Claranova : Consolidated Financial Statements 2019 - 2020

CONSOLIDATED FINANCIAL STATEMENTS

2019-2020

CONTENTS

	STATEMENT OF COMPREHENSIVE INCOME	4
1
	STATEMENT OF FINANCIAL POSITION	5
2
	CONSOLIDATED STATEMENT OF CASH FLOWS	6
3
	STATEMENT OF CHANGES IN CONSOLIDATED EQUITY	7
4
	NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	8
5

6 STATUTORY AUDITORS' REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS 50

2 -



Consolidated financial statements

2019-2020

Pursuant to Regulation (EU) no. 2017/1129, the following information is incorporated by reference in the Universal Registration Document:

• Claranova's consolidated financial statements for fiscal year 2018-2019, prepared in accordance with IFRS, and the Statutory Auditors' report thereon, contained in Sections 2.1 to 2.6, of the Universal Registration Document filed with the AMF on October 21, 2019 (D. 19-0905);
• all these documents are available on the Company's website at www.claranova.com.

Information is expressed in millions of euros, unless otherwise stated.

The English language version of this report is a free translation of the original document prepared in French. Only the French version of the Consolidated Financial Statements has been filed with the AMF. It is therefore the only legally binding version.

2019-2020 Consolidated financial statements - CLARANOVA

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- 2019-2020 Consolidated financial statements Statement of comprehensive income

1	Statement of comprehensive income
(in € million)		Notes	2019-2020(1)	2018-2019
Net revenue	Note 6	409.1	262.3
Raw materials and purchases of goods	Note 7	(126.2)	(71.2)
Other purchases and external expenses	Note 8	(191.4)	(122.0)
Taxes, fees and similar payments		(0.7)	(0.4)
Employee expenses	Note 9	(55.0)	(38.8)
Depreciation, amortization and provisions (net of reversals)		(7.2)	(2.0)
Other recurring operating income and expenses	Note 10	(15.2)	(13.6)
Recurring operating income		13.3	14.3
Other operating income and expenses	Note 11	(5.6)	(2.9)
Operating income		7.8	11.4
Net borrowing costs		(3.8)	(1.1)
Fair value remeasurement of financial instruments		0.6	(47.2)
Other financial expenses		(1.4)	(0.8)
Other financial income		0.1	0
Financial income	Note 13	(4.5)	(49.2)
Tax expenses	Notes 14 & 15	(2.1)	(3.7)
Share of profit or loss of associates		-	-
Net income (loss) from continued operations		1.2	(41.4)
Net income (loss) from discontinued operations		-	-
Net income		1.2	(41.4)
Attributable to owners of the Company		0.5	(40.8)
Attributable to non-controlling interests		0.7	(0.6)
Earnings per share	Note 16	-	-
Earnings per share, Group share (in €)		0.01	(0.10)
Earnings per share, Group share, after potential dilution (in €)		0.01	(0.10)
Net income		1.2	(41.4)
Other items of comprehensive income		-	-
Translation adjustments on foreign operations		(2.4)	1.8
Translation adjustments on net investments in foreign operations		-	-
Actuarial gains and losses on post-employment obligations	Note 12	(0.1)	(0.1)
Total other comprehensive income		(2.5)	1.8
Comprehensive income		(1.3)	(39.6)
Attributable to owners of the Company		(2.0)	(39.0)
Attributable to non-controlling interests		0.7	(0.6)

All items of comprehensive income may be reclassified to profit or loss, except for actuarial gains and losses on post-employment obligations.

(1) The impacts of the adoption of IFRS 16 are described in Note 21.

4 -

2019-2020 Consolidated financial statements - Statement of financial position

2 Statement of financial position

(in € million)	Notes	6/30/2020(1)	6/30/2019
Goodwill	Note 17	61.7	63.0
Intangible assets	Note 18	8.8	6.9
Property, plant and equipment	Note 19	5.9	1.4
Right of Use of Property, Plant and Equipment	Note 21	9.8	-
Financial assets		0.7	0.6
Equity interests in associates		-	-
Other non-current receivables	Note 24	2.4	2.4
Deferred tax assets	Note 15	4.5	0.9
Non-current assets		93.7	75.1
Financial assets-Less than one year		-	-
Work-in-progress	Note 22	14.4	4.8
Trade receivables	Note 23	9.9	11.6
Current tax assets	Note 14	0.7	1.1
Other current receivables	Note 24	8.5	8.0
Cash and cash equivalents	Note 25	82.8	75.4
Current assets		116.3	100.9
Total assets		210.0	176.1
(in € million)	Notes	6/30/2020(1)	6/30/2019
Share capital	Note 26	39.4	39.4
Share premium and consolidated reserves		10.7	54.0
Net income (Group share)		0.5	(40.8)
Equity - Share of Equity Owners of the Parent Company		50.6	52.6
Non-controlling interests		11.7	11.0
Total Equity		62.3	63.6
Non current lease liabilities	Note 21	7.2	-
Non-current financial liabilities	Note 28	62.8	49.1
Deferred tax liabilities	Note 15	1.6	1.2
Non-current provisions	Note 27	0.3	0.5
Other non-current liabilities	Note 29	1.2	1.2
Total Non Current Liabilities		73.1	52.0
Current provisions	Note 27	0.4	0.1
Current lease liabilities	Note 21	3.0	-
Current financial liabilities	Note 28	6.1	2.7
Trade payables	Note 31	48.0	28.0
Current tax liabilities		1.2	3.0
Other current liabilities	Note 30	15.9	26.7
Current liabilities		74.6	60.5
Total liabilities		210.0	176.1

(1) The impacts of the adoption of IFRS 16 are described in Note 21.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Consolidated statement of cash flows

3 Consolidated statement of cash flows

(in € million)	Notes	2019-2020(1)	2018-2019
Operating activities		-
Consolidated net income		1.2	(41.4)
Share of profit or loss of associates		-	-
Elimination of items with no impact on the cash position or not related to operations:		-	-
• Net depreciation, amortization and provisions (excluding current provisions)		7.3	2.3
• Share-based payments (IFRS 2) and other restatements		0.0	(0.1)
• Net borrowing costs recognized	Note 33.1	3.8	1.1
• Change in fair value of financial instruments	Note 33.2	(0.6)	47.2
• Gains/(losses) on disposal		0.0	0.0
• Tax expense (including deferred taxes) recognized	Notes 14 & 15	2.1	3.7
• Other items		0.4	1.9
Net cash flow from operating activities		14.2	14.8
Changes in working capital requirements	Note 33.5	22.5	(4.1)
Taxes paid	Notes 14 & 15	(6.8)	(3.8)
Net interest paid		(0.5)	0.3
Cash flow from operations		29.5	7.2
Investment activities		-	-
Acquisitions of intangible assets		(0.0)	(2.0)
Acquisitions of property, plant and equipment	Note 33.6	(1.2)	(0.5)
Disposals of property, plant and equipment and intangible assets		0.0	0.0
Acquisitions of financial assets		0.0	(0.0)
Disposals of financial assets		0.0	0.0
Impact of changes in scope		(31.9)	(13.3)
Net cash flow from (used in) investing activities		(33.1)	(15.8)
Financing activities		-	-
Capital increase		0.0	0.5
Dividends received from companies accounted for using the equity method		-	-
Share buyback		0.0	(1.9)
Proceeds from borrowings	Note 33.7	21.1	21.1
Principal payments on borrowings	Note 33.9	(9.7)	(1.7)
Other flows related to financing		0.5	-
Net cash flow from (used in) financing activities		12.0	17.9
Net cash from discontinued operations		-	-
Net increase (decrease) in cash		8.3	9.3
Opening cash position		75.4	65.7
Effects of exchange rate fluctuations on cash and cash equivalents		(0.8)	0.3
Closing cash position		82.8	75.4

(1) The impacts of the adoption of IFRS 16 are described in Note 21.

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2019-2020 Consolidated financial statements - Statement of changes in consolidated equity

4 Statement of changes in consolidated equity

							Non
	Share	Share	Translation	Consolidated	Net	Group	controlling
(in € million)	Capital	premium	reserves	reserves	income	share	interests	Total
As of June 30, 2018	39.4	120.9	(2.7)	(137.1)	(7.9)	12.5	1.8	14.3
Actuarial gains and losses				(0.1)		(0.1)		(0.1)
on post-employment obligations
Translation adjustments			1.8	(0.1)		1.7	0.0	1.7
Other items of comprehensive			1.8	(0.1)		1.6	0.0	1.7
income
Income for the period					(40.8)	(40.8)	(0.6)	(41.4)
Comprehensive income			1.8	(0.1)	(40.8)	(39.2)	(0.6)	(39.8)
Treasury shares				(1.9)		(1.9)		(1.9)
Share capital increase	0.1	0.4		-		0.5		0.5
Appropriation of retained earnings				(7.9)	7.9
Share-based payments				2.7		2.7	0.0	2.8
Financial instruments for acquisition				85.3		85.3		85.3
Changes in scope				(7.7)		(7.7)	7.7
Distribution of dividends
Transaction between shareholders				0.5		0.5	2.0	2.5
As of June 30, 2019	39.4	121.3	(0.9)	(66.4)	(40.8)	52.6	11.0	63.6
Actuarial gains and losses				(0.1)		(0.1)		(0.1)
on post-employment obligations
Translation adjustments			(4.2)	1.8		(2.4)	0.0	(2.4)
Other items of comprehensive			0.0	0.0		(2.5)	0.0	(2.5)
income
Income for the period					0.5	0.5	0.7	1.2
Comprehensive income						(2.0)	0.7	(1.3)
Appropriation of retained earnings				(40.8)	40.8	0.0		0.0
As of June 30, 2020	39.4	121.3	(5.1)	(105.5)	0.5	50.6	11.7	62.3

(1) The impacts of the adoption of IFRS 16 are described in Note 21.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

5 Notes to the consolidated financial statements

Contents

Note 1	Major events of the fiscal year
Note 2	Scope of consolidation as of June 30, 2020
Note 3	Accounting principles, rules and methods
Note 4	Main judgments and estimates used in
	preparing the annual financial statements
Note 5	Operating segments
Notes to the Income Statement
Note 6	Revenue
Note 7	Raw materials and purchases of goods
Note 8	Other purchases and external expenses
Note 9	Employee expenses
Note 10	Other recurring operating income and expenses
Note 11	Other operating income and expenses
Note 12	Retirement termination benefits
Note 13	Analysis of net financial income (expense)
Note 14	Income tax
Note 15	Deferred tax
Note 16	Earnings per share
Notes to balance sheet assets
Note 17	Goodwill
Note 18	Intangible assets
Note 19	Property, plant and equipment excluding IFRS 16
	standard

8	Note 20 Depreciation and amortization excluding IFRS 16
10		standard	28
Note 21 IFRS 16 Leases	29
13
Note 22 Inventories and work-in-progress	32
20	Note 23 Trade receivables and related receivables	33
21	Note 24 Other non-current and current receivables	33
22	Note 25 Cash and cash equivalents	34
22	Notes to balance sheet liabilities	34
24	Note 26	Equity	34
24	Note 27	Provisions	39
24	Note 28 Non-current and current financial liabilities	39
24	Note 29 Other non-current liabilities	42
24	Note 30 Other current liabilities	42
24	Note 31	Trade payables	42
25	Note 32 Summary of financial and operating
25		assets and liabilities	43
Notes to the Statement of cash flows	44
26
Note 33 Notes to the Statement of cash flows	44
26
Other information	46
27
Note 34 Off-balance sheet commitments	46
27
Note 35 Events after the reporting period	48
28
Note 36	Other information	49
28

Claranova's securities are listed on Euronext Paris - Eurolist Compartment B.

The 2019-2020 consolidated financial statements were approved by the Board of Directors on September 30, 2020.

Note 1 Major events of the fiscal year

The major events of the fiscal year impacting the activities of the Group and its subsidiaries are presented in Chapter 1 of the Universal Registration Document, scheduled for publication on October 21, 2020.

Other major events, presented in chronological order, include:

1.1 Claranova reverse stock split

Claranova performed a reverse stock split of one new share for 10 existing shares following its approval by shareholders at the Extraordinary General Shareholders' Meeting of June 11, 2019. The par value of the Claranova share was increased in proportion to the exchange parity from €0.10 to €1.

The former Claranova shares (ISIN code: FR0004026714) were delisted from the Euronext market on July 31, 2019 and replaced by the new Claranova shares (ISIN code: FR0013426004) on August 1, 2019.

Following the reverse stock split, the Company's share capital comprises 39,442,878 ordinary shares, including 242,125 treasury shares.

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2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

1.2 Acquisition of FTD Companies Inc.'s personalized gifts business

On August 2, 2019, Claranova announced the acquisition of the assets of Personal Creations®, the personalized gifts business of the US group, FTD Companies, Inc.

This business was integrated into the PlanetArt segment and enabled the Group to extend its activity to the buoyant personalized gifts market.

The purchase consideration totaled €16.7 million of which US$18.1 million, plus certain additional costs relating to the Chapter 11 bankruptcy proceedings filed by FTD Companies, Inc.

and was financed by a US$3 million revolving credit facility up to September 30, 2020 and a US$12 million 4-year loan secured on July 24, 2019.

The Group classified this acquisition as a Business Combination as defined by IFRS 3. The analysis of the fair value of the assets acquired and liabilities assumed, and the purchase price allocation are presented in paragraph 17.

As of June 30, 2020, over 11 months of activity since the date of purchase, the Personal Creations® business generated revenue of €87.5 million.

1.3 Settlement of the remaining deferred payment for the acquisition of the Adaware, SodaPDF and Upclick businesses

The remaining deferred payment for the acquisition of the Adaware, SodaPDF and Upclick business was settled in early July 2019 for €14.9 million (see Note 30).

1.4 Quorum not reached at the Extraordinary General Shareholders' Meeting of December 23, 2019

As the Extraordinary General Shareholders' Meeting of December 23, 2019 did not reach quorum, the Company decided, in agreement with the relevant managers and minority interests, to

terminate all agreements entered into pursuant to the proposed integration of the Canadian subsidiaries by contributing and/or redeeming preference shares.

1.5 Merger and dissolution of companies

In order to simplify the Group's legal structure:

• two Group companies, Avanquest Canada Inc. and 1169260 BC. Ltd were merged on September 19, 2019;

These transactions have no impact on the conduct of operations, and no financial impact.

• three Group companies, 7104171 Canada Inc., Adaware Holdings (7095040 Canada Inc.), 6700845 Canada Inc. were dissolved on June 30, 2020.

1.6 Strong resilience of Group businesses during the COVID-19 period

The COVID-19 epidemic that began in China in December 2019 caused a major slowdown in the global economy. In an economic and health environment disrupted by the COVID-19 pandemic, the Group's businesses showed strong resistance, driven by the FreePrints apps and online software sales.

• PlanetArt: the second semester of 2019-2020 was marked by a significant increase in the use of FreePrints apps, particularly during lockdown. The Personal Creations® plant in Illinois (United States) was closed for a number of weeks. While this closure took place in a slack business period, the business continued to bear all fixed overheads (salaries, rent, etc.) as the manufacture and delivery of orders suffered delays;
• Avanquest: the COVID-19 pandemic had a limited impact on
  Avanquest's non-strategic business: the remaining physical sales (as a result of the closure of specialty stores in France and Germany) and distribution of security software through networks of resellers partners. The online business (majority) and in particular the sale of proprietary software by subscription of PDF solutions (SodaPDF brand) and photo editing (InPixio) has benefited from the sharp increase in online commerce during the period of confinement;

• myDevices: the deployment of myDevices IoT solutions has slowed in some sectors that have been heavily impacted by the COVID-19 pandemic (hospitality, catering, etc.). The myDevices business remains marginal in terms of its contribution to the Group's turnover, and the impacts of this slowdown remain small.

