KEOLIS S.A. 2019 FINANCIAL REPORT Contents 1. MANAGEMENT REPORT 3 1.1 Management report of the board of directors for the ordinary annual general meeting of 5 May 2020 4 1.2 Statement of non-fi nancial performance 10 1.3 Appendix 1 - Report on corporate governance 50 1.4 Appendix 2 – Table of results of the last fi ve fi nancial years 52 2. CONSOLIDATED FINANCIAL STATEMENTS FINANCIAL YEAR ENDED 31 DECEMBER 2019 53 2.1 Key fi gures for the Group 54 2.2 Consolidated fi nancial statements 55 2.3 Notes to the consolidated fi nancial statements 61 2.4 Statutory Auditors’ report on the consolidated fi nancial statements 114 3. ANNUAL FINANCIAL STATEMENTS FINANCIAL YEAR ENDED 31 DECEMBER 2019 117 3.1 Balance sheet at 31/12/2019 118 3.2 Income statement at 31/12/2019 120 3.3 Appendix 122 3.4 Statutory auditors’ report on the annual fi nancial statements 150 KEOLIS S.A. Limited Company with a capital of €412,832,676 552 111 809 RCS PARIS _________ Ordinary Annual General Meeting of 5 May 2020 KEOLIS S.A. 2019 FINANCIAL REPORT 3.4 billion 300 16 68,500 passengers AOM countries employees partners KEOLIS S.A. 2019 FINANCIAL REPORT 1 2 KEOLIS S.A. 2019 FINANCIAL REPORT www.keolis.com 1 MANAGEMENT REPORT 1.1 MANAGEMENT REPORT OF 1.3 APPENDIX 1 - REPORT ON THE BOARD OF DIRECTORS CORPORATE GOVERNANCE 50 FOR THE ORDINARY ANNUAL GENERAL MEETING OF 5 MAY 1.3.1 GENERAL MANAGEMENT METHODS 50 2020 4 1.3.2 MANDATES AND FUNCTIONS 1.1.1 HIGHLIGHTS OF THE FINANCIAL YEAR 4 EXERCISED BY EACH OF THE EXECUTIVE OFFICERS 50 1.1.2 NON-FINANCIAL INFORMATION 8 1.3.3 LIST OF CONVENTIONS CONCLUDED DIRECTLY OR THROUGH THIRD 1.2 STATEMENT OF NON- PARTIES, BETWEEN ON THE ONE FINANCIAL PERFORMANCE 10 HAND ONE OF THE EXECUTIVE 1.2.1 INTRODUCTION 11 OFFICERS OR ONE OF THE SHAREHOLDERS WITH A FRACTION 1.2.2 PRINCIPLE 1: HUMAN RIGHTS AND OF THE VOTING RIGHTS HIGHER FUNDAMENTAL FREEDOMS 16 THAN 10%, AND ON THE OTHER, 1.2.3 PRINCIPLE 2: FAIR BUSINESS PRACTICES 16 ANOTHER COMPANY IN WHICH THE COMPANY OWNS, DIRECTLY OR 1.2.4 PRINCIPLE 3: DIALOGUE WITH OUR INDIRECTLY, MORE THAN HALF OF PUBLIC TRANSPORT AUTHORITIES THE CAPITAL, WITH THE EXCEPTION AND OTHER STAKEHOLDERS 19 OF AGREEMENTS RELATING TO 1.2.5 COMMITMENT TO OUR PASSENGERS 21 ORDINARY TRANSACTIONS AND CONCLUDED UNDER NORMAL CONDITIONS 51 1.2.6 COMMITMENT TO OUR EMPLOYEES 30 1.3.4 SUMMARY TABLE OF THE 1.2.7 COMMITMENT FOR THE ENVIRONMENT 36 OUTSTANDING DELEGATIONS GIVEN 1.2.8 COMMITMENT TO COMMUNITIES 40 BY THE ANNUAL GENERAL MEETING OF SHAREHOLDERS IN THE AREA OF 1.2.9 CONTROLLING RISK OVER THE CAPITAL INCREASES, PURSUANT TO ENTIRE VALUE CHAIN: SUSTAINABLE ARTICLES L. 225-129-1 AND L. 225- PROCUREMENT 42 129-2 OF THE FRENCH COMMERCIAL 1.2.10 CONCLUSION AND OUTLOOK 44 CODE, AND THE USE MADE OF THESE DELEGATIONS DURING THE 1.2.11 METHOD 44 FINANCIAL YEAR 51 1.2.12 REPORT FROM ONE OF THE STATUTORY AUDITORS, APPOINTED TO BE THE INDEPENDENT THIRD- 1.4 APPENDIX 2 – TABLE OF RESULTS OF THE LAST FIVE PARTY BODY, ON THE CONSOLIDATED FINANCIAL YEARS 52 STATEMENT OF NON-FINANCIAL PERFORMANCE IN THE GROUP MANAGEMENT REPORT 47 KEOLIS S.A. 2019 FINANCIAL REPORT 3 MANAGEMENT REPORT 1 1.1 Management report of the board of directors for the ordinary annual general meeting of 5 May 2020 1.1 MANAGEMENT REPORT OF THE BOARD OF DIRECTORS FOR THE ORDINARY ANNUAL GENERAL MEETING OF 5 MAY 2020 Ladies and Gentlemen, We have brought you together at the Ordinary Annual General Meeting, Your statutory auditors will also read their reports to you. in accordance with legal, regulatory and statutory requirements, to We are happy to assist you with more information or any queries you report to you on the activities of our Company during the fi nancial may have. year ended 31 December 2019 and to submit for your approval the consolidated and annual fi nancial statements for the same fi nancial Below we review the various items of information as required by year. regulations. 1.1.1 HIGHLIGHTS OF THE FINANCIAL YEAR 1.1.1.1 Activity The Group’s fi nancial position At 31 December 2019, the Group had net fi nancial debt of €2.8 million, Business activity and development made up mainly of external lines of fi nance put in place in France and various countries, maturing up until 2032. FRANCE To manage its liquidity risk, the Group uses bank overdrafts, short term fi nancing facilities and daily liquid investments. ■ The revenue performance of the urban networks (at constant scope) and the Ile-de-France region was very solid in 2019 with +3.6% The Group manages its counterparty risk by only borrowing from growth compared to 2018 on a like-for-like basis. banks falling within the “Authorised” bank category. This category is defi ned according the banks’ ratings