OCTO Technology Rapport annuel 2015

OCTO Technology Rapport annuel 2015 1

2

Disclaimer: this is a free and partial translation into English of a report issued in French and provided solely for the convenience of English reader. CONSOLIDATED FINANCIAL STATEMENTS AT 31 DECEMBER 2015 Consolidated statement of income In thousand euros Note 2015 2014 Net revenue 1 38,424 27,624 Other operating income 3 1,274 951 Purchases 4 (1,824) (804) Other operating expenses 5 (5,535) (4,404) Taxes (981) (748) Staff expenses 6 (27,008) (20,259) Depreciation, amortisation and provision 7 (523) (525) Operating income 2 3,827 1,834 Financial income 8 (3) 82 Income before taxes of fully consolidated companies 3,824 1,916 Non current income 9 (134) (14) Income taxes 10 (753) (380) Net income of fully consolidated companies before goodwill amortisation 2,938 1,522 Goodwill amortisation (30) - NET INCOME 2,908 1,522 Net income attributable to minority interests 64 77 NET INCOME ATTRIBUTABLE TO EQUITY HOLDERS 11 2,844 1,445 3

Consolidated balance sheet In thousand euros Note 2015 2014 Goodwill 12 149 Intangible assets 13 311 242 Tangible assets 14 880 757 Financial assets 15 584 229 Fixed assets 1,925 1,229 Trade account receivables 16 12,999 10,208 Other receivables 17 2,326 2,412 Cash and cash equivalents 18 12,886 5,241 Current assets 28,238 17,861 TOTAL ASSETS 30,136 19,090 Share capital 19 461 373 Additional paid-in capital 10,044 5,259 Consolidated retained earnings 2,328 1,915 Translation reserve (36) (54) Net income 2,844 1,445 Equity attributable to equity holders 15,642 8,939 Equity attributable to minority holders 191 135 Provisions 20 528 341 Financial liabilities 18 - - Trade account payables 21 1,543 953 Other payables 22 12,231 8,723 Liabilities 13,801 9,676 TOTAL EQUITY AND LIABILITIES 30,136 19,090 4

Consolidated statements of cash flows Consolidated net income (including minority interests) 2,908 1,522 Adjustments for non-cash items - Depreciation, amortisation and impairment 656 528 - Changes in deferred tax (135) (205) - Gains and losses on disposals - - Cash from operating activities before changes in working capital 3,429 1,845 Changes in working capital 1,513 (707) Cash from operating activities 4,942 1,138 Investments in fixed asset (1,015) (369) Proceeds from disposals of fixed assets 23 19 Effect of changes in scope of consolidation (221) Cash from investing activities (1,213) (350) Dividends paid (995) (926) Capital increase/decrease 4,870 119 Cash from financing activities 3,875 (807) Effect of changes in exchange rates 42 24 INCREASE / DECREASE IN CASH AND CASH EQUIVALENTS 7,646 6 Cash and cash equivalents at beginning of period 5,241 5,234 CASH AND CASH EQUIVALENTS AT ENDING OF PERIOD 12,887 5,241 5

Consolidated statements of changes in equity In thousand euros Share capital Additional paid-in capital Consolidated retained earnings Translation reserve Net income Equity - equity holders Equity - minority interests TOTAL EQUITY At 31 December 2013 370 5,151 1,658 (69) 1,183 8,294 45 8,339 Capital increase 3 108 109 10 119 Dividends paid (926) (926) - (926) Allocation to earnings 265 (265) - - - Net income 1,445 1,445 77 1,522 Exchange differences 1 15 16 2 18 Changes in scope (8) 8 - - - At 31 December 2014 373 5,259 1,915 (54) 1,445 8,938 135 9,073 Capital increase 89 4,785 (7) 4,866 3 4,869 Dividends paid (995) (995) - (995) Allocation to earnings 451 (451) - - - Net income 2,844 2,844 64 2,908 Exchange differences 18 18 2 20 Changes in scope (12) (12) (30) (42) Others (17) (17) 17 - At 31 December 2015 461 10,044 2,328 (36) 2,844 15,642 191 15,833 6

