Solutions 30 Se · EURONEXT:S30
Solutions 30 — Shareholder Meeting (June 2024)
63 slides from Solutions 30's shareholder meeting presentation, Jun 17, 2024
Slide 1: General Meetings of Shareholders
GENERAL MEETINGS OF SHAREHOLDERS 17 JUNE 2024
Slide 2: Annual General Meeting
ANNUAL GENERAL MEETING 17 JUIN 2024 14H30
Slide 3: 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 4: Formalities
FORMALITIES Pierre-Alexandre Degehet, Attorney at Law Pierre-Alexandre Degehet, Avocat à la Cour
Slide 5: Quorum and Majority
QUORUM AND MAJORITY Annual General Meeting 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 majo
Slide 6: 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 7: Agenda
AGENDA ANNUAL GENERAL MEETING 1. Presentation of (i) the management report and consolidated management report of the management board of the Company (the Management Board), (ii) the report of the approved statutory auditor on the annual accounts and on the consolidated financial statements of the Co
Slide 8: Solutions30 in 2023
SOLUTIONS30 IN 2023 Gianbeppi Fortis, Chief Executive Officer
Slide 9: The European Leader in Last Mile Digital and Energy Services
THE EUROPEAN LEADER IN LAST MILE DIGITAL AND ENERGY SERVICES PAN-EUROPEAN FOOTPRINT 3 VERTICALS In % of 2023 revenue In % of 2023 revenue Germany 6% CONNECTIVITY ENERGY TECHNOLOGY UK 4% Installation and Installation and Installation and Poland maintenance of FTTX, maintenance of smart maintenance of
Slide 10: Uninterrupted Trajectory of Growth
UNINTERRUPTED TRAJECTORY OF GROWTH DRIVEN BY THE DIGITAL TRANSFORMATION AND THE ENERGY TRANSITION 16 000 CAGR 25% Technicians 1 057 80 000 905 Interventions per day 874 819 691 € 1 057m 2023 revenue 458 275 192 112 125 77 94 36 45 55 64 30 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Slide 11: Solutions30: Solutions for New Technologies
SOLUTIONS30: SOLUTIONS FOR NEW TECHNOLOGIES France: Q Energy has partnered namely with S30 France: Acquisition of Elec ENR Belgium: >24000 households to launch the largest floating solar farm in Europe connected to Fiberklaar Germany: S30 and Glasfaserplus Group: launch of the ‘FemmesForce’ Belgium:
Slide 12: 2023 Results
2023 RESULTS Strong revenue growth, surpassing the €1 billion mark +16.8% to € 1 057m, driven by outstanding growth in Benelux Confirmed rebound in operating margin, with significant improvement in H2, as announced Adjusted EBITDA up +59,6% 7.1% adjusted EBITDA margin in 2023, up 190 bp A solid bala
Slide 13: 2023 Revenue: €1 Billion Target Achieved
2023 REVENUE: €1 BILLION TARGET ACHIEVED Strong organic growth in 2023 driven by Benelux +€152.4 m (+16.8%) € 1 057m Organic change: +€149.5 m (+16.5%) Revenue 2023 159.7 15.3 1 054.1 2.9 1 057.0 904,6 -25.5 +16,8% 2023 org. 2023 org. 2023 org. vs. 2022 growth: -6.0% growth: +71.9% growth: +6.0% 202
Slide 14: Continued Geographic and Sectoral Diversification
CONTINUED GEOGRAPHIC AND SECTORAL DIVERSIFICATION +16.8% +16.8% 1 057.0 1 057.0 Energy 119,6 904.6 904.6 +20.0% 381,6 104 Benelux 99,7 Technology 221,9 +72.0% -3.0% 107,2 256,8 Other countries +6.0% 272,1 Connectivity 833,4 697,7 +19.5% 425,9 France 403,3 -5.3% 2022 2023 2022 2023 France Benelux Oth
Slide 15: Margin Recovery Confirmed
MARGIN RECOVERY CONFIRMED Strong sequential improvement in H2 2023 € 74.6m 2023 Adjusted EBITDA 11,2% +59.6% 8,8% vs. 2022 7,6% 6,7% 5,3% 7.1% 3,7% 2023 Adjusted EBITDA margin +190 bps H1 2021 H2 2021 H1 2022 H2 2022 H1 2023 H2 2023 vs. 2022 Adjusted Ebitda in % of revenue 15
Slide 16: France
FRANCE ONGOING RECOVERY CONFIRMED Adjusted EBITDA Continued sequential margin improvement in H2 2023 +70.7% ▪ Reorganization and efficiency 9,6% measures bearing fruit: resources 40,0 35,5 8,5% 7,9% flexibility, process automation, 14,0% 35,0 optimization of central costs 30,0 12,0% 25,0 20,8 8,8% 1
Slide 17: Benelux
