Wolters Kluwer : N.V., Halfjaarlijkse financiële verslaggeving

Wolters Kluwer 2023 Half-Year Report

Alphen aan den Rijn, August 2, 2023 - Wolters Kluwer, a global leader in professional information, software solutions and services, today releases its half-year 2023 results.

Highlights

• Guidance for 2023 reiterated.
• • Margin to improve for the full year.
• Revenues €2,725 million, up 4% in constant currencies and up 6% organically.
• • Recurring revenues (82% of total revenues) up 7% organically; non-recurring down 1% organically.
  • Digital & services revenues (94% of total revenues) grew 6% organically.
  • Expert solutions (58% of total revenues) grew 7% organically.
• Adjusted operating profit €711 million, down 4% in constant currencies.
• • Adjusted operating profit margin down 210 basis points to 26.1%, as anticipated.
  • Margin reflects expected increase in personnel costs and investments in innovation.
• Diluted adjusted EPS €2.17, up 6% overall and up 2% in constant currencies.
• Adjusted free cash flow €495 million, down 2% in constant currencies.
• Return on invested capital (ROIC) improved to 15.4%.
• Balance sheet remains strong with net-debt-to-EBITDA of 1.5x.
• Interim dividend €0.72 per share, set at 40% of prior year total dividend.
• On track to complete 2023 share buyback of up to €1 billion.

Interim Report of the Executive Board

Nancy McKinstry, CEO and Chair of the Executive Board, commented: "We delivered 6% organic growth as continued strong momentum in recurring revenues more than offset the anticipated downturn in non- recurring revenue streams. Operating costs and margins developed as expected and we remain confident of delivering a full-yearmargin improvement. We made important progress towards our strategic goals and are excited about pursuing growth opportunities across the business. Around 50% of our digital revenues are from products that leverage AI and we see generative AI as another powerful tool to drive value for our customers."

Key Figures - Six months ended June 30

€ million (unless otherwise stated)	2023	2022	∆	∆ CC	∆ OG
Business performance - benchmark figures
Revenues	2,725	2,600	+5%	+4%	+6%
Adjusted operating profit	711	734	-3%	-4%	-3%
Adjusted operating profit margin	26.1%	28.2%
Adjusted net profit	537	527	+2%	-2%
Diluted adjusted EPS (€)	2.17	2.04	+6%	+2%
Adjusted free cash flow	495	497	0%	-2%
Net debt	2,466	2,203	+12%
ROIC	15.4%	14.8%
IFRS reported results
Revenues	2,725	2,600	+5%
Operating profit	632	640	-1%
Profit for the period	479	455	+5%
Diluted EPS (€)	1.93	1.76	+10%
Net cash from operating activities	681	666	+2%

∆: % Change; ∆ CC: % Change in constant currencies (€/$ 1.05); ∆ OG: % Organic growth. Benchmark figures are performance measures used by management. ROIC is based on twelve-months rolling figures. See Note 4 for a reconciliation from IFRS to benchmark figures.

Wolters Kluwer 2023 Half-Year Results

Page 1 of 36

Full-Year 2023 Outlook

We reiterate our group-level guidance for 2023 as shown in the table below. We continue to expect the group-level adjusted operating profit margin to increase in the fourth quarter of 2023 (compared to fourth quarter 2022) leading to a margin improvement for the full year. Divisional guidance (below) has been recast to reflect the new organizational structure.

Full-Year 2023 Outlook
Performance indicators	2023 Guidance	2022 Actual
Adjusted operating profit margin*	26.1%-26.5%	26.1%
Adjusted free cash flow**	Around €1,200 million	€1,220 million
ROIC*	16.5%-17.0%	15.5%
Diluted adjusted EPS growth**	High-single-digit	8%

*Guidance for adjusted operating profit margin and ROIC is in reporting currency and assumes an average EUR/USD rate in 2023 of €/$1.09. **Guidance for adjusted free cash flow and diluted adjusted EPS is in constant currencies (€/$ 1.05). Guidance reflects share repurchases of €1 billion in 2023.

If the current U.S. dollar rate persists, currency will have a slightly negative effect on full-year 2023 results reported in euros. In 2022, Wolters Kluwer generated over 60% of its revenues and adjusted operating profit in North America. As a rule of thumb, based on our 2022 currency profile, each 1 U.S. cent move in the average €/$ exchange rate for the year causes an opposite change of approximately 3 euro cents in diluted adjusted EPS1.

