Teract : H1 2023-2024 Results

Paris, 26 March 2024

H1 2023-2024 results

First half of 2023-2024 marked by strong growth in Food Retail and improved profitability in Garden Centre/Pet Retail thanks to the measures put in place.

• - Revenue up +11.2% to €397.3 million and adjusted EBITDA of €7.3 million vs. a loss of (€0.8 million) on a reported basis compared to H1 2022-2023:

  • • strong Food Retail development at 18.3% of sales: full consolidation of Boulangerie Louise and Grand Marché La Marnière and good performance by the bakery/snacks and organic lines,

  • • adjusted EBITDA of Garden Centre/Pet Retail growing +€4.8 million: improved margin no-tably related to the deployment of own brands and the success of cost improvement plans.

• - Group net income of (€40.8 million) vs. (€132.5 million) in H1 2022-2023, which included the one-off effect of the listing expense.

• - Free cash flow at (€62.1 million) vs. (€25.8 million) in H1 2022-2023:

  • • strong improvement in cash flow driven by EBITDA,

  • • change in WCR impacted by the acceleration of own brand volumes, with part of the year's ma- jor import purchases having been anticipated from H1 at favourable pricing conditions,

  • • operating investments maintained and rigorously selected ;

• - Net financial debt of €534.2 million at 31 December 2023 vs. €447.4 million at 30 June 2023 due to the structural seasonality peak over the March to June months.

• - TERACT becomes a mission-led company (société à mission) in the first half of 2023-2024.

• - Appointment of Ludovic Holinier, Deputy Chief Executive Officer since 1 March 2024, replacing Guillaume Darrasse.

TERACT (Euronext Paris: TRACT, ISIN: FR001400BMH7) publishes its half-yearly results for the period ended

31 December 2023 as approved by the Board of Directors at its meeting of 25 March 2024. The auditors conducted a limited review of the condensed consolidated half-yearly financial statements.

Moez-Alexandre Zouari, Chief Executive Officer of TERACT, stated: " In a context still not very buoyant in H1

2023-2024, TERACT has met its commitments to grow sales and its EBITDA thanks to the performance of Food Retail as well as Garden Centre /Pet Retail, which benefits from development of its own brands and costs improvement. TERACT continues to pursue its objectives of new stores opening, dynamic franchise, exclusive brands and digital model development. "

Foreword to H1 results: seasonality effects

TERACT's business volume varies considerably over the course of the year, which can make it difficult to compare the consolidated financial statements for the first and second half-year periods. Seasonality effects have a particularly strong impact on revenue, EBITDA, current operating income and cash flow generation. In terms of Group revenue, the second half (1 January to 30 June) is typically stronger than the first half (1 July to 31 December), notably due to increased activity over the "peak season" (March to June) in the Garden Centre segment. In contrast, most operating expenses (personnel costs, amortisation expenses, etc.) being spread out linearly over the year, the Group's current operating income is historically weaker in the first half than in the second one.

Key figures in H1 2023-2024

Breakdown of revenue by segment

(in million euros)

Revenue

Garden Centre/Pet Retail Food Retail

357.4 336.02 21.3

397.3 323.6 73.7

+11.2% -2.3%

-3.7% -2.8%

X3.5 +3.8%

Financial indicators

(in million euros)

Revenue Adjusted EBITDA3

H1 2022-2023 357.4 (0.8)

As a % of revenue

-

Current operating income Group net income

Free cash-flow 4

(25.7) (40.8) (62.1)

(30.3) (132.5) (25.8)5

1 Constant scope restating all changes in the scope of consolidation.

2Includes additional revenue in relation to the data published 16 February 2023 on H1 2022-2023 due to the deployment of exclusive brands. Adjusted in rela- tion to the data published on 15 February 2024 to account for an impact of €1.5 million.

3Defined as current operating income plus the elimination of expenses (or income) related to depreciation/ amortisation or impairment (or reversals of depreciation/amortisation or impairment) of fixed assets.

4Based on net cash flow from operating activities, plus disposals and deductions of property, plant and equipment and intangible assets and after the de-duction of acquisition of in property, plant and equipment and intangible assets.

5 Restated for the outflow of non-recurring expenses related to the combination transaction in the amount of €7.8 million in H1 2022-2023.

Analysis of H1 2023-2024 results

Revenue in the first half of 2023-2024 amounted to €397.3 million, up +11.2% on a reported basis and down -2.3% like-for-like compared to the first half of 2022-2023.

