and ever faster

connections. This is the context that surrounds the roll-out

of fiber-optic cables (FTTH) in Europe. However, despite

encouragement at the European level and in individual

countries, the uptake of fiber-optic connection by

households is still relatively low. In the seven member

states of the European Union and the United Kingdom,

only 24% of households have fiber-optic connections,

though 44% are eligible for them. This creates a

considerable growth opportunity for Solutions 30.

There are also very large disparities between the various

countries in which Solutions 30 is present. Spain has the

highest coverage rate, with more than 70% of households

connected to the fiber-optic network, and nearly 90% of

households eligible for such a connection. In comparison,

only 8% of German households are connected to fiber

optic service, while 22% of households are eligible.

As of the end of December 2021, the group had generated

€344 million in revenue from the roll-out and maintenance

of FTTH connections, while the installation and

maintenance of other broadband Internet technologies

(ADSL, coaxial, etc.) accounted for €315 million in

revenue.

To strengthen its position as the leading player in the

sector and to expand its territorial coverage, the group

made several strategic acquisitions since 2018:

•Complete acquisition of Sotranasa, a diversified local

service provider with a strong presence in southern

and southwestern France.

•Acquisition of the Spanish company Saltó

Telecomunicaciones S.L., a top-tier partner of the

Spanish telecom service provider Masmovil, and of

Grupo Magaez Telecomunicaciones, a top-tier partner

of Vodafone in Spain.

•Acquisition of Janssens Field Services.

•Acquisition of Sprint’s call-out business and the

assets of the Polish company Elmo in order to enter

the telecoms market in Poland.

•100% acquisition of Comvergent Ltd., a transaction

that brought Solutions 30 into the British market.

In 2018, the group signed an outsourcing partnership with

the Belgian company Telenet that led to the creation of

Unit-T, a joint venture owned 70% by Solutions 30 and

30% by Telenet. Unit-T, which relies on a network of 1,500

technicians, operates mostly under a service contract with

Telenet, worth €70 million annually.

The telecom sector remains a major driver of growth for

the group. The ongoing health crisis has accelerated the

roll-out of ultra-fast infrastructure throughout Europe, with

an ever-growing number of projects attempting to bring

several large European countries up to speed in terms of

digital technology. These projects are driven both by

economic stimulus plans and by the growing need for

better connections:

•In France, where the group has become a recognized

leader, the roll-out of the FTTH network is supported

by the government’s France Très Haut Débit (France

Ultra-Fast Broadband) Plan. At the end of 2021, 29.7

million locations were covered (eligible for a fiber

connection), for a total coverage rate of 70%, and the

country already has 13.4 million fiber subscribers, i.e.

45% of eligible households or 32% of all locations.

•In Germany and Poland, the market is opening slowly,

with new large-scale investment plans being

announced. The growth dynamic should become

even more favorable starting in the second half of

2022, given the low FTTH technology penetration rate

in these markets. The number of eligible and

subscribed households will increase exponentially

over the coming years.

•In Spain, the market is already well established. The

number of households eligible for fiber-optic

connection is very high, giving providers an incentive

to convert their broadband subscribers to ultra-fast

broadband to recover their investments more quickly.

A €2.3 billion plan was announced that would cover

100% of the country by 2025.

•In Italy, the creation of a single network that combines

the TIM and OpenFiber networks was approved on

September 1, 2020, with the EU providing €6.7 billion

for the country to roll out its fiber network. The large-

scale roll-out of ultra-fast Internet has already begun.

Although the historic provider remains unstable and

there have been various changes to governance

structures, this market saw high growth rates in 2021.

These rates should remain high in the years to come.

•Finally, in the Netherlands, the group is carefully

studying opportunities for consolidation.

Ultimately, in the European ultra-fast Internet market, there

are several trends that stand out:

•Public incentives have been stepped up with the

pandemic to support the roll-out of FTTH technology

throughout Europe. Recovery plans worth €14 billion

have already been put into place for the

telecommunications sector (FTTH and 5G). Countries

only have a limited time to invest these European

subsidies, which has made a fast roll-out even more

important.

•In countries where traditional service providers have

been slow to roll out their FTTH networks, alternative

providers have stepped in, launching the transition to

FTTH networks.

•The regions where the group operates are teeming

with new opportunities. The experience and strong

competitive position that the group has built up in

France are important tools for capturing growth in

these markets.

Solutions 30 | 2021 Annual Report

The current market is estimated to include 142.5 million households that are eligible for a fiber connection, but

that are not yet connected.

Source : IDATE for FTTH Council EUROPE - September 2021, except France: Arcep, March 2022..

With an already strong position in the fixed network

market, the group is now focusing on mobile networks,

while the roll-out of 5th generation (5G) networks has

begun and has already made progress in some countries.

The goal of this technology is to facilitate the use of

autonomous vehicles, to make cities more intelligent, to

better manage industrial activities, logistics and transport,

and to develop new telehealth solutions. Solutions 30 has

started working in this field, especially in Spain. The group

has drawn on its expertise in the telecommunications

sector to build a competitive business offering. Today, it

works on behalf of telecom equipment manufacturers,

preparing existing installations and helping to upgrade

them.

Experts believe that soon, many small additional antennas

(microcells) will be rolled out and that edge computing will

develop to support 5G technology. 5G networks will

handle large volumes of data. To reduce latency, computer

systems will be installed in base stations, close to the

antennas. Solutions 30 believes that it is ideally positioned

to participate in the roll-out and maintenance of these

systems. Due to its territorial coverage, it has a significant

competitive advantage over traditional IT companies,

which do not have field teams and are often based in

densely populated areas.

Currently, the roll-out of this technology has stalled due to

supply chain disruptions and more generally to the

pandemic. Roll-outs will continue over the long term and

5G will only become the leading mobile technology in

2026 (source: Redeye 2021).

Solutions 30 | 2021 Annual Report

Energy

By the end of 2021, the group was generating most of its

Energy business revenue in France and Belgium, from the

installation of smart electricity and natural gas meters. The

group has solid growth potential based on three factors:

•The roll-out of smart meters in countries that have not

yet adopted them

•The rise of electric mobility and the need for charging

stations for electric vehicles

•The growth of renewable energy sources, especially

solar energy, and the installation of solar panels

This business segment should benefit directly from

massive investments in the European energy transition,

worth €166 billion in 2020 according to BloombergNEF

(+67% compared to 2019).

Rolling out smart meters

The third “energy package” of European legislation

requires EU member states to oversee the roll-out of

smart meters in their respective countries. This roll-out

may be subject to the condition of a positive long-term

economic cost-benefit analysis (CBA). In terms of

electricity, the goal was to equip at least 80% of

consumers with smart meters by 2020 if the CBA were

positive.

According to the European Commission, the member

states’ commitment is equivalent to an investment of

around €45 billion for installing nearly 200 million smart

electricity meters (covering approximately 72% of

European consumers) and 45 million gas meters (nearly

40% of consumers).

Although estimates vary, the cost of a smart meter

averages between €200 and €250 per customer, while

offering a total benefit per consumer of €160 for gas and

€309 for electricity, as well as an estimated energy

savings of 3%.

Despite these directives, the actual roll-out of smart

meters across the European Union depends on criteria

specific to each member state. These criteria include

regulatory provisions, current standards, and

recommended features to ensure technical and

commercial interoperability and to guarantee data

protection and security.

Thus, each member state has started to roll out smart

electricity meters, but with widely varying time frames and

targets.

Over the last decade, smart meter deployment plans have

been primarily driven by the above-mentioned target of

equipping 80% of consumers by 2020. However,

deployments did not proceed as quickly as planned, and

an EU report published at the end of 2019 indicated that

the initial target would not be met, with only 72% of

households and commercial buildings equipped on time.

•The countries that are furthest ahead are Italy,

Sweden, and Finland. They have reported penetration

rates above 95%, even well before 2020. Italy is even

preparing for the roll-out of a second generation of

smart meters.

•In France, Spain, Luxembourg, or Denmark, roll-outs

are proceeding at a steady pace and these countries

are generally in line with deployment objectives.

•Elsewhere, the roll-out has been slower and the 80%

target will not have been reached by 2020.

•A few countries, including Germany, Belgium, and

Portugal, have chosen not to follow the EU plan, due

to negative economic cost-benefit analyses, and are

instead deploying smart meters selectively.

In France, Solutions 30 has been one of Enedis’ leading

partners since 2015, helping this EDF subsidiary with the

installation of smart electricity meters. It should be noted

that, in France, 95% of electricity meters are operated by

Enedis (formerly ERDF). The group has installed

approximately 25% of smart electricity meters across 23

regions of mainland France. A total of 35 million “Linky”

smart meters are expected to be installed, with 90% of

Solutions 30 | 2021 Annual Report

French households having one by the end of 2021. The

annual pace of roll-outs began to slow in 2021, and this

trend should continue in 2022, until this market dies out.

The structure put into place to organize these roll-outs and

the trust-based relationship with Enedis will be important

assets for upcoming projects related to the energy

transition, giving the group a competitive edge.

Given the roll-out options adopted at the national level,

Germany represents a significant growth opportunity for

the group. The German electricity distribution market is

much less centralized than in France, and there is no

national power company like EDF. Germany has also

opted for a selective and phased roll-out: smart meters

have been mandatory for consumers who use more than

10,000 kWh/year since 2017 and will be mandatory for

consumers who use more than 6,000 kWh/year starting in

2020, only becoming mandatory for households after that.

This more selective approach does not prevent electricity

distributors from undertaking their own smart meter roll-out

plans. In 2019, Solutions 30 signed a contract with

Germany’s leading electricity and gas supplier to install

new, smart electricity meters. This initial call for tenders

covered 2.3 million meters. Solutions 30 won about 20%

of this contract and will begin the roll-out in Brandenburg

and Bavaria in January 2020. This success comes on the

heels of the group’s announcement that it had been

selected as a partner in a pilot phase involving the

installation of 44,000 meters in three states: Schleswig-

Holstein, Brandenburg, and Bavaria. Larger scale roll-outs

are not yet fully started underway.

In Italy, almost all planned smart meters have already

been installed. However, most of these smart meters are

first-generation models, installed in the early 2000s, with a

lifetime of 10 to 15 years. The roll-out of a second

generation has already begun. Enel plans to install

approximately 41 million next generation (2.0) smart

meters over a period of 15 years. Approximately 32 million

will be used for this replacement project, while the

remainder will be dedicated to new installations and

specific customer requests. The overall investment

required for this program is estimated to be around €4

billion. Solutions 30 does not want to get involved in this

market since the margins are so thin.

In Belgium, the Flemish service provider Fluvius launched

its smart meter roll-out in March 2021. Unit-T is a

Solutions 30 subsidiary that has installed 40% of Fluvius’

4.3 million meters, making an important contribution to

Solutions 30’s revenue in the region. These installations

should be finished by December 2024.

Electric vehicle charging stations

Climate change has made more eco-responsible and less

polluting behaviors a necessity. As a result, the electric

vehicle market is expected to grow considerably in the

coming years, especially since major car manufacturers

have committed to achieving certain CO2 emission levels

and will face heavy fines as early as 2021 if they do not

meet them. While the range of electric vehicles on the

market has grown considerably, the lack of charging

stations is slowing their spread and the pressure that

countries have put on manufacturers will affect electricity

distribution companies, who will have to roll this equipment

out across Europe quite rapidly. Solutions 30 has the

required skills and certifications to position itself in this

market, thanks to its existing smart electricity meter

deployment activity.

Using data from countries where electric vehicles are

already widely used (Norway and the Netherlands),

Solutions 30 has calculated that the average number of

charging stations per electric vehicle is just over 1.1.

Solutions 30 has therefore positioned itself to provide

installation and maintenance services for electric vehicle

charging stations. The group believes that its model

enables it to be particularly competitive in the market for

installing charging stations in homes and workplaces,

since installing public charging stations requires more

intensive work. If, to meet customer demand, the group

were to enter this market segment, it would outsource the

most complicated part of such projects to specialists.

Estimated share of the

total market (volume)

Location

Characteristics

~ 70%

Home

•In-home installation at a lower cost

•Landlords and homeowners

•Automotive manufacturers, lessors, and fleet owners

~ 20 %

Work

•Installation and fleet managers

•Owners of premises

•High-quality charge / fast charge

•Minor work and maintenance

~ 1 %

Gas stations

•Existing service stations, highways, and others

•New dedicated service stations for electric vehicles

•Quick charge

•Minor work and maintenance

~9 %

Public domain

•Municipalities and public parking lots

•Electrical grid and telecom network managers

•AC and DC charging stations

•Installation and full service

The business model for the electric vehicle recharging

station infrastructure market is being put into place, and

the group is trying to position itself with many of the

stakeholders who are likely to play key roles in this

market: car companies, including manufacturers,

dealerships, rental companies, charging station

Solutions 30 | 2021 Annual Report

manufacturers, turnkey solution providers, energy

producers, oil companies, real estate developers, and

municipalities.

Solutions 30 has already signed its first service contracts

in this sector. For example, it has partnered with Enel in

Italy, where it provides maintenance services for existing

facilities. In France, it is the primary partner of Mobilize

Power solutions, which oversees the installation of

charging stations for Renault Group customers. It has also

partnered with EDF to help them deploy their “electric

mobility plan” in Europe and will notably be involved in

installing and maintaining charging stations for homes and

small businesses. The group has also signed a pan-

European partnership with Alfen, a charging station

manufacturer, and with EV Box, a subsidiary of Engie

dedicated to providing electric vehicle charging solutions.

Finally, Solutions 30 works with oil companies and car

manufacturers who want to install charging stations at

their gas stations, car dealerships, or customers’ sites.

Solutions 30 expects the market for electric vehicle

charging stations to grow sustainably and significantly in

the coming years. In France, the Ministry of Economy and

Finance estimates that by 2022, more than 700,000

charging stations will be installed, including more than

600,000 in homes and 75,000 in businesses. By 2030,

around 4 million charging stations will be installed across

France, including more than 3.5 million in homes and

600,000 in businesses. The number of 100% electric or

plug-in hybrid vehicles on the road has gone from less

than 1,000 in 2010 to more than 780,000 in 2021, and

should pass the one million mark in 2022. At the same

time, France has just over 55,000 public charging stations.

This is an increase of +53% in just one year, but it remains

below the government’s target of installing 100,000 public

charging stations before the end of 2021.

On a European scale, the group estimates that by 2025,

more than 6 million charging stations will be installed, and

15 million by 2030. McKinsey estimates that around USD

17 billion in investments are needed to make this a reality

in Europe from 2020 to 2030. In Western Europe, 2.1

million electric or plug-in hybrid vehicles were sold in

2021, accounting for nearly 21% of new car sales.

The energy transition and the rise of renewable energy

sources are also an opportunity for Solutions 30, which

relies on the expertise of its subsidiary Sotranasa to

provide solar panel installation services to businesses and

to private individuals. These services were first offered in

France, where Solutions 30 doubled its solar panel

revenue in 2021 and they will be expanded to cover all of

Europe in the years to come. To date, Solutions 30 has

completed nearly 400 solar panel projects, with a total

installed capacity of 688 MWp. By leveraging synergies

from its skills and expertise in electrical grids, telecom

networks, and residential call-outs, Solutions 30 can take

on solar panel projects of all kinds and sizes. The group

intends to structure its offering in France as it overcomes

its learning curve, since France is one of the European

countries with the highest potential.

In France, there are 1,100 GW of unexploited solar

potential. According to Ademe (the French Environmental

and Energy Efficiency Agency), there are 364 GW of

unexploited rooftop solar potential, i.e. three times more

than all the currently active power plants can produce

(nuclear, coal, gas, and renewables combined). Cerema

estimates that there are a further 775 GW of unexploited

potential in open areas and over parking lots. As of the

end of December 2019, there were just under 10 GW of

solar panels installed across France.

The Solutions 30 group believes that it has the necessary

strengths to eventually thrive in these markets in all the

countries where it operates.

Information Technology (IT)

Solutions 30 offers two types of services dedicated to IT

support:

- Call-out services to install, configure, and deploy

integrated IT solutions, with continuing support and

maintenance services:

•Deployment, maintenance (uptime assurance), and

computer assistance on site or at a workshop for all

types of devices, IT and network hardware, multimedia

equipment

•Workstation management (IMAC - Install, Move, Add,

Change)

- Service desks available at customer sites, providing

rapid-response service:

•Rapid-response multi-device support: handling

requests and incidents in the working environment

•Preventive and curative maintenance for computer and

multimedia equipment

•Custom VIP / Staff services: telephone and in-person

assistance (even at home) 24 hours a day, 7 days a

week

This more mature market is also undergoing significant

changes. As IT hardware has become more affordable, it

has become a replacement market, where logistics skills

are key, rather than a repair and support market, where

technical skills are what makes the difference. Solutions

30 relies on a dense territorial network of itinerant

technicians and high-performance management tools that

enable it to guarantee short response times and

competitive rates. The group primarily targets companies

with many sites across a given territory (banking networks,

large retailers, etc.) or that need to provide rapid-response

residential call-outs (distributors of high-tech and

multimedia products), as well as IT equipment

manufacturers, providing maintenance services on their

behalf.

To accomplish these goals, Solutions 30 relies on the

economies of scale created by its organizational structure,

including:

- Logistics centers that facilitate the provision of various

services, from receiving/sending equipment, to checking,

repairing, configuring, or setting up equipment. These

centers also house customers’ off-site inventory, helping to

guarantee rapid response times.

- Call centers, in countries where the group is present but

also in the Maghreb and Eastern Europe that handle

appointment scheduling, first-level technical support, and

remote troubleshooting.

Solutions 30 | 2021 Annual Report

- Proprietary IT tools that make it possible to automate and

track many tasks, enriching the user experience.

Today, there are new needs that have arisen. Cloud

computing, new types of equipment and mobility are

changing users’ needs. Soon, with the rise of 5G,

connected objects and edge computing - including new

applications and new required peripheral devices - will

generate new needs and new opportunities for Solutions

30’s IT business. New peripheral devices will not only

need to be installed, but they will also require rapid-

response maintenance, no matter where they are located.

Luckily, Solutions 30’s core business has already

cultivated the skills needed to capture these new growth

opportunities.

Also, with the rise in remote work during the COVID-19

pandemic, Solutions 30’s ability to provide IT support

services in both offices and in private homes has given it

yet another advantage in the sector.

Internet of Things (IoT)

The rise of the Internet of Things has created significant

growth potential for Solutions 30 since any connected

object requires physical installation and maintenance.

Industry 4.0, smart cities, smart buildings, smart homes,

self-driving vehicles, and connected health are all

concepts that are beginning to take shape as the related

technologies become more affordable and more widely

available. These technological advances help businesses

to increase productivity and they offer individuals major

benefits in terms of savings, health, and safety.

For example, Gartner estimates that the number of

connected objects is expected to triple between 2018 and

2023, rising to 43 billion. IDC expects that investment in

the Internet of Things will increase at an average rate of

13.6% per year through 2022.

The Internet of Things covers a wide array of applications,

since almost everything is connected these days.

Solutions 30 is already active in this market with several

major corporations as customers, including a telecom

service provider that is rolling out a “connected home”

offering, the world leader in online sales, a manufacturer

of connected medical devices, and a manufacturer of

home automation solutions. This sector represents a

major growth opportunity for the group, whose full scope

remains difficult to assess accurately.

1.5.2. Geographic regions

The Solutions 30 group is firmly rooted in France when it

comes to rapid-response multi-technology services for

both the telecommunications and energy sectors.

Outside of France, the group is active in nine countries:

Germany, Belgium, Netherlands, Luxembourg, Spain,

Portugal, Italy, Poland, and the United Kingdom.

In all these countries, the group is trying to duplicate

the more mature French model. The underlying factors

that shape these markets are similar, with a strong trend

towards the outsourcing of support services. The group

believes that it now has a significant positioning in all the

countries where it operates, even though it has not yet

reached its critical target size outside France and the

Benelux region.

Over the last three years, the revenue breakdown by

country was as follows:

In millions of euros

Year ended

December 31,

2021

Year ended

December 31,

2020

Total revenue from France

507.3

522.7

Belgium / Luxembourg / Netherlands

160.4

136.3

Germany

63.3

67.2

Spain

53.1

39.0

Italy

46.8

27.5

Poland

24.9

25.0

Total International Revenue

366.7

296.6

Total Revenue

874.0

819.3

France

Between 2015 and 2020, France drove the group’s growth

thanks to (i) the France Ultra-fast Broadband, which

facilitated the rapid roll-out of fiber optics throughout

France and its overseas territories, and to (ii) the roll-out of

smart electricity meters. Both markets have now reached

maturity. Where before they were focused on roll-out,

these markets are now shifting focus to maintenance,

which is naturally a more recurring service. The group’s

growth in France that was based on these existing

activities is evening out, and it is therefore exploring new

opportunities, described above, especially in mobile

telecommunications, electric mobility, and the energy

transition.

Solutions 30 | 2021 Annual Report

Once handled internally by large French companies,

support services are now being outsourced more often.

Although the French market is still very fragmented, with

many regional players and few national players,

consolidation is well underway, with customers seeking to

reduce the number of partners they work with at the

national level. Solutions 30 is the natural center of this

market, and its acquisition of Sotranasa and CPCP in

2017-2018 allowed the group to decisively consolidate its

position as partner to three of the top four telecom service

providers in the country.

As part of its strategy of geographic diversification, the

Solutions 30 group has expanded into various European

countries where it should be able to duplicate the business

model it developed in France. As indicated above, the

main criteria for entering a market include the size of the

country, its population density, the group’s ability to

support existing customers, and the maturity of certain key

markets, such as FTTH deployment.

Benelux

In Belgium, Solutions 30 has become one of the main

players in the market for telecommunications sector rapid-

response services thanks to the outsourcing agreement it

signed with Telenet and the creation of Unit-T. Unit-T is a

joint venture whose ownership is split between Solutions

30 and Telenet 70%-30%. Unit-T was created in 2018 and

now employs more than 1,500 people. Unit-T has strong

growth potential, both with Telenet and with other

customers. This can be seen in the major contract that

was signed with Fluvius at the end of 2020 to roll out

smart meters.

Belgium is currently launching its plans to roll out FTTH.

Because Solutions 30 has a proven track record and

dense territorial coverage, it is well positioned to play an

important role in these markets, as demonstrated by the

new framework agreement with Fiberklaar.

In the Netherlands, Solutions 30 is working to strengthen

its presence and territorial coverage. In 2019, the group

acquired a 51% stake in I-Holding BV, parent company of

I-Projects Group, which generates €11 million in revenue

and has 130 technicians installing smart meters and

optical fiber. With just over 23% of homes connected in

2021 and the number of subscribers expected to nearly

double by 2026, the Netherlands represents a source of

growth for the group, just as the second wave of FTTH

network roll-outs is beginning. Our newly signed

framework agreement with Open Dutch Fiber is an

example of this potential. I-Projects Group’s position in

diversified activities also gives it access to the markets of

tomorrow: deploying electric vehicle charging stations and

installing the connected objects that will be the core

features of tomorrow’s smart cities.

Other Countries

In Germany, Solutions 30 will focus on the

telecommunications market, a prime growth driver, while

also keeping an eye out for opportunities in the energy

and IT sectors. The group entered the German market in

2013 with the acquisition of B+F, followed by the

acquisition of Connecting Cable in 2014. The group then

expanded its regional footprint and consolidated its

presence by acquiring ABM in 2017.

Solutions 30 has historically provided installation and

maintenance services to the country’s three main telecom

service providers. This provides an important advantage in

a market that is undergoing major changes after the third

largest provider, Unitymedia, was acquired in 2019 by its

second largest provider, Vodaphone. Given the current

political climate in Germany and the way the market is

structured, the country has fallen behind in terms of

telecommunications infrastructure. In 2021, 8% of German

households had an ultra-fast broadband Internet

connection. All the major telecom service providers

announced investment programs to roll out FTTH.

According to FTTH Council Europe, Germany should have

25 million FTTH subscribers by 2026, compared to only

3.5 million today. This is therefore a highly promising and

particularly strategic market for Solutions 30 and

investment in FTTH infrastructure is expected to start

ramping up in mid-2022.

In Spain, Solutions 30 boosted its presence by acquiring

Salto Telecomunicaciones and Grupo Magaez in 2018.

After a serious economic slowdown, the group’s activities

have since begun to grow again. The group now intends to

focus on strengthening its relationships with the country’s

main service providers. The group intends to continue

blending organic and external growth by pursuing a

strategy of targeted acquisitions in a highly fragmented

market.

In 2019, the group made the strategic acquisition of

Provisiona, a Spanish company with €3 million in revenue

and 42 employees and that specializes in mobile

networks, especially 5G networks. The group has also

taken over Vitgo Telecomunicaciones, a company with

€8.4 million in revenue. Since then, Solutions 30 has

increased its market share in Spain and deepened its

collaboration not only with telecommunications service

providers, but also with telecom vendors like Ericsson and

Nokia.

In Italy, TIM (Telecom Italia) awarded Solutions 30 a 5-

year €210 million contract to install its fiber network in the

Piedmont and Aosta Valley regions. This strategic

contract, which will be executed in partnership with

Elecnor, who will fulfill and bill for 40% of the contract,

confirms Solutions 30 as one of TIM’s key partners,

helping to secure a future market share in connecting

Italian households to the fiber network. The group is also

continuing its expansion into both electric mobility and

mobile networks in Italy. Solutions 30 acquired a 60%

stake in Algor SRL, which generates a little less than €4

million revenue in the mobile telecommunications sector.

Since 2019, the group has been active in Poland after it

acquired Sprint’s rapid-response telecoms services

business, as well as the assets of the Polish company

Elmo, one of Orange’s trusted partners. The market in

Poland has very attractive fundamentals in terms of size,

population density, and market conditions, as the country

is continuously investing in its digital infrastructure.

Solutions 30 integrated these new activities over the

course of 2024 and the teams were able to develop their

presence in this new, highly promising country, which

generated €24.9 million in revenue by the end of 2021.

In 2020, Solutions 30 expanded to the United Kingdom

when it acquired a 100% stake in Comvergent Ltd., which

generated €17.5 million in revenue in 2019. Created in

Solutions 30 | 2021 Annual Report

2005, Comvergent offers a range of multi-technical

services dedicated to rolling out and maintaining mobile

networks. Based near Chester in the North West region of

England, this company works across the United Kingdom

and has partnered with major telecom equipment

manufacturers over the last 10 years, including Ericsson,

Nokia, and Huawei. Since its acquisition by Solutions 30,

Comvergent has expanded into the fixed-line

telecommunications sector, supporting the roll-out of FTTH

in the United Kingdom and positioning itself to get involved

in electric mobility.

In October 2021, Solutions 30 acquired the customer list

and certain assets from Mono Consultants Ltd. Founded in

1997, Mono offers a range of turnkey services to support

the roll-out of mobile telecommunications infrastructure,

from network design to deployment. An important player in

the highly fragmented British market, Mono generated

£41.5 million (€49.0 million) in revenue during the fiscal

year ending on August 31, 2020. During the COVID-19

pandemic, this company did not have the necessary size

or financial resources to handle lower volumes or to meet

the needs of the market as it bounced back. At the end of

August 2021, the company closed out its fiscal year with

£27.8 million (€32.8 million) in revenue. Mono offers its

services across the United Kingdom, with offices in

Glasgow, Manchester, and Milton Keynes. The company

has several loyal and prestigious customers and it works

with major telecom providers and equipment

manufacturers, which make it a good complement for

Comvergent. As of the writing of this annual report, both

companies have been fully integrated and are now

operating under the Solutions 30 brand.

1.6 Environmental, social, and corporate governance (ESG)

Over the past two years, Solutions 30 has focused on

structuring and formalizing its approach to corporate social

responsibility (CSR). This has resulted in significantly

improved ratings from international ESG rating agencies

and the publication last September of its first ESG report,

drafted in accordance with Global Reporting Initiative

(GRI) standards. Published annually, this report is

available to the public in the CSR section of the group’s

website at www.solutions30.com. It contains a detailed

review of Solutions 30’s CSR commitments and policy.

Solutions 30 has also joined the United Nations Global

Compact, the world’s largest voluntary commitment to

CSR and sustainable development.

Combining accessibility and sustainability

Solutions 30’s mission is based on two key pillars that are

driving change in today’s world:

•Making technological developments that are

transforming our daily lives accessible to everyone,

even in critical situations

•Contributing to the emergence of a more sustainable

and responsible economy, with a more limited

environmental impact

As the European leader in rapid-response multi-

technology services, Solutions 30 plays a daily role in the

digital transformation and the energy transition, by

ensuring the rapid deployment of new technologies and

supporting the people who use them.

Solutions 30 | 2021 Annual Report

Solutions 30, an employer committed to training

At the end of 2021, the group employed nearly 7,487

people, compared to 7,311 a year earlier. Given the nature

of Solutions 30’s business, the growth curve of its

workforce follows that of its revenues. The group has

historically been one of the most important recruiters in

certain regions.

To support its growth and constantly incorporate new

skills, the group has created a vast training program that

allows it to hire young people without degrees or people

undergoing professional retraining, significantly improving

their employability. The remuneration system, which

includes a variable for measuring an individual’s ability to

achieve quantitative and qualitative objectives,

encourages autonomy and initiative in line with the group’s

values, with customer service at the top of the list. Strong

growth creates a stimulating work environment and

encourages internal recruitment.

In 2021, 168,338 hours of training were provided in

Solutions 30 training centers, through e-learning modules,

or in collaboration with customers and local authorities

(Pôle Emploi, the French State’s unemployment agency).

CSR framework and policy

All of Solutions 30’s activities are built around its

commitment to building a more sustainable economy.

The group helps its customers and its customers’

customers to become more efficient, thus reducing their

environmental impact and their consumption of resources

while also creating value and driving the development of a

more sustainable and responsible economy.

Solutions 30 acts as a digital catalyst, helping individuals

to benefit from the latest technologies by making the

innovations that are transforming our daily lives available

to everyone, both at home and at work.

Every day, Solutions 30’s teams are advancing the digital

transformation and the wider adoption of digital technology

by helping users to make the most of innovations.

This mission relies on a higher understanding of what

providing service means, a concept that guides Solutions

30’s teams in their work and that is reflected in high

customer satisfaction levels.

Solutions 30 aspires to be a responsible corporate citizen

by implementing a concrete and holistic approach to

addressing environmental, social, and governance issues,

taking into account all its stakeholders.

As part of its commitment to sustainable development,

Solutions 30 is implementing a strategy based on the

following six principles:

•Developing innovative services that have less of an

environmental impact and that help to build a more

sustainable and more circular economy

•Facilitating digital transformations by providing access

to technology for corporate and residential customers

•Always striving for excellence when it comes to the

security and safety of people and property

•Promoting youth employment and developing human

potential with training and education

•Improving relationships with stakeholders by being

transparent and committed

•Promoting a culture of integrity within the group

•Involving suppliers and partners in all CSR efforts

through communication, interaction, and active

listening

The six principles that guide the group’s sustainable

development approach were defined based on an analysis

of the key issues. These key issues are areas where

Solutions 30 can have the greatest economic, social, or

environmental impact, or can influence its stakeholders’

decision-making processes.

In this context, Solutions 30’s stakeholders are defined as:

1) customers, 2) users (customers of customers), 3)

employees, 4) shareholders, 5) suppliers, including

subcontractors, 6) regulators and governments, and 7) the

communities to which the group belongs.

The material challenges faced by the group’s sustainable

development approach have been defined using practices

based on international standards.

Review of 2021 commitments

Solutions 30 | 2021 Annual Report

CSR highlights in 2021

Throughout 2021, Solutions 30 has continued to promote its CSR policy internally and to spread the word and have it

recognized externally, both at meetings with stakeholders and through the efforts noted above.

The following were the highlights from the year:

•Publication of the group’s first ESG report

•Integration of ESG criteria in the calculation of

remuneration for members of the Group and Country

Executive Committees

•Continuous training and raising awareness among

teams

•Joining the UN Global Compact

•Launch of the GRC (Governance, Risk, Compliance)

plan detailed in Chapter 4.2 of this report

•Updating the materiality matrix

•Participation in the CDP, a non-profit organization that

oversees the global reporting system, allowing

investors, companies, cities, states, and regions to

monitor their environmental impact

Solutions 30 | 2021 Annual Report

Risk factors and internal control system

2.1.

Company-specific risk factors

2.2.

Insurance

2.3.

Internal control system

Solutions 30 | 2021 Annual Report

2. RISK FACTORS AND INTERNAL CONTROL

SYSTEM

2.1. Company-specific risk factors

The Solutions 30 group has undertaken a project to

reinforce its internal control since mid-2021. This

transformation phase, with a comprehensive action plan

combining short and medium-term actions, aims to

strengthen the three fundamental pillars of the group’s

management: governance, risk, and compliance. This is a

pragmatic approach that aims to strengthen all the group’s

core processes and ensure that the risk and compliance

framework is fully integrated into Solutions 30’s

operations.

The risks mentioned below are referred to as “residual,”

i.e. there are already measures in place at the group level

to mitigate them.

Risk segmentation and prioritization

To produce the following list, group management worked

on identifying and prioritizing the specific risks facing

Solutions 30, using a two-dimensional approach:

probability that an event occurs (“P”) and the possible

financial consequences of such an event, should it occur

(“I”).

Each risk that Solutions 30 identified was then rated

according to these two criteria P and I (between 1 and 5),

with the final rating equal to their product: I x P.

P = 5

P = 4

P = 3

P = 2

P = 1

Probability / Impact

I = 1

I = 2

I = 3

I = 4

I = 5

Risk Scale

Very Low

Low

Medium

High

Very High

Solutions 30 uses the following grading scale:

–Probability: Once every 15 years Exceptional

Once every 10 years Unlikely

Once every 3 years Probable

Once every 12 months Very probable

Once every 6 months Almost certain

–Impact :

Impact of less than 0.3 percentage point (pp) on the

ratio between the group’s consolidated net income

and its revenue: Very low impact

Impact of between 0.3 pp and 1 pp on the ratio

between the group’s consolidated net income and its

revenue: Low impact

Impact of between 1 pp and 3 pp on the ratio between

the group’s consolidated net income and its revenue:

Medium impact

Impact of between 3 pp and 5 pp on the ratio between

the group’s consolidated net income and its revenue:

High impact

Impact of more than 5 pp on the ratio between the

group’s consolidated net income and its revenue:

Very high impact

In the end, Solutions 30 found six distinct tangible risks,

based on the following segmentation and ranking:

Solutions 30 | 2021 Annual Report

–Strategic Risks:

◦Risks associated with a negative media campaign:

High Risk

◦Risks related to the external growth policy

(integration) and risks related to possible damage to

goodwill: Low Risk

–Operational risks:

◦Risks related to the shortage of raw materials and

goods: High Risk

◦Risks associated with outsourcing: High Risk

◦Risks related to dependence on certain major

customers: Medium Risk

◦Risks associated with governance: Medium Risk

◦Risks related to dependence on top managers: Low

Risk

◦Risks related to operational team management and

recruitment: Low Risk

◦Risks related to the proper functioning of internal

systems / IT infrastructure: Low Risk

–Risks related to target markets:

◦Risks related to the impact of political decisions in

countries targeted by Solutions 30 in terms of major

technological infrastructure deployment programs

(FTTH, 5G, electric vehicle charging stations, etc.):

Medium Risk

Other risks have also been identified (competition,

dependence on certain suppliers, interest rate risks, etc.)

and analyzed. However, these were deemed too

insignificant in terms of their probability and group-wide

impact to be included in the following section.

2.7.1. Strategic Risks

Risks associated with a negative media campaign

(high risk)

Attacks in the media and on social networks have now

become a threat, and Solutions 30 may become the target

of smear campaigns, negative media coverage, leaks, or

inappropriate messages. A malicious attack can tarnish

the group’s image and reputation.

The company has created and is strengthening its internal

and external systems for managing this risk. The internal

systems are primarily designed to educate employees

about the power of social media, as well as to spread best

practices and improve safety.

Probability of this risk: 5 Potential impact: 1

Risks related to the external growth policy

(integration), risks related to the legal and accounting

interpretation of acquisitions, and risks related to

possible goodwill impairment (low risk)

As it has developed over the years, the group has

regularly combined organic and external growth. This

means that, since its creation, Solutions 30 has been able

to acquire some thirty companies, increasing its

geographical coverage in different regions, gaining access

to new markets, and reaching new major customers/

contractors.

Acquisitions present potential risks: difficulties with

consolidation, the departure of key individuals from the

acquired entity, loss of customers, discovery of legal

disputes, etc. The company is improving its due diligence

process by adding an in-depth reputational analysis of the

target company and its vendors, including the verification

of any future operations with related parties. In addition,

Solutions 30 may incentivize key managers from the

companies it acquires to create value, offering them

motivating career prospects and earning their loyalty to its

corporate mission. These approaches allow the group to

limit any corresponding risks: risks relating to the quality of

the acquired assets and risks resulting from the process of

integrating target companies into the group.

In addition to the operational risks that may arise from this

external growth strategy, Solutions 30 may also be

exposed to negative financial consequences due to

possible goodwill impairment.

Goodwill is an intangible asset that accounts for the

excess purchase price of another company. Goodwill

arises from the difference between the purchase price and

the fair value of the acquired company’s assumed assets

and liabilities. The difference can be positive (goodwill) or

negative (negative goodwill).

Goodwill was historically subject to regular annual

depreciation according to Luxembourg accounting

standards. Since Solutions 30’s application of IFRS 3

“Business Combinations,” and IAS 36 “Impairment of

Assets” in 2019, goodwill is no longer depreciated. It is

subject to impairment tests as soon as there is an

indication of impairment, i.e. a significant deterioration in

results or a negative net position, and at least once a year

at the closing date. If there is an impairment, if the

recoverable amount of goodwill is less than its carrying

amount (following the impairment test), it is included in the

income statement.

At December 31, 2021, the total amount of goodwill on the

group’s balance sheet was €56 million, or approximately

8.0% of Solutions 30’s total consolidated balance sheet.

Given the highly fragmented markets in which it operates,

the group generally acquires medium-sized companies

and values these companies based on multiple

conservative estimates, since Solutions 30 does not often

find itself in competition with other potential buyers. As a

result, the unit amounts of these transactions remain

relatively limited and the possible recognition of an

impairment loss for a transaction would have only a small

impact on the group’s consolidated earnings.

Probability of this risk: 2 Potential impact: 2

2.7.2. Operational risks

Risks related to the shortage of raw materials and

goods (high risk)

The COVID-19 pandemic and the measures taken by

governments to contain it have led to shortages of raw

materials, supply shortages for certain equipment, and

increases in production times and prices. This situation is

still relevant in 2022. This strong imbalance between

supply and demand has led to significant pressure in

Solutions 30’s markets and longer delays to complete

certain types of call-outs, due to the lack of materials or

goods needed for these call-outs.

Solutions 30 | 2021 Annual Report

These circumstances have had and could continue to

have an adverse effect on the group’s revenues, margins,

and results. It should be noted that the group carries

almost no inventory and that managing these shortages

depends on the group’s customers.

Probability of this risk: 4 Potential impact: 3

Risks associated with outsourcing (high risk)

Outsourcing allows Solutions 30 to ensure flexibility and is

an integral part of its business model. This means that the

company works with subcontractors who act in its name

and on its behalf, while also remaining responsible for the

services that these subcontractors provide. The group is

thus exposed to risks that arise from these subcontractors’

reputations and management practices, as well as to the

risk that the subcontractors’ services will not be provided

on time or in a satisfactory manner. This could have a

negative impact on the group’s reputation and could

compromise its ability to honor its commitments, to comply

with current regulations, or to meet customer expectations.

The group is also exposed to risks related to its oversight

of these subcontractors, to the qualifications of their

employees, and to their compliance with labor and

immigration laws.

The group has worked extensively on the referencing

process of its subcontractors and partners, which relies for

the most part on a dedicated digital platform. The group

has also streamlined the number of its partners, especially

for so-called back-office activities.

Probability of this risk: 3 Potential impact: 3

Risks related to dependence on certain major

customers (medium risk)

Solutions 30 has enjoyed strong growth over the last few

years, due in no small part to the fiber-optic roll-out

contracts it has signed in France and around Europe, as

well as its electricity meter deployment activities, including

the roll-out of Linky meters in France.

Today, the group’s main customers are mostly either

telecom service providers (Orange, Bouygues, Free,

Vodafone, Telenet, etc.) or power companies (Enedis,

GRDF, Enel, Fluvius, etc.), players that invest heavily in

major technical infrastructure deployment programs.

Of the group’s three leading customers in 2021, the first

received telecom services (2021 revenue of €174.1

million, or 19.9% of total group revenue), the second also

received telecom services (2021 revenue of €114.9

million, or 13.1% of total group revenue), and finally, the

third received telecom services (2021 revenue of €78.8

million, or 9.0% of total group revenue).

