REGISTRATION DOCUMENT 2015

Transcription

1 REGISTRATION DOCUMENT 2015 Smart city e-fficient buildings Energies Industry services

2 TABLE OF CONTENTS (1) 1. PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT Person responsible for the Registration Document Statement of the person responsible for the Registration Document AUDITORS Statutory Auditors Substitute Statutory Auditors SELECTED FINANCIAL INFORMATION RISK FACTORS Risks relating to the Group s industries Risks relating to the Group s activities Risks relating to the Company Market risks Legal risks Insurance and risk management INFORMATION ABOUT THE GROUP History and development Acquisitions and investments OVERVIEW OF GROUP ACTIVITIES General presentation Strengths and competitive advantages of the Group Strategy Market overview and competitive position Description of the Group s principal activities Dependence factors Legislative and regulatory environment ORGANISATIONAL CHART Legal organisation chart of the Group Subsidiaries and equity interests PROPERTY, PLANT AND EQUIPMENT Significant existing or planned tangible assets Environmental factors that could influence the use of the Group s property, plant and equipment REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation Analysis of income for financial years ended December 31, 2015 and December 31, LIQUIDITY AND SHARE CAPITAL Overview Financial resources and financial liabilities Presentation and analysis of the main categories of use of the Group s cash Consolidated cash flow Goodwill Contractual obligations and off-balance sheet commitments RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES TRENDS AND OUTLOOK Trends Medium term outlook PROFIT FORECASTS Objectives of the Group for the financial year ended December 31, ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Declarations concerning the administrative bodies Conflicts of interest COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Amount of the provisions made or recorded by the Company or by its subsidiaries for the payment of pensions, retirement plans or other benefits OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Terms of the members of the Company s administrative and management bodies Information regarding employment contracts relating members of the Board of Directors to the Company or to one of its subsidiaries The Board of Directors Committees Statement related to the corporate governance of the Company Internal control EMPLOYEES Presentation Equity interests and stock options held by members of the Board of Directors and management Profit-sharing agreements and incentive schemes Employee shareholding Post-employment benefits PRINCIPAL SHAREHOLDERS Shareholders Declaration concerning control of the Company Agreements that could result in a change of control Clayton, Dubilier and Rice undertakings towards the French Government Items that may impact a public offering RELATED-PARTY TRANSACTIONS Principal related-party transactions Special reports of the Auditors on related-party agreements for fiscal year FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements Company s statutory statements Auditors fees Dates of the most recent financial information Dividend distribution policy Legal proceedings and arbitration Significant change in the financial or commercial position ADDITIONAL INFORMATION Share capital Memorandum and Articles of Association MAJOR CONTRACTS INFORMATION FROM THIRD PARTIES, EXPERT DECLARATIONS AND DECLARATIONS OF INTERESTS DOCUMENTS ACCESSIBLE TO THE PUBLIC INFORMATION ON EQUITY INTERESTS ANNEXES Report from the Chairman of the Board of Directors on corporate governance and on internal control and risk management procedures implemented by the Group and report from the Statutory Auditors established pursuant to Article L of the commercial code, on the report from the Chairman of the Board of Directors of the Company Report on the Company s Corporate, Social and Environmental Responsibility (CSR) and verification report of the independent third party on this report Documents to be attached to the Management Report and/or to be submitted to shareholders CONCORDANCE TABLES (1) The structure of this Registration Document follows the order of the schedule referred to in Annex I of European Regulation (EC) No. 809/2004 implementing Directive 2003/71/EC. II - REGISTRATION DOCUMENT 2015 / SPIE SA

3 REGISTRATION DOCUMENT 2015 INCLUDING THE ANNUAL FINANCIAL REPORT The Autorité des marchés financiers (French Financial Markets Authority or AMF ) registered the French language version of this Registration Document on April 28, 2016 under number R , pursuant to, and in accordance with, Article of its General Regulations (Règlement général). This document may only be used for the purposes of a financial transaction if it is supplemented by a securities note in respect of which the AMF has granted a visa. It was prepared by the issuer and all its signatories are liable for its contents. The registration was only granted upon, inter alia, verification by the AMF that this document is complete, clear and coherent as per the requirements of Article L I of the French Code monétaire et financier. The AMF has not, and cannot be construed as having, verified any of the accounting and financial information contained herein. Copies of this Registration Document are available free of charge at SPIE, 10, avenue de l Entreprise, Cergy-Pontoise, France and on SPIE s website ( SPIE SA Joint stock company (société anonyme) with a share capital of 72,415, Registered office: 10, avenue de l Entreprise, Cergy-Pontoise, France Registered with the Pontoise Trade and Companies Registry under company number

4 Notes The Company, SPIE SA, is a joint stock corporation (société anonyme) incorporated under French law, with a share capital of 72,415,793.32, having its registered office at 10, avenue de l Entreprise, Cergy-Pontoise, France and registered under company number with the Pontoise Trade and Company Registry; is referred to as the Company in this Registration Document. Unless otherwise stated, references in this Registration Document to the Group or the SPIE Group are references to the Company and its subsidiaries and holdings. The term the Consortium means the financial investors that acquired the control of the Company in 2011, namely Clayton, Dubilier & Rice, Ardian and the Caisse de Dépôt et Placement du Québec. This Registration Document contains forward-looking statements regarding the growth, prospects and strategies of the Group. These forward-looking statements are sometimes identified by the use of future and conditional tenses, as well as by terms such as consider, envisage, think, aim, expect, intend, should, anticipate, think, believe wish, or might or, if applicable, the negative form of such terms and other similar words, terminology and phrases. Such information has no historically factual basis and should not be interpreted as a guarantee of future performance. It is based on data, assumptions and estimates from which the SPIE Group considers it reasonable to draw inferences. Such information is subject and susceptible to change or modification due to uncertainties in economic, financial, competitive or regulatory environments. In addition, the materialisation of one or more of the risks described in the Chapter 4 Risk factors in this Registration Document may have a material adverse effect on the business, financial stability and results and future operations of the Group, as well as its ability to reach its objectives. This Registration Document contains information about the Group s markets and its competitive position therein, including information about the size of such markets. The facts on which the Group bases its statements are taken primarily from estimates made by the Group as well as from studies and statistics of independent third parties and professional organisations and figures published by the Group s competitors, suppliers and customers. In particular, the Group s rankings as compared with its principal competitors are based on revenues disclosed by such competitors during the financial year ended December 31, Certain information contained in this Registration Document is publicly available information which the Company considers to be reliable but which has not been verified by an independent expert. The Company can provide no guarantee that a third party using different methods to collect, analyse or calculate data about market sectors would obtain the same results. The Company makes no undertaking and provides no warranty as to the accuracy of this information. It is possible that such information will prove incorrect or is out of date. The Group makes no undertaking to publish updates to such information, except in connection with any legal or regulatory obligation that may be applicable to it. Certain figures (including figures expressed in thousands or millions) and percentages in this Registration Document have been rounded. The totals presented in this Registration Document may differ slightly from those obtained by adding together the non-rounded values of those figures. Investors are strongly encouraged to carefully consider the risk factors described in Chapter 4, Risk factors of this Registration Document. The occurrence of all or any of these risks could have a negative effect on the Group s business, results of operations and financial condition. Moreover, other risks which may not yet have been identified or which the Group may consider insignificant could have the same negative effect. Discover the SPIE IR app for easy access to the latest financial information on SPIE 2 - REGISTRATION DOCUMENT 2015 / SPIE SA

5 CHAPTER 1 City of Bern, Switzerland SPIE and United Security Provider protect the Internet in the city of Bern. The aim is to better deal with the attacks from the Internet on the many Web applications in the city. PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT 1.1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT STATEMENT OF THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT

6 CHAPTER 1: PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT Person responsible for the Registration Document 1.1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT Mr. Gauthier Louette, Chairman and CEO of SPIE SA STATEMENT OF THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT I declare, having taken all reasonable care to ensure that such is the case, that the information contained in this Registration Document is, to the best of my knowledge, in accordance with the facts and contains no omission likely to affect its import. I certify that, to my knowledge, the accounts have been drawn up in accordance with the applicable accounting standards and provide a true and fair view of the assets, financial situation and profit or loss of the Company and of all the enterprises included in the consolidation, and the Management Report, the concordance table of which features on pages 332, 333 and 334 of this Registration Document, presents a true picture of the development of business, results and the financial situation of the Company and of all the enterprises included in the consolidation as well as a description of the main risks and uncertainties with which they are faced. I have obtained from the Statutory Auditors a letter (lettre de fin de travaux) stating that they have completed their assignment and in which they indicate that they have checked the information on the financial position and the financial statements given in this Registration Document and that they have read the entire Registration Document. The Statutory Auditors report on the Company s consolidated financial statements for the financial year ended December 31, 2015, which is included on pages 229 and 230 of this Registration Document, contains the following observation: Without qualifying our opinion, we draw your attention to Notes 5.1 and 20.3 to the consolidated financial statements which disclose the terms of financial debt refinancing and its impact on the consolidated financial statements for the year ended December 31, 2015 and to Notes 5.2, 17.2 and 17.3 which disclose the conditions of the initial public offering of SPIE SA and its impact on the consolidated financial statements for the year ended December 31, The Statutory Auditors report on the Company s annual statutory financial statements of the Company for the financial year ended December 31, 2015, which is included on pages 260 and 261 of this Registration Document, contains the following observation: Without qualifying our opinion, we draw your attention to the matter set out in the Note 1.3 to the financial statements which discloses the terms of financial debt refinancing and the Notes 1.1 and 7 to the financial statements which disclose the terms of the Initial Public Offering and their impacts on the consolidated financial statements for the year ended December 31, The Statutory Auditors report on the Company s consolidated financial statements for the financial year ended December 31, 2014, which is included on pages 277 and 278 of the Company s IPO Registration Document registered by the Autorité des marchés financiers (the AMF ) on May 19, 2015 under number I (the IPO Registration Document ), contains the following observation: Without qualifying our opinion, we draw your attention to Notes 5.3 and 25 to the consolidated financial statements which disclose the terms of financial debt refinancing and its impact on the consolidated financial statements for the year ended December 31, The Statutory Auditors report on the Company s consolidated financial statements for the financial year ended December 31, 2013, which is included on pages 354 and 356 of the IPO Registration Document, contains the following observations: Without qualifying our above opinion, we draw your attention: Note 4 to the consolidated financial statements, which sets out the consequences of the first-time application of IAS 19 (revised); Notes 4 and 11 relating to the application of IFRS 5 and its impacts on the consolidated financial statements for the financial year ended December 31, April 28, 2016 Mr. Gauthier Louette Chairman and CEO of SPIE SA 4 - REGISTRATION DOCUMENT 2015 / SPIE SA

7 CHAPTER 2 EDF, France The decommissioning of EDF s Superphénix reactor, situated beside the Rhône in the former Creys-Malville nuclear power plant, is a complex operation involving all SPIE s expertise in electromechanics: ventilation, electricity, pipes, welding, etc. AUDITORS 2.1. STATUTORY AUDITORS SUBSTITUTE STATUTORY AUDITORS

8 CHAPTER 2: AUDITORS Statutory Auditors 2.1. STATUTORY AUDITORS Ernst & Young et Autres 1-2, place des Saisons Paris La Défense Courbevoie Represented by Mr. Henri-Pierre Navas Ernst & Young et Autres was appointed pursuant to the Articles of Association of the Company dated May 27, 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31, Ernst & Young et Autres is a member of the Compagnie régionale des commissaires aux comptes of Versailles. PricewaterhouseCoopers Audit 63, rue de Villiers Neuilly-sur-Seine Cedex Represented by Mr. Yan Ricaud PricewaterhouseCoopers Audit was appointed by the Company general meeting of shareholders of November 15, 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31, PricewaterhouseCoopers Audit is a member of the Compagnie régionale des commissaires aux comptes of Versailles. The proposal will be submitted to the Shareholders General Meeting ruling on the accounts for the financial year ended December 31, 2015 to renew the term of office of Ernst & Young et Autres for a period of six financial years expiring at the Shareholders General Meeting ruling on the accounts for the financial year ending December 31, SUBSTITUTE STATUTORY AUDITORS Auditex 1-2, place des Saisons Paris La Défense Courbevoie Represented by Mr. Christian Scholer Auditex was appointed pursuant to the Articles of Association of the Company dated May 27, 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31, Mr. Yves Nicolas 63, rue de Villiers, Neuilly-sur-Seine Mr. Yves Nicolas was appointed by the Company s general meeting of shareholders of November 15, 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31, Mr. Yves Nicolas is a member of the Compagnie régionale des commissaires aux comptes of Versailles. Auditex is a member of the Compagnie régionale des commissaires aux comptes of Versailles. The proposal will be submitted to the Shareholders General Meeting ruling on the accounts for the financial year ended December 31, 2015 to renew the term of office of Auditex for a period of six financial years expiring at the Shareholders General Meeting ruling on the accounts for the financial year ending December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

9 CHAPTER 3 Villeroy & Boch, Germany Installation of an electricity and steam cogeneration plant that will allow energy savings of around 25% and a reduction in CO 2 emissions of more than 5,000 tonnes per annum. SELECTED FINANCIAL INFORMATION 7

10 CHAPTER 3: SELECTED FINANCIAL INFORMATION The selected financial information presented below is extracted from the following: The Company s audited consolidated financial statements for the financial year ended December 31, 2015 prepared in accordance with IFRS as adopted by the European Union, which include restated comparative data for the financial year ended December 31, 2014, pursuant to IFRS 5 and the provisions of IFRIC 21. The Group s consolidated financial statements for the financial year ended December 31, 2015 were the subject of a report by the Company s Statutory Auditors, which is included in Section of this Registration Document. This selected accounting and operating information should be read in conjunction with the information contained in Chapter 9, Analysis of the Group s Financial Condition and Results of Operations and in Chapter 20, Financial Information About the Group s Assets, Financial Condition and Results of Operations of this Registration Document. Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, the Group s selected financial information for the financial year ended December 31, 2013, in Chapter 3 Selected Financial Information of the IPO Registration Document is included by reference in this Registration Document. Performance indicators In millions of euros Restated (1) Production (2) 5, ,200.4 EBITA (3) Cash conversion ratio (4) 105% 102% (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). (2) Production corresponds to the Group s operating revenue with proportional consolidation of subsidiaries holding non-controlling interests. (3) EBITA consists of adjusted operating income before amortisation of goodwill, before taxes and financial income. EBITA is not a standardised accounting term with a generally accepted definition. It should not be considered a substitute for operating income, net income or cash flow from operating activities, or as a measure of liquidity. Other issuers may calculate EBITA in a manner different to that used by the Group. (4) The financial year s cash conversion ratio is the ratio of cash flow from operations for the financial year to EBITA for the same year. Cash flow from operations corresponds to the sum of EBITA for the financial year, amortisation expense for the financial year and changes in working capital requirements and provisions for the financial year relating to the revenue and expense included in EBITA for the financial year, minus cash flow used in investments (excluding external growth) for the financial year. Cash conversion ratio is not a standardised accounting term with a generally accepted definition. Selected financial information from the consolidated income statement In millions of euros Restated (1) Revenue from ordinary activities 5, ,368.1 Consolidated operating Income Operating income after share of net profit/loss from equity affiliates Income before tax Net income from continuing operations 42.7 (13.9) NET INCOME 38.3 (18.6) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). 8 - REGISTRATION DOCUMENT 2015 / SPIE SA

11 CHAPTER 3: SELECTED FINANCIAL INFORMATION Financial information selected from the consolidated balance sheet In millions of euros December 31, 2015 December 31, 2014 Restated (1) Assets Intangible assets Goodwill 2, ,123.2 Total non-current assets 3, ,339.1 Customer receivables 1, ,555.3 Other current assets Cash management financial assets Cash and cash equivalents Total current assets from ongoing activities 2, ,421.7 Total current assets 2, ,429.7 TOTAL ASSETS 5, ,768.8 Liabilities Total equity attributable to owners of the parent 1, Total equity 1, Loans and financial liability 1, ,223.2 Total non-current liabilities 1, ,870.2 Loans and bank facilities (less than one year) ,182.2 Suppliers Other current liabilities 1, ,269.4 Total current liabilities from ongoing activities 2, ,526.3 Total current liabilities 2, ,535.4 TOTAL LIABILITIES 5, ,768.8 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). Financial information selected from consolidated cash flows In millions of euros Restated (1) Opening cash Net cash flow from/(used in) operating activities Net cash flow from/(used in) investment activities (62.8) (99.2) Net cash flow from/(used in) financing activities (156.6) (95.2) Net increase/decrease in cash and cash equivalents CLOSING CASH (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). 9

12 CHAPTER 3: SELECTED FINANCIAL INFORMATION Production reconciliation Table In millions of euros Restated (4) Production 5, ,200.4 SONAID at 100% (1) Holding Companies activities (2) Other (3) (1.1) 0.4 REVENUE FROM ORDINARY ACTIVITIES 5, ,368.1 (1) SONAID is fully consolidated in the consolidated financial statements, but is consolidated on a proportional basis in the management accounts (55%). (2) Non-Group revenue from SPIE Operations, SNC Parc St Christophe and other non-operating entities. (3) Re-invoicing of services provided by Group entities to non-managed joint ventures; non-group re-invoicing not associated with operational activity (essentially re-invoicing of expenses on account), production of companies accounted for using the equity method. (4) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). EBITA reconciliation Table In millions of euros Restated (1) EBITA Amortisation of goodwill allocated (36.1) (50.1) Discontinued activities/reorganisations (2) (17.8) (23.3) Financial commissions (1.8) (2.0) Minority interests (3) Costs related to the initial public offering (June 2015) and to the share employee offering (December 2015) (4) (29.6) (10.8) Other (5) (1.4) (1.7) OPERATING INCOME OF THE GROUP INCLUDING COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). (2) The costs related to the discontinued activities/reorganisations for the financial year ended December 31, 2015 include the following items: the recording of a provision of 13.7 million for losses on a loss-making contract at the time of acquisition of the activities in the United-Kingdom, relating to an arbitration proceeding initiated by the Ministry of Defense; restructuring costs for 3.0 million; the contribution to the operating income of discontinued activities for 1.1 million. (3) The minority interests correspond to the share of the operating income of the company Sonaid that does not belong to the Group (45%). (4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31, 2015 include the following items: costs related to the initial public offering (June 2015) for 3.0 million (including 2.1 million recorded in Other operating income and expenses and 0.9 million in External expenses); costs related to the share employee offering (December 2015) for 26.5 million, including 23.8 million for the employer contribution (including social charges) paid by the Group, 2.0 million for the discount and the remaining amount for the implementation costs. (5) The Other items correspond mainly to the costs related to external growth projects REGISTRATION DOCUMENT 2015 / SPIE SA

13 CHAPTER 4 Lanaye lock, Belgium Execution of all the electromechanical works in the Lanaye lock complex composed of three locks undergoing renovation and a fourth in the course of construction. RISK FACTORS 4.1. RISKS RELATING TO THE GROUP S INDUSTRIES Risks relating to economic conditions and changes in economic conditions Risks relating to public expenses Risks relating to the competitive environment Risks relating to calls for tenders Risks relating to public-private partnerships Risks relating to changes in technologies and industrial standards Risks relating to outsourcing trends Risks relating to the green economy RISKS RELATING TO THE GROUP S ACTIVITIES Risks relating to the Group s reputation Risks relating to project management Risks relating to workplace health and safety Risks relating to hiring and retention of key technical employees Risks relating to employees and temporary workers Risks relating to acquisitions Risks relating to corruption and ethics Risks relating to subcontractors Risks relating to early termination or non-renewal of material contracts Risks relating to public sector contracts Risks relating to the Oil & Gas sector business Risks relating to nuclear industry activities Risks relating to presence in emerging markets Risks relating to dependence on certain customers Risks relating to relationships with certain suppliers Risks relating to employee relationships

14 Risks relating to the absence of formalised contracts Risks relating to performance undertakings in certain contracts Risks relating to the Group s decentralised structure Risks relating to potential failures in the Group s information systems RISKS RELATING TO THE COMPANY Risks relating to the holding company structure Risks relating to management teams Risks relating to indebtedness and financial covenants Risks relating to maintenance of negative working capital Risks relating to goodwill, other intangible assets and other assets MARKET RISKS Liquidity risk Risks relating to interest rates Risks relating to exchange rates Credit risk and/or counterparty risk LEGAL RISKS Risks relating to changes in regulations Risks relating to competition law regulations Risks relating to tax laws and its changes Risks relating to the ability of the Group to deduct interest for tax purposes Risks relating to the ability of the Group to use its tax losses Risks relating to litigation and investigations in progress Risks relating to claims Risks relating to insurance INSURANCE AND RISK MANAGEMENT Insurance policy Cover of any risks likely to be incurred by the Group Risk management policy REGISTRATION DOCUMENT 2015 / SPIE SA

15 CHAPTER 4: RISK FACTORS Risks relating to the Group s industries Investors should consider carefully all the information set out in this Registration Document, including in particular the risk factors detailed below. Such risks are, as of the date of this Registration Document, the risks that the Company believes, were they to occur, could have a material adverse effect on the Group, its business, its financial condition, its results of operations or prospects. Prospective investors should nonetheless note that the risks described in this Section 4 of this Registration Document may not be exhaustive, and that there may be additional risks that are not currently known to the Company, or whose occurrence as of the date hereof is not considered likely to have a material adverse effect on the Group, its business, financial condition, results of operations or prospects RISKS RELATING TO THE GROUP S INDUSTRIES Risks relating to economic conditions and changes in economic conditions Changes in demand for services are generally related to changes in macroeconomic conditions, including the evolution of gross domestic product in the countries where the Group operates, as well as at the level of private and public expenditures on new and existing facilities and equipment. In general, periods of recession or deflation are likely to have a negative impact on demand for services (see Sections and of this Registration Document). During the financial year ended December 31, 2015, 89% of the Group s production was generated out of Europe, of which 48% was in France. As of the date of this Registration Document, growth remains limited in the European Union, including in France, and the International Monetary Fund s forecasts for the next year are modest (1.5% in the European Union and 1.2% in France) (source: IMF, World Economic Outlook October 2015). Generally, during periods of economic recession, customers significantly decrease their equipment expenditures, which affects the Group s ability to sell services relating to construction projects or projects to extend the life of new equipment or infrastructure. In particular, certain industries, including building construction and heavy industry, have significantly reduced their level of activity in recent years. Moreover, the Group has faced a decrease in demand for installation services, in particular from steel producers, car manufacturers and their supply chains. In addition, some of the Group s customers may experience financial difficulties that could lead to payment delays or even default. The continuation or worsening of the current economic conditions could have a material adverse effect on the Group, its business, financial situation, results of operations and prospects. Finally, oil prices decreased significantly during the financial year ended December 31, This decrease firstly affects activities supplying pipelines for drilling and oil facilities, known as OCTG (Oil Country Tubular Goods) activities, conducted in Angola through the joint venture SONAID. To a lesser degree, this decrease affects technical assistance activities by reductions in operating expenditure and decreased investment, particularly in the drilling and geosciences field. Its impact is more limited on business maintenance activities. Although it has had only a limited impact on the Group s results, considering the relative significance of activities of technical support and operational maintenance activities, lower oil prices could, if they were to remain at current levels or decrease further, negatively impact the Oil & Gas business of the Group, which could significantly impact the activities, financial situation, results and outlook of the Group Risks relating to public expenses The public sector constitutes a significant portion of the Group s customers, in particular in France. It represented approximately 14% of the Group s consolidated production for the financial year ended December 31, 2015 and 14% also for the financial year ended December 31, The public sector market is affected by political and administrative policies and decisions with respect to public expenses levels. In recent years, the economic situation has significantly affected the resources of governments and other public entities and has led to strict public expenses reduction policies. These policies 13

16 CHAPTER 4: RISK FACTORS Risks relating to the Group s industries could threaten the continuation of certain investments in which the Group is involved and prevent the implementation of significant new investment projects by public entities. Finally, some of these entities, in the context of economic crisis and high levels of indebtedness, could be unable to make payments in a timely fashion or, more generally, honour their commitments. If the difficulties facing certain of these public entities were to intensify and the trend of significant decreases in public expenses were to continue, this could cause a material adverse effect on the Group, its business, financial situation, results of operations and prospects Risks relating to the competitive environment The Group faces intense competition from a variety of competitors. The Group s competitors include large multinational corporations with greater resources and whose other branches of activity provide them with an accessible customer base for their technical services activities. In addition, certain services requiring less technical skill may encounter strong local competition by smaller competitors with strong relationships and an established local presence. Moreover, the technical services industry is highly fragmented, in particular outside of France, and the Group s ability to rely upon and retain a dense local network is essential for the Group s development. Any movement to consolidate the different activities of the Group s competitors, whether multinational, national, regional or local, could increase competition in the Group s industries, change the competitive landscape of the technical services industry, and, in particular, if the Group is unable to participate in such consolidation, lead to a loss of market share, a decrease in the Group s revenue and/or a decline in its profitability. Such strong competition requires the Group to make continuous efforts to remain competitive and convince its customers of the quality and value-added of its services. The Group is also required to regularly develop new services in order to maintain or improve its competitive position. If, despite these efforts, the Group s customers do not find quality and added value in the Group s offerings, in particular as compared with its competitors, or if the Group s offerings do not meet customer expectations, the Group s activity and financial results might be materially adversely affected. Finally, customers increasingly focus on limiting the overall cost of their facilities. as a result, proposed pricing is an important factor in the renewal of contracts upon expiry, in particular for multi-year contracts, as well as in with the context of calls for tenders for new contracts. The Group is subject to constant pressure on the prices it charges for its services. This competitive pressure could lead to reduced demand for the Group s services and force it to reduce its sale prices or incur significant investment costs to maintain the level of service quality that its customers expect. This, in turn, could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to calls for tenders The contracts entered into by the Group s companies are often awarded following a competitive bid process in the form of a call for tenders, in particular in connection with government contracts. Whether a contract is awarded depends in part on customer perception with regard to the prices and quality of the services offered by the various bidders. As a result, the Group may lose tenders if it is unable to demonstrate its strengths, which could significantly affect the growth of its activities. Moreover, calls for tenders and the related decisions may be challenged or subject to indemnification proceedings, including by means of litigation, which could impede implementation of the corresponding contract or its economics. Finally, in the event of the non-renewal of government contracts, such contracts generally must be resubmitted for bids through new calls for tenders. In addition, the Group is likely to commit significant financial and human resources in order to prepare and participate in these calls for tenders, with no assurance that it will be awarded the contract. Even in cases where the contract is awarded to the Group, the profits realised may be lower than initial projections, or sales could prove insufficient to make the project profitable. More generally, the performance conditions may prove different from those provided for at the time when the bid was prepared, because such terms depend on many variables that are sometimes difficult to foresee. These include accessibility of the work site, availability of qualified personnel, inclement weather and increases in the prices of oil and the raw materials used in the materials purchased by the Group for installation at customer sites (such as copper for cables) that the Group may not be able to pass on to its customers. The difficulty of foreseeing the final costs and performance conditions could strongly affect such projects profit margins, thereby having a material adverse effect on the Group s business, financial situation, results of operations and prospects REGISTRATION DOCUMENT 2015 / SPIE SA

17 CHAPTER 4: RISK FACTORS Risks relating to the Group s industries Risks relating to publicprivate partnerships In connection with its activities, the Group may enter into public-private partnerships (PPP). PPPs (such as Private Finance Initiatives in the United Kingdom) consist in awarding contracts for construction or transformation, maintenance, operations or management of sites, equipment or intangible assets necessary for government services, as well as all or part of the financing of such contracts, to private companies. Following significant growth in recent years in connection with the financial crisis, decrease of public spending and control of government indebtedness, growth in PPP is currently slowing. Certain of the Group s contracts may nevertheless be entered into or re-awarded, upon expiry, in the form of PPPs. In certain cases, these contracts assign a global mission to the private partner that includes various activities, some in areas in which the Group is not present, such as those relating to construction and public works (such as hospitals and buildings). The Group may risks of losing or failing to obtain certain contracts, if the public sector entities prefer to use multi-disciplinary contractors, in particular construction groups with their own technical services branches, which could give them an advantage in obtaining PPP projects. If the Group does not succeed in adapting to customer requirements with regard to PPPs or, more generally, if it does not succeed in sufficiently penetrating the PPP market, this could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to changes in technologies and industrial standards The Group s activities require a high level of technological expertise for a wide variety of technical services. As a result, the Group must continually adapt such expertise in order to identify and integrate technological innovations, new industrial standards, new products and new customer expectations. New technologies or changes in standards, as well as changes in the demand for services, could result in the Group s service offerings becoming obsolete or non-viable. In order to remain among the leading businesses in the industry and to anticipate its customers expectations, the Group must continually improve its know-how as well as the efficiency and profitability of its offerings, which might lead to increases in operating expenses or to significant capital expenditures with no assurance that such expenditures will be profitable in the manner expected. If the Group does not succeed in anticipating and integrating in a timely fashion changes in technologies and industrial standards, this might affect its customer relationships and competitive position, which could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to outsourcing trends In addition to economic conditions, the increase in demand for technical services is also influenced by certain general market trends, including the growing trend towards outsourcing, particularly in certain of the Group s markets in which the outsourcing rate remains low compared with more mature markets such as the United States, the United Kingdom and Germany. The increase in outsourcing of technical services is, however, likely to be influenced by political decisions, such as the implementation of new regulations, which could affect public and private demand in this area and thus slow down development or even affect existing contracts. Moreover, the Group cannot guarantee that this trend towards outsourcing will continue. In particular, certain economic players, whether public or private, could return to using in-house technical services in order to take control of such services. If the trend towards more outsourcing slows or stops, this could have a material adverse effect on the Group s business, financial situation, results of operations and prospects. 15

18 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities Risks relating to the green economy The Group intends to participate in the development of the green economy, in particular by offering energy saving technical solutions as well as services dedicated to renewable energy. The development of the green economy depends in large part on national and international policies supporting energy savings and renewable energy (including the regulations on the energy efficiency of buildings, the quotas and tax incentives for renewable energy sources) as well as corporate awareness of environmental issues. Although recent years have been marked by a growing sensitivity to these problems from economic actors, the Group cannot guarantee, particularly in light of the cost-reduction policies of public and private actors, that this support will not slow down or even, to a certain extent, come to an end. Such an occurrence could have a material adverse effect on the Group s business, financial situation, results of operations and prospects RISKS RELATING TO THE GROUP S ACTIVITIES Risks relating to the Group s reputation The Group s reputation is essential in the presentation of its service offers and in order to create customer loyalty and win new customers. In addition, the Group operates in areas of activity that are subject to strong media exposure (such as Oil & Gas and Nuclear). The Group s success in recent years is largely due to its reputation for reliability and market leadership across a wide range of services, in particular for services requiring a high level of expertise. This reputation has enabled the Group to consolidate its position and has strongly contributed to its growth. Although the Group tightly controls the quality of its services, it cannot guarantee that it will not encounter difficulties relating to the quality or reliability of its services, or more generally to its ability to provide the level of service announced to its customers, in certain industrial sectors and/or geographic markets. The occurrence of such events, in particular in the event of significant media coverage, could strongly affect the Group s reputation, in particular with its customers, and could thus have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to project management The Group offers a wide range of technical services in connection with its projects. In order to ensure that its projects are conducted efficiently, the Group relies on significant projectmanagement and site-management expertise, particularly with respect to pricing its services and optimising performance during the term of the contract. The essential skills for performance and profitability of a project are the Group s ability to accurately foresee the project s costs, to correctly assess the various resources (in particular human resources) necessary to carry out the project, to effectively manage the services provided by sub-contractors, and to control technical events that could affect and delay progress on the project. In practice, poor project management can generate significant additional performance costs and delays, leading to delays in payment for its services or damaging the Group s reputation. Moreover, in order to carry out certain projects, in particular larger scale projects, the Group sometimes participates in groups or consortia whose smooth functioning requires coordination among the different members. Differences may arise among the members of such groups, and breaches by certain members may occur, which may make it difficult to manage or even to complete the project. Such events could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to workplace health and safety Because human resources are the basis of the Group s activity, regulations with respect to employment law, and in particular with respect to workplace health and safety, have a particular impact on its activity. Although the Group deploys significant efforts to ensure compliance with such regulations, it cannot guarantee that there will be no breaches. Failure by the Group, its employees or its subcontractors to comply with these obligations could lead to significant fines and claims against 16 - REGISTRATION DOCUMENT 2015 / SPIE SA

19 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities the Group and against the employer entity relating to the violation of these provisions, or to the loss of authorisations or qualifications. In addition, such regulations are subject to regular updating. The Group s adaptation in order to comply may generate significant additional costs. The Group is exposed to risks of accident of its employees, at their work site or whilst travelling to or from work. The Group s employees working in the Oil & Gas and Nuclear activities are particularly exposed to risks relating to their work site and working conditions, which are dangerous by nature. Some of the Group s employees work in or near nuclear, oil or gas facilities and are therefore potentially subject to risks relating to incidents or accidents affecting such facilities. Despite the attention paid to safety and working conditions, the Group cannot exclude the possibility of increased frequency and size of work-related accidents and illnesses. Finally, new technologies, as well as the implementation of new procedures, services, tools and machines could have unanticipated effects on the working conditions of the Group s employees. Moreover, the Group s employees may be exposed to materials that, even if they are not currently considered to be harmful, could in the future prove to be dangerous for human health, as occurred in the past with respect to asbestos. Dangerous working conditions could also lead to significant employee turnover, increase customers project costs and significantly increase the Group s operating expenses. The occurrence of such events could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to hiring and retention of key technical employees In technical services activities, success depends on the ability to identify, attract, train, retain and motivate highly skilled technical personnel. As a result, the Group faces strong competition in its sectors of activity. The Group may be unable to successfully attract, integrate or retain a sufficient number of qualified employees, which could damage its activities and its growth. Moreover, the growth of the Group s activities requires the acquisition, maintenance and renewal of a large variety of skills in order to respond to changes and market expectations. The Group may be unable to find qualified candidates, to train its staff in new technologies, or to recruit and train the necessary management personnel in the geographic markets or industrial sectors in which it operates. Moreover, during periods of rapid economic growth, the Group could encounter difficulties in recruiting and retaining qualified employees, resulting in a risk of increased salary costs and lowered service quality. If the Group does not succeed in meeting its human resource challenges, a key factor in its development, this could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to employees and temporary workers In general, the Group s employees provide services at premises and other locations belonging to or operated by its customers. As a result, the Group could be subject to claims relating to any damages incurred by its customers with respect to their assets, their activities, non-authorised use or wrongful behaviour or any illegal act committed by the Group s employees or by any other person entering customer premises in an unauthorised manner in connection with the performance of the Group s services. Such claims could be significant and could affect the Group s reputation, which could have a material adverse effect on its business, financial situation, results of operations and prospects. Furthermore, for certain of its activities the Group uses a significant number of temporary workers. It cannot guarantee that such temporary workers will always have a level of training, qualification and reliability identical to those of its permanent employees. This could lead to a decrease in the quality of services or to a higher rate of work-related accidents, which could, in turn, negatively affect the Group s reputation and business Risks relating to acquisitions In addition to organic growth, the Group has grown in recent years through the successive acquisition of several regional service platforms. These include Hochtief s Service Solutions in Germany in 2013, the Swiss companies Connectis and Softix, suppliers of services and information and communication technologies in 2014, and the business of Numac in 2015, operating in technical maintenance services in the Netherlands; as well as numerous small acquisitions which have enabled the Group to consolidate its offerings and its presence in these geographic markets. The Group intends to continue to develop and expand its business through acquisitions of small and 17

20 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities medium-sized companies that meet its strategic and financial criteria. In connection with this growth strategy, the Group may encounter difficulties that include the following: identification of appropriate targets, in line with the Group s external growth strategy, may be difficult; integration of new companies could lead to substantial costs, as well as to delays or other financial and operational difficulties; the realisation of the expected financial and operational synergies may take more time than foreseen or fail to occur, either in whole or in part; acquisitions could require increased attention by the Group s management, to the detriment of other activities; the assumptions made in the business plans of the acquired companies may be incorrect, in particular with respect to synergies and performance; the acquisitions could lead the Group to bear more significant liabilities than those calculated during the due diligence phase of the acquisition; the Group could be forced to sell or limit the external growth of certain enterprises in order to obtain the required regulatory authorisations for these acquisitions, in particular with respect to anti-trust authorisations; the acquisition of a new company could lead to the loss of certain key employees and contracts; and the acquisition of new companies could create unexpected legal constraints. In general, the expected profits from future or completed acquisitions could fail to materialise within the time periods and to the levels expected, which could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to corruption and ethics In connection with its activities, the Group may encounter corruption-related risks, in particular through its Oil & Gas activities, for which the Group is present in some countries that have high levels of corruption. The Group has implemented employee policies, procedures and training with respect to ethics and anti-corruption regulations. However, it cannot guarantee that its employees, suppliers, subcontractors or other commercial partners will comply with the requirements of its code of good conduct, its ethics, or applicable legal regulations and requirements. If the Group were unable to enforce compliance with its anti-corruption policies and procedures, it could be subject to civil and criminal sanctions, in particular significant fines or even exclusion from certain markets. The occurrence of such events could have a material adverse effect on the Group s reputation, business, financial situation, results of operations and prospects Risks relating to subcontractors The Group provides certain services to its customers through subcontractors acting in the name and on behalf of the Group which retains responsibility for the work performed by its subcontractors. As a result, it is exposed to risks relating to managing subcontractors and the risk that such subcontractors may fail to perform the agreed-upon satisfactorily and on a timely basis. Such a situation could affect its ability to perform its obligations or customers expectations and comply with applicable regulatory requirements. In extreme cases, performance or other deficiencies on the part of its subcontractor could result in a customer terminating its contract. Such a situation could expose the Group to financial liabilities, damage its reputation and could impair its ability to compete to new contracts. In addition, in the event a subcontractor provides unsatisfactory services, the Group could be required to carry out additional work or provide additional services to ensure the adequate performance and delivery of the contracted services. Furthermore, the Group is exposed to its subcontractors operational control risks with respect to the qualification of their employees and their compliance with employment law and immigration law. Finally, certain subcontractors may prove to be uninsured or to lack sufficient resources to cover customer claims resulting from damages and losses relating to their services. Thus, a failure of the Group s subcontractors to meet their contractual obligations or comply with applicable law or regulations could harm its reputation and have a material adverse effect on its business, results of operations, financial situation and prospects REGISTRATION DOCUMENT 2015 / SPIE SA

21 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities Risks relating to early termination or non-renewal of material contracts A significant portion of the Group s maintenance and services activity comprises fixed-term contracts that include early termination clauses to the benefit of the customer. The Group cannot guarantee that its customers will not exercise their early termination rights or that they will renew their contracts upon expiry. Early termination or non-renewal of the Group s major contracts could negatively affect its reputation, which could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to public sector contracts A significant portion of the Group s activities is carried out with public sector entities, including in the United Kingdom and France and, to a limited extent, in Belgium, Germany and the Netherlands. The public sector represented approximately 14% of the Group s consolidated production during the financial year ended December 31, Due to regulations with regards to government contracts, such as the European Union rules on calls for tenders, as well as the nature of contracts entered into with public sector entities, certain terms of public sector contracts, such as pricing terms, duration and ability to transfer receivables under contract, provide less flexibility than private sector contracts. Certain of these contracts also contain terms that fall outside ordinary-law arrangements, which, in certain cases and subject to certain limits (in particular subject to indemnification), permit the counterparty unilaterally to modify or even terminate the contracts in question. Finally, for a limited number of contracts, due to the principle of continuity of public services, the Group may be unable to terminate unilaterally a contract that it deems unprofitable Risks relating to the Oil & Gas sector business The Oil & Gas business is principally present in emerging markets, specifically in Africa, the Middle East and Southeast Asia. In recent years, a number of countries in these regions have experienced varying degrees of economic and political instability, civil wars, violent conflicts and social unrest. Political instability includes, in particular, significant changes in tax laws or regulations, monetary restrictions, and renegotiation or cancellation of ongoing contracts, permits, leases and other agreements. In addition, oil and gas activity may be subject to nationalisation or expropriation in some of the countries in which the Group operates. In addition, the Group s facilities and employees face numerous safety risks in these regions, such as acts of violence, terrorism and harm to their property or physical integrity. Although the Group has implemented the measures that it deems necessary to prevent this type of event, it cannot assure that these measures will be fully effective. Moreover, Oil & Gas players, as a result of the evolution of the economic conditions and of the decrease on the oil price, tend to reduce their investments, which impacts certain projects in which the Group is involved and, more generally, on the Group s activities, in particular its tubular supply activities for drilling and oil installations, called OCTG activities (Oil Country Tubular Goods) operated in Angola through the joint venture SONAID. The occurrence of such events could have a material adverse effect on the Group s business, financial situation, operations and future profitability Risks relating to nuclear industry activities In connection with its nuclear sector activity, the Group provides services to nuclear industry operators, for the most part in France. As its nuclear industry customers, the Group is subject to many restrictive standards imposed by the French, European and other national and international regulators regarding the operation and safety of nuclear facilities. Moreover, in general and, especially since the accident at the Fukushima site in Japan, the nuclear industry regulatory framework is becoming stricter and more difficult to implement, which increases the financial resources necessary to ensure compliance with such regulations. Finally, more stringent regulatory requirements may negatively impact the long-term growth of the nuclear industry, which in turn, could negatively impact the development of the Group s activities. In addition, any prolonged suspension of its customers activity for regulatory reasons, such as temporary closings of facilities for periodic security inspections, could lead to significant work stoppages for the Group s teams, the costs of which may not be passed on to the customer charge pursuant to the contract. 19

22 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities Finally, in connection with its nuclear sector business, since the use of subcontractors is strictly limited, the Group relies principally on its own employees to provide its services due to its customers requirements regarding the qualification of staff that may access their facilities, which requires the Group to maintain highly qualified employees in this activity Risks relating to presence in emerging markets Although a significant portion of the Group s consolidated production is recorded in Western Europe, the Group also operates in other markets, in particular in certain countries in Eastern Europe, Africa and Southeast Asia. In general, the Group s activities in these countries involve higher risks than in the Western European countries, including gross domestic product volatility, relative economic instability (as inflation rates frequently are higher and fluctuate more), informal and unregulated trade, often-significant changes in regulations or imperfect application thereof, nationalisation or expropriation of private property (without sufficient indemnification to rebuild the same tool), difficulties in recovering payment, difficulties in retaining employees, social disturbances, significant interest rate and exchange rate fluctuations, risk of war, public disturbances or acts of terrorism, claims by local authorities challenging the initial tax framework or the application of contractual provisions, measures to control exchange rates and unfavourable interventions or restrictions imposed by governments (including limits on the payment of dividends or of any other payment made by foreign subsidiaries, withholding taxes or other taxes based on payments or investments made by foreign subsidiaries and any other restriction imposed by foreign governmental authorities). Although the Group s activities in emerging markets are not concentrated in a single country, the occurrence of these events or circumstances in one of the emerging markets in which the Group does business could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to dependence on certain customers In connection with its Oil & Gas and Nuclear activities, a significant portion of the Group s consolidated production comes from a small number of customers. In the Oil & Gas sector the top three customers represent nearly 39% of the Group s consolidated production in this industry for the financial year ended December 31, 2015, while in the nuclear sector, the Group records almost all of its consolidated production with three customers. More generally, the ten main customers represent approximately 20% of the Group s consolidated production for the financial year ended December 31, Although the Group generally enjoys long-term commercial relations with its main customers (as with its other customers and commercial partners), the Group cannot guarantee that such customers will in fact renew their contracts and, more generally, that they will not be terminated. The loss of one or more of the Group s main customers or contracts (such as in the event of non-renewal or early termination, for instance), especially in the sectors mentioned above, a significant reduction in services for customers, a substantial change in the terms governing commercial relations with the Group s customers or a default by any of its clients could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to relationships with certain suppliers For some very specific services, the Group may rely on a limited number of suppliers. This is the case in connection with the Group s communication activity, due to the concentration of players in that market. As a result, any shortage or significant increase in prices by such suppliers, as well as any deterioration or changes in relations with such suppliers or any breach by such suppliers could have a material adverse effect on the Group s business, financial situation, results of operations or prospects REGISTRATION DOCUMENT 2015 / SPIE SA

23 CHAPTER 4: RISK FACTORS Risks relating to the Group s activities Risks relating to employee relationships In activities that primarily rely on human resources, the maintenance of harmonious relations with employees and employee-representative institutions is a key issue. Although the Group closely monitors these relations, and although it has not experienced any significant labour unrest in the past, it cannot guarantee that no strike, claim or other labour unrest will interfere with its activities in the future. Such events could lead to interruptions in activities and harm the Group s reputation; more generally, their occurrence could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to the absence of formalised contracts In accordance with commercial practices in effect in the markets in which the Group operates, a significant number of agreements entered into by the Group with its customers, in particular its small customers are often informal and generally consist of pricing agreements that are periodically renegotiated between the parties, or purchase orders. As a result, the renewal terms of these contracts are not formalised and depend to a large extent on commercial relations with the customers concerned. This flexibility can result in a less accurate definition of the parties rights and, in the case of a disagreement between the parties as to the content of their agreement, lead to challenges, disputes or conflicts which could have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to performance undertakings in certain contracts In connection with its activities, the Group enters into certain contracts pursuant to which it undertakes to reach a particular result towards its co-contractors. This is the case with respect to energy efficiency contracts offered by the Group, pursuant to which the Group undertakes to reach a particular level of reduction in the customer s energy costs, or with respect to certain technical services contracts pursuant to which the Group undertakes to provide a level of service quality measured by performance indicators. Any failure by the Group to comply with a performance undertaking could result in a decrease or even loss of its remuneration, or to the early termination of the contract. If the Group does not succeed in complying with its performance undertakings pursuant to several contracts, this could have a material adverse effect on its business, financial situation, results of operations and prospects Risks relating to the Group s decentralised structure The Group is organised around a decentralised management structure. The Group s strategy favours decision-making and responsibility at the local level in order to permit better adaptation to the local needs of its customers. The Group s growth has historically included various acquisitions, which required the integration of businesses and teams with quite varied practices and policies. The Group cannot guarantee that it will succeed in uniformly imposing and implementing the best practices that it has developed for its activities in France. Given the extent of the Group s activities in Europe, Africa, Asia and the Middle East, and the autonomy that it gives to its local entities, it cannot exclude the possibility that difficulties may occur in the future, such as flaws in internal reporting. If the Group does not succeed in effectively managing its decentralised structure, this could have a material adverse effect on its business, financial situation, results of operations and prospects and affect its reputation. 21

24 CHAPTER 4: RISK FACTORS Risks relating to the Company Risks relating to potential failures in the Group s information systems The Group relies on information systems to carry out its activities (in particular with respect to monitoring and invoicing its services, communicating with its customers, managing its staff and providing the necessary information to the various operational managers in order to take decisions). Management of the Group s activity is more and more dependent on information systems. Despite a policy of continuous reinforcement of the resiliency and security of the Group s information systems and information technology infrastructure, any breakdown or significant interruption resulting from an incident, a computer virus, a computer attack or any other cause could have a negative effect on the conduct of the Group s activities. In addition, the Group outsources certain of its information systems in order to optimise management of its resources and improve the efficiency of its information technology infrastructure. It therefore relies on the quality of the work performed by its service providers. As a result, despite the care it exercises in selecting its partners, the Group is exposed to the risk that such partners may fail to carry out their obligations. The occurrence of such events could have a material adverse effect on the Group s business RISKS RELATING TO THE COMPANY Risks relating to the holding company structure The Company is the Group s parent company. As a holding company, its principal assets consist of direct or indirect shareholdings in the various subsidiaries which generate the Group s cash flow. As a result, the Company s revenues essentially come from dividends received from its subsidiaries, invoicing for services carried out on behalf of subsidiaries, intra-group interest and loan repayments by subsidiaries, and also from tax consolidation income as the head of a tax consolidation group and its French direct and indirect subsidiaries of which it holds 95% or more of the share capital. As a result, the Company s financial statements and the changes thereto from year to year only partially reflect the Group s performance, and do not necessarily reflect the same trends as the consolidated financial statements. Moreover, the ability of the Company s subsidiaries to make these payments to the Company may be at risk depending on the changes in their activities or regulatory limits. Dividend distributions or other financial flows may also be limited due to various undertakings such as credit agreements entered into by these subsidiaries (see Section of this Registration Document) or by reason of tax constraints making financial transfers more difficult or expensive. Any decrease in dividends paid by the Group s subsidiaries to the Company, whether due to a deterioration in their results or due to regulatory or contractual constraints, could thus have a material adverse effect on the Group s results of operations, financial situation and prospects Risks relating to management teams The Group s success depends to a large extent on the continuity and skills of its current executive management team, in particular Mr. Gauthier Louette, its Chairman and CEO. In the event of an accident or the departure of one or more of these executives or other key employees, the Group may be unable to replace them easily, which could affect its operational performance. More generally, competition in executive recruitment is strong, and the number of qualified candidates is limited. The Group may be unable to retain the services of executives or key employees, or, in the future, to attract and retain experienced executive management and key employees. Moreover, in the event that its executive management or other key employees should join a competitor or create a competing business, the Group could lose customers, part of its know-how and key employees who may follow them. These circumstances could have a material adverse effect on the Group s business, financial situation, results of operations and prospects REGISTRATION DOCUMENT 2015 / SPIE SA

25 CHAPTER 4: RISK FACTORS Risks relating to the Company Risks relating to indebtedness and financial covenants Risks relating to the Group s indebtedness As of December 31, 2015, the Group s debt amounted to 1,517.5 million (see Section Financial Liabilities in this Registration Document). The Group s indebtedness may have negative consequences, such as: may require the Group to allocate a substantial portion of the cash flows from its operating activities to financing and redeeming its debt, thus reducing the Group s ability to allocate available cash flows to finance organic growth, make investments, and meet other general needs of the business; may increase the Group s vulnerability to a slowdown in activity or economic conditions; may place the Group in a less favourable position against its competitors that have a lower debt to cash flow ratio; may limit the Group s flexibility to plan or react to changes in its businesses or the sectors in which it operates; may limit the Group s ability to make investments intended for growth; may limit the Group s ability to achieve its acquisition policy; and may limit the ability of the Group and its subsidiaries to borrow additional funds or raise capital in the future, and increase the costs of such additional financing. In addition, the Group s ability to honour its obligations, pay the interest on its loans, or even refinance or repay its loans under the conditions stipulated, will depend on its future operational performance and may be affected by a number of factors (economic context, conditions in the debt market, regulatory changes, etc.), some of which are beyond the Group s control. If the Group has insufficient liquid assets to service its debt, it could be forced to reduce or defer acquisitions or investment, sell assets, refinance its debt or seek additional financing, which could have a material adverse effect on its business or financial situation. The Group might be unable to refinance its debt or obtain additional financing under satisfactory terms and conditions. The Group is also exposed to the risks of interest rate fluctuations insofar as the remuneration on most of its debt is a floating rate equal to the EURIBOR plus a margin (see Section of this Registration Document) Risks relating to restrictive clauses in the financing agreements The Senior Credit Facilities Agreement requires that the Group comply with certain covenants, primarily financial, and specific ratios (See Chapter 10 Group Cash and Share Capital of this Registration Document). These covenants limit, among others, the Group s ability to: make acquisitions or investments or enter into joint ventures; make any type of loans; contract any debt or grant guarantees; create security interests; pay dividends or make distributions to shareholders; make certain investments; sell, transfer or assign assets; merge or combine with other companies; or execute transactions with related entities. The restrictions contained in the Senior Credit Facilities Agreement, and the contracts relating to the Group s debt securitisation programme could impact its ability to conduct its business, and limit its ability to react to market conditions or even to seize any commercial opportunities that arise. For example, these restrictions could affect the Group s ability to finance the capital expenditures for its operations, make strategic acquisitions, investments or alliances, restructure its organisation or finance its capital requirements. Moreover, the ability of the Group to comply with these covenants could be affected by events beyond its control, such as economic, financial or industrial conditions. The Group s failure to meet its undertakings or these covenants could lead to default under the terms of the aforementioned agreements. In the event of a default that is not remedied or waived, the relevant creditors could terminate their commitment and/or require that the outstanding amounts be paid immediately. This could activate the cross-default clauses of other Group loans. This type of event could have a material adverse effect for the Group, even pushing it to bankruptcy or liquidation. 23

26 CHAPTER 4: RISK FACTORS Risks relating to the Company Risks relating to maintenance of negative working capital In recent years, the Group s working capital requirements have been structurally negative, which has enabled the Group to self-finance its external growth. The Group cannot guarantee that it will succeed in maintaining negative working capital in the future. In the event of an unfavourable economic situation, the Group could experience longer payment periods, delays in the collection of receivables from certain customers. Conversely, the Group s suppliers could impose shortened payment periods on the Group. Moreover, the Group could encounter difficulties in invoicing advances on orders, or in invoicing on the terms initially negotiated with its customers, in particular due to difficulties that the Group may encounter at the time of performance of its contractual obligations and the completion of the work. The occurrence of such events could compromise the maintenance of a negative working capital requirement and thus have a material adverse effect on the Group s business, financial situation, results of operations and prospects Risks relating to goodwill, other intangible assets and other assets As of December 31, 2015, goodwill represented 2,149 million, of which 15.8 million resulted from acquisitions made during the financial year ended December 31, 2015 and the continuity in the allocation of purchase price of acquisitions made in 2014 (see Note 14.1 of the appendix to the financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). The Group cannot exclude the possibility that future events may lead to a depreciation of some intangible assets and/or goodwill. As a result of the significant amount of intangible assets and goodwill on the Group s balance sheet, any significant depreciation could have a significant unfavourable effect on its financial situation and results of operations for the financial year in which such charges are recorded. As of December 31, 2015, deferred tax assets on the Group s consolidated balance sheet amounted to 245 million. Such deferred tax assets are recorded on the Group s balance sheet for the amount that the Group believes it will be able to realise within a reasonable period of time (estimated at five years) and, in any event, before expiry of the losses, in the case of deferred tax assets relating to tax loss carryforwards. Nevertheless, the Group may prove unable to realise the expected amount of deferred tax assets if future taxable income and the related taxes are lower than initially expected. The Group also bases its forecasts as to the use of deferred tax assets on its understanding of the application of tax regulations, which could be challenged by changes in tax and accounting regulations, or by tax audits or litigation that could affect the amount of these deferred tax assets. If the Group believed that it would be unable to realise its deferred tax assets in future years, it would be required to remove these assets from its balance sheet, which could have a material adverse effect on its results of operations and financial situation REGISTRATION DOCUMENT 2015 / SPIE SA

27 CHAPTER 4: RISK FACTORS Market risks 4.4. MARKET RISKS Liquidity risk The table below shows the breakdown by maturity date of non-derivative financial liabilities as of December 31, 2015 by contractual maturity: In thousands of euros < 1 year 2-5 years > 5 years Total as of December 31, 2015 Loans from credit institutions A Facility 1,125,000 1,125,000 Revolving 50,000 50,000 Other Capitalisation of borrowing costs (3,171) (11,354) (14,525) Securitisation 286, ,917 Bank overdrafts Bank overdrafts 53,083 53,083 Interest on overdrafts Other loans and financial liability Financial leases 4,866 7,271 12,136 Interest on loans 3 3 Other loans and financial liability 3, ,113 Derivative instruments FINANCIAL LIABILITY 395,734 1,121, ,517,537 In 2015, the Group entered into a Senior Facility Agreement with a banking syndicate (see Section of this Registration Document). The Group also has revolving credit facilities which it can draw down for a total amount of 400 million. The availability of these revolving credit facilities is subject to covenants and other customary undertakings. For more information on the Group s liquidity sources, see Chapter 10, Liquidity and share capital of this Registration Document. In addition, the Group has a programme for the assignment of commercial receivables with the following terms: Twelve Group subsidiaries participate as assignors under the programme, assigning their receivables to a special purpose vehicle called SPIE Titrisation. SPIE Operations participates in the securitisation programme as centralising Agent on behalf of the Group vis-à-vis the depositary bank, Société Générale. This transfer of receivables programme provides that the participating companies assign full ownership of their commercial receivables to the special purpose vehicle SPIE Titrisation, enabling them to obtain financing in a total maximum amount of 300 million (see Note 3.11 of the consolidated financial statements for the financial year ended December 31, 2015). The purpose of the programme, in addition to optimising receivables management and recovery, is to enable the Group to gain access to the necessary cash to finance its operations and external growth. The use of this programme is accompanied by clauses relating to the early repayment of certain bank loans. As of December 31, 2015, assigned receivables represented a total of million, for total financing of million. The Group manages its liquidity risk through specific reserves, bank credit facilities and reserve credit facilities, by preparing cash flow forecasts and by monitoring real cash flow as compared with forecasts, as well as by trying to align the maturity dates of financial assets and liabilities to the extent possible. The main stipulations of the existing financing agreements (including covenants, default clause, acceleration clause) are described in Section of this Registration Document. 25

28 CHAPTER 4: RISK FACTORS Market risks Risks relating to interest rates The Group is exposed to the risk of interest rate fluctuations as a result of certain of its debts, for which interest rates are indexed to the Euro Interbank Offered Rate ( EURIBOR ) plus a margin. EURIBOR could increase considerably in the future, leading to additional interest rate expense for the Group, reducing available cash flow for investments, and limiting the Group s ability to service its debt. The Group s debt generally does not contain clauses requiring it to hedge all or part of its exposure to interest rate risk. As of December 31, 2015, the Group s outstanding floating rate debt amounted to 1,484.8 million, and the Group s outstanding fixed rate debt amounted to 32.8 million. Fixed rate financial assets and liabilities are not converted into floating rates. The Group examines interest rate risks relating to the underlying variable rate assets and liabilities on a case-by-case basis. When the Group decides to hedge these risks, they are hedged by SPIE Operations through an internal rate guarantee at market conditions. The Group enters into hedges on the market in return for internal guarantees. These swaps are entered into only from January 1 to December 31, of each year (and are therefore unwound on December 31). In November 2011, Clayax Acquisition 4, a subsidiary absorbed by the Company in 2015, entered into 10 new interest rate swaps. As of December 31, 2014, four rate swaps were still in effect, representing a notional amount of 430 million. As of December 31, 2015, taking account of changes in variable rates (negative EURIBOR), no interest rate swap had been set in place to cover the new debt. The Group s exposure to interest rate risk is primarily related to its net financial liability. The allocation of the Group s financial liability between fixed rates and floating rates after hedging is set forth below as of December 31, 2014 and 2015: In thousands of euros December 31, 2015 December 31, 2014 Summary of liability before hedge Fixed rate 32,757 1,028,973 Variable rate 1,484,780 1,376,435 TOTAL 1,517,537 2,405,408 Summary of liability after hedge Fixed rate 32,757 1,458,973 Variable rate 1,484, ,435 TOTAL (AFTER HEDGE) 1,517,537 2,405, Risks relating to exchange rates As of December 31, 2015, 24.0% of the Group s revenue was generated in currencies other than the euro, mainly in Swiss franc, US dollars and the British Pound Sterling, representing 3.2%, 4.9% and 8.7%, respectively, of the Group s revenue. The Group presents its financial statements in euros. As a result, when the Group prepares its financial statements, it must translate foreign currency-denominated assets, liabilities, income and expenses into euros at applicable exchange rates. As a result, fluctuations in exchange rates can affect the value of these items in the Group s financial statements, even if their intrinsic value remains unchanged. The Group also makes purchases in currencies other than euro (principally in dollars). Unfavourable exchange rate fluctuations can affect the cost of such purchases. Foreign currency risks for transactions of the Group s French subsidiaries are managed centrally by the intermediate holding company SPIE Operations, as follows: through an internal exchange rate guarantee agreement for internal Group transactions; and through exchange rate brokerage for investment transactions. In both cases, SPIE Operations hedges on the market through futures contracts. In addition, with respect to calls for tender, foreign currency risk is also hedged when possible through COFACE policies. Futures contracts correspond primarily to hedges on the US dollar and the Swiss franc as of December 31, 2015 and represented a total of USD 3.7 million and CHF 0.2 million for forward purchase contracts and USD 3.0 million and CHF 5.8 million for forward sale contracts as of such date REGISTRATION DOCUMENT 2015 / SPIE SA

29 CHAPTER 4: RISK FACTORS Market risks The table below shows the Group s exposure to foreign exchange risk with respect to the US dollar as of December 31, 2015: USD Commitment current amount (in thousands of dollars) Conversion at the historical rate (a) (in thousands of euros) Average risk exposure Equivalent at fixing rate (b) (in thousands of euros) Potential gross difference (a) - (b) (in thousands of euros) Commercial risk Export invoices 2,765 (2,227) 1,241 (2,518) 290 Import invoices (3,619) 3,284 1,102 3,296 (12) Net commercial risk (854) 1,057 1, Financial risk Forward sale commitment (2,965) 2,381 1,246 2,700 (319) Bank credit balance Financial liability risk (2,965) 2,381 1,246 2,700 (319) Forward purchase commitment 3,739 (3,377) 1,107 (3,404) 27 Bank credit balance 138 (120) 1,148 (126) 5 Financial asset risk 3,877 (3,497) 1,109 (3,530) 33 Net financial risk 912 (1,117) 1,109 (830) (287) NET POSITION EXCLUDING OPTIONS 57 (60) 1,109 (52) (8) The fair value of futures/forwards in USD (qualified as hedging of future flows) is 19,000 of assets and (286,000) of liabilities as of December 31, 2015, revised in exchange for other reserves. A change of +/-10% in the US dollar would have an impact of (100,000) or + 82,000 on the Group s income statement and of (78,000) or + 64,000 on equity. The table below shows the Group s exposure to foreign exchange risk with respect to the Swiss franc: CHF Commitment current amount (in thousands of Swiss francs) Conversion at the historical rate (a) (in thousands of euros) Average risk exposure Equivalent at fixing rate (b) (in thousands of euros) Potential gross difference (a) - (b) (in thousands of euros) Commercial risk Export invoices 5,799 (5,358) 1,082 (5,384) 26 Import invoices (1,570) 1,463 1,073 1,458 6 Net commercial risk 4,229 (3,895) 1,082 (3,926) 32 Financial risk Forward sale commitment (5,799) 5,421 1,070 5, Bank debit balance Financial liability risk (5,799) 5,421 1,070 5, Forward Purchase Commitment 243 (224) 1,086 (226) 2 Bank credit balance Financial asset risk 243 (224) 1,086 (226) 2 Net financial risk (5,556) 5,198 1,070 5, NET POSITION EXCLUDING OPTIONS (1,327) 1,303 1,082 1,

30 CHAPTER 4: RISK FACTORS Legal risks The fair value of futures/forwards in CHF (qualified as hedging of future flows) represents + 3 thousand of assets and (23,000) of liabilities as at December 31, 2015, revised in exchange for other reserves. A change of +/-10% in the Swiss franc would have an impact of (357,000)or + 436,000 on the Group s income statement or + 573,000 on equity. Although the Group monitors and assesses exchange rate trends on a regular basis and protects itself to such exposure through the use of derivative financial instruments, it cannot exclude the possibility that an unfavourable movement in the exchange rates mentioned above could have an unfavourable effect on the Group s financial situation and results Credit risk and/or counterparty risk Credit risk and/or counterparty risk refer to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. The financial instruments that could expose the Group to concentrations of counterparty risk are principally customer receivables, cash and cash equivalents, investments and derivative financial instruments. Overall, the carrying amount of financial assets recorded in the Group s consolidated financial statements for the financial years ended December 31, 2015 and 2014, net of depreciation, represents the Group s maximum exposure to credit risk. The Group believes that it has very limited exposure to concentrations of credit risk relating to its customer receivables. The large number and wide distribution of its customers render the risk of customer concentration immaterial at the level of the Group s consolidated balance sheet. In addition, the Group enters into hedging contracts with leading financial institutions and currently believes that the risk that its counterparties will breach their obligations is quite low, since the Group s financial exposure to each of these financial institutions is limited LEGAL RISKS Risks relating to changes in regulations The Group s activities are subject to various regulations in France and abroad, in particular with respect to industrial, safety, health and hygiene or environmental standards. In particular, the Group s activities in the Oil & Gas sector and the nuclear industry are subject to strict regulations, the proper application of which is closely monitored. These standards are complex and subject to change. Although the Group pays careful attention to compliance with applicable regulations, it cannot exclude the risk of non-compliance. Moreover, the Group could be forced to incur significant costs in order to comply with changes in regulations and cannot guarantee that it will always be able to adapt its activities and organisational structure to these changes within the time periods required. Furthermore, changes in the application and/or interpretation of existing regulations by the authorities and/or the courts could also be made at any time. Any inability by the Group to comply with and adapt its activities to new regulations, recommendations, or national, European or international standards could have a material adverse effect on its business, results of operations, financial situation and prospects Risks relating to competition law regulations The Group is subject to competition law regulations at both the national and international level. In the markets where the Group has a strong presence, such regulations could reduce its operational flexibility and limit its ability to make new significant acquisitions and implement its growth strategy. The Group is involved in several competition law proceedings (see Section 20.6 of this Registration Document). Although the Group has implemented strict internal guidelines, an ethics policy and a compliance programme in order to 28 - REGISTRATION DOCUMENT 2015 / SPIE SA

31 CHAPTER 4: RISK FACTORS Legal risks ensure compliance with regulations, it cannot exclude the possibility that agreements or transactions may not follow the instructions given and infringe applicable regulations, either inadvertently or deliberately. Such practices could damage the Group s reputation and, if found liable, expose it to fines or other significant sanctions such as exclusion from certain markets. The occurrence of such events could have a material adverse effect on the Group s business, results of operations and financial situation. by a related party and, subject to certain exceptions, on loans granted by third parties but guaranteed by a related party, is allowed, under certain conditions but subject to limits, in accordance with Article 212 of the French General Tax Code. The impact of these rules on the Group s ability to deduct interest expenses from corporate income tax may increase its tax burden and have a significant negative impact on its results and financial situation Risks relating to tax laws and its changes The Group is subject to complex and changing tax laws in each of the jurisdictions in which it operates. Changes in tax legislation could have material adverse consequences on the Group s tax situation, its effective tax rate or the amount of taxes to which it is subject. Moreover, tax regulations in the various countries where the Group is present may be interpreted in various manners. The Group is therefore unable to guarantee that the relevant tax authorities will agree with its interpretation of applicable regulations. A challenge to the Group s tax situation by the relevant authorities could lead to payment by the Group of additional taxes, reassessments and potentially large fines, or to an increase in the costs of the Group s products or services in order to collect these taxes. This could have a material adverse effect on the Group s business, results of operations, financial situation and prospects Risks relating to the ability of the Group to deduct interest for tax purposes Articles 212 bis and 223-B bis of the French General Tax Code, introduced by Article 23 of the 2013 Finance Law (Law of December 29, 2012), restrict the amount of net interest expenses that may be deducted from corporate income tax, subject to certain conditions and exceptions, at 85% for financial years ended as of December 31, 2012 and at 75% for financial years opened as of January 1, According to the Group, this limit should deprive it of the ability to make a deduction of approximately 6.4 million in 2016 (based on the current rules and available information at the date of this Registration Document). Moreover, under the French rules relating to undercapitalisation, the deduction of interest paid in respect of loans granted Risks relating to the ability of the Group to use its tax losses The Group has significant tax losses. Its ability to use these losses will depend on a number of factors, including (i) the ability to generate taxable income and the adequacy between the generation of taxable income and losses, (ii) the general limitation on the percentage of French tax loss carry forwards that may be used to offset taxable income exceeding 1 million to 50% for fiscal years ended since December 31, 2012, and other more specific restrictions relating to the use of certain categories of losses and (iii) the consequences of tax current or future audits and tax-related proceedings. The impact of these factors may increase the Group s tax burden and have a negative impact on the Group s cash flows, effective tax rate, financial situation and results Risks relating to litigation and investigations in progress In the ordinary course of business, the Group s companies may be involved in a certain number of legal, administrative, criminal or arbitration proceedings relating in particular to civil liability, competition, intellectual and industrial property, taxation, environmental matters and discrimination. The most significant on-going disputes for which the Group has received notice are detailed in Section 20.6 of this Registration Document. In connection with some of these proceedings, monetary claims of a significant amount have been or could be made against one or more of the Group s companies. The corresponding provisions that the Group could be required to record in its accounts could prove insufficient. Moreover, the possibility cannot be excluded that in the future, new proceedings, whether or not related to current proceedings, relating to the risks identified by the Group or to new risks, could be brought against one of the Group s companies. Finally, 29

32 CHAPTER 4: RISK FACTORS Insurance and risk management although the Group believes that many of these ongoing proceedings are covered by existing liability guarantees, there can be no assurance that such liability guarantees will not be challenged or that any resulting indemnity payments made thereunder, either in their timing or amount, will be sufficient to avoid a negative impact on the Group. These proceedings, if their outcome were unfavourable, could thus have a material adverse effect on the Group s business, results of operations, financial situation and prospects Risks relating to claims The Group may encounter difficulties in the performance of its contractual obligations. Moreover, it relies on partners, suppliers and subcontractors in order to carry out its projects. The Group may be subject to claims from customers, suppliers or subcontractors; it may also initiate claims against them. Such claims may be subject to counterclaims for breach of contractual terms or any other material consequence, incomplete work or malfunction, breach of warranties and/ or delay, as well as claims for the cancellation of projects. Claims and counterclaims may involve an award of damages or the payment of contractually agreed upon amounts, such as penalty clauses. If the claims are discontinued in connection with commercial agreements or settlements, they may be the subject of judicial or arbitration proceedings, which can be long and onerous. The financial costs and charges associated with these claims, or the failure to recover sufficient damages or amounts in connection with these claims, could have a material adverse effect on the Group s business, results of operations, financial situation and prospects Risks relating to insurance The Group has entered into insurance policies covering a wide range of risks and endeavours to maintain a level of insurance coverage appropriate to the nature of its activity. However, insurance policies are subject to customary limitations such as (deductibles and caps). Moreover, not all claims are covered, and the Group cannot exclude the possibility that it will be faced with a major incident not covered by any of its insurance policies. Furthermore, the occurrence of several events resulting in substantial claims for damages within a calendar year may have a material adverse effect on the Group s business and financial situation. In addition, the premiums paid for these policies may grow as a result of the Group s claims history or as a result of a general price increase on the insurance market. Thus, the Group cannot guarantee that it will succeed in maintaining its current insurance coverage or be able to do so at a reasonable cost INSURANCE AND RISK MANAGEMENT Insurance policy Cover of any risks likely to be incurred by the Group The Group s policies with respect to insurance are coordinated by the Group s Legal and Insurance Department. Each of the Group s companies is responsible for providing the necessary information to the Group s Legal and Insurance Department in order to identify and classify insured or insurable risks at the Group level and implement the necessary means to ensure continuity of the Group s activities in the event of an incident. On the basis of such information, the Legal and Insurance Department negotiates with the major insurance companies to put in place the best policies to cover the Group s needs. The local entities also enter into local insurance policies to cover risks that are better suited to local coverage, such as automobile insurance. The choice of insurance policy is based on a determination of the level of coverage required to cover reasonably estimated liability risks damages or others. This assessment takes into account the valuations performed by the insurers in their capacity as the subscriber of the risks. Uninsured risks are those for which there is no coverage available on the insurance market or those for which the cost of available coverage is disproportionate to the potential value of the insurance, or else those for which the Group believes the risk does not require insurance coverage REGISTRATION DOCUMENT 2015 / SPIE SA

33 CHAPTER 4: RISK FACTORS Insurance and risk management The Group s insurance programmes are in the form of master policies supplemented by local policies, where necessary, in certain countries where the master policies alone are not authorised. The master insurance policies are intended to apply to the Group s activities on a global level, supplementing local policies if the coverage in question proves insufficient or does not cover the claim. Local policies are also entered into to account for local specificities or constraints in the relevant country or countries. The Group s primary policies, subscribed with insurance companies of international reputation, include the following: general civil liability covering bodily injury, property damage and economic loss caused to third parties, including the clients or contracting parties for which the Group companies could be liable; property damage and business interruption; and officers and Directors liability. Finally, the Group may enter into specific insurance to cover certain projects, in particular due to their large size Risk management policy In the area of internal control and risk management, the Group has chosen to apply the principal recommendations proposed by the Reference Framework and the Implementation Guide of the AMF, updated in July 2010, AMF recommendation and the recommendations in the report of the working group of the Audit Committee, also published in July The Group s system is also in line with the reference systems COSO I and II (Committee of Sponsoring Organizations of the Tradeway Commission). In the course of its activities the Group is exposed to a wide variety of risks within the various countries where it operates (see Sections 4.1 to 4.5 of this Registration Document). In light of this, the Group implements an active policy of identifying, managing and controlling risks of all types, aimed at best ensuring the growth and protection of its assets and its reputation, and also at protecting the interests of its shareholders, employees, clients, partners and suppliers along with environmental interests and those of its other stakeholders. This globally coordinated policy of risk identification, management and control is described in the Chairman s report on corporate governance and on internal control and risk management procedures, included in Annex 1 of this Registration Document. It applies to the Group s fully consolidated subsidiaries. This policy is aimed at providing reasonable assurances but does not constitute an absolute guarantee regarding attainment of the following main objectives: reliability of financial information; compliance with the laws, regulations and internal policies in force; and effectiveness and efficiency of the Group s internal processes. The Group builds sustainable relationships of trust with its clients, based, inter alia, on its ability to manage the risks they transfer to it. By creating a coordinated risk identification, management and control system, the Group is comprehensively assessing an issue which is fundamental to its growth, in a context of emergence of risks that are more numerous, more complex and more diversified, and more serious, than in the past. The Risk Control and Internal Audit Department was created early January 2015 in order to strengthen the Group s capacity to anticipate, identify, analyze, and weigh the risks to which it is exposed, whatever their nature, in its daily activities and in its strategic choices. It is in charge of the overall coherence of the process within the Group. The Risk Control and Internal Audit Department provides information, issues warnings and proposes solutions in order to reduce the potential impact the occurrence of identified risks might have on the Group. It ensures that risk management is in keeping with the Group s strategic objectives. It promotes a consolidated vision of the risk portfolio, in order to assess the decision on the accepted level of risk and to organise allocation of the resources necessary for accepting risks (risks/profitability). It works closely with the subsidiaries and operational and functional organisations, to which it provides its expertise and technical support. The Risk Control and Internal Audit Department is attached to the Company s Chairman and CEO and reports to the Audit Committee and the Board of Directors. 31

34 32 - REGISTRATION DOCUMENT 2015 / SPIE SA

35 CHAPTER 5 Shell, United Kingdom The Shell Centre in London is replacing its electrical and climate control facilities. All the works executed without interrupting the normal site activities testify to the trust shown in SPIE which has been collaborating with Shell for more than seven years. INFORMATION ABOUT THE GROUP 5.1. HISTORY AND DEVELOPMENT Corporate name Registration number and place Date of incorporation and term Registered office, legal form and applicable legislation History of the Group ACQUISITIONS AND INVESTMENTS Investments made in 2014 and Main acquisitions made after close of financial year ended December 31, Main future acquisitions and investments

36 CHAPTER 5: INFORMATION ABOUT THE GROUP History and development 5.1. HISTORY AND DEVELOPMENT Corporate name On the date of this Registration Document, the Company s registered name is SPIE SA Registration number and place The Company is registered with the Pontoise Trade and Companies Registry under company number Date of incorporation and term The Company was incorporated on May 27, 2011 and registered on May 31, The term of the Company is 99 years, unless it is dissolved earlier or extended by a decision of the Extraordinary Shareholders General Meeting pursuant to the laws and Articles of Association. The financial year ends on December 31 of each year Registered office, legal form and applicable legislation The Company s registered office is located at 10, avenue de l Entreprise, Cergy-Pontoise, France. The phone number of the registered office is On the date of this Registration Document, the Company is a French joint stock corporation (société anonyme) History of the Group Société Parisienne pour l Industrie des Chemins de Fer et des Tramways was founded in 1900 and renamed Société Parisienne pour l Industrie Électrique (SPIE) in In 1968, Société de Construction des Batignolles (founded in 1846) and SPIE merged under the name SPIE Batignolles. The main shareholder of SPIE Batignolles at that time was the Empain Group, which subsequently became the Empain-Schneider Group. In 1997, Empain-Schneider sold SPIE Batignolles to its employees and the British company AMEC, which specialised in engineering, project management and consulting. In 1998 SPIE Batignolles was renamed SPIE; at that time, it operated in three business sectors: (i) SPIE Batignolles specialised in the construction market; (ii) SPIE Enertrans focused on rail transport/traffic and the energy market; and (iii) SPIE Trindel, a specialist in electrical engineering and facilities services. In 2003, AMEC purchased the shares of the minority shareholders and SPIE thus became the Continental Europe division of AMEC, under the name AMEC SPIE. In that same year, AMEC SPIE continued to expand its oil activity with the acquisition of Ipedex and sold SPIE Batignolles, its construction subsidiary, to its executives. In 2006, AMEC SPIE was sold to the PAI Partners fund. Since that date, the Group has conducted business under the SPIE name. In August 2011, a consortium composed of an investment fund managed by Clayton, Dubilier & Rice, LLC, an investment fund managed by Ardian (formerly AXA Private Equity) and Caisse de Dépôt et Placement du Québec acquired control of the Company for an amount of approximately 2.1 billion. Starting in 2002, the Group began to refocus its strategy to become one of the leaders in the multi-technical services markets. Between 2002 and 2006, the Group sold or abandoned five of its business segments, including its civil engineering operations (in 2002), the French construction market (in 2003), the energy projects market (in 2004), pipelines (in 2006) and its rail business (in 2007). The Group continued this policy to dispose of operations that are no long part of its core business. For example, the Group sold its Spanish subsidiaries in July 2011, its operations in Greece run by the company SPIE Hellas SA in July 2015, and its subsidiary in Hungary SPIE Hungaria Kft in November At the same time, the Group continued to pursue external growth, both as an independent provider of multi-technical services with the acquisition in 2007 of other companies present in its business sector, such as Matthew Hall and Controlec, in the United Kingdom and the Netherlands. More recently, the Group has made several acquisitions in North-Western Europe, Germany and Central Europe. In 2012, the Group acquired the Dutch companies Klotz BV and Gebr. Van der Donk to strengthen its position in multi-technical services for buildings and the cable network market, respectively. In 2013, the Group acquired the IS&P division (installation, maintenance and management of data and voice communication and data centre infrastructures) of the Dutch operator KPN, which expanded its operations and presence in the Netherlands. In addition, in 2013, the Group acquired Hochtief Service Solutions activities (multi-technical services), making Germany the largest Group market outside France. In May 2015, in the context of a share capital increase for a total amount of around 700 million (excluding expenses), SPIE became listed on the stock exchange and its shares are now traded on segment A of the Euronext Paris regulated market REGISTRATION DOCUMENT 2015 / SPIE SA

37 CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments 5.2. ACQUISITIONS AND INVESTMENTS Investments made in 2014 and 2015 During the financial year ended December 31, 2014, the Group carried out six acquisitions, representing an acquired production of approximately 212 million. Amongst others, the Group acquired the Madaule group in France specialised in electrical installation, renovation, maintenance in tertiary facilities, connecting photovoltaic solar power stations and network maintenance. In Germany, the Group acquired the Fleischhauer group which offers a comprehensive portfolio of multi-technical facility services, ranging from the planning, installation and servicing of complex security installations to IT infrastructure, electronic and media technology. Fleischhauer generated sales of 45 million in 2013 for an EBIT above 6%. In Switzerland, the Group also acquired the companies Connectis and Softix (merged under the corporate name of SPIE ICS AG), subsidiaries within the same group and leading suppliers of information and communication technology services and solutions. Together, Connectis and Softix generated sales of CHF 133 million in Moreover, the Group carried out the acquisition of the British company Scotshield, a leading provider of fire detection, security alarms, access control and closed circuit television systems. During the financial year ended December 31, 2015, the Group carried out five acquisitions representing a total acquired production of approximately million. In May 2015, the Group acquired the business of Numac, a leader in technical and industrial maintenance services in the Netherlands. With a turnover of 60 million in 2015, Numac thus completes SPIE s customer base and maintenance expertise in the Netherlands. In July, the Group acquired Leven Energy Services, whose turnover amounted to approximately 58 million in 2015, thus broadening its offer of services to the energy distribution networks in the United Kingdom. In October, SPIE GmbH finalised the acquisition of the company Cromm & Co GmbH based in Karlsruhe in Germany, specialising in communications, data and fibre optic networks, which recorded a turnover of approximately 1 million in In France, the Group concluded two acquisitions in December 2015: the company Thermat based in Haute-Savoie, which specialises in heating, plumbing and controlled mechanical ventilation, and the company Villanova, based in Puy-de-Dôme, which specialises in high and low voltage electrical installations, both operating in the new multiple dwelling units sector, with each achieving a turnover of approximately 2 million in In addition to acquisitions, each year the Group acquires or replaces tangible and intangible assets. The table below detail the Group s total acquisitions for the last three years: In millions of euros Year ended December 31, 2015 Year ended December 31, 2014 Year ended December 31, 2013 Impact of change in the consolidation scope Acquisitions of tangible and intangible assets Acquisitions of financial assets TOTAL The financing terms for these investments are detailed in Chapter 10 of this Registration Document. Investments M68 35

38 CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments Main acquisitions made after close of financial year ended December 31, 2015 On December 11, 2015, the Group concluded an agreement for the acquisition of Hartmann Elektrotechnik GmbH, a company based in Hamburg in Germany which specialises in ICT and mechanical and electrical services, including Network, Automation, Security technologies and industrial engineering and services from consulting and design to planning, configuration, installation, commissioning and service, generating a turnover of approximately 38 million in 2015, and having more than 300 highly-qualified employees operating from six sites in Germany. This acquisition, which was subject to the approval of the German competition authorities, was completed on January 8, On December 31, 2015, the Group concluded an agreement for the acquisition of Climatisation Réfrigération Industrielle & Commerciale (CRIC), based in Walcourt near Charleroi in Belgium. CRIC employs around 30 persons specialising in the installation and maintenance of HVAC facilities in Wallonia and achieved a turnover of approximately 4 million in This acquisition was finalised on January 29, On December 31, 2015, the Group concluded an agreement for the acquisition of the Jansen Venneboer group, an independent supplier of services relating to installation and maintenance of wet infrastructures, based in the Netherlands, which achieved turnover of approximately 19 million in 2015 and has a work force of 96. This acquisition was finalised on January 1, On February 16, 2016, the Group acquired GPE Technical Services B.V., a company based in s-hertogenbosch in the south of the Netherlands specialising in steam installations and networks for the food, pharmaceutical and oil-gas industries. It employs seven people and achieved turnover of 1.3 million in Main future acquisitions and investments The Group seeks to pursue its dynamic external growth policy in order to strengthen its market coverage and expand its range of offerings, either through acquisitions of limited size in regions where it believes its network is not as dense, or where the range of its products needs to be supplemented, or through larger acquisitions to expand its international coverage or diversify its offerings. Moreover, during the financial year ended December 31, 2015, the Group launched a process dedicated to the sale of its businesses in Portugal (operated by TecnoSpie SA). This process is still ongoing as of the registration date of this Registration Document. On April 25, 2016, the Group signed an agreement for the acquisition of the RDI group, a French specialist in managed services, design and integration of IT infrastructure solutions and systems and the cloud. The RDI group employs approximately 180 people located on three sites: Nîmes, Nice and Gémenos (Marseille) and it recorded revenue of approximately 36 million in Completion of the transaction is expected by the end of June 2016 at the latest REGISTRATION DOCUMENT 2015 / SPIE SA

39 CHAPTER 6 Munich Re, Germany The insurance group has decided to renew its contract with SPIE until 2023, for the operation, maintenance, renovation and modernization of the buildings and the technical facilities of its 19 properties. OVERVIEW OF GROUP ACTIVITIES 6.1. GENERAL PRESENTATION STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP A European leader in multi-technical services Differentiated business model with strong customer loyalty Implementation of strict control processes to secure the delivery of strong performance by its local management teams Capitalising on secular growth drivers An accretive reinvestment of high organic cash flows in add-on acquisitions Attractive financial performance with strong visibility A strong corporate culture, championed by a highly experienced management team STRATEGY Capitalising on long-term structural growth factors to continue fostering organic growth greater than the change in GDP through the cycles Pursuing a rigorous operational management policy, by concentrating on generating income and cash flows Strengthening its presence by participating in sectorial consolidation Maintaining recurring revenue flow with strong visibility Continuing to broadly associate its employees with the Group s performance MARKET OVERVIEW AND COMPETITIVE POSITION Multi-Technical Services Communications Oil & Gas and Nuclear DESCRIPTION OF THE GROUP S PRINCIPAL ACTIVITIES General presentation France Germany & Central Europe North-Western Europe Oil & Gas and Nuclear DEPENDENCE FACTORS LEGISLATIVE AND REGULATORY ENVIRONMENT Multi-technical services Oil & Gas activities Activities in the nuclear industry Regulation concerning matters of job safety and health

40 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES General presentation 6.1. GENERAL PRESENTATION The Group is the independent European leader in multitechnical services in the areas of electrical, mechanical and HVAC engineering services and communications systems, as well as in specialised energy services. (1) With approximately 600 locations and nearly 38,000 employees worldwide as at December 31, 2015, the Group supports its customers to design, build, operate and maintain facilities that are energyefficient and environmentally friendly. For the financial year ended December 31, 2015, it posted consolidated production of 5,297 million and consolidated EBITA of 351 million. The Group organises its activities around four operating segments: (i) France (43% of consolidated production for the financial year ended December 31, 2015), (ii) North-Western Europe (25% of consolidated production for the financial year ended December 31, 2015), (iii) Germany & Central Europe (17% of consolidated production for the financial year ended December 31, 2015) and (iv) Oil & Gas and Nuclear (15% of consolidated production for the financial year ended December 31, 2015). The Group has developed a profitable economic growth model, based on (i) recurring revenues that provide it strong visibility, (ii) long-term structural growth in its markets, (iii) strict control processes aimed at ensuring strong performance by local management teams, and (iv) a dynamic policy of targeted acquisitions. Since July 2006, the Group has thus completed 98 acquisitions, most of them bolt-ons. It has developed a strategic position focused on regions where the market structure and growth dynamics match the Group s business model and allow for leading positions. The Group s development is focused on three activities: (i) Mechanical and Electrical Services (44% of the consolidated production for the financial year ended December 31, 2015), which covers installation and renovation of mechanical, electrical and heat systems, ventilation and air conditioning; (ii) Information & Communications Technology Services (22% of the consolidated production for the financial year ended December 31, 2015), which covers facility, improvement and maintenance of communications systems, voice, data, images and information, and (iii) Technical Facility Management (34% of the consolidated production for the financial year ended December 31, 2015) which covers operation and technical maintenance of clients facilities as well as providing the necessary means in order for them to function. The Group provides multi-technical services, primarily including electrical, mechanical and HVAC engineering services and communications systems in France, Germany & Central Europe (including Switzerland), as well as North-Western Europe (primarily the United Kingdom, Netherlands and Belgium) for a large portfolio of customers consisting notably of businesses in the tertiary, manufacturing and infrastructure sectors, as well as local government authorities. In 2015, the Group estimates that it is the third largest player in multitechnical services in France and one of the major players in Germany, the United Kingdom, the Netherlands and Belgium. The Group also maintains a strong presence in the specialised sectors of the oil, gas and nuclear industries where it also provides multi-technical services. As part of its Oil & Gas activities, the Group supports its customers, principally large domestic and international oil and gas companies, with its technical expertise in more than 30 countries. In the Oil & Gas sector, the Group s activities focus on production and commissioning of new technical facilities, as well as operation, maintenance, extension and refurbishment of existing facilities. The Group estimates that in 2015 it was one of the leading global players in oil and gas industry services. The Group is also one of the three largest players in France in technical services specialising in the nuclear industry. As part of its nuclear activities, carried out primarily in France among large operators, the Group is active across virtually the entire nuclear fuel cycle and the corresponding energy production activities (with the exception of ore extracting). The services offered by the Group cover the entire life cycle of its customers facilities, ranging from design and installation (new facilities, services representing 19% of the Group s consolidated production for financial year 2015) to support for operations, maintenance and rehabilitation (asset support, services that account for 81% of the Group s consolidated production for financial year 2015 and with approximately a half represented by facilities extend and refurbish business). Agreements entered into by the Group as an integrator often involve maintenance activities associated with the provision of installation services. These agreements are generally entered into for periods of one year with automatic renewal or for renewable terms of three years, and in the financial year ended December 31, 2015 accounted for approximately 46% of the Group s consolidated production. Finally, the Group s business model is aimed at favouring projects that generate annual production of under one million euros and avoiding major one-off contracts that present higher levels of risk. (1) Company s estimates based on its 2015 production and the revenue published by the Group s main competitors for the financial year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