We include restructuring costs in adjusted operating profit. We continue to expect 2023 restructuring costs to be in the range of €10-€15 million (FY 2022: €6 million). We continue to expect adjusted net financing costs2 in constant currencies to be approximately €40 million. We expect the benchmark tax rate on adjusted pre-tax profits to be in the range of 23.0%-24.0% (FY 2022: 22.6%). Capital expenditure is expected to be at the upper end of our normal guidance range of 5.0%-6.0% of total revenues (FY 2022: 5.4%). We expect the full-year 2023 cash conversion ratio to reduce to approximately 100% (FY 2022: 107%).

Our guidance assumes no additional significant change to the scope of operations. We may make further acquisitions or disposals which can be dilutive to margins, earnings, and ROIC in the near term. The impact of discontinuing activities in Russia and Belarus is expected to be immaterial to the group's consolidated financial results in 2023.

2023 outlook by division (new five-division structure)

Health: we continue to expect organic growth to be in line with the prior year and the adjusted operating profit margin to be stable.

Tax & Accounting: we expect organic growth to be lower than in the prior year (FY 2022: 8% pro forma). The

adjusted operating profit margin is expected to decline slightly compared to prior year (FY 2022: 32.6% pro forma).

Financial & Corporate Compliance: we expect organic growth to be slightly lower than or in line with the prior

year (FY 2022: 4% pro forma) and the adjusted operating profit margin to improve slightly (FY 2022: 36.7% pro forma).

Legal & Regulatory: we expect organic growth to be in line with prior year (FY 2022: 4% pro forma) and the

adjusted operating profit margin to increase for the full year (FY 2022: 14.5% pro forma).

Corporate Performance & ESG: we expect organic growth to improve slightly from the prior year (FY 2022:

12% pro forma) and the adjusted operating profit margin to increase for the full year (FY 2022: 12.4% pro forma).

1. This rule of thumb excludes the impact of exchange rate movements on intercompany balances, which is accounted for in adjusted net financing costs in reported currencies and determined based on period-end spot rates and balances.
2. Adjusted net financing costs include lease interest charges. Guidance for adjusted net financing costs in constant currencies excludes the impact of exchange rate movements on currency hedging and intercompany balances.

Wolters Kluwer 2023 Half-Year Results

Page 2 of 36

Progress against 2022-2024 strategy

At the start of 2022, we introduced our 2022-2024 strategic plan, which has three strategic priorities:

• Accelerate Expert Solutions: we are focusing our investments on cloud-basedexpert solutions while continuing to transform selected digital information products into expert solutions. We are investing to enrich the customer experience of our products by leveraging advanced data analytics.
• Expand Our Reach: we are seeking to extend organically into high-growth adjacencies along our customer workflows and to adapt our existing products for new customer segments. We plan to further develop partnerships and ecosystems for our key software platforms.
• Evolve Core Capabilities: we are enhancing our central functions to drive excellence and scale economies, mainly in sales and marketing (go-to-market) and in technology. We plan to advance our environmental, social, and governance (ESG) performance and capabilities and to continue investing in diverse and engaged talent to support innovation and growth.

A more detailed discussion of our strategy and business model can be found in our 2022 Annual Report, pages 6-7.

In the first half of 2023, we made important progress on our strategic plans. Expert solutions, which include our software products and certain advanced information solutions, accounted for 58% of total revenues (HY 2022: 56%) and grew 7% organically (HY 2022: 9%). Software revenues accounted for 45% of total revenues (HY 2022: 44%) and grew 7% organically (HY 2022: 9%). Cloud software revenues accounted for 37% of total software revenues and grew 15% (HY 2022: 20%). Today, around 50% of our digital revenues are from products that leverage artificial intelligence (AI) to drive enhanced value for our customers. We are currently experimenting with the new generative AI models, testing dozens of use cases, collaborating with several large customers, and partnering with Microsoft and Google, while at the same time following our responsible AI principles.

We also made progress on extending our reach into high growth adjacencies and geographies. The new Corporate Performance & ESG division, formed in March 2023, sets us on a path to extend our enterprise software solutions into corporate workflows for ESG data collection, analysis, reporting, and auditing. CCH Tagetik signed a channel partnership with LTIMindtree to support further geographic expansion. Health Learning Research & Practice launched vrClinicals for Nursing in partnership with Laerdal Medical and the National League for Nursing.