Notes to the consolidated financial statements 1. Accounting policies 1.1 Standards applied The Octo Group s consolidated financial statements have been prepared in accordance with French GAAP, in application of the regulation issued by the Accounting Regulation Committee (Comité de la Réglementation Comptable). 1.2 Accounting principles General principles of prudence, continuity, sincerity and faithful image of the Group s financial situation are applied in respect of the following conventions: going concern assumption consistency and comparability cut off respect historical costs and in accordance with general guidelines for the preparation and presentation of annual financial statements. The recommended accounting methods have been applied if appropriate. Amounts in the financial statements are in thousand euros, unless otherwise stated. 1.3 Consolidation methods Entities controlled directly or indirectly by the Group are fully consolidated. Control is defined by having majority of the voting rights and/or by being able to monitor financial and operating policies. 1.4 Scope of consolidation The list of the consolidated entities at 31 December 2015 is as follow: Entity Headquarter Country % of interest Consolidation method OCTO Technology SA Parent 50 avenue des Champs-Elysées, 75008 Paris France N SIRET : 418 166 096 00051 Company Fully consolidated Appaloosa Technology SAS N SIRET : 801 364 258 00013 50 avenue des Champs-Elysées, 75008 Paris France 96,00% Fully consolidated Elcurator SAS N SIRET : 809 501 679 00017 50 avenue des Champs-Elysées, 75008 Paris France 66,66% Fully consolidated OCTO Technology SA 7 avenue du théâtre, 1003 Lausanne Switzerland 90,00% Fully consolidated OCTO Technology SA 49 rue Jabal Tazekka, 10000 Agdal, Rabat Morroco 84,90% Fully consolidated OCTO Technology LTDA 1811 avenue Faria Lima, CJ 216/217 Sao Paulo Brasil 99,03% Fully consolidated OCTO Technology PTY Ltd 263 Clarence Street, NSW 2000, Sydney Australia 100,00% Fully consolidated OCTO Technology SPRL* 4 rue des Pères Blancs, B-1040 Bruxelles Belgium 100,00% Fully consolidated *Standby position of the belgium subsidary The 2015 changes in the scope of consolidation are the following: - Creation on April 2015 of OCTO Technology PTY Ltd (Australie), 100% held by OCTO Technology; - Creation on February 2015 of Elcurator SAS, 66.66% held by OCTO Technology; - Complementary purchase of 5% of the OCTO Technology s shares (Maroc) on July. 7

1.5 Closing The Group entities are consolidated on the basis of the financial statements at and for the year ended 31 December 2014, closing date of their social financial statements, and restated where applicable in accordance with the Group's accounting principles. 1.6 Translation of the financial statements of foreign companies Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at yearend exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement under the heading financial income. 1.7 Goodwill Goodwill on acquisitions is booked when there is a difference between: - the acquisition cost of shares (including the related costs net of taxes) and - the share of the acquiring company in the assets and liabilities evaluated at the acquisition date. Positive goodwill is booked under fixed assets and amortized over a period that reflects, as reasonably as possible, the assumptions made or objectives set at the time of the acquisition. Goodwill is generally amortized over 3 years. The Cash Generating Units (CGU) correspond to the subsidiaries included in the scope of consolidation. At the end of the year or in the event of a loss in value, impairment tests are performed, on an individual basis, for each CGU that include goodwill. 1.8 Research and development expenses Development expenditure which meets the activation criteria is recognised as an intangible asset in accordance with French GAAP (similar to IFRS criteria). As such, the group has capitalised the development expenses engaged for elcurator online platform for 61 thousand euros. Previously developed and tested internally, a free trial version is available since july 2014, and put on the market since the beginning of 2015. For 2014, the total research and development expenses, including amortisation of capitalised costs amounts to 1,949 thousand euros (1,701 thousand euros in 2013). 1.9 Intangible assets Intangible assets are recorded at historical cost and consist mainly of licenses and softwares. They are amortised on a straight-line basis over a period of 1 to 5 years. 1.10 Tangible assets Tangible assets are recorded at purchase or production cost, plus incidental costs required to bring the asset into usable condition. They are depreciated on straight-line basis over the following expected useful lives: General equipment, fixtures and fittings : 7 to 15 years Computer hardware : 3 to 5 years Office equipment and furniture : 5 years Vehicles : 5 years 1.11 Trade account receivables Trade accounts receivable are recorded at their face value. If applicable, a provision for impairment is recorded in case of high risk of non-recovery. 8

