Registration Document 2015

REGISTRATION DOCUMENT 2015

Smart city e-fficient buildings Energies Industry services WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd TABLE OF CONTENTS (1)

1. PERSONS RESPONSIBLE 15.1. Compensation and benefits paid to Directors and executives 116 FOR THE REGISTRATION DOCUMENT ...... 3 15.2. Amount of the provisions made or recorded 1.1. Person responsible for the Registration Document ...... 4 by the Company or by its subsidiaries for the payment 1.2. Statement of the person responsible for the Registration of pensions, retirement plans or other benefits ...... 121 Document ...... 4 16. OPERATIONS OF THE ADMINISTRATIVE AND 2. AUDITORS ...... 5 MANAGEMENT BODIES ...... 123 2.1. Statutory Auditors ...... 6 16.1. Terms of the members of the Company’s administrative 2.2. Substitute Statutory Auditors...... 6 and management bodies ...... 124 16.2. Information regarding employment contracts relating 3. SELECTED FINANCIAL INFORMATION ...... 7 members of the Board of Directors to the Company 4. RISK FACTORS ...... 11 or to one of its subsidiaries ...... 124 4.1. Risks relating to the Group’s industries...... 13 16.3. The Board of Directors Committees ...... 124 4.2. Risks relating to the Group’s activities ...... 16 16.4. Statement related to the corporate governance 4.3. Risks relating to the Company ...... 22 of the Company...... 126 4.4. Market risks ...... 25 16.5. Internal control ...... 126 4.5. Legal risks ...... 28 17. EMPLOYEES ...... 127 4.6. Insurance and risk management ...... 30 17.1. Presentation ...... 128 5. INFORMATION ABOUT THE GROUP ...... 33 17.2. Equity interests and stock options held by members of the Board of Directors and management ...... 133 5.1. History and development ...... 34 17.3. Profit-sharing agreements and incentive schemes ...... 134 5.2. Acquisitions and investments ...... 35 17.4. Employee shareholding ...... 135 6. OVERVIEW OF GROUP ACTIVITIES ...... 37 17.5. Post-employment benefits ...... 136 6.1. General presentation ...... 38 18. PRINCIPAL SHAREHOLDERS...... 137 6.2. Strengths and competitive advantages of the Group ...... 39 18.1. Shareholders ...... 138 6.3. Strategy ...... 44 18.2. Declaration concerning control of the Company ...... 140 6.4. Market overview and competitive position ...... 46 18.3. Agreements that could result in a change of control ...... 143 6.5. Description of the Group’s principal activities ...... 50 18.4. Clayton, Dubilier and Rice undertakings towards 6.6. Dependence factors ...... 59 the French Government ...... 143 6.7. Legislative and regulatory environment ...... 59 18.5. Items that may impact a public offering ...... 143 7. ORGANISATIONAL CHART ...... 63 19. RELATED-PARTY TRANSACTIONS ...... 145 7.1. Legal organisation chart of the Group ...... 64 19.1. Principal related-party transactions ...... 146 7.2. Subsidiaries and equity interests ...... 65 19.2. Special reports of the Auditors on related-party 8. PROPERTY, PLANT AND EQUIPMENT...... 67 agreements for fiscal year 2015 ...... 147 8.1. Significant existing or planned tangible assets ...... 68 20. FINANCIAL INFORMATION 8.2. Environmental factors that could influence the use ON THE HOLDINGS, FINANCIAL POSITION of the Group’s property, plant and equipment ...... 69 AND RESULTS OF THE GROUP ...... 153 9. REVIEW OF THE GROUP’S FINANCIAL 20.1. Group consolidated financial statements ...... 155 POSITION AND RESULTS ...... 71 20.2. Company’s statutory statements ...... 231 9.1. General presentation ...... 72 20.3. Auditors’ fees ...... 262 9.2. Analysis of income for financial years ended 20.4. Dates of the most recent financial information ...... 262 December 31, 2015 and December 31, 2014 ...... 78 20.5. Dividend distribution policy...... 263 20.6. Legal proceedings and arbitration ...... 263 10. LIQUIDITY AND SHARE CAPITAL ...... 83 20.7. Significant change in the financial or commercial position .....266 10.1. Overview ...... 84 10.2. Financial resources and financial liabilities ...... 84 21. ADDITIONAL INFORMATION ...... 267 10.3. Presentation and analysis of the main categories of use 21.1. Share capital ...... 268 of the Group’s cash ...... 89 21.2. Memorandum and Articles of Association ...... 274 10.4. Consolidated cash flow ...... 90 22. MAJOR CONTRACTS ...... 281 10.5. Goodwill ...... 94 10.6. Contractual obligations and off-balance sheet commitments ..94 23. INFORMATION FROM THIRD PARTIES, EXPERT DECLARATIONS AND 11. RESEARCH AND DEVELOPMENT, PATENTS DECLARATIONS OF INTERESTS ...... 283 AND LICENCES ...... 95 24. DOCUMENTS ACCESSIBLE TO THE PUBLIC ...... 285 12. TRENDS AND OUTLOOK ...... 97 12.1. Trends ...... 98 25. INFORMATION ON EQUITY INTERESTS ...... 287 12.2. Medium term outlook ...... 98 ANNEXES ...... 289 13. PROFIT FORECASTS ...... 101 Report from the Chairman of the Board of Directors on 13.1. Objectives of the Group for the financial year ended corporate governance and on internal control and risk December 31, 2016...... 102 management procedures implemented by the Group and report from the Statutory Auditors established pursuant to 14. ADMINISTRATIVE, MANAGEMENT Article L. 225-235 of the commercial code, on the report from AND SUPERVISORY BODIES, the Chairman of the Board of Directors of the Company ...... 289 GENERAL MANAGEMENT ...... 103 Report on the Company’s Corporate, Social 14.1. Composition and functioning of the Company’s and Environmental Responsibility (CSR) and verification report management and supervisory bodies ...... 104 of the independent third party on this report ...... 309 14.2. Declarations concerning the administrative bodies ...... 114 Documents to be attached to the Management Report and/or 14.3. Conflicts of interest ...... 114 to be submitted to shareholders ...... 327 15. COMPENSATION AND BENEFITS ...... 115 CONCORDANCE TABLES ...... 331

(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 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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. 16-030, pursuant to, and in accordance with, Article 212-13 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. 621-8-1-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, 95863 Cergy-Pontoise, France and on SPIE’s website (www.spie.com).

SPIE SA Joint stock company (société anonyme) with a share capital of €72,415,793.32 Registered office: 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, France Registered with the Pontoise Trade and Companies Registry under company number 532 712 825 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd Notes

The Company, SPIE SA, is a joint stock corporation (société This Registration Document contains information about the anonyme) incorporated under French law, with a share capital Group’s markets and its competitive position therein, including of €72,415,793.32, having its registered office at 10, avenue information about the size of such markets. The facts on which de l’Entreprise, 95863 Cergy-Pontoise, France and registered the Group bases its statements are taken primarily from esti- under company number 532 712 825 with the Pontoise Trade mates made by the Group as well as from studies and statistics and Company Registry; is referred to as the “Company” in this of independent third parties and professional organisations and Registration Document. Unless otherwise stated, references in figures published by the Group’s competitors, suppliers and this Registration Document to the “Group” or the “SPIE Group” customers. In particular, the Group’s rankings as compared with are references to the Company and its subsidiaries and holdings. its principal competitors are based on revenues disclosed by such competitors during the financial year ended December 31, 2015. The term the “Consortium” means the financial investors that Certain information contained in this Registration Document is acquired the control of the Company in 2011, namely Clayton, publicly available information which the Company considers to be Dubilier & Rice, Ardian and the Caisse de Dépôt et Placement reliable but which has not been verified by an independent expert. du Québec. The Company can provide no guarantee that a third party using This Registration Document contains forward-looking statements different methods to collect, analyse or calculate data about mar- regarding the growth, prospects and strategies of the Group. ket sectors would obtain the same results. The Company makes These forward-looking statements are sometimes identified no undertaking and provides no warranty as to the accuracy of by the use of future and conditional tenses, as well as by terms this information. It is possible that such information will prove such as “consider”, “envisage”, “think”, “aim”, “expect”, “intend”, incorrect or is out of date. The Group makes no undertaking to “should”, “anticipate”, “think”, “believe” “wish”, or “might” or, if publish updates to such information, except in connection with any applicable, the negative form of such terms and other similar legal or regulatory obligation that may be applicable to it. words, terminology and phrases. Such information has no histo- Certain figures (including figures expressed in thousands or rically factual basis and should not be interpreted as a guarantee millions) and percentages in this Registration Document have of future performance. It is based on data, assumptions and been rounded. The totals presented in this Registration Document estimates from which the SPIE Group considers it reasonable may differ slightly from those obtained by adding together the to draw inferences. Such information is subject and susceptible non-rounded values of those figures. 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.

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.

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2 - REGISTRATION DOCUMENT 2015 / SPIE SA WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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 .....4 1.2. STATEMENT OF THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT ...... 4

3 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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.

1.2. STATEMENT OF THE PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT

“I declare, having taken all reasonable care to ensure that such The Statutory Auditors’ report on the Company’s annual statutory is the case, that the information contained in this Registration financial statements of the Company for the financial year ended Document is, to the best of my knowledge, in accordance with the December 31, 2015, which is included on pages 260 and 261 of facts and contains no omission likely to affect its import. this Registration Document, contains the following observation:

I certify that, to my knowledge, the accounts have been drawn “Without qualifying our opinion, we draw your attention to the up in accordance with the applicable accounting standards and matter set out in the Note 1.3 to the financial statements which provide a true and fair view of the assets, financial situation discloses the terms of financial debt refinancing and the Notes and profit or loss of the Company and of all the enterprises 1.1 and 7 to the financial statements which disclose the terms of included in the consolidation, and the Management Report, the the Initial Public Offering and their impacts on the consolidated concordance table of which features on pages 332, 333 and 334 financial statements for the year ended December 31, 2015.” of this Registration Document, presents a true picture of the The Statutory Auditors’ report on the Company’s consolidated development of business, results and the financial situation of the financial statements for the financial year ended December 31, Company and of all the enterprises included in the consolidation 2014, which is included on pages 277 and 278 of the Company’s as well as a description of the main risks and uncertainties with IPO Registration Document registered by the Autorité des which they are faced. marchés financiers (the “AMF”) on May 19, 2015 under num- I have obtained from the Statutory Auditors a letter (lettre de fin ber I.15-038 (the “IPO Registration Document”), contains the de travaux) stating that they have completed their assignment following observation: and in which they indicate that they have checked the information “Without qualifying our opinion, we draw your attention to on the financial position and the financial statements given in Notes 5.3 and 25 to the consolidated financial statements which this Registration Document and that they have read the entire disclose the terms of financial debt refinancing and its impact Registration Document. on the consolidated financial statements for the year ended The Statutory Auditors’ report on the Company’s consolidated December 31, 2014.” financial statements for the financial year ended December 31, The Statutory Auditors’ report on the Company’s consolidated 2015, which is included on pages 229 and 230 of this Registration financial statements for the financial year ended December 31, Document, contains the following observation: 2013, which is included on pages 354 and 356 of the IPO “Without qualifying our opinion, we draw your attention to Registration Document, contains the following observations: Notes 5.1 and 20.3 to the consolidated financial statements “Without qualifying our above opinion, we draw your attention: which disclose the terms of financial debt refinancing and its impact on the consolidated financial statements for the year • Note 4 to the consolidated financial statements, which sets ended December 31, 2015 and to Notes 5.2, 17.2 and 17.3 which out the consequences of the first-time application of IAS 19 disclose the conditions of the initial public offering of SPIE SA and (revised); its impact on the consolidated financial statements for the year • Notes 4 and 11 relating to the application of IFRS 5 and its ended December 31, 2015.” impacts on the consolidated financial statements for the financial year ended December 31, 2013.”

April 28, 2016

Mr. Gauthier Louette

Chairman and CEO of SPIE SA

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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 ...... 6 2.2. SUBSTITUTE STATUTORY AUDITORS ...... 6

5 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 2: AUDITORS Statutory Auditors

2.1. STATUTORY AUDITORS

Ernst & Young et Autres PricewaterhouseCoopers Audit

1-2, place des Saisons 63, rue de Villiers

Paris La Défense 1 92208 Neuilly-sur-Seine Cedex

92400 Courbevoie Represented by Mr. Yan Ricaud

Represented by Mr. Henri-Pierre Navas PricewaterhouseCoopers Audit was appointed by the Company’ general meeting of shareholders of November 15, Ernst & Young et Autres was appointed pursuant to the Articles 2011 for a period of six financial years ending after the general of Association of the Company dated May 27, 2011 for a period meeting convened to approve the financial statements for the of six financial years ending after the general meeting conve- financial year ended December 31, 2016. ned to approve the financial statements for the financial year ended December 31, 2015. PricewaterhouseCoopers Audit is a member of the Compagnie régionale des commissaires aux comptes of Versailles. Ernst & Young et Autres is a member of the Compagnie régio- nale 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, 2021.

2.2. SUBSTITUTE STATUTORY AUDITORS

Auditex Mr. Yves Nicolas

1-2, place des Saisons 63, rue de Villiers,

Paris La Défense 1 92200 Neuilly-sur-Seine

92400 Courbevoie Mr. Yves Nicolas was appointed by the Company’s general meeting of shareholders of November 15, 2011 for a period of Represented by Mr. Christian Scholer six financial years ending after the general meeting convened Auditex was appointed pursuant to the Articles of Association to approve the financial statements for the financial year of the Company dated May 27, 2011 for a period of six finan- ended December 31, 2016. cial years ending after the general meeting convened to Mr. Yves Nicolas is a member of the Compagnie régionale des approve the financial statements for the financial year ended commissaires aux comptes of Versailles. December 31, 2015.

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, 2021.

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Villeroy & Boch, Germany Installation of an electricity and steam cogeneration plant that will allow energy savings of around 25% and a reduction in CO2 emissions of more than 5,000 tonnes per annum.

SELECTED FINANCIAL INFORMATION

7 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 3: SELECTED FINANCIAL INFORMATION

The selected financial information presented below is extrac- accounting and operating information should be read in ted from the following: The Company’s audited consolidated conjunction with the information contained in Chapter 9, financial statements for the financial year ended December 31, “Analysis of the Group’s Financial Condition and Results 2015 prepared in accordance with IFRS as adopted by the of Operations” and in Chapter 20, “Financial Information European Union, which include restated comparative data About the Group’s Assets, Financial Condition and Results of for the financial year ended December 31, 2014, pursuant to Operations” of this Registration Document. IFRS 5 and the provisions of IFRIC 21. Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, the The Group’s consolidated financial statements for the financial Group’s selected financial information for the financial year year ended December 31, 2015 were the subject of a report ended December 31, 2013, in Chapter 3 “Selected Financial by the Company’s Statutory Auditors, which is included in Information” of the IPO Registration Document is included by Section 20.1.2 of this Registration Document. This selected reference in this Registration Document.

Performance indicators

2015 2014 In millions of euros Restated (1) Production (2) 5,296.6 5,200.4 EBITA (3) 351.0 335.4 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 20.1.1 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

2015 2014 In millions of euros Restated (1) Revenue from ordinary activities 5,431.9 5,368.1 Consolidated operating Income 267.5 250.9 Operating income after share of net profit/loss from equity affiliates 267.9 251.3 Income before tax 100.0 25.6 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 20.1.1 of this Registration Document).

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Financial information selected from the consolidated balance sheet

December 31, 2015 December 31, 2014 In millions of euros Restated (1) Assets Intangible assets 792.0 813.1 Goodwill 2,149.0 2,123.2 Total non-current assets 3,352.1 3,339.1 Customer receivables 1,463.9 1,555.3 Other current assets 227.1 304.5 Cash management financial assets 245.8 249.2 Cash and cash equivalents 358.0 260.9 Total current assets from ongoing activities 2,353.1 2,421.7 Total current assets 2,367.6 2,429.7 TOTAL ASSETS 5,719.8 5,768.8 Liabilities Total equity attributable to owners of the parent 1,318.1 356.2 Total equity 1,316.8 363.2 Loans and financial liability 1,121.8 1,223.2 Total non-current liabilities 1,785.7 1,870.2 Loans and bank facilities (less than one year) 395.7 1,182.2 Suppliers 901.5 925.0 Other current liabilities 1,179.9 1,269.4 Total current liabilities from ongoing activities 2,604.3 3,526.3 Total current liabilities 2,617.2 3,535.4 TOTAL LIABILITIES 5,719.8 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 20.1.1 of this Registration Document).

Financial information selected from consolidated cash ﬂows

2015 2014 In millions of euros Restated (1) Opening cash 493.6 385.3 Net cash flow from/(used in) operating activities 272.9 293.3 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 58.2 108.3 CLOSING CASH 551.8 493.6 (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 20.1.1 of this Registration Document).

9 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 3: SELECTED FINANCIAL INFORMATION

Production reconciliation Table

2015 2014 In millions of euros Restated (4) Production 5,296.6 5,200.4 SONAID at 100% (1) 105.5 142.2 Holding Companies’ activities (2) 30.9 25.1 Other (3) (1.1) 0.4 REVENUE FROM ORDINARY ACTIVITIES 5,431.9 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 20.1.1 of this Registration Document).

EBITA reconciliation Table

2015 2014 In millions of euros Restated (1) EBITA 351.0 335.4 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) 3.6 3.8 Costs related to the initial public offering (June 2015) and to the share employee (29.6) (10.8) offering (December 2015) (4) Other (5) (1.4) (1.7) OPERATING INCOME OF THE GROUP INCLUDING COMPANIES ACCOUNTED 267.9 251.3 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 20.1.1 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.

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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 ...... 13 4.2.4. Risks relating to hiring and retention of key technical employees ...... 17 4.1.1. Risks relating to economic conditions and changes in economic conditions ...... 13 4.2.5. Risks relating to employees and temporary workers ...... 17 4.1.2. Risks relating to public expenses ...... 13 4.2.6. Risks relating to acquisitions ...... 17 4.1.3. Risks relating to the competitive environment ...... 14 4.2.7. Risks relating to corruption and ethics ...... 18 4.1.4. Risks relating to calls for tenders ...... 14 4.2.8. Risks relating to subcontractors ...... 18 4.1.5. Risks relating to public-private partnerships ...... 15 4.2.9. Risks relating to early termination or non-renewal of material contracts ...... 19 4.1.6. Risks relating to changes in technologies and industrial standards ...... 15 4.2.10. Risks relating to public sector contracts ...... 19 4.1.7. Risks relating to outsourcing trends ...... 15 4.2.11. Risks relating to the Oil & Gas sector business ...... 19 4.1.8. Risks relating to the “green economy” ...... 16 4.2.12. Risks relating to nuclear industry activities ...... 19 4.2.13. Risks relating to presence in emerging markets ...... 20 4.2. RISKS RELATING TO THE GROUP’S ACTIVITIES ...... 16 4.2.14. Risks relating to dependence on certain customers ...... 20 4.2.1. Risks relating to the Group’s reputation ...... 16 4.2.15. Risks relating to relationships with certain suppliers ...... 20 4.2.2. Risks relating to project management ...... 16 4.2.16. Risks relating to employee relationships ...... 21 4.2.3. Risks relating to workplace health and safety ...... 16

11 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 4.2.17. Risks relating to the absence of formalised contracts ...... 21 4.5. LEGAL RISKS ...... 28

4.2.18. Risks relating to performance undertakings in 4.5.1. Risks relating to changes in regulations ...... 28 certain contracts ...... 21 4.5.2. Risks relating to competition law regulations...... 28 4.2.19. Risks relating to the Group’s decentralised structure ...... 21 4.5.3. Risks relating to tax laws and its changes ...... 29 4.2.20. Risks relating to potential failures in the Group’s information systems ...... 22 4.5.4. Risks relating to the ability of the Group to deduct interest for tax purposes ...... 29 4.3. RISKS RELATING TO THE COMPANY ...... 22 4.5.5. Risks relating to the ability of the Group to use its tax losses ...... 29 4.3.1. Risks relating to the holding company structure ...... 22 4.5.6. Risks relating to litigation and investigations in progress ...... 29 4.3.2. Risks relating to management teams ...... 22 4.5.7. Risks relating to claims ...... 30 4.3.3. Risks relating to indebtedness and financial covenants ...... 23 4.5.8. Risks relating to insurance ...... 30 4.3.4. Risks relating to maintenance of negative working capital ....24 4.3.5. Risks relating to goodwill, other intangible assets 4.6. INSURANCE AND RISK MANAGEMENT ...... 30 and other assets ...... 24 4.6.1. Insurance policy – Cover of any risks likely to be 4.4. MARKET RISKS...... 25 incurred by the Group ...... 30 4.6.2. Risk management policy ...... 31 4.4.1. Liquidity risk ...... 25 4.4.2. Risks relating to interest rates ...... 26 4.4.3. Risks relating to exchange rates ...... 26 4.4.4. Credit risk and/or counterparty risk ...... 28

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Investors should consider carefully all the information set out the risks described in this Section 4 of this Registration Document in this Registration Document, including in particular the risk may not be exhaustive, and that there may be additional risks that factors detailed below. Such risks are, as of the date of this are not currently known to the Company, or whose occurrence Registration Document, the risks that the Company believes, were as of the date hereof is not considered likely to have a material they to occur, could have a material adverse effect on the Group, adverse effect on the Group, its business, financial condition, its business, its financial condition, its results of operations or results of operations or prospects. prospects. Prospective investors should nonetheless note that

4.1. RISKS RELATING TO THE GROUP’S INDUSTRIES

material adverse effect on the Group, its business, financial 4.1.1. Risks relating to economic situation, results of operations and prospects. conditions and changes Finally, oil prices decreased significantly during the financial in economic conditions year ended December 31, 2015. This decrease firstly affects Changes in demand for services are generally related to activities supplying pipelines for drilling and oil facilities, changes in macroeconomic conditions, including the evolution known as OCTG (Oil Country Tubular Goods) activities, of gross domestic product in the countries where the Group conducted in Angola through the joint venture SONAID. To operates, as well as at the level of private and public expendi- a lesser degree, this decrease affects technical assistance tures on new and existing facilities and equipment. In general, activities by reductions in operating expenditure and decreased periods of recession or deflation are likely to have a negative investment, particularly in the drilling and geosciences field. impact on demand for services (see Sections 6.4.1 and 9.3.2 Its impact is more limited on business maintenance activities. of this Registration Document). During the financial year Although it has had only a limited impact on the Group’s ended December 31, 2015, 89% of the Group’s production was results, considering the relative significance of activities of generated out of Europe, of which 48% was in France. As of the technical support and operational maintenance activities, date of this Registration Document, growth remains limited in lower oil prices could, if they were to remain at current levels the European Union, including in France, and the International or decrease further, negatively impact the Oil & Gas business Monetary Fund’s forecasts for the next year are modest (1.5% of the Group, which could significantly impact the activities, in the European Union and 1.2% in France) (source: IMF, World financial situation, results and outlook of the Group. Economic Outlook October 2015). Generally, during periods of economic recession, customers 4.1.2. Risks relating to public significantly decrease their equipment expenditures, which expenses affects the Group’s ability to sell services relating to construction projects or projects to extend the life of new equipment The public sector constitutes a significant portion of the or infrastructure. In particular, certain industries, including Group’s customers, in particular in France. It represented building construction and heavy industry, have significantly approximately 14% of the Group’s consolidated production for reduced their level of activity in recent years. Moreover, the the financial year ended December 31, 2015 and 14% also for Group has faced a decrease in demand for installation ser- the financial year ended December 31, 2014. The public sector vices, in particular from steel producers, car manufacturers market is affected by political and administrative policies and and their supply chains. In addition, some of the Group’s decisions with respect to public expenses levels. In recent customers may experience financial difficulties that could years, the economic situation has significantly affected the lead to payment delays or even default. The continuation or resources of governments and other public entities and has worsening of the current economic conditions could have a led to strict public expenses reduction policies. These policies

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could threaten the continuation of certain investments in which context of calls for tenders for new contracts. The Group is the Group is involved and prevent the implementation of signi- subject to constant pressure on the prices it charges for its ficant new investment projects by public entities. Finally, some services. of these entities, in the context of economic crisis and high This competitive pressure could lead to reduced demand for levels of indebtedness, could be unable to make payments in a the Group’s services and force it to reduce its sale prices or timely fashion or, more generally, honour their commitments. incur significant investment costs to maintain the level of ser- If the difficulties facing certain of these public entities were vice quality that its customers expect. This, in turn, could have to intensify and the trend of significant decreases in public a material adverse effect on its business, financial situation, expenses were to continue, this could cause a material adverse results of operations and prospects. effect on the Group, its business, financial situation, results of operations and prospects. 4.1.4. Risks relating to calls for tenders 4.1.3. Risks relating to the competitive environment The contracts entered into by the Group’s companies are often awarded following a competitive bid process in the form of a The Group faces intense competition from a variety of com- call for tenders, in particular in connection with government petitors. The Group’s competitors include large multinational contracts. Whether a contract is awarded depends in part on corporations with greater resources and whose other branches customer perception with regard to the prices and quality of activity provide them with an accessible customer base for of the services offered by the various bidders. As a result, their technical services activities. In addition, certain services the Group may lose tenders if it is unable to demonstrate requiring less technical skill may encounter strong local its strengths, which could significantly affect the growth competition by smaller competitors with strong relationships of its activities. Moreover, calls for tenders and the related and an established local presence. Moreover, the technical decisions may be challenged or subject to indemnification services industry is highly fragmented, in particular outside of proceedings, including by means of litigation, which could France, and the Group’s ability to rely upon and retain a dense impede implementation of the corresponding contract or its local network is essential for the Group’s development. Any economics. Finally, in the event of the non-renewal of govern- movement to consolidate the different activities of the Group’s ment contracts, such contracts generally must be resubmitted competitors, whether multinational, national, regional or local, for bids through new calls for tenders. could increase competition in the Group’s industries, change In addition, the Group is likely to commit significant financial the competitive landscape of the technical services industry, and human resources in order to prepare and participate and, in particular, if the Group is unable to participate in such in these calls for tenders, with no assurance that it will be consolidation, lead to a loss of market share, a decrease in the awarded the contract. Even in cases where the contract is Group’s revenue and/or a decline in its profitability. awarded to the Group, the profits realised may be lower than Such strong competition requires the Group to make initial projections, or sales could prove insufficient to make the continuous efforts to remain competitive and convince its project profitable. More generally, the performance conditions customers of the quality and value-added of its services. may prove different from those provided for at the time when The Group is also required to regularly develop new services the bid was prepared, because such terms depend on many in order to maintain or improve its competitive position. variables that are sometimes difficult to foresee. These include If, despite these efforts, the Group’s customers do not find accessibility of the work site, availability of qualified personnel, quality and added value in the Group’s offerings, in particular inclement weather and increases in the prices of oil and the as compared with its competitors, or if the Group’s offerings raw materials used in the materials purchased by the Group do not meet customer expectations, the Group’s activity and for installation at customer sites (such as copper for cables) financial results might be materially adversely affected. that the Group may not be able to pass on to its customers. The difficulty of foreseeing the final costs and performance Finally, customers increasingly focus on limiting the overall conditions could strongly affect such projects profit margins, cost of their facilities. as a result, proposed pricing is an thereby having a material adverse effect on the Group’s busi- important factor in the renewal of contracts upon expiry, in ness, financial situation, results of operations and prospects. particular for multi-year contracts, as well as in with the

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technologies or changes in standards, as well as changes in 4.1.5. Risks relating to public- the demand for services, could result in the Group’s service private partnerships offerings becoming obsolete or non-viable. In order to remain among the leading businesses in the industry and to antici- In connection with its activities, the Group may enter into pate its customers’ expectations, the Group must continually public-private partnerships (PPP). PPPs (such as Private improve its know-how as well as the efficiency and profitability Finance Initiatives in the United Kingdom) consist in awarding of its offerings, which might lead to increases in operating contracts for construction or transformation, maintenance, expenses or to significant capital expenditures with no assu- operations or management of sites, equipment or intangible rance that such expenditures will be profitable in the manner assets necessary for government services, as well as all or expected. part of the financing of such contracts, to private companies. Following significant growth in recent years in connection with If the Group does not succeed in anticipating and integrating the financial crisis, decrease of public spending and control of in a timely fashion changes in technologies and industrial government indebtedness, growth in PPP is currently slowing. standards, this might affect its customer relationships and Certain of the Group’s contracts may nevertheless be entered competitive position, which could have a material adverse into or re-awarded, upon expiry, in the form of PPPs. In certain effect on its business, financial situation, results of operations cases, these contracts assign a global mission to the private and prospects. 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 4.1.7. Risks relating to outsourcing may risks of losing or failing to obtain certain contracts, if the trends public sector entities prefer to use multi-disciplinary contractors, in particular construction groups with their own technical In addition to economic conditions, the increase in demand for services branches, which could give them an advantage in technical services is also influenced by certain general market obtaining PPP projects. trends, including the growing trend towards outsourcing, particularly in certain of the Group’s markets in which the If the Group does not succeed in adapting to customer requi- outsourcing rate remains low compared with more mature rements with regard to PPPs or, more generally, if it does markets such as the United States, the United Kingdom and not succeed in sufficiently penetrating the PPP market, this Germany. could have a material adverse effect on its business, financial situation, results of operations and prospects. 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 4.1.6. Risks relating to changes private demand in this area and thus slow down development in technologies and industrial or even affect existing contracts. Moreover, the Group cannot guarantee that this trend towards outsourcing will continue. standards In particular, certain economic players, whether public or The Group’s activities require a high level of technological private, could return to using in-house technical services in expertise for a wide variety of technical services. As a result, order to take control of such services. If the trend towards the Group must continually adapt such expertise in order to more outsourcing slows or stops, this could have a material identify and integrate technological innovations, new industrial adverse effect on the Group’s business, financial situation, standards, new products and new customer expectations. New results of operations and prospects.

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regulations on the energy efficiency of buildings, the quotas 4.1.8. Risks relating to the “green and tax incentives for renewable energy sources) as well as economy” corporate awareness of environmental issues. Although recent years have been marked by a growing sensitivity to these The Group intends to participate in the development of the problems from economic actors, the Group cannot guarantee, “green economy,” in particular by offering energy saving particularly in light of the cost-reduction policies of public and technical solutions as well as services dedicated to renewable private actors, that this support will not slow down or even, to a energy. The development of the “green economy” depends certain extent, come to an end. Such an occurrence could have in large part on national and international policies suppor- a material adverse effect on the Group’s business, financial ting energy savings and renewable energy (including the situation, results of operations and prospects.

4.2. RISKS RELATING TO THE GROUP’S ACTIVITIES

with respect to pricing its services and optimising performance 4.2.1. Risks relating to the Group’s during the term of the contract. The essential skills for perfor- reputation mance and profitability of a project are the Group’s ability to accurately foresee the project’s costs, to correctly assess the The Group’s reputation is essential in the presentation of its various resources (in particular human resources) necessary service offers and in order to create customer loyalty and win to carry out the project, to effectively manage the services new customers. In addition, the Group operates in areas of provided by sub-contractors, and to control technical events activity that are subject to strong media exposure (such as Oil that could affect and delay progress on the project. In practice, & Gas and Nuclear). poor project management can generate significant additional The Group’s success in recent years is largely due to its repu- performance costs and delays, leading to delays in payment tation for reliability and market leadership across a wide range for its services or damaging the Group’s reputation. Moreover, of services, in particular for services requiring a high level of in order to carry out certain projects, in particular larger expertise. This reputation has enabled the Group to consoli- scale projects, the Group sometimes participates in groups date its position and has strongly contributed to its growth. or consortia whose smooth functioning requires coordination Although the Group tightly controls the quality of its services, it among the different members. Differences may arise among cannot guarantee that it will not encounter difficulties relating the members of such groups, and breaches by certain mem- to the quality or reliability of its services, or more generally bers may occur, which may make it difficult to manage or even to its ability to provide the level of service announced to its to complete the project. Such events could have a material customers, in certain industrial sectors and/or geographic adverse effect on the Group’s business, financial situation, markets. The occurrence of such events, in particular in the results of operations and prospects. 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 4.2.3. Risks relating to workplace situation, results of operations and prospects. health and safety

Because human resources are the basis of the Group’s activity, 4.2.2. Risks relating to project regulations with respect to employment law, and in particular management with respect to workplace health and safety, have a particular impact on its activity. Although the Group deploys significant The Group offers a wide range of technical services in connec- efforts to ensure compliance with such regulations, it cannot tion with its projects. In order to ensure that its projects are guarantee that there will be no breaches. Failure by the Group, conducted efficiently, the Group relies on significant project- its employees or its subcontractors to comply with these management and site-management expertise, particularly obligations could lead to significant fines and claims against

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the Group and against the employer entity relating to the or industrial sectors in which it operates. Moreover, during violation of these provisions, or to the loss of authorisations periods of rapid economic growth, the Group could encounter or qualifications. In addition, such regulations are subject to difficulties in recruiting and retaining qualified employees, regular updating. The Group’s adaptation in order to comply resulting in a risk of increased salary costs and lowered may generate significant additional costs. service quality.

The Group is exposed to risks of accident of its employees, at If the Group does not succeed in meeting its human resource their work site or whilst travelling to or from work. The Group’s challenges, a key factor in its development, this could have employees working in the Oil & Gas and Nuclear activities are a material adverse effect on its business, financial situation, particularly exposed to risks relating to their work site and results of operations and prospects. 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 4.2.5. Risks relating to employees to incidents or accidents affecting such facilities. Despite the and temporary workers attention paid to safety and working conditions, the Group cannot exclude the possibility of increased frequency and size In general, the Group’s employees provide services at of work-related accidents and illnesses. premises and other locations belonging to or operated by its customers. As a result, the Group could be subject to Finally, new technologies, as well as the implementation of claims relating to any damages incurred by its customers new procedures, services, tools and machines could have with respect to their assets, their activities, non-authorised unanticipated effects on the working conditions of the Group’s use or wrongful behaviour or any illegal act committed by the employees. Moreover, the Group’s employees may be exposed Group’s employees or by any other person entering customer to materials that, even if they are not currently considered to be premises in an unauthorised manner in connection with the harmful, could in the future prove to be dangerous for human performance of the Group’s services. Such claims could be health, as occurred in the past with respect to asbestos. significant and could affect the Group’s reputation, which Dangerous working conditions could also lead to significant could have a material adverse effect on its business, financial employee turnover, increase customers’ project costs and situation, results of operations and prospects. significantly increase the Group’s operating expenses. Furthermore, for certain of its activities the Group uses a signi- The occurrence of such events could have a material adverse ficant number of temporary workers. It cannot guarantee that effect on the Group’s business, financial situation, results of such temporary workers will always have a level of training, operations and prospects. 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 4.2.4. Risks relating to hiring and could, in turn, negatively affect the Group’s reputation and retention of key technical business. employees

In technical services activities, success depends on the ability to identify, attract, train, retain and motivate highly skilled 4.2.6. Risks relating to acquisitions technical personnel. As a result, the Group faces strong com- In addition to organic growth, the Group has grown in recent petition in its sectors of activity. The Group may be unable to years through the successive acquisition of several regional successfully attract, integrate or retain a sufficient number service platforms. These include Hochtief’s Service Solutions of qualified employees, which could damage its activities and in Germany in 2013, the Swiss companies Connectis and Softix, its growth. suppliers of services and information and communication Moreover, the growth of the Group’s activities requires the technologies in 2014, and the business of Numac in 2015, ope- acquisition, maintenance and renewal of a large variety of rating in technical maintenance services in the Netherlands; skills in order to respond to changes and market expectations. as well as numerous small acquisitions which have enabled The Group may be unable to find qualified candidates, to the Group to consolidate its offerings and its presence in these train its staff in new technologies, or to recruit and train the geographic markets. The Group intends to continue to develop necessary management personnel in the geographic markets and expand its business through acquisitions of small and

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medium-sized companies that meet its strategic and financial other commercial partners will comply with the requirements criteria. In connection with this growth strategy, the Group may of its code of good conduct, its ethics, or applicable legal regu- encounter difficulties that include the following: lations and requirements. If the Group were unable to enforce compliance with its anti-corruption policies and procedures, • identification of appropriate targets, in line with the Group’s it could be subject to civil and criminal sanctions, in particular external growth strategy, may be difficult; significant fines or even exclusion from certain markets. The • integration of new companies could lead to substantial occurrence of such events could have a material adverse effect costs, as well as to delays or other financial and operational on the Group’s reputation, business, financial situation, results difficulties; of operations and prospects. • 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; 4.2.8. Risks relating to • acquisitions could require increased attention by the subcontractors Group’s management, to the detriment of other activities; The Group provides certain services to its customers through • the assumptions made in the business plans of the acqui- subcontractors acting in the name and on behalf of the Group red companies may be incorrect, in particular with respect which retains responsibility for the work performed by its to synergies and performance; subcontractors. As a result, it is exposed to risks relating to • the acquisitions could lead the Group to bear more managing subcontractors and the risk that such subcontrac- significant liabilities than those calculated during the due tors may fail to perform the agreed-upon satisfactorily and diligence phase of the acquisition; on a timely basis. Such a situation could affect its ability • the Group could be forced to sell or limit the external to perform its obligations or customers’ expectations and growth of certain enterprises in order to obtain the required comply with applicable regulatory requirements. In extreme regulatory authorisations for these acquisitions, in particu- cases, performance or other deficiencies on the part of its lar with respect to anti-trust authorisations; subcontractor could result in a customer terminating its • the acquisition of a new company could lead to the loss of contract. Such a situation could expose the Group to financial certain key employees and contracts; and liabilities, damage its reputation and could impair its ability to compete to new contracts. In addition, in the event a sub- • the acquisition of new companies could create unexpected contractor provides unsatisfactory services, the Group could legal constraints. be required to carry out additional work or provide additional In general, the expected profits from future or completed services to ensure the adequate performance and delivery of acquisitions could fail to materialise within the time periods the contracted services. and to the levels expected, which could have a material adverse effect on the Group’s business, financial situation, Furthermore, the Group is exposed to its subcontractors’ results of operations and prospects. operational control risks with respect to the qualification of their employees and their compliance with employment law and immigration law. Finally, certain subcontractors may 4.2.7. Risks relating to corruption prove to be uninsured or to lack sufficient resources to cover customer claims resulting from damages and losses relating and ethics to their services.

In connection with its activities, the Group may encounter Thus, a failure of the Group’s subcontractors to meet their corruption-related risks, in particular through its Oil & Gas contractual obligations or comply with applicable law or regu- activities, for which the Group is present in some countries that lations could harm its reputation and have a material adverse have high levels of corruption. The Group has implemented effect on its business, results of operations, financial situation employee policies, procedures and training with respect to and prospects. ethics and anti-corruption regulations. However, it cannot guarantee that its employees, suppliers, subcontractors or

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political instability, civil wars, violent conflicts and social 4.2.9. Risks relating to early unrest. Political instability includes, in particular, significant termination or non-renewal changes in tax laws or regulations, monetary restrictions, and of material contracts renegotiation or cancellation of ongoing contracts, permits, leases and other agreements. In addition, oil and gas activity A significant portion of the Group’s maintenance and services may be subject to nationalisation or expropriation in some of activity comprises fixed-term contracts that include early the countries in which the Group operates. termination clauses to the benefit of the customer. The Group cannot guarantee that its customers will not exercise their In addition, the Group’s facilities and employees face nume- early termination rights or that they will renew their contracts rous safety risks in these regions, such as acts of violence, upon expiry. Early termination or non-renewal of the Group’s terrorism and harm to their property or physical integrity. major contracts could negatively affect its reputation, which Although the Group has implemented the measures that it could have a material adverse effect on its business, financial deems necessary to prevent this type of event, it cannot assure situation, results of operations and prospects. 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 4.2.10. Risks relating to public to reduce their investments, which impacts certain projects sector contracts in which the Group is involved and, more generally, on the Group’s activities, in particular its tubular supply activities for A significant portion of the Group’s activities is carried out drilling and oil installations, called OCTG activities (Oil Country with public sector entities, including in the United Kingdom Tubular Goods) operated in Angola through the joint venture and France and, to a limited extent, in Belgium, Germany and SONAID. the Netherlands. The public sector represented approximately The occurrence of such events could have a material adverse 14% of the Group’s consolidated production during the finan- effect on the Group’s business, financial situation, operations cial year ended December 31, 2015. and future profitability. 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, 4.2.12. Risks relating to nuclear certain terms of public sector contracts, such as pricing terms, industry activities duration and ability to transfer receivables under contract, provide less flexibility than private sector contracts. Certain In connection with its nuclear sector activity, the Group of these contracts also contain terms that fall outside ordi- provides services to nuclear industry operators, for the nary-law arrangements, which, in certain cases and subject to most part in France. As its nuclear industry customers, the certain limits (in particular subject to indemnification), permit Group is subject to many restrictive standards imposed by the counterparty unilaterally to modify or even terminate the French, European and other national and international the contracts in question. Finally, for a limited number of regulators regarding the operation and safety of nuclear contracts, due to the principle of continuity of public services, facilities. Moreover, in general and, especially since the the Group may be unable to terminate unilaterally a contract accident at the Fukushima site in Japan, the nuclear industry that it deems unprofitable. regulatory framework is becoming stricter and more difficult to implement, which increases the financial resources necessary to ensure compliance with such regulations. Finally, more 4.2.11. Risks relating stringent regulatory requirements may negatively impact the to the Oil & Gas sector long-term growth of the nuclear industry, which in turn, could business negatively impact the development of the Group’s activities. In addition, any prolonged suspension of its customers’ activity The Oil & Gas business is principally present in emerging for regulatory reasons, such as temporary closings of facilities markets, specifically in Africa, the Middle East and Southeast for periodic security inspections, could lead to significant work Asia. In recent years, a number of countries in these stoppages for the Group’s teams, the costs of which may not regions have experienced varying degrees of economic and be passed on to the customer charge pursuant to the contract.