41 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group 6.2. STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP The Group is the independent European leader in multi-technical services (electrical, mechanical and HVAC engineering services and communications systems). (1) The Group is also a major player in specialised technical services dedicated to the oil and gas and nuclear energy sector A European leader in multi-technical services The independent European leader in multi-technical services (1) The Group provides multi-technical services in the areas of electrical, mechanical and HVAC engineering services and communications systems, as well as specialised energy-related services. The Group stands out from other major players in multi-technical services in that it operates its businesses independently compared to a group involved in energy, civil engineering, construction or concession activities. Historically, the Group has chosen to focus its activities on multi-technical services and has gradually extended its geographic footprint and expanded its range of service offerings. The homogeneity of its portfolio of activities, its consistency and its focus on multi-technical services have allowed it to successfully develop these activities and strengthen their profitability, with employees directly associated with the success of this strategy. Moreover, its independence from a more extended group, while giving it wide operational flexibility, allows it to allocate its cash flow to promote consistent growth in its activities A leading multi-technical services platform in the most attractive European markets The Group is the independent European leader in multi-technical services (1). with a strategic position focused on regions where the market structure and growth dynamics match the Group s business model and allow for leading positions. As of the date of this Registration Document, the Group is the leading independent player in France, in a market characterised by a gradual shift from the local player level to larger national actors. The Group further benefits from a strong presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland, where it considers itself to be amongst the major players. The Group s strong foothold on European markets and its offering of leading multi-technical services will allow it to (i) benefit from a differentiation factor from local players, positioning it well to participate in sector consolidation, and (ii) increase its market shares, particularly among international customers seeking service providers for all their European facilities, by addressing their growing needs for multi-technical expertise. The Group is in a position to serve local, regional and global clients and to accompany them in their local, regional and global operations. Moreover, because of its size, the Group has greater negotiating power vis-à-vis its suppliers, allowing it to achieve economies of scale as part of its procurement policy An offering of multi-technical services concentrated on highly value-added technical activities Leveraging on its teams expertise, the Group offers its customers mission-critical technical services for their activities and focuses on high value-added technical services, such as the maintenance and management of data centres in the banking sector, or maintenance and operating support for offshore platforms in the Oil & Gas sector. The Group s services cover the entire life-span of its customers facilities (from design and installation to maintenance and operating support services), in electrical, mechanical and HVAC engineering services and communications systems, as well as in specialised energy sectors A technical services offering operated through a high density local network The Group offers its services based on a dense local network of approximately 600 locations, including more than 530 concentrated in five major countries (France, Germany, United Kingdom, the Netherlands and Belgium). The Group believes that, in the multi-technical services industry, services must be adapted to the specific needs of each customer, and close proximity is essential to understand and anticipate (1) The Company s estimates based on its 2015 production and the revenue published by the Group s main competitors for the financial year ended December 31,

42 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group customer needs, and thus delivering high-quality services within very short timeframes. Moreover, the Group believes that its extensive footprint throughout certain countries and its client-centric approach further allows it to address the growing trend amongst customers toward the outsourcing of their technically complex non-core service operations to providers capable of covering all their facilities, as well as the expectations of these customers in terms of quality and services offered. A strong local footprint is also a key driver of performance and efficiency and gives the Group the ability to optimise and leverage resources A strong brand and technical expertise recognition, fuelled by a highly skilled and motivated workforce involved in the Company s performance With over 100 years of experience, the Group believes that it benefits from a strong brand image and a reputation for high service quality among its customers. Its service offering is supported by qualified and highly motivated teams: 96% of the Group s workforce is comprised of skilled employees, of which approximately 20% are managers and specialists and approximately 76% are employees with a technical qualification in various field of operations (electricity, HVAC, mechanical, ICT, etc.). The qualification level of its workforce allows the Group to deliver value-added services. The Group has specifically implemented several training centres to spread technical expertise throughout its various subsidiaries and exploit it in all sectors of its core business, in the countries in which it is active. It also involves its employees in the business results, specifically through a strong employee shareholder base (more than 14,000 employees in the Group participated in the employee share offering in 2015) and a policy of applying variable compensation closely linked to the business financial performance (EBIT and cash flows from the relevant operating unit in question), as well as the Group s performance in terms of safety A strategic presence in a specialised, fast-growing and high-margins energy industry The Group enjoys a strategic presence in the technical services to energy operators, which constitutes an attractive market and benefits from high margins, as well as strong long-term growth potential, including in the Oil & Gas industry despite the recent lower oil prices (see Section of this Registration Document). The Group believes it is one of the leading global players in its reference markets in the oil and gas sectors, for which it provides high value-added solutions and missioncritical technical services for its clients activities (including support for the operation and maintenance of oil facilities and in-house client competence development and training). In the nuclear industry, the services offered by the Group cover the life-span of nuclear plants. The Group believes it among the three largest players in France in specialised services to Nuclear industry, which benefits from long-term growth drivers, due in particular to the announced decision to extend the lifetime of existing nuclear reactors and to an increasingly complex and stringent environment requiring the intervention of highly qualified and experienced personnel Differentiated business model with strong customer loyalty The Group has developed a broad range of integrated technical service offerings to target the needs of a wide variety of clients operating in diverse end-markets, through the establishment of a growth compounding business model focused on high cash flow generation, with recurring revenue flows with strong visibility. Recognised for the quality and reliability of its services, the Group has developed strong relationships with a loyal customer base allowing it to benefit from a multitude of long-term commercial relationships as well as a high client retention rate. Thus, for the financial years 2012 to 2015, recurring clients have represented almost 75% of the production for the France segment and for Nuclear activities. Moreover, maintenance services, which are generally combined with the integration services offered, afford the Group strong visibility as to revenue growth, with contracts generally entered into for periods of three years, or one year but with automatic renewal. For the financial year ended December 31, 2015, maintenance services accounted for approximately 46% of the Group s consolidated production. Growth in maintenance contracts is thus a critical factor in the Group s business model. Moreover, the Group s business model is intended to favour small-sized projects which may be coupled with larger multi-year framework contracts, and avoiding large one-off contracts with a higher level of risk. Finally, the Group s business model, as well as the diversification of its customer portfolio and the markets in which it operates, has historically protected it during periods of economic slowdown affecting a segment of activity or a geographic region in which it operates. For the financial year 40 - REGISTRATION DOCUMENT 2015 / SPIE SA

43 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group ended December 31, 2015, the Group s ten largest clients thus accounted for only 20% of its consolidated production. Further, the Group s relations with its largest clients are distributed among various contracts, activity segments and geographic regions, thus reducing its commercial dependence. The Group believes that its broad client base with limited concentration in any given end-market, its long-standing client relationships, the importance of its maintenance contracts, as well as its small average contract size, provide it with a diversified business model poised to earn recurring revenues and, as it has demonstrated in recent years, to effectively address periods of economic slowing Implementation of strict control processes to secure the delivery of strong performance by its local management teams With almost 600 locations, of which over 530 concentrated in its five largest countries, the Group operates a dense local network sharing common processes with a view to ensure consistency and strong performance by local management teams. The Group s management closely monitors the deployment and implementation of these processes; in particular, during the integration of new companies, the Group monitors implementation, in newly acquired entities, of its own practices that are specific to it, including proactive risk management through the implementation of common financial processes, control of local management teams, and highly developed reporting systems. The Group has developed standardised best practices, specifically with regard to the management of working capital requirements and invoicing methods, in all the countries in which it operates. Through a rigorous contracting structure as well as strict invoicing procedures, the Group provides for effective collection of its receivables, thus contributing to the generation of high cash flows. The Group s strategy emphasises flexibility, local decisionmaking and responsibility by business management, in order to adapt to local conditions and take advantage of swift response times to upcoming market opportunities, whilst leveraging on shared best-practices and expertise throughout the Group. Under the oversight of the Group s general management, local management teams are empowered and incentivised to steer focus on local opportunities and source add-on acquisitions (within strict criteria and limits set at Group level), and they are directly responsible for the successful integration of these new acquisitions. The competence and experience of its local management teams have allowed the Group to develop a strong business culture thriving on strong performance and risk management, which rewards teamwork, individual merit and initiative through clear incentives. The Group believes that this embedded culture of local management, fostering high employee motivation and commitment at all levels of the organisation, is key to rolling out its strategy and successfully reaching of its goals (see Section 6.3 of this Registration Document) Capitalising on secular growth drivers The Group believes that its integrated technical services offerings and leading position as the independent European leader (1) allow it to seize growth opportunities, capitalising on secular long-term drivers and megatrends in the various end-markets in which it operates. The Group also believes it is geared to benefit from the anticipated growth in certain markets (in particular in Europe and in the area of technical energy-related services). Such growth drivers and megatrends include (i) a general tendency towards outsourcing by companies of the highly technical services offered by the Group, (ii) the strengthening of environmental standards and growing concern for ecoresponsible consumption of energy, (iii) enhanced focus on energy efficiency, (iv) shifts in mix of energy production and distribution, (v) deployment of new technologies and service innovation, (vi) trends towards home automation and smart building equipment, as well as the technological convergence of communications systems (in particular in the areas of cloud computing and external serving hosting segments which are expected to be in high demand), (vii) renewal and upgrade (1) Company s estimates based on its 2015 production and the revenue published by the Group s main competitors for the financial year ended December 31,

44 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group of infrastructure and (viii) an increased need for technical services in the oil, gas and nuclear energy industry. As fossil fuel trends toward scarcity and its price continues to rise over the long term, and as concerns over climate change are heightened, local and national authorities, corporate clients and public opinion are increasingly demanding socially responsible energy consumption. The Group believes that many of its technical services solutions and the innovative service offerings it is developing, such as those in the areas of nuclear energy, renewable energy production, the installation and renovation of infrastructure, smart energy networks and optimisation of IT systems, involve maximising energy efficiency and savings. The Group also has recognised expertise in many of the technical solutions required to improve environmental efficiency. It believes it is well positioned to take advantage of the strong growth potential in the green economy, with customers for whom energy efficiency and sustainable development are a key area of concern. In the oil & gas industry and despite the recent lower oil prices, the Group believes it is positioned to benefit from the foreseeable long-term increase in demand for technical services in order to satisfy the current need in maintenance services for highly utilised and ageing existing oil & gas production facilities (brownfield) and the additional need for technical services related to upcoming investments in extreme zones and conditions (such as operations in very deep waters). Additionally, the need for more complex services relating to exploration and extraction, which the Group believes will increase due to the fact that such processes are taking place in more challenging environments and circumstances (including heightened operational complexity, a strengthening of applicable regulations and more stringent HSE standards globally), will continue to offer growth opportunities. In the nuclear industry, due to the age of the plants and decisions made to extend the lifetime of reactors, the Group believes its leading position in France will allow it to benefit from increased demand for renovation works and upgrades, as well as maintenance services. The Group further believes it is positioned to capitalise upon the demand created by increasingly stringent safety and operational regulations applicable to nuclear plant operators, as well as by anticipated decommissioning and investments in new plants, in particular in France and the United Kingdom An accretive reinvestment of high organic cash flows in add-on acquisitions The Group believes that the technical services industry in which it operates remains a structurally fragmented industry across Europe offering considerable scope for consolidation and external growth opportunities, with potential for the acquisition of local players, particularly the United Kingdom, the Netherlands, Germany and Northern Europe. Since July 2006, the Group has successfully made 98 acquisitions (including 96 bolt-on acquisitions) with significant accretive valuation multiples and representing a total acquired production of almost 2,700 million and an amount of cumulated acquisitions of approximately 935 million, through a disciplined approach to screening and by selecting acquisition opportunities through the application of strict financial criteria (specifically reflected by an average EBITA acquisition multiple of 7.0x, reduced to 5.7x for bolt-on acquisitions). Led by a dedicated and experienced team leveraging on the strong involvement of local teams in the identification and subsequent integration of acquired entities, the Group is concentrating on (i) developing the geographic density of its facilities, (ii) strengthening its offering for existing operational entities, and (iii) establishing platforms with critical mass from which to build on in chosen markets where the Group does not benefit from a pre-existing local footprint. The execution and success of the Group s external growth policy are favoured by its in-depth knowledge of the markets and its various players, which have specifically allowed it to undertake the majority of its acquisitions bilaterally (and not as part of competitive processes), as well as to maintain a pipeline of targets that are clearly identified and constantly updated. Moreover, the generation of high levels of available cash flows has allowed the Group to self-finance most of its external growth over the last three years. Since 2007, the Group has demonstrated its capacity to rapidly and efficiently integrate acquisitions and to improve postacquisition operational effectiveness with a proven capacity to systematically implement its standardised practices with regard to financial and reporting procedures, as well as to improve financial performance, particularly with regard to the generation of operating cash flows. With its demonstrated ability to successfully integrate acquisitions and accurately identify acquisition opportunities, the Group believes it is well positioned to seize external growth opportunities and participate even more actively in the industry consolidation going forward REGISTRATION DOCUMENT 2015 / SPIE SA

45 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group Attractive financial performance with strong visibility The Group believes it has successfully delivered revenue growth, margin expansion and high cash conversion year after year. The Group has demonstrated a solid history of growth in earned revenue, and improved profitability (measured by its EBITA margin) in all its activity segments since 2005, with production increasing from 2.3 billion in 2005 to 5.3 billion in 2015, EBITA increasing from 75 million to 351 million and EBITA margin growing from 3.2% to 6.6% during the same period. Performance indicators Production (in millions of euros) 2,332 2,652 3,116 3,625 3,664 3,661 3,984 4,115 4,563 5,220 5,297 EBITA (in millions of euros) Cash Conversion ratio (%) N/A N/A The Group has been able to achieve this performance specifically though (i) proactive management of its business portfolio, which has allowed it to focus on the most attractive and profitable market segments, (ii) ongoing optimisation of its organisation, specifically through simplification of the Group s hierarchical structure, (iii) strengthening of its network density, which has allowed it to offer broader coverage to its clients and increase its proactiveness in the face of local demand, as well as its productivity, (iv) a policy of strict performance benchmarking within each of the Group s subsidiaries, (v) a more high-performance procurement organisation, (vi) extensive adaptability of its cost basis, as well as (vii) a proactive and efficient external growth policy that has allowed it to take positions in new markets and regions and enhance its offerings. Additionally, the multi-technical services industry in which the Group operates is characterised by low capital expenditures. Thanks to its financial policy historically focused on profitability and its structurally negative working capital requirements, the Group believes it benefits from high cash flow generation, which has allowed it to rapidly deleverage its net indebtedness and will continue to help it pursue its accretive external growth strategy A strong corporate culture, championed by a highly experienced management team The Group is managed by a team consisting of 17 members of the General Management Committee in addition to the Chairman & CEO, with extensive experience in the multi-technical services industry and an average experience of 17 years in the Company. Driven by this team, the Group has developed a strong business culture based on solid fundamentals, including: a deep pool of qualified divisional and country managers further supported by a highly skilled workforce with a recognised degree of technical expertise at all levels (as of December , 96% of the Group s employees were qualified); an emphasis personnel development and safety through institutionalised training, talent recognition and bestin-class HSE procedures ensuring a favourable work environment and a high level of employee retention compared with industry peers; and an alignment of interests with its employees (approximately 53% of whom are shareholders of the Company) coupled with a global incentive policy for all employees, ensuring a common sharing of the Group s strategic vision and goals. Under the leadership of this highly experienced management team, the Group has achieved revenue and profit growth, both organically and through the successful integration of numerous targeted acquisitions, margin expansion across all operating segments, and implementation of measures resulting in strong cash flow generation and an attractive and stable financial profile. The Group believes that the industry knowledge of its senior management team, the skills of its local teams and their ability to deliver, will continue to help the Group implement its value creation strategy. 43

46 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strategy 6.3. STRATEGY The Group is focusing its development and its offer on four strategic segments: Smart City, including the smart layout of cities, particularly for communications infrastructure, mobility, group equipment and safety; E-fficient buildings, i.e. a service offering for energy performance ranging from design to the operation and maintenance of low-consumption buildings; Energy, covering services offered by the Group in the areas of energy, particularly nuclear energy and renewable energies, as well as Oil & Gas; and Industry Services, covering the various areas of industry services. Relying on its expertise in each of its activities, the Group has focused its strategy on the following principal lines Capitalising on long-term structural growth factors to continue fostering organic growth greater than the change in GDP through the cycles Capitalising on growth opportunities in its key markets Benefiting from the quality of its integrated services offerings and its position as an independent European leader, (1) the Group seeks to capitalise on the attractive growth opportunities offered in the various markets in which it operates. The Group specifically hopes to benefit from the growing trend toward outsourcing of technical services in the manufacturing and retail sectors by businesses seeking to reduce the share of their fixed costs, increase the visibility of their maintenance budgets and limit costly and risky internal maintenance work. The Group is also pursuing the diversification of its activities. This diversification covers first of all the end-markets targeted by the Group so as to further extend its scope of activity. With increasing use of technology in equipping buildings, particularly for automation, safety and comfort measures and energy efficiency, the Group is positioned in the enhanced outsourcing of technical services required due to the complexity of the facilities. The Group also aims at benefiting from the development of the demand for smart solutions, combining information and communications technology, and electrical and mechanical equipment with, for example, the development of smart systems that optimise energy expenses. The Group also seeks to pursue the geographic diversification of its activities by seizing opportunities that arise in regions or countries where its presence is limited or non-existent, as with the acquisition of Hochtief s Service Solution activities in Germany in The Group also intends to continue reinvesting part of its available cash in targeted acquisitions, mainly in Europe, as it did during the financial year ended December 31, 2015, mainly with the acquisitions of the business of Numac, a leader in technical and industrial maintenance services in the Netherlands, Leven Energy Services, operating in energy distribution and transmission network services in the United Kingdom, and lastly the acquisition of Hartmann Elektrotechnik GmbH in the ICT sector in Germany Serving the development of the green economy The Group seeks to contribute to and benefit from the development of the green economy, fostered by the long-term increase in energy prices and domestic and international concerns over climate changes, which are pushing public and private entities to implement systems to optimise energy expenditures. It is strongly positioned to address problems of energy efficiency and energy savings. The Group seeks to concentrate on services aimed at enhancing its clients properties, reducing their energy bills and addressing their sustainable development challenges. It will thus continue to develop its expertise in state-of-the-art areas such as energy efficiency, smart grids and information and communications systems that enable working together while limiting travel. Furthermore, with the spread of renewable energies, the Group is continuing to develop a line of services in the fields of hydroelectricity, solar and wind power, as well as techniques such as anaerobic digestion and waste combustion. (1) Company s estimates based on its 2015 production and the revenue published by the Group s main competitors for the financial year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

47 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strategy Capitalising on sectorial trends promoting specialty segments In the oil and gas sector and despite the recent lower oil prices, the Group is seeking to contribute to the expected increase in demand in the long term, in terms of both the need for maintenance due to the high utilisation rates of production sites, and the need for new technologies and more complex services involving exploration and extraction. The Group seeks to strengthen its presence throughout the entire production chain, from support to operations, both onshore and offshore. The Group is also positioned to address the increasing need for efficiency and production security. Moreover, it seeks to contribute to the growth in production and the transport of fossil fuels, as illustrated by its 2013 acquisition of the Plexal group, an engineering business with expertise in liquefied gas facilities. In the nuclear sector, the Group seeks in particular to seize opportunities inherent to the implementation of the Grand Carénage plan, an investment programme rolled out from 2015 to 2035 by EDF, a client the Group has served for a number of years. The Group seeks to play a critical role in deploying this plan, which is aimed at guaranteeing and increasing the availability of nuclear plants as well as extending their lifetime beyond 40 years. The Group is also seeking to capitalise on the demand created by the more stringent safety requirements applying to facilities and more generally the structuring of nuclear activities, particularly as part of the standardisation required by the French Nuclear Safety Authority (Autorité de sûreté nucléaire) concerning all nuclear sites, following the Fukushima accident in Japan. Finally, the Group is seeking to strengthen its offerings relating to the decommissioning and rehabilitation of facilities, a market in which the Group expects to see growing demand from its customers, particularly due to the aging of the nuclear facilities Pursuing a rigorous operational management policy, by concentrating on generating income and cash flows The Group seeks to retain and further develop the effectiveness of its operational management and the quality of its services, to increase the value of its offering, as well as its margins and cash flows. To that end, the Group will further strengthen its rigorous selection policy for the projects in which it is involved, as well as contract management, to increase its profitability by concentrating on contracts with the highest margins. It also aims to improve its procurement procedures and conditions, to manage even better its cost structure. It hopes to strengthen its monitoring of responses to calls for bids and, more generally, implement closer management of costs and risks associated with contract implementation and project management as a whole. The Group seeks to closely associate all its employees with the rigorous management policy, oriented toward financial performance, to control its costs, optimise its investments and control its working capital requirements to strengthen cash flows. It will thus continue to implement a variable incentive compensation policy for its employees, based particularly on the Group s financial performance and safety-related performance Strengthening its presence by participating in sectorial consolidation Although the technical services market has experienced some consolidation in recent years, its structure remains fragmented, with numerous small or mid-sized players, offering important scope for external growth opportunities for the Group, particularly in Germany, the United Kingdom, the Netherlands and Northern Europe and globally on all markets. Benefiting from its internally generated operating funds, the Group seeks to pursue a strengthening of its market coverage and expand its range of offerings, either through acquisitions of limited size in regions where it believes its network is not as dense or where the range of its products needs to be supplemented, or through larger acquisitions to expand its international coverage or diversify its offerings. This strategy is inspired by the French example where the Group has both a dense network in most regions, and a robust offering of services. The Group benefits from the experience of its acquisition activities team, through regional teams responsible for identifying and analysing addressable local targets and ensuring the successful integration of acquired companies within the Group. Strengthened by a reservoir of clearly identified addressable targets, the Group will thus continue to analyse external growth opportunities through a rigorous selection, audit and monitoring process, allowing it to ensure that completed 45

48 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position acquisitions are then successfully integrated and their operating efficiency enhanced, making external growth an essential source of value creation Maintaining recurring revenue flow with strong visibility The Group s objective is to maintain a high level of recurring activity, specifically by continuing to focus on asset-support and maintenance services, which offer strong visibility for revenue growth while offering some protection against changes in the economic environment. Beyond asset support and maintenance services, the Group seeks to increase its recurring activities by continuing to develop locally and by strengthening its long-term client relationships. Specifically, it relies on the strength and momentum of its local teams which, through almost 600 locations, assist the Group s clients in 35 countries throughout the world. The Group also seeks to strengthen the revenue generated through these recurring activities to maintain high cash flow generation and pursue its dynamic external growth policy, thus strengthening and diversifying its activities Continuing to broadly associate its employees with the Group s performance A critical factor in the Group s success is its employees adherence to the Company s plan and their sharing of common values. The Group has sought to broadly associate its employees with the Company s performance by implementing employee shareholder measures in 2006, 2011 and 2015; in this latest operation, more than 14,000 employees participated in the employee share offering, thus leading to approximately 20,000 the total number of employee shareholders. An active employee shareholder policy is a strategic foundation for the Group s profitable development. To that end, the Company seeks to continue its policy of employee profit-sharing and to continue to expand the scope of the profit-sharing instruments implemented for its employees MARKET OVERVIEW AND COMPETITIVE POSITION (1) The Group is the independent European leader in multi-technical services (2), with a strategic focus on regions in which the market structure and growth dynamics match the Group s business model and allow it to take leading positions. The European multi-technical services market is characterised by high disparities depending on the country; therefore the presentation below sets forth an analysis of the markets with regards to the main countries in which it has a presence. As of the date of this Registration Document, the Group is the leading independent player in France in a market characterised by a gradual shift from the local player level to larger national actors. The Group also benefits from a strong and growing presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland, where it considers itself to be amongst the main players Multi-Technical Services (3) The Group is developing its offerings of multi-technical services in France, Germany, Switzerland, Central Europe and North-Western Europe (particularly the United Kingdom, the Netherlands, Belgium and Portugal). In each of these countries, the multi-technical services market is made up of the following end-markets: tertiary sector: comprising principally office buildings, retail and healthcare; (1) Unless stated otherwise, data on market size, particularly for past or future growth, as well as the Group s competitive position and market shares, are based on levels of total revenue of the players in the sector in question. (2) Company s estimates based on its 2015 production and the revenue published by the Group s main competitors for the financial year ended December 31, (3) Except for France, data mentioned in this Section do not take into account ICT activities REGISTRATION DOCUMENT 2015 / SPIE SA

49 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position industry sector: including in particular pharmaceuticals, petro-chemicals, automotive and aerospace; infrastructure: including energy, transport and telecommunications infrastructure operated mainly by large national companies; local authorities: including all public buildings (excluding hospitals) and infrastructure owned by regional and municipal authorities (schools, research centres, libraries, city halls, public lighting, etc.); and residential buildings: where the Group has a limited presence, mostly addressed by small local players France Market trends The Group believes that the French multi-technical services market, in which it operates (i.e., not including residential dwellings), generated total revenues of approximately 31 billion in 2015, down approximately 3% on The net drop in public investment (State, local authorities) impacted volumes, whilst activity with the private sector fell slightly. In the private sector, activity with clients in the industry and infrastructures was maintained at the same level, whereas the Trade and Services segments saw a slight decline. Competitive environment The French multi-technical services market is structured around four types of players: large subsidiaries of leading French construction groups (Vinci Energies, Eiffage Energie, Bouygues E&S); subsidiaries of energy groups (Engie, EDF); large national independent players (SPIE, SNEF); and a large number of small and medium-sized regional and local players, basing their strategy on proximity and customer relationships. The five largest players covered approximately 37% of the market in Major players now offer all types of services and cover all end-customer markets. In 2015, in a French market that is still fragmented, although more consolidated than other European markets, the Group believes it is the third largest player, with a market share of approximately 6% (1) Germany & Central Europe Germany Market trends The German multi-technical services market generated total revenues of approximately 80 billion in With the acquisition of the Hochtief Service Solution activities in 2013, Germany is now the Group s second-largest market. After having seen growth of approximately 5% per year over the period 2010 to 2015, the German multi-technical services market should continue to grow. This development is boosted by the development in outsourcing and subcontracting technical services. In fact, clients present on this market are opting increasingly for multi-technical service providers so as to group their subcontracting contracts and build lasting contractual relations (source: 2015 Lünendonk Study). Competitive environment The German multi-technical services market is structured around six types of players: technical solution providers for major installation or renovation projects (Caverion, Cofely, ROM Technik); technical facilities management players (SPIE, Bilfinger, Strabag, Wisag); energy management service providers (SPIE, Cofely, Getec, public and private energy suppliers); specialised industrial services providers (Voith Industrial Services, Wisag, Bilfinger); integrated non-technical (cleaning, restoration) facilities management players (Sodexo, Wisag, Compass, Dussman); and various local players. The Group is the fifth largest player in facilities management in Germany with a market share of approximately 1% in 2015 (on the relevant market for renovation and maintenance business). The market is highly fragmented, even though the largest players have grown by engaging in various acquisitions in recent years. This trend should continue (source: 2015 Lünendonk Study). Pressure from competition is still a major issue on the German market, in a context where the various players seek to progressively penetrate their competitors service segments. (1) Estimate based on the Group s production for the financial year ended December 31,

50 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position North-Western Europe United Kingdom Market trends The UK multi-technical services market generated total revenues of approximately 23 billion (1) in At constant exchange rate, it did not grow this year. Indecision regarding major infrastructure projects and efforts being made to reduce public spending in particular continue to have an adverse effect on the market. Although business activity seems to be improving slightly, pressure on prices remains strong. Lastly, the financial difficulties faced by the main contracting players are a threat to the British market. Competitive environment The UK multi-technical services market is structured around four types of players: integrated construction groups (Balfour Beatty, Skanska, Laing O Rourke); multi-technical service specialists (NG Bailey, SPIE, Forth Electrical, Imtech, T. Clarke, Lorne Stewart); operators core in other services with M&E offering (SSE, InterServe); and a large number of small and medium-sized regional and local players. The UK multi-technical market is highly fragmented. The Group believes it is one of the three largest players in the UK multi-technical market, with a market share of approximately 2% (2) The Netherlands Market trends The Dutch multi-technical services market generated total revenues of approximately 11.8 billion in Going forward, the Dutch multi-technical services market should in particular benefit from a large grid renovation program. Competitive environment The Group believes it is the second largest player in the Dutch multi-technical services market with a market share of approximately 4% in This market is rather fragmented, as the five leading players account together for a market share of approximately 25% in Belgium Market trends The Belgian multi-technical services market generated total revenues of approximately 4.4 billion in 2015, slightly up on The main growth vectors are increased outsourcing of multitechnical services by industrial and tertiary clients, renewal and transformation of the industrial network, and also investment in the health sector. Competitive environment The Belgian multi-technical services market is rather consolidated, the five largest players amounting to approximately 38% in The Group believes it is the third largest player, with a market share of approximately 6% in Communications The Group operates on the Information & Communication Technology Services market, which covers infrastructures for networks, telecommunications and information systems, and communications, video and data application services, primarily in France, Germany, Switzerland and the Netherlands. Market trends On the French market, the Group s activities are exclusively focused on IT services. This market was valued at approximately 10 billion in Growth on this market was approximately 1% in The main medium-term growth factors are cloud computing, which is the principal enabler of the digital transformation, the digital sector, and the user experience. Mobility and information systems security services will continue to contribute to market growth. (1) GBP 18 billion. (2) Estimate based on the Group s production for the fiscal year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

51 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position Its aim is to provide a global offer of advice-engineeringintegration services, IT outsourcing, maintenance and operated/cloud services in the technological perimeter of Unified Communications & Collaboration, IP Infrastructures and Security, data centres and the Internet of Things. Service offers are made up of two activity segments: Consultancy-engineering-integration services encompassing advice, design of architecture and technological integration intended to (i) construct communications, collaboration, local network and wider network solutions (Lan/Man/Wan); (ii) make efficient, mobile and secure work environments available to users, and (iii) implement systems infrastructures suitable for the digitalisation of businesses and companies; Communication and information system support and operation services, in order to guarantee availability of applications: (i) IT outsourcing services for user environments, communication and collaboration systems, network and systems infrastructures; (ii) technological expertise services and solutions; and (iii) maintenance services associated with technologies. Competitive environment The communications services market remains highly fragmented, with a very large number of local players. The six largest players currently represent approximately half of the market. The Group believes it is the second largest player in this market Oil & Gas and Nuclear Oil & Gas Market trends The Oil & Gas technical services market covered by the Group (Africa, Middle-East and Asia-Pacific), which had generated total revenues of approximately 12 billion in 2014, experienced a marked decrease in 2015, to reach approximately 9 billion. Visibility on levels of activity in the short- and medium-term is limited. In a context of a depreciated price per barrel which shows no signs of recovery, oil customer investments should remain low, or continue to fall, whilst new initiatives for reducing their operating spending are expected. Downstream oil markets (refining and petrochemicals) are, for their part, less affected by the drop in price per barrel, in particular in the Middle East. The market for technical services to the oil and gas industry covered by the Group comprises three segments: production and maintenance segment, which comprises the operation and maintenance of production facilities on behalf of oil companies (workforce and equipment); new build projects segment, which comprises engineering, procurement and construction (EPC) of new offshore and onshore production facilities; and renovation projects segment, which comprises engineering, procurement and construction (PRC) upgrade of existing offshore and onshore production facilities. Competitive environment The major players in multi-technical services, in which the Group is active, are the Group, Dietsmann, Cegelec O&G, Saipem Ops and, to a lesser extent, WoodGroup, Petrofac or Ponticelli. The Group considers that it has a market share of approximately 10% (1), making it one of the major players on the technical assistance and operating maintenance markets. The rest of the market is highly fragmented, with a very large number of small local and regional players, as well as temporary technical staff providers Nuclear Market trends The market of multi-technical services generated by the production of nuclear electricity, represented revenues of almost 2 billion in 2015 (ordinary maintenance expenses and investments in the French nuclear power plants). This market should continue to grow during the coming years thanks, in particular, to the renovation work linked to extending the lifetime of plants (the Grand Carénage program), and to what are known as the post-fukushima changes (increased security following the accident in Fukushima). (1) Estimate based on the Group s production for the fiscal year ended December 31,

52 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities As a reminder, the construction of new plants should be launched from 2030, with the construction of the EPR, EDF and AREVA considering a New Model EPR which is more easily exportable. Besides, dismantling remains, for the time being, a future market for EDF. This market is characterised by a strong concentration of clients, with EDF, Areva and the Commissariat à l énergie atomique et aux energies alternatives being the three major players. Competitive environment The five largest players account for approximately 66% of the market. The market is quite consolidated, with few players having the expertise and qualifications needed to work in the specific environment of conventional nuclear plant islands. The Group believes it is among the three largest players in the multi-technical nuclear industry services market in France with a market share of approximately 10% (1) DESCRIPTION OF THE GROUP S PRINCIPAL ACTIVITIES The Group provides multi-technical services, in electrical, HVAC and mechanical engineering services, in three geographic regions: France, Germany and Central Europe, and North-Western Europe. The Group also offers, services and support in those geographic regions dedicated to information and communication systems infrastructure, telecoms services and security and safety of buildings. As part of its Oil & Gas and Nuclear activities, the Group also offers multi-technical services in specialised sectors of the oil & gas and nuclear industries. The Group operates its Oil & Gas activities in more than 30 countries, while its nuclear activities are primarily based in France General presentation The Group s principal activity consists of providing multitechnical services (Mechanical and Electrical Services (M&E) which covers design, installation, extension and renovation of mechanical, electrical and heat systems, ventilation and air conditioning, and Technical Facility Management (Tech. FM), which covers operation and technical maintenance of clients facilities in three geographic regions: France, Germany and Central Europe, and North-Western Europe). It also provides services in IT facilities and communication networks (infrastructure, improvement and maintenance of communications systems, voice, data, images and information), telecoms services facilities, building technologies (integrated security and safety) and process engineering and implementation (instrumentation, automatic controls, robotic, industrial computing, transport schemes management) (Information & Communications Technology Services ICT) mainly in France and North-Western Europe. For the financial year ended December 31, 2015, Mechanical and Electrical Services, Technical Facility Management activities and Information & Communications Technology Services respectively accounted for a production of 2,308.5 million, 1,810.0 million and 1,184.6 million, i.e. 44%, 34% and 22% of the Group s consolidated production Mechanical and Electrical Services and Technical Facility Management The Group supports its clients in designing, building, extending, renovating, and support in operating and maintaining their facilities, through its expertise in electrical, HVAC and mechanical engineering services. Through these services, the Group offers solutions that allow its clients to control their energy consumption, specifically by means of customised technologies, arbitrage between fossil and renewable energies, and operational support, allowing them to reduce their energy expenses by up to 50%, particularly in the context of energy performance contracts, pursuant to which the Group commits to reducing its clients expenses to a certain level. (1) Estimate based on the Group s production for the fiscal year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

53 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities Electrical engineering In the area of electrical engineering, the services offered by the Group include procurement of high- and low-tension facilities. The Group is also active in renewable energy production, specifically at wind or photovoltaic plants that may be parts of turnkey procurements of complete facilities, including connection to the electricity transmission network. The Group is also active as an integrator in the public lighting sector. It offers the installation of smart lighting points, which can be controlled remotely by regulating systems that allow for differentiated lighting, thus optimising energy expenditures. It is also active in the enhancement of architectural assets, including illumination solutions. It installs three-colour traffic lights, as well as video-protection systems consisting of the installation of cameras and provision of image storage systems. The Group s services also include the installation of charging stations for electrical vehicles, airport runway sweep systems, highway information signs and highway equipment for toll roads and tunnels. In building interiors, the Group s services cover all electrical equipment, from transformers to power supplies for wall outlets, including electric switchboards. To mitigate potential network failures, the Group is able to offer secured power supplies by installing inverters equipped with batteries and electrical generation groups. The Group also implements smart lighting (in the tertiary sector as well as in manufacturing and residential), to optimise energy consumption using motion detectors or ambient lighting. The Group also offers services related to low-voltage transmission for security and building-control systems, as well as telephone and computer networks. In the manufacturing sector, the Group offers all electrical power services for machinery, engines, valves, and implementation of production lines for metering and regulating instruments, as well as automation systems for the management and supervision of industrial processes HVAC engineering The Group has expertise in HVAC engineering. It primarily offers design, installation and renovation services for heating, ventilation and air conditioning. Specifically, the Group is active in the installation of wood- or gas-fuelled boilers, as well as those fuelled by recycled materials, such as household waste or even biogas from manufacturing or agricultural processes. It installs cold production plants, compressors, heat pumps and geothermal systems, and provides for the routing and distribution of fluids or hot or cold air through networks of pipelines or conduits, ventilators and pumps. The Group also provides for the implementation of terminal equipment for the dissemination and regulation of heat (power, temperature). All these facilities are managed by temperature and flow sensors to ensure optimal comfort to users in all climatic configurations. The Group is also active in the area of sanitary plumbing. The Group also offers integrated ventilation and smoke-removal systems (both in highway tunnels and at manufacturing and tertiary sites). Further, it is active in manufacturing processes requiring very high levels of dust control, particularly in the agro-food and pharmaceutical sectors. Finally, the Group designs and installs of cooling, filtration and ventilation systems for technical facilities that generate high volumes of heat, such as computer centres and network cores for telecommunications operators Mechanical engineering In mechanical engineering, the Group operates either through its own workshops, allowing it to offer manufacturing, repair and restoration services for mechanical parts, or by intervening directly at its clients sites. The Group s services specifically include developing customised parts, reconditioning valves, rewinding electric motors, reconditioning diesel engines, and transfer of client sites. Specifically, in the area of rock and sand quarries, the Group designs, manufactures and installs or renovates conveyor belts, screens, grinders, storage tanks and silos. In the aeronautics sector, it offers the design and modernisation of logistical equipment, supports and robots incorporated into assembly lines. Finally, in the area of hydraulics, the Group provides for the sizing and implementation of mechanical facilities for drinking water or wastewater treatment facilities, such as pumps, fluid networks, valves and compactors Technical Facility Management Across all of its business lines in electrical, HVAC and mechanical engineering, the Group s services include (in addition to installation) support for operations and process industrialisation (servicing, preventive and corrective maintenance, repair, small renovation), allowing it to support its clients throughout the entire life-span of their equipment. The Group offers a 51

54 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities wide range of audit and diagnostic services, as well as the necessary mono- or multi-technical maintenance services to operate its clients facilities, including electrical, HVAC and mechanical engineering services. Its expertise in technical facilities allows the Group to commit to availability rates and performance levels for facilities. In energy performance contracts, the Group also commits to the energy performance levels of the facilities for which it is responsible. The Group is also capable of providing, where applicable, Facility Management including one or more technical maintenance services combined with one or more services (including for green areas, reception or restoration) which are subcontracted to external services providers Information & Communication Technology Services The Group holds a leading position in France in the evolving information systems and communications market, mainly through its subsidiary SPIE ICS (formerly SPIE Communications), offering a wide range of solutions and services, from design to information technology management, and a range of operated and cloud computing services, largely in France, Switzerland and, to a lesser extent, in Netherlands and Germany. Over a half than Information & Communications Technology Services activities is represented by IT infrastructure and communication networks. Specifically, the Group offers its clients unified communications services and solutions for voice, data and images, technical infrastructure services and solutions for information systems. The Group also offers integrated, consistent and secure solutions for communications and information systems. Finally, the Group integrates connected objects in its services, particularly in the health sector, with remote diagnostics and patient monitoring applications. The Group also relies on solid service control measures, such as auditing and advising on the architecture and security of IP computer networks, integration and maintenance of IP networks and security equipment, user support, management and support for the operation of networks and systems. The Group offers infrastructure-related services from data centres, such as design, installation, maintenance and support for the operation of such centres. For a complete range of offerings in this activity, services involving the installation of access control and monitoring systems for computer sites form an integral part of the Group s expertise. In the area of IT outsourcing [infogérance] services and maintenance of operating conditions, the Group is continuing its rapid growth, notably with the 2012 acquisition of the APX IT outsourcing subsidiary. These services are offered as part of multi-year client contracts that include a commitment to results with regard to services offered (service level agreement). Over the past ten years, the Group has undertaken a certain number of strategic acquisitions allowing it to expand its range of services. Specifically, in 2010 it acquired Sertig in France, a business specialising in IT outsourcing services, and VeePee, an operator of hosted IP infrastructure and services. Through these acquisitions, to which are added those of APX Infogérance in 2012, IS&P in the Netherlands in 2013 and Connectis in Switzerland in 2014, the Group holds a strong position in this sector, with high demand for services involving the outsourcing and transformation of communications and information systems. In 2014, the Group carried out the acquisition of the German group Fleischhauer which offers a comprehensive portfolio of multi-technical facility services, ranging from the planning, installation and servicing of complex security installations to IT infrastructure, electronic and media technology. Finally, in 2015, the Group signed an agreement for the acquisition of Hartmann Elektrotechnik GmbH, which enables it to reinforce its Information and Communications Technology Services activities in Germany France In France, the Group provides multi-technical and communications services. It is the third largest player in multi-technical services on this market. In the financial year ended December 31, 2015, the France segment accounted for a production of 2,292 million, i.e. 43% of the Group s consolidated production, and an EBITA of 158 million, i.e. 45% of the Group s consolidated EBITA. The majority of customers of the Group in this segment come from retail service provider sectors Mechanical and Electrical Services and Technical Facility Management The Group offers its services through approximately 13,200 employees and a dense network of over 270 sites distributed among five geographic regions, Île-de-France, Northwest, West-Centre, Southwest, and Southeast and East, in which the following subsidiaries, respectively, operate: SPIE Île-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE 52 - REGISTRATION DOCUMENT 2015 / SPIE SA

55 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities Sud-Ouest, SPIE Sud-Est and SPIE Est. The nature of the activities of these companies within the Group is directly influenced by their geographical location: whilst industry is predominant in the east of the country, economic activity in the west is more focused on agriculture and infrastructure. To expand its presence and enhance its range of offerings, the Group is considering acquisition opportunities. Thus in 2015 the Group carried out the acquisitions of Thermat in Haute-Savoie and Villanova in Auvergne, which enabled it to reinforce its technical offer dedicated to the new multiple dwelling unit market. In 2014, the Group carried out the acquisition of the multi-technical group Madaule, which allowed it to increase its presence in southwest France. In 2012, it had already strengthened its position in southeast Île-de-France by acquiring the company INSTEL, which engages in all types of electrical equipment work, both high-voltage and low-voltage, in the manufacturing and tertiary sectors. Finally, in 2011, the Group acquired the SOFIP-ENELAT group, which specialises largely in electricity projects in the new public housing sector, thus allowing it to directly attain critical size and geographic coverage in three major western cities: Nantes, Bordeaux and Toulouse. The Group serves all economic players and sectors (manufacturing, tertiary, ministries and government entities). It has over 10,000 clients for its multi-technical activities. The main Large Accounts clients to which the Group provides electrical engineering services include EDF, Total, SFR, Orange, Airbus and BNP Paribas, as well as the Ministry of Economics and Finance. To illustrate, the information systems division of the Ministry of Foreign Affairs and International Development assigned to SPIE ICS (formerly SPIE Communications) the provision of IT installation and information management services dedicated to the COP21 organised in November In 2015 the Group also accepted a contract relating to electrical installations for accommodations located in Seine-et-Marne as part of the Villages Nature project, initiated by Euro Disney, Pierre & Vacances and Center Parcs, which was one of the biggest European tourism projects. Also in 2015, the Group obtained contracts with a view to the deployment of electric charging stations for electrical vehicles in the département of Morbihan and the Burgundy region. Finally, the Group has been active since 2008 on behalf of Orange, to ensure the maintenance and monitoring of calling and alarm centres at over 10,000 sites, as well as on behalf of BNP Paribas since 2014, in collaboration with Engie, to ensure the electricity supply for a new data centre, as well as the security of three data centres located in France and Belgium. In the areas of HVAC engineering and mechanical engineering services, the Group s clients are, respectively, entities in the tertiary sector, and companies in the manufacturing and infrastructure sector, including, for example, Arcelor-Mittal, Alstom, the Airbus Group, BNP Paribas, Lafarge, Michelin, Peugeot and Sanofi. Specifically, since 2013 the Group has participated in a complete reconditioning of an Arcelor-Mittal blast furnace at Dunkirk. It also provides multi-technical maintenance of the Quatre-Temps Commercial Centre in Paris. In the Technical Facility Management sector, in 2015 a multitechnical maintenance contract with the Louvre Hotels hotel group was renewed and extended, now covering 113 Campanile and Première Classe hotels. With ENI, the Group also won a contract for the maintenance of 165 service stations. And finally, La Banque Postale awarded SPIE a safety-security maintenance contract for 21 financial centres. Maintenance contracts are generally entered into for a renewable term of three years or for a term of one year with automatic renewal (specifically for clients in the public sector) Information & Communications Technology Services In France, the Group offers services to IT infrastructures and application services relating to communication, collaboration, security, monitoring and performance analysis of communications and information systems. It also offers transformation and planning services for communication and information systems aiming to support the digitalisation of companies and professions. Following on from these services, the Group proposes technological integration and support services for the operation of communications and information systems via its subsidiary SPIE ICS (formerly SPIE Communications). Using a network of 70 service points, nearly 60 agencies and approximately 3,000 employees, the Group operates in a range of sectors such as aeronautics, mass distribution, banking and insurance, health and local authorities and State services. The Group has developed solutions and services needed for the design, implementation and IT outsourcing of sustainable and evolving information and communications systems. It assists its clients in defining and implementing their information and communications systems, and in their optimisation, use and appropriation by users. To illustrate, in 2015, the SEB group maintained its confidence in SPIE, asking for its support in the context of that group s digital transformation and, in particular, to handle the migration of its servers to a hybrid cloud. Similarly, a contract with NRJ Group for the comprehensive IT outsourcing of its network was renewed and extended. In addition, since 2014, the Group has been party to outsourcing contracts relating to information systems for five research centres of the French Atomic Energy and Alternative Energy Commission. 53

56 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities The Group seeks to provide its clients with new services while assisting them in the design, implementation and IT outsourcing of more energy-efficient and environmentally friendly infrastructure. A part of the ICT services are offered by the Group through subsidiaries other than SPIE ICS (formerly SPIE Communications). These are services that correspond to telecommunications infrastructure such as the installation of mobile telephone hot spots, the roll-out of very high-speed infrastructure, and connecting customers to fibre optic (particularly as part of FTTH ( Fibre to the Home ) programmes. The Group also provides maintenance services for major telecommunications operators such as Orange. In almost all cases, contracts entered into by the Group as integrator contain maintenance activities associated with providing integration services. These agreements are generally entered into for periods of one year with automatic renewal, or for periods of three years. Contracts under which the Group provides IT outsourcing services have a duration of between three and six years. The Group serves thousands of clients distributed across two categories: Medium-Sized Enterprises (of between 500 and 5,000 users), a market in which the Group is seeking to develop further; and Large Accounts (including large listed companies such as the Airbus Group, ministries and entities such as the Ministry of Defence and the Employment Division). To a lesser extent, the Group also offers its communications services internationally, as part of its participation in Global Workspace Alliance, an international group of nine companies active in the area of IT services and present in over 90 countries Germany & Central Europe The Group operates primarily in Germany, the Group s second largest market, relying on SPIE GmbH, which offers multi-technical services and integrated facilities and energy management services and a global range of network, voice, video and data services on IP, network and building security. In Germany, the Group has almost 60 sites and has approximately 4,800 employees. SPIE GmbH is present in all major German metropolitan industrial regions (Lower Saxony, Hamburg, North Rhine- Westphalia, Rhine-Neckar, Saxony, Stuttgart, Munich, Nuremberg, Berlin etc.). The Group s clients in Germany represent a wide range of sectors: finance, healthcare, transportation, semi-conductors and automobiles, and include private and public players such as Siemens, Daimler, Lufthansa, MunichRE, Commerzbank and several public authorities. In 2015, SPIE GmbH expanded its footprint in Germany. Business was done by both extending or renewing existing contracts, and the conclusion of new contracts. In the M&E services sector, the maintenance contract entered into in 2004 with SI Erlebnis-Centrum, covering heating, air conditioning and drinking water supply systems, was renewed for a term of ten years. The Group also entered into a new contract for a term of fifteen years with Charité Campus Virchow-Klinikum, for the organisation, installation and operation of a combined heating, cooling and electricity production system. A ten-year contract was won with Fujitsu, including the design and installation of a cogeneration plant to enable savings of 2 million. Moreover, in the ICT sector, the Group has entered into a contract with Finanz Informatik for completion of a TIER-IV certified data center. In the Tech FM services sector, the Group has concluded its first contract with Airbus in Germany, for the supply of multi-technical services on five sites in the north of the country, involving a total of 370 buildings and warehouses. These services include commissioning and maintenance of heating, ventilation and air conditioning installations, as well as everyday maintenance of installations and the provision of round-the-clock services. In addition, a contract entered into with Munich Re was extended, before expiry, to Similarly, the Tech FM services contract concluded with Lufthansa Technik AG for its Hamburg site was also extended, before expiry, for an additional two-year period, running up to In October 2015, the Group acquired Cromm & Co GmbH, a company situated in Karlsruhe, specialising in communication systems, network data and the installation of fibre optic and also the supply of associated services. In December 2015, the Group signed an agreement for the acquisition of Hartmann Elektrotechnik GmbH, a company situated in Hamburg and providing a wide range of ICT and M&E services covering communication networks, automated systems, security and engineering technologies and industrial services. Hartmann Elektrotechnik GmbH benefits from a broad and solid client base, made up of well-known industrial players, active in particular in the automobile, aerospace and petrochemical sectors REGISTRATION DOCUMENT 2015 / SPIE SA

57 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities Outside Germany, the Group operates mainly in Switzerland where, with the support of roughly 620 employees (as at December 31, 2015), it offers a wide range of multi-technical services, including through the companies Connectis and Softix acquired in 2014 and allowing it to provide ICT services. The Group also expanded its service offering through the acquisition in 2014 of the companies VISCOM System SA and Vista Concept SA, specialists in voice, data and image integration for smart buildings. The Group is also active in Hungary and Poland to a more limited extent. In Poland, SPIE Polska has, however, created a presence on the market and has developed a good reputation in terms of service quality. In 2015, the company won the Manufacturing Excellence Award 2015 in the category Facilities Maintenance/ Property Management and was elected Facility Management Company of the Year for the fifth consecutive year. In November 2015, the Group assigned 100% of the shares in SPIE Hungaria Kft. to the Hungarian Dome Facility Services Group. In the financial year ended December 31, 2015, the Germany & Central Europe segment generated production of 901 million, i.e. 17% of the Group s consolidated production, and an EBITA of 36 million, i.e. 10% of the Group s consolidated EBITA North-Western Europe In the North-Western Europe segment, the Group believes it is the fifth largest player in the market in the Netherlands, the second largest in Belgium and one of the three largest in the United Kingdom. In the financial year ended December 31, 2015, the North-Western Europe segment generated production of 1,310 million, i.e. 25% of the Group s consolidated production, and an EBITA of 60 million, i.e. 17% of the Group s consolidated EBITA United Kingdom The Group operates in the United Kingdom via its subsidiary SPIE UK which, as at December 31, 2015, had over 3,200 employees on around fifty sites, offering a range of technical and assistance services covering mechanical and electric design, installation, testing and commissioning, as well as maintenance and long-term facilities management. The Group s presence in the United Kingdom is due primarily to the acquisition of the companies Matthew Hall in 2007 and EI WHS in This presence was strengthened in 2014 through the acquisition of Scotshield, a company offering a range of installation and maintenance services for fire detection, access control and CCTV. In addition, in 2013, the Group carried out the acquisition of the companies Alard, an electrical engineering business based in Manchester, and Electricity Network Solution Ltd, which allowed the Group to access the British market for engineering services for electricity transmission and distribution networks. Finally, in 2012, the Group also acquired Garside and Laycock and in 2013 joined the British business of Hochtief Service Solution, to facilitate its growth in northern England and strengthen its facilities management business. In July 2015, the Group acquired Leven Energy Services, whose turnover amounted to approximately 53 million in 2014, and thus expanded its range of services to the energy distribution networks in the United Kingdom. The Group s clients in the United Kingdom are both public sector and private sector entities; including Rolls Royce, the Ministry of Defence, J.P. Morgan, Scottish Power, Lloyd s, Royal Mail Group, as well as Semperian. In 2011, the Group undertook the installation of lighting in the first British road tunnel equipped with linear LED lighting. In 2012, it participated in restoration of the buildings of West Thames College by improving the facilities energy efficiency. Since 2013, it has been involved in the construction of the new ultra-high technology children s hospital of Cardiff. The fifteen main clients of the Group in the United Kingdom represented around 57% of the Group s production in the United Kingdom for the financial year ended December 31, Across a market that is still unconsolidated, the Group believes it is one of the three largest players in its sector. Specifically, it has developed particular expertise in 3D energy modelling, through dedicated tools that allow for the calculation and justification of investments to improve energy performance in existing buildings, allowing it to position itself as an EDF Energy partner in renovation contracts originating from the socalled Green Deal government initiative. The Group also has strong expertise in the management of critical environment facilities (bank trading desks, pharmaceutical production lines, data centres) and is developing the capacity to intervene in national multi-site contracts, particularly in the retail sector The Netherlands Primarily through its subsidiary SPIE Nederland, the Group has been active in the Netherlands since 1997 in several phases of design, construction and maintenance in various environments: network systems, energy facilities, bridges, locks, manufacturing sites and buildings. It also offers 55

58 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities maintenance consulting services and develops inspection and maintenance software for manufacturing facilities and networks. As of December 31, 2015, the Group had over 50 locations in the Netherlands and nearly 3,400 employees. Its presence has been strengthened in recent years, specifically by the acquisition of the business of Numac in May 2015, leading industrial maintenance and technical services provider for the industry, the acquisition concluded in December 2015 of the Jansen Venneboer group, independent provider of installation and maintenance services for wet infrastructures, the acquisition of IS&P in 2013 from the Dutch operator KPN, the activities of which consist in the installation, maintenance and management of communications infrastructure for voice and data, and the acquisition of Gebr. Van der Donk in 2012, which specialises in the deployment and maintenance of fibre optic networks and primarily of private-use networks (FTTH). These last two acquisitions allow the Group to offer a complete line of digital connectivity services. The Group is active in the Netherlands for both public and private sector clients, such as KPN, TenneT, Shell, BP, Vopak and Sitech. In 2015, the Group was involved, among other things, in work on extending the Botlek bridge, the highest vertical lift bridge in Europe (energy installation and electrical operating systems), and in modernisation of the cooling system at the Dutch subsidiary of the Sabic group, one of the leading international chemical companies Belgium The Group operates in Belgium and in Luxembourg through its subsidiary SPIE Belgium, which has 17 sites in total in Belgium, and approximately 1,600 employees, allowing it to offer a global range of multi-technical services. Belgium is one of the Group s oldest markets, as it has been active there since This position has been strengthened in recent years, particularly in 2013, with the acquisition of the Devis group, which specialises in the HVAC engineering sector (installation and maintenance), in 2012 by its acquisition of the businesses of the Vano group (G. Van Overschelde, Vano Electro and Vanogroep), active in electrical projects and the solar panel installation sector and in 2011 by its acquisition of the company Chauffage Declercq which specialises in HVAC engineering (installation and maintenance). The Group has also traditionally been present in Luxembourg in the HVAC engineering sector (installation and maintenance). At the end of the 2015 financial year, SPIE Belgium signed the acquisition of the company CRIC, specialising in maintenance and work on installations in the HVAC engineering sector. The Group s client portfolio is balanced, and its clients operate in the public as well as the private sectors. The services provided by the Group are focused on high-voltage electricity, low-voltage electricity and ultra-low voltage, instrumentation and pipelines for the manufacturing and infrastructure sectors, and also on multi-technical services for the commercial sector. In the manufacturing sector, the Group is active with major industrial players such as Total, J&J, Solvay, BASF, Exxon, GSK and AKZO, and financial players such as ING for maintenance work and engineering projects. The Group is also active through a number of SMEs. In the area of infrastructure, the regions (Brussels, Flanders and Wallonia) and public transport (the STIB in Brussels, De Lijn in Flanders and the SNCB nationwide) are the Group s major clients, both for engineering projects and for recurring work. The services offered by the Group specifically concern the maintenance of technical facilities in buildings and transportation infrastructure (particularly tunnels and traffic information systems), the installation and maintenance of elevators and the assembly and replacement of electricity and gas meters. In addition, the Group is a major player in the area of HVAC engineering services, and holds a solid engineering position in the hospital and banking sectors and in office building renovations. In 2015, the Group carried out the entire electricity distribution installation on the new lock at Lanaye, a strategic naval hub between France, Belgium, the Netherlands and Germany. It also executed a multi-technical contract for AKZO in the context of construction of a new plant. The Group was also selected for the construction of a new hospital in Liège (HVAC engineering works). Finally, the bank ING entrusted the Group with maintenance of its branches throughout Belgium from January 1, Morocco and Portugal The Group operates in Morocco through its subsidiary SPIE Maroc, which employs approximately 900 people and has five facilities, in Casablanca, Tangiers, Rabat and Marrakesh. The range of services offered by the Group covers all multi-technical services and specifically includes high- and low-voltage electrical equipment projects, the deployment of mobile and fixed communications infrastructure, and the manufacture of very high-tension pylons and GSM through a dedicated workshop, supplemented by a boiler and carpentry unit. The Group also offers a global range of maintenance services. In Portugal, the Group initiated a sale process of its subsidiary TecnoSpie SA. This process is still ongoing as of December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

59 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities Oil & Gas and Nuclear In the financial year ended December 31, 2015, the Oil & Gas and Nuclear segment generated a production of 794 million, i.e. 15% of the Group s consolidated production and an EBITA of 77 million, i.e. 22% of the Group s consolidated EBITA Oil & Gas The Group offers a wide range of services in the Oil & Gas sector to assist its clientele, consisting of major players in the oil sector, national oil companies, manufacturers and engineering companies, particularly in the chemical and petrochemical industry. The Group believes it is the leading global player in its reference markets in services for the oil and gas industry. Its activities cover four principal business lines: well and geo-sciences services, EPC (Engineering, Procurement and Construction) projects and related services, operations support and skills development. Through its subsidiary SPIE Oil & Gas Services, the Group provides services and expertise in the phases of exploration, onshore and offshore production, and refining and petrochemicals. More specifically, the Group offers a range of products and services for drilling, operations support and well maintenance. The services it offers also include the management and interpretation of geophysical data, geological modelling and reservoir simulation, as well as the provision of equipment and personnel during the phases of exploration, production and field development, including providing and managing pipelines (known as OCTG activities, Oil Country Tubular Goods), performed in Angola through the joint-venture SONAID, as well setting up machine shops in the proximity of operating sites. The Group also offers engineering services and delivers solutions for onshore and offshore facilities during all phases of a project. This specifically includes consulting and auditing, installation and technical support for telecommunications and control systems, and security for production facilities and pipelines. The Group also offers a wide range of services to support the operation and maintenance of onshore and offshore petroleum facilities. It is active in the commissioning of operating sites, by providing personnel and software to accelerate the development of project documentation and facilitate management during project execution. The Group also offers maintenance services. The Group s contributions to maintenance may also be combined with support for production operations (commissioning, quality control etc.). Finally, the Group provides dedicated maintenance and repair services for revolving machinery, and treatment solutions for contaminated soil and the cleaning of oil tanks. The Group s services also include pollution clean-up and site rehabilitation. In offshore sites, since 2005 the Group has been responsible for maintaining and inspecting a floating unit for the production, storage and export of petroleum across Angola (operated by Total E&P Angola). This major contract, renewed for , includes electricity, instrumentation, mechanical, heating, ventilation, climate control, control systems and security equipment for the facility, as well as turbine maintenance. Through SONAID, a joint venture with Sonangol, the Angolan national oil company, the Group provides and manages the pipelines necessary for completion of the oil field wells under development (known as OCTG activities, Oil Country Tubular Goods). Among the countries in which the Group operates, Angola has the highest production cost per barrel (almost USD40 per barrel). In all the other countries where the Group operates, production cost per barrel may be below USD15 and the Group estimates the average maintenance cost at approximately USD0.4 per barrel. In 2015, the Group finalised commissioning, start-up and personnel training work for the Saudi Aramco group in Saudi Arabia, at one of the world s largest refineries, at Yanbu. Finally, the Group is developing and providing solutions for skills development, specifically by hiring and training teams on behalf of a number of international oil and/or gas groups. The Group has developed candidate selection processes for a large number of complex projects covering all operating and maintenance activities. The Group has also developed services that include the creation of training centres, specifically intended for oil businesses that, in a number of countries, are experiencing heightened pressure to reduce their dependence on expatriate personnel and increase their use of domestic teams. In the financial year ended December 31, 2015, the Group mobilised more than 3,800 individuals to offer services in more than 30 countries through subsidiaries and branches in four regions of the world: Europe (France, Belgium and the United Kingdom), Africa (specifically Algeria, Angola, Congo, Gabon, Chad and Nigeria) where the main part of the Group s Oil & Gas production is generated, Asia-Pacific (specifically Australia, Indonesia, Malaysia, Bangladesh, Myanmar and Thailand) 57

60 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group s principal activities and the Middle East (specifically United Arab Emirates, Iraq, Qatar, Yemen and Saudi Arabia) which represents a fifth of its Oil & Gas activities. Finally, the Group is pursuing a policy of dynamic growth; specifically, in 2013 it acquired the Plexal Group, an engineering business based in Australia. Growth in the Group s activities in the Oil & Gas sector is partially due to its historic links to the Total group, which remains the Group s largest client in this sector. The Group also has solid links with other major players in the petroleum and gas industry, such as Chevron, BP, ENI, ExxonMobil and Shell. Its clients also include national oil companies, such as Sonatrach (Algeria), Qatargaz (Qatar) and Sonangol (Angola). Finally, it works through engineering companies (including Technip), construction companies (including Ponticelli), service companies (such as Schlumberger), and petrochemical and manufacturing companies Nuclear The Group is a long-time player in the French nuclear sector, having participated in the construction of the 58 French nuclear reactors. Supported by its subsidiary SPIE Nucléaire, the Group has assisted nuclear fuel cycle operators for over thirty years, both in France and internationally. The Group believes that it was one of the three largest players in nuclear industry services in 2015 in France. Through the services it offers, the Group contributes to virtually the entire nuclear fuel cycle: from manufacturing to reprocessing-recycling of nuclear fuel, from waste conditioning and storage, to the decommissioning of nuclear facilities. The Group offers engineering solutions for the entire life-span of facilities, as well as electrical engineering, mechanical engineering and HVAC engineering services. Its offerings cover the following areas of activity: new construction, operating facilities (nuclear plants, plants in the fuel cycle), maintenance, nuclear facility management, and dismantling. In new construction, since 2007 the Group has worked with EDF, in the construction of the EPR at the Flamanville site in France, a third-generation nuclear reactor, where it is responsible for general electrical facilities, including studies, procurements, assembly (cable conduits, cable suspension and connection). It also assisted Areva from 2008 to 2013 in building its new facilities in the Rhône valley (such as the Georges Besse II uranium enrichment plant). The Group is also active in work involving the improvement or reinvestment of operating sites. In this area, the Group is specifically positioned in the Grand Carénage project, the major investment programme deployed by EDF to improve the safety and availability of its nuclear plants with a view to obtaining authorisations to extend the facilities lifetime beyond 40 years. This programme specifically includes replacing steam generators, monitoring risk of fire, modernising the control centre, and addressing the obsolescence of materials. In this business, the Group obtained several contracts and shall in particular replace more than 200 refrigeration units over the next ten years, over the entire French electro nuclear plants. The Group also contributes to the upgrades required by the French Nuclear Safety Authority (the ASN ) following the Fukushima accident, which concern all nuclear operators, and more specifically EDF, operator of the French electronuclear plants. The major civil works related to renovations of the facilities are aimed at ensuring supplies of electrical power to the facilities under extreme conditions, maintaining cooling functions (with the implementation of water reserves), ensuring the integrity of protection barriers (verification of resistance to seismic events) and strengthening facility escape capacity and emergency interventions (construction of local crisis centres and implementation of the nuclear rapid response force). The Group offers maintenance services for all its clients in all areas of electricity, instrumentation, control centre and mechanics. In 2013, the Group accepted the maintenance contract for the manufacturing processes at Areva s Melox plant in France, which expires in 2017, as well as the maintenance contracts for the emergency diesel generators on several EDF sites. Also, the Group became a major actor in the mechanical activities, through taking, in 2015, a significant part of activity in tap-maintenance and rotating machinemaintenance. Contracts in these activities are multiannual and attributed for five- to seven-year terms. More recently, the Group has become active in contracts covering all services involving logistical support to operators and participants for a given site, i.e. transmission-maintenance, radiation protection, tools management, management of waste measures, confinement, and assistance to participants. The Group is active in these areas at the EDF sites of Cattenom and of Fessenheim, and also on the Centraco de Socodei site. Finally, the Group is engaged in activities and problems related to facilities dismantling. Specifically, the Group undertakes studies of dismantling scenarios or safety studies, and provides complete dismantling services. Currently, the Group is active at the EDF sites in Bugey and Creys-Malville, as well as at the Areva sites in Pierrelatte, in Tricastin and in La Hague REGISTRATION DOCUMENT 2015 / SPIE SA

61 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Dependence factors The Group also offers engineering services such as the manufacture and implementation of mechanical units (glove boxes, nuclearisation of manufacturing equipment) and specialised tooling (intervention robots, cutting tools) that satisfy the requirements for intervention scenarios in hostile and/or confined environments. In 2015, Areva thus chose the Group for the manufacturing and installation of a glove box specifically designed for Radiochemistry and for ICP-MS measure (mass spectrometry) on the Marcoule site. During the financial year ended December 31, 2015, the Group mobilised approximately 2,100 individuals on 44 sites, including 34 client sites, to address the needs of its clients, the largest of which include EDF, Areva and the Atomic Energy and Alternative Energies Commission [Commissariat à l énergie atomique et aux énergies alternatives]. Services to the nuclear industry are thus primarily provided by the Group in France DEPENDENCE FACTORS Information on the Group s dependence factors appears in Chapter 4, Risk Factors of this Registration Document LEGISLATIVE AND REGULATORY ENVIRONMENT Multi-technical services Regulation relating to public works contracts As part of the multi-technical services, the Group offers throughout the European Union, provided that the client is from the public sector, it is subject to European and national regulations applicable to the execution of public works contracts. European regulation primarily includes two directives: Directive 2004/17 of March 31, 2004 coordinating the procurement procedures of entities operating in the water, energy, transport and postal services sectors and Directive 2004/18 of March 31, 2004 on the coordination of procedures for the award of public works, public supply contracts and public service contracts. These two directives simplify and modernise the pre-existing legal framework, in particular by combining the former sectorial directives. They eliminate all forms of restrictions relating to the three fundamental economic freedoms of the European Union and protect the interests of economic operators in one Member State offering goods, services or civil works to the awarding authorities in another Member State. Moreover, these two directives guarantee effective competition by, on the one hand, subjecting a large number of entities to the rules of competition and, on the other hand, improving transparency at each stage of the execution procedure. Moreover, these two directives improve the effectiveness of public procurement through the use of electronic measures to communicate information and for procurement methods. They also facilitate standardisation of several items at the Community level, specifically technical specifications and the means of allowing awarding authorities to publicise and describe their needs. Finally, in certain circumstances, these directives authorise the awarding authorities to take into account considerations of an environmental, cultural or social nature, when concluding their contracts. The directives described above have been subject to amendment through adoption of two new directives: Directive 2014/24/EU on public procurement and Directive 2014/25/ EU on procurement by entities operating in the water, energy, transport and postal services sectors. These directives are aimed at increasing the efficiency of public expenditures, permitting buyers to use the instrument of public works contracts to support societal objectives, and to promote access by SMEs to public works contracts. More precisely, these two directives provide for restrictions of requirements on public buyers relative to the financial capacity of candidate businesses, the lifting of administrative burdens on businesses, and reduced procedural delays. Further, they expand the recourse of public buyers to the competitive negotiation process, all while affording procedural guarantees to economic operators, and they further strengthen measures to detect abnormally low offers. Finally, these directives seek to more broadly encourage the development of innovation by creating a new procedure, the innovation partnership, which will allow a buyer to incorporate, within a single competitive procedure, both the 59

62 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment research and development phase and the purchasing phase. These directives were published in the Official Journal of the European Union on March 28, 2014 and the new provisions entered into force on April 17, The ordinance on the transposition into French law was published in the Journal officiel (Official Journal of the French Republic) on July 24, In France, a significant share of calls for bids for public works contracts in which the Group participates is subject to the provisions of the French Public Works Contracts Code (Code des marchés publics) and Ordinance No of June 6, 2005 concerning contracts executed by certain public or private parties not subject to the Public Works Contracts Code, such as public industrial and national commercial sites, and public interest groups, for example. These laws, which transpose the 2004 directives into French law, are subject to obligations of publicity and competition by the awarding authorities, as well as compliance with the principles of free access to public works contracts, equal treatment of operators, and procedural transparency Regulation concerning recourse to subcontracting The Group has entered into civil works contracts both as a subcontractor of economic operators, and as part of public works contracts and private contracts. Moreover, the Group itself resorts to subcontracting during execution of its civil works or services contracts. In these cases, it is therefore subject to the regulation applicable to subcontracting in each country in which it participates, specifically in France General subcontracting environment in France Law of December 31, 1975 on subcontracting defines the general subcontracting regime applicable to public or private contracts. The law specifically sets the conditions for acceptance and approval of subcontractors, the rights of the latter to receive direct payment for services from the client, and the guarantee of payment and exercise of direct action to which it may be entitled. When recourse to subcontracting is undertaken as part of public works contracts, the applicable regulation is defined in Articles 112 to 117 of the Public Works Contracts Code, as well as by the administrative memoranda and terms and conditions of the general administrative clauses applicable to public works contracts, specifically with regard to the conditions and functioning of direct payments to subcontractors by clients and the responsibility of contract holders for damage caused by the subcontractor French regulation on undeclared work The Group is subject to the regulation on undeclared work, specifically when it uses subcontractors. The French Employment Code (Code du travail) sets an obligation of vigilance and diligence on a contractor for any contract of a minimum of 3,000 (Articles L and L ). It must, on the one hand, ensure that its co-contractor is in compliance with its tax and social security obligations for the provision and payment of Social Security contributions and, on the other hand, provide for the immediate suspension of any irregular situation as soon as it is made aware thereof. In the event of failure to undertake these verifications, the contractor exposes itself to incurring the implementation of financial solidarity pursuant to which it may specifically be convicted jointly and severally to settle the Social Security obligations owed by the subcontractor it used for undeclared work, independently of any civil and criminal penalties incurred Environmental regulation Electrical waste processing As part of its activities in multi-technical services and communications, the Group is subject to European regulation with regard to the treatment of waste from electrical and electronic equipment. Directive 2002/96/EC on waste electrical and electronic equipment ( WEEE ), and Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment require producers of electrical and electronic equipment to ensure the removal and treatment of their products at the end of their use life. Directive 2002/96/ EC has been amended by Directive 2012/19/EU, the purpose of which is to collect 20 kg of WEEE per inhabitant by the year Starting in 2016, Member States must ensure that 45% of electrical and electronic equipment sold in each country is collected. Starting in 2018, the scope of application of the directive is expanded to cover, in addition to the categories currently applicable, all electrical and electronic equipment. Finally, starting in 2019, the purpose of collection is applied to 65% of the electrical and electronic equipment sold or, according to another method of calculation, 85% of WEEE. The Group s activity requires that each day it recover all waste from electrical or electronic equipment, lamps and tubes. It has thus implemented a partnership with the eco-agency Recylum to address the requirements of the so-called WEEE Decree of July 20, 2005, concerning the composition of electrical and electronic equipment and the elimination of waste from such equipment REGISTRATION DOCUMENT 2015 / SPIE SA

63 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment The Group has updated its WEEE offering to assist its clients in the treatment of equipment acquired before August 13, 2005, specifically including project direction and management, logistics, removal, sorting, diagnosis, the selective treatment of such equipment, as well as dismantling and packaging, waste inventories and the recovery of user data Oil & Gas activities As part of its activities in the Oil & Gas sector, the Group operates in certain countries in which Governments tightly structure the protection of national interests and where regulation is susceptible to rapid and significant changes Obligation to use a local partner The Group is active in certain countries of Africa, Asia and the Middle East, in which regulations require that foreign investors use local partners. More specifically, certain countries where the Group is present, such as the United Arab Emirates, Indonesia and Thailand, require that a local partner hold a percentage, of greater than 50% in certain cases, in the share capital of companies seeking to operate on their territory. In other countries, such as Angola and Nigeria, the presence of a local partner in the share capital is not required by regulation, but may constitute a prerequisite to participate in calls for bids issued by local authorities Nationalisation of labour The regulations of certain countries in which the Group is active (such as Gabon or Nigeria) may require a quota of domestic workers among employees working for a company based on their territory. This requirement reduces the possibility for foreign companies to use expatriate personnel, specifically by requiring companies to prove they employ a certain number of domestic workers before being able to obtain visas for foreign personnel. It also requires foreign economic players to train the necessary local work force Foreign exchange control The Group operates in countries whose regulations require foreign exchange control, specifically regulating outflows of funds by companies registered locally. The Group is thus present in Angola, where the central bank is authorised to accept contracts entered into with foreign companies for purposes of transferring funds outside the country Applicable law As part of its Oil & Gas activities, the Group is sometimes required to enter into contracts in countries requiring the application of domestic law, particularly as part of litigation settlements. This is particularly the case in Muslim countries such as Saudi Arabia, Nigeria and Indonesia, where sharia law was instituted and applies to the Group s contracts Environmental regulations In addition to compliance with its QHSE (Quality, Hygiene, Safety, Environment) policy, the Group is subject to various environmental regulations applicable in countries where it is active, with the petroleum or gas operator remaining largely responsible Activities in the nuclear industry The services which the Group offers in the area of nuclear energy, particularly in France, are subject to a very strict regulatory environment due to the risks and constraints inherent to this industry Nuclear facilities The administrative order [arrêté] of February 7, 2012 setting general rules relative to base nuclear facilities [installations nucléaires de base] ( INB ), as amended by the Decree of June 26, 2013, defines the obligations of nuclear operators to guarantee the safety of facilities and provide protection for health and the environment around the sites. Specifically, the operator must have sufficient technical capacity, either internally or through agreements with third parties, to ensure control of the design, construction, functioning, permanent shutdown, dismantling, maintenance and oversight of the INB. In this regard, it exercises oversight over outside participants, including the Group, in activities they execute or the goods and services they provide. Furthermore, the operator must implement a policy and an integrated management system aimed at protecting health and public hygiene, nature and the environment. Moreover, the operator must identify important elements and activities for protection which, for the latter, can only be specifically executed by persons with the necessary skills and qualifications. Thus, the operator must ensure that outside participants, 61

64 CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment including the Group, make similar decisions for their personnel and their subcontractors. Finally, the operator and its subcontractors, such as the Group, must take measures that allow for detecting shortcomings in operations, report to the Nuclear Safety Authority any significant event, and implement levels of protection to prevent and control any accidents Radiation protection The system for protecting individuals from exposure to ionising radiation, which applies to Group employees working at nuclear facilities, falls under Directive 96/29/EURATOM of May 13, 1996, the provisions of which have been specifically transposed to the French Public Health Code and Employment Code. Articles L to L and R to R of the Public Health Code establish the system for general protection of the population against ionising radiation. Any nuclear activity is thus subject to a reporting or authorisation system. Moreover, Article R of the Public Health Code sets the maximum exposure of the public at 1 millisievert (unit of measurement of radioactivity, or msv) per year. Articles L et seq. and R et seq. of the Employment Code set the procedures for worker protection against ionising radiation. In addition to various obligations under the responsibility of employers of employees likely to be exposed, such as the determination of oversight areas and controlled zones, the monitoring of emitters of radiation and the preparation of collective and individual protection measures, the Employment Code sets the maximum exposure of workers to ionising radiation at 20 msv per 12 consecutive months. In this context, the Group is required to have a management team that has received certification from the French Business Certification Committee for the Training and Monitoring of Personnel Working under Ionising Radiation [Comité français de certification des entreprises pour la formation et le suivi du personnel travaillant sous rayonnements ionisants], as well as an employee competent in radiation protection. Furthermore, it is required to implement preparation methods to prevent or restrict radiation to which workers are exposed, as well as a process of detecting, analysing and treating violations Nuclear Safety Authority As a business working directly in the nuclear sector, and as a provider to clients operating in this sector, the Group is subject to the decisions of the ASN, an independent administrative authority responsible for monitoring civil nuclear activities in France. It provides, on behalf of the State, the control of nuclear safety and radiation protection in France, to protect workers, patients, the public and the environment from risks linked to nuclear activities. For all activities carried out at base nuclear facilities, the ASN also provides for work inspection assignments. These audits and inspections, to which the Group is subject, may give rise to findings of violations or to recommendations aimed at improving or enhancing services, and then require the Group to address and propose implementation of an action plan. Moreover, the Group is required to report to the ASN its own incidents with regard to safety, radiation protection and the environment. Furthermore, the ASN plays an important role in the development of regulations applicable to the nuclear industry; it is consulted on draft ministerial decrees and orders of a regulatory nature relative to nuclear safety, and it may make technical regulatory decisions to supplement the conditions for applying decrees and orders given in matters of nuclear safety or radiation protection. The ASN may also hand down individual decisions and set recommendations under the conditions set by Articles L et seq. of the French Environment Code [Code de l environnement] and specifically Articles L et seq. of this Code Protection of National Defence Secrecy The Decree dated November 30, 2011 approving the interdepartmental general directive No (IGI 1300) aims to strengthen the legal integrity of the protection of national defence and describes its general organisation. The provisions of the Decree apply to the facilities of some of the Group s important clients (including EDF, the CEA and Areva). In the context of the Decree and its directive, the Group must obtain, for the legal entities working on these facilities, the appropriate defence authorisations from the relevant authorities (National Defence and Security General Secretary, Defence and Security Senior Officer, Delegated Security Authorities or Prefect, depending on the level of secret defence). The Group must also obtain authorisations by the same authorities for all of its employees working on such facilities and/or consulting documents or information relating to such facilities Regulation concerning matters of job safety and health In most countries in which it is active, the Group is legally required to ensure the safety and protect the health of its employees. In France, in particular, the Employment Code requires that employers ensure the safety and protection of its employees physical and mental health. It must specifically adopt measures to prevent the necessary professional risks, assess specific business risks, and inform and train its employees concerning such risks REGISTRATION DOCUMENT 2015 / SPIE SA

65 CHAPTER 7 Vopak, Netherlands Provision of multi-technical services on the Rotterdam and Amsterdam sites. ORGANISATIONAL CHART 7.1. LEGAL ORGANISATION CHART OF THE GROUP SUBSIDIARIES AND EQUITY INTERESTS Principal subsidiaries Recent acquisitions and disposals

66 CHAPTER 7: ORGANISATIONAL CHART Legal organisation chart of the Group 7.1. LEGAL ORGANISATION CHART OF THE GROUP Simplified Organisational Chart of the Group as of December 31, 2015 Percentages mentioned in the organisational chart below present holdings in terms of share capital and voting rights of the Company. Clayton Dubilier & Rice 1 Ardian 2 Caisse de Dépôt et Placement du Québec 63.4% 17.1% 19.5% Clayax Acquisition Luxembourg 5 S.C.A. 3.96% Management 3 Employee Shareholding 4 Public 41.39% 10.47% 4.71% 39.47% SPIE SA 100% Financière Spie 100% SPIE Operations 100% Filiales opérationnelles 1 Fonds contrôlés, gérés ou conseillés par Clayton Dubilier & Rice LLP. 2 Fonds contrôlés, gérés ou conseillés par Ardian. 3 Cadres et dirigeants, anciens et actuels, du Groupe. 4 Titres détenus par les salariés du Groupe, directement ou au travers du FCPE SPIE Actionnariat 2011/ REGISTRATION DOCUMENT 2015 / SPIE SA

67 CHAPTER 7: ORGANISATIONAL CHART Subsidiaries and equity interests 7.2. SUBSIDIARIES AND EQUITY INTERESTS Principal subsidiaries The principal direct or indirect subsidiaries of the Company are described below: SPIE Ouest-Centre is a French simplified stock corporation (société par actions simplifiée) with a capital of 19,108,000, and its corporate headquarters at 7, rue Julius-et-Ethel- Rosenberg, Saint-Herblain, registered under number in the Nantes Trade and Companies Registry. It is the Group holding company for the multitechnical services operations in western and central France. SPIE Sud-Ouest is a French simplified stock corporation with a capital of 30,868,000, and its corporate headquarters at 70, chemin de Payssat, Zone industrielle de Montaudran, Toulouse, and registered in the Toulouse Trade and Companies Registry under number It is the Group holding company for multi-technical service operations in south-western France. SPIE Île-de-France Nord-Ouest is a French simplified stock corporation with a capital of 25,192,000, and its corporate headquarters at 3, place de la Berline, Saint-Denis, and registered in the Bobigny Trade and Companies Registry under number It is the Group holding company for multi-technical service operations in Île-de- France and North-Western France. SPIE Est is a French simplified stock corporation with a capital of 16,392,000, and its corporate headquarters at 2, route de Lingolsheim, BP Geispolsheim Gare, Illkirch, and registered in the Strasbourg Trade and Companies Registry under number It is the Group holding company for multi-technical service operations in eastern France. SPIE Sud-Est is a French simplified stock corporation with a capital of 20,115,904, and its corporate headquarters at 4, avenue Jean-Jaurès BP19, Feyzin, and registered under number in the Lyon Trade and Companies Registry. It is the Group holding company for multi-technical service operations in south-eastern France. SPIE Nucléaire is a French simplified stock corporation with a capital of 1,458,976, and its corporate headquarters at 10, avenue de l Entreprise, Cergy-Pontoise, and registered in the Pontoise Trade and Companies Registry under number It is the Group holding company for the nuclear industry activities. SPIE ICS (formerly SPIE Communications) is a French simplified stock corporation with a capital of 16,240,000, and its corporate headquarters at 53, boulevard de Stalingrad, Malakoff, and registered with the Nanterre Trade and Companies Registry under number It is the Group holding company for the communications business. SPIE Oil & Gas Services is a French simplified stock corporation with a capital of 14,426,000, and its corporate headquarters at 10, avenue de l Entreprise, Cergy-Pontoise, and registered in the Pontoise Trade and Companies Registry under number It is the Group holding company for oil and gas operations. SPIE Belgium is a Belgium joint stock corporation with a capital of 15,100,000, and its corporate headquarters located at Rue des Deux Gares 150, 1070 Brussels, Belgium, and registered under number It is the Group holding company for multi-technical service operations in Belgium. SPIE Nederland BV is a Dutch joint stock corporation (Besloten Vennootschap) with a capital of 57,450,000, and its corporate headquarters at Huifakkerstraat 15, 4815 PN Breda, Netherlands, and registered under number NL B16. It is the Group holding company for multi-technical service activities in the Netherlands. 65

68 CHAPTER 7: ORGANISATIONAL CHART Subsidiaries and equity interests SPIE UK Limited is a British Limited company with a capital of 50,000,002, with corporate headquarters at 33 Gracechurch Street, London EC3V 0BT, United Kingdom, registered under number It is the Group holding company for both multi-technical service operations and the nuclear activities in the United Kingdom. SPIE Holding GmbH is a German limited liability company (Gesellschaft mit beschränkter Haftung) with a capital of 25,000, and its corporate headquarters at Alfredstrasse 236, Essen, Germany, and registered under number HRB It is the Group holding company for the multi-technical service activities in Germany. SPIE ICS AG is a Swiss joint stock (Aktiengesellschaft), with a capital of CHF 250,000, and its incorporated headquarters at Sonnenplatz 6, 6020 Emmenbrücke, Switzerland, and registered under number CHE It is the Group holding company for the multi-technical service activities in Switzerland. Note 27 to the consolidated financial statements for the year ended December 31, 2015, as included in Section of this Registration Document, details all the companies within the Group s scope of consolidation Recent acquisitions and disposals The Group s recent acquisitions and disposals are described in Section of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

69 CHAPTER 8 Musée des Confluences, France Multi-technical maintenance contract with the obligation to produce a result and integration of LED lighting in the gardens. PROPERTY, PLANT AND EQUIPMENT 8.1. SIGNIFICANT EXISTING OR PLANNED TANGIBLE ASSETS ENVIRONMENTAL FACTORS THAT COULD INFLUENCE THE USE OF THE GROUP S PROPERTY, PLANT AND EQUIPMENT

70 CHAPTER 8: PROPERTY, PLANT AND EQUIPMENT Significant existing or planned tangible assets 8.1. SIGNIFICANT EXISTING OR PLANNED TANGIBLE ASSETS Most of the Group s sites are offices and warehouses. The Group s policy on real estate assets is to lease properties rather than acquire them, preferably under commercial leases. As a result, the Group leases its registered office in Cergy-Pontoise. During the year ended December 31, 2015, the Group allocated 63 million for its rent and rental fees and 7.1 million for maintenance of its property assets. Most of these expenditures related to leases that expire in more than one year. At December 31, 2015, the balance sheet value of the Group s land and buildings was 30.1 million. The Group believes that these property assets are sufficient to cover its current needs and that additional adaptive spaces may be available if this proves necessary. Generally, the Group s businesses do not require significant equipment investments; its primary needs for equipment and supplies include the vehicles and machinery and the leasing of light equipment. In France, where the Group has its main fleet of vehicles and trucks, all the related costs represented 1.2% of consolidated production for the year ended December 31, Light vehicles are leased for a three-four year period and the trucks for an average of eight years. The Group also incurs expenses to lease light equipment, which are generally considered to be variable charges related to service contracts. For the year ended December 31, 2015, these expenses represented approximately 1.3% of consolidated production REGISTRATION DOCUMENT 2015 / SPIE SA

