H1 2018 results

Presentation for Analysts & Investors

ContentsI. H1 2018 highlights

II. Detailed performance

III. Outlook

IV. Conclusion

H1 2018 results2

01H1 2018 highlights

H1 2018 results3

H1 2018 Performance

Highlights

H1 2018 revenue:

€625m

+11.3% - organic growth of

+5.2%, o/w +4.2% in Q2

Return to strong growth

in France

Organic growth of +4.1%, of

which +2.9% in Q2

International activities

continue to drive

performance

+29.8% - organic growth of

+8,4%, o/w +8.0% in Q2

Sales activity still

sustained (B2B 1.23 in France)

Operating margin up

17% yoy

(+0.2bp as a % of revenue)

Constant transformation

of our portfolio and

delivery

Return to intensive M&A

activity, crowned by

Realdolmen transaction

International activities

now account for around

40% of pro forma

revenue

2020 objectives intact

4H1 2018 results

H1 2018 Performance

Key figures

Revenue Operating margin Net profit/(loss)

H1Reported

H1Organic

H1 2018€m/%

% change H1 2018 % change

France439.3+5.0%

+4.1%16.53.8%

+5.8%+0.1pp

International186.3+29.8%

+8.4%13.17.0%

+34.6%+0.2pp

Group625.5+11.3%

+5.2%29.64.7%

+16.9%+0.2pp

7.3 -12%

5H1 2018 results

H1 2018 Performance

Recovery in France confirmed

6

• Revenue in France rose to €439.3m from €418.5m at 30

June 2017, representing reported and organic growth of

5.0% and 4.1%, respectively.

• +4.4% in Q2, o/w 2.9% on an organic basis, comparable to

Q1 (excluding calendar impact) which benefited from 1

extra working day than the year before.

• Strong performance in Services business on the back of

growth in the activity rate and stable Average Day Rates

(ADR). Major contracts signed with top and mid-market

clients in the industrial and agro-food sectors.

• Consolidation of Business Solutions thanks to more

sustained growth and strong order book.

• Software Business revenue down in H1 due to high basis of

comparison but upturn expected in H2.

• Very intense sales activity in first-half making for 12-month

rolling book-to-bill ratio of 1.23 at 30 June.To

tal re

ven

ue &

gro

wth

Org

an

ic g

row

th

Comments

H1 2018 results

H1 2018 Performance

Operating margin growth in France

7

Op

era

tin

g m

arg

in

Comments

H1 2018 results

2016 2017

H1 H1H2 H2

H1/H

2 s

easo

nal im

pact

ch

an

ge

Slight increase in H1 Operating Margin (+€0.9m and

+10bp yoy) driven by:

• strong growth in Services and better positioning of

Business Solutions

• recruitment trends which remained favourable over the

period with the hiring of 1,144 new employees making

for a net increase of +171 in the total headcount

despite continued pressure in the recruitment market

and high turnover

Despite:

• a weaker performance in the Software division in H1

before expected upturn in H2

• continued investments, notably in Solutions, Digital and

Outsourcing

2018

H1

16.5

25,6 28,7 34,7

42,2 48,0

53,4 49,3

15,6

48,2

16,5

5,5% 5,8% 6,3% 6,7% 7,0% 7,0%

5,9%

3,7%

5,7%

3,8%

2010 2011 2012 2013 2014 2015 2016 H12017

2017 H12018OM (€m) OM (%)

H1 2018 Performance

International business: a key contributor

8

Comments

Revenue of €186.3m (29.8% of Group sales in H1), up 29.8%, of

which +8.4% on an organic basis. Operating margin also rose

sharply to €13.1m, equivalent to 7.0% of revenue (€9.7m and 6.8

% respectively in H1 2017)

• Iberia-LatAm: Revenue of €120.6m, up +9.8%, of which

+7.1% like-for-like. Operating margin narrowed to 6.1% from

6.7% in H1 2017 which benefited from a very high basis of

comparison, notably in Portugal. Operating margin in Spain

up sharply. Strong growth in LatAm.