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Finally, in connection with its nuclear sector business, since the use of subcontractors is strictly limited, the Group relies 4.2.14. Risks relating to principally on its own employees to provide its services due to dependence on certain its customers’ requirements regarding the qualification of staff customers that may access their facilities, which requires the Group to maintain highly qualified employees in this activity. 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 4.2.13. Risks relating to presence the top three customers represent nearly 39% of the Group’s in emerging markets consolidated production in this industry for the financial year ended December 31, 2015, while in the nuclear sector, the Although a significant portion of the Group’s consolidated Group records almost all of its consolidated production with production is recorded in Western Europe, the Group also three customers. operates in other markets, in particular in certain countries More generally, the ten main customers represent approxi- in Eastern Europe, Africa and Southeast Asia. mately 20% of the Group’s consolidated production for the In general, the Group’s activities in these countries involve financial year ended December 31, 2015. Although the Group higher risks than in the Western European countries, including generally enjoys long-term commercial relations with its gross domestic product volatility, relative economic instability main customers (as with its other customers and commercial (as inflation rates frequently are higher and fluctuate more), partners), the Group cannot guarantee that such customers informal and unregulated trade, often-significant changes will in fact renew their contracts and, more generally, that they in regulations or imperfect application thereof, nationalisa- will not be terminated. tion or expropriation of private property (without sufficient The loss of one or more of the Group’s main customers or indemnification to rebuild the same tool), difficulties in contracts (such as in the event of non-renewal or early ter- recovering payment, difficulties in retaining employees, mination, for instance), especially in the sectors mentioned social disturbances, significant interest rate and exchange above, a significant reduction in services for customers, rate fluctuations, risk of war, public disturbances or acts of a substantial change in the terms governing commercial terrorism, claims by local authorities challenging the initial relations with the Group’s customers or a default by any of tax framework or the application of contractual provisions, its clients could have a material adverse effect on the Group’s measures to control exchange rates and unfavourable inter- business, financial situation, results of operations and ventions or restrictions imposed by governments (including prospects. 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 subsidia- 4.2.15. Risks relating to ries and any other restriction imposed by foreign governmental authorities). relationships with certain suppliers Although the Group’s activities in emerging markets are not concentrated in a single country, the occurrence of these For some very specific services, the Group may rely on a events or circumstances in one of the emerging markets in limited number of suppliers. This is the case in connection which the Group does business could have a material adverse with the Group’s communication activity, due to the concen- effect on its business, financial situation, results of operations tration of players in that market. As a result, any shortage or and prospects. 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.

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4.2.16. Risks relating to employee 4.2.18. Risks relating to relationships performance undertakings in certain contracts In activities that primarily rely on human resources, the maintenance of harmonious relations with employees and In connection with its activities, the Group enters into certain employee-representative institutions is a key issue. Although contracts pursuant to which it undertakes to reach a particular the Group closely monitors these relations, and although it result towards its co-contractors. This is the case with respect has not experienced any significant labour unrest in the past, to energy efficiency contracts offered by the Group, pursuant it cannot guarantee that no strike, claim or other labour unrest to which the Group undertakes to reach a particular level of will interfere with its activities in the future. Such events could reduction in the customer’s energy costs, or with respect to lead to interruptions in activities and harm the Group’s repu- certain technical services contracts pursuant to which the tation; more generally, their occurrence could have a material Group undertakes to provide a level of service quality measu- adverse effect on the Group’s business, financial situation, red by performance indicators. results of operations and prospects. 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 4.2.17. Risks relating to the the Group does not succeed in complying with its performance absence of formalised undertakings pursuant to several contracts, this could have contracts a material adverse effect on its business, financial situation, results of operations and prospects. 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 4.2.19. Risks relating to the Group’s generally consist of pricing agreements that are periodically decentralised structure renegotiated between the parties, or purchase orders. The Group is organised around a decentralised management As a result, the renewal terms of these contracts are not for- structure. The Group’s strategy favours decision-making malised and depend to a large extent on commercial relations and responsibility at the local level in order to permit better with the customers concerned. This flexibility can result in a adaptation to the local needs of its customers. The Group’s less accurate definition of the parties’ rights and, in the case of growth has historically included various acquisitions, which a disagreement between the parties as to the content of their required the integration of businesses and teams with quite agreement, lead to challenges, disputes or conflicts which varied practices and policies. The Group cannot guarantee that could have a material adverse effect on the Group’s business, it will succeed in uniformly imposing and implementing the financial situation, results of operations and prospects. 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.

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and information technology infrastructure, any breakdown or 4.2.20. Risks relating to potential significant interruption resulting from an incident, a computer failures in the Group’s virus, a computer attack or any other cause could have a nega- information systems tive effect on the conduct of the Group’s activities. In addition, the Group outsources certain of its information systems in The Group relies on information systems to carry out its acti- order to optimise management of its resources and improve vities (in particular with respect to monitoring and invoicing the efficiency of its information technology infrastructure. It its services, communicating with its customers, managing its therefore relies on the quality of the work performed by its staff and providing the necessary information to the various service providers. As a result, despite the care it exercises operational managers in order to take decisions). Management in selecting its partners, the Group is exposed to the risk of the Group’s activity is more and more dependent on informa- that such partners may fail to carry out their obligations. The tion systems. Despite a policy of continuous reinforcement of occurrence of such events could have a material adverse effect the resiliency and security of the Group’s information systems on the Group’s business.

4.3. RISKS RELATING TO THE COMPANY

Any decrease in dividends paid by the Group’s subsidiaries to 4.3.1. Risks relating to the holding the Company, whether due to a deterioration in their results or company structure due to regulatory or contractual constraints, could thus have a material adverse effect on the Group’s results of operations, The Company is the Group’s parent company. As a holding financial situation and prospects. 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 4.3.2. Risks relating to management essentially come from dividends received from its subsidiaries, invoicing for services carried out on behalf of subsidiaries, teams intra-group interest and loan repayments by subsidiaries, and The Group’s success depends to a large extent on the conti- also from tax consolidation income as the head of a tax conso- nuity and skills of its current executive management team, in lidation group and its French direct and indirect subsidiaries of particular Mr. Gauthier Louette, its Chairman and CEO. In the which it holds 95% or more of the share capital. As a result, the event of an accident or the departure of one or more of these Company’s financial statements and the changes thereto from executives or other key employees, the Group may be unable to year to year only partially reflect the Group’s performance, and replace them easily, which could affect its operational perfor- do not necessarily reflect the same trends as the consolidated mance. More generally, competition in executive recruitment is financial statements. strong, and the number of qualified candidates is limited. The Moreover, the ability of the Company’s subsidiaries to make Group may be unable to retain the services of executives or key these payments to the Company may be at risk depending on employees, or, in the future, to attract and retain experienced the changes in their activities or regulatory limits. Dividend executive management and key employees. Moreover, in the distributions or other financial flows may also be limited due event that its executive management or other key employees to various undertakings such as credit agreements entered should join a competitor or create a competing business, into by these subsidiaries (see Section 4.3.3 of this Registration the Group could lose customers, part of its know-how and Document) or by reason of tax constraints making financial key employees who may follow them. These circumstances transfers more difficult or expensive. could have a material adverse effect on the Group’s business, financial situation, results of operations and prospects.

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The Group is also exposed to the risks of interest rate 4.3.3. Risks relating to fluctuations insofar as the remuneration on most of its debt indebtedness and financial is a floating rate equal to the EURIBOR plus a margin (see covenants Section 4.4.2 of this Registration Document).

4.3.3.1. Risks relating to the Group’s 4.3.3.2. Risks relating to restrictive clauses indebtedness in the financing agreements As of December 31, 2015, the Group’s debt amounted to The Senior Credit Facilities Agreement requires that the Group €1,517.5 million (see Section 10.2.2 “Financial Liabilities” in comply with certain covenants, primarily financial, and specific this Registration Document). The Group’s indebtedness may ratios (See Chapter 10 “Group Cash and Share Capital” of this have negative consequences, such as: Registration Document). These covenants limit, among others, the Group’s ability to: • may require the Group to allocate a substantial portion of the cash flows from its operating activities to financing • make acquisitions or investments or enter into joint and redeeming its debt, thus reducing the Group’s ability ventures; to allocate available cash flows to finance organic growth, • make any type of loans; make investments, and meet other general needs of the • contract any debt or grant guarantees; business; • create security interests; • may increase the Group’s vulnerability to a slowdown in • pay dividends or make distributions to shareholders; activity or economic conditions; • make certain investments; • may place the Group in a less favourable position against its competitors that have a lower debt to cash flow ratio; • sell, transfer or assign assets; • may limit the Group’s flexibility to plan or react to changes • merge or combine with other companies; or in its businesses or the sectors in which it operates; • execute transactions with related entities. • may limit the Group’s ability to make investments intended The restrictions contained in the Senior Credit Facilities for growth; Agreement, and the contracts relating to the Group’s debt • may limit the Group’s ability to achieve its acquisition securitisation programme could impact its ability to conduct policy; and its business, and limit its ability to react to market conditions or even to seize any commercial opportunities that arise. For • may limit the ability of the Group and its subsidiaries to example, these restrictions could affect the Group’s ability borrow additional funds or raise capital in the future, and to finance the capital expenditures for its operations, make increase the costs of such additional financing. strategic acquisitions, investments or alliances, restructure In addition, the Group’s ability to honour its obligations, pay the its organisation or finance its capital requirements. Moreover, interest on its loans, or even refinance or repay its loans under the ability of the Group to comply with these covenants could the conditions stipulated, will depend on its future operational be affected by events beyond its control, such as economic, performance and may be affected by a number of factors financial or industrial conditions. The Group’s failure to meet (economic context, conditions in the debt market, regulatory its undertakings or these covenants could lead to default under changes, etc.), some of which are beyond the Group’s control. the terms of the aforementioned agreements.

If the Group has insufficient liquid assets to service its debt, it In the event of a default that is not remedied or waived, the could be forced to reduce or defer acquisitions or investment, relevant creditors could terminate their commitment and/or sell assets, refinance its debt or seek additional financing, require that the outstanding amounts be paid immediately. which could have a material adverse effect on its business or This could activate the cross-default clauses of other Group financial situation. The Group might be unable to refinance its loans. This type of event could have a material adverse effect debt or obtain additional financing under satisfactory terms for the Group, even pushing it to bankruptcy or liquidation. and conditions.

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continuity in the allocation of purchase price of acquisitions 4.3.4. Risks relating to maintenance made in 2014 (see Note 14.1 of the appendix to the financial of negative working capital statements for the financial year ended December 31, 2015 included in Section 20.1.1 of this Registration Document). The In recent years, the Group’s working capital requirements have Group cannot exclude the possibility that future events may been structurally negative, which has enabled the Group to lead to a depreciation of some intangible assets and/or good- self-finance its external growth. The Group cannot guarantee will. As a result of the significant amount of intangible assets that it will succeed in maintaining negative working capital in and goodwill on the Group’s balance sheet, any significant the future. depreciation could have a significant unfavourable effect on In the event of an unfavourable economic situation, the Group its financial situation and results of operations for the financial could experience longer payment periods, delays in the col- year in which such charges are recorded. lection of receivables from certain customers. Conversely, the As of December 31, 2015, deferred tax assets on the Group’s Group’s suppliers could impose shortened payment periods on consolidated balance sheet amounted to €245 million. Such the Group. Moreover, the Group could encounter difficulties deferred tax assets are recorded on the Group’s balance sheet in invoicing advances on orders, or in invoicing on the terms for the amount that the Group believes it will be able to realise initially negotiated with its customers, in particular due to within a reasonable period of time (estimated at five years) and, difficulties that the Group may encounter at the time of perfor- in any event, before expiry of the losses, in the case of deferred mance of its contractual obligations and the completion of the tax assets relating to tax loss carryforwards. Nevertheless, work. The occurrence of such events could compromise the the Group may prove unable to realise the expected amount maintenance of a negative working capital requirement and of deferred tax assets if future taxable income and the related thus have a material adverse effect on the Group’s business, taxes are lower than initially expected. The Group also bases financial situation, results of operations and prospects. 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, 4.3.5. Risks relating to goodwill, or by tax audits or litigation that could affect the amount of other intangible assets and these deferred tax assets. If the Group believed that it would other assets be unable to realise its deferred tax assets in future years, it would be required to remove these assets from its balance As of December 31, 2015, goodwill represented €2,149 mil- sheet, which could have a material adverse effect on its results lion, of which €15.8 million resulted from acquisitions made of operations and financial situation. during the financial year ended December 31, 2015 and the

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4.4. MARKET RISKS

4.4.1. Liquidity risk

The table below shows the breakdown by maturity date of non-derivative financial liabilities as of December 31, 2015 by contractual maturity:

< 1 year 2-5 years > 5 years Total as of In thousands of euros December 31, 2015 Loans from credit institutions A Facility 1,125,000 1,125,000 Revolving 50,000 50,000 Other 140 246 386 Capitalisation of borrowing costs (3,171) (11,354) (14,525) Securitisation 286,917 286,917 Bank overdrafts Bank overdrafts 53,083 53,083 Interest on overdrafts 114 114 Other loans and financial liability Financial leases 4,866 7,271 12,136 Interest on loans 3 3 Other loans and financial liability 3,473 585 55 4,113 Derivative instruments 309 309 FINANCIAL LIABILITY 395,734 1,121,748 55 1,517,537

In 2015, the Group entered into a Senior Facility Agreement receivables to the special purpose vehicle “SPIE Titrisation,” with a banking syndicate (see Section 10.2.2.1 of this enabling them to obtain financing in a total maximum amount Registration Document). of €300 million (see Note 3.11 of the consolidated financial statements for the financial year ended December 31, 2015). The Group also has revolving credit facilities which it can draw down for a total amount of €400 million. The availability of The purpose of the programme, in addition to optimising these revolving credit facilities is subject to covenants and receivables management and recovery, is to enable the Group other customary undertakings. to gain access to the necessary cash to finance its operations and external growth. For more information on the Group’s liquidity sources, see Chapter 10, “Liquidity and share capital” of this Registration The use of this programme is accompanied by clauses relating Document. to the early repayment of certain bank loans.

In addition, the Group has a programme for the assignment of As of December 31, 2015, assigned receivables represented commercial receivables with the following terms: a total of €526.2 million, for total financing of €286.9 million.

• Twelve Group subsidiaries participate as assignors under The Group manages its liquidity risk through specific reserves, the programme, assigning their receivables to a special bank credit facilities and reserve credit facilities, by preparing purpose vehicle called “SPIE Titrisation.” cash flow forecasts and by monitoring real cash flow as com- • SPIE Operations participates in the securitisation pro- pared with forecasts, as well as by trying to align the maturity gramme as centralising Agent on behalf of the Group dates of financial assets and liabilities to the extent possible. vis-à-vis the depositary bank, Société Générale. The main stipulations of the existing financing agreements This transfer of receivables programme provides that the par- (including covenants, default clause, acceleration clause) are ticipating companies assign full ownership of their commercial described in Section 10.2.2 of this Registration Document.

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a case-by-case basis. When the Group decides to hedge these 4.4.2. Risks relating risks, they are hedged by SPIE Operations through an internal to interest rates rate guarantee at market conditions. The Group enters into hedges on the market in return for internal guarantees. These The Group is exposed to the risk of interest rate fluctuations swaps are entered into only from January 1 to December 31, as a result of certain of its debts, for which interest rates are of each year (and are therefore unwound on December 31). indexed to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin. EURIBOR could increase considerably in the future, In November 2011, Clayax Acquisition 4, a subsidiary absorbed leading to additional interest rate expense for the Group, by the Company in 2015, entered into 10 new interest rate reducing available cash flow for investments, and limiting the swaps. As of December 31, 2014, four rate swaps were still Group’s ability to service its debt. The Group’s debt generally in effect, representing a notional amount of €430 million. As does not contain clauses requiring it to hedge all or part of of December 31, 2015, taking account of changes in variable its exposure to interest rate risk. As of December 31, 2015, rates (negative EURIBOR), no interest rate swap had been set the Group’s outstanding floating rate debt amounted to in place to cover the new debt. €1,484.8 million, and the Group’s outstanding fixed rate debt The Group’s exposure to interest rate risk is primarily related amounted to €32.8 million. to its net financial liability. The allocation of the Group’s Fixed rate financial assets and liabilities are not converted financial liability between fixed rates and floating rates after into floating rates. The Group examines interest rate risks hedging is set forth below as of December 31, 2014 and 2015: relating to the underlying variable rate assets and liabilities on

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 1,484,780 946,435 TOTAL (AFTER HEDGE) 1,517,537 2,405,408

Foreign currency risks for transactions of the Group’s French 4.4.3. Risks relating subsidiaries are managed centrally by the intermediate hol- to exchange rates ding company SPIE Operations, as follows:

As of December 31, 2015, 24.0% of the Group’s revenue was • through an internal exchange rate guarantee agreement generated in currencies other than the euro, mainly in Swiss for internal Group transactions; and franc, US dollars and the British Pound Sterling, representing • through exchange rate brokerage for investment 3.2%, 4.9% and 8.7%, respectively, of the Group’s revenue. The transactions. Group presents its financial statements in euros. As a result, In both cases, SPIE Operations hedges on the market through when the Group prepares its financial statements, it must futures contracts. In addition, with respect to calls for tender, translate foreign currency-denominated assets, liabilities, foreign currency risk is also hedged when possible through income and expenses into euros at applicable exchange rates. COFACE policies. As a result, fluctuations in exchange rates can affect the value of these items in the Group’s financial statements, even if their Futures contracts correspond primarily to hedges on the intrinsic value remains unchanged. The Group also makes pur- US dollar and the Swiss franc as of December 31, 2015 and chases in currencies other than euro (principally in dollars). represented a total of USD 3.7 million and CHF 0.2 million Unfavourable exchange rate fluctuations can affect the cost for forward purchase contracts and USD 3.0 million and CHF of such purchases. 5.8 million for forward sale contracts as of such date.

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The table below shows the Group’s exposure to foreign exchange risk with respect to the US dollar as of December 31, 2015:

Commitment Conversion Average risk Equivalent at Potential current at the exposure fixing rate gross amount historical (b) difference (in thousands rate (in thousands (a) - (b) of dollars) (a) of euros) (in thousands (in thousands of euros) USD 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 1,102 778 279 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:

Commitment Conversion Average risk Equivalent at Potential current at the exposure fixing rate gross amount historical (b) difference (in thousands of rate (in thousands (a) - (b) Swiss francs) (a) of euros) (in thousands (in thousands of euros) CHF 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 5,384 37 Bank debit balance - - - - - Financial liability risk (5,799) 5,421 1,070 5,384 37 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 5,158 39 NET POSITION EXCLUDING OPTIONS (1,327) 1,303 1,082 1,232 71

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The fair value of futures/forwards in CHF (qualified as hed- The financial instruments that could expose the Group to ging of future flows) represents +€3 thousand of assets and concentrations of counterparty risk are principally customer €(23,000) of liabilities as at December 31, 2015, revised in receivables, cash and cash equivalents, investments and exchange for other reserves. derivative financial instruments. Overall, the carrying amount of financial assets recorded in the Group’s consolidated finan- A change of +/-10% in the Swiss franc would have an impact cial statements for the financial years ended December 31, of €(357,000)or +€436,000 on the Group’s income statement 2015 and 2014, net of depreciation, represents the Group’s or +€573,000 on equity. maximum exposure to credit risk. Although the Group monitors and assesses exchange rate The Group believes that it has very limited exposure to concen- trends on a regular basis and protects itself to such exposure trations of credit risk relating to its customer receivables. The through the use of derivative financial instruments, it cannot large number and wide distribution of its customers render the exclude the possibility that an unfavourable movement in the risk of customer concentration immaterial at the level of the exchange rates mentioned above could have an unfavourable Group’s consolidated balance sheet. effect on the Group’s financial situation and results. In addition, the Group enters into hedging contracts with leading financial institutions and currently believes that the risk 4.4.4. Credit risk and/or that its counterparties will breach their obligations is quite low, counterparty risk since the Group’s financial exposure to each of these financial institutions is limited. 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.

4.5. LEGAL RISKS

Any inability by the Group to comply with and adapt its activities 4.5.1. Risks relating to changes to new regulations, recommendations, or national, European in regulations or international standards could have a material adverse effect on its business, results of operations, financial situation and The Group’s activities are subject to various regulations in prospects. 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 4.5.2. Risks relating to competition nuclear industry are subject to strict regulations, the proper application of which is closely monitored. These standards law regulations are complex and subject to change. Although the Group pays The Group is subject to competition law regulations at both careful attention to compliance with applicable regulations, the national and international level. In the markets where the it cannot exclude the risk of non-compliance. Moreover, the Group has a strong presence, such regulations could reduce Group could be forced to incur significant costs in order to its operational flexibility and limit its ability to make new comply with changes in regulations and cannot guarantee that significant acquisitions and implement its growth strategy. it will always be able to adapt its activities and organisational structure to these changes within the time periods required. The Group is involved in several competition law proceedings Furthermore, changes in the application and/or interpretation (see Section 20.6 of this Registration Document). Although of existing regulations by the authorities and/or the courts the Group has implemented strict internal guidelines, an could also be made at any time. ethics policy and a compliance programme in order to

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ensure compliance with regulations, it cannot exclude the by a related party and, subject to certain exceptions, on loans possibility that agreements or transactions may not follow the granted by third parties but guaranteed by a related party, instructions given and infringe applicable regulations, either is allowed, under certain conditions but subject to limits, in inadvertently or deliberately. Such practices could damage accordance with Article 212 of the French General Tax Code. the Group’s reputation and, if found liable, expose it to fines The impact of these rules on the Group’s ability to deduct or other significant sanctions such as exclusion from certain interest expenses from corporate income tax may increase its markets. The occurrence of such events could have a material tax burden and have a significant negative impact on its results adverse effect on the Group’s business, results of operations and financial situation. and financial situation.

4.5.3. Risks relating to tax laws 4.5.5. Risks relating to the ability and its changes of the Group to use its tax losses The Group is subject to complex and changing tax laws in each of the jurisdictions in which it operates. Changes in tax The Group has significant tax losses. Its ability to use these legislation could have material adverse consequences on the losses will depend on a number of factors, including (i) the Group’s tax situation, its effective tax rate or the amount of ability to generate taxable income and the adequacy between taxes to which it is subject. Moreover, tax regulations in the the generation of taxable income and losses, (ii) the general various countries where the Group is present may be inter- limitation on the percentage of French tax loss carry forwards preted in various manners. The Group is therefore unable to that may be used to offset taxable income exceeding €1 million guarantee that the relevant tax authorities will agree with its to 50% for fiscal years ended since December 31, 2012, and interpretation of applicable regulations. A challenge to the other more specific restrictions relating to the use of certain Group’s tax situation by the relevant authorities could lead to categories of losses and (iii) the consequences of tax current payment by the Group of additional taxes, reassessments and or future audits and tax-related proceedings. potentially large fines, or to an increase in the costs of the The impact of these factors may increase the Group’s tax Group’s products or services in order to collect these taxes. burden and have a negative impact on the Group’s cash flows, This could have a material adverse effect on the Group’s busi- effective tax rate, financial situation and results. ness, results of operations, financial situation and prospects.

4.5.6. Risks relating to litigation 4.5.4. Risks relating to the ability and investigations in progress of the Group to deduct interest for tax purposes In the ordinary course of business, the Group’s companies may be involved in a certain number of legal, administrative, Articles 212 bis and 223-B bis of the French General Tax criminal or arbitration proceedings relating in particular to Code, introduced by Article 23 of the 2013 Finance Law (Law civil liability, competition, intellectual and industrial property, 2012-1509 of December 29, 2012), restrict the amount of taxation, environmental matters and discrimination. The net interest expenses that may be deducted from corporate most significant on-going disputes for which the Group has income tax, subject to certain conditions and exceptions, at received notice are detailed in Section 20.6 of this Registration 85% for financial years ended as of December 31, 2012 and at Document. In connection with some of these proceedings, 75% for financial years opened as of January 1, 2014. monetary claims of a significant amount have been or could be made against one or more of the Group’s companies. The According to the Group, this limit should deprive it of the ability corresponding provisions that the Group could be required to make a deduction of approximately €6.4 million in 2016 to record in its accounts could prove insufficient. Moreover, (based on the current rules and available information at the the possibility cannot be excluded that in the future, new date of this Registration Document). proceedings, whether or not related to current proceedings, Moreover, under the French rules relating to undercapitalisa- relating to the risks identified by the Group or to new risks, tion, the deduction of interest paid in respect of loans granted could be brought against one of the Group’s companies. Finally,

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although the Group believes that many of these ongoing pro- subject of judicial or arbitration proceedings, which can be ceedings are covered by existing liability guarantees, there long and onerous. The financial costs and charges associated can be no assurance that such liability guarantees will not be with these claims, or the failure to recover sufficient damages challenged or that any resulting indemnity payments made or amounts in connection with these claims, could have a thereunder, either in their timing or amount, will be sufficient material adverse effect on the Group’s business, results of to avoid a negative impact on the Group. operations, financial situation and prospects.

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. 4.5.8. 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 4.5.7. Risks relating to claims coverage appropriate to the nature of its activity. However, insurance policies are subject to customary limitations such as The Group may encounter difficulties in the performance of (deductibles and caps). Moreover, not all claims are covered, its contractual obligations. Moreover, it relies on partners, and the Group cannot exclude the possibility that it will be suppliers and subcontractors in order to carry out its projects. faced with a major incident not covered by any of its insurance The Group may be subject to claims from customers, suppliers policies. Furthermore, the occurrence of several events or subcontractors; it may also initiate claims against them. resulting in substantial claims for damages within a calen- Such claims may be subject to counterclaims for breach dar year may have a material adverse effect on the Group’s of contractual terms or any other material consequence, business and financial situation. In addition, the premiums incomplete work or malfunction, breach of warranties and/ paid for these policies may grow as a result of the Group’s or delay, as well as claims for the cancellation of projects. claims history or as a result of a general price increase on the Claims and counterclaims may involve an award of damages insurance market. Thus, the Group cannot guarantee that it or the payment of contractually agreed upon amounts, such as will succeed in maintaining its current insurance coverage or penalty clauses. If the claims are discontinued in connection be able to do so at a reasonable cost. with commercial agreements or settlements, they may be the

4.6. INSURANCE AND RISK MANAGEMENT

The local entities also enter into local insurance policies to 4.6.1. Insurance policy – cover risks that are better suited to local coverage, such as Cover of any risks likely to be automobile insurance. incurred by the Group The choice of insurance policy is based on a determination of The Group’s policies with respect to insurance are coordinated the level of coverage required to cover reasonably estimated by the Group’s Legal and Insurance Department. liability risks damages or others. This assessment takes into account the valuations performed by the insurers in their Each of the Group’s companies is responsible for providing capacity as the subscriber of the risks. Uninsured risks are the necessary information to the Group’s Legal and Insurance those for which there is no coverage available on the insurance Department in order to identify and classify insured or insu- market or those for which the cost of available coverage is rable risks at the Group level and implement the necessary disproportionate to the potential value of the insurance, or else means to ensure continuity of the Group’s activities in the those for which the Group believes the risk does not require event of an incident. On the basis of such information, the insurance coverage. Legal and Insurance Department negotiates with the major insurance companies to put in place the best policies to cover the Group’s needs.

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The Group’s insurance programmes are in the form of master corporate governance and on internal control and risk mana- policies supplemented by local policies, where necessary, gement procedures, included in Annex 1 of this Registration in certain countries where the master policies alone are not Document. It applies to the Group’s fully consolidated authorised. The master insurance policies are intended to subsidiaries. apply to the Group’s activities on a global level, supplementing This policy is aimed at providing reasonable assurances – but local policies if the coverage in question proves insufficient or does not constitute an absolute guarantee – regarding attain- does not cover the claim. Local policies are also entered into ment of the following main objectives: to account for local specificities or constraints in the relevant country or countries. The Group’s primary policies, subscribed • reliability of financial information; with insurance companies of international reputation, include • compliance with the laws, regulations and internal policies the following: in force; and • general civil liability covering bodily injury, property damage • effectiveness and efficiency of the Group’s internal and economic loss caused to third parties, including the processes. clients or contracting parties for which the Group compa- The Group builds sustainable relationships of trust with its nies could be liable; clients, based, inter alia, on its ability to manage the risks they • property damage and business interruption; and transfer to it.

• officers and Directors liability. By creating a coordinated risk identification, management Finally, the Group may enter into specific insurance to cover and control system, the Group is comprehensively assessing certain projects, in particular due to their large size. 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.

4.6.2. Risk management policy The Risk Control and Internal Audit Department was created early January 2015 in order to strengthen the Group’s capacity In the area of internal control and risk management, the Group to anticipate, identify, analyze, and weigh the risks to which it has chosen to apply the principal recommendations proposed is exposed, whatever their nature, in its daily activities and in by the Reference Framework and the Implementation Guide of its strategic choices. It is in charge of the overall coherence of the AMF, updated in July 2010, AMF recommendation 2013-17 the process within the Group. and the recommendations in the report of the working group of the Audit Committee, also published in July 2010. The Group’s The Risk Control and Internal Audit Department provides infor- system is also in line with the reference systems COSO I and mation, issues warnings and proposes solutions in order to II (Committee of Sponsoring Organizations of the Tradeway reduce the potential impact the occurrence of identified risks Commission). might have on the Group. It ensures that risk management is in keeping with the Group’s strategic objectives. It promotes a In the course of its activities the Group is exposed to a wide consolidated vision of the risk portfolio, in order to assess the variety of risks within the various countries where it operates decision on the accepted level of risk and to organise allocation (see Sections 4.1 to 4.5 of this Registration Document). of the resources necessary for accepting risks (risks/profita- In light of this, the Group implements an active policy of bility). It works closely with the subsidiaries and operational identifying, managing and controlling risks of all types, aimed and functional organisations, to which it provides its expertise at best ensuring the growth and protection of its assets and and technical support. its reputation, and also at protecting the interests of its share- The Risk Control and Internal Audit Department is attached holders, employees, clients, partners and suppliers along with to the Company’s Chairman and CEO and reports to the Audit environmental interests and those of its other stakeholders. Committee and the Board of Directors. This globally coordinated policy of risk identification, management and control is described in the Chairman’s report on

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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 ...... 34 5.2. ACQUISITIONS AND INVESTMENTS...... 35

5.1.1. Corporate name ...... 34 5.2.1. Investments made in 2014 and 2015 ...... 35 5.1.2. Registration number and place ...... 34 5.2.2. Main acquisitions made after close of financial year ended December 31, 2015 ...... 36 5.1.3. Date of incorporation and term ...... 34 5.2.3. Main future acquisitions and investments ...... 36 5.1.4. Registered office, legal form and applicable legislation ...... 34 5.1.5. History of the Group ...... 34

33 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 5: INFORMATION ABOUT THE GROUP History and development

5.1. HISTORY AND DEVELOPMENT

transport/traffic and the energy market; and (iii) SPIE Trindel, 5.1.1. Corporate name a specialist in electrical engineering and facilities services.

On the date of this Registration Document, the Company’s In 2003, AMEC purchased the shares of the minority sharehol- registered name is “SPIE SA”. ders 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 5.1.2. Registration number of Ipedex and sold SPIE Batignolles, its construction subsi- and place diary, to its executives. In 2006, AMEC SPIE was sold to the PAI Partners fund. Since that date, the Group has conducted The Company is registered with the Pontoise Trade and business under the SPIE name. In August 2011, a consortium Companies Registry under company number 532 712 825. 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 5.1.3. Date of incorporation Québec acquired control of the Company for an amount of and term approximately €2.1 billion. Starting in 2002, the Group began to refocus its strategy to The Company was incorporated on May 27, 2011 and regis- become one of the leaders in the multi-technical services mar- tered on May 31, 2011. The term of the Company is 99 years, kets. Between 2002 and 2006, the Group sold or abandoned unless it is dissolved earlier or extended by a decision of the five of its business segments, including its civil engineering Extraordinary Shareholders’ General Meeting pursuant to the operations (in 2002), the French construction market (in 2003), laws and Articles of Association. the energy projects market (in 2004), pipelines (in 2006) and The financial year ends on December 31 of each year. 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 5.1.4. Registered office, legal form SA in July 2015, and its subsidiary in Hungary SPIE Hungaria and applicable legislation Kft in November 2015.

The Company’s registered office is located at 10, avenue de At the same time, the Group continued to pursue external l’Entreprise, 95863 Cergy-Pontoise, France. The phone number growth, both as an independent provider of multi-technical of the registered office is +33 1 34 41 81 81. services with the acquisition in 2007 of other companies present in its business sector, such as Matthew Hall and Controlec, On the date of this Registration Document, the Company is a in the United Kingdom and the Netherlands. More recently, French joint stock corporation (société anonyme). 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 5.1.5. History of the Group Donk to strengthen its position in multi-technical services for buildings and the cable network market, respectively. In 2013, Société Parisienne pour l’Industrie des Chemins de Fer et des the Group acquired the IS&P division (installation, mainte- Tramways was founded in 1900 and renamed Société Parisienne nance and management of data and voice communication and pour l’Industrie Électrique (SPIE) in 1946. In 1968, Société de data centre infrastructures) of the Dutch operator KPN, which Construction des Batignolles (founded in 1846) and SPIE mer- expanded its operations and presence in the Netherlands. ged under the name SPIE Batignolles. The main shareholder of SPIE Batignolles at that time was the Empain Group, which In addition, in 2013, the Group acquired Hochtief Service subsequently became the Empain-Schneider Group. Solutions activities (multi-technical services), making Germany the largest Group market outside France. In 1997, Empain-Schneider sold SPIE Batignolles to its employees and the British company AMEC, which specialised In May 2015, in the context of a share capital increase for a in engineering, project management and consulting. In 1998 total amount of around €700 million (excluding expenses), SPIE Batignolles was renamed SPIE; at that time, it operated SPIE became listed on the stock exchange and its shares are in three business sectors: (i) SPIE Batignolles specialised in now traded on segment A of the Euronext Paris regulated the construction market; (ii) SPIE Enertrans focused on rail market.

34 - REGISTRATION DOCUMENT 2015 / SPIE SA WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments

5.2. ACQUISITIONS AND INVESTMENTS

During the financial year ended December 31, 2015, the Group 5.2.1. Investments made in 2014 carried out five acquisitions representing a total acquired and 2015 production of approximately €123.0 million. In May 2015, the Group acquired the business of Numac, a leader in technical During the financial year ended December 31, 2014, the and industrial maintenance services in the Netherlands. With a Group carried out six acquisitions, representing an acquired turnover of €60 million in 2015, Numac thus completes SPIE’s production of approximately €212 million. Amongst others, customer base and maintenance expertise in the Netherlands. the Group acquired the Madaule group in France specialised In July, the Group acquired Leven Energy Services, whose in electrical installation, renovation, maintenance in tertiary turnover amounted to approximately €58 million in 2015, facilities, connecting photovoltaic solar power stations and thus broadening its offer of services to the energy distribution network maintenance. In Germany, the Group acquired the networks in the United Kingdom. In October, SPIE GmbH fina- Fleischhauer group which offers a comprehensive portfolio of lised the acquisition of the company Cromm & Co GmbH based multi-technical facility services, ranging from the planning, in Karlsruhe in Germany, specialising in communications, data installation and servicing of complex security installations to IT and fibre optic networks, which recorded a turnover of approxi- infrastructure, electronic and media technology. Fleischhauer mately €1 million in 2015. In France, the Group concluded two generated sales of €45 million in 2013 for an EBIT above 6%. In acquisitions in December 2015: the company Thermat based Switzerland, the Group also acquired the companies Connectis in Haute-Savoie, which specialises in heating, plumbing and and Softix (merged under the corporate name of SPIE ICS AG), controlled mechanical ventilation, and the company Villanova, subsidiaries within the same group and leading suppliers of based in Puy-de-Dôme, which specialises in high and low information and communication technology services and voltage electrical installations, both operating in the new solutions. Together, Connectis and Softix generated sales multiple dwelling units sector, with each achieving a turnover of CHF 133 million in 2013. Moreover, the Group carried out of approximately €2 million in 2015. the acquisition of the British company Scotshield, a leading provider of fire detection, security alarms, access control and In addition to acquisitions, each year the Group acquires or closed circuit television systems. replaces tangible and intangible assets.

The table below detail the Group’s total acquisitions for the last three years:

Year ended Year ended Year ended In millions of euros December 31, 2015 December 31, 2014 December 31, 2013 Impact of change in the consolidation scope 33.4 74.2 307.1 Acquisitions of tangible and intangible assets 34.5 26.0 32.9 Acquisitions of financial assets 0.1 0.7 1.0 TOTAL 68.0 100.9 341.0

The financing terms for these investments are detailed in Chapter 10 of this Registration Document.

Investments €M68

35 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments

On February 16, 2016, the Group acquired GPE Technical 5.2.2. Main acquisitions made after Services B.V., a company based in ‘s-Hertogenbosch in the close of financial year ended south of the Netherlands specialising in steam installations December 31, 2015 and networks for the food, pharmaceutical and oil-gas industries. It employs seven people and achieved turnover of On December 11, 2015, the Group concluded an agreement €1.3 million in 2014. 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, 5.2.3. Main future acquisitions Automation, Security technologies and industrial engineering and investments and services – from consulting and design to planning, configuration, installation, commissioning and service, generating The Group seeks to pursue its dynamic external growth policy a turnover of approximately €38 million in 2015, and having in order to strengthen its market coverage and expand its more than 300 highly-qualified employees operating from six range of offerings, either through acquisitions of limited size sites in Germany. This acquisition, which was subject to the in regions where it believes its network is not as dense, or approval of the German competition authorities, was comple- where the range of its products needs to be supplemented, ted on January 8, 2016. or through larger acquisitions to expand its international On December 31, 2015, the Group concluded an agreement coverage or diversify its offerings. for the acquisition of Climatisation Réfrigération Industrielle Moreover, during the financial year ended December 31, 2015, & Commerciale (CRIC), based in Walcourt near Charleroi in the Group launched a process dedicated to the sale of its busi- Belgium. CRIC employs around 30 persons specialising in the nesses in Portugal (operated by TecnoSpie SA). This process installation and maintenance of HVAC facilities in Wallonia and is still ongoing as of the registration date of this Registration achieved a turnover of approximately €4 million in 2015. This Document. acquisition was finalised on January 29, 2016. On April 25, 2016, the Group signed an agreement for the On December 31, 2015, the Group concluded an agreement for acquisition of the RDI group, a French specialist in managed the acquisition of the Jansen Venneboer group, an independent services, design and integration of IT infrastructure solutions supplier of services relating to installation and maintenance of and systems and the cloud. The RDI group employs approxi- wet infrastructures, based in the Netherlands, which achieved mately 180 people located on three sites: Nîmes, Nice and turnover of approximately €19 million in 2015 and has a work Gémenos (Marseille) and it recorded revenue of approximately force of 96. This acquisition was finalised on January 1, 2016. €36 million in 2015. Completion of the transaction is expected by the end of June 2016 at the latest.

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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 ...... 38 6.3.4. Maintaining recurring revenue flow with strong visibility ...... 46 6.2. STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP.. 39 6.3.5. Continuing to broadly associate its employees with the Group’s performance ...... 46 6.2.1. A European leader in multi-technical services ...... 39 6.4. MARKET OVERVIEW AND COMPETITIVE POSITION ...... 46 6.2.2. Differentiated business model with strong customer loyalty ...40 6.4.1. Multi-Technical Services ...... 46 6.2.3. Implementation of strict control processes to secure the delivery of strong performance by its local 6.4.2. Communications ...... 48 management teams ...... 41 6.4.3. Oil & Gas and Nuclear ...... 49 6.2.4. Capitalising on secular growth drivers ...... 41 6.5. DESCRIPTION OF THE GROUP’S PRINCIPAL ACTIVITIES ...... 50 6.2.5. An accretive reinvestment of high organic cash flows in add-on acquisitions ...... 42 6.5.1. General presentation ...... 50 6.2.6. Attractive financial performance with strong visibility ...... 43 6.5.2. France ...... 52 6.2.7. A strong corporate culture, championed by a highly 6.5.3. Germany & Central Europe ...... 54 experienced management team ...... 43 6.5.4. North-Western Europe ...... 55 6.3. STRATEGY ...... 44 6.5.5. Oil & Gas and Nuclear ...... 57 6.3.1. Capitalising on long-term structural growth factors 6.6. DEPENDENCE FACTORS ...... 59 to continue fostering organic growth greater than the change in GDP through the cycles ...... 44 6.7. LEGISLATIVE AND REGULATORY ENVIRONMENT ...... 59 6.3.2. Pursuing a rigorous operational management policy, 6.7.1. Multi-technical services ...... 59 by concentrating on generating income and cash flows ...... 45 6.7.2. Oil & Gas activities ...... 61 6.3.3. Strengthening its presence by participating in 6.7.3. Activities in the nuclear industry ...... 61 sectorial consolidation ...... 45 6.7.4. Regulation concerning matters of job safety and health ...... 62

37 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES General presentation

6.1. GENERAL PRESENTATION

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

(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, 2015.

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6.2. STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP

The Group is the independent European leader in multi-tech- Germany, the Netherlands, Belgium, the United Kingdom and nical services (electrical, mechanical and HVAC engineering Switzerland, where it considers itself to be amongst the major services and communications systems). (1) The Group is also a players. major player in specialised technical services dedicated to the The Group’s strong foothold on European markets and its oil and gas and nuclear energy sector. 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 6.2.1. A European leader (ii) increase its market shares, particularly among inter- in multi-technical services national customers seeking service providers for all their European facilities, by addressing their growing needs for 6.2.1.1. The independent European leader multi-technical expertise. The Group is in a position to serve in multi-technical services (1) local, regional and global clients and to accompany them in their local, regional and global operations. Moreover, because The Group provides multi-technical services in the areas of of its size, the Group has greater negotiating power vis-à-vis electrical, mechanical and HVAC engineering services and its suppliers, allowing it to achieve economies of scale as part communications systems, as well as specialised energy-rela- of its procurement policy. ted services. The Group stands out from other major players in multi-technical services in that it operates its businesses 6.2.1.3. An offering of multi-technical services independently compared to a group involved in energy, civil engineering, construction or concession activities. Historically, concentrated on highly value-added the Group has chosen to focus its activities on multi-technical technical activities services and has gradually extended its geographic footprint Leveraging on its teams’ expertise, the Group offers its custo- and expanded its range of service offerings. The homogeneity mers mission-critical technical services for their activities and of its portfolio of activities, its consistency and its focus on focuses on high value-added technical services, such as the multi-technical services have allowed it to successfully maintenance and management of data centres in the banking develop these activities and strengthen their profitability, with sector, or maintenance and operating support for offshore employees directly associated with the success of this strategy. platforms in the Oil & Gas sector. The Group’s services cover Moreover, its independence from a more extended group, while the entire life-span of its customers’ facilities (from design and giving it wide operational flexibility, allows it to allocate its cash installation to maintenance and operating support services), flow to promote consistent growth in its activities. in electrical, mechanical and HVAC engineering services and communications systems, as well as in specialised energy 6.2.1.2. A leading multi-technical services sectors. platform in the most attractive European markets 6.2.1.4. A technical services offering operated The Group is the independent European leader in multi-tech- through a high density local network nical services (1). with a strategic position focused on regions The Group offers its services based on a dense local where the market structure and growth dynamics match the network of approximately 600 locations, including more than Group’s business model and allow for leading positions. As of 530 concentrated in five major countries (France, Germany, the date of this Registration Document, the Group is the lea- United Kingdom, the Netherlands and Belgium). The Group ding independent player in France, in a market characterised believes that, in the multi-technical services industry, services by a gradual shift from the local player level to larger national must be adapted to the specific needs of each customer, and actors. The Group further benefits from a strong presence in 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, 2015.

