AKKA Technologies : H1 2021 Results – Good Business Momentum Results In Steady Margin Improvement

September 6th, 2021 at 19:00pm (CET) Inside/Regulated information

FIRST-HALF 2021 RESULTS

GOOD BUSINESS MOMENTUM RESULTS IN STEADY MARGIN IMPROVEMENT

PRESS RELEASE

Brussels (Belgium), September 6th, 2021.

 Ongoing business improvement across industries, strong momentum in non-mobility.

	H1 2021
			 All business units fueled improved profit.
	PERFORMANCE
			 H1 2021 operating margin (adjusted) of 5.3% reflects positive business momentum.
				 Full-year revenue expected to grow low to mid-single-digit.
				 Previous outlook on costs for FY 2021 confirmed.
	2021 OUTLOOK			 H2 2021 net profit to be back to the positive territory.
				 Full-year Free Cash Flow expected to remain negative due to one offs.

ADECCO'S

INTENTION TO

COMBINE AKKA

WITH MODIS

• Acquisition by the Adecco Group of Ricci family and CNP controlling stakes (59.92% of share capital) at €49 per share.
• Subsequent launch of a Mandatory Tender Offer for the remaining shares expected end of Q1 2022, subject to relevant approvals being obtained and closing.
• Intention to combine AKKA with Modis to create the number #2 player in the global engineering R&D market.
• Mauro Ricci and Jean-Franck Ricci agreed on a cash and share offer, showing commitment to future success of the combined entity within the Adecco Group.
• Premium of approximately 115% to the share price of €22.82 on July 23rd, 2021 and 108% on the last three weighted months average share price.

Mauro Ricci, Chairman and CEO of AKKA, commented: "The half year results we publish today show that the profound transformation effort undertaken over the last 18 months is bearing fruit. We are very pleased with the business improvement that continued across our sectors and Business Units.

While the aeronautics sector has not yet returned to growth, the innovation needs of our customers continue to accelerate. We are continuously focused on operating excellence, and further diversifying into new offerings, notably digital services, while progressively de-emphasizing less profitable activities. As a result, the operating margin of all our Business Units is recovering and is, in some cases, already above pre-crisis level.

AKKA is now perfectly poised to embark on a new chapter with Modis and we remain fully focused on delivering on our operational and financial objectives.".

PRESS RELEASE

H1 2021 RESULTS

€M	H12021	H12020	% CHANGE
REVENUE	769.6	778.0	-1.1%
EXTERNAL EXPENSES	(187.1)	(192.6)	-2.9%
PERSONNEL EXPENSES	(595.3)	(596.0)	-0.1%
NET DEPRECIATION & PROVISION	3.8	(58.9)	ns
FREE SHARES & STOCK OPTIONS	0.1	(1.2)	ns
OTHER OPERATING EXPENSES & INCOME	(5.2)	4.7	ns
OPERATING PROFIT	(14.2)	(66.1)	ns
% REVENUE	-1.8%	-8.5%
OPERATING PROFIT (ADJUSTED)	40.5	(12.6)	ns
% REVENUE	5.3%	-1.6%
FINANCIAL RESULT	(9.4)	(12.8)	-26.6%
PRE-TAX INCOME	(23.6)	(78.9)	-70.1%
TAX EXPENSE	(5.5)	22.1	ns
CONSOLIDATED NET INCOME	(29.2)	(56.8)	-48.6%
MINORITY INTEREST	(0.3)	(0.6)	-43.2%
GROUP NET INCOME	(29.5)	(57.4)	-48.6%

The AKKA Group's Board of Directors met on September 6th, 2021 to approve the financial statements for the first six months of 2021.

AKKA H1 2021 REVENUE

• It is important to note that the business environment in the first half of 2021 was not fully comparable to that of last year. As the COVID situation emerged towards the end of the first quarter in 2020, only one of the H1 2020 quarters suffered from this new business context compared to the full first half of 2021. Therefore, H1 2020 represented a challenging base of comparison.
• Nonetheless, AKKA recorded revenue of €769.6M in H1 2021, down only -1.1% reported and - 4.7% organically basis. The business improvement that has been noticeable for several quarters continued in Q2, in line with our expectations, with all Business Units recording positive organic growth this quarter.
• On a sequential basis, most Business Units are broadly stable compared to Q1, except North America where the repositioning of the business towards sales of higher value-added engineering solutions and digital solutions is continuing in line with our business strategy.
• In the second quarter, despite striking sequential growth in aeronautics (+5.6% compared to Q1 2021), AKKA's mobility sectors were slightly below Q1 2021 revenue as the order book into production conversion remains slow to materialize in the automotive sector, particularly in Germany. Defense and railways were stable sequentially but grew respectively by +23% and +7% compared to

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PRESS RELEASE

Q2 2020. Globally, mobility sectors continue to recover compared to last year's subdued levels, achieving a +4.7% growth compared to Q2 2020.

