Cogelec : ANNUAL FINANCIAL REPORT 2023 COGELEC GROUP

April 22, 2024

ANNUAL FINANCIAL REPORT

COGELEC GROUP

2023

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023	1

		April 22, 2024
SOMMAIRE
1.		MANAGEMENT REPORT	8
1.1 KEY EVENTS	9
1.2 INFORMATION ON THE GROUP	10
1.3 COMPANY INFORMATION	14
1.4 STOCK MARKET INFORMATION	15
1.5 SUBSIDIARIES AND EQUITY INTERESTS	17
1.6 BRANCHES	17
1.7 POST-BALANCE SHEET EVENTS AND OUTLOOK	18
1.8 RISK MANAGEMENT	19
1.9 INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES RELATING TO THE PREPARATION AND PROCESSING OF	27
ACCOUNTING AND FINANCIAL INFORMATION
1.10 ELEMENTS OF THE MANAGEMENT REPORT PRESENTED IN OTHER PARTS OF THE ANNUAL FINANCIAL REPORT	28
2.		CORPORATE GOVERNANCE REPORT	29
2.1 CORPORATE GOVERNANCE	30
2.2 INFORMATION ON REMUNERATION	37
2.3 OTHER ELEMENTS OF THE CORPORATE GOVERNANCE REPORT	38
2.4 INFORMATION ON SHARE CAPITAL	39
3. CONSOLIDATED FINANCIAL STATEMENTS OF THE GROUP AS AT 31 DECEMBER 2023	44
3.1 CONSOLIDATED BALANCE SHEET	45
3.2 CONSOLIDATED INCOME STATEMENT	46
3.3 COMPREHENSIVE INCOME	47
3.4 CONSOLIDATED CASH FLOW STATEMENT	48
3.5 STATEMENT OF CHANGES IN EQUITY	49
3.6 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS	49
4. ANNUAL FINANCIAL STATEMENTS OF THE COMPANY AS AT 31 DECEMBER 2023	101
4.1 INCOME STATEMENT	102
4.2 BALANCE SHEET AS AT 31 DECEMBER 2023	104
4.3 NOTES TO THE COMPANY FINANCIAL STATEMENTS	106
4.4 FIVE-YEAR FINANCIAL SUMMARY	125
5.		AUDIT REPORTS	126
5.1 AUDIT REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS	127
5.2 AUDIT REPORT ON THE ANNUAL FINANCIAL STATEMENTS	131
5.3 AUDIT REPORT ON REGULATED AGREEMENTS AND COMMITMENTS	135
6.		OTHERS INFORMATION	137
6.1 COMPANY INFORMATION	138
6.2 CERTIFICATION BY THE PERSON RESPONSIBLE FOR THE ANNUAL FINANCIAL REPORT	141
		ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023	2

April 22, 2024

EXECUTIVE COMMITTEE

On 08 February 2024, COGELEC announced the composition of its new Executive Committee :

Roger LECLERC,	Victor d'ALLANCE,
Chairman and Chief Executive Officer
Director of International Development

	Anne FONTENEAU,		Véronique POCHET,
	Human Resources Director
		Financial Director

Eric NICOLE,

Technical Director

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

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THE COMPANY AND ITS ACTIVITIES

Founded in 2000 in Mortagne-sur-Sèvre (85), COGELEC is a group that is revolutionising the access control industry.

Founded on values of innovation and service quality, the company achieves its initial objective day after day: putting technology to work for its customers and users to make their everyday lives easier and safer.

COGELEC designs and manufactures all its ranges in France, on its premises, divided between its head office in Vendée, its Research and Development office in Nantes, and its European subsidiaries.

