CLASQUIN : Annual Results 2023

ANNUAL REPORT

CHAIRMAN'S

MESSAGE

Photo credits

© CLASQUIN - © Adobestock - © Unsplash - © Envato - © Thierry Perre

CLASQUIN.com

Yves Revol - Chairman

CLASQUIN, unique market positioning, DNA built on client satisfaction, performance and fun

at work, as summed up in our motto: "The Clients, Profit & Fun company".

W ith an integrated network of 85 offices and 1,600 employees worldwide, CLASQUIN is

the only French multinational SME operating in the international transit and overseas logistics sector.

Since 1983, we have been driven by a pas-

sion for our business, commitment to customer service, the enthusiasm of our teams as well as a strong performance culture and winning mindset, as we pursue our globalisation strategy.

As a result, we have established a presence in Europe (6 coun- tries), almost all Asian countries, America and, more recently, North Africa (having acquired Moroccan group TIMAR in 2023) and sub-Saharan Africa.

Thanks to our network, the expertise and commitment of our teams and our technological leadership, we are now in a position to offer global solutions that rival industry giants, with all the qualities of an SME (client focus, creativity, responsiveness, etc.). We are therefore continuing to grow strongly, outperforming the market year after year. It is against this backdrop, and despite a challenging economic environment, that we delivered an excellent performance in 2023, albeit slightly below that of 2022 (a truly exceptional year for the ocean freight sector as a whole).

I would like to take this opportunity to thank all our clients and partners for their trust, and all our employees for their professionalism and commitment.

This is likely to be my last Annual Report for the CLASQUINGroup. Since 4 December 2023, I have been in exclusive negotiations with SAS Shipping Agencies Services SÀRL ("SAS"), a subsidiary of the MSC Group (leader in ocean freight and logistics, 200,000 employ- ees, Group head office in Geneva) for the sale of the controlling interest that I hold, directly and indirectly via OLYMP (42.06% of the share capital). These negotiations culminated in an offer to purchase by SAS and the signing of a sale agreement. Completion of the transaction, which remains subject to obtaining clearances from the competent regulatory authorities, is expected to happen by year end. SAS will thereafter file a tender offer with the French Financial Markets Authority (AMF) for the remaining shares in the capital of CLASQUIN, at the same price of €142.03 per share. This draft offer will be submitted to the AMF for approval. SAS intends to proceed with a squeeze-out should applicable conditions be met upon closing of the offer.

This offer is an exceptional opportunity for all stakeholders: cli- ents, employees and shareholders. In addition to the price offered for the shares, it is an outstanding business proposition; subject to completion of the transaction, CLASQUIN will retain its Chief Executive Officer and top management, as well as its head office in Lyon and its teams. I have no doubt that CLASQUIN will continue and further accelerate its growth and development as part of a truly remarkable group.