• As a result of the strong momentum in the non-mobility sectors (+20.5% compared to Q2 2020, and +2.5% sequentially), these sectors now account for 31.5% of the business mix with Energy, Services and Life Sciences sectors being the key sectors fueling growth this quarter.

ANALYSIS PER BUSINESS UNIT

• As previously announced on July 28th, 2021, all Business Units recorded positive organic growth this quarter, benefiting from the broad improvement in the business environment globally and a subdued basis of comparison.
• BU France posted revenue of €246.8M in H1 2021, down -6.6% organically on H1 2020. Although growth materialized in most sectors year-on-year, revenue remained impacted by the ongoing weakness of aeronautics, despite some small-size projects materializing.
• Revenue in BU Germany was €168.5.8M in H1 2021, down -7.1% organically compared to H1 2020 that was only partially impacted by the COVID situation. Mobility continues its recovery from 2020, with a very strong order book.
• BU North America recorded revenue of €119.3M, down -5.7% organically on H1 2020, reflecting the repositioning of the business towards sales of higher value-added engineering and digital solutions. The -13.6% decrease in revenue results from a significant negative exchange rate effect.
• Revenue in BU International was €129.8M in H1 2021, a +0.8% organic growth compared to H1 2020, despite a challenging basis of comparison. The momentum remains strong across sectors.
• Data Respons posted revenue of €105.1M in H1 2021, a +1.0% organic growth. As Data Respons has been consolidated since March 1st, 2020 only, and thanks to the consolidation of the small digital solutions company in the finance sector acquired in the first quarter of the year, reported growth was +64.2% in H1 2021 compared to H1 2020. The computer solutions business remains under pressure due to the global shortage of chips whereas the growth in digital engineering solutions continues.

STRONG IMPROVEMENT IN OPERATING PROFIT (ADJUSTED)

• AKKA's operating profit improved to (€14.2M) in the first half of 2021, from (€66.6M) in H1 2020, reflecting the improvement in operations. North America, International and Data Respons BUs recorded positive operating income. BU Germany and BU France are getting closer to profitability while BU North America is close to pre-crisis level. BU International and Data Respons already exceed this reference level, benefiting respectively from diversified business mix and pure digital positioning.
• 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 first-half of 2021 comprise mostly the costs related to the acceleration of the Group's transformation program (€35.9M), residual COVID related expenses (€7.7M), some acquisition and integration costs (€2.7M) and the amortization of the intangibles arising from the allocation of Data Respons' purchase price (€4.8M).
• Therefore, the Group's adjusted operating profit was €40.5M for H1 2021, a strong improvement compared to the loss of (€12.6M) published in H1 2020.

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PRESS RELEASE

• As was the case in H2 2020, all BUs of the Group were profitable in H1 2021. The North America BU delivered a margin rate in line with 2019 level whereas the International BU exceeded this benchmark. Data Respons achieved outstanding performance, with a margin of 13.4% above the acquisition business plan. Details of the profitability by BU are provided in the Appendix.
• The financial result increased from - €12.8M in H1 2020 to - €9.4M in H1 2021 mainly due to foreign exchange gains / losses fluctuation, mostly related to the negative impact of the Data Respons acquisition in 2020. The €5.5M tax expense in H1 2021 compares to a credit amount of €22.1M in H1 2020. Therefore, the Group's consolidated net loss was €29.5M in H1 2021, compared to a net loss of €57.4M in H1 2020.

A CONTINUED FOCUS ON CASH PROTECTION

• Protecting AKKA's financial health continues to be a primary objective. Further deferrals of cash outflows in the half of €48M contributed to better protection of the Group's Free Cash than previously expected, standing at a negative - €62.1M.
• The cash position at end of H1 2021 was €324.6M, compared €469 M by year-end 2020. With €705M of undrawn credit facility, the financing capacity by end of June exceeded the euro billion.