39 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group

customer needs, and thus delivering high-quality services players in its reference markets in the oil and gas sectors, within very short timeframes. Moreover, the Group believes for which it provides high value-added solutions and mission- that its extensive footprint throughout certain countries and critical technical services for its clients’ activities (including its client-centric approach further allows it to address the support for the operation and maintenance of oil facilities and growing trend amongst customers toward the outsourcing in-house client competence development and training). In of their technically complex non-core service operations to the nuclear industry, the services offered by the Group cover providers capable of covering all their facilities, as well as the life-span of nuclear plants. The Group believes it among the expectations of these customers in terms of quality and the three largest players in France in specialised services services offered. A strong local footprint is also a key driver of to Nuclear industry, which benefits from long-term growth performance and efficiency and gives the Group the ability to drivers, due in particular to the announced decision to extend optimise and leverage resources. the lifetime of existing nuclear reactors and to an increasingly complex and stringent environment requiring the intervention 6.2.1.5. A strong brand and technical of highly qualified and experienced personnel. expertise recognition, fuelled by a highly skilled and motivated workforce involved in the Company’s 6.2.2. Differentiated business model performance with strong customer loyalty With over 100 years of experience, the Group believes that it The Group has developed a broad range of integrated technical benefits from a strong brand image and a reputation for high service offerings to target the needs of a wide variety of clients service quality among its customers. Its service offering is operating in diverse end-markets, through the establishment supported by qualified and highly motivated teams: 96% of the of a growth compounding business model focused on high Group’s workforce is comprised of skilled employees, of which cash flow generation, with recurring revenue flows with strong approximately 20% are managers and specialists and approxi- visibility. mately 76% are employees with a technical qualification in various field of operations (electricity, HVAC, mechanical, ICT, Recognised for the quality and reliability of its services, the etc.). The qualification level of its workforce allows the Group Group has developed strong relationships with a loyal custo- to deliver value-added services. mer base allowing it to benefit from a multitude of long-term commercial relationships as well as a high client retention The Group has specifically implemented several training rate. Thus, for the financial years 2012 to 2015, recurring centres to spread technical expertise throughout its various clients have represented almost 75% of the production for subsidiaries and exploit it in all sectors of its core business, in the France segment and for Nuclear activities. Moreover, the countries in which it is active. It also involves its employees maintenance services, which are generally combined with the in the business results, specifically through a strong employee integration services offered, afford the Group strong visibility shareholder base (more than 14,000 employees in the Group as to revenue growth, with contracts generally entered into for participated in the employee share offering in 2015) and a periods of three years, or one year but with automatic renewal. policy of applying variable compensation closely linked to the For the financial year ended December 31, 2015, maintenance business financial performance (EBIT and cash flows from the services accounted for approximately 46% of the Group’s relevant operating unit in question), as well as the Group’s consolidated production. Growth in maintenance contracts is performance in terms of safety. thus a critical factor in the Group’s business model.

6.2.1.6. A strategic presence in a specialised, Moreover, the Group’s business model is intended to favour small-sized projects which may be coupled with larger fast-growing and high-margins multi-year framework contracts, and avoiding large one-off energy industry contracts with a higher level of risk. The Group enjoys a strategic presence in the technical services Finally, the Group’s business model, as well as the diversi- to energy operators, which constitutes an attractive market fication of its customer portfolio and the markets in which and benefits from high margins, as well as strong long-term it operates, has historically protected it during periods of growth potential, including in the Oil & Gas industry despite the economic slowdown affecting a segment of activity or a recent lower oil prices (see Section 6.2.4 of this Registration geographic region in which it operates. For the financial year Document). The Group believes it is one of the leading global

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ended December 31, 2015, the Group’s ten largest clients thus response times to upcoming market opportunities, whilst accounted for only 20% of its consolidated production. Further, leveraging on shared best-practices and expertise throu- the Group’s relations with its largest clients are distributed ghout the Group. Under the oversight of the Group’s general among various contracts, activity segments and geographic management, local management teams are empowered regions, thus reducing its commercial dependence. and incentivised to steer focus on local opportunities and source add-on acquisitions (within strict criteria and limits The Group believes that its broad client base with limited set at Group level), and they are directly responsible for the concentration in any given end-market, its long-standing client successful integration of these new acquisitions. relationships, the importance of its maintenance contracts, as well as its small average contract size, provide it with a The competence and experience of its local management diversified business model poised to earn recurring revenues teams have allowed the Group to develop a strong business and, as it has demonstrated in recent years, to effectively culture thriving on strong performance and risk mana- address periods of economic slowing. gement, which rewards teamwork, individual merit and initiative through clear incentives. The Group believes that this embedded culture of local management, fostering high 6.2.3. Implementation of strict employee motivation and commitment at all levels of the control processes to secure organisation, is key to rolling out its strategy and successfully the delivery of strong reaching of its goals (see Section 6.3 of this Registration performance by its local Document). management teams

With almost 600 locations, of which over 530 concentrated in 6.2.4. Capitalising on secular its five largest countries, the Group operates a dense local growth drivers network sharing common processes with a view to ensure consistency and strong performance by local management The Group believes that its integrated technical services teams. The Group’s management closely monitors the deploy- offerings and leading position as the independent European (1) ment and implementation of these processes; in particular, leader allow it to seize growth opportunities, capitalising during the integration of new companies, the Group monitors on secular long-term drivers and megatrends in the various implementation, in newly acquired entities, of its own practices end-markets in which it operates. The Group also believes that are specific to it, including proactive risk management it is geared to benefit from the anticipated growth in certain through the implementation of common financial processes, markets (in particular in Europe and in the area of technical control of local management teams, and highly developed energy-related services). reporting systems. Such growth drivers and megatrends include (i) a general The Group has developed standardised best practices, spe- tendency towards outsourcing by companies of the highly cifically with regard to the management of working capital technical services offered by the Group, (ii) the strengthening requirements and invoicing methods, in all the countries in of environmental standards and growing concern for eco- which it operates. Through a rigorous contracting structure responsible consumption of energy, (iii) enhanced focus on as well as strict invoicing procedures, the Group provides for energy efficiency, (iv) shifts in mix of energy production and effective collection of its receivables, thus contributing to the distribution, (v) deployment of new technologies and service generation of high cash flows. innovation, (vi) trends towards home automation and “smart building” equipment, as well as the technological convergence The Group’s strategy emphasises flexibility, local decision- of communications systems (in particular in the areas of cloud making and responsibility by business management, in computing and external serving hosting segments which are order to adapt to local conditions and take advantage of swift 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, 2015.

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of infrastructure and (viii) an increased need for technical services in the oil, gas and nuclear energy industry. 6.2.5. An accretive reinvestment of high organic cash flows As fossil fuel trends toward scarcity and its price continues to rise over the long term, and as concerns over climate change in add-on acquisitions are heightened, local and national authorities, corporate The Group believes that the technical services industry in clients and public opinion are increasingly demanding socially which it operates remains a structurally fragmented industry responsible energy consumption. The Group believes that across Europe offering considerable scope for consolidation many of its technical services solutions and the innovative and external growth opportunities, with potential for the service offerings it is developing, such as those in the areas of acquisition of local players, particularly the United Kingdom, nuclear energy, renewable energy production, the installation the Netherlands, Germany and Northern Europe. and renovation of infrastructure, smart energy networks and optimisation of IT systems, involve maximising energy Since July 2006, the Group has successfully made 98 acqui- efficiency and savings. The Group also has recognised exper- sitions (including 96 bolt-on acquisitions) with significant tise in many of the technical solutions required to improve accretive valuation multiples and representing a total acquired environmental efficiency. It believes it is well positioned to production of almost €2,700 million and an amount of cumu- take advantage of the strong growth potential in the “green lated acquisitions of approximately €935 million, through a economy”, with customers for whom energy efficiency and disciplined approach to screening and by selecting acquisition sustainable development are a key area of concern. opportunities through the application of strict financial criteria (specifically reflected by an average EBITA acquisition In the oil & gas industry and despite the recent lower oil prices, multiple of 7.0x, reduced to 5.7x for bolt-on acquisitions). the Group believes it is positioned to benefit from the fore- Led by a dedicated and experienced team leveraging on the seeable long-term increase in demand for technical services strong involvement of local teams in the identification and in order to satisfy the current need in maintenance services for subsequent integration of acquired entities, the Group is highly utilised and ageing existing oil & gas production facili- concentrating on (i) developing the geographic density of its ties (brownfield) and the additional need for technical services facilities, (ii) strengthening its offering for existing operational related to upcoming investments in extreme zones and condi- entities, and (iii) establishing platforms with critical mass from tions (such as operations in very deep waters). Additionally, which to build on in chosen markets where the Group does not the need for more complex services relating to exploration and benefit from a pre-existing local footprint. extraction, which the Group believes will increase due to the fact that such processes are taking place in more challenging The execution and success of the Group’s external growth environments and circumstances (including heightened ope- policy are favoured by its in-depth knowledge of the markets rational complexity, a strengthening of applicable regulations and its various players, which have specifically allowed it to and more stringent HSE standards globally), will continue to undertake the majority of its acquisitions bilaterally (and not offer growth opportunities. as part of competitive processes), as well as to maintain a pipeline of targets that are clearly identified and constantly In the nuclear industry, due to the age of the plants and updated. Moreover, the generation of high levels of available decisions made to extend the lifetime of reactors, the Group cash flows has allowed the Group to self-finance most of its believes its leading position in France will allow it to benefit external growth over the last three years. from increased demand for renovation works and upgrades, as well as maintenance services. The Group further believes Since 2007, the Group has demonstrated its capacity to rapidly it is positioned to capitalise upon the demand created by and efficiently integrate acquisitions and to improve post- increasingly stringent safety and operational regulations acquisition operational effectiveness with a proven capacity applicable to nuclear plant operators, as well as by anticipated to systematically implement its standardised practices with decommissioning and investments in new plants, in particular regard to financial and reporting procedures, as well as to in France and the United Kingdom. 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.

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The Group has demonstrated a solid history of growth in ear- 6.2.6. Attractive financial ned revenue, and improved profitability (measured by its EBITA performance with strong margin) in all its activity segments since 2005, with production visibility increasing from €2.3 billion in 2005 to €5.3 billion in 2015, EBITA increasing from €75 million to €351 million and EBITA The Group believes it has successfully delivered revenue margin growing from 3.2% to 6.6% during the same period. growth, margin expansion and high cash conversion year after year.

Performance indicators 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 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) 75 97 129 166 197 220 243 262 298 334 351 Cash Conversion ratio (%) N/A N/A 176 156 96 124 106 100 110 102 105

The Group has been able to achieve this performance spe- Chairman & CEO, with extensive experience in the multi-tech- cifically though (i) proactive management of its business nical services industry and an average experience of 17 years portfolio, which has allowed it to focus on the most attractive in the Company. Driven by this team, the Group has developed and profitable market segments, (ii) ongoing optimisation of its a strong business culture based on solid fundamentals, organisation, specifically through simplification of the Group’s including: hierarchical structure, (iii) strengthening of its network density, • a deep pool of qualified divisional and country managers which has allowed it to offer broader coverage to its clients and further supported by a highly skilled workforce with a increase its proactiveness in the face of local demand, as well recognised degree of technical expertise at all levels (as as its productivity, (iv) a policy of strict performance bench- of December 31 2015, 96% of the Group’s employees were marking within each of the Group’s subsidiaries, (v) a more qualified); high-performance procurement organisation, (vi) extensive adaptability of its cost basis, as well as (vii) a proactive and • an emphasis personnel development and safety through efficient external growth policy that has allowed it to take posi- institutionalised training, talent recognition and best- tions in new markets and regions and enhance its offerings. in-class HSE procedures ensuring a favourable work environment and a high level of employee retention com- Additionally, the multi-technical services industry in which the pared with industry peers; and Group operates is characterised by low capital expenditures. • an alignment of interests with its employees (approximately Thanks to its financial policy historically focused on profitabi- 53% of whom are shareholders of the Company) coupled lity and its structurally negative working capital requirements, with a global incentive policy for all employees, ensuring a the Group believes it benefits from high cash flow generation, common sharing of the Group’s strategic vision and goals. which has allowed it to rapidly deleverage its net indebtedness and will continue to help it pursue its accretive external growth Under the leadership of this highly experienced management strategy. team, the Group has achieved revenue and profit growth, both organically and through the successful integration of numerous targeted acquisitions, margin expansion across 6.2.7. A strong corporate all operating segments, and implementation of measures resulting in strong cash flow generation and an attractive and culture, championed stable financial profile. by a highly experienced management team The Group believes that the industry knowledge of its senior management team, the skills of its local teams and their ability The Group is managed by a team consisting of 17 members to deliver, will continue to help the Group implement its value of the General Management Committee in addition to the creation strategy.

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6.3. STRATEGY

The Group is focusing its development and its offer on four The Group also aims at benefiting from the development of strategic segments: “Smart City”, including the “smart” layout the demand for smart solutions, combining information and of cities, particularly for communications infrastructure, communications technology, and electrical and mechanical mobility, group equipment and safety; “E-fficient buildings”, equipment with, for example, the development of smart i.e. a service offering for energy performance ranging from systems that optimise energy expenses. design to the operation and maintenance of low-consumption The Group also seeks to pursue the geographic diversification buildings; “Energy”, covering services offered by the Group in of its activities by seizing opportunities that arise in regions the areas of energy, particularly nuclear energy and renewable or countries where its presence is limited or non-existent, as energies, as well as Oil & Gas; and “Industry Services”, cove- with the acquisition of Hochtief’s Service Solution activities in ring the various areas of industry services. Germany in 2013. The Group also intends to continue reinves- Relying on its expertise in each of its activities, the Group has ting part of its available cash in targeted acquisitions, mainly in focused its strategy on the following principal lines. 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 6.3.1. Capitalising on long-term in the Netherlands, Leven Energy Services, operating in structural growth factors energy distribution and transmission network services in to continue fostering organic the United Kingdom, and lastly the acquisition of Hartmann growth greater than the Elektrotechnik GmbH in the ICT sector in Germany. change in GDP through 6.3.1.2. Serving the development of the “green the cycles economy” The Group seeks to contribute to and benefit from the deve- 6.3.1.1. Capitalising on growth opportunities lopment of the “green economy”, fostered by the long-term in its key markets increase in energy prices and domestic and international Benefiting from the quality of its integrated services offerings concerns over climate changes, which are pushing public and its position as an independent European leader, (1) the and private entities to implement systems to optimise energy Group seeks to capitalise on the attractive growth opportuni- expenditures. It is strongly positioned to address problems of ties offered in the various markets in which it operates. energy efficiency and energy savings.

The Group specifically hopes to benefit from the growing trend The Group seeks to concentrate on services aimed at enhan- toward outsourcing of technical services in the manufacturing cing its clients’ properties, reducing their energy bills and and retail sectors by businesses seeking to reduce the share addressing their sustainable development challenges. It will of their fixed costs, increase the visibility of their maintenance thus continue to develop its expertise in state-of-the-art areas budgets and limit costly and risky internal maintenance work. such as energy efficiency, smart grids and information and communications systems that enable working together while The Group is also pursuing the diversification of its activities. limiting travel. This diversification covers first of all the end-markets targeted by the Group so as to further extend its scope of activity. With Furthermore, with the spread of renewable energies, the increasing use of technology in equipping buildings, particu- Group is continuing to develop a line of services in the fields larly for automation, safety and comfort measures and energy of hydroelectricity, solar and wind power, as well as techniques efficiency, the Group is positioned in the enhanced outsourcing such as anaerobic digestion and waste combustion. of technical services required due to the complexity of the facilities.

(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, 2015.

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6.3.1.3. Capitalising on sectorial trends To that end, the Group will further strengthen its rigorous promoting specialty segments selection policy for the projects in which it is involved, as well as contract management, to increase its profitability by In the oil and gas sector and despite the recent lower oil concentrating on contracts with the highest margins. It also prices, the Group is seeking to contribute to the expected aims to improve its procurement procedures and conditions, increase in demand in the long term, in terms of both the need to manage even better its cost structure. It hopes to streng- for maintenance due to the high utilisation rates of production then its monitoring of responses to calls for bids and, more sites, and the need for new technologies and more complex generally, implement closer management of costs and risks services involving exploration and extraction. The Group seeks associated with contract implementation and project mana- to strengthen its presence throughout the entire production gement as a whole. chain, from support to operations, both onshore and offshore. The Group seeks to closely associate all its employees with The Group is also positioned to address the increasing need the rigorous management policy, oriented toward financial for efficiency and production security. Moreover, it seeks to performance, to control its costs, optimise its investments and contribute to the growth in production and the transport of control its working capital requirements to strengthen cash fossil fuels, as illustrated by its 2013 acquisition of the Plexal flows. It will thus continue to implement a variable incentive group, an engineering business with expertise in liquefied gas compensation policy for its employees, based particularly facilities. on the Group’s financial performance and safety-related In the nuclear sector, the Group seeks in particular to seize performance. 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 num- 6.3.3. Strengthening its presence ber of years. The Group seeks to play a critical role in deploying by participating in sectorial this plan, which is aimed at guaranteeing and increasing the consolidation availability of nuclear plants as well as extending their lifetime beyond 40 years. Although the technical services market has experienced The Group is also seeking to capitalise on the demand created some consolidation in recent years, its structure remains by the more stringent safety requirements applying to facili- fragmented, with numerous small or mid-sized players, ties and more generally the structuring of nuclear activities, offering important scope for external growth opportunities for particularly as part of the standardisation required by the the Group, particularly in Germany, the United Kingdom, the French Nuclear Safety Authority (Autorité de sûreté nucléaire) Netherlands and Northern Europe and globally on all markets. concerning all nuclear sites, following the Fukushima accident Benefiting from its internally generated operating funds, the in Japan. Group seeks to pursue a strengthening of its market coverage Finally, the Group is seeking to strengthen its offerings rela- and expand its range of offerings, either through acquisitions ting to the decommissioning and rehabilitation of facilities, a of limited size in regions where it believes its network is market in which the Group expects to see growing demand not as dense or where the range of its products needs to be from its customers, particularly due to the aging of the nuclear supplemented, or through larger acquisitions to expand its facilities. 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 6.3.2. Pursuing a rigorous services. operational management The Group benefits from the experience of its acquisition acti- policy, by concentrating vities team, through regional teams responsible for identifying on generating income and analysing addressable local targets and ensuring the and cash flows successful integration of acquired companies within the Group. Strengthened by a reservoir of clearly identified addressable The Group seeks to retain and further develop the effecti- targets, the Group will thus continue to analyse external veness of its operational management and the quality of its growth opportunities through a rigorous selection, audit and services, to increase the value of its offering, as well as its monitoring process, allowing it to ensure that completed margins and cash flows.

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acquisitions are then successfully integrated and their opera- generation and pursue its dynamic external growth policy, thus ting efficiency enhanced, making external growth an essential strengthening and diversifying its activities. source of value creation.

6.3.5. Continuing to broadly 6.3.4. Maintaining recurring revenue associate its employees with flow with strong visibility the Group’s performance

The Group’s objective is to maintain a high level of recurring A critical factor in the Group’s success is its employees’ activity, specifically by continuing to focus on asset-support adherence to the Company’s plan and their sharing of com- and maintenance services, which offer strong visibility for mon values. The Group has sought to broadly associate its revenue growth while offering some protection against employees with the Company’s performance by implementing changes in the economic environment. employee shareholder measures in 2006, 2011 and 2015; in this latest operation, more than 14,000 employees participated Beyond asset support and maintenance services, the Group in the employee share offering, thus leading to approximately seeks to increase its recurring activities by continuing to 20,000 the total number of employee shareholders. develop locally and by strengthening its long-term client relationships. Specifically, it relies on the strength and momentum An active employee shareholder policy is a strategic founda- of its local teams which, through almost 600 locations, assist tion for the Group’s profitable development. To that end, the the Group’s clients in 35 countries throughout the world. Company seeks to continue its policy of employee profit-sharing and to continue to expand the scope of the profit-sharing The Group also seeks to strengthen the revenue generated instruments implemented for its employees. through these recurring activities to maintain high cash flow

6.4. MARKET OVERVIEW AND COMPETITIVE POSITION (1)

The Group is the independent European leader in multi-tech- United Kingdom and Switzerland, where it considers itself to nical services (2), with a strategic focus on regions in which be amongst the main players. 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 6.4.1. Multi-Technical Services (3) by high disparities depending on the country; therefore the presentation below sets forth an analysis of the markets with The Group is developing its offerings of multi-technical regards to the main countries in which it has a presence. services in France, Germany, Switzerland, Central Europe and North-Western Europe (particularly the United Kingdom, As of the date of this Registration Document, the Group is the the Netherlands, Belgium and Portugal). In each of these leading independent player in France in a market characte- countries, the multi-technical services market is made up of rised by a gradual shift from the local player level to larger the following end-markets: national actors. The Group also benefits from a strong and growing presence in Germany, the Netherlands, Belgium, the • 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, 2015. (3) Except for France, data mentioned in this Section 6.4.1 do not take into account ICT activities.

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• industry sector: including in particular pharmaceuticals, 6.4.1.2. Germany & Central Europe petro-chemicals, automotive and aerospace; • infrastructure: including energy, transport and telecommu- Germany nications infrastructure operated mainly by large national Market trends companies; The German multi-technical services market generated • local authorities: including all public buildings (excluding total revenues of approximately €80 billion in 2015. With the hospitals) and infrastructure owned by regional and muni- acquisition of the Hochtief Service Solution activities in 2013, cipal authorities (schools, research centres, libraries, city Germany is now the Group’s second-largest market. After halls, public lighting, etc.); and having seen growth of approximately 5% per year over the period 2010 to 2015, the German multi-technical services • residential buildings: where the Group has a limited pres- market should continue to grow. This development is boosted ence, mostly addressed by small local players. by the development in outsourcing and subcontracting 6.4.1.1. France technical services. In fact, clients present on this market are opting increasingly for multi-technical service providers so Market trends as to group their subcontracting contracts and build lasting The Group believes that the French multi-technical services contractual relations (source: 2015 Lünendonk Study). market, in which it operates (i.e., not including residential dwellings), generated total revenues of approximately €31 bil- Competitive environment lion in 2015, down approximately 3% on 2014. The net drop in The German multi-technical services market is structured public investment (State, local authorities) impacted volumes, around six types of players: whilst activity with the private sector fell slightly. In the private • technical solution providers for major installation or reno- sector, activity with clients in the industry and infrastructures vation projects (Caverion, Cofely, ROM Technik); was maintained at the same level, whereas the Trade and Services segments saw a slight decline. • technical facilities management players (SPIE, Bilfinger, Strabag, Wisag); Competitive environment • energy management service providers (SPIE, Cofely, Getec, The French multi-technical services market is structured public and private energy suppliers); around four types of players: • specialised industrial services providers (Voith Industrial • large subsidiaries of leading French construction groups Services, Wisag, Bilfinger); (Vinci Energies, Eiffage Energie, Bouygues E&S); • integrated non-technical (cleaning, restoration) facilities • subsidiaries of energy groups (Engie, EDF); management players (Sodexo, Wisag, Compass, Dussman); • large national independent players (SPIE, SNEF); and and • a large number of small and medium-sized regional • various local players. and local players, basing their strategy on proximity and The Group is the fifth largest player in facilities management customer relationships. in Germany with a market share of approximately 1% in 2015 The five largest players covered approximately 37% of the mar- (on the relevant market for renovation and maintenance ket in 2015. Major players now offer all types of services and business). The market is highly fragmented, even though the cover all end-customer markets. In 2015, in a French market largest players have grown by engaging in various acquisitions that is still fragmented, although more consolidated than other in recent years. This trend should continue (source: 2015 European markets, the Group believes it is the third largest Lünendonk Study). (1) player, with a market share of approximately 6% . Pressure from competition is still a major issue on the German market, in a context where the various players seek to pro- gressively penetrate their competitors’ service segments.

(1) Estimate based on the Group’s production for the financial year ended December 31, 2015.

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6.4.1.3. North-Western Europe Competitive environment The Group believes it is the second largest player in the 6.4.1.3.1. United Kingdom Dutch multi-technical services market with a market share of Market trends approximately 4% in 2015. This market is rather fragmented, The UK multi-technical services market generated total as the five leading players account together for a market share revenues of approximately €23 billion (1) in 2015. At constant of approximately 25% in 2015. exchange rate, it did not grow this year. 6.4.1.3.3. Belgium Indecision regarding major infrastructure projects and efforts Market trends being made to reduce public spending in particular continue to have an adverse effect on the market. The Belgian multi-technical services market generated total revenues of approximately €4.4 billion in 2015, slightly up on Although business activity seems to be improving slightly, 2014. pressure on prices remains strong. Lastly, the financial difficulties faced by the main contracting players are a threat to The main growth vectors are increased outsourcing of multi- the British market. technical services by industrial and tertiary clients, renewal and transformation of the industrial network, and also invest- Competitive environment ment in the health sector. The UK multi-technical services market is structured around Competitive environment four types of players: The Belgian multi-technical services market is rather consoli- • integrated construction groups (Balfour Beatty, Skanska, dated, the five largest players amounting to approximately 38% Laing O’Rourke); in 2015. The Group believes it is the third largest player, with • multi-technical service specialists (NG Bailey, SPIE, Forth a market share of approximately 6% in 2015. Electrical, Imtech, T. Clarke, Lorne Stewart); • operators core in other services with M&E offering (SSE, InterServe); and 6.4.2. Communications • a large number of small and medium-sized regional and The Group operates on the Information & Communication local players. Technology Services market, which covers infrastructures for The UK multi-technical market is highly fragmented. The networks, telecommunications and information systems, and Group believes it is one of the three largest players in the UK communications, video and data application services, primarily multi-technical market, with a market share of approximately in France, Germany, Switzerland and the Netherlands. 2% (2). Market trends 6.4.1.3.2. The Netherlands On the French market, the Group’s activities are exclusively Market trends focused on IT services. This market was valued at approximately €10 billion in 2015. Growth on this market was The Dutch multi-technical services market generated total approximately 1% in 2015. The main medium-term growth revenues of approximately €11.8 billion in 2015. factors are cloud computing, which is the principal enabler Going forward, the Dutch multi-technical services market of the digital transformation, the digital sector, and the user should in particular benefit from a large grid renovation experience. Mobility and information systems security services program. 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, 2015.

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Its aim is to provide a global offer of advice-engineering- investments should remain low, or continue to fall, whilst new integration services, IT outsourcing, maintenance and initiatives for reducing their operating spending are expected. operated/cloud services in the technological perimeter of Downstream oil markets (refining and petrochemicals) are, Unified Communications & Collaboration, IP Infrastructures for their part, less affected by the drop in price per barrel, in and Security, data centres and the Internet of Things. particular in the Middle East.

Service offers are made up of two activity segments: The market for technical services to the oil and gas industry covered by the Group comprises three segments: • Consultancy-engineering-integration services encom- passing advice, design of architecture and technological • production and maintenance segment, which comprises integration intended to (i) construct communications, col- the operation and maintenance of production facilities on laboration, local network and wider network solutions behalf of oil companies (workforce and equipment); (Lan/Man/Wan); (ii) make efficient, mobile and secure • new build projects segment, which comprises engineering, work environments available to users, and (iii) implement procurement and construction (EPC) of new offshore and systems infrastructures suitable for the digitalisation of onshore production facilities; and businesses and companies; • renovation projects segment, which comprises engineering, • Communication and information system support and procurement and construction (PRC) upgrade of existing operation services, in order to guarantee availability of offshore and onshore production facilities. applications: (i) IT outsourcing services for user environ- Competitive environment ments, communication and collaboration systems, network and systems infrastructures; (ii) technological expertise The major players in multi-technical services, in which the services and solutions; and (iii) maintenance services Group is active, are the Group, Dietsmann, Cegelec O&G, associated with technologies. Saipem Ops and, to a lesser extent, WoodGroup, Petrofac or Ponticelli. The Group considers that it has a market share of Competitive environment approximately 10% (1), making it one of the major players on The communications services market remains highly frag- the technical assistance and operating maintenance markets. mented, with a very large number of local players. The six The rest of the market is highly fragmented, with a very large largest players currently represent approximately half of the number of small local and regional players, as well as tempo- market. The Group believes it is the second largest player in rary technical staff providers. this market. 6.4.3.2. Nuclear 6.4.3. Oil & Gas and Nuclear Market trends The market of multi-technical services generated by the production of nuclear electricity, represented revenues of 6.4.3.1. Oil & Gas almost €2 billion in 2015 (ordinary maintenance expenses and Market trends investments in the French nuclear power plants).

The Oil & Gas technical services market covered by the Group This market should continue to grow during the coming years (Africa, Middle-East and Asia-Pacific), which had generated thanks, in particular, to the renovation work linked to extending total revenues of approximately €12 billion in 2014, expe- the lifetime of plants (the “Grand Carénage” program), and to rienced a marked decrease in 2015, to reach approximately what are known as the post-Fukushima changes (increased €9 billion. Visibility on levels of activity in the short- and security following the accident in Fukushima). medium-term is limited. In a context of a depreciated price per barrel which shows no signs of recovery, oil customer

(1) Estimate based on the Group’s production for the fiscal year ended December 31, 2015.

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As a reminder, the construction of new plants should be Competitive environment launched from 2030, with the construction of the EPR, EDF The five largest players account for approximately 66% of the and AREVA considering a “New Model EPR” which is more market. The market is quite consolidated, with few players easily exportable. Besides, dismantling remains, for the time having the expertise and qualifications needed to work in the being, a “future” market for EDF. specific environment of conventional nuclear plant islands. This market is characterised by a strong concentration of The Group believes it is among the three largest players in clients, with EDF, Areva and the Commissariat à l’énergie the multi-technical nuclear industry services market in France (1) atomique et aux energies alternatives being the three major with a market share of approximately 10% . players.

6.5. DESCRIPTION OF THE GROUP’S PRINCIPAL ACTIVITIES

The Group provides multi-technical services, in electrical, services facilities, building technologies (integrated security HVAC and mechanical engineering services, in three geo- and safety) and process engineering and implementation graphic regions: France, Germany and Central Europe, and (instrumentation, automatic controls, robotic, industrial com- North-Western Europe. The Group also offers, services and puting, transport schemes management) – (Information & support in those geographic regions dedicated to information Communications Technology Services – ICT) mainly in France and communication systems infrastructure, telecoms services and North-Western Europe. and security and safety of buildings. For the financial year ended December 31, 2015, Mechanical As part of its Oil & Gas and Nuclear activities, the Group also and Electrical Services, Technical Facility Management activi- offers multi-technical services in specialised sectors of the oil ties and Information & Communications Technology Services & gas and nuclear industries. The Group operates its Oil & Gas respectively accounted for a production of €2,308.5 million, activities in more than 30 countries, while its nuclear activities €1,810.0 million and €1,184.6 million, i.e. 44%, 34% and 22% are primarily based in France. of the Group’s consolidated production.

6.5.1.1. Mechanical and Electrical Services 6.5.1. General presentation and Technical Facility Management The Group supports its clients in designing, building, exten- The Group’s principal activity consists of providing multi- ding, renovating, and support in operating and maintaining technical services (Mechanical and Electrical Services – (M&E) their facilities, through its expertise in electrical, HVAC and – which covers design, installation, extension and renovation mechanical engineering services. Through these services, the of mechanical, electrical and heat systems, ventilation and air Group offers solutions that allow its clients to control their conditioning, and Technical Facility Management – (Tech. FM), energy consumption, specifically by means of customised which covers operation and technical maintenance of clients’ technologies, arbitrage between fossil and renewable ener- facilities in three geographic regions: France, Germany and gies, and operational support, allowing them to reduce their Central Europe, and North-Western Europe). It also provides energy expenses by up to 50%, particularly in the context of services in IT facilities and communication networks (infras- “energy performance” contracts, pursuant to which the Group tructure, improvement and maintenance of communications commits to reducing its clients’ expenses to a certain level. systems, voice, data, images and information), telecoms

(1) Estimate based on the Group’s production for the fiscal year ended December 31, 2015.

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6.5.1.2. Electrical engineering It installs cold production plants, compressors, heat pumps In the area of electrical engineering, the services offered and geothermal systems, and provides for the routing and by the Group include procurement of high- and low-tension distribution of fluids or hot or cold air through networks of facilities. The Group is also active in renewable energy pro- pipelines or conduits, ventilators and pumps. The Group also duction, specifically at wind or photovoltaic plants that may be provides for the implementation of terminal equipment for the parts of turnkey procurements of complete facilities, including dissemination and regulation of heat (power, temperature). All connection to the electricity transmission network. The Group these facilities are managed by temperature and flow sensors is also active as an integrator in the public lighting sector. to ensure optimal comfort to users in all climatic configura- It offers the installation of smart lighting points, which can tions. The Group is also active in the area of sanitary plumbing. be controlled remotely by regulating systems that allow for The Group also offers integrated ventilation and smoke-remo- differentiated lighting, thus optimising energy expenditures. val systems (both in highway tunnels and at manufacturing and It is also active in the enhancement of architectural assets, tertiary sites). Further, it is active in manufacturing processes including illumination solutions. It installs three-colour requiring very high levels of dust control, particularly in the traffic lights, as well as video-protection systems consisting agro-food and pharmaceutical sectors. of the installation of cameras and provision of image storage systems. The Group’s services also include the installation of Finally, the Group designs and installs of cooling, filtration and charging stations for electrical vehicles, airport runway sweep ventilation systems for technical facilities that generate high systems, highway information signs and highway equipment volumes of heat, such as computer centres and network cores for toll roads and tunnels. for telecommunications operators.

In building interiors, the Group’s services cover all electrical 6.5.1.4. Mechanical engineering equipment, from transformers to power supplies for wall In mechanical engineering, the Group operates either through outlets, including electric switchboards. To mitigate potential its own workshops, allowing it to offer manufacturing, network failures, the Group is able to offer secured power repair and restoration services for mechanical parts, or by supplies by installing inverters equipped with batteries and intervening directly at its clients’ sites. The Group’s services electrical generation groups. The Group also implements specifically include developing customised parts, reconditio- “smart” lighting (in the tertiary sector as well as in manufac- ning valves, rewinding electric motors, reconditioning diesel turing and residential), to optimise energy consumption using engines, and transfer of client sites. Specifically, in the area of motion detectors or ambient lighting. The Group also offers rock and sand quarries, the Group designs, manufactures and services related to low-voltage transmission for security and installs or renovates conveyor belts, screens, grinders, storage building-control systems, as well as telephone and computer tanks and silos. In the aeronautics sector, it offers the design networks. and modernisation of logistical equipment, supports and In the manufacturing sector, the Group offers all electrical robots incorporated into assembly lines. Finally, in the area of power services for machinery, engines, valves, and imple- hydraulics, the Group provides for the sizing and implementa- mentation of production lines for metering and regulating tion of mechanical facilities for drinking water or wastewater instruments, as well as automation systems for the manage- treatment facilities, such as pumps, fluid networks, valves and ment and supervision of industrial processes. compactors.

6.5.1.3. HVAC engineering 6.5.1.5. Technical Facility Management The Group has expertise in HVAC engineering. It primarily Across all of its business lines in electrical, HVAC and mecha- offers design, installation and renovation services for heating, nical engineering, the Group’s services include (in addition to ventilation and air conditioning. Specifically, the Group is active installation) support for operations and process industrialisa- in the installation of wood- or gas-fuelled boilers, as well as tion (servicing, preventive and corrective maintenance, repair, those fuelled by recycled materials, such as household waste small renovation), allowing it to support its clients throughout or even biogas from manufacturing or agricultural processes. the entire life-span of their equipment. The Group offers a

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wide range of audit and diagnostic services, as well as the operating conditions, the Group is continuing its rapid growth, necessary mono- or multi-technical maintenance services to notably with the 2012 acquisition of the APX IT outsourcing operate its clients’ facilities, including electrical, HVAC and subsidiary. These services are offered as part of multi-year mechanical engineering services. Its expertise in technical client contracts that include a commitment to results with facilities allows the Group to commit to availability rates regard to services offered (service level agreement). and performance levels for facilities. In energy performance Over the past ten years, the Group has undertaken a certain contracts, the Group also commits to the energy performance number of strategic acquisitions allowing it to expand its levels of the facilities for which it is responsible. The Group range of services. Specifically, in 2010 it acquired Sertig in is also capable of providing, where applicable, Facility France, a business specialising in IT outsourcing services, and Management including one or more technical maintenance VeePee, an operator of hosted IP infrastructure and services. services combined with one or more services (including for Through these acquisitions, to which are added those of APX green areas, reception or restoration) which are subcontracted Infogérance in 2012, IS&P in the Netherlands in 2013 and to external services providers. Connectis in Switzerland in 2014, the Group holds a strong position in this sector, with high demand for services invol- 6.5.1.6. Information & Communication ving the outsourcing and transformation of communications Technology Services and information systems. In 2014, the Group carried out the The Group holds a leading position in France in the evol- acquisition of the German group Fleischhauer which offers a ving information systems and communications market, comprehensive portfolio of multi-technical facility services, mainly through its subsidiary SPIE ICS (formerly SPIE ranging from the planning, installation and servicing of Communications), offering a wide range of solutions and complex security installations to IT infrastructure, electronic services, from design to information technology management, and media technology. Finally, in 2015, the Group signed an and a range of operated and cloud computing services, largely agreement for the acquisition of Hartmann Elektrotechnik in France, Switzerland and, to a lesser extent, in Netherlands GmbH, which enables it to reinforce its Information and and Germany. Over a half than Information & Communications Communications Technology Services activities in Germany. Technology Services activities is represented by IT infrastructure and communication networks.

