FY 2021 Results: solid recovery in profitability and strict cash monitoring

Brussels, Belgium

10 March 2022 at 5:45pm Inside information/regulated information

RELEASE		FY 2021
PRESS		PERFORMANCE
		ADECCO TO
		COMBINE AKKA
		WITH MODIS

OUTLOOK

FOR 2022

FY 2021 RESULTS

SOLID RECOVERY IN PROFITABILITY1 AND STRICT CASH MONITORING

• Growth acceleration in Q4 especially in diversified and digital BUs in line with expectations
• Full-yearrevenue of €1,553.4M, up 3.3% vs 2020
• Operating profit up to €17.5 M, confirming recovery
• FY operating profit (adjusted)1: €99.1M, a 6.4% margin
• Tight cash management
• Solid balance sheet
• First phase of the transaction closed on February 23rd
• Adecco group now owns 64.72% of AKKA securities, Mandatory Tender Offer to be launched in Belgium and France for the remaining AKKA Technologies securities, at the same cash price of €49 per share
• Intention to proceed to a simplified squeeze-out
• Revenue expected to grow mid to high single-digit with all BUs contributing to growth
• Operating margin (adjusted) expected to be close to 2019 rate
• One-offcosts expected to normalize to 1% of revenue
• H1 Free Cash Flow expected to be negatively impacted by early repayment of social & fiscal charges deferred

2021 RESULTS SUMMARY

The AKKA Group's Board of Directors met on March 9th, 2022 and approved the financial statements for 2021. The business environment has continuously improved during the year, yielding into a solid recovery in profitability.

	€M			FY 2021			FY 2020			%
							CHANGE
	REVENUE			1,553.4			1,503.5			3.3%
	PURCHASED SERVICES & GOODS			(378.3)			(365.4)			3.5%
	PERSONNEL EXPENSES			(1,143.9)			(1,134.0)			0.9%
	NET DEPRECIATION & PROVISION			(3.2)			(172.8)			ns
	FREE SHARES & STOCK OPTIONS			(0.6)			(1.0)			-41.6%
	OTHER OPERATING EXPENSES &			(9.9)			(0.8)			ns
	INCOME
	OPERATING PROFIT			17.5			(170.5)			ns
	% REVENUE			1.1%			-11.3%			ns
	OPERATING PROFIT (ADJUSTED)			99.1			19.5			408.2%
	% REVENUE			6.4%			1.3%			+510 bps

• Definition and calculation of all Alternative Performance Measures (APM) are provided in the Appendix

PRESS RELEASE

FINANCIAL RESULT	(21.5)	(27.4)	-21.5%
PRE-TAX INCOME	(4.0)	(197.9)	ns
TAX EXPENSE	(6.1)	30.0	ns
CONSOLIDATED NET INCOME	(10.1)	(167.9)	ns
MINORITY INTEREST	(1.2)	(0.9)	ns
GROUP NET INCOME	(11.4)	(168.8)	ns

*The details of adjustments on the operating profit are provided in the Appendix

Q4 2021 REVENUE: GROWTH ACCELERATION IN THE LAST QUARTER

					REPORTED	ORGANIC
	€M	Q4 2021	Q4 2020		GROWTH	GROWTH
					(%)	(%)
	FRANCE	139.9	115.7		+20.9%	+20.8%
	GERMANY	87.5	83.3		+5.0%	+5.0%
	NORTH AMERICA	60.1	65.9		-8.8%	-12.4%
	INTERNATIONAL	67.0	61.5		+8.9%	+7.9%
	DATA RESPONS	57.6	48.0		+19.9%	+8.9%
	TOTAL GROUP	412.0	374.4		+10.0%	+7.7%

• AKKA recorded revenue of €412.0M in Q4 2021, up +10.0% compared to Q4 2020, or 7.7% on an organic basis. The recovery recorded since the beginning of the year continued and accelerated in the last quarter, especially in the most diversified and digital BUs. AKKA's mobility sectors confirmed their continuous rebound, and Aeronautics sector shows clear sign of restart. AKKA's diversification sectors continue their expansion, and most of them grew double-digit in the last quarter of the year compared to the same quarter in 2020.
• By BU:

• In Q4 2021, France BU revenue increased by 20.9%, to €139.9M. The growth in this BU is fueled by a good momentum across sectors, but it benefited particularly from the noticeable restart in Aeronautics, which posted revenue increase of c. 80% compared to Q4 2020.
• In Q4 2021 the German BU revenue increased by +5.0%, to €87.5M, showing first signs of business improvement despite December being impacted by a high sickness rate due to the COVID situation.