A significant portion of the group’s revenue is therefore

generated by working with major “key account” type

customers. The group’s commercial relationships with

these customers are structured as several contracts

organized by geographic area, by activity or by end-user

category. Losing one of these customers could impact

Solutions 30’s revenue, income, and outlook.

Nevertheless, the group believes that this risk can be

managed by focusing on service quality and customer

satisfaction. The complex technical interfaces that have

been built to connect major customers’ information

systems with the Solutions 30 IT platform are also a strong

sign that customers trust in the quality of the services they

receive, confirming both sides’ mutual commitment to

building lasting partnerships.

Probability of this risk: 2 Potential impact: 3

Risks associated with governance (medium risk)

Given the group’s rapid growth, governance structures are

regularly reinforced for continuous improvement and to

adapt to the new challenges facing the group, whether in

terms of shareholding or decision-making structures.

In the past years, Solutions 30 made significant changes

to its governance as evidenced by the clear improvement

in its ESG ratings from independent entities (see section

1.6 of this report).

Solutions 30 has also embarked on a process of

continuous improvement of its governance which aims to:

•Document the governance structure that directs and

oversees the Solutions 30 group and its activities

•Document the division of roles and responsibilities

between local offices and the corporate team in terms

of important decisions/procedures

This work is detailed in section 4.2 of this report.

Probability of this risk: 2 Potential impact: 3

Risks related to dependence on top managers (low

risk)

Losing certain key managers could have an adverse effect

on Solutions 30’s business and earnings, given that

certain strategic or commercial relationships have been

cultivated by specific individuals (who embody our

strategic vision, maintain relationships with key clients, or

are close with certain strategic partners, etc.). Such

managers are also essential for integrating acquired

companies (Solutions 30 generally retains managers from

the companies it acquires, involving them in the realization

of its corporate mission).

However, as it has grown, the group has built an

organizational structure that now allows it to greatly limit

its dependence on single individuals, so that strategic and

commercial relationships are handled by teams. The

departure or illness of a key individual will therefore only

have a limited impact on the group’s progress.

In addition, a multi-year incentive plan was put into place

in 2019 to motivate and retain key executives and top

performers within the group.

Probability of this risk: 3 Potential impact: 1

Risks related to operational team management and

recruitment (low risk)

Because of its rapid growth and the different kinds of work

it does, the group needs to recruit and manage many

technicians, people who need to be trained for the group’s

operations. In fact, the group’s internal workforce has

undergone the following changes over the last two years:

–End of 2019: 6,330 people (+25%)

Solutions 30 | 2021 Annual Report

–End of 2020: 7,311 people (+15%)

–End of 2021: 7,487 people (+2%)

Because the job market for candidates with technical skills

is quite tight in some regions of Europe, Solutions 30 has

developed proven recruitment processes. Recruitment and

employee retention are therefore important issues for the

group, allowing it to continue to expand its businesses.

Solutions 30’s prospective growth and therefore its

expected growth in earnings depend on its ability to recruit

and retain many technical experts in its target markets,

along with certain key employees who work in team

management.

In the future, Solutions 30 may encounter difficulties in

recruiting enough employees to fulfill its contracts with

major customers. While the group can always bring on

external service providers as subcontractors to shore up

its execution capabilities, it may run into problems meeting

its business growth objectives, and therefore its earnings

growth objectives.

Probability of this risk: 3 Potential impact: 1

Risks related to the proper functioning of internal

systems or IT infrastructure (low risk)

All group activities and call-outs by Solutions 30

technicians are organized and scheduled daily by a

powerful IT system. This platform is the group’s nerve

center for organizing and optimizing the proper execution

of the services that Solutions 30 provides to its customers.

This tool receives information from customer CRM tools,

then incorporates it into a single central system for all

upcoming call-out requests. The software then allocates

these call-out requests to technicians, with the goal of

optimizing necessary skills, expertise, and technician

travel time.

This software and technological infrastructure are thus

intrinsically exposed to data vulnerability risks in an

environment where cybercrime is constantly adopting new

tactics and techniques.

It should be noted, however, that the databases used to

ensure the provision of the group’s services are backed up

at least once per day, and this backup can be restored

within 60 minutes. This system is tested daily by restoring

the last production schedule in a debugging environment.

The production database is also backed up in real time to

a secondary database. If the production database

becomes inaccessible, this secondary database can be

transferred to the main database within 20 minutes, thus

limiting the potential impact of technical issues related to

operational information.

Nevertheless, a sufficiently sophisticated computer attack,

or even certain kinds of technical failure may occur and

could temporarily impact the group’s activities, whether in

terms of the services delivered to clients or of Solutions

30’s capacity to optimize technician call-outs, potentially

harming profitability.

It is likely that one or more events of this kind will

eventually impact the group’s operations, financial

situation, or earnings.

Probability of this risk: 2 Potential impact: 2

2.7.3 Risks related to target markets

Risks related to the impact of political decisions in

countries targeted by Solutions 30 in terms of major

technological infrastructure deployment programs

(FTTH, 5G, electric vehicle charging stations, etc.)

(medium risk)

Political and administrative positions and decisions in the

countries where Solutions 30 is active, including decisions

about developing and modernizing telecommunications

infrastructure and energy distribution networks can

significantly influence the investment policies of the

group’s major customers. This can then affect how much

business the group brings in, especially in its two most

important sectors, namely telecoms and energy.

In a context where the group’s target countries in Europe

are experiencing economic slowdowns and/or

burdensome financial debt, a political or administrative

decision to postpone or even cancel certain investments

could slow the growth of Solutions 30’s activities. This was

the case when business slowed in Italy between 2018 and

2020, and the wait-and-see political context had

consequences for the country’s telecom sector.

Nevertheless, the group’s exposure to this risk remains

limited due to the diversity of its activities and the different

European countries it targets. This risk is also mitigated by

the group’s strong foundation of maintenance activities,

which accounted for 57% of the group’s revenues in 2021,

since by their very nature, maintenance activities are not

dependent on Solutions 30’s major customers’ investment

strategies.

Furthermore, with all their post-COVID economic stimulus

plans, European countries seem to have committed

themselves to taking decisive action on investments in

telecommunications and energy distribution infrastructure.

Probability of this risk: 3 Potential impact: 2

2.7.4. Risk review

The company has conducted a risk review to identify all

the risks that could significantly harm its business,

financial position, or earnings (or its ability to achieve its

objectives) and believes that it faces no significant risks

other than those presented above.

The company cannot entirely exclude the possibility that

other risks may materialize in the future and have a

significant adverse effect on the group, its business,

financial situation, earnings, or growth.

To date, the company has not identified any governmental,

economic, budgetary, monetary, or political factors that

have materially affected, or could materially affect the

company’s operations, either directly or indirectly.

Solutions 30 | 2021 Annual Report

2.2. Insurance

All group companies are covered by an insurance policy

that includes civil liability insurance and manager liability

insurance. All group subsidiaries must adhere to policies

that are negotiated and put into place at the group level,

unless there are stricter local regulations or geographic

exceptions in place.

The risks that Solutions 30 faces are spread out over a

wide geographic area, limiting the possible impact of a

disaster. The group has negotiated a high level of

coverage, with the goal of protecting against even the

worst disasters that could have a significant impact on its

finances. The group’s civil and manager liability insurance

policies were renewed on January 1, 2022, for a period of

one year, based on market conditions.

Finally, in 2021, the group decided to take out insurance

against the risk of cyberattacks.

Group insurance policies are updated regularly to adapt to

the group’s size and to account for industrial risks through

the global insurance market. The group has policies with

several leading and world-renowned insurers.

2.3. Internal control system

2.3.1 Definition of internal control

Internal control is an integral part of the group’s

processes. As part of the ongoing transformation

described in section 4.3 of this report, the internal control

process has been reviewed and documented. It aims to

ensure:

•Compliance with laws and regulations

•Application of Management Board directives and

guidelines

•Proper functioning of internal group processes,

especially those to safeguard

•Group assets and the proper provision of services

•Reliability of financial information

The goal of the internal control mechanism is to prevent

and control risks that could compromise the group’s ability

to reach its goals.

2.3.2 Internal control organizational structure

The primary bodies that oversee internal control activities

within Solutions 30 are as follows:

Audit Committee

The main goal of the Audit Committee is to assist the

Supervisory Board in its oversight of the Management

Board by supervising, advising, and informing decisions

regarding the group’s compliance with applicable laws and

regulations and its review of internal control and risk

management systems, among other topics.

In line with the Audit Committee Charter, the Audit

Committee’s groupwide internal control and risk

management responsibilities are as follows:

A.Providing input on group risk evaluation and

management policies, internal control procedures,

and professional ethics procedures (including

procedures for preparing and processing accounting

and financial data), as well as reviewing the

compliance and effectiveness of the mechanisms put

into place to implement these procedures and policies

B.Reporting to the Management Board any major

financial risks that the group is exposed to, advising

on matters related to financial information and the

Management Board’s initiatives to monitor and

manage these risks and issues

C.Preparing reports on fraud, shortcomings, or any

other similar problems that may arise and be relevant

to the group, as the case may be

Management Board

The Management Board decides on general management

principles that the group will follow. It defines the powers

that will be delegated to BU Directors and to the Executive

Committee, and sets thresholds up to which these powers

apply, if need be. These rules apply to the following areas:

subsidiary management, mergers and acquisitions, legal

affairs, financial management, operational management,

commercial management, human resources management,

and communications.

Executive Committee (ExCom)

The Executive Committee handles any issues concerning

the operations or activities of group subsidiaries in their

various operational and financial aspects.

The committee meets as often as necessary. Each

member of the committee is responsible for internal

control within the BU they oversee and in line with pre-

established rules of power delegation.

Every month, the Executive Committee receives a report

from each BU that includes raw data and analysis, as well

as key performance indicators (KPIs). Besides monthly

activity and financial performance monitoring data, the

report also includes an update on staff, business

opportunities, and major operating risks. All this makes the

report a key internal control tool for the group. At its

monthly meetings, the Executive Committee looks at data

Solutions 30 | 2021 Annual Report

from the previous month and decides what corrective

actions should be taken, if any are needed.

Finance Department

The Group Finance Department and the Finance

Departments for each country are jointly responsible for

protecting and providing expertise related to accounting

data.

Financial control is ensured within each subsidiary by

financial controllers who are responsible for both financial

control and internal control. This role reports to the chief

financial officer of each country. Every month, group-level

financial control analyzes the financial performance for

that month and for the year to date. These data are

compared to the monthly budget provisions from the

previous year. This control takes place within each

business unit, as well as at a consolidated group level.

The corporate and consolidated accounts undergo an

external audit each year, which is carried out by group and

subsidiary auditors. The subsidiary inspectors publish

limited investigations after the first half of the year, as well

as a preliminary review and an audit of the year’s

accounts at the end of the year. Any recommendations

made by the latter are analyzed, implemented, and

monitored by the group under the supervision of the Audit

Committee.

Legal Department

The Legal Department establishes a general code of

conduct that applies to all group employees and partners,

and oversees the controls that ensure the group’s

operations are in legal compliance.

Both a Code of Conduct for group employees and a Code

of Conduct for Business Partners have been published.

The goal of both is to define rules for behavior that apply

to all employees, including subcontractors, as part of their

professional activities, as well as to representatives,

company administrators, consultants, and other service

providers who may act on behalf of the group or of one of

its subsidiaries.

All employees, no matter their seniority, must adhere to

the principles of the Code of Conduct in fulfilling all duties

and responsibilities. These principles are based on the fair

and good faith performance of the employee’s contract

and on ensuring that all rules are also followed within an

employee’s team, or by those under their supervision.

Each Code of Conduct is divided into three sections,

which cover the following themes:

A.Individual responsibility as a member of society

•Human rights

•Equal opportunity and equal treatment

•Sustainability and environmental protection

•Donations, sponsorships, and charity

B.Individual responsibility as a business partner

•Conflicts of interest

•Gifts, hospitality, and invitations

•Prohibition of corruption

•Dealings with officials and holders of political office

•Prohibition of money laundering and terrorism

financing

•Free and fair competition

•Prohibition of insider trading

C.Individual responsibility in the workplace

•Occupational safety and healthcare

•Data protection

•Security and protection of information, know-how, and

intellectual property

•IT security

•Handling of company assets

2.3.3. Control activities

The group has implemented internal control measures that

are based on a survey of existing procedures and policies.

This survey was part of a dynamic initiative to help the

group continuously improve the effectiveness of internal

controls.

The newly implemented policies and procedures aim to:

•Ensure that all work that is carried out, all

management activities, and all employee behavior

respect the framework established by the

Management Board, as well as all current laws and

regulations and internal group rules

•Verify that all communications with and all information

submitted to company entities are reliable and are

accurate reflections of the group’s situation and

activities

One of the primary goals of internal control is to prevent

and control risks arising from group activities, as well as

error and fraud risks, especially in the areas of accounting

and finance.

Beyond its controls that protect internal group

administrative and accounting processes, the group also

carries out controls of the services that it provides. These

control ativities are handled by quality managers who

implement, manage, and monitor controls with the

operational teams.

Accounting

Accounting practices aim to:

•Ensure the soundness of the processes used to

collect and process data for the financial information

database

•Guarantee that corporate and consolidated financial

statements are produced consistently, in line with

current laws and regulations, and that they provide a

true and fair view of the company’s situation and

activities

•Make financial information available in a form that

makes it easy to understand and use

•Publish corporate and consolidated group financial

statements within timeframes that meet both legal

requirements and the demands of financial markets

•Define and supervise the application of financial

security procedures, including the separation of duties

•Integrate financial security procedures into accounting

and management information systems and identify

and implement other necessary modifications

A new financial ERP (Oracle Netsuite) is currently being

adopted to push process harmonization even farther.

Cash and financing

The Solutions 30 finance team manages the group’s cash

funds centrally. There are procedures in place to limit risk

Solutions 30 | 2021 Annual Report

exposure, notably through managing interest rates,

automatic cash pooling, and the use of deconsolidation

factoring.

Financial communication

The financial communication role is responsible for

sharing information about the group’s finances and

strategy, both within and outside of the group. Financial

information must be shared in strict compliance with

market operating rules and with respect for the equal

treatment of investors (see section 6.6 of this report).

2.3.2. Steps to improve internal control

As part of the GRC Project, which is described in detail in

section 4.2 of this annual report, one of Solutions 30’s

primary focus areas is “Standardizing Risk Management

Procedures and Improving Internal Control.”

Initiatives in this area have led to (i) the creation of a risk

map and risk log that includes relevant risk scenarios, (ii)

new group-level trainings on the Internal Control System,

(iii) a new Risks and Internal Control System Manual, and

(iv) plans for rolling out the Internal Control System. These

policies, directives, procedures, and measures aim to

ensure operational efficiency and effectiveness, regular

and reliable internal and external financial reporting, and

compliance with all applicable laws and regulations.

Solutions 30 | 2021 Annual Report

Corporate Governance

3.1.

Governance framework

3.2.

Supervisory Board and committees

3.3.

Management board

3.4.

Remuneration

Solutions 30 | 2021 Annual Report

3. CORPORATE GOVERNANCE

3.1 Governance framework

3.1.1. Introduction

Solutions 30 SE is a European company headquartered in

Luxembourg, whose shares are listed on the Paris

exchange (Euronext Paris, Compartment A). It is

registered in the Trade and Companies Registry in

Luxembourg under registration number B.179097 (the

Company).

The Company has a dual organizational structure, with

both a supervisory board and a management board.

Corporate governance focuses on growth and on

operations, with short and efficient decision-making cycles

and close contact with those working in the field. This

model has allowed the Company to stay agile and to

quickly seize market opportunities when they arise. The

goal is to attain a critical size across all geographic

regions where the Company operates, while also

maintaining rigorous operational standards.

The supervisory board is able to do quality work because

its members are independent, committed, and supported

by three committees: a nominations and remuneration

committee, an audit committee, and a strategy committee.

The management board is assisted in its work by two

committees: a group executive committee and a country

executive committee.

The Company was created in accordance with Council

Regulation (EC) No. 2157/2001 of October 8, 2001, on the

statute for a European company (SE) (the SE

Regulation).

It is therefore governed by the provisions of the amended

Luxembourg law on commercial companies of August 10,

1915 (the Law of 1915), applicable to public limited

companies, and by the provisions specifically applicable to

European companies in the SE Regulation.

The Company’s corporate governance rules are also

based on (i) the Company’s articles of association (the

Articles of Association), (ii) the management board’s

corporate governance charter (the Management Board

Charter), (iii) the supervisory board’s corporate

governance charter (the Supervisory Board Charter), (iv)

this report on corporate governance (the Report on

Corporate Governance) and the Company’s internal

policies.

As of the publication of this Corporate Governance Report,

the Company is in compliance with the corporate

governance recommendations set out in the corporate

governance code for listed companies drawn up by AFEP

and MEDEF in December 2008, updated in January 2020

(AFEP-MEDEF Corporate Governance Code). Section

3.1.2 of this Corporate Governance Report specifies the

provisions of the AFEP-MEDEF Code that have been set

aside, along with the reasons why.

The AFEP-MEDEF Code can be consulted on the AFEP

(www.afep.com) and MEDEF websites (www.medef.com)

The Articles of Association are available on the Company’s

website:

https://www.solutions30.com/articles-of-associations/

The Supervisory Board Charter is available on the

Company’s website:

https://www.solutions30.com/supervisory-board/

The Management Board Charter is available on the

Company’s website:

https://www.solutions30.com/company/group-

management-board/

The Company Code of Conduct is available on the

company’s website:

https://www.solutions30.com/company/corporate-

governance/code-of-conduct/

Solutions 30 | 2021 Annual Report

3.1.2. Corporate Governance Code

The Company refers to the AFEP-MEDEF code in its

updated version (January 2020). The Corporate

Governance Report specifies the provisions of the AFEP-

MEDEF Code that have been set aside, along with the

reasons why. The table below lists the recommendations

of the AFEP-MEDEF Code that Solutions 30 SE does not

follow, as well as descriptions of its actual practices and

justifications for this choice.

It should be noted that Solutions 30 employs a dual

governance model, with both a management board and a

supervisory board. In this context, it is the role of the

supervisory board to note any recommendations in the

AFEP-MEDEF Code, as soon as they are endorsed by

that entity.

Recommendations of the AFEP-MEDEF code that

are not applied or not implemented

Explanations for the non-application of certain

recommendations

Article 1.7

TASKS OF THE BOARD OF DIRECTORS

It also ensures that the executive officers implement a policy

of non-discrimination and diversity, notably with regard to the

balanced representation of men and women on the

governing bodies.

Solutions 30 SE has implemented a non-discrimination

policy, which is part of its code of conduct. The possibility

of implementing a specific policy aimed at ensuring equal

gender representation on the Supervisory Board was

examined in 2021 so that the group can eventually

comply with this recommendation.

It has been decided to apply the principles defined in the

group’s human resources policy on diversity.

Article 7

7.1 On the proposal of the general management, the Board

will determine gender diversity objectives for the governing

bodies. The general management will present the board with

the methods for implementing these objectives, with an

action plan and the timeline for carrying out these actions.

The general management shall inform the Board annually of

its progress.

7.2 In the report on corporate governance, the Board will

describe the gender diversity policy applied to the governing

bodies, as well as its objectives, their implementation

methods and the results obtained during the previous year,

including, if applicable, the reasons why the objectives were

not achieved and the measures taken to remedy the

situation.

The possibility of implementing a specific policy aimed at

ensuring equal gender representation on the Supervisory

Board was examined in 2021 so that the group can

eventually comply with this recommendation. It has been

decided to apply the principles defined in the group’s

human resources policy on diversity.

The Nominations and Remuneration Committee, which

selects members of the Supervisory Board and

Management Board, seeks to strengthen the diversity of

the Supervisory Board, especially in terms of experience,

nationality, and gender.

At the end of 2021, a second woman joined the group’s

supervisory board, which now has two women, out of a

total of six members.

Solutions 30 | 2021 Annual Report

Article 8

Article 13.3

8.1 Within a group, the directors representing employees

elected or appointed in accordance with the legal

requirements sit on the Board of the company that declares

that it refers to the provisions of this code in its report on

corporate governance. When several group companies

apply these provisions, the Boards shall determine the

corporation(s) eligible for this recommendation.

8.2 Directors representing employee shareholders and

directors representing employees are entitled to vote at

meetings of the Board of Directors, which is a collegial body

that has the obligation of acting under all circumstances in

the corporate interest. Like all other directors, they may be

selected by the Board to participate in committees.

8.3 Without prejudice to the legal provisions specific to them,

directors representing employee shareholders and directors

representing employees have the same rights, are subject to

the same obligations, in particular in relation to

confidentiality, and take on the same responsibilities as the

other members of the Board.

13.3 Directors representing employees or representing

employee shareholders should be provided with suitable

training enabling them to perform their duties.

Because Solutions 30 SE is headquartered in

Luxembourg, it is therefore subject to Law 1915 (as

defined above) as well as other applicable laws in

Luxembourg. As such, Solutions 30 SE does not meet

the legal criteria for allowing employee representation on

the Supervisory Board.

Article 23

REQUIREMENT FOR COMPANY OFFICERS TO HOLD

The Board of Directors defines a minimum number of

registered shares that the company officers must retain

through to the end of their term of office. This decision is

reviewed at least on each extension of their term of office.

The Board may base its decisions on various references, for

example:

–the annual compensation

–a defined number of shares

–a percentage of the capital gain net of taxes and social

security contributions and of expenses related to the

transaction, in the case of exercised options or

performance shares

–a combination of these references.

Until this objective regarding the holding of shares has been

achieved, the company officers will devote a proportion of

exercised options or awarded performance shares to this

end as determined by the Board. This information must be

presented in the corporation’s report on corporate

governance.

As of the publication of this report, the chairman of the

Management Board held 17,323,240 shares in the

company, representing 16.2% of share capital.

As of the publication of this report, the other members of

the Management Board together held 31,160 shares,

representing 0.03% of the company’s share capital.

Together, the members of the Management Board hold

17,354,400 shares, representing 16.2% of the company’s

share capital.

The members of the Management Board are thus

invested in the company’s long-term development.

To this end, the group remuneration policy encourages

all Management Board members to acquire a number of

shares equal to their fixed remuneration in the 4 years

after their nomination.

Solutions 30 | 2021 Annual Report

3.1.3. Assessing the work and operations of the

Supervisory Board and Management Board

In line with the recommendations of the AFEP-MEDEF

Code and their own operations charter, the Supervisory

Board and Management Board have reviewed their

operations and the operations of their committees. As part

of this effort, an external agency was contracted to help

complete the extended work to transfer Solutions 30

shares to the Euronext regulated market. This work

involved interviewing key Solutions 30 personnel

(members of the Management Board, the Supervisory

Board, members of the management team, and of the

executive committees) and reviewing all group

governance documentation.

The purpose of this evaluation of the Supervisory Board

and Management Board’s operations was to (i) verify that

important issues are being properly studied and debated,

(ii) evaluate the actual contribution of each member to the

work of these two bodies, (iii) ask for suggestions from

members about how the Supervisory Board, the

Management Board, or their respective committees could

operate better, and (iv) assess Solutions 30’s level of

governance maturity with regard to its strategic goals.

The conclusions of this evaluation, which were reached

independently by the external agency, were presented and

discussed at the Supervisory Board meeting on January

27, 2021. In particular, several recommendations were

made with regard to governance, especially:

a.The make-up of the Supervisory Board, especially its

diversity in terms of equal representation for men and

women

b.Members’ expertise

c.The executive committees, their make-up and

governance

d.The Supervisory Board’s remuneration policy

Following this evaluation, and in line with the group’s

commitment to strengthen its organizational structure, the

Nominations and Remunerations Committee, which

selects the members of the Supervisory Board and

Management Board, proposed adding Pascale Mourvillier

as the newest member of the Supervisory Board. This

nomination was approved in December 2021. Her

presence will help strengthen the Supervisory Board’s

audit and finance expertise, and nominating a woman is a

sign of the board’s desire to move towards an equal

number of male and female members.

The Supervisory Board will continue to build on its

expertise, especially in the areas of risk management,

corporate social responsibility, new technologies, and

innovation. Cultivating talented employees within the

group was another topic that drew the Management

Board’s interest, leading to further study by the

Supervisory Board and its Nominations and

Remunerations Committee.

Cross-functional teams were also created at executive

committee plenary meetings to harmonize, improve, and

monitor key group processes, such as (i) human

resources, (ii) information systems, (iii) purchasing and

inventory, (iv) business development, (v) finance, (vi)

governance, risks, and compliance, and (vii) corporate

social responsibility.

Given that in 2021, Solutions 30 had to weather the impact

of the COVID-19 pandemic, but also an aggressive

destabilization campaign, other priorities were also

identified. The members of the Supervisory Board are

grateful for the management and work of the Management

Board and its committees during this time. They

appreciate the quality of the information they were given,

as well as the excellent handling of remote meetings, both

in terms of the topics raised and of the richness of the

discussion.

It should also be noted that at the beginning of April,

Solutions 30 announced that it was ramping up the pace

on the improvement plan it has had in place since 2019

and entering a new stage in its transformation, with a

focus on strengthening its organizational structure in terms

of governance, risk management, and compliance.

More details about this initiative are available in section

4.3 of this annual report.

Members of the Supervisory Board and Management

Board will be evaluated at least once per year, based on

the three objectives set forth in the AFEP-MEDEF Code:

•To assess the way in which the board operates

•To check that the important issues are suitably

prepared and discussed

•To measure the actual contribution of each director to

the Supervisory Board’s work

The evaluation will be carried out using one of the

following two methods and under the supervision of the

Nominations and Remunerations Committee:

•As a self-evaluation

•As an evaluation conducted by a specialist firm

The evaluation must also cover governance and its

implementation, the quality and quantity of information

provided to board members, as well as how the

Supervisory Board and its committees operate.

Solutions 30 | 2021 Annual Report

3.2 Supervisory Board

3.2.1. Supervisory Board Charter

The Supervisory Board has adopted an internal charter,

which went into effect on April 23, 2019. This Supervisory

Board Charter establishes rules and operating principles

for the Supervisory Board that go beyond applicable legal

and regulatory provisions and the company’s Articles of

Association. The information below is a summary of this

Supervisory Board Charter and is not, therefore, intended

to be exhaustive in nature.

3.2.2. Members of the Supervisory Board

The Supervisory Board is a collegial body composed of at

least three members appointed and dismissed by the

company’s general meeting of shareholders (the General

Meeting), on the non-binding proposal of the Supervisory

Board. Supervisory Board members are appointed on the

basis of objective criteria, such as their expertise, skills,

experience, diversity and independence.

The members of the Supervisory Board serve for a

maximum of four years, as described in the Articles of

Association, and may be reappointed. In this case, the

manner in which the candidate has performed their duties

is evaluated and taken into account.

The composition of the Supervisory Board will be such

that the combined experience, skills, abilities, diversity,

and independence of its members will enable it to best

discharge its duties and responsibilities with respect to the

company and all stakeholders, in accordance with

applicable laws and regulations (including the rules of the

Euronext market on which the company’s shares are listed

and traded).

The Supervisory Board currently has six members,

including a chairperson and a vice-chairperson.

3.2.3. Supervisory Board Committees

The Supervisory Board is assisted by three specialized

committees, each acting in a specific area of expertise.

The permanent committees of the Supervisory Board are:

the Nominations and Remunerations Committee, the Audit

Committee and the Strategy Committee (the

Committees). Their operating procedures are set out in

the appendices to the Supervisory Board Charter.

The purpose of these committees is to assist the

Supervisory Board in supervising the company’s

Management Board by advising and preparing decisions

related to matters within its scope.

The main functions of the Supervisory Board committees

include the following:

•Strategy Committee: to monitor the company’s

strategic development, to evaluate the company’s

strategies and any related risks, including the annual

strategic plan review, to analyze investment projects,

to supervise the company’s Management Board by

overseeing decisions relating to the company’s

strategy, and to evaluate the company’s strategies

and related risk management issues.

•Audit Committee: to assist the Supervisory Board with

compliance, financial reporting, internal control

procedures, and risk management.

•Nominations and Remuneration Committee: to assist

the Supervisory Board and make proposals with

regard to governance body membership, to

succession plans for company directors, and to

remuneration for Supervisory Board and Management

Board members.

It was decided at the beginning of 2021 to create two new

committees (Risk and ESG). For reasons of fluidity,

agenda management, and compliance with best practices,

it was decided at the Supervisory Board meeting of April

27, 2022 to expand the prerogatives of the existing

committees to these two areas to provide a better

understanding of the topics and maintain a global vision of

the issues at hand.

Solutions 30 | 2021 Annual Report

3.2.4. About the members of the Supervisory Board

The Supervisory Board is currently made up of six members:

Appointed as member of the Supervisory Board by resolution of the combined

general meeting on May 15, 2015, and chairman of the Supervisory Board by

resolution of the Supervisory Board on July 20, 2018.

His terms of office, renewed at the ordinary general meeting on May 27, 2019,

will expire at the general meeting called to approve the financial statements for

the year ending on December 31, 2022.

Alexander Sator has a degree in physics and is the inventor of several innovative

laser technologies. In 1996, he founded Sator Laser, a company that specialized

in industrial laser systems, and became technical director of the group when it

was acquired by Domino Printing Science PLC in 2001. In 2005, he became CEO

of 4G Systems before selling the company to Deutsche Telekom in 2006. He later

founded SapfiKapital Management, a family office that invested in the

telecommunications sector.

At the same time, he worked as a strategic advisor to Deutsche Telekom and was

president of Cinterion Wireless Modules, a Siemens spin-off company. In 2018,

Alexander Sator founded 1nce, a joint venture with Deutsche Telekom and the

first major service provider for the Internet of Things. He is currently the

company’s CEO.

ALEXANDER SATOR

Chairman of the Supervisory

Board

Independent member

Chairman of the Nominations

and Remunerations Committee

Age: 51 years old

Nationality: German

1st appointed: May 15, 2015,

as a member of the Supervisory

Board

Term expires: 2023

Number of shares held: -

Attendance rate: 100%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•1nce GMBH – Chief Executive

•1nce SIA – Chief Executive

•Norbit GMBH – Chief Executive

•Sapfi Kapital Man. GMBH – Chief Executive

•Reverse Retail GMBH – Member of the Board of Directors

Positions that were held during the last 5 years and have ended

•DGT Future Fund – Member of the Supervisory Board

•SendR SE – Chairman of the Board of Directors

•Satkirit LTD – Member of the Board of Directors

Solutions 30 | 2021 Annual Report

Appointed as member of the Supervisory Board by resolution of the combined

general meeting on May 15, 2013.

His term of office, renewed at the ordinary general meeting on June 30, 2021, will

expire at the general meeting called to approve the financial statements for the

year ending on December 31, 2024.

Francesco Serafini joined Hewlett-Packard in 1981 and spent most of his career

with that company. He has held various senior management positions within the

group, including senior vice president of HP Services and senior vice president of

HP Technology Solutions Group for Europe and the Middle East. In 2005, he

became head of Hewlett-Packard’s European operations and in 2009, became

the group’s executive vice president in charge of emerging markets.

FRANCESCO SERAFINI

Vice-chairman of the

Supervisory Board

Independent member

Member of the Strategy

Committee

Member of the Nominations and

Remunerations Committee

Age: 69 years old

Nationality: Italian

1st appointed: May 15, 2013

Term expires: 2025

Number of shares held: 6,700

(previously 18,700 shares held

with closely related persons –

Francesco Serafini’s direct

holdings remained unchanged)

Attendance rate: 100%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Societa Agricola Luvia – Joint-Manager

•Frantoio Serafini – General Manager

•F2linvest SRL – Director

Positions that were held during the last 5 years and have ended

•Harbour Spot – Member of the Board of Directors

•Dominator Yacht GMBH (in liquidation)

Solutions 30 | 2021 Annual Report

Appointed as member of the Supervisory Board by resolution of the ordinary

general meeting on May 19, 2017.

Her term of office, renewed at the ordinary general meeting on June 30, 2021, will

expire at the general meeting called to approve the financial statements for the

year ending on December 31, 2024.

Caroline Tissot is a graduate of the Institut d’études politiques in Paris and holds

a master’s degree from the University of Paris Dauphine. She began her career

in 1995 as a consultant at Deloitte France, before joining General Electric’s

European headquarters in Brussels in 2003, where she spent nearly ten years

working in procurement. She gained particular expertise in this field, as well as

extensive international experience. In 2012, she was named purchasing director

for Bouygues Telecom. In September 2016, she joined AccorHotels to handle the

group’s purchasing.

CAROLINE TISSOT

Member of the Supervisory

Board

Independent member

Member of the Strategy

Committee

Age: 51 years old

Nationality: French

1st appointed: May 19, 2017

Term expires: 2025

Number of shares held: -

Attendance rate: 94%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Solutions 30 | 2021 Annual Report

Co-opted as member of the Supervisory Board at the Supervisory Board meeting

on April 18, 2018, and confirmed by a resolution of the ordinary general meeting

on May 18, 2018.

His term of office, renewed at the ordinary general meeting on June 30, 2021, will

expire at the general meeting called to approve the financial statements for the

year ending on December 31, 2024.

A graduate of the École Polytechnique, Mines ParisTech and Télécom ParisTech,

Jean-Paul Cottet began his career in the nuclear sector, then worked for France

Télécom/Orange as director of network operations in Marseilles. He has held

various management positions, including head of the Paris division after serving

as director of sales for France and oversaw the company going public. He was

also director of networks for France. He then held various positions within the

group’s executive committee, serving as secretary general, chief information

officer, chief international officer, and director of innovation and content

marketing. He is currently a consultant in new technology management.

JEAN-PAUL COTTET

Member of the Supervisory

Board

Independent member

Chairman of the Strategy

Committee

Age: 67 years old

Nationality: French

1st appointed: May 18, 2018

Term expires: 2025

Number of shares held: -

Attendance rate: 100%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Pentekaitech – CEO

•Ecole Polytechnique Foundation – Delegate General

Positions that were held during the last 5 years and have ended

•Chairman and/or Director of several Orange companies (Audiovisual [OSC], Orange subsidiaries in Africa, Viacess-

Orca)

•Orange – Advisor

Solutions 30 | 2021 Annual Report

Appointed as member of the Supervisory Board by resolution of the ordinary

general meeting on May 27, 2019.

His term of office will expire at the general meeting called to approve the financial

statements for the year ending on December 31, 2022.

Yves Kerveillant is a graduate of HEC and holds degrees in law and accounting.

Before joining the consulting firm Equideals and later becoming its president in

2009, Yves ran a group of expert accounting firms for over twenty years. At the

same time, he served as statutory auditor for eighty companies, several of which

are listed on the stock exchange. His areas of expertise include business

development assistance, advice on acquisitions or sales of SMEs, and

developing plans for the takeover and restructuring of companies in difficulty.

YVES KERVEILLANT

Member of the Supervisory

Board

Independent member

Chairman of the Audit

Committee

Member of the Nominations and

Remunerations Committee

Age: 69 years old

Nationality: French

1st appointed: May 27, 2019

Term expires: 2023

Number of shares held: -

Attendance rate: 100%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•SAS YK Conseil – President SAS YK Conseil is president of SAS Ker Invest which is itself President of SAS

Equideals

•SAS Immortelles Corses – President

•SAS Immortelles de Calenzana – President

•SNC Ker West – General Manager

•SCI Bison buté – General Manager

•SCI 30 rue de la Bourboule – General Manager

•SCI Vemag – General Manager

•SCI Expertise Nouvelle France – General Manager

•SCI Edison Communication – President

•SNC Unu Testardu – President

Positions that were held during the last 5 years and have ended

• SCI l’Erable – President

Solutions 30 | 2021 Annual Report

Co-opted as member of the Supervisory Board at the Supervisory Board meeting

on April 18, 2018, and confirmed by a resolution of the ordinary general meeting

on May 18, 2018.

His term of office was renewed at the ordinary general meeting of June 30, 2021,

but in December 2021 Paul Raguin indicated his intention to resign from his

position on the Supervisory Board.

Paul Raguin is a graduate of the Institut des Hautes Finances in Paris and holds

an MBA from Laval University in Quebec. He is a CNAM engineering economist,

winner of the Sully Olivier de Serres prize, expert topographical surveyor, and

ITM/ICM urban planner. In 1986, he founded the EOLANE group, a leader in

industrial electronics services and connected solutions for the IoT and M2M

fields, as well as video security, where he was director until 2017. He is currently

chairman of the supervisory board. Previously, he held various positions in the

commercial, operational, and financial departments of the Vilmorin group, worked

with Lepage business incubators and at the French Management Institute. He

was also a director of the La Mondiale AG2R insurance group for fourteen years.

Paul Raguin is a Knight of the Legion of Honor.

PAUL RAGUIN

Member of the Supervisory

Board

Independent member

Member of the Audit Committee

Age: 81 years old

Nationality: French

1st appointed: May 18, 2018

Term completed: 2021

Number of shares held: -

Attendance rate: 59%

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Aerolane – President

•Koala – Director

•Electro Holding – Chairman of the Supervisory Board

•SGR – Chairman

•SCI La Fresnay – General Manager

Positions that were held during the last 5 years and have ended

•La Mondiale AG2R – Director

•SAS Financière de l’Ombrée – Chairman of the Board

Paul Raguin, who turned 80 in 2021, expressed his intention to resign from his position on the Supervisory Board and

was replaced by Pascale Mourvillier, appointed on December 10, 2021. She therefore takes over the office of Paul

Raguin.

Solutions 30 | 2021 Annual Report

Pascale Mourvillier was appointed as a member of the Supervisory Board at the

Supervisory Board meeting of December 10, 2021. Her appointment is to be

ratified by the ordinary general meeting called to approve the financial statements

for the year ending December 31, 2021. Her term of office will expire at the

general meeting called to approve the financial statements for the year ending on

December 31, 2024.

Pascale Mourvillier began her career in auditing at Arthur Andersen. She then

specialized in IFRS at the Compagnie Nationale des Commissaires aux Comptes

(CNCC) and worked as a technical advisor at Acteo. In 2005, she joined Suez as

head of the IFRS expertise division and for 10 years she helped the group carry

out numerous strategic transactions. Since 2014, she has been working as an

independent financial reporting consultant for numerous mid-caps and large

corporations. She has been a member of the accounting commission at SFAF

since 2004.

PASCALE MOURVILLIER

Member of the Supervisory

Board

Independent member

Member of the Audit Committee

Age: 62 years old

Nationality: French, Swiss

1st appointed: December 10,

2021

Term expires: 2025

Number of shares held: -

Attendance rate: 100%*

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

*For the period of her presence on the Supervisory Board during the period under consideration, i.e. from 12/10/2021 to

12/31/2021.

Other positions held outside the company, within the Solutions 30 group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Gamabilis - Member of the Advisory Board

Positions that were held during the last 5 years and have ended

•PAM Expertise - President

Solutions 30 | 2021 Annual Report

Summary table:

Supervisory Board Committees

Member of the

Supervisory Board

Nationality

Gender

Year

first

appointed

Term

expires:

Seniority

Independent

member

Audit

Committee

Nominations

and

Remunerations

Committee

Strategy

Committee

Experience

Alexander Sator

German

2015

2023

7 years

Yes

President

Entrepreneur, CEO of

1nce (JV with

Deutsche Telekom)

Francesco Serafini

Italian

2013

2024

9 years

Yes

Member

Hewlett-Packard EMEA

Chief Operations

Officer

Caroline Tissot

French

2017

2024

5 years

Yes

Member

Chief Group

Procurement Officer,

AccorHotels group,

Bouygues Telecom

Paul Raguin

French

2018

3 years

Yes

Member

Founder of the Eolane

Group

Jean Paul Cottet

French

2018

2024

4 years

Yes

President

Member of the Orange

Executive Committee,

Personal Advisor to the

CEO of Orange

Yves Kerveillant

French

2019

2023

4 years

Yes

President

Member

Chartered Accountant,

President of Equideals

Pascale Mourvilier

French

2021

2024

< 1 year

Yes

Member

Auditor at Arthur

Andersen, head of

IFRS expertise center

at Suez.

Competency and expertise matrix for the members of the Supervisory Board

The complementarity of skill sets of Supervisory Board members has also been reinforced since 2018. The members

have a wide range of expertise in the company’s key areas of focus:

Experience

Expertise

Member of the

Supervisory Board

Business

Sectors

International

Customers

General

Management

Audit &

Finance

Organization

& HR

ESG

Legal &

Compliance

Marketing &

Sales

Alexander Sator

✔

Francesco Serafini

✔

Caroline Tissot

✔

Paul Raguin

✔

Jean Paul Cottet

✔

Yves Kerveillant

✔

Pascale Mourvillier

✔

Definitions:

Business Sectors: experience with the business sectors

the group operates in, i.e. energy, telecoms, IT, retail, and

security.