Consolidated revenue for the Garden Centre/Pet Retail business, which includes the Jardiland, Gamm vert (and Frais d'ICI corners), Delbard, Jardineries du Terroir, and Noa banners, amounted to €323.6 mil-lion in H1 2023-2024, down -3.7% on a reported basis compared to H1 2022-2023. This is notably due to the fact that 22 integrated stores became franchisees, in line with the store network good management strat-egy. Excluding this scope effect, like-for-like sales broadly outperformed market trends6, which were im-pacted by the inflationary context, lower purchasing power, and adverse weather conditions.

To better address its customers' concerns regarding their purchasing power, TERACT continues to develop its exclusive and innovative ECLOZ, INVIVO Nous on sème, PURE FAMILY, and SENS DU TERROIR brands that combine high quality with affordable prices. The penetration rate of own brands represented 22.1% of the revenue of integrated stores at 31 December 2023 (an increase of +4 points from 31 December 2022).

Benefiting from TERACT's position as France's garden centre leader, the e-commerce business continued to grow at an accelerated pace with the rollout of the digital plan and the launch of the new gammvert.fr website over the period. It followed the launch, in early H2 2022-2023, of jardiland.com, which is already posting growth in H1 2023-2024. Following the agreement signed in September 2023, the marketplace will be launched in partnership with Mirakl by 30 June 2024.

The consolidated revenue of the Food Retail sector, which includes the Bio&Co, Boulangerie Louise, and Grand Marché La Marnière banners, amounted to €73.7 million in H1 2023-2024 compared to €21.3 million in H1 2022-2023, benefiting from the full integration of the Boulangerie Louise and Grand Marché La Marnière banners acquired in late 2022 and consolidated over one month in the preceding half-year. Ex-cluding this scope effect, the 3.5-fold increase in Food Retail revenue is attributable to strong performance by the bakery/snacks and organic lines.

Boulangerie Louise posted strong revenue growth thanks to a positive net scope effect from its integration as well as strong like-for-like performance by the banner after major efforts to optimise the offer over the preceding year. Store openings began with the Châteauroux and Champs-Elysées locations. The iconic Champs-Elysées location, where it replaces the Pomme de Pain banner, offers snacks and high-quality bread baked on the spot. The words "Farmer-Miller-Baker" on the storefront signage reflect the brand's commitments to the integration of the wheat sector, with local sourcing (mill within 50 km) and deep involvement in the farming community. Meanwhile, four integrated stores were closed over the period as part of continuous network optimisation efforts.

6 The garden market was down -5.6% in July to November 2023 compared to the same period in 2022, according to inter-professional association Promojar- din/Prom'animal.

Retail store sales were boosted by the recovery of the organic market, which began in mid-2023. Grand Marché La Marnière posted resilient sales while Bio&Co's sales were up thanks to efforts on the offer in line with emerging consumer demand for more locally sourced and closer to farmers organic products.

Adjusted EBITDA was €7.3 million in H1 2023-2024, an increase of +€8.1 million from H1 2022-2023. On top of the effect on the Food Retail segment of the full integration of the Boulangerie Louise and Grand Marché La Marnière banners (consolidated over 6 months in the half-year period vs. 1 month in H1 2022-2023), the Garden Centre/Pet Retail segment posted strong growth (+€4.8 million) thanks to efforts to improve mar- gins with, in particular, the deployment of own brands and costs control (in the context of the savings plans).

Current operating income amounted to a loss of (€25.7 million) at 31 December 2023 compared to a loss of (€30.3 million) at 31 December 2022.

The Group posted an operating loss of (€26.0 million) in H1 2023-2024 compared to a loss of (€119.7 mil- lion) in H1 2022-2023; this loss mainly included the impact of the listing expense related to the combination of InVivo Retail with the 2MX SPAC, which represents a non-cash charge of (€91.4 million).

TERACT posted a Group net loss of (€40.8 million) at 31 December 2023 vs. (€132.5 million) at 31 December 2022, or (€41.1 million) when adjusted for the exceptional impact of the listing expense. Group net income for H1 2023-2024 was impacted by an increase in financial expenses (+€5.6 million) linked to higher in-terest rates and an increase in debt following the recent acquisitions. This rise was offset by improved EBITDA.

Financial structure on 31 December 2023

Free cash-flow

(in million euros)	31/12/2023	31/12/2022
Net cash flow from activities	(45.9)	(12.4)7
Acquisition of property, plant and equipment and intangible assets	(16.8)	(15.2)
Disposals and deductions of property, plant and equipment and intangible
assets	0.6	1.8
Free cash-flow	(62.1)	(25.8)
The Group's free cash flow at 31 December 2023 was (€62.1 million).