• Northern and Eastern Europe (Benelux, Poland and

Switzerland): €55m revenue in H1 (vs. €26.1m in H1 2017)

underpinned by Realdolmen in June and strong organic

growth (+9.7%) reported by core activities in Belgium, Poland

and Switzerland. Operating margin surged to €5m from €2.2m

in H1 2017.

• Africa and Rest of the World : H1 2018 revenue of €10.7m, of

which €8.8m generated in Africa. Strong growth of +53.1% of

which +29.9% on an organic basis, coupled with acquisitions

of Cynapsys in Tunisia and Value Pass in Morocco.

Org

an

ic g

row

th

Inte

rnati

on

al

OP

In

tern

ati

on

al

H1 2018 results

H1 2018 Performance

Continued increase in value

9H1 2018 results

0.5

0%

0.3

7%

0.1

4%

0.3

6%

0.5

1%

0.1

3%

0.3

7%

0.5

1%

0.1

1%

0.3

8%

0.5

2%

0.1

0%

T & M F I X E D - P R I C E P R O J E C T S S O F T W A R E

2009 2016 2017 H1 2018

3.8

%

0.8

%

1.6

%

1.1

%

0.6

% 0.8

%

1.4

%

3.2

%

0.8

%

2.1

%

0.7

%

1.2

%

0.7

%

1.2

%

3.2

%

0.8

%

2.1

%

0.7

%

1.1

%

1.0

%

1.1

%

2.8

%

1.1

%

2.3

%

0.9

%

0.9

%

1.0

%

1.0

%

2009 2016 2017 H1 2018

› Growth in high value-added activities› Despite the Group's strong growth...

› … increased weight of Consulting, Expertise and Projet consulting in mix

02Detailed performance

H1 2018 results 10

Detailed results

Successful international strategy

11H1 2018 results

Detailed results

Strong growth in operating aggregates

12

Revenue : +11%

EBITDA : +16%

Operating Margin: +17%

Net operating income: +2%

Net income: - 12%

EPS : - 11%

Higher level of non-current elements:

- costs related to acquisition of four companies, including Realdolmen

- positive non-current elements booked in H1 2017 (notably the reversal of a provision for tax risk)

H1 2018 results

Summary income statement 06.30.18 06.30.17 ∆ ∆%

(in millions of euros)

Revenue 625,5 562,1 63,4 11%

EBITDA 41,2 35,4 5,8 16%

6,6% 6,3% 0,3% 5%

Depreciation and amortization net 11,5 10,0 1,5 15%

Operating margin 29,6 25,3 4,3 17%

Amortization of assigned intangible assets (1,2) (1,3) 0,1 -8%

Goodw ill impairment losses - - -

Other operating income and expenses (8,9) (4,9) (4,0) 80%

Operating Profit 19,5 19,1 0,4 2%

Financial result (3,0) (2,4) (0,6) 27%

Income tax expense (9,2) (8,4) (0,8) 9%

Net consolidated income 7,3 8,4 (1,0) -12%

Earning per share -0,01 -11%0,11 0,13

Detailed results

Strong performance despite seasonal trends

13

Net operating income

• PPA: -€1.2m

• Restructuring: -€4.7m

• Other: essentially acquisition costs

Financial result:

• Non-cash items:

-€0.3m (IFRS, discounting of LT loans, retirement accretion)

Income tax:

• of which CVAE: -€5.3m

- Restructuring controlled (-8%)

- Other income and expenses in H1 2018 impacted by costs related to acquisitions carried out over the period, whereas H1 2017 benefited from provision reversals

- The financial result factors in refinancing undertaken following the Realdolmen transaction (borrowing costs spread over the duration of the loans)

- A slightly higher tax charge, and unrecognised tax losses of €26m.