During this unprecedented health crisis period, Claranova has taken all necessary measures to guarantee the health and safety of its teams. Home working was systematically favored, by providing employees with access to collaborative tools, enabling them to work remotely while maintaining team cohesion under the best conditions. Group employees numbers were unchanged. Use of furlough was marginal and only concerned around 10 people overall. In addition, the Group continued to pay all rental charges (offices, plants and logistic hubs for Personal Creations® businesses).

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements
  1.7 State assistance for the COVID-19 health crisis

• France: In the context of the COVID-19 pandemic, Claranova SE secured a €4 million State Guaranteed Loan on May 22, 2020, bearing interest at 0.50% and repayable on maturity in 12 months. The State Guaranteed Loan is accompanied by an addditional amortization option allowing Claranova SE to extend the maturity of the loan over an additional period of one (1), two (2), three
  (3) four (4) or five (5) year(s) on a desired repayment frequency (monthly, quarterly, semi-annual or, where appropriate, annual) at an interest rate corresponding to the cost of financing the bank and the State guarantee premium. The additional amortization option can only be exercised at the earliest four months before the due date, and no later than two months after the due date.

• United States: In May 2020, certain US subsidiaries benefited from the Paycheck Protection Program as part of State aid to American SMEs, receiving US$5.7 million (€5 million). These two-year loans bearing interest at 1% are guaranteed by the US government. They may potentially be converted to subsidies under certain conditions, and notably job retention and cash flow requirements. As of June 30, 2020, conditions for transformation into grants are still being analyzed. Therefore only 0.5 million dollars has been accounted for in grants.

1.8 Group company name change

On February 19, 2020, the Group company, 9026851 Canada Inc., changed its name to Avanquest Canada Management.

1.9 Creation of PlanetArt International Holdings Inc.

On June 18, 2020, the Group created PlanetArt International Holdings Inc. This company acts an intermediary between PlanetArt LLC and PlanetArt Ltd. It was dormant during the fiscal year.

Note 2 Scope of consolidation as of June 30, 2020

				Consolidation
Company	Country	% control	% interest	method
Claranova SE
89/91, boulevard National	France			Parent company
92257 La Garenne-Colombes Cedex
SIRET 329 764 625 00078
Adaware Holdings (7095040 Canada Inc.)(1)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
Adaware Software (7095058 Canada Inc.)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
Avanquest America Inc.
7031 Koll Center Parkway 150	United States	100.00%	100.00%	Full consolidation
Pleasanton, CA 94566
Avanquest America Holdings LLC
23801 Calabasas Road, Suite 2005	United States	100.00%	100.00%	Full consolidation
Calabasas CA 91302-1547
Avanquest Canada Holding Inc.
1750-1055 West Georgia Street	Canada	100.00%	35.91%*	Full consolidation
Vancouver, BC V6E 3P3

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2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

				Consolidation
Company	Country	% control	% interest	method
Avanquest Canada Inc.
1750-1055 West Georgia Street	Canada	100.00%	35.91%*	Full consolidation
Vancouver, BC V6E 3P3
Avanquest Canada Management(2)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent. QC H4M 2Z2
Avanquest China Ltd
19 F No.1208 South XiZand Road	China	100.00%	92.27%	Full consolidation
Shanghai 200021
Avanquest Deutschland GmbH
Moosacher Str.79	Germany	100.00%	35.91%*	Full consolidation
80809 München
Avanquest Iberica SL
Calle Peru 6. Edificios Twin Golf	Spain	100.00%	35.91%*	Full consolidation
28290 Las Matas, Madrid
Avanquest North America LLC
23801 Calabasas Road, Suite 2005	United States	100.00%	35.91%*	Full consolidation
Calabasas CA 91302-1547
Avanquest Software SAS
89/91, boulevard National	France	35.91%*	35.91%*	Full consolidation
92257 La Garenne-Colombes Cedex
Avanquest UK Ltd(3)
International House, George Curl Way	United Kingdom	100.00%	35.91%*	Full consolidation
Southampton - Hampshire SO18 2RZ
Claranova Development SA
47 Côte d'Eich	Luxembourg	100.00%	100.00%	Full consolidation
L-1450 Luxembourg
EMME Deutschland GmbH
Moosacher Str.79	Germany	100.00%	35.91%*	Full consolidation
80809 München
FreePrints India Private Ltd
h-23A, Office No.204 S/F, Kamal Tower Near Sai	Inde	100.00%	92.27%	Full consolidation
Baba Mandir
Laxmi Nagar, DELHI Esta Delhi DL 110092
Lavasoft Software Ltd (C 45996)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
Lulu Software (7270356 Canada Inc.)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
Lulu Software Holding (7104189 Canada Inc.)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
myDevices Inc.
3900 W Alameda Ave Suite 1200	United States	61.93%	61.93%	Full consolidation
Burbank, CA 91505

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

				Consolidation
Company	Country	% control	% interest	method
PC Helpsoft Labs Inc.
300 - 848 Courtney Street	Canada	100.00%	35.91%*	Full consolidation
Victoria BC V8W 1C4
Upclick 6785719 Canada Inc.
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
Upclick Holding Ltd (C 46064)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
Upclick Malta Ltd (C 42231)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
UC Distribution (9213015 Canada Inc)(4)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
UPC Distribution Malta Ltd (C 69518)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
C.S. Support Network Ltd (C 42815)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
PlanetArt LLC
23801 Calabasas Road, Suite 2005	United States	92.27%	92.27%	Full consolidation
Calabasas CA 91302-1547
PlanetArt International Holdings Inc.
251 Little Falls Drive	United States	100.00%	92.27%	Full consolidation
Wilmington, county of New Castle, Delaware
19808
PlanetArt Ltd
Gateway House, Tollgate Tollgate, Chandler's	United Kingdom	100.00%	92.27%	Full consolidation
Ford, Eastleigh
Southampton - Hampshire SO53 3GT
Proreach Software Holdings (C 45983)
48/4 Amery Street, Sliema, SLM 1701	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
Simple Link Network Ltd (C 81177)
48/4 Amery Street,	Malta	100.00%	35.91%*	Full consolidation
Sliema, SLM 1701
6700845 Canada Inc.(1)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2
7104171 Canada Inc.(1)
7075 Place Robert-Joncas, Suite 142	Canada	100.00%	35.91%*	Full consolidation
Saint-Laurent, QC H4M 2Z2

1. Merger into Avanquest Canada Inc. as of June 30, 2020.
2. Name change on February 19, 2020. Former name: 9026851 Canada Inc.
3. Being dissolved.
4. Merger in Upclick 6785719 Canada Inc. as of July 1, 2020..

• See Note 26.4: % interest after setting the conversion ratio. The percentage interest takes account of the preference share/Avanquest Software SAS share conversion ratio, with control retained by Claranova SE due to its continued decision-making power.

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2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

Note 3 Accounting principles, rules and methods

The Claranova group consolidated financial statements for the year ended June 30, 2020 include Claranova SE and its subsidiaries (referred to collectively as "the Group") and the Group's share of associates and jointly-controlled companies.

Claranova is a French company listed on Euronext Paris. Its registered office is located at 89/91, boulevard National, 92250 La Garenne-Colombes.

The accounting principles used for the preparation of the consolidated financial statements are consistent with IFRS and their interpretations as adopted by the European Union on June 30, 2020 and available at https://eur-lex.europa.eu/legal-content/EN/TXT/?uri=CELEX%3A02008R1126-20160101. These accounting policies are consistent with those used to prepare the annual consolidated financial statements for the year ended June 30, 2019, excluding the application of new standards and interpretations that are mandatory for periods beginning on or after January 1, 2019:

• IFRS 16, "Leases"
  On January 13, 2016, the IASB published a new standard on the recognition of leases. This standard replaces IAS 17 and its interpretations. It results in most leases being recognized on the lessee's balance sheet in accordance with a single lessee accounting model, comprising a "right-of-use asset" and a "lease liability" (the distinction between operating and finance leases is eliminated for lessees).
  As a lessee, the Group primarily leases real estate, vehicles and computer hardware.
  The Group transitioned to IFRS 16 using the modified retrospective method. As of July 1, 2019, the lease liability was calculated by discounting future lease payments at rates reflecting the estimated residual lease terms. The corresponding right-of-use asset was recognized in the same amount as the lease liability. The first-time application of IFRS 16 did not therefore impact Group equity as of July 1, 2019.
  In accordance with the options offered by IFRS 16, the Group applies the following exemptions and practical expedients:
• • short-termleases and leases of low-value assets are not restated,
  • analyses performed pursuant to IAS 17 and IFRIC 4 to determine whether a contract is a lease are maintained,
  • leases with a residual term of less than 12 months are considered equivalent to short-term leases and are not restated,
  • the onerous nature of a lease is assessed in accordance with IAS 37.

Pursuant to the provisions of IFRS 16 on the modified retrospective approach, comparative information for fiscal year 2018-2019 is not restated.

The impacts and analyses are set out in Note 21;

• IFRIC 23, "Uncertainty over income tax treatments": this standard had no impact on the measurement of corporate income tax liabilities or their presentation in the Group financial statements;
• amendments to IAS 19-b, "Plan amendment, curtailment or settlement";
• IFRS annual improvements, 2015-2017 cycle;
• amendments to IFRS 9, "Financial Instruments - Prepayment Features with Negative Compensation";
• amendments to IAS 28, "Long-term Interests in Associates and Joint Ventures".

These new standards did not have a material impact on the annual financial statements, with the exception of IFRS 16 (see Note 21).

The following published standards, interpretations and amendments of mandatory application after June 30, 2020 could impact the Group financial statements:

• amendment to IFRS 3, "Definition of a business";
• amendments to IAS 1 and IAS 8, "Definition of material";
• amendments to references to the conceptual framework in IFRS standards;
• amendments to IAS 1, "Classification of liabilities as current or non-current";
• amendments to IFRS 3, "Reference to the conceptual framework";
• amendments to IFRS 4, "Extension of the temporary exemption from applying IFRS 9";
• amendments to IAS 37, "Onerous contracts - Cost of fulfilling a contract";
• amendments to IAS 16, "Property, plant and equipment - Proceeds before intended use";
• IFRS annual improvements, 2018-2020 cycle.

The Group is currently analyzing the impact and practical consequences of applying these standards.

The Group's consolidated financial statements for the year ended June 30, 2020 were approved by the Board of Directors on September 30, 2020.

Information is expressed in millions of euros, with one decimal place. Rounding off to the closest tenth of a million euros can, in certain cases, result in immaterial differences in the totals and sub-totals shown in the tables.

2019-2020 Consolidated financial statements - CLARANOVA

- 13

• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

3.1 Scope of consolidation

All subsidiaries included in the scope of consolidation close their statutory accounts on June 30 of each year. Subsidiaries are consolidated from the time the Group takes control, until the date on which such control is transferred outside the Group.

The consolidated financial statements reflect the financial position of the Company and its subsidiaries as well as the Group's interests in any associates and joint ventures.

Companies in which the Group directly or indirectly holds the majority of voting rights (subsidiaries) are fully consolidated. Companies in which the Group has a stake of less than 50% but over which it exercises significant influence (associates) are consolidated by the equity method.

The full list of companies included in the scope of consolidation as of June 30, 2020 and the related consolidation methods are presented in Note 2 to the consolidated financial statements.

3.2 Internal transactions within the Group

Inter-company transactions between consolidated companies are eliminated, as are any gains resulting from those transactions.

3.3 Foreign currency transactions

Foreign currency transactions are translated into the functional currency at the exchange rate prevailing on the transaction date. At the reporting date, monetary assets and liabilities denominated in foreign currencies are translated at the year-end exchange rate. The Group does not use cryptocurrencies.

Exchange gains and losses, realized or unrealized, arising on these transactions are recognized in financial income.

Non-monetary assets and liabilities denominated in foreign currencies are recognized and maintained at the historical exchange rate prevailing at the transaction date.

3.4 Translation of the financial statements of foreign companies

The consolidated financial statements are prepared in euros.

The assets and liabilities of consolidated companies whose functional currency is not the euro are translated into euros at the year-end exchange rate.

The income, expenses and cash flows of these companies are translated into euros at the average exchange rate for the period.

All resulting translation differences are recognized as a separate component of equity (see Note 2.4, Statement of changes in consolidated equity). When a foreign entity leaves the Group, the accumulated translation differences are recognized in the income statement as a component of the gain or loss on disposal.

Any goodwill and fair value adjustment resulting from the acquisition of a foreign entity are recognized as an asset or liability of the acquiree. They are therefore denominated in the currency of the foreign operation and translated at the year-end exchange rate.

3.5 Net investment in a foreign operation

Receivables due from or payables due to a foreign operation for which settlement is neither planned nor likely to occur in the foreseeable future are, in substance, a part of the entity's net investment in that

foreign operation; the related translation differences are recorded initially in a separate component of equity and taken to profit or loss on disposal of the net investment.

3.6 Intangible assets and goodwill

3.6.1 Goodwill

Business combinations since July 1, 2011 are accounted for using the acquisition method. The acquisition cost is determined as the fair value of the consideration transferred at the acquisition date, plus non-controlling interests in the acquiree. For each acquisition, the Group measures non-controlling interests either at fair value or as a share of net identifiable assets. Acquisition-related costs are expensed.

Contingent consideration is recognized at fair value at the acquisition date. Subsequent changes in the fair value of contingent consideration, classified as assets or liabilities, are recognized in income.

At the acquisition date, the excess of the consideration transferred plus non-controlling interests over the fair value of the net assets acquired is recognized in goodwill.

Goodwill is subsequently measured at cost less any accumulated impairment losses. It is allocated to cash-generating units and not amortized, but is tested for impairment annually and whenever there is an indication that the cash-generating unit may be impaired.

If the goodwill has been allocated to a cash-generating unit (or group of cash-generating units) and an operation within that unit is disposed of, the goodwill associated with that operation is included in the carrying amount of the operation when determining the gain or loss on disposal. The goodwill disposed of is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained.

14 -

3.6.2 Research and development costs

Expenses related to research activities aimed at developing scientific knowledge and new techniques are expensed in the period they are incurred. Product development costs are capitalized when the following conditions are simultaneously met:

• the technical feasibility necessary for completing the intangible asset with a view to its commissioning or sale is established;
• the Group intends to complete the intangible asset and has the intent and the ability to use or sell it;
• it is probable that the intangible asset will generate future economic benefits. In the case of an asset to be used internally, its utility must be recognized;
• the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset is guaranteed;
• the expenses attributable to the intangible asset during its development are measured reliably and separately.

2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

Development costs that do not meet all of the above criteria are expensed in the period they are incurred.

Development costs are amortized over a period based on their useful life, or a maximum of five years from their effective commercialization.

Claranova and its subsidiaries periodically assess the commercial prospects and useful life of each development. Should these estimates be called into question, the residual value of capitalized development costs is subjected to an impairment charge.

As of June 30, 2020, Claranova has not identified any development costs that meet the above criteria.

3.6.3 Other intangible assets

Purchased software packages and technologies are measured at acquisition cost and amortized on a straight-line basis over their useful lives, not exceeding five years.

3.6.4 Trademarks

Trademarks are amortized on a straight-line basis over their estimated service life and up to 10 years.

