XXXXXXXXXXXX ANNUAL REPORT WITH BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS — 2020 Adapteo is a leading Flexible Real Estate provider in Northern Europe. We build, rent out and sell buildings for schools, daycare centres, offices, elderly care and events for both temporary and permanent needs. All our buildings are based on a modular and circular construction concept and ANNUAL REPORTcan WITHbe adapted BOARD whenOF DIRECTORS’ user needs REPORT change. AND FINANCIAL STATEMENTS 1 TABLE OF CONTENT COMPANY PRESENTATION ADAPTEO AT A GLANCE ......................................................4 CONSOLIDATED FINANCIAL STATEMENTS .....................73 2020 IN BRIEF ........................................................................5 Consolidated income statement...................................73 CEO COMMENTS .................................................................8 Consolidated statement of comprehensive income ......73 WHY WE EXIST.....................................................................10 Consolidated balance sheet .........................................74 HOW WE WORK ..................................................................11 Consolidated statement of changes in equity ..............75 WHAT WE OFFER ................................................................13 Consolidated statement of cash flows ..........................76 STRATEGY AND GOALS ......................................................20 Notes to the consolidated financial statements ...........77 THE MARKET ......................................................................23 FINANCIAL STATEMENTS OF THE PARENT COMPANY, FAS ..................................................................113 Income statement of the parent company ................113 BOARD OF DIRECTORS’ REPORT Balance sheet of the parent company ........................114 AND FINANCIAL STATEMENTS Statement of cash flows of the parent company ........115 BOARD OF DIRECTORS’ REPORT .......................................28 Notes to the financial statements SUSTAINABILITY ..............................................................32 of the parent company ...............................................116 CORPORATE GOVERNANCE .........................................53 SIGNATURES .....................................................................120 THE SHARE AND OWNERS .............................................62 AUDITORS’ REPORT ..........................................................121 RISK MANAGEMENT ......................................................64 DEFINITIONS FOR THE KEY FIGURES ..............................126 BOARD OF DIRECTORS ..................................................67 GRI INDEX .........................................................................129 GROUP MANAGEMENT TEAM ......................................69 KEY FIGURES ....................................................................70 Financial Calendar Annual General Meeting 2021 Annual General Meeting 2021 ������������������������������������ 19 April The Annual General Meeting of Adapteo Plc will be held on 19 April, 2021, commencing at 1.00 p.m. (Eastern European Time) Business Review Release, at Adapteo Plc's head office at Äyritie 12 B, Vantaa, Finland. Jan-Mar 2021 ������������������������������������������������������������ 4 May Due to restrictions on meeting activities, instructions for proxy representation and on-line participation, together with the Half-Yearly Report, Jan-Jun 2021 �������������������������� 3 August agenda for the meeting and the proposed decisions and other documents submitted to the General Meeting of Shareholders Business Review Release, are made available on Adapteo’s website at least three weeks Jan-Sep 2021 ���������������������������������������������������� 9 November before the meeting. ANNUAL REPORT WITH BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 2 XXXXXXXXXXXX ANNUAL REPORT WITH BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 3 ADAPTEO AT A GLANCE A flexible real estate provider Adapteo is a leading flexible real estate provider in Net sales by geography 2020, pro forma Northern Europe, which builds, rents out and sells ad- aptable buildings for schools, daycare centres, elderly care homes offices, accommodation and events. Society will go through many changes in the years to come. Whatever the future brings, we believe that adaptability is the best solution. With our buildings, we can transform, repurpose, scale up and scale down in a matter of weeks by using a modular and circular build- ing concept. Our buildings can be used for a few days or indefinitely, always optimised for current needs. That is how we build adaptable societies. 