1.12 Foreign currency operations Revenues and expenses denominated in foreign currencies are recorded at the rate of exchange prevailing at the transaction date. Current liabilities and receivables in foreign currencies appear in the balancesheet at their exchange value in euros at the closing date. Difference resulting from the conversion of foreign currencies transactions are recorded in the statement of income. 1.13 Cash and cash equivalents Cash and cash equivalents consist of highly liquid and immediately available investments. Short-term investments are recorded at acquisition cost, with any unrealized losses covered by a provision for impairment. 1.14 Provision for pension benefits A provision for pension benefits corresponding to the compensation set in the IT professional agreement (convention Syntec) is recorded. The principal assumptions used to determine the provision are the following: Retrospective method of projected credit units Retirement age : 65-67 years old Average salary : 1/12 of fixed annual remuneration Discount rate Iboxx Corporate AA 10+ as at 31 december 2015 : 2,03% Life table from official INSEE national datas Social security rate : 50% 1.15 Revenue recognition Revenue recognition depends on the nature of the service provided: - Time-spent services correspond to skills and expertise provision. Revenue is progressively recognised as the service is performed. It corresponds to the time spent in days valued at daily selling price. - Fixed price services correspond to the execution of a project resulting in a deliverable, a summary report or a product according to the type of service provided (consulting or implementation). Revenue is progressively recognised with the operational progress of the project, corresponding mainly to the time spent. When an offset appears, delay or advance, between the time effectively spent and the actual progress, revenue is recognised according to actual progress. Accordingly, this leads to the recording of invoices to be established or accrued income when invoicing does not reflect the stage of completion. These are mainly delay for billing for time-spent services and payment schedule for fixed prices services. 1.16 Other operating income In accordance with the substance over form principle, the Tax Research Credit ( CIR ) is recognised as operating subsidy. 1.17 Taxes In application of the ANC position, the Territorial Economic Tax ( CET ) is accounted in operating income. This represents 1.3% of the consolidation net revenues. 1.18 Payroll expenses The Competitiveness Employment Tax Credit ( CICE ) is recognised in diminution of the payroll expenses. 1.19 Non-reccuring income and expenses Non-recurring income and expenses include items that are both exceptional and nonrecurring and therefore cannot be considered to be inherent to the Group's activity. 9

1.20 Income taxes Income taxes correspond to the sum of current and deferred taxes. Deferred taxes are recorded on all temporary differences between the book value of assets and liabilities and their tax bases. 1.21 Earnings per share (EPS) Basic earnings per share is calculated by dividing the consolidated net income by the weighted average number of shares outstanding during the period. Diluted earnings per share is calculated by dividing the consolidated net income by the weighted average number of shares in circulation, plus all the potentially dilutive shares (if any). Dilutive instruments comprise mainly common share warrants ('BSAs') and employees bonus shares. 2. Notes to the consolidated financial statements Note 1 Net revenue Segment information Business segments Services, Manufacturing, Retail, Energy 14,835 39% 7,109 26% Bank, Finance, Insurance 13,299 35% 11,009 40% Telecoms, Media, Web & Entertainment 7,587 20% 8,017 29% Others (rebilling, training, etc) 747 2% 454 2% Subtotal Consulting 36,468 95% 26,589 96% USI conference 1,372 4% 847 3% Products (Appaloosa & elcurator) 584 2% 188 1% TOTAL 38,424 100% 27,624 100% Geographical segments France (including USI conference & Products) 34,545 90% 24,022 87% Morocco 1,473 4% 1,889 7% Switzerland 1,374 4% 1,180 4% Brazil 574 1% 448 2% Australia 458 1% - - Belgium - 0% 85 0% TOTAL 38,424 100% 27,624 100% 10