3.7 Property, plant and equipment without impact of IFRS 16 standard

Measurement

Property, plant and equipment are measured at acquisition cost (purchase price plus related costs).

Depreciation

Economically justified depreciation is determined based on the estimated useful life. Depreciation starts when the asset is brought

Depreciation periods are as follows:

into service. When property, plant and equipment have significant components with different useful lives, these are recognized separately.

Maintenance and repair costs are expensed in the period they are incurred.

Depreciation

Asset	Method	Period
Fixtures and fittings	Straight-line	10 years
Office furniture	Straight-line	10 years
Computer hardware	Straight-line	3, 4 and 5 years
Vehicles	Straight-line	4 years

Additional impairment is booked in the event of a loss in value or a change in the useful life. In the event of a change in the estimated useful life, the depreciation period is also adjusted and the annual depreciation changed as a result.

3.8 Financial assets

Financial assets are initially recognized at cost, which corresponds to the fair value of the consideration paid, including acquisition costs.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

3.9 Impairment of assets

The carrying amounts of assets (finite life or indefinite life), other than inventories, deferred tax assets, assets arising from employee benefits and financial assets within the scope of IAS 32, are tested for impairment at each reporting date. When there is evidence of impairment, and at least once a year for goodwill and non-amortized assets, the recoverable amount of the asset is estimated.

In accordance with IAS 36, impairment is recognized when the carrying amount of the asset or the cash-generating unit to which it belongs exceeds its recoverable amount.

The recoverable amount of a cash-generating unit is the higher of its fair value (usually the market price), less costs of disposal, and its value in use.

This process requires key assumptions and judgments to be used to identify trends in the markets where the Group operates such as future cash flows and the discount and long-term growth rates used for the projections of these flows.

Impairment losses reduce the net income of the period in which they are recorded. Except for goodwill, impairment losses recorded in previous years are reversed when there is a change in the estimates used.

The carrying amount of an asset increased by a reversal of an impairment loss may not exceed the carrying amount that would have been determined (net of depreciation, amortization or impairment) had no impairment loss been recognized for this asset in prior periods.

3.10 Inventory and work-in-progress

Inventories of raw materials and supplies are measured at their purchase price, plus procurement costs. Raw materials and supplies are measured at the lower of purchase cost (according to the weighted average price method) and net realizable value.

Goods in inventory are measured at their weighted average price. A provision for impairment is booked when this cost price is higher than the estimated net realizable value.

Finished products and work-in-progress are measured at the lower of their production cost and net realizable value. Production costs include the direct costs of raw materials, labor, and a proportion of direct overheads, excluding general administrative expenses.

The net realizable value of raw materials and other inventories takes into account impairment for the obsolescence of inventory with a low rate of turnover.

3.11 Trade and other operating receivables

Trade and other operating receivables are current assets recognized at nominal value. Where relevant, a provision for impairment is recognized to take account of collection difficulties that may arise.

3.12 Prepaid royalties

Where an advance on royalties is paid under a publishing or co-publishing contract, the amount is recorded in assets in the statement of financial position. The amount corresponding to royalties due on completed sales is then deducted from the prepaid royalties account and expensed in the year.

If sales forecasts suggest that prepaid royalties will not be fully utilized, a risk provision is recorded in liabilities.

3.13 Cash and cash equivalents

Cash comprises cash at bank and in hand.

Cash equivalents include money market securities and bonds and mutual fund units invested with a short-term investment horizon. They are recognized at fair value, with changes in fair value recognized in profit or loss.

For quoted instruments, the Company uses the closing price and the net asset value for cash assets invested in mutual funds.

3.14 Treasury shares

When treasury shares are purchased, irrespective of the reasons, the amount paid and the directly attributable transaction costs are recorded as a change in equity.

The shares acquired are deducted from total equity until their subsequent sale or cancellation.

The impact of any disposals is not taken into account in consolidated profit or loss but in changes in equity.

16 -

3.15 Revenue

IFRS 15, "Revenue from Contracts with Customers", is applicable to the Claranova group starting from July 1, 2018. IFRS 15 is the frame of reference used to determine whether revenue must be recognized, in what amount and at what date.

The main issues identified and analyzed concerned the following topics:

Free products or services

In some of its activities, the Group can offer products or services free of charge to its customers.

Sales with right of return

Under certain contracts, the Group transfers control of a product to its customers, while giving them a right to return the product and receive a partial or total repayment of the amount paid. IFRS 15 specifies that to account for products transferred with a right of return, the entity must recognize:

• revenue for the transferred products in the amount of consideration to which the entity expects to be entitled;
• a refund liability;
• an asset (and corresponding adjustment to cost of sales) for its right to recover products from customers on settling the refund liability.

Agreements containing multiple performance obligations

The agreements managed within the myDevices business may include multiple performance obligations whose specific price cannot be directly observed.

Principal or Agent

The Group analyzes the nature of its relations with customers in order to determine whether it is acting as principal or as agent. In application of IFRS 15, the Group will act as principal if it controls the goods or services before transferring them to the customer.

When another party is involved in providing goods or services, the Group determines whether the nature of its obligation is to provide the specified goods or services itself (i.e. it is acting as a principal) or to arrange for the other party to provide those goods or services (i.e. it is acting as an agent). The Group is acting as a principal if it controls the promised goods or services before they are provided to the customer. The revenue is therefore recognized in full by the Group, with the services provided by the other party recorded in operating expenses.

Avanquest contracts are concerned by this standard.

2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

Grant of equity instruments

The Group and its subsidiaries can grant equity instruments to commercial partners. Under IFRS 15, these instruments will be identified in the accounts as sales discounts and deducted from revenue for the period. As of June 30, 2020, only the myDevices segment is concerned for non-material amounts.

Revenue recognition methods are as follows:

• Sales of software licenses
  Software license fee revenue is recognized in revenue when control is transferred to the customer. Control is transferred on the date the product is shipped or downloaded from the Internet.
  When the software license includes a warranty period, the portion of revenue allocated to the warranty is recognized pro rata over the warranty period;
  For Adaware activities, when the contract is invoiced in the form of a subscription, revenue is:
• • spread over the subscription period if the software is supplied in the cloud(1);
  • spread over the subscription period if the software is supplied simultaneously (and with the same features) in the cloud and on-premises(2);
  • spread over the subscription period if the software is supplied on-premises and material(3) and regular(4) updates are provided;
  • recognized on the sale of the software if the software is supplied on-premises and material and regular updates are not provided.

Commission paid to business providers for certain customer support activities is recognized based on monthly activity statements presented by the partner.

• Monetizing traffic
  Traffic monetization services are recognized on a right-to-invoice basis, in accordance with IFRS 15, paragraph B16, i.e. revenue is recognized on each click or installation.
• Digital printing activities and customized products
  Revenue from digital printing activities and customized products is recognized on product delivery.
• Connected devices management activities
  The agreements managed within the myDevices business may include multiple performance obligations whose specific price cannot be directly observed.
  To estimate the specific sales price, the Group takes into account all reasonably available information, including market conditions, specific factors and information on the customer or customer category. The agreement amount is then generally split between each of the performance obligations identified in the contract pro rata to the specific sales prices.

1. Software hosted and available for use by the user online.
2. Software hosted on the user's servers and available for use locally.
3. Features providing a significant improvement to the value perceived by the customer.
4. The frequency of updates to software supplied on-premises is considered with regard to the longest subscription period that a customer can subscribe.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

3.16 Other financial income and expenses

Other financial income and expenses mainly include exchange gains and losses and investment income, as well as the change in fair value of financial instruments.

3.17 Income taxes

The Group computes its income taxes in accordance with tax legislation in force in the countries where the income is taxable.

3.18 Deferred taxes

In accordance with IAS 12, deferred tax is recognized for each reporting entity on temporary differences between the carrying amount of the assets and liabilities recorded and their corresponding tax base, depending on prevailing tax legislation in each of the countries concerned.

Deferred tax assets are only recognized when it is likely that the Group will have future taxable profits against which these unused tax losses may be offset.

Deferred taxes are calculated using the liability method based on tax rates known at the reporting date, on all timing differences between the carrying amount of Group assets and liabilities recorded in the consolidated financial statements and their tax base. A deferred tax asset is only recognized in respect of tax losses carried forward if there is reasonable assurance of future deduction. Deferred taxes assets and liabilities are offset by tax entity or tax consolidation group. Deferred taxes are recorded at their nominal amount, with no discounting.

3.19 Research tax credit

The research tax credit is considered to be within the scope of IAS 20, "Accounting for Government Grants and Disclosure of Government Assistance". The portion of the research tax credit that can be allocated to development costs recognized as intangible assets is deducted from the asset and the amortization schedule is amended.

Income from the research tax credit relating to research costs and any development costs that do not meet the capitalization criteria are recognized as a deduction from employee expenses as and when the expenses are incurred.

3.20 Regional economic contribution

Corporate property tax (cotisation foncière des entreprises - CFE) is recorded in operating expenses.

The value-added contribution for businesses (cotisation sur la valeur ajoutée des entreprises - CVAE) is recognized in income tax.

3.21 Earnings per share

Basic earnings per share is equal to the Group share of net income divided by the average number of ordinary shares outstanding during the period, excluding the number of ordinary treasury shares held.

3.22 Provisions

Provisions are recognized when the Group has a present obligation, as a result of a past event, which will probably require an outflow of resources, the amount of which can be reliably estimated. The amount recognized as a provision should be the best estimate of the outflow necessary to settle the present obligation at the reporting date. It is discounted when the effect is material and the maturity is more than one year.

To calculate diluted earnings per share, the number of shares outstanding is adjusted to take into account the dilutive effect of equity instruments issued by the Company, such as stock options, subscription warrants or free shares.

Current provisions are provisions that are directly related to the operating cycle of each business line, irrespective of their estimated term.

Non-current provisions are provisions not directly related to the operating cycle and whose term is greater than one year. They include provisions for litigation.

18 -

2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

3.23 Off-balance sheet commitments

Claranova has reviewed all of its subsidiaries with regard to warranty commitments given and received (see Note 34).

3.24 Stock options, free shares and subscription warrants

The fair value of options and free shares granted to employees and corporate officers of the Company or its affiliates is recognized in employee expenses over the vesting period, in accordance with IFRS 2. The fair value of options and free shares granted to third parties is recognized in operating expenses.

The Black & Scholes options pricing model is used to estimate the fair value of the options and free shares granted. The instruments are valued by outside experts. The estimates and profit/loss evaluated by this third party are reviewed by the Group Finance Department. When these equity instruments have a mandatory holding period, their fair value takes into account the cost of the holding period. Where appropriate, the inability to collect dividends is also taken into account in the fair value calculation.

3.25 Borrowings

Borrowings are initially recorded at cost, which corresponds to the fair value of the amount received net of issuance costs. For convertible bonds, in accordance with IAS 32, the Company measures the "liability" component and the "equity" component of these borrowings.

After initial recognition, borrowings are measured at amortized cost using the effective interest rate method. This takes into account all issuance costs and any haircut or redemption premium.

3.26 Net Share-Settled Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (ORNANE)

In accordance with IFRS, the ORNANE bonds are viewed as a bond debt comprising two components:

• a bond component accounted for at amortized cost;
• an equity component (derivative) accounted for as "mark-to- market" debt.

The financial costs related to the issuance of the bonds were deducted from the debt in Liabilities. The split between the bond and derivative components was calculated by an outside expert. The debt component was valued using a multicriteria analysis enabling the calculation of the credit spread (average "Banque de France" rate and credit analysis specific to Claranova).

The bond component is calculated by discounting future cash flows using the effective interest rate (risk-free rate plus credit spread). Changes in the bond component are recognized in financial income.

Changes in the fair value of the derivative are accounted for in a separate line in financial income "Fair value remeasurement of financial instruments". This accounting method has no cash impact. The fair value of the embedded derivative is calculated by the outside expert using the Cox, Ross and Rubinstein method.

Moreover, the ORNANE bonds allow the Company to limit the number of shares to be issued on the conversion date.

3.27 Hedging instruments

The Group may use financial derivatives such as currency hedges. These financial derivatives are measured at fair value.

As of June 30, 2020, no hedging instruments had been set up by the Group.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the consolidated financial statements

Note 4 Main judgments and estimates used in preparing the annual financial statements

The financial statements were prepared on a going concern basis. The conditions underlying this principle are detailed in Note 28.4 to the consolidated financial statements, mainly concerning liquidity risk.

The preparation of the Group's financial statements requires management to use judgments, estimates, and assumptions which have an impact on the amounts recognized in the financial statements as assets, liabilities, income and expenses, as well as disclosures concerning contingent liabilities.

The Group's Management regularly reviews its estimates and assessments based on past experience, as well as other factors it considers reasonable, which form the basis for its assessments of the carrying amount of assets and liabilities. These estimates are prepared using information available at the time of preparation. The estimates can be revised if new information becomes available. Actual results may differ from these estimates if actual experience or conditions are different from the assumptions made.

The main assumptions and estimates that had an impact on the financial statements for the 2019-2020 fiscal year are the following:

• revenue recognition on certain IoT contracts. Pursuant to IFRS 15, the Group in conjunction with the managers responsible for the contracts allocated the contract price to various performance obligations: platform delivery and revenue sharing. The revenue corresponding to the delivery of various platform versions is recognized on the date of delivery to the customer (date on which control is obtained), in accordance with the principles adopted in previous contracts of this type, and pursuant to IFRS 15, Appendix B, sections B83 and B86. The shared revenue is recognized on a straight-line basis over the period covered by the services and limited to the minimum guaranteed amount, in accordance with the principles adopted in previous contracts of this type, and pursuant to IFRS 15, sections 56-58, and section B18;
• the measurement of rebates to be obtained from certain suppliers of the PlanetArt segment. Rebate rates are negotiated annually in February for the previous calendar year. The Group renewed the previous year's assumptions;

• application of IFRS 16: management has adopted terms consistent with the expected use of the leased assets, taking into account IFRS IC interpretations of November 2019. The Group adopted incremental borrowing rates when the interest rate implicit in the lease could not be identified, based on the lease's residual term, the lease currency and the Group's various borrowing rates;
• in connection with the acquisition of the Personal Creations® business by PlanetArt LLC, the analysis of the PPA (Purchase Price Allocation) by an independent expert led to the recognition of brands, technologies and residual goodwill. The Group adopted valuations and amortization periods consistent with sector practice and Group standards;
• the measurement of the recoverable amount of intangible assets, particularly for impairment testing of the Avanquest segment. The acquisition on July 1, 2018 of the Adaware, SodaPDF and Upclick businesses led to the recognition of goodwill;
• the accounting treatment of loans (Paycheck Protection Program) as part of State aid to US SMEs in the context of the Covid-19 pandemic;
• the measurement and accounting treatment of myDevices share subscription warrants granted under an agreement with a commercial partner;
• the fair value of the ORNANE;
• as of June 30, 2020, the Group capitalized only a portion of deferred taxes notably relating to loss carryforwards, based on a reasonable time horizon for the offset of these losses (5 years). These judgments also concern the integration of the Personal Creations® business acquired in August 2019 by the PlanetArt segment in the United States;
• in France, after the partial transfer of assets in 2017-2018, Claranova filed an application to transfer valued €56.1 million in tax losses carried forward to its then new subsidiary, Avanquest Software SAS. The French tax authorities have not yet ruled on this request. As a prudent measure, the Group did not capitalize the deferred taxes relating to these losses as of June 30, 2020.

