Solutions 30 : detailed answer to anonymous rep

SOLUTIONS 30 RESPONDS TO ANONYMOUS REPORT CONTAINING FALSE ACCUSATIONS

Solutions 30 responds to an anonymous report circulated on 8 December 2020 (the ''Report'').

Solutions 30 categorically denies all statements in the Report. The evidence brought forward is unsubstantiated, several facts are grossly misinterpreted and many evident shortcuts lead to wrong conclusions.

Nevertheless, the Report makes serious accusations that can create unfounded suspicions around Solutions 30e group (''Group''), its management and the value of Solutions 30's shares. Solutions 30 wants to emphasise the integrity of its management team and assures its shareholders that it is confident about the accuracy of its financial statements.

Solutions 30 regrets that the Report's anonymous author has not contacted the Company to understand the nature of its business and verify the accuracy of the Report's statements and interpretations.

Despite this attempt to weaken and destabilise the Group, its management and its long-term shareholders, Solutions 30 remains concentrated on executing its business strategy and achieving sustainable growth, as expected by all of its stakeholders.

In this response, Solutions 30 (the ''Company'') will address key allegations mentioned in the Report and will provide more details further below.

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Since its creation in 2003, Solutions 30 has grown to become the European market leader through a combination of strong organic and external growth. In 2019, the Group generated €682.2 million in revenue with an EBITDA margin of 13.5%. In 2020, despite an unprecedented situation, the Group managed to maintain double-digit growth and profitability, while preparing for the future and positioning itself in new markets and geographies.

In parallel, the Group strengthened its governance and moved to the regulated compartment of Euronext Paris, hence voluntarily increasing its duty of transparency towards the market and investors.

These measures prove the determination of Solutions 30 to be transparent and to adopt the best market practices.

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INTRODUCTION

Solutions 30 is the preferred partner of large corporations throughout Europe for the deployment of new digital technologies and the assistance of people who use them.

Solutions 30 assists its customers, often large international groups, to outsource low profit, non-core but strategically important service activities: roll-outs, installations, and maintenance of digital equipment and end-user support. Solutions 30 offers a complete range of rapid-responsemulti-technical services that are currently available across six activity sectors: Telecom, Energy, IT, Retail, Security, and Internet of Things. The Group's 11,000 expert technicians, including almost 6,000 full-time employees, work on- site (in individuals' homes or companies) on behalf of Solutions30's clients. This makes them key to creating a positive user experience and to managing the customer relationship.

Since the support functions can be performed from remote, the Group's strategy consists in locating them in offshore locations for cost-effectiveness. The main constraint is that the support functions must understand and interact with clients and technicians and therefore speak the same language.

OVERVIEW OF THE STATEMENTS AND ALLEGATIONS OF THE REPORT

1. The Report alleges that "Solutions 30 needs to explain why it bought companies created, owned and directed by known persons with ties to money laundering including Luxembourg subsidiaries Brand 30 Sarl and WW Brands Sarl which account for 40% of group equity"

To support the above statement, the anonymous author refers to press articles, a book and results of Google searches concerning Mr Angelo Zito.

Solutions 30 highlights the following:

• Mr Angelo Zito is a chartered professional accountant registered with the Order of Charter Professional Accounts of Luxembourg since 18 March 2003, and the Managing Partner of Fiduciaire du Kiem, a certified accounting firm. In Luxembourg persons are allowed to bear the title of chartered professional accountant only if they satisfy certain conditions, namely a good reputation, professional qualification and a clean criminal record.
• Moreover, Mr Angelo Zito is a sworn expert for the Luxembourg Ministry of Justice as can be seen in the list of sworn experts for the Luxembourg Ministry of Justice:https://mj.gouvernement.lu/content/dam/gouv_mj/professions-du-droit/experts-asserment%C3%A9s/experts/Liste-des-experts-comptabilite.pdf
• Upon arrival in Luxembourg mid-2013, Solutions 30 began a working relationship with Fiduciaire du Kiem which lasted until the beginning of 2016. While Mr Zito, as general partner of this firm, was often a signatory of the documents produced, the working relationship was initiated and always maintained directly with a manager of the Fiduciaire du Kiem.
• Given the importance of the accusations against Mr Zito, sources must be thoroughly verified.

In the pdf version of the Press Releasedated 9 December 2020, the conclusion of a research carried out by an external independent expert is available in Italian. It reads:

"As part of the research carried out and the results obtained, it emerged that Mr Zito appears to have been involved in judicial issues, which were subsequently resolved.

It is learned that these events occurred in Palermo in the years 1998/1999/2000, attributable to mafia- type association (under art. 416 bis of the C.P.) and from what is evident it is highly plausible that they could have resulted in charge of the same order of imprisonment, a condition favourably and definitively resolved in 2000 with an early acquittal sentence.

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Several sources surveyed, further consultations and other research carried out do NOT highlight recent significant news; therefore, nothing else significant has emerged on Mr Zito's account." (free translation)

2. The Report alleges that "Solutions 30's fortunes greatly improved after changing its domicile to Luxembourg in 2013" and further "Subsequent to establishing Solutions 30 in Luxembourg in Oct 2013 the group exponentially grew…."

Since its creation in 2003, Solutions 30 has always experienced a double-digit growth rate. The move to Luxembourg was no exception to this even though 2015 was one of the lowest yearly growth rates ever. Solutions 30 revenues growth was 25% in 2014 and 12% in 2015.