71 CHAPITRE 8: PROPERTY, PLANT AND EQUIPMENT Environmental factors that could influence the use of the Group s property, plant and equipment 8.2. ENVIRONMENTAL FACTORS THAT COULD INFLUENCE THE USE OF THE GROUP S PROPERTY, PLANT AND EQUIPMENT The majority of the Group s sites are offices and warehouses for materials and equipment. Certain sites however have shops used for the maintenance of mechanical equipment and the preparation of equipment prior to installation on the different customer sites. The activity at most of the Group s sites is, therefore, unlikely to generate significant environmental impact (pollution). At December 31, 2015, of these sites, 30 sites included classified facilities for the protection of the environment under French regulations (ICPE). Depending on the type and magnitude of the operations conducted at these classified facilities, the operating company must complete procedures with the local administrative authorities (particularly the prefecture), which may consist of a simple declaration, registration, or an application for authorisation. Thirty of the Group s sites that have classified facilities required only a simple declaration. Only the Gemco and ATMN subsidiaries operate classified facilities that require an authorisation. A large number of Group companies have implemented environmental management systems as well as workplace health and safety management systems. As at December 31, 2015, 77% of the Group s work force was employed by subsidiaries that are certified under the international environmental standard ISO and 85% under an international standard for workplace health and safety OHSAS 18001, ILO OSH 2001 or VCA in the Benelux countries. The Group has established a large QHSE (Quality, Health, Safety, Environment) network of employees assigned to manage quality, health, safety and environmental questions covering the entire Group, who are directed by a team dedicated to sustainable development located at its registered document in Cergy-Pontoise. To date, no certification of environment or workplace health and safety management systems has been lost or refused by the auditors of the corresponding certification agencies. Because of the nature of the Group s activities, environmental regulatory compliance primarily impacts waste management and the storage of hazardous products (solvents, chemicals) (see Section 6.7 of this Registration Document). The Company s Corporate, Social and Environmental Responsibility (CSR) report provided for by Article R of the French Commercial Code, which presents additional environmental information, is included in Annex 2 hereto. 77% of the Group s workforce employed by subsidiaries certified under the standard ISO

72 70 - REGISTRATION DOCUMENT 2015 / SPIE SA

73 CHAPTER 9 SI-Erlebnis-Centrum, Germany Renewal for a period of 11 years of the contract for the power supply to the entire city entertainment centre for heating, air conditioning and drinking water with upgrading of these systems to guarantee the fixed savings objectives. REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS 9.1. GENERAL PRESENTATION Introduction Principal factors having an impact on results Main items of the income statement Key performance indicators Organic growth ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, Revenue from ordinary activities Production Operating expenses Consolidated operating income EBITA Net financial expenses Income before tax from continuing operations Income taxes Net income

74 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation Readers are invited to read the following information on the Group s financial results for the financial years ended December 31, 2015 and December 31, 2014, together with the Group s consolidated financial statements for the financial year ended December 31, 2015, as provided in Section 20.1 of this Registration Document. The Group s consolidated financial statements for the financial year ended December 31, 2015 were prepared in accordance with International Financial Reporting Standards (IFRS), as adopted by the European Union. The audited consolidated statements for the financial year ended December 31, 2015 contain comparative information restated for the financial year ended December 31, 2014 pursuant to IFRS 5 and the provisions of IFRIC 21. The Statutory Auditors audit report on the Group s consolidated financial statements is included in Section of this Registration Document. Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, the comparison of the Group s results for the financial years ended December 31, 2014 and 2013, shown in Section 9 Examination of the financial situation and result of the IPO Registration Document, is included by way of reference in this Registration Document GENERAL PRESENTATION Introduction The Group is the independent European leader in multi-technical services in electrical, mechanical and HVAC engineering, communication systems, and specialised energy-related services (1). The Group assists its customers in the design, construction, operation and maintenance of energy-saving installations that are environmentally friendly. The Group uses the following segmentation for its reporting needs: France, which consists of the Group s French activities in multi-technical services and communication and which represented 43.3% of consolidated production and 45.0% of consolidated EBITA for the financial year ended December 31, 2015; Germany & Central Europe, which comprises the Group s multi-technical service operations in Germany, Poland, Hungary and Switzerland and which represented 17.0% of consolidated production and 10.2% of consolidated EBITA for the financial year ended December 31, 2015; North-Western Europe, which covers the Group s multitechnical service activities in the United Kingdom, Belgium and the Netherlands, along with Morocco, and which represented 24.7% of consolidated production and 17.0% of consolidated EBITA for the financial year ended December 31, 2015; and Oil & Gas and Nuclear, which covers the Group s operations in the Oil & Gas sectors around the world as well as the nuclear sector in France. This segment represented 15.0% of consolidated production and 21.9% of consolidated EBITA for the financial year ended December 31, During the financial year ended December 31, 2015, the Group recorded consolidated production of 5,296.6 million and consolidated EBITA of million Principal factors having an impact on results Certain key factors and past events and operations have had, or may continue to have an impact on the business and operating results of the Group presented below. The main factors that impact the Group s results are (i) general economic conditions in the Group s markets, (ii) acquisitions and disposals, (iii) the Group s cost structure, (iv) purchases of furniture and equipment, (v) the management of the contract portfolio, (vi) the seasonality of working capital and cash requirements, and (vii) exchange rate fluctuations. A more detailed description of each of these factors is provided below General economic conditions in the Group s markets The demand for services depends on economic conditions, including GDP growth in the countries in which the Group operates. During periods of strong GDP growth, the Group s activity is driven by industrial investments and construction projects in the public and tertiary sectors. During periods of very limited growth, even recession, the design and construction business declines because of the drop in investment expenditures by the Group s customers, primarily because of the decline in demand by public entities and companies in the industrial and energy sectors. As a result, over the last three years and primarily in the multi-services segment, the (1) Estimation by the Company based on its 2015 production and the net sales published by the Group s main competitors for financial year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

75 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation Group has been facing a decrease in demand for installation services, particularly from steel producers, auto makers and their supply chains. In addition, heavier competition among suppliers during these periods affects the Group s results (with, for instance, the renegotiation of the pricing conditions at the time of the contracts renewal or a high price pressure in the context of call for tenders). During these recession periods, even though customers reduce their investments, the demand for maintenance services is not, however, affected, which maintains a predictable revenue stream (for the financial year ended December 31, 2015, maintenance services have represented 46% of the Group s consolidated production, against 45% and 37% respectively for the financial years ended December 31, 2014 and 2013) Acquisitions and disposals Acquisitions In recent years, external growth has contributed significantly to the overall growth of the Group s business. The Group intends to pursue its acquisition strategy in order to increase its market presence, its service offering and its service capacity. In line with its strategy, when opportunities arise, the Group makes medium-sized acquisitions in order to establish a footprint in countries where the Group is not already present or has a limited presence. In 2013 the Group acquired the Hochtief Service Solution activities in Germany, a country in which it had a limited presence, but which has now become its second-largest market. In the last three years, the Group has completed numerous acquisitions. In 2013, the Group completed seven acquisitions. In particular, it acquired the Hochtief Service Solutions activities in Germany, Electricity Network Solutions Ltd in the United Kingdom, which operates in the construction and maintenance of overhead power lines, as well as the Devis group in Belgium, which specialises in HVAC engineering (installation and maintenance). In the communications sector, the Group acquired the IS&P division of Dutch operator KPN. Finally, the Group acquired Plexal Group, an engineering enterprise with in-depth knowledge of the upstream oil, gas and liquefied natural gas sector, gas transport, coal gas, water services and power production in Australia. In 2014, the Group carried out six acquisitions, including the group Madaule in France, which specialises in electrical installation, renovation and maintenance in tertiary facilities, in connecting photovoltaic solar power stations and in networks. In Switzerland, the Group acquired the companies Connectis and Softix, subsidiaries within the same group and leading suppliers of services and solutions relating to information and communications technology, as well as Viscom and Vista. The Group also carried out the acquisition of the British company Scotshield, which offers a range of installation and maintenance services for fire detection, access control and CCTV, as well as the acquisition from Johnson Controls Technischer Service of a business relating to service and small plant engineering in the areas of building engineering, building automation, air conditioning and cooling technology, comprising 50 highly qualified employees. In 2015, the Group signed or completed eight acquisitions representing a total acquired production of approximately 184 million. In May 2015, the Group acquired the business of Numac, a leader in technical and industrial maintenance services in the Netherlands. With a turnover of approximately 60 million in 2015, Numac thus completes SPIE s customer base and maintenance expertise in the Netherlands. In July, the Group also acquired Leven Energy Services, whose turnover amounted to approximately 58 million in 2015, thus expanding its range of services to the energy distribution networks in the United Kingdom. In December 2015, the Group concluded three acquisitions effective in January 2016, including Hartmann-Elektrotechnik GmbH, which achieved turnover of approximately 38 million in 2015, to reinforce the ICT offer in Germany, and Jansen Venneboer in the Netherlands, specialising in wet infrastructures, which achieved turnover of approximately 19 million in Disposals In recent years, the Group has sold various subsidiaries, either because they were not related to the Group s core business or because they were located in countries in which the Group does not intend to expand. In 2013, the Group sold SPIE Construction Service in the Netherlands and began the disposal of its operations in the SAEIV business (operating and information assistance systems, which includes the design, installation and maintenance of on-board systems (hardware and software) for urban public transportation equipment (the valuation of the assets held for sale of the SAIEV activity generated an impairment of goodwill of an intangible asset of 3.8 million for an asset gross value of 5.3 million. A contract for the sale of the SAEIV business 73

76 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation was signed on October 16, The Group also initiated the sale of Ipédex UK, a subsidiary of SPIE Oil & Gas Services in the United Kingdom. In 2014, the Group sold the Belgian company Elerepspie. The Belgian company Uniservis was dissolved and liquidated. Those two companies had been acquired in the context of the takeover of Groupe Devis by SPIE Belgium in In 2015, the Group decided to sell its businesses in Portugal The Group s cost structure The Group continuously works to reduce the percentage of its fixed costs by implementing initiatives designed to improve its cost structure, particularly by outsourcing certain services to subcontractors, using fixed-term contracts and temporary work, and permanently adjusting its staff. The development of these initiatives has allowed the Group to maintain its margins during periods of recession. Variable costs form the majority of the Group s operating expenses (particularly the costs for the purchases of supplies and equipment incorporated in the structure and the costs for subcontracting). For the financial year ended December 31, 2015, personnel expenses represented 39% of the Group s cost structure, costs related to purchases represented approximately 24%, subcontracting expenses represented approximately 20% and temporary work costs represented approximately 5%. In total, variable costs represented approximately 57% and fixed costs approximately 43% of the Group s cost structure Purchases of supplies and equipment The Group purchases supplies and other specific equipment in order to provide services to its customers. The cost of these purchases, which are booked as operating expenses, fluctuates as a function of changes in the Group s activity. During periods of strong economic growth, such expenses represent a larger percentage of total costs because installation services, which require the purchase of more supplies and equipment, represent a larger share of the Group s total sales. In periods of economic slowdown, while maintenance services generate more revenue than installation services, these expenses are lower as maintenance services require more limited use of supplies and equipment. Purchases of supplies and equipment represented 20% of the total expenses on the income statement for the financial year ended December 31, 2015, 21% of the total expenses on the income statement for the financial year ended December 31, 2014, and 23% of total operating expenses for the financial year ended December 31, Management of the contract portfolio The Group s business model is based on recurring revenue flows from a large number of small projects over a broad range of markets. As a result, the Group s production in general are not subject to strong variations from one period to another. However, changes in the markets in which the Group s main customers operate may have an impact on the level of demand for services and, as a result, on the Group s earnings Seasonality of working capital and cash requirements The Group s working capital requirements are seasonal, although they are negative as a result of the structure of its customer contracts and the Group s dynamic policy for invoicing and collection of receivables. Generally, the Group s cash flow is negative in the first half of the year because of the seasonality of the Group s business (which is generally lower in the first half) and because of the payment cycle for certain personnel expenses and social security expenses. In contrast, the cash flow is generally positive in the second half because of the higher activity level, which implies higher billing and receipts Foreign exchange fluctuations The consolidated financial statements of the Group are presented in euros. However, in each of the countries in which it operates, the Group generally makes sales and incurs expenses in local currencies. As a result, these transactions must be translated into euros during the preparation of the financial statements. On the income statement, this translation is made using the average of the exchange rates applicable at the end of the month for each period in question. On the statement of financial position, this translation is made using the exchange rates applicable at the closing date of the statements. Even though the Group has relatively low exposure to the risk of transactions executed in local currencies, fluctuations in exchange rates can have an impact of the value in euros of the Group s production, expenses and income (see Section of this Registration Document). The vast majority of the Group s non-euro sales and expenses are in pounds sterling or US dollars. For the financial year ended December 31, 2015, 24.0% of the Group s production were recorded in currencies other than the euro, including 8.7% in pounds sterling and 4.9% in US dollars Petrol Price Evolution In the context of its Oil & Gas activities, the Group is exposed to fluctuations in oil prices which affect the level of its activities with its clients, including those of its OCTG activities operated by its joint venture SONAID in Angola. Driven by an increase in oil prices, the OCTG activities contributed 148 million to the Group s production in 2013, then 174 million to the Group s production in In 2015, it was brought back to 129 million in the context of the significant decrease in the oil price. This decrease in 2015 firstly affects the OCTG activities and 74 - REGISTRATION DOCUMENT 2015 / SPIE SA

77 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation to a lesser extent, the technical assistance activities, through both reductions in operating expenditure and reductions in investments, particularly in the drilling and geosciences sector. Its impact is more limited on maintenance activities for operations. Although it has had only a limited impact on the Group s results, considering the relative significance of activities of technical support and maintenance for operations, lower oil prices could, if they were to remain at current levels or decrease further, negatively impact the business of the Group s clients in the Oil & Gas segment, which could significantly impact the activities, financial situation, results and outlook of the Group Main items of the income statement The main items on the income statement for the Group s consolidated financial statements, which are used by the Group s management to analyse its consolidated financial results, are described below: Revenue from ordinary activities represents the amount of the work performed during the period in question Revenue is recognised as soon as it can be reliably estimated. The revenues generated by a transaction can be reliably estimated when the amount of revenue from ordinary activities can be reliably valued, when it is probable that the related economic benefits will go to the Company, when the progress of the transaction on the closing date can be valued reliably, and the costs incurred for the transaction and the costs to complete the transaction can be reliably valued (see Note 3.4 to the consolidated financial statements for the financial year ended December 31, 2015 in Section of this Registration Document). Operating expenses consist of purchases consumed, external expenses, personnel expenses, income and other taxes, allocations to amortisation, depreciation and provisions, and other operating income and expenses. Consolidated Operating Income is composed of operating revenue minus operating expenses incurred for the Company s business. It also includes the costs of external growth, amortisation and impairment of assets, and allocations to and reversals of provisions. Net Financial expenses represent interest expense and revenue on borrowings, cash equivalents and the net expenses and income from sales of marketable securities. In 2014 and 2015, the Group s net financial expenses were impacted by non-recurring expenses relating to the refinancing in the context of the initial public offering of the Company. These costs have been reallocated on the line of Other financial income and expenses of the statements of income. Income before tax from continuing operations is equal to the operating profit or loss plus the share in the results of equity interests, plus financial income and minus financial expenses. Income taxes represent the tax liability for the year consisting of the corporate tax due or deferred, the value added tax for French companies, and allocations to or reversals of provisions for taxes. The Group records deferred taxes on the timing differences between the book values of assets and liabilities and their tax bases and on tax deficits when collection is probable. Deferred taxes are not discounted. Net income represents income before tax from continuing operations, minus income taxes, and plus or minus net income from discontinued activities or activities being sold Key performance indicators The Group uses EBITA and the Cash Conversion ratio as the primary production performance indicators. Production is the Group s operating revenue which proportionally integrates the subsidiaries holding minority interests. EBITA represents the adjusted operating income before amortisation of goodwill allocated, before tax and financial income. EBITA is not a standardised accounting measure that meets a single generally accepted definition. It must not be considered a substitute for operating income, net income, cash flow from operating activities, or even a measure of liquidity. Other issuers may calculate EBITA differently from the definition used by the Group. The Cash Conversion for the year corresponds to the Cash Flow from operating activities for the year in relation to EBITA for the year. The Cash Flow from Operations represents the sum of the EBITA for the year, the amortisation expenses for the year, and the change in working capital requirement and provisions for the year related to the income and expenses included in the EBITA for the year, minus investment flows (excluding external acquisitions) for the year. 75

78 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation Performance indicators Restated (1) Production (in millions of euros) 5, ,200.4 EBITA (in millions of euros) Cash Conversion ratio 105% 102% (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). Production bridge table In millions of euros Restated (4) Production 5, ,200.4 SONAID at 100% (1) Holding activities (2) Other (3) (1.1) 0.4 REVENUE FROM ORDINARY ACTIVITIES 5, ,368.1 (1) The SONAID company is fully consolidated in the consolidated financial statements whereas it is consolidated at the level of its interest in management (55%). (2) Revenue excluding Groupe de SPIE Operations, SNC Parc Saint-Christophe and other non-operational entities. (3) Reinvoicing for services performed by Group entities to non-managed joint ventures; reinvoicing outside the Group that is not included in the operational activity (essentially reinvoicing of expenses for account); revenue from entities consolidated under the equity method. (4) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). EBITA bridge table In millions of euros Restated (1) EBITA Amortisation of goodwill allocated (36.1) (50.1) Discontinued activities/reorganisations (2) (17.8) (23.3) Financial commissions (1.8) (2.0) Minority interests (3) Costs related to the initial public offering (June 2015) and to the share employee offering (December 2015) (4) (29.6) (10.8) Other (5) (1.4) (1.7) OPERATING INCOME OF THE GROUP INCLUDING COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). (2) The costs related to the discontinued activities/reorganisations for the financial year ended December 31, 2015 include the following items: the recording of a provision of 13.7 million for losses on a loss-making contract at the time of acquisition of the activities in the United-Kingdom, relating to an arbitration proceeding initiated by the Ministry of Defense; restructuring costs for 3.0 million; the contribution to the operating income of discontinued activities for 1.1 million. (3) The minority interests correspond to the share of the operating income of the company Sonaid that does not belong to the Group (45%). (4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31, 2015 include the following items: costs related to the initial public offering (June 2015) for 3.0 million (including 2.1 million recorded in Other operating income and expenses and 0.9 million in External expenses); costs related to the share employee offering (December 2015) for 26.5 million, including 23.8 million for the employer contribution (including social charges) paid by the Group, 2.0 million for the discount and the remaining amount for the implementation costs. (5) The Other items correspond mainly to the costs related to external growth projects REGISTRATION DOCUMENT 2015 / SPIE SA

79 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS General presentation Adjusted net income attributable to the Group reconciliation table In order to set the level of dividend it intends to distribute for a given financial year, the Group calculates an adjusted net income attributable to the Group, in order to neutralize the non-recurring items. As regards the financial year ended December 31, 2015, the net income attributable to the Group has therefore been adjusted of the following items: the amortization of affected goodwills, as it is an expense without any cash impact; the exceptional items, corresponding specifically for 2015, mainly, to adjustments designed to reflect hypothetically completion of the initial public offering of the Company as of January 1, In million of euros 2015 Net income attributable to the Group 45.3 Adjustment of the amortization of the affected goodwills 36.1 Adjustment for the exceptional items (1) ADJUSTED NET INCOME ATTRIBUTABLE TO THE GROUP (1) The exceptional items for the financial year 2015 are: costs related to the initial public offering and to the share employee offering, for 29.6 million; the adjustment of the financial income and of the tax, based on an hypothetical completion of the initial public offering as of January 1, 2015, for 59.5 million; expenses related to the reorganizations and discontinued activities for 17.8 million; the income of the discontinued activities held for sale in application of IFRS 5 for 4.4 million. Operating Cash Flow bridge table In millions of euros 2015 Operating Cash Flow Net tax paid excluding impact of the CICE (1) (68.7) Net Capex 31.6 Cash impact of the items of the bridge EBITA / Operating income (2) (58.2) NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES (IFRS) (1) The next tax paid excluding the impact of the CICE (French State s credit for competitiveness and employment) includes 21.3 million paid as CVAE (Cotisation sur la valeur ajoutée des entreprises). (2) The cash impact of the items of the bridge EBITA / Operating income includes the following items: the employer contribution (including social charges) paid by the Group in the context of the share employee offering for 23.8 million; loans granted to the employees in the context of their subscription to this share employee offering for 3.0 million; restructuring costs for 14.6 million corresponding mainly to expenses accounted for in 2014 related to the integration of SPIE GmbH; the cash impact of discontinued activities for 8.1 million; the payment of the costs related to the initial public offering for 3.0 million; financial fees and other items for the remaining amount Organic growth In this Chapter 9 of this Registration Document, the Group presents the change in its production in terms of organic growth. Organic growth represents the production completed during the twelve months of year N by all the companies consolidated by the Group for the year ended December 31, of year N-1 (excluding any contribution from any companies acquired during year N) compared with the production performed during the twelve months of year N-1 by the same companies, independently of the date on which they were first consolidated within the Group. 77

80 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31, 2015 and December 31, ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014 Income statements In thousands of euros Restated (1) Revenue from ordinary activities 5,431,853 5,368,148 Other revenue 31,563 31,239 Operating expenses (5,148,450) (5,112,341) Operating income from ordinary activities 314, ,047 Other operating income and expenses (47,471) (36,187) Consolidated Operating Income 267, ,860 Profit/(loss) from equity affiliates Operating income after share of net profit/loss from equity affiliates 267, ,297 Net financial expenses (74,973) (165,412) Other financial income and expenses (2) (92,918) (60,326) Income before tax from continuing operations 99,983 25,559 Income taxes (57,292) (39,433) Net income from continuing operations 42,691 (13,874) Net income from discontinued operations or operations being sold (4,387) (4,738) NET INCOME (LOSS) 38,304 (18,612) Net income from continuing operations attributable to: Shareholders of the parent Company 49,668 (13,623) Non-controlling interests (6,977) (251) 42,691 (13,874) Net income attributable to: Shareholders of the parent Company 45,281 (18,361) Non-controlling interests (6,977) (251) 38,304 (18,612) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes), as well as of the non-recurring refinancing costs reallocated on the line Other financial income and expenses (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). (2) For the detail of Other financial income and expenses, see Note 9 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

81 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31, 2015 and December 31, Revenue from ordinary activities Consolidated revenue from ordinary activities increased by 1.2%, or 63.7 million, from 5,368.1 million for the financial year ended December 31, 2014, to 5,431.8 million for the financial year ended December 31, This increase resulted primarily from the contribution represented by the acquisitions completed in 2014 and Production Production increased by 1.8%, i.e., by 96.2 million, from 5,200.4 million for the year ended December 31, 2014 to 5,296.6 million for the year ended December 31, With organic growth of 1.6% (-3.6% at constant exchange rate), the increase in production primarily resulted from the contribution over the whole year from acquisitions completed in 2014, for 2.1%, and from external growth transactions achieved in 2015, for 1.3%. The table below details the breakdown of production by operating segments for the financial year ended December 31, 2015 and 2014: In millions of euros France Germany & Central Europe North- Western Europe Oil & Gas and Nuclear Production , , ,296.6 Production 2014 Restated (1) 2, , ,200.4 (1) Restatements of Portugal (North-Western Europe) pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). Total France In difficult economic conditions, production in the France segment fell by 4.1%, i.e million, from 2,389.0 million for the financial year ended December 31, 2014 to 2,291.9 million for the financial year ended December 31, Organic growth in the segment was down by 4.1%; priority was given to careful selection of new business, by focusing on high-margin contracts Germany & Central Europe The Germany & Central Europe segment recorded growth of 14.4%, i.e million, from million for the financial year ended December 31, 2014, to million for the financial year ended December 31, 2015, primarily due to the contribution over the whole year from the acquisitions completed in 2014, which included SPIE ICS in Switzerland. Organic growth for the segment was -0.2% at constant exchange rate, impacted by continuation of alignment, in Germany and Switzerland, with SPIE s operational model North-Western Europe Production in the North-Western Europe segment saw growth of 10.3% i.e million, from million for the financial year ended December 31, 2014, to 1,309.7 for the financial year ended December 31, 2015, primarily due to the contribution of acquisitions completed in Organic growth for the segment was -0.8% at constant exchange rate, with growth in the Netherlands and Belgium, and offset by rigorous selection of contracts in the United Kingdom and Morocco Oil & Gas and Nuclear Production in the Oil & Gas and Nuclear segment decreased by 5.1%, i.e million, from million for the financial year ended December 31, 2014, to million for the financial year ended December 31, Organic growth for the entire segment was down by -10.0% at constant exchange rate in In a particularly difficult economic context linked to the decrease in the oil price, production in the Oil & Gas segment fell, primarily due to a very marked drop in the OCTG business of -37.6% at constant exchange rate, whilst the other core business activities dropped by -5.7% at constant exchange rate. 79

82 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31, 2015 and December 31, Operating expenses The Group s operating expenses increased by 0.7% or 36.1 million, from 5,112.3 million for the financial year ended December 31, 2014, to 5,148.5 million for the financial year ended December 31, 2015, mainly due to increased external expenses and personnel expenses. The table below sets forth the distribution of operating expenses for the financial years ended December 31, 2014 and December 31, 2015: In thousands of euros Restated (1) Purchases consumed (1,044,681) (1,110,512) External expenses (2,069,197) (1,980,131) Personnel expenses (2,026,146) (1,961,953) Income and other taxes (48,688) (52,144) Net amortisation, depreciation and provisions (21,646) (59,638) Other operating income and expenses 61,908 52,037 TOTAL OPERATING EXPENSES (5,148,450) (5,112,341) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document) Purchases consumed The Group s purchases consumed (1) decreased by 5.9% or 65.8 million, from 1,110.5 million for the financial year ended December 31, 2014 to 1,044.7 million for the financial year ended December 31, External expenses The Group s external expenses increased by 4.5% or 89.1 million, from 1,980.1 million for the financial year ended December 31, 2014 to 2,069.2 million for the financial year ended December 31, The 0.8% increase in purchases consumed and external expenses between the financial years ended December 31, 2014 and December 31, 2015 is correlated to the increase in revenue from ordinary activities Personnel expenses Personnel expenses increased by 3.3% or 64.2 million, from 1,962.0 million for the financial year ended December 31, 2014 to 2,026.1 million for the financial year ended December 31, This growth is primarily due to the impact of external growth Consolidated operating income The Group s consolidated operating income increased by 16.6 million, or 6.6% from million for the financial year ended December 31, 2014 to million for the financial year ended December 31, This increase is primarily due to the following: recurring operating income, which increased by 27.9 million, or 9.7%, from million for the financial year ended December 31, 2014 to million for the financial year ended December 31, 2015; other operating income and expenses amounted to (47.5) million for the financial year ended December 31, 2015 and mainly included the employer contribution paid as part of the share capital subscription offer of SPIE SA, reserved for employees, for a total of 23.8 million, costs of the initial public offering in June 2015 for 2.1 million, recognition of a provision of 13.7 million for losses on a lossmaking contract at the date of taking over activities in the United Kingdom, relating to arbitral proceedings initiated by the Ministry of Defence (see Section 20.6 of this Registration Document). (1) Purchases consumed include purchase of raw materials, supplies and other consumable supply, as well as purchases of equipment and supplies incorporated in the production REGISTRATION DOCUMENT 2015 / SPIE SA

83 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31, 2015 and December 31, EBITA Consolidated EBITA increased by 15.6 million, or 4.7%, from million for the financial year ended December 31, 2014 to million for the financial year ended December 31, The EBITA margin rose by 18 basis points, from 6.4% of the production in the financial year ended December 31, 2014 to 6.6% of production for the financial year ended December 31, The following table shows the EBITA by operating segment for the periods indicated and as a percentage of production for each segment: In millions of euros France Germany & Central Europe North- Western Europe Oil & Gas and Nuclear Holding TOTAL 2015 EBITA EBITA as a % of production 6.9% 4.0% 4.6% 9.7% n/a 6.6% 2014 EBITA Restated (1) EBITA as a % of production 6.8% 3.5% 4.5% 9.0% n/a 6.4% (1) Restatements of Portugal (North-Western Europe) pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) France EBITA for the France segment fell by 3.2 million, or 2.0%, from million for the financial year ended December 31, 2014 to million for the financial year ended December 31, Selectivity in order bookings, rigorous in management of activities and attention to costs, including those relating to structure, were reflected in the margin, which increased up by 15 basis points to reach 6.9% Germany & Central Europe EBITA for the Germany & Central Europe segment increased by 8.0 million, or 28.9%, from 27.7 million for the financial year ended December 31, 2014 to 35.7 million for the financial year ended December 31, The EBITA margin increased by 44 basis points, from 3.5% in 2014 to 4.0% in 2015, boosted by deployment by SPIE of its operational model in Germany North-Western Europe EBITA for the North-Western Europe segment increased by 6.2 million, or 11.8%, from 53.4 million for the financial year ended December 31, 2014 to 59.6 million for the financial year ended December 31, The EBITA margin for the segment increased from 4.5% in 2014 to 4.6% in Oil & Gas and Nuclear EBITA for the Oil & Gas and Nuclear segment increased by 1.4 million, or 1.9%, from 75.6 million for the financial year ended December 31, 2014 to 77.0 million for the financial year ended December 31, The EBITA margin for the segment increased by 66 basis points, from 9.0% in 2014 to 9.7% in Net financial expenses Net Financial expenses decreased by 90.4 million, or 54.7%, from (165.4) million for the financial year ended December 31, 2014 to (75.0) million for the financial year ended December 31, This decrease mainly resulted from a decrease in interest expenses relating to refinancing operations completed in The following table details the evolution of the net financial expenses for the financial years ended December 31, 2014 and December 31, 2015: 81

84 CHAPTER 9: REVIEW OF THE GROUP S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31, 2015 and December 31, 2014 In thousands of euros Restated (1) Interest expenses (76,158) (166,605) Interest income and expenses on cash equivalents 1, Net income from sales of marketable securities NET FINANCIAL EXPENSES (74,973) (165,412) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document) Income before tax from continuing operations Income before tax excluding impact of the discontinued activities increased by 74.4 million, from 25.6 million for the financial year ended December 31, 2014 to million for the financial year ended December 31, This improvement is mainly due to the growth in operating income in 2015 and the reduction in costs of net financial debt Income taxes Income taxes increased by 17.9 million from 39.4 million for the financial year ended December 31, 2014 to 57.3 million for the financial year ended December 31, 2015, primarily as a result of an increase in the current income tax expense of 9.1 million and a decrease in deferred tax income of 8.7 million, due to a decrease in tax loss carryforwards generated and capitalised, mainly those of the tax consolidation groups in France, Germany and the United Kingdom. An analysis of the Group s tax liability is set forth below: In thousands of euros Restated (1) Tax liability on the income statement Current taxes (73,855) (64,711) Deferred taxes 16,563 25,278 TAX (EXPENSE)/INCOME ON THE INCOME STATEMENT (57,292) (39,433) Tax liability in other items of comprehensive income Net income/(loss) on cash flow derivatives (5,197) (773) Net income/(loss) net on post-employment benefits (40) 14,837 TAX (EXPENSE)/INCOME IN THE OTHER ITEMS OF COMPREHENSIVE INCOME (5,237) 14,064 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document) Net income Net income increased by 56.9 million. It amounted to million for the financial year ended December 31, 2015 compared with million for the financial year ended December 31, This change is mainly due to the growth in operating income of million, a reduction in cost of debt and other financial income and expenses of 57.8 million, and an increase in tax expenses of 17.9 million REGISTRATION DOCUMENT 2015 / SPIE SA

85 CHAPTER 10 University Medical Center Groningen, Netherlands Supply and installation of ICT equipment, electrical cabling and distribution network for the Datacenter. LIQUIDITY AND SHARE CAPITAL OVERVIEW FINANCIAL RESOURCES AND FINANCIAL LIABILITIES Overview Financial liabilities Credit facilities Interest rate and fees Security interests Representations and covenants Prepayment Events of default Securitisation facility PRESENTATION AND ANALYSIS OF THE MAIN CATEGORIES OF USE OF THE GROUP S CASH Capital expenditures Payment of interest and repayment of borrowings Financing of working capital requirements CONSOLIDATED CASH FLOW Group cash flows for the financial years ended December 31, 2014 and GOODWILL CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS

86 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Overview OVERVIEW The Group s principal financing requirements include its working capital requirements, capital expenditures (particularly acquisitions), interest payments and repayment of borrowings. The Group s principal source of liquidity on an ongoing basis consists of its operating cash flows. The Group s ability to generate cash in the future through its operating activities will depend upon its future operating performance which is in turn dependent, to some extent, on economic, financial, competitive, market, regulatory and other factors, most of which are beyond the Group s control (specifically the risk factors in Chapter 4 Risk factors of this Registration Document). The Group uses its cash and cash equivalents to fund the ongoing requirements of its business. The Group holds cash only in euros. The Group is also financed by recourse to debt. In 2015, it refinanced its indebtedness by repaying its million high-yield bond and its million bond in January 2015 and by concluding a new Senior Facility Agreement (see Section of this Registration Document) in connection with its initial public offering. Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, information relating to the Group s liquidity and share capital for the financial year ended December 31, 2014, set out in Section 10 Liquidity and Share Capital of the IPO Registration Document, are included by way of reference in this Registration Document FINANCIAL RESOURCES AND FINANCIAL LIABILITIES Overview In the past, the Group has principally relied on the following sources of financing: Net cash flows from operating activities, which totalled million and million for the financial years ended December 31, 2014 and 2015; Available cash. Cash and cash equivalents at December 31, 2014 and 2015 totalled million and million, respectively; and Indebtedness, which consists of the Senior Credit Facilities Agreement, direct borrowings from banks and other lenders, the securitisation facilities (see Section of this Registration Document), interest accrued on the Senior Credit Facilities Agreement and short-term bank credit facilities REGISTRATION DOCUMENT 2015 / SPIE SA

87 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Financial resources and financial liabilities Financial liabilities The Group s financial liabilities totalled 2,405.4 million and 1,517.5 million at December 31, 2014 and 2015, respectively. The following table shows the distribution of the Group s total debt as at the indicated dates: In millions of euros As of December 31, 2015 As of December 31, 2014 (1) Borrowing from credit institutions Senior Credit Facilities Agreement 1, SPIE BondCo 3 debt (2) Makewhole Capex Revolving 50.0 Other Capitalisation of borrowing costs (14.5) (31.8) Securitisation Bank overdrafts Bank overdrafts Interest on overdrafts Other borrowing and financial liabilities Financial leases Accrued interest on loans Other borrowing with parent company Other borrowing and financial liabilities Derivative financial instruments FINANCIAL LIABILITIES 1, ,405.4 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). (2) Corresponding to the amount of the High Yield bond repaid in As of December 31, 2015 and 2014, the net debt/ebitda ratio of the Group amounted to respectively 2.4x and 3.4x. As of December 31, 2015, the Group complied with all of its covenants with regard to the financing agreements described in this Section. The above mentioned ratios are based on an adjusted EBITDA. The adjusted EBITDA represents the income generated by the Group s permanent operations before tax and financial income. It is calculated before depreciation and amortisation of fixed assets and goodwill. EBITDA margin is expressed as a percentage of production. The table below sets out the bridge between EBITA and adjusted EBITDA for the financial year ended December 31, 2015: In millions of euros Group EBITA Depreciation of tangible and intangible assets (excluding allocated goodwill) 36.6 EBITDA Adjustment (12-month effect of acquisitions) 1.2 ADJUSTED EBITDA

88 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Financial resources and financial liabilities The table below shows the breakdown of financial liabilities as of December 31, 2015: In thousands of euros Total as of December 31, 2014 Decrease Increase Total as of December 31, 2015 Loans from credit institutions Dette SPIE BondCo 3 (1) 375,000 (375,000) 0 Makewhole 43,968 (43,968) 0 A Facility from the New Senior Credit Facilities Agreement 0 0 1,125,000 1,125,000 B Facility 558,024 (558,024) 0 0 C1 Facility (previously A Facility) 163,458 (163,458) 0 0 C2 Facility 228,293 (228,293) 0 0 E Facility 0 (625,000) 625,000 0 Second lien 0 (185,600) 185,600 0 Capex 100,000 (107,500) 7,500 0 Other 820 (434) Capitalisation of borrowing costs (31,775) 17,250 0 (14,525) Revolving (maturity August 31, 2017) 0 (70,000) 70,000 0 Revolving (maturity May 11, 2020) ,000 50,000 Securitisation 300,000 (13,083) 0 286,917 Bank overdrafts Bank overdrafts 19, ,814 53,083 Interest on overdrafts 289 (175) Other loans and financial liability Financial leases 12,738 (602) 0 3 Interest on loans 59,693 (59,690) 0 0 Other loans from the parent company 552,619 (552,619) 0 0 Other loans and financial liability 8,337 (4,224) 0 4,113 Derivative instruments 14,675 (2) (14,366) FINANCIAL LIABILITY 2,405, ,517,537 (1) Corresponding to the amount of the High Yield bond repaid in (2) Including 12,825,000 on the rate swaps covering lines B Facility, C1 and C2 Facilities, Revolving and Capex. The main factors comprising the Group s financial liabilities are detailed below Senior Credit Facilities Agreement At the time of its initial public offering, the Group proceeded with its refinancing, in particular by repaying its existing syndicated loan agreement. On that occasion, the Group entered into a replacement new Senior Credit Facilities Agreement (the Senior Facilities Agreement ) with a syndicate of international banks (the Lenders ), including BNP Paribas, HSBC France and Société Générale as Coordinators Credit facilities The Senior Credit Facilities Agreement provides for two lines of credit totalling 1,525 million, consisting of: a 1,125 million first ranking term loan A facility ( A Facility ), drawn down in full, with five-year maturity as from June 11, 2015; and a 400 million revolving credit facility (Revolving Facility), with five-year maturity as from June 11, 2015, drawn down to the amount of 50 million as of December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

89 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Financial resources and financial liabilities Interest rate and fees Interest is payable on loans under the Senior Credit Facilities Agreement at a floating rate indexed to EURIBOR in relation to any loan drawn in euros, to LIBOR in relation to any loan drawn in a currency other than in euros, and to any appropriate reference rate for loans drawn in Norwegian, Swedish or Danish Krone, plus in each case the applicable margin. The applicable margins as follows: for the first ranking term loan agreement: 2.625% per annum; for the Revolving Credit Facility: 2.525% per annum. The table below shows the rate spread of each of the credit facilities based on the Group s leverage ratio. As of December 31, 2015, the Group s leverage ratio amounted to 2.4x: Leverage ratio (Net Debt / EBITDA) Revolving Facility First term loan >3.5x 2.525% 2.625% 3.5x and >3.0x 2.275% 2.375% 3.0x and >2.5x 2.025% 2.125% 2.5x and >2.0x 1.775% 1.875% 2.0x 1.525% 1.625% Security interests The Senior Credit Facilities Agreement does not contain any obligation for the Group to create security interests Representations and covenants The Senior Credit Facilities Agreement contains certain negative covenants, among other things: changing the nature of the Group s business; incurring additional financial indebtedness; providing illegal financial aid; carrying out mergers (except for those not involving the Company itself); disposing of assets. The Senior Credit Facilities Agreement also requires to comply with affirmative covenants, including the maintenance of insurance policies, payment of applicable taxes and duties, compliance with applicable laws, maintenance of the credit s ranking, and requires the Group s main subsidiaries to bind themselves as guarantor under the Senior Credit Facilities Agreement. Finally, the Senior Credit Facilities Agreement requires compliance with financial covenants, including the maintenance of certain financial ratios, which will significantly limit the amount of indebtedness that may be incurred by the members of the Group. In particular, the Group is required to maintain a leverage ratio (defined as the ratio between the total amount of the net debt and EBITDA) of 4.00:1 up to June 30, 2017 (inclusive) and of 3.50:1 thereafter, calculated every six months in accordance with the total amount of its net debt at that date and the EBITDA prevailing over a 12-month rolling period Prepayment Indebtedness incurred under the Senior Credit Facilities Agreement is automatically repayable (subject to certain exceptions) in whole or part upon the occurrence of certain customary events, including a change of control, a sale of all or a substantial part of the business or assets of the Group or non-observance of the legislation in force. Indebtedness under the Senior Credit Facilities Agreement may also be voluntarily prepaid by the borrowers in whole or in part, subject to minimum amounts and observance of a period of notice. 87

90 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Financial resources and financial liabilities Events of default The Senior Credit Facilities Agreement contains relatively customary events of default, including non-payment, cessation of business, failure to comply with the financial covenants or with any other obligations, or declaration of a cross-default, certain early amortisation events in relation to the Securitisation Facilities, an insolvency proceeding, material litigation, or the existence of qualifications made by the Group s auditors on business continuity Securitisation facility As part of their activity, on April 17, 2007 SPIE SA and certain of its French and Belgian subsidiaries (together the Sellers ) and SPIE Operations, as centralizing agent, entered into a securitisation facility pursuant to the use of a securitisation fund (fonds commun de créances) (the FCC ). The FCC was established by Paris Titrisation as management company and with Société Générale acting as custodian (the Securitisation Facility ). The 2007 Securitisation Facility was amended on August 23, 2011 pursuant to an amendment agreement that entered into force on August 30, 2011 and that had the effect of extending the duration of the Securitisation Facility for a period of six years from August 30, 2011, i.e. to no later than August 30, In addition, under the terms of the amended Securitisation Facility, the securitisation commitment was increased from 250 million to 275 million on November 18, 2011, then to 300 million on March 15, On February 7, 2014, GIE SPIE Telecom Services joined the Securitisation Facility. Since June 27, 2014, the stakeholders of the Securitisation Facility agreed to place the FCC under the FCT (fonds commun de titrisation) procedure. The FCT also constitutes a fonds commun de titrisation governed by Articles L to L and R to R of the French Code monétaire et financier. In 2015, the securitisation facility of 300 million set up in 2007, with maturity on August 30, 2017, was renewed under the following conditions: duration of facility of five years as from June 11, 2015 (barring early cancellation or amicable cancellation); maximum amount of financing of 300 million with option to increase financing to 450 million. The principal features of the Securitisation Facility as at December 31, 2015 may be summarised in the following table: Sellers Certain members of the SPIE Group in Belgium and France Currency Commitment as at December 31, 2015 Drawn as at December 31, 2015 Gross amount of receivables assigned as at December 31, 2015 Expected Maturity Interest rate Euro million million million June 2020 Commercial paper funding costs/ EURIBOR/ EONIA + Margin + commission fees The FCT is a French fonds commun de créances that is not a member of the Group. Prior to an event of default, the FCT purchases receivables from the Sellers (subject to certain eligibility criteria) for a payment of an amount equal to the face amount of the receivables. Prior to any default, collections relating to the receivables continue to be made by clients on collection accounts dedicated to the FCT and are swept periodically to the FCT s bank account (subject to, unless an event of default has occurred, netting against the purchase price owed for newly originated receivables). The Sellers, in their capacity as collectors of the receivables to the FCT, remain responsible for payment of the deposits and management of defaults and arrears relating to the receivables. The FCT obtains funding pursuant to (i) the issuance of securities subscribed by the entities that undertake issuances of asset-backed commercial paper (which benefit from liquidity facilities granted by financial institutions) and (ii) for the portion of funding not advanced by the financial institutions, indirectly by SPIE Operations. The Securitisation Facility (to fund the purchase of newly originated receivables), as amended, ends on June 11, 2020, subject to the renewal on an annual basis of the liquidity facility provided by the financial institution to its asset-backed commercial paper conduit. The Securitisation Facility is subject to certain trigger events, the occurrence of which will prevent additional financing of newly originated receivables 88 - REGISTRATION DOCUMENT 2015 / SPIE SA

91 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Presentation and analysis of the main categories of use of the Group s cash and the amortisation of the principal amount outstanding of financial indebtedness under the Securitisation Facility. These trigger events include events relating to the performance of the receivables, breach of the financial covenants set out in the Senior Credit Facilities Agreement, a minimum volume of transferred receivables and payment cross-acceleration provision relating to the Senior Credit Facilities Agreement or following termination of the Senior Credit Facilities Agreement, other indebtedness in excess of 250 million. Direct recourse against the Sellers is limited to repurchase of the relevant receivables, which are sold to the FCT in breach of warranty and payment of compensation in relation to receivables where dilutions have occurred (including, without limitation, a decrease in the value of the receivables caused by refunds, credits or set-off). The conduit and/or financial institution providing the securitisation commitment also benefits from cash reserves provided by SPIE SA by way of credit enhancement PRESENTATION AND ANALYSIS OF THE MAIN CATEGORIES OF USE OF THE GROUP S CASH Capital expenditures The Group classifies its capital expenditures in the following categories: acquisitions of new companies as part of the Group s external growth policy; and the renewal of tangible and intangible fixed assets, particularly materials. The Group s capital expenditures for the financial years ended December 31, 2014 and 2015 totalled 99.2 million and 62.8 million, respectively. For additional information regarding the Group s historical, ongoing and planned future capital expenditures, see Section 5.2 of this Registration Document Financing of working capital requirements Working capital requirements primarily correspond to the value of inventory plus client receivables and other operating receivables, minus supplier debts and other operating debts. The Group s working capital requirements were negative for the financial years ended December 31, 2014 and 2015, contributing significantly to financing of the activity, specifically through its low inventory, the structure of the agreements entered into with its clients, and its dynamic policy in terms of billing and collection of receivables. Working capital requirements totalled (337.9) million at December 31, 2014 and (388.8) million at December 31, Payment of interest and repayment of borrowings Much of the Group s cash flows go to servicing and repaying its indebtedness. The Group made interest payments of million and million in the financial years ended December 31, 2014 and 2015, respectively. As repayment of its borrowings, it also paid 27.5 million and 2,830.8 million, respectively, in the financial years ended December 31, 2014 and

92 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow CONSOLIDATED CASH FLOW Group cash flows for the financial years ended December 31, 2014 and 2015 The following table summarises the Group s cash flows for the financial years ended December 31, 2014 and 2015: In millions of euros Financial year ended December 31, Restated (1) Net cash flows from operating activities Net cash flows used in investing activities (62.8) (99.2) Net cash flows provided by financing activities (156.6) (95.2) Impact of changes in exchange rates (4.7) 9.3 NET CASH FLOW (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document) Net cash flows from operating activities The following table shows items of the Group s cash flows resulting from operating activities for the financial years ended December 31, 2014 and December 31, 2015: In millions of euros Financial year ended December 31, Restated (1) Internally generated funds from operations Dividends received from equity affiliates Income tax paid (41.2) (22.3) Changes in operating working capital requirements NET CASH FLOWS FROM OPERATING ACTIVITIES (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31, 2015 included in Section of this Registration Document). Net cash flows from operating activities totalled million for the financial year ended December 31, 2014 and million for the financial year ended December 31, This decrease of 20.4 million mainly resulted from a decrease in internally generated funds from operations, from million in 2014 to million in 2015, i.e. a decrease in 29.5 million, an increase in tax paid of 18.9 million, from 22.3 million paid in 2014 to 41.2 million paid in 2015, offset by changes in operating working capital requirements which decreased from 24.8 million in 2014 to 52.7 million in 2015, a difference of 27.9 million between the two financial years Internally generated funds from operations Internally generated funds from operations totalled million and million in the financial years ended December 31, 2014 and December 31, 2015, respectively, largely due to the costs of the initial public offering in June 2015 and the contribution paid in the context of the employee share offering completed in December 2015 and recognised as operating income REGISTRATION DOCUMENT 2015 / SPIE SA

93 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow Income tax paid Income tax paid includes corporate tax paid in all geographic regions in which the Group operates, as well as the Business Value Added Tax [contribution sur la valeur ajoutée des entreprises] (CVAE) in France. Total income tax paid for the financial year ended December 31, 2015 was 41.2 million, i.e million more than in the financial year ended December 31, This change is largely due to an increase in tax paid of approximately 13.1 million by subsidiaries of SPIE OGS in Nigeria, Thailand, Chad and Gabon in respect of tax arrears for previous financial years. This change is also due to an increase in tax paid in Germany for 2.4 million, primarily due to the contribution from newly acquired companies Changes in operating working capital requirements The changes in operating working capital requirements represented a cash inflow of 52.7 million for the financial year ended December 31, 2015, compared to a cash inflow of 24.8 million for the financial year ended December 31, 2014, a difference of 27.9 million between the two financial years (see Note 19 to the consolidated financial statements for the financial year ended December 31, 2015 included in paragraph of this Registration Document) Net cash flows used in investing activities The following table presents cash flows used in investing activities for the financial years ended December 31, 2014 and December 31, In millions of euros Financial year ended December Effect of changes in the scope of consolidation (33.4) (74.2) Acquisition of tangible and intangible assets (34.5) (26.0) Net investment in financial assets (0.1) (0.7) Changes in loans and advances granted 2.4 (0.4) Investment grants - - Proceeds from disposals of tangible and intangible assets Proceeds from disposal of financial assets Dividends received - - NET CASH FLOWS USED IN INVESTING ACTIVITIES (62.8) (99.2) Net cash flows used in investing activities totalled 99.2 million in the financial year ended December 31, 2014 and 62.8 million in the financial year ended December 31, This 36.4 million variation was mainly due to a decrease in the impact of changes in the scope of consolidation to the amount of 40.8 million and to an increase in acquisitions of fixed assets for 8.5 million Effect of changes in the scope of consolidation The effect of changes in the scope of consolidation resulted in a cash outflow of 74.2 million and 33.4 million in the financial years ended December 31, 2014 and 2015, respectively. The cash outflows for financial year 2014 may be mainly explained by the acquisition of the Connectis group in Switzerland, of the Fleischhauer group in Germany, of the Madaule group in France, of the company Scotshield in the United Kingdom, and of the companies Vista and Viscom in Switzerland. The cash outflows for financial year 2015 may principally be explained by the acquisition of the company Leven Energy Services in the United Kingdom, of the Numac business in the Netherlands, of the companies Thermat and Vilanova in France, as well as by earn-outs paid in respect of companies acquired previously, including ENS in the United Kingdom and the companies Vista and Viscom in Switzerland. 91

94 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow Acquisition of tangible and intangible assets The acquisition of tangible and intangible assets resulted in a cash outflow of 34.5 million for the financial year ended December 31, 2015, compared to an outflow of 26.0 million for the financial year ended December 31, In 2015, acquisitions of tangible assets represented a total of 26.2 million, compared to 19.8 in In 2015, acquisitions of intangible assets represented a total of 8.3 million, compared to 6.2 million in These investments primarily represent implementation costs of software to optimise the management and control process in Changes in loans and advances granted The changes in loans and advances granted represented a cash outflow of 0.4 million for the financial year ended December 31, 2014, compared to an increase of 2.4 million for the financial year ended December 31, The change recorded may be explained mainly by changes in financial receivables relating to Public-Private Partnership contracts Proceeds from disposals of tangible and intangible assets Cash resulting from proceeds from disposals of tangible and intangible assets increased by 1.6 million, from 1.2 million for the financial year ended December 31, 2014, to 2.8 million for the financial year ended December 31, The changes recorded over the 2015 financial year are due to the amount of transfers of fixed assets for the 2015 financial year, divided up into tangible fixed assets to the amount of 2.6 million and intangible fixed assets for 0.2 million Net cash flows provided by financing activities The following table shows consolidated cash flows provided by financing activities for the financial years ended December 31, 2014 and In millions of euros Financial year ended December Financing activities Issue of share capital Proceeds from borrowings 2, Repayment of borrowings (2,830.8) (27.5) Interest paid (101.2) (106.4) Dividends paid to equity holders of the parent - - Dividends paid to non-controlling interests (1.2) (0.5) Other cash flows provided by financing activities - - NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES (156.6) (95.2) Net cash provided by financing activities represented a net disbursement of million in the financial year ended December 31, 2015, compared to a net disbursement of 95.2 million for the financial year ended December 31, The major changes in financial year 2015 are due to the increase in the share capital of SPIE SA and the operations of refinancing the Group s financial debt Issue of share capital Issues of share capital totalled million for the financial year ended December 31, 2015; there was no share capital issuance during the financial year Changes in the 2015 financial year are as follows: on June 10, 2015, the initial public offering on Euronext Paris ( IPO ) was accompanied by an increase in the capital of SPIE SA of 700 million; 92 - REGISTRATION DOCUMENT 2015 / SPIE SA

95 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow on December 10, 2015, the implementation of an employee share offering ( ORS ) resulted in an increase in the capital of SPIE SA of 53.2 million; costs disbursed under the IPO and the ORS are reduced for a total amount of 18.8 million; and the liquidation of the company Facility Management Bahrain WLL, situated in the Kingdom of Bahrain and a subsidiary of SPIE GmbH, gave rise to a reimbursement of capital to the company s non-controlling interests for an amount of 1.4 million Proceeds from borrowings The consolidated cash generated by proceeds from borrowings totalled 39.1 million and 2,043.5 million in the financial years ended December 31, 2014 and 2015, respectively. In 2014, the cash generated by proceeds from borrowings corresponded to drawings under the Capex facility, which increased by 35.3 million in The remaining cash generated in 2014 primarily corresponds to the implementation of client receivables financing by the Swiss subsidiary SPIE ICS (formerly Connectis) that was acquired in July In 2015, the cash generated by proceeds from borrowings corresponds to the Group s financial debt refinancing transactions, as follows: on January 13, 2015, drawdown of Facility E of 625 million and issue of 2 nd Lien Bonds for million. In addition, a Revolving Credit Facility, with maturity on August 31, 2017, was drawn down to the amount of 97.5 million. These three facilities were repaid in full on June 11, 2015 (see Section of this Registration Document); in the context of its initial public offering on June 11, 2015, the Group signed a new Senior Credit Agreement dated May 15, 2015, on which on June 11, 2015 a nominal amount of 1,125 million was drawn down. In addition, a Revolving Credit Facility, with maturity on May 11, 2020, was drawn down to the amount of 50 million on December 31, 2015; and costs disbursed in respect of refinancing costs decrease the cash generated by the issued borrowings for a total amount of 39.6 million Repayment of borrowings Repayments of borrowings resulted in net disbursements totalling 27.5 million and 2,830.8 million in the financial years ending December 31, 2014 and 2015, respectively. In 2014, the cash disbursed to repay borrowings totalling 27.5 million was largely due to the prepayments of Tranches B, C1 and C2 totalling 20.0 million, and the contractual repayment of a borrowing and finance lease totalling 4.2 million. In 2015, the cash disbursed to repay borrowings totalling 2,830.8 million is essentially explained by the Group s debt refinancing transactions, as follows: on January 13, 2015, reimbursement of High Yield Bonds in full for a total of 375 million, plus a makewhole of 44.0 million; on January 13, 2015, repayment of the loan granted by Clayax Acquisition Luxembourg 5 (majority shareholder of SPIE SA) to the amount of million in principal and interest accrued; on June 11, 2015, in the context of its initial public offering, the Group repaid all its facilities relating to the senior credit agreement dated August 18, 2011 and subsequent amendments (Facilities B, C1, C2, capex and Revolving Credit Facility with maturity at August 31, 2017), for a total amount of 1,147.3 million; and on June 11, 2015, in the context of its initial public offering, the Group also repaid its Facility E of 625 million and 2 nd Lien Bonds for a total of million, initially drawn down on January 13, Moreover, disbursements in 2015 for repayments of borrowings are also due to the contractual repayments of borrowings under leasing for an amount of 6.6 million, repayments of financing linked to operational activities for 4.5 million, and repayments on the securitisation facility of client receivables to the amount of 13.1 million Interest paid Interest paid resulted in disbursements totalling million and million in the financial years ended December 31, 2014 and 2015, respectively. In 2014, interest paid under Tranches B, C1 and C2 totalled 41.3 million, and interest paid under in respect of the 2019 bond issue totalled 41.3 million. Other interest paid corresponded to the securitisation facilities for 4.0 million, the RCF line for 1.6 million, the Capex line for 2.9 million, and rate swaps for 8.8 million. 93

96 CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Goodwill In 2015, interest paid under facilities relating to the Senior Credit Agreement of August 18, 2011 and subsequent amendments (Facilities B, C1, C2, capex) and those drawn down on January 13, 2015 (Facility E and 2 nd Lien Bonds) amounted to 35.0 million. Interest on the bond issue amounted to 17.0 million. Interest paid in respect of the Revolving Credit Facility amounted to 3.3 million. Interest paid in respect of the new facility of the Senior Credit Agreement dated May 15, 2015, Facility A, amounted to 15.5 million. Other interest paid concerns the securitisation facility for an amount of 3.3 million, along with interest rate swaps for 14.9 million Dividends paid to non-controlling interests The Group paid dividends to non-controlling interests totalling 0.5 million and 1.2 million for the financial years ending December 31, 2014 and 2015, respectively. Dividends paid in 2014 to non-controlling interests went to foreign subsidiaries of SPIE Oil & Gas Services in the amount of 0.2 million. Furthermore, SPIE Holding GmbH in Germany distributed total dividends to non-controlling interests of 0.3 million. Dividends paid in 2015 to non-controlling interests went to foreign subsidiaries of SPIE Oil & Gas Services in the amount of 0.9 million. SPIE Holding GmbH in Germany distributed total dividends to non-controlling interests of 0.2 million GOODWILL As of December 31, 2015 goodwill amounted to 2,148.9 million CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS The Group s contractual obligations and off-balance sheet commitments are presented in Note 24 of the Company s consolidated financial statements for the financial year ended December 31, 2015, included in Section of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

97 CHAPTER 11 Yasref, Saudi Arabia One of the largest oil sites in Saudi Arabia, the new Yanbu Refinery: Yasref has put SPIE in charge of the commissioning and start-up of the facilities, as well as other services such as the training of 400 local engineers, or even the plan for compliance with the HSE management system. RESEARCH AND DEVELOPMENT, PATENTS AND LICENCES The Group has no significant research and development activity and does not hold any significant patents or licences. The Group uses different commercial names, brands and domain names in the context of its activity. With the exception of the SPIE brand and logos, the Group believes that none of its other commercial names, service or commercial brands is essential to its activity. All the Group s trademarks are protected in France and within the European Union. The Group also has various domain names, particularly in which the extension was changed to cover the main European countries (including.fr,.be and.de ). 95

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99 CHAPTER 12 Audi, Germany In the Audi factory in Münchsmünster, SPIE is responsible for maintenance of the technical systems as well as optimum functioning of the production and secondary processes. The Company also provides services connected with infrastructures and logistics. TRENDS AND OUTLOOK TRENDS MEDIUM TERM OUTLOOK

100 CHAPTER 12: TRENDS AND OUTLOOK Trends TRENDS See Chapter 9 Analysis of the Group s Results of this Registration Document for a detailed description of the Group s results for the year ended December 31, MEDIUM TERM OUTLOOK The objectives and trends presented below are based on data, assumptions and estimates that the Group considers to be reasonable as of the date of registration of this Registration Document. The outlook and objectives which are based on the Group s strategic goals do not constitute forecast data or estimates of the Group s profit. The data and assumptions presented below may change over time or be modified due to the changes related to the economic, financial, competitive and regulatory environment as well as other factors unknown to the Group as of the date of this Registration Document. In addition, if any of the risks described in Chapter 4 Risk Factors of this Registration Document were to actually occur, they could have a material adverse effect on the Group s business, results of operations, financial situation or outlook, and could therefore jeopardise its ability to achieve the objectives presented below. Moreover, the achievement of objectives implies the success of the Group s strategy. The Group cannot give any assurance or guarantee that it will achieve the objectives described in this section outlook of the Group s evolution of activities The Group aims to achieve an average annual growth rate (CAGR) of its production of 5% to 7% for the period The contribution of organic growth would be between 2% and 3% with the impact of acquisitions contributing an additional 200 million in average annual production acquired. In terms of external growth, the Group intends to continue its strategy of regular and diversified acquisitions, and to continue improving its local network density and efficiency and enrich its service supply by taking advantage of a market which remains highly fragmented, especially in Germany & Central Europe and North-Western Europe REGISTRATION DOCUMENT 2015 / SPIE SA

101 CHAPTER 12: TRENDS AND OUTLOOK Medium term outlook Group s financial objectives The Group targets gradual improvement of the EBITA margin reported by each of its operating segments for the period The Group thus aims at increasing its consolidated EBITA margin by between 10 to 20 basis points per year during the period (before the impact of acquisitions carried out during the period). The external growth over the period will be conducted while maintaining a highly selective approach to the various investment opportunities and the application of strict financial criteria. The Group anticipates an average EBITA margin of around 6% for all acquisitions over the period, and an average EBITA acquisition multiple in line with its historical acquisitions. The Group will also continue to implement its policy of improving operational efficiency post-acquisition of the acquired companies, as well as their financial performance, especially in terms of generation of operating cash-flows. The Group also intends to maintain over the forecast period an average Cash Conversion ratio (1) of approximately 100%, thanks to the continuation of its policy of strict management of its working capital requirements, and to the maintaining of a CAPEX level in line with the previous financial years. Finally, the Group intends, subject to approval of the annual Shareholders General Meeting of the Company, to pay dividends to its shareholders over this period equal to an annual amount of approximately 40% of the adjusted consolidated net income attributable to the Group (2). The financial objectives above have been established by assuming an average income tax gradually reducing from 25% to 35% between 2016 and 2018, primarily due to tax loss carryforwards in the first few years. Assumptions relating to medium term average cash tax rates correspond to maintenance of depreciation expenses deductible of the goodwill, as well as contributing profits relating to the acquisitions expected for the period, primarily in lower corporate tax rates regions (North Western Europe and Germany & Central Europe). (1) The financial year s cash conversion ratio is the ratio of cash flow from operations for the financial year to EBITA for the same year. Cash flow from operations corresponds to the sum of EBITA for the financial year, amortisation expense for the financial year and changes in working capital requirements and provisions for the financial year relating to the revenue and expense included in EBITA for the financial year, minus cash flow used in investments (excluding external growth) for the financial year. Cash conversion ratio is not a standardised accounting term with a generally accepted definition. (2) Adjusted for the amortisation of affected goodwill and exceptional items, as applicable. 99

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103 CHAPTER 13 City of Bordeaux, France The town hall of Bordeaux has decided on the long-term development of its infrastructures and public buildings. SPIE has made use of Facility Management solutions for several years, in order to maintain and optimize many pieces of collective equipment. PROFIT FORECASTS OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31, Assumptions Group objectives for the year ended December 31,

104 CHAPTER 13: PROFIT FORECASTS Objectives of the Group for the financial year ended December 31, OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31, Assumptions The objectives presented below are based on data, assumptions and estimates that the Group believes to be reasonable as of the date of registration of this Registration Document. These data and assumptions may change over time or be modified due to uncertainties related to the economic, financial, competitive and regulatory environment as well as other factors unknown to the Group as of the date of this Registration Document. In addition, if any of the risks described in Chapter 4 Risk Factors of the Registration Document were to actually occur, they could have an impact on the Group s business, results of operations, financial situation or outlook, and could therefore jeopardise its ability to achieve the objectives presented below. Moreover, the achievement of objectives implies the success of the Group s strategy. The Group cannot give any assurance or guarantee that it will achieve the objectives described in this section. The Group has established its objectives on the basis of consolidated financial statements for the financial year ended December 31, These objectives are primarily based on the following assumptions for the financial year 2016: slight improvement of the market conditions on the France segment compared to the trends reported for the financial year ended December 31, 2015; a continuation of the good momentum in the North- Western Europe and Germany & Central Europe segments; an oil price context remaining low and pressure on services suppliers in the petroleum segment; an exchange rate of 1 for USD1.15 and an exchange rate of 1 for GBP0.73; and an average tax rate for 2016 of approximately 25%, primarily due to the use of the carryover of large tax losses Group objectives for the year ended December 31, 2016 On the basis of the assumptions described above, the Group s objective is that, including acquisitions, consolidated production should grow, for the whole of its non-oil & Gas business, by about 5% for the financial year ended December 31, 2016, with positive organic growth on the back of good underlying trends in Energy Efficiency and ICT (1). The Group s objective is to reach a continued flow of bolt-on acquisitions, with total consolidated production acquired in 2016 in the order of 200 million, mostly in Germany, in Central Europe, and in Northern Europe. In the Oil & Gas business, the Group s core services activities should again prove resilient and report moderate organic contraction, while the Group expects a further drop in the less profitable OCTG activity (2). As of the date of registration of this Registration Document, the Group also aims for the current financial year, at an increase of the EBITA by 10 to 15 basis points compared to the margin achieved for the financial year ended December 31, 2015 (which amounted to 6.6%), with improvements expected at all four reporting segments of the Group. The Group s objective is also to maintain its Cash Conversion ratio to a level in line with its historical performances, i.e., around 100% for the financial year ended December 31, (1) Refers to the Group s Information & Communication Technology Services business. (2) Refers to the Group s tubular supply business for drilling and oil installations, called OCTG activities (Oil Country Tubular Goods), operated in Angola by the joint venture SONAID REGISTRATION DOCUMENT 2015 / SPIE SA

105 CHAPTER 14 Queensland Gas Company (QGC), Australia Maintenance of the command control and communications network for the Queensland Curtis Liquefied Natural Gas (QCLNG) project. ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT COMPOSITION AND FUNCTIONING OF THE COMPANY S MANAGEMENT AND SUPERVISORY BODIES Board of Directors Chief Executive Officer General Management Committee DECLARATIONS CONCERNING THE ADMINISTRATIVE BODIES CONFLICTS OF INTEREST

106 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies COMPOSITION AND FUNCTIONING OF THE COMPANY S MANAGEMENT AND SUPERVISORY BODIES Board of Directors The table below sets out the members of the Board of Directors at the registration date of this Registration Document, as well as the offices held by the members of the Board of the Company during the last five (5) years. For information on the composition of the Board of Directors as of December 31, 2015, see the report from the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures implemented by the Group included as Annex 1 to this Registration Document. Name Nationality Expiration date of the term of office Gauthier Louette French General meeting approving the financial statements for the financial year ended December 31, 2017 Principal duty performed in the Company Chairman of the Board of Directors and Chief Executive Officer (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Chairman of SPIE Operations Chairman of the Board of Directors of SPIE Oil & Gas Services Chairman of SPIE Nucléaire Chairman-CEO of SPIE UK Limited Chairman of the Board of Directors of SPIE Belgium Chairman of the Supervisory Board of SPIE GmbH CEO of SPIE Holding GmbH Member of the Supervisory Board of SPIE Nederland BV Manager of SPIE Management 2 Director of SPIE International Chairman of the Board of Directors of SPIE ICS AG Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: Chairman and CEO of SPIE Operations Chairman and member of the Board of Directors of Financière Spie Chairman of Clayax Acquisition 4 SAS Chairman of the Board of Directors and then Chairman of SPIE ICS (formerly SPIE Communications) Chairman of SPIE Est Chairman of SPIE Île-de-France Nord-Ouest Chairman of SPIE Ouest-Centre Chairman of SPIE Sud-Est Chairman of SPIE Sud-Ouest Director of TECNOSPIE SA Director of SPIE Maroc Outside of the Group: Not applicable REGISTRATION DOCUMENT 2015 / SPIE SA

107 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Nationality Expiration date of the term of office Denis Chêne French General meeting approving the financial statements for the financial year ended December 31, 2017 Principal duty performed in the Company Director (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Member of the Board of Directors of SPIE UK Limited Member of the Supervisory Board of SPIE Nederland BV Member of the Board of Directors of SPIE Belgium Chairman CEO and Director of ST4 Member of the Board of Directors of Devis Member of the Board of Directors of Deservis Member of the Board of Directors of Devinox Member of the Board of Directors of Elerep Member of the Board of Directors of Uni-D Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of Financière Spie Member of the Board of Directors of Clayax Acquisition 4 SAS Member of the Board of Directors of SPIE Operations Member of the Board of Directors of SPIE 350 PP Member of the Supervisory Board of SPIE 350 RA Member of the Board of Directors of Vanogroep Member of the Board of Directors of Uniservis Member of the Board of Directors of Chauffage Declercq Member of the Board of Directors of Elerepspie Member of the Board of Directors of SPIE Maroc Member of the Board of Directors of G. Vanoverschelde Électricité Industrielle Member of the Board of Directors of Vano-Electro Member of the Board of Directors of Thermofox Outside of the Group: Not applicable 105

108 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Nationality Expiration date of the term of office Nathalie Palladitcheff (1) French General meeting approving the financial statements for the financial year ended December 31, 2018 Principal duty performed in the Company Director (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Director and member of the Strategic Committee of Gecina (listed company) Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: Chairman, CEO of Icade Finances Chairman of Icade Services Interim CEO, member of the Executive Committee of Icade (listed company) Permanent Representative of Icade (listed company), Chairman of: - I-Porta - Icade Property Management - Icade Transactions - Sarvilep - Icade Expertise Permanent Representative of Icade (listed company), Liquidator of the Caisse des dépôts des Pays de Loire Permanent Representative of Icade (listed company), Managing Patner of SCI de la Résidence de Sarcelles Permanent Representative of Icade Services, Chairman of: - I-Porta - Icade Transactions - Icade Property Management - Icade Résidences Services - Icade Gestec Director and Chairman of the Audit Committee of Crédit Agricole CIB Director and member of the Audit, Financial Statements and Risks Committee of SILIC (listed company) Director of Immobiliaria de la Caisse des dépôts España Director of Qualium Investment Member of the Steering Commitee of ULI FRANCE REGISTRATION DOCUMENT 2015 / SPIE SA

109 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Roberto Quarta (2) Nationality American/ Italian Expiration date of the term of office General meeting approving the financial statements for the financial year ended December 31, 2017 Christian Rochat (2) Swiss General meeting approving the financial statements for the financial year ended December 31, 2017 Principal duty performed in the Company Director Director (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Chairman and non-executive Director of Smith & Nephew plc (limited company) Chairman of WPP plc Partner of Clayton, Dubilier & Rice Chairman of Clayton Dubilier & Rice Europe Director of Fondo Strategico Italiano Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Chairman of the Supervisory Board of Rexel SA (listed company) Chairman of Italtel Spa Non-executive Director of Foster Wheeler (listed company) Non-executive Director of BAE Systems plc (listed company) Chairman of IMI plc (listed company) Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Member of the Board of Directors of Exova Group Plc (listed company) Member of the Board of the Directors of Clayton, Dubilier & Rice Ltd. Member of the Board of Directors of Tabasco Cooperatieve B.A. Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Supervisory Board of SPIE GmbH Member of the Board of Directors of SPIE Operations Outside of the Group: Member of the Board of the Directors of Exova Topco Ltd 107

110 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Nationality Expiration date of the term of office Éric Rouzier (2)* French General meeting approving the financial statements for the financial year ended December 31, 2017 Gabrielle van Klaveren-Hessel (3) Dutch General meeting approving the financial statements for the financial year ended December 31, 2018 Principal duty performed in the Company Director Director Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Chairman of Bullseye France Acquisition Member of the Board of Directors of Tabasco Cooperatieve B.A. Member of the Board of Directors of Tabasco BV Member of the Board of Directors of CDR Bounce GP Limited Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Member of the Board of Directors of Exova Topco Limited Member of the Board of Directors of Exova Plc Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Not applicable (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. * Mr. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29, 2016, in accordance with the commitments letter described in Section of this Registration Document. He shall not be replaced REGISTRATION DOCUMENT 2015 / SPIE SA

111 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Nationality Expiration date of the term of office Michel Bleitrach (4) French General meeting approving the financial statements for the financial year ended December 31, 2017 Sir Peter Mason (4) British General meeting approving the financial statements for the financial year ended December 31, 2017 Principal duty performed in the Company Director Senior Independent Director (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Vice-Chairman of Albioma (listed company) Member of the Supervisory Board of JC Decaux (listed company) Member of the Supervisory Board of SAUR Chairman of the Supervisory Board of Indigo (formerly Vincipark) Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Chairman of SAUR Chairman of HIME Chairman-CEO of the Management Board of Keolis SA Member of the Board of Directors of Vedici Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Chairman of Thames Water Utilities Limited Chairman of AGS Airports Member of the Board of Directors of Kemble Water Holdings Limited Member of the Board of Directors of SUBSEA 7 SA (limited company) Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Member of the Board of Directors of BAE Systems plc 109

112 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Name Nationality Expiration date of the term of office Sophie Stabile (4) French General meeting approving the financial statements for the financial year ended December 31, 2017 Regine Stachelhaus (4) German General meeting approving the financial statements for the financial year ended December 31, 2017 Daniel Boscari (5) French General meeting approving the financial statements for the financial year ended December 31, 2018 Principal duty performed in the Company Director Director Director (1) Director named on the proposal of Caisse de Dépôt et Placement du Québec. (2) Directors named on the proposal of Clayton, Dubilier & Rice. (3) Director representing FCPE SPIE Actionnariat. (4) Independent Directors as defined by the Afep-Medef Code. (5) Directors representing Group employees. Principal terms of office and duties performed outside the Company during the past five years Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Member of the Supervisory Board of Altamir Chairman of the Supervisory Board of Orbis Member of the Supervisory Board of Unibail-Rodamco (listed company) Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: Member of the Board of Directors of Lucien Barrière Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Member of the Supervisory Board of SPIE GmbH Outside of the Group: Member of Board of Directors of Computacenter Hatfield UK Member of the Supervisory Board of Covestro AG Leverkusen Germany Member of the Supervisory Board of Covestro Deutschland AG Leverkusen Germany Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: Member of the Board of Directors of E.ON SE Member of the Supervisory Board of E.ON Global Commodities SE Member of the Supervisory Board of E.ON Sverige Member of the Supervisory Board of E.ONRuhrgas Member of the Supervisory Board of E.ON Energie Chairman of the Supervisory Board of E.ON IT GmbH Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: Member of the Board of Directors of SPIE Operations Outside of the Group: Not applicable REGISTRATION DOCUMENT 2015 / SPIE SA

113 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Personal information about the members of the Board of Directors Gauthier Louette, 54, graduated from the École Polytechnique and École Nationale Supérieure de Techniques Avancées. He joined the Group in 1986, and has been spending his whole career working with the Group, first as a project engineer, then as project manager, then as Director of Operations before being appointed in 1998 as Chief Executive Officer of SPIE Capag, SPIE s pipeline division. In 2000, he was appointed as Director of the Oil & Gas Branch of SPIE. In 2003, he was appointed as Chief Executive Officer of SPIE, and became Chairman and CEO in Denis Chêne, 54, graduated from the EM Lyon and holds an MBA from INSEAD. He joined the Group in From 1993 to 1997 he served as Director of Management Control at LK Comstock in the USA. He then served as head of Group reporting before becoming Chief Financial Officer of SPIE Île-de-France Nord-Ouest in He was appointed as Chief Financial Officer of the Group in Nathalie Palladitcheff, 48, graduated from ESC Dijon and holds a DECF degree and DESCF degree. She started her career at Coopers & Lybrand Audit (1991 to 1997). She then joined the Banque Française Commerciale Océan Indien ( ) as Director of financial matters and of management control. In 2000, she was appointed as Financial Director of Société Foncière Lyonnaise, of which she later became Deputy General Manager. As from May 2006, she was General Manager of Dolmea Real Estate. She then joined Icade in September 2007, as member of the Executive Committee, in charge of finance, legal and IT, and, as from August 2010, of the Services to Real Estate department. In April 2015 and effective as of August 3, 2015, she was appointed as Executive Vice-President and Chief of Finance of Ivanhoé Cambridge, a subsidiary of the Caisse de Dépôt et Placement du Québec. Nathalie Palladitcheff was Director of Silic and Qualium and Director and Chairman of the Audit Committee of Crédit Agricole CIB. She received the honor of chevalier de l Ordre national du Mérite. Roberto Quarta, 65, is a partner and Chairman of Clayton, Dubilier & Rice, Europe, Chairman-elect of WPP plc and Chairman of Smith & Nephew plc. In 2015, he stepped down from IMI plc where he served as Chairman since He is a member of the Investment Committee of Fondo Strategico Italiano. Mr. Quarta served as Chairman of the Supervisory Board of Rexel during CD&R s ownership of the company from 2005 to Prior to CD&R, he served as CEO of BBA Group plc from 1993 to 2001, leading the successful restructuring and reorganising of the company and continuing to serve as Chairman from 2001 to Mr. Quarta also held various senior leadership positions with BTR plc and served on the Board of Directors. He was formerly a non-executive Director of BAE Systems plc, Foster Wheeler Corp, Equant NV and PowerGen plc. Mr. Quarta is a graduate and a former Trustee of the College of the Holy Cross. Christian Rochat, 55, holds a law doctorate from Lausanne University and an MBA from the University of Stanford. He has been a partner at Clayton Dubilier & Rice since 2004 and was Managing Director of Morgan Stanley Capital Partners from 1997 to Before that, he was Director of Schroder Ventures (from 1996 to 1997), Vice-President in the Merger & Acquisitions Department of Morgan Stanley (from 1990 to 1996) and an attorney in the Canton of Vaud (from 1985 to 1988). Éric Rouzier (1), 40, graduated from the ENSAM Graduate School of Engineering and ESSEC. He joined Clayton Dubilier & Rice in He is a member of the Board of Directors of Exova Group Limited and previously worked in the investment banking division of JPMorgan as a management consultant. Gabrielle van Klaveren-Hessel, 54, studied English linguistics and literature at the University of Utrecht in the Netherlands. From 1999 to 2001, she worked in the Financial Department of the Dutch group Electron Holding BV. In 2001, after the Group purchased Electron, she became payroll management administrator at SPIE Nederland then payroll manager in Since May 2012 she has been the representative of the FCPE SPIE Actionnariat on the Board of Directors. Michel Bleitrach, 70, graduated from the École Polytechnique and the École Nationale des Ponts et Chaussées and holds a Master s in economics and an MBA from the University of California, Berkeley. He began his career with the Bechtel engineering group, and then joined the Ministry of Equipment where he directed several major development programs. He then worked for the Elf Aquitaine group with positions in production-exploration and chemicals and industrial development before joining from 1989 to 2003 Lyonnaise des Eaux, then Suez as Chairman and CEO of Elyo and of Suez Industrial Solutions. From 2005 to 2012, he served as Chairman and CEO of Keolis, and then became Chairman of the Saur Group parent company in In 2006, he also joined the Board of Directors of Séchilienne-Sidec, now Albioma, in which he was appointed as Vice-Chairman of the Board in Sir Peter Mason, 69, graduated from the University of Glasgow. He served as Chairman and CEO of Balfour Beatty Limited, then as CEO of AMEC, before being named Chairman of Thames Water Utilities Limited in December Until October 2008, he was a member of the Board of the Olympic Delivery Authority for the 2012 Olympic Games. He was named Knight Commander of the British Order of the Empire for services rendered to international trade in Since December 8, 2015, he has been the Senior Independent Director on the Board of Directors of SPIE SA. (1) Mr. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29, 2016, in accordance with the commitments letter described in Section of this Registration Document. He shall not be replaced. 111

114 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies Sophie Stabile, 46, is a graduate of the French Ecole Supérieure de Gestion et Finances. She began her career with Deloitte, before joining Accor in 1999 to head the Group s Consolidation and Information System Department. In 2006, she was appointed Group Controller-General. In May 2010, she was appointed Chief Financial Officer. She has been a member of Accor s Executive Committee since August 2010 and member of Unibail-Rodamco s Supervisory Board. She was appointed Chief Executive Officer of HotelServices France of the AccorHotels group on October 1, Regine Stachelhaus, 60, is a graduate of Eberhard-Karls University of Tübingen. She began her career as a lawyer before joining Hewlett-Packard GmbH in 1984 where she served as Managing Director from 2000 to In May 2002, she was also appointed Vice-President of Imaging and Printing Group (Hewlett-Packard GmbH). She was subsequently appointed Head of Human Resources and member of the Board of Directors of E.ON SE. She has been a Director of the British Group Computacenter Plc since July 2013 and a member of the Supervisory Board of Covestro AG since October Daniel Boscari, 59, graduated from the ICG Paris. He started his career with the Group in 1981, and has held the positions of project finance manager and Director of municipality development within the management of SPIE. He is the Director representing Group employees on the Board of Directors of SPIE SA Nationality of the members of the Board of Directors Five Directors and one non-voting Director are non-french Independent members of the Board of Directors Four members of the Board of Directors are independent as defined by the AFEP-MEDEF Code. For detailed information on the Directors independence, see the Chairman s report on corporate governance and the internal control procedures set out in Annex 1 to this Registration Document Gender balance in the Board s composition The Board of Directors has four female members and is therefore in compliance with the provisions of Law of January 27, 2011 governing the gender balance in the Boards of Directors and Supervisory Board and professional equality Non-voting Directors Mr. Alexandre Motte, responsible for co-investment business at Ardian, and Mr. Baudoin Lorans, Principal Director, Investments, Private Investment at Caisse de Dépôt et Placement du Québec, are non-voting members on the Company s Board of Directors. Mr. Alfredo Zarowsky, Adviser to the Chairman since January 1, 2016, and formerly Senior Vice President, Strategy and Group Development, resigned from his office as non-voting Director within the Board of Directors of the Company with effect as of April 27, He shall not be replaced Senior Independent Director The Board of Directors decided to appoint an Independent Director as Senior Independent Director. The Senior Independent Director performs the following duties, in accordance with the provisions of the Internal Rules of the Company: The Senior Independent Director shall assist the Chairman in his duties, in particular in the organisation and smooth functioning of the Board of Directors and its Committees and the supervision of the corporate governance and internal control. He is in particular the preferred contact for shareholders, in particular those not represented on the Board of Directors, regarding corporate governance issues. He is also responsible for providing assistance to the Board of Directors in order to ensure the smooth functioning of the Company s corporate bodies and for providing the Board of Directors with his views on the transactions on which the Board of Directors shall deliberate. In this context, he shall ensure that members of the Board of Directors are able to exercise their duties in the best possible conditions, in particular by ensuring that they receive a high level of information prior to the meetings of the Board of Directors. The Senior Independent Director meets periodically and at least once a year the non-executive Board members without the executives or in-house Directors, in order, in particular, to assess the performance of the Chairman and CEO (Président-directeur général) and, if applicable, performance of one or more deputy managing Directors (Directeurs généraux délégués) and to think about the future of the executive management. In this context, the Senior Independent Director leads the discussions during the meeting of the Board of Directors which, following report of the Compensation Committee, assess the performance of the Chairman and CEO (Président-directeur général) and, if applicable, performance of one or more deputy managing Directors (Directeurs généraux délégués), and determine their objectives and compensation. Similarly, if he deems necessary, the Senior Independent Director may organise, REGISTRATION DOCUMENT 2015 / SPIE SA

115 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Composition and functioning of the Company s management and supervisory bodies prior to the meeting of the Board of Directors deliberating on the assessment of the Board of Directors and of the Committees, a meeting among the independent members of the Board of Directors for consultation, coordination and facilitation of communication of potential recommendations to the latter. The Senior Independent Director is in charge, in particular, in coordination with the Appointments Committee which he may consult and meet on these matters as necessary, of regularly performing diligences for the identification and analysis of, and information on, situations which might fall within the scope of the management and prevention of conflicts of interests within the Board of Directors and among the executive officers. He is seized or seizes himself of every conflict of interests, actual or potential, which he becomes aware of concerning the executive officers and the other members of the Board of Directors. He informs the Secretary of the Board of Directors and the Chairman of the Appointments Committee thereof and, if the latter deems necessary, the Board of Directors. The Senior Independent Director, as necessary, may provide recommendations to the Appointments Committee and to the Board of Directors on the management of potential conflicts of interests that he detected or of which he was informed. The Senior Independent Director shall establish and present annually to the Board of Directors an activity report to assess the type of diligences and missions conducted, in particular as regards the monitoring of all corporate governance matters and the use made of the powers recognised to him. On December 8, 2015, Sir Peter Mason was appointed by the Board of Directors as Senior Independent Director of the Company Chief Executive Officer The positions of Chairman of the Board and Chief Executive Officer of the Company are combined; Mr. Gauthier Louette being Chairman and CEO of the Company General Management Committee The Group has formed a General Management Committee which determines and implements the operational strategy of the Group, while ensuring the consistency of its actions. This Committee meets several times a year and is composed of the Managing Directors of the subsidiaries, the Chairman and CEO of the Company, the Chief Financial Officer, the Director of Human Resources, the Directors of Strategy, Development and Acquisitions and the Director of Operational Support. In addition to the Chairman and CEO, it is composed of 17 members who reflect the European governance of the Group. The following are members of this Committee: Gauthier Louette, Chairman and CEO of SPIE SA and Chairman of SPIE Operations; Gilles Brazey, Chief Operating Officer for France, SPIE Operations; Denis Chêne, Chief Financial Officer of SPIE SA and SPIE Operations; Yves Compañy, Chief Executive Officer of SPIE Oil & Gas Services; Johan Dekempe, Chief Executive Officer of SPIE Belgium; Olivier Domergue, Chief Executive Officer of SPIE Nucléaire; Philippe Girault, Chief Executive Officer of SPIE Île-de-France Nord-Ouest; Pascal Poncet, Chief Executive Officer of SPIE Sud-Est; Alain Langlais, Chief Executive Officer of SPIE Sud-Ouest; Vincent Magnon, Chief Executive Officer of SPIE ICS (formerly SPIE Communications); Philippe Brugallé, Chief Executive Officer of SPIE Ouest- Centre; Cyril Pouet, Chief Executive Officer of SPIE Est; Thierry Smagghe, Director of Human Resources of SPIE SA and SPIE Operations; James Thoden van Velzen, Chief Executive Officer of SPIE UK; Lei Ummels, Chief Executive Officer of SPIE Nederland; Chief Executive Officer of SPIE GmbH, Jérôme Vanhove, Director of Strategy, Development and Acquisitions of the Group, Pablo Ibañez, Director of Operational Support (Purchases, Real Estate, Sustainable Development, Digital, IT) of the Group. 113

116 CHAPTER 14: ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES, GENERAL MANAGEMENT Declarations concerning the administrative bodies DECLARATIONS CONCERNING THE ADMINISTRATIVE BODIES As of the date of this Registration Document, to the Company s knowledge, there are no family relationships among the members of the Company s Board of Directors and the Chairman and CEO of the Company. Moreover, to the Company s knowledge, within the last five years: (i) none of the member of the Board of Directors or the Chairman and CEO has been convicted of fraud; (ii) none of the member of the Board of Directors or the Chairman and CEO has been associated with any bankruptcy, receivership or liquidation; (iii) none of the member of Board of Directors or the Chairman and CEO has been the subject of any official public incrimination or sanctions by judicial or administrative authorities (including relevant professional organisation); and (iv) None of the member of the Board of Directors or the Chairman and CEO has been disqualified by a court from acting as a member of an administrative, management or supervisory body of an issuer or from participating in the management or conduct of the business of any issuer CONFLICTS OF INTEREST To the Company s knowledge, and subject to the relationships described in Section 18.2 and 18.3 of this Registration Document, there are no potential conflicts of interest between the duties of the members of the Board of Directors and the Chairman and CEO of the Company as regards the Company and their private interests as of the date of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

117 CHAPTER 15 DF Energy, United Kingdom Installation of lighting and generators for the entire new Harrington Power gas-fired power plant in Manchester. COMPENSATION AND BENEFITS COMPENSATION AND BENEFITS PAID TO DIRECTORS AND EXECUTIVES Compensation of members of the Board of Directors Compensation of executive officers Allocation of stock options or share purchase options AMOUNT OF THE PROVISIONS MADE OR RECORDED BY THE COMPANY OR BY ITS SUBSIDIARIES FOR THE PAYMENT OF PENSIONS, RETIREMENT PLANS OR OTHER BENEFITS