• measurement of certain managers' bonuses based on the attainment of annual objectives;

20 -

2019-2020 Consolidated financial statements - Notes to the consolidated financial statements

Note 5	Operating segments
Pursuant to IFRS 8, "Operating Segments", the information presented	• Avanquest: by offering simple and innovative software solutions
is based on internal reporting used by Group Management to assess	which provide easy daily access to new technologies, Claranova is
the performance of the various segments. The benchmark segment	now a reference in B2C software publishing in three high-potential
aggregate is EBITDA(1). This aggregate is calculated by allocating	segments:
corporate expenses to the various operating segments.		• Security: antivirus, ad blocker, cleaning and optimization tools
The Group's three operating segments as of June 30, 2020 were:	sold under the Adaware brand,
• PDF: document management tools sold under the SodaPDF
• PlanetArt: PlanetArt embodies Claranova's vision in the
brand,
personalized e-commerce sector. It combines the FreePrints	• Photo: photo editor software and apps developed under the
mobile apps range and e-commerce sites selling personalized
gifts;					inPixio brand;
				• myDevices: with its unique application platform, myDevices
					offers its customers an infinite range of IoT solutions to simplify
					the management of their assets, whatever the type of connected
					device and network, business sector or application field.
The breakdown by segment is as follows:
			PlanetArt	Avanquest	myDevices
(in € million)			6/30/2020	6/30/2019	6/30/2020	6/30/2019		6/30/2020		6/30/2019
Revenue			314.0	176.1	90.3	83.0		4.8		3.2
EBITDA(1)			14.1	10.9	7.2	10.3		(3.7)		(5.2)
EBITDA/Revenue	4%	6%	8%	12%		-79%		-162%
Goodwill			0.5	-	61.3	63.0		-		-
Intangible assets	4.9	1.9	3.9	5.0		-		-
Total intangible assets	5.4	1.9	65.1	68.0		-		-
Data for the entire Group:
									Claranova
(in € million)									6/30/2020			6/30/2019
Revenue									409.1			262.3
EBITDA(1)									17.4			16.0
Depreciation. amortisation and provision excluding IFRS 16 standard					(4.3)			(2.0)
Share based payments and related social charges						(0.0)			0.3
Net rental charges on the right of use							0.3			-
Recurring operating income							13.3			14.3

1. EBITDA: earnings before the deduction of interest, taxes and duties, depreciation, amortization and share-based payments, including related social security contributions, and excluding the impact of IFRS 16.

1. EBITDA: earnings before the deduction of interest, taxes and duties, depreciation, amortization and share-based payments, including related social security contributions, and excluding the impact of IFRS 16.

2019-2020 Consolidated financial statements - CLARANOVA

- 21

• 2019-2020Consolidated financial statements Notes to the Income Statement

The Group ended its 2019-2020 fiscal year with consolidated revenue of €409 million, up 56% year on year, including 20% organic growth. With nearly €150 million in additional revenue over the year, including €88 million from the acquisition of Personal Creations® in August 2019, the Group has reached the milestone of €400 million and is continuing its strong growth path.

The strong growth in activities is accompanied by a sustained profitability in a complex health and economic situation: EBITDA, the main indicator for monitoring the Group's operational performance, reached €17.4 million, an increase of +9% over the fiscal year

2019-2020. The change in the level of profitability of the Group's activities reflects the investments made during the year at the level of each of the three divisions: the integration of Personal Creations® personalized gift activities, the acceleration of the transition of the Avanquest business to a subscription-based proprietary software sales model and the increase of the commercial burden of IoT activities.

This year also confirms the improvement of Claranova's financial profile with a positive Net Income of €1.2 million marking the first profit since the beginning of the reversal period started in 2015.

Notes to the Income Statement

Note 6 Revenue

Revenue measurement and recognition methods depend on the nature of the services sold to customers and the way in which control is transferred.

Group consolidated revenue manly comprises revenue generated by the operating segments:

• PlanetArt (personalized e-commerce);
• Avanquest (B2C software publishing in the Security, PDF and photo sectors);
• myDevices (connected devices management platform).

BREAKDOWN OF REVENUE BY SEGMENT
(in € million)	2019-2020	2018-2019	Var
PlanetArt	314.0	176.1	78%
Avanquest	90.3	83.0	9%
myDevices	4.8	3.2	50%
Revenue	409.1	262.3	56%

22 -

2019-2020 Consolidated financial statements - Notes to the Income Statement

Claranova Group generated consolidated revenue of €409.1 million in fiscal year 2019-2020, up 56% year-on-year, including 20% organic growth. With additional revenue of nearly €150 million during the period, including €88 million from the acquisition of Personal Creations® in August 2019, the Group topped €400 million and pursued its strong growth trajectory.

BREAKDOWN OF REVENUE BY GEOGRAPHIC REGION

(in € million)

The revenue breakdown by business shifted towards PlanetArt's personalized e-commerce activities, with the integration of the Personal Creations® business. PlanetArt now represents 77% of total revenue compared to 67% in fiscal year 2018-2019. Software publishing (Avanquest) and Internet of Things (myDevices) activities generated 22% and 1% of revenue, respectively, compared to 32% and 1% in fiscal year 2018-2019.

€33.5M	€19.6M	€24.9M	€19.0M
	€23.5M		€20.1M
€17.3M	€17.5M
€75.3M	2019 - 2020	€57.7M	2018 - 2019
€409.1M	€262.3M
	€239.7M		€122.9M
€0.2M		€0.2M

The Group confirmed its international positioning, generating 94% of its revenue outside France. The integration of the Personal Creations® personalized gifts business, which generates revenue solely in the United States, strengthened the Group's position in this country which represented 59% of revenue in fiscal year 2019-2020, compared to 47% last year.

2018-2019 figures were restated for certain Avanquest contracts to take account of the location of the final customer. Account was solely taken of the location of the partner in the 2018-2019 Universal Registration Document.

Contract assets and liabilities

Contract assets represent the right to receive consideration in exchange for goods or services transferred to a customer. They mainly comprise sales invoice accruals. The €0.3 million increase in contract assets concerns the restatement of deferred subscriptions for Upclick activities in the Avanquest segment for a total of €0.8 million as of June 30, 2020.

Contract liabilities represent the obligation to transfer goods or services to a customer for which the Group has received consideration from the customer. They mainly include deferred income in respect of maintenance and hosting services, where revenue is recognized on a time-apportioned basis over the contract term.

The change in Deferred income (contract liabilities) during the period is not material.

Order backlog

The Group applies the two optional exceptions provided in IFRS 15 in determining its order backlog. It excludes from the backlog contracts with an initial term of less than one year and contracts where revenue is recognized on a "right-to-invoice" basis.

As of June 30, 2020, taking account of these exceptions, the Group's order backlog is not material.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the Income Statement

Note 7 Raw materials and purchases of goods

This heading naturally increased in line with activity growth during the period and the acquisition of Personal Creations®. The PlanetArt segment is the main contributor to this heading, accounting for 92%.

Note 8 Other purchases and external expenses

The increase in the PlanetArt segment (advertising and transport costs) is in line with the activity's steady growth and the acquisition of Personal Creations®. In the Avanquest segment, advertising and traffic acquisition costs also rose in line with activity growth.

The IFRS 16 impact is €3.1 million (see Note 21): mainly the cancellation of lease payments for real estate leases.

Note 9 Employee expenses

The increase in this heading is directly linked to growth across all Group activities, and particularly in the PlanetArt segment with the acquisition of Personal Creations®. Claranova also strengthened its head office teams to support the Group's development.

Note 10 Other recurring operating income and expenses

Other recurring operating income and expenses represent a net expense of €15.2 million and primarily comprise royalties of €10 million paid by the Avanquest segment.

In addition, a US subsidiary received a €0.5 million subsidy from the US government under the Paycheck Protection Program for American SMEs in the context of the COVID-19 pandemic (see Note 1.6).

The application of IFRS 15 on the concepts of principal and agent led the Group to record additional revenue of €3.5 million, and an identical additional amount in expenses.

Note 11 Other operating income and expenses

Other operating income and expenses represent a net expense of €5.6 million and primarily comprise:

• expenses and fees of €2.2 million relating to the acquisition of Personal Creations®;
• one-offfees relating to the planned acquisition of Software segment minority interests for €1.1 million;

• compensation of €0.9 million in respect of a commercial dispute;
• a provision for departures and employee disputes for subsidiaries in the amount of €0.7 million;
• a provision for a Urssaf dispute for €0.2 million.

Note 12 Retirement termination benefits

Post-employment obligations, calculated using the retrospective method (projected unit credit method), amounted to €0.8 million for French employees (€0.02 million for Claranova SE and €0.8 million for Avanquest Software SAS) as of June 30, 2020. They are fully provided in the accounts. The impact on the period is an expense of €0.15 million, consisting of a current service cost of €0.05 million and an expense of €0.1 million relating to a change in assumptions. The underlying actuarial assumptions are:

• discount rate: 0.80%;
• retirement age: 65 years;
• rate of salary increase: 2%-5%, depending on age.

There is no specific pension plan for employees of non-French subsidiaries.

A discount rate of 0.85% was applied as of June 30, 2019. The other assumptions are unchanged.

24 -

2019-2020 Consolidated financial statements - Notes to the Income Statement

Note 13 Analysis of net financial income (expense)

The net financial expense is -€4.5 million and is mainly due to borrowing costs.

Net borrowing costs (-€3.8 million) in fiscal year 2019-2020 comprise the interest on ORNANE and Euro PP bonds for -€1.5 million and -€1.2 million, respectively, as well as interest on the loan taken out to purchase Personal Creations® for -€0.6 million and the IFRS 16 financial expense on the restatement of lease expenses for -€0.6 million.

The fair value remeasurement of financial instruments (€0.6 million) in fiscal year 2019-2020 concerns the ORNANE bonds. The ORNANE bonds comprise a debt component at amortized cost and a

derivative component in accordance with IFRS 9. Fair value gains and losses on the derivative component and the change in the amortized debt are recognized in financial expenses. The derivate value is based on pricing models (Cox Ross Rubinstein method). Fiscal year 2018- 2019 was representative of the half-year change in the fair value of financial instruments issued in connection with the acquisition of Adaware, SodaPDF and Upclick for -€44.5 million.

Other financial expenses (-€1.4 million) and financial income (€0.1 million) in fiscal year 2019-2020 comprise net foreign exchange losses of -€0.9 million and the amortization of costs relating to the issue of ORNANE and Euro PP bonds for -€0.4 million.

Note 14 Income taxes

The net income tax expense for the period amounted to €2.1 million, compared to €3.7 million for the previous year and mainly concerns the PlanetArt and Avanquest segments. Deferred tax assets total €4.5 million and €1.6 million as of June 30.

(in € million)	2019-2020	2018-2019
Taxable profit	3.3	(37.8)
Theoritical tax	(1.0)	12.6
Actual income tax expense	(2.1)	(3.7)
Effective tax rate	-63.1%	9.8%
Difference	(1.0)	(16.3)
Of which
• Non-recognition of deferred tax assets on temporary differences	(0.7)	2.7
• tax losses generated during the period not capitalized	(3.7)	(3.0)
• Capitalization of Deferred taxes from previous periods	1.6	-
• Capitalization of prior tax losses	1.1	(1.0)
• Change in fair value of preferred shares	-	(13.3)
• Impact of US Tax reform (Tax Cuts and Jobs Act)	-	(1.6)
• Other permanent differences	(0.5)	0.1
• Differences between local rates and parent company rate	1.7	(0.6)
• Other differences	(0.6)	0.4
Total	(1.0)	(16.3)

On the balance sheet, tax assets payable are €0.7 million.

The tax liability of €1.2 million mainly comprises the income tax provision for PlanetArt Ltd (€0.5 million), the income tax provision for the Adaware, SodaPDF and Upclick businesses (€0.9 million).

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the Income Statement

Note 15 Deferred tax

Deferred tax assets and liabilities total €4.5 million and €1.6 million as of June 30, 2020.

Given the tax losses incurred by the Group entities in their operating countries, and following tax reforms in the United States, Claranova investigated the precise amount of tax losses that could be used in the future to offset tax payments. This study primarily focused on the US entities.

As of June 30, 2020, US entity deferred tax assets total US$19.2 million, including:

• US$11.0 million in respect of tax losses carried forward. The carry- forward losses total US$40.3 million of which US$18.3 million must be used before 2035. The use of these carry-forward losses is limited to an annual cap of US$1 million until 2035. Following the 2017 tax reform in the United States, there is no limit on the use, amount or duration of the remaining losses carried forward;
• US$1.9 million in respect of Research and Development tax credits which can only be used from 2035;
• US$3.6 million for the tax recognition of intangible assets following the legal reorganization of 2017, amortized for tax purposes over a period of 15 years until 2032;

• temporary differences of US$2.7 million, of which US$1.8 million can be used in the short term, in the amount of tax profits realized, after offset of the tax loss carry forward cap and the tax amortization of intangible assets..

The Group has prepared tax profit projections based on a 5-year business plan drawn up by management. As of June 30, 2020, the Group has only capitalized a portion of deferred taxes, relating in particular to tax losses carried forward and various short-term timing differences, based on a reasonable five-year utilization period. The capitalization of deferred taxes was also limited by the annual cap on the use of tax losses carried forward.

Thus the Group has capitalized US$4.3 million of deferred tax assets on US entities, or €3.8 million.

In France, after the partial transfer of assets in 2017-2018, Claranova filed an application to transfer €56.1 million in tax losses carried forward to its then new subsidiary, Avanquest Software SAS. The French tax authorities have not yet ruled on this request. Residual tax losses in Claranova SE total €18.8 million and correspond to losses realized by the Company alone since fiscal year 2016-2017. Only Claranova SE, whose activities as a holding company are not intended to generate taxable profit, will be able to use these tax losses.

Deferred tax liabilities as of June 30, 2020 concern the Adaware, SodaPDF and Upclick businesses.

Note 16 Earnings per share

	2020-2019	2019-2018
	12 months	12 months
Numerator (in € million)
Net Group Income (a)	0.5	(40.80)
Denominator
Number of shares outstanding (b)	39,200,753	392,007,537
Dilutive effect of stock options, bonus shares and subscription warrants	705,065	7,050,694
Theoritical weighted average number of shares (c)	39,905,818	399,058,231
Basic earnings per share (in €) (a/b)	0.01	(0.10)
Diluted earnings per share (in €) (a/c)	0.01	(0.10)

It should be noted that the dilutive effect does not take into account the ORNANE bond issue performed in June 2018 (see Note 26.3 to the consolidated financial statements) since, at the date of this Document, the Company had not decided the bond redemption

method. ORNANE bond holders can request the conversion of their ORNANE bonds at any time. Depending on the date of this request and the share price, Claranova may be required to redeem the ORNANE bonds in cash.

26 -

2019-2020 Consolidated financial statements - Notes to balance sheet assets

Notes to balance sheet assets

Note 17 Goodwill

Goodwill totals €61.7 million as of June 30, 2020, including goodwill of €61.3 million for the Adaware, SodaPDF and Upclick businesses acquired in July 2018 and goodwill of €0.5 million for the Personal Creations® business acquired in August 2019.

Avanquest segment

As of June 30, 2020, the Group performed impairment tests on the Avanquest segment, which carries the goodwill for the Adaware, SodaPDF and Upclick businesses, based on discounted cash flows and the value of equity. The Group did not identify any indication of impairment.

The business plan was prepared by division managers. The Discounted Cash Flow calculation assumptions were reviewed by the auditors. The WACC used is 11% and the perpetual growth rate is 2%, comprising an inflation rate of 1% and a perpetual growth rate of 1%. A sensitivity analysis was carried out on the WACC and the perpetual growth rate. A 1% change in these criteria, namely a WACC of 12% and a nil perpetual growth, rate would not lead to an impairment.