A SOLID BALANCE SHEET STRUCTURE

• AKKA's balance sheet structure remains solid. Covenant net debt post IFRS16 stood at €429M, corresponding to a leverage of 3.14 times (net debt / EBITDA), well below covenants. This net debt position does not take into account 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.
• In addition, on July 20th, 2021, AKKA announced some additional liquidity lines for a total amount of €179.3M, concluded through the grant of a €104.3M French State Guaranteed Loan and the signature of an agreement with a leading European bank, on a €75M additional revolving credit facility (currently undrawn) for a two-year period, with three extension options (3X1 year), potentially extending the maturity up to 2026. These operations have no material impact on the Group's average financing cost, and the net debt and covenant ratios are not affected by these operations.

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

• On July 28, 2021, the Ricci family and Swilux S.A., a wholly-owned subsidiary of Compagnie Nationale à Portefeuille SA ("CNP"), which collectively hold approximately 60% of AKKA's capital and 68% of the voting rights, irrevocably agreed to sell their stake to the Adecco Group's subsidiary Modis. The closing of this first stage is expected to take place at the beginning of the first quarter of 2022, subject to a number of conditions precedent, in particular the obtaining of all regulatory authorizations.
• Following the closing of the first step of the transaction, whereby the Adecco Group will have acquired a controlling interest in AKKA, the Adecco Group will launch a mandatory takeover bid in Belgium and France for the remaining AKKA shares at the same price of €49 per share (the "Mandatory Takeover Bid"). The Mandatory Takeover Bid will be unconditional. Holders of AKKA shares will therefore have the possibility to offer their shares for €49 per share in cash, or an equivalent price in cash per subscription right or per convertible bond/ODIRNANE. Subject to obtaining the necessary authorizations, the Takeover Bid is expected to be launched towards the end of the first quarter of

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PRESS RELEASE

2022 and to be completed in the second quarter of 2022. Communications regarding the Mandatory Takeover Bid will be made in accordance with the rules applicable to public takeover bids.

• The acquisition of AKKA by the Adecco Group's subsidiary Modis with a view to combining it with its engineering business will create the world's number 2 in smart industry. Since its creation, AKKA has always focused on accelerating innovation for its clients. By taking this next step with Modis, AKKA is even better positioned to do so, strengthening its capabilities as a valuable long-term partner. The addition of cutting-edge digital engineering skills, combined with our deep expertise in full product lifecycle engineering will create value for all the Group's stakeholders.

CONCURRENT ACQUISITION OF REAL ESTATE ASSETS BY AKKA

• The Board of Directors, which met on July 27th, 2021, approved the acquisition of 100% of Valentine Finance SARL, which indirectly owns, through real estate companies in France, Belgium, Germany and Morocco, part of the office buildings that AKKA leases as part of its business. This acquisition, made for €70M from related parties, was concluded on July 28th, 2021.
• This acquisition will have the following main impacts: on the one hand, the elimination from the consolidated balance sheet of the related rights of use, lease liabilities, depreciation charges and interest expenses; and the recognition of the value of the real estate assets acquired and of the financial debt of Valentine Finance in the balance sheet, as well as of the depreciation charges on the assets and interest in the income statement.
• The acquisition of Valentine Finance will have a slightly positive recurring impact on AKKA's operating income. The impact on net debt will be an increase of around €117M.

OUTLOOK

• On the back of a business momentum that continues to get stronger, AKKA now expects low to mid single-digit revenue growth for the full year of 2021. In line with the usual seasonality pattern, the fourth quarter of the year should be stronger than the third . All the business units, but North America where the business repositioning continues, are expected to grow organically year-on-year.
• AKKA confirms that the additional cost reductions derived from the Fit-2-Clear transformation plan, together with the first savings linked to the implementation of the restructuring plans to adapt our capacities to the foreseen demand in the Group's largest BUs should allow for a year-on-year reduction in the Group's cost base of about €70 to €75M.
• The continuation of the Group's transformation will lead to additional €75M costs below Operating profit (adjusted) for the full year of 2021 (excluding the amortization of the intangibles arising from the allocation of Data Respons purchase price), as already communicated.
• In light of the recovery materializing across BUs, and due to the operating excellence the Group is focused on, AKKA expects its H2 2021 net profit to be back into positive territory.
• Despite the strong performance on cash management in the first half of the year, Free Cash Flow should remain negative for the full year due to the one-off cash outflows arising from the restructuring plans and Fit2Clear implementation costs accrued in 2020 and 2021.

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