118 CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives COMPENSATION AND BENEFITS PAID TO DIRECTORS AND EXECUTIVES Compensation of members of the Board of Directors Beside the table below which details the amount of the Director s fees paid to Directors of the Company, with the exception of the Chairman and CEO, by the Company or by any company of the Group during the years ended 2014 and On the date of this Registration Document, no other compensation procedures or any advantages are planned for the non-executive officers. The amount of Directors attendance fees corresponds to a gross amount before any withholding tax levied by the Company: Table 3 (AMF definition) Table of Director s fees and other compensation received by the non-executive officers Non-executive officers Amounts paid in 2014 Amounts paid in 2015* Michel Bleitrach Directors attendance fees 70,000 28,000 Other compensation 0 0 Denis Chêne Directors attendance fees 0 0 Other compensation 0 0 Nathalie Palladitcheff Directors attendance fees - - Other compensation - - Peter Mason Directors attendance fees 60,000 28,000 Other compensation 0 0 Roberto Quarta Directors attendance fees 0 0 Other compensation 0 0 Christian Rochat 0 0 Directors attendance fees Other compensation 0 0 Éric Rouzier** Directors attendance fees 0 0 Other compensation 0 0 Sophie Stabile Directors attendance fees 30,000 24,000 Other compensation 0 0 Regine Stachelhaus Directors attendance fees 30,000 24,000 Other compensation 0 0 * The amounts paid in 2015 correspond to the fixed portion of Directors attendance fees, i.e. 40% of the total. ** Mr. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29, 2016, in accordance with the commitments letter described in Section of this Registration Document. He shall not be replaced REGISTRATION DOCUMENT 2015 / SPIE SA

119 CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table of Director s fees and other compensation received by the non-executive officers Non-executive officers Amounts paid in 2014 Amounts paid in 2015* Gabrielle van Klaveren-Hessel Directors attendance fees 0 0 Other compensation 0 0 Daniel Boscari Directors attendance fees 0 0 Other compensation 0 0 * The amounts paid in 2015 correspond to the fixed portion of Directors attendance fees, i.e. 40% of the total. The variable portion of the Independent Directors attendance fees (i.e., 60% of the total maximum amount), based on their participation to the meetings of the Board and Committees, is paid in March of the following year. This variable portion is proportional to the participation rate to the meetings, a meeting of the Board counting for 1 and a meeting of a Committee counting for 1/2. At its meeting of March 10, 2016, the Board of Directors allocated the following variable compensation (paid end of March 2016) to the Independent Directors as regards financial year 2015: Michel Bleitrach: 38,890, based on a participation rate of 92.6% in 2015; Peter Mason: 36,210, based on a participation rate of 86.2% in 2015; Sophie Stabile: 29,250, based on a participation rate of 81.3% in 2015; Regine Stachelhaus: 36,000, based on a participation rate of 100% in Compensation of executive officers The tables below show the compensation paid to Gauthier Louette, Chairman and CEO of the Company, by the Company or by any company of the Group during the financial years ended December 31, 2014 and For detailed information on the compensation of the Chairman and CEO, see the Chairman s report on corporate governance and the internal control procedures set out in Annex 1 hereto. Table 1 (AMF definition) Summary table of compensation, stock options and stocks allocated to each executive officer Amounts in euros Gauthier Louette, Chairman and CEO Compensation due for the year (1) (detailed in Table 2) 1,347,945 1,415,475 Valuation of the multi-year variable compensation paid during the year 0 0 Valuation of the options awarded during the year (detailed in Table 4) Nil Nil Valuation of bonus shares allotted (detailed in Table 6) Nil Nil TOTAL 1,347,945 1,415,475 (1) On a gross basis (before taxes and social charges). 117

120 CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table 2 (AMF definition) Summary table of compensation, stock options and stocks allocated to each executive officer Amounts in euros Amounts due Amounts paid Amounts due Amounts paid Gauthier Louette, Chairman and CEO Fixed compensation (1) 687, , , ,000 Annual variable compensation (1) (2) 654, , , ,400 Multi-year variable compensation (1) Exceptional compensation (1) Attendance fees In-kind benefits (3) 6,545 6,545 6,555 6,555 TOTAL 1,347,945 1,564,045 1,415,475 1,375,955 (1) On a gross basis (before taxes and social charges). (2) The annual variable compensation, when objectives are met, is 100% of the fixed annual compensation, of which 55% linked to EBITA, 10% linked to operating cash-flow and 35% linked to individual qualitative objectives with a modulation of the EBITA criteria based on the Group s performances on safety (frequency rate for work accidents of the SPIE employees and temporary workers see the Report from the Chairman of the Board of Directors included in Annex 1 to this Registration Document). (3) In-kind benefits are a company car. Table 11 (AMF definition) Work contract Supplemental pension plan Severance or other benefits due or likely to become due as a result of termination or change of office Compensation under a noncompete clause Executive officers Yes No Yes No Yes No Yes No Gauthier Louette X X X X Chairman and CEO Start date of term: August 30, 2011 End of term: General Meeting on the accounts for the financial year ending December 31, 2017 Gauthier Louette benefits from a defined benefit supplemental pension plan set up within SPIE SA (which became SPIE Operations) on January 1, 2001 and a defined contribution (1) supplemental pension plan established at Financière SPIE in 2009 and at SPIE SA in The defined benefit collective pension contract concluded by SPIE SA with Cardiff (BNP Paribas group) since 2001, in accordance with the provisions of Article L of the Social Security Code, was implemented for SPIE s executives. Since January 1, 2010, Mr. Gauthier Louette is the last remaining beneficiary in function, it being specified that otherwise, pensions in application of this plan are paid by the insurer to seven executive officers of SPIE having terminated their activity before January 1, The terms to benefit from this plan are as follows: having at least 5 years of seniority within the Group at the time of departure; and having at least 60 years old at the time of departure and being able to benefit in full from his pension under the general social security regime or having at least 55 years old at the time of departure and not starting any professional activity before the liquidation of his pension under the general social security regime (in the second case, a pension will be paid at the time of departure only if the departure is initiated by the Company) (2). (1) The defined contribution pension plan (called Article 83 ), implemented in 2009, under the form of a collective pension saving contract, benefiting to the employees and executive officers whose compensation exceeds 4 ASSC (Annual Social Security Cap) (PASS Plafond Annuel de la Sécurité Sociale). (2) Mr. Gauthier Louette has 30 years of seniority within the Company REGISTRATION DOCUMENT 2015 / SPIE SA

121 CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives The reference compensation used to calculate the rights of the beneficiaries shall be equal to the average of his compensation for the three years preceding the departure from the Company. Compensation means the sum of the gross annual fixed compensation and of the gross annual variable compensation. The acquisition rhythm of the rights is annual, i.e., 2% of the reference compensation for each year of seniority within the plan during the first five years, and 3% thereafter, subject to the following two caps: the acquisition of rights, as described above, is capped at 20% of the annual reference compensation (1) ; and the annual amount of the pension paid under this plan, to which the annual pensions paid under the general social security regime and under the mandatory complementary regimes (ARRCO and AGIRC) must be added, is capped at 50% of the reference compensation. The Company recorded a provision for the financing of these rights and management was outsourced to Cardiff. As of December 31, 2015, the theoretical reference compensation is equal to the average of the compensation paid in 2013, 2014 and 2015, i.e., 1,433,633. The rights acquired by Mr. Gauthier Louette having reached the 20% cap, the theoretical annual amount of his pension would equal 286,727. During the payment of the pension, the social charge borne by the employer would amount to 32% of the gross amount of the pension (actual rate) (2). Mr. Gauthier Louette also benefits from a severance package of one year of compensation (fixed plus variable excluding exceptional bonuses if any). The performance conditions, applicable to the termination indemnity, are based on the rate of achievement of the economic and financial criteria for the variable compensation as recommended by the Compensation Committee and approved by the Board of Directors (currently EBIT and operating cash flow). The average rate of achievement of the objectives based on these criteria for the last three years must be equal to or greater than 70%. Finally, he is a participant in the social guarantee for heads of companies (GSC) that provides, in the event of job loss, payment for 24 months of an annual benefit capped at 40% x 6 ASSC (Annual Social Security Cap) (PASS - Plafond Annuel de la Sécurité Sociale). For the future, the Group intends to consider the opportunity to implement a long-term incentives policy in accordance with market practice Allocation of stock options or share purchase options Table 4 (AMF definition) Stock subscription or purchase options allocated during the year to each executive officer by the issuer or by any Group company Name of the executive officer Gauthier Louette Plan No. and date Option type (subscription or purchase) Valuation of the options using the method used for the consolidated financial statements Nil Number of options allocated during the financial year Exercises price Exercise period Table 5 (AMF definition) Stock subscription or purchase options exercised during the year by executive officer Name of the executive officer Gauthier Louette Plan No. and date Number of options raised Nil Exercise price (1) This cap of 20% was reached by Gauthier Louette before the financial year (2) As regards the defined contribution pension plan (called Article 83 ) which benefit to Mr. Gauthier Louette, the annual contribution paid by the Company is 16% x (annual compensation 4 ASCC) capped at 16% x 4 ASCC (i.e., 24,346 in 2015) and is capitalized each year in a multi-investment fund managed by BNP Paribas Epargne Retraite. 119

122 CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table 8 (AMF definition) History of allocation of stock subscription or purchase options Information on the stock subscription or purchase options Shareholders General Meeting date Plan No. 1 Plan No. 2 Plan No. 3 Etc. Board of Directors meeting s date Number of total subscription or purchase options, of which number are available for subscription or purchased by: Starting date for option exercise Expiration date Stock or purchase option price Terms of exercise (where the plan includes several facilities) Number of shares issued on the date of this Registration Document Cumulative number of stock options or purchase cancelled or expired Stock options remaining at year end Nil Table 9 (AMF definition) Stock subscription or purchase options granted to the top ten non-executive officer employees who received the largest number of options exercised by such employees Total number of options awarded / shares subscribed or purchased Weighted average price Plan No. 1 Plan No. 2 Options granted during the year, by the issuer and by any Group company to the ten employees, of the issuer or any Group company, awarded the largest number of options (overall figure) Options on the issuer and the companies previously mentioned exercised during the year by the ten employees of the Company and such companies who purchased or subscribed for the greatest number of options (overall figure) Nil Bonus share allotments Table 6 (AMF definition) Bonus shares allotted to each corporate officer Bonus shares allocated by the Shareholders General Meeting during the year to each executive officer by the issuer and by any Group company (list of names) Plan date and No. Number of shares allocated during the year Valuation of the shares using the method used for the consolidated financial statements Acquisition date Availability date Performance conditions Gauthier Louette Nil REGISTRATION DOCUMENT 2015 / SPIE SA

123 CHAPITRE 15: COMPENSATION AND BENEFITS Amount of the provisions made or recorded by the Company or by its subsidiaries for the payment of pensions, retirement plans or other benefits Table 7 (AMF definition) Bonus shares allotted and available for each executive officer Plan date and No. Number of shares becoming available during the financial year Vesting conditions Gauthier Louette Nil Table 10 (AMF definition) History of free allocation of shares Information on the bonus shares allocated Shareholders General Meeting date Plan No. 1 Plan No. 2 Plan No. 3 Etc. Board of Directors meeting s date Total number of bonus shares allocated, of which number were allocated to: Company officers Gauthier Louette Date of share acquisition End date of retention period Number of shares subscribed on the date of this Registration Document Number of shares cancelled or expired bonus shares allocated remaining at year end Nil AMOUNT OF THE PROVISIONS MADE OR RECORDED BY THE COMPANY OR BY ITS SUBSIDIARIES FOR THE PAYMENT OF PENSIONS, RETIREMENT PLANS OR OTHER BENEFITS For the collective defined-benefit pension plan to the benefit of Mr. Gauthier Louette, Chairman and CEO of the Company, the total amount of the sums set aside for the payment of pensions or any other advantages amounted to 6,662,000 for the financial year ended December 31, This amount is related to M. Gauthier Louette and seven other previous managers of the Group currently retired. 121

124 122 - REGISTRATION DOCUMENT 2015 / SPIE SA

125 CHAPTER 16 L Oréal, France The L Oréal Group has assigned to SPIE the multi-technical maintenance of its registered office on its Clichy site, a property complex of around 87,000 m 2. OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES TERMS OF THE MEMBERS OF THE COMPANY S ADMINISTRATIVE AND MANAGEMENT BODIES INFORMATION REGARDING EMPLOYMENT CONTRACTS RELATING MEMBERS OF THE BOARD OF DIRECTORS TO THE COMPANY OR TO ONE OF ITS SUBSIDIARIES THE BOARD OF DIRECTORS COMMITTEES Audit Committee Compensation Committee Appointments Committee Strategy and Acquisitions Committee STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY INTERNAL CONTROL

126 CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Terms of the members of the Company s administrative and management bodies TERMS OF THE MEMBERS OF THE COMPANY S ADMINISTRATIVE AND MANAGEMENT BODIES The information on the expiry of the terms of members of the Board of Directors and Managers is provided in Section 14.1 of this Registration Document INFORMATION REGARDING EMPLOYMENT CONTRACTS RELATING MEMBERS OF THE BOARD OF DIRECTORS TO THE COMPANY OR TO ONE OF ITS SUBSIDIARIES On the date of registration of this Registration Document, to the Company s knowledge, there is no service provision agreement that grants advantages entered into between the members of the Board and the Company or its subsidiaries THE BOARD OF DIRECTORS COMMITTEES The Company is in the form of a joint stock company (société anonyme), with a Board of Directors; it has also formed an Audit Committee, a Compensation Committee, a Nominating Committee and a Strategy and Acquisitions Committee. The main provisions of the internal rules of these Committees are presented below Audit Committee Members The Audit Committee has three members, two of whom are designed from among the independent members of the Board. The composition of the Audit Committee may be modified by the Board of Directors acting on the request of its Chairman and, in any event, must be modified if there is a change in the general composition of the Board of Directors. On the date of registration of this Registration Document, the Audit Committee is comprised of Peter Mason (Chairman, Independent Director and Senior Independent Director), Sophie Stabile (Independent Director) and Christian Rochat. Pursuant to the applicable legal requirements, the members of the Committee have special financial and/or accounting expertise. The term of office of the members of the Audit Committee coincides with their term on the Board of Directors. It may be renewed at the same time as their Board membership. The Chairman of the Audit Committee is named, after special review, by the Board of Directors on the recommendation of the Nominating Committee from among the independent members. No executive corporate officer may be a member of the Audit Committee Missions The mission of the Audit Committee is to monitor questions relating to the preparation and control of the accounting and financial information, and to ensure the effectiveness of the process to monitor risks and internal operational control in order to assist the Board of Directors in the performance of its control and audit missions REGISTRATION DOCUMENT 2015 / SPIE SA

127 CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES The Board of Directors Committees Within this framework, the primary duties of the Audit Committee are to: monitor the process to prepare the financial information; monitor the effectiveness of the internal control, internal audit and risk management systems with regard to the financial and accounting information; monitor the legal audits of the corporate and consolidated accounts by the Company s Statutory Auditors; and monitor the independent of the Statutory Auditors. The Audit Committee reports regulatory to the Board on the performance of its missions and informs the Board of Directors immediately of any difficulty encountered. The Audit Committee meets as needed and, in any case, at least twice a year at the time of the preparation of the annual and half-year financial statements Compensation Committee Members The Compensation Committee is composed of three members, two of whom are independent members of the Board. They are appointed by the Board from the members on the basis of their independent and their expertise in the area of compensation for executive officers of public traded companies. No executive officer may be a member of the Compensation Committee. On the date of registration of this Registration Document, the Compensation Committee is comprised of Michel Bleitrach (Chairman, Independent Director), Sophie Stabile (Independent Director) and Roberto Quarta. The term of office of members of the Compensation Committee coincides with their term on the Board of Directors. It may be renewed at the same time as their Board membership Missions The Compensation Committee is a specialised committee of the Board of Directors, the principal task of which is to assist the Board in the determination and regular assessment of all compensation and benefits for executive corporate officers or executive managers of the Group, including all deferred benefits and/or severance payments for voluntary or force departure from the Group. In this framework, it performs the following tasks: reviews and recommends to the Board of Directors all elements and conditions of the compensation for the principal executives of the Group; reviews and recommends to the Board the method of allocation of Directors fees; consults for recommendation to the Board of Directors on all exceptional compensation related to special missions, if any, that may be assigned by the Board of certain members. The Compensation Committee meets as needed and, in any event, at least once a year, prior to any meeting of the Board of Directors that will decide on the compensation for executive management or the allocation of Directors fees Appointments Committee Members The Appointments Committee is composed of four members; one member is an independent member of the Board of Directors. They are appointed by the Board from among the members, based on their independent and expertise in selecting corporate executive officers of publicly traded companies. No executive officer may be a member of the Appointments Committee. On the date of registration of this Registration Document, the Appointments Committee is comprised of Roberto Quarta (Chairman), Regine Stachelhaus (Independent Director), Nathalie Palladitcheff and Gauthier Louette. The term of office of members of the Appointments Committee coincides with their term on the Board of Directors. It may be renewed at the same time as their Board membership Missions The Appointments Committee is a specialised committee of the Board, with the primary mission of assisting the Board in determining the members of the executive bodies of the Company and its Group. In this context, it performs the following missions: nominating recommendations for members of the Board of Directors, Management, and Board of Directors Committees; and annual assessment of the independence of the members of the Board of Directors. The Appointments Committee meets as needed and, in any event, at least once a year prior to the Board meeting that decides the situation of the members with regard to the independence criteria adopted by the Company. 125

128 CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Statement related to the corporate governance of the Company Strategy and Acquisitions Committee Members The Strategy and Acquisitions Committee has five members, including one who is an independent member of the Board of Directors. On the date of registration of this Registration Document, the Strategy and Acquisitions Committee is comprised of Gauthier Louette (Chairman), Regine Stachelhaus (Independent Director), Christian Rochat, Nathalie Palladitcheff and Denis Chêne Missions The Strategy and Acquisitions Committee is responsible for questions relating to the Group s policy on acquisitions and financing. The Strategy and Acquisitions Committee must be consulted about any proposed transfer, acquisition or disposal, spin-off, merger or demerger by the Company or a company of the Group when the operation in question involves an enterprise value or transaction greater than fifteen million euros or a company or business that generates annual revenues greater than fifty million euros and, more generally, when the operation in question must first be approved by the Board of Directors STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY The Company refers to the recommendations of the AFEP and MEDEF Code of corporate governance for publicly traded companies (the AFEP-MEDEF Code ). The AFEP-MEDEF Code to which the Company refers may be consulted on the Internet at the following address: medef.com. The Company keeps copies of this code permanently available for the members of its corporate governing bodies. The Board of Directors of the Company, in its composition mentioned in Chapter 14 of this Registration Document, met on March 10, 2016, among other things in order to look at procedures for implementing the AFEP-MEDEF Code according to the comply or explain rule. The Company complies with the recommendations of the Afep-Medef Code, except on the points detailed in the Chairman s report provided for by Article L of the French Commercial Code, included in Annex 1 to this Registration Document INTERNAL CONTROL The internal control process implemented within the Group is presented in Section of this Registration Document. Detailed information is also available in the report from the Chairman of the Board of Directors provided for by Article L of the French Commercial Code, included in Annex 1 to this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

129 CHAPTER 17 Morbihan Energies, France Use of 250 electric charging stations for electric vehicles throughout the Département of Morbihan. EMPLOYEES PRESENTATION Number and breakdown of employees Employment and working conditions Training Compensation policy Labour relations EQUITY INTERESTS AND STOCK OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT Interests of the members of the Board of Directors and management Stock options and bonus shares awarded PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES Profit-sharing agreements Incentive schemes Company savings and similar plans EMPLOYEE SHAREHOLDING Fonds commun de placement d entreprise SPIE Actionnariat Managerial ownership of the Company POST-EMPLOYMENT BENEFITS

130 CHAPTER 17: EMPLOYEES Presentation PRESENTATION Number and breakdown of employees General presentation of the work force As of December 31, 2015, the Group employed a total (including all types of employment contracts) of 37,662 persons, as compared with 38,245 persons as of December 31, 2014, i.e., a global decrease of 583 persons with 734 new employees in the context of acquired companies and therefore a decrease at constant perimeter of 1,317 persons, mainly due to the adjustment of the workforce in France, in the OGS business and in Germany, and 37,238 as of December 31, In 2015, 828 new employees joined the Group, as a result of the acquisitions carried out by the Group and 94 left the Group as a result of the sale of the subsidiaries in Hungary and Greece. For the year ended December 31, 2015, the Group s payroll totalled 2,034 million compared with 1,968 million for the year ended December 31, 2014 and 1,698 million for the year ended December 31, The increase results mainly from the acquisitions completed by the Group in 2015 and Payroll represents the addition of all gross salaries and employer s social security contributions Breakdown of employees The table below sets out the breakdown of Group employees by country at December , 2014 and 2015: Country France 19,938 19,691 19,046 Belgium 1,561 1,554 1,620 Germany 4,536 5,003 4,804 United Kingdom 3,163 3,388 3,244 Netherlands 2,625 2,651 3,389 Switzerland Portugal Poland Hungary Greece Other (1) Total Europe 32,816 33,799 33,509 Morocco Rest of Africa 1,374 1,492 1,398 Total Africa 2,372 2,430 2,305 Middle East Asia 1,067 1, Other (2) TOTAL 37,238 38,245 37,662 (1) Norway, Russia. (2) North America, South America REGISTRATION DOCUMENT 2015 / SPIE SA

131 CHAPTER 17: EMPLOYEES Presentation The table below sets out the breakdown of Group employees for its main subsidiaries (employees > 1,000) at December 31, 2013, 2014 and 2015: Subsidiary SPIE Ouest-Centre 3,048 2,995 2,896 SPIE Sud-Ouest 2,717 2,721 2,589 SPIE Île-de-France Nord-Ouest 3,732 3,586 3,514 SPIE Est 1,746 1,721 1,645 SPIE Sud-Est 2,662 2,563 2,536 SPIE Nucléaire 2,091 2,115 2,118 SPIE ICS (formerly SPIE Communications) 3,302 3,250 3,019 SPIE Oil & Gas Services 3,901 4,079 3,840 SPIE Belgium 1,561 1,554 1,582 SPIE Nederland 2,625 2,651 3,389 SPIE UK 2,194 3,388 3,239 SPIE GmbH 5,847 5,614 5,327 TOTAL 35,426 36,237 35,694 The table below sets out the breakdown by socio-professional categories of Group employees at December 31, 2013, 2014 and 2015: Socio-professional category Managers 7,809 8,035 6,761 ETAM (1) 16,523 17,689 17,455 Workers 12,906 12,521 13,446 TOTAL 37,238 38,245 37,662 (1) Employees, technicians and supervisors. The following table shows the proportion of women in the Group s workforce at December 31, 2013, 2014 and 2015: Percentage of women 2013 (Europe) 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) Percentage of female employees 14% 14% 14% 14% 13.41% Percentage of female managers 14% 14% 13% 14% 14% Percentage of female employees, technicians and supervisors 21% 19% 19% 19% 19% Percentage of female workers 6% 8% 6% 7% 6% 129

132 CHAPTER 17: EMPLOYEES Presentation The following table sets out the breakdown of Group employees by type of contract at December 31, 2013, 2014 and 2015: Percentage of contract types 2013 (Europe) 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) Indefinite-term contracts 84% 84% 84% 81% 80% Other (1) 16% 16% 16% 19% 20% Of which temporary 60% 61% 61% 61% 45% (1) Fixed-term contract, interns and temporary. The table below shows the age pyramid for Group employees with regular (indefinite-term) contracts at December 31, 2013, 2014 and 2015: Age pyramid 2013 (Europe) 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) < 25 7% 7% 7% 7% 6% % 37% 37% 39% 39% % 42% 42% 41% 41% % 10% 10% 10% 10% >60 4% 4% 4% 3% 4% Employment and working conditions The table below shows the change in employment within the Group for the last three years in Europe: Employment 2013 (2) Turnover for indefinite-term contract employees (1) 11.14% 10.80% 10.90% Voluntary turnover for indefinite-term contract employees 4.00% 4.50% 4.50% Hiring rate of indefinite-term employees 9.70% 7.40% 7.20% Percentage of disabled workers/employees recorded (3) 2.97% 4.50% 4.84% (1) Excluding internal transfers. (2) Excluding SPIE GmbH. (3) France. The following table shows the change in absenteeism and overtime over the last three years in France: Work conditions Absentee rate (1) 4.39% 5.13% 4.85% Overtime 551, , ,337 (1) Number of days of absence against total of theoretical days of work REGISTRATION DOCUMENT 2015 / SPIE SA

133 CHAPTER 17: EMPLOYEES Presentation The table below shows the change in work place safety for the last three years (accidents in the work place Group employees): Work place safety 2013 (1) (2) Number of work fatal accidents Frequency rate with work stoppage (3) Gravity rate (1) Frequency rate with work stoppage is 7.66 and the gravity rate is 0.30 on a pro forma basis prepared as if all the acquisitions carried out in 2013, including the acquisition of Service Solutions activities of Hochtief, had been acquired on January 1, (2) 2015 acquisitions included prorata temporis. (3) The frequency rate with work stoppage means the number of work accidents for a million of worked hours Diversity a development and growth factor An integral part of the Group s guidelines and management values, diversity is included in the enterprises project SPIE, shared ambition. It is a full part of corporate social responsibility and contributes to improving the climate of trust and working conditions. SPIE signed its Diversity Charter in 2008, and is creating a Group Diversity Committee with the objective of strengthening the commitment to prevent discrimination and ensure equal opportunity. With the Group, the promotion of Diversity as a development factor is implemented through concrete measures based on four priorities: the search for greater male-female balance; improved employment of disabled workers; the harmonious distribution of generations; and diversity in origins The search for greater male-female balance The Group is committed to following the career development of its female employees and is conducting measures to promote the integration of women, particularly in the technical professions and management positions. Special attention is also given to career development during the career committee process. Outside, the Group continues to make meetings in targeted schools in order to introduce students to the Group s businesses Training For the year ended December 31, 2015, 3.03% of the payroll expense was allocated to training Group employees (Europe scope). Training 2013 (1) 2014 (2) 2015 Total training expenses (in euros) 28,561,463 36,178,125 37,274,773 Employees who received training 20,932 25,132 25,632 (1) Scope: Europe excluding SPIE GmbH. (2) Scope: Europe including SPIE GmbH Training: combine skills and performance Within the Group, the training plan is driven by the operating information related to the strategic plans and budgets, the needs for resources expressed by the Provisional Management of Jobs and Skills (Gestion Prévisionnelle des Emplois et des Compétences, GPEC), and a consideration for individual support highlighted during the annual interviews, and the need to prepare the employees coming from the career committees. The purpose of these committees is to detect those with potential in the Company, build career plans to develop those employees, design inter-subsidiary transfers and develop replacement plans. The Group approach (committee), which is deployed at different levels of the organisation, results in an objective validation and analysis of key employees. 131

134 CHAPTER 17: EMPLOYEES Presentation The Group has developed its own training organisation, the Skills Development Centre, which consists of: the Management School, which provides managerial training and project training to the members of Management Committees. This school trains approximately 2,000 trainees per year; the Technological Institute, dedicated to the best technicians in the Group in order to anticipate changes in its strategic businesses. The Technological Institute offers around twenty custom technical training sessions that meet changes in the market and customer needs Compensation policy Managers in Group companies are eligible for a variable annual compensation. The variable annual compensation for managers is as follows: 10% to 30% of the annual base salary for the managerial population; and 30% to 40% for managers who are members of the Management Committees of the subsidiaries. The objectives are both quantitative and qualitative, group and individual, as follows: Labour relations The employees of Group companies are represented at various levels (Group/company/site) by the representatives of the representative unions, employee delegates, the works council and/or the central enterprise council, the Health, Safety and Working Conditions Committee, and the Group Committee. The European Works Council is composed of representatives from the different members States in which the Group is present; it is operated in accordance with the applicable European regulations (European Directive 2009/38/EC governing the institution of a European works council dated May 6, 2009). As at December 31, 2015, the Group employed 37,662 persons, some of whom are union members. The Group considers that overall it has satisfactory working relations with its employees and their representatives, for example, just for France at December 31, 2015, it has more than 149 collective agreements or action plans negotiated since 2009 with the representatives of the unions. At the European level, the rules for forming and operating the European Works Council were unanimously approved. operating criteria: EBITA and cash-flow of the entity of attachment; and individual development criteria. The results of the operating criteria are weighted by a safety coefficient directly tied to the Group s safety performance REGISTRATION DOCUMENT 2015 / SPIE SA

135 CHAPITRE 17: EMPLOYEES Equity interests and stock options held by members of the Board of Directors and management EQUITY INTERESTS AND STOCK OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT Interests of the members of the Board of Directors and management Directors The table below shows the shareholding held by each of the Directors in the Company share capital at the registration date of the Registration Document: Company Director Number of shares and voting rights held at December 31, 2015 Number of shares and voting rights % of capital % of voting rights Gauthier Louette (Chairman and CEO) 2,434, % 1.58% Denis Chêne (Chief Financial Officer) 1,030, % 0.67% Roberto Quarta % 0.00% Nathalie Palladitcheff % 0.00% Christian Rochat % 0.00% Éric Rouzier* % 0.00% Gabrielle van Klaveren-Hessel** % 0.00% Michel Bleitrach 1, % 0.00% Peter Mason 2, % 0.00% Sophie Stabile % 0.00% Regine Stachelhaus % 0.00% Daniel Boscari 39, % 0.03% * Mr. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29, 2016, in accordance with the commitments letter described in Section of this Registration Document. He shall not be replaced. ** Gabrielle van Klaveren-Hessel also holds units in the FCPE SPIE Actionnariat 2011 sub-fund and units in the FCPE SPIE Actionnariat 2015 sub-fund (see Section 17.4 Employee shareholding below) Stock options and bonus shares awarded On the date of registration of this Registration Document, the Company has not set up any stock option plans or bonus share plans. 133

136 CHAPTER 17: EMPLOYEES Profit-sharing agreements and incentive schemes PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES Profit-sharing agreements In France, the employees of Group companies with more than fifty employees benefit from profit-sharing under a collective agreement signed June 6, Pursuant to this agreement, which was signed by all representative union organisations, the profit-sharing, which varies in accordance with the performance of the Group companies included within the scope of the June 6, 2005 agreement, is pooled with all the special positive profit-sharing reserves of each of the companies within the scope (global special profit-sharing reserve). Thirty per cent (30%) of the global special profit-sharing reserve is uniformly distributed to all employees included within the scope of the June 6, 2005 agreement, prorated on the time employed over the reference year, and the remaining 70% is distributed in proportion to the salary received over the reference year. To offset the negative impact of the gross employer contribution paid in the context of the 2015 employee shareholding operation (see Section 17.4 Employee shareholding below) on the 2015 results of each of the Group s companies concerned, and consequently on the amount of the special profit-sharing reserve in relation to the Company s results, and so as not to penalise those employees benefitting from profit-sharing, a decision was taken on payment of an additional special profit-sharing reserve by SPIE Operations of a gross amount of 1.8 million, in accordance with the provisions of Article L of the French Employment Code. The gross global special profit-sharing reserve for 2015 thus amounted to 10,575,107 (including the additional payment made by SPIE Operations) Incentive schemes In France, the employees of Group companies with more than fifty employees benefit from a share in the results of the Company under a collective agreement signed April 10, The incentives are calculated under similar conditions as a function of the results and performances specific to identified sub-groups. An EBIT/revenue ratio calculated by the Company is the first condition for benefiting from the bonus. When this is the case, the payment of the incentive is then a function of the growth in the EBIT/revenue ratio (normal payment) or decrease in the EBIT/revenue ratio (payment with application of penalties) for the previous year over the reference perimeter. The incentive is uniformly divided among the employees, solely taking into account actual time presence in the Company during the year in question. The gross total amount distributed to beneficiary employees for the incentives for 2015 was 13,284, Company savings and similar plans The Group has a Group Savings Plan (plan d épargne Groupe, PEG) and an International Group Savings Plan (PEGI) which have been primarily used, since they were established, support Group employee shareholding in the Company during various successive operations (in particular, the Company purchase by the Employees in 1997 and then the Leveraged Buy Outs of 2006 and 2011 and finally the IPO in 2015). The PEG, which was established by a unilateral instrument of December 8, 1997, has allowed Group employees since November 24, 2009 to invest in units of funds invested in joint companies pursuant to Article L Section 1 of the French Employment Code. Since December 26, 2012, the PEG has accepted funds coming from the Group profit-sharing agreement of June 6, 2005 pursuant to Law of November 9, The PEGI was established by a unilateral instrument on October 24, REGISTRATION DOCUMENT 2015 / SPIE SA

137 CHAPTER 17: EMPLOYEES Employee shareholding EMPLOYEE SHAREHOLDING Fonds commun de placement d entreprise SPIE Actionnariat In the context of the takeover of the Group in 2011 (the Takeover Operation ), the employees of the Group were given the opportunity to become shareholders of the Company through the Employee Mutual Fund (fonds commun de placement d entreprise SPIE Actionnariat 2011, FCPE), in the context of the share offering reserved for the employees of certain Group companies participating in the PEG and PEGI, pursuant to the provisions of Article L et seq. of the Employment Code. At the end of the stock offering reserved to employees for a total of 30,000,000, more than 50% of the Group s employees had become shareholders in the Company. In connection with the Company s IPO in June 2015, the FCPE sold 801,173 Company shares at a price of per share and, as at June 19, 2015, held 2.1% of the Company capital. Following its IPO, in December 2015, the Group carried out an employee share offering in order to make employees a part of the new SPIE dynamics following its IPO. This offer was made either directly or through the FCPE within which a new SPIE Actionnariat 2015 segment was created, through a share capital increase reserved for the employees, former employees and executive officers of the Company and its French and foreign subsidiaries held directly or indirectly and members of a Company savings plan operated by the Group, governed by Articles L et seq. of the French Employment Code, in accordance with the provisions of Articles L et seq. of the French Employment Code. Set up in 13 countries, this new employee share offering has proved to be highly successful, with a subscription rate of almost 43% throughout the Group and 56% in France. Following this transaction, 4,076,156 new ordinary shares were issued amounting to over 53 million (i.e. 97% of the authorised maximum amount of 55 million) for a subscription price per share set at including discount for Group employees. With the shareholding plans already existing, almost 20,000 employees (i.e. 53% of the workforce) are now shareholders and held, either directly or indirectly through the FCPE, approximately 4.7% of the Company capital at the registration date of this Registration Document as of December 31, The conditions of subscription to this new offer provided for a gross employer contribution to be paid respectively by each company-employer of the SPIE Group under the following conditions: to the level of 100% up to 1,000 in payment of each employee-subscriber, to the level of 50% from 1, to 3,000, in payment of each employee-subscriber, and to the level of 20% above 3,000 in payment of each employeesubscriber, with a maximum amount of 5,400 gross of contribution. The gross amount paid by all companies in the Group in respect of this contribution totals 20,042, Pursuant to Article L of the French Employment Code, FCPE units in the SPIE Actionnariat 2011 segment will not be available until June 30, 2016, and FCPE units in the SPIE Actionnariat 2015 segment and the shares subscribed for directly in the context of the 2015 transaction will not be available until July 1, 2020, in both cases, except if an early release event occurs as provided in Articles R and R of the French Employment Code Managerial ownership of the Company Certain former and current Group executives and managers, particularly members of the Group s General Management Committee, including Mr. Gauthier Louette and Mr. Denis Chêne, hold an interest in the Company. This interest was previously held through the companies SPIE 20 RA, SPIE 20 PP, SPIE 350 RA and SPIE 350 PP which were absorbed by SPIE SA in the context of the Group reorganisation that took place at the time of the Company s IPO. At December 31, 2015, the interest in the Company held by Gauthier Louette, Chairman and CEO, amounts to 2,434,396 shares, representing 1.58% of the capital and voting rights. At December 31, 2015, the interest in the Company held by Denis Chêne, Chief Financial Officer and Director, amounts to 1,030,634 shares, representing 0.67% of the capital and of the voting rights. At December 31, 2015, the interest of the other executives and managers of SPIE (former and current) amounts, to the Company s knowledge, to 12,674,387 shares, representing 8.23% of the capital and of the voting rights. 135

138 CHAPTER 17: EMPLOYEES Post-employment benefits POST-EMPLOYMENT BENEFITS The amounts of sums due by the Group relating to postemployment benefits increased from approximately 244 million for the financial year ended December 31, 2014 to approximately 257 million for the financial year ended December 31, This increase is primarily due to the discount rate and to the consolidation of the French-speaking Swiss subsidiaries in SPIE Sud-Est. The report on the Company s Corporate, Social and Environmental Responsibility (CSR) provided for by Article R of the French Commercial Code, which presents additional HR information, is set out in Annex 2 hereto REGISTRATION DOCUMENT 2015 / SPIE SA

139 CHAPTER 18 Fujitsu, Germany SPIE is responsible for the design and installation on the Augsbourg production site of a container cogeneration module with commissioning and maintenance for 10 years. PRINCIPAL SHAREHOLDERS SHAREHOLDERS Clayton, Dubilier & Rice ( CD&R ) Ardian Caisse de Dépôt et Placement du Québec Manager shareholders Employee shareholding DECLARATION CONCERNING CONTROL OF THE COMPANY Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group Shareholders Agreement between Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Shareholders agreement between the principal managers of the Group AGREEMENTS THAT COULD RESULT IN A CHANGE OF CONTROL CLAYTON, DUBILIER AND RICE UNDERTAKINGS TOWARDS THE FRENCH GOVERNMENT ITEMS THAT MAY IMPACT A PUBLIC OFFERING

140 CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders SHAREHOLDERS The following table shows the distribution of the capital of the Company following its initial public offering and the exercise of the over-allotment option, i.e., as of June 19, 2015: Shareholders Number of shares and voting rights Holding % of capital % of voting rights Clayax Acquisition Luxembourg 1 S.à r.l. 0 0,0% 0,0% Clayax Acquisition Luxembourg 5 S.C.A. 63,774,470 42,5% 42,5% Total Consortium (1) 63,774,470 42,5% 42,5% Managers (2) 20,416,276 13,6% 13,6% of which Mr. Gauthier Louette 2,434,396 1,6% 1,6% FCPIE SPIE Actionnariat ,204,692 2,1% 2,1% Caisse de Dépôt et Placement du Québec (3) 6,100,000 4,1% 4,1% Public 56,504,172 37,7% 37,7% Treasury shares 390 0,00% - TOTAL 150,000, ,00% 100,00% (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.4% by funds controlled, managed or advised by Clayton, Dubilier & Rice, at 17.1% by funds controlled, managed or advised by Ardian and at 19.5% by the Caisse de Dépôt et Placement du Québec. (2) Former and current Group executives and managers previously shareholders of the companies SPIE 20 RA, SPIE 20 PP, SPIE 350 RA and SPIE 350 PP. (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec resulting from its subscription order in the context of the initial public offering. The following table shows the distribution of the capital of the Company as of December 31, Shareholders Number of shares and voting rights Holding % of capital % of voting rights Clayax Acquisition Luxembourg 5 S.C.A. (1) 63,774, % 41.39% Managers (2) 16,139, % 10.47% of which Mr. Gauthier Louette 2,434, % 1.58% of which Mr. Denis Chêne 1,030, % 0.67% Caisse de Dépôt et Placement du Québec (3) 6,100, % 3.96% Employee shareholding (4) 7,260, % 4.71% Public (5) 60,801, % 39.47% Treasury shares % - TOTAL 154,076, % % (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.4% by funds controlled, managed or advised by Clayton, Dubilier & Rice, at 17.1% by funds controlled, managed or advised by Ardian and at 19.5% by the Caisse de Dépôt et Placement du Québec. (2) Former and current Group executives and managers. (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec. (4) Shares held by Group employees, either directly or through the FCPE SPIE Actionnariat 2011/2015. (5) On October 2, 2015, the company BlackRock, Inc., acting on behalf of clients and funds that it manages, exceeded the threshold of 5% of the Company s capital and voting rights, and declared that it held, on behalf of the said clients and funds, 7,503,921 Company shares, i.e % of its capital and voting rights (see AMF declaration 215C1382). On October 13, 2015, BlackRock, Inc., fell below the same limits and declared that it held, on behalf of the said clients and funds, 7,464,536 Company shares, i.e. 4.98% of its capital and voting rights (see AMF declaration 215C1442). Eventually, on November 11, 2015, Blackrock, Inc. exceeded the threshold of 5% of the Company s capital and voting rights, and declared that it held, on behalf of the said clients and funds, 7,520,806 shares of the Company, i.e., 5.01% of its capital and voting rights (see AMF declaration 2015C1718) REGISTRATION DOCUMENT 2015 / SPIE SA

141 CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders The following table presents the distribution of the capital of the Company as of the date of registration of this Registration Document: Shareholders Number of shares and voting rights Holding % of capital % of voting rights Clayax Acquisition Luxembourg 5 S.C.A. (1) 51,774, % 33.60% Managers (2) 16,139, % 10.47% of which Mr. Gauthier Louette 2,434, % 1.58% of which Mr. Denis Chêne 1,030, % 0.67% Caisse de Dépôt et Placement du Québec (3) 7,909, % 5.13% Employee shareholding (4) 7,260, % 4.71% Public 70,992, % 46.08% Treasury shares % - TOTAL 154,076, % % (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.4% by funds controlled, managed or advised by Clayton, Dubilier & Rice, at 17.1% by funds controlled, managed or advised by Ardian and at 19.5% by the Caisse de Dépôt et Placement du Québec. (2) Former and current Group executives and managers (as of December 31, 2015). (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec. (4) Shares held by Group employees, either directly or through the FCPE SPIE Actionnariat 2011/2015 (as of December 31, 2015). On March 24, 2016, Clayax Acquisition Luxembourg 5 SCA sold 12,000,000 shares of the Company, i.e., almost 8% of its capital and voting rights, through an accelerated private placement. As a result of this transaction, as of the date hereof, Clayax Acquisition Luxembourg 5 SCA therefore holds 51,774,470 shares of the Company, i.e., 33.60% of its capital and voting rights. On April 1, 2016, the Caisse de Dépôt et Placement du Québec declared that on March 24, 2016, it exceeded the threshold of 5% of the Company s capital and voting rights and that, as a result, it held 7,909,400 shares of the Company, i.e., 5.13% of its capital and voting rights (see AMF declaration 216C0777). This crossing of threshold results from the acquisition of 1,809,400 shares of the Company in the context of the foregoing accelerated private placement. Since its initial public offering, all shares of the Company are ordinary shares. major international groups and finance professionals. As a long-term partner, CD&R encourages and assists the management teams of the companies in its portfolio to increase the Company s profits and earnings via operational improvements. The investments of CD&R cover companies in a variety of industries with an enterprise value generally ranging from USD 1 billion to 15 billion. CD&R and its affiliates have offices in New York and London. CD&R s stake in the Company is held indirectly via CDR Bounce (Cayman) Partners L.P. The investors (limited partners) in CDR Bounce (Cayman) Partners L.P. are (i) Clayton Dubilier & Rice Fund VIII, L.P., (ii) CD&R Friends and Family Fund VIII L.P., (iii) CD&R Advisor Fund VIII Co-Investor, L.P., (iv) CD&R Bounce Co-Investor, L.P., (v) CD&R Bounce NEP VIII Co-Investor, LLC and (vi) CD&R Bounce Co-Investor 2, L.P. (which are all controlled by CD&R) Clayton, Dubilier & Rice ( CD&R ) CD&R, founded in 1978, is one of the most respected operators in private equity investment in the world. The principal executives at CD&R include both experienced executives from Shares 154,076,

142 CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders Ardian Founded in 1996 and led by Dominique Senequier, Ardian, with its head office in Paris, is a first-tier independent investment company that manages and/or advises USD 50 billion in assets in Europe, North America and Asia. The company, which is majority-owned by its employees, has always placed the entrepreneurial spirit at the centre of its approach and offers its international investors superior performances by participating in the growth of companies around the world. The Ardian investment philosophy is based on three pillars: determination, discipline and long-term investment. Ardian is backed by a solid international network, with more than 350 employees working in ten offices in Beijing, Frankfurt, Jersey, London, Luxembourg, Milan, New York, Paris, Singapore and Zurich. The company offers its 355 investors a diversified choice of funds covering the entire asset class: Small Cap and Mid Cap Buyout, Innovation & Growth, Co-Investment, Infrastructure and Private Debt, as well as the Fund of Funds (primary, early secondary and secondary) Ardian s most recent transactions include, NHV (helicopter transport), F2i Aeroporti (airports) and Serma (electronic). Ardian holds its stake in Clayax Acquisition Luxembourg 5 SCA via AXA Co-Investment Fund III L.P. and AXA S-Co-Invest L.P Caisse de Dépôt et Placement du Québec The Caisse de Dépôt et Placement du Québec is a financial institution that manages funds coming primarily from public and private pension and insurance plans. Its net assets totalled approximately CAD 248 billion as at December 31, One of the largest institutional fund managers in Canada, the Caisse invests in the major financial markets and private placements, infrastructures and real estate worldwide Manager shareholders Certain former and current Group executives and managers, particularly members of the Group s General Management Committee, including Mr. Gauthier Louette and Mr. Denis Chêne, hold an interest in the Company. This interest was previously held through the companies SPIE 20 RA, SPIE 20 PP, SPIE 350 RA and SPIE 350 PP which were absorbed by SPIE SA within the scope of the Group reorganisation that took place at the time of the Company s IPO. At December 31, 2015, the interest in the Company held by Gauthier Louette, Chairman and CEO, amounts to 2,434,396 shares, representing 1.58% of the capital and voting rights. At December 31, 2015, the interest in the Company held by Denis Chêne, Chief Financial Officer and Director, amounts to 1,030,634 shares, representing 0.67% of the capital and of the voting rights. At December 31, 2015, the interest of the other executives and managers of SPIE (former and current) amounts, to the Company s knowledge, to 12,674,387 shares representing 8.23% of the capital and of the voting rights Employee shareholding The employees of the Group hold a stake of 4.7% in the Company, either directly or through the FCPE SPIE Actionnariat This fund, established in 2011 and supplemented by a second segment in 2015 along with employees holding shares directly, has nearly 20,000 shareholder employees (see Section of this Registration Document) REGISTRATION DOCUMENT 2015 / SPIE SA

143 CHAPTER 18: PRINCIPAL SHAREHOLDERS Declaration concerning control of the Company DECLARATION CONCERNING CONTROL OF THE COMPANY Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group In the form of a letter dated May 22, 2015, amended on May 29, 2015, in connection with the Initial Public Offering of the Company, CD&R, Ardian and Caisse de Dépôt et Placement du Québec ( CDPQ ), which are the major shareholders of the Company, made commitments to the Company relating to its corporate governance and management of the liquidity of their shareholding in the Company. These commitments provide in particular: Corporate governance: The Consortium will be represented on the Board of Directors by a maximum of (i) four Directors among the candidates that it will propose, including three Directors proposed by CD&R and one Director proposed by CDPQ and (ii) a non-voting Director proposed by Ardian. This representation will be modified in the event of a sale of shares by the members of the Consortium, upon request from the Company and as follows: (i) CD&R will be represented respectively by three, two or one Director(s) for so long as it owns at least, directly or indirectly, respectively 25%, 15% or 5% of the Company s share capital; (ii) Ardian will be represented by a non-voting Director for as long as it directly or indirectly holds at least 2% of the Company s share capital; (iii) CDPQ will be represented by a Director and a non-voting Director for as long as it directly or indirectly holds at least 5% of the Company s share capital. Finally, if, for the aforesaid reasons, Clayton Dubilier & Rice were only represented by two Directors, CDPQ would be represented by a second Director, provided it directly or indirectly holds at least 15% of the Company s share capital. Information in the event of a sale of shares: The obligation to provide prior information to the Chairman in the event of sale or transfer of shares by one or several members of the Consortium, in any way, either directly or indirectly, representing at least 1% of the Company s share capital. Such obligation does not apply in the event of a sale of Company s shares to a non-identified buyer over a certain period of time. Moreover, such sale or such transfer must also be carried out in an orderly manner, with the Company providing reasonable cooperation and assistance to the transferor in order to facilitate these transactions. Prior approval in the event of a sale of shares: A requirement to obtain the prior approval of the Board of Directors in the event of a sale or transfer of shares, including in the context of a public offer, by one or several members of the Consortium, in any way, either directly or indirectly, representing at least 1% of the Company s share capital to a competitor or a significant business partner of the Company (client or supplier). The Board of Directors shall act by a simple majority of the Directors present and represented, with any Director appointed upon the proposal of the Consortium members not taking part to the vote. However, this requirement shall not apply in the event of a public offer for which (i) no prior undertaking to sell or tender in the offer would have been taken by a member of the Consortium and (ii) the Board of Directors would have issued a favourable opinion by a majority of its members. For the purposes of this commitment, the term competitor means any company or group of companies (i) whose activity or one of its activities relates to the multi-technical services sector and more specifically to the areas of electrical, mechanical or HVAC engineering and communications systems as well as specialised services related to energy (including facility management and information technology activities) and (ii) whose turnover relating to this activity amounts to a minimum of 1 billion. The term significant business partner means each of the Company s clients representing more than 40 million of the Group s consolidated turnover or each of the Company s suppliers representing more than 15 million of the total amount of the Group s purchases. These two terms also include (i) all the controlling companies, and (ii) all the companies controlled by a controlling company of a competitor or a significant business partner. The commitments detailed in the second and third points above do not apply to the Company s shares acquired, directly or indirectly, by Clayton, Dubilier & Rice, Ardian and CDPQ in the context of the Company s IPO and subsequently. These commitments will expire on the date each member of the Consortium will hold, directly or indirectly, less than 2% of the Company s share capital and would no longer be a shareholder of the holding company of the Consortium which holds the Company s shares. 141

144 CHAPTER 18: PRINCIPAL SHAREHOLDERS Declaration concerning control of the Company Shareholders Agreement between Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec On May 29, 2015, in connection with the Company s IPO, CD&R, Ardian and Caisse de Dépôt et Placement du Québec (CDPQ), which are the major shareholders of the Company, have agreed to enter into a shareholders agreement to govern their relationship as shareholders of the Company (it being stipulated that this agreement does not apply to the Company shares held by the parties directly). The agreement provides in particular: Corporate governance: Conditions of representation of the Consortium on the Board of Directors in accordance with the commitments taken towards the Company as described in Declarations relating to the control of the Company Clayton, Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group, as well as the conditions of representation of the Consortium on the Board of Directors Committees. CD&R will therefore designate one representative on the Audit Committee, the Remuneration Committee, the Nominating Committee and the Strategic and Acquisitions Committee. CDPQ may therefore designate one representative on the Nominating Committee and the Strategic and Acquisitions Committee. Liquidity arrangements: a sale of the Company s shares may be initiated after the closing of the Company s IPO (i) at any time by CD&R, acting alone, as long as it holds at least 2% of the Company s share capital or, (ii) (A) prior to the third anniversary of the closing of the Company s IPO, by Ardian and CDPQ acting jointly as long as they hold together at least 2% of the Company s share capital or (B) after the third anniversary of the closing of the Company s IPO by Ardian and/or and CDPQ, acting alone, as long as the relevant shareholder holds at least 2% of the Company s share capital. Moreover, if a member of the Consortium decides to initiate the process of sale of its Company s shares, other members of the Consortium would benefit from a right to participate to this sale on a pro rata basis based on the number of the Company s shares owned respectively, at the same price and same terms and conditions as those of the relevant shareholder. The commitments detailed in the second point above do not apply to the Company s shares acquired, directly or indirectly, by Clayton, Dubilier & Rice, Ardian and CDPQ in the context of the Company s IPO and subsequently. The stipulations of this shareholders agreement will cease to apply to any party whose interest, either direct or indirect, in the Company s share capital would fall below 2% and which would no longer be a shareholder of the holding company of the Consortium which holds the Company s shares. The parties to the shareholders agreement described in this paragraph have declared that they do not act together Shareholders agreement between the principal managers of the Group In connection with the Company s IPO, certain shareholders managers of the Company, including Mr. Gauthier Louette, Chairman and CEO, and Mr. Denis Chêne, Director and Chief Financial Officer, have entered into a shareholders agreement in order to govern their relationship as shareholders of the Company. The main stipulations of the shareholders agreement are as follows: the relevant managers party to this agreement undertake to meet before any Company s general meeting of the Company s shareholders and any other significant event for the Company in order to adopt a common position; a lock-up commitment of the Company s shares held for a period of 365 calendar days as of June 11, 2015, such requirement being waived in particular in case of (i) transfer by succession in case of death, permanent disability of second, third category in accordance with Article L of the French Code de la Sécurité sociale and in the event of retirement (Mr. Gauthier Louette is not concerned by this last exception) and (ii) transfer in the context of a tender offer, a public exchange offer, an alternative public offer or a mixed public offer; the obligation to provide prior information with respect to any sale of Company s shares. This shareholders agreement, pursuant to which the relevant managers are acting together towards the Company, is valid for a period of five years REGISTRATION DOCUMENT 2015 / SPIE SA

145 CHAPTER 18: PRINCIPAL SHAREHOLDERS Agreements that could result in a change of control AGREEMENTS THAT COULD RESULT IN A CHANGE OF CONTROL As of the date of registration of this Registration Document, there is no existing agreement the execution of which would incur a change of control CLAYTON, DUBILIER AND RICE UNDERTAKINGS TOWARDS THE FRENCH GOVERNMENT When the Consortium acquired the Group in 2011, Clayton, Dubilier and Rice ( CD&R ), as being the majority shareholder of the Company, has made commitments to the French Government. These commitments were made in compliance with the regulation related to foreign investments in France (Articles L et seq. and R et seq.) of the French Monetary and Financial Code), since the Group operates activities which are in the scope of the above mentioned provisions of the French Monetary and Financial Code, and in particular in respect with Nation Defence (the Sensitive Activities ). On this basis, CD&R has undertaken to (i) make sure that the Group s operational managements ensure that CD&R does not access to information related to the Sensitive Activities and (ii) submit to the prior approval of the Ministry of Economy any transfer of assets used in connection with the Sensitive Activities. As soon as it ceases to control directly or indirectly the Company, CD&R will not be subject to these commitments ITEMS THAT MAY IMPACT A PUBLIC OFFERING The table below shows information concerning factors likely to have an impact in the case of public offering, provided for in Article L of the French Commercial Code. Legislative or regulatory reference L (1) of the French Commercial Code L (2) of the French Commercial Code L (3) of the French Commercial Code Requisite factors The structure of the Company s capital The statutory restrictions on exercise of voting rights and on share transfers or clauses of signed agreements brought to the Company s attention in accordance with Article L of the French Commercial Code Direct or indirect holdings in the Company s capital of which it is aware, by virtue of Articles L to L of the French Commercial Code Chapters/Sections of the Registration Document 18.1 Shareholders Regulations applicable to foreign investments in France 18.2 Declaration concerning control of the Company Rights, privileges and restrictions attached to shares (Articles 10, 11, 12 and 13 of the Articles of Association) Declaration of thresholds and identification of shareholders 18.1 Shareholders 143

146 Legislative or regulatory reference L (4) of the French Commercial Code L (5) of the French Commercial Code L (6) of the French Commercial Code L (7) of the French Commercial Code L (8) of the French Commercial Code L (9) of the French Commercial Code L (10) of the French Commercial Code Requisite factors A list of holders of any share comprising special rights of control and a description of these The control mechanisms provided for in any employee shareholding system, when the control rights are not exercised by employees The agreements between shareholders of which the Company is aware and which may result in restrictions on share transfer and exercise of voting rights The rules applicable to the appointment and replacement of members of the Board of Directors or Management Board and to the amendment of the Articles of Association The power of the Board of Directors or Management Board, in particular share issue or buyback The agreements concluded by the Company which are amended or which end in the event of change of control of the Company, except if this disclosure, apart from cases of mandatory disclosure under the law, adversely affects its interests The agreements providing for indemnities for the members of the Board of Directors or Management Board or employees, if they resign or are dismissed without due and genuine cause, or if their employment ends on account of a public offering Chapters/Sections of the Registration Document N/A Employee shareholding 17.4 Employee shareholding 18.2 Declaration concerning control of the Company 18.4 Clayton, Dubilier & Rice undertakings towards the French government 18.2 Declaration concerning control of the Company Provisions of the Articles of Association governing the administrative and management bodies Internal rules of the Board of Directors Shareholders General Meetings (Article 19 of the Articles of Association) Paid-up Share Capital and Authorised but Unissued Share Capital Other securities giving right to capital Senior Credit Facilities Agreement Compensation of executive officers In addition, the Group is a party to a number of contracts containing change of control provisions, including the Senior Facility Agreement (see paragraph of this Registration Document) as well as a number of other commercial agreements REGISTRATION DOCUMENT 2015 / SPIE SA

147 CHAPTER 19 CEA, France In France, SPIE is supporting the digital conversion of five centres of the Directorate for Military Applications via an ICT outsourcing contract in partnership with SOGETI. RELATED-PARTY TRANSACTIONS PRINCIPAL RELATED-PARTY TRANSACTIONS SPECIAL REPORTS OF THE AUDITORS ON RELATED-PARTY AGREEMENTS FOR FISCAL YEAR

148 CHAPTER 19: RELATED-PARTY TRANSACTIONS Principal related-party transactions PRINCIPAL RELATED-PARTY TRANSACTIONS The parties related to the Group consist primarily of the Company s shareholders, its unconsolidated subsidiaries, the companies under joint control (companies proportionately consolidated), the associate companies (equity associates), and the entities over which the different executives of the Group exercise at least significant influence. The calculated data specifying the relations with these related parties is provided in Note 23 to the consolidated financial statements for the year ended December 31, 2015, presented in Section of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

149 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year SPECIAL REPORTS OF THE AUDITORS ON RELATED-PARTY AGREEMENTS FOR FISCAL YEAR 2015 SPIE SA Annual General Meeting for the approval of the financial statements for the year ended December 31, 2015 This is a free translation into English of the Statutory Auditors report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. Statutory Auditors special report on related-party agreements and commitments To the Shareholders, In our capacity as Statutory Auditors of SPIE SA, we hereby report to you on related-party agreements and commitments. It is our responsibility to report to shareholders, based on the information provided to us, on the main terms and conditions of, and the reasons for, the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement, without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. It is the responsibility of the shareholders pursuant to article R of the French Commercial Code (Code de Commerce) to determine whether the agreements and commitments are appropriate and should be approved. Where applicable, it is our responsibility to provide shareholders with the information required by article R of the French Commercial Code concerning the implementation during the year of the agreements and commitments already approved by the Shareholders Meeting. We performed the procedures that we deemed necessary in accordance with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. These procedures consisted in verifying that the information provided to us was consistent with the underlying documents. Agreements and commitments submitted for the approval of the Shareholders Meeting In accordance with Article L of the French Commercial Code, we were informed of the following agreements and commitments authorized by the Board of Directors. 1. Signature by the Company of an Amendment to the Shareholder Loan Agreement Authorization of the Board of Directors on April 22, 2015 Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat and Eric Rouzier. Nature, purpose, terms and conditions In connection with the initial public offering of SPIE SA shares, on June 9, 2015 the Company signed an Amendment to the Shareholder Loan Agreement that had been entered into in the context of Clayax Acquisition 4 s acquisition of the SPIE Group on August 30, 2011 with Clayax Acquisition, renamed SPIE SA on September 26, 2014, in its capacity as borrower, and Clayax Acquisition Luxembourg 5 SCA, for an initial principal amount of 461,694,621. The Amendment was signed with Clayton Acquisition Luxembourg 2 S.à.r.l. after the receivable on the intragroup loan was transferred to the latter for its residual value. 147

150 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Reason for the Amendment The Amendment was signed by the Company s Board of Directors in connection with the admission of the Company s shares to trading on the Euronext Paris regulated market, in order to (i) render the intragroup loan initially entered into with Clayax Acquisition Luxembourg 5 SCA repayable at any time on written request of the lender and with no specific notice period, so that it may be incorporated into the Company s capital before the IPO settlement date, and (ii) provide that interest on said intragroup loan will cease to accrue as from the date on which the repayment request is sent. 2. Signature by the Company of an Amendment to the Letter of Commitment with Clayton Dubilier & Rice, Ardian, Caisse de dépôt et placement du Québec Authorization of the Board of Directors on May 29, 2015 Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat and Eric Rouzier. Nature, purpose, terms and conditions The Board of Directors, at its meeting of May 29, 2015, authorized the Company to countersign the Amendment to the Letter of Commitment, which stipulates that: The Consortium shall be represented on the Company s Board of Directors by a maximum of (i) four directors selected from the recommended candidates, three recommended by Clayton Dubilier & Rice and the fourth recommended by Caisse de dépôt et placement du Québec (CDPQ), and (ii) a non-voting director recommended by CDPQ. The Letter of Commitment stipulates that these rights conferred on CDPQ shall be exercised jointly with Ardian; This representation on the Board of Directors shall be amended in the event that members of the Consortium sell their shares at the request of the Company and according to the following conditions: - Clayton Dubilier & Rice shall be represented by three, two or one director respectively when it directly or indirectly holds at least 25%, 15% or 5% of the Company s share capital; - CDPQ shall be represented by a director and a non-voting director when it directly or indirectly holds at least 5% of the Company s share capital, and by two directors when it directly or indirectly holds at least 15% of the Company s share capital and Clayton Dubilier & Rice s representation comes to only two directors; and - Ardian shall be represented by a non-voting director when it directly or indirectly holds at least 2% of the Company s capital. These commitments came into force at the date the Company s shares were first listed on the market in connection with its initial public offering, and will no longer apply to a member of the Consortium when they directly or indirectly hold less than 2% of the Company s share capital and are no longer a shareholder of the holding company for the Consortium s shares in the Company. Reason for the Amendment The Amendment was signed by the Board of Directors in order to provide a formal framework governing changes in the Group s ownership structure and the consequences thereof, in order to ensure that it could continue to develop its business as an independent European leader in multi-technical services in a clearly defined framework. 3. Signature by the Company of an Underwriting Agreement Authorization of the Board of Directors on June 9, 2015 Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat and Eric Rouzier. Nature, purpose, terms and conditions In connection with the initial public offering of SPIE SA shares, on June 9, 2015 an Underwriting Agreement was signed by the Company in its capacity as issuer, by Clayax Acquisition Luxembourg 1 S. à. r. l. and FCPE SPIE Actionnariat 2011 in their capacity as Selling Shareholders, and the group of financial institutions comprising the Global Coordinators and their associated Lead Managers and Bookrunners, the Lead Managers and their associated Bookrunners, and the Joint Lead Managers REGISTRATION DOCUMENT 2015 / SPIE SA

151 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Reason for the Agreement The Agreement was signed by the Company s Board of Directors in order to guarantee the success of the overall offer made by the Company in connection with the admission of its shares to trading on the Euronext Paris regulated market. 4. Signature by the Company of a Compensation Agreement Authorization of the Board of Directors on June 9, 2015 Persons concerned Gauthier Louette, Denis Chêne and Alfredo Zarowsky. Nature, purpose, terms and conditions In connection with the initial public offering of SPIE SA shares and the legal restructuring resulting from the merger of the Management Companies (SPIE 20 PP, SPIE 20 RA,SPIE 350 PP and SPIE 350 RA) into SPIE SA, on June 9, 2015 a Compensation Agreement was signed by SPIE SA and the former shareholders of the Management Companies in their capacity as Guarantors, pursuant to which the Guarantors agreed to compensate the Company for any harm suffered as a result of a known or unknown liability relating to the Management Companies and caused by a fact or event prior to the IPO. Reason for the Agreement The Agreement was signed by the Board of Directors to organize the compensation due to the Company by the shareholders of the Management Companies for any direct and certain harm suffered by the Company. Agreements and commitments already approved by the Shareholders Meeting Agreements and commitments approved in prior years a) which remained in force during the year Pursuant to article R of the French Commercial Code, we have been informed that the following agreements and commitments approved by the Shareholders Meeting in previous years, remained in effect during the year. 1. Senior Credit Agreement, Amendments and Subordination Agreement Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. Nature, purpose, terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30, 2011, the Company (and other SPIE Group companies) entered into a Senior Credit Agreement dated August 18, 2011 and amended as of July 24, 2013, in its capacity as Original Guarantor, as well as a Subordination Agreement dated August 18, 2011 in its capacity as Original Debtor, Subordinated Creditor and Third Party Holder. In connection with the restructuring of SPIE Group debt, on July 31, 2013 the Company and other Group companies agreed to be party to the Amendment to the Senior Credit Agreement entered into on July 24, 2013 in its capacity as Guarantor, in accordance with article 23 of the Senior Credit Agreement. In connection with the restructuring of the acquisition and investment loan, the revolving loan, and tranche B and tranche C of the SPIE Group Senior Credit Agreement, on April 29, 2014 the Company signed an Amendment to the Senior Credit Agreement in its capacity as debtors agent in order to restructure the revolving loan along with tranche B and tranche C of the Senior Credit Agreement by reducing the initial margin and credit margin. 2. Structural Back to Back Loan Agreements and the related Joint and Several Guarantee Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat and Eric Rouzier. 149

152 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Nature, purpose, terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30, 2011, the Company entered into Structural Back to Back Loan Agreements on August 30, 2011 and granted a related guarantee with Spie BondCo 3, Clayax Acquisition 3, Clayax Acquisition 4 and the financial institutions. 3. Shareholder Loan Agreement Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat and Eric Rouzier. Nature, purpose, terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30, 2011, the Company entered into a Shareholder Loan Agreement for a principal amount of 461,694,621 on August 30, 2011, in its capacity as borrower, with Clayax Luxembourg Acquisition 5 SCA. 4. Commitments made by the Company in connection with the issue of High Yield Notes by Spie BondCo 3 SCA authorized by a private agreement dated February 7, 2012 expressing the consent of all the shareholders Persons concerned SPIE BondCo 3. Nature, purpose, terms and conditions Following the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30, 2011, and in connection with the planned issue of bonds or debt securities by Spie BondCo 3 SCA, the Company: signed an Indenture governed by the laws of the State of New York; signed an Agreement governed by the laws of the State of New York in its capacity as Guarantor. 5. Pension plans for the Chairman and Chief Executive Officer (Gauthier Louette) Persons concerned Gauthier Louette. Nature, purpose, terms and conditions The defined contribution pension plan for which Chairman and Chief Executive Officer Gauthier Louette is eligible, already in place within other Group companies, was extended by way of an amendment to cover SPIE SA with effect from January 1, The amount paid in for Gauthier Louette represents the maximum amount, i.e., 16% of the annual social security ceiling. Similarly, the complementary defined benefit pension plan for which Gauthier Louette is eligible, already in place within other Group companies, was extended by way of an amendment to cover SPIE SA with effect from January 1, Annuity payments due at the time the beneficiary retires are capped at 20% of his average fixed and variable compensation for the previous three years. These annuities will be paid if the beneficiary is still working for the Company when he retires. They will also be paid if the beneficiary is over 55 years of age when he leaves the Company and if he does not work between leaving the Company and retiring, provided that his departure is decided by the Company. b) which were not implemented during the year 6. Termination benefits for the Chairman and Chief Executive Officer (Gauthier Louette) Persons concerned Gauthier Louette. Nature, purpose, terms and conditions At its May 21, 2014 meeting, the Board of Directors decided to introduce termination benefits for the Chairman and Chief Executive Officer Gauthier Louette amounting to one year of his gross salary (annual gross and variable compensation, excluding any exceptional bonuses) and payable subject to the fulfilment of performance criteria. These criteria are the financial criteria used each year by the Board of Directors to determine Mr. Louette s variable compensation. The termination benefits will only be paid if the average achievement rate for each criterion as calculated over the previous three years is at least equal to 70% REGISTRATION DOCUMENT 2015 / SPIE SA

153 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Agreements and commitments approved during the year We have also been informed of the following agreements and commitments, a) approved by the Shareholders Meeting of May 26, 2015, as indicated in the Statutory Auditors special report of March 26, 2015: 1. Signature by the Company of an amendment to the Senior Credit Agreement Authorization of the Board of Directors on December 3, 2014 Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. Nature, purpose, terms and conditions In the context of the restructuring of SPIE Group debt, on December 19, 2014 the Company entered into an amendment to the Senior Credit Agreement with effect from January 13, 2015 in its capacity as Borrower and Guarantor, in order to be able to refinance the High Yield Mirror Loan as well as the shareholder loan, with borrowings granted under more favorable financial conditions. 2. Signature of a Deed of Covenant and Guarantee Authorization of the Board of Directors on December 3, 2014 Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. Nature, purpose, terms and conditions In connection with the restructuring of SPIE Group debt, on January 13, 2015 the Company entered into a Deed of Covenant and Guarantee in its capacity as Issuer, relating to second-ranking bonds maturing in 2022 issued on January 13, 2015 pursuant to the Subscription Agreement signed on December 19, Signature of an amendment to the Subordination Agreement Authorization of the Board of Directors on December 3, 2014 Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. Nature, purpose, terms and conditions In connection with the restructuring of SPIE Group debt, on January 13, 2015 the Company entered into an Amendment to the Subordination Agreement initially entered into on August 18, 2011 in its capacity as Original Debtor and Second Lien Obligator. 4. Signature by the Company of a Securities Account Pledge Agreement on Clayax Acquisition 3 securities Authorization of the Board of Directors on December 3, 2014 Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. Nature, purpose, terms and conditions In connection with the restructuring of SPIE Group debt, on January 13, 2015 the Company in its capacity as Pledgor entered into a Fourth-Rank Securities Account Pledge Agreement with Clayax Acquisition 3 in its capacity as Third Securities Account Holder, on securities issued by Clayax Acquisition Signature by the Company of a Fourth-Rank Securities Account Pledge Agreement granted by Clayax Acquisition Luxembourg 5 SCA on securities issued by SPIE SA Authorization of the Board of Directors on December 3, 2014 Persons concerned Gauthier Louette, Denis Chêne, Alfredo Zarowsky, Christian Rochat, Eric Rouzier, Roberto Quarta, Dominique Gaillard, Sir Peter Mason and Michel Bleitrach. 151

154 CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Nature, purpose, terms and conditions In connection with the restructuring of SPIE Group debt, on January 13, 2015 the Company, in its capacity as Third Securities Account Holder, entered into a Fourth-Rank Securities Account Pledge Agreement with Clayax Acquisition Luxembourg 5 SCA in its capacity as Pledgor, on securities issued by the Company. These agreements expired on June 11, 2015 following the initial public offering of SPIE SA shares. b) approved by the Shareholders Meeting of June 9, 2015, as indicated in the Statutory Auditors special report of May 22, 2015: 1. Signature by the Company of a Letter of Commitment from Sponsors Authorization by the Board of Directors on May 22, 2015 Persons concerned Dominique Gaillard, Roberto Quarta, Christian Rochat, Eric Rouzier, Company directors, and Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec (CDPQ), indirect Company shareholders. Nature, purpose, terms and conditions In connection with the initial public offering of SPIE SA shares, on May 22, 2015 the Board of Directors authorized the Company to countersign the Letter of Commitment signed by Dubilier & Rice, Ardian and CDPQ, the Company s principal shareholders (the «Consortium»). The Letter of Commitment provides a formal framework governing changes in the Group s ownership structure and the consequences thereof, in order to ensure that it can continue to develop its business. Under the terms of the Letter of Commitment, the members of the Consortium make a series of commitments regarding the organization of the Company s governance and the management of the liquidity of their interests in the Company s capital. In particular, the Letter of Commitment stipulates that: the Consortium shall be represented on the Company s Board of Directors by a maximum of four directors and one non-voting director, and also prescribes the means by which these members are to be determined by the members of the Consortium; the Consortium has a duty to inform the Chairman of the Company s Board of Directors in the event that one or more members of the Consortium sells or transfers shares, in any manner whatsoever, representing at least 1% of the Company s capital; the Consortium has a duty to obtain the agreement of the Company s Board of Directors before the sale or transfer of shares, by one or more members of the Consortium, in any manner whatsoever, representing at least 1% of the Company s capital, to a competitor or significant trading partner of the Company. These commitments came into force at the date the Company s shares were first listed on the market and will no longer apply to a member of the Consortium when they directly or indirectly hold less than 2% of the Company s share capital and are no longer a shareholder of the holding company for the Consortium s shares in the Company. Neuilly-sur-Seine and Paris La Défense, April 20, 2016 The Statutory Auditors PricewaterhouseCoopers Audit French original signed by Yan Ricaud ERNST & YOUNG et Autres French original signed by Henri-Pierre Navas REGISTRATION DOCUMENT 2015 / SPIE SA

155 CHAPTER 20 Total, Gabon SPIE is responsible for supervising works and for the start-up of onshore and offshore sites for a period of 3 years. FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP GROUP CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements for the year ended December 31, Auditors report on the consolidated financial statements for the year ended December 31, COMPANY S STATUTORY STATEMENTS Company s annual statutory statements for the financial year ended December 31, Auditors report on the Company s annual statutory financial statements for the financial year ended December 31, AUDITORS FEES DATES OF THE MOST RECENT FINANCIAL INFORMATION LEGAL PROCEEDINGS AND ARBITRATION Anti-competitive practices in South-Western France Recourse of the Île-de-France Region Lycées of Îlede-France Recourse by SNCF EOLE Arbitration proceedings with Morgan Sindall in the United Kingdom Dispute relating to the Cancéropole in Toulouse Investigation in the context of bid tenders launched in the public lighting sector in Ardèche Investigation in the context of a market in Finistère SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION DIVIDEND DISTRIBUTION POLICY

156 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors report on the consolidated financial statements Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, the financial statements relating to the financial years ended December 31, 2014 and 2013, set out in Chapter 20 Financial information on the issuer s holdings, financial position and results of the Group of the IPO Registration Document, are included in this Registration Document by way of reference REGISTRATION DOCUMENT 2015 / SPIE SA

157 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements GROUP CONSOLIDATED FINANCIAL STATEMENTS Consolidated financial statements for the year ended December 31, 2015 CONTENTS 1. CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED CASH FLOW STATEMENT CONSOLIDATED STATEMENT OF CHANGES IN EQUITY NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 162 NOTE 1. GENERAL INFORMATION NOTE 2. BASIS OF PREPARATION NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NOTE 4. ADJUSTMENTS ON PREVIOUS PERIODS NOTE 5. SIGNIFICANT EVENTS NOTE 6. ACQUISITIONS AND DISPOSALS NOTE 7. SEGMENT INFORMATION NOTE 8. OTHER OPERATING INCOME AND EXPENSES NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES NOTE 10. INCOME TAX NOTE 11. DISCONTINUED OPERATIONS NOTE 12. EARNINGS PER SHARE NOTE 13. DIVIDENDS NOTE 14. GOODWILL NOTE 15. INTANGIBLE ASSETS NOTE 16. PROPERTY, PLANT AND EQUIPMENT NOTE 17. EQUITY NOTE 18. PROVISIONS NOTE 19. WORKING CAPITAL REQUIREMENT NOTE 20. FINANCIAL ASSETS AND LIABILITIES NOTE 21. FINANCIAL RISK MANAGEMENT NOTE 22. NOTES TO THE CASH FLOW STATEMENT NOTE 23. RELATED PARTY TRANSACTIONS NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS NOTE 25. STATUTORY AUDITORS FEES NOTE 26. SUBSEQUENT EVENTS NOTE 27. SCOPE OF CONSOLIDATION

158 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 1. Consolidated income statement In thousands of euros Notes Restated* Revenue 7 5,431,853 5,368,148 Other income 31,563 31,239 Operating expenses (5,148,450) (5,112,341) Recurring operating income 314, ,047 Other operating income (expense) 8 (47,471) (36,187) Operating income 267, ,860 Net income (loss) from companies accounted for under the equity method Operating income including companies accounted for under the equity method 267, ,297 Costs of net financial debt 9 (74,973) (165,412) Other financial income and expenses 9 (92,918) (60,326) Pre-tax income 99,983 25,559 Income tax expenses 10 (57,292) (39,433) Net income from continuing operations 42,691 (13,874) Net income from discontinued operations 11 (4,387) (4,738) NET INCOME 38,304 (18,612) Net income from continuing operations attributable to: Owners of the parent 49,668 (13,623) Non-controlling interests (6,977) (251) 42,691 (13,874) Net income attributable to: Owners of the parent 45,281 (18,361) Non-controlling interests (6,977) (251) 38,304 (18,612) Diluted earnings per share Continuing operations 0.39 (0.14) Diluted earnings per share Discontinuing operations (0.03) (0.05) Diluted earnings per share Total operations 0.36 (0.19) Dividend per share (proposal for 2015) * Comparative data for 2014 have been restated, See Note REGISTRATION DOCUMENT 2015 / SPIE SA

159 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 2. Consolidated statement of comprehensive income In thousands of euros Restated* Net income recognized in income statement 38,304 (18,612) Actuarial losses on post-employment benefits (2,447) (52,352) Tax effect (40) 14,837 Items that will not be reclassified to income (2,487) (37,515) Currency translation adjustments 520 1,043 Fair value adjustments on future cash flows 14,857 2,196 Other - - Tax effect (5,197) (773) Items that may be reclassified to income 10,180 2,466 TOTAL COMPREHENSIVE INCOME 45,997 (53,661) Attributable to: Owners of the parent 52,681 (53,828) Non-controlling interests (6,684) 167 * Comparative data for 2014 have been restated, See Note

160 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 3. Consolidated statement of financial position In thousands of euros Notes Dec. 31, 2015 Dec. 31, 2014 Restated* Non-current assets Intangible assets , ,131 Goodwill 14 2,148,937 2,123,153 Property, plant and equipment , ,311 Investments in companies accounted for under the equity method 20 2,837 2,858 Non-consolidated shares and long-term loans 20 44,925 53,284 Other non-current financial assets 8,713 8,972 Deferred tax assets , ,365 Total non-current assets 3,352,111 3,339,074 Current assets Inventories 19 24,935 29,824 Trade receivables 19 1,463,885 1,555,277 Current tax receivables 24,904 13,965 Other current assets , ,540 Other current financial assets 8,540 7,968 Cash management financial assets , ,229 Cash and cash equivalents , ,903 Total current assets from continuing operations 2,353,110 2,421,706 Assets classified as held for sale 11 14,536 7,994 Total current assets 2,367,646 2,429,700 TOTAL ASSETS 5,719,758 5,768,774 * Comparative data for 2014 have been restated, See Note REGISTRATION DOCUMENT 2015 / SPIE SA

161 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements In thousands of euros Notes Dec. 31, 2015 Dec. 31, 2014 Restated* Equity Share capital 17 72,416 39,634 Share premium 1,170, ,708 Consolidated reserves 29,919 (21,813) Net income attributable to the owners of the parent 45,281 (18,360) Equity attributable to owners of the parent 1,318, ,169 Non-controlling interests (1,277) 7,042 Total equity 1,316, ,211 Non-current liabilities Interest-bearing loans and borrowings 20 1,121,803 1,223,172 Non-current provisions 18 73,054 77,818 Accrued pension and other employee benefits , ,378 Other non-current liabilities 8,110 4,196 Deferred tax liabilities , ,607 Total non-current liabilities 1,785,695 1,870,171 Current liabilities Trade payables , ,041 Interest-bearing loans and borrowings (current portion) ,734 1,182,236 Current provisions 18 98, ,604 Income tax payable 19 28,340 32,067 Other current operating liabilities 19 1,179,931 1,269,363 Total current liabilities from continuing operations 2,604,328 3,526,311 Liabilities associated with assets classified as held for sale 11 12,900 9,081 Total current liabilities 2,617,228 3,535,392 TOTAL EQUITY AND LIABILITIES 5,719,758 5,768,774 * Comparative data for 2014 have been restated, See Note

162 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 4. Consolidated cash flow statement In thousands of euros Notes Restated* CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 493, ,336 Operating activities Net income 38,304 (18,612) Loss from companies accounted for under the equity method (379) (437) Depreciation, amortization, and provisions 48,315 84,469 Proceeds on disposals of assets 4,623 5,388 Dividend income - (2) Income tax expense 53,748 38,244 Elimination of costs of net financial debt 74, ,432 Elimination of non-recurring costs related to refinancing (a) 72,572 56,017 Other non-cash items (31,158) (40,019) Internally generated funds from (used in) operations 260, ,480 Income tax paid (41,234) (22,275) Changes in operating working capital requirements 52,711 24,793 Dividends received from companies accounted for under the equity method Net cash flow from (used in) operating activities 272, ,348 Investing activities Effect of changes in the scope of consolidation 22.2 (33,388) (74,238) Acquisition of property, plant and equipment and intangible assets (34,521) (25,970) Net investment in financial assets (138) (698) Changes in loans and advances granted 2,351 (409) Proceeds from disposals of property, plant and equipment and intangible assets 2,754 1,202 Proceeds from disposals of financial assets Dividends received (0) 2 Net cash flow from (used in) investing activities (62,781) (99,224) Financing activities Issue of share capital 733,116 - Proceeds from loans and borrowings 2,043,490 39,115 Repayment of loans and borrowings (2,830,784) (27,486) Net interest paid (101,237) (106,354) Dividends paid to owners of the parent - - Dividends paid to non-controlling interests (1,152) (457) Other cash flows from (used in) financing activities - - Net cash flow from (used in) financing activities (156,567) (95,182) Impact of changes in exchange rates 4,824 9,134 Impact of changes in accounting policies (144) 185 Net change in cash and cash equivalents 58, ,262 CASH AND CASH EQUIVALENTS AT END OF THE PERIOD , ,598 * Comparative data for 2014 have been restated, See Note 4. Notes to the cash flow statement The cash flow statement presented above includes discontinued operations or operations held for sale whose impact is described in Note 22. (a) See Note REGISTRATION DOCUMENT 2015 / SPIE SA

163 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 5. Consolidated statement of changes in equity In thousands of euros, except for the number of shares Number of outstanding shares Share Additional capital paid-in capital Retained earnings Foreign currency translation reserves Cash flow hedge reserves Other and OCI Equity attributable to owners of the parent Noncontrolling interests At December 31, ,634,070 39, ,708 41,766 (339) (11,167) (15,124) 411,477 8, ,542 Net income (18,360) - - (18,360) (251) (18,611) Other comprehensive income (OCI) 625 1,422 (37,513) (35,466) 416 (35,050) Total comprehensive income - - (18,360) 625 1,422 (37,513) (53,826) 165 (53,661) Distribution of dividends - - (1,189) (1,189) Share issue Change in the scope of consolidation and other (1,483) - - (1,483) 1 (1,482) Other movements At December 31, ,634,070 39, ,708 21, (9,745) (52,637) 356,169 7, ,211 Restated (1) Net income 45, ,281 (6,977) 38,304 Other comprehensive income (OCI) 228 9,660 (2,487) 7, ,693 Total comprehensive income , ,660 (2,487) 52,681 (6,684) 45,997 Distribution of dividends (278) (278) Share issue Issuing of primary shares 42,424,242 19, , , ,825 Capitalization of the shareholder loan 10,672,387 4, , , ,095 Increase of nominal value 942 (942) Change in the scope of consolidation and other Legal reorganisation (2) 18,416,100 5,302 (72,593) 58,018 (9,273) - (9,273) Employees Shareholders plan 4,076,156 1,916 51,025 4,861 57,802-57,802 Split of the nominal value of the ordinary shares 38,853, Other scope impacts (204) 17 (187) (1,356) (1,543) Other movements AT DECEMBER 31, ,076,156 72,416 1,170, , (85) (55,124) 1,318,112 (1,277) 1,316,835 (1) Comparative data for the first half of 2014 have been restated. See Note 4. (2) Legal reorganization as part of the IPO (Initial Public Offering) process. See Note 17. Total equity Notes to the consolidated statement of changes in equity See Note

164 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1. General information The SPIE Group, operating under the brand name SPIE, is the independent European leader in electrical and mechanical engineering and HVAC services, energy and communication systems. SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France), listed on the Euronext Paris regulated market since June 10, Its main shareholder is Clayax Acquisition Luxembourg 5 SCA, a partnership limited by shares (société en commandite par actions) incorporated under Luxembourg law. As at December 31, 2015, it owned 63,774,470 SPIE SA shares, representing 41.4% of the capital and voting rights. The SPIE Group consolidated financial statements were authorized for issue by the Board of Directors on March 10, ACCOUNTING POLICIES AND MEASUREMENT METHODS Note 2. Basis of preparation 2.1. Statement of compliance In accordance with European regulation 1606/2002 dated July 19, 2002 on international accounting standards, the consolidated financial statements of SPIE Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union at December 31, The accounting principles used to prepare the consolidated financial statements result from the application of: all the standards and interpretations published by the IASB and adopted by the European Union, the application of which is mandatory at December 31, 2015; standards that the Group has early-adopted; accounting positions adopted in the absence of specific guidance in IFRS. International Financial Reporting Standards include International Accounting Standards (IAS) and interpretations issued by the Standards Interpretations Committee (SIC) and the International Financial Reporting Standards Interpretations Committee (IFRS-IC) Accounting policies The accounting policies applied in the preparation of the Group s consolidated financial statements are set out in Note 3. These policies have been consistently applied to all the years presented. New standards and interpretations applicable from January 1, 2015 IFRIC 21 Levies. The impacts caused by the retrospective application of this standard are described in Note 4.2. Published new standards and interpretations for which application is not mandatory as of January 1, 2015 Standards, interpretations and amendments already published by the International Accounting Standards Board (IASB) which are not yet endorsed by the European Union are as follows: IFRS 9 Financial instruments ; IFRS 15 Revenue from contracts with customers ; REGISTRATION DOCUMENT 2015 / SPIE SA

165 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Amendments to IAS 16 and IAS 38 Clarification of acceptable methods of depreciation and amortization ; Amendments to IFRS 10 and IAS 28 Sale or contribution of assets between an investor and its Associate or Joint Venture ; Amendment to IAS 1 Presentation of financial statement Disclosure initiative. The Group is currently assessing the impact and practical implications resulting from the application of the standards and interpretations published by the IASB, but whose application is not yet compulsory Critical judgment and estimates The preparation of the consolidated financial statements in accordance with IFRS is based on management s estimates and assumptions used to estimate the value of assets and liabilities at the date of the statement of financial position as well as income and expenses for the period. Actual results could be different from those estimates. The main sources of uncertainty relating to critical judgment and estimates concern the impairment of goodwill, employee benefits, the recognition of revenue and profit margin on long-term service agreements, provisions for contingencies and expenses and the recognition of deferred tax assets. Management continually reviews its estimates and assumptions on the basis of its past experience and various factors deemed reasonable, which form a basis for its evaluation of the carrying value of assets and liabilities. These estimates and assumptions may be amended in subsequent periods and require adjustments that may affect future revenue and provisions. Note 3. Summary of significant accounting policies 3.1. Consolidation The Group s consolidated financial statements include all subsidiaries and associates of SPIE SA. The scope of consolidation comprises 162 companies; the percentages of interest are presented in the table in Note 27 of the present document. The main amendments to the scope of consolidation that took place during the year are presented in Note 6. Consolidation methods According to IFRS 10, Consolidated Financial Statements, entities controlled directly or indirectly by the Group are consolidated under the full consolidation method. Control is established if the Group has all the following conditions: substantive rights enabling it to direct the activities that significantly affect the investee s returns; exposure to variable returns from its involvement with the investee; and the ability to use its power over the investee to affect the amount of the variable returns. For each company held directly or indirectly, it was assessed whether or not the Group controls the investee in light of all relevant facts and circumstances. IFRS 11, Joint Arrangements, sets out the accounting treatment to be applied when two or more parties have joint control of an investee. Joint control is established if decisions relating to relevant activities require the shareholders unanimous agreement. A joint arrangement falls into one of two categories, generally dependent on the legal form of investee: joint ventures: parties that have joint control of the arrangement have rights to its net assets, and are consolidated using the equity method; or joint operations: parties that have joint control of the arrangement have direct rights to the assets and direct obligations for the liabilities of the arrangement, the joint operator recognizing its share of the assets, liabilities, revenue and expenses of the joint operation. Most of the joint arrangements relating to public works are through joint-venture companies (société en participation SEP) that, given their characteristics, fall into the category of joint operations. As required by IAS 28 (revised), entities over which SPIE exercises significant influence are consolidated using the equity method. The results of enterprises acquired or sold during the year are included in the consolidated financial statements, as from the date of acquisition in the first case or until the date of disposal in the second. 163

