Solutions 30 Se · EURONEXT:S30
Solutions 30 — Shareholder Meeting (June 2023)
60 slides from Solutions 30's shareholder meeting presentation, Jun 16, 2023
Slide 1: General Meeting of Shareholders 16 June 2023
GENERAL MEETING OF SHAREHOLDERS 16 JUNE 2023
Slide 2: Notice
NOTICE This presentation may contain provisional claims or projections describing Solutions30 SE’s business, earnings and financial position. These forecasts are based on the best current opinions and hypotheses about how future events will play out. These projections and forecasts are not guarantee
Slide 3: Formalities
FORMALITIES Pierre-Alexandre Degehet, Attorney at Law
Slide 4: Quorum and Majority
QUORUM AND MAJORITY In line with the law on trading companies and with Solutions30’s own articles of association, no quorum is required for an annual general meeting. The resolutions described in the agenda for this General Meeting will be adopted if they receive a simple majority of the valid votes
Slide 5: Formalities and Disclosures
FORMALITIES AND DISCLOSURES Documentation on the regularity with which shareholders have been notified of the meeting has been submitted to the board. All documents and information required by law and by the company’s articles of association have been made available to shareholders within the condit
Slide 6: Agenda
AGENDA 1. Presentation of (i) the management report and the consolidated management report from the Company’s management board (the Management Board), (ii) the Statutory Auditor’s report on Solutions30’s annual and consolidated financial statements for the year ended 31 December 2022, and (iii) the
Slide 7: Solutions30 in 2022
SOLUTIONS30 IN 2022 Gianbeppi Fortis, Chief Executive Officer
Slide 8: A Business Model to Capture Growth
A BUSINESS MODEL TO CAPTURE GROWTH Connectivity Solutions Energy Solutions Average annual growth +25% 874.0904.6 Technology Solutions 819.3 691.4 800 Customers 457.9 28 Training centres 274.5 14 Back-offices 191.8 63.8 77.1 94.2 111.7125.2 30.1 36.2 44.9 54.7 Maintenance 2007 2008 2009 2010 2011 201
Slide 9: A Portfolio of Loyal Customers
A PORTFOLIO OF LOYAL CUSTOMERS CONNECTIVITY SOLUTIONS ENERGY SOLUTIONS TECHNOLOGY SOLUTIONS 9
Slide 10: 2022 Annual Report
2022 ANNUAL REPORT Amaury Boilot, Chief Financial Officer
Slide 11: FY 2022 Revenue: +3.5% (+1.4% organic)
FY 2022 REVENUE: +3.5% (+1.4% organic) +€ 30.6m Purely organic change: € +12.2 (+1.4%) (+3.5%) 189.3 November 2021: Mono (UK) January 2022: Sirtel (Poland) Byon (Portugal) In millions of euros These figures have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of t
Slide 12: Benelux and Other Countries Compensate France's Temporary Slow-Down
BENELUX AND OTHER COUNTRIES COMPENSATE FRANCE’S TEMPORARY SLOW-DOWN 2021 2022 €874,0m €904.6m Benelux and Other Countries are driving Other France -16% Other growth Countries Benelux +38% Countries €206.3m Other Countries +24% €256.8m ▪ Strong market momentum, especially in the 23.6% 28.4% telecommu
Slide 13: Income Statement Highlights
INCOME STATEMENT HGHLIGHTS Impacts of Linky decrease €10.1m € millions FY 2022 FY 2021 Change Impacts of the transformation in telecom operations in France €20.9m Revenue 904,6 874,0 3,5% Restated EBITDA €77.7m (8.6%) Operational costs 774,3 710,3 9,0% ▪ Temporary additional costs for the implementa
Slide 14: Adjusted EBITDA per Geography