Personal Creations®

As stated in Note 1, the Group analyzed the acquisition of Personal Creations® as a Business Combination under IFRS 3. In accordance with IFRS 3R, the Group measured the fair value of this business at the acquisition date and valued its technologies at €2.5 million

NET ASSETS ACQUIRED

(in € million)

and the Personal Creations® brand at €1.8 million. The fair value of the identified assets and liabilities is €16.2 million and the residual goodwill is €0.5 million. Identified net assets included in this amount are as follows:

	Fair value	Fair value
Initial value	adjustment	recognized

Intangible assets	4.8	(0.5)	4.3
Property, plant and equipment	5.2	0.0	5.2
Inventories	7.2	0.0	7.2
Trade receivables	0.3	0.0	0.3
Other current receivables	3.5	0.0	3.5
Total Assets	21.0	(0.5)	20.6
Trade payables	2.4	0.0	2.4
Other current liabilities	1.9	0.0	1.9
Total Liabilities	4.3	0.0	4.3
Net assets acquired	16.7	(0.5)	16.2
GW on acquisition date			0.5
Translation difference between acquisition date and June 30, 2020			0.0
GW as of June 30, 2020			0.5

CONSIDERATION

The acquisition price comprises €16.3 million paid on August 2, 2019 and an additional consideration of €0.5 million in respect of an adjustment to working capital requirements.

(in € million)

Cash	16.3
WC adjustment	0.5
Total consideration	16.7

Residual goodwill as of June 30, 2020 is €0.5 million.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet assets

Note 18 Intangible assets

The impact of the acquisition of Personal Creations® is €4.3 million (see Note 17). The Personal Creations® brand was valued at €1.8 million for the fair value measurement of the business, using the royalties method. It is amortized over 10 years in the amount of €0.2 million for the fiscal year. Internally-developed software was

Changes in intangible assets were as follows:

valued at €2.5 million for the fair value measurement of the business, based on replacement costs. It is amortized over 5 years in the amount of €0.5 million for the fiscal year.

No R&D project development costs were capitalized in fiscal year 2019-2020.

			Disposals/	Scope changes/		Amort.,
			Transfer	Changes		depr. and
	Gross		between	in foreign	Gross	provisions	Net
(in € million)	6/30/2019	Acquisitions	items	exchange rates	6/30/2020	6/30/2020	June 2020
Development and software costs	9.9	0.0	-	(0.0)	9.9	(9.7)	0.2
Customer portfolios	0.5	-	-	0.0	0.5	(0.2)	0.3
Deposits	0.0	-	-	-	(0.0)	(0.0)	(0.0)
Other	8.9	-	-	4.3	13.2	(4.9)	8.3
Total	19.4	0.0	-	4.3	23.6	(14.8)	8.8

Note 19 Property, plant and equipment excluding IFRS 16 standard

The impact of the acquisition of Personal Creations® is €5.3 million on acquisition (see Note 17) and mainly concerns installations and industrial equipment. Additions of the period mainly concern this acquisition.

Changes in property, plant and equipment were as follows:

			Disposals/	Scope changes/		Amort.,
		Diminution	Transfer	Changes		depr. and
	Gross	(Cess,	between	in foreign	Gross	provisions	Net
(in € million)	6/30/2019	Remb.)	items	exchange rates	6/30/2020	6/30/2020	June 2020
Fixtures, improvements to land	2.0	0.9	(0.1)	5.3	8.0	(2.7)	5.3
and facilities
Transportation equipment	0.1	0.1	-	(0.0)	0.1	(0.1)	0.1
Office and IT furniture	2.5	0.3	(0.0)	(0.0)	2.7	(2.3)	0.5
and equipement
Total	4.6	1.2	(0.1)	5.2	10.9	(5.0)	5.9

Note 20 Depreciation and amortization excluding IFRS 16 standard

Changes in depreciation and amortization were as follows:

		Depreciation		Scope
		and		changes/
		amortization	Disposals/	Changes
	Cum. amort. at	for the fiscal	Transfer	in foreign	Cumul. amort.
(in € million)	6/30/2019	period	between items	exchange rates	at 6/30/2020
Development and Software costs	9.6	0.0	-	(0.0)	9.7
Customer portfolios	0.2	-	-	-	0.2
Other	2.6	2.4	-	(0.1)	4.9
Total Intangible Assets	12.4	2.4	-	(0.1)	14.8
Total Property, plant and equipment	3.2	1.9	(0.0)	(0.1)	5.0
Total	15.6	4.3	(0.0)	(0.2)	19.7

28 -

2019-2020 Consolidated financial statements - Notes to balance sheet assets

Note 21 Leases

IFRS 16, "Leases" is applicable to fiscal years beginning on or after January 1, 2019. It consists in recognizing a right-of-use asset, and a lease liability corresponding to the sum of discounted future lease payments. In the income statement, the operating expense (lease expenses) is replaced by a depreciation charge and an interest expense. In the cash flow statement, interest impacts cash flows from operating activities, cash flows from investing activities are not impacted and the repayment of the principal portion of the lease liability impacts cash flows from financing activities.

The Group has identified three main lease categories:

• buildings for office and industrial use: office leases concern the Group's three segments. Plant and storage facility leases mostly concern the PlanetArt segment;
• vehicles;
• miscellaneous and IT equipment.

These last two categories do not have material rental contracts for the Group.

The Group transitioned to IFRS 16 using the modified retrospective method and the comparative period to June 30, 2019 was not therefore restated.

As of July 1, 2019, the lease liability was calculated by discounting future lease payments at rates reflecting the estimated residual lease terms. The corresponding right-of-use asset was recognized in the same amount as the lease liability. The first-time application of IFRS 16 does not therefore impact Group equity as of July 1, 2019.

In accordance with the options offered by IFRS 16, the Group applies the following exemptions and practical expedients:

• short-termleases and leases of low-value assets are not restated;
• analyses performed pursuant to IAS 17 and IFRIC 4 to determine whether a contract is a lease are maintained;
• leases with a residual term of less than 12 months are considered equivalent to short-term leases and are not restated;

In November 2019, the IFRS IC clarified certain points of the standard, including the assessment of lease terms and the useful lives of non- removable leasehold improvements. This committee clarified the term of a lease, by rejecting the legal approach consisting in only taking into account the terms and conditions of the lease between the lessor and the lessee to determine the period during which the lease is enforceable. The lease's reasonably certain term should be assessed to determine the lease liability and the value of the right- of-use asset.

This clarification partly explains the difference between the off- balance sheet commitments as stated in the 2018-2019 URD, and the transition-date lease liability, as shown below.

On the date of preparation of these annual consolidated financial statements, the accounting positions and implementation conditions for these matters were as follows:

• In a certain number of cases, the Group adopted the legal approach in assessing the lease term, considering that it corresponded to the reasonably certain term of the lease in the absence of other information indicating a different term. The term adopted was defined individually for each lease and also took into account the laws and practices specific to each country.
• IFRS 16 restatements mainly concern US and French subsidiaries. An IFRS 16 restatement and the related deferred tax are recorded locally in the United States. No deferred tax is recognized in respect of IFRS 16 restatements for French subsidiaries due to tax losses carried forward.

As of June 30, 2020:

• the recognition of right-of-use assets increased non-current assets by €9.8 million;
• the recognition of lease liabilities increased total liabilities by €10.1 million, including €7.1 million maturing in over one year and €3.0 million maturing in less than one year;
• income statement impacts were as follows:

• the onerous nature of a lease is assessed in accordance with IAS 37.

(in € million)	2019-2020
Cancellation of lease expense	3.1
Amortization of right-of-use asset	(2.9)
Interest on the lease liability	(0.6)
Total impact on net income	(0.4)

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet assets

Impacts on the Statement of financial position

	Historical data	Impact IFRS 16	Retraited data
(in € million)	6/30/2019	application	7/01/2019
Property, plant and equipment	1.4	-	1.4
Right of use	-	7.1	7.1
Deferred tax assets	0.9	-	0.9
Non-current assets	75.1	7.1	82.2
Current assets	100.9	-	100.9
Total assets	176.1	7.1	183.1
Total equity	63.6	-	63.6
Non-current financial liabilities	49.1	-	49.1
Non-current lease debt	-	5.6	5.6
Deferred Tax Liabilitiies	1.2	-	1.2
Total non-current liabilities	52.0	5.6	57.5
Current Provisions	0.1	-	0.1
Current financial liabilities	2.7	-	2.7
Current lease debt	-	1.5	1.5
Current tax liabilities	3.0	-	3.0
Current liabilities	60.5	1.5	62.0
Total liabilities	176.1	7.1	183.1

Reconciliation of operating lease off-balance sheet commitments presented under IAS 17 in the 2018-2019 URD and lease liabilities recognized under IFRS 16 as of July 1, 2019

(in € million)

Off-balance sheet financial debts as of June 30, 2019 (URD 2018-2019)	6.5
Lease terminated as of July 1. 2019	(0.0)
Leases of low value and less than 12 months	(0.0)
Difference in lease payments	0.0
Difference in lease term	1.4
Discounting impact	(0.9)
Currency translation impact	0.1
Total lease debts on the date of transition	7.1

The difference in lease term is due to the renewal of an office premises lease by a US subsidiary in April 2020, with a three-year extension.

30 -

2019-2020 Consolidated financial statements - Notes to balance sheet assets

Lease liabilities

As of June 30, 2020, lease liabilities total €10.1 million, including €7.1 million in non-current lease liabilities and €3.0 million in current lease liabilities.

The following table presents the payment schedule for lease liabilities:

	Less than	From one	More than
(in € million)	one year	to five years	five years	As of 6/30/2020
Lease liabilitiy maturity	3.0	7.1	0.0	10.1
Lease liabilities increased as follows during the fiscal year:
(in € million)
Lease liabilities at the transition date (July 1, 2019)				7.1
Increase in Lease liabilities				5.6
Decrease in Lease liabilities				(2.5)
Currency transaltion impact				(0.0)
Lease liabilities as of June 30, 2020				10.1

The lease liabilities correspond to the present value of the remaining lease payments. The Group only takes into account the lease component in the lease liability measurement. For certain classes of assets which have leases including service and lease components, the Group may be required to recognize a single lease component (no distinction between the service and the lease component). This is particularly the case for vehicle leases, which are only marginal for the Group.

For each lease, the discount rate used is determined using the government bond yield in the lessee's country, according to the lease's maturity and currency as well as the local borrowing rates that the subsidiary has obtained for its financing.

The weighted average incremental borrowing rate as of July 1, 2019 for all lease liabilities is 6.44% based on the residual term of the leases on the transition date. It was impacted by the ORNANE (annual nominal rate of 5%) and Euro PP (annual rate of 6%) bond rates.

The lease liability is excluded from the net financial debt definition.

Personal Creations®® lease liabilities total €4.4 million as of June 30, 2020.

Financial expenses relating to leases totaled €0.6 million as of June 30, 2020.

Right-of-use assets

	Net book value of right			Currency
	of use on the transition	Acquisitions of	Amortization	translation	Net as of
(in € million)	date (7/01/2019)	right of use	of right of use	impact	6/30/2020
Building	6.9	5.6	(2.8)	0.0	9.7
Vehicles	0.1	0.1	(0.1)	(0.0)	0.1
Other assets	0.0	-	(0.0)	-	0.0
Total leases restated	7.1	5.6	(2.9)	0.0	9.8
for IFRS 16

The increase in the right-of-use assets mainly concerns Personal Creations®®.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet assets

Lease expenses

As of July 1, 2019, lease expenses comprise payments for leases with a term of 12 months or less, leases of assets with a value when new of less than US$5,000 (as recommended by the standard) and lease

payments not taken into account in the lease liability measurement (e.g. co-working offices not specific to the Group's entities).

(in € million)	6/30/2020
Leases of less than 12 months	(0.2)
Low value leases	-
Services	(0.2)
Co-working offices	(0.3)
Others	(0.1)
Total lease payments not restated for IFRS 16	(0.9)

Impact on the Statement of cash flows

(in € million)	2019-2020
Operating activities	-
Consolidated net income	(0.4)
Elimination of items with no impact on the cash position or not related to operations:	-
• Net depreciation, amortization and provisions (excluding current provisions)	2.9
• Net borrowing costs recognized	0.6
Cash flow from operations	3.1
Changes in working capital requirements	0.0
Net interest paid	(0.6)
Net cash flow from (used in) operating activities	2.5
Investing activities	-
Net cash flow from (used in) investing activities	-
Financing activities	-
Principal payments on borrowings	(2.5)
Net cash flow from (used in) financing activities	(2.5)
Net increase (decrease) in cash	(0.0)

Note 22 Inventories and work-in-progress

Inventories increased €9.6 million in line with PlanetArt business growth, and especially due to the acquisition of Personal Creations®.

32 -

2019-2020 Consolidated financial statements - Notes to balance sheet assets

Note 23 Trade receivables and related receivables

The acquisition of Personal Creations® had only a marginal impact on trade receivables as of June 30, 2020. Personal Creations® website customers pay at the time of order, in the same way as PlanetArt

customers. Avanquest trade receivables increased in line with activity growth.

Trade receivables maturity schedule

All trade receivables are recognized as current assets.

	Trade				Impairment
	receivables		Less than 90	More than 90	of past-due
(in € million)	(gross value)	Not past due	days past due	days past due	receivables	Net value
6/30/2020	10.1	8.7	0.6	0.8	0.2	9.9
6/30/2019	11.8	3.9	6.6	1.2	0.2	11.6

The US subsidiary, Avanquest North America, has trade receivables past due more than 90 days totaling €0.7 million. They do not however present any risks not covered by a provision. Avanquest North America has an excellent commercial relationship with the customers in question and grants them longer payment periods.

Note 24 Other non-current and current receivables

Other non-current receivables reflect prepaid expenses (at more than one year) of €2.4 million relating to the Adaware business, stable over the year.

The main amounts in current receivables are:
(in € million)	6/30/2020	6/30/2019
Prepaid expenses	1.8	2.1
Tax receivables	2.4	1.8
Lease payments	0.1	0.1
Contract assets	0.8	0.5
Other	3.4	3.4
Total	8.5	8.0

Other current receivables are stable year-on-year:

• Prepaid expenses consist of traffic acquisition expenses in the Avanquest segment.
• Contract assets relating to the restatement of deferred subscriptions for Upclick and Adaware activities total €0.8 million, up slightly on the prior year.

• Tax receivables are mainly VAT receivables, including VAT credit repayment requests submitted to the tax authorities of approximately €1.2 million for the French subsidiaries, Avanquest SAS and Claranova SE.
• Other current receivables mainly comprise prepaid expenses of the PlanetArt segment (primarily advertising costs) of €2.9 million.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet liabilities

Note 25 Cash and cash equivalents

Cash (€82.8 million as of June 30, 2020 compared to €75.4 million as of June 30, 2019) is made up of bank accounts and cash investments, the liquidation value of which is identical to the book value.

CASH AND CASH EQUIVALENTS

(in € million)

€0.7M	€8.2M	€0.1M	€9.3M
•		•••
€1.6M			€26.9M
€28.9M	€15.3M
June 30, 2020	June 30, 2019
€82.8M	€75.4M
€43.3M	€0.1M	€23.5M	€0.3M

Figures as of June 30, 2019 were restated to take account of the currency of local bank accounts. Figures were previously presented in the currency of the subsidiaries.

The significant decrease in Canadian dollar cash is related to the settlement of the deferred payment related to the acquisition of the Adaware, SodaPDF and Upclick businesses (see Note 1.3).