International: experience with international groups or

outside their country of origin.

Customers: experience working for or with the group’s

major customers.

General Management: experience with executive

management in an international or high-growth setting, or

in relation to starting and growing companies.

Audit & Finance: expertise or experience in corporate

finance, audit and oversight procedures, risk management

and insurance, accounting, mergers and acquisitions, or

the banking sector.

Organization and HR: expertise in the human resources

sector, in structuring high-growth companies, or in

transforming high-growth companies.

Solutions 30 | 2021 Annual Report

ESG: expertise or experience in the social, environmental,

and corporate governance sectors.

Legal & Compliance: experience or expertise in law and

compliance.

Marketing & Sales: expertise or experience in marketing

and sales.

3.2.5. Changes in the composition of the Supervisory

Board and its committees during the fiscal year

On December 10, 2021, Paul Raguin, aged 80, resigned

from his position as member of the Supervisory Board. In

accordance with the Articles of Associations, the

Supervisory Board unanimously decided to appoint

Pascale Mourvillier as a member of the Supervisory

Board, replacing Paul Raguin as of December 10, 2021.

The Supervisory Board noted that this appointment will

have to be ratified by shareholders during the next

General Meeting, in accordance with applicable laws.

Pascale Mourvillier’s term of office will run for the

remainder of her predecessor’s term, i.e. until the general

meeting called to approve the financial statements for the

year ending December 31, 2024.

In addition, the Supervisory Board has decided to appoint

Pascale Mourvillier as a member of the Audit Committee

to replace Paul Raguin as indicated above.

As a result, the Audit Committee now has the following

members:

Yves Kerveillant, Chairman

Pascale Mourvillier, member

It should be noted that article 22.3 of the Articles of

Association stipulates that “In the event of a vacancy in

the office of a member of the supervisory board because

of death, legal incapacity, bankruptcy, resignation or

otherwise, this vacancy may be filled on a temporary basis

and for a period of time not exceeding the initial mandate

of the replaced member of the supervisory board by the

remaining members of the supervisory board until the next

general meeting of shareholders which shall resolve on

the permanent appointment in compliance with the

applicable legal provisions.”

3.2.6. Upcoming changes in the membership of the

Supervisory Board

The Supervisory Board is hoping to cultivate a wide range

of expertise among its members, with international

representation, diverse backgrounds, gender diversity, and

a predominant number of independent members.

The Nominations and Remunerations Committee intends

to reinforce the skills present within the Supervisory

Board, especially in terms of corporate responsibility,

governance, risk management, compliance, and auditing.

3.2.7. Independence of members of the Supervisory

Board

The Company applies the independence criteria set out in

the AFEP-MEDEF Code:

Criterion 1: Employee or executive officer within the

previous 5 years

Not to be or not to have been within the previous 5 years:

•An employee or executive officer of the company

•An employee, executive officer, or director of a

company consolidated within the corporation

•An employee, executive officer, or director of the

company’s parent company or a company

consolidated within this parent company

Criterion 2: Cross-directorships

Not to be an executive officer of a company in which the

corporation holds a directorship, directly or indirectly, or in

which an employee appointed as such or an executive

officer of the corporation (currently in office or having held

such office within the last five years) holds a directorship.

Criterion 3: Significant business relationships

Not to be a customer, supplier, commercial banker,

investment banker, or consultant:

•Who is significant to the company or its group

•For whom the company or its group represents a

significant portion of his or her business activity

The evaluation of whether or not the relationship with the

company or its group is significant must be debated by the

board, and the quantitative and qualitative criteria that led

to this evaluation (continuity, economic dependence,

exclusivity, etc.) must be explicitly stated in the annual

report.

Criterion 4: Family ties

Not to be related by close family ties to an executive

officer.

Criterion 5: Auditor

Not to have been an auditor of the company within the

previous 5 years.

Criterion 6: Term of office exceeding 12 years

Not to have been a director of the company for more than

twelve years. Directors are no longer considered

independent after having served for more than twelve

years.

Criterion 7: Status of non-executive officer

A non-executive officer cannot be considered independent

if he or she receives variable remuneration in cash or in

the form of securities or any remuneration linked to the

performance of the company or group.

Solutions 30 | 2021 Annual Report

Criterion 8: Status of major shareholder

Directors representing major shareholders of the company

or its parent company may be considered independent,

provided these shareholders do not take part in the control

of the company. Nevertheless, beyond a 10% threshold in

capital or voting rights, the board, upon a report from the

nominations committee, should systematically review the

qualification as independent in the light of the make-up of

the company’s capital and the existence of a potential

conflict of interest.

Assessment of the independence of members of the

Supervisory Board

During its meeting on April 27, 2021, the Supervisory

Board, having analyzed the assessment made by the

Nominations and Remunerations Committee, confirmed

that the six members of the Supervisory Board (100%) are

independent with regard to the criteria listed above.

Review for fiscal year 2021

Alexander

Sator

Caroline

Tissot

Francesco

Serafini

Paul

Raguin

Jean Paul

Cottet

Yves

Kerveillant

Pascale

Mourvillier

Criterion 1: Employee or executive

officer within the previous 5 years

✔

Criterion 2: Cross-directorships

✔

Criterion 3: Significant business

relationships

✔

Criterion 4: Family ties

✔

Criterion 5: Auditor

✔

Criterion 6: Term of office exceeding

12 years

✔

Criterion 7: Status of non-executive

officer

✔

Criterion 8: Status of major

shareholder

✔

3.2.8. Gender representation

In 2021, the Supervisory Board was composed of six

members.

At the end of December 2021, two members of the

Supervisory Board were women, representing 33% of the

members. The company aims to establish gender parity

on the Supervisory Board. The group is actively trying to

recruit new women for its Supervisory Board.

3.2.9. Preparation and organization of work

The Supervisory Board is a collegial body whose main role

is to provide ongoing management oversight of the

Company’s Management Board. It also oversees the

application of policies implemented by the Management

Board, advises the Management Board on overall

corporate strategy, and ensures that all applicable rules

and regulations are being followed.

Mission of the Supervisory Board

The Supervisory Board’s internal rules stipulate that the

Supervisory Board exercises the functions and powers

conferred on it by the Law 1915, the Articles of

Association, and the Supervisory Board Charter.

The Supervisory Board permanently supervises the

Company’s management by the Management Board but

does not interfere with said management.

The Supervisory Board oversees the policies pursued by

the Management Board as well as the general progress of

the Company’s affairs and business activities and provides

the Management Board with advice. In the performance of

its duties, the Supervisory Board must seek to act in the

best interest of the Company and its business by taking

into account the best interest of all stakeholders, including

the Company’s shareholders. The Supervisory Board is

responsible for the quality of its work.

The Supervisory Board also carries out inspections and

verification that it deems appropriate and can obtain any

documents that it considers useful to accomplishing its

mission.

The Supervisory Board ensures proper corporate

governance of the group and oversees the practices of the

group and its managers and employees.

Functioning of the Supervisory Board

Supervisory Board meetings are convened by the

chairperson of the Supervisory Board with the

understanding that the latter can also convene a meeting

at the request of a member of the Management Board or

one third of the members of the Supervisory Board.

The Supervisory Board shall meet as often as the interests

of the Company require. In any event, it must meet at least

four times a year.

Solutions 30 | 2021 Annual Report

The frequency and length of meetings must be such as to

allow in-depth examination and discussion of matters

falling within the competence of the Supervisory Board.

Supervisory Board meetings are presided over by the

chairperson. The Supervisory Board may validly deliberate

if the majority of its members in office are present or

represented. Members of the Supervisory Board are

considered present in order to constitute a quorum or a

majority during meetings via videoconference, conference

call, or any other means of communication, provided that

all participants can be identified and simultaneously hear

each other. Each meeting of the Supervisory Board and its

committees must be long enough to allow useful,

meaningful discussion of the items on the agenda.

Decisions are made by a majority of the votes cast, each

board member having one vote. If there are an equal

number of votes in favor and against a decision, the

chairperson shall have the casting vote. The obligations of

its members are set out in the Supervisory Board Charter.

They can hear from the Company’s senior executives if it

is in the Company’s interest. Unless the chairperson of the

Supervisory Board decides otherwise, the Management

Board and other members of senior management - as

agreed by the chairperson or vice-chairperson of the

Supervisory Board and the Management Board - attend

Supervisory Board meetings, notwithstanding the

Supervisory Board’s right to invite people to its meetings.

3.2.10. Activity of the Supervisory Board and its

Committees in 2021

The Supervisory Board met 17 times in 2021, with an

attendance rate of 91%.

The Nominations and Remunerations Committee met

three times in 2021, with an attendance rate of 100%.

The Audit Committee met 6 times in 2021, with an

attendance rate of 92%.

The Strategy Committee did not meet in 2021.

Alexander

Sator

17/17

100%

3/3

100%

N/A

Francesco

Serafini

17/17

100%

3/3

100%

N/A

Caroline

Tissot

16/17

94%

N/A

Paul Raguin*

8/16

50%

N/A

5/6

83%

N/A

Jean-Paul

Cottet

17/17

100%

N/A

Yves

Kerveillant

17/17

100%

3/3

100%

6/6

100%

N/A

Pascale

Mourvillier*

1/1

100%

N/A

Supervisory Board

Nominations and

Remunerations Committee

Audit Committee

Strategy Committee

Attendance /

number of

meetings

Attendance

rate

Attendance /

number of

meetings

Attendance

rate

Attendance /

number of

meetings

Attendance

rate

Attendance /

number of

meetings

Attendance

rate

*For the time they were members of the Supervisory Board during the period under consideration.

To carry out its duties, the Supervisory Board relies on

specialized committees and may, if necessary, call on

external firms.

The main points discussed and the decisions made by the

Supervisory Board and its committees during their 2021

meetings were as follows:

Solutions 30 | 2021 Annual Report

Supervisory Board

•Evaluation of the impact of the COVID-19 pandemic on the company’s operations and

functioning.

•Assessment of the independence of members of the Supervisory Board.

•Review of Solutions 30 SE accounts and consolidated financial statements.

•Review of quarterly financial statements.

•Discussion about the majority shareholder and the 5-year roadmap.

•Resignation of Robert Ziegler and Paul Raguin.

•Appointment of a new member of the Supervisory Board, Pascale Mourvillier.

•The handling of allegations made against the group by an anonymous report and certain

hedge funds, namely: (i) the appointment of independent experts to undertake an audit of

the group (Deloitte and Didier Kling Expertises & Conseil—these independent auditors

were tasked with investigating Solutions 30’s accounts and reputation to follow up on the

accusations made against the company and to take any necessary further steps), (ii) the

creation of an inquiry and review committee within the Supervisory Board (the Ad Hoc

Committee), whose mission was to conduct a complete independent inquiry, to create a

joint review committee (the Joint Review Committee), made up of members of the Ad

Hoc Committee and the Management Board’s Review Committee (a special crisis

management team made up of members of the Management Board), and to supervise the

entire process. The findings of the investigative reports are available at: https://

www.solutions30.com/transparency/?lang=en.

•Follow-up on the transition process between the old and new auditor.

•Follow-up on the conciliation procedure.

•Launch of the “Governance, Risk, and Compliance” project.

•Renewal of the term of office of the Chairman of the Management Board.

•Acknowledgement of the renewal of the terms of office of Supervisory Board members and

confirmation of the composition of Supervisory Board committees.

Nominations

and

Remunerations

Committee

•Review of remuneration for members of the Supervisory Board and Management Board:

review of performance criteria, performance analysis process, and remuneration

determinations for 2021.

•Verification that the remuneration policy is appropriate and builds towards the goals of the

current year and its new market environment. Given the company’s position in highly

resilient markets, it was decided that the short-, medium-, and long-term objectives set at

the beginning of 2021 would continue to apply.

•Discussion of a succession plan for members of the Supervisory Board and Management

Board based on several possibilities: (i) unplanned succession (impeachment, resignation,

death), (ii) time-sensitive succession (poor performance, management errors, removed for

cause), and (iii) planned succession (retirement, term ending). On this point, the CEO and

members of the Management Board are involved in preparing their own succession, in

tandem with the remit of the Supervisory Board and the Nominations and Remunerations

Committee.

•Skill reinforcement for the Management Board to help it continue implementing the

improvement plan launched by Solutions 30 in 2019 and to ensure continuity as the

company made the transfer to Euronext Paris and joined the SBF 120.

Audit Committee

•Review of annual and interim revenue and earnings reports before presentation to the

Supervisory Board.

•Launch of and follow-up on an in-depth investigation of the company in response to the

destabilization campaign that had been waged against the group, as well as to an

anonymously published report.

•Follow-up on the transition process between the old and new auditor.

•Follow-up on the conciliation procedure.

•Launch of the “Governance, Risk, and Compliance” project.

Strategy

Committee

N/A

3.2.11. Information on service contracts

To the Company’s knowledge, during the year ended

December 31, 2021, no agreement was entered into,

directly or indirectly, between a member of the Supervisory

Board or a shareholder holding more than 10% of the

Company’s voting rights and the Company itself or one of

its subsidiaries.

The service contracts between members of the

Management Board and the Company are indicated in

section 2.4.4.9.

Solutions 30 | 2021 Annual Report

3.3 Management Board

3.3.1. Management Board Charter

The Management Board adopted an internal charter,

which came into force on April 23, 2019. This

Management Board Charter specifies the rules and

operating principles of the Management Board in addition

to the applicable legal and regulatory provisions and the

Company’s Articles of Association. The information below

is a summary of this Management Board Charter and,

therefore, is not intended to be exhaustive.

The Management Board is the main decision-making body

responsible for the Company’s management and general

affairs. It may be assisted by one or more ad hoc

committees that may be created by a resolution of the

Management Board. In the present case and for the time

being, the Management Board is assisted by two

executive committees.

Members of the Management Board act as a collegial

body and are jointly and severally responsible for the

overall management of the Company’s business activities.

Regardless of how its members are appointed or how it is

organized, the Management Board is and shall remain a

collegial body of the Company that is appointed by the

Supervisory Board. Consequently, no member of the

Management Board has the authority to act on behalf of

the Management Board. Each member of the

Management Board is a member of a team made up of the

members of the Management Board who together form a

collegial body.

The Management Board shall have the power to take any

action that is necessary or useful to achieving the

Company’s corporate purpose, with the exception of the

powers reserved by law or the Articles of Association for

the Supervisory Board and the general meeting of

shareholders. The Management Board performs its duties

under the supervision of the Supervisory Board.

Members of the Management Board shall be appointed

and dismissed by the Supervisory Board which determines

their number for a period of four years, unless otherwise

specified in the Articles of Association. They are re-eligible

and may be dismissed at any time, with cause, by a

resolution of the Supervisory Board.

3.3.2. Management Board committees

The Management Board established two executive

committees - each of which acts within its area of

expertise. The permanent executive committees of the

Management Board are the Group Executive Committee

and the Country Executive Committee (the Executive

Committees).

(i) Group Executive Committee

The main purpose of the Group Executive Committee is to

provide the Management Board any necessary

assistance, support, and advice in order to streamline the

decision-making process and prioritize issues to be

handled by the Management Board.

Moreover, the Group Executive Committee’s roles include

the following matters:

•Participating in the implementation of internal policies

on ethics, security, and human resources

•Submitting recommendations to improve these

policies

•Advising the Management Board on locally

implemented best practices as well as investments

and the general organization of the group

•Promoting synergies and the centralization of certain

activities at the group level to reduce associated costs

•Ensuring the free flow of information within the group

(ii) Country Executive Committee

The main purpose of the Country Executive Committee is

to provide the Management Board any necessary

assistance, support, and advice in order to streamline the

decision-making process and prioritize issues to be

handled by the Management Board.

Moreover, the Country Executive Committee’s duties

include the following matters:

•Participating in the preparation of the annual budget

by country

•Assisting the Group Executive Committee in

establishing the annual budget and monitoring major

investments, acquisitions, cash flows, and financial

activities at the local level

•Verifying compliance with local regulations, notably

with regard to safety, security, and social responsibility

•Strengthening synergies, seizing opportunities for

pooling resources and for further integration within the

group

In addition, monthly plenary sessions are held for

members of the Group and Country Executive

Committees. In connection with these plenary meetings,

cross-functional working groups have been created to:

•Harmonize, improve, and monitor the group’s key

processes: Human Resources, IT, Purchasing and

Supplies, Business Development, Finance and

Human Resources

•Monitor the deployment of the group’s major projects

for (i) Governance, Risk, and Compliance, and (ii)

Corporate Social Responsibility. These two projects

are explained in detail in section 4.2 of this report and

in the group’s ESG report.

Solutions 30 | 2021 Annual Report

3.3.3. Members of the Management Board

Gianbeppi Fortis is a graduate of Politecnico di Milano and holds an MBA from

INSEAD.

Before co-founding Solutions 30 in 2003, he was a project manager and

consultant for companies such as SITA Equant, Motorola, and IBM. He went

on to become chief executive of Kast Telecom, SIRTI France, and RSL Com

Italy.

GIANBEPPI FORTIS

Chairman of the Management Board

and Cofounder

Age: 59 years old

Nationality: French

1st appointed: 2005

Term expires: 2025

Number of shares held: 17,323,240

Solutions 30 SE, 3 rue de la Reine,

L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

•Solutions 30 Iberia 2017 SL – Director

•Solutions 30 Italia – Director

•Brand 30 SARL – General Manager

•WW Brand SARL – General Manager

•Soft Solutions SARL – General Manager

•Tech Solutions SARL – General Manager

•Smartfix30 SA – Managing Director

•Unit-T BV – Director and Chairman of the Board of

Directors

•Unit-T Field Services BV – Director and Chairman of

the Board of Directors

•Solutions 30 Belgium BV – Representative of

Solutions 30 SE which is itself General Manager

•Solutions 30 Netherlands BV – Representative of

Solutions 30 SE, itself a member of the Board of

Directors; Representative of Brand 30 SARL, itself a

member of the Board of Directors

•Business Solutions 30 Holland BV – Representative

of Solutions 30 SE, itself a member of the Board of

Directors; Representative of Brand 30 SARL, itself a

member of the Board of Directors

•Solutions 30 Holding Sp. z o.o. – Member of the

Supervisory Board

Positions that were held during the last 5 years and have ended

•Telima Money – President

•Telima Infoservices – President

•Telima Digital World – General Manager

•Telima Tunisie – General Manager

•Solutions 30 Field Services Süd GMBH – General

Manager

•Digital Business Solutions GMBH – General Manager

•Telima Frepart – General Manager

•Telima Business Solutions – President

•Telima Professional Services – General Manager of

Telima Frepart which is itself President

•Sotranasa Televideocom – General Manager of

Telima Frepart which is itself President

•Telekom Usługi SA – Chairman of the Supervisory

Board

•Telima Poland – General Manager

•Solutions 30 Holding GMBH – General Manager

•Solutions 30 GMBH – General Manager

•Solutions 30 Field Service GMBH – General Manager

•Immconcept Management SA – Managing Director

•Solutions 30 Field Services BV – Director and

Chairman of the Board of Directors of Unit-T BV,

which is itself Director

•ICT Field Services BV – Director and Chairman of the

Board of Directors of Unit-T BV, which is itself Director

•Janssens Field Services BV – Representative of

Solutions 30 SE, itself General Manager of Solutions

30 Belgium BV, itself the sole Director

•Janssens Business Solutions BVBA – Representative

of Solutions 30 SE, itself General Manager of

Solutions 30 Belgium BV, itself the sole Director

Other positions held outside the company, outside the Solutions 30 group

Current positions

•GIAS International SA – Director

•Pugal International LTD – Director

Positions that were held during the last 5 years and

have ended

•Skill and You – Director

•1nce GMBH – Member of the Supervisory Board

•Retelit – Director

•Next Gate Tech SA – Director

Solutions 30 | 2021 Annual Report

Amaury Boilot is a graduate of NEOMA Business School (formerly ESC Reims)

and holds an MBA in corporate finance from Kent Business School.

Before joining Solutions 30 in 2014, he started his career at EY as an auditor

and went on to work as a strategy consultant. After managing the several

business units in France, he became the group’s chief financial officer in May

2017 and a member of the Management Board.

AMAURY BOILOT

Chief Financial Officer

Age: 40 years old

Nationality: French

1st appointed: 2017, renewed

in 2019

Term expires: 2023

Number of shares held:

30,060

Solutions 30 SE, 3 rue de la

Reine, L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

•Solutions 30 UK Limited – Director

•Comvergent Limited – Director

•Comvergent Holdings Limited – Director

•Unit-T BV – Director

•Unit-T Field Services BV – Director

•Solutions 30 Holding Sp. z o.o. – Member of the Supervisory Board

•I-Holding BV – Director

•Solutions 30 Luxembourg SA – Member and Chairman of the Board of Directors

Positions that were held during the last 5 years and have ended

•Telima Money – President

•Telima Releve Centre – General Manager

•Telima Releve IDF – General Manager

•Telekom Usługi SA – Member of the Supervisory Board

•Immconcept Management – Director

•ICT Field Services BV – Director of Unit-T BV, which is itself Director

•Solutions 30 Field Services BV – Director of Unit-T BV, which is itself Director

Other positions held outside the company, outside the Solutions 30 group

Current positions

ABO Conseil SARL – General Manager

Astrolabe 85 - General Manager

Positions that were held during the last 5 years and have ended

None

Solutions 30 | 2021 Annual Report

Luc Brusselaers joined Solutions 30 in 2017 and has been a key player in

opening the Belgian subsidiary Unit-T and in the partnership with Telenet. He

has nearly 30 years of experience in business development and general

management positions in the IT and telecommunications sector. Before joining

Solutions 30, Luc was vice president for Europe and the Middle East of NCR’s

telecom and technology division, after having worked as managing director for

NCR’s Belgian subsidiary, vice president of customer service for Europe and

the Middle East, and sales manager for the same region.

LUC BRUSSELAERS

Chief Revenue Officer

Age: 59 years old

Nationality: Belgian

1st appointed: 2020

Term expires: 2024

Number of shares held: 1.100

Solutions 30 SE, 3 rue de la Reine,

L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

•Unit-T BV – Director of As A Service BV, which is itself Director

•ICT Field Services BV – Director of As A Service BV, which is itself Director

•Solutions30 Field Services BV – Director of As A Service BV, which is itself Director

•Unit-T Field Services BV – Director of As A Service BV, which is itself Director

•Solutions 30 Holding GMBH – General Manager

•MSB S30 GMBH - General Manager

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

As A Service BV - Director

Positions that were held during the last 5 years and have ended

Solutions 30 | 2021 Annual Report

João Martinho is an engineer and graduate of Universidade de Trás-os-Montes

e Alto Douro in Portugal. He has nearly 15 years of international experience,

gained in business development and general management positions in the

telecommunications and power grid sectors. He joined Solutions 30 in

September 2018 and has actively contributed to the group’s ventures into new

markets such as Linky smart meters and electric vehicle charging stations.

JOÃO MARTINHO

Chief Operations Officer in charge of

Performance

Age: 47 years old

Nationality: Portuguese

1st appointed: 2019

Term expires: 2023

Number of shares held: -

Solutions 30 SE, 3 rue de la Reine,

L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

•Solutions 30 Martinique – General Manager

•Solutions 30 Guyane – General Manager

•Telima TVX – General Manager

•Solutions 30 Portugal – Sole Director

•Byonfiber Engineering SA – Director

•Solutions 30 Luxembourg SA – Director

Positions that were held during the last 5 years and have ended

None

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Golden Priority – President

•Go Priority LDA – General Manager

Positions that were held during the last 5 years and have ended

•Painhas SA – General Meeting Chairman

Solutions 30 | 2021 Annual Report

Franck D’Aloia studied project management at the Skema Business School in

Lille, France. He began his career in the professional IT distribution industry,

first in sales positions and then as a project director, before joining the

executive committee of a General Electric subsidiary. In 2006, he joined

Solutions 30 where he assumed regional and then national operational

responsibilities. He was appointed Director of IT Operations in France in 2014

and then the group’s COO in 2017.

FRANCK D’ALOIA

Chief Operations Officer in charge of

Integrations

Age: 50 years old

Nationality: French

1st appointed: 2019

Term expires: 2023

Number of shares held: 3,200 (held

by a closely related person)

Solutions 30 SE, 3 rue de la Reine,

L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

•Solutions 30 UK Limited – Director

•Comvergent Limited – Director

•Comvergent Holdings Limited – Director

•Telima Frepart – General Manager

•CPCP Telecom – President

•Form@Home – General Manager

•Sotranasa Televideocom – General Manager,

General Manager of Telima Frepart, itself

president of Sotranasa

•Telima Infoservices – President

•Solutions 30 IT France (formerly Telima Managed

Services) – General Manager

•Telima Networks & Services – General Manager

•Telima Nord – General Manager

•Telima Onsite – General Manager

•Telima SFM30 – General Manager

•Telima Telco – General Manager

•Telima Professional Services – General Manager of

Telima Frepart which is itself President

•Solutions 30 Luxembourg SA – Director

Positions that were held during the last 5 years and have ended

•Atlan’tech – General Manager

•Fredev Energy Centre – President

•Telima Breizh – General Manager

•Telima Comptage – General Manager

•Telima Energy Atlantique – General Manager

•Telima Energy Est – General Manager

•Telima Energy IDF – General Manager

•Telima Energy Nord – General Manager

•Telima Energy Ouest – General Manager

•Telima Energy Sud – General Manager

•Telima Nancy – General Manager

•Telima Releve Centre – General Manager

•Telima Releve Est – General Manager

•Telima Releve IDF – General Manager

•Solutions 30 Releve – General Manager

•Telima SGA – General Manager

•Solutions 30 Euro Energy – General Manager

•PC30 Family – General Manager

•Telima Digital World – General Manager

•Telima Distributed Services – General Manager

•Telima Ile de France – General Manager

•Telima Logistique – General Manager

•Telima Services Regions – General Manager

Other positions held outside the company, outside the Solutions 30 group

Current positions

SCI Les Archers 2000 - Co-General Manager

Smart AIM – General Manager

Positions that were held during the last 5 years and have ended

None

Solutions 30 | 2021 Annual Report

Robert Ziegler is a German national and a graduate of the ESCP business

school.

Robert Ziegler spent 18 years at AT Kearney, during which time he was

involved in a number of projects in the transport infrastructure and logistics

sector, before becoming a partner and managing director in charge of

infrastructure and transport at the European level. He also founded AT

Kearney’s Middle East office in Dubai, where he spent five years. He then

joined DHL International in 2015 as Chief Operating Officer of the freight

division and was later appointed Chief Executive Officer for UK and the

Benelux. In 2019, he was appointed Chief Executive Officer of Warberer’s

International.

Appointed Chief Transformation Officer of SOLUTIONS 30 in April 2021,

Robert Ziegler resigned from his position and from the Management Board in

December 2021 to return to the transportation business, to which he has

dedicated 25 years of his career.

ROBERT ZIEGLER

Chief Operations Officer in charge of

Transformation

Age: 53 years old

Nationality: German

Term completed: 2021

Number of shares held: -

Solutions 30 SE, 3 rue de la Reine,

L-2418 Luxembourg

Other positions held outside the company, within the Solutions 30 group

Current positions

N/A

Positions that were held during the last 5 years and have ended

•Solutions 30 Holding GMBH – General Manager

•Solutions 30 GMBH – General Manager

•Solutions 30 Field Service GMBH – General Manager

•Solutions 30 Field Services Süd GMBH – General

Manager

•WorldLink GMBH – General Manager

Other positions held outside the company, outside the Solutions 30 group

Current positions

•Karox GMBH – Director

Positions that were held during the last 5 years and have ended

DHL Freight (Belgium) NV – Director

DHL Express (UK) Limited – Director

Waberer’s International Nyrt – Director

Gerlach Customs Services UK Limited – Director

Solutions 30 | 2021 Annual Report

3.4 Remuneration

3.4.1. General principles

The Nominations and Remunerations Committee assists

the Supervisory Board in its mission to determine and

regularly assess all remuneration and benefits for

members of the Company’s Management Board and

Supervisory Board.

In order to determine all the components of remuneration

for members of the Management Board, as proposed by

the Nominations and Remunerations Committee, the

Supervisory Board takes into account numerous principles

such as comprehensiveness, balance, comparability,

consistency, understandability, and proportionality as

recommended by the AFEP-MEDEF code with which the

Company complies.

The Company does not subscribe to any insurance or

pension plans for members of the Supervisory Board or

Management Board.

The policy on remuneration for members of the

Supervisory Board and the Management Board was

adopted by the Supervisory Board on April 27, 2020, as

proposed by the Nominations and Remunerations

Committee. This policy was put to a consultative

shareholder vote at the general meeting on June 26, 2020.

85.7% of shareholders said they were in favor of this

policy, which is submitted to the general meeting every

four years, unless there is some other major change.

There were no significant changes in 2021.

3.4.2. Remuneration for members of the Supervisory

Board

The general meeting determines the remuneration for

members of the Supervisory Board in respect of their

duties on the Supervisory Board and its committees.

Supervisory Board members each receive a fixed

remuneration of €10,000 (for a seniority of less than two

years), €15,000 (for a seniority of between two and four

years), or €20,000 (for a seniority of more than four years)

per year, while the chair receives an additional

remuneration of €20,000 per year. The committee chairs

receive an additional remuneration of €1,000.

Members of the Supervisory Board are not eligible for

variable remuneration plans (annual bonus) or long-term

share incentive plans.

All these amounts are net of any applicable withholding

tax. The total net amount of remuneration paid to

members of the Supervisory Board for 2021 is €121,726.

Remuneration for Supervisory Board members:

Amounts

allocated

for the period

2020 and paid

in 2021

Amounts allocated

for

2021 and

paid or payable

in 2022

Alexander SATOR

Chairman of the

Supervisory Board

40,000 €

Caroline TISSOT,

Member of the

Supervisory Board

15,000 €

Francesco SERAFINI,

Member of the

Supervisory Board

10,000 €

20,000 €

Paul RAGUIN,

Member of the

Supervisory Board

10,000 €

14,178 €

Jean Paul COTTET,

Member of the

Supervisory Board

11,000 €

16,000 €

Yves KERVEILLANT,

Member of the

Supervisory Board

11,000 €

16,000 €

Pascale MOURVILLIER

Member of the

Supervisory Board

— €

548 €

Total

97,000 €

121,726 €

The remuneration of Paul Raguin and Pascale Mourvillier

is prorated for the duration of their respective terms of

office in 2021.

3.4.3. Shares held by members of the Supervisory

Board

As of December 31, 2021, members of the Supervisory

Board and persons closely related to them according to

the definition provided by Regulation (EU) No 596/2014 of

the European Parliament and of the Council of April 16,

2014, on market abuse (MAR) held a total of 6,700

shares.

3.4.4. Remuneration for members of the Management

Board

3.4.4.1. General framework for remuneration policy

The policy on remuneration for members of the

Management Board is proposed by the Nominations and

Remunerations Committee and set by the Supervisory

Board. The remuneration policy includes incentives that

reflect the group’s strategy for long-term growth, while

acting responsibly towards all stakeholders. In this

context, the components taken into account to determine

remuneration are as follows:

Solutions 30 | 2021 Annual Report

–An annual base (fixed) remuneration that may vary

according to each member’s role and responsibilities

and that may be reviewed by the Nominations and

Remunerations Committee from time to time and

compared to practices adopted by companies with

comparable challenges, characteristics, and history.

–A variable remuneration that is based on challenging

official annual goals that the Supervisory Board

reviews and approves every year in accordance with

the Nominations and Remunerations Committee’s

recommendations.

–A long-term incentive plan including the allocation of

shares or stock options granted on the basis of

performance criteria with the aim of fostering long-

term commitment among members of the

Management Board, in accordance with shareholder

interests.

Furthermore, all members of the Management Board are

provided with a company car.

3.4.4.2. Fixed and variable remuneration

Fixed remuneration for 2021

The fixed remuneration of Management Board members

was not increased, with the exception of an automatic

legal indexation. The tables below reflect these items, as

well as changes in the status of members who signed a

service contract instead of an employment contract.

Fixed remuneration for 2022

The Supervisory Board, which met on April 27, 2022, on

the proposal of the Nominations and Remunerations

Committee, decided, for the sake of consistency, to sign a

service contract with Amaury Boilot.

Variable remuneration

Variable remuneration is tied to the achievement of formal

and demanding objectives defined by the Supervisory

Board in accordance with the recommendations of the

Nominations and Remunerations Committee.

Variable remuneration for 2021

The principles for calculating variable remuneration for

2021 remained unchanged compared to 2020. In

particular, the variable portion remains capped at 50% of

the fixed remuneration.

The applicable criteria listed in the table below were

approved by the Supervisory Board at its meeting on

September 28, 2021, on the proposal of the Nominations

and Remunerations Committee and on the basis of the

budget approved in January 2021.

Criteria for annual variable remuneration for 2021

Minimum

Target

Maximum

Real

Quantitative criteria

Revenue

as a % of theoretical variable

remuneration

25%

Adjusted EBITDA margin

as a % of theoretical variable

remuneration

25%

Free cash flow

as a % of theoretical variable

remuneration

25%

23,2%

Qualitative criteria

Publication of the first ESG report

as a % of theoretical variable

remuneration

25%

Total variable remuneration as a % of theoretical variable remuneration (the variable

portion is capped at 50% of the fixed remuneration of each member of the Management

Board)

100%

73,2%

The Supervisory Board - which met on April 27, 2022,

upon the recommendation of the Nominations and

Remunerations Committee - analyzed the level of

achievement of the quantitative and qualitative

performance goals mentioned above and set the amount

of annual variable remunerations for members of the

Management Board for 2021. These amounts are detailed

in section 3.4.4.9 of this report.

The Supervisory Board noted the partial achievement of

the quantitative objectives, in particular the objectives of

operational profitability (adjusted EBITDA) and free cash

flow.

The Supervisory Board also considered that the qualitative

objectives had been satisfactorily achieved.

Variable remuneration for 2022

The principles for calculating variable remuneration for

2022 will remain unchanged compared to 2021. The

applicable criteria listed in the table below were approved

by the Supervisory Board at its meeting on April 27, 2022,

on the proposal of the Nominations and Remunerations

Committee. The variable part may be up to a maximum of

60% of the annual fixed remuneration. This change in the

remuneration policy will be subject to a consultative vote

by shareholders at the next General Meeting called to

approve the full-year financial statements for 2021.

Solutions 30 | 2021 Annual Report

Criteria for annual variable remuneration for 2022

Minimum

Target

Maximum

Quantitative

criteria

Revenue

as a % of theoretical variable

remuneration

25%

30%

Adjusted EBITDA

as a % of theoretical variable

remuneration

25%

30%

FCF as % of sales

as a % of theoretical variable

remuneration

25%

30%

Qualitative

criteria

CSR and related indicators

as a % of theoretical variable

remuneration

12,5%

15%

Risk control and related indicators

as a % of theoretical variable

remuneration

12,5%

15%

Total variable remuneration as a % of theoretical variable remuneration (the variable

portion is capped at 50% of the fixed remuneration of each member of the Management

Board)

100%

120%

3.4.4.3. Severance pay

All members of the Management Board are entitled to

compensation equal to the remuneration (fixed and

variable parts) received during the last 18 months, if their

contract is terminated without cause or if there is a change

of control which puts an end to their duties. This

compensation is paid in cash.

Members of the Management Board who resign are not

entitled to any compensation.

3.4.4.4. Special remuneration

No special remuneration is due or paid to members of the

Management Board.

3.4.4.5. Benefits in kind and other

Determined according to local specificities and individual

situations, benefits in kind essentially consist of the

provision of a company car.

There are no additional or supplemental pension plans for

members of the Management Board.

3.4.4.6. Long-term variable remuneration in shares

The long-term variable remuneration policy is designed to

attract talent; to encourage Solutions 30 SE management,

including members of the Management Board, to take a

long-term view of their work, to build loyalty, and to

facilitate the alignment of their interests with those of the

shareholders by giving them a stake in the value of

Company shares. This long-term remuneration policy is

based on a long-term incentive plan (LTIP) based on

Solutions 30 SE shares.

In compliance with the regulation applicable to Solutions

30 SE, this long-term incentive plan was defined by the

Nominations and Remunerations Committee and

approved by the Supervisory Board on September 24,

2019. It was submitted for a consultative vote at the

general meeting on June 26, 2020 and was approved with

75% votes in favor.

Consistent with best market practices, this plan contains

the following general provisions:

Implementation: The long-term incentive plan is based

on the allocation of instruments giving the right to

subscribe to shares of the company at a predetermined

price (exercise price) as of a date set by the Supervisory

Board upon the recommendation of the Nominations and

Remunerations Committee. Instruments are allocated at

the sole discretion of the Nominations and Remunerations

Committee or, when applicable, the Management Board.

Members of the Supervisory Board are not eligible for this

plan. The Nominations and Remunerations Committee

has the authority to allocate instruments to members of

the Management Board, while the Supervisory Board has

delegated authority to the Management Board to allocate

financial instruments to other group employees. No

beneficiary shall be allocated more than 15% of the

maximum number of shares to be issued under this

incentive plan.

Size: The general meeting had authorized this plan on the

basis of a maximum number of shares not exceeding

6,500,000 shares, representing a maximum gross dilution

of 6.07% of the capital. However, given the group’s

performance over the period under review, from 2019 to

2021, only 3,351,688 options were granted. As the current

stock market price is lower than the exercise price of these

options, the exercise conditions are not met.

Term and vesting period of the instruments:The stock

option plan was effectively allocated on November 19,

2021 and the expiration date of each instrument is

November 30, 2023. On the expiry date (November 30,

2023), instruments that have not yet been exercised will

be forfeited. For beneficiaries of the plan, instruments shall

be definitively allocated after the defined performance

criteria have been achieved for a period of three

consecutive years and may only be exercised one year

after the end of the vesting period. For beneficiaries

residing in France, the shares resulting from exercised

options will be subject to a retention period of two years,

between the date the options were granted and the date

on which the shares can be freely transferred, in

accordance with article L.225-197-1 of the French

Commercial Code.

Price: The exercise price of the instruments corresponds

to the average share price at the end of the 60 trading

days preceding the date of the Supervisory Board meeting

on September 23, 2019, during which this plan was initially

approved. It is set at €8.99 per share and must remain

fixed for the entire duration of the incentive plan. This plan

was subsequently reconfirmed by the Supervisory Board

on September 28, 2021.

Solutions 30 | 2021 Annual Report

Performance criteria for members of the Management Board:

Criteria

Weight of the criterion in

the allocation

Definition

Revenue

25 %

Revenue target defined for fiscal years 2019, 2020, and 2021. This criterion

is assessed by calculating the average of the performances over the three

fiscal years. When the target has been 100% achieved, the allocation is

100%, and it decreases on a straight -line basis down to 0% at a

predetermined lower bound.

Adjusted EBITDA margin

25 %

Adjusted EBITDA margin target defined for fiscal years 2019, 2020 and 2021.

This criterion is assessed by calculating the average of the performances over

the three fiscal years. When the target has been 100% achieved, the

allocation is 100%, and it decreases on a straight -line basis down to 0% at a

predetermined lower bound.

Free cash flow

25 %

Free cash flow target defined for fiscal years 2019, 2020 and 2021. This

criterion is assessed by calculating the average of the performances over the

three fiscal years. When the target has been 100% achieved, the allocation is

100%, and it decreases on a straight -line basis down to 0% at a

predetermined lower bound.

Share performance (Total

Share Return, TSR)

25 %

Target to outperform the market share price compared to an index composed

of nine comparable European securities defined for fiscal years 2019, 2020

and 2021. When 100% of the outperformance target (TSR at least 4% higher

than the index) is met, the allocation is 100% and it decreases up to 50% to a

predetermined lower limitbound (TSR between 0 and 4% outperformance

compared to the benchmark). No instrument can be awarded in the event

thatgranted if the index underperforms. The nine comparable shares are

Instalco AB, Spie SA, ALten SA, Global Dominion SA, Teleperformance SE,

Groupe Open SA, Devoteam SA, Quadient SA, and Elis SA.

The targets determined by the Supervisory Board with the

assistance of the Nominations and Remunerations

Committee must be consistent with the Company’s

strategy.

The adjusted EBITDA margin is the operating margin as it

is reported in the group’s financial statements.

The free cash flow corresponds to the net cash flow from

operating activities minus the acquisitions of fixed assets.

The general meeting had authorized this plan on the basis

of a maximum number of shares not exceeding 6,500,000

shares, representing a maximum gross dilution of 6.07%

of the capital if 100% of the objectives were met.