BENELUX MARGIN BACK TO DOUBLE DIGIT IN H2 2023 Adjusted EBITDA Rebound in margin in H2 2023 +53.5% 13,9% 50,0 30,0% 12,9% 43,6 12,0% 45,0 ▪ H1 affected by recruitment 25,0% 40,0 9,7% and start-up costs in a 35,0 28,4 20,0% context of hypergrowth 30,0 25,0 12,8% 15,0% 11,4% ▪ Normalization in H2 with
Slide 18: Other Countries
OTHER COUNTRIES H2 2023: HIGHEST MARGIN IN 3 YEARS Adjusted EBITDA Strong rebound in margin in H2 2023 -22,5% 18,0 14,0% 4,8% 16,0 14,0 12,0% ▪ Margin back into positive territories 3,6% 12,0 10,0% in H2 following negative H1 10,0 8,0% impacted by adverse business 8,0 7,1 2,0% conditions in Italy, w
Slide 19: 2023 Financial Results
2023 FINANCIAL RESULTS Amaury Boilot, Secretary General
Slide 20: Income Statement - Part 1
INCOME STATEMENT - PART 1 Change € millions FY 2023 FY 2022 23/22 Revenue 1 057.0 904,6 16.8% Operational costs 887.9 774.3 14.7% As % of turnover 84.0% 85.6% Central org. costs 94.8 83.6 13.4% As % of turnover 9.0% 9.2% Adjusted EBITDA(1) 74.6 46.7 59.6% As % of revenue 7.1% 5.2% Operational deprec
Slide 21: Income Statement - Part 2
INCOME STATEMENT - PART 2 € millions FY 2023 FY 2022 Adjusted EBIT 22.6 -0.3 Amortisation of intangibles -14.4 -14.4 Financial result -13.1 -17.1 Non-recurring items -11.0 -11.8 Corporate taxes -1.8 -5.6 Consolidated net income -17.5 -49.1 As % of revenue -1.7% -5.4% Net income (group share) -22.7 -
Slide 22: FY2023 Cash Generation
FY2023 CASH GENERATION Free cash-flow: €13.4m • Underlying increase in WC CFFO strongly up due to revenue growth +94% vs. 2022 • Unfavorable timing of cash-in reflecting strong and consumption of advances growth and received One-time earn- margin • Increase in WIP due to out payments for improvement
Slide 23: A Solid Financial Structure to Support Growth
A SOLID FINANCIAL STRUCTURE TO SUPPORT GROWTH Fixed assets Equity 145,3 Fixed assets Equity 124.6 €5.7m 221.4 220.9 Net cash at end 2023 (excluding IFRS 16 lease debt) vs. €54.0m at end 2022 Provisions 41.0 Provisions 47.3 IFRS 16 Lease Debt 67.4 IFRS 16 Lease Debt 76.4 Rights of use Rights of use 1
Slide 24: Statutory Auditor's Report
STATUTORY AUDITOR’S REPORT Amaury Boilot, Group Secretary General
Slide 25: Statutory Auditor's Report
STATUTORY AUDITOR’S REPORT ▪ Opinion ▪ Unqualified audit opinion on the annual financial statements prepared in accordance with Luxembourg accounting rules and principles and the consolidated financial statements for the year prepared in accordance with IFRS as adopted in the European Union ▪ Basis
Slide 26: Continuing Our CSR Efforts
CONTINUING OUR CSR EFFORTS Gianbeppi Fortis, Chief Executive Officer
Slide 27: Key Facts 2023
KEY FACTS 2023 Development of ESG Review and enhancement of Training on our our ESG strategy E-Learning platform Measuring our Carbon Science Based Targets Footprint via Bilan initiative (SBTi) Carbone Project External assessment of Integration of ESG Risk our ESG data & KPI Management tool 30
Slide 28: Solutions30 Key Focus in 2023
SOLUTIONS30 KEY FOCUS IN 2023 WORKPLACE SAFETY FOR TOMORROW’S SUCCESS In 2023, nearly a quarter of Întensifying our efforts to our total training sessions enhance H&S training for focused on Health & Safety technicians. measures. GOVERNANCE 100 % of independent GRC training mandatory for members in
Slide 29: 2024 KPIs
2024 KPIs ENVIRONNEMENTAL SOCIAL GOVERNANCE ▪ Reduce our Carbon Footprint ▪ Control the Injury Severity ▪ Manage at least 95% of Intensity* by 8% compared to2023 Rate** (below 0.65 at group level) subcontractors on mySupplace (Scope 1 & 2) ▪ Increase the number of training platform hours (≥ 25 hours
Slide 30: Q1 2024
Q1 2024 Gianbeppi Fortis, CEO 30
Slide 31: 2024 Q1: Good Start to the Year
2024 Q1: GOOD START TO THE YEAR Uninterrupted revenue growth driven by digital transformation and energy transition +3.8%, to € 265m in Q1 2024 Continued strong momentum in Benelux +21.6% revenue growth in Q1, against a very high comparison basis Energy activities confirmed as a powerful growth driv
Slide 32: Launch of Optic Fiber Roll-out in Germany