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

April 22, 2024

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April 22, 2024

THE COMPANY, ITS BRANDS, PRODUCTS AND SERVICES

BRANDS

COGELEC covers the entire access control market (collective and individual housing, tertiary sector and local authorities) through the products of its four brands:

PRODUCTS AND SERVICES to meet all the needs of its customers

HISTORY

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

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April 22, 2024

SOCIAL POLICY AND QUALITY OF LIFE AT WORK

COGELEC makes employees central to the company's success

Freedom for everyone to	A pleasant and friendly	A leading group with
express their talent	environment		dynamic growth
And offers a fulfilling working environment:
- Relaxation and dining areas	-	Annual Team-building event
- On-site sports activities during lunch break	- New, pleasant working environment
- Flexitime	- Support for employee sports projects
- Wellness breaks (monthly "seated massage"	-	Company concierge service
sessions, reflexology, etc.)	-	Teleworking

ENVIRONMENTAL APPROACH

By developing new uses

COGELEC develops and designs products that enable the development of new uses and behaviours in keeping with its social and environmental commitment.

This environmental approach is backed by the GSM solution applied to intercom systems, which does not require handsets or wiring in homes when installed.

Each year, 700,000 wired intercom handsets are installed in France; wireless solutions will avoid tonnes of potential copper and plastic waste.

Similarly, the GSM solution offers remote information display and update features that reduce travel to sites and the associated CO² emissions.

Across the entire product value chain

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

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April 22, 2024

ESG APPROACH:

After an initial audit campaign on data collected by COGELEC in 2019, an overall score of 56/100 was awarded to COGELEC in March 2021. In May 2022, following a second audit campaign, COGELEC received a score of 57/100 on data collected in 2021.

This score corresponds with a higher level of ESG maturity compared with similar companies used in the benchmark.

With regard to the four major CSR issues, COGELEC's scores are all above the average of the companies included in the benchmark panel, given the many initiatives already undertaken within COGELEC to meet CSR requirements. The following stands out in particular:

• Governance: Founded by 6 employee shareholders, COGELEC's governance was structured with the establishment in 2018 of a Board of Directors including independent directors to support the Group's growth in France and internationally.
• Social: With a view to building loyalty and optimising working conditions, COGELEC introduced various QWL measures, and is particularly attentive to developing employees' skills to support its innovative drive.
• Environment: The Group attaches crucial importance to the best maintenance actions to combat obsolescence. Its R&D policy focuses in particular on reducing the consumption of materials, managing and reducing waste, with a constant concern to reduce the environmental footprint of its products.
• External stakeholders: The Group prioritises local sourcing and has developed close relationships and partnerships with its suppliers and subcontractors. It focuses its development on high-quality, safe products, while taking into account the changing needs and requirements of its customers.

Rapidly achievable areas for improvement have been identified for the coming financial years, including the establishment of a dedicated body to oversee the various criteria of non-financial performance within the Group. This measure, accompanied by the formalisation of initiatives in various areas, will help build a coherent framework between the many initiatives already being carried out within the Group, while deploying a strategic non-financial vision, also supported by the Company's Board of Directors. A CSR Committee was set up on 26 September 2023, the purpose of which is to explore the sharing of value, in particular the balance between the level of remuneration for all employees, the remuneration of risk- taking by shareholders and the investment needed to ensure the long-term future of the company.

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

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April 22, 2024

1. Management report

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April 22, 2024

1.1 KEY EVENTS

On 1 February 2023, COGELEC announced a collaborative agreement with KONE to steer the deployment of a new range of connected services combining their two smart technologies, in particular new connected solutions in homes. As part of this new cooperation, COGELEC, under its Intratone brand, and KONE, the world leader in urban mobility solutions, will be rolling out a joint offering for apartment blocks that includes four specific functionalities: connectivity between the entrance hall door and the lift, connectivity between the resident's intercom and the lift, connectivity between the resident and the lift via a smartphone, and connectivity between the resident and the lift in the event of a breakdown.

On 9 December 2022, COGELEC SA received a notice of an accounting audit covering the 2020 and 2021 financial years. This inspection began in January 2023. On 8 December 2023, the Company received a notice of deficiency interrupting the statute of limitations, covering only the year ended 31/12/2020 in respect of VAT and corporation tax and excluding the 2020 CIR filed in 2021. The restated amounts were accepted by the Company for a total of €10,335 in respect of VAT and €13,973 in respect of corporation tax. This audit is still in progress in respect of the 2020 and 2021 CIR and all taxes for the 2021 financial year.

