solutions30-2022-12-31-en


	// OUR SOLUTIONS


	Solutions30 \| 2022 Annual Report		4


	// OUR SERVICES

We offer rapid-response

multi-technology services to

help accelerate the digital

transformation and the

energy transition.

A true stakeholder in the digital and green revolutions,

Solutions30 connects businesses and individuals to networks,

installs and maintains digital equipment, and supports end

users.

Solutions30 helps its customers, many of whom are major

international groups, to speed up roll-out and adoption times

for new technologies, offering end users a more fluid and

seamless experience.

MAINTENANCE &

SUPPORT

Preventative and curative

maintenance, user support

MANAGEMENT

SERVICES

User experience, quality control,

process automation

Dedicated services for

broadband and ultra-fast

internet

• Fixed-line networks

• Subscriber connections

• Mobile networks

Dedicated services for

installing and maintaining

energy infrastructure and

equipment

• Clean energy

• Smart cities & smart

buildings

• Infrastructure & networks

Dedicated services for

installing and

maintaining digital

equipment

• Information technology

• Networks

• Technical facility

management

• Payment solutions

CONNECTIVITY

ENERGY

TECHNOLOGY

DEPLOYMENT &

INTEGRATION

Equipment installation and

integration, network roll-outs and

updates, end user call-outs

CONSULTING

Studies, auditing, planning,

optimization, and follow-up


	Solutions30 \| 2022 Annual Report		5


	// HISTORIC EUROPEAN GROWTH

A strong presence across Europe

Solutions30 technicians work directly with users

(individuals or companies) on behalf of the large

groups they represent. They are the key to

creating a positive user experience and

managing the customer relationship.

The density of the Solutions30 network ensures

that the right technician is available in the right

place, at the right time, and at the best price,

while supporting the most demanding roll-out

schedules.

EXPERT TECHNICIANS

15,000

Solid technical platform, the

backbone of what makes the group

efficient

Since its creation in 2003, Solutions30 has

proven itself a trusted partner for major

technology and energy companies.

The organization combines growth and

operational efficiency by using an IT platform

that ensures the right skills are available in the

right place, at the right time and at the best

price.

Between 1 and 2% of revenue is invested in this

platform every year and has been since the

group was founded.

GROUP FOUNDED: 2003

2022 REVENUE:

€904.6 million

AVERAGE ANNUAL GROWTH

SINCE

2007 : 25%

CALL-OUTS:

DAILY

+ 80,000

SINCE 2003

+ 65 millions


	Solutions30 \| 2022 Annual Report		6


	// GOVERNANCE \| SUPERVISORY BOARD

Alexander SATOR

Chairman of the Supervisory Board since

September 2018 and a Member of the

Supervisory Board since May 2015

Chairman of the Nominations and

Remunerations Committee

German – Independent member

Jean-Paul COTTET

Member of the Supervisory Board

since April 2018

Chairman of the Strategy and ESG

Committee

French – Independent member

Yves KERVEILLANT

Member of the Supervisory Board since

April 2019

Chairman of the Audit, Risk and

Compliance Committee

Nominations and Remunerations

Committee

French – Independent member

Pascale MOURVILLIER

Member of the Supervisory Board

since December 2021

Strategy and ESG Committee

Audit, Risk and Compliance Committee

French – Independent member

Francesco SERAFINI

Member of the Supervisory Board

since May 2013

Strategy and ESG Committee

Nominations and Remunerations

Committee

Italian – Independent member

Caroline TISSOT

Member of the Supervisory Board

since May 2017

Strategy and ESG Committee

French – Independent member

Thomas KREMER

Member of the Supervisory Board since

June 2022

Strategy and ESG Committee

Audit, Risk and Compliance Committee

German – Independent member

Our independent Supervisory Board

supervises group management practices

and advises the management board, while

ensuring compliance with applicable rules

and regulations.

The Supervisory Board is composed of seven

members, all of whom are independent, and is

supported by three specialized

subcommittees: the Nominations and

Remunerations Committee, the Audit, Risk

and Compliance Committee, and the Strategy

and ESG Committee.


	Solutions30 \| 2022 Annual Report		7

In an uncertain, post-COVID macroeconomic

environment marked by the war in Ukraine, inflation,

and the slowdown in the technology sector, 2022

was a year of transition for Solutions30, after 18

years of dynamic growth. This period of uncertainty

and change has once again tested the group’s

model and only served to strengthen the

foundations upon which it has built its success.

The Supervisory Board is embracing this new phase

of maturity by supporting management’s efforts to

improve group governance and sustainability.

The arrival of Pascale Mourvillier then Thomas

Kremer significantly reinforced our audit,

compliance, and governance expertise, in line with

the transformation plan initiated by the group in

2021 to strengthen its governance, risk

management, and compliance processes. The

supervisory roles of our committees have thus

expanded accordingly. The Audit Committee now

oversees risk and compliance matters, while the

Strategy Committee oversees environmental, social

and governance criteria to make sure they become

an integral part of the company and its decision-

making processes.

Solutions30 has a promising growth pipeline based

on solid and sustainable trends the digital

transformation and the energy transition the latter of

which now includes energy sovereignty as well as

new forms of mobility. Our role is to equip the group

to take advantage of any opportunity that will ensure

its long-term growth.

Solutions30 is building tomorrow’s world, and I

would like to acknowledge the commitment of all the

group’s employees in this demanding and exciting

endeavor. On behalf of the Supervisory Board, I

would like to renew our confidence in the group, its

teams, and their ability to boldly embark on the new

phase of growth that lies ahead.

Alexander Sator

Chairman of the Supervisory Board

// MESSAGE FROM THE

SUPERVISORY BOARD


	Solutions30 \| 2022 Annual Report		8


	//GOVERNANCE \| MANAGEMENT BOARD

Our management board focuses on the proper execution of our profitable growth strategy.

The management board is made up of five members and is supported by two types of executive committees: a

Group Executive Committee (support and group-wide functions) and a Country Executive Committee (operational

management).

Gianbeppi FORTIS

Cofounder and

Chief Executive Officer

since 2005

Italian

Amaury BOILOT

Chief Financial Officer

Member of the Management

Board

since May 2017

French

Luc BRUSSELAERS

Chief Revenue Officer

Member of the Management Board

since July 2020

Belgian

João MARTINHO

Chief Operations Officer

in charge of Performance

Member of the Management

Board since September 2019

Portuguese

Wojciech POMYKALA

Chief Operations Officer

in charge of Transformation

Member of the Management

Board since February 2023

Polish

as of February 1, 2023

Wojciech Pomykała joined the Solutions30 Management Board as the Chief Operations

Officer in charge of Transformation on February 1, 2023. His role will be to create an

operational structure that is aligned with the group’s growth prospects.

Throughout 2021 and 2022, Solutions30 significantly strengthened its governance, risk

management, and compliance processes. The nomination of Wojciech Pomykała comes as

the group begins the second phase of its transformation, affirming its new, more European

dimension.


	Solutions30 \| 2022 Annual Report		9

2022 has brought positive signals for the future, even

though our business was disrupted in France, where

our organization has had to adapt as some of our

mature activities are winding down while new activities

are ramping up.

Activities in the Benelux and other countries showed

their capacity to take the lead in capturing dynamic

growth in the telecoms sector and the group continued

to strengthen its position to benefit from the energy

transition.

Solutions30 has just gone through a pivotal period in its

history which has allowed it to improve its model moving

forward, capitalizing on new processes, better

governance, and new commitments in terms of social

responsibility.

The group now aims to surpass the symbolic milestone

of €1 billion in revenue in 2023, while continuing to

position ourselves as a leader in several European

markets.

Solutions30 has never, in nearly 20 years of existence,

had such a favorable outlook in its markets. New

opportunities are cropping up every day in markets

driven by the two megatrends shaping our world: the

digital transformation and the energy transition. Our

group is ideally positioned to seize these opportunities.

Our teams prove their commitment and their ability to

adapt to meet new needs on a daily basis, and for this I

thank them. I am thus fully confident in our ability to

return to a dynamic and profitable growth trajectory.

Our teams, our customers, our shareholders, and our

partners are the reason that we are determined to

realize our ambitions and build a solid international

group that can be a trusted partner for major European

companies.

Gianbeppi Fortis

Chief Executive Officer

// MESSAGE FROM THE

MANAGEMENT BOARD


	Solutions30 \| 2022 Annual Report		10


		BUSINESS MODEL

1 Average headcount


	DIGITAL TRANSFORMATION Already the cornerstone of the digital revolution, networks are increasingly called upon to serve new purposes. •More screens and simultaneous connections, content that takes up more and more space, the general adoption of video conferencing, streaming, and remote working. •Tomorrow, we will have connected cities, Industry 4.0, self-driving vehicles, smart buildings, connected objects, and edge computing. Fixed and mobile networks are adapting and growing: broadband and ultra-fast networks are transforming the way we live, move, work, and play. During the pandemic and then with the rise of remote work and virtual meetings, networks are under more pressure than ever. Today, countries across Europe are upgrading their telecommunications networks to increase their performance. Solutions30 is ready to support national service providers with roll-outs, connecting subscribers, facilitating the adoption of new technologies, and assisting their end users.		ENERGY TRANSITION Energy efficiency, European energy sovereignty, and renewable energy have become critical issues, in light of the geopolitical context and the looming climate crisis. There are many implications for large energy companies: •Installing smart electricity and gas meters to better predict and reduce energy consumption. •Adapting networks that were originally designed to be supplied by a limited number of production sites, but that are now supplied by a growing number of producers scattered across a wide geographic area. •Installing charging stations to support the development of electric mobility. Other growth opportunities for Solutions30 include expanding charging infrastructure to accelerate the rise of electric mobility, tapping the solar potential of unused sites, such as roofs, open areas, and parking lots, installing connected objects to help manage energy consumption, and maintaining smart grids.


	Solutions30 \| 2022 Annual Report		11

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A SUSTAINABLE GROWTH STRATEGY THAT

RELIES ON MAJOR STRUCTURAL GROWTH

TRENDS


	Solutions30 \| 2022 Annual Report		12

// FINANCIAL PERFORMANCE

2022 KEY FIGURES

REVENUE

EBITDA

NET INCOME, GROUP SHARE

FREE CASH FLOW

CASH NET OF BANK DEBT

OUTLOOK 2023:

RETURN TO DOUBLE-DIGIT PROFITABLE GROWTH, MAKING IT POSSIBLE TO

PASS THE BAR OF ONE BILLION EUROS IN REVENUE

The financial results for 2022 do not

fully reflect the profitable growth

dynamic that remains the group’s long-

term goal.

Activities outside of France performed

exceptionally well, becoming the pillar of

future growth, although their impact was

overshadowed by low performance

within France. Our home market has

been severely impacted by an

operational transition in the

telecommunications market, forcing us

to reorganize and adapt in a highly

volatile macroeconomic context.

This consolidation phase, however,

allowed the group to strengthen its

operational processes and to refocus on

the fundamentals of its growth strategy

as it contemplates its future growth.

While financing is in place to support

future growth, the group also hopes to

break the symbolic barrier of one billion

euros in revenue in 2023.

// SIGNIFICANT EVENTS IN 2022


	Solutions30 \| 2022 Annual Report		13

In 2022, the group’s development outside France will accelerate sharply, particularly in the telecoms sector and for activities

linked to renewable energies, which will be the pillars of growth for years to come.

Contract with LightSpeed

United Kingdom

Contract with Unifiber

Belgium

New contract with

Orange in Poland

Telecoms roll-out in Belgium

Unit-T Academy

Belgium

Solar Plant in Martinique for

TotalEnergies

Solar panels and charging

stations in Spain

Participation in Ultra-Fast

Conference - France

Participation in the Energaïa

Trade Fair - France

Job fairs

Portugal

Participation in London

EV Show - UK

Solidarity with Ukraine

Innovative and responsible

methods – Sotranasa

Training Center

Poland

All-terrain call-out

United Kingdom

Office extension

Portugal

New logistics center

France

New facilities

Netherlands

Job fairs

Poland

Sotranasa honored at

Les Septuors

Money30: A79 toll machines

France

Acquisition of Sirtel in

Poland

Installations for Fiberklaar

Belgium

Solar panel installation

France

End customer call-out

France


	Solutions30 \| 2022 Annual Report		14

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CONSOLIDATION OF

COMMITMENTS

Since 2019, Solutions30 has taken decisive action for its

corporate social responsibility (CSR) commitments. In

2022, the group will intensify its action with the

implementation of several measures:

•Reinforcing the ESG team with the arrival of two key

people: a CSR manager and an analyst

•Review and work to make the strategy, objectives,

and ESG performance indicators easier to

understand via a dedicated action plan

•Improvement of CO2 emission measurements via

the carbon footprint project under the GHG protocol

•Acquisition of risk management software that will be

deployed in Belgium and Spain in 2023 and in Italy

and Poland in 2024

RAISING AWARENESS &

ADOPTING AN ESG CULTURE

•Reinforcing the powers and responsibilities of the

Strategy Committee attached to the Supervisory Board,

now the Strategy and ESG Committee

•Systematic review of ESG commitments at each

Executive Committee meeting

•Raising team awareness through dedicated internal

communication and promotion

•Integration of ESG in all the group’s actions and

decision-making (M&A, calls for tender, purchasing, etc.)

•Roll-out of policies, procedures, and codes of conduct,

and informing teams about the group’s ethics and

compliance systems

•Implementation of a whistleblowing platform to monitor

for misconduct

GOVERNANCE

•Manage 100% of the group’s

subcontractors via the

mySupplace platform

SOCIAL

•Recruit young employees

(≥35% of all hires)

•Control the severity rate

(< 0.35 or < 0.85 depending on

the nature of activities)

•Increase training hours

(≥23 hours per employee)

•Achieving equal pay for women

and men by category

•Feminize management

(≥10% at the end of 2023

compared to the end of 2022)

2023 Performance indicators

ENVIRONMENTAL

•Control our energy intensity (2%

difference between revenue

growth and CO2 emissions)

•Reduce building electricity

consumption by 15% in 2023

compared to 2022

•Increase green energy

purchases by 20% in 2023

compared to 2022

// NON-FINANCIAL PERFORMANCE

HELPING MAKE THE WORLD MORE SUSTAINABLE



Solutions30 aims for excellence when it comes to the safety of its employees, which is why it sought out certification under ISO 45001:2018 (Occupational Health and Safety Management Systems).	To promote further growth and to develop new skills, Solutions30 has launched a training program for young people without degrees or those looking to change professions, making it easier than ever to join the company.	Our strong growth has allowed Solutions30 to make important commitments to job creation. The men and women who make up the group and contribute daily are the foundation of our success.	By making technological innovations that can change our daily lives more widely available, both at home and at work, Solutions30 is helping to make the economy more inclusive and sustainable.	The group’s daily call- outs help curtail the disposal of used equipment, thereby making it part of the circular economy.	Environmental issues are part of all the group’s actions, whether at the level of due diligence processes or operations.


	Solutions30 \| 2022 Annual Report		15

+ 15,000

expert

technicians

38.6%

of new hires are

under 30

183,274

hours of training

Employees

covered

76.5%

by ISO 45001 and

16.8%

by VCA**

65%

of group revenue

covered by

ISO 14001

178,000

computers and

47,300

printers repaired

// CONTENTS


Solutions30 \| 2022 Annual Report		16

// GROUP PRESENTATION


1.1	A history of dynamic and profitable growth	18
1.2	The European leader in rapid-response multi-technology services	19
1.3	A proven growth strategy with four key pi	29
1.4	Competitive position of the company	34
1.5	Structurally buoyant markets	35


	Solutions30 \| Annual report 2022		17

1. GROUP PRESENTATION

Solutions30 is the European leader in rapid-response

multi-technology services. Solutions30 operates in

structurally buoyant markets whose growth is supported

by two mega trends: the digital transformation and the

energy transition.

Backed by a scalable and profitable business model and

solid competitive advantages, the group has experienced

tremendous growth since its creation in 2003. Despite

consolidation in 2022, its revenue has grown from €125.2

million in 2015 to €904.6 million in 2022, resulting in an

average annual rate of growth of nearly 35% over this

period.

In 2023, Solutions30 will return to its previous high growth

rate by seizing organic and external growth opportunities

in promising markets, especially in European countries,

which are updating their telecommunications networks and

rolling out fiber-optic connections.

1.1 A history of dynamic and profitable growth

Created in 2003, the Solutions30 group’s revenue reached

€904.6 million at the end of 2022.

2003-2007: A national player mainly active in information

technology and telecommunications

PC30, the company that eventually became the

Solutions30 group, was founded in France in 2003, with

the goal of providing services to Internet service providers

(ISPs) and other telecommunications players, such as

installing modems, personal computers, or routings, as

well as assistance with how to use them. To finance its

growth, the company went public in 2005 on the Access

compartment of Euronext Paris.

Between 2005 and 2007, in a market that was undergoing

a restructuring, the company signed its first partnerships

with major French Internet service providers (Alice,

Orange, 9 Telecom, Club-Internet, etc.), who wanted to

outsource their user service activities. The company saw

its revenue grow exponentially, and in 2007, just 4 years

after its creation, it was earning €30.1 million in revenue.

2008-2014: Going international and developing services

for new markets

While its competitors sought to move up the value chain

by providing IT services, PC30 focused on its existing

range of rapid-response multi-technology services and on

expanding into new business sectors and geographic

markets. In 2008, PC30 established its first international

subsidiary in Italy. In 2009, PC30 ramped up its

international expansion by establishing itself in the

Benelux region and focusing on new business segments.

The energy sector was the primary focus at a time when

France was announcing a massive plan for installing next-

generation electricity meters.

In 2010, PC30, which had €54.7 million in revenue,

became Solutions30, highlighting its ability to offer its

customers integrated solutions. Solutions30 shares were

transferred to Euronext Growth.

The group continued to develop, growing both organically

and through acquisitions. It gradually positioned itself as

the center of a highly fragmented market. The objective

was to reach as quickly as possible a critical size that

would enable it to create a dense network of technicians,

maximize economies of scale, and amplify the profitability

of its model.

2015-2020: Accelerated growth, birth of a rapid-response

service champion

In 2015, Solutions30 entered a period of especially rapid

growth, signing two major contracts in France: for the roll-

out of smart electricity meters and of ultra-fast Internet

(optical fiber). The group has been growing at an average

rate of more than 46% per year, with revenue rising from

€125.2 million in 2015 to €819.3 million in 2020. This

dynamic and profitable growth has allowed Solutions30 to

accelerate its expansion abroad.

During this time, the group made some strategic

acquisitions in France, Germany, and the Benelux region,

and won a bid to take over as outsourcer the service

business of Belgian cable service provider Telenet, a

contract worth €70 million annually that enabled

Solutions30 to a reach critical size in the Benelux region.

At the same time, Solutions30 consolidated its growth

drivers in Italy and Spain. In 2019, the group expanded to

Poland by acquiring two companies with a combined

revenue of €21 million. At the end of 2020, the group

expanded to the United Kingdom, acquiring Comvergent,

a company that had developed a range of multi-technical

services for installing and maintaining mobile networks,

with €17.5 million in revenue.

In July 2020, the company’s shares were transferred to

Compartment A of the Euronext Paris exchange, and

Solutions30 was also added to the SBF 120.

During the COVID-19 pandemic, Solutions30 was able to

quickly adapt its call-out processes to deal with the crisis,

ensuring the safety of its employees and its business

continuity. The group has seen solid performance and

double-digit growth in its core activities, driven by the rise

of remote work and greater needs for Internet

connections.

2021-22: Rebalancing our geographic mix

After business in the French telecoms sector peaked

during the series of lockdowns, the second half of 2021

and 2022 saw a geographic rebalancing of group

activities.

Historically, most of the group’s growth has been driven by

France, but the Benelux region, Italy, and even Spain are

showing signs of dynamic market growth. The French

model is being reproduced in high-potential markets and

business outside of France made up 53% of revenue at

the end of 2022.


	Solutions30 \| 2022 Annual Report		18

In the longer term, Solutions30 is tapping into favorable

market momentum, thanks to the acceleration of the digital

transformation and the energy transition, supported by

post-COVID recovery plans of an unprecedented scale

throughout Europe. The duplication of the group’s French

success is beginning to materialize.

Sustained growth trend continues

Over the last 19 years, Solutions30 has become a European leader in rapid-response multi-technology services. In 2022,

53% of revenue was generated outside of France, compared to 42% in 2021.

Change in headcount at December 31st

Solutions30’s growth is driven by large-scale recruitment and its ability to not only attract candidates, but to then train

them and make them part of existing teams. Solutions30 thus recruits many young people, some that have given up on

other training courses, but that the group brings back into employment.


	Solutions30 \| 2022 Annual Report		19

2007

2010

2015

2018

2022

245

560

1,075

5,061

7,222

1.2 The European leader in rapid-response multi-technology services

Solutions30 helps its customers - large international corporations - to outsource activities that are difficult to make

profitable, but are of strategic importance: rolling out, installing, and maintaining digital equipment and providing end-user

support.

Solutions30 offers a complete range of rapid-response

multi-technology services, built around three kinds of

solutions:

Connectivity solutions

(solutions for connectivity and telecoms networks)

´ telecoms),

Energy solutions

(solutions for the energy sector,

corresponding to the former “energy” business)

Technology solutions

(dedicated solutions for digital technologies,

IT, security, payments, connected health).

The group’s more than 15,000 expert technicians work

directly with users (individuals or companies) on behalf of

the large corporations they represent. This makes them

the key to creating a positive user experience and to

managing the customer relationship.

Since its inception, Solutions30 has proven itself to be a

trustworthy partner, one whose growth is based on its

ability to provide high quality services, faster and more

efficiently than if its clients provided them internally. The

group is active in seven geographical regions: France,

Italy, the Iberian Peninsula, Germany, the Benelux Region,

Poland, and the United Kingdom.

A network of more than 15,000 technicians spread over seven geographical regions

20xx: Year we entered the region


	Solutions30 \| 2022 Annual Report		20

Poland

2019

Portugal

2018

Luxembourg

2013

Belgium

2016

Germany

2013

Italy

2008

Spain

2015

France

2003

2020

Netherlands

2009

1.2.1 An efficient business model as the foundation of the group’s success

Solutions30’s business is based on pooling skills and

technical resources, and on being able to intervene rapidly

wherever it is located.

The group’s profitability relies on a virtuous circle business

model that is based on three fundamental drivers of

efficiency:

This proven business model, combined with strong

operational processes, has demonstrated its ability to

generate growth and profits. It serves as a solid example

of the kind of development that can be easily duplicated in

new geographic regions and market sectors.

1.2.2 A standardized service platform deployed across

six complementary business sectors

The group has ensured high call-out volumes by entering

into several partnerships with leading industrial and

service companies (e.g. Orange, Fluvius, and HP),

beginning with the telecommunications and IT sectors. To

maximize economies of scale, Solutions30 has expanded

its model and service platform to other related sectors:

energy and digital TV in 2009, security and retail in 2011,

and the Internet of Things in 2018. Technicians are now

able to perform call-outs in several different industries.


2003	2003	2009	2011	2011	2018	Date of entry into the sector
						Date of entry into the sector


TELECOMS	IT	ENERGY	RETAIL	SECURITY	IoT
Dedicated services for broadband and ultra-fast internet and telecoms	Installation, user support, and maintenance for IT hardware and infrastructure	Dedicated services to install and perform maintenance on smart meters and connected objects for the energy sector and smart buildings	Installation and maintenance of dedicated point-of- sale equipment and systems, and of payment terminals in particular	Installation, maintenance, and technical support for security systems and equipment	Installation and maintenance of connected equipment in other business, such as connected health. The “Idea Lab” of the group.

Connectivity Solutions

Energy Solutions

Technology Solutions

In 2022, Solutions30 refocused its commercial strategy

and value proposition on 3 market segments: connectivity

solutions (dedicated solutions for connectivity,

corresponding to the former “Telecom” business), energy

solutions (dedicated solutions

for the energy sector, corresponding to the former

“Energy” business), and technology solutions (dedicated

solutions for digital technologies, including all other group

IT, security, payment, connected health, etc. activities).


	Solutions30 \| 2022 Annual Report		21

VOLUMES

DENSITY

AUTOMATISATION

High and recurring call-out

volumes. High volumes allow us

to normalize and standardize call-

outs, maximizing synergies and

economies of scale, while

enriching a broad knowledge base.

Combining these elements

increases call-outs’ economic and

technical efficiency and guarantees

their quality.

A dense network of technicians.

Rapid-response service and

geographical coverage are the

keys to guaranteeing very short

response times. Also, especially

when combined with large

volumes, denser geographical

coverage makes more operations

profitable, since distances between

two call-outs will be shorter.

Powerful IT tools to automate

scheduling and optimization

tasks simultaneously and in

real time.

Breakdown of Revenue by Business Segment


	CONNECTIVITY SOLUTIONS

Solutions30 started in the telecommunications sector,

assisting individuals and helping them connect to the

Internet just as ADSL technology was being rolled out. As

networks have continued to evolve, the fact that

Solutions30 is able to intervene quickly and across a wide

geographical area has allowed it to expand its activities to

include service providers, which it now helps with the roll-

out of broadband and ultra-fast Internet networks.

While last mile digital services—especially activating

internet inside the home—remains the core of its

expertise, Solutions30 has created an internal structure

that also allows it to get involved in these projects sooner,

as early as the initial roll-out phase. This position allows

the group to capture and secure strong competitive

positions for winning recurring connection and

maintenance contracts.


	Solutions30 \| 2022 Annual Report		22

Today, a large part of this business involves the installation

and maintenance of DSL, cable, and FTTH connections

for end users in single-family homes, apartment buildings,

and offices. The group’s technicians also provide support

for the use of these technologies. Depending on the needs

of its key accounts and the market, Solutions30 may be

asked to undertake more advanced call-outs on network

infrastructure. In such cases, the company does its best to

outsource these services out to infrastructure specialists.

The telecom business has historically grown rapidly,

driven by the roll-out of ultra-fast FTTH (optical fiber)

networks. Solutions30 has helped make France’s Ultra-

Fast Broadband Plan a success, rapidly installing the

fiber-optic network across the country. This expertise has

given Solutions30 the skills it needs to enter European

markets that are still in the start-up phase, just as the

French market has reached maturity, after the peak in

activity during the pandemic, which accelerated FTTH roll-

outs and new subscriber connections. Solutions30 has

shown its ability to meet demanding roll-out deadlines, to

quickly mobilize effective field teams, and to honor

demanding quality commitments.

Since 2020, Solutions30 has also gotten involved in

mobile networks, making the most of both its good

relationships with major players in the telecommunications

market and of its own internal expertise, especially in the

United Kingdom and Spain. While waiting for more large-

scale and industrial roll-outs of 5G to begin, Solutions30

has already completed its first projects, updating networks

to 5G and the installation of new networks.

At the end of 2022, the telecommunications sector

accounted for approximately 77% of the group’s revenues.


	Solutions30 \| 2022 Annual Report		23

CONNEXION CLIENT

We provide services for:

•SDU OHL/UG/PIA connections

MDU vertical cabling

•Customer enablement

•Residential and business WAN/

LAN (see Technology Solutions)

•5G Connections from RAN to BT

FIXED NETWORKS

We provide services for:

•Copper, coaxial, fiber

•Underground, ducts, facade, poles

•FTTH, FTTB, FTTA, FTTC

•POP, DP, ILA

•Carrier switching & routing

•Legal clearance

WIRELESS

We provide services for:

•Antenna

•Radio network

•Point-to-point

•Base station

•Small cells

•Edge computing


	ENERGY SOLUTIONS

The Solutions30 group generates 11% of its consolidated

revenues through its work with major European energy

companies. This revenue still mostly comes from the

installation and maintenance of smart meters. In Belgium,

the group is currently installing around 40% of all smart

electricity meters on behalf of the Flemish service

provider, Fluvius. In France, Solutions30 has installed

roughly 25% of all Linky electricity meters, on behalf of

Enedis as its leading partner.

Other countries may also roll out smart meters, but in the

short term, this business will be driven by energy transition

services: sustainable mobility and renewable energy.

Throughout Europe, the installation and maintenance of

electric vehicle charging stations, solar panels and, to a

lesser extent, home automation equipment (smart

thermostats and door locks, LEDs, etc.), are also

significant growth drivers for the group. These activities

are supported by the shared understanding that we need

to adopt eco-responsible behaviors, especially in terms of

energy efficiency and reducing our carbon footprint.

As for the budding electric vehicle charging station market,

the group is refining and rolling out its range of services

and establishing contact with a range of players who are

likely to play an important role in this market: energy

companies, car manufacturers, rental companies,

charging station manufacturers, oil companies, and more.


	Solutions30 \| 2022 Annual Report		24

CLEAN ENERGY

We provide services for:

•Electric vehicle charging (AC,

DC, HPC) for residential,

enterprise and public

•Solar power (residential,

enterprise, industrial)

•Battery storage

SMART BUILDINGS &

CITIES

We provide services for:

•Smart metering (electricity,

gas and water)

•Smart street lighting

•Smart thermostats

•IoT

•Heat pumps

INFRASTRUCTURE

& NETWORKS

We provide services for:

•Low and medium voltage

electricity grid engineering

•Grid upgrades and

enhancements

•Underground and pole

networks

•Solar farms (land and floating)


	TECHNOLOGY SOLUTIONS

The group’s solutions for the IT sector, payments (retail),

security, and for connected objects in general accounted

for 12% of group consolidated revenue. These different

activities were grouped together in 2022 to maximize

commercial and operational synergies.

As one of the group’s historic businesses, IT services

target:

•IT sector OEMs, with a range of on-site call-out

services for supporting installations or curative and

preventative maintenance on the equipment they

manufacture (computers, printers, servers, etc.).

•Large companies from any industry, who use its

service desk offering (support and engineers

accessible from any workstation), which includes the

implementation of an optimal workstation architecture,

change management (migration, roll-out, training), and

maintenance (Help Desk support, remote access,

rapid-response support, service management, etc.).

By extension, Solutions30 also offers Facility

Management services.

•Individuals and small businesses, who can access

installation, maintenance, and training services for all

the products and services that make up their digital

infrastructure (desktop and laptop computers, printers

and other peripheral devices, software, smartphones,

WiFi terminals, Internet box and triple-play installation,

Internet services, media center, etc.).

With the rise in remote work during the COVID-19

pandemic, Solutions30’s ability to provide IT support

services in both offices and in private homes has given it a

unique advantage in the sector.

With its Money30 brand, Solutions30 targets major

corporations and retailers, offering them installation and

maintenance services for payment terminals or any other

equipment used for handling payments and sales,

installation and maintenance for digital point-of-sale

equipment (screens, tablets, terminals, infrared scanners,

etc.). The activity’s growth is driven by point-of-sale

digitalization and on retailers’ need to constantly

streamline the customer experience.

In this security space, Solutions30 works on behalf of

alarm and video surveillance system suppliers, installing

and maintaining connected equipment (alarms, sensors,

cameras, and access control boxes).

Solutions30 is constantly searching for new avenues for

diversification in sectors that could use its services. That is

why it is always looking for new ways to test the growth

potential of the new activities springing up every day as

digital technologies become more common across all

economic sectors. Installing and maintaining connected

objects in the healthcare sector, for example, is an activity

that may grow significantly in the years to come.

1.2.3 Revenue split between new installations and

maintenance

Solutions30 is involved both in the roll-out and installation

of new digital equipment and in its maintenance. Every

year, approximately 8-15% of the installed base requires

maintenance call-outs.

Besides call-outs for hardware and software issues (under

the “Technology Solutions” business), there are also call-

outs initiated when someone changes operators, when a

subscriber moves, when new buildings are constructed

(“Connectivity Solutions”), or to maintain facilities and the

network (“Energy Solutions”).

While the group is active in markets driven by the roll-out

of telecommunications networks, and although the

construction of networks is currently its main source of

growth, the group is well positioned in markets where

maintenance will be a recurring need.


	Solutions30 \| 2022 Annual Report		25

COMPUTER &

NETWORKS

TECHNICAL

FACILITIES MGMT

PAYMENT

SOLUTIONS

We provide services for:

•Printers and copiers

•Desktop and laptop

•Servers

•IT accessories

•Tablet

•Mobile phones

•Audiovisual (video

conferencing)

We provide services for:

•Routing and switching

•WiFi

•SDWAN, SDLAN

•Optical campus LAN

•Security appliances

•IP telephony

•IoT smart homes and

businesses

We provide services for:

•Audio-visuals management

•IoT devices including

security

•General services assistant

•Office lights: in- and outside

•Meeting room management

•Electrical and network

cabling

•Plant care & green services

•Mail, transport and errands

We provide services for:

•POS

•Payment terminals

•Store services

1.2.4 A large portfolio of loyal key account customers

Across its current geographical coverage region,

Solutions30 has won the loyalty of a large customer base

that includes major European telecom service providers,

gas and electricity suppliers, and the main players in the

world of digital technology.

The group’s relationships with its most important

customers are divided into different contracts, business

segments, and geographical regions, thus reducing its

commercial dependence. When all contracts are taken

together, Solutions30’s largest customer accounted for

16% of its consolidated revenue in 2022.

Customer portfolio concentration:


	2022	2021	2020
Largest customer	16%	20%	24%
Top 5	44%	57%	63%
Top 10	59%	74%	77%

The Solutions30 teams are fully integrated into the client’s

processes, with the customer and service provider sharing

connected IT systems, dividing certain tasks, pooling their

resources, sharing information, and carrying out additional

sales. This operations model, combined with solid

performance indicators and the signing of multi-year

contracts (3 to 5 years), which are often eligible for tacit

renewal, has enabled Solutions30 to build long-term

relationships with its customers. This can be seen in the

fact that its attrition rate has remained close to zero since

its creation.

Historically focused on France, the group now conducts

53% of its business in other geographical regions to which

it has expanded. By working with its main customers,

Solutions30 was able to enter new geographical markets

where it is duplicating the business model that made it so

successful in France.

Geographic distribution of activity:


	IFRS
In millions of euros	Year ended December 31, 2022	As %	Year ended December 31, 2021	As %
Total Revenue	€904.6 M€	100%	€874.0 M€	100%
from France	€425.9 M€	47%	€507.3 M€	58%
from Benelux	€221.9 M€	25%	€160.4 M€	18%
from Other Countries(*)	€256.8 M€	28%	€206.3 M€	24%

(*) Germany, Spain, Italy, Portugal, Poland, and the United Kingdom

1.2.5 A flexible and reactive organizational structure

that uses a unique proprietary tool to continuously

optimize structural efficiency in real time

The group believes that physical proximity is fundamental

for serving its markets and customers efficiently. It allows

us to understand and anticipate customer needs. Also, as

explained above, the density of the technician network is

an essential driver of productivity and performance.

Today, Solutions30 has a team of more than 15,000

technicians who carry out 80,000 call-outs every day. The

team just keeps on growing. The group’s strength lies in its

ability to integrate these new employees and to plan,

coordinate, and optimize their call-out schedules. To

manage these logistics, but also to make the process

easily reproducible and with the goal of constantly

enriching its knowledge base, the group has developed a

unique IT platform, the backbone of its organization. This

platform ensures that the right skills are available in the

right place at the right time and maximizes the rate of call-

outs that are successful on the first visit.


	Solutions30 \| 2022 Annual Report		26

1.2.6 Smartfix, the backbone of group efficiency

Smartfix is Solutions30’s operational management tool,

which can be connected to its customers’ IT systems. This

central platform automates any task that can be

automated, especially the receipt of call-out requests

(tickets) generated by the customer, call-out scheduling,

technician route optimization, logistics issues that are

specific to each call-out (ordering and shipping hardware,

providing tools), and billing for the services that are

provided.

Solutions30’s field teams are connected to this tool, which

also facilitates remote support for technicians and hosts a

knowledge base that is updated in real time to anticipate

any problems and to make call-outs more efficient. By

automating many repetitive tasks, Smartfix reduces

human resource requirements, especially for all operations

management and back-office functions.

The group focuses most of its investments on this tool,

which is strategically important, given how essential it is

for the company to operate smoothly. To ensure the best

possible operating conditions, 24/7 availability and perfect

control, this platform is managed and updated by a team

of around 100 people, including 35 in-house employees.

This team works to both maintain and further develop this

platform, constantly adding new features and systems.

Some of these features serve to continuously increase

task automation, including first-level support. Others focus

on enriching the end-user experience and are made

available to the customer as white-label products.

For example, the team developed a module that drew

direct inspiration from collaborative platforms to track

when technicians arrive and evaluate customer

satisfaction rates. The group has also recently developed

an augmented reality solution that allows on-site teams to

access optimal support on call-outs or when something

unexpected happens. The goal is to improve call-out

effectiveness and first-time success rates. Solutions30 is

constantly striving to improve its tools, keeping an eye on

market needs and working with start-ups if need be. This

was the case, for example, when a new operational

process optimization solution was implemented that used

a visual automation platform to analyze images taken by

technicians using artificial intelligence algorithms. The goal

is to help the technicians in their work and to indicate any

anomalies to them in real time.


	Solutions30 \| 2022 Annual Report		27

1.2.7 Mobile application for monitoring technician activity (career path, exchanges, customer reviews, etc.)

This proprietary software platform is designed to be highly

scalable and to interface quickly and easily with all types

of customer systems.

Solutions30 regularly invests in technological innovations

for its IT platform, with the goal of supporting the

continuous optimization of its technicians’ activity and

improving the group’s profitability.

The development teams are based both in regions where

the group provides services, as well as in more remote

locations, based on the availability of developers who

have the required technological skill sets.

While Solutions30 has a commercial presence throughout

Europe, it has always turned to remote teams to handle

any support tasks that can be done remotely.

Thus, while technicians and key managers are naturally

present in all the European countries where the group

operates, support activities are based in regions where

costs are lower.


	Solutions30 \| 2022 Annual Report		28

1.2.8 Optimized cost structure

Internal

External

Solutions30’s IT system is based on a fully redundant and

secure cloud architecture, is subject to regular testing, and

includes specific measures to ensure business continuity

in the event of a problem (disaster recovery plan, backup,

and redundancy). It operates in compliance with current

cybersecurity norms and standards.

The internal organization and procedures comply with the

General Data Protection Regulations (GDPR) that came

into force on May 25, 2018, and are subject to regular

audits from the group’s customers.

This structure makes Solutions30 more competitive. The

group has created a solid organizational base that can be

used as a starting point for the development of new

activities or new geographic markets. Smartfix is the heart

of what makes this system successful, acting not only as a

driver of operational efficiency that makes it easy to

duplicate the Solutions30 model and that supports its

growth, but also as a tool for increasing customer loyalty,

guaranteeing a constantly expanding range of services.

1.3 A proven growth strategy with four key pillars

The density of Solutions30’s network of technicians is the

key to its success, making the group more competitive and

protecting its position as the market leader. Solutions30

therefore focuses on high-volume markets, working to

maximize volume effects while also minding its capacity

for honoring its commitments. The group has built its

dynamic growth on four key pillars:

1.3.1 Sector diversification

To increase its volumes, the group has pursued a strategy

of sector diversification, capitalizing on its field teams’

strengths and on its multi-technology skill base. By

expanding into new complementary growth markets, it has

been able to diversify its risks, while also taking advantage

of solid growth opportunities.

The group focuses on high-volume markets:

•That require rapid-response technological call-outs,

and therefore, a dense network of technicians

•Whose growth is driven by underlying trends and in

which the group’s ability to handle rapid load

increases can set it apart

For example, the energy sector, which the group has been

interested in since 2009 and which was its first sector

diversification target, has been contributing to

Solutions30’s revenues since 2015.


	Solutions30 \| 2022 Annual Report		29

BACK-OFFICE

Planning/Optimization |

Remote Support | Logistics

FRONT-OFFICE

Call-outs

OUTSOURCING

Software development |

Design department

$testes 2022-50.png$

This sector now accounts for roughly €100 million in

revenue, or 11% of the group’s consolidated revenue.

1.3.2 Geographic diversification

To confirm its position as a first entrant and to consolidate

barriers to entry for competing companies, Solutions30

has earned the loyalty of its customers by offering them

support across several European countries. In general, the

group will expand into a new country in partnership with a

customer, after analyzing the market’s potential and the

assessing the group’s ability to deploy its model there.

Solutions30 often targets countries that border regions

where it is already active, which have proven growth

potential, and whose accessibility and population density

make it possible to expect profitability levels that are in line

with group standards. This is how Solutions30 expanded

into Italy, the Iberian Peninsula, the Benelux region,

Germany, Poland, and recently the United Kingdom. Now

that it has such a strong European base, the group plans

on improving its coverage within each of these regions.

1.3.3 Targeted acquisitions

Densifying the territorial network and geographic

diversification have also required targeted acquisitions to

achieve optimal density more quickly. Generally speaking,

Solutions30 operates in markets that are still highly

fragmented, and where customers want to reduce the

number of partners they work with. Thanks to its size,

Solutions30 is the natural center for any such market,

giving it plenty of opportunities and a strong initial

negotiating position. The success of the group’s external

growth policy is based on its in-depth knowledge of new

markets and proven procedures. Solutions30 has a long

list of potential targets and is regularly presented with new

opportunities. Most of the transactions are carried out

directly, without intermediaries, and are financed by bank

debt, or more rarely from equity, depending on the type of

transaction.

The group’s acquisitions are also often supported by its

customers, and in such cases, Solutions30 pursues

negotiations to acquire the target and to improve the

conditions of its agreements with customers at the same

time, especially in terms of assigned volumes. Over the

years, successive acquisitions have strengthened the

group’s presence in its core segments, allowing it to

successfully capitalize on its historic markets and solidify

its business model.

With some thirty acquisitions completed to date, valued

between 4- and 6-times EBITDA, Solutions30 has proven

expertise and an excellent track record in terms of

accretive acquisitions. Such transactions have allowed the

group to generate a substantial volume of business, worth

roughly €314 million, along with a level of profitability that

is likely to rise rapidly, given the immediate effects of any

new synergies. Indeed, since its very first acquisition more

than 10 years ago, the group has gained the necessary

expertise to efficiently integrate its acquisitions. It has

developed internal procedures that make it possible to

improve operational efficiency quickly after an acquisition

and to implement a shared set of standard practices,

especially in terms of financial performance and

generating operating cash flows.

Examples of recent and logical acquisitions:


	Solutions30 \| 2022 Annual Report		30

Increasing the density

of our geographical

coverage

Signing major

customers or

increasing market

Expanding quickly into

new regions

Improving overall

profitability by

seeking out

synergies

ALL THE TARGETS

Summary table of various group acquisitions


Year	Targets	Country	Sector	REVENUE (€M)
2009	Smartfix	Netherlands	IT + Telecom	3
2009	Anovo-on-site	France	IT	4
2009	Sogeti (poste utilisateurs)	France	IT	11
2011	MPS	France	IT	5
2011	Odyssée	France	IT + Retail	5
2011	Agemis	France	IT	3
2013	Form@Home	France	IT + IoT	4
2013	CIS Infoservices	France	IT + Telecom + Retail	20
2013	Mixnet	Italy	IT	5
2013	B&F	Germany	IT + Telecom	4
2014	Connecting Cable	Germany	IT + Telecom	5
2015	Rexion	Spain	IT	5
2016	Autronic	Spain	IT + Telecom	12
2016	Atlantech	France	Energy	5
2016	JFS	Belgium	IT + Telecom	20
2017	ABM	Germany	Telecoms	12
2017	CPCP	France	Telecoms	53
2018	Saltò	Spain	Telecoms	14
2018	Sotranasa	France	Telecoms + Energy	59
2018	Vitgo	Spain	Telecoms	7
2019	Provisiona	Spain	Telecoms	2
2019	i-Projects	Netherlands	Telecoms + Energy	13
2019	CFC	Italy	IT	5
2019	Sprint Field Services (Telekom Uslugi)	Poland	Telecoms	6
2019	Byon	France	Telecoms	2
2019	Worldlink	Germany	Telecoms	2
2020	Algor	Italy	Telecoms	4
2020	Brabamij	Belgium	Telecoms + Energy	6
2020	Comvergent	United Kingdom	Telecoms	18
2021	Byon Fiber	Portugal	FTTH Design Office	0.1
2022	Sirtel	Poland	Telecoms	3
			Total (approximate)	314

1.3.4 Unique operational structure

The tools described above have allowed the group to grow

quickly. While Solutions30’s business is not very capital-

intensive, it does depend on the men and women in the

field.

Fast-growing revenues have therefore also been

accompanied by a similar rise in the number of

employees.


	Solutions30 \| 2022 Annual Report		31

Today, Solutions30 is an international group with a multi-

cultural management team, the Group Management

Board, which has five members, all of different

nationalities after the nomination of Wojciech Pomykala.

Their complementary management skills will bring new

energy and a focus on customer service to the group.

The group is structured to absorb very sustained growth.

Beyond the central role of Smartfix, which, as explained

above, connects all the field teams, the group’s structure

is based on identical operational structures for all business

sectors and countries. This creates synergies and

economies of scale by promoting the adoption of best

practices within the group.

Many tasks have been automated to reduce the costs of

various centralized functions and maintain a flexible and

responsive structure capable of adapting quickly. Above

all, this automation allows Solutions30 to concentrate its

efforts on field teams, who are the ones whose work

guarantees customer satisfaction.

Both salaried technicians and subcontractors—who make

up 30-50% of the field teams depending on the country

and provide the flexibility the group needs to operate

smoothly—undergo a demanding and clearly defined

selection, recruitment, and training process. Solutions30

has strict operational procedures that were reinforced in

2021 and 2022 by the Governance, Risk and Compliance

project (see section 2.4), integrated training centers, and

specific monitoring tools. The group works hard to transfer

its expertise, know-how, and skills, helping to maintain a

high rate of customer satisfaction and guaranteeing that

the services it offers are standardized and consistent.

To improve the sourcing and integration of subcontractors

in an unstable labor market, Solutions30 has developed

an online platform for sourcing and staffing, mySupplace.

This platform, which has been under development since

2020, will make it easier to search for resources for one-

time or recurring service provision and will help manage all

subcontractor relations through a well-defined process.

In 18 months, this platform has helped recruit 1,000

technicians in France, and the database now has more

than 3,000 registered companies, for a total potential of

40,000 technicians. This is a major advantage in booming

markets, where qualified employees are in high demand.

This platform makes it possible to handle temporary and

recurring peaks in activity, when bad weather damages

facilities, for example, and extra technicians are needed

immediately, or when certain very specific skills are

needed to meet a customer request.

mySupplace - présentation Scop3JOHN_en-US.jpg

The Solutions30 group will continue to pursue this proven

strategy over the short and medium term. Solutions30 will

continue to prioritize growth until it reaches a critical size

in all the geographical regions where it operates, while

also striving to keep costs down. Solutions30 will continue

to rely on a model where operations are given priority for


	Solutions30 \| 2022 Annual Report		32

2,000 active subcontractors and 3,000 supplier

companies listed in the database,

→ a potential of nearly 40,000 technicians.

more than 5,000 applications received for external

resources, representing more than 15,000 technicians.

more than 1,000 technicians staffed in 18 months,

→ all businesses (Telecoms, Energy, IT, Field).

financial resource allocation, with the constant goal of

maximizing efficiency. Priority is clearly given to managing

growth and the group’s ability to meet its customers’

operational requirements.

Already positioned in structurally buoyant markets,

Solutions30 is looking to consolidate its leadership and to

seize any growth opportunities that may arise. At the same

time, the group is securing its execution capacity while

preserving its flexible organizational structure so it can

absorb the ramp-up of its numerous contracts.

Solutions30 is well-positioned in markets that have

specific lifecycles, described in the table below:

Solutions30 rolls out and maintains new technologies,

often working in markets that are new to its customers. So,

when entering a new market, sometimes even before

winning a contract, the first step is to prepare the

organization and discuss with the customer the processes

that will be implemented.

The second step is to find, recruit, and train the

technicians who will carry out the field work, and to train

and sometimes recruit the management teams. During this

phase, Solutions30 bears the costs related to these

recruitments without yet receiving the corresponding

revenue in full. Profitability therefore mechanically takes a

hit, and the cash flow generated by more mature activities

is allocated to paying expenses. In 2021, and even more

so in 2022, Solutions30 has been in this phase across

several countries and business sectors. This will help build

the group’s future growth, but at the expense of short-term

profitability.

In phase 3, contracts start to ramp up, teams start to

produce, and profitability gradually improves. This will

have an impact on WCR, since immediate expenses will

need to be covered by customer payments that are only

made after 60 or 90 days. This phase becomes easier to

manage after reaching critical size, defined as €100 million

in revenue.

Phase 4 is when the contract reaches its cruising altitude.

During this phase,

profitability and cash generation reach normative levels.

Then, when the deployment phase comes to an end—as

is the case for the deployment of smart meters in France

—Solutions30 begins an operational transition. This

transition is either towards a recurrent maintenance phase

—as is the case for optical fiber in France—or towards

new emerging activities such as 5G or the roll-out of

charging stations.

Solutions30 is well-positioned, has a solid structure,

major competitive advantages, and good growth

opportunities in high-potential markets. The group is

now focused on reaching the symbolic milestone of

€1 billion in revenue in 2023.


	Solutions30 \| 2022 Annual Report		33

$SANSTITR.jpg$

The experience gained in France will speed up process industrialization

Phase 01

Preparing the organizational

structure

Creating processes with the

customer and adapting

internal tools

Phase 05

Operational transition from

the roll-out phase to the

maintenance phase or to

new markets

Phase 04

Process industrialization

and reaching normal

profitability

Phase 02

Technician sourcing,

recruitment, and training

Phase 03

Ramp-up and learning

curve

1.4 Competitive position of the company

As explained above, Solutions30 operates in a highly

fragmented market, where one of the main growth factors

is major technology groups’ desire to outsource their rapid-

response service activities. The group’s main competitors

are therefore its customers’ internal departments. This is

particularly true of telecom service providers, major energy

companies, and IT hardware manufacturers. However,

these internal departments are not designed to attract new

customers or to expand into new business sectors. Such

services, which lie on the periphery of most groups’ core

businesses, are difficult to make profitable, which has

driven an underlying trend towards outsourcing.

As the first entrant into the rapid-response multi-

technology services market, Solutions30 is the only player

in the sector that can undertake service visits to private

homes and that is active across a wide range of business

sectors and geographic regions. Solutions30 faces very

little direct competition. Because the group has already

captured these markets, the barriers to entry are high,

especially since Solutions30 has 19 years of expertise and

solid experience.

In Europe, the other players pursuing similar activities to

Solutions30 are therefore highly variable.

They include:

•Subsidiaries or internal departments of major

technology groups, energy suppliers, or equipment

manufacturers

•Multi-technology groups involved in infrastructure

projects, thus upstream of Solutions30, including

SPIE, Engie, Vinci, and Eiffage

•Multi-technology service providers that specialize in

each activity sector, including Circet, Constructel,

Homeserve, Eltel, and Sogetrel

•A few national-level companies that work in a limited

number of business sectors, including Proxiserve or

Renew IT

•Many small- and medium-sized local and regional

companies, whose strategy is based on niche

expertise or on their proximity to their customers.


	Solutions30 \| 2022 Annual Report		34

1.5 Structurally buoyant markets

As the European leader in rapid-response multi-

technology services, Solutions30 operates in dynamic

markets whose structure allows the group to capitalize on

its assets to solidify its position.

As explained above, the group is involved in both

installation and maintenance activities, depending on the

life cycle of its markets. Once they have been rolled out,

new technologies need to be maintained, hence the

group’s recurring maintenance business. Our capacity for

rolling out new technologies has become the key to

securing contracts for maintaining facilities and keeping

them in proper working order.

In terms of installation activities, the maturity of the

targeted markets differs from one country to another.

Indeed, while the technologies in question are broadly the

same across Europe, investment decisions are made at

the national level, whether by governments or private

sector companies. This is an advantage for the group,

which can leverage its experience in more advanced

regions to test and solidify its services locally, before

duplicating them elsewhere more effectively. The group’s

goal is to offer the same services and to expand its

network of technicians across all markets, in all the

countries where it operates.

To better achieve this goal, the group is organized by

country and divided into three geographical regions:

France, Benelux, and Other Countries. Local managers

are responsible for expanding the group’s activities to

include all relevant markets (Connectivity, Energy, and

Technology).


	Solutions30 \| 2022 Annual Report		35



In millions of euros	Exercice clos Year ended December 31, 2022	Exercice clos Year ended December 31, 2021
Connectivity	304.8	359.8
Energy	52.1	80.9
Technology	69.0	66.5
Total revenue from France	425.9	507.3
% of Total Revenue	47.1%	58.0%
Connectivity	163.5	120.2
Energy	41.8	24.6
Technology	16.6	15.7
Total revenue from the Benelux	221.9	160.4
% of Total Revenue	24.5%	18.4%
Connectivity	229.4	178.6
Energy	5.8	6.2
Technology	21.6	21.5
Total revenue from Other Countries	256.8	206.3
% of Total Revenue	28.4%	23.6%
Total Revenue	904.6	874.0

1.5.1 Main business sectors

This section will introduce the markets in which the group

operates, as well as the geographical regions it targets,

with a focus on the activities with the greatest potential for

growth:

•Connectivity :

Building on its successful roll-out of ultra-fast Internet

in France, the group has the solid experience and

substantial competitive advantages it needs to

increase its market share significantly in European

countries where this technology’s penetration rate

remains low. This strategy is now showing its worth in

the Benelux Region, where the group is experiencing

highly dynamic growth. When 5th generation mobile

networks become common, something that has been

delayed by operators giving priority to rolling out fixed

networks, it will create major growth opportunities for

the group, which has already started offering services

in this market in both Spain and the United Kingdom.

•Energy :

The transition to electric mobility and renewable

energy sources creates important revenue

opportunities for Solutions30, which has developed

services dedicated to the installation and

maintenance of charging stations for electric vehicles,

especially for individuals and small businesses, as

well as solutions for installing solar panels as a B2B

or B2B2C service. Installing smart networks and

meters is also an important growth opportunity.

•Technology :

Solutions30 provides IT support services to direct

business customers and works on behalf of major IT

manufacturers to support their customers. Already

somewhat mature, this market still has significant

growth potential, and in a context where working

remotely is on the rise, the density of the Solutions30

network of technicians is an asset.

Solutions30 also has other avenues for growth in

areas like payment solutions, smart houses, smart

cities, logistics, transportation, and industry 4.0.


	Connectivity Solutions

Solutions30’s historic first market, the telecom sector

remains one of its most important markets. Already the

cornerstone of the digital revolution, networks are

increasingly called upon to serve new purposes. The

widespread use of Internet video streaming, the

proliferation of content, the rise of remote work, the growth

of online shopping, and the digital transformation at large

that is affecting all areas of the economy have caused

network data transmission volumes to skyrocket. These

underlying trends are forcing service providers to

constantly adapt their infrastructures to offer the most

comprehensive network coverage and ever faster

connections. This is the context that surrounds the roll-out

of fiber-optic cables (FTTH) in Europe. However, despite

encouragement at the European level and in individual

countries, the uptake of fiber-optic connection by

households is still relatively low. In the twenty-seven


	Solutions30 \| 2022 Annual Report		36

member states of the European Union and the United

Kingdom, only 27% of households have fiber-optic

connections, though 52% are eligible for them. This

creates a considerable growth opportunity for Solutions30.

There are also very large disparities between the various

countries in which Solutions30 is present. Spain has the

highest coverage rate, with more than 70% of households

connected to the fiber-optic network, and nearly 90% of

households eligible for such a connection. In comparison,

only 8% of German households are connected to fiber

optic service, while 22% of households are eligible.

At the end of December 2022, the group had generated

€356 million in revenue rolling out and maintaining FTTH

connections, while the installation and maintenance of

other broadband Internet technologies (ADSL, coaxial,

etc.) accounted for €342 million in revenue.

To strengthen its position as the leading player in the

sector and to expand its territorial coverage, the group

made several strategic acquisitions since 2018:

•Complete acquisition of Sotranasa, a diversified local

service provider with a strong presence in southern

and southwestern France.

•Acquisition of the Spanish company Saltó

Telecomunicaciones S.L., a top-tier partner of the

Spanish telecom service provider Masmovil, and of

Grupo Magaez Telecomunicaciones, a top-tier partner

of Vodafone in Spain.

•Acquisition of Janssens Field Services.

•Acquisition of Sprint’s call-out business and the

assets of the Polish company Elmo in order to enter

the telecoms market in Poland.

•100% Acquisition of Comvergent Ltd, bringing

Solutions30 into the English market, followed by the

acquisition of Mono Consultants Ltd’s assets,

strengthening the group’s position in this high-

potential market.

In 2018, the group signed an outsourcing partnership with

the Belgian company Telenet that led to the creation of

Unit-T, a joint venture owned 70% by Solutions30 and

30% by Telenet. Unit-T, which relies on a network of 1,500

technicians, operates mostly under a service contract with

Telenet, worth €70 million annually. This subsidiary has

since diversified, entering the energy sector and rolling out

Fluvius smart meters.

The telecom sector remains a major driver of growth for

the group. The ongoing health crisis has accelerated the

roll-out of ultra-fast infrastructure throughout Europe, with

an ever-growing number of projects attempting to bring

several large European countries up to speed in terms of

digital technology. These projects are driven both by

economic stimulus plans and by the growing need for

better connections:

•In France, where the group has become a recognized

leader, the roll-out of the FTTH network is supported

by the government’s France Très Haut Débit (France

Ultra-Fast Broadband) Plan. At the end of 2022, 34.5

million locations were covered (eligible for a fiber

connection), for a total coverage rate of 79%, and the

country already has 18.1 million fiber subscribers, i.e.