Given the group’s performance over the period under

review, from 2019 to 2021, only 3,351,688 options were

granted. As of the date of publication of this report, the

stock market price is lower than the exercise price of these

options, so the exercise conditions are not met.

The allocation of this plan, which covers the period

2019-2021, was carried out on November 19, 2021.

The allocation of the plan is detailed in the table below.

Solutions 30 | 2021 Annual Report

Plan #1 of 09/24/2019

Number of

beneficiaries

Year

granted

Type

Unit

valuation of

options

according to

the method

used for the

consolidated

Number

of options

granted

during

the year

Exercise

price

Exercise period

Management Board

Gianbeppi FORTIS

2021

Stock options

1,42

568,750

8,99

The stock options are

subject to a one-year

lock-up period running

from January 1, 2022 to

December 31, 2022.

They can only be

exercised on the

following four dates:

January 31, 2023, April

30, 2023, July 31, 2023,

or November 30, 2023

and must be exercised

before they expire on

November 30, 2023. For

members residing in

France, the shares

resulting from exercised

options will be subject to

a retention period of two

years, between the date

the options were granted

and the date on which

the shares can be freely

transferred, in

accordance with article

L.225-197-1 of the

French Commercial

Code.

Amaury BOILOT

2021

Stock options

1,42

568,750

8,99

Luc BRUSSELAERS

2021

Stock options

1,42

301,438

8,99

Franck D'ALOIA

2021

Stock options

1,42

561,167

8,99

João MARTINHO

2021

Stock options

1,42

473,958

8,99

Other members

of management

2021

Stock options

1,42

877,625

8,99

3.4.4.7. Shares held by members of the Management

Board

As of the date of this report, the five members of the

Management Board held a total of 17,357,600 shares,

representing 16.2% of the Company’s shares and voting

rights (on a fully diluted basis). Transactions carried out by

members of the Management Board are published on the

Company’s website, in the Regulated Information section.

Members of the Management Board are required to

comply with the rules governing trading in Company

securities.

3.4.4.8. Trading in Company securities

The members of the Management Board and the

Supervisory Board are aware of the rules to be applied in

terms of preventing insider trading, in particular those

arising from European Market Abuse Regulation No.

596/2014, which came into force on July 3, 2016, and the

recommendations of the French Financial Markets

Authority, in particular concerning the periods during which

share trading is prohibited.

Insider information is specific, non-public information

which, if made public, could have a significant influence on

the share price. This insider information may be of three

types: strategic, related to the definition and

implementation of the Company’s growth policy; recurring,

related to the annual timetable for drafting and disclosing

annual and interim financial statements, regular

communications, or periodic meetings devoted to financial

information; and one-off, related to a given program,

project, or financial transaction.

All members of the Management Board and the

Supervisory Board, as well as any person considered to

be an insider, must refrain from directly or indirectly

carrying out (or recommending to carry out) any

transaction in the financial instruments of the Company

and its subsidiaries for which they have insider information

or from communicating insider information, as well as from

recommending to another person, on the basis of insider

information, that they carry out insider trading in the

Company’s financial instruments.

Transactions involving the purchase or sale of Company

securities or financial instruments are prohibited during

periods between the date on which insiders are privy to

specific information regarding business developments or

the Company’s outlook - which, if made public, could

noticeably influence the share price - and the date on

which this information is made public.

Solutions 30 | 2021 Annual Report

Moreover, all transactions are strictly forbidden for a

period of:

•Thirty calendar days before the scheduled publication

date of the annual consolidated financial statements

and half-year consolidated financial statements

•Fifteen calendar days before the scheduled

publication date of quarterly financial information

At the beginning of each calendar year, the Company

draws up and releases a timetable for determining the

periods during which trading in Company securities is

prohibited.

3.4.4.9. Remuneration for members of the

Management Board for 2021:

The Supervisory Board meeting on April 27, 2020,

approved the Management Board’s proposal, which aimed

to reduce its members’ remuneration by 25% as long as

the exceptional measures implemented by the group in

2020 remain in place, in particular the partial employment

measures that affected the teams. The fixed remuneration

for members of the Management Board was thus reduced

by 25% for April and May 2020. This decrease in

remuneration explains the difference between the

“amounts due” and “amounts paid” columns for 2020 in

the individual remuneration tables below.

During the Supervisory Board meeting on April 27, 2020,

the possibility was raised of adjusting the objectives of the

long-term incentive plan, given the new market conditions

and the impact of the pandemic. During its meeting on

September 23, 2020, the Supervisory Board analyzed the

situation in light of the Nominations and Remunerations

Committee’s recommendations and decided to leave

these objectives unchanged. The Supervisory Board felt

that the ongoing crisis was not likely to significantly impact

the group’s prospects.

Gianbeppi Fortis, Chairman of the

Management Board

Summary of Gianbeppi Fortis’ remunerations

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

326,808

313,191

326,808

Variable

remuneration

136,000

136,000.000

99,552

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

23,371

23,875

Total

486,179

472,562

450,235

350,683

Since the signature of a contract for services, dated

September 1, 2013, the remuneration and benefits

described in the table below are received by GIAS

International, a Luxembourg entity wholly owned by

Gianbeppi Fortis.

The contract for services was entered into for an indefinite

period and concerns managing and leading Solutions 30

SE teams in a process of internal and external

development with the objective of improving its

management and productivity.

By an amendment dated July 16, 2019, GIAS

International’s fixed monthly remuneration was increased

from €23,234 (excluding tax) to €27,234 (excluding tax)

per month. For 2020, GIAS International has agreed to a

25% reduction in its remuneration for the duration of the

exceptional measures implemented to cope with the

health crisis. To this fixed remuneration may be added

variable remuneration, under the Supervisory Board’s

control, up to a maximum of €136,000 (excluding tax) per

year.

In addition, Gianbeppi Fortis does not currently have an

employment contract with Solutions 30 SE.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 3.4.4.6 of

this report.

Gianbeppi Fortis was granted 568,750 options to

subscribe for 568,750 new shares. The stock options are

subject to a one-year lock-up period running from January

1, 2022 to December 31, 2022. They can only be

exercised on the following four dates: January 31, 2023,

April 30, 2023, July 31, 2023, or November 30, 2023 and

must be exercised before they expire on November 30,

2023.

Summary of remuneration and options and shares granted

to Gianbeppi Fortis:

2020

2021

Total remuneration for

the period1

472,565.00

450,235.00

Valuation of options

allocated during the year2

—

807,625.00

Valuation of performance

shares allocated during

the period

—

Valuation of other

long-term remuneration plans

—

TOTAL

472,565.00

1,257,860.00

1 Remuneration paid for 2020 and remuneration due for 2021, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Solutions 30 | 2021 Annual Report

Other elements of Gianbeppi Fortis’ status

Employ

ment

contract

Suppleme

ntary

pension

plan

Severance pay

or benefits

owed or

potentially

owed due to

termination or

change in

Non-

competition

fees

Gianbeppi

Fortis

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

Gianbeppi Fortis receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, Gianbeppi Fortis receives compensation

equal to his remuneration (fixed fee plus annual bonus)

received during the last 18 months.

Amaury Boilot, Member of the Management

Board

Summary of Amaury Boilot’s remunerations

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

264,450

252,000

285,106

Variable

remuneration

129,000

94,428

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

19,003

Total

412,453

400,003

398,537

304,109

Amaury Boilot has a Luxembourg employment contract.

For the purpose of comparability with remuneration

received by the members of the Management Board who

have signed a contract for services with Solutions 30 SE,

employer costs should be added to the gross amounts

listed above. In Luxembourg, these costs are about 13%

of the gross salary.

Amaury Boilot is not entitled to any pension obligations or

other life annuity benefits, other than those granted under

the compulsory basic pension plan and supplemental

pension plans.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 3.4.4.6 of

this report.

Amaury Boilot was granted 568,750 options to subscribe

for 568,750 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July

31, 2023, or November 30, 2023, and must be exercised

before they expire on November 30, 2023.

Summary of remuneration and options and shares granted

to Amaury Boilot:

2020

2021

Total remuneration for

the period1

400,003.00

398,537.00

Valuation of options

allocated during the year2

—

807,625.00

Valuation of performance

shares allocated during

the period

—

Valuation of other

long-term remuneration plans

—

TOTAL

400,003.00

1,206,162

1 Remuneration paid for 2020 and remuneration due for 2021, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of Amaury Boilot’s status

Employment

contract

Suppleme

ntal

pension

plan

Severance

pay or

benefits

owed or

potentially

owed due to

termination

or change in

Non-

competition

fees

Amaury

Boilot

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

Solutions 30 | 2021 Annual Report

In his capacity as a member of the Management Board,

Amaury Boilot receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, Amaury Boilot receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

Luc Brusselaers, Chief Revenue Officer

and Member of the Management Board

Summary of Luc Brusselaers’s remuneration

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

106,516

98,516

192,000

Variable

remuneration

57,600

99,552

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

—

Total

164,116

156,116

291,552

192,000

* Information from the date Luc Brusselaers joined the

Management Board, i.e. as of June 26, 2020.

A contract for services was entered into on January 1,

2020, between As A Service, a Belgian company wholly

owned by Luc Brusselaers, and Solutions 30 SE, for an

indefinite period and concerns managing and leading the

Company’s teams in a process of internal and external

development with the objective of improving and

perfecting its management and productivity. Under this

contract, As A Service’s fixed monthly fee is set at €16,000

(excluding tax) per month. To this fixed remuneration may

be added variable remuneration, under the Supervisory

Board’s control, up to a maximum of €136,000 (excluding

tax) per year.

In addition, Luc Brusselaers does not currently have an

employment contract with Solutions 30 SE.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 3.4.4.6 of

this report.

Luc Brusselaers was granted 301,438 options to subscribe

for 301,438 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July

31, 2023, or November 30, 2023 and must be exercised

before they expire on November 30, 2023.

Summary of remuneration and options and shares granted

to Luc Brusselaers:

2020

2021

Total remuneration for

the period1

156,116.00

291,552.00

Valuation of options

allocated during the year2

—

428,041.25

Valuation of performance

shares allocated during the

period

—

Valuation of other

long-term remuneration plans

—

TOTAL

156,116.00

719,593.25

1Remuneration paid for 2020 and remuneration due for 2021, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other information about Luc Brusselaers’ status

Employm

ent

contract

Supplemen

tal pension

plan

Severance

pay or

benefits

owed or

potentially

owed due to

termination

or change in

office

Non-

competiti

on fees

Luc

Brusselaers

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

Luc Brusselaers receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, Luc Brusselaers receives compensation

equal to his remuneration (fixed fee plus annual bonus)

received during the last 18 months.

Solutions 30 | 2021 Annual Report

João Martinho, Member of the Management

Board

Summary of João Martinho’s remunerations

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

290,642

279,025

270,783

Variable

remuneration

136,000

99,552

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

—

Total

426,642

415,025

370,335

270,783

Since the signature of a contract for services, dated June

1, 2018, the remuneration and benefits described in the

table below are received by Go Priority, a Portuguese

entity wholly owned by João Martinho.

Since November 1, 2020, João Martinho has had an

employment contract that covers 20% of his remuneration.

The contract for services and the employment contract

were entered into for an indefinite period and concern

managing and leading Solutions 30 SE teams in a process

of internal and external development with the objective of

improving its management and productivity, notably with

regard to the group’s telecom and energy businesses.

Under these contracts, Go Priority’s fixed monthly fee is

set at €23,234 (excluding tax) per month. To this fixed

remuneration may be added variable remuneration, under

the Supervisory Board’s control, up to a maximum of

€136,000 (excluding tax) per year.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 3.4.4.6 of

this report.

João Martinho was granted 473,958 options to subscribe

for 473,958 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July

31, 2023, or November 30, 2023 and must be exercised

before they expire on November 30, 2023.

Summary of remuneration and options and shares granted

to João Martinho:

2020

2021

Total remuneration for

the period1

415,025.00

370,335.00

Valuation of options

allocated during the year2

—

673,021.00

Valuation of performance

shares allocated during

the period

—

Valuation of other

long-term remuneration plans

—

TOTAL

415,025.00

1,043,356.00

1 Remuneration paid for 2020 and remuneration due for 2021, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of João Martinho’s status

Employm

ent

contract

Supplement

al pension

plan

Severance pay

or benefits

owed or

potentially

owed due to

termination or

change in

Non-

competiti

on fees

João

Martinho

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

João Martinho receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, João Martinho receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

Solutions 30 | 2021 Annual Report

Franck D’Aloia, Member of the

Management Board

Summary of Franck D’Aloia’s remunerations

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

182,255

174,661

228,326

Variable

remuneration

87,330

—

99,552

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

10,452

18,905

Total

280,037

185,113

346,783

247,231

Until July 1, 2021, Franck D’Aloia had an employment

contract under French law. For the purpose of

comparability with remuneration received by the members

of the Management Board who have signed a contract for

services with Solutions 30 SE, employer costs should be

added to the gross amounts listed above. In France, these

costs are about 45% of the gross salary.

A contract for services was entered into on July 1, 2021,

between Smart AIM, a French company wholly owned by

Franck D’Aloia, and Solutions 30, for an indefinite period

and concerns managing and leading Company teams in a

process of internal and external development with the

objective of improving and Company’s productivity and

integrating acquired companies. Under this contract,

Smart AIM’s fixed monthly remuneration is set at €23,233

(excluding tax) per month. To this fixed remuneration may

be added variable remuneration, under the Supervisory

Board’s control, up to a maximum of €136,000 (excluding

tax) per year.

In addition, Franck D’Aloia does not currently have an

employment contract with Solutions 30.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 3.4.4.6 of

this report.

Franck D’Aloia was granted 561,167 options to subscribe

for 561,167 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. The shares resulting from exercised

options will be subject to a retention period of 2 years,

between the date the options were allocated and the date

on which the shares can be freely transferred, in

accordance with article L.225-197-1 of the French

Commercial Code.

Summary of remuneration and options and shares granted

to Franck D’Aloia:

2020

2021

Total remuneration for

the period1

185,113.00

346,783.00

Valuation of options

allocated during the year2

—

798,857.00

Valuation of performance

shares allocated during

the period

—

Valuation of other

long-term remuneration plans

—

TOTAL

185,113.00

1,145,640.00

1 Remuneration paid for 2020 and remuneration due for 2021, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of Franck D’Aloia’s status

Employ

ment

contract

Supplement

al pension

plan

Severance pay

or benefits

owed or

potentially

owed due to

termination or

change in

Non-

competition

fees

Franck

D’Aloia

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

Franck D’Aloia receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, Franck D’Aloia receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

Solutions 30 | 2021 Annual Report

Robert Ziegler, Member of the Management

Board

Summary of Robert Ziegler’s remuneration

2020

2021

In €

Amounts

due

Amounts

paid

Amounts

due

Amounts

paid

Fixed

remuneration

—

246,531

Variable

remuneration

—

Special

remuneration

—

Directors’ fees

—

Benefits in kind

and other

—

Total

—

246,531

* Information from the date Robert Ziegler joined the

Management Board, i.e. as of April 1, 2021.

Under this contract, the fixed monthly remuneration is set

at €27,166 per month. To this fixed remuneration may be

added variable remuneration, under the Supervisory

Board’s control, up to a maximum of €162,996 per year.

Robert Ziegler has a Luxembourg employment contract.

For the purpose of comparability with remuneration

received by the members of the Management Board who

have signed a contract for services with Solutions 30 SE,

employer costs should be added to the gross amounts

listed above. In Luxembourg, these costs are about 13%

of the gross salary.

Robert Ziegler is not entitled to any pension obligations or

other life annuity benefits, other than those granted under

the compulsory basic pension plan and supplemental

pension plans.

Long-term remuneration in securities

None.

Other elements of Robert Ziegler’s status

Employ

ment

contract

Supplement

al pension

plan

Severance pay

or benefits

owed or

potentially

owed due to

termination or

change in

Non-

competition

fees

Robert

Ziegler

YES

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

Robert Ziegler receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. Members of the Management

Board who resign are not entitled to any compensation.

In the event of a change of control and termination of his

appointment, Robert Ziegler receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

Solutions 30 | 2021 Annual Report

Comments on the year

4.1.

Review of the group’s financial position and earnings

4.2.

Transformation plan

4.3.

Trends and outlook

Solutions 30 | 2021 Annual Report

4. COMMENTS ON THE YEAR

4.1. Review of the group’s financial position and earnings

The consolidated financial statements for the Solutions 30

group were prepared in accordance with IFRS

(International Financial Reporting Standards) as adopted

by the European Union and applicable at the end of the

reporting period, i.e. December 31, 2021.

The group’s accounting principles for preparing its

accounts are described in note 2 of section 5.2. “Notes to

the consolidated financial statements.”

4.1.1. Key financial highlights and performance indicators

In millions of euros

12.31.2021

12.31.2020

Change

Revenue

874.0

819.3

6.7%

Operating costs

710.3

632.3

12.3%

As a % of revenue

81.3%

77.2%

Central org. costs

81.3

80.4

1.1%

As a % of revenue

9.3%

9.8%

Adjusted EBITDA

82.4

106.5

-22.7%

As a % of revenue

9.4%

13.0%

Adjusted EBIT

40.8

60.9

-32.9%

As a % of revenue

4.7%

7.4%

Consolidated net income

22.5

35.8

-37.3%

As a % of revenue

2.6%

4.4%

Net income, group share

21.5

34.5

-37.7%

As a % of revenue

2.5%

4.2%

Financial structure figures

12.31.2021

12.31.2020

Change

Equity

191.6

170.0

+21.5

Net debt

33.1

28.9

+4.1

Net bank debt

(52.3)

(59.2)

+6.9

Free cash flow

32.4

124.8

(92.4)

Adjusted EBIT

In thousands of euros

12.31.2021

12.31.2020

Operating income

12,880

48,276

Customer relationship amortization

14,705

12,996

Earnings on sale of holdings

—

Other non-recurring operating income, including negative

goodwill

(10)

(464)

Other non-current operating expenses

13,255

—

Adjusted EBIT

40,830

60,858

Solutions 30 | 2021 Annual Report

Free cash flow

In thousands of euros

12.31.2021

12.31.2020

Net cash flow from operating activities

47,545

136,848

Acquisition of non-current assets

(15,722)

(12,670)

Disposal of non-current assets after tax

614

639

Free cash flow

32,437

124,817

Net bank debt

In thousands of euros

12.31.2021

12.31.2020

Loans from credit institutions, long-term

50,512

71,977

Loans from credit institutions, short-term and lines of

credit

27,022

28,068

Cash and cash equivalents

(129,839)

(159,279)

Net bank debt

(52,305)

(59,234)

Net debt

In thousands of euros

12.31.2021

12.31.2020

Bank debt

77,534

100,045

Lease liabilities

66,587

63,548

Future liabilities from earnouts and put options

18,785

24,618

Cash and cash equivalents

(129,839)

(159,279)

Net debt

33,067

28,933

4.1.2. Change of scope

Solutions 30 is the natural center of a highly fragmented market. In 2020 and 2021, given the general context, the group

slowed down its external growth strategy but made the following acquisitions:

Country

Company

Date of

Consolidation

Revenue at acquisition

Comment

Poland

Elmo (asset

acquisition)

Jan 1, 2020

€15 million

Breaking into the Polish market

Italy

Algor

Nov 1, 2020

€4 million

Breaking into the Italian 5G market

Comvergent

Dec 1, 2020

€17.5 million

Breaking into the UK market and 5G

expertise

Benelux

Brabamij

Dec 1, 2020

€6 million

Complementary expertise in energy

Portugal

Byon Fiber

Sep 30, 2021

€0.1 million

FTTH design office services

Mono (asset

acquisition)

Oct 25, 2021

€32.8 million

Market share gains

Solutions 30 | 2021 Annual Report

4.1.3. Performance analysis for 2021

4.1.3.1. Activity

12 months 2020

12 months 2021

Total

Organic growth of

existing subsidiaries

Organic growth from

acquired companies

Acquisitions

Total

819.3

27.8

1.3

25.6

874.0

From France

522.7

(15.4)

—

507.3

From Benelux

136.3

19.3

0.2

4.6

160.4

From Other

Countries

160.3

23.9

1.1

21.0

206.3

For 2021, Solutions 30 posted revenue of €874.0 million

compared to €819.3 million for 2020, representing growth

of +6.7% (+3.6% organic growth) compared to 2020 and

+26.4% compared to 2019, before the pandemic. The

group’s maintenance business, which is recurrent in

nature, represents 57% of the group’s revenue.

After solid initial growth of 20.9% in the first half of the

year, the second half of the year stood in sharp contrast:

▪A mature market in France, which is returning to

normal after a highly unusual 2020, with growth

drivers (energy transition, 5G) scaling up less quickly

than forecasted due to supply chain issues.

▪The end-of-year impact of high rates of quarantine-

related absences due to more contagious variants,

despite the continued use of prevention measures

and procedures to protect the health of our

employees and our customers.

▪Strong sales momentum in other countries where we

operate, with higher and higher growth rates masking

the effects of supply chain disruptions. There are new

opportunities cropping up everywhere, driven by

unprecedented recovery plans. The Benelux and

other countries are now driving the group’s growth,

with revenue up 17.7% and 28.7% respectively.

4.1.3.2. Profitability

Adjusted EBITDA was €82.4 million at the end of

December 2021, down (23%) compared to 2020.

Operating costs increased by +4.1 percentage points

compared to 2020 and represented 81.3% of revenue,

compared to 77.2% a year earlier, while the burden of

structural costs fell to 9.3% of revenue compared with

9.8% in 2020.

The operating margin stood at 9.4% of revenue, compared

to 13.0% one year earlier.

Besides less absorption of fixed costs due to falling

revenue in France and a changing geographic mix to

focus on activities that have yet to reach a critical size, this

decrease can be explained by:

•Effects from the COVID-19 pandemic and supply

chain disruptions for €4 million

•Evolving business needs and the operational

transition needed to adapt and to develop new

activities in France for €6.7 million

•Ongoing and upcoming ramp-up initiatives, especially

for new businesses and countries that have not

reached their critical size for €9.8 million

Removing these factors, the EBITDA margin amounts to

11.8%, a decrease of only 120 basis points.

The start-up phases of important contracts which is

currently the case in the Benelux and Italy require the

creation of new organizational structures and more robust

processes, the adoption of new IT tools, and new trainings

for on-site teams. Solutions 30 is making the most of the

expertise it has built up in France to shorten this

investment phase, although it is an essential step for

improving profitability before the industrial phase begins.

After accounting for €16.2 million in impairments and

operational provisions, and after amortizing the usage

rights for leased assets (IFRS 16), worth €25.3 million,

adjusted EBIT stood at €40.8 million, a (32.9%) decrease

compared to the previous year.

2021 saw €13.3 million in non-current operating expenses,

including €7.1 million in group spending to combat an

aggressive smear campaign. The remaining balance came

from restructuring operations to adapt our organizational

structure to changes in the market, especially in Germany

and France.

Customer relationship amortization amounted to €14.7

million in 2021, compared to €13.0 million a year earlier.

Financial income rose to €4.2 million in profit, from the

(downward) adjustment of contingent consideration (earn-

out) values for €6.4 million, compared to an expense of

€4.1 million in 2020.

After including tax income of €5.4 million due to loss

carryforwards, compared to an expense of €8.4 million a

year earlier, the group share of net income amounted to

€21.5 million, compared to €34.5 million in 2020.

4.1.3.3. Financial structure

At December 31, 2021, the group had €191.6 million in

equity, compared to €170.0 million at December 31, 2020.

The group had €129.8 million in gross cash, compared to

€159.3 million at the end of December 2020. Gross bank

debt stood at €77.5 million, compared to €100.0 million on

December 31, 2020, due to scheduled debt repayments.

The group had €52.3 million in cash net of debt at the end

of December 2021, compared to €59.2 million at the end

of December 2020.

Solutions 30 | 2021 Annual Report

After accounting for €66.6 million in leasing liabilities

(IFRS 16) and €18.8 million in potential financial debt on

future call options and earnouts, the group has a total net

debt of €33.1 million, compared to €28.9 million a year

earlier. The group maintains a solid financial structure,

with a net debt/EBITDA ratio of 40% and a net debt-to-

equity ratio of 17.3%.

Outstanding receivables under the group’s non-recourse

factoring program amounted to €92.3 million on December

31, 2021, compared to €94 million on December 31, 2020.

This program finances working capital requirements from

recurring activities that are fully developed. The use of

factoring frees up the cash generated by these receivables

to finance the group’s growth strategy, specifically the

ramp-up of new contracts, at a cost of less than 1% of the

amount of assigned receivables. This program, combined

with a solid financial structure, provides Solutions 30 with

the resources it needs to finance its ambitious growth

strategy.

Operating cash flow amounted to €60.8 million, compared

to €89.0 million in 2020. The ramp-up of contracts and the

return to more normal payment terms than in 2020

resulted in a €13.3 million increase in working capital

requirements, which are negative at €25.0 million.

Cash flow from business activities stood at €47.5 million in

2021, compared to €136.8 million a year earlier, and net

investments reached €15.1 million, or 1.7% of revenue,

compared to 1.4% a year earlier. This falls within a normal

range, generally considered to be between 1.5% and 4%

of revenue, and goes mostly to investing in the group’s IT

infrastructure and technical equipment. Overall, this

means there was €32.4 million in free cash flow, compared

to €124.8 million in 2020.

4.1.3.4. Data by segment

France

In 2021, revenue reached €507.3 million, compared to

€522.7 million the previous year. FTTH network

deployment peaked in the first half of the year and the

second half saw a decline in investments for this business,

which in 2020 accounted for 23% of Solutions 30’s

telecoms revenue in France. At the same time, the rate of

new subscriber connections has returned to normal, after

demand caused by remote working exploded in the

second half of 2020. These two market factors are still

only partially compensated by maintenance activities, and

this unfavorable trend has been exacerbated by the fifth

wave of COVID, which disrupted the organization of teams

out in the field at the end of the year.

For energy business, revenue stood at €80.9 million,

compared to €88.2 million the previous year. Significant

drivers of growth are anticipated in this sector as the

deployment of smart electricity meters winds down in

France. However, the ramp-up of new market segments is

being delayed by current supply chain problems. This is

especially true for the installation of electric vehicle

charging stations and activities related to renewable

energies.

The IT business generated revenue of €45.8 million during

the period, up 18.1% compared to 2020, while the security

and retail businesses generated €20.8 million, compared

to €20.9 million a year earlier.

A decrease in revenue in the second half of the year ate

into profits in France, which will need to adapt to this new

context. Adjusted EBITDA was €66.4 million, for a margin

of 13.1% compared to 16.6% the previous year. Changing

activity levels and preparations for launching new

businesses brought down EBITDA by €6.7 million, while

supply chain delays decreased it by another €1.1 million.

Benelux

Revenue reached €160.4 million, up +17.7% (+14.3%

organic growth).

The telecoms business saw +10.3% in purely organic

growth throughout the year generating €120.2 million in

revenue. The roll-out of contracts in the ultra-fast market is

beginning to contribute to group revenue.

Annual revenue for the energy business amounted to

€24.6 million, compared with €8.3 million a year earlier.

This growth is mainly driven by the roll-out of smart meters

in Flanders on behalf of the energy company Fluvius. This

activity started in the first quarter of 2020 and is now fully

developed.

IT revenue stood at €8.8 million, compared to €9.4 million

the previous year. Revenue from the retail and security

businesses was €6.9 million for the quarter and €9.7

million for the year.

As explained above, ramp-up phases may periodically

impact group profitability. After accounting for, with all the

newly active contracts in energy and telecoms, adjusted

EBITDA was €22.9 million, for a margin of 14.3% of

revenue, compared to 15.7% the previous year.

Other countries

In other countries, Solutions 30’s 2021 revenue

amounted to €206.3 million, up +28.7% (+15.6% organic

growth).

In Germany, revenue for the year reached €63.3 million

compared to €67.2 million the previous year. The country

has launched numerous initiatives to improve its ultra-fast

infrastructure, and the reorganization implemented by

Solutions 30 to capture expected growth in this sector

should start to bear fruit in the second half of 2022.

In Italy, revenue grew by 70% (55% like-for-like) in 2021,

to €46.8 million, driven by the contract signed at the

beginning of the year with TIM to deploy its ultra-fast

infrastructure in Piedmont and the Aosta Valley.

In Spain, business grew purely organically by 36% to

€53.1 million, thanks to market share gains in mobile and

fixed networks compared to the previous year.

In Poland, revenue for the year amounted to €24.9 million,

a sign that activities in Poland have been well integrated

with the rest of the company.

Solutions 30 | 2021 Annual Report

Finally, in the United Kingdom, Solutions 30 took in €18.2

million during the period. The group has been operating in

this country since December 2020 and continues its

expansion in both fixed and mobile telecoms. The

acquisition of Mono Consultants Ltd’s assets at the end of

the year has brought welcome additions to the group’s

customer portfolio and expertise in 5G.

For all other countries, adjusted EBITDA was €2.2 million,

equivalent to 1.1% of revenue, compared to 4.8% a year

earlier. This reflects the start-up of a telecoms contract

signed in Italy, the integration of acquisitions made in the

United Kingdom, and the reorganization initiative in

Germany to make the most of expected growth in the

telecoms sector in the second half of 2022.

4.2. Transformation plan

At the beginning of April 2021, Solutions 30 announced

that it would be accelerating the improvement plan it

began in 2019, which has already seen concrete progress,

including the adoption of IFRS in 2019, the transfer of

Company shares to a regulated market, and enhanced

governance.

In line with these actions intended to support its strong

growth, Solutions 30 initiated a transformation plan with

the aim of further improving its governance framework and

applying the best-in-class practices. The Supervisory

Board of Solutions 30 appointed a leading organisation as

external partner specialized in this area and, with its

support, Solutions 30 launched a governance, risk and

compliance project (‘’GRC Project’’).

Through this project, Solutions 30 intends to consolidate

its foundations to build a better future for the Company

and its growth. Compliance standards are set within the

whole organization to guide all business relations,

between the Group and its stakeholders. The objective of

the GRC Project is to enhance all policies and procedures

within Solutions 30 and apply the best solutions and

harmonized processes throughout the whole Group.

The project is progressing according to initially agreed

timeline. The implementation of strengthened risk

management, compliance and governance procedures

has begun and must be completed by the end of the first

half of 2022.

As a baseline and a strong reference for the GRC Project,

Solutions 30 chose to use French anticorruption law Sapin

II and focused on the following workstreams:

1.Uniform 3rd parties’ due diligence process

2.Uniform risk mitigation procedures and enhanced

internal control

3.Revised code of conduct

4.Improved whistleblowing process and introduction of

the whistleblowing platform

5.Training

6.Definition of disciplinary actions

7.Monitoring

In the context of the GRC project the following actions

were executed: (i) review of the existing policies and

procedures, (ii) gap analysis against applicable anti money

laundering laws and regulations, (iii) interviews with the

management team of Solutions 30 and its subsidiaries and

(iv) consolidation and analysis of the information gathered

in the above-mentioned steps to define areas for

improvement.

Below is a summary of the workstreams addressed within

the GRC Project, and a status as of 15 April 2022:

Solutions 30 | 2021 Annual Report

1. UNIFORM 3rd PARTIES DUE DILIGENCE PROCESS

METHOD

DELIVERABLES

STATUS

•3rd parties preliminary risk

assessment performed

•Review of current 3rd parties

selection processes Group wide

•Definition of an improved concept

for selecting 3rd parties, relevant

for the whole Group and compliant

with local regulations

•Verification of risk scenarios with

pilot entities

•Concept of due diligence process and

procedures

•Detailed specification of a business

intelligence tool

•3rd party due diligence policy

•Roll-out and training

•3rd party due diligence policy ready

•Upgrade and roll-out of a proprietary IT

tool to enable multiple compliance

checks in the context of the due

diligence of 3rd parties

•Adaptation of the ERP to include

compliance checks on business partners

•Dedicated team identified to perform due

diligence using a business intelligence

tool

•Training of the team has started on 7

April 2022.

•Implementation will be launched in May.

The new 3rd party due diligence (‘’TPDD’’) policy outlines

the mandatory procedures for entering, monitoring,

renewing, or terminating any third-party relationship. In

addition to the applicable procedures, the policy also

describes the roles and responsibilities and specifies the

mandatory documentation and consequences in case of

non-compliance and breach.

The objective of the TPDD policy is to analyse the integrity

and reliability of business partners in order to avoid or at

least minimize financial and reputational damage to

Solutions 30 Group resulting from the actions of business

partners.

2. UNIFORM RISK MITIGATION PROCEDURES AND ENHANCED INTERNAL CONTROL

METHOD

DELIVERABLES

STATUS

•Definition of applicable fields of law

•Definition of compliance risk

scenarios

•Identification of relevant risk

clusters

•Verification of risk scenarios with

pilot entities

•Design of a risk map and roll-out

•Risk map

•Risk register with applicable risk

scenarios

•Risk & Internal Control System (ICS)

manual

•Roll-out and training

•Core processes have been analysed:

Operations, Purchase-to-Pay, Order-to-

Cash, Finance & Hire-to-Retire

•Processes and controls are defined,

enacted and in process of formalization

•Risk map ready

•Risk & ICS manual ready

•Workshops with the subsidiaries are

ongoing

•Implementation is ongoing

The Risk & Internal Control System (‘’ICS’’) comprises the

policies, guidelines, procedures, and measures for

ensuring the effectiveness and efficiency of operations,

the regularity and reliability of internal and external

financial reporting, and compliance with applicable laws

and regulations.

The main strategic objectives of Solutions 30’s ICS are:

• compliance with applicable laws and regulations,

•effectiveness and efficiency of business processes,

•reliability, timeliness, and transparency of internal and

external reporting.

Solutions 30 | 2021 Annual Report

3. REVISED CODE OF CONDUCT

METHOD

DELIVERABLES

STATUS

•Review of current code of conduct,

based on risk assessment

•Identification of areas of

improvements

•Design of a regular update &

communication process

•Revised codes of conduct

•Concept for update & communication

process

•Roll-out and training

•Revised code of conduct done

•Revised business partners code of

conduct done

•Training of Executive Committee done

•Implementation and the Group wide

training to start in May

In order to achieve the Group’s intended goals, it is of

crucial importance that all employees - from board

members and managers to each individual member -

conduct themselves honestly, fairly and ethically in

accordance with the principles outlined in the Codes of

Conduct. This is the only way to ensure that the entire

Solutions 30 Group acts with integrity and thereby fulfils its

economic and social responsibilities.

4. IMPROVED WHISTLEBLOWING PROCESS

METHOD

DELIVERABLES

STATUS

•Review of current whistleblowing

mechanism and policy

•Recommendations in the light of

new applicable regulations

•Implementation of a state-of-the-art

external system and revised policy

•Revised whistleblower policy

•Requirements for whistleblower

system

•Identification of whistleblower platform

suppliers and request for quotations

•Roll-out and training concept

•Switch from a manual to an online IT

whistleblowing platform

•External provider selected &

whistleblower platform ready

•Whistleblowing process finalized and

roles identified

•Implementation will be launched in May

Solutions 30 have established and adopted a revised

global whistleblower policy (the ‘’Whistleblower Policy’’) to

guarantee the highest possible standards of openness,

honesty, integrity, ethics and accountability. It is applicable

to all subsidiaries of Solutions 30 Group and across all

jurisdictions where we operate.

The objective of the Whistleblowing Policy is to provide

means for the whistleblowers to report an unlawful act or

omission that constitutes, or may constitute a violation of –

or an inducement to violate – laws and regulations, the

values and principles established in the code of conduct of

Solutions 30 Group, internal control principles, Company

policies/procedures, and/or that could – in the course of

relations with one or more of Solutions 30 Group

companies – cause any type of harm (e.g. economic,

environmental, to safety of workers or of third parties, or

merely reputational) to Solutions 30 Group companies and

their customers, shareholders, partners, third parties and,

more generally, the community.

Solutions 30 is launching a dedicated online IT platform

provided by a third party offering a secure two-way

communication with the whistleblower. This platform will

be made available through the Group’s website

Solutions 30 | 2021 Annual Report

5. TRAINING

METHOD

DELIVERABLES

STATUS

•Evaluation of training needs for

workstreams #1-4

•Definition of target groups and

training materials

•Communication plan

•Roll out of training

•Definition of regular process for

review and tracking of trainings

•Training concept

•Training materials

•Training schedule and roll-out

•Training concept ready

•Training materials finalized and available

in local languages

•Group wide training to start in May 2022

6. DEFINITION OF THE DISCIPLINARY SANCTIONS

METHOD

DELIVRABLES

STATUS

•Definition of sanctioning process,

including definition of disciplinary

actions, roles and procedures

•Guideline for disciplinary actions

•Catalogue of sanctions

•Sanctions management policy to

ensure standards of conduct within the

company

•Implementation plan

•Sanctions policy ready

•Guideline for disciplinary actions and

sanctions catalogue ready

•Implementation will be launched in May

7. MONITORING

A new Group Audit Manual has been established

containing the core principles of internal auditing and

setting out a binding framework for audit and operational

planning, the preparation and performance of audits, and

the creation of reports. Besides the applicable procedures,

the manual also describes the roles and responsibilities

within the departments and specifies how quality

assurance is ensured within the auditing areas.

The audit process is divided into the following five phases:

The implementation of the new set of policies and

procedures will be audited, monitored and evaluated in the

long run under the supervision of the Group Head of Risk

and Compliance, currently being hired.

Conclusion

Implementation of new standards and procedures is

scheduled by the end of the first half of 2022. Key

deliverables are described in the graphic below:

Solutions 30 | 2021 Annual Report

SUMMARY OF GRC DELIVERABLES

Solutions 30 | 2021 Annual Report

4.3. Trends and outlook

New procedures and policies were defined and

harmonized throughout 2021 and the beginning of 2022.

These new procedures are being implemented

progressively during the first half of 2022. Solutions 30 is

thus opening a new chapter in its growth in markets that,

no matter their maturity, have significant potential for

growth and are supported by unprecedented stimulus

plans that are channeling public investment into the digital

transformation and energy transition.

With a solid financial structure and a business model that

allows it to self-fund its growth, Solutions 30’s priority this

year will be increasing its market share. We are therefore

expecting a new period of dynamic growth starting in the

second half of the year, while the first half of the year will

more closely resemble the second half of 2021. The group

should also be able to return to a more active acquisitions

policy than over the last two years, helping to drive growth.

Q1 2022 revenue

In millions of euros

2022

2021

% change

Total

222.7

225.2

(1.1)%

From France

116.7

142.1

(17.9)%

From Benelux

46.7

37.0

26.3%

From Other Countries

59.3

46.1

28.5%

Consolidated revenue

Solutions 30’s consolidated revenue for the first quarter of

2022 amounted to €222.7 million, down slightly by (1.1%)

compared to the same period in 2021 ((3.0%) organic

growth).

The first quarter is a continuation of the last quarter 2021

with:

•On the one hand, activity in France penalized by the

triple effect of maturing markets in France, supply

chain difficulties, and the high rate of quarantined

technicians, especially at the beginning of the year,

due to the pandemic.

•On the other hand, business is growing strongly in the

rest of the countries and this positive trend is masking

supply chain disruptions and the impact of the

pandemic.

In France, revenue for the first quarter of 2022 amounted

to €116.7 million compared to €142.1 million a year ago.

With €84.5 million in revenue, the telecom business is

down by (18%) compared to the first quarter of 2021. The

market is in the midst of an operational transition as fiber

roll-out has peaked and the market for new subscriber

connections is under consolidation after being driven by

widespread remote working and measures to limit social

interactions. These two market conditions are still only

partially compensated by maintenance activities.

For the energy business, revenue amounted to €15.9

million, compared with €23.3 million a year earlier,

representing a drop of (32%). The business has been

strongly impacted by the end of smart electricity meter roll-

outs in France, revenue from which is down by 60%. Other

activities, related to electric mobility and renewable

energies, are not yet compensating for this decrease in

revenue. They are growing by 8%, but their ramp-up

remains delayed by current supply chain problems.

The IT business posted revenue of €11.9 million, up 8%

for the quarter, while the security and payments business

posted revenue of €4.4 million compared to €4.6 million a

year earlier.

In the Benelux, revenue in the first quarter of 2022

amounted to €46.7 million compared to €37.0 million a

year earlier, up 26.3% (26.6% organic growth).

The telecoms business, which grew organically by 14%,

generated quarterly revenue of €33.0 million. Sales activity

remains strong and the first roll-outs began with the start-

up of contracts signed with Fiberklaar and Open Dutch

Fiber in the second half of 2021.

