A special show will also feature children who ‘achieve incredible things’.
Company Announcement Copenhagen, 25 February No. 02/2021 H2 2020 INTERIM REPORT HIGHLIGHTS The OneISS strategy was launched in December 2020 to sharpen the strategic focus, enhance the operating model and outline the path for ISS’s short-term turnaround. The strategic agenda is developing as planned under the new Executive Group Management (EGM). Additional key external roles have been filled - a newly created Chief Digital & Technology Officer position, a Country Manager in United Kingdom & Ireland and a Country Manager in Germany.The key turnaround initiatives are progressing with dedicated improvement programmes to enhance performance of the specific and well-known underperforming contracts and countries. On 10 February 2021, ISS announced that it had commenced negotiations on the possible termination of the contract with the Danish Defence.The effects of the IT security incident have been resolved with all related costs fully recognised and with the majority paid in 2020. The restructuring efforts related to the effects of Covid-19 are on track and the associated provisions are in place. The underlying operating margin has improved sequentially each quarter since Q2 2020. ISS is poised to capitalise on the expected easing of lockdowns, supporting customers in creating the flexible, clean and safe working environments of the future.The financial results in H2 2020 developed as expected. Organic growth and operating margin were in line with the latest outlook. Free Cash Flow was DKK (1.8) billion for 2020 against the latest financial outlook of “around DKK (2.0) billion”, and the factoring level was reduced by DKK 0.4 billion compared to the factoring level at the end of 2019. Restructuring costs and one-offs were in total DKK 3.5 billion in 2020 compared to the expectation of DKK 3.0 – 3.5 billion.The preliminary 2021 guidance announced on 16 December 2020 is confirmed. Uncertainty continues to be high as Covid-19 impacts activity levels in an unprecedented manner, particularly within Food services. Underpinned by the development of the underperforming countries and contracts, the turnaround targets are confirmed (entering 2023 at an operating margin above 4% and leverage below 3x EBITDA). Jacob Aarup-Andersen Group CEO, ISS A/S, says: “2020 was a year that will not be forgotten. The global pandemic challenged ISS, economies and businesses around the globe. Our financial performance was negatively impacted by global lockdowns and throughout these challenging times, we have focused on the safety and health of our colleagues as they made a real difference for our customers and their employees. Towards the end of 2020, we announced our OneISS strategy to enhance execution. We have kept significant pace, fundamentally improving the operating model while managing a short-term turnaround. The pandemic has made our offerings strategically more important for our customers, and we are using our scale to leverage the increased focus on workplaces that promote health, culture and performance. With our proven leadership in cleaning, we are well positioned for a Covid-19 recovery and emerge as an even stronger business.” For investor enquiries Michael Bjergby, Head of Group Investor Relations, +45 31 37 41 71 Louisa Baruch Larsson, Senior Investor Relations Manager, +45 38 17 63 38 For media enquiries Kenni Leth, Head of Global PR & Media Relations, +45 51 71 43 68 About ISS ISS is a leading workplace experience and facility management company. In partnership with customers, ISS drives the engagement and well-being of people, minimises the impact on the environment, and protects and maintains property. ISS brings all of this to life through a unique combination of data, insight and service excellence at offices, factories, airports, hospitals and other locations across the globe. In 2020, ISS Group’s global revenue amounted to DKK 70 billion. For more information on the ISS Group, visit www.issworld.com. ISS A/S, ISIN DK0060542181, ISIN US4651472056, ISS Global A/S, ISIN XS1330300341, ISIN XS1145526825, ISIN XS1673102734, ISS Finance B.V., ISIN XS2199343513 Attachments AR2020_Annual Report 250221 Company Announcement H22020 20210225 - ISS FY Announcement
Midfielder Bongani Zungu, and defenders Nathan Patterson and Calvin Bassey apologised to fans on the club website on Wednesday. The trio, as well as striker Dapo Mebude and goalkeeper Brian Kinnear, who are both out on loan, were ordered to self-isolate for 10 days after local media reported they had attended a party in Glasgow which was broken up by police. A joint statement https://www.rangers.co.uk/article/supporter-update-1/4KcxScvSgLO4bSMkKEvQLw from manager Steven Gerrard and sporting director Ross Wilson said the club had accepted the players' apologies.
Getlink, which operates the 50-kilometre railway tunnel that connects France with Folkestone in Kent, posted a core profit of 328 million euros ($398 million), down 41%, following a 24% drop in sales. Getlink did not give an earnings outlook for 2021 but proposed a modest dividend of five cents per share, which it plans to increase once the pandemic is over. Getlink has been shaken by COVID-19 travel restrictions that battered international traffic during 2020, and faces more turbulence ahead now that Britain's EU divorce bill has taken effect.
Galaxy Entertainment Group ("GEG", "Company" or the "Group") (HKEx stock code: 27) today reported results for the three month and twelve month periods ended 31 December 2020. (All amounts are expressed in HKD unless otherwise stated)
A revival of children’s cartoon Rugrats is in the works with the original voice cast set to return. A trailer revealed characters Tommy, Chuckie, Angelica, Susie and twins Phil and Lil in an updated CG animation style. Actors EG Daily, Nancy Cartwright, Cheryl Chase, Cree Summer and Kath Soucie will all be returning, network Nickelodeon said.
Chancellor to signal return to fiscal discipline after Covid crisis
The director of Precious tells Adam White about his new Billie Holiday film, cringing at his own movies, and why he thinks there would have been no Black Panther without his hit TV soap
Manchester United are all but through to the Europa League last-16 and just need to finish the job when they host Real Sociedad this evening. Ole Gunnar Solskjaer’s side - beaten in the semi-finals of this competition by holders Sevilla last season - go into the second-leg meeting with an enormous advantage having thrashed the Basque outfit 4-0 last week. Bruno Fernandes starred with a brace in the first-leg thumping that took place in Turin, Italy due to Covid-19-related travel issues, with Marcus Rashford and Daniel James also on the scoresheet.
AstraZeneca will deliver 180 million COVID-19 vaccines to Europe in the second quarter, of which 20 million to Italy, the head of its Italian unit was quoted as saying on Thursday, dismissing reports of a possible shortfall. Lorenzo Wittum, the CEO and chairman of Astrazeneca in Italy, told daily Il Corriere della Sera in an interview Italy would receive more than 5 million shots by the end of March, fewer than the 8 million previously agreed, leading to a total of 25 million doses by June. Reuters reported on Tuesday, citing an EU official directly involved in talks with the Anglo-Swedish drugmaker, that AstraZeneca expected to deliver less than half the COVID-19 vaccines it was contracted to supply the European Union in the second quarter.
With a dry, sardonic wit and a longstanding ability to make the truth funny, the comedy writer turned movie star is the ideal choice to host a socially distanced awards show
Inspectors found people facing long delays before being admitted, including one patient waiting with ambulance staff for nearly eight hours.
10 songs that bring back memories of my travels: Emma John's playlistThe Highlands, Texas, India and the Chilterns are among places that have inspired our writer – herself a bluegrass fiddler – through music Emma John (left, kneeling) in Texas on a US road trip. Photograph: PR
EU leaders meet Thursday under pressure to speed up Europe's coronavirus vaccine rollout, and divided over border closures and what introducing vaccine travel certificates could mean. The video summit for the leaders of the 27-nation bloc comes a year into the Covid-19 crisis, as most of the EU is experiencing a second wave of cases -- or a third wave for some -- that stubbornly won't diminish.And the member states now face outbreaks of more contagious variants from Britain and South Africa.Brussels has warned six governments, including Germany's, about unilateral border restrictions, while tourist-dependent countries are piling on the pressure to lift travel barriers in time for summer vacations.After a sluggish start to the EU vaccination rollout -- largely because the EU's plan was dependent on the vaccine from drugs giant AstraZeneca, which under-delivered -- European capitals hope supplies will surge from April as Pfizer/BioNTech and Moderna ramp up production. A one-shot vaccine by Johnson & Johnson could also be approved by mid-March.European Commission chief Ursula von der Leyen told the German regional daily Augsburger Allgemeine that, despite the friction with AstraZeneca, "vaccine manufacturers are our partners in this pandemic".Her goal is to have 70 percent of adults in the European Union vaccinated by mid-September.Greece going it aloneJust four percent of the bloc's 450 million people have received at least one jab, according to an AFP tally of official figures -- and only two percent have been fully vaccinated with two jabs. But thoughts are already turning to vaccine certificates.<< As more governments mull vaccine passports, critics raise discrimination fearsSeveral EU officials and diplomats warned on Wednesday that, while they back a verifiable vaccination record, it is too early to look at using "vaccine passports" to permit easier travel."We still do not have advice from the health authorities (about) what the vaccine does and does not do: Can you still contaminate others if you have been vaccinated? I don't know," one senior EU diplomat told journalists."What happens to those who have not been vaccinated? What procedure do they have to go through to be able to enter a country? I think this is still under discussion," he said.France and Germany, notably, are opposed, fearing a travel schism between a minority of vaccinated haves and a majority of unvaccinated have-nots.However, preliminary EU talks have already started with the International Air Travel Association, which is about to launch its IATA Travel Pass, an app that stores vaccine data.Meanwhile, Greece has indicated it is ready to move faster than its EU peers, and has already struck a bilateral travel agreement with Israel, the world's vaccination champion. It is reportedly in similar talks with former EU country Britain, where bookings of low-cost flights to Greece, Spain and Turkey soared on Tuesday after London said curbs on foreign leisure travel could be lifted as early as mid-May. The senior EU diplomat acknowledged that all European Union countries were "eager" to find a safe way to reopen travel in time for the June-to-September tourist season, but said "we have to move this forward together".An EU official, also speaking on condition of anonymity, was blunter, saying the EU wants to avoid "a new death season".Worry over variantsBrussels is also concerned the emergence of worrying variants could require retooled booster shots, which would in turn mean vaccine certificates would have to be constantly updated.A more pressing problem than the certificates, though, are the severe border restrictions put in place by several EU countries to curb the virus variants, which the commission sees as disproportionate.It has written warning letters to Belgium, Denmark, Finland, Germany, Hungary and Sweden about their measures, giving them until late next week to respond.Another EU diplomat said: "In this instance we needed to underscore the rules we have collectively signed on to."The EU official said that, without the commission's intervention, such restrictions "could be worse than what we see today".He added that he expected "quite a lively discussion between the member states" on that issue.(AFP)
EFECTE PLC -- COMPANY ANNOUNCEMENT -- 25 February 2021 at 8.30 Efecte Plc: Notice of the Annual General Meeting Notice is given to the shareholders of Efecte Plc to the Annual General Meeting to be held on Tuesday 23 March 2021 starting at 11:30 EET at the Company headquarters at the address Vaisalantie 6, Espoo, Finland. The Company’s shareholders may participate in the Annual General Meeting and exercise their shareholder rights only by voting in advance and by submitting counterproposals and asking questions in advance. Instructions for shareholders are provided in this notice’s section C. Instructions for the participants in the General Meeting. To prevent the spread of COVID-19 and to take into account the health and safety of the shareholders, employees and other stakeholders of the Company, the Board of Directors of the Company has resolved on exceptional meeting procedures based on the so-called temporary act (677/2020) which came into force on 3 October 2020. It is not possible to participate in the General Meeting in person at the meeting venue. If a shareholder wishes to submit questions to the Company’s management referred to in chapter 5, section 25 of the Limited Liability Companies Act, such questions need to be submitted in advance as further described below in section C.5, Other information, of this notice. The Company will publish the Chairman of the Board’s address and the review of the CEO as a video recording at the latest on Monday 8 March 2021, on the Company’s website at https://investors.efecte.com/en/annual-general-meeting-2021. Shareholders are requested to observe that the video recordings are not a part of the General Meeting or the official General Meeting material. A. MATTERS ON THE AGENDA OF THE ANNUAL GENERAL MEETING At the Annual General Meeting, the following matters will be considered: 1. Opening of the meeting 2. Calling the meeting to order Attorney-at-law Riikka Rannikko will serve as chairman of the meeting. In case Riikka Rannikko is prevented from serving as the chairman for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to serve as the chairman. 3. Election of persons to scrutinise the minutes and to supervise the counting of votes The Company’s Legal Counsel Tatu Paavilainen will scrutinise the minutes and supervise the counting of votes. In the event Tatu Paavilainen is prevented from scrutinising the minutes and supervising the counting of votes for a weighty reason, the Board of Directors will appoint the person they deem the most suitable to scrutinise the minutes and supervise the counting of votes. 4. Recording the legality of the meeting 5. Recording the attendance at the meeting and adoption of the list of votes Shareholders who have voted in advance within the advance voting period and who are entitled to participate in the General Meeting in accordance with Chapter 5, Sections 6 and 6 a of the Limited Liability Companies Act will be deemed shareholders participating in the meeting. The list of votes will be adopted according to the information provided by Euroclear Finland Oy and Innovatics Ltd. 6. Presentation of the Financial Statements, consolidated financial statements, the Report of the Board of Directors and the Auditor’s Report for the year 2020 As participation in the General Meeting is possible only by voting in advance, the annual review published by the Company on Thursday 25 February 2021, which includes the Company’s annual accounts, consolidated accounts, the report of the Board of Directors and the Auditor’s report is deemed to have been presented to the General Meeting. The annual review shall be available on the Company’s website no later than on the abovementioned date. 7. Adoption of the Financial Statements and the consolidated financial statements 8. Resolution on the use of the profit shown on the balance sheet and the payment of dividend The Board of Directors proposes to the Annual General Meeting that no dividend be distributed for the financial year that ended on 31 December 2020. 9. Resolution on the discharge of the members of the Board of Directors and the CEO from liability 10. Resolution on the remuneration of the members of the Board of Directors Efecte Plc’s shareholders who in total represent approximately 36 % of all of Efecte Plc’s shares and votes have proposed that the remuneration for the Chairman of the Board will be increased by EUR 333 per month and the remuneration for other members of the Board of Directors by EUR 250 per month. It has been proposed that the members be paid the following remuneration for their term of office: Chairman of the Board EUR 3,423 per month and the other members of the Board of Directors EUR 1,795 per month each. In addition, the above-mentioned shareholders propose that approximately 40 per cent of the remuneration be paid in Efecte Plc’s shares and approximately 60 per cent be paid in cash. The part of the remuneration paid in shares will be paid by issuing new shares and/or transferring company’s own shares to the Board members within four weeks from the release of the business review for 1 January - 31 March 2021 or, if this is not possible taking insider rules into account, as soon as possible thereafter. A member of the Board of Directors is not entitled to sell or transfer the shares received as Board remuneration during three years following the payment of the remuneration. In addition, the Chairman of the Board and the other members of the Board of Directors be compensated for reasonable travelling costs for attending the Board meetings. 11. Resolution on the number of members of the Board of Directors The Board of Directors proposes to the Annual General Meeting that six (6) members be elected to the Board. 12. Election of members of the Board of Directors Efecte Plc’s shareholders who in total represent approximately 36 % of all of Efecte Plc’s shares and votes have proposed that the current members of the Board Pertti Ervi, Turkka Keskinen, Kari J. Mäkelä, Päivi Rekonen, Brigitte Falk and Esther Donatz be re-elected to the Board for the term until the close of the next Annual General Meeting. 13. Resolution on the remuneration of the auditor The Board of Directors proposes to the Annual General Meeting that the remuneration of the auditor be paid against an invoice approved by the company. 14. Election of auditor The Board of Directors proposes to the Annual General Meeting that Ernst & Young Oy, a firm of authorised public accountants, be re-elected as the company’s auditor for the term until the close of the next Annual General Meeting. Ernst & Young Oy has notified the company that Authorised Public Accountant Juha Hilmola would be the company’s responsible auditor. 15. Authorising the Board to decide on the repurchase of the company’s own shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to resolve to repurchase a maximum of 450,000 shares of the company in one or several instalments by using funds in the unrestricted shareholders’ equity. The proposed number of shares corresponds to approximately 7.4 per cent of all shares in the company. The shares may be repurchased in order to improve the capital structure of the company, to carry out acquisitions or other arrangements related to the company’s business, to be transferred or cancelled for other purposes, to be used in the company’s incentive plans, or if the Board of Directors otherwise deems it to be in the interest of shareholders. The price paid for the shares repurchased under the authorisation shall be based on the market price of the company’s share in public trading. The minimum price to be paid shall be the lowest market price of the share quoted in public trading during the authorisation period and the maximum price the highest market price quoted during the authorisation period. The company’s own shares may be repurchased otherwise than in proportion to the shareholdings of the shareholders (directed repurchase). It is proposed that the authorisation be effective until the next Annual General Meeting, however, at the latest until 30 June 2022. The authorisation will revoke the repurchase authorisation granted by the Annual General Meeting on 22 April 2020. 