Net cash flow from operating activities was (€45.9 million) at 31 December 2023 compared to (€12.4 mil- lion) at 31 December 2022. It consisted of:

- Cash flow of €9.3 million at 31 December 2023 vs. €0.6 million at 31 December 2022, i.e. an increase of €8.7 million in line with improved EBITDA;

-

Change in WCR of (€54.5 million) notably impacted by the acceleration of own brand volumes, with part of the year's major import purchases having been anticipated from H1 at favourable pricing con-ditions.

Operating investments, amounting to (€16.8 million), were also maintained while being rigorously se-lected.

Net debt

(in million euros)	31/12/2023	30/06/2023
Medium- and long-term debt	551.2	468.8
Of which debt in relation to InVivo Group, the parent company of TERACT	332	222.8
Of which rental liabilities (IFRS 16)	213.2	225.0
Net cash	17	21.4
Net debt	534.2	447.4

The Group posted net debt of €534.2 million at 31 December 2023 (of which €332 million with its parent company InVivo Group and €213.2 million in rental liabilities). The change in net financial debt from 30 June to 31 December is attributable to seasonality, as net debt at 30 June is structurally weaker given the significant business volume recorded at the end of the agricultural year.

7 Restated for the outflow of non-recurring expenses related to the combination transaction in the amount of €7.8 million in H1 2022-2023.

Outlook for 2023-2024

Amid persistent macroeconomic pressure in the second half of 2023 (first half of TERACT's 2023-2024 fi-nancial year) and uncertainty as to how the situation will evolve in the first half of 2024 (second half of TERACT's 2023-2024 financial year), the Group is maintaining and reinforcing its prudent approach to limit the effects of inflation and reduced purchasing power while improving the seasonal aspect of its business model in order to generate growth.

New store openings, particularly in the bakery/snacks line, will help bolster revenue in a sector that con-tinues to offer high margins and a strong growth outlook and in which the potential for greater regional coverage is strong. Around 10 new stores are planned by June 2024, of which 3 have already opened since 1 July8. TERACT will also continue to roll out its own Garden Centre brands, for which it targets an increase in the penetration rate of 2 to 3 percentage points to 24% of the revenue of integrated stores in 2023-2024. For the 2024 calendar year, the Group plans to launch over 1,400 new exclusive brands. The company will also continue to ensure effective management and optimisation of its store network while pursuing the development of its franchise model, with 22 stores becoming franchisees in H1 2023-2024.

This is underpinned by an attractive omnichannel model that is a leader in the sector in France, as part of an overhaul of the e-commerce websites and a focus on stores at the core of the digital strategy through the repayment of revenue to physical stores. This strategy was implemented in 2023 with the launch, in early H2 2022-2023, of jardiland.com, which is already posting growth in H1 2023-2024, followed by the launch of gammvert.fr in H1 2023-2024. As mentioned above, the launch of the marketplace following the signing of the agreement with Mirakl in late 2023 is planned by 30 June 2024.

The strict cost management policy, particularly with regard to energy, is being maintained and reinforced through sustained efforts by the stores and headquarters. Thanks to these efforts, the Garden Centre/Pet Retail banners were able to reduce their electricity consumption between 39% and 45% compared to H1 2021-2022 levels. Finally, the operational integration of the companies acquired over the past year was finalized in H1 2023-2024.

Taking into account these elements, and barring any further deterioration in the environment, TERACT still estimates that it will generate annual consolidated revenue of €900-950 million in 2023-2024.

The launch of a new savings plan in late H1 2023-2024 aims to reduce costs by €15 million by 30 June 2025 in anticipation of continuing macroeconomic challenges and to absorb part of the residual inflation. Combined with reinforced inventory control, they should continue to have a positive impact on free cash flow generation while maintaining a CapEx level enabling the company's good development.

In line with the projects undertaken over the past year, TERACT remains open to alliances that make good business sense and which would generate virtuous growth and improve margins. The upstream/down-stream integration within InVivo Group's agricultural sectors will also be pursued in an effort to link pro-ducers to informed consumers more directly and with a more favourable impact.

8 On 7 March, Boulangerie Louise opened a new point of sale in Lens.

Appendix

1. H1 2023-2024 highlights

TERACT and its employees receive numerous awards in recognition of their actions

• - Guillaume Darrasse, Deputy Chief Executive Officer of TERACT, received the 2023 Raison d'Etre award from RH&M Group.

• - The Digi'Campus project was recognised at the 2023 Digital HR Awards in the Business Partner cate-gory.

• - At the 2023 BAT'E-NNOV Awards, the ECLOZ seed mat received the Gold Medal in the Landscaping & Garden Maintenance category. The Bronze Medal went to the ECLOZ L'Autonome pot.

• - Digi'Campus received the Learning Programme of the Year prize at YOOBIC's 2023 Frontline Excellence Awards.

