gfi informatique half-year financial report at june 30, 2018 1 2018 - en 180801.pdf · gfi...

Gfi Informatique – Half-Year Financial Report at June 30, 2018 1


CONTENTS

I. HALF-YEAR FINANCIAL REPORT ................................................................................................................................. 1

1. GROUP ACTIVITY IN THE FIRST HALF OF THE YEAR ................................................................................................................... 2 2. SIGNIFICANT EVENTS SINCE JULY 1, 2018 .......................................................................................................................... 12 3. DESCRIPTION OF THE MAIN RISKS AND UNCERTAINTIES THAT THE GROUP WILL FACE IN THE SECOND HALF OF 2018 .......................... 13 4. RELATED PARTY DISCLOSURES .......................................................................................................................................... 13

II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS ....................................................................................... 14

1. CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................................................ 15 2. NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS ........................................................................ 19

III. STATUTORY AUDITORS ........................................................................................................................................ 33

IV. ATTESTATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT ....................................... 34


I. HALF-YEAR FINANCIAL REPORT

1. GROUP ACTIVITY IN THE FIRST HALF OF THE YEAR ................................................................................................. 2

1.1. DESCRIPTION OF THE GROUP’S FINANCIAL RESULTS ................................................................................................................ 2 1.2. SIGNIFICANT EVENTS DURING THE FIRST SIX MONTHS OF THE FINANCIAL YEAR .............................................................................. 3 1.1. FINANCIAL STRUCTURE ................................................................................................................................................... 11 1.2. HEADCOUNT ................................................................................................................................................................ 12 1.3. OUTLOOK .................................................................................................................................................................... 12

2. SIGNIFICANT EVENTS SINCE JULY 1, 2018 ............................................................................................................. 12

3. DESCRIPTION OF THE MAIN RISKS AND UNCERTAINTIES THAT THE GROUP WILL FACE IN THE SECOND HALF OF 2018… ............................................................................................................................................................................ 13

4. RELATED PARTY DISCLOSURES ............................................................................................................................. 13


1. Group activity in the first half of the year

1.1. Description of the Group’s financial results

Group revenue in the first half of the 2018 financial year came out at 625.5 million euros, up significantly by +11.3% year-on-year. Organic growth was 5.2%1.

Group organic revenue growth remained strong at +4.2% in the second quarter compared to +6.2% in the first quarter.

The Group’s operating margin increased to 29.6 million euros, implying growth of 17% in absolute value, and up 0.2 points to 4.7%.

IN FRANCE

In France, revenue came out at 439.3 million euros, compared with 418.5 million euros at 30 June 2017, representing reported and like-for-like growth of 5.0% and 4.1%, respectively. Growth in the second quarter reached 4.4%, of which 2.9% on a like-for-like basis. The operating margin amounted € 16.5 million compared with € 15.6 million in H1 2017, increasing by 5.8% despite an unfavorable calendar in the first half (-1 business day).

The Services activity turned in a strong performance in the first half, benefiting from a growth in the activity rate and stable average daily rate (ADR). France benefitted from the closing of major contracts with its big customers and also from new contracts in the mid-market. The first half was also marked by the consolidation of the Solutions Business activity thanks to high order intake over the period and sustained business level. The Software activity declines on the first half of 2018 due to a high basis of comparison, but the second half should be more dynamic.

Sales activity was very intense over the period, and at 30 June, the rolling book-to-bill was 1.23.

On the half-year, the Group pursued and stepped up its investments in France, notably in the Solutions, Digital and Outsourcing segments. In addition, to support its new offers for its clients, the France increased the number of “Fablabs” in regions. “Fablabs” enable the Group’s customers to submit business transformation issues in order to provide innovative solutions.

Finally, the Company demonstrated its dynamism and strong appeal in recruiting with 1,144 new employees for a net increase of 171 people.

INTERNATIONAL ACTIVITY

International business grows strongly

At 186.3 million euros, international business accounted for 29.8% of sales in the first half of 2018, compared with 25.5% a year earlier. Underpinned by the acquisitions carried out in 2018, growth on a reported basis reached +29.8% and +8.4%, on a like-for-like basis, over the half-year. The operating margin also progressed strongly by 7.0% to 13.1 million euros compared with year-earlier levels of +6.8% and 9.7 million euros, respectively.

Iberia-LatAm

H1 2018 revenue rose from 109.8 million euros to 120.6 million euros, implying growth of 9.8% at the reported level and of 7.1% on a like-for-like basis. The operating margin was 6.1%, compared with 6.7% last year, due to a very strong basis of comparison.

Spain reported sustained organic growth over the period (2.8%) and, in particular, a sharp improvement in operating margin which came out at 4.1 million euros versus the year-earlier level of 2.8 million euros representing respectively 6.1% and 4.3% of the revenue.

1Gfi Informatique opted for the modified retrospective method. The application of the standard led the Group to recognize a turnover of 1.9 million euros. The accounts as of June 30, 2017 have not been restated.


The operating margin in Portugal rose from 11.4% for the period ended 30 June 2017 to 6.6%. The margin in Portugal benefited from the enhanced profitability of core activities as well as the development of the Roff SAP business. The decline on year-earlier level was expected, given the high basis of comparison.

At the reported level, strong revenue growth in the LatAm area was underpinned by the acquisition of Gesfor in Mexico (consolidated since 1st March 2018). Core activities in the area also enjoyed strong growth of 51.4% over the period.

Northern and Eastern Europe (Benelux, Poland and Switzerland)

Regional revenue soared to 55.0 million euros in H1 2018 from the year-earlier level of 26.1 million euros at 30 June. Activity in the area was notably driven by the consolidation of Realdolmen’s activities on the 1st of June. However, like-for-like regional growth of 9.7% also demonstrated the dynamism in Belgium, Poland and Switzerland.

The surge in operating margin from 2.2 million euros to 5.0 million euros was also underpinned by the contribution of Realdolmen. As a percentage of sales, the operating margin came out at 9%, compared with 8.3% in H1 2017.

Africa and the Rest of the World

The contribution from the rest of the world activities rose from 7.6 million euros in H1 2017 to 10.7 million euros at end-June 2018 primarily (8.8 million euros) generated by activities in Africa. They marked up strong growth of 53.1%, of which 29.9% on a like-for-like basis. Revenue in Africa benefited from the acquisitions of Cynapsys in Tunisia (consolidated since 1st March) and Value Pass (since 1st June). Organic growth was sustained by Morocco and Angola.

OPERATING PROFIT

Operating income came out at 19.5 million euros, up 2% on the year-earlier level of 19.1 million euros.

This result benefited from operating margin improvement but also takes into account all costs related to acquisitions carried out in the first half of the year (3.8 million euros) and notably those attached to the take-over bid on Realdolmen.

Restructuring costs in the amount of 4.7 million euros, incurred for the most part in the first half, were contained and down slightly compared to 5.1 million euros the previous year. The cost of debt increased by 1.7 million euros to 2.7 million euros mainly due to financing costs related to the Realdolmen transaction.

As a result, net profit after tax came out at 7.3 million euros, compared with 8.4 million euros last year.

1.2. Significant events during the first six months of the financial year

CONTINUED ROLL-OUT OF THE GROUP’S INTERNATIONAL DEVELOPMENT STRATEGY

During the first semester, the Group Gfi Informatique acquired the following companies:

CYNAPSYS

On February 6, 2018, Gfi Informatique Group acquired the Tunisian group Cynapsys, a group of multi-specialist companies in France (service centres) and local clients in Tunisia and the broader African market.

Cynapsys had already partnered the Group in several transactions in North Africa. Cynapsys Group generates revenue of 5 million euros and profitability levels that are in line with similar activities carried out by the GFI Informatique Group. It has a headcount of 150 people in France and Tunisia. Cynapsys group was consolidated in Gfi Informatique's accounts on March 1st, 2018.

GESFOR

On February 22, 2018, Gfi Informatique acquired the Mexican company, Gesfor Mexico S.A. de C.V. and its subsidiaries.

Gesfor's main business activity involves outsourcing technical assistance and application development services. It also conducts IT projects, with banks and financial institutions as its main customers. In 2017, the Gesfor Group had 440


employees, including 400 IT consultants and around forty support staff members. The Gesfor Group also posted revenue of 12 million euros mainly in Mexico, of which close to 80% in the banking sector. The acquisition of the Gesfor Group represents a real opportunity for the Gfi Group, enabling it to acquire market share in Mexico and to strengthen its commercial ties with leading banking customers that GFI Informatique already has in Spain.

This acquisition has strengthened the Group's presence in Latin America where it posted cumulative revenue of 15.7 million euros in 2017. With the activities of Efron and Roff in SAP, the Group posted revenue of more than 4.1 million euros in Mexico before this transaction. Gesfor, which is expected to contribute profit as of 2018, was consolidated on March 1st, 2018.

VALUE PASS

Gfi Maroc acquired Value Pass. This company is the first partner to receive SAP certification in the French-speaking African countries. The company generates full-year revenue of 5 million euros and has a staff of around 70 people. Value Pass was consolidated on 1st June 2018.

GFI INFORMATIQUE CARRIES OUT FRIENDLY TAKEOVER BID OF REALDOLMEN

PRESENTATION OF FRIENDLY TAKEOVER BID

On February 23, 2018, Gfi Informatique and Realdolmen, a leading IT services provider in Belgium and Luxembourg, announced that they had signed a transaction agreement, the terms of which required Gfi Informatique to file with the Belgian Financial Services and Markets Authority (FSMA) a voluntary and conditional takeover bid in cash for all outstanding Realdolmen shares and warrants at a unit price of 37.00 euros per share and 11.03 euros per warrant. This represents a premium of 11% relative to the closing share price on February 22, 2018 (the day before the takeover bid was announced) and of 22% and 28% respectively relative to the average weighted share prices of volumes traded over the 3 and 6 months periods prior to the announcement. The takeover bid proposal was filed with the FSMA on March 8, 2018.