16. Authorising the Board to decide on the issuance of shares, option rights and other special rights entitling to shares The Board of Directors proposes that the Annual General Meeting authorise the Board of Directors to decide on the issuance of shares, option rights and other special rights entitling to shares referred to in Chapter 10 Section 1 of the Finnish Companies Act in one or several instalments in the manner described below. The Board would, pursuant to the authorisation, be entitled to decide on the issuance of an aggregate maximum of 608,000 new shares. The Board may decide to issue new shares or shares held by the company. The maximum number of shares included in the proposed authorisation accounts for approximately 10 per cent of the company’s shares. The authorisation includes the right to issue shares, option rights and/or other special rights entitling to shares through private offering, in other words, to deviate from the shareholders’ pre-emptive right, if there is a weighty financial reason for doing so from the company’s point of view, such as using them as consideration to carry out acquisitions or other arrangements or investments related to the company’s business, and/or as part of the remuneration of the Board members paid in shares as resolved by the Annual General Meeting. The authorisation also includes the right to issue shares, option rights and/or other special rights entitling to shares against payment or without charge. Issuance without charge requires that there is an especially weighty financial reason for doing so from the company’s point of view and taking the interests of the company’s all shareholders into consideration. Under the authorisation, the Board of Directors will be entitled to decide on any terms and conditions of the issuance of shares, option rights and other special rights entitling to shares, including the recipients and the compensation to be paid. It is proposed that the authorisation be effective until the next Annual General Meeting, however, at the latest until 30 June 2022. The authorisation will revoke the share issue authorisations granted by the Annual General Meeting on 22 April 2020. 17. Closing of the meeting B. DOCUMENTS OF THE ANNUAL GENERAL MEETING The above-mentioned proposals for decisions relating to the agenda of the Annual General Meeting as well as this notice are available on Efecte Plc’s website at https://investors.efecte.com/en/annual-general-meeting-2021. The Financial Statements, consolidated financial statements, the Report of the Board of Directors, and the Auditor’s Report of Efecte Plc will be available on the above-mentioned website on Thursday 25 February 2021. The proposals for decisions and other above-mentioned documents are also available at the Annual General Meeting. Copies of these documents and of this notice will be sent to shareholders upon request. The minutes of the meeting will be available on the above-mentioned website as of Tuesday 6 April 2021 at the latest. C. INSTRUCTIONS FOR THE PARTICIPANTS IN THE ANNUAL GENERAL MEETING In order to prevent the spread of the COVID-19 pandemic, the General Meeting will be organised so that the shareholder or the shareholder’s proxy representative is not allowed to participate in the General Meeting at the meeting venue. The Company’s shareholder can participate in the General Meeting and exercise the shareholder rights only in advance in accordance with the instructions set out below. 1. Shareholders registered in the shareholders’ register Each shareholder who on the record date of the Annual General Meeting, i.e. 11 March 2021, is registered in the shareholders’ register of the company held by Euroclear Finland Ltd has the right to participate in the Annual General Meeting. A shareholder whose shares are registered on his/her personal Finnish book-entry account is registered in the shareholders’ register of the company. The shareholder can participate in the General Meeting only by voting in advance and by submitting counterproposals and asking questions in advance as described below. 2. Notification of participation and voting in advance Notification of participation may be submitted, and advance voting will begin at 12 noon (EET) on Monday 8 March 2021. A shareholder who wishes to participate in the General Meeting by voting in advance must register for the General Meeting and vote in advance no later than by Tuesday 16 March 2021 at 4:00 pm (EET), by which time the notice of participation and advance votes must be received. The requested information, such as the shareholder’s name, personal identification number and contact details, must be provided in connection with the registration. The personal data given to Efecte Plc or Innovatics Ltd by shareholders will be used only in connection with the General Meeting, and with the processing of related registrations. A shareholder whose shares are registered on the shareholder’s Finnish book-entry account can submit the notice of participation and vote in advance on certain matters on the agenda of the General Meeting between 12 noon (EET) on 8 March 2021 and 4:00 pm (EET) on 16 March 2021 in the following ways: a) Through the Company’s website https://investors.efecte.com/en/annual-general-meeting-2021 Registering and voting in advance requires strong electronic identification (bank codes or the Mobile ID) for natural persons and business ID and the shareholder’s book-entry account number for legal persons. b) By mail or email A shareholder voting in advance by mail or email must send the advance voting form available on the Company’s website https://investors.efecte.com/en/annual-general-meeting-2021 or corresponding information to Innovatics Ltd by mail to the address Innovatics Ltd, General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki or by email to the address firstname.lastname@example.org. If the shareholder participates in the meeting by sending the votes in advance by mail or email to Innovatics Ltd so that they are received before the end of the time limit of the registration and advance voting period, this constitutes registration for the General Meeting, provided that the shareholder’s notice of participation includes the information required for registration mentioned on the advance voting form. The voting instructions will be available on the Company’s website at the address https://investors.efecte.com/en/annual-general-meeting-2021. Additional information is also available by telephone at +358 10 2818 909 during the time reserved for the notice of participation between 9:00 a.m. and 12:00 noon (EET) and 1:00 and 4:00 p.m. (EET) on weekdays. 3. Proxy representative and powers of attorney A shareholder may participate in the General Meeting and exercise the shareholder rights at the meeting by way of proxy representation. Shareholders’ proxy representatives must also vote in advance as set out in this notice. The proxy representative must personally identify themselves in the electronic identification service and for advance voting using strong identification, after which the proxy representative can register and vote in advance on behalf of the shareholder the proxy representative represents. The proxy representative shall produce a dated proxy document or otherwise in a reliable manner demonstrate their right to represent the shareholder at the General Meeting. A statutory representation right can be demonstrated by utilising the suomi.fi e-Authorisations service used in the electronic registration service. When a shareholder participates in the Annual General Meeting by means of several proxy representatives who represent the shareholder with shares on different securities accounts, the shares by which each proxy representative represents the shareholder shall be identified in connection with the registration. Proxy and voting instruction templates are available on the Company’s website at https://investors.efecte.com/en/annual-general-meeting-2021 at the latest on Monday 8 March 2021 at 12 noon (EET). Proxy documents are to be delivered primarily as an attachment in connection with the electronic registration, by email to the address email@example.com or by mail to the address Innovatics Ltd, General Meeting/Efecte Oyj, Ratamestarinkatu 13 A, 00520 Helsinki before the end of the notification of participation period, by which time the proxy documents must be received. Efecte Plc may, in its discretion, demand original proxy documents if regarded necessary by the Company. Submitting a proxy to Innovatics Ltd before the end of the notification of participation period constitutes due registration for the General Meeting, provided that the required information for the participation listed in this notice is given. A holder of nominee registered shares is advised to follow the instructions of such holder’s custodian bank regarding proxies as described in section 4. Holder of nominee registered shares below. If a holder of nominee registered shares wishes to be represented by some other person than such holder’s custodian, the representative must provide Innovatics Ltd a dated proxy demonstrating the right to represent the shareholder. 4. Holders of nominee-registered shares A holder of nominee registered shares has the right to participate in the General Meeting by virtue of such shares, based on which he/she would be entitled, on the record date of the Annual General Meeting, Thursday 11 March 2021, to be registered in the shareholders’ register of the company held by Euroclear Finland Ltd. In addition, the right to participate in the Annual General Meeting requires that the shareholder has, on the basis of such shares, been temporarily registered in the shareholders’ register held by Euroclear Finland Ltd at the latest by 18 March 2021 at 10:00 a.m. (EET). As regards nominee registered shares, this constitutes due registration for the General Meeting. Holders of nominee-registered shares are advised to request without delay necessary instructions regarding the temporary registration in the shareholders’ register of the company, the issuing of proxy documents, and preregistration for the Annual General Meeting from their custodian bank. The account manager of the custodian bank shall register a holder of nominee-registered shares who wishes to participate in the Annual General Meeting temporarily in the shareholders’ register of the company by the deadline stated above. The account management organisation of the custodian bank shall also arrange advance voting on behalf of the holder of nominee-registered shares during the registration period applicable to holders of nominee-registered shares. 5. Other information Shareholders who hold at least one-hundredth of all the shares in the Company have the right to make counterproposals on the matters on the agenda of the General Meeting to be put up for a vote. Such counterproposals must be sent to the Company by email to firstname.lastname@example.org no later than on Friday, 5 March 2021 at 12 noon (EET). In connection with making a counterproposal, shareholders are required to provide adequate evidence of their shareholding. The counterproposal will be put up for a vote in the General Meeting subject to the shareholder having the right to participate in the General Meeting and holding at least one-hundredth of all shares in the Company on the record date of the General Meeting, 11 March 2021. Should the counterproposal not be put up for a vote at the General Meeting, advance votes in favour of the proposal will not be taken into account. The Company will at the latest on Monday 8 March 2021 at 12 noon (EET) publish any counterproposals that may be voted on, on its website at the address https://investors.efecte.com/en/annual-general-meeting-2021. Shareholders have the right to ask questions and request information with respect to the matters to be considered at the meeting pursuant to Chapter 5, Section 25 of the Limited Liability Companies Act. Such questions can be made either in the online registration service or they can be sent by email to the address email@example.com or by mail to address Efecte Oyj / AGM, Vaisalantie 6, FI-02130 Espoo, Finland no later than at 10:00 (EET) on Wednesday 10 March 2021, by which time the questions must be received. The company will publish the shareholders’ questions along with the management’s responses as well as any counterproposals not eligible for voting on the company’s website https://investors.efecte.com/en/annual-general-meeting-2021 on Friday 12 March 2021 at the latest. Asking questions and making counterproposals requires the shareholder to present an adequate statement of their shareholding in the company. On the date of this notice to the Annual General Meeting, 25 February 2021, the total number of shares in Efecte Plc is 6,085,123 and the total number of votes in Efecte Plc is 6,085,123. Espoo, 25 February 2021 EFECTE PLC The Board of Directors Further enquiries: Tatu PaavilainenHead of Investor Relationstatu.firstname.lastname@example.org+358 400 383 064 Taru MäkinenCFOtaru.email@example.com+358 40 507 1085 Certified Adviser: Evli Bank Plc, tel +358 40 579 6210 www.efecte.com Efecte Plc Efecte helps service organizations digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to global players in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace. www.efecte.com
Veolia 2020 Annual Results
EFECTE PLC -- COMPANY ANNOUNCEMENT -- 25 February 2021 at 8.30 Efecte Plc: Option program 2021 Based on the authorization granted by the Annual General Meeting of Shareholders held on 22 April 2020, the Board of Directors of Efecte Plc has resolved on a new stock option program on the terms enclosed hereto. The stock options are offered to selected key personnel of Efecte Group. The Board of Directors decides on the distribution of the stock options to key personnel.There is a weighty financial ground for the Company for the issuance of the stock options since the stock options are intended to form part of the incentive and commitment program of the key persons of Efecte Group and to motivate the key personnel to work on a long-term basis to increase the shareholder value of the company. The maximum total number of stock options is 450,000. The stock options entitle to subscribe a total maximum of 450,000 shares. Each stock option entitles to subscribe for one (1) new share. Of the stock options, maximum 150,000 stock options shall be marked with the symbol 2021A, maximum 150,000 with the symbol 2021B and maximum 150,000 with the symbol 2021C. The stock options shall be issued free of charge. The share subscription price is the trade volume weighted average quotation of the company's share on NASDAQ Helsinki Ltd. during the twenty trading days following the publication of the company's Q1/2021 business review (for Stock Options 2021A), the company's Q1/2022 business review (for Stock Options 2021B) and the company's Q1/2023 business review (for Stock Options 2021C). From the share subscription price shall be deducted the amount of the dividend and funds distributed through a distribution of funds from the distributable equity fund decided after the start of the period for determination of the share subscription price and before share subscription. The share subscription price shall, however, always be at least EUR 0.01. The share subscription period will be for stock options 2021A from May 2, 2024 to May 31, 2026, for stock options 2021B from May 2, 2025 to May 31, 2027 and for stock options 2021C from May 2, 2026 to May 31, 2028. Subject to certain exceptions, if the Stock Option holder ceases to be employed by or in the service of a group company, the stock option holder forfeits to the company or its order such stock options for which the share subscription period has not commenced. The maximum number of shares which may be subscribed with stock options, 450,000 shares, is on the date of this release approximately 6.4 per cent of the company's shares after share subscriptions based on this option program and the company’s other option programs, if new shares are issued to the subscribers. Efecte applies the following share investment requirement to the recipients of the stock options: In order to receive all the stock options allocated to him/her, the stock option recipient shall make an investment in Efecte's shares the amount of which is separately determined by the Board of Directors of Efecte. Appendix:Terms and conditions of the Efecte Plc Stock Options 2021 Further inquiries: Tatu PaavilainenHead of Investor Relationstatu.firstname.lastname@example.org+358 400 383 064 Taru MäkinenCFOtaru.email@example.com+358 40 507 1085 Certified Adviser:Evli Bank Plc, tel +358 40 579 6210 Efecte Plc Efecte helps service organizations digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to global players in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace. www.efecte.com Attachment Terms and conditions of the Efecte Plc Stock Options 2021
EFECTE PLC -- FINANCIAL STATEMENTS BULLETIN 2020 -- 25 FEBRUARY 2021 at 8.30 Efecte Plc's Financial Statements Bulletin 2020 – Strong SaaS growth and positive EBITDA 10-12/2020: SaaS grew by 25% and international SaaS by 43%EBITDA was 0.2 million euro (-0.2) and operating profit 0.0 million euro (-0.3)EBIT profitability improved from -9% to 1%COVID-19 impact on services started to decreaseSignificant product release, including the AI-enabled Virtual Coach feature 1-12/2020: SaaS grew by 24% and international SaaS by 63%EBITDA was 0.1 million euro (-1.0) and operating profit -0.3 million euro (-1.4)EBIT profitability improved from -10% to -2%2.3 million euro positive operating cash flow (-0.3) Guidance for 2021:SaaS net sales is expected to grow 20-24% and EBITDA margin to be 1-4%. Group key figures 1000 EUR10-12/202010-12/20197-12/20207-12/201920202019 Net sales4 0423 6837 4956 95514 88813 839EBITDA171-242492-193126-998EBITA46-333260-402-314-1 377Operating profit41-338250-412-332-1 396Profit for the period37-341245-415-368-1 373 Earnings per share, eur0.01-0.060.04-0.07-0.06-0.23Equity per share, eur0.330.370.330.370.330.37 SaaS MRR808640808640808640 CEO Niilo Fredrikson: Last year was special in many ways. I want to thank our customers and partners for placing their trust in Efecte. I’m also deeply grateful to our team for helping customers succeed, taking care of each other and growing the business, no matter how difficult the environment was. Together, we have been proudly building a European Alternative for the global goliaths in our space. In the fourth quarter, we continued what we did throughout the year: execute our strategy, deliver growth and improve profitability. Shipping the 2020.4 release of the Efecte service management platform was a significant achievement on our journey to help service organizations digitalize and automate their work. The AI-enabled Virtual Coach has already been taken into production use with excellent customer feedback. Improved multi-language and configuration management capabilities support our international ambitions. Growing international SaaS by 63% during 2020 was an important proof point to us, achieved through successful local operations in Germany and Sweden. We have now started the second phase of our international expansion, covering new markets through digital sales and marketing combined with local partners. Signing Advatech as a partner in Poland was an important first step. In 2021, this motion will be one of our key investment areas, and we expect to add more partners and get also the first orders in new markets during the year. For SaaS growth to make sense in the long-term, the underlying unit economics need to be strong. We have worked hard to ensure the scalability of our model. Reaching EBITDA break-even and delivering an operating cash flow of 2.3 million euro (-0.3) were signs that the direction is right. Our team is now stronger, and we have improved operationally. As a bonus, we can report faster and in more detail. Our recurring gross margin – reported for the first time – stood at 78% in 2020 (77%). We are well positioned to grow in line with our long-term financial targets also this year. While we