Transfer of headquarters to Luxembourg

In 2013, Solutions 30 decided to move its headquarters to Luxembourg, which was approved by its shareholders during the General Meeting held on 15 May 2013 and became effective on 1 September 2013.

To execute the transfer, Solutions 30 has collaborated with a certain number of professionals and in particular with M. Fabien Leger, an employee of the Fiduciaire du Kiem.

The work mostly involved:

• dealing with the local administration and setting up the necessary legal structures.
• managing the accounting and the payroll, that was very limited in the first years of operations in Luxembourg.

Moreover, in relation to the transfer of the registered office of Solutions 30 to Luxembourg in 2013, Fiduciaire du Kiem S.à.r.l offered to Solutions 30 a domiciliation of its registered office.

For the establishment of the new legal entities and for the sake of efficiency, Solutions 30 acquired for a small fee empty shell companies provided by the Fiduciaire du Kiem, which (as explained above) is a normal market practice. Some of these companies, including Telima Inpart Srl and Telima Espana, were then closed (i) as part of the restructuring process following the transfer of Solutions 30 SE to Luxembourg, or (ii) to initiate a reduction in the number of legal entities.

In 2015, one of Solutions 30 managers came across the name of Mr. Zito in some Italian newspaper. This triggered the decision by Solutions 30 to stop working with Fiduciaire du Kiem. Mr. Leger was informed of this decision and its reasons.

Mr. Leger decided also to cease its relationship with Mr. Zito and left the Fiduciaire du Kiem at the end of 2015 with his wife Laura, both employed by the Fiduciaire du Kiem at the time.

Solutions 30 continued to collaborate with Mr. and Mrs. Leger in the following years, first when they joined Rutsaert Legal and then when they founded their company, LF Business Solutions SA.

LF Business Solutions SA assisted in the establishment of Soft Solutions in 2017 and Tech Solutions in 2019, two patent boxes fully owned by Solutions 30 SE, holding software assets and IT intellectual property.

The statement on page 9 of the Report: "However the Angelo Zito connections remain via LF Business Solutions Sa and Mathilux Sarl whose directors Fabien Leger and Laura Leger (husband and wife) are former associates of Angelo Zito." Is therefore a non-sense.

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3. Brand 30 S.à r.l. and WW Brand S.à r.l.

The Report focuses on Brand 30 S.à r.l. and WW Brand S.à r.l. and states that "The pattern of transfers using UK shells and subsequently closing down companies is consistent with money laundering".

As explained above, Solutions 30 acquired for a small fee empty shell companies provided by the Fiduciaire du Kiem to operate the transfer of Solutions 30 headquarters to Luxembourg. Brand 30 S.à r.l. and WW Brand S.à r.l. made no exception to this. Solutions 30 does not know why these companies were initially registered in the UK and who is Paul Kythreotis.

Contrary to what is stated in the report, since Brand 30 S.à r.l. and WW Brand S.à r.l. are 100% owned by Solutions 30 SE, their subsidiaries and themselves are correctly 100% consolidated in the Group's consolidated financial statements.

The anonymous author refers then to amounts of the statutory accounts of WW Brand S.à r.l. and Brand 30 S.à r.l. and claims that since such entities own only 26% of most entities, the receivables between

1. Brand S.à r.l., Brand 30 S.à r.l. and their subentities should not appear in the balance sheet. This statement is wrong: receivables should be booked in the statutory accounts regardless of the shareholding in the respective subsidiaries.

These two subsidiaries have concluded licensing agreements with the operational companies of the Group granting them the right to use the intellectual property they own, which is again fully compliant with market practice especially with respect to IP tool box regimes. Brand 30 S.à r.l. and WW Brand S.à r.l. invoice a fee to the operational companies at arm's length conditions for the utilization of their trademarks. The €38m receivables mentioned by the Report are therefore related to these intercompany invoices; their amount results from several years of invoices. Inter-company payments between Group- owned entities are not made on a regular basis, as such payments have no impact on the consolidated Group cash flows. In the given example, if Brand 30 S.à r.l. and WW Brand S.à r.l. get paid all outstanding receivables by the other Group's subsidiaries, then the receivables balance of Brand 30 S.à r.l. and WW Brand S.à r.l. would decrease. However, at the consolidated Group level, there would be no impact on trade receivables or trade payables or cash - given that payment would be made from another fully consolidated Group entity.

4. The Report alleges that:

"Solutions 30 needs to explain why it entered into a contract with GIAS S.à r.l. in September 2013 before it was incorporated in October 2013"

"Solutions 30 needs to explain when GIAS S.à r.l. actually absorbed the Federol structure owned by Gianbeppi Fortis. Furthermore is Gianbeppi Fortis actually the 100% owner of GIAS S.à r.l"

"Solutions 30 needs to explain undisclosed Hong Kong directorships of Gianbeppi Fortis linked to GIAS S.à r.l. l"

In these above 3 statements of the Report, the author aims to create a suspicion around Gias International S.à r.l. (''Gias''), the personal holding of Mr. Gianbeppi Fortis and the main shareholder of Solutions 30 SE.

Regarding the first allegation mentioned above, the management contract between Gias and Solutions 30 SE was signed on 1 September 2013 while Gias was in the process of incorporation. This is allowed by law not only in Luxembourg but in most European countries (Luxembourg law of 23 November 1972 concerning the "sociétés en formation").

The author uses misleading short-cuts and fails to mention some important steps in the constitution of Gias thus creating a distorted story. The following section details the creation of Gias and specifies the related timeline.

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