MANAGEMENT REPORT

PRODWARE

For fiscal year ended December 31st, 2022

TABLE OF CONTENTS

I. THE PRODWARE GROUP IN 2022

1.

Highlights in 2022

P.5

2.

Group Overview

P.6

3.

Consolidated Financial Statements

P.9

4.

Prodware SA's Annual Accounts

P.12

5.

Subsequent Events

P.14

6.

Risk Factors

P.15

7.

Outlook

P.20

II. PRODWARE SHARES - SHAREHOLDING

8.

General Information

P.22

9.

Capital e& Voting Rights

P.22

10.

Listing and Stock Market Price

P.23

11.

Shareholder Structure - December 31st, 2022

P.23

12.

Threshold Crossing Notifications

P.23

13. Share Buyback Program

P.24

14.

Employee Stock Ownership

P.25

15.

Potential Capital

P.25

III. CORPORATE GOVERNANCE

16.

Board of Directors - Scope of Responsibilities

P.29

17.

Renewal of Terms of Office

P.30

18.

The Work of the Executive Committee

P.30

19.

Attendance Fees

P.30

20.

Salary & Compensation of Key Executive Members

P.31

21. New Regulated Agreement

P.31

22.

Previously Approved Agreements

P.31

23.

Table of Delegated Authorty

P.32

IV. EXTRA-FINANCIAL PERFORMANCE STATEMENT

24.

General Approach

P.35

25.

Prodware's Business Model

P.35

26.

Prodware's Stakeholders

P.37

27.

Risks

P.37

28.

Prodware's CSR Goals

P.38

29.

Innovation - Group's DNA

P.39

30.

Human Capital at the Heart of Prodware's Strategy

P.40

31.

An Authentic Eco-Friendly Brand

P.50

32.

Prodware - a Socially Responsible Company

P.49

2

THE PRODWARE GROUP

IN 2022

3

4

THE PRODWARE GROUP

HIGHLIGHTS 1

IN 2022

Following two unusual years marked by the pandemic, 2022 sees Prodware bounce back with a significant increase in both operational and financial performance.

The group reported revenues of €188 281k, 13% more than the previous year.

EBITDA reached an all-time high of €52 047k, with a net profit margin of 27.6%.

The net result, Group share, amounts to €15 703k, compared to €68 457k in losses at the end of 2021 related to the exceptional depreciation of 'on premise' assets.

Prodware's capital structure will also have changed significantly in 2022 following the public tender offer ("the Offer") for Prodware SA's shares initiated at the end of 2021 by Phast Invest.

The successful outcome of this takeover bid resulted in the «Concert», made up of Phast Invest, its managers and historical shareholders, owning nearly 93% of the share capital of Prodware at the closing of the Offer on 18 February 2022.

Subsequent to the Offer, Prodware having cancelled the remaining treasury shares and preference shares in June 2022, Phast Invest's shareholding has increased organically to 94% of the share capital of Prodware SA.

Drawing on the healthy business momentum and this solid capital structure, the Group continues to pursue and accelerate its growth strategy and has already initiated a number of measures in line with its 2023 Strategy. Readers can find more information in section 5: 'Events subsequent to the end of the fiscal year'.

The Group is confident that this growth momentum will continue despite the challenging geopolitical, economic and social climate and will remain au fait of the potential impact on its objectives.

5

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Disclaimer

Prodware SA published this content on 26 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 June 2023 00:18:03 UTC.