Last but not least, we have taken several major steps to evolve our core capabilities this year. We made significant progress in centralizing our product development teams, more than doubling the number of FTEs in our global development organization, Digital eXperience Group (DXG). We have created a single unified branding, communications, and digital marketing function to support the business globally. And we continued to advance towards our specific ESG objectives by driving initiatives that enhance employee engagement and belonging and executing on programs that reduce our greenhouse gas emissions.

Financial Policy, Capital Allocation, Net Debt, and Liquidity

Wolters Kluwer uses its free cash flow to invest in the business organically and through acquisitions, to maintain optimal leverage, and to provide returns to shareholders. We regularly assess our financial position and evaluate the appropriate level of debt in view of our expectations for cash flow, investment plans, interest rates, and capital market conditions. While we may temporarily deviate from our leverage target, we continue to believe that, in the longer run, a net-debt-to-EBITDA ratio of around 2.5x remains appropriate for our business given the high proportion of recurring revenues and resilient cash flows.

Dividend Policy and Interim Dividend 2023

Wolters Kluwer remains committed to a progressive dividend policy, under which we aim to increase the dividend per share in euros each year, independent of currency fluctuations. The payout ratio3 can vary from

3 Dividend payout ratio: dividend per share divided by adjusted earnings per share.

Wolters Kluwer 2023 Half-Year Results

Page 3 of 36

year to year. Proposed annual increases in the dividend per share take into account our financial performance, market conditions, and our need for financial flexibility. The policy takes into consideration the characteristics of our business, our expectations for future cash flows, and our plans for organic investment in innovation and productivity, or for acquisitions. We balance these factors with the objective of maintaining a strong balance sheet.

As announced on February 22, 2023, the interim dividend for 2023 was set at 40% of the prior year total dividend. This results in an interim dividend of €0.72 per share, to be distributed on September 21, 2023, to holders of ordinary shares, or September 28, 2023, to holders of Wolters Kluwer ADRs. Shareholders can choose to reinvest both interim and final dividends by purchasing additional Wolters Kluwer shares through the Dividend Reinvestment Plan (DRIP) administered by ABN AMRO Bank N.V.

Progress on 2023 share buyback

As a matter of policy since 2012, Wolters Kluwer will offset the dilution caused by our annual incentive share issuance with share repurchases (Anti-Dilution Policy). In addition, from time to time when appropriate, we return capital to shareholders through share buyback programs. Shares repurchased by the company are added to and held as treasury shares and are either cancelled or utilized to meet future obligations arising from share-based incentive plans.

On February 22, 2023, we announced our intention to repurchase shares for up to €1 billion during 2023. Assuming global economic conditions do not deteriorate substantially, we believe this level of share buybacks leaves us with ample headroom to support our dividend plans, to sustain organic investment, and to make selective acquisitions. The share repurchases may be suspended, discontinued, or modified at any time.

In the year to date, through August 2, 2023, we have repurchased €503.5 million in shares (4.6 million shares at an average price of €110.32). Included in these amounts was a block trade of 395,391 shares purchased for €43.5 million on February 23, 2023, to offset the issuance of incentive shares. See Note 10 for further information on issued share capital.

For the period starting August 3, 2023, up to and including October 30, 2023, we have mandated third parties to execute €300 million in share buybacks on our behalf, within the limits of relevant laws and regulations (in particular Regulation (EU) 596/2014) and the company's Articles of Association. The maximum number of shares which may be acquired will not exceed the authorization granted by the General Meeting of Shareholders.

Share cancellation 2023

At the 2023 Annual General Meeting on May 10, 2023, shareholders approved a resolution to cancel for capital reduction purposes any or all ordinary shares held in treasury or to be acquired by the company, up to a maximum of 10% of issued share capital. As of August 2, 2023, Wolters Kluwer held 12.8 million shares in treasury (equivalent to approximately 5% of issued share capital). As authorized by shareholders, the Executive Board has determined the number of ordinary shares to be cancelled this year is 9.0 million. Wolters Kluwer intends to cancel these shares in the third quarter 2023. The remaining treasury shares will be retained in order to meet future obligations under share-based incentive plans.