Realdolmen is an independent ICT expert supporting clients through the complete ICT-lifecycle, combining support services in both infrastructure and applications with product offerings. Its main divisions are IT & business consulting services and IT business support with an especially strong presence in the upper range of SMEs.

With around 1,250 highly trained employees, Realdolmen provides strategic, tactical and operating services to over 1,000 clients in Belgium and Luxembourg.

The transaction will deepen Gfi Informatique's footprint in Belgium and Luxembourg, in line with its international expansion strategy. It will draw on Realdolmen's management and employees to further develop a platform for the Benelux.

The proposed price gives a transaction value of around 196 million euros. The offer is conditional upon Gfi Informatique obtaining over 75% of Realdolmen's fully diluted share capital and more than 75% of its voting rights.

A group of entities and persons affiliated with the Colruyt family and QuaeroQ CVBA, long-term shareholders of Realdolmen that together represent 21.94% of its share capital, entered into undertaking with Gfi Informatique to tender their shares to the bid. Under the terms of the agreement Realdolmen undertook not to tender its 3,192 treasury shares.

On April 24, 2018, the FSMA approved the prospectus relative to Gfi Informatique’s takeover bid, including Realdolmen’s response brief (“The Prospectus”).

An electronic version of the Prospectus (including the annexed response) is available on the following websites: www.realdolmentenderoffer.com, www.bnpparibasfortis.be/epargneretplacer (French and English), www.bnpparibasfortis.be/sparenenbeleggen (Dutch and English), www.gfi.world and www.realdolmen.com.

GFI INFORMATIQUE'S FRIENDLY TAKEOVER BID OF REALDOLMEN: A TREMENDOUS SUCCESS

• Initial acceptance period

On June 4, 2018, Gfi Informatique announced the success of the transaction. At the close of the initial acceptance period on May 31, 2018, 4,622,071 shares and 80,000 warrants, representing 88.92% of the securities issued by Realdolmen (on a fully diluted basis), had been tendered.

Payment for the shares and warrants tendered was made on June 12, 2018.

http://www.realdolmentenderoffer.com/

http://www.bnpparibasfortis.be/epargneetplacer

http://www.bnpparibasfortis.be/epargneetplacer

http://www.gfi.world/

http://www.realdolmen.com/


• Voluntary reopening of the offer

At the end of the initial acceptance period, more than 75% of the securities issued by Realdolmen (on a fully diluted basis) and more than 75% of the voting rights attached to the Realdolmen shares had been tendered in the context of the offer. Gfi Informatique therefore decided to go ahead with the voluntary reopening of the offer which ran from June 5, 2018 to June 25, 2018 under the same conditions as during the initial acceptance period.

The results of the transaction were announced on June 27, 2018; 152,607 Realdolmen shares representing 2.89% of the total number shares issued by the company (on a fully diluted basis), were tendered during the voluntary reopening period, raising Gfi Informatique’s stake to 4,854,678 shares, representing 91.81% of the shares issued by Realdolmen.

Payment of the securities tendered was made on July 4, 2018.

• Mandatory reopening of the offer

At the end of the initial acceptance and voluntary reopening periods, more than 90% of the shares issued by Realdolmen had been tendered. As such, the bid was reopened for an additional period running from June 28, 2018 to July 18, 2018. The mandatory reopening of the offer is subject to the same conditions as those during the initial acceptance period and the voluntary reopening of the bid.

The results of the mandatory reopening are communicated on paragraph 2 “Significant events since July 1st, 2018”.

FINANCING: SIGNATURE OF A SYNDICATED LOAN AGREEMENT SUBJECT TO CERTAIN CONDITIONS

On February 21, 2018, Gfi Informatique contracted a syndicated loan, subject to the success of its friendly takeover bid of RealDolmen. This credit facility involves:

• a 200 million euros loan redeemable over five years (40% of the loan will be repaid on maturity) to finance the acquisition of Realdolmen;

• a bridge financing for 110 million euros to refinance the existing syndicated loan and, potentially, also the existing private placement. This loan will be refinanced by a new private placement;

• a 50 million euros loan for acquisitions, redeemable over five years, which represents new sources of funds for the Group's acquisitions and investments;

• a five-year 50 million euros revolving credit to fund the Group's working capital requirements.

FRIENDLY ACQUISITION OF MAJOR STAKE IN GFI INFORMATIQUE BY MANNAI CORPORATION

COMPLETION OF THE SALE OF GFI INFORMATIQUE SHARES HELD BY ITEFIN PARTICIPATIONS AND BOUSSARD &

GAVAUDAN TO THE COMPANY, MANNAI CORPORATION

As a reminder, under the terms of the Shareholder Agreement drawn up on May 10, 2017 and published on May 18, 2017 under number 217C0991, the companies Apax (via Itefin Participations) and Boussard & Gavaudan pledged to sell all of their stake in Gfi Informatique to Mannai Corporation. The disposal of the first block of shares was carried out on June 19 and July 10, 2017 (see paragraph 1.7.1, page 23 of the 2017 Registration Document) by way of an off-market sale of Gfi Informatique shares held by Apax (via Itefin Participations) and Boussard & Gavaudan to Mannai Corporation, which acquired 10,206,695 additional shares at a unit price of 8.50 euros (ex-dividend), representing around 15% of the share capital and voting rights of Gfi Informatique (on a fully diluted basis). This constitutes the remaining capital stakes held in Gfi Informatique by the two shareholders on June 12, 2018 (“The Second Block”).

The breakdown of Gfi Informatique’s share capital after the disposal of the Second Block is given in the paragraph below, “Shareholding structure at June 30, 2018”.

The disposal of the Second Block of shares resulted in the termination of:

the Shareholders Agreement between Apax, Boussard & Gavaudan and Mannai Corporation concluded on April 8, 2016 (AMF notice published under number 216C0904), amended on May 10, 2017, filed with the AMF on May 16, 2017 and published on May 18, 2017 under number 217C0991, and the termination of the concert set up between the parties. The termination of the Shareholders Agreement was officially recorded on June 14, 2018;


the Shareholders Agreement concluded on April 8, 2016 (AMF notice published under number 216C0904) between Apax and Boussard & Gavaudan concerning their stakes in Gfi Informatique, and the termination of the concert sub-group set up between the parties. The termination of the Shareholders Agreement was officially recorded on June 14, 2018.

DECLARATIONS OF CROSSING OF THRESHOLDS AND OF INTENTION

Within the context of the friendly takeover of a majority stake by Mannai Corporation and in particular the disposal on June 12, 2018 of the Second Block of shares held by Itefin Participations and Boussard & Gavaudan, Gfi Informatique was notified of the following threshold crossings:

Threshold(s) crossed

Date

Thresholds

crossed

- share capital

- voting rights Direction

Shareholder involved in

Threshold crossings Number of shares held

% held

Share capital

voting rights(1)

(1) On the basis of a share capital consisting of 66,570,771 shares representing an equal number of voting rights, in accordance with the

provisions of Article 223-11 of the General Regulations of the Autorité des marchés financiers (AMF).

(2) Boussard & Gavaudan: BG Select Investments Limited (Ireland), Boussard & Gavaudan Holding Limited and BG Master Fund ICAV.

(3) Concert comprising Mannai Corporation Q.P.S.C, FPCI Apax France VII, Itefin Participations, Altamir, BG Master Fund ICAV, BG Select

Investments (Ireland) Limited and Boussard & Gavaudan Holding Limited, in accordance with the Shareholders’ Agreement signed on

April 8, 2016.

(4) In accordance with the provisions of Article L. 233-9 I 4° of the French Commercial Code, the percentage of Gfi Informatique’s share

capital (and voting rights) held by Mannai Corporation includes the 10,206,695 shares acquired off-market from Boussard & Gavaudan

and Itefin Participations on June 12, 2018 at a unit price of 8.50 euros, as well as the 37,440 free shares acquired on May 24, 2018, from

a shareholder that could not tender its shares during the public offering initiated by Mannai Corporation in 2016, and which exercised its

option to sell its stake by way of a liquidity agreement concluded with Mannai Corporation in November 2016.


SHAREHOLDING STRUCTURE OF GFI INFORMATIQUE AT JUNE 30, 2018

To the Company’s knowledge, the estimated breakdown of its shareholding structure at June 30, 2018 is as follows:

At June 30, 2018 At December 31, 2017

Share capital and voting rights

% of share capital and

voting rights(1)

Share capital and voting

rights

% of share capital and voting rights(1)

Itefin Participations(3)

FCPI Apax France VII Altamir

- - -

- - -

4,265,572 - -

6.41% - -

Total Apax -- - 4,265,572 6.41%

BG Master Fund ICAV BG Select Investments (Ireland) Limited Boussard & Gavaudan Holding Limited

- - -

- - -

264,528 4,373,436 1,303,159

0.40% 6.57% 1.96%

Total Boussard & Gavaudan - - 5,941,123 8.92%

Total Apax/Boussard & Gavaudan sub-group - - 10,206,695 15.33%

Mannai Corporation QSC

64,306,942(2)

96.60% 54,062,807

81.21%

Public 2,263,829

3.40% 2,301,269 3.46%

Total 66,570,771 100% 66,570,771 100%

(1) On the basis of a share capital consisting of 66,570,771 shares representing an equal number of voting rights, in accordance with the

2nd paragraph of Article L.223-11 of the General Regulations.

(2) It is specified that, on May 24, 2018, Mannai Corporation acquired 37,440 shares at a unit price of 8.50 euros from a holder of free shares

that could not tender its stake during the public offering initiated by Mannai Corporation in 2016 and which exercised its option to sell by

way of a liquidity agreement concluded with Mannai Corporation in November 2016.

(3) Itefin Participations is a holding company owned by FCPR Apax VII (52.56%), Altamir (39.65%), Auteuil Conseil (7.76%), and Vincent

Rouaix (0.03%).