H1 2018 results

Income statement 06.30.18 06.30.17 ∆ ∆%

(in millions of euros)

Revenue 625,5 562,1 63,4 11%

OPERATING MARGIN 29,6 25,3 4,3 17%

Operating margin (% of revenue) 4,7% 4,5%

Amortization of intangibles identif ied on acquisitions (1,2) (1,3) 0,1 -8%

Restructuring costs (4,7) (5,1) 0,5 -9%

Gains (losses) on disposals (0,4) (0,1) (0,3) 485%

Goodw ill impairment losses - - - na

Other operating income and expenses (3,9) 0,3 (4,1) -1626%

OPERATING PROFIT 19,5 19,1 0,4 2%

Income from cash and cash equivalents 0,3 0,0 0,3 1510%

Cost of gross debt (3,0) (1,8) (1,3) 72%

COST OF NET DEBT (2,7) (1,7) (1,0) 55%

Other f inancial income (expenses) (0,3) (0,6) 0,3 -51%

Income tax expense (9,2) (8,4) (0,8) 9%

NET CONSOLIDATED INCOME 7,3 8,4 (1,0) -12%

Group stockholders' equity 7,1 8,1 (1,1) -13%

Non-controlling interests 0,3 0,2 0,1 35%

0,13 -0,01 -10%Diluted earnings per share (in euros) 0,11

0,2 point

Detailed results

Cash flow from operating activities controlled

14

• Net debt: €319m versus €138m at end-2017

• Increase of €181m

• Cash flow before financing costs and tax: €31m

(+15%)

(EBITDA up at €41.2m from €35.4m in H1 2017)

• WCR: -€16m

• Seasonal impact

• Tax paid: -€8m

• Capex: -€18m in line with 2017

• M&A costs: -€155m of which €138.8m for

Realdolmen, net of cash acquired

• Dividend payout: -€10m in line with 2017

H1 2018 results

(in thousands of euros) 06.30.18 06.30.17

Consolidated net income before income from discontinued operations 7 344 8 354

Depreciation, amortization 11 173 8 242

and other non-cash items

Fair value adjustments 789 275

Gains or losses on asset disposals 412 57

Dilution gain or losses - -

Operating cash flows after cost of net debt and income tax expense 19 718 16 928

Costs of net debt (adjusted for fair value adjustements) 1 977 1 620

Cost of sw aps 21 19

Tax charge 9 162 8 386

Operating cash flows before net cost of debt and income tax expense 30 878 26 953

Tax paid (7 949) (6 593)

- Change in w orking capital requirements for operations (15 745) (28 685)

I- NET CASH FROM OPERATING ACTIVITIES 7 184 (8 325)

- Disbursements as a result of acquisition of intangible assets (13 205) (12 198)

- Disbursements as a result of acquisition of property, plant and equipment (4 595) (4 449)

+ Proceeds on disposals of intangible assets and property, plant and equipment 65 16

- Disbursements as a result of acquisition of f i nancial investments 435 80

+/- Impact of changes in consolidation scope (154 810) (14 018)

+/- Changes in loans and advances (1 081) (1 492)

II - NET CASH FLOW FROM/(USED IN) INVESTING ACTIVITIES (173 191) (32 061)

+ Proceeds on issue of shares

• Subscribed to by the equity holders of the parent - 38

• Subscribed to by the minority interests of consolidated subsidiaries - -

+/- Repurchases and sales of treasury shares 96 (9)

- Dividends paid during the f inancial year - -

• to the equity holders of the parent (9 975) (9 963)

• to the minority interests of consolidated subsidiaries (44) -

+ New borrow ings note 6 252 499 -

- Repayment of borrow ings (80 935) (9 610)

+/- Change in factoring draw dow ns note 6 22 559 40 754

- Interest paid note 6 (1 078) (1 130)

- Cost of sw aps (21) (19)

III - NET CASH FLOW FROM/(USED IN) FINANCING ACTIVITIES 183 101 20 061

+/- Effect of changes in foreign exchange rates (922) (174)

CHANGE IN CASH FROM CONTINUING OPERATIONS 16 172 (20 499)