expect the market to remain turbulent, with impacts on new customer acquisition and churn, we also expect the healthy demand for our solutions to continue. We continue to prioritize growth investments over short term profitability, expanding Efecte’s footprint across Europe. Our ability to execute our plans and make steady progress during the last two years has further increased my confidence in our long-term prospects. It’s a privilge to be a part of this story: building the European Alternative for cloud-based service management. Additional information: CFO Taru Mäkinen, +358 40 507 1085 CEO Niilo Fredrikson, +358 50 356 7177 Certified adviser: Evli Bank Oyj, tel. +358 40 579 6210 This release is unaudited. The amounts in this report have been rounded from exact numbers. NET SALES AND PROFIT Net sales by type Net sales, 1000 EUR10-12/202010-12/20197-12/20207-12/201920202019SaaS2 3581 8934 6403 6878 8067 094Licenses499493893185Maintenance2763295126421 0101 287Services1 3591 4522 2952 5884 9805 272Group total4 0423 6837 4956 95514 88813 839 Efecte's net sales in 1-12/2020 were 14.9 million euro (13.8), a growth of 8%. International net sales grew significantly. The foreign subsidiaries generated 3.6 million euro (2.6) net sales, corresponding to 24% of total net sales (19%). Net sales for cloud-based solutions continued to grow well as SaaS grew by 24%. Services net sales decreased by 6%. Net sales of perpetual licenses decreased in line with our strategy by 50% and related maintenance decreased by 22%. Our total recurring revenue (SaaS and maintenance) amounted to 9.8 million euro (8.4), corresponding to approximately 66% of net sales (61%). SaaS MRR was 808 thousand euro in the end of December, growing 26% year-over-year. Of that growth, 13 percentage points came from existing customers (net retention rate 113%) and 13 percentage points from new customers since 12/2019. Gross churn amounted to 3.4%. Our recurring gross margin stood at 78% in 2020 (77%). We determine recurring gross margin through dividing the total cost of support, cloud infrastructure, cloud operations and 3rd party licenses by our total recurring revenue. Services net sales development was impacted by COVID-19 as expected. However, even without the pandemic, services growth would have been modest. Part of our strategy is to focus on growing our SaaS business. To support that, we are constantly developing our offering to be truly “Software as a Service”. As an example of this are our new Plus and Premium service level offerings, which generated 0.3 million euro of SaaS net sales during the review period. SaaS formed already 59% of total net sales (51%). Efecte's EBITDA was 0.1 million euro (-1.0) and operating profit was -0.3 million euro (-1.4). Profitability improved as growth brought economies of scale, foreign net losses shrank, and our cost saving measures helped keep costs down. Taxes corresponding to the profit of the period have been entered as tax expense. Efecte has confirmed tax losses in the taxation for Finland, so there was no income tax expense in Finland. Net profit for the period was -0.4 million euro (-1.4). FINANCE AND INVESTMENTS At the end of the reporting period, the balance sheet for Efecte group totaled 8.7 million euro (7.5). Equity ratio was 35% (42%) and net gearing was -270% (-159%). At the end of reporting period, the Company’s financial loans were 0 euro (0). The company's cash and liquid assets were 5.3 million euro (3.4). Cash flow from operating activities for the reported period was 2.3 million euro (-0.3) and cash flow from investing activities was 1.4 million euro (-0.3). Investments in tangible and intangible assets were 0.5 million euro (0.6) and were mainly activated R&D expenses and deployment costs for the new ERP system. During the reporting period, 1.9 million euro were redeemed from short-term investments and turned into cash. BUSINESS DEVELOPMENTS Customer demand changed during the pandemic caused by COVID-19. Accordingly, we adjusted our organization and go-to-market approaches for an increasingly on-line world, including launching a free online trial of Efecte’s key offerings. With the help of these measures, we were able to continue strong SaaS growth. On the other hand, services net sales was impacted by the pandemic. However, this was driven more by softer demand for identity management projects than our main service management business, where customer demand was more solid. The long-term trend of customers moving from the legacy license and maintenance model to cloud-based solutions continued. Expanding Efecte usage within existing customers was an important growth driver, with about half of our MRR growth attributable to our install base. Strong operational focus was put into helping our existing customers to take full benefit of the Efecte platform to ensure we provide them the experience, business agility and total cost of ownership that Efecte stands for. We continued helping customers expand their usage of Efecte solutions to services beyond IT Service Management to areas such as HR, finance, and customer service. In the identity and access management space, the Identity Governance and Administration (IGA) solution launched in 2019 saw healthy demand from both existing and new customers. While new customer acquisition was slower than usual due to the pandemic, we were able to keep that motion going as well. We signed new customers in all our markets, including a logistics industry customer in Germany, a German company in the maintenance industry and a ServiceNow replacement deal with a public sector customer in Sweden. Overall, we signed 17 new direct customers during 2020 (33). While we helped our customers to digitalize and automate their processes, we also moved into fully remote delivery process in the company. Digitalize & Automate was also the leading theme for our main customer event of the year. The event was held in virtual format over two days and exceeded our expectations. Over 1200 people signed up for the "Digitalize & Automate” event and over 1000 persons from 22 countries have watched one or more of the recorded sessions, which continue to generate on-demand views. This was a good example of a general drive to do more with less during the year, driving operational effectiveness, tight cost control and improved productivity across all our operations. During 2020, we started to build digital go-to-market and partner capabilities to help us scale faster across Europe. Our digital sales & marketing capabilities combined with the new partner program we launched form the foundation for the second phase of our international expansion. They are our platform to cover new markets without having to have Efecte employees in each country, and they also helped us expand market reach in our existing markets. In December, as a concrete first milestone, we announced a partnership with Advatech to enter the Polish market. We have continued active partner recruitment and after the review period, in January 2021, we announced a partnership with Solutia in the Czech Republic. We continued also to strengthen partnerships in existing markets, and especially in DACH we saw good progress in this regard. In our services business, we continued developing our delivery models and standardized solution offerings. The offerings will help us and our expanding partner ecosystem to deliver a more consistent experience to all customers. Customer satisfaction throughout the digital customer journey has been in our focus and we implemented operations improvements and established Customer Advisory boards in all our regions. Customer satisfaction measurement results showed significant improvement year-over-year. EMPLOYEES The number of full-time equivalent employees at the end of the review period was 106 (107). Of these, 88 (88) were in Finland, 7 (7) in Sweden and 11 (12) in Germany. The average number of employees during Q4 was 104 and during 1-12/2020 it was 103 (106). During the first half of the year, we held co-determination negotiations in Finland to discuss measures to address circumstances caused by COVID-19 and to reorganize to adapt to the new market situation. As a result of the negotiations, role and organizational changes as well as part-time layoffs were implemented. In addition, a total of five employments were terminated. The part-time layoffs were ended during Q3, ahead of the original schedule. During the second half of the year, we continued to develop our team and organization to support our growth ambitions. This included building a recruitment pipeline of high-quality talent, that we can leverage as we grow our team in 2021. The company’s leadership team composition at the end of the review period was the following: Niilo Fredrikson (CEO), Taru Mäkinen (CFO), Niina Hovi (people and culture), Steffan Schumacher (sales, marketing and services), Topias Marttila (technology) and Peter Schneider (products). MARKET OUTLOOK IT Service Management (ITSM) platforms are an enabler for digital transformation as servicification (everything as a service) becomes mainstream. Companies across different industries look for cloud-based solutions to digitalize and automate their operations to provide greater agility to the business, improve end-user experiences, and to save costs. More and more organizations are becoming service driven. We expect the market for cloud based ITSM solutions to continue a strong growth trajectory. The pandemic has had both positive and negative impacts on the market: appetite for cloud solutions in general has increased, and at the same time some customers’ decision making has become slower. Accordingly, also the analysts’ estimates indicate now a slightly broader spread between lower and upper estimates. The compound annual growth rate (CAGR) estimates for the next five years for cloud ITSM range between 15-21%. In Europe, growth is generally expected to be close to the global average, with Asia growing faster and North America slower. The global market is dominated by American companies, but Efecte is mentioned on various analysts’ reports as a challenger, and we will continue to grow as the European Alternative to the global goliaths. For the company’s second business area, cloud-based identity and access management (IAM), analysts’ estimates range between 17% and 26% annually for 2020-2025. As companies’ operations are increasingly digitalized, managing identities for both persons as well as physical objects increases in importance, which in turn drives the demand for IAM solutions. The impact of the pandemic is ambiguous, as it is on one hand increasing demand for solutions enabling remote work, like IAM, but at the same time general economic uncertainty can impact demand in the opposite way. RESEARCH AND DEVELOPMENT During the reporting period, Efecte continued extending and improving its offering through investments in its platform and solutions. Highlights included the launch of the company’s first AI-enabled feature, Virtual Coach, in November. The Virtual Coach helps support agents become more productive through AI-enabled insights. Better support for multi-language solution configurations was another important new feature, enabling international organizations to cooperate using the same process configuration across language borders. Another focus area for R&D during the review period was continued investments in user experience. The first results of the user experience upgrades were released during the second half of 2020. User experience continues to be a focus area during 2021. Efecte will be investing in both end user and support agent user experience and improving our position in the enterprise application ecosystem through modern REST APIs. We will also invest in delivery standardization of our solution offering, documentation and additional language support in order to enable the success of service provider customers and our growing European partner ecosystem. We extended our solution offering, adding Financial Operations Management, Enterprise Contract Management, Project Management, and Crisis Ops solutions to our portfolio running on the Efecte platform. We delivered significant improvements to the solution development capabilities for customers on the Efecte platform, enabling agile and controlled transport of innovations from development, to test, and then to production environments. Our Identity Governance and Administration (IGA) solution improved also during the year, as we develop it further based on feedback from the first customer deployments. We received also external recognition for our efforts. In June, Efecte became the world’s first ITSM vendor with ITIL4 certification for all 19 ITSM processes and received the ISO 27001 information security certification. Efecte’s total research and development investment during the review period was 2.7 million euro (2.5). Research and development costs amounted to 1.9 million euro (2.0). In addition, 0.4 million euro (0.4) was capitalized and 0.3 million euro (-) was covered through public funding from Business Finland. As described in our Business review on 1-3/2020, Business Finland granted Efecte funding for two separate projects that totaled 0.3 million euro, of which almost all was used during the review period. The funding was used for the development of the Virtual Coach, which received 0.2 million euro from Business Finland’s R&D program, as well as user experience improvements and improvements in the IGA solution, which received 0.1 million euro from Busines Finland’s COVID-19 program. Research and development actions are performed in Efecte Finland Oy. In addition to own personnel, subcontractors are used to increase flexibility and cost efficiency. Group’s research and development investment level in 2018-2020 Million euro202020192018Research and development investment22.214.171.124Research and development investment, % of net sales18%18%19% ANNUAL GENERAL MEETING AND GOVERNANCE The Annual General Meeting held on 22 April 2020 adopted the financial statements for 1 January - 31 December 2019 and discharged the members of the Board of Directors and the CEO from liability. The Annual General Meeting decided that no dividend is distributed for the year 2019. The Annual General Meeting decided that the Chairman of the Board is paid EUR 3 090 per month and the other members of the Board of Directors will be paid EUR 1 545 per month each. Approximately 40% of the remuneration was paid in Efecte Plc’s shares and approximately 60% in cash. Pertti Ervi, Turkka Keskinen, Kari J. Mäkelä and Päivi Rekonen were re-elected as members of the Board of Directors. Brigitte Falk and Esther Donatz were elected as new members of the Board of Directors. The organizational meeting of the Board of Directors elected Pertti Ervi as the Chairman of the Board of Directors. Ernst & Young Oy acts as the auditor, and Juha Hilmola (KHT) is the auditor in charge. SHARES AND TRADING The company has one share series and all shares carry equal rights. At the end of the review period, Efecte Plc's share capital consisted of 6 056 623 shares. The company owned 24 289 treasury shares, approx. 0.4% of the total amount of the shares. The company's share has been trading on the Nasdaq First North Growth Market Finland marketplace. During the review period the highest share price was 11.40 euro, the lowest price 3.90 euro and the closing price 10.80 euro. The market value of shares was 64.7 million euro at the end of the period excluding the treasury shares. SHAREHOLDERS The company had a total of 2 376 owners on 31 December 2020 (1 364). The list of the largest owners and the distribution of shareholders can be found on the company's web site. 10 largest shareholders as of 31 December 2020: ShareholderShares%1First Fellow Oy1 010 49916.72Oy Fincorp Ab678 50011.23Sijoitusrahasto Aktia Nordic Micro Cap475 5307.94Keskinäinen Eläkevakuutusyhtiö Ilmarinen290 9094.85OP-Suomi Mikroyhtiöt264 5164.46Montonen Markku263 5714.47Stadigh Kari250 0534.18Havacement Oy89 4071.49Ervi Pertti87 4011.410Rausanne Oy75 0001.2 The ownership of the Board members, CEO and their controlled entities totaled approximately 3.2% at the end of the reporting period. Additionally, the options held by the CEO entitle him to subscribe shares representing approximately 2.3% of the outstanding shares. The total proportion of nominee registered shares was approximately 13.8% of all shares. THE AUTHORIZATIONS GIVEN TO THE BOARD OF DIRECTORS The Annual General Meeting held on 22 April 2020 authorized the Board of Directors to decide to acquire the company's own shares with distributable funds. A maximum of 450 000 shares may be acquired. The authorization is effective until the next Annual General Meeting, however, at the latest until 30 June 2021. The Annual General Meeting held on 22 April 2020 authorized the Board of Directors to issue a maximum of 1 000 000 shares through a share issue and/or by issuing option rights or other special rights entitling to shares referred to in Chapter 10 Section 1 of the Limited Liability Companies Act. The Board may decide to issue new shares or shares held by the company. The authorization includes the right to issue shares and option rights and/or other special rights entitling to the shares through private offering, in other words, to deviate from the shareholders’ pre-emptive right subject to the requirements set forth in the Limited Liability Companies Act. In addition, the authorization includes a right to issue shares and option rights and/or other special rights entitling to shares with or without payment. Under the authorization, the Board of Directors will be entitled to decide on the terms and conditions of any share issue and the issuance of option rights and other special rights entitling to shares, including the recipients and the remuneration to be paid. The authorization is effective until the next Annual General Meeting, however, at the latest until 30 June 2021. OPTION PROGRAMS Option program 2011 Option program 2011 consisted of 130 000 options that entitled the holders to subscribe a maximum of 390 000 new shares. Each option entitled to subscribe three new shares. The share subscription period ended on 31 December 2020 and final shares subscribed with 2011 options were registered with the trade register on 24 February 2021, after the end of the reporting period. By end of the subscription period on 31 December 2020, a total of 379 530 shares had been subscribed with the options, with the remaining 3490 options, which would have entitled to subscribe 10 470 shares, having been returned to the company. Option program 2015 Option program 2015 consisted of 135 000 options that entitled the holders to subscribe a maximum of 405 000 shares. The options were divided to four series: A series 45 000 options (of which 24 500 allocated), B series 45 000 options (33 000 allocated), C series 30 000 options (26 500 allocated) and D series 15 000 options (all allocated). Each option entitled to subscribe three shares. The share subscription period for the options ended on 31 December 2020. The right to subscribe shares had the following schedule: A series vested on 30 April 2017, B series on 30 April 2018 and C series on 30 April 2019 and D series options vested on 30 April 2020. In accordance with the vesting conditions defined by the Board of Directors, the vesting rate for the 10,000 options rights in D series allocated in November 2019 was 75%. At the end of the subscription period on 31 December 2020, a total of 225 000 shares had been subscribed with the options. The remaining 60 000 options, which would have entitled to subscribe 180 000 shares, had been returned to the company or remained unvested at the end of the subscription period. Option program 2018 Option program 2018 consists of 450 000 options that entitle the holders to subscribe one share per option. The options are divided to three series: A, B and C series. Series A consists of 170 000 options (of which 163 750 allocated) with subscription price of 5.75 euro/share and subscription period of 2 May 2021 - 31 May 2022; series B of 140 000 options (of which 137 500 allocated) with subscription price of 5.00 euro and subscription period of 2 May 2022 - 31 May 2023; and C series of 140 000 options (of which 129 500 allocated) with