Note 2 Other segment information Operating income France (including USI conference & Products) 3,507 1,584 Morocco 521 521 Switzerland 5 64 Brazil (47) (259) Australia (155) - Belgium (3) (77) TOTAL 3,827 1,834 Total assets France (including USI & Products) 28,218 17,598 Morocco 1,600 1,174 Switzerland 212 161 Brazil (34) 105 Australia 92 - Belgium 49 52 TOTAL 30,136 19,090 Note 3 Other operating income Capitalised production 186 103 Operating subsidy 1,053 825 Transferred expenses and other operating income 35 23 TOTAL 1,274 951 Capitalised production consists essentially in the capitalized development costs of the elcurator product and in the test benchs. Operating subsidy corresponds mainly to the OCTO Technology, Appaloosa Technology and Elcurator Tax Research Credit ( CIR ) on research work performed in 2015 for 1,048 thousand euros. Note 4 Purchases Subcontracting (1,677) (684) Other purchases (147) (120) TOTAL (1,824) (804) 11

Note 5 Other operating expenses Property rental and related charges (949) (1,006) Training, conferences and seminars (534) (464) Legal, audit & other fees (503) (420) Public relations, communication (including USI conference) (1,662) (976) Mission and travel expenses (1,117) (891) Telecom and internet expenses (271) (220) Recruitment expenses (141) (135) Other expenses (358) (291) TOTAL (5,535) (4,404) The raise in the public relations expenditures is related to the increased budget allocated to the USI conference. Note 6 Staff expenses Wages and salaries (18,223) (13,976) Social security charges (8,371) (6,017) Other staff expenses (167) (136) Employee profit sharing (247) (130) TOTAL (27,008) (20,259) Staff expenses include the OCTO Technology, Appaloosa Technology and Elcurator Competitiveness Employment Tax Credit ( CICE ) for 90 thousand euros in 2015. Geographical average staff : 2015 2014 France 235 192 Morroco 14 11 Switzerland 10 10 Brazil 9 8 Australia 5 - Belgium 0 1 TOTAL 274 222 12

Note 7 Operating depreciation, amortisation and provision Depreciation of intangibe assets (153) (97) Depreciation of tangibe assets (286) (262) Provision for contingencies (52) (19) Provision for pension (31) (147) Depreciation of trade receivables (1) - TOTAL (523) (525) Note 8 Financial income Income from short-term investment 4 - Net profit on disposal of short-term investment 16 67 Interest income 22 16 Interest expense (5) (7) Net foreign exchange income (40) 4 Depreciation and provision - 2 TOTAL (3) 82 Note 9 Non current income Income from the disposal of fixed assets - 1 Non-recurring expense on management operations (22) (12) Non-recurring income on management operations (7) - Depreciation and provision (105) (3) TOTAL (134) (14) Depreciation and provision correspond to employment-related litigations. 13

Note 10 Income tax Detail of income tax expense Income tax (926) (605) Other tax credits and reductions 39 20 Current tax expense/income (887) (585) Deferred tax 135 205 Effective tax expense/income (753) (380) Tax proof Consolidated income before tax 3,661 1,901 French standard tax rate 33.33% 33.33% Theoretical tax expense at French standard rate (1,220) (634) Differences in foreign tax rates 15 24 Impact of permanent differences* 414 209 Other tax credits and reductions 39 20 Effective tax expense/income (753) (380) * including goodwill amortisation Note 11 Earnings per share (EPS) 2015 2014 Net income attribuable to equity holders 2,844 1,445 Weighted average number of shares outstanding 4,313,042 3,711,649 Basic EPS ( ) 0.66 0.39 Number of free shares issuable and exercisable - - Number of common share warrants ( BSAs ) converted into shares 490,425 560,076 Diluted average number of shares 4,843,475 4,271,725 Diluted EPS ( ) 0.59 0.34 Note 12 Goodwill In thousand euros 2014 Net value Acquisitions Changes in scope Amortisation 2015 Net value OCTO Technology (Maroc) - - 179 (30) 149 TOTAL - - 179 (30) 149 Considering that the Moroccan subsidiary goodwill was booked on July 2015, no impairment test was performed at the end of the year. 14