LAUNCH OF OPTIC FIBER ROLL-OUT IN GERMANY FUTURE 3RD PILLAR OF SOLUTIONS30 IN EUROPE Huge market potential Major contracts won in 2023 Acceleration of growth in 2024 42.5 million households in Germany ~€100 million Connected 12,6 33,5 64 m€ 2024 expected revenue 2023 revenue Subscribers 4 14,9 Sourc
Slide 33: Governance
GOVERNANCE Thomas Kremer, Vice-Chair of the Supervisory Board
Slide 34: Supervisory Board - 2023
SUPERVISORY BOARD - 2023 22 Alexander Sator I Thomas Kremer I Caroline Tissot I Jean-Paul Cottet I Meetings in 2023 Vice-Chair of the Supervisory (Committees included) Chair of the Supervisory Board since 3 April 2024 and Member of the Supervisory Member of the Supervisory Board since Dec 2018 Membe
Slide 35: A Diversified Supervisory Board
A DIVERSIFIED SUPERVISORY BOARD COMPLEMENTARY SKILLS ✓ Diversified ✓ Complementary skills 43% of women on the Board • Markets and Industries • General Management • Organisation & Human Resources ✓ Independent • Finance & Audit • M&A 100% independent Board • ESG members • Legal, Compliance, Risk and
Slide 36: Main Activities of the Supervisory Board
MAIN ACTIVITIES OF THE SUPERVISORY BOARD 97% 7 Attendance Rate Meetings in 2023 ▪ Assessment of the independence of members of the Supervisory Board. ▪ Review of Solutions30 statutory accounts and consolidated financial statements. ▪ Review of quarterly financial statements. ▪ Evaluation of the Mana
Slide 37: Main Committee Activities (1/3)
MAIN COMMITTEE ACTIVITIES (1/3) 100% 15 Nominations and Remunerations Attendance Rate Meetings to Specialized Committees in 2023 ▪ Review of remuneration of members of the Management Board: review of 5 performance criteria, performance analysis process, and remuneration Meetings in 2023 determinatio
Slide 38: Main Committee Activities (2/3)
MAIN COMMITTEE ACTIVITIES (2/3) 7 Meetings to Audit, Risk & 100% Compliance Audit, Risk and Compliance Attendance Rate ▪ Review of annual and interim revenue and financial results before presentation to the Supervisory Board. ▪ Review of exposure to social and environmental risks, review of the impa
Slide 39: Main Committee Activities (3/3)
MAIN COMMITTEE ACTIVITIES (3/3) 3 Meetings to Stratégy 100% & ESG Strategy and ESG Attendance Rate ▪ Discussion on the current state of business activities and markets. ▪ Analysis of potential M&A targets. ▪ Analysis and discussion on 2023 strategy and business plan. ▪ Analysis of Group ESG initiati
Slide 40: 2023 Supervisory Board Remuneration
2023 SUPERVISORY BOARD REMUNERATION Remuneration Applicable principles as defined by the remuneration 2023 Remuneration components policy and subject to a non-binding vote by the shareholders Remuneration Maximum amount (7 members) : €475,000 €468,000 Fixed Amount A fixed amount in recognition of re
Slide 41: 2023 Management Board Remuneration
2023 MANAGEMENT BOARD REMUNERATION Remuneration Applicable principles as defined by the 2023 Remuneration components remuneration policy and subject to a non-binding vote by the shareholders Fixed remuneration Fixed annual remuneration that may vary • Salary increase limited to the automatic legal a
Slide 42: Long Term Incentive Plan Proposed for 2024
LONG TERM INCENTIVE PLAN PROPOSED FOR 2024 ▪ Incentivize long-term participation in the ▪ Motivate, retain, and facilitate the company's success engagement of executives OBJECTIVES ▪ Attract and retain highly qualified ▪ Align the interests of executives with executives those of shareholders 1 2 Sha
Slide 43: Questions & Answers
Questions & answers
Slide 44: Resolutions Submitted for Approval at the General Meeting
RESOLUTIONS SUBMITTED FOR APPROVAL AT THE GENERAL MEETING Pierre-Alexandre Degehet, Attorney at Law
Slide 45: First Resolution
FIRST RESOLUTION APPROVAL OF THE ANNUAL ACCOUNTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2023 The Annual 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
Slide 46: Second Resolution