52% of eligible households or 41% of all locations

(ARCEP data).

•In both Belgium and the Netherlands, roll-outs picked

up pace and Solutions30 is well-positioned in both

countries, having secured major contracts with the

main operators. Once again, the group has shown its

ability to expand its businesses and skills across

Europe.

•In Germany and Poland, the market is opening slowly,

with new large-scale investment plans being

announced. The growth dynamics in these markets is

gradually improving, given the low penetration rate of

FTTH technology. The number of eligible and

subscribed households will increase exponentially

over the coming years.

•In Spain, the market is already well established. The

number of households eligible for fiber-optic

connection is very high, giving providers an incentive

to convert their broadband subscribers to ultra-fast

broadband to recover their investments more quickly.

A €2.3 billion plan was announced that would cover

100% of the country by 2025.

•In Italy, the creation of a single network that combines

the TIM and OpenFiber networks was approved on

September 1, 2020, with the EU providing €6.7 billion

for the country to roll out its fiber network. The large-

scale roll-out of ultra-fast internet has already begun.

Although the historic provider remains unstable and

there have been various changes to governance

structures, this market saw high growth rates in 2021

and 2022. These rates should remain high in the

years to come.

•Finally, in the United Kingdom, where FTTH network

deployment rates remain low, the group is expanding

its offering of services, drawing on the skills of its

English teams, on its ability to source labor in

continental Europe in the face of local labor

shortages, and on the expertise it has developed in

France, Spain, and the Benelux Region. The “Vested”

contract signed with Community Fiber in early 2023 is

a sign that this strategy is working.

Ultimately, in the European ultra-fast Internet market, there

are several trends that stand out:

•Public incentives have been stepped up with the

pandemic to support the roll-out of FTTH technology

throughout Europe. Recovery plans worth €14 billion


	Solutions30 \| 2022 Annual Report		37

Realizations ...

UNIFIBER CHOOSES

SOLUTIONS30 TO HELP CONNECT

200,000 HOMES IN WALLONIA TO

OPTICAL FIBER

Unifiber, a joint venture created in July 2021 by Eurofiber and

Proximus to roll out the fiber-optic network in Wallonia, was

selected by Solutions30 to support it in connecting more than

600,000 homes in Wallonia to ultra-fast Internet by 2028.

have already been put into place for the

telecommunications sector (FTTH and 5G). Countries

only have a limited time to invest these European

subsidies, which has made a fast roll-out even more

important.

•In countries where traditional service providers have

been slow to roll out their FTTH networks, alternative

providers have stepped in, launching the transition to

FTTH networks.

•The regions where the group operates are teeming

with new opportunities. The experience and strong

competitive position that the group has built up in

France are important tools for capturing growth in

these markets.

The current market is estimated to include 142.5 million households that are eligible for a fiber connection, but

that are not yet connected.

With its already solid position in fixed networks, the group

is now looking towards mobile networks as the roll-out of

5th generation (5G) networks begins in some countries.

This roll-out will be slower than initially planned, as service

providers have given priority to building FTTH networks.

The goal of this technology is to facilitate the use of

autonomous vehicles, to make cities more intelligent, to

develop new telehealth solutions or to better manage

industrial activities, logistics and transport, in connection

with the growing number of industry 4.0 experimentation

projects. Solutions30 has begun working in this market,

especially in Spain and in the United Kingdom, where the

group has teams with significant mobile network

experience. Solutions30 has drawn on its expertise in the

telecommunications sector to build a competitive business

offering. Today, it works on behalf of telecom equipment

manufacturers, preparing existing installations and helping

to upgrade them.

Experts believe that soon, many small additional antennas

(microcells) will be rolled out and that edge computing will


	Solutions30 \| 2022 Annual Report		38

Average annual

growth

Homes passed

Homes connected

+4.9%

+9.0%

+0.7%

+4.0%

+8.9%

+8.8%

+21.2%

+26.7%

+31.3%

+46.1%

+10%

+26.6%

+9.5%

+10.9%

+21.9%

+26%

Source: IDATE for FTTH Council EUROPE -

FTTH Forecast for EUROPE - May 2022

Average annual

growth

Average annual

growth

Homes passed

Homes connected

Homes passed

Homes connected

Homes passed

Homes connected

Homes passed

Homes connected

Homes passed

Homes connected

Homes passed

Homes connected

Homes passed

Homes connected

develop to support 5G technology. 5G networks will

handle large volumes of data. To reduce latency, computer

systems will be installed in base stations, close to the

antennas. Solutions30 believes that it is ideally positioned

to participate in the roll-out and maintenance of these

systems. Due to its territorial coverage, it has a significant

competitive advantage over traditional IT companies,

which do not have field teams and are often based in

densely populated areas.

Roll-outs will continue over the long term and 5G will only

become the leading mobile technology in 2026 (source:

Redeye 2021).


	Energy Solutions

At the end of 2022, the group was generating most of its

revenue from “Energy Solutions” in France and Belgium,

installing smart gas and electricity meters, as well as

expanding more and more into new businesses related to

the energy transition, which are beginning to make up for

the loss of historic activities. In this line of business, the

group has solid growth potential based on three factors:

•The roll-out of smart meters in countries that have not

yet fully adopted them

•The rise of electric mobility and the need for charging

stations for electric vehicles

•The growth of renewable energy, especially solar

energy, with the installation of solar panels and the

necessary updates for grids.

This business segment should benefit directly from

massive investments in the European energy transition,

worth €180 billion in 2022, according to BloombergNEF.

Rolling out smart meters

The third “energy package” of European legislation

requires EU member states to oversee the roll-out of

smart meters in their respective countries. This roll-out

may be subject to the condition of a positive long-term

economic cost-benefit analysis (CBA). In terms of

electricity, the goal was to equip at least 80% of

consumers with smart meters by 2020 if the CBA were

positive.

According to the European Commission, the member

states’ commitment is equivalent to an investment of

around €45 billion for installing nearly 200 million smart

electricity meters (covering approximately 72% of

European consumers) and 45 million gas meters (nearly

40% of consumers).

Although estimates vary, the cost of a smart meter

averages between €200 and €250 per customer, while

offering a total benefit per consumer of €160 for gas and

€309 for electricity, as well as an estimated energy

savings of 3%.

Despite these directives, the actual roll-out of smart

meters across the European Union depends on criteria

specific to each member state. These criteria include

regulatory provisions, current standards, and

recommended features to ensure technical and

commercial interoperability and to guarantee data

protection and security.

Thus, each member state has started to roll out smart

electricity meters, but with widely varying time frames and

targets.

Over the last decade, smart meter deployment plans have

been primarily driven by the above-mentioned target of

equipping 80% of consumers by 2020. However,

deployments did not proceed as quickly as planned, and

the latest EU report on the subject, published at the end of

2019, indicated that the initial target would not be met,

with only 72% of households and commercial buildings

equipped on time.

•The countries that are furthest ahead are Italy,

Sweden, and Finland. They have reported penetration

rates above 95%, even well before 2020. Italy is even

preparing for the roll-out of a second generation of

smart meters.

•France, Spain, Luxembourg, and Denmark are all

largely in line with roll-out targets.

•Elsewhere, the roll-out has been slower and the 80%

target will not have been reached by 2020.


	Solutions30 \| 2022 Annual Report		39

•A few countries, including Germany, Belgium, and

Portugal, have chosen not to follow the EU plan, due

to negative economic cost-benefit analyses, and are

instead deploying smart meters more selectively.

In France, Solutions30 has been one of Enedis’ leading

partners since 2015, helping this EDF subsidiary with the

installation of smart electricity meters. It should be noted

that, in France, 95% of electricity meters are operated by

Enedis (formerly ERDF). Solutions30 has installed

approximately 25% of smart electricity meters across 23

regions of mainland France. By the end of 2022, a total of

35 million “Linky” smart meters will have been installed,

with nearly every French household having one. The pace

of roll-outs began to slow in 2021, and this trend

accelerated in 2022 as this market winds down. The

structure put into place to organize these roll-outs,

installation quality, and the trust-based relationship with

Enedis will be important assets for upcoming projects

related to the energy transition, giving the group a

competitive edge.

In Germany, Solutions30 signed a contract in 2019 with

Germany’s leading electricity and gas supplier to install

new smart meters. This first bid was for 2.3 million meters,

out of the 51 million total meters in Germany. Solutions30

won about 20% of this contract and will begin the roll-out

in Brandenburg and Bavaria in January 2020. Due to

bureaucratic and economic reasons, large-scale roll-outs

of smart meters have not yet begun in Germany. In early

2023, the country passed a new law to speed up the roll-

out of smart meters nationally, while also announcing that

only households consuming more than 6,000 kWh per

year would be required to install a smart meter. It is

therefore only a small minority of German households that

will be required to install smart meters, as the average

annual electricity consumption for a German household is

3,500 kWh. The group will continue to monitor changes in

the German market, since while this new law is quite

narrow, electricity providers may decide to launch their

own smart meters roll-out plans.

In Italy, almost all planned smart meters have already

been installed. However, most of these smart meters are

first-generation models, installed in the early 2000s, with a

lifetime of 10 to 15 years. The roll-out of a second

generation has already begun. Enel plans to install

approximately 41 million next generation (2.0) smart

meters over a period of 15 years. Approximately 32 million

will be used for this replacement project, while the

remainder will be dedicated to new installations and

specific customer requests. The overall investment

required for this program is estimated to be around €4

billion. Solutions30 does not want to get involved in this

market since the margins are so thin.

In Belgium, the Flemish service provider Fluvius launched

its smart meter roll-out in March 2021. Unit-T is a

Solutions30 subsidiary that has installed 40% of Fluvius’

4.3 million meters, making an important contribution to

Solutions30’s revenue in the region. These installations

should be finished by December 2024. Until then, unlike

what happened in France, where the end of smart meter

roll-outs came during the pandemic with all its supply

shortages, the ramp-up of growth opportunities for

businesses related to the energy transition should be

effective.

Electric vehicle charging stations

Climate change has made more eco-responsible and less

polluting behaviors a necessity. This means that electric

vehicles can be expected to become much more common

in the years to come. On March 28, 2023, the European

Council adopted a new regulation that set tighter CO2

emissions performance standards for new cars and light

trucks. The new rules contain the following targets:

•55% reduction of CO2 emissions for new cars and a

50% reduction for new light trucks compared to 2021

by between 2030 and 2034

•100% reduction of CO2 emissions for new cars and

new light trucks after 2035

In this context, while the range of electric vehicles on the

market has grown considerably, the lack of charging

stations is slowing their spread and the pressure that

countries have put on manufacturers will likely affect

electricity distribution companies, who will have to roll this

equipment out across Europe rapidly.

Solutions30 has the required skills and certifications to

position itself in this market, thanks to its existing smart

electricity meter deployment activity.

Using data from countries where electric vehicles are

already widely used (Norway and the Netherlands),

Solutions30 has calculated that the average number of

charging stations per electric vehicle is just over 1.1.

Solutions30 has therefore positioned itself to provide

installation and maintenance services for electric vehicle

charging stations. The group believes that its model

enables it to be particularly competitive in the market for

installing charging stations in homes and workplaces,

since installing public charging stations requires more

intensive work. If, to meet customer demand, the group

were to enter this market segment, it would outsource the

most complicated part of such projects to specialists.


	Solutions30 \| 2022 Annual Report		40

Realizations ...

SOLUTIONS30 IS A DAILY

CONTRIBUTOR TO NETWORK

MODERNIZATION DISTRIBUTING

ELECTRICITY ALONGSIDE OUR

PARTNERS.

Our employees have been providing residential demand

response solutions for years, helping to reduce electricity

consumption across the network, decreasing network load

and avoiding blackouts. Next, our technicians will help to

update the modems installed in source stations. This project

will help keep the Linky smart chain working when 2G/3G

networks go offline by replacing 2G/3G modems in Linky

hubs with LTE-M modems.


Estimated share of the total market (volume)	Location	Characteristics
~ 70%	Home	•In-home installation at a lower cost •Landlords and homeowners •Automotive manufacturers, lessors, and fleet owners
~ 20 %	Work	•Installation and fleet managers •Owners of premises •High-quality charge / fast charge •Minor work and maintenance
~ 1 %	Gas stations	•Existing service stations, highways, and others •New dedicated service stations for electric vehicles •Quick charge •Minor work and maintenance
~9 %	Public domain	•Municipalities and public parking lots •Electrical grid and telecom network managers •AC and DC charging stations •Installation and full service

The business model for the electric vehicle recharging

station infrastructure market is being put into place, and

the group is positioning itself with many of the

stakeholders who are likely to play key roles in this

market: car companies, including manufacturers,

dealerships, rental companies, charging station

manufacturers, turnkey solution providers, energy

producers, oil companies, real estate developers, and

municipalities.

Today, Solutions30 has more than 50 active customers

and has become a recognized leader in this still highly

fragmented market. For example, it has partnered with

Enel in Italy, where it provides maintenance services for

existing facilities. In France, it is the primary partner of

Mobilize Power solutions, which oversees the installation

of charging stations for Renault Group customers. It has

also partnered with EDF to help them deploy their “electric

mobility plan” in Europe and will notably be involved in

installing and maintaining charging stations for homes and

small businesses. The group has also signed a pan-

European partnership with EV Box, a subsidiary of Engie

dedicated to providing electric vehicle charging solutions.

Finally, Solutions30 works with oil companies and car

manufacturers who want to install charging stations at

their gas stations, car dealerships, or customers’ sites.

Although it may take more time, given current delivery

delays in the automotive market, Solutions30 expects to

see significant and sustainable growth in this market. In

France, Enedis has installed more than 1.2 million

charging stations, including almost 700,000 in private

homes and nearly 500,000 for companies. The Ministry of

Economy and Finance estimates that by 2030, about 4

million charging stations will be installed in France,

including more than 3.5 million in private homes. The

number of 100% electric or plug-in hybrid vehicles on the

road has gone from less than 1,000 in 2010 to more than

1,100,000 in 2022. At the same time, France has just over

82,000 operating public charging stations, but this falls

below the government target of installing 100,000 public

charging stations by the end of 2021.

On a European scale, the group estimates that by 2025,

more than 6 million charging stations will be installed, and

15 million by 2030. McKinsey estimates that around USD

17 billion in investments are needed to make this a reality

in Europe from 2020 to 2030. In Western Europe, nearly 2

million electric or plug-in hybrid vehicles were sold in

2022. Since the end of 2021, electric vehicles (hybrids and

100% EV) have been outselling gasoline-powered cars.

Renewable energy: solar panels and smart grids

The energy transition and the rise of renewable energy

sources are also an opportunity for Solutions30, which

relies on the expertise of its subsidiary Sotranasa to

provide solar panel installation services to businesses and

to private individuals. The national roll-out of these

services is picking up speed in France and starting to

expand across Europe. Over the last few years, the group

has secured its competitive position and risen to become

one of the five leading players in this market in France. To

date, Solutions30 has completed 434 solar panel projects,

with a total installed capacity of 731 MWp. By leveraging

synergies from its skills and expertise in electrical grids,


	Solutions30 \| 2022 Annual Report		41

Realizations ...

INSTALLING CHARGING STATIONS

AT THE COEUR DEFENSE

BUILDING

Solutions30 installed 483 electric vehicle charging stations in

one of the largest office buildings in Europe, the Coeur

Défense building, alongside Engie Solutions France.

telecom networks, and residential call-outs, Solutions30

can take on solar panel projects of all kinds and sizes. The

group intends to structure its offering in France as it

overcomes its learning curve, since France is one of the

European countries with the highest potential.

Growth in this market should increase over the coming

years, as it is an important factor in securing energy

sovereignty. With the goal of making the European Union

more energy independent, the “RePowerEU” plan raised

renewable energy integration targets from 40% to 45% by

2030, bringing total renewable energy production capacity

to 1,236 GW by 2030.

This ambitious goal will rely heavily on a new solar power

strategy. For example, the European Commission has

proposed to drastically shorten authorization procedures

for renewable energy permits. It has also budgeted €300

billion for between now and 2030 and made solar panels

mandatory for public buildings and shopping malls starting

in 2025, three years from now. This requirement will also

be applied to new housing units built after 2029.

States will therefore need to put incentive structures in

place. In France, for example, outdoor parking lots over

1,500 m2 in size will have sun shades installed with built-

in solar panels. That is just the beginning, as there is more

than 1,100 GW of untapped solar potential across the

country.

According to Ademe (the French Environmental and

Energy Efficiency Agency), unexploited rooftop solar

potential alone represents 364 GW, i.e. three times more

than all the currently active power plants can produce

(nuclear, coal, gas, and renewables combined). Cerema

estimates that there are a further 775 GW of unexploited

potential in open areas and over parking lots. For

comparison, total solar power generation in France was

15.8 GW at the end of Q3 2022.

The Solutions30 group believes that it has the necessary

strengths to eventually thrive in these markets in all the

countries where it operates.

As energy sources become more numerous and energy

needs continue to increase—whether for recharging

electric vehicles or running heat pumps— electrical grids

are being forced to adapt. The irregularity of renewable

energy sources’ contributions to electrical grids is a

serious barrier to their development. The European

Commission estimates that €584 billion in electrical grid

investments is needed between 2020 and 2030, especially

for the distribution network. Of this total, €400 billion in

investments will be allocated to the distribution network

between 2020 and 2030, including €170 billion for

supporting digitalization.

In such a context, smart grids offer considerable

advantages. When integrated into production sites,

network infrastructure, and in consumers’ homes, smart

grids combine digital and electric technologies to optimize

the entire network.

Using smart grids also optimizes electricity use, from its

production through to its consumption. Smart grids collect

data about energy production and consumption using

smart meters, allowing for continuous network monitoring

and operational optimization.


	Technology Solutions

Solutions30 offers two types of services dedicated to IT

support:

- Call-out services to install, configure, and deploy

integrated IT solutions, with continuing support and

maintenance services:

•Deployment, maintenance (uptime assurance), and

computer assistance on site or at a workshop for all

types of devices, IT and network hardware,

multimedia equipment

•Workstation management (IMAC - Install, Move, Add,

Change)

- Service desks available at customer sites, providing

rapid-response service:

•Rapid-response multi-device support: handling

requests and incidents in the working environment

•Preventive and curative maintenance for computer

and multimedia equipment

•Custom VIP / Staff services: telephone and in-person

assistance (even at home) 24 hours a day, 7 days a

week

This more mature market is also undergoing significant

changes. As IT hardware has become more affordable, it

has become a replacement market, where logistics skills

are key, rather than a repair and support market, where


	Solutions30 \| 2022 Annual Report		42

TotalEnergies Renouvelables signed a contract with Sotranasa

to retrofit a 5 MWc solar power plant in Ducos, Martinique. The

group replaced 22,912 solar panels and renewed all electric

cabling over a period of 9 months. The site is in a mangrove

swamp, which created significant accessibility issues.

SOLAR PANEL INSTALLATION FOR

TOTALENERGIES

Realizations ...

UPGRADING THE ELECTRICAL GRID

FOR FLUVIUS

Realizations ...

The abandonment of natural gas as an energy source and the

deployment of electric mobility are driving the need to improve

the electricity grid in Flanders and to establish new connections

with homes and businesses in order to ensure a more reliable

and efficient power supply.In this context that the Flemish grid

operator Fluvius has entrusted Brabamij, a subsidiary of

Solutions30, with new works on its electricity grid.

technical skills are what makes the difference. Solutions30

relies on a dense territorial network of itinerant technicians

and high-performance management tools that enable it to

guarantee short response times and competitive rates.

The group primarily targets companies with many sites

across a given territory (banking networks, large retailers,

etc.) or that need to provide rapid-response residential

call-outs (distributors of high-tech and multimedia

products), as well as IT equipment manufacturers,

providing maintenance services on their behalf.

To accomplish these goals, Solutions30 relies on the

economies of scale created by its organizational structure,

including:

•Logistics centers that facilitate the provision of various

services, from receiving/sending equipment, to

checking, repairing, configuring, or setting up

equipment. These centers also house customers’ off-

site inventory, helping to guarantee rapid response

times. That is why the group opened a new logistics

center in Marly-la-Ville, near Paris, in 2022.

•Call centers, in countries where the group is present

but also in the Maghreb and Eastern Europe that

handle appointment scheduling, first-level technical

support, and remote troubleshooting.

•Proprietary IT tools that automate and track many

tasks, enriching the user experience.

Today, there are new needs that have arisen. Cloud

computing, new types of equipment and mobility are

changing users’ needs. Soon, with the rise of 5G,

connected objects and edge computing—including new

applications and new required peripheral devices—will

generate new needs and new opportunities for

Solutions30’s IT business. New peripheral devices will not

only need to be installed, but they will also require rapid-

response maintenance, no matter where they are located.

Luckily, Solutions30’s core business has already cultivated

the skills needed to capture these new growth

opportunities.

Also, with the rise in remote work during the COVID-19

pandemic, Solutions30’s ability to provide IT support

services in both offices and in private homes has given it

yet another advantage in the sector.

The rise of the Internet of Things has created significant

growth potential for Solutions30 since any connected

object requires physical installation and maintenance.

Industry 4.0, smart cities, smart buildings, smart homes,

self-driving vehicles, and connected health are all

concepts that are beginning to take shape as the related

technologies become more affordable and more widely

available. These technological advances help businesses

to increase productivity and they offer individuals major

benefits in terms of savings, health, and safety.

The Internet of Things covers a wide array of applications,

since almost everything is connected these days.

Solutions30 is already active in this market with several

major corporations as customers, including a telecom

service provider that is rolling out a “connected home”

offering, the world leader in online sales, a manufacturer

of connected medical devices, and a manufacturer of

home automation solutions. This sector represents a

major growth opportunity for the group, whose full scope

remains difficult to assess accurately.

1.5.2 Geographic regions

The Solutions30 group is firmly rooted in France when it

comes to rapid-response multi-technology services for

both the telecommunications and energy sectors.

The group operates in ten European countries:

•France

•Belgium, Netherlands, Luxembourg (Benelux)

•Germany

•Spain, Portugal, (Iberian Peninsula)

•Italy

•Poland

•United Kingdom

In all these countries, the group is trying to duplicate the

more mature French model. The underlying economic

factors in these markets are similar, with strong trends

towards outsourcing rapid-response services and the

presence of structural growth drivers, such as the digital

transformation and the energy transition. The group

believes that it now has a significant positioning in all the

countries where it operates, even though it has not yet

reached its critical target size outside France and the

Benelux region.

Over the last two years, the revenue breakdown by

country was as follows:


In millions of euros	Exercice clos Year ended December 31, 2022	Exercice clos Year ended December 31, 2021
France	425.9	507.3
Benelux	221.9	160.4
Germany	61.8	63.3
Iberian Peninsula	58.9	53.1
Italy	67.5	46.8
Poland	33.6	24.9
UK	35.1	18.2
Total other countries	256.8	206.3
Total Revenue	904.6	874.0


	Solutions30 \| 2022 Annual Report		43

France

Between 2015 and 2020, France drove the group’s growth

thanks to (i) the France Ultra-Fast Broadband Plan, which

facilitated the rapid roll-out of fiber optics throughout

France and its overseas territories, and to (ii) the roll-out of

smart electricity meters. Both markets have now reached

maturity. Where before they were focused on roll-out,

these markets are now shifting focus to maintenance,

which is naturally a more recurring service.

While this is part of the normal market cycle, it comes at

an unprecedented time for the macroeconomic context,

with the lingering effects of the pandemic, supply chain

shortages, war in Ukraine, and high inflation. As many

people were forced to work remotely in 2020 and 2021,

subscriber connections and fiber-optic installations

peaked. This peak was followed by brutal readjustments in

the outsourcing market, with consequences for the entire

value chain. At the same time, supply chain disruptions

delayed new growth opportunities related to the energy

transition.

As a result, activity in France fell sharply in 2022, but has

now reached a turning point as market conditions

normalize. The return to growth will be driven by

structurally promising markets that continue to be sources

of new growth opportunities. This operational transition in

France has led the group to relaunch a medium-term

strategic planning process to anticipate changes in the

markets in which it operates. The aim is to assess the

duration of the underlying technological cycles of its

activities and to implement the necessary operational

transitions upstream.

Benelux

In Belgium, Solutions30 has become one of the main

players in the market for telecommunications sector rapid-

response services thanks to the vested partnership

outsourcing agreement it signed with Telenet and the

creation of Unit-T. Unit-T is a joint venture whose

ownership is split between Solutions30 and Telenet

70%-30%. Unit-T was created in 2018 and now employs

more than 1,500 people. Unit-T has strong growth

potential, both with Telenet and with other customers. This

can be seen in the major contract that was signed with

Fluvius at the end of 2020 to roll out smart meters.

Belgium has launched an ambitious FTTH roll-out plan.

Because Solutions30 has a proven track record elsewhere

in Europe and dense territorial coverage, it is well

positioned and plays an important role in these markets,

as demonstrated by the framework agreements signed

with Fiberklaar or Unifiber.

In the Netherlands, Solutions30 has been working to

strengthen its presence and territorial coverage. In 2019,

the group acquired a 51% stake in I-Holding BV, parent

company of I-Projects Group, which generated €11 million

in revenue and has 130 technicians installing smart

meters and optical fiber. The Netherlands will continue to

provide growth opportunities for the group, with the

second wave of FTTH network roll-outs already underway.

Our newly signed framework agreement with Open Dutch

Fiber is an example of this potential. I-Projects Group’s

position in diversified activities also gives it access to the

markets of tomorrow: deploying electric vehicle charging

stations and installing the connected objects that will be

the core features of tomorrow’s smart cities.

Other Countries

In Germany, Solutions30 will focus on the

telecommunications market, a prime growth driver, while

also keeping an eye out for opportunities in the energy

and IT sectors. The group entered the German market in

2013 with the acquisition of B+F, followed by the

acquisition of Connecting Cable in 2014.

The group then expanded its regional footprint and

consolidated its presence by acquiring ABM in 2017.

Solutions30 has historically provided installation and

maintenance services to the country’s three main telecom

service providers. This provides an important advantage in

a market that is undergoing major changes after the third-

largest provider, Unitymedia, was acquired in 2019 by the

second-largest provider, Vodafone. Solutions30 is now

one of Vodafone’s top five partners. Given the current

political climate in Germany and the way the market is

structured, the country has fallen behind in terms of

telecommunications infrastructure. Only 9% of German

households have an ultra-fast broadband internet

connection. All the major telecom service providers

announced investment programs to roll out FTTH. The

market underwent a rather chaotic start-up phase, but it

now seems ready to take off. With 41.5 million

households, Germany is an extremely promising and

strategic market for Solutions30.

In Spain, Solutions30 boosted its presence by acquiring

Salto Telecomunicaciones and Grupo Magaez in 2018.

After a serious economic slowdown, the group’s activities

have since begun to grow again. The group now intends to

focus on strengthening its relationships with the country’s

main service providers. The group intends to continue

blending organic and external growth by pursuing a

strategy of targeted acquisitions in a highly fragmented

market.

In 2019, the group made the strategic acquisition of

Provisiona, a Spanish company with €3 million in revenue

and 42 employees and that specializes in mobile

networks, especially 5G networks. The group has also

taken over Vitgo Telecomunicaciones, a company with

€8.4 million in revenue. Since then, Solutions30 has

increased its market share in Spain and deepened its

collaboration not only with telecommunications service

providers, but also with telecom vendors like Ericsson and

Nokia.

In Italy, TIM (Telecom Italia) awarded Solutions30 a 5-

year €210 million contract to install its fiber network in the

Piedmont and Aosta Valley regions. This strategic contract

was signed in cooperation with Elecnor, which will provide

and invoice 40% of contract services. This will allow

Solutions30 to prove itself as a key partner for TIM,

securing its future market share for connecting Italian

households to the fiber network and bidding for major

contracts. The group is also continuing its expansion into

both electric mobility and mobile networks in Italy.

Solutions30 acquired a 60% stake in Algor SRL, which

generates a little less than €4 million revenue in the mobile

telecommunications sector.


	Solutions30 \| 2022 Annual Report		44

In Poland, the group carried out two transactions in 2019

to get a foothold in the country: it acquired Sprint’s rapid-

response telecoms services business, as well as the

assets of the Polish company Elmo, one of Orange’s

trusted partners. The market in Poland has very attractive

fundamentals in terms of size, population density, and

market conditions, as the country is continuously investing

in its digital infrastructure.

In 2022, Solutions30 integrated Sirtel into its business.

This mobile network roll-out project management

specialist generates nearly €3 million in revenue. With its

new presence in the Warsaw region, the group was able to

secure a multi-year contract with Orange to provide

installation and maintenance services for the copper wire

and FTTH networks across the Warsaw area.

Solutions30 expanded to the United Kingdom in 2020

when it acquired a 100% stake in Comvergent Ltd., which

generated €17.5 million in revenue in 2019. Since its

acquisition by Solutions30, Comvergent has expanded

into the fixed-line telecommunications sector, supporting

the roll-out of FTTH in the United Kingdom and positioning

itself to get involved in electric mobility. In October 2021,

Solutions30 acquired the client list and certain assets of

the Mono Consultants Ltd company, which provides

turnkey services for rolling out mobile telecommunications

infrastructure, from network design to deployment.

Both of these companies will now do business under the

Solutions30 brand. The group is well-positioned within the

English fixed-line telecommunications market and is now

increasing its market share.

In early 2023, Solutions30 signed its second vested

outsourcing partnership in the UK, after the first was

signed with Telenet in Belgium. Under this contract,

Solutions30 will roll out the Community Fiber network for

more than 200,000 London households. This contract

uses the innovative vested outsourcing model, which

engages both parties on their aligned interests and

objectives, namely creating and sharing value.


	Solutions30 \| 2022 Annual Report		45

RISK FACTORS AND INTERNAL CONTROL

SYSTEM


2.1	Company-specific risk factors	47
2.2	Insurance	51
2.3	Internal control system	52
2.4	Governance, Risk and Compliance Project	55


	Solutions30 \| 2022 Annual Report		46

2. RISK FACTORS AND INTERNAL CONTROL

SYSTEM

2.1. Company-specific risk factors

Risk management

With the GRC project (Governance, Risks, Compliance)

reviewing and strengthening group governance and the

current context of ever more complex, interconnected, and

numerous risks, the decision was made to review the

group risk management policy.

The approach used in this review worked on two levels,

centrally and locally, with coordination from the Risk

Management Department, allowing for optimal risk

management across the group.

The group risk map includes risks identified by the

members of the extended Executive Committee. This risk

map is a dynamic document that will change as different

events impact the group. At the local level, risks are

managed by various departments using the methodology

set out in the group risk management policy.

Risk management is discussed at every monthly extended

Executive Committee meeting.

Governance


	Solutions30 \| 2022 Annual Report		47

As can be seen in the org chart above, the Solutions30 group uses the three lines of defence model to identify, mitigate,

and manage risks:

a. The first line of defence is the operational staff who

manage operational risks.

b. The second line of defence includes supervisory roles,

such as risk management, compliance, HR, finance, etc.

c. The third line of defence are those who conduct

independent audits (internal audits).

Methodology

The group applies a holistic approach to risk management,

examining all the possible risks it faces and how those

risks might interact.

Once they have been identified, risks are evaluated based

on the likelihood they will occur and their impact on

human, financial, and operational resources, or on the

group’s reputation.

The likelihood that a risk will occur is evaluated as follows:


Exceptional	Once every 15 years
Unlikely	Once every 10 years


Likely	Once every 3 years
Very likely	Once every 12 months
Almost certain	Once every 6 months

The impact is evaluated as follows:


Consolidated net income/group revenue
Impact < 0.3	Very low impact
0.3 < Impact < 1	Low impact
1 < Impact < 3	Medium impact
3 < Impact < 5	High impact
Impact > 5	Very high impact

The likelihood and impact of each risk are multiplied together to give the following classification:


P = 5	5	10	15	20	25

P = 4	4	8	12	16	20

P = 3	3	6	9	12	15

P = 2	2	4	6	8	10

P = 1	1	2	3	4	5

Probability / Impact	I = 1	I = 2	I = 3	I = 4	I = 5


Risk Scale

	Very Low

	Low

	Medium

	High

	Very High

The appropriate measures for handling different risks

(acceptance, refusal, transfer, and/or mitigation) are laid

out for each risk and if any mitigation measures are

necessary, they are decided upon after conducting a cost/

benefit analysis.

The most critical risks (red and orange zones) must be

addressed immediately, less critical risks (yellow zone)

can be handled next, and the least critical risks (grey and

green zones) should be subject to regular monitoring.


	Solutions30 \| 2022 Annual Report		48

Types of risk

Risks that have been identified and addressed at the group level can be classified as follows.

Strategic Risks


ESG		Mitigation
ESG criteria are an integral part of the strategy, and of all group projects and actions. Realistic goals have been established in this area. The nature of our business and the current market situation (see risks related to group activities) make meeting the defined ESG goals somewhat complicated.		Several measures have been put into place to manage ESG- related risks and to meet our goals: •Reorganizing the department, with the creation of a dedicated ESG department with an experienced team from across the group •Expansion of the Strategy Committee’s responsibilities to include the ESG dimension •Launching ESG and carbon footprint projects to better target our actions and improve our performance* •Launching environmentally friendly measures and social criteria in collaboration with several of our partners* •Monthly review of select indicators* •Manager bonuses are dependent on meeting ESG goals* * See the “Non-financial performance” of the report (section 3)
This is a high risk for the group.


NON-COMPLIANCE		Mitigation
The GRC project aimed at strengthening the group’s governance has led to the revision and definition of policies, charters, and a whole series of key documents to shape the group’s future. The appropriation and implementation of all these new elements require changes to work habits, which take time and which, to a certain extent, goes beyond the group, with, for example, the Business Partner Code of Conduct. The risk of non-compliance can lead to unethical behavior, financial losses, and have an impact on the group’s reputation.		Several measures have been taken to manage the risks associated with non-compliance: •Communication of tangible results from the GRC project to the various entities of the group via special workshops •Online training •Raise awareness among teams during compliance checks •Management of cases reported via the whistleblower platform •Sanctions applied when governance non-compliance is detected
This is a high risk for the group.


REPUTATION		Mitigation
A smear campaign, harmful media coverage, inappropriate publications or messages may tarnish the group’s image and harm its reputation.		To avoid becoming the target of such attacks, several measures have been put into place: •Governance’s enhancement •Raise awareness among teams •Definition of a crisis management’s plan; •Regular communication policy •Media monitoring system •Participation in external targeted events
This is a medium risk for the group.


	Solutions30 \| 2022 Annual Report		49

Operational risks


SUBCONTRACTORS		Mitigation
In 2022, Solutions30 worked with some 7,500 subcontractors. These subcontractors act in its name and on its behalf, but the group remains responsible for the services that these subcontractors provide. This strategy allows for maximum flexibility. At the same time, this business model exposes the group to risks related to •Subcontractor reputation •How subcontractors manage call-outs •Subcontractor employee qualifications •Subcontractor compliance with labor and immigration laws •Subcontractor compliance with internal group policies These risks could have a negative impact on the group’s reputation and could compromise its ability to meet its commitments, to comply with current regulations, or to meet customer expectations.		The group has developed a third-party verification process. All third parties, including all subcontractors who wish to work for Solutions30 must first undergo a thorough verification of their identity, beneficial ownership, financial solvency, reputation, and connections. This analysis is conducted by a dedicated team of experts who have access to powerful third-party KYC tools. If this analysis does not reveal any risks, the subcontractors are then asked to submit all legal and regulatory documents required for entering into a business relationship to our dedicated mySupplace platform. Only once the preliminary KYC has been conducted without revealing any risks and when the necessary documents have been uploaded to mySupplace can the commercial relationship begin. The mySupplace database is updated continuously by the compliance leads in each country.
This is a high risk for the group.


CYBERSECURITY		Mitigation
The group’s activities and technicians’ call-outs are organized and optimized within the group’s proprietary IT platform. This tool centralizes and assigns call-out requests while optimizing technician travel times, skills, and expertise. Computer attacks and/or technical failures could have an impact on customer and group activities, especially the ability to optimize technician call- outs: reputational damage, disclosure of private information, disclosure of operational information, total or partial loss of access to data, and non- compliance with applicable laws or customer expectations.		All the databases needed for providing group services are backed up at least once a day. This backup system is tested daily by restoring the last production schedule in a debugging environment. The production database is also backed up in real time to a secondary database that can be accessed in 20 seconds. In 2022, Solutions30 strengthened its cybersecurity governance structure and recruited a new group-level CISO (Chief Information Security Officer). The group information security policy was updated. An insurance policy to protect against cybersecurity risks was also taken out.
This is a high risk for the group.


	Solutions30 \| 2022 Annual Report		50


SUPPLY CHAIN		Mitigation
The pandemic and the war in Ukraine have created labor and materials shortages. It has become difficult to find technicians and equipment deliveries are facing significant delays. This situation creates the risks of delays, poor quality, customer dissatisfaction, late payments, cash flow problems, etc.		Several mitigation measures have been put into place to account for this risk: •A focus on recruiting young people that we can train in our training centers •Recruiting in all the countries where the group operates •Complete training program available through S30 Academy •Improved quality thanks to ISO 9001 certification and applying ISO best practices across the group •Long-term planning with our customers to guarantee inventories
This is a high risk for the group.
The current economic situation, marked by the war in Ukraine, inflation and rising interest rates, is increasing the group’s financial risks, particularly interest rate risk and liquidity risk (debt).		Mitigation •Limiting the use of debt •Centralized cash pooling •Rolling budget •Closer cost monitoring (reevaluation, prioritization, reporting, cancellation) •Negotiation with business partners to ensure fee increase transfers
This is a high risk for the group.

Risks related to target markets


GROUP ACTIVITIES		Mitigation
The group operates in market segments that have different levels of maturity. Managing ramp-ups in growing segments and the reorganization in declining segments creates risks: loss of quality, customer dissatisfaction, loss of margins, and difficulty in recruiting.		The group ensures that its business portfolio is diversified geographically, in terms of type of activity and type of client. In addition, the group is developing synergies between activities to allow for skills and staff transfers between them, with the aim of making the transitional phases of growth and decline as short as possible. The use of subcontractors (about half of the group’s stakeholders are subcontractors) is important to add flexibility to the management of transitional phases.
This is a high risk for the group.

Risk review

Risks are reviewed at least once annually and every time

some new event occurs that could affect group activities.

To date, the group has not identified any other

governmental, economic, budgetary, monetary, or political

risk factors that could have a direct or indirect material

impact on group activities.


	Solutions30 \| 2022 Annual Report		51

2.2. Insurance

Solutions30 has set up a centrally managed international

insurance programs covering, among other, general and

professional liability and cyber security. Moreover, each of

the operating subsidiaries of Solutions30 maintains

various local insurance policies that are mandatory at the

local level and at the same time must adhere to insurance

program, that is negotiated and put into place at the group

level, unless there are stricter local regulations or

geographic exceptions in place.

The group’s liability insurance policies were renewed on

January 1, 2023, for a period of one year, based on

market conditions.

Group insurance policies are updated regularly to adapt to

the group’s size and to account for industrial risks through

the global insurance market. The group has policies with

several leading and world-renowned insurers.

Solutions30 believes that its insurance coverage is in line

with industry practice and sufficient to cover normal risks

in its operations. However, in light of the developing

activities and markets in other countries, in Q1 2023

Solutions30 initiated a group-wide audit of its insurance

with an assistance of a top-tier insurance broker. The

mentioned audit aims to ensure the appropriate coverage

in every country Solutions30 operates and to optimize as

well as minimize related costs.

2.3. Internal control system

2.3.1 Definition of internal control

Internal control is an integral part of the group’s

processes. As part of the ongoing transformation

described in section 4.3 of this report, the internal control

process has been reviewed and documented. It aims to

ensure:

•Compliance with laws and regulations

•Application of Management Board directives and

guidelines

•Proper functioning of internal group processes,

especially those to safeguard

•group assets and the proper provision of services

•Reliability of financial information

The goal of the internal control mechanism is to prevent

and control risks that could compromise the group’s ability

to reach its goals.

2.3.2 Internal control organizational structure

The primary bodies that oversee internal control activities

within Solutions30 are as follows:

Audit, Risk and Compliance Committee

The main goal of the Audit, Risk and Compliance

Committee is to assist the Supervisory Board in its

oversight of the Management Board by supervising,

advising, and informing decisions regarding the group’s

compliance with applicable laws and regulations and its

review of internal control and risk management systems,

among other topics.

In line with the Audit, Risk and Compliance Committee

Charter, the Audit, Risk and Compliance Committee’s

groupwide internal control and risk management

responsibilities are as follows:

A.Providing input on group risk evaluation and

management policies, internal control procedures,

and professional ethics procedures (including

procedures for preparing and processing accounting

and financial data), as well as reviewing the

compliance and effectiveness of the mechanisms put

into place to implement these procedures and

policies.

B.Reporting to the Management Board any major

financial risks that the group is exposed to, advising

on matters related to financial information and the

Management Board’s initiatives to monitor and

manage these risks and issues.

C.Preparing reports on fraud, shortcomings, or any

other similar problems that may arise and be relevant

to the group, as the case may be.

Management Board

The Management Board decides on general management

principles that the group will follow. It defines the powers

that will be delegated to BU Directors and to the Executive

Committee, and sets thresholds up to which these powers

apply, if need be. These rules apply to the following areas:

subsidiary management, mergers and acquisitions, legal

affairs, financial management, operational management,

commercial management, human resources management,

and communications.

Executive Committee (ExCom)

The Executive Committee handles any issues concerning

the operations or activities of group subsidiaries in their

various operational and financial aspects.

The Executive Committee meets monthly and also as

often as necessary. Each member of the committee is

responsible for internal control within the BU they oversee

and in line with pre-established rules of power delegation.

Every month, the Executive Committee receives a report

from each BU that includes raw data and analysis, as well

as key performance indicators (KPIs). Besides monthly

activity and financial performance monitoring data, the

report also includes an update on staff, business

opportunities, and major operating risks. All this makes the

report a key internal control tool for the group. At its

monthly meetings, the Executive Committee looks at data


	Solutions30 \| 2022 Annual Report		52

from the previous month and decides what corrective

actions should be taken if any are needed.

Finance Department

The Group Finance Department and the Finance

Departments for each country are jointly responsible for

protecting and providing expertise related to accounting

data.

Financial control is ensured within each subsidiary by

financial controllers who are responsible for both financial

control and internal control. This role reports to the chief

financial officer of each country. Every month, group-level

financial control analyzes the financial performance for

that month and for the year to date. These data are

compared to the monthly budget provisions from the

previous year. This control takes place within each

business unit, as well as at a consolidated group level.

The corporate and consolidated accounts undergo an

external audit each year, which is carried out by group and

subsidiary auditors. The subsidiary inspectors publish

limited investigations after the first half of the year, as well

as a preliminary review and an audit of the year’s

accounts at the end of the year. Any recommendations the

investigators may make are studied, implemented, and

monitored by the group under the supervision of the Audit,

Risk and Compliance Committee.

Legal Department

The Legal Department establishes a general code of

conduct that applies to all group employees and partners,

and oversees the controls that ensure the group’s

operations are in legal compliance.

As part of the GRC project (described in detail in section

2.4 below), several new policies and procedures were put

into place for group employees and partners, namely the

Code of Conduct, the Business Partner Code of Conduct,

the Anti-corruption Policy, and others. The goal of these

policies was to set rules for proper behavior within the

scope of professional activities that would apply to all

employees and subcontractors, as well as to any

representatives, administrators, consultants, or other

service providers acting on behalf of the group or of one of

its various subsidiaries.

All employees, no matter their seniority, must adhere to

the principles of the Code of Conduct in fulfilling all duties

and responsibilities. These principles are based on the fair

and good faith performance of the employee’s contract

and on ensuring that all rules are also followed within an

employee’s team, or by those under their supervision.

Each code of conduct mentioned above is divided into

three sections, which cover the following themes:

A.Individual responsibility as a member of society

•Human rights

•Equal opportunity and equal treatment

•Sustainability and environmental protection

•Donations, sponsorships, and charity

B.Individual responsibility as a business partner

•Conflicts of interest

•Gifts, hospitality, and invitations

•Prohibition of corruption

•Dealings with officials and holders of political office

•Prohibition of money laundering and terrorism

financing

•Free and fair competition

•Prohibition of insider trading

C.Individual responsibility in the workplace

•Occupational safety and healthcare

•Data protection

•Security and protection of information, know-how, and

intellectual property

•IT security

•Handling of company assets

Also as part of the GRC project, Solutions30 introduced an

Internal Control and Risk Management System that

includes policies, guidelines, procedures, and measures to

ensure operational efficiency and compliance with all

applicable laws and regulations.

2.3.3 Control activities

The group has implemented internal control measures that

are based on a survey of existing procedures and policies.

This survey was part of a dynamic initiative to help the

group continuously improve the effectiveness of internal

controls.

The newly implemented policies and procedures aim to:

•Ensure that all work that is carried out, all

management activities, and all employee behavior

respect the framework established by the

Management Board, as well as all current laws and

regulations and internal group rules

•Verify that all communications with and all information

submitted to company entities are reliable and are

accurate reflections of the group’s situation and

activities

One of the primary goals of internal control is to prevent

and control risks arising from group activities, as well as

error and fraud risks, especially in the areas of accounting

and finance.

Beyond its controls that protect internal group

administrative and accounting processes, the group also

carries out controls of the services that it provides. These

control activities are handled by quality managers who

implement, manage, and monitor controls with the

operational teams.

Accounting

Accounting practices aim to:

•Ensure the soundness of the processes used to collect

and process data for the financial information

database

•Guarantee that corporate and consolidated financial

statements are produced consistently, in line with

current laws and regulations, and that they provide a

true and fair view of the company’s situation and

activities

•Make financial information available in a form that

makes it easy to understand and use


	Solutions30 \| 2022 Annual Report		53

•Publish corporate and consolidated group financial

statements within time frames that meet both legal

requirements and the demands of financial markets

•Define and supervise the application of financial

security procedures, including the separation of duties

•Integrate financial security procedures into accounting

and management information systems and identify and

implement other necessary modifications

A new financial ERP (Oracle Netsuite) is currently being

adopted to push process harmonization even farther.

Cash and financing

The Solutions30 finance team manages the group’s cash

centrally. There are procedures in place to limit risk

exposure, notably through managing interest rates,

automatic cash pooling, and the use of deconsolidation

factoring.

Financial communication

The financial communication role is responsible for

sharing information about the group’s finances and

strategy, both within and outside of the group. Financial

information must be shared in strict compliance with

market operating rules and with respect for the equal

treatment of investors (see section 6.6 of this report).

2.3.4 Steps to improve internal control

As part of the GRC project, which is described in detail in

section 4.2 of this annual report, one of Solutions30’s

primary focus areas is “Standardizing Risk Management

Procedures and Improving Internal Control.”

Initiatives in this area have led to (i) the creation of a risk

map and risk log that includes relevant risk scenarios, (ii)

new group-level trainings on the Internal Control System,

(iii) a new Risks and Internal Control System Manual, and

(iv) plans for rolling out the Internal Control System. These

policies, directives, procedures, and measures aim to

ensure operational efficiency and effectiveness, regular

and reliable internal and external financial reporting, and

compliance with all applicable laws and regulations.


	Solutions30 \| 2022 Annual Report		54


2.4. Governance, Risk and Compliance Project

In line with these actions intended to support its strong

growth, Solutions30 initiated a transformation plan with the

aim of further improving its governance framework and

applying the best-in-class practices. The Solutions30

Supervisory Board selected an external partner, a leading

specialist firm, whose support allowed Solutions30 to

launch a project to improve its Governance, Risk

management and Compliance (“the GRC project”).

Through this project, Solutions30 intended to consolidate

its foundations to build a better future for the company and

its growth. Compliance standards were set within the

whole organization to guide all business relations,

between the group and its stakeholders. The objective of

the GRC project was to enhance all policies and

procedures within Solutions30 and apply the best

solutions and harmonized processes throughout the whole

group.

The project ran according to the initially agreed-upon

timeline. The implementation of strengthened risk

management, compliance and governance procedures

has begun and was completed by the end of the first half

of 2022. As a baseline and framework for the GRC project,

Solutions30 chose to use French anti-corruption law Sapin

II and focused on the following workstreams:

1.Standardizing third party due diligence (TPDD)

2.Uniform risk mitigation procedures and enhanced

internal control

3.Revised code of conduct

4.Improving the whistleblowing process and launching

the dedicated whistleblower platform

5.Training

6.Definition of disciplinary actions

7.Monitoring

The following actions were taken as part of the GRC

project: (i) review of all existing policies and procedures,

(ii) analysis of group compliance with applicable anti-

corruption regulations, (iii) in-depth interviews with

Solutions30 and subsidiary management and (iv)

consolidation and analysis of all information gathered in

the above phases to better define areas for improvement.

Below is a summary of the workstreams addressed within

the GRC project, and a status report at December 31,

2022:

1. STANDARDIZING THE TPDD PROCESS


DELIVRABLES		STATUS
•TPDD policy •Upgrade and roll-out of a proprietary IT tool (MySupplace) to enable multiple compliance checks in the context of the due diligence of third parties •Dedicated team identified to perform due diligence using a business intelligence tool •TPDD training and roll-out		•TPDD policy and process communicated and implemented group-wide •TPDD training (including business intelligence tool and mySupplace training) of TPDD Team done •TPDD compliance checks ongoing

TPDD policy outlines the mandatory procedures for

entering, monitoring, renewing, or terminating any third-

party relationship. In addition to the applicable procedures,

the policy also describes the roles and responsibilities and

specifies the mandatory documentation and

consequences in case of non-compliance and breach.

The objective of the TPDD policy is to analyze the integrity

and reliability of business partners and to avoid or at least

minimize financial and reputational risks for Solutions30

resulting from the actions of business partners.


	Solutions30 \| 2022 Annual Report		55

2. UNIFORM RISK MITIGATION PROCEDURES AND ENHANCED

INTERNAL CONTROL


DELIVRABLES		STATUS
•Risk map •Risk register with applicable risk scenarios •Risks and Internal Control System Manual (ICS) •Workshops with the subsidiaries are ongoing •Roll-out and training concept		•Processes and controls are defined, adopted, and formalized •Risks and Internal Control System Manual rolled out •Group Head of Risk & Compliance appointed •Group-wide training kicked off

The Risk and Internal Control System comprises the

policies, guidelines, procedures, and measures for

ensuring the effectiveness and efficiency of operations,

the regularity and reliability of internal and external

financial reporting, and compliance with applicable laws

and regulations.

The main strategic objectives of Solutions30’s ICS are:

•Compliance with applicable laws and regulations

•Effectiveness and efficiency of business processes

•Reliability, timeliness, and transparency of internal and

external reporting

3. REVISED CODE OF CONDUCT


DELIVRABLES		STATUS
•Revision of the Code of Conduct •Revision of the Business Partner Code of Conduct •Communication process defined •Roll-out and training concept		•Code of Conduct revised and deployed •Business Partner Code of Conduct revised and deployed •Implementation and the group-wide training launched

In order to achieve the group’s intended goals, it is of

crucial importance that all employees—from board

members and managers to each individual member—

conduct themselves honestly, fairly, and ethically in

accordance with the principles outlined in the Code of

Conduct. This is the only way to ensure that the entire

Solutions30 group acts with integrity and thereby fulfills its

economic and social responsibilities. Moreover,

Solutions30 is expecting all its business partners to share

Solutions30’s principles and to commit to doing business

responsibly and with integrity and, to achieve it,

Solutions30 introduced a revised Business Partner Code

of Conduct.

4. IMPROVED WHISTLEBLOWING PROCESS


DELIVRABLES		STATUS
•Revision of the whistleblower policy •Whistleblowing Platform (from manual to automated solution) •Whistleblowing process finalized and roles identified •Roll-out and training concept		•New Whistleblowing Platform kicked off •Dedicated Whistleblowing Team identified •Implementation launched

Solutions30 has established and adopted a revised global

whistleblower policy (the “Whistleblower Policy”) to

guarantee the highest possible standards of openness,

honesty, integrity, ethics, and accountability. It is applicable

to all subsidiaries of Solutions30 group and across all

jurisdictions where we operate.

The objective of the Whistleblower Policy is to provide

means for the whistleblowers to report an unlawful act or

omission that constitutes, or may constitute a violation of

—or an inducement to violate—laws and regulations, the

values and principles established in Solutions30’s Code of

Conduct, internal control principles, company policies/

procedures, and/or that could—in the course of relations


	Solutions30 \| 2022 Annual Report		56

with one or more of Solutions30 companies—cause any

type of harm (e.g. economic, environmental, to safety of

workers or of third parties, or merely reputational) to

Solutions30 companies and customers, shareholders,

partners, third parties and, more generally, the community.

Solutions30 launched a dedicated online Whistleblowing

Platform provided by a third party offering a secure two-

way communication with the whistleblower. The platform is

managed by a dedicated whistleblowing team and is made

available through the group’s website. The entire

whistleblowing system at Solutions30 meets the

requirements of EU Whistleblower Directive.

5. TRAINING


DELIVRABLES		STATUS
•Training concept •Training materials •Training schedule and roll-out		•Group-wide training kicked off in June 2022 •Various GRC workshops and sessions were launched and are ongoing

6. DEFINITION OF THE DISCIPLINARY SANCTIONS


DELIVRABLES		STATUS
•Guideline for disciplinary actions •Catalogue of sanctions •Sanctions management policy to ensure standards of conduct within the company •Implementation plan		•Sanctions policy implemented group-wide •Guideline for disciplinary actions and sanctions catalogue implemented group-wide

7. MONITORING

A new Group Audit Manual has been established as an

internal document containing the core principles of internal

auditing and setting out a binding framework for audit and

operational planning, the preparation and performance of

audits, controls, and the creation of reports.

Besides the applicable procedures, the manual also

describes the roles and responsibilities within the

departments and specifies how quality assurance is

ensured within the auditing areas.

Conclusion

The new standards and procedures were implemented in

June 2022, in line with the initially agreed-upon timeline.

GRC training began in 2022 and is still ongoing through

various GRC workshops, TPDD sessions, and compliance

meetings. The GRC Knowledge Center was also

introduced as an internal platform accessible to all

employees in all our operating languages containing all

GRC policies and procedures.

In addition, GRC targets have been included in the annual

objectives of members of the Management Board and key

managers to emphasize the importance of this topic to

Solutions30.

The implementation of the new set of policies and

procedures is monitored and evaluated under the

supervision of the Group Head of Risk and Compliance

through various compliance control exercises in the

subsidiaries of Solutions30 group.


	Solutions30 \| 2022 Annual Report		57

SUMMARY OF GRC SYSTEM PROJECT DELIVERABLES


	Solutions30 \| 2022 Annual Report		58


	Solutions30 \| 2022 Annual Report		59

// NON-FINANCIAL PERFORMANCE


3.1	Sustainable development	61
3.2	Social aspects	71
3.3	Ethical and societal concerns in supply chain management	78
3.4	Environmental policy	83
3.5	Methodological note	94


	Solutions30 \| 2022 Annual Report		60

// CSR FIGURES

2022 VS 2021

ELECTRICITY CONSUMPTION

2,880,428 kWh (-21.5%)

NATURAL GAS CONSUMPTION

299,845 m3 (+69.4%)

INDIRECT GHG EMISSIONS

DUE TO ELECTRICITY CONSUMPTION

436.9 tCO2e (-6.6%)

TOTAL GHG EMISSION INTENSITY

39.72 tCO2e €M revenue (+1.1%)

7.6% REVENUE ALIGNED WITH THE

ENVIRONMENTAL TAXONOMY

AVERAGE WORKFORCE

7,307

CHANGE IN WORKFORCE < 30 YEARS OLD

+4.6% (1,574 employees, 21.5% of the total)

FEMALE EMPLOYEES

+10.5% (1,149 employees, 15.7% of the total)

TRAINING HOURS

183,274 (+8.9% compared to 2021)

SUPERVISORY BOARD AND COMMITTEES

100%

Independent members

with experience

Members with

complementary skills

and remit extended to

ESG

92%

Attendance rate

(average)

5 years

Seniority

(average)

See Section 4 on Corporate Governance for detailed data

3. NON-FINANCIAL PERFORMANCE

3.1 Sustainable development

3.1.1 The 7 principles and highlights

Solutions30 is driving the growth of digital technology and

the energy transition. The group is making the

technological changes that are changing our everyday

lives more accessible to everyone in their homes and

businesses.

Every day, Solutions30’s teams are advancing the digital

transformation by helping users to make the most of

innovations. This approach is made possible by the

Solutions30 idea of service, which influences all our

commitments and is paid back in kind by our customers’

loyalty.

Solutions30 follows a concrete and holistic approach to

environmental, social and governance issues, while taking

all stakeholders into account.

The seven principles of CSR:

As part of its sustainable development strategy,

Solutions30 has based its vision of corporate social

responsibility on seven fundamental principles:

•Developing innovative services with less of an

environmental impact (Global Compact) and that help

to build a sustainable and circular economy;

•Facilitating digital transformation by providing access

to technology for companies and individuals alike;

•Striving for excellence in terms of workplace health

and safety;

•Promoting youth employment and developing human

potential with training and education;

•Optimizing relationships with stakeholders through

transparency and commitment;

•Promoting a culture of integrity within the group;

•Involving suppliers and partners in all its CSR efforts

through communication, interaction, and active

listening.

As a responsible company, Solutions30 is committed to

addressing environmental, social, and governance issues

as part of its day-to-day activities. Solutions30 is

constantly working to improve its CSR strategy and its

ESG reporting practices.