NEW GOVERNANCE MODEL

Following the Company's General Meeting held on June 8, 2018 and the disposal of the Second Block of Gfi Informatique shares on June 12, 2018, the Board of Directors voted on June 14, 2018 to implement a new Board of Directors and adopted the following motions:

• to acknowledge the expiry of the term of office of Mr. William Bitan as Director, and implement the General Meeting’s decision not to renew his mandate;

• to renew the term of office of Mr. Henri Moulard as Observer for another period of 3 years, until the close of the 2021 Ordinary General Meeting called to approve the financial statements for the year ending December 31, 2020;

• to acknowledge the appointment of Mr. José Cojest on May 16, 2018 to replace Mr. Jean-Philippe Duboust as the Director representing the employees;

• to acknowledge the resignation of, and the decision not to replace Mr. Patrick de Giovanni as Observer;

• to acknowledge the resignation of, and the decision not to replace Mr. Henry Capelle as Observer;

• to acknowledge the resignation of Mr. Gilles Rigal as Director representative of the company Itefin Participations, and appoint Mr. Patrick de Giovanni by co-optation to serve as Director for the remainder of the mandate of Itefin Participations which is due to expire at the close of the 2019 Ordinary General Meeting called to approve the financial statements for the year ending December 31, 2018; This co-optation will be subject to ratification at the next Ordinary General Meeting of Gfi Informatique shareholders.


Consequently, the composition of the Board of Directors of Gfi Informatique at June 30, 2018 is as follows:

Members of the Board of Directors Functions

Vincent Rouaix Chairman and General Manager

Anne-Lise Bapst Independent director

José Cojest Director representing the employees

Patrick de Giovanni Independent director

Carolle Foissaud Independent director

Alekh Grewal Director

Keith Higley Director

Sabine Schimel Independent director

Santhosh Krishnamoorthy Observer

Jean-Paul Lepeytre Observer

Gérard Longuet Observer

Henri Moulard Observer

Nicolas Roy Observer

Laurent Calvet Central Works Council Representative of the Gfi Informatique ESU

Nadira Zeroual Central Works Council Representative of the Gfi Informatique ESU

INDEPENDENT DIRECTORS

In addition, upon the recommendation of the Appointments and Compensation Committee, the Board of Directors on June 14, 2018 reviewed the status of Mr. Patrick de Giovanni to ensure that it satisfied the independence criteria prescribed by the AFEP-MEDEF Corporate Governance Code and the Group’s Internal Regulations.

As such, given the disposal of Itefin Participations’ entire stake in Gfi Informatique’s share capital to Mannai Corporation, the Board decided that all of the independence criteria related to Mr. Patrick de Giovanni’s Director mandate had been met, and that his appointment respected the percentage of Independent Directors prescribed by the AFEP-MEDEF Corporate Governance Code.

LEAD DIRECTOR

Upon the recommendation of the Appointments and Compensation Committee, the Board of Directors decided on June 14, 2018 to appoint Mr. Patrick de Giovanni as Lead Director, in accordance with the provisions set forth in Article 3.2 of the AFEP-MEDEF Corporate Governance Code.

As a reminder, in accordance with Article 1.4.2 of the Interior Regulations of the Board of Directors adopted on March 20, 2018, the mission of the Lead Director is to ensure the correct functioning of the Company’s governing bodies.

The role of the Lead Director is to:

• ensure that the Directors receive the information they need to exercise their mission under the best possible conditions, in accordance with the provisions of the Board’s Interior Regulations;

• make sure that the Directors have enough time to discuss the items on the Board’s agenda;

• prevent and manage conflicts of interest: the Lead Director is in charge of preventing the occurrence of conflicts of interest by raising awareness to situations that could create such conflicts. Directors must inform the Lead Director of any actual or potential conflict of interest. The Lead Director communicates this information to the Board, as well as any situation he has identified himself that could create a potential conflict of interest.


COMPOSITION OF COMMITTEES

Following the new composition of the Board of Directors and the term of the mandates of the members of the Board’s Special Committees which coincide with the terms of office of the Board’s Directors and Observers, in accordance with the provisions of Article 7.3; 9.1; In accordance with Articles 10.1 and 11.1 of the Internal Regulations of the Board of Directors, on June 14, 2018 the Board fixed the composition of its Committees as follows:

AUDIT AN INTERNAL CONTROL COMMITTEE

Patrick de Giovanni (1) (2) Chairman

Alekh Grewal Member

Sabine Schimel (2) Member

APPOINTMENTS AND COMPENSATION COMMITTEE

Henri Moulard (3) Chairman

Anne-Lise Bapst (2) Member

Alekh Grewal Member

INVESTMENTS COMMITTEE

Vincent Rouaix Chairman

Alekh Grewal Member

Santhosh Krishnamoorthy (3) Member

Jean-Paul Lepeytre (3) Member

Nicolas Roy (3) Member

STRATEGIC COMMITTEE

Jean Paul Lepeytre (3) Chairman

Carolle Foissaud (2) Member

Gérard Longuet Member

Alekh Grewal Member

Santhosh Krishnamoorthy (3) Member

Vincent Rouaix Member

(1) Upon the recommendation of the Appointments and Compensation Committee, on June 14, 2018 the Board of Directors appointed

Patrick de Giovanni to succeed William Bitan as Chairman of the Audit and Internal Control Committee;

(2) Independent Director.

(3) Observer of the Board of Directors.


FINANCIAL AUTHORISATIONS GRANTED BY THE EXTRAORDINARY AND ORDINARY GENERAL MEETING OF JUNE 8, 2018

Type Subject

Resolution No. 12

Share buyback programme

Duration: 18 months

Authorisation to be granted to the Board of Directors to implement a share

buyback programme by stock market orders, buyback of blocks and disposal

of the shares thus acquired by any means. Possibility to reduce the share

capital by cancellation of the repurchased shares. Maximum unit purchase

price: 10 euros.

Purchase volume limit: up to 10% of the share capital.

Resolution No. 13

Free share plan

Duration: 26 months

Authorisation granted to the Board of Directors, for a period of twenty six

months, to freely allocate existing or to-be-issued Company shares reserved

for employees and/or executive officers of the Group and/or its companies,

subject to achieving a set of performance objectives and within the limit of

1.82% of the capital (around 1,200,000 shares) of which a maximum of 25%

may be attributed to executive officers.

Resolution No. 14

Authorisation granted to the Board of

Directors to reduce the share capital

through the cancellation of all or some of

the Company's treasury shares

Duration: 18 months

Authorisation granted to the Board of Directors to reduce the share capital of

the Company through the cancellation of all or some of the treasury shares

that it may acquire as part of the share buyback programme and for up to a

maximum of 10% of the share capital of the Company per 24-month period.

Resolution No. 15

Delegation of authority granted to the

Board of Directors to increase the share

capital by issuing ordinary shares and/or

transferable securities giving access to the

Company’s share capital, with preferential

subscription rights for shareholders

maintained.

Duration: 26 months

Delegation of authority granted to the Board of Directors to increase the share

capital by issuing ordinary shares and/or transferable securities giving access

to the Company's share capital, with preferential subscription rights for

shareholders maintained, within the limit of 20% of the share capital and a

total nominal value of 120 million euros (1) for the issue of debt securities giving

access to the Company's share capital.

Resolution No. 16


Board of Directors to issue ordinary shares

and/or transferable securities giving

access to the Company's share capital

(without preferential subscription rights for

shareholders) by way of a private

placement as specified in Article L.411-2 II

of the French Monetary and Financial

Code.

Duration: 26 months

Delegation of authority granted to the Board of Directors for a period of 26

months to issue ordinary shares and/or transferable securities giving access

to the Company's share capital (without preferential subscription rights for

shareholders) by way of a private placement as specified in Article L.411-2 II

of the French Monetary and Financial Code.

The capital increase is capped at 10% of the share capital during the same

annual period. This limit may not exceed the amount of the ceilings fixed by

the fifteenth resolution, to which may be added, if applicable, the nominal

amount of additional shares to be issued to preserve the rights of holders of

transferable securities giving access to the capital in accordance with legal

and regulatory provisions as well as contractual stipulations. This amount will

be deducted from the global ceilings set in the fifteenth resolution.


Resolution No. 17


Board of Directors to increase the number

of shares to be issued in the event of a

capital increase with preferential

subscription rights of shareholders.

Duration: 26 months

Delegation of authority granted to the Board of Directors to increase the

number of shares to be issued in connection with capital increases referred to

in the 15th resolution, for up to a maximum of 15% of the initial issuance.

Resolution No. 18



capital for up to 10% in consideration of

contributions in kind made to the

Company, by issuing Company shares

and/or other transferable securities giving

access to the share capital.

Duration: 26 months

Delegation of authority granted to the Board of Directors to decide to increase

the share capital in consideration of contributions in kind made to the

Company, by issuing Company shares and/or transferable securities giving

access to the share capital. Capital increase capped at 10% of the Company’s

share capital.

Resolution No. 19



capital by incorporation of reserves,

earnings, premiums or other amounts.

Duration: 26 months

Delegation of authority granted to the Board of Directors to increase the share

capital by incorporating all or part of the reserves, earnings, premiums or other

amounts for which incorporation into the share capital would be permitted.

Capital increase capped at 35% of the Company’s share capital on the day of

the General Meeting, to which may be added, if applicable, the nominal

amount of additional shares to be issued to preserve the rights of the holders

of transferable securities giving access to the capital in accordance with legal

and regulatory provisions as well as contractual stipulations.

(1) Ceilings common with those of the authorisations granted in resolutions no. 16, 17 and 18.

DIVIDENDS PAID OUT FOLLOWING THE COMBINED GENERAL MEETING OF JUNE 8, 2018

After obtaining shareholder approval during the Ordinary and Extraordinary General Meeting on June 8, 2018, the Company

distributed a dividend of 0.15 euro cents per share. After deducting 68,889 treasury shares, the Company paid out a total cash

dividend of 9,975,282.30 euros on June 14, 2018.