Revenue for the energy business amounted to €9.6

million, compared with €3.9 million a year earlier,

representing purely organic growth of 145%. The

deployment of smart meters in Flanders on behalf of

Fluvius began during the first quarter of 2021 and is now

fully developed.

Revenue from the IT business remained stable at €2.3

million, compared with €2.4 million a year earlier. Quarterly

revenue from the retail and security businesses was €1.9

million compared to €1.7 million for the first quarter of

2021.

In all other countries, the group posted annual revenue

of €59.3 million, an increase of 29% (19% organic growth)

compared to the same period in 2021.

In Germany, revenue amounted to €14.4 million compared

to €16.2 million the previous year. The return to growth is

expected in the second half of 2022, when the efforts

made by the group to adapt its organization should begin

to bear fruit.

In Italy, revenue grew by 67% in the first quarter of 2022 to

€14.6 million, driven by the contract signed at the

beginning of 2021 with TIM to deploy its ultra-fast

infrastructure in Piedmont and the Aosta Valley.

In Spain, revenue grew organically by 24% to €14.5

million, thanks to strong momentum in the telecoms

business (fiber and 5G mobile networks).

In Poland, the group confirmed its return to growth and

posted revenue of €6.7 million, representing organic

growth of 19%.

Finally, in the United Kingdom, Solutions 30 posted

quarterly revenue of €9.0 million, up 131% (23% organic

growth), thanks to the excellent momentum in the

telecoms sector and the start-up of new ultra-fast Internet

and 5G deployment programs.

Solutions 30 | 2021 Annual Report

Consolidated Financial Statements

5.1.

Consolidated Financial Statements

5.1.1.

Consolidated statement of financial position

5.1.2.

Consolidated statement of comprehensive income

5.1.3.

Change in consolidated equity

5.1.4.

Consolidated statement of cash flows

5.2.

Notes to the consolidated financial statements

5.3.

Independent authorized auditor’s report

138

Solutions 30 | 2021 Annual Report

5.1 CONSOLIDATED FINANCIAL STATEMENTS

5.1.1. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Assets

(in thousands of euros)

Notes

12.31.2021

12.31.2020

Uncalled share capital

Goodwill

10.2

56,009

55,533

Other intangible assets

10.3

132,625

146,875

Property, plant and equipment

10.4

18,613

15,509

Right-of-use assets

66,964

64,026

Non-current contract assets

4.3

1,025

1,205

Non-current financial assets

13.1

2,880

2,405

Deferred tax assets

9.2

18,273

8,530

NON-CURRENT ASSETS

296,392

294,083

Inventory and work in progress

14.2

39,011

21,952

Trade receivables and related accounts

4.3

166,439

157,821

Current contract assets

4.3

858

751

Other receivables

14.1

63,644

83,482

Prepaid expenses

873

361

Cash and cash equivalents

129,839

159,279

CURRENT ASSETS

400,664

423,645

TOTAL ASSETS

697,056

717,729

Equity & Liabilities

(in thousands of euros)

12.31.2021

12.31.2020

Subscribed capital

13,659

Share premiums

17,376

Legal reserve

1,401

1,362

Consolidated reserves

124,363

88,721

Net income for the period

21,485

34,500

EQUITY, GROUP SHARE

178,284

155,618

Minority interests

13,269

14,390

EQUITY

191,554

170,008

Debt, long-term

8.2

66,759

96,024

Lease liabilities

43,745

41,836

Non-current provisions

12.1

21,188

24,936

Deferred tax liabilities

9.2

24,258

28,635

Other non-current financial liabilities

249

223

NON-CURRENT LIABILITIES

156,199

191,654

Debt, short-term

8.2

29,560

28,640

Current provisions

12.2

1,080

1,700

Lease liabilities

22,842

21,712

Trade payables

149,613

147,483

Tax and social security liabilities

14.3

129,804

147,956

Other current liabilities

14.4

10,705

5,382

Deferred income

5,698

3,196

CURRENT LIABILITIES

349,304

356,067

TOTAL EQUITY & LIABILITIES

697,056

717,729

Solutions 30 | 2021 Annual Report

5.1.2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Net income

(in thousands of euros)

Notes

2021

2020

Revenue

873,981

819,278

Other current operating income

6.1

18,629

18,678

Net change in inventory and raw materials and consumables used

6.1

(95,319)

(73,764)

Employee costs

5.2

(212,504)

(195,089)

Taxes, duties, and similar payments

(66,631)

(62,981)

Other current operating expenses

6.1

(435,785)

(399,595)

Operating margin

82,372

106,528

Depreciation, amortization and impairment of fixed assets

(56,729)

(50,106)

Charges to and reversals of provisions

482

(8,560)

Earnings on sale of holdings

6.2

—

(49)

Other non-current operating income

6.2

464

Other non-current operating expenses

6.2

(13,255)

—

Operating income

12,880

48,276

Financial income

8.5

7,741

473

Finance costs

8.5

(3,558)

(4,618)

Net financial income

4,183

(4,146)

Income taxes

5,428

(8,414)

Income from associates

—

128

Consolidated net income

22,491

35,844

Group share

21,485

34,500

Minority interests

1,006

1,344

Basic earnings per share, group share (in euros)

11.2

0.201

0.322

Diluted earnings per share, group share (in euros)

11.2

0.201

0.322

(in thousands of euros)

2021

2020

CONSOLIDATED NET INCOME

22,491

35,844

Items recyclable or recycled to profit or loss:

Translation differences recognized in equity

117

(127)

Items not recyclable to profit or loss:

Changes in actuarial gains and losses

2,140

(270)

Deferred taxed on changes in actuarial gains and losses

(535)

COMPREHENSIVE INCOME RECOGNIZED IN EQUITY

1,722

(333)

COMPREHENSIVE INCOME

24,213

35,512

Group share

23,207

34,168

Minority interests

1,006

1,344

Solutions 30 | 2021 Annual Report

5.1.3. CHANGE IN CONSOLIDATED EQUITY

(in thousands of euros)

Capital

premium

Legal

reserve

Group

reserves

Cumulative

translation

adjustments

Equity,

group

Minority

interests

Total

equity

POSITION AT 01.01.2020

13,659

17,376

1,362

89,399

(449)

121,348

13,111

134,458

Net income for 2020

—

34,500

—

34,500

1,344

35,844

Income recognized in equity

—

(205)

(127)

(332)

—

(332)

Comprehensive income for

2020

—

34,295

(127)

34,168

1,344

35,512

Changes in scope *

—

102

—

102

(66)

POSITION AT 12.31.2020

13,659

17,376

1,362

123,797

(576)

155,618

14,390

170,008

Net income for 2021

—

21,485

—

21,485

1,006

22,491

Income recognized in equity

—

1,605

117

1,722

—

1,722

Comprehensive income for

2021

—

23,090

117

23,207

1,006

24,213

Changes in scope **

—

(893)

—

(893)

(2,127)

(3,020)

IFRS 2 Share-based payment

—

341

—

341

—

341

Other changes

—

(29)

—

POSITION AT 12.31.2021

13,659

17,376

1,401

146,307

(459)

178,284

13,269

191,554

* The impact of changes in the scope of consolidation on group reserves, amounting to €102k in 2020, is primarily related to accounting

for Algor put options (see note 3.1), which are recognized against a reduction in minority interests. The residual difference, amounting to

€102k, is recognized in the group’s reserves. The variation in minority interests of €66k is related to the sale of Italian companies.

** The impact of the changes in the scope of consolidation on group reserves, amounting to -€893k in 2021, consists of a decrease of

-€1,998k on the Byon Fiber call option and an increase of €1,105k on the Byon SAS call option. The call option on the shares of Byon

Fiber for €2,065k (see note 3.3.1 “Acquisitions in 2021”) was recognized in return for a reduction in minority interests of -€67k, the

residual difference with the value of the call option was transferred to the group reserves for €1,998k. The call option on the shares of

Byon SAS for €2,065k (see note 8.7 “Contingent considerations and put options”) was recognized in return for a reduction in minority

interests of €3,170k, the residual difference with the value of the call option was transferred to the group share of equity for €1,105k.

The decrease in minority interests of -€2,127k is mainly related to a decrease of -€3,170k from recognizing the call option on the shares

of Byon SAS (see note 8.7 “Contingent considerations and put options”) and an increase in minority interests (not transferred to group

reserves) of €1,041k on the acquisition of the shares of Byon Fiber (see note 3.3.1 “Acquisitions in 2021”).

Solutions 30 | 2021 Annual Report

5.1.4. CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands of euros)

Notes

2021

2020

CONSOLIDATED NET INCOME

22,491

35,844

Net income, group share

21,485

34,500

Net income, minority interests

1,006

1,344

Non-monetary items:

Depreciation, amortization and impairment

56,729

50,106

Allocations to provisions

(482)

8,560

Other items

—

516

Change in deferred taxes

9.2

(14,800)

(7,852)

Capital gains after tax

—

Elimination of income from associates

—

(128)

Share-based payment

341

—

Change in fair value of non-current contract assets

180

(103)

Change in fair value of financial instruments

8.5

(116)

(11)

Elimination of income from badwill

6.2

—

(464)

Change in fair value of options and earnouts

8.7

(6,398)

(47)

Elimination of interest expense

8.5

2,859

2,560

Operating cash flow from consolidated companies

60,803

89,031

Change in working capital requirements for operations

(13,258)

47,818

Decrease/(increase) in inventory and work in progress

(15,931)

(6,934)

Decrease/(increase) in trade & other receivables

(4,235)

24,505

Increase/(decrease) in trade & other payables

2,131

31,799

Increase/(decrease) in other receivables and debts

4,777

(1,553)

Net cash flow from operating activities

47,545

136,848

CASH FROM/(USED IN) INVESTING ACTIVITIES

Acquisition of current assets

(15,267)

(12,246)

Acquisition of non-current assets*

(3,990)

(5,233)

Acquisitions of subsidiaries, net of cash received

3.3

(1,293)

(21,037)

Contingent consideration on acquisitions of subsidiaries and businesses

8.7

(3,801)

(4,542)

Disposals of subsidiaries, net of cash transferred

—

(346)

Disposal of associates

—

285

Acquisition of non-current financial assets

(455)

(424)

Disposal of non-current assets after tax

614

639

Net cash from/(used in) investing activities

(24,191)

(42,905)

CASH FROM/(USED IN) FINANCING ACTIVITIES

Loan issuance

8.2

4,283

30,143

Repayment of loans and borrowings and related financial expenses

8.2

(30,331)

(24,070)

Other non-current financial liabilities

(613)

Repayment of lease liabilities and related financial expenses

(26,326)

(24,722)

Net cash from/(used in) financing activities

(52,348)

(19,261)

Impact of changes in foreign exchange rates

(445)

402

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS

(29,439)

75,085

Opening cash balance

159,279

84,194

Closing cash balance

129,839

159,279

*Acquisition of the assets of Mono Consultants (United Kingdom) and Intel-C (Italy) in 2021 and Elmo (Poland) in 2020.

Solutions 30 | 2021 Annual Report

5.2. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 1 : Information on the company and

group

1.1 Corporate information

The consolidated financial statements of SOLUTIONS 30

SE and its subsidiaries (collectively, the “group”) for the

year ended December 31, 2021, were closed by the

Management Board and approved by the Supervisory

Board on April 27, 2022. Solutions 30 (the “Company” or

the “parent company”) is a European company

incorporated and domiciled in the Grand-Duchy of

Luxembourg, with shares listed in Compartment A on the

Euronext Paris market. Its registered office is located at:

3 rue de la Reine

L-2418 Luxembourg

The group mainly provides support services for new digital

technologies and helps its customers implement these

new technologies throughout Europe: telecom service

providers, energy suppliers, manufacturers and

distributors of IT hardware and digital devices, IT

management companies, and digital equipment

integrators. With more than 50 million call-outs carried out

since it was founded and its network of more than 15,000

local technicians, Solutions 30 currently covers all of

France, Italy, Germany, the Netherlands, Belgium,

Luxembourg, the Iberian Peninsula, Poland, and the

United Kingdom.

Information on the group’s structure is provided in note 3.

Note 2 : Accounting principles and methods

2.1 Standards applied

2.1.1 Compliance statement

The consolidated financial statements for the Solutions 30

group were prepared in accordance with IFRS

(International Financial Reporting Standards) as adopted

by the European Union and applicable at the end of the

reporting period, i.e. December 31, 2021.

2.2 New IFRS, amendments, and

interpretations

The group has not early adopted as of December 31, 2021

any standard, interpretation, or amendment that has been

published by the IASB and adopted by the European

Union, but has not yet come into effect.

Several standards, amendments, and interpretations apply

for the first time as of January 1, 2021, but have no impact

on the group’s consolidated financial statements as of

December 31, 2021:

■Amendments to IFRS 16 “COVID-19-Related Rent

Concessions”: Published by the IASB on May 28,

2020, and approved by the European Union on

October 9, 2020, applicable for fiscal years beginning

on or after June 1, 2020. They have no material

impact on the group’s accounts.

■Interest rate benchmark reform phase 2: Amendments

to IFRS 9, IAS 39, IFRS 7, IFRS 4, and IFRS 16

“Interest Rate Benchmark Reform” (Phase 2),

published by IASB on August 27, 2020, and approved

by the European Union on January 13, 2021 are

applicable for fiscal years beginning on or after

January 1, 2021. Given the nature of its activities,

these standards do not have a material impact on the

group’s accounts.

■The amendments to IFRS 4 “Insurance Contracts -

Extension of the Temporary Exemption from Applying

IFRS 9,” published on June 25, 2020, do not apply to

the group.

Standards, amendments, and interpretations of standards

published by the IASB, adopted by the European Union

and without early application as of December 31, 2021:

■Amendments to IFRS 16 “COVID-19 Related Rent

Concessions”: Published by IASB on March 31, 2021,

and approved by the European Union on August 30,

2021. Applicable for fiscal years beginning on or after

April 1, 2021, this standard does not have a material

impact on the group’s financial statements.

■The amendments to IFRS 3 “Business Combinations,”

IAS 16 “Property, Plant and Equipment,” IAS 37

“Provisions, Contingent Liabilities and Contingent

Assets,” and the Annual Improvements to IFRS

(2018-2020 cycle), published on May 14, 2020, and

approved by the European Union on June 28, 2020.

Applicable for fiscal years beginning on or after

January 1, 2022, these standards do not have a

material impact on the group’s financial statements.

■IFRS 17 “Insurance Contracts” and its amendments:

IFRS 17 is replacing IFRS 4 “Insurance Contracts,”

published in 2004 as a temporary standard.

Amendments were published by the IASB on May 18,

2017 and June 25, 2020, and approved by the

European Union on November 19, 2021, to be

applicable on January 1, 2023. Given the nature of its

activities, this standard does not apply to the group.

■The amendments to IAS 8 “Definition of Accounting

Estimates,” published on February 12, 2021 and

approved by the European Union on March 2, 2022.

Applicable for fiscal years beginning on or after

January 1, 2023. This standard does not have a

material impact on the group’s accounts.

■Amendments to IAS 1 “Disclosure of Accounting

Policies.” Published on February 12, 2021 and

Solutions 30 | 2021 Annual Report

approved by the European Union on March 2, 2022.

Applicable for fiscal years beginning on or after

January 1, 2023. This standard does not have a

material impact on the group’s accounts.

Standards, amendments to standards, and interpretations

of standards published by the IASB and not adopted by

the European Union. The impacts on the financial

statements of texts published by the IASB at December

31, 2021, and not in force in the European Union are

currently being analysed. These texts are as follows:

■Amendments to IAS 1 “Presentation of Financial

Statements — Classification of Liabilities as Current

or Non-current ” and “Presentation of Financial

Statements — Classification of Liabilities as Current

or Non-current Deferral of Effective Date,” published

on January 23 and July 15, 2020, respectively,

applicable for fiscal years beginning on or after

January 1, 2023.

■Amendments to IAS 12 “Deferred tax related to

assets and liabilities arising from a single transaction,”

published on May 7, 2021.

■The amendments to IFRS 17 “Insurance Contracts:

Initial Application of IFRS 17 and IFRS 9 –

Comparative Information,” published on December 9,

2021.

2.3 Basis of preparation

As of December 31, 2021, the financial statements have

been prepared on the principles of going concern

assumption and historical cost basis, with the exception of

certain assets and liabilities measured at fair value. The

consolidated financial statements are presented in

thousands of euros, which is the parent company’s

reporting currency and functional currency, and rounded to

the nearest thousands.

■Critical accounting judgments and key sources of

estimation uncertainty

The preparation of consolidated financial statements in

accordance with IFRS requires the use of certain critical

accounting estimates and assumptions. Management is

also required to exercise its judgment in applying the

group’s accounting policies. Actual earnings may prove

significantly different from these estimates based on

different assumptions or conditions and, if necessary, a

sensitivity analysis can be performed if it is material.

Impact of the COVID pandemic

The pandemic and successive lockdowns had two

opposite effects on the group in 2020 and 2021:

•On the one hand, the group’s activities were

considered “essential” so it continued to operate

throughout Europe. Given their strategic value in

support of remote working and limitations on social

interactions, telecoms activities benefited from this

situation, particularly in France where revenue, driven

by the acceleration of fiber-optic deployments and

fiber subscriber connections, grew strongly in the

second half of 2020 and the first half of 2021.

•On the other hand, the second half of 2021 saw

activity return to more normal levels in a mature

French telecommunications market, which impacted

both growth and margins. In addition, supply

disruptions resulting from the pandemic crisis and

plant closures have penalized the group’s activities,

particularly in the energy sector, and have slowed the

ramp-up of certain activities. Finally, the latest waves

and the high contagiousness of COVID variants have

had an impact on the rate of absenteeism among

teams, and therefore on the level of group activity.

As of the time this document was written, senior

management does not believe that Solutions 30’s ability to

continue operations is in danger and it can continue to

support its customers as they accelerate their roll-out of

high-speed Internet networks and transition to green

energy sources.

Evaluation of subsidiary control

The group controls a subsidiary if it holds the majority of

the voting rights. If the group does not hold the majority of

the voting rights, it nevertheless assesses whether the

voting rights it holds in the subsidiary give it sufficient

power to control it. To do so, the group takes into

consideration all relevant facts and circumstances,

including the following:

•The number of voting rights held by the company in

relation to the number held by other holders of voting

rights and their dispersion, respectively

•Potential voting rights held by the group, other holders

of voting rights or other parties

•Rights arising from other contractual agreements

•Other facts and circumstances, if any, that indicate

that the group has, or does not have, the current

ability to conduct the relevant business at the time the

decisions are to be made, including the results of

voting at previous general meetings

Determining maturities of leases with extension or

termination options

The group took into consideration the extension or

termination options incorporated into the leases. The

group does not generally activate these options and is

reasonably certain that it will not activate them. The

maturity dates of the leases selected thus correspond to

the term of the contract.

Estimating future variable income related to performance

obligations in contracts

In accordance with IFRS 15, the group includes future

variable income to be received during a production period

exceeding 6 months in its revenue. The group establishes

these estimates based on the past performance of each

contract and produces a contract-by-contract analysis. As

of December 31, 2021, these estimates amount to

€(1,209k) (€150k in 2020).

Estimating work in progress

The group has certain contracts for which revenue is

recognized based on projects’ progress levels. This work

in progress is assessed using the ratio between contract

Solutions 30 | 2021 Annual Report

costs incurred as of the balance sheet date and estimated

total contract costs. When it is probable that total contract

costs will exceed total contract income, the expected loss

is immediately recognized as a provision for loss on

completion.

Fair value estimation

Some of the group’s assets and liabilities are measured at

fair value for financial reporting purposes. To estimate the

fair value of an asset or liability, the group uses observable

market data when available. Where level 1 input data is

not available, the group conducts its assessment and may

hire qualified external evaluators to conduct the evaluation

and determine appropriate evaluation techniques and

input data for the model.

The valuation of acquired assets and liabilities, contingent

considerations, or options to buy or sell in a business

combination is particularly sensitive to changes in non-

observable data considered reasonably possible on the

valuation date. Further information on the carrying amount

of these assets is provided in note 3.3 and 8.7.

Evaluations used for impairment tests

The assumptions and estimates made to determine the

recoverable amount of goodwill, intangible assets and

property, plant and equipment relate in particular to the

market outlook required to evaluate cash flows and the

discount rates used. Any change in these assumptions

could have a significant impact on the amount of the

recoverable value. The main assumptions used by the

group are described in note 10.

Evaluation of pension liabilities

For the group’s defined benefit pension plans, liabilities

are calculated using the projected unit credit cost method

based on assumptions such as the discount rate, future

salary increases, employee turnover rate, and mortality

tables. These liabilities are therefore subject to change in

the event of a change in assumptions, most of which are

updated annually. The assumptions used and the methods

used to determine them are detailed in note 5.4 –

Retirement commitments. The group believes that the

actuarial assumptions used are appropriate and justified

under current conditions.

Deconsolidation of assigned receivables

A financial asset may be deconsolidated i.e. removed from

the consolidated statement of financial position if the

group transfers to a third party, through a contract, its right

to receive future cash flows derived from this asset and

the risks and rewards of owning this asset.

Under the group’s non-recourse factoring contracts, the

group assesses whether almost all the risks and rewards

of ownership of the divested assets are in fact transferred.

When the sale of receivables reduces the company’s

exposure to cash flow variability, the receivables are

deconsolidated.

Share-based payment

In accordance with the principles in IFRS 2 (see section

5.3), services received from salaried employees in

connection with share option plans being granted are

expensed in the statement of comprehensive income with

a contra entry in the group’s equity. The expense

corresponds to the fair value of the share subscription and

purchase option plans. An expense of €341k was thus

recorded in the statement of comprehensive income for

2021 (€0k in 2020).

Deferred tax assets

Deferred tax assets are the result of tax loss carryforwards

and temporary differences between the tax value and

carrying amounts of recognized assets and liabilities. The

recoverability of these assets is assessed on the basis of

forecasts from strategic plans drawn up for each of the tax

groups under consideration. Additional information on

deferred tax assets is provided in notes 9.2 and 9.3.

2.4 Presentation of the income statement

The group presents an income statement by type, showing

revenue, operating margin, other operating income and

expenses, net financial income, profit or loss of associates

and joint ventures accounted for using the equity method,

and net income of the consolidated group.

The Solutions 30 group opted to highlight “Operating

Margin” in its statement of income, as well as “Operating

Income,” which is obtained by adding allocations to and

reversals of amortization and provisions, the income from

the sale of holdings, and other non-current operating

income and expenses to the operating margin. These

items correspond to unusual, abnormal, and infrequent

events that are significantly material.

For example, these can include the following:

•Unusual and significant gains or losses on disposal or

impairment of non-current assets, whether tangible or

intangible

•Recognition of badwill following the completion of

acquisitions

•Certain restructuring costs (only those restructuring

costs that would be likely to disrupt the readability of

the current operating income due to their unusual

nature and size)

•Other operating income and expenses such as a

provision relating to a legal dispute with very

significant materiality or exceptional expenses

incurred by the group to manage a crisis situation.

•Share-based payment expense when certain

employees are offered share subscription and

performance share plans

Note 3 : Scope of consolidation

3.1 Accounting principles related to the

scope of consolidation

3.1.1 Consolidation principles

■Consolidation of subsidiaries

The consolidated financial statements include the financial

statements of Solutions 30 group and its subsidiaries.

Subsidiaries are consolidated as of the date of acquisition,

Solutions 30 | 2021 Annual Report

100

which corresponds to the date on which the group

obtained control, and remain so until the date on which the

exercise of such control ceases. Control of an entity exists

when the Solutions 30 group has, cumulatively, power

over that entity, exposure or rights to variable returns from

that entity, and the ability to act on those returns, i.e. a link

between the entity’s returns and the power exercised by

the group. The impact of transactions between companies

in the group is eliminated.

If the group does not hold the majority of the voting rights

in an investee, it has rights which are sufficient to give it

control when it has the practical capacity to unilaterally

direct the relevant activities of the investee. In assessing

whether the voting rights it holds in the investee are

sufficient to confer control, the group considers all relevant

facts and circumstances, including the following:

•The number of voting rights held by the company in

relation to the number held by other holders of voting

rights and their dispersion, respectively

•Potential voting rights held by the group, other holders

of voting rights or other parties

•Rights arising from other contractual agreements

•Other facts and circumstances, if any, that indicate

that the group has, or does not have, the current

ability to conduct the relevant business at the time the

decisions are to be made, including the results of

voting at previous general meetings

Minority interests represent the share of profit or loss as

well as the net assets that are not held by the group. They

are presented separately in the income statement and in

equity in the consolidated balance sheet, separately from

the equity attributable to the parent company. Minority

interests are initially measured at fair value. After

acquisition, their carrying amount is equal to the value of

these interests at initial recognition plus the minority

interests’ share in subsequent changes in equity.

Changes in the group’s interests in subsidiaries that do not

result in a loss of control are recognized as equity

transactions. The carrying amount of the group’s interests

and minority interests is adjusted to take into account

changes in the relative interests in subsidiaries. Any

difference between the amount by which the minority

interests are adjusted and the fair value of the

consideration paid or received is recognized directly in

equity and is attributed to the group’s shareholders.

The loss of exclusive control of a subsidiary by the group

results in the derecognition of the subsidiary’s assets

(including goodwill) and liabilities and minority interests at

their carrying amount and the recognition of a gain or loss

on disposal in the income statement. If the group retains a

residual interest in the divested entity, the retained

securities are revalued at fair value through profit or loss,

regardless of whether the investment is in a joint venture,

an associate or non-consolidated securities. As a result, at

the date control is lost, a comprehensive gain or loss on

disposal is recognized, consisting of the gain or loss on

the sale the stake sold and the gain or loss on the

revaluation at fair value of the stake retained.

■Business combinations

In a business combination, the cost of an acquisition is

evaluated as the sum of all consideration transferred at

fair value on the date of acquisition or of the acquisition of

an equity stake.

Incurred acquisition costs are recognized as operating

expenses in the period in which the corresponding

services are received.

When the group acquires a business, it evaluates the

assets and liabilities of the acquired entity at fair value.

When the business is acquired in stages, the investment

held by the acquirer prior to the acquisition of a controlling

stake is evaluated at its fair value on the acquisition date

and the difference with its previous carrying amount is

recognized as profit or loss in accordance with IFRS 3.

Goodwill identified at the time of acquisition is recognized

in the relevant asset and liability items. Residual goodwill,

representing the difference between the acquisition cost of

the shares and the group’s part in the fair value

assessment of the identified assets and liabilities, is

recorded under goodwill and allocated to each cash

generating unit likely to benefit from the business

combination. If, after revaluation, the net balance of the

amounts, at the acquisition date, of the identifiable assets

acquired and liabilities assumed exceeds the sum of the

consideration transferred, the amount of minority interests

in the acquiree and the fair value of the acquirer’s

previously held stake in the acquiree (if any), the excess is

immediately recognized in profit or loss as part of the gain

from a purchase on favorable terms.

Subsequently, this goodwill is valued at cost, less any

impairment losses, in accordance with the method

described in the paragraph “Subsequent monitoring of the

value of fixed assets.”

When the consideration transferred by the group in a

business combination includes a contingent consideration

arrangement, the contingent consideration is measured at

its fair value at the acquisition date and included in the

consideration transferred under the business combination.

Changes in the fair value of the contingent consideration

that constitute valuation period adjustments are accounted

for retrospectively, with a corresponding adjustment to

goodwill. Valuation period adjustments arise from

additional information about the facts and circumstances

that existed at the acquisition date obtained during the

“valuation period” (maximum of one year from the

acquisition date).

Contingent considerations (“earnouts”) are assessed at

fair value and recorded under “Debt, short-term” if they are

due within 12 months of the end of the fiscal year, or under

“Debt, long-term” if they are due beyond a 12-month

period.

Subsequent recognition of changes in the fair value of the

contingent consideration that do not constitute valuation

period adjustments depends on the classification of the

contingent consideration. The other contingent

consideration is revalued at fair value on subsequent

closing dates and changes in fair values are recognized in

profit or loss.

For a business combination carried out in stages, the

group revalues the stake (including joint ventures) it

previously held in the acquiree at fair value at the

acquisition date and recognizes any gain or loss in net

Solutions 30 | 2021 Annual Report

101

income. Amounts arising from holdings in the acquiree

before the acquisition date that were previously

recognized in other items of comprehensive income are

reclassified to net income if such treatment is appropriate

upon disposal of the holding.

If the initial recognition of a business combination is not

completed by the end of the reporting period in which the

business combination occurs, the group discloses

provisional amounts for the items which have yet to be

accounted for. These provisional amounts are adjusted

during the valuation period, or additional assets or

liabilities are recognized to reflect new information

obtained about facts and circumstances that existed at the

acquisition date and that, if known, would have affected

the amounts recognized at that date.

■Put options granted to minority interests

Put options granted to minority shareholders constitute a

financial liability, recorded under “Debt, short-term” if they

are due within 12 months of the end of the year or under

“Debt, long-term” if they are due beyond a 12-month

period, for the present value of the exercise price of these

options with a corresponding reduction in minority

interests. The residual difference, if any, is recorded in the

group’s share of equity. Financial debt is revalued at fair

value at the end of each reporting period in accordance

with the relevant contractual clauses, with a corresponding

entry in the income statement.

■Call options granted to the group by minority interests

Call options granted to the group by minority shareholders

constitute financial assets, recognized in “non-current

financial assets” at their present values, corresponding to

the difference between their exercise price and their

market value. Financial assets are revalued at fair value at

the end of each reporting period in accordance with the

relevant contractual clauses, with a corresponding entry in

the income statement.

3.1.2 Financial statement date

Companies included in the scope of consolidation are

consolidated on the basis of financial statements prepared

during the same reference period as those of the parent

company, closed on December 31, 2021, and covering a

period of 12 months.

3.1.3 Foreign currency translation

3.1.3.1 Translation of financial statements in foreign

currencies

The group’s consolidated financial statements are

prepared in euros.

The functional currency of each of the group’s entities is

the currency of the economic environment in which the

entity operates.

All assets and liabilities of consolidated entities whose

functional currency is not the euro are translated at the

closing rate into euros, which is the currency in which the

consolidated financial statements are presented. Income

and expenses are translated at the average exchange rate

for the year ended. Exchange differences resulting from

this treatment and those resulting from the translation of

the equity of subsidiaries at the beginning of the year

based on closing rates are included under the heading

“Translation reserves from consolidated equity.”

Exchange differences arising when the net investment in

foreign subsidiaries is translated are recognized in equity.

On disposal of a foreign entity, these exchange differences

are included in the income statement as part of the gain or

loss on disposal.

3.2 Scope of consolidation

3.1.3.2 Translation of foreign currency transactions

Transactions in foreign currencies are recorded at the

exchange rate prevailing on the date of the transaction.

Monetary assets and liabilities denominated in foreign

currencies are translated at the closing rate. All differences

are recorded as profit or loss, except for items that are, in

substance, part of the net investment in foreign

subsidiaries recognized in equity.

3.2.1 List of consolidated entities

The list of consolidated companies with voting rights and

equity percentages and consolidation methods appears in

the table below:

Luxembourg

Solutions 30 SE

3, rue de la Reine – L2418

Luxembourg

Parent company

Germany

SOLUTIONS 30 HOLDING GmbH

Wankelstraße 33 – 50998 Cologne

Fully consolidated

100%

Germany

SOLUTIONS 30 FIELD SERVICES

GMBH (ex Connecting Cable GMBH)

Wankelstraße 33 – 50998 Cologne

Fully consolidated

100%

Germany

Solutions 30 Gmbh

Teinacher Straße 49 – 71634

Ludwigsburg

Fully consolidated

100%

Germany

Solutions 30 Operations GmbH (ex ABM

Communication)

Bergstr. 67 – 69469 Weinheim

Fully consolidated

99.8%

Germany

SOLUTIONS 30 FIELD SERVICES SUD

GMBH (ex VKDFS)

Nimrodstraße 10-18 (Gebäude 5A) –

90441 Nürnberg

Fully consolidated

100%

Germany

Worldlink Gmbh

Hammerstr. 55 - 08523 Plauen

Fully consolidated

100%

Belgium

Unit-T (ex Janssens Group)

Schaliënhoevedreef 20T, 2800

Mechelen

Fully consolidated

70%

Country

Company and legal form

Registered office

Consolidation

method

% control

December 31, 2021

% stake

December 31, 2021

Solutions 30 | 2021 Annual Report

102

Belgium

Brabamij Technics BV

Spijker 69 2910 Essen

Fully consolidated

70%

Belgium

Brabamij Infra BV

Spijker 69 2910 Essen

Fully consolidated

70%

Belgium

Solutions 30 Field Services BVBA

Slachthuisiaan 78 BE - 2060

Antwerpen

Fully consolidated

70%

Belgium

JANSSENS FIELD SERVICES

Slachthuisiaan 78 BE - 2060

Antwerpen

Fully consolidated

100%

Belgium

JANSSENS BUSINESS SOLUTIONS

Slachthuisiaan 78 BE - 2060

Antwerpen

Fully consolidated

100%

Belgium

SOLUTIONS 30 BELGIUM

Ave Louise 486-15 1050 Bruxelles

Fully consolidated

100%

Belgium

UNIT-T FIELD SERVICES BVBA

Schaliënhoevedreef 20T 2800

Mechelen

Fully consolidated

70%

Belgium

ICT FIELD SERVICES BVBA

Schaliënhoevedreef 20T 2800

Mechelen

Fully consolidated

70%

Spain

Solutions 30 Iberia

C/ Innovacion, 7 - P.I. Los Olivos -

28906 Getafe

Fully consolidated

100%

Spain

PROVISIONA INGENIERIA

Albolote (Granada), Polígono industrial

Juncaril, Calle Purullena nº 248

Fully consolidated

100%

France

TELIMA MONEY SAS

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA INFOSERVICES

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

FORM@HOME

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

FREPART

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA NORD

16 Rue Albert Einstein - 93160 Noisy-

le-Grand

Fully consolidated

100%

France

TELIMA COMPTAGE

5 Rue de Broglie Espace de Broglie

Bât. C - 22300 Lannion

Fully consolidated

100%

France

CPCP TELECOM

ZAC N° 1 Les Bouillides - 15 Traverse

des Brucs 06560 Valbonne

Fully consolidated

100%

France

TELIMA ONSITE

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

SFM30

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA TELCO

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

ATLAN’TECH

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA RELEVE NORD

Bâtiment B - 1/3 Route de le Révolte

93200 Saint Denis

Fully consolidated

100%

France

TELIMA MANAGED SERVICES

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA NETWORKS SERVICES

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA PROFESSIONNAL SERVICES

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

TELIMA EURO ENERGY

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

SOTRANASA

35 Bd. Saint Assiscle - 66000

Perpignan

Fully consolidated

100%

France

SOLUTIONS 30 MARTINIQUE

11 Rue des Arts & Métiers - 97200 Fort

de France

Fully consolidated

100%

France

SOLUTIONS 30 GUYANE

1 Avenue Gustave Charlery - 97300

Cayenne

Fully consolidated

100%

France

TELIMA TVX

35 Boulevard Saint Assiscle – 66000

Perpignan

Fully consolidated

100%

France

BYON

20 Ter Rue Schnapper - 78100 Saint-

Germain-en-Laye

Fully consolidated

51%

France

BYON CONNECT

20 Ter Rue Schnapper - 78100 Saint-

Germain-en-Laye

Fully consolidated

51%

France

SMARTFIX30 FRANCE

39-47 Bd. Ornano Pleyad 2 – 93200

Saint Denis

Fully consolidated

100%

France

SOLUTIONS 30 GUADELOUPE

752 Petit Pérou Lotissement N30

Dugazon de Bourgogne, 97139 Les

Abymes

97139 LES ABYMES

Fully consolidated

100%

Italy

SOLUTIONS 30 ITALIA

Via dei Martinitt, 3 20146 Milano

Fully consolidated

100%

Italy

IMATEL SERVICE

Via dei Martinitt, 3 20146 Milano

Fully consolidated

100%

Italy

PIEMONTE

Via dei Martinitt, 3 20146 Milano

Fully consolidated

100%

Italy

Solutions 30 Consortile

Via dei Martinitt, 3 20146 Milano

Fully consolidated

73%

Italy

JustOne Solutions (CONTACT 30)

Via dei Martinitt, 3 20146 Milano

Fully consolidated

51%

Italy

Algor SRL

Strada Provinciale 430 6/A CAP 12070

Fully consolidated

60%

Italy

CFC ITALIA SRL

Settala (Mi), via Fermi 9, CAP 20090

Fully consolidated

70%

Italy

INTEL C SRL

Viale Angelo Filippettu, 26 20122

Milano

Fully consolidated

100%

Luxembourg

SMARTFIX30 (Lux)

3, rue de la Reine – L2418

Luxembourg

Fully consolidated

100%

Country

Company and legal form

Registered office

Consolidation

method

% control

December 31, 2021

% stake

December 31, 2021

Solutions 30 | 2021 Annual Report

103

Luxembourg

WW Brand

3, rue de la Reine – L2418

Luxembourg

Fully consolidated

100%

Luxembourg

BRAND30

3, rue de la Reine – L2418

Luxembourg

Fully consolidated

100%

Luxembourg

SOFT SOLUTIONS

3, rue de la Reine – L2418

Luxembourg

Fully consolidated

100%

Luxembourg

TECH SOLUTIONS

3, rue de la Reine – L2418

Luxembourg

Fully consolidated

100%

Morocco

SOL30MAROC

7, Résidence Rami Rue Sebta 2ème

étage Bureau 8 - Maarif - Casablanca

Fully consolidated

100%

Netherlands

BUSINESS SOLUTIONS 30 HOLLAND

Hambakenwetering 18 C - 5231 DC ‘s -

Hertogenbosch

Fully consolidated

100%

Netherlands

Solutions30 Netherlands

Hambakenwetering 10 - 5231 DC Den

Bosch - Pastbus 2186 - 5202 CD's-

Hertogenbosch

Fully consolidated

100%

Netherlands

I-HOLDING B.V.

Gertrudisstraat 12, (6003 PK) Weert

Fully consolidated

51%

Netherlands

I-PROJECTS B.V.

Kraanmeester 5, (6004 RR) Weert

Fully consolidated

51%

Poland

SOLUTIONS 30 HOLDING SP.Z O.O.

02-715 Warsaw, ul. Puławska 145

Fully consolidated

100%

Poland

SOLUTIONS 30 WSCHOD SP.Z O.O.

08-110 Żelków Kolonia (Siedlce), UL.

Akacjowa 1

Fully consolidated

100%

Poland

TELEKOM USLUGI

80-298 Gdańsk, Ul. Budowlanych 64E

Fully consolidated

100%

Portugal

SOLUTIONS 30 Portugal

Zona Industrial de Neiva, 2ª Fase -

Lote Eq1 4935-232 Viana do Castelo

Fully consolidated

100%

Portugal

BYON FIBER

Rua Antonio Ferreira Cabral Pais do

Amaral, n° 343 4640-144 Baiao

Fully consolidated

51%

Tunisia

TELIMA TUNISIE

71, avenue Alain Savary Tunis

Fully consolidated

100%

United Kingdom

SOLUTIONS 30 UK

43 Berkeley Square, London

Fully consolidated

100%

United Kingdom

COMVERGENT LIMITED

Viscount House River Lane Saltney

Chester CH4 8RH

Fully consolidated

100%

United Kingdom

COMVERGENT HOLDING LIMITED

Viscount House River Lane Saltney

Chester CH4 8RH

Fully consolidated

100%

United Kingdom

Solutions 30 UK Services Limited

Viscount House River Lane Saltney

Chester CH4 8RH

Fully consolidated

100%

Country

Company and legal form

Registered office

Consolidation

method

% control

December 31, 2021

% stake

December 31, 2021

The subsidiary companies in Germany listed below, which

are included in the consolidated financial statements as

part of the full consolidation, meet the requirements of

section 264 (3) of the German HGB:

•Solutions 30 Solutions Holding GmbH, Cologne

•Solutions 30 Field Services GmbH, Cologne

•Solutions 30 GmbH, Ludwigsburg

•Solutions 30 Operations GmbH, Weinheim

•Solutions 30 Field Services Süd GmbH, Nuremberg

The consolidated financial statements thus exempt the

aforementioned subsidiary companies from certain

accounting obligations as well as from the obligation to

disclose their respective annual financial statements in

Germany. The consolidated financial statements also have

an exempting effect for the preparation of subgroup

consolidated financial statements of Solutions 30 Holding

GmbH, Cologne, as they meet the requirements of the

German § 291 HGB. An explanation of the differences

between HGB and IFRS in accordance with Section 291

(3) No. 4 of the German HGB is not necessary, as the

exempting consolidated financial statements were

prepared in accordance with the IFRS adopted by the EU.