166 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Translation of the financial statements of foreign entities The Group s consolidated accounts are presented in euros. In most cases, the functional currency of foreign subsidiaries corresponds to the local currency. The subsidiaries financial statements are translated at closing rates for statement of financial position items and at average rates for income statement items. Exchange gains or losses resulting from the translation are recognized in equity as currency translation adjustments. The currency translation rates used by the Group for its main currencies are as follows: Closing Rate Average Rate Closing Rate Average Rate Euros EUR US Dollar USD Swiss Franc CHF Great-Britain Pound GBP CFA Franc CFA Segment reporting Operating segments are reported consistently with the internal reporting provided to the Group s Management. The Group s Chairman and Chief Executive Officer regularly examine segments operating income to assess their performance and to make resources allocation decisions. He has therefore been identified as the chief operating decision maker of the Group. The Group s activity is divided into four Operating Segments for analysis and decision-making purposes. The segments are characterized by a standardized economic model, especially in terms of products and offered services, operational organization, customer typology, key success factors and performance evaluation criteria. The Operating Segments are the following: France; Germany and Central Europe; North Western Europe; Oil & Gas and Nuclear. Quantitative information is presented in Note Business combinations and goodwill The Group applies the acquisition method to account for business combinations, as defined in IFRS 3R. The acquisition price, also called consideration transferred, for the acquisition of a subsidiary is the sum of fair values of the assets transferred and the liabilities incurred by the acquirer at the acquisition date and the equity interests issued by the acquirer. The consideration transferred includes contingent consideration, measured and recognized at fair value, at the acquisition date. In addition: Non-controlling interests in the acquired company may be valued at either the share in the acquired company s net identifiable assets or at fair value. This option is applied on a case-by-case basis for each acquisition. Acquisition-related costs are recognized as expenses of the period. These expenses are recognized as Other operating income and expenses of the income statement. Goodwill Goodwill represents the difference between: (i) the acquisition price of the shares of the acquired company plus any contingent price adjustments; and (ii) the Group s share in the fair value of their identifiable net assets on the date of the control being taken. The fair value of assets and liabilities acquired may be adjusted within a maximum twelve-month period following the date of acquisition (the allocation period ), in order to reflect facts and circumstances existing at the acquisition date. This may result in adjustments to the goodwill determined on a provisional basis. Price adjustments are measured at fair value at acquisition date, with a counterpart through equity, at each closing date. After the end of the one-year allocation period, any further change in this fair value is recognized in income REGISTRATION DOCUMENT 2015 / SPIE SA

167 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Post-acquisition Further acquisitions or transfers of non-controlling interests, without any change in control, are considered as transactions with the Group s shareholders. According to this approach, the difference between the price paid to increase the percentage of interest in entities already controlled and the additional proportionate equity interest thus acquired is accounted for in the Group s equity. Similarly, a reduction in the Group s percentage of interest in an entity that remains controlled by the Group is accounted for as an equity transaction with no impact in income. For share transfers with a further loss of control, the change in fair value, calculated based on the entire interest at the transaction date, is recognized in gains or losses on disposal of consolidated investments. The remaining equity interest retained, where applicable, is then accounted for at fair value at the date of the loss of control. For business combination achieved in stages, non-controlling interest previously held in the acquiree is remeasured at fair value at its acquisition-date. Any resulting profit and loss is recognized in income. Treatment of outstanding representations and warranties In the context of its business combinations, the Group usually obtains representations and warranties from the sellers. Regarding business combinations, the outstanding representations and warranties that can be valued individually result in the recognition of an indemnification asset in the accounts of the acquirer. Subsequent changes to these representations and warranties are recorded symmetrically with the liability recorded for the indemnified items. Representations and warranties that are not separately identifiable (general guarantees) are recognized when they become exercisable, through the income statement. The outstanding representations and warranties are recorded in Other non-current assets. Impairment test of goodwill Goodwill is not amortized. Goodwill is tested for impairment at least once a year and whenever there is an indication of impairment. For this test, goodwill is allocated to Cash Generating Units (CGU) or groups of CGUs corresponding to homogeneous groups which together generate identifiable cash flows (see Note 3.10) Revenue recognition The Group recognizes services contract income and expenses using the percentage of completion method at the end of each monthly reporting period. The stage of completion is measured with reference to the progress in terms of costs incurred. In the case of maintenance contracts, the progress is measured in terms of invoicing performed. The measurement of the percentage-ofcompletion method relies on the contracts follow-up and the consideration of hazards assessed based on acquired experience, in order to value the best estimate of future benefits and obligations expected for these contracts. No profit margin is recorded if the level of completion is insufficient to provide a reliable outcome at the end of the contract. In the event that the expected outcome at completion of the project is a loss, a provision for loss on completion is recorded irrespective of the stage of completion of the project. This provision is based on the best estimate of the outcome at completion of the project, measured in a reasonable manner. Provisions for losses on completion are presented as a liability in the statement of financial position. Revenue relating to Public-Private Partnership (PPP) contracts Annual revenue under PPP contracts is determined based on the fair value of the services rendered in the financial year measured by applying the estimated margin rates of construction (initial and renewal), servicing and maintenance respectively to building costs (initial and renewal) and servicing and maintenance costs Other operating income and expenses To ensure better understanding of business performance, the Group presents separately recurring operating income within operating income which excludes items that have little predictive value because of their nature, their frequency and / or their relative importance. These items, recorded in other operating income and other operating expenses especially include: Gains and losses on disposals of assets or operations; Expenses resulting from restructuring plans or operations disposal plans approved by the Group management; Expenses relating to non-recurring impairment of assets; 165

168 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Expenses of acquiring and integrating companies acquired by the Group; Any other separately identifiable income/expense, which is of an unusual and material nature Assets held for sale and discontinued operations Whenever discontinued operations (disposed or sold) or operations classified as held for sale are: either a separate major line of business or geographical area of operations that is material for the Group or that forms part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations; or a subsidiary acquired exclusively with a view to resale. They are shown in a separate line in the consolidated financial statements at the reporting date. When initially classified as held for sale, non-current assets and disposal groups are recorded at the lower of their carrying amount and fair value less costs to sell. Details of discontinued operations or operations held for sale are set out in Note Lease contracts Operating leases Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group are qualified as operating lease. These leases give rise to payments recorded as charges in the income statement during all lease duration. Finance leases Leases contracts under which the Group assumes substantially all the risks and rewards inherent to the ownership are qualified as finance leases. They are capitalized at the lower of the fair value of the asset leased and the discounted value of the minimum rentals due at the beginning of the leasing contract. The corresponding debt is recognized in liabilities. Payments received under the lease contract are broken down between the financial expense and the amortization of debt so as to obtain a constant periodic interest rate over the remaining balance of the liability. The financial expenses are recognized directly in the income statement. The asset is amortized over its useful life for the Group, the debt is amortized over the finance lease period, and eventually deferred taxes are recognized Intangible assets Intangible assets (mainly brands, customer relationships and order books) acquired separately or in the context of business combinations are initially measured at their fair value in the statement of financial position. The value of intangible assets is subject to regular monitoring in order to ensure that no impairment should be accounted for. Brands and customer related assets The value of customer relationships is measured taking into account a renewal rate of contracts and amortized over the renewal period. The amortization period of the backlog is defined on a case-bycase basis for each acquisition, after a detailed review. Brands acquired are amortized over the estimated duration of use of the brand, depending on the Group s brand integration strategy. By exception, SPIE brand has an indefinite useful life and therefore is not amortized. Internally generated intangible assets Research costs are recognized in the income statement as expenses of the period. Development costs are recognized as intangible assets when the following criteria are fulfilled: the Group s intention and financial and technical capacity to complete the development project; the probability that the Group will enjoy future economic benefits attributable to development expenditure; the reliable measure of the cost of this asset. Capitalized expenditure includes personnel costs and the cost of materials and services used that are directly allocated to the given projects. Capitalized expenditure is amortized over the estimated useful life of the relevant processes, once they have been put into use. Other intangible assets Other intangible assets are recognized at cost, net of accumulated amortization and impairment losses, if any. They relate mainly to software and are amortized over a period of three years on a straight-line basis REGISTRATION DOCUMENT 2015 / SPIE SA

169 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 3.9. Property, plant and equipment Property, plant and equipment are recognized at cost, net of accumulated depreciation and impairment losses, if any. Depreciation is calculated for each significant part of an item of property, plant and equipment using either the straightline method or any other method that best represents the economic use of the components over their estimated useful life. The estimated residual values at the end of the depreciation period are zero. The main average useful lives applied are as follows: Buildings Site machinery and equipment Fixed machinery and equipment Transport vehicles Office equipment IT Land is not depreciated. 20 to 30 years; 4 to 15 years; 8 to 15 years; 4 to 10 years; 3 to 10 years. The depreciation periods are reviewed annually and may be modified if the expectations are different from the previous estimations Impairment of goodwill, property, plant and equipment and intangible assets The recoverable value of property, plant and equipment and intangible assets is tested whenever there is an indication of impairment; this is examined at each closing date. With regard to goodwill and intangible assets with an indefinite useful life (a category which in the case of the Group is limited to the SPIE brand), this impairment test must be conducted as soon as there is any indication of impairment and at least annually. Goodwill does not generate any cash inflows on its own and is therefore allocated to the corresponding Cash Generating Units (CGU) (see Note 14). The recoverable value of these units is the higher of the value in use, determined on the basis of discounted future net cash flow projections, and the fair value less costs to sell. If this value is lower than the net carrying amount of these units, an impairment loss is recorded for the difference, which is allocated in priority to goodwill. Contrary to potential impairment losses on depreciable property, plant and equipment and amortizable intangible assets, those allocated to goodwill are definitive and cannot be reversed in subsequent financial years. The Cash Generating Units (CGU) future cash flows used in the calculation of value in use (note Impairment test for goodwill ) are derived from annual budget and multiannual forecasts prepared by the Group. The construction of these forecasts is an exercise involving the various players within the CGUs and the projections are validated by the Group s Chief Executive Officer. This process requires the use of critical judgment and estimates, especially in the determination of market trends, material costs and pricing policies. Therefore, the actual future cash flows may differ from the estimates used in the calculation of value in use. Quantitative information is provided in Note Financial assets The Group classifies its financial assets within the following categories: assets available for sale, assets measured at their fair value through equity and income, loans and receivables. The breakdown of financial assets into current and noncurrent assets is determined at the closing date based on their maturity date being under or over one year. All regular way purchases/sales of financial assets are recorded at the transaction date. Assets available for sale These assets represent the Group s interests in the capital of non-consolidated entities. They are recorded in the statement of financial position at their fair value. Changes in value are recognized in equity. However, if there is a significant or sustained decrease in the fair value of assets available for sale, the unrealized capital loss is reclassified from equity to net income or loss for the year. As far as equity instruments are concerned, if, during a subsequent period, the fair value of a security available for sale increases, the increase in value is again recorded in equity. When these financial assets are derecognized, the accumulated gains and losses previously recorded in equity are reclassified to income for the period. Loans and receivables These include receivables related to investments, 1% building loans and other loans and receivables. These loans and receivables are initially recorded at their fair value plus directly attributable transaction costs. On subsequent closing dates, they are accounted for at the amortized cost calculated using the effective rate of return. The value on the face of the statement of financial position includes the outstanding capital and the unamortized share of transaction costs directly attributable to the acquisition. An impairment test is carried out whenever there is an indication of impairment. An impairment 167

170 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements loss is recorded if the carrying amount of an asset is greater than its recoverable value. Impairment losses are recognized in the income statement. The recoverable value of loans and receivables is equal to the value of estimated future cash flows, discounted at the financial assets original effective interest rate (in other words, at the effective interest rate calculated at the date of initial recognition). Receivables with a short maturity date are not discounted. Previously recognized impairment losses may be reversed in the income statement in the event of an improvement in the recoverable value of loans and receivables. Receivables relating to Public-Private Partnership (PPP) contracts The Group, as a private operator, has signed Public-Private Partnership contracts. This type of contract is one of a number of public-private contract schemes being used in France. The PPP Contracts are accounted for in accordance with IFRIC 12 Concessions, when they meet the three following conditions: first, the public authority determines the nature of the services that the private operator is required to provide, by means of the infrastructure as well as who is likely to benefit from these services; second, the contract stipulates that at the end of the contract, the infrastructure retains a significant residual value which is returned back to the public authority; finally, the contract provides for the construction of the infrastructure to be made by the private operator. In exchange for the construction services provided, the Group is granted rights to receive a financial asset and therefore a receivable is recognized. Receivables are measured, for each signed contract, using the amortized cost method at an effective interest rate corresponding to the project s internal rate of return. In subsequent periods, the financial asset is amortized and interest income is recognized using the effective interest rate. Receivables securitization program In the course of its operations, some entities of the Group have developed a securitization program for its trade receivables which will end in June 11, Under this securitization program, participating companies can transfer full ownership of their trade receivables to the SPIE Titrisation Mutual Fund in order to obtain funding amounting up to a maximum of 300 million. The securitization utilization amounts to 300 million, with the possibility to increase the amount to 450 million. The financed amount of the transaction is defined as equal to the amount of transferred receivables eligible for the securitization program less, by way of security, the subordinate deposit amount and the additional senior deposit amount applied by the SPIE Titrisation Mutual Fund. In the consolidated accounts, the securitized receivables have been kept as assets in the statement of financial position, the security deposits paid into the funds have been cancelled and in return the value of financing obtained has been recorded in borrowings. Moreover, SPIE GmbH entity created during the business combination carried out in Germany in September 2013 signed in December 2013 a non-recourse securitization program of discount on notes receivable for an unlimited duration. The financed amount is of 46,298 thousands as of December 31, The assigned receivables are no longer recognized as assets in the consolidated financial statements. 1% Building Loans In France, employers standing in an industrial or commercial activity and hiring at least 20 employees must invest in housing construction for their employees at least 0.45% of the total payroll. This investment can be realized either directly or by a contribution to the Comité Interprofessionnel du Logement (Inter-Professional Housing Committee) or to a Chamber of Commerce and Industry. The contribution can be booked as granted loan in the assets of the statement of financial position, or as a grant recognized as an expense in the income statement. 1% building loans do not bear interest and are granted for a period of 20 years. 1% building loans are loans granted to employee at low interest rate. In accordance with IAS 39, these loans are discounted at their initial recognition date and the difference between the nominal value of the loan and its discounted value is recorded as an expense which is granted representing an economic benefit granted to employees. Subsequently, the loans are accounted for using the amortized cost method which consists in reconstituting the redemption value of the loan, at the end of the 20 year period, by recognizing interest income over the period. Assets at fair value through income statement This valuation method is applied to financial assets held by the Group for the purpose of generating a short-term disposal gain. These assets are measured at their fair value and any changes in fair value are recognized in the income statement. These financial instruments are classified as current assets under cash equivalents and notably include marketable securities REGISTRATION DOCUMENT 2015 / SPIE SA

171 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Financial liabilities The breakdown of financial liabilities into current and noncurrent liabilities is determined at the closing date by their maturity date. Thus, financial liabilities maturing less than one year are recognized in current liabilities. Financial liabilities consist of accounts payable, medium and long-term loans and derivative financial instruments. At the date of their initial recognition, medium and long-term loans are measured at their fair value less directly attributable transaction costs. They are subsequently accounted for at amortized cost using the effective interest rate method. The amortized cost is calculated taking into account all the issuing costs and any discount or redemption premiums directly linked to the financial liability. The difference between the amortized cost and the redemption value is reversed through the income statement using the effective interest rate method over the term of the loans. When accounts payable have maturity dates of less than one year, their nominal value may be considered to be close to their amortized cost Derivative financial instruments The Group uses derivative financial instruments (interest rate swaps and foreign exchange forward contracts) to hedge its exposure to interest rate and foreign exchange risks. Derivative instruments are recorded in the statement of financial position as current or non-current financial assets and liabilities depending on their maturity dates and accounting designation. They are measured initially at their fair value on the transaction date and re-measured accordingly at each reporting date. In the case of cash flow hedging, the hedging instrument is recorded in the statement of financial position at its fair value. The effective portion of the unrealized gain or loss on the derivative financial instrument is immediately recognized in equity and the ineffective portion of the gain or loss is immediately recognized in the income statement. The amounts recorded in equity are reversed in the income statement in accordance with the accounting policy applied to hedged items. If the Group no longer expects the hedged transaction to occur, the accumulated unrealized gain or loss, which was recorded in equity (for the effective portion), is immediately recognized in the income statement. In the case of fair value hedging, the hedging instrument is recorded in the statement of financial position at its fair value. Changes in the fair value of the hedging instrument are recorded in the income statement alongside the changes in the fair value of the hedged item attributable to the identified risk Inventories Inventories, which are essentially made up on-site supplies, are measured at the lower of the cost or net realizable value according to the first in first out method. The inventories are impaired, where applicable, in order to reflect their probable net realizable value Cash and cash equivalents In the consolidated statement of financial position, cash and cash equivalents includes liquid assets in current bank accounts, shares in money market funds and negotiable debt securities which can be mobilized or transferred in the very short term with a known cash value and do not have a significant risk in terms of changes in value. All components are measured at their fair value. In the consolidated cash flow statement, cash and cash equivalents of the operations held for sale are added to and bank overdrafts are deducted from cash and cash equivalents presented in the statement of financial position Income taxes The Group calculates income taxes in accordance with prevailing tax legislation in the countries where income is taxable. Current taxes The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group s subsidiaries and associates operate and generate taxable income. Deferred taxes Deferred taxes are recorded on temporary differences between the carrying amount of assets and liabilities and their tax bases as well as on tax losses according to the liability method. Deferred tax assets are recognized only when it is probable that they will be recovered. In particular, deferred tax assets are recognized on tax loss carry-forwards of the Group, to the extent that it is probable that they can be utilized against future tax profits in the foreseeable future. Deferred taxes are not discounted. 169

172 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Management s judgment is required to determine the extent to which deferred tax assets can be recognized. Future sources of taxable income and the effects of the Group s global income tax strategies are taken into account in making this determination. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction and takes into account past, current and future operating performance deriving from the existing contracts in the order book, the budget and multiannual forecasts, and the length of carry back, carry forwards and expiration dates of net operating loss carry forwards, over a five year horizon. The expected reversal of tax losses is based on the forecast of future results previsions validated by local management and reviewed by the Group s Accounting and Tax Department. Undistributed earnings The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group and the Group does not foresee the distribution of earnings in the near future. With regard to the Group s French subsidiaries, the distribution of earnings is tax exempt for the subsidiaries in which the Company owns 95% or more of the outstanding shares (i.e. the majority of those). Therefore, no deferred tax liability is recognized for undistributed earnings from French and foreign subsidiaries Provisions The Group identifies and analyses on a regular basis legal claims, faults and warranties, onerous contracts and other commitments. A provision is recorded when, at the closing date, the Group has an obligation towards a third party arising from a past event, the settlement of which is likely to require an outflow of resources embodying economic benefits. Provisions are recognized on the basis of the best estimate of the expenditure required to settle the obligation at the reporting date. These estimates take into account information available and different possible outcomes. An estimation of the amount shown under provisions corresponds to the outflow of resources that the Group will probably have to bear in order to settle its obligation. In the case of restructuring, an obligation is recorded once the restructuring process has been announced and a detailed plan prepared or once the entity has started to implement the plan, prior to the reporting date. Provisions are discounted when the effect is material. Provisions Depending on the nature of the risk, estimates of the probable expenditure are made with operational staff in charge of the contracts, internal and external lawyers and independent experts whenever necessary. Quantitative information is set out in Note Contingent liabilities Contingent liabilities are potential obligations stemming from past events which existence will only be confirmed by the occurrence of uncertain future events which are not within the control of the entity, or current obligations for which an outflow of resources is unlikely. Apart from those resulting from a business combination, they are not recorded in the accounts but are disclosed, when appropriate, in the notes to the financial statements Employee benefits Employee benefits deal with retirement indemnities (including defined contribution plans and defined benefit plans), pension liabilities and other long-term benefits, mainly length-ofservice awards. Defined contribution plans refer to post-employment benefits under which the Group pays defined contributions to various employee funds. Contributions are paid in exchange for the services rendered by employees during the financial year. They are expensed as incurred and the Group has no legal or constructive obligation to pay additional contributions in the event of insufficient assets. Defined benefit plans refer to post-employment benefit plans other than defined contribution plans. These plans constitute a future obligation for the Group for which a commitment is calculated. A provision is calculated by estimating the value of benefits accumulated by employees in exchange for services rendered during the financial year and in previous financial years. Within the Group, post-employment benefits and other long-term benefits correspond to defined benefit plans. Post-employment benefits Post-employment benefits mainly correspond to retirement indemnities applicable in France and to internally held pension plans in force in other European countries. The Group s plans are defined contribution plans and defined benefit plans which generally require, in addition to the part financed by the Company, a contribution from each employee defined as a percentage of his or her compensation. The valuation of these benefits is carried out annually by independent actuaries. The actuarial method used is the Projected Unit Credit Method REGISTRATION DOCUMENT 2015 / SPIE SA

173 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Assumptions mainly include the discount rate, the long-term salary increase rate and the expected rate of the retirement age. Statistical information is mainly related to demographic assumptions such as fatality, employee turnover and disability. Since January 1, 2013, the Group applies the dispositions of IAS 19 amended Employee Benefits, which introduces several modifications on the accounting of post-employment benefits, including: the recognition in the consolidated statement of financial position of all post-employment benefits granted to employees of the Group. The corridor option and the possibility to amortize through the income statement the cost of past services over the average vesting period have been cancelled; the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in an accounting period is recognized in that period through the income statement; the net interest on the net defined benefit liability or asset has to be determined using the same discount rate as of the defined benefit obligation, at the beginning of the period; the remeasurements of the net defined benefit liability or asset, comprising: actuarial gains and losses, return on plan assets and some changes in the effect of the asset ceiling must be booked as Other Comprehensive Items (OCI). These impacts are presented in the consolidated statement of comprehensive income. These plans are characterized as follows: In France, employee benefits correspond to retirement indemnities established in accordance with collective bargaining agreements (estimated based on a percentage of the last salary, according to the seniority and to the applicable collective agreements). In Germany, employee benefits correspond to internally held pension plans, settled in the entities of the SPIE GmbH sub-group. In Switzerland, employee benefits correspond to internally held pension plans, settled in the Swiss companies Connectis and Softix, acquired in In the United Kingdom, pension plans are financed through independent pension funds and as such, do not lead to any post-employment obligation recognition. The value recorded in the statement of financial position for employee benefits and other long-term benefits corresponds to the difference between the discounted value of future obligations and the fair value of plan assets intended to cover them. The obligation corresponding to the net commitment thus established is recorded as a liability. The net financial cost of retirement indemnities, including the financial cost and the expected return on plan assets, is recognized under Net financial expenses. The operating expense is recorded in personnel expenses and includes the cost of services provided during the year as well as the impacts of any plan changes, reductions or liquidations. Actuarial assumptions (economic and demographic) have been determined locally according to each concerned country. Quantitative information is detailed in Note Other long-term benefits Other long-term benefits essentially include length-of-service bonuses in the form of length-of-service awards. The Group recognizes a liability in respect of awards acquired by employees as of December 31. This provision is calculated according to methods, assumptions and frequency that are identical to those used for provisions for retirement indemnities described above. Actuarial gains and losses arising from the valuation of lengthof-service awards are recognized immediately in the income statement of the financial year of their occurrence. Optional profit sharing agreement Sub-group optional profit sharing agreements were signed in 2013 within French entities and define the calculation formula and terms for the profit sharing among beneficiaries. A liability is accrued for in personal expenses in respect of the amount of profit to be shared at year-end, payable the year after. Legal profit sharing agreement SPIE Operations and all subsidiaries whose registered office is in France, directly or indirectly owned by more than 50% and irrespective of the number of employees, have entered into a Group legal profit sharing agreement dated June 6, 2005 in accordance with Articles L et seq. of the French Employment Code (Code du travail). 171

174 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 4. Adjustments on previous periods 4.1. Pension adjustments made on 2014 accounts on Swiss entities of the Group The Swiss Federal Law on Occupational Retirement, Survivors and Disability Pension Plans requires all Swiss employers to operate occupational pension plans with certain minimum standards. These standards are fixed by the government and based on a defined contribution (DC) plan, by which contributions paid by the employer and the employee are accumulated in an old-age savings account with a nominal interest rate. The saving accounts are administered by occupational benefit institutions (e.g. pension funds) associated with the employer. At retirement, accumulated savings are converted into a pension using a conversion rate. By law, the occupational benefit institutions must ensure that they can meet their obligations at all times. As the minimum legal requirements result in an inherent risk of underfunding and in a potential risk that the employer has to pay additional contributions to the institution in order to eliminate potential shortfalls, the occupational pension plans generally have to be accounted for as defined benefit (DB) schemes under IAS 19. Pensions schemes operated in Switzerland by SPIE Group s entities are administered by insurance companies providing fully insured solutions which minimize the risk that SPIE s Swiss entities have to pay additional contributions related to already accrued benefits. Consequently, four entities in Switzerland did not recognize till now the liabilities regarding related contributions linked to the implementation of IAS 19. The involved Swiss entities are the following: SPIE Suisse (created in 2008), Electrotech (acquired in 2002), Hamard (acquired in 2008), Fanac & Robas (acquired in 2010). This situation has been incorporated into the financial accounts of the Group on January 1, The impacts of these adjustments on the consolidated financial statements as at December 31, 2014 are the followings: On the consolidated statement of financial position as at December 31, 2014: - In liabilities: an increase of the other employee benefits account by 3,610 thousand, which changes the position of the related account from 255,768 thousand as published in the December 31, 2014 financial statements to 259,378 thousand in the December 31, 2014 restated financial statements, a decrease of the Equity attributable to owners of the parent by (2,755) thousand, which changes the position of the related account from 355,777 thousand as published in the December 31, 2014 financial statements to 353,022 thousand in the December 31, 2014 restated financial statements (before impact of IFRIC 21); - In assets: an increase of the deferred tax assets account by 855 thousand, which changes the position of the related accounts from 230,163 thousand as published in the December 31, 2014 financial statements to 231,018 thousand in the December 31, 2014 restated financial statements(before impact of IFRIC 21). On the consolidated income statement as at December 31, 2014: - The Net Income decreased for 4 thousand, of which a 36 thousand increase in the Recurring operating income, a 36 thousand decrease in the Other financial income and expenses and an increase of Income tax expenses of 4 thousand IFRIC 21 Levies Since January 1, 2015, the Group applies IFRIC 21 Levies which provides guidance on the recognition of liabilities to pay levies imposed by governments, other than income taxes. The consequence of the application of this policy has led the Group to correct its opening net equity regarding taxes under the application field of this standard. On January 1, 2014, this net impact in the equity was an increase of 3,147 thousand. The impact on the Income Statement is not significant. The financial statements of December 31, 2014 presented in comparison to December 31, 2015 are restated in accordance to the present Note 4, as well as IFRS 5 restatement in the Consolidated Income Statement (see Note 11) Non-recurring costs related to the refinancing Cost of net financial debt was affected in 2014 and in 2015 by non-recurring items related to the refinancing at IPO. These corresponding costs have been reallocated to other financial income and expenses into the consolidated income statement (see Note 9) REGISTRATION DOCUMENT 2015 / SPIE SA

175 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements SIGNIFICANT EVENTS OF THE PERIOD Note 5. Significant events 5.1. Financial debt refinancing process as of January 13, 2015 On December 3, 2014, SPIE s Board of Directors adopted a set of measures to refinance the Group s financial debt. These measures were implemented on January 13, 2015 as follows: the drawdown of the complementary credit line Facility E for a nominal amount of 625 million; the issuance of 2 nd Lien Bond for a nominal amount of million; the early repayment of the Loan granted by Clayax Acquisition Luxembourg 5 (main shareholder of SPIE SA) has been made for an amount of million, of principal and accrued interests Initial Public Offering (IPO) as of June 10, 2015 In the context of the Initial Public Offering of SPIE SA on the Euronext Paris regulated market, the French financial markets authority (Autorité des marchés financiers AMF) affixed visa No dated May 29, 2015 on the available prospectus, which consists of: the document de base registered on May 19, 2015 under number I ; the update of the document de base filed to the AMF on May 29, 2015 under number D A01; the securities note along with the summary of the prospectus included in the securities note endorsed by the AMF on May 29, The Company was listed on the Euronext Paris regulated market on June 10, ,179,930 existing shares sold out by the shareholders Clayax Acquisition Luxembourg 1 S.à.r.l, the Managers of the SPIE Group and the employees through the FCPE SPIE Actionnariat SPIE s market capitalization amounted to around 2.5 billion based on an offering price of per share. The following operations occurred on the settlement date, June 11, 2015: a) Post-IPO legal reorganization of the Group Until June 11, 2015, the management companies, SPIE 20 RA SAS, SPIE 20 PP SAS, SPIE 350 PP SCA and SPIE 350 RA SCA, held the shareholdings of the managers and executives of the Group. Shortly before settlement, these four management companies were merged into SPIE SA. Their assets and liabilities were consolidated into SPIE SA in return for a number of SPIE SA ordinary shares calculated using an exchange ratio based on each of the management company s shares and those of SPIE SA valued at the initial offering price. Furthermore, in order to simplify the Group s organization, the holding companies, Clayax Acquisition 3 SAS and Clayax Acquisition 4 SAS, direct and indirect subsidiaries of SPIE SA, respectively, were also merged into SPIE SA following the Group s IPO, with retroactive effect from January 1, b) Refinancing As part of the Initial Public Offering, SPIE Group repaid all of its financing debts on June 11, 2015 and drawdown a new Senior Term Loan ( Facility A ) signed on May 15, 2015, for a nominal amount of 1,125 million, as well as a drawdown of 170 million on a Revolving Credit Facility of 400 million (see Note 20.3). Consequently, the following were placed on the market: 42,424,242 new ordinary shares issued as part of a 700 million capital increase (share premiums included); 173

176 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 5.3. Employees shareholders plan Share for You 2015 On October 1, 2015, a process of share capital increase had been launched, via the issuance of new shares reserved for current and former employees and eligible corporate officers who are members of a plan d épargne d entreprise (FCPE SPIE Actionnariat 2015 as a French company savings plan) of the Company and of French and foreign companies. The subscription rate reached 97% of the maximum authorized amount of 55 million. Settlement-delivery of the shares took place on December 10, (See Note 17.4) As at December 10, 2015, SPIE s public float amounts to 36.7% of its share capital (See Note 17.2) External growth The Group acquired eight entities, representing in 2015 around 184 million annual turnover, of which five bought deals during fiscal year 2015 (see Note 6) and three entities were acquired upon suspensive conditions and the purchase agreement was completed in January 2016 (see Note 26.1). The most significant acquisitions are located in the Netherlands and in United Kingdom. Note 6. Acquisitions and disposals Changes in scope of consolidation include: Companies acquired during the period; Companies acquired during previous periods, which do not have the operational resources necessary to prepare financial statements in line with Group standards within the time allocated. These companies are included in the Group s scope of consolidation once the financial information is available; Newly created entities Newly acquired non-consolidated companies ventilation for a global amount 1.21 million. In 2014, Thermat, which employs 14 people, achieved sales revenues amounting approximately to 2.2 million. SPIE Sud-Est also acquired on December 22, 2015 a French company Entreprise Villanova for a global amount of 1.17 million. Specialized in high and low voltage electrical installations, it operates in the sector of the new collective housing. Entreprise Villanova, which employs 20 people, achieved sales revenues amounting approximately to 2.1 million in These two companies will be consolidated as from January 1, SPIE Sud-Est acquired on December 18, 2015 a French company Thermat, specialized in heating, plumbing and 6.2. Newly consolidated companies Country Type of inclusion Date of inclusion Consolidation Method % of interest % of control New entities / activities of the Group SPIE Oil & Gas Services Limited United Kingdom Creation 2015/02/20 F.C SPIE Services Nigeria Limited Nigeria Creation 2010/12/15 F.C Numac (activity) Netherlands Acquisition 2015/05/01 F.C Cromm Und Co. GmbH Germany Acquisition 2015/10/16 F.C Leven Energy Services Limited United Kingdom Acquisition 2015/07/22 F.C * F.C.: Full Consolidation REGISTRATION DOCUMENT 2015 / SPIE SA

177 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements On February 20, 2015, the Group created the company SPIE Oil and Gas Services Limited in the United Kingdom. This entity has been consolidated in the financial statements of June 30, SPIE Services Nigeria Limited has been first time consolidated on the second half year This entity had no activity since its creation on December 15, Companies acquired and consolidated during the period 2015 are as follows: On May 1, 2015, the Group acquired the activities of the Numac Group in the Netherlands for a global amount of 7.3 million. Created in 1984, Numac is an industrial maintenance and technical services provider for the industry. Through its four subsidiaries, the company offers a portfolio of services and solutions: multi- disciplinary maintenance, metal processing, equipment maintenance, electrical installation and panels assembly, support services for OEM. With more than 670 employees working from 16 locations in the Netherlands, the Numac Group generated a turnover of approximately 57 million in On July 22, 2015, Leven Energy Services Limited has been acquired in United Kingdom for a global amount of 18.3 million (i.e million). With sales of approximately 36.3 million (i.e. 53 million) in 2014, Leven Energy Services Ltd, which employs 139 people, is an independent utilities contractor providing a range of engineering and utility services including mains replacement, underground cabling, and overhead line management. On October 16, 2015, Cromm und Co. GmbH has been acquired in Germany for a global amount of 0.5 million. Located in Karlsruhe, Cromm generated a turnover of approximately 1.1 million in 2014, providing technical building equipment installation services and offering planning, installation, maintenance and repair services throughout three activity areas: data network technology, communication technology and fiber optic technology. There is no newly consolidated company in 2015 that would have been acquired in 2014 or prior periods Disposed companies During 2015, the Group sold or disposed several entities which did not represent any strategic interest for itself. The operations are the following: on January 29, 2015, the Group sold GB Analyse Industrielle, a French company with total revenue of 0.4 million in 2014; on June 17, 2015, the Group sold Stadion Nürnberg Betriebs GmbH, a German company which generated total revenue of 5.7 million in 2014; on August 19, 2015, the Group sold SPIE Hellas SA located in Greece. As of 2014, SPIE Hellas accounts were restated under IFRS 5 Assets held for sale and discontinued operations ; SPIE Oil & Gas Services Pty Ltd located in Australia was dissolved and liquidated on September 27, This company had no activity; on October 31, 2015, AZD Oil & Gas Services Muscat LLC located in Oman has been sold. This company had no activity; on November 13, 2015, the Group sold SPIE Hungaria KFT, a Hungarian company which generated total revenue of 3.6 million in 2014; Facility Management Bahrain WLL, as a SPIE GmbH subsidiary located in the Bahrein Kingdom, was dissolved and liquidated on December 14,

178 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 6.4. Impact of newly consolidated companies The impact of the new consolidated companies in the Group s financial statement is presented hereafter: In thousands of euros Cromm und Co GmbH Leven Energy Services Ltd Numac Total acquisitions 2015 PPA Adjustments (IFRS 3R) Total after adjustments Intangible assets 1 12,501 1,996 14,498 (731) 13,767 Property, plant and equipment 3 4, ,661-5,661 Investments in companies accounted for under equity method Financial assets Deferred tax assets Other non-current assets Current assets ,156 21,352 34, ,615 Cash and cash equivalents 126 2, ,475-3,475 Total assets acquired at fair value ,888 25,205 58,331 (206) 58,125 Equity attributable to non-controlling interests Long-term borrowings - (1,565) (211) (1,776) - (1,776) Other non-current liabilities - - (306) (306) (794) (1,100) Deferred tax liabilities - (2,688) (470) (3,158) 102 (3,056) Short-term borrowings - (1,435) (267) (1,702) - (1,702) Other current liabilities (60) (11,217) (21,779) (33,056) (1,541) (34,597) Total liabilities assumed at fair value (60) (16,905) (23,033) (39,998) (2,233) (42,231) Transferred counterpart ,362 7,311 34,138-34,138 RECOGNIZED GOODWILLS ,379 5,139 15,805 2,439 18,244 The column PPA Adjustments (IFRS 3R) includes the adjustments related to the finalization of the purchase price acquisition of Scotshield, SPIE ICS, Vista, Viscom and Fleischhauer which ended in 2015 (see Note 14.1 for further details) REGISTRATION DOCUMENT 2015 / SPIE SA

179 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements SEGMENT INFORMATION Note 7. Segment information Summarized information intended for strategic analysis by general management of the Group for decision-making purposes (the concept of chief operating decision-maker in accordance with IFRS 8) is based on revenue (as per management accounts) and EBITA indicators broken down by operating segment Information by operating segment Revenue (as per management accounts) represents the operational activities conducted by the Group s companies, while consolidating subsidiaries that have minority shareholders on a proportionate basis or using the equity method. EBITA, as per management accounts, is the Group operating result. It is calculated before amortization of allocated goodwill (brands, backlogs and customers). The margin is expressed as a percentage of revenue (as per management accounts). In millions of euros France Germany and Central Europe North- Western Europe Oil & Gas and Nuclear Holdings 2015 Revenue (as per management accounts) 2, , ,296.6 EBITA EBITA as a % of revenue (as per management accounts) 6.9% 4.0% 4.6% 9.7% n/a 6.6% 2014 Restated* Revenue (as per management accounts) 2, , ,200.4 EBITA EBITA as a % of revenue (as per management accounts) 6.8% 3.5% 4.5% 9.0% n/a 6.4% * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale, see Note 11. Total Reconciliation between revenue (as per management accounts) and revenue under IFRS In millions of euros Restated* Revenue (as per management accounts) 5, ,200.4 SONAID (a) Holding activities (b) Others (c) (1.1) 0.4 REVENUE UNDER IFRS 5, ,368.1 * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale, see Note11. (a) SONAID is consolidated using the full consolidation method while it is consolidated on a proportionate basis in the management accounts (55%). (b) Non-Group revenue from the SPIE Operations Group, SNC Parc St Christophe and other non-operational entities. (c) Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-group entities that do not correspond to operational activity (essentially re-invoicing of expenses on account); revenue from entities consolidated under the equity method. 177

180 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Reconciliation between EBITA and operating income In millions of euros Restated* EBITA Amortization of intangible assets (allocated goodwill) (36.1) (50.1) Discontinued activities and restructuring costs (a) (17.8) (23.3) Financial commissions (1.8) (2.0) Non-controlling interests IPO / ESP (b) (29.6) (10.8) Others (1.4) (1.7) CONSOLIDATED OPERATING INCOME * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale, see Note 11. (a) Of which 13.4 million of provisions on the Matthew Hall Falsane-MoD contract; (b) Costs reating to the Initial Public Offering and to the employees shareholders plan Pro-forma indicators Pro-forma indicators are intended to provide a more comprehensive economic vision which incorporates the income statement over 12 months of companies acquired during the financial year irrespective of the initial consolidation date. In millions of euros Restated* Revenue (as per management accounts) 5, ,200.4 Pro-forma adjustments (12 months effect of acquisitions) Pro-forma revenue (as per management accounts) 5, ,311.0 EBITA 351,0 335,4 Pro-forma adjustments (12 months effect of acquisitions) EBITA pro-forma As a % of pro-forma revenue 6.6% 6.4% * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale, see Note Non-current assets by activity Non-current assets include intangible assets, property, plant and equipment, and goodwill allocated to Cash Generating Units. In thousands of euros France Germany & CE North- Western Europe Oil & Gas Nuclear Holdings DECEMBER 31, , , ,938 43,971 2,327,077 3,051,023 December 31, 2014 Restated 278, , ,198 41,083 2,341,971 3,044,595 Total REGISTRATION DOCUMENT 2015 / SPIE SA

181 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 7.4. Performance by geographic area Revenue under IFRS is broken down by geographical location of customers. In thousands of euros France Germany Rest of the world 2015 Revenue under IFRS 2,667, ,515 2,068,967 5,431, Restated* Revenue under IFRS 2,762, ,628 1,938,571 5,368,148 * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale. Total 7.5. Information about major customers No external customer individually represents 10% or more of the Group s consolidated revenue. 179

182 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements NOTES TO THE CONSOLIDATED INCOME STATEMENT Note 8. Other operating income and expenses 8.1. Operating expenses In thousands of euros Note Restated Purchases consumed (1,044,681) (1,110,512) External services (2,069,197) (1,980,131) Employment cost 8.2 (2,026,146) (1,961,953) Taxes (48,688) (52,144) Net amortization and depreciation expenses and provisions (21,646) (59,638) Other operating income and expenses 61,908 52,037 OPERATING EXPENSES (5,148,450) (5,112,341) 8.2. Employee cost Breakdown of employee cost In thousands of euros Note Restated Wages and salaries (a) (1,437,342) (1,373,846) Social security costs (568,163) (568,693) Employee benefits (b) (10,117) (7,391) Employee profit-sharing (10,524) (12,023) EMPLOYEE COSTS (2,026,146) (1,961,953) (a) The CICE (French State s credit for competitiveness and employment) total benefit accounted for in the income statement in 2015, booked as a deduction from personnel costs, amounts to 27,105 thousand (against 27,519 thousand in 2014). These amounts were calculated including the payments and liabilities accounted for during the period and relating to eligible compensations. (b) Employee benefits include the share of long-term post-employment benefit reserved for retirement benefit. Breakdown of average number of Group employees Engineers and executive management 6,989 7,979 Lower and middle management 17,510 17,701 Other employees 13,584 12,732 AVERAGE NUMBER OF GROUP EMPLOYEES 38,083 38,412 Headcount does not include any temporary people REGISTRATION DOCUMENT 2015 / SPIE SA

183 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 8.3. Other operating income (loss) Other operating income and expenses break down as follows: In thousands of euros Notes Restated Gain or loss on sale of consolidated investments (a) (3,582) 776 Other operating income and expenses (b) (42,732) (35,288) Business combination acquisition costs (1,158) (1,675) OTHER OPERATING INCOME AND EXPENSES (47,471) (36,187) (a) The gain or loss on sale of consolidated investments corresponds to the liquidation of marketable securities held by SPIE Batignolles T.P in the Chilean company SB Chile Ltda ( 2,918 thousand), the disposal of marketable securities held by SPIE Enertrans in the Brazilian company SBEI Brésil ( 676 thousand) along with the disposal of Stadion Nürnberg Betriebs GmbH, SPIE Hellas SA and G.B. Analyse Industrielle (see Note 11). (b) Other operating income and expenses mainly correspond to: (i) the June 2015 IPO related costs for 2,124 thousand; (ii) the employer matching contribution paid by the Group in connection with employees subscription to the shareholders plan for a total amount of 23,787 thousand (including roadshow costs) (see Note 17.5); (iii) the booking of a provision amounting to 13,663 thousand for an onerous contract at the date control was obtained in the United Kingdom and relating to an arbitrary procedure initiated by the Secretary of State for Defense; (iv) the reversal of provisions on securities held in SB Chile Ltda and liquidated by SPIE Batignolles T.P ( 2,917 thousand), and the reversal of provisions on securities held in SBEI Brazil and liquidated by SPIE Enertrans ( 676 thousand). (v) Costs related to uncompleted external growth projects, to restructuring or penalty costs. In 2014, this account also included a provision related to the SPIE GmbH (previously Hochtief Services Solutions) integration costs which amounted 21 million. Moreover, this account also included 10.8 million related to the 2014 SPIE IPO project. 181

184 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 9. Net financial cost and financial income and expenses Cost of net debt and other financial income and expenses are broken down in the table below: In thousands of euros Notes Restated Interest expenses (including financial leases) (76,158) (166,605) Interest income and expenses on cash equivalents 1, Net proceeds on sale of marketable securities COSTS OF NET FINANCIAL DEBT (a) (74,973) (165,412) Net gain / (loss) on exchange rates (b) (16,821) (4,668) Amortization of financial assets and allowance for financial provisions (net of reversals) (c) (2,100) (7,844) Dividends received - 2 Financial assets revaluation (d) - 6,822 Non-recurring costs related to refinancing (e) (72,572) (56,017) Other (f) (1,425) 1,379 OTHER FINANCIAL INCOME AND EXPENSES (92,918) (60,326) (a) The cost of net debt includes interest income and expenses on loans, cash equivalents, and net income and expenses associated with sales of marketable securities. The variation between 2014 and 2015 ( 90.4 million) is mainly due to savings made on the financial interests as a result of the 2015 debt refinancing (see Note 20.3). (b) Currency translations are mainly carried by the Oil & Gas Services sub-group, for a global amount of 19,297 thousand. (c) Amortization of financial assets and allowance for financial provisions (net of reversals) include the financial part of the post-employment provisions for an amount of (4,846) thousand, and the reversal of provision on the debt of SB Chile Ltda by SPIE Batignolles TP for an amount of 2,788 thousand. (d) Financial assets revaluation related in 2014 to the valuation at fair value of the SPIE 20 and SPIE 350 management companies that were absorbed by SPIE SA during the IPO process (see Note 17.2) (e) In 2015, this item mainly includes non-recurring costs related to the refinancing at IPO, both cash (swaps fair value: (11,996) thousand, second-lien facility early repayment call: (3,712) thousand) and non-cash (amortization of borrowing costs: (56,864) thousand). In 2014, this item also related to non-recurring costs relating to the repayment of the SPIE BondCo3 loan for (56,017) thousand, of which (43,968) thousand corresponding to early repayment penalties in cash. (f) Other mainly includes the (2,788) thousand loss on the SB Chile Ltda debt. Note 10. Income tax Tax rate Tax rate In France, an additional contribution tax of 5%, applicable to profits for 2011 and 2012, then prorogued to 10.7% on profits for 2013, 2014 and 2015, increases the ordinary tax rate in force to 38.0% (from 250 million revenue and above) for the 2013, 2014 and 2015 periods. This rate is not extended to fiscal years ending on December 31, Consequently, this additional contribution has no impact on the tax rate used by the Group for calculating deferred taxes of French entities. The Group applies an ordinary tax rate at 34.43% REGISTRATION DOCUMENT 2015 / SPIE SA

185 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Furthermore, prevailing tax rates in the main European countries in Group businesses are the followings: Income tax rate used by the Group France 34.43% 34.43% Germany 31.50% 31.50% United Kingdom 20.00% 21.00% Belgium 33.99% 33.99% Netherlands 25.00% 25.00% Switzerland 21.00% 21.00% Consolidated income tax expense Income taxes are detailed as follows: In thousands of euros Restated Income tax expense reported in the income statement Current income tax (73,855) (64,711) Deferred income tax 16,563 25,278 TOTAL INCOME TAX REPORTED IN THE INCOME STATEMENT (57,292) (39,433) Income tax expense reported in the statement of comprehensive income Net (loss)/gain on cash flow hedge derivatives (5,197) (773) Net (loss)/gain on post-employment benefits (40) 14,837 TOTAL INCOME TAX REPORTED IN THE STATEMENT OF COMPREHENSIVE INCOME (5,237) 14, Deferred tax assets and liabilities Before offsetting deferred tax assets and liabilities by fiscal entity, the components of deferred tax are as follows: In thousands of euros Assets Liabilities Dec. 31, 2015 Derivatives Employee benefits 81,574 81,574 Provisions for contingencies and expenses non-deductible for tax purpose 33,447 33,447 Tax loss carry forward 76,008 76,008 Revaluation of long-term assets 24,569 (291,321) (266,752) Deferred tax liabilities on finance leases 218 (1,015) (797) Other temporary differences 28,698 (18,039) 10,659 TOTAL DEFERRED TAX - NET 244,613 (310,375) (65,762) 183

186 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Deferred tax assets and liabilities by nature for 2014 are detailed below: In thousands of euros Assets Liabilities Dec. 31, 2014 Restated Derivatives 5,099 5,099 Employee benefits 74,581 74,581 Provisions for contingencies and expenses non-deductible for tax purpose 23,453 23,453 Tax loss carry forward 69,164 69,164 Revaluation of long-term assets 32,628 (252,838) (220,210) Deferred tax liabilities on finance leases (233) (233) Other temporary differences 24,439 (52,536) (28,097) TOTAL DEFERRED TAX - NET 229,364 (305,607) (76,243) The breakdown of deferred tax variations for the period according to their impact on the income statement or on the statement of financial position is the following: In thousands of euros Dec. 31, 2014 Restated Income statement Equity & OCI (a) Variations 2015 Dec. 31, 2015 Reclassifications (b) Translation differences Other/ Changes in scope (e) Derivatives 5, (5,197) 99 Employee benefits 74,581 1,914 (40) 903 4, ,574 Provisions for contingencies and expenses non-deductible for tax purpose 23,453 4, , ,447 Tax loss carry forward (c) 69,164 4,904 1, ,008 Revaluation of long-term assets (220,210) (389) 2,405 (2,753) (42,828) (2,978) (266,752) Deferred tax liabilities on finance leases (233) (1,315) (4) 755 (797) Other temporary differences (d) (28,097) 7, ,665 (99) 10,659 TOTAL DEFERRED TAX - NET (76,243) 16,563 (2,832) (436) - 2,815 (65,762) (a) Impacts on equity for (2.8) million derive from the OCI impacts deriving from the swap s divestiture during the IPO operations, and to the tax impact of the gains on the treasury shares held by SPIE SA; (b) As at January 1, 2015, a classification of the components of deferred tax in the Group s in 2014 was reviewed and has been restated through reclassifications to reflect the conclusions of the analysis, which led to a more precise presentation. (c) The tax loss carry-forward impacting the income statement mostly derive from the Group s deferred losses recognized as assets (and in particular in the SPIE SA holding, which carries the tax grouping, see Note 10.4); (d) Other temporary differences mainly include the deferred tax relating to the borrowing costs for a global amount of (14,594) thousand; (e) The others / changes in scope correspond to: deferred taxes on provisions booked in Germany during the PPA process on Scotshield, SPIE Leven and Numac, for a global amount of 2,977 thousand; deferred taxes related to the other entities acquired in REGISTRATION DOCUMENT 2015 / SPIE SA

187 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Tax loss carried forward Tax losses carried forward within the tax group in France amount to 147,154 thousand. They have been recognized as deferred tax assets for 48,622 thousand. The timeline for the relief of carry forward tax deficits, by allocation to predictable profits of the SPIE SA tax group, has been estimated at three years. As at December 31, 2015, unrecognized tax losses in France amount to 75,052 thousand and concern mainly pre-integration losses in the Group s French subsidiaries. All tax losses carried forward in the United-Kingdom amount to 72,236 thousand (i.e. 99,499 thousand). The corresponding deferred tax assets were recognized based on a four years plan relief of tax losses carried forward which were estimated at 44,995 thousand (i.e. 61,977 thousand). The amount of deferred tax assets finally recognized is of 8,559 thousand (i.e. 11,789 thousand). The deferred tax assets corresponding to the tax losses carried forward in Germany were fully accounted for 11,928 thousand, on a basis of a five years plan relief. All tax losses carried forward relating to the SPIE ICS in Switzerland, amount in basis as at December 31, 2015 to 13,114 thousands of Swiss Francs (CHF) (i.e. 12,175 thousand). They have been subject to the recognition of deferred tax assets fully accounted for an amount of CHF 2,754 thousand (i.e. 2,557 thousand) Reconciliation between provision for income taxes and pre-tax income In thousands of euros Restated Consolidated net income 38,304 (18,612) Provision for income taxes 57,292 39,433 Provision for income taxes on discontinued operations (58) 133 Pre-tax income 95,538 20,954 Theoretical French statutory tax rate 34.43% 34.43% Theoretical tax charge (32,894) (7,215) Permanent differences and other differences (4,247) (5,682) French CVAE (a) (13,808) (14,751) Unrecognized tax losses (11,793) 394 Utilization of previously unrecognized tax losses 1, Difference between French and foreign income tax rates 7,790 (11,143) Tax provisions (b) (3,446) (1,322) Net provision for income taxes, including discontinued activities (57,234) (39,566) Income taxes on discontinued activities (58) 133 INCOME TAX EXPENSE (57,292) (39,433) Effective tax rate 59.97% % Effective tax rate excluding French CVAE (c) 37.93% 80.82% (a) In France, the Company value-added contribution ("cotisation sur la valeur ajoutée des entreprises CVAE) is due based on added value stemming from individual financial statements. The Group opted for the option of booking CVAE in income tax in order to ensure consistency with the accounting treatment of similar taxes in other countries. Accordingly, CVAE is presented as a component of the income tax expense. As CVAE is tax deductible, its amount has been restated net of income tax for reconciliation purposes. (b) Tax provisions relate to tax audits in progress where notices of judgments have been received and are subject to discussions with the relevant tax authorities. The portion of this process relating to additional income tax is recognized as a component of the income tax expense. (c) Moreover, it is to be noted that 2014 is not representative of the effective tax rate calculation. Indeed, the period includes tax reintegration of financial expenses accounted for by the Group s holdings and related to the LBO debt for a global amount of 15.2 million. 185

188 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 11. Discontinued operations The Group s assets held for sale and discontinued operations requiring the application of IFRS 5 are outlined below: the disposal process of Foraid Algérie Eurl, initiated in 2011, was still in progress as at December 31, 2015; the entities Advago SA and SPIE Hellas SA (previously Hochtief Facility Management Hellas SA) in Greece were acquired on September 6, 2013, together with the Services Solutions activity of the Hochtief Group. The disposal process was initiated in 2014 and was still in progress as at December 31, 2015 for Advago SA. However, SPIE Hellas SA has been disposed on August 19, 2015; a disposal process has been initiated for TecnoSpie SA located in Portugal and was still in progress as at December 31, 2015; the liquidation process of SGTE Ingénierie, started in 2007, was still in progress as at December 31, Entities classified as held for sale in 2014, which have no impact on the 2015 financial statements: systems (hardware and software) for urban public transportation equipment (fleet management services and user and driver information), was sold on October 16, 2014; SPIE Oil & Gas Services UK, a subsidiary of SPIE Oil & Gas Services, for which a disposal process was initiated at the beginning of 2013, was liquidated on November 11, As a result, as at December 31, 2015, the financial statements of SGTE Ingénierie, Foraid Algérie Eurl, Advago SA, SPIE Hellas SA and TecnoSpie SA have been reclassified in a separate line on the income statement, representing the contribution to net income of these operations. The assets and liabilities of these operations have been respectively reclassified as Assets classified as held for sale and Liabilities associated with assets classified as held for sale in the consolidated statement of financial position as at December 31, Assets and liabilities of these activities have been valued at their fair value less potential costs of sale of the assets. SAEIV: spread over several subsidiaries of the Group this activity of design, set-up and maintenance of in-vehicle The contributions of the companies are as follows: In thousands of euros Restated Revenue Contribution to net income Revenue Contribution to net income SAEIV 2,378 (2,382) SPIE Oil And Gas Services UK Limited (232) S.G.T.E. Ingénierie - (19) - 2 Foraid Algérie Eurl 4,343 (183) 4, TecnoSpie SA 17,337 (3,279) 16,754 (2,016) Advago SA & SPIE Hellas SA (Greece) 2,608 (906) 4,602 (484) TOTAL 24,288 (4,387) 28,069 (4,738) REGISTRATION DOCUMENT 2015 / SPIE SA

189 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 12. Earnings per share Distributable earnings In thousands of euros Continuing operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) Dec. 31, 2015 Dec. 31, 2014 Restated 49,668 (13,623) (-) Basic earnings attributable to preferential owners - - Earnings from continuing operations distributable to shareholders 49,668 (13,623) of the Company, used for the calculation of the earnings per share Earnings from discontinued operations distributable to shareholders of the Company, used for the calculation of the earnings per share Total operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) (4,387) (4,738) 45,281 (18,361) (-) Basic earnings attributable to preferential owners - - EARNINGS DISTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY, 45,281 (18,361) USED FOR THE CALCULATION OF THE EARNINGS PER SHARE Number of shares Dec. 31, 2015 Dec. 31, 2014 Restated Average number of shares used for the calculation of earnings per share 127,544,489 98,966,072 Effect of the diluting instruments - - Average number of diluted shares used for the calculation of earnings per share 127,544,489 98,966,072 In compliance with IAS 33- Earnings per share, the weighted average number of ordinary shares in the first half of 2015 (and for all presently shown periods) has been adjusted to take into account events that impacted the number of outstanding shares without having a corresponding impact on the entity s resources. Consequently, the split of the nominal value of ordinary shares of SPIE SA on June 9, 2015 in order to bring from one euro ( 1) to approximately 0.46 per ordinary share, has led to consequential multiplication of the initial number of ordinary shares representing the share capital of SPIE SA (from 33,596,102 ordinary shares to a total number of 72,449,303). For purposes of comparison, this new number of existing shares has been used for all shown periods for the calculation of the weighted average number of outstanding ordinary shares. Furthermore, for all periods shown, the 4,337,968 A Preferred shares (ADP A) and the 1,700,000 B Preferred shares (ADP B) which were cancelled on June 11, 2015, have been included in the total amount of 26,516,769 ordinary shares. This number of ordinary shares results from the exchange ratio applied in return for SPIE 20 and SPIE 350 shareholders ADP A and B preferred shares when they were merged into SPIE SA on June 11, No diluted instrument has been issued by the parent company during the first half of

190 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Earnings per share In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Restated Continuing operations Basic earnings per share 0.39 (0.14) Diluted earnings per share 0.39 (0.14) Discontinued operations Basic earnings per share (0.03) (0.05) Diluted earnings per share (0.03) (0.05) TOTAL OPERATIONS Basic earnings per share 0.36 (0.19) Diluted earnings per share 0.36 (0.19) Note 13. Dividends No dividends were paid in Based on 2015 year s results, the Board of Directors will propose to the General Shareholders Meeting to pay in 2016 a dividend of 0.50 per share REGISTRATION DOCUMENT 2015 / SPIE SA

191 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements NOTES TO THE STATEMENT OF FINANCIAL POSITION The following notes relate to the assets and liabilities of continuing operations as at December 31, Assets and liabilities of operations held for sale are presented in a separate line Activities held for sale in the statement of financial position. Note 14. Goodwill Changes in goodwill The following table shows the changes in carrying amount of goodwill by cash generating unit: In thousands of euros CGU SPIE Île-de-France Nord-Ouest Dec. 31, 2014 Acquisitions and adjustments of preliminary goodwill Disposals Change in scope of consolidation and other Translation adjustments Dec. 31, , ,688 CGU SPIE Est 91,943 91,943 CGU SPIE Sud-Est 195,360 1, ,725 CGU SPIE Sud-Ouest 230, ,647 CGU SPIE Ouest Centre 218, ,735 CGU SPIE Communications 158, ,201 CGU SPIE Holding GmbH 124, ,853 CGU SPIE ICS 38,716 3,002 5,173 46,891 CGU SPIE UK 187,947 8,137 2, ,191 CGU SPIE Nederland 142,135 5, ,274 CGU SPIE Belgium 77,762 77,762 UGT SPIE Nucléaire 127, ,801 CGU SPIE OGS 253, ,226 TOTAL GOODWILL 2,123,153 18, ,540 2,148,937 Acquisitions and goodwill adjustments which occurred between January and December 2015 mainly relate to: the ongoing process of purchase price allocation for SPIE Sud Est related to the acquisition of Vista Concept and Viscom System in July 2014 for a global amount of 1,105 thousand; the ongoing process of purchase price allocation for SPIE Holding GmbH related to the acquisition of Fleischhauer Ingenieur-Buro in June 2014 for a global amount of 574 thousand; the ongoing process of purchase price allocation for SPIE Holding GmbH related to the acquisition of Cromm Und Co in October 2015 for an amount of 287 thousand; the ongoing process of purchase price allocation for SPIE ICS related to the acquisition of Connectis and Softix in July 2014 for a global amount of 3,002 thousand; the ongoing process of purchase price allocation for SPIE UK related to the acquisition of Energy Services Ltd in July 2015 for a global amount of 10,380 thousand; the ongoing process of purchase price allocation for SPIE UK related to the acquisition of Scotshield for an amount of (2,242) thousand; the purchase price allocation for SPIE Nederland regarding the acquisition of the Group Numac in May 2015 for a global amount of 5,139 thousand; 189

192 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Currency translation adjustments mainly relate to: 260 thousand for all Swiss entities within the SPIE Sud Est CGU; 5,173 thousand for the Swiss company SPIE ICS; and to 2,107 thousand of currency translation impacts covering all entities of the SPIE UK CGU; For comparative purpose, the carrying amounts of the Group goodwill as of December 31, 2014 were the following: In thousands of euros CGU SPIE Île-de-France Nord-Ouest Dec. 31, 2013 Acquisitions and adjustments of preliminary goodwill Disposals Change in scope of consolidation and other Translation adjustments Dec. 31, , ,688 CGU SPIE Est 91,943 91,943 CGU SPIE Sud-Est 192,949 2, ,360 CGU SPIE Sud-Ouest 226,339 4, ,647 CGU SPIE Ouest Centre 218, ,735 CGU SPIE Communications 158, ,201 CGU SPIE GmbH 104,748 22,785 (2,541) 124,992 CGU SPIE ICS 38,716 38,716 CGU SPIE UK 177,775 6,374 2,541 1, ,947 CGU SPIE Nederland 142, ,135 CGU SPIE Belgium 79,511 (1,741) (8) 77,762 CGU SPIE Nucléaire 127, ,801 CGU SPIE OGS 253, ,226 TOTAL GOODWILL 2,049,051 72,811 (8) - 1,299 2,123, Impairment test for goodwill To carry out annual impairment tests, goodwill was allocated to the relevant Cash Generating Units (CGU); see Note 3.10 Impairment of goodwill. These tests are carried out in October of each year on the basis of the most recent budgets available. In 2015, they were developed based on the Business Plan s forecasts taking into account cash flows comprising a budget Y+1, forecasts for the years Y+2 to Y+4 and projections for Y+5 and Y+6 (these additional years are extrapolated from forecasts) in which is added a terminal value, calculated with a growth rate of 1.50%. As the SPIE UK CGU operates outside the Eurozone, the future cash flows are estimated in GBP and then discounted using the Group s discount rate. All other CGUs estimate their future cash flows in euros. The discount rates after tax for all CGUs amount to 7.60% (2014: 8.6%) for all CGUs. Sensitivity Test The value in use is mainly driven by the terminal value which is sensitive to changes in the assumptions regarding discount rates and the cash flows generated. Critical assumptions of the business plan and multiannual forecasts correspond to any reasonably possible changes. These tests including a sensitivity analysis have not highlighted any impairment losses and have therefore confirmed the value of goodwill REGISTRATION DOCUMENT 2015 / SPIE SA

193 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Sensibility to cash flows: business development assumptions Sensitivity to business development assumptions is already included in the budget framework when it is drawn up. Sensibility to profitability: EBIT ratio assumptions Impairment tests were conducted according to the same methodology, but considering a variation of -0.3% (more sensitive case) on the EBIT ratio from 2020 (extrapolation year of the business plan), and consequently to the EBIT rate of the terminal year. The result on the CGU value is of -12.4% compared to the reference value. Sensibility to the discount rate The WACC applied in the impairment tests takes into account a target financial structure and a market beta coefficient. A +/-0.5% variation in the WACC would have an average impact of respectively -16.3% and +22.5% on the value of the CGUs. The impairment sensitivity analyses did not identify a scenario in which the carrying amount would be likely to exceed the recoverable amount for any of the CGUs. Note 15. Intangible assets Intangible assets Gross values In thousands of euros Concessions, patents, licenses Brands Backlog and customer relationship Others Gross value At December 31, , , ,930 67, ,932 Business combination effect 21 7,144 26, ,767 Other acquisitions in the period ,578 6,098 Disposals in the period (370) - - (16) (386) Exchange difference ,002 Other movements ,592 Assets held for sale At December 31, , , ,434 74, ,006 Business combination effect - (1,589) 15, ,767 Other acquisitions in the period ,831 8,279 Disposals in the period (1) - - (11) (12) Exchange difference (15) 1,329 1, ,880 Other movements (821) (580) Assets held for sale (106) (106) AT DECEMBER 31, , , ,816 82,895 1,008,232 Total 191

194 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Period ended December 31, 2015 Brands mainly correspond to the value of the SPIE brand for 731 million, which has an indefinite useful life and is tested for impairment at least once a year or whenever there is an indication of impairment. The SPIE brand is allocated to each of the cash generating units and is valued on the basis of an implied average royalty rate, as a percentage of each CGU s contribution to Group revenues. The line Business combination effect, which concerns the brands, and backlog and customer relationships, corresponds to the impacts of the ongoing purchase price allocation processes which led to: a decrease of (1,608) thousand on Connectis brand, of Connectis backlog for (302) thousand and of (1,137) thousand on Connectis customer relationship; a revaluation of Fleischhauer brand for 19 thousand, of its customer relationship for (657) thousand and a revaluation of its backlog for (45) thousand; a revaluation of Scotshield customer relationship asset for 2,633 thousand and of its backlogs for 366 thousand. Moreover, the Business combination effect line also includes the goodwill temporary allocation of the newly acquired entities, i.e.: 1,860 allocated to customer relationship and 22 thousand allocated to backlog assets on Numac; 12,501 thousand allocated to customer relationship asset on Leven energy Services Ltd. The Other acquisitions in the period, representing 7,831 thousand, correspond to 2,474 thousand of intangible assets under development and to 5,298 thousand across several entities of the Group. The Other movements on concessions, patents and licenses amounting to (821) thousand are the consequence of the TecnoSpie SA reclassification as a discontinued activity (see Note 11) REGISTRATION DOCUMENT 2015 / SPIE SA

195 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Intangible assets Amortization and net values Concessions, patents, licenses Brands Backlog and customer relationship In thousands of euros (a) (b) Others Amortization At December 31, 2013 (5,318) (16,698) (43,606) (48,918) (114,541) Amortization for the period (592) (24,626) (25,431) (5,076) (55,725) Reversal of impairment losses Disposals in the period Exchange difference (3) (567) (78) (24) (672) Other movements (528) (290) Assets held for sale At December 31, 2014 (6,095) (41,890) (69,116) (53,774) (170,875) Amortization for the period (449) (17,662) (20,331) (7,972) (46,414) Reversal of impairment losses - 1, ,889 Disposals in the period Exchange difference 11 (1,519) (278) (76) (1,861) Other movements (2) 903 Assets held for sale AT DECEMBER 31, 2015 (5,627) (59,273) (89,634) (61,707) (216,241) Net value At December 31, ,566 77,324 18, ,391 At December 31, , ,120 78,319 20, ,131 At December 31, , ,477 74,182 21, ,992 Total Period ended December 31, 2015 Amortization of intangible assets during the period includes: (a) The amortization of the brands Juret for 573 thousand (amortization over 10 years), Veepee for 333 thousand (amortization over six years), Fleischhauer for 434 thousand (amortization over four years), and SPIE Matthew Hall for 16,322 thousand as a 36 month amortization plan for the Matthew Hall brand in the United Kingdom implemented on September 1, The reversal of 1,799 thousand relates to the purchase price allocation process on Connectis which led to a decrease of the brand value recognized in the Group s accounts as at December 31, 2014, and consequently to a reversal of the amortization already booked, as the Connectis brand had been fully amortized in (b) The amortization of the CRA (customer relationship asset) mainly corresponds to Connectis for 2,245 thousand, to SPIE GmbH for 6,733 thousand, to Infrastructure Services & Projects for 2,658 thousand, to the activity of ENS Limited for 526 thousand, to GVDD for 963 thousand, to Fleischhauer for 879 thousand, to Scotshield for 947 thousand, to Leven Energy Services for 1,150 thousand, to Numac for 571 thousand, and to Devis together with Garside, SPIE Info Services and Klotz for the remaining amount of 474 thousand. The amortization of backlogs for the current period mainly corresponds to the backlogs of SPIE GmbH for an amount of 2,597 thousand, of Scotshield for an amount of 362 thousand and Connectis together with Fleischhauer and Numac for an amount of 226 thousand. Finally, the remaining (90) thousand related to adjustments rising from the Connectis purchase price allocation process. 193

196 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 16. Property, plant and equipment Property, plant and equipment Gross values In thousands of euros Land Buildings Plant and machinery Others Gross value At December 31, ,900 42, , , ,598 Business combination effect 86 3,476 1,440 2,674 7,677 Other acquisitions of the period 2,358 7,761 13,702 23,821 Disposals of the period (440) (1,981) (5,658) (8,079) Exchange differences ,715 Other movements (429) 112 (36) (1,545) (1,898) Assets held for sale (198) (196) (0) (394) At December 31, ,589 48, , , ,440 Business combination effect 229 5,432 5,661 Other acquisitions of the period 30 4,227 9,281 15,208 28,746 Disposals of the period (17) (3,066) (4,310) (7,239) (14,633) Exchange differences ,481 Other movements (2,401) (3,178) (2,317) (7,897) Assets held for sale (3) (30) (411) (444) AT DECEMBER 31, ,929 47, , , ,355 Total Other property, plant and equipment mainly correspond to office and computer equipment and transport equipment REGISTRATION DOCUMENT 2015 / SPIE SA

197 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Property, plant and equipment Depreciation & net values In thousands of euros Land Buildings Plant and machinery Others Depreciation At December 31, 2013 (23,254) (78,456) (96,220) (197,929) Depreciation of the period (2,708) (10,171) (13,434) (26,314) Reversal of impairment losses Disposals of the period (7) 253 1,722 4,443 6,410 Exchange differences (216) (320) (472) (1,007) Other movements (402) 501 Assets held for sale At December 31, (25,493) (86,552) (106,085) (218,129) Depreciation of the period (3,504) (10,984) (14,327) (28,815) Reversal of impairment losses Disposals of the period 2,589 3,675 5,127 11,391 Exchange differences 83 (86) (528) (532) Other movements 1,917 3, ,972 Assets held for sale AT DECEMBER 31, (24,224) (90,730) (114,307) (229,261) Net value At December 31, ,900 19,241 41,231 38, ,669 At December 31, ,589 22,709 40,785 38, ,311 At December 31, ,929 23,166 38,702 41, ,094 Total Finance leases Fixed assets include assets financed by the Group through finance leases. These properties have net values of: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Land 1,636 1,612 Buildings 4,084 4,474 Plants and machinery 5,685 7,223 Others 4,284 1,610 NET AMOUNT OF ASSETS FINANCED THROUGH FINANCE LEASE 15,689 14,

198 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 17. Equity Share capital On January 1, 2015, the share capital of SPIE SA amounting to 39,634, was made up of 39,634,070 shares (including 33,596,102 ordinary shares, 4,337,968 A preferred shares and 1,700,000 B preferred shares) with a nominal value of 1.00 each. As of December 31, 2015, the share capital of SPIE SA amounts to 72,415, and is made up of 154,076,156 fully subscribed ordinary shares with a nominal value of 0.47 each. During the year 2015, transactions in the share capital of SPIE SA were as follows: Transactions on share capital prior to and related to the IPO on June 10, 2015 An Extraordinary and Ordinary Shareholders Meeting of SPIE SA, along with the two Special Meetings of the shareholders holding preferred shares (respectively of the category A and B), all held on June 9, 2015, have adopted the following resolutions which modify the characteristics and amounts of the share capital and consolidated equity of the Group: the split of the nominal value of the ordinary shares of SPIE SA, in order to bring it down from one euro ( 1) to approximately 0.46 each, and the resulting multiplication of the number of ordinary shares of SPIE SA, thus bringing the total number of ordinary shares from 33,596,102 to 72,449,303. This transaction was completed as of June 9, 2015; a first capital increase in cash reserved to Clayax Acquisition Luxembourg 2 S.à.r.l. by capitalizing in full the loan owed by SPIE SA. This intragroup loan was initially granted to SPIE SA by Clayax Acquisition Luxembourg 5 SCA which then transferred the loan in full to Clayax Acquisition Luxembourg 2 S.à.r.l prior to the capitalization. This capital increase, which was completed and recognized by the Board of Directors on June 11, 2015, amounted to million (including share premiums) and led to the issuance of 10,511,677 new ordinary shares to Clayax Acquisition Luxembourg 2 S.à r.l., at a subscription price equal to the IPO price, i.e., per share; the merger of the four Management companies into SPIE SA (SPIE 20 RA, SPIE 20 PP, SPIE 350 RA and SPIE 350 PP). These merged companies had held since 2011 the shareholding of the managers and executives of the Group and represented 14.2% of SPIE SA s share capital. The application of the exchange ratio between the shares of each of these Management Companies and those of the company SPIE SA, with regard of the IPO price decided on June 9, 2015, has led to: - the issuance of 28,133,538 new ordinary shares, - the cancellation of 3,385,943 ordinary shares received by SPIE SA in connection with the merger of the four Management companies, - the cancellation of 2,357,958 ADP A (A Preferred Shares) received by SPIE SA in connection with the merger of the four Management companies, - the cancellation of all of the 1,700,000 existing ADP B (B Preferred Shares) received by SPIE SA in connection with the merger of the four Management companies. These transactions, which were completed and recognized by the Board of Directors on June 11, 2015, led to the decrease of net equity for an amount of 3.4 million; a second capital increase in cash reserved to Clayax Acquisition Luxembourg 2 S.à.r.l. through the capitalization in full of the receivable held against SPIE SA, following the mergers between SPIE SA and the Management Companies. This capital increase, which was completed and recognized by the Board of Directors on June 11, 2015, amounted to 2.7 million (share premium included) and led to the issuance of 160,710 new ordinary shares to Clayax Acquisition Luxembourg 2 S.à.r.l. at a subscription price equal to the IPO price, i.e per share; the exchange before cancellation of the remaining 1,980,010 ADP A (A Preferred Shares) (i.e., the DP A which had not been cancelled in connection with the completion of the mergers of the Management Companies) against new ordinary shares of SPIE SA in accordance with a share exchange ratio based on the IPO price decided on June 9, This transaction, which was completed and recognized by the Board of Directors on June 11, 2015, did not impact the Group s equity but resulted in the following share movements: - the issuance of 1,563,971 new ordinary shares, - the cancellation of the 1,980,010 ADP A (A Preferred Shares) REGISTRATION DOCUMENT 2015 / SPIE SA

199 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements At this stage, there were no longer preferred shares. The share capital of SPIE SA is entirely composed of ordinary shares of a nominal value of approximately Initial Public Offering (IPO) on June 10, 2015 As part of its initial public offering on Euronext Paris stock market, SPIE SA has raised 700 million (share premium included) through the issuance of 42,424,242 new ordinary shares in connection with a share capital increase which was completed and recognized by the Board of Directors on June 11, The cost of the capital increase, for a gross amount of 23.1 million, has been booked against the share premiums for an amount of 15.2 million net of tax. The merger of Clayax Acquisition 4 SAS into SPIE SA, resulting in SPIE SA holding 1,857,498 of its own ordinary shares which Clayax Acquisition 4 SAS had previously received following the mergers of the Management Companies. On June 11, 2015, the corresponding treasury shares were then cancelled resulting in a decrease of net equity of 30.6 million. Following these transactions, as of June 11, 2015, the share capital of SPIE SA amounted to 69,557, divided into 150,000,000 ordinary shares, all of the same category Share capital increase by increase of the share par value on October 29, 2015 On October 29, 2015, the Board of Directors, upon delegation of the Mixed Shareholders General Meeting held on May 7, 2015, decided to proceed with a capital increase for an amount of 942,183.83, by raising the share par value from approximately up to 0.47 each. This capital increase is made by deduction from the share premium. Consequently, the share capital of SPIE SA increased from 69,557, to 70,500,000 and is made up of 150,000,000 fully subscribed ordinary shares Employees shareholders plan Share for You 2015 Increase on share capital on December 10, 2015 On July 28, 2015, the Board of Directors, upon delegation of the Mixed Shareholders General Meeting held on May 7, 2015, decided on the principle to proceed with a share capital increase reserved for eligible current and former employees and corporate officers of the Company and its French and foreign, direct and indirect, subsidiaries, who are members of a plan d épargne d entreprise of the SPIE Group (French company savings plan), within the limit of a maximum amount of million issuance share premium included (before discount and including employer matching contribution). The Board of Directors delegated authority to the CEO for the completion of this transaction. Acting under this delegation, the CEO set forth the definitive terms of the offer in a decision dated September 29, 2015 and set in particular (i) the dates of the subscription period opened from October 1 to October 12, 2015 (included) and (ii) the subscription price of one SPIE share at after a Group employees discount rate of 20% applied to the reference price set at In a decision dated December 10, 2015, the CEO recognized definitive completion of the capital increase through the issuance of a total amount of 4,076,156 new ordinary shares at unit price of 13.05, hence an increase of the SPIE SA total nominal share capital of 1,915,793.32, and the booking of an issuance premium in local books of 51,278, on which it has been decided to deduct the necessary amounts to be allocated to the statutory reserve corresponding to the newly created shares, i.e. a total amount of 7,233,283.57, and to charge the expense of the share capital increase. In the Group consolidated equity the impact of the Group employees discount rate of 20% deducted from the share premium stands at 8.47 million net of taxes. Besides, a loss of 2.0 million has been booked in the statement of income relating to the 20% discount, as well as a loss of 2.8 million for the relating tax. Launched in 13 countries, the offering achieved a subscription rate of nearly 43% at Group level. Along with the existing shareholding plans, this means nearly 20,000 employees (representing 53% of the workforce) are now SPIE SA shareholders, holding 4.7% of the Company s share capital. The subscription reached an amount of 53.2 million. 197

200 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements After completion of all these transactions, as of December 10, 2015, the share capital of SPIE SA amounted to 72,415, and is made up of 154,076,156 fully subscribed ordinary shares with a nominal value of 0.47 each. On December 31, 2015, after final completion of the share capital increase reserved to employees, the split of the share capital of SPIE SA is the following: Shareholders Number of shares and voting rights Shareholding % of voting rights Total Consortium (1) 63,774, % 41.39% Managers (2) 16,139, % 10.47% Caisse de Dépôt et Placement du Québec 6,100, % 3.96% Employee shareholders (3) 7,260, % 4.71% Public 60,801, % 39.47% Treasury shares % - TOTAL 154,076, % % (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.4% by funds controlled, managed or advised by Clayton, Dubilier & Rice at, 17.1% by funds controlled, managed or advised by Ardian and at 19.5% by the Caisse de Dépôt et Placement du Québec. (2) Managers and executives, current or former, of the Group before taking into account possible disposals of shares by some managers after the lock-up expiration as of December 9, (3) Stake held by employees directly or through the FCPE SPIE Actionnariat 2011/2015. Note 18. Provisions Provisions for employee benefit obligations Employee benefits relate to retirement benefits, pension obligations and other long-term benefits mainly relate to length-of-service awards. In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Restated Retirement benefits 256, ,279 Other long-term employee benefits 15,812 15,099 EMPLOYEE BENEFITS 272, ,378 In thousands of euros Restated Expense recognized through income in the period Retirement benefits 14,963 12,534 Other long-term employee benefits 1,112 1,859 TOTAL 16,076 14,393 The obligations of the French entities account for approximately 50% of the total commitment. The remaining 50% mainly comprises commitments in the German (30%), Swiss (19%), Dutch, and Belgian subsidiaries and relates to the local obligations for employee retirement benefits REGISTRATION DOCUMENT 2015 / SPIE SA

201 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Actuarial assumptions The actuarial assumptions used to estimate the retirement benefits of the French entities are as follows: Hypothèses France Dec. 31, 2015 Dec. 31, 2014 Discount rate 2.00% 2.00% Type of retirement Voluntary departure Voluntary departure Age of retirement Upon acquiring the necessary entitlements to retire on full benefits (in accordance with the 2013 law reform) + later retirement scheme Upon acquiring the necessary entitlements to retire on full benefits (in accordance with the 2013 law reform) + later retirement scheme Future salary increase 3.25% for executive staff 3.25% for executive staff 2.75% for non-executive staff 2.75% for non-executive staff Generated average rate of turnover Tables identical to 2012 Tables identical to 2012 Executive staff: 3.9% Executive staff: 4.4% Non-executive staff: 3.3% Non-executive staff: 3.8% Rate of employer s social charges 50% 50% Mortality table TM / TW TM / TW Age at start of career (in years) Executive staff: 23 years old Executive staff: 23 years old Non-executive staff: 20 years old Non-executive staff: 20 years old The actuarial assumptions used to estimate the retirement benefits of the German entities are as follows: Hypothèses Allemagne Dec. 31, 2015 Dec. 31, 2014 Discount rate 2.60% 2.60% Type of retirement Voluntary departure Voluntary departure Age of retirement 62 years old (63 under exception) 62 years old (63 under exception) Future salary increase 3.25% for all staff 3.25% for all staff Generated average rate of turnover Average rate: 5% Average rate: 5% For all categories of staff For all categories of staff Mortality table RT Heubeck 2005G RT Heubeck 2005G The actuarial assumptions used to estimate the retirement benefits of the Swiss entities are as follows: Hypothèses Suisse Dec. 31, 2015 Dec. 31, 2014 Discount rate 0.70% 1.40% Type of retirement Voluntary departure Voluntary departure Age of retirement Males: 65 years old Females: 64 years old Males: 65 years old Females: 64 years old Future salary increase 1.50% for all staff 1.75% for all staff Generated average rate of turnover Official charts BVG 2010 Official charts BVG 2010 Choice of lump-sum payments at departure date Males: 25% Females: 25% Males: 25% Females: 25% Mortality table BVG 2010 GEN BVG 2010 GEN Age at start of career (in years) 25 years olds for all staff 25 years olds for all staff 199

202 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Post-employment benefits Changes in the provision are as follows: In thousands of euros 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated Benefit liability as of January 1 244, ,827 76,678 37, ,646 Impacts of IAS 19 Amended Effect of changes in the scope of consolidation 1,013 (37) 1,050 29,618 Operations discontinued or held for sale (169) Expense for the period 14,963 7,506 5,862 1, ,534 Actuarial gain or loss to be recognized in OCI 2,447 1,077 (6,628) 8,098 (100) 52,353 Benefits paid (10,143) (6,379) (466) (3,211) (87) (6,061) Contributions paid to the fund (256) (205) (20) (31) Currency translation differences 4,239 4,241 (2) 353 Other changes 1,004 BENEFIT OBLIGATION AS OF DECEMBER , ,789 75,426 48, ,278 The expense in the financial year is analyzed as follows: In thousands of euros 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated Service Cost during the year Current service cost 13,873 8,646 4,043 1, ,378 Past service costs (plan, changes and reductions) (263) (105) (158) 460 Plan curtailments/settlements (3,493) (3,491) (2) (3,412) Net interest Expense Interest expense 7,666 2,694 3,120 1, ,738 Expected return on assets (2,820) (238) (1,301) (1,180) (101) (2,630) EXPENSE IN THE PERIOD 14,963 7,506 5,862 1, ,534 of which: Personal costs 10,380 5,155 4,043 1, ,966 Financial costs 4,846 2,456 1, ,108 The reconciliation with the financial statements is provided below: In thousands of euros 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated Projected Benefit Obligation liability 403, , , ,728 7, ,497 Plan assets 146,766 10,595 55,634 74,010 6, ,220 BENEFIT OBLIGATION 256, ,789 75,426 48, , REGISTRATION DOCUMENT 2015 / SPIE SA

203 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Sensitivity to changes in discount rates The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the French entities: Rate 1.50% 1.75% 2.00% 2.25% 2.50% Present benefit obligation at December 31, , , , , ,503 Difference 8,569 4,179 (3,983) (7,778) Difference % 7.01% 3.42% -3.26% -6.36% Numbers given in thousands of euros. The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the German entities: Rate 2.10% 2.35% 2.60% 2.85% 3.10% Present benefit obligation at December 31, , , , , ,949 Difference 15,223 7,318 (6,785) (13,081) Difference % 11.62% 5.58% -5.18% -9.98% Numbers given in thousands of euros. The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the Swiss entities: Rate 0.20% 0.45% 0.70% 0.95% 1.20% Present benefit obligation at December 31, , , , , ,501 Difference 11,200 3,937 (3,752) (9,700) Difference % 9.72% 3.42% -3.26% -8.42% Numbers given in thousands of Swiss francs. Other long-term employee benefits (length-of-service awards) Changes in the provision are as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Restated Benefit liability as of January 1 15,099 14,420 Business combination 306 Disposals of companies and other assets Expense of the period 1,112 1,859 Benefits paid to beneficiaries (705) (1,180) Contributions paid to funds BENEFIT OBLIGATION AS OF DECEMBER 31 15,812 15,099 There are no plan assets for other long-term employee benefits. 201

204 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements The expense in the financial year is analyzed as follows: In thousands of euros Restated Current service cost Amortization of actuarial gains and losses (115) 851 Interest expense Plan curtailments/settlements (301) (258) Amortization of past service costs 948 EXPENSE FOR THE PERIOD 1,112 1,859 Of which: Personal costs 1,035 1,572 Financial costs Other provisions Provisions include: provisions for contingent liabilities against specific risks in business combinations; provisions for tax risks, arising where tax audits have led to proposals from the tax authorities for adjustments in respect of prior years; provisions for restructuring; provisions for lawsuits with employees and labor cases; provisions for litigation still pending on the previous year s contracts and activities. The short-term portion of provisions is presented under Current provisions and beyond this time horizon; provisions are presented as Non-current provisions. In thousands of euros Dec. 31, 2014 Additions during the period Reversals during the period Translation adjustments Assets held for sale/ discontinued Change in scope/ others Dec. 31, 2015 Contingent liabilities 6,856 (1,183) 5,673 Tax provisions 14,387 5,628 (2,576) 4 (1,305) 16,137 Restructuring (a) 20,409 3,000 (13,299) (8) ,278 Litigations 52,398 12,872 (23,044) ,428 Losses at completion (b) 46,823 30,886 (35,224) ,928 Social provisions and disputes 20,971 7,170 (10,900) 77 (47) 17,270 Warranties and claims on completed contracts 33,577 16,685 (15,873) 99 (163) 1,802 36,127 OTHER PROVISIONS 195,422 76,240 (102,099) 916 (163) 1, ,842 Current 117,604 41,786 (63,238) 293 (163) 2,506 98,788 Non-current 77,818 34,454 (38,861) 623 (980) 73,054 (a) Restructuring provisions mainly relate to the restructuring costs linked to the integration of SPIE GmbH. (b) In June 2014, the ongoing purchase price allocation process relating to the acquisition of SPIE GmbH led the Group to recognize new provisions for loss on completion for a total amount of 33,057 thousand in connection with loss making contracts recognized at the date of the takeover. These provisions were used and hence reversed in the statement of financial position for an amount of 26,492 thousand since their recognition date, of which, 15,270 thousand have been used on Provisions comprise a large number of items each with low values. Related reversals are considered as used. However, the incurred and assigned amounts in provisions that stand out due to their significant value are closely monitored REGISTRATION DOCUMENT 2015 / SPIE SA