ADJUSTED EBITDA PER GEOGRAPHY FRANCE BENELUX OTHER COUNTRIES €221.9m €256.8m €507.3m €425.9m €206.3m €160.4m -16% +38% +24% €66.4m €20.8m €22.9m €28.4m 13.1% 4.9% 14.3% 12.8% €2,2m €7,1m Adj. EBITDA 1,1% 2,8% Revenue 2021 2022 2021 2022 2021 2022 Combined adverse effects of (i) the Fast ramp-up of b
Slide 15: France
FRANCE Accelerated transition in a disrupted macroeconomic environment CONNECTIVITY ENERGY Geographical redistribution of major contract Termination of smart-meters deployment Return to normal market conditions after peak during Covid-19 Delay in new activities ramp-up due to supply-chain issues ▪ T
Slide 16: Benelux & Other Countries
BENELUX & OTHER COUNTRIES Fast ramp-ups BENELUX OTHER COUNTRIES Fast ramp-ups and gain in market shares Fast ramp-ups and upcoming acceleration of growth ▪ Top-Line ▪ Gain in market shares confirming ability to duplicate the ▪ Top-Line model and to export know-how and expertise ▪ Strong organic grow
Slide 17: Income Statement Highlights
INCOME STATEMENT HIGHLIGHTS € millions FY 2022 FY 2021 ▪ €11.0 million of non-cash items relating to the Adjusted EBIT -0,3 40,8 adjustment of the value of contingent considerations (earnouts) linked to the Amortisation of intangibles -14,4 -14,7 purchase of minority interests in the group’s Financi
Slide 18: Financial Structure
FINANCIAL STRUCTURE Net cash position €52.3m Net cash position €54.0m Net gross debt €33.1m Net gross debt €38.9m Fixed assets Fixed assets 229.4 221.4 Equity 145,3 Equity 191.6 Provisions 41.0 Provisions 46.8 Leasing Debt (IFRS16) 67.4 Rights of use (IFRS 16) 67.0 Debt on future earn outs & Leasing
Slide 19: FY2022 Cash Generation
FY2022 CASH GENERATION Free cash-flow: €37.2m (1) (1) Change in WC excludes non-cash items 19 These figures have been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers may not conform exactly to the total figure or to 100%.
Slide 20: Key Highlights
KEY HIGHLIGHTS PROFITABILITY FINANCIAL STRUCTURE ▪ Progressive return to better ▪ A sound financial structure margins in France in 2023 ▪ Secured financing of ▪ Ramp-ups in Benelux but upcoming growth: €100- optimised organisation million syndicated loan with ▪ Priority given to growth in seven bank
Slide 21: Statutory Auditor's Report
STATUTORY AUDITOR’S REPORT Amaury Boilot Chief Financial Officer
Slide 22: Statutory Auditor's Report
STATUTORY AUDITOR’S REPORT ▪ Opinion ▪ Unqualified opinion of the annual accounts drawn up according to the rules and accounting principles of Luxembourg and of the consolidated accounts drawn up under IFRS as adopted in the European Union ▪ Basis of our opinion ▪ We conducted our audit in accordanc
Slide 23: A New Dimension 2018-2023
2018-2023 A NEW DIMENSION Gianbeppi Fortis, Chief Executive Officer Katarzyna Kuszewska, Group Head of Legal 23
Slide 24: From Start-up to International Group
FROM START-UP TO INTERNATIONAL GROUP IN LESS THAN 20 YEARS €900 M 2023 - 20 years in business €460 M - €1 billion in revenue €55 M €125 M €30 M MEDIUM-TERM - €2.5 billion in revenue 24
Slide 25: Strengthening Governance, Risk & Compliance (GRC)
STRENGTHENING GOVERNANCE, RISK & COMPLIANCE (GRC) Partners selection Project kick-off Analysis of exsiting Gap analysis compared to the AML processes regulations & identification of areas of improvement 2021 AVR MAI JUIN JUIL AOÛT SEPT OCT NOV DÉC 2022 JANV FÉVR MARS AVR MAI JUIN JUIL AOÛT SEP OCT N
Slide 26: Solutions30 in 2023: Strengthened and Harmonised Processes