Detailed results

Balance sheet impacted by acquisitions but still solid

15

Equity

• Distribution of -€10m in H1 2018

• IFRS 15 booking entries: -€8.7m

• Net result: €7.3m

Goodwill: +€142m, including €132m related to

Realdolmen acquisition

Net debt: €319m

Gearing: 104%

Covenants complied with

H1 2018 results

Consolidated statement of financial position 06.30.18 12.31.17 ∆ ∆%

(in millions of euros)

Goodw ill 425,1 283,1 142,0 50%

Fixed assets 119,7 102,6 17,1 17%

Current and non current assets 655,7 533,5 122,2 23%

Cash and equivalent cash 74,7 29,7 45,1 152%

Total assets 1 275,2 948,9 326,4 34%

Net equity - Group share 306,8 321,1 (14,3) -4%

Minority interests 1,0 0,9 0,2 18%

Borrow ings 393,4 167,8 225,6 134%

Current and non current liabilities 543,8 451,9 91,9 20%

Financial liabilities and current provisions 30,2 7,2 23,0 319%

Total liabilities and shareholders equity 1 275,2 948,9 326,4 34%

Net Debt 318,7 138,2 180,5

Gearing 104% 43%

Working capital * 124,3 111,3 12,9

*excluded Income taxe debt and receivables

Consolidated statement of changes in equity

(in millions of euros) Group NCI Total

12.31.17 321,1 0,9 321,9

IFRS 15 (8,7) (8,7)

12.31.17 restated 312,4 0,9 313,3

Common stock issued - - -

2017 net income 7,1 0,3 7,3

Dividend paid (10,0) - (10,0)

Recognised income (expense) (0,4) - (0,4)

Treasury stock 0,1 - 0,1

Valuation of share-based payments 0,1 - 0,1

Change in consolidation scope (0,7) (0,1) (0,8)

Change in translation reserve (1,9) 0,0 (1,9)

06.30.18 306,8 1,0 307,8

12.31.17 138 156

Change in net cash position (16 172)

Repayment of borrow ings (80 935)

Syndicated loan 171 899

Bridge 85 000

Change in factoring draw dow ns 22 559

Other (1 852)

06.30.18 318 655

Debts on acquisition - Realdolmen 21 671

Other 1 493

Net debt for covenant 341 819

03Outlook

H1 2018 results16

› France› Although tension in the recruitment market persists the Group should benefit from the

different campaigns launched

› Thanks to strong sales growth, the Group confirms its 2018 forecast targeting organic growthat least in line with 2017 (restated for the 3SI impact)› 12-month rolling B-to-B ratio: 1.23

› Pipeline stable

› Backlog : +60% y-o-y

› The Group is pursuing its transformation strategy aimed at seizing opportunities related tothe IS transformation of our clients and the emergence of new usages, both for our TopAccounts and the Mid-Market, while continually improving our delivery efficiency

› International› Acquisition and integration of Realdolmen in the BeNeLux; Gfi's largest operation to date,

boosting pro forma revenue to over €1.4bn

› Growth remains strong in the Iberian-LatAm zone, driven by latest series of acquisitions(Efron, ROFF, Gesfor)

› Rapid growth in Eastern Europe (Poland and Romania)

› Seeking external growth opportunities in these markets

17

2018: revenue and operating margin growth in all zones

H1 2018 results

Segment trends

18H1 2018 results

› A globally dynamic market› Growth of 5.5% for our TOP 35 accounts

› Strong performance in most sectors

› EUC and TME down but more volatile due to high level of client concentration. Solid bookings

› Robust sales growth in all sectors (DSE performance underpinned by impact of large 2017 contracts)

› Breakdown by segment relatively stable over six months

6%

9%

-2%

14%15%

-1%

-4%

-2%

0%

2%

4%

6%

8%

10%

12%

14%

16%

0

20

40

60

80

100

120

140

160

180

200

Banking &Insurance

Distribution& Services

Energy,Utilities &Chemicals

Industry,Aerospace &

Transport

Public Sector Telecom &Media

Revenue at end-June (Group)