3.2.2 Reorganization of legal structures

In line with the actions undertaken over the past two

years, several acquisitions were carried out during the

year to consolidate the group’s operations with the aim of

reducing the number of legal structures:

■In the Netherlands, I-Projects BV and I-Works BV

were merged into one entity, effective January 1,

2021.

■Acquisition of PC30 FAMILY by FORM@HOME with

effect from January 1, 2021 (France).

■Acquisition of the companies TELIMA SUD and

TELIMA IDF by TELIMA NORD with effect from

January 1, 2021 (France).

■Acquisition of the companies TELIMA BUSINESS

SOLUTIONS, TELIMA SERVICE REGION, TELIMA

LOGISTIQUE, TELIMA DIGITAL WORLD and

TELIMA DISTRIBUTED SERVICES by TELIMA

MANAGED SERVICES with effect from January 1,

2021 (France).

■Liquidation of DIGITAL BUSINESS SOLUTIONS in

September 2021 (Germany).

■Liquidation of IMMCONCEPT MANAGEMENT with

effect from December 30, 2021 (Luxembourg).

In addition, to improve the readability of the legal

organization chart and to support the development of the

group’s activities, the following operations were carried out

in 2021:

■Change of name from Telima Belgique to Solutions 30

Belgium.

■Change of name from COMVERGENT FIELD

SERVICES to SOLUTIONS 30 UK SERVICES.

Solutions 30 | 2021 Annual Report

104

■Creation of BYON CONNECT.

■Creation of SOLUTIONS 30 GUADELOUPE.

■Acquisition of 100% of the Italian company INTEL-C

on July 27, 2021. This acquisition is not part of a

business combination and has therefore been treated

as an asset acquisition.

3.3 Subsidiary acquisitions

The accounting principles are presented in note 3.1.

3.3.1 Acquisition in 2021

In 2021, the group carried out the acquisition transactions

presented below. The allocation of the purchase price is

closed on December 31, 2021:

■Byon Fiber

On September 30, 2021, the group acquired 51% of the

share capital of Byon Fiber. This Portuguese company is

involved in designing and developing telecommunication

networks. The group paid €1,625k for this acquisition.

Acquisition-related costs, included under “other current

operating expenses” in the statement of comprehensive

income, amount to €5k.

The fair value of the acquired financial assets takes into

account receivables (mainly commercial or tax related)

whose fair value is €3,836k. It is expected that the full

contractual amounts will be recovered.

The call option granted to minority interests of €2,065k

was recognized in “Debt, long-term” (see note 8.7

“Contingent considerations and put options”), with a

counterpart entry of -€67k in minority interests (up to the

share of minority shareholders’ equity that will not be

distributed until options are exercised in 2024) and of

-€1,998k in the group share of equity (see 5.1.3 “Changes

in consolidated equity”). The residual balance on minority

interests that have not been transferred to the group share

of equity amounts to €1,041k and corresponds to

dividends to be distributed before the call option is

exercised in 2024. The fair value of the option has been

estimated from discounted future cash flows on the basis

of the company’s business plan. These put options relate

to the transfer of 49% of the capital in 2024. Their

valuation is based on percentages of the gross operating

profit for 2022 and 2023, in proportion to the shares

acquired.

This transaction resulted in €472k in recognized goodwill.

Byon Fiber contributed €39k to group revenue (after

elimination of intragroup revenue) and its contribution to

group profits between the acquisition date and the end of

the year is negligible. If this company had been acquired

on the first day of the year, the subsidiary would have

contributed €119k to group revenue and its contribution to

group profits would have been negligible.

■Acquired assets and liabilities

The fair value of the assets and liabilities acquired in

connection with the acquisition of this subsidiary by the

group in 2021 is shown in the table below:

(in thousands of euros)

BYON FIBER

Assets

Intangible assets

Property, plant and equipment

129

Right-of-use assets

197

Cash and cash equivalents

332

Trade receivables

3,836

Other current assets

223

4,720

Equity & Liabilities

Trade debts

Other current liabilities

1,317

Other non-current liabilities

937

Lease liabilities

197

2,459

Total net assets at fair value

2,261

Share of minority interests in identifiable net assets

(1,108)

Goodwill resulting from the acquisition

472

Fair value of previous investments

—

Transferred purchase contribution

1,625

Goodwill corresponds to the value of the synergies the group intends to realize once the companies have been

integrated.

Solutions 30 | 2021 Annual Report

105

Note 4 :Revenue and customers

4.1 Breakdown of revenue

The group generates revenue by providing digital

equipment installation and maintenance services.

Revenue is calculated based on the consideration the

group expects as part of its contracts with its customers,

excluding income generated on behalf of third parties. The

group recognizes revenue when it transfers control of a

product or service to the customer.

The group has 3 revenue recognition cycles:

1.On-site call-outs: On-site call-outs make up the

largest share of the group’s revenue. Solutions 30

technicians provide on-site installation and

maintenance services based on standardized work

orders submitted by customers. Revenue recognition

occurs when work orders are successfully completed

based on a contractually agreed fee for each type of

call-out. When contracts include a bonus/malus

mechanism, the impact on revenue is determined

based on reaching certain thresholds and on service

provision times. The underlying performance

indicators are measurable and can be reliably

estimated at the end of each reporting period.

2.Projects: Customers may commission the group to

design and build communication networks or electrical

installations. For these contracts, revenue is

recognized based on projects’ progress levels. This

work in progress is evaluated using the ratio between

contract costs incurred at the end of the reporting

period and estimated total contract costs. When it is

probable that total contract costs will exceed total

contract income, the expected loss is immediately

recognized as a provision for loss on completion.

Invoices to be issued or deferred income are

recognized when invoicing does not reflect project

progress.

3.Digital equipment leasing: As part of its retail

business, the group signs leases with retailers for a

period of 1 to 4 years, which include: (i) the provision

of payment solutions and (ii) support services

(helpdesk support, on-site call-outs, and equipment

exchange). For this activity, the group distinguishes

between two corresponding performance obligations:

(i)Providing payment solutions: revenue recognition

occurs when control of such equipment is transferred,

on the date the equipment is delivered. The estimate

of the recognized price for the delivery of the

equipment is based on the purchase price of the

equipment to which a margin is added.

(ii)Support services: revenue is recognized over the term

of the contract as the service is delivered. The

estimated price for this service is based on the total

value of the contract less the price for supplying the

equipment.

Solutions 30’s segment reporting is based on geographical

segments, in accordance with the internal management

data used by the group management board, and in

accordance with the principles of IFRS 8. The breakdown

by geographic segment reflects the group’s organizational

and operating model. Nevertheless, because the nature of

the services provided by the group is the same in all

countries, commercial and operational performance

monitoring indicators common to all segments can be

used.

For the purposes of presentation in the financial

statements, Belgium, the Netherlands and Luxembourg

have been grouped into a single operating segment due to

their similar economic characteristics (common customers,

pooled management, and operational teams).

Solutions 30 | 2021 Annual Report

106

The breakdown of the group’s revenue from contracts with customers by activity type is as follows:

(in thousands of euros)

France

Benelux

Other

2021

Types of activities

On-site call-outs

502,822

159,211

203,575

865,608

Leasing of payment terminals

3,559

—

3,559

Change in work in progress

871

1,200

2,743

4,814

Total revenue from contracts with customers

507,252

160,411

206,318

873,981

(in thousands of euros)

France

Benelux

Other

2020

Types of activities

On-site call-outs

514,016

136,778

159,782

810,576

Leasing of payment terminals

4,189

—

4,189

Change in work in progress

4,529

(473)

457

4,513

Total revenue from contracts with customers

522,734

136,305

160,239

819,278

Solutions 30 has for several years been entering into

major deals to roll out fiber-optic networks in France and

Europe as well as energy meters, including Linky in

France. Its main customers are either telecommunication

companies (Orange, Bouygues, Free, Vodafone, Telenet,

etc.) or energy companies (Enedis, GRDF, Fluvius, Enel,

etc.).

In 2021, only two customers generated more than 10% of

the group’s revenue individually; they represent total

revenue of €289 million, i.e. 33.1% of group revenue. In

2020, its two largest customers, individually generating

more than 10% of the group’s revenue, represent total

revenue of €322 million, i.e. 39.3% of group revenue.

A significant portion of the group’s revenue is therefore

generated by working with major “key account” type

customers. The group’s commercial relationships with

these customers are structured as several contracts

organized by geographic zone, by business, or by end-

user category.

(in thousands of euros)

2021

Customers by revenue

France

Benelux

Other

Total

Customer A

151,141

381

22,615

174,137

19.9%

Customer B

114,919

—

114,919

13.1%

Other customers representing less than 10% of

revenue

241,192

160,030

183,703

584,925

66.9%

Total revenue

507,252

160,411

206,318

873,981

100%

(in thousands of euros)

2020

Customers by revenue

France

Benelux

Other

Total

Customer A

172,030

—

23,684

195,714

23.9%

Customer B

126,641

—

126,641

15.5%

Other customers representing less than 10% of

revenue

224,063

136,305

136,555

496,923

60.7%

Total revenue

522,734

136,305

160,239

819,278

100%

Solutions 30 | 2021 Annual Report

107

4.2 Assets and liabilities on customer contracts

In its contractual relationships with its customers, the group has neither assets subject to a right to the return of assets,

nor debts that must be repaid to customers.

4.3 Trade receivables and related accounts

■Trade receivables and related accounts

Trade receivables are current financial assets, initially

recognized at par value.

■Factoring

A financial asset may be deconsolidated - i.e. removed

from the consolidated statement of financial position - if

the group transfers to a third party, through a contract, its

right to receive future cash flows derived from this asset

and the risks and rewards of owning this asset.

In order to reduce its working capital requirements, the

group has launched a non-recourse factoring program. In

the context of such an agreement, receivables for which

risks and benefits have been transferred are not

maintained under the “Trade receivables and related

accounts” item of the consolidated statement of financial

position. The transferred receivables are assessed at fair

value at the time of sale. The total amount of transferred,

and therefore deconsolidated, receivables amounted to

€92.3 million at December 31, 2021 (€93.5 million at

December 31, 2020).

In the statement of cash flows, factoring transactions are

included in the changes in working capital requirements.

■Impairment of receivables

The group recognizes an impairment for expected credit

losses on receivables and contract assets. The amount of

expected credit losses is updated at each reporting date to

reflect changes in credit risk that have occurred since the

initial recognition of the corresponding trade receivable or

contract asset.

The group always recognizes expected credit losses over

the life of trade receivables and contract assets. Expected

credit losses on these financial assets are estimated using

an allowance matrix based on the group’s history of credit

losses.

The assessment of expected credit losses is based on the

probability of default, losses in the event of a default, and

exposure in the event of a default. The assessment of the

probability of default and losses in the event of default is

based on historical data adjusted for forward-looking

information.

Given the nature of the group’s customers, mainly

composed of major corporations and the factoring system

put in place, the prospective impairment model defined by

IFRS 9 has no material impact on the amount of

impairment of the group’s trade receivables. In addition, a

fair value adjustment is made when a dispute is identified.

(in thousands of euros)

12.31.2021

12.31.2020

Trade receivables

70,876

66,841

Invoices to be issued

91,650

90,100

Trade payables - advances and down payments

3,913

881

TOTAL

166,439

157,821

In 2021, the group recorded a €0.02 million (€0.4 million in

2020) write-down of its trade receivables. All trade

receivables and related accounts are due in less than one

year.

■Contract assets

Contract assets relate to the lease contracts for payment

terminals marketed by the group.

They are recorded under “current contract assets” in the

statement of financial position if the cash flow associated

with this asset is expected to occur within 12 months of

the end of the financial year or under “non-current contract

assets” if the corresponding cash flow is expected to occur

beyond a 12-month period. At December 31, 2021,

contract assets amounted to €1.9 million (2020: €2.0

million).

Solutions 30 | 2021 Annual Report

108

Note 5: Employee costs and benefits

5.1 Workforce

People employed by the fully consolidated companies at the end of the reporting period can be broken down as follows:

Headcount

12.31.2021

12.31.2020

Managers

490

473

Employees, technicians, supervisors

6,997

6,838

TOTAL

7,487

7,311

5.2 Employee costs

The items “Employee costs” and “Other non-current operating expenses” from the statement of comprehensive income

are broken down as follows:

(in thousands of euros)

12.31.2021

12.31.2020

Wages and salaries

(212,504)

(195,089)

TOTAL

(212,504)

(195,089)

Payroll taxes on salaries are included in the “Taxes, duties

and similar payments” item in the statement of

comprehensive income.

A liability is recognized for employee benefits, such as

salaries, annual leave, and sick leave for the period during

which the related services are rendered. This is calculated

as the undiscounted amount of the benefits that the entity

expects to pay for the services rendered. These short-term

employee benefits are recorded under tax and social

security liabilities in the statement of financial position as

detailed in note 14.3.

5.3 Share-based payment

■General principles of IFRS 2

IFRS 2 requires that entities report the effects of share-

based payment transactions, including expenses related

to transactions that grant share options to staff, in their

income statement and financial position.

Grants of equity instruments (warrants, free shares, stock

options, etc.) are covered by IFRS 2 as compensation for

services rendered or to be rendered.

The fair value determined at the grant date for equity-

settled share-based payments is expensed on a straight-

line basis over the vesting period based on the group’s

estimate of the number of equity instruments that will

eventually be vested. At each reporting date, the group

revises its estimate of the number of equity instruments

that are expected to vest as a result of the effect of non-

market vesting conditions. The impact of the revision of

original estimates, if any, is recognized as net income, so

that the cumulative expense reflects the revised estimates,

with a corresponding adjustment of reserves.

The fair value of the granted instrument is the price that a

knowledgeable and willing buyer would accept to pay

under normal market conditions. It is assessed at the grant

date using option pricing models based on contractual

assumptions (e.g. exercise price or maturity) and market

assumptions (e.g. volatility or share price).

■Instruments issued by Solutions 30 covered by IFRS2

In 2021, share-based instruments were granted, which

was not the case in 2020.

Stock option plan:

In accordance with the regulations applicable to Solutions

30 SE and best practices, a multi-year incentive plan was

put forward by the Nominations and Remunerations

Committee and approved by the Supervisory Board on

September 24, 2019 to attract talent and encourage

management, including the Management Board, to take a

long-term view of their actions, to build loyalty, and to

promote the alignment of their interests with those of the

shareholders by giving them an incentive based on the

share price. It was submitted for a consultative vote at the

general meeting on June 26, 2020 and was approved with

75% of votes in favor. In return for achieving multi-year

objectives, the beneficiaries of the plan received stock

options on November 19, 2021, allowing them to acquire

group shares during the exercise period at a price of

€8.99, the latter corresponding to the average share price

at the close of the 60 trading days preceding the date of

the Supervisory Board meeting of September 23, 2019

that approved this incentive plan.

The number of stock options finally allocated under the

incentive plan depends on the level of achievement of the

following quantified objectives in 2019, 2020, and 2021:

Revenue / Adjusted EBITDA / Free cash flow / Relative

share price performance.

Solutions 30 | 2021 Annual Report

109

Taking into account the performance achieved over the

three years and the estimated number of beneficiaries

remaining at the date of exercise of the stock options, the

number of stock options to be granted under the incentive

plan should amount to 3,561,688.

Equity-settled stock option plan:

The vesting period for options is two years. The options

are cancelled if the beneficiary leaves the group before the

options can be exercised. Each stock option entitles the

holder to acquire one common share of the company

when exercised. No amount is paid or due by the

beneficiary upon obtaining the option. The options do not

carry any dividend or voting rights.

The stock options are subject to a one-year lock-up period

running from January 1, 2022 to December 31, 2022.

They can only be exercised on the following four dates:

January 31, 2023, April 30, 2023, July 31, 2023, or

November 30, 2023, and must be exercised before they

expire on November 30, 2023.

The options will be settled in shares of the company, i.e.

an equivalent number of shares corresponding in value to

the difference between the share price on the exercise

date and the exercise price.

The following table presents the details of the stock

options outstanding during the year:

Nombre

d'options

sur actions

Weighted

average

exercise

price

Unexercised stock options

outstanding at January 1, 2021

Stock options granted

3,351,688

8.99

Cancelled stock options

Expired stock options

Exercised stock options

Outstanding stock options at December

31, 2021

3,351,688

8.99

Stock options that can be exercised at

December 31, 2021

8.99

The following table presents the details of stock options

granted during the year:

2021

Number of stock options granted in 2021

3,351,688

Exercise price

8.99

Fair value of a stock option determined on the

grant date (11/19/2021)

1.42

Fair value of the stock option plan on the

grant date.

4,759,397

Share-based payment expense in 2021

341,391

The fair value of stock options will be expensed over the

remaining vesting period (2021, 2022, and 2023). The

group has used the following inputs to measure the fair

value of old and new options. The group recognized total

expenses of €341,391 in 2021 (€0 in 2020) for

transactions whose payment is based on shares and

which are settled in equity instruments.

The following table presents the inputs to the binominal

model for determining the fair value of options:

12.31.2021

12.31.2020

Weighted average share price

8.43

N/A

Weighted average exercise price

8.99

N/A

Expected volatility

55%

N/A

Expected duration (in years)

2.1

N/A

Risk-free rate

—%

N/A

Expected dividend yield

—%

N/A

5.4 Retirement commitments

5.4.1 General principles of IAS 19

For post-employment benefits that are part of defined

benefit plans in France and Italy, benefit costs are

estimated using the projected unit credit method. With this

method, benefit entitlements are allocated to periods of

service based on the plan’s vesting formula, taking into

account a linearization effect when the rate of vesting is

not uniform over subsequent periods of service. Future

payment amounts corresponding to benefits granted to

employees are valued on the basis of assumptions about

salary increases, retirement age and mortality, and then

discounted to their present value on the basis of interest

rates for long-term bonds issued by highly rated issuers.

If defined benefit plans are amended, curtailed, or settled,

the entity must recognize and measure the past service

cost or the gain or loss resulting from the settlement

without taking into account the effect of the asset ceiling. It

then determines the effect of the asset ceiling after the

plan amendment, curtailment, or settlement and record

any change to that effect.

When these calculations are revised, actuarial gains and

losses are recognized in the period in which they arise,

outside income, directly in equity under “Other changes.”

Apart from retirement commitments, there are no other

defined benefit plans for post-employment benefits in

group companies.

Legal and contractual indemnities are calculated for each

of the group’s current employees on the basis of their

theoretical length of service and retirement date, in

accordance with IAS 19.

5.4.2 Assumptions made in the valuation of employee

benefits at Solutions 30

Provisions for the Solutions 30 group are calculated on an

actuarial basis, taking into account the seniority and

remuneration of the persons concerned before retirement

age (expected at 67).

Solutions 30 | 2021 Annual Report

110

These commitments are determined on the assumption

that the employee will leave on their own initiative in 100%

of cases.

Accounting for seniority, the actuarial assumptions for the

valuation of the system were as follows. Commitment

calculations take into account:

•An average 2021 payroll tax rate between 15% and

57%, depending on the entity (compared to 15% and

57% in 2020).

•Employee turnover rates by age group ranging from

12.16% (at age 18) to 0.92% (at age 55) (the same

table was used in 2020).

•A 1.4% salary increase rate (compared to 1.4% in

2020).

•INSEE 2010-2012 mortality tables by sex.

The discount rate used is 0.98%, at December 31, 2021

(compared to 0.69% at the end of 2020).

Provisions for retirement indemnities at January 1, 2020

7,278

First-time consolidation and other *

582

Cost of services rendered during the year

1,141

Financial expenses

Amount paid in connection to departures during the year

(384)

Changes in actuarial gains and losses

270

Deconsolidation

(130)

Provisions for retirement indemnities at December 31, 2020

8,806

First-time consolidation and other *

Cost of services rendered during the year

1,246

Financial expenses

Amount paid in connection to departures during the year

(722)

Changes in actuarial gains and losses

(2,140)

Other changes

175

Provisions for retirement indemnities at December 31, 2021

7,410

*Including employees taken on under outsourcing contracts and the acquisition of contracts

Note 6: Operating income

6.1 Operating margin

The main indicator of group operating profitability is the

operating margin. It corresponds to operating income

before depreciation, amortization, reversals, and

provisions, income from the sale of holdings, the cost of

services provided by the group’s holding company and

other non-current operating income and expenses.

Solutions 30’s segment reporting is based on geographical

segments, in accordance with the internal management

data used by the group management board, and in

accordance with the principles of IFRS 8 (see note 4).

(in thousands of euros)

2021

France

Benelux

Other

countries

Revenue

873,981

507,252

160,411

206,318

—

Operating margin

82,372

66,434

22,921

2,238

(9,221)

Operating margin in %

9.4%

13.1%

14.3%

1.1%

—

(in thousands of euros)

2020

France

Benelux

Other

countries

Revenue

819,278

522,734

136,305

160,239

—

Operating margin

106,528

86,555

21,431

7,630

(9,088)

Operating margin in %

13.0%

16.6%

15.7%

4.8%

—

Solutions 30 | 2021 Annual Report

111

Details of the item “Net change in inventory and raw materials and consumables used” are given below:

(in thousands of euros)

2021

2020

Change in inventory of goods for sale

4,154

1,805

Change in raw materials, office supplies and other supplies

2,707

657

Total net change in inventory

6,861

2,462

Purchases of raw materials and goods for resale

(53,225)

(39,336)

Non-inventory purchases

(48,954)

(36,890)

Total raw materials and consumables used

(102,180)

(76,226)

TOTAL

(95,319)

(73,764)

Details of the item “Other current operating income and expenses” are given below:

(in thousands of euros)

2021

2020

Production subsidies

2,406

1,246

Computer equipment

2,325

6,494

Other current operating income

13,898

10,938

Other current operating income

18,629

18,678

Outsourcing

(335,081)

(318,689)

Travel and vehicle maintenance expenses and rental costs

(46,325)

(36,515)

Intermediaries and fees

(24,206)

(20,746)

Other purchases and expenses

(30,173)

(23,644)

Other current operating expenses

(435,785)

(399,595)

TOTAL

(417,155)

(380,917)

Other current operating income consists namely of

operating grants to cover transition costs, included in

operating income, contributed by activity drivers like

Telenet in Belgium.

It also includes a portion of income related to the

capitalization of development costs for the group’s IT

platform. Other purchases and expenses include

insurance costs, telecommunication costs, and office

overheads.

6.2 Operating income

Operating income is calculated by adding the operating margin, depreciation, amortization and impairment charges/

reversals, and the following two items:

■Income from the sale of holdings and revaluation of holdings

Details about income from the sale of holdings are described below:

(in thousands of euros)

2021

2020

Earnings on sale of holdings

—

(49)

TOTAL

—

(49)

In 2020, (€0.05) million in income from the sale of shares was generated from the sale of Italian subsidiaries and of

Connectica.

■Other non-current operating income and expenses

Other non-current operating income and expenses include

items that the group considers as having a significant,

one-time impact on operational performance during the

accounting period.

The group believes that classifying these as non-current

expenses and income improves the readability of its

operations’ intrinsic economic performance.

Solutions 30 | 2021 Annual Report

112

Details of other non-current operating income and expenses are provided below:

(in thousands of euros)

2021

2020

Proceeds on badwill

—

464

Other non-current operating income

—

Other non-current operating expenses

(13,255)

—

TOTAL

(13,245)

464

Badwill in 2020 is connected to the acquisitions of Brabamij and Algor.

Other non-current operating expenses mainly consist of exceptional expenses incurred by the group to put an end to the

violent smear campaign against it (€7.1 million), restructuring costs (€5.8 million), and expenses related to share-based

payments in 2021 (€0.3 million) (see note 5.3).

Solutions 30 | 2021 Annual Report

113

6.3 Off-balance sheet commitments related to operating activities

The list of guarantees granted (pledges, mortgages, guarantees, etc.) is given below. Guarantees received from group

companies are excluded.

Country

Principal

Type of

guarantee

Guaranteed obligations

Term

Amount in

thousands of

euros

Belgium

S30 group’s

Belgian

companies

Customer

guarantee

Obligations arising from the

performance of services under contract,

in particular those relating to the

telecom and energy businesses

Applicable during the

entire contractual

relationship

8,703

France

S30 group’s

companies

Subcontracting

guarantee

Obligations arising from a surety and

guarantee contract for the group’s

subcontractors

Applicable during the

entire contractual

relationship

5,000

Spain

S30 group’s

Spanish

companies

Customer

guarantee

Obligations arising from the

performance of services under contract,

in particular those relating to the

telecom business

Applicable during the

entire contractual

relationship

2,099

Spain

S30 group’s

Spanish

companies

Guaranty

Payment of any amount requested by

the tax authorities

Applicable during the

entire contractual

relationship

800

France

Telima Money

Indemnity bond

Obligations arising from the

performance of services under contract,

including the provision of payment

terminals

Applicable during the

entire contractual

relationship

750

France

Solutions 30

Martinique

Letter of intent

Obligations arising in the course of

commercial relations.

Applicable during the

entire contractual

relationship

350

Belgium

S30 group’s

Belgian

companies

Customer

guarantee

Obligations arising from the

performance of services under contract,

in particular those relating to the

telecom and energy businesses

Applicable during the

entire contractual

relationship

348

Poland

S30 group’s

Polish companies

Customer

guarantee

Obligations arising from the

performance of services under contract,

in particular those relating to the

telecom business

Applicable during the

entire contractual

relationship

223

Belgium

Unit-T

Lease guarantee

Obligations related to business

premises leases

Applicable during the

entire contractual

relationship

213

France

S30 group’s

French

companies

Demand

guarantee

Payment of any amount charged by the

beneficiary in connection with its

activity of any products or services

provided via its fuel cards

Applicable during the

entire contractual

relationship

150

Spain

S30 group’s

Spanish

companies

Demand

guarantee

Payment of any amount charged by the

beneficiary in connection with its

activity of any products or services

provided via its fuel cards

Applicable during the

entire contractual

relationship

150

France

Telima Logistique

Letter of intent

Obligations that arise from letters of

intent sent to customers.

7/12/2022

Netherlands

Solutions 30

Netherlands

Lease guarantee

Obligations related to business

premises leases

Applicable during the

entire contractual

relationship

Luxembourg

Solutions 30 SE

Lease guarantee

Obligations related to business

premises leases

Applicable during the

entire contractual

relationship

France

Telima Frepart /

Telima Energie

IDF

Lease guarantee

Obligations related to business

premises leases

Applicable during the

entire contractual

relationship

Solutions 30 | 2021 Annual Report

114

Note 7: Lease liabilities

7.1 Leases

At the inception of contracts, the group determines

whether they are service contracts or whether they contain

a lease commitment, i.e. whether the contract gives the

right to control the use of an identified asset for a period of

time in exchange for consideration. The group recognizes

an asset for this right of use and a corresponding lease

obligation for all leases in which it is a lessee, except for

short-term leases (defined as leases with a term of 12

months or less) and leases where the underlying asset is

of low value (€17.4 million in 2021, €13.0 million in 2020).

For these types of contracts, the group recognizes lease

payments as an operating expense on a straight-line basis

over the term of the lease, unless another systematic

method better represents the way in which the economic

benefits relating to the leased assets are distributed over

time.

The lease obligation is initially assessed as the present

value of lease payments that remain to be paid as of the

inception of the contract, calculated using the interest rate

implicit in the lease. If this rate cannot be easily

determined, the group uses its incremental borrowing rate.

Lease payments taken into account in the evaluation of

the rental obligation include:

- Fixed lease payments, including in substance, net of

receivable lease inducements.

- Variable lease payments that are based on an index or

rate, initially evaluated using the index or rate in effect at

the start date.

- The price of purchase options or penalties in the event of

termination of the lease, where the group has reasonable

certainty that such options will be exercised or that such

penalties will be due.

The lease obligation is presented as a separate line item

in the consolidated statement of financial position.

The lease obligation is subsequently assessed by

increasing the carrying amount to reflect the interest on

the lease obligation (using the effective interest rate

method) and reducing the carrying amount to reflect lease

payments made.

The group reassesses the lease obligation (and makes a

corresponding adjustment to the related right-of-use

asset):

- When there is a change in the lease term or the valuation

changes due to exercised purchase options resulting from

a significant event or change in circumstances. In this

case, the lease obligation is revalued by discounting the

revised lease payments using a revised discount rate.

- When the lease payments change due to a change in an

index or rate or a change in the amounts expected to be

paid under the residual value guarantee. In this case, the

lease obligation is revalued by discounting the revised

lease payments using an unchanged discount rate (unless

the change in lease payments results from a change in a

floating interest rate, in which case a revised discount rate

is applied).

- When a lease is amended and the amendment is not

accounted for as a separate lease. In this case, the lease

obligation is revalued based on the term of the amended

lease by discounting the value of the revised lease

payments using a revised discount rate at the effective

date of the amendment.

The group has not made any such adjustments during the

periods presented.

The right-of-use asset comprises the initial amount of the

related lease obligation and lease payments made on or

before the contract commencement date, net of lease

inducements received and initial direct costs. It is then

evaluated at cost, less accumulated depreciation and

accumulated impairment losses.

When the group incurs an obligation for the costs of

restoring the underlying asset to the condition required by

the terms of the lease, it establishes a provision which is

recognized and valued in accordance with IAS 37.

Because the costs relate to a right-of-use asset, they are

included in the cost of that asset.

Assets under rights of use are depreciated over either the

lease term or the useful life of the underlying asset,

whichever is shorter. If the effect of the lease agreement is

to transfer ownership of the underlying asset or if the cost

of the right-of-use asset takes into account the group’s

expected exercise of a purchase option, the related right-

of-use asset is depreciated over the useful life of the

underlying asset. Depreciation begins on the start date of

the lease.

Assets under rights of use are presented as a separate

line item in the consolidated statement of financial

position.

The group applies IAS 36 to determine whether an asset

for which the right of use has been granted is impaired

and recognizes any impairment loss as described in the

property, plant and equipment method.

As a simplification, IFRS 16 offers the lessee the option of

not separating rental components from non-rental

components, rather accounting for each rental component

and the related non-rental components as a single rental

component. The group has not applied this simplification

measure. When a contract contains a rental component

and one or more other rental or non-rental components,

the group allocates the consideration provided for in the

contract between all the rental components on the basis of

their relative separate price and the separate price of all

the non-rental components.

7.1.1 The group as a tenant

The group uses three types of leases to pursue its

operating activities:

•Lease agreements for vehicles used by technicians,

which make up the bulk of the group’s lease

agreements. These contracts benefit from standard

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115

terms and conditions: (i) the rental amount defined in

the contract is fixed, (ii) repair and vehicle costs are

not tied to the contract and are directly borne by the

group through the recognition of a provision, (iii) the

term of the contracts is also fixed. In the rare cases,

where the option to extend or terminate the contract

term is activated, an amendment is prepared and

integrated into the contract database. For certain

contracts, the group has the option to purchase the

vehicles, which it exercises only in extremely rare

cases.

•Real estate leases. These contracts cover the offices

the group occupies in the various countries in which it

operates, as well as storage warehouses. Where

contracts provide for the granting of benefits (rent

exemptions, etc.), the value of these benefits is

generally distributed over the term of the contract.

•Equipment leases. These contracts cover: (i) certain

specific equipment used by technicians, (ii) finance

leases for electronic banking activities, (iii) the leasing

of IT equipment. These are mainly finance leases for

equipment with fixed rents. Their term is aligned with

the depreciation period of the equipment. For certain

contracts, the group has the option to purchase the

equipment, which it exercises only in extremely rare

cases.

7.1.2 Amounts recognized in the balance sheet

The rights of use for leased assets are presented in the following table:

(in thousands of euros)

Vehicles

Property

Equipment

Total

At January 1, 2020

36,850

23,388

1,941

62,180

Increase

21,611

3,479

258

25,348

Depreciation charges

(17,029)

(5,719)

(754)

(23,502)

At December 31, 2020

41,432

21,148

1,445

64,026

Increase

18,583

9,642

28,255

Depreciation charges

(18,430)

(6,247)

(640)

(25,317)

At December 31, 2021

41,585

24,543

835

66,964

Lease debts (included in interest-bearing loans and borrowings) are provided in the following table:

(in thousands of euros)

12.31.2021

12.31.2020

At January 1st

63,522

61,890

Increase

29,126

25,290

Increase in interest

659

592

Payments

(26,721)

(24,250)

At December 31st

66,586

63,522

Current

22,842

21,712

Non-current

43,745

41,836

The maturity analysis of lease debts is presented in table 8.2 Debt.

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116

7.1.3 Amounts recognized in the income statement

The following amounts are recognized in the income statement:

(in thousands of euros)

2021

2020

Depreciation and amortization expenses for right-of-use assets

25,317

23,502

Interest expense on lease liabilities

659

592

Short-term lease expenses included in current operating expenses

17,412

13,027

Total amount recognized in income

43,388

37,121

7.1.4 Variable and fixed portion and

extension and termination options

The leases used by the group are generally fixed-rent

leases and do not include extension or termination

options. Contract indexing is only applicable to building

rents and is taken into account in the calculation of the

lease debt at the beginning of the contract. Amendments

to contract terms are infrequent and may lead, if

necessary, to the preparation of an amendment, the terms

of which are integrated into the contract reference

database.

7.1.5 Estimated weighted average incremental

borrowing rate

In order to calculate the present value of rents, the group

uses its borrowing rate at the lease commencement date,

as the interest rate implicit in the lease is not readily

determined. After the effective date, the lease debts

amount is adjusted by the amount of interest and rent

paid. The carrying amount of lease debts is also revalued

in the event that the lease terms, rents or the value of the

purchase option for the underlying asset change.

The group has valued its lease debts on the basis of the

present value of future lease payments, using the

incremental borrowing rates indicated below, taking into

account the spread specific to each country:

(as a percentage)

Incremental

borrowing rate

12.31.2021

12.31.2020

Incremental borrowing rate

France

1.0%

1.000%

Luxembourg

1.0%

1.000%

Belgium

1.0%

0.943%

0.988%

Germany

1.0%

0.863%

0.906%

Italy

1.0%

1.670%

1.544%

Netherlands

1.0%

0.898%

0.934%

Poland

1.0%

2.055%

2.067%

Portugal

1.0%

1.155%

N/A

United Kingdom

1.0%

1.559%

1.565%

Spain

1.0%

1.158%

1.178%

Note 8: Loans and related debts

8.1 Important facts

In 2018, the group negotiated a loan of €130 million over a

period of 6 years with an interest rate of 1%, including a

credit line of up to €75 million to finance its external growth

strategy, which can be drawn down until December 2021.

The financial ratio is respected at December 31, 2020 and

December 31, 2021 (Net financial liabilities/Consolidated

EBITDA).

8.2 Debt

Bank borrowings are financial liabilities valued at

amortized cost using the effective interest rate method.

The effective interest rate method calculates the amortized

cost of a financial liability and allocates an interest

expense during the reporting period. The effective interest

rate is the rate that exactly discounts the estimated future

cash payments (including all commissions and points paid

or received that are an integral part of the effective interest

rate, transaction costs, and other premiums and

discounts) over the expected life of the financial liability or,

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117

if appropriate, over a shorter period, at the amortized cost

of a financial liability.

Accounting principles relating to financial liabilities tied to

contingent considerations on acquisitions (“future

earnouts”) or put options granted to minority interests are

presented in note 3.1.

The group’s financial debt consists mainly of:

–Bank loans

–Debts related to contingent considerations (“future

earnouts”) on acquisitions or put options granted to

minority interests for shares in group subsidiaries that

are not wholly owned, presented below under other

loans and related debts

–Hedging instruments (see note 8.3)

Debt, long-term

(in thousands of euros)

12.31.2021

12.31.2020

Loans from credit institutions, long-term

50,512

71,977

Other loans and related debts

16,247

24,046

TOTAL

66,759

96,024

Debt, short-term

(in thousands of euros)

12.31.2021

12.31.2020

Short-term loans from credit institutions, lines of credit, and bank overdrafts

27,022

28,068

Other loans and related debts, current

2,538

572

TOTAL

29,560

28,640

Change in bank debt

The change in the group’s bank debt is detailed as follows:

“Non-cash” variations

12.31.2021

(in thousands of euros)

01.01.2021

Cash flows

Changes in

scope

Reclassification

schedule

Long-term debt

71,977

1,739

860

(24,064)

50,512

Short-term debt

28,068

(25,603)

493

24,064

27,022

Total liabilities from financing activities

100,045

(23,864)

1,353

—

77,534

“Non-cash” variations

12.31.2020

(in thousands of euros)

01.01.2020

Cash Flows

Changes in

scope

Reclassification

schedule

Long-term debt

65,827

30,143

692

(24,685)

71,977

Short-term debt

21,326

(22,218)

4,275

24,685

28,068

Total liabilities from financing activities

87,153

7,925

4,967

—

100,045

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118

Debt maturities

Loans and long-term debt from credit institutions are due between 2022 and 2026.

(in thousands of euros)

12.31.2021

2022

2023

2024

2025

2026 and

beyond

Loans and bank overdrafts

77,495

27,022

24,381

24,180

1,179

733

Interest expense

1,292

680

418

161

Hedging instruments

—

Lease liabilities

66,587

22,842

17,716

12,029

6,536

7,464

Other loans and related debts

18,785

2,538

7,602

3,525

3,726

1,394

8.3 Cash flow interest rate risk

Loans from credit institutions are mainly subject to variable

rates.

■Exposure level

The group’s exposure to the risk of changing market

interest rates is linked to its financial debt levels. Interest

rate management is an integral part of debt management.

During the first half of 2019, the Solutions 30 group

entered into an interest rate swap to hedge against the

risk of a change in interest rates relating to the repayment

of its loan. An interest rate swap is a derivative instrument

that is assessed at fair value at the time the contract is

negotiated and subsequently revalued at fair value at each

reporting date. This derivative is recognized as an asset

when the fair value is positive and as a liability when the

fair value is negative.

At December 31, 2021, the fair value of the derivative

instrument was €39k (2020: €155k); it is included under

“Debt, long-term” in the consolidated statement of financial

position. The change in fair value is recorded under

“financial expenses” in the consolidated statement of

comprehensive income.

Its characteristics are as follows:

Type

Interest rate swap

Notional principal

€54,325,000, amortized on a straight-line basis until maturity

Agreement date

March 18, 2019

Start date

March 20, 2019

Termination date

December 20, 2024

Cash flows

Receives Euribor 3M, pays 0.2075%

Settlement dates

June 20, September 20, December 20, and March 20

8.4 Liquidity risk

The Solutions 30 group has short-, medium- and long-term

bank loans, with €77.5 million in remaining principle at

December 31, 2021, compared with €100.0 million at the

end of 2020.

The group’s credit agreement contains early repayment

clauses in the event of non-compliance with the agreed

covenants, in particular maintaining the “net bank debt /

EBITDA” ratio below a threshold of 2.5. At December 31,

2021, the group is in compliance with this financial ratio

given its sound financial health.

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119

8.5 Financial income and expenses

The group’s financial income and expenses break down as follows:

(in thousands of euros)

2021

2020

Interest expenses

(2,813)

(2,560)

Foreign exchange gains

682

Foreign exchange losses

(102)

(894)

Change in fair value of swaps

115

Other financial income

6,944

423

Other financial expenses

(643)

(1,164)

TOTAL

4,183

(4,146)

Other financial income is mainly related to changes in the

value of contingent considerations, amounting to €6.4

million (2020: €0.05 million) (see note 8.7). Other financial

expenses mainly correspond to the costs of factoring

programs. Interest expenses are mainly related to interest

on bank loans.

8.6 Off-balance sheet commitments related

to group financing

As a guarantee for the loan of €130 million secured in

2018, the group signed an agreement to pledge shares in

Telima Frepart.

8.7 Contingent considerations and put

options

Contingent considerations (“earnouts”), call options, and

put options are assessed at fair value and recorded under

“Debt, short-term” in the statement of financial position if

they are due within 12 months of the end of the fiscal year,

or under “Debt, long-term” if they are due beyond a 12-

month period.

The change in the fair value of debts related to future

earnouts, put options, and call options is presented in the

table below:

(in thousands of

euros)

01.01.2021

Increase

Earnout

payment

Cumulative

translation

Fair value

adjustment

12.31.2021

Earnouts

16,923

—

(3,804)

238

(3,596)

9,761

Put options

7,695

4,131

—

(2,802)

9,024

TOTAL

24,618

4,131

(3,804)

238

(6,399)

18,785

The increases are related to the recognition of call options

for Byon Fiber (see note 3.3.1) and Byon S.A.S (see

below) amounting to €4,131k:

Following an amendment to the exercise conditions dated

September 30, 2021, the call option of €2,065k granted to

minority interests of Byon S.A.S. has been recognized in

“Debt, long-term,” with a counterpart entry reducing

minority interests for the same amount. The residual

difference on minority interests was transferred to group

equity, totaling €1,105k (see 5.1.3 “Change in

consolidated equity”). The fair value of the options has

been calculated based on discounted future cash flows

predicted by the company’s business plan. These put

options relate to the transfer of 49% of the capital in 2024.