205 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements On 2015, reversals of unused provisions amounted to 8,754 thousand. The breakdown into current and non-current by category of provisions for the current period is as follows: In thousands of euros Dec. 31, 2015 Non-current Current Contingent liabilities 5,673 5,673 - Tax provisions 16,137 4,442 11,695 Restructuring 10,278-10,278 Litigations 42,428 10,563 31,866 Losses at completion 43,928 36,418 7,510 Social provisions and disputes 17,270 7,455 9,815 Warranties and claims on completed contracts 36,127 8,503 27,624 OTHER PROVISIONS 171,842 73,054 98,788 For purposes of comparison, provisions accounted for as at December 31, 2014 were as follows: In thousands of euros Dec. 31, 2013 Additions during the period Reversals during the period Translation adjustments Assets held for sale/ discontinued Change in scope/ others Dec. 31, 2014 Contingent liabilities 6,856 6,856 Tax provisions 13,384 3,536 (2,710) ,387 Restructuring 20,410 (196) (1) ,409 Litigations 59,248 13,765 (26,207) 118 4, ,398 Losses at completion 16,916 14,689 (28,352) ,339 46,823 Social provisions and disputes 17,201 10,050 (6,876) ,971 Warranties and claims on completed contracts 37,470 15,570 (12,737) 493 (7,219) 33,577 OTHER PROVISIONS 151,075 78,020 (77,078) 861 5,063 37, ,422 Current 90,529 59,835 (47,189) 562 5,063 8, ,604 Non-current 60,546 18,185 (29,889) ,678 77,818 The breakdown into current and non-current by category of provisions for 2014 is as follows: In thousands of euros Dec. 31, 2014 Non-current Current Contingent liabilities 6,856 6,856 - Tax provisions 14,387 3,459 10,928 Restructuring 20,409-20,409 Litigations 52,398 13,391 39,007 Losses at completion 48,928 38,110 8,713 Social provisions and disputes 20,971 8,300 12,672 Warranties and claims on completed contracts 31,472 7,703 25,874 OTHER PROVISIONS 195,422 77, ,

206 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 19. Working capital requirement In thousands of euros Notes Dec. 31, 2015 Dec. 31, 2014 Inventories and receivables Inventories and work in progress (net) 24,935 29,824 Trade receivables (a) 1,463,885 1,555,277 Current tax receivables 24,904 13,965 Other current assets (b) 227, ,662 Other non-current assets (c) 8,552 8,789 Liabilities Trade payables (d) (901,535) (925,041) Income tax payable (28,340) (32,067) Other long-term employee benefits (e) (15,812) (15,099) Other current liabilities (f) (1,184,416) (1,273,049) Other non-current liabilities (8,109) (4,195) WORKING CAPITAL REQUIREMENT (388,824) (337,934) (a) Receivables include accrued income. (b) The other current assets mainly include tax receivables and accrued expenses recognized on contracts accounted according to the percentage of completion method. (c) Other non-current assets mainly correspond to exercisable vendor warranties. They represent the amount identified in business combinations that can be contractually claimed from vendors. (d) Trade and other payables include accrued invoices. (e) Other long-term employee benefits correspond to length-of-service awards. (f) Other current liabilities are mainly composed of tax and social security liabilities and deferred revenue from contracts recorded using the percentage of completion method French tax credit for competitiveness and employment (CICE) The French Government s new tax credit for competitiveness and employment (crédit d impôt pour la compétitivité et l emploi CICE) entered into force on January 1, 2013 for all French companies submitted to tax payment. The CICE tax credit amounts to 6% of gross payroll for compensation equal to or below 2.5 times the minimum legal wage of 1,458 per month since January 1, The CICE receivable from the State recognized as a current asset is based on payments and on liabilities recognized related to eligible remunerations in The CICE is directly charged to the Corporate Tax of the year and of the three following years. At the end of the period, the unused balance will be paid back by the State. The tax loss carry forwards generated by the French holdings do not allow considering the recovery of the CICE claim prior to three years of imputation. Thus, on December 8, 2015 the Board of Directors of SPIE SA authorized the discounted non-recourse sale of the CICE receivable to Natixis, according to the applicable French Dailly Law (loi Dailly). On December 23, 2015, the Group has made a partial divesture of its CICE receivable of 27,105 thousand for the 2015 CICE and of 518 thousand remaining from the 2014 CICE not divested in REGISTRATION DOCUMENT 2015 / SPIE SA

207 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Trade and other receivables Current trade and other receivables break down as follows: Notes Dec. 31, 2015 Dec. 31, 2014 In thousands of euros Gross Impairment Net Trade receivables (a) 1,056,529 (37,446) 1,019,083 1,119,654 Notes receivables 5,699 5,699 4,884 Accrued income (b) 439, , ,739 TRADE AND OTHER RECEIVABLES 1,501,331 (37,446) 1,463,885 1,555,277 (a) As at December 31, the ageing analysis of net trade receivables is as follows: Dec. 31 Not past due Past due per maturity In thousands of euros < 6 months 6 to 12 months > 12 months ,019, , ,951 41,370 14, ,119, , ,646 37,470 14,924 (b) Accrued income stems mainly from contracts being recorded using the percentage of completion method. Trade receivables past due but not impaired mainly correspond to public sector receivables Accounts payable Current trade and other payables break down as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Accounts payables 573, ,041 Notes payables 30,718 56,384 Accrued invoices 297, ,616 ACCOUNTS PAYABLE 901, ,

208 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 20. Financial assets and liabilities Non-consolidated shares As at December 31, 2015 non-consolidated shares stand as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Equity securities 4,374 5,808 Depreciation of securities (1,073) (4,794) NET VALUE OF SECURITIES 3,300 1,013 As at December 31, 2015, securities include the shares of Thermat and Villanova companies, for an amount of 2,380 thousand. These entities were acquired in December 2015 and will be consolidated in 2016 (see Note 6.1). Furthermore, the amounts of December 2015 include the fully provisioned securities held by SPIE Batignolles T.P. in Chile for an amount of 2,918 thousand. The Chilean entity was liquidated. The line equity securities also includes the shares of SBEI Brazil which has been disposed. During 2015, there were no significant change on the Group s other equity securities Net cash and cash equivalents As at December 31, 2015 net cash and cash equivalents break down as follows: In thousands of euros Notes Dec. 31, 2015 Dec. 31, 2014 Marketable securities Cash equivalents 245, ,229 Fixed investments (current) - - Cash management financial assets 245, ,229 Cash and cash equivalents 358, ,903 Total cash and cash equivalents 603, ,132 (-) Bank overdrafts and accrued interests (53,197) (19,558) Net cash and short term deposits of the Balance Sheet 550, ,573 Cash and cash equivalents from discontinued operations (a) 1,418 2,736 Accrued interests not yet disbursed (212) 289 CASH AND CASH EQUIVALENTS FROM THE CFS AT THE END OF THE PERIOD 551, ,598 (a) Cash and cash equivalents exclude the cash and cash equivalents relating to assets classified as held for sale which are mainly composed of cash and cash equivalents from Foraid Algérie for an amount of 1,088 thousand, from TecnoSpie SA for an amount of 302 thousand, from Advago (Greece) for an amount of 26 thousand and from SGTE Ingénierie for an amount of 2 thousand, hence a total amount of 1,418 thousand REGISTRATION DOCUMENT 2015 / SPIE SA

209 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Breakdown of net debt Interest-bearing loans and borrowings break down as follows: In thousands of euros Notes Dec. 31, 2015 March 31, 2015 Dec. 31, 2014 Loans and borrowings from banking institutions SPIE BondCo 3 mirror loan (a) ,000 Makewhole (a) ,968 Facility B (b) - 558, ,024 Facility C1 (formerly Facility A) (b) - 163, ,458 Facility C2 (b) - 228, ,293 Facility E (b) - 625,000 - Second Lien bonds (b) - 185,600 - Capex (c) - 100, ,000 Revolving (maturity August 31, 2017) (d) - 70,000 - Facility A (e) 1,125, Revolving (maturity May 11, 2020) (e) 50, Others Capitalization of loans and borrowing costs (f) (14,525) (51,149) (31,775) Securitization (g) 286, , ,000 Total bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) 53,083 18,877 19,269 Interests on bank overdrafts (cash liabilities) Other loans, borrowings and financial liabilities Finance leases 12,136 12,568 12,738 Accrued interest on loans - 168, ,619 Other parent company loans (h) 3 2,948 59,693 Other loans, borrowings and financial liabilities 4,113 5,203 8,337 Derivatives ,761 14,675 INTEREST-BEARING LOANS AND BORROWINGS 1,517,537 2,329,664 2,405,408 Of which: Current 395, ,660 1,182,236 Non-current 1,121,803 2,013,004 1,223,172 The Group loans are detailed hereafter: (a) SPIE BondCo3 issued a bond on April 4, 2012, for a nominal amount of 375 million maturing on August 15, This bond bore interest at the rate of 11% payable on a six-monthly basis on February 15, and August 15, of each year. The first installment was settled on August 15, The issuer could redeem all or part of the loan prior to August 15, 2015 upon payment of a premium. In addition, on or before August 15, 2015, the issuer could redeem all or part of the bond upon payment of a Makewhole premium. On December 12, 2014, the High Yield Bond issuer SPIE BondCo3 SCA published a Notice of election to redeem which formalized its intention to early redeem, on January 13, 2015, the entire bond loan issued on April 4, 2012 for a principal amount of 375 million. The Notice of election to redeem must contractually be published one month prior to the effective date of repayment. Consequently, publishing the notice on December 12, 2014 set the date of January 13, 2015 as the earliest date for the redemption of the High Yield Bond. 207

210 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements (b) On March 31, 2015, the Facilities B, C1 and C2, Facility E and Second Lien bonds totaled 1,760.4 million. These loans have been totally reimbursed at the settlement date of the shares following the shares listing on the Euronext Paris regulated market on June 11, The characteristics of these loans reimbursed on June 11, 2105 were as follows: In thousands of euros Repayment Fixed/floating rate Dec. 31, 2015 March 31, 2015 SGN Facility B At maturity Floating - 1 month Euribor +3.75% SGN Facility C1 (form. Facility A) At maturity Floating - 1 month Euribor +3.75% SGN Facility C2 At maturity Floating - 1 month Euribor +3.75% Facility E At maturity Floating - 1 month Euribor +4.00% 2nd Lien bonds At maturity Floating - 1 month Euribor (Floor 1%) +7.75% BORROWINGS FROM BANKING INSTITUTIONS Dec. 31, , , , , , , , , ,760, ,775 (c) The benchmark margin rate (applicable to 1-month Euribor) was defined in the bank covenants of the Luxembourg company SPIE BondCo3 (indirect holding company of SPIE SA) and was subject to change based on the quarterly leverage ratio (Net Debt/LTM EBITDA) as set out in the Senior Facilities Agreement. The Capex credit line taken out by SPIE Operations with credit institutions amounting to 100 million with an interest rate based on a 1-month Euribor plus a spread of 3.25% has been repaid at the settlement date of the shares as part of the shares listing on the Euronext Paris regulated market, right before the said settlement, along with the second Capex credit line ACF 2, draw down on May 31, 2015, for an amount of 7.5 million of euros with an interest rate based on a 1-month Euribor plus a spread of 3.75%. (d) The existing Revolving credit line available prior to the IPO of SPIE SA with a closing balance of 70 million of euros on March 31, 2015 has been terminated and totally reimbursed on June 11, (e) Following the IPO, SPIE SA and Financière SPIE established a new Senior Term Loan ( Facility A ) with a five year maturity, for a nominal amount of 1,125 million on June 11, This new senior credit line has the following characteristics: In thousands of euros Repayment Fixed / floating rate Dec. 31, 2015 Facility A At maturity Floating - month Euribor % 1,125,000 LOANS AND BORROWINGS FROM BANKING INSTITUTIONS 1,125, REGISTRATION DOCUMENT 2015 / SPIE SA

211 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements (f) A new Revolving Credit Facility (RCF) line, with a five-year maturity, aiming to finance the current activities of the Group along with external growth, has been established on June 11, 2015 for an amount of 400 million of which 170 million have been immediately drawn. Interests are payable on these two loans under the new Senior Credit Facilities Agreement, established on May 15, 2015, at a floating rate indexed to Euribor for advances in euros, a floating rate indexed to Libor for advances denominated in a currency other than the euro, and at a floating rate indexed to any appropriate reference rate for advances denominated in Norwegian or Danish Krone, Swedish Krona or Swiss Francs, plus the applicable margin. Applicable margins are as follows: - for the Senior Term Loan Facility ( Facility A ): between 2.625% and 1.625% per year, according to the level of the Group s leverage ratio (Net Debt/EBITDA) during the last closed semester; - for the Revolving Facility: between 2.525% and 1.525% per year, according to the level of the Group s leverage ratio (Net Debt/EBITDA) during the last closed semester. Financial liabilities are presented for their contractual amount. Transaction costs that are directly attributable to the issuance of financial debt instruments have been deducted, for their total amount, from the nominal amount of the respective debt instruments. The remaining amount relating to amortized loans (See point (b)) and totaling 51.1 million as at May 31, 2015 has been fully allocated to the profit and loss on June 11, The balance as at December 31, 2015 is 14.5 million and relates to the two new credit lines (See point (e)), of which 10,741 thousand relating to the Facility A line, and 3,784 thousand for the Revolving Credit Facility Line. (g) The securitization program established in 2007 for an amount of 300 million of euros, with a maturity at August 30, 2017, has been renewed on June 11, 2015 under the conditions below: - the duration of the Securitization program is a period of five years from June 11, 2015 (except in the event of early termination or termination by agreement); - maximum funding of 300 million, with a possibility to extend the funding to 450 million; The Securitization program represented funding of million as at December 31, (h) In August 2011, SPIE SA subscribed a loan with a nominal value of million from its direct parent company Clayax Acquisition Luxembourg 5 (its majority shareholder before the IPO), bearing an annual interest rate of 8.00%. Interests were capitalized annually and redeemable at maturity, i.e. on August 29, On January 13, 2015 the partial repayment of million ( million and million of principal and interest, respectively) of the loan granted by Clayax Acquisition Luxembourg 5 was completed. On June 11, 2015, following the Group s IPO, the remaining nominal amount of 168 million and 5.4 million in interest was capitalized through a capital increase of million, including share premium. (See Note 17) 209

212 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Scheduled payments for financial liabilities The scheduled payments for financial liabilities based on the capital redemption table are as follows: In thousands of euros Less than 1 year From 2 to 5 years Over 5 years Dec. 31, 2015 Loans and borrowings from banking institutions Facility A 1,125,000 1,125,000 Revolving 50,000 50,000 Others Capitalization of loans and borrowing costs (3,171) (11,354) (14,525) Securitization 286, ,917 Total Bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) 53,083 53,083 Interests on bank overdrafts (cash liabilities) Other loans, borrowings and financial liabilities Finance leases 4,866 7,271 12,136 Accrued interest on loans 3 3 Other loans, borrowings and financial liabilities 3, ,113 Derivatives INTEREST-BEARING LOANS AND BORROWINGS 395,734 1,121, ,517,537 Of which: Fixed rate 24,651 8, ,757 Variable rate 371,083 1,113, ,484,780 Future debt interest is broken down as follows: In thousands of euros Dec. 31, 2015 Less than 1 year From 2 to 5 years Over 5 years Dec. 31, 2014 Expected interest on bank borrowings 120,641 29,633 91, ,929 Expected interest on finance lease borrowings ,204 TOTAL 121,548 30,097 91, ,133 The discounted value of future finance lease rental payments is as follows for each maturity date: In thousands of euros Dec. 31, 2015 Dec. 31, , ,867 3, ,459 2, ,250 1, ,767 1, Subsequent years 0 TOTAL 16,378 14, REGISTRATION DOCUMENT 2015 / SPIE SA

213 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements The reconciliation between the minimum payments to be made in accordance with finance lease contracts and the value of the corresponding financial debt is presented as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Minimum payments due on finance leases 16,378 14,494 Finance lease liabilities 12,136 12,738 DIFFERENCE: FUTURE FINANCE LEASE EXPENSES 4,242 1, Other financial assets In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Non-consolidated shares and associated receivables (a) 3,334 1,045 Long-term borrowings 28,179 26,677 Derivatives Long-term receivables from service concession arrangement ( PPP ) 17,693 20,787 Long-term deposits and guarantees 4,222 4,341 Other 12 8,234 OTHER FINANCIAL ASSETS 53,466 61,252 Of which: Current 8,540 7,968 Non-current 44,925 53,284 (a) See Note 20.1 for further details Financial disclosures from companies accounted for under the equity method In 2013, the Group acquired Host GmbH (Hospital Service + Technik) at the time of the acquisition of the Hochtief GmbH Group s Services Solutions activities. SPIE GmbH owns 25.1% of the company and consequently consolidates it under the equity method. Moreover, after applying IFRS 11, Gietwalsonderhoudcombinatie (GWOC) BV and Cinergy SAS which were previously consolidated under the proportional method are now consolidated under the equity method. The carrying amount of the Group s equity securities is as follows: In thousands of euros Dec. 31, 2015* Dec. 31, 2014 Value of shares at the beginning of the period 2,858 2,771 Business combinations - - Net income attributable to the Group Dividends paid (400) (350) VALUE OF SHARES AT THE END OF THE PERIOD 2,837 2,858 * Based on available 2014 information for Host GmbH. 211

214 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Financial information relating to Group companies consolidated under the equity method is as follows: In thousands of euros Dec. 31, 2015* Dec. 31, 2014 Non-current assets 17,035 17,088 Current assets 36,346 32,273 Non-current liabilities (28,697) (20,997) Current liabilities (19,171) (22,658) NET ASSET 5,513 5,706 Income statement Revenue 69,620 67,100 Net income * Based on available 2014 information for Host GmbH Carrying and fair value of financial instruments by accounting category Reconciliation between accounting categories and IAS 39 categories In thousands of euros Assets Non-consolidated shares and long-term borrowings FV P/L FV E AFS Receivables and loans Amortized costs Dec. 31, ,312 41,613 44,925 Other non-current financial assets 8,713 8,713 Other current financial assets (excl. derivatives) 8,515 8,515 Derivatives Trade receivables 1,463,885 1,463,885 Other current assets 227, ,056 Cash and short-term deposits 245, , ,790 TOTAL FINANCIAL ASSETS 245, ,312 2,107,796 2,356,910 Liabilities Borrowings and loans (excl. derivatives) 1,121,494 1,121,494 Derivatives Other long-term liabilities 8,110 8,110 Current interest-bearing loans and borrowings 395, ,734 Trade payables 901, ,535 Other current liabilities 1,179,931 1,179,931 TOTAL FINANCIAL LIABILITIES 309 3,606,804 3,607,113 FV P/L: fair value through Profit and Loss, FV E: fair value through Equity, AFS: available-for-sale assets REGISTRATION DOCUMENT 2015 / SPIE SA

215 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Carrying value and fair value of financial instruments Book value Fair value In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Dec. 31, 2015 Dec. 31, 2014 Assets Non-consolidated shares and long-term borrowings 44,925 53,284 53,202 59,574 Other non-current financial assets 8,713 8,972 8,713 8,972 Other current financial assets (excl. derivatives) 8,515 7,801 8,515 7,801 Derivatives Trade receivables 1,463,885 1,555,277 1,463,885 1,555,277 Other current assets 227, , , ,580 Cash and short-term deposits 603, , , ,133 TOTAL FINANCIAL ASSETS 2,356,910 2,440,174 2,365,280 2,446,504 Liabilities Borrowings and loans (excl. derivatives) 1,121,494 1,208,497 1,121,494 1,208,497 Derivatives , ,675 Other long-term liabilities 8,110 4,196 8,110 4,196 Current interest-bearing loans and borrowings 395,734 1,182, ,734 1,182,236 Trade payables 901, , , ,041 Other current liabilities 1,179,931 1,269,362 1,179,931 1,269,362 TOTAL FINANCIAL LIABILITIES 3,607,113 4,604,007 3,607,113 4,604,007 Classification by asset or liability level at fair value In thousands of euros Dec. 31, 2015 Fair value Level 1 Level 2 Level 3 Assets Cash and short-term deposits 245, ,777 Derivatives TOTAL FINANCIAL ASSETS 245, , Liabilities Derivatives TOTAL FINANCIAL LIABILITIES Level 1 corresponding to listed prices. Level 2 corresponding to internal model based on external observable factors. Level 3 corresponding to internal model not based external on observable factors. 213

216 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 21. Financial risk management Derivative financial instruments The Group is mainly exposed to interest rate, foreign exchange and credit risks within the framework of its export activities. In the context of its risk management policy, the Group uses derivative financial instruments to hedge risks related to fluctuations in interest rates and foreign exchange rates. Fair value (In thousands of euros) Under 1 year Forward rate agreement in foreign currency 1-2 years 2-3 years 3-4 years 4-5 years Over 5 years Asset derivatives qualified for designation as cash flow hedges (a) Forward purchases USD 19 3,739 3,739 Forward purchases CHF , ,982 Liability derivatives qualified for designation as cash flow hedges (b) Forward sales USD (286) 2,965 2,965 Forward sales CHF (23) 1,381 4,418 5,799 Interest rate hedges (309) 4,346 4, ,764 Total net derivative qualified for designation as cash flow hedges (a) + (b) (287) Asset derivatives not qualified for designation as cash flow hedges Forward purchases GBP TOTAL FAIR VALUE OF QUALIFIED (284) AND NOT QUALIFIED DERIVATIVES Total Main derivatives deal with forward purchases and sales to cover operations in US Dollars and Swiss francs. These derivative hedging instruments are accounted for at their fair value. Their valuation stands at level 2 according to IFRS 13, as they are not listed on a regulated market, but based on a generic model and on observable market data for similar transactions Interest rate risk Financial assets or liabilities with a fixed rate are not subject to transactions intended to convert them into floating rates. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. When the decision is made to hedge these risks, they are hedged by SPIE Operations by means of an Internal Interest Rate Shortfall Guarantee according to market conditions. On November 17, 2011 Clayax Acquisition 4, a wholly held indirect subsidiary of SPIE SA, decided to put in place ten new interest rate swap agreements. On June 30, 2015, the four interest rate swaps existing at the time of the initial public offer have been cancelled and led to the payment in cash of an amount of 11,995 thousand. These swaps were a partial hedge of the Facility B, Facility C1 and Facility C2 loans which share similar characteristics. According to IFRS 13 relating to the credit risk to be taken into account when valuing the financial assets and liabilities, the estimation made for derivatives is based on default probabilities from secondary market data (mainly required credit spread) for which a recovery rate is applied. As at June 30, 2015, the impact of the credit risk, in compliance with IFRS 13, has been reversed when the above swaps have been cancelled against a DVA (Debit Value Adjustment) financial profit REGISTRATION DOCUMENT 2015 / SPIE SA

217 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements As at December 31, 2015, given the evolution of variable rates (negative Euribor), no interest rate swap has been established for the hedging of the new loans. The Group examines the possibility to establish new swaps during the first quarter of Foreign exchange risk Foreign exchange risks associated with French subsidiaries transactions are managed centrally by the intermediate holding, SPIE Operations: through an Internal Exchange Shortfall Guarantee Agreement for currency flows corresponding to 100% of SPIE Group s operations; by intermediation for currency flows corresponding to equity operations. In both cases SPIE Operations hedges itself through forward contracts. Foreign exchange risks on calls for tender are also hedged wherever possible by means of COFACE policies. The Group s main foreign exchange risks primarily relate to US dollars and Swiss francs currencies. As at December 31, 2015, foreign currency forward contracts mainly correspond to: (i) (ii) the US dollar currency hedge representing USD3,739 thousand for forward purchases and to USD2,965 thousand for forward sales; the Swiss franc currency hedge representing CHF243 thousand for forward purchases and to CHF5,799 thousand for forward sales. USD In thousands of euros Commercial risk Currency commitment amount Currency amount at historical rate Average rate risk exposure Equivalent at fixing rate Potential gross difference (a) (b) (a) - (b) Export invoices 2,765 (2,227) 1,241 (2,518) 290 Import invoices (3,619) 3,284 1,102 3,296 (12) Net commercial risk (854) 1,057 1, Financial risk Forward sales commitment (2,965) 2,381 1,246 2,700 (319) Bank debit balance Finance risk receivables (2,965) 2,381 1,246 2,700 (319) Forward purchases commitment 3,739 (3,377) 1,107 (3,404) 27 Bank credit balance 138 (120) 1,148 (126) 5 Finance risk payables 3,877 (3,497) 1,109 (3,530) 33 Net financial risk 912 (1,117) 1,109 (830) (287) NET POSITION EXCLUDING OPTIONS 57 (60) 1,109 (52) (8) The fair values of forward purchases and sales of US Dollar represents an asset of 19 thousand and a liability of (286) thousand as at December 31, 2015, revalued in counterpart of the other reserves (qualified as future cash flow hedge). The currency risk hedging on the US dollar (qualified in accounting as a cash flow hedge) has an impact on December 31, 2015 reserves of 259 thousand. A +/-10% variation in the US dollar rate would have a negative impact of 100 thousand or a positive impact of 82 thousand on the financial income statement, respectively and a negative impact of 78 thousand or a positive impact of 64 thousand on equity, respectively. 215

218 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements CHF In thousands of euros Commercial risk Currency commitment amount Currency amount at historical rate Average rate risk exposure Equivalent at fixing rate Potential gross difference (a) (b) (a) - (b) Export invoices 5,799 (5,358) 1,082 (5,384) 26 Import invoices (1,570) 1,463 1,073 1,458 6 Net commercial risk 4,229 (3,895) 1,082 (3,926) 32 Financial risk Forward sales commitment (5,799) 5,421 1,070 5, Bank debit balance Finance risk receivables (5,799) 5,421 1,070 5, Forward purchases commitment 243 (224) 1,086 (226) 2 Bank credit balance Finance risk payables 243 (224) 1,086 (226) 2 Net financial risk (5,556) 5,198 1,070 5, NET POSITION EXCLUDING OPTIONS (1,327) 1,303 1,082 1, The fair values of forward purchases and sales of Swiss francs represents an asset of 3 thousand and a liability of (23) thousand as at December 31, 2015, revalued in counterpart of the other reserves (qualified as future cash flow hedge). The currency risk hedging on the Swiss francs (qualified in accounting as a cash flow hedge) has an impact on December 31, 2015 reserves of (20) thousand. A +/-10% variation in the US dollar rate would have a negative impact of 357 thousand or a positive impact of 436 thousand on the financial income statement, respectively and a negative impact of 469 thousand or a positive impact of 573 thousand on equity, respectively. The estimated amount of credit risk on currency hedging as at December 31, 2015 is not significant (the risk of fluctuation during 2015 is also not significant) Counterparty risk The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to: cash investments; trade receivables; loans granted; derivative instruments. The Group makes most of its cash investments in money market funds invested in European government securities with banks and financial institutions. Existing derivatives in the Group (forward purchases and forward sales in USD and GBP) are distributed as follows at December 12, 2015: BNP Paribas: 31%; Crédit du Nord: 18%; Natixis: 14%; CA CIB: 37% REGISTRATION DOCUMENT 2015 / SPIE SA

219 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Liquidity risk As at December 31, 2015, the unused amount of the revolving credit facility (RCF) line stands at 350 million corresponding to. The Group introduced a securitization program on its trade receivables which has the following characteristics: Twelve of the Group s subsidiaries act as assignors in the securitization program in which assets are transferred to a securitization mutual fund named SPIE Titrisation. SPIE Operations is involved in this securitization program as a centralizing entity on behalf of the Group in relation to the depository bank. This receivables securitization program allows participating companies to transfer full ownership of their trade receivables to the SPIE Titrisation mutual fund allowing them to obtain funding for a total amount of 300 million, with the possibility to increase the amount to 450 million. The use of this program is accompanied by early repayment clauses for certain bank loans. As at December 31, 2015 transferred receivables represented a total amount of million with financing obtained amounting to million Credit risk The main credit policies and procedures are defined at Group level. They are coordinated by the Group s Financial Division and monitored both by the latter and by the various Financial Divisions within each of its subsidiaries. Credit risk management remains decentralized at Group level. Within each entity, credit risk is coordinated by the Credit Management function which is underpinned by the Group Credit Management policy and a shared Best Practices Manual. Payment terms are defined by the general terms of business applied within the Group. Consequently, the Credit Management Department manages and monitors credit activity, risks and results and is in charge of collecting trade receivables regardless of whether or not they have been transferred. Monthly management charts are used to monitor, among other things, customer financing at operational level. These provide the means to assess customer credit taking into account pre-tax invoicing and production data as well as customer data (overdue debts and advances) calculated in terms of the number of billing days. The policy to improve working capital requirements implemented by General Management plays an important role in improving cash flow, serving more particularly to reduce overdue payments. Other actions have focused primarily on improving the invoicing process, introducing the securitization program and improving the information systems used to manage the trade item. 217

220 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements NOTES REGARDING CASH FLOW STATEMENT Note 22. Notes to the cash flow statement Reconciliation with cash items of the statement of financial position The following table reconciles the cash position from the cash flow statement (a) and the cash position from the statement of financial position (b) of the Group: In thousands of euros Notes Dec. 31, 2015 Dec. 31, 2014 Marketable securities and other investments 245, ,229 Cash 359, ,638 Bank overdraft (53,083) (19,269) CASH AND CASH EQUIVALENTS AT YEAR-END INCLUDING ASSETS HELD FOR SALE (a) 551, ,598 (-) Cash and cash equivalents of assets held for sale (c) 1,418 2,736 (-) Accrued interests not yet due 212 (288) (+) Trading securities (short-term) - - CASH AND CASH EQUIVALENTS AT YEAR-END EXCLUDING ASSETS HELD FOR SALE (b) 550, ,574 (c) The cash and cash equivalents related to assets held for sale are mainly composed in 2015 of the cash and cash equivalents from Foraid Algérie for an amount of 1,088 thousand, from TecnoSpie SA (in Portugal) for an amount of 302 thousand, and from Advago (Greece) for an amount of 26 thousand Impact of changes in the scope of consolidation The impact of changes in the scope of consolidation can be summarized as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Consideration paid (36,212) (77,144) Cash and cash equivalents provided 3,475 2,636 Cash and cash equivalents transferred (984) (1) Impact of merger operations (572) - Transfer price of consolidated investments EFFECT OF CHANGE IN SCOPE OF CONSOLIDATION ON CASH & CASH EQUIVALENTS (33,388) (74,238) REGISTRATION DOCUMENT 2015 / SPIE SA

221 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Impact of operations held for sale The impact on the cash flow statement of operations classified as discontinued is summarized as follows: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Net cash flow from operating activities (2,070) 1,348 Net cash flow used in investing activities 75 (33) Net cash flow from financing activities Effect of change in exchange rates (111) 3 CHANGE IN CASH AND CASH EQUIVALENTS (2,000) 1,321 Reconciliation Cash and cash equivalents at beginning of the period 3,418 1,415 Cash and cash equivalents at end of the period 1,418 2,736 OTHER NOTES Note 23. Related party transactions Definitions Are considered as transactions with related parties the five following categories: the transactions between SPIE Operations and its indirect parent entity SPIE SA (formerly Clayax Acquisition); the transactions between a fully consolidated company and its influential minority shareholders; the outstanding transactions non eliminated in the consolidated accounts with companies accounted for under equity method; the transactions with key management personnel and with companies held by these key persons and companies on which they exercise any control Remunerations and benefits to members of the governing bodies In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Salaries, social charges and short-term benefits 3,289 3,943 Long-term benefits (awards) 1 - Post-employment benefits EXECUTIVE COMPENSATION 3,290 4,

222 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Attendance fees In 2015, the Board of Directors was composed of four independent Administrators, according to the Afep- Medef Code. One of them has been nominated as a Senior Independent Director on December 8, These independent Administrators are each member of at least one of the Committees set up by the Board of Directors, i.e.: Audit Committee, Remuneration Committee, Nomination Committee, Strategic and Acquisition Committee. In accordance with their mandates and their functions within the Group, the independent Administrators receive attendance fees. In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Attendance fees Other remunerations and fringe benefits DIRECTORS REMUNERATIONS The amount of attendance fees corresponds to a gross amount before deduction of withholding tax by the Company Investments in associates The Group has investments in proportionally recognized joint ventures. The table below sets out the Group s proportionate interest in the assets, liabilities and net income of these entities: In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Non-current assets - 14 Current assets 89,918 69,390 Non-current liabilities (268) (3) Current liabilities (87,087) (65,423) NET ASSETS 2,563 3,977 Income statement Income 73,364 94,384 Expenses (70,461) (90,407) Other related parties Clayax Acquisition 3 (subsidiary of SPIE SA) signed in 2012 with the company Clayax Acquisition Luxembourg 5 incorporated under the laws of Luxembourg, parent company of Group SPIE (formerly Group Clayax Acquisition), a back-to-back loan agreement to benefit from the entire funds mobilized by the bond of 375 million issued by SPIE BondCo3 on April 4, 2012 (see Note 20.3). The liability as of December 31, 2014 was of 375 million. This agreement ended on January 13, 2015 when the bond was fully repaid by SPIE BondCo3 (see Note 5.3 relating to the refinancing of financial debt). SPIE SA signed on August 29, 2011 a loan agreement of a notional amount of million with its direct parent company, Clayax Acquisition Luxembourg 5. The liability as of December 31, 2014, including the capitalized interests, was of million. On December 3, 2014, SPIE s Board of Directors has decided the partial repayment of the loan granted by Clayax Acquisition Luxembourg 5. This partial repayment has been executed on January 13, 2015 for a total amount of million (see Note 20.3). This agreement ended on June 11, 2015 when the loan was fully repaid by SPIE SA to Clayax Acquisition Luxembourg 5 due to the Initial Public Offering as of June 10, 2015 (see Note 5.1 relating to the refinancing of financial debt) REGISTRATION DOCUMENT 2015 / SPIE SA

223 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Tax group agreements SPIE SA (formerly Clayax Acquisition) set up a tax consolidation group on July 1, 2011, including, in addition to itself, the French companies (directly or indirectly) held at 95% or more. According to the terms of the agreements signed between SPIE SA and each of the companies included in the tax consolidation group, SPIE SA can use the carry-forward deficits of the various individual companies. If one of the subsidiaries leaves the tax consolidation group, the parties to the agreement concerned reserve their negotiation rights to decide whether the former subsidiary should be indemnified. The Group also has a tax group in Germany, consisting of SPIE Holding GmbH and its German subsidiaries, in the UK consisting of SPIE UK Ltd and its UK subsidiaries, and in the Netherlands consisting of SPIE Nederland BV and its Dutch subsidiaries. There has been no significant transaction between related parties between January 1, and December 31, 2015, nor significant modifications between related parties described in the notes to the consolidated financial statements ended December 31, Note 24. Contractual obligations and off-balance sheet commitments Operating lease commitments Commitments relating to operating lease stand at million and breakdown per categories of equipment as follows: In thousands of euros Dec. 31, 2015 < 1 year 2 to 5 years > 5 years Dec. 31, 2014 Buildings 277,982 56, ,824 70, ,608 Cars & trucks 89,130 31,618 53,999 3,514 82,311 TOTAL OPERATING LEASES 367,112 87, ,823 74, , Operational guarantees In the course of its operations, the Group SPIE is required to provide a certain number of commitments in terms of guarantees for the completion of work, the redemption of advances or the repayment of retention money or parent company guarantees. In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Commitments given Bank guarantees 409, ,179 Insurance guarantees 212, ,929 Parent company guarantees 365, ,220 TOTAL COMMITMENTS GIVEN 987, ,328 Commitments received Surety, guarantees and warranties received 13,272 13,882 TOTAL COMMITMENTS RECEIVED 13,272 13,

224 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Other commitments given and received Individual employee training rights for the Group s French companies Act No of May 4, 2004 relating to life-long professional training and social dialogue amending Articles L to L of the French Employment Code entitles employees with open-ended employment contracts under private law to a right to individual training (acronym: DIF) for a minimum of 20 hours per year, which can be accumulated over a period of six years (capped at 120 hours). As of January 1, 2015, the Personnel Training Account (acronym: CPF) replaces the DIF and allows each employee throughout his career have an individual right to training which will aggregate to its maximum, 120 to 150 hours of training over nine years (20 hours per year the first six years and 10 hours per year for the following three years). Employees rights to DIF are retained and continue to exist alongside the CPF: the rights to DIF can be used to exhaustion and up to 2020 at the most. Tracking the number of hours of training accumulated corresponding to rights acquired under the DIF and the CPF and the monitoring of the volume of training hours which has not been used are now decentralized and available through an internet portal accessible only by employees as holders of a CPF account. Consequently, no measurement can be performed regarding this commitment due to the difficulty in obtaining a reliable estimate. Pledging of shares As part of the IPO and the implementation of the new refinancing plan, all investment securities pledged by direct and indirect subsidiaries of SPIE SA were subject to release as at June 11, As at December 31, 2015, no shares were pledged. Note 25. Statutory Auditors fees Auditors fees are presented as follows in the income statement of December 31, 2015: In thousands of euros EY PwC Statutory audit 2,000 1,544 Audit-related services TOTAL 2,503 2,089 Note 26. Subsequent events 26.1 External growth The SPIE Group made the following acquisitions: On January 1, 2016, the Jansen Venneboer Groep company located in the Netherlands was acquired by SPIE Nederland, for an amount of 2.57 million. Jansen Venneboer is a knowledge-intensive company specializing in engineering, inspection and maintenance management. The company has nearly one hundred years experience in manufacturing, renovating and maintaining electromechanical facilities, bridges, flood defenses and sluice gates. The company has 96 employees and generated an annual turnover of approximately 18 million in On January 8, 2016, Hartmann Elektrotechnik based in Germany was acquired by SPIE GmbH for an amount of million. With more than 300 highly qualified employees operating from six locations across Germany, the company achieved sales of approximately 36 million in Hartmann Elektrotechnik provides a wide range of ICT and Mechanical & Electrical services including Network, Automation, Security technologies and Industrial engineering and services from consulting and design to planning, configuration, installation, commissioning and service. The company has a broad and long-lasting customer base of well-known industrial players, particularly in the automotive, aerospace and petrochemical industries REGISTRATION DOCUMENT 2015 / SPIE SA

225 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements On January 29, 2016, SPIE Belgium acquired the CRIC (Climatisation Réfrigération Industrielle & Commerciale) company, for a total amount of 3.9 million. With a staff of approximately 30 employees, specialized in installation and maintenance of HVAC (heating, ventilation and air conditioning) in Wallonia, CRIC has generated a turnover of approximately 4 million in On February 16, 2016, SPIE Netherlands acquired GPE Technical Services B.V. a Dutch company located in Jertogenbosch and founded in This small company of seven employees is focused on energy efficiency with specialized know-how in installation and maintenance of steam supply equipment and networks. GPE Technical Services B.V. generated a turnover of approximately 1.3 million in Note 27. Scope of consolidation Scope 1/4 Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sub-group SPIE SA (Headquarters) SPIE SA France EUR Parent Parent Clayax Acquisition 3 France EUR Merged - F.C Clayax Acquisition 4 France EUR Merged - F.C Financière SPIE France EUR F.C F.C SPIE Operations France EUR F.C F.C Soremep France EUR F.C F.C Parc Saint-Christophe SNC France EUR F.C F.C SPIE International France EUR F.C F.C S.G.T.E. Ingénierie France EUR F.C F.C SPIE Batignolles T.P. France EUR F.C F.C SPIE Telecom Services GEIE France EUR F.C F.C SPIE Batignolles TP Hoch Und Tiefbau GmbH Germany EUR F.C F.C SPIE Infrastruktur GmbH Germany EUR F.C F.C SPIE Rail (De) GmbH Germany EUR F.C F.C SPIE Spezialtiefbau GmbH Germany EUR F.C F.C SPIE Enertrans France EUR F.C F.C * F.C.: Full Consolidation; E.M.: Equity Method. 223

226 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 SUB-GROUP SPIE IDF NO SPIE IDF Nord-Ouest France EUR F.C F.C Technique de Gestion Immobilière France EUR F.C F.C Francilienne de Plomberie France EUR Merged - F.C Porraz France EUR Merged - F.C Instel France EUR Merged - F.C SPIE Postes HTB France EUR F.C F.C Cinergy SAS France EUR E.M E.M Gefca France EUR Merged - F.C Plus Elec France EUR Merged - F.C Sub-group SPIE Est SPIE Est France EUR F.C F.C ARM IRM France EUR Merged - F.C Anquetil Climaticiens France EUR F.C F.C Société Nouvelle Henri Conraux France EUR F.C F.C Sub-Group SPIE Sud-Ouest SPIE Sud-Ouest France EUR F.C F.C Thermi France EUR F.C F.C Enelat France EUR F.C F.C Sono Technic France EUR F.C F.C Boisson France EUR F.C F.C Société Narbonnaise d Électrification (SNE) France EUR F.C F.C Madaule Et Fils France EUR F.C F.C Madaule Automation France EUR F.C F.C Madaule Energies France EUR Merged - F.C SPIE Maroc Morocco MAD F.C F.C Comafipar S.A. Morocco MAD F.C F.C TecnoSpie SA Portugal EUR F.C F.C Sub-Group SPIE Ouest Centre SPIE Ouest Centre France EUR F.C F.C Sipect France EUR F.C F.C Val De Lum France EUR F.C F.C Enelat Ouest France EUR F.C F.C Projelec France EUR F.C F.C Juret France EUR F.C F.C Elcare France EUR F.C F.C * F.C.: Full Consolidation; E.M.: Equity Method REGISTRATION DOCUMENT 2015 / SPIE SA

227 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Scope 2/4 Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sub-Group SPIE Sud-Est SPIE Sud-Est France EUR F.C F.C Générale Maintenance Services (GMS) France EUR Merged - F.C C-Tram Services France EUR F.C F.C Somelec France EUR F.C F.C Gb Analyse Industrielle France EUR Outgoing - F.C Entreprise Trento France EUR F.C F.C Reyes Industries France EUR Merged - F.C Lions France EUR F.C F.C Saint-Fons Métallurgie France EUR Merged - F.C Electrotech Switzerland CHF F.C F.C Acem France EUR F.C F.C Hamard SA Switzerland CHF F.C F.C SPIE Suisse SA Switzerland CHF F.C F.C Fanac & Robas SA Switzerland CHF F.C F.C Vista Concept SA Switzerland CHF F.C F.C Viscom System SA Switzerland CHF F.C F.C Sub-group SPIE Oil Gas & Services SPIE Oil & Gas Services France EUR F.C F.C Gemco France EUR F.C F.C Foraid France EUR F.C F.C Almaz SPIE OGS Ltd (Yemen) Yemen EUR F.C F.C Foraid Algerie Eurl Algeria EUR F.C F.C SPIE OGS Congo Congo USD F.C F.C SPIE OGS Gabon Gabon EUR F.C F.C AZD OGS Muscat Llc (Oman) Oman OMR Outgoing - F.C Ipedex SDN Bhd (Brunei) Brunei Darussalam BND F.C F.C Ipedex Gabon Gabon EUR F.C F.C Ipedex Indonesia Indonesia USD F.C F.C SPIE OGS (Malaysia) SDN Bhd Malaysia MYR F.C F.C SPIE OGS Kish Llc (Iran) Iran (Islamic Republic of) USD F.C F.C SPIE OGS Middle East Llc (Abu Dhabi) United Arab Emirates AED F.C F.C SPIE OGS Asp SDN Bhd (Malaysia) Malaysia MYR F.C F.C SPIE OGS Thailand Ltd Thailand THB F.C F.C * F.C.: Full Consolidation; E.M.: Equity Method. 225

228 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sonaid (a) Angola NGN F.C F.C SPIE Nigeria Ltd Nigeria NGN F.C F.C SPIE Oil & Gas Services Venezuela Venezuela VEB F.C F.C Enerfor France EUR F.C F.C Ycomaz France EUR F.C F.C Gtmh Nigeria Nigeria NAIRA F.C F.C ASB Projects & Resources Pte Ltd Singapore USD F.C F.C SPIE Oil & Gas Services Saudi Saudi Arabia SAR F.C F.C SPIE Libya Libya USD F.C F.C SPIE OGS Belgium Belgium EUR F.C F.C SPIE Tecnicos de Angola Limitada Angola USD F.C F.C SPIE OGS Vietnam Ltd Vietnam VND F.C F.C SPIE Edgo Energy Ventures Limited United Arab Emirates AED F.C F.C SPIE Oil & Gas Services Pty Ltd (Australia) Australia AUD Dissolved - F.C Plexal Group (Thaïland) Ltd Thailand THB F.C F.C SPIE Oil And Gas Services Pty Ltd Australia AUD F.C F.C Services Petroleum & Industrial Employment (SPIEM) United Arab Emirates AED F.C F.C SPIE OGS Limited (UK) United Kingdom GBP F.C F.C. - SPIE Services Nigeria Ltd Nigeria NGN F.C F.C (a) In 2016, Sonaid will be consolidated in the Group s accounts under the Equity Method. * F.C.: Full Consolidation; E.M.: Equity Method. Scope 3/4 Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sub-group SPIE Nucléaire SPIE Nucléaire France EUR F.C F.C SPIE DEN France EUR F.C F.C ATMN France EUR F.C F.C SPIE Nucléaire Solutions France EUR Merged - F.C Sub-group SPIE Communications SPIE Communications France EUR F.C F.C Vee Pee France EUR F.C F.C SPIE Infogérance Et Services France EUR F.C F.C * F.C.: Full Consolidation; E.M.: Equity Method REGISTRATION DOCUMENT 2015 / SPIE SA

229 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sub-group SPIE Belgium SPIE Belgium Belgium EUR F.C F.C Vanoverschelde SA Belgium EUR Merged - F.C Vano Electro SA Belgium EUR Merged - F.C Devis NV Belgium EUR F.C F.C Devinoxs NV Belgium EUR F.C F.C Deservis NV Belgium EUR F.C F.C Elerep NV Belgium EUR F.C F.C Uni-D NV Belgium EUR F.C F.C Thermofox NV Belgium EUR F.C F.C Sub-group SPIE Nederland SPIE Nederland B.V. Nederland EUR F.C F.C SPIE Controlec Engineering B.V. Nederland EUR F.C F.C SPIE Czech S.R.O. Czech Republic EUR F.C F.C Kin Sprinkler Techniek B.V. Nederland EUR Merged - F.C Gietwalsonderhoudcombinatie B.V. Nederland EUR E.M E.M Klotz B.V. Nederland EUR Merged - F.C Gebr. Van Der Donk B.V. Nederland EUR Merged - F.C Gebr. Van Der Donk Civiel B.V. Nederland EUR F.C F.C Infrastructures Services & Projects B.V. Indiana Nederland EUR F.C F.C Electric Engineering Installation B.V. Nederland EUR F.C F.C Sub-group SPIE UK SPIE UK United Kingdom GBP F.C F.C SPIE Limited United Kingdom GBP F.C F.C SPIE WHS Limited United Kingdom GBP F.C F.C Garside And Laycock (St Annes) Limited United Kingdom GBP F.C F.C Garside And Laycock Limited United Kingdom GBP F.C F.C Garside And Laycock Group Limited United Kingdom GBP F.C F.C Alard Electrical Ltd United Kingdom GBP F.C F.C SPIE FS Northen (UK) Limited United Kingdom GBP F.C F.C SPIE ENS Limited United Kingdom GBP F.C F.C Vehicle Rental Ireland Limited United Kingdom GBP F.C F.C Scotshield United Kingdom GBP F.C F.C SPIE Leven Energy Services Ltd United Kingdom GBP F.C F.C. - * F.C.: Full Consolidation; E.M.: Equity Method. 227

230 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Scope 4/4 Entity Country Currency Conso method in 2015* % Holding Dec. 31, 2015 Conso method in 2014* % Holding Dec. 31, 2014 Sub-Group SPIE Holding GmbH SPIE Holding GmbH Germany EUR F.C F.C SPIE Deutschland System Integration GmbH Germany EUR F.C F.C SPIE GmbH Germany EUR F.C F.C Advago S.A. Greece EUR F.C F.C Car.E Facility Management GmbH Germany EUR F.C F.C Car.E Facility Management Kft Hungary HUF F.C F.C FMGO GmbH Germany EUR F.C F.C Host GmbH Hospital Service + Technik Germany EUR E.M E.M Facility Management Bahrain Wll Bahreïn BHD Liquidated - F.C Schloss Herrenhausen GmbH Germany EUR F.C F.C SPIE Energy Solutions GmbH Germany EUR F.C F.C SPIE Energy Solutions Harburg GmbH Germany EUR F.C F.C SPIE Hellas S.A. Greece EUR Outgoing - F.C SPIE Hungaria Kft Hungary HUF Outgoing - F.C SPIE Polska Sp Z.O.O Poland PLN F.C F.C SPIE Schweiz Ag Switzerland CHF F.C F.C Stadion Nuernberg Betriebs GmbH Germany EUR Outgoing - F.C G. Fleischhauer Ing. Buro Anlagen Leasing GmbH Germany EUR Merged - F.C G. Fleischhauer GmbH Germany EUR F.C F.C SPIE Fleischhauer Germany EUR F.C F.C G. Fleischhauer TV Communications GmbH Germany EUR Merged - F.C G. Fleischhauer Verwaltungs GmbH Germany EUR Merged - F.C Cromm Und Co. GmbH Germany EUR F.C F.C Sub-group SPIE ICS (ex-connectis) SPIE ICS AG Switzerland CHF F.C F.C Softix AG Switzerland CHF Merged - F.C * F.C.: Full Consolidation; E.M.: Equity Method REGISTRATION DOCUMENT 2015 / SPIE SA

231 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors report on the consolidated financial statements for the year ended December 31, Auditors report on the consolidated financial statements for the year ended December 31, 2015 This is a free translation into English of the statutory auditors report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the Group s management report. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. SPIE SA Year ended December 31, 2015 Statutory Auditors report on the consolidated financial statements To the Shareholders, In compliance with the assignment entrusted to us by by both a collective decision of your partners and your statutes, we hereby report to you, for the year ended December 31, 2015, on: the audit of the accompanying consolidated financial statements of SPIE SA ; the justification of our assessments ; the specific verification required by law. These consolidated financial statements have been approved by the Board of Directors. Our role is to express an opinion on these consolidated financial statements based on our audit. I. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2015 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. Without qualifying our opinion, we draw your attention to Notes 5.1 and 20.3 to the consolidated financial statements which disclose the terms of financial debt refinancing and its impact on the consolidated financial statements for the year ended December 31, 2015 and to Notes 5.2, 17.2 and 17.3 which disclose the conditions of the initial public offering of SPIE SA and its impact on the consolidated financial statements for the year ended December 31,

232 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors report on the consolidated financial statements for the year ended December 31, 2015 II. Justification of our assessments In accordance with the requirements of article L of the French Commercial Code (code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: Accounting principles Your Group applies the stage of completion method for recognition of revenue and income from services rendered, as set out in Note 3.4 of the consolidated financial statements. As part of our assessment of the accounting principles applied by your Group, we verified the application of this method. Our work consisted in assessing the existing procedures, reviewing data and assumptions used by operational and financial managers for the most significant contracts. We made sure that the method used and the related disclosures are appropriate. Use of estimates Your Group evaluates and, if necessary, records impairment charges for its tangible and intangible assets, as set out in Notes 3.10 and We made sure that the method is appropriate, and that the estimates used for the valuation of those assets are appropriate. Your Group records provisions on risks associated with its current activity, as set out in Notes 3.17 and We reviewed these provisions based on the procedures implemented by management to identify and evaluate risks, a detailed review of the identified risks and related estimates, and a subsequent events review to corroborate these estimates. We made sure of the reasonableness of the assumptions and of the related estimates. Your Group records provisions on employee benefits, as set out in Notes 3.18 and 18.1.We reviewed the assumptions and the valuation methods used by your Group and we made sure of the reasonableness of these assumptions and of the related estimates. These assessments were made as part of our audit of the consolidated financial statements taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III. Specific verification As required by law we have also verified in accordance with professional standards applicable in France the information presented in the Group s management report. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Neuilly-sur-Seine and Paris-La Défense, April 20 th, 2016 The statutory auditors PricewaterhouseCoopers Audit French original signed by Yan Ricaud ERNST & YOUNG et Autres French original signed by Henri-Pierre Navas REGISTRATION DOCUMENT 2015 / SPIE SA

233 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements COMPANY S STATUTORY STATEMENTS Company s annual statutory statements for the financial year ended December 31, 2015 CONTENTS 1. ASSETS BALANCE SHEET LIABILITIES BALANCE SHEET INCOME STATEMENT NOTES TO THE ANNUAL ACCOUNTS SIGNIFICANT EVENTS ACCOUNTING RULES AND METHODS ADDITIONAL INFORMATION RELATIVE TO THE BALANCE SHEET FIXED ASSETS AMORTISATIONS STOCKS AND WORKS IN-PROGRESS PROVISIONS RECEIVABLES AND DEBTS AFFILIATED COMPANIES: ELEMENTS PERTAINING TO SEVERAL BALANCE SHEET ITEMS EQUITY INCREASE/DECREASE NUMBER AND PAR VALUE OF THE COMPONENTS OF THE SHARE CAPITAL INFORMATION RELATIVE TO MERGER AND SIMILAR OPERATIONS EXPENSES PAYABLE INCOME RECEIVABLE PREPAID INCOME & EXPENDITURE ADDITIONAL INFORMATION RELATIVE TO THE INCOME STATEMENT BREAKDOWN OF REVENUES FINANCIAL INCOME EXCEPTIONAL INCOME TRANSFERS OF EXPENDITURE WORKFORCE REMUNERATIONS ALLOCATED TO THE EXECUTIVE OFFICERS INCOME TAXES FINANCIAL LIABILITIES AND OTHER INFORMATION COMMITMENTS GIVEN COMMITMENTS RECEIVED MANAGEMENT OF THE RATE RISK FINANCIAL LEASING DEFERRED TAXATION LIST OF SUBSIDIARIES AND EQUITY INTERESTS IDENTITY OF CONSOLIDATING COMPANIES OTHER OPERATIONS NOT RECORDED ON THE BALANCE SHEET PERSONNEL BENEFITS:

234 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 1. Assets Balance Sheet Financial Financial year 2015 year 2014 Balance sheet Assets (in euros) Gross Amortisations Net Net Uncalled share capital (I) Start-up costs Development costs Concessions, patents and similar rights Goodwill 148,164, ,164,574 Other intangible fixed assets Advances on intangible fixed assets Total intangible fixed assets 148,164, ,164,574 Land Buildings Plant and machinery Other tangible fixed assets Fixed assets in progress Advances and deposits Total tangible fixed assets Equity interests accounted for under the meq method Other equity interests 1,440,669,595 1,440,669, ,000,102 Receivables concerning equity interests Other capitalised securities Loans Other financial assets Total financial assets 1,440,669,595 1,440,669, ,000,102 Total Fixed Assets (II) 1,588,834,169 1,588,834, ,000,102 Raw materials, consumables Production of goods in progress Production of services in progress Interim and finished products Goods Total Stock Advances and deposits paid on orders 75,689 75,689 Trade and related receivables 2,242,922 2,242, ,620 Other receivables 313,880, ,880, ,713,627 Unpaid called-up share capital Total Receivables 316,123, ,123, ,599,247 Investment securities (of which treasury shares) 7,020 7,020 Cash assets 32,529 32,529 4,416 Total Cash assets 39,549 39,549 4,416 Prepaid expenditure 2,674,258 2,674,258 2,170,107 Total Circulating assets (III) 318,837, ,837, ,849,460 Loan issue costs to be amortised (IV) Bond redemption premiums (V) Unrealised gains (VI) GENERAL TOTAL (I TO VI) 1,907,671,332 1,907,671,332 1,022,849, REGISTRATION DOCUMENT 2015 / SPIE SA

235 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 2. Liabilities Balance Sheet Balance sheet Liabilities (in euros) Financial year 2015 Financial year 2014 Individual or share capital (of which paid: 72,415,793) 72,415,793 39,634,070 Issue, merger, contribution premiums, etc. 1,170,496, ,706,639 Revaluation surplus (of which equivalence difference) Legal reserve 7,241,579 8,296 Statutory or contractual reserves Regulated reserves (of which reserve for prov. price fluctuation) Other reserves (of which reserve for purchase of original artists works) Total Reserves 7,241,579 8,296 Carry forward (25,998,454) 157,619 INCOME FOR THE FINANCIAL YEAR (PROFIT OR LOSS) 184,830,230 (26,156,074) Investment subsidies Regulated provisions 33,826,743 Total equity (I) 1,442,812, ,350,550 Income from issue of non-voting shares Conditional advances Total other equity (II) Provisions for liabilities Provisions for charges 5,159,170 3,705,192 Total provisions for liabilities and charges (III) 5,159,170 3,705,192 Convertible bond loans Other bond loans Borrowing and debts with credit institutions 408,041,164 1,492 Miscellaneous borrowing and financial liabilities (of which equity loans) 7 596,828,371 Total Financial liabilities 408,041, ,829,863 Advances and deposits received on orders in progress Supplier debts and related debts 8,193,424 7,875,858 Tax and social debts 3,000,291 2,354,501 Debts on fixed assets and related debts Other debts 40,464,946 41,733,598 Total Operating Debts 51,658,661 51,963,957 Prepaid income Total debts (IV) 459,699, ,793,820 Unrealised losses (V) GENERAL TOTAL LIABILITIES (I TO V) 1,907,671,332 1,022,849,

236 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 3. Income Statement Income Statement (in euros) Financial year 2015 France Export Financial year 2014 Sales of goods Production sold goods Production sold services 4,442,361 4,442,361 2,720,635 Net revenues 4,442,361 4,442,361 2,720,635 Production in stock Capitalised production Operating subsidies Reversals on amortisations and provisions, transfers of expenses 72, ,124 Other income 8, Total operating income (I) 4,522,780 2,905,177 Purchases of goods (including customs duties) Inventory change (goods) Purchases of raw materials and other consumables (including customs duties) Inventory change (raw materials and consumables) Other purchases and external expenditure 10,053,178 29,556,011 Taxes, duties and similar payments 96,590 (14,737) Salaries and wages 3,812,015 3,317,443 Social charges 2,429,809 1,048,372 Operating allocations on fixed assets Allocations to amortisations Allocations to provisions on circulating assets: allocations to provisions for liabilities and charges: allocations to provisions 1,275,521 1,491,339 Other expenditure 111, ,141 Total operating expenditure (II) 17,779,029 35,608,570 OPERATING INCOME (13,256,249) (32,703,393) Profit attributed or loss transferred (III) Loss borne or profit transferred (IV) Financial income from equity interests 219,161,240 Income from other securities and capitalised asset receivables Other interest and similar income 42, ,314 Reversals on provisions and transfers of expenses Exchange rate gains 41 Net income on assignments of investment securities Total financial income (V) 219,203, ,314 Financial allocations to amortisations and provisions 136, ,926 Interest and similar expenditure 45,919,117 44,560,208 Exchange rate losses Net expenditure on assignments of investment securities Total financial expenditure (VI) 46,056,042 44,728,301 FINANCIAL INCOME (V - VI) 173,147,756 (44,348,987) PRE-TAX CURRENT INCOME (I - II + III - IV + V - VI) 159,891,507 (77,052,380) REGISTRATION DOCUMENT 2015 / SPIE SA

237 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Income Statement (in euros) (continued) Financial year 2015 Financial year 2014 Exceptional income on management operations Exceptional income on capital operations 29,347,816 Reversals on provisions and transfers of expenses Total exceptional income (VII) 29,347,816 Exceptional expenditure on management operations 6,527 (28,050) Exceptional expenditure on capital operations 29,347,816 Exceptional allocations to amortisations and provisions 7,806,171 Total exceptional expenditure (VIII) 37,160,515 (28,050) EXCEPTIONAL INCOME (VII - VIII) (7,812,698) 28,050 Employee profit sharing (IX) Income taxes (X) (32,751,421) (50,868,256) Total income (I + III + V + VII) 253,074,395 3,284,491 Total expenditure (II + IV + VI + VIII + IX + X) 68,244,165 29,440,564 PROFIT OR LOSS (TOTAL INCOME TOTAL EXPENDITURE) 184,830,230 (26,156,074) 235

238 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 4. Notes to the annual accounts The balance sheet total for the financial year having ended on December 31, 2015 amounts to 1,907,671, The company generated an income of 184,830, for the financial year. The financial year has a duration of 12 months, covering the period from January 1, 2015 to December 31, Significant Events 1.1. Initial Public Offering of June 10, 2015 The company was floated on the Euronext Paris stock market on June 10, Prior operations on the share capital linked to the Initial Public Offering are described in section 7 Equity Increase/ Decrease of the note Additional Information relative to the Balance Sheet. In order to simplify the Group s organization, the holding companies Clayax Acquisition 3 SAS and Clayax Acquisition 4 SAS, respectively direct and indirect subsidiaries of SPIE SA, were merged into SPIE SA in the context of the Group s IPO, with retroactive effect as of January 1, This results in a technical merger loss for an amount of million and the continued recognition of exceptionnal amortization of acquisition costs for the shares of Financière SPIE ( 39 million) amortized over 60 months and whose residual amortization period is scheduled to end in August Employee Share Ownership Plan and employer s contribution paid within the framework of the establishment of the sub-fund SPIE Actionnariat 2015 of the Employee Mutual Fund (FCPE) An offer to subscribe to the share capital of SPIE SA reserved to employees, within the framework of the existing SPIE Group Savings Plan ( PEG ), was initiated on October 1, The subscription achieved 97% of the maximum authorised amount of 55 million. Pursuant to the legal provisions, an offer for subscription of SPIE SA shares (holding company of the SPIE Group), to the benefit of employees members of the SPIE Group Savings Plan, was undertaken during December 2015, via a new sub-fund SPIE Actionnariat 2015 specially created for this operation within the employee mutual fund (FCPE) set up in The conditions of subscription provided a gross employer s contribution to be paid respectively by each employer company of the SPIE Group under the following conditions: at the level of 100% up to 1,000 payment of each employee subscriber; at the level of 50% from 1, to 3,000 payment of each employee subscriber; and at the level of 20% above 3,000 payment of each employee subscriber. The maximum amount of 5,400 gross employer s contribution that could be applied corresponds to the limit authorised by the legislation. The payment made by the company for the gross employer s contribution of the FCPE sub-fund SPIE Actionnariat 2015 amounts to 4,400. This employer s contribution was recorded in personnel expenses in the company accounts Process to Refinance the Financial Debt On December 3, 2014, the Board of Directors of SPIE SA adopted decisions which consisted of undertaking operations to refinance the debt of the Group, which were materialised on January 13, 2015 in the following operations: drawdown of an additional finance facility Facility E of 625 million; issuance of 2 nd Lien Bonds in the sum of million; redemption of the High Yield Bonds in their entirety for a sum of 375 million; early repayment of the Loan granted by Clayax Acquisition Luxembourg 5 SCA (majority shareholder of SPIE SA) in the sum of million, in principal and accrued interest. On June 11, 2015, within the framework of its Initial Public Offering, the Group repaid all its finance facilities, in order to draw on those governed by a new Senior Credit Facility signed on May 15, SPIE SA thus contracted a first rank term loan (Facility A) of a maturity of five years with bullet repayment for a sum of 408,039,933 nominal as of June 11, This new senior credit facility bears interest at a variable rate indexed to the Euribor 1 month increased by a margin at a rate between 2.625% and 1.625% per year, depending on the level of leverage (Net Debt/EBITDA) of the SPIE Group during the last closed semester REGISTRATION DOCUMENT 2015 / SPIE SA

239 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 2. Accounting Rules and Methods The annual accounts for the financial year 2015 are presented in compliance with the general rules applicable in the matter and in accordance with the prescription of the General Chart of Accounts and the Professional Chart of Accounts for Building and Public Works Industries, and with respect for the principles of prudence and continuity, in compliance with the following basic assumptions: continuity of operation; permanence of methods; independence of financial years. The basic method used to evaluate the elements recorded in the accounts is the historic costs method Recognition of Revenues Since 2013, SPIE SA has provided services which are re-invoiced to SPIE Operations in compliance with a service provision agreement signed on December 21, Affiliated Companies The amounts that are indicated in the different tables concerning the affiliated companies relate to operations undertaken with the subsidiaries of SPIE Operations and the company SPIE SA Intangible Fixed Assets The intangible fixed assets mainly include the goodwill, the merger deficit and the software. In particular, the intangible fixed assets integrate a technical merger deficit which results from the merger of Clayax Acquisition 3 and Clayax Acquisition 4. The goodwill is not amortised. It is the subject of a systematic impairment test upon closure where there is an indication of impairment loss, which leads to recording of a depreciation when its current value is less than its net book value. The technical merger or combination deficit resulting from operations of mergers or universal transfers of assets are recorded on the assets and are not amortised. They are the subject of an impairment test where there is an indication of impairment loss. The software is amortised over a duration of 12 months in accordance with the linear method. The other intangible fixed assets are amortised according to their duration of use. Research and development costs are not capitalised Tangible Fixed Assets The tangible fixed assets are valued at the acquisition cost excluding interest from specific loans. Productions of fixed assets by the company do not include financial costs or Registered Office costs. Amortisations are calculated in accordance with the linear or sliding scale method according to the planned duration of use. The durations of amortisation generally used are as follows: buildings: 20 to 30 years; site equipment and tools: 4 to 30 years; fixed equipment and tools: 8 to 30 years; transport vehicles: 4 to 30 years; IT office equipment: 4 to 10 years Capitalised Securities Securities are presented on the balance sheet at their purchase cost. Equity securities are the subject of a systematic impairment test upon closure which leads to recording of a depreciation when the current value of the securities owned falls below its net book value. However, as the cash current account is the primary receivable with immediate liquidity, the provision relates to this as a priority. Purchase cost of equity securities: Owing to the change in tax legislation introduced by the 2007 Finance Act, and relative to the treatment of purchase costs of equity securities, the Emergency Committee of the CNC gave the possibility to companies having opted in 2005 for their immediate deductibility to modify the accounts treatment option selected in 2005, only for equity securities as defined in Article of the French General Tax Code. Consequently the purchase costs incurred by the company during the financial years having ended since December 31, 2006, and linked to the acquisition of equity securities during these same financial years, are now integrated into the cost price of the securities and are tax deductible by means of amortisation over a period of five years, in compliance with the terms defined by the French General Tax Code Art. 209-VII. 237

240 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 2.6. Stocks and Products in Progress N/A Receivables and Debts Receivables and debts were recorded at their nominal value. As necessary, receivables and debts denominated in foreign currency are revalued and recorded at the price of December 14, 2015, with a view to accelerating the closure process. The exchange rate differences between December 14, 2015 and December 31, 2015 do not entail any significant impact on the valuations of the receivables and debts denominated in foreign currency. Bad debts, where applicable, give rise to the recording of provisions for impairment, determined, on a customer-by-customer basis, according to the assessment of the risk of non-recovery. Receivables overdue by more than six months are also the subject of a provision. The Group cash current accounts are governed by cash agreements between the parent company and its subsidiaries for a duration of one year, renewable tacitly unless terminated by one of the parties. The compensation rates are calculated in accordance with the following criteria: at the EONIA rate reduced by 1/16 th per cent per annum for interest relative to the surplus cash invested; at the EONIA rate increased by 1/4 per cent for interest relative to the cash requirements financed Treasury shares After the IPO on June 10, 2015, the company SPIE SA holds 390 treasury shares corresponding to the unassigned fractional shares consecutive to: the stock split and consecutive division of the ordinary shares nominal value reduced from 1 euro ( 1) to approximately 0.46; the merger between the company SPIE SA, as absorbing company, and each of the four Management companies, as absorbed companies. The book value of the 390 treasury shares amounts to 7, It is registered in the account Treasury shares as of December 31, Cash Assets & Bank Facilities in Currency Where applicable, cash assets and bank facilities denominated in foreign currency are discounted and recorded at the closing price of the financial year Later Monitoring of the Value of Assets Pursuant to CRC Regulation , a check for indication of impairment loss is undertaken on all assets. Where applicable, the recoverable value of these assets is assessed and a provision for depreciation is recorded if the book value is greater than the recoverable value Provisions for Liabilities and Charges A provision is constituted when the company has a legal, regulatory or contractual obligation resulting from prior events, when it is probable that an outflow of resources will be necessary to extinguish the obligation, and when the amount of the obligation can be reliably valued. The provisions constituted result from disputes over business, commercial or labour tribunal litigation, or other risks. Generally, each of the known disputes is the subject of examination on the date of drawing up the accounts, and, after any opinions of external advisors, the provisions deemed necessary are constituted to cover the estimated liabilities. The provisions for risks also include the estimated losses on completion on business outstanding which is provisioned for the part not yet executed Personnel Commitments Pension Liabilities and Similar Benefits Since January 1, 2005, the company has applied CNC recommendation 2003-R.01 of April 1, 2003 on the rules of accounting and valuation of pension liabilities and similar benefits. The liabilities of the company resulting from defined benefit plans, and their cost, are valued by an independent actuary in accordance with the projected credit units method. This method consists of valuing the liabilities according to the projected final salary, and the determined benefits in accordance with the provisions of the collective agreement, company agreements or legal rights in force. These plans are either partially financed, with their assets being then managed separately and independently from those of the company, or unfinanced. The unfinanced part is the subject of a provision for pensions on the balance sheet. For the defined post-employment benefits, actuarial differences representing more than 10% of the amount of the liabilities or the market value of the investments are amortised over the residual average duration of presence of the employees within the company. Actuarial differences representing less than 10% are not recorded. The cost of past services is amortised, in accordance with a linear method, over REGISTRATION DOCUMENT 2015 / SPIE SA

241 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements the average duration remaining until the corresponding rights are acquired to the personnel. The pension provision is calculated to the benefit of active personnel, Management and ETAM (employees, technicians, supervisors). Labourers lump sum payments on retirement are covered by an inter-company defined contribution scheme (Caisse BTP/CNPRO plans). Not having information making it possible to allocate the share of the obligations and assets, this plan is recorded as a defined contribution scheme. The annual expenditure recorded over the financial year for the defined benefits plans represents the rights acquired over the period by each employee corresponding to the cost of services delivered, the financial cost linked to the discounting of liabilities, the income expected from investments, the amortisation of actuarial differences, and the costs of past services resulting from any plan changes, plus the consequences of any reductions and liquidations of plans. With regard to the valuation of the pension liabilities, the assumptions used by the company on the terms of departure of its employees (voluntary retirement, retirement age at full rate) correspond to the full rate in accordance with the Fillon law from a default career start age and taking account of the 2013 reform (progressive increase of one quarter every three years of the duration of contribution required to benefit from a full rate pension; this duration will be raised to 43 annual payments from the 1973 generation). These terms also take account of the progressive increase of the legal minimum retirement age from 60 to 62 years (2010 reform), and the Decree of July 2012 which extended the early retirement system for long careers to insured parties giving evidence of starting work before the age of Other Long Term Benefits For the other long term benefits, the liabilities are valued in the same way by an independent actuary, particularly the liabilities relative to length of service awards. The actuarial differences generated and the cost of past services are immediately recorded in income or expenditure for the financial year of their recording Individual Employee Training Rights (DIF) and Personal Training Account (CPF) Law of May 4, 2004 on professional training throughout life and social dialogue, modifying Articles L to L of the French Employment Code, gives employees benefiting from a private indefinite-term employment contract an individual right to training of a duration of a minimum of 20 hours per year, which could be accumulated over a period of six years (limited to 120 hours). From January 1, 2015, the Personal Training Account (CPF) replaced the DIF and enables every employee, throughout their career, to benefit from an individual employee training right whereby the aggregate will rise, for its maximum, from 120 to 150 hours of training over nine years (20 hours per year for the first 6 years, then 10 hours per year for the next three years). Employees DIF rights are kept and continue to exist alongside the CPF: the DIF rights can be used until exhausted, and by 2020 at the latest. The monitoring of the aggregate volume of training hours corresponding to the rights acquired under the DIF and the CPF, and monitoring of the volume of hours of training not having given rise to a request, are now decentralised and can be viewed through an internet portal only accessible to holders of a CPF account Income Statement The exceptional income and expenditure are constituted from the significant elements which, owing to their type, their unusual nature and their non-recurrence, cannot be considered as inherent to the operational activity of the company Post-Closure Events N/A. 239

242 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Additional information relative to the balance sheet 1. Fixed Assets Box A Fixed assets Gross value at the start of the financial year Increases Revaluation Acq. and contributions Start-up and development costs (I) Other intangible fixed asset items (II) 148,164,574 Land Of which components Buildings On own land On others land Gen. inst, fixtures and fittings of buildings Plant, equipment and industrial tools Other tangible fixed assets General installations, miscellaneous fixtures and fittings Transport equipment Office equipment and computer furniture Recoverable packaging and miscellaneous Tangible fixed assets in progress Advances and deposits Total (III) Equity-accounted equity interests Other equity interests 856,000,102 1,440,669,595 Other capitalised securities Loans and other financial assets Total (IV) 856,000,102 1,440,669,595 GENERAL TOTAL (I + II + III + IV) 856,000,102 1,588,834, REGISTRATION DOCUMENT 2015 / SPIE SA

243 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Box B Fixed assets Reductions Gross value Revaluation at the end of Transfer Assignment the financial Original year value Start-up and development costs (I) Other intangible fixed asset items (II) 148,164,574 Land Buildings On own land On others land Gen. inst, fixtures and fittings of buildings Plant, equipment and industrial tools Other tangible fixed assets General installations, miscellaneous fixtures and fittings Transport equipment Office equipment and computer furniture Recoverable packaging and miscellaneous Tangible fixed assets in progress Advances and deposits Total (III) Equity-accounted equity interests Other equity interests 856,000,102 1,440,669,595 Other capitalised securities Loans and other financial assets Total (IV) 856,000,102 1,440,669,595 GENERAL TOTAL (I + II + III + IV) 856,000,102 1,588,834,169 Comments on the main acquisitions, assignments and contributions Intangible fixed assets a) The principal acquisitions comprise: - Technical merger deficit of Clayax Acquisition 3 and Clayax Acquisition 4 for a sum of 148,164,574. b) The principal assignments comprise: N/A. c) The contributions comprise: N/A. Financial assets a) The principal acquisitions comprise: N/A. b) The principal assignments comprise: outflow of Clayax Acquisition 3 equity securities for 856,000,102 owing to merger. c) The contributions comprise: - Financière SPIE equity securities for 1,440,669,595 resulting from the merger of Clayax Acquisition 4 Tangible fixed assets a) The principal acquisitions comprise: N/A. b) The principal assignments comprise: N/A. c) The contributions comprise: N/A. 241

244 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 2. Amortisations N/A. Box A Amortisable fixed assets Start-up and development costs (I) Other intangible fixed asset items (II) Land Buildings On own land On others land Gen. inst, fixtures and fittings Plant, equipment and tools Other tangible fixed assets General installations, miscellaneous fixtures and fittings Transport equipment Office equipment and computer furniture Recoverable packaging and miscellaneous Total tangible fixed assets (III) GENERAL TOTAL (I + II + III) Situation and movements of amortisations of the financial year Start of the financial year Increase Reductions End of the financial year Box B Fixed assets Start-up costs Other Land Buildings: own land others land install. Other fixed assets: Tech. inst Gen. inst Transport equipment Office equipment Packaging Tangible Acquis. of securities TOTAL Differential of duration Breakdown of movements affecting the provision for exceptional amortisations Allocations Reversals End of the financial year Sliding scale mode Exceptional tax amort. Differential of duration Sliding scale mode Exceptional tax amort. Box C Expenditure distributed over several financial years Start of the financial year Augment. Reductions End of the financial year Loan issue costs to be amortised Bond redemption premiums REGISTRATION DOCUMENT 2015 / SPIE SA

245 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 3. Stocks and Works In-Progress N/A. 4. Provisions Nature of the provisions Start of the financial year Allocations Reversals End of the financial year Provisions mining and oil deposits Provisions investments Provisions for price rise Exceptional amortisations* 26,020,572 7,806,171 33,826,743 of which exceptional increases of 30% Provisions foreign establishment before 01/01/1992 Provisions foreign establishment after 01/01/1992 Provisions for establishment loans Other regulated provisions Total (I) 26,020,572 7,806,171 33,826,743 Provisions for dispute Provisions for guarantee Provisions for losses on forward markets Provisions for fines and penalties Provisions for foreign exchange losses Provisions for pensions 4,252,060 1,412, ,124 5,159,170 Provisions for taxes Provisions for renewal of fixed assets Provisions for major maintenance Provisions for soc. sec. and tax charges on paid leave Other provisions for liabilities and charges Total (II) 4,252,060 1,412, ,124 5,159,170 Provisions on intangible fixed assets Provisions on tangible fixed assets Provisions on equity-accounted securities Provisions on equity securities Provisions on other financial assets Provisions on stocks Provisions on customer accounts Other provisions for depreciation Total (III) GENERAL TOTAL (I + II + III) 30,272,632 9,218, ,124 38,985,913 Of which operating allocations and reversals 1,275, ,124 Of which financial allocations and reversals 136,714 Of which exceptional allocations and reversals 7,806,171 Depreciation of equity-accounted securities 243

246 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Comments on the principal significant provisions by category Regulated provisions: in the column start of the financial year, * the provision for exceptional amortisations of the costs of acquisition of the Financière SPIE securities which appears for a sum of 26,020,572 results from the merger of Clayax Acquisition 4 with retroactive effect as of January 1, months remain to be amortised over the financial year Provisions for liabilities and charges: a) in the column start of the financial year, following the merger of Clayax Acquisition 4 with retroactive effect as of January 1, 2015, a provision was recorded for pensions attached to the employees of Clayax Acquisition 4 for an amount of 546,868; b) the allocation of provisions for lump sum payment on retirement include the valuation of services for an amount of 1,275,520 et and financial part linked to the costs of discounting the provision for an amount of 136,713; c) reversals of provisions result from the transfer of employees of SPIE SA to SPIE Operations for an amount of 505, Receivables and Debts Box A Statement of Receivables Gross amount Up to one year Over one year Receivables concerning equity interests Loans Other financial assets Total receivables linked to the capitalised assets Bad or litigious customers Other trade receivables 2,242,922 2,242,922 Receivables representative of securities lent Prov. for prior dep. constituted. Personnel and related receivables Social security and other social organisations 1,031 1,031 Income tax 13,041,416 13,041,416 Value added tax 3,911,481 3,911,481 Other tax State miscellaneous 1 1 State and other public authorities Groups and shareholders 296,384, ,384,411 Miscellaneous debtors 542, ,094 Total receivables linked to the circulating assets 316,123, ,123,356 Prepaid expenditure 2,674,258 2,674,258 TOTAL RECEIVABLES 318,797, ,797,614 Loans granted during the financial year Repayments obtained during the financial year Loans and advances granted to shareholders REGISTRATION DOCUMENT 2015 / SPIE SA

247 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Box B Statement of debts Gross amount Up to one year One to five years Convertible bond loans Other bond loans Loans with credit institutions originally under 1 year 1,230 1,230 Loans with credit institutions originally over 1 year 408,039, ,039,934 Miscellaneous loans and financial liabilities 7 7 Trade accounts payable and related payables 8,193,424 8,193,424 Personnel and related payables 2,115,882 2,115,882 Social security and other social organisations 493, ,272 State and other public authorities Income tax 363, ,272 Value added tax Secured bonds 27,866 27,866 Other taxes Debts on fixed assets and related debts Groups and shareholders 40,394,370 40,394,370 Other debts 70,575 70,575 Debt representative of securities borrowed Prepaid income TOTAL DEBTS 459,699,831 51,659, ,039,934 Loans taken out during the financial year 1,218,640,000 Loans repaid during the financial year 1,876,339,000 Borrowing from private individuals More than five years The fraction of debts represented by commercial transfers amounted to - 239,477 as of December 31, The principal operations with the affiliated companies represent a sum of: 1,440,669,595 on the equity securities; 2,235,242 on trade accounts receivable and related receivables; 296,384,411 on other receivables, which mainly concern cash advances and the tax consolidation current account; 759,216 on trade debts and related debts; 40,394,370 on other debts, which concern the tax consolidation current account. 245

248 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 6. Affiliated Companies: elements pertaining to several balance sheet items Advances and deposits paid on fixed assets Intangible Tangible Amount concerning companies 12/31/2015 affiliated with a holding connection Debts/ receivables repres. by commercial papers Financial assets Equity interests 1,440,669,595 Receivables concerning equity interests Loans Other capitalised securities Other financial assets 1,440,669,595 Receivables Suppliers: advances and deposits paid Trade receivables and related receivables 2,235,242 Other receivables 1,917,197 Unpaid called-up share capital 4,152,439 Cash assets Financial current accounts 294,467, ,467,214 Miscellaneous financial liabilities Debts concerning equity interests Miscellaneous financial loans and debts Financial current accounts Clients: advances and deposits received Supplier debts 759,216 Debts on fixed assets Other debts 40,394,370 41,153, REGISTRATION DOCUMENT 2015 / SPIE SA

249 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 7. Equity Increase/Decrease Equity Opening Increase Reduction Dist. Dividends Appropriation of earnings N-1 Contributions and mergers Closure Share or individual capital 39,634,070 28,205,124 8,469,450 13,046,050 72,415,794 Issue, merger, contribution 356,706, ,169,250 65,358,878 (26,020,572) 1,170,496,439 premiums, etc. Revaluation surplus Legal reserve 8,296 7,233,284 7,241,580 Statutory or contractual reserves Regulated reserves Other reserves Carry forward 157,619 (26,156,074) (25,998,455) Income for the financial year (26,156,074) 184,830,230 (26,156,074) 184,830,230 Investment subsidies Regulated provisions 7,806,171 26,020,572 33,826,743 TOTAL EQUITY 370,350,550 1,133,244,059 47,672,254 (26,156,074) 13,046,050 1,442,812,331 Share capital As of January 1, 2015, the share capital of SPIE SA, in the sum of 39,634,070.00, comprised 39,634,070 shares (of which 33,596,102 ordinary shares, 4,337,968 A preferred shares and 1,700,000 B preferred shares) of a par value of As of December 31, 2015, the share capital of SPIE SA amounted to 72,415, divided into 154,076,156 ordinary shares, all of the same category, of a par value of During 2015, the operations on the share capital of SPIE SA were as follows: Prior operations on the share capital linked to the initial public offering of June 10, 2015 The Extraordinary and Ordinary Shareholders General Meeting of SPIE SA, and the two Special Meetings of Preferred Shareholders (respectively of categories A and B), all dated June 9, 2015, adopted the following resolutions, modifying the characteristics and amounts of the share capital and the consolidated reserves of the Group: division of the par value of the ordinary shares of SPIE SA, in order to reduce it from one euro ( 1) to around 0.46 per ordinary share, and the correlative multiplication of the number of ordinary shares composing the share capital of SPIE SA, which thus rose from 33,596,102 ordinary shares to a total number of 72,449,303. This operation was definitively completed on June 9, 2015; a first cash capital increase, reserved to Luxembourg company Clayax Acquisition Luxembourg 2 S.à r.l. by capitalisation of its entire receivable held over SPIE SA by Clayax Acquisition Luxembourg 5 SCA, which this had first assigned to Clayax Acquisition Luxembourg 2 S.à r.l. This capital increase, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, amounted (including issue premium) to million, and gave rise to the issue to the benefit of Clayax Acquisition Luxembourg 2 S.à r.l. of 10,511,677 new ordinary shares at the Initial Public Offering Price, being per share; the merger between SPIE SA, in the capacity of absorbing company, and each of the four Management companies (SPIE 20 RA, SPIE 20 PP, SPIE 350 RA et SPIE 350 PP) in the capacity of absorbed companies, and which since 2011 brought the shareholding body of managers and directors of the Group to the level of 14.2% of the share capital of SPIE SA. The application of the exchange ratio between the shares of each of the Management Companies and those of SPIE SA, considering the Initial Public Offering Price decided on June 9, 2015, required: - the issuance of 28,133,538 new ordinary shares, 247

250 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements - the cancellation of 3,385,943 ordinary shares received by SPIE SA within the framework of the merger of the Management companies, - the cancellation of 2,357,958 ADP A (A preferred shares) received by SPIE SA within the framework of the merger of the Management companies, - the cancelation of all existing 1,700,000 ADP B (B preferred shares) received by SPIE SA within the framework of the merger of the Management companies. These operations, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, generated a reduction in equity in the sum of 3.4 million; a second cash capital increase, reserved for Luxembourg company Clayax Acquisition Luxembourg 2 S.à r.l. through capitalisation of its entire receivable held over SPIE SA, results from the merger between SPIE SA and the Management companies. This capital increase, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, amounted (including issue premium) to 2.7 million, and gave rise to the issue to Clayax Acquisition Luxembourg 2 S.à r.l. of 160,710 new ordinary shares at the Initial Public Offering Price, being per share. the conversion into new ordinary shares of SPIE SA of the 1,980,010 ADP a (A preferred shares) still existing (i.e. the ADP A which were not cancelled within the framework of the merger of the Management companies), on the basis of an exchange ratio defined in compliance with the Initial Public Offering Price decided on June 9, This operation, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, did not change the amount of the Equity of the Group, but generated the following share movements: - the issue of 1,563,971 new ordinary shares, - the cancellation of 1,980,010 ADP A (A preferred shares). At this stage, there were no preferred shares left, and the share capital of SPIE SA was composed only of ordinary shares of a par value of around Initial public offering of June 10, 2015 The floatation on the Euronext Paris stock market was accompanied by a capital increase of SPIE SA, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, of an amount (including issue premium) of 700 million through the issue of 42,424,242 new ordinary shares. The costs of the capital increase, in the sum of 23.1 million, were recorded for an amount net of taxes of 15.2 million in equity reduction. The merger between Clayax Acquisition 4 SAS, in the capacity of absorbed company, and SPIE SA, in the capacity of absorbing company, at the end of which the latter held 1,857,498 of its own ordinary shares previously received by Clayax Acquisition 4 SAS within the framework of the merger of the Management companies. Within the framework of this merger, on June 11, 2015 all these treasury shares were cancelled, which gave rise to a reduction in equity of a total amount of 30.6 million. At the end of all these operations, on June 11, 2015 the share capital of SPIE SA amounted to 69,557,816.17, divided into 150,000,000 ordinary shares, all of the same category. Capital increase by raising the par value of the shares on October 29, 2015 On October 29, 2015, the Board of Directors, using the delegation granted to it by the Mixed Shareholders General Meeting of May 7, 2015, decided to undertake, on this date, an increase in the share capital of SPIE SA by raising the par value of the existing shares, in order to raise it from around to 0.47 per share by incorporation of premiums. This resulted in a capital increase of a total amount of 942,183.83, and the share capital of SPIE SA was thus raised from 69,557, to 70,500,000 divided into 150,000,000 ordinary shares fully subscribed. Employee share ownership plan share for you 2015 capital increase on December 10, 2015 On July 28, 2015, the Board of Directors, using the delegation granted to it by the Mixed Shareholders General Meeting of May 7, 2015, decided on the principle of a capital increase of SPIE SA reserved to employees, former employees, and corporate officers eligible of the Company and its French and foreign subsidiaries, held directly or indirectly, members of a company savings plan of the SPIE Group, within the limit of a maximum amount of million including issue premium (before discount and including employer s contribution), and delegated to the Chairman and Chief Executive Officer the powers necessary to undertake this operation. Acting within the framework of this delegation, the Chairman and Chief Executive Officer fixed the final terms of the offer in a REGISTRATION DOCUMENT 2015 / SPIE SA