SECOND RESOLUTION APPROVAL OF THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED ON 31 DECEMBER 2023 The Annual 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 B
Slide 47: Third Resolution
THIRD RESOLUTION ALLOCATION OF RESULTS. The Annual General Meeting acknowledges the net profit of Euro 18,941,022.97. Profit for the year (A) EURO 18.941022,97 Results brought forward (B) EURO 114.905.242,92 Other available reserves (C) - Available distributable reserves (D=A+B+C) EURO 133.846.265,8
Slide 48: Fourth Resolution
FOURTH RESOLUTION DISCHARGE TO THE MEMBERS OF THE MANAGEMENT BOARD AND SUPERVISORY BOARD. The Annual 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 Dec
Slide 49: Fifth Resolution
FIFTH 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 2024. Further to the end of the term of the mandate of the cur
Slide 50: Sixth Resolution
SIXTH RESOLUTION APPOINTMENT OF AN APPROVED AUDITOR IN RELATION TO THE ASSURANCE OPINION ON THE SUSTAINABILITY REPORTING INCLUDED IN THE MANAGEMENT REPORT FOR THE FINANCIAL YEAR 2024, IF AND AS REQUIRED. In the event that the Luxembourg legislator, in transposing the CSRD directive 2022/2464 of 14 D
Slide 51: Seventh Resolution
SEVENTH RESOLUTION SUBMISSION OF THE REMUNERATION REPORT FOR ADVISORY The Annual General Meeting decides by an advisory vote to approve the Remuneration Report of the Company for the financial year 2023. 51
Slide 52: Eighth Resolution
EIGHTH RESOLUTION SUBMISSION OF THE REMUNERATION REPORT FOR ADVISORY Based on the third resolution, allocating a total amount of remuneration for the Supervisory Board in relation to the financial year 2023 of Euro 468,000.00 the Annual General Meeting approves the following annual fees per member o
Slide 53: Ninth Resolution
NINTH RESOLUTION SUBMISSION OF LTIP FOR ADVISORY The Annual General Meeting decides by an advisory vote to approve the LTIP. 53
Slide 54: Tenth Resolution
TENTH RESOLUTION AUTHORISATION TO THE MANAGEMENT BOARD, FOR A MAXIMUM PERIOD OF FIVE (5) YEARS TO REPURCHASE SHARES OF THE COMPANY The Annual General Meeting acknowledges the intention of the Company to potentially purchase its own shares in order to remit the shares of the Company as exchange or pa
Slide 55: Annual General Meeting Thanks
ANNUAL GENERAL MEETING THANKS 17 JUIN 2024 14H30
Slide 56: Extraordinary General Meeting
EXTRAORDINARY GENERAL MEETING 17 JUIN 2024 16H30
Slide 57: Formalities
FORMALITIES Pierre-Alexandre Degehet, Avocat à la Cour
Slide 58: Quorum and Majority
QUORUM AND MAJORITY Extraordinary General Meeting A quorum of at least 50% is required for the Extraordinary General Meeting to be able to validly deliberate. The resolutions on the agenda of this Extraordinary General Meeting will be adopted by a two-thirds majority of the votes validly cast. 58
Slide 59: Share Regrouping
SHARE REGROUPING Gianbeppi Fortis, Chief Executive Officer
Slide 60: Share Regrouping: Why?
SHARE REGROUPING: WHY? Stock regrouping: reducing the number of shares outstanding and increasing the unit price of a share, with the primary benefit of reducing stock price volatility Reduce stock price volatility Facilitating investment in Solutions30 shares which tends to be higher for stocks wit
Slide 61: Volatility and Tick Size
VOLATILITY AND « TICK SIZE » Increase the tick size depends notably on the stock price: €0.001 at current stock price, vs. €0.01 to €0.02 for a stock price between €10 and €20. Stock price volatility reduction * Dépend également du nombre moyen de transactions réalisées par jour. Moyenne 2024: entre
Slide 62: Share Regrouping: How?
SHARE REGROUPING: HOW? In exchange for 8 existing shares, with a par value of €0.1275, 1 new share with a par value of €1.02 will be issued. Before regrouping After regrouping Number of shares forming the share capital 107 127 984 13 390 998 8 Par value of a share €0,1275 €1,02 x 8 Subscribed share
Slide 63: www.solutions30.com
Solutions30 is listed on Euronext Paris Mnemo: $30 | Index: SBF120 www.solutions30.com