9%

-71%

63%

40%

-5%

21%

-80%

-60%

-40%

-20%

0%

20%

40%

60%

80%

0

20

40

60

80

100

120

140

160

Banking &Insurance

Distribution& Services

Energy,Utilities &Chemicals

Industry,Aerospace &

Transport

Public Sector Telecom &Media

Booking at end-June (Group)

% ch

ange

% ch

ange

29%

17%10%

15%

17%

12%

BFA D&S EUC IAT SPU TME

19

Acquisitions: Strategic build-up of our SAP activities in North Africa

H1 2018 results

› 68 consultants

› 2017 revenue: €5m

› Accretive performance

› Casablanca / Tunisia

Gold SAP Partner in North and West Africa

BUSINESSES

Clients Expertise

Synergies:› Strong growth in Africa with more

than 50 SAP projects carried out in 10 countries

› Build-up of nearshore capacity for Group's large-scale projects

Takeover bid: summary and update

20Presentation of the transaction

Key characteristics

Takeover Bid Friendly takeover in cash for 100% of the share capital of

Realdolmen

95.75% of shares tendered

Mandatory delisting

Squeeze out procedure launched after the results of takeover bid

Takeover bid launched 23 July 2018 closes 10 August 2018

Realdolmen shares to be delisted from the Euronext Brussels Stock Exchange at end of takeover bid

Provisional timetable

Summary review of Realdolmen

21Presentation of the transaction

› An independent ICT expert based in the BeNeLux region, Realdolmen was created in 2008 out of the mergerbetween Real Software and Dolmen

› €245m revenue in 2017, of which around 90% in Belgium

› Reference player on the mid-market with an integrated offering

› More than 1,500 clients in the BeNeLux region and over 1,450 professionals

› Six offices in Belgium and Luxembourg

Presentation of the transaction 22

The combination of Realdolmen’s capacities and Gfi’soperations in Belgium and Luxembourg has created:

- a new and solid European champion with revenue of morethan €1,400m and a wide European coverage: strongpresence in all regions and in particular France (€900m),Spain (€250m) and the BeNeLux region (€280m);

- a larger group with complimentary portfolios , both interms of clients and business offers, which offerssignificant synergy opportunities in the Public Sector,Distribution, Industry and Banking, notably byaccompanying our clients, which are by nature seeking toexpand in the BeNeLux;

- capacity to expand in the Netherlands in certain fields.

An international-growth acquisition

Gfi Informatique intends to focus on business continuity and developing joint actions in services offerings by

leveraging the skills and expertise of both companies

58%23%

9%

5%3%2% France

Iberia

Belux

Americas

Africa

Other Europe

Others

A major step in the international expansion and profile transformation of the Group

Breakdown of headcount at 30 June 2018

04Conclusion

H1 2018 results23

› With Mannai’s backing, Gfi has implemented its 3-year strategic plantargeting revenue of €2 billion, including strong international growth andoperating margin in line with sector leaders.

› Roadmap based on:› Market-share gains in our current regional scope

› Increased value via the integration of high value-added solutions› An organisation that enables the Group to better seize the growth potential of our

markets› Build-up of our recruitment strategy› Improved delivery efficiency (automation, near/offshoring, etc.)

› Potential sources of growth include:› Major operations in Europe (Iberia, BeNeLux, Italy, etc.) that will enable the Group to

target a leadership position› The addition or strengthening of high value-added Skills Centres (Digital

Transformation, Big Data, etc.) that will be leveraged at Group level› The build-up of the Group’s new markets offer strong growth potential and favourable

competitive environments (LatAm and/or Eastern Europe)

24

Conclusion

New expansion phase

H1 2018 results

FRANCE | SPAIN | PORTUGAL | BELGIUM | SWITZERLAND LUXEMBOURG | UK | POLAND | ROMANIA | MOROCCO | IVORY COAST | ANGOLA | USA | MEXICO | COLOMBIA | BRAZIL