Claranova : Universal Registration Document 2021-2022

UNIVERSAL REGISTRATION DOCUMENT

2021-2022

CONTENTS

CHAIRMAN'S MESSAGE	2
KEY FIGURES	3
PROFILE	4
STRATEGY	6
THE BUSINESS PORTFOLIO	8
1	BUSINESS OVERVIEW				6	GROUP CORPORATE SOCIAL
AND FY 2022-2023 OUTLOOK	11	AND ENVIRONMENTAL
				RESPONSIBILITY	141
1.1	Presentation of Claranova	12
6.1	Our responsibility	142
1.2	Annual business highlights	20
1.3	Consolidated operating and financial			6.2	Being a responsible employer	145
	review at June 30, 2022	21	6.3	Having a positive social impact	150
1.4	Consolidated statement of cash flows	26	6.4	Limiting our environmental footprint	152
1.5	Financing structure and financial			6.5	EU Taxonomy Indicators	154
1.6	security	27	6.6	Methodology	156
Trends and FY 2022-2023 outlook	28	6.7	Report of the independent third-party
2	CONSOLIDATED					on the consolidated non-financial
31			performance statement	157
FINANCIAL STATEMENTS	7	ADDITIONAL
2.1
Statement of comprehensive income	32	INFORMATION	161
2.2	Statement of financial position	33
7.1	Persons responsible for the original
2.3	Consolidated statement of cash flows	34
2.4	Statement of changes in equity	35			French language version of the
2.5	Notes to the consolidated financial			7.2	Universal Registration Document	162
	statements	36	Persons responsible for auditing
2.6	Statutory Auditors' report on the			7.3	the financial statements	163
	consolidated financial statements	82	Statutory Auditor fees	163
3	CORPORATE			7.4	Auditors who resigned or were
				dismissed during the period covered
GOVERNANCE	87	7.5	by the historical financial information	164
Material contracts	164
3.1	Governance bodies	89
7.6	Documents available to the public	164
3.2	Internal control measures	100	8	ANNUAL FINANCIAL
3.3	Compensation policy for corporate
	officers for FY 2022-2023 and the			STATEMENTS	167
	report on compensation of corporate
			8.1	Income statement for the year
	officers with respect to FY 2021-2022	102
3.4	Additional corporate governance			8.2	ended June 30, 2022	168
	information	116	Balance sheet assets as of June 30, 2022	169
3.5	Related-party transactions	122	8.3	Balance sheet equity and liabilities	170
4	RISK			8.4	as of June 30, 2022
		Notes to the annual financial
FACTORS	125	8.5	statements	171
				Statutory Auditors' report on
4.1	Business-related risks	126
		the annual financial statements	191
4.2	Governance risks	128	8.6	Five-year financial summary	195
4.3	Financial risks	129		CONCORDANCE TABLES	197
5	INFORMATION
				Table of concordance with
ON THE COMPANY
				FY 2021-2022 Universal
AND ITS SHARE CAPITAL	131			198
						Registration Document (URD)
5.1	Information on the Company	132			Table of concordance of	201
5.2	Articles of Association	132			the management report
5.3	Share capital	134		GLOSSARY	205
5.4	Major shareholders	137
5.5	Dividend policy	138

5.6 Items likely to have an impact

in the event of a public offer	138
5.7 Market for the security	139

UNIVERSAL

REGISTRATION

DOCUMENT

AS OF JUNE 30, 2022

including the Annual Financial Report

2021-2022

The original French version of this Universal Registration Document was filed on

October 31, 2022 with the AMF (Autorité des Marché Financiers), the French financial market regulator, as the competent authority under regulation (UE) 2017/1129, without prior approval pursuant to Article 9 of said regulation.

The original French version of this document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if it is supplemented by a securities note and, if applicable, a summary together with any amendments to the Universal Registration Document. It has thus been approved in its entirety by the AMF in accordance with Regulation (EU) 2017/1129.

The original French version of the Universal Registration Document including the Annual Financial Report is a reproduction of the official version prepared in ESEF format and available at www.claranova.com.

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

• the Claranova Consolidated Financial Statements for fiscal year 2020-2021, prepared in accordance with IFRS, and the Group Auditors' report thereon, presented in Sections 2.1 to 2.6 of the Universal Registration Document filed with the AMF on October 20, 2021 under the number D. 21-0869;
• the Claranova Consolidated Financial Statements for fiscal year 2019-2020, prepared in accordance with IFRS, and the Group Auditors' report thereon, presented in Sections 2.1 to 2.6 of the Universal Registration Document filed with the AMF on October 21, 2020 (No. 20-0890);

Copies of this Document are available free of charge from Claranova (Immeuble Adamas, 2 rue Berthelot, CS 80141, 92414 Courbevoie Cedex, France) and on its website (http://www.claranova.com), as well as on the AMF's website (http://www.amf-france.org).

In this Document, the term "Group" refers to Claranova and its subsidiaries, while the terms "Claranova" and the "Company" refer to Claranova as an entity.

This Document contains information about the Company's objectives and development strategy. Such information may be identified by the use of the future and conditional tenses and by forward-looking terms such as "consider", "envisage", "think", "target", "expect", "intend", "should", "aim", "estimate", "believe", "wish" and "may" or, in certain cases, the negative form of these terms, or similar expressions.

