Sword Group — M&A Activity 2015

Nov 30, 2015

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Sword Group

Merger of Sword Services activities in the UK with the AAA Ltd.

Windhof - November 30 2015,

Sword is pleased to announce the merger of its Services activities in the UK with AAA Ltd, a Company specialising in managed services, outsourced projects, supply of contractors and recruitment. The cost of this transaction remains confidential for the moment but we can confirm that it will be accretive to the value of Sword Group SE.

The combination of these two companies will allow:

• Sword to achieve critical mass in the UK IT Services market,
• AAA to further develop its activities in higher added value areas,
• The two organisations to further develop their activities and gain access to new geographical and vertical markets without incurring additional fixed costs, thus increasing their operating margins.

Sword will retain half of the share capital of the new organisation and will consolidate the results of the new business, as of 01/12/2015.

John Innes will be responsible for managing this new organisation.

John Innes was formerly the COO of Sword's UK operations from April 2005 to April 2009.

Following the disposal of Pragma and Real Time Business Solutions, at that time both Sword's subsidiaries, to Growth Capital Partners in FY2009, John Innes left the group and became CEO of AMOR Group, the organisation which was created as a result of this leveraged management buy-out. John remained CEO of AMOR Group until its disposal to Lockheed Martin in September 2013.

John will be assisted by Dave Bruce, his COO whilst at AMOR Group, Sword are delighted to renew their collaboration with John and Dave who have a great track record.

Key figures

The current revenue trends of the Services activities in the UK are:

• £5 million for the Sword activities, most of which is from the remainder of Charteris following the sale of one of its business units on 1 August 2015,
• £8 million for AAA business.

Applying the exchange rate as of the 2nd November, Group's revenue on a full-year basis will increase by €11.3 million.

In 2015, Sword will have sold €4.2m revenue and acquired €11.3 million.

This represents a net increase in pro forma revenue from M&A operations of €7.1 million.

About Sword Group

Sword Group is an international Consulting, Service and Software Company driving global leaders in their digital & technology transformation.

Created in November 2000, the group has a current headcount of 1,400+ staff (30/11/2015) operating in more than 50 countries. Sword generates €117.1m in consolidated revenue in 2014.

Sword offers its customers comprehensive and integrated responses, on both the strategic approach and the execution.

In order to meet the strategic challenges of its clients, the adaptation demands of their information systems and the evolution needs of their business processes, Sword is organised around specialised competence centres. The group guarantees to customers the provision of proximity services, high-added value know-how, high production capacity and optimised economic approaches.

The 5 main areas of activity of the Group:

• Sword Consulting advises CXOs in their strategy and through accomplishment
• Sword Services enables new technologies within complex Business & IT landscapes
• Sword Digital accelerates companies' internal & external digitalization programs
• Sword Performance enables customers to manage IT Performance
• Sword Software provides global solutions in asset finance and GRC

More information www.sword-group.com.

Sword Group

Consolidation of AAA in Sword Group perimeter as of 01/12/2015

AAA 2015 Revenue Trend: £8 M

Net Increase of the Group 2015 pro forma Revenue: +€7.1 M

Investor Relations

e investorrelations@sword-group.lu

Sword Group

1,400+ staff (30/11/2015)

Euronext Paris - Compartment B

ISIN Code: FR0004180578

ICB: 9530 Software & Computer Services

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The press release will be published on the web sites here after: Thomson Reuters and Sword Group. It was also sent to the "Commission de Surveillance du Secteur Financier (CSSF)" and saved on the Luxembourg Stock Exchange's website.