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PRESS RELEASE

• AKKA North America revenue declined by -8.8% in Q4 2021 or -12.4% organically, to €60.1M. This reduction in business results from the business repositioning strategy towards higher margin businesses.
• The International BU Q4 2021 revenue increased by +8.9% or +7.9% on an organic basis, to €67.0M. This BU benefits from its diversification, as the business momentum remained strong in most of the countries and sectors, in line with previous quarters.
• Data Respons revenue increased by 19.9% or 8.9% organically, to €57.6M. The Computer Solutions business recovered in Q4, with a positive growth, while the R&D business continued to grow double digit.

FY2021 REVENUE BY BU

				REPORTED	ORGANIC
	€M	FY 2021	FY 2020	GROWTH	GROWTH
				(%)	(%)
	FRANCE	502.7	488.1	+3.0%	+3.0%
	GERMANY	342.8	349.2	-1.8%	-1.8%
	NORTH AMERICA	239.0	264.8	-9.7%	-6.6%
	INTERNATIONAL	260.8	248.3	+5.0%	+5.3%
	DATA RESPONS	208.2	153.1	+36.0%	+3.7%
	TOTAL GROUP	1,553.4	1,503.5	+3.3%	+0.7%

• After a first quarter that was still pretty impacted by the downturn in demand, business recovery has been confirmed quarter after quarter, translated in a 3.3% revenue increase for the full year of 2021, to €1,553.4M, in line with expectations.
• The mobility sectors were flattish year on year as the restart in Aeronautics only materialized in the last quarter of the year. The traction in the non-mobility sectors has been strong, with a double-digit growth year on year.
• In FY 2021, AKKA's French BU revenue increased by 3.0% to €502.7M, reflecting the steady improvement of business environment during the year across sectors, including Aeronautics in the last quarter. The German BU revenue decreased by -1.8%, to €342.8M, impacted by a slow start in 2021. The order book has been building up quarter after quarter but its conversion into revenue takes time to materialize. AKKA North America's revenue decreased by -6.6% organically, to €239.0M as a result of the deliberate strategy to repositioning the business towards higher margin activities in the region. The International BU performance has been strong in FY 2021, delivering a +5.3% organic growth, to €260.8M, benefiting from a very balanced business mix. Data Respons growth was +3.7% (organic), posting revenue of €208.2M. While its computer solution business has been under pressure until the end of Q3, it has been offset by the strength of its digital R&D business.