The reader's attention is drawn to the fact that these objectives and development strategy depend on circumstances and events which may or may not occur.

These objectives and development priorities are not historical data and should not be interpreted as a guarantee that the facts or data will occur, that the assumptions will be proven correct or that the objectives will be achieved By their nature, these objectives may not be achieved and the statements and information presented in this Document may prove incorrect, without the Company being required in any way to provide an update, subject to applicable regulations and, particularly, the AMF General Regulations.

This document contains information about the Company's business and the market and industry in which it operates. This information notably stems from studies conducted by internal and external sources (analysts' reports, specialized studies, sector publications, and any other information published by market research firms, companies and government agencies). The Company considers that this information presents a true and fair view of the market and industry in which it operates and accurately reflects its competitive position. However, while this information is considered reliable, it has not been independently verified by the Company.

This document is a free translation of the original "document d'enregistrement universel" or universal registration document issued in French for the fiscal year ended June 30, 2022 filed with the AMF on October 31, 2022. As such, the English version has not been registered by this Authority. The English version of this document has not been audited by our Statutory Auditors and the English translations of their reports included herein are provided for information only. In the event of any ambiguity or conflict between corresponding statements or other items contained in these documents and the original French version, the relevant statement or item of the French version shall prevail and only the original version of the document in French is legally binding. As such, this translation may not be relied upon to sustain any legal claim, nor be used as the basis of any legal opinion and Claranova expressly disclaims all liability for any inaccuracy herein.

UNIVERSAL REGISTRATION DOCUMENT 2021-2022 - CLARANOVA

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CHAIRMAN'S MESSAGE

During FY 2021-2022, which included the impacts of Covid, the war in Ukraine and Apple's new marketing-related privacy changes, our Group has stayed the course and maintained revenues at peak levels. Each of our businesses is performing well and is demonstrating its resilience.

After six consecutive years of growth with a nearly five-fold increase in revenue and an EBITDA that has gone from - €15 million to + €33 million, for the first time in FY 2021-2022 Claranova has experienced a modest drop in profitability to €26 million, while maintaining extremely solid fundamentals in a particularly complex economic context.

While we succeeded in keeping the impact of inflation on our production costs under control, higher transportation costs, increased customer acquisition costs, and our decision to continue investing in R&D to prepare PlanetArt for the future all contributed to this drop in profitability. Nonetheless, the market remains very buoyant and our competitive position strong, making it possible for us to continue to gain market share.

And as PlanetArt's teams have continued to develop new customer acquisition channels to offset the impact of Apple's App Tracking changes,

Claranova remained on track with revenue reaching record levels in a particularly complex economic environment.

we have begun to see the first positive effects, which reinforces our confidence in PlanetArt's capacity to return to growth.

The Group has also reaped the benefits of Avanquest's successful transformation to subscription-based software sales offering recurring revenue streams and longer-term visibility. On this basis, the division's revenues exceeded €100 million for the year, while EBITDA rose 20% over the last 12 months. This division contributed nearly 45% of the Group EBITDA, thus confirming the relevance of Claranova's multisector offer.

Similarly, the IoT business has continued to build momentum as new commercial deployments confirm the growing interest in this technology of the future, which remains a growth driver for the Group.

I continue to be firmly convinced in the fundamental strengths and potential of each of our subsidiaries. On that basis, with our confidence in our growth prospects intact, we reconfirm our targets for €700 million in revenue and an EBITDA margin above 10% for FY 2023-2024.

PIERRE CESARINI

Chairman-CEO

2 -

KEY FIGURES

€474m		1%		€26m
Revenue		Annual growth(1)		EBITDA(2)

REVENUE

(In € million)

471(3) 474

409

2019/20 2020/21 2021/22

NET INCOME (LOSS)

(In € million)

13(5)

1

-10

2019/20 2020/21 2021/22

TOTAL AND ORGANIC

GROWTH

	Total	Organic
56%	growth	growth(4)

20% 15% 14%

1%

-7%

2019/202020/21(3)2021/22

CASH FLOWS

FROM OPERATIONS

(In € million)

29

19

16

2019/20 2020/21 2021/22

EBITDA(2)

(In € million)

33(3)

26

17

2019/20 2020/21 2021/22

NET DEBT

(In € million)

71

-14-25

6/30/	6/30/	6/30/
2020	2021	2022

1. -5%at constant exchange rates.
2. EBITDA (Earnings before interest, taxes, depreciation and amortization) is a non-GAAP aggregate used to measure the operating performance of the businesses. It corresponds to Recurring Operating Income before depreciation, amortization and share-based payments including related social security expenses and the IFRS 16.
3. Restatement of the Avanquest Software division's revenue arising from the application of IFRS 15 on the recognition of revenue over time from Soda PDF subscriptions transferred to a cloud-based model in August 2020.
4. Like-for-like(organic) growth equals the increase in revenue at constant consolidation scope and exchange rates.
5. Restatement of the Avanquest Software division's revenue arising from the application of IFRS 15 on the recognition of revenue over time from Soda PDF subscriptions transferred to a cloud-based model in August 2020 and restated for Paycheck Protection Program.

UNIVERSAL REGISTRATION DOCUMENT 2021-2022 - CLARANOVA

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