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40, avenue André Morizet 92514 Boulogne-Billancourt Cedex www.alten.fr Technology Consulting and Engineering Business Report 2008 This document and the corresponding business report constitute the ALTEN reference document for the 2008 fiscal year. It was submitted to France’s financial market authority (Autorité des Marchés Financiers) on 3 June 2009 in accordance with Article 212-13 of the Autorité des Marchés Financiers’ general regulations. This Reference Document may be used in connection with a financial transaction if it is accompanied by a prospectus approved by the Autorité des Marchés Financiers. Furthermore, pursuant to Article 28 of Directive No. 809/2004 of the European Commission, the following information is incorporated by reference in this Reference Document: - The company and consolidated financial statements at 31 December 2007, along with the related reports prepared by the Statutory Auditors and presented on pages 137 through 194 of reference document no. D.08-0297 filed with the Autorité des Marchés Financiers on 25 April 2008. - The company and consolidated financial statements at 31 December 2006, along with the related reports prepared by the Statutory Auditors, presented on pages 88 through 149 of reference document no. D.07-0593 filed with the Autorité des Marchés Financiers on 14 June 2007. It was prepared by the issuer under the responsibility of the persons who signed it. Rapport d’activité ALTEN 2007 Sommaire BUSINESS REPORT I - GROUP GOVERNANCE Page Message from the Chairman 5 The Board of Directors and the Executive Committee 6 The Group 9 Key Figures 10 II - THE TECHNOLOGY CONSULTING AND ENGINEERING MARKET (TCE) Developments and trends 14 Competitive environment 15 III - ALTEN’S POSITION Types of operations 18 The various packages: 20 - ALTEN Techno, ALTEN Telecom,ALTEN SIR, ALTEN Régions, GIST - ALTEN Solutions : MI-GSO, CISIA, Avenir Conseil,Winwise, Idestyle, Anotech International presence 28 - ALTEN on the international market - Offshore and Nearshore packages IV - ALTEN,A CATALYST FOR TALENT A leading employer 36 School Partnerships and Activities 37 V - INVESTOR INFORMATION 39 FINANCIAL REPORT 1 2 I - GROUP GOVERNANCE 3 4 I - GROUP GOVERNANCE Message from the Chairman Simon AZOULAY Chief Executive Officer 1988-2008*:ALTEN, a solid Group A clear package and a consistent position and a key player ALTEN Group has strengthened its position in consulting, Over the past twenty years ALTEN Group has won its clients’ but has also consolidated its project management, work trust through its ability to support them on ever more package and fixed-price packages. The Group’s Offshore strategic and complex projects. Once again, 2008 – the 20th and Nearshore solutions provide optimal assistance to our year since the company’s formation – has affirmed the Group’s customers’ overall programmes. With nearly 11,000 engineers strength and continuous growth. With greater than 20% and consultants at the end of 2008, ALTEN remains the average growth and generating ?846.3 million in sales, the European leader in Technology Engineering and Consulting. Group has consolidated its international presence which With the strength of its position, its critical size and its interna- constitutes 26.3% of its business, mainly in Germany, the tional presence, ALTEN is a key player in its market, which is Benelux region, Spain, Italy, the United Kingdom and Sweden. composed of approximately 10 main players and a multitude of local companies. 3,000 engineers joined the Group's workforce in 2008 (850 after the impact of turnover) as well as 1,100 consultants The challenge in 2009: Protecting our business gained through 8 acquisitions, 5 of which took place overseas. 88% of the Group is made up of engineers and senior level The ALTEN Group has the strongest possible foundation from consultants. It remains one of the most dynamic recruiters of which to confront the current crisis. 2009 will be marked by scientific professionals in Europe. a drop in our customers’ activities, mainly in the automotive sector. In this promising and competitive market,ALTEN has captured market share mainly in the Energy, Rail, Aeronautical and Nevertheless, due to a multi-sector presence and a wide range Banking sectors. In addition, ALTEN Group was listed as an of skills, this decline in activity will remain under control thanks E2S “preferred supplier for engineering” for EADS Group to demand in the Energy, Rail, Aeronautics and Defence throughout the world, a mark of confidence for our customers sectors. and powerful recognition for our teams. Operating margin will be reduced due to the lower activity ratio and rate pressures imposed by the Purchasing * Founded in 1988 by three engineers with degrees from top