In order to finance the commercial development of its subsidiaries, COGELEC has made various advance payments in recent years, reduced by debt waivers of €3.6m granted during the year (with a financial recovery clause), giving a cumulative amount of €23.8m as of 31 December 2023. These advance payments have been written down by €21.5m in the parent company financial statements, and relate to receivables from the English and German subsidiaries.

In addition, COGELEC contributed €6m to the distribution costs of its subsidiaries for 2023.

On 14 November 2023, COGELEC announced its partnership with Arkéa Créative Care, an innovative brand specialising in technological services for assisted-living homes for the elderly and nursing homes. This partnership is a response to the challenges of an ageing population and the need to adapt housing to the needs of the elderly. Already deployed in certain assisted-living homes for the elderly and soon to be installed in the Mobicap residences, the combined innovations of Arkéa Créative Care and COGELEC will also find favour with social housing providers and homeowner associations who wish to meet the needs of ageing residents. Easy to use and convenient for people who don't have a smartphone or who are losing their independence, the Intratone intercom connected to the touch-sensitive control unit gives residents peace of mind by providing comfort and security.

At the end of November 2023, the Group decided to reorganise the sales force of its subsidiary in Germany in order to refocus temporarily on a smaller team of field sales representatives. This team will continue to be supported by the various support functions, as the Group wants to consolidate its economic performance in a high-potential market where its ambitions remain immense.

On 22 December 2023, COGELEC acquired a 35% stake (€400k) in the capital of PORTACONNECT, a company that develops a connected solution for the remote monitoring of the operation of automatic doors and gates. PORTACONNECT is managed by a third party from outside the Group, and COGELEC is not involved in the decision-making process. COGELEC has exclusive marketing rights for this solution and benefits from a new diversification in its product range.

PORTACONNECT is accounted for by the equity method in the Group consolidation.

To make sure its Sales and Marketing Director shares the success of the English subsidiary, COGELEC, as the majority shareholder of Intratone UK, transferred to him, by separate deed dated 29 December 2023, 24% of the share capital and voting rights of Intratone UK. The parties also entered into a shareholders' agreement on the same date, which is a major determinant of their consent to transfer 24% of the Company's capital and voting rights.

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April 22, 2024

1.2 INFORMATION ON THE GROUP

1.2.1 2023 ACTIVITY REPORT

Sales

In 2023, the Group maintained its sales momentum in France and Europe, with annual sales growth of 10.5%. Sales can be broken down as follows:

				17,2			Turnover in M€					2022		2023
20		14,3		15,7	15,4					15,4		16,8	18
15					13
10
5
0
	1st quater	2nd quater	3rd quater	4th quater

In the 4th quarter, COGELEC's business volume rose by 7.2% to reach €18m. This performance reflects the growth in recurring revenue that underpins the COGELEC model, as well as the growth in Intratone's market share with housing providers, property developers and homeowner associations.

In 2023, in addition to growth on its GSM market, the Group's sales benefited from tariff increases applied during the year.

	In €M			2023		2022			Variation %
	1st quarter	17.2	14.3		+20.6%
	2nd quarter	15.4	15.7		-2.00%
	3rd quarter	15.4	13		+18.80%
	4th quarter	18	16.8		+7.2%
	TOTAL	66.0	59.7		+10.5%

Human Resources

In 2023, the Group will have an average workforce of 335 employees, including 59 in the 3 subsidiaries. The number of employees rose by 22, reflecting in particular the staff reinforcement in the Group's sales, customer, information system and design divisions as a direct result of the strong growth in the Group's business.

1.2.2 CONSOLIDATED SALES

Sales for the year came to €66m, up 10.5% on 2022. In a generally tight market, COGELEC is continuing to make the most of its subscription model, which is generating increasingly high recurrent sales.

In France, sales rose by 10.4% to €57,4m. In Europe, sales rose by 11.1% to €8,6m.

	In thousands of €			31/12/2023			31/12/2022
	Equipment sales	45,999		43,122
	Sales of services	20,001		1,661
	TOTAL	66,000		59,731
	In thousand sof €			31/12/2023			31/12/2022
	France	57,436		52,022
	Export	8,564		7,709
	TOTAL	66,000		59,731

ANNUAL FINANCIAL REPORT AS AT 31 DECEMBER 2023

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