The increase in cash in British Pound is related to the growth in PlanetArt activity in Europe.

Notes to balance sheet liabilities

Note 26 Equity

26.1 Share capital

As of June 30, 2020, the share capital of Claranova SE was made up of 39,442,878 shares with a par value of €1 each, all of the same class. The Extraordinary General Shareholders' Meeting of June 7, 2017 decided, in accordance with Article L. 225-123 of the French Commercial Code, to grant double voting rights (i) to fully paid-up Company shares which can be proved to have been registered in

the name of the same shareholder for at least two years, (ii) as well as to registered shares allocated as bonus shares to a shareholder, in the event of a capital increase by capitalizing reserves, profits or issue premiums. The Group's main capital management objective is to ensure the maintenance of sound capital ratios, in such a way as to facilitate its activity and development.

26.2 Changes in the number of shares and share capital

During the period, the number of shares changed as follows:
	Units	Amount (in €)
As of June 30, 2019	394,428,788	39,442,879
Reverse stock split(1)
As of June 30, 2020	39,442,878	39,442,878

(1) Reverse stock split (see Note 1). Following the reverse stock split, 8 shares were cancelled for €0.80.

34 -

2019-2020 Consolidated financial statements - Notes to balance sheet liabilities

As of June 30, 2020, the Company held 242,125 treasury shares, unchanged on June 30, 2019 (after the reverse stock split. See Note 1).

	Units
As of June 30, 2019	2,421,251
Reverse stock split(1)	0
As of June 30, 2020	242,125

(1) Reverse stock split (see Note 1).

26.3 Other securities granting access to the share capital and stock options

The following information is valid as of June 30, 2020, after the reverse stock split on August 1, 2019 (see Note 1).

Exercise of Claranova SE stock options

The General Shareholders' Meeting of November 30, 2015 authorized the issue of 18,765,927 stock options. 440,694 of these stock options have not been exercised, with no movements during the period.

Beneficiaries	Claranova group employees
Date of the Shareholder's Meeting	11/30/2015
Number of authorized securities	18,765,927
Date of Management Board meeting(1)	11/25/2016 & 5/03/2017
Number of securities attributed as of 6/30/2020	18,765,927
Number of beneficiaries	52
Subscription price for 10 options(3)	€1.120
Exercise period	109 months
Exercise conditions	already fulfilled
Securities lost or cancelled	30,000
Rights vested as of 6/30/2020(2)	18,735,927
Securities subscribed as of 6/30/2020	18,295,233
Maximum Potential Ordinary Shares(2)(3)	44,069

1. The Management Board meeting of May 3, 2017, decided to modify the conditions governing the objectives to achieve as well as the duration of the vesting period.
2. Taking into account lost or cancelled shares.
3. Following the reverse stock split on June 14, 2019, 10 subscription options granted by the Company gives the right to subscribe to 1 Claranova share.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet liabilities

Claranova SE share subscription warrants plan of June 7, 2017

On June 7, 2017, Claranova SE announced the grant of 3,752,224 Claranova SE share subscription warrants.

As of June 30, 2020, 3,752,224 subscription warrants had vested. No warrants have been exercised. There have been no movements since June 30, 2019.

The following table, prepared as of June 30, 2020, summarizes the main features of Claranova SE's current share subscription warrants.

Beneficiaries	Claranova Group Management Board and Supervisory Board
Date of the Shareholders' Meeting	6/07/2017
Number of authorized securities	3,752,224
Date of Management Board meeting	13/11/2017
Number of securities attributed as of 6/30/2019	3,752,224
Number of beneficiaries	6
Subscription price	€0.36
Exercise price	€0.61
Subscription period	until 11/13/2027
Exercise period	until 11/13/2027
Securities lost or cancelled	0
Rights vested as of 6/30/2019(1)	3,752,224
Securities subscribed as of 6/30/2019	0
Securities converted to ordinary shares	0
Maximum potential ordinary shares(1)	375,220

1. Taking into account lost or cancelled shares
2. Following the reverse stock split on June 14, 2019, 10 BSA 2017 would give the right to subscribe to 1 Claranova share at a price of €6.10 per share.

Claranova SE share subscription warrants plan of December 24, 2018

On December 13, 2018, Claranova announced the grant of a maximum of 3,936,138 Claranova share subscription warrants, conferring entitlement to 3,936,138 new ordinary shares to members of the Board of Directors, certain consultants and the management team. As of June 30, 2020, 3,097,776 share subscription warrants

were subscribed and 240,000 warrants were converted into new ordinary shares.

There have been no movements since June 30, 2019.

The following table, prepared as of June 30, 2020, summarizes the main features of Claranova's current share subscription warrants.

Beneficiaries	Management Board, other advisory bodies, other directors
Date of the Shareholders' Meeting	12/13/2018
Number of authorized securities	3,936,138
Date of Management Board meeting	12/24/2018
Number of securities attributed as of 6/30/2020	3,936,138
Number of beneficiaries	6
Subscription price	€0.114
Exercise price for 10 warrants(1)	€5,300
Subscription period	until 2/11/2019
Exercise period	until 12/24/2020
Securities lost or cancelled	838,362
Rights vested as of 6/30/2020(2)	3,097,776
Securities subscribed as of 6/30/2020	3,097,776
Securities converted to ordinary shares	240,000
Maximum Potential Common Shares(1)(2)	285,776

1. Following the reverse stock split on June 14, 2019, 10 BSA 2018 would give the right to subscribe to 1 Claranova share at a price of €5.30 per share.
2. Taking into account lost or cancelled shares.

36 -

2019-2020 Consolidated financial statements - Notes to balance sheet liabilities

Net Share-Settled Bonds Convertible into New Shares and/or Exchangeable for Existing Shares of Claranova SE

On June 19, 2018, Claranova issued 26,363,636 Net Share-Settled Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (ORNANE) (see Note 23.1 to the 2017-2018 consolidated financial statements for more information on these bonds). As of June 30, 2020, no ORNANE bonds had been converted early. As of the date of this document, the Company has not decided the bond redemption method.

As of June 30, 2020, Claranova held 455,000 ORNANE bonds. There have been no movements since June 30, 2019.

Assuming all the rights attached to stock options and share subscription warrants become exercisable and are exercised, Claranova's share capital would increase by €705,069.

This number does not take into account the June 2018 ORNANE bond issue, as the Company had not yet decided the method of redeeming these bonds at the date of this document. These ORNANE bonds mature on July 1, 2023. Moreover, as of June 30, 2020, in view of the share price, if the early conversion of the ORNANE bonds had been requested by the subscribers, Claranova would have been required to redeem them in cash.

The share capital would therefore increase from €39,442,878 to €40,147,943, an increase of 1.8%, spread over time as follows:

• stock-options:may be exercised by beneficiaries until November 2026;
• June 7, 2017 share subscription warrants: must be subscribed and may be exercised by beneficiaries until November 2027;
• December 24, 2018 share subscription warrants: may be exercised by beneficiaries until December 2020.

6/30/2020

Number of shares existing as of June 30, 2020	39,442,878
Treasury shares	242,125
Number of shares oustanding	39,200,753
Dilutive effect of stock options	44,069
Dilutive effect of warrants (2017 and 2018)	660,996
Theorical weighted average number of shares	39,905,818
Other securities granting access to the share capital of subsidiaries are presented below:
Exercise of myDevices stock options
The following tables summarize the features of the current myDevices stock option plans.
Beneficiaries	myDevices Inc. Employees
Number of authorized securities	1,900,000
Date of Board of Directors meeting	2/05/2017
Number of securities attributed as of 6/30/2020	1,511,000
Number of beneficiaries	23
• Of which Directors and officers	1
Subscription price for 1,236,000 securities	USD 0.07
Subscription price for 275,000 securities	USD 0.39
Vesting Period	spread over 4 years
Vesting Conditions	Vesting is subject to the employees' continued
employment during the vesting period
Rights lost or cancelled as of 6/30/2020(2)	54,500
Rights vested as of 6/30/2020(1)	926,500
Securities subscribed as of 6/30/2020	530,000
Maximum potential securities(1)	926,500

(1) Taking into account lost or cancelled shares.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet liabilities

myDevices share subscription warrants plan

The following table, prepared as of June 30, 2020, summarizes the main features of myDevices' current share subscription warrants.

Beneficiaries	Commercial partners
Number of authorized securities	1,010,000
Number of securities attributed as of 6/30/2020	0
Number of beneficiaries	1
Conditions for Obtaining	Revenue levels
Subscription price	USD 3.125
Date of end of fiscal year	3/31/2021
Exercise conditions	None
Securitiess lost or cancelled	0
Rights vested as of 6/30/2020(1)	0
Securities subscribed as of 6/30/2020	0
Maximum potential securities(1)	1,010,000

(1) Taking into account lost or cancelled shares.

myDevices signed a capital agreement with a commercial partner specifying the grant of share subscription warrants depending on revenue payments made. Each subscription warrant confers entitlement to buy one share at US$3.125.

It should be noted that if the value of the myDevices share rises above US$3.125, the partner could also choose to exercise its subscription warrants by converting them, and the ratio would then be based on the fair value of the share.

26.4 Non controlling interest

Avanquest segment

On July 1, 2018, Claranova completed the acquisition of the companies forming the Adaware, SodaPDF and Upclick businesses. The securities of these companies are held by Avanquest Canada Inc., a company incorporated for the transaction and owned by Avanquest Software SAS (parent company of the Avanquest division). All entities are consolidated by global integration.

As part of the transaction, preference shares were issued to the profits of the sellers and the financial intermediary that facilitated the transaction. As a reminder, the conversion ratio of preference shares into Avanquest Software SAS shares was frozen by amendment as of June 30, 2019. These preference shares are convertible at any time. They entitle 64.09% of the income of the entities of the Avanquest group (see Note 4 Chapter 2 URD 2018-2019).

The Group retains control over the Avanquest division.

PlanetArt segment

Minority shareholders own 7.73% of PlanetArt LLC, parent company of PlanetArt. In addition, as indicated in the off-balance sheet commitments, since 11/08/2012, the managers of the US subsidiary have been granted an option to acquire 20% of the PlanetArt activity as part of a potential liquidity event of this activity or a departure of these managers under certain terms and conditions (Note 34).

All PlanetArt entities are consolidated by global integration.

myDevices segment

myDevices' minorities, mainly myDevices' business partners, own 38.07% of myDevices. myDevices is consolidated by global integration.

38 -

2019-2020 Consolidated financial statements - Notes to balance sheet liabilities

Note 27 Provisions

Provisions changed as follows during fiscal year 2019-2020:

	Provisions	Change		Decrease	Other		Other	Provisions
(in € million)	6/30/2019	in scope	Additions (Disp., Repay.)	additions	Reversals reclassification	6/30/2020
Other prov. for contingent	0.1	-	-	-	-	(0.0)	(0.1)	(0.0)
liabilities - share at > 1 year
Other prov. for contingent	0.1	-	-	-	-	-	0.1	0.2
liabilities - share at < 1 year
Other prov. for expenses -	0.4	-	-	-	0.3	(0.1)	(0.3)	0.3
share at > 1 year
Other prov. for expenses -	-	-	-	-	-	-	0.2	0.2
share at - part < 1 year
Provisions	0.5	-	-	-	0.3	(0.1)	-	0.7

As of June 30, 2020, the main provisions for contingent liabilities concern:

• provisions of €0.2 million for unoccupied offices in France, including non-current provisions of €0.1 million;
• an Urssaf dispute for €0.2 million.

Note 28 Non-current and current financial liabilities

As of June 30, 2020, total Group debt amounts to €68.9 million, compared to €51.9 million as of June 30, 2019. As of June 30, 2020, Group debt comprises the following borrowings:

• bond issues existing as of June 30, 2019: ORNANE bonds (€29.3 million) and Euro PP bonds (€19.0 million);
• loans contracted by the subsidiary, PlanetArt LLC, to finance the acquisition of the Personal Creations® business, with balances at June 30, 2020 of €8.7 million for borrowing and €1.3 million for revolving credit;
• a €2.0 million loan contracted by myDevices with a commercial partner (including €1.7 million contracted during the fiscal year);
• a new €4.0 million loan guaranteed by the French State contracted by Claranova SE as part of State assistance provided by the French government under its COVID-19 economic support plan.

During the period, financial liabilities changed as follows:

The State guaranteed loan includes an additional amortization option enabling Claranova SE to extend the loan maturity for an additional period of one (1), two (2), three (3), four (4) or five (5) year(s), with the desired repayment period (monthly, quarterly, half-yearly or annually) and an interest rate equal to the bank financing rate plus the State guarantee premium. The additional amortization option cannot be exercised earlier than 4 months before the due date, and at the latest 2 months after the due date. This loan is recorded as a non-current financial debt;

• new loans totaling €4.5 million contracted by US subsidiaries as part of State assistance provided by the US government under its COVID-19 economic support plan (Paycheck Protection Program). These two-year loans bearing interest at 1% are guaranteed by the US government. They may potentially be converted to subsidies under certain conditions, and notably job retention (see Note 1).

				Scope changes/
				Changes in foreign	Other
(in € million)	6/30/2019	Increases	Repayments	exchange rates	changes	6/30/2020
Bonds	47.3	0.4	(1.0)	-	(0.2)	47.0
Derivative component	1.1	-	-	-	(0.3)	0.8
of Convertible bonds
Borrowings	0.4	18.8	(4.0)	(0.2)	3.5	18.5
Credit facilities	-
Other financial liabilities	3.1	1.5	(0.0)	0.0	(2.2)	2.5
Bank account overdrafts	0.0	0.0	-	0.0	-	0.0
Financial instruments - Liabilities	-	-	-	-	-	-
Accrued interest not yet due	0.0	0.1	(0.0)	(0.0)	-	0.1
Total	51.9	20.9	(5.0)	(0.1)	0.8	68.9

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet liabilities

Financial liabilities fall due as follows:
		Less than	From one to	More than
(in € million)	Total	one year	five years	five years
Bonds	47.0	-	47.0	-
Derivative component of Convertible bonds	0.8	-	0.8	-
Borrowings	18.5	3.9	14.5	-
Credit facilities	-	-	-	-
Other financial liabilities	2.5	2.1	0.4	-
Bank account overdrafts	0.0	0.0	-	-
Financial instruments - Liabilities	-	-	-	-
Accrued interest not yet due	0.1	0.1	-	-
Total	68.9	6.1	62.8	-

28.1 ORNANE bond issues

On June 14, 2018, Claranova launched an issue of Net Share-Settled Bonds Convertible into New Shares and/or Exchangeable for Existing Shares (ORNANE) maturing on July 1, 2023, of a nominal amount of €28,999,999.60. See the 2017-2018 Registration Document, Notes 1.5 and 23.1.

The bonds have a nominal value of €1.10 and bear interest at a nominal annual rate of 5.0%.

As of June 30, 2020, no ORNANE bonds had been converted or redeemed. The total amount corresponding to these bonds are recorded in the consolidated financial statements for a total amount of €29.0 million, comprising debt at amortized cost of €28.2 million and a derivative of €0.8 million, in accordance with IAS 39. The derivate value is based on pricing models (Cox Ross Rubinstein method).

28.2 Euro PP bond issue

On June 27, 2019, Claranova group completed a Euro PP private bond placement with European institutional investors for a total amount of €19.7 million, comprising 19,655 bonds with a nominal value of €1,000 each.

The 5-year bonds bearing 6% annual interest will be redeemed on maturity on June 27, 2024. They have been admitted for trading, as of today, on the Euronext Access market under the ISIN code FR0013430725.