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PRESS RELEASE

FY2021 OPERATING PROFIT BACK TO POSITIVE TERRITORY, RECOVERY CONFIRMED

• AKKA's operating profit strongly improved, from € (170.5) M in 2020 to €17.5M in 2021, thanks to the business improvement described above and bearing the fruits from the Group's transformation. As a reminder, the Group publishes an Operating profit (adjusted) which underlines the performance from operations irrespective of some events that can occur during a specific year. The calculation of the Operating profit (adjusted) is provided in the Appendix.
• The adjustments for the full year of 2021 amount to €81.5M, and comprise mostly €58.0M of costs related to the implementation of the Group's transformation program, residual COVID related expenses (€8.6M), the amortization of the intangibles arising from the allocation of Data Respons' purchase price (€9.7M). These costs amounted to €190.0M in 2020.
• After taking into account these comparability adjustments, the Group's adjusted operating profit was €99.1M in 2021, a figure multiplied by 5 compared to the €19.5M realized in 2020, which confirms the strong recovery. Sequentially, the adjusted profit increased from €40.5M in H1 2021 to €58.6M in H2 2021, a +44.7% growth. The margin rate (adjusted) stood at 7.5% in H2 2021, from 5.3% in H1 2021, and to 6.4% for the full year.
• All of the Group's BUs were profitable in 2021, and some of them are already back to pre- COVID margin rate. Data Respons continues to deliver on the pre-acquisition expectations, with a margin in excess of 13%. All the others Business Units are showing continuous improvement, with a margin rate stronger in the second half of the year than in the first half.
• The financial result increased from € (27.4) M in 2020 to € (21.5) M in 2021, mainly impacted by positive FOREX impacts. The €6.1M tax expense in 2021 compares to a credit amount of €30.0M in 2020, in line with the recovery in profit. Therefore, the Group's consolidated net loss was limited to € (11.4) M in 2021 compared to a net loss of € (168.8) M in 2020. Sequentially, the Group achieved a positive net profit of €18.1M in H2 2021, a strong improvement on the € (29.5) M loss in H1 2021.

A TIGHT CASH MANAGEMENT

• The protection of AKKA's financial health that had been a key priority throughout the COVID crisis, continued in 2021. Therefore, and despite the restructuring costs related to the Group's transformation, the Free Cash Flow was negative but limited to € (23.2) M in 2021, compared to €141.7M in 2020 when c. €150M of charges had been deferred.
• The cash position at year-end 2021 was €367.9M, compared €468.0M by year-end 2020, including the acquisition of the real estate business for c. €70M.

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PRESS RELEASE

A SOLID BALANCE SHEET STRUCTURE

• AKKA's balance sheet structure remains solid. Covenant net debt post IFRS16 stood at €512M, corresponding to a leverage of 3.24 times (net debt / EBITDA), well below covenants. This net debt position does not consider the €175M ODIRNANE bonds, which are accounted for in equity.
  For more information on the definition and details of the calculation of the net debt, leverage and gearing, refer to the Appendix.

AKKA AND MODIS TO UNITE TO BUILD A GLOBAL SMART INDUSTRY LEADER

The first stage of the transaction announced on July 28th, 2021 closed on February 23rd as The Adecco Group announced that the acquisition of a controlling stake in AKKA Technologies had been completed through the purchase of all holdings from the Ricci family and SWILUX S.A., the fully-owned subsidiary of Compagnie Nationale à Portefeuille SA.

The Adecco Group intends to combine AKKA and Modis. Through this landmark step, the new business will generate around €4 billion of revenues and be the global number two in the ER&D services market with 50,000 engineers and digital experts.

The Adecco Group now owns 64.72 percent of the shares issued by AKKA Technologies. As a result, the Group will launch a Mandatory Tender Offer in Belgium and France for the remaining AKKA Technologies securities, at the same cash price of €49 per share, and €100,000 plus accrued interest per convertible bond. The Mandatory Tender Offer will be unconditional. AKKA Technologies security holders will thus have the option to tender their holdings, thus benefiting from an immediate access to liquidity. The publication of the offer document, the response memorandum of the Board of Directors of AKKA Technologies and further information on the acceptance procedure will follow in due course.

After the closing of the Mandatory Tender Offer, the Adecco Group intends to proceed to a simplified squeeze- out if the conditions for such a squeeze-out bid are met, with a view to acquiring all securities of AKKA Technologies as well as delisting its equity from Euronext Brussels and Euronext Paris. The Group expects such process to be completed by end H1 2022.

The offer price per share represents a premium of 99% to the share price of €24.60 on July 26th, 2021, and a 108% premium over the last three months' volume weighted average price.

The transaction consideration of €2.0 billion in Enterprise Value, reflects an offer price of €49 per share, or Equity Value of €1.5 billion for 100% of outstanding share capital, and accounts for AKKA's net financial debt as of end June 20212. The agreed purchase price represents an EV/EBITDA multiple of 10.6x 2022e3.

• Excluding the ODIRNANE, equity accounted under IFRS (€175 mn, first call in 2025).
  3 Multiple based on consensus estimates.

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