subscription price of 4.39 euro and subscription period of 2 May 2023 - 31 May 2024. In connection with the 2018 option program, the Board of Directors has set a share-ownership requirement for the participants. EVENTS AFTER PERIOD-END Since spring 2019, the company has had no employees in Denmark and its operations in Denmark have been carried out from the company’s Scandinavian hub in Sweden. To simplify the company’s legal structure, the company's Danish subsidiary, Efecte Denmark A/S, was merged into Efecte AB in a cross-border intra-group merger, completed and registered with the Swedish and Danish trade registers on 14-15 January 2021. ASSESSMENT OF RISKS AND UNCERTAINTIES Malfunctioning of the software or failures in operating the company’s own services or the outsourced computing capacity and network connections may cause disruptions in the service that may lead to reimbursement liabilities, reputational harm and to a decrease in customer satisfaction. This could in future lead into decreases in net sales and profitability. The company configures its products to operate with the customer's existing systems. Delays or unexpected warranty work related to customer projects may create costs and liabilities. Although most of the projects are time and materials based, there are also fixed price projects. Potential customer dissatisfaction could result in negative publicity, compensation claims and loss of future business. Risks to data security such as non-intentional or intentional data breaches, such as ransomware attacks may cause reimbursement liabilities to customers or other third parties as well as significant reputational harm. Investments in international growth increase fixed costs, for example due to forward-looking recruitments and ongoing investments in the partner program. The costs may decrease profitability, if achieving growth turns out to be harder or slower than expected. Risks relating to intellectual property rights (IPRs) such as the loss/leaking of own IPRs to others, and breaches of third-party IPR by Efecte are significant for Efecte. Efecte seeks to minimize the risk with strict control of customer agreements and with careful evaluation of third-party software components taken into use. Efecte has entered into agreements with its customers concerning the processing of personal data. A failure to comply with contractual obligations in these agreements, or the requirements of the General Data Protection Regulation more broadly, may lead to significant liabilities. If the company is unable recruit and retain skillful employees, the quality of the services may decrease, which can decrease net sales and profitability. Part of the research and development and service delivery are provided through subcontractors. If the operations of the subcontractors are disrupted, the effect is equivalent to lack of skillful personnel. Efecte operates in several jurisdictions and has customers and other business partners also in additional jurisdictions outside these. Exposure to different legal and tax frameworks heighten the risk of perceived or real non-compliance. Efecte seeks to minimize the risk through using high quality advisors and auditors. The company’s equity stands at a sufficient level if the profitability development continues on the planned trajectory. If changes in the operating environment or other factors would weaken the company’s profitability, the company may have to strengthen its equity on terms that are not favorable to the company. While the risks relating to COVID-19 have decreased during the second half of 2020, risks still exist. A continued pandemic creates uncertainty in Efecte’s operating environment including potential delays in customers’ and prospective customers’ decision making, delays in purchases and cancellation of subscriptions. A prolonged economic downturn can also affect Efecte’s customers’, partners’, subcontractors’ and other vendors’ ability to honor their contractual commitments towards Efecte, for example due to insolvency. PROFIT DISTRIBUTION PROPOSAL The net loss of the parent company was -766,422.76 euro for the period and the distributable equity of the parent company was 7,102,545.41 euro. The Board of Directors proposes that no dividend is distributed from the financial period of 2020 and the profit is left in equity. According to its strategy, Efecte will invest substantially in growth in the next few years, due to which the company does not aim to pay dividends for the foreseeable future. LONG-TERM FINANCIAL TARGETS Efecte aims for over 20% annual organic growth of SaaS net sales on average in 2020 - 2023. Substantial investments in international growth and product development will decrease operating profit in the next few years, but the company aims for a double-digit operating profit percentage by the end of the strategy period. GUIDANCE FOR THE YEAR 2021 SaaS net sales is expected to grow 20-24% and EBITDA margin to be 1-4%. NEXT EARNINGS RELEASE Efecte will publish a business review for 1-3/2021 on 29 April 2021. Efecte Plc Board of Directors Additional information: CFO Taru Mäkinen, +358 40 507 1085 CEO Niilo Fredrikson, +358 50 356 7177 Certified adviser: Evli Pankki Oyj, tel. +358 40 579 6210 An online briefing for analysts, investors and media will be arranged on Thursday 25 February 2020 at 16:00 Finnish time. All participants can register to the webcast online at https://www2.efecte.com/efecte-2020-results. The webcast will be held in English and questions can be presented in written form in the webcast portal. A recording of the webcast and presentation materials will be made available afterwards on the company’s investor pages at investors.efecte.com. Efecte Plc Efecte helps service organizations digitalize and automate their work. Customers across Europe leverage our cloud service to operate with greater agility, to improve the experience of end-users, and to save costs. The use cases for our solutions range from IT service management and ticketing to improving employee experiences, business workflows, and customer service. We are the European Alternative to global players in our space. Our headquarters is located in Finland and we have regional hubs in Germany and Sweden. Efecte is listed on the Nasdaq First North Growth Market Finland marketplace. www.efecte.com ----- Financial information: 1. Consolidated income statement, balance sheet, cash flow statement and statement of changes in equity 2. Notes 3. Key figures 1. Consolidated income statement, balance sheet, cash flow statement and statement of changes in equity CONSOLIDATED INCOME STATEMENT (1 000 EUR)7-12/20207-12/201920202019 Net sales7 4956 95514 88813 839Other operating income28702920Materials and services-642-558-1 263-1 206Personnel expenses-4 846-4 565-10 126-9 701Other operating expenses-1 803-2 026-3 665-3 931EBITDA492-192126-998Other depreciation and amortisation-232-209-439-378EBITA260-402-314-1 377Goodwill amortisation-9-9-19-19Operating profit250-412-332-1 396Financial income and expenses-3-1-3125Profit before income tax247-413-363-1 371Income tax-2-2-4-2Profit for the period245-415-368-1 373 CONSOLIDATED BALANCE SHEET (1 000 EUR)12/202012/2019 Non-current assets Development expenses1 1311 063Other intangible assets211167Goodwill2442Machinery and equipment1723 Current assets Inventories, work in progress-1Trade and other receivables (long-term)5360Trade and other receivables (short-term)1 8852 659Short-term investments-1 973Cash and cash equivalents5 3911 475Total assets8 7127 464 Equity attributable to owners of the parent Company Share capital8080Reserve of invested non-restricted equity10 89510 708Retained earnings-8 976-8 623Total equity1 9992 165 Current liabilities Received advances2 9432 316Trade payables401450Other payables835678Accruals2 5341 854Total liabilities6 7135 299 Equity and liabilities8 7127 464 SUMMARY CONSOLIDATED CASH FLOW STATEMENT (1 000 EUR)20202019Cash flows from operating activities Profit before income tax-362-1 371Adjustments to profit for the period503372 Change in working capital2 197685 Interest and other financial cost paid-7-12Interest and other financial income received-0Income taxes paid-4-2Net cash from operating activities2 325-328 Cash flows from investing activities Acquisition of tangible and intangible assets -546-591Investments to short-term investments--1 300Proceeds from short-term investments1 9501 546Net cash from investing activities1 404-345 Cash flows from financing activities Share issues187120Net cash from financing activities187120 (Decrease)/increase in cash and cash equivalents3 916-553 Cash and cash equivalents at the beginning of the period1 4752 027Cash and cash equivalents at the end of the period5 3911 475 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 1000 eur31.12.2020 31.12.2019 Permanent equity Share capital 1.1.80 80Share capital 31.12.80 80Permanent equity in total80 80 Distributable equity Reserve of invested non-restricted equity 1.1.10 708 10 588Share issue187 120Reserve of invested non-restricted equity 31.12.10 895 10 708 Retained earnings 1.1.-8 623 -7 249Translation differences14 -1Retained earnings 31.12.-8 609 -7 250 Profit (loss) for the period-368 -1 373Distributable equity1 919 2 085 Total equity1 999 2 165 2. Notes 2.1 Basis of preparation This interim report has been prepared in accordance with the FAS recognition and measurement principles. 2.2 Net sales by type (1 000 EUR)7-12/20207-12/201920202019 SaaS4 6403 6878 8067 094Perpetual licenses493893185Maintenance5126421 0101 287Services2 2952 5894 9805 272Group total7 4956 95514 88813 839 2.3 Development of number of shares Number of shares 1.1.20195 813 988Directed share issue without consideration to the company itself40 000Exercise of share options90 00030.6.20195 943 988Exercise of share options13 50031.12.20195 957 488 1.1.20205 957 488Exercise of share options16 00230.6.20205 973 490Exercise of share options83 13331.12.20206 056 623 On 31 December 2020 Efecte Plc owns 24 289 treasury shares, approx. 0.4% of the total amount of the shares. 2.4 Commitments The following tables present the company's commitments not in the balance sheet on 31 December 2020 and 31 December 2019. Guarantees given31.12.202031.12.2019 (thousand euro) Office lease agreements4956 Liabilities secured by mortgage1 0001 000 Total1 0491 056 Lease commitment amounts31.12.202031.12.2019(thousand euro) During next 12 months92117Later59121Total151237 Lease agreements for computer equipment are mainly three-year lease agreements, and the equipment can be purchased at the end of the period with approx. 2-5% remainder value. Other commitments Efecte Plc has terminated the current office lease agreement and signed a new three-year office lease agreement starting on 1 April 2021. The company’s lease liability from this contract is approx. 560 thousand euro. 31.12.202031.12.2019(thousand euro) Payable during the next 12 months212301Payable later42059Total632360 3. Key figures 1000 eur7-12/20207-12/201920202019 Net Sales7 4956 95514 88813 839SaaS4 6403 6878 8067 094Licenses493893185Maintenance5126421 0101 287Services2 2952 5894 9805 272 Domestic net sales5 6745 51011 31411 275International net sales1 8211 4463 5742 564Domestic sales (% of net sales)76 %79 % 76 %81 %International (% of net sales)24 %21 %24 %19 % Recurring revenue5 1524 3289 8158 381Recurring revenue (% of net sales)69 %62 %66 %61 % SaaS MRR, monthly net sales at the end of the period808640808 640 Net sales growth%7.8 %11.5 % 7.6 %13.2 %EBITDA492-193126-998EBITDA%6.6 %-2.8 %0.8 %-7.2 %EBITA260-402-314-1 377EBITA%3.5 %-5.8 %-2.1 %-9.9%Operating profit (EBIT)250-412-332-1 396Operating profit (EBIT)%3.3 %-5.9 %-2.2 %-10.1 %Earnings for the period245-415-368-1 373Earnings/share (EPS), eur0.04-0.07-0.06-0.23Equity/share, eur0.330.370.330.37Balance sheet total8 7127 4648 7127 464Equity1 9992 1651 9992 165Net debt-5 391-3 447-5 391-3 447Return on invested capital (ROI)%28 %-35 %-16 %-49 %Equity ratio%35 %42 %35 %42 %Net gearing%-270 %-159 %-270 %-159 %Research and development cost1 1411 0022 2032 039Research and development cost,% of net sales15 %14 % 15 %15 %Number of employees on average during the period102108103106Number of employees at the end of the period106107106107Number of shares (on average during period)5 978 8855 913 4515 955 8425 864 987Number of shares at the end of the period5 987 9015 921 3755 987 9015 921 375
SES S.A. announces financial results for the year ended 31 December 2020.
20210225_Press Release Full year 2020 results PRESS RELEASE Neuilly-sur-Seine, France – February 25, 2021 Bureau Veritas resilient business model driving a strong cash flow generation and deleveraging; dividend reinstated 2020 Key figures1 Revenue of EUR 4,601 million in 2020, with organic growth of (6.0)%, of which (2.0)% in Q4 2020Operating profit of EUR 407 millionAdjusted operating profit of EUR 615 million, showing a margin decline to 13.4%; margin significantly higher in the second half at 16.6% following cost reduction measures Attributable net profit of EUR 125 millionAdjusted net profit of EUR 285 million (EUR 0.64 per share)Free cash flow of EUR 634 million (13.8% of Group revenue), led by a disciplined capex policy (1.9% of Group revenue) and a significant working capital reduction (6.1% of Group revenue, down 270bps year on year) benefiting from the Move For Cash program initiativesAdjusted net debt / EBITDA ratio decreased to 1.8x as of December 31, 2020 versus 1.9x last yearProposed dividend of EUR 0.36 per share2, payable in cash 2021 Outlook The Group remains uniquely positioned with the diversity, the resilience of its portfolio and its numerous growth opportunities. Based on the current uncertainties around the Covid-19 pandemic and assuming no severe lockdowns in its main countries of operation, Bureau Veritas expects for the full year 2021 to: Achieve solid organic revenue growth;Improve the adjusted operating margin;Generate sustained strong cash flow. Didier Michaud-Daniel, Chief Executive Officer, commented: “Throughout 2020, Bureau Veritas’ whole organization was mobilized to mitigate the impact of the crisis with three actions: ensuring the health & safety of all Bureau Veritas employees, protecting the financial solidity of the Group, and ensuring business continuity with and for our clients, both in the field and remotely via digital tools. I am proud of the ongoing efforts of our 75,000 employees and of their exemplary commitment to our clients notably supporting resumptions of their operations throughout the world with the Restart your Business with BV protocols. I also want to take this opportunity to thank our shareholders for their unwavering support during this crisis. Our full-year 2020 results underline these efforts together with the great resilience of our business after five years of profound transformation that has repositioned our portfolio of activities. Thanks to our actions on cash, we come out stronger from 2020, with a lower level of debt. In today’s world, most companies are accelerating their efforts to drive quality, safety, traceability and environmental stewardship. With our BV Green Line of services and solutions dedicated to sustainable development, we are perfectly positioned to help all clients and stakeholders, across multiple sectors, to bring transparency and reliability to their ESG commitments. In addition, as a responsible company, we act in order to be a role model for the industry in terms of positive impact on people and the planet. Bureau Veritas will announce its 2025 strategic plan in Q4 2021, anchored in what we have built over the past 5 years and positioned to fully capture growth from new markets. Through this plan, we are on a journey to execute a value creating strategy for BV and all of its stakeholders going forward.” Key 2020 Figures The Board of Directors of Bureau Veritas met on February 24, 2021 and approved the financial statements for the full year 2020. The main consolidated financial items are: IN EUR MILLIONS 2020 2019 CHANGE CONSTANT CURRENCY Revenue 4,601.0 5,099.7 (9.8)% (6.4)% Adjusted operating profit(a) 615.0 831.5 (26.0)% (21.9)% Adjusted operating margin(a) 13.4% 16.3% (294)bps (271)bps Operating profit 407.4 721.3 (43.5)% (40.4)% Adjusted net profit(a) 285.2 451.0 (36.8)% (31.6)% Attributable net profit (loss) 125.3 367.9 (65.9)% (62.4)% Adjusted EPS(a) 0.64 1.02 (37.3)% (32.6)% EPS 0.28 0.83 (66.3)% (62.9)% Operating cash flow 809.1 820.4 (1.4)% +2.6% Free cash flow(a) 634.2 617.9 +2.6% +7.5% Adjusted net financial debt(a) 1,329.1 1,813.3 (26.7)% (a) Alternative performance indicators are presented, defined and reconciled with IFRS in appendices 6 and 7 of this press release BUREAU VERITAS ACTING PROACTIVELY AGAINST COVID-19 Ensuring the health and safety of all Bureau Veritas employees Since the emergence of the outbreak, Bureau Veritas has taken every necessary action to protect the health of its employees and, where possible, of its clients, suppliers, and subcontractors. The Group’s businesses around the world activated their business continuity plans and implemented remote working wherever possible, in strict compliance with decisions taken by local governments and World Health Organization recommendations. Ensure business continuity with and for clients One of the Group’s top priorities during the pandemic is to ensure business continuity with, and for its clients, by accompanying them in managing their risks and restarting their operations. In many sectors, Bureau Veritas’ services, both in the field and via remote technological channels, contribute to maintaining operational activities, notably those that are critical to ensuring people’s health and safety. Bureau Veritas put together a portfolio of dedicated services aimed at helping its clients to face the crisis, including e‑learning solutions to enable training to continue during lockdown and for employees working from home, and health & safety rule compliance assessment put in place by health authorities. Engage in projects to fight against Covid-19 The Group has also been involved in many Covid-19-related projects around the world: emergency hospital construction in Shenzhen, China; an emergency field hospital in Mulhouse, France; US retail staff safety by installing sneeze guards in retail spaces; and community actions in the different parts of the world where it operates, notably through the donation of Personal Protective Equipment (masks, gloves) to several hospitals. Demonstrate Bureau Veritas Management’s spirit of solidarity and responsibility During 2020, in order to join with Bureau Veritas’ spirit of solidarity and responsibility towards all its stakeholders, both the Chairman of the Board of Directors and the Chief Executive Officer decided to waive 25% of their fixed remuneration during the furlough period for Bureau Veritas employees in France. These sums were donated to the charity “La Fondation Hôpitaux de Paris-Hôpitaux de France”. Assure the complete traceability of the Covid-19 vaccines all along the supply chain In January 2021, Bureau Veritas and OPTEL, a leading global provider of pharmaceutical supply chain traceability platforms, partnered together to launch V-TRACE, a complete and assured traceability solution for Covid-19 vaccines. V-TRACE is an integrated solution designed to track and trace vaccines, while ensuring risk mitigation thanks to controls and inspections all along the logistics chain. V-TRACE provides a global control of the supply chain thanks to the local presence of inspectors in the field. Digital and innovative services & Solutions launched throughout 2020 Accelerating the launch of new services and solutions thanks to a digital platform In 2020, Bureau Veritas accelerated the launch of new services and solutions thanks to a digital platform developed by the Group. Restrictive measures due to the Covid-19 pandemic limited the Group’s ability to deploy certain services physically. In response, the Group capitalized on its digital assets to deploy its resources in a dematerialized way and launch new services adapted to the global crisis context. Existing inspection, audit and distance learning capabilities were deployed and supported more extensively, enabling a wide range of services to be maintained despite the obstacles to traveling to clients’ sites. A digital