Net debt, leverage, sustainability-linked credit facility, and liquidity position

Net debt on June 30, 2023, was €2,466 million, up from €2,253 million on December 31, 2022. Rolling twelvemonth net-debt-to-EBITDA increased to 1.5x at the end of June 2023 (FY 2022: 1.3x; HY 2022: 1.3x), mainly due to the timing of share buybacks. Gross debt includes the new €700 million Eurobond (8-year term; 3.750% annual coupon) issued in April 2023. Our €600 million sustainability-linkedmulti-currency credit facility remains fully undrawn. As of June 30, 2023, net cash available was €1,078 million4 and the outstanding Euro Commercial Paper (ECP) balance was nil (June 30, 2022: €100 million).

4 Cash and cash equivalents of €1,123 million less overdrafts used for cash management purposes of €37 million.

Wolters Kluwer 2023 Half-Year Results

Page 4 of 36

Half-Year 2023 Results

Benchmark figures

Group revenues were €2,725 million, up 5% overall and up 4% in constant currencies. Excluding the effect of currency and the net effect of divestments and acquisitions, organic revenue growth was 6% (HY 2022: 7%).

Revenues from North America accounted for 65% of total group revenues and grew 5% organically

(HY 2022: 7%). Revenues from Europe, 27% of total revenues, grew 7% organically (HY 2022: 6%). Revenues

from Asia Pacific and Rest of World, 8% of total revenues, grew 6% organically (HY 2022: 11%).

Adjusted operating profit was €711 million (HY 2022: €734 million), a decline of 4% in constant currencies. The

adjusted operating profit margin decreased 210 basis points to 26.1% (HY 2022: 28.2%), which was broadly in line with what we had expected. The margin decline mainly reflects an expected rise in personnel costs following an increase in the number of employees (as we filled open positions) and due to wage inflation. In addition, there was an expected increase in personnel-related expenses, such as business travel, events, and training costs. During the pandemic, margins were elevated by a temporary slowdown in hiring and a temporary reduction in costs in categories such as travel. As of June 30, 2023, the number of employees was 6% higher than a year ago, reflecting an underlying increase of 9% offset by the effect of acquisitions and divestments.

Product development (including CAPEX) was 11% of revenues in the first half of 2023, higher than in the comparable period (HY 2022: 10%). Included in adjusted operating profit were restructuring expenses of €2 million (HY 2022: €3 million).

Adjusted net financing costs reduced to €10 million (HY 2022: €42 million) due to higher interest income on our cash balances. Included in adjusted net financing costs was a €5 million net foreign exchange gain (HY 2022: €13 million net foreign exchange loss) due to the translation of intercompany balances.

Adjusted profit before tax was €701 million (HY 2022: €692 million), up 1% overall and down 2% in constant

currencies. The benchmark tax rate on adjusted profit before tax decreased to 23.3% (HY 2022: 23.8%) due to a favorable movement in our deferred tax position. Adjusted net profit was €537 million (HY 2022:

€527 million), an increase of 2% overall and a decline of 2% in constant currencies.

Diluted adjusted EPS was €2.17 (HY 2022: €2.04), up 2% in constant currencies, reflecting the increase in adjusted net profit and a 4% reduction in the diluted weighted average number of shares outstanding to

248.0 million (HY 2022: 258.2 million). IFRS reported figures

Reported operating profit declined 1% to €632 million (HY 2022: €640 million), reflecting the decline in

adjusted operating profit, higher amortization, a €5 million gain on divestments (HY 2022: €4 million loss on divestments), and the absence of impairments of intangible assets.

Reported financing results amounted to a net cost of €11 million, significantly lower than the prior period (HY 2022: €43 million cost). The reported effective tax rate decreased to 22.8% (HY 2022: 23.7%).

As a result, net profit for the first half increased 5% overall to €479 million (HY 2022: €455 million) and diluted

earnings per share increased 10% to €1.93 (HY 2022: €1.76).

Cash flow

Adjusted operating cash flow was €673 million (HY 2022: €703 million), down 5% in constant currencies, mainly reflecting the trend in adjusted operating profit and higher capital expenditures. The cash conversion ratio decreased slightly to 95% (HY 2022: 96%). Net capital expenditures were €157 million (HY 2022:

€139 million), representing 5.8% of revenues (HY 2022: 5.4%). Cash payments related to leases, including lease

interest paid, were €38 million (HY 2022: €39 million). Depreciation of physical assets, amortization and impairment of internally developed software, and depreciation of right-of-use assets totaled €146 million (HY 2022: €143 million).

Wolters Kluwer 2023 Half-Year Results

Page 5 of 36