CONTENTS

00

FOREWORD

01

OVERVIEW

02

BUSINESS

1. JOINT INTERVIEW

1. 2023 HIGHLIGHTS

1. CHANGE IN GROSS PROFIT BY REGION (€M)

12. 2023 FINANCIAL OVERVIEW

1. CLASQUIN SA ORGANISATION CHART

1. 2023 NON-FINANCIAL OVERVIEW

1. 40 YEARS OF WINNING MINDSET

1. GOVERNANCE

1. CLASQUIN, UNIQUE IN ITS FIELD

1. KEY PERFORMANCE FACTORS

1. AN INTERNATIONAL NETWORK

1. EXPERTISE SERVING OUR CLIENTS

1. SECTOR-WISEEXPERTISE

1. AUGMENTED TRANSPORT EXPERTISE

1. DATA AT THE HEART OF PERFORMANCE

1. LIVE AUGMENTED SUPPLY CHAIN

03

RESOURCES

04

FINANCIAL

STATEMENTS

05

APPENDICES

1. AN EFFECTIVE CSR POLICY

1. PEOPLE

1. PARTNER

1. PLANET

1. INSPIRATIONAL AMBASSADORS

1. SHAREHOLDER AND INVESTOR INFORMATION

76. 2023 CONSOLIDATED FINANCIAL STATEMENTS

1. BOARD OF DIRECTORS MANAGEMENT REPORT

1. DRAFT RESOLUTIONS

1

00

FOREWORD

2 CLASQUIN - ANNUAL REPORT 2023

1. JOINT INTERVIEW

1. 2023 HIGHLIGHTS

1. CHANGE IN GROSS PROFIT BY REGION (€M)

3

FOREWORD - JOINT INTERVIEW

JOINT INTERVIEW

1. After CLASQUIN's stellar growth in 2022, how was 2023?

H. M.: After two years of very strong business growth (>15% per year) driven by internal momentum and favourable market conditions, we had expected a "hard landing" owing to the recessionary environment in our markets and falling unit margins. Ultimately, however, we succeeded in maintaining growth (gross profit up 2.2%) thanks to the acquisition of the TIMAR Group, which contributed 11% of this margin, and a very strong sales momentum. As a result, 10% of our 2023 gross profit was generated with new clients. Our operating margin was down (EBITDA down 10.4%) but our EBIT/GP ratio remained solid at over 20%.

Beyond our economic performance, the impacts from two of our strategic pillars are starting to be felt: 24% of our global flows involved Africa in 2023 (mainly flows with North and sub-Saharan Africa) and more than 60% of our clients work with CLASQUIN via LIVE, our digital platform, further consolidating our "People & Technology" positioning.

2. Aside from these excellent results, what were the highlights of 2023?

Y. R.: Two major events took place in 2023:

1. The acquisition of a controlling interest in the TIMAR Group (63.52%) on 28 March 2023, followed by a tender offer: TIMAR is a Moroccan group specialising in the design of innovative solutions in the fields of international trans-

port, logistics and goods transit. The group is listed on the Casablanca Stock Exchange. 14 companies, 18 offices in 9 countries in North Africa (Morocco, Tunisia, Mauritania), West Africa (Senegal, Mali, Ivory Coast) and Europe (France, Spain, Portugal).

Crossing of the 95% shareholding threshold of TIMAR SA's share capital on 1 November 2023. A Mandatory Squeeze-Out Offer for the TIMAR shares was filed by Financière CLASQUIN Euromed on 7 November 2023 with the Moroccan Capital Market Authority (AMMC), which declared the project admissible on 9 February 2024 and approved the offer memorandum on 28 February 2024. The schedule for the transaction is as follows:

1. • Offer launch: 03/08/24;
   • Offer closing: 03/27/24;
   • Settlement and delivery: 04/09/2024;
   • Delisting of TIMAR SA shares: 06/10/2024.
2. On 4 December 2023, I entered into exclusive negotia- tions with SAS Shipping Agencies Services Sàrl ("SAS"), a subsidiary of the MSC Group, a leader in ocean freight and logistics, with a view to selling all my shares, representing
   (together with OLYMP, my family holding company) 42.06% of the share capital of CLASQUIN SA.
3. What were the other major

developments in 2023?

Y. R.: Following the acquisition of TIMAR, the CLASQUIN Group

We wish to sincerely thank all our clients for their loyalty and trust, our fantastic teams for their commitment and professionalism and our shareholders for their active support in our development.

4 CLASQUIN - ANNUAL REPORT 2023

now employs around 1,600 people across 85 offices in 25 countries.

The increase in employee shareholding is also worth noting, representing 15.2% of the share capital as at 31 December 2023.

Last but not least, I am once again immensely proud of our 2023 score of 93/100 on the Gender Equality Index.

4. Could you outline CLASQUIN's main priorities for 2024?

H. M.: The Group will continue to focus on six priority areas, against an uncertain backdrop for world trade.

1. Continuing the integration of the TIMAR Group with the deployment of our digital solutions.
2. Strengthening our resources in order to win and manage Key and Global Accounts: increasing the inter- national scope of our teams, solidifying our process and digital teams and developing new digital offerings.
3. Accelerating the penetration rate of LIVE among our clients, with a specific focus on deploying our high added-value offerings in order to achieve a greater level of integration with our clients, a source of pro- ductivity and reliability.
4. Developing EUROMED trade (Europe, North Africa &
   Turkey), with the Group aiming to become a leading player in these markets.
5. Improving production costs per job at a time of falling unit margins.
6. Lastly, we would like to see tangible progress in reducing the carbon footprint of transport operations carried out on behalf of our clients, moving beyond the SMART GREEN offer promotion stage to the implementation of GREEN business cases designed alongside our clients.

