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Openjobmetis

Annual Report Mar 29, 2022

4064_10-k_2022-03-29_e1e5ec2e-9241-4770-8212-f552008d0287.pdf

Annual Report

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Annual Report 2021

(Translation from the Italian original which remains the definitive version. This translation of the Annual Report 2021 constitutes a non-official versionwhich is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815)

CONTENTS

LETTER TO THE SHAREHOLDERS7
CORPORATE BODIES8
STRUCTURE OF THE GROUP10
DIRECTORS' REPORT ON OPERATIONS 11
Highlights (amounts in millions of EUR) 11
Trends in key financial and operating indicators – alternative performance indicators12
General economic scenario 14
The Openjobmetis Group and the labour market; The impacts of the Covid-19 pandemic and
the resilience of the Openjobmetis Group 16
Operating performance and results of the Group 20
Operating performance and results of the Parent Openjobmetis S.p.A37
Risks related to operations 51
Relations with subsidiaries and related parties56
Significant events in 202160
Main significant subsequent events 62
Outlook64
Information relating to employees 65
Information on environmental matters 66
Reconciliation between the Parent's financial statements and the consolidated financial
statements68
Other information69
CONSOLIDATED FINANCIAL STATEMENTS 73
Statement of Financial Position 74
Statement of Comprehensive Income 75
Statement of Changes in Equity76
Statement of Cash Flows 77
Notes to the Consolidated Financial Statements 78
STATEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE
WITH ARTICLE 154-BIS OF LEGISLATIVE DECREE 58/98 AS AMENDED AND
SUPPLEMENTED 149

Annual Report 2021

Openjobmetis S.p.A. - Employment Agency Auth. Prot. No. 1111-SG of 26/11/2004

Registered Office Via Bernardino Telesio 18, 20145 Milan

Headquarters and Offices Via Marsala 40/C Centro Direzionale Le Torri, 21013 Gallarate (VA)

Legal Information Approved and subscribed share capital: EUR 13,712,000 Registered in the Milan Register of Companies under tax code 13343690155

Website www.openjobmetis.it

LETTER TO THE SHAREHOLDERS

Dear Shareholders,

The Openjobmetis Group ended 2021 by marking its best year ever in terms of revenue, despite the partial continuation of the Covid-19 pandemic. The management, as in the past, has demonstrated its ability to seize the opportunities offered by the market with great decisiveness and spirit of dedication.

Furthermore, the completion of the acquisition of Quanta S.p.A and its subsidiary Quanta Risorse Umane S.p.A on 26 May 2021 was an important milestone in terms of growth strategy. The integration, which began successfully in the second half of the year, has enabled the Openjobmetis Group to implement its first synergies and to take advantage of the experience of Quanta's employees in new niche markets such as aerospace, naval and energy.

In 2021, the Group's revenue amounted to EUR 720.8 million, an increase of 39.4% compared to 2020 and 27.5% compared to 2019. Already in the first half of the year, impacted by the synergies of the consolidation of Quanta S.p.A. for the month of June only, the positive change was 35.7% compared to the same period in 2020 and 23.9% compared to 2019. The Group also operated successfully in the second half of the year, despite the intensification of infections due to the new Covid-19 variants and the tightening of containment measures adopted by the government during the winter.

The year ended with EBITDA of EUR 23.5 million (compared to approximately EUR 14.9 million in 2020) and an EBITDA margin of 3.3%, despite the fact that the 2021 Income Statement is impacted by non-recurring costs related to the aforementioned acquisition. The Group has confirmed that it is a point of reference in the Italian market both for contract work and for all services related to human resources, thanks to its ability to best satisfy the needs of the customer in the context of all the difficulties we have had to live with in recent years.

We will face the new year with confidence with the aim of realising the efficiencies resulting from the full integration of our new Quanta Group's colleagues and their experiences.

The Chairman

Marco Vittorelli

(signed on the original)

CORPORATE BODIES

The Ordinary Shareholders' Meeting of 30 April 2021 appointed the Board of Directors and the Board of Statutory Auditors in office until the Shareholders' Meeting that will be called to approve the financial statements as at 31 December 2023.

Board of Directors

Chairman Marco Vittorelli
Deputy Chairman Biagio La Porta
Managing Director Rosario Rasizza
Directors Alberica Brivio Sforza1
Laura Guazzoni1
Barbara Napolitano1
Lucia Giancaspro1 2
Alessandro Potestà1
Alberto Rosati1
Corrado Vittorelli
Board of Statutory Auditors
Chair Chiara Segala

Alternate Auditors Alvise Deganello

Standing Auditors Manuela Paola Pagliarello Roberto Tribuno Marco Sironi

1 Independent Director

2 On 16 March 2022, the Board of Directors, following the resignation of Gabriella Porcelli as non-executive and independent Director of the Company, as well as member of the Control, Risks and Sustainability Committee, resolved to co-opt Lucia Giancaspro pursuant to Article 2386 of the Italian Civil Code.

Committees

Control, Risks and Sustainability Committee3 Alberto Rosati (Chair)1

Laura Guazzoni1 Lucia Giancaspro1 4

Remuneration Committee Alberica Brivio Sforza (Chair)1 Barbara Napolitano1 Alberto Rosati1

* * *

Manager in charge of financial reporting Alessandro Esposti

* * *

Independent Auditors5 KPMG S.p.A.

3 The Control, Risks and Sustainability Committee also acts as Related Parties Committee.

4 On 16 March 2022, the Board of Directors, following the resignation of Gabriella Porcelli from her position as non-executive and independent Director of the Company, as well as member of its Control, Risks and Sustainability Committee, resolved to appoint Lucia Giancaspro as a new member of the Control, Risks and Sustainability Committee.

5 In office until 31/12/2023

STRUCTURE OF THE GROUP6

6Share capital structure and voting rights as at 31 December 2021 on the basis of the information received pursuant to articles 120 and 122 of the Consolidated Law on Finance (TUF); Group structure as at 31 December 2021. On 2 December 2021, the deed of merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. was registered with the competent Register of Companies. Pursuant to Article 2504-bis, paragraph 2 of the Italian Civil Code, the statutory, accounting and tax effects of the merger came into effect on 1 January 2022.

On 28 October 2021 the deed of merger by incorporation of Quanta Risorse Umane S.p.A. into Openjob Consulting S.r.l. was registered with the competent Register of Companies. The statutory effects of the merger will be effective as from 1 April 2022, while the accounting and tax effects will be effective - pursuant to Article 2504-bis, paragraph 2 of the Italian Civil Code - as from 1 January 2022.

DIRECTORS' REPORT ON OPERATIONS

Highlights (amounts in millions of EUR)

Notes: the adjusted values are calculated as indicated in the section "Trends in key financial and operating indicators – alternative performance indicators". Where not specified, the data are to be considered "Reported".

Trends in key financial and operating indicators – alternative performance indicators

Income Statement indicators 2021 2020 2019 2018 Δ 21 vs. 20
% EUR % EUR % EUR % EUR %
First contribution margin (millions/margin) (1) 89.2 12.4% 63.7 12.3% 73.5 13.0% 74.6 12.5% 25.5 40.1%
EBITDA (millions/margin) (2) 23.5 3.3% 14.9 2.9% 23.5 4.2% 22.0 3.7% 8.6 57.7%
Adjusted EBITDA (millions/margin) (3) 3.5% 15.3 3.0% 24.0 4.2% 22.5 3.8% 10.2 66.8%
EBITA (millions/margin) (4) 15.6 2.2% 8.3 1.6% 15.6 2.8% 18.9 3.2% 7.3 88%
Adjusted EBITA (millions/margin) (5) 2.4% 8.7 1.7% 16.2 2.9% 19.4 3.3% 8.8 101.1%
Net profit (loss) for the year (millions/margin) 1.5% 23.6 4.6% 10.4 1.8% 12.4 2.1% (12.9) (54.7%)
Adjusted net profit (loss) for the year (millions/margin) (6) 1.7% 6.0 1.2% 10.9 1.9% 13.1 2.2% 6.4 106.7%
Other indicators 2021 2020 2019 2018 Δ 21 vs. 20
Value %
Net financial indebtedness (EUR million) (7) 44.5 17.4 30.1 24.2 27.1 155.8%
Net financial indebtedness/EBITDA 1.9 1.2 1.3 1.1 0.7 58.3%
Number of shares (thousand) 13,712 13,712 13,712 13,712 - 0.0%
Net earnings (loss) per share outstanding* (EUR) 0.80 1.81 0.79 0.93 (1.0) (55.8%)
Adjusted net earnings (loss) per share outstanding* (EUR) 0.90 0.46 0.83 0.98 0.47 102.2%
ROE – Net profit (loss)/average equity (%) 8.3% 21.0% 10.4% 13.4% (12.6%) (60.5%)
Average no. of days to collect trade receivables (days) (8) 69** 76 74 70 (7) (9.2%)

* The average number of shares is calculated net of treasury shares purchased following the buy-back programme, as described in more detail in point 19 of the Notes to the consolidated financial statements, to which reference is made. ** Net of the effects of the consolidation of "Quanta".

(1) The first contribution margin is calculated as the difference between Revenue and Personnel expense for contract workers.

(2) EBITDA is calculated as Profit (loss) for the period before income taxes, net financial expense, amortisation, provisions and impairment losses on trade receivables and other receivables.

(3) Adjusted EBITDA is calculated as EBITDA before charges mainly relating to costs for personnel reorganisation, consultancy, due diligence and other costs incurred relating to acquisitions (as indicated in the following pages of this report).

(4) EBITA is calculated as Profit (loss) for the period before income taxes, net financial expense and amortisation of the intangible assets included in the balance of Intangible assets and goodwill

(amortisation of customer relations and non-compete agreement signed as part of the acquisition of "Quanta").

(5) Adjusted EBITA is calculated as EBITA before charges mainly relating to costs for personnel reorganisation, consultancy, due diligence and other costs incurred relating to acquisitions (as indicated in the following pages of this report).

(6) Adjusted Profit (loss) for the period is calculated as Profit (loss) for the period before charges mainly relating to costs for personnel reorganisation, consultancy, due diligence and other costs incurred relating to acquisitions, the amortisation of the intangible assets included in the balance of Intangible assets and goodwill (amortisation of customer relations and the non-compete agreement signed as part of the acquisition of "Quanta") and net of the related tax effect (as indicated in the following pages of this report).

(7) Net financial indebtedness shows the company's financial exposure to lenders and is the difference between financial assets and the sum of current and non-current financial liabilities (see the section on "Operating performance and results of the Group" for its detail).

(8) Average no. of days to collect trade receivables: as at 31 December, trade receivables / revenue from sales x 360. (for 2021 it should be noted that trade receivables and revenue from sales have been considered net of the amounts included in the consolidated financial statements relating to Quanta S.p.A. and Quanta Risorse Umane S.p.A.).

The costs subject to adjustment as part of the aforementioned alternative performance indicators (costs for personnel reorganisation, consultancy, due diligence and other costs incurred in relation to acquisitions and amortisation of the intangible assets included in the balance of Intangible assets and goodwill) with the related reconciliations to the financial statements data are provided in the "Analysis of the operating performance of the Openjobmetis Group" section of this report.

The aforementioned alternative performance indicators facilitate analysis of business performance, ensuring better comparability of results over time.

The above indicators are not identified as accounting measures under IFRS, therefore the quantitative determination thereof may not be unique. The determination criteria applied by the Group for these indicators may not be consistent and comparable with those determined by other operators.

General economic scenario7

Real economy and financial market trends

The overall economic picture for 2021 was still affected by the effects of the Covid-19 pandemic, although significantly improved from the previous year due to the easing of restrictive measures. Starting in the first quarter of the year, there was slight growth, with GDP increasing by a timid 0.1% compared with the last quarter of 2020.

According to ISTAT's "Quarterly Economic Accounts", the second quarter witnessed significantly stronger growth in Italian GDP, amounting to +2.7% compared with the first three months of the year (up 17.2% on the same quarter of 2020). This economic expansion, well above the expectations formulated by the Bank of Italy, was made possible by the progress of the vaccination campaign and the recovery of mobility to pre-pandemic levels.

The Italian trend was also confirmed by the main advanced economies at international level in which the recovery continued in a sustained manner, overcoming the initial uncertainty linked to the spread of the virus.

The data, published by the Bank of Italy in its economic bulletin, show that, after a small contraction in the first quarter in the Eurozone (-0.3%), the second quarter saw a recovery (+2.1% compared with the previous quarter). Italy, in this scenario, stood out among the fastest growing economies.

The increase in consumer confidence was also confirmed in the third quarter of 2021 where a further increase in GDP of +2.6% was recorded (+3.9% compared to the same period in 2020).

In fact, since late spring, there has been a significant recovery in added value in the sectors that, in the first part of the year, were subject to the most restrictive containment measures (commerce, reception businesses, transport and entertainment).

Estimates for the fourth quarter of 2021 point to a heavy deceleration, with GDP increasing by +0.3% from previous months. The change is attributable to the worsening of the health situation with the spread of the Omicron variant that, although less severe than the previous Delta, has led to a sharp rise in infections.

Projections for 2022 estimate GDP growth in Italy of +3.8%. Under this assumption, the spike in infections in the first quarter of the year would have only short-term consequences with respect to

7 Sources: ISTAT, Bank of Italy and Euronext

mobility and consumption. GDP would then return to expansion in spring 2022, aided by an improved health environment. (Source: "Macroeconomic Projections for the Italian Economy," Bank of Italy). 2021 was a record year for the primary markets of the Euronext market infrastructure, which Borsa Italiana has been part of since April 2021. According to reports, new listings in Europe amounted to +212, with an aggregate market capitalisation of EUR 123 billion, and reflected widespread confidence in the real economy. In 20218 , the FTSE Italia All Share index grew by +22% and the FTSE MIB index by +21.5%. The STAR segment, to which Openjobmetis S.p.A. belongs, stood out for its high performance: in fact, there was a year-on-year increase in the FTSE Italia STAR index of 41.2%.

On 3 January 2022, Openjobmetis shares (OJM.MI) opened at EUR 13.00 per share, while on 30 December 2021, the last trading day for the year, they closed at EUR 12.85 per share.

Table 1: Italian GDP trend by quarter (Source ISTAT)

8 Figures as at 23 December 2021

The Openjobmetis Group and the labour market; The impacts of the Covid-19 pandemic and the resilience of the Openjobmetis Group

Performance of the labour market9

Economic growth in 2021 has translated into a rise in employment, although the effects of the Covid-19 crisis have not been fully overcome. In fact, compared to the pre-pandemic period (February 2020), the employment rate at the end of 2021 has returned to the same level (59.0%), while the unemployment rate remains higher (9.0%).

In general, according to that reported in "The labour market: data and analysis"10, the recovery witnessed in 2021 has favoured male employment, on the other hand penalising female employment which was already showing signs of weakness before the health emergency. Women also account for two-thirds of fixed-term activations during the year.

In February 2021, a negative trend was interrupted which in one year, saw a decrease in the number of employed people by approximately 945,000 units. The reversal of the trend continued in subsequent months: as at April 2021, the increase in employment over January 2021 was 120.00. This increase primarily involved temporary workers, due to their flexibility and adaptability to employer needs in a markedly insecure environment.

The second quarter closes with a gap of 470,000 fewer jobs than pre-pandemic levels, although, compared to the previous quarter the level of employment appears to be 1% higher. As a consequence, the number of people looking for work decreased (-0.8% compared to the previous quarter, equal to -20 thousand units) as well as the number of inactive persons between 15 and 64 years old (-2.0% compared to the previous quarter).

The third quarter, mainly in July and August, saw a recovery in employment in the service sector, particularly in tourism. Unlike last year where there was a negative downturn, employment growth continued in fall 2021, posting an increase of nearly 120,000 employed people in three months (up 505,000 from January 2021). The employment rate rebounded to 58.4 percent in November, even 0.2 points higher than in February 2020.

Comparison of the last quarter of the year with the previous one reveals an increase in the number of employed people of +0.3% (approximately +70,000). December marks the end of the year with

9 Source: ISTAT

10 Note prepared jointly by the Ministry of Labour and Social Policies, the Bank of Italy and ANPAL.

renewed stability in the number of employed people, accompanied by a decrease in the unemployment rate compared with previous months.

Main regulatory aspects relating to 2021

With reference to the regulatory framework, the publication on 25 May 2021 of the so-called "Support bis Decree: Urgent measures related to the Covid-19 emergency for businesses, work, young people, health and local services" (Law Decree 73/2021) should be noted. This Decree modified, among others, the provisions regarding fixed-term contracts. The main change concerned the possibility for the company to specify further reasons for the renewal of the fixed-term contract, with respect to those envisaged in the "Dignity Decree" according to the specific requirements considered in the national, territorial and company collective agreements. The measure has opened up greater flexibility to companies in hiring temporary staff, including contract work.

On 30 June 2021, the Council of Ministers approved Law Decree 99/2021 on labour and taxation. The text of the measure has been filed with the Committee on Budgetary Control of the Chamber in the form of an amendment to the "Support bis" Decree. As a result, as of 1 July, the prohibition on dismissal for economic reasons for the industrial and construction sectors has lapsed, with the exception of textiles-clothing and leather goods.

For sectors where the dismissal blockage has been overcome, the use of the extraordinary government-sponsored lay-off scheme (Cassa Integrazione Guadagni) has been provided for 13 weeks until 31 December 2021 without additional contribution, with consequent reactivation of the dismissal blockage.

Terminations, recorded as a result of the measures, likely reflected the redundancies of previous months, remaining at modest levels.

The Support Bis Decree became law on 25 July 2021. As of this date, collective bargaining has initiated a process of identifying specific requirements for extending or renewing fixed-term contracts, in view of the expiry of the relaxation of the constraints of the "Dignity Decree" scheduled for 31 December 2021. These include agreements reached for the food, paper and textile-clothing-fashion sectors.

Furthermore, it should be noted that on 13 July 2021 the Council of the European Union approved the National Recovery and Resilience Plan, which was issued by the Italian Government at the end of April. The Plan envisages total interventions in support of the economy and reforms of EUR 191.5 billion, of which nearly EUR 7 billion for Employment Policies. The general objectives relating to this last point are: a) to strengthen active policies by supporting the employability of workers in transition and the unemployed, b) to strengthen employment centres to provide services also aimed at reskilling

and upskilling human resources through the involvement of stakeholders, including private ones, c) encouraging the creation of businesses operated by women, d) reducing the mismatch between the education and training system and the employment market.

On 30 December 2021, the 2022 Budget Law was passed, which includes a revision of the rules provided for obtaining and maintaining 'Citizens' Income'. Among the main changes, the text provides for the involvement of employment agencies in the active search and collaboration with employment centres for the efficient matching of supply and demand for income recipients.

The impacts of the Covid-19 pandemic and the resilience of the Openjobmetis Group

The impacts of the spread of Covid-19, still present in the economy and consequently in the labour market, did not negatively impact the Openjobmetis Group's results in 2021. In fact, the Group achieved higher revenue than pre-pandemic, ending its best year ever with revenue of 720,789 thousand (+39.4% compared to 2020 and +27.5% compared to 2019). Revenue in the first half of the year was 35.7% higher than in the first half of 2020 and 15.4% higher than in the first half of 2019. The nine months, thanks in part to the consolidation of "Quanta," saw revenue growth of 39.8% over the same period in 2020 and 23.9% over 2019. Despite the spread of the Omicron variant in the latter part of the year, which is more contagious but less severe than the previous Delta, leading to a surge in infections, the fourth quarter still ended with excellent results (+38.5% compared to the same quarter in 2020 and +37.5% compared to the same quarter in 2019).

As at 31 December 2021, Openjobmetis benefited from the contract worker salary supplement (Trattamento di Integrazione Salariale - TIS) for EUR 2,176 thousand (compared to EUR 18,467 thousand as at 31 December 2020). This amount is reimbursed by Forma.Temp and is recognised in the income statement for the period as a direct reduction in personnel costs. The total residual credit for TIS as at 31 December 2021 is equal to EUR 4,461 thousand (including "Quanta" for EUR 214 thousand).

As in the recent past, there are no particular situations of solvency risk for customers of the Openjobmetis Group compared to the pre-Covid period. This is demonstrated by the average collection times (DSO) which as at 31 December 2021, net of the effects deriving from the consolidation of "Quanta", are at 69 days, down from 76 days as at 31 December 2020.

In addition, financial indebtedness, net of the effects of the acquisition (about EUR 20 million) and the consolidation of "Quanta" (approximately EUR 11 million), would have amounted to EUR 14 million (compared to EUR 17.4 million as at 31 December 2020).

The Group's management sees no particular impact in relation to the recoverability of trade receivables and intangible assets and goodwill recorded in the financial statements.

Openjobmetis S.p.A. operated regularly during the year, continuing to guarantee normal support to the businesses that use it. The Company Protocol of the measures adopted to combat and contain the spread of the Coronavirus SARS-Cov-2, already adopted by the Group from the early stages of the spread of the virus, has been progressively refined and adjusted to the regulations in force in the various phases of the pandemic. To protect the health of its employees, an active Agile Work plan has been maintained for all those activities that can be carried out from the worker's home, compatibly with business needs and in accordance with their duties and activities, also based on the size of the work environments.

The decision not to make use of the government-sponsored lay-off scheme for facility personnel has enabled the Group to remain vigilant and operate promptly with respect to the restart of the market, positively influenced by the progress of the vaccination campaign.

Other preventive measures that the Group has adopted and maintained include the obligation to measure the temperature and hand sanitation at each entrant into the company, the supply of daily PPE to all employees, careful organisation and management of the common areas, as well as careful and precise cleaning and sanitation of the premises.

The Group has also activated a dedicated email inbox in order to accurately track positive cases and quarantines. As required by Law Decree 127/2021, the requirement to display COVID-19 green certification for both facility staff and contract workers was enforced as of 15 October.

Operating performance and results of the Group

Note on methodology

Following the acquisition of 100% of Quanta S.p.A. and indirectly of its wholly-owned subsidiary Quanta Risorse Umane S.p.A. (indicated in this document also as the "Quanta" transaction) completed on 26 May 2021, the consolidation scope of this report includes the aforementioned companies from June. The main economic and financial impacts of this transaction will be described below in the Annual Report.

Analysis of the operating performance of the Openjobmetis Group for the year 2021

Revenue from sales for 2021 came to EUR 720.8 million, compared to EUR 517.0 million in the previous year. In 2021, operating profit (or EBIT, earnings before interest and tax) amounted to EUR 15.2 million. (EUR 8.3 million in 2020). Net profit was EUR 10.7 million compared to EUR 23.6 million in 2020.

The Group's consolidated financial figures for the years ended 31 December 2021, 2020, 2019 and 2018 are shown in the table below.

(amounts in thousands of EUR) Financial statements for the year ended 31 December 2021/2020 Change
2021 % of
Revenue
2020 % of
Revenue
2019 2018 value %
Revenue 720,789 100.0% 516,985 100.0% 565,344 594,271 203,804 39.4%
Costs of contract work (631,557) (87.6%) (453,274) (87.7%) (491,887) (519,697) (178,284) 39.3%
First contribution margin 89,232 12.4% 63,711 12.3% 73,457 74,574 25,521 40.1%
Other income 15,586 2.2% 8,649 1.7% 12,763 13,248 6,937 80.2%
Employee costs (42,458) (5.9%) (32,270) (6.2%) (33,224) (34,005) (10,188) 31.6%
Cost of raw materials and
consumables
(202) (0.0%) (174) (0.0%) (250) (238) (28) 16.1%
Costs for services (37,569) (5.2%) (24,410) (4.7%) (28,609) (30,798) (13,159) 53.9%
Other operating expenses (1,046) (0.1%) (636) (0.1%) (668) (768) (410) 64.5%
EBITDA 23,543 3.3% 14,870 2.9% 23,469 22,013 8,673 58.3%
Impairment loss on trade and
other receivables
(2,178) (0.3%) (1,631) (0.3%) (3,062) (2,169) (547) 33.5%
Amortisation, depreciation and
impairment losses
(5,785) (0.8%) (4,927) (1.0%) (4,780) (922) (857) 17.4%
EBITA 15,580 2.2% 8,312 1.6% 15,627 18,922 7,268 87.4%

(amounts in thousands of EUR) Financial statements for the year ended 31 December 2021/2020 Change
2021 % of
Revenue
2020 % of
Revenue
2019 2018 value %
Amortisation of intangible
assets
(403) (0.1%) (46) (0.0%) (44) (44) (357) 776.1%
EBIT 15,177 2.1% 8,266 1.6% 15,583 18,878 6,911 83.6%
Financial income 40 0.0% 235 0.0% 43 104 (195) (83.0%)
Financial expense (719) (0.1%) (536) (0.1%) (737) (632) (183) 34.1%
Profit (loss) before taxes 14,499 2.0% 7,965 1.5% 14,889 18,350 6,533 82.0%
Income taxes (3,786) (0.5%) 15,677 3.0% (4,485) (5,974) (19,463) (124.1%)
Net profit (loss) for the year 10,713 1.5% 23,642 4.6% 10,404 12,376 (12,929) (54.7%)

The table below provides a breakdown of the costs that have been adjusted for the purposes of determining the Alternative Performance Indicators (APIs).

Description 2021 2020
EUR thousands
Costs for services Charges relating mainly to consultancy and due
diligence costs for acquisitions
1,146 418
Other operating expenses Charges relating to the capital loss on the sale of the
property in Rodengo Saiano and taxes (Tobin Tax)
280 -
Employee costs Personnel reorganisation costs 533 -
Total 1,959 418
Amortisation/depreciation Amortisation of customer relations and non-compete
agreements included in intangible assets and goodwill
403 46
Total costs 2,362 464
Tax effect (648) (129)
Income taxes Tax realignment, Law Decree 104/2020, Article 110 - (18,006)
Total impact on the
Income Statement
1,714 (17,671)

In 2021 the charges relating mainly to consultancy and due diligence costs for acquisitions amounted to EUR 1,146 thousand while the charges related to personnel reorganisation costs connected to the restructuring following the "Quanta" transaction amounted to EUR 532 thousand. Other operating expenses amounted to EUR 240 thousand for the capital loss following the sale of the property in Rodengo Saiano and EUR 40 thousand for Tobin Tax. Amortisation of intangible assets includes the amortisation of the non-compete agreement for EUR 176 thousand and the amortisation of customer relations for EUR 227 thousand, primarily relating to the customer relations recorded in the financial statements following the "Quanta" transaction. The above resulted in an adjusted net profit of EUR 12,427 thousand, taking into account a negative tax effect of EUR 648 thousand.

Revenue

Revenue in 2021 amounted to EUR 720,789 thousand compared to EUR 516,985 thousand in 2020.2021 saw a significant recovery from the previous year thanks to the general positive growth of the Italian economy. The company showed a full recovery from the pre-Covid period, posting a 39.4% increase in volumes. Net of the "Quanta" transaction, which brought in higher revenue of EUR 65,737 thousand (recorded in the consolidation period from June to December), growth would have been 26.7%. This phenomenon affected the group's various activities: a) Contract workers +38.4% compared to 2020 and +26.8% compared to 2019, b) Recruitment and Selection +83.1% compared to 2020 and +62.3% compared to 2019, c) Revenue from other activities +111.8% compared to 2020 and +68.4% compared to 2019.

The fourth quarter replicated the records of the previous quarters, with revenue of EUR 179 million, net of the "Quanta" transaction. Finally, the improved performance of the subsidiary, Family Care S.r.l. - an employment agency focused on providing assistance to the elderly and non-self-sufficient persons - whose revenue grew at a fast pace compared to 2020 (+28.3%), should be noted.

The following table provides a breakdown of revenue by type of service:

(In thousands of EUR) 2021 2020 Change
Revenue from contract work 704,198 508,722 195,476
Revenue from personnel recruitment and selection 5,807 3,171 2,636
Revenue from outsourced services 2,733 - 2,733
Revenue from other activities 8,051 5,092 2,959
Total Revenue 720,789 516,985 203,804

Costs of contract work

Personnel expense relating to contract workers shows an increase of EUR 178,284 thousand, from EUR 453,274 thousand in 2020 to EUR 631,557 thousand in 2021 mainly in relation to an increase in business volumes and the "Quanta" transaction which brought higher costs of EUR 59,230 thousand, with incidence on revenue at 87.6%, almost unchanged and in line with 2020 (87.7%). The table below shows details of costs of contract work:

(In thousands of EUR) 2021 2020 Change
Wages and salaries of contract workers 452,071 324,370 127,701
Social security charges of contract workers 129,439 93,902 35,537
Post-employment benefits of contract workers 25,422 18,842 6,580
Forma.Temp contributions for contract workers 17,167 13,065 4,102
Other costs of contract workers 5,420 3,095 2,325
Other costs for outsourced services 2,038 - 2,038
Total cost of contract work 631,557 453,274 178,283

First contribution margin

The Group's first contribution margin was EUR 89,232 thousand in 2021, compared to EUR 63,711 thousand in 2020 (EUR 82,725 thousand net of the "Quanta" transaction). This represented 12.4% of revenue, recovering compared to 2020 (12.3%). This is mainly due to the recovery of high profit margin services which had suffered particular negative repercussions during the most acute phases of the pandemic, due to their need to be provided face-to-face.

Other income

Other income for 2021 amounted to EUR 15,586 thousand, compared to EUR 8,649 thousand in 2020.

The item mainly includes contributions from Forma.Temp (EUR 12,945 thousand for 2021, against EUR 7,711 thousand in 2020) for costs incurred by the Group to deliver training courses for contract workers through qualified trainers, and other sundry income (EUR 2,641 thousand in 2021, compared to EUR 938 thousand in 2020). These contributions are issued by Forma.Temp on the basis of the specific cost reports of equal amounts - recorded for the organisation and performance of training activities – carried out for each individual initiative.

As at 31 December 2021, the item includes EUR 1,218 thousand for a contribution paid by the National Agency for Active Labour Market Policies as reimbursement for working hours allocated to the attendance of courses for the development of workers' skills.

Employee costs

The average number of employees in 2021 was 729, compared to 652 in 2020, and includes staff employed at the headquarters and at the Group's subsidiaries and staff at the branch offices located throughout the country. In this regard, please note that the Family Care S.r.l-Employment Agency branches increased from 16 as at 31 December 2020 to 19 as at 31 December 2021.

Employee costs, amounting to EUR 42,458 thousand in 2021, increased by EUR 10,188 thousand compared to the figure in 2020 (EUR 32,270 thousand). The trend compared to 2020 also reflects the consolidation of "Quanta" for EUR 4,561 thousand (months from June to December). In fact, 2020 included the economic effect of the extraordinary cost-cutting measures introduced by the Group in order to counteract the economic impact of the COVID-19 pandemic, referred to in the previous note "The impacts of the Covid-19 pandemic and the resilience of the Openjobmetis Group".

Costs for services

In 2021, costs for services amounted to EUR 37,569 thousand, an increase of EUR 13,159 thousand compared to 2020 (EUR 24,410 thousand). Also in this case, the trend in costs for services compared to 2020 is impacted both by the consolidation of "Quanta" for EUR 3,681 thousand (months from June to December) and by the Group's efforts to defend profitability in the previous year against the economic effects of the COVID-19 pandemic. It should also be noted that in 2021, charges were recognised mainly related to costs of consultancy services and due diligence of EUR 1,146, mainly related to the acquisition of "Quanta", compared to EUR 418 thousand in 2020. These charges are adjusted for purposes of calculating Adjusted EBITDA, as described below.

Costs for services include the costs incurred for the organisation of training courses for contract workers, amounting to EUR 12,430 thousand for 2021, compared to EUR 7,706 thousand in 2020. The Group receives contributions from Forma.Temp to fully cover the costs incurred for training, following accurate and timely reporting of said costs. The table below shows details of costs for services for the years in question.

(In thousands of EUR) 2021 2020 Change
Costs for organising courses for contract workers 12,340 7,706 4,669
Costs for updating skills of contract workers 1,371 - 1,371
Costs for tax, legal, IT, business consultancy 6,754 5,309 1,445
Costs for marketing consultancy 2,444 2,121 323
Costs for due diligence and consultancy services 1,146 418 720
Fees to sourcers and professional advisors 4,800 3,036 1,764
Costs for advertising and sponsorships 2,410 1,495 915
Costs for utilities 1,217 850 367
Remuneration to the Board of Statutory Auditors 119 88 31
Other 4,968 3,387 1,589
Total costs for services 37,569 24,410 13,159

Net of costs for the organisation of courses for contract workers and non-recurring costs for consultancy and due diligence, the incidence on revenue of remaining costs for services, which refer mainly to the costs for tax, legal, IT, commercial and business consultancy, and fees to sourcers and professional advisors, remained stable at 3.2% compared to 2020.

EBITDA, EBITA and the respective adjusted values

In 2021 EBITDA amounted to EUR 23,543 thousand, compared to EUR 14,870 thousand in 2020. Adjusted EBITDA11 amounted to EUR 25,502 thousand in 2021, compared to EUR 15,288 thousand in 2020, mainly in relation to that already mentioned with reference to costs for services in respect of the adjusted amounts. Net of the consolidation of "Quanta", EBITDA would have been EUR 22,881 thousand and adjusted EBITDA would have been EUR 24,008 thousand.

EBITA12 in 2021 amounted to EUR 15,580 thousand compared to EUR 8,312 thousand in 2020 and Adjusted13 EBITA amounted to EUR 17,539 thousand compared to EUR 8,730 thousand in 2020. Net of the consolidation of "Quanta", EBITA would have been EUR 16,249 thousand and adjusted EBITA would have been EUR 17,376 thousand.

11 Adjusted EBITDA is calculated as EBITDA before charges primarily relating to staff leaving incentives, costs for consultancy, due diligence and other charges incurred in relation to acquisitions.

12 EBITA is calculated as Profit (loss) for the period before income taxes, net financial expense and amortisation of the intangible assets included in the balance of Intangible assets and goodwill (amortisation of customer relations and non-compete agreement signed as part of the acquisition of "Quanta").

13 Adjusted EBITA is calculated as EBITA before charges primarily relating to staff leaving incentives, costs for consultancy, due diligence and other charges incurred in relation to acquisitions.

Amortisation/depreciation

Amortisation/depreciation amounted to EUR 6,188 thousand in 2021, compared to EUR 4,973 thousand in 2020. The amortisation portion of customer relations capitalised among intangible assets and goodwill, included in the amortisation of intangible assets, amounted to EUR 227 thousand, compared to EUR 46 thousand in 2020. As at 31 December 2021, the Group recognised the amortisation portion of the intangible asset recognised in relation to a non-compete agreement with the seller in relation to the "Quanta" transaction for EUR 176 thousand.

Impairment loss on trade and other receivables

Impairment losses on trade and other receivables in 2021 totalled EUR 2,178 thousand, compared to EUR 1,631 thousand in 2020. The impact of impairment losses on total revenue stands at around 0.3%, essentially in line with 2020; Management believes this incidence on revenue is natural.

EBIT

As a result of the above, the Group's operating profit for 2021 was EUR 15,177 thousand, compared to EUR 8,266 thousand in 2020. Net of the consolidation of "Quanta", the operating profit would have been EUR 15,936 thousand.

Financial income and financial expense

Net financial income and expense showed a net negative balance of EUR 678 thousand in 2021, compared to EUR 301 thousand in 2020. It should be noted that the figure includes the accounting of financial expense relating to lease liabilities (for EUR 212 thousand). The consolidation of "Quanta" impacted net financial income and expense for a negative EUR 79 thousand.

Income taxes

Income taxes of negative EUR 3,786 thousand were recorded in 2020, compared to positive EUR 15,677 thousand in 2020. The item consists of current taxes of EUR 4,279 thousand, which refer to EUR 1,086 thousand for IRAP and EUR 3,193 thousand for IRES charges, compared to EUR 2,638 thousand in the previous year, which refer to EUR 619 thousand for IRAP and EUR 2,019 thousand for IRES charges. It is also noted that in 2020, the Parent took advantage of the possibility of realigning the tax value of goodwill, as envisaged by Law Decree 104/2020, Article 110, paragraphs 8

and 8-bis, with a positive effect on income taxes for a total of EUR 18,006 thousand. For further details, please refer to point 28 of the Notes to the consolidated financial statements.

In 2021, the company Openjobmetis signed an agreement with the Italian Tax Authorities for the preferential taxation regime for income deriving from the use of the "Openjobmetis" trademark (Patent Box) and following the submission of supplementary declarations for the years 2016, 2017 and 2018, it benefits from a tax credit of EUR 578 thousand, recognised as income in the income statement.

Net Profit/(Loss) for the year and adjusted Net Profit/(Loss) for the year

As a result of the above, the result for the year showed a net profit of EUR 10,713 thousand in 2021, compared to a net profit of EUR 23,642 thousand in the previous year.

Adjusted net profit for the year, as reported in the following table, amounted to EUR 12,427 thousand in 2021, compared to an adjusted net profit of EUR 5,971 thousand in 2020.

Adjusted net profit (amounts in thousands of EUR) 2021 2020
Net profit for the year 10,713 23,642
Costs for services (Charges relating mainly to consultancy and due diligence costs for
acquisitions)
1146 418
Employee costs (Personnel reorganisation costs) 533 -
Other operating expenses (Capital loss on disposal of assets and taxes) 280
Amortisation of intangible assets 403 46
Tax effect (648) (129)
Tax realignment, Law Decree 104/2020, Article 110 - (18,006)
Adjusted net profit for the year 12,427 5,971

Statement of Financial Position

The table below shows the Group's consolidated statement of financial position reclassified on a financial basis as at 31 December 2021, 2020, 2019 and 2018.

(amounts in thousands of EUR) Financial statements for the year ended 31 December 2021/2020 Change
2021 % on
NIC* /
Total
sources
2020 % on
NIC* /
Total
sources
2019 2018 Value %
Intangible assets and goodwill 103,854 57.4% 76,191 54.1% 75,992 76,388 27,663 36.3%
Property, plant and equipment 3,412 1.9% 2,585 1.8% 2,422 2,376 827 32.0%
Right of use for leases 14,818 8.2% 12,851 9.1% 11,989 - 1,967 15.3%
Other net non-current assets
and liabilities
20,611 11.4% 21,144 15.0% 1,602 1,690 (532) (2.5%)
Total non-current
assets/liabilities
142,696 78.9% 112,770 80.1% 92,005 80,454 29,926 26.5%
Trade receivables 153,040 84.6% 108,911 77.4% 116,357 115,270 44,129 40.5%
Other receivables 13,073 7.2% 7,751 5.5% 8,479 7,994 5,322 68.7%
Current tax assets 354 0.2% 280 0.2% 1,081 34 74 26.4%
Trade payables (14,779) (8.2%) (10,456) (7.4%) (7,942) (5,677) (4,323) 41.3%
Current employee benefits (63,865) (35.3%) (42,962) (30.5%) (40,403) (39,950) (20,904) 48.7%
Other payables (43,591) (24.1%) (32,840) (23.3%) (33,171) (33,677) (10,751) 32.7%
Current tax liabilities (1,519) (0.8%) (726) (0.5%) (24) (685) (793) 109.2%
Provisions for current risks and
charges
(4,544) (2.5%) (1,929) (1.4%) (1,962) (1,947) (2,615) 135.5%
Net working capital 38,168 21.1% 28,029 19.9% 42,415 41,362 10,139 36.2%
Total loans – net invested
capital
180,864 100.0% 140,799 100.0% 134,420 121,816 40,065 28.5%
Equity 134,722 74.5% 122,086 86.7% 103,159 96,522 12,636 10.3%
Net Financial Indebtedness
(NFI)
44,464 24.6% 17,375 12.3% 30,103 24,201 27,090 155.9%
Employee benefits 1,678 0.9% 1,339 1.0% 1,158 1,093 339 25.3%
Total sources 180,864 100.0% 140,799 100.0% 134,420 121,816 40,066 28.5%

* Net Invested Capital

Intangible assets and goodwill

Intangible assets and goodwill totalled EUR 103,854 thousand as at 31 December 2021, compared to EUR 76,191 thousand as at 31 December 2020, and consist primarily of goodwill, customer relations, software and other intangible assets under development and payments on account.

Goodwill, amounting to EUR 99,227 thousand as at 31 December 2021, is attributable for EUR 45,999 thousand to acquisitions carried out before 2011 and the merger with WM S.r.l. carried out in 2007, for EUR 27,164 thousand to the acquisition and subsequent merger of Metis S.p.A. carried out in 2011, and for EUR 383 thousand to the acquisition of the subsidiary Corium S.r.l. carried out in 2013. Subsequently, the goodwill value increased in relation to the acquisitions of Meritocracy S.r.l. and HC S.r.l., respectively for amounts equal to EUR 288 thousand and EUR 604 thousand. The acquisition of Jobdisabili S.r.l. in January 2020 led to an increase of EUR 169 thousand, and the acquisition of 50.66% of Lyve S.r.l. in November 2020 resulted in an increase of EUR 519 thousand. Finally, following the acquisition of Quanta S.p.A. and its subsidiary Quanta Risorse Umane S.p.A., which took place on 26 May 2021, and consolidated from the financial statements as at 30 June 2021, the increase amounted to EUR 24,100 thousand.

At the end of each year, the Group tests goodwill for impairment. The impairment test on goodwill is carried out on the basis of the value in use through calculations based on projected cash flows taken from the five-year business plan, approved by the Board of Directors of Openjobmetis S.p.A. The last test was carried out with reference to the financial statements as at 31 December 2021.

Other non-current assets and liabilities

The item, amounting to EUR 20,612 thousand, mainly includes the net effect deriving from the realignment of the tax value of the goodwill of the Parent, as provided for by Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, for which EUR 19,755 thousand has been recorded for deferred tax assets as at 31 December 2021. Also included are deferred tax liabilities in the amount of EUR 929 thousand and payables in the amount of EUR 717 thousand related to the third instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis to be paid in 2023 (for further details see point 28 of the Notes to the consolidated financial statements) and payables for non-compete agreements in the amount of EUR 900 thousand.

Trade receivables

Trade receivables as at 31 December 2021 amounted to EUR 153,040 thousand, compared to EUR 108,911 thousand as at 31 December 2020, recorded in the consolidated financial statements net of a loss allowance of EUR 6,699 thousand (EUR 5,545 thousand as at 31 December 2020). These receivables are also recorded net of an amount of EUR 4,099 thousand, corresponding to the impairment that emerged from the recognition at fair value of Quanta S.p.A.'s trade receivables at the acquisition date. The change from 31 December 2020 is attributable to the increase in turnover and the consolidation of "Quanta".

In 2021, trade receivables were assigned for a total amount of EUR 9,810 thousand, compared to EUR 5,420 thousand in 2020.

It should be noted that, net of trade receivables and revenue of the "Quanta" group recorded in the financial statements following the acquisition, the DSO as at 31 December 2021 would have been 69 days, lower than the figure as at 31 December 2020 (76 days) and the figure as at 31 December 2019 (74 days). Since "Quanta" has only been included in the consolidated financial statements since June 2021, it is not possible to correctly calculate the DSO using the revenue and trade receivables data from the financial statements as at 31 December 2021.

There are no trade receivables with insurance coverage.

There are no credit risk profiles for related parties.

There are no particular concentrations of trade receivables in specific sectors.

Exposure to the top ten customers' accounts for approximately 17% of total trade receivables as at 31 December 2021.

Other receivables

As at 31 December 2021, other receivables amounted to a total of EUR 13,073 thousand, compared to EUR 7,751 thousand as at 31 December 2020, and relate to receivables from Forma.Temp for EUR 5,040 thousand (EUR 4,575 thousand as at 31 December 2020), mainly referring to the reimbursement of the salary supplement (Trattamento di Integrazione Salariale - TIS) paid in advance to contract workers, receivables from the INPS treasury funds for post-employment benefits for EUR 1,732 thousand (EUR 829 thousand as at 31 December 2020), prepayments for EUR 1,066 thousand (EUR 875 thousand as at 31 December 2020), other disputed receivables for EUR 1,095 thousand relating

to a receivable from a former director of Metis S.p.A. for unjustified expenses (unchanged compared to 31 December 2020), receivables from the tax authorities for reimbursements for EUR 104 thousand (EUR 137 thousand as at 31 December 2020) and other sundry receivables for EUR 217 thousand (EUR 240 thousand as at 31 December 2020).

The item receivables from the INPS (Italian Social Security Institutions) treasury funds for postemployment benefits relates to the amount of post-employment benefits of contract workers terminated in December, which is advanced by Openjobmetis S.p.A. to the worker and requested as a reimbursement from the INPS treasury, to which it had been previously paid.

The item Prepayments mainly refers to costs fully recognised in the current year relating to sponsorships, bank fees and other minor items.

Compared to 31 December 2020, the item includes receivables from the previous shareholder of Quanta S.p.A for EUR 3,819 thousand, referring to a receivable position with customers considered doubtful and whose solvency appears to be guaranteed by the same and other liabilities for which a provision for risks has been set aside for EUR 1,400 thousand, again covered by the guarantee of the selling party.

Trade payables

As at 31 December 2021, trade payables amounted to EUR 14,779 thousand, compared to EUR 10,456 thousand as at 31 December 2020. At the reporting date, there was no concentration of trade payables due to a limited number of suppliers.

Employee benefits

As at 31 December 2021, payables for current employee benefits amounted to EUR 63,865 thousand, up from EUR 42,962 thousand as at 31 December 2020. The item mainly refers to payables for salaries and compensation due to contract workers and company employees, in addition to the payable for post-employment benefits due to contract workers. The increase recorded as at 31 December 2021 compared to 2020 is primarily attributable to the "Quanta" transaction.

Given the nature of business carried out by the Group and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers are paid periodically and were consequently regarded as current liabilities. Therefore,

there was no need to make any actuarial valuation and the liability corresponds to the amount due to contract workers at the end of the contract.

Current tax liabilities

Current tax liabilities as at 31 December 2021 amount to EUR 1,519 thousand and mainly refer to EUR 717 thousand (unchanged compared to 31 December 2020) for the second instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, to EUR 554 thousand for the tax authorities for IRES tax consolidation and EUR 181 thousand for the tax liability for IRAP; the residual amount of EUR 67 thousand refers to the tax liability for IRAP for EUR 45 thousand and EUR 22 thousand for the tax liability for IRES of the subsidiaries Lyve Srl and Quanta Risorse Umane Srl. For further details, please refer to point 28 of the Notes to the consolidated financial statements.

Current tax liabilities as at 31 December 2020 amounted to EUR 726 thousand and referred to EUR 717 thousand for the first instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis.

Other current payables

As at 31 December 2021, other payables amounted to EUR 43,591 thousand, compared to EUR 32,840 thousand as at 31 December 2020. The item mainly relates to social security charges payable for EUR 24,899 thousand as at 31 December 2021 (EUR 18,668 thousand as at 31 December 2020) and tax payables mainly in respect of employee withholding taxes for the amount of EUR 15,543 thousand (EUR 10,200 thousand as at 31 December 2020), the increase in which is attributable to the growth in turnover and the consolidation of "Quanta". In addition, the item includes payables to Forma.Temp for EUR 732 thousand (EUR 1,292 thousand as at 31 December 2020) and other payables, mainly including payables for shares acquired in the previous year and valuation of putoptions as envisaged by the relevant agreements for a total of EUR 2,417 thousand (EUR 2,680 thousand as at 31 December 2020).

Equity

As at 31 December 2021, Equity amounted to EUR 134,722 thousand, compared to EUR 122,086 thousand as at 31 December 2020.

The change in Equity recorded between 31 December 2020 and 31 December 2021 mainly relates to the effects of the acquisition of Quanta for EUR 4,817 thousand in relation to the portion of the consideration recognised through treasury shares, the distribution of dividends for EUR 1,433 thousand and the change in the reserve for the purchase of treasury shares for EUR 1,721 thousand, in addition to the profit for the period.

Net Financial Indebtedness (NFI)

Net financial indebtedness shows a negative balance of EUR 44,464 thousand as at 31 December 2021, compared to a negative balance of EUR 17,375 thousand as at 31 December 2020.

Below is the net financial indebtedness of the Group as at 31 December 2021, 2020, 2019 and 2018, calculated in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and CONSOB Warning notice no. 5/21 of 29 April 2021

(amounts in thousands of EUR) Financial statements for the year ended 31 December 2021 / 2020
Change
2021 2020 2019 2018 Value %
A Cash 38 29 34 29 9 31.0%
B Cash and cash equivalents 16,830 16,973 6,497 6,449 (143) (0.8%)
C Other current financial assets - - - - - -
D Cash and cash equivalents (A+B+C) 16,868 17,002 6,531 6,478 (134) (0.8%)
E Current financial debt (37,025) (14,240) (14,140) (26,534) (22,785) 160.0%
F Current portion of non-current financial debt (4,311) (3,665) (3,514) (12) (646) 17.6%
G Current financial indebtedness (E+F) (41,336) (17,905) (17,654) (26,546) (23,431) 130.9%
H Net current financial indebtedness (G+D) (24,468) (903) (11,123) (20,068) (23,565) 2609.6%
I Non-current financial debt (19,997) (16,472) (18,980) (4,133) (3,525) 21.4%
J Debt instruments - - - - - -
K Trade payables and other non-current payables - - - - - -
L Non-current financial indebtedness (I+J+K) (19,997) (16,472) (18,980) (4,133) (3,525) 21.4%
M Total financial indebtedness (H+L) (44,464) (17,375) (30,103) (24,201) (27,089) 155.9%

Net financial indebtedness showed a negative balance of EUR 44,464 thousand as at 31 December 2021. Before the adoption of the new IFRS 16, net financial indebtedness would have amounted to EUR 29,928 thousand. It should be noted that net of the value of the net financial indebtedness of Quanta S.p.A. and Quanta Risorse Umane S.p.A. and the payment of EUR 20 million for the acquisition of the same, the net financial position would have been roughly a negative EUR 14 million.

The adoption of the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and Consob Warning notice no. 5/21 of 29 April 2021 did not entail significant impacts on the determination of the net financial position of the Group as at 31 December 2021 and 31 December 2020.

Contingent liabilities

The Group is a party to pending disputes and lawsuits. Based on the opinion of legal and tax advisors, the Directors do not expect that the outcome of these ongoing actions will have a significant effect on the financial position of the Group, in addition to that already allocated in the financial statements.

Specifically:

• The subsidiary Openjob Consulting S.r.l., at an event held in Perugia, underwent a tax inspection by the competent Local Labour Office that led to the preparation of a report which alleged violations concerning forms of contract used on this occasion with consequent possible administrative sanctions.

In September 2018, an order was issued by the Local Labour Inspectorate of Perugia, which in June 2019 was the subject of a settlement agreement following which approximately EUR 29 thousand was paid in settlement of any claims. Following the aforementioned report, the INPS also issued a charge notice, which was subsequently effectively suspended by the Labour Court of Perugia, declaring its lack of local jurisdiction in favour of the Court of Varese, and is to date still pending an outcome; a possible settlement agreement in terms similar to that concluded with the Labour Inspectorate of Perugia is not excluded.

Also in light of the above, the Group believes that it has adequate grounds for its actions and therefore it is not expected that the outcome of such actions will have any effect on the Group's financial position beyond that which is already reflected in the financial statements.

• During 2020, Quanta S.p.A. received a questionnaire from the Italian Tax Authorities concerning the VAT treatment of the financed professional training activities, intended for contract workers in 2015, 2016 and 2017. On 30 November 2020, the Italian Tax Authorities

communicated assessment notice no. TMB067O00388/2020, concerning the alleged nondeductibility of VAT for the year 2015, equal to EUR 592,801.18, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

On 28 April 2021, Quanta S.p.A filed an appeal with a petition for discussion at a public hearing and petition for suspension, which was granted with a ruling on 11 January 2022.