Specifically, the Group offers its clients unified communi- 6.5.2. France cations services and solutions for voice, data and images, In France, the Group provides multi-technical and communi- technical infrastructure services and solutions for informa- cations services. It is the third largest player in multi-technical tion systems. The Group also offers integrated, consistent services on this market. and secure solutions for communications and information systems. Finally, the Group integrates “connected objects” In the financial year ended December 31, 2015, the France in its services, particularly in the health sector, with remote segment accounted for a production of €2,292 million, i.e. diagnostics and patient monitoring applications. 43% of the Group’s consolidated production, and an EBITA of €158 million, i.e. 45% of the Group’s consolidated EBITA. The Group also relies on solid service control measures, such as auditing and advising on the architecture and security of The majority of customers of the Group in this segment come IP computer networks, integration and maintenance of IP from retail service provider sectors. networks and security equipment, user support, management and support for the operation of networks and systems. 6.5.2.1. Mechanical and Electrical Services The Group offers infrastructure-related services from data and Technical Facility Management centres, such as design, installation, maintenance and support The Group offers its services through approximately for the operation of such centres. For a complete range of 13,200 employees and a dense network of over 270 sites offerings in this activity, services involving the installation of distributed among five geographic regions, Île-de-France, access control and monitoring systems for computer sites Northwest, West-Centre, Southwest, and Southeast and East, form an integral part of the Group’s expertise. In the area in which the following subsidiaries, respectively, operate: of IT outsourcing [infogérance] services and maintenance of SPIE Île-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE

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Sud-Ouest, SPIE Sud-Est and SPIE Est. The nature of the tertiary sector, and companies in the manufacturing and activities of these companies within the Group is directly infrastructure sector, including, for example, Arcelor-Mittal, influenced by their geographical location: whilst industry is Alstom, the Airbus Group, BNP Paribas, Lafarge, Michelin, predominant in the east of the country, economic activity in Peugeot and Sanofi. Specifically, since 2013 the Group has the west is more focused on agriculture and infrastructure. participated in a complete reconditioning of an Arcelor-Mittal blast furnace at Dunkirk. It also provides multi-technical To expand its presence and enhance its range of offerings, maintenance of the Quatre-Temps Commercial Centre in Paris. the Group is considering acquisition opportunities. Thus in 2015 the Group carried out the acquisitions of Thermat in In the Technical Facility Management sector, in 2015 a multi- Haute-Savoie and Villanova in Auvergne, which enabled it technical maintenance contract with the Louvre Hotels hotel to reinforce its technical offer dedicated to the new multiple group was renewed and extended, now covering 113 Campanile dwelling unit market. In 2014, the Group carried out the acqui- and Première Classe hotels. With ENI, the Group also won sition of the multi-technical group Madaule, which allowed it a contract for the maintenance of 165 service stations. And to increase its presence in southwest France. In 2012, it had finally, La Banque Postale awarded SPIE a safety-security already strengthened its position in southeast Île-de-France by maintenance contract for 21 financial centres. acquiring the company INSTEL, which engages in all types of Maintenance contracts are generally entered into for a electrical equipment work, both high-voltage and low-voltage, renewable term of three years or for a term of one year with in the manufacturing and tertiary sectors. Finally, in 2011, the automatic renewal (specifically for clients in the public sector). 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 6.5.2.2. Information & Communications coverage in three major western cities: Nantes, Bordeaux and Technology Services Toulouse. In France, the Group offers services to IT infrastructures and application services relating to communication, collaboration, The Group serves all economic players and sectors (manufac- security, monitoring and performance analysis of communica- turing, tertiary, ministries and government entities). It has over tions and information systems. It also offers transformation 10,000 clients for its multi-technical activities. and planning services for communication and information The main Large Accounts clients to which the Group provides systems aiming to support the digitalisation of companies electrical engineering services include EDF, Total, SFR, and professions. Following on from these services, the Group Orange, Airbus and BNP Paribas, as well as the Ministry proposes technological integration and support services for of Economics and Finance. To illustrate, the information the operation of communications and information systems via systems division of the Ministry of Foreign Affairs and its subsidiary SPIE ICS (formerly SPIE Communications). International Development assigned to SPIE ICS (formerly Using a network of 70 service points, nearly 60 agencies and SPIE Communications) the provision of IT installation and approximately 3,000 employees, the Group operates in a range information management services dedicated to the COP21 of sectors such as aeronautics, mass distribution, banking and organised in November 2015. In 2015 the Group also accepted insurance, health and local authorities and State services. a contract relating to electrical installations for accommo- dations located in Seine-et-Marne as part of the Villages The Group has developed solutions and services needed for the Nature project, initiated by Euro Disney, Pierre & Vacances design, implementation and IT outsourcing of sustainable and and Center Parcs, which was one of the biggest European evolving information and communications systems. It assists tourism projects. Also in 2015, the Group obtained contracts its clients in defining and implementing their information and with a view to the deployment of electric charging stations communications systems, and in their optimisation, use and for electrical vehicles in the département of Morbihan and the appropriation by users. To illustrate, in 2015, the SEB group Burgundy region. Finally, the Group has been active since 2008 maintained its confidence in SPIE, asking for its support in the on behalf of Orange, to ensure the maintenance and monito- context of that group’s digital transformation and, in particu- ring of calling and alarm centres at over 10,000 sites, as well lar, to handle the migration of its servers to a hybrid cloud. as on behalf of BNP Paribas since 2014, in collaboration with Similarly, a contract with NRJ Group for the comprehensive Engie, to ensure the electricity supply for a new data centre, IT outsourcing of its network was renewed and extended. In as well as the security of three data centres located in France addition, since 2014, the Group has been party to outsourcing and Belgium. contracts relating to information systems for five research centres of the French Atomic Energy and Alternative Energy In the areas of HVAC engineering and mechanical engineering Commission. services, the Group’s clients are, respectively, entities in the

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The Group seeks to provide its clients with new services while The Group’s clients in Germany represent a wide range of assisting them in the design, implementation and IT outsour- sectors: finance, healthcare, transportation, semi-conductors cing of more energy-efficient and environmentally friendly and automobiles, and include private and public players such infrastructure. as Siemens, Daimler, Lufthansa, MunichRE, Commerzbank and several public authorities. A part of the ICT services are offered by the Group through subsidiaries other than SPIE ICS (formerly SPIE Communications). In 2015, SPIE GmbH expanded its footprint in Germany. These are services that correspond to telecommunications Business was done by both extending or renewing existing infrastructure such as the installation of mobile telephone contracts, and the conclusion of new contracts. hot spots, the roll-out of very high-speed infrastructure, and In the M&E services sector, the maintenance contract entered connecting customers to fibre optic (particularly as part of into in 2004 with SI Erlebnis-Centrum, covering heating, air FTTH (“Fibre to the Home”) programmes. The Group also conditioning and drinking water supply systems, was renewed provides maintenance services for major telecommunications for a term of ten years. The Group also entered into a new operators such as Orange. contract for a term of fifteen years with Charité Campus In almost all cases, contracts entered into by the Group as Virchow-Klinikum, for the organisation, installation and ope- integrator contain maintenance activities associated with pro- ration of a combined heating, cooling and electricity production viding integration services. These agreements are generally system. A ten-year contract was won with Fujitsu, including entered into for periods of one year with automatic renewal, the design and installation of a cogeneration plant to enable or for periods of three years. Contracts under which the Group savings of €2 million. provides IT outsourcing services have a duration of between Moreover, in the ICT sector, the Group has entered into a three and six years. contract with Finanz Informatik for completion of a TIER-IV The Group serves thousands of clients distributed across two certified data center. categories: Medium-Sized Enterprises (of between 500 and In the Tech FM services sector, the Group has concluded 5,000 users), a market in which the Group is seeking to develop its first contract with Airbus in Germany, for the supply of further; and Large Accounts (including large listed companies multi-technical services on five sites in the north of the such as the Airbus Group, ministries and entities such as the country, involving a total of 370 buildings and warehouses. Ministry of Defence and the Employment Division). These services include commissioning and maintenance of To a lesser extent, the Group also offers its communications heating, ventilation and air conditioning installations, as well services internationally, as part of its participation in Global as everyday maintenance of installations and the provision of Workspace Alliance, an international group of nine com- round-the-clock services. In addition, a contract entered into panies active in the area of IT services and present in over with Munich Re was extended, before expiry, to 2023. Similarly, 90 countries. 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 2018.

6.5.3. Germany & Central Europe In October 2015, the Group acquired Cromm & Co GmbH, a company situated in Karlsruhe, specialising in communication The Group operates primarily in Germany, the Group’s systems, network data and the installation of fibre optic and second largest market, relying on SPIE GmbH, which offers also the supply of associated services. In December 2015, the multi-technical services and integrated facilities and energy Group signed an agreement for the acquisition of Hartmann management services and a global range of network, voice, Elektrotechnik GmbH, a company situated in Hamburg and video and data services on IP, network and building security. In providing a wide range of ICT and M&E services covering Germany, the Group has almost 60 sites and has approximately communication networks, automated systems, security and 4,800 employees. engineering technologies and industrial services. Hartmann SPIE GmbH is present in all major German metropolitan Elektrotechnik GmbH benefits from a broad and solid client industrial regions (Lower Saxony, Hamburg, North Rhine- base, made up of well-known industrial players, active in parti- Westphalia, Rhine-Neckar, Saxony, Stuttgart, Munich, cular in the automobile, aerospace and petrochemical sectors. Nuremberg, Berlin etc.).

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Outside Germany, the Group operates mainly in Switzerland EI WHS in 2009. This presence was strengthened in 2014 where, with the support of roughly 620 employees (as at through the acquisition of Scotshield, a company offering December 31, 2015), it offers a wide range of multi-technical a range of installation and maintenance services for fire services, including through the companies Connectis and detection, access control and CCTV. In addition, in 2013, the Softix acquired in 2014 and allowing it to provide ICT services. Group carried out the acquisition of the companies Alard, an The Group also expanded its service offering through the electrical engineering business based in Manchester, and acquisition in 2014 of the companies VISCOM System SA and Electricity Network Solution Ltd, which allowed the Group Vista Concept SA, specialists in voice, data and image integra- to access the British market for engineering services for tion for smart buildings. electricity transmission and distribution networks. Finally, in 2012, the Group also acquired Garside and Laycock and in The Group is also active in Hungary and Poland to a more 2013 joined the British business of Hochtief Service Solution, limited extent. to facilitate its growth in northern England and strengthen In Poland, SPIE Polska has, however, created a presence on its facilities management business. In July 2015, the Group the market and has developed a good reputation in terms of acquired Leven Energy Services, whose turnover amounted service quality. In 2015, the company won the Manufacturing to approximately €53 million in 2014, and thus expanded its Excellence Award 2015 in the category “Facilities Maintenance/ range of services to the energy distribution networks in the Property Management” and was elected “Facility Management United Kingdom. Company of the Year” for the fifth consecutive year. The Group’s clients in the United Kingdom are both public In November 2015, the Group assigned 100% of the shares in sector and private sector entities; including Rolls Royce, the SPIE Hungaria Kft. to the Hungarian Dome Facility Services Ministry of Defence, J.P. Morgan, Scottish Power, Lloyd’s, Royal Group. Mail Group, as well as Semperian. In 2011, the Group undertook the installation of lighting in the first British road tunnel In the financial year ended December 31, 2015, the Germany & equipped with linear LED lighting. In 2012, it participated in Central Europe segment generated production of €901 million, restoration of the buildings of West Thames College by impro- i.e. 17% of the Group’s consolidated production, and an EBITA ving the facilities’ energy efficiency. Since 2013, it has been of €36 million, i.e. 10% of the Group’s consolidated EBITA. 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 6.5.4. North-Western Europe Group’s production in the United Kingdom for the financial year ended December 31, 2015. In the North-Western Europe segment, the Group believes it is the fifth largest player in the market in the Netherlands, the Across a market that is still unconsolidated, the Group believes second largest in Belgium and one of the three largest in the it is one of the three largest players in its sector. Specifically, United Kingdom. it has developed particular expertise in 3D energy modelling, through dedicated tools that allow for the calculation and In the financial year ended December 31, 2015, the justification of investments to improve energy performance North-Western Europe segment generated production of in existing buildings, allowing it to position itself as an EDF €1,310 million, i.e. 25% of the Group’s consolidated production, Energy partner in renovation contracts originating from the so- and an EBITA of €60 million, i.e. 17% of the Group’s consoli- called “Green Deal” government initiative. The Group also has dated EBITA. strong expertise in the management of critical environment facilities (bank trading desks, pharmaceutical production lines, 6.5.4.1. United Kingdom data centres) and is developing the capacity to intervene in The Group operates in the United Kingdom via its subsi- national multi-site contracts, particularly in the retail sector. diary SPIE UK which, as at December 31, 2015, had over 3,200 employees on around fifty sites, offering a range of 6.5.4.2. The Netherlands technical and assistance services covering mechanical and Primarily through its subsidiary SPIE Nederland, the Group electric design, installation, testing and commissioning, as has been active in the Netherlands since 1997 in several well as maintenance and long-term facilities management. phases of design, construction and maintenance in various The Group’s presence in the United Kingdom is due primarily environments: network systems, energy facilities, bridges, to the acquisition of the companies Matthew Hall in 2007 and locks, manufacturing sites and buildings. It also offers

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maintenance consulting services and develops inspection The Group’s client portfolio is balanced, and its clients ope- and maintenance software for manufacturing facilities and rate in the public as well as the private sectors. The services networks. provided by the Group are focused on high-voltage electricity, low-voltage electricity and ultra-low voltage, instrumentation As of December 31, 2015, the Group had over 50 locations in and pipelines for the manufacturing and infrastructure sec- the Netherlands and nearly 3,400 employees. Its presence tors, and also on multi-technical services for the commercial has been strengthened in recent years, specifically by the sector. In the manufacturing sector, the Group is active with acquisition of the business of Numac in May 2015, leading major industrial players such as Total, J&J, Solvay, BASF, industrial maintenance and technical services provider for Exxon, GSK and AKZO, and financial players such as ING for the industry, the acquisition concluded in December 2015 of maintenance work and engineering projects. The Group is the Jansen Venneboer group, independent provider of instal- also active through a number of SMEs. In the area of infras- lation and maintenance services for wet infrastructures, the tructure, the regions (Brussels, Flanders and Wallonia) and acquisition of IS&P in 2013 from the Dutch operator KPN, the public transport (the STIB in Brussels, De Lijn in Flanders and activities of which consist in the installation, maintenance and the SNCB nationwide) are the Group’s major clients, both for management of communications infrastructure for voice and engineering projects and for recurring work. data, and the acquisition of Gebr. Van der Donk in 2012, which specialises in the deployment and maintenance of fibre optic The services offered by the Group specifically concern the networks and primarily of private-use networks (FTTH). These maintenance of technical facilities in buildings and transporta- last two acquisitions allow the Group to offer a complete line tion infrastructure (particularly tunnels and traffic information of digital connectivity services. systems), the installation and maintenance of elevators and the assembly and replacement of electricity and gas meters. The Group is active in the Netherlands for both public and In addition, the Group is a major player in the area of HVAC private sector clients, such as KPN, TenneT, Shell, BP, Vopak engineering services, and holds a solid engineering position and Sitech. In 2015, the Group was involved, among other in the hospital and banking sectors and in office building things, in work on extending the Botlek bridge, the highest renovations. vertical lift bridge in Europe (energy installation and electrical operating systems), and in modernisation of the cooling In 2015, the Group carried out the entire electricity distribution system at the Dutch subsidiary of the Sabic group, one of the installation on the new lock at Lanaye, a strategic naval hub leading international chemical companies. between France, Belgium, the Netherlands and Germany. It also executed a multi-technical contract for AKZO in the 6.5.4.3. Belgium context of construction of a new plant. The Group was also selected for the construction of a new hospital in Liège (HVAC The Group operates in Belgium and in Luxembourg through engineering works). Finally, the bank ING entrusted the Group its subsidiary SPIE Belgium, which has 17 sites in total in with maintenance of its branches throughout Belgium from Belgium, and approximately 1,600 employees, allowing it to January 1, 2016. offer a global range of multi-technical services. Belgium is one of the Group’s oldest markets, as it has been 6.5.4.4. Morocco and Portugal active there since 1946. This position has been strengthened The Group operates in Morocco through its subsidiary SPIE in recent years, particularly in 2013, with the acquisition of the Maroc, which employs approximately 900 people and has five Devis group, which specialises in the HVAC engineering sector facilities, in Casablanca, Tangiers, Rabat and Marrakesh. The (installation and maintenance), in 2012 by its acquisition of range of services offered by the Group covers all multi-tech- the businesses of the Vano group (G. Van Overschelde, Vano nical services and specifically includes high- and low-voltage Electro and Vanogroep), active in electrical projects and the electrical equipment projects, the deployment of mobile and solar panel installation sector and in 2011 by its acquisition of fixed communications infrastructure, and the manufacture the company Chauffage Declercq which specialises in HVAC of very high-tension pylons and GSM through a dedicated engineering (installation and maintenance). The Group has workshop, supplemented by a boiler and carpentry unit. The also traditionally been present in Luxembourg in the HVAC Group also offers a global range of maintenance services. engineering sector (installation and maintenance). At the end of the 2015 financial year, SPIE Belgium signed the acquisition In Portugal, the Group initiated a sale process of its subsidiary of the company CRIC, specialising in maintenance and work on TecnoSpie SA. This process is still ongoing as of December 31, installations in the HVAC engineering sector. 2015.

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be combined with support for production operations (com- 6.5.5. Oil & Gas and Nuclear missioning, quality control etc.). Finally, the Group provides dedicated maintenance and repair services for revolving In the financial year ended December 31, 2015, the Oil & Gas machinery, and treatment solutions for contaminated soil and and Nuclear segment generated a production of €794 million, the cleaning of oil tanks. The Group’s services also include i.e. 15% of the Group’s consolidated production and an EBITA of pollution clean-up and site rehabilitation. €77 million, i.e. 22% of the Group’s consolidated EBITA. In offshore sites, since 2005 the Group has been responsible 6.5.5.1. Oil & Gas for maintaining and inspecting a floating unit for the production, storage and export of petroleum across Angola (operated The Group offers a wide range of services in the Oil & Gas by Total E&P Angola). This major contract, renewed for sector to assist its clientele, consisting of major players in 2011-2016, includes electricity, instrumentation, mechanical, the oil sector, national oil companies, manufacturers and heating, ventilation, climate control, control systems and secu- engineering companies, particularly in the chemical and rity equipment for the facility, as well as turbine maintenance. petrochemical industry. Through SONAID, a joint venture with Sonangol, the Angolan The Group believes it is the leading global player in its national oil company, the Group provides and manages the reference markets in services for the oil and gas industry. pipelines necessary for completion of the oil field wells under Its activities cover four principal business lines: well and development (known as OCTG activities, Oil Country Tubular geo-sciences services, EPC (Engineering, Procurement Goods). Among the countries in which the Group operates, and Construction) projects and related services, operations Angola has the highest production cost per barrel (almost support and skills development. Through its subsidiary SPIE USD40 per barrel). In all the other countries where the Group Oil & Gas Services, the Group provides services and expertise operates, production cost per barrel may be below USD15 in the phases of exploration, onshore and offshore production, and the Group estimates the average maintenance cost at and refining and petrochemicals. approximately USD0.4 per barrel. More specifically, the Group offers a range of products and In 2015, the Group finalised commissioning, start-up and services for drilling, operations support and well maintenance. personnel training work for the Saudi Aramco group in Saudi The services it offers also include the management and Arabia, at one of the world’s largest refineries, at Yanbu. interpretation of geophysical data, geological modelling and reservoir simulation, as well as the provision of equipment Finally, the Group is developing and providing solutions for and personnel during the phases of exploration, production skills development, specifically by hiring and training teams and field development, including providing and managing pipe- on behalf of a number of international oil and/or gas groups. lines (known as OCTG activities, Oil Country Tubular Goods), The Group has developed candidate selection processes for a performed in Angola through the joint-venture SONAID, as well large number of complex projects covering all operating and setting up machine shops in the proximity of operating sites. maintenance activities. The Group has also developed services that include the creation of training centres, specifically The Group also offers engineering services and delivers intended for oil businesses that, in a number of countries, are solutions for onshore and offshore facilities during all phases experiencing heightened pressure to reduce their dependence of a project. This specifically includes consulting and auditing, on expatriate personnel and increase their use of domestic installation and technical support for telecommunications teams. and control systems, and security for production facilities and pipelines. In the financial year ended December 31, 2015, the Group mobilised more than 3,800 individuals to offer services in more The Group also offers a wide range of services to support the than 30 countries through subsidiaries and branches in four operation and maintenance of onshore and offshore petroleum regions of the world: Europe (France, Belgium and the United facilities. It is active in the commissioning of operating sites, Kingdom), Africa (specifically Algeria, Angola, Congo, Gabon, by providing personnel and software to accelerate the deve- Chad and Nigeria) where the main part of the Group’s Oil & Gas lopment of project documentation and facilitate management production is generated, Asia-Pacific (specifically Australia, during project execution. The Group also offers maintenance Indonesia, Malaysia, Bangladesh, Myanmar and Thailand) services. The Group’s contributions to maintenance may also

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and the Middle East (specifically United Arab Emirates, Iraq, investment programme deployed by EDF to improve the safety Qatar, Yemen and Saudi Arabia) which represents a fifth of and availability of its nuclear plants with a view to obtaining its Oil & Gas activities. Finally, the Group is pursuing a policy authorisations to extend the facilities’ lifetime beyond 40 years. of dynamic growth; specifically, in 2013 it acquired the Plexal This programme specifically includes replacing steam Group, an engineering business based in Australia. generators, monitoring risk of fire, modernising the control centre, and addressing the obsolescence of materials. In this Growth in the Group’s activities in the Oil & Gas sector is business, the Group obtained several contracts and shall in partially due to its historic links to the Total group, which particular replace more than 200 refrigeration units over the remains the Group’s largest client in this sector. The Group next ten years, over the entire French electro nuclear plants. also has solid links with other major players in the petroleum and gas industry, such as Chevron, BP, ENI, ExxonMobil and The Group also contributes to the upgrades required by the Shell. Its clients also include national oil companies, such as French Nuclear Safety Authority (the “ASN”) following the Sonatrach (Algeria), Qatargaz (Qatar) and Sonangol (Angola). Fukushima accident, which concern all nuclear operators, and Finally, it works through engineering companies (including more specifically EDF, operator of the French electronuclear Technip), construction companies (including Ponticelli), service plants. The major civil works related to renovations of the faci- companies (such as Schlumberger), and petrochemical and lities are aimed at ensuring supplies of electrical power to the manufacturing companies. facilities under extreme conditions, maintaining cooling functions (with the implementation of water reserves), ensuring 6.5.5.2. Nuclear the integrity of protection barriers (verification of resistance to seismic events) and strengthening facility escape capacity and The Group is a long-time player in the French nuclear sector, emergency interventions (construction of local crisis centres having participated in the construction of the 58 French and implementation of the nuclear rapid response force). nuclear reactors. Supported by its subsidiary SPIE Nucléaire, the Group has assisted nuclear fuel cycle operators for over The Group offers maintenance services for all its clients in thirty years, both in France and internationally. all areas of electricity, instrumentation, control centre and mechanics. In 2013, the Group accepted the maintenance The Group believes that it was one of the three largest players contract for the manufacturing processes at Areva’s Melox in nuclear industry services in 2015 in France. Through the plant in France, which expires in 2017, as well as the main- services it offers, the Group contributes to virtually the entire tenance contracts for the emergency diesel generators on nuclear fuel cycle: from manufacturing to reprocessing-recy- several EDF sites. Also, the Group became a major actor in cling of nuclear fuel, from waste conditioning and storage, to the mechanical activities, through taking, in 2015, a significant the decommissioning of nuclear facilities. part of activity in tap-maintenance and rotating machine- The Group offers engineering solutions for the entire life-span maintenance. Contracts in these activities are multiannual of facilities, as well as electrical engineering, mechanical engi- and attributed for five- to seven-year terms. neering and HVAC engineering services. Its offerings cover the More recently, the Group has become active in contracts cove- following areas of activity: new construction, operating faci- ring all services involving logistical support to operators and lities (nuclear plants, plants in the fuel cycle), maintenance, participants for a given site, i.e. transmission-maintenance, nuclear facility management, and dismantling. radiation protection, tools management, management of waste In new construction, since 2007 the Group has worked with measures, confinement, and assistance to participants. The EDF, in the construction of the EPR at the Flamanville site Group is active in these areas at the EDF sites of Cattenom in France, a third-generation nuclear reactor, where it is and of Fessenheim, and also on the Centraco de Socodei site. responsible for general electrical facilities, including studies, Finally, the Group is engaged in activities and problems related procurements, assembly (cable conduits, cable suspension to facilities dismantling. Specifically, the Group undertakes and connection). It also assisted Areva from 2008 to 2013 in studies of dismantling scenarios or safety studies, and pro- building its new facilities in the Rhône valley (such as the vides complete dismantling services. Currently, the Group is Georges Besse II uranium enrichment plant). active at the EDF sites in Bugey and Creys-Malville, as well as The Group is also active in work involving the improvement or at the Areva sites in Pierrelatte, in Tricastin and in La Hague. reinvestment of operating sites. In this area, the Group is specifically positioned in the “Grand Carénage” project, the major

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The Group also offers engineering services such as the manu- During the financial year ended December 31, 2015, the facture and implementation of mechanical units (glove boxes, Group mobilised approximately 2,100 individuals on 44 sites, nuclearisation of manufacturing equipment) and specialised including 34 client sites, to address the needs of its clients, tooling (intervention robots, cutting tools) that satisfy the the largest of which include EDF, Areva and the Atomic Energy requirements for intervention scenarios in hostile and/or and Alternative Energies Commission [Commissariat à l’énergie confined environments. In 2015, Areva thus chose the Group atomique et aux énergies alternatives]. Services to the nuclear for the manufacturing and installation of a glove box specifi- industry are thus primarily provided by the Group in France. cally designed for Radiochemistry and for ICP-MS measure (mass spectrometry) on the Marcoule site.

6.6. DEPENDENCE FACTORS

Information on the Group’s dependence factors appears in Chapter 4, “Risk Factors” of this Registration Document.

6.7. LEGISLATIVE AND REGULATORY ENVIRONMENT

measures to communicate information and for procurement 6.7.1. Multi-technical services methods. They also facilitate standardisation of several items at the Community level, specifically technical specifications 6.7.1.1. Regulation relating to public works and the means of allowing awarding authorities to publicise contracts and describe their needs. Finally, in certain circumstances, these directives authorise the awarding authorities to take into As part of the multi-technical services, the Group offers throu- account considerations of an environmental, cultural or social ghout the European Union, provided that the client is from the nature, when concluding their contracts. public sector, it is subject to European and national regulations applicable to the execution of public works contracts. The directives described above have been subject to amendment through adoption of two new directives: Directive European regulation primarily includes two directives: 2014/24/EU on public procurement and Directive 2014/25/ Directive 2004/17 of March 31, 2004 coordinating the procu- EU on procurement by entities operating in the water, energy, rement procedures of entities operating in the water, energy, transport and postal services sectors. These directives are transport and postal services sectors and Directive 2004/18 aimed at increasing the efficiency of public expenditures, per- of March 31, 2004 on the coordination of procedures for the mitting buyers to use the instrument of public works contracts award of public works, public supply contracts and public to support societal objectives, and to promote access by SMEs service contracts. These two directives simplify and modernise to public works contracts. More precisely, these two directives the pre-existing legal framework, in particular by combining provide for restrictions of requirements on public buyers the former sectorial directives. They eliminate all forms relative to the financial capacity of candidate businesses, the of restrictions relating to the three fundamental economic lifting of administrative burdens on businesses, and reduced freedoms of the European Union and protect the interests procedural delays. Further, they expand the recourse of public of economic operators in one Member State offering goods, buyers to the competitive negotiation process, all while affor- services or civil works to the awarding authorities in another ding procedural guarantees to economic operators, and they Member State. Moreover, these two directives guarantee further strengthen measures to detect abnormally low offers. effective competition by, on the one hand, subjecting a large Finally, these directives seek to more broadly encourage number of entities to the rules of competition and, on the other the development of innovation by creating a new procedure, hand, improving transparency at each stage of the execution the “innovation partnership”, which will allow a buyer to procedure. Moreover, these two directives improve the effec- incorporate, within a single competitive procedure, both the tiveness of public procurement through the use of electronic

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research and development phase and the purchasing phase. 6.7.1.2.2. French regulation on undeclared work These directives were published in the Official Journal of the The Group is subject to the regulation on undeclared work, European Union on March 28, 2014 and the new provisions specifically when it uses subcontractors. The French entered into force on April 17, 2014. The ordinance on the Employment Code (Code du travail) sets an obligation of transposition into French law was published in the Journal vigilance and diligence on a contractor for any contract of a officiel (Official Journal of the French Republic) on July 24, minimum of €3,000 (Articles L. 8222-1 and L. 8222-5). It must, 2015. on the one hand, ensure that its co-contractor is in compliance In France, a significant share of calls for bids for public works with its tax and social security obligations for the provision contracts in which the Group participates is subject to the pro- and payment of Social Security contributions and, on the other visions of the French Public Works Contracts Code (Code des hand, provide for the immediate suspension of any irregular marchés publics) and Ordinance No. 2005-649 of June 6, 2005 situation as soon as it is made aware thereof. In the event of concerning contracts executed by certain public or private failure to undertake these verifications, the contractor exposes parties not subject to the Public Works Contracts Code, such itself to incurring the implementation of financial solidarity as public industrial and national commercial sites, and public pursuant to which it may specifically be convicted jointly and interest groups, for example. These laws, which transpose severally to settle the Social Security obligations owed by the the 2004 directives into French law, are subject to obligations subcontractor it used for undeclared work, independently of of publicity and competition by the awarding authorities, as any civil and criminal penalties incurred. well as compliance with the principles of free access to public works contracts, equal treatment of operators, and procedural 6.7.1.3. Environmental regulation transparency. Electrical waste processing 6.7.1.2. Regulation concerning recourse to As part of its activities in multi-technical services and com- subcontracting munications, the Group is subject to European regulation with regard to the treatment of waste from electrical and electronic The Group has entered into civil works contracts both as a equipment. subcontractor of economic operators, and as part of public works contracts and private contracts. Moreover, the Group Directive 2002/96/EC on waste electrical and electronic equip- itself resorts to subcontracting during execution of its civil ment (“WEEE”), and Directive 2002/95/EC on the restriction works or services contracts. In these cases, it is therefore of the use of certain hazardous substances in electrical and subject to the regulation applicable to subcontracting in each electronic equipment require producers of electrical and country in which it participates, specifically in France. electronic equipment to ensure the removal and treatment of their products at the end of their use life. Directive 2002/96/ 6.7.1.2.1. General subcontracting environment EC has been amended by Directive 2012/19/EU, the purpose in France of which is to collect 20 kg of WEEE per inhabitant by the year Law 75-1334 of December 31, 1975 on subcontracting defines 2020. Starting in 2016, Member States must ensure that 45% the general subcontracting regime applicable to public or of electrical and electronic equipment sold in each country private contracts. The law specifically sets the conditions for is collected. Starting in 2018, the scope of application of the acceptance and approval of subcontractors, the rights of the directive is expanded to cover, in addition to the categories latter to receive direct payment for services from the client, currently applicable, all electrical and electronic equipment. and the guarantee of payment and exercise of direct action to Finally, starting in 2019, the purpose of collection is applied which it may be entitled. to 65% of the electrical and electronic equipment sold or, according to another method of calculation, 85% of WEEE. When recourse to subcontracting is undertaken as part of public works contracts, the applicable regulation is defined in The Group’s activity requires that each day it recover all waste Articles 112 to 117 of the Public Works Contracts Code, as well from electrical or electronic equipment, lamps and tubes. as by the administrative memoranda and terms and conditions It has thus implemented a partnership with the eco-agency of the general administrative clauses applicable to public Recylum to address the requirements of the so-called WEEE works contracts, specifically with regard to the conditions and Decree of July 20, 2005, concerning the composition of elec- functioning of direct payments to subcontractors by clients trical and electronic equipment and the elimination of waste and the responsibility of contract holders for damage caused from such equipment. by the subcontractor.

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The Group has updated its WEEE offering to assist its clients in 6.7.2.4. Applicable law the treatment of equipment acquired before August 13, 2005, As part of its Oil & Gas activities, the Group is sometimes specifically including project direction and management, required to enter into contracts in countries requiring the logistics, removal, sorting, diagnosis, the selective treatment application of domestic law, particularly as part of litigation of such equipment, as well as dismantling and packaging, settlements. This is particularly the case in Muslim countries waste inventories and the recovery of user data. such as Saudi Arabia, Nigeria and Indonesia, where sharia law was instituted and applies to the Group’s contracts.

6.7.2. Oil & Gas activities 6.7.2.5. Environmental regulations As part of its activities in the Oil & Gas sector, the Group In addition to compliance with its QHSE (Quality, Hygiene, operates in certain countries in which Governments tightly Safety, Environment) policy, the Group is subject to various structure the protection of national interests and where regu- environmental regulations applicable in countries where it is lation is susceptible to rapid and significant changes. active, with the petroleum or gas operator remaining largely responsible. 6.7.2.1. 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 6.7.3. Activities in the nuclear use local partners. More specifically, certain countries where industry the Group is present, such as the United Arab Emirates, The services which the Group offers in the area of nuclear Indonesia and Thailand, require that a local partner hold a energy, particularly in France, are subject to a very strict regu- percentage, of greater than 50% in certain cases, in the share latory environment due to the risks and constraints inherent capital of companies seeking to operate on their territory. In to this industry. 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 6.7.3.1. Nuclear facilities issued by local authorities. The administrative order [arrêté] of February 7, 2012 setting general rules relative to base nuclear facilities [installations 6.7.2.2. Nationalisation of labour nucléaires de base] (“INB”), as amended by the Decree of June 26, 2013, defines the obligations of nuclear operators The regulations of certain countries in which the Group is to guarantee the safety of facilities and provide protection for active (such as Gabon or Nigeria) may require a quota of health and the environment around the sites. domestic workers among employees working for a company based on their territory. This requirement reduces the pos- Specifically, the operator must have sufficient technical capa- sibility for foreign companies to use expatriate personnel, city, either internally or through agreements with third parties, specifically by requiring companies to prove they employ to ensure control of the design, construction, functioning, a certain number of domestic workers before being able to permanent shutdown, dismantling, maintenance and oversight obtain visas for foreign personnel. It also requires foreign of the INB. In this regard, it exercises oversight over outside economic players to train the necessary local work force. participants, including the Group, in activities they execute or the goods and services they provide.

6.7.2.3. Foreign exchange control Furthermore, the operator must implement a policy and an The Group operates in countries whose regulations require integrated management system aimed at protecting health foreign exchange control, specifically regulating outflows of and public hygiene, nature and the environment. Moreover, funds by companies registered locally. The Group is thus pre- the operator must identify important elements and activities sent in Angola, where the central bank is authorised to accept for protection which, for the latter, can only be specifically exe- contracts entered into with foreign companies for purposes of cuted by persons with the necessary skills and qualifications. transferring funds outside the country. Thus, the operator must ensure that outside participants,

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including the Group, make similar decisions for their per- nuclear facilities, the ASN also provides for work inspection sonnel and their subcontractors. Finally, the operator and its assignments. These audits and inspections, to which the subcontractors, such as the Group, must take measures that Group is subject, may give rise to findings of violations or to allow for detecting shortcomings in operations, report to the recommendations aimed at improving or enhancing services, Nuclear Safety Authority any significant event, and implement and then require the Group to address and propose imple- levels of protection to prevent and control any accidents. mentation of an action plan. Moreover, the Group is required to report to the ASN its own incidents with regard to safety, 6.7.3.2. Radiation protection radiation protection and the environment. The system for protecting individuals from exposure to Furthermore, the ASN plays an important role in the deve- ionising radiation, which applies to Group employees working lopment of regulations applicable to the nuclear industry; at nuclear facilities, falls under Directive 96/29/EURATOM of it is consulted on draft ministerial decrees and orders of a May 13, 1996, the provisions of which have been specifically regulatory nature relative to nuclear safety, and it may make transposed to the French Public Health Code and Employment technical regulatory decisions to supplement the conditions Code. for applying decrees and orders given in matters of nuclear safety or radiation protection. The ASN may also hand Articles L. 1333-1 to L. 1333-20 and R. 1333-1 to R. 1333-112 down individual decisions and set recommendations under of the Public Health Code establish the system for general the conditions set by Articles L. 592-1 et seq. of the French protection of the population against ionising radiation. Any Environment Code [Code de l’environnement] and specifically nuclear activity is thus subject to a reporting or authorisation Articles L. 592-19 et seq. of this Code. system. Moreover, Article R. 1333-8 of the Public Health Code sets the maximum exposure of the public at 1 milliSievert (unit of measurement of radioactivity, or mSv) per year. 6.7.3.4. Protection of National Defence Secrecy Articles L. 4451-1 et seq. and R. 4451-1 et seq. of the The Decree dated November 30, 2011 approving the interde- Employment Code set the procedures for worker protection partmental general directive No. 1300 (IGI 1300) aims to against ionising radiation. In addition to various obligations strengthen the legal integrity of the protection of national under the responsibility of employers of employees likely to defence and describes its general organisation. The provisions be exposed, such as the determination of oversight areas of the Decree apply to the facilities of some of the Group’s and controlled zones, the monitoring of emitters of radiation important clients (including EDF, the CEA and Areva). and the preparation of collective and individual protection measures, the Employment Code sets the maximum exposure In the context of the Decree and its directive, the Group must of workers to ionising radiation at 20 mSv per 12 consecutive obtain, for the legal entities working on these facilities, the months. appropriate defence authorisations from the relevant authorities (National Defence and Security General Secretary, Defence In this context, the Group is required to have a management and Security Senior Officer, Delegated Security Authorities or team that has received certification from the French Business Prefect, depending on the level of secret defence). The Group Certification Committee for the Training and Monitoring of must also obtain authorisations by the same authorities for all Personnel Working under Ionising Radiation [Comité français of its employees working on such facilities and/or consulting de certification des entreprises pour la formation et le suivi du documents or information relating to such facilities. 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 6.7.4. Regulation concerning process of detecting, analysing and treating violations. matters of job safety and health 6.7.3.3. Nuclear Safety Authority In most countries in which it is active, the Group is legally As a business working directly in the nuclear sector, and as a required to ensure the safety and protect the health of its provider to clients operating in this sector, the Group is subject employees. In France, in particular, the Employment Code to the decisions of the ASN, an independent administrative requires that employers ensure the safety and protection of authority responsible for monitoring civil nuclear activities its employees’ physical and mental health. It must specifically in France. It provides, on behalf of the State, the control of adopt measures to prevent the necessary professional risks, nuclear safety and radiation protection in France, to protect assess specific business risks, and inform and train its workers, patients, the public and the environment from risks employees concerning such risks. linked to nuclear activities. For all activities carried out at base

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Vopak, Netherlands Provision of multi-technical services on the Rotterdam and Amsterdam sites.

ORGANISATIONAL CHART

7.1. LEGAL ORGANISATION CHART OF THE GROUP ...... 64 7.2. SUBSIDIARIES AND EQUITY INTERESTS ...... 65

7.2.1. Principal subsidiaries...... 65 7.2.2. Recent acquisitions and disposals ...... 66

63 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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.

Caisse de Clayton Dépôt et Dubilier Ardian 2 Placement & Rice 1 du Québec

63.4% 17.1% 19.5%

Clayax Acquisition Employee Luxembourg 5 Management 3 Public Shareholding 4 S.C.A. 3.96%

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 2011/2015.

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7.2. SUBSIDIARIES AND EQUITY INTERESTS

• SPIE Sud-Est is a French simplified stock corporation with 7.2.1. Principal subsidiaries a capital of €20,115,904, and its corporate headquarters at 4, avenue Jean-Jaurès BP19, 69320 Feyzin, and regis- The principal direct or indirect subsidiaries of the Company tered under number 440 055 861 in the Lyon Trade and are described below: Companies Registry. It is the Group holding company for • SPIE Ouest-Centre is a French simplified stock corporation multi-technical service operations in south-eastern France. (société par actions simplifiée) with a capital of €19,108,000, • SPIE Nucléaire is a French simplified stock corporation and its corporate headquarters at 7, rue Julius-et-Ethel- with a capital of €1,458,976, and its corporate headquarters Rosenberg, 44818 Saint-Herblain, registered under at 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, and number 440 056 356 in the Nantes Trade and Companies registered in the Pontoise Trade and Companies Registry Registry. It is the Group holding company for the multi- under number 662 049 287. It is the Group holding company technical services operations in western and central for the nuclear industry activities. France. • SPIE ICS (formerly SPIE Communications) is a French sim- • SPIE Sud-Ouest is a French simplified stock corporation plified stock corporation with a capital of €16,240,000, and with a capital of €30,868,000, and its corporate head- its corporate headquarters at 53, boulevard de Stalingrad, quarters at 70, chemin de Payssat, Zone industrielle 92247 Malakoff, and registered with the Nanterre Trade and de Montaudran, 31400 Toulouse, and registered in the Companies Registry under number 319 060 075. It is the Toulouse Trade and Companies Registry under num- Group holding company for the communications business. ber 440 056 463. It is the Group holding company for • SPIE Oil & Gas Services is a French simplified stock multi-technical service operations in south-western corporation with a capital of €14,426,000, and its corpo- France. rate headquarters at 10, avenue de l’Entreprise, 95863 • SPIE Île-de-France Nord-Ouest is a French simplified stock Cergy-Pontoise, and registered in the Pontoise Trade and corporation with a capital of €25,192,000, and its corporate Companies Registry under number 709 900 245. It is the headquarters at 3, place de la Berline, 93287 Saint-Denis, Group holding company for oil and gas operations. and registered in the Bobigny Trade and Companies • SPIE Belgium is a Belgium joint stock corporation with Registry under number 440 056 182. It is the Group holding a capital of €15,100,000, and its corporate headquarters company for multi-technical service operations in Île-de- located at Rue des Deux Gares 150, 1070 Brussels, France and North-Western France. Belgium, and registered under number 1139014-73. It is • SPIE Est is a French simplified stock corporation with a the Group holding company for multi-technical service capital of €16,392,000, and its corporate headquarters at operations in Belgium. 2, route de Lingolsheim, BP 70330 Geispolsheim Gare, • SPIE Nederland BV is a Dutch joint stock corporation 67411 Illkirch, and registered in the Strasbourg Trade (Besloten Vennootschap) with a capital of €57,450,000, and and Companies Registry under number 440 056 026. It its corporate headquarters at Huifakkerstraat 15, 4815 is the Group holding company for multi-technical service PN Breda, Netherlands, and registered under number operations in eastern France. NL 804695234B16. It is the Group holding company for multi-technical service activities in the Netherlands.

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• SPIE UK Limited is a British Limited company with a Note 27 to the consolidated financial statements for the year capital of £50,000,002, with corporate headquarters at ended December 31, 2015, as included in Section 20.1.1 of this 33 Gracechurch Street, London EC3V 0BT, United Kingdom, Registration Document, details all the companies within the registered under number 07201157. It is the Group holding Group’s scope of consolidation. company for both multi-technical service operations and the nuclear activities in the United Kingdom. • SPIE Holding GmbH is a German limited liability com- 7.2.2. Recent acquisitions pany (Gesellschaft mit beschränkter Haftung) with a and disposals capital of €25,000, and its corporate headquarters at Alfredstrasse 236, 45133 Essen, Germany, and registered The Group’s recent acquisitions and disposals are described under number HRB 24792. It is the Group holding company in Section 5.2.1 of this Registration Document. 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-112.364.194. It is the Group holding company for the multi-technical service activities in Switzerland.

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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 ...... 68 8.2. ENVIRONMENTAL FACTORS THAT COULD INFLUENCE THE USE OF THE GROUP’S PROPERTY, PLANT AND EQUIPMENT ...... 69

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8.1. SIGNIFICANT EXISTING OR PLANNED TANGIBLE ASSETS

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

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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 77% of the Group’s work force was employed by subsidiaries for materials and equipment. Certain sites however have that are certified under the international environmental shops used for the maintenance of mechanical equipment and standard ISO 14001 and 85% under an international standard the preparation of equipment prior to installation on the dif- for workplace health and safety OHSAS 18001, ILO OSH 2001 ferent customer sites. The activity at most of the Group’s sites or VCA in the Benelux countries. The Group has established is, therefore, unlikely to generate significant environmental a large QHSE (Quality, Health, Safety, Environment) network impact (pollution). of employees assigned to manage quality, health, safety and environmental questions covering the entire Group, who are At December 31, 2015, of these sites, 30 sites included clas- directed by a team dedicated to sustainable development sified facilities for the protection of the environment under located at its registered document in Cergy-Pontoise. To date, French regulations (ICPE). Depending on the type and magni- no certification of environment or workplace health and safety tude of the operations conducted at these classified facilities, management systems has been lost or refused by the auditors the operating company must complete procedures with the of the corresponding certification agencies. local administrative authorities (particularly the prefecture), which may consist of a simple declaration, registration, or an Because of the nature of the Group’s activities, environmental application for authorisation. Thirty of the Group’s sites that regulatory compliance primarily impacts waste management have classified facilities required only a simple declaration. and the storage of hazardous products (solvents, chemicals) Only the Gemco and ATMN subsidiaries operate classified (see Section 6.7 of this Registration Document). facilities that require an authorisation. The Company’s Corporate, Social and Environmental A large number of Group companies have implemented envi- Responsibility (CSR) report provided for by Article R. 225-105-1 ronmental management systems as well as workplace health of the French Commercial Code, which presents additional and safety management systems. As at December 31, 2015, environmental information, is included in Annex 2 hereto.