5. How will the CLASQUIN Group's strategy change if it is acquired by SAS?

Y.R. : We have been operating the same business model for over 30 years, that of an asset-light pure player in Freight Forwarding, and we continue to pursue growth across our four pillars: Europe, the Middle East, Asia, North America and, more recently, Africa, with our own offices (85 offices worldwide in 25 countries).

In the event of completion of the proposed transaction with SAS, the plan would be as follows:

• Stability of the management team and the expanded
  Executive Committee, stability of the teams, head office in Lyon, management autonomy;
• Continuity in strategy and vision, with the primary objec- tives of client satisfaction, performance and fun at work;
• Acceleration of growth by offering more innovative solu- tions leveraging the different elements of the MSC Group
  (sea, air, rail, road, barge, warehousing);
• Continued expansion of the international network in markets with high development potential: India, Vietnam,
  Turkey and the Middle East;
• Naturally, CLASQUIN will also continue to grow through acquisitions that complement its international network.

5

FOREWORD - 2023 HIGHLIGHTS

2023 HIGHLIGHTS

CLASQUIN has demonstrated its resilience within a turbulent international environment, marked by more than two consecutive years of the health crisis, the Ukraine conflict and the energy crisis. Despite these challenges, the Company has demonstrated its ability to maintain its trajectory by pursuing strategic acquisitions and optimising its organisation. This is testament to CLASQUIN's solidity and long-term vision, as well as its ability to adapt to the evolving challenges of its business environment.

+6.1%

number of shipments in 2023

TIMAR SA

+2.2%

gross profit in 2023

BUSINESS REVIEW 2023

The number of shipments (excluding TIMAR*) rose 6.1%, reflecting a sustained performance throughout the year:

Acquisition of a controlling interest (63.52%) in the TIMAR Group on 28 March 2023

TIMAR is a Moroccan group specialising in the design of innovative solutions in the fields of international transport, logistics and goods transit. The group is listed on the Casablanca Stock Exchange. 14 compa- nies, 18 offices in 9 countries in North Africa (Morocco, Tunisia, Mauritania), West Africa (Senegal, Mali, Ivory Coast) and Europe (France, Spain, Portugal).

Crossing of the 95% shareholding threshold of TIMAR SA's share capital on 1 November 2023

1. Mandatory Squeeze-Out Offer for the TIMAR shares was filed by Financière CLASQUIN Euromed on 7 November 2023 with the Moroccan Capital Market Authority (AMMC), which declared the project admissible on 9 February 2024 and approved the offer memorandum on 28 February 2024. The schedule for the transaction is as follows:

• Offer launch: 03/08/24;
• Offer closing: 03/27/24;
• Settlement and delivery: 04/09/2024;
• Delisting of TIMAR SA shares: 06/10/2024.

• Sea: +2.1%
• Air: +16.4%
• Road brokerage (excluding TIMAR*): +5.8%

Gross profit exceeded the record level reached in 2022 (up 2.2%), despite pressure on unit margins due to market conditions, thanks to:

• the TIMAR Group acquisition (11% of 2023 gross profit) (gross profit excluding TIMAR*: down 8.8%);
• the acquisition of new clients (10% of 2023 gross profit);
• business development with key accounts (gross profit of the top 30 clients: up 11% versus 2022).

EBITDA saw a limited 10.4% decline to €36.1 million thanks to a 4.2% reduction in expenses (excluding TIMAR*).

Having reached a record level in 2022, mainly bolstered by exceptional market conditions, current operating income remained very high (€29.5 million / down 11.7%), giving an EBIT/GP ratio of 20.6%.

Net profit Group share came to €18.3 million, down 16.2% impacted by a 20.3% increase in the cost of debt, which nevertheless remains under tight control (€0.8 million). The nominal tax rate remains virtually unchanged at 27.8%.

6 CLASQUIN - ANNUAL REPORT 2023