On 28 October 2021, the Italian Tax Authorities communicated an additional assessment notice no. TMB067O00227/2021 for 2016 with the same requirements as the previous one, for EUR 595,569.72. On 22 December 2021, Quanta S.p.A. notified an appeal with a petition for discussion at a public hearing, and entered an appearance on 17 January 2022; at present, the Italian Tax Authorities does not appear to have presented itself before court.

Pursuant to the contractual agreements in place, the seller of Quanta S.p.A., FDQ S.r.l., has issued a specific guarantee to cover any liability that may arise in relation to the notices of assessment concerning the undue deduction of VAT for the year 2015 and subsequent years; to guarantee the indemnity obligations, the seller has already deposited the amount of EUR 1 million in an escrow account.

In 2021, the Italian Tax Authorities - Regional Lombardy Division - Office of Major Taxpayers, initiated a tax audit activity against the Parent, Openjobmetis S.p.A., with reference to the 2016 and 2017 tax periods.

The audit concerned the VAT treatment of financed professional training received by the Company in its capacity as client, aimed at contract workers.

On 23 December 2021, the Italian Tax Authorities communicated assessment notice no. TMB061T00556/2021, concerning the alleged non-deductibility of VAT for the year 2017, equal to Euro 2,727,981.88, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

With reference to the 2016 tax period, on 9 December 2021 the Italian Tax Authorities drew up a daily report aimed at illustrating the results of the control activity carried out, according to which, the Company would have unlawfully deducted VAT in the amount of EUR

2,072,363.82, with the same assumptions applied with reference to the 2017 financial year, without following up, at the moment, with the notification of the related assessment notice.

The Parent, which following the merger by incorporation effective as of 1 January 2022 has taken over all the legal relations and obligations of Quanta S.p.A., having consulted its advisors, believes that it has a number of reasons to support its actions and those of Quanta, and stresses its firm opposition to the objections raised by the Italian Tax Authorities and its willingness to proceed with litigation to the extent necessary for the recognition of its reasons.

The objections raised by the Italian Tax Authorities are part of a line of argument that has, to date, involved various Employment Agencies; consequently, the publication of new case law potentially favourable to the Company's defence cannot be ruled out in the coming months. To protect the interests of the category, associations representing Employment Agencies intervened, supporting initiatives directed at the competent institutional venues, including the complaint before the European Commission. Therefore, a favourable legislative intervention should not be excluded.

Operating performance and results of the Parent Openjobmetis S.p.A.

Analysis of the operating performance of Openjobmetis S.p.A. for the year 2021

Revenue from sales for 2021 came to EUR 624.9 million, compared to EUR 495.1 million in the previous year. In 2021, operating profit (or EBIT, earnings before interest and tax) amounted to EUR 13 million. (EUR 6.5 million in 2020). Net profit was EUR 10.5 million compared with EUR 24.5 million in 2020. The Parent's income statements for the years 2021 and 2020 are shown in the table below.

(Amounts in EUR) Financial statements for the year ended 31 December 2021/2020 Change
2021 % of
Revenue
2020 % of
Revenue
value %
Revenue 624,939,861 100.0% 495,125,689 100.0% 129,814,172 26.2%
Costs of contract work (555,337,887) (88.9%) (440,125,615) (88.9%) (115,212,272) 26.2%
First contribution margin 69,601,974 11.1% 55,000,074 11.1% 14,601,900 26.5%
Other income 12,562,564 2.0% 8,618,722 1.7% 3,943,842 45.8%
Employee costs (31,216,828) (5.0%) (26,367,290) (5.3%) (4,849,538) 18.4%
Cost of raw materials and
consumables
(144,564) (0.0%) (146,551) (0.0%) 1,987 (1.4%)
Costs for services (31,203,014) (5.0%) (22,850,052) (4.6%) (8,352,962) 36.6%
Other operating expenses (804,424) (0.1%) (529,427) (0.1%) (274,997) 51.9%
EBITDA 18,795,708 3.0% 13,725,476 2.8% 5,070,232 36.9%
Impairment loss on trade and
other receivables
(1,554,315) (0.2%) (1,590,739) (0.3%) 36,424 (2.3%)
Amortisation, depreciation and
impairment losses
(4,086,668) (0.7%) (5,583,551) (1.1%) 1,496,883 (26.8%)
EBITA 13,154,725 2.1% 6,551,186 1.3% 6,603,539 100.8%
Amortisation of intangible
assets
(182,437) (0.0%) (37,907) (0.0%) (114,530) 381.3%
EBIT 12,972,288 2.1% 6,513,279 1.3% 6,459,009 99.2%
Financial income 1,132,588 0.2% 2,932,836 0.6% (1,800,248) (61.4%)
Financial expense (579,405) (0.1%) (501,473) (0.1%) (77,932) 15.5%
Profit (loss) before taxes 13,525,471 2.2% 8,944,642 1.8% 4,580,829 51.2%
Income taxes (2,984,961) (0.5%) 15,590,940 3.1% (18,575,901) (119.1%)
Net profit (loss) for the year 10,540,510 1.7% 24,535,582 5.0% (13,995,072) (57.0%)

The table below provides a breakdown of the costs that have been adjusted for the purposes of determining the Alternative Performance Indicators (APIs).

(Euro) Brief description 2021 2020
Costs for services Charges relating mainly to consultancy
and due diligence costs for
acquisitions
846,690 246,708
Other operating
expenses
Charges relating to the capital loss on
the sale of the property in Rodengo
Saiano and taxes (Tobin Tax)
280,187 -
Total 1,126,877 246,708
Amortisation/depre
ciation
Amortisation of intangible assets 182,437 37,907
Total costs 1,309,314 284,615
Tax effect (354,139) (79,408)
Income taxes Tax realignment, Law Decree
104/2020, Article 110
(18,006,000)
Total impact on
the Income
Statement
955,175 (17,800,793)

In 2021, the charges relating mainly to consultancy and due diligence costs for the "Quanta" transaction amounted to EUR 798,778. Other operating expenses amounted to EUR 240,187 for the capital loss following the sale of the property in Rodengo Saiano and EUR 40,000 for Tobin Tax. Amortisation of intangible assets includes amortisation of non-compete agreements totalling EUR 175,890 and amortisation of customer relations totalling EUR 6,546. This resulted in an adjusted net profit of EUR 11,495,685, taking into account a negative tax effect of EUR 354,139.

Revenue from sales and services

In 2021, the Parent's revenue amounted to EUR 624,939,861, compared to EUR 495,125,689 in 2020, showing a full recovery compared to pre-Covid periods. As previously commented, 2021 saw a recovery in the Italian economy due to the advancement of the vaccination campaign and the easing

of restrictions after the spring. The increase was pronounced from the first half of the year, whose revenue stood at +30% compared to the same period in 2020.

The fall and winter months were impacted by worsening health conditions due to the spread of the Omicron variant, which led to an increase in infections. Despite the uncertain environment, the Parent ended the year with a 26.2% increase in revenue compared to 2020.

The following table provides a breakdown of revenue by type of service:

(In thousands of EUR) 2021 2020 Change
Revenue from contract work 623,694 493,840 129,854
Revenue from personnel recruitment and selection 278 128 150
Revenue from other activities 373 294 79
Expenses charged to Group companies 595 864 (269)
Total Revenue 624,940 495,126 129,814

Costs of contract work

Personnel expense relating to contract workers show an increase of EUR 115,212,272, from EUR 440,125,615 in 2020 to EUR 555,337,887 in 2021, equal to 88.9% of revenue, the same as in 2021. The change is attributable to the mere increase in business volumes for the year. The table below shows details of costs of contract work:

(In thousands of EUR) 2021 2020 Change
Wages and salaries of contract workers 398,292 313,839 84,453
Social security charges of contract workers 115,966 92,450 23,516
Post-employment benefits of contract workers 22,057 18,137 3,920
Forma.Temp contributions for contract workers 14,950 12,651 2,299
Other costs of contract workers 4,073 3,049 1,024
Total personnel expense 555,338 440,126 115,212

First contribution margin

The Parent's first contribution margin was EUR 69,601,974 in 2021, compared to EUR 55,000,074 in 2020. As a percentage of revenue, it was 11.1%, in line with the previous year.

Other income

Other income for 2021 amounted to EUR 12,562,564, compared to EUR 8,618,722 in 2020.

The item mainly includes the recognition of Forma.Temp contributions (EUR 10,440 thousand in 2021, compared to EUR 7,566 thousand in 2020) against the costs incurred by Openjobmetis S.p.A. for the implementation of training courses for contract workers through qualified operators, and other sundry income (EUR 2,122 thousand as at 31 December 2021, compared to EUR 1,053 thousand in 2020) mainly referring to a contribution received from the National Agency for Active Labour Market Policies in support of professional training activities carried out by contract workers; it also includes income not pertaining to the period such as the collection of receivables previously written-down and adjustments to cost allocations relating to previous years, various reimbursements as well as other minor items.

These contributions are issued by Forma.Temp on the basis of the specific cost reports of equal amounts - recorded for the organisation and performance of training activities – carried out for each individual initiative.

Employee costs

Employee costs in 2021 amounted to EUR 31,216,828 compared to EUR 26,367,290 in 2020, an increase of EUR 4,849,538. In fact, 2020 included the economic effect of the extraordinary costcutting measures introduced in order to counteract the economic impact of the COVID-19 pandemic, referred to in the previous note "The impacts of the Covid-19 pandemic and the resilience of the Openjobmetis Group".

As a percentage of revenue, it stood at 5.0%, down from the figure reported in 2020 (5.3%).

Costs for services

In 2021, costs for services stood at EUR 31,203,014, compared to EUR 22,850,052 in 2020. As argued above, the change is partly attributable to the cost containment effort to defend profitability in the face of the economic effects of the Covid-19 pandemic that occurred in 2020. In addition, note should be taken of the presence of costs relating to advisors and due diligence in relation to the acquisition of "Quanta", amounting to EUR 799 thousand, which, in addition to a further EUR 48 thousand for legal and tax consultancy fees, are subject to adjustment for the purposes of calculating adjusted EBITA as specified in the following section.

Costs for services include the costs incurred for the organisation of training courses for contract workers, amounting to EUR 10,466 thousand for 2021, compared to EUR 7,562 thousand in 2020. The Group receives contributions from Forma.Temp to fully cover the costs incurred for training, following accurate and timely reporting of said costs. The remaining costs for services refer mainly to the costs for tax, legal, IT and business consultancy, and fees paid to sourcers and professional advisors.

Net of the contributions received from Forma.Temp to organise training courses for contract workers, costs for services were equal to EUR 20,737 thousand in 2021, against EUR 15,288 thousand in 2020. As a percentage of revenue, it is slightly down from the previous year (from 3.8% in 2020 to 3.3% in 2021).

In 2021, Openjobmetis S.p.A. was confirmed as the main sponsor of Pallacanestro Varese, a professional basketball club that plays at national level in the first division of the Italian basketball league.

Net of the cost of organising training courses for contract workers and the costs subject to adjustment for the purposes of calculating adjusted EBITA as specified above, the impact of residual costs for services on revenue, which primarily refer to tax, legal, IT and corporate consultancy fees, stands at around 3.2%

(In thousands of EUR) 2021 2020 Change
Costs for organising courses for contract workers 10,466 7,562 2,904
Costs for updating skills of contract workers 1,157 0 1,157
Costs for tax, legal, IT, business consultancy 5,355 5,076 279
Costs for marketing consultancy 2,218 2,057 161
Costs for due diligence and consultancy services 847 247 600
Fees to sourcers and professional advisors 4,549 2,875 1,674
Costs for advertising and sponsorships 1,909 1,189 720
Costs for utilities 949 793 156
Remuneration to the Board of Statutory Auditors 88 88 0
Other 3,665 2,963 702
Total costs for services 31,203 22,850 8,353

EBITDA, EBITA and the respective adjusted values

In 2021, EBITDA stood at EUR 18,795,708, compared to EUR 13,725,476 realised in 2020. Adjusted EBITDA amounted to EUR 19,922,585 in 2021, compared to EUR 13,972,184 in 2020, in relation to the comments made with reference to the costs for services and the management charges relating to the capital loss on the sale of the property in Rodengo Saiano amounting to EUR 240 thousand and the Tobin Tax amounting to EUR 40 thousand.

EBITA in 2021 was EUR 13,154,725 compared to EUR 6,551,186 in 2020 and Adjusted EBITA was EUR 14,281,602 compared to EUR 6,797,894 in 2020.

Amortisation, depreciation and impairment losses

In 2021, amortisation, depreciation and impairment losses amounted to EUR 4,269,105, compared to EUR 5,621,458 in 2020. The amortisation charge for intangible assets includes amortisation for the non-compete agreement of EUR 175,890 and amortisation for relations of EUR 6,546 (EUR 37,907 in 2020). It should be noted that in 2020, for HC S.r.l., following the losses recorded, the equity investment was partially written down by EUR 1,500 thousand.

Impairment loss on trade and other receivables

Total impairment in 2021 was EUR 1,554,315, compared to EUR 1,590,739 in 2020. The incidence on total revenue stood at 0.23%, substantially in line with the previous year. Management considers this incidence on revenue to be as expected.

EBIT

As a result of the above, Openjobmetis S.p.A.'s operating profit was EUR 12,972,288 in 2021, compared with EUR 6,513,279 in 2020.

Financial income and financial expense

Net financial income and expense show a net positive balance of EUR 553,183 in 2021 compared to EUR 2,431,363 in 2020. It should be noted that, following the adoption of the IFRS 16 accounting standard, the figure includes the recording of financial expenses relating to lease liabilities for EUR 176,436 in 2021 and EUR 174,924 in 2020, as previously commented on. In addition, in 2021

dividends from subsidiaries amounted to EUR 1,100 thousand, compared to EUR 2,700 thousand in 2020.

Income taxes

In 2021, income taxes of a negative EUR 2,984,961 were recognised, compared to a positive EUR 15,590,940 in 2020. The item includes current IRES and IRAP taxes amounting to EUR 3,491 thousand, compared to EUR 2,509 thousand in the previous year, deferred taxes amounting to EUR 74 thousand and taxes relating to previous years amounting to EUR (580).

In 2021, the company Openjobmetis signed an agreement with the Italian Tax Authorities for the preferential taxation regime for income deriving from the use of the "Openjobmetis" trademark (Patent Box) and following the submission of supplementary declarations for the years 2016, 2017 and 2018, it benefits from a tax credit of EUR 578 thousand, recognised as income in the income statement.

It is noted that in 2020, the Company took advantage of the possibility of realigning the tax value of goodwill, as envisaged by Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, with a positive effect on income taxes for a total of EUR 18,006 thousand. For further information, please refer to point 27 of the Notes to the separate financial statements.

Net Profit/(Loss) for the year and adjusted Net Profit/(Loss) for the year

As a result of the above, net profit for 2021 totalled EUR 10,540,510, compared to a net profit of EUR 24,535,582 in the previous year.Adjusted net profit for the year, as shown in the following table, amounted to EUR 11,495,685 in 2021, compared to an adjusted profit of EUR 6,734,789 in 2020.

Adjusted net profit (amounts in EUR) 2021 2020
Net profit for the year 10,540,510 24,535,582
Charges relating mainly to consultancy and due diligence costs for acquisitions 846,690 246,708
Charges relating to capital losses on asset disposals and Tobin Taxes 280,187
Amortisation of intangible assets (Customer relations and non-compete
agreements)
182,437 37,907
Tax effect (354,139) (79,408)
Tax realignment, Law Decree 104/2020, Article 110 (18,006,000)
Adjusted net profit for the year 11,495,685 6,734,789

Statement of Financial Position

The table below shows the Parent's separate statement of financial position reclassified on a financial basis for the years ended 31 December 2021 and 31 December 2020.

(Amounts in EUR) Financial statements for the year ended 31 December 2021/2020 Change
2021 % on NIC* /
Total sources
2020 % on NIC* /
Total sources
Value %
Intangible assets and goodwill 73,180,621 43.9% 72,018,228 51.7% 1,162,393 1.6%
Property, plant and equipment 2,806,475 1.7% 2,285,884 1.6% 520,591 22.8%
Right of use for leases 9,039,938 5.4% 10,503,134 7.5% (1,463,196) (13.9%)
Other net non-current assets
and liabilities
56,450,821 33.9% 25,917,393 18.6% 30,533,428 117.8%
Total non-current
assets/liabilities
141,477,855 84.9% 110,724,639 79.5% 30,753,216 27.8%
Trade receivables 120,222,585 72.1% 103,927,293 74.6% 16,295,292 15.7%
Other receivables 8,430,207 5.1% 7,541,744 5.4% 888,463 11.8%
Current tax assets - 0.0% 232,911 0.2% (232,911) (100.0%)
Trade payables (10,497,662) (6.3%) (9,179,178) (6.6%) (1,318,484) 14.4%
Current employee benefits (52,161,781) (31.3%) (40,996,388) (29.4%) (11,165,393) 27.2%
Other payables (37,583,527) (22.5%) (30,468,878) (21.9%) (7,114,649) 23.4%
Current tax liabilities (1,361,443) (0.8%) (717,000) (0.5%) (644,443) 89.9%
Provisions for current risks and
charges
(1,838,839) (1.1%) (1,715,673) (1.2%) (123,166) 7.2%
Net working capital 25,209,540 15.1% 28,624,831 20.5% (3,415,291) (11.9%)
Total loans – net invested
capital
166,687,397 100.0% 139,349,469 100.0% 27,337,926 19.6%
Equity 132,863,628 79.7% 120,375,744 86.4% 12,487,884 10.4%
Net Financial Indebtedness
(NFI)
33,195,757 19.9% 18,334,663 13.2% 14,861,094 81.1%
Employee benefits 628,012 0.4% 639,062 0.5% (11,050) (1.7%)
Total sources 166,687,397 100.0% 139,349,469 100.0% 27,337,928 19.6%

* Net Invested Capital

Intangible assets and goodwill

Intangible assets and goodwill totalled EUR 73,180,621 as at 31 December 2021, compared to EUR 72,018,228 as at 31 December 2020, and consisted primarily of goodwill, customer relations, software, and the non-compete agreement.

Goodwill is attributable for EUR 44,572 thousand to acquisitions carried out before 2011 and the merger with WM S.r.l carried out in 2007, and for EUR 27,164 thousand to the acquisition and subsequent merger of Metis S.p.A. carried out in 2011.

Other net non-current assets and liabilities

This item, amounting to EUR 56,450,821 in 2021 (EUR 25,917,393 in 2020), includes the net effect from the realignment of the tax value of goodwill, as provided for by Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis as recorded as at 31 December 2020 (EUR 19,755 thousand as at 31 December 2021 compared to EUR 20,158 as at 31 December 2020). Non-current tax liabilities are also accounted for in the amount of EUR 717 thousand (EUR 1,435 thousand as at 31 December 2020), relating to the instalment of the substitute tax to be paid in 2023 (for further details see point 27 of the Notes to the separate financial statements). Furthermore, the item includes equity investments in subsidiaries for EUR 36,271,607 in 2021 (EUR 5,454,487 in 2020). Compared with the previous year, the equity investment in "Quanta S.p.A.", whose carrying amount comes to EUR 29,817,120, was posted to the financial statements. Please note that as from 1 January 2022, the company in question is incorporated into the parent Openjobmetis S.p.A. Finally, the debt relating to the non-compete agreement signed with the seller of "Quanta", amounting to EUR 900,000, is included.

Trade receivables

As at 31 December 2021, trade receivables amounted to EUR 120,222,585, compared to EUR 103,927,293 as at 31 December 2020, and included trade receivables from related parties in the amount of EUR 69 thousand (EUR 168 thousand as at 31 December 2020). The item is recorded in the separate financial statements net of a loss allowance of EUR 6,096 thousand (EUR 5,455 thousand as at 31 December 2020).

During 2020, assets were assigned for a total amount of EUR 9,810 thousand (EUR 5,420 thousand in the previous year).

The average collection period (DSO - Days Sales Outstanding) granted to customers appears to have decreased compared to the previous year, from 76 days to 69 days. Calculating the DSO only on the fourth quarter of 2021, i.e. trade receivables/quarterly turnover * 90 days, a DSO of 63 days is achieved, lower than the same period of 2020 (66 days).

There are no trade receivables with insurance coverage.

There are no credit risk profiles for related parties.

There are no particular concentrations of trade receivables in specific sectors.

Exposure to the top ten customers' accounts for approximately 17% of total trade receivables as at 31 December 2021.

Other receivables

As at 31 December 2021, other receivables amounted to a total of EUR 8,430,207 compared to EUR 7,541,744 as at 31 December 2020, and refer mainly to amounts due from Forma.Temp for EUR 4,247 thousand (EUR 4,575 thousand as at 31 December 2020), referring to the reimbursement of the salary supplement (Trattamento di Integrazione Salariale - TIS) paid in advance to contract workers, receivables from the INPS treasury funds for post-employment benefits for EUR 1,725 thousand (EUR 832 thousand as at 31 December 2020), prepayments for EUR 890 thousand (EUR 741 thousand as at 31 December 2020), receivables from tax authorities for reimbursements for EUR 104 thousand (EUR 133 thousand as at 31 December 2020), receivables for tax consolidation for EUR 225 thousand (EUR 109 thousand in 2020), other disputed receivables for EUR 1,095 thousand relating to a receivable from a former director of Metis S.p.A. for unjustified expenses (unchanged from 31 December 2020), and other sundry receivables for EUR 144 thousand (EUR 57 thousand in 2020).

The item Receivables from INPS treasury funds for post-employment benefits relates to the amount of post-employment benefits due to contract workers, which is paid in advance by Openjobmetis S.p.A. to the worker and requested as a reimbursement from the INPS treasury, to which it had been previously paid.

The item Prepayments mainly refers to costs not pertaining to the year for sponsorships, bank fees and sundry fees not relating to lease agreements.

Trade payables

As at 31 December 2021, trade payables totalled EUR 10,497,662, compared to EUR 9,179,178 as at 31 December 2020. There are no trade payables to related parties. There were no concentrations of payables due to a limited number of suppliers as at 31 December 2021.

Employee benefits

As at 31 December 2021, payables for current employee benefits amounted to EUR 52,161,781, compared to EUR 40,996,388 as at 31 December 2020. The item mainly refers to payables for salaries and compensation due to contract workers and company employees, in addition to the payable for post-employment benefits due to contract workers.

Given the nature of business carried out by the Company and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers are paid periodically and were consequently regarded as current liabilities. Therefore, there was no need to make any actuarial valuation and the liability corresponds to the amount due to contract workers at the end of the contract.

The increase is closely linked to the increase in revenue from contract work

Current tax liabilities

Current tax liabilities as at 31 December 2021 amounted to EUR 1,361,443 (EUR 717,000 as at 31 December 2020) and refer to the second instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis amounting to 717 thousand (amount unchanged with respect to 2020), the payable to the tax authorities for tax consolidation amounting to 554 thousand and IRAP payable amounting to EUR 90 thousand. For further details, please refer to point 27 of the Notes to the separate financial statements.

Other payables

As at 31 December 2020, other payables amounted to EUR 37,583,527, compared to EUR 30,468,878 as at 31 December 2020. The item mainly relates to social security charges payable for EUR 22,336 thousand as at 31 December 2021 (EUR 18,142 thousand as at 31 December 2020), tax payables mainly in respect of employee withholding taxes for the amount of EUR 13,400 thousand (EUR 9,871 thousand as at 31 December 2020), the increase in which is attributable to the growth in

turnover and the consolidation of "Quanta". In addition, the item includes payables to Forma.Temp for EUR 1,013 thousand (EUR 1,092 as at 31 December 2020), payables to subsidiaries for tax consolidation for EUR 385 thousand (EUR 442 thousand as at 31 December 2020) and other payables for EUR 450 thousand (EUR 922 thousand as at 31 December 2020).

Equity

Equity as at 31 December 2021 amounted to EUR 132,863,628, compared to EUR 120,375,744 as at 31 December 2020.

The change in Equity recorded between 31 December 2020 and 31 December 2021 mainly relates to the effects of the acquisition of the subsidiary Quanta for EUR 4,817 thousand in relation to the portion of the consideration recognised through treasury shares, the distribution of dividends for EUR 1,433 thousand and the change in the reserve for the purchase of treasury shares for EUR 1,721 thousand, in addition to the profit for the period.

Net Financial Indebtedness (NFI)

Net financial indebtedness shows a negative balance of EUR 33,195,757 as at 31 December 2021, compared with a negative balance of EUR 18,334,663 as at 31 December 2020.

Below is the net financial indebtedness of the Parent as at 31 December 2021 and as at 31 December 2020, calculated in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and CONSOB Warning notice no. 5/21 of 29 April 2021.

(amounts in thousands of EUR) Financial statements for the year
ended 31 December
2021/2020 Change
2021 2020 Value %
A Cash 19 20 (1) (5.0%)
B Cash and cash equivalents 5,076 13,856 (8,780) (63.4%)
C Other current financial assets 5,008 - 5,008 100.0%
D Cash and cash equivalents (A+B+C) 10,103 13,876 (3,773) (27.2%)
E Current financial debt (24,345) (14,157) (10,188) 72.0%
F Current portion of non-current financial debt (2,991) (3,155) 164 (5.2%)
G Current financial indebtedness (E+F) (27,336) (17,312) (10,024) 57.9%
H Net current financial indebtedness (G+D) (17,233) (3,436) (13,797) 401.5%

(amounts in thousands of EUR) Financial statements for the year
ended 31 December
2021/2020 Change
2021 2020 Value %
I Non-current financial debt (15,963) (14,900) (1,063) 7.1%
J Debt instruments - - - -
K Trade payables and other non-current payables - - - -
L Non-current financial indebtedness (I+J+K) (15,963) (14,900) (1,063) 7.1%
M Total financial indebtedness (H+L) (33,196) (18,335) (14,859) 81.0%

The adoption of the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and Consob Warning notice no. 5/21 of 29 April 2021 did not entail significant impacts on the determination of the net financial position of the Parent as at 31 December 2021 and 31 December 2020.

Contingent liabilities

The Company is a party to pending disputes and lawsuits. Based on the opinion of legal and tax advisors, the directors do not expect that the outcome of these ongoing actions will have a significant effect on the financial position of the Company, in addition to what was already allocated in the consolidated financial statements.

Specifically:

• In 2021, the Italian Tax Authorities - Regional Lombardy Division - Office of Major Taxpayers, initiated a tax audit activity against the Parent, Openjobmetis S.p.A., with reference to the 2016 and 2017 tax periods.

The audit concerned the VAT treatment of financed professional training received by the Company in its capacity as client, aimed at contract workers.

On 23 December 2021, the Italian Tax Authorities communicated assessment notice no. TMB061T00556/2021, concerning the alleged non-deductibility of VAT for the year 2017, equal to Euro 2,727,981.88, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

With reference to the 2016 tax period, on 9 December 2021 the Italian Tax Authorities drew up a daily report aimed at illustrating the results of the control activity carried out, according

to which, the Company would have unlawfully deducted VAT in the amount of EUR 2,072,363.82, with the same assumptions applied with reference to the 2017 financial year, without following up, at the moment, with the notification of the related assessment notice.

The Company,having consulted its advisors, believes that it has a number of reasons to support its actions, and stresses its firm opposition to the objections raised by the Italian Tax Authorities and its willingness to proceed with litigation to the extent necessary for the recognition of its reasons.

• The objections raised by the Italian Tax Authorities are part of a line of argument that has, to date, involved various Employment Agencies; consequently, the publication of new case law potentially favourable to the Company's defence cannot be ruled out in the coming months. To protect the interests of the category, associations representing Employment Agencies intervened, supporting initiatives directed at the competent institutional venues, including the complaint before the European Commission. Therefore, a favourable legislative intervention should not be excluded.

Risks related to operations

Risks related to the general operating performance

The general trend in the contract work market is affected by a number of factors beyond the Group's control, including the general economic environment and the employment level. Demand for contract workers is correlated with the GDP trend.

Negative economic conditions in Italy could adversely affect the demand for contract workers and lead to a proliferation of unlawful arrangements on the labour market, with consequent negative effects on the Group's business and expected results.

Risks relating to market competition

The contract work industry is highly competitive and some of the competitors are large multinationals that are able to adapt quickly to market changes and offer services at competitive prices, thanks to their financial strength, the marketing tools they can deploy and the economies of scale they can take advantage of.

Therefore, it cannot be excluded that the current structure of Openjobmetis S.p.A. will prove inadequate in this competitive environment, and that in order to maintain its competitiveness it may have to take certain initiatives that other market players have resorted to, and consequently may incur unexpected costs, with possible impacts on the Group's financial position, results of operations and cash flows.

Risks associated with changes in the national regulatory framework

Since its introduction in 2003, the temporary work employment agreement has been the subject of subsequent legislative amendments that have progressively changed the scope of application.

Within the framework of these constantly evolving regulations, however, it cannot be ruled out that future legislative measures could reduce the number of cases where the use of the temporary work employment, whether open ended or fixed-term, is allowed, or the possible future introduction of types of contracts alternative to employment.

Any changes in the legislation and/or collective bargaining schemes regarding training services may adversely affect the possibility for the Group to manage professional training courses for contract

workers, and ultimately the ability to provide companies that use contract workers with adequate and competitive training under the same conditions as apply today, and the Group's financial position, results of operations and cash flows.

The Group carefully monitors regulatory and collective bargaining developments relating to temporary work contracts and training services, also through membership of the Assosomm trade association.

Risks to reputation and to the maintenance of Ministerial authorisations

The Group could suffer negative consequences from possible damage to its reputation in the future.

Openjobmetis S.p.A. and the Group companies Seltis Hub S.r.l., HC S.r.l., Family Care S.r.l. and Quanta S.p.A., acquired on 26 May 2021, conduct their business on the basis of authorisations issued by the Ministry of Labour and Social Affairs, which are mandatory for the performance of their activities.

Specifically: a) Openjobmetis S.p.A. and Quanta S.p.A. conduct their business as a provider of temporary work employment by virtue of a ministerial authorisation pursuant to Article 4, paragraph 1(a) of Italian Legislative Decree 276/2003; b) Seltis Hub S.r.l. holds a ministerial authorisation pursuant to Article 2, paragraph 1(c) of Legislative Decree 276/2003, to provide personnel recruitment and selection services; c) HC S.r.l. (formerly Corium S.r.l.) holds a ministerial authorisation pursuant to Article 2, paragraph 1(d) of Italian Legislative Decree 276/2003 to provide professional outplacement support; d) Family Care S.r.l. conducts its business as a provider of temporary work employment by virtue of a ministerial authorisation pursuant to Article 4, paragraph 1(a) of Italian Legislative Decree 276/2003 (according to the provisions of the law, a provisional ministerial concession is granted for new local public agencies, which can be applied indefinitely after 2 years), note that the companies Lyve S.r.l. and Quanta Risorse Umane S.p.A. do not hold any ministerial authorisation. Family Care S.r.l started the procedure for the issue of the final authorisation.

Over the previous years and during the current year, the ministerial authorisations granted to Group companies were not subject to revocation or suspension. In addition, during the same period, Group companies have not received any remarks from the competent authorities, nor were they involved in proceedings in connection with the ministerial authorisations.

The Group carefully monitors the correct application of the regulatory provisions and the fulfilment of the obligations required to maintain the conditions provided for by the ministerial authorisations in force.

Although to date there is no reason to believe that the above authorisations may be suspended or revoked, it cannot be excluded that this may happen in the future, including as a result of any developments in the applicable regulatory requirements, with the possible consequence that the Group's continuing operation would be compromised.

Risks associated with debt exposure and the ability to meet financial requirements

The Group uses bank loans to finance its working capital to meet its cash requirements and obligations to pay the salaries of its employees and contract workers.

This means that any withdrawal by banks of the credit lines or facilities in place could negatively affect the Group's financial position, with the risk that, to honour its commitments, the Group may be forced to find other sources of funding - possibly at less advantageous conditions.

As at 31 December 2021, the Group's financial exposure amounted to approximately EUR 61,333 thousand, gross of cash and cash equivalents, of which EUR 11,491 thousand refer to "Quanta". With reference to the previous year, the Group's debt exposure gross of cash and cash equivalents (including banks and other financial institutions) as at 31 December 2020 amounted to EUR 34,377 thousand.

With particular reference to the senior loan entered into in 2019, still in place as at 31 December 2021, it should be noted that it provides for: (a) the obligation of the Company to comply with specific financial parameters, to be calculated annually on the items of the consolidated financial statements of the Group, (b) certain non-performance events involving the lenders' right to terminate the loan agreement, or to withdraw therefrom and declare the Company's benefit of postponed payment to be forfeited, depending on the circumstances.

Risks associated with court and/or arbitration proceedings and the possible inadequacy of provisions for risks

As at 31 December 2021, the Group companies are party to ongoing disputes and litigation.

Considering the sector in which they operate, they are exposed to the risk of being involved in legal and/or arbitration proceedings of a labour law nature, both with reference to contract workers and to Group employees and in relation to contracts with independent collaborators, including commercial

advisors, sourcers and professional consulting firms, with potential adverse effects on the Group's financial position.

Interest rate risk

The Group's financial indebtedness has variable interest rates, therefore the Group could be exposed to the risks related to fluctuations in these rates. To address these risks, the Group has adopted partial hedging instruments against the risk of interest rate changes. More specifically, derivative contracts that qualify as "hedging instruments" have been concluded, aimed at transforming the variable rates applied into average fixed rates on the hedged portion of the loan, equal to 50% of the nominal value of the amortising line for the first three years.

It cannot be excluded that any unpredictable fluctuations in interest rates may have minimal adverse effects on the Group's financial position, also taking into account the reduced indebtedness.

Credit risk

The Group keeps the customer base diversified, and consequently it reduces the risks associated with debt recovery; the consolidated financial statements for the year ended 31 December 2021 show that the Group has trade receivables amounting to EUR 153,040 thousand, gross of the loss allowance of EUR 6,699 thousand. These receivables are also recorded net of an amount of EUR 4,099 thousand corresponding to the impairment arising from the recognition at fair value of Quanta S.p.A.'s trade receivables at the acquisition date. Trade receivables amounted to EUR 108,911 thousand as at 31 December 2020, net of the loss allowance of EUR 5,545 thousand. The increase in trade receivables and the related provision is primarily attributable to the consolidation of "Quanta" and the increase in business volumes in 2021.

It cannot be excluded that any breach of customers' payment obligations, or the mere delay in the execution of such payments, may reduce the liquid funds available to the Company and the Group, increasing the need for additional sources of funding.

Additionally, any deterioration in the economic environment or negative market developments could have adverse effects on customer relations, compromising the possibility for the Group to recover its trade receivables, with possible negative impacts on the Group's business and on its financial position, results of operations and cash flows.

Lastly, please note that financial risk management objectives and policies are described in the dedicated paragraphs of the Notes to the separate and consolidated financial statements.

Relations with subsidiaries and related parties

The relationships between Group companies and by the Group with related parties, as identified on the basis of the criteria defined in IAS 24 – Related Party transactions – and CONSOB (the Italian Commission for listed companies and the stock exchange) provisions issued in this regard, are mainly commercial in nature and relate to transactions carried out on an arm's length basis.

During the meeting of 12 October 2015, the Board of Directors approved and subsequently updated, most recently on 29 June 2021, the related party transactions policy and procedure, in accordance with Article 2391-bis of the Italian Civil Code and with the "Related party transactions regulations" adopted by CONSOB with resolution no. 17221 of 12 March 2010 and subsequent amendments. The aforementioned procedure can be downloaded from the Group's website.

Relationships with Subsidiaries

Openjobmetis S.p.A., whose core business is the provision of contract work, owns 100% of:

  • Seltis Hub S.r.l., a company focused on the recruitment and selection of personnel (also with disabilities) on behalf of third parties and on digital head-hunting, which incorporated the company Jobdisabili S.r.l. with deed dated 19 April 2021 and effectiveness starting on 26 April 2021.
  • Openjob Consulting S.r.l. focused on payroll management and training-related activities, in support of the parent.
  • Family Care S.r.l. Employment Agency, a company focused on providing family assistants dedicated to the elderly and non-self-sufficient people.
  • Quanta S.p.A., a company focused on the provision of generalist contract work, also focusing on the aerospace, ICT, naval and energy sectors and on personnel selection. The Company was acquired on 26 May 2021. Openjobmetis S.p.A., through Quanta S.p.A., indirectly controls 100% of Quanta Risorse Umane S.p.A., a company focused on the analysis, design and implementation of training, coaching and updating of human resources and other outsourced services.

In addition, Openjobmetis S.p.A. directly controls 92.86% of HC S.r.l., a company focused on training, coaching and outplacement, and 50.66% of Lyve S.r.l., a training company that operates mainly in the insurance and financial services sector.

Openjobmetis S.p.A. maintains relations with the other Group companies in matters of commercial transactions under market conditions. The revenue invoiced by Openjobmetis S.p.A. to the subsidiaries relates primarily to a range of general management, accounting and administrative support, operational control, personnel management, sales management, debt collection, EDP and data processing, call centre and procurement services provided by the parent to the other Group companies, as well as secondment. The revenue invoiced by Openjob Consulting S.r.l. to Openjobmetis S.p.A. and Family Care S.r.l. - Employment Agency pertains to the processing of contract workers' payslips, including the calculation of taxes and social security contributions (withholdings) and the processing of required periodic and annual reporting, as well as to training services.

Pursuant to Articles 117 to 129 of the Consolidated Income Tax Act (TUIR), agreements were signed between Openjobmetis S.p.A. and its subsidiaries Openjob Consulting S.r.l., Seltis Hub S.r.l., HC S.r.l. and Family Care S.r.l. concerning the exercise of the option for the domestic tax consolidation scheme, thus benefiting from the possibility of offsetting taxable income against tax losses in a single tax return. The three-year agreements will be tacitly renewed for the following three-year period unless they are revoked.

The following table shows the economic and equity relationships between the various Group companies in the periods indicated (values eliminated in the consolidated financial statements):

Year 2021 2020
Revenue
Openjobmetis vs Openjob Consulting 262 307
Openjobmetis vs HC 94 122
Openjobmetis vs Seltis Hub 210 344
Openjobmetis vs Family Care 128 297
Openjobmetis vs Quanta 8 -
Openjob Consulting vs Openjobmetis 1,276 1,113
Openjob Consulting vs Family Care 89 157
HC vs Seltis Hub 13 2
HC vs Openjobmetis 11 33
Lyve vs Openjobmetis 13 -
Quanta vs Quanta Risorse Umane 607 -
Quanta Risorse Umane vs Quanta 1,638 -
Total Revenue/Costs 4,349 2,375
Intercompany Revenue/Costs among Openjobmetis S.p.A. Group companies
----------------------------------------------------------------------

(Amounts in thousands of EUR)

Intercompany Revenue/Costs among Openjobmetis S.p.A. Group companies

(Amounts in thousands of EUR)

Year 2021 2020
(Amounts in thousands of EUR)
Year 2021 2020
Receivables
Openjobmetis vs Openjob Consulting 225 137
Openjobmetis vs HC 69 126
Openjobmetis vs Seltis Hub - 15
Openjobmetis vs Quanta 5,008 -
Seltis Hub vs Openjobmetis 28 5
HC vs Openjobmetis 20 121
Family Care vs Openjobmetis 337 317
Quanta vs Quanta Risorse Umane 174 -
Total Receivables/Payables 5,861 721

Intercompany Receivables/Payables among Openjobmetis S.p.A. Group companies

Remuneration of key management personnel

The total remuneration to key management personnel as at 31 December 2021 amounted to EUR 3,374 thousand, against EUR 2,518 thousand as at 31 December 2020. For further details, please refer to point 32 of the Notes to the separate and consolidated financial statements.

The Board of Directors of Openjobmetis S.p.A. identified the beneficiaries of the third tranche of the 2019-2021 LTI Performance Shares Plan approved at the Shareholders' Meeting of 17 April 2019, including the Chairman of the Board of Directors Marco Vittorelli, the Deputy Chairman Biagio La Porta, the Managing Director Rosario Rasizza, directors and key management personnel of Openjobmetis, as well as the number of rights assigned to each beneficiary. For further information, please refer to the press release issued on 14 May 2021 by Openjobmetis S.p.A.

In addition to salaries, the Group also offers certain key management personnel benefits in kind according to the ordinary contractual practice for company managers, such as company cars, company mobiles, health and injury insurance coverage.

It should also be noted that the Chairman of the Board of Directors Marco Vittorelli and the Director Corrado Vittorelli indirectly hold 17.81% through Omniafin S.p.A. (of which they are shareholders with equal stakes) and that the Managing Director Rosario Rasizza indirectly holds 5.02% through MTI Investimenti S.r.l., of which he is the majority shareholder with 60% of the shareholding (with

the remaining share capital divided between the Deputy Chairman Biagio la Porta and the HR Director Marina Schejola, who each hold 20%).

Other related party transactions

For details on related party transactions, please refer to section 32 of the Notes to the consolidated financial statements and section 31 of the Notes to the separate financial statements.

In the course of normal business, the Group has provided contract worker supply services and has collaborated with related parties for insignificant amounts and under normal market conditions.

Significant events in 2021

On 25 January 2021, Openjobmetis S.p.A. announced that it had signed an agreement to acquire 100% of the capital of Quanta S.p.A. and 100% of the share capital of Quanta Ressources Humaines SA, indirectly acquiring the respective Italian and foreign subsidiaries. On 26 May 2021, Openjobmetis S.p.A. announced that, following the authorisation from the Antitrust Authority, as well as the spinoff of the real estate business unit in favour of the seller, on that same day it completed the acquisition of 100% of the share capital of Quanta S.p.A. and indirectly of 100% of the subsidiary Quanta Risorse Umane S.p.A. With respect to the preliminary agreement signed on 25 January 2021 (see the press release published on 25 January 2021), the parties have by mutual agreement excluded all of the foreign companies from the scope of the transaction, whose ownership remains with the seller. The agreed consideration is made up by a cash portion of EUR 20 million and by 528,193 shares, equal to 3.85% of the Company's share capital and assigned in exchange to the seller in place of the original 685,600 following the exclusion from the scope of acquisition of all the foreign companies belonging to the Quanta group and remaining in the hands of the seller.

On 23 June 2021, the Board of Directors of Openjobmetis S.p.A. approved the 100% merger by incorporation into Openjobmetis S.p.A. (Merging Company) of the wholly-owned subsidiary Quanta S.p.A. (Merged Company). The merger project was filed with the Register of Companies on 28 June 2021.

On 14 September 2021, the Board of Directors of Openjobmetis S.p.A. - pursuant to Article 18.3 of the Articles of Association - and the Extraordinary Shareholders' Meeting of Quanta S.p.A. approved the merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. Subsequently, on 16 September, Openjobmetis S.p.A. made the minutes of the resolutions of said Board of Directors available to the public.

On 2 December 2021, the deed of merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. was registered at the competent Register of Companies with effect for statutory, accounting and tax purposes from 00:00 on 1 January 2022.

By means of a deed dated 19 April 2021 and effective from 26 April 2021, Jobdisabili S.r.l. was merged by incorporation into Seltis Hub S.r.l. The transaction was carried out in order to reorganise the Openjobmetis Group, centralising the high added-value HR services within Seltis Hub S.r.l.

On 30 April 2021, the Shareholders' Meeting approved the financial statements as at 31 December 2020, resolving to allocate the profit for the year and distribute a dividend per share of EUR 0.11 for

each entitled share. The Shareholders' Meeting then appointed the new Board of Directors and Board of Statutory Auditors for the 2021-2023 period. Furthermore, the Shareholders' Meeting resolved to authorise the Board of Directors to buy back and dispose of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting of 21 April 2020, up to a maximum of shares not exceeding 5% of the share capital of Openjobmetis S.p.A.

On 10 May 2021, Openjobmetis S.p.A. announced that it had received an ESG Rating of 12.5 points from the company Sustainalytics, corresponding to the "Low Risk" level, on a scale from 0 (zero risk) to 40 (very high risk). The rating obtained positions Openjobmetis among the top ten companies in the world in the HR Service area (source: Sustainalytics).

On 14 May 2021, the Board of Directors of Openjobmetis S.p.A. identified the beneficiaries of the first tranche of the 2019-2021 LTI Performance Shares Plan approved at the Shareholders' Meeting of 17 April 2019, including the Chairman of the Board of Directors Marco Vittorelli, the Deputy Chairman Biagio La Porta, the Managing Director Rosario Rasizza and directors and key management personnel of Openjobmetis, as well as the number of rights assigned to each beneficiary. For further information, please refer to the relevant press release.

On 20 October 2021, the Company announced that the change of the Registered Office was registered in the Milan Register of Companies at the following address: Via Bernardino Telesio, no. 18, 20145 Milan.

On 22 October 2021, the Board of Directors of Openjobmetis S.p.A. and the Board of Directors of Quanta Risorse Umane S.p.A. resolved to approve the merger by incorporation of Quanta Risorse Umane S.p.A., the Merged Company, into Openjob Consulting S.r.l., the Merging Company, pursuant to Article 2501-ter of the Italian Civil Code. The actual effects will take effect from 1 April 2022, the accounting and tax effects from 1 January 2022.

Main significant subsequent events

As of 00.00 on 1 January 2022, pursuant to Article 2504-bis, paragraph 2, of the Italian Civil Code, the statutory, accounting and tax effects of the merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. became effective. The transaction did not entail any increase in share capital as the entire share capital of the merged company Quanta S.p.A. was wholly owned by the merging company.

With regard to the outbreak of the Russia/Ukraine conflict, we are witnessing an increase in global economic uncertainty that could lead to greater volatility in the markets, an increase in inflation and higher interest rates. On the basis of the information available, it is not believed that, at least in the short term, this will have a direct impact on the Group's business. The Group is monitoring the events and any impacts, currently unidentified, on its customers and how these might affect the Group.

The effects arising from these events have been considered as non-adjusting events, in accordance with IAS 10, as they occurred after the reporting date.

On 23 February 2022, Gabriella Porcelli - already a non-executive and independent Director of the Company, as well as a member of the Control, Risks and Sustainability Committee - notified her resignation from office due to unexpected professional commitments, with effect from the date on which the Shareholders' Meeting would be convened for the approval of the financial statements as at 31 December 2021, or from the effective date of appointment of a new director, if this does not coincide with the date of the Shareholders' Meeting.

Therefore, in compliance with current legislation, the Company initiated a process aimed at co-opting a new director to replace the outgoing director, first of all taking into consideration - in compliance with Article 15.16 of the Articles of Association - any other candidate included in the list from which the outgoing director was drawn and elected.

Having acknowledged the unavailability to assume the position of Giulia Poli – the only useful candidate in the progressive order of List no. 2, submitted, at the Shareholders' Meeting of 30 April 2021, by several shareholders under the aegis of Assogestioni,- the Company initiated discussions with the Committee of Managers of Assogestioni in order to identify a useful candidate for appointment by co-optation, at the end of which, Lucia Giancaspro was finally selected.

On 16 March 2022, following the favourable opinion of the Board of Statutory Auditors, the Board of Directors co-opted Lucia Giancaspro, pursuant to Article 2386 of the Italian Civil Code and Article 15.6 of the Articles of Association; the appointment was made in compliance with the provisions of law, regulations and the Articles of Association, also with regard to gender balance provisions.

At the same time, Lucia Giancaspro was appointed as member of the Control, Risks and Sustainability Committee, until the expiry of her term of office - which is envisaged, pursuant to Article 2386 of the Italian Civil Code, with the approval of the financial statements as at 31 December 2021.

It should be noted that, to the Company's knowledge, Lucia Giancaspro does not hold any equity investment in Openjobmetis S.p.A.

Lucia Giancaspro's curriculum vitae is available for consultation on the Company's website (www.openjobmetis.it).

Outlook

The results achieved during 2021, despite the fact that the effects of the Covid-19 pandemic have not fully ended, saw a revenue volume above pre-pandemic levels, also due to the integration of Quanta S.p.A. and the subsidiary Quanta Risorse Umane S.p.A. into the consolidation scope as from 1 June 2021 (+39.4% compared to 2020 and +27.5% compared to 2019).

Beginning in the first quarter of 2021, there was an increase in revenue, albeit small compared to the same period in the prior year and 2019. The second quarter was characterised by significant volume growth (+67.7% compared to 2020 and +21.3% compared to 2019) and this trend was confirmed in the third quarter. Finally, the fourth quarter, although it coincided with the steepening of the Covid-19 infection curve and the tightening of the measures adopted by the Government, saw the best result ever recorded (EUR 205,514 thousand) with an increase of +38.5% compared to 2020 and +37.5% compared to 2019.

The aforementioned trend underscores the growth path taken by the Group, which has demonstrated proactivity in a period of extreme uncertainty. In addition, by 2022, the Openjobmetis Group expects to benefit from the synergies obtained from the merger with Quanta S.p.a., which became effective on 1 January.

In light of the above considerations and Italian GDP forecasts (2022 +3.8% on 2021, according to Economic Bulletin of 1/2022 published by the Bank of Italy), it is possible to estimate a further improvement in results compared with the year just ended.

With regard to the outbreak of the Russia/Ukraine conflict, it is not believed that, at least in the short term, this will have a direct impact on the Group's business. The possible impacts on our customers and how these might affect the Group remain to be understood.

Information relating to employees

For the Openjobmetis Group, its people are at the heart of all business activities. They are the promoters of a modus operandi, characterised by constant growth and specialisation, high levels of professionalism and creativity in identifying the best solutions for its clients and outsourced workers.

In February 2022, the Openjobmetis Board of Directors approved the Human Resources Management Policy, the result of a process that had already begun years earlier, demonstrating that, for Openjobmetis, success is based, among other things, on the added value provided by the synergy of all those who work within it. The relationship between Openjobmetis and its direct personnel is based on the promotion of social, economic and employment development, as well as on the respect and protection of human rights. In managing relations with its direct staff, Openjobmetis adopts legal and ethical behaviours respectful of internationally recognised standards and principles on the treatment of workers, including: protection of human rights, impartiality in searches, selection and hiring, rejection of forced, child or irregular labour, development of individuals, and evaluation of performance and diversity, inclusion and non-discrimination.

For additional information on employees, please refer to the Consolidated Non-Financial Statement as at 31 December 2021 prepared pursuant to Legislative Decree 254/2016, which is filed with the financial statements and will be made available to the public at the registered office and at Borsa Italiana S.p.A. within the time limits prescribed by law, and will also be made available on the company's website at the following address: http://www.openjobmetis.it

Information on environmental matters

All organisations should reflect on topics such as emissions, climate change and the consumption of natural resources. Specifically, it is necessary to evaluate the impacts that business activities have on the external environment in detail. Considering the type of services offered, the activities of the Openjobmetis group have limited environmental impacts in terms of energy consumption, greenhouse gas emissions and the consumption of natural resources. However, the Group makes an effort every day in carrying out its activities to ensure that energy consumption is reduced and that rules to protect the environment are continuously respected.

Some initiatives aimed at reducing environmental impact and developing employee and contract worker awareness with respect to these matters are listed below:

  • safeguarding of the environment as a topic laid out within the Code of Ethics;
  • initiatives aimed at minimising environmental impact:
    • o installation of new LED lamps in all newly opened branches, when possible;
    • o use of IT platforms that make it possible for customers to choose to enter into digital contracts with contract workers. The same procedure may also be used to send payslips to contract workers, who can decide to receive them via email instead of picking up the hard copy at the branch;
    • o supply of FSC (Forests for all forever) certified paper for the Group, highlighting its commitment and rigour with regard to environmental issues;
    • o in order to safeguard the environment, the usual plastic cups at the water stations located on the various floors of the head office have been replaced with other recyclable and environmentally-friendly paper;
    • o to encourage zero-impact travel by its employees, Openjobmetis has equipped its head offices and branches with electric bicycles and scooters which staff can book and use free of charge.