1.3. Financial structure

GEARING AND OPERATING CASH FLOW

In the first half, operating cash flows before cost of net debt and income tax expense stood at 30.9 million euros, up 14.6% compared to the end-June 2017 level of 27.0 million euros. Given the growth in business, WCR consumption was controlled at -15.7 million euros, compared with -28.7 million euros at end-June 2017. Investments in fixed assets increased from 16.6 million euros to 17.7 million euros. The major element of the half-year remained the acquisitions, which amounted to € 154.8 million, mainly comprising 171 million euros (before cash), disbursed for the acquisition of 88.92% of the Realdolmen shares.

At 30 June 2018, net debt totalled 319 million euros, implying gearing of 104%, in line with Group expectations.

To finance its acquisitions, the Group undertook a total refinancing of its debt. At 30 June 2018, the Group had contracted a syndicated loan in the amount of 200 million euros and a 85 million euro bridge loan to cover the existing pre-acquisition debt


and its 2018 first-half acquisitions, including Realdolmen. In addition this loan includes an acquisition and a revolving loan, totalling 100 million euros. The Group complied with the terms of the covenants as of 30th June 2018.

1.4. Headcount

The Group’s workforce (excluding subcontractors) totalled 17,000 employees at 30 th June 2018, compared to 14,800 at 31st December 2017. On the basis of the actions undertaken, particularly in France, the number of hiring’s net of terminations in the second half is positive despite the fact that the attrition rate remains high.

1.5. Outlook

For the 2018 financial year, while remaining attentive to the economic environment and on the back of acquisitions, the Group is maintaining its full-year objectives to pursue its transformation, continue to build up its international presence and improve its operating margin.

2. Significant events since July 1, 2018

FRIENDLY TAKEOVER BID BY GFI INFORMATIQUE OF REALDOLMEN: RESULTS OF THE MANDATORY REOPENING PERIOD

The mandatory bid-reopening period, launched on June 28, 2018, closed on July 18, 2018. During the mandatory reopening period, 208,126 Realdolmen shares, representing 3.94% of the shares issued by the Company, were tendered. Gfi Informatique henceforth holds 5,062,804 Realdolmen shares, representing 95.75% of the shares issued by the Company.

The bid price for the shares tendered will be paid on July 27, 2018.

• Launch of takeover bid

At the end of the initial acceptance period, and the voluntary and mandatory reopening periods, more than 95% of the shares issued by Realdolmen had been tendered to the bid. Since more than 90% of shares had been tendered, Gfi Informatique decided to launch a takeover bid.

As a consequence, the bid will be reopened for an additional period running from July 23, 2018 to August 10, 2018, subject to the same conditions as those applied during the initial acceptance period and the voluntary and mandatory reopening periods.

All shares that have not been tendered at the end of the reopening period will be automatically transferred to Gfi Informatique. The funds required to pay for the transferred shares will be deposited with the Caisse des Dépôts et Consignations for the benefit of shareholders who have not tendered their shares as part of the takeover bid. At the end the takeover bid, the Realdolmen shares will be delisted from the Euronext Brussels Stock Exchange.

The reader is reminded that Gfi Informatique is offering 37 euros per share, which represents a premium of 11% over the closing price of the share on February 22, 2018, the day before the offer was announced, and a premium of 22% and 28% over volume-weighted average prices over the past 3 and 6 months, respectively.


3. Description of the main risks and uncertainties that the Group will face in the second half of 2018

Although Gfi Informatique’s revenue is largely protected by framework and multi-year contracts, the Group remains attentive to changes in the economic and financial environment and is closely monitoring the situation.

For the sake of completeness, it should be noted that in its Registration Document, the Gfi Informatique Group makes the following comments about the risk factors associated with goodwill: “The value of goodwill may be negatively affected by impairment in the event of deterioration of the business concerned and/or a negative change in its long-term outlook and/or external parameters (increase in interest rates, economic crisis).

For continuing operations, these assets are valued periodically based on the recoverable value. The recoverable value is the higher of the fair value less costs to sell and the value in use. The procedures for determining the value in use are sensitive to any changes in the features of the underlying economic model.

The risk of goodwill impairment losses may also arise as part of a disinvestment strategy, when the disposal of a business is planned. In this particular case, goodwill is valued based on the estimated sale price, net of sale costs, which may be lower than the book value of the business”.

In addition, a new litigation procedure against the Company required particular attention over the first half of 2018. At this stage, given the provisions that have already been made in this regard, the Company considers that the monitoring carried out by the Legal Division and the insurance policies taken out are sufficient to limit the potential impact of this litigation. The not depreciated receivable is estimated at € 1.4 million as of June 30, 2018 and will be revalued according to the evolution of the litigation.

The Company currently estimates that the risk factors described in its Registration Document filed on April 18, 2018 under No. D.18-0342 have not changed significantly since the date it was filed.

4. Related party disclosures

TRANSACTIONS CONCLUDED BETWEEN THE COMPANY AND ITS REFERENCE SHAREHOLDER

See paragraph 9.6, "Related-party disclosures", on page 157 of the 2017 Registration Document.

For the record, the disposal of the Second Block of shares held by Itefin Participations and Boussard & Gavaudan to Mannai Corporation resulted in the termination of:

the Shareholders Agreement between Apax, Boussard & Gavaudan and Mannai Corporation concluded on April 8, 2016 (AMF notice published under number 216C0904), amended on May 10, 2017, filed with the AMF on May 16, 2017 and published on May 18, 2017 under number 217C0991, and the termination of the concert set up between the parties. The termination of the Shareholders Agreement was officially recorded on June 14, 2018;

the Shareholders Agreement concluded on April 8, 2016 (AMF notice published under number 216C0904) between Apax and Boussard & Gavaudan concerning their stakes in Gfi Informatique, and the termination of the concert sub-group set up between the parties. The termination of the Shareholders Agreement was officially recorded on June 14, 2018.

OTHER TRANSACTIONS WITH MANAGEMENT BODIES

See paragraph 9.6 - "Related-party disclosures" - on page 157 of the 2017 Registration Document and Note 15 - "Compensation paid to members of supervisory and management bodies" - on pages 164 of the 2017 Registration Document.


II. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. CONSOLIDATED FINANCIAL STATEMENTS ............................................................................................................... 15

1.1. CONSOLIDATED COMPREHENSIVE INCOME STATEMENT ........................................................................................................ 15 1.2. CONSOLIDATED CASH FLOW STATEMENT........................................................................................................................... 16 1.3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION........................................................................................................... 17 1.4. CHANGE IN CONSOLIDATED SHAREHOLDERS' EQUITY ........................................................................................................... 18

2. NOTES TO THE CONDENSED CONSOLIDATED HALF-YEAR FINANCIAL STATEMENTS ................................................ 19

NOTE 1 Accounting rules and principles ...................................................................................................................... 19 NOTE 2 Consolidation scope ........................................................................................................................................ 20 NOTE 3 Revenue and trade receivables ....................................................................................................................... 22 NOTE 4 Staff costs and benefits expenses ................................................................................................................... 23 NOTE 5 Net operating income ..................................................................................................................................... 24 NOTE 6 Financing......................................................................................................................................................... 25 NOTE 7 Income tax expense ........................................................................................................................................ 26 NOTE 8 Intangible assets and property, plant and equipment .................................................................................... 27 NOTE 9 Shareholders' equity ....................................................................................................................................... 29 NOTE 10 Provisions and contingent liabilities ........................................................................................................... 30 NOTE 11 Subsequent events to the closing date ....................................................................................................... 30 NOTE 12 IFRS 15 application, transition tables ......................................................................................................... 31


1. Consolidated financial statements

1.1. Consolidated comprehensive income statement

NET INCOME

OTHER COMPREHENSIVE INCOME

(in thousands of euros) 06.30.18(1) 06.30.17 (1)

Revenue note 3 625 512 562 073

Staff costs note 4 (429 850) (397 097)

Operating expenses (145 095) (121 509)

Non-income taxes (9 479) (9 176)

Depreciation (other than goodw ill) (10 678) (8 554)

Other operating income and expenses (796) (397)

OPERATING MARGIN 29 614 25 340

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

Amortization of intangibles identif ied on acquisitions (1 170) (1 278)

Restructuring costs note 5 (4 684) (5 137)

Gains (losses) on disposals note 5 (363) (62)

Goodw ill impairment losses note 8 - -

Other operating income and expenses note 5 (3 875) 254

OPERATING PROFIT 19 522 19 117

Income from cash and cash equivalents 322 20

Cost of gross debt (3 021) (1 756)

COST OF NET DEBT note 6 (2 699) (1 736)

Other f inancial income (expenses) note 6 (317) (641)

Income tax expense note 7 (9 162) (8 386)

Share of profit (loss) of associates - -

NET CONSOLIDATED INCOME 7 344 8 354

Group stockholders' equity 7 053 8 139

Non-controlling interests 291 215

Basic earnings per share (in euros) note 9 0,11 0,13

Diluted earnings per share (in euros) note 9 0,11 0,13(1) The half-year f inancial statements for 2018 are in applicat ion of IFRS 15 and those for June 30, 2017 are in applicat ion of IAS18.


NET CONSOLIDATED INCOME 7 344 8 354

Items reclassified to net income

Recognized translation differences (17) (46)

Gains (losses) on hedging instruments (4) 62

Other comprehensive income

Changes in actuarial differences - -

Deferred tax on other comprehensive income (333) -

TOTAL OTHER COMPREHENSIVE INCOME/LOSS (354) 16

TOTAL COMPREHENSIVE INCOME 6 990 8 370

Group stockholders' equity 6 699 8 155

Non-controlling interests 291 215(1) The half-year f inancial statements for 2018 are in applicat ion of IFRS 15 and those for June 30, 2017 are in applicat ion of IAS18.


1.2. Consolidated cash flow statement

CHANGE IN NET FINANCIAL DEBT


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)(1) The half-year f inancial statements for 2018 are in applicat ion of IFRS 15 and those for June 30, 2017 are in applicat ion of IAS18.