20 % Adapteo is listed on Nasdaq Stockholm and operates in Sweden, Finland, Norway, Denmark, Germany and the Netherlands. In 2020, Adapteo had Net sales of EUR 2 % 231 million and at the end of the year 505 employees. 44 % The headquarter is located in Vantaa, Finland. Adapteo is organised in two Business Areas: Rental Space and Permanent Space. Business Area Rental Space includes the rental of adaptable buildings as well as the provision 9 % of assembly and other services. Business Area Perma- nent Space includes sales and long-term leasing of adaptable buildings. 14 % 10 % Adapteo strategy building Why we exist BUILDING ADAPTABLE SOCIETIES How we work PROACTIVE • COLLABORATIVE • COMMITTED What we offer ADAPTABLE BUILDINGS Commercial Operational Break-out growth Strategic pillars excellence efficiency Double digit comp. Operative Net debt/comp. Financial targets EBITDA growth ROCE > 10 % EBITDA 3.5–4.5x Engaged co-workers Collaboration for innovation Sustainability leadership Enablers ANNUAL REPORT WITH BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 4 2020 IN BRIEF Key figures 231.4 88.3 63.9 Net sales Comparable EBITDA Operating Cashflow before growth capex EUR million EUR million EUR million Adapteo building portfolio age, years (% of total portfolio) 78.7 1,132,320 50 Portfolio utilisation Total square 40 Per cent metre in portfolio 30 20 10 EUR millions or as indicated 2020 2019 0 Net sales 231.4 216.2 <5 5-10 11-15 16-20 >20 years years years years years Net sales growth in constant currency, % 6.8 -0.2 Rental sales 133.1 132.7 Adapteo portfolio size (total sqm) Rental sales growth in constant currency, % 0.0 4.6 Comparable EBITDA 88.3 88.5 1,200 Comparable EBITDA margin, % 38.2 40.9 1,000 EBITDA 83.4 76.1 800 EBITDA margin, % 36.0 35.2 Comparable EBITA 44.4 37.2 600 Comparable EBITA margin, % 19.2 17.2 400 Operating profit (EBIT) 36.8 22.1 200 Operating profit (EBIT) margin, % 15.9 10.2 0 Profit for the period 18.9 8.4 2016 2017 2018 2019 2020 Earnings per share, EUR 0.42 0.19 Comparable earnings per share, EUR 0.51 0.60 Utilisation rate, % Net debt/comparable EBITDA 4.9 4.5 100 Operative ROCE, % 9.1 8.5 Operating cash flow before growth capex 63.9 65.7 80 Cash conversion before growth capex, % 72.4 74.2 60 Growth capex 36.7 29.1 Total sqm in building portfolio 1,132,320 1,009,986 40 Utilisation rate, % 78.7 84.4 20 0 2016 2017 2018 2019 2020 Rental income by Customer segment, % 8 27 65 Social infrastructure Office Other ANNUAL REPORT WITH BOARD OF DIRECTORS’ REPORT AND FINANCIAL STATEMENTS 5 2020 IN BRIEF Key events 2020 Q1 Q3 Oslo Municipality awarded Adapteo, together with three other companies, the framework agreement as supplier of new adaptable school buildings across the Oslo region. The new agreement is for a two-year peri- od with an option for a two-year extension. The contract period started in August 2020. Net sales EUR 59.1 million Comparable EBITDA EUR 21.9 million Q4 An order was received from Ingka Services AB for office Acquisition of Dutch Cabin Group, a leading provider space to be located between the global support func- of adaptable buildings in the Netherlands and with tion office, Hubhult, and the IKEA Malmö store. presence in Germany. An agreement was signed with Laholm municipality for Launch of a new sustainability strategy with a focus on an elderly care solution. It has been co-developed with climate-smart buildings, innovation for sustainability and the customer by using the Rymd range in an innovative inclusive societies. The strategy draws up the guidelines manner. for the activities in the future, with the aim of becoming a driving force in the transition to a circular and sustaina- Several temporary adaptable building solutions for ble construction and real estate industry. regional hospitals and care providers were delivered. The buildings are used as screening areas for covid-19 Adapteo entered into the world’s largest corporate sus- testing of patients, administration, and accommodation tainability initiative, the United Nations Global Compact. facilities for medical workers. Its content is summarised in ten principles, regarding the topics of human rights, labour, environment, and anti-corruption. Net sales EUR 49.1 million Comparable EBITDA EUR 20.4 million Announcement of order in Germany including a part- nership with the Tannenbergschule and Carlo-Mieren- dorff-Schule in the Darmstadt-Dieburg district where Adapteo will provide two new school buildings inclusive an integrated canteen. The order includes approximate- Q2 ly 5,600 square metres. The rental term is 24 months and preliminary rental start is June 2021. A new share issue of SEK 386 million, representing 10 per cent of the issued shares in Adapteo prior to the Announcement of intention to concentrate the in-house placing, was carried out in a private