Highlights in 2022

In 2022, the CSR team was reorganized to boost

efficiency and the definitions of governance and CSR

were both updated. The Supervisory Board’s Strategy

Committee became the Strategy and ESG Committee,

placing CSR at the core of group interests and

strategy. Some of the major CSR projects announced

in 2021 became reality, especially the ESG and GRC

projects. A new materiality matrix was allowed to

redefine material issues. International commitments

were renewed, notably the Global Compact.

3.1.2 Sustainability governance at Solutions30

3.1.2.1 CSR reorganization

As part of the initiative to place CSR at the heart of

Solutions30’s activities, the CSR Department underwent a

reorganization. The CSR Department is now at the center

of operations management. It is headed by a member of

the Executive Committee. A CSR director was appointed

and a dedicated team was put into place. This team

includes a quality expert, an analyst, and specialists from

each country for questions related to human resources

and the environment.

The CSR team in each country helps to collect and

communicate data and information and also contributes to

CSR planning and initiatives at the subsidiary level. The

internal group newsletter also always includes topics

related to environmental, social, and governance issues

(accident prevention, energy efficiency, concrete steps to

reduce energy use especially from IT hardware,

transportation, and climate change).


	Solutions30 \| 2022 Annual Report		61

3.1.2.2 Major CSR projects and progress update

In 2022, Solutions30 initiated two major CSR projects:

•The Environment, Social, and Governance (ESG)

project launched in October 2022

•The Carbon Footprint project launched in December

2022

The goal of the ESG project is to redefine the strategy,

prioritize the issues and review our policies. It began in

October 2022 and should run through Q2 2023.

Synergy between the ESG and GRC projects

The governance, risk, and compliance aspects of the GRC

project explained in section 2.4 of this report are part of

the group’s wider CSR concerns, including issues such as

ethics and integrity, respecting human rights,

environmental impact, equal opportunities, and equal

treatment. As part of the GRC project, the Code of

Conduct was updated and a separate Business Partner

Code of Conduct was also developed. All employees and

business partners (suppliers and subcontractors) are

expected to comply with them. There is also a procedure

for flagging or reporting any violations (whistleblowing

platform).

•The internal Code of Conduct includes policies on

human rights, corruption, personal data protection,

computer security, and workplace health and safety.

https://www.solutions30.com/wp-content/

uploads/2022/06/Code-of-Conduct.pdf

•The Business Partner Code of Conduct requires the

same respect for human rights, the environment,

health and safety, and integrity.

https://www.solutions30.com/wp-content/

uploads/2022/06/Business-Partner-Code-of-

Conduct.pdf

Carbon Footprint Project

The Carbon Footprint project looks at the group’s scope 1,

2, and 3 greenhouse gas (GHG) emissions in 2022. It

covers the sites in countries where Solutions30 operates

as well as the centralized IT platform. The methodology

used is ISO 14064-1 and the GHG Protocol, with

emissions figures taken from the databases of the ADEME

French Environment and Energy Management Agency

database for France and from the Department for

Environment, Food, and Rural Affairs in the United

Kingdom.

The Carbon Footprint project is underway and data

collection has begun.

3.1.2.3 Governance and CSR goals

•The Supervisory Board’s Strategy and ESG

Committee is considering how to integrate

environmental, social, and governance issues more

fully into the group’s strategy.

•The Strategy and ESG Committee meeting on

November 10, 2022 focused on current plans to

improve the ESG strategy.

•The ESG Director presents CSR activities every month

at the Executive Committee meeting. The meetings

and discussions mainly focus on how ongoing projects

are being managed and the monitoring of non-financial

performance indicators. These indicators are also

monitored by the Management Board and the

Supervisory Board.


	Solutions30 \| 2022 Annual Report		62

•To better align management interests with a voluntary

ESG strategy, the Supervisory Board has tied the

variable remuneration portion of Management Board

members’ pay to reaching ESG goals. 12.5% of this

variable remuneration now depends on meeting

environmental and social goals, and another 12.5%

depends on meeting governance, risk, and compliance

goals (see item 4.4 below). These same objectives

apply to the variable part of country managers’

remuneration.

The targets for environmental and social goals in 2022

included:

•Training hours, with a goal of 23 hours per employee:

the goal was reached with 25.1 hours per employee,

up 7.7% compared to 2021.

•The number of accidents, as measured by the

accident frequency rate, with a goal of staying below

28 accidents per million hours worked. This goal was

reached, with a rate of 26.2 accidents per million hours

worked, down 15.7% compared to 2021.

•The percentage of new hires under 30 was 38.6%,

above the target of 35%.

•The goal of limiting CO2 emissions to 26,100 tons was

not reached, with emissions totaling 35,927 tons at all

three scopes (1, 2 and 3).

For 2023, goals for Management Board members and

country executives will focus on environmental and social

targets for the supply chain. They are presented in the

table below. The accident rate indicator measures

accident severity and is different to the indicator used in

previous years, which only measured accident frequency.

These indicators and targets were made possible using

interim results from the ESG project.


Scope	Objective	Solutions30 Group Target	Unit
E	Improving CO2 emissions intensity	2% difference between change in revenue and CO2 emissions	tCO2/ €M rev
	Reduce electricity consumption	-15% compared to end 2022	kWh
	Increase Green Energy purchasing	+20% compared to end 2022	kWh
S	Reduce Injury Severity Rate (ISR)	< 0.35 or 0.85 depending on the activities	*
	Hire young people (<30 years old)	≥ 35% of hires	%
	Maintain a certain level of training	≥ 23h / year/ employee	hours
	Equal pay between men and women	100% (for new hires)	%
	Feminize management	≥ 10% (compared to the end of 2022)	%
G	Subcontractors registration in mySupplace	100%	%

* ISR = (N.º days lost due accident / N.º hours worked)*1000

NOTE: E - Environment; S - Social; G – Governance

3.1.3 The ESG project

The ESG project is overseen by the CSR Director and led

by an external consultant with ESG expertise. After

stakeholders and potential issues were identified, a series

of interviews led to the creation of a new materiality matrix,

which was fairly similar to the previous version. The group

will use this new materiality matrix in 2023 to set or

strengthen policies to tackle the most pressing or

resolvable issues and will set out action plans for the

years to come.

3.1.3.1 Stakeholder identification

Solutions30 identified customers, suppliers and

subcontractors, employees, investors, training institutions,

and employment agencies as its essential stakeholders.

Solutions30 also included certifying bodies in this list.

Customers: Solutions30 is in constant dialog with its

customers, who regularly audit it to verify how services are

provided, how it is meeting their needs, and to evaluate

the group’s role in their own activities. These audits help

Solutions30 to identify areas for improvement, new

opportunities, and potential strategic changes.

Employees: Group employees receive anonymous

surveys to measure well-being, workplace environment

quality, job satisfaction, workplace satisfaction, and other

aspects of their professional lives. The group offers what it

sees as critical training to its employees, both to improve

the quality of operations and to motivate and reward

employees. The group communicates with its employees

through the Solutions30 newsletter, a channel for sharing

information and starting discussions while also providing

information about Solutions30 and its subsidiaries. The

newsletter is also used to promote corporate social

responsibility (CSR). Labor relations are another channel

for communication. The group has signed several

agreements with the labor bodies representing its

employees and labor relations are seen as positive. In the

latest satisfaction survey conducted in France, 95% of

respondents stated that they liked their work, and 50%

said they wanted to explore other jobs within the group.

Such interest in internal mobility will help retain talent and

allow the group to fully leverage employee skills.

Subcontractors: The group is in constant contact with its

business partners, who are bound to follow the code of

conduct specifically written for them and to meet

Solutions30’s compliance criteria.

Investors and shareholders: Solutions30 is in regular

contact with investors through in-person and virtual

meetings held when revenue and earnings figures are

published, roadshows, general meetings, permanent

dialog, and financial reporting. There is a dedicated team

that ensures transparent communication with investors

and shareholders. Along with the CSR team, the investor

relations team answers questions and information

requests from non-financial ratings agencies. They also

often discuss environmental, social, and governance

issues with potential investors, analysts, and

shareholders.


	Solutions30 \| 2022 Annual Report		63

Employment agencies and training institutions: The

quality of its new hires is of the utmost importance to

Solutions30, which has entered into several partnerships

with employment agencies and training institutions across

several European countries.

A new stakeholder mapping was completed as part of the

ESG project. This new map included information about

how much of an impact Solutions30 has on each of these

stakeholders, on the major issues for Solutions30 that they

are involved in, and the frequency of their contact with

Solutions30.

The new stakeholder map is a good summary of the

analysis provided above, listing the following stakeholders

as priority stakeholders:

•Subcontractors

•Customers

•Employees

•Investors and financial actors

•Employment agencies and training institutions

Other stakeholders include:

•Suppliers

•Technical certifiers

A detailed description of the different channels used to

communicate with various group stakeholders is provided

below.


Priority stakeholders	Communication channel	Frequency of communication/links
Subcontractors	External Business Partner Code of Conduct, on- site training, registration on mySupplace, third- party verification process	Continuous
Customers	Customer audits, management reviews	Continuous
Employees	Training, evaluations, newsletter, social dialogue	25 hours of training per employee on average in 2022, monthly newsletter
Investors/financial actors	Financial and non-financial reporting, financial communication	Continuous
Employment agencies and training institutions	Partnerships, training	Continuous

Suppliers	External Business Partner Code of Conduct, third-party verification process	Continuous
Technical certifiers	Audits, consulting	Continuous

STAKEHOLDERS MAPPING figure below:


	Solutions30 \| 2022 Annual Report		64

3.1.3.2 Identifying major stakeholder issues

A panel of 17 internal stakeholders ranked these issues by

their importance for Solutions30 in five areas:

•Group products and services

•Environment

•Social

•Societal

•Governance

The stakeholders assessed to what degree each issue

affects Solutions30’s economic, environmental, and social

performance.

A panel of 10 external stakeholders, including customers,

suppliers, investors, and auditors/certifiers, ranked the

same issues by importance from their own point of view,

as part of their relationship with Solutions30.

It seems that the internal stakeholders ranked the issues

more from the point of view of commercial, strategic, and

financial risks and rewards, i.e. the so-called financial

materialities, which would have a direct impact on group

financial flows.

The external stakeholders, however, ranked the issues

and Solutions30’s expectations from the point of view of

what consequences Solutions30’s actions and attitudes

might have for them, i.e. from the point of view of impact

materiality.

The stakeholders evaluated each issue and gave it a

score. The issues that received the most points were

identified as of material importance.

With help from an external consultant, Solutions30 made a

list of 21 CSR issues that are important for the group and

for its business sector.

These 21 issues are given in the table below:

Preselection of the CSR issues for Solutions30 : 21 issues were identified

The CSR issues listed below were selected from the 42 mandatory themes in the Grenelle II law, non-financial standards

(GRI, SASB), and draft ESRS sustainability standards of the future CSRD.


Products and services	Environement	Governance	Social	Societal
Innovation and research and development Customer experience and satisfaction	Circular economy, use of resources and waste management Energy management and energy efficiency Climate change (mitigation and adaptation) Sustainable mobility Contribution to the energy transition (delivering of eco-friendly solutions and services) Environmental management system and certifications	Company governance Responsible procurement Due diligence and evaluation of suppliers and subcontractors Business ethics and regulatory compliance Cybersecurity, data protection and privacy	Health and safety for employees and subcontractors Attractiveness and retention (including quality of life, remuneration etc.) Training and skills development Diversity and inclusion (including youth employment, gender equity, discrimination, disability) Social dialogue and collective bargaining	Dialogue and partnerships with stakeholders Engagement with local communities Development of the digital and technological accessibility and inclusion

3.1.3.3 Identifying the material issues

As indicated above, the interviews conducted with internal

and external stakeholders helped to determine which

issues were the most important from a financial materiality

standpoint, and which were most important from an impact

materiality standpoint. A materiality matrix was created to

account for this double materiality or “double relative

importance.” The upcoming CSRD (Corporate

Sustainability Reporting Directive) guidelines for

sustainability reporting will require that both impact

materialities and financial materialities be taken into

account.

Our analysis showed that the opinions of the internal and

external stakeholders that were interviewed converged to

determine which issues were of material importance.

However, this result was still dependent on the size of the

stakeholder panels and on their makeup.

The materiality analysis conducted as part of the ESG

project also confirmed, in broad strokes, the results of the

2021 analysis.


	Solutions30 \| 2022 Annual Report		65

Solutions30 materiality matrix

Twelve issues stood out as material issues in the

materiality matrix.

They are given below:

■For the environment:

•Sustainable mobility

•Climate change

•Contributing to the energy transition

•Environmental management system and certifications.

■For social concerns:

•Health and safety of employees and subcontractors

•Training and skills development

•Manager recruitment and retention

■For governance:

•Cybersecurity, data protection, and privacy

•Business ethics and regulatory compliance

•Due diligence and evaluation of suppliers and

subcontractors

•Group-level governance

■For products and services:

•Customer experience and satisfaction

Among these 12 issues, six were identified as critical by

internal stakeholders. These were:

•Customer experience and satisfaction

•Cybersecurity, data protection (and privacy)

•Health and safety of employees and subcontractors

•Employee training and skills development

•Manager recruitment and retention

•Business ethics and regulatory compliance

Solutions30 will focus its actions on these issues and has

already implemented policies and has or will launch action

plans with goals and indicators, for the following issues in

particular:

•Customer experience and satisfaction

•Health and safety of employees and subcontractors

•Training and skills development

•Manager recruitment and retention

•Business ethics and regulatory compliance

These issues are discussed in detail below.

3.1.4 International commitments, standards and

frameworks, non-financial ratings

Solutions30 has joined several international initiatives led

by the United Nations, including the Global Compact and

the Sustainable Development Goals.

3.1.4.1 Engagement with the Global Compact

The United Nations Global Compact is an initiative

launched in 2000 by the then Secretary General Kofi

Annan. He called on companies around the world to align

their practices and strategies with ten principles based on

fundamental United Nations texts on human rights, labor

rights, the environment, and anti-corruption practices. The

goal of the Global Compact is to improve the impact that

companies have on the world by following these ten

principles and by communicating about how that work is

done.


	Solutions30 \| 2022 Annual Report		66

HUMAN RIGHTS

•Principle 1: Support and respect the protection of

internationally proclaimed human rights.

•Principle 2: Make sure to not become complicit in

human rights abuses.

INTERNATIONAL LABOR STANDARDS

•Principle 3: Uphold the freedom of association and

recognize the right to collective bargaining.

•Principle 4: Contribute to the elimination of all forms

of forced and compulsory labor.

•Principle 5: Contribute to the effective abolition of

child labor.

•Principle 6: Contribute to the elimination of

discrimination in respect of employment and

occupation.

ENVIRONMENT

•Principle 7: Use a precautionary approach to

environmental challenges.

•Principle 8: Undertake initiatives to promote greater

environmental responsibility.

•Principle 9:Encourage the development and diffusion

of environmentally friendly technologies.

ANTI-CORRUPTION

•Principle 10: Work against corruption in all its forms,

including extortion and bribery.

Solutions30 has signed the United Nations Global

Compact and has since renewed its commitment to

promote and apply all ten principles within its sphere of

influence and to contribute to the advancement of the

Sustainable Development Goals.

3.1.4.2 Contributing to the United Nations Sustainable

Development Goals

After the Millennium Development Goals, in 2015, the

United Nations created a new set of objectives, the

Sustainable Development Goals, to be achieved by 2030.

These 17 goals are broken down into sub-goals and

measured by indicators.

The 17 Sustainable Development Goals

As indicated above, contributing to the realization of the

Sustainable Development Goals is expected of companies

that have signed the Global Compact.

Solutions30 contributes to the advancement of several

Sustainable Development Goals and to certain sub-goals

in particular. Because of its business sector and the

products and services it offers, Solutions30 is best

positioned to contribute to Goals 8 and 9, as well as Goal

12, even if the group’s primary focus is not on repairs,

recycling, or reuse. In light of its values and commitments,

and also of the energy savings made by some of the

technologies it works with, Solutions30 also contributes to

Goals 3, 4, and 13.


	Solutions30 \| 2022 Annual Report		67




Goal #3 Ensure healthy lives and promote well- being for all at all ages.	Goal #4 Ensure inclusive and equitable quality education and promote lifelong learning opportunities for all.	Goal #8 Promote sustained, inclusive, and sustainable economic growth, full and productive employment, and decent work for all.	Goal #9 Build resilient infrastructure, promote sustainable industrialization and foster innovation.	Goal #12 Establish sustainable consumption and production patterns.	Goal #13 Strengthen resilience and adaptive capacity to climate- related hazards and natural disasters in all countries.

Several studies commissioned by Europacable have

shown that when compared to DSL, xDSL vectoring, and

Docsis, fiber networks at 50 Mbps consume 56 kWh per

person per year, compared to 88 kWh for Docsis. This

makes the equivalent carbon emissions for fiber 1.7 tons

compared to 2.7 tons for Docsis. The greater the

connectivity, the less energy is consumed. Fiber

networks rely on fewer intermediate devices and

amplifiers than other technologies, which improves their

energy efficiency.

Source :

https://europacable.eu/wp-content/uploads/2022/07/

Europacable-Whitepaper-on-Energy-Efficiency-of-Fiber-

networks-05-July-2022.pdf

To illustrate its contributions to realizing the Sustainable Development Goals, the following table is provided as a

summary of relevant indicators, some of which are also used for separate group targets.


SDG 3	SDG 4	SDG 8	SDG 9	SDG 12	SDG 13
3.6/5: employee satisfaction score on dedicated surveys	183,274 hours of training in 2022	38.6% of new employees in 2022 were under 30	More than 15,000 internal and external technicians	47,300 printers repaired	21.5% decrease in electricity consumption
76.5% of employees covered by ISO 45001 and 16.8% of employees covered by the VCA standard**	25 hours of training per employee on average in 2022	21.5% of employees are under 30	80,000 call-outs per day	178,000 computers repaired	65% of group revenue covered by ISO 14001

3.1.4.3 Frameworks, standards, certifications, social

charters

Below is a list of social charters, frameworks, standards,

and codes of conduct that the group enforces, as well as

texts that Solutions30 has committed to follow.

These commitments cover environmental, social, and

societal issues, including ethics, product and service

quality, data protection, etc.

The primary texts, frameworks, and standards are as

follows:

■Social charters


	Solutions30 \| 2022 Annual Report		68

CSR

OBJECTIVES

Affirming our historic values

Relations with

partners

TYPES OF CHARTERS

Charters in favor of:

•Employees with disabilities

•Freedom of opinion, neutrality, and

secularism in the workplace

•Senior employment

•Fighting discrimination and racism

•Gender equality

■Global Reporting Initiative (GRI) Index

■Quality, Health and Safety, and Environment

(QHSE) Management System

Solutions30 has developed a QHSE system for quality,

health and safety, environment, and data security

management in line with ISO standards (ISO 9001, ISO

14001, ISO 45001, and ISO 27001). This QHSE system

has received the following certifications.

•ISO 9001:2015 for Quality Management: France, Italy,

Luxembourg, Spain, and since 2022: Belgium, Poland,

United Kingdom.

•ISO 14001:2015 for Environmental Management:

France, Italy, Luxembourg, Spain, and since 2022:

United Kingdom.

•ISO 45001:2018 for the Health and Safety

Management System: France, Italy, Luxembourg,

Poland, and since 2022: Spain, United Kingdom.

Belgium and the Netherlands are certified under the

VCA** standard (with a rating of two out of a possible

three stars).

■Information Security

•ISO 27001:2013 for the Information Security

Management System: France, Italy, Luxembourg,

United Kingdom, and countries not certified but whose

practices comply with this standard: Germany,

Belgium, Spain, Netherlands, Poland.

•BBB_VPP on protecting privacy information: France,

Belgium, Italy, Germany, Luxembourg, Spain,

Netherlands, and United Kingdom currently

undergoing certification with completion expected in

2023. Poland: not certified, but practices comply with

the standard.

Principles of ethics, environmental protection, and equal

opportunities are discussed in the group codes of conduct:

Code of Conduct https://www.solutions30.com/wp-content/

uploads/2022/06/Code-of-Conduct.pdf

Business Partner Code of Conduct https://

www.solutions30.com/wp-content/uploads/2022/06/

Business-Partner-Code-of-Conduct.pdf

■Human rights texts:

•OECD Guidelines for Multinational Enterprises, 2011

Edition

•UN Guidelines on Businesses and Human Rights

•ILO Conventions1

•International Charter of Human Rights2

■The ten principles of the Global Compact

established by the United Nations (see above) and

the Sustainable Development Goals.

3.1.4.4 Non-financial ratings

Solutions30 responds to questionnaires from non-financial

ratings agencies such as ISS ESG, V.E. (formerly Vigeo

Eiris, the 2022 rating will be published in May 2023),

MSCI, Sustainalytics, CDP, Gaïa, and EcoVadis.

Rating Agencies 2022 (002)_page-0001.jpg


	Solutions30 \| 2022 Annual Report		69

[1] The 1998 ILO Declaration on Fundamental Principles and Rights at Work was amended in 2022. In 2022, two fundamental conventions on

Occupational Health and Safety were added to the eight existing fundamental conventions on 1) the freedom of association and protection of the right to

collective bargaining, 2) the elimination of forced and compulsory labor, 3) the abolition of child labor, 4) the elimination of employment and professional

discrimination.

[2] The International Charter of Human Rights includes the 1948 Universal Declaration of the Rights of Man, two international compacts, one on civil and

political rights and the other on economic, social, and cultural rights, as well as two optional protocols that support the International Covenant on Civil

and Political Rights, allowing for individual claims and the abolition of the death penalty.

(*)VE and MSCI put

Solutions30 in the “IT”

industry, comparing the

group with companies like

Microsoft or Adobe. The

group is currently reviewing

its segment classification to

make it more

representative of its

business.


	Solutions30 \| 2022 Annual Report		70

AVERAGE WORKFORCE IN 2022

7,307 (15.7% Women)

INCREASE IN FEMALE EMPLOYEES

10.5%

TOTAL NUMBER OF TRAINING HOURS

183,274 (25.09 HOURS/ EMPLOYEE; +7.7% compared to 2021)

YOUNG PEOPLE UNDER 30

HIRES

924

AS A SHARE OF ALL HIRES

38.6%

GROWTH

4.6%

AS A SHARE OF ALL EMPLOYEES

21.5%

EMPLOYEES ON PERMANENT CONTRACTS IN 2022

89.2%

3.2 Social aspects

3.2.1 Human resources

In a world where production goods are becoming more

and more accessible, human capital is what can make the

difference between companies that are competitive and

those that are not, between companies that create

sustainable value and those who gradually lose their

capacity for wealth creation.

3.2.1.1 Human resources policy

Solutions30 considers its employees to be its most

precious asset and is therefore committed to creating a

productive and creative workplace that promotes well-

being, mutual respect, and employee growth through

training courses and equal opportunities.

The goal of the framework human resources policy is to:

•Define and disseminate a human resources

management model that will help Solutions30 to

attract, promote, and retain talented employees.

•Encourage the personal and professional growth of all

employees by involving them in the company’s

success and guaranteeing that their work will be safe

and satisfying.

The framework human resources policy lays out

guidelines for labor relations in all countries where the

group is active. It serves as a reference when setting

group objectives for selecting professionals, providing

stable and quality employment, creating stable

relationships with employees, workplace health and safety,

training and personal development, and social dialog.

Human resources management is governed by a respect

for diversity, equal opportunities, non-discrimination, and

the alignment of employee interests with the group’s

strategic objectives.

3.2.1.2 Solutions30 Employees

In 2022, the average number of Solutions30 employees

was 7,307.

The geographic distribution of employees reflected

changes in revenue. The share of employees in France

fell below 50% of all employees for the first time in 2021

(47.6% of employees in 2021), standing at only 43% of all

employees in 2022. This is a sign of the maturity of the

French market and of growth in other countries.


Country	Average workforce in 2020 as % of total	Average workforce in 2021 as % of total	Average workforce in 2022 as % of total
France*	53%	48%	43%
Belgium/Luxembourg	14%	16%	14.5%
Poland	14%	13%	13.2%
Spain	7%	9%	10.2%
Italy	4%	6%	7.3%
Germany	8%	7%	6.7%
United Kingdom	‘-	1%	2.8%
Total	100%	100%	100%
*Employees in France include the 306 employees at the shared services center based in Portugal.


	Solutions30 \| 2022 Annual Report		71


AVERAGE WORKFORCE PER COUNTRY	2020			2021			2022
AVERAGE WORKFORCE PER COUNTRY	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
France	3,246	570	3,816	2,858	582	3,440	2,560	579	3,139
BeneLux	967	82	1,049	1,041	102	1,143	1,102	126	1,228
Germany	559	50	609	468	61	529	426	63	489
Italy	243	32	275	387	44	431	486	47	534
Spain	436	70	506	542	99	641	604	142	746
Poland	831	150	981	819	129	948	834	135	969
United Kingdom				76	23	99	146	57	203
TOTAL	6,282	954	7,236	6,191	1,040	7,231	6,158	1,149	7,307

In 2022, 89.2% of Solutions30 employees were under long-term contracts, which shows how important offering stable

employment is to the company.


WORKFORCE BY EMPLOYMENT CONTRACT	2020			2021			2022
WORKFORCE BY EMPLOYMENT CONTRACT	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
Average number of employees with open-ended contracts	5,443	885	6,328	4,961	911	5,872	5,496	1,021	6,517
Average number of employees with open-ended contracts
Average number of employees with temporary contracts	839	69	908	1,230	129	1,359	662	128	790
Average number of employees with temporary contracts
TOTAL	6,282	954	7,236	6,191	1,040	7,231	6,158	1,149	7,307

In 2022, women made up 15.7% of all employees. The number of women grew by 10.5% in 2022, compared to 2021.

The percentage of women as a share of all group employees was also up (14.4% in 2021 and 13.2% in 2020).

Women make up 32.2% of managers, 42.5% of employees who work in management or administration roles, but only

6.7% of technicians and operators.

18.6% of all women employees are managers.


WORKFORCE BY EMPLOYMENT LEVEL	2020			2021			2022
WORKFORCE BY EMPLOYMENT LEVEL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
Managers	291	109	400	317	103	420	450	214	664
Staff employees	357	203	560	569	356	925	792	582	1,374
Technicians & Operators	5,634	642	6,276	5,305	581	5,886	4,916	353	5,269
TOTAL	6,282	954	7,236	6,191	1,040	7,231	6,158	1,149	7,307

In 2022, 4.0% of employees were on part-time contracts, 8.5% of women and 3.2% of men.


PART-TIME	2020			2021			2022
PART-TIME	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
Average number of employees	133	56	189	232	98	330	197	98	295
% employees on the total	2.1%	5.9%	2.6%	3.7%	9.4%	4.6%	3.2%	8.5%	4.0%

3.2.1.3 Youth employment

Youth employment is a major global issue and political

concern. Providing young people with every chance to

grow their potential and to prosper as part of the green

and digital transition is also a priority for the European

Union.

It is more important than ever to master and maintain

technical skills that are becoming more and more

complex. From this viewpoint, young people are a key

growth driver for Solutions30.

Solutions30 has developed proven recruitment processes

to attract candidates and then train its employees. To

support its growth and constantly incorporate new skills,

the group has created a vast training program that allows

it to hire young people who may not have a degree, failed


	Solutions30 \| 2022 Annual Report		72

to obtain one, or people undergoing professional

retraining, significantly improving their employability.

The fundamental principles of selection and recruitment

are as follows:

•Help young people find their first job;

•Make offers to candidates that match their value,

promoting the selection and hiring of the best

professionals;

•Ensure that selection and hiring processes are

objective and impartial;

•Promote the recruitment of different skill profiles.

Young people under the age of 30 made up 21.5% of all employees in 2022 (compared to 20.8% in 2021).


WORKFORCE BY AGE	2020			2021			2022
WORKFORCE BY AGE	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
< 30 years old	1,200	227	1,427	1,238	267	1,505	1,258	316	1,574
30-55 years old	4,285	654	4,937	4,111	695	4,806	4,002	789	4,791
> 55 years old	797	73	870	842	78	920	874	68	942
TOTAL	6,282	954	7,236	6,191	1,040	7,231	6,134	1,173	7,307


WORKFORCE HIRES BY AGE	HIRES 2021			HIRES 2022
WORKFORCE HIRES BY AGE	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
< 30 years old	785	199	984	744	180	924
Rate*	63.4%	74.5%	65.4%	59.1%	56.9%	58.7%
30-55 years old	1,127	176	1,303	1,140	216	1,356
Rate*	27.4%	25.3%	27.1%	28.5%	27.4%	28.3%
>55 years old	102	6	108	104	9	113
Rate*	12.1%	7.7%	11.7%	11.9%	13.2%	12.0%
TOTAL	2,014	381	2,395	1,988	405	2,393
Rate*	32.5%	36.6%	33.1%	32.4%	34.5%	32.8%

* Rates are calculated as the ratio between the number of people hired and the average number present during the year.

Young people under 30 accounted for 38.6% of all hires in 2022


HIRES < 30 YEARS OLD	HIRES 2021			HIRES 2022
HIRES < 30 YEARS OLD	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
< 30 years old	758	199	984	744	180	924
Total hires	1,987	381	2,395	1,988	405	2,393
Rate	38.1%	52.2%	41.1%	37.5%	44.5%	38.6%


WORKFORCE TURNOVER BY AGE	TURNOVER 2021			TURNOVER 2022
WORKFORCE TURNOVER BY AGE	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
< 30 years old	654	134	788	696	120	816
Rate*	52.8%	50.2%	52.4%	55.3%	38.0%	51.8%
30-55 years old	1,255	187	1,442	1,248	192	1,440
Rate*	30.5%	26.9%	30.0%	31.2%	24.3%	30.0%
>55 years old	217	27	244	228	12	240
Rate*	25.8%	34.6%	26.5%	26.1%	17.6%	25.5%
TOTAL	2,126	348	2,474	2,172	324	2,496
Rate*	34.3%	33.5%	34.2%	35.4%	27.6%	34.1%

*Rates are calculated as the ratio between the number of people who left (turnover) and the average number present during the year.


	Solutions30 \| 2022 Annual Report		73

The turnover rate, which is particularly high among men

under 30, is explained by the nature of the group’s

activities and by the fact that this is often their first job. The

group is structured to absorb this turnover rate.

3.2.1.4 Training, talent management, and performance

monitoring

3.2.1.4.1 Training and talent management

Training is of the most importance for Solutions30. In spite

of the pandemic, the group was able to provide 168,338

hours of training in 2021. In 2022, this figure grew by 8.9%

to 183,274 hours, or 25.09 hours per employee.

As described above, Solutions30 hires many young

people, some with few academic qualifications, and

significantly improves their employability by providing them

with professional training, new job prospects, and

opportunities. In terms of total training hours, technicians

are the greatest beneficiaries of these programs. They

receive two thirds of all training hours that the group

provides.


TOTAL HOURS OF TRAINING PER GENDER AND CATEGORY	2020			2021			2022
TOTAL HOURS OF TRAINING PER GENDER AND CATEGORY	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
Managers	3,067	944	4,011	4,460	1,509	5,968	5,737	2,204	7,941
Staff employees	2,345	5,049	7,393	10,580	16,620	27,200	23,417	24,006	47,423
Field technicians & Operators	114,784	12,617	127,401	131,049	4,121	135,170	121,519	6,390	127,909
TOTAL	120,196	18,609	138,804	146,088	22,249	168,338	150,673	32,601	183,274


HOURS AVERAGE OF TRAINING PER GENDER AND CATEGORY	2020			2021			2022
HOURS AVERAGE OF TRAINING PER GENDER AND CATEGORY	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL	MEN	WOMEN	TOTAL
Managers	10.5	8.7	10	14.1	14.7	14.2	12.8	10.3	12
Staff employees	6.6	24.9	13.2	18.6	46.7	29.4	29.6	41.1	34.5
Field technicians & Operators	20.4	19.6	20.3	24.7	7.1	23	24.7	18.1	24.3
TOTAL	19.1	19.5	19.2	23.6	21.4	23.3	24.6	27.8	25.1

The group has created a dedicated interactive platform

called Solutions30 Academy to:

•Adequately provide specific trainings, with constant

updates;

•Monitor employee progress and improvement.

A vast program of trainings are offered in specific training

centers as e-learning modules or in-person trainings.

The group cooperates with local authorities, notably::

•Employment agencies (French employment agency

Pôle Emploi and the Flemish public employment

bureau VDAB);

•Universities (Vigo, Grenada, Malaga, and La Rioja in

Spain);

•Institutes, such as the German institute Dibkom for

broadband communication;

•The Polytechnic Institute of Milan, the Aggregate

Schools of Communication in Gdańsk (Gdansk

Technikum Łączności) and Szczecin (Szczecin

Technikum Łączności) in Poland, COSINUS/Technical

High School, where our partnership began in 2021.

Talent management within the group focuses on training,

with:

•The creation of a conceptual framework for all training

activities that aims to help employees to increase their

qualifications, to adapt to a multicultural work

environment that is open to change, and to promote

the sustainable development of company activities;

•The creation of training plans to improve professional

skills, adapt the workforce to organizational changes,

and help onboard new employees.


	Solutions30 \| 2022 Annual Report		74

LUNA BEAULIEU - Copper and

Fiber Optic Customer Intervention

Technician | Solutions30 Belgium

After my Fiber Indoor Splicing training, I became the first

woman fiber-optic technician in the Proximus network in

Belgium. I really feel like I’m engaged in my work. Every job

is a different kind of challenge. Customers are often

surprised to see a woman on a call-out, but they quickly see

that my work meets their expectations.

“

A word fro m ...

Training is a key part of professional qualifications,

opening the door to promotion opportunities within the

group.

The training program includes elements that promote a

culture of ethical behavior.

At Solutions30, professional development trainings are

mostly given to office employees working in areas where

special skills are required, such as organizing work flows,

project management, and management control, but also to

technicians. The technical training program opens the

door for them into the world of employment. With the skills

they acquire at Solutions30, some may eventually move

on to other employers while others will continue to grow

professionally within the company, perhaps moving into

management.

3.2.1.4.2 Performance evaluation


EMPLOYEES RECEIVING ANNUAL PERFORMANCE REVIEWS (%)	2020		2021		2022
EMPLOYEES RECEIVING ANNUAL PERFORMANCE REVIEWS (%)	MEN	WOMEN	MEN	WOMEN	MEN	WOMEN
Managers	24.7%	35.6%	23.7%	37.9%	50.7%	33.6%
Staff employees	19.6%	16.5%	49.4%	44.3%	41.0%	39.0%
Field technicians & Operators	16.6%	7.4%	23.6%	34.4%	32.9%	10.2%

Individual performance review interviews, professional

development goals sharing sessions, and special

management initiatives for highly qualified employees are

all conducted regularly.

Over the years, Solutions30 has constantly increased the

number of employees who receive these interviews,

except for in 2020, due to difficulties related to the COVID

pandemic.

The fundamental action principles are:

•Conduct regular performance evaluations with group

employees;

•Share results with the person being evaluated to help

them in their professional development.

3.2.1.5 Employee well-being - Remote work, parental leave, and flexibility


REMOTE WORK	2020*		2021		2022
	MEN	WOMEN	MEN	WOMEN	MEN	WOMEN
Number of employees working remotely	1,178	334	461	264	437	285

% of employees working remotely	18.7%	35.0%	7.5%	25.4%	7.1%	24.3%

Total days of remote work	266,526	75,756	96,944	70,123	64,800	39,744
% days of remote work	16.2%	4.6%	6.5%	4.7%	4.1%	2.5%

*These values have been adjusted since the 2021 sustainability report.

Solutions30 is a flexible employer that allows working

remotely and does its best to meet the needs of its

employees as much as possible. In 2021, 1,025

employees took parental leave.

In 2022, 791 employees took parental leave, including

540 men (out of 1,633 who had the option) and 251

women (of 265 who had the option).


	Solutions30 \| 2022 Annual Report		75

SUSANA RODRIGUEZ TOMAS

Telecom Technician

| Solutions30 Spain

23 years ago, there were almost no women working in this

field. It wasn’t a job that women did, and people were

surprised to see us in those kinds of roles. Today, there still

aren’t many of us, but I’m very happy to be doing this job. I’ve

learned a lot over the years and I’m very comfortable in my

daily tasks.

A word fr m ...

“

Solutions30 encourages well-being at work, as can be

seen in the employee testimonials below.

3.2.1.6 Equal opportunities

The company promotes diversity among its employees

(ethnicity, religion, gender). Its goals and principles may

be summarized as follows:

•Respect diversity and eliminate discrimination based

on race, skin color, age, gender, marital status, political

views, nationality, religion, sexual orientation, or any

other minority status or personal, physical, or social

condition among its workforce;

•Promote the equal opportunity principle, an essential

pillar of professional development that requires

commitments to equal practices and treatment to drive

personal and professional growth among the team.

•Promote gender equality in terms of access to

employment, to training, to promotions, and to good

working conditions by encouraging gender diversity as

a reflection of social and cultural realities.

•Take steps to promote work-life balance by:

•Respecting employees’ personal and family lives;

•Facilitating a good balance between their

personal lives and professional responsibilities

for both men and women.

3.2.1.7 Equitable remuneration

The group respects the right to good working conditions

and to equitable remuneration. At Solutions30,

remuneration:

•Is based on a principle of fair remuneration for work;

•Respects the principle of equal remuneration for men

and women for work of equal value, based on an

objective evaluation of roles and the work they are

expected to accomplish.

The minimum remuneration received by Solutions30

employees may not fall below the minimum level set in

each country’s collective agreement, in line with ILO

Conventions. The group believes that its remuneration

system should help consolidate its human capital,

something that sets it apart from its competitors.

The principles that guide the group remuneration system

are as follows:

•Attract, recruit, and retain the best professionals;

•Work in line with the group’s strategic position and

direction of growth, striving towards its objective of

excellence;

•Recognize and reward the commitment, responsibility,

and performance of all its professionals via a variable

pay incentive scheme;

•Adapt to the different local realities the group faces.


	Solutions30 \| 2022 Annual Report		76

CHRISTIAN LUCIA

Telecom Team Leader

| Solutions30 Italy

The title of World Champion is the fruit of many years of effort

and is a great victory, but my greatest victory was entering the

ring having been able to balance work, training, and family life.

At Solutions30, I have been managing telecoms technicians in

Piedmont for over a year. I really like the work I do and I feel

involved in the growth of Solutions30. The company trusted

me with the opportunity over the last year to train the welders

who are now working on the FiberCop and Open Fiber

projects.

A word fr m ...

“

BEATA BIEL

Project Administrator

| Solutions30 Mobile, Poland

For more than 18 years, my professional life has been with

Solutions30 Mobile (formerly Sirtel). I grow as a person

thanks to my professional life in telecoms and my private life

where I am very committed to my family and my humanitarian

interests. I have an atypical profile since I have a master’s

degree in history and a doctorate in literature, which I was

finishing after I was already working at Solutions30. My

passion for science makes me approach professional tasks in

a meticulous, critical way. “Understand” is my motto. So it’s

no problem for me to navigate between technological and

administrative tasks, which is my daily routine.

A word fr m ...

“

LAURA PERIOT

Solar Panel Maintenance

Coordinator

| Solutions30 France

I like working at Solutions30, especially as part of the close-

knit solar panel team. Working both in the field and in the

office gives me a more operational view of the business and

any problems that our technicians may encounter, something

that’s very important for everything to go well.

A word fr m ...

“

3.2.2 Occupational health and safety

3.2.2.1 Occupational health and safety policy

The group pays particular attention to its employees, not

only by following occupational health and safety laws and

putting accident and workplace illness prevention

procedures into place, but also by promoting physical and

psychological well-being with policies that aim to

encourage adopting better habits.

Because Solutions30’s strength lies in its workforce,

protecting their health and safety is a priority both from an

ethical and from an operational continuity standpoint.

Improving health and safety within the group is also an

opportunity to improve well-being overall, to protect human

resources, and to increase productivity. The group is

committed to creating, implementing, and following up on

measures to reduce workplace risks for our personnel,

subcontractors, suppliers, and customers. As a

responsible company, Solutions30 aims to reduce as

much as possible workplace risks.

The group is also committed to constantly improving its

health and safety standards and has received ISO 45001

certification in several countries, including Spain in 2022,

in recognition of its high occupational health and safety

standards. Solutions30 cultivates and maintains a health

and safety culture throughout the organization, providing

appropriate instructions, training, and supervision for all

employees. For information, 76.5% of the group’s

employees are covered by the ISO 45001 standard and

16.8% by the VCA** standard.

The Occupational Health and Safety Policy aims to create

a healthy and safe workplace. This policy includes:

•Integrating health into the workplace;

•Group-wide safety criteria, so that directors,

technicians, managers, and workers can all know their

responsibilities;

•Methods for effectively identifying, assessing, and

controlling risks in the workplace;

•Health monitoring and training to ensure that

employees are ready to work;

•A mechanism for evaluating occupational health and

safety that is based on group-wide standards for

identifying possible gaps, sharing best practices, and

promoting a pervasive culture of excellence in terms of

risk prevention.

The health and safety training that the group offers is

required not only for employees but also for group

subcontractor technicians, at every worksite, and before

any operation.

Besides the third-party audits necessary for maintaining

ISO 45001 certification, Solutions30 is also regularly

audited by its customers and conducts its own internal

audits.

3.2.2.2 Road safety and green driving policy

Solutions30 has implemented a road safety and green

driving policy.

This policy aims to reduce accidents and road accidents

and to promote a culture of safe and green driving within

the organization, notably through the following actions:

•Raising awareness among drivers of the primary risks

that they face or that they can create on their way to

work;

•Ensuring that employees who drive vehicles for work

are always applying safe and sustainable driving skills

and habits;

•Maintaining all vehicles in proper, safe working order

to ensure maximum safety for drivers, passengers,

and other road users, and to reduce the environmental

impact of company vehicles;

•Adopting green driving behaviors, as described in

dedicated training sessions, to reduce greenhouse gas

emissions and atmospheric pollution by reducing fuel

consumption.

3.2.2.3 Rate of work-related accidents

The indicator used to measure group health and safety is

the rate of work-related accidents. In 2022, there were

26.2 accidents per million hours worked, which was in line

with the goal of fewer than 28 accidents per million hours

worked. This was a 15.7% reduction compared to 2021.


	Solutions30 \| 2022 Annual Report		77

3.3 Ethical and societal concerns in supply chain management

3.3.1 Ethics

Given how quickly the Group has grown, its governance

structures need to be regularly updated to ensure

continuous improvement and to adapt to new challenges,

whether that be in terms of buy-in or decision-making

structures. The launch of the GRC project in 2021 was a

major boost to these efforts to improve governance. The

restructuring of the CSR team and its repositioning at the

center of the group’s structure also reflects a desire for

continuous improvement.

Ethics are not only important for Group employees, but

also for business partners and suppliers. Ethical

requirements are based on the human rights policy and on

the values of integrity and equity enshrined in the internal

and external codes of conduct, which suppliers must

follow.

HUMAN RIGHTS POLICY

The Human Rights Policy includes fundamental principles

that the company follows in all its activities, policies, and

systems.

These principles are those of the Universal Declaration of

the Rights of Man, the OECD Guidelines for Multinational

Enterprises, the UN Guidelines on Businesses and Human

Rights, and the ILO Fundamental Conventions.

As part of its Code of Conduct, Solutions30 commits to

following the highest standards of corporate integrity and

will not tolerate any practices that go against the principles

of integrity and equity.

Promoting responsible business practices allows the

group to maintain and strengthen its market position. The

policy includes:

•Ensuring that all activities respect the internal Code of

Conduct and the whistleblowing mechanism;

•Applying the Code of Conduct, the Business Partner

Code of Conduct, and a whistleblower mechanism that

respects international laws and regulations;

•Adopting a rigorous anti-corruption policy as part of the

Code of Conduct update;

•Engaging in transparent communication on group

websites and in press releases;

•Entering into open and constructive dialogs with all

stakeholders;

•Solutions30 is also engaged in a governance

continuous improvement process, which aims to :

•Document the governance structure that directs

and oversees the Solutions30 group and its

activities;

•Document the division of roles and

responsibilities between subsidiaries and group

management in terms of important decisions/

procedures.

CODE OF CONDUCT

The Code of Conduct promotes a culture of morality,

ethical values, and legal compliance, all of which are

essential for the company’s sustainable growth. These

values and principles guide corporate conduct and define

expectations of stakeholders and the ethical practices and

standards that underlie all group activities. The Code of

Conduct is a supplement to Solutions30 policies in other

specific areas, such as the Human Rights Policy and the

Business Partner Code of Conduct.

WHISTLEBLOWER SYSTEM

Solutions30 has established and adopted a global

whistleblower policy to guarantee the highest possible

standards of openness, honesty, integrity, ethics, and

accountability.

The specific goal of this policy is to provide whistleblowers

with a platform for reporting any illegal actions or

negligence that violate, may violate, or could cause a

violation of any laws, regulations, values, or principles laid

out in the Solutions30 Code of Conduct, the principles of

internal control, or other group policies and procedures.

The goal is to avoid any kind of damage (economic,

environmental, compromising the safety of employees or

third parties, or simply reputational) to Solutions30 Group

companies or their customers, shareholders, partners,

third parties, or the general public.

In June 2022, Solutions30 launched an online platform

provided by a third party to ensure secure bidirectional

communication with whistleblowers.

This platform is available on the Group website.

Promoting integrity and equity within the group value

chain

Solutions30’s suppliers and subcontractors have agreed to

support the group in the implementation and development

of its CSR strategy. They have also agreed to be

evaluated by Solutions30 to confirm their compliance with

the Business Partner Code of Conduct.


	Solutions30 \| 2022 Annual Report		78

BUSINESS PARTNER CODE OF CONDUCT

As part of its ongoing sustainable development initiatives,

Solutions30 has created a Business Partner Code of

Conduct to ensure that all its business partners, and

especially suppliers and subcontractors are able to meet

its expectations in terms of legal requirements, ethical

practices, respect for human rights, and environmental

management. Solutions30 is striving to grow and

strengthen partnerships based on a shared commitment to

transparency and collaboration and to involve its suppliers,

who are so important to its success, in its pursuit of

sustainable development.

Every supplier is therefore expected to read the entire

Solutions30 Business Partner Code of Conduct and to

follow it. If there are any violations, Solutions30 reserves

the right to take appropriate steps, which may ultimately

include breaking the partnership in question.

3.3.2 Value chain management

3.3.2.1 Customer experience and satisfaction

The group’s activities are closely tied to service quality

and customer satisfaction. A significant share of group

revenue comes from key accounts with major customers.

Losing one of these customers could impact Solutions30’s

revenue, cash flow, and prospects.

This risk is managed in several ways. Business

relationships with major customers are usually not

governed by a single contract, rather they are made up of

several different contractual relationships that are

organized by geographic region, activity, or end-user

category. During call-outs, we also place the utmost

importance on service quality and customer satisfaction.

The technical interfaces that have been put into place to

connect customer information systems and the

Solutions30 IT platform are a sign of both sides’

commitment to building lasting partnerships.

Spain, France, Italy, Luxembourg, and since 2022

Belgium, Poland, and the United Kingdom are all ISO

9001:2015 certified for quality management. The other

countries have practices that follow this standard.

Solutions30 is committed to optimizing value chain

management by applying corporate social responsibility

principles, especially downstream in terms of customer

satisfaction and upstream in terms of ethical supply chain

management.

To grow, Solutions30 must create value for its customers

and differentiate itself from its competitors.

The group follows strict process quality standards and

ensures continuous improvement of stakeholder

relationships and environmental protection.

The company has identified four steps for ensuring that

the services it provides meet customer needs and any

other applicable requirements.

1.Customer relations management, including acquiring

new contracts through calls for tender and private

offers.

2.Supplier management for sourcing materials, labor,

and services.

3.Resource management for the facilities, equipment,

workplaces, and infrastructure needed for continued

operations.

4.Operations management for delegation, process

planning, management rule setting, and control over

critical aspects of call-outs, the performance of work,

and any related controls.

The company also identified and monitored the following

processes: administrative activities, non-compliance and

corrective actions, documentation management, design

research and development, and management reviews.

Customer satisfaction levels, needs, and expectations

were identified and examined in management reviews by

analyzing customer satisfaction questionnaires and

through a comparative analysis of competitors’ business

strategies.

The goal was not only to identify the needs of target

customers, but also to anticipate them with available data

analytics.


CUSTOMERS LOYALTY	2020	2021	2022
Number of clients TOP 80% Number of clients TOP 80% lost	26 0	14 0	16 0
Customer loss rate	0%	0%	0%

Thanks to this rigorous management system, the group

benefits from a virtual attrition rate of zero.

3.3.2.2 Ethical supply chain management

Solutions30’s service activities require cooperation with

external service providers..

The most important of these are call center service

suppliers, logistics service suppliers, long-term company

vehicle rental companies, and technical personnel

suppliers.

The risk of economic dependence is low, because

Solutions30 has alternatives for each purchasing segment.

Contracts with suppliers that are directly involved in group

activities, such as call centers and local subcontractors


	Solutions30 \| 2022 Annual Report		79

include service-level indicators to ensure specific levels of

quality.

Solutions30 has two major supplier categories :

•General suppliers;

•Subcontractors.

General suppliers :

Certain purchases (vehicle leases, computers, etc.) are

made by the Group Purchasing Department, which

negotiates framework agreements.

Local group bidding departments are charged with

selecting and securing the products and services needed

for operational continuity from external general suppliers.

Solutions30 expects that its suppliers protect and promote

worker health and safety in all their activities and facilities.

Solutions30 requires that its suppliers comply with all

applicable legal environmental requirements and that they

demonstrate continuous improvement in their

environmental performance. Suppliers are invited to

develop innovative processes and solutions that will have

the lowest possible environmental impact across their life

cycle.

Suppliers must be prepared to respond where there is an

emergency and to provide their workers with regular

training on emergency planning and intervention, as well

as on first aid.

Suppliers must work to:

•Continuously monitor their use of energy and natural

resources, their emissions, waste, carbon footprint,

and waste management, and their efforts to minimize

their negative environmental impacts;

•Train their staff on environmental policies and

procedures to ensure effective implementation and

compliance.

Subcontractors: Solutions30 provides digital solutions for

its end customers, both private individuals and companies,

often on behalf of major telecommunications equipment

and services companies, through its network of more than

15,000 internal and external technicians. This network of

professionals mostly focuses on installations,

maintenance, and technical support for group customers

in the following sectors: Telecommunications, Information

Technology, Distribution, Security, the Internet of Things,

and Energy, across seven geographic regions comprising

ten European countries: France, Italy, Belgium,

Luxembourg, the Netherlands, Spain, Portugal, Poland,

Germany, and the United Kingdom. Although there may be

changes in the supply chain due to changing customer

needs, these changes will not affect the overall makeup

and location of supply chains.

Subcontractor management was reviewed in 2022.

Before any subcontracting contract is signed, a dedicated

Solutions30 team verifies each subcontractor, and if this

verification does not turn up any risks, the subcontractor is

asked to upload various official documents to the

dedicated database that prove their business activity and

their compliance with all relevant laws and regulations.

3.3.3 Growing a digital company

The group manages 80,000 call-outs every day. With its

expertise, solutions, and technology, Solutions30 helps

drive the growth of the digital society of tomorrow,

benefiting its customers, their end customers, and society

as a whole.

The group applies its values, its business acumen, its

technological expertise, and its local presence to help

individuals make the most of new technologies. The group

is able to make such commitments thanks to its 7,307

employees and their deep technical expertise, spread out

over ten European countries.

Solutions30 is committed to being a partner for value

creation and for accelerating the digital transition,

providing the necessary technical services in collaboration

with its partners.

3.3.3.1 Digital transition

In an ever more connected world, Solutions30’s growth

potential is based on solid and sustainable trends.

Today, countries across Europe are modernizing their

telecommunications networks to increase their

performance. Solutions30 is ready to support national

service providers in rolling out subscriber connections and

in adopting new technologies.

Nevertheless, given that the group provides services and

applications for fixed-line, mobile, data, and cloud

infrastructures to a wide array of customers, from

individuals to large corporations, its underlying

technological platforms are highly complex.

The group has developed a centralized IT platform that

serves as the nervous system of its organizational

structure. Leveraging the full potential of this IT platform

and its underlying technology in real time is a leading

priority for Solutions30, which invests to continuously

improve its IT platforms.

3.3.3.2 Protecting privacy and digital data

The group is aware of the financial consequences and

reputational repercussions that may arise if it is not able to

protect digital privacy rights or if it violates any current

laws on the matter.

Protecting privacy and personal data also increases

customer confidence, and more generally that of all

stakeholders.


	Solutions30 \| 2022 Annual Report		80

Data privacy policy

Solutions30 group places great importance on the security

of personal data and has updated its Privacy Policy to

ensure compliance with applicable privacy laws and

regulations.

The policy describes the circumstances in which

Solutions30 handles personal data, as well as what

measures have been put into place to protect personal

privacy.

The data protection policy is aligned with the legal

requirements established by the General Data Protection

Regulation (‘’GDPR’’), but also those established by local

data privacy laws, which establish narrower criteria for the

protection of personal data.

Implementing confidentiality and security measures to

prevent unauthorized access to computers, databases and

websites, thus protecting the personal information and

data of all its stakeholders is one of the Group’s major

priorities. Actions include:

a.Establishing a clear data confidentiality policy

that is in full compliance with the GDPR;

b.Creating a dedicated page for data security and

privacy protection on the Solutions30 website;

c.Raising awareness among employees, but also

subcontractors, about protecting privacy and security with

trainings and regular information sharing;

d.Providing information to avoid security risks and

taking appropriate steps to address threats and

vulnerabilities.

France, Italy, Luxembourg, and the United Kingdom are

ISO 27001 certified for their information security

management systems. The other countries also have

practices that follow this standard (Germany, Belgium,

Spain, Netherlands, Poland).

In terms of protecting privacy information, France,

Belgium, Italy, Germany, Luxembourg, Spain, the

Netherlands, and the United Kingdom are all undergoing

certification for the BBB_VPP standard, with certification

expected in 2023. Poland is not certified, but its practices

conform with the BBB_VPP standard.

3.3.4 Corporate citizenship

Corporate citizenship is one of the cornerstones of

Solutions30’s business.

The Group’s daily operations are guided by its

accountability towards its customers, teams, partners,

communities, and the environment, with the goal of

creating sustainable growth with technologies that

promote inclusion and new opportunities.

Even in its efforts to meet its business goals, the Group

strives to always act with openness, integrity, and

transparency, and expects that all of its stakeholders will

display the utmost respect for people and the

environment.

Solutions30 is committed to acting as a long-term partner

for the economic and social development of the

municipalities where it works.

The Group’s local economic development approach is

based on three areas:

•Hiring and training local staff;

•Acquiring local goods and services;

•Developing local infrastructure.

Solutions30’s dynamic growth can have a positive and

lasting impact on local communities by helping people find

jobs, developing their technical skills, and increasing their

employability.

Solutions30 has partnerships with local businesses and

schools, as well as with employment agencies, to provide

training and create new jobs. Solutions30 thus helps drive

the sustainable development of local economies and

communities.

When it comes to purchasing local goods and services,

Solutions30 works with a social and solidarity company

that provides contacts for IT support services to

Solutions30 customers. As part of an ongoing call for

tender, the group is planning to create a joint venture with

Innov&Co.

Solutions30 also contributes to developing local

infrastructure through its everyday activities.


	Solutions30 \| 2022 Annual Report		81


	Solutions30 \| 2022 Annual Report		82

ENVIRONMENTAL POLICY EN p83-09_11zon.jpg

INTENSITY OF TOTAL GHG EMISSIONS

39.72 tCO2e/€M of revenue (+1.1%)

TOTAL CARBON FOOTPRINT

35,927 tCO2e (+4.7% compared to 2021)

ELECTRICITY CONSUMPTION

2,880,428 kWh (-21.5% vs 2021)

NATURAL GAS CONSUMPTION

299,845 m3 (+69.4% vs 2021)

3.4 Environmental policy

The Group’s environmental commitments include:

•Helping customers increase their environmental

efficiency, sustainability, and participation in the

circular economy, which is reflected in Solutions30’s

environmental taxonomy scores and in its initiatives to

reuse and refurbish equipment (see below).

•Several countries (France, Italy, Luxembourg, Spain,

and since 2022, the United Kingdom) have obtained

ISO 14001:2015 certification. Practices that meet this

standard are also enforced across the Group. To take

the Group’s environmental work even further, the

Solutions30 CSR Department has developed policies

and applied best practices within each subsidiary.

•The Group strives to reduce its environmental impact

at every level by reducing its consumption of fuel,

energy, and paper; by reducing waste production; and

by promoting local suppliers, sustainable mobility, and

the circular economy.

•Solutions30 shares its commitment to environmental

responsibility with all stakeholders, including

employees, subcontractors/suppliers, and customers

with clear communication and specific trainings.

•The Group requires that its employees and suppliers

commit to protecting the environment with the Code of

Conduct and Group Environmental Policy, both of

which include Group expectations for environmental

performance and responsible business practices.

3.4.1 Group activities and environmental

taxonomy

The Group’s business model aims to create a more

sustainable economy. As part of its activities, Solutions30

provides its customers with access to technologies that

will reduce their environmental impact and increase their

energy efficiency. Smart houses, connected objects, and

smart cities all improve user experiences and make it

significantly easier to use resources more efficiently.