(in thousands of euros) 12.31.17 Variation 06.30.18

Marketable securities 145 2 147

Cash at bank and in hand 29 530 45 069 74 599

Bank overdrafts (33 017) (28 899) (61 916)

Net cash and cash equivalent (3 342) 16 172 12 830

Long-term debt (81 353) (172 292) (253 645)

Short-term debt (excluding bank overdrafts) (53 461) (24 379) (77 840)

Gross borrowings (134 814) (196 671) (331 485)

Net borrowings (138 156) (180 499) (318 655)


1.3. Consolidated statement of financial position

ASSETS

LIABILITIES

(in thousands of euros) 06.30.18 (1) 12.31.17 (1)

Goodw ill note 8 425 106 283 126

Other intangible assets note 8 87 047 81 272

Property, plant and equipment note 8 32 620 21 315

Non-current f inancial assets 15 742 14 909

Deferred tax assets note 7 26 071 8 068

Other non-current assets 23 470 24 717

NON-CURRENT ASSETS 610 056 433 407

Goods purchased for resale 2 024 624

Trade receivables note 3 515 993 430 366

Other receivables 56 708 39 729

Prepaid expenses 15 697 15 068

Cash and cash equivalents 74 747 29 675

CURRENT ASSETS 665 169 515 462

TOTAL ASSETS 1 275 225 948 869

(in thousands of euros) 06.30.18 (1) 12.31.17 (1)

Common stock note 9 133 142 133 142

Additional paid-in capital 64 869 64 869

Consolidated reserves 117 145 129 839

Other (5 890) (6 186)

Translation reserve (2 491) (596)

Group stockholders' EQUITY 306 775 321 068

Non-controlling interests 1 006 850

EQUITY note 9 307 781 321 918

Non-current borrow ings note 6 253 645 81 353

Deferred tax liabilities note 7 3 308 2 217

Non-current provisions note 10 47 634 45 497

Other non-current f inancial liabilities note 2 - 2 929

NON-CURRENT LIABILITIES 304 587 131 996

Current provisions note 10 5 986 5 310

Current borrow ings note 6 139 756 86 478

Current f inancial liabilities note 6 64 60

Other current f inancial liabilities note 2 24 156 1 832

Trade payables 115 901 90 616

Tax and social security 264 860 228 558

Other current liabilities 18 614 13 807

Deferred income 93 520 68 294

CURRENT LIABILITIES 662 857 494 955

TOTAL LIABILITIES 1 275 225 948 869(1) The half-year f inancial statements for 2018 are in applicat ion of IFRS 15 and those for June 30, 2017 are in applicat ion of IAS 18.


1.4. Change in consolidated shareholders' equity

(in thousands of euros)

Common

stock

Additional

paid-in capital

Consolidated

retained

earnings

Treasury

stock

Accumulated

other

comprehensi

ve

Income/Loss

Translation

reserve

Group

stockholders'

equity

Non-

controlling

interests Total Equity

12.31.2016 133 142 64 869 105 110 (980) (2 455) 891 300 577 31 300 608

H1 2017 net income - - 8 139 - - - 8 139 215 8 354

Recognised income (expense) - - - - - 16 16 - 16

H1 2017 comprehensive income - - 8 139 - - 16 8 155 215 8 370

Dividend paid - - (9 963) - - - (9 963) - (9 963)

Treasury stock - - - (9) - - (9) - (9)

Valuation of share-based payments - - - - (260) - (260) - (260)

Common stock issued - 26 - - - - 26 26 52

Change in consolidation scope - - (93) - - - (93) (139) (232)

Change in translation reserve - - - - - (712) (712) (7) (719)

06.30.2017 133 142 64 895 103 193 (989) (2 715) 195 297 721 126 297 847

H2 2017 net income - - 28 988 - - - 28 988 (30) 28 958

Recognised income (expense) - - - - (2 699) 79 (2 620) - (2 620)

H2 2017 comprehensive income - - 28 988 - (2 699) 79 26 368 (30) 26 338

Dividend paid - - - - - - - - -

Treasury stock - - (3) (43) - - (46) - (46)

Valuation of share-based payments - - (536) - 260 - (276) - (276)

Common stock issued - (26) - - - - (26) 137 111

Change in consolidation scope - - (1 800) - - - (1 800) 618 (1 182)

Change in translation reserve - - - - - (881) (881) 7 (874)

12.31.2017 133 142 64 869 129 842 (1 032) (5 154) (607) 321 060 858 321 918

IFRS 15 : Impact of the 1st application - - (8 662) - - - (8 662) - (8 662)

01.01.2018 133 142 64 869 121 180 (1 032) (5 154) (607) 312 398 858 313 256

H1 2018 net income - - 7 053 - - - 7 053 291 7 344

Recognised income (expense) - - - - (337) (17) (354) - (354)

H1 2018 comprehensive income - - 7 053 - (337) (17) 6 699 291 6 990

Dividend paid - - (9 975) - - - (9 975) - (9 975)

Treasury stock - - (458) 553 - - 95 - 95

Valuation of share-based payments - - - - 80 - 80 - 80

Common stock issued - - - - - - - - -

Change in consolidation scope - - (655) - - - (655) (149) (804)

Change in translation reserve - - - - - (1 867) (1 867) 6 (1 861)

06.30.2018 133 142 64 869 117 145 (479) (5 411) (2 491) 306 775 1 006 307 781


2. Notes to the condensed consolidated half-year financial statements

NOTE 1 Accounting rules and principles

Gfi Informatique SA is the parent company of an international group providing IT services. Gfi Informatique is a major player in value-added IT services and software in Europe, and occupies a strategic position in its differentiated approach to global firms and niche entities. With its multi-specialist profile, the Group serves its customers with a unique combination of proximity, sector organisation and industrial-quality solutions.

The consolidated financial statements and related notes for the half-year ended June 30, 2018 were reviewed by the Board of Directors on July 26, 2018.

1.1. Basis of preparation

The condensed half-year financial statements at June 30, 2018 were prepared in accordance with the standard IAS 34 "Interim Financial Reporting", and should be read in conjunction with the Group’s Consolidated Financial Statements as of December 31, 2017.

The preparation of the half-year financial statements required using certain accounting estimates and key assumptions. Management is also required to use its judgement in the application of Group accounting methods. The areas in which assumptions and estimates may have a material impact on the consolidated financial statements notably include the measurement of retirement benefit plans and the testing of goodwill for impairment, as well as provisions for liabilities and charges, provisions for annual premiums, tax credit for competitiveness (CICE) and tax expenses.

1.2. New standards and interpretations

The accounting principles used are consistent with those used to prepare the full-year consolidated financial statements for the year ended December 31, 2017. The impact of the adoption of new standards, interpretations and amendments to existing standards on the Group’s financial statements will be limited except for IFRS 15 - "Revenue from Contracts with Customers".

The Group decided against the early application of the standards and interpretations whose adoption was not mandatory for the financial year beginning January 1, 2018. In addition, the Group had not applied the IFRS that had not yet been approved by the European Union at the end of the period.

Application of IFRS 15 – Revenue recognition

In May 2014, the IASB published IFRS 15 “Revenue from Contracts with Customers” along with clarifications in April 2016. The standard requires a single 5-stages model for revenue recognition, based on the transfer of control over the performance obligations identified as part of customer contracts.

Except for the main restatements mentioned below, the revenue recognition for the other services rendered described in the December 31, 2017 registration document remain unchanged.

• Outsourced IT and application maintenance contracts. The standard clarifies the treatment of revenue and costs related to set-up phases. The application of the standard implies on one hand, to recognise the revenue only when the transfer of control of services is effective and on the other hand, to capitalize the costs incurred during these phases provided that they fulfil the capitalization requirements. The recognized asset will be amortized over the average duration of the contract.

• Complex integration contracts. The introduction of the performance obligation notion led to the redefinition of the revenue recognition method when the sale of a license including a complex integration. This notion implies to consider the two services as one performance obligation and therefore the revenue recognition overtime.

The Group decided to apply the modified retrospective approach. The impact on the January 1, 2018 equity amounted 8.7 million euros including taxes. During the first half of the year, the Group recognized 1.9 million euros in additional revenue related to the application of the standard and recognized 0.7 million euros in costs (see Note 12 – IFRS 15 application, transition tables).


Application of IFRS 9 – Financial instruments

The IFRS 9 standard replaces IAS 39 “Financial instruments: Recognition and Measurement”.

Classification of financial assets

IFRS 9 provides a new approach to the classification and measurement of financial assets. It presents three classes of assets, the ones estimated at amortized cost, those at fair value through profit or loss and those at fair value through comprehensive income.

These new provisions have no significant impact on the way the Group recognizes financial assets (loans, trade receivables and short-term investments)

Estimation of expected credit losses on trade receivables and contract assets

The Group estimated the effective credit losses incurred during the previous years on the client portfolio and concluded that the new standard has no significant impact on contract assets impairment provisions.

NOTE 2 Consolidation scope

2.1. Changes in the consolidation scope

Business combinations

Acquisition of Realdolmen

On March 8, 2018, Gfi Informatique filed a voluntary and conditional take-over bid with the Belgian Financial Services and Markets Authority (FSMA) to acquire all of Realdolmen’s shares. The corresponding prospectus was approved by the FSMA on April 24, 2018.

Upon completion of the initial acceptation and voluntary reopening, 4,774,678 shares and 80,000 warrants were brought to the take-over bid bringing Gfi Informatique’s stake to 91,81%.

Realdolmen Group was consolidated on June 1, 2018.

For more information, please refer to section 1.2 “Significant events during the first six months of the financial year”.

Acquisitions of Gesfor Group

On February 22, 2018, Gfi Informatique acquired Gesfor Group specialised in projects and application development. It also develops mobility and payment solutions and carries out fixed-price projects.

Gesfor Group was consolidated on March 1, 2018.