engineering schools, Departments of major corporations, in the context of this over the past 20 years ALTEN has become the key technological partner for the difficult competitive climate. largest European companies. The convergence of continued cuts in supplier lists and the Competitiveness affirmed in the face economic crisis should enable our Group to strengthen its market share with its main customers in France and abroad. of demanding customers At the same time, we want to continue our growth by taking Operating profit remained above 11%, holding steady at a very advantage of opportunities for acquisitions in promising high level and continuing to lead its market thanks to a strong sectors and by strengthening our multi-specialist position. activity ratio (94%). We remain confident in the strength of the ALTEN model and ALTEN Group has endured constant pressure on its rates, in our ability to build a competitive future with our customers, stress on its employees due to the lack of engineers and the building innovative products and competitiveness. We will consolidation of acquired companies with weak profitability. remain practical and cautious throughout this period, and we Thanks to its complete control of fixed costs, operating profit are determined to fully contribute to the economic recovery. increased by 15% to ?97.2 million, i.e. 11.5% of turnover. We have observed considerable improvement in operating income outside of France. 5 I - GROUP GOVERNANCE The Board of Directors - The Executive Committee -The Administrative Committee Simon AZOULAY Members of the Board of Directors Simon AZOULAY Gérald ATTIA Chief Executive Officer Deputy Managing Director Director of Commercial Coordination, Development and the Technical Department Catherine BEHAR (wife of Mr.AZOULAY) The Board of Directors Work of the Board of Directors during The Board of Directors is currently made up of three members. the fiscal year Detailed information on the Board's composition appears in the The Board of Directors met thirteen (13) times during 2008 at Management Report. Company headquarters under the chairmanship of Mr. Simon The Board of Directors’ primary mission is to determine the Azoulay with an average attendance rate of 55%. direction of the Company’s business, define its strategy and During the fiscal year, the Group’s Chief Financial Officer and the monitor their implementation. In particular, during the 2008 Head of the Legal Department regularly attend meetings of the fiscal year the Board of Directors: examined and approved Board of Directors. the 2007 financial statements and the projected management documents, reviewed acquisitions and corporate restructurings, The Executive Committee and examined and authorized financial press releases and decided on compensation for company officers. the Administrative Committee The Board of Directors mainly relies on the work of the The Board of Directions initiated a review aimed at achieving Executive Committee and the Administrative Committee to compliance with the AFEP-MEDEF Consolidated Corporate effectively prepare to make its decisions. Governance Code of Listed Corporations dated December 2008, specifically the appointment of an independent director. The Executive Committee Responsibility for general management The Executive Committee, which meets once a month, is com- posed of the Deputy Managing Director, directors of the Group’s On 28 June 2002, the Company’s Board of Directors combined various Divisions, the Company Secretary, the Group’s Chief the duties of Chairman of the Board of Directors and Chief Financial Officer and the Human Resources Director. It is chaired Executive Officer. Since that time, Mr. Simon Azoulay has been by the Chief Executive Officer responsible for the general management of the Company. Its primary missions are: Mr. Gérald Attia is ALTEN’s Deputy Managing Director. - to define sales, organisational and growth strategies, The Chief Executive Officer and the Deputy Managing Director are vested with the broadest possible powers to act on behalf - to analyse its sales and financial performance and determine of the Company in all circumstances.They exercise their powers operational measures to be implemented, within the scope of the company purpose, subject to that which - to monitor ongoing projects. the law expressly assigns to the Shareholders’ Meeting and to the Board of Directors.They represent the Company in its relations 6 with third parties. Gérald ATTIA Benoît MAISTRE Philippe CARETTE Hélène GRIGNON- Bruno BENOLIEL Pierre MARCEL Rémy VIALETTES BOULON Members of the Executive Committee Simon AZOULAY Benoît MAISTRE Hélène GRIGNON-BOULON Pierre MARCEL Chief Executive Officer Vice President Vice President Vice President responsible for Techno subsidiaries Human Resources