Their valuation is based on percentages of the gross

operating profit for 2022 and 2023, in proportion to the

shares acquired. The exercise price of call options granted

to the group by minority interests is equal to its market

value. Consequently, the fair value of these call options is

insignificant at the acquisition date and at December 31,

2021

In accordance with the terms of the acquisition agreement

concluded with the former owners of ABM, the group

agreed to pay an earnout based on the performance of the

acquired company, during the month of July 2021. At

December 31, 2020, ABM’s performance was already

taken into account in the earnout estimate. The settlement

of this sum for €3.2 million in July 2021, is included in the

change in “Debt, short-term” in the consolidated statement

of financial position at December 31, 2021.

The fair value of contingent considerations for put and call

options is based on the present value of probable future

cash flows taking into account the group’s contractual

commitments (level 3). Changes in fair value have been

recognized in the consolidated statement of

comprehensive income under “Financial income”.

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120

The group undertook an analysis of whether the fair value

of put options and contingent considerations was

reasonable given the modifications that had been made to

the main assumptions used to determine this fair value.

The calculations determined that they were reasonable

and that a variation of 5% in assumptions about future

cash flows would have had the following impact on the

resulting fair values, and therefore the group’s

consolidated financial statements at December 31, 2021.

Sensitivity to future cash flow

(in millions of euros)

- 5 %

+ 5 %

Earnouts

(806)

606

Put options

(1,787)

2,200

TOTAL

(2,593)

2,807

Note 9: Income tax

■Tax payable

Current tax payable is based on taxable profit for the year.

Taxable profit differs from the net earnings reported in net

income because it excludes income and expense items

that were taxable or deductible in other years, as well as

items that are never taxable or deductible. The group’s

payable tax liability is calculated using currently adopted,

or nearly adopted tax rates at the end of the reporting

period.

A liability is recognized for positions for which the tax

calculation is uncertain, but for which it is considered

probable that there will be an outflow of a future liability to

a tax authority. Liabilities are valued at the best estimate of

the amount expected to be paid. The assessment is based

on the judgment of the group’s tax specialists supported

by their previous experience with these activities and, in

some cases, on the tax opinions of independent

specialists.

■Deferred taxes

Deferred tax is the tax that the entity expects to pay or

recover on differences between the carrying amounts of

assets and liabilities reported in the financial statements

and the corresponding tax bases used in the computation

of taxable profit, and is accounted for using the tax liability

method. Deferred tax liabilities are generally recognized

for all taxable temporary differences and deferred tax

assets are recognized to the extent that it is probable that

taxable profit will be available against which deductible

temporary differences can be used. Such assets and

liabilities are not accounted for if the temporary difference

is due to the initial recognition of goodwill or the initial

accounting of other assets and liabilities related to a

transaction (other than a business combination) that does

not affect taxable earnings or accounting income.

Deferred tax liabilities are recognized for all taxable

temporary differences relating to investments in

subsidiaries, associates and joint ventures, except where

the group is able to control the timing of the reversal of the

temporary difference and it is probable that the temporary

difference will not reverse in the foreseeable future.

Deferred tax assets arising from deductible temporary

differences generated by such investments are recognized

only if it is probable that taxable profit will be sufficient to

allow the benefits of the temporary difference to be used

and that the temporary difference will reverse in the

foreseeable future.

The carrying amount of deferred tax assets is reviewed at

each balance sheet date and reduced if it is no longer

probable that sufficient taxable profit will be available to

allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are

expected to apply to the period when the liability will be

settled or the asset realized, based on tax rates and tax

laws that have been enacted or substantively enacted at

the balance sheet date.

The evaluation of deferred tax liabilities and assets reflects

the tax consequences that would result from the way in

which the group expects, at the end of the reporting

period, to recover or settle the carrying amount of its

assets and liabilities.

Current tax and deferred tax are recognized in net profit or

loss unless they relate to items that have been recognized

in other items of comprehensive income or directly in

equity, in which case current tax and deferred tax are also

recognized in other items of comprehensive income or

directly in equity, respectively. If current or deferred tax

arises from the initial recognition of a business

combination, the tax effect is included in the recognition of

the business combination.

■Recognition of value-added contribution (CVAE)

The CVAE levy, which meets the definition of an income

tax as set out in IAS 12, is recognized as income tax.

In 2021, the group paid €1.9 million in CVAE, compared to

€3.2 million in 2020.

■Tax consolidation

Two tax consolidation regimes are in effect within the

group. In France, the permanent establishment Solutions

30 heads the group that consolidates twenty something

French companies. In Germany, Solutions 30 Holding

heads a tax group consisting of the group’s German

subsidiaries.

Only newly created entities fall outside of this tax

consolidation the first year of their existence.

Solutions 30 | 2021 Annual Report

121

9.1 Reconciliation between theoretical tax and effective tax

The reconciliation between the corporate income tax shown in the income statement and the theoretical tax that would

be due based on rates in Luxembourg was as follows for fiscal years 2021 and 2020:

(in thousands of euros)

2021

2020

Income before tax

17,063

44,258

Parent company tax rate

24.9%

Theoretical tax

(4,256)

(11,038)

Impact from associates

—

Creation and use of tax loss carryforwards

3,854

1,430

Non-capitalized loss carryforwards

(300)

(1,201)

Effect of permanent tax differences

8,307

5,272

Effect of badwill

—

124

Net tax impact of the CVAE levy

(1,893)

(3,207)

Impact of differences in tax rates

954

838

Tax credits and anticipated payments that will generate tax credits

315

453

Other

(1,553)

(1,117)

Corporate income tax

5,428

(8,414)

Of which: Current taxes

(9,372)

(16,143)

Deferred taxes

14,800

7,729

The permanent differences mostly correspond to the effect of the intellectual property tax regime.

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122

9.2 Deferred taxes

At December 31, 2021, the sources of deferred tax are as follows:

(in thousands of euros)

01.01.2021

Other

movements

Other and

currency

translation

adjustments

Impact on

income

12.31.2021

Temporary differences from tax returns

Employee profit-sharing and paid holidays

322

—

507

829

Other temporary tax differences

336

—

390

Temporary differences related to consolidation

adjustments

Capitalized loss carryforwards

7,194

(2,256)

—

10,730

15,668

Provision for retirement indemnities

1,724

—

(535)

134

1,323

Other differences

710

2,256

136

3,169

Offsetting deferred tax assets and liabilities

(1,756)

(1,350)

—

(3,106)

Deferred tax assets

8,530

—

(1,821)

11,560

18,273

Customer relationships

(29,180)

—

(186)

3,543

(25,822)

Other differences

(1,212)

—

(32)

(304)

(1,547)

Offsetting deferred tax assets and liabilities

1,757

—

1,355

—

3,112

Deferred tax liabilities

(28,635)

—

1,140

3,240

(24,258)

Total net deferred taxes

(20,105)

—

(681)

14,800

(5,984)

At December 31, 2020, the sources of deferred tax are as follows:

(in thousands of euros)

01.01.2020

Change in

scope

Other and

currency

translation

adjustments

Impact on

income

12.31.2020

Temporary differences from tax returns

Employee profit-sharing and paid holidays

306

—

322

Other temporary tax differences

290

—

336

Temporary differences related to consolidation

adjustments

Capitalized loss carryforwards

4,567

—

415

2,212

7,194

Provision for retirement indemnities

1,747

—

(87)

1,724

Other differences

838

(173)

710

Offsetting deferred tax assets and liabilities

(1,467)

—

(289)

—

(1,756)

Deferred tax assets

6,281

2,193

8,530

Customer relationships

(28,830)

(6,173)

152

5,671

(29,180)

Other differences

(716)

—

(362)

(134)

(1,212)

Offsetting deferred tax assets and liabilities

1,320

—

437

—

1,757

Deferred tax liabilities

(28,226)

(6,173)

227

5,537

(28,635)

Total net deferred taxes

(21,945)

(6,134)

244

7,729

(20,105)

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123

9.3 Tax losses

Capitalization of tax losses

On the basis of tax loss consumption forecasts, the group

has capitalized tax losses resulting in tax income of €10.3

million.

Loss carryforwards

The change in capitalized tax loss carryforwards for

subsidiaries are shown in the table below:

(in thousands of euros)

Base 12.31.2020

Use of loss

carryforwards

Creation of loss

carryforwards

Reclassification

Base 12.31.2021

France

13,423

(656)

4,225

(9,340)

7,652

Germany

12,561

—

7,306

—

19,867

Poland

662

(263)

1,742

—

2,140

Spain

—

7,562

—

7,562

Italy

—

3,610

—

3,610

Luxembourg

—

17,865

—

17,865

Total

26,646

(920)

42,310

(9,340)

58,696

Terms

Breakdown of these tax loss carryforwards by maturity:

Base

12.31.2021

Year of expiration

(in thousands of euros)

2022

2023

2024

2025

Maturities

beyond 2026

Indefinitely

Tax loss carryforwards

58,696

—

17,865

40,832

58,696

—

17,865

40,832

Base

12.31.2020

Year of expiration

(in thousands of euros)

2021

2022

2023

2024

Maturities

beyond 2025

Indefinitely

Tax loss carryforwards

26,646

—

26,646

—

26,646

Note 10: Intangible assets and property, plant and equipment

10.1 Breakdown of major assets by sector

Solutions 30’s segment reporting is based on geographical

segments, in accordance with the internal management

data used by the group management board, and in

accordance with the principles of IFRS 8 (see note 4).

Solutions 30 | 2021 Annual Report

124

(in thousands of euros)

12.31.2021

France

Benelux

Other

Goodwill

56,009

25,899

28,345

1,765

Other intangible assets

132,625

29,536

54,463

48,626

Property, plant and equipment

18,613

6,421

3,192

9,000

(in thousands of euros)

12.31.2021

France

Benelux

Other

Goodwill

55,533

25,899

28,345

1,289

Other intangible assets

146,875

38,592

58,143

50,140

Property, plant and equipment

15,509

7,231

2,729

5,549

10.2 Goodwill

The accounting principles relating to goodwill are

presented in note 3.1.

Movements during the period

Goodwill amounts are presented in the table below:

(in thousands of euros)

Gross values

Impairments

Net values

01.01.2020

55,430

—

55,430

Subsidiary acquisitions

145

—

145

Translation adjustments and other changes

(42)

—

(42)

12.31.2020

55,533

—

55,533

Subsidiary acquisitions *

472

—

472

Translation adjustments and other changes

—

12.31.2021

56,009

—

56,009

* The change in goodwill is related to the acquisitions of subsidiaries described in note 3.3.1.

Subsequent monitoring of fixed assets

Cash-generating units (CGUs) are identified on the basis

of geographical segments. At December 31, 2021, the

group had 7 CGUs.

All cash-generating units including goodwill and assets

with definite and indefinite useful lives are subject to

review by management and an impairment test at the end

of each fiscal year in the event of an indication of

impairment.

An impairment loss is recognized as soon as the carrying

amount of a cash-generating unit exceeds its recoverable

amount. Impairment losses are recognized in the income

statement.

The recoverable amount is the highest value between the

asset’s net selling price and its value in use.

The value in use is determined by discounting future cash

flows.

An impairment loss recognized for a cash-generating unit

is allocated first to the reduction of the carrying amount of

goodwill in the cash-generating unit, then to the reduction

of the carrying amount of the other assets in the unit in

proportion to the carrying amount of each asset in the unit.

Except for goodwill, impairment losses recorded in

previous years are reversed when the estimates used to

determine them change.

The carrying amount of an asset that has increased due to

the reversal of an impairment loss never exceeds the

carrying amount that would have been determined (net of

amortization or impairment) had no impairment loss been

recognized for this asset in previous years.

Valuation methods applied to continuing operations

The recoverable amount of cash-generating units is

determined using the value-in-use calculation, which is

based on discounted cash flow projections (DCF method)

using the discount rates and assumptions presented

below:

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125

Rate of growth

(current year +1 and +6)

Rate of growth

(terminal value)

Discount rate

12.31.2021

12.31.2020

12.31.2021

12.31.2020

12.31.2021

12.31.2020

France

2.92%

7.97%

2.00%

7.00%

6.90%

Benelux

12.70%

10.55%

2.00%

6.60%

Spain

6.62%

9.87%

2.00%

7.50%

7.60%

Italy

11.47%

17.83%

2.00%

7.70%

8.40%

Germany

6.56%

13.23%

2.00%

6.40%

6.30%

Poland

11.18%

12.25%

2.00%

6.70%

7.10%

United Kingdom

35.20%

—%

2.00%

—%

7.60%

—%

Business forecasts are based on the operating budgets

set by management for 2022. From 2024 onwards,

organic growth will decline to a normative level of 5% over

a 5-year horizon. Management’s estimate of growth rates

per cash-generating unit is based on to past performance

and the business outlook of the underlying markets.

On the basis of these estimates, these impairment tests

did not lead to the recognition of any impairment at the

level of all CGUs at December 31, 2021, and at December

31, 2020.

Sensitivity analysis of the value in use of CGUs to the

assumptions used

The group performed an analysis of the sensitivity of the

impairment test to changes in the main assumptions used

to determine the recoverable amount of each group of

CGUs to which the assets are allocated.

Sensitivity to

discount rates

Sensitivity to

long-term growth rates

(in millions of euros)

0.50%

-0.50%

0.50%

-0.50%

Sensitivities of values in use at December 31, 2021

France

(73)

(54)

Benelux

(33)

(23)

Spain

(4)

(3)

Italy

(2)

(1)

Germany

(5)

(3)

Poland

(2)

(1)

United Kingdom

(4)

(3)

Sensitivities of values in use at December 31, 2020

France

(74)

(54)

Benelux

(25)

(18)

Spain

(4)

(3)

Italy

(2)

(1)

Germany

(13)

(9)

Poland

(2)

(1)

These sensitivity calculations show that a change of 50 basis points in the discount rate assumptions or a change of 50

basis points in the long-term growth rates would not have a material impact on the results of the impairment tests and

therefore on the group’s consolidated financial statements at December 31, 2021 and at December 31, 2020. No

impairment would be recognized.

Solutions 30 | 2021 Annual Report

126

10.3 Other intangible assets

■Customer relationships

The value of customer relationships is based on

discounted cash flows generated by fulfilling the main

contracts acquired. The amortization period is the

estimated time for the consumption of the majority of the

economic benefits flowing to the company and varies from

6 to 15 years.

■Other intangible assets

Other intangible assets are accounted for at cost, less

cumulative amortization and any impairment loss.

These intangible assets primarily consist of patents,

software, and brands. Amortization is recognized as an

expense on a straight-line basis over the useful life of the

asset.

Amortization methods and terms used for all intangible

assets are as follows:

Intangible assets

Duration

Concessions, patents, and licenses

5 to 10 years

Software

3 years

Websites

1 to 3 years

Customer relationships

6 to 15 years

An intangible asset is derecognized on disposal or when

no future economic benefits are expected from its use or

disposal. The gain or loss related to the derecognition of

an intangible asset (calculated as the difference between

the net proceeds from the disposal of the asset and its

carrying amount) is recognized in profit or loss when the

asset is derecognized.

Changes in intangible assets can be broken down as

follows:

(in thousands of euros)

Customer

relations and

contracts

Other

intangible

assets

Total

Net value at 01.01.2020

98,724

30,399

129,123

Gross value at 01.01.2020

124,239

45,532

169,771

Fixed assets acquired

3,075

9,001

12,076

Fixed assets sold or scrapped

—

(100)

Changes in scope

27,393

104

27,497

Transfer

3,500

(3,500)

—

Cumulative translation adjustments

(316)

(255)

Gross value at 12.31.2020

157,891

51,098

208,989

Value of amortization at 01.01.2020

(25,515)

(15,133)

(40,648)

Amortization and impairments for the period

(12,996)

(8,502)

(21,498)

Cumulative translation adjustments

—

Value of amortization at 12.31.2020

(38,479)

(23,635)

(62,114)

Net value at 12.31.2020

119,412

27,463

146,875

Solutions 30 | 2021 Annual Report

127

(in thousands of euros)

Customer

relations and

contracts

Other

intangible

assets

Total

Net value at 01.01.2021

119,412

27,463

146,875

Gross value at 01.01.2021

157,891

51,098

208,989

Fixed assets acquired

2,595

7,452

10,047

Fixed assets sold or scrapped

(2,401)

(2,393)

Changes in scope

—

Cumulative translation adjustments

1,008

1,095

Gross value at 12.31.2021

159,093

58,687

217,780

Value of amortization at 01.01.2021

(38,479)

(23,635)

(62,114)

Amortization and impairments for the period

(14,705)

(10,650)

(25,355)

Fixed assets sold or scrapped

2,401

(5)

2,396

Changes in scope

—

(39)

Cumulative translation adjustments

(31)

(12)

(43)

Value of amortization at 12.31.2021

(50,814)

(34,341)

(85,155)

Net value at 12.31.2021

108,279

24,346

132,625

10.4 Property, plant and equipment

Property, plant and equipment are valued at their

acquisition cost (purchase price plus related fees) or their

production cost.

The asset’s acquisition cost is the purchase price including

costs that are directly attributable and necessary for the

use of the asset as expected by management as well as

financing costs before operational launch.

They are depreciated on a straight-line basis depending

on the probable useful life of the assets in question.

The main useful lives used are as follows:

Property, plant and equipment

Duration

Buildings

5 to 10 years

Technical facilities and machinery

3 to 5 years

Other facilities, tools, and equipment

3 to 5 years

Property, plant and equipment items are derecognized on

disposal or when no future economic benefits are

expected from their use or disposal. The gain or loss

arising from the disposal or retirement of an asset,

corresponding to the difference between the sale

proceeds and the carrying amount of the asset, is

recognized in net profit or loss.

Solutions 30 | 2021 Annual Report

128

Changes in property, plant and equipment are broken down as follows:

(in thousands of euros)

Construction

and

land

Technical

facilities

and

machines

Other

property, plant

and equipment

Fixed assets

in-progress

Total Fixed

assets property,

plant

and equipment

Net value at 01.01.2020

321

4,571

8,843

249

13,983

Gross value at 01.01.2020

1,066

10,859

17,428

249

29,601

Fixed assets acquired

277

2,084

2,706

237

5,304

Fixed assets sold or scrapped

—

(218)

(387)

(129)

(734)

Changes in scope

1,198

792

2,557

—

4,547

Cumulative translation

adjustments

(1)

(25)

(92)

(10)

(128)

Gross value at 12.31.2020

2,540

13,492

22,212

347

38,590

Value of amortization at

01.01.2020

(746)

(6,288)

(8,585)

—

(15,619)

Amortization and impairments

for the period

(151)

(1,367)

(3,573)

—

(5,091)

Recovery of amortization on

assets that were sold or

scrapped

—

154

211

—

365

Changes in scope

(316)

(574)

(1,875)

—

(2,765)

Cumulative translation

adjustments

—

Value of amortization at

12.31.2020

(1,213)

(8,068)

(13,800)

—

(23,081)

Net value at 12.31.2020

1,327

5,424

8,412

347

15,509

(in thousands of euros)

Construction

and

land

Technical

facilities

and

machines

Other

property, plant

and equipment

Fixed assets

in-progress

Total Fixed

assets property,

plant

and equipment

Net value at 01.01.2021

1,327

5,424

8,412

347

15,509

Gross value at 01.01.2021

2,540

13,492

22,212

347

38,590

Fixed assets acquired

196

4,160

5,182

101

9,639

Fixed assets sold or scrapped

(4)

(747)

(316)

(219)

(1,286)

Changes in scope

—

392

—

392

Cumulative translation

adjustments

—

Gross value at 12.31.2021

2,732

16,921

27,507

230

47,389

Value of amortization at

01.01.2021

(1,213)

(8,068)

(13,800)

—

(23,081)

Amortization and impairments

for the period

(120)

(2,370)

(3,593)

—

(6,083)

Recovery of amortization on

assets that were sold or

scrapped

—

222

456

—

678

Changes in scope

—

(263)

—

(263)

Cumulative translation

adjustments

—

(6)

(21)

—

(27)

Value of amortization at

12.31.2021

(1,333)

(10,222)

(17,221)

—

(28,776)

Net value at 12.31.2021

1,399

6,699

10,286

230

18,613

Solutions 30 | 2021 Annual Report

129

Note 11 : Equity and earnings per share

11.1 Changes in share capital

At December 31, 2021, the capital consists of 107,127,984

shares at a par value of €0.1275.

Number of shares

12.31.2021

12.31.2020

Number of ordinary shares

107,127,984

Total number of shares

107,127,984

Nature of the reserves

The legal reserve is constituted at the end of each year, as

a minimum of 5% of profits of Solutions 30 SE and up to

10% of share capital. The group’s reserves correspond to

the sum of the group’s accumulated profits and losses, as

well as other comprehensive income. Translation reserves

result from the translation of group company assets and

liabilities expressed in foreign currencies on consolidation.

11.2 Average number of shares and earnings per share

11.2.1 Reconciliation of earnings used in EPS

calculation

Basic earnings per share before dilution (basic earnings

per share) of €0.201 (€0.322 in 2020) correspond to the

group’s share of net income, based on the weighted

average number of shares outstanding during the year.

2021

2020

Earnings, group share (in thousands of euros)

21,485

34,500

Basic earnings per share

0.201

0.322

Diluted earnings per share

0.201

0.322

To calculate diluted earnings per share, the weighted

average number of shares outstanding of 107,127,984

(107,127,984 in 2020) is adjusted to take into account the

potentially dilutive effect of all equity instruments issued by

the group, especially stock options.

Dilution resulting from the exercise of stock options is

determined in accordance with the method defined by IAS

33. In accordance with this standard, plans whose

exercise price is higher than the average share price since

the option was granted are excluded from the calculation

of diluted earnings per share.

11.2.2 Weighted average number of shares used as the denominator

In 2021, there are no more outstanding potentially dilutive instruments.

(in numbers of shares)

12.31.2021

12.31.2020

Weighted average number of ordinary shares, used as the denominator when calculating

basic income per share

107,127,984

Adjustments for the calculation of diluted earnings per share:

—

Weighted average number of ordinary shares and potential ordinary shares used as a

denominator in the calculation of diluted earnings per share

107,127,984

11.3 Capital risk management

The group manages its capital in such a way as to ensure

that its entities will be able to continue operations while

maximizing shareholder return through the optimization of

the debt/equity ratio. The group’s overall strategy

remained the same as in 2020.

The group’s capital structure consists of net debt

(borrowings, detailed in note 8.4, net of cash and bank

Solutions 30 | 2021 Annual Report

130

balances) and group equity (which includes issued capital,

reserves, retained earnings, and minority interests).

The group is not subject to any external capital

requirements.

To manage its capital, the group uses a leverage ratio

equal to net bank debt divided by group equity. The group

has a target capital structure ratio of between 0% and

40%. At December 31, 2021, the capital structure ratio

was 29% (38% in 2020).

11.4 Minority interests

The following table presents details of the group’s non-wholly owned subsidiaries in which minority interests are material:

Attributable to minority

interests

Net income attributable to

minority interests

Minority interests

(in thousands of euros)

12.31.2021

12.31.2020

12.31.2021

12.31.2020

12.31.2021

12.31.2020

ABM

0,2%

0.2%

(7)

Unit-T *

30,0%

30.0%

498

13,664

13,167

Solutions 30 Field Services *

30,0%

30.0%

137

338

(2,836)

(2,973)

Unit-T Field Services *

30,0%

30.0%

241

483

385

ICT Field Services *

30,0%

30.0%

108

464

418

Byon SAS

49,0%

587

—

3,171

I-HOLDING BV

49%

—

(62)

I-PROJECTS B.V.

49%

(204)

—

Brabamij Infra BV *

30%

(26)

(58)

Brabamij Technics BV *

30%

(4)

152

BYON FIBER

49%

—%

257

—

1,298

—

Other

—

176

Total

1,006

1,344

13,269

14,390

*Companies related to Unit-T.

Note 12: Other provisions and contingent

liabilities

Provisions are recognized if the group has a present

obligation (legal or constructive) as a result of a past

event, if it is probable that the group will be required to

settle the obligation and if the amount of the obligation can

be reliably estimated.

The amount recognized as a provision is the best estimate

of the consideration required to settle the present

obligation as of the reporting date, taking the obligation’s

risks and uncertainties into account. If a provision is

evaluated based on the estimated cash flow required to

settle the present obligation, its carrying amount is the

present value of those cash flows (where the effect of the

time value of money is material).

If it is expected that some or all of the economic benefits

necessary to settle a provision will be recovered from a

third party, an amount receivable is recognized as an

asset if it is virtually certain that the repayment will be

received and if the amount receivable can be measured

reliably. The purpose of provisions is to cover losses or

debts that are clearly limited in nature and which, at the

balance sheet date, are either probable or certain, but

whose amount and date of occurrence are unknown.

Solutions 30 | 2021 Annual Report

131

12.1 Non-current provisions

Non-current provisions can be broken down as follows:

(in thousands of euros)

01.01.2021

Change

scope

Increases

Decreases

Change

in actuarial

differences

12.31.2021

Retirement indemnities

8,224

—

1,921

(604)

(2,139)

7,402

Provisions for legal disputes

3,629

2,131

(1,374)

—

4,462

Other non-current provisions

13,083

—

101

(3,860)

—

9,324

TOTAL

24,936

4,153

(5,838)

(2,139)

21,188

(in thousands of euros)

01.01.2020

Change

scope

Increases

Decreases

Change

in actuarial

differences

12.31.2020

Retirement indemnities

7,278

(130)

1,190

(384)

270

8,224

Provisions for legal disputes

542

—

3,087

—

3,629

Other non-current provisions

11,046

2,963

(946)

—

13,083

TOTAL

18,866

(110)

7,240

(1,330)

270

24,936

In France and Italy, retirement indemnities are part of

employee benefits and are presented in note 5 “Employee

benefits.”

Provisions for litigation correspond to ongoing commercial,

employment, or administrative disputes and litigation.

Other non-current provisions include namely social

provisions related to outsourcing contracts.

12.2 Current provisions

Current provisions can be broken down as follows:

(in thousands of euros)

01.01.2020

Increases

Decreases

12.31.2021

Provisions for reconditioning

1,118

379

(425)

1,072

Retirement indemnities

582

(580)

TOTAL

1,700

385

(1,005)

1,080

(in thousands of euros)

01.01.2020

Increases

Decreases

12.31.2020

Provisions for reconditioning

757

611

(250)

1,118

Retirement indemnities

—

600

(18)

582

TOTAL

757

1,211

(268)

1,700

Solutions 30 | 2021 Annual Report

132

Note 13: Other non-current assets

13.1 Non-current financial assets

Details of non-current financial assets are presented below:

(in thousands of euros)

Gross values

Amortization and

impairments

12.31.2021

Net values

Loans, deposits, guarantees and other

3,221

(442)

2,779

Equity investments

101

—

101

TOTAL

3,322

(442)

2,880

(in thousands of euros)

Gross values

Amortization and

impairments

12.31.2020

Net values

Deposits, guarantees and other

2,811

(460)

2,350

Equity investments

—

TOTAL

2,866

-460

2,405

Note 14: Current assets and liabilities

14.1 Other receivables

Details of Other receivables are presented below:

(in thousands of euros)

12.31.2021

12.31.2020

Tax claims

29,993

53,400

Tax receivables

14,303

10,112

Social security receivables

4,130

6,137

Other receivables

15,582

14,957

GROSS TOTAL

64,008

84,606

Impairments

(365)

(1,125)

TOTAL NET

63,644

83,482

Tax claims mainly include VAT receivables related to group

transactions.

Other receivables consist mainly of guarantees granted

under the factoring programs at December 31, 2020 and

2021.

14.2 Inventory and work in progress

Inventory and work in progress are recorded at their

acquisition or company production cost. At the end of each

reporting period, they are valued at their historical cost, or

at their net realizable value if that is lower.

Inventory details are presented below:

(in thousands of euros)

Gross values

Amortization and

impairments

12.31.2021

Net values

12.31.2020 Net

Net values

Raw materials and goods

21,099

(760)

20,339

13,466

Finished goods and work in progress

18,955

(283)

18,672

8,486

TOTAL

40,054

(1,043)

39,011

21,952

Solutions 30 | 2021 Annual Report

133

Inventory of finished products and goods purchased for

resale primarily corresponds to spare parts used for

maintenance operations, or consumables used for

installations.

Defective parts are written off at 100% of their value,

except in instances where a repair estimate has been

obtained. In this case, depreciation is limited to the

amount of the repair cost.

14.3 Tax and social security liabilities

Details of tax and social security liabilities are presented below:

(in thousands of euros)

12.31.2021

12.31.2020

Tax liabilities

60,663

81,134

Social security liabilities

62,207

59,166

Corporate income tax

6,934

7,656

TOTAL

129,804

147,956

Social debts include all debts owed to employees

(salaries, holidays, etc.) and to social organizations

(payroll charges).

Tax liabilities mainly include VAT payables related to group

transactions.

14.4 Other current liabilities

Details of other current liabilities are presented below:

(in thousands of euros)

12.31.2021

12.31.2020

Other current liabilities

10,705

5,382

TOTAL

10,705

5,382

Note 15: Financial instruments

15.1 Classification of financial assets

Financial assets and liabilities are classified according to

the method used to measure their fair values. Levels 1 to

3 in the fair value hierarchy each represent a level of fair

value observability:

- Level 1 fair value evaluations are based on quoted prices

in active markets for identical assets or liabilities.

- Level 2 fair value evaluations are those based on inputs

other than the quoted prices included in Level 1 that are

observable for the asset or liability, either directly (i.e. as

prices) or indirectly (i.e. derived from prices).

- Level 3 fair value evaluations are those determined using

valuation techniques that include inputs for the asset or

liability that are not based on observable market data.

The following table provides information on:

- Financial instrument carrying amounts

- Financial instrument fair values

Solutions 30 | 2021 Annual Report

134

(en milliers d’euros)

12.31.2021

12.31.2020

book value

fair value

book value

fair value

Non-current financial assets

2,880

2,405

Trade receivables and related accounts

166,439

157,821

Contract assets

1,883

1,956

Other receivables

63,644

83,482

Cash and cash equivalents

129,839

159,279

Financial assets

364,685

404,944

Debt

96,319

124,663

Lease liabilities

66,587

63,548

Other non-current financial liabilities

249

223

Trade payables

149,613

147,483

Tax and social security liabilities

129,804

147,956

Other current liabilities

10,705

5,382

Financial liabilities

453,278

489,255

The fair value of financial assets and liabilities carried at

amortized cost is close to the carrying amount, except for

put options, contingent considerations, and the interest

rate swap. The fair value of put options and contingent

considerations is based on the present value of probable

future cash flows taking into account the group’s

contractual commitments (level 3).

The fair value of the interest rate swap is determined

based on models commonly used by market participants

to value these derivative financial instruments (models

incorporating observable market data – level 2). Taking

into account the risk of counterparty default and the

entity’s own credit risk has no significant impact on the fair

value of the interest rate swap.

15.2 Financial risk management objectives

and policy

The group’s main financial liabilities consist of bank loans

and overdrafts, lease debt, and trade payables. The main

purpose of these financial liabilities is to finance the

group’s operating activities. The group holds financial

assets such as trade receivables, cash and short-term

deposits that are directly generated by its activities.

The main risks attached to the group’s financial

instruments are as follows: interest rate risk for cash flows

and liquidity risk. The systems for managing these risks

are described in notes 8.3 and 8.4. The policies for

managing other risks are summarized as follows:

■Credit risk

The group’s exposure to the credit risk related to its

financial assets, mainly customers, cash and cash

equivalents, is related to the possible default of involved

third parties, with a maximum exposure equal to the

carrying amount of these instruments.

Customer balances are subject to permanent monitoring.

The deconsolidating non-recourse factoring solutions that

the group uses with its major customers strongly limit the

risk of unrecoverable receivables. The table showing

changes in impairment of trade receivables during the

year is presented in note 4.

■Currency risk

The group and its subsidiaries do most of their business in

the Eurozone, with services billed in euros and suppliers

mostly paid in euros. Only the Polish and British

subsidiaries use currencies other than the euro: the Polish

zloty and the pound sterling.

At December 31, 2021, 4.9% (2020: 3.2%) of the group’s

revenue was generated in currencies other than the euro,

in Polish zloties and pounds sterling.

The group presents its consolidated financial statements

in euros. Accordingly, when preparing its consolidated

financial statements, it must convert assets, liabilities,

income and expenses recorded in foreign currencies into

euros, using the applicable exchange rates. Exchange

rate fluctuations may therefore affect the value of these

items in the consolidated financial statements, even if their

intrinsic value remains unchanged.

As far as dealings with call centers based in Morocco,

Tunisia, and Poland are concerned, payments are made in

dirhams, dinars, or zloties. Nevertheless, given the

amounts at play, the currency risk is insignificant.

The following table details the group’s sensitivity to a 5%

increase or decrease in the Polish zloty and the British

pound.

Solutions 30 | 2021 Annual Report

135

Sensitivity to pound sterling

exchange rates

(in millions of euros)

+ 5 %

- 5 %

Net income

164

(164)

Total Assets

1,710

(1,710)

Sensitivity to zloty exchange

rates

(in millions of euros)

+ 5 %

- 5 %

Net income

(19)

Total Assets

836

(836)

■Equity risk

As of December 31, 2021, the group does not own any

shares. The group does not have any trading activity.

15.3 Unrecognized options

Byon SAS and Byon Fiber

At December 31, 2020, the group had call options on Byon

SAS and Byon Fiber exercisable in 2022 for the shares

held by minority interests (49%). These were conditional

on achieving combined operating income for the 2019 to

2021 fiscal years of more than €9 million, which was

unlikely given the business plan as of the date of

acquisition. These options were therefore not valued in the

group’s financial statements at December 31, 2020.

Following an amendment to the exercise conditions dated

September 30, 2021, the call options granted to minority

interests are no longer conditional and can be exercised in

2024. The exercise price of the call options corresponds to

their market value, and consequently the fair value of

these call options is not significant at December 31, 2021

(see note 3.3.1 “Acquisitions in 2021” and note 8.7

“Contingent considerations and put options” for the

accounting of put options).

Digitlab, Itineo, and Adedis

The group has put and call options on Digitlab, Itineo, and

Adedis, exercisable from December 1, 2021, and covering

100% of the shares.

The exercise price of the call options corresponds to their

market value, therefore the fair value of these call options

is not material at December 31, 2021.

Note 16: Cash

Cash and cash equivalents recognized in the balance

sheet include cash in the bank and on hand, short-term

deposits with maturities of less than three months, and

any monetary investment subject to an insignificant risk of

change in value.

Marketable securities are considered to be held for trading

purposes and are evaluated at fair value at the end of the

reporting period. Changes in fair value are recognized in

the income statement. As these assets are measured at

fair value in the income statement, no provision for

impairment is recorded. The fair values of securities are

determined primarily by referencing market prices.

For the purposes of the consolidated statement of cash

flows, cash and cash equivalents include cash and cash

equivalents as defined above.

The group’s net cash position is as follows:

(in thousands of euros)

12.31.2021

12.31.2020

Marketable securities

1,697

1,230

Cash and cash equivalents

128,143

158,049

TOTAL

129,839

159,279

Note 17: Related party disclosures

Note 3 presents the structure of the group and all its subsidiaries. The following table shows transaction amounts with

related parties.

Telenet co-

shareholder

Associates and

joint ventures

Other related

parties

Group Total

(in thousands of euros)

2021

2020

2021

2020

2021

2020

2021

2020

Income

Services provided by the

group

78,935

78,084

—

257

654

79,192

78,738

Expenses

Services received by the

group

770

—

240

9,586

14,183

10,356

14,423

Loan

Amount loaned by the

group

1,314

—

816

1,339

2,130

1,339

Debt

Amounts due from the

group

557

—

475

3,887

1,032

3,887

All transactions with related parties are carried out under normal market conditions.

Solutions 30 | 2021 Annual Report

136

Note 18: Remuneration for members of corporate governance boards

Remuneration paid to members of the management and

supervisory bodies for their roles as directors and officers

in accordance with their employment contracts amounted

to €2,328k.

There are no pension commitments for the management

and supervisory boards.

(in thousands of euros)

2021

2020

Fixed remuneration

1,550

1,323

Directors’ fees

122

Variable remuneration

594

458

Benefits in kind

Note 19: Auditors’ fees

PKF

Lux.

Lux. (1)

PKF

Internati

onal

Internati

onal

Other auditors

TOTAL

(in thousands of euros)

2021

2020

2021

2020

2021

2020

2021

2020

Statutory auditor, certification,

examination of individual and

consolidated accounts

463

1,217

783

856

709

313

1,955

2,386

Services other than account

certification

—

478

TOTAL

463

1,217

783

856

1187

317

2,433

2,390

(1) The 2020 auditors’ fees include the cost of additional work performed by the auditors to address the allegations made against the

group.

Note 20: Important events after the end of the reporting period

20.1 Company formation

Solutions 30 Luxembourg S.A. was created on January 17, 2022 to incorporate the groups operational activities in

Luxembourg.

20.2 Company acquisitions

Effective January 31, 2022, the group acquired 100% of the shares of Sirtel Sp. Z o.o, which specializes in mobile

network services in Poland. Sirtel posted revenue of nearly €3 million in 2021 and will be fully consolidated within the

Solutions 30 group as of February 1, 2022.

Pursuant to the call and put options it held on Digitlab, Itineo, and Adedis, the group acquired 100% of the shares of the

three companies on March 1, 2022.

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137

5.3. INDEPENDENT AUTHORIZED AUDITOR’S REPORT

Report from the authorized auditor

To the shareholders of

Solutions 30 SE

3, rue de la Reine

L-2418 Luxembourg

PKF Audit & Conseil Sàrl

Cabinet de révision agréé - RC B222994

37, rue d’Anvers L-1130 Luxembourg

+352 28 80 12

PKF Audit & Conseil is a member firm of the PKF International

Limited family of legally independent firms and does not accept

any responsibility or liability for the actions or inactions of any

individual member or correspondent firm or firms.

Audit Report on the Consolidated Financial

Statements

Qualified Opinion

We have audited the consolidated financial statements of

Solutions 30 SE and its subsidiaries (the “Group”) which

comprise the consolidated statement of financial position

as at 31 December 2021 and the consolidated statement

of comprehensive income, consolidated statement of

changes in equity and consolidated statement of cash

flows for the year then ended, and notes to the

consolidated financial statements, including a summary of

significant accounting policies.

In our opinion, except for the effects of the matter

described in the Basis for Qualified Opinion section of our

report, the accompanying consolidated financial

statements present fairly, in all material respects, the

consolidated financial position of the Group as at 31

December 2021, and its consolidated financial

performance and its consolidated cash flows for the year

then ended in accordance with International Financial

Reporting Standards (IFRS) as adopted by the European

Union.

Basis for Qualified Opinion

The consolidated financial statements of the Group as at

31 December 2020 were audited by another auditor who

issued a disclaimer of opinion on the consolidated

financial statements on 22 May 2021. The non-certification

of the consolidated financial statements creates

uncertainty about the figures of the consolidated income

statement as at 31 December 2020. As a result, this may

have a potential impact on the comparability of the

consolidated comprehensive income figures for the year

ended as at 31 December 2021 with the corresponding

figures of the previous year.

We conducted our audit in accordance with the EU

Regulation N° 537/2014, the Law of 23 July 2016 on the

audit profession (“Law of 23 July 2016”) and with

International Standards on Auditing (“ISAs”) as adopted for

Luxembourg by the “Commission de Surveillance du

Secteur Financier” (“CSSF”). Our responsibilities under

the EU regulation No 537/2014, the Law of 23 July 2016

and ISAs as adopted for Luxembourg by the CSSF are

further described in the « Responsibilities of the “réviseur

d’entreprises agréé” for the Audit of the Consolidated

Financial Statements » section of our report. We are also

independent of the Group in accordance with the

International Code of Ethics for Professional Accountants,

including International Independence Standards, issued by

the International Ethics Standards Board for Accountants

(IESBA Code) as adopted for Luxembourg by the CSSF

together with the ethical requirements that are relevant to

our audit of the consolidated financial statements, and

have fulfilled our other ethical responsibilities under those

ethical requirements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our

qualified opinion.

Key Audit Matters

Key audit matters are those matters that, in our

professional judgment, were of most significance in our

audit of the consolidated financial statements of the

current period. These matters were addressed in the

context of the audit of the consolidated financial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on

these matters.