Acquisition of Cynapsys Group

On February 6, 2018, Gfi Informatique acquired the Cynapsys Group companies (150 employees), a multi-specialist Group providing services to customers in France (in service centres), Tunisia, and Africa in general. Cynapsys was already a partner of the Group in several transactions in North Africa.

Cynapsys Group was consolidated on March 1, 2018.

Other acquisitions

The company Brand new day consulting (BNDC) was consolidated on January 1, 2018.

The company Value Pass was consolidated on June 1, 2018.


List of consolidated companies

Outside of the acquisitions listed below, the Group's consolidation scope did not change during the first half of 2018. The complete list of all consolidated companies is presented in the Consolidated Financial Statements for the financial year ended December 31, 2017.

Changes in equity percentage and corporate name

• On April 17, 2018, via Gfi Informatique SA, the Group acquired 30% of the share capital of its subsidiary Gfi Conseil et Intégration de Solutions (CIS) from its minority shareholders. The Group now owns 100% of the share capital.

• Efron Colombie SAS' name has been changed to Gfi Informatica Colombia SAS.

2.2. Impact of changes in consolidation scope

The companies acquired during the period contributed total revenue of 33.1 million euros and an operating margin of 4 million euros.

The details of the allocation of the discounted cost of the business combinations for the period are given in the table below:

Company Name Registered

Office

Address

Post code

and City

Siren N° Consolidation

method

% of control % of

interest

Country of

activity

Realdolmen NV Avenue Vaucamps 42 1654 Huizingen 0429.037.235 FC 88.92% (1) 88.92% Belgium

REAL Solutions SA Rue d'Eich 33 1461 Luxembourg LU13783058 FC 100.00% 88.92% Luxembourg

REAL Softw are Nederland BV Printerw eg 26 183021 AD Amersfoort 806473095B01 FC 100.00% 88.92% Netherlands

Frankim NV Grote Steenw eg 15 9840 Zevergem, 0427684480 FC 100.00% 88.92% Belgium

Cynapsys Inc Parc technologique El Ghazela Ariana 2088 B24183032010 FC 99.99% 99.99% Tunisia

Cynapsys B04105242009 FC 99.90% 99.90% Tunisia

Cynapsys Com B2420022004 FC 99.90% 99.90% Tunisia

Cynapsys France 510178270

FC

100.00% 99.95% France

Edigitalis 821720737

FC

99.90% 99.90% France

Value Pass Bouskoura business park Casblanca 142157 FC 100.00% 100.00% Morocco

BNDC 4 place du Marché Neuf 385 365 713

FC

55.57% 55.57% France

Gesfor Mexico 03100 Mexico City 198,149

FC

100.00% 99.67% Mexico

Gesfor Panama 1202251-1-

582439 FC

100.00% 99.67% Panama

Gesfor Services Matias Romero, 216 Piso 6, Colonia del Valle 03100 Mexico City 430,714-1 FC 99.00% 98.67% Mexico

GSFR Matias Romero, 216 Piso 6, Colonia del Valle 03100 Mexico City 458 379-1 FC 100.00% 99.67% Mexico

(1) the shareholding percentage is the share paid

2 bd vauban 78180 Montigny-le-

bretonneux

AV. Insurgentes Sur, No.800, Piso 9 of Colonia de

Valle, Delegacion Benito Juares.

Torre 2000, Piso 20,

oficina 20B, Ciudad de

Panama

14 rue zaghoune Elalia Bizerte

8 rue ezahra Ariana Bizerte

1 place charles de gaulle 78180 Montigny-le-

bretonneux

Calle Isaac Hanono Missri, Edif icio Oceania

Bussiness Plaza

78100 Saint-Germain-en-

Laye

(in thousands of euros) 06.30.18

Realdolmen

contribution

Estimated goodw ill 141 849 131 921

Intangible, property, plant and equipment and financial assets 12 456 11 673

Trade receivables 75 586 65 974

Retirement benefit (1 107) (1 107)

Other provisions (1 090) (1 086)

Net deferred taxes 14 970 14 887

Trade payables, other liabilities and other assets (64 862) (59 610)

Gross debt (974) (104)

Net cash and cahs equivalent 34 611 33 101

DISCOUNTED COST OF THE BUSINESS COMBINATION 211 439 195 650

Non-controlling interests share (23) -

TOTAL 211 416 195 650


Net cash from acquisitions carried out over the period are broken down as follows:

Other current and non-current financial liabilities

Other current and non-current financial liabilities include debts related to the acquisition of consolidated subsidiaries. At June 30, 2018, the earn-outs mainly include the debt related to Realdolmen acquisition.

2.3. Off balance sheet commitments related to changes in consolidation scope

The off balance sheet commitments related to changes in the consolidation scope at December 31, 2017 were completed during the 2018 half-year period by commitments related to business combinations.

2.4. Post-closing Events

Friendly takeover bid by Gfi Informatique on Realdolmen: result of the mandatory reopening period

At the end of the mandatory reopening period which ran from June 28, 2018 to July 18, 2018, Gfi Informatique owns 5,062,804 Realdolmen shares representing 95.75% of the issued shares.

Holding more than 90% of Realdolmen’s shares, Gfi Informatique decided to launch, on July 23, 2018, a takeover bid which will end on August 10, 2018.

NOTE 3 Revenue and trade receivables

On a like-for-like basis, revenue remained relatively stable. As of June 30, 2018, the revenue is broken down by categories of services rendered as follows:

• Fixed-priced projects: 315,654 thousand euros

• Time based projects: 233,643 thousand euros

• Software: 62,678 thousand euros

• Other: 13,537 thousand euros


Discounted cost of the business combination, excl. non-controlling interests 211 416

Incl. portion contingent on future events 21 671

- Debt on acquisition during the financial year (21 671)

= Cash paid 189 745

Cash acquired 34 611

NET CASH FLOW 224 356

(in thousands of euros) 06.30.18 12.31.17

Other non-current financial liabilities - 2 929

Other current financial liabilities 24 156 1 832

TOTAL 24 156 4 761


Tax and social

security liabilities

Intellectual

property

Gesfor 02/21/20

Legal prescription

+ 30 jours - 11 350 -

Cynapsys 02/06/20

Legal prescription

+ 60 jours - 300 -

Value pass 03/07/21 28/02/22 - 1 012 -

Specif ic expiration

Overall expiration

Overall, tax and

social security

limit

Intellectual

property limitLiabilities guarantees receieved in relation to

the following acquisitions


The variation of the revenue’s breakdown by geographical segment is as follows:

NOTE 4 Staff costs and benefits expenses

4.1. Average workforce

4.2. Staff costs

4.3. Retirement benefit plans

Legal and contractual retirement benefits are provisioned for all Group employees on the basis of each present employee’s theoretical length of service at retirement date, in accordance with the Revised IAS 19. The following table provides a breakdown of the changes in the Group’s retirement commitment:

* Including taking on staff under outsourcing agreements

The assumptions used are identical to those of December 31, 2017. As regards sensitivity, a drop in this discount rate of 0.25 basis point would generate a 3% increase in the commitment.


Intra-

group France

Interna-

tional Spain Portugal LatAm Benelux Switzerland Poland Africa

Rest

of

the world

Revenue 625 512 439 260 186 252 67 070 40 210 13 302 41 384 5 219 8 375 8 834 1 858

100% 70% 30% 11% 6% 2% 7% 1% 1% 1% 0%

Trade receivables 515 993 (10 322) 349 738 176 577 40 807 29 846 7 920 65 506 3 665 4 260 22 625 1 948


Intra-

group France

Interna-

tional Spain Portugal LatAm Benelux Switzerland Poland Africa

Rest

of

the world

Revenue 562 073 418 536 143 537 65 259 37 471 7 070 14 010 4 552 7 545 5 769 1 861

100% 74% 26% 12% 7% 1% 2% 1% 1% 1% 0%

Trade receivables 415 907 (8 238) 317 230 106 915 45 547 28 295 3 263 3 328 3 022 4 933 16 702 1 825

Average w orkforce 06.30.18 06.30.17

Managerial staff 12 528 12 129

Employees, technicians and supervisory staff 2 211 2 140

TOTAL 14 739 14 269


Wages and salaries 311 585 286 024

Social security costs 117 994 110 545

Profit sharing 271 528

TOTAL 429 850 397 097

(in thousands of euros)

PROVISION OF RETIREMENT INDEMNITIES AT DECEMBER 31, 2016 39 096

New ly consolidated companies and other* 423

Cost of services rendered during the year 3 412

Interest expenses 677

Amounts paid for severance/retirement in year (2 180)

Changes in actuarial differences 4 069

PROVISION OF RETIREMENT INDEMNITIES AT DECEMBER 31, 2017 45 497

New ly consolidated companies and other* 1 107

Cost of services rendered during the year 1 928

Interest expenses 339

Amounts paid for severance/retirement in year (1 237)

Changes in actuarial differences -

PROVISION OF RETIREMENT INDEMNITIES AT JUNE 30, 2018 47 634


4.4. CICE

The tax credit for competitiveness (Crédit d’Impôt pour la Compétitivité et l’Emploi - CICE) is recognised within staff costs and represented a net income of 5.5 million euros for the period compared with 5.8 million euros for the first half of 2017.

NOTE 5 Net operating income

5.1. Operating margin by segment

5.2. Restructuring costs

Restructuring costs included in the operating profit related mainly to France and Spain and amounted to 4.6 million euros and 0.4 million euros, respectively.

5.3. Other operating income and expenses

Business combinations transactions

According to Revised IFRS 3, costs related to business combination transactions are recorded under expenses.

Free shares

The Board of Directors meeting on January 27, 2016 allocated rights to free shares to certain Group’s employees. The shares were acquired after a minimum vesting period of two years by beneficiaries and the fulfilment of a set of Group’s performance conditions.

Upon the recommendation of the Appointments and Compensation Committee, and after verifying the beneficiaries’ continued presence within the Company, on February 21, 2018 the Board of Directors authorised the allocation of 77,500 free shares from the existing shares resulting from the buyback programme.