Interest is payable annually on maturity on July 1, of each year.

As of June 30, 2020, the balance of this loan is €18.8 million.

This loan is accompanied by the following financial commitments:

• annual consolidated net financial debt/EBITDA ratio strictly below 3.5;
• strictly positive annual EBIDTA.

The bonds are not guaranteed by any collateral.

28.3 Other financial liabilities

Financing of the Personal Creations® acquisition

On August 2, 2019, Claranova announced the acquisition of the assets of Personal Creations®®, the personalized gifts business of the US group, FTD Companies, Inc. This business was integrated into the PlanetArt segment. It was financed by a US$12 million 4-year loan contracted by PlanetArt LLC on July 24, 2019 and a €3 million revolving credit facility up to September 30, 2020. As of June 30, 2020, the outstanding balance on these loans was €11.1 million.

The loan will be repaid on a straight-line basis over its term. The interest rate is the higher of 5.25% and the Prime Rate -0.25%. The Prime Rate is defined as the higher of 0% and the annual rate as reported by the Wall Street Journal.

State guaranteed loan

In the context of the COVID-19 pandemic, on May 22, 2020, Claranova SE secured a €4 million State Guaranteed Loan, bearing interest at 0.50% and repayable on maturity in 12 months. The State guaranteed loan includes an additional amortization option enabling Claranova SE to extend the loan maturity for an additional period of one (1), two (2), three (3), four (4) or five (5) year(s), with the desired repayment period (monthly, quarterly, half-yearly or annually) and an interest rate equal to the bank financing rate plus the State guarantee premium. To date, Claranova SE has not exercised the additional amortization option.

40 -

Paycheck Protection Program loans (US government guaranteed loans)

On April 6, 2020, the US subsidiaries contracted new loans totaling €4.5 million as part of State assistance provided by the US government under its COVID-19 economic support plan (Paycheck

2019-2020 Consolidated financial statements - Notes to balance sheet liabilities

Protection Program). These two-year loans bearing interest at 1% are guaranteed by the US government. They may potentially be converted to subsidies under certain conditions, and notably job retention (see Note 1).

As of June 30, 2020, the conditions for conversion into a subsidy are under analysis.

Loan contracted by the Internet of Things segment

As of June 30, 2020, myDevices has a €2.0 million loan from one of its commercial partners (including €1.7 million contracted during the fiscal year) in the form of an advance called by myDevices from its partner. The advance is repayable on March 30, 2021.

28.4 Financial risks and market risks

Liquidity risk

Prudent management of liquidity risk involves maintaining sufficient liquidity and financial resources through appropriate credit facilities.

The Group's cash position as of June 30, 2020 was €82.8 million. Borrowings and other financial liabilities total €68.9 million, representing an excess cash position of €13.9 million.

Amounts available immediately or almost immediately are largely sufficient to cover borrowing repayments and operating requirements during the next 12 months. Operating flows are generally sufficient to internally finance operating activities and organic growth.

The General Shareholders' Meetings of November 29, 2018 and July 29, 2020 authorized the Board of Directors, in a number of delegations, to issue Claranova shares and/or certain securities, in line with market opportunities and financing requirements.

The Group therefore considers its liquidity risk to be low.

Foreign exchange risk on main currencies

The Group mainly carries on its business outside the euro zone. However, since revenues and costs are denominated in the same currency, exposure to currency risk is limited to earnings, and no systematic policy of hedging currency risk has been implemented within the Group.

An estimate of the impact of currency movements on earnings for the year ended June 30, 2020 is given below:

				Impact on recurring
Fiscal year ended June 30, 2020	Impact on revenue	operating income		Impact on equity
(in € million)	real rate	-10%	+10%	real rate	-10%	+10%	real rate	-10%	+10%
USD	409.1	(23.2)	23.2	13.3	0.5	(0.5)	62.3	6.6	(6.6)
GBP	409.1	(10.6)	10.6	13.3	(1.8)	1.8	62.3	(2.5)	2.5
CAD	409.1	(4.4)	4.4	13.3	(0.3)	0.3	62.3	(4.3)	4.3

Interest rate risk

As of June 30, 2020, the Group has fixed rate borrowings for €58.9 million and 10.0 million floating rate borrowings (highest rate between 5.25% and the Prime Rate -0.25%. The Prime Rate is defined as the largest between 0% and the annual rate published by the Wall Street Journal). The Prime Rate at June 30, 2020 was 3.25% A 5% increase in the Prime Rate would have an impact of €0.3 million on the accumulated interest until the maturity of the loan. A decrease in the Prime Rate would have no impact.

Equity risk

The Company's cash is mainly invested in risk-free money market investments and in ORNANE.

The Group only holds 242,125 treasury shares as of June 30, 2020, and therefore has only low exposure to equity risk.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to balance sheet liabilities

Note 29 Other non-current liabilities

Other non-current liabilities total €1.2 million and mainly comprise:

• retirement termination benefits provided €0.8 million in the balance sheet (see Note 12);
• a debt of €0.4 million representing the fair value of subscription warrants granted to a commercial partner of myDevices (see Note 26.3).

Note 30 Other current liabilities

Other current liabilities total €15.9 million, down €10.8 million on June 30, 2019. This decrease is mainly due to the settlement of the €14.9 million deferred payment for the acquisition of the Adaware, SodaPDF and Upclick businesses (see Note 4 of the 2018-2019 URD).

As of June 30 2020, other current liabilities comprise:

• employee-relatedliabilities of €10.1 million, compared to €7.6 million as of June 30, 2019. The bonus provision for US entities is up €2.0 million, in line with growth in the PlanetArt segment;

• tax liabilities of €1.0 million, stable on June 30, 2019;
• deferred income of €3.0 million, compared to €1.6 million as of June 30, 2019. The €1.4 million increase is mainly linked to PlanetArt activity growth in the fiscal year;
• current liabilities of €1.9 million, compared to €16.4 million as of June 30, 2019, following the settlement of the remaining deferred payment for the acquisition of the Adaware, SodaPDF and Upclick businesses of €14.9 million.

Note 31 Trade payables

Trade payables have increased from €28.0 million to €48.0 million.

The increase in trade payables is mainly due to the marked rise in the PlanetArt segment for €21.9 million in line with the steady strong growth of this business.

42 -

2019-2020 Consolidated financial statements - Notes to balance sheet liabilities

Note 32 Summary of financial and operating assets and liabilities

	6/30/2019	Breakdown by category of instrument
			Fair value	Loans,	Debt at
	Carrying		through profit	receivables and	amortized	Derivative
(in € million)	amount	Fair value	or loss	other debts	cost	instruments
Available-for-sale assets
Other financial assets	0.6	0.6		0.6
Other non-current assets	2.4	2.4		2.4
Trade receivables	11.6	11.6		11.6
Other current assets	9.1	9.1		9.1
Cash and cash equivalents	75.4	75.4	75.4	-
Total assets	99.0	99.0	75.4	23.7
Borrowings and financial liabilities	49.1	49.1	1.1		48.1
(>1 year)
Other non-current liabilities	1.2	1.2	1.2
Borrowings and financial liabilities	2.7	2.7			2.7
(<1 year)
Trade payables	28.0	28.0		28.0
Other current liabilities	26.7	26.7		26.7
Total liabilities	107.7	107.7	2.3	54.7	50.8
		6/30/2020		Breakdown by category of instrument
			Fair value	Loans,	Debt at
	Carrying		through profit	receivables and	amortized	Derivative
(in € million)	amount	Fair value	or loss	other debts	cost	instruments
Available-for-sale assets
Other financial assets	0.7	0.7		0.7
Other non-current assets	2.4	2.4		2.4
Trade receivables	9.9	9.9		9.9
Other current assets	9.2	9.2		9.2
Cash and cash equivalents	82.8	82.8	82.8
Total assets	105.0	105.0	82.8	22.2
Borrowings and financial liabilities	62.8	62.8	0.8		62.0
(>1 year)
Other non-current liabilities	1.2	1.2	1.2
Borrowings and financial liabilities	6.1	6.1			6.1
(<1 year)
Trade payables	48.0	48.0		48.0
Other current liabilities	15.9	15.9		15.9
Total liabilities	134.1	134.1	2.0	63.9	68.1

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Notes to the Statement of cash flows

Notes to the Statement of cash flows

Note 33 Notes to the Statement of cash flows

33.1 Net borrowings cost

Net borrowing costs total €3.8 million and comprise loan interest (ORNANE, Euro PP, Personal Creations® acquisition financing, myDevices loan from a commercial partner of €1.5 million,

€1.2 million, €0.6 million and €0.1 million, respectively) and the IFRS 16 expense of €0.6 million, reclassified in financial flows, as well as financial investment income of €0.1 million relating to operations.

33.2 Fair value of financial instruments

The change in the fair value of financial instruments concerns ORNANE bonds for €0.6 million.

33.3 Other items with no impact on the cash position or not related to operations

Other items with no impact on the cash position or not related to operations break down as follows:
	2019-2020	2018-2019
(in € million)	12 months	12 months
Convertible bonds (amortisation of borrowing fees, variation of fair value	0.3	0.3
of the debt and derivative component)
Amortisation of borrowing fees for the debts		0.4
US Government Support for COVID-19	(0.5)
Others	0.1
Items not related to operating activities:
• Personal Creations® acquisitions fees	0.6	0.3
• Adaware, SodaPDF and Upclick acquisition fees		0.9
Impact of other items with no impact on the cash position or not related to operations	0.4	1.9

33.4 Changes in working capital requirements

The €22.5 million change in working capital requirements is mainly due to PlanetArt activity growth for €13 million.

In fiscal year 2018-2019, the change in working capital requirements was impacted by the Avanquest segment debt to sellers in settlement of the remaining deferred payment for the acquisition of the Adaware, SodaPDF and Upclick businesses of €14.9 million (see Note 4 of the 2018-2019 URD).

33.5 Acquisition of property, plant and equipment

Acquisitions of property, plant and equipment mainly concern the PlanetArt segment for €0.9 million and the Chinese development subsidiary in the Avanquest segment for €0.2 million.

44 -

2019-2020 Consolidated financial statements - Notes to the Statement of cash flows

33.6 Impact of changes in scope

The impact of changes in scope breaks down as follows:

	2019-2020	2018-2019
(in € million)	12 months	12 months
Net cash flow from the sale of Avanquest Publishing Ltd	0.2	0.2
Net cash flow from the entry of external investors in the capital of PlanetArt in 2017-2018		0.4
Net cash flow from the acquisition of Personal Creation by PlanetArt LLC	(17.2)	(1.7)
Net cash flow from the entry of external investors in the capital of myDevices		2.6
Net cash flow from the acquisition of Adaware, SodaPDF and Upclick businesses(1)	(14.9)	(14.7)
Impact of changes in scope	(31.9)	(13.3)

(1) The remaining deferred payment for the acquisition of the Adaware, SodaPDF and Upclick businesses was settled in early July 2019 for €14.9 million (see Note 1).

33.7 Proceeds from borrowings

Proceeds from borrowings in the consolidated statement of cash flows total €21.1 million and mainly reflect the following:

• the €4.0 million loan guaranteed by the French State (see Note 1);
• the loans to finance the acquisition of Personal Creations® for €10.7 million;

• loans pursuant to the State assistance program provided by the US government under its COVID-19 economic support plan (Paycheck Protection Program) totaling €4.5 million (see Note 1);
• the €1.7 million loan by the myDevices segment from one of its commercial partners;
• the net change in the ORNANE bonds for €0.2 million.

33.8 Cash outflows relating to borrowings

Cash outflows consist of:

• the net impact of IFRS 16 (lease payments, repayment of the debt and interest) for €2.5 million;
• repayment of a portion of the Personal Creations® acquisition loan for €3.4 million;

• accrued interest on the Personal Creations® acquisition loan for €0.6 million;
• interest on the ORNANE and Euro PP bond issues for €2.6 million;
• additional expenses on the Euro PP bond issue for €0.4 million.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Other information

Other information

Note 34 Off-balance sheet commitments

34.1 Off-balance sheet commitments on acquisitions and equity interests and loans

COMMITMENTS AND GUARANTEES GIVEN
Subsidiary	Date	Type	Amount	Limits	Period
ProcessFlows Ltd	5/29/2015	Share transfer	• Minimum:	Price paid to the seller, except in the	Tax receivable:
		agreement	€4,000,000.	event of a claim relating to tax or	7 years from the
			• Maximum:	employee-related receivables or	transaction
			insolvency (in the absence of	completion date,
			€5,350,000
			+ interest on a	compulsory administration or	i.e. until
			maximum of	liquidation proceedings or an	5/29/2022.
			€350,000.	application to appoint a liquidator).
				In the latter case, the maximum
				amount is £2,500,000.
				Floor: £50,000 (except in the event
				of fraud).
Avanquest Software	4/30/2016	Share transfer	Guarantee	£750,000, plus the amount of the	Tax receivable:
Publishing Ltd		agreement	granted for the	earn-out clause.	7 years from the
			amount of	Floor:	transaction
			losses,	• £2,500 if called for a single claim;	completion date,
			guarantees,	i.e. until
			costs and	• £25,000 if called for several clams.	4/30/2023.
			expenses
			provided for in
			some cases by
			the transfer
			agreement.
PlanetArt LLC	11/08/2012	Share purchase	10% of shares	Since November 8, 2012, the
		options	for each	Directors of the US subsidiary, Roger
			beneficiary	Bloxberg and Todd Helfstein, have
				held an option to acquire 20% of
				PlanetArt in the context of a potential
				liquidity event or the departure of
				these managers subject to certain
				terms. This agreement was reviewed
				on September 4, 2017 in order to lay
				down the implementation conditions
				and transfer the rights to their
				respective trusts.
Holders of EuroPP	6/25/2019	Claranova	In the event of	Bond issue of €19,655,000	For as long as
bonds		commitments to	non-compliance		the bonds are
		maintain the	with its financial		outstanding.
		annual	commitments,
		consolidated net	bond holders
		financial debt/	could demand
		EBITDA ratio	early
		strictly below 3.5	redemption
		and annual

EBITDA above zero(1).

46 -

2019-2020 Consolidated financial statements - Other information

Subsidiary	Date	Type	Amount	Limits	Period
Cathay Bank	7/24/2019	Covenant on the	If financial	Bank loan US$9,750,000 and	Until the expiry
		Cathay loan put	commitments	Revolving US$1,400,000	of the loan on
		in place to	are not met, the		9/30/2023
		finance the	bank may
		acquisition of	request early
		Personal	repayment.
		Creations®: Cash/
		Loan Balance >
		1.25; Net Asset
		Value (PA LLC + PA
		Ltd) > US$10
		million; average
		EBITDA over the
		last four quarters
		(PA LLC + PA Ltd)/
		Repayment of the
		loan over the
		quarter > 1.5(1).
Upclick 6785719	5/27/2020	Parent company	Should the	Customer Application Opportunity	As long as the
Canada Inc.		guarantee with	subsidiaries fail	Legally Limited to 180 Days in	underlying
Upclick Malta Ltd		Paysafe Group,	to reimburse the	Canada	contracts
	the payment	sums paid by		between the
(C 42231)
	partner of these	their customers		subsidiaries and
		subsidiaries	in the event of a		Paysafe are in
			refund/		force
			chargeback
			request

(1) Covenants respected as of June 30, 2020.

Earn-out clauses

There are no applicable earn-out clauses payable by the Group as of June 30, 2020.