77% of the Group’s workforce employed by subsidiaries certified under the standard ISO 14001

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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 ...... 72 9.2. ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED 9.1.1. Introduction ...... 72 DECEMBER 31, 2015 AND DECEMBER 31, 2014 ...... 77 9.1.2. Principal factors having an impact on results ...... 72 9.2.1. Revenue from ordinary activities ...... 78 9.1.3. Main items of the income statement ...... 75 9.2.2. Production ...... 78 9.1.4. Key performance indicators ...... 75 9.2.3. Operating expenses ...... 79 9.1.5. Organic growth ...... 77 9.2.4. Consolidated operating income ...... 79 9.2.5. EBITA ...... 80 9.2.6. Net financial expenses ...... 80 9.2.7. Income before tax from continuing operations ...... 81 9.2.8. Income taxes ...... 81 9.2.9. Net income ...... 81

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Readers are invited to read the following information on contain comparative information restated for the financial the Group’s financial results for the financial years ended year ended December 31, 2014 pursuant to IFRS 5 and the December 31, 2015 and December 31, 2014, together with the provisions of IFRIC 21. The Statutory Auditors’ audit report on Group’s consolidated financial statements for the financial the Group’s consolidated financial statements is included in year ended December 31, 2015, as provided in Section 20.1 of Section 20.1.2 of this Registration Document. this Registration Document. Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, the The Group’s consolidated financial statements for the financial comparison of the Group’s results for the financial years ended year ended December 31, 2015 were prepared in accordance December 31, 2014 and 2013, shown in Section 9 “Examination with International Financial Reporting Standards (IFRS), as of the financial situation and result” of the IPO Registration adopted by the European Union. The audited consolidated Document, is included by way of reference in this Registration statements for the financial year ended December 31, 2015 Document.

9.1. GENERAL PRESENTATION

During the financial year ended December 31, 2015, the Group 9.1.1. Introduction recorded consolidated production of €5,296.6 million and consolidated EBITA of €351.0 million. 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, 9.1.2. Principal factors having construction, operation and maintenance of energy-saving an impact on results installations that are environmentally friendly. Certain key factors and past events and operations have had, or The Group uses the following segmentation for its reporting may continue to have an impact on the business and operating needs: results of the Group presented below. The main factors that impact the Group’s results are (i) general economic conditions • France, which consists of the Group’s French activities in the Group’s markets, (ii) acquisitions and disposals, (iii) the in multi-technical services and communication and Group’s cost structure, (iv) purchases of furniture and equip- which represented 43.3% of consolidated production and ment, (v) the management of the contract portfolio, (vi) the 45.0% of consolidated EBITA for the financial year ended seasonality of working capital and cash requirements, and December 31, 2015; (vii) exchange rate fluctuations. A more detailed description • Germany & Central Europe, which comprises the Group’s of each of these factors is provided below. multi-technical service operations in Germany, Poland, Hungary and Switzerland and which represented 17.0% of 9.1.2.1. General economic conditions consolidated production and 10.2% of consolidated EBITA in the Group’s markets for the financial year ended December 31, 2015; The demand for services depends on economic conditions, • North-Western Europe, which covers the Group’s multi- including GDP growth in the countries in which the Group technical service activities in the United Kingdom, operates. During periods of strong GDP growth, the Group’s Belgium and the Netherlands, along with Morocco, and activity is driven by industrial investments and construction which represented 24.7% of consolidated production and projects in the public and tertiary sectors. During periods of 17.0% of consolidated EBITA for the financial year ended very limited growth, even recession, the design and construc- December 31, 2015; and tion business declines because of the drop in investment • Oil & Gas and Nuclear, which covers the Group’s operations expenditures by the Group’s customers, primarily because in the Oil & Gas sectors around the world as well as the of the decline in demand by public entities and companies in nuclear sector in France. This segment represented 15.0% the industrial and energy sectors. As a result, over the last of consolidated production and 21.9% of consolidated EBITA three years and primarily in the multi-services segment, the for the financial year ended December 31, 2015.

(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, 2015.

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Group has been facing a decrease in demand for installation installation, renovation and maintenance in tertiary facilities, in services, particularly from steel producers, auto makers and connecting photovoltaic solar power stations and in networks. their supply chains. In addition, heavier competition among In Switzerland, the Group acquired the companies Connectis suppliers during these periods affects the Group’s results and Softix, subsidiaries within the same group and leading (with, for instance, the renegotiation of the pricing conditions suppliers of services and solutions relating to information at the time of the contracts renewal or a high price pressure and communications technology, as well as Viscom and Vista. in the context of call for tenders). During these recession The Group also carried out the acquisition of the British periods, even though customers reduce their investments, company Scotshield, which offers a range of installation the demand for maintenance services is not, however, affec- and maintenance services for fire detection, access control ted, which maintains a predictable revenue stream (for the and CCTV, as well as the acquisition from Johnson Controls financial year ended December 31, 2015, maintenance services Technischer Service of a business relating to service and have represented 46% of the Group’s consolidated production, small plant engineering in the areas of building engineering, against 45% and 37% respectively for the financial years ended building automation, air conditioning and cooling technology, December 31, 2014 and 2013). comprising 50 highly qualified employees.

In 2015, the Group signed or completed eight acquisitions 9.1.2.2. Acquisitions and disposals representing a total acquired production of approximately 9.1.2.2.1. Acquisitions €184 million. In May 2015, the Group acquired the business of Numac, a leader in technical and industrial maintenance In recent years, external growth has contributed significantly to services in the Netherlands. With a turnover of approximately the overall growth of the Group’s business. The Group intends €60 million in 2015, Numac thus completes SPIE’s customer to pursue its acquisition strategy in order to increase its base and maintenance expertise in the Netherlands. In July, market presence, its service offering and its service capacity. the Group also acquired Leven Energy Services, whose tur- In line with its strategy, when opportunities arise, the Group nover amounted to approximately €58 million in 2015, thus makes medium-sized acquisitions in order to establish a expanding its range of services to the energy distribution footprint in countries where the Group is not already present networks in the United Kingdom. In December 2015, the Group or has a limited presence. In 2013 the Group acquired the concluded three acquisitions effective in January 2016, inclu- Hochtief Service Solution activities in Germany, a country in ding Hartmann-Elektrotechnik GmbH, which achieved turnover which it had a limited presence, but which has now become of approximately €38 million in 2015, to reinforce the ICT its second-largest market. offer in Germany, and Jansen Venneboer in the Netherlands, specialising in wet infrastructures, which achieved turnover of In the last three years, the Group has completed numerous approximately €19 million in 2015. acquisitions.

In 2013, the Group completed seven acquisitions. In parti- 9.1.2.2.2. Disposals cular, it acquired the Hochtief Service Solutions activities In recent years, the Group has sold various subsidiaries, either in Germany, Electricity Network Solutions Ltd in the United because they were not related to the Group’s core business Kingdom, which operates in the construction and maintenance or because they were located in countries in which the Group of overhead power lines, as well as the Devis group in Belgium, does not intend to expand. which specialises in HVAC engineering (installation and main- In 2013, the Group sold SPIE Construction Service in the tenance). In the communications sector, the Group acquired Netherlands and began the disposal of its operations in the the IS&P division of Dutch operator KPN. Finally, the Group SAEIV business (operating and information assistance sys- acquired Plexal Group, an engineering enterprise with in-depth tems, which includes the design, installation and maintenance knowledge of the upstream oil, gas and liquefied natural gas of on-board systems (hardware and software) for urban public sector, gas transport, coal gas, water services and power transportation equipment (the valuation of the assets held for production in Australia. sale of the SAIEV activity generated an impairment of goodwill In 2014, the Group carried out six acquisitions, including of an intangible asset of €3.8 million for an asset gross value the group Madaule in France, which specialises in electrical of €5.3 million. A contract for the sale of the SAEIV business

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was signed on October 16, 2014. The Group also initiated the general are not subject to strong variations from one period to sale of Ipédex UK, a subsidiary of SPIE Oil & Gas Services in another. However, changes in the markets in which the Group’s the United Kingdom. main customers operate may have an impact on the level of demand for services and, as a result, on the Group’s earnings. 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 9.1.2.6. Seasonality of working capital takeover of Groupe Devis by SPIE Belgium in 2013. and cash requirements The Group’s working capital requirements are seasonal, In 2015, the Group decided to sell its businesses in Portugal. although they are negative as a result of the structure of its customer contracts and the Group’s dynamic policy for 9.1.2.3. The Group’s cost structure invoicing and collection of receivables. Generally, the Group’s The Group continuously works to reduce the percentage of its cash flow is negative in the first half of the year because of the fixed costs by implementing initiatives designed to improve seasonality of the Group’s business (which is generally lower its cost structure, particularly by outsourcing certain services in the first half) and because of the payment cycle for certain to subcontractors, using fixed-term contracts and temporary personnel expenses and social security expenses. work, and permanently adjusting its staff. The development of In contrast, the cash flow is generally positive in the second these initiatives has allowed the Group to maintain its margins half because of the higher activity level, which implies higher during periods of recession. Variable costs form the majority billing and receipts. 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 9.1.2.7. Foreign exchange fluctuations financial year ended December 31, 2015, personnel expenses The consolidated financial statements of the Group are pre- represented 39% of the Group’s cost structure, costs related sented in euros. However, in each of the countries in which to purchases represented approximately 24%, subcontracting it operates, the Group generally makes sales and incurs expenses represented approximately 20% and temporary work expenses in local currencies. As a result, these transactions costs represented approximately 5%. In total, variable costs must be translated into euros during the preparation of represented approximately 57% and fixed costs approximately the financial statements. On the income statement, this 43% of the Group’s cost structure. translation is made using the average of the exchange rates applicable at the end of the month for each period in question. 9.1.2.4. Purchases of supplies and equipment On the statement of financial position, this translation is made using the exchange rates applicable at the closing date of the The Group purchases supplies and other specific equipment statements. Even though the Group has relatively low expo- in order to provide services to its customers. The cost of these sure to the risk of transactions executed in local currencies, purchases, which are booked as “operating expenses”, fluc- fluctuations in exchange rates can have an impact of the value tuates as a function of changes in the Group’s activity. During in euros of the Group’s production, expenses and income (see periods of strong economic growth, such expenses represent a Section 4.4.3 of this Registration Document). larger percentage of total costs because installation services, which require the purchase of more supplies and equipment, The vast majority of the Group’s non-euro sales and expenses represent a larger share of the Group’s total sales. In periods are in pounds sterling or US dollars. For the financial year of economic slowdown, while maintenance services generate ended December 31, 2015, 24.0% of the Group’s production more revenue than installation services, these expenses are were recorded in currencies other than the euro, including lower as maintenance services require more limited use of 8.7% in pounds sterling and 4.9% in US dollars. supplies and equipment. Purchases of supplies and equipment represented 20% of the total expenses on the income state- 9.1.2.8. Petrol Price Evolution ment for the financial year ended December 31, 2015, 21% of In the context of its Oil & Gas activities, the Group is exposed to the total expenses on the income statement for the financial fluctuations in oil prices which affect the level of its activities year ended December 31, 2014, and 23% of total operating with its clients, including those of its OCTG activities operated expenses for the financial year ended December 31, 2013. by its joint venture SONAID in Angola. Driven by an increase in oil prices, the OCTG activities contributed €148 million to the 9.1.2.5. Management of the contract portfolio Group’s production in 2013, then €174 million to the Group’s The Group’s business model is based on recurring revenue production in 2014. In 2015, it was brought back to €129 mil- flows from a large number of small projects over a broad lion in the context of the significant decrease in the oil price. range of markets. As a result, the Group’s production in This decrease in 2015 firstly affects the OCTG activities and

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to a lesser extent, the technical assistance activities, through In 2014 and 2015, the Group’s net financial expenses both reductions in operating expenditure and reductions were impacted by non-recurring expenses relating to the in investments, particularly in the drilling and geosciences refinancing in the context of the initial public offering of the sector. Its impact is more limited on maintenance activities Company. These costs have been reallocated on the line of for operations. Although it has had only a limited impact on “Other financial income and expenses” of the statements the Group’s results, considering the relative significance of of income. activities of technical support and maintenance for opera- • Income before tax from continuing operations is equal to tions, lower oil prices could, if they were to remain at current the operating profit or loss plus the share in the results of levels or decrease further, negatively impact the business equity interests, plus financial income and minus financial of the Group’s clients in the Oil & Gas segment, which could expenses. significantly impact the activities, financial situation, results • Income taxes represent the tax liability for the year consis- and outlook of the Group. ting of the corporate tax due or deferred, the value added tax for French companies, and allocations to or reversals of provisions for taxes. 9.1.3. Main items of the income • The Group records deferred taxes on the timing differences statement between the book values of assets and liabilities and their The main items on the income statement for the Group’s tax bases and on tax deficits when collection is probable. consolidated financial statements, which are used by the Deferred taxes are not discounted. Group’s management to analyse its consolidated financial • Net income represents income before tax from continuing results, are described below: operations, minus income taxes, and plus or minus net income from discontinued activities or activities being sold. • 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. 9.1.4. Key performance indicators The revenues generated by a transaction can be reliably estimated when the amount of revenue from ordinary The Group uses EBITA and the Cash Conversion ratio as the activities can be reliably valued, when it is probable that primary production performance indicators. the related economic benefits will go to the Company, when the progress of the transaction on the closing date can be Production is the Group’s operating revenue which proportio- valued reliably, and the costs incurred for the transaction nally integrates the subsidiaries holding minority interests. and the costs to complete the transaction can be reliably EBITA represents the adjusted operating income before amor- valued (see Note 3.4 to the consolidated financial state- tisation of goodwill allocated, before tax and financial income. ments for the financial year ended December 31, 2015 in EBITA is not a standardised accounting measure that meets a Section 20.1.1 of this Registration Document). single generally accepted definition. It must not be considered • Operating expenses consist of purchases consumed, exter- a substitute for operating income, net income, cash flow from nal expenses, personnel expenses, income and other taxes, operating activities, or even a measure of liquidity. Other allocations to amortisation, depreciation and provisions, issuers may calculate EBITA differently from the definition and other operating income and expenses. used by the Group. • Consolidated Operating Income is composed of operating The Cash Conversion for the year corresponds to the Cash revenue minus operating expenses incurred for the Flow from operating activities for the year in relation to EBITA Company’s business. It also includes the costs of external for the year. The Cash Flow from Operations represents the growth, amortisation and impairment of assets, and allo- sum of the EBITA for the year, the amortisation expenses for cations to and reversals of provisions. the year, and the change in working capital requirement and • Net Financial expenses represent interest expense and reve- provisions for the year related to the income and expenses nue on borrowings, cash equivalents and the net expenses included in the EBITA for the year, minus investment flows and income from sales of marketable securities. (excluding external acquisitions) for the year.

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2015 2014 Performance indicators Restated (1) Production (in millions of euros) 5,296.6 5,200.4 EBITA (in millions of euros) 351.0 335.4 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 20.1.1 of this Registration Document).

Production bridge table

2015 2014 In millions of euros Restated (4) Production 5,296.6 5,200.4 SONAID at 100% (1) 105.5 142.2 Holding activities (2) 30.9 25.1 Other (3) (1.1) 0.4 REVENUE FROM ORDINARY ACTIVITIES 5,431.9 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 20.1.1 of this Registration Document).

EBITA bridge table

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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, 2015.

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) 111.3 ADJUSTED NET INCOME ATTRIBUTABLE TO THE GROUP 192.7 (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 368.2 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) 272.9 (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.

by the Group for the year ended December 31, of year N-1 9.1.5. Organic growth (excluding any contribution from any companies acquired during year N) compared with the production performed In this Chapter 9 of this Registration Document, the Group pre- during the twelve months of year N-1 by the same companies, sents the change in its production in terms of organic growth. independently of the date on which they were first consolidated Organic growth represents the production completed during within the Group. the twelve months of year N by all the companies consolidated

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9.2. ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED DECEMBER 31, 2015 AND DECEMBER 31, 2014

Income statements 2015 2014 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 314,966 287,047 Other operating income and expenses (47,471) (36,187) Consolidated Operating Income 267,495 250,860 Profit/(loss) from equity affiliates 379 437 Operating income after share of net profit/loss from equity affiliates 267,874 251,297 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 20.1.1 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 20.1.1 of this Registration Document.

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9.2.1. Revenue from ordinary 9.2.2. Production activities Production increased by 1.8%, i.e., by €96.2 million, from Consolidated revenue from ordinary activities increased by €5,200.4 million for the year ended December 31, 2014 to 1.2%, or €63.7 million, from €5,368.1 million for the finan- €5,296.6 million for the year ended December 31, 2015. cial year ended December 31, 2014, to €5,431.8 million for With organic growth of 1.6% (-3.6% at constant exchange the financial year ended December 31, 2015. This increase rate), the increase in production primarily resulted from the resulted primarily from the contribution represented by the contribution over the whole year from acquisitions completed acquisitions completed in 2014 and 2015. 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:

France Germany North- Oil & Gas and Total & Central Western Nuclear In millions of euros Europe Europe Production 2015 2,291.9 901.1 1,309.7 793.9 5,296.6 Production 2014 Restated (1) 2,389.0 787.4 1,187.8 836.2 5,200.4 (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 20.1.1 of this Registration Document).

9.2.2.1. France financial year ended December 31, 2014, to €1,309.7 for the In difficult economic conditions, production in the France seg- financial year ended December 31, 2015, primarily due to the ment fell by 4.1%, i.e. €97.1 million, from €2,389.0 million for contribution of acquisitions completed in 2015. the financial year ended December 31, 2014 to €2,291.9 million Organic growth for the segment was -0.8% at constant for the financial year ended December 31, 2015. exchange rate, with growth in the Netherlands and Belgium, Organic growth in the segment was down by 4.1%; priority and offset by rigorous selection of contracts in the United was given to careful selection of new business, by focusing on Kingdom and Morocco. high-margin contracts. 9.2.2.4. Oil & Gas and Nuclear 9.2.2.2. Germany & Central Europe Production in the Oil & Gas and Nuclear segment decreased The Germany & Central Europe segment recorded growth by 5.1%, i.e. €42.3 million, from €836.2 million for the finan- of 14.4%, i.e. €113.7 million, from €787.4 million for the cial year ended December 31, 2014, to €793.9 million for the financial year ended December 31, 2014, to €901.1 million financial year ended December 31, 2015. for the financial year ended December 31, 2015, primarily due Organic growth for the entire segment was down by -10.0% at to the contribution over the whole year from the acquisitions constant exchange rate in 2015. completed in 2014, which included SPIE ICS in Switzerland. In a particularly difficult economic context linked to the Organic growth for the segment was -0.2% at constant decrease in the oil price, production in the Oil & Gas segment exchange rate, impacted by continuation of alignment, in fell, primarily due to a very marked drop in the OCTG business Germany and Switzerland, with SPIE’s operational model. of -37.6% at constant exchange rate, whilst the other core business activities dropped by -5.7% at constant exchange 9.2.2.3. North-Western Europe rate. Production in the North-Western Europe segment saw growth of 10.3% i.e. €121.9 million, from €187.8 million for the

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year ended December 31, 2015, mainly due to increased exter- 9.2.3. Operating expenses nal expenses and personnel expenses.

The Group’s operating expenses increased by 0.7% or The table below sets forth the distribution of operating €36.1 million, from €5,112.3 million for the financial year expenses for the financial years ended December 31, 2014 ended December 31, 2014, to €5,148.5 million for the financial and December 31, 2015:

2015 2014 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 20.1.1 of this Registration Document).

9.2.3.1. Purchases consumed 9.2.4. Consolidated operating The Group’s purchases consumed (1) decreased by 5.9% or €65.8 million, from €1,110.5 million for the financial year income ended December 31, 2014 to €1,044.7 million for the financial The Group’s consolidated operating income increased by year ended December 31, 2015. €16.6 million, or 6.6% from €250.9 million for the financial year ended December 31, 2014 to €267.5 million for the finan- 9.2.3.2. External expenses cial year ended December 31, 2015. This increase is primarily The Group’s external expenses increased by 4.5% or €89.1 mil- due to the following: lion, from €1,980.1 million for the financial year ended • recurring operating income, which increased by €27.9 mil- December 31, 2014 to €2,069.2 million for the financial year lion, or 9.7%, from €287.0 million for the financial year ended December 31, 2015. ended December 31, 2014 to €315.0 million for the financial The 0.8% increase in purchases consumed and external year ended December 31, 2015; expenses between the financial years ended December 31, • other operating income and expenses amounted to €(47.5) 2014 and December 31, 2015 is correlated to the increase in million for the financial year ended December 31, 2015 and revenue from ordinary activities. mainly included the employer contribution paid as part of the share capital subscription offer of SPIE SA, reserved for 9.2.3.3. Personnel expenses employees, for a total of €23.8 million, costs of the initial Personnel expenses increased by 3.3% or €64.2 million, from public offering in June 2015 for €2.1 million, recognition €1,962.0 million for the financial year ended December 31, of a provision of €13.7 million for losses on a lossmaking 2014 to €2,026.1 million for the financial year ended contract at the date of taking over activities in the United December 31, 2015. This growth is primarily due to the impact Kingdom, relating to arbitral proceedings initiated by the of external growth. 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.

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of the production in the financial year ended December 31, 9.2.5. EBITA 2014 to 6.6% of production for the financial year ended December 31, 2015. Consolidated EBITA increased by €15.6 million, or 4.7%, from €335.4 million for the financial year ended December 31, 2014 The following table shows the EBITA by operating segment to €351.0 million for the financial year ended December 31, for the periods indicated and as a percentage of production 2015. The EBITA margin rose by 18 basis points, from 6.4% for each segment:

France Germany North- Oil & Holding TOTAL & Central Western Gas and In millions of euros Europe Europe Nuclear 2015 EBITA 158.1 35.7 59.6 77.0 20.6 351.0 EBITA as a % of production 6.9% 4.0% 4.6% 9.7% n/a 6.6% 2014 EBITA Restated (1) 161.3 27.7 53.4 75.6 17.4 335.4 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).

9.2.5.1 France The EBITA margin for the segment increased from 4.5% in EBITA for the France segment fell by €3.2 million, or 2.0%, 2014 to 4.6% in 2015. from €161.3 million for the financial year ended December 31, 2014 to €158.1 million for the financial year ended 9.2.5.4 Oil & Gas and Nuclear December 31, 2015. EBITA for the Oil & Gas and Nuclear segment increased by €1.4 million, or 1.9%, from €75.6 million for the financial year Selectivity in order bookings, rigorous in management of ended December 31, 2014 to €77.0 million for the financial activities and attention to costs, including those relating to year ended December 31, 2015. structure, were reflected in the margin, which increased up by 15 basis points to reach 6.9%. The EBITA margin for the segment increased by 66 basis points, from 9.0% in 2014 to 9.7% in 2015. 9.2.5.2 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 9.2.6. Net financial expenses year ended December 31, 2014 to €35.7 million for the financial year ended December 31, 2015. Net Financial expenses decreased by €90.4 million, or 54.7%, from €(165.4) million for the financial year ended The EBITA margin increased by 44 basis points, from 3.5% in December 31, 2014 to €(75.0) million for the financial year 2014 to 4.0% in 2015, boosted by deployment by SPIE of its ended December 31, 2015. This decrease mainly resulted operational model in Germany. from a decrease in interest expenses relating to refinancing operations completed in 2015. 9.2.5.3 North-Western Europe The following table details the evolution of the net financial EBITA for the North-Western Europe segment increased by expenses for the financial years ended December 31, 2014 and €6.2 million, or 11.8%, from €53.4 million for the financial year December 31, 2015: ended December 31, 2014 to €59.6 million for the financial year ended December 31, 2015.

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2015 2014 In thousands of euros Restated (1) Interest expenses (76,158) (166,605) Interest income and expenses on cash equivalents 1,106 980 Net income from sales of marketable securities 79 213 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 20.1.1 of this Registration Document).

9.2.7. Income before tax 9.2.8. Income taxes from continuing operations Income taxes increased by €17.9 million from €39.4 million for Income before tax excluding impact of the discontinued the financial year ended December 31, 2014 to €57.3 million activities increased by €74.4 million, from €25.6 million for the for the financial year ended December 31, 2015, primarily as financial year ended December 31, 2014 to €100.0 million for a result of an increase in the current income tax expense of the financial year ended December 31, 2015. This improvement €9.1 million and a decrease in deferred tax income of €8.7 mil- is mainly due to the growth in operating income in 2015 and lion, due to a decrease in tax loss carryforwards generated the reduction in costs of net financial debt. 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:

2015 2014 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 20.1.1 of this Registration Document).

December 31, 2014. This change is mainly due to the growth in 9.2.9. Net income operating income of +€16.6 million, a reduction in cost of debt and other financial income and expenses of €57.8 million, and Net income increased by €56.9 million. It amounted to an increase in tax expenses of €17.9 million. +€38.3 million for the financial year ended December 31, 2015 compared with -€18.6 million for the financial year ended

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University Medical Center Groningen, Netherlands Supply and installation of ICT equipment, electrical cabling and distribution network for the Datacenter.

LIQUIDITY AND SHARE CAPITAL

10.1. OVERVIEW ...... 84 10.3. PRESENTATION AND ANALYSIS OF THE MAIN CATEGORIES OF USE OF THE GROUP’S CASH ...... 89 10.2. FINANCIAL RESOURCES AND FINANCIAL LIABILITIES ...... 84 10.3.1. Capital expenditures ...... 89 10.2.1. Overview ...... 84 10.3.2. Payment of interest and repayment of borrowings ...... 89 10.2.2. Financial liabilities ...... 85 10.3.3. Financing of working capital requirements ...... 89 10.2.3 Credit facilities ...... 86 10.2.4 Interest rate and fees ...... 87 10.4. CONSOLIDATED CASH FLOW ...... 90 10.2.5 Security interests ...... 87 10.4.1. Group cash flows for the financial years ended December 31, 2014 and 2015...... 90 10.2.6 Representations and covenants ...... 87 10.2.7 Prepayment ...... 87 10.5. GOODWILL ...... 94 10.2.8 Events of default ...... 88 10.6. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE 10.2.9. Securitisation facility ...... 88 SHEET COMMITMENTS ...... 94

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10.1. OVERVIEW

The Group’s principal financing requirements include its wor- The Group is also financed by recourse to debt. In 2015, it king capital requirements, capital expenditures (particularly refinanced its indebtedness by repaying its 2019 €375 million acquisitions), interest payments and repayment of borrowings. high-yield bond and its 2022 €185.6 million bond in January 2015 and by concluding a new Senior Facility Agreement (see The Group’s principal source of liquidity on an ongoing basis Section 10.2.2.1 of this Registration Document) in connection consists of its operating cash flows. The Group’s ability to with its initial public offering. generate cash in the future through its operating activities will depend upon its future operating performance which is in Pursuant to Article 28-1 of Regulation (EC) No. 809/2004, turn dependent, to some extent, on economic, financial, com- information relating to the Group’s liquidity and share capital petitive, market, regulatory and other factors, most of which for the financial year ended December 31, 2014, set out in are beyond the Group’s control (specifically the risk factors in Section 10 “Liquidity and Share Capital” of the IPO Registration Chapter 4 “Risk factors” of this Registration Document). The Document, are included by way of reference in this Registration Group uses its cash and cash equivalents to fund the ongoing Document. requirements of its business. The Group holds cash only in euros.

10.2. FINANCIAL RESOURCES AND FINANCIAL LIABILITIES

• Indebtedness, which consists of the Senior Credit Facilities 10.2.1. Overview Agreement, direct borrowings from banks and other lenders, the securitisation facilities (see Section 10.2.2.1 In the past, the Group has principally relied on the following of this Registration Document), interest accrued on the sources of financing: Senior Credit Facilities Agreement and short-term bank • Net cash flows from operating activities, which totalled credit facilities. €293.3 million and €272.9 million for the financial years ended December 31, 2014 and 2015; • Available cash. Cash and cash equivalents at December 31, 2014 and 2015 totalled €510.1 million and €603.8 million, respectively; and

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10.2.2. 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:

As of December 31, As of December 31, In millions of euros 2015 2014 (1) Borrowing from credit institutions Senior Credit Facilities Agreement 1,125.0 949.8 SPIE BondCo 3 debt (2) 0.0 375.0 Makewhole 0.0 44.0 Capex 0.0 100.0 Revolving 50.0 Other 0.4 0.8 Capitalisation of borrowing costs (14.5) (31.8) Securitisation 286.9 300.0 Bank overdrafts Bank overdrafts 53.1 19.3 Interest on overdrafts 0.1 0.3 Other borrowing and financial liabilities Financial leases 12.1 12.7 Accrued interest on loans 0.0 59.7 Other borrowing with parent company 0.0 552.6 Other borrowing and financial liabilities 4.1 8.3 Derivative financial instruments 0.3 14.7 FINANCIAL LIABILITIES 1,517.5 2,405.4 (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 20.1.1 of this Registration Document). (2) Corresponding to the amount of the High Yield bond repaid in 2015.

As of December 31, 2015 and 2014, the net debt/EBITDA ratio The above mentioned ratios are based on an adjusted EBITDA. of the Group amounted to respectively 2.4x and 3.4x. The adjusted EBITDA represents the income generated by the Group’s permanent operations before tax and financial As of December 31, 2015, the Group complied with all of its income. It is calculated before depreciation and amortisation covenants with regard to the financing agreements described of fixed assets and goodwill. EBITDA margin is expressed as a in this Section. 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 351.0 Depreciation of tangible and intangible assets (excluding allocated goodwill) 36.6 EBITDA 387.6 Adjustment (12-month effect of acquisitions) 1.2 ADJUSTED EBITDA 388.8

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The table below shows the breakdown of financial liabilities as of December 31, 2015:

Total as of Decrease Increase Total as of December 31, December 31, In thousands of euros 2014 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) 0 386 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) 0 0 50,000 50,000 Securitisation 300,000 (13,083) 0 286,917 Bank overdrafts Bank overdrafts 19,269 0 33,814 53,083 Interest on overdrafts 289 (175) 0 114 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) 0 309 FINANCIAL LIABILITY 2,405,408 0 1,517,537 (1) Corresponding to the amount of the High Yield bond repaid in 2015. (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. 10.2.3 Credit facilities

The Senior Credit Facilities Agreement provides for two lines 10.2.2.1. Senior Credit Facilities Agreement of credit totalling €1,525 million, consisting of: At the time of its initial public offering, the Group proceeded with its refinancing, in particular by repaying its existing • a €1,125 million first ranking term loan “A” facility (“A syndicated loan agreement. Facility”), drawn down in full, with five-year maturity as from June 11, 2015; and On that occasion, the Group entered into a replacement new • a €400 million revolving credit facility (Revolving Facility), Senior Credit Facilities Agreement (the “Senior Facilities with five-year maturity as from June 11, 2015, drawn down Agreement”) with a syndicate of international banks (the to the amount of €50 million as of December 31, 2015. “Lenders”), including BNP Paribas, HSBC France and Société Générale as Coordinators.

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reference rate for loans drawn in Norwegian, Swedish or 10.2.4 Interest rate and fees Danish Krone, plus in each case the applicable margin. The applicable margins as follows: Interest is payable on loans under the Senior Credit Facilities Agreement at a floating rate indexed to EURIBOR in relation • for the first ranking term loan agreement: 2.625% per to any loan drawn in euros, to LIBOR in relation to any loan annum; drawn in a currency other than in euros, and to any appropriate • 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%

Finally, the Senior Credit Facilities Agreement requires com- 10.2.5 Security interests pliance with financial covenants, including the maintenance of certain financial ratios, which will significantly limit the The Senior Credit Facilities Agreement does not contain any amount of indebtedness that may be incurred by the members obligation for the Group to create security interests. 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 10.2.6 Representations (inclusive) and of 3.50:1 thereafter, calculated every six months and covenants in accordance with the total amount of its net debt at that date and the EBITDA prevailing over a 12-month rolling period. The Senior Credit Facilities Agreement contains certain negative covenants, among other things:

• changing the nature of the Group’s business; 10.2.7 Prepayment • incurring additional financial indebtedness; Indebtedness incurred under the Senior Credit Facilities • providing illegal financial aid; Agreement is automatically repayable (subject to certain • carrying out mergers (except for those not involving the exceptions) in whole or part upon the occurrence of certain Company itself); customary events, including a change of control, a sale of all • disposing of assets. or a substantial part of the business or assets of the Group or non-observance of the legislation in force. The Senior Credit Facilities Agreement also requires to comply with affirmative covenants, including the maintenance of Indebtedness under the Senior Credit Facilities Agreement insurance policies, payment of applicable taxes and duties, may also be voluntarily prepaid by the borrowers in whole compliance with applicable laws, maintenance of the credit’s or in part, subject to minimum amounts and observance of a ranking, and requires the Group’s main subsidiaries to bind period of notice. themselves as guarantor under the Senior Credit Facilities Agreement.

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into force on August 30, 2011 and that had the effect of 10.2.8 Events of default extending the duration of the Securitisation Facility for a period of six years from August 30, 2011, i.e. to no later than The Senior Credit Facilities Agreement contains relatively cus- August 30, 2017. In addition, under the terms of the amended tomary events of default, including non-payment, cessation of Securitisation Facility, the securitisation commitment was business, failure to comply with the financial covenants or with increased from €250 million to €275 million on November 18, any other obligations, or declaration of a cross-default, certain 2011, then to €300 million on March 15, 2012. On February 7, early amortisation events in relation to the Securitisation 2014, GIE SPIE Telecom Services joined the Securitisation Facilities, an insolvency proceeding, material litigation, or the Facility. existence of qualifications made by the Group’s auditors on business continuity. 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 com- 10.2.9. Securitisation facility mun de titrisation governed by Articles L. 214-167 to L. 214-186 and R. 214-217 to R. 214-235 of the French Code monétaire et As part of their activity, on April 17, 2007 SPIE SA and certain financier. of its French and Belgian subsidiaries (together the “Sellers”) In 2015, the securitisation facility of €300 million set up in and SPIE Operations, as centralizing agent, entered into a 2007, with maturity on August 30, 2017, was renewed under securitisation facility pursuant to the use of a securitisation the following conditions: fund (fonds commun de créances) (the “FCC”). The FCC was established by Paris Titrisation as management company and • duration of facility of five years as from June 11, 2015 with Société Générale acting as custodian (the “Securitisation (barring early cancellation or amicable cancellation); Facility”). • maximum amount of financing of €300 million with option The 2007 Securitisation Facility was amended on August 23, to increase financing to €450 million. 2011 pursuant to an amendment agreement that entered

The principal features of the Securitisation Facility as at December 31, 2015 may be summarised in the following table:

Currency Commitment as Drawn as at Gross amount Expected Interest rate at December 31, December 31, of receivables Maturity 2015 2015 assigned as at December 31, Sellers 2015 Certain members Euro €286.9 million €286.9 million €526.2 million June 2020 Commercial paper funding of the SPIE Group in costs/ EURIBOR/ EONIA + Belgium and France Margin + commission fees

The FCT is a French fonds commun de créances that is not a The FCT obtains funding pursuant to (i) the issuance of secu- member of the Group. Prior to an event of default, the FCT rities subscribed by the entities that undertake issuances of purchases receivables from the Sellers (subject to certain asset-backed commercial paper (which benefit from liquidity eligibility criteria) for a payment of an amount equal to the facilities granted by financial institutions) and (ii) for the face amount of the receivables. Prior to any default, collections portion of funding not advanced by the financial institutions, relating to the receivables continue to be made by clients on indirectly by SPIE Operations. collection accounts dedicated to the FCT and are swept perio- The Securitisation Facility (to fund the purchase of newly dically to the FCT’s bank account (subject to, unless an event of originated receivables), as amended, ends on June 11, 2020, default has occurred, netting against the purchase price owed subject to the renewal on an annual basis of the liquidity for newly originated receivables). The Sellers, in their capacity facility provided by the financial institution to its asset-backed as collectors of the receivables to the FCT, remain responsible commercial paper conduit. The Securitisation Facility is for payment of the deposits and management of defaults and subject to certain trigger events, the occurrence of which will arrears relating to the receivables. prevent additional financing of newly originated receivables

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and the amortisation of the principal amount outstanding of Direct recourse against the Sellers is limited to repurchase of financial indebtedness under the Securitisation Facility. These the relevant receivables, which are sold to the FCT in breach trigger events include events relating to the performance of of warranty and payment of compensation in relation to the receivables, breach of the financial covenants set out in receivables where dilutions have occurred (including, without the Senior Credit Facilities Agreement, a minimum volume limitation, a decrease in the value of the receivables caused of transferred receivables and payment cross-acceleration by refunds, credits or set-off). The conduit and/or financial provision relating to the Senior Credit Facilities Agreement institution providing the securitisation commitment also or following termination of the Senior Credit Facilities benefits from cash reserves provided by SPIE SA by way of Agreement, other indebtedness in excess of €250 million. credit enhancement.

10.3. PRESENTATION AND ANALYSIS OF THE MAIN CATEGORIES OF USE OF THE GROUP’S CASH

10.3.1. Capital expenditures 10.3.3. Financing of working capital requirements The Group classifies its capital expenditures in the following categories: Working capital requirements primarily correspond to the value of inventory plus client receivables and other operating • acquisitions of new companies as part of the Group’s receivables, minus supplier debts and other operating debts. external growth policy; and • the renewal of tangible and intangible fixed assets, parti- The Group’s working capital requirements were negative cularly materials. for the financial years ended December 31, 2014 and 2015, contributing significantly to financing of the activity, specifically The Group’s capital expenditures for the financial years through its low inventory, the structure of the agreements ended December 31, 2014 and 2015 totalled €99.2 million and entered into with its clients, and its dynamic policy in terms of €62.8 million, respectively. For additional information regar- billing and collection of receivables. ding the Group’s historical, ongoing and planned future capital expenditures, see Section 5.2 of this Registration Document. Working capital requirements totalled €(337.9) million at December 31, 2014 and €(388.8) million at December 31, 2015. 10.3.2. 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 €106.4 million and €101.2 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 2015.

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10.4. CONSOLIDATED CASH FLOW

10.4.1. 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:

Financial year ended December 31, 2015 2014 In millions of euros Restated (1) Net cash flows from operating activities 272.9 293.3 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 58.2 108.3 (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 20.1.1 of this Registration Document).

10.4.1.1. 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:

Financial year ended December 31, 2015 2014 In millions of euros Restated (1) Internally generated funds from operations 261.0 290.5 Dividends received from equity affiliates 0.4 0.4 Income tax paid (41.2) (22.3) Changes in operating working capital requirements 52.7 24.8 NET CASH FLOWS FROM OPERATING ACTIVITIES 272.9 293.3 (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 20.1.1 of this Registration Document).

Net cash flows from operating activities totalled €293.3 mil- 10.4.1.1.1 Internally generated funds lion for the financial year ended December 31, 2014 and from operations €272.9 million for the financial year ended December 31, Internally generated funds from operations totalled 2015. This decrease of €20.4 million mainly resulted from a €290.5 million and €261.0 million in the financial years ended decrease in internally generated funds from operations, from December 31, 2014 and December 31, 2015, respectively, €290.5 million in 2014 to €261.0 million in 2015, i.e. a decrease largely due to the costs of the initial public offering in June in €29.5 million, an increase in tax paid of €18.9 million, from 2015 and the contribution paid in the context of the employee €22.3 million paid in 2014 to €41.2 million paid in 2015, offset share offering completed in December 2015 and recognised by changes in operating working capital requirements which as operating income. decreased from €24.8 million in 2014 to €52.7 million in 2015, a difference of €27.9 million between the two financial years.

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10.4.1.1.2 Income tax paid for €2.4 million, primarily due to the contribution from newly Income tax paid includes corporate tax paid in all geographic acquired companies. regions in which the Group operates, as well as the Business Value Added Tax [contribution sur la valeur ajoutée des entre- 10.4.1.1.3 Changes in operating working capital prises] (CVAE) in France. requirements The changes in operating working capital requirements Total income tax paid for the financial year ended December 31, represented a cash inflow of €52.7 million for the financial 2015 was €41.2 million, i.e. €18.9 million more than in the year ended December 31, 2015, compared to a cash inflow of financial year ended December 31, 2014. This change is largely €24.8 million for the financial year ended December 31, 2014, due to an increase in tax paid of approximately €13.1 million a difference of €27.9 million between the two financial years by subsidiaries of SPIE OGS in Nigeria, Thailand, Chad and (see Note 19 to the consolidated financial statements for the Gabon in respect of tax arrears for previous financial years. financial year ended December 31, 2015 included in paragraph This change is also due to an increase in tax paid in Germany 20.1.1 of this Registration Document).

10.4.1.2. 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, 2015.

Financial year ended December 31 In millions of euros 2015 2014 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 2.8 1.2 Proceeds from disposal of financial assets 0.2 0.9 Dividends received -- NET CASH FLOWS USED IN INVESTING ACTIVITIES (62.8) (99.2)

Net cash flows used in investing activities totalled €99.2 mil- The cash outflows for financial year 2014 may be mainly explai- lion in the financial year ended December 31, 2014 and ned by the acquisition of the Connectis group in Switzerland, €62.8 million in the financial year ended December 31, 2015. of the Fleischhauer group in Germany, of the Madaule group in This €36.4 million variation was mainly due to a decrease in France, of the company Scotshield in the United Kingdom, and the impact of changes in the scope of consolidation to the of the companies Vista and Viscom in Switzerland. amount of €40.8 million and to an increase in acquisitions of The cash outflows for financial year 2015 may principally be fixed assets for €8.5 million. explained by the acquisition of the company Leven Energy Services in the United Kingdom, of the Numac business in 10.4.1.2.1 Effect of changes in the scope the Netherlands, of the companies Thermat and Vilanova in of consolidation France, as well as by earn-outs paid in respect of companies The effect of changes in the scope of consolidation resulted in acquired previously, including ENS in the United Kingdom and a cash outflow of €74.2 million and €33.4 million in the finan- the companies Vista and Viscom in Switzerland. cial years ended December 31, 2014 and 2015, respectively.

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10.4.1.2.2 Acquisition of tangible and intangible December 31, 2014, compared to an increase of €2.4 million assets for the financial year ended December 31, 2015. The acquisition of tangible and intangible assets resulted in The change recorded may be explained mainly by changes in a cash outflow of €34.5 million for the financial year ended financial receivables relating to Public-Private Partnership December 31, 2015, compared to an outflow of €26.0 million contracts. for the financial year ended December 31, 2014.

In 2015, acquisitions of tangible assets represented a total of 10.4.1.2.4 Proceeds from disposals of tangible €26.2 million, compared to €19.8 in 2014. and intangible assets Cash resulting from proceeds from disposals of tangible and In 2015, acquisitions of intangible assets represented a total of intangible assets increased by €1.6 million, from €1.2 million €8.3 million, compared to €6.2 million in 2014. These invest- for the financial year ended December 31, 2014, to €2.8 million ments primarily represent implementation costs of software to for the financial year ended December 31, 2015. optimise the management and control process in 2014. The changes recorded over the 2015 financial year are due to 10.4.1.2.3 Changes in loans and advances the amount of transfers of fixed assets for the 2015 financial granted year, divided up into tangible fixed assets to the amount of The changes in loans and advances granted represented €2.6 million and intangible fixed assets for €0.2 million. a cash outflow of €0.4 million for the financial year ended

10.4.1.3. 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 2015.