In addition, during 2021 Openjobmetis hired a Mobility Manager to promote and carry out interventions to organise and manage the mobility needs of human resources. The ultimate goal is the structural reduction of the environmental impact of vehicle traffic in urban and metropolitan areas caused by the travel needs of employees. In 2021, Openjobmetis launched a sustainable mobility project with the aim of optimising internal travel through an analysis of the company car fleet and the efficiency of home-work commutes.

For further information on environmental matters, please refer to the aforementioned Consolidated Non-Financial Statement as at 31 December 2021.

Reconciliation between the Parent's financial statements and the consolidated financial statements

In compliance with the requirements set out in Consob communication no. DEM/6064293 of 28 July 2006, the following table shows the reconciliation between the net profit for the year and equity in the separate financial statements of the Parent Openjobmetis S.p.A., and the net profit for the year and equity in the consolidated financial statements of the Openjobmetis Group for 2021 and 2020.

(In thousands of EUR) Net profit for 2021 Equity as at
31.12.2021
Openjobmetis S.p.A. Financial Statements 10,541 132,864
Profit for the year and reserves of the consolidated companies net of elimination of
equity investments
1,486 (27,281)
Derecognition of dividends for the year (1,100) -
Recognition of goodwill, Lyve lease and Meritocracy software gross of the tax effect (231) 28,148
Recognition of "Quanta" customer list gross of tax effect (205) 2,609
Reserve for the exercise of the option to purchase the remaining share of Lyve S.r.l. - (1,500)
Other consolidation adjustments 115 (878)
Non-controlling interests 107 760
Group consolidated financial statements 10,713 134,722
EUR thousands Net profit for 2020 Equity as at
31.12.2020
Openjobmetis S.p.A. Financial Statements 24,536 120,376
Profit for the year and reserves of the consolidated companies net of elimination of
equity investments
460 (679)
Derecognition of dividends for the year (2,700) -
Recognition of goodwill, Lyve lease and Meritocracy software gross of the tax effect (231) 4,293
Derecognition of equity investment impairment loss 1,500 -
Reserve for the exercise of the option to purchase the remaining share of Lyve S.r.l. - (1,500)
Other consolidation adjustments 64 (1,057)
Non-controlling interests 13 653
Group consolidated financial statements 23,642 122,086

Other information

Treasury shares

The Shareholders' Meeting called on 30 April 2021 authorised the Board of Directors to buy back and dispose of treasury shares, subject to revocation of the previous authorisation granted by the Shareholders' Meeting of 21 April 2020, up to a maximum of 5% of the pro tempore share capital of Openjobmetis S.p.A., pursuant to the combined provisions of Articles 2357 and 2357-ter of the Italian Civil Code, as well as Article 132 of Italian Legislative Decree no. 58 of 24 February 1998. It should be noted that as at 31 December 2021, the Company directly held 312,764 treasury shares, equal to 2.28% of the share capital of Openjobmetis S.p.A.

Dividend policy

On 19 February 2019, the Board of Directors of Openjobmetis S.p.A. resolved to adopt, starting from the approval of the financial statements as at 31 December 2018, a dividend policy that provides for the proposal for the average distribution of 25% of the consolidated net profit for the three-year period 2018-2020.

On 30 April 2021 the Shareholders' Meeting resolved to distribute a dividend of EUR 0.11 per share gross of the withholding taxes required to be paid starting from 12 May 2021, with coupon No. 3 to be presented on 10 May 2021 and record date (date when payment of the dividend is legitimated pursuant to Article 83-terdecies of Legislative Decree no. 58 of 24 February 1998 and Article 2.6.6.2 of the Regulation of the Markets Organised and Managed by Borsa Italiana S.p.A.) on 11 May 2021. On 12 November 2021, the Board of Directors of Openjobmetis S.p.A. resolved to adopt, starting from the approval of the financial statements as at 31 December 2021, a new dividend policy that provides for the proposed distribution of between 25% and 50% of consolidated net profit for the three-year period 2021-2023.

Management and coordination

In accordance with Article 2497-bis of the Italian Civil Code, the Parent is not subject to the management and coordination of other corporate structures, as all business decisions are taken independently by the Board of Directors.

Atypical or unusual transactions

The 2021 financial statements do not show any income components or financial items, arising from atypical and/or unusual events and transactions, as defined in Consob communication no. DEM/6064293 of 28 July 2006, is shown below.

Annual report on Corporate Governance, compliance with the Corporate Governance Code and information on the ownership structure

The annual report on Corporate Governance and compliance with the Corporate Governance Code, which also provides information on the capital structure, is filed in the same time of the financial statements and will be made available to the public at the registered office and at Borsa Italiana S.p.A. within the time limits prescribed by law. The documentation will also be available on the company's website at: http://www.openjobmetis.it.

Consolidated Non-Financial Statement as at 31 December 2021 pursuant to Legislative Decree no. 254/2016

The Consolidated Non-Financial Statement as at 31 December 2021 pursuant to Italian Legislative Decree 254/2016 was filed in the same time of the financial report and will be made available to the public at the registered office and Borsa Italiana S.p.A. in the timeframes established by law. The documentation will also be available on the company's website at: http://www.openjobmetis.it. Please note that in accordance with the exemption laid out in Article 6 of Legislative Decree 254/2016, the Non-Financial Statement was prepared only on a consolidated basis.

Procedure adopted to ensure the transparency and fairness of related party transactions

Pursuant to Article 2391-bis of the Italian Civil Code and the Consob Related Parties Regulation, on 3 December 2015 the Board of Directors approved the Related Party Procedure regarding the regulation of transactions with related parties. The aforesaid Procedure, most recently amended on 29 June 2021, contains the rules for identification, approval and execution of related party transactions carried out by the Company, directly or through subsidiaries, for the purpose of ensuring both the essential and procedural correctness and transparency of said transactions. Following the entry into office of the new Board of Directors, on 30 April 2021, the Control, Risks and Sustainability Committee was appointed to which the prerogatives of the Related Parties Committee were assigned.

Domestic tax consolidation scheme

Pursuant to Articles 117 to 129 of the Consolidated Income Tax Act (TUIR), agreements were signed between Openjobmetis S.p.A. and its subsidiaries Openjob Consulting S.r.l., Seltis S.r.l., HC S.r.l. and Family Care S.r.l. on the exercise of the option for the domestic tax consolidation scheme, thus benefiting from the possibility of offsetting taxable income against tax losses in a single tax return. The three-year agreements will be tacitly renewed for the following three-year period unless they are revoked.

Amount paid to directors, statutory auditors and key management personnel

The table contained in paragraph 33 of the notes to the consolidated financial statements shows the compensation paid as at 31 December 2021 by Openjobmetis S.p.A. and its subsidiaries to members of the governing and control bodies and other key management personnel. This includes all the individuals who have held these positions even for just part of the year.

Information pursuant to Articles 70 and 71 of the Issuers' Regulation approved by Consob Resolution no. 11971 of 14 May 1999 and subsequent amendments

The company relies on the option, introduced by Consob with Resolution no. 18079 of 20 January 2012, to waive the obligation to make an information document available to the public about significant transactions related to mergers, demergers, share capital increases by way of contributions in kind, acquisitions and sales.

Proposed allocation of the Parent's profit for the year

The Board of Directors, taking into account the company's development projects, proposes to resolve as follows with respect to profit for 2021:

  • Allocation of a dividend to shareholders of EUR 0.31 per each entitled share (excluding treasury shares) up to a maximum of EUR 4,200,000
  • Allocation to other reserves for EUR 6,340,509.61
  • There was no allocation to the legal reserve, having reached one fifth of the share capital, as required by Article 2430 of the Italian Civil Code.

Milan, 16 March 2022

On behalf of the Board of Directors

The Chairman

Marco Vittorelli

(signed on the original)

CONSOLIDATED FINANCIAL STATEMENTS

Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Consolidated Financial Statements

Statement of Financial Position

(In thousands of EUR) Notes 2021 2020
ASSETS
Non-current assets
Property, plant and equipment 4 3,412 2,585
Right of use for leases 4 14,818 12,851
Intangible assets and goodwill 5 103,854 76,191
Financial assets 6 211 39
Deferred tax assets 7 22,018 22,540
Total non-current assets 144,313 114,206
Current assets
Cash and cash equivalents 8 16,868 17,002
Trade receivables 10 153,040 108,911
Other assets 11 13,073 7,751
Current tax assets 12 354 280
Total current assets 183,335 133,944
Total assets 327,648 248,150
LIABILITIES AND EQUITY
Non-current liabilities
Financial liabilities 13 9,758 7,450
Lease liabilities 13 10,225 8,989
Derivative instruments 13-30 14 33
Non-current tax liabilities 17 717 1,435
Employee benefits 14 1,678 1,339
Other liabilities 16 900 -
Total non-current liabilities 23,292 19,246
Current liabilities
Bank loans and borrowings and other financial liabilities 13 37,025 14,240
Lease liabilities 13 4,311 3,665
Trade payables 15 14,779 10,456
Employee benefits 14 63,865 42,962
Other liabilities 16 43,591 32,840
Current tax liabilities 17 1,519 726
Provisions 18 4,544 1,929
Total current liabilities 169,634 106,818
Total liabilities 192,926 126,064
EQUITY
Share capital 13,712 13,712
Legal reserve 2,844 2,834
Share premium reserve 31,193 31,193
Other reserves 75,607 50,065
Profit (loss) for the year attributable to the owners of the Parent 10,606 23,629
Equity attributable to:
Owners of the Parent 133,962 121,433
Non-controlling interests 760 653
Total equity 19 134,722 122,086
Total liabilities and equity 327,648 248,150

Statement of Comprehensive Income

(In thousands of EUR) Notes 2021 2020
Revenue 20 720,789 516,985
Cost of contract work and outsourcing 22 (631,557) (453,274)
First contribution margin 89,232 63,711
Other income 21 15,586 8,649
Personnel expense 22 (42,458) (32,270)
Cost of raw materials and consumables 23 (202) (174)
Costs for services 24 (37,569) (24,410)
Amortisation, depreciation and impairment losses 4.5 (6,188) (4,973)
Impairment losses on trade receivables and other assets 26 (2,178) (1,631)
Other operating expenses 25 (1,046) (636)
Operating profit (loss) 15,177 8,266
Financial income 27 40 235
Financial expense 27 (719) (536)
Profit (loss) before taxes 14,499 7,965
Income taxes 28 (3,786) 15,677
Profit (loss) for the year 10,713 23,642
Other comprehensive income (expense)
Items that are or may subsequently be reclassified to profit/loss
Fair value gain (loss) on cash flow hedges
21 (7)
Items that will not be reclassified to profit/loss
Actuarial gain (loss) (36) (48)
Other comprehensive income (expense) for the year (15) (55)
Comprehensive income (expense) for the year 10,698 23,587
Net profit (loss) for the year attributable to:
Owners of the Parent 10,606 23,629
Non-controlling interests 107 13
Profit (loss) for the year 10,713 23,642
Comprehensive income (expense) for the year attributable to:
Owners of the Parent 10,591 23,574
Non-controlling interests 107 13
Comprehensive income (expense) for the year 10,698 23,587
Earnings (loss) per share (in EUR):
Basic 38 0.81 1.81
Diluted 38 0.81 1.81

(In thousands of EUR) Note Share
capital
Legal
reserve
Share
premium
reserve
Other
reserves
Hedging reserve
and actuarial
reserve
Profit (loss)
for the year
Equity
attributable
to the
owners of
the Parent
Equity
attributable
to non
controlling
interests
Total
Equity
Balances as at
01/01/2019
19 13,712 1,676 31,553 37,218 (54) 12,356 96,461 61 96,522
Allocation of profit (loss)
for the year
639 (360) 9,018 (9,297) - -
Dividend distribution (3,059) (3,059) (3,059)
Actuarial gain (loss) (121) (121) (121)
Fair Value share-based
plans 82 82 82
Fair value gain (loss) on
cash flow hedges
(26) (26) (26)
Repurchase of treasury
shares (651) (651) (651)
Rounding 9 (1) 8 8
Profit (loss) for the year 19 10,374 10,374 30 10,404
Comprehensive income
(expense) for the year
19 (147) 10,374 10,227 30 10,257
Balances as at
31/12/2019
19 13,712 2,315 31,193 45,676 (202) 10,374 103,068 91 103,159
Allocation of profit (loss) 519 9,855 (10,374)
for the year
Dividend distribution (2,769) (2,769) (2,769)
Actuarial gain (loss) on
defined benefit plans
(48) (48) (48)
Options on subsidiaries (1,500) (1,500) (1,500)
Fair Value share-based
plans
139 139 139
Fair value gain (loss) on
cash flow hedges
(7) (7) (7)
Repurchase of treasury
shares
(1,074) (1,074) (1,074)
Acquisition of subsidiary
with non-controlling 8 8 549 557
interests
Other adjustments (12) (12) (12)
Profit (loss) for the year 19 23,629 23,629 13 23,642
Comprehensive income
(expense) for the year
19 (55) 23,629 23,573 13 23,587
Balances as at
31/12/2020
19 13,712 2,834 31,193 50,323 (258) 23,629 121,433 653 122,086
Allocation of profit (loss)
for the year
10 23,619 (23,629) - -
Dividend distribution (1,433) (1,433) (1,433)
Actuarial gain (loss) (36) (36) (36)
Fair Value share-based
plans 277 277 277
Fair value gain (loss) on
cash flow hedges
21 21 21
Repurchase of treasury
shares
(1,721) (1,721) (1,721)
Acquisition of
subsidiaries
4,861 (44) 4,817 4,817
Other adjustments (2) (2) (2)
Profit (loss) for the year 19 10,606 10,606 107 10,713
Comprehensive income
(expense)for the year 19 (15) 10,606 10,591 107 10,698
Balances as at
31/12/2021
19 13,712 2,844 31,193 75,924 (317) 10,606 133,962 760 134,722

Statement of Cash Flows

(In thousands of EUR) Note 2021 2020
Cash flows from operating activities
Profit (loss) for the year 10,713 23,642
Adjustments for:
Depreciation of right-of-use 4 4,644 3,911
Depreciation of property, plant and equipment 4 574 472
Amortisation of intangible assets 5 970 590
Capital losses (gains) on sales of property, plant and equipment 232 27
Impairment loss on trade receivables 26 2,178 1,631
Current and deferred taxes 28 3,786 (15,677)
Net financial (income) expense 27 678 301
Cash flows before changes in working capital and provisions 23,775 14,897
Change in trade receivables and other assets gross of impairment loss 10,11,26 (18,280) 7,488
Change in trade payables and other liabilities 15.16 4,637 (78)
Change in employee benefits 14 9,457 2,623
Change in current and deferred tax assets and liabilities net of taxes paid for the year and current
and deferred taxes for the year
7,12,17,28 1,186 370
Change in provisions 18 2,224 (33)
Paid income taxes (3,750) (2,161)
Cash flows generated / (absorbed) by operating activities (a) 19,249 23,106
Cash flows from investing activities
Purchase of property, plant and equipment 4 (1,701) (618)
Proceeds from sales of property, plant and equipment 450 -
Other net increases in intangible assets 5 (363) (221)
Acquisition of subsidiary, net of cash acquired 3 (14,932) (541)
Change in other financial assets 6 35 4
Cash flows generated/(absorbed) by investing activities (b) (16,511) (1,376)
Cash flows from financing activities
Lease payments 13 (4,802) (4,087)
Interest paid (368) (185)
Interest received 0 -
Purchase of equity investment from third parties - (200)
New loan disbursement 13 14,000 10,000
Dividend distribution (1,433) (2,769)
Repayment of loan instalments 13 (22,776) (5,082)
Repurchase of treasury shares (1,721) (1,074)
Change in current bank loans and borrowings and repayment of other loans 13 14,229 (7,862)
Cash flows generated/(absorbed) by financing activities (c) (2,871) (11,259)
Cash flows for the year (a) + (b) + (c) (134) 10,471
Net cash and cash equivalents as at 1 January 8 17,002 6,531
Net cash and cash equivalents as at 31 December 8 16,868 17,002

Notes to the Consolidated Financial Statements

General information

Openjobmetis S.p.A. (hereinafter also referred to as the "Parent"), during the Board of Directors' meeting held on 30 September 2021, resolved to change its registered office from Via G. Fara 35, Milan (Italy) to Via Bernardino Telesio 18, Milan (Italy), effective 15 October 2021.

The Group operates in the staffing industry i.e. the professional supply of permanent or fixed-term labour, pursuant to Article 20 of Legislative Decree no. 276/2003 as amended and supplemented, pursuant to Article 4.1. a) thereof.

As from 3 December 2015, the company Openjobmetis S.p.A. is listed on Euronext Milan, in the STAR segment, organised and managed by Borsa Italiana S.p.A.

At the present date, the Parent is not a subsidiary in accordance with Article 93 of the Consolidated Law on Finance (TUF).

The impacts of the Covid-19 pandemic and the resilience of the Openjobmetis Group

The impacts of the spread of Covid-19, still present in the economy and consequently in the labour market, did not negatively impact the Openjobmetis Group's results in 2021. In fact, the Group achieved higher revenue than pre-pandemic, ending its best year ever with revenue of 720,789 thousand (+39.4% compared to 2020 and +27.5% compared to 2019). Revenue in the first half of the year was 35.7% higher than in the first half of 2020 and 15.4% higher than in the first half of 2019. The nine months, thanks in part to the consolidation of "Quanta," saw revenue growth of 39.8% over the same period in 2020 and 23.9% over 2019. Despite the spread of the Omicron variant in the latter part of the year, which is more contagious but less severe than the previous Delta, leading to a surge in infections, the fourth quarter still ended with excellent results (+38.5% compared to the same quarter in 2020 and +37.5% compared to the same quarter in 2019).

As at 31 December 2021, Openjobmetis benefited from the contract worker salary supplement (Trattamento di Integrazione Salariale - TIS) for EUR 2,176 thousand (compared to EUR 18,467 thousand as at 31 December 2020). This amount is reimbursed by Forma.Temp and is recognised in the income statement for the period as a direct reduction in personnel costs. The total residual credit for TIS as at 31 December 2021 is equal to EUR 4,461 thousand (including "Quanta" for EUR 214 thousand).

As in the recent past, there are no particular situations of solvency risk for customers of the Openjobmetis Group compared to the pre-Covid period. This is demonstrated by the average collection times (DSO) which as at 31 December 2021, net of the effects deriving from the consolidation of "Quanta", are at 69 days, down from 76 days as at 31 December 2020.

In addition, financial indebtedness, net of the effects of the acquisition (about EUR 20 million) and the consolidation of "Quanta" (approximately EUR 11 million), would have amounted to EUR 14 million (compared to EUR 17.4 million as at 31 December 2020).

The Group's management sees no particular impact in relation to the recoverability of trade receivables and intangible assets and goodwill recorded in the financial statements.

Openjobmetis S.p.A. operated regularly during the year, continuing to guarantee normal support to the businesses that use it. The Company Protocol of the measures adopted to combat and contain the spread of the Coronavirus SARS-Cov-2, already adopted by the Group from the early stages of the spread of the virus, has been progressively refined and adjusted to the regulations in force in the various phases of the pandemic. To protect the health of its employees, an active Agile Work plan has been maintained for all those activities that can be carried out from the worker's home, compatibly with business needs and in accordance with their duties and activities, also based on the size of the work environments.

The decision not to make use of the government-sponsored lay-off scheme for facility personnel has enabled the Group to remain vigilant and operate promptly with respect to the restart of the market, positively influenced by the progress of the vaccination campaign.

Other preventive measures that the Group has adopted and maintained include the obligation to measure the temperature and hand sanitation at each entrant into the company, the supply of daily PPE to all employees, careful organisation and management of the common areas, as well as careful and precise cleaning and sanitation of the premises.

The Group has also activated a dedicated email inbox in order to accurately track positive cases and quarantines. As required by Law Decree 127/2021, the requirement to display COVID-19 green certification for both facility staff and contract workers was enforced as of 15 October.

Accounting standards and basis of presentation adopted in preparing the financial statements

1. Accounting standards and statement of compliance

These consolidated financial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and interpretations thereof in force as at 31 December 2021, as well as measures issued in implementation of article 9 of Legislative Decree no. 38/05. The rules of national legislation implementing directive 2013/34 EU also apply, insofar as they are compatible, to companies that prepare IFRS financial statements. Therefore, the financial statements incorporate what is laid out in the articles of the Italian Civil Code and the corresponding rules of the T.U.F. for listed companies on the matter of the directors' report, auditing and the publication of financial statements. The consolidated financial statements and the related notes also provide the details and supplementary information required by other rules and provisions of Consob on the financial statements. The consolidated financial statements contain the statement of financial position, the statement of comprehensive income, the statement of cash flows, the statement of changes in equity and the related notes.

In preparing these consolidated financial statements, the following formats, selected from the various options allowed by IAS 1, were used:

  • the statement of financial position was prepared by classifying the assets and liabilities as current/non-current assets/liabilities;
  • the statement of comprehensive income was prepared by classifying the items by nature;
  • the statement of cash flows was prepared using the indirect method.

The purpose of the notes is to illustrate the preparation criteria adopted and to provide the information required by IFRS and not contained in other parts of the financial statements, as well as any additional information that is not shown in the financial statements but is necessary for a reliable representation of the Group's activities.

The consolidated financial statements were prepared on the basis of the accounting records as at 31 December 2021 on a going concern basis and are accompanied by the directors' report.

The Group's consolidated financial statements as at and for the year ended as at 31 December 2021 were approved by the Board of Directors of the Parent at the meeting held on 16 March 2022, when the sharing of the results through a press release dated 16 March 2022 containing the main elements of the financial statements was authorised. The parent's Board of Directors has the

authority to amend the consolidated financial statements until the date of the Shareholders' Meeting called to approve the parent's financial statements. The Shareholders' Meeting has the authority to request changes to these consolidated financial statements.

The consolidated financial statements and related notes were prepared with amounts rounded to the nearest thousand Euros, the functional currency of the Group. Moreover, for the purpose of transparency, the mandatory items pursuant to IAS 1 with zero balances were omitted in the schedules and tables, in both periods presented for comparison.

In compliance with Consob resolution no. 15519 of 27 July 2006 and Consob Communication no. DEM/6064293 of 28 July 2006, note 36 indicates separately the events or transactions whose occurrence is non-recurring or those transactions or events which do not occur frequently in the ordinary course of business. Also in application of the same Consob references, any incidences of non-recurring significant events and transactions are reported in note 36, while in note 32 the related incidences regarding positions and transactions with related parties are indicated separately.

The most important accounting policies and standards used by the Group to prepare the consolidated financial statements are described below.

2. Significant accounting policies

(a) General, adoption of new accounting standards, amendments and interpretations issued by the IASB

New accounting standards adopted by the Group from 1 January 2021

These consolidated financial statements have been prepared using the same accounting standards applied by the Group in the last annual financial statements. There are no new standards or amendments that became effective from 1 January 2021 that have a material impact on the consolidated financial statements.

Use of estimates and valuations

While preparing the financial statements, company management had to formulate valuations, estimates and assumptions that affect the application of the accounting policies and the amounts of assets, liabilities, costs and revenue recognised in the financial statements; however, it should be underlined that, since these are estimates, the results achieved will not necessarily be the same as the amounts shown in the financial statements.

These estimates and assumptions are regularly revised; any changes resulting from the revision of accounting estimates are recognised in the year in which the revision is carried out and in future years.

The main subjective assessments made by Group management in applying the accounting standards and the main sources of uncertainty in estimates were the same as those applied for the preparation of the financial statements for the year ended 31 December 2020.

In particular, information on the areas of greater uncertainty in the formulation of estimates and valuations during the process of application of IFRS that have a significant effect on the amounts recognised in the financial statements together with aspects of particular significance are provided below:

- Impairment testing on goodwill

Goodwill is subject to impairment tests at least annually or more often if there are indicators of an impairment loss.

Impairment testing is carried out using the discounted cash flow method: this method is highly sensitive to the assumptions contained in the estimate of future cash flows, with reference to changes in revenue, margins and collection terms from customers, and of interest rates used.

For this assessment, the Group uses plans approved by the administrative body and financial parameters in line with those resulting from the current performance of the reference markets.

Details regarding the procedures for preparing the goodwill impairment test are provided in note 5.

- Measurement of receivables

The Group accrues a provision for impairment that reflects the estimate of losses on trade receivables, the main components of which are the individual impairment of significant exposures or those subject to disputes and collective impairment of homogeneous groups of trade receivables against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Group's point of view about the economic conditions over the entire expected life of the assets. The same methods were applied to Quanta S.p.A. and Quanta Risorse Umane S.p.A., acquired during the year. Therefore, the loss allowance is calculated based on estimates of impairment losses that the Group expects to incur and takes into account multiple elements, including:

  • receivables' ageing;
  • customers' solvency;
  • prior historical experience, adjusted if necessary by scalar factors to reflect the economic conditions estimated over the entire expected lives of the receivables.

When there is certainty that it will not be possible to recover the amount due, the amount considered irrecoverable is written off directly from the related financial asset.

The above requires the management to make significant estimates with regard to general economic conditions and any possible negative trends in the credit markets that could negatively impact on customer relations.

- Provisions

The Group companies are parties in certain proceedings, arising from the conduct of business and from events of a civil and tax nature involving the companies.

In addition, in view of the sector in which they operate, they are exposed to the risk of being involved in legal and/or arbitration proceedings of a labour law nature, both with reference to contract workers and to the organisational structure of the Group and in relation to contracts with independent collaborators.

In the event that it is considered probable that as a result of the dispute a disbursement of resources - the amount of which can be reliably estimated - will be required, this amount, discounted to take account of the time horizon along which the disbursement will take place, is included in the provisions for risks. Disputes for which the occurrence of a liability is considered only possible but not probable are disclosed in the relevant section on commitments and risks and, as a result, no allocations are made with respect thereto.

Assessing the development of such disputes can be complicated and requires the management to make significant estimates.

- Leases

The Group estimates the lease term of certain contracts in which it acts as a lessee and that provide for renewal options. The Group's assessment of whether or not there is a reasonable certainty of exercising the option affects the estimate of the lease term, significantly impacting the amount of lease liabilities and right-of-use assets recognised.

(b) Consolidation criteria and scope

(i) Business combinations

The Group records business combinations by applying the acquisition method on the date on which it actually obtains control of the acquiree. The transferred consideration and the identifiable net assets acquired are usually recognised at fair value. The carrying amount of goodwill is tested for impairment on an annual basis to identify any impairment losses. Any gain arising from a bargain purchase is recognised immediately in profit or loss for the year, whereas costs related to the business combination, other than those related to the issue of debt or equity instruments, are recognised as expense in profit or loss for the year when incurred.

The amounts related to the termination of a pre-existing relationship are excluded from the transferred consideration. Normally, these amounts are recognised in profit or loss for the year.

The contingent consideration is recognised at fair value at the acquisition date. If the contingent consideration is classified as equity, it is not recalculated and its subsequent settlement is directly accounted for in equity. Otherwise, subsequent changes in the fair value of the contingent consideration are recognised in profit or loss for the year.

If the incentives recognised in share-based payments (replacement awards) are exchanged with awards held by employees of the acquiree (acquiree awards), the amount of these replacement awards of the acquiree is fully or partially included in the measurement of the transferred consideration for the business combination. This measurement considers the difference of the market value of the replacement awards compared to that of the acquiree awards and the proportion of replacement awards that refers to services provided before the business combination.

(ii) Non-controlling interests

Non-controlling interests are measured in proportion to the relevant share of identifiable net assets of the acquiree on the acquisition date.

The changes in the equity investment of the Group in a subsidiary that do not imply the loss of control are accounted for as transactions between owners.

(iii) Subsidiaries

Subsidiaries are companies controlled by the Group, or for which the Group is exposed to variable returns deriving from its relationship with the body, or has claims over those returns, while having the ability to affect them by exercising its power over the body. The financial statements of subsidiaries are included in the consolidated financial statements from the time when the parent starts to exercise control until the time when this control ends. Where necessary, the accounting policies of subsidiaries were changed to align them with the Group's accounting policies.

Company name % held as at 31/12/2021 Registered office Share capital
Openjob Consulting S.r.l. 100% Gallarate, Via Marsala 40/C EUR 100,000
Seltis Hub S.r.l. 100% Milan, Via Bernardino Telesio 18 EUR 110,000
H.C. S.r.l. 92.86% Milan, Via Bernardino Telesio 18 EUR 40,727
Family
Care
S.r.l.
Employment
Agency
100% Milan, Via Bernardino Telesio 18 EUR 1,100,000
Lyve S.r.l. 50.66% Milan, Via Bernardino Telesio 18 EUR 451,758
Quanta S.p.A. 100% Milan, Via Assietta 19 EUR 600,000
Quanta Risorse Umane S.p.A. 100% Milan, Via Assietta 19 EUR 300,000

The subsidiaries included in the consolidation scope as at 31 December 2021 are shown below:

With a deed of 26 April 2021, Seltis Hub S.r.l., a company 100% owned by Openjobmetis S.p.A., merged by incorporation of the company Jobdisabili S.r.l., previously 100% owned by Openjobmetis S.p.A.

On 21 May 2021, Openjobmetis S.p.A. acquired 100% of the share capital of Quanta S.p.A., operating in the sector of temporary work or the professional supply of permanent or temporary labour. In turn, Quanta S.p.A. controls 100% of the share capital of Quanta Risorse Umane S.p.A., a company focused on the analysis, design and implementation of training, coaching and updating of human resources and other outsourced services. The consideration of EUR 24,817 thousand paid as part of the aforementioned transaction was made up as follows:

  • Cash and cash equivalents: EUR 20,000 thousand;
  • Shares of Openjobmetis S.p.A. for a total of 528,193, equal to EUR 4,817 thousand, measured at fair value at the closing date of the transaction.

The subsidiaries included in the consolidation scope as at 31 December 2020 are shown below:

Company name % held as at 31/12/2020 Registered office Share capital
Openjob Consulting S.r.l. 100% Gallarate, Via Marsala 40/C EUR 100,000
Seltis Hub S.r.l. 100% Milan, Via G. Fara 35 (*) EUR 110,000
H.C. S.r.l. 92.86% Milan, Via G. Fara 35 (*) EUR 40,727
Family
Care
S.r.l.
Employment
Agency
100% Milan, Via G. Fara 35 (*) EUR 1,100,000
Jobdisabili S.r.l. 100% Milan, Corso Italia 22 (*) EUR 29,432
Lyve S.r.l. 50.66% Milan, Via Boscovich, 23 (*) EUR 451,758

(*) change of registered office during 2021.

(iv) Loss of control

In the case of loss of control, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and other equity components related to the subsidiaries. Any profit or loss deriving from the loss of control is recognised in profit or loss for the year. Any equity investment retained in the former subsidiary is measured at fair value at the date of loss of control.

(v) Transactions derecognised during the consolidation

During the preparation of the consolidated financial statements, the balances of intragroup transactions as well as intragroup unrealised revenue and costs are derecognised. Unrealised gains deriving from transactions with equity-accounted investees are derecognised in proportion to the Group's interest in the body. Unrealised losses are derecognised in the same way as unrealised gains to the extent that there are no indicators showing impairment.

(c) Cash and cash equivalents

Cash and cash equivalents include cash balances and sight deposits and are recognised at their nominal amount, which corresponds to their fair value.

(d) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments include investments in equities and debt instruments, trade and other receivables, financial liabilities, trade and other payables.

Trade receivables and debt securities issued are recognised when they arise. All other financial assets and financial liabilities are initially recognised at the trade date, i.e. when the Group becomes a contractual party to the financial instrument.

Except for trade receivables that do not contain a significant financing component, financial assets are initially measured at fair value plus or minus, in the case of financial assets or financial liabilities not measured at FVTPL, the transaction costs directly attributable to the acquisition or issue of the financial asset. At the time of initial recognition, trade receivables that do not have a significant financing component are measured at their transaction price.

At the time of initial recognition, a financial asset is classified according to its assessment: amortised cost; fair value through other comprehensive income (FVOCI); or fair value through profit or loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition, unless the Group changes its business model for the management of financial assets. In this case, all financial assets concerned are reclassified on the first day of the first year following the change in business model.

A financial asset shall be measured at amortised cost if both of the following conditions are met and it is not designated at FVTPL: the financial asset is held within the framework of a business model whose objective is the possession of financial assets aimed at collecting the related contractual cash flows; and the contractual terms of the financial assets involve, at certain dates, cash flows exclusively represented by payments of capital and interest on the amount of capital to be returned.

At the time of initial recognition of an equity instrument not held for trading purposes, the Group may make the irrevocable decision to present subsequent changes in fair value in other comprehensive income (expense). This decision is made for each asset.

A financial asset shall be measured at FVOCI if both of the following conditions are met and it is not designated at FVTPL: the financial asset is held within the framework of a business model whose objective is achieved either through the collection of the contractual cash flows or through the sale of the financial assets, and the contractual terms of the financial assets involve, at certain dates, cash flows exclusively represented by payments of capital and interest on the amount of capital to be returned.

At the time of initial recognition of an equity instrument not held for trading purposes, the Group may make the irrevocable decision to present subsequent changes in fair value in other comprehensive income (expense). This decision is made for each asset.

All financial assets not classified as measured at amortised cost or FVOCI, as indicated above, are measured at FVTPL.

At the time of initial recognition, the Group may irrevocably designate the financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting asymmetry that otherwise would result from the measurement of the financial asset at amortised cost or FVOCI.

For the purposes of assessment, the "capital" is the fair value of the financial asset at the time of initial recognition, while the "interest" constitutes consideration for the time value of money, for the credit risk associated with the amount of capital to be returned during a given period of time and for other risks and base costs linked to the loan (for example, liquidity risk and administrative costs), as well as the profit margin.

In assessing whether the contractual cash flows are represented exclusively by payments of principal and interest, the Group considers the contractual terms of the instrument. Therefore, it assesses, among other things, whether the financial asset contains a contractual clause that changes the timing or the amount of the contractual cash flows so as to not meet the following condition. For the purposes of the assessment, the Group considers: contingent events which would alter the timing or amount of the cash flows; clauses which may adjust the contractual interest rate of the coupon, including variable rate components; prepayment and extension components; and clauses which limit requests of cash flows by the Group from specific assets (for example, non-recourse components).

The financial assets of the Group, relating to trade and other receivables, are classified as measured at amortised cost. These financial assets are then recognised as described above, and subsequently measured at amortised cost in accordance with the effective interest method. Impairment losses are deducted from the amortised cost. Interest income, exchange rate gains and losses and impairment losses are recognised in profit or loss for the year as well as any gains or losses on derecognition.

Before 1 January 2018, these financial assets were measured at amortised cost using the effective interest method, less impairment losses.

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL when it is held for trading, represents a derivative or is designated as such upon initial recognition. Financial liabilities at FVTPL are measured at fair value and any changes, including interest expense, are recognised in the profit or loss for the year. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and exchange rate gains and losses are recognised in profit or loss for the year, as well as any gains or losses deriving from derecognition. The Group's financial liabilities are classified as measured at amortised cost.

Financial assets are derecognised when the contractual rights to the cash flows arising therefrom expire, when the contractual rights to receive the cash flows within the scope of a transaction in which substantially all the risks and rewards incidental to the ownership of the financial asset are transferred or when the Group neither transfers nor retains substantially all the risks and rewards incidental to the ownership of the financial asset and does not maintain control of the financial asset.

The Group proceeds to derecognise a financial liability when the obligation specified in the contract has been fulfilled or cancelled or has expired. The Group also derecognises a financial liability when

the associated contractual terms are changed and the cash flows of the modified liability are substantially different. In this case, a new financial liability is recognised at fair value on the basis of the modified contractual terms. The difference between the accounting value of the extinguished financial liability and the consideration paid (including assets not represented by cash transferred or liabilities assumed) is recognised in the profit or loss for the year.

Financial assets and liabilities may be offset and the amount resulting from offsetting is presented in the statement of financial position if, and only if, the Group currently has the legal right to offset such amounts and intends to adjust the balance on net bases or recover the asset and adjust the liability simultaneously.

Trade and other receivables

Trade and other receivables are identified as financial assets measured at amortised cost, and are initially recognised at the transaction price for trade receivables and at fair value for other receivables, which generally corresponds to their nominal amount, and subsequently measured at amortised cost net of any impairment losses identified. The impairment test of receivables is based on the present value of expected cash flows.

Allowances for impairment are always measured at an amount equal to the expected losses along the life of the receivable; the Group takes into consideration reasonable and supportable information that is relevant and available. This includes quantitative and qualitative information and analyses, based on the past experience of the Group, on credit assessment as well as forwardlooking information.

Loans and borrowings

Payments on account and loans and borrowings are initially recognised at the fair value of the amount received, net of directly attributable additional charges. Subsequently, they are measured at amortised cost using the effective interest rate method. They are classified as current liabilities or non-current liabilities according to their settlement date.

Trade and other payables

Trade and other payables, the due date of which falls within normal current commercial terms, are initially recognised at fair value and subsequently recorded at amortised cost.

Derivative financial instruments

The Group uses financial derivatives to hedge its exposure to risks of changes in interest rates. Derivatives are initially recognised at fair value; attributable transaction costs are recognised in profit or loss when incurred. After initial recognition, derivatives are measured at fair value. Their changes are accounted for as described below. At the initial designation of the hedge, the Group documents the relationship between the hedging instruments and the hedged item, including the risk management objectives, the strategy for undertaking the hedge, together with the methods that will be used to assess the effectiveness of the hedging instrument. Both at the beginning of the hedge and during its period of validity, the Group assesses whether the hedge is expected to be highly effective in offsetting the changes in fair value or cash flows attributable to their hedged items during the period for which the hedge is designated and if the actual results of each hedging range from 80% to 125%. In cash flow hedging transactions of a forecast transaction, the transaction must have a high probability of occurring and must present an exposure to changes in cash flows that could have an effect on profit or loss.

Changes in the fair value of the derivative designated as a cash flow hedge are recognised directly in equity to the extent that the hedge is effective. For the ineffective portion, changes in fair value are recognised in profit or loss.

Hedge accounting, as indicated above, is discontinued prospectively if the instrument designated as a hedge no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised. The accumulated gain or loss is kept in equity until the envisaged transaction occurs. When the hedged item is a non-financial asset, the amount recognised in equity is transferred to the carrying amount at the time at which it is recognised. In other cases, the amount recognised in equity is transferred to profit or loss in the same year in which the hedged item affects profit or loss.

(e) Share capital – purchase and reissue of ordinary shares (treasury shares)

In the event of the repurchase of shares recognised in equity, the consideration paid, including any costs directly attributable to the transaction are recognised as a decrease in equity. Repurchased shares are classified as treasury shares and recorded in the reserve for treasury shares. The consideration received from the subsequent sale or reissue of treasury shares is recorded as an increase in equity. Any increase or decrease resulting from the transaction is recorded in the share premium reserve.

(f) Property, plant and equipment

An item of property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

The historical cost includes any costs directly attributable to the acquisition of the asset.

If significant components have different useful lives, these components are recorded separately.

The cost of an asset produced on a time and materials basis includes the cost of materials used and of direct labour as well as other directly attributable costs for taking the asset to the location and under the conditions required for working as intended by company management.

Costs incurred after initial recognition of an item of property, plant and equipment are added to the carrying amount of the asset to which they refer if it is probable that the related future benefits will flow to the Group if the cost of the item can be reliably measured. Ordinary maintenance costs of property, plant and equipment are recognised in profit or loss during the year in which they are incurred.

The gains and losses generated by the sale of any property, plant or equipment are determined as the difference between the net proceeds on the sale and the carrying amount of the asset, and are recognised in profit or loss at the time of the disposal.

Depreciation is charged to profit or loss on a straight-line basis over the expected useful life of each item of property, plant and equipment estimated by the Group, which is reviewed every year and changes, where necessary, are applied prospectively.

Assets Depreciation
Property 33.3 years
Telephone systems 4 years
Electric installations 6.6 years
Furniture and fixtures 8.3 years
Electronic office machines 5 years
Signs 6.6 years
Sundry equipment 6.6 years
Motor vehicles 4 years
Alarm systems 3.3 years

The estimated useful lives in the years under review are as follows:

Leasehold improvements are depreciated over the shorter between the useful life and the term of the contract to which they refer.

(g) Leased assets

At the inception of the lease, the Group recognises the right-of-use asset and the lease liability. The right-of-use asset is initially measured at cost, including the amount of the initial measurement of the lease liability, adjusted by the payments due for the lease made at or before the start date, increased by the initial direct costs incurred and an estimate of the costs that the lessee will have to incur to dismantle and remove of the underlying asset or to restore the underlying asset or site where it is located, net of lease incentives received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the start date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group at the end of the lease term or, considering the cost, for the right of use, it is expected that the Group will exercise the purchase option. In this case, the right-of-use asset will be depreciated over the useful life of the underlying asset, determined on the same basis as that of property and equipment. In addition, the right-of-use asset is regularly reduced by any impairment losses and adjusted to reflect any changes resulting from subsequent valuations of the lease liability.

The Group measures the lease liability at the present value of the lease payments not paid at the inception date, discounting them using the interest rate implicit in the lease. Where it is not possible to determine this rate easily, the Group uses the incremental borrowing rate. Generally, the Group uses the incremental borrowing rate as the discount rate.

The marginal borrowing rate of the Group is calculated on the basis of the interest rates obtained from various external sources of financing by making some adjustments that reflect the conditions of the lease and the type of leased asset.

The lease liability is measured at amortised cost using the effective interest method and remeasured in the event of a change in future lease payments resulting from a change in an index or a rate, in the event of a change in the amount expected by the Group to be due under residual value guarantees or when the Group changes its assessment with reference to whether it will exercise a purchase, extension or termination option, or in the event of a revision of in-substance fixed lease payments.

When the lease liability is remeasured, the lessee makes a corresponding change to the right-of-use asset. If the carrying amount of the right-of-use asset is reduced to zero, the lessee recognises the change in the profit or loss for the year.

The Group recognised new assets and liabilities mainly for its leases on properties at the headquarters and from which its branches operate, and for leases on company cars. In general, real

estate leases have a term of six years and contain an option to renew for a further six years exercisable at the end of the binding period, while car leases have a term of three or four years and do not contain an option to renew. Real estate leases allow the Group to withdraw from the contract with six months' notice.

The Group decided not to recognise right-of-use assets and lease liabilities relating to low-value assets and short-term leases. The Group recognises the related lease payments as an expense on a straight-line basis over the lease term.

(h) Intangible assets and goodwill

(h.1) Goodwill

Goodwill is recognised at cost, net of accumulated impairment losses, calculated as indicated below.

Goodwill is tested for impairment based on expected future cash flows on an annual basis or more frequently if events or changes in circumstances that may give rise to any impairment losses occur. The impairment loss is not reversed if the reasons that generated it no longer exist. Please see section (i) Impairment losses below.

(h.2) Customer relations

The value of customer relations was recorded based on the fair value identified on 30 June 2007, the business combination date between "Wm S.r.l." and the former "Openjob S.p.A.". The historical cost increased due to the acquisition of the business unit of "J.O.B. S.p.A." in 2009, the business combination with "Metis S.p.A" in 2011 and, lastly, the acquisition of the "Noi per Voi S.r.l" customer database on 1 July 2016 and, finally, following the acquisition of the company "Quanta S.p.A." in the course of 2021.

The value of customer relations was amortised based on the economic useful life estimated by the appraisals prepared by independent experts: 7.5 years for the business combination between "Wm S.r.l." and the former "Openjob S.p.A." and the acquisition of the business unit "J.O.B. S.p.A.", and 4.5 years for the business combination with Metis S.p.A and for the acquisition of the "Noi per Voi S.r.l." Customer Database, and finally 8 years for the acquisition of "Quanta S.p.A.".

(h.3) Other intangible assets

Other intangible assets acquired by the Group, which have a finite useful life, are recognised at cost, less accumulated amortisation and accumulated impairment losses and mainly include the software purchased from third parties and amortised over three years, and the value of the Databook

software developed internally (in use from 2017) and the Meritocracy platform, both amortised over five years.

(i) Impairment losses

(i.1) Financial assets

A financial asset is impaired if there is any objective evidence that one or more events have had a negative effect on the expected estimated cash flows of that asset.

An impairment loss on a financial asset measured at amortised cost is the difference between the carrying amount and the present value of the estimated cash flows, discounted at the original effective interest rate.

Individually significant financial assets are tested separately to determine whether they have been impaired. The other financial assets are tested collectively for groups with similar credit risk characteristics.

All expected impairment losses are recognised in profit or loss.

Expected impairment losses are reversed if the subsequent increase in value can be objectively related to an event that occurred after the impairment. The reversal is recognised in profit or loss.

(i.1.1) Trade receivables

The Group accrues a provision for impairment that reflects the estimate of losses on trade receivables, whose main components are the individual impairment of significant exposures or those subject to disputes and collective impairment of homogeneous groups by nature and maturity of receivables against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Group's point of view about the economic conditions over the entire expected life of the assets. The same methods were applied to Quanta S.p.A. and Quanta Risorse Umane S.p.A., acquired during the year. Therefore, the loss allowance is calculated based on estimates of impairment losses that the Group expects to incur and takes into account multiple elements, including:

  • receivables' ageing;
  • customers' solvency;
  • prior historical experience, adjusted if necessary by scalar factors to reflect the economic conditions estimated over the entire expected lives of the receivables.

When there is certainty that it will not be possible to recover the amount due, the amount considered irrecoverable is written off directly from the related financial asset.

The loss allowance for financial assets measured at amortised cost is deducted from the gross carrying amount of the assets.

(i.2) Non-financial assets

At the end of each reporting period, the Group tests the carrying amounts of its financial assets for impairment. If this test shows that the assets have actually been impaired, the Group estimates their recoverable amount. The recoverable amount of goodwill and of the intangible assets that are not yet available for use is estimated at each reporting date.

When the carrying amount of an asset or of a cash generating unit exceeds its recoverable amount, the Group recognises the related impairment loss. A cash generating unit is the smallest identifiable group of assets that generates cash inflows largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognised in profit or loss. Impairment losses of cash generating units are charged first of all as a reduction of the carrying amount of the goodwill assigned to the cash generating unit and, secondly, as a reduction of the other assets of the unit (group of units) proportionally to the carrying amount.

The recoverable amount of an asset or of a cash generating unit is the higher of its value in use and its fair value less costs to sell. To determine the value in use, the Group uses the estimated expected cash flow discounting method. The cash flows are discounted by using a discount rate that reflects the current market evaluations of the time value of money and of the asset's specific risks (WACC - weighted average cost of capital). Expected cash flows are inferred from plans approved by the competent Board of Directors.

Impairment losses of goodwill cannot be reversed. In the case of other assets, at each reporting date, impairment losses recognised in previous years are measured in order to recognise the existence of any indication suggesting the possible reduction or non-existence of the loss. The impairment of an asset is reversed when a change occurs in the valuations used for calculating the recoverable amount. The carrying amount resulting from the reversal of the impairment loss must not exceed the carrying amount that would have been determined (net of amortisation) if the impairment loss on the asset had never been recorded.

(l) Taxes

Taxes for the year include current taxes and deferred taxes. Income taxes are recognised in profit or loss, except those related to transactions recognised directly in equity that are accounted for in it.

Current taxes represent the estimate of the amount of the income taxes due, calculated on the taxable profit for the year, determined by applying the tax rates in force or essentially in force at the end of the reporting period and any adjustment to the amount related to the previous years.

Deferred taxes are allocated in compliance with the equity method, calculating the temporary differences between the carrying amounts of assets and liabilities recorded in the separate financial statements and the corresponding values recognised for tax purposes. Deferred taxes are not allocated for the following temporary differences: initial recognition of goodwill, initial recognition of assets or liabilities in a transaction other than a business combination that does not affect the accounting profit or the taxable profit, as well as in the case of differences relating to investments in subsidiaries and companies subject to joint control for which it is possible to control the cancellation time and it is likely that in the foreseeable future the temporary difference will not be reversed. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable in the year in which the asset or the liability to which they refer will be realised or discharged, respectively, on the basis of tax rates established by the measures in force or essentially in force at the reporting date.

Deferred tax assets are recognised to the extent that a future taxable profit against which these assets can be used may be available. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefit will be achieved.

Additional income taxes resulting from the distribution of dividends are accounted for when the liability for the dividend payment is recognised. There are no reserves that will be taxed when distributed.

(m) Provisions

The Group recognises a provision when it has assumed a (legal or constructive) obligation, which can be reliably estimated and is the result of a past event, and it is also likely that the utilisation of resources that can produce economic benefits will be necessary to fulfil the obligation. The amount of the provision is represented by the present value of expected estimated cash flows discounted at a pre-tax rate that reflects current market evaluations of the present value of money and the risks

specific to the liability.

The Group recognises a provision for restructuring when the detailed and formal programme for restructuring has been approved and the restructuring has either started or been publicly announced. No provisions have been set aside for future operating costs.

(n) Employee benefits

Defined contribution plans

Contributions to defined contribution plans are recognised as a cost in profit or loss in the year in which they are incurred. Contributions paid in advance are recognised under Assets to the extent that the advance payment will result in a reduction of future payments or a refund.

Defined benefit plans

The Group's net liability deriving from defined benefit plans is calculated separately for each plan by estimating the amount of the future benefit that the employees accrued in exchange for their services carried out in the current year and in prior years; this benefit is discounted and the fair value of plan assets is deducted from the liabilities.

The calculation is carried out by a third-party consultant using the projected unit credit method. If the calculation generates a benefit for the Group, the amount of the asset recognised is limited to the present value of the economic benefits available in the form of repayments from the plan or of reductions in future contributions of the plan. In order to determine the present value of the economic benefits, minimum funding requirements that apply to any plan in the Group are considered.

Actuarial gains and losses, returns on plan assets (excluding interest) and the effect of the ceiling of the asset (excluding any interest) that arise as a result of revaluations of the net liability for defined benefit plans are immediately recognised in other comprehensive income (expense). Net interest for the year on the liability/(asset) for defined benefits are calculated by applying the discount rate used for discounting the defined-benefit obligation to the liability/(asset), calculated at the beginning of the year, considering any changes in the liability/(asset) for defined benefits occurred during the year following the payment of contributions and benefits. Net interest and other costs relating to defined benefit plans are recognised in the profit or loss for the year.

When changes are made to the benefits of a plan or when the plan is curtailed, the portion of the economic benefit related to past services or the gain or loss deriving from the curtailment of the plan are recognised in profit or loss for the year when the adjustment or the reduction occurs.

The post-employment benefits due to the employees pursuant to Article 2120 of the Italian Civil Code fall within defined benefit pension plans, plans based on the working life of employees and on the remuneration received by the employee during a previously established service period.

In particular, the liability for post-employment benefits is recorded in the financial statements based on its actuarial value, as it qualifies as an employee benefit payable under a defined benefit plan. Recognition in the financial statements requires estimating with actuarial techniques the amount of employee benefits accrued in exchange for the work carried out in the current and prior years and the discounting of these benefits in order to determine the present value of the commitments of the Group.

Italian law no. 296 of 27 December 2006 (2007 Finance Act) introduced new rules for postemployment benefits accruing from 1 January 2007.