251 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements decision dated September 29, 2015, and set out in particular (i) the dates of the subscription period, which was open from October 1, to October 12, 2015 (inclusive), and (ii) the subscription price of one SPIE share at In a decision of December 10, 2015, the Chairman and Chief Executive Officer recorded the definitive completion of this capital increase through issue of a total number of 4,076,156 new ordinary shares at the unit price of 13.05, being an increase in the total nominal amount of the share capital of SPIE SA of 1,915,793.32, and the recording of an issue premium of 51,278,042.48, from which it was decided to deduct the sums necessary to the allocation of a legal reserve supplement corresponding to the newly created shares, being a sum of 7,233,283.57, and to record the costs of the capital increase. Rolled out in 13 countries, this offer recorded a subscription rate representing almost 43% of the workforce of the Group. With the employee share ownership plans already existing, almost 20,000 employees (53% of the workforce) are now shareholders of SPIE SA, and hold 4.7% of its share capital. The subscribers achieved a sum of 53.2 million, at the subscription price of per share, after discount of 20% to the benefit of employees of the Group applied to a reference price established at At the end of all these operations, on December 10, 2015 the share capital of SPIE SA amounted to 72,415,793.32, divided into 154,076,156 ordinary shares of a par value of On December 10, 2015, after definitive completion of the capital increase reserved to employees, the distribution of the holding of the share capital of SPIE SA was as follows: Number of shares Percentage holding Total Consortium (1) 63,774, % Managers (2) 20,416, % of which Gauthier Louette 2,434, % Employee shareholding (3) 7,280, % Caisse de Dépôt et Placement du Québec (4) 6,100, % Public 56,504, % Self-held % TOTAL 154,076, % (1) Clayax Acquisition Luxembourg 5 SCA is 63.4% held by funds controlled, managed or advised by Clayton, Dubilier & Rice, 17.1% by funds controlled, managed or advised by Ardian, and 19.5% by the Caisse de Dépôt et de Placement du Québec. (2) Managers and directors, former and current, of the Group before taking account of any assignments of shares by some managers whose lock-up expired on December 9, (3) Shares held by employees, directly or through the FCPE SPIE Actionnariat 2011/2015. (4) Stake held directly by the Caisse de Dépôt et de Placement du Québec. 249

252 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 8. Number and par value of the components of the share capital Number at start of the financial year Created during the financial year Redeemed during the financial year Number as of 12/31/2015 Par value Ordinary shares 33,596, ,723,495 5,243, ,076, Amortised shares Priority dividend shares (without voting right) 6,037,968 6,037,968 1 Preferred shares Company shares Investment certificates TOTAL 39,634, ,723,495 11,281, ,076,156 The operations on the share capital are summarised in section 7 Equity Increase/Decrease. 9. Information relative to merger and similar operations Company absorbed Valuation of contributions Merger surplus Merger deficit Interim losses recorded in sub-account of the Equity Income Assets Income merger premium Clayax Acquisition 3 637,711, ,880,587 29,347,816 Clayax Acquisition 4 1,203,902,613 40,716,014 Allocation of the merger deficit: this is allocated extra-accounting to equity securities held over Financière SPIE which are recorded for a sum of 1,440,669, Expenses Payable Amount Convertible bond loans Other bond loans Loans and debts with financial institutions Miscellaneous loans and financial liabilities Advances and deposits received on orders in progress Supplier debts and related debts 7,020,933 Tax and social security debts 2,158,205 Debts on fixed assets and related debts Other debts TOTAL 9,179, REGISTRATION DOCUMENT 2015 / SPIE SA

253 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 11. Income Receivable Amount Receivables concerning equity interests Other financial assets Trade receivables and related receivables 7,680 Personnel and related receivables Social security and other social organisations State and other public authorities 1 Other receivables Cash assets TOTAL 7, Prepaid Income & Expenditure The nature and amounts of the Prepaid Income are as follows: Prepaid Income linked to the advancement method (cf. section 2.1): N/A; Other Prepaid Income: N/A. The nature and amounts of the Prepaid Expenditure are as follows: Prepaid Expenditure linked to the advancement method (cf. section 2.1): N/A; Other Prepaid Expenditure for 2,674,258 mainly linked to the financing of the CICE. 251

254 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Additional information relative to the income statement 1. Breakdown of Revenues Breakdown of revenues Financial year N Financial year N-1 Increase/Decrease Distribution by activity sector Sales of goods Production sold goods Production sold services 4,442,361 2,720,635 63% Distribution by geographical market Net revenues-france 4,442,361 2,720,635 63% Net revenues-export NET REVENUES 4,442,361 2,720,635 63% In order that the reader of the annual accounts can make an informed judgement, the following additional information is provided. Breakdown of revenues Amount (Financial year N) E-fficient buildings Energies Services to industries 4,442,361 Smart city TOTAL REVENUES 4,442, Financial Income The financial income amounted to 173,147,756 as of December 31, The financial revenues amounted to 219,203,798 and are principally broken down into: Dividends: 219,161,240 Foreign exchange gains: 40 Interest on group current account: 42,517 Moratorium interest: N/A Reversal of provision on cash current account to: N/A REGISTRATION DOCUMENT 2015 / SPIE SA

255 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements The financial expenditure amounted to 46,056,042 and is principally broken down into: Foreign exchange losses: 211 Interest on group current account: 3 Interest on bank debts: 36,056,868 Moratorium interest: 9,137,013 Allocations of provision on cash current account to: N/A Allocations of provision on equity securities: N/A Financial allocation linked to the costs of discounting the provisions for lump sum payments on retirement: 136,713 Contract penalties supplier deadlines: N/A 3. Exceptional Income The exceptional income amounted to (7,812,698.48) as of December 31, The exceptional income of 29,347,816 can be broken down into: capital gains or losses of assignments on tangible and intangible fixed assets: N/A; capital gains of assignments on company shares or equity securities: 29,347,816, which corresponds to the revaluation of the treasury shares previously held by Clayax Acquisition 4. The exceptional expenses of 37,160,515 can be broken down into: Gifts, fines and penalties: 6,527 Regulated provisions allocations (exceptional amortisations security acquisition costs): 7,806,171 Merger deficit Clayax Acquisition 3 recorded in expenditure: 29,347,816 Share of subsidy transferred to income: N/A Reversal provision: N/A 4. Transfers of Expenditure Transfers of expenditure Operation Transfers of operating expenditure (432,758) Transfers of financial expenditure Transfers of exceptional expenditure TOTAL (432,758) Breakdown of transfers of operating expenditure principally: the transfer of the provision for lump sum payments on retirement for (505,124) and transfer of the provision for length of service awards for (11,863) linked to the merger of CLAYAX 4 into SPIE SA; the illness reimbursement for 78,

256 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 5. Workforce Average salaried workforce Workforce N N-1 Managers ETAM [clerical, technical and supervisory staff] Labourers TOTAL The average payroll is: 7.6. These movements are linked to the reorganization in the context of the IPO. 6. Remunerations allocated to the executive officers Pursuant to Article of Decree of November 29, 1983, no information will be communicated as this would make it possible to identify the situation of a determined member of the management organs. 7. Income Taxes Current income Exceptional income Equity interest Tax credits Holdbacks Pre-tax income 159,891,507 (7,812,698) 0 0 Taxes: at the rate of... % (33,048,112) 0 296,770 on Long term capital gains INCOME AFTER TAX 192,939,619 (7,812,698) 0 296,770 Method used The tax corrections have been reclassified according to their nature in current income, exceptional income and equity interest. Tax consolidation The company has been placed under the regime of tax consolidation. Considering the deficit of the tax group in 2015, SPIE SA has not recorded a corporate income tax expense but a tax consolidation revenue of 33,048,112. In the absence of tax consolidation, the company would also not have paid any corporate income tax owing to its own tax deficit in REGISTRATION DOCUMENT 2015 / SPIE SA

257 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Financial liabilities and other information 1. Commitments Given Bank bonds: N/A. Endorsements, bonds and guarantees: N/A. Other liabilities given: N/A. Personal training account: on January 1, 2015, the hours linked to the Individual Employee Training rights (DIF) were transferred to the Personal Training Account (CPF) and are no longer monitored by the company. 2. Commitments Received Supplier bonds: Discounted effects not due: Balancing subsidies: Director shares: N/A. N/A. N/A. N/A. 3. Management of the Rate Risk To optimise its costs and sources of finance, the company may take out rate guarantee contracts with its parent company. Amount subscribed as of 12/31/2015: N/A. 255

258 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 4. Financial Leasing N/A. 5. Deferred Taxation Description 31/12/ /12/2014 Bases for increasing the future tax debt Regulated provisions 33,826,743 Investment subsidies UCITS securities valuation loss Unrealised exchange loss Other expenditure deducted in advance Long-term capital gains with deferred taxation Total bases for increasing the future tax debt 33,826,743 Total future tax liabilitie s(1) 11,647,675 Bases for reducing the future tax debt Amortisations of software Potential losses on long-term contract Provisions for pensions and similar obligations 5,159,170 3,705,192 Other liabilities and charges provisioned Expenditure payable 2,021 2,646 UCITS securities valuation gain Unrealised exchange gain Other income taxed in advance Deficits carried forward for tax purposes 141,221, ,333,098 Total bases for reducing the future tax debt 146,382, ,040,936 Total future tax assets (1) 50,404,268 49,942,429 NET SITUATION (38,756,593) (49,942,429) (1) Tax rate: Of which normal corporate income tax rate: Social contribution on tax: REGISTRATION DOCUMENT 2015 / SPIE SA

259 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 6. List of Subsidiaries and Equity Interests Subsidiaries and equity interests (1) (2) A. Detailed information Subsidiaries (+50% of share capital held by the company) Share capital Reserves and carry forward before appropriation of earnings Share of capital held (%) Book values of securities held Gross Net Loans and advances granted not yet repaid 1,440,669,595 1,440,669, ,751,799 Amount of bonds and endorsements given by the company Taxexclusive revenues of last financial year Income for the last financial year Dividends received by the company during financial year Financière SPIE 678, ,214, % 1,440,669,595 1,440,669, ,751, ,127, ,727,045 Equity interests (10 to 50% of the share capital) to be detailed B. Overall information concerning the other subsidiaries and equity interests not covered in A French subsidiaries (all) Foreign subsidiaries (all) (3) Equity interests in French companies Equity interests in foreign companies TOTAL 1,440,669,595 1,440,669,595 (1) The book value of which exceeds a certain percentage (determined by the legislation) of the share capital of the company legally bound to publication. When the company has annexed a consolidated accounts balance sheet to its balance sheet, in compliance with the legislation, this company only gives information comprehensively (section B), by distinguishing (a) French subsidiaries (all) and (b) foreign subsidiaries (all). (2) For each subsidiary and entity with which a company has an equity connection, indicate the name and registered office. (3) Foreign subsidiaries and equity interests which, for exceptional reasons, are not recorded in section A, are recorded in these categories. 257

260 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 7. Identity of Consolidating Companies The accounts of the company are included, in accordance with the global consolidation method, in the consolidated accounts of the company: SPIE SA Joint stock company with a share capital of 72,415, Company registered under French law Campus Saint-Christophe Europa 10, avenue de l Entreprise Cergy-Pontoise Cedex RCS Pontoise Other Operations not recorded on the Balance Sheet The company has no operation with the affiliated parties to mention REGISTRATION DOCUMENT 2015 / SPIE SA

261 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements 9. Personnel Benefits: Annex 1: pension liabilities provision for lump sum payments on retirement. Valuation of liabilities Total current value of the liabilities as of January 1, ,543,621 Normal expenditure for the financial year 503,476 Interest expenditure 326,102 Contributions paid by employees Modifications of scheme - Acquisitions of business - Assignments of business - Transfer of personnel 41,745 Liquidations/Reductions in scheme/redundancies - Actuarial losses (and gains) (334,566) Benefits paid (560,481) Other - Total current value of liabilities as of December 31, ,519,897 Hedging of liabilities Market value of funds invested as of January 1, ,469,436 Actual return of funds (144,358) Employer s contributions - Employee contributions - Modifications of scheme - Acquisitions of business - Assignments of business - Transfer of personnel - Reductions in scheme - Liquidations of scheme - Benefits paid (560,481) Other - Market value of fund invested as of December 31, ,764,596 Expenditure The pension costs covered can be broken down as follows: Normal expenditure for the financial year 503,476 Interest expenditure 326,102 Return expected from funds (189,389) Amortisation of modifications of scheme - Amortisation of actuarial losses (and gains 772,044 Effect of reductions/liquidations/redundancies - Net cost over the period 1,412,234 Financial hedging 7,755,301 Actuarial (losses) and gains not recognised (2,596,130) Costs of past services not recognised - AMOUNT PROVISIONED IAS 19/EMPLOYEE BENEFITS 5,159,171 The discounting rate is 2% and the method of retirement is valued on the voluntary departure. 259

262 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Auditors report on the Company s annual statutory financial statements for the financial year ended December 31, 2015 This is a free translation into English of the statutory auditors report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users. The statutory auditors report includes information specifically required by French law in such reports, whether modified or not. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors assessments of certain significant accounting and auditing matters. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances, transactions or disclosures. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to the shareholders. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. SPIE SA Year ended December 31, 2015 Statutory auditors report on the financial statements To the Shareholders, In compliance with the assignment entrusted to us by both a collective decision of your partners and your statutes, we hereby report to you, for the year ended December 31, 2015, on: the audit of the accompanying financial statements of SPIE SA; the justification of our assessments; the specific verifications and information required by law. These financial statements have been approved by the board of directors. Our role is to express an opinion on these financial statements based on our audit. I. Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France; those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit involves performing procedures, using sampling techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the financial statements. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at December 31, 2015 and of the results of its operations for the year then ended in accordance with French accounting principles. Without qualifying our opinion, we draw your attention to the matter set out in the Note 1.3 to the financial statements which discloses the terms of financial debt refinancing and the Notes 1.1 and 7 to the financial statements which disclose the terms of the Initial Public Offering and their impacts on the consolidated financial statements for the year ended December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

263 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements II. Justification of our assessments In accordance with the requirements of article L of the French commercial code (Code de commerce) relating to the justification of our assessments, we bring to your attention the following matters: Accounting estimates Your Company records a provision for impairment of intangible assets and investments in affiliates as disclosed in notes 2.3 and 2.5 to the financial statements. Our work consisted in assessing the methods implemented by your company to estimate the value in use of the goodwill and the investments in affiliates and we made sure of the reasonableness of the assumptions and of the related estimates. These assessments were made as part of our audit of the financial statements, taken as a whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report. III. Specific verifications and information We have also performed, in accordance with professional standards applicable in France, the specific verifications required by French law. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the management board, and in the documents addressed to the shareholders with respect to the financial position and the financial statements. Concerning the information given in accordance with the requirements of article L of the French commercial code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favor, we have verified its consistency with the financial statements, or with the underlying information used to prepare these financial statements and, where applicable, with the information obtained by your company from companies controlling your company or controlled by it. Based on this work, we attest the accuracy and fair presentation of this information. In accordance with French law, we have verified that the required information concerning the purchase of investments and controlling interests and the identity of shareholders or holders of the voting rights has been properly disclosed in the management report. Neuilly-sur-Seine and Paris-La Défense, April 20 th, 2016 The statutory auditors PricewaterhouseCoopers Audit French original signed by Yan Ricaud ERNST & YOUNG et Autres French original signed by Henri-Pierre Navas 261

264 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements AUDITORS FEES The fees (excluding taxes) paid to the auditors for the financial years 2014 and 2015 are shown below: Ernst & Young et Autres In thousands of euros (Tax excluded) % In thousands of euros (Tax excluded) PricewaterhouseCoopers Audit Audit services Independent audit, certification, review of the parent company and consolidated financial statements SPIE SA Fully consolidated subsidiaries 1,594 1, , Other work and services directly related to the audit engagement SPIE SA (1) (1) Fully consolidated subsidiaries Sub-total 2,448 3, ,976 1, Other services rendered by the networks to the fully consolidated subsidiaries Legal, tax, social security Other Sub-total TOTAL 2,503 3, ,089 2, (1) Including approximately 1.1 million in fees with regard to limited reviews relating to the quarters ended March 31, June 30 and September 30, 2014 carried out in the context of the first IPO project in 2014 ( 678,000 for Ernst & Young et Autres and 393,000 for PricewaterhouseCoopers Audit). % DATES OF THE MOST RECENT FINANCIAL INFORMATION The latest financial information of the Group that have been verified by the statutory auditors are the consolidated financial statements as of December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

265 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements DIVIDEND DISTRIBUTION POLICY The Company paid no dividend for the financial years ended December 31, 2013 and The Group s future dividend distribution policy is described in Section 12.2 of this Registration Document. With regard to the financial year 2015, a proposal will be put to the Shareholders General Meeting to distribute a dividend of 0.50 per share (1), with payment scheduled for May 31, LEGAL PROCEEDINGS AND ARBITRATION Due to the complex nature of the services provided by the Group and the multiplicity of its customers, the Group may be involved in legal, arbitration, administrative or regulatory proceedings in the normal course of its business. The Group records a provision as soon as there is sufficient probability that such disputes result in costs to be paid by the Company or by one of its subsidiaries, and the amount of such costs can be reasonably estimated. As of the date of this Registration Document, the Group has no knowledge of any governmental, legal or arbitration proceedings (including any proceedings of which the Group is aware, either pending or threatened) other than those described below, that could have or has had, during the last twelve months, significant impacts on the financial position or profitability of the Company or the Group. As of December 31, 2015, the total amount of the Group s provisions for litigation amounted to 42.4 million Anti-competitive practices in South-Western France In a decision in October 2011, the French competition authority (Autorité de la concurrence française, the ADLC) convicted ten companies, including SPIE Sud-Ouest, on the grounds that between 2003 and 2005, they had engaged in concerted practices with competitors in connection with calls for tender in the electrification and electrical installation markets in the Southwest region of France. The ADLC ruled that artificially high prices resulted from those practices and ordered SPIE Sud-Ouest to pay a fine of 5.1 million. In November 2011, SPIE Sud-Ouest filed an appeal of this decision before the Paris Court of Appeal, contesting the grounds of the sentence and the amount of the fine. However, in 2012, SPIE Sud-Ouest paid the fine it was ordered to pay. It is specified that 90% of this amount was reimbursed to the Group by AMEC in accordance with the indemnity undertaking made to the Group by AMEC in connection with the AMEC s 2006 sale of the Group to PAI Partners (pursuant to which AMEC is required to reimburse the Group, for certain disputes, up to 90% of amounts paid by the Group as a result of a court order, the AMEC Indemnity Undertaking ). In March 2013, the Paris Court of Appeal dismissed the appeal of SPIE Sud-Ouest which therefor filed an appeal before the French Supreme Court (Cour de cassation). In a judgment dated October 2014, the French Supreme Court reversed the decision, but only regarding the confirmation of the amount of the penalty imposed against SPIE Sud-Ouest, the decision of the Paris Court of Appeal of March 2013 and sent the parties back to the Paris Court of Appeal sitting in a different formation. In a decision dated January 2016, the Paris Court of Appeal reduced the monetary sanction of SPIE Sud-Ouest to an amount of 4.5 million. This decision is being appealed before the French Supreme Court (Cour de cassation) Recourse of the Île-de-France Region Lycées of Île-de-France In a decision of May 2007, the French Competition Council (Conseil de la concurrence), which became the ADLC, condemned that several companies, including certain Group companies, on the grounds that between 1991 and 1996, they had engaged in anti-competitive practices in connection with the award of contracts to renovate secondary school buildings in the Île-de-France region. In February 2010, on the basis of this ruling, the Île-de-France Region filed with a claim before the Paris Civil Court of First Instance (tribunal de grande instance) to obtain that the companies and (1) Representing approximately 40% of the adjusted consolidated net income attributable to the Group, which for 2015 amounted to million (see the adjusted net income attributable to the Group reconciliation table included in Chapter 3 and section of this Registration Document). 263

266 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements individuals involved be ordered to pay the region in solidum the sum of million, an amount subsequently reduced to million, together with interest at the statutory rate since July 1997, in respect of the losses it claimed to have suffered as a result of these illegal agreements. In December 2013, the Paris Civil Court of First Instance ruled that the action of the Île-de-France region was time-barred and that its claims were inadmissible. In January 2014, the Île-de-France Region appealed the ruling before the Paris Court of Appeal. In October 2014, the Prefect of Paris and the Île-de-France Region addressed to the public prosecutor at the Paris Court of Appeal a denial of jurisdiction asking to transmit it to the President of the Paris Court of Appeal and to invite the parties to file an appeal before the administrative court. By a decision dated June 2015, the Paris Court of Appeal rejected the denial of jurisdiction. By an order dated July 2015, the préfet of the Île-de-France Region then escalated the conflict. By a decision dated November 2015, the Conflict Court confirmed the conflict order taken by the préfet of the Île-de-France Region and declared void the procedure before the Paris Court of Appeal and the decision issued by this Court of Appeal in June The Conflict Court having decided on the administrative jurisdictions having jurisdiction over this case, the Administrative Court will be ceased of the case. The Group believes that it has strong arguments to challenge the existence and the amount of the damages allegedly caused to the Region by the Group. In addition, the Group believes that these proceedings are covered by the AMEC Indemnity Undertaking Recourse by SNCF EOLE In a decision in March 2006, the French Competition Council, which became the ADLC, convicted several companies, including two Group companies, on the grounds that they had engaged in anti-competitive practices in connection with the award of tenders related to the public works sector in the Île-de-France region. On the basis of this ruling, which was confirmed by a decision of the French Supreme Court (Cour de cassation) in October 2009, SNCF filed a claim in March 2011 with the French Administrative Court of Paris (tribunal administratif de Paris) asking that the companies convicted in 2006 be jointly ordered to pay it the sum of 59.6 million, for indemnification for the loss it had allegedly suffered as a result of the anti-competitive practices relating to contracts entered into for the construction of the EOLE line. In July 2014, the Clerk s office of the Administrative Court of Paris (greffe du tribunal administratif de Paris) sent to the relevant companies, which include subsidiaries of the Group, a new supplementary and recapitulative brief from SNCF. SNCF amended its requests and to cancel the procurement contract relating to the public works necessary for construction of the underground railway station Magenta in connection with project EOLE (Lot 34B) and therefore requested a joint order against the relevant companies, including SPIE, to pay an amount of approximately million, which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF has also instituted proceedings to cancel the procurement contract relating to the public works necessary for construction of the underground railway station Saint-Lazare in connection with project EOLE (Lot 37B) and therefore requested a joint order against the relevant companies including SPIE to pay an amount of approximately million, which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF also requested from the Administrative Court of Paris a joint order against these companies to guarantee the payment of the abovementioned amounts requested, up to the amount of the cost overruns, namely 33.9 million for the Lot 34B and 37.2 million for the Lot 37B, for indemnification for the loss it had allegedly suffered as a result of the anti-competitive practices of the other companies which participated in the tender but were not granted the Lot. The inquiry was closed in February On March 8, 2015, the pleading hearing took place and the decision is pending. The Group believes that these proceedings are covered by the AMEC Indemnity Undertaking Arbitration proceedings with Morgan Sindall in the United Kingdom SPIE Matthew Hall Limited, one of the subsidiaries of SPIE UK Limited, holds a 32% stake in a joint venture formed with the British public works group Morgan Sindall, which holds the remaining 68%. The joint venture was created in order to undertake construction works to renovate the Faslane naval base in the United Kingdom. Completion of the construction works took place in May In the context of these works, the joint venture acted as subcontractor to Turner Estate Solutions Limited ( TES ), which itself entered into a contract with the British Secretary of State for Defence. This contract provided a target price of GBP 92 million (90 million of which for the services provided by the joint venture), reflecting a specific allocation of risks between the two parties. This price could change as a function REGISTRATION DOCUMENT 2015 / SPIE SA

267 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements of the modifications required by the customer and of the progress or delays in the work, to reach a final price upon completion of the project. Because of significant delays and modifications to the work initially planned, the Secretary of State for Defence in June 2008 paid TES a price of GBP 117 million, and was forced by an adjudication process to pay TES an additional GBP 30 million (including 28 million in principal and 2 million in interest) for extra costs. The arbitral decision is expected during the next months. In November 2009, the Secretary of State for Defence initiated proceedings with the Edinburgh Arbitration Court to obtain repayment of this GBP 30 million on the grounds that the work had defects. TES filed second arbitration proceedings in the same court in order to obtain the payment of additional GBP 29 million, believing that the final price of the contract was GBP 174 million (including 171 million for the services provided by the joint venture). In October 2015, the Ministry of Defense, TES and the jointventure concluded transactional agreements relating to the cases that were the object of the two arbitration proceedings. Under these agreements, the obligations of SPIE Limited are limited to the repairment of defective work up to its share in the joint-venture Dispute relating to the Cancéropole in Toulouse In September 2006, SAS Toulouse Cancéropole, the contracting authority, awarded all building trades work for a building complex for use as a research laboratory and offices to SPIE Batignolles Sud Ouest ( SBSO ), which subcontracted five lots in September 2007 to a temporary group of enterprises composed of the companies SPIE Sud-Ouest, Quercy Confort and Omega concept for a total flat price of 22.3 million before tax. In December 2009, the temporary group of enterprises submitted to SBSO a statement for approximately 7 million because of additional work not paid, the extension of the project duration and damaging disorganisation. SBSO rejected this demand and claims from the temporary group of joint enterprises the total sum of around 12.8 million for the general and final accounting ( DGD ). The temporary group rejected this DGD and filed action against SBSO in February 2011 in the Toulouse Commercial Court. The Toulouse Commercial Court nullified the subcontracting contract signed with SBSO. The Court of Appeal did not uphold the ruling of the Commercial Court on the nullity of the subcontracting contract, but appointed a court expert to determine the accounts between the parties. In a judgment of October 2013, the Court of Cassation upheld the order of the Toulouse Court of Appeal. In September 2013, SBSO filed action against the contracting authority, investors and the general contractors in the Regional Court of Toulouse to make the court expert appraisal in progress enforceable against them. The Court expert filed its report in July Subject to the independent appraisal of the Toulouse Court of Appeal, it did not confirm the amount requested by SBSO, which amounts to approximately 12.8 million, and estimated that the amount owed by SBSO to the ad hoc group of businesses could amount to 1.7 million (excluding taxes). SBSO submitted its conclusions in November 2014 limiting its request against the ad hoc group of businesses to 908,818. In January 2015, the ad hoc group of businesses also submitted its conclusions and asked the Court of Appeal to order SBSO to pay it the amount retained by the Court expert, i.e. 1.7 million and an additional amount of 922,755 with regard to other items on which the Court expert did not take a position. In February 2016, the Toulouse Court of Appeal condemned SBSO to pay to the ad hoc group the sum of 1,755,793 plus interests at the legal rate as from February 2011 and capitalised as from January This decision might be appealed before the French Supreme Court (Cour de cassation). 265

268 CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS, FINANCIAL POSITION AND RESULTS OF THE GROUP Company s statutory statements Investigation in the context of bid tenders launched in the public lighting sector in Ardèche In November 2013, pursuant to an inquiry request from the Ministry of the Economy and Finance, and a request from the DIRECCTE of Rhône-Alpes citing five bid tenders launched in the public lighting sector in Ardèche, inspections and seizures were performed in 11 companies, including one branch of SPIE Sud-Est. On the date of this Registration Document, no complaint or charges have been notified to SPIE Sud-Est Investigation in the context of a market in Finistère In January 2015, inspections and seizures were performed by law enforcement officers (officiers de police judiciaire) in SPIE Ouest Centre in the context of an inquiry relating to award of some markets relating to the building of a plant in Finistère in On the registration date of this Registration Document, no prosecution came to the knowledge of SPIE Ouest Centre SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION To the Company s knowledge, there has been no significant change in the financial or commercial position of the Group since December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

269 CHAPTER 21 Cargill, Switzerland SPIE has contributed to the expansion and increase in capacities of the Protector animal nutrition site in Lucens, from the electrical installations and automatic devices to the fibre-optic network. ADDITIONAL INFORMATION SHARE CAPITAL Paid up share capital and authorised but unissued share capital Non-equity securities Other securities giving rights to capital Shares held by or on behalf of the Company Conditions governing any acquisition right and/or any obligation attached to capital subscribed but not paid up Share capital of any company of the Group that is the subject of an option or an agreement that stipulates placing it under option Change in the Company s capital over the last three years MEMORANDUM AND ARTICLES OF ASSOCIATION Corporate purpose Provisions of the Articles of Association governing the administrative and management bodes Internal rules of the Board of Directors Rights, privileges and restrictions attached to shares (Articles 10, 11, 12 and 13 of the Articles of Association) Modifications of the capital and rights attached to the shares Shareholders General Meetings (Article 19 of the Articles of Association) Stipulations that allow delaying, deferring or preventing a change in control of the Company Declaration of thresholds and identification of shareholders Regulations applicable to foreign investments in France Specific clauses governing changes in the share capital

270 CHAPTER 21: ADDITIONAL INFORMATION Share capital SHARE CAPITAL Paid up share capital and authorised but unissued share capital As of the date of registration of this Registration Document, the share capital of the Company amounted to 72,415,793.32, divided into 154,076,156 ordinary shares with a par value of 0.47, fully paid up. The Company s Shareholders General Meeting, which met on May 7, 2015, adopted the following financial authorisations: Subject of the Resolution Authorisation granted to deal in the shares of the Company Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares Delegation of authority to the Board of Directors to increase the share capital by capitalisation of premiums, reserves, profits or other amounts Delegation of authority to the Board of Directors to decide the share capital increase by way of a public offering by issuing shares and/or other securities giving access to the share capital, while maintaining the preferential subscription rights Delegation of authority to the Board of Directors to decide the share capital increase by issuing shares and/or other securities giving access to the share capital without preferential subscription right (6) Delegation of authority to the Board of Directors to decide the issuance of shares and/or other securities giving access to the share capital without preferential subscription rights by way of private placement pursuant to Article L II of the French Financial and Monetary Code (Code monétaire et financier) Term of the Authorisation Maximum Nominal Amount 18 months Up to a limit of 10% of the total number of shares comprising the share capital or 5% of the total number of shares with the purpose of holding them for subsequent payment or exchange in connection with potential external growth transactions 26 months With a limit of 10% of the share capital by 24 months period Use during the financial year months 13,500,000 Decision of the Board of Directors on October 29, 2015: share capital increase of 942, by raising the par value from around to Nominal amount remaining available: 12,557, Nil Nil 26 months 34,000,000 (1) 1 billion for debt securities (2) Nil 26 months 13,500,000 (1) 1 billion for debt securities (2) (5) 26 months 13,500,000 (1) 1 billion for debt securities (2) (5) Nil Nil REGISTRATION DOCUMENT 2015 / SPIE SA

271 CHAPTER 21: ADDITIONAL INFORMATION Share capital Subject of the Resolution Authorisation granted to the Board of Directors in case of issuance of shares and/or other securities giving access to the share capital without preferential subscription rights by way of public offerings or private placements pursuant to Article L II of the French Financial and Monetary Code (Code monétaire et financier), to decide fix the issuance price in accordance with the terms and conditions fixed by the Shareholders General Meeting (6) Authorisation granted to the Board of Directors to increase the number of securities to be issued in the case of a share capital increase with or without preferential subscription rights Delegation of authority to the Board of Directors to increase the share capital by issue of shares or other securities giving access to the share capital without preferential subscription rights, following the issue by subsidiaries of the Company of securities giving access to the share capital of the Company Delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated individuals without preferential subscription right (employees and officers of the Company and of companies being related to it) Authorisation granted to the Board of Directors to attribute freely new or existing shares to the benefit of employees and Directors of the Company and to related companies Authorisation granted to the Board of Directors to attribute stock options to the employees and eligible Directors of the Group Term of the Authorisation Maximum Nominal Amount 26 months Within the limit of 10% of the (1) (5) capital per annum 1 billion for debt securities (2) 26 months Within the limit provided by law (to date, 15% of the initial issuance) (1) 26 months Limit of 10% of the share capital and limit of 7,000,000 (1) 1 billion for debt securities (2) Use during the financial year 2015 Nil Nil Nil 26 months 13,500,000 (1) (5) Nil 18 months 2,750,000 (1) (3) Board of Directors meeting of July 28, 2015 and decisions of the Chairman and CEO of September 29 and December 10, 2015: share capital increase by a nominal amount of 1,915, Nominal amount remaining available: 834, months 3% of the number of shares forming the capital at the date of the decision to allocate them (1) (3) (4) 38 months 3% of the number of shares forming the capital at the date of the decision to allocate them (1) (3) (4) Nil Nil (1) The total maximum nominal amount of the capital increases capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling fixed at 34,000,000 concerning the current or any future capital increases. (2) The total maximum nominal amount of the issuance of debt securities capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling fixed at 1 billion for the issue of debt securities. (3) The total maximum nominal amount of the capital increases capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling of the transactions reserved to the employees fixed at 2,750,000. (4) A sub-ceiling of 10% of all the shares or options, as the case may be, granted during each financial year, is applicable to the allocations to the Directors. (5) A sub-ceiling of 13,500,000 is applicable to these issues. (6) Including in the context of a public exchange offer initiated by the Company (Article L of the French Code de commerce). 269

272 CHAPTER 21: ADDITIONAL INFORMATION Share capital A proposal will be put to the Shareholders General Meeting to be held on May 25, 2016 to adopt the following financial delegations: Subject of the Resolution Authorization granted to the Board of Directors to trade the Company s shares (share buy-back program) Authorization granted to the Board of Directors to reduce the share capital by cancelling treasury shares Delegation of authority to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts Delegation of authority to the Board of Directors to decide the share capital increase, with preferential subscription rights, by issuing shares and/or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued Delegation of authority to the Board of Directors to decide the share capital increase, without preferential subscription rights, by way of a public offering, by issuing shares and/or other securities giving access to the share capital, and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued (6) Delegation of authority to the Board of Directors to decide the share capital increase, without preferential subscription rights, by way of private placements pursuant to Article L II of the French Financial and Monetary Code, by issuing shares and/ or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/ or equity securities to be issued Delegation of authority to the Board of Directors to determine the price of the shares in accordance with the terms and conditions set by the General Shareholders Meeting in case of a share capital increase, without preferential subscription rights, by way of a public offering or private placements pursuant to Article L II of the French Financial and Monetary Code, up to a limit of 10% of the share capital per year (6) Delegation of authority to the Board of Directors to decide to increase the amount of issuances with or without preferential subscription rights Delegation of authority to the Board of Directors to issue shares or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/ or equity securities to be issued without preferential subscription rights in remuneration of contributions in kind up to a limit of 10% of the share capital Term of the Authorisation Maximum Nominal Amount 18 months Up to a limit of 10% of the total number of shares comprising the share capital or 5% of the total number of shares with the purpose of holding them for subsequent payment or exchange in the context of potential external growth transactions 26 months Up to a limit of 10% of the share capital by 24 months period 26 months 14,500,000 (approximately 20% of the share capital) 26 months With respect to the share capital increase: 36,000,000 (1) (approximately 50% of the share capital) With respect to issuance of debt securities: 1,000,000,000 (3) 26 months With respect to the share capital increase: (1) (2) 14,500,000 (approximately 20% of the share capital) With respect to issuance of debt securities: 1,000,000,000 (3) 26 months With respect to the share capital increase: (1) (2) 14,500,000 (approximately 20% of the share capital) With respect to issuance of debt securities: 1,000,000,000 (3) 26 months With respect to the share capital increase: (1) (2) 14,500,000 (approximately 20% of the share capital) With respect to issuance of debt securities: 1,000,000,000 (3) 26 months Up to the limit set forth by the applicable regulation (15% of the initial issuance as of today) (1) 26 months With respect to the share capital increase: 7,000,000 (1) (approximately 10% of the share capital) With respect to issuance of debt securities: 1,000,000,000 (3) REGISTRATION DOCUMENT 2015 / SPIE SA

273 CHAPTER 21: ADDITIONAL INFORMATION Share capital Subject of the Resolution Delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated individuals without preferential subscription rights (employees and officers of the Company and other Group companies) Authorization granted to the Board of Directors to issue free new or existing shares to the benefit of employees and Directors of the Company and other Group companies Authorization granted to the Board of Directors to issue stock options to the employees and eligible Directors of the Group Term of the Authorisation 26 months 2,750,000 (1) Maximum Nominal Amount (1) (4) 18 months 2,750,000 (1) (4) (5) 38 months Up to 3% of the share capital (1) (4) (5) 38 months Up to 3% of the share capital (1) Delegation of authority subject to the global maximum nominal amount of share capital increases of 36,000,000 (approximately 50% of the share capital). (2) A sub-limitation amount of 14,500,000 (approximately 20% of the share capital) is applicable to these delegations of authority. (3) Delegation of authority subject to the global maximum nominal amount of issuances of debt securities of 1,000,000,000. (4) Subject to the maximum nominal amount of issuances of shares reserved for employee of 2,750,000. (5) A sub-ceiling of 10% of all the shares or options, as the case may be, granted during each financial year, is applicable to the allocations to the Directors. (6) Including in the context of a public exchange offer initiated by the Company (Article L of the French Code de commerce) Non-equity securities On the date of registration of this Registration Document, the Company has issued no non-equity security Other securities giving rights to capital On the date of registration of this Registration Document, the Company holds 390 treasury shares. The Shareholders General Meeting held on May 7, 2015 had authorised the Board of Directors, for a period of 18 months as from the date of the Shareholders General Meeting, and with the right to sub-delegate its powers, in accordance with applicable legal and regulatory provisions, to implement a buy-back programme for the repurchase of the shares of the Company, in accordance with the provisions of Articles L et seq. of the French Commercial Code, Articles to of the AMF General Regulations (Règlement général de l AMF), Regulation (EC) No. 2273/2003 of the European Commission of December 22, 2003 and the market practice accepted by the AMF. The Board of Directors did not implement the share buy-back programme during the financial year 2015; no transaction therefore took place in connection therewith in As a result, it will be proposed to the Shareholders General Meeting of the Company which will be held on May 25, 2016 to renew this authorisation and to adopt the following resolution: The Board of Directors shall be authorized, with faculty of sub-delegation in accordance with legislative and regulatory provisions, to implement a buy-back programme for the repurchase of the shares of the Company, in accordance with the provisions of Articles L et seq. of the French Commercial Code, Articles to of the AMF General Regulations (Règlement général de l AMF), Regulation (EC) No. 2273/2003 of the European Commission of December 22, 2003 and the market practice accepted by the AMF, and therefore to purchase, on one or several times and when it deems appropriate, such number of shares of the Company that may not exceeding: 10% of the total number of shares constituting the Company s share capital at any given time; or 5% of the total number of shares constituting the Company s share capital if the shares are purchased by the Company with the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution. 271

274 CHAPTER 21: ADDITIONAL INFORMATION Share capital These percentages apply to a number of shares adjusted, as necessary, to take into account the transactions which may impact the share capital after the given Shareholders General Meeting. Acquisitions made by the Company may under no circumstance result in the Company holding at any time more than 10% of the shares composing its share capital. These shares may be acquired, pursuant to the decisions of the Board of Directors for the following purposes: to ensure liquidity and an active market in the Company s shares through an investment services provider pursuant to a liquidity agreement in accordance with the code of ethics recognised by the AMF; granting for free or assign shares to the executive officers and to employees of the Company and the other entities of the Group, and in particular in the context of (i) any profitsharing scheme of the Company; (ii) any Company s stock option plans in accordance with the provisions of Articles L et seq. of the French Commercial Code; or (iii) any employee savings plan sponsored by the Company pursuant to the provisions of Articles L et seq. of the French Employment Code or (iv) any free granting of shares in accordance with the provisions of Articles L et seq. of the French Commercial Code, as well as any hedging operation related to these operations subject to the conditions set out by the market authorities and at such times as, the Board of Directors or the person acting under the delegation of powers of the Board of Directors deems appropriate; delivering the Company s shares upon exercise of the rights attached to securities giving access, directly or indirectly, to the Company s share capital through repayment, conversion, exchange, presentation of a warrant or in any other manner as provided by law, as well as for the purpose of any hedging operation related to these operations subject to the conditions set out by the market authorities and at such times as, the Board of Directors or the person acting under the delegation of powers of the Board of Directors deems appropriate; holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions, in accordance with the market practice accepted by the AMF and by applicable regulation; cancelling all or part of the shares thus repurchased; to implement any market practice accepted by the AMF from time to time, and more generally, perform all operations or any other accepted operation, in accordance with applicable laws and regulations. The maximum purchase price per share shall not exceed, excluding charges, 33. The Board of Directors may, nevertheless, in the event of transactions relating to the Company s share capital, and in particular in case of a change in the nominal value of the share, a capital increase through capitalisation of reserves followed by the issue and the free allotment of shares, a stock split or stock consolidation, adjust the maximum purchase price referred to above in order to take into account the impact of such transactions on the value of the share. The acquisition, sale or transfer of these shares may be made and paid for by all appropriate means in accordance with applicable laws and regulations, on a regulated market, on a multilateral trading systems, systematic internaliser or on an over-the-counter market, including by the purchase or sale of blocks, by using options or other financial derivatives or warrants, or more generally, by using securities granting rights to shares of the Company, at such times as the Board of Directors deems appropriate. All powers are granted to the Board of Directors, with the right to sub-delegate, in order to carry out, in accordance with applicable legislative and regulatory provisions, all authorised allocation and, as necessary, reallocations of repurchased shares for the purposes of the program or any of its objectives, or their sale, on or off market. The Board shall also be granted all powers, with faculty of sub-delegation under applicable legislative and regulatory conditions, to implement this authorisation, to specify its terms as necessary, and to set the conditions, in accordance with the terms of the legislative provisions and of this resolutions, and in particular take any trade order, conclude any agreement, in particular for maintaining the register of share purchases and sales, make all declaration to the AMF or any other competent authority, establish any information document, complete all formalities, and in general, do all that is necessary. The Board of Directors shall inform the shareholders, as provided by law, of transactions carried out pursuant to this authorization. This authorization shall cancel and replace the one granted by the fourth resolution of the Shareholders General Meeting of May 7, 2015, and is granted for a term of heighten (18) months as from the Shareholders General Meeting of May 25, REGISTRATION DOCUMENT 2015 / SPIE SA

275 CHAPTER 21: ADDITIONAL INFORMATION Share capital Shares held by or on behalf of the Company On the date of registration of this Registration Document, the Company does not directly hold any of its shares Conditions governing any acquisition right and/or any obligation attached to capital subscribed but not paid up Share capital of any company of the Group that is the subject of an option or an agreement that stipulates placing it under option Nil. Nil Change in the Company s capital over the last three years Date Type of transaction Capital before transaction Number of shares before transaction Number of shares after transaction Par value Capital after transaction 01/11/2012 Capital increase 36,634,070 36,634,070 39,634, ,634,070 06/11/2015 Capital increase 39,634,070 39,634, ,000, ,557, /29/2015 Capital increase by raising the par value of the shares 69,557, ,000, ,000, ,500,000 12/10/2015 Share employee offering 70,500, ,000, ,076, ,415,

276 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association MEMORANDUM AND ARTICLES OF ASSOCIATION Corporate purpose The purpose of the Company, in France and abroad, is (i) the activity of a holding company that holds financial interests in any form (majority or non-controlling) in French or foreign companies and enterprises and (ii) the providing of commercial, financial, accounting, legal, tax, technical; administrative, IT as well as negotiation of any type of contracts and management assistance and advising services and any other type of services to the benefit of companies, entities or consortium. Generally, the Company is authorised to perform any commercial, industrial or financial operation that may be directly or indirectly related, in whole or in part, to the purpose cited above or to all other related or complementary activities or those which could contributed to its expansion or development Provisions of the Articles of Association governing the administrative and management bodes Internal rules of the Board of Directors The description below summarised the main provisions of the Articles of Association and internal rules governing the Board of Directors, particularly its operational procedures and powers. The internal rules specify the provisions relating to the Board of Directors cited below, the organisational and operational conditions, the powers and authority of the Committees that the Board has created (see Section 16.3 of this Registration Document) Board of Directors (Articles 15, 16 and 17 of the Articles of Association and 1, 2, 3, 4 and 7 of the internal rules) Members The Company is administered by a Board of Directors of at least three members and no more than eighteen, subject to exceptions allowed by law. The Board of Directors ensures that the proportion of independent members is, to the extent possible, equal to at least one-third of the Directors, at least two thirds of the Audit Committee, and more than half of the Compensation Committee. In accordance with the AFEP-MEDEF corporate governance code of publicly traded companies, a member of the Board of Directors is independent if he has no relationship of any kind with the Company, its Group or its management that might compromise the exercise of his freedom of judgment. At the time of each replacement or nomination of a member of the Board of Directors and at least once a year before the publication of the Company s Annual Report, the Board of Directors conducts an evaluation of the independence of each of its members (or candidates). During this evaluation, the Board of Directors, after an opinion from the Nominating Committee, reviews the qualification of each of its members (or candidates) on a case by case basis, with regard to the criteria cited below, the specific circumstances and the situation of the interested party in relation to the Company. The conclusions of this review are reported to the shareholders in the Annual Report and, as applicable, to the Shareholders General Meeting at the time of the election of the members of the Board. The Board of Directors can designate one or several non-voting Directors, up to a limit of three. The non-voting Directors can be natural persons or legal persons, chosen among the shareholders or outside. The term of office of the non-voting Directors is four years, except for resignation or early termination of office decided by the Board of Directors. The terms of exercise of their mission, including their potential compensation, are set out by the Board of Directors. The nonvoting Directors are eligible for re-election. They are called to the Board of Directors meetings and participated in the deliberations of the Management Committee but with a right of discussion only. Designation During the life of the Company, Directors are nominated, renewed or dismissed under the conditions stipulated by the laws and regulations in force and these Articles of Association. The Articles of Association and the Internal Rules of the Board of Directors provide that each Director must own at least 100 shares during the entire term of office and, in any event, no later than six (6) months after his election. Consumer loans of shares by the Company to the members of the Board of Directors are not allowed. This obligation does not apply to the employee shareholders who may be named to the Board. Also, REGISTRATION DOCUMENT 2015 / SPIE SA

277 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association at its meeting of March 10, 2016, the Board of Directors issued a recommendation pursuant to which Independent Directors shall own 1,500 shares of the Company, to be acquired over a two-year period. At the time they take office, the members of the Board of Directors must register their shares. This is also true for any shares subsequently acquired. Duties The term of office of Director is four years. Directors may be re-elected. They may be dismissed at any time by the ordinary Shareholders General Meeting. Directors must not be over the age of 75 (it being specified that the number of Directors over the age of 70 years old shall not exceed one third of the Directors in place) and are governed by the applicable laws and regulations governing total number of offices and positions held. Identity of the Directors Directors may be individual or legal entities. At the time they are elected, legal entities must appoint a permanent representative who is subject to the same conditions and obligations, and who incurs the same responsibilities as he were a Director in his own name, without prejudice to the joint liability with the legal entity he represents. The office of permanent representative is given for the duration of the term of office of the legal entity he represents. If the legal entity revokes the appointment of its permanent representative, is must immediately notify the Company, by registered mail, of this dismissal and the name of its new permanent representative. This is also required in the event of the death, resignation or extended inability of the permanent representative. Chairman of the Board of Directors The Board of Directors elects a Chairman from among its individual members. The Chairman is elected for a term that may not exceed his term as Director. He may be re-elected. The Chairman of the Board of Directors shall organise and direct the work of the Board, and report on that work to the Shareholders General Meeting. He ensures the correct operation of the bodies of the Company and, in particular, ensures that the Directors are in a position to perform their mission. Senior Independent Director On a proposal from the Appointments Committee, the Board of Directors may appoint from among its independent individual members a Senior Independent Director for a term which may not exceed the term of his mandate as Member of the Board. This appointment is mandatory when the functions of Chairman of the Board of Directors and of Chief Executive Officer are combined and optional otherwise. The functions of the Senior Independent Director are detailed in Section Senior Independent Director of this Registration Document. Deliberations of the Board of Directors The Board of Directors assumes the missions and exercises the powers granted to it by law, the Articles of Association of the Company and the internal rules of the Board of Directors. The Board of Directors defines the strategies for the business of the Company and monitors implementation. Subject to the powers expressly attributed to Shareholders General Meetings, and within the limits of the corporate purpose, the Board considers any question affecting the correct operation of the Company, and rules the Company s affairs through its resolutions. The Board of Directors conducts the controls and verifications it deems appropriate. The Board of Directors meets when called by the Chairman, the Senior Independent Director or one of its members as often as the Company s interests require; it is specified that the frequency and duration of Board meetings must be such that they allow in-depth review and discussion of matters falling within the jurisdiction of the Board of Directors. The Board of Directors may validly deliberate, even in the absence of a notice of meeting, if all members are present or represented. The Board of Directors shall validly deliberate only if at least half of the members are present. Decisions shall be adopted by a simple majority of the members present or represented. In the event of a tie vote, the Chairman of the meeting shall cast the deciding vote. The following decisions are subject to prior authorisation by the Board of Directors voting by simple majority of the members present or represented: (i) (ii) Approval or amendments to the business plan or to the budget (including investment budgets together with the related financing plan) of the Company, including the consolidated annual budget of the Group; Any investment (except paragraph (iii) below) not approved according to paragraph (i) above, in the context of the business plan or the budget, for an amount of more than ten million euros ( 10,000,000); 275

278 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association (iii) Any external growth transaction or takeover or acquisition of stake, provided that this transaction involves an enterprise value or a transaction amount higher than thirty million euros ( 30,000,000), or a company or a business with an annual revenue higher than hundred million euros ( 100,000,000) counterparty risk; (iv) Any launch of a significant business not within the usual scope of the companies of the Group or any decision to stop or reduce significantly the main businesses of the Group; (v) Constitution of security interests (endorsement and guarantees) by the Company for the benefit of a third party, except guarantees granted to customs and tax authorities in the normal course of business; (vi) Any decision to participate in a project involving a company of the Group up to an amount higher than fifty million euros ( 50,000,000), together with the entry in any agreement of an overall amount equal or higher than fifty million euros ( 50,000,000); (vii) Any amendment to the bylaws of the Company; (viii) Proposition in relation with any financial undertaking or any operation of indebtedness that would lead the leverage ratio of net debt on EBITDA of the Group to be above a certain amount set annually by the Board of Directors; (ix) Any decision of issuance of any securities granting access to the share capital of the Company (including stockoptions plan, any Company savings plan or, any incentive mechanism of the employees of the Group); (x) Any decision to amend the compensation conditions, fixed, variable, in cash or in kind, of the executive officers of the Company; (xi) Any disposal of a company belonging to the Group or any disposal of one or several of its main businesses, provided that this transaction involves an enterprise value or a transaction amount higher than fifty million euros ( 50,000,000) or a company or a business with an annual revenue higher than hundred and fifty million euros ( 150,000,000); and (xii) Any merger, spin-off, or contribution in kind involving a company of the Group and a third company provided that this transaction involves an enterprise value of the third company or a transaction amount higher than fifty million euros ( 50,000,000) or a company or a third company or enterprise with an annual revenue higher than hundred and fifty million euros ( 150,000,000). Compensation of Board members On the recommendation of the Compensation Committee, the Board of Directors: freely distributes among the members the Directors fees allocated to the Board of Directors by the Shareholders General Meeting, taking into consideration the actual participation of the Directors on the Board and in the Committees; determines the amount of the Chairman s compensation; may also allocate exceptional compensation to certain members for the missions or mandates assigned to them. The Board of Directors reviews the pertinence of the level of Directors fees with regard to the tasks and responsibilities of the Directors General Management (Article 18 of the Articles of Association) Method of management The management of the Company is assumed, under his responsibility, either by the Chairman of the Board of Directors, or by another individual, appointed by the Board from Board members or outside the Board, who holds the title of Chief Executive Officer. The Board of Directors chooses between these two methods of management at any time and at least each time the appointment of the Chief Executive Officer or the term of office of the Chairman expires when the Chairman also assumes general management of the Company. Shareholders and third parties shall be informed of this choice under the conditions required by regulations. When management of the Company is performed by the Chairman of the Board of Directors, the following provisions concerning the Chief Executive Officer shall apply to the Chairman. In this case, he holds the title of Chairman-Chief Executive Officer. General Management On the recommendation of the Chief Executive Officer, the Board of Directors may appoint one or more individuals charged with assisting the Chief Executive Officer, who holds the title of Chief Operating Officer. There may be no more than five Chief Operating Officers. The Chief Executive Officer and Chief Operating Officers may not be older than REGISTRATION DOCUMENT 2015 / SPIE SA

279 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association The term of office of the Chief Executive Officer or the Chief Operating Officers is determined at the time they are appointed, but this term may not exceed the term of office on the Board, if applicable. The Chief Executive Officer may be dismissed at any time by the Board of Directors. This is also true for the Chief Operating Officers, on the recommendation of the Chief Executive Officer. If dismissal is decided without grounds, it may result in damages, except when the Chief Executive Officer assumes the position of Chairman of the Board of Directors. When the Chief Executive Officer ceases or is prevented from performing his duties, the Chief Operating Officers retain their duties and powers, unless decided otherwise by the Board of Directors, until the appointment of the new nouveau Chief Executive Officer. The Board of Directors determines the compensation of the Chief Executive Officer and the Chief Operating Officers. Powers of the Chief Executive Officer and the Chief Operating Officers The Chief Executive Officer is vested with the most extensive powers to act in all circumstances in the name of the Company. He shall exercise those powers within the limits of the corporate purpose and subject to the powers attributed expressly to the Shareholders General Meeting and the Board of Directors by law. He represents the Company in its relations with third parties. The Company is committed by the acts of the Chief Executive Officer which do not fall within the corporate purpose, unless it proves that the third party knew that the act exceeded this purpose or that the third party could not have been aware of this fact given the circumstances; simple publication of the Articles of Association is not sufficient to establish such proof. Decisions of the Board of Directors limiting the powers of the Chief Executive Officer are not enforceable against third parties. In agreement with the Chief Executive Officer, the Board of Directors determines the scope and duration of the powers granted to the Chief Operating Officers. The Chief Operating Officers have the same powers as the Chief Executive Officer with respect to third parties. The Chief Executive Officer or the Chief Operating Officers may, within the limits set by the laws in force, delegate the powers they deem appropriate, for one or more specific purposes, to all agents, even outside the Company, individually or in a committee or commission, with or without possibility of substitution, subject to the limitations stipulated by law. These powers may be permanent or temporary, and include or exclude the option of substitution. The delegations so granted retain all their effects despite the expiration of the term of office of the person who granted them Rights, privileges and restrictions attached to shares (Articles 10, 11, 12 and 13 of the Articles of Association) Fully paid-up shares are in registered or bearer form, at the shareholder s discretion, under the conditions defined by the regulations in force. Each share gives a right to a share of the profits and corporate assets in proportion to the percentage of capital it represents. Moreover, it gives the right to vote and to representation at Shareholders General Meetings under the conditions set by law and the Articles of Association. A double voting right will be granted to the benefit of shares fully paid-up which have been held in registered form by the same shareholder for at least two (2) years. For the calculation of such shares holding period, the Company s shares holding period preceding the date of admission to trading of the Company s shares on the regulated market of Euronext Paris is not taken into account. Pursuant to Article L , second subparagraph of the French Commercial Code, in the event of a share capital increase by capitalisation of reserves, profits or premiums, the double voting right is granted as from their issue to new shares allocated free of charge to a shareholder due to old shares for which the shareholder benefits from the same right. This double voting right may be exercised at any Shareholders General Meeting. The double voting right automatically ceases when the share is converted to the bearer form or is subject to a transfer of ownership. Shareholders are liable for losses only up to the amount of their contributions. The rights and obligations attached to a share remain with the share when it is transferred. Ownership of a share legally implies compliance with the Articles of Association and the resolutions of the Shareholders General Meeting. Whenever it is necessary to hold several shares to exercise a right, individual shares or a number of shares less than the number required give no rights to their owners against the Company; in this case, it is the responsibility of the shareholders to combine the number of shares necessary. Shares are indivisible with respect to the Company. Co-owners of indivisible shares are represented at Shareholders General Meetings by one of the owners or by a single agent. If they disagree, the agent shall be designed by the court at the request of one of the co-owners. 277

280 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association If there is a beneficial owner, the share registration must show the existence of the beneficial ownership. Except where otherwise stipulated in an agreement notified to the Company by registered mail with return receipt, the voting right belongs to the beneficial owner in ordinary Shareholders General Meetings and to the bare owner in extraordinary Shareholders General Meetings. Registered or bearer shares are freely negotiable, except where otherwise stipulated by laws or regulations. They are registered in an account and are transferred, with respect to the Company, by a transfer between accounts, under the conditions defined by the laws and regulations in force Modifications of the capital and rights attached to the shares Insofar as the Articles of Association make no specific provision, modification of the rights attached to the shares is governed by law Shareholders General Meetings (Article 19 of the Articles of Association) Notice and place of meeting Shareholders General Meetings are called under the conditions, in the forms and deadlines set by law. They are held at the registered office or at any other location indicated in the notice of meeting Agenda The meeting agenda is provided on the notices and letters of meeting; it is decided by the author of the notice. The meeting may deliberate only on items indicated on the agenda; however, in all circumstances it may dismiss one or more Directors and replace them. One or more shareholders representing at least the percentage of capital required by law, and acting under the statutory conditions and within the statutory time periods, have the option to require the inclusion of proposed resolutions on the agenda Access to meetings Any shareholder has the right to attend Shareholders General Meetings and participate in the deliberations personally or through an agent. Any shareholder may participate at meetings in person or through his agent, under the conditions defined by the regulations in force, with proof of his identity and the ownership of his shares in the form of accounting registration under the conditions defined by the laws and regulations in force. On the decision of the Board of Directors published in the notice of meeting to use such telecommunications methods, shareholders who attend the meeting via videoconference or other telecommunication or electronic transmission methods, including the Internet, which allow identification under the conditions required by the regulations in force, are deemed present for the calculation of quorum and majority. On a decision by the Board of Directors, any shareholder may vote remotely or give his proxy pursuant to the regulations in force using a form prepared by the Company and sent to the Company under the conditions defined by the regulations in force, including electronic or broadcast transmission methods. This form must be received by the Company under the regulatory conditions to be counted. Meetings are chaired by the Chairman of the Board of Directors or, if he is absent or unable to do so, by the member of the Board of Directors specifically delegated for this purpose by the Board of Directors. If not, the meeting elects its own Chairman. Minutes of meetings are prepared and the copies are certified and delivered as required by regulations. The legal representatives of shareholders who are legally incapacitated or the individuals representing legal entities shall participate in meetings, whether or not they are shareholders themselves Attendance sheet, officers, minutes At each meeting, an attendance sheet containing the information required by law shall be kept. Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a Director specifically delegated for this purpose by the Board of Directors. If not, the meeting shall elect a Chairman. The duties of tellers are performed by the two members of the meeting who are present and accept the duties and who themselves or as agents have the largest number of votes. The officers name the secretary, who does not have to be a shareholder. The mission of the officers is to verify, certify and sign the attendance sheet, to ensure the proper conduct of discussion, to settle incidents at meetings, to count the votes cast, and to ensure the meeting is properly conducted and that minutes are prepared REGISTRATION DOCUMENT 2015 / SPIE SA

281 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association Minutes are prepared and copies or excerpts of the resolutions are issued and certified as required by law Ordinary Shareholders General Meeting The Ordinary Shareholders General Meeting is a meeting called to make all decisions that do not amend the Articles of Association. It meets at least once a year within six months after the closing of each fiscal year to approve the financial statements for the year and the consolidated financial statements. On the first notice of meeting, it may legally deliberate only if the shareholders present or represented, or voting by mail and electronically, hold at least one-fifth of the voting shares. On the second notice of meeting, no quorum is required. It rules by a majority of the votes held by the shareholders present, represented or who have voted by mail or electronically Extraordinary Shareholders General Meeting Only the Extraordinary Shareholders General Meeting is authorised to amend all provisions of the Articles of Association. It may not, however, increase shareholders commitments, subject to operations resulting from a legally performed consolidation of shares. It legally deliberates only if the shareholders present, represented or who have voted by mail or electronically, hold at least one quarter of the voting shares on the first notice of meeting, and one-fifth of the voting shares on the second notice. If the second quorum is not reached, the second meeting may be moved to a date no more than two months from the date on which it was called. The meeting rules by a two-thirds majority of the votes of the shareholders present, represented or voting by mail or electronically. However, under no circumstances may the extraordinary Shareholders General Meeting increase the commitments of the shareholders or damage the equality of their rights unless this is done by unanimous vote of the shareholders Stipulations that allow delaying, deferring or preventing a change in control of the Company Declaration of thresholds and identification of shareholders As long as the Company s shares are listed for trading on a regulated market, in addition to the declarations of thresholds expressly stipulated by the laws and regulations in force, any individual or legal entity who comes to hold directly or indirectly, alone or in concert, a fraction of 1% of the capital or voting rights (calculated pursuant to the provisions of Articles L and L of the French Commercial Code and the provisions of the general regulation of the AMF), or any multiple of this percentage, must notify the Company of the total number of (i) shares and voting rights he holds directly or indirectly, alone or in concert (ii) securities giving future rights to the capital of the Company which he holds directly or indirectly, alone or in concert and the voting rights potentially attached to said shares, and (iii) shares already issued which this person may acquire under an agreement of financial instrument stipulated in Article L of the Monetary and Finance Code. This notification must be made, by registered mail with return receipt, within a period of four market days from the date the relevant threshold is crossed. The obligation to inform the Company also applies, within the same deadlines and under the same conditions, when the shareholder s interest in the capital or voting rights falls below one of the aforementioned thresholds. If the threshold declaration obligation cited above is not met, and at the request of one or more shareholders representing at least 1% of the capital or voting, recorded in the minutes of the Shareholders General Meeting, the shares that exceed the fraction that should have been declared shall be deprived of the voting right until the expiry of a period of two years after the notification is regularised. The Company reserves the option to inform the public and the shareholders of either the information of which it has been notified or the non-compliance by the person in question with the aforementioned obligations. As long as the shares of the Company are listed for trading on a regulated market, the Company has the right to request identification of holders of securities that grant voting rights immediately or in the future in its Shareholders General Meetings, as well as the number of securities held, under the conditions stipulated by the laws and regulations in force. The Articles of Association of the Company contain no provisions that will allow delaying, deferring or preventing a change in control. 279

282 CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association Regulations applicable to foreign investments in France As of the date of registration of this Registration Document, the Group operates certain activities that enter in the scope of regulation applicable to foreign investments in France, in particular, with respect to National Defence. Because of these activities, the Company and the Group fall within the scope of application of laws and regulations related to foreign investments in France set out in Articles L et R et seq. of the French Monetary and Financial Code (as amended by the décret No dated May 14, 2014 related to foreign investments subject to prior approval). Pursuant to these provisions, the acquisition of the control (within the meaning of Article L of the French Commercial Code), by a foreign investor, of the Company or any of its French subsidiaries which operates activities listed in the above mentioned provisioned shall be submitted to the prior approval by the Ministry of Economy. The acquisition of more than 33.33% of the share capital or voting rights of the Company or any of its French subsidiaries which operates such activities, by an investor that is not a national of the European Union member State or of a State which has entered into a convention of administrative assistance with France, is submitted to the same procedure. Pursuant to the prior approval procedure, the Minister of Economy is in charge of verifying that the conditions in which the operation is contemplated do not impact the national interests. Thus, he may attach one or several conditions to his authorisation in order to safeguard the sustainability of the relevant activities, industrial capabilities, D&R capabilities or any related know-how. He can also, upon justification, refuse such approval, particularly in the event of negative impact on the national interests. Any operation carried out in breach of these provisions shall be null. In addition, it may be subject to financial sanction of which maximum amount account for an increase of 100% of the illegal investment and to criminal penalties provided in Article 459 of the French Customs Code Specific clauses governing changes in the share capital The Articles of Association of the Company contain no special provisions governing changes in the share capital that are stricter than the legal provisions REGISTRATION DOCUMENT 2015 / SPIE SA

283 CHAPTER 22 Eutelsat, France One of the leading world satellite operators has called upon SPIE to protect the power network of its Rambouillet teleport. MAJOR CONTRACTS See Section of this Registration Document. 281

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285 CHAPTER 23 University of Bradford, United Kingdom To develop the knowledge in action of this prestigious university, SPIE has renovated the staff offices and the teaching spaces. INFORMATION FROM THIRD PARTIES, EXPERT DECLARATIONS AND DECLARATIONS OF INTERESTS Nil. 283

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287 CHAPTER 24 Europa, France Following 16 months of construction fully managed and executed by its teams, SPIE s new registered office is a true showcase of its know-how in sustainable development and intelligent building. DOCUMENTS ACCESSIBLE TO THE PUBLIC The Articles of Association, minutes of Shareholders General Meetings and other corporate documents of the Company, as well as the historical financial information and any valuation or declaration established by an expert at the Company s request that must be available to the shareholders, as required by the applicable law, may be consulted at the Company s head office. The regulated information as defined by the general regulation of the AMF is also available on the Company s website. 285

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289 CHAPTER 25 Langa, France Use of 5 solar parks representing an installed capacity of 35 MWc. INFORMATION ON EQUITY INTERESTS The information on equity interests is provided in Section of this Registration Document in Note 27 to the consolidated financial statements of the Company for the year ended December 31,

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291 ANNEX 1 COP 21, France Provision of digital facilities and outsourcing services for the IT infrastructures in the Bourget exhibition centre. REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP STATUTORY AUDITORS REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L OF THE FRENCH COMMERCIAL CODE, ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF SPIE SA

292 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY This report is prepared under the provisions of Article L of the French Commercial Code and aims at presenting information on the composition of the Board of Directors and the implementation of the principle of balanced representation of women and men within the Board, the conditions of preparation and organisation of the Board of Director s work, the limitations that the Board of Directors has set to the powers of the General Management and the internal control and risk management procedures implemented by the Company and its consolidated subsidiaries (hereafter, the Group ), including those relating to the preparation and processing of accounting and financial information. This report also includes provisions for setting the compensation and benefits of any kind granted to executive officers and any other information as prescribed by the aforementioned legislative provisions. This report from the Chairman of the Board of Directors was presented to the Appointments Committee as regards its content relating to the composition of the Board of Director, the application of the principle of balanced representation of women and men within the Board, the conditions of preparation and organisation of the work of the Board of Director, the limitations set by the Board to the powers of the General Management and, in general, all information relating to corporate governance, to the Compensation Committee as regards its content relating to the executive officers compensation, and to the Audit Committee as regards its content relating to internal control and risk management procedures. This report has also been sent to the Company s auditors with a view to preparation of their report on this report, and to which it is attached, in accordance with Article L of the French Commercial Code. It was approved by the Board of Directors on March 10, 2016, in accordance with Article L of the French Commercial Code. This report was prepared by the Chairman of the Board of Directors, in coordination with the Finance and Legal Departments and with the Risk Control and Internal Audit Department of the Group. A. Corporate governance 1. Preliminary remarks The year 2015 was marked by the Initial Public Offering (IPO) of the Company on June 10, With respect to corporate governance matters, this report therefore covers the period of 2015 from June 10, 2015, first day of trading of the Company s shares on the regulated market of Euronext Paris, insofar as corporate governance rules applicable to companies whose shares are admitted to trading on a regulated market only became applicable to the Company as from its IPO (this period is referred to as the 2015 Applicable Period ). 2. Corporate Governance Code In terms of corporate governance, the Company refers to and, subject to what is stated in this report, complied during the 2015 Applicable Period and complies as of the date of this report, with the recommendations relating to corporate governance set forth in the Corporate Governance Code for listed companies published by the AFEP and the MEDEF in December 2008, as updated in November 2015 (the AFEP- MEDEF Code ). The AFEP-MEDEF Code is available on the websites of the AFEP ( and of the MEDEF ( Recommendations of the AFEP-MEDEF Code that are not applied Article 14 ( ) Terms should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of Directors. The Annual Report should detail the dates of the beginning and expiry of each Director s term of office, to make the existing staggering clear. ( ) Justification For historical reasons related to the shareholding of the Company and the existence of shareholders agreement among its main shareholders since its IPO, the terms of offices of the Directors were not staggered. While considering that the absence of staggered renewal does not hinder the proper functioning of the Board of Directors, the Company contemplates that the Board of Director shall review the terms of offices of the next block renewals and possibly provide for shorter terms REGISTRATION DOCUMENT 2015 / SPIE SA

293 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Recommendations of the AFEP-MEDEF Code that are not applied Article 17.1 It [The Appointments Committee] must not include any executive Director and must mostly consist of Independent Directors. However, the Chief Executive Officer shall be associated with the Appointments or Nominations Committee s proceedings. In the event that the offices of Chairman of the Board of Directors and Chief Executive Officer are separate, the Chairman may be a member of this Committee. Article The Chairman of the Board, the Chief Executive Officer, the deputy Chief Executive Officers, the members of the Management Board or the statutory manager of a limited stock partnership are required to hold as registered shares until the end of their term of office a significant number of shares periodically determined by the Board of Directors or the Supervisory Board. The number of shares, which may be made up of exercised stock options or performance shares, must be significant and increasing, where necessary, to a level determined by the Board. For each executive Director, the Board may use either a reference to the annual compensation, or a significant fixed number of shares, or in the case of shares resulting from the exercise of the options or performance shares, a significant percentage of the capital gain net of the taxes and social contributions and of expenses related to the transaction, or a combination of these references. Regardless of the standard used, it will need to be compatible with potential performance criteria and must be periodically reviewed in the light of the executive Director s situation, at least upon each renewal of the directorship. Justification The Appointments Committee comprises four members, with one independent member. The composition of this Committee is therefore not compliant with the recommendation of the AFEP-MEDEF Code. Given the stakes represented by the appointment of Directors, which is closely linked to the evolution of the shareholding of the Company, it was decided that two representatives of the main shareholders of the Company and the Chairman and CEO shall sit in this Committee. In order to keep a consistent size with regard to the other Committees of the Board of Director, this composition does not allow more Independent Directors within this Committee. Pursuant to the Company s by-laws, each Director (except for the Director representing the employee-shareholders and the Director representing the employees) must hold at least 100 shares of the Company, in registered form. The Board of Directors did not set a higher number of shares that the Chairman and CEO should hold. However, as of the date of this report, the Chairman and CEO holds 2,434,396 shares of the Company, i.e., a very significant number of shares representing 1.6% of the share capital, all in registered form. In the context of the Company s IPO, the Chairman and CEO (along with certain managers and executive officers of the Group) undertook to keep all the shares he held as of the date of the IPO, i.e., all the 2,434,396 shares he holds as of the date hereof, during a period of at least 365 days after the settlement-delivery of the Company s IPO, i.e., until June 10, 2016 (included). 3. Composition and functioning of the Board of Directors and the Board Committees a. Composition and functioning of the Board of Directors Composition The Company s by-laws provide that the Board of Directors comprises between three and 18 members, who shall not be older than 75 years-old (provided that the number of Directors over 70 years-old shall not exceed one third of the Directors in office) and appointed for renewable 4-year term. Directors are appointed by the Shareholders General Meeting upon proposal from the Board of Directors, itself receiving proposals from the Appointments Committee. Their office may be terminated at any time by the Shareholders Ordinary General Meeting. The by-laws further provide that the Board of Directors may appoint one or more non-voting Directors, with a maximum of three, for renewable four-year term. Non-voting Directors are convened to the meetings of the Board of Director and take part in the deliberations in advisory capacity. In accordance with Article L of the French Commercial Code, the Board of Directors comprises a Director representing the employee-shareholders, appointed by the Shareholders Ordinary General Meeting among the members of the Supervisory Board of the employee mutual fund (fonds commun de placement d entreprise FCPE) holding shares of the Company on behalf of the employees. The Board of Directors also comprises a Director representing the employees. The term of office of the members of the Board of Directors is four years. The term of office of each Director expires immediately after the meeting of the shareholder s annual Ordinary General Meeting deliberating on the financial statements for the preceding financial year and held during the year during which the term expires. For historical reasons related to the shareholding of the Company and the existence of shareholders agreement among its main shareholders since its IPO, 291

294 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY the terms of offices of the Directors were not staggered. While considering that the absence of staggered renewal does not hinder the proper functioning of the Board of Directors, the Company contemplates that the Board of Director shall review the terms of offices of the next block renewals and possibly provide for shorter terms. Since June 10, 2015, the Board of Directors comprises 12 Directors, among which one representative of the employee-shareholders and one representative of the employees, and three non-voting Directors. The Directors and non-voting Directors of the Company come from various backgrounds and have diverse skills. Six Directors and two non-voting Directors have foreign nationality. Nine nationalities are therefore represented within the Board. In accordance with the provisions of Article 15-6 of the Company s by-laws and of Article 2.10 of the Internal Rules of the Board of Directors, each Director must hold at least 100 shares, except for the Director representing the employeeshareholders and the Director representing the employees, who are not required to hold a minimum number of shares of the Company. Also, at its meeting of March 10, 2016, the Board of Directors issued a recommendation pursuant to which the Independent Directors shall own 1,500 shares of the Company to be acquired over a two-year period. The table below presents the composition of the Board of Directors during the 2015 Applicable Period: Age Nationality Appointment Term of Main function within the Group Name date office Directors Gauthier Louette 54 French Chairman and CEO Denis Chêne 54 French Director Group Chief Financial Officer Justin Méthot 40 Canadian Director Roberto Quarta 66 American Director Italian Christian Rochat 50 Swiss Director Éric Rouzier 40 French Director Daniel Boscari 58 French Director representing the employees Group project finance manager and Director of municipality development Gabrielle van Klaveren-Hessel 54 Dutch Director representing the employee-shareholders Payroll manager at SPIE Nederland Michel Bleitrach 70 French Independent Director (1) Sir Peter Mason 69 British Independent Director (1) Senior Independent Director (2) Sophie Stabile 45 French Independent Director (1) Regine Stachelhaus 60 German Independent Director (1) Non-voting Directors Baudoin Lorans 37 French American Non-voting Director (3) Alexandre Motte 42 French Non-voting Director (3) Alfredo Zarowsky 63 French Argentine Non-voting Director (3) Advisor to the Chairman (4) (1) As regards the assessment of the independence of the Directors, see below. (2) As from December 8, (3) As regards the method of appointment, the missions and prerogatives of the Non-voting Directors, see above and Chapter 21 Additional Information of the 2015 Registration Document to which this report is attached. (4) As from January 1, Until then: Senior Vice President, Strategy and Group Development REGISTRATION DOCUMENT 2015 / SPIE SA

295 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The composition of the Board primarily reflects the commitments undertaken by Clayton, Dubilier & Rice ( CD&R ), Ardian and the Caisse de Dépôt et Placement du Québec ( CDPQ ) vis-à-vis the Company at the time of its IPO. Indeed, these commitments provide in particular that CD&R, Ardian and CDPQ (together, the Consortium ) will be represented on the Board of Directors by a maximum of (i) four Directors among the candidates that it will propose, including three Directors proposed by CD&R and one Director proposed by CDPQ and (ii) one Non-voting Director proposed by Ardian. This representation will be modified in the event of a sale of shares by the members of the Consortium, upon request from the Company and as follows: (i) CD&R will be represented respectively by three, two or one Director(s) for so long as it owns at least, directly or indirectly, respectively 25%, 15% or 5% of the Company s share capital, (ii) Ardian will be represented by one Non-voting Director for so long as it owns at least, directly or indirectly, 2% of the Company s share capital, and (iii) CDPQ will be represented by one Director and one Non-voting Director for so long as it owns at least, directly or indirectly, 5% of the Company s share capital. If CD&R is only represented by two Directors for the reasons described above, CDPQ will be represented by a second Director, provided that CDPQ holds, directly or indirectly, at least 15% of the Company s share capital. The composition of the Board of Directors also reflects the desire to ensure a presence of Independent Directors in a proportion consistent with the recommendation of the AFEP-MEDEF Code that at least one third of the members of the Board of Directors be independent in controlled companies within the meaning of Article L of the French Commercial Code (see below). Independence of the members of the Board of Directors The independence criteria applied by the Board of Directors are those set forth in the AFEP-MEDEF Code. During its meeting of November 17, 2015, the Appointments Committee conducted the annual assessment of the independence of Mrs. Sophie Stabile, Mrs. Regine Stachelhaus, Mr. Michel Bleitrach and Sir Peter Mason in light of all the criteria set forth by the AFEP-MEDEF Code, based on the answers they had provided to the individual questionnaire sent to them. The conclusions of the Appointments Committee were presented and approved by the Board of Directors at its meeting on December 8, Under this analysis, the Board believes that four Directors (Mrs. Sophie Stabile, Mrs. Regine Stachelhaus, Mr. Michel Bleitrach and Sir Peter Mason) are independent under these criteria. As regards the independence criterion relating to the material business relationships, the Appointments Committee and the Board of Directors concluded that the Company and the Group do not have material business relationships with companies in which these Directors exercise functions of offices. There is also no services contract entered into between the Company or the Group and these Directors. Concerning Mrs. Regine Stachelhaus, the Appointments Committee and the Board of Directors noted that she had been appointed as a member of the Supervisory Board of SPIE GmbH in July 2015 and concluded that this does not affect her independence of judgment. Therefore, among the ten Directors of the Company during the 2015 Applicable Period and as of the date hereof, not counting the Director representing the employee-shareholder and the Director representing the employees for this purpose, the Board of Directors comprises 40% of Independent Directors, so that the proportion recommended by the AFEP-MEDEF Code is met. Senior Independent Director On December 8, 2015, the Board of Directors, upon proposal of the Appointments Committee, decided to appoint an Independent Director as Senior Independent Director and amended its Internal Rules to provide for his missions and duties. Sir Peter Mason was thus appointed as Senior Independent Director for the term of his office as Director. The Internal Rules provide that the appointment of a Senior Independent Director is mandatory when the functions of Chairman of the Board and Chief Executive Officer are combined and optional otherwise. Pursuant to the Internal Rules, the Senior Independent Director performs the following missions: Organisation of the Board of Directors: The Senior Independent Director shall assist the Chairman in his duties, in particular in the organisation and smooth functioning of the Board of Directors and its Committees and the supervision of the corporate governance and internal control. He is in particular the preferred contact for shareholders, in particular those not represented on the Board of Directors, regarding corporate governance issues. He is also responsible for providing assistance to the Board in order to ensure the smooth functioning of the Company s corporate bodies and for providing the Board of Directors with his views on the transactions on which the Board of Directors shall deliberate. In this context, he shall ensure that members of the Board of Directors are able to exercise their duties in the best possible conditions, in particular by ensuring that they receive a high level of information prior to the meetings of the Board of Directors. 293

296 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Assessment of the General Management and the Board of Directors: The Senior Independent Director meets periodically and at least once a year the non-executive Board members without the executives or in-house Directors, in order, in particular, to assess the performance of the CEO (Président-directeur général) (or of the Chairman and General Manager if the two positions are separated), and, if applicable, performance of one or more deputy managing Directors (Directeurs généraux délégués) and to think about the future of the executive management. In this context, the Senior Independent Director leads the discussions during the meeting of the Board of Directors which, following report of the Compensation Committee, assess the performance of the CEO (Président-directeur général) (or of the Chairman and General Manager if the two positions are separated), and, if applicable, performance of one or more deputy managing Directors (Directeurs généraux délégués), and determine their objectives and compensation. Similarly, if he deems necessary, the Senior Independent Director may organise, prior to the meeting of the Board of Directors deliberating on the assessment of the Board of Directors and of the Committees, a meeting among the independent members of the Board of Directors for consultation, coordination and facilitation of communication of potential recommendations to the latter. Management of conflicts of interests: The Senior Independent Director is in charge, in particular, in coordination with the Appointments Committee which he may consult and meet on these matters as necessary, of regularly performing diligences for the identification and analysis of, and information on, situations which might fall within the scope of the management and prevention of conflicts of interests within the Board of Directors and among the executive officers. He is seized or seizes himself of every conflict of interests, actual or potential, which he becomes aware of concerning the executive officers and the other members of the Board of Directors. He informs the Secretary of the Board of Directors and the Chairman of the Appointments Committee thereof and, if the latter deems necessary, the Board of Directors. The Senior Independent Director, as necessary, may provide recommendations to the Appointments Committee and to the Board of Directors on the management of potential conflicts of interests that he detected or of which he was informed. Therefore, each member of the Board of Directors is required to notify the Senior Independent Director, who reports this to the Secretary of the Board of Directors and to the Chairman of the Appointments Committee then, if the latter deems this necessary, to the Board of Directors, of any conflict of interests, even potential, of which he becomes aware, and must refrain from taking part in the vote on the corresponding resolution, where applicable. Reports: Annually, the Senior Independent Director shall establish and present to the Board of Directors an activity report to assess the type of diligences and missions conducted, in particular as regards the monitoring of all corporate governance matters and the use made of the powers recognised to him. Given that the appointment of Sir Peter Mason as Senior Independent Director took place on December 8, 2015, his first activity report will be prepared for the year Balanced representation of women and men During the 2015 Applicable Period and as of the date of this report, the Board of Directors comprises 11 Directors, not counting the Director representing the employees for this purpose, among which three women, Mrs. Sophie Stabile, Mrs. Regine Stachelhaus and Mrs. Gabrielle van Klaveren- Hessel, i.e., more than 27% of the Directors. The Company therefore complies with the provisions of Law No of January 27, 2011 relating to the balanced representation of women and men within Boards of Directors and Supervisory Boards and to professional equality, amending in particular Article L of the French Commercial Code pursuant to which this report is prepared. It is anticipated that the Board of Directors, assisted by the Appointments Committee, shall begin, during the course of 2016, the necessary steps so that the Company is in position to comply with the proportion of 40% of women on the Board of Directors that will be prescribed by law as from the 2017 shareholders Annual General Meeting called to approve the financial statements for the year ended December 31, Conditions of preparation and organisation of the work of the Board of Directors Internal Rules The Board of Directors adopted Internal Rules on the occasion of the Company s IPO and the applicable version as of the date of this report was adopted by the Board of Directors on December 8, The Internal Rules specify the rules and operating procedures of the Board of Directors, in addition to applicable legislative and regulatory provisions and to the Company s by-laws. The respective Internal Rules of the four Committees of the Board of Directors are also attached as annexes to the Board s Internal Rules. In accordance with Article 1.3 of the AFEP-MEDEF Code, the Internal Rules of the Board of Directors are available on the Company s website ( Missions of the Board of Directors The Internal Rules of the Board provide that the Board of Directors performs the duties and exercises the powers granted by law, the Company by-laws and the Internal Rules of the Board. The Board of Directors shall determine the strategic directions of the Company s business activities and ensure implementation thereof. In particular, implementation of certain specific strategic decisions is subject to prior authorisation by the Board of Directors (see below). Subject to REGISTRATION DOCUMENT 2015 / SPIE SA

297 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY the powers expressly granted by law to Shareholders General Meetings and within the scope of the corporate purpose, the Board shall be vested with the power to consider any question concerning the proper operation of the Company and shall determine by its decisions the business of the Company. The Board may conduct any such audits and investigations that it deems may be appropriate and shall be communicated with all documents it deems useful for the execution of its mission. The Board ensures good corporate governance of the Company and the Group, in compliance with corporate social responsibility principles and practices of the Group and its officers and employees. Functioning of the Board of Directors The Internal Rules of the Board of Directors provide for the arrangements for the meeting of the Board of Directors. The Board shall be convened by the Chairman, the Senior Independent Director, or one of its members by any means, including verbally. Convening notices may be addressed by the Secretary of the Board of Directors. The author of the convening notices shall determine the agenda of the meeting, after consultation with the Senior Independent Director who may, if necessary after consulting with the Chairmen of the Committees, request that the agenda be amended or that specific points be automatically added thereto. The Board of Directors shall meet at least four times a year and, at any moment, as often as required by the Company s interests. The frequency and duration of the meetings shall allow in-depth review and discussion of the matters falling within the Board s scope. The Senior Independent Director may also propose to the Chairman to convene an unscheduled meeting of the Board on a specific point whose importance or urgency would justify the necessity of holding such an extraordinary meeting. The meetings of the Board of Directors shall be chaired by the Chairman; in the absence of the Chairman, they shall be chaired by the Senior Independent Director or, in the absence of the latter, by a Board member appointed by the Board of Directors. The Board of Directors may only validly deliberate provided that at least half of its members in duties is present or represented. Members of the Board of Directors are considered to be present for purposes of forming a quorum or majority when attending meetings via videoconference or via telecommunication facilities allowing their identification and guaranteeing their effective participation, within the conditions of applicable legal and regulatory provisions. Each meeting of the Board and of the Committees shall be sufficient in duration to enable useful and meaningful debate of the agenda. The decisions shall be taken at majority of its members present or represented. In case of a split-vote, the Chairman of the meeting shall have a casting vote. The Internal Rules of the Board of Directors also recall the obligations of the members of the Board of Directors, as described in the AFEP-MEDEF Code. In particular, the Internal Rules provide that members of the Board of Directors may benefit from, after being appointed, an additional training about the specifics of the Company and companies it controls, their business and industries and that they may from time to time hear the main managers of the Company, who may be convened to attend to Board of Directors meetings. It is eventually provided that the Board of Directors shall be regularly informed of the financial situation, the treasury situation as well as the commitments of the Company and the Group and that the Chairman and CEO shall regularly provide the Board members with any information concerning the Company of which they may become aware and the provision of which they consider useful and relevant. To this effect, the Group provides the members of the Board of Directors with a report on the activity and the financial situation of the Group on a monthly basis. The Board of Directors and the Committees may also hear any experts in areas under their respective competences. Work of the Board of Directors During the 2015 Applicable Period, the main topics of which the Board was seized related to: the approval of the 2015 half-year consolidated financial statements and the review and approval of the half-year financial report and the communication related to the half-year results; the presentation of the operating situation of the Group, the financial situation, the treasury situation and the commitments of the Group, and in particular the review and approval of the communication related to the 2015 third quarter results as well as the review and approval of the updated forecasts at 2015 year-end and the approval of the 2016 budget; the implementation of financial transactions, in particular a share capital increase reserved to the Group s employees and a share capital increase by way of increase of the shares par value and incorporation of issuance premiums; monitoring the Group s situation in terms of safety; approval of the conclusion of important commercial contracts relating to the participation in projects exceeding 50 million (see below); discussions on completed or contemplated acquisitions by the Group, including approval of the conclusion of any material acquisition that involves an enterprise value or a transaction value exceeding 30 million or a company or a business with annual revenue exceeding 100 million (see below); 295

298 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY corporate governance, including the assessment of the independence of the Directors, the appointment of a Senior Independent Director, the 2016 compensation of the executive officers, the adoption of Directors charter and of a securities trading code of conduct for all employees of the Group, and various questions relating to the organisation and information of the Board of Directors and the Committees; and internal control matters and risk management. The reports of the Audit, Appointments, Compensation, and Strategy and Acquisitions Committees that were held during the 2015 Applicable Period (see below) have also been presented to the Board of Directors. Frequency of the meetings of the Board of Directors and average participation rate of the Directors During the 2015 Applicable Period, the Board of Directors met five times. The average participation rate of the Directors, in person or by proxy, during the 2015 Applicable Period was 95%. b. Composition and functioning of the Committees of the Board The Board of Directors decided to create four Committees, the Audit Committee, the Appointments Committee, the Compensation Committee and the Strategy and Acquisitions Committee, in order to assist the Board for some of its missions and concur efficiently to the preparation of certain specific matters subject to its approval. Each of the Committees is subject to its Internal Rules (annexed to the Internal Rules of the Board of Directors) and presents its reports and recommendations to the Board of Directors. Minutes of the meetings of these specialised Committees of the Board of Directors shall be prepared and communicated to the members of the Board of Directors. Audit Committee Composition The Audit Committee comprises three members, two of whom are designed among the independent members of the Board. In 2015, the members of the Audit Committee were: Sir Peter Mason (Chairman, Independent Director and Senior Independent Director since December 8, 2015), Mr. Christian Rochat and Mrs. Sophie Stabile (Independent Director). They were appointed by the Board of Directors as members of the Audit Committee based in particular on their independence and their special financial and/or accounting expertise. The composition of the Audit Committee complies with the recommendations of the AFEP-MEDEF Code. The term of office of the members of the Audit Committee coincides with their term on the Board of Directors (see above). It may be renewed at the same time as their Board membership. Missions of the Audit Committee The mission of the Audit Committee is to monitor questions relating to the preparation and control of the accounting and financial information, and to ensure the effectiveness of the process to monitor risks and internal operational control in order to assist the Board of Directors in the performance of its control and audit missions. Within this framework, the primary duties of the Audit Committee are to: monitor the process to prepare the financial information; monitor the effectiveness of the internal control and risk management systems; monitor the legal audits of the corporate and consolidated accounts by the Company s independent auditors; and monitor the independent of the independent auditors. The Audit Committee reports regularly to the Board on the performance of its missions and informs the Board of Directors immediately of any difficulty encountered. The Audit Committee meets as needed and, in any case, at least twice a year at the time of the preparation of the annual and half-year financial statements. Work of the Audit Committee During the 2015 Applicable Period, the Audit Committee met four times, to discuss the following main topics: review of the 2015 half-year consolidated financial statements, the half-year financial report and the communication related to the half-year results; review of the communication related to the 2015 third quarter results; presentation of the conclusions of the reports of the Statutory Auditors following their audit mission and their review of the internal control environment of the Group; review of the roadmap for the Risk Control and Internal Audit Department; review of the 2014 internal control assessment program within the Group; review of the internal audit program; review of the 2015 Group major risk map; review of the renewal of the mandates of the Statutory Auditors; and REGISTRATION DOCUMENT 2015 / SPIE SA