Note 13 Intangible assets Gross value In thousand euros 2014 Acquisitions Disposals Exchange differences Start-up costs 1 1 Softwares, licences 690 276 (88) 877 Assets in progress 61 46 (100) 7 TOTAL 752 321 (188) - 885 2015 The increase of the assets in progress correspond to the capitalized development costs of the elcurator product, marketed since july 2015. The decrease of softwares and licences is due to scrapping. Amortisation In thousand euros 2014 Charges Reversals Exchange differences 2015 Start-up costs (1) (1) Softwares, licences (509) (152) 88 (573) TOTAL (510) (152) 88 - (574) Note 14 Tangible assets Tangible assets mainly include fixtures, office furniture and computer hardware. Gross value In thousand euros 2014 Acquisitions Disposals Exchange differences Tangible assets 1,812 412 (94) 1 2,131 Assets in progress - - TOTAL 1,812 412 (94) 1 2,131 2015 The decrease of tangible assets is due to scrapping. Amortisation In thousand euros 2014 Charges Reversals Exchange differences Tangible assets (1,055) (286) 92 (2) (1,251) TOTAL (1,055) (286) 92 (2) (1,251) 2015 15

Note 15 Financial assets In thousand euros 2014 Acquisitions Disposals Exchange differences Loans - 364 (17) 347 Deposits and guarantees paid 229 17 (9) 237 TOTAL 229 381 (26) 584 2015 Note 16 Trade account receivables Trade receivables clients 6,621 5,649 Clients invoices to be issued 6,379 4,559 Depreciation of trade receivables (1) - TOTAL 12,999 10,208 Note 17 Other receivables In thousand euros 2014 Variation Exchange differences 2015 Advances and prepayments made 23 1 (6) 17 Employee-related receivables 25 4 2 31 Tax receivables 332 23 2 357 Income tax receivables 1,310 (361) (7) 942 Deferred tax assets 345 134 (17) 463 Capital called but not paid in - 19-19 Other receivables 9 (14) 7 2 Prepaid expenses 369 126-495 TOTAL 2,412 (68) (19) 2,326 Note 18 Net cash position In thousand euros 2014 Variation Exchange differences 2015 Short-term investments 111 (4) (5) 101 Depreciation of short-term investments - - Cash 5,130 7,639 17 12,785 Active cash-flow 5,241 7,635 11 12,887 Passive cash-flow - - - - TOTAL 5,241 7,635 11 12,887 16

Note 19 Share capital Share capital structure Number of shares Nominal value Share capital as at 31 december 2014 3,727,952 0.1 Share capital increase: - Capital increase with shareholders PSR 745,592 0.1 - Capital increase reserved to employees 69,912 0.1 - Exercise of common share warrants ( BSAs ) 69,651 0.1 Share capital as at 31 december 2015 4,613,107 0.1 Note 20 Provisions In thousand euros 2014 Charges Reversals 2015 Provision for contingencies 35 157 192 Provision for pension 306 31 336 TOTAL 341 188-528 The annual charges correspond mainly to employment-related litigations. Note 21 Trade account payables Trade payables 1,280 677 Suppliers unbilled payables 244 258 Attendance fees 19 19 TOTAL 1,543 953 Note 22 Other payables In thousand euros 2014 Variation Exchange differences 2015 Clients creditors 239 (117) 122 Employee-related liabilities 4,709 2,229 (1) 6,937 Tax payables 2,583 652 8 3,241 Income tax payables 179 (70) (6) 103 Deferred tax liabilities - - Other payables 22 33 55 Deferred income 990 784 1,774 TOTAL 8,723 3,509 (1) 12,231 17

Note 23 Auditors fees JF Plantin Mazars Others* Amount % Amount % Amount % 2015 2014 2015 2014 2015 2014 2015 2014 2015 2014 Audit Statutory & consolidated accounts - Parent company 30 29 100% 100% - - - - - Subsidiaries - - 14 13 100% 100% 14 9 100% 69% Other services directly related to audit - Parent company - - - - - - - Subsidiaries - - - - - 4 Subtotal Audit 30 29 100% 100% 14 13 100% 100% 14 13 100% 31% Non audit services Legal, tax and social - - - - - - Subtotal Non Audit TOTAL 30 29 100% 100% 14 13 100% 100% 14 13 100% 100% * SAADA & DU REAU Associés, ACDEN Note 24 Off balance sheet commitments Maturing In thousand euros TOTAL Up to 1 year In thousand euros TOTAL Commitments given Rentals 727 727 - - TOTAL 727 727 - - Commitments received Subleasing - - - - TOTAL - - - - 18

19