Following the supplementary pension reform:

  • the portions of post-employment benefits accrued up until 31 December 2006 remain at the company;

  • the portions of post-employment benefits accruing since 1 January 2007 must, at the employee's option, according to explicit or tacit acceptance:

a) be allocated to supplementary pension plans;

b) be held by the company, which will transfer the portions of post-employment benefits to the treasury fund managed by INPS (the Italian Social Security Institution).

In both cases, the portions of post-employment benefits accrued after 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) are considered as a defined contribution plan.

The 2007 Finance Act did not involve any amendment in the accrued post-employment benefits as at 31 December 2006, which therefore fall within the defined benefit pension plans. Moreover, as a result of the new regulations introduced by the 2007 Finance Act, the post-employment benefits "accrued" before 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) undergo a significant change in calculation since the actuarial assumptions previously linked to salary increases no longer exist. More specifically, the liability related to the "accrued post-employment benefits" is measured using actuarial techniques as at 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) without applying the pro-rata (years of service already worked/total years of service), in that

the employee benefits up until 31 December 2006 (or on the date the choice is made in the case of allocation to supplementary pension plans) can be considered almost entirely accrued (with the sole exception of revaluation). It follows that, for the purposes of this calculation, "current service costs" related to future employee work must be considered null and void in that they are represented by payments of contributions to supplementary pension funds or to the INPS treasury fund.

Current benefits

Current employee benefits are recognised as a cost on an undiscounted basis when the service giving rise to such benefits is supplied.

The Group recognises a liability for the amount expected to be paid in the form of profit sharing and incentive schemes when it has an actual, legal or constructive obligation to make such payments as a result of past events and the obligation can be reliably estimated.

Non-current employee benefits

The Group's liability as a result of non-current employee benefits corresponds with the amount of the future benefit that the employees have earned for work done in the current year and in previous years. This benefit is discounted. Revaluations are recognised in profit or loss for the year when they arise.

Termination benefits

Termination benefits are recognised as an expense when the Group has committed without possibility of withdrawal to provide such benefits, or when the Group recognises restructuring costs, whichever is earlier. Benefits that are entirely payable more than twelve months after the end of the financial year are discounted.

Share-Based Payments

The fair value of the amount due to employees with regard to the share revaluation rights, settled in cash, is recognised as a cost with a corresponding increase in liabilities over the period during which employees become entitled to the unconditional right to receive the payment. The liability is measured at the end of each reporting period and at the settlement date on the basis of the fair value of the rights of share revaluation. Any changes in the fair value of the liability are recognised in profit or loss as personnel costs.

The fair value of the amount payable to employees with regard to the share revaluation rights, settled in shares, is recognised as a cost with a corresponding increase in equity over the period

during which employees become entitled to the unconditional right to receive the shares. Any changes in fair value after the date of assignment do not affect the initial valuation. At the end of each financial year, the estimate of the number of rights that will accrue at maturity ("non-market based" component) is updated.

(o) Revenue

The Group operates primarily in the provision of services relating to the supply of contract workers, for which a single performance obligation can be identified and it is deemed that the customer simultaneously receives and consumes the benefits of the services provided by the Group. The measurement of the degree of progress in fulfilling the contract obligation is related to the physical presence of the worker at the customer's premises and the service provided is invoiced on a monthly basis. In the determination of the contract consideration, there are no significant variable amounts, significant advance or deferred payment conditions with respect to sector practices or amounts paid to customers that are not considered a reduction of the contract consideration.

(p) Contributions

Capital contributions and grants related to income are recognised when there is a reasonable certainty that the Group will meet the conditions for obtaining the grants and that the grants will be received. Capital contributions are recorded in the statement of financial position as deferred revenue under "Other payables" and systematically recognised in profit or loss against depreciation of the assets for which the grant was received. Grants related to income are recognised in profit or loss under the item "Other income".

(q) Financial income and expense

Financial income includes interest income on invested cash, dividends, income from the sale of available-for-sale financial assets, changes in fair value of financial assets measured through profit or loss, exchange rate gains and gains on hedging instruments through profit or loss. Interest income is recognised in profit or loss on an accruals basis using the effective interest method. Dividends are recognised when the right of the Group to receive payment is established.

Financial expense includes interest expense on loans and finance leases, exchange rate losses, changes in fair value of financial assets measured at fair value through profit or loss, expected impairment losses on financial assets and losses on hedging instruments recognised in profit or loss. Costs related to loans and finance leases are recognised in profit or loss using the effective interest method.

(r) New standards published but not yet adopted

The following new standards or amendments to the standards are not expected to have significant effects on the consolidated financial statements of the Group:

  • Classification of liabilities as current or non-current (amendments to IAS 1);
  • Definition of accounting estimates (amendments to IAS 8);
  • Disclosure of accounting policies (amendments to IAS 1 and IFRS Practice Statement 2);
  • Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28).

(s) Financial risk management

The Group is exposed to the following risks arising from the use of financial instruments:

  • credit risk;
  • liquidity risk;
  • interest rate risk.

This section provides information on the Group's exposure to each of the above risks, the objectives, policies and processes for managing those risks and the methods used to measure them, as well as the management of the Group's capital.

The Board of Directors of Openjobmetis S.p.A. is responsible for creating and overseeing the Group's risk management system.

The purpose of the risk management policies of the Group is to identify and analyse the risks to which it is exposed, establish proper limits, and control and monitor the risks and the observance of such limits. These policies and related systems are revised regularly to reflect any changes in the market conditions and the Group's activities. Through training, standards and management procedures, the Group aims to create a regulated and constructive control environment in which its employees are aware of their roles and responsibilities.

(i) Credit risk

Credit risk is the risk that a customer or counterparty to a financial instrument will cause a financial loss by failing to fulfil an obligation, and mainly derives from the Group's trade receivables.

The Group's exposure to credit risk mainly depends on the specific characteristics of each customer. The Group's customer portfolio consists of many customers, and does not show

significant levels of concentration in a few customers. The main type of customer consists of medium-small sized companies, operating in almost all sectors. There is no strong geographic concentration; part of it is mainly located in the regions of central and northern Italy. Any deterioration in the general economic environment or negative credit market developments could have adverse effects on customer relations, compromising the possibility for the Group to recover its trade receivables and influencing the management of working capital.

It cannot be excluded that any breach of customers' payment obligations, or the mere delay in the execution of such payments, may reduce the liquidity available to the Group, increasing the need for additional sources of funding.

The Group keeps the customer base diversified, and consequently it reduces the risks associated with debt recovery.

Before supplying contract workers, a proper evaluation procedure is carried out requiring that the creditworthiness of each new customer be analysed individually before offering the standard conditions in terms of payment and supply. This analysis also includes external assessments, where available, and, in some cases, banking information. Supply limits, representing the maximum credit line beyond which the direct approval of management is required, are established for each customer.

The overall amount due from customers mainly consists of the total expense of the contract worker's remuneration, which in addition to the elements of normal remuneration as per the National labour agreement of reference, also includes remuneration accrued but not paid (thirteenth month and fourteenth month pay, holidays plus any other element), the margin and VAT calculated only on the margin of the Group.

Splitting the macro items that determine the value of the trade receivable offers a different degree of legal protection of the trade receivable. In fact, in case of customer bankruptcy, only the portion of receivable representing the remuneration of the contract worker is secured during repayment.

For the measurement, please see section (i) Impairment losses (i.1) Financial assets

(ii) Liquidity risk

Liquidity risk is the risk that the Group has difficulty in meeting the obligations related to financial liabilities. The approach of the Group to liquidity management is to ensure, as much as possible, that there are always sufficient funds to fulfil its obligations when due, both in normal conditions and during financial tension, without having to bear excessive costs or run the risk of damaging its reputation.

The Group monitors the economic and financial performance of each branch thus facilitating the monitoring of liquidity requirements and optimising the return on investments. Generally, the Group makes sure that there are sufficient cash and cash equivalents to cover expected operating costs for a period of 60 days, including those relating to liabilities represented by "Contract worker Benefits" and to related social security contribution liabilities.

Moreover, the Group has had the following credit lines over the years:

Financial year 2021

  • EUR 5 million of revolving credit lines, at an average interest rate equal to the six-month Euribor plus 1.40%, subject to compliance with an economic and financial covenant as described below;
  • EUR 118 million of credit lines that can be used against presentation of short-term trade receivables, generally at a variable rate linked to the Euribor.

Financial year 2020

  • EUR 15 million of revolving credit lines, at an average interest rate equal to the six-month Euribor plus 1.40%, subject to compliance with an economic and financial covenant as described below;
  • EUR 94 million of credit lines that can be used against presentation of current trade receivables, generally at a variable rate linked to the Euribor;
  • EUR 15 million in medium/long-term credit lines to be used to deal with any epidemiological emergency situation related to Covid-19.

As described below, the Group is subject to compliance with the financial covenant included in the New Loan and calculated on the Group's consolidated financial statements once a year.

The New Loan as at 31 December 2021, provides for certain non-performance events involving the right for the lenders to terminate the loan agreement, or to withdraw therefrom and declare the Company's benefit of postponed payment to be forfeited, as the case may be.

(In thousands of EUR)
Beneficiary Type 2021 2020 Change
A.N.P.A.L. Authorisation pursuant to Italian Legislative Decree no.
276
30,228 27,768 2,460
Third Parties Sureties for participating in tenders 500 567 (67)

Moreover, the Group has the following financial guarantees in place:

Third Parties Sureties for leases 891 763 128
Total 31,619 29,098 2,521

The guarantees given in favour of the A.N.P.A.L. (Italian National Agency for Active Labour Market Policies) refer to the legal requirement to issue appropriate guarantees for the amount due to workers employed on temporary employment contracts.

Sureties for leases refer to guarantees given in favour of various owners of the buildings in which the head office of the Group and some branches are located.

(iii) Interest rate risk

The Group's financial indebtedness has variable interest rates, therefore the Group could be exposed to the risks related to fluctuations in these rates. To address these risks, the Group has adopted partial hedging instruments against the risk of interest rate changes. More specifically, derivative contracts that qualify as "hedging instruments" have been concluded, aimed at transforming the variable rates applied into average fixed rates on the hedged portion of the loan, equal to 50% of the nominal value of the amortising line for the first three years.

It cannot be excluded that any unpredictable fluctuations in interest rates may have adverse effects on the Group's financial position.

(t) Segment Reporting

For the purposes of IFRS 8 Operating Segments, the Group only has one operating segment. For a more detailed analysis of the outlook and the operating indicators, please refer to the directors' report.

3. Acquisitions of subsidiaries and non-controlling interests

The original goodwill of EUR 45,999 thousand generated as from 1 July 2007 mainly refers to the skills and technological knowledge of the personnel of the Openjob S.p.A. group (with particular reference to Openjob S.p.A., In Time S.p.A. and Quandoccorre S.p.A.) acquired in June 2007 by WM S.r.l., which was subsequently the subject of a reverse merger into Openjob S.p.A.

Moreover, during this business combination, the customer relations of Openjob S.p.A. and of the subsidiary Intime S.p.A. amounted to EUR 2,472 thousand and EUR 1,390 thousand, respectively, on the basis of an appraisal drawn up by an independent expert.

Following the acquisition and subsequent merger by incorporation of Metis S.p.A., which took place on 31 December 2011, the difference between the consideration paid and the fair value of the net assets acquired amounted to Euro 27,164 thousand.

In the following years, in relation to various acquisitions, goodwill increased by EUR 26,063 as shown below:

  • In 2013 for Corium by EUR 383 thousand;
  • In 2018 for Meritocracy by EUR 288 thousand;
  • In 2018 for HC by EUR 604 thousand;
  • In 2020 for Jobdisabili by EUR 169 thousand;
  • In 2020 for Lyve by EUR 519 thousand;
  • Lastly, in 2021 for Quanta by EUR 24,100 thousand, as described in the following points.

On 26 May 2021, the Group completed the acquisition of 100% of the share capital of Quanta S.p.A. and, indirectly, of 100% of its subsidiary Quanta Risorse Umane S.p.A.

At consolidated level, the newly acquired companies generated revenue of EUR 65,737 thousand and a loss of EUR 709 thousand in the period between the acquisition date and 31 December 2021.

Consideration paid

The table below summarises the fair value at the acquisition date of the consideration paid in order to acquire 100% of the share capital of Quanta S.p.A. and, indirectly, of 100% of the share capital of subsidiary Quanta Risorse Umane S.p.A.:

(In thousands of EUR)
Cash and cash equivalents 20,000
Equity instruments (528,193 ordinary shares) 4,817
Total 24,817

It should be noted that the value of the ordinary shares transferred is based on the fair value of the share as at 26 May 2021, equal to EUR 9.12 per share. The cash outlay of EUR 14,932 thousand shown in the statement of cash flows relates to the amount paid to the seller in cash (EUR 20,000 thousand) net of cash acquired (EUR 5,068 thousand, as also indicated in the table below).

Acquisition-related costs

The Group incurred costs related to the acquisition and integration, amounting to EUR 1,186 thousand, relating to legal expenses and due diligence costs, so-called "deal costs" and EUR 533 thousand for costs relating to personnel reorganisation.

Identifiable assets acquired and liabilities assumed

Below is a summary of the fair value of the assets acquired and liabilities assumed as a result of the acquisition of Quanta S.p.A. and its subsidiary Quanta Risorse Umane S.p.A.:

(In thousands of EUR)
Non-Current Assets
Property, plant and equipment 154
Intangible assets 3,095
Right of use for leases 4,165
Financial assets 206
Deferred tax assets 349
Current Assets
Cash and cash equivalents 5,068
Trade receivables 29,868
Other receivables 4,880
Current tax assets 944
Non-Current Liabilities:
Financial liabilities (8,222)
Employee benefits - Post-employment benefits: (426)
Lease liabilities (3,157)
Deferred tax liabilities (785)
Current Liabilities
Bank loans and borrowings and other financial liabilities (11,090)
Lease liabilities (1,008)
Trade payables (3,179)
Employee benefits (11,360)
Other payables and liabilities (7,799)
Current tax liabilities (596)
Provisions (389)
Total identifiable net assets/(liabilities) 717

Revenue generated by the newly acquired companies from 1 January 2021 to the acquisition date amounted to approximately EUR 50,340 thousand.

Intangible assets include the recognition of customer relations for an amount of EUR 2,815 thousand.

Trade receivables include gross contractual amounts of EUR 33,967 thousand, of which EUR 5,225 thousand were considered doubtful at the acquisition date and therefore covered by a loss allowance of EUR 4,099 thousand, as part of their recognition at fair value.

The other receivables include a receivable from the seller of Quanta S.p.A. of EUR 2,419 thousand, relating to the portion of receivables deemed doubtful at the acquisition date and which, as specified in the purchase agreement, are guaranteed by the seller if they are not collected within 15 months from the date of signing of the contract, as well as EUR 1,400 thousand for liabilities for which a provision for risks has been set aside, which are also covered by the guarantee of the selling party.

Goodwill

Goodwill arising from the acquisition has been recognised as shown in the table below:

(In thousands of EUR)
Total consideration transferred 24,817
Fair value of identifiable net assets/(liabilities) 717
Goodwill 24,100

This goodwill mainly refers to the skills of "Quanta" in certain business sectors and to the synergies that it is expected to obtain from the integration of the acquired company. Goodwill recognised in the financial statements will not be deductible for income tax purposes.

4. Property, plant and equipment and right of use for leases

The following tables show the changes occurred in this item.

(In thousands of EUR) Land and
buildings
Plant and
equipment
Other items
of property,
plant and
equipment
Other assets Leasehold
improvements
Total
Cost:
Balances as at 1 January 2021 1,692 1,052 4,795 106 179 7,824
Increases 627 111 963 - - 1,701
Decreases (1,289) (421) (2,572) - - (4,282)
Companies acquired - 411 2,888 - - 3,299
Other changes 181 - - - - 181
Reclassification - (27) 27 - - -
Balances as at 31 December 2021 1,211 1,126 6,101 106 179 8,723
Depreciation and impairment losses:
Balances as at 1 January 2021 849 801 3,304 106 179 5,239
Increases 48 74 453 - - 575

(In thousands of EUR) Land and
buildings
Plant and
equipment
Other items
of property,
plant and
equipment
Other assets Leasehold
improvements
Total
Decreases (656) (407) (2,536) - - (3,599)
Companies acquired - 400 2,618 - - 3,018
Other changes 78 - - - - 78
Balances as at 31 December 2021 319 868 3,839 106 179 5,311
Carrying amounts:
As at 1 January 2021 843 251 1,491 - - 2,585
As at 31 December 2021 892 258 2,262 - - 3,412
(In thousands of EUR) Land and
buildings
Plant and
equipment
Other items
of property,
plant and
equipment
Other assets Leasehold
improvements
Total
Cost:
Balances as at 1 January 2020 1,682 988 4,212 106 179 7,167
Increases - 24 594 - - 618
Decreases - - (55) - - (55)
Companies acquired 10 40 44 - - 94
Balances as at 31 December 2020 1,692 1,052 4,795 106 179 7,824
Depreciation and impairment losses:
Balances as at 1 January 2020 789 704 2,967 106 179 4,745
Increases 59 70 343 - - 472
Decreases - - (36) - - (36)
Companies acquired 1 27 30 - - 58
Balances as at 31 December 2020 849 801 3,304 106 179 5,239
Carrying amounts:
As at 1 January 2020 893 284 1,245 - - 2,422
As at 31 December 2020 843 251 1,491 - - 2,585

Land and buildings

The item includes properties in the provinces of Udine, Brescia and Latina; the latter, already owned through a specific finance lease and classified until 2020 under the item "Right of use for leases", was redeemed in 2021; the effects of the transaction are classified in the line "Other changes". It should be noted that during the year the property previously held in the municipality of Rodengo Saiano (BS) was sold in exchange for the purchase of a new property located in Brescia.

Plant and equipment

The Group has some non-current assets mainly related to equipment, plant and furniture at the branches.

Other items of property, plant and equipment

The item mainly includes electronic office machines, furniture and fittings, illuminated signs and motor vehicles.

(In thousands of EUR) Motor vehicles Property Other fixed assets Total
Cost:
Balances as at 1 January 2021 4,127 15,613 81 19,821
Increases 1,005 2,394 75 3,474
Company acquired 497 3,668 - 4,165
Decreases (845) (3,586) (113) (4,544)
Balances as at 31 December 2021 4,784 18,089 43 22,916
Depreciation and impairment losses:
Balances as at 1 January 2021 1,787 5,132 51 6,970
Increases 1,422 3,131 91 4,644
Decreases (845) (2,563) (107) (3,516)
Balances as at 31 December 2021 2,363 5,700 35 8,098
Carrying amounts:
As at 1 January 2021 2,340 10,481 30 12,851
As at 31 December 2021 2,421 12,389 8 14,818

The following table shows the changes in the item "Right of use for leases":

(In thousands of EUR) Motor vehicles Property Total
Cost:
Balances as at 1 January 2020 3,358 12,112 81 15,551
Increases 1,275 3,589 15 4,879
Decreases (506) (88) (15) (609)
Balances as at 31 December 2020 4,127 15,613 81 19,821
Depreciation and impairment losses:
Balances as at 1 January 2020 973 2,564 25 3,562
Increases 1,256 2,614 41 3,911
Decreases (442) (46) (15) (503)
Balances as at 31 December 2020 1,787 5,132 51 6,970
Carrying amounts:
As at 1 January 2020 2,385 9,548 56 11,989
As at 31 December 2020 2,340 10,481 30 12,851

Motor vehicles

This item mainly includes vehicles assigned to personnel under lease agreements. The increases represent the new agreements signed during the year.

Property

This item mainly includes property owned by the Group's head office and operating branches under lease agreements. The increases refer to new lease agreements signed during the year following the opening of new branches and the renewal of existing agreements concluded during the period. The decreases in the item property are mainly representative of the adjustment of the lease term following the notice of cancellations for early terminations in relation to the leases of the Milan Fara offices.

Other fixed assets

This item mainly includes electronic equipment held by the Group under lease agreements.

5. Intangible assets and goodwill

The following tables show the changes occurred in this item.

(In thousands of EUR) Goodwill Customer
relations
Software and
Trademarks
Non-compete
agreement
Research
and
development
costs
Total
Cost:
Balances as at 1 January 2021 75,126 8,205 4,209 - 126 87,666
Increases 24,101 2,832 63 1,500 - 28,496
Decreases - - (222) - (16) (238)
Companies acquired - - 2,434 - 3 2,437
Balances as at 31 December 2021 99,227 11,037 6,484 1,500 113 118,361
Amortisation and impairment losses:
Balances as at 1 January 2021 - 8,153 3,225 - 97 11,475
Increases - 227 554 176 13 970
Decreases - - (221) - - (221)
Companies acquired - - 2,281 - 2 2,283
Balances as at 31 December 2021 - 8,380 5,839 176 112 14,507
Carrying amounts:
As at 1 January 2021 75,126 52 984 - 29 76,191
As at 31 December 2021 99,227 2,657 645 1,324 1 103,854

(In thousands of EUR) Goodwill Customer
relations
Software Research
and
development
costs
Trademarks Assets under
development
and
payments on
account
Total
Cost:
Balances as at 1 January
2020
74,438 8,152 3,768 126 90 113 86,687
Increases 688 53 33 - - - 774
Decreases - - - - - - -
Reclassification - - 113 - - (113) -
Companies acquired - - 205 - - - 205
Balances as at 31
December 2020
75,126 8,205 4,119 126 90 - 87,666
Amortisation and impairment losses:
Balances as at 1 January
2020
- 8,107 2,491 97 - - 10,695
Increases - 46 536 - 8 - 590
Decreases - - - - - - -
Companies acquired - - 190 - - - 190
Balances as at 31
December 2020
- 8,153 3,217 97 8 - 11,475
Carrying amounts:
As at 1 January 2020 74,438 45 1,277 29 90 113 75,992
As at 31 December 2020 75,126 52 902 29 82 - 76,191

Goodwill

At the end of each year, the Group tests goodwill for impairment. The impairment test on goodwill is carried out on the basis of the value in use through calculations based on projected cash flows taken from the approved five-year business plan.

It should be noted that a re-assessment of CGUs took place during 2021; until 31 December 2020, all of the Group's operating assets and liabilities were identified as a single CGU. The analysis carried out was made necessary by the acquisition of Quanta, in respect of which an amount of goodwill equal to EUR 24.1 million was recorded, and by the Group reorganisation process initiated in the recent past, which led to the aggregation of several subsidiaries and the establishment of the subsidiary Family Care.

Compared to the previous year, two separate CGUs have been identified with reference to:

  • all the operating assets and liabilities of the Parent and its subsidiaries, including the newly acquired Quanta S.p.A. and Quanta Risorse Umane S.p.A., excluding Family Care S.r.l. ("Main CGU");
  • the subsidiary, Family Care S.r.l., mainly due to the specific nature of the services provided (personal welfare) and the customers it caters for (private individuals) compared

with the rest of the Group, and the use of a dedicated branch network for its business. This is also in view of the growth in the subsidiary's business volumes recorded in recent years and the development prospects envisaged for the future.

The above is consistent with management's strategic and operational vision, as well as with the level of analytical reporting monitored by management.

The volume of goodwill recorded in the financial statements is fully allocated to the main CGU, considering that the business of Family Care S.r.l. was initiated within the Group and not related to acquisitions made in previous years or in 2021.

The impairment test as at 31 December 2021 was carried out using the Cash Generating Unit as a reference for the above.

The value of the main CGU, to which all of the goodwill recorded in the financial statements has been allocated, was verified by determining the value in use, understood as the current value of expected cash flows (discounted cash flow) using a rate that reflects the specific risks at the valuation date (WACC).

The measurement was carried out on the basis of the 2022-2026 business plan and directly based on that approved by the Board of Directors on 4 February 2022, prepared by management on the basis of the main CGU's historical economic and financial performance, and expected outlook.

In view of the Group's strategy, the expected trend of the reference market and the overall macroeconomic situation, projected cash flows were estimated on the basis of the following assumptions:

  • − Revenue from contract work: the assumption for revenue is a growth of 9.5% in 2022, taking into account that in 2021 Quanta S.p.A. was only consolidated from 1 June, and from 3.4% to 2.3% from 2023 to 2026 also based on expected GDP and inflation figures;
  • − Revenue from other HR services including Personnel Recruitment and Selection: growth of approximately 3.5% over the years of the plan.

To calculate the terminal value, a prudent assumption was adopted of a steady state scenario (grate equal to zero), in which, given a zero growth, the obtainable cash flows on a like-for-like basis and from the year following the year related to the analytical forecasts, was estimated based on the following main assumptions:

− EBITDA, normal average equal to the last year of analytical forecast;

  • − maintenance capital expenditure, equal to approximately EUR 2 million per year;
  • − maintenance investments in right-of-use assets (IFRS 16), equal to EUR 5 million per year;
  • − constant working capital;
  • − constant provisions.

These projections reflect the current conditions of all the operating assets and liabilities of the main CGU being measured and the values used are consistent with the historical performance of the same and with expectations of management in relation to the expected trends in the market of reference.

The terminal value was determined based on the last year of the business plan, as indicated above.

Projected cash flows were discounted taking into account a cost of unlevered risk capital, calculated on the basis of the Capital Asset Pricing Model (CAPM), of 10.4% (previous year equal to 10.5%) gross of the related tax effect. This rate reflects the current market evaluation of the time value of money for the period in question and the specific risks of the sector and country, Italy, where the Group operates. The WACC as at 31 December 2021 was estimated on the basis of the following assumptions:

− the risk-free rate adopted (0.78);

− the estimated beta coefficient (unlevered) was 1.29 on the basis of the characteristics of the sector concerned and of the betas recognised with reference to a sample of listed companies belonging to the sector concerned;

  • − the equity risk premium used is 5%;
  • − small size premium recognised of 3.2%.

The value in use as at 31 December 2021 calculated in this way was greater than the carrying amount of the cash generating unit. Therefore, no impairment losses were recognised as at 31 December 2021, as in previous years.

The following shows the carrying amount and recoverable amount of the main CGU as recognised in 2021 and at the end of the last two prior periods considering a single CGU:

(In thousands of EUR)

Years Carrying amount of the group Recoverable amount Amount in excess, recoverable with respect to the
recoverable amount
2019 134,420 166,081 31,661
2020 122,794 137,321 14,527
2021 157,802 192,337 34,535

For the sake of completeness, it should be noted that if we consider the structure as a single CGU (including the Family Care CGU), the carrying amount would have been EUR 158,802 and the recoverable amount would have been EUR 196,698

Due to their nature, the forecasts used for impairment testing are subject to unforeseen elements that could still affect them, such as GDP not increasing as expected, changes in interest rates and inflation rates, changes in revenue, profit margins and collection terms from customers because of the macroeconomic trend. Such unforeseen elements could therefore result in having to amend the above-described impairment test. It is noted in this regard that the sensitivity analysis as at 31 December 2021 shows that the value in use is equal to the carrying amount of the Cash Generating Unit in the event of an increase in the discount rate of approximately 2.17 percentage points, all the other conditions being equal; similarly, in the case of a reduction in non-discounted cash flows by approximately 18% throughout the plan period and for the cash flows on which the terminal value is based, the value in use would equal the carrying amount of the Cash Generating Unit.

It should also be noted that appraisals drawn up by independent experts were used in the preparation of the impairment test as at 31 December 2021 approved by the Board of Directors of the Company on 16 March 2021. Finally, it should be noted that as at 31 December 2021 the Company, whose shares are traded on the STAR segment of the online stock exchange (MTA) managed by Borsa Italiana S.p.A., capitalised approximately EUR 172,180 thousand.

Customer relations

In May 2021, with the acquisition of Quanta S.p.A., customer relations were identified for EUR 2,815 thousand with a recognised useful life of 8 years. This valuation was carried out with the assistance of an independent external professional, adopting the "excess earning method".

Software

The item Software refers to the operating and management programmes acquired by the Group. The project to develop the Databook software, dedicated to supporting operational processes and

exchanges of information regarding the activities of the Employment Agency, was amortised as from 2017.

On the basis of the appraisal prepared by a professional independent expert, the fair value of the platform owned by Meritocracy (now Seltis Hub S.r.l.), was recorded as EUR 1,157 thousand, and its useful life was reasonably assumed to be five years.

The increase recorded in the item is associated with the implementation of "Jonny Job", software for mobile devices, to be used for the development of a new recruiting channel.

Assets under development

There are no assets under development or payments on account as at 31 December 2021.

6. Non-current financial assets

This item mainly consists of guarantee deposits paid for utilities of the registered office and the branches.

7. Deferred tax assets and liabilities

Deferred tax assets and liabilities refer to the following items:

(In thousands of EUR) Assets Liabilities Net
2021 2020 2021 2020 2021 2020
Property, plant and equipment - - 87 164 (87) (164)
Intangible assets 8 2 840 178 (832) (176)
Employee benefits 13 14 - - 13 14
Provisions 663 367 - - 663 367
Loss allowance 1,661 1,184 - - 1,661 1,184
Costs with deferred deductibility 483 388 - - 483 388
Tax losses 362 769 - - 362 769
Goodwill realignment 19,755 20,158 - - 19,755 20,158
Total 22,945 22,882 927 342 22,018 22,540

Temporary differences between the tax base of assets and liabilities and their carrying amounts were not excluded from the calculation of deferred taxes.

Tax assets and liabilities are measured using the tax rates that are expected to be applicable in the period in which the asset or the liability to which they refer will be realised or discharged, respectively, on the basis of tax rates established by measures in force.

Starting from 2020, deferred tax assets were recognised relating to the realignment of the tax value of the Parent's goodwill, in accordance with the provisions of Article 110, paragraphs 8 and 8-bis of Law Decree no. 104/2020. For further details, please refer to Note 28.

(In thousands of EUR) Balance as at 31
December 2020
Increases in the
statement of
financial position
Changes in profit
or loss
Balance as at 31
December 2021
Property, plant and equipment (164) - 77 (87)
Intangible assets (176) (785) 129 (832)
Employee benefits 14 - (1) 13
Provisions 367 73 223 663
Loss allowance 1,184 255 222 1,661
Costs with deferred deductibility 388 22 73 483
Tax losses 769 - (407) 362
Goodwill realignment 20,158 - (403) 19,755
Total 22,540 (435) (87) 22,018

Changes in net deferred tax assets and liabilities were as follows:

8. Cash and cash equivalents

The item includes the credit balance of bank and postal deposits and cash in hand.

(In thousands of EUR) 2021 2020 Change
Bank and postal deposits 16,830 16,973 (143)
Cash in hand and cash equivalents 38 29 9
Total cash and cash equivalents 16,868 17,002 (134)

With reference to the net financial indebtedness, in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and Consob Warning notice no. 5/21 of 29 April 2021, please refer to Note 13 below.

9. Other short-term financial assets

There are no current financial assets.

10. Trade receivables

The item is made up as follows:

(In thousands of EUR) 2021 2020 Change
From third-party customers 159,739 114,456 45,283
Loss allowance (6,699) (5,545) (1,154)

As at 31 December 2021 and 2020, there were no trade receivables arising from factoring with recourse. Total trade receivables are exclusively related to Italian customers; therefore, there are no receivables in currencies other than the Euro. At the reporting dates, there was no concentration of trade receivables from a limited number of customers.

The item is recorded in the consolidated financial statements net of a loss allowance of EUR 6,699 thousand. The receivables are also recorded net of an amount of EUR 4,099 thousand corresponding to the impairment arising from the recognition at fair value of Quanta S.p.A.'s trade receivables at the acquisition date.

It should be noted that net of the trade receivables and revenue of the companies acquired through the "Quanta" transaction recorded in the financial statements, the DSO as at 31 December 2021 would have been 69 days, lower than the figure as at 31 December 2020 (76 days) and the figure as at 31 December 2019 (74 days). Since "Quanta" has been included in the consolidated financial statements since June 2021, it is not consistent to perform the calculation using the revenue and trade receivables data from the financial statements as at 31 December 2021.

Refer to note 30 (a) "Impairment losses" for further information about the analysis of trade receivables exposure at the reporting date.

11. Other receivables

(In thousands of EUR) 2021 2020 Change
Receivable from tax authorities for reimbursements 104 137 (33)
Receivable from the INPS treasury funds for post-employment benefits 1,732 829 903
Prepayments 1,066 875 191
Other disputed receivables 1,095 1,095 -
Receivables from Forma.Temp 5,040 4,575 465
Receivables from the seller of Quanta S.p.A. 3,819 - 3,819
Other sundry receivables 217 240 (23)
Total other receivables 13,073 7,751 5,322

The item is made up as follows:

The item "Other disputed receivables" refers to the receivable from a former Director of Metis who left office in 2009; the Provisions for risks reflect the considerations made for this litigation.

Prepayments as at 31 December 2021 of EUR 1,066 thousand mainly refer to advance costs entirely recognised during the current year, relating to sponsorships, bank fees and sundry rentals not related to lease agreements.

The item "Receivables from the seller of Quanta S.p.A." mainly refers to a series of trade receivables held by the companies acquired during the year that were generated prior to the acquisition, the collectability of which is guaranteed by the former owner; other liabilities are also included for which a provision for risks has been set aside, also covered by the seller's guarantee.

The item "Receivables from Forma.Temp" for EUR 5,040 thousand refers mainly to the reimbursement of the salary supplement (TIS) paid in advance to contract workers.

12. Current tax assets

As at 31 December 2021, the current income tax credit amounts to EUR 354 thousand and refers to the receivable from the tax authorities for IRAP for EUR 8 thousand for the subsidiary HC S.r.l., the receivable from the tax authorities for IRAP for EUR 1 thousand for the subsidiary Seltis Hub S.r.l., the receivable from the tax authorities for IRAP for EUR 19 thousand and the receivable from the tax authorities for IRES for EUR 326 thousand for the subsidiary Quanta S.p.A.

As at 31 December 2020, current income taxes amounted to EUR 280 thousand and refer to the receivable for IRAP of EUR 128 thousand, EUR 136 thousand for IRES and EUR 16 thousand for IRES of the subsidiary Lyve S.r.l..

13. Bank loans and borrowings and other financial liabilities

This note illustrates the contractual conditions that regulate the Group's financial liabilities. For further information on the Group's exposure to interest rate risk, reference is made to Note 30.

(In thousands of EUR) 2021 2020 Change
Non-current liabilities
Line A Loan 4,474 7,450 (2,976)
Line B2 Loan (Revolving) 4,284 - 4,284
M/L loan within 18 months 1,000 - 1,000
Lease liabilities 10,225 8,989 1,236
Derivative instruments 14 33 (19)
Total non-current liabilities 19,997 16,472 3,525
Current liabilities
Line A Loan 3,000 3,000 -
Line B2 Loan (Revolving) 2,858 - 2,858

Total current and non-current liabilities 61,333 34,377 26,956
Total current liabilities 41,336 17,905 23,431
Lease liabilities 4,311 3,665 646
Non-guaranteed bank loans and borrowings 28,167 3,322 24,845
M/L loan within 18 months 3,000 7,918 (4,918)

In March 2019, a medium-long term amortising loan of EUR 15 million was subscribed and issued, which also provides a revolving credit line of EUR 15 million, EUR 10 million of which has been used in 2021.

During the current year, two loans for a total of EUR 4 million have been subscribed and issued, to be repaid within 18 months of the date of issue.

The contractual conditions of bank loans and borrowings and other financial liabilities, excluding financial instruments, are set below:

(In thousands of EUR) 2021 2020
Curr. Nominal interest
rate
Year of
maturity
Nominal
amount
Carrying
amount
Nominal
amount
Carrying
amount
Line A Loan EUR Euribor* 2024 7,500 7,474 10,500 10,450
Line B2 Loan (Revolving) EUR Euribor* 2024 7,142 7,142 - -
M/L loan within 18 months EUR 0.3** 2022-2023 4,000 4,000 7,918 7918
Non-guaranteed bank loans and
borrowings
EUR 0.1%** - 28,167 28,167 3,322 3,322
Lease liabilities EUR 1.45%*** 2022-2027 14,782 14,536 13,205 12,654
Total interest-bearing liabilities 61,591 61,319 34,945 34,344

* Six-month Euribor plus a spread ranging from a minimum of 1.45% to a maximum of 2.00% in relation to compliance with a financial restriction

** These are approximate average rates

*** Weighted average incremental interest rate

The existing medium-long term Loan requires compliance with a financial constraint known as the leverage ratio, which is the NFI/EBITDA ratio as defined in the loan agreement. This financial constraint has to be measured on an annual basis as at 31 December, since it is based on the Group's consolidated financial statements. The lending bank has the right to request the termination of the loan agreement if, at the date of calculation, the restriction is not complied with.

The financial constraint that must be complied with at consolidated level is shown below:

Calculation Dates NFI EBITDA ≤
31 December 2021 2.25
31 December 2022 2.25
31 December 2023 2.25

NFI = Net Financial Indebtedness

EBITDA = Consolidated net profit for the year before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses

It should be noted that as at 31 December 2021 the financial constraint had been complied with.

Branch leases contain extension options that can be exercised up to six months before the end of the binding period. If, at their respective deadlines, all extension options should be exercised, the potential cash flows that are not currently reflected in the lease liability would amount to approximately EUR 17,000 thousand.

Below is the reconciliation of the changes in lease liabilities, bank borrowings and other financial liabilities arising from financing activities.

(Amounts in thousands of EUR) Lease liabilities Financial liabilities, bank
loans and borrowings and
other liabilities
Balance as at 31 December 2020 12,654 21,690
Change in financial liabilities
- Lease payments (4,802)
- Interest expense 212
- New leases, renewals and contract terminations 2,307
- New leases for acquired companies 4,165
- New payables for acquired companies 19,312
- New loan disbursement 14,000
- Repayment of loan instalments (22,776)
- Other financial payables and interest 14,557
Total change in financial liabilities 1,882 25,093
Balance as at 31 December 2021 14,536 46,783

Below is the net financial indebtedness of the Group as at 31 December 2021 and 31 December 2020, calculated in accordance with the Guidelines on disclosure requirements published by ESMA on 4

March 2021 and CONSOB Warning notice no. 5/21 of 29 April 2021; please note that the new disclosure requirements did not entail significant impacts on determination of the net financial position of the Group as at 31 December 2021 and 31 December 2020.

(amounts in thousands of EUR) Financial statements for the year ended 31 December 2021 / 2020
Change
2021 2020 2019 2018 Value %
A Cash 38 29 34 29 9 31.0%
B Cash and cash equivalents 16,830 16,973 6,497 6,449 (143) (0.8%)
C Other current financial assets - - - - - -
D Cash and cash equivalents (A+B+C) 16,868 17,002 6,531 6,478 (134) (0.8%)
E Current financial debt (37,025) (14,240) (14,140) (26,534) (22,785) 160.0%
F Current portion of non-current financial debt (4,311) (3,665) (3,514) (12) (646) 17.6%
G Current financial indebtedness (E+F) (41,336) (17,905) (17,654) (26,546) (23,431) 130.9%
H Net current financial indebtedness (G+D) (24,468) (903) (11,123) (20,068) (23,565) 2609.6%
I Non-current financial debt (19,997) (16,472) (18,980) (4,133) (3,525) 21.4%
J Debt instruments - - - - - -
K Trade payables and other non-current payables - - - - - -
L Non-current financial indebtedness (I+J+K) (19,997) (16,472) (18,980) (4,133) (3,525) 21.4%
M Total financial indebtedness (H+L) (44,464) (17,375) (30,103) (24,201) (27,089) 155.9%

14. Employee benefits

(a) current

The balance of the item current employee benefits includes:

(In thousands of EUR) 2021 2020 Change
Salaries payable to contract workers 41,238 29,462 11,776
Remuneration payable to contract workers 15,752 10,008 5,744
Post-employment benefits of contract workers 253 199 54
Remuneration payable to employees 6,622 3,293 3,329
Total payables for employee benefits 63,865 42,962 20,903

Given the nature of business carried out by the Group and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers were paid periodically and were consequently regarded as current liabilities.

Therefore, the liability was not discounted and corresponds to the obligation due to contract workers at the end of the contract.

The liabilities as at 31 December 2021 increased compared to 31 December 2020, mainly in relation to the increase in contract workers hired on permanent contracts.

(b) non-current

The balance of the item Employee benefits relates to post-employment benefits due to employees. The change in the amount related to employee benefits in the different years is summarised as follows:

(In thousands of EUR) 2021 2020 Change
Payables for employee benefits as at 1 January 1,339 1,158 181
Increase for companies acquired 459 82 377
Cost recognised in profit or loss 163 149 14
Payments during the year (319) (94) (225)
Actuarial valuation 36 44 (8)
Total payables for employee benefits 1,678 1,339 339

The amount is recognised in profit or loss as per the following table:

(In thousands of EUR) 2021 2020 Change
Current service cost 153 135 18
Interest expense on the obligation 10 14 (4)
Total 163 149 14

The liability related to post-employment benefits is based on the actuarial valuation made by independent experts according to the following main parameters:

2021 2020
Projected future salary increases (average amount) 1.0% 1.0%
Projected staff turnover 9% 9%
Discount rate 1.09% 0.53%
Average inflation rate 1.75% 0.80%

15. Trade payables

The item includes trade payables for the provision of services and consultancy.

Total trade payables at the reporting date are mainly due to Italian suppliers. Moreover, there are no trade payables in currencies other than the Euro. At the reporting date, there was no concentration of trade payables due to a limited number of suppliers.

The item is broken down as follows:

(In thousands of EUR) 2021 2020 Change
Trade payables to third parties 14,779 10,456 4,323
Total trade payables 14,779 10,456 4,323

16. Other payables

The item is broken down as follows:

(In thousands of EUR) 2021 2020 Change
Social security charges payable 24,899 18,668 6,231
Tax payables 15,543 10,200 5,343
Payables to Forma.Temp 732 1,292 (560)
Other payables 2,417 2,680 (263)
Total other current payables 43,591 32,840 10,751
Non-current liability linked to the non-compete agreement 900 - 900
Total other non-current payables 900 - 900
Total other payables 44,491 32,840 11,651

Social security charges payable mainly refers to amount due to INPS (the Italian Social Security Institution), INAIL (the Italian National Institute for Insurance against Accidents at Work) and other social security institutions referring to wages and salaries to contract workers and employees.

Payables to Forma.Temp refer to the management contribution and the contribution for the personnel training of permanent personnel.

With the finalisation of the acquisition of Quanta S.p.A. in May 2021, the liability relating to the contractual agreement reached with the seller, concerning the limitation on the performance of professional activities in competition with the company, which will be recorded in five years, was recognised in the item Other non-current payables.

The item Other payables mainly refers to shares acquired during the previous year and the recognition of put options as envisaged by the relevant agreements.

17. Current and non-current tax liabilities

Current tax liabilities as at 31 December 2021 amounted to EUR 1,519 thousand and referred to EUR 717 thousand for the second instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis (for further details, see Note 28), EUR 554 thousand to the tax authorities for IRES tax consolidation and EUR 181 thousand to the tax authorities for IRAP. The residual amount of EUR 67 thousand refers to the IRAP payable for EUR 45 thousand and to EUR 22 thousand for the IRES payable by the subsidiaries Lyve SRL and Quanta Risorse Umane SRL.

Non-current tax liabilities as at 31 December 2021 amounted to EUR 717 thousand and related to the third instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis to be paid in 2023. For further details, please refer to Note 28.

Current tax liabilities as at 31 December 2020 amounted to EUR 726 thousand and referred to EUR 717 thousand for the first instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis. For further details, please refer to Note 28. The rest, amounting to EUR 9 thousand, refers to the IRAP payable for the subsidiary Lyve S.r.l.

Non-current tax liabilities as at 31 December 2020 amounted to EUR 1,435 thousand and relate to the additional two instalments of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, to be paid in 2022 and 2023. For further details, please refer to Note 28.

18. Provisions

Changes in this item are broken down as follows:

(In thousands of EUR) Balance as at 1
January 2021
Corporate
acquisitions
Increases Uses Balance as at 31 December 2021
Disputes 1,929 389 2,256 (30) 4,544

The item refers to possible future charges related to disputes with personnel, a dispute related to a non-trade asset, in addition to other minor risks.

In addition, contingent liabilities have been provided for in respect of companies acquired during the year on a best estimate basis, for which, however, there is a guarantee from the exiting shareholder, leading to the simultaneous recognition of a credit position in current assets.

19. Equity

(a) Share capital

(In thousands of shares) 2021 2020
Ordinary shares
Issued as at 1 January 13,712 13,712
Issued as at 31 December 13,712 13,712

As at 31 December 2021, the approved share capital consisted of 13,712,000 ordinary shares, the ownership percentages of which are specified in the section "Group structure", to which explicit reference is made.

The Shareholders' Meeting, convened on 24 April 2018, authorised the Board of Directors to purchase and dispose of treasury shares pursuant to the combined provisions of Articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of Legislative Decree no. 58 of 24 February 1998. The Board of Directors' meeting called for 15 May 2018 resolved to launch the buyback programme from 16 May 2018.

Subsequently, by resolution approved by the Shareholders' Meeting on 30 April 2021, the buy-back programme was restarted by the Board of Directors of Openjobmetis S.p.A., up to a maximum number of shares such as not to exceed 5% of the pro-tempore share capital.

As part of the acquisition of Quanta S.p.A., 528,193 shares, previously held in the portfolio by Openjobmetis S.p.A., were sold during the year.

It should be noted that as at 31 December 2021, Openjobmetis S.p.A. directly held 312,764 treasury shares, equal to 2.28% of the share capital.

The Company did not issue any preference shares.

The share capital has been fully paid up.

(b) Share premium reserve

The item Share premium reserve includes the share premium paid as a result of the share capital increase made during the extraordinary Shareholders' Meeting of 18 March 2005 (EUR 3,899 thousand), the share premium recognised as a result of the share capital increase made on 11 June 2007 (EUR 51 thousand), the share premium recognised as a result of the share capital increase made by injection on 14 March 2011 (EUR 5,030 thousand), the share premium paid as a result of

the share capital increase on 14 March 2011 (EUR 7,833 thousand), the share premium recognised as a result of the conversion of the bond issue on 26 June 2015 (EUR 700 thousand), and the share premium recognised as a result of the Public Offering of Sale and Subscription made on 3 December 2015 (EUR 16,240 thousand). Moreover, the reserve was reduced by EUR 2,208 thousand for the portion of the listing costs related to the public subscription offering (i.e. costs directly attributable to the latter and portion pro rata of the other listing costs, in proportion to the number of shares related to the public subscription offering, relative to the total number of shares of the initial public offering, including the greenshoe option). Finally, upon the approval of the 2018 profit for the year, the subsidiary Seltis S.r.l. distributed part of the reserve for EUR 360 thousand.

(c) Other Reserves

The item Other Reserves includes the residual portion of EUR 15,602 thousand of the equityrelated reserve of WM S.r.l. originally of EUR 25,959 thousand. This reserve was used in part to cover losses for 2007, and increased following the negative goodwill arising on the merger with Quandoccorre S.p.A.; subsequently, it decreased to cover the 2009 losses carried forward.

As at 31 December 2021, in accordance with IAS 19, the net actuarial loss of EUR 36 thousand resulting from the difference between the amount of expected benefits calculated for the period of reference and the actual benefit resulting from the new measurement assumptions at the end of the period - was accounted for in equity.

It should be noted that, with the acquisition of Quanta S.p.A. and the related subsidiary Quanta Risorse Umane S.p.A., at the date of the transaction, a reserve of EUR 42 thousand was recognised, corresponding to the actuarial valuation of the defined benefit plans.

Moreover, the fair value as at 31 December 2021 of the derivative contract put in place to hedge the risk of changes in the interest rate risk granted to the New Loan totalling EUR 12 thousand, was accounted for as a reduction of equity. The effective portion of the change in the fair value of hedging instruments is accumulated in the cash flow hedge reserve as a separate component of equity.

The amount of Other reserves is net of the separate negative reserve for the purchase of treasury shares held, equal to EUR 3,017 thousand as at 31 December 2021, and of the reserve for the put options for the remaining portion of the equity investments in HC S.r.l. and Lyve S.r.l. for a total of EUR 1,650 thousand.

Other reserves include the reserve of EUR 498 thousand related to the 2019-2021 Performance Shares Plan as better specified in Note 22 and the reserve of EUR 468 thousand generated following the assignment of treasury shares in the "Quanta" purchasing transaction, and related to the difference between the carrying amount of the shares at the various acquisition dates (EUR 4,349 thousand) and their fair value at the acquisition date (EUR 4,817 thousand).

20. Revenue

A breakdown of revenue by type of service, all in Euros and from Italian customers, is summarised in the following tables:

(In thousands of EUR) 2021 2020 Change
Revenue from contract work 704,198 508,722 195,476
Revenue from personnel recruitment and selection 5,807 3,171 2,636
Revenue from outsourced services 2,733 - 2,733
Revenue from other activities 8,051 5,092 2,959
Total Revenue 720,789 516,985 203,804

Revenue in 2021 amounted to EUR 720,789 thousand compared to EUR 516,985 thousand in 2020. 2021 saw a significant recovery from the previous year thanks to the general positive growth of the Italian economy. The Group showed a complete recovery from the pre-Covid period, posting a 39.4% increase in volumes. Net of the "Quanta" transaction, which brought in higher revenue of EUR 65,737 thousand (recorded in the consolidation period from June to December), growth would have been 26.7%. This phenomenon affected the group's various activities: a) Contract workers +38.4% compared to 2020 and +26.8% compared to 2019, b) Recruitment and Selection +83.1% compared to 2020 and +62.3% compared to 2019, c) Revenue from other activities +111.8% compared to 2020 and +68.4% compared to 2019.

The fourth quarter replicated the records of the previous quarters, with revenue of EUR 179 million, net of the "Quanta" transaction. Finally, the improved performance of the subsidiary, Family Care S.r.l. - an employment agency focused on providing assistance to the elderly and nonself-sufficient persons - whose revenue grew at a fast pace compared to 2020 (+28.3%), should be noted.

The item "Revenue from other activities" mainly refers to consultancy on administration and organisational matters as part of the training activities, training courses as well as courses dedicated to the development and motivation of employees and other minor revenue.

21. Other income

The item includes:

(In thousands of EUR) 2021 2020 Change
Recognition of contributions from Forma.Temp 12,945 7,711 5,234
Other sundry income 2,641 938 1,703
Total other income 15,586 8,649 6,937

The recognition of contributions from Forma.Temp refers to contributions received from said body for the repayment of the costs incurred for training courses for contract workers, included in the item costs for services.

The contributions are recognised by the body on the basis of the specific reporting of costs to organise and carry out the training activities. The relevant revenue recognition occurs in a timely manner on the basis of the reporting of costs incurred for each course.

The Other sundry income item mainly includes a contribution received from the Agenzia Nazionale Politiche Attive del Lavoro (National Agency for Active Labour Market Policies) in support of professional training activities carried out by contract workers; it also includes income not pertaining to the period, such as the collection of previously impaired receivables and adjustments to the allocations of costs related to previous years, various reimbursements and other minor items.

22. Personnel expense

The item includes:

Cost of contract work and outsourcing

(In thousands of EUR) 2021 2020 Change
Wages and salaries of contract workers 452,071 324,370 127,701
Social security charges of contract workers 129,439 93,902 35,537
Post-employment benefits of contract workers 25,422 18,842 6,580
Forma.Temp contributions for contract workers 17,167 13,065 4,102
Other costs of contract workers 5,420 3,095 2,325
Other costs for outsourced services 2,038 - 2,038
Total personnel expense 631,557 453,274 178,283

Forma.Temp contributions refer to the compulsory payment to the bilateral body of approximately 4% of some elements of gross salaries of contract workers, to be allocated to promoting qualification courses for the workers themselves.