5.4. Off balance sheet commitments related to operating activities

The Group's off balance sheet commitments related to operating activities presented on December 31, 2017 did not change significantly in the first half of 2018.

(in thousands of euros) 06.30.18 France Spain Portugal LatAm Benelux Switzerland Poland Africa

Rest of

the world

Revenue 625 512 439 260 67 070 40 210 13 302 41 384 5 219 8 375 8 834 1 858

OPERATING MARGIN 29 614 16 533 4 092 2 650 575 3 401 172 1 394 709 88

Operating margin

(% of revenue) 4,7% 3,8% 6,1% 6,6% 4,3% 8,2% 3,3% 16,6% 8,0% 4,7%


Rest of

the world

Revenue 562 073 418 536 65 259 37 471 7 070 14 010 4 552 7 545 5 769 1 861

OPERATING MARGIN 25 340 15 622 2 781 4 269 359 820 83 1 271 38 97

Operating margin

(% of revenue) 4,5% 3,7% 4,3% 11,4% 5,1% 5,9% 1,8% 16,8% 0,7% 5,2%


Consolidation transactions (2 768) (1 861)

Bonus shares (80) 260

Disputes and tax/social security contingencies 150 1 842

Relocation (655) (303)

Other (522) 316

TOTAL (3 875) 254


NOTE 6 Financing

On February 21, 2018, Gfi Informatique signed a syndicated loan agreement, conditional upon the success of its friendly

takeover bid on Realdolmen. The success of this takeover bid led to the following drawdowns: 172 million euros for the

Realdolmen acquisition, 85 million euros for the bridge loan and 33 million euros of credit revolving.

6.1. Non-current borrowings

6.2. Current borrowings

6.3. Maturities

6.4. Bank covenants

The credit agreement of 21 February 2018, includes contractual clauses with which the Group must comply. The covenants, financial criteria assessed at every half-year and full-year closing, are included in these clauses. On a pro forma basis, with financial ratios below the limits set out in the credit agreement, Gfi Informatique had complied with the covenants at June 30, 2018.

6.5. Debt-to-equity-ratio


Bond issue, long-term portion 24 914 24 885

Banks loans due in more than one year 228 731 56 468

Finance lease obligations, long-term portion - -

TOTAL 253 645 81 353


Bank loans due w ithin 1 year 24 886 24 027

Finance lease obligations, short-term portion 188 124

Bank overdrafts 61 916 33 017

Amounts draw n dow n from factoring companies 51 826 29 267

Accrued interest on miscellaneous borrow ings and debt 940 43

TOTAL 139 756 86 478

(in thousands of euros) 06.30.18 mid-2019 mid-2020 mid-2021 mid-2022

Bonds 24 914 - 24 914 - -

Banks loans 253 617 109 667 25 173 25 173 93 605

Finance lease obligations 188 188 - - -

TOTAL 278 719 109 855 50 087 25 173 93 605


Net borrow ings 318 655 138 156

Net equity 307 781 321 918

DEBT-TO-EQUITY-RATIO 104% 43%


6.6. Financial income and expenses

6.7. Off balance sheet commitments related to financing activities

The off-balance sheet commitments related to financing activities have not changed over the period.

NOTE 7 Income tax expense

7.1. CVAE

CVAE (French business value added contribution), which, according to the Group’s analysis, complies with the definition of an income tax as set forth in IAS 12, is recorded under income tax and amounted to 5.3 million euros for the period.

7.2. Deferred tax


Gains on disposal of and income from marketable securities 322 20

INCOME FROM CASH AND CASH EQUIVALENT 322 20

Interest expense (1 880) (1 153)

Change in the fair value of borrow ings and bonds (719) (116)

Interest expense in connection w ith factoring (422) (487)

COST OF DEBT (3 021) (1 756)

TOTAL (2 699) (1 736)


Foreign exchange gains 417 379

Foreign exchange losses (246) (507)

Effect of present-discounting (70) (113)

Provisions relating to employees note 4 (339) (338)

Impairment losses - -

Other f inancial income (SWAP and others) 69 12

Sundry financial expenses (SWAP and others) (148) (74)

TOTAL (317) (641)


Impact

IFRS 15 01.01.18

Change in

consolidati

on scope

Other and

exchange

differences

Impact on

profit or

loss 06.30.18

Temporary differences arising from tax declarations

Employees profit sharing and paid leave 368 - 368 - - - 368

Other tax timing differences 385 - 385 - - (133) 252

Temporary differences arising from consolidation adjustments -

Tax loss carry-forw ards recognised 8 555 - 8 555 - - 500 9 055

Provisios for retirement indemnities 15 157 - 15 157 - - 343 15 500

Assets developed internally and related taxation (17 328) - (17 328) - - (2 310) (19 638)

Customer relationships (2 798) - (2 798) - - 257 (2 541)

Other differences 1 726 3 903 5 629 - (335) (441) 4 853

NET DEFERRED TAX - FRENCH COMPANIES 6 065 3 903 9 968 - (335) (1 784) 7 849

Tax timing differences 884 - 884 (180) 196 - 900

Tax loss carry-forw ards recognised 1 198 - 1 198 14 820 - (20) 15 998

Provisios for retirement indemnities - - - 331 - - 331

Customer relationships (1 698) - (1 698) - (8) 77 (1 629)

Other differences (598) - (598) - (202) 114 (686)

NET DEFERRED TAX - FOREIGN COMPANIES (214) - (214) 14 971 (14) 171 14 914

NET DEFERRED TAX - TOTAL 5 851 3 903 9 754 14 971 (349) (1 613) 22 763

Of w hich: Deferred tax assets 8 068 12 441 26 071

Deferred taxes liabilities (2 217) (2 688) (3 308)


7.3. Income tax expense

The amount is calculated on the basis of the annual estimated tax.

NOTE 8 Intangible assets and property, plant and equipment

8.1. Segment reporting

8.2. Goodwill

The change in goodwill during the first half was mainly due to the identification of the fair value of assets, liabilities and recognisable contingent liabilities relative to the acquisitions carried out during the period. These measures will be completed during the allocation period.

Cash-generating units (CGUs)

The definition of Cash-Generating Units (CGUs) is given in the Group's consolidated financial statements for the year ended December 31, 2017.

Measurement method applied to continuing operations

The value in use of the CGUs is determined using the discounted cash flow method (DCF).

CGUs that revealed a loss in value (Spain, Savac, Software, Portugal and Switzerland) were subject to an impairment test at June 30, 2018. Business projections are based on operating budgets for the second half of 2018 that use growth rates for 2019 to 2022 of between +3% and +8%.

Discount rates used were 9.5% for the Spanish CGUs, 10% for Portugal and 9% for Software and Swiss CGUs. The growth rate to infinity was set at 2% for both CGUs.

Given the assumptions used in terms of profitability and operating working capital requirements, no provisions for impairment were recognised as of June 30, 2018.

Sensitivity testing and goodwill impairment losses for each CGU

In the closing context, the Group’s assessment of the reasonably possible change in key assumptions corresponded to the brackets of values used in the sensitivity tests which are presented below:

• 0.5 basis point increase in discount rate;

• 0.5 basis point decrease in infinite growth rate;


Rest

of

the world

Goodw ill 425 106 208 632 33 621 21 507 10 722 137 037 3 899 7 156 2 532 -

Other intangible assets 87 047 76 539 3 544 3 110 173 1 682 - 1 896 103 -

Property, plant and equipment 32 620 18 570 2 561 1 026 384 8 314 54 539 1 144 28

(in thousands of euros) Gross values Impairment Net values

306 347 23 221 283 126

Acquisitions 141 851 - 141 851

Disposals - - -

Impairment for the period - - -

Exchange differences 204 75 129

June 30, 2018 448 402 23 296 425 106

December 31, 2017


• 0.5 basis point decrease in margin over all 2019 to 2022 periods;

• 0.5 basis point decrease in revenue growth rate over all 2019 to 2022 periods;

• 10% decrease in working capital assumptions.

Sensitivity tests also retain the combined degradation of several of these assumptions, depending on their sensitivity. At June

30, 2018, the results of the sensitivity tests show that no reasonably possible change in key assumptions brought the

recoverable value of these CGUs below their net carrying amounts.

8.3. Other intangible assets and property, plant and equipment

Software purchased refers to software operating licenses. Software created refers mainly to costs of the Group’s integrated system project (Theseus project).

Changes in intangible assets are shown in the table below:

Assets developed internally represent capitalised software development costs related to the Group’s “Software application development” activity.

Changes in property, plant and equipment are analysed in the table below:

06.30.18 12.31.17

(in thousands of euros) Gross values

Depreciation and

amortization Net values Net values

Softw are purchased 37 863 29 759 8 104 10 204

Softw are developed 29 228 23 115 6 113 4 230

Development costs 108 936 51 905 57 031 49 900

Customer relations and contracts 35 728 19 929 15 799 16 938

TOTAL 211 755 124 708 87 047 81 272


Depreciation and

amortization Net values

184 857 103 585 81 272

Assets purchased 429 - 429

Assets developed internally 12 776 - 12 776

Assets sold or retired (90) (90) -

Depreciation in the period - 9 355 (9 355)

First-time consolidation 13 789 12 082 1 707

Reclassif ications 65 (187) 252

Currency differences (71) (37) (34)

June 30, 2018 211 755 124 708 87 047

December 31, 2017


Depreciation and

amortization Net values

56 892 35 577 21 315

Assets purchased 5 977 - 5 977

Assets developed internally - - -

Assets sold or retired (1 620) (1 146) (474)

Depreciation in the period - 2 616 (2 616)

First-time consolidation 36 157 27 657 8 500

Reclassif ications (50) - (50)

Currency differences (150) (118) (32)

June 30, 2018 97 206 64 586 32 620

December 31, 2017


NOTE 9 Shareholders' equity

The statement of changes in equity is presented in the first part of the consolidated financial statements.

9.1. Changes in share capital

The number of common shares comprising the share capital amounts to 66,570,771 shares, unchanged over the period.