• - Séverine Delebarre, Head of Human Resources at TERACT, was named 2023 Entrepreneurial HR Man-ager of the year by MGRH°.

• - At the Trophées Ecommerce awards, TERACT received the people's choice award (Prix du Public) in the Customer Experience category.

The mobilisation of the banners was also recognised

• - Jardiland was named best store chain of the year (Meilleure Chaîne de Magasins de l'Année) in the garden centre category for the eighth consecutive year as well as best online store (Meilleur E-com-merçant) in 2024 (2024 Qualimétrie study). The banner was also voted plant and pet brand of the year at the 2023 Graines d'Or awards (Groupe J) and received a bronze medal from Harris Interactive for Jardiland.com. Finally, it received a Grand Prix des Favor'i e-commerce award, organized by Fe-vad.

• - For the fourth year in a row, Gamm vert was named France's favourite gardening store in 2023 (EY Parthenon consultants).

• - In the HCG/Les Echos 2023 customer relationship ranking, Gamm vert entered the top 10 at 9th place while Jardiland was 11th.

• - Boulangerie Louise Champs-Elysées won its first Brique d'Or award from Club Enseigne & Innovation in the implementation category.

Boulangerie Louise opens on the Champs-Elysées

The period saw the opening and inauguration, in September 2023, of a Boulangerie Louise at the iconic Champs-Elysées location, showcasing the "Farmer-Miller-Baker" concept.

Thanks to its connections with InVivo Group, TERACT's reference shareholder, it has control over the entire value chain from wheat cultivation to flour milling and the creation of artisanal breads, baked goods and pastries.

Launch of CFA by TERACT

On 9 October 2023, TERACT inaugurated CFA by TERACT, a vocational training centre for garden centre/pet retail and bakery professions. Since September 2023, more than 50 apprentices have taken up a position at a Jardiland, Gamm vert or Boulangerie Louise store in France to train as a sales adviser, manager of a sales unit or baker. TERACT intends to expand the CFA by TERACT offer and will also propose it to the com-pany's brand franchises with the goal of recruiting 200 apprentices in September 2024 and 300 in Sep-tember 2025.

TERACT becomes a "société à mission"

In accordance with its commitments, TERACT became a mission-led company (société à mission) on 15 December 2023. The change in status enshrines its commitment to "Ensuring everyone has access to the benefits of nature".

The main objectives and commitments resulting from this approach are the following9:

• - Between now and 2025:

  • • 50% of managers to be hired through internal promotion (14.7% in 2022-2023),

  • • 50% less workplace accidents compared with 2020,

  • • 90% of exclusive own-brand plant-based products of French origin (excluding greenhouse) (83% in 2022-2023) and 50% of plant products from sector commitments (43% in 2022-2023),

  • • 80% of exclusive own-brands with a positive impact (54.4% in 2022-2023)

• - by 2030:

  • • 10% less water consumption compared with 2022-2023,

  • • 100% of stores accredited an animal welfare label (35% in 2022-2023),

  • • 70% of waste sorted and recycled (59% in 2022-2023),

  • • -46% reduction in greenhouse gas emissions versus 2019-2020 (scopes 1 and 2) (47.6% reduction in 2022-2023; the target has already been achieved for the Garden Centre/Pet Retail scope thanks to the effectiveness of TERACT's multi-annual energy savings and efficiency plan).

9 The scope of indicators for 2022-2023 does not include the entities integrated since 1 December 2022, i.e. Boulangerie Louise and Grand Marché La Marnière. It will be expanded for the 2023-2024 financial year.

2. Store network

Garden Centre/Pet Retail Jardiland

Integrated stores Franchises/Affiliates Gamm vert

(including Frais d'Ici range)

Integrated stores Franchises/Affiliates Delbard/Jardineries du Terroir Franchises/Affiliates Noa

Integrated stores Food Retail Boulangerie Louise Integrated stores Franchises/Affiliates Grand Marché la Marnière Integrated stores

Bio&Co Integrated stores Group

31/12/2022 30/06/2023

1, 581 176 107 69

1,576 172 105 67

Open- Acquisi- Closures/ Transfers ings tions Disposals

5

-6

1 -1

1 -1

1,575 172 106 66

1, 158

1,153 98 1,055

3

-1

2

1, 060

98

3

-1

-22

22

-22

24

1,155 76 1,079

244

248 248 3 3 138 128 119 9 3 3 7 7 1,714

2 2

-5 -5

-3 -3

3 139 129 120 9 3 3 7 7 1, 720

244

3

2 2

2

7

- 10

-4 -4 -4

-2 -2 -4

2

-3

245 245 3 3 136 126 115 11 3 3 7 7 1, 711