The cost of wages and salaries, as at 31 December 2021, is shown net of the salary supplement (Trattamento di Integrazione Salariale - TIS) amounting to EUR 2,176 thousand (EUR 18,467 thousand as at 31 December 2020), the value of which is reimbursed by Forma.temp.

Other costs of contract workers mainly refer to additional charges such as luncheon vouchers and various refunds.

Employee costs

(In thousands of EUR) 2021 2020 Change
Salaries and wages of employees 27,808 21,764 6,044
Social security costs of employees 8,040 6,614 1,426
Post-employment benefits of employees 1,886 1,556 330
Remuneration to the Board of Directors and committees 2,458 1,847 611
Social security costs of the Board of Directors 123 78 45
Other employee costs 1,480 849 631
Long-term incentive 663 (438) 1,101
Total personnel expense 42,458 32,270 10,188

Other employee costs mainly refer to additional charges such as luncheon vouchers and various refunds.

The remuneration of key management personnel is indicated in Note 33.

The average number of employees is set out below:

Average number of employees 2021 2020 Change
Executives - employees 3 2 1
White-collar staff - employees 726 650 76
Total 729 652 77

The increase over the previous year is mainly attributable to the entry into the Group of the companies acquired during the year, Quanta S.p.A. and Quanta Risorse Umane S.p.A.

Long-term incentive

On 12 May 2017 and on 15 May 2018, the Board of Directors assigned a number of directors and key management personnel the option, i.e. the right to receive a sum of money corresponding to the increase in the value of the Openjobmetis S.p.A. shares at the end of the three-year vesting period and subject to the occurrence of the conditions contained in the "Information document relating to the incentive plan" based on the attribution of Phantom Stock Options available on the company website (to which explicit reference is made).

Subsequently, with a view to making a concrete contribution to the effort made by the Company, at all levels, in dealing with the impact of the Covid-19 emergency, on 15 May 2020 all beneficiaries identified for the first tranche have formalised an unconditional and irrevocable waiver of the right to exercise options accrued for a value of approximately EUR 0.44 million, recognised as a reduction in personnel expense for the previous period.

The estimated cost for the last tranche of the Phantom Stock Option Plan is EUR 474 thousand (of which EUR 386 thousand is recognised in the current financial year) and corresponds with the liability measured at fair value, representing the amount to be paid to employees for whom the unconditional right to receive payment accrued in relation to the tranche granted in 2018 under the Plan and the Regulations in force. The related liability is included in employee benefits at the reporting date.

The value of the liability recognised in the financial statements as at 31 December 2021 was determined on the basis of the amount actually paid to the beneficiaries following the exercise of their full rights in January 2022.

The shareholders' meeting of 17 April 2019 approved the adoption of a 2019-2021 Performance Shares Plan which provides for the right of directors, key management personnel and other key employees to receive, at the end of the three-year vesting period, ordinary shares of Openjobmetis S.p.A. subject to the achievement of certain Performance Objectives as described in the above Plan (to which explicit reference is made).

The Board of Directors identified the beneficiaries of each of the first three tranches of the Plan on 25 June 2019, 15 May 2020 and 14 May 2021.

The assessment of the cost assigned was estimated by considering the performance components related to the achievement of the adjusted, consolidated and cumulative three-year EBITDA targets compared to the plan targets (with 50% weight) and the Company's performance in terms of Total Shareholder Return compared to the companies that make up the FTSE Italia STAR index (with

50% weight), estimated using the Monte Carlo method, which, on the basis of suitable assumptions, made it possible to define a considerable number of alternative scenarios.

The EUR 277 thousand estimated cost for the period of the Performance Shares assigned corresponds to the change in the liability measured at fair value, representative of the value of the shares actually accrued by the beneficiaries in relation to the tranches allocated in 2019, 2020 and 2021. The related liability is included in the Equity item "Other reserves" at the reporting date.

The parameters used in the fair value measurement at the dates of assignment and valuation of the plan are as follows: share price at the valuation date of EUR 7.16 for the first tranche, EUR 5.10 for the second tranche and EUR 8.87 for the third trance, expected dividend rate of 3.5%, discount rate of 1% for the first tranche, 0.40% for the second tranche and -0.26% for the third tranche, vesting right of the "market based" component equal to 47% for the first tranche, 55% for the second tranche and 49% for the third trance, annual volatility 31% for the first tranche, 32% for the second tranche and 29% for the third tranche, applying a reasonable estimate on the basis of historical volatility calculated with reference to the valuation date.

The per-unit fair value of the right to receive the bonus shares at the reporting date was EUR 6.68 for the first tranche, EUR 4.76 for the second tranche and EUR 8.28 for the third tranche.

23. Cost of raw materials and consumables

The item mainly includes costs for consumables, stationery and other minor expenses.

24. Costs for services

The item includes:

(In thousands of EUR) 2021 2020 Change
Costs for organising courses for contract workers 12,340 7,706 4,669
Costs for updating skills of contract workers 1,371 - 1,371
Costs for tax, legal, IT, business consultancy 6,754 5,309 1,445
Costs for marketing consultancy 2,444 2,121 323
Costs for due diligence and consultancy services 1,146 418 720
Fees to sourcers and professional advisors 4,800 3,036 1,764
Costs for advertising and sponsorships 2,410 1,495 915
Costs for utilities 1,217 850 367
Remuneration to the Board of Statutory Auditors 119 88 31
Other 4,968 3,387 1,589
Total costs for services 37,569 24,410 13,159

Costs for organising courses for contract workers mainly refer to costs charged by training companies, for organising training activities carried out for contract workers, in addition to additional charges. The costs borne by the organisational bodies mainly consist of services invoiced by independent experts. Against the precise and timely reporting of the costs incurred for the courses, Openjobmetis S.p.A. receives a specific refund from Forma.Temp and other bodies.

The item marketing consultancy includes the costs incurred for commercial development projects in certain geographical areas.

The item fees to sourcers and professional advisors refers to costs incurred to promote meetings with potential customers.

Costs for advertising and sponsorship refer to ads, costs to promote of the corporate image and the contribution as the main sponsor of a sports company.

Costs for the year for due diligence and consultancy services as at 31 December 2021 relate mainly to nonrecurring activities for the Quanta S.p.A. acquisition transaction.

Other costs mainly include costs incurred for insurance, information on customer solvency, independent auditors' fees, published notices and sundry non-lease fees.

25. Other operating expenses

The item includes:

(In thousands of EUR) 2021 2020 Change
Other expenses 1,046 636 410
Total other operating expenses 1,046 636 410

Other expenses include donations, stamps, membership fees, other taxes such as waste taxes and advertising, minor taxes and penalties, and capital losses on the disposal of assets.

26. Impairment losses on trade and other receivables

For further details on the loss allowance, reference is made to the directors' report and to Note 30 below.

27. Net financial income (expense)

Net financial income and expense are shown in the following table:

(In thousands of EUR) 2021 2020 Change
Bank interest and other income - 183 (183)
Interest income on other receivables 40 52 (12)
Total financial income 40 235 (195)
Interest expense on loans (248) (222) (26)
Interest expense on current accounts (159) (20) (139)
Other interest expense (312) (294) (18)
Total financial expense (719) (536) (183)
Total financial income (expense) (679) (301) (378)

Other interest expense mainly refers to the portion of costs attributable to each year deriving from application of the amortised cost method to the loan in accordance with IFRS 9, and the expense relating to the recognition of the right of use pursuant to IFRS 16, amounting to EUR 212 thousand.

28. Income taxes

Income taxes recognised in profit or loss are broken down as follows:

(In thousands of EUR) 2021 2020 Change
Current taxes 4,279 2,638 1,641
Deferred tax assets on goodwill realignment - (20,158) 20,158
Substitute tax for goodwill realignment - 2,152 (2,152)
Deferred tax assets 286 (213) 499
Deferred tax liabilities (199) (71) (128)
Tax from previous years (580) (25) (555)
Total income taxes 3,786 (15,677) 19,463

Current taxes as at 31 December 2021 totalling EUR 4,279 thousand refer to IRAP of EUR 1,086 thousand and to IRES of EUR 3,193 thousand.

Current taxes as at 31 December 2020 totalling EUR 2,638 thousand refer to IRAP of EUR 619 thousand and to IRES of EUR 2,019 thousand.

As at 31 December 2020, the Parent benefited from the possibility of realigning the tax on the higher amounts of the assets recorded in the financial statements, specifically the amount of goodwill of EUR 71,736 thousand, in accordance with Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis. This decision resulted in the recognition as at 31 December 2020 of deferred tax assets of EUR 20,158 thousand against a substitute tax payable of 3% of the realigned value (EUR 2,152 thousand) to be paid in three instalments (one of which has already been paid at

the reporting date). In addition, a tax suspension restriction was placed on reserves already existing in the equity for the amount of EUR 69,583 thousand.

Article 1, paragraphs 622-624 of Law 234/2021 (2022 Budget Law) subsequently intervened, retroactively modifying the tax regime of the amortisation of realigned goodwill pursuant to Article 110 of Law Decree 104/2020, providing for the increase of the minimum tax amortisation period from the ordinary 18 years to 50 years. Faced with the novelty of the lengthening of the tax amortisation plan, companies were essentially given three alternatives: (i) accepting such dilution and deducting a portion of amortisation referred to the higher values realigned to an extent not exceeding, for each tax period, one-fiftieth (ii) benefiting from the depreciation in eighteenths originally applicable by integrating the substitute tax to the extent corresponding to that established by Article 176, paragraph 2-ter of the Consolidated Income Tax Act (TUIR) (iii) revoking, even partially, the application of the tax rules of the aforementioned Article 110, in accordance with procedures and terms to be adopted by means of a Provision of the Director of the Italian Tax Authorities.

The Parent, taking note of the regulatory change, decided to maintain the goodwill realignment option, thus diluting the tax amortisation period in fifty years. Based on the forecasts of taxable income generations in the 2022-2026 plan approved by the Board of Directors on 4 February 2022 and historical data, deferred tax assets, decreased by EUR 403 thousand as at 31 December 2021, were deemed fully recoverable in consideration of the possibility of absorption through the Company's future taxable income.

During the period, the Company Openjobmetis signed an agreement with the Italian Tax Authorities for the preferential taxation regime for income deriving from the use of the "Openjobmetis" trademark (Patent Box) and following the submission of supplementary declarations for the years 2016-2017 and 2018 may benefit from a tax credit of EUR 578 thousand, recognised as income as at 31 December 2021.

The following table shows the items that reconcile the difference between the theoretical tax burden at Italian rate and taxes actually charged to the year:

(In thousands of EUR) 2021 Rate 2020 Rate
Profit (loss) before taxes 14,499 7,965
Theoretical income taxes (a) 3,480 24.00% 1,912 24.00%

Tax effect of permanent differences including:

(In thousands of EUR) 2021 Rate 2020 Rate
- cars 191 186
- telephony 67 53
- prior year income and expense 50 45
- board and lodging 38 16
- other changes 75 (21)
- ACE (Aiuto alla crescita economica, Aid to economic growth) (507) (219)
- 10% IRAP deduction (66) (54)
Subtotal (b) (152) 6
Income taxes recorded in the Financial Statements
(current and deferred) excluding IRAP and realignment effect (a + b) 3,328 22.95% 1,918 24.08%
IRAP (current and deferred, excluding realignment) 1,038 7.16% 616 7.73%
Deferred tax assets on previous years' tax losses - 0% (180) (2.26)%
Deferred tax assets on goodwill realignment, Law Decree 104/2020 - 0% (20,158) (253.08)%
Substitute tax for goodwill realignment, Law Decree 104/2020 - 0% 2,152 27.02%
Income taxes recorded in the Financial Statements (current and
deferred)
4,366 30.11% (15,652) (196.51)%
Deferred tax assets not included in the financial Statements (on tax losses of
companies acquired during the year)
- 0% - 0%
Tax from previous years (580) (4.00%) (25) (0.31)%
Total taxes 3,786 26.11% (15,677) (196.82)%

Pursuant to Articles 117 to 129 of the Consolidated Income Tax Act (TUIR), agreements were signed between Openjobmetis S.p.A. and its subsidiaries Openjob Consulting S.r.l., Seltis S.r.l., HC S.r.l. and Family Care S.r.l. on the exercise of the option for the domestic tax consolidation scheme, thus benefiting from the possibility of offsetting taxable income against tax losses in a single tax return. The three-year agreements will be tacitly renewed for the following three-year period unless they are revoked.

29. Contingent liabilities

The Group is a party to pending disputes and lawsuits. Based on the opinion of legal and tax advisors, the Directors do not expect that the outcome of these ongoing actions will have a significant effect on the financial position of the Group, in addition to that already allocated in the financial statements.

Specifically:

• The subsidiary Openjob Consulting S.r.l., at an event held in Perugia, underwent a tax inspection by the competent Local Labour Office that led to the preparation of a report

which alleged violations concerning forms of contract used on this occasion with consequent possible administrative sanctions.

In September 2018, an order was issued by the Local Labour Inspectorate of Perugia, which in June 2019 was the subject of a settlement agreement following which approximately EUR 29 thousand was paid in settlement of any claims. Following the aforementioned report, the INPS also issued a charge notice, which was subsequently effectively suspended by the Labour Court of Perugia, declaring its lack of local jurisdiction in favour of the Court of Varese, and is to date still pending an outcome; a possible settlement agreement in terms similar to that concluded with the Labour Inspectorate of Perugia is not excluded.

Also in light of the above, the Group believes that it has adequate grounds for its actions and therefore it is not expected that the outcome of such actions will have any effect on the Group's financial position beyond that which is already reflected in the financial statements.

• During 2020, Quanta S.p.A. received a questionnaire from the Italian Tax Authorities concerning the VAT treatment of the financed professional training activities, intended for contract workers in 2015, 2016 and 2017. On 30 November 2020, the Italian Tax Authorities communicated assessment notice no. TMB067O00388/2020, concerning the alleged non-deductibility of VAT for the year 2015, equal to EUR 592,801.18, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

On 28 April 2021, Quanta S.p.A filed an appeal with a petition for discussion at a public hearing and petition for suspension, which was granted with a ruling on 11 January 2022.

On 28 October 2021, the Italian Tax Authorities communicated an additional assessment notice no. TMB067O00227/2021 for 2016 with the same requirements as the previous one, for EUR 595,569.72. On 22 December 2021, Quanta S.p.A. notified an appeal with a petition for discussion at a public hearing, and entered an appearance on 17 January 2022; at present, the Italian Tax Authorities does not appear to have presented itself before court.

Pursuant to the contractual agreements in place, the seller of Quanta S.p.A., FDQ S.r.l., has issued a specific guarantee to cover any liability that may arise in relation to the notices of assessment concerning the undue deduction of VAT for the year 2015 and subsequent

years; to guarantee the indemnity obligations, the seller has already deposited the amount of EUR 1 million in an escrow account.

In 2021, the Italian Tax Authorities - Regional Lombardy Division - Office of Major Taxpayers, initiated a tax audit activity against the Parent, Openjobmetis S.p.A., with reference to the 2016 and 2017 tax periods.

The audit concerned the VAT treatment of financed professional training received by the Company in its capacity as client, aimed at contract workers.

On 23 December 2021, the Italian Tax Authorities communicated assessment notice no. TMB061T00556/2021, concerning the alleged non-deductibility of VAT for the year 2017, equal to Euro 2,727,981.88, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

With reference to the 2016 tax period, on 9 December 2021 the Italian Tax Authorities drew up a daily report aimed at illustrating the results of the control activity carried out, according to which, the Company would have unlawfully deducted VAT in the amount of EUR 2,072,363.82, with the same assumptions applied with reference to the 2017 financial year, without following up, at the moment, with the notification of the related assessment notice.

Openjobmetis S.p.A., which following the merger by incorporation effective as of 1 January 2022 has taken over all the legal relations and obligations of Quanta S.p.A., having consulted its advisors, believes that it has a number of reasons to support its actions and those of Quanta, and stresses its firm opposition to the objections raised by the Italian Tax Authorities and its willingness to proceed with litigation to the extent necessary for the recognition of its reasons.

The objections raised by the Italian Tax Authorities are part of a line of argument that has, to date, involved various Employment Agencies; consequently, the publication of new case law potentially favourable to the Company's defence cannot be ruled out in the coming months. To protect the interests of the category, associations representing Employment Agencies intervened, supporting initiatives directed at the competent institutional venues, including the complaint before the European Commission. Therefore, a favourable legislative intervention should not be excluded.

30. Financial instruments

(a) Credit risk

Exposure to credit risk

The carrying amount of the financial assets represents the Group's maximum exposure to credit risk. At the end of the reporting period, this exposure is set out below:

(In thousands of EUR) 2021 2020 Change
Held-to-maturity investments 211 39 172
Trade receivables 153,040 108,911 44,129
Cash and cash equivalents 16,868 17,002 (134)
Total 170,119 125,952 44,167

Trade receivables mainly refer to Italian customers.

There are no particular concentrations of trade receivables in specific sectors.

Exposure to the top ten customers' accounts for approximately 17% of total trade receivables as at 31 December 2021.

Impairment losses

The ageing of trade receivables at the end of the reporting period was as follows:

(In thousands of EUR) 2021 2020 Change
Falling due 128,885 92,666 36,219
Past due from 0 to 90 days 21,149 13,804 7,345
Past due from 91 to 360 days 3,293 3,609 (316)
Past due 360 days or more 6,412 4,377 2,035
Total trade receivables 159,739 114,456 45,283

The changes in the loss allowance for trade receivables during the years were as follows:

(In thousands of EUR) 2021 2020 Change
Opening balance 5,545 4,866 679
Companies acquired - 28 (28)
Impairment loss for the year 2,178 1,631 547
Use during the year (1,024) (980) (44)
Balance as at 31 December 6,699 5,545 1,154

It should be noted that the value of receivables shown above is recorded net of an amount of EUR 4,099 thousand corresponding to the impairment loss arising from the recognition at fair value of Quanta S.p.A.'s trade receivables at the acquisition date, mainly relating to receivables due beyond 360 days.

The Group allocates a loss allowance that reflects the estimate of losses on trade and other receivables, whose main components are the impairment losses on individual significant exposures and the collective impairment loss on homogeneous groups of assets against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Group's point of view about the economic conditions over the entire expected life of the assets. The same methods were applied to Quanta S.p.A. and Quanta Risorse Umane S.p.A., acquired during the year. The loss allowance mainly relates to receivables that have been past due for more than 360 days.

The impairment loss for the year refers to the provision for estimated impairment losses on trade receivables as described above.

The Group constantly monitors its exposure to credit risk relating to relations with its customers, and adopts appropriate measures to mitigate them. Specifically, on the basis of the policies adopted by the Group, receivables that are past due are the subject of specific reminders and recovery actions, including forced. The result of these actions is considered in determining the loss allowance.

The Group did not recognise expected impairment losses on held-to-maturity investments in the course of the financial year.

The Group uses allowances for impairment to recognise the impairment losses on trade receivables and on held-to-maturity investments; however, when there is the certainty that the amount due cannot be recovered, the amount considered irrecoverable is written off directly from the related financial asset.

(b) Liquidity risk

The contractual maturities of financial liabilities, including interest to be paid and excluding the effects of offsetting agreements, are shown in the following table:

Non-derivative financial liabilities 2021
(In thousands of EUR) Carrying
amount
Contractual
cash flows
6 months
or less
6-12
months
1-5 years More
than 5
years
Line A Loan (7,474) (7,685) (1,562) (1,549) (4,574) -
Line B2 Loan (Revolving) (7,142) (7,294) (1,479) (1,470) (4,345) -
M/L loan within 18 months (4,000) (4,009) (1,506) (1,503) (1,000) -
Non-guaranteed bank loans and borrowings (28,167) (28,169) (28,169) - - -
Lease liabilities (14,536) (14,782) (2,209) (2,209) (9,649) (715)
Trade payables (14,779) (14,779) (14,779) - - -
Other payables (44,491) (44,491) (43,591) - (900) -
Employee benefits * (63,865) (63,865) (63,865) - - -
Total (184,454) (185,074) (157,160) (6,731) (20,468) (715)
Non-derivative financial liabilities 2020
(In thousands of EUR) Carrying
amount
Contractual
cash flows
6 months
or less
6-12
months
1-5 years More
than 5
years
Line A Loan (10,450) (10,845) (1,586) (1,574) (7,685) -
M/L loan within 18 months (7,918) (7,967) (4,198) (3,769) - -
Non-guaranteed bank loans and borrowings (3,322) (3,322) (3,322) - - -
Lease liabilities (12,654) (13,205) (1,918) (1,929) (8,464) (894)
Trade payables (10,456) (10,456) (10,456) - - -
Other payables (32,840) (32,840) (32,840) - - -
Employee benefits * (42,962) (42,962) (42,962) - - -
Total (120,602) (121,597) (97,282) (7,272) (16,149) (894)

* the item Employee benefits considers only short-term benefits that will generally be settled periodically.

The cash flows included in the above-mentioned tables are not expected to occur significantly in advance or for considerably different amounts.

(c) Interest rate risk

Floating rate financial liabilities are summarised below:

(In thousands of EUR) 2021 2020 Change
Non-guaranteed bank loans and borrowings 28,167 3,322 24,845
M/L loan within 18 months 4,000 7,918 (3,918)
Line A Loan 7,474 10,450 (2,976)
Line B2 Loan 7,142 - 7,142
Total financial liabilities 46,783 21,690 25,093

A derivative contract hedging the risk of interest rate change is in place for a portion equal to 50% of the nominal value of the amortising line for the first three years of the New Loan.

(d) Fair value

Fair value and carrying amount

The following table shows the carrying amount recorded in the statement of financial position and the fair value of each financial asset and liability:

2021 2020
(In thousands of EUR) Carrying amount Fair Value Carrying amount Fair Value
Held-to-maturity investments 211 211 39 39
Trade and other receivables 166,113 166,113 116,662 116,662
Cash and cash equivalents 16,868 16,868 17,002 17,002
Lease liabilities (14,536) (14,536) (12,654) (12,654)
Line A Loan (7,474) (7,474) (10,450) (10,450)
Line B2 Loan (7,142) (7,142) - -
M/L loan within 18 months (4,000) (4,000) (7,918) (7,918)
Non-guaranteed bank loans and borrowings (28,167) (28,167) (3,322) (3,322)
Trade and other payables (59,270) (59,270) (43,296) (43,296)
Employee benefits (65,543) (65,543) (44,301) (44,301)
Total (2,940) (2,940) 11,762 11,762

Methods for determining fair value

The methods and main assumptions used for measuring the fair value of the financial instruments are shown below:

Non-derivative financial liabilities

Bank loans and borrowings and other financial liabilities bear interest at floating rate and therefore, also considering that they are indicated net of the related charges, no significant differences between the carrying amount and fair value were identified.

Derivative financial liabilities

The fair value of Interest Rate Swaps is equal to the present value of the future cash flows estimated on the basis of observable market parameters, and also compared with the prices of the financial intermediary with whom the contract was signed.

Trade and other receivables

The fair value of trade and other receivables is estimated based on future cash flows discounted using market interest rates at the reporting date. The fair value matches the carrying amount as it already reflects the impairment loss.

For information concerning the interest rates used to discount the expected cash flows, where applicable, on the elements listed in the above table, mainly used for calculating the financial liabilities at amortised cost, refer to Note 13.

Fair value hierarchy

The following table shows the financial instruments recognised at fair value based on the valuation technique used. The different levels were defined as follows:

Level 1: (unadjusted) prices quoted in active markets for identical assets or liabilities;

Level 2: inputs other than quoted market prices defined in Level 1, which are observable for the asset or the liability, either directly (as in the case of prices), or indirectly (derived from prices);

Level 3: inputs relating to the asset or liability that are not based on observable market data (data not observable).

Hedging IRS
(In thousands of EUR) 31/12/2021 31/12/2020
Level 1 - -
Level 2 (14) (33)
Level 3 - -

Hedging IRS
(In thousands of EUR) 31/12/2021 31/12/2020
Total (14) (33)

31. Leases

The Group, for the purposes of its business, makes use of several leases, mainly for car rental and property leases for the branches and offices.

32. Related parties

Some members of the Board of Directors hold a position in other bodies and may be in a position to exercise control or significant influence on the financial and management policies of such bodies.

The relationships between Group companies and the Group with related parties, as identified on the basis of the criteria defined in IAS 24 Related Party Disclosures, are mainly commercial in nature.

During the year, the Group carried out transactions with some of the above-mentioned bodies as shown below. The general conditions that regulate said transactions have been carried out on an arm's length basis.

During the meeting of 12 October 2015, the Board of Directors approved and subsequently updated, most recently on 29 June 2021, the related party transactions policy and procedure, in accordance with Article 2391-bis of the Italian Civil Code and with the "Related party transactions regulations" adopted by CONSOB with resolution no. 17221 of 12 March 2010 and subsequent amendments.

Description
(in thousands of EUR)
Total 2021 Other related
parties
Total related
parties
% weight on
financial
statement items
1 Employee costs 42,458 3,603 3,603 8.49%
Description
(in thousands of EUR)
Total 2020 Other related
parties
Total related
parties
% weight on
financial
statement items
1 Employee costs 32,270 2,761 2,761 8.56%

The total value of the transactions and residual balances is as follows:

As shown in Note 33 below, the item Employee costs from Other related parties includes costs of EUR 2,458 thousand in 2021 (EUR 1,839 thousand in 2020) for the Board of Directors; EUR 797 thousand in 2021 (EUR 591 thousand in 2020) for key management personnel and EUR 348 thousand in 2021 (EUR 331 thousand in 2020) for salaries paid to close family members of the latter.

In the course of normal business, the Group has provided contract worker supply services and has collaborated with related parties for immaterial amounts and under market conditions.

33. Remuneration of members of the Boards of Directors, key management personnel and members of the Board of Statutory Auditors.

The general conditions that regulate the transactions with key management personnel and their related parties were not more favourable than those applied, or that could reasonably be applied, in the case of similar transactions with non-key management personnel associated with the same bodies at normal market conditions.

The total remuneration of Group key management personnel, recorded in the item Personnel expense and costs for services, amounted to EUR 3,265 thousand, of which EUR 2,458 thousand for members of the Board of Directors and EUR 807 thousand for key management personnel (EUR 2,430 thousand in 2020, of which EUR 1,839 thousand for the members of the Board of Directors and EUR 591 thousand for key management personnel). In addition to salaries, the Group also offers certain key management personnel benefits in kind according to the ordinary contractual practice for company managers. It should be noted that the Board of Directors has assigned to Directors and key management personnel the option, i.e. the right to receive a sum of money corresponding to the increase in the value of Openjobmetis S.p.A. shares at the end of the three-year vesting period, in May 2021, and subject to the occurrence of the conditions contained in the "Informational document relating to the incentive plan" based on the attribution of Phantom Stock Options available on the company website and to which explicit reference is made. The shareholders' meeting of 17 April 2019 approved the adoption of a 2019-2021 Performance Shares Plan which provides for the right of directors, key management personnel and other key employees to receive, at the end of the three-year vesting period, ordinary shares of Openjobmetis S.p.A. subject to the achievement of certain Performance Objectives as described in the above Plan (to which explicit reference is made).

It should also be noted that the remuneration to certain Directors has been paid to their respective companies rather than to individual beneficiaries, according to an agreement between them and the companies in question, for a total of EUR 74 thousand in 2021 (EUR 40 thousand in 2020).

For more information regarding fees of said managers, reference is made to the 2021 Remuneration Report published in the "Corporate Governance" section of the company website.

Remuneration to the Board of Statutory Auditors for 2021 amounted to EUR 119 thousand (EUR 88 thousand in 2020).

The total amount of transactions with said key management personnel and bodies over which they exercise control or significant influence is as follows:

Remuneration (in thousands of EUR) Remuneratio
n of the
parent
Non-monetary
benefits
Bonuses and
other
incentives
Remuneration
of subsidiaries
Total
remuneration
Members of the Board of
Directors
1,048 None 916* 494 2,458
Key Management Personnel 440 None 367* - 807
Total BoD and Key
management personnel
1,488 None 1,283 494 3,265
Remuneration (in thousands of EUR) Remuneratio
n of the
parent
Non-monetary
benefits
Bonuses and
other
incentives
Remuneration
of subsidiaries
Total
remuneration
Board of Statutory Auditors 88 None - 31 119
Total Board of Statutory
Auditors
88 None - 31 119
Total remuneration of key

*The amount includes a portion allocated in the year which will be paid out in 2023 subject to the achievement of specific results in relation to the acquisition of Quanta.

34. Compensation to the audit company

Type of services Service provider Recipient Compensation (in
thousands of EUR)
Audit KPMG S.p.A. Openjobmetis S.p.A. 164
Audit KPMG S.p.A. Quanta S.p.A. 182
Audit KPMG S.p.A. Quanta Risorse Umane
S.p.A.
18
Audit KPMG S.p.A. Openjob Consulting S.r.l. 11
Audit KPMG S.p.A. Seltis Hub S.r.l. 11
Audit KPMG S.p.A. Family Care S.r.l. 25
Total compensation for audit services 411
Forma.Temp statement KPMG S.p.A. Openjobmetis S.p.A. 4
Forma.Temp statement KPMG S.p.A. Quanta S.p.A. 4
Non-financial statement KPMG S.p.A. Openjobmetis S.p.A. 15
Due diligence activities KPMG S.p.A. Openjobmetis S.p.A. 208
Other assurance activities KPMG S.p.A. Openjobmetis S.p.A. 15
Total 657

Auditing services include the statutory audit of the consolidated financial statements as at and for the year ended 31 December 2021 as well as the review of the interim consolidated financial statements as at 30 June 2021.

35. Atypical and/or unusual transactions

The consolidated financial statements as at 31 December 2021 do not show any income components or capital and financial items, either positive or negative, arising from atypical and/or unusual events and transactions, as defined in Consob communication no. DEM/606493 of 28 July 2006.

36. Significant non-recurring events and transactions

In compliance with Consob communication no. DEM/6064293 of 28 July 2006, regarding events or transactions which are non-recurring or those transactions or events which do not occur frequently in the ordinary course of business, reference should be made to the comments made in Note 24, in relation to due diligence and consultancy services for EUR 1,146 thousand (about 3% of the costs for services), to Note 25, in relation to a capital loss realised with the sale of the property in Rodengo Saiano (BS) for EUR 240 thousand (about 29% of the other operating expenses) as well as EUR 533 thousand related to personnel reorganisation costs.

37. Information required by Law no. 124/2017, Article 1, paragraphs 125-129

It should be noted that during the year the company did not receive any public grants, subsidies, benefits, contributions or aid, in cash or in kind, which are not general in nature and are not a form of consideration, remuneration or compensation, in addition to what has already been published on the site:

https://www.rna.gov.it/RegistroNazionaleTrasparenza/faces/pages/TrasparenzaAiuto.jspx

38. Earnings per share

The calculation of earnings per share for the years ended 31 December 2021 and 31 December 2020 is shown in the following table and is based on the ratio of profit (loss) attributable to the Group to the weighted average number of issued outstanding shares.

(In thousands of EUR) 2021 2020
Profit (loss) for the year 10,713 23,642
Average number of shares in thousands* 13,305 13,026
Basic earnings per share (in EUR) 0.81 1.81

Diluted earnings per share (in EUR) 0.81 1.81

* The average number of shares is calculated net of treasury shares purchased following the buy-back programme, as described in more detail in Note 19, to which reference is made.

Taking into account the characteristics of the existing Stock Option plan, there are no significant impacts on diluted earnings per share.

39. Subsequent events

As of 00.00 on 1 January 2022, pursuant to Article 2504-bis, paragraph 2, of the Italian Civil Code, the statutory, accounting and tax effects of the merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. became effective. The transaction did not entail any increase in share capital as the entire share capital of the merged company Quanta S.p.A. was wholly owned by the merging company.

With regard to the outbreak of the Russia/Ukraine conflict, we are witnessing an increase in global economic uncertainty that could lead to greater volatility in the markets, an increase in inflation and higher interest rates. On the basis of the information available, it is not believed that, at least in the short term, this will have a direct impact on the Group's business. The Group is monitoring the events and any impacts, currently unidentified, on its customers and how these might affect the Group.

The effects arising from these events have been considered as non-adjusting events, in accordance with IAS 10, as they occurred after the reporting date.

On 23 February 2022, Gabriella Porcelli - already a non-executive and independent Director of the Company, as well as a member of the Control, Risks and Sustainability Committee - notified her resignation from office due to unexpected professional commitments, with effect from the date on which the Shareholders' Meeting would be convened for the approval of the financial statements as at 31 December 2021, or from the effective date of appointment of a new director, if this does not coincide with the date of the Shareholders' Meeting.

Therefore, in compliance with current legislation, the Company initiated a process aimed at coopting a new director to replace the outgoing director, first of all taking into consideration - in compliance with Article 15.16 of the Articles of Association - any other candidate included in the list from which the outgoing director was drawn and elected.

Having acknowledged the unavailability to assume the position of Giulia Poli - the only useful candidate in the progressive order of List no. 2, submitted, at the Shareholders' Meeting of 30 April 2021, by several shareholders under the aegis of Assogestioni,- the Company initiated discussions with the Committee of Managers of Assogestioni in order to identify a useful candidate for appointment by co-optation, at the end of which, Lucia Giancaspro was finally selected.

On 16 March 2022, following the favourable opinion of the Board of Statutory Auditors, the Board of Directors co-opted Lucia Giancaspro, pursuant to Article 2386 of the Italian Civil Code and Article 15.6 of the Articles of Association; the appointment was made in compliance with the provisions of law, regulations and the Articles of Association, also with regard to gender balance provisions.

At the same time, Lucia Giancaspro was appointed as member of the Control, Risks and Sustainability Committee, until the expiry of her term of office - which is envisaged, pursuant to Article 2386 of the Italian Civil Code, with the approval of the financial statements as at 31 December 2021.

It should be noted that, to the Company's knowledge, Lucia Giancaspro does not hold any equity investment in Openjobmetis S.p.A.

Lucia Giancaspro's curriculum vitae is available for consultation on the Company's website (www.openjobmetis.it).

Milan, 16 March 2022

On behalf of the Board of Directors

The Chairman

Marco Vittorelli

(signed on the original)

STATEMENT ON THE CONSOLIDATED FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 154-BIS OF LEGISLATIVE DECREE 58/98 AS AMENDED AND SUPPLEMENTED

  1. We the undersigned Rosario Rasizza, Managing Director, and Alessandro Esposti, Manager in charge of financial reporting of Openjobmetis S.p.A., hereby certify, taking into account, inter alia, the provisions of Article 154-bis.3/4 of Legislative Decree no. 58 of 24 February 1998:

• the adequacy in relation to the characteristics of the company and

• the actual application of the administrative and accounting procedures for the preparation of the consolidated financial statements, in the year from 01/01/2021 to 31/12/2021.

  1. In this regard, it should be noted that the adequacy of the administrative and accounting procedures used to prepare the consolidated financial statements as at and for the year ended 31 December 2021 was assessed on the basis of the assessment of the system of internal controls and for the audit of the processes directly or indirectly connected with the preparation of the accounting and financial statement data.

  2. We confirm that:

I.The consolidated financial statements as at and for the year ended 31 December 2021:

• correspond with the information contained in the accounting ledgers and records;

• have been prepared in accordance with applicable international accounting standards recognised by the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002 as well as the provisions issued in implementation of Legislative Decree no. 38/2005;

• provide a true and fair view of the financial position, results of operations and cash flows of the issuer and all its consolidated companies.

II.The Directors' Report of the separate and consolidated financial statements includes a reliable analysis of the operating performance and results, as well as the situation of the issuer, the events that have occurred during the year and their impact on the financial statements, together with the description of the main risks and uncertainties to which the Group is exposed. The Director's Report also contains information on significant transactions with related parties. Pursuant to the provisions of Article 154-ter of Legislative Decree 58/98

Managing Director Manager in charge of financial reporting

Rosario Rasizza (signed on the original)

Milan, 16 March 2022

Alessandro Esposti (signed on the original)

KPMG S.p.A. Revisione e organizzazione contabile Via Vittor Pisani, 25 20124 MILANO MI Telefono +39 02 6763.1 Email [email protected] PEC [email protected]

(As disclosed by the Directors on the first page, the accompanying consolidated financial statements of Openjobmetis Group constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815. This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Openjobmetis S.p.A.

Report on the audit of the consolidated financial statements

Opinion

We have audited the consolidated financial statements of the Openjobmetis Group (the "Group"), which comprise the statement of financial position as at 31 December 2021, the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Openjobmetis Group as at 31 December 2021 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the consolidated financial statements" section of our report. We are independent of Openjobmetis S.p.A. (the "Parent") in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the consolidated financial statements of the current year. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Measurement of goodwill

Notes to the consolidated financial statements: 2 "Significant accounting policies" and 5 "Intangible assets and goodwill"

Key audit matter Audit procedures addressing the key
audit matter
The consolidated financial statements at
31 December 2021 include goodwill of
Our audit procedures, which also involved
our own specialists, included:
€99,227 thousand, increased by €24,101
thousand compared to 31 December 2020,
due to the acquisition of Quanta S.p.A. and
its controlled subsidiary Quanta Risorse
Umane S.p.A. finalised in 2021. This
goodwill at 31 December 2021 is allocated to
the cash-generating unit comprising the

updating our understanding of the
process adopted to prepare the 2022 -
2026 business plan and the impairment
test, assessing the design and
implementation of relevant controls and
performing procedures to assess their
operating effectiveness;
Parent and the controlled subsidiaries'
operating assets and liabilities, excluding
Family Care S.r.l. identified as a separate
cash-generating unit.

checking any discrepancies between
previous years forecast and actual
figures, in order to check the accuracy of
the estimation process;
The directors, assisted by an external
advisor, prepared an impairment test of
goodwill, approved by the board of directors
on 16 March 2022, in order to identify any
impairment losses compared to its
recoverable amount. The directors estimated
the recoverable amount based on its value in
use, calculated using the discounted cash
flow model by discounting the expected cash
flows set out in the 2022 - 2026 business

analysing the reasonableness of the
expected cash flows and the key
assumptions used by the directors to
prepare the business plan used for
impairment testing. We also compared
the expected cash flows and key
assumptions to the cash-generating
unit's historical figures and external
information, where available;
plan approved by the board of directors on
4 February 2022.

assessing the reasonableness of the
impairment testing model and related
Impairment testing entails a high level of
judgement, especially in relation to:
assumptions, especially in relation to the
discount rate, based on the related
components, and comparing them to

the expected cash flows, calculated by
taking into account the general
economic performance and the actual
cash flows generated by the cash
generating unit in recent years;

the financial parameters to be used to
external data and information;

checking any discrepancies between the
most recent financial information
prepared and the data included in the
business plan and understanding the
reasons therefor;
discount the above cash flows.
For the above reasons and considering the
materiality of the financial statements

comparing the value in use arising from
the impairment test to the market
capitalisation;
caption, we believe that the measurement of
goodwill is a key audit matter.
checking the sensitivity analysis

presented in the notes in relation to the

Key audit matter Audit procedures addressing the key
audit matter
main assumptions used for impairment
testing;

assessing the appropriateness of the
disclosures provided in the notes about
the measurement of goodwill.

Measurement of trade receivables

Notes to the consolidated financial statements: 2 "Significant accounting policies", 10 "Trade receivables" and 30 (a) "Financial instruments – credit risk"

Key audit matter Audit procedures addressing the key
audit matter
The consolidated financial statements at
31 December 2021 include trade receivables
of €153,040 thousand, net of the loss
allowance of €6,699 thousand. These
receivables are also recorded net of an
amount equal to €4,099 thousand,
corresponding to the impairment emerged
from the recognition at fair value of Quanta
S.p.A.'s trade receivables at the acquisition
date.
In Italy, the Group has a large number of
customers operating in various sectors,
especially small to medium sized companies.
Accordingly, any worsening in the general
market conditions or a negative performance
of the credit market could have an adverse
impact on the Group's transactions with
these customers, affecting its ability to collect
Our audit procedures included:

updating our understanding of the
process adopted to monitor and manage
credit risk;

assessing the design and
implementation of relevant controls and
performing procedures to assess their
operating effectiveness, including the
Group's checks of its customers'
solvency and assignment of a credit
rating to them, the regular monitoring of
past due exposures and of the
implementation of the related recovery
measures;

assessing the reasonableness of the
trade receivable measurement model
adopted by the Group, in relation to the
collective and individual assessments,
its trade receivables and affecting its working
capital management. Considering the nature
of existing trade receivables, the Group
estimated the impairment losses on trade
receivables based on a specific assessment
of the exposures individually significant or
under dispute. It also performed a collective
through discussions with the relevant
internal departments and considering
the Group's past experience and
expectations about the market
conditions over the entire expected lives
of the receivables and our knowledge of
its sector;
assessment by groups of homogeneous
exposures.
The loss allowance is based on the lifetime
expected credit losses, estimated

sample-based analysis of collections
from customers after the reporting date
relating to trade receivables existing at
the reporting date;
considering many factors, including:

trade receivables' aging;

customer's solvency;

historical figures adjusted if necessary
by scalar factors to reflect the expected
market conditions over the entire
expected lives of the receivables.

on a sample basis and with reference to
the main past due exposures,
discussing the recoverability prospects
with the relevant internal departments
and checking their consistency, by
assessing the reasonableness of
estimates based on our understanding
Accordingly, calculating the loss allowance
requires a high level of judgement.
of the Group's business, its past
experience, the reference environment

Key audit matter Audit procedures addressing the key
audit matter
For the above reasons and considering the
materiality of the financial statements
caption, we believe that the measurement of
trade receivables is a key audit matter.
and publicly-available information about
its customers' financial position and
performance;

sending written requests for information
to the legal advisors assisting the Group
with credit recovery and checking the
individual assessments made by the
Group for consistency with the
information obtained;

assessing the appropriateness of the
disclosures provided in the notes about
the measurement of trade receivables.

Responsibilities of the Parent's directors and board of statutory auditors ("Collegio Sindacale") for the consolidated financial statements

The directors are responsible for the preparation of consolidated financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the Group's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the consolidated financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the Parent or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the Group's financial reporting process.

Auditors' responsibilities for the audit of the consolidated financial statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

— identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures

responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;

  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Group to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation;
  • obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 12 October 2015, the shareholders of Openjobmetis S.p.A. appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2015 to 31 December 2023.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the Parent in conducting the statutory audit.

We confirm that the opinion on the consolidated financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The directors of Openjobmetis S.p.A. are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the consolidated financial statements to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the consolidated financial statements with the Commission Delegated Regulation (EU) 2019/815.

In our opinion, the consolidated financial statements have been prepared in the XHTML format and have been marked up, in all material respects, in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The directors of Openjobmetis S.p.A. are responsible for the preparation of the Group's directors' report and the report on corporate governance and ownership structure at 31 December 2021 and for the consistency of such reports with the related consolidated financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the Group's consolidated financial statements at 31 December 2021 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the directors' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the Group's consolidated financial statements at 31 December 2021 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Statement pursuant to article 4 of the Consob regulation implementing Legislative decree no. 254/16

The directors of Openjobmetis S.p.A. are responsible for the preparation of a consolidated non-financial statement pursuant to Legislative decree no. 254/16. We have checked that the directors had approved such consolidated non-financial statement. In accordance with article 3.10 of Legislative decree no. 254/16, we attested the compliance of the consolidated non-financial statement separately.

Milan, 24 March 2022

KPMG S.p.A.

(signed on the original)

Luisa Polignano Director of Audit

SEPARATE FINANCIAL STATEMENTS

Statement of Financial Position Statement of Comprehensive Income Statement of Changes in Equity Statement of Cash Flows Notes to the Separate Financial Statements

Statement of Financial Position

(In EUR) Notes 2021 2020
ASSETS
Non-current assets
Property, plant and equipment 3 2,806,475 2,285,884
Right of use for leases 3 9,039,938 10,503,134
Intangible assets and goodwill 4 73,180,621 72,018,228
Equity investments in subsidiaries 5 36,271,607 5,454,487
Financial assets 6 957 27,875
Deferred tax assets 7 21,795,757 21,870,031
Total non-current assets 143,095,356 112,159,639
Current assets
Cash and cash equivalents 8 5,095,210 13,876,437
Trade receivables 9 120,222,585 103,927,293
Other assets 10 8,430,207 7,541,744
Current tax assets 11 - 232,911
Financial assets 6 5,008,479 -
Total current assets 138,756,482 125,578,385
Total assets 281,851,838 237,738,024
LIABILITIES AND EQUITY
Non-current liabilities
Financial liabilities 12 9,758,110 7,449,554
Lease liabilities 12 6,191,316 7,417,002
Derivative instruments 12-29 13,687 32,926
Non-current tax liabilities 16 717,500 1,435,000
Employee benefits 13 628,012 639,062
Other liabilities 15 900,000 -
Total non-current liabilities 18,208,625 16,973,544
Current liabilities
Bank loans and borrowings and other financial liabilities 12 24,345,394 14,156,987
Lease liabilities 12 2,990,939 3,154,632
Trade payables 14 10,497,662 9,179,178
Employee benefits 13 52,161,781 40,996,388
Other liabilities 15 37,583,527 30,468,878
Current tax liabilities 16 1,361,443 717,000
Provisions 17 1,838,839 1,715,673
Total current liabilities 130,779,585 100,388,736
Total liabilities 148,988,210 117,362,280
EQUITY
Share capital 13,712,000 13,712,000
Legal reserve 2,811,996 2,811,996
Share premium reserve 31,545,661 31,545,661
Other reserves 74,253,461 47,770,505
Profit (loss) for the year 10,540,510 24,535,582
Total equity 18 132,863,628 120,375,744
Total liabilities and equity 281,851,838 237,738,024

Statement of Comprehensive Income

(In EUR) Notes 2021 2020
Revenue 19 624,939,861 495,125,689
Costs of contract work 21 (555,337,887) (440,125,615)
First contribution margin 69,601,974 55,000,074
Other income 20 12,562,564 8,618,722
Personnel expense 21 (31,216,828) (26,367,290)
Cost of raw materials and consumables 22 (144,564) (146,551)
Costs for services 23 (31,203,014) (22,850,052)
Amortisation, depreciation and impairment losses 3,4,5 (4,269,105) (5,621,458)
Impairment losses on trade receivables and other assets 25 (1,554,315) (1,590,739)
Other operating expenses 24 (804,424) (529,427)
Operating profit (loss) 12,972,288 6,513,279
Financial income 26 1,132,588 2,932,836
Financial expense 26 (579,405) (501,473)
Profit (loss) before taxes 13,525,471 8,944,642
Income taxes 27 (2,984,961) 15,590,940
Profit (loss) for the year 10,540,510 24,535,582
Other comprehensive income (expense)
Items that are or may subsequently be reclassified to profit/loss
Fair value gains (losses) on cash flow hedges 19,238 (6,924)
Items that will not be reclassified to profit/loss
Actuarial gain (loss) (12,505) (24,372)
Total other comprehensive income (expense) for the year 6,733 (31,296)
Comprehensive income (expense) for the year 10,547,243 24,504,286

Statement of Changes in Equity

(In thousands of EUR) Note Share
capital
Legal
reserve
Share premium
reserve
Other
reserves
Hedging reserve
and actuarial
reserve
Profit (loss) for
the year
Total
Equity
Balances as at 01/01/2019 18 13,712 1,654 31,545 33,221 (12) 12,782 92,902
Allocation of profit (loss) for
the year
639 12,143 (12,782)
Dividend distribution (3,059) (3,059)
Repurchase of treasury shares (650) (650)
Fair value gain (loss) on cash
flow hedges
(26) (26)
Fair Value share-based plans 81 81
Actuarial gain (loss) (58) (58)
Profit (loss) for the year 18 10,386 10,386
Comprehensive income
(expense) for the year
18 (84) 10,386 10,302
Balances as at 31/12/2019 18 13,712 2,293 31,546 41,736 (96) 10,386 99,576
Allocation of profit (loss) for
the year
519 9,867 (10,386)
Dividend distribution (2,769) (2,769)
Repurchase of treasury shares (1,074) (1,074)
Fair value gain (loss) on cash
flow hedges
(7) (7)
Fair Value share-based plans 139 139
Actuarial gain (loss) (24) (24)
Rounding (1) (1)
Profit (loss) for the year 18 24,536 24,536
Comprehensive income
(expense) for the year
18 (31) 24,536 24,505
Balances as at 31/12/2020 18 13,712 2,812 31,546 47,898 (127) 24,536 120,376
Allocation of profit (loss) for
the year
24,536 (24,536)
Dividend distribution (1,433) (1,433)
Repurchase of treasury shares (1,721) (1,721)
Acquisition of subsidiary 4,817 4,817
Fair value gain (loss) on cash
flow hedges
19 19
Fair Value share-based plans 277 277
Actuarial gain (loss) (13) (13)
Profit (loss) for the year 18 10,541 10,541
Comprehensive income
(expense) for the year
18 6 10,541 10,547
Balances as at 31/12/2021 18 13,712 2,812 31,546 74,374 (121) 10,541 132,864

Statement of Cash Flows

(In EUR) Note 2021 2020
Cash flows from operating activities
Profit (loss) for the year 10,540,510 24,535,582
Adjustments for:
Depreciation of property, plant and equipment 3 441,505 411,883
Amortisation of intangible assets 4 400,327 265,637
Depreciation of right-of-use IFRS 16 3,427,273 3,443,938
Capital losses (gains) on sales of property, plant and equipment 253,268 18,371
Net decreases of financial assets 6.26 - 1,500,000
Impairment loss on trade receivables 25 1,554,315 1,590,739
Current and deferred taxes 27 2,984,961 (15,590,940)
Net financial (income) expense 26 (553,183) (2,431,363)
Cash flows before changes in working capital and
provisions
19,048,975 13,743,847
Change in trade receivables and other assets gross of impairment loss 9,10,25 (18,738,070) 9,283,425
Change in trade payables and other liabilities 14.15 8,122,808 (676,227)
Change in employee benefits 13 11,154,344 1,383,670
Change in current and deferred tax assets and liabilities net of taxes paid for the
year and current and deferred taxes for the year 7,11,16,27 579,925 280,325
Change in provisions 17 123,166 (28,732)
Income taxes (3,330,758) (2,001,935)
Cash flows generated/(absorbed) by operating activities (a) 16,960,389 21,984,374
Cash flows from investing activities
Purchase of property, plant and equipment 3 (1,524,397) (517,187)
Proceeds from sales of property, plant and equipment 422,359 -
Purchase of equity investments 5 (20,000,000) (1,420,758)
Other net increases in intangible assets 4 (362,720) (23,390)
Change in other financial assets 6 (4,981,561) 56
Cash flows generated/(absorbed) by investing activities (b) (26,446,320) (1,961,279)
Interest paid (254,833) (166,957)
Lease payments 12 (3,608,194) (3,589,107)
Interest and dividends received 26 1,100,266 2,762,962
New loan disbursement 12 13,000,000 10,000,000
Dividend distribution (1,432,904) (2,768,842)
Repayment of loan instalments 12 (13,776,443) (5,081,425)
Repurchase of treasury shares (1,720,582) (1,074,399)
Purchase of third party shares - (200,000)
Capital payment 5 (6,000,000) (600,000)
Change in short-term bank loans and borrowings and other loans 13,397,395 (7,777,000)
Cash flows generated/(absorbed) by financing activities (c) 704,704 (8,494,767)
Cash flows for the year (a) + (b) + (c) (8,781,226) 11,528,328
Net cash and cash equivalents as at 1 January 8 13,876,437 2,348,108
Net cash and cash equivalents as at 31 December 8 5,095,210 13,876,437

Notes to the Separate Financial Statements

General information

Openjobmetis S.p.A. (hereinafter also referred to as the "Company"), during the Board of Directors' meeting held on 30 September 2021, resolved to change its registered office from Via G. Fara 35, Milan (Italy) to Via Bernardino Telesio 18, Milan (Italy), effective 15 October 2021.