9.2. Average number of shares

9.3. Earnings per share

9.4. Treasury share transactions

At December 31, 2017, a total of 158,825 shares were held under the heading “Treasury shares of the consolidating enterprise”, valued at 1,032 thousand euros. Over the period, the acquisition of 35,696 shares at an average price of 7.94 euros, the sale of 47,686 shares at an average price of 7.74 euros and the allocation of 77,500 free shares brought this number of shares to 69,335 at June 30, 2018.

These securities, valued at 479 thousand euros, accounted for 0.1% of the total outstanding shares at June 30, 2018.

9.5. Dividends

At the General Meeting of June 8, 2018, the shareholders voted to pay a dividend of 0.15 euro per share as part of the appropriation of 2017 income. The dividend was paid on June 14, 2018, in the amount of 9,975 thousand euros.

9.6. Related parties disclosures

As part of the Amendment to the Shareholders' Agreement concluded on May 10, 2017, Apax and Boussard & Gavaudan

agreed to sell all their Gfi Informatique shares to Mannai Corporation. As per the agreement, the first block of shares,

representing around 29% of the Company’s share capital and voting rights was sold on June 19 and July 10, 2017. The

disposal of the second block of shares on June 12, 2018, involving the sale of 10,206,695 shares at a unit price of 8.50 euros,

raised Mannai Corporation's stake in Gfi Informatique’s shares to 96.6%.

Average number of shares 06.30.18 06.30.17

Weighted average number of common shares 65 570 771 66 570 771

Weighted number of treasury shares (109 168) (150 073)

Weighted average number of common shares outstanding 65 461 604 66 420 698

Weighted average number of common shares w hich may be diluted - 310 000

Weighted average number of diluted shares 65 461 604 66 730 699

Earnings per share 06.30.18 06.30.17

Profit (loss), Group share (in thousands of euros) 7 344 8 354

Basic EPS (in euros) 0,11 0,13

Diluted EPS (in euros) 0,11 0,13


NOTE 10 Provisions and contingent liabilities

10.1. Non-current provisions

10.2. Current provisions

A breakdown of the amounts set aside and reversed is presented in the table below:

NOTE 11 Subsequent events to the closing date

Please refer to the section related to the consolidation scope Note 2.4. “Post-closing Events”.


Consolidation

scope Increases Decreases

Change in

actuarial

differences 06.30.18

Retirement benefits 45 497 1 107 2 267 (1 237) - 47 634

TOTAL 45 497 1 107 2 267 (1 237) - 47 634


Consolidation

scope Increases Decreases

Reclasifications

and other 06.30.18

1 895 - 637 (840) - 1 692

127 - (118) - 9

Tax and social security contingencies 3 050 752 - (200) 2 3 604

Other 238 334 113 - (3) 681

TOTAL 5 310 1 086 750 (1 158) (1) 5 986

Labour disputes and

restructuring undertaken

Miscellaneous disputes

Expensed Reversals including

Total Total unused

(in thousands of euros) Current Non-current Financial Expensed Current Non-current Financial Reversals reversals

Miscellaneous disputes - - - - - (118) - (118) -

Tax and social security contingencies - - - - - (200) - (200) (200)

Other 22 91 - 113 - - - - -

TOTAL 22 728 - 750 - (1 158) - (1 158) (322)

(122) -

-

Operating

637 (840) (840)Labour disputes and restructuring

undertaken

Operating

- - 637


NOTE 12 IFRS 15 application, transition tables

NET INCOME

CASH FLOWS STATEMENT

06.30.18 IFRS 15 06.30.18 06.30.17

(in thousands of euros) IFRS 15 Restatement IAS 18 IAS 18

Revenue 625 512 (1 931) 623 581 562 073

Staff costs (429 850) (648) (430 498) (397 097)

Operating expenses (145 095) - (145 095) (121 509)

Non-income taxes (9 479) - (9 479) (9 176)

Depreciation (other than goodw ill) (10 678) - (10 678) (8 554)

Other operating income and expenses (796) - (796) (397)

OPERATING MARGIN 29 614 (2 579) 27 035 25 340

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

OPERATING PROFIT 19 522 (2 579) 16 943 19 117

COST OF NET DEBT (2 699) - (2 699) (1 736)

Other f inancial income (expenses) (317) - (317) (641)

Income tax expense (9 162) 860 (8 302) (8 386)

NET CONSOLIDATED INCOME 7 344 (1 719) 5 625 8 354

Group stockholders' equity 7 053 (1 719) 5 334 8 139

Non-controlling interests 291 291 215

06.30.18 IFRS 15 06.30.18 06.30.17


Consolidated net income before income from discontinued operations 7 344 (1 719) 5 625 8 354

Depreciation, amortization 11 173 - 11 173 8 242

and other non-cash items - - - -

Fair value adjustments 789 - 789 275

Gains or losses on asset disposals 412 - 412 57

Dilution gain or losses - - - -

Operating cash flows after cost of net debt and income tax expense 19 718 (1 719) 17 999 16 928

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

Cost of sw aps 21 - 21 19

Tax charge 9 162 (860) 8 302 8 386

Operating cash flows before net cost of debt and income tax expense 30 878 (2 579) 28 299 26 953

Tax paid (7 949) - (7 949) (6 593)

- Change in w orking capital requirements for operations (15 745) 2 579 (13 166) (28 685)

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

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

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

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

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


CONSOLIDATED STATEMENT OF FINANCIAL POSITION

ASSETS

LIABILITIES

06.30.18 IFRS 15 06.30.18 12.31.17


Goodw ill 425 106 - 425 106 283 126

Other intangible assets 87 047 - 87 047 81 272

Property, plant and equipment 32 620 - 32 620 21 315

Non-current f inancial assets 15 742 - 15 742 14 909

Deferred tax assets 26 071 (4 373) 21 698 8 068

Other non-current assets 23 470 (760) 22 710 24 717

NON-CURRENT ASSETS 610 056 (5 133) 604 923 433 407

Goods purchased for resale 2 024 - 2 024 624

Trade receivables 515 993 (2 502) 513 491 430 366

Other receivables 56 708 - 56 708 39 729

Prepaid expenses 15 697 - 15 697 15 068

Cash and cash equivalents 74 747 - 74 747 29 675

CURRENT ASSETS 665 169 (2 502) 662 667 515 462

TOTAL ASSETS 1 275 225 (7 635) 1 267 590 948 869

06.30.18 IFRS 15 06.30.18 12.31.17


Common stock 133 142 - 133 142 133 142

Additional paid-in capital 64 869 - 64 869 64 869

Consolidated reserves 117 145 - 117 145 129 839

Other (5 890) - (5 890) (6 186)

Translation reserve (2 491) 6 083 3 592 (596)

Group stockholders' EQUITY 306 775 6 083 312 858 321 068

Non-controlling interests 1 006 - 1 006 850

EQUITY 307 781 6 083 313 864 321 918

Non-current borrow ings 253 645 - 253 645 81 353

Deferred tax liabilities 3 308 (471) 2 837 2 217

Non-current provisions 47 634 - 47 634 45 497

Other non-current f inancial liabilities - - - 2 929

NON-CURRENT LIABILITIES 304 587 (471) 304 116 131 996

Current provisions 5 986 - 5 986 5 310

Current borrow ings 139 756 - 139 756 86 478

Current f inancial liabilities 64 - 64 60

Other current f inancial liabilities 24 156 - 24 156 1 832

Trade payables 115 901 - 115 901 90 616

Tax and social security 264 860 - 264 860 228 558

Other current liabilities 18 614 - 18 614 13 807

Deferred income 93 520 (13 247) 80 273 68 294

CURRENT LIABILITIES 662 857 (13 247) 649 610 494 955

TOTAL LIABILITIES 1 275 225 (7 635) 1 267 590 948 869


III. STATUTORY AUDITORS

To the Shareholders,

In compliance with the assignment entrusted to us by your Annual General Meetings and in accordance with the requirements of Article L. 451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier), we hereby report to you on:

• the review of the accompanying condensed half-yearly consolidated financial statements of GFI Informatique, for the period from January 1 to June 30, 2018;

• the verification of the information presented in the half-yearly management report.

These condensed half-yearly consolidated financial statements are your Board of Directors’ responsibility. Our role is to express a conclusion on these financial statements based on our review.

1. Opinion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – standard of the IFRSs as adopted by the European Union applicable to interim financial information.

Without qualifying our conclusion, we draw your attention to the Note “1.2 New standards and interpretations” to the condensed half-yearly consolidated financial statements regarding the impacts of the first application of standard IFRS 15 “Revenue from contracts with customers” from January 1, 2018.

2. Specific verification

We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review.

We have no matters to report as to its fair presentation and its consistency with the condensed half-yearly consolidated financial statements.

Neuilly-sur-Seine and Paris-La Défense, July 27, 2018

The Statutory Auditors French original signed by

GRANT THORNTON Membre français de Grant Thornton International

Samuel Clochard

ERNST & YOUNG et Autres

Pierre Jouanne


IV. ATTESTATION BY THE PERSON RESPONSIBLE FOR THE HALF-YEAR FINANCIAL REPORT

—

Vincent ROUAIX

“I hereby declare that, to the best of my knowledge, the consolidated condensed financial statements for the first half of 2018 have been prepared in accordance with applicable accounting standards and give a true and fair view of the assets, liabilities, financial situation and results of the consolidated Group. I further declare that the half-year activity report on page 2 gives a true and fair view of the significant events occurring during the first six months of the financial year and of their impact on the half-year financial statements, of the principal related party transactions, and a description of the principal risks and uncertainties for the remaining six months of 2018.”

Saint-Ouen, on July 27, 2018

Monsieur Vincent ROUAIX

Chairman and General Manager


Gfi Informatique – La Porte du Parc – 145, boulevard Victor-Hugo – 93400 Saint-Ouen

Tél. : +33 (0)1 44 04 50 00 – Fax : +33 (0)1 44 04 59 00

www.gfi.world

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