SOLUTIONS30 IN 2023 STRENGTHENED AND HARMONISED PROCESSES Internal control, ▪ Nomination of a Group Head of Risk and Compliance ▪ Processes and controls defined, adopted, formalised and implemented risk management and compliance ▪ Risks and Internal Control System Manual rolled out strengthened ▪ Co
Slide 27: Solutions30 in 2023: Consolidated Organisation
SOLUTIONS30 IN 2023 A CONSOLIDATED ORGANISATION WITH STREAMLINED LEADERSHIP ▪ Skills strengthened and refreshed: ▪ 57% of Supervisory Board members were nominated after 2018(1) ▪ 50% of Management Board members have joined since 2018 Management bodies and governance ▪ 50% of Executive Committee memb
Slide 28: Complementary Management Teams
SOLUTIONS30 IN 2023 COMPLEMENTARY MANAGEMENT TEAMS Alexander Sator I Jean-Paul Cottet I Yves Kerveillant I Thomas Kremer I SUPERVISORY BOARD Chairman of the Supervisory Member of the Supervisory Board Member of the Supervisory Board Member of the Supervisory 100% independent members Board since Dec.
Slide 29: Continuing Our CSR Efforts
CONTINUING OUR CSR EFFORTS Gianbeppi Fortis, Chief Executive Officer
Slide 30: Key Facts 2022
KEY FACTS 2022 Inclusion of ESG matters into Strengthening of the ESG the Strategy Committee team with a CSR Manager attached to the Supervisory and an analyst Board Improvement of the Revision of the strategy to measurement of C02 make it more legible by 2023 Emission to set new targets aligned wit
Slide 31: Solutions30 Key Focus in 2022
SOLUTIONS30 KEY FOCUS IN 2022 SUPPORTING TALENTS IN TOMORROW’S JOBS 924 young people under the More than 180,000 hours of age of 30 were hired, training, i.e. 25 hours per representing 38.6% of the employee, were provided in total hirings. 2022 GOVERNANCE 100% of independent Strengthened competences
Slide 32: 2023 KPIs
2023 KPIs ENVIRONNEMENTAL SOCIAL GOVERNANCE ▪ Control our energy intensity (2% ▪ Recruit young employees (≥35% ▪ Manage 100% of the group’s difference between revenue of all hires) subcontractors via the growth and CO2 emissions) ▪ Control the severity rate (< 0.35 or mySupplace platform ▪ Reduce bu
Slide 33: Outlook
OUTLOOK Gianbeppi Fortis, Chief Executive Officer 33
Slide 34: Market Key Drivers - FTTH
MARKET KEY DRIVERS - FTTH Belgium 5,0 m households Italy 26,0 m households Germany 41,5 m households UK 27,8 m households 3.9 25.8 26.9 30.1 +31.3% +46.1% 16 +10.0% +26.6% +21.2% +26.7% +21.9% +26.0% 2 12.4 11.4 10.3 11.2 11.1 1 Average 3.5 3.8 0.3 3.5 Annual Growth Homes Passed Homes Connected Home
Slide 35: Market Key Drivers – Energy Transition
MARKET KEY DRIVERS – ENERGY TRANSITION Investment in grids: €584bn EU announced €300bn Smart meters: €45bn FUNDAMENTAL TRENDS of which €170bn in their investment in solar panel EVC: €17bn DRIVING THE NEEDS FOR digitalisation NEW ENERGIES SMALL-SCALE MULTIPLICATION OF TRANSMISSION & CONSUMERS & PRODU
Slide 36: Continued Key Action Plan
CONTINUED KEY ACTION PLAN ▪ Integration of new business in the South-East of France after the bankruptcy of a competitor. Visible effect from Q2 2023. FRANCE ▪ Development of new, fast-growing activities, in the fragmented energy sector. ▪ Strengthening of synergies between various activities, accom
Slide 37: Supporting Ramp-ups
SUPPORTING RAMP-UPS A NEW PLATFORM TO ONBOARD SUBCONTRACTORS Scarcity of human resources & Launching a new specialised end of the traditional salaried jobs platform to source technicians ▪ Nearly 3,000 partner companies embedded JOB NEEDS APPLICATION in the database ➔ A potential of nearly 40,000 te
Slide 38: Outlook