The widespread adoption of broadband internet would not

have been possible without the field technicians who

handle in-home installations.

Broadband fiber to the home and next generation

networks provide better connectivity, leading to gains in

efficiency and less resource consumption. Installing smart

appliances and meters in homes helps to further reduce

household energy consumption. Electric vehicles need

charging stations and Solutions30 is providing the

qualified technicians to install them. The Group also

provides all the maintenance and management that these

technologies require.

Solutions30 is thus contributing to Goal #13 – Climate

Action of the United Nations Sustainable Development

Goals. According to figures from the environmental

taxonomy below, 7.6% of the Group’s revenue is aligned

with the taxonomy’s climate mitigation target. Reuse,

reutilization, and refurbishment activities contribute to

Sustainable Development Goal #12 – Sustainable

Consumption and Production.

Solutions30 Environmental Taxonomy

The European Union taxonomy is a system for scoring

sustainable economic activities on their environmental

impact. The creation of an environmental taxonomy was

one of the ten items on the March 2018 European Union

Action Plan on Financing Sustainable Growth.

The June 2020 Taxonomy Regulation aims to classify

sustainable activities based on the following six

environmental goals:

•Climate change mitigation;

•Climate change adaptation;

•Conservation of resources and the transition to a

circular economy;

•Protection of biodiversity and ecosystems;

•Conservation and protection of water and marine

resources;

•Pollution prevention and control.

In June 2021, the European Commission published the

European Climate Law, including a list of activities that are

eligible for the taxonomy for mitigating and adapting to

climate change.

For 2021, the Group published its key performance

indicators (KPIs) for the activities eligible under the goals

of mitigating and adapting to climate change. These KPIs

included the proportions to total Group revenue of the

revenue from these activities, any related qualified

investments and operational expenses, and any other

investments (for example, to bring an eligible activity more

in line with the taxonomy), and other operating expenses

related to equipment listed in the taxonomy.

For 2022, they were asked to publish indicators for eligible

and aligned activities under the taxonomy goals of

mitigating and adapting to climate change.

TAXONOMY-ELIGIBLE ACTIVITIES

In 2021, most Solutions30 activities were analyzed and

mapped. For each activity, the descriptive documents

needed for the final evaluation were collected and

archived. To identify eligible activities in 2021 and 2022,

Solutions30 selected the following categories set forth in

the delegated regulation on climate change mitigation and

adaptation as Solutions30 activities that are eligible under

the taxonomy and for which Solutions30 has an offer:

•7.4 Installation, maintenance, and repair of electric

vehicle charging stations in buildings (and in parking

areas attached to buildings) (Solutions30 charging

station services);

•7.5 Installation, maintenance and repair of instruments

and devices for measuring, regulating, and controlling

building energy efficiency (Solutions30 smart meter

services);


	Solutions30 \| 2022 Annual Report		83

•7.6 Installation, maintenance, and repair of renewable

energy technologies (Solutions30 solar panel

services).

These eligible activities accounted for 8.8% of revenue in

2021. Investments and operating expenses for these

activities were considered eligible based on the European

Commission guidelines.

Given the evolution of different Group businesses and

especially the end of the smart electricity meter (Linky)

installation campaign in France, these eligible activities

only accounted for 7.6% of revenue in 2022.

Investments and operating expenses for these eligible

activities were also considered eligible under the

taxonomy.

In 2021, the Group identified several investments made in

non-eligible activities that may have been themselves

eligible under the environmental taxonomy, especially

right-of-use assets for multi-year leases of hybrid and

electric vehicles.

The 2022 analysis led the Group to include these right-of-

use assets in the list of taxonomy-aligned investments.

FIGURES FOR 2022

Revenue for taxonomy-aligned activities.

In 2022, after an eligibility analysis of its activities in 2021,

Solutions30 studied the conditions to determine for each

activity whether it could be qualified as an “activity aligned

with the environmental taxonomy” under the goal of

climate change mitigation.

The three necessary conditions were:

Condition 1: Contributes substantially to the goal of

mitigating climate change by meeting a list of technical

criteria pre-established for each activity or corresponding

to specific products and services;

Condition 2: Does not cause significant harm to other

environmental goals of the taxonomy;

Condition 3: Respects provisions for minimum human

rights protections, both in terms of labor rights and of

business ethics.

This analysis showed that all three conditions are met for

the three eligible activities, and therefore these three

activities are aligned with the taxonomy and can be

qualified as truly sustainable.

For the first condition, Solutions30 has verified that the

services it offers in the eligible activity categories meet the

substantial contribution criterion: this is the case for its

electric vehicle recharging station installation,

maintenance, and repair activity, for its smart meter

activity under activity 7.5, as well as for solar power

systems under activity 7.6.

For the second condition, the Group conducted a local risk

and vulnerability assessment to ensure that there was no

harm to the five other goals listed in the taxonomy.

For the third condition, the Group met the requirements

and minimum guarantees of the Taxonomy Regulation and

the Sustainable Finance Platform report on human rights,

corruption, competition, and taxation.

Revenue from the activity of installing, maintaining, and

repairing electric charging stations for vehicles (Activity

7.4), revenue from the energy efficiency regulation and

control instrument activity (Activity 7.5), and revenue from

the “Installation, maintenance, and repair of renewable

energy technologies” activity (Activity 7.6) made up the

total taxonomy aligned revenue.

This taxonomy aligned revenue stood at €68.9 million

and accounted for 7.6% of total revenue, which was

€904.6 million in 2022.

Taxonomy-aligned operating expenses for 2022

The Group chose to exempt itself from presenting

operating expense figures, since they do not reach a

significant level, representing less than 5% of total

operating expenses in 2022. Eligible operating expenses

are determined based on the following non-capitalized

direct costs: research and development, building

renovation, short-term leases, maintenance and repair,

and all other direct expenses related to the maintenance

of physical assets by the company or by a third party.

Taxonomy-aligned investments in 2022

•The investments (“CapEx” in the table below) of these

three aligned activities are also aligned with the

taxonomy and represent €0.12 million.

•The Group examined the investments related to non-

aligned activities, but that could be included in the

amount of investments aligned with the taxonomy. To

this end, the Group recognized as taxonomy-aligned

investments related to hybrid and electric vehicles and

meeting the substantial contribution criteria, especially

in terms of CO2/km, those investments mainly

corresponding to usage rights for leased hybrid and

electric vehicles, totaling €0.71 million in 2022.

•In total, in 2022, all Group investments aligned with the

goal of climate change mitigation stood at €0.83

million, or 1.6% of investments.

Methodology: As in 2021, for each activity, the descriptive

documents needed for the final evaluation were collected

and archived.

The Group did not calculate alternative performance

indicators.

In line with regulations, the process focused specifically on

the goals of climate change mitigation and adaptation,

based on alignment criteria. The Group determined that its

activities and investments do not contribute to climate

change adaptation.

The report on alignment with the four other environmental

goals of the Taxonomy Regulation will be published soon.

Key performance indicators are listed in the tables below.


	Solutions30 \| 2022 Annual Report		84


KPI 1 – Revenue				Substantial contribution criteria		Absence of significant harm criteria (DNSH - Does Not Significantly Harm)
Economic activity	Code(s)	Absolute revenue	Share of absolute revenue	Climate change mitigatio n	Climate change adapta tion	Climate change mitigation	Climate change adaptation	Share of revenue aligned with taxonomy, year N	Category (enabling or temporary)
		€M	%	%	%	YES/NO	YES/NO	%	H
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Activities that are environmentally sustainable (aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€68.9M€	7.6%	100%	—%	YES	YES	7.6%	H
Revenue from environmentally sustainable activities (aligned with the taxonomy) (A.1)		€68.9M€	7.6%					7.6%
A.2 Activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€—M€	—%
Revenue from activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy) (A.2)		€—M€	—%
Total (A.1 + A.2)		€68.9M€	7.6%
A. TAXONOMY-ELIGIBLE ACTIVITIES
Revenue from activities not eligible for the taxonomy (B)		€835.7M€	92.4%
Total (A + B)		€904.6M€	100.0%


	Solutions30 \| 2022 Annual Report		85


KPI 2 – CapEx				Substantial contribution criteria		Absence of significant harm criteria
Economic activity	Code(s)	Absolute CapEx	Share of CapEx	Climate change mitigati on	Climat e chang e adapt ation	Climate change mitigation	Climate change adaptatio n	CapEex aligned with the taxonomy , year N	Category (enabling or temporary)
		M€	%	%	%	YES/NO	YES/NO	%	H
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Activities that are environmentally sustainable (aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€0.12M€	0.24%	100%	—%	YES	YES	0.24%	H
6.5. Transportation using motorcycles, personal vehicles, and light commercial vehicles	H49.32, H49.39, N77.11	€0.71M€	1.40%	100.00%	—%	YES	YES	1.40%	N/A
CAPEX for environmentally sustainable activities (aligned with the taxonomy) (A.1)		€0.83M€	1.64%					1.64%
A.2 Activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€—M€	—%
6.5. Transportation using motorcycles, personal vehicles, and light commercial vehicles	H49.32, H49.39, N77.11	€—M€	—%
CAPEX for activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy) (A.2)		€—M€	—%
Total (A.1 + A.2)		€0.83M€	1.64%
A. TAXONOMY-ELIGIBLE ACTIVITIES
CAPEX from activities not eligible for the taxonomy (B)		€49.8M€	98.4%
Total (A + B)		€50.6M€	100.0%


	Solutions30 \| 2022 Annual Report		86


KPI 3 – OpEx				Substantial contribution criteria		Absence of significant harm criteria
Economic activity	NACE code(s)	Absolute opex	Share of Opex	Climate change mitigati on	Climat e chang e adapt ation	Climate change mitigation	Climate change adaptatio n	Share of Opex aligned with the taxonomy , year N	Category (enabling or temporary)
		Currency	%	%	%	YES/NO	YES/NO	%	H
A. TAXONOMY-ELIGIBLE ACTIVITIES
A.1 Activities that are environmentally sustainable (aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€—M€	—%	—%	—%	YES	YES	—%	H
6.5. Transportation using motorcycles, personal vehicles, and light commercial vehicles	H49.32, H49.39, N77.11	€—M€	—%	—%	—%	YES	YES	—%	N/A
OPEX for environmentally sustainable activities (aligned with the taxonomy) (A.1)		€—M€	—%					—%
A.2 Activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy)
Energy (7.4 electric charging stations, 7.5 smart electricity meters, 7.6 solar panels)	F42, F43, M71, C16, C17, C22, C23, C25, C27, C28	€—M€	—%
6.5. Transportation using motorcycles, personal vehicles, and light commercial vehicles	H49.32, H49.39, N77.11	€—M€	—%
OPEX for activities eligible for the taxonomy but not environmentally sustainable (not aligned with the taxonomy) (A.2)		€—M€	—%
Total (A.1 + A.2)		€—M€	—%
A. TAXONOMY-ELIGIBLE ACTIVITIES
OPEX from activities not eligible for the taxonomy (B)		€879.4M€	100.0%
Total (A + B)		€879.4M€	100.0%

3.4.2 Reducing our carbon footprint and

sustainable mobility

Solutions30’s emissions are largely due to technicians

traveling for call-outs. That is why the Group has

committed to limiting its environmental impact from

transportation and mobility, to seizing the opportunities

offered by disruptions in the sector, and to positioning itself

to best succeed in a low carbon emissions economy.

Solutions30 believes that its services help to reduce the

average distance traveled for appointments, compared

with other approaches, such as having energy or

telecommunications companies provide these services

themselves.

Reducing our consumption of resources lies at the center

of our business model: more efficient technician allocation

and shorter travel times between call-outs are major

contributors to profitability and lower GHG emissions.

Solutions30’s sustainable mobility policy is based on:

•Assigning technicians more efficiently to reduce travel

times between call-outs is an important factor in

profitability and energy efficiency. Because of the

density of our technician network and the large

geographic footprint, Solutions30 technicians can

handle a greater number of calls per day while

covering fewer kilometers on the road between each

appointment. To optimize energy consumption and

time, the Group has created a high-performance

assignment time management system that includes an

IT platform and qualified call centers.

•The green and safe driving policy for employees helps

to keep them safe while also reducing energy

consumption, thus improving local and global

environmental quality. The Group offers trainings in

this recognized and proven driving style, teaching

employees how to drive safely and sustainably.


	Solutions30 \| 2022 Annual Report		87

The basic rules of green driving as taught by Solutions30

include:

•Traffic forecasting;

•Maintaining a constant speed with little acceleration;

•Checking tire pressure frequently (at least once per

month) and before driving at high speeds;

•Gradually increasing the number of low-emission

vehicles;

•In 2022, the vehicle fleet added 375 vehicles in total,

with the number of hybrid and electric vehicles

increasing by 61 units.


VEHICLE FLEET*	2019	2020	2021	2022	Var	TOTAL	% of the fleet
Total number of vehicles	4,513	5,219	5,251	5,626	+7.1%	5,626	100%
Number of cars and vans (EURO6)	2,591	4,129	4,171	5,087	+22%	5,087	90%
Number of hybrid and electric vehicles	4	13	35	61	+74.3%	61	1%

•Business travel

Technological solutions, such as videoconferencing, online

meetings, and conference calls are now in general use

throughout Solutions30, allowing many meetings and

trainings to be held without requiring travel, especially air

travel.

•Commuting to work

Solutions30 encourages its employees to make green

choices when thinking about how they get to work and to

give preference to green modes of transportation, such as

walking, biking, and public transportation.

Carpooling, even when it’s only on certain days of the

week, can also help to reduce polluting emissions. The

Group is in contact with ridesharing companies, with the

aim of forming a partnership to encourage this form of

transportation.

3.4.3 Air pollution

The sustainable mobility policy, with its three pillars of

efficiently organizing technician travel, gradually

increasing the share of low-emission vehicles in the fleet,

and green driving, has had an impact not only on GHG

emissions, but also on the emissions of other pollutants,

such as nitrogen oxides, carbon monoxide, and fine

particulates.

Solutions30 measures atmospheric pollution both in its

absolute value and as pollution emitted per million

kilometers traveled. When evaluating its fleet

performance, the Group recognizes two categories:

•Light vehicles (cars and light commercial vehicles

under 3.5 tons total legal weight);

•Commercial vehicles over 3.5 tons, including utility

vehicles, light trucks, and vans with a legal weight

between 3.5 and 7.5 tons, and trucks (legal weight >

7.5 tons) Solutions30 has relatively few trucks (115) in

its fleet.

Nitrogen oxide, carbon monoxide, and particulate matter

2.5 emissions are all listed in the table below by fleet

category (light vehicles/cars and vans/trucks) as well as

for the fleet overall.


	Solutions30 \| 2022 Annual Report		88

friends-car-having-trip-together (1) (1)_Easy-Resize.com.jpg

3.4.3.1 Emissions of nitrogen oxides (NOx), carbon monoxide (CO) and particulate matter 2.5 (PM 2.5)

in absolute values


CARS AIR EMISSIONS	2020	2021	2022	2022 vs 2021
NOx (kg)	12,726	7,354	8,057	9.6%
CO (kg)	11,740	4,155	7,748	86.5%
PM 2.5 (kg)	514	216	326	50.8%


VANS AND LORRIES AIR EMISSIONS	2020	2021	2022	2022 vs 2021
NOx (kg)	228,848	330,576	400,773	21.2%
CO (kg)	80,370	119,574	150,158	25.6%
PM 2.5 (kg)	33,317	34,079	37,795	10.9%


TOTAL NOx, CO AND PARTICLE EMISSIONS 2.5 FOR THE WHOLE FLEET	2020	2021	2022	2022 vs 2021
NOx (kg)	241,557	337,930	408,830	21,0%
CO (kg)	92,114	123,729	157,906	27,6%
PM 2.5 (kg)	33,831	34,295	38,121	11,2%
Total kms traveled	136,477,023	147,484,878	161,369,817	9,4%

For the fleet as a whole, NOx, CO and particulate matter 2.5 emissions have increased by 21%, 27.6% and 11.2%

respectively in 2022 compared to 2021, partly due to a 9.4% increase in kilometers traveled.

3.4.3.2 Emissions of nitrogen oxides (NOx), carbon monoxide (CO) and particulate matter 2.5 (PM 2.5) per million


ENTIRE FLEET: MILEAGE INTENSITY OF NOx, CO AND PARTICLES 2.5 EMISSIONS (kg/Mkm)	2020	2021	2022	2022 vs 2021
NOx(kg/Mkm)	1.77	2.29	2.53	10,6%
CO (kg/Mkm)	0.68	0.84	0.98	16,6%
PM 2.5 (kg/Mkm)	0.25	0.23	0.24	1,6%
Total air emissions (kg/Mkm)	2.69	3.36	3.75	11,5%


	Solutions30 \| 2022 Annual Report		89

3.4.4 Energy efficiency and conservation

Energy efficiency and conservation have both economic

and environmental advantages.

As a facilitator of the energy transition, Solutions30 is

strongly committed to promoting energy savings within the

Group and to helping protect natural resources.

The Group has put an environmental management system

into place based on ISO 14001 to better systematize

energy efficiency improvements and prevent pollution.

Solutions30’s energy efficiency and conservation

commitments do not just cover vehicles, but also reducing

energy used for lighting, air conditioning, laptop and

desktop computers, photocopiers, and other equipment:

•All employees are regularly reminded of their

responsibility to turn off electric appliances and lights

when they are not in use and especially at the end of

the work day.


	Solutions30 \| 2022 Annual Report		90

•Kitchens are equipped with energy efficient electric

appliances (refrigerator, dishwasher, and microwave).

• Air conditioning is used as responsibly as possible.

•Only as much water as is needed for hot drinks should

be heated up.

•Energy-efficient light bulbs are also used.


TOTAL ENERGY CONSUMPTION [GJ]	2020	2021	2022	var % 21 - 22
Diesel [L]	8,621,992	9,963,395	11,051,280	10.9%
Diesel [GJ]	312,816	361,484	400,953	10.9%
Gasoline [L]	473,455	506,572	679,539	34.1%
Gasoline [GJ]	15,086	16,141	21,652	34.1%
Electricity [kWh]	4,700,842	3,668,292	2,880,428	-21.5%
Electricity [GJ]	16,923	13,206	10,370	-21.5%
Natural gas [m3]	220,627	176,975	299,845	69.4%
Natural gas [m3]	7,784	6,244	10,579	69.4%
TOTAL ENERGY CONSUMPTION [GJ]	352,608	397,074	443,554	11.7%
KPI - Energy intensity [GJ per mh worked]	37.4	33.2	34.70	4.5%
KPI - Energy intensity [GJ per M€ revenue]	432.81	454.42	490.34	7.9%

Total energy consumption in 2022 increased by 11.7%,

rising from 397,074 gigajoules (GJ) to 443,554 GJ, an

increase of around 46,000 GJ. This rise was primarily due

to nearly 40,000 GJ more of energy consumed as diesel

fuel, a 10.9% increase in diesel consumption by volume,

one of the largest energy consumption line items. More

diesel was consumed because vans and trucks drove

8.1% more kilometers than they did in 2021.

For other line items, there was a 21.5% decrease in

electricity consumption (which follows a 22% drop

between 2020 and 2021), but a 34.1% increase in

gasoline consumption and a 69.4% increase in natural gas

consumption compared to 2021.

The energy intensity KPI, calculated in GJ of total energy

consumed per million euros in revenue, rose by 7.9% in

2022 due to greater overall consumption (+11.7%) that

grew more quickly than revenue (+3.5%).

The energy intensity KPI, calculated in GJ of total energy

consumed per thousand hours worked, rose by 4.5% in

2022 due to greater overall consumption (+11.7%) that

grew more quickly than the number of hours worked

(+6.9%).

3.4.5 Carbon footprint

______________________________

35,927 tCO2e

TOTAL GREEN GAS EMISSIONS (GHG)

(scopes 1, 2, and 3)

______________________________

Solutions30 publishes its direct and indirect greenhouse

gas emissions figures, in line with the greenhouse gas

emissions protocol, which divides emissions into different

scopes:

•Scope 1: Direct emissions from sources directly owned

and controlled by the organization. At Solutions30,

these are mostly emissions from the vehicle fleet and

some natural gas used for heating.

•Scope 2: Emissions from the generation of electricity

imported and consumed by Solutions30.

•Scope 3: Emissions from sources not owned by

Solutions30. The Group has decided to measure

indirect emissions from fuel and natural gas

consumption and paper consumption.

These emissions are measured in tons of carbon dioxide

equivalent (tCO2e), which accounts for the different global

warming potentials of each greenhouse gas.

GHG emissions intensity indicators are calculated by

comparing absolute emissions with Group revenue.

The tables below provide a review of emissions and GHG

emissions intensities by scope.


	Solutions30 \| 2022 Annual Report		91

3.4.5.1 Scope 1 GHG emissions


GHG Emissions - Scope 1	2020	2021	2022	var % 21-22
Emissions due to transport - company vehicle fleet [tCO2e]	22,220.4	27,035.1	27,733.8	2.6%
Emissions due to heat production [tCO2e]	462.6	357.7	606.1	69.4%
Total Scope 1 [tCO2e]	22,683.0	27,392.8	28,339.9	3.5%
GHG Emission Intensity - Scope 1 [tCO2e per M€ revenue]	27.84	31.35	31.35	0.0%


Cars CO2 Emissions	2020	2021	2022	Var. 2022 vs 2021
CO2 (tons)	5,593	2,884	3,542	22,8%
Total kms traveled	36,433,464	19,925,991	23,465,764	17,8%

The absolute value of CO2 emissions from light vehicles fell considerably in 2021 compared to 2020 due to a 45% drop

in distance traveled due to the COVID pandemic. In 2022, CO2 emissions from light vehicles rose by 22.8% compared to

2021, reflecting a 17.8% increase in distance traveled.


Vans and trucks CO2 emission	2020	2021	2022	Var. 2022 vs 2021
CO2 (tons)	16,627	21,850	24,207	10.8%
Total kms traveled	100,043,559	127,558,887	137,904,053	8.1%

CO2 emissions from commercial vehicles (vans and

trucks) rose by 10.8%, reflecting an increase in distance

traveled of 8.1%.

In recent years, Solutions30 has been looking for a

solution to reduce the carbon footprint of its fleet of

commercial trucks and vans. As no solution has presented

itself, Solutions30 will strive to reduce its energy intensity

and will continue to focus on optimizing technician

itineraries and on green driving trainings, while also

considering partnerships with companies such as Ecotree

to offset incompressible emissions.

3.4.5.2 Scope 2 GHG emissions


GHG Emissions - Scope 2	2020	2021	2022	var % 21-22
Emissions due to electricity consumption (location based) [tCO2e]	594.7	467.8	436.9	-6.6%
Total Scope 2 [tCO2e]	594.7	467.8	436.9	-6.6%
GHG Emission Intensity - Scope 2 [tCO2e per M€ revenue]	0.73	0.54	0.48	-9.7%

The 21.5% drop in electricity consumption compared to 2021 led to a decrease in greenhouse gas emissions (-6.6%).

The scope 2 greenhouse gas emissions intensity indicator fell even more sharply (-9.7%) as revenue increased.


	Solutions30 \| 2022 Annual Report		92

3.4.5.3 Scope 3 GHG emissions


GHG Emissions - Scope 3	2020	2021	2022	var % 21-22
Fuels (well to tank) / Natural gas
Emissions due to diesel consumption [tCO2e]	5,394	6,076	6,597	8.6%
Emissions due to natural gas consumption [tCO2e]	69.9	61.2	103.7	69.4%
Emissions due to gasoline consumption [tCO2e]	281	310.7	423.4	36.3%
Material
Emissions due to paper consumption [tCO2e]	20.9	21.7	10.3	-52.5%
Total Scope 3 [tCO2e]	5,765.80	6,469.60	7,134.40	10.3%
GHG Emission Intensity - Scope 3 [tCO2e per M€ revenue]	7.08	7.40	7.89	6.5%

3.4.5.4 Total GHG Emissions (Scope 1, 2 and 3)


TOTAL GHG EMISSIONS	2020	2021	2022	var % 21-22
Total GHG emissions - Scope 1+2+3 [tCO2e]	29,044	34,331	35,927	4.7%
Total GHG emission intensity - Scope 1+2+3 [tCO2e per M€ revenue]	35.65	39.29	39.72	1.1%

In absolute terms, in 2022, greenhouse gas emissions rose to 35,927 tCO2e, a 4.7% increase compared to 2021,

although that rate of growth is lower than the 18.2% increase seen between 2020 and 2021.


	Solutions30 \| 2022 Annual Report		93

3.4.6 Waste, reuse, repair and recycling

The COVID pandemic highlighted significant issues arising

from difficulties sourcing spare parts. As a result, recycling

and reuse, when possible, can be used as opportunities

for creating new sustainable business lines, such as

refurbishment activities, as well as to better position the

Group so that it can make the most of an increasingly

circular economy.

Solutions30 is actively committed to reducing the amount

of waste generated by its activities through waste

prevention, reduction, recycling, and reuse.

Within its supply chain and especially as part of its repair

businesses, Solutions30 gives priority to refurbished

equipment. This approach supports a green and

environmentally responsible recycling economy, reducing

waste and saving energy and resources.

Waste management for waste from Group offices and

worksites.

The internal guidelines established across Solutions30 lay

out positive environmental practices like garbage sorting,

recycling, and following green energy behaviors at all

Group locations. In facilities with kitchens, a waste

separation system has been put into place with different

receptacles for cups, packaging, and organic waste.

The use of paper cups fo coffee machines or water

coolers, for example, should be avoided, in favor of

reusable mugs. Special bins for paper recycling are

available at all Group locations. Employees are also

encouraged to use the double-sided option to save paper

when making copies. Printer ink cartridges are also

recycled.

Construction site waste management

Solutions30 produces different kinds of waste as part of its

regular activities:

•Inert or non-hazardous waste (plastic, cardboard, inert

materials).

•Hazardous waste, including old wooden posts that

may have been treated with creosote, is removed and

stored in special holding bins until the customer, who

is in charge of managing them, can have them

removed.

On construction sites, most of the waste generated is

plastic and excavated soil and rocks, which may contain

asphalt. Depending on their Polycyclic Aromatic

Hydrocarbon content, excavated soil and rocks may be

recycled or disposed of at inert waste storage facilities,

non-hazardous waste storage facilities, or hazardous

waste storage facilities.

Other waste is collected and transported to other sites

where it is processed in line with local regulations, always

with a preference for recycling or recovery.

Solutions30 collects the necessary information for

classifying waste based on the European waste catalog,

which provides a code for each waste type.


Wastes (tons)	2020	2021	2022	var % 21-22
Packaging	5,667	5,503	5,600	1.8%
Plastic waste	31.3	26.3	33.1	25.6%
Electrical and electronic equipment waste	192.9	110.5	141.8	28.3%
Soil and rock excavated with bituminous/tar mixtures	N/A	N/A	36,689	—
Soil and rock excavated	N/A	N/A	2,308	—
TOTAL	5,891	5,640	44,763	—

Activities for customers: repairing, reusing, and

cleaning machines and components

In partnership with its customers, Solutions30 is working

on many different sustainability projects. The Group

estimates that 178,000 computers have been repaired and

47,300 printers have been refurbished in the following four

geographical areas: France, Benelux, Italy, Spain and

Portugal. Without the call-outs of Group technicians, these

computers and printers would have been scrapped.

For Solutions30’s customers, reusing equipment helps to

reduce spare part costs and logistics lead times in a

context of global supply chain tension. It also helps

advance Group and customer ESG initiatives.

Solutions30’s customer HP has awarded it the Platinum

Badge, the highest honor accorded by the HP CS Impact

recognition program for HP suppliers.


	Solutions30 \| 2022 Annual Report		94

3.5 Methodological note

On July 23, 2016, Directive 2014/95/EU regarding the

disclosure of non-financial and diversity information by

large companies and groups was transposed into

Luxembourg law “Article No. 156: Disclosure of non-

financial and diversity information.” This section on non-

financial performance as well as the next section on

governance fulfills Solutions30 Group’s reporting

obligations under this law.

On 14 December 2022, the Corporate Sustainability

Reporting Directive (CSRD) “Directive 2022/2464/EU” was

published by the European Union. This new directive

modernizes and strengthens the rules concerning the

social and environmental information that companies have

to report.

Solutions30 Group is completely committed to complying

with the legal obligations that will soon come into force

along with the implementation of European Sustainability

Reporting Standards (ESRS).

This year, the Solutions30 Group decided to compile the

financial report and the sustainability report into a single

document. This decision was made in order to enhance

the connections between both reports and to provide a

clearer overview for interested parties.

Solutions30’s 2022 Non-Financial Performance Report

was drawn up in line with the Global Reporting Initiative’s

“GRI Sustainability Reporting Standards,” using the “core”

reporting option.

To ensure the quality of the report, Solutions30 used the

reporting principles as a guide to determine the content

and quality of the report, in line with GRI standards, which

provide a set of criteria,

the information to be included in the report, and the

necessary representation methods.

DEFINITIONS

•Stakeholder inclusion – Applying this principle led

the Group to open a series of consultations followed

by a report, as described in Section 3.1.3 on the ESG

Project, identifying stakeholders and communication

channels.

•Sustainability context – The “Non-Financial

Performance” section contains clear definitions of the

Group’s understanding of sustainability within its

business sectors.

•Materiality (or relative importance) – The relevance

of the various sustainable development topics

discussed in the report is based on a materiality

analysis conducted by Solutions30. The Group also

emphasized the close link between the sustainability

topics it has identified and the Sustainable

Development Objectives highlighted in the

presentation of the business segments and in the

paragraph “International commitments, standards and

frameworks, non-financial ratings” of this section.

•Comprehensiveness – The report was published to

provide all stakeholders with a complete description of

Solutions30’s activities.

The table below illustrates the material topics that

Solutions30 has identified, as well as the scope and limits

of the applicable reports for each topic.


	Solutions30 \| 2022 Annual Report		95

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MATERIAL TOPIC IDENTIFIED BY Solutions30	GRI STANDARDS DISCLOSURE	REPORTING SCOPE		LIMITATION OF REPORTING SCOPE
MATERIAL TOPIC IDENTIFIED BY Solutions30	GRI STANDARDS DISCLOSURE	INTERNAL	EXTERNAL	INTERNAL	EXTERNAL
CUSTOMER EXPERIENCE AND SATISFACTION	Stakeholder engagement	Group	-	-	-
SUSTAINABLE MOBILITY	-	Group	-	-	-
CLIMATE CHANGE	Emissions Energy	Group	Suppliers/ Subcontracto rs	-	Reporting scope partially extended to suppliers
CONTRIBUTION TO THE ENERGY TRANSITION	Energy	Group	-	-	-
ENVIRONMENTAL MANAGEMENT SYSTEM AND CERTIFICATIONS	-	Group	-	-	-
HEALTH AND SAFETY FOR EMPLOYEES AND SUBCONTRACTORS	Occupational health and safety	Group	Suppliers/ Subcontracto rs	-	Reporting scope partially extended to suppliers
TRAINING AND SKILLS DEVELOPMENT	Training and education	Group	-	-	-
ATTRACTIVENESS AND RETENTION	Labor/Management Relations	Group	-	-	-
CYBERSECURITY, DATA PROTECTION AND PRIVACY	Customer Privacy	Group	-	-	Reporting scope partially extended to suppliers
BUSINESS ETHICS AND REGULATORY COMPLIANCE	Anti-corruption; Anti-competitive Behavior.	Group	-	-	-
DUE DILIGENCE AND EVALUATION OF SUPPLIERS AND SUBCONTRACTORS	Procurement practices; Supplier environmental assessment; Supplier social assessment	Group	Suppliers/ Subcontracto rs	-	Reporting scope partially extended to suppliers
COMPANY GOVERNANCE	Economic Performance; Anti-corruption; Anti-competitive Behavior; Non-discrimination.	Group	-	-	-


	Solutions30 \| 2022 Annual Report		96

PRINCIPLES FOR DEFINING “NON-FINANCIAL

PERFORMANCE” QUALITY

•Balance – By describing the results of its activities,

Solutions30 hoped to present both their positive and

negative impacts, providing a balanced view of overall

performance.

•Comparability – To allow stakeholders to analyze

changes in performance, the report includes data

about the three years ending between December 31,

2020 and December 31, 2022.

•Precision – Environment and health and safety data

and information are taken from certified management

systems (ISO 14001:2015 and ISO 45001:2018).

The conversion rates used to calculate GHG emissions

are from the following sources:

•Scope 1 direct emissions: United Kingdom

government conversion factors for greenhouse

gas (GHG) reporting.

•Scope 2 indirect emissions (based on location):

European Environment Agency

•Scope 3 United Kingdom government conversion

factors for greenhouse gasses (GHG).

•Economic data are taken from the annual report,

with human resources data taken as annual

averages.

•Speed – The non-financial performance (or

sustainability) report will be published each year.

•Clarity – The section on sustainability or non-financial

performance was created to allow stakeholders to find

this information more easily. It includes four sections:

Sustainable development at Solutions30; Social

issues; Ethical, societal, and value chain management

issues; and Environmental policy.


	Solutions30 \| 2022 Annual Report		97

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GRI Content Index


GENERAL INFORMATION		Cross-reference/ Direct answer	Omission/Reason/ Explanation
1. ORGANIZATIONAL PROFILE
102-1	Name of the organization	Cover
102-2	Activities, brands, products, and services	p. 20-28
102-3	Location of headquarters	p. 104
102-4	Location of operations	p. 43-45
102-5	Ownership and legal form	p. 104
102-6	Markets served	p. 43-45
102-7	Scale of the organization	p. 5, 12, 15, 18-20, 43-45, 60
102-8	Information on employees and other workers	p. 5, 15, 19, 68, 70-76
102-9	Supply chain	p. 79-80
102-10	Significant changes to the organization and its supply chain	p. 13
102-11	Precautionary Principle or approach	p. 15, 61-64, 69
102-12	External initiatives	p. 66-68
102-13	Membership of associations	p. 69
2. STRATEGY
102-14	Statement from senior decision-maker	p. 9
102-2	Activities, brands, products, and services	p. 4, 10, 20-28
3. ETHICS AND INTEGRITY
102-16	Values, principles, standards, and norms of behavior	p. 3, 11, 15, 66-69, 78-79
102-17	Mechanisms for advice and concerns about ethics	p. 78
4. GOVERNANCE
102-18	Governance structure	p. 6, 55-57
102-20	Executive-level responsibility for economic, environmental, and social topics	p. 61-64
5. STAKEHOLDER ENGAGEMENT
102-40	List of stakeholder groups	p. 63-64
102-41	Collective bargaining agreements	p. 63, 71, 76, 80-81	Solutions30 adheres to collective union bargaining in the countries where it is established in which it is present
102-42	Stakeholder identification and selection	p. 63-64


	Solutions30 \| 2022 Annual Report		98


GENERAL INFORMATION		Cross-reference/ Direct answer	Omission/Reason/ Explanation
102-43	Approach to stakeholder engagement	p. 63-64
102-44	Key topics and concerns raised	p. 59-66
6. REPORTING PRACTICE
102-45	Entities included in the consolidated financial statements	p. 152-188
102-46	Defining report content and topic boundaries	p. 65-66, 95-97
102-47	List of material topics	p. 66
102-48	Restatements of information	p. 75 (These 2020 figures have been adjusted from the 2021 report). p. 89 (the value of PM2.5 emissions referring to the year 2021 has been corrected in the table "Vans and trucks" and in the table "Total fleet emissions". p. 94 (residual values of excavated soil and rock for the years 2020 and 2021)
102-49	Changes in reporting	No changes
102-50	Reporting period	FY 2022, compared with 2020 and 2021
102-51	Date of most recent report	April 2023
102-52	Reporting cycle	p. 95 (annual)
102-53	Contact point for questions about the report	p. 102	esg@solutions30.com
102-54	Claims of reporting in accordance with the GRI Standards	p. 95
102-55	GRI content index	p. 98-102


	Solutions30 \| 2022 Annual Report		99


SPECIFIC DISCLOSURES		Cross-reference/ Direct answer	Omission/Reason/ Explanation
ECONOMIC
103-1	Explanation of the material topic and its boundary	p. 20-29
103-2	The management approach and its components	p. 21-22, 34-45
103-3	Evaluation of the management approach	p. 70, 78-80
201-1	Direct economic value generated and distributed	p. 12, 18-19

103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 31-33, 79
103-3	Evaluation of the management approach	p. 31-33
204-1	Proportion of spending on local suppliers	p. 79-80	In the future the company will collect the data necessary for complete coverage of the indicator.
ANTI-CORRUPTION
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 65-67, 78-80
103-3	Evaluation of the management approach	p. 78-80
205-3	Confirmed incidents of corruption and action taken	p. -	In the FY 2022 there were not incidents of corruption and actions taken


ENVIRONMENT
ENERGY
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 11, 63, 82
103-3	Evaluation of the management approach	p. 67-69	ISO 14001 management review
302-1	Energy consumption within the organisation	p. 90-91
302-3	Energy intensity	p. 90-91
EMISSIONS
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 12, 63, 83, 88-90
103-3	Evaluation of the management approach	p. 67-69
305-1	Direct (Scope 1) GHG emissions	p. 91-93


	Solutions30 \| 2022 Annual Report		100


SPECIFIC DISCLOSURES		Cross-reference/ Direct answer	Omission/Reason/ Explanation
305-2	Energy indirect (Scope 2) GHG emissions	p. 92-93
305-3	Energy indirect (Scope 3) GHG emissions	p. 93
305-4	GHG emissions intensity	p. 93
305-7	Nitrogen oxides (NOX), sulfur oxides (SOX), and other significant air emission	p. 89-90
EFFLUENTS AND WASTE
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 94
103-3	Evaluation of the management approach	p. 69, 94	ISO 14001 management review
306-2	Waste by type and disposal method	p. 94
ENVIRONMENTAL COMPLIANCE
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 60-63, 67-68
103-3	Evaluation of the management approach	p. 69	ISO 14001 management review
307-1	Non-compliance with environmental laws and regulations	p. -	During FY2022 there were no fines and non- monetary sanctions for non-compliance with environmental laws and regulations
SUPPLIER ENVIRONMENTAL ASSESSMENT
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 79-80
103-3	Evaluation of the management approach	p. 69	ISO 14001 management review
308-1	New suppliers screened using environmental criteria	p. 31-33, 63, 79-80


SOCIAL
EMPLOYMENT
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 14, 60, 71-73
103-3	Evaluation of the management approach	p. 71-76


	Solutions30 \| 2022 Annual Report		101


SPECIFIC DISCLOSURES		Cross-reference/ Direct answer	Omission/Reason/ Explanation
401-1	New hires and employee turnover	p. 73-74
401-2	Benefits provided to full-time employees that are not provided to temporary or part-time employees	p.75
401-3	Parental leave	p. 75
OCCUPATIONAL HEALTH AND SAFETY
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 14, 63-64, 77
103-3	Evaluation of the management approach	p. 15, 67-69	ISO 45001 management review
403-8	Workers covered by an occupational health and safety management system	p. 68-69
TRAINING AND EDUCATION
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 14, 63-64, 74-75
103-3	Evaluation of the management approach	p. 15, 67-68, 70, 74-75
404-1	Average hours of training per year per employee	p. 74
404-3	Percentage of employees receiving regular performance and career development reviews	p. 75
DIVERSITY AND EQUAL OPPORTUNITIES
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 10, 14, 62-63, 76
103-3	Evaluation of the management approach	p. 15, 60, 67-68
405-2	Ratio of basic salary and remuneration of women to men	p. 76
SUPPLIER SOCIAL ASSESSMENT
103-1	Explanation of the material topic and its boundary	p. 65-66, 95-97
103-2	The management approach and its components	p. 79-80
103-3	Evaluation of the management approach	p. 69
414-1	New suppliers screened using social criteria	p. 31-33, 63, 79-80	In the future the company will collect the data necessary for complete coverage of the indicator.

Contacts: esg@solutions30.com - www.solutions30.com


	Solutions30 \| 2022 Annual Report		102

// CORPORATE GOVERNANCE


4.1	Governance framework	104
4.2	Supervisory Board	108
4.3	Management Board	122
4.4	Remuneration	128


	Solutions30 \| 2022 Annual Report		103

4. CORPORATE GOVERNANCE

4.1 Governance framework

4.1.1. Introduction

Solutions30 SE is a European company headquartered in

Luxembourg, whose shares are listed on the Paris

exchange (Euronext Paris, Compartment A). It is

registered in the Trade and Companies Registry in

Luxembourg under registration number B.179097 (the

Company).

The Company has a dual organizational structure, with

both a supervisory board and a management board.

Corporate governance focuses on growth and on

operations, with short and efficient decision-making cycles

and close contact with those working in the field. This

model has allowed the Company to stay agile and to

quickly seize market opportunities when they arise. The

goal is to attain a critical size across all geographic

regions where the Company operates, while also

maintaining rigorous operational standards.

The Supervisory Board is able to do quality work because

its members are independent, committed, and supported

by three committees: the Nominations and Remunerations

Committee, the Audit, Risk and Compliance Committee,

and a Strategy and ESG Committee.

The Management Board is assisted in its work by two

committees: a Group Executive Committee and a Country

Executive Committee.

The Company was created in accordance with Council

Regulation (EC) No. 2157/2001 of October 8, 2001, on the

statute for a European company (SE) (the SE

Regulation).

It is therefore governed by the provisions of the amended

Luxembourg law on commercial companies of August 10,

1915 (the Law of 1915), applicable to public limited

companies, and by the provisions specifically applicable to

European companies in the SE Regulation.

The Company’s corporate governance rules are also

based on (i) the Company’s articles of association (the

Articles of Association), (ii) the Management Board’s

corporate governance charter (the Management Board

Charter), (iii) the Supervisory Board’s corporate

governance charter (the Supervisory Board Charter), (iv)

this report on corporate governance (the Report on

Corporate Governance) and the Company’s internal

bylaws.

As of the publication of this Corporate Governance Report,

the Company is in compliance with the corporate

governance recommendations set out in the corporate

governance code for listed companies drawn up by AFEP

and MEDEF in December 2008, updated in December

2022 (AFEP-MEDEF Code). Section 4.1.2 of this

Corporate Governance Report specifies the provisions of

the AFEP-MEDEF Code that have been set aside, along

with the reasons why.

The AFEP-MEDEF Code can be consulted on the AFEP

(www.afep.com) and MEDEF websites (www.medef.com)

The Articles of Association are available on the Company’s

website:

https://www.solutions30.com/articles-of-associations/

The Supervisory Board Charter is available on the

Company’s website:

https://www.solutions30.com/supervisory-board/

The Management Board Charter is available on the

Company’s website:

https://www.solutions30.com/company/group-

management-board/

The Company’s Codes of Conduct, Anti-corruption Policy,

Whistleblower Platform and Policy are all available on the

Company’s website:

https://www.solutions30.com/corporate-social-

responsibility/our-policies/


	Solutions30 \| 2022 Annual Report		104

4.1.2. Corporate Governance Code

The Company uses the AFEP-MEDEF Code as a

reference. The Corporate Governance Report specifies

the provisions of the AFEP-MEDEF Code that have been

set aside, along with the reasons why. The table below

lists the recommendations of the AFEP-MEDEF Code that

Solutions30 SE does not follow, as well as descriptions of

its actual practices and justifications for this choice.

It should be noted that Solutions30 employs a dual

governance model, with both a management board and a

supervisory board. In this context, it is the role of the

supervisory board to note any recommendations in the

AFEP-MEDEF Code, as soon as they are endorsed by

that entity.


Recommendations of the AFEP-MEDEF Code that are not applied or not implemented	Explanations for the non-application of certain recommendations
Article 1.7 TASKS OF THE BOARD OF DIRECTORS It also ensures that the executive officers implement a policy of non- discrimination and diversity, notably with regard to the balanced representation of men and women on the governing bodies.	Solutions30 SE has implemented a non-discrimination policy, which is part of its Code of Conduct and its Human Resources policy. The criteria for nominating members of the Supervisory Board are transparent, as they are for all Company employees. They do not discriminate based on gender and are based on skill and merit. The opportunity to implement a specific gender equality policy on the Supervisory Board was discussed during 2022, but it was not deemed necessary given the reasons cited above.
Article 8 8.1 On the proposal of the general management, the Board will determine gender diversity objectives for the governing bodies. The general management will present the board with the methods for implementing these objectives, with an action plan and the timeline for carrying out these actions. The general management shall inform the Board annually of its progress. 8.2 In the report on corporate governance, the board will describe the gender diversity policy applied to the governing bodies, as well as its objectives, their implementation methods and the results obtained during the previous year, including, if applicable, the reasons why the objectives were not achieved and the measures taken to remedy the situation.	Two of the Supervisory Board’s seven members are women. In 2020 and 2021, Solutions30 was faced with a smear campaign based on an anonymous report that had significant consequences for its stock market listing. The stability of group management bodies was the key to responding to this crisis, and the nomination of new members to the Supervisory Board should take this situation into account. The skills present on the Supervisory Board were thus strengthened given this particular context, while also ensuring that the nomination criteria for Supervisory Board members remained as transparent and non- sexist as they are for all Company employees, being based on skill and merit. The members of the Management Board have impressive technical and operational backgrounds, and the group prefers internal promotions to fill these positions. That is why there are currently no women serving as part of this management body. The responsibility for setting targets for increasing the number of female employees was given to the Country Executive Committees. As a whole, the group has decided to follow the European “Women on Board” directive, as it has been adopted into Luxembourgish law. This would require reaching (i) at least 40% of women in non-executive administrator roles, or (ii) at least 33% of women in executive and non-executive administrator roles. Solutions30 is working on an action plan and will continue to increase the number of women in its management bodies, especially when selecting and nominating executive and non- executive Directors for governance bodies across the group.


	Solutions30 \| 2022 Annual Report		105


Article 9 Article 14.3 9.1 Within a group, the directors representing employees elected or appointed in accordance with the legal requirements sit on the Board of the company that declares that it refers to the provisions of this code in its report on corporate governance. When several group companies apply these provisions, the Boards shall determine the corporation(s) eligible for this recommendation. 9.2 Directors representing employee shareholders and directors representing employees are entitled to vote at meetings of the Board of Directors, which is a collegial body that has the obligation of acting under all circumstances in the corporate interest. Like all other directors, they may be selected by the Board to participate in committees. 9.3 Without prejudice to the legal provisions specific to them, directors representing employee shareholders and directors representing employees have the same rights, are subject to the same obligations, in particular in relation to confidentiality, and take on the same responsibilities as the other members of the Board. 14.3 Directors representing employees or representing employee shareholders should be provided with suitable training enabling them to perform their duties	Because Solutions30 SE is headquartered in Luxembourg, it is therefore subject to Law 1915 (as defined above) as well as other applicable laws in Luxembourg. As such, Solutions30 SE does not meet the legal criteria for allowing employee representation on the Supervisory Board.
Article 24 REQUIREMENT FOR COMPANY OFFICERS TO HOLD SHARES The Board of Directors defines a minimum number of registered shares that the company officers must retain through to the end of their term of office. This decision is reviewed at least on each extension of their term of office. The Board may base its decisions on various references, for example: –the annual compensation –a defined number of shares –a percentage of the capital gain net of taxes and social security contributions and of expenses related to the transaction, in the case of exercised options or performance shares –a combination of these references. Until this objective regarding the holding of shares has been achieved, the company officers will devote a proportion of exercised options or awarded performance shares to this end as determined by the Board. This information must be presented in the corporation’s report on corporate governance.	As of the publication of this report, the chairman of the Management Board held 17,323,240 shares in the Company, representing 16.2% of share capital. As of the publication of this report, the other members of the Management Board together held 31,160 shares, representing 0.03% of the Company’s share capital. Together, the members of the Management Board hold 17,354,400 shares, representing 16.2% of the Company’s share capital. The members of the Management Board are thus invested in the Company’s long-term development. To this end, the group’s remuneration policy encourages all members of the Management Board to acquire and hold a number of shares (i) equal to their respective fixed annual remuneration in the fourth year following their appointment and (ii) for the CEO - equal to twice his fixed remuneration in the fourth year. This provision aims to ensure that members of the Management Board become shareholders of the Company, that they feel vested, and that their interests are aligned with those of the shareholders.

4.1.3 Assessing the work and operations of the

Supervisory Board and Management Board

In line with the recommendations of the AFEP-MEDEF

Code and its own Corporate Governance Charter, the

Supervisory Board discussed in 2022 the evaluation

process of the Supervisory Board and the Management of

Board of Solutions30. It resolved to initiate an evaluation

of the functioning of the Supervisory Board and its

respective committees, as well as the Management Board.

As part of this effort, in Q1 2023 an external consultant

was engaged to perform this evaluation process under the

overall supervision of the independent member of the

Supervisory Board, Thomas Kremer, member of the Audit,

Risk & Compliance Committee and the Strategy & ESG

Committee.

The purpose of this assessment was to evaluate the ability

of the Supervisory Board members and the Management

Board members to meet the expectations of the

shareholders and the marketplace by periodically

reviewing the membership, organization, and operations of

the governing bodies.

This evaluation process involved (i) sending a detailed

questionnaire to each of the members of the respective

boards in order to gather their opinions, comments and

suggestions concerning their composition, organization

and functioning and the overall governance of the Group


	Solutions30 \| 2022 Annual Report		106

and (ii) interviewing all members of the Management

Board, the Supervisory Board and key functions of the

Executive Committee and reviewing Group governance

documentation.

The evaluation was carried out with three main objectives:

- To assess the way the Management Board, the

Supervisory Board and its committees operate

To check that the important issues are suitably prepared

and discussed

- to measure the contribution of each member to the

respective Boards’ work.

Moreover, this evaluation process covered the governance

of Solutions30 and its implementation as well as the

quality and quantity of information provided to the

Supervisory Board members.

The conclusions of this evaluation exercise, which were

reached independently by the external consultant, were

presented and discussed at the Supervisory Board

meeting and the Management Board meeting, both held

on April 3, 2023. Conclusions of the evaluation are the

following:

•Changes in the composition and expertise of the

Supervisory Board, since the previous assessment

carried out in 2021, are judged positively given that

additional competences have been added such as

compliance, ESG, risk management, and overall

governance.

•The number of members and the current composition

of the Management Board in terms of profile and

experience are considered appropriate.

•Need for process of rejuvenation and equal gender

representation on the boards as part of a sustainable

succession planning continue in the future, especially

when mandates need to be renewed.

•Members of the Supervisory Board have the

appropriate range of skills, knowledge and experience

necessary to enable it to effectively perform its duties.

•Members of the Management Board and the

Supervisory Board commend the Group’s resilience

and strength during the past few years, including the

accelerated major improvements of its governance:

- The strengthening of the Supervisory Board’s audit,

risk and compliance expertise

- An increased awareness of the Group's ESG

challenges

- Implementation of more rigorous control and

compliance processes

Several recommendations were made with regards to

governance, mainly:

(i) The composition of the Supervisory Board, the

Management Board, and the Executive Committees,

especially its diversity in terms of equal representation for

men and women, to continue to evolve to follow the EU

directive 2022/2381 on improving the gender balance

among directors of listed companies and related

measures;

(ii) Strengthen focus on ESG matters followed by the

global training of the management, and

(iii) Continue ensuring consistent application of control and

compliance processes, including improvement of these

processes throughout the Group.

The Supervisory Board will continue to build on its

expertise, especially in the areas of risk management,

compliance, ESG, new technologies, and innovation.

Further to the above process, the Supervisory Board

decided that, following the recommendations of the AFEP-

MEDEF Code, the members of the Supervisory Board and

Management Board will be evaluated at least once per

year, based on the three objectives set forth in the AFEP-

MEDEF Code and mentioned above.

In addition, a formal assessment of the respective boards’

work will be carried out using one of the following two

methods and under the supervision of the Nominations

and Remunerations Committee:

•As a self-evaluation

•As an evaluation conducted by a specialist firm

(external consultant).

Moreover, it has been decided that continuous

assessments shall be performed by management as

routine operations, built into business processes, and

performed on a real-time basis, reacting to changing

conditions.

It should also be noted that in 2022 Solutions30 entered a

new stage in its transformation, with a focus on

strengthening its organizational structure in terms of

governance, risk management, and compliance. More

details about this initiative and its current status are

available in section 2.4 of this annual report.


	Solutions30 \| 2022 Annual Report		107

4.2 Supervisory Board

4.2.1 Supervisory Board Charter

The Supervisory Board has adopted an internal charter,

which went into effect on April 23, 2019. This Supervisory

Board Charter establishes rules and operating principles

for the Supervisory Board that go beyond applicable legal

and regulatory provisions and the Company’s Articles of

Association. The information below is a summary of this

Supervisory Board Charter and is not, therefore, intended

to be exhaustive in nature.

4.2.2 Members of the Supervisory Board

The Supervisory Board is a collegial body composed of at

least three members appointed and dismissed by the

Company’s general meeting of shareholders (the General

Meeting), on the non-binding proposal of the Supervisory

Board. Supervisory Board members are appointed on the

basis of objective criteria, such as their expertise, skills,

experience, diversity, and independence.

The members of the Supervisory Board serve for a

maximum of four years, as described in the Articles of

Association, and may be reappointed. In this case, the

manner in which the candidate has performed their duties

is evaluated and taken into account.

The composition of the Supervisory Board will be such

that the combined experience, skills, abilities, diversity,

and independence of its members will enable it to best

discharge its duties and responsibilities with respect to the

Company and all stakeholders, in accordance with

applicable laws and regulations (including the rules of the

Euronext market on which the Company’s shares are

listed and traded).

The Supervisory Board currently has seven members,

including a chairperson and a vice-chairperson.

4.2.3 Supervisory Board Committees

The Supervisory Board is assisted by three specialized

committees, each acting in a specific area of expertise.

The permanent committees of the Supervisory Board are

the Nominations and Remunerations Committee; the

Audit, Risk and Compliance Committee; and the Strategy

and ESG Committee (the Committees). Their operating

procedures are set out in the appendices to the

Supervisory Board Charter.

The purpose of these Committees is to assist the

Supervisory Board in supervising the Company’s

Management Board by advising and preparing decisions

related to matters within its scope.

At the July 21, 2022 Supervisory Board meeting, it was

decided to expand the prerogatives of the existing

committees to include risk, compliance, and ESG, to help

better integrate these topics and maintain a global vision

of these issues. As a result, starting from that date, the

Supervisory Board had an Audit, Risk, and Compliance

Committee and a Strategy and ESG Committee, in line

with Group goals and commitments.

The main functions of the Supervisory Board Committees

include the following:

•Strategy and ESG Committee: Monitor and evaluate

the Company’s strategy and any changes within it,

including with regard to ESG criteria, and anticipating

risks, including the annual review of ESG objectives

and strategic plans, investment plan analysis, Group

Management Board oversight, and input on decision-

making related to strategy and ESG.

•Audit, Risk and Compliance Committee: Assist the

Supervisory Board with compliance, financial

reporting, internal control procedures, and risk

management. Best practices entail that the Audit, Risk

and Compliance Committee meet with the auditors,

both with and without Solutions30 management

present.

•Nominations and Remunerations Committee: to assist

the Supervisory Board and make proposals with

regard to governance body membership, to

succession plans for Company directors, and to

remuneration for Supervisory Board and Management

Board members.