Financial year ended December 31 In millions of euros 2015 2014 Financing activities Issue of share capital 733.1 - Proceeds from borrowings 2,043.5 39.1 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 10.4.1.3.1 Issue of share capital disbursement of €156.6 million in the financial year ended Issues of share capital totalled €733.1 million for the financial December 31, 2015, compared to a net disbursement of year ended December 31, 2015; there was no share capital €95.2 million for the financial year ended December 31, 2014. issuance during the financial year 2014.

The major changes in financial year 2015 are due to the Changes in the 2015 financial year are as follows: increase in the share capital of SPIE SA and the operations of refinancing the Group’s financial debt. • 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;

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• on December 10, 2015, the implementation of an employee In 2014, the cash disbursed to repay borrowings totalling share offering (“ORS”) resulted in an increase in the capital €27.5 million was largely due to the prepayments of Tranches of SPIE SA of €53.2 million; B, C1 and C2 totalling €20.0 million, and the contractual repay- • costs disbursed under the IPO and the ORS are reduced for ment of a borrowing and finance lease totalling €4.2 million. a total amount of €18.8 million; and In 2015, the cash disbursed to repay borrowings totalling • the liquidation of the company Facility Management €2,830.8 million is essentially explained by the Group’s debt Bahrain WLL, situated in the Kingdom of Bahrain and a refinancing transactions, as follows: subsidiary of SPIE GmbH, gave rise to a reimbursement of • on January 13, 2015, reimbursement of High Yield Bonds capital to the company’s non-controlling interests for an in full for a total of €375 million, plus a makewhole of amount of €1.4 million. €44.0 million; 10.4.1.3.2 Proceeds from borrowings • on January 13, 2015, repayment of the loan granted by The consolidated cash generated by proceeds from borrowings Clayax Acquisition Luxembourg 5 (majority shareholder of totalled €39.1 million and €2,043.5 million in the financial SPIE SA) to the amount of €430.5 million in principal and years ended December 31, 2014 and 2015, respectively. interest accrued; • on June 11, 2015, in the context of its initial public offering, In 2014, the cash generated by proceeds from borrowings the Group repaid all its facilities relating to the senior corresponded to drawings under the Capex facility, which credit agreement dated August 18, 2011 and subsequent increased by €35.3 million in 2014. The remaining cash gene- amendments (Facilities B, C1, C2, capex and Revolving rated in 2014 primarily corresponds to the implementation of Credit Facility with maturity at August 31, 2017), for a total client receivables financing by the Swiss subsidiary SPIE ICS amount of €1,147.3 million; and (formerly Connectis) that was acquired in July 2014. • on June 11, 2015, in the context of its initial public offering, In 2015, the cash generated by proceeds from borrowings the Group also repaid its Facility E of €625 million and corresponds to the Group’s financial debt refinancing tran- 2nd Lien Bonds for a total of €185.6 million, initially drawn sactions, as follows: down on January 13, 2015. • on January 13, 2015, drawdown of Facility E of €625 million Moreover, disbursements in 2015 for repayments of bor- and issue of 2nd Lien Bonds for €185.6 million. In addition, a rowings are also due to the contractual repayments of Revolving Credit Facility, with maturity on August 31, 2017, borrowings under leasing for an amount of €6.6 million, was drawn down to the amount of €97.5 million. These repayments of financing linked to operational activities for three facilities were repaid in full on June 11, 2015 (see €4.5 million, and repayments on the securitisation facility of Section 10.4.1.3.3 of this Registration Document); client receivables to the amount of €13.1 million. • in the context of its initial public offering on June 11, 2015, the Group signed a new Senior Credit Agreement dated 10.4.1.3.4 Interest paid May 15, 2015, on which on June 11, 2015 a nominal amount Interest paid resulted in disbursements totalling €106.4 million of €1,125 million was drawn down. In addition, a Revolving and €101.2 million in the financial years ended December 31, Credit Facility, with maturity on May 11, 2020, was drawn 2014 and 2015, respectively. down to the amount of €50 million on December 31, 2015; In 2014, interest paid under Tranches B, C1 and C2 totalled and €41.3 million, and interest paid under in respect of the 2019 • costs disbursed in respect of refinancing costs decrease bond issue totalled €41.3 million. Other interest paid corres- the cash generated by the issued borrowings for a total ponded to the securitisation facilities for €4.0 million, the RCF amount of €39.6 million. line for €1.6 million, the Capex line for €2.9 million, and rate swaps for €8.8 million. 10.4.1.3.3 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.

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In 2015, interest paid under facilities relating to the Senior 10.4.1.3.5 Dividends paid to non-controlling Credit Agreement of August 18, 2011 and subsequent amend- interests ments (Facilities B, C1, C2, capex) and those drawn down on The Group paid dividends to non-controlling interests totalling nd January 13, 2015 (Facility E and 2 Lien Bonds) amounted €0.5 million and €1.2 million for the financial years ending to €35.0 million. Interest on the bond issue amounted to December 31, 2014 and 2015, respectively. €17.0 million. Interest paid in respect of the Revolving Credit Facility amounted to €3.3 million. Dividends paid in 2014 to non-controlling interests went to foreign subsidiaries of SPIE Oil & Gas Services in the amount Interest paid in respect of the new facility of the Senior Credit of €0.2 million. Furthermore, SPIE Holding GmbH in Germany Agreement dated May 15, 2015, Facility A, amounted to distributed total dividends to non-controlling interests of €15.5 million. €0.3 million.

Other interest paid concerns the securitisation facility for an Dividends paid in 2015 to non-controlling interests went to amount of €3.3 million, along with interest rate swaps for foreign subsidiaries of SPIE Oil & Gas Services in the amount €14.9 million. of €0.9 million. SPIE Holding GmbH in Germany distributed total dividends to non-controlling interests of €0.2 million.

10.5. GOODWILL

As of December 31, 2015 goodwill amounted to €2,148.9 million.

10.6. 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 20.1.1 of this Registration Document.

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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 is essential to its activity. All the Group’s trademarks are activity and does not hold any significant patents or licences. protected in France and within the European Union. The Group also has various domain names, particularly www.spie.com, in The Group uses different commercial names, brands and which the extension was changed to cover the main European domain names in the context of its activity. With the exception countries (including “.fr,” “.be” and “.de”). of the “SPIE” brand and logos, the Group believes that none of its other commercial names, service or commercial brands

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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

12.1. TRENDS ...... 98 12.2. MEDIUM TERM OUTLOOK ...... 98

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12.1. 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, 2015.

12.2. MEDIUM TERM OUTLOOK

The objectives and trends presented below are based on data, Moreover, the achievement of objectives implies the success assumptions and estimates that the Group considers to be of the Group’s strategy. The Group cannot give any assurance reasonable as of the date of registration of this Registration or guarantee that it will achieve the objectives described in Document. this section.

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 2016-2018 outlook of the Group’s below may change over time or be modified due to the changes evolution of activities related to the economic, financial, competitive and regulatory The Group aims to achieve an average annual growth rate environment as well as other factors unknown to the Group as (CAGR) of its production of 5% to 7% for the period 2016-2018. of the date of this Registration Document. The contribution of organic growth would be between 2% and In addition, if any of the risks described in Chapter 4 “Risk 3% with the impact of acquisitions contributing an additional Factors” of this Registration Document were to actually occur, €200 million in average annual production acquired. In terms they could have a material adverse effect on the Group’s busi- of external growth, the Group intends to continue its strategy of ness, results of operations, financial situation or outlook, and regular and diversified acquisitions, and to continue improving could therefore jeopardise its ability to achieve the objectives its local network density and efficiency and enrich its service presented below. supply by taking advantage of a market which remains highly fragmented, especially in Germany & Central Europe and North-Western Europe.

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The Group also intends to maintain over the forecast period 2016-2018 Group’s financial an average Cash Conversion ratio (1) of approximately 100%, objectives thanks to the continuation of its policy of strict management of its working capital requirements, and to the maintaining of The Group targets gradual improvement of the EBITA margin a CAPEX level in line with the previous financial years. reported by each of its operating segments for the period 2016-2018. The Group thus aims at increasing its consolida- Finally, the Group intends, subject to approval of the annual ted EBITA margin by between 10 to 20 basis points per year Shareholders’ General Meeting of the Company, to pay divi- during the period 2016-2018 (before the impact of acquisitions dends to its shareholders over this period equal to an annual carried out during the period). The external growth over the amount of approximately 40% of the adjusted consolidated net (2) period will be conducted while maintaining a highly selective income attributable to the Group . approach to the various investment opportunities and the The financial objectives above have been established by application of strict financial criteria. The Group anticipates assuming an average income tax gradually reducing from an average EBITA margin of around 6% for all acquisitions over 25% to 35% between 2016 and 2018, primarily due to tax loss the period, and an average EBITA acquisition multiple in line carryforwards in the first few years. Assumptions relating to with its historical acquisitions. The Group will also continue medium term average cash tax rates correspond to mainte- to implement its policy of improving operational efficiency nance of depreciation expenses deductible of the goodwill, post-acquisition of the acquired companies, as well as their as well as contributing profits relating to the acquisitions financial performance, especially in terms of generation of expected for the period, primarily in lower corporate tax operating cash-flows. 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.

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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

13.1. OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016 ...... 102 13.1.1. Assumptions ...... 102 13.1.2. Group objectives for the year ended December 31, 2016 .....102

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13.1. OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

13.1.1. Assumptions 13.1.2. Group objectives for the year ended The objectives presented below are based on data, assump- December 31, 2016 tions and estimates that the Group believes to be reasonable as of the date of registration of this Registration Document. On the basis of the assumptions described above, the Group’s These data and assumptions may change over time or be objective is that, including acquisitions, consolidated produc- modified due to uncertainties related to the economic, tion should grow, for the whole of its non-Oil & Gas business, financial, competitive and regulatory environment as well by about 5% for the financial year ended December 31, 2016, as other factors unknown to the Group as of the date of this with positive organic growth on the back of good underlying Registration Document. In addition, if any of the risks descri- trends in Energy Efficiency and ICT (1). bed in Chapter 4 “Risk Factors” of the Registration Document were to actually occur, they could have an impact on the The Group’s objective is to reach a continued flow of bolt-on Group’s business, results of operations, financial situation or acquisitions, with total consolidated production acquired outlook, and could therefore jeopardise its ability to achieve in 2016 in the order of €200 million, mostly in Germany, in the objectives presented below. Moreover, the achievement Central Europe, and in Northern Europe. of objectives implies the success of the Group’s strategy. The In the Oil & Gas business, the Group’s core services activities Group cannot give any assurance or guarantee that it will should again prove resilient and report moderate organic achieve the objectives described in this section. contraction, while the Group expects a further drop in the less (2) The Group has established its objectives on the basis of profitable OCTG activity . consolidated financial statements for the financial year ended As of the date of registration of this Registration Document, December 31, 2015. the Group also aims for the current financial year, at an These objectives are primarily based on the following assump- increase of the EBITA by 10 to 15 basis points compared to the tions for the financial year 2016: margin achieved for the financial year ended December 31, 2015 (which amounted to 6.6%), with improvements expected • slight improvement of the market conditions on the France at all four reporting segments of the Group. segment compared to the trends reported for the financial year ended December 31, 2015; The Group’s objective is also to maintain its Cash Conversion ratio to a level in line with its historical performances, i.e., • a continuation of the good momentum in the North- around 100% for the financial year ended December 31, 2016. 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.

(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.

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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

14.1. COMPOSITION AND FUNCTIONING OF THE COMPANY’S 14.2. DECLARATIONS CONCERNING MANAGEMENT AND SUPERVISORY BODIES ...... 104 THE ADMINISTRATIVE BODIES ...... 114

14.1.1. Board of Directors...... 104 14.3. CONFLICTS OF INTEREST ...... 114 14.1.2. Chief Executive Officer ...... 113 14.1.3. General Management Committee ...... 113

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14.1. COMPOSITION AND FUNCTIONING OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BODIES

14.1.1. 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.

Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Gauthier Louette French General meeting Chairman of Terms of office and duties performed as of approving the Board of the registration date of this Registration Document: the financial Directors and Within the Group: statements for Chief Executive • Chairman of SPIE Operations the financial Officer year ended • Chairman of the Board of Directors of SPIE Oil & Gas Services December 31, • Chairman of SPIE Nucléaire 2017 • 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 (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.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Denis Chêne French General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: statements for • Member of the Board of Directors of SPIE UK Limited the financial year ended • Member of the Supervisory Board of SPIE Nederland BV December 31, • Member of the Board of Directors of SPIE Belgium 2017 • 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 (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.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Nathalie French General meeting Director Terms of office and duties performed as of Palladitcheff (1) approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Director and member of the Strategic Committee December 31, of Gecina (listed company) 2018 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 (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.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Roberto Quarta (2) American/ General meeting Director Terms of office and duties performed as of Italian approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Chairman and non-executive Director of Smith & Nephew December 31, plc (limited company) 2017 • 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) Christian Rochat (2) Swiss General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Member of the Board of Directors of Exova Group Plc December 31, (listed company) 2017 • 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 (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.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Éric Rouzier (2)* French General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Chairman of Bullseye France Acquisition December 31, • Member of the Board of Directors of Tabasco Cooperatieve 2017 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 Gabrielle van Dutch General meeting Director Terms of office and duties performed as of Klaveren-Hessel (3) approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: Not applicable the financial year ended Terms of office and duties performed December 31, during the past five years no longer held: 2018 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 18.2.1 of this Registration Document. He shall not be replaced.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Michel Bleitrach (4) French General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Vice-Chairman of Albioma (listed company) December 31, • Member of the Supervisory Board of JC Decaux (listed 2017 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 Sir Peter Mason (4) British General meeting Senior Terms of office and duties performed as of approving Independent the registration date of this Registration Document: the financial Director Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Chairman of Thames Water Utilities Limited December 31, • Chairman of AGS Airports 2017 • 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 (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.

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Nationality Expiration date Principal duty Principal terms of office and duties performed outside of the term performed in the Company during the past five years Name of office the Company Sophie Stabile (4) French General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: the financial year ended • Member of the Supervisory Board of Altamir December 31, • Chairman of the Supervisory Board of Orbis 2017 • 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 Regine Stachelhaus (4) German General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: statements for • Member of the Supervisory Board of SPIE GmbH the financial year ended Outside of the Group: December 31, • Member of Board of Directors of Computacenter Hatfield 2017 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 Daniel Boscari (5) French General meeting Director Terms of office and duties performed as of approving the registration date of this Registration Document: the financial Within the Group: Not applicable statements for Outside of the Group: Not applicable the financial year ended Terms of office and duties performed December 31, during the past five years no longer held: 2018 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.

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14.1.1.1. Personal information about the of BAE Systems plc, Foster Wheeler Corp, Equant NV and members of the Board of Directors PowerGen plc. Mr. Quarta is a graduate and a former Trustee of the College of the Holy Cross. Gauthier Louette, 54, graduated from the École Polytechnique and École Nationale Supérieure de Techniques Avancées. He Christian Rochat, 55, holds a law doctorate from Lausanne joined the Group in 1986, and has been spending his whole University and an MBA from the University of Stanford. He career working with the Group, first as a project engineer, has been a partner at Clayton Dubilier & Rice since 2004 and then as project manager, then as Director of Operations was Managing Director of Morgan Stanley Capital Partners before being appointed in 1998 as Chief Executive Officer of from 1997 to 2004. Before that, he was Director of Schroder SPIE Capag, SPIE’s pipeline division. In 2000, he was appointed Ventures (from 1996 to 1997), Vice-President in the Merger as Director of the Oil & Gas Branch of SPIE. In 2003, he was & Acquisitions Department of Morgan Stanley (from 1990 to appointed as Chief Executive Officer of SPIE, and became 1996) and an attorney in the Canton of Vaud (from 1985 to Chairman and CEO in 2010. 1988).

Denis Chêne, 54, graduated from the EM Lyon and holds an Éric Rouzier (1), 40, graduated from the ENSAM Graduate MBA from INSEAD. He joined the Group in 1992. From 1993 School of Engineering and ESSEC. He joined Clayton Dubilier to 1997 he served as Director of Management Control at & Rice in 2005. He is a member of the Board of Directors of LK Comstock in the USA. He then served as head of Group Exova Group Limited and previously worked in the investment reporting before becoming Chief Financial Officer of SPIE banking division of JPMorgan as a management consultant. Île-de-France Nord-Ouest in 2001. He was appointed as Chief Gabrielle van Klaveren-Hessel, 54, studied English linguistics Financial Officer of the Group in 2007. and literature at the University of Utrecht in the Netherlands. Nathalie Palladitcheff, 48, graduated from ESC Dijon and holds From 1999 to 2001, she worked in the Financial Department a DECF degree and DESCF degree. She started her career at of the Dutch group Electron Holding BV. In 2001, after the Coopers & Lybrand Audit (1991 to 1997). She then joined the Group purchased Electron, she became payroll management Banque Française Commerciale Océan Indien (1997-2000) administrator at SPIE Nederland then payroll manager in as Director of financial matters and of management control. 2009. Since May 2012 she has been the representative of the In 2000, she was appointed as Financial Director of Société FCPE SPIE Actionnariat 2011-2015 on the Board of Directors. Foncière Lyonnaise, of which she later became Deputy General Michel Bleitrach, 70, graduated from the École Polytechnique Manager. As from May 2006, she was General Manager of and the École Nationale des Ponts et Chaussées and holds a Dolmea Real Estate. She then joined Icade in September 2007, Master’s in economics and an MBA from the University of as member of the Executive Committee, in charge of finance, California, Berkeley. He began his career with the Bechtel legal and IT, and, as from August 2010, of the Services to Real engineering group, and then joined the Ministry of Equipment Estate department. In April 2015 and effective as of August 3, where he directed several major development programs. 2015, she was appointed as Executive Vice-President and Chief He then worked for the Elf Aquitaine group with positions in of Finance of Ivanhoé Cambridge, a subsidiary of the Caisse production-exploration and chemicals and industrial develop- de Dépôt et Placement du Québec. Nathalie Palladitcheff was ment before joining from 1989 to 2003 Lyonnaise des Eaux, Director of Silic and Qualium and Director and Chairman of then Suez as Chairman and CEO of Elyo and of Suez Industrial the Audit Committee of Crédit Agricole CIB. She received the Solutions. From 2005 to 2012, he served as Chairman and CEO honor of chevalier de l’Ordre national du Mérite. of Keolis, and then became Chairman of the Saur Group parent Roberto Quarta, 65, is a partner and Chairman of Clayton, company in 2012. In 2006, he also joined the Board of Directors Dubilier & Rice, Europe, Chairman-elect of WPP plc and of Séchilienne-Sidec, now Albioma, in which he was appointed Chairman of Smith & Nephew plc. In 2015, he stepped down as Vice-Chairman of the Board in 2011. from IMI plc where he served as Chairman since 2011. He is Sir Peter Mason, 69, graduated from the University of a member of the Investment Committee of Fondo Strategico Glasgow. He served as Chairman and CEO of Balfour Italiano. Mr. Quarta served as Chairman of the Supervisory Beatty Limited, then as CEO of AMEC, before being named Board of Rexel during CD&R’s ownership of the company from Chairman of Thames Water Utilities Limited in December 2005 to 2014. Prior to CD&R, he served as CEO of BBA Group 2006. Until October 2008, he was a member of the Board of plc from 1993 to 2001, leading the successful restructuring the Olympic Delivery Authority for the 2012 Olympic Games. and reorganising of the company and continuing to serve as He was named Knight Commander of the British Order of the Chairman from 2001 to 2006. Mr. Quarta also held various Empire for services rendered to international trade in 2002. senior leadership positions with BTR plc and served on the Since December 8, 2015, he has been the Senior Independent Board of Directors. He was formerly a non-executive Director 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 18.2.1 of this Registration Document. He shall not be replaced.

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Sophie Stabile, 46, is a graduate of the French Ecole Supérieure 14.1.1.5. Non-voting Directors de Gestion et Finances. She began her career with Deloitte, Mr. Alexandre Motte, responsible for co-investment business before joining Accor in 1999 to head the Group’s Consolidation at Ardian, and Mr. Baudoin Lorans, Principal Director, and Information System Department. In 2006, she was Investments, Private Investment at Caisse de Dépôt et appointed Group Controller-General. In May 2010, she was Placement du Québec, are non-voting members on the appointed Chief Financial Officer. She has been a member Company’s Board of Directors. of Accor’s Executive Committee since August 2010 and member of Unibail-Rodamco’s Supervisory Board. She was Mr. Alfredo Zarowsky, Adviser to the Chairman since January 1, appointed Chief Executive Officer of HotelServices France of 2016, and formerly Senior Vice President, Strategy and Group the AccorHotels group on October 1, 2015. Development, resigned from his office as non-voting Director within the Board of Directors of the Company with effect as of Regine Stachelhaus, 60, is a graduate of Eberhard-Karls April 27, 2016. He shall not be replaced. University of Tübingen. She began her career as a lawyer before joining Hewlett-Packard GmbH in 1984 where she 14.1.1.6. Senior Independent Director served as Managing Director from 2000 to 2009. In May 2002, she was also appointed Vice-President of Imaging and Printing The Board of Directors decided to appoint an Independent Group (Hewlett-Packard GmbH). She was subsequently Director as Senior Independent Director. The Senior appointed Head of Human Resources and member of the Independent Director performs the following duties, in Board of Directors of E.ON SE. She has been a Director of accordance with the provisions of the Internal Rules of the the British Group Computacenter Plc since July 2013 and Company: a member of the Supervisory Board of Covestro AG since • The Senior Independent Director shall assist the Chairman October 2015. in his duties, in particular in the organisation and smooth Daniel Boscari, 59, graduated from the ICG Paris. He started functioning of the Board of Directors and its Committees his career with the Group in 1981, and has held the positions and the supervision of the corporate governance and of project finance manager and Director of municipality deve- internal control. He is in particular the preferred contact lopment within the management of SPIE. He is the Director for shareholders, in particular those not represented on the representing Group employees on the Board of Directors of Board of Directors, regarding corporate governance issues. SPIE SA. He is also responsible for providing assistance to the Board of Directors in order to ensure the smooth functioning of 14.1.1.2. Nationality of the members the Company’s corporate bodies and for providing the Board of the Board of Directors of Directors with his views on the transactions on which the Board of Directors shall deliberate. In this context, he Five Directors and one non-voting Director are non-French. shall ensure that members of the Board of Directors are able to exercise their duties in the best possible conditions, 14.1.1.3. Independent members of the Board in particular by ensuring that they receive a high level of of Directors information prior to the meetings of the Board of Directors. Four members of the Board of Directors are independent as • The Senior Independent Director meets periodically and defined by the AFEP-MEDEF Code. For detailed information at least once a year the non-executive Board members on the Directors’ independence, see the Chairman’s report on without the executives or “in-house” Directors, in order, corporate governance and the internal control procedures set in particular, to assess the performance of the Chairman out in Annex 1 to this Registration Document. and CEO (Président-directeur général) and, if applicable, performance of one or more deputy managing Directors 14.1.1.4. Gender balance in the Board’s (Directeurs généraux délégués) and to think about the future composition of the executive management. In this context, the Senior Independent Director leads the discussions during the The Board of Directors has four female members and is meeting of the Board of Directors which, following report therefore in compliance with the provisions of Law 2011-103 of of the Compensation Committee, assess the performance January 27, 2011 governing the gender balance in the Boards of the Chairman and CEO (Président-directeur général) and, of Directors and Supervisory Board and professional equality. 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,

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prior to the meeting of the Board of Directors deliberating on the assessment of the Board of Directors and of the 14.1.3. General Management Committees, a meeting among the independent members Committee of the Board of Directors for consultation, coordination and facilitation of communication of potential recommendations The Group has formed a General Management Committee to the latter. which determines and implements the operational strategy of the Group, while ensuring the consistency of its actions. • The Senior Independent Director is in charge, in particular, This Committee meets several times a year and is composed in coordination with the Appointments Committee which he of the Managing Directors of the subsidiaries, the Chairman may consult and meet on these matters as necessary, of and CEO of the Company, the Chief Financial Officer, the regularly performing diligences for the identification and Director of Human Resources, the Directors of Strategy, analysis of, and information on, situations which might Development and Acquisitions and the Director of Operational fall within the scope of the management and prevention Support. In addition to the Chairman and CEO, it is composed of conflicts of interests within the Board of Directors and of 17 members who reflect the European governance of the among the executive officers. He is seized or seizes himself Group. of every conflict of interests, actual or potential, which he becomes aware of concerning the executive officers and the The following are members of this Committee: Gauthier other members of the Board of Directors. He informs the Louette, Chairman and CEO of SPIE SA and Chairman of SPIE Secretary of the Board of Directors and the Chairman of the Operations; Gilles Brazey, Chief Operating Officer for France, Appointments Committee thereof and, if the latter deems SPIE Operations; Denis Chêne, Chief Financial Officer of SPIE necessary, the Board of Directors. The Senior Independent SA and SPIE Operations; Yves Compañy, Chief Executive Officer Director, as necessary, may provide recommendations to of SPIE Oil & Gas Services; Johan Dekempe, Chief Executive the Appointments Committee and to the Board of Directors Officer of SPIE Belgium; Olivier Domergue, Chief Executive on the management of potential conflicts of interests that Officer of SPIE Nucléaire; Philippe Girault, Chief Executive he detected or of which he was informed. Officer of SPIE Île-de-France Nord-Ouest; Pascal Poncet, • The Senior Independent Director shall establish and Chief Executive Officer of SPIE Sud-Est; Alain Langlais, Chief present annually to the Board of Directors an activity report Executive Officer of SPIE Sud-Ouest; Vincent Magnon, Chief to assess the type of diligences and missions conducted, Executive Officer of SPIE ICS (formerly SPIE Communications); in particular as regards the monitoring of all corporate Philippe Brugallé, Chief Executive Officer of SPIE Ouest- governance matters and the use made of the powers Centre; Cyril Pouet, Chief Executive Officer of SPIE Est; Thierry recognised to him. Smagghe, Director of Human Resources of SPIE SA and SPIE Operations; James Thoden van Velzen, Chief Executive Officer • On December 8, 2015, Sir Peter Mason was appointed by of SPIE UK; Lei Ummels, Chief Executive Officer of SPIE the Board of Directors as Senior Independent Director of Nederland; Chief Executive Officer of SPIE GmbH, Jérôme the Company. Vanhove, Director of Strategy, Development and Acquisitions of the Group, Pablo Ibañez, Director of Operational Support 14.1.2. Chief Executive Officer (Purchases, Real Estate, Sustainable Development, Digital, IT) of the Group. 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.

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14.2. DECLARATIONS CONCERNING THE ADMINISTRATIVE BODIES

As of the date of this Registration Document, to the Company’s or liquidation; (iii) none of the member of Board of Directors knowledge, there are no family relationships among the or the Chairman and CEO has been the subject of any official members of the Company’s Board of Directors and the public incrimination or sanctions by judicial or administrative Chairman and CEO of the Company. authorities (including relevant professional organisation); and (iv) None of the member of the Board of Directors or the Moreover, to the Company’s knowledge, within the last five Chairman and CEO has been disqualified by a court from acting years: (i) none of the member of the Board of Directors or the as a member of an administrative, management or supervisory Chairman and CEO has been convicted of fraud; (ii) none of body of an issuer or from participating in the management or the member of the Board of Directors or the Chairman and conduct of the business of any issuer. CEO has been associated with any bankruptcy, receivership

14.3. 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.

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DF Energy, United Kingdom Installation of lighting and generators for the entire new Harrington Power gas-fired power plant in Manchester.

COMPENSATION AND BENEFITS

15.1. COMPENSATION AND BENEFITS PAID TO DIRECTORS 15.2. AMOUNT OF THE PROVISIONS MADE OR RECORDED AND EXECUTIVES ...... 116 BY THE COMPANY OR BY ITS SUBSIDIARIES 15.1.1. Compensation of members of the Board of Directors ...... 116 FOR THE PAYMENT OF PENSIONS, RETIREMENT PLANS 15.1.2. Compensation of executive officers...... 117 OR OTHER BENEFITS ...... 121 15.1.3. Allocation of stock options or share purchase options ...... 119

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15.1. COMPENSATION AND BENEFITS PAID TO DIRECTORS AND EXECUTIVES

company of the Group during the years ended 2014 and 2015. 15.1.1. Compensation of members On the date of this Registration Document, no other com- of the Board of Directors pensation procedures or any advantages are planned for the non-executive officers. The amount of Directors’ attendance Beside the table below which details the amount of the fees corresponds to a gross amount before any withholding Director’s fees paid to Directors of the Company, with the tax levied by the Company: exception of the Chairman and CEO, by the Company or by any

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 00 Denis Chêne Directors’ attendance fees 00 Other compensation 00 Nathalie Palladitcheff Directors’ attendance fees -- Other compensation -- Peter Mason Directors’ attendance fees 60,000 28,000 Other compensation 00 Roberto Quarta Directors’ attendance fees 00 Other compensation 00 Christian Rochat 00 Directors’ attendance fees Other compensation 00 Éric Rouzier** Directors’ attendance fees 00 Other compensation 00 Sophie Stabile Directors’ attendance fees 30,000 24,000 Other compensation 00 Regine Stachelhaus Directors’ attendance fees 30,000 24,000 Other compensation 00 * 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 18.2.1 of this Registration Document. He shall not be replaced.

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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 00 Other compensation 00 Daniel Boscari Directors’ attendance fees 00 Other compensation 00 * 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 15.1.2. Compensation of executive participation to the meetings of the Board and Committees, officers is paid in March of the following year. This variable portion is proportional to the participation rate to the meetings, a mee- The tables below show the compensation paid to Gauthier ting of the Board counting for 1 and a meeting of a Committee Louette, Chairman and CEO of the Company, by the Company counting for 1/2. At its meeting of March 10, 2016, the Board of or by any company of the Group during the financial years Directors allocated the following variable compensation (paid ended December 31, 2014 and 2015. For detailed information end of March 2016) to the Independent Directors as regards on the compensation of the Chairman and CEO, see the financial year 2015: Chairman’s report on corporate governance and the internal control procedures set out in Annex 1 hereto. • 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 2015.

Table 1 (AMF deﬁnition)

Summary table of compensation, stock options and stocks allocated to each executive officer Amounts in euros 2014 2015 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).

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Table 2 (AMF deﬁnition)

Summary table of compensation, stock options and stocks allocated to each executive officer 2014 2015 Amounts in euros Amounts due Amounts paid Amounts due Amounts paid Gauthier Louette, Chairman and CEO Fixed compensation (1) 687,000 687,000 715,000 715,000 Annual variable compensation (1) (2) 654,400 870,500 693,920 654,400 Multi-year variable compensation (1) 0000 Exceptional compensation (1) 0000 Attendance fees 0 0 0 0 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)

Supplemental Severance or other Compensation pension plan benefits due or likely to under a non- become due as a result compete clause Work of termination or change contract of office Executive officers Yes No Yes No Yes No Yes No Gauthier Louette XX 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 supplemen- to seven executive officers of SPIE having terminated their tal pension plan set up within SPIE SA (which became SPIE activity before January 1, 2010. Operations) on January 1, 2001 and a defined contribution (1) The terms to benefit from this plan are as follows: supplemental pension plan established at Financière SPIE in 2009 and at SPIE SA in 2013. • having at least 5 years of seniority within the Group at the time of departure; and The defined benefit collective pension contract concluded by SPIE SA with Cardiff (BNP Paribas group) since 2001, in • having at least 60 years old at the time of departure and being accordance with the provisions of Article L.137-11 of the Social able to benefit in full from his pension under the general Security Code, was implemented for SPIE’s executives. social security regime or having at least 55 years old at the time of departure and not starting any professional activity Since January 1, 2010, Mr. Gauthier Louette is the last remai- before the liquidation of his pension under the general social ning beneficiary in function, it being specified that otherwise, security regime (in the second case, a pension will be paid pensions in application of this plan are paid by the insurer 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.

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The reference compensation used to calculate the rights of the During the payment of the pension, the social charge borne by beneficiaries shall be equal to the average of his compensation the employer would amount to 32% of the gross amount of the for the three years preceding the departure from the Company. pension (actual rate)(2). Compensation means the sum of the gross annual fixed Mr. Gauthier Louette also benefits from a severance package compensation and of the gross annual variable compensation. of one year of compensation (fixed plus variable excluding The acquisition rhythm of the rights is annual, i.e., 2% of the exceptional bonuses if any). reference compensation for each year of seniority within the The performance conditions, applicable to the termination plan during the first five years, and 3% thereafter, subject to indemnity, are based on the rate of achievement of the eco- the following two caps: nomic and financial criteria for the variable compensation as • the acquisition of rights, as described above, is capped at recommended by the Compensation Committee and approved 20% of the annual reference compensation(1); and by the Board of Directors (currently EBIT and operating cash • the annual amount of the pension paid under this plan, to flow). The average rate of achievement of the objectives based which the annual pensions paid under the general social on these criteria for the last three years must be equal to or security regime and under the mandatory complementary greater than 70%. regimes (ARRCO and AGIRC) must be added, is capped at Finally, he is a participant in the social guarantee for heads 50% of the reference compensation. of companies (GSC) that provides, in the event of job loss, The Company recorded a provision for the financing of these payment for 24 months of an annual benefit capped at 40% rights and management was outsourced to Cardiff. x 6 ASSC (Annual Social Security Cap) (PASS - Plafond Annuel de la Sécurité Sociale). As of December 31, 2015, the theoretical reference compensation is equal to the average of the compensation paid in For the future, the Group intends to consider the opportunity 2013, 2014 and 2015, i.e., €1,433,633. The rights acquired by to implement a long-term incentives policy in accordance with Mr. Gauthier Louette having reached the 20% cap, the theo- market practice. retical annual amount of his pension would equal €286,727.

15.1.3. 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 Plan No. Option type Valuation of Number Exercises Exercise and date (subscription the options of options price period or purchase) using the allocated method during the used for the financial consolidated year financial Name of the executive officer statements Gauthier Louette Nil

Table 5 (AMF deﬁnition)

Stock subscription or purchase options exercised during the year by executive officer Plan No. Number of Exercise price Name of the executive officer and date options raised Gauthier Louette Nil

(1) This cap of 20% was reached by Gauthier Louette before the financial year 2015. (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.

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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 Nil 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

Table 9 (AMF deﬁnition)

Total number of Weighted Plan No. 1 Plan No. 2 Stock subscription or purchase options granted to the top options awarded / average ten non-executive officer employees who received the shares subscribed or price largest number of options exercised by such employees purchased 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 Nil 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)

Bonus share allotments Table 6 (AMF deﬁnition)

Bonus shares allotted to each corporate officer Plan date Number Valuation of Acquisition Availability Performance and No. of shares the shares date date conditions Bonus shares allocated by allocated using the the Shareholders’ General during the method Meeting during the year to year used for the each executive officer by consolidated the issuer and by any Group financial company (list of names) statements Gauthier Louette Nil

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Table 7 (AMF deﬁnition)

Plan date Number Vesting and No. of shares conditions becoming available during the financial Bonus shares allotted and available for each executive officer year 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 Nil 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

15.2. 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 for the financial year ended December 31, 2015. This amount of Mr. Gauthier Louette, Chairman and CEO of the Company, is related to M. Gauthier Louette and seven other previous the total amount of the sums set aside for the payment of managers of the Group currently retired. pensions or any other advantages amounted to €6,662,000

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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 m2.

OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES

16.1. TERMS OF THE MEMBERS OF THE COMPANY’S 16.3.2. Compensation Committee ...... 125 ADMINISTRATIVE AND MANAGEMENT BODIES ...... 124 16.3.3. Appointments Committee ...... 125 16.2. INFORMATION REGARDING EMPLOYMENT CONTRACTS 16.3.4. Strategy and Acquisitions Committee ...... 126 RELATING MEMBERS OF THE BOARD OF DIRECTORS TO THE COMPANY OR TO ONE OF ITS SUBSIDIARIES ...... 124 16.4. STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY ...... 126 16.3. THE BOARD OF DIRECTORS COMMITTEES ...... 124 16.5. INTERNAL CONTROL ...... 126 16.3.1. Audit Committee ...... 124

123 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Terms of the members of the Company’s administrative and management bodies

16.1. 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.

16.2. 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.

16.3. THE BOARD OF DIRECTORS COMMITTEES

The Company is in the form of a joint stock company (société Pursuant to the applicable legal requirements, the members anonyme), with a Board of Directors; it has also formed an of the Committee have special financial and/or accounting Audit Committee, a Compensation Committee, a Nominating expertise. Committee and a Strategy and Acquisitions Committee. The term of office of the members of the Audit Committee The main provisions of the internal rules of these Committees coincides with their term on the Board of Directors. It may be are presented below. 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 16.3.1. Audit Committee of the Nominating Committee from among the independent members. No executive corporate officer may be a member 16.3.1.1. Members of the Audit Committee. The Audit Committee has three members, two of whom are designed from among the independent members of the Board. 16.3.1.2. Missions The composition of the Audit Committee may be modified by The mission of the Audit Committee is to monitor questions the Board of Directors acting on the request of its Chairman relating to the preparation and control of the accounting and and, in any event, must be modified if there is a change in the financial information, and to ensure the effectiveness of the general composition of the Board of Directors. process to monitor risks and internal operational control in order to assist the Board of Directors in the performance of On the date of registration of this Registration Document, the its control and audit missions. Audit Committee is comprised of Peter Mason (Chairman, Independent Director and Senior Independent Director), Sophie Stabile (Independent Director) and Christian Rochat.

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Within this framework, the primary duties of the Audit • reviews and recommends to the Board the method of Committee are to: allocation of Directors’ fees;

• monitor the process to prepare the financial information; • consults for recommendation to the Board of Directors on all exceptional compensation related to special missions, if • monitor the effectiveness of the internal control, internal any, that may be assigned by the Board of certain members. audit and risk management systems with regard to the financial and accounting information; The Compensation Committee meets as needed and, in any event, at least once a year, prior to any meeting of the Board • monitor the legal audits of the corporate and consolidated of Directors that will decide on the compensation for executive accounts by the Company’s Statutory Auditors; and management or the allocation of Directors’ fees. • 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 16.3.3. Appointments Committee Directors immediately of any difficulty encountered. The Audit Committee meets as needed and, in any case, at 16.3.3.1. Members least twice a year at the time of the preparation of the annual The Appointments Committee is composed of four members; and half-year financial statements. 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 16.3.2. Compensation Committee in selecting corporate executive officers of publicly traded companies. No executive officer may be a member of the 16.3.2.1. Members Appointments Committee. The Compensation Committee is composed of three members, On the date of registration of this Registration Document, the two of whom are independent members of the Board. They are Appointments Committee is comprised of Roberto Quarta appointed by the Board from the members on the basis of their (Chairman), Regine Stachelhaus (Independent Director), independent and their expertise in the area of compensation Nathalie Palladitcheff and Gauthier Louette. for executive officers of public traded companies. No executive The term of office of members of the Appointments Committee officer may be a member of the Compensation Committee. coincides with their term on the Board of Directors. It may be On the date of registration of this Registration Document, the renewed at the same time as their Board membership. Compensation Committee is comprised of Michel Bleitrach (Chairman, Independent Director), Sophie Stabile (Independent 16.3.3.2. Missions Director) and Roberto Quarta. The term of office of members The Appointments Committee is a specialised committee of of the Compensation Committee coincides with their term on the Board, with the primary mission of assisting the Board the Board of Directors. It may be renewed at the same time as in determining the members of the executive bodies of the their Board membership. Company and its Group. 16.3.2.2. Missions In this context, it performs the following missions: The Compensation Committee is a specialised committee of • nominating recommendations for members of the Board the Board of Directors, the principal task of which is to assist of Directors, Management, and Board of Directors’ the Board in the determination and regular assessment of all Committees; and compensation and benefits for executive corporate officers • annual assessment of the independence of the members or executive managers of the Group, including all deferred of the Board of Directors. benefits and/or severance payments for voluntary or force The Appointments Committee meets as needed and, in any departure from the Group. event, at least once a year prior to the Board meeting that In this framework, it performs the following tasks: decides the situation of the members with regard to the independence criteria adopted by the Company. • reviews and recommends to the Board of Directors all elements and conditions of the compensation for the principal executives of the Group;

125 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Statement related to the corporate governance of the Company

16.3.4.2. Missions 16.3.4. Strategy and Acquisitions The Strategy and Acquisitions Committee is responsible for Committee questions relating to the Group’s policy on acquisitions and financing. 16.3.4.1. Members The Strategy and Acquisitions Committee must be consulted The Strategy and Acquisitions Committee has five members, about any proposed transfer, acquisition or disposal, spin-off, including one who is an independent member of the Board of merger or demerger by the Company or a company of the Directors. Group when the operation in question involves an enterprise On the date of registration of this Registration Document, the value or transaction greater than fifteen million euros or Strategy and Acquisitions Committee is comprised of Gauthier a company or business that generates annual revenues Louette (Chairman), Regine Stachelhaus (Independent greater than fifty million euros and, more generally, when the Director), Christian Rochat, Nathalie Palladitcheff and Denis operation in question must first be approved by the Board of Chêne. Directors.

16.4. STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY

The Company refers to the recommendations of the AFEP The Board of Directors of the Company, in its composition and MEDEF Code of corporate governance for publicly traded mentioned in Chapter 14 of this Registration Document, met on companies (the “AFEP-MEDEF Code”). March 10, 2016, among other things in order to look at procedures for implementing the AFEP-MEDEF Code according The AFEP-MEDEF Code to which the Company refers may be to the “comply or explain” rule. The Company complies with consulted on the Internet at the following address: http://www. the recommendations of the Afep-Medef Code, except on the medef.com. The Company keeps copies of this code perma- points detailed in the Chairman’s report provided for by Article nently available for the members of its corporate governing L. 225-37 of the French Commercial Code, included in Annex 1 bodies. to this Registration Document.

16.5. INTERNAL CONTROL

The internal control process implemented within the Group Chairman of the Board of Directors provided for by Article is presented in Section 4.6.2 of this Registration Document. L. 225-37 of the French Commercial Code, included in Annex 1 Detailed information is also available in the report from the to this Registration Document.