platform called “Fast Track” was set up to support and enable the rapid deployment (1 to 3 months) of new comprehensive services based on a digital realization model. The “Restart your business with BV” suite of solutions, created to support business resumption with appropriate health, safety and hygiene conditions, was powered by “Fast Track”. In addition to the “Restart your business with BV” initiative, this digital platform supports several new services, including: “Supply-R”, a solution designed to help all industry and services sector companies to ensure business continuity and better manage risks associated with their portfolios of suppliers spread across different geographies; and“ChargeScan by BV”, a complete suite of services dedicated to Electric Vehicle Charging Stations (EVCS), covering the full asset lifecycle, from design, construction and commissioning to operations, to ensure the reliability of their EVCS network. The successful deployment of “Restart Your Business with BV” In the context of the pandemic, health, safety and hygiene issues have become a top priority. To help companies adopt best practices and provide reassurance to their stakeholders, in spring 2020, Bureau Veritas launched the “Restart Your Business with BV” suite of solutions targeting clients who are resuming their business operations. Bureau Veritas’ geographical presence in 140 countries, unparalleled network of inspectors and auditors, and unrivalled experience in certification processes and management of health, safety and hygiene risks are considerable assets. They enable the Group to provide companies, public authorities and society as a whole with services and in-depth knowledge of local specificities and regulations. “Restart Your Business with BV” is intended for companies of all sizes and sectors, as well as government agencies. Bureau Veritas supports its local, national and international clients whose businesses have been shut down, including hotels, restaurants, airlines, shipping companies, shopping centers, industrial and construction sites, and premises open to the public. The “Restart Your Business with BV” suite of solutions is enhanced with a comprehensive digital ecosystem providing traceability and transparency. The platform includes operational assistance tools for companies that want to reassure stakeholders of their compliance with regulations and recommended protective measures and benefit from a label (“SafeGuard” label or client’s own label with a dedicated brand) with online information for end-users and consumers. Bureau Veritas grants the label, based on compliance with all requirements, after an independent verification performed by a duly qualified auditor. Bureau Veritas’ Green Line of Independent Expertise to Foster a Sustainable World In October 2020, the Group launched its “Green Line”, a wide range of existing sustainability services that enable clients to address growing challenges in this field. Empowering organizations to help them execute their sustainability strategies Through the Green Line of services and solutions, Bureau Veritas partners with organizations to help them execute their sustainability strategies with trust and transparency. Sustainability – and topics related to CSR or ESG – have become key growth drivers and a catalyst of trust for all economic players. Beyond their financial performance and ability to innovate, companies are now valued and judged on their positive impact on people and the planet. Decision-makers face the challenge of building trust with their stakeholders: shareholders, boards, employees, customers and society as a whole. Only an independent, expert third party can help them give credibility to their CSR approaches and provide the proof that their commitments in terms of environmental and social impacts are backed up by facts and actions. For companies, this also means implementing, monitoring, improving and communicating their commitments to improve their sustainability performance and remain competitive and reliable. Bureau Veritas is committed to tackling the world’s most pressing challenges As a “Business to Business to Society” company, Bureau Veritas (BV) is committed to tackling the world’s most pressing challenges from all sectors of the economy: Resources and production: a leader in TIC for industrial sectors, BV supports clients in their efforts to reduce their carbon footprint, achieve net zero emissions, implement sustainable resource use and manage the energy transition.Consumption and traceability: thanks to its expertise in complex supply chains, BV enables companies to ensure responsible and fair sourcing, and to guarantee product traceability.Buildings and Infrastructure: at every stage, BV offers services for new and ageing assets and contributes to sustainable and smart cities.New mobility: BV also contributes to the development of electric mobility. Building on its close to 200‑year presence in the Marine industry, BV helps ship owners develop the use of alternative fuels – such as LNG – and to ensure compliance with air emission regulations.Social, Ethics and Governance: in addition to its services to address health, safety and security challenges, BV has developed a full range of solutions focusing on improving and monitoring Diversity & Inclusion, Ethics and Integrity. With Bureau Veritas, companies can measurably demonstrate the impact of their sustainability and ESG initiatives by making them traceable, visible and reliable. 2020 Highlights Resilient organic revenue overall despite the Covid-19 pandemic Group organic revenue was down by 6.0% in 2020, with a 2.0% decline in the last quarter. Revenue improved in the second half, falling 3.2% compared with a revenue decrease of 9.0% in the first half of 2020. This is reflected as follows by business: Marine & Offshore (up 2.2% organically, led by New Construction) felt only a limited impact from the Covid-19 crisis, with the Group continuing to deliver essential services to its clients across the globe;More than three quarters of the portfolio (including Agri-Food & Commodities, Buildings & Infrastructure (B&I), Certification, and Industry) showed a good level of resistance overall, down 5.1% organically on average. B&I strongly outperformed the average with a decline limited to 1.7% for the full year benefiting from its geographical diversification, the support from energy efficiency programs and improving markets in the second half, notably in Europe. Certification (down 6.2%) was affected by the postponement of audits during the first half but recovered strongly in the second. Industry declined 6.6% with solid business activity for the Power & Utilities segment in particular, (inspection of electricity systems, electrical grids, nuclear power plants). In Agri-Food & Commodities (down 7.4% organically), a stable performance was achieved for both the Agri-Food and Metal & Minerals segments, which continued operating with Food Safety Services remaining critical to food supply notably. However, the Oil & Petrochemicals business suffered from the lower demand for oil and oil products. Government services were impacted by the lockdown measures introduced in some African countries and the associated economic impact.Less than one-fifth of the portfolio (Consumer Products) declined sharply due to the impact of the Covid‑19 shutdowns, down 15.0% organically. The business was severely affected by the lockdown situations (which started in China in Q1 and expanded to most other geographies in Q2) and by low activity levels from US and European clients (with orders cancelled and new product launches put on hold). In the fourth quarter, the Group’s organic revenue decline was limited to 2.0% year on year. Certification was the top performing business, growing by 10.7%, benefiting from the “Restart Your Business with BV” and “SafeGuard” solutions as well as the catch-up of audits and strong momentum on schemes related to Sustainability. Acquisition projects were initially put on hold in 2020; activity resumed more recently Bureau Veritas put acquisitions largely on hold in 2020 to protect its cash position and reassess potential targets in light of the pandemic. The pipeline of opportunities remains healthy, and the Group will continue to deploy a very selective bolt-on acquisitions strategy in targeted areas (notably in Agri-Food and Buildings & Infrastructure, Cybersecurity) and geographies (North America and Asia including China notably). Discussions resumed during the second half of 2020. On January 20, 2021, the Group announced that it had completed the acquisition of Secura B.V. (starting with a majority stake), an independent service company specializing in cybersecurity services. Established in 2000 in the Netherlands, Secura has 100 employees located in two technological centers in Eindhoven and Amsterdam. The company posted 2020 revenues slightly below EUR 10 million. While firmly grounded in the European security market, the company now serves a diversified international client base and is active in all sectors, focusing on technology, energy, industrial, automotive, financial, public and healthcare markets. Secura will be a cornerstone in the cybersecurity strategy of Bureau Veritas. With solid expertise and capabilities, Secura takes a holistic security approach in identifying and assessing cybersecurity risks according to standards, frameworks and certification programs. The company provides security testing, audit, training and certification services covering people, organization, and technology (networks, systems, applications and data). The company holds an extensive range of top-notch accreditations and licenses to operate to offer security testing and certification services according to a number of standards. On February 4, 2021, the Group announced the signing of Zhejiang Jianchuang Testing Technology Services Company Limited, a softlines testing business focusing on domestic brands and e-shops in China. The company generated around EUR 1.5 million of revenue in 2020. This supports the Group’s diversification within its Consumer Products division towards the Chinese domestic market and online brands. Non-core divestments continued In 2020, the Group continued to divest non-strategic businesses in targeted markets and geographies. On September 2, 2020, it divested a non-core business unit from the Industry activity based in the US. The Emissions Monitoring business providing fugitive emissions detection and measurement services on industrial assets, was sold to Alliance Source Testing, LLC (AST), one of the largest air emissions testing companies in the US. The business had 130 employees and generated USD 12 million in revenue in 2019, with margins weighing on the overall divisional performance. It was deconsolidated from Q3 2020 onwards. This transaction is another step in focusing on core quality assurance for Oil & Gas capital projects and asset integrity businesses in North America and investing in the expansion of its Energy business, including renewables. In addition, the operating footprint continued to be adapted to maximize efficiency and optimize performance with certain laboratory and office facilities streamlined and reorganized (China, Europe and the US). Over the past two years, in total Bureau Veritas has divested around EUR 65 million of revenue from activities having a negative impact on the Group margin. Austerity plan put in place to reduce costs and measures taken to protect the cash position Throughout 2020, Bureau Veritas put measures in place to maintain a tight rein on costs and cash, with indicators monitored on a daily basis. These included suspending all non-essential investments and putting in place an austerity plan for its worldwide operations, which includes a freeze in recruitment and salary increases, and minimizing discretionary spending. This led to around EUR 260 million of total cost reduction in 2020. The Group benefited from a strong mobilization across the organization on cash metrics, with initiatives under the Move For Cash program (aimed at improving the operating working capital requirement) continuing to be deployed in 2020. As an illustration of these initiatives, Bureau Veritas optimized the “invoice to cash” process, accelerated billing and cash collection processes throughout the Group reinforced by a central task force, and monitored cash inflows on a daily basis. Bureau Veritas also adjusted its cost base in targeted geographies and focused on some structurally under-performing units, notably in Consumer Products (in China) and commodities-related activities (Oil & Petrochemicals activities in both US and Europe) through a rationalization of the laboratory networks. This resulted in a restructuring charge of EUR 26.5 million in the full year 2020, compared to EUR 24.4 million in 2019. The restructuring charge is expected to be at a lower level in 2021. Strong Financial position Bureau Veritas’ financing activity during 2020 demonstrates the strong support and confidence of the Group’s banks and credit investor base in the context of the Covid-19 pandemic. At the end of December 2020, the Group's adjusted net financial debt decreased compared with the level at December 31, 2019. The Group has a solid financial structure with no maturities to refinance until 2023. At the year-end, Bureau Veritas had EUR 1.6 billion in available cash and cash equivalents and EUR 1.1 billion in undrawn committed credit lines. On April 30, 2020, the Group signed an additional liquidity credit line of EUR 500 million, with a one-year maturity and a six-month extension option at Bureau Veritas’ discretion. This new credit line strengthened the Group’s liquidity position, added to the EUR 600 million syndicated credit facility maturing in May 2025, undrawn at December 31, 2020. In April 2020, Bureau Veritas’ Board of Directors took the exceptional decision to cancel the dividend (EUR 0.56 per share)3. This decision maintained cash of around EUR 250 million in the Group and complies with the French regulatory requirement for the suspension of dividend payments in return for government support (temporary layoffs in France, and the deferral of certain employment contributions and tax payments). It also reiterates the Group’s responsibility to all its stakeholders who are making considerable efforts or facing major challenges during this unparalleled crisis. At December 31, 2020, the adjusted net financial debt/EBITDA ratio was further reduced to 1.80x (from 1.87x last year) and the EBITDA/consolidated net financial expense ratio was 8.16x. As a precaution against a worsening pandemic, Bureau Veritas obtained a waiver from its banks and USPP noteholders to relax its financial covenants at June 30, 2020, December 31, 2020 and June 30, 2021. As a consequence, the adjusted net financial debt/EBITDA ratio must be lower than 4.5x, 6.25x and 5.5x versus 3.25x previously at the test dates and, for USPP only, the EBITDA/consolidated net financial expense ratio must be greater than 5.5x (unchanged), 2x and 3x versus 5.5x previously at the same dates. The average maturity of the Group’s financial debt was 5.2 years4 with a blended average cost of funds over the full year of 2.6% excluding IFRS 16 impact. The blended average cost of funds was 2.4% excluding IFRS 16 impact and early repayment costs over the year 2020 (compared with 2.8% in 2019). On February 24, 2021, Bureau Veritas signed an amendment to its EUR 600 million syndicated credit line that links its financial costs with three of its ESG targets (selected amongst its non-financial ambition through 2025): total accident rate, female representation in leadership position and CO2 equivalent emissions. Bureau Veritas testifies through this initiative its willingness to combine performance and responsibility. EXECUTIVE COMMITTEE APPOINTMENTS Béatrice Place Faget appointed member of the Bureau Veritas Executive Committee as Executive Vice-President Group Legal Affairs and Internal Audit In July 2020, Bureau Veritas announced the appointment of Béatrice Place Faget, effective August 3, 2020, as Executive Vice-President in charge of Group Legal Affairs and Internal Audit and a member of the Group Executive Committee. Based at the Group’s head office in Neuilly-sur-Seine, France, Béatrice Place Faget reports to Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas. Béatrice Place Faget acted previously as Interim General Counsel for Technicolor. Her other experiences include 16 years with CGG in various positions including General Secretary to the Board and Group General Counsel. Alberto Bedoya appointed member of the Bureau Veritas Executive Committee as Executive Vice-President, Commodities, Industry & Facilities (CIF) Division in Latin America In December 2020, Bureau Veritas announced the appointment of Alberto Bedoya, effective January 1, 2021, as Executive Vice-President, Commodities, Industry & Facilities (CIF) Division in Latin America and a member of the Group Executive Committee. Based in Lima, Peru, Alberto Bedoya reports to Didier Michaud-Daniel, Chief Executive Officer of Bureau Veritas. Alberto Bedoya joined Bureau Veritas in Peru in 1998 and has in-depth knowledge of the operations as well as the commercial environment of Bureau Veritas in Latin America. Since 2019, he was Executive Vice‑President Latin America, reporting to Eduardo Camargo. Analysis of the Group's results and financial position Revenue down 9.8% year on year (down 6.0% on an organic basis) Revenue in 2020 amounted to EUR 4,601.0 million, a 9.8% decrease compared with 2019. Organic growth was (6.0)%, improving in H2 compared with H1 (down 3.2% vs. (9.0)% respectively). After a low point in April, the activity levels showed gradual and continuous improvement towards the end of the year. In the last quarter, the Group’s portfolio decline reduced to 2.0% on average organically and across the board. Marine & Offshore delivered organic growth of 2.2%. Agri-Food & Commodities, Buildings & Infrastructure, Certification and Industry showed a good level of resistance overall, down 5.1% organically on average. Conversely, Consumer Products declined sharply due to the impact of the Covid-19 shutdowns, down 15.0% organically (with an improvement throughout the second half of the year). By geography, activities in Europe strongly outperformed the rest of the Group (37.4% of revenue; down 1.4% organically), with notably solid performances in France (led by Buildings & Infrastructure and notably strong momentum on energy efficiency programs) and Eastern countries. Asia Pacific (31.0% of revenue; down 8.5% organically) was primarily affected by the lockdown measures in China in Q1 2020 across most businesses, while Australia grew over the year. Activities in the Americas (23.2% of revenue) decreased by 8.5% organically, mostly dragged down by North America (the US and Canada), while Latin America showed strong resistance (down 1.3% organically with a return to growth in the last quarter), as it continued to benefit from the successful diversification strategy towards Opex, in Power & Utilities notably. Finally, in Africa and the Middle East (8.4% of revenue), the business declined by 7.6%, driven down by the energy sector. External growth was a negative 0.4%, reflecting the impact from prior-year disposals (HSE consulting business in the US, in particular) and recent disposals (with the emissions monitoring business unit in the US) and the absence of transactions year-to-date. Currency fluctuations had a negative impact of 3.4%, mainly due to the depreciation of some emerging countries’ currencies and the USD and pegged currencies against the euro. Adjusted operating profit down 26% to EUR 615.0 million Consolidated adjusted operating profit decreased by 26.0% to EUR 615.0 million; the full year 2020 adjusted operating margin dropped 294 basis points to 13.4%, including a 23-basis-point negative impact from foreign exchange and a 7-basis point positive impact from the scope. On an organic basis, it declined by 278 basis points to 13.5%. CHANGE IN ADJUSTED OPERATING MARGIN IN PERCENTAGE AND BASIS POINTS 2019 adjusted operating margin 16.3% Organic change (278)bps Organic adjusted operating margin 13.5% Scope +7bps Adjusted operating margin at constant currency 13.6% Currency (23)bps 2020 adjusted