	Solutions30 \| 2022 Annual Report		108

4.2.4 About the members of the Supervisory Board

The Supervisory Board is currently made up of six members:


	ALEXANDER SATOR Chair of the Supervisory Board Independent member Chair of the Nominations and Remunerations Committee Age: 52 years old Nationality: German	1st appointed: May 15, 2015, as a member of the Supervisory Board Term expires: 2023 Number of shares held: - Attendance rate: 100% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg

Appointed as member of the Supervisory Board by resolution of the combined general meeting on May 15, 2015, and chairman of the Supervisory Board by resolution of the Supervisory Board on July 20, 2018. His terms of office, renewed at the ordinary general meeting on May 27, 2019, will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2022. Alexander Sator has a degree in physics and is the inventor of several innovative laser technologies. In 1996, he founded Sator Laser, a company that specialized in industrial laser systems, and became technical director of the group when it was acquired by Domino Printing Science PLC in 2001. In 2005, he became CEO of 4G Systems before selling the company to Deutsche Telekom in 2006. He later founded SapfiKapital Management, a family office that invested in the telecommunications sector. At the same time, he worked as a strategic advisor to Deutsche Telekom and was president of Cinterion Wireless Modules, a Siemens spin-off company. In 2018, Alexander Sator founded 1nce, a joint venture with Deutsche Telekom and the first major service provider for the Internet of Things. He is currently the company’s CEO.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•1nce GMBH – Chief Executive

•1nce SIA – Chief Executive

•Norbit GMBH – Chief Executive

•Sapfi Kapital Man. GMBH – Chief Executive

Positions that were held during the last 5 years and have ended

•DGT Future Fund – Member of the Supervisory Board

•SendR SE – Chairman of the Board of Directors

•Satkirit LTD – Member of the Board of Directors

•Reverse Retail GMBH – Member of the Board of

Directors


	Solutions30 \| 2022 Annual Report		109


	FRANCESCO SERAFINI Vice-chair of the Supervisory Board Independent member Member of the Strategy and ESG Committee Member of the Nominations and Remunerations Committee Age: 70 years old Nationality: Italian 1st appointed: May 15, 2013	Term expires: 2025 Number of shares held: 6,700 Attendance rate: 100% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg

Appointed as member of the Supervisory Board by resolution of the combined general meeting on May 15, 2013. His term of office, renewed at the ordinary general meeting on June 30, 2021, will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2024. Francesco Serafini joined Hewlett-Packard in 1981 and spent most of his career with that company. He has held various senior management positions within the group, including senior vice president of HP Services and senior vice president of HP Technology Solutions Group for Europe and the Middle East. In 2005, he became head of Hewlett- Packard’s European operations and in 2009, became the group’s executive vice president in charge of emerging markets.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•Societa Agricola Luvia – Joint-Manager

•Frantoio Serafini – General Manager

•F2linvest SRL – Director

Positions that were held during the last 5 years and have ended

•Harbour Spot – Member of the Board of Directors

•Dominator Yacht GMBH (in liquidation)


	Solutions30 \| 2022 Annual Report		110


	CAROLINE TISSOT Member of the Supervisory Board Independent member Member of the Strategy and ESG Committee Age: 52 years old Nationality: French 1st appointed: May 19, 2017	Term expires: 2025 Number of shares held: - Attendance rate:100% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg

Appointed as member of the Supervisory Board by resolution of the ordinary general meeting on May 19, 2017. His term of office, renewed at the ordinary general meeting on June 30, 2021, will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2024. Caroline Tissot is a graduate of the Institut d’études politiques in Paris and holds a master’s degree from the University of Paris Dauphine. She began her career in 1995 as a consultant at Deloitte France, before joining General Electric’s European headquarters in Brussels in 2003, where she spent nearly ten years working in procurement. She gained particular expertise in this field, as well as extensive international experience. In 2012, she was named purchasing director for Bouygues Telecom. In September 2016, she joined AccorHotels to handle the group’s purchasing.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None


	Solutions30 \| 2022 Annual Report		111


	JEAN-PAUL COTTET Member of the Supervisory Board Independent member Chair of the Strategy and ESG Committee Age: 68 years old Nationality: French	1st appointed: May 18, 2018 Term expires: 2025 Number of shares held: - Attendance rate: 100% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg

Co-opted as member of the Supervisory Board at the Supervisory Board meeting on April 18, 2018, and confirmed by a resolution of the ordinary general meeting on May 18, 2018. His term of office, renewed at the ordinary general meeting on June 30, 2021, will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2024. A graduate of the École Polytechnique, Mines ParisTech and Télécom ParisTech, Jean-Paul Cottet began his career in the nuclear sector, then worked for France Télécom/Orange as director of network operations in Marseilles. He has held various management positions, including head of the Paris division after serving as director of sales for France and oversaw the company going public. He was also director of networks for France. He then held various positions within the group’s executive committee, serving as secretary general, chief information officer, chief international officer, and director of innovation and content marketing. He is currently a consultant in new technology management.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•Pentekaitech – CEO

•Ecole Polytechnique Foundation – Delegate General

•Fondation du Patrimoine (France) - Project Director

Positions that were held during the last 5 years and have ended

•Chairman and/or Director of several Orange companies (Audiovisual [OSC], Orange subsidiaries in Africa, Viacess-

Orca)

•Orange– Advisor


	Solutions30 \| 2022 Annual Report		112


	YVES KERVEILLANT Member of the Supervisory Board Independent member Chair of the Audit, Risk and Compliance Committee Member of the Nominations and Remunerations Committee Age: 70 years old Nationality: French	1st appointed: May 27, 2019 Term expires: 2023 Number of shares held: - Attendance rate: 100% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg

Appointed as member of the Supervisory Board by resolution of the ordinary general meeting on May 27, 2019. His term of office will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2022. Yves Kerveillant is a graduate of HEC and holds degrees in law and accounting. Before joining the consulting firm Equideals and later becoming its president in 2009, Yves ran a group of expert accounting firms for over twenty years. At the same time, he served as statutory auditor for eighty companies, several of which are listed on the stock exchange. His areas of expertise include business development assistance, advice on acquisitions or sales of SMEs, and developing plans for the takeover and restructuring of companies in difficulty.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•SAS YK Conseil – President SAS YK Conseil is president of SAS Ker Invest which is itself President of SAS

Equideals

•SCI Bison buté – General Manager

•SCI 30 rue de la Bourboule – General Manager

•SCI Vemag – General Manager

•SCI Expertise Nouvelle France – General Manager

•SCI Edison Communication – President

•SNC Unu Testardu – President

Positions that were held during the last 5 years and have ended

•SCI l’Erable – President

•SAS Immortelles de Calenzana – President

•SAS Immortelles Corses – President

•SNC Ker West – General Manager


	Solutions30 \| 2022 Annual Report		113


	THOMAS KREMER Member of the Supervisory Board Independent member Member of the Audit, Risk and Compliance Committee Member of the Strategy and ESG Committee Age: 65 years old Nationality: German	1st appointed: June 16, 2022 Term expires: 2026 Number of shares held: - Attendance rate:100%* Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
Appointed as member of the Supervisory Board by resolution of the ordinary general meeting on June 16, 2022. His term of office will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2025. Thomas Kremer graduated from the University of Bonn in 1994 with a doctorate in law. At the beginning of his career, Thomas Kremer joined the legal department of ThyssenKrupp AG before becoming its general counsel in 2003 and being put in charge of implementing their compliance program. He was named Chief Compliance Officer in 2007. In 2009, he took over the management of the company’s legal & compliance expertise center. In 2012, he joined Deutsche Telekom AG as a member of the executive board and was responsible for data privacy, legal affairs, compliance, internal auditing, and risk management. Between January 2014 and March 2015, he served as interim human resources director in parallel with his other duties. From May 2015 until his retirement in March 2020, he was also a member of the supervisory board of T-Systems International GmbH, and sat on the safety and human resources subcommittees. In addition to his operational duties, Thomas Kremer was a member of the German government’s commission on corporate governance (Deutscher Corporate Governance Kodex, or DCGK). He was also president of the association for network security called “Deutschland sicher im Netz”. Dr. Thomas Kremer is currently a lecturer at the University of Bonn in business law and corporate governance.

*For time as a member of the Supervisory Board during the period under consideration, i.e. from 6/16/2022 to

12/31/2022

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

•Deutsche Telekom AG - Member of the Management Board

•T-Systems International GmbH - Member of the Supervisory Board


	Solutions30 \| 2022 Annual Report		114


	PASCALE MOURVILLIER Member of the Supervisory Board Independent member Member of the Audit, Risk and Compliance Committee Age: 63 years old Nationality: French, Swiss	1st appointed: December 10, 2021 Term expires: 2025 Number of shares held: - Attendance rate: 83% Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
Pascale Mourvillier was appointed as a member of the Supervisory Board at the Supervisory Board meeting of December 10, 2021. Her appointment is to be ratified by the ordinary general meeting called to approve the financial statements for the year ending December 31, 2021. His term of office will expire at the general meeting called to approve the financial statements for the year ending on December 31, 2024. Pascale Mourvillier began her career in auditing at Arthur Andersen. She then specialized in IFRS at the Compagnie Nationale des Commissaires aux Comptes (CNCC) and worked as a technical advisor at Acteo. In 2005, she joined Suez as head of the IFRS expertise division and for 10 years she helped the group carry out numerous strategic transactions. Since 2014, she has been working as an independent financial reporting consultant for numerous mid- caps and large corporations. She has been a member of the accounting commission at SFAF since 2004.

Other positions held outside the Company, within the Solutions30 Group

Current positions

None

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•Gamabilis - Member of the Advisory Board

Positions that were held during the last 5 years and have ended

•PAM Expertise - President


	Solutions30 \| 2022 Annual Report		115

Summary table:


							Supervisory Board Committees
Member of the Supervisory Board	Nationality	Gend er	Year first appointed	End date of mandate	Seniority	Member independ ent	Committee Audit, Risk, and Compliance	Nominations and Remuneration	Committe e Strategy and ESG	Experience
Alexander Sator	German	M	2015	2023	8 years	Yes		Chair		Entrepreneur, CEO of 1nce (JV with Deutsche Telekom)
Francesco Serafini	Italian	M	2013	2025	10 years	Yes		Member	Member	Hewlett-Packard EMEA Chief Operations Officer
Caroline Tissot	French	F	2017	2025	6 years	Yes			Member	Chief Group Procurement Officer, AccorHotels group, Bouygues Telecom
Jean Paul Cottet	French	M	2018	2025	5 years	Yes			Chair	Member of the Orange Executive Committee, Personal Advisor to the CEO of Orange
Yves Kerveillant	French	M	2019	2023	4 years	Yes	Chair	Member		Chartered Accountant, President of Equideals
Pascale Mourvilier	French	F	2021	2025	< 1 year	Yes	Member		Member	Auditor at Arthur Andersen, head of IFRS expertise center at Suez.
Thomas Kemer	German	M	2022	2026	< 1 year	Yes	Member		Member	Member of the Board of Directors - Deutsche Telekom AG, Member of the Supervisory Board of T-Systems International GmbH, Member of the German Government Commission on Corporate Governance

Competency and expertise matrix for the members of the Supervisory Board

The complementarity of skill sets of Supervisory Board members has also been reinforced since 2018. The members

have a wide range of expertise in the Company’s key areas of focus:


	Experience				Expertise
Member of the Supervisory Board	Business Sectors	International	Customers	General Management	Audit & Finance	Organization & HR	ESG	Legal & Compliance	Marketing & Sales
Alexander Sator	✔	✔	✔	✔					✔
Francesco Serafini	✔	✔	✔	✔		✔			✔
Caroline Tissot	✔	✔	✔	✔	✔	✔	✔
Jean Paul Cottet	✔	✔	✔	✔		✔		✔	✔
Yves Kerveillant	✔	✔			✔			✔
Pascale Mourvillier	✔	✔			✔		✔	✔
Thomas Kremer	✔	✔	✔	✔	✔	✔	✔	✔


	Solutions30 \| 2022 Annual Report		116

Definitions:

Business Sectors: experience with the business sectors

the Group operates in, i.e. energy, telecoms, IT, retail, and

security.

International: experience with international groups or

outside their country of origin.

Customers: experience working for or with the Group’s

major customers.

General Management: experience with executive

management in an international or high-growth setting, or

in relation to starting and growing companies.

Audit & Finance: expertise or experience in corporate

finance, audit and oversight procedures, risk management

and insurance, accounting, mergers and acquisitions, or

the banking sector.

Organization and HR: expertise in the human resources

sector, in structuring high-growth companies, or in

transforming high-growth companies.

ESG: expertise or experience in the social, environmental,

and corporate governance sectors.

Legal & Compliance: experience or expertise in law and

compliance.

Marketing & Sales: expertise or experience in marketing

and sales.

4.2.5 Changes in the composition of the Supervisory

Board and its committees during the fiscal year

On December 10, 2021, Paul Raguin, aged 80, resigned

from his position as member of the Supervisory Board. In

accordance with Solutions30’s Articles of Association, the

Supervisory Board unanimously decided to appoint

Pascale Mourvillier as a member of the Supervisory

Board, replacing Paul Raguin as of December 10, 2021.

This nomination was approved by the General Meeting of

shareholders on June 16, 2022, in line with all applicable

laws.

Pascale Mourvillier’s term of office will run for the

remainder of her predecessor’s term, i.e. until the general

meeting called to approve the financial statements for the

year ending December 31, 2024.

In addition, the Supervisory Board has decided to appoint

Pascale Mourvillier as a member of the Audit, Risk and

Compliance Committee to replace Paul Raguin as

indicated above, as well as a member of the Strategy and

ESG Committee.

The General Meeting on June 16, 2022 also named a new

member to the Supervisory Board, Thomas Kremer.

The Supervisory Board then decided to appoint Thomas

Kremer as a member of the Audit, Risk and Compliance

Committee and the Strategy and ESG Committee.

Accordingly, the above-mentioned committees are now

composed as follows:

Audit, Risk and Compliance Committee;

Yves Kerveillant, Chairman,

Pascale Mourvillier, Member,

Thomas Kremer, Member

Strategy and ESG Committee:

Jean-Paul Cottet, Chairman

Caroline Tissot, Member,

Francesco Serafini, Member,

Pascale Mourvillier, Member,

Thomas Kremer, Member

It should be noted that article 22.3 of the Company’s

Articles of Association stipulates that “In the event of a

vacancy in the office of a member of the supervisory board

because of death, legal incapacity, bankruptcy, resignation

or otherwise, this vacancy may be filled on a temporary

basis and for a period of time not exceeding the initial

mandate of the replaced member of the supervisory board

by the remaining members of the supervisory board until

the next general meeting of shareholders which shall

resolve on the permanent appointment in compliance with

the applicable legal provisions.”

4.2.6 Upcoming changes in the membership of the

Supervisory Board

The Supervisory Board is hoping to cultivate a wide range

of expertise among its members, with international

representation, diverse backgrounds, gender diversity, and

a predominant number of independent members.

The Nominations and Remunerations Committee intends

to reinforce the skills present within the Supervisory

Board, especially in terms of corporate responsibility,

governance, risk management, compliance, and auditing.

4.2.7 Independence of members of the Supervisory

Board

Every year, based on recommendations from the

Nominations and Remunerations Committee, the

Supervisory Board reviews the independence of its

members based on the independence criteria given in the

AFEP-MEDEF Code and listed below.

In particular, the Nominations and Remunerations

Committee looks at whether the companies other than

Solutions30 with which the Supervisory Board members

are involved might have business relationships with the

Company, and if so, whether these relationships might

compromise the independence of the member in question.

The AFEP-MEDEF Code independence criteria used by

the Company:

Criterion 1: Employee or executive officer within the

previous 5 years

Not to be or not to have been within the previous 5 years:

•An employee or executive officer of the company

•An employee, executive officer, or director of a

company consolidated by the company

•An employee, executive officer, or director of the

company’s parent company or a company

consolidated within this parent company

Criterion 2: Cross-directorships


	Solutions30 \| 2022 Annual Report		117

Not to be an executive officer of a company in which the

company holds a directorship, directly or indirectly, or in

which an employee appointed as such or an executive

officer of the company (currently in office or having held

such office within the last five years) holds a directorship.

Criterion 3: Significant business relationships

Not to be a customer, supplier, commercial banker,

investment banker, or consultant:

•Who is significant to the company or its group

•For whom the company or its group represents a

significant portion of his or her business activity

The evaluation of whether or not the relationship with the

company or its group is significant must be debated by the

board, and the quantitative and qualitative criteria that led

to this evaluation (continuity, economic dependence,

exclusivity, etc.) must be explicitly stated in the annual

report.

Criterion 4: Family ties

Not to be related by close family ties to an executive

officer.

Criterion 5: Auditor

Not to have been an auditor of the company within the

previous 5 years.

Criterion 6: Term of office exceeding 12 years

Not to have been a director of the company for more than

twelve years. Directors are no longer considered

independent after having served for more than twelve

years.

Criterion 7: Status of non-executive officer

A non-executive officer cannot be considered independent

if he or she receives variable remuneration in cash or in

the form of securities or any remuneration linked to the

performance of the company or group.

Criterion 8: Status of major shareholder

Directors representing major shareholders of the company

or its parent company may be considered independent,

provided these shareholders do not take part in the control

of the company. Nevertheless, beyond a 10% threshold in

capital or voting rights, the board, upon a report from the

nominations committee, should systematically review the

qualification as independent in the light of the makeup of

the company’s capital and the existence of a potential

conflict of interest.

Assessment of the independence of members of the

Supervisory Board

During its meeting on April 27, 2022, the Supervisory

Board, having analyzed the assessment made by the

Nominations and Remunerations Committee, confirmed

that the six members of the Supervisory Board (100%) are

independent with regard to the criteria listed above.

Thomas Kremer’s independence was also evaluated and

confirmed by the Supervisory Board before his

nomination.

The Supervisory Board has furthermore confirmed that as

of the date of this report, there are no direct or indirect

business relationships between Solutions30 and the

members of its Supervisory Board or the companies with

which these members may be involved in. There was

therefore no need to evaluate the nature of these business

relationships.


Review for 2022	Alexander Sator	Caroline Tissot	Francesco Serafini	Yves Kerveillant	Jean Paul Cottet	Pascale Mourvillier	Thomas Kremer
Criterion 1: Employee or executive officer within the previous 5 years	✔	✔	✔	✔	✔	✔	✔
Criterion 2: Cross-directorships	✔	✔	✔	✔	✔	✔	✔
Criterion 3: Significant business relationships	✔	✔	✔	✔	✔	✔	✔
Criterion 4: Family ties	✔	✔	✔	✔	✔	✔	✔
Criterion 5: Auditor	✔	✔	✔	✔	✔	✔	✔
Criterion 6: Term of office exceeding 12 years	✔	✔	✔	✔	✔	✔	✔
Criterion 7: Status of non-executive officer	✔	✔	✔	✔	✔	✔	✔
Criterion 8: Status of major shareholder	✔	✔	✔	✔	✔	✔	✔

4.2.8 Gender representation

In 2022, the Supervisory Board was composed of seven

members.

At the end of December 2022, two members of the

Supervisory Board were women, representing 28% of the

members. The Company aims to establish gender parity

on the Supervisory Board. The group is actively trying to

recruit new women for its Supervisory Board.

Solutions30 is committed to adhering to the provisions of

Directive (EU) 2022/2381 on improving the gender

balance among directors of listed companies. This

directive calls for publicly traded companies to take the

necessary steps to ensure that at least 40% of their non-


	Solutions30 \| 2022 Annual Report		118

executive director positions or 33% of all director positions

are held by women by 2026. The directive makes it clear

that the selection and nomination procedures for Director

positions should be based on clear and neutral criteria,

with a person’s qualifications and merit serving as

fundamental criteria.

4.2.9 Preparation and organization of work

The Supervisory Board is a collegial body whose main role

is to provide ongoing management oversight of the

Company’s Management Board. It also oversees the

application of policies implemented by the Management

Board, advises the Management Board on overall

corporate strategy, and ensures that all applicable rules

and regulations are being followed.

Mission of the Supervisory Board

The Supervisory Board’s internal rules stipulate that the

Supervisory Board exercises the functions and powers

conferred on it by the Law 1915, the Articles of

Association, and the Supervisory Board Charter.

The Supervisory Board permanently supervises the

Company’s management by the Management Board but

does not interfere with said management.

The Supervisory Board oversees the policies pursued by

the Management Board as well as the general progress of

the Company’s affairs and business activities and provides

the Management Board with advice. In the performance of

its duties, the Supervisory Board must seek to act in the

best interest of the Company and its business by taking

into account the best interest of all stakeholders, including

the Company’s shareholders. The Supervisory Board is

responsible for the quality of its work.

The Supervisory Board also carries out inspections and

verification that it deems appropriate and can obtain any

documents that it considers useful to accomplishing its

mission.

The Supervisory Board ensures proper corporate

governance of the Group and oversees the practices of

the Group and its managers and employees.

Functioning of the Supervisory Board

Supervisory Board meetings are convened by the

chairperson of the Supervisory Board with the

understanding that the latter can also convene a meeting

at the request of a member of the Management Board or

one third of the members of the Supervisory Board.

The Supervisory Board shall meet as often as the interests

of the Company require. In any event, it must meet at least

four times a year.

The frequency and length of meetings must be such as to

allow in-depth examination and discussion of matters

falling within the competence of the Supervisory Board.

Supervisory Board meetings are presided over by the

chairperson. The Supervisory Board may validly deliberate

if the majority of its members in office are present or

represented. Members of the Supervisory Board are

considered present in order to constitute a quorum or a

majority during meetings via videoconference, conference

call, or any other means of communication, provided that

all participants can be identified and simultaneously hear

each other. Each meeting of the Supervisory Board and its

committees must be long enough to allow useful,

meaningful discussion of the items on the agenda.

Decisions are made by a majority of the votes cast, each

board member having one vote. If there are an equal

number of votes in favor and against a decision, the

chairperson shall have the casting vote. The obligations of

its members are set out in the Supervisory Board Charter.

They can hear from the Company’s senior executives if it

is in the Company’s interest. Unless the chairperson of the

Supervisory Board decides otherwise, the Management

Board and other members of senior management—as

agreed by the chairperson or vice-chairperson of the

Supervisory Board and the Management Board—attend

Supervisory Board meetings, notwithstanding the

Supervisory Board’s right to invite people to its meetings.

4.2.10 Activity of the Supervisory Board and its

Committees in 2022

The Supervisory Board met six times in 2022, with an

attendance rate of 97%.

The Nominations and Remunerations Committee met two

times in 2022, with an attendance rate of 100%.

The Audit, Risk and Compliance Committee met five times

in 2022, with an attendance rate of 100%.

The Strategy and ESG Committee met three times in

2022, with an attendance rate of 89%.


	Solutions30 \| 2022 Annual Report		119


	Supervisory Board		Nominations and Remunerations Committee		Audit, Risk and Compliance Committee		Strategy and ESG Committee
	Attendance / number of meetings	Attendance rate	Attendance / number of meetings	Attendance rate	Attendance / number of meetings	Attendance rate	Attendance / number of meetings	Attendance rate
Alexander Sator	6/6	100%	2/2	100%	N/A	N/A	N/A	N/A
Francesco Serafini	6/6	100%	2/2	100%	N/A	N/A	2/3	67%
Caroline Tissot	6/6	100%	N/A	N/A	N/A	N/A	3/3	100%
Jean-Paul Cottet	6/6	100%	N/A	N/A	N/A	N/A	3/3	100%
Yves Kerveillant	6/6	100%	2/2	100%	5/5	100%	N/A	N/A
Pascale Mourvillier*	5/6	83%	N/A	N/A	5/5	100%	1/1	N/A
Thomas Kremer*	3/3	100%	N/A	N/A	2/2	100%	1/1	N/A

*For the time they were members of the Supervisory Board and the Strategy and ESG Committee during the period

under consideration.

To carry out its duties, the Supervisory Board relies on specialized committees and may, if necessary, call on external

firms.


	Solutions30 \| 2022 Annual Report		120

shutterstock_192412034_Easy-Resize.com.jpg

The main points discussed and the decisions made by the Supervisory Board and its committees during their 2022

meetings were as follows:


Supervisory Board	•Evaluation of the impact of the COVID-19 pandemic on the Company’s operations and functioning. •Assessment of the independence of members of the Supervisory Board. •Review of Solutions30 statutory accounts and consolidated financial statements. •Review of quarterly financial statements. •Discussion about the anchor shareholder and the 5-year business plan. •Follow-up on the conciliation procedure. •Follow-up on the Governance, Risk, and Compliance project. •Approval of the new remuneration policy and the Supervisory Board remuneration. •Appointment of a new member to the Supervisory Board, Thomas Kremer •Reorganization of the Supervisory Board committees and creation of the Audit, Risk and Compliance Committee and Strategy and ESG Committee. •Approval of new Group financing. •Acknowledgement of the renewal of the mandates of Supervisory Board members and confirmation of the composition of Supervisory Board committees.
Nominations and Remunerations Committee	•Review of remuneration of members of the Supervisory Board and Management Board: review of performance criteria, performance analysis process, and remuneration determinations for 2022. •Preparation of the new remuneration policy and Supervisory Board remuneration. •Skill reinforcement of the Supervisory Board and Management Board to continue implementing the improvement plan launched by Solutions30 in 2019. •Review of candidates for potential new Supervisory Board members. •Review of the independence of Supervisory Board members. •Review of the evaluation process for Supervisory Board and Management Board members.
Audit, Risk and Compliance Committee	•Review of annual and interim revenue and financial results before presentation to the Supervisory Board. •Review of exposure to social and environmental risks. •Follow-up on the transition process between the former and new auditor. •Follow-up on the conciliation procedure. •Review of the new financing project. •Follow-up on the Governance, Risk, and Compliance project. •Review and monitoring of transactions with related parties. •Risk management: update on the new Third Parties Due Diligence (TPDD) procedure. •Review of 2022 audit strategy. •Review of 2022 audit budget.
Strategy and ESG Committee	•Discussion on the current state of business activities and markets. •Analysis of potential M&A targets. •Analysis and discussion on 2022 strategy. •Analysis of ESG initiatives.

4.2.11 Information on service contracts

To the Company’s knowledge, during the year ended

December 31, 2022, no agreement was entered into,

directly or indirectly, between a member of the Supervisory

Board or a shareholder holding more than 10% of the

Company’s voting rights and the Company itself or one of

its subsidiaries.

The service contracts between members of the

Management Board and the Company are indicated in

section 4.4.4.9.


	Solutions30 \| 2022 Annual Report		121

4.3 Management Board

4.3.1 Management Board Charter

The Management Board adopted an internal charter,

which came into force on April 23, 2019. This

Management Board Charter specifies the rules and

operating principles of the Management Board in addition

to the applicable legal and regulatory provisions and the

Company’s Articles of Association. The information below

is a summary of this Management Board Charter and,

therefore, is not intended to be exhaustive.

The Management Board is the main decision-making body

responsible for the Company’s management and general

affairs. It may be assisted by one or more ad hoc

committees that may be created by a resolution of the

Management Board. In the present case and for the time

being, the Management Board is assisted by two

executive committees.

Members of the Management Board act as a collegial

body and are jointly and severally responsible for the

overall management of the Company’s business activities.

Regardless of how its members are appointed or how it is

organized, the Management Board is and shall remain a

collegial body of the Company that is appointed by the

Supervisory Board. Consequently, no member of the

Management Board has the authority to act on behalf of

the Management Board. Each member of the

Management Board is a member of a team made up of the

members of the Management Board who together form a

collegial body.

The Management Board shall have the power to take any

action that is necessary or useful to achieving the

Company’s corporate purpose, with the exception of the

powers reserved by law or the Articles of Association for

the Supervisory Board and the general meeting of

shareholders. The Management Board performs its duties

under the supervision of the Supervisory Board.

Members of the Management Board shall be appointed

and dismissed by the Supervisory Board—which

determines their number—for a period of four years,

unless otherwise specified in the Articles of Association.

They are re-eligible and may be dismissed at any time,

with cause, by a resolution of the Supervisory Board.

4.3.2 Management Board committees

The Management Board established two executive

committees—each of which acts within its area of

expertise. The permanent executive committees of the

Management Board are the Group Executive Committee

and the Country Executive Committee (the Executive

Committees).

(i) Group Executive Committee

The main purpose of the Group Executive Committee is to

provide the Management Board any necessary

assistance, support, and advice in order to streamline the

decision-making process and prioritize issues to be

handled by the Management Board.

Moreover, the Group Executive Committee’s roles include

the following matters:

•Participating in the implementation of internal policies

on ethics, security, and human resources

•Submitting recommendations to improve these policies

•Advising the Management Board on locally

implemented best practices as well as investments

and the general organization of the Group

•Promoting synergies and the centralization of certain

activities at the Group level to reduce associated

costs.

•Ensuring the free flow of information within the Group

(ii) Country Executive Committee

The main purpose of the Country Executive Committee is

to provide the Management Board any necessary

assistance, support, and advice in order to streamline the

decision-making process and prioritize issues to be

handled by the Management Board.

Moreover, the Country Executive Committee’s duties

include the following matters:

•Participating in the preparation of the annual budget by

country

•Assisting the Group Executive Committee in

establishing the annual budget and monitoring major

investments, acquisitions, cash flows, and financial

activities at the local level.

•Verifying compliance with local regulations, notably

with regard to safety, security, and social responsibility

•Strengthening synergies, seizing opportunities for

pooling resources and for further integration within the

Group

In addition, frequent plenary sessions are held for

members of the Group and Country Executive

Committees. In connection with these plenary meetings,

cross-functional working groups have been created to:

•Harmonize, improve, and monitor the Group’s key

processes: Human Resources, IT, Purchasing and

Supplies, Business Development, Finance, and

Human Resources

•Monitor the deployment of the Group’s major projects

for (i) Governance, Risk, and Compliance, and (ii)

Corporate Social Responsibility. These two projects

are explained in detail in section 2.4 of this report and

in the Group’s non-financial report.


	Solutions30 \| 2022 Annual Report		122

4.3.3 Members of the Management Board Members of the Management Board


	GIANBEPPI FORTIS Chairman of the Management Board and Cofounder Age: 60 years old Nationality: French 1st appointed: 2005 Term expires: 2025 Number of shares held:17,323,240 Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
Gianbeppi Fortis is a graduate of Politecnico di Milano and holds an MBA from INSEAD. Before co-founding Solutions30 in 2003, he was a project manager and consultant for companies such as SITA Equant, Motorola, and IBM. He went on to become chief executive of Kast Telecom, SIRTI France, and RSL Com Italy.

Other positions held outside the Company, within the Solutions30 Group

Current positions

•Solutions30 Iberia 2017 SL – Director

•Solutions30 Italia – Director

•Unit-T BV – Director and Chairman of the Board of

Directors

•Unit-T Field Services BV – Director and Chairman of

the Board of Directors

•Solutions30 Belgium BV – Representative of

Solutions30 SE which is itself General Manager

•Solutions30 Netherlands BV – Representative of

Solutions30 SE, itself a member of the Board of

Directors; Representative of Brand 30 SARL, itself a

member of the Board of Directors

•Business Solutions30 Holland BV – Representative of

Solutions30 SE, itself a member of the Board of

Directors; Representative of Brand 30 SARL, itself a

member of the Board of Directors

•Solutions30 Holding Sp. z o.o. – Member of the

Supervisory Board

Positions that were held during the last 5 years and have ended

•Telima Money – President

•Telima Infoservices – President

•Telima Digital World – General Manager

•Telima Tunisie – General Manager

•Solutions30 Field Services Süd GMBH – General

Manager

•Digital Business Solutions GMBH – General Manager

•Telima Frepart – General Manager

•Telima Business Solutions – President

•Telima Professional Services – General Manager of

Telima Frepart which is itself President

•Sotranasa Televideocom – General Manager of Telima

Frepart which is itself President

•Telekom Usługi SA – Chairman of the Supervisory

Board

•Telima Poland – General Manager

•Solutions30 Holding GMBH – General Manager

•Solutions30 GMBH – General Manager

•Solutions30 Field Service GMBH – General Manager

•Immconcept Management SA – Managing Director

•Solutions30 Field Services BV – Director and

Chairman of the Board of Directors of Unit-T BV, which

is itself Director

•ICT Field Services BV – Director and Chairman of the

Board of Directors of Unit-T BV, which is itself Director

•Janssens Field Services BV – Representative of

Solutions30 SE, itself General Manager of Solutions30

Belgium BV, itself the sole Director

•Janssens Business Solutions BVBA – Representative

of Solutions30 SE, itself General Manager of

Solutions30 Belgium BV, itself the sole Director

•Brand 30 SARL – General Manager

•WW Brand SARL – General Manager

•Soft Solutions SARL – General Manager

•Tech Solutions SARL – General Manager

•Smartfix30 SA – Managing Director

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•GIAS International SA – Director

•Pugal International LTD – Director

Positions that were held during the last 5 years and have ended

•Skill and You – Director

•1nce GMBH – Member of the Supervisory Board

•Retelit – Director

•Next Gate Tech SA – Director


	Solutions30 \| 2022 Annual Report		123


		AMAURY BOILOT Chief Financial Officer Age: 40 years old Nationality: French 1st appointed: 2017, renewed in 2019 Term expires: 2023 Number of shares held: 30,060 Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
	Amaury Boilot is a graduate of NEOMA Business School and holds an MBA in corporate finance from Kent Business School. Before joining Solutions30 in 2014, he started his career at EY as an auditor and went on to work as a strategy consultant. After managing several business units in France, he became the group’s chief financial officer in May 2017 and a member of the Management Board.

Other positions held outside the Company, within the Solutions30 Group

Current positions

•Solutions30 UK Limited – Director

•Comvergent Limited – Director

•Comvergent Holdings Limited – Director

•Unit-T BV – Director

•Unit-T Field Services BV – Director

•Solutions30 Holding Sp. z o.o. – Member of the Supervisory Board

•I-Holding BV – Director

•Solutions30 Luxembourg SA – Member and Chairman of the Board of Directors

•SMARTFIX30 SA – Member and Chairman of the Board of Directors

Positions that were held during the last 5 years and have ended

•Telima Money – President

•Telima Releve Centre – General Manager

•Telima Releve IDF – General Manager

•Telekom Usługi SA – Member of the Supervisory Board

•Immconcept Management – Director

•ICT Field Services BV – Director of Unit-T BV, which is itself Director

•Solutions30 Field Services BV – Director of Unit-T BV, which is itself Director

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•ABO Conseil S.à r.l. - General Manager

•Astrolabe 85 - General Manager

Positions that were held during the last 5 years and have ended

None


	Solutions30 \| 2022 Annual Report		124


	LUC BRUSSELAERS Chief Revenue Officer Age: 60 years old Nationality: Belgian 1st appointed: 2020 Term expires: 2024 Number of shares held: 1,100 Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
Luc Brusselaers joined Solutions30 in 2017 and has been a key player in opening the Belgian subsidiary Unit-T and in the partnership with Telenet. He has nearly 30 years of experience in business development and general management positions in the IT and telecommunications sector. Before joining Solutions30, Luc was vice president for Europe and the Middle East of NCR’s telecom and technology division, after having worked as managing director for NCR’s Belgian subsidiary, vice president of customer service for Europe and the Middle East, and sales manager for the same region.

Other positions held outside the Company, within the Solutions30 Group

Current positions

•Unit-T BV – Director of As A Service BV, which is itself Director

•ICT Field Services BV – Director of As A Service BV, which is itself Director

•Solutions30 Field Services BV – Director of As A Service BV, which is itself Director

•Unit-T Field Services BV – Director of As A Service BV, which is itself Director

•Solutions30 Holding GMBH – General Manager

•MSB S30 GMBH - General Manager

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

As A Service BV - Director

Positions that were held during the last 5 years and have ended


	Solutions30 \| 2022 Annual Report		125


	JOÃO MARTINHO Chief Operations Officer in charge of Performance Age: 48 years old Nationality: Portuguese 1st appointed: 2019 Term expires: 2023 Number of shares held: - Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
João Martinho is an engineer and graduate of Universidade de Trás-os-Montes e Alto Douro in Portugal. He has nearly 15 years of international experience, gained in business development and general management positions in the telecommunications and power grid sectors. He joined Solutions30 in September 2018 and has actively contributed to the group’s ventures into new markets such as Linky smart meters and electric vehicle charging stations.

Other positions held outside the Company, within the Solutions30 Group

Current positions

•Solutions30 Martinique - General Manager

•Solutions30 Guyane – General Manager

•Telima TVX – General Manager

•Solutions30 Portugal – Sole Director

•Byonfiber Engineering SA – Director

•Solutions30 Luxembourg SA – Director

Positions that were held during the last 5 years and have ended

None

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•Golden Priority – President

•Go Priority LDA – General Manager

Positions that were held during the last 5 years and have ended

•None


	Solutions30 \| 2022 Annual Report		126


	FRANCK D’ALOIA Chief Operations Officer in charge of Integrations Age: 51 years old Nationality: French 1st appointed: 2019 Term expires: - Number of shares held: 3,200 (held by a closely related person) Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg Franck D’Aloia left the group on January 31, 2023
Franck D’Aloia studied project management at the Skema Business School in Lille, France. He began his career in the professional IT distribution industry, first in sales positions and then as a project director, before joining the executive committee of a General Electric subsidiary. In 2006, he joined Solutions30 where he assumed regional and then national operational responsibilities. He was appointed Director of IT Operations in France in 2014 and then the group’s COO in 2017.

Other positions held outside the Company, within the Solutions30 Group

Current positions


•None

Positions that were held during the last 5 years and have ended


•Fredev Energy Centre – President •Telima Breizh – General Manager •Telima Comptage – General Manager •Telima Energy Atlantique – General Manager •Telima Energy Est – General Manager •Telima Energy IDF – General Manager •Telima Energy Nord – General Manager •Telima Energy Ouest – General Manager •Telima Energy Sud – General Manager •Solutions30 UK Limited – Director •Comvergent Limited – Director •Comvergent Holdings Limited – Director •Telima Frepart – General Manager •CPCP Telecom – President •Form@Home – General Manager •Sotranasa Televideocom – General Manager, General Manager of Telima Frepart, itself president of Sotranasa •Telima Infoservices – President •Solutions30 IT France (formerly Telima Managed Services) – General Manager		•Telima Nancy – General Manager •Telima Releve Centre – General Manager •Telima Releve Est – General Manager •Telima Releve IDF – General Manager •Solutions30 Releve – General Manager •Telima SGA – General Manager •Solutions30 Euro Energy – General Manager •PC30 Family – General Manager •Telima Digital World – General Manager •Telima Distributed Services – General Manager •Telima Ile de France – General Manager •Telima Logistique – General Manager •Telima Services Regions – General Manager •Telima Sud – General Manager •Telima Networks & Services – General Manager •Telima Nord – General Manager •Telima Onsite – General Manager •Telima SFM30 – General Manager •Telima Telco – General Manager •Telima Professional Services – General Manager of Telima Frepart which is itself President

Other positions held outside the Company, outside the Solutions30 Group

Current positions

•SCI Les Archers 2000 - Co-General Manager

•Smart AIM – General Manager

Positions that were held during the last 5 years and have ended

None


	Solutions30 \| 2022 Annual Report		127


		WOJCIECH POMYKALA Chief Operations Officer in charge of Transformation Age: 47 years old Nationality: Polish Term completed: 2027 Number of shares held: - Solutions30 SE, 3 rue de la Reine, L-2418 Luxembourg
Wojciech Pomykała is a graduate of Wrocław University of Science and Technology in Poland (Master of Science, Electronics and Telecommunications, Postgraduate, Digital Telecommunications), also holding an executive MBA from Kozminski University (Poland, 2008) and from the Harvard Business School General Management Program (USA, 2011). Wojciech has more than 22 years of experience in operations and sales for companies in the telecommunications and energy industries. Since 2019, he has been working on the successful deployment of group activities in Poland, and has participated in many cross-functional projects to strengthen the group’s operational efficiency.

Other positions held outside the Company, within the Solutions30 Group

Current positions

•Telima Poland Sp. z o. o - Chairman of the Management Board

•Solutions30 Holding Sp. z o.o. - Chairman of the Management Board

•Solutions30 Wschód Sp. z o. o - Chairman of the Management Board

•Telekom Uslugi Sp. z o. o – Power of Attorney

Positions that were held during the last 5 years and have ended

•Solutions30 Mobile Sp. z o. o - Chairman of the Management Board

Other positions held outside the Company, outside the Solutions30 Group

Current positions

Mastery of Management Sp. z o. o. – Member of the Board of Directors, Chief Executive Officer

Positions that were held during the last 5 years and have ended

None


	Solutions30 \| 2022 Annual Report		128

4.4 Remuneration

4.4.1 General principles

The Nominations and Remunerations Committee assists

the Supervisory Board in its mission to determine and

regularly assess all remuneration and benefits for

members of the Company’s Management Board and

Supervisory Board.

In order to determine all the components of remuneration

for members of the Management Board, as proposed by

the Nominations and Remunerations Committee, the

Supervisory Board takes into account numerous principles

such as comprehensiveness, balance, comparability,

consistency, understandability, and proportionality as

recommended by the AFEP-MEDEF code with which the

Company complies.

The Company does not subscribe to any insurance or

pension plans for members of the Supervisory Board or

Management Board.

The new policy on remuneration for members of the

Supervisory Board and the Management Board was

adopted by the Supervisory Board on May 10, 2022, as

proposed by the Nominations and Remunerations

Committee. This policy was put to an advisory shareholder

vote at the general meeting on June 16, 2022.

4.4.2 Remuneration for members of the Supervisory

Board

The general meeting determines the remuneration for

members of the Supervisory Board in respect of their

duties on the Supervisory Board and its committees.

In line with the recommendations of the AFEP-MEDEF

Code and its charter, the Supervisory Board reviews its

operations and the operations of its committees. In this

context, the Supervisory Board commissioned a study to

evaluate the remuneration of Supervisory Board members

compared to market standards. This study revealed that

the current remuneration of Supervisory Board members

is significantly lower than that of comparable companies.

To bring Solutions30 more in line with market practices

and to better attract international and highly experienced

candidates, the Supervisory Board asked the General

Meeting on June 16, 2022 to vote on an increase and

restructuring of remuneration for the chairman and

members of the Supervisory Board and its committees,

given their participation in Supervisory Board and

committee meetings.

The amounts of members’ remuneration were defined on

the basis of benchmarking done by a third party, with a

summary presented to the shareholders before the vote at

the General Meeting.


	Supervisory Board		Audit, Risk and Compliance Committee		Strategy and ESG Committee Nominations and Remunerations Committee
In euros	Chair	Member	Chair	Member	Chair	Member
Annual fixed remuneration	50,000.00	30,000.00	10,000.00	5,000.00	7,000.00	3,000.00
Remuneration per session	2,000.00	2,000.00	2,000.00	2,000.00	2,000.00	2,000.00

The total annual remuneration for the Supervisory Board

may not exceed €407,000. This amount is calculated

based on a six-member board and may be adjusted

should an additional member be added or should other

committees be created.

Members of the Supervisory Board are not eligible for

variable remuneration plans (annual bonus) or long-term

share incentive plans.

All these amounts are net of any applicable withholding

tax. The total net amount of remuneration paid to

members of the Supervisory Board for 2022 was

€385,958.

Remuneration for Supervisory Board members:

During the General Meeting on June 16, 2022, 93.6% of

Solutions30 shareholders voted to approve the allocation

of additional remuneration for Supervisory Board members

for 2021, to compensate them for the workload and the

exceptional implication of its members in countering the

stock market attacks suffered by the Company.

In 2021, as a response to allegations made against the

Group by an anonymous report and certain hedge funds,

the Supervisory Board initiated an independent

investigation to carry out an audit of the Group.

Independent experts were tasked with undertaking an

investigation into the Group’s accounts and reputation in

view of the accusations made against the Company so it

could take action if necessary. To supervise this mission,

and monitor and control the consequences of the smear

campaign, the Supervisory Board set up an Ad Hoc

Committee and a Joint Review Committee composed of

members of the Ad Hoc Committee and three

representatives of the leadership team. These committees

met in addition to other needed working meetings on an

almost daily basis to respond to requests from experts.


	Solutions30 \| 2022 Annual Report		129

The Joint Review Committee met 23 times in addition to

the 17 Supervisory Board meetings, the three Nominations

and Remunerations Committee meetings, and the six

Audit Committee meetings, for a total of 49 meetings in

2021, compared to 17 meetings in 2020. It is in the context

of this exceptional workload and considering the fact that

their remuneration was below market standards, that the

Supervisory Board requested the allocation of an

exceptional amount of €250,000, which was distributed

equitably among

its members:


	Amounts allocated for 2021 and paid in 2022	Amounts allocated for 2022 and paid or payable in 2023
Alexander SATOR Chairman of the Supervisory Board	€90,000	€73,000
Caroline TISSOT, Member of the Supervisory Board	€50,000	€51,000
Francesco SERAFINI, Member of the Supervisory Board	€35,000	€53,000
Paul RAGUIN, Member of the Supervisory Board	€14,178	€—
Jean Paul COTTET, Member of the Supervisory Board	€66,000	€55,000
Yves KERVEILLANT, Member of the Supervisory Board	€116,000	€66,000
Thomas KREMER Member of the Supervisory Board	€—	€30,958
Pascale MOURVILLIER Member of the Supervisory Board	€548	€57,000
Total	€371,726	€385,958

The remuneration of Paul Raguin, Pascale Mourvillier, and

Thomas Kremer is prorated for the duration of their

respective terms of office in 2021 and 2022, respectively.

4.4.3 Shares held by members of the Supervisory

Board

At December 31, 2022, members of the Supervisory

Board and persons closely related to them according to

the definition provided by Regulation (EU) No 596/2014 of

the European Parliament and of the Council of April 16,

2014, on market abuse (MAR) held a total of 6,700

shares.

4.4.4 Remuneration for members of the Management

Board

4.4.4.1 General framework for remuneration

policy

The policy on remuneration for members of the

Management Board is proposed by the Nominations and

Remunerations Committee and set by the Supervisory

Board. The remuneration policy includes incentives that

reflect the Group’s strategy for long-term growth, while

acting responsibly towards all stakeholders.

The goal of the Solutions30 Management Board

remuneration policy is to align the interests of Group

Directors with those of the company and its shareholders

by tying remuneration closely to performance. Its overall

objective is to encourage Directors to meet ambitious

targets and to create value over the long term by setting

demanding performance criteria.

To do so, the components taken into account to determine

remuneration are as follows:

•An annual base (fixed) remuneration that may vary

according to each member’s role and responsibilities

and that may be reviewed by the Nominations and

Remunerations Committee from time to time and

compared to practices adopted by companies with

comparable challenges, characteristics, and history.

•A variable remuneration that is based on challenging

official annual goals that the Supervisory Board

reviews and approves every year in accordance with

the Nominations and Remunerations Committee’s

recommendations.

•A long-term incentive plan including the allocation of

shares or stock options granted on the basis of

performance criteria with the aim of fostering long-term

commitment among members of the Management

Board, in accordance with shareholder interests.

•Furthermore, all members of the Management Board

are provided with a company car.

4.4.4.2 Fixed and variable remuneration

Fixed remuneration for 2022

The fixed remuneration of Management Board members

was not increased, with the exception of an automatic

legal indexation. The tables below reflect these items, as

well as changes in the status of members who signed a

service contract instead of an employment contract.

The Supervisory Board, which met on April 27, 2022, on

the proposal of the Nominations and Remunerations

Committee, decided, for the sake of consistency, to sign a

service contract with Amaury Boilot.

Variable remuneration

Variable remuneration is tied to the achievement of formal

and demanding objectives defined by the Supervisory

Board in accordance with the recommendations of the

Nominations and Remunerations Committee.

Variable remuneration for 2022

The principles for calculating variable remuneration for

2022 remained unchanged compared to 2021. In

particular, the variable portion remains capped at 50% of

the fixed remuneration.

The applicable criteria listed in the table below were

approved by the Supervisory Board at its meeting on

September 28, 2021, on the proposal of the Nominations

and Remunerations Committee and on the basis of the

budget approved in January 2021.


	Solutions30 \| 2022 Annual Report		130

Weighting for annual variable remuneration criteria in 2022


Criteria for annual variable remuneration for 2022		Explanation of indicator relevance and implementation modalities	Minimum	Target	Maximum
Criteria for annual variable remuneration for 2022			as a % of theoretical variable remuneration
Quantitative criteria	Revenue	These three indicators reflect the quality of group economic and financial management from different complementary points of view. The target objectives correspond to the group budget for 2022, as approved by the Supervisory Board. Determining whether a target has been reached is based on a comparison between the budget and year-end results. The amount of each bonus is based on the degree to which these targets have been reached.	0%	25%	30%
	Adjusted EBITDA		0%	25%	30%
	Net income		0%	25%	30%
Qualitative criteria	CSR and related indicators: - Recruitment rate of people under 30 - Volume of training per employee - CO2 emissions - Decrease in accident rate - Number of employees covered by quality certifications - Training rate	CSR indicators are designed to measure the effectiveness of measures taken to achieve the social and environmental objectives defined by the Supervisory Board for the group. Risk control indicators are designed to measure the effective implementation of the internal control framework defined for the group. The amount of each bonus depends on reaching the target set for each indicator.	0%	12,5%	12,5%
	Risk control and related indicators: - Participation rate in risk and compliance training - Compliance rate of the controls put in place - Coverage rate of partner compliance screening		0%	12,5%	12,5%
Total variable remuneration as a % of theoretical variable remuneration (the variable portion is capped at 50% of the fixed remuneration of each member of the Management Board)			0%	100%	115%


	Solutions30 \| 2022 Annual Report		131

Objectives reached in 2022 and explanation


Criteria for annual variable remuneration for 2022		Objective reached	Evaluation
Quantitative criteria	Revenue	27,5%	Revenue in 2022 amounted to €904.6 million, or 27.5% of the target. The objective is therefore partially achieved and the percentage of remuneration under this criterion is 6.9% of the theoretical variable remuneration.
	Adjusted EBITDA	0%	Adjusted EBITDA in 2022 amounted to €46.74 million. The objective has not been met; the percentage of remuneration under this criterion is 0% of the theoretical variable remuneration.
	Net income	0%	Net income in 2022 amounted to €(49.1) million. The objective has not been met; the percentage of remuneration under this criterion is 0% of the theoretical variable remuneration.
Qualitative criteria	CSR and related indicators: - Recruitment rate of people under 30 - Volume of training per employee - CO2 emissions - Decrease in accident rate - Number of employees covered by quality certifications - Training rate	84%	83.3% of CSR performance targets were met. The percentage of remuneration under this criterion is 10.4% of the theoretical variable remuneration.
	Risk control and related indicators: - Participation rate in risk and compliance training - Compliance rate of the controls put in place - Coverage rate of partner compliance screening	95%	91.7% of targets were met for the implementation of the internal control system. The percentage of remuneration under this criterion is 11.5% of the theoretical variable remuneration.
Total variable remuneration as a % of theoretical variable remuneration (the variable portion is capped at 50% of the fixed remuneration of each member of the Management Board)			29,2%

The Supervisory Board—which met on April 20, 2023,

upon the recommendation of the Nominations and

Remunerations Committee—analyzed the level of

achievement of the quantitative and qualitative

performance goals mentioned above and set the amount

of annual variable remunerations

for members of the Management Board for 2022. These

amounts are detailed in section 4.4.4.9 of this report.

The Supervisory Board noted that the qualitative targets

related to internal control and CSR indicators, and

quantitative targets—namely revenue, operating

profitability (adjusted EBITDA), and free cash flow—were

partially met.

The Supervisory Board also considered that the other

quantitative targets relating to operating profitability

(adjusted EBITDA, net income) had not been met.

Variable remuneration for 2023

The principles for calculating variable remuneration for

2023 have been improved compared to 2022 by

incorporating a cash generation target. The criteria in the

table below have been approved by the Supervisory Board

in a meeting on January 24, 2023 at the recommendation

of the Nominations and Remunerations Committee. The

variable part may be up to a maximum of 50% of the

annual fixed remuneration.


	Solutions30 \| 2022 Annual Report		132

Weighting for annual variable remuneration criteria in 2023


Criteria for annual variable remuneration for 2022		Explanation of indicator relevance and implementation modalities	Minimum	Target	Maximum
Criteria for annual variable remuneration for 2022			as a % of theoretical variable remuneration
Quantitative criteria	Revenue	These three indicators reflect the quality of group economic and financial management from different complementary points of view. The target objectives correspond to the group budget for 2022, as approved by the Supervisory Board. Determining whether a target has been reached is based on a comparison between the budget and year-end results. The amount of each bonus is based on the degree to which these targets have been reached.	0%	25%	30%
	Adjusted EBITDA		0%	25%	30%
	Cash generation		0%	25%	25%
Qualitative criteria	CSR and related indicators: - Recruitment rate of people under 30 - Volume of training per employee - CO2 emissions - Reduction of electricity consumption - Share of green energy - Decrease in accident rate - Feminization rate - Equal pay - Partner management in mySupplace	CSR indicators are designed to measure the effectiveness of measures taken to achieve the social and environmental objectives defined by the Supervisory Board for the group. Risk control indicators are designed to measure the effective implementation of the internal control framework defined for the group. The amount of each bonus depends on reaching the target set for each indicator.	0%	12,5%	12,5%
	Risk control and related indicators: - Participation rate in risk and compliance training - Compliance rate of the controls put in place - Coverage rate of partner compliance screening		0%	12,5%	12,5%
Total variable remuneration as a % of theoretical variable remuneration (the variable portion is capped at 50% of the fixed remuneration of each member of the Management Board)			0%	100%	110%


	Solutions30 \| 2022 Annual Report		133

4.4.4.3 Severance pay

All members of the Management Board are entitled to

compensation equal to the remuneration (fixed and

variable parts) received during the last 18 months, if their

contract is terminated without cause or if there is a change

of control which puts an end to their duties. This

compensation is paid in cash.

A member of the Management Board who resigns has no

right to any compensation, except for compensation

related to a non-compete clause, if applicable.

4.4.4.4 Special remuneration

No special remuneration is due or paid to members of the

Management Board.

4.4.4.5 Benefits in kind and other

Determined according to local specificities and individual

situations, benefits in kind essentially consist of the

provision of a company car.

There are no additional or supplemental pension plans for

members of the Management Board.

4.4.4.6 Long-term variable remuneration in shares

The long-term variable remuneration policy is designed to

attract talent, to encourage Solutions30 SE management

—including members of the Management Board—to take

a long-term view of their work, to build loyalty, and to

facilitate the alignment of their interests with those of the

shareholders by giving them a stake in the value of

company shares. This long-term remuneration policy is

based on a long-term incentive plan (LTIP) based on

Solutions30 SE shares.

In compliance with the regulation applicable to Solutions30

SE, this long-term incentive plan was defined by the

Nominations and Remunerations Committee and

approved by the Supervisory Board on September 24,

2019. It was submitted for a consultative vote at the

general meeting on June 26, 2020 and was approved with

75% of votes in favor.

Consistent with best market practices, this plan contains

the following general provisions:

Implementation: The long-term incentive plan is based

on the allocation of instruments giving the right to

subscribe to shares of the Company at a predetermined

price (exercise price) as of a date set by the Supervisory

Board upon the recommendation of the Nominations and

Remunerations Committee. Instruments are allocated at

the sole discretion of the Nominations and Remunerations

Committee or, when applicable, the Management Board.

Members of the Supervisory Board are not eligible for this

plan. The Nominations and Remunerations Committee

has the authority to allocate instruments to members of

the Management Board, while the Supervisory Board has

delegated authority to the Management Board to allocate

financial instruments to other group employees. No

beneficiary shall be allocated more than 15% of the

maximum number of shares to be issued under this

incentive plan.

Size: The general meeting had authorized this plan on the

basis of a maximum number of shares not exceeding

6,500,000 shares, representing a maximum gross dilution

of 6.07% of the capital. However, given the group’s

performance over the period under review, from 2019 to

2021, only 3,351,688 options were granted. As the current

stock market price is lower than the exercise price of these

options, the exercise conditions are not met.

Term and vesting period of the instruments: The stock

option plan was effectively allocated on November 19,

2021 and the expiration date of each instrument is

November 30, 2023. On the expiry date (November 30,

2023), instruments that have not yet been exercised will

be forfeited. For beneficiaries of the plan, instruments shall

be definitively allocated after the defined performance

criteria have been achieved for a period of three

consecutive years and may only be exercised one year

after the end of the vesting period. For beneficiaries

residing in France, the shares resulting from exercised

options will be subject to a retention period of two years,

between the date the options were granted and the date

on which the shares can be freely transferred, in

accordance with article L.225-197-1 of the French

Commercial Code.

Price: The exercise price of the instruments corresponds

to the average share price at the end of the 60 trading

days preceding the date of the Supervisory Board meeting

on September 23, 2019, during which this plan was initially

approved. It is set at €8.99 per share and must remain

fixed for the entire duration of the incentive plan.

This plan was subsequently reconfirmed by the

Supervisory Board on September 28, 2021.

Those who receive options through this plan will not

benefit from any hedging operations.


	Solutions30 \| 2022 Annual Report		134

Performance criteria for members of the Management Board:


Criteria	Weight of the criterion in the allocation	Definition
Revenue	25 %	Revenue target defined for 2019, 2020, and 2021. This criterion is assessed by calculating the average of the performances over the three years. When the target has been 100% achieved, the allocation is 100%, and it decreases on a straight-line basis down to 0% at a predetermined lower bound.
Adjusted EBITDA margin	25 %	Adjusted EBITDA margin target defined for 2019, 2020 and 2021. This criterion is assessed by calculating the average of the performances over the three years. When the target has been 100% achieved, the allocation is 100%, and it decreases on a straight-line basis down to 0% at a predetermined lower bound.
Free cash flow	25 %	Free cash flow target defined for 2019, 2020 and 2021. This criterion is assessed by calculating the average of the performances over the three years. When the target has been 100% achieved, the allocation is 100%, and it decreases on a straight-line basis down to 0% at a predetermined lower bound.
Share performance (Total Share Return, TSR)	25 %	Target to outperform the market share price compared to an index composed of nine comparable European securities defined for 2019, 2020 and 2021. When 100% of the outperformance target (TSR at least 4% higher than the index) is met, the allocation is 100% and it decreases up to 50% to a predetermined lower bound (TSR between 0 and 4% outperformance compared to the benchmark). No instrument can be granted if the index underperforms. The nine comparable shares are Instalco AB, Spie SA, ALten SA, Global Dominion SA, Teleperformance SE, Groupe Open SA, Devoteam SA, Quadient SA, and Elis SA.

The targets determined by the Supervisory Board with the

assistance of the Nominations and Remunerations

Committee must be consistent with the Company’s

strategy.

The adjusted EBITDA margin is the operating margin as it

is reported in the Group’s financial statements.

The free cash flow corresponds to the net cash flow from

operating activities minus the acquisitions of fixed assets.

The general meeting had authorized this plan on the basis

of a maximum number of shares not exceeding 6,500,000

shares, representing a maximum gross dilution of 6.07%

of the capital if 100% of the objectives were met.

Given the Group’s performance over the period under

review, from 2019 to 2021, only 3,351,688 options were

granted. As of the date of publication of this report, the

stock market price is lower than the exercise price of these

options, so the exercise conditions are not met.

The allocation of this plan, which covers the period

2019-2021, was carried out on November 19, 2021.

The allocation of the plan is detailed in the table below.

Today, it has come to the end of its mandate and there are

no other incentive plans available within Solutions30.