299 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY follow-up on ethics matters (presentation of facts and implemented action plans), presentation of the Group s procedures related to fraud and information on the update of the Group s procedures related to anticorruption, recourse to agents and sponsors, sub-contractors and suppliers and acquisitions. The average participation rate of the members of the Audit Committee during the 2015 Applicable Period was 83%. Appointments Committee Composition During the 2015 Applicable Period, members of the Appointments Committee were: Mr. Roberto Quarta (Chairman), Mrs. Regine Stachelhaus (Independent Director), Mr. Justin Méthot and Mr. Gauthier Louette. They were appointed by the Board of Directors as members of the Appointments Committee, based in particular on their independence and their expertise in selecting executive officers of publicly traded companies. The Appointments Committee therefore comprises four members, with one independent member. The composition of this Committee is therefore not compliant with the recommendation of the AFEP-MEDEF Code, which requires a majority of independent members within this Committee. Given the stakes represented by the appointment of Directors, which is closely linked to the evolution of the shareholding of the Company, it was decided that two representatives of the main shareholders of the Company and the Chairman and CEO shall sit in this Committee. In order to keep a consistent size with regard to the other Committees of the Board of Directors, this composition does not allow more Independent Directors within this Committee. The term of office of the members of the Appointments Committee coincides with their term on the Board of Directors (see above). It may be renewed at the same time as their Board membership. Missions of the Appointments Committee The Appointments Committee is a specialised Committee of the Board, with the primary mission of assisting the Board in determining the members of the executive bodies of the Company and its Group. In this context, it performs the following missions: appointment recommendations for members of the Board of Directors, the General Management, and Committees of the Board of Directors; and annual assessment of the independence of the members of the Board of Directors. The Appointments Committee meets as needed and, in any event, at least once a year prior to the Board meeting that decides the situation of the members with regard to the independence criteria adopted by the Company. In 2015, the Group reviewed the internal succession plan implemented for the executive officers in order to ensure the continuity and the skills of its executive team. This plan shall be presented to the Appointments Committee during the course of Work of the Appointments Committee During the 2015 Applicable Period, the Appointments Committee met twice, in order to discuss the following main topics: review of the Internal Rules of the Appointments Committee; annual assessment of the independence of the members of the Board of Directors; appointment of a Senior Independent Director and determination of his missions; organisation of the process for the evaluation of the functioning of the Board of Directors and of its Committees for the years 2015 to 2017; and information relating to changes in the composition of the General Management Committee of the Group. The average participation rate of the members of the Appointments Committee during the 2015 Applicable Period was 75%. Compensation Committee Composition The Compensation Committee is composed of three members, two of whom are independent members of the Board. During the 2015 Applicable Period, members of the Compensation Committee were: Mr. Michel Bleitrach (Chairman, Independent Director), Mrs. Sophie Stabile (Independent Director) and Mr. Roberto Quarta. They were appointed by the Board of Directors as members of the Compensation Committee based in particular on their independence and their expertise in the area of compensation for executive officers of public traded companies. The composition of the Compensation Committee complies with the recommendations of the AFEP-MEDEF Code. The term of office of the members of the Compensation Committee coincides with their term on the Board of Directors (see above). It may be renewed at the same time as their Board membership. Missions of the Compensation Committee The Compensation Committee is a specialised Committee of the Board of Directors, the principal task of which is to assist the Board in the determination and regular assessment of all compensation and benefits for executive officers or managers of the Group, including all deferred benefits and/or severance payments for voluntary or force departure from the Group. 297

300 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY In this framework, it performs the following tasks: reviews and recommends to the Board of Directors all elements and conditions of the compensation for the main executive officers of the Group; reviews and recommends to the Board the method of allocation of Directors fees; consults for recommendation to the Board of Directors on all exceptional compensation related to special missions, if any, that may be assigned by the Board to certain members. The Compensation Committee meets as needed and, in any event, at least once a year, prior to any meeting of the Board of Directors that will decide on the compensation for members of the General Management or the allocation of Directors fees. Work of the Compensation Committee During the 2015 Applicable Period, the Compensation Committee met once, to discuss the following main topics: determination of the 2016 annual fixed and variable compensation of the Chairman and CEO; review of the 2016 annual fixed and variable compensation of the other members of the General Management Committee of the Group and their evolution; review of the Group s general compensation policy as of January 1, 2016; discussion on the implementation of a bonus share scheme (plan d attribution d actions gratuites) within the Group; and setting the principles for the allocation of the Directors fees among the Directors for the year The average participation rate of the members of the Compensation Committee during the 2015 Applicable Period was 100%. Strategy and Acquisitions Committee Composition During the 2015 Applicable Period, members of the Strategy and Acquisitions Committee were: Mr. Gauthier Louette (Chairman of the Board of Directors), Mrs. Regine Stachelhaus (Independent Director), Mr. Christian Rochat, Mr. Justin Méthot and Mr. Denis Chêne. The term of office of the members of the Strategy and Acquisitions Committee coincides with their term on the Board of Directors (see above). It may be renewed at the same time as their Board membership. Missions of the Strategy and Acquisitions Committee The Strategy and Acquisitions Committee is responsible for questions relating to the Group s policy on acquisitions and financing. The Strategy and Acquisitions Committee must be consulted about any proposed transfer, acquisition or disposal, spin-off, merger or demerger by the Company or a company of the Group when the operation in question involves an enterprise value or transaction greater than 15 million or a company or business that generates revenues greater than 50 million and, more generally, when the operation in question must first be approved by the Board of Directors (see below). Work of the Strategy and Acquisitions Committee During the 2015 Applicable Period, the Strategy and Acquisitions Committee met, to discuss the project of acquisition of the company Leven Energy Services Limited (which became SPIE Leven Energy Services Limited) in the United- Kingdom. This acquisition was completed on July 22, The average participation rate of the members of the Strategy and Acquisition Committee during the 2015 Applicable Period was 100%. c. Evaluation of the functioning of the Board of Directors and the Committees of the Board The Internal Rules of the Board of Directors provide the procedures pursuant to which the Board of Directors shall assess its capacity to meet shareholders expectations by conducting periodic reviews of its composition, organisation and functioning. To that purpose, once a year, the Board of Directors shall, upon report of the Appointments Committee, devote an item of the agenda to its operating procedures, to the verification that important issues are properly prepared and discussed within the Board of Directors, and to the measuring of the effective participation and involvement of each Board member in the Board of Directors work through his or her competence and involvement in deliberations. This assessment shall be made on the basis of the answers to an individual and anonymous inquiry addressed to each member of the Board of Directors once a year. A formal evaluation shall be performed at least once every three years, possibly under the leadership of the Senior Independent Director or another independent Board member, and, when appropriate, with help from an external consultant REGISTRATION DOCUMENT 2015 / SPIE SA

301 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The Board of Directors shall assess under the same conditions and under the same frequency the operating procedures of permanent Committees created within the Board as well as the activity of the Senior Independent Director, in particular as regards corporate governance matters. During its meeting on November 17, 2015, the Appointments Committee agreed on the following process for the organisation of this evaluation by the Senior Independent Director during the next three years: 2015 Applicable Period: limited evaluation performed internally and presented to the Board of Directors on March 10, 2016; 2016: in-depth evaluation performed internally and presented to the Board of Directors of March 2017; 2017: in-depth formalised evaluation performed with the assistance of a third-party consultant and presented to the Board of Directors of March With respect to the 2015 Applicable Period, in accordance with the Internal Rules of the Board of Directors described above, a first limited evaluation, mainly focused on Board of Directors and Committee organization and Board and Committee papers, was performed by the Secretary of the Board of Directors through individual inquiry sent to each of the members of the Board of Directors. Anonymous responses were analysed and discussed by the Appointments Committee during its meeting held on February 8, 2016, with its recommendations, together with the Board evaluation results, submitted to the Board of Directors of March 10, The evaluation demonstrated a generally positive feedback with some comments suggesting areas of improvement. As a result of these comments and recommendations from the Appointments Committee, the Board of Directors has resolved to: implement an annual Board meeting specifically dedicated to reviewing strategy; conduct an annual review of acquisitions made in the previous two years; allocate more time for business and market presentations. An in-depth evaluation, in particular as regards the measure of the effective participation and involvement of each member of the Board of Directors in the Board s work and the relevance of the discussions, shall be conducted with respect to the year In 2017, the Board of Directors shall be assisted with a third-party consultant to conduct a formalised assessment, in accordance with the provisions of its Internal Rules. Given Sir Peter Mason s appointment as Senior Independent Director on December 8, 2015, he shall present his first report to the Board and the first assessment of his work shall be conducted with respect to the year Eventually, the Board s Internal Rules also provide that the non-executive Board members shall, convened by and under the chair of the Senior Independent Director, meet periodically, at least once a year, without the executives or in-house Directors, in order, in particular, to assess the performance of the Chairman and CEO, and to think about the future of the executive management. This meeting took place on December 8, 2015, chaired by Sir Peter Mason, Senior Independent Director, to discuss the main following topics, in addition to the Chairman and CEO s performance: plans for a meeting devoted to strategy; structuration of future budgets by quarter to recognise how market measures business performance; and organisation of an annual review by the Board of Directors of the senior executive team s performance. On December 8, 2015, Sir Peter Mason also met with the other Independent Directors, to discuss the main following topics: need for continuing communication between executive officers and major shareholders; and contemplated long-term incentive plan. 4. General Management a. Chief Executive Officer Mr. Gauthier Louette exercises the functions of Chairman of the Board of Directors and Chief Executive Officer of the Company. He holds the title of Chairman and CEO. He was appointed as Chairman and CEO of the Company for four years on September 26, 2014, in the context of the transformation of the Company from a simplified joint stock company (société par actions simplifiée) to a joint stock company with a Board of Directors (société anonyme à conseil d administration). His office shall terminate in 2018, immediately after the shareholders annual Ordinary General Meeting of the Company called to approve the financial statements for the financial year ended December 31, The conditions of exercise of his office, in particular his compensation, as set forth by the Board of Directors, are described hereafter and in Chapter 15 Compensation and benefits of the 2015 Registration Document of the Company to which this report is attached. b. Means of exercise of the General Management Limitations of powers Means of exercise of the General Management The functions of Chairman of the Board of Directors and Chief Executive Officer are combined since the transformation of the Company into a joint stock company with a Board of Directors. 299

302 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY To the Board of Directors, such combination constitutes a choice of organisation that is well adapted to the Company and the Group, particularly in the context of the recent IPO of the Company, and most consistent with the role previously undertaken by the current Chairman and CEO within the Group, in particular his office as President of the Company under its former corporate form of simplified joint stock company. Taking notably account of this combination of functions, on December 8, 2015, the Board of Directors, upon proposal of the Appointments Committee, appointed Sir Peter Mason as Senior Independent Director (see above). In accordance with applicable law, the Company s by-laws and the Internal Rules of the Board of Directors, the Chairman and CEO chairs the meetings of the Board of Directors, organises and leads its work and meetings and ensures a smooth functioning of the Company s corporate bodies, in ensuring in particular that the Directors are in a position to perform their mission. Limitations to the powers of the General Management The Chairman and CEO holds the widest powers to act in all circumstances in the name and on behalf of the Company, which he represents towards third parties. However, in accordance with Article 4.2 of the Internal Rules of the Board of Directors, he must obtain the prior authorisation of the Board of Directors with respect to the following strategic decisions: (i) Approval or amendment to the business plan or to the budget (including investment budgets together with the related financing plan) of the Company, including the consolidated annual budget of the Group; (ii) Any investment (except paragraph (iii) below) not approved according to paragraph (i) above, in the context of the business plan or the budget, for an amount exceeding ten million euros; (iii) Any external growth transaction or takeover or acquisition of stake, provided that this transaction involves an enterprise value or a transaction amount exceeding 30 million, or a company or a business with annual revenue exceeding 100 million; (iv) Any launch of a significant activity not within the usual scope of the companies of the Group or any decision to stop or reduce significantly the main businesses of the Group; (v) Constitution of security interests (endorsements and guarantees) by the Company for the benefit of a third party, except guarantees granted to customs and tax authorities in the normal course of business; (vi) Any decision to participate in a project involving a company of the Group up to an amount (per project) exceeding 50 million, together with the entry into any agreement of an overall amount equal or exceeding 50 million; (vii) Any amendment to the bylaws of the Company; (viii) Any proposition in relation with any financial undertaking or any operation of indebtedness that would lead the leverage ratio of net debt on EBITDA of the Group to exceed a certain amount set annually by the Board of Directors; (ix) Any decision of issuance of any securities granting access to the share capital of the Company (including stockoptions plan, any Company savings plan or, any incentive mechanism of the employees of the Group); (x) Any decision to amend the compensation conditions, fixed, variable, in cash or in kind, of the executive officers of the Group; (xi) Any disposal of a company belonging to the Group or any disposal of one or several of its main businesses, provided that this transaction involves an enterprise value or a transaction amount exceeding 50 million or a company or a business with an annual revenue higher than 150 million; and (xii) Any merger, spin-off, or contribution in kind involving a company of the Group and a third company provided that this transaction involves an enterprise value of the third company or a transaction amount exceeding 50 million or a third party company or enterprise with an annual revenue exceeding 150 million. 5. Principles and rules set forth by the Board of Directors for the compensation and benefits of any kind granted to executive officers during 2015 The compensation policy for the Company s executive officers was adapted to usual practices of listed companies and reflects the recommendations of the AFEP-MEDEF Code. a. Members of the Board of Directors During its meeting on June 9, 2015, the mixed Shareholders General Meeting decided, upon a proposal of the Board of Directors after consultation with the Compensation Committee, in the context of the Company s IPO, to increase the global annual amount of Directors fees allocated to the Board of Directors to 450,000 for the financial year 2015 and the following years, until a new decision of the Shareholders General Meeting REGISTRATION DOCUMENT 2015 / SPIE SA

303 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The rules for allocating the Directors fees among the Directors have been set forth by the Board of Directors, upon recommendation of the Compensation Committee, during its meeting on March 10, They have not changed after the decision of the Shareholders General Meeting of June 9, 2015 described above. The rules for allocating the Directors fees among the Directors have been set as follows: only Independent Directors (currently four) are entitled to Directors fees; each Independent Director receives a maximum total amount of 60,000 per year, subject to his/her participation to the meetings of the Board of Directors and of the Committees (see below); each Chairman of a Committee who is independent receives an additional amount of 10,000 per year, subject to his/her participation to the meetings of the Board of Directors and of the Committees (see below); the Independent Directors compensation is split in a fixed part (40% of the total) paid half in June and half in December, and a variable part (60% of the total), which depends on the participation in Board of Directors and Committee meetings, paid end of March of the following year after the activity report presented to the Board of Directors. This variable part shall be proportional to the participation rate to the meetings, a meeting of the Board of Directors counting for 1 and a meeting of a Committee counting for 1/2. The compensation due to each member of the Board of Directors with respect to 2015, after taking into account their participation in Board of Directors and Committee meetings, is presented in Chapter 15 Compensation and benefits of the 2015 Registration Document to which this report is attached. b. Chairman and CEO The compensation of the Chairman and CEO comprises a fixed part and a variable part based on a number of objectives set forth on an annual basis. At the end of each financial year, the Board of Directors, upon recommendation from the Compensation Committee, sets forth the amount of the fixed annual compensation for the following year as well as the level of his variable annual compensation with respect to the following year and the quantitative criteria based on which the latter shall be calculated. At the beginning of each financial year, the Board of Directors, upon recommendation from the Compensation Committee, calculates the amount of the variable annual compensation due with respect to the previous financial year based on the results of the previous year and the achievements of his quantitative and qualitative objectives, and sets forth the objectives for the qualitative part of his variable annual compensation for the current financial year. In accordance with the recommendations of the AFEP-MEDEF Code, the components of the compensation due or granted with respect to the financial year 2015 to the Chairman and CEO of the Company, as presented below, will be submitted to a consultative vote of the shareholders of the Company during the shareholders Annual General Meeting scheduled on May 25, Fixed and variable compensation with respect to financial year 2015 In accordance with the principles described above, the Board of Directors of December 3, 2014, upon recommendation from the Compensation Committee, set forth the 2015 compensation of the Chairman and CEO as follows: a gross fixed part amounting to 715,000, as compared to 687,000 in 2014, i.e., a 4.08% increase; this increase was based on a detailed study of 2014 fixed and variable compensation of executive officers of comparable companies conducted by an independent consultant firm on behalf of the Company; and an annual variable part with achieved objectives amounting to 100% of his gross fixed annual compensation, with 55% linked to EBITA, 10% linked to Operating Cash Flow, and 35% linked to individual qualitative objectives, presented below, and with an adjustment of the EBITA factor based on the performance of the Group in terms of safety. The individual qualitative objectives set forth by the Board of Directors on March 10, 2015 for the 2015 variable annual compensation are as follows: Enhance Key account Policy; Maintain readiness of SPIE for IPO in 2015 and organise SPIE as a listed Company; Relationships with shareholders and financial communication; Consolidation of SPIE GmbH integration; and Management of EXCOM. The Board of Directors held on March 10, 2016, upon proposal from the Compensation Committee and after review of the level of achievement of the quantitative and qualitative performance objectives described above, set the amount of the 2015 variable annual compensation of the Chairman and CEO to 693,920. Pension plan The Chairman and CEO benefits from a defined benefit supplemental pension plan set up within SPIE Operations in 2001 and a defined contribution supplemental pension plan established within Financière SPIE in Both plans are now within the Company. 301

304 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Severance package and non-compete The Chairman and CEO benefits from a severance package of one year of compensation (fixed plus variable excluding exceptional bonuses if any). The performance conditions, applicable to this termination indemnity, are based on the rate of achievement of the economic and financial criteria applicable to the variable part of his compensation as decided by the Board of Directors upon recommendation from the Compensation Committee (see above). The average rate of achievement of the objectives based on these criteria for the last three years must be equal to or greater than 70%. Eventually, the Chairman and CEO is a participant in the social guarantee for heads of companies (GSC) that provides, in the event of job loss, payment for 24 months of an annual benefit capped at 40% x 6 ASSC (Annual Social Security Cap) (PASS - Plafond Annuel de la Sécurité Sociale). The Chairman and CEO does not benefit from any indemnity which would be due to compensate a non-compete provision. Other benefits The Chairman and CEO benefits from a Company car. The summary tables presenting the compensation and benefits of any kinds of the Chairman and CEO with respect to the financial years 2014 and 2015 are included in Chapter 15 Compensation and benefits of the 2015 Registration Document to which this report is attached. B. Internal control and risk management 1. Principles Throughout the year, the Group provides proximity services for its clients, in naturally changing internal and external contexts. To deal with the risks inherent in carrying out its business, the Group has set up a decentralised organisation and established procedures enabling it to protect its business and limit the negative impact of these risks, where appropriate. a. Organisation of the internal control, risk management and internal audit mechanisms The internal control and risk management mechanisms contribute, together with the internal audit, to controlling activities, optimising their technical and operational performance and, finally, achieving the Group s strategic objectives: The risk management mechanism aims to anticipate risks, in order to preserve SPIE s value, assets and reputation. At Group level, it allows the identification, analysis and hierarchisation of events likely to significantly impact on the Group s objectives. It favours the definition and monitoring of actions plans corresponding to these risks. The internal control mechanism comprises all the permanent mechanisms implemented at all levels within SPIE, involved in the handling of risks (internal control standards, control points, etc.). It also contributes towards ensuring compliance with laws and regulations and with the Group s internal standards. It thus participates in the control of the Group s activities, the effectiveness of its operations and the efficient use of its resources. The internal audit is an independent and objective activity that provides the General Management with assurance of the degree of control over its operations and advice on how to improve them, based on an annual programme of work. The internal audit is also responsible for periodically assessing the relevance, effectiveness and efficiency of the Group s internal control and risk management systems. b. Internal control and risk management system The Group s internal control and risk management mechanism is adapted to its strategic guidelines and to its international development. The mechanism set up, distributed and used by the SPIE Group is based on the reference framework proposed by the AMF in 2007, supplemented by its implementing guidelines, which was updated in July 2010, and also on AMF recommendation ; it also complies with the recommendations of the report from the working group on the Audit Committee, published in July This reference framework is itself consistent with the American COSO I & II (Committee of Sponsoring Organizations of the Treadway Commission) systems. SPIE s internal control and risk management mechanism is constantly developing, so as to adapt, in keeping with the AMF s recommendations, to developments in SPIE s economic and regulatory environment, or also those of its organisation or its activities REGISTRATION DOCUMENT 2015 / SPIE SA

305 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY c. Scope of distribution of the internal control and risk management systems SPIE s internal control and risk management mechanism is designed to cover the entire Group, i.e. the parent company and all its fully consolidated subsidiaries, taking into account any local specific features and particular regulations in force. In the particular case of the entities recently acquired, the Group s internal control and risk management system must be applied within eighteen months of their integration into SPIE. d. Limits of the internal control and risk management mechanisms Within SPIE, internal control and risk management are everyone s business. These mechanisms are thus implemented permanently by SPIE s General Management, the managerial staff, local management and, finally, its operating teams. These mechanisms cannot provide an absolute guarantee that the Company s objectives will be achieved, however. The main limits relate to external uncertainties and developments; an error of judgment or instances of human failure in taking and/or implementing decisions. Moreover, in order to take into account the economic reality of the life of Group companies, but also to guarantee business secrecy and to protect its know-how, the Company has taken into account the legitimate interests of subsidiaries of the SPIE Group in view of the possible consequences of the disclosure of certain information; however when there are disclosures in this report or in Chapter 4 Risk factors of the 2015 Registration Document, to which this report is attached, certain information is deliberately omitted while always ensuring that the correct information is provided for shareholders, the market and investors. 2. The main participants in internal control and risk management and its management In 2015, the Group s organisation is based on the General Management, the corporate functional departments and the managers of the subsidiaries, within the scope defined by business area or geography. SPIE s internal control and risk management mechanism is thus implemented at the most appropriate level within the organisation of the Group, under the supervision of the Group s governing bodies and, more specifically, the Board of Directors Audit Committee, whose task, among others, is to monitor the effectiveness of the internal control and risk management systems (see above). By way of illustration, SPIE makes the safety of Company employees the focus of its concerns; mechanisms for the prevention of risk of accidents are therefore systematically adopted at operating and construction sites, but also in the subsidiaries head offices, within any entity entering the Group and, as far as possible, among the Group s subcontractors and suppliers. SPIE has thus implemented a global, coordinated internal control and risk management mechanism that is ultimately based on the definition of individual objectives shared between the management and every Group employee, to achieve the objectives set by the Board of Directors and General Management. a. The General Management Committee (Comité de direction générale, CDG) SPIE s Chairman and CEO relies on a General Management Committee (CDG) on which all the Group s subsidiaries are represented. At the date of preparing this report, the CDG is composed of nineteen members. The CDG s task is to respond to the desire to improve synergies and functioning as an integrated, listed group, while respecting the management independence of subsidiaries. This CDG is a body that reflects, consults and decides on major strategic and operating matters within the Group. The CDG meets in principle once a month; once a year it also examines the Group s internal control review and twice a year it examines the risk management mechanism (major risk mapping and monitoring of corrective action plans). b. The Administrative and Financial Department The Administrative and Financial Department is responsible for the finance division within the Group, directly through centralised functions (financial communication, accounting and taxation, financial control, management control, legal affairs and insurance, treasury and financing) and through functional links with the financial Directors of the Group s various subsidiaries reporting to it. The Chief Financial Officer reports to the Chairman and CEO; he is a member of the General Management Committee and a Director of SPIE. The main managers of the corporate financial divisions and subsidiaries form the Group s Financial Management Committee, which meets monthly. c. The Risk Control and Internal Audit Department Set up in January 2015, the Risk Control and Internal Audit Department is attached to SPIE s Chairman and CEO and reports to the Audit Committee of the Board of Directors. It coordinates the following three divisions; risk management, internal control and internal audit. 303

306 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The work performed by internal audit falls within the scope of an annual plan ratified by SPIE s Chairman and CEO, implemented based on multi-criteria analysis (production, EBITA, risks, etc.), and taking into account the auditors observations and the results of internal control self-assessment reviews carried out by the subsidiaries. This programme is based on three main types of task: development control (tasks linked to the integration of acquisitions and post-acquisition tasks); cross-tasks within the Group (control of major risks and efficiency optimisation); where appropriate, this audit plan may be adapted over the course of the year to incorporate tasks related to assurance or advice, at the discretion of the General Management, the Audit Committee of the Board of Directors or the Group s Ethics Committee. Internal auditing tasks are carried out in all the Group s subsidiaries in accordance with the code of ethics and international professional standards (Institut français de l audit interne IFACI and The Institute of Internal Auditors). The work performed by internal control is initially to prepare and ensure the development of the Group s internal control standards, in keeping with the AMF s recommendations, in collaboration with the corporate functional departments and the thirteen internal control correspondents at the subsidiaries. Its work also consists in promoting the network of approximately 150 leaders of SPIE s eighteen internal control processes, which are distributed among subsidiaries and within the Group s head office. Finally, the task of risk control is to identify, analyse, prevent and control the main risks (threats and opportunities), whatever their nature, to which the Group may be exposed in its daily operations and in the choice of its overall strategic guidelines. The Risk Control and Internal Audit Department is responsible for the overall coherence of the risk management process within the Group. It suggests solutions to reduce the potential effect on the Group of any occurrence of the risks identified. It ensures that risk management work is aligned with the Group s strategic objectives. By mapping the Group s major risks based on potential impact, possible frequency and level of control of the risks identified by the Group s executive officers, it is able to provide a consolidated overview of the risk portfolio so that an informed decision can be taken on the level of risk accepted and the allocation of the resources required for the assumption of a risk can be planned (risks / business case). In close collaboration with the subsidiaries and operating organisations to which it provides its expertise and its technical support, it ensures the monitoring of the major risks presented to the General Management Committee each year. d. Other internal control and risk management participants In their respective fields, the subsidiaries operational line managers are also major participants in everyday internal control and risk management, with the support of the central divisions concerned (finance, human resources, purchases, sustainable development, legal affairs, safety, information systems and technologies, etc.). The Go/No Go Committee, which is competent to authorise undertakings in respect of significant projects presented by the subsidiaries, the Group s Ethics Committee and the Group s Compliance Committee, replicated in each subsidiary, also play an active part in guiding internal control and monitoring it on a permanent basis. 3. Internal control and risk management mechanisms Besides the guidance provided by the main participants described above, the internal control and risk management mechanisms within SPIE also relies on four other main components: the control environment, which essentially corresponds to the values propagated within the Group; risk assessment; control activities, defined as the rules and procedures implemented to deal with risks; and finally circulation of information. a. Control environment SPIE s control environment mainly relies on the following elements, which are widely reported and disseminated in all the subsidiaries and are accessible on the Group s intranet: the securities trading code of conduct and its implementing recommendations; affirmation of SPIE s values: proximity, performance and responsibility. Each of these values forms part of an operating perspective that covers economic and managerial aspects as well as cultural, environmental and social aspects; the ten guiding principles on which SPIE relies in order to ensure successful implementation of its business plan, the driving principles that structure its approach: ethical behaviour, environmental protection, health and safety prevention, respect towards colleagues, training and investment, taking diversity into account, local commitment, listening to the client, an understanding of responsibilities, and risk control; REGISTRATION DOCUMENT 2015 / SPIE SA

307 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY since 2003, SPIE has been part of the United Nations Global Compact and ensures that its principles on human rights and rules on employment, the environment and combating corruption are applied. Its performances in this field are regularly evaluated by an independent agency that measures social responsibility; ethical business conduct constitutes a fundamental element of SPIE s approach, which is a belief that the economic performance of an enterprise cannot be disassociated from its ethical responsibility. With this in mind, the Group has created its eight principles on ethical business conduct to regulate its activities. A guide on the application of ethical principles has also been prepared which seeks to guide SPIE s employees on the right conduct they should adopt in relation to certain situations that may constitute significant risks both for the employees and for SPIE; the human resources management policy and the Corporate Human Resources Evaluation and Development Committee (CEDRE). This is a collective approach, defined annually for each corporate level: services, agencies, departments, up to the General Management, a joint process that seeks to ensure collectively that the performance of the operating unit and its human resources are matched, and on an individual level the personal and professional development of each employee. b. Risk assessment Since 2010, the Group has carried out periodic risk mapping to provide the Group s General Management Committee and the Audit Committee of the Board of Directors with a snapshot of the major risks to which the Group may be exposed, i.e. those that may jeopardise the achievement of its objectives or disrupt its activities, permanently damage its image or even the Group s key operating processes. In 2015, the Risk Control and Internal Audit Department carried out further mapping of the Group s major risks, using a methodology based on the recommendations of the AMF s working group concerning adaptation of the reference framework to the issues of risk management and internal control. This was done according to a uniform working method adopted by all of the Group s seventeen managers, who were interviewed based on a methodological guide that was established and circulated before interview. The risks were identified by families (strategy, operations, compliance and finance) and sub-families (18) through the Group s risk register. For each risk identified the causes and possible consequences were described; the impact, frequency and current and expected control levels were also assessed. The risks mentioned were finally consolidated by grouping risks presenting similar problems and based on the one man, one vote principle, so that the criticality and level of control of each of the major risks could be calculated. Finally, each risk was dealt with in a detailed individual form providing, among other things, for a specific action plan attributed to a risk owner, with a schedule of execution. Each major risk is also linked to one or more internal control point(s) and with one or more risk indicator(s), where possible. c. Control activities In general, apart from the general tasks described above, each organisation within SPIE is associated with the Group s control activities in a way that ensures that SPIE s rules, instructions and procedures are circulated, understood and applied. Since 2013, the Group has used an internal control system, initially called the SPIE rules. Following an initial expansion in 2014, this system then became known as the Group s internal control standards and led to an initial self-assessment campaign within subsidiaries of their level of internal control. At the beginning of 2015, SPIE s internal audit then reviewed this initial assessment of SPIE s internal control level within the subsidiaries. This initial assessment was presented in March 2015, firstly to the Group s Chief Executive Officers and then to the Directors who are members of the Audit Committee of the Board of Directors of SPIE and to the auditors. Action plans were then implemented in the subsidiaries; internal control reinforcement measures were also undertaken. At the same time, the internal control standards were revised by the Risk Control and Internal Audit Department, liaising with the internal control correspondents in the subsidiaries and the head office s functional departments. Redundant controls were eliminated; some were simplified, while those missing were added. A second self-assessment campaign began at the beginning of November 2015 in the Group s subsidiaries; it now covers 159 priority controls (aimed at reducing the risks associated to a major objective of the organisation) and 143 key controls (preventive or detection controls aimed at preventing or detecting the emergence of undesirable elements) distributed among SPIE s 18 internal control processes. The results of the 2015 Group internal control review will be available at the beginning of the second quarter of d. Circulation of information Internal control information is systematically made available to all SPIE employees on the Group s Intranet. It is also made available to persons requiring it through the functional departments via their network of correspondents in the subsidiaries. Certain procedures or rules may moreover form the subject 305

308 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY of ad hoc communication campaigns. As a reflection of the Group s decentralised organisation, information is always circulated by the managerial or functional organisation for best effect. 4. Internal control process relating to the preparation and handing of financial and accounting information Financial information is the result of a rigorous and exhaustive financial planning process. This process includes the following, in particular: a medium-term strategic plan; an annual budget; two complete re-estimates of the financial indicators projected to year-end; monthly statements; monthly updates on the forecasts of certain financial indicators projected to three months; monthly meetings of Management Committees of each subsidiary during which indicators are reviewed and commented on. The Group s accounting rules and methods are accessible on the SPIE intranet. The Accounting Department, attached to the Group s Administrative and Financial Department, is responsible for the integrity and reliability of SPIE s financial information (statutory and consolidated financial statements) circulated within and outside the Group. For production of the statutory and consolidated financial statements, it takes responsibility for: the preparation, approval and examination of the Group s statutory and consolidated, half-yearly and annual financial statements, as well as the projected figures; identification, consolidation and monitoring of the offbalance-sheet commitments of the Group s subsidiaries; the preparation, circulation and monitoring of the accounting procedures within the Group, ensuring their compliance with the accounting standards in force and the correct accounting translation of significant transactions; guidance on the Group s financial information system; setting the schedule and instructions on closure for the preparation of the half-yearly and annual financial statements. After collecting letters of confirmation from the management departments of the subsidiaries and the head office, the auditors present their observations on the half-yearly and annual accounts to the members of the Audit Committee and then to the Board of Directors. Finally, like any listed company, SPIE is subject to the control of the AMF. C. Other Information 1. Means for participating in Shareholders General Meeting Participation of shareholders in the Company s Shareholders General Meetings is ensured under the conditions provided under applicable law and Article 19 of the Company s by-laws. In particular, any shareholder may assist to Shareholders General Meeting and participate in the deliberations in person or by proxy or trough distant voting, under the conditions set forth in the aforementioned Article of the by-laws. 2. Elements likely to have an impact in case of takeover Information relating to elements likely to have an impact in case of takeover, as prescribed by Article L of the French Commercial Code, are presented in Chapter 18 Principal shareholders of the 2015 Registration Document to which this report is attached. Gauthier Louette Chairman of the Board of Directors Cergy-Pontoise, March 10, REGISTRATION DOCUMENT 2015 / SPIE SA

309 ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L OF THE COMMERCIAL CODE, ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY STATUTORY AUDITORS REPORT, PREPARED IN ACCORDANCE WITH ARTICLE L OF THE FRENCH COMMERCIAL CODE, ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF SPIE SA SPIE SA For the year ended December 31, 2015 This is a free translation into English of the Statutory Auditors report issued in French and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France. Statutory Auditors report, prepared in accordance with article L of the French Commercial Code, on the report prepared by the Chairman of the Board of Directors of SPIE SA To the Shareholders, In our capacity as Statutory Auditors of SPIE SA, and in accordance with Article L of the French Commercial Code (Code de commerce), we hereby report to you on the report prepared by the Chairman of your Company in accordance with Article L of the French Commercial Code for the year ended December 31, It is the Chairman s responsibility to prepare, and submit to the Board of Directors for approval, a report describing the internal control and risk management procedures implemented by the Company and providing the other information required by Article L of the French Commercial Code in particular relating to corporate governance. It is our responsibility: to report to you on the information set out in the Chairman s report on internal control and risk management procedures relating to the preparation and processing of financial and accounting information, and to attest that the report sets out the other information required by Article L of the French Commercial Code, it being specified that it is not our responsibility to assess the fairness of this information. We conducted our work in accordance with the professional standards applicable in France. Information concerning the internal control and risk management procedures relating to the preparation and processing of financial and accounting information The professional standards require that we perform procedures to assess the fairness of the information on internal control and risk management procedures relating to the preparation and processing of financial and accounting information set out in the Chairman s report. These procedures mainly consisted of: obtaining an understanding of the internal control and risk management procedures relating to the preparation and processing of financial and accounting information on which the information presented in the Chairman s report is based, and of the existing documentation; obtaining an understanding of the work performed to support the information given in the report and of the existing documentation; determining if any material weaknesses in the internal control procedures relating to the preparation and processing of financial and accounting information that we may have identified in the course of our work are properly described in the Chairman s report. 307

310 On the basis of our work, we have no matters to report on the information given on internal control and risk management procedures relating to the preparation and processing of financial and accounting information set out in the Chairman of the Board s report, prepared in accordance with Article L of the French Commercial Code. Other information We attest that the Chairman s report sets out the other information required by Article L of the French Commercial Code. Neuilly-sur-Seine and Paris La Défense, April 20, 2016 The Statutory Auditors PricewaterhouseCoopers Audit French original signed by Yan Ricaud ERNST & YOUNG et Autres French original signed by Henri-Pierre Navas REGISTRATION DOCUMENT 2015 / SPIE SA

311 ANNEX 2 Scottish Power Energy Networks, United Kingdom All services relating to overhead power lines, from the distribution network to restoration and modernization to the connection of customers and emergency measures. REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) CSR STRATEGY LABOUR INFORMATION ENVIRONMENTAL INFORMATION INFORMATION RELATING TO SOCIETAL SUSTAINABLE DEVELOPMENT COMMITMENTS METHODOLOGICAL NOTE REPORT BY ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT

312 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Report on the Company s corporate, Social and Environmental Responsibility (CSR) REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) CSR Strategy 314 Labour information 315 Employment 315 Total staff and breakdown of employees by gender, age, and geographic area 315 Hires and dismissals 315 Pay and its changes 315 Organisation of work 315 Organisation of working time 315 Absenteeism 315 Labour relations 315 Organisation of the dialogue between management and labour, in particular the procedures 315 for informing, consulting, and negotiating with staff Assessment of collective agreements 316 Health and Safety 316 Workplace health and safety conditions 316 Assessment of agreements signed with union organisations or staff representatives regarding 316 workplace health and safety Workplace accidents, particularly their frequency and severity, as well as occupational illnesses 316 Training 317 Equal treatment 317 Promotion of and compliance with the stipulations of the ILO conventions 318 Environmental information 319 General environmental policy 319 The Company s organisation to take into account environmental issues and the approaches for 319 evaluation or certification in environmental matters Actions taken to train and inform employees about protection of the environment 319 Resources devoted to the prevention of environmental risks and pollution 319 The amount of provisions and guarantees for environmental risks 319 Pollution and waste management 319 Measures to prevent, reduce, or repair emissions into the air, water, and soil seriously affecting the 319 environment Measures to prevent, recycle, and eliminate waste REGISTRATION DOCUMENT 2015 / SPIE SA

313 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Report on the Company s corporate, Social and Environmental Responsibility (CSR) Consideration of noise and any other form of pollution specific to an activity 320 Sustainable use of resources 320 Water consumption and water supply based on local constraints 320 Consumption of raw materials and measures taken to improve efficiency in their use 320 Energy consumption, measures taken to improve energy efficiency, and use of renewable energies 320 Use of soil 320 Climate change 320 Greenhouse gas emissions 320 Adapting to the impact of climate change 321 Protection of biodiversity 321 Measures taken to preserve or develop biodiversity 321 Information relating to societal sustainable development commitments 322 Territorial, economic, and social impact of the Company s business 322 Relations with persons concerned by the Company s activities 322 Conditions for dialogue with these persons or organisations 322 Partnership and sponsorship actions 322 Subcontracting and suppliers 322 Fair practices 323 Actions to prevent corruption 323 Measures taken for consumer health and safety 324 Other human rights initiatives 324 Methodological note 325 Reporting scope 325 Data collection 325 Methodological details limits 325 Controls and verification

314 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT CSR Strategy CSR STRATEGY As a player in the green economy, SPIE is involved throughout the life cycle of its clients activities: from advising and feasibility studies to keeping their most critical facilities in operational condition. SPIE s development focuses on four markets, demonstrating its desire to offer solutions allowing its clients to take environmental and societal issues into account: Smart City: Contributing to a sustainable model of urban and territorial development; E-fficient buildings: Optimising real estate performance over time through the convergence between digital technologies and services for buildings; Energies: Promoting the energy transition through a wide range of technologies and services that improve modes of production, use, and transport of energy; Industry services: Supporting manufacturers across the entire value chain to improve performance, reduce their costs, and promote their innovations. SPIE aspires to be an environmentally responsible company through both its internal and external practices, by providing innovative solutions and taking the expectations of its various stakeholders into account. social and environmental are SPIE s values. Through these three concepts, SPIE incorporates its CSR approach into its strategy. A CSR Committee, composed by members of the Executive Committee, is in charge of the CSR strategy of SPIE. It meets on a regular basis. Its function is to propose CSR objectives and supervise their realizations. Moreover, SPIE has a large network of employees responsible for managing issues related to Quality/Health/Safety/ Environment ( QHSE ) covering all the themes and led by a team dedicated to sustainable development located at the headquarters in Cergy Pontoise. All policies on the various subjects are relayed at the local level to ensure the implementation of local actions. SPIE also communicates various data related to Sustainable Development themes in its Reference Document and Annual Report, which supplement this CSR report. The main objective of the CSR report is to company with Article R of the French commercial code providing for the dissemination of quantitative or qualitative information on 42 topics relating to social, environmental, and societal data. Proximity with its teams, clients, and partners, Performance at all levels, and Responsibility including REGISTRATION DOCUMENT 2015 / SPIE SA

315 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Labour information LABOUR INFORMATION Employment Total staff and breakdown of employees by gender, age, and geographic area SPIE employed 37,662 people at December 31, 2015 versus 38,245 people at December 31, 2014 (all types of contracts: fixed-term, permanent, apprentices). 33,509 employees work in Europe (including 19,046in France) and 4,153 in the rest of the world (Africa, Middle East, Asia-Oceania, South America). Women account for 13% of the workforce. The average age is 42 years. For more information, refer to paragraph Number and breakdown of employees in the reference document to which this report is attached. Hires and dismissals In 2015, 2,343 new employees joined the Group following hires or various acquisitions by the Group. Following an adaptation to SPIE s positioning on its markets, a job-protection plan was implemented after consultation of management and labour in Germany. In France and the Oil & Gas Services subsidiary, departures are related to an adaptation of structures to the decrease in volumes of activity. The sale of the activity in Greece also led to the departure of employees. In all these geographical areas, dismissals are included in departures. Pay and its changes The pay policy deployed by SPIE includes the allocation of variable pay related to collective and individual performance. In addition to the basic pay policy, SPIE redistributes wealth through: the establishment of a profit-sharing agreement in France; the establishment of a profit-sharing agreement in the French, Belgian, and Dutch subsidiaries. SPIE associates its employees with the dynamics related to the IPO in June The Share For You 2015 operation was launched at the international level, thus opening up to 14 countries (six new countries compared with the 2011 employee mutual fund), bringing the proportion of eligible employees to nearly 90%. More than 100 meetings, marked by a strong mobilisation of management, were organised worldwide to raise employee awareness. This operation places SPIE among the European companies whose proportion of employee shareholders is considerably above the European average. Beyond the financial aspects, the ambition of Share For You 2015 is also to reaffirm the importance of the corporate culture. As such, 78.4% of employees are shareholders in France and 53.5% in the world. For more information, refer to paragraphs Pay policy / 17.3 Profit-sharing and incentive scheme agreements / 17.4 Employee shareholding in the reference document. Organisation of work Organisation of working time SPIE complies with all legal and contractual obligations regarding working time in its various subsidiaries. SPIE s activities generally do not require its employees to work in teams or with alternating working hours. The rate of employees on permanent contracts (or equivalent) is 88% in the entire Group. Considering the specific activities of the subsidiaries Oil & Gas Services and SPIE Communication for which the use of fixed-term contracts or project contracts is more frequent, the rate of employees on permanent contracts is lower in these entities. SPIE s policy is to hire employees on permanent contracts. Absenteeism SPIE monitors the absenteeism rate in all its European subsidiaries. Trends are monitored and analysed, but the data are not consolidated to date. The observed absenteeism rate does not call for any particular comment and is in line with the standards of the profession. Labour relations Organisation of the dialogue between management and labour, in particular the procedures for informing, consulting, and negotiating with staff Employees of SPIE Group companies are represented at various levels (Group/Companies/Establishments) by representatives of the representative trade unions, staff delegates, 313

316 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Labour information works councils and/or central works council, Health, Safety, and Working Conditions Committees, and the Group council. Since 1997, SPIE has had a European works council in place, consisting of representatives of the various European countries present within the Group. By unanimous agreement, the Articles of Association provide for the limitation of French representatives to 50%. Due to this composition, SPIE demonstrates a strong commitment to international openness. Discussions with staff representatives are carried out in an atmosphere of trust and mutual respect. A CSR commission, which meets bi-annually, was established within the European council. Its members worked together actively to construct the Suppliers and Subcontractors Charter. Assessment of collective agreements In its desire to negotiate and promote a serene, positive dialogue between management and labour, SPIE has made a commitment by signing collective agreements. These agreements are made primarily at the level of each subsidiary in order to adapt to the degree of maturity with regard to labour affairs at each entity. Throughout the Group, 69 collective agreements were signed over 2015 with the representatives of the representative trade unions. In France, these agreements pertain to various topics such as diversity (gender equality, disability, generation contract), pay (incentive bonus and profit sharing), working conditions (telecommuting, prevention of stress and psychosocial risks, etc.), or other subjects concerning dialogue between management and labour. The main collective agreements signed during year 2015 were: France: Group agreement on healthcare costs; Belgium: agreement to strengthen the dialogue between management and labour regarding safety; Netherlands: an agreement harmonising the terms of employment contracts between the various entities; Germany: an agreement on the establishment of a new organisation at January 1, Health and Safety Workplace health and safety conditions The health and safety of employees is a crucial issue for SPIE. Aware of its responsibility, SPIE has implemented a dedicated policy in all its subsidiaries and imposes high safety standards. SPIE ensures the development of reliable safety management systems certified according to recognised standards such as OHSAS 18001, VCA, and MASE. Given the nature of SPIE s principal activities, the main identified risks are electrical risks, road risks, and risks related to working at height. In concrete terms, several measures reflect SPIE s commitment to prevention: the performance of preventive inspections on the sites; the establishment of safety management training; the existence of a structured QHSE function duly identified within each subsidiary and at the headquarters level; the organisation of workshops and meetings with employees permitting the identification of dangerous situations and communication of associated prevention measures (for example, a world safety day was held in all the subsidiaries in June 2015, focused on electrical hazards that year); prevention of situations of stress and difficult conditions related to the activities; attention given to the equipment and maintenance of vehicles used in missions to reduce road risk. Assessment of agreements signed with union organisations or staff representatives regarding workplace health and safety The various subsidiaries of the SPIE Group sign agreements on working conditions. The main themes include telecommuting, prevention of stress and psychosocial risks, short trips, and penalties was also the opportunity to take a comprehensive look at difficult working conditions in SPIE s various French subsidiaries. This resulted in a mapping of business lines and factors of difficult conditions shared with the trade associations or unions. Workplace accidents, particularly their frequency and severity, as well as occupational illnesses The absolute frequency rate for SPIE s employees is 9.79 accidents per million hours worked (2015 acquisitions included on a pro rata basis). The rate of frequency of workplace accidents with work stoppage for SPIE s employees is 5.65 accidents per million hours worked (2015 acquisitions included on a pro rata basis). The rate of severity of workplace accidents for SPIE s employees is 0.28 days of leave per thousand hours worked (2015 acquisitions included on a pro rata basis) REGISTRATION DOCUMENT 2015 / SPIE SA

317 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Labour information SPIE had three fatal accidents in Occupational illnesses are mainly related to musculoskeletal disorders. These are reduced thanks to a prevention approach aimed at reducing risky situations, particularly through the acquisition of better equipment. Training The development of employee skills within SPIE is among the priorities of human resources. SPIE s policy focuses on developing the potential and employability of its employees. To improve this management, the S.T.A.R.S. (SPIE Talents Appraisal Recruitment Solution) tool has been deployed in most of the subsidiaries. This software permits better management of recruitment, professional development, and internal mobility. SPIE has set up an internal training centre, the Development and Skills Centre, which includes: the Management School providing managerial training, from project supervisors to Management Committee members; the Technological Institute dedicated to the Group s technicians to anticipate changes in its strategic business lines. The Technological Institute offers around twenty customised training courses responding to market trends and client needs. These courses are dedicated to rare and strategic business lines and preparing elite technicians for the business lines of the future. The main training topics are security and CSR (awareness, certifications and authorisations, etc.), operational performance (project management, negotiation, etc.), and international (languages, etc.). In particular, SPIE focuses its strategy on individuals starting their career in order to facilitate their progress in acquiring skills and responsibilities. In this sense, the SPIE Talents programme put in place five years ago, targets emerging high-potential young employees to help them develop their leadership. For more information, refer to paragraph Training in the reference document. Equal treatment SPIE pursues a policy of professional equality by making sure to organise recruitment, career management, and the personal development of employees fairly and without discrimination. This translates into the desire to ensure equal opportunities for everyone within the Group and is reflected in a Diversity Charter that formalises these commitments, implemented as actions in the subsidiaries. Starting in 2008, SPIE set up a Diversity Committee, subsequently incorporated into the CSR Committee. It is in charge of diversity at SPIE around four main themes: harmony of the generations, diversity of origins, gender diversity, and integration of people with disabilities. Harmony of the generations In order to ensure a more harmonious company and the transmission of knowledge, SPIE pays special attention to young people (under age 26), representing 8% of the workforce, as well as the more experienced (over age 57), representing 10% of the workforce. Throughout the year, SPIE implements various actions to ensure the transmission of knowledge, such as, in France, the creation of the senior employee guide for apprentice mentors, specific mentoring, training, or shadowing activities, etc. Diversity of origins SPIE is committed to integrating people from multiple social and geographical origins. This desire is reflected in the establishment of partnerships with local organisations favouring interactions with SPIE and its subsidiaries. For example, SPIE is in partnership with Plaine Commune of Saint-Denis, the home of the headquarters of SPIE Île-de- France Nord-Ouest. This partnership makes it possible to offer internship and sandwich course opportunities within SPIE. Gender diversity SPIE operates in a technical sector, which is traditionally highly male. This translates into a lower proportion of women within the Group. Several concrete actions have been put in place to promote and publicise SPIE s business lines and activities: for example, diversity breakfasts at engineering and management schools as well as the participation of Company representatives in recruitment forums dedicated to female engineers. Also, within the Company, mentoring programmes or special focus groups on women during career committees are in place to improve the growth and development of employees within the Group. 315

318 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Labour information At the end of 2015, the proportion of women stood at 13% of the overall workforce and 14% of female managers. In 2015, a large project was launched within all SPIE subsidiaries: the So SPIE Ladies network. For its operation, each subsidiary of the network has a leader who works with the head of HR development. This network, made up of both women and men, has three goals: expand professional equality and increase the diversity of teams, promote better development of women s careers, and raise employee awareness of diversity. This approach is at the initiative of brainstorming workshops to identify and exchange best practices to be implemented concretely on the theme of professional equality between women and men. Integration of people with disabilities The Disability Committee consists of disability experts who work at the local level to steer and deploy SPIE s disability policy through various types of actions: job retention, recruitment and integration, development of purchasing from the protected worker sector, awareness, and training. Throughout the year, workshops are held to educate the teams, and partnerships are formed with specialised organisations. Specific recruitment actions are also organised to attract potential candidates. For several years, SPIE has organised disability month in all its French subsidiaries. This event is the opportunity to raise awareness of all employees to the situation of persons with disabilities. The actions take place both in the offices and on the sites in order to mobilise all staff. Various awarenessraising activities are organised: interactive mobile terminals, photo contest, handisport activities, sensory awareness workshops, group fresco drawings, distribution of cartoon strips, newsletters, and videos, chats, quizzes, information on best practices, etc. Promotion of and compliance with the stipulations of the ILO conventions In 2003, to demonstrate its will and in keeping with its values, SPIE made a commitment to the United Nations by signing the Global Compact. This accession formalises the SPIE s commitment to apply a responsible, transparent approach in carrying out all its actions. SPIE has thus undertaken to adopt, support, and enact the 10 core values of the Compact (on the following four areas: human rights, labour standards, environment, anti-corruption) and promote them among all its stakeholders. This translates concretely into multiple actions, particularly the establishment of the Principles of business ethics guide (see Fair practices paragraph in this report), an SPIE suppliers and subcontractors charter (see Subcontractors and Suppliers paragraph in this report), and a workplace safety policy deployed internationally REGISTRATION DOCUMENT 2015 / SPIE SA

319 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Environmental information ENVIRONMENTAL INFORMATION General environmental policy The Company s organisation to take into account environmental issues and the approaches for evaluation or certification in environmental matters SPIE encourages its subsidiaries to obtain ISO certification for all their activities. As part of this ISO certification, SPIE s certified entities established an Environmental Management System (EMS) consistent with the requirements of the standard for ongoing improvement of their environmental performance. Actions taken to train and inform employees about protection of the environment Regarding environmental awareness, SPIE conducts activities to inform its employees to support the deployment of environmental actions. For example, SPIE has deployed campaigns to raise awareness about the establishment or development of best practices like the sorting of waste and eco-driving. Communication is done through the intranet, various internal or external publications, and orally at lectures, moments of exchange at various sites. Resources devoted to the prevention of environmental risks and pollution As pointed out in the CSR Strategy paragraph in this report and aware of the environmental issues, SPIE supports its clients by performing various services missions. In order to ensure that its services do not result in any major impacts that could cause environmental risks or pollution, SPIE complies with the specifications established by its clients as well as all safety standards to which its activities are subject. SPIE has a structured QHSE function duly identified within each subsidiary and at the headquarters level dealing particularly with the prevention of environmental risks and pollution. The amount of provisions and guarantees for environmental risks SPIE recognized 427 thousand as provisions or guarantees for environmental risks in the consolidated financial statements at December 31, This amount includes different provisions for site remediation. Pollution and waste management Measures to prevent, reduce, or repair emissions into the air, water, and soil seriously affecting the environment As pointed out in the CSR Strategy paragraph in this report and aware of the environmental issues, SPIE supports its clients by performing various services missions. Its services do not cause any major impacts that could cause emissions into the air, water, and soil seriously affecting the environment. SPIE has thus not developed a specific action plan. Measures to prevent, recycle, and eliminate waste SPIE is a company promoting the collection and sorting of waste by its teams including on behalf of its clients. This waste is especially waste of electrical and electronic equipment ( WEEE ). In that regard, SPIE sets up sorting containers at its various sites and locations. The waste is subsequently treated by approved providers. For example, in France, SPIE has established a partnership with the eco-organisation Récylum, which specialises in WEEE management and collection. Through this partnership, 142 tonnes of WEEE was collected during Most of the waste managed by SPIE is waste from its clients. Hazardous waste is treated in accordance with the regulations applicable in each country. In most cases, other waste generated by SPIE is considered ordinary industrial waste ( OIW ). OIW data are not consolidated annually but only in connection with the scope 3 carbon assessment produced periodically. 317

320 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Environmental information Consideration of noise and any other form of pollution specific to an activity As pointed out in the CSR Strategy paragraph in this report and aware of the environmental issues, SPIE supports its clients by performing various services missions. Its services do not generate any major noise. SPIE therefore has not developed an action plan. For example, noise related to the use of construction site equipment is limited to the duration of the projects. SPIE has not identified any other form of significant pollution specific to its activities. Sustainable use of resources Water consumption and water supply based on local constraints In all activities, whether at its own sites or at its clients sites, SPIE s teams use water mostly for domestic purposes. SPIE does not consider its water consumption to be material as part of its CSR approach and does not consolidate water consumption to date. Consumption of raw materials and measures taken to improve efficiency in their use SPIE buys products manufactured mainly on behalf of its clients on the basis of communicated specifications and also for the operation of its administrative and central services. SPIE has implemented a vigilant purchasing policy as detailed in the Subcontracting and Suppliers paragraph in this report. At the same time, efforts to reduce the use of paper have been implemented, particularly by making certain publications electronic. Electronic versions of documentation are favoured in order to reduce printed volumes. For example, all SPIE brochures issued at the Group level are available in electronic format and are printable only on request. Energy consumption, measures taken to improve energy efficiency, and use of renewable energies SPIE monitors its energy consumption, particularly that of its buildings (heating, air conditioning, ventilation, lighting, and office automation equipment). SPIE has put in place various measures to improve the effectiveness of its energy consumption, whether through its real estate or automobile fleet. For example, in the real estate sector, 2015 was marked by the completion of the headquarters of the SPIE Group and the subsidiaries SPIE Oil & Gas Services and SPIE Nucléaire. This building meets the HQE Construction standard. The focus was particularly placed on energy performance throughout the operation. This resulted in the choice of a heat pump with a geothermal collector, connected to a network that powers the underfloor heating and cooling systems of the halls, all topped off with reversible radiant ceilings in the offices for hot and cold. Furthermore, a policy of purchasing low-consumption vehicles is in place. The number of electric or hybrids vehicles within the fleet is thus increasing gradually. SPIE has 644 electric or hybrid vehicles in its fleet. Use of soil As pointed out in the CSR Strategy paragraph in this report and aware of the environmental issues, SPIE supports its clients by performing various services missions. Its services do not create any major impact related to the use of soil. SPIE therefore has not developed any specific action plan on this topic. Climate change Greenhouse gas emissions Since 2009, SPIE has produced its carbon assessment to identify and quantify the main sources of greenhouse gas emissions related to its activities and undertake actions to reduce them. In connection with the carbon assessments performed in 2009, 2011, and 2014, scopes 1, 2, and 3 emissions, i.e., direct emissions, related to the energy consumption of the vehicle fleet and the SPIE sites, as well as indirect consumption (such as energy necessary for the manufacture or transport of products acquired by SPIE or employee travel) are taken into account. By 2015, a carbon assessment on scopes 1 and 2 was completed. CO 2 carbon equivalent greenhouse gas emissions amounted to around 129,000 tonnes, which represents a carbon intensity of 24 grams of CO 2 per euro of turnover. In 2015, electricity consumption amounts to approximately 49 million kwh and gas consumption around 24 million kwh REGISTRATION DOCUMENT 2015 / SPIE SA

321 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Environmental information The carbon assessment on scopes 1 and 2 will be updated in 2016, and the carbon assessment for scopes 1 to 3 will be updated later. An action plan is established following the analysis of the results of the carbon assessment. It focuses primarily on the following themes: optimisation of the vehicle fleet; thoughts on real estate locations; promotion of eco-friendly behaviours among employees; waste collection and recycling. Adapting to the impact of climate change SPIE offers reliable energy and environmental management solutions to its clients. Their common objective is to measure, manage, and reduce the environmental impact of communities, industries, or the service sector. Thanks to the development of these solutions, SPIE works with its clients starting in the energy performance diagnosis (EPD) phase. The Group has made a long-term commitment to the energy savings obtained and the CO 2 emissions avoided through energy performance contracts with its clients. For example, following the work to renovate the energy systems of the Musée d art moderne of Saint-Étienne as part of an energy performance contract with SPIE, the museum s energy consumption level fell by 46% compared with Similarly, in the United Kingdom, SPIE was chosen by the client Goodman Developments to work on its new headquarters. It will be BREEAM-certified with the Very Good rating. In Germany, the European Energy Service Award was given to SPIE GmbH. This distinction rewards the innovative lighting concept put in place by the energy specialists of SPIE Energy Solutions GmbH, in collaboration with Deutsche Postbank. Since 2005, it has been awarded to European companies whose services stand out for their energy efficiency. Protection of biodiversity Measures taken to preserve or develop biodiversity SPIE s employees may be required to intervene in infrastructures subject to fauna and flora conservation plans. In these cases, SPIE is committed to respecting the actions put in place to respect biodiversity. SPIE supports its clients by performing various services missions. Its services have no impact on biodiversity, and its buildings are not located in fauna and flora protection areas. SPIE has not developed any specific action plan on this subject. 319

322 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Information relating to societal sustainable development commitments INFORMATION RELATING TO SOCIETAL SUSTAINABLE DEVELOPMENT COMMITMENTS Territorial, economic, and social impact of the Company s business Proximity is a fundamental value of the SPIE Group. It is deployed both geographically and through the relationship created with its various stakeholders. SPIE is set up very locally throughout the national territory. In addition, the policy established at the Group level is relayed by the operational staff at the local level, who are organisers of local actions (for example, purchases with the protected worker sector). SPIE has also put in place Nationalisation agreements abroad to promote training and employment of local people. For example, SPIE has established a partnership with the State of Brunei to promote the integration of young talent into its projects teams. As part of this partnership, SPIE also participated in the job fair for the second consecutive year. Relations with persons concerned by the Company s activities Conditions for dialogue with these persons or organisations SPIE maintains close relations with many educational institutions in relation with its business lines: management and engineering schools. Various actions are put in place: breakfasts on various themes, participation in recruitment forums, etc. To strengthen the relationships with these institutions, former students employed at SPIE have been called upon. In tandem with a member of the Human Resources Department, they are ambassadors of the SPIE/School relationship and have the role of leading the partnership and creating a relationship of proximity. SPIE has also created a partnership with the organisation Défense Mobilité, which supports the conversion of military personnel into civilian life. Their initiatives include creating a job fair for these individuals who have technical skills related to SPIE s business lines. Sponsorship and partnership actions; Establishment of a Suppliers and Subcontractors charter. Partnership and sponsorship actions Like all its policies, SPIE encourages a general policy of sponsorship whilst fostering local actions. In 2015, as a partner of the NGO Électriciens Sans Frontières (Electricians Without Borders), SPIE decided to contribute its logistical and human support by sending one of its employees to Nepal following the various natural disasters that affected the country. This operation was the opportunity to show SPIE s support to its many employees of Nepalese origin currently on mission at SPIE Oil & Gas Services in Qatar. In the United Kingdom, SPIE sponsors the Daisy Chain organisation, which provides assistance to people with autism and their families. SPIE also encourages all its employees worldwide to participate in La Parisienne, a race supporting the fight against breast cancer. In 2015, nearly 235 employees, all subsidiaries combined, came to support the cause. Other local actions were carried out, such as financial support for Logement Fraternité (an organisation providing its support for funding and social innovation to organisations and structures for homeless assistance) by SPIE Ouest-Centre and Fondation Richard (an organisation promoting the integration of people with disabilities) by SPIE Sud-Est France. Subcontracting and suppliers For several years, SPIE has implemented a structured responsible purchasing policy. This is reflected in into various actions: evaluation of suppliers by an independent third party, signing of a charter by suppliers and subcontractors, green purchases and purchases from the protected worker sector. To date, sustainable development criteria (environmental, social, and/or societal) are integrated into certain specific purchasing processes and aim to cover the Group scope. Other actions for dialogue with stakeholders of the SPIE Group are also in place and detailed within this report: Dialogue between management and labour; REGISTRATION DOCUMENT 2015 / SPIE SA

323 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Information relating to societal sustainable development commitments Audit of suppliers through an independent third party: Ecovadis SPIE has initiated a supplier evaluation process on the social, environmental, and societal levels in order to gain a better understanding of their CSR commitments and identify the areas of progress to be put in place in collaboration with them. As part of this, SPIE uses a recognised independent third company to benefit from CSR expertise. The method for evaluating suppliers is built on the analysis of 21 criteria grouped under the following headings: Environment, Social, Business Ethics, and Suppliers. To date, 26% of purchases (in value) are made with evaluated suppliers. Purchases with the protected worker sector SPIE encourages purchases from establishments of the protected worker sector (work assistance establishments and departments/adapted enterprises). For example, SPIE has signed a partnership with the APF, the French association for paralysed individuals, to facilitate purchases from these establishments. Internationally, a similar approach is being put in place in all the subsidiaries. Each subsidiary is in charge of establishing an action plan to increase protected purchases in order to develop them in future years. SPIE s Suppliers and Subcontractors Charter A Suppliers and Subcontractors Charter was launched in 2014 in all the subsidiaries. SPIE encourages its major suppliers and subcontractors to sign it. The main themes of this charter are ethics, safety rules, compliance with labour law (prevention of forced labour and illegal work / prevention of discrimination / prevention of child labour / working time / workloads / taxes / wages / subcontracting arrangements), and the environment. It is a unifying document to promote SPIE s values among its suppliers and subcontractors and involve service providers in SPIE s sustainable development approach. Green purchases: Reducing the carbon footprint SPIE works collaboratively with its commodity managers on the identification of concrete actions to reduce the carbon footprint of its purchases on the basis of the analysis of the life cycle of products and services (manufacturing, transport, use, maintenance, end of life, etc.). This point is one of SPIE s areas of major progress. For example, SPIE is increasingly introducing electric or hybrid vehicles into its automobile fleet. Fair practices Actions to prevent corruption Preventing corruption is a major issue of the SPIE Group. The Group may be confronted with risks related to corruption, particularly through its Oil & Gas activity for which SPIE is present in certain countries with a high level of corruption. As such, each subsidiary has an Ethics Committee in charge of developing the business ethics programme to ensure compliance with the Zero Corruption rule established by SPIE. This structure is reinforced by the appointment of a Compliant Officer in each subsidiary. Together with the Group Compliance Officer, the Compliance Officer s role is to guarantee the establishment of the Ethics policy within his or her subsidiary. The Ethics policy is based on the Principles of business ethics guide, which incorporates the main focuses related to business ethics: Compliance with laws, Accuracy of payment accounts, Confidentiality, Agreements, Labour standards, Corruption, Respect for property, and Conflicts of interest. A Guide to Application of Ethical Principles has also been drafted and brought to the attention of all employees to assist them in understanding the principles and adopting appropriate behaviours. SPIE s Executive Committee supports this commitment, particularly through the Our Ethical Principles declaration. 321

324 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Information relating to societal sustainable development commitments Measures taken for consumer health and safety As pointed out in the CSR Strategy paragraph in this report and aware of the environmental issues, SPIE supports its clients by performing various services missions. SPIE complies with the specifications established by its clients as well as the safety standards to which its activities are subject. Other human rights initiatives SPIE is committed to upholding human rights through numerous actions already mentioned: establishment of a nondiscrimination policy, evaluation of suppliers on the aspects of their social, environmental, and societal responsibility, establishment of a business ethics system, accession to the Global Compact, etc REGISTRATION DOCUMENT 2015 / SPIE SA

325 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Methodological note METHODOLOGICAL NOTE Reporting scope The presented data relate to all subsidiaries of the SPIE Group in France and abroad. Data about the subsidiaries (all consolidation methods) are fully taken into account. All data relating to activities performed on client sites are excluded. Special cases: the tonnes of collected WEEE indicator covers the France scope; the number of electric or hybrid vehicles indicator covers the Europe scope; the percentage of purchases made with evaluated suppliers indicator covers the scope of 99.5% of SPIE purchases. The collected data cover the period from January 1 to December 31 of the year of reference, with the exception of acquisitions and disposals of subsidiaries during the year, incorporated since the date of entry into or exit from the scope. The 2015 CSR Report is the SPIE Group s first. The 2016 CSR Report will allow the data from the two financial years to be compared. Data collection The procedures for collecting, calculating, and consolidating the indicators in this report were formalised in a reporting guide made available to all those involved in the reporting process. The objective is to ensure the harmonisation of methodologies in all the subsidiaries as well as the reliability of data. In particular, this guide specifies the organisation of the process of collection, validation, and consolidation of indicators as well as the reporting scope and the principles for taking changes in scope into account (disposals, acquisitions). Methodological details In the absence of data, the estimation methods used are as follows: For the Gas consumption in millions of kwh and Electricity consumption in millions of kwh indicators, the data are extrapolated from the average consumption of other sites and areas for which data are missing. For all the indicators, extrapolation is done on a pro rata basis from the existing data. For the Percentage of purchases realized with evaluated suppliers indicator, all the evaluations from the setup of the evaluation process were taken into account. Purchases are all the purchases done by the purchasing division of SPIE limits Because of the unavailability of data, the 2015 electricity consumption of SPIE GmbH was estimated from a ratio established by a national agency specialising in the publication of environmental information. SPIE GmbH represents approximately 10% of the area of the Group s real estate. The 2015 total number of training could not be consolidated due to different definitions in the subsidiaries. SPIE is elaborating an exhaustive and shared definition in order to communicate a homogeneous data in the world scope for Controls and verification The data are collected and consolidated using the Group s online reporting tool, Enablon. The Group s Sustainable Development Department manages the reporting campaign through Enablon and conducts checks to verify the consistency of the data, compliance with the calculation methods, and the reporting scopes. The procedures, reporting tools, and indicators underwent an external verification by one of SPIE SA s external auditors, PricewaterhouseCoopers, designated an Independent Third Party (ITP). 323

326 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated human resources, environmental and social information included in the Management Report REPORT BY ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT For the year ended December 31, 2015 This is a free translation into English of the Statutory Auditors report issued in French and is provided solely for the convenience of English-speaking readers. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France. To the Shareholders, In our capacity as Statutory Auditor of SPIE (the Company ), appointed as independent third party and certified by COFRAC under number (1), we hereby report to you on the consolidated human resources, environmental and social information for the year ended December 31, 2015, included in the Management Report (hereinafter named CSR Information ), pursuant to Article L of the French Commercial Code (Code de commerce). Company s responsibility The Board of Directors is responsible for preparing a Company s Management Report including the CSR Information required by Article R of the French Commercial Code in accordance with the CSR procedures and standards used by the Company (hereinafter the Guidelines ), summarised in the Management Report and available on request from the Company s head office. Independence and quality control Our independence is defined by regulatory texts, the French Code of ethics (Code de déontologie) of our profession and the requirements of Article L of the French Commercial Code. In addition, we have implemented a system of quality control including documented policies and procedures regarding compliance with the ethical requirements, French professional standards and applicable legal and regulatory requirements. Statutory Auditor s responsibility On the basis of our work, our responsibility is to: attest that the required CSR Information is included in the Management Report or, in the event of non-disclosure of a part or all of the CSR Information, that an explanation is provided in accordance with the third paragraph of Article R of the French Commercial Code (Attestation regarding the completeness of CSR Information); express a limited assurance conclusion that CSR Information taken as a whole, is, in all material respects, fairly presented in accordance with the Guidelines (Conclusion on the fairness of CSR Information). Our work involved six persons and was conducted between October 2015 and March 2016 during a seven-week period. We were assisted in our work by our CSR experts. We performed our work in accordance with the French professional standards and with the order dated May 13, 2013 defining the conditions under which the independent third party performs its engagement and with ISAE 3000 (2) concerning our conclusion on the fairness of CSR Information. (1) Whose scope is available at (2) ISAE 3000 Assurance engagements other than audits or reviews of historical financial information REGISTRATION DOCUMENT 2015 / SPIE SA

327 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated human resources, environmental and social information included in the Management Report 1. Attestation regarding the completeness of CSR Information Nature and scope of our work On the basis of interviews with the individuals in charge of the relevant departments, we obtained an understanding of the Company s sustainability strategy regarding human resources and environmental impacts of its activities and its social commitments and, where applicable, any actions or programmes arising from them. We compared the CSR Information presented in the Management Report with the list provided in Article R of the French Commercial Code. For any consolidated information that is not disclosed, we verified that explanations were provided in accordance with Article R , paragraph 3 of the French Commercial Code. We verified that the CSR Information covers the scope of consolidation, i.e., the Company, its subsidiaries as defined by Article L and the controlled entities as defined by Article L of the French Commercial Code within the limitations set out in the Methodological remark on CSR reporting section of the Management Report. Conclusion Based on the work performed and given the limitations mentioned above, we attest that the required CSR Information has been disclosed in the Management Report. 2. Conclusion on the fairness of CSR Information Nature and scope of our work We conducted around five interviews with about six persons responsible for preparing the CSR Information in the departments in charge of collecting the information and, where appropriate, responsible for internal control and risk management procedures, in order to: assess the suitability of the Guidelines in terms of their relevance, completeness, reliability, neutrality and understandability, and taking into account industry best practices where appropriate; verify the implementation of data-collection, compilation, processing and control process to reach completeness and consistency of the CSR Information and obtain an understanding of the internal control and risk management procedures used to prepare the CSR Information. We determined the nature and scope of our tests and procedures based on the nature and importance of the CSR Information with respect to the characteristics of the Company, the human resources and environmental challenges of its activities, its sustainability strategy and industry best practices. Regarding the CSR Information that we considered to be the most important: (1) at parent entity level, we referred to documentary sources and conducted interviews to corroborate the qualitative information (organisation, policies, actions), performed analytical procedures on the quantitative information and verified, using sampling techniques, the calculations and the consolidation of the data. We also verified that the information was consistent and in agreement with the other information in the Management Report; at the level of a representative sample of entities selected by us (2) on the basis of their activity, their contribution to the consolidated indicators, their location and a risk analysis, we conducted interviews to verify that procedures are properly applied, and we performed tests of details, using sampling techniques, in order to verify the calculations and reconcile the data with the supporting documents. The selected sample represents on average 31% of headcount and between 28% and 47% of quantitative environmental data disclosed. For the remaining consolidated CSR information, we assessed its consistency based on our understanding of the Company. We also assessed the relevance of explanations provided for any information that was not disclosed, either in whole or in part. (1) Detailed in appendix. (2) SPIE Nederland (Breda), SPIE GmbH (Essen), SPIE Ouest Centre (Saint-Herblain). 325

328 ANNEX 2: REPORT ON THE COMPANY S CORPORATE, SOCIAL AND ENVIRONMENTAL RESPONSIBILITY (CSR) AND VERIFICATION REPORT OF THE INDEPENDENT THIRD PARTY ON THIS REPORT Report by one of the Statutory Auditors, appointed as an independent third party, on the consolidated human resources, environmental and social information included in the Management Report We believe that the sampling methods and sample sizes used, based on our professional judgement, are sufficient to provide a basis for our limited assurance conclusion; a higher level of assurance would have required us to carry out more extensive procedures. Due to the use of sampling techniques and other limitations inherent to information and internal control systems, the risk of not detecting a material misstatement in the CSR information cannot be totally eliminated. Conclusion Based on the work performed, no material misstatement has come to our attention that causes us to believe that the CSR Information, taken as a whole, is not presented fairly in accordance with the Guidelines. Neuilly-sur-Seine, March 11, 2016 One of the Statutory Auditors PricewaterhouseCoopers Audit Yan Ricaud Partner French original signed by Sylvain Lambert Partner of Sustainable Development Department Annex CSR Information that we considered to be the most important Human resources Total workforce and split by gender, age and geographical area; Report of the agreements signed with labour unions or the representatives of the employees regarding health and safety; Frequency and seriousness of incident; Training hours; Measures promoting gender equality. Environmental information Energy consumption, measures taken to improve the energy efficiency and resort to the renewable energies; Adaptation to the consequences of the climate change. Social information Subcontracting and suppliers; Fair practices REGISTRATION DOCUMENT 2015 / SPIE SA

329 ANNEX 3 Kärcher, Belgium Installation of HVAC systems in the company s new green building, equipped with heat pumps, geothermal systems and solar panels. DOCUMENTS TO BE ATTACHED TO THE MANAGEMENT REPORT AND/OR TO BE SUBMITTED TO SHAREHOLDERS SUMMARY PRESENTATION OF THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS GENERAL MEETING INFORMATION ON SUPPLIER PAYMENT PERIODS TABLE OF RESULTS FOR THE LAST FIVE FINANCIAL YEARS

330 ANNEX 3: DOCUMENTS TO BE ATTACHED TO THE MANAGEMENT REPORT AND/OR TO BE SUBMITTED TO SHAREHOLDERS Summary presentation of the resolutions submitted to the Shareholders General Meeting SUMMARY PRESENTATION OF THE RESOLUTIONS SUBMITTED TO THE SHAREHOLDERS GENERAL MEETING The resolutions submitted to the Shareholders General Meeting of the Company which will meet on May 25, 2016 are presented in Section Paid up Share Capital and Authorised but Unissued Share Capital of this Registration Document REGISTRATION DOCUMENT 2015 / SPIE SA

331 ANNEX 3: DOCUMENTS TO BE ATTACHED TO THE MANAGEMENT REPORT AND/OR TO BE SUBMITTED TO SHAREHOLDERS Table of results for the last five financial years TABLE OF RESULTS FOR THE LAST FIVE FINANCIAL YEARS Shareholder equity at year-end Share capital 36,634,070 39,634,070 39,634,070 39,634,070 72,415,793 Number of existing ordinary shares 32,396,102 33,596,102 33,596,102 33,596, ,076,156 Number of existing shares with preferential dividend rights (without voting right) - - Number of preferred shares (category A) 2,537,968 4,337,968 4,337,968 4,337,968 - Number of preferred shares (Category B) 1,700,000 1,700,000 1,700,000 1,700,000 - Maximum number of future shares to be created - - By conversion of bonds By exercise of subscription rights Operations and results of the year Facturation hors taxes - - 3,393,663 2,720,635 4,442,361 Results before tax, employee participation scheme and allocation to amortization and provisions (13,909,869) (38,358,718) (44,637,114) (75,445,337) 160,792,089 Company tax (tax consolidation) - 50,461,712 48,736,103 50,868,256 32,751,421 Employee participation due in relation to the financial year Results after tax, employee participation scheme and allocation to amortization and provisions (13,909,869) 12,102,993 1,972,791 (26,156,074) 184,830,230 Distributed results ,038, Results per share Results after tax, employee participation scheme, but before allocation to amortization and provisions (0.38) (0.62) 1.26 Results after tax, employee participation scheme and allocation to amortization and provisions (0.38) (0.66) 1.20 Dividend per share Employee Average number of employees employed during the year Amount of payroll for the year 3,892,950 3,317,443 3,812,015 Amount of social charges and employee benefits 986,113 1,048,372 2,429,809 for the year 329

332 ANNEX 3: DOCUMENTS TO BE ATTACHED TO THE MANAGEMENT REPORT AND/OR TO BE SUBMITTED TO SHAREHOLDERS Information on supplier payment periods INFORMATION ON SUPPLIER PAYMENT PERIODS SPIE SA Financial year ended Dec. 31, 2015 DUE NON DUE Total +2 months 1-2 months 0-1 month Total due 0-1 month 1-2 months +2 months Total non due Various suppliers 12, , , , , Various foreign suppliers Intra-group suppliers , , , Intra-group foreign suppliers Honorary suppliers , , , Honorary foreign suppliers 169, , , Interim suppliers TOTAL SUPPLIERS DEBT 181, , , , ,172, The amount included in SPIE SA s statutory financial statements as of December 31, 2015 under item suppliers debt and related accounts of the table status of maturity of debts as year-end amounts to 8,193,424. The difference with the amount in the debt table above, i.e., 7,020,933 corresponds to invoices not received as of December 31, Financial year ended Dec. 31, 2014 DUE NON DUE Total +2 months 1-2 months 0-1 month Total due 0-1 month 1-2 months +2 months Total non due Various suppliers , , , , , Various foreign suppliers , , , Intra-group suppliers 10, , , , , Intra-group foreign suppliers Honorary suppliers 7, , , , , , , Honorary foreign suppliers Interim suppliers TOTAL SUPPLIERS DEBT , , , , , , ,107, ,760, The amount included in SPIE SA s statutory financial statements as of December 31, 2014 under item suppliers debt and related accounts of the table status of maturity of debts as year-end amounts to 7,875,858. The difference with the amount in the debt table above, i.e., 6,114,879 corresponds to invoices not received as of December 31, REGISTRATION DOCUMENT 2015 / SPIE SA

333 Technical University of Eindhoven, Netherlands Maintenance of all the mechanical, air-conditioning, water and gas, metering and regulation and heat and refrigeration storage systems. CONCORDANCE TABLES 331

334 CONCORDANCE TABLES Board of Directors Management Report This Registration Document comprises all the items forming the Management Report of the Company s Board of Directors as required by Articles L et seq. and L II of the French Commercial Code, in particular. The references to the paragraphs of this Registration Document corresponding to the various parts of the Management Report as established by the Company s Board of Directors are presented below. 1 Activity Situation and activities of the Company and, where appropriate, the subsidiaries and companies it controls by business branch during the course of the preceding financial year, and of all the companies included in the scope of consolidation. Result of the activities of the Company, its subsidiaries and the companies controlled by business branch (brief analysis of the accounting documents, at least for the most significant items: turnover, operating charges, current result, net result). Objective and exhaustive analysis of the development of the business, results and financial situation of the Company and, in particular, its debt situation in relation to its volume of business. Analysis of the key non-financial performance indicators relating to the Company s specific activities and, in particular, information on environmental or personnel questions. Description of the main risks and uncertainties facing the Company as well as information on the use of financial instruments, when relevant to the development of the Company s assets and liabilities, financial situation and losses and profits. Price, credit, liquidity and cash risks, price variation risk, risks incurred in the event of a variation in interest rates, falling exchange rates: indication of the reasons leading to intervention on that market. Paragraphs of the Registration Document Pages 6 and , , 9 and , 71-82, , 9, 10 and , 71-82, 83-94, , 6, 9, 17 and , 37-62, 83-94, , and Research and development activities Foreseeable trends in the situation of the Company and all the enterprises forming the scope of consolidation, and future prospects. Key events occurring between the year-end date and the date of preparation of the report, and between the year-end date and the date on which the consolidated financial statements are prepared. 2 Accounting and financial information Changes made in the presentation of the annual financial statements or in the valuation methods adopted and , Amount of non-tax-deductible expenses Global amount of spending on luxuries and amount of the corresponding tax (Article 223 quater of the CGI). Reincorporation into the taxable profit of certain general expenses by global figures and by category of expenses and Annexs Operating result and proposed allocation of profit/loss Reminder of the amount of dividends distributed over the last three financial years REGISTRATION DOCUMENT 2015 / SPIE SA

335 CONCORDANCE TABLES 3 Information on subsidiaries and interests Statement of interests acquired in countries having their registered office in the territory of the French Republic and representing more than 1/20, 1/10, 1/5, 1/3, 1/2 or 1/3 of the share capital or voting rights of those companies. Statement of acquisitions of control in companies having their registered office within the territory of the French Republic. 4 Information on share capital, cross-interests and treasury stock Names of the companies controlled and the portion of share capital held by them in the Company (treasury stock). Identity of the individuals or legal entities holding more than 1/20, 1/10, 3/20, 1/5, 1/4, 1/3, 1/2, 2/3, 18/20 or 19/20 of the share capital or voting rights at Shareholders General Meetings. Paragraphs of the Registration Document 5.2, and note and , note 17 Pages , 72, , Employees interest in the share capital on the last day of the financial year Percentage of Company share capital held by employees Statement of employees interest in the share capital on the last day of the financial year Indication of the proportion of share capital represented by the shares held by the Company employees and by the employees of associated companies. Agreements between shareholders that may give rise to a restriction on the share transfer and exercise of voting rights Stocks options and free allocation of shares Stocks options and free allocation of shares and , Information on corporate officers List of offices and duties performed in any company by each of the corporate officers Choice on the general management operating procedures. Annex Situation of the corporate officers: appointment, re-election and notification of co-opting Transactions performed by the managers on the Company securities Corporate officers obligation to keep the bonus shares and/or stock options assigned to them. Corporate officers remuneration: 15 and Annex , total remuneration and benefits of any kind paid to the corporate officers; 15 and Annex , description of the fixed, variable and exceptional items forming such remuneration and benefits, as well as criteria by which they were calculated or the circumstances under which they were established; 15 and Annex , details of commitments of any kind made by the Company to its corporate officers, particularly any item of remuneration, indemnities or benefits payable or likely to be payable owing to acquisition, transfer or change in such duties or subsequent thereto; details of the methods of determining the aforesaid commitments and the amounts thereof, if indicated in the agreements. Amount of attendance fees received by members of the Board of Directors for the financial year elapsed. 15 and Annex , and Annex ,

336 CONCORDANCE TABLES 8 Miscellaneous information Agreements concluded between an officer or a shareholder holding more than 10% of the voting rights and a subsidiary (excluding current agreements) Paragraphs of the Registration Document Pages 19 and note , Brief presentation of the resolutions submitted to the Shareholders General Meeting. Annex Items that may have an impact in the event of a public offering Information on facilities classified as at risk: Company s technological accident risk prevention policy; Company s capacity to cover its third party liability vis-à-vis property and persons on account of the use of the aforesaid facilities; measures introduced by the Company to ensure the management of compensation for injured parties in the event of a technological accident for which the Company is held liable , , , , 19-20, Auditing Term of office of auditors Documents to be attached to the Management Report and/or to be submitted to shareholders Table of results during the last five financial years. Annex Information on supplier payment periods Annex Report of the Chairman of the Board of Directors pursuant to Article L of the French Commercial Code. Annex Auditors report on the report of the Chairman of the Board of Directors; Auditors report on the annual financial statements, including the auditors certification of the accuracy and truthfulness of the information contained in the Management Report on corporate officer remuneration; Additional reports on transactions performed by the Company with regard to stock options and the free allocation of shares. Annex na na Inventory of securities held in portfolio at the year end , Note Summary table: of the statement of delegations of competence and powers currently valid and agreed by the Shareholders General Meeting for the Board of Directors or Management Board in relation to share capital increases; of the use made of such delegations during the preceding financial year Report on the performance of share purchase transactions previously authorised by the Shareholders General Meeting within the scope of a share buy-back programme REGISTRATION DOCUMENT 2015 / SPIE SA

337 CONCORDANCE TABLES Annual financial report This Registration Document also constitutes the Company s annual financial report. To facilitate a reading of this Registration Document, the concordance table below identifies the information forming the annual financial report that has to be published by listed companies pursuant to Articles L of the Monetary and Financial Code and of the General Regulations of the Autorité des marchés financiers. Chapters/ paragraphs of the Registration Document 1 Consolidated financial statements Statutory financial statements Management report See concordance table above na 4 Declaration made by the individual assuming responsibility for the annual financial report Pages Auditors report on: the consolidated financial statements; the statutory financial statements Information on Statutory Auditors fees Report of the Chairman of the Board of Directors on corporate governance and the internal control procedures (Article L of the French Commercial Code) Annex Auditors report on the report of the Chairman of the Board of Directors on corporate governance and the internal control procedures (Article L of the French Commercial Code) Annex Design and production: SPIE: Investor Relation direction/communication direction. Photo credits: Photothèque SPIE, Xavier Boymond, Philippe Bauduin, Quentin Lafont, Jacques Vincent, Yves Chanoit, DR. This copy was printed on demand from a virtual version, which can be viewed online at and using high-definition digital printing techniques and 100% recycled Cocoon Silk paper. This eco-responsible printing service reduces the use of paper, energy and chemical products to a minimum by eliminating inventory and unused copies. AGG PRINT 53 rue Émile DECORPS Villeurbanne Tél : alain gilles group ALAIN GILLES GROUP - N BEEGREEN printing This document was digitally printed in high definition by Alain Gilles Group on FSC paper. 335

338 Registration Document 2015 Printed by AGGPRINT Printed on 100% recycled paper Visit SPIE s Finance website SPIE SA Campus Saint-Christophe Europa 10, avenue de l Entreprise Cergy-Pontoise Cedex FRANCE Tél. : +33 (0) SPIE, Sharing a vision for the future This eco-friendly document is printed on demand from its on-line virtual electronic version, reducing the consumption of paper, energy and chemicals. Print On Demand technology by BEEBUZZINESS Réf : POD_SPIE_DREF2015_EN_REV01