The Company operates in the staffing industry i.e. the professional supply of permanent or fixedterm labour, pursuant to article 20 of Legislative Decree no. 276/2003 as amended and supplemented, pursuant to Article 4.1.a) thereof.

In accordance with Article 2497-bis of the Italian Civil Code, the Company is not subject to the management and coordination of other corporate structures, as all business decisions are taken independently by the Board of Directors and the key management personnel of Openjobmetis S.p.A.

As from 3 December 2015, the Company is listed on Euronext Milan, in the STAR segment, organised and managed by Borsa Italiana S.p.A.

At the present date, the Company is not a subsidiary in accordance with Article 93 of the Consolidated Law on Finance (TUF).

The impacts of the Covid-19 pandemic and the resilience of Openjobmetis

The impacts of the spread of Covid-19, still present in the economy and consequently in the labour market, did not negatively affect the Company's results. In fact, Openjobmetis S.p.A. achieved higher revenue than pre-pandemic, ending its best year ever with revenue of 624,940 thousand (+26.2% compared to 2020 and +12.3% compared to 2019).

As at 31 December 2021, Openjobmetis benefited from the contract worker salary supplement (Trattamento di Integrazione Salariale - TIS) for EUR 2,131 thousand (compared to EUR 18,467 thousand as at 31 December 2020). This amount is reimbursed by Forma.Temp and is recognised in the income statement for the period as a direct reduction in personnel costs. The total residual credit for TIS as at 31 December 2021 is equal to EUR 4,247 thousand.

As in the recent past, there are no particular situations of solvency risk for customers of the Company Openjobmetis S.p.A. compared to the pre-Covid period. This is demonstrated by the

average collection times (DSO), which stood at 69 days as at 31 December 2021, down from 76 days as at 31 December 2020.

The Company's management sees no particular impact in relation to the recoverability of trade receivables and intangible assets and goodwill recorded in the financial statements.

Openjobmetis S.p.A. operated regularly during the year, continuing to guarantee normal support to the businesses that use it. The Company Protocol of the measures adopted to combat and contain the spread of the Coronavirus SARS-Cov-2, already adopted by the Company from the early stages of the spread of the virus, has been progressively refined and adjusted to the regulations in force in the various phases of the pandemic. To protect the health of its employees, an active Agile Work plan has been maintained for all those activities that can be carried out from the worker's home, compatibly with business needs and in accordance with their duties and activities, also based on the size of the work environments.

The decision not to make use of the government-sponsored lay-off scheme for facility personnel has enabled the Company to remain vigilant and operate promptly with respect to the restart of the market, influenced by the progress of the vaccination campaign.

Other preventive measures that the Company has adopted and maintained include the obligations to measure the temperature and ensure hand sanitation at every entrance to the company, to supply daily PPE to all employees, to carefully organise and manage the common areas, as well as ensuring thorough and careful cleaning and sanitation of the premises.

The Company has also activated a dedicated email inbox in order to accurately track positive cases and quarantines. As required by Law Decree 127/2021, the requirement to display COVID-19 green certification for both facility staff and contract workers was enforced as of 15 October.

Accounting standards and basis of presentation adopted in preparing the financial statements

1. Accounting standards and statement of compliance

These separate financial statements have been prepared in compliance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and endorsed by the European Union, and interpretations thereof in force as at 31 December 2021, as well as measures issued in implementation of article 9 of Legislative Decree no. 38/05. The rules of national legislation implementing directive 2013/34 EU also apply, insofar as

they are compatible, to companies that prepare IFRS financial statements. Therefore, the financial statements incorporate what is laid out in the articles of the Italian Civil Code and the corresponding rules of the T.U.F. for listed companies on the matter of the directors' report, auditing and the publication of financial statements. The separate financial statements and the relative notes also provide the details and supplementary information required by other rules and provisions of Consob on financial statements. The separate financial statements contain the statement of financial position, the statement of comprehensive income, the statement of changes in equity, the statement of cash flows and the relevant notes.

In preparing these separate financial statements, the following formats, selected from the various options allowed by IAS 1, were used:

  • the statement of financial position was prepared by classifying the values according to the format of current/non-current assets/liabilities;
  • the statement of comprehensive income was prepared by classifying the items by nature;
  • the statement of cash flows was prepared using the indirect method.

The purpose of the notes is to illustrate the preparation criteria adopted and to provide the information required by IAS/IFRS and not contained in other parts of the financial statements, as well as any additional information that is not shown in the financial statements but is necessary for a reliable representation of the Company's activities.

The separate financial statements were prepared on the basis of the accounting records as at 31 December 2021 on a going concern basis and are accompanied by the report on operations.

The Company's separate financial statements for the year ended as at 31 December 2020 were approved by the Board of Directors of the Company at the meeting held on 16 March 2022, when the sharing of the results through a press release dated 16 March 2022 containing the main elements of the financial statements was authorised. The Board of Directors of Openjobmetis S.p.A. has the authority to amend the separate financial statements until the date of the Shareholders' Meeting called to approve the Company's financial statements. The Shareholders' Meeting has the authority to request changes to these separate financial statements.

The separate financial statements are prepared with amounts rounded to the nearest Euro, the Company's functional currency. Moreover, for the purpose of transparency, the mandatory items pursuant to IAS 1 with zero balances were omitted in the schedules and tables, in both periods presented for comparison.

In compliance with Consob resolution no. 15519 of 27 July 2006 and Consob Communication no. DEM/6064293 of 28 July 2006, Note 35 indicates separately the events or transactions whose occurrence is non-recurring or those transactions or events which do not occur frequently in the ordinary course of business. Also in application of the same Consob references, any incidences of non-recurring significant events and transactions are reported in Note 35, while in Note 31 the relative incidences regarding positions and transactions with related parties are indicated separately.

The most important accounting policies and standards used by the Company to prepare the separate financial statements are described below.

2. Significant accounting policies

(a) General, adoption of new accounting standards, amendments and interpretations issued by the IASB

New accounting standards adopted by the Company from 1 January 2021

These financial statements have been prepared using the same accounting standards applied by the Company in the last annual financial statements. There are no new standards or amendments that became effective from 1 January 2021.

Use of estimates and valuations

While preparing the separate financial statements, company management had to formulate valuations, estimates and assumptions that affect the application of the accounting policies and the amounts of assets, liabilities, costs and revenue recognised in the financial statements.

These estimates and assumptions are regularly revised; any changes resulting from the revision of accounting estimates are recognised in the year in which the revision is carried out and in future years.

The main subjective assessments made by Group management in applying the accounting standards and the main sources of uncertainty in estimates were the same as those applied for the preparation of the financial statements for the year ended 31 December 2020.

In particular, information on the areas of greater uncertainty in the formulation of estimates and valuations during the process of application of IFRS that have a significant effect on the amounts recognised in the financial statements together with aspects of particular significance are provided below:

  • Impairment testing on goodwill

Goodwill is subject to impairment tests at least annually or more often if there are indicators of an impairment loss.

Impairment testing is carried out using the discounted cash flow method: this method is highly sensitive to the assumptions contained in the estimate of future cash flows, with reference to changes in revenue, margins and collection terms from customers, and of interest rates used.

For this assessment, the Company uses plans approved by the administrative body and financial parameters in line with those resulting from the current performance of the reference markets.

Details regarding the procedures for preparing the goodwill impairment test are provided in Note 4.

- Measurement of receivables

The Company sets aside a loss allowance that reflects the estimate of impairment losses on trade receivables, whose main components are the individual impairment of significant exposures or those subject to disputes and collective impairment of homogeneous groups of trade receivables against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Company's point of view about the economic conditions over the entire expected life of the receivables. Therefore, the loss allowance is calculated based on estimated impairment losses on receivables that the Company expects to incur and takes into account multiple elements, including:

  • receivables' ageing;
  • customers' solvency;
  • prior historical experience, adjusted if necessary by scalar factors to reflect the economic conditions estimated over the entire expected lives of the receivables.

When there is certainty that it will not be possible to recover the amount due, the amount considered irrecoverable is written off directly from the related financial asset.

The above requires the management to make significant estimates with regard to general economic conditions and any possible negative trends in the credit markets that could negatively impact on customer relations.

- Provisions

The Company is a party to certain proceedings, arising from the conduct of business and from events of a civil and tax nature involving the companies.

In addition, in view of the sector in which it operates, it is exposed to the risk of being involved in legal and/or arbitration proceedings of a labour law nature, both with reference to contract workers and to the organisational structure of the Company and in relation to contracts with independent collaborators.

In the event that it is considered probable that as a result of the dispute a disbursement of resources - the amount of which can be reliably estimated - will be required, this amount, discounted to take account of the time horizon along which the disbursement will take place, is included in the provisions for risks. Disputes for which the occurrence of a liability is considered only possible but not probable are disclosed in the relevant section on commitments and risks and, as a result, no allocations are made with respect thereto.

Assessing the development of such disputes can be complicated and requires the management to make significant estimates.

  • Leases

The Company estimated the lease term of certain contracts in which it acts as a lessee and that provide for renewal options. The Company's assessment of whether or not there is a reasonable certainty of exercising the option affects the estimate of the lease term, significantly impacting the amount of lease liabilities and right-of-use assets recognised.

(b) Equity investments in subsidiaries

The amount of equity investments in the separate financial statements is determined on the basis of the purchase or subscription price, including directly attributable incidental expenses, net of impairment losses.

(c) Cash and cash equivalents

Cash and cash equivalents include cash balances and sight deposits and are recognised at their nominal amount, which corresponds to their fair value.

(d) Financial instruments

Non-derivative financial instruments

Non-derivative financial instruments include investments in equities and debt instruments, trade and other receivables, financial liabilities, trade and other payables.

Trade receivables and debt securities issued are recognised when they arise. All other financial assets and financial liabilities are initially recognised at the trade date, i.e. when the Company becomes a contractual party to the financial instrument.

Except for trade receivables that do not contain a significant financing component, financial assets are initially measured at fair value plus or minus, in the case of financial assets or financial liabilities not measured at FVTPL, the transaction costs directly attributable to the acquisition or issue of the financial asset. At the time of initial recognition, trade receivables that do not have a significant financing component are measured at their transaction price.

At the time of initial recognition, a financial asset is classified according to its assessment: amortised cost; fair value through other comprehensive income (FVOCI); or fair value through profit or loss (FVTPL).

Financial assets are not reclassified subsequent to their initial recognition, unless the Company changes its business model for the management of financial assets. In this case, all financial assets concerned are reclassified on the first day of the first year following the change in business model. A financial asset shall be measured at FVOCI if both of the following conditions are met and it is not designated at FVTPL: the financial asset is held within the framework of a business model whose objective is achieved either through the collection of the contractual cash flows or through the sale of the financial assets, and the contractual terms of the financial assets involve, at certain dates, cash flows exclusively represented by payments of capital and interest on the amount of capital to be returned.

At the time of initial recognition of an equity instrument not held for trading purposes, the Company may make the irrevocable decision to present subsequent changes in fair value in other comprehensive income (expense). This decision is made for each asset.

All financial assets not classified as measured at amortised cost or FVOCI, as indicated above, are measured at FVTPL.

At the time of initial recognition, the Company may irrevocably designate the financial asset as measured at fair value through profit or loss if doing so eliminates or significantly reduces an accounting asymmetry that otherwise would result from the measurement of the financial asset at amortised cost or FVOCI.

For the purposes of assessment, the "capital" is the fair value of the financial asset at the time of initial recognition, while the "interest" constitutes consideration for the time value of money, for the credit risk associated with the amount of capital to be returned during a given period of time

and for other risks and base costs linked to the loan (for example, liquidity risk and administrative costs), as well as the profit margin.

In assessing whether the contractual cash flows are represented exclusively by payments of principal and interest, the Company considers the contractual terms of the instrument. Therefore, it assesses, among other things, whether the financial asset contains a contractual clause that changes the timing or the amount of the contractual cash flows so as to not meet the following condition. For the purposes of the assessment, the Company considers: contingent events which would alter the timing or amount of the cash flows; clauses which may adjust the contractual interest rate of the coupon, including variable rate components; prepayment and extension components; and clauses which limit requests of cash flows by the Company from specific assets (for example, non-recourse components).

The financial assets of the Company, relating to trade and other receivables, are classified as measured at amortised cost. These financial assets are then recognised as described above, and subsequently measured at amortised cost in accordance with the effective interest method. Impairment losses are deducted from the amortised cost. Interest income, exchange rate gains and losses and impairment losses are recognised in profit or loss for the year as well as any gains or losses on derecognition.

Before 1 January 2018, these financial assets were measured at amortised cost using the effective interest method, less impairment losses.

Financial liabilities are classified as measured at amortised cost or FVTPL. A financial liability is classified at FVTPL when it is held for trading, represents a derivative or is designated as such upon initial recognition. Financial liabilities at FVTPL are measured at fair value and any changes, including interest expense, are recognised in the profit or loss for the year. Other financial liabilities are subsequently measured at amortised cost using the effective interest method. Interest expense and exchange rate gains and losses are recognised in profit or loss for the year, as well as any gains or losses deriving from derecognition. The Company's financial liabilities are classified as measured at amortised cost.

Financial assets are derecognised when the contractual rights to the cash flows arising therefrom expire, when the contractual rights to receive the cash flows within the scope of a transaction in which substantially all the risks and rewards incidental to the ownership of the financial asset are transferred or when the Company neither transfers nor retains substantially all the risks and rewards incidental to the ownership of the financial asset and does not maintain control of the financial asset.

The Company proceeds to derecognise a financial liability when the obligation specified in the contract has been fulfilled or cancelled or has expired. The Company also derecognises a financial liability when the associated contractual terms are changed and the cash flows of the modified liability are substantially different. In this case, a new financial liability is recognised at fair value on the basis of the modified contractual terms. The difference between the accounting value of the extinguished financial liability and the consideration paid (including assets not represented by cash transferred or liabilities assumed) is recognised in the profit or loss for the year.

Financial assets and liabilities may be offset and the amount resulting from offsetting is presented in the statement of financial position if, and only if, the Company currently has the legal right to offset such amounts and intends to adjust the balance on net bases or recover the asset and adjust the liability simultaneously.

Trade and other receivables

Trade and other receivables are identified as financial assets measured at amortised cost, and are initially recognised at the transaction price for trade receivables and at fair value for other assets, which generally corresponds to their nominal amount, and subsequently measured at amortised cost net of any impairment losses identified. The impairment test of receivables is based on the present value of expected cash flows.

Allowances for impairment for trade receivables are always measured at an amount equal to the expected losses along the life of the receivable; the Company takes into consideration reasonable and supportable information that is relevant and available. This includes quantitative and qualitative information and analyses, based on the historical experience of the Company, on credit assessment as well as forward-looking information.

Loans and borrowings

Payments on account and loans and borrowings are initially recognised at the fair value of the amount received, net of directly attributable additional charges. Subsequently, they are measured at amortised cost using the effective interest rate method. They are classified as current liabilities or non-current liabilities according to their settlement date.

Trade and other payables

Trade and other payables, the due date of which falls within normal current commercial terms, are initially recognised at fair value and subsequently recorded at amortised cost.

Derivative financial instruments

The Company uses financial derivatives to hedge its exposure to risks of changes in interest rates. Derivatives are initially recognised at fair value; attributable transaction costs are recognised in profit or loss when incurred. After initial recognition, derivatives are measured at fair value. Their changes are accounted for as described below. At the initial designation of the hedge, the Company documents the relationship between the hedging instruments and the hedged item, including risk management objectives, strategy for undertaking the hedge, along with the methods that will be used to assess the effectiveness of the hedging instrument. Both at the beginning of the hedge and during its period of validity, the Company assesses whether the hedge is expected to be highly effective in offsetting the changes in fair value or cash flows attributable to their hedged items during the period for which the hedge is designated and if the actual results of each hedging range from 80% to 125%. In cash flow hedging transactions of a forecast transaction, the transaction must have a high probability of occurring and must present an exposure to changes in cash flows that could have an effect on the profit or loss for the year.

Changes in the fair value of the derivative designated as a cash flow hedge are recognised directly in equity to the extent that the hedge is effective. For the ineffective portion, changes in fair value are recognised in profit or loss.

Hedge accounting, as indicated above, is discontinued prospectively if the instrument designated as a hedge no longer meets the criteria for hedge accounting, expires or is sold, terminated or exercised. The accumulated gain or loss is kept in equity until the envisaged transaction occurs. When the hedged item is a non-financial asset, the amount recognised in equity is transferred to the carrying amount at the time at which it is recognised. In other cases, the amount recognised in equity is transferred to profit or loss in the same year in which the hedged item affects profit or loss.

(e) Share capital – purchase and reissue of ordinary shares (treasury shares)

In the event of the repurchase of shares recognised in equity, the consideration paid, including any costs directly attributable to the transaction are recognised as a decrease in equity. Repurchased shares are classified as treasury shares and recorded in the reserve for treasury shares. The consideration received from the subsequent sale or reissue of treasury shares is recorded as an increase in equity. Any increase or decrease resulting from the transaction is recorded in the share premium reserve.

(f) Property, plant and equipment

An item of property, plant and equipment is measured at cost less accumulated depreciation and impairment losses.

The historical cost includes any costs directly attributable to the acquisition of the asset.

If significant components have different useful lives, these components are recorded separately.

The cost of an asset produced on a time and materials basis includes the cost of materials used and of direct labour as well as other directly attributable costs for taking the asset to the location and under the conditions required for working as intended by company management. Costs incurred after initial recognition of an item of property, plant and equipment are added to the carrying amount of the asset to which they refer if it is probable that the related future benefits will flow to the Company if the cost of the item can be reliably measured. Ordinary maintenance costs of property, plant and equipment are recognised in profit or loss during the year in which they are incurred.

The gains and losses generated by the sale of any property, plant or equipment are determined as the difference between the net proceeds on the sale and the carrying amount of the asset, and are recognised in profit or loss at the time of the disposal.

Depreciation is charged to profit or loss on a straight-line basis over the expected useful life of each item of property, plant and equipment estimated by the Company, which is reviewed every year and changes, where necessary, are applied prospectively.

Assets Depreciation
Property 33.3 years
Telephone systems 4 years
Electric installations 6.6 years
Furniture and fixtures 8.3 years
Electronic office machines 5 years
Signs 6.6 years
Sundry equipment 6.6 years
Motor vehicles 4 years
Alarm systems 3.3 years

The estimated useful lives in the years under review are as follows:

Leasehold improvements are depreciated over the shorter between the useful life and the term of the contract to which they refer.

(g) Leased assets

At the inception of the lease, the Company recognises the right-of-use asset and the lease liability. The right-of-use asset is initially measured at cost, including the amount of the initial measurement of the lease liability, adjusted by the payments due for the lease made at or before the start date, increased by the initial direct costs incurred and an estimate of the costs that the lessee will have to incur to dismantle and remove of the underlying asset or to restore the underlying asset or site where it is located, net of lease incentives received.

The right-of-use asset is subsequently depreciated on a straight-line basis from the start date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Company at the end of the lease term or, considering the cost, for the right of use, it is expected that the company will exercise the purchase option. In this case, the right-of-use asset will be depreciated over the useful life of the underlying asset, determined on the same basis as that of property and equipment. In addition, the right-of-use asset is regularly reduced by any impairment losses and adjusted to reflect any changes resulting from subsequent valuations of the lease liability.

The Company measures the lease liability at the present value of the lease payments not paid at the inception date, discounting them using the interest rate implicit in the lease. Where it is not possible to determine this rate easily, the Company uses the incremental borrowing rate. Generally, the Company uses the incremental borrowing rate as the discount rate.

The marginal borrowing rate of the Company is calculated on the basis of the interest rates obtained from various external sources of financing by making some adjustments that reflect the conditions of the lease and the type of leased asset.

The lease liability is measured at amortised cost using the effective interest method and remeasured in the event of a change in future lease payments resulting from a change in an index or a rate, in the event of a change in the amount expected by the Company to be payable under residual value guarantees or when the Company changes its assessment with reference to whether it will exercise a purchase, extension or termination option, or in the event of a revision of in-substance fixed lease payments.

When the lease liability is remeasured, the lessee makes a corresponding change to the right-of-use asset. If the carrying amount of the right-of-use asset is reduced to zero, the lessee recognises the change in the profit or loss for the year.

The Company recognised new assets and liabilities mainly for its leases on properties used at the headquarters and from which the branches operate, and for leases on company cars. In general, real estate leases have a term of six years and contain an option to renew for a further six years exercisable at the end of the binding period, while car leases have a term of three or four years and do not contain an option to renew. Real estate leases allow the Company to withdraw from the contract with six months' notice.

The Company decided not to recognise right-of-use assets and lease liabilities relating to low-value assets and short-term leases. The Company recognises the related lease payments as an expense on a straight-line basis over the lease term.

(h) Intangible assets and goodwill

(h.1) Goodwill

Goodwill is recognised at cost, net of accumulated impairment losses, calculated as indicated below. Goodwill is tested for impairment based on expected future cash flows on an annual basis or more frequently if events or changes in circumstances that may give rise to any impairment losses occur. The impairment loss is not reversed if the reasons that generated it no longer exist. Please refer to the following paragraph.

(h.2) Customer relations

The value of customer relations was recorded based on the fair value identified on 30 June 2007, the business combination date between "Wm S.r.l." and the former "Openjob S.p.A.". The historical cost increased due to the acquisition of the business unit of "J.O.B. S.p.A." in 2009, the business combination with "Metis S.p.A" in 2011 and, lastly, the acquisition of the "Noi per Voi S.r.l." customer database on 1 July 2016. The value of customer relations was amortised based on the economic useful life estimated by the appraisals prepared by independent experts: 7.5 years for the business combination between "Wm S.r.l." and the former "Openjob S.p.A." and the acquisition of the business unit "J.O.B. S.p.A.", and 4.5 years for the business combination with Metis S.p.A, and, lastly, 4.5 years for the purchase of the "Noi per Voi S.r.l." customer database.

(h.3) Other intangible assets

Other intangible assets acquired by the Company, which have a finite useful life, are stated at cost, less accumulated amortisation and accumulated impairment losses and mainly include the value of

software purchased from third parties and amortised over three years and the value of the Databook software developed internally, in use from 2017 and amortised over five years and the value of the non-compete agreement reached with the outgoing shareholder of Quanta S.p.A., which was acquired during the year.

(i) Impairment losses

(i.1) Financial assets

A financial asset is impaired if there is any objective evidence that one or more events have had a negative effect on the expected estimated cash flows of that asset.

An impairment loss on a financial asset measured at amortised cost is the difference between the carrying amount and the present value of the estimated cash flows, discounted at the original effective interest rate.

Individually significant financial assets are tested separately to determine whether they have been impaired. The other financial assets are tested collectively for groups with similar credit risk characteristics.

All expected impairment losses are recognised in profit or loss.

Expected impairment losses are reversed if the subsequent increase in value can be objectively related to an event that occurred after the impairment. The reversal is recognised in profit or loss.

(i.1.1) Trade receivables

The Company sets aside a loss allowance that reflects the estimated impairment losses on trade receivables, whose main components are the individual impairment of significant exposures or those subject to disputes and collective impairment of homogeneous groups by nature and maturity of receivables against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Company's point of view about the economic conditions over the entire expected life of the receivables. Therefore, the loss allowance is calculated based on estimated impairment losses on receivables that the Company expects to incur and takes into account multiple elements, including:

  • receivables' ageing;
  • customers' solvency;

• prior historical experience, adjusted if necessary by scalar factors to reflect the economic conditions estimated over the entire expected lives of the receivables.

When there is certainty that it will not be possible to recover the amount due, the amount considered irrecoverable is written off directly from the related financial asset.

The loss allowance for financial assets measured at amortised cost is deducted from the gross carrying amount of the assets.

(i.2) Non-financial assets

At the end of each reporting period, the Company tests the carrying amounts of its financial assets for impairment. If this test shows that the assets have actually been impaired, the Company estimates their recoverable amount. The recoverable amount of goodwill and of the intangible assets that are not yet available for use is estimated at each reporting date.

When the carrying amount of an asset or of a cash generating unit exceeds its recoverable amount, the Company recognises the related impairment loss. A cash generating unit is the smallest identifiable group of assets that generates cash inflows largely independent of the cash inflows from other assets or groups of assets. Impairment losses are recognised in profit or loss. Impairment losses of cash generating units are charged first of all as a reduction of the carrying amount of the goodwill assigned to the cash generating unit and, secondly, as a reduction of the other assets of the unit (group of units) proportionally to the carrying amount.

The recoverable amount of an asset or of a cash generating unit is the higher of its value in use and its fair value less costs to sell. To determine the value in use, the Company uses the estimated expected cash flow discounting method. The cash flows are discounted by using a discount rate that reflects the current market evaluations of the time value of money and of the asset's specific risks (WACC – weighted average cost of capital). Expected cash flows are inferred from plans approved by the competent Board of Directors.

Impairment losses of goodwill cannot be reversed. In the case of other assets, at each reporting date, impairment losses recognised in previous years are measured in order to recognise the existence of any indication suggesting the possible reduction or non-existence of the loss. The impairment of an asset is reversed when a change occurs in the valuations used for calculating the recoverable amount. The carrying amount resulting from the reversal of the impairment loss must not exceed the carrying amount that would have been determined (net of amortisation) if the impairment loss on the asset had never been recorded.

(l) Taxes

Taxes for the year include current taxes and deferred taxes. Income taxes are recognised in profit or loss, except those related to transactions recognised directly in equity that are accounted for in it.

Current taxes represent the estimate of the amount of the income taxes due, calculated on the taxable profit for the year, determined by applying the tax rates in force or essentially in force at the end of the reporting period and any adjustment to the amount related to the previous years.

Deferred taxes are allocated in compliance with the equity method, calculating the temporary differences between the carrying amounts of assets and liabilities recorded in the separate financial statements and the corresponding values recognised for tax purposes. Deferred taxes are not allocated for the following temporary differences: initial recognition of goodwill, initial recognition of assets or liabilities in a transaction other than a business combination that does not affect the accounting profit or the taxable profit, as well as in the case of differences relating to investments in subsidiaries and companies subject to joint control for which it is possible to control the cancellation time and it is likely that in the foreseeable future the temporary difference will not be reversed. Deferred tax assets and liabilities are measured using the tax rates that are expected to be applicable in the year in which the asset or the liability to which they refer will be realised or discharged, respectively, on the basis of tax rates established by the measures in force or essentially in force at the reporting date.

Deferred tax assets are recognised to the extent that a future taxable profit against which these assets can be used may be available. The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that the related tax benefit will be achieved.

Additional income taxes resulting from the distribution of dividends are accounted for when the liability for the dividend payment is recognised. There are no reserves that will be taxed when distributed.

(m) Provisions

The Company recognises a provision when it has assumed a (legal or constructive) obligation, as a result of a past event and the amount can be estimated, and it is also likely that the utilisation of resources that can produce economic benefits will be necessary to fulfil the obligation. The amount of the provision is represented by the present value of expected estimated cash flows discounted

at a pre-tax rate that reflects current market evaluations of the present value of money and the risks specific to the liability.

The Company recognises a provision for restructuring when the detailed and formal programme for restructuring has been approved and the restructuring has either started or publicly announced. No provisions have been set aside for future operating costs.

(n) Employee benefits

Defined contribution plans

Contributions to defined contribution plans are recognised as a cost in the income statement in the year in which they are incurred. Contributions paid in advance are recognised under Assets to the extent that the advance payment will result in a reduction of future payments or a refund.

Defined benefit plans

The Company's net liability arising from defined benefit plans is calculated separately for each plan by estimating the amount of the future benefit that the employees have accrued in exchange for their services carried out in the current year and in prior years; this benefit is discounted and the fair value of plan assets are deducted from the liabilities.

The calculation is carried out by a third-party consultant using the projected unit credit method. If the calculation generates a benefit for the Company, the amount of the asset recognised is limited to the present value of the economic benefits available in the form of repayments from the plan or of reductions in future contributions of the plan. In order to determine the present value of financial benefits, minimum funding requirements that apply to any plan of the Company are considered.

Actuarial gains and losses, returns on plan assets (excluding interest) and the effect of the ceiling of the asset (excluding any interest) that arise as a result of revaluations of the net liability for defined benefit plans are immediately recognised in other comprehensive income (expense). Net interest for the year on the liability/(asset) for defined benefits are calculated by applying the discount rate used for discounting the defined-benefit obligation to the liability/(asset), calculated at the beginning of the year, considering any changes in the liability/(asset) for defined benefits occurred during the year following the payment of contributions and benefits. Net interest and other costs relating to defined benefit plans are recognised in the profit or loss for the year.

When changes are made to the benefits of a plan or when the plan is curtailed, the portion of the economic benefit related to past services or the gain or loss deriving from the curtailment of the plan are recognised in profit or loss for the year when the adjustment or the reduction occurs.

The post-employment benefits due to the employees pursuant to Article 2120 of the Italian Civil Code fall within defined benefit pension plans, plans based on the working life of employees and on the remuneration received by the employee during a previously established service period.

In particular, the liability for post-employment benefits is recorded in the separate financial statements based on its actuarial value, as it qualifies as an employee benefit payable under a defined benefit plan. Recognition in the separate financial statements of the defined benefit plans requires estimating with actuarial techniques the amount of employee benefits accrued in exchange for the work carried out in the current and prior years and discounting these benefits in order to determine the present value of the Company's commitments.

Italian Law no. 296 of 27 December 2006 (2007 Finance Act) introduced new rules for postemployment benefits accruing from 1 January 2007.

Following the supplementary pension reform:

  • the portions of post-employment benefits accrued up until 31 December 2006 remain at the company;

  • the portions of post-employment benefits accruing since 1 January 2007 must, at the employee's option, according to explicit or tacit acceptance:

a) be allocated to supplementary pension plans;

b) be held by the company, which will transfer the portions of post-employment benefits to the treasury fund managed by INPS (the Italian Social Security Institution).

In both cases, the portions of post-employment benefits accrued after 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) are considered as a defined contribution plan.

The 2007 Finance Act did not involve any amendment in the accrued post-employment benefits as at 31 December 2006, which therefore fall within the defined benefit pension plans. Moreover, as a result of the new regulations introduced by the 2007 Finance Act, the post-employment benefits "accrued" before 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) undergo a significant change in calculation since the actuarial assumptions previously linked to salary increases no longer exist. More specifically, the liability

related to the "accrued post-employment benefits" is measured using actuarial techniques as at 1 January 2007 (or on the date the choice is made in the case of allocation to supplementary pension plans) without applying the pro-rata (years of service already worked/total years of service), in that the employee benefits up until 31 December 2006 (or on the date the choice is made in the case of allocation to supplementary pension plans) can be considered almost entirely accrued (with the sole exception of revaluation). It follows that, for the purposes of this calculation, "current service costs" related to future employee work must be considered null and void in that they are represented by payments of contributions to supplementary pension funds or to the INPS treasury fund.

Current benefits

Current employee benefits are recognised as a cost on an undiscounted basis when the service giving rise to such benefits is supplied.

The Company recognises a liability for the amount expected to be paid in the form of profit sharing and incentive schemes when it has an actual, legal or constructive obligation to make such payments as a result of past events and the obligation can be reliably estimated.

Non-current employee benefits

The Company's net liability as a result of non-current employee benefits corresponds to the amount of the future benefit that the employees have earned for work done in the current year and in previous years. This benefit is discounted. Revaluations are recognised in profit or loss for the year when they arise.

Termination benefits

Termination benefits are recognised as an expense when the Company has committed without possibility of withdrawal to provide such benefits, or when the Company recognises restructuring costs, whichever is earlier. Benefits that are entirely payable more than twelve months after the end of the financial year are discounted.

Share-Based Payments

The fair value of the amount due to employees with regard to the share revaluation rights, settled in cash, is recognised as a cost with a corresponding increase in liabilities over the period during

which employees become entitled to the unconditional right to receive the payment. The liability is measured at the end of each reporting period and at the settlement date on the basis of the fair value of the rights of share revaluation. Any changes in the fair value of the liability are recognised in profit or loss as personnel costs.

The fair value of the amount payable to employees with regard to the share revaluation rights, settled in shares, is recognised as a cost with a corresponding increase in equity over the period during which employees become entitled to the unconditional right to receive the shares. Any changes in fair value after the date of assignment do not affect the initial valuation. At the end of each financial year, the estimate of the number of rights that will accrue at maturity ("non-market based" component) is updated.

(o) Revenue

The Company operates primarily in the provision of services relating to the supply of contract workers, so a single performance obligation can be identified and it is deemed that the customer simultaneously receives and consumes the benefits of the services provided by the Company. The measurement of the degree of progress in fulfilling the contract obligation is related to the physical presence of the worker at the customer's premises and the service provided is invoiced on a monthly basis. In the determination of the contract consideration, there are no significant variable amounts, significant advance or deferred payment conditions with respect to sector practices or amounts paid to customers that are not considered a reduction of the contract consideration.

(p) Contributions

Capital contributions and grants related to income are recognised when there is a reasonable certainty that the Company will meet the conditions for obtaining the grants and that the grants will be received. Capital contributions are recorded in the statement of financial position as deferred revenue under "Other payables" and systematically recognised in profit or loss against depreciation of the assets for which the grant was received. Grants related to income are recognised in profit or loss under the item "Other income".

(q) Financial income and expense

Financial income includes interest income on invested cash, dividends, income from the sale of available-for-sale financial assets, changes in fair value of financial assets measured through profit or loss, exchange rate gains and gains on hedging instruments through profit or loss. Interest income is recognised in the income statement on an accruals basis using the effective interest method. Dividends are recognised when the Company's right to receive payment is established.

Financial expense includes interest expense on loans and finance leases, exchange rate losses, changes in fair value of financial assets measured at fair value through profit or loss, impairment losses on financial assets and losses on hedging instruments recognised in profit or loss. Costs related to loans and finance leases are recognised in the income statement using the effective interest method.

(r) New standards published but not yet adopted

The following new standards or amendments to the standards are not expected to have significant effects on the company's financial statements.

  • Classification of liabilities as current or non-current (amendments to IAS 1);
  • Definition of accounting estimates (amendments to IAS 8);
  • Disclosure of accounting policies (amendments to IAS 1 and IFRS Practice Statement 2);
  • Sale or contribution of assets between an investor and its associate or joint venture (Amendments to IFRS 10 and IAS 28).

(s) Financial risk management

The Company is exposed to the following risks arising from the use of financial instruments:

  • credit risk;
  • liquidity risk;
  • interest rate risk.

This section provides information on the Company's exposure to each of the above risks, the objectives, policies and processes for managing those risks and the methods used to measure them, as well as the management of the Company's capital.

The Board of Directors of Openjobmetis S.p.A. is responsible for creating and supervising the Company's risk management system.

The purpose of the Company's risk management policies is to identify and analyse the risks to which it is exposed, establish proper limits and control and monitor the risks and the observance of such limits. These policies and related systems are revised regularly in order to reflect any changes in market conditions and the Company's activities. Through training, standards and management procedures, the Company aims to create a regulated and constructive control environment in which its employees are aware of their roles and responsibilities.

(i) Credit risk

The credit risk is the risk that a customer or counterparty to a financial instrument will cause a financial loss by failing to fulfil an obligation, and mainly arises from the Company's trade receivables.

The Company's exposure to credit risk mainly depends on the specific characteristics of each customer. The Company's customer portfolio consists of a large number of customers, and does not show significant levels of concentration vis-à-vis few customers. The main type of customer consists of medium-small sized companies, operating in almost all sectors. There is no strong geographic concentration; part of it is mainly located in the regions of central and northern Italy. Any deterioration in the general economic environment or negative credit market developments could have adverse effects on customer relations, compromising the possibility for the Company to recover its trade receivables and influencing the management of working capital.

It cannot be excluded that any breach of customers' payment obligations, or the mere delay in the execution of such payments, may reduce the liquidity available to the Company, increasing the need for additional sources of funding.

The Company keeps the customer base diversified, and consequently it reduces the risks associated with debt recovery.

Before supplying contract workers, a proper evaluation procedure is carried out requiring that the creditworthiness of each new customer be analysed individually before offering the standard conditions in terms of payment and supply. This analysis also includes external assessments, where available, and, in some cases, banking information. Supply limits, representing the maximum credit line beyond which the direct approval of management is required, are established for each customer.

Overall, the amount due from customers mainly consists of the total expense of the contract worker's remuneration, which in addition to the elements of normal remuneration as per the National Labour Agreement of reference, also includes remuneration accrued but not paid (thirteenth month and fourteenth month pay, holidays plus any other element), the margin and VAT calculated only on the Company's profit margin.

Splitting the macro items that determine the value of the trade receivable offers a different degree of legal protection of the trade receivable. In fact, in case of customer bankruptcy, only the portion of receivable representing the remuneration of the contract worker is secured during repayment.

For the measurement, please see section (i) Impairment losses (i.1) Financial assets.

(ii) Liquidity risk

Liquidity risk is the risk that the Company has difficulty in meeting the obligations related to financial liabilities. The Company's approach in the management of liquidity is to ensure, as much as possible, that there are always sufficient funds to fulfil its obligations when due, both in normal conditions and during a financial tension, without having to bear excessive costs or running the risk of damaging its own reputation.

The Company monitors the economic and financial performance of each branch, thus facilitating the monitoring of liquidity requirements and optimising the return on investment. Generally, the Company makes sure that there are cash and cash equivalents to cover expected operating costs for a period of 60 days, including those relating to liabilities represented by "Contract Worker Benefits" and to related contributory liabilities.

Moreover, the Company has had the following credit lines over the years:

Financial year 2021

  • EUR 5 million of cash revolving credit lines backed by collateral, at an average interest rate equal to the six-month Euribor plus 1.40%, subject to compliance with an economic and financial covenant as described below;
  • EUR 91 million of credit lines that can be used against presentation of short-term trade receivables, generally at a variable rate linked to the Euribor.

Financial year 2020

  • EUR 15 million of cash revolving credit lines backed by collateral, at an average interest rate equal to the six-month Euribor plus 1.40%, subject to compliance with an economic and financial covenant as described below;
  • EUR 92 million of credit lines that can be used against presentation of short-term trade receivables, generally at a variable rate linked to the Euribor;
  • EUR 15 million in medium/long-term credit lines to be used to deal with any epidemiological emergency situation related to Covid-19.

As described below, the Company is subject to compliance with an economic and financial covenant included in the loan agreement and calculated at the level of the Parent's consolidated financial statements.

(In thousands of EUR)
Beneficiary Type 2021 2020 Change
A.N.P.A.L. Authorisation pursuant to Italian Legislative Decree no.
276
24,691 27,768 (3,077)
Third Parties Sureties for participating in tenders 89 567 (478)
Third Parties Sureties for leases 723 708 15
Total 25,503 29,043 (3,540)

Moreover, the Company has the following financial guarantees in place:

The guarantees given in favour of the A.N.P.A.L. (Italian National Agency for Active Labour Market Policies) refer to the legal requirement to issue appropriate guarantees for the amount due to workers employed on temporary employment contracts.

Sureties for leases refer to guarantees given in favour of various owners of the buildings in which the head office of the Company and some branches are located.

(iii) Interest rate risk

The Company's financial indebtedness has variable interest rates, therefore the Company could be exposed to the risks related to fluctuations in these rates. To address these risks, the Company has adopted partial hedging instruments against the risk of interest rate changes. More specifically, derivative contracts that qualify as "hedging instruments" have been concluded, aimed at transforming the variable rates applied into average fixed rates on the hedged portion of the loan, equal to 50% of the nominal value of the amortising line for the first three years.

It cannot be excluded that any unpredictable fluctuations in interest rates may have adverse effects on the Company's financial position.

(t) Segment Reporting

For the purposes of IFRS 8 "Operating Segments", the Company's business has only one operating segment. For a more detailed analysis of the outlook and the operating indicators, please refer to the directors' report.

(u) Acquisitions of subsidiaries and non-controlling interests

The original goodwill of EUR 44,572 thousand generated as from 1 July 2007 refers mainly to the skills and technical knowledge of the personnel of Openjob S.p.A. (with particular reference to Openjob S.p.A., In Time S.p.A. and Quandoccorre S.p.A.) acquired in June 2007 by WM S.r.l., which was subsequently the subject of a reverse merger into Openjob S.p.A.

Moreover, during this business combination, the customer relations of Openjob S.p.A. and of the subsidiary Intime S.p.A. amounted to EUR 2,472 thousand and EUR 1,390 thousand, respectively, on the basis of an appraisal drawn up by an independent expert.

Following the acquisition and subsequent merger by incorporation of Metis S.p.A., which took place on 31 December 2011, the difference between the consideration paid and the fair value of the net assets acquired was allocated entirely to goodwill and amounted to Euro 27,164 thousand.

3. Property, plant and equipment and right-of-use for leases

The following tables show the changes occurred in this item.

(In thousands of EUR) Land and
buildings
Plant and
equipment
Other items
of property,
plant and
equipment
Other
assets
Leasehold
improvements
Total
Cost:
Balances as at 1 January 2021 1,682 974 4,236 109 182 7,183
Increases 627 81 816 - - 1,524
Decreases (1,289) - (207) (3) (3) (1,502)
Other changes 181 - - - - 181
Reclassification - (27) 27 - - -
Balances as at 31 December 2021 1,201 1,028 4,872 106 179 7,386
Depreciation and impairment losses:
Balances as at 1 January 2021 843 762 3,001 109 182 4,897
Increases 48 61 332 - - 441
Decreases (654) - (175) (3) (3) (835)
Other changes 78 - - - - 78
Balances as at 31 December 2021 315 823 3,158 106 179 4,581
Carrying amounts:
As at 1 January 2021 839 212 1,235 - - 2,286
As at 31 December 2021 886 205 1,714 - - 2,806
(In thousands of EUR) Land and
buildings
Plant and
equipment
Other items
of property,
plant and
equipment
Other
assets
Leasehold
improvements
Total
Cost:
Balances as at 1 January 2020 1,682 958 3,789 109 182 6,720
Increases - 16 501 - - 517
Decreases - - (54) - - (54)
Balances as at 31 December 2020 1,682 974 4,236 109 182 7,183
Depreciation and impairment losses:
Balances as at 1 January 2020 788 692 2,750 109 182 4,521

Increases 55 70 287 - - 412
Decreases - - (36) - - (36)
Balances as at 31 December 2020 843 762 3,001 109 182 4,897
Carrying amounts:
As at 1 January 2020 894 266 1,039 - - 2,199
As at 31 December 2020 839 212 1,235 - - 2,286

Land and buildings

The item includes properties in the provinces of Udine, Brescia and Latina; the latter, already owned through a specific finance lease and classified until 2020 under the item "Right of use for leases", was redeemed in 2021; the effects of the transaction are classified in the line "Other changes". It should be noted that during the year the property previously held in the municipality of Rodengo Saiano (BS) was sold in exchange for the purchase of a new property located in Brescia.

Plant and equipment

The Company owns some non-current assets mainly related to equipment, plant and furniture at the branches.

Other items of property, plant and equipment

The item mainly includes electronic office machines, furniture and fittings, illuminated signs and motor vehicles.

The following table shows the changes in the item "Right of use for leases":

(In thousands of EUR) Motor vehicles Property Other fixed assets Total
Cost:
Balances as at 1 January 2021 3,446 13,237 66 16,749
Increases 857 1,691 10 2,558
Decreases (634) (3,055) (48) (3,737)
Balances as at 31 December 2021 3,669 11,873 28 15,570
Depreciation and impairment losses:
Balances as at 1 January 2021 1,499 4,696 51 6,246
Increases 1,074 2,335 18 3,427
Decreases (625) (2,470) (48) (3,143)
Balances as at 31 December 2021 1,948 4,561 21 6,530
Carrying amounts:
As at 1 January 2021 1,947 8,541 15 10,503
As at 31 December 2021 1,721 7,312 7 9,040

(In thousands of EUR) Motor vehicles Property Other fixed assets Total
Cost:
Balances as at 1 January 2020 2,939 10,861 66 13,866
Increases 979 2,464 15 3,458
Decreases (472) (88) (15) (575)
Balances as at 31 December 2020 3,446 13,237 66 16,749
Depreciation and impairment losses:
Balances as at 1 January 2020 836 2,383 25 3,244
Increases 1,044 2,359 41 3,444
Decreases (381) (46) (15) (442)
Balances as at 31 December 2020 1,499 4,696 51 6,246
Carrying amounts:
As at 1 January 2020 2,103 8,478 41 10,622
As at 31 December 2020 1,947 8,541 15 10,503

Motor vehicles

This item mainly includes vehicles assigned to personnel under lease agreements. The increases represent the new agreements signed during the year.

Property

This item mainly includes property owned by the Company's head office and operating branches under lease agreements. The increases refer to new lease agreements signed during the year following the opening of new branches and the renewal of existing agreements concluded during the period. The decreases in the item property are mainly representative of the adjustment of the lease term following the notice of cancellations for early terminations in relation to the leases of the Milan Fara offices.

Other fixed assets

This item mainly includes electronic equipment held by the Company under lease agreements.

4. Intangible assets and goodwill

The following tables show the changes occurred in this item.

(In thousands of EUR) Goodwill Customer
relations
Software Non
compete
agreement
Assets under
development
and
payments on
account
Total
Cost:
Balances as at 1 January 2021 71,736 8,152 2,534 - - 82,422
Increases - - 63 1,500 - 1,563
Decreases - - - - - -
Balances as at 31 December 2021 71,736 8,152 2,597 1,500 - 83,985
Amortisation and impairment losses:
Balances as at 1 January 2021 - 8,145 2,259 - - 10,404
Increases - 7 218 176 - 401
Decreases - - - - - -
Balances as at 31 December 2021 - 8,152 2,477 176 - 10,805
Carrying amounts: -
As at 1 January 2021 71,736 7 275 - - 72,018
As at 31 December 2021 71,736 - 120 1,324 - 73,180
(In thousands of EUR) Goodwill Customer
relations
Software Assets under
development
and payments
on account
Total
Cost:
Balances as at 1 January 2020 71,736 8,152 2,388 123 82,399
Increases - - 33 - 33
Decreases - - - - -
Reclassification - - 113 (123) (10)
Balances as at 31 December 2020 71,736 8,152 2,534 - 82,422
Amortisation and impairment losses:
Balances as at 1 January 2020 - 8,107 2,032 - 10,139
Increases - 38 227 - 265
Decreases - - - - -
Reclassification - - - - -
Balances as at 31 December 2020 - 8,145 2,259 - 10,404
Carrying amounts:
As at 1 January 2020 71,736 45 356 123 72,260
As at 31 December 2020 71,736 7 275 - 72,018

Goodwill

At the end of each year, the Group tests goodwill for impairment. The impairment test on goodwill is carried out on the basis of the value in use through calculations based on projected cash flows taken from the approved five-year business plan.

It should be noted that a re-assessment of CGUs took place during 2021; until 31 December 2020, all of the Group's operating assets and liabilities were identified as a single CGU. The analysis carried out was made necessary by the acquisition of Quanta, in respect of which an amount of goodwill equal to EUR 24.1 million was recorded, and by the Group reorganisation process initiated in the recent past, which led to the aggregation of several subsidiaries and the establishment of the subsidiary Family Care.

Compared to the previous year, two separate CGUs have been identified with reference to:

  • all the operating assets and liabilities of the Parent and its subsidiaries, including the newly acquired Quanta S.p.A. and Quanta Risorse Umane S.p.A., excluding Family Care S.r.l. ("Main CGU");
  • the subsidiary, Family Care S.r.l., mainly due to the specific nature of the services provided (personal welfare) and the customers it caters for (private individuals) compared with the rest of the Group, and the use of a dedicated branch network for its business. This is also in view of the growth in the subsidiary's business volumes recorded in recent years and the development prospects envisaged for the future.

The above is consistent with management's strategic and operational vision, as well as with the level of analytical reporting monitored by management.

The volume of goodwill recorded in the financial statements is fully allocated to the main CGU, considering that the business of Family Care S.r.l. was initiated within the Group and not related to acquisitions made in previous years or in 2021.

The impairment test as at 31 December 2021 was carried out using the Cash Generating Unit as a reference for the above.

The value of the main CGU, to which all of the goodwill recorded in the financial statements has been allocated, was verified by determining the value in use, understood as the current value of expected cash flows (discounted cash flow) using a rate that reflects the specific risks at the valuation date (WACC).

The measurement was carried out on the basis of the 2022-2026 business plan and directly based on that approved by the Company on 4 February 2022, prepared by management on the basis of the main CGU's historical economic and financial performance, and expected outlook.

In view of the Group's strategy, the expected trend of the reference market and the overall macroeconomic situation, projected cash flows were estimated on the basis of the following assumptions:

  • − Revenue from contract work: the assumption for revenue is a growth of 9.5% in 2022, taking into account that in 2021 Quanta S.p.A. was only consolidated from 1 June, and from 3.4% to 2.3% from 2023 to 2026 also based on expected GDP and inflation figures;
  • − Revenue from other HR services including Personnel Recruitment and Selection: growth of approximately 3.5% over the years of the plan.

To calculate the terminal value, a prudent assumption was adopted of a steady state scenario (grate equal to zero), in which, given a zero growth, the obtainable cash flows on a like-for-like basis and from the year following the year related to the analytical forecasts, was estimated based on the following main assumptions:

  • − EBITDA, normal average equal to the last year of analytical forecast;
  • − maintenance capital expenditure, equal to approximately EUR 2 million per year;
  • − maintenance investments in right-of-use assets (IFRS 16), equal to EUR 5 million per year;
  • − constant working capital;
  • − constant provisions.

These projections reflect the current conditions of all the operating assets and liabilities of the main CGU being measured and the values used are consistent with the historical performance of the same and with expectations of management in relation to the expected trends in the market of reference.

The terminal value was determined based on the last year of the business plan, as indicated above. Projected cash flows were discounted taking into account a cost of unlevered risk capital, calculated on the basis of the Capital Asset Pricing Model (CAPM), of 10.4% (previous year equal to 10.5%) gross of the related tax effect. This rate reflects the current market evaluation of the time value of money for the period in question and the specific risks of the sector and country, Italy, where the

Group operates. The WACC as at 31 December 2021 was estimated on the basis of the following assumptions:

− the risk-free rate adopted (0.78);

− the estimated beta coefficient (unlevered) was 1.29 on the basis of the characteristics of the sector concerned and of the betas recognised with reference to a sample of listed companies belonging to the sector concerned;

− the equity risk premium used is 5%;

(In thousands of EUR)

− small size premium recognised of 3.2%.

The value in use as at 31 December 2021 calculated in this way was greater than the carrying amount of the cash generating unit. Therefore, no impairment losses were recognised as at 31 December 2021, as in previous years.