OUTLOOK Priority to organic growth and PROFITABILITY operational execution Improvement of EBITDA margin Negotiate price increases with customers REVENUE throughout the year Strict control of operating costs Above €1 bn in 2023 Confirmed normative EBITDA margin at 15% when growth and market Preservat
Slide 39: A Good Start to the Year Puts Us on Track to Meet Our Goals
A GOOD START TO THE YEAR PUTS US ON TRACK TO MEET OUR GOALS 2020 2021 2022 €819.3 M (+18%) €874.0 M (+6.7%) €904.6 M (+3.5%) 255.3 247.8 240.7 225.2 220.6 222.7 221.7 213.6 216 212.1 212.4 189.3 175.7 +14.6% (+14.5% organic) Q1 2023 is the highest quarter in the history of the Group Q1 2020 Q2 2020
Slide 40: Governance
GOVERNANCE Thomas Kremer Independent Member of the Supervisory Board
Slide 41: Supervisory Board
SUPERVISORY BOARD Alexander Sator I Francesco Sefarini I Pascale Mourvillier I SUPERVISORY BOARD Chairman of the Supervisory Member of the Supervisory Board Member of the Supervisory Board 100% independent members Board since Dec. 2018 since May 2017 since Dec. 2021 Jean-Paul Cottet I Yves Kerveilla
Slide 42: Approval of Paola Bruno's Appointment
APPROVAL OF PAOLA BRUNO’S APPOINTMENT ▪ Paola Bruno, Italian, 56 ▪ 30 years of experience working in London and Milan, mainly in investment banking, asset management and financial consulting ▪ Has served as a non-executive director for companies in the renewable energy and telecommunications markets
Slide 43: A Diverse Supervisory Board with Complementary Skills
A DIVERSE SUPERVISORY BOARD WITH COMPLEMENTARY SKILLS Women ▪ Stronger and more complementary skills 43% (compared to 29% previously) ✓ Markets and Industries ✓ International ✓ General Management 100% Independent directors ✓ Audit & Finance ✓ Organisation & Human Resources ✓ ESG ✓ Legal, Compliance,
Slide 44: Main Achievements of the Supervisory Board
MAIN ACHIEVEMENTS OF THE SUPERVISORY BOARD 6 Meetings of the Supervisory Board Attendance rate: 91% ▪ Review of Solutions30 SE accounts and consolidated financial statements ▪ Follow-up on the “Governance, Risk and Compliance” project ▪ Reorganisation of the Supervisory Board committees and creation
Slide 45: Main Achievements of the Committees
MAIN ACHIEVEMENTS OF THE COMMITTEES 9 meetings of the special committees Attendance rate: 97% ▪ Nominations & Remunerations ▪ Review of the remuneration for Supervisory Board and Management Board members ▪ Review of candidates for potential new Supervisory Board members to strengthen the board’s ski
Slide 46: Supervisory Board Remuneration
SUPERVISORY BOARD REMUNERATION Remuneration components Applicable principles as defined by the remuneration policy and subject to a 2022 Remuneration non-binding vote by the shareholders Remuneration Maximum amount: €407,000 €385,958 Fixed Amount A fixed amount in recognition of responsibilities per
Slide 47: Management Board Remuneration
MANAGEMENT BOARD REMUNERATION Remuneration components Applicable principles as defined by the remuneration policy and subject to a 2023 Remuneration non-binding vote by the shareholders Fixed remuneration Fixed annual remuneration that may vary according to each member’s role and Fixed remuneration
Slide 48: Vote on the Resolutions
VOTE ON THE RESOLUTIONS Pierre-Alexandre Degehet, Attorney at Law
Slide 49: First Resolution