and their level of participation ■ Keolis saw its contracts in Aix-en-Provence, Nevers, Château- Thierry, Châlons-en-Champagne, Dreux and the suburban area towards the fi nancing of the Group. of Nancy renewed and notably won contracts in Menton, Antibes As a result of its operational, fi nancial and investment activities, the Sophia-Antipolis and Moulins . Inter-urban bids led to partial renewals Group is exposed to the following fi nancial market risks: of BreizhGo 35 and Hérault Transport. Keolis also won the fi rst ■ interest rate risk; tram contract in Ile-de-France (line T9 - “Bord de l’eau”). This is the fi rst batch put out to tender by Ile-de-France Mobilités as part ■ foreign exchange risk; of the opening-up of Optile to competition. ■ commodities risk. ■ The urban networks of Angers, Brest, Saint-Malo, Creil and Toul To manage this exposure, the Group uses standard, liquid and market- were not renewed. available derivative fi nancial instruments: ■ forward and future sales and purchases; INTERNATIONAL ■ swaps; ■ International growth continued in 2019 with the full-year operation of the “Transport for Wales” rail network and the opening ■ call options; of the complete automatic metro network in Doha, Qatar, in ■ put options in combination with call options to provide symmetric December 2019. or asymmetric collars. ■ Keolis strengthened its contribution to energy transition with The Group’s interest rate risk exposure results from its fi nancial debt, contracts secured for the operation of electric buses in Norway, part of which is subject to variable interest rates. It is therefore exposed in Bergen (136 buses), and in the Netherlands, in the provinces to rate rises. The objective of risk management is to protect the Group’s of Overijssel, Flevoland and Gelderland (300 buses). The DLR net fi nancial income from an increase in interest rates, while taking (Docklands Light Railway) automatic metro contract in London, advantage of any decrease in rates to the greatest possible extent. United Kingdom, was extended until 2025. The Group also makes investments in foreign entities. To cover the foreign exchange risk engendered by these investments, the Group Acquisitions and investments uses derivative fi nancial instruments to maintain a reference exchange In France, the Group acquired CarPostal France, which will enable rate defi ned for the year. Keolis to signifi cantly strengthen its presence throughout eastern The Group is exposed to the risk of the fl uctuation of the price of diesel. France (Grand Est, Bourgogne-Franche-Comté, Auvergne-Rhône- This risk is partially hedged in the concession contracts signed with Alpes and Le Sud Provence-Alpes-Côte d’Azur), where CarPostal public transport authorities. For the remaining exposure, the Group France operates six urban networks and seven inter-urban subsidiaries. implements a hedging policy using derivative fi nancial instruments whose objective is to minimise the volatility of Group profi ts. 4 KEOLIS S.A. 2019 FINANCIAL REPORT www.keolis.com MANAGEMENT REPORT 1.1 Management report of the board of directors for the ordinary annual general meeting of 5 May 2020 Main risks and uncertainties Organic growth of revenue including portfolio growth amounts to The Group conducts its business in a constantly-evolving economic, €577.5 million or +10.3%. competitive and technical environment. Identifying and anticipating Consolidated recurring EBITDA stands at €326.4 million (excluding risks and fi nding ways of controlling them lie at the heart of its concerns. IFRS 16), up +€16.4 million, or +5.3%, on 2018. The Group’s geographical footprint, its status as a market leader The foreign exchange impact is negative at (€1.8 million) due to the and key player in different modes of transport, and the nature of the Swedish Crown and the Australian dollar. passenger transportation business all entail both intrinsic and external The technical effect is favourable at €5.7 million, with in particular risks for the Group: the CVAE (+€1.7 million), IFRIC 12 (+€0.9 million) and the change ■ continuity risks take the form of sudden and serious events which in accounting method for the component approach in Germany and affect business continuity and potentially harm the image and the Netherlands (+€4.9 million). credibility of the Group. This could be the case, for example, with The consolidation scope effect improved recurring EBITDA by a major passenger accident, a terrorist attack or a widespread +€3.3 million of which France by +€2.4 million (CarPostal France), data breach; International +€0.9 million (Groupe Open Tours in Belgium). ■ performance risks are a threat to the company’s results.