Universal registration document as of June 30, 2021

UNIVERSAL REGISTRATION DOCUMENT

AS OF JUNE 30, 2021

including the Annual Financial Report

2020-2021

CONTENTS

Chairman's message	2
Key figures	3
Profile	4
Strategy	6
The business portfolio	8

1	BUSINESS OVERVIEW	11
	AND FY 2021-2022 OUTLOOK
	1.1	Presentation of Claranova	12
	1.2	Annual business highlights	20
	1.3	Consolidated operating and financial
		review at June 30, 2021	21
	1.4	Consolidated statement of cash flows	27
	1.5	Financing structure and financial
		security	28
	1.6	Trends and FY 2021-2022 outlook	29

2	CONSOLIDATED FINANCIAL	31
	STATEMENTS
	2.1	Statement of comprehensive income	32
	2.2	Statement of financial position	33
	2.3	Consolidated statement of cash flows	34
	2.4	Statement of changes in consolidated
		equity	35
	2.5	Notes to the consolidated financial
		statements	36
	2.6	Statutory Auditors' report on the
		consolidated financial statements	81

3	CORPORATE GOVERNANCE	85
	3.1	Governance bodies	87
	3.2	Internal control measures	98
	3.3	Compensation policy for corporate
		officers for FY 2021-2022 and the report
		on compensation of corporate officers
		with respect to FY 2020-2021	100
	3.4	Additional corporate governance
		information	115
	3.5	Related-party transactions	121

4	RISK FACTORS	125
	4.1	Business-related risks	126
	4.2	Financial and market risks	129
	4.3	Insurance	129

5	INFORMATION ON THE
	COMPANY AND ITS SHARE
	CAPITAL	131
	5.1	Information on the Company	132
	5.2	Articles of Association	132
	5.3	Share capital	134
	5.4	Major shareholders	137
	5.5	Dividend policy	139

5.6 Items likely to have an impact

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

6 GROUP CORPORATE SOCIAL AND ENVIRONMENTAL

RESPONSIBILITY141

6.1	Our responsibility	142
6.2	Being a responsible employer	145
6.3	Having a positive social impact	151
6.4	Limit our environmental footprint	153
6.5	Methodology	155
6.6	Report of the independent third-party
	on the consolidated non-financial
	performance statement	156

7	ADDITIONAL INFORMATION	159
	7.1	Persons responsible for the original
		French language version of the
		Universal Registration Document	160
	7.2	Persons responsible for auditing
		the financial statements	161
	7.3	Statutory Auditor fees	161
	7.4	Auditors who resigned or were
		dismissed during the period covered
		by the historical financial information	162
	7.5	Material contracts	162
	7.6	Documents available to the public	162

8	ANNUAL FINANCIAL	165
	STATEMENTS
	8.1	Income statement for the year ended
		June 30, 2021	166
	8.2	Balance sheet assets as of June 30, 2021	167
	8.3	Balance sheet equity and liabilities
		as of June 30, 2021	168
	8.4	Notes to the annual financial
		statements	169
	8.5	Statutory Auditors' report on the annual
		financial statements	188
	8.6	Five-year financial summary	192

CONCORDANCE TABLES	193
Table of concordance with FY 2020-2021
Universal Registration Document (URD)	194
Table of concordance with the management
report	198
Table of concordance with the report
on corporate governance	200
Table of concordance with the annual
financial report	202
GLOSSARY	203

UNIVERSAL

REGISTRATION

DOCUMENT

AS OF JUNE 20, 2021

including the Annual Financial Report

FY 2020-2021

The original French version of this Universal Registration Document was filed on October 20, 2021 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.

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 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 (D. 20-0890);
• the Claranova Consolidated Financial Statements for fiscal year 2018-2019, 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, 2019 (D. 19-0905).

Copies of this Document are available free of charge from Claranova (89-91, boulevard National, 92257 La Garenne-Colombes 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 strategy are not historical data and should not be considered to give any assurance that the stated events and data will occur, the assumptions confirmed, or the objectives attained. 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 also 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, 2021 filed with the AMF on October 20, 2021. 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.

2020-2021 UNIVERSAL REGISTRATION DOCUMENT - CLARANOVA

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CHAIRMAN'S MESSAGE

Claranova

once again demonstrated the resilience and solidity of its business portfolio

In a world where economic, social and health balances have been disrupted, Claranova once again demonstrated the resilience and solidity of its business portfolio by maintaining strong growth momentum and close to half a billion euros in sales

this year.

The COVID-19 pandemic has confirmed the paradigm shift we have been observing for over 20 years now. This crisis has fundamentally accelerated the digital transformation of our daily life and consumer practices, and has thus fully benefited the technology sector to which we belong.

Growth in our revenues combined with our effective management of investments and costs, enabled us to nearly double our operating profit. All our divisions contributed to the significant improvement in these results reflecting the efforts of all our teams during this unprecedented period.

We continued to invest in R&D by launching new products such as FreePrints Gifts, InPixio Photo Studio 11 and new IoT solutions. We also continued the integration of Personal Creations and CafePress and completed two new acquisitions, PDFescape and

I See Me! These latest additions to our business portfolio illustrate our ability to acquire, integrate and rapidly generate value from technological assets.

Finally, for the first time in Claranova's history, this summer welcomed two new top-tier investors as shareholders of our Group. This strategic investment has allowed to form a group of cornerstone shareholders to stabilize to stabilize our shareholder base. This new investment also provides us with resources to finalize the buyout of Avanquest's minority interests in order to simplify our capital structure and increase the earnings potential for our historical shareholders.

Confident in the strength of our fundamentals, our strategy and our development potential, we remain confident in our outlook and renew our target for €700 million in annual revenue by 2023 and an EBITDA margin above 10% through a mix between organic growth and acquisitions.

PIERRE CESARINI

Chairman-CEO

02 -

KEY FIGURES

€472m		15%		€34m
Revenue		Annual growth(1)		EBITDA(2)

ANNUAL REVENUE	GROWTH	EBITDA(2)
(In € million)		(In € million)
472	Overall	Organic	34
figure	growth(3)
409	62%	56%
262	33%	16	17

20% 15% 14%

2018/19

2019/20

2020/21

2018/19

2019/20

2020/21

2018/19

2019/20

2020/21

ADJUSTED NET INCOME(4)	CASH FLOWS
(In € million)	FROM OPERATIONS
	(In € million)
19	29

	19
8	7
	7

NET DEBT (In € million)

6/30/2019

6/30/2020

6/30/2021

-14

2018/19

2019/20

2020/21

2018/19

2019/20

2020/21

-24-25

1. 21% 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 is equal to Recurring Operating Income before depreciation, amortization and share-based payments including related social security expenses and the IFRS 16 impact on the recognition of leases.
3. Organic growth is like-for-like growth defined as the increase in revenue at constant consolidation scope and exchange rates.
4. Adjusted net income is equal to Net income before the impact of share-based payments, including the related social security contributions, other operating income and expenses and fair value remeasurement of financial instruments and excluding the IFRS 16 impact on the recognition of leases.

2020-2021 UNIVERSAL REGISTRATION DOCUMENT - CLARANOVA

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