Assessment of the control environment over financial

reporting, in particular regarding consolidation

operations

The preparation of consolidated financial statements, in

accordance with IFRS, requires a control environment that

enables management to ensure that financial statements

are free from any material misstatement, whether due to

fraud or error. This control environment includes, among

other things, the analysis and processing of consolidation

transactions, the determination of the existence of control

over all entities included in the scope of consolidation and

the identification of all related parties of the Group. The

control environment is also critical to the proper

recognition of the Group's revenues.

How our audit addressed the key audit matter

Our work included the following procedures:

•Obtain an understanding of the internal control and

risk management procedures implemented by the

Group and assess the process of gathering financial

information to ensure that it is complete and accurate;

Solutions 30 | 2021 Annual Report

138

•Review the scope of consolidation, analyse the

acquisition contracts of new assets and subsidiaries,

and their accounting treatment;

•Document the various steps of the consolidation

process by identifying and testing control points;

•Analyse the processes implemented by the Group

with the help of an external consultant for a new

integrated governance, risk management and

compliance system;

•Perform tests of control and tests of details on the

identification of related parties and related party

transactions;

•Obtain an understanding of the revenue recognition

process from the signing of a contract to invoicing and

payment, and test of the key control points.

Valuation of goodwill and other intangible assets

At 31 December 2021, goodwill and other intangible

assets amount to EUR 56 million and EUR 133 million

respectively (representing 27% of total assets). These

fixed assets are detailed in notes 3.1, 3.3, 10.2 and 10.3.

These fixed assets are tested as soon as there is an

indication of a possible impairment and on the first

consolidation of the newly acquired subsidiary. In addition,

the impairment test is performed at the end of each

financial period.

For the purposes of these impairment tests, the assets are

gathered into Cash Generating Units ("CGUs"). CGUs are

based on geographical areas and as at 31 December

2021 the Group recognized seven CGUs.

The Group values assets and liabilities acquired during a

business combination at fair value, which includes the

valuation of customer relationships.

We have considered that the determination of the value-in-

use of these assets is a key audit matter given their

importance in the Group's accounts and as the

determination of their value-in-use, based on discounted

cash flow forecasts, requires the use of assumptions and

estimates that depend on management’s judgment.

How our audit addressed the key audit matter

Our work included the following procedures:

•Assess the appropriateness of management's

approach to determine the groups of CGUs for which

goodwill and other intangible assets are tested by the

Group;

•Obtain the value-in-use model, verify its mathematical

accuracy, compare the value-in-use with the carrying

amount and review the computation of the impairment

tests performed by an external expert;

•Review the process of preparing the business plans

of each CGU and analyse the consistency of the

forecasts by comparing the business plans retained

with the forecasts and assumptions of an external

consultant;

•Assess the reasonableness of the discount rates

applied to the estimated cash flows by reviewing, in

particular, whether the weighted average cost of

capital elements for each CGU are consistent with

market rates;

•Evaluate the results of the sensitivity analyses on

discount rates and long-term growth rates and review

the accuracy of the information given in notes 10.2

and 10.3.

Assessment of the potential effects on the

consolidated financial statements as at 31 December

2021 arising from material misstatements that may

have existed in the consolidated financial statements

as at 31 December 2020

The Group's consolidated financial statements as at 31

December 2020 were audited by another auditor who

issued a disclaimer of opinion report. Material

misstatements may have existed in these financial

statements and may have potential effects on the

consolidated financial statements as at 31 December

2021.

How our audit addressed the key audit matter

In accordance with ISA 510, our work consisted in

assessing the potential effects on the consolidated

financial statements as at 31 December 2021 by

performing the following procedures on the balance sheet

as at 31 December 2020:

•Review and analyse the results of the investigations,

carried out by an accounting firm, in relation to the

various allegations of accounting errors and fraud;

•Review and analyse the results of the investigations,

carried out by a specialised external consultant, on

the forensic work regarding the various allegations of

money laundering;

•Review the formal responses of the Group and

discuss these allegations with the Group's financial

and general management;

•Review the additional investigations and remediation

plan taken by management in 2021 in relation to the

allegations;

•Review certain opening balance sheet positions and

perform further procedures including on 2020, bank

accounts and financial liabilities, invoices to be issued

and the valuation of goodwill and other intangible

assets;

•Review significant contracts and other internal and

external documents to verify assertions directly

related to balance sheet positions at 31 December

2020;

•Review the corrective measures taken by

management, the restatement of 2019 accounts and

corresponding adjustments in 2020 accounts;

•Review the 2020 consolidation operations and related

parties’ disclosures;

•Ensure that there are no new allegations against the

Group since then.

This key audit matter led us to qualify our opinion on the

comparability of the income figures for the year ended on

31 December 2021 with the corresponding figures of the

previous year.

Other information

The Management Board is responsible for the other

information which is approved by the Supervisory Board.

The other information comprises the information stated in

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139

the management report and the Corporate Governance

Statement but does not include the consolidated financial

statements and our report of the “réviseur d’entreprises

agréé” thereon.

Our opinion on the consolidated financial statements does

not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other

information and, in doing so, consider whether the other

information is materially inconsistent with the consolidated

financial statements or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If,

based on the work we have performed, we conclude that

there is a material misstatement of this other information,

we are required to report this fact. We have nothing to

report in this regard.

Responsibilities of the Management Board and Those

Charged With Governance for the Consolidated

Financial Statements

The Management Board is responsible for the preparation

and fair presentation of the consolidated financial

statements in accordance with IFRSs as adopted by the

European Union, and for such internal control as the

Management Board determines is necessary to enable the

preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the Management

Board is responsible for assessing the Group’s ability to

continue as a going concern, disclosing, as applicable,

matters related to going concern and using the going

concern basis of accounting unless the

Management Board either intends to liquidate the Group

or to cease operations, or has no realistic alternative but to

do so.

Those charged with governance are responsible for

overseeing the Group’s financial reporting process.

The Management Board is responsible for presenting and

marking up the consolidated financial statements in

compliance with the requirements set out in the Delegated

Regulation 2019/815 on European Single Electronic

Format (“ESEF Regulation”).

Responsibilities of the “réviseur d’entreprises agréé”

for the Audit of the Consolidated Financial Statements

The objectives of our audit are to obtain reasonable

assurance about whether the consolidated financial

statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a

report of the “réviseur d’entreprises agréé” that includes

our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted

in accordance with the EU Regulation N° 537/2014, the

Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF will always detect a material

misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the

basis of these consolidated financial statements.

As part of an audit in accordance with the EU Regulation

N° 537/2014, the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF, we exercise

professional judgment and maintain professional

skepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement

of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

•Obtain an understanding of internal control relevant to

the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness

of the Group’s internal control.

•Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates

and related disclosures made by the Management

Board.

•Conclude on the appropriateness of the Management

Board’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or

conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are

required to draw attention in our report of the “réviseur

d’entreprises agréé” to the related disclosures in the

consolidated financial statements or, if such

disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence

obtained up to the date of our report of the “réviseur

d’entreprises agréé”. However, future events or

conditions may cause the Group to cease to continue

as a going concern.

•Evaluate the overall presentation, structure and

content of the consolidated financial statements,

including the disclosures, and whether the

consolidated financial statements represent the

underlying transactions and events in a manner that

achieves fair presentation.

•Obtain sufficient appropriate audit evidence regarding

the financial information of the entities and business

activities within the Group to express an opinion on

the consolidated financial statements. We are

responsible for the direction, supervision and

performance of the Group audit. We remain solely

responsible for our audit opinion.

We communicate with those charged with governance

regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including

Solutions 30 | 2021 Annual Report

140

any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a

statement that we have complied with relevant ethical

requirements regarding independence, and communicate

to them all relationships and other matters that may

reasonably be thought to bear on our independence, and

where applicable, related safeguards or actions taken to

eliminate threats or safeguards applied.

From the matters communicated with those charged with

governance, we determine those matters that were of

most significance in the audit of the consolidated financial

statements of the current period and are therefore the key

audit matters. We describe these matters in our report

unless law or regulation precludes public disclosure about

the matter.

Report on Other Legal and Regulatory Requirements

We have been appointed as “réviseur d’entreprises agréé”

by the General Meeting of Shareholders on 30 June 2021

and the duration of our uninterrupted engagement,

including previous renewals and reappointments, is one

year.

The management report is consistent with the

consolidated financial statements and has been prepared

in accordance with applicable legal requirements.

The Corporate Governance Statement is included in the

management report. The information required by Article

68ter paragraph (1) letters c) and d) of the law of 19

December 2002 on the commercial and companies

accounts of undertakings, as amended is consistent with

the consolidated financial statements and has been

prepared in accordance with applicable legal

requirements.

We have checked the compliance of the consolidated

financial statement of the Group as at 31 December 2021

with relevant statutory requirements set out in the ESEF

Regulation that are applicable to the consolidated financial

statements.

For the Group it relates to:

▪The consolidated financial statements are prepared in

a valid XHTML format;

▪The XBRL markup of the consolidated financial

statements uses the core taxonomy and the common

rules on markups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the

Group as at 31 December 2021, identified as

“solutions30-2021-12-31-fr.xhtml”, have been prepared, in

all material respects, in compliance with the requirements

laid down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the

additional report to those charged with governance.

We confirm that the prohibited non-audit services referred

to in the EU Regulation No 537/2014 were not provided

and that we remained independent of the Group in

conducting the audit.

Luxembourg, 27 April 2022

PKF Audit & Conseil Sàrl

Cabinet de révision agréé

Jean Medernach

This is a translation into English of the audit report on the consolidated financial statements issued in French.

Solutions 30 | 2021 Annual Report

141

Shareholder structure and additional information

6.1.

General information concerning the company

143

6.2.

Memorandums and Articles of Association

144

6.3.

Share capital

146

6.4.

Shareholder structure

148

6.5.

Stock market listing

149

6.6.

Financial communication

151

6.7.

Person responsible for the document

152

Solutions 30 | 2021 Annual Report

142

6. SHAREHOLDER STRUCTURE AND

ADDITIONAL INFORMATION

6.1. General information concerning the company

6.1.1. Corporate name and trade name

Solutions 30 SE

6.1.2. Location, registration number, and legal entity

identifier

The Company is a European company (SE) established in

Luxembourg on August 1, 2013, and incorporated with the

Trade and Companies Register in Luxembourg under the

number B 179.097.

Its LEI number is 2221003G8BRH3CPABK72.

6.1.3. Date of incorporation and duration (Article 3 of

the Articles of Association)

The Company was incorporated on October 22, 2003, for

an unlimited period of time in accordance with Article 3 of

the Company’s Articles of Association, which states, in its

English version, that:

“3.1. The Company is established for an unlimited period

of time.

3.2. The Company may be dissolved, at any time with or

without cause, by a resolution of the general meeting of

shareholder(s) of the Company adopted in the manner

required for the amendment of the Articles, in accordance

with article 18 of these Articles.”

6.1.4. Other disclosures

•Registered office, legal form, country of origin,

address and telephone number of its registered office,

and website

The Company was incorporated in France in the form of a

limited liability company by private agreement at La

Garenne Colombes on October 22, 2003, and was

registered with the Paris Trade and Companies Register

under identification number 450 689 625.

It was transformed into a société anonyme (French public

limited liability company) with a management board and a

supervisory board following the decision of the partners

during the extraordinary general meeting on May 26,

2005.

The Company was subsequently transferred as a

European company (SE) to Luxembourg on August 1,

2013, and incorporated with the Trade and Companies

The registered office is located at 3, rue de la Reine

L-2418 Luxembourg.

•Legislation governing the Company’s activities

Solutions 30 is a European company under

Luxembourg law, governed under the SE Regulation,

the Law of 1915, and its own Articles of Association.

•Fiscal year

The fiscal year begins on January 1st and ends on

December 31st.

•Publicly available documents and website

Legal documents regarding the Company may be

consulted at the registered office (3, rue de la Reine,

L-2418 Luxembourg).

Regulated information, whether permanent, periodic or

occasional, may be consulted on the Company’s website:

www.solutions30.com, “Investors” section.

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143

6.2. Memorandums and Articles of Association

6.2.1. Corporate purpose of Solutions 30

Article 4 of Solutions 30’s Articles of Association:

“4.1. The corporate object of the Company is:

4.1.1. the trading of electronic products used by

private individuals and professionals, under all its

forms as well as all ancillary or related activities,

delivery, installation, troubleshooting, training;

4.1.2. the creation, design and marketing of websites;

4.1.3. all services related to micro-communicating

office automation and multimedia;

4.1.4. the creation, acquisition, exchange, purchase,

sale, operation of any goodwill related to the above

activity or to similar or complementary activities, and

that any participation or acquisition of interests in

activities of the same nature through contributions,

share subscriptions, acquisitions of business assets,

mergers, purchases of securities or otherwise;

4.1.5. and more generally all operations of any nature

whatsoever, legal, economic and financial, civil and

commercial, relating to the above-mentioned object or

to any other similar or related object, likely to directly

or indirectly promote the aim pursued by the

Company, its extension or its development.

4.2. In addition to the above, the Company, in order to

legitimately achieve its corporate purpose, may:

4.2.1. create, acquire, sell, exchange, take or lease,

with or without a commitment to sale, manage and

operate, directly or indirectly, all establishments and

premises, all movable and material objects;

4.2.2. obtain or acquire all patents, licenses,

processes and trademarks, exploit them, transfer or

contribute, grant all operating licenses in any country

concerning these activities;

4.2.3. participate, by any means, directly or indirectly,

in any transactions that may relate to its corporate

purpose by way of the creation of new companies,

contributions, subscriptions or purchases of securities

or corporate rights, mergers or otherwise, the

creation, acquisition, leasing or management of any

business;

4.2.4. act, directly or indirectly, on its own behalf or on

behalf of third parties, either alone or in association,

participation or company, with any other company or

natural or legal person and carry out, directly or

indirectly, in the Grand-Duchy of Luxembourg or

abroad in any form whatsoever the transactions falling

within its corporate object.

4.3. The Company may borrow money in any form or

obtain credit facility and raise funds through, including

but not limited to, the issue of bonds, notes,

promissory notes, certificates and other debts or

equity instruments, convertible or not, or the use of

financial derivatives or otherwise; and enter into any

guarantee, pledge or any other form of security,

whether by personal covenant or by mortgage or

charge upon all or part of the undertaking, property

assets (present or future) or by all or any of such

methods, for the performance of any contracts or

obligations of the Company.

4.4. In addition to the foregoing, the Company may realise

its corporate object either directly or through the

creation of companies, the acquisition, holding or

acquisition of interests in any other companies,

partnerships, memberships in associations, consortia

and joint ventures.

4.5. In general, the Company’s corporate object comprises

the participation, in any form whatsoever, in

companies and partnerships, and the acquisition by

purchase, subscription or in any other manner as well

as transfer by sale, exchange or in any other manners

of shares, bonds, debt securities, warrants and other

securities and instruments of any kind.

4.6. It may grant assistance to any affiliated company and

take any measure for the control and supervision of

such companies.

4.7. It may carry out all legal, commercial, technical and

financial transactions and, in general, all transactions

which are necessary or useful to fulfil its corporate

object as well as transactions directly or indirectly

connected with the areas described above in order to

facilitate the accomplishment of its corporate object in

all areas described above.”

6.2.2. Classes of shares

The shares will be registered or bearer shares. However,

shares must remain registered until they are fully paid up.

6.2.3. Conditions that may defer, delay, or prevent a

change of control

The Company’s Articles of Association do not contain any

provisions enabling a change of control to be delayed,

deferred or prevented.

6.2.4. General Meetings

•Notice and place of meeting

General meetings shall be convened under the conditions,

in the form and within the time limits provided for by Law

1915 and the Law of May 24, 2011, on the exercise of

certain rights of shareholders in general meetings of listed

companies and transposing Directive 2007/36/EC of the

European Parliament and of the Council of July 11, 2007,

on the exercise of certain rights of shareholders of listed

companies (the Law 2011). They are held at the

Company’s registered office in the Grand-Duchy of

Solutions 30 | 2021 Annual Report

144

Luxembourg or at any other location in the Grand-Duchy

of Luxembourg as specified in the notice of meeting.

Notices of general meetings shall be made by means of

announcements inserted in the Luxembourg Trade and

Companies Register and published at least thirty (30) days

before the general meeting in the Recueil électronique des

sociétés et associations (RESA) and in a Luxembourg

newspaper, as well as in a medium which can reasonably

be expected to disseminate information effectively to the

public throughout the European Economic Area and which

is accessible rapidly and in a non-discriminatory manner.

Notices of all general meetings of shareholders shall

contain the information required by Law 2011.

Notices of meeting shall be sent, in accordance with the

above-mentioned notice periods, to the shareholders in

name. Such communication shall be made by registered

letter unless the addressees have individually, expressly

and in writing, agreed to receive the notice of meeting by

another means of communication, without it being

necessary to prove that this formality has been complied

with.

A press release containing the date, time, and place of the

general meeting - as well as the procedures for the

provision of preparatory documents for the general

meeting - is effectively and fully distributed and published

on the Company’s website. The notice of meeting detailing

the agenda is also made available on the Company’s

website.

•Agenda

The agenda for all general meetings is included in the

notices of meeting; it is set by the author of the notice.

One or more shareholders, together holding at least five

(5) percent of the Company’s share capital, may request

the inclusion of items or draft resolutions on the agenda.

The request referred to above shall be accompanied by a

justification or a draft resolution to be adopted at the

general meeting and must reach the Company in writing,

by post or electronically, no later than the twenty-second

(22nd) day before the date of the general meeting.

The general meeting may not deliberate on a question that

is not on the agenda, except in exceptional circumstances

in the event of an emergency that could jeopardize the

Company and that would therefore necessitate that a

decision be made immediately.

If the general meeting is reconvened for lack of a quorum

at the first meeting, notice of the reconvened meeting

must be published at least seventeen (17) days before the

date of the meeting, provided that the first meeting

satisfied the requirements set out in the Law of 2011 and

no new business was added to the agenda.

•Access to general meetings

In accordance with legal and statutory provisions, all

shareholders have the right to participate in general

meetings and deliberations in person or by proxy,

regardless of the number of shares they hold, upon simply

presenting proof of identity, provided that their shares are

paid up and have been registered in their name or in the

name of the intermediary registered on their behalf on the

record date (as defined below). In accordance with the

Company’s Articles of Association, the record date for the

general meeting is the fourteenth (14th) day at midnight

(12:00 am Luxembourg time) preceding the date of the

general meeting (the record date). Shareholders must

inform the Company of their intention to participate in the

general meeting in writing, by mail or electronically, at the

postal or electronic address indicated in the notice of

meeting, no later than the date set by the management

board, which cannot be earlier than the record date

indicated in the notice of meeting.

The documents to be presented to the shareholders in the

context of a general meeting are made available on the

Company’s website from the date of the first publication of

the notice of the general meeting in accordance with

Luxembourg law.

Any shareholder entitled to attend the general meeting

may be represented by another shareholder, his or her

spouse, or any other person of his or her choosing. The

power of attorney must contain the instructions and

information set out in Law 1915. In the event that the

principal fails to appoint a proxy, the power of attorney in

question shall not be taken into account. The written

power of attorney may be sent by fax, e-mail or any other

means of communication.

Any shareholder may vote by mail via a form that he or

she can have sent upon written request - containing proof

of his or her status as a shareholder on the record date

and the number of shares held - addressed to the

Company. Shareholders may only use the voting forms

provided by the Company.

•Quorum and deliberations

Unless otherwise stipulated in the SE Regulation, Law

1915, or the Articles of Association, decisions made at a

duly convened annual general meeting of shareholders

shall not require a quorum and shall be made by a simple

majority of the votes cast regardless of the portion of

share capital represented. Abstentions and invalid votes

will not be counted.

On the contrary, any extraordinary general meeting may

validly deliberate only if at least half of the share capital is

represented. At a second meeting in the event that the

quorum requirement is not met at the first meeting, no

quorum is required. In both cases, decisions are made by

a two-thirds majority of the votes cast, with the

understanding that the votes cast do not include those

attached to shares for which the shareholder did not take

part in the vote, abstained, or cast a blank or invalid vote.

•Conduct of general meetings and minutes

At least one general meeting must be held each year. The

Company’s annual general meeting of shareholders is

held within six (6) months of the end of the fiscal year.

A board is formed at every general meeting, consisting of

a chairperson, who is chairperson of the management

board, as well as a secretary and a scrutineer, neither of

whom need to be shareholders or members of the

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145

management board. In particular, the general meeting

board shall ensure that the meeting is held in compliance

with applicable laws and, specifically, in accordance with

the rules on convening meetings, majority, tallying votes,

and shareholder representation.

An attendance list will be drawn up at every general

meeting of shareholders.

The board of the general meeting of shareholders takes

the minutes of the general meeting, which are signed by

the members of the general meeting board and by any

shareholder who requests to do so.

Any copy or extract of the original minutes to be produced

in the context of legal proceedings or for the benefit of any

third party shall be certified as a true copy of the original

by the notary holding the notarial deed in trust, if the

general meeting was recorded in notarial form; by the

chairperson of the Company’s management board, if

necessary; by two members of the management board; or,

lastly, by the person to whom day-to-day management has

been delegated.

6.2.5. Crossing thresholds and identifying

shareholders

As of the date of this report, the Company is subject to the

provisions of the Euronext Markets Rule Book.

In addition to disclosing when thresholds expressly set out

in the applicable rules are crossed, in accordance with the

articles of association, any natural person or legal entity

coming to hold, directly or indirectly, alone or in concert,

five (5) percent, ten (10) percent, fifteen (15) percent,

twenty (20) percent, twenty-five (25) percent, thirty-three

and one-third (33 1/3) percent, fifty (50) percent, sixty-six

and two-thirds (66 2/3) percent of the voting rights must

notify the Company of the total number of voting rights that

are held, directly or indirectly, alone or in concert.

Voting rights must be calculated on the basis of all shares,

including depositary receipts, to which voting rights are

attached, even if the exercise of such rights is suspended.

Moreover, this information is also provided for all shares,

including depository receipts.

The notification to the Company must be made promptly

and at the latest within four (4) trading days following the

date on which the shareholder, or the natural person or

legal entity, (i) becomes aware of the acquisition or

disposal, or of the possibility of exercising the voting

rights, or on which he/she should have become aware of

such acquisition or disposal, taking into account the

circumstances, regardless of the date on which the

acquisition (ii) is informed of the crossing of one of the

above-mentioned thresholds, following events that modify

the distribution of voting rights, and on the basis of the

information disclosed pursuant to article 14 of the law of

January 11, 2008, on transparency requirements for

issuers of securities, as amended.

6.3. Share capital

6.3.1. Amount of subscribed capital

The share capital of Solutions 30 is set at 13,658,817.96

euros and is divided into 107,127,984 shares with a par

value of €0.1275 each all in the same class and fully paid

up.

No unpaid shares have been issued.

6.3.2. Shares not representing share capital

There are no shares that do not represent share capital.

6.3.3. Liquidity contract

At December 31, 2021, the Company had a liquidity

contract covering 71,414 shares, or 0.07% of the

Company’s share capital.

6.3.4. Share buyback program

•Description of the buyback program

The general meeting held on May 27, 2019, granted the

Company’s Management Board authorization to buy back

shares for a maximum period of five (5) years.

The maximum number of shares that can be acquired by

the Company shall not exceed a maximum total of three

million (3,000,000) shares. In any event, the maximum

number of treasury shares that the Company may hold at

any time, directly or indirectly, shall not cause its net

assets to fall below the amount indicated in paragraphs (1)

and (2) of Article 461-2 of Luxembourg Law 1915. The

buyback may be allocated to net income for the fiscal

period or to non-distributable reserves or share premium.

The Company’s shares may be sold or, by a decision of

the Company’s extraordinary general meeting, cancelled

at a later date, subject to applicable legal or regulatory

provisions.

The maximum purchase price per share of the Company,

payable in cash, shall not exceed twenty-eight (28.00)

euros or be less than one (1.00) euro.

These acquisitions and disposals may be carried out so as

to deliver Company shares in exchange or as payment as

part of external acquisitions in general and to rebuild the

Company’s portfolio of treasury shares.

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146

•Liquidity contract

Solutions 30 signed a liquidity contract with Exane BNP

Paribas on March 25, 2019, in accordance with the Amafi

charter with effect from April 1, 2019.

At December 31, 2021, the following resources were

included in the liquidity account: 71,414 shares and

€161,018. The information corresponding to the

semiannual review of the liquidity contract is available on

the Company’s website in the “Regulated information”

section.

6.3.5. Amount of convertible or exchangeable

securities or securities with warrants

As part of its policy to motivate its officers and employees,

the Company has regularly granted or issued share

purchase warrants (SPW) that can be exercised into

common shares.

However, it is specified that, following the exercise of the

SPW in circulation on December 10, 2019, there are no

longer any securities that may be converted, exchanged,

or exercised into new shares as of the date of this annual

report.

6.3.6. Conditions governing all rights to purchase, all

obligations attached to authorized (but unissued)

capital, and all undertakings aiming to increase the

capital

Article 5 of Solutions 30’s Articles of Association:

“5.1. The subscribed share capital is set up at thirteen

million six hundred fifty-eight thousand eight hundred

seventeen euro and ninety-six cents (EUR 13,658,817.96)

divided into one hundred and seven million one hundred

twenty-seven thousand nine hundred eighty-four

(107,127,984) shares with a nominal value of zero point

one thousand two hundred seventy-five cents euro (EUR

0.1275) each (the Shares).

5.2 The authorised share capital of the Company,

excluding the subscribed share capital, is set at two million

forty-eight thousand eight hundred and twenty-two euro

and sixty-eight cents (EUR 2,048,822.68) divided into

sixteen million sixty-nine thousand one hundred and

ninety-seven (16,069,197) shares with a nominal value of

zero point one thousand two hundred seventy-five cents

euro (EUR 0.1275) each.

5.3. The subscribed share capital and the authorised

share capital of the Company may be increased or

reduced by a resolution of the general meeting of

shareholder(s) of the Company adopted in the manner

required for the amendment of the Articles, in accordance

with article 18 of these Articles.

5.4. Subject to the Law, each shareholder have a

preferential subscription right in the event of the issue of

new shares in return for contributions in cash; such

preferential subscription right shall be proportional to the

fraction of the share capital represented by the shares

held by each individual shareholder. The right to subscribe

the shares may be exercised within a period determined

by the management board (directoire) which, unless

applicable law provides otherwise, may not be less than

fourteen (14) days from the publication of the offer in

accordance with applicable law. The management board

(directoire) may decide (i) that shares corresponding to the

preferential subscription rights which remain unexercised

at the end of the subscription period may be subscribed to

by or placed with such person or persons as determined

by the management board (directoire), or (ii) that such

unexercised preferential subscription rights may be

exercised in priority in proportion to the share capital

represented by their shares, by the existing shareholders

who already exercised their rights in full during the

preferential subscription period. In each case, the terms of

the subscription by or placement with such person or the

subscription terms of the existing shareholders shall be

determined by the management board (directoire).

5.5. The preferential subscription right may be limited or

cancelled by a resolution of the general meeting of

shareholder(s) of the Company adopted in the manner

required for the amendment of the Articles, in accordance

with article 18 of these Articles.

5.6. The preferential subscription right may also be limited

or cancelled by the management board (directoire) (i) in

the event that the general meeting of shareholders

delegates, under the conditions required for the

amendment of the Articles, in accordance with article 18 of

these Articles, to the management board (directoire) the

power to issue shares and to limit or cancel the

preferential subscription right for a period of no more than

five (5) years set by the general meeting of shareholders,

as well as (ii) pursuant to the authorisation conferred by

article 5.7 of the present Articles.

5.7 The management board is authorised, during a period

starting on the day of the general meeting of shareholders

held on July 27, 2021 and ending on the fifth anniversary

of the date of publication in the Luxembourg legal gazette

(Recueil Electronique des Sociétés et Association) (RESA)

of the minutes of such general meeting, without prejudice

to any renewals, to increase the issued share capital on

one or more occasions within the limits of the authorised

share capital as per article 5.2 of these Articles.

5.8. The management board (directoire) is authorised to

determine the conditions of any authorised share capital

increase including through contributions in cash or in kind,

by the incorporation of reserves, issue premiums or

retained earnings, with or without the issue of new shares,

or following the issue and the exercise of subordinated or

non-subordinated bonds, convertible into or repayable by

or exchangeable for shares (whether provided in the terms

at issue or subsequently provided), or following, the issue

of bonds with warrants or other rights to subscribe for

shares attached, or through the issue of stand-alone

warrants or any other instrument carrying an entitlement

to, or the right to subscribe for, shares.

5.9. The management board (directoire) is authorised to

set the subscription price, with or without issue premium,

the date from which the shares or other financial

instruments will carry beneficial rights and, if applicable,

the duration, amortisation, other rights (including early

repayment), interest rates, conversion rates and

exchanges rates of the aforesaid financial instruments as

well as all the other terms and conditions of such financial

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147

instruments, including as to their subscription, issue and

payment, for which the management board (directoire)

may make use of article 420-23 paragraph 3 of the Law.

5.10. The management board (directoire) is allowed to

limit or cancel the preferential subscription rights of

existing shareholders.

5.11. The management board (directoire) is authorised,

subject to performance criteria, to allocate existing shares

or new shares issued under the authorised share capital

free of charge, to employees and corporate officers

(including management board members) of the Company

and of companies of which at least ten (10) percent of the

share capital or voting rights is directly or indirectly held by

the Company.

5.12. The terms and conditions of such allocations are to

be determined by the management board (directoire).

5.13. Upon implementation of a complete or partial

authorised share capital increase as per the foregoing

provisions, article 5 of the present Articles shall be

amended accordingly to reflect such increase.

5.14. The management board (directoire) is expressly

authorised to delegate to any natural or legal person to

organise the market in subscription rights, accept

subscriptions, conversions or exchanges, receive payment

for the price of shares, bonds, subscription rights or other

financial instruments, to have registered increases of

share capital carried out as well as the corresponding

amendments to article 5 of the present Articles, the

amount of which the authorisation to increase the share

capital has actually been used and, where appropriate, the

amounts of any such increase that are reserved for

financial instruments which may carry an entitlement to

shares.”

6.3.7. Capital subject to an option or a conditional or

unconditional agreement to place it under option

The share capital of Solutions 30 is not subject to any

option or any conditional or unconditional agreement to

place it under option.

6.3.8. Share capital history

In 2021, the number of shares comprising the share

capital of Solutions 30 did not change.

6.4. Shareholder structure

6.4.1. Ownership of capital and voting rights at December 31, 2021

Capital

Voting rights

As a %

Number

GIAS International

17,323,240

16.2%

17,323,240

16.2%

Swedbank Robur Fonder AB

6,943,000

6.5%

6,943,000

6.5%

Key shareholders identified

24,266,240

22.7%

24,266,240

22.7%

Other shareholders

82,790,330

77.3%

82,790,330

77.3%

Treasury shares

71,414

—%

Total

107,127,984

100.0%

107,056,570

100%

6.4.2 Changes in shareholder structure over the last three years

The changes in Solutions 30 group’s shareholder structure is summarized below:

Breakdown of share capital and voting rights (no multiple voting rights) – As a %:

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148

As a %

December 2019

December 2020

December 2021

March 2022

GIAS International

16.2%

Smart Advice / Karim Rachedi

7.3%

Dorval Finance

7.9%

Swedbank Robur Fonder AB

5.0%

5.3%

6.5%

Comgest

5.5%

Barclays

5.5%

Other shareholders

63.6%

73.0%

77.3%

71.8%

Total

100.0%

These positions correspond to the information that is to

the best of the Company’s knowledge, notably in

connection with the organization of each of the annual

general meetings of shareholders for the fiscal years

ended 2019 and 2020, and in the context of notifications of

significant shareholdings.

It is specified that:

•GIAS International currently holds all Solutions 30

shares that are, in fact, held indirectly by Mr.

Gianbeppi Fortis.

•Mr. Karim Rachedi declared on November 13, 2020,

that he had crossed the threshold of 5% of the capital

of Solutions 30. He remains a shareholder of

Solutions 30, but his holding has not been publicly

disclosed. In the past, he was a shareholder of

Solutions 30 through the legal entity Smart Advice, a

company that was dissolved in the second half of

2020. He then became a direct shareholder in the

Company.

•Dorval Finance crossed the 5% threshold of the

company’s capital in 2020.

To the best of the Company’s knowledge, no other

shareholder besides GIAS International, Swedbank, and

Barclays holds, alone or in concert, more than 5% of the

Company’s share capital or voting rights. Likewise, with

the exception of the principal shareholders mentioned

above, no other person has significant holdings as defined

by Article 8 or Article 9 of the Luxembourg Law of January

11, 2008, on transparency requirements for issuers of

securities.

All the shares comprising the Company’s share capital are

free from any pledge.

6.4.2. Different voting rights

There is only one class of shares - all common shares -

that, as such, has the same rights and obligations. There

are no multiple voting rights applicable to the shares

issued.

6.4.3. Ownership or control of Solutions 30

Solutions 30 is not controlled by any major shareholder.

6.4.4. Agreement that may lead to a change of control

As of the date of this document and to the best of the

Company’s knowledge, no agreement exists which, if

implemented, could lead to a change of its control at a

future date.

6.5. Stock market listing

As of the date of this annual report, the Solutions 30 share

(ISIN: FR0013379484, Ticker: S30, Reuters: S30.PA,

Bloomberg: S30:FP) is listed on Euronext Paris and has

been since July 23, 2020. The Company was previously

listed on Euronext Growth since June 10, 2010. Eligibility

for Deferred Settlement Service and Share Savings Plan.

The Euronext Paris Expert Indices Committee decided to

add Solutions 30 to the SBF 120 Index, as of market close

on September 18, 2020. Solutions 30 shares are also

listed on the CAC Mid 60, NEXT 150, CAC PME, CAC

Technology, and MSCI Europe ex-UK Small Cap indexes.

It is part of ICB sector 9533, “Computer Services.”

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149

6.5.1. Monthly change in market share price

2021

Price + high

(in euros)

Price + low

(in euros)

Closing price

(in euros)

Transactions in

number of shares

Transactions in

capital

Number of

sessions

January

€13.55

€9.75

€10.90

41761439

€480,199,749

February

€10.39

€9.70

19,979,955

€201,908,727

March

€10.85

€9.55

€10.84

21,171,927

€217,410,628

April

€14.05

€10.80

€11.44

37,387,380

€450,234,328

May

€11.21

€2.80

€5.38

123,291,313

€523,378,143

11*

June

€5.83

€4.47

€5.83

58,729,848

€294,545,822

July

€7.81

€6.14

€7.07

71,857,374

€515,310,099

August

€9.28

€6.68

€9.28

34,091,575

€263,835,392

September

€9.42

€7.92

€8.50

38,500,054

€335,781,107

October

€8.49

€7.32

€7.82

26,750,514

€210,827,154

November

€8.23

€6.43

23,363,880

€168,079,938

December

€7.20

€6.33

€7.10

25,476,167

€175,135,500

*Number of trading sessions for the month of May 2021 because the trading in shares of Solutions 30 was suspended at

the request of the Company on May 10, 2021 and until May 24, 2021. This request to suspend trading came after the

AMF had sent a letter to the Company on May 7, 2021, asking it “to publish without delay, and in any event by Monday,

May 10, 2021 before the opening of the stock market, a press release, drawn up with the formal agreement [of your]

auditors, informing the market of:

•the proposed timetable for submitting the audit report on your accounts as at December 31, 2020,

•the nature and extent of the work remaining to be done. In this regard, your press release should specify whether or

not the work still to be carried out is likely to modify the figures published on April 28, 2021, or whether the

conclusions of the auditors could limit the perceived reliability of these figures.

In accordance with current regulations, in the absence of the publication of such a press release within the above-

mentioned timeframe, the AMF reserves the right to request the suspension of trading in Solutions 30 shares on the

regulated market of Euronext Paris and/or to inform the public of any observations it may have made or information it

deems necessary.”

On May 10, 2021, having obtained no formal agreement from its auditor on the content of such a press release, the

Company, of its own accord, requested that trading of its shares be suspended.

Between May 10, 2021 and May 21, 2021, Solutions 30 was unable to provide the market with reliable and precise

information.

On May 20, 2021, the authorized auditor formally informed the Company that it was not in a position to express an

opinion on its 2020 financial statements, without however submitting its final report which includes the basis of this

impossibility to express an opinion. The Company informed the market of this decision on May 21st after validating the

press release by stakeholders. The audit report was communicated to the Company on the afternoon of May 22nd and

published on May 23rd in the Company’s annual report, the time it took to finalize its inclusion in the report.

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150

6.5.2. Change in market share price from 01/01/2020 to 03/31/2022

6.6. Financial communication

6.6.1. Financial Communication Policy

Listed since 2005, initially on Euronext Access, then on

Euronext Growth, and today on Euronext Paris,

Compartment A, the Solutions 30 SE group strives to

conduct a financial communication policy in accordance

with applicable laws and regulations, as well as market

practices commensurate with its size.

The production of financial information for external

communication is rigorously controlled by the departments

responsible for preparing it. In addition to these controls,

there are two bodies whose mission is to verify the quality

of the financial statements:

•The Audit Committee which reports to the Supervisory

Board

•The Authorized Auditor

Throughout the year, Solutions 30’s executives and

investor relations department act as an interface between

the group and the financial community (institutional

investors, including socially responsible investors, financial

analysts, and individual shareholders). Members of the

management board are available to meet with interested

investors, and every effort is made to answer the latter’s

questions and process their requests as quickly as

possible and in compliance with market practices and

applicable rules.

Through its communication, Solutions 30 intends to

provide clear, precise, and transparent information, aiming

to keep the market informed of the group’s strategy, its

positioning, its results, and its objectives.

The Investor Relations section of the group’s website is

the cornerstone of its communication strategy and a

database of the group’s financial and regulated

communications. It includes all public disclosures, all the

group’s press releases, including annual, half-yearly, and

quarterly earnings reports, all meeting presentation

materials and transmissions, regulated information, annual

and half-yearly financial reports, and preparatory

documents for general meetings. During the year,

Solutions 30 also set up a dedicated unit for its individual

shareholders, with a dedicated telephone line and e-mail

address, as well as a newsletter.

In addition to earnings reports that are the subject of

conference calls (or in-person meetings when sanitary

conditions allow), the group takes part in conferences,

roadshows, site visits, and investor meetings throughout

the year, mainly in Europe and the United States. Given

the health context, these meetings were mainly held

virtually in 2021 and early 2022.

The group’s management has remained available to

answer investors’ questions, including, and especially, in

connection with the smear campaign the group has been a

victim of. Throughout this period, Solutions 30 has

endeavored to comply with the major principles of financial

communication that apply to it, in particular providing

investors with equal access to information; disclosing

exact, precise, and sincere information; making

information consistent; disclosing privileged information to

the market as soon as possible; and publishing a

communication timetable several months in advance.

Often, the group finds itself fighting on unequal footing

with its detractors. Solutions 30 has chosen to respond to

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151

these anonymous attacks in a precise and transparent

manner, dedicating a part of its website to this smear

campaign to publicly disclose all its responses to each of

the false accusations against it. This strategy proves the

group’s commitment to transparency and sincerity, as well

as the Company’s respect for its shareholders, who have

been severely penalized by this smear campaign.

6.6.2. Timetable for financial communication in 2021

January 26, 2022

2021 Revenue Report

April 27, 2022

2021 Earnings Report and 2022

Q1 Revenue Report

July 27, 2022

2022 HY Revenue Report

September 28, 2022

2022 HY Earnings Report

October 27, 2022

2022 Q3 Revenue Report

6.6.3. Investor contact

Solutions 30 SE, 3 rue de la Reine

L2418 Luxembourg

E-mail for institutional investors:

investor.relations@solutions30.com

E-mail for individual shareholders:

actionnaires@solutions30.com

6.7. Person responsible for the document

6.7.1. Name of the person responsible

Mr. Gianbeppi Fortis, CEO and Chairman of the

Management Board, is the person responsible for the

information contained in this annual report.

Mr. Gianbeppi Fortis, Chief Executive Officer

3, rue de la Reine L-2418 Luxembourg

6.7.2. Statement by the person responsible

This is a free translation into English of the certification by

the person responsible for the annual financial report and

is provided solely for the convenience of English speaking

users.

“I confirm that, to the best of my knowledge, the financial

statements have been prepared in accordance with

applicable accounting standards and provide a faithful and

honest representation of the assets and liabilities, the

financial situation, and the results of the Company and of

all companies within its scope of consolidation, and that

the management report presents a faithful representation

of the business trends, results, and financial position of the

Company and of all companies within its scope of

consolidation, as well as a description of the principal risks

and uncertainties that they face.”

Luxembourg, April 27, 2022

Mr. Gianbeppi Fortis, Chief Executive Officer

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