	Solutions30 \| 2022 Annual Report		135


Plan #1 of 09/24/2019
Type	Total plan size	Number of options granted	Unit valuation of options according to the method used for the consolidated accounts	Exercise price	Exercise period
Stock options	6,500,000 shares	3,351,688	1.42	8.99	The stock options are subject to a one- year lock-up period, running from January 1, 2022 to December 31, 2022. They can only be exercised on the following four dates: January 31, 2023, April 30, 2023, July 31, 2023, or November 30, 2023, and must be exercised before they expire on November 30, 2023. For members residing in France, the shares resulting from exercised options will be subject to a retention period of two years, between the date the options were granted and the date on which the shares can be freely transferred, in accordance with article L.225-197-1 of the French Commercial Code.


Plan #1 of 24.09.2019
	Grant date	Acquisition date	Availability date	Expiry date	Number of options granted in 2022	Number of options granted in 2021	Of which are subject to performance conditions
Management Board
Gianbeppi FORTIS	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	568,750	568,750
Amaury BOILOT	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	568,750	568,750
Luc BRUSSELAERS	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	301,438	301,438
Franck D'ALOIA	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	561,167	561,167
João MARTINHO	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	473,958	473,958
Other members of management (17 members)	November 19, 2021	January 1, 2022	January 1, 2023	November 30, 2023	0	877,625	877,625


	Solutions30 \| 2022 Annual Report		136

4.4.4.7. Shares held by members of the Management

Board

As of the date of this report, the members of the

Management Board held a total of 17,354,400 shares,

representing 16.2% of the Company’s shares and voting

rights (on a fully diluted basis). Transactions carried out by

members of the Management Board are published on the

Company’s website, in the Regulated Information section.

Members of the Management Board are required to

comply with the rules governing trading in Company

securities.

4.4.4.8 Trading in Company securities

The members of the Management Board and the

Supervisory Board are aware of the rules to be applied in

terms of preventing insider trading, in particular those

arising from European Market Abuse Regulation No.

596/2014, which came into force on July 3, 2016, and the

recommendations of the French Financial Markets

Authority, in particular concerning the periods during which

share trading is prohibited.

Insider information is specific, non-public information

which, if made public, could have a significant influence on

the share price. This insider information may be of three

types: strategic, related to the definition and

implementation of the Company’s growth policy; recurring,

related to the annual timetable for drafting and disclosing

annual and interim financial statements, regular

communications, or periodic meetings devoted to financial

information; and one-off, related to a given program,

project, or financial transaction.

All members of the Management Board and the

Supervisory Board, as well as any person considered to

be an insider, must refrain from directly or indirectly

carrying out (or recommending to carry out) any

transaction in the financial instruments of the Company

and its subsidiaries for which they have insider information

or from communicating insider information, as well as from

recommending to another person, on the basis of insider

information, that they carry out insider trading in the

Company’s financial instruments.

Transactions involving the purchase or sale of Company

securities or financial instruments are prohibited during

periods between the date on which insiders are privy to

specific information regarding business developments or

the Company’s outlook—which, if made public, could

noticeably influence the share price—and the date on

which this information is made public.

Moreover, all transactions are strictly forbidden for a

period of:

•Thirty calendar days before the scheduled publication

date of the annual consolidated financial statements

and half-year consolidated financial statements

•Fifteen calendar days before the scheduled publication

date of quarterly financial information

At the beginning of each calendar year, the Company

draws up and releases a timetable for determining the

periods during which trading in Company securities is

prohibited.

4.4.4.9. Remuneration for members of the

Management Board for 2022:

To better align the terms of their service provision

contracts, all members of the Management Board signed

new contracts on September 7, 2022, which voided and

replaced their previous contracts. After the January 24,

2023 decision of the Supervisory Board, all Management

Board members signed amendments to their contracts on

January 31, 2023 increasing their remuneration by 6% due

to prevailing market conditions and inflation.

Gianbeppi FORTIS,Chairman of the

Management Board

Summary of Gianbeppi Fortis’ remunerations


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	326,808	326,808	326,808	326,808
Variable remuneration	99,552	99,552	39,774	—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	23,875	23,875	23,875	23,875
Total	450,235	450,235	390,457	350,683

Since the signature of a contract for services, dated

September 1, 2013, the remuneration and benefits

described in the table below are received by GIAS

International, a Luxembourg entity wholly owned by

Gianbeppi Fortis, and from December 13, 2022 by

Gianbeppi Fortis himself (with no change in remuneration).

The contract for services was entered into for an indefinite

period and concerns managing and leading Solutions30

SE teams in a process of internal and external

development with the objective of improving its

management and productivity.

In an amendment dated January 31, 2023, the monthly

fixed remuneration for Mr. Fortis rose from €27,234 before

tax to €28,868 before tax. To this fixed remuneration may

be added a variable remuneration, at the discretion of the

Supervisory Board and based on reaching quantitative

and qualitative goals as described in the preceding

section, up to €136,000 before tax for 2022.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the


	Solutions30 \| 2022 Annual Report		137

long-term incentive plan described in section 4.4.4.6 of

this report.

Gianbeppi Fortis was granted 568,750 options to

subscribe for 568,750 new shares. The stock options are

subject to a one-year lock-up period running from January

1, 2022 to December 31, 2022. They can only be

exercised on the following four dates: January 31, 2023,

April 30, 2023, July 31, 2023, or November 30, 2023, and

must be exercised before they expire on November 30,

2023.

No shares were allocated in 2022, as the multi-year

incentive plan described in section 4.4.4.6 of this report

had reached the end of its term.

Summary of remuneration and options and shares granted

to Gianbeppi Fortis:


	2021	2022
Total remuneration for the period1	450,235.00	390,457.00
Valuation of options allocated during the year2	807,625.00	—
Valuation of performance shares allocated during the period	—	—
Valuation of other long-term remuneration plans	—	—
TOTAL	1,257,860.00	390,457.00

1 Remuneration paid for 2021 and remuneration due for 2022, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of Gianbeppi Fortis’ status


	Employm ent contract	Supplement ary pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competition fees
Gianbeppi Fortis	YES	NO	YES	YES

Deferred remunerations

Severance pay and non-competition fee

In his capacity as a member of the Management Board,

Gianbeppi Fortis receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, Gianbeppi Fortis receives compensation

equal to his remuneration (fixed fee plus annual bonus)

received during the last 18 months.

This compensation covers any obligations under the non-

compete clause.

Amaury Boilot, Member of the Management

Board

Summary of Amaury Boilot’s remunerations


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	285,106	285,106	320,126	320,126
Variable remuneration	94,428	94,428	39,774	—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	19,003	19,003	15,748	15,748
Total	398,537	398,537	375,648	335,874

Amaury Boilot was under a Luxembourg employment

contract until July 31, 2022. The Supervisory Board, which

met on April 27, 2022, on the proposal of the Nominations

and Remunerations Committee, decided, for the sake of

consistency, to conclude a service contract with Amaury

Boilot. This service contract was signed on September 7,

2022, and went into effect on August 1, 2022. By an

amendment dated January 31, 2023, ABO Conseil’s fixed

monthly remuneration was increased from €27,233

(excluding tax) to €28,868 (excluding tax) per month. To

this fixed remuneration may be added a variable

remuneration, at the discretion of the Supervisory Board

and based on reaching quantitative and qualitative goals

as described in the preceding section, up to €136,000

before tax for 2022. The remuneration and benefits

described in the table below were received by Amaury

Boilot as a natural person, and after August 2022, by the

entity ABO Conseil SARL, which is wholly owned by

Amaury Boilot.

Amaury Boilot is not entitled to any pension obligations or

other life annuity benefits, other than those granted under

the compulsory basic pension plan and supplemental

pension plans.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the


	Solutions30 \| 2022 Annual Report		138

long-term incentive plan described in section 4.4.4.6 of

this report.

Amaury Boilot was granted 568,750 options to subscribe

for 568,750 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July

31, 2023, or November 30, 2023, and must be exercised

before they expire on November 30, 2023.

No shares were allocated in 2022, as the multi-year

incentive plan described in section 4.4.4.6 of this report

had reached the end of its term.

Summary of remuneration and options and shares granted

to Amaury Boilot:


	2021	2022
Total remuneration for the period1	398,537.00	375,648.00
Valuation of options allocated during the year2	807,625.00	—
Valuation of performance shares allocated during the period	—	—
Valuation of other long-term remuneration plans	—	—
TOTAL	1,206,162.00	375,648

1 Remuneration paid for 2021 and remuneration due for 2022, as

detailed in the previous table..

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of Amaury Boilot’s status


	Employ ment contract	Supplement al pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competition fees
Amaury Boilot	NO	NO	YES	YES

Deferred remunerations

Severance pay and non-competition fee

In his capacity as a member of the Management Board,

Amaury Boilot receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, Amaury Boilot receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

This compensation covers any obligations under the non-

compete clause.

Luc Brusselaers, Chief Revenue Officer

and Member of the Management Board

Summary of Luc Brusselaers’s remuneration


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	192,000	192,000	192,000	192,000
Variable remuneration	99,552	99,552	39,774	—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	—	—	—	—
Total	291,552	291,552	231,774	192,000

A contract for services was entered into on January 1,

2020, between As A Service, a Belgian company wholly

owned by Luc Brusselaers, and Solutions30 SE, for an

indefinite period and concerns managing and leading the

Company’s teams in a process of internal and external

development with the objective of improving and

perfecting its management and productivity. Under this

contract, As A Service’s fixed monthly remuneration is set

at €16,000 (excluding tax) per month. By an amendment

dated January 31, 2023, As A Service’s fixed monthly

remuneration was increased from €16,000 (excluding tax)

to €23,233 (excluding tax) per month. To this fixed

remuneration may be added a variable remuneration, at

the discretion of the Supervisory Board and based on

reaching quantitative and qualitative goals as described in

the preceding section, up to €136,000 before tax for 2022.

In addition, Luc Brusselaers does not currently have an

employment contract with Solutions30 SE.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 4.4.4.6 of

this report.

Luc Brusselaers was granted 301,438 options to subscribe

for 301,438 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July


	Solutions30 \| 2022 Annual Report		139

31, 2023, or November 30, 2023, and must be exercised

before they expire on November 30, 2023.

Summary of remuneration and options and shares granted

to Luc Brusselaers:


	2021	2022
Total remuneration for the period1	291,552.00	231,774.00
Valuation of options allocated during the year2	428,041.25	—
Valuation of performance shares allocated during the period	—	—
Valuation of other long-term remuneration plans	—	—
TOTAL	719,593.25	231,774.00

1 Remuneration paid for 2021 and remuneration due for 2022, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other information about Luc Brusselaers’ status


	Employm ent contract	Suppleme ntal pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competiti on fees
Luc Brusselaers	NO	NO	YES	YES

Deferred remunerations

Severance pay and non-competition fee

In his capacity as a member of the Management Board,

Luc Brusselaers receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, Luc Brusselaers receives compensation

equal to his remuneration (fixed fee plus annual bonus)

received during the last 18 months.

This compensation covers any obligations under the non-

compete clause.

João Martinho, Member of the Management

Board

Summary of João Martinho’s remunerations


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	270,783	270,783	290,594	290,594
Variable remuneration	99,552	99,552	39,774	—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	—	—	—	—
Total	370,335	370,335	330,368	290,594

Since the signature of a contract for services, dated June

1, 2018, the remuneration and benefits described in the

table below are received by Go Priority, a Portuguese

entity wholly owned by João Martinho.

Since November 1, 2020, João Martinho has had an

employment contract that covers 20% of his remuneration.

The contract for services and the employment contract

were entered into for an indefinite period and concern

managing and leading Solutions30SE teams in a process

of internal and external development with the objective of

improving its management and productivity, notably with

regard to the group’s telecom and energy businesses.

Under these contracts, João Martinho’s fixed monthly fee

was set at €23,234 (excluding tax) per month. In an

amendment dated January 31, 2023, the monthly fixed

remuneration for João Martinho rose from €23,234

excluding tax to €24,286 excluding tax per month. To this

fixed remuneration may be added a variable remuneration,

at the discretion of the Supervisory Board and based on

reaching quantitative and qualitative goals as described in

the preceding section, up to €136,000 before tax for 2022.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 4.4.4.6 of

this report.

João Martinho was granted 473,958 options to subscribe

for 473,958 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. They can only be exercised on the

following four dates: January 31, 2023, April 30, 2023, July

31, 2023, or November 30, 2023, and must be exercised

before they expire on November 30, 2023.


	Solutions30 \| 2022 Annual Report		140

No shares were allocated in 2022, as the multi-year

incentive plan described in section 4.4.4.6 of this report

had reached the end of its term.

Summary of remuneration and options and shares granted

to João Martinho:


	2021	2022
Total remuneration for the period1	370,335.00	330,368.00
Valuation of options allocated during the year2	673,021.00	—
Valuation of performance shares allocated during the period	—	—
Valuation of other long-term remuneration plans	—	—
TOTAL	1,043,356.00	330,368.00

1 Remuneration paid for 2021 and remuneration due for 2022, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

Other elements of João Martinho’s status


	Employ ment contract	Supplement al pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competiti on fees
João Martinho	YES	NO	YES	YES

Deferred remunerations

Severance pay and non-competition fee

In his capacity as a member of the Management Board,

João Martinho receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, João Martinho receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

This compensation covers any obligations under the non-

compete clause.

Franck D’Aloia, Member of the

Management Board

Summary of Franck D’Aloia’s remunerations


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	228,326	228,326	278,796	278,796
Variable remuneration	99,552	99,552		—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	18,905	18,905	15,754	15,754
Total	346,783	346,783	294,550	294,550

Until July 1, 2021, Franck D’Aloia had an employment

contract under French law. For the purpose of

comparability with remuneration received by the members

of the Management Board who have signed a contract for

services with Solutions30 SE, employer costs should be

added to the gross amounts listed above. In France, these

costs are about 45% of the gross salary.

A contract for services was entered into on July 1, 2021,

between Smart AIM, a French company wholly owned by

Franck D’Aloia, and Solutions30, for an indefinite period

and concerns managing and leading Company teams in a

process of internal and external development with the

objective of improving and company productivity and

integrating acquired companies. Under this contract,

Smart AIM’s fixed monthly remuneration is set at €23,233

(excluding tax) per month. To this fixed remuneration may

be added a variable remuneration, at the discretion of the

Supervisory Board and based on reaching quantitative

and qualitative goals as described in the preceding

section, up to €136,000 before tax for 2022.

In addition, Franck D’Aloia does not currently have an

employment contract with Solutions30.

Long-term remuneration in securities

As of November 19, 2021, after approval by the

Supervisory Board on September 28, 2021 and on the

recommendation of the Nominations and Remunerations

Committee on September 28, 2021, 3,351,688 options

were granted to members of the Management Board and

certain members of management, in accordance with the

long-term incentive plan described in section 4.4.4.6 of

this report.

Franck D’Aloia was granted 561,167 options to subscribe

for 561,167 new shares. The stock options are subject to a

one-year lock-up period running from January 1, 2022 to

December 31, 2022. The shares resulting from exercised

options will be subject to a retention period of 2 years,

between the date the options were allocated and the date

on which the shares can be freely transferred, in


	Solutions30 \| 2022 Annual Report		141

accordance with article L.225-197-1 of the French

Commercial Code.

No shares were allocated in 2022, as the multi-year

incentive plan described in section 4.4.4.6 of this report

had reached the end of its term.

Summary of remuneration and options and shares granted

to Franck D’Aloia:


	2021	2022
Total remuneration for the period1	346,783.00	294,550.00
Valuation of options allocated during the year2	798,857.00	—
Valuation of performance shares allocated during the period	—	—
Valuation of other long-term remuneration plans	—	—
TOTAL	1,145,640.00	294,550.00

1 Remuneration paid for 2021 and remuneration due for 2022, as

detailed in the previous table.

2 Unit valuation of options at €1.42 in accordance with the method

used for the consolidated accounts. The long-term incentive plan

covers the period 2019-2021 and its allocation was made on

November 19, 2021. As of the date of publication of this report,

the stock market price is lower than the exercise price of the

options, so the exercise conditions are not met.

.Other elements of Franck D’Aloia’s status


	Employ ment contract	Supplement al pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competition fees
Franck D’Aloia	NO	NO	YES	YES

Deferred remunerations

Severance pay and non-competition fee

In his capacity as a member of the Management Board,

Franck D’Aloia receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, Franck D’Aloia receives compensation equal

to his remuneration (fixed fee plus annual bonus) received

during the last 18 months.

This compensation covers any obligations under the non-

compete clause.

Wojciech Pomykala, Member of the

Management Board

Breakdown of remuneration for Wojciech Pomykala


	2021		2022
In €	Amounts due	Amounts paid	Amounts due	Amounts paid
Fixed remuneration	—	—	—	—
Variable remuneration	—	—	—	—
Special remuneration	—	—	—	—
Directors’ fees	—	—	—	—
Benefits in kind and other	—	—	—	—
Total	—	—	—	—

* Information from the date Wojciech Pomykala joined the

Management Board, i.e. as of February 1, 2023.

Since the signature of a contract for services, dated

February 1, 2023, the remuneration and benefits

described in the table below are received by Mastery of

Management SPZOO, a Polish entity wholly owned by

Wojciech Pomykala.

Under this contract, the fixed monthly remuneration is

€19,419 per month for the first six months of the contract

and then increases to €23,233 per month. To this fixed

remuneration may be added a variable remuneration, at

the discretion of the Supervisory Board and based on

reaching quantitative and qualitative goals as described in

the preceding section, up to 50%.

Wojciech Pomykala is not entitled to any pension

obligations or other life annuity benefits, other than those

granted under the compulsory basic pension plan and

supplemental pension plans.

Long-term remuneration in securities

None.

Other elements of Wojciech Pomykala’s status


	Employ ment contract	Supplement al pension plan	Severance pay or benefits owed or potentially owed due to termination or change in office	Non- competition fees
Wojciech Pomykala	NO	NO	YES	YES


	Solutions30 \| 2022 Annual Report		142

Deferred remunerations

a. Non-competition fee

None.

b. Severance pay

In his capacity as a member of the Management Board,

Wojciech Pomykala receives compensation equal to his

remuneration (fixed fee plus annual bonus) received

during the last 18 months in the event that his contract is

terminated without cause. A member of the Management

Board who resigns has no right to any compensation,

except for compensation related to a non-compete clause,

if applicable.

In the event of a change of control and termination of his

appointment, Wojeciech Pomykala receives compensation

equal to his remuneration (fixed fee plus annual bonus)

received during the last 18 months.

This compensation covers any obligations under the non-

compete clause.


	Solutions30 \| 2022 Annual Report		143


5.1	Review of the group’s financial position and earnings	145
5.2	Trends and outlook	148
5.3	Financial indicators not defined by IFRS	148


	Solutions30 \| 2022 Annual Report		144

// COMMENTS ON THE YEAR

5. COMMENTS ON THE YEAR

5.1. Review of the group’s financial position and earnings

The consolidated financial statements for the Solutions30

group were prepared in accordance with International

Financial Reporting Standards (IFRS) as adopted by the

European Union and applicable at the end of the reporting

period, i.e. December 31, 2022.

The group’s accounting principles for preparing its

accounts are described

in note 2 of section 6.2. “Notes to the consolidated

financial statements.”

5.1.1 Key financial highlights and performance indicators

Due to post-COVID uncertainty, persistent supply chain

shortages, the war in Ukraine, and high inflation, 2022 was

more difficult than initially anticipated.

The operational transition that was supposed to happen in

France suffered from these turbulent conditions.


In millions of euros	31.12.2022	31.12.2021	Change
Revenue	904.6	874.0	3.5%
Operating costs	774.3	710.3	9.0%
As a % of revenue	85.6%	81.3%
Central org. costs	83.6	81.3	2.9%
As a % of revenue	9.2%	9.3%
Adjusted EBITDA	46.7	82.4	-43.3%
As a % of revenue	5.2%	9.4%
Adjusted EBIT	(0.3)	40.8	-100.7%
As a % of revenue	—%	4.7%
Consolidated net income	(49.1)	22.5	-318.5%
As a % of revenue	-5.4%	2.6%
Net income, group share	(50.1)	21.5	-333.0%
As a % of revenue	-5.5%	2.5%
Financial structure figures	31.12.2022	31.12.2021	Variation
Equity	145.3	191.6	(46.2)
Net debt	38.9	33.1	+5.8
Net bank debt	(54.0)	(52.3)	-1.7
Free cash flow	37.2	32.4	+4.8


	Solutions30 \| 2022 Annual Report		145

5.1.2 Change of scope

Solutions30 is the natural center of a highly fragmented market. Since 2021, given the general context, the group slowed

down its external growth strategy but made the following acquisitions:


Country	Company	Date of Consolidation	Revenue at acquisition	Comment
Poland	Elmo (asset acquisition)	Jan 1, 2020	€15 million	Breaking into the Polish market
Italy	Algor	Nov 1, 2020	€4 million	Breaking into the Italian 5G market
UK	Comvergent	Dec 1, 2020	€17.5 million	Breaking into the UK market and 5G expertise
Benelux	Brabamij	Dec 1, 2020	€6 million	Complementary expertise in energy
Portugal	Byon Fiber	Sep 30, 2021	€0.1 million	Market share gains
UK	Mono (asset acquisition)	Oct 25, 2021	€32,8 million	Market share gains and 5G expertise
Poland	Sirtel	February 1, 2022	€3.0 million	Gains de part de marché et expertise 5G

5.1.3 Performance analysis for 2022

5.1.3.1. Consolidated revenue


	12 months 2021	12 months 2022
	Total	Organic growth of existing subsidiaries	Organic growth from acquired companiess	Acquisitions	Total
Total	874.0	12.1	—	18.5	904.6
From France	507.3	(81.3)	—	—	425.9
From Benelux	160.4	61.5	—	—	221.9
From Other Countries	206.3	32.0	—	18.5	256.8

In 2022, Solutions30’s consolidated revenue amounted to

€904.6 million, up +3.5% compared to 2021 (+1.4%

organic growth). After virtually stable revenue over the first

nine months of the year (-2.4% organic growth), the group

returned to double-digit growth in the fourth quarter, with

revenue was up 12.4% (+10.9% organic growth).

This year stood out because of the contrasting dynamics

between France, which is undergoing a transition from

mature activities to new ones, and all other countries

which are entering a period of strong growth.

5.1.3.2. Analysis by geographical area

In France, revenue was €425.9 million, down -16.0%,

after 6 years of very strong growth and revenue that

increased from €88 million in 2015 to €507 million in 2021

(average annual growth of +34%). This decline in activity

is explained by:

•The maturation of the FTTH network deployment and

construction markets, and above all the return to

normal of the subscriber connection market after the

exceptionally high peak in activity during the health

crisis. Now, the number of fiber subscribers continues

to grow but at more moderate levels.

•The planned end of smart meter deployments that

could not be compensated by the ramp-up of activities

related to the energy transition given the shortages of

components that are delaying these markets from

taking off.

This situation has also forced players in the industry,

customers as well as service providers and

subcontractors, to adapt at a rapid pace and adjust how

they work with each other. The operational conditions for

performing contracts, in particular one of the group’s

largest contracts in France, have become significantly

tougher in recent months in the telecommunications

sector, with a geographic redistribution of market share

and repercussions for the entire sector.

In this environment, Solutions30 has sought to capitalize

on its solid financial structure and its competitive

positioning to maintain its ability to seize opportunities that

may arise in this difficult market, even if this means

occasionally penalizing its profitability. The EBITDA margin

is thus well below its normal level of around 15%, but this

strategy allowed the group, at the very end of the year, to

compensate for the failure of a major player in the sector

and to capture an important market in southeastern


	Solutions30 \| 2022 Annual Report		146

France. This contract has made a positive contribution to

revenue and the profit margin since the beginning of 2023.

In the Benelux, revenue reached €221.9 million, with

purely organic growth of 38.3%, reflecting the excellent

dynamics of the Belgian and Dutch markets. This

performance is based on the ramp-up of contracts signed

to deploy optical fiber and the continuation of smart meter

installations in Flanders.

These very rapid ramp-ups require, on the one hand, the

recruitment and training of technicians and, on the other

hand, the reinforcement of management structures, but

the group maintains a high EBITDA margin of 12.8% of

revenue in this geographical area. This double-digit

profitability reflects the group’s historical business model,

which has proven that once a critical size of €100 million in

revenue has been reached for a given geographical area,

the group can capitalize on the increasing volume of

standardized call-outs and the density of its geographical

coverage.

In all other countries, the group posted annual revenue

of €256.8 million, an increase of 24.5% (15.5% organic

growth) compared to the same period in 2021. Business

was driven by good momentum in Italy (deployment of

TIM’s FTTH network), Poland (market share gains in the

telecoms sector) and the United Kingdom (integration of

Mono’s activities in the telecoms sector). The revision of

pricing conditions on certain contracts and the control of

operating expenses can improve the EBITDA margin,

which stood at 2.8% in these countries that have not yet

reached a critical size.

5.1.3.3. Profitability

For the group as a whole, adjusted EBITDA was €46.7

million at the end of December 2022, compared with €82.4

million a year earlier. As explained above, activities

outside of France performed exceptionally well, becoming

the pillar of future growth, although their impact was

obscured by low performance within France. Adjusted

EBITDA includes:

•€20.9 million to restructure operations after (i) part of

the telecommunications business in France was

geographically redistributed, and (ii) a competitor in

the Southeast went bankrupt.

•€10.1 million to adapt operations following the

discontinuation of smart meter roll-outs.

•Restated with these items, adjusted EBITDA would be

€77.7 million, representing 8.6% of revenue.

Operating costs have increased by 9.0% compared to

2021 and represent 85.6% of revenue, compared to

81.3% a year earlier, while structural costs increased by

2.9% and represent 9.2% of revenue, compared to 9.3% a

year earlier.

After accounting for €18.9 million in impairments and

operational provisions, and after amortizing €28.1 million

worth of usage rights for leased assets (IFRS 16),

adjusted EBIT stood at -€0.3 million.

Fiscal year 2022 includes €13.6 million of non-recurring

operating expenses, which consist mainly of restructuring

expenses (€7.9 million), exceptional expenses incurred by

the group in response to the violent smear campaign

against it in 2020-21 (€2.4 million) and expenses for the

long-term incentive plan which is currently worthless (€1.9

million).

Customer relationship amortization amounted to €14.4

million in 2022, compared to €14.7 million a year earlier.

Financial income was negative €17.1 million, compared to

actual income of €4.2 million in 2021. This item includes

€11.0 million of non-cash items relating to the adjustment

of the value of earnouts mainly linked to the purchase of

minority interests in the group’s German subsidiaries. This

revaluation of the earnout is due to the potential of the

German market and the new contracts expected in this

region. Interest expenses remained stable at €2.7 million

compared to €2.8 million a year earlier.

After including tax expenses of €5.6 million, compared to

the gain of €5.4 million a year earlier, the group share of

net income amounted to a loss of -€50.1 million, compared

to earnings of €21.5 million in 2021.

5.1.3.4. Financial structure

At December 31, 2022, the group had €145.3 million in

equity, compared to €191.6 million at December 31, 2021.

The group had €124.4 million in gross cash, compared to

€129.8 million at the end of December 2021. Gross bank

debt stood at €70.4 million compared to €77.5 million at

December 31, 2021. The group had €54.0 million in net

cash position at the end of December 2022, compared to

€52.3 million at the end of December 2021.

Including €67.4 million in leasing liabilities (IFRS 16) and

€25.5 million in potential financial debt on put options and

earnouts, the group has a total net debt of €38.9 million,

compared to €33.1 million a year earlier. The group

maintains a very solid financial structure, with a net debt/

EBITDA ratio of 0.83 and a net debt-to-equity ratio of

26.7%.

Outstanding receivables under the group’s non-recourse

factoring program amounted to €77 million on December

31, 2022, compared to €92 million on December 31, 2021.

The decrease in mobilized receivables reflects ramp-ups

in new contracts for which the factoring program is being

implemented. Factoring can finance working capital from

recurring activities that have fully developed, at a cost of

less than 1% of the amount of assigned receivables. This

program, combined with a solid financial structure,

provides Solutions30 with the resources it needs to

finance its ambitious growth strategy..

5.1.3.5.Cash flow

Operating cash flow amounted to €31.1 million, compared

to €70.2 million in 2021. Working capital decreased by €40

million and remained negative at -€64.7 million. It includes

advances negotiated with several of the group’s

customers to participate in the effort required to launch

significant new contracts, especially when fiber is being

deployed. Depending on their form, these advances are

recorded as an increase in “trade and other payables” or

as a decrease in “trade receivables and related accounts.”

This explains the decrease in working capital despite the

increase in ramp-ups.

Cash flow from operating activities in 2022 was €58.2

million, compared with €47.5 million a year earlier. In


	Solutions30 \| 2022 Annual Report		147

addition to the positive effects of advances from

customers, the item “other receivables and debts”

decreased significantly due to the decrease in VAT in

France, reflecting the decline in revenues, and the

decrease in payroll liabilities. Net investments amounted

to €21.0 million, i.e. 2.3% of revenue, compared with 1.7%

a year earlier. This falls within a normal range, generally

considered to be between 1.5% and 4% of revenue, and

goes mostly to investing in the group’s IT infrastructure

and technical equipment. The group relies on a proprietary

IT platform to manage its operations, organize, optimize

and plan operations and associated logistics, and to

manage back-office support. This platform, which is

strategic for the group, accounts for most of its

investments.

Overall, this means there was €37.2 million in free cash

flow, up by nearly €5 million compared to 2021.

5.2. Trends and outlook

The momentum at the end of 2022 has laid the

foundations for a sustainable return to growth in markets

that remain structurally buoyant. Despite the current

environment of inflation and rising interest rates, the group

confirms that it expects double-digit growth in 2023, which

will enable it to pass the €1 billion mark in revenue while

gradually improving its margins throughout the year.

Solutions30 is approaching this new phase with

confidence and has relaunched a medium-term strategic

planning process to anticipate changes in the markets in

which it operates. The aim is to assess the duration of the

underlying technological cycles of its activities and to

implement the necessary operational transitions upstream.

In the coming years, and faced with markets opening up in

many European countries, in particular FTTH deployments

in the United Kingdom, Germany and Poland, in addition

to Belgium, the Netherlands, and Italy, the group will

continue to prioritize growth to achieve critical mass in all

the geographical areas where it operates. A solid financial

structure and secured financing, combined with careful

cost control and rigorous cash management, provide the

group with the means to finance its ambitions.

Solutions30 will celebrate its 20th anniversary in October

2023. The group has solid growth drivers and an effective

business model that will help it strengthen its position at

the crossroads of the digital transformation and the energy

transition. Solutions30 is now targeting €2.5 billion in

revenue over the medium term.

5.3. Financial indicators not defined by IFRS

The group uses financial indicators not defined by IFRS:

-Profitability indicators and their components are key

operational performance indicators used by the group to

monitor and evaluate its overall operating results and

results by country.

-Cash flow indicators are used by the group to implement

its investment and resource allocation strategy.

The non-IFRS financial indicators used are calculated as

follows:

Organic growth includes the organic growth of acquired

companies after they are acquired, which Solutions30

assumes they would not have experienced had they

remained independent. In 2022, the group’s organic

growth includes only the internal growth of its historical

subsidiaries.

Adjusted EBITDA is the “operating margin” as reported in

the group’s financial statements.

Free cash flow corresponds to the net cash flow from

operating activities minus the acquisitions of intangible

assets and property, plant and equipment net of disposals.

Calculation of free cash flow


In thousands of euros	31.12.2022	31.12.2021
Net cash flow from operating activities	58,183	47,544
Acquisition of non-current assets	(21,146)	(15,722)
Disposal of non-current assets after tax	170	614
Free cash flow	37,207	32,436

Net cash position corresponds to “Cash and cash

equivalents” as it appears in the group’s financial

statements from which is deducted “Long-term loans from

credit institutions” and “Short-term loans from credit

institutions, lines of credit, and bank overdrafts” as they

appear in note 10.2 of the group’s annual financial

statements.

Adjusted EBIT corresponds to operating income as

shown in the group’s financial statements, to which are

added “Customer relationship amortization,” “Income from

the sale of holdings,” “Other non-current operating

expenses” and from which are deducted “Other non-

current operating income.”


	Solutions30 \| 2022 Annual Report		148

Reconciliation between operating income and adjusted

EBIT


In thousands of euros	31.12.2022	31.12.2021
Operating income	(26,470)	12,880
Customer relationship amortization	14,425	14,705
Other non-current operating income	(1,851)	(10)
Other non-current operating expenses	13,613	13,255
Adjusted EBIT	(283)	40,830
As a % of revenue	—%	4.7%

Non-recurring transactions are expenses that are

significant in their amount, unusual, and infrequent.

Net debt corresponds to “Debt, long-term,” “Debt, short-

term,” and long- and short-term “Lease liabilities” as they

appear in the group’s financial statements from which

“Cash and cash equivalents” as they appear in the group’s

financial statements are deducted.

Net debt/EBITDA ratio corresponds to “net debt” divided

by annualized EBITDA.

Net debt-to-equity ratio corresponds to “net debt” divided

by equity.

Net debt


In thousands of euros	31.12.2022	31.12.2021
Bank debt	70,368	77,534
Lease liabilities	67,370	66,587
Future liabilities from earnouts and put options	25,516	18,785
Cash and cash equivalents	(124,387)	(129,839)
Net debt	38,868	33,067

EBITDA	46,742	82,372
Ratio de dette nette	0.83	0.40

Equity	145,345	191,554
% of net debt	26.7%	17.3%

Net bank debt corresponds to “Long-term loans from

credit institutions” and “Short-term loans from credit

institutions, lines of credit, and bank overdrafts” as they

appear in note 10.2 of the group’s annual financial

statements from which are deducted “Cash and cash

equivalents” as they appear in the group’s financial

statements.

Net bank debt


In thousands of euros	31.12.2022	31.12.2021
Loans from credit institutions, long- term	56,769	50,512
Short-term loans from credit institutions, lines of credit, and bank overdrafts	13,599	27,022
Cash and cash equivalents	(124,387)	(129,839)
Net bank debt	(54,019)	(52,305)

Gross bank debt corresponds to “Loans from credit

institutions, long-term” and “Short-term loans from credit

institutions, lines of credit, and bank overdrafts” as they

appear in note 10.2 of the group’s annual financial

statements.

Operating margin corresponds to the “operating margin”

as reported in the group’s financial statements.

Working capital corresponds to “current assets” as

reported in the group’s financial statements (excluding

“Cash and cash equivalents” and “Derivative financial

instruments”) less “current liabilities” (excluding “Debt,

short-term,” “Current provisions,” and “Lease liabilities.”

Working capital:


In thousands of euros	31.12.2022	31.12.2021
Inventory and work in progress	25,427	20,339
Trade receivables and related accounts	192,966	185,111
Current contract assets	970	858
Other receivables	58,465	63,644
Prepaid expenses	1,466	873

Suppliers	(210,846)	(149,613)
Tax and social security liabilities	(112,287)	(129,804)
Other current liabilities	(13,384)	(10,705)
Deferred income	(7,480)	(5,698)
Working capital	(64,703)	(24,995)

Change in working capital	(39,707)	14,654
Non-monetary items	12,581	7,978
Change in working capital adjusted for non-monetary items.	(27,126)	22,631


	Solutions30 \| 2022 Annual Report		149

Net investments correspond to the sum of the lines

“Acquisition of current assets,” “Acquisition of non-current

financial assets,” and “Disposal of non-current assets after

tax” as they appear in the consolidated statement of cash

flows.

Net investments:


In thousands of euros	31.12.2022	31.12.2021
Acquisition of current assets	(21,595)	(15,267)
Acquisition of non-current financial assets	449	-455
Disposal of non-current assets after tax	170	614
Operational investments	(20,976)	(15,108)

Operational costs correspond to costs incurred for the

group’s operations, included in the “operating

margin” (excluding structural costs).

Structural costs correspond to costs incurred by the

group’s head office functions in various countries, included

in the “operating margin” (excluding operating costs).


	Solutions30 \| 2022 Annual Report		150


6.1	Consolidated Financial Statements			152	12	Equity		168
	6.1.1	Consolidated statement of comprehensive income		152		12.1	Changes in share capital	168
	6.1.2	Consolidated statement of financial position		153		12.2	Earnings per share	169
	6.1.3	Consolidated statement of equity		154		12.2.1	Reconciliation of income per share	169
	6.1.4.	Consolidated statement of cash flows		155		12.2.2	Weighted average number of shares	169
						12.3	Minority interests	169
6.2	Notes to the Consolidated Financial Statements			156	13	Financial risk management		170
	1	Information on the company and group		156		13.1	Cash flow interest rate risk	170
		1.1	Corporate information	156		13.2	Liquidity risk	170
	2	Basis of preparation, judgments and estimates		156		13.3	Capital risk management	170
		2.1	Standards applied	156		13.4	Information on the evaluation, classification, and fair value of financial assets and liabilities	170
		2.1.1	Compliance statement	156		13.5	Earnouts and options sensitivity analysis	171
		2.2	New IFRS, amendments, and interpretations	156		13.6	Financial risk management policy and objectives	171
		2.3	Basis of preparation	156
		2.4	Accounting principles, accounting judgments and estimates	157	LONG-TERM ASSETS

PERFORMANCE					14	Intangible assets and property, plant and equipment		173
						14.1	Goodwill	173
		Definition of operating segments and performance indicators		158		14.2	Other intangible assets	174
	3	Revenue		158		14.3	Property, plant and equipment	175
	4	Employee costs and benefits		160	15	Other non-current assets		176
		4.1	Employees	160		15.1	Non-current financial assets	176
		4.2	Employee costs	160
		4.3	Share-based payment	160	OTHER
	5	Operating income		161
		5.1	Operating margin	161	16	Contingent liabilities, provisions, and commitments		177
		5.2	Operating income	161		16.1	Non-current provisions	177
						16.2	Current provisions	177
WORKING CAPITAL						16.3	Retirement commitments	178
						16.3.1	Principles of IAS 19	178
	6	Trade and other receivables		163		16.3.2	Assumptions made in the valuation of employee benefits at Solutions30	178
		6.1	Trade receivables and related accounts	163		16.4	Off-balance sheet commitments related to operating activities	178
		6.2	Other receivables	163	17	Income tax		180
		6.3	Lease receivables	163		17.1	Reconciliation between theoretical tax and effective tax	180
	7	Inventories		164		17.2	Deferred taxes	181
		7.1	Inventories	164		17.3	Loss carryforwards	182
	8	Other liabilities		164	18	Related parties		182
		8.1	Tax and social security liabilities	164		18.1	Related party disclosures	182
						18.2	Remuneration for members of corporate governance boards	183
FINANCIAL STRUCTURE AND FINANCIAL RISK MANAGEMENT					19	Auditors’ fees		183
					20	Important events after the end of the reporting period		183
	9	Cash		165	21	Scope of consolidation		183
	10	Loans and related debts		165		21.1	Reorganization of legal structures	183
		10.1	Important facts	165		21.2	Subsidiary acquisitions	183
		10.2	Debt	165		21.2.1	Acquisitions in 2022	184
		10.3	Financial income and expenses	166		21.3	List of consolidated entities	186
		10.4	Earnouts, call and put options	166
		10.5	Off-balance sheet commitments related to group financing	167	6.3.	Independent Auditor’s Report		188
	11	Leases		167
		11.1	Right of use	167
		11.2	Leasing liabilities	168


	Solutions30 \| 2022 Annual Report		151

// Consolidated Financial Statements

6.1 CONSOLIDATED FINANCIAL STATEMENTS

6.1.1 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

Net Income


(in thousands of euros)	Notes	2022	2021
Revenue	3	904,590	873,981
Other current operating income	5.1	21,522	18,629
Raw materials, goods and consumables	5.1	(116,300)	(95,319)
Employee costs	4.2	(223,346)	(212,504)
Payroll taxes, taxes, duties, and similar payments		(68,426)	(66,631)
Other current operating expenses	5.1	(471,298)	(435,785)
Operating margin	5.1	46,742	82,372
Depreciation, amortization and impairment of fixed assets	14	(58,615)	(56,729)
Charges to and reversals of provisions		(2,836)	482
Other non-current operating income	5.2	1,851	10
Other non-current operating expenses	5.2	(13,613)	(13,255)
Operating income	5.2	(26,470)	12,880
Financial income	10.3	1,093	7,741
Finance costs	10.3	(18,172)	(3,558)
Net financial income	10.3	(17,079)	4,183
Income taxes	17	(5,587)	5,428
Consolidated net income		(49,137)	22,491
Group share		(50,068)	21,485
Minority interests	12.3	931	1,006
Basic earnings per share, group share (in euros)	12.2	(0.467)	0.201
Diluted earnings per share, group share (in euros)	12.2	(0.467)	0.201


(in thousands of euros)	2022	2021
CONSOLIDATED NET INCOME	(49,137)	22,491
Items recyclable or recycled to profit or loss:
Translation differences recognized in equity	29	117
Items not recyclable to profit or loss:
Changes in actuarial gains and losses	2,198	2,140
Deferred taxed on changes in actuarial gains and losses	(550)	(535)
COMPREHENSIVE INCOME RECOGNIZED IN EQUITY	1,677	1,722
COMPREHENSIVE INCOME	(47,460)	24,213
Group share	(48,391)	23,207
Minority interests	931	1,006


	Solutions30 \| 2022 Annual Report		152

6.1.2 CONSOLIDATED STATEMENT OF FINANCIAL POSITION

Assets


(in thousands of euros)	Notes	31.12.2022	31.12.2021
Uncalled share capital		1	1
Goodwill	14.1	56,057	56,009
Other intangible assets	14.2	118,287	132,625
Property, plant and equipment	14.3	25,418	18,613
Right-of-use assets	11	67,852	66,964
Non-current lease receivables	6.3	1,066	1,025
Non-current financial assets	15.1	2,864	2,880
Deferred tax assets	17.2	17,746	18,273
NON-CURRENT ASSETS		289,291	296,392
Inventories	7.1	25,427	20,339
Trade receivables and related accounts	6.1	192,966	185,111
Current lease receivables	6.3	970	858
Other receivables	6.2	58,465	63,644
Prepaid expenses		1,466	873
Current derivative assets	13.1	655	—
Cash and cash equivalents	9	124,387	129,839
CURRENT ASSETS		404,335	400,664
TOTAL ASSETS		693,626	697,056

Equity & Liabilities
(in thousands of euros)		31.12.2022	31.12.2021
Subscribed capital		13,659	13,659
Share premiums		17,376	17,376
Legal reserve		1,401	1,401
Consolidated reserves		148,776	124,363
Net income for the period		(50,068)	21,485
EQUITY, GROUP SHARE	12	131,144	178,284
Minority interests	12	14,200	13,269
EQUITY		145,345	191,554
Debt, long-term	10.2	62,585	66,759
Lease liabilities	11	42,611	43,745
Non-current provisions	16.1	18,219	21,188
Deferred tax liabilities	17.2	21,685	24,258
Other non-current financial liabilities		—	249
NON-CURRENT LIABILITIES		145,099	156,199
Debt, short-term	10.2	33,300	29,560
Current provisions	16.2	1,125	1,080
Lease liabilities	11	24,760	22,842
Trade payables		210,846	149,613
Tax and social security liabilities	8.1	112,287	129,804
Other current liabilities		13,384	10,705
Deferred income		7,480	5,698
CURRENT LIABILITIES		403,181	349,304
TOTAL EQUITY & LIABILITIES		693,626	697,056


	Solutions30 \| 2022 Annual Report		153

6.1.3. CONSOLIDATED STATEMENT OF EQUITY


(in thousands of euros)	Capital	Share premium	Legal reserve	Group reserves	Cumulative translation adjustments	Equity, group share	Minority interests	Total equity
POSITION AT 01.01.2021	13,659	17,376	1,362	123,797	(576)	155,618	14,390	170,008
Net income for 2021	—	—	—	21,485	—	21,485	1,006	22,491
Income recognized in equity	—	—	—	1,605	117	1,722	—	1,722
Comprehensive income for 2021	—	—	—	23,090	117	23,207	1,006	24,213
Changes in scope	—	—	—	(893)	—	(893)	(2,127)	(3,020)
IFRS 2 Share-based payment	—	—	—	341	—	341	—	341
Other changes	—	—	39	(29)	—	11	—	11
POSITION AT 31.12.2021	13,659	17,376	1,401	146,307	(459)	178,284	13,269	191,554
Net income for 2022	—	—	—	(50,068)	—	(50,068)	931	(49,137)
Income recognized in equity (1)	—	—	—	1,649	29	1,677	—	1,677
Comprehensive income for 2022	—	—	—	(48,420)	29	(48,391)	931	(47,460)
Treasury shares	—	—	—	(738)	—	(738)	—	(738)
IFRS 2 Share-based payment	—	—	—	1,986	—	1,986	—	1,986
Other changes	—	—	—	3	—	3	—	3
POSITION AT 31.12.2022	13,659	17,376	1,401	99,138	(430)	131,144	14,200	145,345

(1) The increase in group reserves of €1,649k is related to the impact of changes in the parameters used to calculate the

provision for pensions as defined by IAS 19 (See Note 16.3).


	Solutions30 \| 2022 Annual Report		154

6.1.4 CONSOLIDATED STATEMENT OF CASH FLOWS


(in thousands of euros)	Notes	2022	2021
CONSOLIDATED NET INCOME		(49,137)	22,491
Net income, group share		(50,068)	21,485
Net income, minority interests	12	931	1,006
Non-monetary items:
Depreciation, amortization and impairment	14	58,615	56,729
Allocations to provisions		2,836	(482)
Change in deferred taxes	17.2	(2,635)	(14,800)
Change in current taxes	17.1	8,222	9,372
Share-based payment	5.2	1,986	341
Change in non-current lease receivables	6.3	(41)	180
Change in fair value of derivatives	10.3	(694)	(116)
Elimination of income from goodwill	5.2	(1,851)	—
Change in fair value of options and earnouts	10.4	11,019	(6,398)
Elimination of interest expense	10.3	2,737	2,859
Operating cash flow from consolidated companies		31,057	70,175

Change in working capital requirements for operations		27,126	(22,631)
Decrease (increase) in inventory		(5,045)	(15,931)
Decrease (increase) in trade receivables and related accounts and other receivables		(6,510)	(4,235)
Increase (decrease) in trade & other payables		60,250	2,131
Increase (decrease) in other receivables and debts		(18,634)	12,831
Corporate tax paid (reimbursed)		(2,935)	(17,427)
Net cash flow from operating activities		58,183	47,544
CASH FLOW FROM INVESTMENT ACTIVITIES
Acquisition of fixed assets	14.2/14.3	(21,595)	(15,267)
Acquisition of companies’ fixed assets (1)		—	(3,990)
Acquisitions of subsidiaries, net of cash received	21.2	97	(1,293)
Earnouts on acquisitions of subsidiaries	10.4	(4,343)	(3,801)
Sale (acquisition) of non-current financial assets		449	(455)
Disposal of non-current assets after tax		170	614
Net cash flow from investment activities		(25,222)	(24,191)
CASH FLOW FROM FINANCING ACTIVITIES
Repurchase of own shares		(738)	—
Loan issuance	10.2	8,632	4,283
Repayment of borrowings	10.2	(14,345)	(28,177)
Interest paid on borrowings		(1,912)	(2,154)
Debt issuance costs		(1,414)	—
Other non-current financial liabilities		(249)	26
Repayment of lease liabilities	11.2	(28,476)	(25,666)
Interest paid on lease liabilities	11.2	(824)	(660)
Net cash flow from financing activities		(39,326)	(52,348)
Impact of changes in foreign exchange rates		913	(445)
NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS		(5,453)	(29,440)

Opening cash balance		129,839	159,279
Closing cash balance		124,387	129,839

(1) Acquisition of the fixed assets of Mono Consultants (United Kingdom) and Intel-C (Italy) in 2021 (outside of business combinations).


	Solutions30 \| 2022 Annual Report		155

6.2 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTES

Note 1 : Information on the company and

group

1.1 Corporate information

The consolidated financial statements of Solutions30 SE

and its subsidiaries (collectively, the “group”) for the year

ended December 31, 2022, were closed by the

Management Board and approved by the Supervisory

Board on April 20, 2023. Solutions30 (the “company” or

the “parent company”) is a European company

incorporated and domiciled in the Grand-Duchy of

Luxembourg with shares listed in Compartment A on the

Euronext Paris market. Its registered office is located at:

3, rue de la Reine

L-2418 Luxembourg

The group is primarily engaged in providing support

services for new digital technologies and helps its

customers implement these new technologies throughout

Europe: telecom service providers, energy suppliers, IT

and digital equipment distributors and manufacturers,

managed services companies, digital equipment

integrators, etc. Solutions30 currently covers all of France,

Italy, Germany, the Netherlands, Belgium, Luxembourg,

the Iberian Peninsula, Poland, and the United Kingdom.

Information on the group’s structure is provided in Note

21.

Note 2 : Basis of preparation, judgments

and estimates

2.1 Standards applied

2.1.1 Compliance statement

Pursuant to EU Regulation No. 1606/2002, the

consolidated financial statements for the Solutions30

group were prepared in accordance with International

Financial Reporting Standards (IFRS) as adopted by the

European Union1 and applicable at the end of the

reporting period, i.e. December 31, 2022.

2.2 New IFRS, amendments, and

interpretations

The accounting principles used to prepare the financial

statements at December 31, 2022 are the same as those

used to prepare the financial statements at December 31,

2021, except for changes to standards applicable in 2022,

summarized below.

Several standards, amendments, and interpretations apply

for the first time as of January 1, 2022, but have no impact

on the group’s consolidated financial statements at

December 31, 2022:

■Amendments to IFRS 16 “COVID-19-Related Rent

Concessions.” This standard does not have a material

impact on the group’s accounts.

■Amendments to IFRS 3 “Business Combinations,” IAS

16 “Property, Plant and Equipment,” IAS 37

“Provisions, Contingent Liabilities and Contingent

Assets,” and annual improvements to IFRS

(2018-2020 cycle). These standards have no material

impact on the group’s accounts.

Standards, amendments, and interpretations of standards

published by the IASB, adopted by the European Union

and applicable after December 31, 2022 and without early

application:

■Amendments to IAS 8 “Definition of Accounting

Estimates.”

■Amendments to IAS 1 “Disclosure of Accounting

Policies.”

■Amendments to IAS 12 “Deferred tax related to assets

and liabilities arising from a single transaction,”

published on May 7, 2021 and approved by the

European Union on August 12, 2022. Applicable for

fiscal years beginning on or after January 1, 2023, this

standard does not have a material impact on the

group’s financial statements.

■IFRS 17 “Insurance Contracts” and its amendments:

Given the nature of its activities, the group does not

apply this standard.

Standards, amendments to standards, and interpretations

of standards published by the IASB and not adopted by

the European Union. The impacts on the financial

statements of texts published by the IASB at December

31, 2022, and not in force in the European Union are

currently being analyzed. These texts are as follows:

■Amendments to IAS 1 “Presentation of Financial

Statements — Classification of Liabilities as Current or

Non-current” and “Presentation of Financial

Statements — Classification of Liabilities as Current or

Non-current — Deferral of Effective Date,” published

on January 23 and July 15, 2020, respectively,

applicable for fiscal years beginning on or after

January 1, 2023.

■The amendments to IFRS 16 “Lease Liability in a Sale

and Leaseback,” published on September 22, 2022,

applicable for accounting periods beginning on or after

January 1, 2024.

2.3 Basis of preparation

As of December 31, 2022, the financial statements have

been prepared on the principles of going concern

assumption and historical cost basis, with the exception of

certain assets and liabilities measured at fair value. The


	Solutions30 \| 2022 Annual Report		156

1 Reference available on the website of the European Commission : http://eur-lex.europa.eu/legal-content/FR/TXT/?uri=CELEX:02002R1606-20080410

consolidated financial statements are presented in

thousands of euros, which is the parent company’s

reporting currency and functional currency, and rounded to

the nearest thousands.

2.4 Accounting principles, accounting

judgments and estimates

The accounting principles are presented within each note.

The preparation of consolidated financial statements in

accordance with IFRS requires the use of certain critical

accounting estimates and assumptions. Management is

also required to exercise its judgment in applying the

group’s accounting policies. Actual earnings may prove

significantly different from these estimates based on

different assumptions or conditions and, if necessary, a

sensitivity analysis can be performed if it is material.

Determining maturities of leases with extension or

termination options (See Note 11)

Evaluation of contract assets (See Note 6.1)

Evaluations used for impairment tests (See Note 14.1)

Evaluation of pension liabilities (See Note 16.3)

Deconsolidation of assigned receivables (See Note 6.1)

Share-based payment (See Note 4.3)

Deferred tax assets (See Note 17)

Recognition of corporate value-added levy (CVAE) (See

Note 17).

Estimate of fair value as part of business combinations

(See Notes 21.2, 10.4, and 13.5).

Commitments to purchase minority interests (See Note

10.4)


	Solutions30 \| 2022 Annual Report		157

PERFORMANCE

Definition of operating segments and performance indicators

In line with the principles of IFRS 8, Solutions30’s

segment reporting is presented by geographical segment,

in accordance with the internal management data used by

the Group Management Board. The breakdown by

geographic segment reflects the group’s organizational

and operating model.

Decisions on Solutions30 resource allocation and

performance evaluation are made by the Management

Board and the Executive Committee at the operating

segment level, which corresponds to the group’s various

geographic areas.

For the purposes of presentation in the financial

statements, Belgium, the Netherlands, and Luxembourg

have been grouped into a single operating segment due to

their similar economic characteristics (common customers,

pooled management and operational teams).

The performance indicators are as follows:

•Revenue (Note 3)

•Operating margin (Note 5): The main indicator of group

operating profitability is the operating margin. It

corresponds to operating income before depreciation,

amortization, and provisions, income from the sale of

holdings, the cost of services provided by the group’s

holding company and other non-recurring operating

income and expenses


(in thousands of euros)	2022	France	Benelux	Other countries	HQ*
Revenue	904,590	425,919	221,860	256,811	—
Operating margin	46,742	20,836	28,433	7,135	(9,662)
Operating margin as %	5.2%	4.9%	12.8%	2.8%	—

(in thousands of euros)	2021	France	Benelux	Other countries	HQ*
Revenue	873,981	507,252	160,411	206,318	—
Operating margin	82,372	66,434	22,921	2,238	(9,221)
Operating margin as %	9.4%	13.1%	14.3%	1.1%	—

*Fees related to the group’s centralized functions

Note 3 : Revenue

The group generates revenue by providing digital

equipment installation and maintenance services. The

group recognizes revenue when it transfers control of a

product or service to the customer. The amount of revenue

is calculated based on the consideration the group

expects as part of its contracts with its customers.

The group is active in three business sectors:

1.Connectivity, which includes telecoms services:

i.Connection to the ADSL or fiber networks, as well as

associated maintenance activities.

ii.Roll-out of fiber and mobile networks, which involves

performing studies for telecom operators to define,

prepare, and plan for the work needed to deploy the

fiber.

2.Energy, which mainly includes the installation and

maintenance of smart electricity meters, electric

recharging stations, solar panels, and other

technologies related to the energy transition.

3.Technology, which includes electronic payment

solutions and IT services:

i.Repair services, support and maintenance for digital

hardware and equipment (the Internet of Things)

ii.Electronic payment terminal (EPT) rental activity for

small businesses, which involves an EPT rental

agreement and the provision of associated services

(EPT installation, hotline, and maintenance).

The group enters into two types of contracts:

1. On-site services:

On-site services and call-outs are the main source of

group revenue. Solutions30 technicians provide on-site

installation and maintenance services based on

standardized work orders submitted by customers.

Revenue is recognized when work orders are successfully

placed, based on a contractual rate set for each type of

call-out. When contracts include a bonus/malus

mechanism, the impact on revenue is determined based

on reaching certain thresholds and on service provision

times. The underlying performance indicators are

measurable and can be reliably estimated at the end of

each reporting period.


	Solutions30 \| 2022 Annual Report		158

Projects: Customers may commission the group to design

and build communication networks or electrical

installations. For these contracts, revenue is recognized

as the work is done, based on project progress. This work

in progress is evaluated using the ratio between contract

costs incurred at the end of the reporting period and

estimated total contract costs. When it is probable that

total contract costs will exceed total contract income, the

expected loss is immediately recognized as a provision for

loss on completion. Contract assets, invoices to be issued,

or deferred income are recognized when invoicing does

not reflect project progress.

2. Leasing of digital equipment: As part of its payments

business, the group negotiates leases with retailers for a

period of 1 to 4 years, which include: (i) the provision of

payment solutions and (ii) support services (helpdesk

support, on-site call-outs, and equipment exchange). For

this activity, the group distinguishes between two distinct

performance obligations:

The breakdown of the group’s revenue from contracts with

customers by activity type is as follows:


(in thousands of euros)	France	Benelux	Other	2022

On-site services	421,980	221,860	256,811	900,651
Connectivity	304,801	163,455	229,448	697,704
Energy	52,144	41,805	5,775	99,724
Technology	65,035	16,600	21,588	103,223
Leasing of payment terminals	3,939	—	—	3,939
Technology	3,939	—	—	3,939
Total revenue from contracts with customers	425,919	221,860	256,811	904,590

(in thousands of euros)	France	Benelux	Other	2021

On-site services	503,693	160,411	206,318	870,422
Connectivity	359,817	120,153	178,628	658,598
Energy	80,926	24,561	6,184	111,671
Technology	62,949	15,697	21,505	100,151
Leasing of payment terminals	3,559	—	—	3,559
Technology	3,559	—	—	3,559
Total revenue from contracts with customers	507,252	160,411	206,318	873,981

Over the last few years, Solutions30 has entered into large

contracts to roll out fiber-optic connections in Europe and

to install high tech equipment for the Energy sector. A

significant portion of the group’s revenue is therefore

generated by working with major “key account” type

customers. The group’s commercial relationships with

these customers are structured as several contracts

organized by geographic zone, by business, or by end-

user category.