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Morbihan Energies, France Use of 250 electric charging stations for electric vehicles throughout the Département of Morbihan.

EMPLOYEES

17.1. PRESENTATION ...... 128 17.3. PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES .. 134

17.1.1. Number and breakdown of employees ...... 128 17.3.1. Profit-sharing agreements ...... 134 17.1.2. Employment and working conditions ...... 130 17.3.2. Incentive schemes ...... 134 17.1.3. Training ...... 131 17.3.3. Company savings and similar plans ...... 134 17.1.4. Compensation policy...... 132 17.4. EMPLOYEE SHAREHOLDING...... 135 17.1.5. Labour relations ...... 132 17.4.1. Fonds commun de placement d’entreprise 17.2. EQUITY INTERESTS AND STOCK OPTIONS HELD SPIE Actionnariat 2011-2015 ...... 135 BY MEMBERS OF THE BOARD OF DIRECTORS 17.4.2. Managerial ownership of the Company ...... 135 AND MANAGEMENT ...... 133 17.5. POST-EMPLOYMENT BENEFITS ...... 136 17.2.1. Interests of the members of the Board of Directors and management ...... 133 17.2.2. Stock options and bonus shares awarded ...... 133

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17.1. PRESENTATION

adjustment of the workforce in France, in the OGS business 17.1.1. Number and breakdown and in Germany, and 37,238 as of December 31, 2013. In of employees 2015, 828 new employees joined the Group, as a result of the acquisitions carried out by the Group and 94 left the Group as 17.1.1.1. General presentation a result of the sale of the subsidiaries in Hungary and Greece. of the work force For the year ended December 31, 2015, the Group’s payroll As of December 31, 2015, the Group employed a total (including totalled €2,034 million compared with €1,968 million for the all types of employment contracts) of 37,662 persons, as year ended December 31, 2014 and €1,698 million for the compared with 38,245 persons as of December 31, 2014, i.e., year ended December 31, 2013. The increase results mainly a global decrease of 583 persons with 734 new employees in from the acquisitions completed by the Group in 2015 and the context of acquired companies and therefore a decrease 2014. Payroll represents the addition of all gross salaries and at constant perimeter of 1,317 persons, mainly due to the employer’s social security contributions.

17.1.1.2. Breakdown of employees The table below sets out the breakdown of Group employees by country at December 31 2013, 2014 and 2015:

Country 2013 2014 2015 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 200 650 626 Portugal 276 299 286 Poland 336 377 394 Hungary 131 134 95 Greece 50 52 0 Other (1) --5 Total Europe 32,816 33,799 33,509 Morocco 998 938 907 Rest of Africa 1,374 1,492 1,398 Total Africa 2,372 2,430 2,305 Middle East 953 893 866 Asia 1,067 1,096 981 Other (2) 30 27 1 TOTAL 37,238 38,245 37,662 (1) Norway, Russia. (2) North America, South America.

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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 2013 2014 2015 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 2013 2014 2015 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:

2013 2014 2015 2014 2015 Percentage of women (Europe) (Europe) (Europe) (World) (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 21% 19% 19% 19% 19% and supervisors Percentage of female workers 6% 8% 6% 7% 6%

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The following table sets out the breakdown of Group employees by type of contract at December 31, 2013, 2014 and 2015:

2013 2014 2015 2014 2015 Percentage of contract types (Europe) (Europe) (Europe) (World) (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:

2013 2014 2015 2014 2015 Age pyramid (Europe) (Europe) (Europe) (World) (World) < 25 7% 7% 7% 7% 6% 25-40 37% 37% 37% 39% 39% 41-55 42% 42% 42% 41% 41% 56-60 10% 10% 10% 10% 10% >60 4% 4% 4% 3% 4%

17.1.2. 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) 2014 2015 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 2013 2014 2015 Absentee rate (1) 4.39% 5.13% 4.85% Overtime 551,561 428,739 408,337 (1) Number of days of absence against total of theoretical days of work.

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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) 2014 2015 (2) Number of work fatal accidents 2 3 3 Frequency rate with work stoppage (3) 5.71 6.50 5.65 Gravity rate 0.28 0.27 0.28 (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, 2013. (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.

17.1.2.1. Diversity – a development • improved employment of disabled workers; and growth factor • the harmonious distribution of generations; and An integral part of the Group’s guidelines and management • diversity in origins. values, diversity is included in the enterprises project “SPIE, shared ambition.” It is a full part of corporate social responsi- 17.1.2.2. The search for greater male-female bility and contributes to improving the climate of trust and balance working conditions. The Group is committed to following the career development SPIE signed its Diversity Charter in 2008, and is creating a of its female employees and is conducting measures to Group Diversity Committee with the objective of strengthening promote the integration of women, particularly in the technical the commitment to prevent discrimination and ensure equal professions and management positions. Special attention is opportunity. also given to career development during the career committee process. With the Group, the promotion of Diversity as a “development factor” is implemented through concrete measures based on Outside, the Group continues to make meetings in targeted four priorities: schools in order to introduce students to the Group’s businesses. • the search for greater male-female balance;

17.1.3. 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.

17.1.3.1. Training: combine skills to prepare the employees coming from the career committees. and performance The purpose of these committees is to detect those with potential in the Company, build career plans to develop those Within the Group, the training plan is driven by the operating employees, design inter-subsidiary transfers and develop information related to the strategic plans and budgets, the replacement plans. The Group approach (committee), which needs for resources expressed by the Provisional Management is deployed at different levels of the organisation, results in an of Jobs and Skills (Gestion Prévisionnelle des Emplois et des objective validation and analysis of key employees. Compétences, GPEC), and a consideration for individual support highlighted during the annual interviews, and the need

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The Group has developed its own training organisation, the Skills Development Centre, which consists of: 17.1.5. Labour relations

• the Management School, which provides managerial The employees of Group companies are represented at various training and project training to the members of levels (Group/company/site) by the representatives of the Management Committees. This school trains approximately representative unions, employee delegates, the works council 2,000 trainees per year; and/or the central enterprise council, the Health, Safety and • the Technological Institute, dedicated to the best technicians Working Conditions Committee, and the Group Committee. in the Group in order to anticipate changes in its strategic The European Works Council is composed of representatives businesses. The Technological Institute offers around from the different members States in which the Group is twenty custom technical training sessions that meet present; it is operated in accordance with the applicable changes in the market and customer needs. European regulations (European Directive 2009/38/EC governing the institution of a European works council dated 17.1.4. Compensation policy May 6, 2009). As at December 31, 2015, the Group employed 37,662 persons, Managers in Group companies are eligible for a variable some of whom are union members. The Group considers annual compensation. that overall it has satisfactory working relations with its employees and their representatives, for example, just for The variable annual compensation for managers is as follows: France at December 31, 2015, it has more than 149 collective • 10% to 30% of the annual base salary for the managerial agreements or action plans negotiated since 2009 with the population; and representatives of the unions. At the European level, the rules • 30% to 40% for managers who are members of the for forming and operating the European Works Council were Management Committees of the subsidiaries. unanimously approved. The objectives are both quantitative and qualitative, group and individual, as follows:

• 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.

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17.2. EQUITY INTERESTS AND STOCK OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT

17.2.1. Interests of the members of the Board of Directors and management

17.2.1.1. 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:

Number of shares and voting rights held at December 31, 2015 Number of % of capital % of voting shares and rights Company Director voting rights Gauthier Louette (Chairman and CEO) 2,434,396 1.58% 1.58% Denis Chêne (Chief Financial Officer) 1,030,634 0.67% 0.67% Roberto Quarta 100 0.00% 0.00% Nathalie Palladitcheff 0 0.00% 0.00% Christian Rochat 100 0.00% 0.00% Éric Rouzier* 100 0.00% 0.00% Gabrielle van Klaveren-Hessel** 0 0.00% 0.00% Michel Bleitrach 1,800 0.00% 0.00% Peter Mason 2,000 0.00% 0.00% Sophie Stabile 100 0.00% 0.00% Regine Stachelhaus 250 0.00% 0.00% Daniel Boscari 39,765 0.03% 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 18.2.1 of this Registration Document. He shall not be replaced. ** Gabrielle van Klaveren-Hessel also holds 510.20 units in the FCPE “SPIE Actionnariat 2011” sub-fund and 176.2452 units in the FCPE “SPIE Actionnariat 2015” sub-fund (see Section 17.4 “Employee shareholding” below).

17.2.2. 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.

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17.3. PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES

The incentives are calculated under similar conditions as a 17.3.1. Profit-sharing agreements function of the results and performances specific to identified sub-groups. An EBIT/revenue ratio calculated by the Company In France, the employees of Group companies with more than is the first condition for benefiting from the bonus. When this fifty employees benefit from profit-sharing under a collective is the case, the payment of the incentive is then a function agreement signed June 6, 2005. Pursuant to this agreement, of the growth in the EBIT/revenue ratio (normal payment) which was signed by all representative union organisations, or decrease in the EBIT/revenue ratio (payment with appli- the profit-sharing, which varies in accordance with the perfor- cation of penalties) for the previous year over the reference mance of the Group companies included within the scope of the perimeter. June 6, 2005 agreement, is pooled with all the special positive profit-sharing reserves of each of the companies within the The incentive is uniformly divided among the employees, solely scope (global special profit-sharing reserve). Thirty per cent taking into account actual time presence in the Company (30%) of the global special profit-sharing reserve is uniformly during the year in question. distributed to all employees included within the scope of the The gross total amount distributed to beneficiary employees June 6, 2005 agreement, prorated on the time employed over for the incentives for 2015 was €13,284,926. 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 contri- 17.3.3. Company savings bution paid in the context of the 2015 employee shareholding and similar plans operation (see Section 17.4 “Employee shareholding” below) on the 2015 results of each of the Group’s companies concerned, The Group has a Group Savings Plan (plan d’épargne Groupe, and consequently on the amount of the special profit-sharing PEG) and an International Group Savings Plan (PEGI) which reserve in relation to the Company’s results, and so as not have been primarily used, since they were established, support to penalise those employees benefitting from profit-sharing, Group employee shareholding in the Company during various a decision was taken on payment of an additional special successive operations (in particular, the Company purchase profit-sharing reserve by SPIE Operations of a gross amount by the Employees in 1997 and then the Leveraged Buy Outs of of €1.8 million, in accordance with the provisions of Article 2006 and 2011 and finally the IPO in 2015). L. 3324-9 of the French Employment Code. The PEG, which was established by a unilateral instrument The gross global special profit-sharing reserve for 2015 thus of December 8, 1997, has allowed Group employees since amounted to €10,575,107 (including the additional payment November 24, 2009 to invest in units of funds invested in joint made by SPIE Operations). companies pursuant to Article L. 3332-17 Section 1 of the French Employment Code.

Since December 26, 2012, the PEG has accepted funds coming 17.3.2. Incentive schemes from the Group profit-sharing agreement of June 6, 2005 pursuant to Law 2010-1330 of November 9, 2010. In France, the employees of Group companies with more than fifty employees benefit from a share in the results of the The PEGI was established by a unilateral instrument on Company under a collective agreement signed April 10, 2013. October 24, 2006.

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17.4. EMPLOYEE SHAREHOLDING

The conditions of subscription to this new offer provided for 17.4.1. Fonds commun de a gross employer contribution to be paid respectively by each placement d’entreprise company-employer of the SPIE Group under the following SPIE Actionnariat 2011-2015 conditions: to the level of 100% up to €1,000 in payment of each employee-subscriber, to the level of 50% from €1,000.01 In the context of the takeover of the Group in 2011 (the to €3,000, in payment of each employee-subscriber, and to “Takeover Operation”), the employees of the Group were the level of 20% above €3,000 in payment of each employee- given the opportunity to become shareholders of the Company subscriber, with a maximum amount of €5,400 gross of through the Employee Mutual Fund (fonds commun de contribution. The gross amount paid by all companies in the placement d’entreprise SPIE Actionnariat 2011, FCPE), in the Group in respect of this contribution totals €20,042,328.29. context of the share offering reserved for the employees of certain Group companies participating in the PEG and PEGI, Pursuant to Article L. 3332-25 of the French Employment pursuant to the provisions of Article L. 3332-18 et seq. of the Code, FCPE units in the SPIE Actionnariat 2011 segment will Employment Code. not be available until June 30, 2016, and FCPE units in the SPIE Actionnariat 2015 segment and the shares subscribed At the end of the stock offering reserved to employees for directly in the context of the 2015 transaction will not be for a total of €30,000,000, more than 50% of the Group’s available until July 1, 2020, in both cases, except if an early employees had become shareholders in the Company. In release event occurs as provided in Articles R. 3332-28 and connection with the Company’s IPO in June 2015, the FCPE R. 3324-22 of the French Employment Code. sold 801,173 Company shares at a price of €16.50 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 17.4.2. Managerial ownership employee share offering in order to make employees a part of of the Company the new SPIE dynamics following its IPO. This offer was made either directly or through the FCPE within which a new “SPIE Certain former and current Group executives and managers, Actionnariat 2015” segment was created, through a share particularly members of the Group’s General Management capital increase reserved for the employees, former employees Committee, including Mr. Gauthier Louette and Mr. Denis and executive officers of the Company and its French and Chêne, hold an interest in the Company. This interest was foreign subsidiaries held directly or indirectly and members previously held through the companies SPIE 20 RA, SPIE 20 PP, of a Company savings plan operated by the Group, governed SPIE 350 RA and SPIE 350 PP which were absorbed by SPIE by Articles L. 3331-1 et seq. of the French Employment Code, SA in the context of the Group reorganisation that took place in accordance with the provisions of Articles L. 3332-18 et seq. at the time of the Company’s IPO. of the French Employment Code. At December 31, 2015, the interest in the Company held Set up in 13 countries, this new employee share offering by Gauthier Louette, Chairman and CEO, amounts to has proved to be highly successful, with a subscription rate 2,434,396 shares, representing 1.58% of the capital and voting of almost 43% throughout the Group and 56% in France. rights. Following this transaction, 4,076,156 new ordinary shares At December 31, 2015, the interest in the Company held by were issued amounting to over €53 million (i.e. 97% of the Denis Chêne, Chief Financial Officer and Director, amounts authorised maximum amount of €55 million) for a subscription to 1,030,634 shares, representing 0.67% of the capital and of price per share set at €13.05 including discount for Group the voting rights. employees. With the shareholding plans already existing, almost 20,000 employees (i.e. 53% of the workforce) are now At December 31, 2015, the interest of the other executives shareholders and held, either directly or indirectly through and managers of SPIE (former and current) amounts, to the the FCPE, approximately 4.7% of the Company capital at Company’s knowledge, to 12,674,387 shares, representing the registration date of this Registration Document as of 8.23% of the capital and of the voting rights. December 31, 2015.

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17.5. POST-EMPLOYMENT BENEFITS

The amounts of sums due by the Group relating to post- The report on the Company’s Corporate, Social and employment benefits increased from approximately Environmental Responsibility (CSR) provided for by Article €244 million for the financial year ended December 31, 2014 R. 225-105-1 of the French Commercial Code, which presents to approximately €257 million for the financial year ended additional HR information, is set out in Annex 2 hereto. December 31, 2015. This increase is primarily due to the discount rate and to the consolidation of the French-speaking Swiss subsidiaries in SPIE Sud-Est.

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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

18.1. SHAREHOLDERS ...... 138 18.2.2. Shareholders Agreement between Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec .142 18.1.1. Clayton, Dubilier & Rice (“CD&R”) ...... 139 18.2.3. Shareholders’ agreement between the principal 18.1.2. Ardian ...... 140 managers of the Group ...... 142 18.1.3. Caisse de Dépôt et Placement du Québec ...... 140 18.3. AGREEMENTS THAT COULD RESULT IN A CHANGE 18.1.4. Manager shareholders ...... 140 OF CONTROL ...... 143 18.1.5. Employee shareholding ...... 140 18.4. CLAYTON, DUBILIER AND RICE UNDERTAKINGS 18.2. DECLARATION CONCERNING CONTROL OF THE COMPANY ... 141 TOWARDS THE FRENCH GOVERNMENT ...... 143 18.2.1. Clayton Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group .141 18.5. ITEMS THAT MAY IMPACT A PUBLIC OFFERING ...... 143

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18.1. 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:

Holding Number of shares % of capital % of voting Shareholders and voting rights 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 2011 3,204,692 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 150,000,000 100,00% 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, 2015.

Holding Number of shares % of capital % of voting Shareholders and voting rights rights Clayax Acquisition Luxembourg 5 S.C.A. (1) 63,774,470 41.39% 41.39% Managers (2) 16,139,417 10.47% 10.47% of which Mr. Gauthier Louette 2,434,396 1.58% 1.58% of which Mr. Denis Chêne 1,030,634 0.67% 0.67% Caisse de Dépôt et Placement du Québec (3) 6,100,000 3.96% 3.96% Employee shareholding (4) 7,260,089 4.71% 4.71% Public (5) 60,801,790 39.47% 39.47% Treasury shares 390 0.00% - TOTAL 154,076,156 100.00% 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. (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. 5.003% 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).

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The following table presents the distribution of the capital of the Company as of the date of registration of this Registration Document:

Holding Number of shares % of capital % of voting Shareholders and voting rights rights Clayax Acquisition Luxembourg 5 S.C.A. (1) 51,774,470 33.60% 33.60% Managers (2) 16,139,417 10.47% 10.47% of which Mr. Gauthier Louette 2,434,396 1.58% 1.58% of which Mr. Denis Chêne 1,030,634 0.67% 0.67% Caisse de Dépôt et Placement du Québec (3) 7,909,400 5.13% 5.13% Employee shareholding (4) 7,260,089 4.71% 4.71% Public 70,992,390 46.08% 46.08% Treasury shares 390 0.00% - TOTAL 154,076,156 100.00% 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 (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 major international groups and finance professionals. As a sold 12,000,000 shares of the Company, i.e., almost 8% of long-term partner, CD&R encourages and assists the mana- its capital and voting rights, through an accelerated private gement teams of the companies in its portfolio to increase the placement. As a result of this transaction, as of the date Company’s profits and earnings via operational improvements. hereof, Clayax Acquisition Luxembourg 5 SCA therefore holds The investments of CD&R cover companies in a variety of 51,774,470 shares of the Company, i.e., 33.60% of its capital industries with an enterprise value generally ranging from and voting rights. USD 1 billion to 15 billion. CD&R and its affiliates have offices On April 1, 2016, the Caisse de Dépôt et Placement du Québec in New York and London. declared that on March 24, 2016, it exceeded the threshold of CD&R’s stake in the Company is held indirectly via CDR Bounce 5% of the Company’s capital and voting rights and that, as a (Cayman) Partners L.P. The investors (limited partners) in CDR result, it held 7,909,400 shares of the Company, i.e., 5.13% of Bounce (Cayman) Partners L.P. are (i) Clayton Dubilier & Rice its capital and voting rights (see AMF declaration 216C0777). Fund VIII, L.P., (ii) CD&R Friends and Family Fund VIII L.P., This crossing of threshold results from the acquisition (iii) CD&R Advisor Fund VIII Co-Investor, L.P., (iv) CD&R Bounce of 1,809,400 shares of the Company in the context of the Co-Investor, L.P., (v) CD&R Bounce NEP VIII Co-Investor, foregoing accelerated private placement. LLC and (vi) CD&R Bounce Co-Investor 2, L.P. (which are all Since its initial public offering, all shares of the Company are controlled by CD&R). ordinary shares.

18.1.1. 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 154,076,156

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18.1.2. Ardian 18.1.4. Manager shareholders

Founded in 1996 and led by Dominique Senequier, Ardian, Certain former and current Group executives and with its head office in Paris, is a first-tier independent invest- managers, particularly members of the Group’s General ment company that manages and/or advises USD 50 billion Management Committee, including Mr. Gauthier Louette and in assets in Europe, North America and Asia. The company, Mr. Denis Chêne, hold an interest in the Company. This interest which is majority-owned by its employees, has always placed was previously held through the companies SPIE 20 RA, the entrepreneurial spirit at the centre of its approach and SPIE 20 PP, SPIE 350 RA and SPIE 350 PP which were absorbed offers its international investors superior performances by by SPIE SA within the scope of the Group reorganisation that participating in the growth of companies around the world. took place at the time of the Company’s IPO. The Ardian investment philosophy is based on three pillars: At December 31, 2015, the interest in the Company held determination, discipline and long-term investment. by Gauthier Louette, Chairman and CEO, amounts to Ardian is backed by a solid international network, with more 2,434,396 shares, representing 1.58% of the capital and voting than 350 employees working in ten offices in Beijing, Frankfurt, rights. Jersey, London, Luxembourg, Milan, New York, Paris, At December 31, 2015, the interest in the Company held by Singapore and Zurich. The company offers its 355 investors Denis Chêne, Chief Financial Officer and Director, amounts a diversified choice of funds covering the entire asset to 1,030,634 shares, representing 0.67% of the capital and of class: Small Cap and Mid Cap Buyout, Innovation & Growth, the voting rights. Co-Investment, Infrastructure and Private Debt, as well as the Fund of Funds (primary, early secondary and secondary) At December 31, 2015, the interest of the other executives Ardian’s most recent transactions include, NHV (helicopter and managers of SPIE (former and current) amounts, to the transport), F2i Aeroporti (airports) and Serma (electronic). Company’s knowledge, to 12,674,387 shares representing 8.23% of the capital and of the voting rights. 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. 18.1.5. Employee shareholding

18.1.3. Caisse de Dépôt et The employees of the Group hold a stake of 4.7% in the Placement du Québec Company, either directly or through the FCPE SPIE Actionnariat 2011-2015. This fund, established in 2011 and supplemented The Caisse de Dépôt et Placement du Québec is a financial by a second segment in 2015 along with employees holding institution that manages funds coming primarily from public shares directly, has nearly 20,000 shareholder employees (see and private pension and insurance plans. Its net assets totalled Section 17.4.1 of this Registration Document). approximately CAD 248 billion as at December 31, 2015. 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.

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18.2. DECLARATION CONCERNING CONTROL OF THE COMPANY

providing reasonable cooperation and assistance to the 18.2.1. Clayton Dubilier & Rice, transferor in order to facilitate these transactions. Ardian and Caisse de Dépôt • Prior approval in the event of a sale of shares: A requirement et Placement du Québec to obtain the prior approval of the Board of Directors in Undertakings Towards the event of a sale or transfer of shares, including in the the Group context of a public offer, by one or several members of the Consortium, in any way, either directly or indirectly, In the form of a letter dated May 22, 2015, amended on May 29, representing at least 1% of the Company’s share capital 2015, in connection with the Initial Public Offering of the to a competitor or a significant business partner of the Company, CD&R, Ardian and Caisse de Dépôt et Placement Company (client or supplier). The Board of Directors shall du Québec (“CDPQ”), which are the major shareholders of the act by a simple majority of the Directors present and Company, made commitments to the Company relating to its represented, with any Director appointed upon the proposal corporate governance and management of the liquidity of their of the Consortium members not taking part to the vote. shareholding in the Company. However, this requirement shall not apply in the event of These commitments provide in particular: a public offer for which (i) no prior undertaking to sell or tender in the offer would have been taken by a member of • Corporate governance: The Consortium will be represented the Consortium and (ii) the Board of Directors would have on the Board of Directors by a maximum of (i) four Directors issued a favourable opinion by a majority of its members. among the candidates that it will propose, including three For the purposes of this commitment, the term “competitor” Directors proposed by CD&R and one Director proposed means any company or group of companies (i) whose activity by CDPQ and (ii) a non-voting Director proposed by Ardian. or one of its activities relates to the multi-technical services This representation will be modified in the event of a sale sector and more specifically to the areas of electrical, mecha- of shares by the members of the Consortium, upon request nical or HVAC engineering and communications systems as from the Company and as follows: (i) CD&R will be repre- well as specialised services related to energy (including sented respectively by three, two or one Director(s) for so facility management and information technology activities) long as it owns at least, directly or indirectly, respectively and (ii) whose turnover relating to this activity amounts to a 25%, 15% or 5% of the Company’s share capital; (ii) Ardian minimum of €1 billion. The term “significant business partner” will be represented by a non-voting Director for as long as means each of the Company’s clients representing more than it directly or indirectly holds at least 2% of the Company’s €40 million of the Group’s consolidated turnover or each of share capital; (iii) CDPQ will be represented by a Director the Company’s suppliers representing more than €15 million and a non-voting Director for as long as it directly or indi- of the total amount of the Group’s purchases. These two terms rectly holds at least 5% of the Company’s share capital. also include (i) all the controlling companies, and (ii) all the Finally, if, for the aforesaid reasons, Clayton Dubilier & companies controlled by a controlling company of a compe- Rice were only represented by two Directors, CDPQ would titor or a significant business partner. The commitments be represented by a second Director, provided it directly detailed in the second and third points above do not apply or indirectly holds at least 15% of the Company’s share to the Company’s shares acquired, directly or indirectly, by capital. Clayton, Dubilier & Rice, Ardian and CDPQ in the context of • Information in the event of a sale of shares: The obligation the Company’s IPO and subsequently. to provide prior information to the Chairman in the event of sale or transfer of shares by one or several members These commitments will expire on the date each member of the Consortium, in any way, either directly or indirectly, of the Consortium will hold, directly or indirectly, less than representing at least 1% of the Company’s share capital. 2% of the Company’s share capital and would no longer be a Such obligation does not apply in the event of a sale of shareholder of the holding company of the Consortium which Company’s shares to a non-identified buyer over a certain holds the Company’s shares. period of time. Moreover, such sale or such transfer must also be carried out in an orderly manner, with the Company

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The stipulations of this shareholders’ agreement will cease to 18.2.2. Shareholders Agreement apply to any party whose interest, either direct or indirect, in between Clayton Dubilier the Company’s share capital would fall below 2% and which & Rice, Ardian and Caisse would no longer be a shareholder of the holding company of de Dépôt et Placement the Consortium which holds the Company’s shares. du Québec The parties to the shareholders’ agreement described in this paragraph 18.2.2 have declared that they do not act together. 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 18.2.3. Shareholders’ agreement their relationship as shareholders of the Company (it being between the principal stipulated that this agreement does not apply to the Company managers of the Group shares held by the parties directly). The agreement provides in particular: In connection with the Company’s IPO, certain shareholders managers of the Company, including Mr. Gauthier Louette, • Corporate governance: Conditions of representation of the Chairman and CEO, and Mr. Denis Chêne, Director and Chief Consortium on the Board of Directors in accordance with Financial Officer, have entered into a shareholders’ agreement the commitments taken towards the Company as described in order to govern their relationship as shareholders of the in “ – Declarations relating to the control of the Company Company. – Clayton, Dubilier & Rice, Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group”, as The main stipulations of the shareholders’ agreement are as well as the conditions of representation of the Consortium follows: on the Board of Directors’ Committees. CD&R will therefore • the relevant managers’ party to this agreement undertake designate one representative on the Audit Committee, the to meet before any Company’s general meeting of the Remuneration Committee, the Nominating Committee Company’s shareholders and any other significant event and the Strategic and Acquisitions Committee. CDPQ may for the Company in order to adopt a common position; therefore designate one representative on the Nominating • a lock-up commitment of the Company’s shares held for a Committee and the Strategic and Acquisitions Committee. period of 365 calendar days as of June 11, 2015, such requi- • Liquidity arrangements: a sale of the Company’s shares may rement being waived in particular in case of (i) transfer be initiated after the closing of the Company’s IPO (i) at any by succession in case of death, permanent disability of time by CD&R, acting alone, as long as it holds at least 2% second, third category in accordance with Article L. 341-4 of the Company’s share capital or, (ii) (A) prior to the third of the French Code de la Sécurité sociale and in the event of anniversary of the closing of the Company’s IPO, by Ardian retirement (Mr. Gauthier Louette is not concerned by this and CDPQ acting jointly as long as they hold together at last exception) and (ii) transfer in the context of a tender least 2% of the Company’s share capital or (B) after the offer, a public exchange offer, an alternative public offer or third anniversary of the closing of the Company’s IPO by a mixed public offer; Ardian and/or and CDPQ, acting alone, as long as the • the obligation to provide prior information with respect to relevant shareholder holds at least 2% of the Company’s any sale of Company’s shares. share capital. Moreover, if a member of the Consortium decides to initiate the process of sale of its Company’s This shareholders’ agreement, pursuant to which the relevant shares, other members of the Consortium would benefit managers are acting together towards the Company, is valid from a right to participate to this sale on a pro rata basis for a period of five years. 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.

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18.3. 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.

18.4. CLAYTON, DUBILIER AND RICE UNDERTAKINGS TOWARDS THE FRENCH GOVERNMENT

When the Consortium acquired the Group in 2011, Clayton, Activities”). On this basis, CD&R has undertaken to (i) make Dubilier and Rice (“CD&R”), as being the majority shareholder sure that the Group’s operational managements ensure that of the Company, has made commitments to the French CD&R does not access to information related to the Sensitive Government. These commitments were made in compliance Activities and (ii) submit to the prior approval of the Ministry with the regulation related to foreign investments in France of Economy any transfer of assets used in connection with the (Articles L. 151-3 et seq. and R. 153-1 et seq.) of the French Sensitive Activities. Monetary and Financial Code), since the Group operates As soon as it ceases to control directly or indirectly the activities which are in the scope of the above mentioned Company, CD&R will not be subject to these commitments. provisions of the French Monetary and Financial Code, and in particular in respect with Nation Defence (the “Sensitive

18.5. 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. 225-100-3 of the French Commercial Code.

Legislative or Requisite factors Chapters/Sections of the Registration Document regulatory reference L. 225-100-3(1) The structure of the Company’s capital 18.1 Shareholders of the French 21.2.8 Regulations applicable to foreign investments Commercial Code in France L. 225-100-3(2) The statutory restrictions on exercise of voting 18.2 Declaration concerning control of the Company of the French rights and on share transfers or clauses of signed 21.2.3 Rights, privileges and restrictions attached to Commercial Code agreements brought to the Company’s attention shares (Articles 10, 11, 12 and 13 of the Articles of in accordance with Article L. 233-11 of the French Association) Commercial Code 21.2.7 Declaration of thresholds and identification of shareholders L. 225-100-3(3) Direct or indirect holdings in the Company’s capital 18.1 Shareholders of the French of which it is aware, by virtue of Articles L. 233-7 to Commercial Code L. 233-12 of the French Commercial Code

143 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd Legislative or Requisite factors Chapters/Sections of the Registration Document regulatory reference L. 225-100-3(4) A list of holders of any share comprising special N/A of the French rights of control and a description of these Commercial Code L. 225-100-3(5) The control mechanisms provided for in any 18.1.5 Employee shareholding of the French employee shareholding system, when the control 17.4 Employee shareholding Commercial Code rights are not exercised by employees L. 225-100-3(6) The agreements between shareholders of which 18.2 Declaration concerning control of the Company of the French the Company is aware and which may result in 18.4 Clayton, Dubilier & Rice undertakings towards Commercial Code restrictions on share transfer and exercise of voting the French government rights L. 225-100-3(7) The rules applicable to the appointment and 18.2 Declaration concerning control of the Company of the French replacement of members of the Board of Directors 21.2.2 Provisions of the Articles of Association Commercial Code or Management Board and to the amendment of the governing the administrative and management Articles of Association bodies – Internal rules of the Board of Directors 21.2.5 Shareholders’ General Meetings (Article 19 of the Articles of Association) L. 225-100-3(8) The power of the Board of Directors or Management 21.1.1 Paid-up Share Capital and Authorised but of the French Board, in particular share issue or buyback Unissued Share Capital Commercial Code 21.1.3 Other securities giving right to capital L. 225-100-3(9) The agreements concluded by the Company which 10.2.2.1 Senior Credit Facilities Agreement of the French are amended or which end in the event of change Commercial Code of control of the Company, except if this disclosure, apart from cases of mandatory disclosure under the law, adversely affects its interests L. 225-100-3(10) The agreements providing for indemnities for the 15.1.2 Compensation of executive officers of the French members of the Board of Directors or Management Commercial Code 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

In addition, the Group is a party to a number of contracts containing change of control provisions, including the Senior Facility Agreement (see paragraph 10.2.7 of this Registration Document) as well as a number of other commercial agreements.

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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

19.1. PRINCIPAL RELATED-PARTY TRANSACTIONS ...... 146 19.2. SPECIAL REPORTS OF THE AUDITORS ON RELATED-PARTY AGREEMENTS FOR FISCAL YEAR 2015 . 147

145 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd CHAPTER 19: RELATED-PARTY TRANSACTIONS Principal related-party transactions

19.1. PRINCIPAL RELATED-PARTY TRANSACTIONS

The parties related to the Group consist primarily of the The calculated data specifying the relations with these related Company’s shareholders, its unconsolidated subsidiaries, the parties is provided in Note 23 to the consolidated financial companies under joint control (companies proportionately statements for the year ended December 31, 2015, presented consolidated), the associate companies (equity associates), in Section 20.1.1 of this Registration Document. and the entities over which the different executives of the Group exercise at least significant influence.

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19.2. 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.225-31 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. 225-31 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.225-40 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.

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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.

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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.225-30 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.

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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, 2013. 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, 2013. 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%.

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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, 2014.

3. 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 3.

5. 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.

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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 ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas

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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

20.1. GROUP CONSOLIDATED FINANCIAL STATEMENTS ...... 155 20.6. LEGAL PROCEEDINGS AND ARBITRATION ...... 264

20.1.1. Consolidated financial statements for the year ended 20.6.1. Anti-competitive practices in South-Western France ...... 264 December 31, 2015 ...... 155 20.6.2. Recourse of the Île-de-France Region – Lycées of Île- 20.1.2. Auditors’ report on the consolidated financial de-France ...... 264 statements for the year ended December 31, 2015 ...... 229 20.6.3. Recourse by SNCF – EOLE ...... 265 20.2. COMPANY’S STATUTORY STATEMENTS ...... 231 20.6.4. Arbitration proceedings with Morgan Sindall in the United Kingdom ...... 265 20.2.1. Company’s annual statutory statements for the financial year ended December 31, 2015 ...... 231 20.6.5. Dispute relating to the Cancéropole in Toulouse ...... 266 20.2.2. Auditors’ report on the Company’s annual statutory 20.6.6. Investigation in the context of bid tenders launched financial statements for the financial year ended in the public lighting sector in Ardèche ...... 267 December 31, 2015 ...... 260 20.6.7. Investigation in the context of a market in Finistère ...... 267

20.3. AUDITORS’ FEES ...... 262 20.7. SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION ...... 267 20.4. DATES OF THE MOST RECENT FINANCIAL INFORMATION ...... 263

20.5. DIVIDEND DISTRIBUTION POLICY ...... 264

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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.

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20.1. GROUP CONSOLIDATED FINANCIAL STATEMENTS

20.1.1. Consolidated financial statements for the year ended December 31, 2015

CONTENTS 1. CONSOLIDATED INCOME STATEMENT ...... 156 NOTE 12. EARNINGS PER SHARE ...... 187

2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME NOTE 13. DIVIDENDS ...... 188 ...... 157 3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION....158 NOTE 14. GOODWILL ...... 189 4. CONSOLIDATED CASH FLOW STATEMENT ...... 160 NOTE 15. INTANGIBLE ASSETS ...... 191

5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY .....161 NOTE 16. PROPERTY, PLANT AND EQUIPMENT ...... 194 6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 162 NOTE 17. EQUITY ...... 196 NOTE 1. GENERAL INFORMATION ...... 162 NOTE 18. PROVISIONS ...... 198 NOTE 2. BASIS OF PREPARATION ...... 162 NOTE 19. WORKING CAPITAL REQUIREMENT ...... 204 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ...... 163 NOTE 20. FINANCIAL ASSETS AND LIABILITIES ...... 206 NOTE 4. ADJUSTMENTS ON PREVIOUS PERIODS ...... 172 NOTE 21. FINANCIAL RISK MANAGEMENT ...... 214 NOTE 5. SIGNIFICANT EVENTS ...... 173 NOTE 22. NOTES TO THE CASH FLOW STATEMENT ...... 218 NOTE 6. ACQUISITIONS AND DISPOSALS ...... 174 NOTE 23. RELATED PARTY TRANSACTIONS ...... 219 NOTE 7. SEGMENT INFORMATION ...... 177 NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE NOTE 8. OTHER OPERATING INCOME AND EXPENSES ...... 180 SHEET COMMITMENTS ...... 221

NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME NOTE 25. STATUTORY AUDITORS’ FEES ...... 222 AND EXPENSES ...... 182 NOTE 26. SUBSEQUENT EVENTS ...... 222 NOTE 10. INCOME TAX ...... 182 NOTE 27. SCOPE OF CONSOLIDATION ...... 223 NOTE 11. DISCONTINUED OPERATIONS ...... 186

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1. Consolidated income statement

In thousands of euros Notes 2015 2014 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 314,966 287,047 Other operating income (expense) 8 (47,471) (36,187) Operating income 267,495 250,860 Net income (loss) from companies accounted for under the equity 379 437 method Operating income including companies accounted for under the equity 267,874 251,297 method 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) 0.50 - * Comparative data for 2014 have been restated, See Note 4.

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2. Consolidated statement of comprehensive income

In thousands of euros 2015 2014 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 4.

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3. Consolidated statement of financial position

Notes Dec. 31, 2015 Dec. 31, 2014 In thousands of euros Restated* Non-current assets Intangible assets 15 791,992 813,131 Goodwill 14 2,148,937 2,123,153 Property, plant and equipment 16 110,094 108,311 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 10 244,613 229,365 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 19 227,056 304,540 Other current financial assets 8,540 7,968 Cash management financial assets 20 245,777 249,229 Cash and cash equivalents 20 358,013 260,903 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 4.

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Notes Dec. 31, 2015 Dec. 31, 2014 In thousands of euros Restated* Equity Share capital 17 72,416 39,634 Share premium 1,170,496 356,708 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 1,318,112 356,169 Non-controlling interests (1,277) 7,042 Total equity 1,316,835 363,211 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 18 272,353 259,378 Other non-current liabilities 8,110 4,196 Deferred tax liabilities 10 310,375 305,607 Total non-current liabilities 1,785,695 1,870,171 Current liabilities Trade payables 19 901,535 925,041 Interest-bearing loans and borrowings (current portion) 20 395,734 1,182,236 Current provisions 18 98,788 117,604 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 4.

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4. Consolidated cash flow statement

In thousands of euros Notes 2015 2014 Restated* CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 493,598 385,336 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 74,967 165,432 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 260,992 290,480 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 400 350 Net cash flow from (used in) operating activities 272,869 293,348 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 161 887 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 58,201 108,262 CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 22 551,799 493,598 * 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 9.

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5. Consolidated statement of changes in equity

Number of Share Additional Retained Foreign Cash flow Other Equity Non- Total outstanding capital paid-in earnings currency hedge and OCI attributable controlling equity shares capital translation reserves to owners interests In thousands of euros, except reserves of the for the number of shares parent At December 31, 2013 39,634,070 39,634 356,708 41,766 (339) (11,167) (15,124) 411,477 8,065 419,542 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 (1,483) - - (1,483) 1 (1,482) consolidation and other Other movements ---- At December 31, 2014 39,634,070 39,634 356,708 21,923 285 (9,745) (52,637) 356,169 7,042 363,211 Restated(1) Net income 45,281 - - 45,281 (6,977) 38,304 Other comprehensive income (OCI) 228 9,660 (2,487) 7,400 293 7,693 Total comprehensive income - - 45,281 228 9,660 (2,487) 52,681 (6,684) 45,997 Distribution of dividends - - - (278) (278) Share issue ---- • Issuing of primary shares 42,424,242 19,673 665,152 684,825 - 684,825 • Capitalization of the 10,672,387 4,949 171,146 176,095 - 176,095 shareholder loan • 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 38,853,201 -- ordinary shares • Other scope impacts (204) 17 (187) (1,356) (1,543) Other movements --- AT DECEMBER 31, 2015 154,076,156 72,416 1,170,496 129,879 530 (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.

Notes to the consolidated statement of changes in equity

See Note 17.

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6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1. General information

The SPIE Group, operating under the brand name SPIE, is the Its main shareholder is Clayax Acquisition Luxembourg 5 independent European leader in electrical and mechanical SCA, a partnership limited by shares (société en commandite engineering and HVAC services, energy and communication par actions) incorporated under Luxembourg law. As at systems. December 31, 2015, it owned 63,774,470 SPIE SA shares, representing 41.4% of the capital and voting rights. SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France), listed on the Euronext Paris regulated The SPIE Group consolidated financial statements were autho- market since June 10, 2015. rized for issue by the Board of Directors on March 10, 2016.

ACCOUNTING POLICIES AND MEASUREMENT METHODS

Note 2. Basis of preparation

2.1. Statement of compliance 2.2. Accounting policies

In accordance with European regulation 1606/2002 dated The accounting policies applied in the preparation of the July 19, 2002 on international accounting standards, the Group’s consolidated financial statements are set out in consolidated financial statements of SPIE Group have been Note 3. These policies have been consistently applied to all prepared in accordance with International Financial Reporting the years presented. Standards (IFRS) as adopted by the European Union at December 31, 2015. New standards and interpretations applicable The accounting principles used to prepare the consolidated from January 1, 2015 financial statements result from the application of: • IFRIC 21 “Levies”. The impacts caused by the retrospective application of this standard are described in Note 4.2. • all the standards and interpretations published by the IASB and adopted by the European Union, the application Published new standards and interpretations of which is mandatory at December 31, 2015; for which application is not mandatory as of • standards that the Group has early-adopted; January 1, 2015 • accounting positions adopted in the absence of specific Standards, interpretations and amendments already published guidance in IFRS. by the International Accounting Standards Board (IASB) which International Financial Reporting Standards include are not yet endorsed by the European Union are as follows: International Accounting Standards (IAS) and interpretations issued by the Standards Interpretations Committee • IFRS 9 “Financial instruments”; (SIC) and the International Financial Reporting Standards • IFRS 15 “Revenue from contracts with customers”; Interpretations Committee (IFRS-IC).