The following shows the carrying amount and recoverable amount of the main CGU as recognised in 2021 and at the end of the last two prior periods considering a single CGU:

Years Carrying amount of the group Recoverable amount Amount in excess, recoverable with respect to the
recoverable amount
2019 134,420 166,081 31,661
2020 122,794 137,321 14,527
2021 157,802 192,337 34,535

For the sake of completeness, it should be noted that if we consider the structure as a single CGU (including the Family Care CGU), the carrying amount would have been EUR 158,802 and the recoverable amount would have been EUR 196,698

Due to their nature, the forecasts used for impairment testing are subject to unforeseen elements that could still affect them, such as GDP not increasing as expected, changes in interest rates and inflation rates, changes in revenue, profit margins and collection terms from customers because of the macroeconomic trend. Such unforeseen elements could therefore result in having to amend the above-described impairment test. It is noted in this regard that the sensitivity analysis as at 31 December 2021 shows that the value in use is equal to the carrying amount of the Cash Generating Unit in the event of an increase in the discount rate of approximately 2.17 percentage points, all the other conditions being equal; similarly, in the case of a reduction in non-discounted cash flows by approximately 18% throughout the plan period and for the cash flows on which the terminal value is based, the value in use would equal the carrying amount of the Cash Generating Unit.

It should also be noted that appraisals drawn up by independent experts were used in the preparation of the impairment test as at 31 December 2021 approved by the Board of Directors of the Company on 16 March 2021. Finally, it should be noted that as at 31 December 2021 the Company, whose shares are traded on the STAR segment of the online stock exchange (MTA) managed by Borsa Italiana S.p.A., capitalised approximately EUR 172,180 thousand.

Customer relations

The item Customer relations includes the amount attributed to customer relations of the former Openjob S.p.A. (historical cost of EUR 2,472 thousand) and of Intime S.p.A. (historical cost of EUR 1,390 thousand), as identified by the appraisal prepared by an independent expert. Customer relations were considered representative of the intangible asset that makes a significant, as well as specifically identifiable, contribution to forming the Company's profit. In particular, the "excess earning method" was used to calculate it on the basis of which the income attributed to customer relations was obtained by deducting from the expected cash flows over the time horizon that defines the economic life of the intangible asset itself, defined below, the remuneration for the use of other items of property, plant and equipment and intangible assets that form the Company's result. Therefore, these cash flows were discounted at a rate of 9.97% deemed consistent with the risk profile attributable to the intangible asset in question. Its remaining useful life was identified as 7.5 years starting from the date of the estimate with reference to 30 June 2007. The item increased in 2009 and 2010 (a total of EUR 2,690 thousand) due to acquisition of the business unit of J.O.B. S.p.A., consisting mainly of contracts in progress on the acquisition date. Consequently, the amount paid was considered mainly due to customer relations at the acquisition date and was therefore recognised under Customer Relations. The useful life is deemed to be similar to the Customer Relations identified previously and therefore it is amortised over 7.5 years. The item increased again (EUR 1,400 thousand) in 2011 due to the acquisition of Metis S.p.A.: in this specific case, the amount identified by the appraisal prepared by an independent expert, with the same criteria previously used, is amortised over 4.5 years. Lastly, on 1 July 2016, the historical cost increased by EUR 200 thousand following the purchase of the "Noi per Voi S.r.l." customer database and is amortised over 4.5 years.

Software

The item Software is related to the operating and management programs acquired by the Company. The project to develop the Databook software, dedicated to supporting operational processes and exchanges of information regarding the activities of the Employment Agency, was amortised as from 2017. The increase recorded in the item is associated with the implementation of "Jonny Job", software for mobile devices, to be used for the development of a new recruiting channel.

Assets under development

There are no assets under development or payments on account as at 31 December 2021.

5. Equity investments in subsidiaries

The changes during the year were as follows:

(In thousands of EUR) Seltis
Hub S.r.l.
Openjob
Consulting S.r.l.
Hc S.r.l.
Formerly
Corium
Meritocracy S.r.l. HC S.r.l.
Balance as at 1 January 2020 598 329 637 1,000 700
Acquisitions - - - - -
Value increases - - 200 - -
Reclassifications 1,000 - 700 (1,000) (700)
Value decreases - - (1,500) - -
Balance as at 31 December 2020 1,598 329 37 - -
Acquisitions - - - - -
Value increases - - - - -
Reclassifications 700 - - - -
Value decreases - - - - -
Balance as at 31 December 2021 2,298 329 37 - -
(In thousands of EUR) Family
Care S.r.l.
Jobdisabili S.r.l. Lyve S.r.l. Quanta S.p.A. Total
Balance as at 1 January 2020 1,000 - - - 4,264
Acquisitions - 700 1,090 - 1,790
Value increases 700 - - - 900
Reclassifications - - - - -
Value decreases - - - - (1,500)
Balance as at 31 December 2020 1,700 700 1,090 - 5,454
Acquisitions - - - 24,817 24,817
Value increases 1,000 - - 5,000 6,000
Reclassifications - (700) - - -
Value decreases - - - - -
Balance as at 31 December 2021 2,700 - 1,090 29,817 36,272

A comparison between the carrying amount of equity investments and the respective ' equity is

(In thousands of EUR) Share
capital
Equity Stake Value pro
rata (A)
Carrying
amount (B)
Differences
(A-B)
Seltis Hub S.r.l. 110 2,759 100% 2,759 2,298 461
Openjob Consulting S.r.l. 100 2,404 100% 2,404 329 2,075
HC S.r.l. 41 (93) 92.86% (86) 37 (123)
Family Care S.r.l. 1,100 634 100% 634 2,700 (2,066)
Lyve S.r.l. 452 1,609 50.66% 815 1,090 (275)
Quanta S.p.A. 600 1,239 100% 1,239 29,817 (28,578)
Total 2,403 7,765 36,272 (28,506)

shown below.

Seltis Hub S.r.l., deals with the recruitment and selection of personnel (including those with disabilities) on behalf of third parties and digital head-hunting; during the year it incorporated the company Jobdisabili S.r.l. with effect from 26 April 2021.

Openjob Consulting S.r.l. mainly carries out the management of funded training activities, as well as offering support to the parent on payroll management activities.

HC S.r.l. is an Educational Company that carries out activities dedicated to the development and motivation of human resources in organisations.

Lyve S.r.l. is a corporate training company, an innovation laboratory that integrates skills in the areas of training, digital technologies, marketing and communication.

The company Quanta S.p.A., acquired in May 2021, is focused on the provision of generalist contract work, also focusing on the aerospace, ICT, naval and energy sectors and on personnel selection. In turn, the company controls 100% of Quanta Risorse Umane S.p.A., a company focused on the analysis, design and implementation of training, coaching and updating of human resources and other outsourced services. It should be noted that, with effect from 1 January 2022, the company Quanta S.p.A. is merged into the parent Openjobmetis S.p.A., and the indirect subsidiary Quanta Risorse Umane S.p.A. is merged into the subsidiary Openjob Consulting S.r.l. (effective from 1 April 2022, and for accounting and tax purposes from 1 January 2022). The recoverable amount of the investment was tested as part of the PPA process and impairment test performed for the purposes of the consolidated financial statements as at 31 December 2021.

The company "Family Care S.r.l. - Employment Agency" is focused on providing family assistants dedicated to the elderly and non-self-sufficient people. The value of the equity investment was

verified by determining the value in use, understood as the current value of expected cash flows (discounted cash flow) using a rate that reflects the specific risks at the valuation date (WACC).

The measurement was carried out on the basis of the 2022-2026 business plan and directly based on that approved by the Company on 4 February 2022, prepared by management on the basis of the equity investment's historical economic and financial performance, and expected outlook.

In view of the Group's strategy for the investee company, the expected trend of the reference market and the overall macroeconomic situation, projected cash flows were estimated on the basis of the following assumptions:

− Revenue: the assumption for the Company's revenue is a growth, at constant perimeter, of 42.3% in 2022 and then cautiously decreasing to 10% from 2023 to 2026;

To calculate the terminal value, a prudent assumption was adopted of a steady state scenario (grate equal to zero), in which, given a zero growth, the obtainable cash flows on a like-for-like basis and from the year following the year related to the analytical forecasts, was estimated based on the following main assumptions:

  • − EBITDA, normal average equal to the last year of analytical forecast;
  • − maintenance capital expenditure, equal to approximately EUR 0.1 million per year;
  • − maintenance investments in right-of-use assets (IFRS 16), equal to EUR 0.7 million per year;
  • − constant working capital;
  • − constant provisions.

These projections reflect the current conditions of all the operating assets and liabilities of the investee company being evaluated and are consistent with management's expectations in relation to expected trends in the reference market.

The terminal value was determined based on the last year of the business plan, as indicated above.

Projected cash flows were discounted taking into account a cost of unlevered risk capital, calculated on the basis of the Capital Asset Pricing Model (CAPM), of 10.4% gross of the related tax effect. This rate reflects the current market evaluation of the time value of money for the period in question and the specific risks of the sector and country, Italy, where the Group operates. The WACC as at 31 December 2021 was estimated on the basis of the following assumptions:

− the risk-free rate adopted (0.78);

− the estimated beta coefficient (unlevered) was 1.29 on the basis of the characteristics of the sector concerned and of the betas recognised with reference to a sample of listed companies belonging to the sector concerned;

  • − the equity risk premium used is 5%;
  • − small size premium recognised of 3.2%.

The present value of the tax shield of the debt - i.e. of the tax benefits related to the deductibility of financial expense - was added to the present value of expected cash flows.

The value in use as at 31 December 2021 thus calculated was added to the value of the net financial position of the investee as at 31 December 2021, the equity value thus determined being higher than the carrying amount of the investee.

Due to their nature, the forecasts used for impairment testing are subject to unforeseen elements that could still affect them, such as changes in expected demographic trends, changes in interest rates and inflation rates, changes in revenue, profit margins and collection terms from customers because of the macroeconomic trend. Such unforeseen elements could therefore result in having to amend the above-described impairment test. It is noted in this regard that the sensitivity analysis as at 31 December 2021 shows that the value in use is equal to the carrying amount of the equity investment in the event of an increase in the discount rate of approximately 2.85 percentage points, all the other conditions being equal; similarly, in the case of a reduction in non-discounted cash flows by approximately 28.7% throughout the plan period and for the cash flows on which the terminal value is based, the value in use plus the net financial position at the reporting date would equal the carrying amount of the equity investment.

6. Financial assets

This non-current item mainly consists of guarantee deposits paid for utilities of the registered office and the branches.

Current financial assets refer to the residual portion of the loan granted to the subsidiary Quanta S.p.A. in 2021.

7. Deferred tax assets and liabilities

Deferred tax assets and liabilities refer to the following items:

(In thousands of EUR) Assets Liabilities Net
2021 2020 2021 2020 2021 2020
Property, plant and equipment - - 87 165 (87) (165)
Employee benefits 13 14 - - 13 14
Provisions 347 316 - - 347 316
Loss allowance 1,311 1,178 - - 1,311 1,178
Costs with deferred deductibility 457 369 - - 457 369
Goodwill realignment 19,755 20,158 - - 19,755 20,158
Total 21,883 22,035 87 165 21,796 21,870

Temporary differences between the tax base of assets and liabilities and their carrying amounts were not excluded from the calculation of deferred taxes.

There are no tax losses that can be carried forward for which deferred tax assets can be recognised.

Tax assets and liabilities are measured using the tax rates that are expected to be applicable in the period in which the asset or the liability to which they refer will be realised or discharged, respectively, on the basis of tax rates established by measures in force.

Starting from 2020, deferred tax assets were recognised relating to the realignment of the tax value of the goodwill, in accordance with the provisions of Article 110, paragraphs 8 and 8-bis of Law Decree no. 104/2020. For further details, please refer to Note 27.

(In thousands of EUR) Balance
31 December 2020
Changes in profit or
loss
Balance
31 December 2021
Property, plant and equipment (165) 77 (87)
Employee benefits 14 (1) 13
Provisions 316 31 347
Loss allowance 1,178 133 1,311
Costs with deferred deductibility 369 87 457
Goodwill realignment 20,158 (403) 19,755
Total 21,870 (76) 21,796

Changes in net deferred tax assets and liabilities were as follows:

8. Cash and cash equivalents

The item includes the credit balance of bank and postal deposits and cash in hand.

(In thousands of EUR) 2021 2020 Change
Bank and postal deposits 5,076 13,856 (8,780)
Cash in hand and cash equivalents 19 20 (1)

(In thousands of EUR) 2021 2020 Change
Total cash and cash equivalents 5,095 13,876 (8,781)

With reference to the net financial indebtedness, in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and Consob Warning notice no. 5/21 of 29 April 2021, please refer to Note 12 below.

9. Trade receivables

The item is made up as follows:

(In thousands of EUR) 2021 2020 Change
From third-party customers 126,250 109,214 17,036
From related parties 69 168 (99)
Loss allowance (6,096) (5,455) (641)
Total trade receivables 120,223 103,927 16,296

As at 31 December 2021 and 2020, there were no trade receivables arising from factoring with recourse. Total trade receivables are exclusively related to Italian customers; therefore, there are no receivables in currencies other than the Euro. At the reporting dates, there was no concentration of trade receivables from a limited number of customers.

Please refer to paragraph 31 "Related parties" for further information on the analysis of the exposure of trade receivables from related parties.

The item is recorded in the separate financial statements net of a loss allowance of EUR 6,096 thousand.

The average collection period (DSO - Days Sales Outstanding) granted to customers appears to have decreased compared to the previous year, from 76 days to 69 days. Calculating the DSO only on the fourth quarter of 2021, i.e. trade receivables/quarterly turnover * 90 days, a DSO of 63 days is achieved, lower than the same period of 2020 (66 days).

Refer to note 25 (a) "Impairment losses" for further information about the analysis of trade receivables exposure at the reporting date.

10. Other receivables

The item is made up as follows:

(In thousands of EUR) 2021 2020 Change
Receivable from tax authorities for reimbursements 104 133 (29)
Receivable from the INPS treasury funds for post-employment benefits 1,725 832 893
Prepayments 890 741 149
Other disputed receivables 1,095 1,095 -
Receivable for domestic tax consolidation scheme 225 109 116
Receivables from Forma.Temp 4,247 4,575 (328)
Other sundry receivables 144 57 87
Total other receivables 8,430 7,542 888

The item Other disputed receivables refers to the receivable from a former Director of Metis who left office in 2009; the Provisions for risks reflect the considerations made for this litigation.

Prepayments as at 31 December 2021 of EUR 890 thousand mainly refer to advance costs entirely recognised during the current year, relating to sponsorships, bank fees and sundry rentals not related to lease agreements.

The item "Receivables from Forma.Temp" for EUR 4,247 thousand refers to the reimbursement of the salary supplement (TIS) paid in advance to contract workers.

The item "Receivable for domestic tax consolidation scheme" regards the Company's receivables from the subsidiary Openjob Consulting S.r.l. due to participation in the tax consolidation scheme.

11. Current tax assets

As at 31 December 2021, there are no current tax receivables.

As at 31 December 2020, the current income tax assets amounted to EUR 233 thousand and refer to the receivable from tax authorities for IRAP of EUR 97 thousand and EUR 136 thousand for IRES from tax consolidation.

12. Bank loans and borrowings and other financial liabilities

This note illustrates the contractual conditions that regulate the Company's financial liabilities. For further information on the Company's exposure to the interest rate risk, reference is made to Note 29.

(In thousands of EUR) 2021 2020 Change
Non-current liabilities:
Line A Loan 4,474 7,450 (2,976)
Line B2 Loan (Revolving) 4,284 - 4,284
M/L loan within 18 months 1,000 - 1,000
Lease liabilities 6,191 7,417 (1,226)
Derivative instruments 14 33 (19)
Total non-current liabilities 15,963 14,900 1,063
Current liabilities
Line A Loan 3,000 3,000 -
Line B2 Loan (Revolving) 2,858 - 2,858
M/L loan within 18 months 2,000 7,918 (5,918)
Non-guaranteed bank loans and borrowings 16,487 3,239 13,248
Lease liabilities 2,991 3,155 (164)
Total current liabilities 27,336 17,312 10,024
Total current and non-current liabilities 43,299 32,212 11,087

In March 2019, a medium-long term amortising loan of EUR 15 million was subscribed and issued, which also provides a revolving credit line of EUR 15 million, EUR 10 million of which has been used in 2021.

During the current year, a loan of EUR 3 million was subscribed and issued, to be repaid within 18 months from the date of issue.

The contractual conditions of bank loans and borrowings and other financial liabilities, excluding financial instruments, are set below:

(In thousands of EUR) 2021 2020
Curr. Nominal interest
rate
Year of
maturity
Nominal
amount
Carrying
amount
Nominal
amount
Carrying
amount
Line A Loan EUR Euribor* 2024 7,500 7,474 10,500 10,450
Line B2 Loan EUR Euribor* 2024 7,142 7,142 - -
M/L loan within 18 months EUR 0.1%** 2023 3,000 3,000 7,918 7,918
Non-guaranteed bank loans and
borrowings
EUR 0.1%** - 16,487 16,487 3,239 3,239
Lease liabilities EUR 1.52%** 2022-
2027
9,370 9,182 11,005 10,572
Total interest-bearing
liabilities
43,499 43,285 32,662 32,179

* Six-month Euribor plus a spread ranging from a minimum of 1.45% to a maximum of 2.00% in relation to compliance with a financial restriction

** These are approximate average rates

*** Weighted average incremental interest rate

The new outstanding non-current loan requires compliance with a financial restriction known as leverage ratio, consisting of the NFI/EBITDA ratio as defined in the loan agreement. This financial constraint has to be measured on an annual basis as at 31 December, since it is based on the Group's consolidated financial statements. The lending bank has the right to request the termination of the loan agreement if, at the date of calculation, the restriction is not complied with.

The financial constraint that must be complied with at consolidated level is shown below:

Calculation Dates NFI EBITDA ≤
31 December 2021 2.25
31 December 2022 2.25
31 December 2023 2.25

NFI = Net Financial Indebtedness

EBITDA = Consolidated net profit for the year before income taxes, net financial expense, amortisation/depreciation, provisions and impairment losses

It should be noted that as at 31 December 2021 the financial constraint had been complied with.

Branch leases contain extension options that can be exercised up to six months before the end of the binding period. If, at their respective deadlines, all extension options should be exercised, the potential cash flows that are not currently reflected in the lease liability would amount to approximately EUR 11,000 thousand.

Below is the net financial indebtedness of the Company as at 31 December 2021 and 31 December 2020, calculated in accordance with the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and CONSOB Warning notice no. 5/21 of 29 April 2021; please note that the new disclosure requirements did not entail significant impacts on determination of the net financial position of the Company as at 31 December 2021 and 31 December 2020.

(amounts in thousands of EUR) Financial statements for the year
ended 31 December
2021/2020 Change
2021 2020 Value %
A Cash 19 20 (1) (5.0%)
B Cash and cash equivalents 5,076 13,856 (8,780) (63.4%)
C Other current financial assets 5,008 - 5,008 100.0%
D Cash and cash equivalents (A+B+C) 10,103 13,876 (3,773) (27.2%)
E Current financial debt (24,345) (14,157) (10,188) 72.0%
F Current portion of non-current financial debt (2,991) (3,155) 164 (5.2%)

(amounts in thousands of EUR) Financial statements for the year
ended 31 December
2021/2020 Change
2021 2020 Value %
G Current financial indebtedness (E+F) (27,336) (17,312) (10,024) 57.9%
H Net current financial indebtedness (G+D) (17,233) (3,435) (13,797) 401.5%
I Non-current financial debt (15,963) (14,900) (1,063) 7.1%
J Debt instruments - - - -
K Trade payables and other non-current payables - - - -
L Non-current financial indebtedness (I+J+K) (15,963) (14,900) (1,063) 7.1%
M Total financial indebtedness (H+L) (33,195) (18,335) (14,858) 81.0%

The adoption of the Guidelines on disclosure requirements published by ESMA on 4 March 2021 and CONSOB Warning notice no. 5/21 of 29 April 2021 did not entail significant impacts on the determination of the net financial position of the company as at 31 December 2021 and 31 December 2020.

Below is the reconciliation of the changes in lease liabilities, bank borrowings and other financial liabilities arising from financing activities.

Lease liabilities
Balance as at 31 December 2020 10,572 21,607
Change in financial liabilities
- Lease payments (3,608)
- Interest expense 176
- New leases, renewals and contract terminations 2,042
- New loan disbursement 13,000
- Repayment of loan instalments (13,776)
- Other financial payables and interest 13,272
Total change in financial liabilities (1,390) 12,496
Balance as at 31 December 2021 9,182 34,103

13. Employee benefits

(a) current

The balance of the item current employee benefits includes:

(In thousands of EUR) 2021 2020 Change
Salaries payable to contract workers 34,541 28,389 6,152
Remuneration payable to contract workers 11,879 9,613 2,266
Post-employment benefits of contract workers 202 185 17
Remuneration payable to employees 5,540 2,809 2,731
Total payables for employee benefits 52,162 40,996 11,166

Given the nature of business carried out by the Company and the average duration of employment contracts with contract workers, employee benefits represented by the post-employment benefits of contract workers are on average paid periodically and were consequently regarded as current liabilities. Therefore, the liability was not discounted and corresponds to the obligation due to contract workers at the end of the contract.

The liabilities as at 31 December 2021 increased compared to 31 December 2020, mainly in relation to the increase in contract workers hired on permanent contracts.

(b) non-current

The balance of the item Employee benefits relates to post-employment benefits due to employees. The change in the amount related to employee benefits in the different years is summarised as follows:

(In thousands of EUR) 2021 2020 Change
Payables for employee benefits as at 1 January 639 600 39
Cost recognised in profit or loss 5 8 (3)
Payments during the year (28) (17) (11)
Actuarial valuation 13 20 (7)
Liabilities held for sale/reclassification - 28 (28)
Total payables for employee benefits 628 639 (11)

The amount is recognised in profit or loss as per the following table:

(In thousands of EUR) 2021 2020 Change
Interest expense on the obligation 5 8 (3)
Total 5 8 (3)

The liability related to post-employment benefits is based on the actuarial valuation made by independent experts according to the following main parameters:

2021 2020
Projected future salary increases (average amount) 1.0% 1.0%
Projected staff turnover 9% 9%
Discount rate 1.09% 0.53%
Average inflation rate 1.75% 0.80%

14. Trade payables

The item includes trade payables for the provision of services and consultancy.

Total trade payables at the reporting date are mainly due to Italian suppliers. Moreover, there are no trade payables in currencies other than the Euro. At the reporting date, there was no concentration of trade payables due to a limited number of suppliers.

The item is broken down as follows:

(In thousands of EUR) 2021 2020 Change
Trade payables to third parties 10,498 9,179 1,319
Total trade payables 10,498 9,179 1,319

At the reporting date, there were no payables due to related parties.

15. Other payables

The item is broken down as follows:

(In thousands of EUR) 2021 2020 Change
Social security charges payable 22,336 18,142 4,194
Tax payables 13,400 9,871 3,529
Payables to Forma.Temp 1,013 1,092 (79)
Payables to subsidiaries for tax consolidation scheme 385 442 (57)
Other payables 450 922 (472)
Total other current payables 37,584 30,469 7,115
Non-current liability linked to the non-compete agreement 900 - 900
Total other non-current payables 900 - 900
Total other payables 38,484 30,469 8,015

Social security charges payable mainly refers to amount due to INPS (the Italian Social Security Institution), INAIL (the Italian National Institute for Insurance against Accidents at Work) and other social security institutions referring to wages and salaries to contract workers and employees.

Payables to subsidiaries relate to the EUR 337 thousand due to Family Care S.r.l., EUR 20 thousand due to HC S.r.l. and EUR 28 thousand due to Seltis Hub S.r.l. for the domestic tax consolidation scheme.

With the finalisation of the acquisition of Quanta S.p.A. in May 2021, the liability relating to the contractual agreement reached with the seller, concerning the limitation on the performance of professional activities in competition with the company, which will be recorded in five years, was recognised in the item Other non-current payables.

The item Other payables mainly refers to shares acquired during the previous year and the recognition of put options as envisaged by the relevant agreements.

Payables to Forma.Temp refer to the management contribution and the contribution for the training of contract workers in December.

The item Tax payables is broken down as follows:

(In thousands of EUR) 2021 2020 Change
Withholding taxes - Employees 13,217 9,591 3,626
VAT and other minor payables 183 280 (97)
Total tax payables 13,400 9,871 3,529

16. Current and non-current tax liabilities

Current tax liabilities as at 31 December 2021 amounted to EUR 1,361 thousand and referred to EUR 717 thousand for the second instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, EUR 554 thousand to the tax authorities for IRES tax consolidation and EUR 90 thousand to the tax authorities for IRAP. For further details, please refer to Note 27.

Non-current tax liabilities as at 31 December 2021 amounted to EUR 717 thousand and related to the third instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis to be paid in 2023. For further details, please refer to Note 27.

Current tax liabilities as at 31 December 2020 amounted to EUR 717 thousand and refer to the first instalment of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis. For further details, please refer to Note 27.

Non-current tax liabilities as at 31 December 2020 amounted to EUR 1,435 thousand and relate to the additional two instalments of the substitute tax pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis, to be paid in 2022 and 2023. For further details, please refer to Note 27.

17. Provisions

Changes in this item are broken down as follows:

(In thousands of EUR) Balance as at 1/1/2021 Increases Uses Balance as at 31/12/2021
Disputes 1,716 147 (24) 1,839

The item refers to possible future charges related to disputes with personnel, a dispute related to a non-trade asset, in addition to other minor risks.

18. Equity

(a) Share capital

(In thousands of shares) 2021 2020
Ordinary shares
Issued as at 1 January 13,712 13,712
Issued as at 31 December 13,712 13,712

As at 31 December 2021, the approved share capital consisted of 13,712,000 ordinary shares, the ownership percentages of which are specified in the section "Group structure", to which explicit reference is made.

The Shareholders' Meeting, convened on 24 April 2018, authorised the Board of Directors to purchase and dispose of treasury shares pursuant to the combined provisions of Articles 2357 and 2357-ter of the Italian Civil Code, as well as article 132 of Legislative Decree no. 58 of 24 February 1998. The Board of Directors' meeting called for 15 May 2018 resolved to launch the buyback programme from 16 May 2018.

Subsequently, by resolution approved by the Shareholders' Meeting on 30 April 2021, the buy-back programme was restarted by the Board of Directors, up to a maximum number of shares such as not to exceed 5% of the pro-tempore share capital.

As part of the acquisition of Quanta S.p.A., 528,193 shares, previously held in the portfolio by Openjobmetis S.p.A., were sold during the year.

It should be noted that as at 31 December 2021, Openjobmetis S.p.A. directly held 312,764 treasury shares, equal to 2.28% of the share capital.

The Company did not issue any preference shares.

The share capital has been fully paid up.

(b) Share premium reserve

The item Share premium reserve includes the share premium paid as a result of the share capital increase made during the extraordinary Shareholders' Meeting of 18 March 2005 (EUR 3,899 thousand), the share premium recognised as a result of the share capital increase made on 11 June 2007 (EUR 51 thousand), the share premium recognised as a result of the share capital increase made by injection on 14 March 2011 (EUR 5,030 thousand), the share premium paid as a result of the share capital increase on 14 March 2011 (EUR 7,833 thousand), the share premium recognised as a result of the conversion of the bond issue on 26 June 2015 (EUR 700 thousand), and the share premium recognised as a result of the Public Offering of Sale and Subscription made on 3 December 2015 (EUR 16,240 thousand). Moreover, the reserve was reduced by EUR 2,208 thousand for the portion of the listing costs related to the public subscription offering (i.e. costs directly attributable to the latter and portion pro rata of the other listing costs, in proportion to the number of shares related to the public subscription offering, relative to the total number of shares of the initial public offering, including the greenshoe option).

(c) Other Reserves

The item Other Reserves includes the residual portion of EUR 15,602 thousand of the equityrelated reserve of WM S.r.l. originally of EUR 25,959 thousand. This reserve was used in part to cover losses for 2007, and increased following the negative goodwill arising on the merger with Quandoccorre S.p.A.; subsequently, it decreased to cover the 2009 losses carried forward.

As at 31 December 2021, in accordance with IAS 19, the net actuarial loss of EUR 13 thousand resulting from the difference between the amount of expected benefits calculated for the period of reference and the actual benefit resulting from the new measurement assumptions at the end of the period - was accounted for in equity.

Moreover, the fair value as at 31 December 2021 of the derivative contract put in place to hedge the risk of changes in the interest rate risk granted to the New Loan totalling EUR 14 thousand,

was accounted for as a reduction of equity. The effective portion of the change in the fair value of hedging instruments is accumulated in the cash flow hedge reserve as a separate component of equity.

The value of Other reserves is net of the negative reserve for the purchase of treasury shares in portfolio, amounting to EUR 3,017 thousand as at 31 December 2021.

Other reserves include the reserve of EUR 498 thousand related to the 2019-2021 Performance Shares Plan as better specified in Note 21 and the reserve of EUR 468 thousand generated following the assignment of treasury shares in the "Quanta" purchasing transaction, and related to the difference between the carrying amount of the shares at the various acquisition dates (EUR 4,349 thousand) and their fair value at the acquisition date (EUR 4,817 thousand).

(In thousands of EUR) Amount Usability Available portion Use for coverage of losses over the past three years
Share capital 13,712 -- --
Legal reserve 2,812 B 2,812 --
Share premium reserve 31,545 A, B, C 31,545 --
Other reserves 74,253 A, B, C 73,287 --
Total 122,322 --
Available portion 107,644

The following table summarises the availability and usability of reserves:

Key to symbols:

A = Share capital increase

B = Loss coverage

C = To be distributed to shareholders

It should be noted that a portion of distributable reserves of EUR 69,583 thousand was subject to the tax suspension regime pursuant to Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis.

19. Revenue

A breakdown of revenue by type of service, all in Euro and mainly from Italian customers, is summarised in the following tables:

(In thousands of EUR) 2021 2020 Change
Revenue from contract work 623,694 493,840 129,854
Revenue from personnel recruitment and selection 278 128 150
Revenue from other activities 373 294 79
Expenses charged to Group companies 595 864 (269)
Total Revenue 624,940 495,126 129,814

The item "Revenue from other activities" mainly refers to services provided to start up traineeships, revenue for active labour policies, the sale of ad hoc training and other minor income. For the item "Expenses charged to Group companies", please refer to Note 31 relating to transactions with related parties.

In 2021, the Company's revenue amounted to EUR 624,940, compared to EUR 495,126 in 2020, showing a full recovery compared to pre-Covid periods. As commented on in the Report on Operations, 2021 saw a recovery in the Italian economy due to the advancement of the vaccination campaign and the easing of restrictions after the spring. The increase was pronounced from the first half of the year, whose revenue stood at +30% compared to the same period in 2020.

The fall and winter months were impacted by worsening health conditions due to the spread of the Omicron variant, which led to an increase in infections. Despite the uncertain environment, the Company ended the year with a 26.2% increase in revenue compared to 2020.

20. Other income

The item includes:

(In thousands of EUR) 2021 2020 Change
Recognition of contributions from Forma.Temp and Ebiref 10,440 7,566 2,874
Other sundry income 2,123 1,053 1,070
Total other income 12,563 8,619 3,944

The contributions from Forma.Temp refer to grants received for the repayment of the costs incurred for training courses for contract workers, included in the item Costs for services.

The contributions are recognised by the body on the basis of the specific reporting of costs to organise and carry out the training activities. The relevant revenue recognition occurs in a timely manner on the basis of the reporting of costs incurred for each course.

The Other sundry income item mainly includes a contribution received from the Agenzia Nazionale Politiche Attive del Lavoro (National Agency for Active Labour Market Policies) in support of professional training activities carried out by contract workers; it also includes income not pertaining to the period, such as the collection of previously impaired receivables and adjustments to the allocations of costs related to previous years, various reimbursements and other minor items.

21. Personnel expense

The item includes:

Cost of contract work

(In thousands of EUR) 2021 2020 Change
Wages and salaries of contract workers 398,292 313,839 84,453
Social security charges of contract workers 115,966 92,450 23,516
Post-employment benefits of contract workers 22,057 18,137 3,920
Forma.Temp contributions for contract workers 14,950 12,651 2,299
Other costs of contract workers 4,073 3,049 1,024
Total personnel expense 555,338 440,126 115,212

Forma.Temp contributions refer to the compulsory payment to the bilateral body of approximately 4% of some elements of gross salaries of contract workers, to be allocated to promoting qualification courses for the workers themselves.

The cost of wages and salaries, as at 31 December 2021, is shown net of the salary supplement (Trattamento di Integrazione Salariale - TIS) amounting to EUR 2,131 thousand (EUR 18,467 thousand as at 31 December 2020), the value of which is reimbursed by Forma.temp.

Other costs of contract workers mainly refer to additional charges such as luncheon vouchers and various refunds.

Employee costs

(In thousands of EUR) 2021 2020 Change
Salaries and wages of employees 20,384 17,957 2,427
Social security costs of employees 5,859 5,411 448
Post-employment benefits of employees 1,356 1,278 78
Remuneration to the Board of Directors and committees 1,964 1,361 603
Social security costs of the Board of Directors 79 66 13
Other employee costs 912 732 180
Long-term incentive 663 (438) 1,101
Total personnel expense 31,217 26,367 4,850

Other employee costs mainly refer to additional charges such as luncheon vouchers and various refunds.

The remuneration of key management personnel is indicated in Note 32.

Average number of employees 2021 2020 Change
no. no.
Executives - employees 2 2 -
White-collar staff - employees 539 537 2
Total 541 539 2

The average number of employees is set out below:

Long-term incentive

On 12 May 2017 and on 15 May 2018, the Board of Directors assigned a number of directors and key management personnel the option, i.e. the right to receive a sum of money corresponding to the increase in the value of the Openjobmetis S.p.A. shares at the end of the three-year vesting period and subject to the occurrence of the conditions contained in the "Information document relating to the incentive plan" based on the attribution of Phantom Stock Options available on the company website (to which explicit reference is made).

Subsequently, with a view to making a concrete contribution to the effort made by the Company, at all levels, in dealing with the impact of the Covid-19 emergency, on 15 May 2020 all beneficiaries identified for the first tranche have formalised an unconditional and irrevocable waiver of the right to exercise options accrued for a value of approximately EUR 0.44 million, recognised as a reduction in personnel expense for the previous period.

The estimated cost for the last tranche of the Phantom Stock Option Plan is EUR 474 thousand (of which EUR 386 thousand is recognised in the current financial year) and corresponds with the liability measured at fair value, representing the amount to be paid to employees for whom the unconditional right to receive payment accrued in relation to the tranche granted in 2018 under the Plan and the Regulations in force. The related liability is included in employee benefits at the reporting date.

The value of the liability recognised in the financial statements as at 31 December 2021 was determined on the basis of the amount actually paid to the beneficiaries following the exercise of their full rights in January 2022.

The shareholders' meeting of 17 April 2019 approved the adoption of a 2019-2021 Performance Shares Plan which provides for the right of directors, key management personnel and other key employees to receive, at the end of the three-year vesting period, ordinary shares of Openjobmetis

S.p.A. subject to the achievement of certain Performance Objectives as described in the above Plan (to which explicit reference is made).

The Board of Directors identified the beneficiaries of each of the first three tranches of the Plan on 25 June 2019, 15 May 2020 and 14 May 2021.

The assessment of the cost assigned was estimated by considering the performance components related to the achievement of the adjusted, consolidated and cumulative three-year EBITDA targets compared to the plan targets (with 50% weight) and the Company's performance in terms of Total Shareholder Return compared to the companies that make up the FTSE Italia STAR index (with 50% weight), estimated using the Monte Carlo method, which, on the basis of suitable assumptions, made it possible to define a considerable number of alternative scenarios.

The EUR 277 thousand estimated cost for the period of the Performance Shares assigned corresponds to the change in the liability measured at fair value, representative of the value of the shares actually accrued by the beneficiaries in relation to the tranches allocated in 2019, 2020 and 2021. The related liability is included in the Equity item "Other reserves" at the reporting date.

The parameters used in the fair value measurement at the dates of assignment and valuation of the plan are as follows: share price at the valuation date of EUR 7.16 for the first tranche, EUR 5.10 for the second tranche and EUR 8.87 for the third trance, expected dividend rate of 3.5%, discount rate of 1% for the first tranche, 0.40% for the second tranche and -0.26% for the third tranche, vesting right of the "market based" component equal to 47% for the first tranche, 55% for the second tranche and 49% for the third trance, annual volatility 31% for the first tranche, 32% for the second tranche and 29% for the third tranche, applying a reasonable estimate on the basis of historical volatility calculated with reference to the valuation date.

The per-unit fair value of the right to receive the bonus shares at the reporting date was EUR 6.68 for the first tranche, EUR 4.76 for the second tranche and EUR 8.28 for the third tranche.

22. Cost of raw materials and consumables

The item mainly includes costs for consumables, stationery and other minor expenses.

23. Costs for services

The item includes:

(In thousands of EUR) 2021 2020 Change
Costs for organising courses for contract workers 10,466 7,562 2,904
Costs for updating skills of contract workers 1,157 - 1,157
Costs for tax, legal, IT, business consultancy 5,355 5,076 279
Costs for marketing consultancy 2,218 2,057 161
Costs for due diligence and consultancy services 847 247 600
Fees to sourcers and professional advisors 4,549 2,875 1,674
Costs for advertising and sponsorships 1,909 1,189 720
Costs for utilities 949 793 156
Remuneration to the Board of Statutory Auditors 88 88 -
Other 3,665 2,963 702
Total costs for services 31,203 22,850 8,353

Costs for organising courses for contract workers mainly refer to costs charged by training companies, for organising training activities carried out for contract workers, in addition to additional charges. This includes the costs incurred for related parties, as described in greater detail in Note 31. The costs borne by the organisational bodies mainly consist of services invoiced by independent experts. Against the precise and timely reporting of the costs incurred for the courses, Openjobmetis S.p.A. receives a specific refund from Forma.Temp and other bodies.

The item marketing consultancy includes the costs incurred for commercial development projects in certain geographical areas.

The item fees to sourcers and professional advisors refers to costs incurred to promote meetings with potential customers.

Costs for advertising and sponsorships refer to ads, to costs for the dissemination of the corporate image and to the contribution as the main sponsor of a sports company.

Costs for the year for due diligence and consultancy services as at 31 December 2021 relate mainly to activities for the Quanta S.p.A. acquisition transaction.

Other costs mainly include costs incurred for insurance, information on customer solvency, independent auditors' fees, published notices and sundry rentals.

24. Other operating expenses

The item includes:

(In thousands of EUR) 2021 2020 Change
Other expenses 804 529 275
Total other operating expenses 804 529 275

Other expenses include stamps, membership fees, other taxes such as waste taxes and advertising, minor taxes and penalties, and capital losses on the disposal of assets.

25. Impairment losses on trade and other receivables

For further details on the loss allowance, reference is made to the directors' report and to Note 29 below.

26. Net financial income (expense)

Net financial income and expense are shown in the following table:

(In thousands of EUR) 2021 2020 Change
Bank interest income - 182 (182)
Interest income on other receivables 33 51 (18)
Dividends from subsidiaries 1,100 2,700 (1,600)
Total financial income 1,133 2,933 (1,800)
Interest expense on loans (242) (222) (20)
Interest expense on current accounts (68) (15) (53)
Other interest expense (269) (264) (5)
Total financial expense (579) (501) (78)
Total net financial income (expense) 554 2,432 (1,878)

Other interest expense mainly refers to the portion of costs attributable to each year deriving from application of the amortised cost method to the loan in accordance with IFRS 9, and the expense relating to the recognition of the right of use pursuant to IFRS 16, amounting to EUR 177 thousand.

27. Income taxes

Income taxes recognised in profit or loss are broken down as follows:

(In thousands of EUR) 2021 2020 Change
Current taxes 3,491 2,531 960
Deferred tax assets on goodwill realignment - (20,158) 20,158
Substitute tax for goodwill realignment - 2,152 (2,152)
Deferred tax assets 151 (111) 262
Deferred tax liabilities (77) (6) (71)
Tax from previous years (580) 1 (581)
Total income taxes 2,985 (15,591) 18,576

Current taxes as at 31 December 2021 totalling EUR 3,491 thousand refer to IRAP of EUR 729 thousand and to IRES of EUR 2,762 thousand.

Current taxes as at 31 December 2020 totalling EUR 2,531 thousand refer to IRAP of EUR 552 thousand and to IRES of EUR 1,979 thousand.

As at 31 December 2020, the Company benefited from the possibility of realigning the tax on the higher amounts of the assets recorded in the financial statements, specifically the amount of goodwill of EUR 71,736 thousand, in accordance with Law Decree 104/2020, Article 110, paragraphs 8 and 8-bis. This decision resulted in the recognition as at 31 December 2020 of deferred tax assets of EUR 20,158 thousand against a substitute tax payable of 3% of the realigned value (EUR 2,152 thousand) to be paid in three instalments (one of which has already been paid at the reporting date). In addition, a tax suspension restriction was placed on reserves already existing in the equity for the amount of EUR 69,583 thousand.

Article 1, paragraphs 622-624 of Law 234/2021 (2022 Budget Law) subsequently intervened, retroactively modifying the tax regime of the amortisation of realigned goodwill pursuant to Article 110 of Law Decree 104/2020, providing for the increase of the minimum tax amortisation period from the ordinary 18 years to 50 years. Faced with the novelty of the lengthening of the tax amortisation plan, companies were essentially given three alternatives: (i) accepting such dilution and deducting a portion of amortisation referred to the higher values realigned to an extent not exceeding, for each tax period, one-fiftieth (ii) benefiting from the depreciation in eighteenths originally applicable by integrating the substitute tax to the extent corresponding to that established by Article 176, paragraph 2-ter of the Consolidated Income Tax Act (TUIR) (iii) revoking, even partially, the application of the tax rules of the aforementioned Article 110, in accordance with procedures and terms to be adopted by means of a Provision of the Director of the Italian Tax Authorities.

The Company, taking note of the regulatory change, decided to maintain the goodwill realignment option, thus diluting the tax amortisation period in fifty years. Based on the forecasts of taxable income generations in the 2022-2026 plan approved by the Board of Directors on 4 February 2022 and historical data, deferred tax assets, decreased by EUR 403 thousand as at 31 December 2021, were deemed fully recoverable in consideration of the possibility of absorption through the Company's future taxable income.

During the period, the Company Openjobmetis signed an agreement with the Italian Tax Authorities for the preferential taxation regime for income deriving from the use of the "Openjobmetis" trademark (Patent Box) and following the submission of supplementary declarations for the years 2016-2017 and 2018 may benefit from a tax credit of EUR 578 thousand, recognised as income as at 31 December 2021.

The following table shows the items that reconcile the difference between the theoretical tax burden at Italian rate and taxes actually charged to the year:

(In thousands of EUR) 2021 Rate 2020 Rate
Profit (loss) before taxes 13,525 8,945
Theoretical income taxes (a) 3,246 24.00% 2,147 24.00%
Tax effect of permanent differences including:
- cars 150 151
- telephony 58 49
- prior year income and expense 31 44
- board and lodging 31 14
- Other changes (16) 328
- ACE (Aiuto alla crescita economica, Aid to economic growth) (418) (208)
- 10% IRAP deduction (46) (52)
- Dividends/income from liquidation (251) (616)
Subtotal (b) (461) (290)
Income taxes recorded in the Financial Statements
(current and deferred) excluding IRAP and realignment effect (a + b) 2,785 20.59% 1,857 20.76%
IRAP (current and deferred, excluding realignment) 780 5.77% 557 6.23%
Deferred tax assets on goodwill realignment, Law Decree 104/2020 - 0% (20,158) (225.35)%
Substitute tax for goodwill realignment, Law Decree 104/2020 - 0% 2,152 24.06%
Income taxes recorded in the Financial Statements (current and
deferred) 3,565 26.36% (15,592) (174.31)%
Tax from previous years (580) (4.29)% 1 0.01%
Total taxes 2,985 22.07% (15,591) (174.30)%

Pursuant to Articles 117 to 129 of the Consolidated Income Tax Act (TUIR), agreements were signed between Openjobmetis S.p.A. and its subsidiaries Openjob Consulting S.r.l., Seltis S.r.l., HC S.r.l. and Family Care S.r.l. on the exercise of the option for the domestic tax consolidation scheme, thus benefiting from the possibility of offsetting taxable income against tax losses in a single tax return. The three-year agreements will be tacitly renewed for the following three-year period unless they are revoked.

28. Contingent liabilities

The Company is a party to pending disputes and lawsuits. Based on the opinion of legal and tax advisors, the directors do not expect that the outcome of these ongoing actions will have a significant effect on the financial position of the Company, in addition to what was already allocated in the consolidated financial statements.

Specifically:

In 2021, the Italian Tax Authorities - Regional Lombardy Division - Office of Major Taxpayers, initiated a tax audit activity against the Parent, Openjobmetis S.p.A., with reference to the 2016 and 2017 tax periods.

The audit concerned the VAT treatment of financed professional training received by the Company in its capacity as client, aimed at contract workers.

On 23 December 2021, the Italian Tax Authorities communicated assessment notice no. TMB061T00556/2021, concerning the alleged non-deductibility of VAT for the year 2017, equal to Euro 2,727,981.88, on training services financed through the Formatemp fund, which, based on their reconstruction, would instead be subject to the application of the VAT exemption pursuant to Article 10, paragraph 1, no. 20 of Presidential Decree 633/72, in addition to penalties and interest.

With reference to the 2016 tax period, on 9 December 2021 the Italian Tax Authorities drew up a daily report aimed at illustrating the results of the control activity carried out, according to which, the Company would have unlawfully deducted VAT in the amount of EUR 2,072,363.82, with the same assumptions applied with reference to the 2017 financial year, without following up, at the moment, with the notification of the related assessment notice.

The Company, having consulted its advisors, believes that it has a number of reasons to support its actions, and stresses its firm opposition to the objections raised by the Italian

Tax Authorities and its willingness to proceed with litigation to the extent necessary for the recognition its reasons.

The objections raised by the Italian Tax Authorities are part of a line of argument that has, to date, involved various Employment Agencies; consequently, the publication of new case law potentially favourable to the Company's defence cannot be ruled out in the coming months. To protect the interests of the category, associations representing Employment Agencies intervened, supporting initiatives directed at the competent institutional venues, including the complaint before the European Commission. Therefore, a favourable legislative intervention should not be excluded.

29. Financial instruments

(a) Credit risk

Exposure to credit risk

The carrying amount of the financial assets represents the Company's maximum exposure to credit risk. At the end of the reporting period, this exposure is set out below:

(In thousands of EUR) 2021 2020 Change
Held-to-maturity investments 5,009 28 4,981
Trade receivables 120,223 103,927 16,296
Cash and cash equivalents 5,095 13,876 (8,781)
Total 130,327 117,831 12,496

Trade receivables mainly refer to Italian customers.

There are no particular concentrations of trade receivables in specific sectors.

Exposure to the top ten customers' accounts for approximately 17% of total trade receivables as at 31 December 2021.

Impairment losses

The ageing of trade receivables at the end of the reporting period was as follows:

(In thousands of EUR) 2021 2020 Change
Falling due 106,207 90,039 16,168
Past due from 0 to 90 days 12,313 11,634 679
Past due from 91 to 360 days 1,780 3,371 (1,591)

Past due 360 days or more 6,019 4,338 1,681
Total trade receivables 126,319 109,382 16,937

The changes in the loss allowance for trade receivables during the years were as follows:

(In thousands of EUR) 2021 2020 Change
Balance as at 1 January 5,455 4,812 643
Impairment loss for the year 1,554 1,591 (37)
Use during the year (913) (948) 35
Balance as at 31 December 6,096 5,455 641

The Company allocates a loss allowance that reflects the estimate of losses on trade and other receivables, whose main components are the impairment losses on individual significant exposures and the collective impairment loss on homogeneous groups of assets against losses that have not yet been identified. Collective impairment is determined on the basis of historical losses, adjusted if necessary by scale factors reflecting the differences between the economic conditions of the period during which the historical data was collected and the Company's point of view about the economic conditions over the entire expected life of the receivables. The loss allowance mainly relates to receivables that have been past due for more than 360 days.

The impairment loss for the year refers to the provision for estimated impairment losses on trade receivables as described above.

The Company constantly monitors its exposure to credit risk relating to relations with its customers, and adopts appropriate measures to mitigate them. Specifically, on the basis of the policies adopted by the Company, trade receivables that are past due are the subject of specific reminders and recovery actions, including forced. The result of these actions is considered in determining the loss allowance.

With reference to the potential elements of uncertainty deriving from the Covid-19 pandemic, to date there are no particular risk situations relating to the solvency of Openjobmetis customers compared to the pre-Covid period. This is demonstrated by the average collection times (DSO), which stood at 69 days as at 31 December 2021, an improvement on the 76 days recorded as at 31 December 2020.

During the year the Company did not recognise expected impairment losses on held-to-maturity investments.

The Company uses allowances for impairment to recognise the impairment losses on trade receivables and on held-to-maturity investments; however, when there is the certainty that the

amount due cannot be recovered, the amount considered irrecoverable is written off directly from the related financial asset.

(b) Liquidity risk

The contractual maturities of financial liabilities, including interest to be paid and excluding the effects of offsetting agreements, are shown in the following table:

Non-derivative financial liabilities 2021
(In thousands of EUR) Carrying
amount
Contractual cash
flows
6 months or
less
6-12
months
1-5 years More than
5 years
Line A Loan (7,474) (7,685) (1,562) (1,549) (4,574) -
Line B2 Loan (Revolving) (7,142) (7,294) (1,479) (1,470) (4,345) -
M/L loan within 18 months (3,000) (3,001) (1,001) (1,000) (1,000) -
Non-guaranteed bank loans and borrowings (16,487) (16,487) (16,487) - - -
Lease liabilities (9,182) (9,370) (1,500) (1,500) (5,854) (516)
Trade payables (10,498) (10,498) (10,498) - - -
Other payables (38,484) (38,484) (37,584) - (900) -
Employee benefits * (52,162) (52,162) (52,162) - - -
Total (144,429) (144,981) (122,273) (5,519) (16,673) (516)
Non-derivative financial liabilities 2020
(In thousands of EUR) Carrying
amount
Contractual cash
flows
6 months or
less
6-12
months
1-5 years More than
5 years
Line A New Loan (10,450) (10,845) (1,586) (1,574) (7,685) -
M/L loan within 18 months (7,918) (7,967) (4,198) (3,769) - -
Non-guaranteed bank loans and borrowings (3,239) (3,239) (3,239) - - -
Lease liabilities (10,572) (11,005) (1,642) (1,653) (7,059) (651)
Trade payables (9,179) (9,179) (9,179) - - -
Other payables (30,469) (30,469) (30,469) - - -
Employee benefits * (40,996) (40,996) (40,996) - - -
Total (112,823) (113,700) (91,309) (6,996) (14,744) (651)

* the item Employee benefits considers only short-term benefits that will generally be settled periodically.

The cash flows included in the above-mentioned tables are not expected to occur significantly in advance or for considerably different amounts.

Note that for Line B – Revolving of the New Loan outstanding as at 31 December 2021, unused as at the reporting date, contractual cash flows will have a maximum duration of six months.

(c) Interest rate risk

Floating rate financial liabilities are summarised below:

(In thousands of EUR) 2021 2020 Change
Non-guaranteed bank loans and borrowings 16,487 3,239 13,248
M/L loan within 18 months 3,000 7,918 (4,918)
Line A Loan 7,474 10,450 (2,976)
Line B2 Loan (Revolving) 7,142 - 7,142
Total financial liabilities 34,103 21,607 12,496

If the interest rates had increased by 1% at the reporting date, the equity and the profit (loss) for the year would have been negatively affected, gross of the related tax effect, by approximately EUR 100 thousand. However, the potential effect of extreme circumstances that cannot be reasonably foreseen remains excluded.