The group’s main customers are therefore telecom service

providers (Orange, Bouygues Telecom, Free, Vodafone,

Telenet, etc.) and Energy sector service providers (Enedis,

GRDF, Fluvius, Enel, etc.).

i. Providing payment solutions: revenue recognition occurs

when control of such equipment is transferred, on the date

the equipment is delivered. The estimate of the recognized

price for the delivery of the equipment is based on the

purchase price of the equipment to which a margin is

added.

ii. Support services: revenue is recognized over the term

of the contract. The estimated price for this service is

based on the total value of the contract less the price for

supplying the equipment.

In 2022, only two customers generated more than 10% of

the group’s revenue individually; they represent total

revenue of €245 million, i.e. 27.1% of group revenue. In

2021, its two largest customers, individually generating

more than 10% of the group’s revenue, represented total

revenue of €289 million, i.e. 33.1% of group revenue.


	Solutions30 \| 2022 Annual Report		159


(in thousands of euros)				2022	2022
Customers by revenue	France	Benelux	Other	Total	%
Customer A	121,731	987	24,985	147,703	16.3%
Customer B	97,195	—	—	97,195	10.7%
Other customers representing less than 10% of revenue	206,993	220,873	231,826	659,692	72.9%
Total revenue	425,919	221,860	256,811	904,590	100%

(in thousands of euros)				2021	2021
Customers by revenue	France	Benelux	Other	Total	%
Customer A	151,141	381	22,615	174,137	19.9%
Customer B	114,919	—	—	114,919	13.1%
Other customers representing less than 10% of revenue	241,192	160,030	183,703	584,925	66.9%
Total revenue	507,252	160,411	206,318	873,981	100%

Note 4 : Employee costs and benefits

4.1 Employees

The headcount at the end of the year was:


Headcount	31.12.2022	31.12.2021
Managers	565	490
Employees, technicians, supervisors	6,657	6,997
TOTAL	7,222	7,487

4.2 Employee costs

The “Employee costs” item consists of:


(in thousands of euros)	31.12.2022	31.12.2021
Wages and salaries	(223,346)	(212,504)
TOTAL	(223,346)	(212,504)

Payroll taxes on salaries are included in the “Payroll taxes,

taxes, and similar payments” item in the statement of

comprehensive income.

4.3 Share-based payment

■General principles of IFRS 2

Grants of equity instruments (warrants, free shares, stock

options, etc.) as compensation for services rendered or to

be rendered are covered by IFRS 2.

The fair value determined at the grant date for equity-

settled share-based payments is recognized on a straight-

line basis over the vesting period. At each reporting date,

the group revises its estimate of the number of equity

instruments that are expected to vest as a result of the

effect of non-market vesting conditions. The impact of the

revision of original estimates, if any, is recognized as net

income, so that the cumulative expense reflects the

revised estimates, with a corresponding adjustment of

reserves.

■Instruments issued by Solutions30 covered by IFRS 2

No share-based instruments were issued in 2022.

Stock option plan:

A long-term incentive plan was defined by the Nominations

and Remunerations Committee and approved by the

Supervisory Board on September 24, 2019. In exchange

for meeting multi-year goals, on November 19, 2021, plan

beneficiaries received stock options that allowed them to

purchase group shares during a certain period for a price

of €8.99.

The number of stock options finally allocated under the

incentive plan depends on the level of achievement of the

following quantified objectives in 2019, 2020, and 2021:

Revenue / Adjusted EBITDA / Free cash flow / Relative

share price performance. Taking into account the

performance achieved over the three years and the

estimated number of beneficiaries remaining at the date of

exercise of the stock options, the number of stock options


	Solutions30 \| 2022 Annual Report		160

granted under the incentive plan was 2,762,065 at

December 31, 2022.

The options will be settled in shares of the company, i.e.

an equivalent number of shares corresponding in value to

the difference between the share price on the exercise

date and the exercise price.

The following table presents the details of the stock

options outstanding during the year:


	Number of stock options	Weighted average exercise price
Unexercised stock options outstanding at January 1, 2022	3,351,688	8.99
Stock options granted	0	0
Cancelled stock options	(589,623)	8.99
Expired stock options	0	0
Exercised stock options	0	0
Outstanding stock options at December 31, 2022	2,762,065	8.99

Stock options that can be exercised at December 31, 2022	0	8.99

The following table presents the details of stock options

granted at December 31, 2022:


Number of stock options granted at 12/31/2022	2,762,065
Exercise price	€8.99
Fair value of a stock option determined on the grant date (11/19/2021)	€1.42

The fair value of stock options is recognized as a liability

during the vesting period (2021, 2022 and 2023) under

“Other non-current operating expenses” (Note 5.2). The

group recognized €1,986k in 2022 (€341k in 2021) in

transactions with share-based payments.

They can only be exercised on the following four dates:

January 31, 2023, April 30, 2023, July 31, 2023, or

November 30, 2023, and must be exercised before they

expire on November 30, 2023.

Note 5 : Operating income

5.1 Operating margin

The item “Raw materials, goods and consumables” mostly

accounts for the purchase of fuel, goods, small equipment,

and other supplies necessary for call-outs.

Other current operating income consists of operating

subsidies that cover the transition costs resulting from new

activity branches brought on by Telenet in Belgium and

from the internal costs of developing the group IT platform,

insurance payouts after accidents, income from related

activities and various income related to making hardware

available and to rebilling of operating expenses.

Other current operating expenses include insurance costs,

telecommunication costs, and office overheads.

Details of the item “Other current operating income and expenses” are given below:


(in thousands of euros)	2022	2021
Production subsidies	4,403	2,406
Computer equipment	2,443	2,325
Other current operating income	14,676	13,898
Other current operating income	21,522	18,629
Outsourcing	(352,242)	(335,081)
Travel and vehicle maintenance expenses and rental costs	(52,585)	(46,325)
Intermediaries and fees	(31,005)	(24,206)
Other purchases and expenses	(35,466)	(30,173)
Other current operating expenses	(471,298)	(435,785)
TOTAL	(449,776)	(417,155)

5.2 Operating income

Operating income is calculated by adding or subtracting

the operating margin, charges to and reversals of

provisions, depreciation, amortization and impairment, and

other non-current operating income and expenses.

■Other non-current operating income and expenses

Other non-current operating income and expenses include

items that the group considers as having a significant,

one-time impact on operational performance during the

accounting period. The group believes that classifying

these as non-recurring expenses and income improves

the readability of its operations’ intrinsic economic

performance.


	Solutions30 \| 2022 Annual Report		161

Details of other non-current operating income and expenses are provided below :


(in thousands of euros)	2022	2021
Negative goodwill	1,851	—
Other non-current operating income	—	10
Other non-current operating expenses	(13,613)	(13,255)
TOTAL	(11,762)	(13,245)

Non-current operating income in 2022 stood at €1.8 million and included profits from acquisitions under advantageous

conditions (“Negative goodwill”) of Sirtel, Adedis, and Digitlab (See Note 21.2).

Non-current operating expenses in 2022 mainly consist of restructuring costs incurred in connection with new contracts

won in France (€7.9 million), to exceptional costs incurred by the group to respond to an aggressive defamation

campaign (€2.4 million), and to expenses related to share-based payments pursuant to IFRS 2 (€1.9 million). The latter

is linked to the management incentive plan (See Note 4.3).

In 2021, other non-current operating expenses mainly consist of exceptional expenses incurred by the group to put an

end to the violent smear campaign against it (€7.1 million), restructuring costs (€5.8 million), and expenses related to

share-based payments in 2021 (€0.3 million) (See Note 4.3).


	Solutions30 \| 2022 Annual Report		162

WORKING CAPITAL

Note 6 : Trade and other receivables

6.1 Trade receivables and related accounts

■Trade receivables and related accounts

Trade receivables and related accounts are current

financial assets.

■Contract assets

Amounts related to contract assets represent amounts due

from customers under performance contracts that are

settled depending on the stage of production. A contract

asset is thus recognized over the period in which the

services are provided to represent the group’s right to

receive consideration in exchange for the services it has

provided up to that date. This work in progress is

assessed using the ratio between contract costs incurred

as of the balance sheet date and estimated total contract

costs. When it is probable that total contract costs will

exceed total contract income, the expected loss is

immediately recognized as a provision for loss on

completion.

Any amount initially recognized as a contract asset is

subsequently reclassified to trade receivables when billed

to the customer.

■ Factoring trade receivables

A financial asset must be deconsolidated i.e. removed

from the consolidated statement of financial position—if

the group transfers to a third party, through a contract, its

right to receive future cash flows derived from this asset

and the risks and rewards of owning this asset.

To reduce its working capital requirements, the group has

put in place a non-recourse factoring program. In the

context of such an agreement, receivables for which risks

and benefits have been transferred are not maintained

under the “Trade receivables and related accounts” item of

financial position. The total amount of transferred, and

therefore deconsolidated, receivables amounted to €77.3

million at December 31, 2022 (€92.3 million at December

31, 2021).

■Depreciation of trade receivables and related

accounts

Given the nature of the group’s customers, mainly

composed of major corporations, as well as the factoring

system put in place, the impairment model defined by

IFRS 9 has no material impact on the amount of

impairment of the group’s trade receivables and related

accounts. In addition, a fair value adjustment is made

when a dispute is identified.


(in thousands of euros)	31.12.2022	31.12.2021
Trade receivables	71,986	70,876
Invoices to be issued	95,471	91,650
Contract assets	13,388	18,672
Trade payables - advances and down payments	12,121	3,913
TOTAL	192,966	185,111

In 2022, the group recorded a €0.03 million (€0.02 million

in 2021) write-down of its trade receivables.

All trade receivables and related accounts are due in less

than one year.

6.2 Other receivables

Details of Other receivables are presented below:


(in thousands of euros)	31.12.2022	31.12.2021
Tax claims	31,620	29,993
Tax receivables	8,642	14,303
Social security receivables	4,467	4,130
Other receivables	13,800	15,582
GROSS TOTAL	58,529	64,008
Impairments	(65)	(365)
NET TOTAL	58,465	63,644

Tax claims mainly include VAT receivables related to group

transactions.

Other receivables consist mainly of guarantees granted

under the factoring programs at December 31, 2021 and

2022.


	Solutions30 \| 2022 Annual Report		163

6.3 Lease receivables

Lease receivables relate to the lease contracts for

payment terminals marketed by the group. The group

recognizes the lease service as a sale when the lease

begins in exchange for an asset. This asset is represented

under the item “Current lease receivables” in the

statement of financial position if the cash flow associated

with this asset is expected to occur within 12 months of

the end of the financial year or under “Non-current lease

receivables if the corresponding cash flow is expected to

occur beyond a 12-month period. At December 31, 2022,

lease receivables stood at €2.0 million (2021: €1.9 million).

Note 7 : Inventories

7.1 Inventories

Inventories are recorded at their acquisition cost. At the

end of each reporting period, they are valued at their

historical cost, or at their net realizable value if that is

lower.

Inventory details are presented below:


(in thousands of euros)	Gross values	Amortization and impairments	31.12.2022 Net values	31.12.2021 Net values
Raw materials and goods	26,185	(758)	25,427	20,339
TOTAL	26,185	(758)	25,427	20,339

Inventory of raw materials and goods primarily corresponds to spare parts used for maintenance operations, or

consumables used for installation operations.

Note 8 : Other liabilities

8.1 Tax and social security liabilities

Details of tax and social security liabilities are presented

below:


(in thousands of euros)	31.12.2022	31.12.2021
Tax liabilities	49,524	60,663
Social security liabilities	55,367	62,207
Corporate income tax	7,396	6,934
TOTAL	112,287	129,804

Social debts include all debts owed to employees

(salaries, holidays, etc.) and to social organizations

(payroll charges). Tax liabilities mainly include VAT

payables related to group transactions.


	Solutions30 \| 2022 Annual Report		164

FINANCIAL STRUCTURE AND FINANCIAL RISK MANAGEMENT

Note 9 : Cash

Cash and cash equivalents recognized in the balance

sheet include cash in the bank and on hand and any liquid

monetary investment subject to an insignificant risk of

change in value.

The group’s net cash position is as follows:


(in thousands of euros)	31.12.2022	31.12.2021
Marketable securities	0	1,697
Cash and cash equivalents	124,387	128,143
TOTAL	124,387	129,839

Note 10 : Loans and related debts

10.1 Important facts

On November 29, 2022, the group completed the

refinancing of its existing loans. The new 6-year €100

million financing plan has a variable rate pegged to the 3-

months Euribor rate. It includes €56 million in effective

borrowing, as well as a commitment to loan a maximum of

€44 million to finance the external growth strategy

between now and November 29, 2024.

10.2 Debt

Bank borrowings are financial liabilities valued at

amortized cost using the effective interest rate method.

The effective interest rate method calculates the amortized

cost of a financial liability and allocates an interest

expense during the reporting period.

The effective interest rate is the rate that exactly discounts

the estimated future cash payments (including all

commissions and points paid or received that are an

integral part of the effective interest rate, transaction costs

and other premiums and discounts) over the expected life

of the financial liability or, if appropriate, over a shorter

period, at the amortized cost of a financial liability.

Accounting principles relating to financial liabilities tied to

contingent considerations on acquisitions (“earnouts”) or

call and put options granted to minority interests are

presented in Note 10.4.

The group’s financial debt consists mainly of:

–Bank loans

–Debts related to earnouts on acquisitions or put

options granted to minority interests for shares in

group subsidiaries that are not wholly owned,

presented below under other loans and related debts

–Hedging instruments (See Note 13.1)

Debt, long-term


(in thousands of euros)	31.12.2022	31.12.2021
Loans from credit institutions, long-term	56,769	50,512
Other loans and related debts	5,815	16,247
TOTAL	62,585	66,759

Debt, short-term


(in thousands of euros)	31.12.2022	31.12.2021
Short-term loans from credit institutions, lines of credit, and bank overdrafts	13,599	27,022
Other loans and related debts, current	19,701	2,538
TOTAL	33,300	29,560


	Solutions30 \| 2022 Annual Report		165

Change in debt owed to credit institutions

The change in the group’s debt was as follows:


			“Non-cash” variations			31.12.2022
(in thousands of euros)	01.01.2022	Cash Flows	Changes in scope	Other (1)	Reclassification schedule	31.12.2022
Long-term debt	50,512	8,632	—	(1,453)	(922)	56,769
Short-term debt	27,022	(14,345)	—	—	922	13,599
Total liabilities from financing activities	77,534	(5,713)	—	(1,453)	—	70,368

(1) Mainly includes fees for debt issuance costs

Debt maturities

Loans and long-term debt from credit institutions are due between 2023 and 2027.


(en milliers d’euros)	31.12.2022	2023	2024	2025	2026	2027 and beyond
Loans and bank overdrafts	70,368	13,599	11,529	12,170	11,366	21,704
Interest expense	8,241	2,384	2,395	1,621	1,114	727
Lease liabilities	67,370	24,760	17,096	10,489	6,019	9,006
Other loans and related debts	25,516	19,701	4,768	1,047	—	—

10.3 Financial income and expenses

The group’s financial income and expenses were as follows:


(in thousands of euros)	2022	2021
Interest expenses	(2,737)	(2,813)
Foreign exchange gains	10	682
Foreign exchange losses	(1,337)	(102)
Change in fair value of swaps	694	115
Other financial income	389	6,944
Other financial expenses	(14,099)	(643)
TOTAL	(17,079)	4,183

Interest expenses are mainly related to interest on bank

loans and lease liabilities. Interest on lease liabilities

amounted to -€0.82 million. Other financial income in 2021

mostly consists of changes in earnout values and call and

put options, amounting to €6.4 million.

Other financial expenses in 2022 consists of changes in

earnout values and call and put options, amounting to

€11.0 million (See Note 10.4) while the rest was mainly

made up of factoring costs.

10.4 Earnouts, call and put options

Earnouts, call options, and put options are assessed at fair

value and recorded under “Debt, short-term” in the

statement of financial position if they are due within 12

months of the end of the fiscal year, or under “Debt, long-

term” if they are due beyond a 12-month period.

All earnouts are estimated at fair value on their acquisition

date. They are marked to market at the end of each

reporting period and changes in their fair value are

recognized through profit or loss.

As there are no specific provisions in IFRS, the group

considers put options granted to minority interests and call

options granted to minority interests to be financial

liabilities. These commitments may be optional (“put

options”) or mandatory (“call options”). The group

accounts for these commitments as follows:

When first entered into the books:

(i)The value of the commitment is accounted for under

the item “Debt, short-term” and/or “Debt, long-term” at

its fair value, for the estimated exercise price of the

option.

(i)All minority interests are canceled, except for the

amount corresponding to an obligation to distribute

dividends if call options are exercised.

(ii)The difference between the amount of canceled

minority interests and the option’s estimated exercise

price is accounted for as part of group equity.


	Solutions30 \| 2022 Annual Report		166

At the end of the reporting period:

(i)Financial debt is revalued at fair value at the end of

each reporting period in accordance with the relevant

contractual clauses, with a corresponding entry as

financial income.

(ii)Minority interests are not included in income, except

for the amount corresponding to an obligation to

distribute dividends if call options are exercised.

The change in the fair value of debts related to earnouts,

put options, and call options is presented in the table

below:


(in thousands of euros)	01.01.2022	Increase	Earnout payment	Fair value adjustment	31.12.2022
Earnouts	9,761	55	(841)	9,681	18,655
Put and call options	9,024	—	(3,501)	1,338	6,861
TOTAL	18,785	55	(4,342)	11,018	25,516

The fair value of contingent considerations for put and call

options is based on the present value of probable future

cash flows taking into account the group’s contractual

commitments (level 3). Changes in fair value have been

recognized in the consolidated statement of

comprehensive income under the items “Financial income”

and “Financial expenses.

10.5 Off-balance sheet commitments related

to group financing

As a guarantee for the loan of €56 million and the €44

million line of credit secured in December 2022, the group

signed an agreement to pledge shares in Telima Frepart

and Solutions30 Belgium.

Note 11 : Leases

The group as a tenant

At the inception of contracts, the group determines

whether they are service contracts or whether they contain

a lease commitment, i.e. whether the contract gives the

right to control the use of an identified asset for a period of

time in exchange for consideration. The group recognizes

a right-of-use asset and a corresponding lease obligation

for all leases in which it is involved as lessee (See Notes

11.1 and 11.2).

The group applies both exemptions proposed in IFRS 16

to short-term leases (12 months or less) and to leases for

assets whose underlying value is less than €5k (€17.4

million in 2022, €17.4 million in 2021). For these types of

contracts, the group recognizes lease payments as linear

operating expenses for the duration of the lease. Nearly all

operating expenses related to leases are from short-term

leases.

The group uses three types of leases to pursue its

operating activities:

•Lease agreements for vehicles used by technicians,

which make up the bulk of the group’s lease

agreements (generally between three and four years).

These contracts benefit from standard terms and

conditions: (i) the rental amount defined in the

contract is fixed, (ii) repair and vehicle costs are not

tied to the contract and are expensed, (iii) the term of

the contracts is also fixed. In the rare cases, where

the option to extend or terminate the contract term is

activated, an amendment is prepared and integrated

into the contract database. For certain contracts, the

group has the option to purchase the vehicles, which

it exercises only in extremely rare cases.

•Real estate leases. These contracts cover the offices

the group occupies in the various countries in which it

operates, as well as storage warehouses. Real estate

leases are mostly long term (commercial leases with

an early termination option, mostly between 6 and 9

years). Based on the region where the lease is drawn

up, the lease period may vary, so the group has

determined specific term lengths in light of local legal

and economic factors. Contract indexing is taken into

account in the calculation of the lease debt at the

beginning of the contract.

•Equipment leases. These contracts cover: (i) certain

equipment used by technicians, (ii) leases for

payment solutions, (iii) the leasing of IT hardware.

These are mainly leases for equipment with fixed

payments. Their term is aligned with the depreciation

period of the equipment. For certain contracts, the

group has the option to purchase the equipment,

which it exercises only in extremely rare cases.

The group took into consideration the extension or

termination options incorporated into the leases. The

group does not generally activate these options when it is

reasonably certain that it will not need them. The end

dates for leases thus correspond to periods that align with

the strategic horizon for making strategic group decisions,

such as choosing investments. If necessary, the duration

of these contracts may be reevaluated to better account

for group-level strategic decisions.

11.1 Right of use

A right of use is recognized as an asset against the lease

liability. This right of use corresponds to the amount of

lease liabilities plus direct costs from some specific

contracts, including fees.


	Solutions30 \| 2022 Annual Report		167

The group applies IAS 36 to determine whether an asset

for which the right of use has been granted is impaired

and recognizes any impairment loss as described in the

property, plant and equipment method.

Right-of-use assets are presented in the following table:


(in thousands of euros)	Vehicles	Property	Equipment	Total
At December 31, 2021	41,585	24,543	835	66,964
Change	19,800	9,164	45	29,009
Depreciation charges	(20,323)	(7,241)	(557)	(28,121)
At December 31, 2022	41,062	26,466	323	67,852

11.2 Lease liabilities

The group records a liability (i.e. lease liability) on the date

the underlying asset is put at its disposal. This lease

liability corresponds to the updated value of fixed and

substantially fixed rents that remain to be paid, plus the

amount the group is reasonably certain it will pay at the

end of the contract, such as the exercise price of purchase

options (when it is reasonably certain that it will exercise

them) or penalties owed to the lessor in case of

termination (when termination is reasonably certain). The

group only accounts for the lease aspect of the contract

when evaluating lease liabilities.

The group systematically determines the length of lease

agreements to be the period during when the contract may

not be terminated, plus any time included in any extension

options that the lessee is reasonably certain they will

exercise, and any termination options that the lessee is

reasonably certain they will not exercise. In the specific

instance of real estate leases, contract durations are

determined on a case-by-case basis.

When a lease agreement includes a purchase option, the

group uses the useful life of the underlying asset as its

contract duration when it is reasonably certain it will

exercise this purchase option.

For each contract, the discount rate used is based on

incremental borrowing rates. It is determined based on the

group borrowing rate for the date the lease is to begin,

adjusted for each specific country.

After the contract start date, the amount of the lease

liability may be reevaluated to better reflect changes made

in the following situations:

•Modification of the duration of the lease (amendment,

reasonable certainty of exercising an option to renew,

or of not exercising an option to terminate).

•Modification of the rent amount.

•Modification of the terms for exercising a purchase

option.

•Other modifications to the contract (modification of the

scope or of the underlying asset).

Lease liabilities are presented in the table below:


(in thousands of euros)	31.12.2022	31.12.2021
At January 1st	66,586	63,522
Increase	28,437	28,071
Interest on lease liabilities	824	659
Payments	(28,476)	(25,666)
At December 31st	67,371	66,586
Current	24,760	22,842
Non-current	42,611	43,745

The maturity analysis of lease debts is presented in table 10.2 Debt.

Note 12 : Equity

12.1 Changes in share capital

At December 31, 2022, the capital consists of 107,127,984 shares at a par value of €0.1275.


Number of shares	31.12.2022	31.12.2021
Number of ordinary shares	107,127,984	107,127,984
Total number of shares	107,127,984	107,127,984

Nature of the reserves

The legal reserve is constituted at the end of each year, as

a minimum of 5% of profits of Solutions30 SE and up to

10% of share capital.


	Solutions30 \| 2022 Annual Report		168

12.2 Earnings per share

12.2.1 Reconciliation of income per share

Basic earnings per share before dilution (basic earnings per share) of €(0.467) (€0.201 in 2021) correspond to the

group’s share of net income, based on the weighted average number of shares outstanding during the year.


	2022	2021
Earnings, group share (in thousands of euros)	(50,068)	21,485
Basic earnings per share	(0.467)	0.201
Diluted earnings per share	(0.467)	0.201

To calculate diluted earnings per share, the weighted

average number of shares outstanding of 107,127,984

(107,127,984 in 2021) is adjusted to take into account the

potentially dilutive effect of all equity instruments issued by

the group, especially stock options.

Dilution resulting from the exercise of stock options is

determined in accordance with the method defined by IAS

33. In accordance with this standard, plans whose

exercise price is higher than the average share price since

the option was granted are excluded from the calculation

of diluted earnings per share.

12.2.2 Weighted average number of shares

In 2022, there are no more outstanding potentially dilutive instruments.


(in numbers of shares)	31.12.2022	31.12.2021
Weighted average number of ordinary shares, used as the denominator when calculating basic income per share	107,127,984	107,127,984
Adjustments for the calculation of diluted earnings per share:	—	—
Weighted average number of ordinary shares and potential ordinary shares used as a denominator in the calculation of diluted earnings per share	107,127,984	107,127,984

12.3 Minority interests

The following table presents details of the group’s non-wholly owned subsidiaries in which minority interests are material:


	Attributable to minority interests		Net income attributable to minority interests		Minority interests
(in thousands of euros)	31.12.2022	31.12.2021	31.12.2022	31.12.2021	31.12.2022	31.12.2021

ABM	0.2%	0.2%	(20)	1	(13)	6
Unit-T *	30.0%	30.0%	313	498	13,977	13,664
Solutions30 Field Services *	30.0%	30.0%	142	137	(2,694)	(2,836)
Unit-T Field Services *	30.0%	30.0%	51	98	534	483
ICT Field Services *	30.0%	30.0%	55	46	519	464
Brabamij Infra BV *	30.0%	30.0%	(54)	33	(79)	(26)
Brabamij Technics BV *	30.0%	30.0%	32	68	184	152
BYON FIBER	49.0%	49.0%	399	257	1,697	1,298
Other			13	(130)	76	63
Total			931	1,006	14,200	13,269

*Companies related to Unit-T.


	Solutions30 \| 2022 Annual Report		169

Note 13 : Financial risk management

13.1 Cash flow interest rate risk

Loans from credit institutions are mainly subject to variable

rates.

■Exposure level

The group’s exposure to the risk of changing market

interest rates is linked to its financial debt levels. Interest

rate management is an integral part of debt management.

At December 31, 2022, the fair value of derivatives was

€655k (2021: €39k). It is included under “Derivative

financial instruments” in the consolidated statement of

financial position. The change in fair value is recorded

under “Financial income” in the consolidated statement of

comprehensive income (See Note 10.3).

Its characteristics are as follows:


Type	Interest rate swap
Notional principal	€54,325,000, amortized on a straight-line basis until maturity
Agreement date	March 18, 2019
Start date	March 20, 2019
Termination date	December 20, 2024
Cash flow	Receives Euribor 3 months, pays 0.2075%
Settlement dates	June 20, September 20, December 20, and March 20

13.2 Liquidity risk

The Solutions30 group has short-, medium- and long-term

bank loans, with €70.4 million in remaining principle at

December 31, 2022, compared with €77.5 million at the

end of 2021.

The group’s credit agreement contains early repayment

clauses if agreed covenants are not complied with, in

particular maintaining the “net bank debt / EBITDA” ratio

below a threshold of 2.5. At December 31, 2022, the group

is in compliance with this financial ratio given its sound

financial health.

13.3 Capital risk management

The group manages its capital in such a way as to ensure

that its entities will be able to continue operations while

maximizing shareholder return through the optimization of

the debt/equity ratio. The group’s overall strategy

remained the same as in 2021.

The group’s capital structure consists of net debt

(borrowings, detailed in Note 10.2, net of cash and bank

balances) and group equity (which includes issued capital,

reserves, retained earnings, and minority interests).

The group is not subject to any external capital

requirements.

To manage its capital, the group uses a leverage ratio

equal to net bank debt divided by group equity. The group

has a maximum target capital structure ratio of 40%. At

December 31, 2022, the capital structure ratio was -41%

(-29% in 2021).

13.4 Information on the evaluation,

classification, and fair value of financial

assets and liabilities

The group classifies its financial assets into the following

categories: assets measured at fair value through profit or

loss (“FVTPL”) and assets measured at amortized cost

(“AC”).

The group defines its financial liabilities according to the

following categories: liabilities measured at fair value

through profit or loss (“FVTPL”) and liabilities measured at

amortized cost (“AC”).

Financial assets and liabilities measured at their fair value

are ranked into 3 levels. Levels 1 to 3 in the fair value

hierarchy each represent a level of fair value observability:

- Level 1 fair value evaluations are based on quoted prices

in active markets for identical assets or liabilities.

- Level 2 fair value evaluations are based on entry data

other than the quoted prices used at Level 1, which are

observable for

the asset or liability in question, either directly (namely the

price) or indirectly (namely data derived from the price).

- Level 3 fair value evaluations are those determined using

valuation techniques that include inputs for the asset or

liability that are not based on observable market data.

The following table provides information on:

- Financial instrument carrying amounts

- Financial instrument fair values


Solutions30 \| 2022 Annual Report		170


(in thousands of euros)			31.12.2022		31.12.2021
	Note	Catégorie IFRS 9*	valeur comptable	juste valeur estimée	valeur comptable	juste estimée valeur
Non-current financial assets	15.1	CA	2,864	2,864	2,880	2,880
Trade receivables and related accounts	6.1	CA	192,966	192,966	185,111	185,111
Net lease investments	6.3	CA	2,036	2,036	1,883	1,883
Other receivables**	6.2	CA	13,800	13,800	15,582	15,582
Current derivative assets	13.1	JVR	655	655	—	—
Cash and cash equivalents	9	JVR	124,387	124,387	129,839	129,839
Financial assets			336,707	336,707	335,295	335,295
Debt (Borrowing, lines of credit, bank overdrafts)	10.2	CA	70,368	70,368	77,534	77,534
Debt (Earnouts, call and put options)	10.2; 10.4	JVR	25,517	25,517	18,785	18,785
Lease liabilities	11	CA	67,370	67,370	66,587	66,587
Other non-current financial liabilities		CA	—	—	249	249
Suppliers		CA	210,846	210,846	149,613	149,613
Other current liabilities		CA	13,384	13,384	10,705	10,705
Financial liabilities			387,485	387,485	323,473	323,473

* “AC” stands for “amortized cost,” “FVTPL” stands for “fair value through profit or loss.”

** Excludes tax claims, tax receivables, and social security receivables

13.5 Earnouts and options sensitivity analysis

The group undertook an analysis of whether the fair value

of put options and contingent considerations was

reasonable given the modifications that had been made to

the main assumptions used to determine this fair value.

The calculations determined that they were reasonable and

that a variation of 5% in assumptions about future cash

flows would have had the following impact on the resulting

fair values, and therefore the group’s consolidated financial

statements at December 31, 2022:


	Sensitivity to future cash flow
(in thousands of euros)	- 5 %	+ 5 %
Earnouts	(200)	—
Put and call options	(411)	411
TOTAL	(611)	411

13.6 Financial risk management policy and

objectives

The group’s main financial liabilities consist of bank loans

and overdrafts, lease debt, and trade payables. The main

purpose of these financial liabilities is to finance the

group’s operating activities. The group holds financial

assets such as trade receivables, cash and short-term

deposits that are directly generated by its activities.

The main risks attached to the group’s financial

instruments are as follows: interest rate risk for cash flows

and liquidity risk. The systems for managing these risks

are described in Notes 13.1 and 13.2. The policies for

managing other risks are summarized as follows:

■Credit risk

The group’s exposure to the credit risk related to its

financial assets, mainly customers, cash and cash

equivalents, is related to the possible default of involved

third parties, with a maximum exposure equal to the

carrying amount of these instruments.

Customer balances are subject to permanent monitoring.

The deconsolidating non-recourse factoring solutions that

the group uses with its major customers strongly limit the

risk of unrecoverable receivables. Changes in customer

account depreciation throughout the year and the limited

risk of customer account depreciation are discussed in

Note 6.


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■Currency risk

The group and its subsidiaries do most of their business in

the eurozone, with services billed in euros and suppliers

mostly paid in euros. Only the Polish and British

subsidiaries use currencies other than the euro: the Polish

zloty and the pound sterling.

At December 31, 2022, 7.6% of the group’s revenue from

ordinary activities (2021: 4.9%) was generated in

currencies other than the euro, either in Polish zloties and

pounds sterling.

The group presents its consolidated financial statements

in euros. Accordingly, when preparing its consolidated

financial statements, it must convert assets, liabilities,

income and expenses recorded in foreign currencies into

euros, using the applicable exchange rates. Exchange

rate fluctuations may therefore affect the value of these

items in the consolidated financial statements, even if their

intrinsic value remains unchanged.

As far as dealings with call centers based in Morocco,

Tunisia, and Poland are concerned, payments are made in

dirhams, dinars, or zloties. Nevertheless, given the

amounts at play, the currency risk is insignificant.

The following table details the group’s sensitivity to a 5%

increase or decrease in the Polish zloty and the British

pound.


	Sensitivity to pound sterling exchange rates
(in millions of euros)	+ 5 %	- 5 %
Net income	(325)	325
Total Assets	1,367	(1,367)


	Sensitivity to zloty exchange rates
(in millions of euros)	+ 5 %	- 5 %
Net income	63	(63)
Total Assets	1,170	(1,170)

■Equity risk

At December 31, 2022, the group did not have a

significant number of shares. The group does not have

any trading activity.significant.


Solutions30 \| 2022 Annual Report		172


LONG-TERM ASSETS

Note 14: Intangible assets and property, plant and equipment

14.1 Goodwill

Goodwill is the difference between the acquisition price of

shares in acquired companies, adjusted for earnouts and

the group share of the fair value of their net assets that are

identifiable at the date control is handed over.

Subsequently, this goodwill is valued at cost, less any

impairment losses, in accordance with the method

described in the paragraph “Subsequent monitoring of

fixed assets.”

Movements during the period

Goodwill amounts are presented in the table below :


(in thousands of euros)	Gross values	Impairments	Net values
31.12.2021	56,009	—	56,009
Subsidiary acquisitions *	55	—	55
Translation adjustments and other changes	(7)	—	(7)
31.12.2022	56,057	—	56,057

* The change in goodwill is related to the acquisition of subsidiaries described in Note 21.2.

Sector breakdown


(in thousands of euros)	31.12.2022	France	Benelux	Autres
Goodwill	56,057	25,954	28,345	1,758


(in thousands of euros)	31.12.2021	France	Benelux	Autres
Goodwill	56,009	25,899	28,345	1,765

Subsequent monitoring of fixed assets

Cash-generating units (CGUs) are identified on the basis

of geographical segments. At December 31, 2022, the

group had seven CGUs.

All cash-generating units including goodwill and assets

with definite and indefinite useful lives are subject to

review by management and an impairment test at the end

of each year or in the event there is an indication of

impairment.

An impairment loss is recognized as soon as the carrying

amount of a cash-generating unit exceeds its recoverable

amount. The recoverable amount is the highest value

between the asset’s net selling price and its value in use.

The value-in-use is determined by discounting future cash

flows.

An impairment loss recognized for a cash-generating unit

is allocated first to goodwill in the cash-generating unit,

then to the reduction of the carrying amount of the other

assets in the unit in proportion to the carrying amount of

each asset in the unit.

Except for goodwill, impairment losses recorded in

previous years are reversed when the estimates used to

determine them change.


Solutions30 \| 2022 Annual Report		173

Valuation methods applied to continuing operations

The assumptions and estimates made to determine the

recoverable amount of goodwill, intangible assets and

property, plant and equipment relate in particular to the

market outlook required to evaluate cash flows and the

discount rates used. Any change in these assumptions

could have a significant impact on the amount of the

recoverable value.

The recoverable amount of cash-generating units is

determined using the value-in-use calculation, which is

based on discounted cash flow projections (DCF method).

The parameters used to determine the recoverable

amount of from the consolidated main CGUs are as

follows:


	Rate of growth (terminal value)		Discount rate before taxes
	31.12.2022	31.12.2021	31.12.2022	31.12.2021
France	1.90%	2.00%	9.90%	9.20%
Benelux	1.90%	2.00%	9.60%	8.25%

Business forecasts are based on the operating budgets

set by management for the next 5 years (2023 to 2027).

Management’s estimate of growth rates per cash-

generating unit is based on past performance and the

business outlook of the underlying markets. On the basis

of these estimates, these impairment tests did not lead to

the recognition of any impairment at the level of all CGUs

at December 31, 2022, as at December 31, 2021.

Sensitivity analysis of the value-in-use of CGUs to the key

assumptions used

The group performed an analysis of the sensitivity of the

impairment test to changes in the key assumptions used

to determine the recoverable amount of each group of

CGUs to which the assets are allocated. These sensitivity

calculations show that changes that are reasonably

possible in France and the Benelux region, such as a 100

basis point change in the assumed discount rate, a

change of 50 basis points in the long-term growth rates, or

a change of 100 basis points in the normal EBITDA margin

would not have a material impact on the results of the

impairment tests and therefore no impairment should be

recognized on the group’s consolidated financial

statements at December 31, 2022.

14.2 Other intangible assets

■Customer relationships

The value of customer relationships is based on

discounted cash flows generated by fulfilling the main

contracts acquired. The amortization period is the

estimated time for the consumption of the majority of the

economic benefits flowing to the company and varies from

6 to 15 years.

■Other intangible assets

Other intangible assets are accounted for at cost, less

cumulative amortization and any impairment loss.

These intangible assets primarily consist of patents,

software, and brands. Amortization is recognized as an

expense on a straight-line basis over the useful life of the

asset.

Amortization methods and terms used for all intangible

assets are as follows:


Intangible assets	Duration
Concessions, patents, and licenses	5 to 10 years
Software	3 years
Websites	1 to 3 years
Customer relationships	6 to 15 years


Solutions30 \| 2022 Annual Report		174

Changes in intangible assets can be broken down as follows:


(in thousands of euros)	Customer relationships and contracts	Other intangible assets	Total
Net value at 01.01.2022	108,279	24,346	132,625

Gross value at 01.01.2022	159,093	58,687	217,780
Fixed assets acquired	—	8,193	8,193
Fixed assets sold or scrapped	—	(14)	(14)
Changes in scope	2,986	10	2,996
Reclassification	(279)	—	(279)
Cumulative translation adjustments	(832)	(297)	(1,129)
Gross value at 31.12.2022	160,968	66,579	227,547

Value of amortization at 01.01.2022	(50,814)	(34,341)	(85,155)
Fixed assets sold or scrapped	(14,425)	(9,857)	(24,282)
Changes in scope	—	5	5
Cumulative translation adjustments	—	(7)	(7)
Cumulative translation adjustments	145	34	179
Value of amortization at 31.12.2022	(65,094)	(44,166)	(109,260)

Net value at 31.12.2022	95,874	22,413	118,287

14.3 Property, plant and equipment

Property, plant and equipment are valued at their acquisition cost (purchase price plus related costs).

The asset’s acquisition cost is the purchase price including costs that are directly attributable and necessary for the use

of the asset as expected by management as well as financing costs before operational launch.

They are depreciated on a straight-line basis depending on the probable useful life of the assets in question.

The main useful lives used are as follows:


Property, plant and equipment	Duration
Buildings	5 to 10 years
Technical facilities and machinery	3 to 5 years
Other facilities, tools, and equipment	3 to 5 years


Solutions30 \| 2022 Annual Report		175

Changes in property, plant and equipment excluding right-of-use assets (IFRS 16) are analyzed as follows:


(in thousands of euros)	Buildings and land	Technical facilities and machinery	Other tangible assets	Construction in progress	Total property, plant and equipment
Net value at 01.01.2022	1,399	6,699	10,286	230	18,613

Gross value at 01.01.2022	2,732	16,921	27,507	230	47,389
Fixed assets acquired	90	7,265	6,046	1	13,402
Fixed assets sold or scrapped	(24)	(703)	(1,799)	(133)	(2,659)
Changes in scope	17	231	38	—	286
Cumulative translation adjustments	(1)	(35)	(55)	(2)	(93)
Reclassification	—	—	259	—	259
Gross value at 31.12.2022	2,814	23,679	31,996	96	58,584

Value of amortization at 01.01.2022	(1,333)	(10,222)	(17,221)	—	(28,776)
Amortization and impairments for the period	—	(3,121)	(3,580)	—	(6,701)
Recovery of amortization on assets that were sold or scrapped	23	709	1,785	—	2,517
Changes in scope	(7)	(219)	(29)	—	(255)
Cumulative translation adjustments	—	14	35	—	49
Value of amortization at 31.12.2022	(1,317)	(12,839)	(19,010)	—	(33,166)

Net value at 31.12.2022	1,497	10,840	12,986	96	25,418

Note 15 : Other non-current assets

15.1 Non-current financial assets

Details of non-current financial assets are presented below:


(in thousands of euros)	Gross values	Amortization and impairments	31.12.2022 Net values
Loans, deposits, guarantees and other	2,762	(8)	2,754
Equity investments	110	—	110
TOTAL	2,872	(8)	2,864


(in thousands of euros)	Gross values	Amortization and impairments	31.12.2021 Net values
Deposits, guarantees and other	3,221	(442)	2,779
Equity investments	101	—	101
TOTAL	3,322	-442	2,880


Solutions30 \| 2022 Annual Report		176

OTHER

Note 16: Contingent liabilities, provisions,

and commitments

Provisions are recognized if the group has a present

obligation (legal or constructive) as a result of a past

event, if it is probable that the group will be required to

settle the obligation and if the amount of the obligation can

be reliably estimated.

The amount recognized as a provision is the best estimate

of the consideration required to settle the present

obligation as of the reporting date, taking the obligation’s

risks and uncertainties into account. If a provision is

evaluated based on the estimated cash flow required to

settle the present obligation, its carrying amount is the

present value of those cash flows (where the effect of the

time value of money is material).

16.1 Non-current provisions

Non-current provisions can be broken down as follows:


(in thousands of euros)	01.01.2022	Changes in scope	Increases	Decreases	Changes in actuarial gains and losses	31.12.2022
Retirement indemnities	7,402	—	1,377	(50)	(2,198)	6,531
Provisions for legal disputes	4,462	—	1,838	(30)	—	6,270
Other non-current provisions	9,324	—	265	(4,171)	—	5,418
TOTAL	21,188	—	3,480	(4,251)	(2,198)	18,219


(in thousands of euros)	01.01.2021	Changes in scope	Increases	Decreases	Changes in actuarial gains and losses	31.12.2021
Retirement indemnities	8,224	—	1,921	(604)	(2,139)	7,402
Provisions for legal disputes	3,629	76	2,131	(1,374)	—	4,462
Other non-current provisions	13,083	—	101	(3,860)	—	9,324
TOTAL	24,936	76	4,153	(5,838)	(2,139)	21,188

In France and Italy, retirement indemnities are part of

employee benefits and are presented in Note 16.3

“Retirement commitments.”

Provisions for litigation correspond to ongoing commercial,

employment, or administrative disputes and litigation.

Other non-current provisions include, in particular, social

provisions relating to employees transferred to the group

under the terms of the group’s outsourcing contracts with

certain customers, especially Telenet in Belgium.

16.2 Current provisions

Current provisions can be broken down as follows:


(in thousands of euros)	01.01.2022	Increases	Decreases	31.12.2022
Provisions for reconditioning	1,072	277	(236)	1,113
Retirement indemnities	8	4	—	12
TOTAL	1,080	281	(236)	1,125


(in thousands of euros)	01.01.2021	Increases	Decreases	31.12.2021
Provisions for reconditioning	1,118	379	(425)	1,072
Retirement indemnities	582	6	(580)	8
TOTAL	1,700	385	(1,005)	1,080


Solutions30 \| 2022 Annual Report		177

16.3 Retirement commitments

16.3.1 Principles of IAS 19

For post-employment benefits that are part of defined

benefit plans in France and Italy, benefit costs are

estimated using the projected unit credit method. With this

method, benefit entitlements are allocated to periods of

service based on the plan’s vesting formula, taking into

account a linearization effect when the rate of vesting is

not uniform over subsequent periods of service. Future

payment amounts corresponding to benefits granted to

employees are valued on the basis of assumptions about

salary increases, retirement age and mortality, and then

discounted to their present value on the basis of interest

rates for long-term bonds issued by highly rated issuers.

If defined benefit plans are amended, curtailed, or settled,

the entity must recognize and measure the past service

cost or the gain or loss resulting from the settlement

without taking into account the effect of the asset ceiling. It

then determines the effect of the asset ceiling after the

plan amendment, curtailment, or settlement and record

any change to that effect.

When these calculations are revised, actuarial gains and

losses are recognized in the period in which they arise,

outside income, directly in equity under “Other changes.”

Apart from retirement commitments, there are no other

defined benefit plans for post-employment benefits in

group companies.

Legal and contractual indemnities are calculated for each

of the group’s current employees on the basis of their

theoretical length of service and retirement date, in

accordance with IAS 19.

16.3.2 Assumptions made in the valuation of

employee benefits at Solutions30

Provisions for the Solutions30 group are calculated on an

actuarial basis, taking into account the seniority and

remuneration of the persons concerned before retirement

age (expected at 67).

These commitments are determined on the assumption

that the employee will leave on their own initiative in 100%

of cases.

Accounting for seniority, the actuarial assumptions for the

valuation of the system were as follows. Commitment

calculations take into account:

•An average 2022 payroll tax rate between 15% and

57%, depending on the entity (compared to 15% and

57% in 2021).

•Employee turnover rates by age group ranging from

12.16% (at age 18) to 0.92% (at age 55) (the same

table was used in 2021).

•A 2% salary increase rate (compared to 1.4% in 2021).

•INSEE 2016-2018 mortality tables by gender.

The discount rate used is 3.77% at December 31, 2022

(compared to 0.98% at the end of 2021).


Provisions for retirement indemnities at January 1, 2021	8,806
First-time consolidation and other	—
Cost of services rendered during the year	1,246
Financial expenses	45
Amount paid in connection to departures during the year	(722)
Changes in actuarial gains and losses	(2,140)
Other changes	175
Provisions for retirement indemnities at December 31, 2021	7,410
First-time consolidation and other	—
Cost of services rendered during the year	1,333
Financial expenses	49
Amount paid in connection to departures during the year	(43)
Changes in actuarial gains and losses	(2,198)
Other changes	(8)
Provisions for retirement indemnities at December 31, 2022	6,543


Solutions30 \| 2022 Annual Report		178

16.4 Off-balance sheet commitments related to operating activities

The list of guarantees granted (pledges, mortgages, guarantees, etc.) is given below.


Country	Principal	Type of guarantee	Guaranteed obligations	Term	Amount in thousands of euros

Belgium	S30 group’s Belgian companies	Demand guarantee	Obligations arising under the guarantee to the bank	Applicable during the entire contractual relationship	15,000
France	S30 group’s companies	Subcontracting guarantee	Obligations arising from a surety and guarantee contract for the group’s subcontractors	Applicable during the entire contractual relationship	9,759
Belgium	S30 group’s Belgian companies	Customer guarantee	Obligations arising from the performance of services under contract, in particular those relating to the telecom and energy businesses	Applicable during the entire contractual relationship	9,524
Spain	S30 group’s Spanish companies	Customer guarantee	Obligations arising from the performance of services under contract, in particular those relating to the telecom business	Applicable during the entire contractual relationship	2,720
Spain	S30 group’s Spanish companies	Guaranty	Obligations arising from the letter of intent sent to the bank	Applicable during the entire contractual relationship	1,200
France	Telima Money	Indemnity bond	Obligations arising from the performance of services under contract, including the provision of payment terminals	Applicable during the entire contractual relationship	750
Spain	S30 group’s Spanish companies	Bank guarantee	Obligations arising from the letter of intent sent to the bank	Applicable during the entire contractual relationship	350
Belgium	S30 group’s Belgian companies	Customer guarantee	Obligations arising from the performance of services under contract, in particular those relating to the telecom and energy businesses	Applicable during the entire contractual relationship	311
Belgium	Unit-T	Lease guarantee	Obligations related to business premises leases	Applicable during the entire contractual relationship	220
France	S30 group’s French companies	Demand guarantee	Payment of any amount charged by the beneficiary in connection with its activity and of any product or service provided via its fuel cards	Applicable during the entire contractual relationship	150
Poland	S30 group’s Polish companies	Customer guarantee	Obligations arising from the performance of services under contract, in particular those relating to the telecom business	Applicable during the entire contractual relationship	81
Spain	S30 group’s Spanish companies	Demand guarantee	Payment of any amount charged by the beneficiary in connection with its activity and of any product or service provided via its fuel cards	Applicable during the entire contractual relationship	80
Luxembourg	Solutions30 SE	Lease guarantee	Obligations related to business premises leases	Applicable during the entire contractual relationship	33
Netherlands	Solutions30 NETHERLANDS	Lease guarantee	Obligations related to business premises leases	Applicable during the entire contractual relationship	24
France	Telima Frepart / Telima Energie IDF	Lease guarantee	Obligations related to business premises leases	Applicable during the entire contractual relationship	10


Solutions30 \| 2022 Annual Report		179

Note 17 : Income tax

■Tax payable

Current tax payable is based on taxable profit for the year.

Taxable profit differs from the net earnings reported in net

income because it excludes income and expense items

that were taxable or deductible in other years, as well as

items that are never taxable or deductible. The group’s

payable tax liability is calculated using currently adopted,

or nearly adopted tax rates at the end of the reporting

period.

A liability is recognized for positions for which the tax

calculation is uncertain, but for which it is considered

probable that there will be an outflow of a future liability to

a tax authority. Liabilities are valued at the best estimate of

the amount the group expects to pay. The assessment is

based on the judgment of the group’s tax specialists in

light of their experience with these activities and, in some

cases, on the tax opinions of independent specialists. At

December 31, 2022, the group accounts do not include

such liabilities.

■Deferred taxes

Deferred tax is the tax that the group expects to pay or

recover on differences between the carrying amounts of

assets and liabilities reported in the financial statements

and the corresponding tax bases used in the computation

of taxable profit, and is accounted for using the tax liability

method. Deferred tax liabilities are generally recognized

for all taxable temporary differences and deferred tax

assets are recognized to the extent that it is probable that

taxable profit will be available against which deductible

temporary differences can be used.

The carrying amount of deferred tax assets is reviewed at

each balance sheet date and reduced if it is no longer

probable that sufficient taxable profit will be available to

allow all or part of the asset to be recovered.

Deferred tax is calculated using the tax rates that are

expected to apply to the period when the liability will be

settled or the asset realized, based on tax rates and tax

laws that have been enacted or substantively enacted at

the balance sheet date.

The evaluation of deferred tax liabilities and assets reflects

the tax consequences that would result from the way in

which the group expects, at the end of the reporting

period, to recover or settle the carrying amount of its

assets and liabilities.

Deferred tax assets are the result of tax loss carryforwards

and temporary differences between the tax value and

carrying amounts of recognized assets and liabilities. The

recoverability of these assets is assessed on the basis of

forecasts from strategic plans drawn up for each of the tax

groups under consideration. Additional information on

deferred tax assets is provided in Notes 17.2 and 17.3.

■Recognition of corporate value-added levy (CVAE)

In the absence of clarity in IAS 12 “Income taxes”, the

group considers that the CVAE should be recorded as an

income tax.

In 2022, the group paid €1.6 million in CVAE, compared to

€1.9 million in 2021.

■Tax consolidation

Two tax consolidation regimes are in effect within the

group. In France, the permanent establishment

Solutions30 heads the group that consolidates twenty-

something French companies. In Germany, Solutions30

Holding is the parent company of the group’s German

subsidiaries.

17.1 Reconciliation between theoretical tax

and effective tax

The reconciliation between the corporate income tax

shown in the income statement and the theoretical tax that

would be due based on rates in Luxembourg was as

follows for fiscal years 2022 and 2021:


(in thousands of euros)	2022	2021
Income before tax	(43,550)	17,063
Parent company tax rate	24.9%	24.9%
Theoretical tax	10,861	(4,256)
Impact from associates	—	—
Creation, use, and reversal of tax loss carryforwards	(4,153)	3,854
Effect of non-capitalized loss carryforwards	(9,441)	(300)
Effect of permanent tax differences	160	8,307
Effect of negative goodwill	362	—
Net tax impact of the CVAE levy	(1,562)	(1,893)
Impact of differences in tax rates	231	954
Tax credits and anticipated payments that will generate tax credits	(11)	315
Other	(2,036)	(1,553)
Corporate income tax	(5,587)	5,428
Of which: Current taxes	(8,222)	(9,372)
Deferred taxes	2,635	14,800

The permanent differences mostly correspond to the effect of the intellectual property tax regime.


Solutions30 \| 2022 Annual Report		180

17.2 Deferred taxes

At December 31, 2022, the sources of deferred tax are as follows:


(in thousands of euros)	01.01.2022	Change in scope	Impact on income	Impact sur le résultat	31.12.2022
Temporary differences from tax returns
Employee profit-sharing and paid holidays	829	—	—	(176)	653
Other temporary tax differences	390	—	—	(63)	327
Temporary differences related to consolidation adjustments
Capitalized loss carryforwards	15,668	—	311	(77)	15,902
Provision for retirement indemnities	1,323	—	(550)	151	924
Other differences	3,169	—	(14)	231	3,386
Offsetting deferred tax assets and liabilities	(3,106)	—	(340)	—	(3,446)
Deferred tax assets	18,273	—	(592)	65	17,746
Customer relationships	(25,822)	(567)	217	2,534	(23,638)
Other differences	(1,547)	—	18	36	(1,494)
Offsetting deferred tax assets and liabilities	3,112	—	335	—	3,447
Deferred tax liabilities	(24,258)	(567)	570	2,570	(21,685)
Total net deferred taxes	(5,984)	(567)	(22)	2,635	(3,939)


Solutions30 \| 2022 Annual Report		181

17.3 Loss carryforwards

Capitalized loss carryforwards

At December 31, 2022, deferred tax assets for loss

carryforwards amounted to €15.9 million, arising mostly

from France, Germany, Luxembourg, and the United

Kingdom.

Deferred tax assets and justifications for their

treatment

At December 31, 2022, deferred tax assets were entered

into the accounts as it is probable that tax entities will have

enough taxable income to cover these assets for a

maximum of 5 years. The recoverable nature of these

deferred tax assets is assessed on the basis of business

plans used for depreciation tests, adjusted for the

specificities of each tax jurisdiction. The following

companies have incurred a loss in the current or prior

period and have future taxable earnings in excess of the

earnings generated by the reversal of existing taxable

temporary differences:

In France, €4.0 million in deferred tax assets were

recognized at December 31, 2022. Unless the future

outlook changes, the use of loss carryforwards for which a

deferred tax asset has been recognized should continue

until 2027, given the predicted performance of contracts in

this region, which has reached a critical size.

Deferred tax assets for a German company amounted to

€0.3 million at December 31, 2022. Unless the future

outlook changes, the use of loss carryforwards for which a

deferred tax asset has been recognized should continue

until 2027, given the success of the restructuring

operations carried out in recent years.

In Luxembourg, deferred tax assets amounted to €3.7

million at December 31, 2022. Unless the future outlook

changes, the use of loss carryforwards for which a

deferred tax asset has been recognized should continue

until 2024, given the restructuring operations.

Deferred tax assets for an Italian company amounted to

€0.8 million at December 31, 2022. Unless the future

outlook changes, the use of loss carryforwards for which a

deferred tax asset has been recognized should continue

until 2026, as fiber installation contracts enter the

industrial phase.

Deferred tax assets for a Dutch company amounted to

€0.6 million at December 31, 2022. Unless the future

outlook changes, the use of loss carryforwards for which a

deferred tax asset has been recognized should continue

until 2027.

Non-capitalized loss carryforwards

At December 31, 2022, loss carryforwards for which no

deferred tax asset has been recognized amounted to €53

million. They concern entities in France, Germany, Spain,

and Italy. They do not have expiration dates.

Note 18 : Related parties

18.1 Related party disclosures

Note 21 presents the structure of the group and all its

subsidiaries. The following table shows transaction

amounts with related parties.


		Telenet co- shareholder		Associates and joint ventures		Other related parties		Group Total
(in thousands of euros)		2022	2021	2022	2021	2022	2021	2022	2021
Income	Services provided by the group	74,981	78,935	—	—	140	257	75,121	79,192
Expenses	Services received by the group	281	770	—	—	5,556	9,586	5,836	10,356
Loan	Amount loaned by the group	131	1,314	—	—	—	816	131	2,130
Debt	Amounts due from the group	5,028	557	—	—	773	475	5,801	1,032

All transactions with related parties are carried out under

normal market conditions.

Nature of transactions and relationships with related

parties.

“Other related parties” include:

•Transactions with minority shareholders

•Transactions with former shareholders with whom the

group still has a contractual relationship

•Transactions with key members of management

•Transactions with non-consolidated companies


Solutions30 \| 2022 Annual Report		182

18.2 : Remuneration for members of

corporate governance boards

Remuneration paid to members of the management and

supervisory bodies for their roles as directors and officers

in accordance with their employment contracts amounted

to €2,258k.

There are no retirement commitments other than those put

forth in law for management and oversight bodies.


(in thousands of euros)	2022	2021
Fixed remuneration	1,408	1,550
Directors’ fees (1)	636	122
Variable remuneration	159	594
Benefits in kind	55	62
(1) The 2022 directors’ fees include exceptional remuneration for 2021 of €250k approved at the General Meeting of June 16, 2022.

Note 19 : Auditors’ fees


	PKF Lux.	PKF Lux.	PKF Inter- national	PKF Inter- national	Other auditors		TOTAL

(in thousands of euros)	2022	2021	2022	2021	2022	2021	2022	2021
Statutory auditor, certification, examination of individual and consolidated accounts	462	463	775	783	663	709	1,900	1,955
Services other than account certification	30	—	—	—	9	478	39	478
TOTAL	492	463	775	783	672	1,187	1,939	2,433

Note 20: Important events after the end of

the reporting period

■In February 2023, Sirtel was renamed Solutions30

Mobile.