operating margin 13.4% All business activities apart from Marine & Offshore experienced lower organic margins due to the impact of the Covid-19 shutdowns on activity. This was cushioned by strong cost containment measures (salary & recruitment freeze, reduction of travel costs and non-discretionary spend notably), government aids in some countries (especially the furlough scheme in France in the first half) and restructuring. Margins recovered well in the second half to 16.6% as many businesses saw improved operating conditions. The most affected divisional margins were those of Consumer Products and Buildings & Infrastructure, due to a sharp revenue shortfall associated with negative mix effects. Together, they represented more than three quarter of the organic decline in the Group’s margin in the full year 2020. Other operating expenses increased to EUR 207.6 million vs. EUR 110.2 million in 2019. These include: EUR 132.8 million in amortization of intangible assets resulting from acquisitions (EUR 79.8 million in 2019) due to the depreciation of intangible assets;EUR 34.6 million in write-off of non-current assets related to laboratory consolidations, and business downsizing in Consumer Products (China, Europe and the US essentially) and Agri-Food & Commodities (Australia, Latin America and the US notably);EUR 26.5 million in restructuring costs, relating chiefly to Consumer Products and commodities-related activities (EUR 24.4 million in 2019);EUR 13.7 million in net losses on disposals and acquisitions (net gains of EUR 6.0 million in 2019). Operating profit totaled EUR 407.4 million, down 43.5% from EUR 721.3 million in 2019. Adjusted EPS of EUR 0.64, down 37% year on year Net financial expenses amounted to EUR 137.8 million in full year 2020 compared with EUR 118.6 million in 2019. It reflects higher finance costs and a higher negative foreign exchange impact (EUR 22.2 million vs. EUR 10.0 million in 2019) due to the depreciation of the US dollar against the euro and the appreciation of the US dollar and the euro against most emerging country currencies. Net finance costs increased to EUR 108.2 million (vs. EUR 100.2 million in 2019), with the rise mainly attributable to the following items: i) an increase in the average debt (notably due to the November 2019 bond issue to refinance the January 2021 maturity and the drawdown of the Syndicated Loan between April and December 2020) and ii) costs arising from the early repayment during the first half of 2020 of the bilateral US Private Placements and of the fixed-rate Schuldschein tranches. Cost of debt at 2.4% versus 2.8% in 2019. Other items (including interest cost on pension plans and other financial expenses) stood at EUR 7.4 million, slightly down from EUR 8.4 million in 2019. Income tax expense totaled EUR 130.8 million in 2020, compared with EUR 210.7 million in 2019. This represents an effective tax rate (ETR) of 48.5% for the period, compared with 34.9% in 2019. The adjusted effective tax rate (ETR) is up 350 basis points at 36.6% for the period, compared with 33.1% in 2019. The increase is mainly due to the weight of taxes that are not directly calculated by reference to taxable income, such as withholding taxes and value-added contributions. Attributable net profit for the period was EUR 125.3 million, vs. a EUR 367.9 million profit in 2019. Earnings per share (EPS) stood at EUR 0.28 vs. EUR 0.83 in 2019. Adjusted attributable net profit totaled EUR 285.2 million, down 36.8% vs. EUR 451.0 million in 2019. Adjusted EPS stood at EUR 0.64, a 37.3% decrease vs. 2019. Strong free cash flow at EUR 634.2 million delivered by optimization measures Full year 2020 operating cash flow slightly decreased by 1.4% to EUR 809.1 million vs. EUR 820.4 million in 2019 (up 2.3% on an organic basis). Despite the decline in profit before income tax, the resilient performance resulted from a strong working capital requirement inflow of EUR 149.0 million, compared to a EUR 17.2 million outflow the previous year, due to a significant reduction in trade receivables notably. The Move For Cash program continued to improve operating working capital, with initiatives in place throughout the organization. The Working capital requirement (WCR) stood at EUR 280.2 million at December 31, 2020, compared to EUR 450.2 million at December 31, 2019. As a percentage of revenue, WCR decreased by 270 basis points to 6.1%, compared to 8.8% in 2019. This improvement reflects the strong mobilization across the organization on cash metrics, with initiatives under the Move For Cash program continuing to be deployed throughout the year (optimizing the “invoice to cash” process, accelerating billing and cash collection processes throughout the Group reinforced by a central task force, and monitoring cash inflows on a daily basis). Purchases of property, plant and equipment and intangible assets, net of disposals (Net Capex), amounted to EUR 88.3 million in 2020, a decrease compared to EUR 122.7 million in 2019. This showed disciplined control over the Group’s net capex-to-revenue ratio at 1.9% (focusing on maintenance essentially), down compared to the level achieved in 2019 (2.4%). Free cash flow (operating cash flow after tax, interest expenses and capex) was EUR 634.2 million, compared to EUR 617.9 million in 2019, up 2.6% year on year. On an organic basis, free cash flow reached EUR 662.6 million, up 7.2% year on year. CHANGE IN FREE CASH FLOW IN EUR MILLIONS Free cash flow at December 31, 2019 617.9 Organic change +44.7 Organic free cash flow 662.6 Scope +1.7 Free cash flow at constant currency 664.3 Currency (30.1) Free cash flow at December 31, 2020 634.2 At December 31, 2020, adjusted net financial debt was EUR 1,329.1 million, i.e., 1.80x trailing twelve-month EBITDA as defined in the calculation of the bank covenant, compared with 1.87x at December 31, 2019. The decrease in adjusted net financial debt of EUR 484.2 million vs. December 31, 2019 (EUR 1,813.3 million) reflects: Free cash flow of EUR 634.2 million;Dividend payments totaling EUR 31.8 million corresponding mainly to dividends paid to non-controlling interests and withholding taxes on intra-group dividends;Acquisitions (net) and repayment of amounts owed to shareholders, accounting for EUR 18.0 million;Lease payments (related to the application of IFRS 16), accounting for EUR 119.1 million;Other items that decreased the Group's debt by EUR 18.9 million. Proposed dividend Bureau Veritas is proposing a dividend of EUR 0.36 per share for 2020. The proposed dividend will be paid in cash. Moving forward the Group expects to propose a dividend of around 50% of its adjusted net profit. This is subject to the approval of the Combined Shareholders’ Meeting to be held on June 25, 2021 at 3:00pm at Immeuble Newtime, 40-52 Boulevard du Parc, 92200, Neuilly-sur-Seine. The dividend will be paid in cash on July 7, 2021, (shareholders on the register on July 6, 2021 will be entitled to the dividend and the share will go ex-dividend on July 5, 2021). 2021 Outlook The Group remains uniquely positioned with the diversity, the resilience of its portfolio and its numerous growth opportunities. Based on the current uncertainties around the Covid-19 pandemic and assuming no severe lockdowns in its main countries of operation, Bureau Veritas expects for the full year 2021 to: Achieve solid organic revenue growth;Improve the adjusted operating margin;Generate sustained strong cash flow. Next strategic plan In the context of the Covid-19 pandemic, the Group decided to postpone the announcement of its next strategic plan to the fourth quarter of 2021. On this occasion, Bureau Veritas will unveil the components of its financial ambition up to 2025. The Group’s strong fundamentals remain unchanged and clearly demonstrate the soundness of the ongoing strategy. Thus, while awaiting the announcement of its next strategic plan, Bureau Veritas will continue to develop the strategy initiated in 2015, which is proving to be very successful. The major strategic directions identified as growth drivers for the coming years are already the subject of action plans in all Group entities. 2025 CSR Strategy Bureau Veritas remains committed to its non-financial performance. Ahead of the next strategic plan, it presents its strategy for social and environmental responsibility up to 2025. This strategy, aligned with the United Nations' Sustainable Development Goals (UN SDGs), aims at “Shaping a Better World”. It is built upon three strategic axes: “Shaping a better workplace”, “Shaping a better environment” and “Shaping better business practices”; and three sustainability pillars: “Social & Human capital”, “Environment” and “Governance”. Strategic axes Shaping a better workplace Shaping a better environment Shaping better business practices Sustainability pillars Social & Human capital Environment Governance UN SDGs Goal 3: good health and well-being Goal 5: gender equality Goal 8: decent work and economic growth Goal 13: climate action Goal 16: peace, justice and strong institutions Bureau Veritas CSR priorities Occupational health and safety;Human rights;Access to quality essential healthcare services;Employee volunteering services. Equal remuneration for women and men;Diversity and equal opportunity; Workplace harassment;Women in leadership. Employment;Non-discrimination;Capacity building; Availability of skilled workforce. Energy efficiency;GHG emissions;Risk and opportunities due to climate change. Effective, accountable and transparent governance;Anti-corruption;Product and quality compliance;Customer privacy & cybersecurity;Responsible sourcing & Supplier ethics. Bureau Veritas' non-financial ambition through 2025 will be monitored by 17 key indicators in total, of which 5 will be communicated on a quarterly basis: Social & Human capital: Safety is an “absolute”: achieve 0.26 accident rate (TAR5); reach 35% of female representation in leadership positions6 and achieve 35 training hours per employee (per annum); Environment: Achieve 2 tons of CO2 emissions7 per employee (per annum);Governance: Reach 99% of employees trained to the Code of Ethics. Full Year 2020 Business Review MARINE & OFFSHORE IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 366.7 368.5 (0.5)% +2.2% - (2.7)% Adjusted operating profit 80.4 81.5 (1.3)% Adjusted operating margin 21.9% 22.1% (19)bps +55bps - (74)bps The Marine & Offshore business delivered a remarkable 2.2% organic revenue growth in the full year 2020 despite the Covid-19 crisis. The Group continued to deliver “essential services” which ensure business continuity to its clients across the globe. In the fourth quarter, organic revenue was slightly up (up 0.3%). The full year organic performance results mainly from: High single-digit growth in New Construction (42% of divisional revenue), notably driven by North East Asia (China and South Korea in particular);Low single-digit growth in the Core In-service activity (43% of divisional revenue), a reflection of the fleet’s modest growth and stable level of laid‑up ships. Q4 benefited from a favorable timing of inspections, notably for special surveys. The fleet classified by Bureau Veritas continued to grow in 2020 (up 0.5% on a yearly basis) led by all sectors, confirming the Group's operational excellence. At year end, it comprised 11,456 ships, representing 131,8 million of Gross Register Tonnage (GRT).High single-digit decline for Services (15% of divisional revenue, including Offshore) as they rely more on discretionary spend and as the Offshore business was penalized by a freeze in orders for FPSOs and drilling vessels in a lower oil price environment. 2020 was however marked by a significant increase in projects in the wind energy sector, both for onshore and offshore wind turbines. The Group continued to extend its portfolio of non-cyclical services. In 2020, the shipping market experienced a very sharp slowdown, with a 17% drop in worldwide new orders (in GRT) compared to 2019, although the fourth quarter showed a notable recovery (for container ships and the energy market). In that context, Bureau Veritas continued to grow its market share as it was able to capitalize on its leading position in the LNG field by offering its class services for LNG carriers, LNG refueling tankers and ships using LNG as a fuel. New orders totaled 6.1 million gross tons at December 2020 (from 6.5 million gross tons in the prior-year period). The order book, which remains very diversified, stood at 14.1 million gross tons at the end of the year, stable compared to the end 2019. During the outbreak, Marine & Offshore continued to focus on efficiency levers through digitalization and high added value services. These include new collaborative platform (3D Class, remote and augmented surveyors) and smart ships solutions. Adjusted operating margin for the year remained virtually unchanged at 21.9% on a reported basis compared to 2019, negatively impacted by FX (74 basis points). Organically, it rose 55 basis points, benefiting from the operating leverage, positive mix and operational excellence. Sustainability services Bureau Veritas delivers services to accompany its clients (shipowner, shipyard and charterer clients) by providing its technical expertise through the entire lifecycle of a vessel from design review during the building phase to classification services of low-noise ships powered by cleaner fuels (liquefied natural gas – LNG/liquefied petroleum gas – LPG). It assists its clients in the choice and the assessment of future propulsion technologies in an increasingly demanding context in terms of reducing greenhouse gas emissions. It also performs ship CO2 emissions verification and performance assessment as well as environmental inspection services (e.g. water ballast management). In 2020, the Group has strengthened its range of services related to sustainability with, in particular, the mobile version of its Praxis solution (previously available only on the Internet), which enables Hazardous Materials Inventories to be carried out, but also through the setting up of internal working groups to support the development of innovation in the context of the energy transition. AGRI-FOOD & COMMODITIES IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 1,029.6 1,168.2 (11.9)% (7.4)% +0.1% (4.6)% Adjusted operating profit 125.0 161.4 (22.6)% Adjusted operating margin 12.1% 13.8% (168)bps (119)bps (15)bps (34)bps The Agri-Food & Commodities business recorded an organic revenue decrease of 7.4% for the full year 2020, with resilient performance for both Agri-Food and Metal & Minerals. Q4 recorded a 6.9% decline. The Oil & Petrochemicals (O&P) segment (34% of divisional revenue) reported a double-digit organic decline. It stems from a slowdown in demand for TIC services in the Group’s main markets as a result of lower fuel consumption (notably for Jet / gasoline) and low oil prices. Competition in the O&P Trade market remained strong. By region, above average performance was achieved in Asia and in Europe while the activity was more severely hit in North America, primarily impacted by the closure of some unprofitable locations. Throughout the year, Bureau Veritas continued its diversification, reinforcing its market share in inspections and testing of marine cargo by deepening its geographic footprint and opening new sites. The Group’s strategy is also to develop its laboratory testing for lube oil, marine fuel and natural gas, and to manage laboratories outsourced by clients. The Metals & Minerals segment (29% of divisional revenue) demonstrated a resilient organic performance overall, led by a 2.7% growth for the Upstream-related businesses (65% of M&M). Upstream continued to record solid growth across all geographies with growth acceleration in the last quarter for both Americas (notably in Chile) and Asia Pacific regions. Gold continued to be buoyant and drove the bulk of exploration expenditures while other metals (including copper and iron ore) benefited from higher metal prices. New mine onsite lab projects (in Australia, Latin America and West Africa) came on stream or ramped up in 2020. Trade activities declined mid-single-digit organically, dragged down by all geographies apart from Australia (up double-digit organically), as it benefited from market share gains and Chinese stimulus supporting demand for steel and aluminum and driving iron ore exports to China. Agri-Food (23% of divisional revenue) recorded stable organic performance in the full year (including a slight increase in Q4), with food activities as well as agricultural testing and inspection services remaining critical to the food supply in the context of the pandemic. Double-digit organic growth was achieved in Asia, while Australia delivered low single-digit growth thanks to market share gains. The Agri Upstream business slightly declined as result of the pandemic with reduced volumes for harvest monitoring services (in Latin America and also in Europe due to heavy draught), while the Agricultural inspection activities remained strong in Brazil with exports maintained at high level for soybean, corn and sugar. The Food business delivered a solid growth (including 4.1% in the last quarter) primarily fueled by Asia. Government services (14% of divisional revenue) reported a double-digit organic decline in the full year (of which a mid-single-digit decline in the last quarter) as a result of the Covid-19 pandemic in some African countries (South Africa, Morocco and DRC notably) and in the Middle East (Saudi Arabia, Iraq). This was partially offset by the ramp-up of Single Window contracts and the VOC (Verification of Conformity) in Morocco, Kenya and Zimbabwe notably. The adjusted operating margin for the Agri-Food & Commodities business declined to 12.1%, down 119 basis points organically compared to last year due to the revenue decline (in Oil & Petrochemicals essentially) cushioned by strong cost containment measures. Sustainability services Bureau Veritas promotes transparency of product origins and quality, while supporting sustainable production. Its services provide a vital contribution to the discovery and safe, efficient extraction and distribution of natural resources to supply global needs. The Group is building transparency and promoting sustainability from farm to fork with its global, end-to-end expertise covering inspection, audit & certification, and testing services. The Group is committed to supporting responsible use of natural resources and animal welfare, as well as ensuring the reliability of complex supply chains, enabling end consumers to make informed decisions. Sustainability services notably include precision farming and crop monitoring solutions, organic food certification, responsible metal sourcing, quality assessment of biofuels for the aerospace, marine and automotive sectors. INDUSTRY IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 965.6 1,111.1 (13.1)% (6.6)% (0.4)% (6.1)% Adjusted operating profit 108.0 141.4 (23.6)% Adjusted operating margin 11.2% 12.7% (153)bps (144)bps +7bps (16)bps Industry revenue declined by 6.6% organically in the full year 2020. This performance notably reflects the benefits of the strategy of diversification towards Opex and non-Oil & Gas markets. In Q4, the decline limited to 4.5% with noticeable improvement across all end markets apart Oil & Gas. Market situations were various in the context of the Covid-19 pandemic. The Power & Utilities segment continued to be a key contributor to growth. Conversely, Oil & Gas activities dragged down the divisional performance as many projects were frozen, although their share of Group revenue has significantly reduced to 6%, of which 3% are Capex-related. By geography, full year growth was solid in China (fueled by a strong H2 recovery), Australia, and in certain European countries, including Italy while both France and Spain recovered in the last quarter. Latin America delivered a very resilient performance led primarily by Argentina, and Chile thanks to strong commercial development (P&U activities notably). The pressures on the oil industry resulted in significant declines in the US (exposed to drilling) and in the Middle East. Throughout the year, Opex-related activities (65% of divisional revenue) showed their resiliency with ensuring the continuity of services being “business critical”. The growth was fueled by the Power & Utilities segment (14%), for which Opex-related activities grew high single-digit organically (and double-digit in Q4), with the ramp-up of several contracts with various Power distribution clients (in Argentina, Brazil and Chile). The Group is now working to replicate its power field services to utilities with first success in Chile. In Oil & Gas (30% of divisional revenue), the market conditions remained very difficult: Capex-related activities declined double-digit organically, essentially attributed to Asia (with South Korea impacted by a large contract completion) and the Middle East (with projects being put on hold). The business grew however in China, Latin America (led by Peru) and in South & West Europe notably on gas-related projects. Oil opportunities remain muted while the prospects for gas-related projects are materially better. Elsewhere, business has been impacted in varying degrees. Critical infrastructure projects have continued to progress. “Non-essential” operational monitoring projects were put on hold during the lockdown period and have gradually restarted since restrictions have been lifted. Solid growth was achieved in the Chemicals sector, while Manufacturing and Transportation were slightly down. In January 2021, Bureau Veritas and the Alternative Energies and Atomic Energy Commission (CEA), executed the first validation of smart contracts by formal proof for the digital solution with the startup ENGIE TEO (The Energy Origin), reinforcing clients’ confidence on the origin of the green energy consumed. In the medium term, the Group will strongly benefit from the growth opportunities related to renewables and alternative energies. In Brazil, for instance, the Group won a contract with NEBRAS Power / Canadian Solar to perform owners engineering services for two of their solar power plants. The European Green Deal will accelerate previously identified trends towards energy transition and targets of carbon neutrality. Adjusted operating margin for the year was 11.2%, down 153 basis points from 12.7% in 2019. It was attributed to the revenue decline (Q2-centric), the continuing negative mix effect with the strong ramp-up of large Opex contracts and mobilization costs, while mitigated by cost actions and the US disposal. Sustainability services Bureau Veritas supports its clients to meet today’s energy needs while building a low carbon future. Present all along the value chain, from design, construction to operations, the Group helps to ensure quality and integrity, minimize environmental impact, prevent accidents, and protect people and local communities across all sectors. The Group’s numerous fields of expertise and knowledge of innovative technologies enables it to help clients assess their current carbon footprint, identify areas for improvement, and monitor, quantify and limit emissions. Sustainability services notably include ageing assets decommissioning environmental control, onshore & offshore wind lifecycle solutions, carbon footprint and fugitive emissions monitoring, power-to-X & hydrogen assurance. BUILDINGS & INFRASTRUCTURE IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 1,314.1 1,379.2 (4.7)% (1.7)% (1.5)% (1.5)% Adjusted operating profit 144.7 209.7 (31.0)% Adjusted operating margin 11.0% 15.2% (420)bps (437)bps +31bps (14)bps Buildings & Infrastructure (B&I) revenue declined by 4.7% in the full year 2020 with a 1.5% negative impact from external growth (reflecting the disposal of the US HSE consulting business in June 2019). Organically, despite the Covid-19 related shutdowns across many of the Group’s operations, the business proved to be very robust supported by three growth platforms across different geographies (Europe, Asia Pacific and North America). It resulted in an organic revenue decline of 1.7%. In Q4, organic revenue grew 2.8% confirming the gradual recovery of the activity observed since Q3. Solid growth was achieved for the Buildings In-service activities (60% of divisional revenue), led by France, the US and China, benefiting in the second half from a catch-up of regulatory driven activities not delivered during H1. Conversely, Construction-related activities (40% of divisional revenue) declined significantly across most countries. In its largest European market (58% of divisional revenue), the Group recorded low single-digit organic revenue growth primarily led by France (46% of divisional revenue, up mid-single-digit organically). It strongly benefited from the execution of its healthy backlog of Opex-related works (around three-quarters of the French business) and growth in energy efficiency programs services. In the second half, it also reflects a catch-up of regulatory-driven business primary led by HSE. Throughout the year Capex‑related works remained under pressure, with many projects being paused. Italy and the Netherlands recorded low single-digit growth fueled by specific projects. In the medium term, the Group expects to benefit from the numerous investment programs in the EU (including the Green deal in France and in other European countries sch as Germany) aiming at supporting the green economy. In Asia Pacific (22% of divisional revenue), revenue declined high single-digit organically, dragged down by the Q1 lockdown in China (with a decline of 46.6%) which led to a full year decline of 6.6% mitigated by improving trends since Q2. Looking forward, Bureau Veritas expects to continue benefiting from the Chinese government’s support to the domestic economy through long term infrastructure spending. In Japan, the activity suffered from weak Capex trends in the Covid-19 context despite resilient Opex-related activities. In the Americas (17% of divisional revenue), a mid-single-digit organic decline was recorded primarily due to Latin America (down double-digit, led by Colombia and Mexico despite resilient performances elsewhere), while the United States (negative 4.5% organic growth) showed good resilience (including return to growth in Q4) as it continued to benefit from strong dynamics in data center commissioning services (up 14.4%), offsetting some weaker markets disturbed by the Covid-19. Since Q2, the Group’s clients accelerated data center commissioning requirements to support the increase in homebased working. The new mobility, in particular electrical vehicles, have created a new area for sustainability services, which is currently growing rapidly. In Q4 2020, the Group launched a full range of services dedicated to Electrical Vehicle Charging Stations, which bring value to owners and operators in terms of quality, safety, security and performance from the design phase and permitting stages to the testing & operation stage. Several contracts were won during the year across many countries (US, UK and France). Adjusted operating margin for the year declined by 420 basis points to 11.0%, due to revenue decline, in China in Q1 and elsewhere in Q2 (related to the lockdown measures), significant negative mix effects and limited resources adjustments during H1 given the healthy backlog. Sustainability services Bureau Veritas helps its clients to ensure that assets are sustainable, sound, efficient, safe and built to last. The Sustainability services developed by Bureau Veritas address the whole value chain: from preliminary studies (environmental impact assessment), through construction (green construction site monitoring, Health and safety coordination at construction), until operations (environmental performance and carbon footprint monitoring). The Group is providing Consulting services for the most widespread Green building labels and schemes (LEED, BREEAM, HQE). It is also present, through its expert network, in all fields related to the environment: air pollution, noise, waste water, solid waste, biodiversity, social impact. CERTIFICATION IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 339.6 370.5 (8.3)% (6.2)% +0.3% (2.4)% Adjusted operating profit 53.7 64.5 (16.7)% Adjusted operating margin 15.8% 17.4% (161)bps (132)bps - (29)bps Certification activity recorded an organic decline of 6.2% in the full year 2020, with a strong pick up in the second half (up 9.0% including 10.7% in the fourth quarter), partly offsetting the severe decline experienced in the first half (down 21.9%) due to the Covid-19 outbreak impact. First half was heavily impacted by the lockdown measures and travel restrictions imposed in many countries which led to many audits’ postponements and class-room training cancellations. Thanks to the implementation of remote audits and virtual training, the Group has been able to limit the impact of the Covid-19 crisis. Remote audits represented on average 15% of the audits delivered during the year (with a peak to 33% in March and April 2020). Activity levels strongly recovered in the second half as they mainly benefited from a catch-up of H1 postponed audits (notably for QHSE, Food and Transportation schemes) and also from the success of new services developed including “Restart Your Business with BV”. In the second quarter, the Group has developed a “BioSafety” Management System and a “Safeguard” Label to demonstrate that the companies have defined the processes to manage biohazard risks and implemented the measures to protect their clients and employees. Many contracts were signed with clients across different sectors, including hospitality and restaurants, airlines, banks, shopping centers or the public sector. This suite of solutions saw a strong momentum since Q2. In 2020, most geographies experienced negative organic trends with few exceptions (Argentina, Canada, Vietnam and Australia). Europe performed above the divisional average (led by the Nordics and Southern Europe) while Americas and Africa were below. In the last quarter, most countries delivered growth with double-digit growth experienced in Latin America (led by Argentina, Brazil and Columbia), Canada, Australia and most Asian countries (of which Japan) as well as European countries (including Germany). Within the Group’s portfolio, Supplier audits were severely hit due to postponements from clients as audits were postponed and certificates validity was delayed. Training services were the most severely impacted with the cancellation of face-to-face training sessions, replaced in some cases by virtual training. Double‑digit organic growth was achieved in Client Operations Audits and Organic Food certification while Food Safety, Automotive & Railways, Sustainability & CSR services, Wood management and Service certification showed strong resilience (fueled by a stellar recovery in the fourth quarter). The Group’s portfolio diversification continued with new products development stable in the full year 2020 compared to the prior year. The Group’s new offerings in the digital field include Information security and Data protection linked to the European GDPR and the ISO 27701:2019 standard on privacy information management. Adjusted operating margin for the full year declined to 15.8%. This reflects a 132 basis points organic decrease led by negative growth and mix (solely in H1) cushioned by both a flexible cost base and a strong H2 recovery (with very healthy margin reaching 21.6%). Sustainability services Bureau Veritas helps companies verify their energy efficiency, carbon and environmental footprint, greenhouse gas emissions, social responsibility commitments and sustainability reports. To demonstrate companies’ contribution to the fight against climate change, Bureau Veritas offers Certification services for renewable and bio energy and Energy Management Systems and verifies the greenhouse gas emissions to demonstrate the companies’ carbon footprint, carbon offsetting and Net Zero Emissions target achievement. To support companies’ responsible supply chain, the Group has a large portfolio of services for responsible sourcing in food and seafood, forestry and wood, metals and minerals, pharmaceuticals and biomaterials. Bureau Veritas has also developed responsible production services for raw materials, water and waste management, to help companies evolve toward a Circular Economy model. Sustainability services notably include supplier audits and risk mapping analysis, responsible sourcing assessment (biofuel, agri-food, forestry, metals, minerals, etc.), environmental & energy management systems certification, social accountability audits, assurance of CSR & sustainability reporting. CONSUMER PRODUCTS IN EUR MILLIONS 2020 2019 CHANGE ORGANIC SCOPE CURRENCY Revenue 585.4 702.2 (16.6)% (15.0)% +0.1% (1.7)% Adjusted operating profit 103.2 173.0 (40.3)% Adjusted operating margin 17.6% 24.6% (701)bps (685)bps +2bps (18)bps The Consumer Products business was the most affected business within the Group’s portfolio as the result of the Covid-19 crisis and the associated general lockdowns observed in multiple countries, starting in China in Q1 2020. It recorded organic revenue down by 15.0% in the full year 2020, strongly impacted in the first half (down 20.8%) while improving in the second half (down 9.6%). Q4 organic revenue declined by 8.1% and confirmed the gradual improvement seen in Q3, with better trends for Electrical & Electronics notably. By geography, robust growth was achieved in South East Asia (led by Vietnam, Cambodia, Indonesia and Thailand essentially) and strong in Middle East & Africa. Conversely, activity levels remained weak in China, Europe and the US. Softlines (33% of divisional revenue) performed below the divisional average, dragged down by most geographies apart some countries in South East Asia. Activity levels were impacted by the disruption caused by the lockdown measures in China in Q1 and elsewhere in Q2, notably in South Asia and South East Asia while it saw some improvement towards the end of the year. The activity in China continued to suffer from difficult trading conditions with large US retailers, and the effects of further bankruptcies. In the long run, the Group expects to continue to benefit from an accelerated sourcing shift out of China as well as solid momentum in South and South East Asia and from new geographies (including Latin America). In February 2021, the Group signed the acquisition of a Chinese softlines testing business focusing on domestic brands and e-shops. This supports its aim to accelerate its development in the Chinese market. Hardlines (12% of divisional revenue) performed below the divisional average, with a mixed performance by region: strong growth in South Asia and South East Asia (fueled by Vietnam and India) benefiting from the sourcing shift out of China for small apparels and do-it-yourself products, and very weak trends in China and in the US due to a reduced level of new product launches. Toys (7% of divisional revenue) remained under pressure owing to reduced activity amongst key clients. Conversely, inspection and Audit services (13% of divisional revenue) proved to be very resilient with solid growth in Asia notably, benefiting from increased demand for social and safety inspection and audit services to ensure supply chain compliance with regulations in force, but also the commitments made by brands in terms of social and environmental responsibility. Lastly, Electrical & Electronics (35% of divisional revenue, E&E) performed better than the divisional average, with more resilient performance in Mobile testing (wireless technologies / Internet of Things (IoT) products) while very challenging in Automotive (reliability testing and homologation services), dragged down by China. Growth was achieved in South Korea and Latin America while it was significantly negative in the US, China and in Europe. In Asia, 5G-related products/infrastructures showed good momentum with the Group’s Asian test platforms (South Korea and Taiwan in particular) fully operational since the first half of 2020 and supplemented by capacities in the US in H2. In 2021, Bureau Veritas will continue to invest in 5G technology test equipment to take full advantage of this development opportunity. Adjusted operating margin for the full year strongly decreased to 17.6% (down 701 basis points) attributed to the effect of high revenue decline and limited cost adjustment in Q1 mitigated by restructuring measures from Q2 2020. H2 margin strongly recovered to 25.2% (up 56 basis points) led by several cost reduction actions. Sustainability services Bureau Veritas helps its clients to provide high quality, safe, sustainable and compliant products (toys, softlines, hardlines), connected devices and electrical & electronics products. The Group helps both online and traditional retailers, as well as brands, to manage their risks all along the supply chain, and to validate and improve product performance. The Group offers various services to its clients, such as assistance in managing chemical waste throughout their supply chain. It also supports its clients by offering product life cycle analyses and eco-design. To this end, the Group issues the “Footprint Progress” certification label to distinguish eco-designed products. Sustainability services notably include social and ethical audits of supply chains, supply chain quality improvement program, regulatory compliance and verification of product performance. Presentation Full year 2020 results will be presented on Thursday, February 25, 2021, at 3:00 p.m. (Paris time)A video conference will be webcast live. Please connect to: Link to video conferenceThe presentation slides will be available on: https://group.bureauveritas.comAll supporting documents will be available on the websiteLive dial-in numbers: - France: +33 (0)1 70 37 71 66 - UK: +44 (0)33 0551 0200 - US: +1 212 999 6659 - International: +44 (0)33 0551 0200 - Password: Bureau Veritas 2021 Financial Calendar Q1 2021 revenue: April 22, 2021Shareholders’ Meeting: June 25, 2021H1 2021 Results: July 28, 2021Q3 2021 revenue: October 26, 2021Digital Investor Day: Q4 2021 About Bureau Veritas Bureau Veritas is a world leader in laboratory testing, inspection and certification services. Created in 1828, the Group has 75,000 employees located in more than 1,600 offices and laboratories around the globe. Bureau Veritas helps its clients improve their performance by offering services and innovative solutions in order to ensure that their assets, products, infrastructure and processes meet standards and regulations in terms of quality, health and safety, environmental protection and social responsibility.Bureau Veritas is listed on Euronext Paris and belongs to the Next 20 index.Compartment A, ISIN code FR 0006174348, stock symbol: BVI.For more information, visit www.bureauveritas.com, and follow us on Twitter (@bureauveritas) and LinkedIn. Our information is certified with blockchain technology.Check that this press release is genuine at www.wiztrust.com. ANALYST/INVESTOR CONTACTS MEDIA CONTACTS Laurent Brunelle Véronique Gielec +33 (0)1 55 24 76 09 +33 (0)1 55 24 76 01 firstname.lastname@example.org email@example.com Florent Chaix DGM Conseil +33 (0)1 55 24 77 80 +33 (0)1 40 70 11 89 firstname.lastname@example.org email@example.com@dgm-conseil.fr This press release (including the appendices) contains forward-looking statements, which are based on current plans and forecasts of Bureau Veritas’ management. Such forward-looking statements are by their nature subject to a number of important risk and uncertainty factors such as those described in the Universal Registration Document (“Document d’enregistrement universel”) filed by Bureau Veritas with the French Financial Markets Authority (“AMF”) that could cause actual results to differ from the plans, objectives and expectations expressed in such forward-looking statements. These forward-looking statements speak only as of the date on which they are made, and Bureau Veritas undertakes no obligation to update or revise any of them, whether as a result of new information, future events or otherwise, according to applicable regulations. Appendix 1: Q4 and Full year 2020 Revenue by business IN EUR MILLIONS Q4 / FY 2020 Q4 / FY 2019 CHANGE ORGANIC SCOPE CURRENCY Marine & Offshore 92.4 96.2 (4.0)% +0.3% - (4.3)% Agri-Food & Commodities 260.0 300.6 (13.5)% (6.9)% - (6.6)% Industry 256.9 295.3 (13.0)% (4.5)% (0.9)% (7.6)% Buildings & Infrastructure 375.1 377.0 (0.5)% +2.8% (0.7)% (2.6)% Certification 