A derivative contract hedging the risk of interest rate change is in place for a portion equal to 50% of the nominal value of the amortising line for the first three years of the Loan.

(d) Fair value

Fair value and carrying amount

The following table shows the carrying amount recorded in the statement of financial position and the fair value of each financial asset and liability:

2021 2020
(In thousands of EUR) Carrying amount Fair Value Carrying amount Fair Value
Held-to-maturity investments 5,009 5,009 28 28
Trade and other receivables 128,653 128,653 111,469 111,469
Cash and cash equivalents 5,095 5,095 13,876 13,876
Lease liabilities (9,182) (9,182) (10,572) (10,572)
Line A Loan (7,474) (7,474) (10,450) (10,450)
Line B2 Loan (Revolving) (7,142) (7,142) - -
M/L loan within 18 months (3,000) (3,000) (7,918) (7,918)
Non-guaranteed bank loans and borrowings (16,487) (16,487) (3,239) (3,239)
Trade and other payables (48,982) (48,982) (39,648) (39,648)
Employee benefits (52,790) (52,790) (41,635) (41,635)
Total (6,300) (6,300) 11,911 11,911

Methods for determining fair value

The methods and main assumptions used for measuring the fair value of the financial instruments are shown below:

Non-derivative financial liabilities

Bank loans and borrowings and other financial liabilities bear interest at floating rate and therefore, also considering that they are indicated net of the related charges, no significant differences between the carrying amount and fair value were identified.

Derivative financial liabilities

The fair value of Interest Rate Swaps is equal to the present value of the future cash flows estimated on the basis of observable market parameters, and also compared with the prices of the financial intermediary with whom the contract was signed.

Trade and other receivables

The fair value of trade and other receivables is estimated based on future cash flows discounted using market interest rates at the reporting date. The fair value matches the carrying amount as it already reflects the impairment loss.

For information concerning the interest rates used to discount the expected cash flows, where applicable, on the elements listed in the above table, mainly used for calculating the financial liabilities at amortised cost, refer to Note 12.

Fair value hierarchy

The following table shows the financial instruments recognised at fair value based on the valuation technique used. The different levels were defined as follows:

Level 1: (unadjusted) prices quoted in active markets for identical assets or liabilities;

Level 2: inputs other than quoted market prices defined in Level 1, which are observable for the asset or the liability, either directly (as in the case of prices), or indirectly (derived from prices);

Level 3: inputs relating to the asset or liability that are not based on observable market data (data not observable).

(In thousands of EUR) Hedging IRS
31/12/2021 31/12/2020
Level 1 - -
Level 2 (14) (33)
Level 3 - -
Total (14) (33)

30. Leases

The Company, for the purposes of its business, makes use of several leases, especially for car rental and building lease.

31. Related parties

Some members of the Board of Directors hold a position in other bodies and may be in a position to exercise control or significant influence on the financial and management policies of such bodies.

The relationships entertained between the Company and related parties, as identified on the basis of the criteria defined in IAS 24 – Related Party Disclosures – are mainly commercial in nature.

During the year, the Company carried out transactions with some of the above-mentioned bodies as shown below. The general conditions governing these transactions were carried out in respect of and in line with normal market conditions.

During the meeting of 12 October 2015, the Board of Directors approved and subsequently updated, most recently on 29 June 2021, the related party transactions policy and procedure, in accordance with Article 2391-bis of the Italian Civil Code and with the "Related party transactions regulations" adopted by CONSOB with resolution no. 17221 of 12 March 2010 and subsequent amendments.

% weight on
Other related Total related financial
Description (in thousands of EUR) Total 2021 Subsidiaries parties parties statement
items
1 Revenue 624,940 694 - 694 0.1%
2 Employee costs 31,217 - 3,067 3,067 9.82%
3 Costs for services 31,203 1,300 - 1,300 4.2%

The total value of the transactions and residual balances is as follows:

4 Financial income 1,133 1,108 - 1,108 97.8%
Description (in thousands of EUR) Total 2020 Subsidiaries Other related
parties
Total related
parties
% weight on
financial
statement
items
1 Revenue 495,126 1,070 - 1,070 0.2%
2 Employee costs 26,436 - 2,250 2,250 8.5%
3 Costs for services 22,850 1,146 - 1,146 5.0%
4 Financial income 2,933 2,700 - 2,700 92.1%
Description (in thousands of EUR) Total 2021 Subsidiaries Other related
parties
Total related
parties
% weight on
financial
statement
items
1 Equity investments 36,272 36,272 - 36,272 100%
2 Receivables 120,223 69 - 69 0.1%
3 Other receivables 8,430 225 - 225 2.7%
4 Financial assets (current) 5,008 5,008 - 5,008 100%
5 Trade payables 10,498 - - - 0.0%
6 Other payables 37,584 385 - 385 1.0%
Description (in thousands of EUR) Total 2020 Subsidiaries Other related
parties
Total related
parties
% weight on
financial
statement
items
Equity investments 5,454 5,454 - 5,454 100%
Receivables 103,927 168 - 168 0.2%
Other receivables 7,100 109 - 109 1.5%
Trade payables 9,179 - - - 0.0%
Other payables 30,027 442 - 442 1.5%

The item "Revenue from subsidiaries" includes amounts charged to Group companies as follows: Openjob Consulting S.r.l. EUR 262 thousand (EUR 307 thousand in 2020), Seltis Hub S.r.l. for EUR 210 thousand (EUR 344 thousand in 2020), HC S.r.l. for EUR 94 thousand (EUR 122 thousand in 2020) and Family care S.r.l. for EUR 128 thousand (EUR 297 thousand in 2020). These

charges relate mainly to services supplied in favour of the subsidiaries for administrative, management and staff supply tasks and charges for seconded staff. The receivable from Group companies amounted to EUR 69 thousand at 31 December 2021 (EUR 126 thousand at 31 December 2020) from HC S.r.l. for management and coordination activities carried out in 2021, and was the only open position as at 31 December 2021; as at 31 December 2020, the Company had receivables of EUR 15 thousand from Seltis Hub S.r.l. and EUR 27 thousand from Openjob Consulting S.r.l.

The item Employee costs from Other related parties includes costs equal to EUR 1,964 thousand in 2021 (EUR 1,361 thousand in 2020) for the Board of Directors; EUR 797 thousand in 2021 (EUR 591 thousand in 2020) for key management personnel and EUR 306 thousand in 2021 (EUR 298 thousand in 2020) for salaries paid to close family members of senior managers.

The item "Costs for services of Subsidiaries" includes the costs charged by the subsidiary Openjob Consulting S.r.l. for EUR 1,276 thousand (EUR 1,113 thousand in 2020) for the processing of temporary workers' pay slips and for training, by the subsidiary HC S.r.l. for EUR 11 thousand (EUR 33 thousand in 2020) and by the subsidiary Lyve S.r.l. for EUR 13 thousand (EUR 0 thousand in 2020), both charged for training projects carried out in 2021. The payable towards Subsidiaries as at 31 December 2021 amounts to EUR 0 thousand (EUR 0 as at 31 December 2020).

The item Financial income from subsidiaries equal to EUR 1,108 thousand (EUR 2,700 thousand in 2020) refers to the dividend paid by Openjob Consulting S.r.l. for EUR 1,100 thousand (EUR 2,100 thousand in 2020) and to interest income, equal to EUR 8 thousand, accrued on the loan granted to the subsidiary Quanta S.p.A. during 2021 and not yet collected as at 31 December 2021. On the other hand, the income from the dividend granted by Openjob Consulting S.r.l. was collected in full during the year.

Other receivables include Company receivables from Group companies for participation in the domestic tax consolidation scheme for the amount of EUR 225 thousand as at 31 December 2021 from Openjob Consulting S.r.l. (EUR 109 thousand as at 31 December 2020).

The item Other payables includes Company payables to Group companies for participation in the domestic tax consolidation scheme for EUR 20 thousand as at 31 December 2021 to HC S.r.l. (EUR 121 thousand as at 31 December 2020), for EUR 337 thousand as at 31 December 2021 to Family Care S.r.l. (EUR 317 thousand as at 31 December 2020), and EUR 28 thousand as at 31 December 2021 to Seltis Hub S.r.l. (EUR 5 thousand as at 31 December 2020).

The item Financial assets includes the financial receivable of the Company from the subsidiary Quanta S.p.A. for a loan granted during 2021 and not entirely reimbursed as at 31 December 2021 (EUR 0 thousand as at 31 December 2020).

For Equity investments, see Note 5 of this document.

In the course of normal business, the Group has provided contract worker supply services and has collaborated with related parties for immaterial amounts and under market conditions.

32. Remuneration of members of the Board of Directors, key management personnel and members of the Board of Statutory Auditors

The general conditions that regulate the transactions with key management personnel and their related parties were not more favourable than those applied, or that could reasonably be applied, in the case of similar transactions with non-key management personnel associated with the same bodies at normal market conditions.

The total remuneration of key management personnel, recorded in the item Personnel expense and costs for services, amounted to EUR 2,771 thousand, of which EUR 1,964 thousand to members of the Board of Directors and EUR 807 thousand to key management personnel (EUR 1,952 thousand in 2020, of which EUR 1,361 thousand to members of the Board of Directors and EUR 591 thousand to key management personnel). In addition to salaries, the Company also offers certain key management personnel benefits in kind according to the ordinary contractual practice for company managers. It should be noted that the Board of Directors has assigned to some Directors and key management personnel the option, i.e. the right to receive a sum of money corresponding to the increase in the value of Openjobmetis S.p.A. shares at the end of the threeyear vesting period, in May 2021, and subject to the occurrence of the conditions contained in the "Informational document relating to the incentive plan" based on the attribution of Phantom Stock Options available on the company website and to which explicit reference is made. On 15 May 2020, in order to deal with the impact of the Covid-19 emergency, all beneficiaries identified for the first tranche of the Phantom stock options plan formalised an unconditional and irrevocable waiver of the right to exercise options accrued, with a subsequent economic benefit for the company of approximately EUR 441 thousand. It should also be noted that the remuneration to certain Directors has been paid to their respective companies rather than to individual beneficiaries, according to an agreement between them and the companies in question, for a total of EUR 74 thousand (EUR 40 thousand in 2020).

For more information regarding fees of said managers, reference is made to the 2021 Remuneration Report published in the "Corporate Governance" section of the company website.

Remuneration to the Board of Statutory Auditors for 2021 amounted to EUR 88 thousand (EUR 88 thousand in 2020).

The total amount of transactions with said key management personnel and bodies over which they exercise control or significant influence is as follows:

Remuneration (in thousands of EUR) Remuneration Non-monetary Bonuses and Total
for offices held benefits other remuneration
incentives
Members of the Board of Directors 1,048 - 916* 1,964
Key Management Personnel 440 - 367* 807
Total 1,488 - 1,283 2,771
Remuneration (in thousands of EUR)
Board of Statutory Auditors 88 - - 88
Total 88 - - 88
Total remuneration of key management 1,576 - 1,283 2,859
personnel

*The amount includes a portion allocated in the year which will be paid out in 2023 subject to the achievement of specific results in relation to the acquisition of Quanta.

33. Atypical and/or unusual transactions

The separate consolidated financial statements as at 31 December 2021 do not show any income components or capital and financial items, either positive or negative, arising from atypical and/or unusual events and transactions, as defined in Consob communication no. DEM/606493 of 28 July 2006.

34. Subsequent events

As of 00.00 on 1 January 2022, pursuant to Article 2504-bis, paragraph 2, of the Italian Civil Code, the statutory, accounting and tax effects of the merger by incorporation of Quanta S.p.A. into Openjobmetis S.p.A. became effective. The transaction did not entail any increase in share capital as the entire share capital of the merged company Quanta S.p.A. was wholly owned by the merging company.

With regard to the outbreak of the Russia/Ukraine conflict, we are witnessing an increase in global economic uncertainty that could lead to greater volatility in the markets, an increase in inflation and higher interest rates. On the basis of the information available, it is not believed that, at least

in the short term, this will have a direct impact on the Group's business. The Group is monitoring the events and any impacts, currently unidentified, on its customers and how these might affect the Group.

The effects arising from these events have been considered as non-adjusting events, in accordance with IAS 10, as they occurred after the reporting date.

On 23 February 2022, Gabriella Porcelli - already a non-executive and independent Director of the Company, as well as a member of the Control, Risks and Sustainability Committee - notified her resignation from office due to unexpected professional commitments, with effect from the date on which the Shareholders' Meeting would be convened for the approval of the financial statements as at 31 December 2021, or from the effective date of appointment of a new director, if this does not coincide with the date of the Shareholders' Meeting.

Therefore, in compliance with current legislation, the Company initiated a process aimed at coopting a new director to replace the outgoing director, first of all taking into consideration - in compliance with Article 15.16 of the Articles of Association - any other candidate included in the list from which the outgoing director was drawn and elected.

Having acknowledged the unavailability to assume the position of Giulia Poli - the only useful candidate in the progressive order of List no. 2, submitted, at the Shareholders' Meeting of 30 April 2021, by several shareholders under the aegis of Assogestioni - the Company initiated discussions with the Committee of Managers of Assogestioni in order to identify a useful candidate for appointment by co-optation, at the end of which, Lucia Giancaspro was finally selected.

On 16 March 2022, following the favourable opinion of the Board of Statutory Auditors, the Board of Directors co-opted Lucia Giancaspro, pursuant to Article 2386 of the Italian Civil Code and Article 15.6 of the Articles of Association; the appointment was made in compliance with the provisions of law, regulations and the Articles of Association, also with regard to gender balance provisions.

At the same time, Lucia Giancaspro was appointed as member of the Control, Risks and Sustainability Committee, until the expiry of her term of office - which is envisaged, pursuant to Article 2386 of the Italian Civil Code, with the approval of the financial statements as at 31 December 2021.

It should be noted that, to the Company's knowledge, Lucia Giancaspro does not hold any equity investment in Openjobmetis S.p.A.

Lucia Giancaspro's curriculum vitae is available for consultation on the Company's website (www.openjobmetis.it).

35. Significant non-recurring events and transactions

In compliance with Consob communication no. DEM/6064293 of 28 July 2006, regarding events or transactions which are non-recurring or those transactions or events which do not occur frequently in the ordinary course of business, reference should be made to the comments made in Note 23, in relation to due diligence and consultancy services for EUR 839 thousand (about 2.7% of the costs for services), to Note 24, in relation to a loss realised with the sale of the property in Rodengo Saiano (BS) for EUR 240 thousand (about 29.9% of the other operating expenses).

36. Information required by Law no. 124/2017, Article 1, paragraphs 125-129

It should be noted that during the year the Company did not receive any public grants, subsidies, benefits, contributions or aid, in cash or in kind, which are not general in nature and are not a form of consideration, remuneration or compensation, in addition to what has already been published on the site:

https://www.rna.gov.it/RegistroNazionaleTrasparenza/faces/pages/TrasparenzaAiuto.jspx

37. Proposed allocation of profit for the year

The Board of Directors, taking into account the company's development projects, proposes to resolve as follows with respect to profit for 2021:

  • Allocation of a dividend to shareholders of EUR 0.31 per each entitled share (excluding treasury shares) up to a maximum of EUR 4,200,000.00
  • Allocation to other reserves for EUR 6,340,509.61
  • There was no allocation to the legal reserve, having reached one fifth of the share capital, as required by Article 2430 of the Italian Civil Code.

Milan, 16 March 2022

On behalf of the Board of Directors

The Chairman

Marco Vittorelli

(signed on the original)

STATEMENT ON THE SEPARATE FINANCIAL STATEMENTS IN ACCORDANCE WITH ARTICLE 154-BIS OF LEGISLATIVE DECREE 58/98 AS AMENDED AND SUPPLEMENTED

  1. We the undersigned Rosario Rasizza, Managing Director, and Alessandro Esposti, Manager in charge of financial reporting of Openjobmetis S.p.A., hereby certify, taking into account, inter alia, the provisions of Article 154-bis.3/4 of Legislative Decree no. 58 of 24 February 1998:

• the adequacy in relation to the characteristics of the company and

• the actual application of the administrative and accounting procedures for the preparation of the separate financial statements, during the year from 01/01/2021 to 31/12/2021.

  1. In this regard, it should be noted that the adequacy of the administrative and accounting procedures used to prepare the separate financial statements as at and for the year ended 31 December 2021 was assessed on the basis of the assessment of the system of internal controls and for the audit of the processes directly or indirectly connected with the preparation of the accounting and financial statement data.

  2. We confirm that:

I.The separate financial statements as at and for the year ended 31 December 2021:

  • correspond with the information contained in the accounting ledgers and records;
  • have been prepared in accordance with applicable international accounting standards recognised by the European Union pursuant to Regulation (EC) no. 1606/2002 of the European Parliament and of the Council of 19 July 2002 as well as the provisions issued in implementation of Legislative Decree no. 38/2005;
  • provide a true and fair view of the financial position, results of operations and cash flows of the issuer.
  • II.The Directors' Report of the separate and consolidated financial statements includes a reliable analysis of the operating performance and results, as well as the situation of the issuer, the events that have occurred during the year and their impact on the separate financial statements, together with the description of the main risks and uncertainties to which the issuer is exposed. The Director's Report also contains information on significant transactions with related parties. Pursuant to the provisions of Article 154-ter of Legislative Decree no. 58/98.

Milan, 16 March 2022

Managing Director Manager in charge of financial reporting

Rosario Rasizza (signed on the original) Alessandro Esposti (signed on the original)

KPMG S.p.A. Revisione e organizzazione contabile Via Vittor Pisani, 25 20124 MILANO MI Telefono +39 02 6763.1 Email [email protected] PEC [email protected]

(As disclosed by the Directors on the first page, the accompanying separate financial statements of Openjobmetis S.p.A. constitute a non-official version which is not compliant with the provisions of the Commission Delegated Regulation (EU) 2019/815. This independent auditor's report has been translated into the English language solely for the convenience of international readers. Accordingly, only the original text in Italian language is authoritative)

Independent auditors' report pursuant to article 14 of Legislative decree no. 39 of 27 January 2010 and article 10 of Regulation (EU) no. 537 of 16 April 2014

To the shareholders of Openjobmetis S.p.A.

Report on the audit of the separate financial statements

Opinion

We have audited the separate financial statements of Openjobmetis S.p.A. (the "Company"), which comprise the statement of financial position as at 31 December 2021, the statements of comprehensive income, changes in equity and cash flows for the year then ended and notes thereto, which include a summary of the significant accounting policies.

In our opinion, the separate financial statements give a true and fair view of the financial position of Openjobmetis S.p.A. as at 31 December 2021 and of its financial performance and cash flows for the year then ended in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (ISA Italia). Our responsibilities under those standards are further described in the "Auditors' responsibilities for the audit of the separate financial statements" section of our report. We are independent of Openjobmetis S.p.A. in accordance with the ethics and independence rules and standards applicable in Italy to audits of financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

KPMG S.p.A. è una società per azioni di diritto italiano e fa parte del network KPMG di entità indipendenti affiliate a KPMG International Limited, società di diritto inglese.

Ancona Bari Bergamo Bologna Bolzano Brescia Catania Como Firenze Genova Lecce Milano Napoli Novara Padova Palermo Parma Perugia Pescara Roma Torino Treviso Trieste Varese Verona

Società per azioni Capitale sociale Euro 10.415.500,00 i.v. Registro Imprese Milano Monza Brianza Lodi e Codice Fiscale N. 00709600159 R.E.A. Milano N. 512867 Partita IVA 00709600159 VAT number IT00709600159 Sede legale: Via Vittor Pisani, 25 20124 Milano MI ITALIA

Key audit matters

Key audit matters are those matters that, in our professional judgement, were of most significance in the audit of the separate financial statements of the current year. These matters were addressed in the context of our audit of the separate financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Measurement of goodwill

goodwill is a key audit matter.

Notes to the separate financial statements: 2 "Significant accounting policies" and 4 "Intangible assets and goodwill"

Key audit matter Audit procedures addressing the key
audit matter
The separate financial statements at
31 December 2021 include goodwill of
€71,736 thousand, unchanged from
31 December 2020, arising from non
recurring transactions and acquisitions
carried out. This goodwill at 31 December
2021 is allocated to the cash-generating unit
comprising the Company's and its
subsidiaries' operating assets and liabilities
excluding Family Care S.r.l. identified as a
separate cash-generating unit.
Our audit procedures, which also involved
our own specialists, included:

updating our understanding of the
process adopted to prepare the 2022 -
2026 business plan and the impairment
test, assessing the design and
implementation of relevant controls and
performing procedures to assess their
operating effectiveness;

checking any discrepancies between
previous years forecast and actual
The directors, assisted by an external
advisor, prepared an impairment test of
goodwill, approved by the board of directors
on 16 March 2022, in order to identify any
impairment losses compared to its
recoverable amount. The directors estimated
the recoverable amount based on its value in
use, calculated using the discounted cash
flow model by discounting the expected cash
flows set out in the 2022 - 2026 business
plan approved by the board of directors on
4 February 2022.
figures, in order to check the accuracy of
the estimation process;

analysing the reasonableness of the
expected cash flows and the key
assumptions used by the directors to
prepare the business plan used for
impairment testing. We also compared
the expected cash flows and key
assumptions to the cash-generating
unit's historical figures and external
information, where available;
Impairment testing entails a high level of
judgement, especially in relation to:

the expected cash flows, calculated by
taking into account the general
economic performance, that of the
Company's sector and the actual cash
flows generated by the cash-generating
unit in recent years;

the financial parameters to be used to
discount the above cash flows.

assessing the reasonableness of the
impairment testing model and related
assumptions, especially in relation to the
discount rate, based on the related
components, and comparing them to
external data and information;

checking any discrepancies between the
most recent financial information
prepared and the data included in the
business plan and understanding the
reasons therefor;
For the above reasons and considering the
materiality of the financial statements
caption, we believe that the measurement of

comparing the value in use arising from
the impairment test to the market
capitalisation;

Key audit matter Audit procedures addressing the key
audit matter

checking the sensitivity analysis
presented in the notes in relation to the
main assumptions used for impairment
testing;

assessing the appropriateness of the
disclosures provided in the notes about
the measurement of goodwill.

Measurement of trade receivables

Notes to the separate financial statements: 2 "Significant accounting policies", 9 "Trade receivables" and 29 (a) "Financial instruments – credit risk"

Key audit matter Audit procedures addressing the key
audit matter
The separate financial statements at
31 December 2021 include trade receivables
of €120,223 thousand, net of the loss
allowance of €6,096 thousand.
In Italy, the Company has a large number of
customers operating in various sectors,
especially small to medium sized companies.
Accordingly, any worsening in the general
market conditions or a negative performance
of the credit market could have an adverse
impact on the Company's transactions with
these customers, affecting its ability to collect
its trade receivables and affecting its working
capital management. Considering the nature
of existing trade receivables, the Company
estimated the impairment losses on trade
receivables based on a specific assessment
of the exposures individually significant or
under dispute. It also performed a collective
assessment by groups of homogeneous
exposures.
The loss allowance is based on the lifetime
expected credit losses, estimated
considering many factors, including:

trade receivables' aging;
Our audit procedures included:

updating our understanding of the
process adopted to monitor and manage
credit risk;

assessing the design and
implementation of relevant controls and
performing procedures to assess their
operating effectiveness, including the
Company's checks of its customers'
solvency and assignment of a credit
rating to them, the regular monitoring of
past due exposures and of the
implementation of the related recovery
measures;

assessing the reasonableness of the
trade receivable measurement model
adopted by the Company, in relation to
the collective and individual
assessments, through discussions with
the relevant internal departments and
considering the Company's past
experience and expectations about the
market conditions over the entire
expected lives of the receivables and our
knowledge of its sector;

customer's solvency;

historical figures adjusted if necessary
by scalar factors to reflect the expected
market conditions over the entire
expected lives of the receivables.
Accordingly, calculating the loss allowance
requires a high level of judgement.
For the above reasons and considering the
materiality of the financial statements

sample-based analysis of collections
from customers after the reporting date
relating to trade receivables existing at
the reporting date;
on a sample basis and with reference to

the main past due exposures, discussing
the recoverability prospects with the
relevant internal departments and
checking their consistency, by assessing
the reasonableness of estimates based
on our understanding of the Company's

Key audit matter Audit procedures addressing the key
audit matter
caption, we believe that the measurement of
trade receivables is a key audit matter.
business, its past experience, the
reference environment and publicly
available information about its
customers' financial position and
performance;

sending written requests for information
to the legal advisors assisting the
Company with credit recovery and
checking the individual assessments
made by the Company for consistency
with the information obtained;

assessing the appropriateness of the
disclosures provided in the notes about
the measurement of trade receivables.

Responsibilities of the Company's directors and board of statutory auditors ("Collegio Sindacale") for the separate financial statements

The directors are responsible for the preparation of separate financial statements that give a true and fair view in accordance with the International Financial Reporting Standards endorsed by the European Union and the Italian regulations implementing article 9 of Legislative decree no. 38/05 and, within the terms established by the Italian law, for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

The directors are responsible for assessing the Company's ability to continue as a going concern and for the appropriate use of the going concern basis in the preparation of the separate financial statements and for the adequacy of the related disclosures. The use of this basis of accounting is appropriate unless the directors believe that the conditions for liquidating the Company or ceasing operations exist, or have no realistic alternative but to do so.

The Collegio Sindacale is responsible for overseeing, within the terms established by the Italian law, the Company's financial reporting process.

Auditors' responsibilities for the audit of the separate financial statements

Our objectives are to obtain reasonable assurance about whether the separate financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISA Italia will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these separate financial statements.

As part of an audit in accordance with ISA Italia, we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • identify and assess the risks of material misstatement of the separate financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control;
  • obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control;
  • evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors;
  • conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the separate financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern;
  • evaluate the overall presentation, structure and content of the separate financial statements, including the disclosures, and whether the separate financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance, identified at the appropriate level required by ISA Italia, regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with the ethics and independence rules and standards applicable in Italy and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the separate financial statements of the current year and are, therefore, the key audit matters. We describe these matters in our auditors' report.

Other information required by article 10 of Regulation (EU) no. 537/14

On 12 October 2015, the shareholders of Openjobmetis S.p.A. appointed us to perform the statutory audit of its separate and consolidated financial statements as at and for the years ending from 31 December 2015 to 31 December 2023.

We declare that we did not provide the prohibited non-audit services referred to in article 5.1 of Regulation (EU) no. 537/14 and that we remained independent of the Company in conducting the statutory audit.

We confirm that the opinion on the separate financial statements expressed herein is consistent with the additional report to the Collegio Sindacale, in its capacity as audit committee, prepared in accordance with article 11 of the Regulation mentioned above.

Report on other legal and regulatory requirements

Opinion on the compliance with the provisions of Commission Delegated Regulation (EU) 2019/815

The directors of Openjobmetis S.p.A. are responsible for the application of the provisions of Commission Delegated Regulation (EU) 2019/815 with regard to regulatory technical standards on the specification of a single electronic reporting format (ESEF) to the separate financial statements to be included in the annual financial report.

We have performed the procedures required by Standard on Auditing (SA Italia) 700B in order to express an opinion on the compliance of the separate financial statements with the Commission Delegated Regulation (EU) 2019/815.

In our opinion, the separate financial statements have been prepared in the XHTML format in compliance with the provisions of Commission Delegated Regulation (EU) 2019/815.

Opinion pursuant to article 14.2.e) of Legislative decree no. 39/10 and article 123-bis.4 of Legislative decree no. 58/98

The directors of Openjobmetis S.p.A. are responsible for the preparation of the Company's directors' report and the report on corporate governance and ownership structure at 31 December 2021 and for the consistency of such reports with the related separate financial statements and their compliance with the applicable law.

We have performed the procedures required by Standard on Auditing (SA Italia) 720B in order to express an opinion on the consistency of the directors' report and the specific information presented in the report on corporate governance and ownership structure indicated by article 123-bis.4 of Legislative decree no. 58/98 with the Company's separate financial statements at 31 December 2021 and their compliance with the applicable law and to state whether we have identified material misstatements.

In our opinion, the directors' report and the specific information presented in the report on corporate governance and ownership structure referred to above are consistent with the Company's separate financial statements at 31 December 2021 and have been prepared in compliance with the applicable law.

With reference to the above statement required by article 14.2.e) of Legislative decree no. 39/10, based on our knowledge and understanding of the entity and its environment obtained through our audit, we have nothing to report.

Milan, 24 March 2022

KPMG S.p.A.

(signed on the original)

Luisa Polignano Director of Audit

Report of the Board of Statutory Auditors pursuant to Art. 153 of Italian Legislative Decree 58/1998 and Art. 2429, paragraph 3, of the Italian Civil Code to the General Shareholders' Meeting of Openjobmetis S.p.A. of 19 April 2022

Dear Shareholders,

The Board of Statutory Auditors, pursuant to Art. 153 of Italian Legislative Decree 58/1998 (TUF, "Consolidated Law on Finance") and Art. 2429, paragraph 3, of the Italian Civil Code, is required to report to the Shareholders' Meeting, called to approve the financial statements, on the monitoring activity carried out, as well as on any omissions or censurable events recorded.

In particular, the Board of Statutory Auditors reports on the monitoring activity it is required to perform in relation to the obligations set forth in the applicable legislation and taking into account the 'Rules of conduct for Boards of Statutory Auditors of listed companies – 2018 version' and according to the methods laid down in Consob Communication No. DEM/1025564 of 06/04/2001 and subsequent updates.

* * *

Appointment of the Board of Statutory Auditors

The Board of Statutory Auditors, in office on the date of this report, was appointed by the General Shareholders' Meeting of 30 April 2021 for the three-year period 2021-2022-2023, in compliance with the allocation criterion set out in Art. 148, paragraph 1-bis of the Consolidated Law on Finance (TUF), and is composed of Chiara Segala (Chairperson), Manuela Paola Pagliarello and Roberto Tribuno (Standing Auditors). Alternate statutory auditors Marco Sironi and Alvise Deganello were appointed. Please note that the Board of Statutory Auditors thus composed has also been appointed in the subsidiaries Quanta S.p.A. and Quanta Risorse Umane S.p.A., as from the date of acquisition on 26.05.2021.

Significant events in the year

During the year, the Board of Statutory Auditors monitored observance of the law and of the Articles of Association and compliance with the principles of proper administration and has no observations to make in this regard.

The Board of Statutory Auditors received, from the Managing Director, the executive directors and the boards of directors of the subsidiaries, during meetings of the Board of Directors in which the Board of Statutory Auditors participates, adequate and timely information on the activiti es carried out, on the general operating performance and on the business outlook, as well as on the transactions of greatest economic, financial and equity importance carried out by the Company and its subsidiaries, in compliance with the frequency established by law. For a description of the most important transactions, please refer to the Board of Directors' Report on Operations, 'Main significant events in 2021' section and 'Main significant subsequent events' section which, as far as the Board of Statutory Auditors is aware, comprehensively summarise the most important events that concerned the Openjobmetis Group in 2021 and early 2022. It is worth mentioning the acquisition of Quanta S.p.A. and the subsidiary Quanta Risorse Umane S.p.A. on 26 May 2021, which provided an increase in the group's turnover during 2021 of EUR 65,737,000.

The Board of Statutory Auditors acknowledges that the transactions of which it acquired knowledge conformed to the law and to the Articles of Association, were not manifestly imprudent or hazardous, did not involve a conflict of interests, and were in keeping with the resolutions adopted by the Shareholders' Meeting and, in any case, were not such as to compromise the integrity of company assets.

Atypical or unusual transactions, including intercompany transactions or transactions with related parties

Atypical and/or unusual transactions, according to Communication No. DEM/6064293 of 28 July 2006, mean transactions that, owing to their significance/relevance, nature of the counterparties, object of the transaction, methods of determination of transfer pricing and timing of the event (proximity to the close

of the year), may raise doubts as regards the accuracy/completeness of the information contained in the financial statements, conflicts of interests, the safeguarding of the company's assets or the protection of minority interests.

During 2021, as far as this Board is aware, ordinary intercompany transactions were entered into in relation to general management activities, accounting and administrative assistance, management control, HR management, sales management, credit collection, EDP and data processing services, call centre, purchases made by the Parent Company from other Group companies, staff secondments, staff leasing, payslip processing services and subsequent obligations, personnel selection and staff training. Among the companies of the Openjobmetis S.p.A. Group, agreements were signed concerning the exercise of the option for the tax consolidation scheme. For full details, please refer to the section on 'Transactions with subsidiaries and related parties' in the Report on Operations and the 'Related Parties' notes to the Annual and Consolidated Financial Statements, also with regard to the characteristics of the transactions and their economic effects.

Pursuant to Art. 2391-bis of the Italian Civil Code and the Regulation on transactions with related parties approved by means of Consob Resolution 17221 of 12 March 2010 and subsequent amendments, the Board of Directors adopted a "Related party transaction policy and procedure" (most recently updated on 29 June 2021); the functions of the "Related Party Transactions Committee" in existence until 30 April 2021 were transferred to the current "Control, Risks and Sustainability Committee" set up on 30 April 2021, the date on which the current Board of Directors took office, which, composed exclusively of independent directors, prepares, receives and examines a quarterly disclosure on the execution of transactions with related parties and promptly reports on them during the meetings of the Board of Directors.

It is acknowledged that the Board of Statutory Auditors verified the compliance of the 'Related party transaction policy and procedure', adopted by the Board of Directors in 2021, with the provisions of law and regulations, the adequacy of the procedures adopted for identifying related parties and ensuring that the transactions entered into with related parties were carried out in respect of the criteria of transparency and procedural and substantive correctness.

As part of the monitoring activities carried out, based on the information identified and received and, as far as this Board of Statutory Auditors is aware, no atypical or unusual transactions carried out with third parties, with Group Companies or with other related parties came to light. No critical issues emerged regarding adequacy, appropriateness and conformity with the company's interests. The information contained in the Report on Operations is adequate with regard to intragroup and related party transactions.

Relations with the Auditing Firm

Observations and proposals regarding the findings and information requests contained in the report of the auditing firm; certification of compliance of the Non-Financial Statement; indication of any assignment of additional engagements to the auditing firm and the relevant costs; observations on any significant aspects that emerged during the meetings held with the auditors; independence of the auditing firm.

The Board of Statutory Auditors, also as the Internal Control and Audit Committee, in accordance with the provisions of Art. 19 of Italian Legislative Decree No. 39/2010, carried out the prescribed monitoring activity.

On 24 March 2022, the appointed Auditing Firm, KPMG S.p.A., tasked with auditing the annual and consolidated financial statements of the Company for the 2015-2023 period, issued, in accordance with Art. 14 of Italian Legislative Decree No. 39/2010 and Art. 10 of (EU) Regulation 537/2014, its Report in which it expressed, outlining the key aspects of the legal audit of the financial statements, for the annual financial statements and the consolidated financial statements:

  • a) a judgement without findings and information requests, showing that they conform to the regulations that govern their drafting and give a true and fair view of the financial and equity position, of the economic result and of the cash flows of the Openjobmetis S.p.A. Group as at 31 December 2021;
  • b) a judgement on the consistency with respect to the Report on Operations and certain specific information contained in the Report on Corporate Governance and Ownership Structures with the Consolidated Financial Statements of the Openjobmetis S.p.A. Group;
  • c) a judgement on compliance with applicable laws with respect to the drafting of the Report on Operations and certain specific information contained in the Report on Corporate Governance and Ownership Structures;

d) a judgement on compliance of the separate and consolidated financial statements included in the annual financial report with the provisions of Delegated Regulation (EU) 2019/815.

On 22 March 2022, the Independent Auditors also discussed with the Board of Statutory Auditors, as the Internal Control and Audit Committee, the Additional report set forth in Art. 11 of (EU) Regulation No. 537/2014 in which it certifies that no significant deviations were identified in the internal control system in relation to financial disclosure and in the Company's accounting system. In addition, no audit differences were identified to be brought to the attention of the Internal Control and Audit Committee. The Additional Report pursuant to Article 11 of Regulation (EU) 537/2014 was issued on 24 March 2022.

The Board of Statutory Auditors, in turn, sends this report to the Board of Directors according to the provisions of Art. 19 of Italian Legislative Decree 39/2010.

The Board of Statutory Auditors periodically met with the Auditing Firm (KPMG S.p.A.), for the purposes of monitoring the process for drawing up the financial disclosure, the legal audit of the annual financial statements and the consolidated financial statements, and to guarantee the prompt exchange of the relevant data and information for the fulfilment of the respective duties. During these meetings, the Board of Statutory Auditors was informed about the key and significant aspects that emerged during the audit and no censurable events or irregularities came to light such as to require reporting pursuant to Art. 155, paragraph 2, of the TUF, nor any aspects that need to be mentioned in this report.

On 24 March 2022, the Auditing Firm issued, as required by Art. 3, paragraph 10, of Italian Legislative Decree No. 254/2016 and Art. 5 of Consob Regulation implementing Italian Legislative Decree 254/2016, the certification of conformity of the information contained in the Consolidated Non-Financial Statement which was approved by the Board of Directors on 16 March 2022 as a separate document from the Report on Operations, accompanying the 2021 Annual Financial Report. The Auditing Firm specifies that the above certification does not extend to the information contained in 'The European Taxonomy' section.

The Auditing Firm declared the fulfilment of the independence requirement, as required by Art. 19 of Italian Legislative Decree 39/2010 and Art. 6 of (EU) Regulation No. 537/2014; the Board of Statutory Auditors also acknowledged the 2021 Transparency Report prepared by KPMG S.p.A., published on its website pursuant to Art. 18 of Italian Legislative Decree 39/2010; it held regular discussions on this issue with the Auditing Firm and, as a result of these discussions, believes that no situations come to light which may compromise its independence.

During 2021, the Board of Statutory Auditors, in its continuous monitoring activities regarding the possible assignment to the auditing firm of services other than those pursuant to Art. 5, paragraph 1, of (EU) Regulation 537/2014, carried out the checks provided for in Art. 4, paragraph 2, of (EU) Regulation 537/2014, acknowledging that the company complies with the provisions of Art. 4, paragraph 2, of (EU) Regulation 537/2014.

During the financial year ended 31 December 2021, KPMG S.p.A. carried out the following services for the Company and for the Group companies for a total amount of EUR 657,000, broken down as follows:

  • a) legal audit of Openjobmetis S.p.A.: EUR 164,000.00;
  • b) legal audit of subsidiaries: EUR 247,000.00, of which EUR 182,000.00 for Quanta S.p.A. acquired in May 2021;
  • c) activities regarding the Consolidated Non-Financial Statement pursuant to Italian Legislative Decree 254/2016: EUR 15,000.00;
  • d) activities for the Forma.Temp statement: EUR 4,000.00;
  • e) activities for the Forma.Temp statement of the subsidiary Quanta S.p.A.: EUR 4,000.00;
  • f) due diligence: EUR 208,000.00;
  • g) activities relating to the synergy verification in Quanta transaction first phase, EUR 15,000.00.

Please note that the Board of Statutory Auditors, following a specific and in-depth assessment, in compliance with the provisions of EU Regulation 537/2014, gave a favourable opinion on the above due diligence assignment.

During the periodic meetings, the Board of Statutory Auditors also discussed with the Auditing Firm the issues which, according to ESMA, must be the subject of specific focus by the issuing companies and the Supervisory Authorities of the individual countries, in particular the potential impact of the COVID-19 pandemic. The Board also monitored, in discussion with the Auditing Firm, the new features on ESEF Financial Statements during several meetings, identifying the obligations of the company for 2021 and the

process implemented for the publication of the Annual Financial Report in ESEF format and the financial statements bearing the iXBRL language according to the ESEF taxonomy.

Any presentation of statements pursuant to Art. 2408 of the Italian Civil Code and complaints; initiatives undertaken and associated outcomes

During the year and up until today's date, no statements were received by the Board of Statutory Auditors pursuant to Art. 2408 of the Italian Civil Code, nor any complaints.

Opinions issued by the Board of Statutory Auditors

During 2021, the Board of Statutory Auditors, following examination, expressed, in particular:

  • a favourable opinion on the determination of the remuneration of the directors vested with special offices and/or executive roles pursuant to Art. 2389, paragraph 3, verifying that the proposals were in line with the remuneration policy;
  • a favourable opinion on the approval of the 2021 Audit Plan pursuant to Art. 6, Recommendation 33, letter c), of the Corporate Governance Code;
  • a favourable opinion on the correct use of the accounting standards and their homogeneity for the purposes of the drafting of the 2020 consolidated financial statements pursuant to Art. 6, Recommendation 35, letter a) of the Corporate Governance Code;
  • a favourable opinion on the proposal to confirm the appointment of Alessandro Esposti as Manager in charge of preparing financial reports of the company, pursuant to Art. 154-bis, paragraph 1 of the TUF;
  • a favourable opinion pursuant to Art. 19, paragraph 1, letter e), of Italian Legislative Decree 39/2010 concerning the assignment to the independent auditors of tasks other than those provided for in Art. 5 of (EU) Regulation 537/2014.

In 2022 and up until today's date, the Board of Statutory Auditors issued the following opinions, in particular:

  • a favourable opinion on the approval of the 2022 Audit Plan pursuant to Art. 6, Recommendation 33, letter c), of the Corporate Governance Code;
  • a favourable opinion on the correct use of the accounting standards and their homogeneity for the purposes of the drafting of the 2021 consolidated financial statements pursuant to Art. 6, Recommendation 35, of the Corporate Governance Code;
  • a favourable opinion on the proposed determination of the remuneration of the directors vested with special offices and/or executive roles pursuant to Art. 2389, paragraph 3;
  • a favourable opinion on the co-option of the Director Lucia Giancaspro on 16.03.2022 pursuant to Art. 2386, paragraph 1 of the Italian Civil Code.

Frequency and number of meetings of the Board of Directors and the Board of Statutory Auditors

In 2021, the Board of Statutory Auditors' supervisory activities were carried out over the course of the 24 meetings of the Board of Statutory Auditors, taking part in the 13 meetings of the Board of Directors, as well as through the participation of the Board of Statutory Auditors, jointly or through its Chairperson, in the 4 meetings of the Control and Risk Committee, in the 5 meetings of the Control, Risks and Sustainability Committee, in the 11 meetings of the Remuneration Committee, in the 2 meetings of the Related Party Committee, in the 3 meetings of the ESG Committee and in the General Shareholders' Meeting of 30 April 2021. The Board of Statutory Auditors also participated in the induction session organised by the company in 2021.

The Board of Statutory Auditors met 11 times in 2022 up until the date of drafting of this Report. In March 2022, the Board of Statutory Auditors in office carried out the annual self-assessment procedure to verify that its members continued to meet the requirements of independence, experience, competence and integrity, including an evaluation of additional qualitative, quantitative and functioning profiles, as required by the reference legislation. The Board of Statutory Auditors has acknowledged in its selfassessment activity that, with respect to the independence requirements set out in Recommendation 7), letter e), of the Corporate Governance Code, it has assessed that the definition 'if he/she has been a director of the company for more than nine financial years, even if not consecutive, out of twelve' is to be understood from the date of commencement of listing, which in this case was in December 2015. The checks conducted did not highlight any corrective measures to be implemented.

Observations on respect for the principles of proper administration

In exercising its functions, the Board of Statutory Auditors, as required by Art. 2403 of the Italian Civil Code and Art. 149 of the Consolidated Law on Finance, monitored observance of the law and of the Articles of Association and respect for the principles of proper administration.

The Board of Statutory Auditors, also through constant participation in the meetings of the Board of Directors and the meetings of the internal Board committees, monitored the diligent conduct of the directors, the aspects of substantive legitimacy of the management decisions made and the correctness of the decision-making procedure, verifying that the management decisions were based on the principle of correct information and reasonableness and that they were consistent and compatible with the available resources and the risk assumed in the company's interest.

As far as it is aware, the Board of Statutory Auditors believes that no transactions were carried out which were unrelated to the corporate purpose, manifestly imprudent, hazardous or demonstrably suited to prejudicing the integrity of company assets.

Observations of the adequacy of the organisational structure

The Board of Statutory Auditors acquired knowledge of the organisational structure, constantly gathering information during its mandate, verifying the system of delegations, powers, procedures and company organisational charts, and periodically meeting the managers of the various functions, receiving constant information flows from the Managing Director and from the managers of the identified functions.

The Board of Statutory Auditors, in relation to the dimensions of the company, the corporate purpose and the characteristics of the company, believes that the company's organisational structure is adequate for the issues under its responsibility.

Adequacy of the Internal Control System

The Board of Statutory Auditors monitored the adequacy and functioning of the internal control system:

  • by acquiring the reports and judgements issued by the Managing Director in charge of the internal control and risk management system;
  • by acquiring the reports and judgements issued by the Control, Risks and Sustainability Committee and participating in the meetings of the Control, Risks and Sustainability Committee;
  • by acquiring the reports prepared and the audits conducted by the Internal Audit department, as well as the Audit Plan proposed; by meeting periodically with the head of the department and obtaining reassurance from said individual regarding the adequacy of the resources assigned for the performance of his/her activities with respect to the 2021 and 2022 Audit Plan; by acquiring information on the improvements and remediation of any non-conformities/anomalies identified during the audit, also verifying the timeframe for their implementation and remediation;
  • by acquiring and receiving information regarding the identification of the risks evaluated for the company and the associated update;
  • by acquiring the reports and judgements issued by the Auditing Firm; by periodically meeting the Auditing Firm;
  • by verifying that the company is equipped with a constantly updated Organisation, Management and Control Model pursuant to Legislative Decree 231/2001; by acquiring reports and periodically meeting the Supervisory Body;
  • by evaluating the promptness of the flows from the entities involved in the internal control and risk management system, in the case of anomalies and/or extraordinary events;
  • by evaluating the promptness in the request for an additional non-planned audit in the event anomalies are identified by the Director in charge of the internal control and risk management system;
  • by acknowledging the positive judgement of the Board of Directors in relation to the adequacy and effective functioning of the Internal Control and Risk Management System for 2021.

The Board of Statutory Auditors considers the internal control and risk management system to be essentially adequate, and hopes that it will continue to be strengthened, also in the light of the recent acquisition.

Adequacy of the administrative-accounting system and its reliability in correctly representing operating

events

The Board of Statutory Auditors monitored the adequacy of the administrative-accounting system and its reliability in correctly representing operating events, as well as the financial disclosure process, through:

  • the acquisition of information from the Manager charged with preparing the company's financial reports;
  • the acknowledgement of the certifications issued by the Managing Director and the Manager charged with preparing the company's financial reports pursuant to Art. 154-bis of Italian Legislative Decree 58/98;
  • verifying compliance with the appropriate administrative and accounting procedures prepared by the Manager charged with preparing the company's financial reports;
  • verifying observance of the accounting standards applied in preparing the annual financial statements and the consolidated financial statements;
  • the acquisition of the periodic Reports of the head of the Internal Audit department and the results of the tests for the purposes of Italian Law 262/05;
  • the substantial and formal verification of the Impairment Test process;
  • the acquisition of the reports and constant exchange of information during the periodic meetings with the Auditing Firm;
  • the obtainment of corporate documents and of the procedures implemented.

In the opinion of the Board of Statutory Auditors, there are no elements that lead it to believe that the administrative-accounting system is not adequate or that it is not reliable in correctly representing operating events, and no deficiencies or facts came to light that need to be reported to the General Shareholders' Meeting.

Observations on the adequacy of the provisions handed down by the company to the subsidiaries pursuant to Art. 114, paragraph 2, of Italian Legislative Decree 58/1998

The Board of Statutory Auditors considers as adequate the system of provisions targeted at the subsidiaries pursuant to Art. 114, paragraph 2, of the TUF, to enable the company to fulfil the public disclosure obligations set forth by law.

Company's adherence to the Corporate Governance Code

The company has adhered to the Corporate Governance Code.

For the purposes of the requirements of said Code, the Board of Statutory Auditors, among other activities:

  • received and examined the Report on Corporate Governance and Ownership Structures, in which it adequately details the Company's compliance with the Code; in the Report on Corporate Governance and Ownership Structures, the company, in the event in which it does not adhere to the recommendations of the Code, explains the reasons for any non-compliance as requested;
  • was able to verify that the Board of Directors, in evaluating the independence of its non-executive members, correctly applied the criteria identified in the Code and the principle of the prevalence of substance over form indicated therein, having applied, to this end, a transparent assessment procedure, the characteristics of which are described in the aforementioned Report on Corporate Governance and Ownership Structures for 2021.

Additional activities carried out by the Board of Statutory Auditors

The Board of Statutory Auditors evaluated the separate financial statements and the consolidated financial statements, verifying the promptness and correctness of the drafting of the documents that make up the financial statements as well as the procedure used to prepare said documents, including with reference to the ESEF format.

The Board of Statutory Auditors verified the reliability of the contents of the Report on Operations prepared by the Board of Directors. In the Report, it is acknowledged that the main risks and uncertainties are summarised, and details are provided on the business outlook of the Company and of the Group.

The Board of Statutory Auditors, as required by Italian Legislative Decree 254/2016 and Consob Regulation 20267/2018, monitored the observance of the provisions established in Art. 3, paragraph 1, of Italian Legislative Decree 254/2016 concerning the Consolidated Non-Financial Statement, and has no

observations to make in this regard.

The Board of Statutory Auditors verified that the Report on Corporate Governance and Ownership Structures contains the information required by Art. 123-bis of the TUF and the considerations reached by the Board of Directors regarding the recommendations formulated in the letter of 3 December 2021 by the Chairperson of the Corporate Governance Committee.

The Board of Statutory Auditors verified the contents of the Remuneration Report pursuant to Art. 123-ter of the TUF and 84-quater of the Issuers' Regulation and the Remuneration Policy for 2022.

The Board of Statutory Auditors monitored the activities and procedures put in place following the Covid-19 pandemic outbreak, including the procedures intended to ensure the correct management of information flows, regularly monitoring that put in place by the company with regard to the potential economic and financial impacts and ESMA recommendations.

Closing evaluations regarding the monitoring activities carried out as well as regarding any omissions, censurable events or irregularities identified during said monitoring activities

During the monitoring activity described above, no censurable events, omissions and irregularities were identified that need to be highlighted in this report.

Indication of any proposals to be presented to the General Shareholders' Meeting pursuant to Art. 153, paragraph 2, of Italian Legislative Decree 58/98

The Board of Statutory Auditors does not believe that elements exist such as to require the exercising of the right to formulate proposals to the General Shareholders' Meeting pursuant to Art. 153, paragraph 2, of the TUF.

* * *

Taking account of the information outlined above and for matters within its competence, the Board of Statutory Auditors, based on the monitoring activities performed, and the information resulting from the certifications issued jointly by the Managing Director and the Manager charged with preparing the company's financial reports, the report prepared by the Auditing Firm and the relevant judgement on the financial statements, has no objections to the approval of the financial statements for the year ended as at 31 December 2021, in compliance with the proposal by the Board of Directors and regarding the proposals formulated to the General Shareholders' Meeting by the Board of Directors for the allocation of profit for 2021 and the disbursement of a dividend.

Milan, 24.03.2022

The Board of Statutory Auditors

Chiara Segala

Manuela Paola Pagliarello

Roberto Tribuno

OPENJOBMETIS S.P.A. Employment Agency Auth. Prot. No. 1111-SG dated 26/11/2004

Registered Office Via Bernardino Telesio, 18 - 20145 Milan

Headquarters and Offices Via Marsala, 40/C - Centro Direzionale Le Torri - 21013 Gallarate (VA)

Legal Information Approved and subscribed share capital: EUR 13,712,000 Tax ID / VAT No./Reg. No. in the Register of Companies of Milan-MB-Lodi 13343690155

Webpage

www.openjobmetis.it

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