■In February 2023, Smartfix France was renamed

mySupplace France.

■Given its put and call options with regard to CFC

ITALIA SRL, the group acquired 30% of that

company’s shares on February 28, 2023, increasing

its stake to 100% ownership.

■Solutions30 TP was created in March 2023 for the

group’s operational activities in the southeastern

region of France.

■Solutions30 Power was created in April 2023 for new

Energy activities in France.

Note 21 : Scope of consolidation

21.1 Reorganization of legal structures

In line with the actions undertaken over the past three

years, several acquisitions were carried out during the

year to consolidate the group’s operations with the aim of

reducing the number of legal structures:

■On June 30, 2022, the company Sotranasa was

merged into Solutions30 Sud-Ouest (formerly Telima

TVX), with an effective date of January 1, 2022.

■On June 30, 2022, the company CPCP Telecom was

merged into Solutions30 Sud-Est (formerly Telima

Networks Services), with an effective date of January

1, 2022.

■On December 9, 2022, merger by acquisition with

Soft Solutions, Tech Solutions, WWW Brand, and

Brand 30 into Solutions30 SE, effective January 1,

2022.

In addition, to improve the readability of the legal

organization chart and to support the development of the

group’s activities, the following operations were carried out

in 2022:

■Solutions30 Luxembourg S.A. was created on

January 17, 2022 to incorporate the group’s

operational activities in Luxembourg.

■INTELC was renamed TELIM. C SRL

■BYON FIBER was renamed BYON SOLUTIONS

■Janssens Field Services B.V. was renamed Business

Solutions30 Belgium B.V.

21.2 Subsidiary acquisitions

The group records business combinations using the

acquisition method when all the acquired activities and

assets meet the definition of a business, whose control is

transferred to the group. To determine whether a given set

of activities and assets constitutes a business, the group

evaluates whether the set includes, at a minimum, an

input and an essential process, and if the acquired set of

activities and assets has the capacity to produce goods or

services.

The consideration given is measured at its fair value, for

example the net value of identifiable acquired assets. The

group evaluates minority interests based on their share of


Solutions30 \| 2022 Annual Report		183

net assets and records goodwill based on the “Partial

Goodwill” method. Any profit from acquisitions made under

advantageous circumstances are immediately recorded as

income. Acquisition costs are recorded as expenses.

Any considerations are evaluated at their fair value on the

date of acquisition. If the obligation to pay contingent

consideration that meets the definition of a financial

instrument has been categorized as equity, it is not

reevaluated and its payment is accounted for as equity. If

not, any other contingent considerations are reevaluated

at fair value at the end of each reporting period and any

changes in the fair values of the contingent considerations

are recorded as income.

21.2.1 Acquisitions in 2022

In 2022, the group carried out the acquisition transactions

presented below. The allocation of the purchase price for

each of these transactions is closed on December 31,

2022:

■Sirtel Sp. Z.o.o

On January 31, 2022, the group acquired 100% of the

share capital of Sirtel Sp. Z.o.o. This Polish company

installs and maintains mobile telecommunications

equipment. The total consideration transferred by the

group to acquire shares in these companies was €1,320k,

of which €55k was contingent consideration (“future

earnouts”). The total amount of this consideration is based

on when contractual conditions are expected to be met.

Acquisition-related costs, included under “other current

operating expenses” in the statement of comprehensive

income, amount to €13k.

The fair value of the acquired financial assets takes into

account receivables (mainly commercial or tax related)

whose fair value is €662k. It is expected that the full

contractual amounts will be recovered.

This transaction resulted in the recognition of negative

goodwill of €1,671k.

Sirtel Sp. Z.o.o contributed €923k to group revenue and a

negligible amount to group profits between the acquisition

date and the end of the reporting period. If this company

had been acquired on the first day of the year, the

subsidiary would have contributed €1,107k to group

revenue and its contribution to group profits would have

been negligible.

■Digitlab

On March 1, 2022, the group acquired 100% of the share

capital of Algor SRL. This French company specializes in

developing software. The group paid €38k for this

acquisition. Acquisition-related costs, included under

“other current operating expenses” in the statement of

comprehensive income, amount to €8k.

The fair value of the acquired financial assets takes into

account receivables (mainly commercial or tax related)

whose fair value is €127k. It is expected that the full

contractual amounts will be recovered.

This transaction resulted in the recognition of negative

goodwill of €2k.

Digitilab’s contributions to group revenue and profits

between the date of acquisition and the end of the

reporting period were negligible. If this company had been

acquired on the first day of the year, the subsidiary’s

contributions to group revenue and group profits would

have been negligible.

■Itineo Academy

On March 1, 2022, the group acquired 100% of the share

capital of Itineo Academy. This French company

specializes in training programs. The group paid €94k for

this acquisition. Acquisition-related costs, included under

“other current operating expenses” in the statement of

comprehensive income, amount to €8k.

The fair value of the acquired financial assets takes into

account receivables (mainly commercial or tax related)

whose fair value is €62k. It is expected that the full

contractual amounts will be recovered.

This transaction resulted in the recognition of goodwill of

€55k.

Itineo Academy’s contributions to group revenue and

profits between the date of acquisition and the end of the

reporting period were negligible. If this company had been

acquired on the first day of the year, the subsidiary’s

contributions to group revenue and group profits would

have been negligible.

■Alphane Dépannage Distribution (“Adedis”)

On March 1, 2022, the group acquired 100% of the share

capital of Adedis. This French company builds and

maintains telecommunication and energy networks. The

group paid €398k for this acquisition. Acquisition-related

costs, included under “other current operating expenses”

in the statement of comprehensive income, amount to €8k.

The fair value of the acquired financial assets takes into

account receivables (mainly commercial or tax related)

whose fair value is €118k. It is expected that the full

contractual amounts will be recovered.

This transaction resulted in the recognition of negative

goodwill of €177k.

Adedis’ contributions to group revenue and profits

between the date of acquisition and the end of the

reporting period were negligible. If this company had been

acquired on the first day of the year, the subsidiary’s

contributions to group revenue and group profits would

have been negligible.


Solutions30 \| 2022 Annual Report		184

■Acquired assets and liabilities

The fair value of the assets and liabilities acquired in

connection with the acquisition of this subsidiary by the

group in 2022 is shown in the table below:


(in thousands of euros)	Sirtel Sp. Z o.o	Digitlab	Itineo Academy	Adedis	TOTAL
Assets
Intangible assets	2,987	—	—	—	2,987
Property, plant and equipment	8	8	11	5	32
Right-of-use assets	2	—	—	—	2
Cash and cash equivalents	252	250	510	880	1,892
Trade receivables	662	127	62	118	969
Other current assets	57	25	18	115	215
Other non-current assets	—	—	—	5	5
Inventories	41	—	—	—	41
	4,009	410	601	1,123	6,143
Equity & Liabilities
Trade debts	345	33	109	489	976
Other current liabilities	106	337	453	59	955
Deferred tax liabilities	567	—	—	—	567
	1,018	370	562	548	2,498
Total net assets at fair value	2,991	40	39	575	3,645

Positive or negative goodwill	(1,671)	(2)	55	(177)	(1,795)
Earnout	(55)	—	—	—	(55)
Transferred purchase contribution	1,265	38	94	398	1,795

Acquisitions of subsidiaries, net of cash received	1,013	(212)	(416)	(482)	(97)

Negative goodwill resulted in a profit of €1,850k in 2022

(€0 in 2021) recorded under “other non-current operating

income” in the statement of comprehensive income. This

amount is mainly related to the acquisition of Sirtel Sp.

Z.o.o. This company has a portfolio of customer contracts

with great potential given the significant current and future

investments in the development of mobile

telecommunication networks in Poland, especially for the

deployment of 5G technology. This market context

combined with the seller’s willingness to transfer the

business to a new management team and to a group

capable of investing in this new growth phase were

favorable conditions for the purchase of Sirtel.

Goodwill recognized in connection with the acquisition of

Itineo Academy corresponds to the value of the synergies

the group intends to realize once the company has been

integrated.


Solutions30 \| 2022 Annual Report		185

21.3 List of consolidated entities

The list of consolidated companies with voting rights and equity percentages and consolidation methods appears in the

table below:


Country	Company and legal form	Consolidation method	% control at December 31, 2022	% stake at December 31, 2022
Luxembourg	Solutions30 SE	Parent company	Parent company	Parent company
Germany	Solutions30 HOLDING GmbH	Fully consolidated	100%	100%
Germany	Solutions30 FIELD SERVICES GMBH (ex Connecting Cable GMBH)	Fully consolidated	100%	100%
Germany	Solutions30 Gmbh	Fully consolidated	100%	100%
Germany	Solutions30 Operations GmbH (ex ABM Communication)	Fully consolidated	99.8%	99.8%
Germany	Solutions30 FIELD SERVICES SUD GMBH (ex VKDFS)	Fully consolidated	100%	100%
Germany	Worldlink Gmbh	Fully consolidated	100%	100%
Belgium	Unit-T (ex Janssens Group)	Fully consolidated	70%	70%
Belgium	Brabamij Technics BV	Fully consolidated	70%	70%
Belgium	Brabamij Infra BV	Fully consolidated	70%	70%
Belgium	Solutions30 Field Services BVBA	Fully consolidated	70%	70%
Belgium	Business Solutions30 Belgium B.V. (ex. Janssens Field Services B.V.)	Fully consolidated	100%	100%
Belgium	JANSSENS BUSINESS SOLUTIONS	Fully consolidated	100%	100%
Belgium	Solutions30 BELGIUM	Fully consolidated	100%	100%
Belgium	UNIT-T FIELD SERVICES BVBA	Fully consolidated	70%	70%
Belgium	ICT FIELD SERVICES BVBA	Fully consolidated	70%	70%
Spain	Solutions30 Iberia	Fully consolidated	100%	100%
Spain	PROVISIONA INGENIERIA	Fully consolidated	100%	100%
France	TELIMA MONEY SAS	Fully consolidated	100%	100%
France	TELIMA INFOSERVICES	Fully consolidated	100%	100%
France	FORM@HOME	Fully consolidated	100%	100%
France	FREPART	Fully consolidated	100%	100%
France	TELIMA NORD	Fully consolidated	100%	100%
France	TELIMA COMPTAGE	Fully consolidated	100%	100%
France	TELIMA ONSITE	Fully consolidated	100%	100%
France	SFM30	Fully consolidated	100%	100%
France	TELIMA TELCO	Fully consolidated	100%	100%
France	ATLAN’TECH	Fully consolidated	100%	100%
France	TELIMA RELEVE NORD	Fully consolidated	100%	100%
France	Solutions30 IT France	Fully consolidated	100%	100%
France	Solutions30 SUD-EST	Fully consolidated	100%	100%
France	TELIMA PROFESSIONNAL SERVICES	Fully consolidated	100%	100%
France	TELIMA EURO ENERGY	Fully consolidated	100%	100%
France	Solutions30 MARTINIQUE	Fully consolidated	100%	100%
France	Solutions30 GUYANE	Fully consolidated	100%	100%
France	Solutions30 SUD-OUEST	Fully consolidated	100%	100%
France	BYON	Fully consolidated	51%	51%
France	BYON CONNECT	Fully consolidated	51%	51%
France	SMARTFIX30 FRANCE	Fully consolidated	100%	100%
France	Solutions30 GUADELOUPE	Fully consolidated	100%	100%
France	Alphane Dépannage Distribution (ADEDIS)	Fully consolidated	100%	100%
France	DIGITILAB	Fully consolidated	100%	100%
France	ITINEO ACADEMY	Fully consolidated	100%	100%
Italy	Solutions30 ITALIA	Fully consolidated	100%	100%
Italy	IMATEL SERVICE	Fully consolidated	100%	100%
Italy	PIEMONTE	Fully consolidated	100%	100%
Italy	Solutions30 Consortile	Fully consolidated	73%	73%
Italy	JustOne Solutions (CONTACT 30)	Fully consolidated	51%	51%
Italy	Algor SRL	Fully consolidated	60%	60%
Italy	CFC ITALIA SRL	Fully consolidated	70%	70%
Italy	TELIMA. C SRL (ex. INTEL C SRL)	Fully consolidated	100%	100%
Luxembourg	SMARTFIX30 (Lux)	Fully consolidated	100%	100%
Luxembourg	Solutions30 Luxembourg S.A.	Fully consolidated	100%	100%
Morocco	SOL30MAROC	Fully consolidated	100%	100%
Netherlands	BUSINESS Solutions30 HOLLAND BV	Fully consolidated	100%	100%


Solutions30 \| 2022 Annual Report		186


Country	Company and legal form	Consolidation method	% control at December 31, 2022	% stake at December 31, 2022
Netherlands	Solutions30 Netherlands	Fully consolidated	100%	100%
Netherlands	I-HOLDING B.V.	Fully consolidated	76%	76%
Netherlands	I-PROJECTS B.V.	Fully consolidated	76%	76%
Poland	Solutions30 HOLDING SP.Z O.O.	Fully consolidated	100%	100%
Poland	Solutions30 WSCHOD SP.Z O.O.	Fully consolidated	100%	100%
Poland	TELEKOM USLUGI	Fully consolidated	100%	100%
Poland	Sirtel Sp z o.o	Fully consolidated	100%	100%
Portugal	Solutions30 Portugal	Fully consolidated	100%	100%
Portugal	BYON SOLUTIONS (ex. BYON FIBER)	Fully consolidated	51%	51%
Tunisia	TELIMA TUNISIE	Fully consolidated	100%	100%
United Kingdom	Solutions30 UK	Fully consolidated	100%	100%
United Kingdom	COMVERGENT LIMITED	Fully consolidated	100%	100%
United Kingdom	COMVERGENT HOLDING LIMITED	Fully consolidated	100%	100%
United Kingdom	Solutions30 UK Services Limited	Fully consolidated	100%	100%

The subsidiary companies in Germany listed below, which

are included in the group’s consolidated financial

statements as part of the full consolidation, meet the

requirements of article 264, paragraph 3 of the German

code of commerce (HGB):

•Solutions30 Solutions Holding GmbH, Cologne

•Solutions30 Field Services GmbH, Cologne

•Solutions30 GmbH, Ludwigsburg

•Solutions30 Operations GmbH, Weinheim

•Solutions30 Field Services Süd GmbH, Nuremberg

The consolidated financial statements thus exempt the

aforementioned subsidiary companies from certain

accounting obligations as well as from the obligation to

disclose their respective annual financial statements in

Germany. The consolidated financial statements also have

an exempting effect for the preparation of subgroup

consolidated financial statements of Solutions30 Holding

GmbH, Cologne, as they meet the requirements of the

German § 291 HGB. An explanation of the differences

between HGB and IFRS in accordance with Section 291

(3) No. 4 of the German HGB is not necessary, as the

exempting consolidated financial statements were

prepared in accordance with the IFRS adopted by the EU.


Solutions30 \| 2022 Annual Report		187

6.3 INDEPENDENT AUDITOR’S REPORT

PKF Audit & Conseil

To the shareholders of

Solutions 30 SE

3 rue de la Reine

L-2418 Luxembourg

Opinion

We have audited the consolidated financial statements of

Solutions 30 SE and its subsidiaries (the “Group”) which

comprise the consolidated statement of financial position

as at 31 December 2022 and the consolidated statement

of comprehensive income, consolidated statement of

equity and consolidated statement of cash flows for the

year then ended, and notes to the consolidated financial

statements, including a summary of significant accounting

policies.

In our opinion, the accompanying consolidated financial

statements present fairly, in all material respects, the

consolidated financial position of the Group as at 31

December 2022, and its consolidated financial

performance and its consolidated cash flows for the year

then ended in accordance with International Financial

Reporting Standards (IFRS) as adopted by the European

Union.

Basis for opinion

We conducted our audit in accordance with the EU

Regulation N° 537/2014, the Law of 23 July 2016 on the

audit profession (“Law of 23 July 2016”) and with

International Standards on Auditing (“ISAs”) as adopted for

Luxembourg by the “Commission de Surveillance du

Secteur Financier” (“CSSF”). Our responsibilities under

the EU regulation No 537/2014, the Law of 23 July 2016

and ISAs as adopted for Luxembourg by the CSSF are

further described in the « Responsibilities of the “réviseur

d’entreprises agréé” for the audit of the consolidated

financial statements » section of our report. We are also

independent of the Group in accordance with the

International Code of Ethics for Professional Accountants,

including International Independence Standards, issued by

the International Ethics Standards Board for Accountants

(IESBA Code) as adopted for Luxembourg by the CSSF

together with the ethical requirements that are relevant to

our audit of the consolidated financial statements, and

have fulfilled our other ethical responsibilities under those

ethical requirements.

We believe that the audit evidence we have obtained is

sufficient and appropriate to provide a basis for our

opinion.

Key audit matters

Key audit matters are those matters that, in our

professional judgment, were of most significance in our

audit of the consolidated financial statements of the

current period. These matters were addressed in the

context of the audit of the consolidated financial

statements as a whole, and in forming our opinion

thereon, and we do not provide a separate opinion on

these matters.

Valuation of goodwill and other intangible assets

On 31 December 2022, goodwill and other intangible

assets amount to EUR 56 million and EUR 118 million

respectively (representing 8% and 17% of total assets).

These fixed assets are detailed in notes 14.1 and 14.2.

These fixed assets are tested as soon as there is an

indication of a possible impairment and on the first

consolidation of a newly acquired subsidiary. In addition,

the impairment test is performed at the end of each

financial period.

For the purposes of these impairment tests, the assets are

gathered into Cash Generating Units ("CGUs"). CGUs are

based on geographical areas and as at 31 December

2022 the Group recognized seven CGUs.

The Group values assets and liabilities acquired during a

business combination at their acquisition-date fair value,

which includes the valuation of customer relationships.

We considered the determination of the value-in-use of

these assets to be a key audit matter given their

importance in the Group's accounts and as the

determination of their value-in-use, based on discounted

cash flow forecasts, requires the use of assumptions and

estimates that depend on management’s judgment.


Solutions30 \| 2022 Annual Report		188

PKF Audit & Conseil Sàrl

Cabinet de révision agréé - RC B222994

37,rue d’Anvers L-1130 Luxembourg

+352 28 80 12

PKF Audit & Conseil is a member firm of the PKF International Limited family of legally independent firms and does not accept any

responsibility or liability for the actions or inactions of any individual member or correspondent firm or firms.

How our audit addressed the key audit matter

Our work included the following procedures:

•Assess the appropriateness of management's

approach to determine CGU for which goodwill and

other intangible assets are tested by the Group;

•Obtain the value-in-use model, verify its mathematical

accuracy, compare the value-in-use with the carrying

amount and review the computation of the impairment

tests performed by an external expert;

•Assess the consistency of the business planning

process for each CGU and analyze the consistency of

projections and assumptions made by management

for these plans by comparing them with previous plans

and comparing the latter with actual results for the

years concerned;

•Assess the reasonableness of the discount rates

applied to the estimated cash flows by reviewing, in

particular, whether the weighted average cost of

capital elements for each CGU are consistent with

market rates;

•Evaluate the results of the sensitivity analyses on

discount rates and long-term growth rates and review

the accuracy of the information given in notes 14.1 and

14.2.

Recognition of deferred taxes relating to tax losses

carried forward

As of December 31, 2022, an amount of EUR 15.9 million

was recognized in the consolidated financial statements

as deferred tax assets relating to tax losses carried

forward.

As indicated in note 17.3 "Loss carryforwards" to the

consolidated financial statements, deferred tax assets

relating to loss carryforwards are recognized to the extent

that it is probable that a future taxable profit will make it

possible to recover them, the recoverability being

assessed in particular with regard to a business plan used

for the impairment tests.

We considered the recognition of deferred tax assets

relating to tax loss carryforwards to be a key audit matter

given the significant degree of judgment regarding the

ability of the Group's entities to achieve the results set out

in the business plan.

How our audit responded to this key point

We assessed the probability of recoverability of deferred

tax assets.

Our work mainly consisted of:

•Assess the appropriateness of the methodology used

by management to identify the tax loss carryforwards

that the Group intends to utilize;

•Assess the process for developing and approving the

business plan justifying the ability of each entity to

generate future taxable profits to utilize tax loss

carryforwards;

•Analyze the length of the forecast periods retained by

management to utilize tax loss carryforwards;

•Assess the reasonableness of the assumptions made

by management in the business plan prepared for

each tax entity, by comparing with the business plans

prepared for the valuation of goodwill and other

intangible assets described in the key audit matter

above;

•Assess the appropriateness of the information

presented in note 17 "Income tax”.

Other information

The Management Board is responsible for the other

information which is approved by the Supervisory Board.

The other information comprises the information stated in

the management report and the corporate governance

statement but does not include the consolidated financial

statements and our report of the “réviseur d’entreprises

agréé” thereon.

Our opinion on the consolidated financial statements does

not cover the other information and we do not express any

form of assurance conclusion thereon.

In connection with our audit of the consolidated financial

statements, our responsibility is to read the other

information and, in doing so, consider whether the other

information is materially inconsistent with the consolidated

financial statements, or our knowledge obtained in the

audit or otherwise appears to be materially misstated. If,

based on the work we have performed, we conclude that

there is a material misstatement of this other information,

we are required to report this fact. We have nothing to

report in this regard.

Responsibilities of the Management Board and those

charged with governance for the consolidated

financial statements

The Management Board is responsible for the preparation

and fair presentation of the consolidated financial

statements in accordance with IFRS as adopted by the

European Union, and for such internal control as the

Management Board determines is necessary to enable the

preparation of consolidated financial statements that are

free from material misstatement, whether due to fraud or

error.

In preparing the consolidated financial statements, the

Management Board is responsible for assessing the

Group’s ability to continue as a going concern, disclosing,

as applicable, matters related to going concern and using

the going concern basis of accounting unless the

Management Board either intends to liquidate the Group

or to cease operations or has no realistic alternative but to

do so.

Those charged with governance are responsible for

overseeing the Group’s financial reporting process.

The Management Board is responsible for presenting and

marking up the consolidated financial statements in

compliance with the requirements set out in the Delegated

Regulation 2019/815 on European Single Electronic

Format (“ESEF Regulation”).


Solutions30 \| 2022 Annual Report		189

PKF Audit & Conseil

Responsibilities of the “réviseur d’entreprises agréé”

for the audit of the consolidated financial statements

The objectives of our audit are to obtain reasonable

assurance about whether the consolidated financial

statements as a whole are free from material

misstatement, whether due to fraud or error, and to issue a

report of the “réviseur d’entreprises agréé” that includes

our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted

in accordance with the EU Regulation N° 537/2014, the

Law of 23 July 2016 and with ISAs as adopted for

Luxembourg by the CSSF will always detect a material

misstatement when it exists. Misstatements can arise from

fraud or error and are considered material if, individually or

in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the

basis of these consolidated financial statements.

As part of an audit in accordance with the EU Regulation

N° 537/2014, the Law of 23 July 2016 and with ISAs as

adopted for Luxembourg by the CSSF, we exercise

professional judgment and maintain professional

skepticism throughout the audit. We also:

•Identify and assess the risks of material misstatement

of the consolidated financial statements, whether due

to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence

that is sufficient and appropriate to provide a basis for

our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for

one resulting from error, as fraud may involve

collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control;

•Obtain an understanding of internal control relevant to

the audit in order to design audit procedures that are

appropriate in the circumstances, but not for the

purpose of expressing an opinion on the effectiveness

of the Group’s internal control;

•Evaluate the appropriateness of accounting policies

used and the reasonableness of accounting estimates

and related disclosures made by the Management

Board;

•Conclude on the appropriateness of the Management

Board’s use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a

material uncertainty exists related to events or

conditions that may cast significant doubt on the

Group’s ability to continue as a going concern. If we

conclude that a material uncertainty exists, we are

required to draw the attention of the readers of our

report to the information provided in the consolidated

financial statements or, if such disclosures are

inadequate, to modify our opinion. Our conclusions are

based on the audit evidence obtained up to the date of

our report of the “réviseur d’entreprises agréé”.

However, future events or conditions may cause the

Group to cease to continue as a going concern;

•Evaluate the overall presentation, structure and

content of the consolidated financial statements,

including the disclosures, and whether the

consolidated financial statements represent the

underlying transactions and events in a manner that

achieves fair presentation;

•Obtain sufficient appropriate audit evidence regarding

the financial information of the entities and activities

within the Group to express an opinion on the

consolidated financial statements. We are responsible

for the direction, supervision and performance of the

Group audit. We remain solely responsible for our

audit opinion.

Our responsibility is to obtain sufficient appropriate

evidence to conclude that the format and mark-up of the

digital consolidated financial statements comply, in all

material respects, with the requirements set out in the

ESEF Regulation

We communicate with those charged with governance

regarding, among other matters, the planned scope and

timing of the audit and significant audit findings, including

any significant deficiencies in internal control that we

identify during our audit.

We also provide those charged with governance with a

statement that we have complied with relevant ethical

requirements regarding independence and communicate

to them all relationships and other matters that may

reasonably be thought to bear on our independence, and

where applicable, related safeguards or actions taken to

eliminate threats or safeguards applied.

From the matters communicated with those charged with

governance, we determine those matters that were of

most significance in the audit of the consolidated financial

statements of the current period and are therefore the key

audit matters. We describe these matters in our report

unless law or regulation precludes public disclosure about

the matter.

Report on other legal and regulatory requirements

We have been appointed as “réviseur d’entreprises agréé”

by the General Meeting of Shareholders on 16 June 2022

and the duration of our uninterrupted engagement,

including previous renewals and reappointments, is two

years.

The management report is consistent with the

consolidated financial statements and has been prepared

in accordance with applicable legal requirements.

The corporate governance statement is included in the

management report. The information required by Article

68ter paragraph (1) letters c) and d) of the law of 19

December 2002 on the commercial and companies

accounts of undertakings, as amended is consistent with

the consolidated financial statements and has been

prepared in accordance with applicable legal

requirements.

We have checked the compliance of the consolidated

financial statement of the Group as at 31 December 2022

with relevant requirements set out in the ESEF Regulation


Solutions30 \| 2022 Annual Report		190

PKF Audit & Conseil

that are applicable to the consolidated financial

statements.

For the Group it relates to:

•The consolidated financial statements are prepared in

a valid XHTML format;

•The XBRL markup of the consolidated financial

statements uses the core taxonomy and the common

rules on markups specified in the ESEF Regulation.

In our opinion, the consolidated financial statements of the

Group as at 31 December 2022, identified as

«solutions30-2022-12-31-fr.zip» have been prepared, in all

material respects, in compliance with the requirements laid

down in the ESEF Regulation.

We confirm that the audit opinion is consistent with the

additional report to those charged with governance.

We confirm that the prohibited non-audit services referred

to in the EU Regulation No 537/2014 were not provided

and that we remained independent of the Group in

conducting the audit.

Luxembourg, 20 April 2023

PKF Audit & Conseil Sàrl

Cabinet de révision agréé

Jean Medernach


Solutions30 \| 2022 Annual Report		191

This is a translation into English of the independent auditor’s report on consolidated financial statements issued in French.

PKF Audit & Conseil


7.1	General information concerning the company	193
7.2	Memorandums and Articles of Association	194
7.3	Share capital	196
7.4	Shareholder structure	198
7.5	Stock market listing	199
7.6	Financial communication	200
7.7	Person responsible for the document	201


Solutions30 \| 2022 Annual Report		192

// SHAREHOLDER STRUCTURE AND

ADDITIONAL INFORMATION

7. SHAREHOLDER STRUCTURE AND

ADDITIONAL INFORMATION

7.1 General information concerning the company

7.1.1 Corporate name and trade name

Solutions30 SE

7.1.2 Location, registration number, and legal entity

identifier

The company is a European company (SE) established in

Luxembourg on August 1, 2013, and incorporated with the

Trade and Companies Register in Luxembourg under the

number B 179.097.

Its LEI number is 2221003G8BRH3CPABK72.

7.1.3 Date of incorporation and duration (Article 3 of

the Articles of Association)

The company was incorporated on October 22, 2003, for

an unlimited period of time in accordance with Article 3 of

the company’s articles of association, which states, in its

English version, that:

“3.1 The Company is established for an unlimited period of

time.

3.2 The Company may be dissolved, at any time with or

without cause, by a resolution of the general meeting of

shareholder(s) of the Company adopted in the manner

required for the amendment of the Articles, in accordance

with article 18 of these Articles.”

7.1.4 Other information

•Registered office, legal form, country of origin, address

and telephone number of its registered office, and

website

The company was incorporated in France in the form of a

limited liability company by private agreement at La

Garenne Colombes on October 22, 2003, and was

registered with the Paris Trade and Companies Register

(RCS) under identification number 450 689 625.

It was transformed into a société anonyme (French public

limited company) with a management board and a

supervisory board following the decision of the partners

during the extraordinary general meeting on May 26,

2005.

The company was subsequently transferred as a

European company (SE) to Luxembourg on August 1,

2013, and incorporated with the Trade and Companies

The registered office is located at 3, rue de la Reine

L-2418 Luxembourg.

•Legislation governing the company’s activities

Solutions30 is a European company under Luxembourg

law, governed under the SE Regulation, the Law of 1915,

and its own Articles of Association.

•Fiscal year

The fiscal year begins on January 1st and ends on

December 31st.

•Publicly available documents and website

Legal documents regarding the company may be

consulted at the registered office (3, rue de la Reine,

L-2418 Luxembourg).

Regulated information, whether permanent, periodic or

occasional, may be consulted on the company’s website:

www.solutions30.com, “Investors” section.


Solutions30 \| 2022 Annual Report		193

7.2 Memorandums and Articles of Association

7.2.1 Corporate purpose of Solutions30

Article 4 of Solutions30’s Articles of Association:

« 4.1 The corporate object of the Company is :

4.1.1 the trading of electronic products used by private

individuals and professionals, under all its forms as well as

all ancillary or related activities, delivery, installation,

troubleshooting, training;

4.1.2 the creation, design and marketing of websites ;

4.1.3 all services related to micro-communicating

office automation and multimedia;

4.1.4 the creation, acquisition, exchange, purchase,

sale, operation of any goodwill related to the above

activity or to similar or complementary activities, and

that any participation or acquisition of interests in

activities of the same nature through contributions,

share subscriptions, acquisitions of business assets,

mergers, purchases of securities or otherwise;

4.1.5 and more generally all operations of any nature

whatsoever, legal, economic and financial, civil and

commercial, relating to the above-mentioned object or

to any other similar or related object, likely to directly

or indirectly promote the aim pursued by the

Company, its extension or its development.

4.2 In addition to the above, the company, in order to

legitimately achieve its corporate purpose, may:

4.2.1 create, acquire, sell, exchange, take or lease,

with or without a commitment to sale, manage and

operate, directly or indirectly, all establishments and

premises, all movable and material objects;

4.2.2 obtain or acquire all patents, licenses,

processes and trademarks, exploit them, transfer or

contribute, grant all operating licenses in any country

concerning these activities;

4.2.3 participate, by any means, directly or indirectly,

in any transactions that may relate to its corporate

purpose by way of the creation of new companies,

contributions, subscriptions or purchases of securities

or corporate rights, mergers or otherwise, the

creation, acquisition, leasing or management of any

business;

4.2.4 act, directly or indirectly, on its own behalf or on

behalf of third parties, either alone or in association,

participation or company, with any other company or

natural or legal person and carry out, directly or

indirectly, in the Grand-Duchy of Luxembourg or

abroad in any form whatsoever the transactions falling

within its corporate object.

4.3 The Company may borrow money in any form or

obtain credit facility and raise funds through, including

but not limited to, the issue of bonds, notes,

promissory notes, certificates and other debts or

equity instruments, convertible or not, or the use of

financial derivatives or otherwise; and enter into any

guarantee, pledge or any other form of security,

whether by personal covenant or by mortgage or

charge upon all or part of the undertaking, property

assets (present or future) or by all or any of such

methods, for the performance of any contracts or

obligations of the Company.

4.4 In addition to the foregoing, the Company may realize

its corporate object either directly or through the

creation of companies, the acquisition, holding or

acquisition of interests in any other companies,

partnerships, memberships in associations, consortia

and joint ventures.

4.5 In general, the Company’s corporate object comprises

the participation, in any form whatsoever, in

companies and partnerships, and the acquisition by

purchase, subscription or in any other manner as well

as transfer by sale, exchange or in any other manners

of shares, bonds, debt securities, warrants and other

securities and instruments of any kind.

4.6 It may grant assistance to any affiliated company and

take any measure for the control and supervision of

such companies.

4.7 It may carry out all legal, commercial, technical and

financial transactions and, in general, all transactions

which are necessary or useful to fulfil its corporate

object as well as transactions directly or indirectly

connected with the areas described above in order to

facilitate the accomplishment of its corporate object in

all areas described above.”

7.2.2 Classes of shares

The shares will be registered or bearer shares. However,

shares must remain registered until they are fully paid up.

7.2.3 Conditions that may defer, delay, or prevent a

change of control

The company’s articles of association do not contain any

provisions enabling a change of control to be delayed,

deferred or prevented.

7.2.4 General Meetings

•Notice and place of meeting

General meetings shall be convened under the conditions,

in the form and within the time limits provided for by Law

1915 and the Law of May 24, 2011, on the exercise of

certain rights of shareholders in general meetings of listed

companies and transposing Directive 2007/36/EC of the

European Parliament and of the Council of July 11, 2007,

on the exercise of certain rights of shareholders of listed


Solutions30 \| 2022 Annual Report		194

companies (the Law 2011). They are held at the

company’s registered office in the Grand-Duchy of

Luxembourg or at any other location in the Grand-Duchy

of Luxembourg as specified in the notice of meeting.

Notices of general meetings shall be made by means of

announcements inserted in the Luxembourg Trade and

Companies Register and published at least thirty (30) days

before the general meeting in the Recueil électronique des

sociétés et associations (RESA) and in a Luxembourg

newspaper, as well as in a medium which can reasonably

be expected to disseminate information effectively to the

public throughout the European Economic Area and which

is accessible rapidly and in a non-discriminatory manner.

Notices of all general meetings of shareholders shall

contain the information required by Law 2011.

Notices of meeting shall be sent, in accordance with the

above-mentioned notice periods, to the shareholders in

name. Such communication shall be made by registered

letter unless the addressees have individually, expressly

and in writing, agreed to receive the notice of meeting by

another means of communication, without it being

necessary to prove that this formality has been complied

with.

A press release containing the date, time, and place of the

general meeting—as well as the procedures for the

provision of preparatory documents for the general

meeting—is effectively and fully distributed and published

on the company’s website. The notice of meeting detailing

the agenda is also made available on the company’s

website.

•Agenda

The agenda for all general meetings is included in the

notices of meeting; it is set by the author of the notice.

One or more shareholders, together holding at least five

(5) percent of the company’s share capital, may request

the inclusion of items or draft resolutions on the agenda.

The request referred to above shall be accompanied by a

justification or a draft resolution to be adopted at the

general meeting and must reach the company in writing,

by post or electronically, no later than the twenty-second

(22nd) day before the date of the general meeting.

The general meeting may not deliberate on a question that

is not on the agenda, except in exceptional circumstances

in the event of an emergency that could jeopardize the

company and that would therefore necessitate that a

decision be made immediately.

If the general meeting is reconvened for lack of a quorum

at the first meeting, notice of the reconvened meeting

must be published at least seventeen (17) days before the

date of the meeting, provided that the first meeting

satisfied the requirements set out in the Law of 2011 and

no new business was added to the agenda.

•Access to general meetings

In accordance with legal and statutory provisions, all

shareholders have the right to participate in general

meetings and deliberations in person or by proxy,

regardless of the number of shares they hold, upon simply

presenting proof of identity, provided that their shares are

paid up and have been registered in their name or in the

name of the intermediary registered on their behalf on the

record date (as defined below). In accordance with the

company’s articles of association, the record date for the

general meeting is the fourteenth (14th) day at midnight

(12:00 am Luxembourg time) preceding the date of the

general meeting (the record date). Shareholders must

inform the company of their intention to participate in the

general meeting in writing, by mail or electronically, at the

postal or electronic address indicated in the notice of

meeting, no later than the date set by the management

board, which cannot be earlier than the record date

indicated in the notice of meeting.

The documents to be presented to the shareholders in the

context of a general meeting are made available on the

company’s website from the date of the first publication of

the notice of the general meeting in accordance with

Luxembourg law.

Any shareholder entitled to attend the general meeting

may be represented by another shareholder, his or her

spouse, or any other person of his or her choosing. The

power of attorney must contain the instructions and

information set out in Law 1915. In the event that the

principal fails to appoint a proxy, the power of attorney in

question shall not be taken into account. The written

power of attorney may be sent by fax, e-mail or any other

means of communication.

Any shareholder may vote by mail via a form that he or

she can have sent upon written request—containing proof

of his or her status as a shareholder on the record date

and the number of shares held—addressed to the

company. Shareholders may only use the voting forms

provided by the company.

•Quorum and deliberations

Unless otherwise stipulated in SE regulations, the Law

1915, or the articles of association, decisions made at a

duly convened annual general meeting of shareholders

shall not require a quorum and shall be made by a simple

majority of the votes cast regardless of the portion of

share capital represented. Abstentions and invalid votes

will not be counted.

On the contrary, any extraordinary general meeting may

validly deliberate only if at least half of the share capital is

represented. At a second meeting in the event that the

quorum requirement is not met at the first meeting, no

quorum is required. In both cases, decisions are made by

a two-thirds majority of the votes cast, with the

understanding that the votes cast do not include those

attached to shares for which the shareholder did not take

part in the vote, abstained, or cast a blank or invalid vote.

•Conduct of general meetings and minutes

At least one general meeting must be held each year. The

company’s annual general meeting of shareholders is held

within six (6) months of the end of the fiscal year.


Solutions30 \| 2022 Annual Report		195

A board is formed at every general meeting, consisting of

a chairperson, who is chairperson of the management

board, as well as a secretary and a scrutineer, neither of

whom need to be shareholders or members of the

management board. In particular, the general meeting

board shall ensure that the meeting is held in compliance

with applicable laws and, specifically, in accordance with

the rules on convening meetings, majority, tallying votes,

and shareholder representation.

An attendance list will be drawn up at every general

meeting of shareholders.

The board of the general meeting of shareholders takes

the minutes of the general meeting, which are signed by

the members of the general meeting board and by any

shareholder who requests to do so.

Any copy or extract of the original minutes to be produced

in the context of legal proceedings or for the benefit of any

third party shall be certified as a true copy of the original

by the notary holding the notarial deed in trust, if the

general meeting was recorded in notarial form; by the

chairperson of the

Company’s management board, if necessary; by two

members of the management board; or, lastly, by the

person to whom day-to-day management has been

delegated.

7.2.5 Crossing thresholds and identifying

shareholders

As of the writing of this report, the company is subject to

the provisions of the Euronext Market Rules and the

January 11, 2008 Law on Transparency Requirements for

Issuers of Securities, as amended (The Transparency

Act).

In addition to disclosing when thresholds expressly set out

in the applicable rules are crossed, in accordance with the

articles of association, any natural person or legal entity

coming to hold, directly or indirectly, alone or in concert,

five (5) percent, ten (10) percent, fifteen (15) percent,

twenty (20) percent, twenty-five (25) percent, thirty-three

and one-third (33 1/3) percent, fifty (50) percent, sixty-six

and two-thirds (66 2/3) percent of the voting rights must

notify the company of the total number of voting rights that

are held, directly or indirectly, alone or in concert.

Voting rights must be calculated on the basis of all shares,

including depositary receipts, to which voting rights are

attached, even if the exercise of such rights is suspended.

Moreover, this information is also provided for all shares,

including depository receipts.

The notification to the company must be made promptly

and at the latest within four (4) trading days following the

date on which the shareholder, or the natural person or

legal entity, (i) becomes aware of the acquisition or

disposal, or of the possibility of exercising the voting

rights, or on which he/she should have become aware of

such acquisition or disposal, taking into account the

circumstances, regardless of the date on which the

acquisition (ii) is informed of the crossing of one of the

above-mentioned thresholds, following events that modify

the distribution of voting rights, and on the basis of the

information disclosed pursuant to article 14 of the

Transparency Law.

7.3 Share capital

7.3.1 Amount of subscribed capital

The share capital of Solutions30 is set at 13,658,817.96

euros and is divided into 107,127,984 shares with a par

value of €0.1275 each—all in the same class and fully

paid up.

No unpaid shares have been issued.

7.3.2 Shares not representing share capital

There are no shares that do not represent share capital.

7.3.3 Liquidity contract

At December 31, 2022, the company had a liquidity

contract covering 109,024 shares, or 0.10% of the

company’s share capital.

7.3.4 Share buyback program

•Description of the buyback program

The general meeting held on May 27, 2019, granted the

company’s management board authorization to buy back

shares for a maximum period of five (5) years.

The maximum number of shares that can be acquired by

the company shall not exceed a maximum total of three

million (3,000,000) shares. In any event, the maximum

number of treasury shares that the company may hold at

any time, directly or indirectly, shall not cause its net

assets to fall below the amount indicated in paragraphs (1)

and (2) of Article 461-2 of Luxembourg Law 1915. The

buyback may be allocated to net income for the fiscal

period or to non-distributable reserves or share premium.

The company’s shares may be sold or, by a decision of

the company’s extraordinary general meeting, canceled at

a later date, subject to applicable legal or regulatory

provisions.

The maximum purchase price per share of the company,

payable in cash, shall not exceed twenty-eight (28.00)

euros or be less than one (1.00) euro.

These acquisitions and disposals may be carried out so as

to deliver company shares in exchange or as payment as

part of external acquisitions in general and to rebuild the

company’s portfolio of treasury shares.


Solutions30 \| 2022 Annual Report		196

•Liquidity contract

Solutions30 signed a liquidity contract with Exane BNP

Paribas on March 25, 2019, in accordance with the Amafi

charter with effect from April 1, 2019.

At December 31, 2022, the following resources were

included in the liquidity account: 109,024 shares and

€16,833. The information corresponding to the semiannual

review of the liquidity contract is available on the

company’s website in the “Regulated information” section.

7.3.5 Conditions governing all rights to purchase, all

obligations attached to authorized (but unissued)

capital, and all undertakings aiming to increase the

capital

Article 5 of Solutions30’s Articles of Association:

“5.1 The subscribed share capital is set up at thirteen

million six hundred fifty-eight thousand eight hundred

seventeen euro and ninety-six cents (EUR 13,658,817.96)

divided into one hundred and seven million one hundred

twenty-seven thousand nine hundred eighty-four

(107,127,984) shares with a nominal value of zero point

one thousand two hundred seventy-five cents euro (EUR

0.1275) each (the Shares).

5.2 The authorised share capital of the company,

excluding the subscribed share capital, is set at two million

forty-eight thousand eight hundred and twenty-two euro

and sixty-eight cents (EUR 2,048,822.68) divided into

sixteen million sixty-nine thousand one hundred and

ninety-seven (16,069,197) shares with a nominal value of

zero point one thousand two hundred seventy-five cents

euro (EUR 0.1275) each.

5.3 The subscribed share capital and the authorised share

capital of the Company may be increased or reduced by a

resolution of the general meeting of shareholder(s) of the

Company adopted in the manner required for the

amendment of the Articles, in accordance with article 18 of

these Articles.

5.4 Subject to the Law, each shareholder have a

preferential subscription right in the event of the issue of

new shares in return for contributions in cash; such

preferential subscription right shall be proportional to the

fraction of the share capital represented by the shares

held by each individual shareholder. The right to subscribe

the shares may be exercised within a period determined

by the management board (directoire) which, unless

applicable law provides otherwise, may not be less than

fourteen (14) days from the publication of the offer in

accordance with applicable law. The management board

(directoire) may decide (i) that shares corresponding to the

preferential subscription rights which remain unexercised

at the end of the subscription period may be subscribed to

by or placed with such person or persons as determined

by the management board (directoire), or (ii) that such

unexercised preferential subscription rights may be

exercised in priority in proportion to the share capital

represented by their shares, by the existing shareholders

who already exercised their rights in full during the

preferential subscription period. In each case, the terms of

the subscription by or placement with such person or the

subscription terms of the existing shareholders shall be

determined by the management board (directoire).

5.5 The preferential subscription right may be limited or

cancelled by a resolution of the general meeting of

shareholder(s) of the Company adopted in the manner

required for the amendment of the Articles, in accordance

with article 18 of these Articles.

5.6 The preferential subscription right may also be limited

or cancelled by the management board (directoire) (i) in

the event that the general meeting of shareholders

delegates, under the conditions required for the

amendment of the Articles, in accordance with article 18 of

these Articles, to the management board (directoire) the

power to issue shares and to limit or cancel the

preferential subscription right for a period of no more than

five (5) years set by the general meeting of shareholders,

as well as (ii) pursuant to the authorisation conferred by

article 5.7 of the present Articles.

5.7 The management board is authorised, during a period

starting on the day of the general meeting of shareholders

held on July 27, 2021 and ending on the fifth anniversary

of the date of publication in the Luxembourg legal gazette

(Recueil Electronique des Sociétés et Association) (RESA)

of the minutes of such general meeting, without prejudice

to any renewals, to increase the issued share capital on

one or more occasions within the limits of the authorised

share capital as per article 5.2 of these Articles.

5.8 The management board (directoire) is authorised to

determine the conditions of any authorised share capital

increase including through contributions in cash or in kind,

by the incorporation of reserves, issue premiums or

retained earnings, with or without the issue of new shares,

or following the issue and the exercise of subordinated or

non-subordinated bonds, convertible into or repayable by

or exchangeable for shares (whether provided in the terms

at issue or subsequently provided), or following, the issue

of bonds with warrants or other rights to subscribe for

shares attached, or through the issue of stand-alone

warrants or any other instrument carrying an entitlement

to, or the right to subscribe for, shares.

5.9 The management board (directoire) is authorised to

set the subscription price, with or without issue premium,

the date from which the shares or other financial

instruments will carry beneficial rights and, if applicable,

the duration, amortisation, other rights (including early

repayment), interest rates, conversion rates and

exchanges rates of the aforesaid financial instruments as

well as all the other terms and conditions of such financial

instruments, including as to their subscription, issue and

payment, for which the management board (directoire)

may make use of article 420-23 paragraph 3 of the Law.

5.10 The management board (directoire) is allowed to limit

or cancel the preferential subscription rights of existing

shareholders.

5.11 The management board (directoire) is authorised,

subject to performance criteria, to allocate existing shares

or new shares issued under the authorised share capital

free of charge, to employees and corporate officers

(including management board members) of the Company

and of companies of which at least ten (10) percent of the


Solutions30 \| 2022 Annual Report		197

share capital or voting rights is directly or indirectly held by

the Company.

5.12 The terms and conditions of such allocations are to

be determined by the management board (directoire).

5.13 Upon implementation of a complete or partial

authorised share capital increase as per the foregoing

provisions, article 5 of the present Articles shall be

amended accordingly to reflect such increase.

5.14 The management board (directoire) is expressly

authorised to delegate to any natural or legal person to

organise the market in subscription rights, accept

subscriptions, conversions or exchanges, receive payment

for the price of shares, bonds, subscription rights or other

financial instruments, to have registered increases of

share capital carried out as well as the corresponding

amendments to article 5 of the present Articles, the

amount of which the authorisation to increase the share

capital has actually been used and, where appropriate, the

amounts of any such increase that are reserved for

financial instruments which may carry an entitlement to

shares.”

7.3.6 Capital subject to an option or a conditional or

unconditional agreement to place it under option

The share capital of Solutions30 is not subject to any

option or any conditional or unconditional agreement to

place it under option.

7.3.7 Share capital history

In 2022, the number of shares comprising the share

capital of Solutions30 did not change.

7.4 Shareholder structure

7.4.1 Ownership of capital and voting rights at December 31, 2022


	Capital		Voting rights
As a %	Number	%	Number	%
GIAS International	17,323,240	16.2%	17,323,240	16.2%
Key shareholders identified	17,323,240	16.2%	17,323,240	16.2%
Other shareholders	89,695,720	83.7%	89,695,720	83.8%
Treasury shares	109,024	0.1%	—%	—%
Total	107,127,984	100.0%	107,018,960	100%

7.4.2 Changes in shareholder structure over the last three years

The changes in Solutions30 group’s shareholder structure

are summarized below:

Breakdown of share capital and voting rights (no multiple

voting rights) – As a %:


As a %	December 2020	December 2021	December 2022
GIAS International	16.2%	16.2%	16.2%
Swedbank Robur Fonder AB	5.3%	6.5%	NC
Comgest	5.5%	—%	-
Other shareholders	73.0%	77.3%	83.8%
Total	100.0%	100.0%	100.0%

These positions correspond to the information that is to

the best of the company’s knowledge, notably in

connection with the organization of each of the annual

general meetings of shareholders for the fiscal years

ended 2019 and 2020, and in the context of notifications of

significant shareholdings.

It is specified that:

•GIAS International currently holds all Solutions30

shares that are, in fact, held indirectly by Gianbeppi

Fortis.

•Barclays Capital declared that it had crossed the 5%

capital threshold in February 2022 and fell below the

same threshold in April 2022.


Solutions30 \| 2022 Annual Report		198

•Swedbank declared that it had fallen below the

threshold of 5% of the company’s capital in November

2022.

To the best of the company’s knowledge, no other

shareholder besides GIAS International holds, alone or in

concert, more than 5% of the company’s share capital or

voting rights. Likewise, with the exception of the principal

shareholders mentioned above, no other person has

significant holdings as defined by Article 8 or Article 9 of

the Luxembourg Law of January 11, 2008, on

transparency requirements for issuers of securities.

All the shares comprising the company’s share capital are

free from any pledge.

7.4.3 Different voting rights

There is only one class of shares—all common shares—

that, as such, has the same rights and obligations. There

are no multiple voting rights applicable to the shares

issued.

7.4.4 Ownership or control of Solutions30

Solutions30 is not controlled by any major shareholder.

7.4.5 Agreement that may lead to a change of control

As of the date of this document and to the best of the

company’s knowledge, no agreement exists which, if

implemented, could lead to a change of its control at a

future date.

7.5. Stock market listing

As of the date of this annual report, the Solutions30 share

(ISIN: FR0013379484, Ticker: S30, Reuters: S30.PA,

Bloomberg: S30:FP) is listed on Euronext Paris and has

been since July 23, 2020. The company was previously

listed on Euronext Growth since June 10, 2010. It is

eligible for deferred settlement service (SRD) and French

stock savings plans (PEA).

The Euronext Paris Expert Indices Committee decided to

add Solutions30 to the SBF 120 Index, as of market close

on September 18, 2020. Solutions30 shares are also listed

on the CAC Mid 60, NEXT 150, CAC PME, CAC

Technology, and MSCI Europe ex-UK Small Cap indexes.

It is part of ICB sector 9533, “Computer Services.”.

7.5.1 Monthly change in market share price


2021	Price + high (in euros)	Price + low (in euros)	Closing price (in euros)	Transactions in number of shares	Transactions in capital	Number of sessions

January	7,37 €	6,02 €	6,94 €	22,030,795	145 550 490 €	21
February	7,91 €	6,37 €	7,91 €	26,600,527	187 352 408 €	20
March	8,05 €	6,14 €	7,41 €	29,869,947	219 409 507 €	23
April	7,95 €	5,29 €	5,57 €	24,000,650	151 826 223 €	19
May	5,74 €	5,19 €	5,47 €	15,066,657	82 090 512 €	22
June	5,41 €	3,59 €	3,59 €	18,222,991	76 553 753 €	22
July	3,57 €	3,15 €	3,30 €	16,068,982	54 277 368 €	21
August	3,65 €	2,91 €	2,92 €	17,449,420	58 141 947 €	23
September	3,09 €	1,92 €	2,12 €	22,688,183	55 326 872 €	22
October	2,37 €	1,93 €	1,95 €	21,698,255	46 295 153 €	21
November	2,17 €	1,75 €	1,75 €	24,623,300	46 854 366 €	22
December	1,94 €	1,62 €	1,71 €	22,245,190	39 640 293 €	21


Solutions30 \| 2022 Annual Report		199

7.5.2 Change in the stock price from 01/01/2021 to 02/28/2023

7.6 Financial communication

7.6.1 Financial Communication Policy

Listed since 2005, initially on Euronext Access, then on

Euronext Growth, and today on Euronext Paris,

Compartment B, the Solutions30 SE group has a financial

communication policy that complies with applicable laws

and regulations, as well as market practices

commensurate with its size.

The production of financial information for external

communication is rigorously controlled by the departments

responsible for preparing it. In addition to these controls,

there are two bodies whose mission is to verify the quality

of the financial statements:

•The Audit, Risk and Compliance Committee which

reports to the Supervisory Board

•The Authorized Auditor

The group is committed to maintaining a long-term

relationship of trust with all its shareholders, as well as

with all other members of the financial community.

Throughout the year, Solutions30’s executives and

investor relations department act as an interface between

the group and the financial community (institutional

investors, including socially responsible investors, financial

analysts, and individual shareholders). Members of the

management board are available to meet with interested

investors, and every effort is made to answer the latter’s

questions and process their requests as quickly as

possible and in compliance with market practices and

applicable rules.

Through its communication, Solutions30 intends to provide

clear, precise, and transparent information, aiming to keep

the market informed of the group’s strategy, its positioning,

its results, and its objectives.

The Investor Relations section of the group’s website is

the cornerstone of its communication strategy and a

database of the group’s financial and regulated

communications. It includes all public disclosures, all the

group’s press releases, including annual, half-yearly, and

quarterly revenue and earnings reports, all meeting

presentation materials and transmissions, regulated

information, annual and half-yearly financial reports, and

preparatory documents for general meetings. During the

year, Solutions30 also set up a dedicated unit for its

individual shareholders, with a dedicated telephone line

and e-mail address, as well as a newsletter. Finally, the

group communicates its financial and strategic news on

the main social networks throughout the year.

Earnings releases coincide with conference calls or

webcasts during which senior executives present the

results of the past period and the group’s outlook, and

answer questions from investors and analysts. The group

also participates in conferences, roadshows, site visits,

and investor meetings throughout the year, mainly in

Europe and the United States. Given the public health

context, these meetings were mainly held virtually in 2021

and 2022.


Solutions30 \| 2022 Annual Report		200

7.6.2 Timetable for financial communication in 2023


January 26, 2023	2022 Revenue Report
April 20, 2023	2022 Annual Report
May 10, 2023	2023 Q1 Revenue Report
July 25, 2023	2023 HY Revenue Report
September 21, 2023	2023 HY Earnings Report
November 8, 2023	2023 Q3 Revenue Report
January 24, 2024	2023 Revenue Report

7.6.3 Investor contact

Solutions30 SE, 3 rue de la Reine

L2418 Luxembourg

E-mail for institutional investors:

investor.relations@solutions30.com

E-mail for individual shareholders:

actionnaires@solutions30.com

7.7 Person responsible for the document

7.7.1 Name of the person responsible

Gianbeppi Fortis, CEO and Chairman of the Management

Board, is the person responsible for the information

contained in this annual report.

Gianbeppi Fortis, Chief Executive Officer

3, rue de la Reine L-2418 Luxembourg

7.7.2 Statement by the person responsible

This is a free translation into English of the certification by

the person responsible for the annual financial report and

is provided solely for the convenience of English speaking

users.

“I confirm that, to the best of my knowledge, the financial

statements have been prepared in accordance with

applicable accounting standards and provide a faithful and

honest representation of the assets and liabilities, the

financial situation, and the results of the company and of

all companies within its scope of consolidation, and that

the management report presents a faithful representation

of the business trends, results, and financial position of the

company and of all companies within its scope of

consolidation, as well as a description of the principal risks

and uncertainties that they face.”

Luxembourg, April 20, 2023.

Gianbeppi Fortis, Chief Executive Officer


Solutions30 \| 2022 Annual Report		201


1	Group presentation		18
	1.1.	A history of dynamic and profitable growth	18
	1.2.	The European leader in rapid-response multi- technology services	19
	1.3.	A proven growth strategy with four key pi	29
	1.4.	Competitive position of the company	35
	1.5.	Structurally buoyant markets	35


2	Risk factors and internal control system		47
	2.1.	Company-specific risk factors	47
	2.2.	Insurance	51
	2.3.	Internal control system	52
	2.4.	Governance, Risk and Compliance Project	55


3	Non-financial performance		59
	3.1.	Sustainable development at Solutions30	61
	3.2.	Social aspects	71
	3.3.	Ethical, societal and value chain management issues	78
	3.4.	Environmental policy	83
	3.5.	Methodological note	94


4	Corporate Governance		104
	4.1.	Governance framework	104
	4.2.	Supervisory Board	108
	4.3.	Management Board	122
	4.4.	Remuneration	128


1	Comments on the year		145
	5.1.	Review of the group’s financial position and earnings	145
	5.2.	Trends and outlook	148
	5.3.	Financial indicators not defined by IFRS	148


6	Consolidated Financial Statements		152
	6.1.	Consolidated Financial Statements	152
	6.2.	Notes to the Consolidated Financial	156
	6.3.	Independent authorized auditor's report	188


7.	Shareholder structure and additional information		193
	7.1.	Shareholder structure and additional information	193
	7.2.	Memorandums and Articles of Association	194
	7.3.	Share capital	196
	7.4.	Shareholder structure	198
	7.5.	Stock market listing	199
	7.6.	Financial communication	200
	7.7.	Person responsible for the document	201