FIRST RESOLUTION APPROVAL OF THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 The General Meeting, after having reviewed the management report of the Management Board, the report of the approved statutory auditor and the observations of the Supervisory Board, appro
Slide 50: Second Resolution
SECOND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2022 The General Meeting, after having reviewed the management report of the Management Board, the report of the approved statutory auditor and the observations of the Supervisory Board, a
Slide 51: Third Resolution
THIRD RESOLUTION ALLOCATION OF RESULTS The General Meeting acknowledges the net profit of EURO 17,237,985.00. . Profit for the year (A) EURO 17,237,985.00 Results brought forward (B) EURO 97,667,258.00 Other available reserves (C) - Available distributable reserves (D=A+B+C) EURO 114,905,243.00 Resu
Slide 52: Fourth Resolution
FOURTH RESOLUTION DISCHARGE TO THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD The General Meeting decides to grant discharge to the members of the Management Board and the members of the Supervisory Board for the performance of their mandates for the financial year ended on 31 December 20
Slide 53: Fifth Resolution
FIFTH RESOLUTION RE-APPOINTMENT OF MR. ALEXANDER SATOR, AS MEMBER OF THE SUPERVISORY BOARD The General Meeting decides to re-appoint Mr. Alexander SATOR, as member of the Supervisory Board of the Company for a mandate of 4 years ending at the date of the annual general meeting called to approve the
Slide 54: Sixth Resolution
SIXTH RESOLUTION RE-APPOINTMENT OF MR. YVES KERVEILLANT, AS MEMBER OF THE SUPERVISORY BOARD The General Meeting decides to re-appoint Mr. Yves KERVEILLANT, as member of the Supervisory Board of the Company for a mandate of 4 years ending at the date of the annual general meeting called to approve th
Slide 55: Seventh Resolution
SEVENTH RESOLUTION RESIGNATION OF MR. FRANCESCO SERAFINI OF HIS MANDATE AS MEMBER OF THE SUPERVISORY BOARD AND APPOINTMENT OF MRS. PAOLA BRUNO, AS NEW MEMBER OF THE SUPERVISORY BOARD The General Meeting acknowledges the resignation of Mr. Francesco SERAFINI of his mandate as member of the Supervisor
Slide 56: Eighth Resolution
EIGHTH RESOLUTION APPROVAL OF THE RE-APPOINTMENT OF PKF AUDIT & CONSEIL S. À R.L. AS APPROVED STATUTORY AUDITOR UNTIL THE ANNUAL GENERAL MEETING RESOLVING ON THE APPROVAL OF THE ANNUAL ACCOUNTS FOR THE FINANCIAL YEAR ENDING ON 31 DECEMBER 2023. Further to the end of the term of the mandate of the cu
Slide 57: Ninth Resolution
NINTH RESOLUTION SUBMISSION OF THE REMUNERATION REPORT FOR ADVISORY The General Meeting decides by an advisory vote to approve the Remuneration Report of the Company for the financial year 2022. 57
Slide 58: Tenth Resolution
TENTH RESOLUTION Based on the third resolution, allocating a total amount of remuneration for the Supervisory Board in relation to the financial year 2022 of EURO 385,958.00, the General Meeting approves the following annual fees per member of the Supervisory Board in relation to the financial year
Slide 59: Closing remarks to shareholders
To conclude this General Meeting, I would like to sincerely thank our shareholders, both those who have remained steadfast by our side during the difficult times and those who have recently renewed their confidence in us. I would also like to thank our teams, our customers and all our partners for t
Slide 60: www.solutions30.com
3 rue de la Reine L-2418 Luxembourg @solutions30.com Solutions30 is listed on Euronext Paris Symbol: S30 | Index: SBF 120 www.solutions30.com