109.1 102.4 +6.5% +10.7% - (4.2)% Consumer Products 158.7 180.9 (12.3)% (8.1)% +0.1% (4.3)% Total Q4 revenue 1,252.2 1,352.4 (7.4)% (2.0)% (0.4)% (5.0)% Marine & Offshore 366.7 368.5 (0.5)% +2.2% - (2.7)% Agri-Food & Commodities 1,029.6 1,168.2 (11.9)% (7.4)% +0.1% (4.6)% Industry 965.6 1,111.1 (13.1)% (6.6)% (0.4)% (6.1)% Buildings & Infrastructure 1,314.1 1,379.2 (4.7)% (1.7)% (1.5)% (1.5)% Certification 339.6 370.5 (8.3)% (6.2)% +0.3% (2.4)% Consumer Products 585.4 702.2 (16.6)% (15.0)% +0.1% (1.7)% Total Full Year revenue 4,601.0 5,099.7 (9.8)% (6.0)% (0.4)% (3.4)% Appendix 2: 2020 Revenue by quarter 2020 REVENUE BY QUARTER IN EUR MILLIONS Q1 Q2 Q3 Q4 Marine & Offshore 94.4 90.6 89.3 92.4 Agri-Food & Commodities 272.7 244.4 252.5 260.0 Industry 253.3 220.3 235.1 256.9 Buildings & Infrastructure 318.2 293.2 327.6 375.1 Certification 76.6 65.4 88.5 109.1 Consumer Products 124.3 147.1 155.3 158.7 Total revenue 1,139.5 1,061.0 1,148.3 1,252.2 Appendix 3: Adjusted operating profit and margin by business ADJUSTED OPERATING PROFIT ADJUSTED OPERATING MARGIN 2020 2019 CHANGE (%) 2020 2019 CHANGE IN EUR MILLIONS (BASIS POINTS) Marine & Offshore 80.4 81.5 (1.3)% 21.9% 22.1% (19) Agri-Food & Commodities 125.0 161.4 (22.6)% 12.1% 13.8% (168) Industry 108.0 141.4 (23.6)% 11.2% 12.7% (153) Buildings & Infrastructure 144.7 209.7 (31.0)% 11.0% 15.2% (420) Certification 53.7 64.5 (16.7)% 15.8% 17.4% (161) Consumer Products 103.2 173.0 (40.3)% 17.6% 24.6% (701) Total Group 615.0 831.5 (26.0)% 13.4% 16.3% (294) Appendix 4: Extracts from the FULL year consolidated financial statements Extracts from the full year consolidated financial statements audited and approved on February 24, 2021 by the Board of Directors. The audit procedures for the full year accounts have been undertaken and the Statutory Auditors’ report has been published. CONSOLIDATED INCOME SATEMENT IN EUR MILLIONS 2020 2019 Revenue 4,601.0 5,099.7 Purchases and external charges (1,350.3) (1,438.3) Personnel costs (2,343.5) (2,596.8) Taxes other than on income (45.0) (45.8) Net (additions to)/reversals of provisions (72.5) (9.2) Depreciation and amortization (362.9) (305.3) Other operating income and expense, net (19.4) 17.0 Operating profit 407.4 721.3 Share of profit of equity-accounted companies 0.1 0.6 Operating profit after share of profit of equity-accounted companies 407.5 721.9 Income from cash and cash equivalents 7.1 2.1 Finance costs, gross (115.3) (102.3) Finance costs, net (108.2) (100.2) Other financial income and expense, net (29.6) (18.4) Net financial expense (137.8) (118.6) Profit before income tax 269.7 603.3 Income tax expense (130.8) (210.7) Net income (loss) from continuing operations - - Net income (loss) from discontinued operations - - Net profit 138.9 392.6 Non-controlling interests 13.6 24.7 Attributable net profit 125.3 367.9 Earnings per share (in euros): Basic earnings per share 0.28 0.83 Diluted earnings per share 0.28 0.83 CONSOLIDATED STATEMENT OF FINANCIAL POSITION IN EUR MILLIONS DEC. 31, 2020 DEC. 31, 2019 Goodwill 1,942.9 2,075.1 Intangible assets 427.3 611.1 Property, plant and equipment 348.8 444.9 Right-of-use assets 375.7 369.0 Non-current financial assets 105.7 118.3 Deferred income tax assets 136.6 132.1 Total non-current assets 3,337.0 3,750.5 Trade and other receivables 1,332.7 1,520.0 Contract assets 232.1 226.0 Current income tax assets 46.1 47.0 Derivative financial instruments 6.7 4.4 Other current financial assets 17.0 23.4 Cash and cash equivalents 1,594.5 1,477.8 Total current assets 3,229.1 3,298.6 Assets held for sale - - TOTAL ASSETS 6,566.1 7,049.1 Share capital 54.2 54.2 Retained earnings and other reserves 1,183.8 1,209.6 Equity attributable to owners of the Company 1,238.0 1,263.8 Non-controlling interests 47.7 58.3 Total equity 1,285.7 1,322.1 Non-current borrowings and financial debt 2,376.2 2,918.5 Non-current lease liabilities 320.4 326.0 Derivative financial instruments - - Other non-current financial liabilities 91.4 115.7 Deferred income tax liabilities 84.4 122.9 Pension plans and other long-term employee benefits 197.7 192.8 Provisions for other liabilities and charges 92.5 72.2 Total non-current liabilities 3,162.6 3,748.1 Trade and other payables 1,089.6 1,098.6 Contract liabilities 194.9 197.2 Current income tax liabilities 125.8 137.4 Current borrowings and financial debt 550.5 369.0 Current lease liabilities 99.3 92.6 Derivative financial instruments 3.6 4.9 Other current financial liabilities 54.1 79.2 Total current liabilities 2,117.8 1,978.9 Liabilities held for sale - - TOTAL EQUITY AND LIABILITIES 6,566.1 7,049.1 CONSOLIDATED STATEMENT OF CASH FLOWS IN EUR MILLIONS 2020 2019 Profit before income tax 269.7 603.3 Elimination of cash flows from financing and investing activities 140.1 134.9 Provisions and other non-cash items 48.7 (13.4) Depreciation, amortization and impairment 362.9 305.2 Movements in working capital requirement attributable to operations 149.0 (17.2) Income tax paid (161.3) (192.4) Net cash generated from operating activities 809.1 820.4 Acquisitions of subsidiaries (20.8) (69.9) Proceeds from sales of subsidiaries and businesses 4.5 7.9 Purchases of property, plant and equipment and intangible assets (98.4) (127.9) Proceeds from sales of property, plant and equipment and intangible assets 10.1 5.2 Purchases of non-current financial assets (25.2) (18.3) Proceeds from sales of non-current financial assets 29.5 12.8 Change in loans and advances granted 2.7 (5.3) Dividends received from equity-accounted companies 0.1 1.3 Net cash used in investing activities (97.5) (194.2) Capital increase 2.7 3.1 Purchases/sales of treasury shares 8.8 14.5 Dividends paid (31.8) (97.3) Increase in borrowings and other debt 790.5 719.9 Repayment of borrowings and other debt (1,123.5) (608.5) Repayment of amounts owed to shareholders (1.7) (36.5) Repayment of lease liabilities and interest (119.1) (109.0) Interest paid (86.6) (79.8) Net cash generated from (used in) financing activities (560.7) (193.6) Impact of currency translation differences (29.6) (1.5) Impact of changes in accounting method - - Net increase (decrease) in cash and cash equivalents 121.3 431.1 Net cash and cash equivalents at beginning of the period 1,465.7 1,034.6 Net cash and cash equivalents at end of the period 1,587.0 1,465.7 o/w cash and cash equivalents 1,594.5 1,477.8 o/w bank overdrafts (7.5) (12.1) Appendix 5: Detailed net financial expense NET FINANCIAL EXPENSE IN EUR MILLIONS 2020 2019 Finance costs, net (108.2) (100.2) Foreign exchange gains/(losses) (22.2) (10.0) Interest cost on pension plans (2.9) (4.4) Other (4.5) (4.0) Net financial expense (137.8) (118.6) Appendix 6: Alternative performance indicators ADJUSTED OPERATING PROFIT IN EUR MILLIONS 2020 2019 Operating profit 407.4 721.3 Amortization of intangible assets resulting from acquisitions 132.8 79.8 Impairment and retirement of non-current assets 34.6 - Restructuring costs 26.5 24.4 Acquisitions and disposals 13.7 6.0 Impairment of goodwill - - Total adjustment items 207.6 110.2 Adjusted operating profit 615.0 831.5 CHANGE IN ADJUSTED OPERATING PROFIT IN EUR MILLIONS 2019 adjusted operating profit 831.5 Organic change (182.2) Organic adjusted operating profit 649.3 Scope (0.3) Adjusted operating profit at constant currency 649.0 Currency (34.0) 2020 adjusted operating profit 615.0 ADJUSTED EFFECTIVE TAX RATE IN EUR MILLIONS 2020 2019 Profit before income tax 269.7 603.3 Income tax expense (130.8) (210.7) ETR(a) 48.5% 34.9% Adjusted ETR 36.6% 33.1% (a) Effective tax rate (ETR) = Income tax expense / Profit before income tax ATTRIBUTABLE NET PROFIT IN EUR MILLIONS 2020 2019 Attributable net profit 125.3 367.9 EPS(a) (€ per share) 0.28 0.83 Adjustment items 207.6 110.2 Net profit (loss) from operations to be sold - - Tax impact on adjustment items (43.8) (25.4) Non-controlling interest on adjustment items (3.9) (1.7) Adjusted attributable net profit 285.2 451.0 Adjusted EPS(a) (€ per share) 0.64 1.02 (a) Calculated using the weighted average number of shares: 448,616,542 in 2020 and 442,259,428 in 2019 CHANGE IN ADJUSTED ATTRIBUTABLE NET PROFIT IN EUR MILLIONS 2019 adjusted attributable net profit 451.0 Organic change and scope (142.7) Adjusted attributable net profit at constant currency 308.3 Currency (23.1) 2020 adjusted attributable net profit 285.2 FREE CASH FLOW IN EUR MILLIONS 2020 2019 Net cash generated from operating activities (operating cash flow) 809.1 820.4 Net purchases of property, plant and equipment and intangible assets (88.3) (122.7) Interest paid (86.6) (79.8) Free cash flow 634.2 617.9 CHANGE IN NET CASH GENERATED FROM OPERATING ACTIVITIES IN EUR MILLIONS Net cash generated from operating activities at December 31, 2019 820.4 Organic change +19.0 Organic net cash generated from operating activities 839.4 Scope +2.2 Net cash generated from operating activities at constant currency 841.6 Currency (32.5) Net cash generated from operating activities at December 31, 2020 809.1 ADJUSTED NET FINANCIAL DEBT IN EUR MILLIONS DEC. 31, 2020 DEC. 31, 2019 Gross financial debt 2,926.7 3,287.5 Cash and cash equivalents 1,594.5 1,477.8 Consolidated net financial debt 1,332.2 1,809.7 Currency hedging instruments (3.1) 3.6 Adjusted net financial debt 1,329.1 1,813.3 Appendix 7: Definition of alternative performance indicators and reconciliation with IFRS The management process used by Bureau Veritas is based on a series of alternative performance indicators, as presented below. These indicators were defined for the purposes of preparing the Group’s budgets and internal and external reporting. Bureau Veritas considers that these indicators provide additional useful information to financial statement users, enabling them to better understand the Group’s performance, especially its operating performance. Some of these indicators represent benchmarks in the testing, inspection and certification (“TIC”) business and are commonly used and tracked by the financial community. These alternative performance indicators should be seen as a complement to IFRS-compliant indicators and the resulting changes. GROWTH Total revenue growth The total revenue growth percentage measures changes in consolidated revenue between the previous year and the current year. Total revenue growth has three components: organic growth;impact of changes in the scope of consolidation (scope effect);impact of changes in exchange rates (currency effect). Organic growth The Group internally monitors and publishes “organic” revenue growth, which it considers to be more representative of the Group’s operating performance in each of its business sectors. The main measure used to manage and track consolidated revenue growth is like-for-like, or organic growth. Determining organic growth enables the Group to monitor trends in its business excluding the impact of currency fluctuations, which are outside of Bureau Veritas’ control, as well as scope effects, which concern new businesses or businesses that no longer form part of the business portfolio. Organic growth is used to monitor the Group’s performance internally. Bureau Veritas considers that organic growth provides management and investors with a more comprehensive understanding of its underlying operating performance and current business trends, excluding the impact of acquisitions, divestments (outright divestments as well as the unplanned suspension of operations – in the event of international sanctions, for example) and changes in exchange rates for businesses exposed to foreign exchange volatility, which can mask underlying trends. The Group also considers that separately presenting organic revenue generated by its businesses provides management and investors with useful information on trends in its industrial businesses, and enables a more direct comparison with other companies in its industry. Organic revenue growth represents the percentage of revenue growth, presented at Group level and for each business, based on constant scope of consolidation and exchange rates over comparable periods: constant scope of consolidation: data are restated for the impact of changes in the scope of consolidation over a 12‑month period;constant exchange rates: data for the current year are restated using exchange rates for the previous year. Scope effect To establish a meaningful comparison between reporting periods, the impact of changes in the scope of consolidation is determined: for acquisitions carried out in the current year: by deducting from revenue for the current year revenue generated by the acquired businesses in the current year;for acquisitions carried out in the previous year: by deducting from revenue for the current year revenue generated by the acquired businesses in the months in the previous year in which they were not consolidated;for disposals and divestments carried out in the current year: by deducting from revenue for the previous year revenue generated by the disposed and divested businesses in the previous year in the months of the current year in which they were not part of the Group;for disposals and divestments carried out in the previous year, by deducting from revenue for the previous year revenue generated by the disposed and divested businesses in the previous year prior to their disposal/divestment. Currency effect The currency effect is calculated by translating revenue for the current year at the exchange rates for the previous year. ADJUSTED OPERATING PROFIT AND ADJUSTED OPERATING MARGIN Adjusted operating profit and adjusted operating margin are key indicators used to measure the performance of the business, excluding material items that cannot be considered inherent to the Group’s underlying intrinsic performance owing to their nature. Bureau Veritas considers that these indicators, presented at Group level and for each business, are more representative of the operating performance in its industry. Adjusted operating profit Adjusted operating profit represents operating profit prior to adjustments for the following: amortization of intangible assets resulting from acquisitions;impairment of goodwill;impairment and retirement of non-current assets;gains and losses on disposals of businesses and other income and expenses relating to acquisitions (fees and costs on acquisitions of businesses, contingent consideration on acquisitions of businesses);restructuring costs. When an acquisition is carried out during the financial year, the amortization of the related intangible assets is calculated on a time proportion basis. Since a measurement period of 12 months is allowed for determining the fair value of acquired assets and liabilities, amortization of intangible assets in the year of acquisition may, in some cases, be based on a temporary measurement and be subject to minor adjustments in the subsequent reporting period, once the definitive value of the intangible assets is known. Organic adjusted operating profit represents operating profit adjusted for scope and currency effects over comparable periods: at constant scope of consolidation: data are restated based on a 12-month period;at constant exchange rates: data for the current year are restated using exchange rates for the previous year. The scope and currency effects are calculated using a similar approach to that used for revenue for each component of operating profit and adjusted operating profit. Adjusted operating margin Adjusted operating margin expressed as a percentage represents adjusted operating profit divided by revenue. Adjusted operating margin can be presented on an organic basis or at constant exchange rates, thereby, in the latter case, providing a view of the Group’s performance excluding the impact of currency fluctuations, which are outside of Bureau Veritas’ control. ADJUSTED EFFECTIVE TAX RATE The effective tax rate (ETR) represents income tax expense divided by the amount of pre-tax profit. The adjusted effective tax rate (adjusted ETR) represents income tax expense adjusted for the tax effect on adjustment items divided by pre-tax profit before taking into account the adjustment items (see adjusted operating profit definition). ADJUSTED NET PROFIT Adjusted attributable net profit Adjusted attributable net profit is defined as attributable net profit adjusted for adjustment items (see adjusted operating profit definition) and for the tax effect on adjustment items. Adjusted attributable net profit excludes non-controlling interests in adjustment items and only concerns continuing operations. Adjusted attributable net profit can be presented at constant exchange rates, thereby providing a view of the Group’s performance excluding the impact of currency fluctuations, which are outside of Bureau Veritas’ control. The currency effect is calculated by translating the various income statement items for the current year at the exchange rates for the previous year. Adjusted attributable net profit per share Adjusted attributable net profit per share (adjusted EPS or earnings per share) is defined as adjusted attributable net profit divided by the weighted average number of shares in the period. FREE CASH FLOW Free cash flow represents net cash generated from operating activities (operating cash flow), adjusted for the following items: purchases of property, plant and equipment and intangible assets;proceeds from disposals of property, plant and equipment and intangible assets;interest paid. Net cash generated from operating activities is shown after income tax paid. Organic free cash flow represents free cash flow at constant scope and exchange rates over comparable periods: at constant scope of consolidation: data are restated based on a 12-month period;at constant exchange rates: data for the current year are restated using exchange rates for the previous year. The scope and currency effects are calculated using a similar approach to that used for revenue for each component of net cash generated from operating activities and free cash flow. FINANCIAL DEBT Gross debt Gross debt (or gross finance costs/financial debt) represents bank loans and borrowings plus bank overdrafts. Net debt Net debt (or net finance costs/financial debt) as defined and used by the Group represents gross debt less cash and cash equivalents. Cash and cash equivalents comprise marketable securities and similar receivables as well as cash at bank and on hand. Adjusted net debt Adjusted net debt (or adjusted net finance costs/financial debt) as defined and used by the Group represents net debt taking into account currency and interest rate hedging instruments. CONSOLIDATED EBITDA Consolidated EBITDA represents net profit before interest, tax, depreciation, amortization and provisions, adjusted for any entities acquired over the last 12 months. Consolidated EBITDA is used by the Group to track its bank covenants. 1 Alternative performance indicators are presented, defined and reconciled with IFRS in appendices 6 and 7 of this press release. 2 Proposed dividend, subject to Shareholders’ Meeting approval on June 25, 2021. 3 In order to ensure the health and safety of its employees, service providers and shareholders, and also to preserve shareholders’ rights to participate in the Annual General Meeting (AGM), Bureau Veritas announced on March 13, 2020, its decision to postpone the date of the AGM initially set on Thursday, May 14, 2020 to Friday, June 26, 2020. As per the latest health recommendations, the Group held its AGM behind closed doors. Dividend was initially due to be proposed to the June 26, 2020 Annual General Meeting called to approve the financial statements for the year ended December 31, 2019 4 At December 31, 2020, on the basis of the gross debt adjusted for 2021 maturity for an amount of EUR 500 million refinanced during 2019 5 TAR: Total Accident Rate (number of accidents with and without lost time x 200,000/number of hours worked). 6 Proportion of Women from Executive Committee to Band III (internal grade i.e. “management” or “leadership” position) in the Group (number of Women in full-time equivalent in the leadership position scope/total full-time equivalent in leadership position scope). 7 Greenhouse gas emissions from offices and laboratories, tons of CO2 equivalent per employee per year for Scope 1, 2 and 3 (emissions related to business travels). Attachment 20210225_Press Release Full year 2020 results