34.2 Pledges granted

PlanetArt LLC granted a pledge over 65% of the shares held in its subsidiary, PlanetArt UK LTD, to guarantee the US$3 million revolving credit facility up to September 30, 2020 and the US$12 million 4-year loan secured on July 24, 2019, for the acquisition of the Personal Creations®® assets.

PlanetArt LLC and Avanquest North America LLC also granted a pledge over all their tangible assets (plant, inventory, cash, etc.) for the purposes of this financing.

34.3 Commitments and guarantees received

The shareholders of Micro Application Europe provided Claranova SE with a warranty covering the assets and liabilities in the financial statements of the company and its subsidiaries as of February 11, 2011. This warranty is still valid for tax and social claims where the statutory limitation period is more than five years and for claims still pending and submitted in accordance with the warranty terms.

As part of the disposal of Mediaclip securities in March 2017, the buyer agreed to pay an earn-out to Claranova if all Mediaclip shares are sold within three years. This earn-out cannot, in any event, exceed CAN$98,536.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements Other information

Note 35 Events after the reporting period

35.1 Appointment of new directors and an Executive Vice-President - Renewal of the Board of Directors' Committees

On June 23, 2020, Claranova group announced the strengthening of Group management and governance, with the promotion of Sébastien Martin to Executive Vice-President and the appointment of Jean-Yves Quentel as Group Chief Financial Officer. Jean-Yves Quentel was also appointed Executive Vice-President by the Board of Directors' meeting of August 10, 2020.

The General Shareholders' Meeting of July 29, 2020 appointed three new independent directors, Joanna Gordon, Francis Meston and Jérôme Bichut, to accompany the Company in its new development phase.

The Board of Directors' meeting of July 29, 2020 also renewed the appointment of the members of the Audit and Appointments and Compensation Committee and created a Strategic Committee.

These governance changes are presented in detail in Chapter 3 (Corporate Governance) of the Universal Registration Document, due to be published on October 21, 2020.

35.2 Acquisition by PlanetArt of CafePress' personalized gifts business

PlanetArt announced on September 1, 2020 the acquisition of CafePress' assets from Snapfish® (the Shutterfly® Group), On September 1, 2020, the Group's PlanetArt division announced it had completed the acquisition of the assets of CafePress, the personalized gifts business of the US group, Shutterfly.

CafePress is a leading player in the custom product market. This new structuring acquisition allows PlanetArt to increase its critical size, complete its product range, expand its geographical presence

in new markets with high potential (Canada, Australia) and access to a unique intermediation platform connecting hundreds of thousands of designers worldwide. The Group intends to capitalize on the many potential cross-synergies, based in particular on CafePress' unique marketplace know-how and PlanetArt's proven ability to deploy its Web offerings on Mobile.

The acquisition of the CafePress business was financed by PlanetArt division cash assets.

35.3 Strike-off of Avanquest UK Ltd

To simplify the Group's legal structure, it was decided to close Avanquest UK Ltd as of June 30, 2020 through a strike-off procedure. This subsidiary was wholly owned by Avanquest Software SAS and no longer had any operating activity.

The company is in the process of being wound up.

35.4 myDevices Inc. share capital increase

To continue its support of its subsidiary, myDevices Inc., Avanquest America Holdings LLC, and the minority shareholder Semtech Corporation, both subscribed to a share capital increase by myDevices Inc. on July 1, 2020 for a confidential amount.

35.5 Reorganization of the Canadian subsidiary, Upclick

As part of further measures to simplify the Group's legal structure, Upclick 6785719 Canada Inc. performed the amalgamation of its subsidiary, UC Distribution (9213015 Canada Inc.) on July 1, 2020.

48 -

2019-2020 Consolidated financial statements - Other information

Note 36 Other information

36.1 Group headcount

As of June 30, 2020, Claranova had 672 employees (versus 452 as of June 30, 2019). The significant increase in employee numbers follows the acquisition of the Personal Creations®' business and general activity growth within the Group.

HEADCOUNT BY COUNTRY
						Other
		United				European
Headcount by country	France	States	Germany	China	Canada	countries	Total
6/2019	50	207	6	56	130	9	452
6/2020	49	407	5	73	135	8	672

36.2 Significant change in the issuer's financial or trading position

Since the approval of the consolidated financial statements for the year ended June 30, 2020, apart from the events disclosed in Note 35 to the consolidated financial statements, there have been no significant changes in the financial or trading position.

36.3 Investment and Research and Development

Main investments

The main investments made over the past three fiscal years relate to research and development, marketing expenditure and external acquisitions.

The Claranova group has continued its development efforts over the past few years. In 2019-2020, research and development expenditure increased significantly to €21.4 million: + 34.8% on 2018-2019, including €5.1 million for Avanquest, up slightly year-on- year (€4.7 million). The IoT segment incurred €2.2 million in research and development expenditure, similar to 2018-2019. None of these expenses were capitalized.

These investments were financed by the Group's available cash and by financing contributed to myDevices by various external investors.

Main current investments

The above investments will continue in fiscal year 2020-2021. The PlanetArt segment continues to develop through the acquisition of new customers, expansion into new geographic regions, and

the buyout of existing businesses, such as CafePress (see Note 35). Claranova continues to invest in myDevices, both to roll-out its turnkey solutions to its network of partners and their customers, but also to develop tailored platforms for its major current and prospective customers. Finally, Claranova continues to invest in research and development in the Avanquest division, mainly for the in-house development of new software and innovative solutions.

Main planned investments

The main planned investments will continue the development trajectory of the Group's activities in recent years. The Group will continue to invest significantly in marketing and research across all its businesses. Note that planned investments do not constitute firm commitments and that they are assessed on a daily basis in light of acquisition costs observed in the market and their estimated future profitability based on internal indicators.

The Company continues to study opportunities for external growth.

36.4 Real estate

Property, plant and equipment

The only property, plant and equipment owned by the Group are various fittings, facilities, office equipment and hardware.

The Company and its subsidiaries rent all their premises. The only significant expenses incurred are rent and service charges. Rental commitments are presented in the note on leases (see Note 21).

Environmental issues

Claranova's business operations are by their nature not subject to environmental constraints. Environmental constraints therefore do not affect the use of the Company's property, plant and equipment, which are not significant enough to warrant environmental concerns.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements
  Statutory Auditors' report on the consolidated financial statements

6 Statutory Auditors' report on the consolidated financial statements

Year ended June 30, 2020

To the Claranova SE General Shareholders' Meeting,

Opinion

In compliance with the engagement entrusted to us by your General Shareholders' Meetings we have audited the accompanying consolidated financial statements of Claranova for the year ended June 30, 2020. These financial statements were approved by the Board of Directors on September 30, 2020 on the basis of the information available at that date in the evolving context of the Covid-19 health crisis and difficulties in understanding its implications and future prospects.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as of June 30, 2020 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion

Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the "Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements" section of our report.

Independence

We conducted our audit engagement in compliance with independence rules applicable to us, for the period from July 1, 2019 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014 or in the French Code of Ethics (Code de déontologie) for statutory auditors.

Emphasis of matter

We draw attention to the following matter described in Note 21 "Leases" to the consolidated financial statements relating to the impacts of first-time application of IFRS 16, "Leases". Our opinion is not modified in respect of this matter.

Justification of our assessments - Key Audit Matters

In accordance with the requirements of Articles L. 823-9 and R. 823-7 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the consolidated financial statements as a whole, approved in the conditions mentioned above, and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the financial statements.

50 -

2019-2020 Consolidated financial statements - Statutory Auditors' report on the consolidated financial statements

Purchase price determination and allocation for the Personal Creations® business

Risk identified

Our response

On August 2, 2019, the Group acquired the assets of Personal Creations®, the personalized gifts business of the US group, FTD Companies, Inc. This acquisition is reflected in the consolidated financial statements by the recognition of assets acquired and liabilities assumed as well as goodwill of €0.5 million as of June 30, 2020.

As indicated in Note 1.2 "Acquisition of FTD Companies Inc.'s personalized gifts business" to the consolidated financial statements, this acquisition totaled €18.1 million, plus certain additional costs relating to the Chapter 11 bankruptcy proceedings filed by FTD Companies, Inc. and was financed by a €3 million revolving credit facility to September 30, 2020 and a US$12 million 4-year loan secured on June 24, 2019.

In addition, as disclosed in Note 17 "Goodwill", the Group measured the fair value of the identified net assets of this business at the acquisition date and valued the Personal Creations® brand at €1.8 million and its technologies at €2.5 million.

We considered the purchase price determination and allocation for the Personal Creations® business to be a key audit matter due to the level of judgment required to identify and value the assets acquired and liabilities assumed and the material nature of these estimates.

Our procedures consisted in:

• analyzing whether the application of IFRS 3 revised is appropriate for the recognition of this grouping;
• conducting specific audit procedures on the opening balance sheet of the business acquired;
• reviewing the valuation and supporting documents for the key assumptions used by management to determine the fair value of the assets identified and the liabilities assumed;
• analyzing, with the assistance of our audit team valuation experts, the report prepared by an independent firm;
• analyzing the measurement methods used and verifying the arithmetical accuracy of the calculations;
• assessing the appropriateness of the disclosures provided in the consolidated financial statements.

Measurement of goodwill for the Adaware, SodaPDF and Upclick businesses

Risk identified

Our response

On July 1, 2018, the Group acquired the Adaware, SodaPDF and Upclick businesses. This acquisition is reflected by the recognition in the consolidated financial statements of goodwill of €63 million as of June 30, 2019 and €61.3 million as of June 30, 2020. The decease during the fiscal year is attributable to translation differences.

Note 3.6.1 "Goodwill" to the consolidated financial statements presents the goodwill measurement method and indicates that goodwill is tested for impairment annually and whenever there is indication that the cash-generating unit has suffered a loss in value.

In addition, as disclosed in Note 3.9 "Asset impairment", the assessment of the recoverable amount of goodwill is based on significant judgment and assumptions concerning notably:

• future cash flows;
• discount rates and long-term growth rates adopted for cash flow projections.

A change in these assumptions could modify the recoverable amount of goodwill. Given its materiality in the consolidated financial statements, we considered the measurement of goodwill for the Adaware, SodaPDF and Upclick businesses to be a key audit matter.

We obtained from management the impairment test performed on the Avanquest division cash generating unit which carries the goodwill for the Adaware, SodaPDF and Upclick businesses. With the assistance of our audit team valuation experts, we familiarized ourselves with the assumptions adopted and focused our procedures on the following matters:

• The key assumptions used to determine cash flows and long-term growth rates underlying these flows: we assessed the consistency of these assumptions with the Group's historical performance and operating budgets approved by management for the coming year, integrating growth forecast for subsequent years ;
• Discount rates: we assessed the relevance of discount rates adopted with respect to market benchmarks;
• Sensitivity analyses performed by management: we examined the sensitivity calculations performed by management to assess whether a change in assumptions could lead to the recognition of a material impairment of goodwill.

2019-2020 Consolidated financial statements - CLARANOVA

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• 2019-2020Consolidated financial statements
  Statutory Auditors' report on the consolidated financial statements

Recoverable nature of deferred tax assets

Risk identified

Our response

As of June 30, 2020, deferred tax assets are capitalized in the Statement of financial position in the net carrying amount of €3.8 million.

These deferred tax assets are recognized on future tax profit projections, based on the 5-year business plan prepared by management, as disclosed in Note 15 "Deferred tax" to the consolidated financial statements.

The correct measurement of these deferred tax assets depends on the ability of Group entities to attain the tax profit forecasts prepared by management.

We considered the recoverable nature of deferred tax assets to be a key audit matter due to (i) the importance of management judgment in determining growth assumptions, and (ii) their sensitivity to the relevant legal entities being able to use these deferred tax assets within a reasonable time period.

We assessed the ability of your Group to benefit from a future reduction in income tax through the use of these deferred tax assets.

Our procedures were based on tax profit forecasts for the relevant Group subsidiaries underlying the recognition and measurement of the deferred tax assets and consisted in:

• analyzing, with the assistance of our audit team tax experts, the appropriateness of the model and assumptions used with regard to applicable local tax rules and local tax reforms;
• reconciling forecast used by management to assess the recoverable nature of deferred tax with forecasts used to assess the value of equity interests.

We also assessed the appropriateness of the disclosures provided in the notes to the consolidated financial statements in this respect.

Specific verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information pertaining to the Group presented in the management report of the Board of Directors approved on September 30, 2020. With regard to the events which occurred and the facts known after the date the financial statements were approved relating to the impact of the Covid-19 crisis, management indicated to us that they will be communicated to the Shareholders' Meeting called to approve the financial statements.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

We attest that the consolidated non-financial statement required by Article L.225-102-1 of the French Commercial Code (code de commerce) is included in the information pertaining to the Group presented in the management report, it being specified that, in accordance with the provisions of Article L.823-10 of the code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained therein. This information should be reported on by an independent third party.

Report on Other Legal and Regulatory Requirements

Appointment of the Statutory Auditors

We were appointed as statutory auditors of Claranova by the Annual General Meeting held on February 12, 1998 for APLITEC and on November 29, 2018 for ERNST & YOUNG Audit.

As of June 30, 2020, APLITEC and ERNST & YOUNG Audit were in the 22sd year and 2nd year of total uninterrupted engagement, respectively.

ERNST & YOUNG Audit previously served as statutory auditor from 2006 to 2012 and ERNST & YOUNG et Autres previously served as statutory auditor from 2013 to 2018.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company'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 it is expected to liquidate the Company or to cease operations.

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and, where applicable, its internal audit, regarding the accounting and financial reporting procedures.

The financial statements were approved by the Board of Directors.

52 -

2019-2020 Consolidated financial statements - Statutory Auditors' report on the consolidated financial statements

Responsibilities of the Statutory Auditors for the audit of the consolidated financial statements

Objectives and audit approach

It is our responsibility to prepare a report on the consolidated financial statements. Our objective is to obtain reasonable assurance that the consolidated financial statements taken as a whole are free of any material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with professional standards 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 financial statements.

As specified in Article L. 823-10-1 of the French Commercial Code, the scope of our statutory audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:

• identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and obtains audit evidence considered to be sufficient and appropriate to provide a basis for his 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;

•

•

•

obtains 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 internal control;

evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management in the consolidated financial statements;

assesses the appropriateness of management'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 Company's ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report. However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein;

•

•

assesses the overall presentation of the consolidated financial statements and assesses whether the consolidated financial statements reflect the underlying transactions and events such that they give a true and fair view;

concerning the financial information of the persons or entities included in the scope of consolidation, collects items that it considers sufficient and appropriate to express an opinion on the consolidated financial statements. It is responsible for the management, supervision and execution of the audit of the consolidated financial statements as well as the opinion expressed on those financial statements.

Report to the Audit Committee

We submit a report to the Audit Committee which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report, if any, significant deficiencies in internal control regarding the accounting and financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France such as they are set in particular by Articles L. 822-10 to L. 822-14 of the French Commercial Code and in the French Code of Ethics for statutory auditors. Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

	Paris and Paris-La-Défense, September 30, 2020
	The Statutory Auditors
APLITEC	ERNST & YOUNG Audit
Stéphane LAMBERT	Jean Christophe PERNET

2019-2020 Consolidated financial statements - CLARANOVA

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Immeuble Vision Défense - 89-91, boulevard National F-92257 La Garenne-Colombes Cedex - France

[phone] [e-mail] www.claranova.com

European company with Board of Directors and a share capital of €39 442 878

Nanterre Trade and Companies register B 329 764 625 Activity Code 7010Z - Intracommunity VAT

No. FR 05 329 764 625