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• Amendments to IAS 16 and IAS 38 “Clarification of accep- and assumptions used to estimate the value of assets and table methods of depreciation and amortization”; liabilities at the date of the statement of financial position as • Amendments to IFRS 10 and IAS 28 “Sale or contribution well as income and expenses for the period. Actual results of assets between an investor and its Associate or Joint could be different from those estimates. Venture”; The main sources of uncertainty relating to critical judgment • Amendment to IAS 1 “Presentation of financial statement and estimates concern the impairment of goodwill, employee – Disclosure initiative”. benefits, the recognition of revenue and profit margin on The Group is currently assessing the impact and practical long-term service agreements, provisions for contingencies implications resulting from the application of the standards and expenses and the recognition of deferred tax assets. and interpretations published by the IASB, but whose appli- Management continually reviews its estimates and assump- cation is not yet compulsory. tions 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 2.3. Critical judgment and estimates and assumptions may be amended in subsequent periods and require adjustments that may affect future revenue and The preparation of the consolidated financial statements in provisions. accordance with IFRS is based on management’s estimates

Note 3. Summary of significant accounting policies

IFRS 11, “Joint Arrangements”, sets out the accounting 3.1. Consolidation treatment to be applied when two or more parties have joint control of an investee. Joint control is established if decisions The Group’s consolidated financial statements include all relating to relevant activities require the shareholders’ subsidiaries and associates of SPIE SA. unanimous agreement.

The scope of consolidation comprises 162 companies; the A joint arrangement falls into one of two categories, generally percentages of interest are presented in the table in Note 27 dependent on the legal form of investee: of the present document. • joint ventures: parties that have joint control of the arran- The main amendments to the scope of consolidation that took gement have rights to its net assets, and are consolidated place during the year are presented in Note 6. using the equity method; or • joint operations: parties that have joint control of the Consolidation methods arrangement have direct rights to the assets and direct According to IFRS 10, “Consolidated Financial Statements”, obligations for the liabilities of the arrangement, the joint entities controlled directly or indirectly by the Group are operator recognizing its share of the assets, liabilities, consolidated under the full consolidation method. Control is revenue and expenses of the joint operation. established if the Group has all the following conditions: Most of the joint arrangements relating to public works are • substantive rights enabling it to direct the activities that through joint-venture companies (société en participation – significantly affect the investee’s returns; SEP) that, given their characteristics, fall into the category of • exposure to variable returns from its involvement with the joint operations. investee; and As required by IAS 28 (revised), entities over which SPIE • the ability to use its power over the investee to affect the exercises significant influence are consolidated using the amount of the variable returns. equity method. For each company held directly or indirectly, it was assessed The results of enterprises acquired or sold during the year are whether or not the Group controls the investee in light of all included in the consolidated financial statements, as from the relevant facts and circumstances. date of acquisition in the first case or until the date of disposal in the second.

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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:

2015 2014 Closing Rate Average Rate Closing Rate Average Rate Euros – EUR 1 1 1 1 US Dollar – USD 1.0983 1.1222 1.2450 1.3342 Swiss Franc – CHF 1.0771 1.0736 1.2010 1.2147 Great-Britain Pound – GBP 0.7260 0.7319 0.7925 0.8111 CFA Franc – CFA 655.9570 655.9570 655.9570 655.9570

assets transferred and the liabilities incurred by the acquirer 3.2. Segment reporting at the acquisition date and the equity interests issued by the acquirer. The consideration transferred includes contingent Operating segments are reported consistently with the internal consideration, measured and recognized at fair value, at the reporting provided to the Group’s Management. acquisition date.

The Group’s Chairman and Chief Executive Officer regularly In addition: examine segments’ operating income to assess their performance and to make resources allocation decisions. He has • Non-controlling interests in the acquired company may be therefore been identified as the chief operating decision maker valued at either the share in the acquired company’s net of the Group. identifiable assets or at fair value. This option is applied on a case-by-case basis for each acquisition. The Group’s activity is divided into four Operating Segments for analysis and decision-making purposes. The segments are • Acquisition-related costs are recognized as expenses of the characterized by a standardized economic model, especially in period. These expenses are recognized as “Other operating terms of products and offered services, operational organiza- income and expenses” of the income statement. tion, customer typology, key success factors and performance Goodwill evaluation criteria. Goodwill represents the difference between: The Operating Segments are the following: (i) the acquisition price of the shares of the acquired • France; company plus any contingent price adjustments; and • Germany and Central Europe; (ii) the Group’s share in the fair value of their identifiable net • North Western Europe; assets on the date of the control being taken. • Oil & Gas and Nuclear. The fair value of assets and liabilities acquired may be adjusted Quantitative information is presented in Note 7. 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 3.3. Business combinations and goodwill result in adjustments to the goodwill determined on a provisional basis. Price adjustments are measured at fair value at The Group applies the “acquisition method” to account for acquisition date, with a counterpart through equity, at each business combinations, as defined in IFRS 3R. The acqui- closing date. After the end of the one-year allocation period, sition price, also called “consideration transferred”, for the any further change in this fair value is recognized in income. acquisition of a subsidiary is the sum of fair values of the

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Post-acquisition 3.4. Revenue recognition Further acquisitions or transfers of non-controlling interests, without any change in control, are considered as transactions The Group recognizes services contract income and expenses with the Group’s shareholders. According to this approach, the using the percentage of completion method at the end of each difference between the price paid to increase the percentage monthly reporting period. of interest in entities already controlled and the additional proportionate equity interest thus acquired is accounted for The stage of completion is measured with reference to the in the Group’s equity. progress in terms of costs incurred. In the case of maintenance contracts, the progress is measured in terms of Similarly, a reduction in the Group’s percentage of interest in invoicing performed. The measurement of the percentage-of- an entity that remains controlled by the Group is accounted for completion method relies on the contracts follow-up and the as an equity transaction with no impact in income. consideration of hazards assessed based on acquired expe- For share transfers with a further loss of control, the change rience, in order to value the best estimate of future benefits in fair value, calculated based on the entire interest at the and obligations expected for these contracts. transaction date, is recognized in gains or losses on disposal No profit margin is recorded if the level of completion is insuf- of consolidated investments. The remaining equity interest ficient to provide a reliable outcome at the end of the contract. retained, where applicable, is then accounted for at fair value at the date of the loss of control. In the event that the expected outcome at completion of the project is a loss, a provision for loss on completion is recorded For business combination achieved in stages, non-controlling irrespective of the stage of completion of the project. This interest previously held in the acquiree is remeasured at fair provision is based on the best estimate of the outcome at value at its acquisition-date. Any resulting profit and loss is completion of the project, measured in a reasonable manner. recognized in income. Provisions for losses on completion are presented as a liability in the statement of financial position. Treatment of outstanding representations and warranties Revenue relating to Public-Private Partnership In the context of its business combinations, the Group usually (PPP) contracts obtains representations and warranties from the sellers. Annual revenue under PPP contracts is determined based Regarding business combinations, the outstanding represen- on the fair value of the services rendered in the financial tations and warranties that can be valued individually result year measured by applying the estimated margin rates of in the recognition of an indemnification asset in the accounts construction (initial and renewal), servicing and maintenance of the acquirer. Subsequent changes to these representations respectively to building costs (initial and renewal) and servicing and warranties are recorded symmetrically with the liability and maintenance costs. recorded for the indemnified items. Representations and warranties that are not separately identifiable (general guarantees) are recognized when they become exercisable, 3.5. Other operating income through the income statement. and expenses

The outstanding representations and warranties are recorded To ensure better understanding of business performance, in “Other non-current assets”. the Group presents separately “recurring operating income” within operating income which excludes items that have little Impairment test of goodwill predictive value because of their nature, their frequency and / Goodwill is not amortized. Goodwill is tested for impairment or their relative importance. These items, recorded in “other at least once a year and whenever there is an indication of operating income” and “other operating expenses” especially impairment. For this test, goodwill is allocated to Cash include: Generating Units (CGU) or groups of CGUs corresponding to • Gains and losses on disposals of assets or operations; homogeneous groups which together generate identifiable cash flows (see Note 3.10). • Expenses resulting from restructuring plans or operations disposal plans approved by the Group management; • Expenses relating to non-recurring impairment of assets;

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• Expenses of acquiring and integrating companies acquired The asset is amortized over its useful life for the Group, the by the Group; debt is amortized over the finance lease period, and eventually • Any other separately identifiable income/expense, which is deferred taxes are recognized. of an unusual and material nature.

3.8. Intangible assets 3.6. Assets held for sale and discontinued operations Intangible assets (mainly brands, customer relationships and order books) acquired separately or in the context of business Whenever discontinued operations (disposed or sold) or combinations are initially measured at their fair value in the operations classified as held for sale are: statement of financial position. The value of intangible assets is subject to regular monitoring in order to ensure that no • either a separate major line of business or geographical impairment should be accounted for. area of operations that is material for the Group or that forms part of a single coordinated plan to dispose of a Brands and customer related assets separate major line of business or geographical area of operations; The value of customer relationships is measured taking into account a renewal rate of contracts and amortized over the • or a subsidiary acquired exclusively with a view to resale. renewal period. They are shown in a separate line in the consolidated financial statements at the reporting date. The amortization period of the backlog is defined on a case-by- case basis for each acquisition, after a detailed review. When initially classified as held for sale, non-current assets and disposal groups are recorded at the lower of their carrying Brands acquired are amortized over the estimated duration of amount and fair value less costs to sell. use of the brand, depending on the Group’s brand integration strategy. By exception, SPIE brand has an indefinite useful life Details of discontinued operations or operations held for sale and therefore is not amortized. are set out in Note 11. Internally generated intangible assets 3.7. Lease contracts Research costs are recognized in the income statement as expenses of the period.

Operating leases Development costs are recognized as intangible assets when the following criteria are fulfilled: Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group • the Group’s intention and financial and technical capacity are qualified as “operating lease”. These leases give rise to to complete the development project; payments recorded as charges in the income statement during • the probability that the Group will enjoy future economic all lease duration. benefits attributable to development expenditure; • the reliable measure of the cost of this asset. Finance leases Capitalized expenditure includes personnel costs and the cost Leases contracts under which the Group assumes substan- of materials and services used that are directly allocated to tially all the risks and rewards inherent to the ownership are the given projects. Capitalized expenditure is amortized over qualified as “finance leases”. They are capitalized at the lower the estimated useful life of the relevant processes, once they of the fair value of the asset leased and the discounted value have been put into use. of the minimum rentals due at the beginning of the leasing contract. The corresponding debt is recognized in liabilities. Other intangible assets Payments received under the lease contract are broken down Other intangible assets are recognized at cost, net of accumu- between the financial expense and the amortization of debt lated amortization and impairment losses, if any. They relate so as to obtain a constant periodic interest rate over the mainly to software and are amortized over a period of three remaining balance of the liability. The financial expenses are years on a straight-line basis. recognized directly in the income statement.

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The Cash Generating Units’ (CGU) future cash flows used in 3.9. Property, plant and equipment the calculation of value in use (note 14.2. “Impairment test for goodwill”) are derived from annual budget and multiannual Property, plant and equipment are recognized at cost, net of forecasts prepared by the Group. The construction of these accumulated depreciation and impairment losses, if any. forecasts is an exercise involving the various players within the Depreciation is calculated for each significant part of an item CGUs and the projections are validated by the Group’s Chief of property, plant and equipment using either the straight- Executive Officer. This process requires the use of critical line method or any other method that best represents the judgment and estimates, especially in the determination of economic use of the components over their estimated useful market trends, material costs and pricing policies. Therefore, life. The estimated residual values at the end of the deprecia- the actual future cash flows may differ from the estimates tion period are zero. used in the calculation of value in use.

The main average useful lives applied are as follows: Quantitative information is provided in Note 14.

• Buildings 20 to 30 years; • Site machinery and equipment 4 to 15 years; 3.11. Financial assets • Fixed machinery and equipment 8 to 15 years; The Group classifies its financial assets within the following • Transport vehicles 4 to 10 years; categories: assets available for sale, assets measured at their • Office equipment – IT 3 to 10 years. fair value through equity and income, loans and receivables. Land is not depreciated. The breakdown of financial assets into current and non- The depreciation periods are reviewed annually and may be current assets is determined at the closing date based on their modified if the expectations are different from the previous maturity date being under or over one year. estimations. All regular way purchases/sales of financial assets are recorded at the transaction date. 3.10. Impairment of goodwill, property, Assets available for sale plant and equipment and intangible assets These assets represent the Group’s interests in the capital of non-consolidated entities. They are recorded in the statement The recoverable value of property, plant and equipment and of financial position at their fair value. Changes in value are intangible assets is tested whenever there is an indication of recognized in equity. However, if there is a significant or impairment; this is examined at each closing date. sustained decrease in the fair value of assets available for sale, the unrealized capital loss is reclassified from equity to With regard to goodwill and intangible assets with an indefinite net income or loss for the year. As far as equity instruments useful life (a category which in the case of the Group is limited are concerned, if, during a subsequent period, the fair value of to the SPIE brand), this impairment test must be conducted a security available for sale increases, the increase in value is as soon as there is any indication of impairment and at least again recorded in equity. annually. When these financial assets are derecognized, the accu- Goodwill does not generate any cash inflows on its own and mulated gains and losses previously recorded in equity are is therefore allocated to the corresponding Cash Generating reclassified to income for the period. Units (CGU) (see Note 14).

The recoverable value of these units is the higher of the value Loans and receivables in use, determined on the basis of discounted future net cash These include receivables related to investments, “1% flow projections, and the fair value less costs to sell. If this building” loans and other loans and receivables. These loans value is lower than the net carrying amount of these units, and receivables are initially recorded at their fair value plus an impairment loss is recorded for the difference, which is directly attributable transaction costs. On subsequent closing allocated in priority to goodwill. dates, they are accounted for at the amortized cost calculated using the effective rate of return. The value on the face of the Contrary to potential impairment losses on depreciable statement of financial position includes the outstanding capital property, plant and equipment and amortizable intangible and the unamortized share of transaction costs directly attri- assets, those allocated to goodwill are definitive and cannot butable to the acquisition. An impairment test is carried out be reversed in subsequent financial years. whenever there is an indication of impairment. An impairment

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loss is recorded if the carrying amount of an asset is greater The financed amount of the transaction is defined as equal to than its recoverable value. Impairment losses are recognized the amount of transferred receivables eligible for the secu- in the income statement. ritization program less, by way of security, the subordinate deposit amount and the additional senior deposit amount The recoverable value of loans and receivables is equal to applied by the “SPIE Titrisation” Mutual Fund. the value of estimated future cash flows, discounted at the financial assets’ original effective interest rate (in other words, In the consolidated accounts, the securitized receivables have at the effective interest rate calculated at the date of initial been kept as assets in the statement of financial position, the recognition). security deposits paid into the funds have been cancelled and in return the value of financing obtained has been recorded Receivables with a short maturity date are not discounted. in borrowings. Previously recognized impairment losses may be reversed in Moreover, SPIE GmbH – entity created during the business the income statement in the event of an improvement in the combination carried out in Germany in September 2013 recoverable value of loans and receivables. – signed in December 2013 a non-recourse securitization program of discount on notes receivable for an unlimited Receivables relating to Public-Private duration. The financed amount is of €46,298 thousands as of Partnership (PPP) contracts December 31, 2015. The assigned receivables are no longer The Group, as a private operator, has signed Public-Private recognized as assets in the consolidated financial statements. Partnership contracts. This type of contract is one of a number of public-private contract schemes being used in France. “1% Building Loans” The “PPP” Contracts are accounted for in accordance with In France, employers standing in an industrial or commercial IFRIC 12 “Concessions”, when they meet the three following activity and hiring at least 20 employees must invest in housing conditions: construction for their employees at least 0.45% of the total payroll. This investment can be realized either directly or by • first, the public authority determines the nature of the a contribution to the “Comité Interprofessionnel du Logement” services that the private operator is required to provide, (Inter-Professional Housing Committee) or to a Chamber of by means of the infrastructure as well as who is likely to Commerce and Industry. benefit from these services; The contribution can be booked as granted loan in the assets • second, the contract stipulates that at the end of the of the statement of financial position, or as a grant recognized contract, the infrastructure retains a significant residual as an expense in the income statement. value which is returned back to the public authority; • finally, the contract provides for the construction of the “1% building loans” do not bear interest and are granted for infrastructure to be made by the private operator. a period of 20 years. In exchange for the construction services provided, the Group “1% building loans” are loans granted to employee at low is granted rights to receive a financial asset and therefore a interest rate. In accordance with IAS 39, these loans are receivable is recognized. discounted at their initial recognition date and the difference between the nominal value of the loan and its discounted value Receivables are measured, for each signed contract, using the is recorded as an expense which is granted representing an amortized cost method at an effective interest rate correspon- economic benefit granted to employees. ding to the project’s internal rate of return. Subsequently, the loans are accounted for using the amortized In subsequent periods, the financial asset is amortized and cost method which consists in reconstituting the redemption interest income is recognized using the effective interest rate. value of the loan, at the end of the 20 year period, by recognizing interest income over the period. Receivables securitization program In the course of its operations, some entities of the Group have Assets at fair value through income statement developed a securitization program for its trade receivables This valuation method is applied to financial assets held by which will end in June 11, 2020. the Group for the purpose of generating a short-term disposal Under this securitization program, participating companies gain. These assets are measured at their fair value and any can transfer full ownership of their trade receivables to the changes in fair value are recognized in the income statement. “SPIE Titrisation” Mutual Fund in order to obtain funding These financial instruments are classified as current assets amounting up to a maximum of €300 million. The securitiza- under cash equivalents and notably include marketable tion utilization amounts to €300 million, with the possibility to securities. increase the amount to €450 million.

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recorded in the income statement alongside the changes in the 3.12. Financial liabilities fair value of the hedged item attributable to the identified risk.

The breakdown of financial liabilities into current and non- current liabilities is determined at the closing date by their maturity date. Thus, financial liabilities maturing less than one 3.14. Inventories year are recognized in current liabilities. Inventories, which are essentially made up on-site supplies, Financial liabilities consist of accounts payable, medium and are measured at the lower of the cost or net realizable value long-term loans and derivative financial instruments. according to the “first in – first out” method.

At the date of their initial recognition, medium and long-term The inventories are impaired, where applicable, in order to loans are measured at their fair value less directly attributable reflect their probable net realizable value. 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 3.15. Cash and cash equivalents costs and any discount or redemption premiums directly linked to the financial liability. The difference between the amortized In the consolidated statement of financial position, cash cost and the redemption value is reversed through the income and cash equivalents includes liquid assets in current bank statement using the effective interest rate method over the accounts, shares in money market funds and negotiable term of the loans. debt securities which can be mobilized or transferred in the very short term with a known cash value and do not have a When accounts payable have maturity dates of less than one significant risk in terms of changes in value. All components year, their nominal value may be considered to be close to are measured at their fair value. their amortized cost. In the consolidated cash flow statement, cash and cash equivalents of the operations held for sale are added to and 3.13. Derivative financial instruments bank overdrafts are deducted from cash and cash equivalents presented in the statement of financial position. 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. 3.16. Income taxes

Derivative instruments are recorded in the statement of The Group calculates income taxes in accordance with prevai- financial position as current or non-current financial assets ling tax legislation in the countries where income is taxable. and liabilities depending on their maturity dates and accounting designation. They are measured initially at their fair value Current taxes on the transaction date and re-measured accordingly at each reporting date. The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date In the case of cash flow hedging, the hedging instrument is in the countries where the Group’s subsidiaries and associates recorded in the statement of financial position at its fair value. operate and generate taxable income. The effective portion of the unrealized gain or loss on the derivative financial instrument is immediately recognized in equity Deferred taxes and the ineffective portion of the gain or loss is immediately recognized in the income statement. The amounts recorded Deferred taxes are recorded on temporary differences between in equity are reversed in the income statement in accordance the carrying amount of assets and liabilities and their tax with the accounting policy applied to hedged items. If the bases as well as on tax losses according to the liability method. Group no longer expects the hedged transaction to occur, the Deferred tax assets are recognized only when it is probable accumulated unrealized gain or loss, which was recorded in that they will be recovered. In particular, deferred tax assets equity (for the effective portion), is immediately recognized in are recognized on tax loss carry-forwards of the Group, to the the income statement. extent that it is probable that they can be utilized against future tax profits in the foreseeable future. Deferred taxes are not In the case of fair value hedging, the hedging instrument discounted. is recorded in the statement of financial position at its fair value. Changes in the fair value of the hedging instrument are

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Management’s judgment is required to determine the extent to contracts, internal and external lawyers and independent which deferred tax assets can be recognized. Future sources of experts whenever necessary. taxable income and the effects of the Group’s global income tax Quantitative information is set out in Note 18.2. 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, Contingent liabilities current and future operating performance deriving from the Contingent liabilities are potential obligations stemming from existing contracts in the order book, the budget and multian- past events which existence will only be confirmed by the nual forecasts, and the length of carry back, carry forwards occurrence of uncertain future events which are not within and expiration dates of net operating loss carry forwards, over the control of the entity, or current obligations for which an a five year horizon. outflow of resources is unlikely. Apart from those resulting from a business combination, they are not recorded in the The expected reversal of tax losses is based on the forecast of accounts but are disclosed, when appropriate, in the notes to future results previsions validated by local management and the financial statements. reviewed by the Group’s Accounting and Tax Department.

Undistributed earnings 3.18. Employee benefits The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group and the Group Employee benefits deal with retirement indemnities (including does not foresee the distribution of earnings in the near future. defined contribution plans and defined benefit plans), pension liabilities and other long-term benefits, mainly length-of- With regard to the Group’s French subsidiaries, the distribution service awards. of earnings is tax exempt for the subsidiaries in which the Company owns 95% or more of the outstanding shares (i.e. Defined contribution plans refer to post-employment benefits the majority of those). under which the Group pays defined contributions to various employee funds. Contributions are paid in exchange for the Therefore, no deferred tax liability is recognized for undistri- services rendered by employees during the financial year. buted earnings from French and foreign subsidiaries. They are expensed as incurred and the Group has no legal or constructive obligation to pay additional contributions in the event of insufficient assets. 3.17. Provisions Defined benefit plans refer to post-employment benefit plans The Group identifies and analyses on a regular basis legal other than defined contribution plans. These plans constitute claims, faults and warranties, onerous contracts and other a future obligation for the Group for which a commitment is commitments. A provision is recorded when, at the closing calculated. A provision is calculated by estimating the value of date, the Group has an obligation towards a third party arising benefits accumulated by employees in exchange for services from a past event, the settlement of which is likely to require rendered during the financial year and in previous financial an outflow of resources embodying economic benefits. years. Provisions are recognized on the basis of the best estimate Within the Group, post-employment benefits and other of the expenditure required to settle the obligation at the long-term benefits correspond to defined benefit plans. reporting date. These estimates take into account information available and different possible outcomes. Post-employment beneﬁts An estimation of the amount shown under provisions corres- Post-employment benefits mainly correspond to retirement ponds to the outflow of resources that the Group will probably indemnities applicable in France and to internally held pension have to bear in order to settle its obligation. plans in force in other European countries. In the case of restructuring, an obligation is recorded once the The Group’s plans are defined contribution plans and defined restructuring process has been announced and a detailed plan benefit plans which generally require, in addition to the part prepared or once the entity has started to implement the plan, financed by the Company, a contribution from each employee prior to the reporting date. defined as a percentage of his or her compensation. Provisions are discounted when the effect is material. The valuation of these benefits is carried out annually by independent actuaries. The actuarial method used is the Projected Provisions Unit Credit Method. Depending on the nature of the risk, estimates of the probable expenditure are made with operational staff in charge of the

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Assumptions mainly include the discount rate, the long-term The value recorded in the statement of financial position for salary increase rate and the expected rate of the retirement employee benefits and other long-term benefits corresponds age. Statistical information is mainly related to demographic to the difference between the discounted value of future assumptions such as fatality, employee turnover and disability. obligations and the fair value of plan assets intended to cover them. The obligation corresponding to the net commitment Since January 1, 2013, the Group applies the dispositions thus established is recorded as a liability. of IAS 19 amended “Employee Benefits”, which introduces several modifications on the accounting of post-employment The net financial cost of retirement indemnities, including benefits, including: the financial cost and the expected return on plan assets, is recognized under “Net financial expenses”. The operating • the recognition in the consolidated statement of financial expense is recorded in personnel expenses and includes the position of all post-employment benefits granted to cost of services provided during the year as well as the impacts employees of the Group. The “corridor” option and the of any plan changes, reductions or liquidations. possibility to amortize through the income statement the cost of past services over the average vesting period have Actuarial assumptions (economic and demographic) have been been cancelled; determined locally according to each concerned country.

• the undiscounted amount of the benefits expected to be Quantitative information is detailed in Note 18.1. paid in respect of service rendered by employees in an accounting period is recognized in that period through the Other long-term benefits income statement; Other long-term benefits essentially include length-of-service • the net interest on the net defined benefit liability or asset bonuses in the form of “length-of-service awards”. The has to be determined using the same discount rate as Group recognizes a liability in respect of awards acquired by of the defined benefit obligation, at the beginning of the employees as of December 31. This provision is calculated period; according to methods, assumptions and frequency that are • the remeasurements of the net defined benefit liability or identical to those used for provisions for retirement indemni- asset, comprising: actuarial gains and losses, return on ties described above. plan assets and some changes in the effect of the asset ceiling must be booked as Other Comprehensive Items Actuarial gains and losses arising from the valuation of length- (OCI). These impacts are presented in the consolidated of-service awards are recognized immediately in the income statement of comprehensive income. statement of the financial year of their occurrence. These plans are characterized as follows: Optional profit sharing agreement • In France, employee benefits correspond to retirement Sub-group optional profit sharing agreements were signed in indemnities established in accordance with collective 2013 within French entities and define the calculation formula bargaining agreements (estimated based on a percentage and terms for the profit sharing among beneficiaries. A liability of the last salary, according to the seniority and to the is accrued for in personal expenses in respect of the amount of applicable collective agreements). profit to be shared at year-end, payable the year after. • In Germany, employee benefits correspond to internally held pension plans, settled in the entities of the SPIE GmbH Legal profit sharing agreement sub-group. SPIE Operations and all subsidiaries whose registered office • In Switzerland, employee benefits correspond to inter- is in France, directly or indirectly owned by more than 50% nally held pension plans, settled in the Swiss companies and irrespective of the number of employees, have entered Connectis and Softix, acquired in 2014. into a Group legal profit sharing agreement dated June 6, • In the United Kingdom, pension plans are financed through 2005 in accordance with Articles L. 442-1 et seq. of the French independent pension funds and as such, do not lead to any Employment Code (Code du travail). post-employment obligation recognition.

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Note 4. Adjustments on previous periods

› a decrease of the “Equity attributable to owners of 4.1. Pension adjustments made on the parent” by €(2,755) thousand, which changes the 2014 accounts on Swiss entities position of the related account from €355,777 thousand of the Group as published in the December 31, 2014 financial statements to €353,022 thousand in the December 31, The Swiss Federal Law on Occupational Retirement, Survivors’ 2014 restated financial statements (before impact of and Disability Pension Plans requires all Swiss employers to IFRIC 21); operate occupational pension plans with certain minimum - In assets: standards. These standards are fixed by the government and based on a defined contribution (DC) plan, by which contribu- › an increase of the “deferred tax assets” account by tions paid by the employer and the employee are accumulated €855 thousand, which changes the position of the in an old-age savings account with a nominal interest rate. related accounts from €230,163 thousand as published The saving accounts are administered by occupational benefit in the December 31, 2014 financial statements to institutions (e.g. pension funds) associated with the employer. €231,018 thousand in the December 31, 2014 restated At retirement, accumulated savings are converted into a financial statements(before impact of IFRIC 21). pension using a conversion rate. By law, the occupational • On the consolidated income statement as at December 31, benefit institutions must ensure that they can meet their 2014: obligations at all times. As the minimum legal requirements - The “Net Income” decreased for €4 thousand, of which result in an inherent risk of underfunding and in a potential a €36 thousand increase in the “Recurring operating risk that the employer has to pay additional contributions to income”, a €36 thousand decrease in the “Other financial the institution in order to eliminate potential shortfalls, the income and expenses” and an increase of “Income tax occupational pension plans generally have to be accounted for expenses” of €4 thousand. as defined benefit (DB) schemes under IAS 19.

Pensions schemes operated in Switzerland by SPIE Group’s entities are administered by insurance companies providing 4.2. IFRIC 21 – Levies fully insured solutions which minimize the risk that SPIE’s Since January 1, 2015, the Group applies IFRIC 21 “Levies” Swiss entities have to pay additional contributions related to which provides guidance on the recognition of liabilities to pay already accrued benefits. levies imposed by governments, other than income taxes. The Consequently, four entities in Switzerland did not recognize till consequence of the application of this policy has led the Group now the liabilities regarding related contributions linked to the to correct its opening net equity regarding taxes under the implementation of IAS 19. application field of this standard. On January 1, 2014, this net impact in the equity was an increase of €3,147 thousand. The The involved Swiss entities are the following: SPIE Suisse impact on the Income Statement is not significant. (created in 2008), Electrotech (acquired in 2002), Hamard (acquired in 2008), Fanac & Robas (acquired in 2010). The financial statements of December 31, 2014 presented in comparison to December 31, 2015 are restated in accordance This situation has been incorporated into the financial to the present Note 4, as well as IFRS 5 restatement in the accounts of the Group on January 1, 2015. Consolidated Income Statement (see Note 11). The impacts of these adjustments on the consolidated financial statements as at December 31, 2014 are the followings: 4.3. Non-recurring costs related • On the consolidated statement of financial position as at December 31, 2014: to the refinancing - In liabilities: Cost of net financial debt was affected in 2014 and in 2015 by › an increase of the “other employee benefits” account non-recurring items related to the refinancing at IPO. These by €3,610 thousand, which changes the position of the corresponding costs have been reallocated to “other financial related account from €255,768 thousand as published income and expenses” into the consolidated income statement in the December 31, 2014 financial statements to (see Note 9). €259,378 thousand in the December 31, 2014 restated financial statements,

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SIGNIFICANT EVENTS OF THE PERIOD

Note 5. Significant events

• 20,179,930 existing shares sold out by the shareholders 5.1. Financial debt refinancing process Clayax Acquisition Luxembourg 1 S.à.r.l, the Managers of as of January 13, 2015 the SPIE Group and the employees through the “FCPE SPIE Actionnariat 2011”. On December 3, 2014, SPIE’s Board of Directors adopted a SPIE’s market capitalization amounted to around €2.5 billion set of measures to refinance the Group’s financial debt. These based on an offering price of €16.50 per share. measures were implemented on January 13, 2015 as follows: The following operations occurred on the settlement date, • the drawdown of the complementary credit line “Facility E” June 11, 2015: for a nominal amount of €625 million;

nd • the issuance of “2 Lien Bond” for a nominal amount of a) Post-IPO legal reorganization of the Group €185.6 million; Until June 11, 2015, the management companies, SPIE 20 RA • the early repayment of the Loan granted by Clayax SAS, SPIE 20 PP SAS, SPIE 350 PP SCA and SPIE 350 RA SCA, Acquisition Luxembourg 5 (main shareholder of SPIE SA) held the shareholdings of the managers and executives of the has been made for an amount of €430.5 million, of principal Group. Shortly before settlement, these four management and accrued interests. companies were merged into SPIE SA. Their assets and liabilities were consolidated into SPIE SA in return for a number 5.2. Initial Public Offering (IPO) of SPIE SA ordinary shares calculated using an exchange ratio based on each of the management company’s shares and as of June 10, 2015 those of SPIE SA valued at the initial offering price.

In the context of the Initial Public Offering of SPIE SA on the Furthermore, in order to simplify the Group’s organization, Euronext Paris regulated market, the French financial markets the holding companies, Clayax Acquisition 3 SAS and Clayax authority (Autorité des marchés financiers – AMF) affixed visa Acquisition 4 SAS, direct and indirect subsidiaries of SPIE SA, No. 15-241 dated May 29, 2015 on the available prospectus, respectively, were also merged into SPIE SA following the which consists of: Group’s IPO, with retroactive effect from January 1, 2015. • the “document de base” registered on May 19, 2015 under number I.15-038; b) Refinancing • the update of the “document de base” filed to the AMF on As part of the Initial Public Offering, SPIE Group repaid all May 29, 2015 under number D.15-0408-A01; of its financing debts on June 11, 2015 and drawdown a new Senior Term Loan (“Facility A”) signed on May 15, 2015, for a • the securities note along with the summary of the pros- nominal amount of €1,125 million, as well as a drawdown of pectus included in the securities note endorsed by the AMF €170 million on a “Revolving Credit Facility” of €400 million on May 29, 2015. (see Note 20.3). The Company was listed on the Euronext Paris regulated market on June 10, 2015.

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);

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As at December 10, 2015, SPIE’s public float amounts to 36.7% 5.3. Employees shareholders plan of its share capital (See Note 17.2). “Share for You 2015”

On October 1, 2015, a process of share capital increase had 5.4. External growth been launched, via the issuance of new shares reserved for current and former employees and eligible corporate officers The Group acquired eight entities, representing in 2015 around who are members of a “plan d’épargne d’entreprise” (FCPE €184 million annual turnover, of which five bought deals during “SPIE Actionnariat 2015” as a French company savings plan) fiscal year 2015 (see Note 6) and three entities were acquired of the Company and of French and foreign companies. upon suspensive conditions and the purchase agreement The subscription rate reached 97% of the maximum authorized was completed in January 2016 (see Note 26.1). The most amount of €55 million. significant acquisitions are located in the Netherlands and in United Kingdom. Settlement-delivery of the shares took place on December 10, 2015. (See Note 17.4)

Note 6. Acquisitions and disposals

Changes in scope of consolidation include: ventilation for a global amount €1.21 million. In 2014, Thermat, which employs 14 people, achieved sales revenues amounting • Companies acquired during the period; approximately to €2.2 million. • Companies acquired during previous periods, which do not have the operational resources necessary to prepare SPIE Sud-Est also acquired on December 22, 2015 a French financial statements in line with Group standards within company Entreprise Villanova for a global amount of the time allocated. These companies are included in the €1.17 million. Specialized in high and low voltage electrical Group’s scope of consolidation once the financial informa- installations, it operates in the sector of the new collective tion is available; housing. Entreprise Villanova, which employs 20 people, achieved sales revenues amounting approximately to • Newly created entities. €2.1 million in 2014.

These two companies will be consolidated as from January 1, 6.1. Newly acquired non-consolidated 2016. companies

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 Date of Consolidation % of % of inclusion inclusion Method interest control New entities / activities of the Group SPIE Oil & Gas Services Limited United Kingdom Creation 2015/02/20 F.C. 100 100 SPIE Services Nigeria Limited Nigeria Creation 2010/12/15 F.C. 100 100 Numac (activity) Netherlands Acquisition 2015/05/01 F.C. 100 100 Cromm Und Co. GmbH Germany Acquisition 2015/10/16 F.C. 100 100 Leven Energy Services Limited United Kingdom Acquisition 2015/07/22 F.C. 100 100 * F.C.: Full Consolidation.

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On February 20, 2015, the Group created the company SPIE Oil and Gas Services Limited in the United Kingdom. This entity 6.3. Disposed companies has been consolidated in the financial statements of June 30, 2015. During 2015, the Group sold or disposed several entities which did not represent any strategic interest for itself. The SPIE Services Nigeria Limited has been first time consolidated operations are the following: on the second half year 2015. This entity had no activity since its creation on December 15, 2010. • on January 29, 2015, the Group sold GB Analyse Industrielle, a French company with total revenue of Companies acquired and consolidated during the period 2015 €0.4 million in 2014; are as follows: • on June 17, 2015, the Group sold Stadion Nürnberg • On May 1, 2015, the Group acquired the activities of the Betriebs GmbH, a German company which generated total Numac Group in the Netherlands for a global amount revenue of €5.7 million in 2014; of €7.3 million. Created in 1984, Numac is an industrial • on August 19, 2015, the Group sold SPIE Hellas SA located maintenance and technical services provider for the in Greece. As of 2014, SPIE Hellas accounts were restated industry. Through its four subsidiaries, the company offers under “IFRS 5 – Assets held for sale and discontinued a portfolio of services and solutions: multi- disciplinary operations”; maintenance, metal processing, equipment maintenance, • SPIE Oil & Gas Services Pty Ltd located in Australia was electrical installation and panels’ assembly, support dissolved and liquidated on September 27, 2015. This services for OEM. With more than 670 employees working company had no activity; from 16 locations in the Netherlands, the Numac Group generated a turnover of approximately €57 million in 2014. • on October 31, 2015, AZD Oil & Gas Services Muscat LLC located in Oman has been sold. This company had no Leven Energy Services Limited • On July 22, 2015, has activity; been acquired in United Kingdom for a global amount of £18.3 million (i.e. €26.4 million). With sales of approxima- • on November 13, 2015, the Group sold SPIE Hungaria KFT, tely £36.3 million (i.e. €53 million) in 2014, Leven Energy a Hungarian company which generated total revenue of Services Ltd, which employs 139 people, is an independent €3.6 million in 2014; utilities contractor providing a range of engineering and • Facility Management Bahrain WLL, as a SPIE GmbH’ utility services including mains replacement, underground subsidiary located in the Bahrein Kingdom, was dissolved cabling, and overhead line management. and liquidated on December 14, 2015. • 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.

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6.4. Impact of newly consolidated companies

The impact of the new consolidated companies in the Group’s financial statement is presented hereafter:

Cromm Leven Numac Total PPA Total after und Co Energy acquisitions Adjustments adjustments In thousands of euros GmbH Services Ltd 2015 (IFRS 3R) Intangible assets 1 12,501 1,996 14,498 (731) 13,767 Property, plant and equipment 3 4,705 953 5,661 - 5,661 Investments in companies accounted ------for under equity method Financial assets 2 - 5 7 - 7 Deferred tax assets - - 76 76 524 600 Other non-current assets ------Current assets 106 13,156 21,352 34,614 1 34,615 Cash and cash equivalents 126 2,526 823 3,475 - 3,475 Total assets acquired at fair value 238 32,888 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 465 26,362 7,311 34,138 - 34,138 RECOGNIZED GOODWILLS 287 10,379 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).

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SEGMENT INFORMATION

Note 7. Segment information

Summarized information intended for strategic analysis by general management of the Group for decision-making 7.1. Information by operating segment purposes (the concept of chief operating decision-maker in accordance with IFRS 8) is based on revenue (as per manage- Revenue (as per management accounts) represents the opera- ment accounts) and EBITA indicators broken down by operating tional activities conducted by the Group’s companies, while segment. 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).

France Germany North- Oil & Holdings Total and Central Western Gas and In millions of euros Europe Europe Nuclear 2015 Revenue (as per management accounts) 2,291.9 901.1 1,309.7 793.9 - 5,296.6 • EBITA 158.1 35.7 59.6 77.0 20.6 351.0 • EBITA as a % of revenue (as per management 6.9% 4.0% 4.6% 9.7% n/a 6.6% accounts) 2014 Restated* Revenue (as per management accounts) 2,389.0 787.4 1,187.8 836.2 - 5,200.4 • EBITA 161.3 27.7 53.4 75.6 17.4 335.4 • EBITA as a % of revenue (as per management 6.8% 3.5% 4.5% 9.0% n/a 6.4% accounts) * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale, see Note 11.

Reconciliation between revenue (as per management accounts) and revenue under IFRS

In millions of euros 2015 2014 Restated* Revenue (as per management accounts) 5,296.6 5,200.4 SONAID (a) 105.5 142.2 Holding activities (b) 30.9 25.1 Others (c) (1.1) 0.4 REVENUE UNDER IFRS 5,431.9 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.

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Reconciliation between EBITA and operating income

In millions of euros 2015 2014 Restated* EBITA 351.0 335.4 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 3.6 3.8 IPO / ESP (b) (29.6) (10.8) Others (1.4) (1.7) CONSOLIDATED OPERATING INCOME 267.9 251.3 * 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.

7.2. 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 2015 2014 Restated* Revenue (as per management accounts) 5,296.6 5,200.4 Pro-forma adjustments (12 months effect of acquisitions) 53.5 110.6 Pro-forma revenue (as per management accounts) 5,350.1 5,311.0 EBITA 351,0 335,4 Pro-forma adjustments (12 months effect of acquisitions) 0.8 4.3 EBITA pro-forma 351.8 339.7 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 11.

7.3. Non-current assets by activity

Non-current assets include intangible assets, property, plant and equipment, and goodwill allocated to Cash Generating Units.

France Germany North- Oil & Gas Holdings Total & CE Western – Nuclear In thousands of euros Europe DECEMBER 31, 2015 271,582 264,455 143,938 43,971 2,327,077 3,051,023 December 31, 2014 Restated 278,429 268,914 114,198 41,083 2,341,971 3,044,595

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7.4. Performance by geographic area

Revenue under IFRS is broken down by geographical location of customers.

France Germany Rest of the Total In thousands of euros world 2015 Revenue under IFRS 2,667,371 695,515 2,068,967 5,431,853 2014 Restated* Revenue under IFRS 2,762,949 666,628 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.

7.5. Information about major customers

No external customer individually represents 10% or more of the Group’s consolidated revenue.

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NOTES TO THE CONSOLIDATED INCOME STATEMENT

Note 8. Other operating income and expenses

8.1. Operating expenses

In thousands of euros Note 2015 2014 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 2015 2014 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

2015 2014 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.

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8.3. Other operating income (loss)

Other operating income and expenses break down as follows:

In thousands of euros Notes 2015 2014 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.

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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:

Notes 2015 2014 In thousands of euros Restated Interest expenses (including financial leases) (76,158) (166,605) Interest income and expenses on cash equivalents 1,106 980 Net proceeds on sale of marketable securities 79 213 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 (c) (2,100) (7,844) (net of reversals) 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

force to 38.0% (from €250 million revenue and above) for the 10.1. Tax rate 2013, 2014 and 2015 periods. This rate is not extended to fiscal years ending on December 31, 2016.

Tax rate Consequently, this additional contribution has no impact on In France, an additional contribution tax of 5%, applicable to the tax rate used by the Group for calculating deferred taxes profits for 2011 and 2012, then prorogued to 10.7% on profits of French entities. The Group applies an ordinary tax rate at for 2013, 2014 and 2015, increases the ordinary tax rate in 34.43%.

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Furthermore, prevailing tax rates in the main European countries in Group businesses are the followings:

Income tax rate used by the Group 2015 2014 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%

10.2. Consolidated income tax expense

Income taxes are detailed as follows:

In thousands of euros 2015 2014 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) 14,064

10.3. 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 99 99 Employee benefits 81,574 81,574 Provisions for contingencies and expenses non-deductible 33,447 33,447 for tax purpose 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)

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Deferred tax assets and liabilities by nature for 2014 are detailed below:

Assets Liabilities Dec. 31, 2014 In thousands of euros Restated Derivatives 5,099 5,099 Employee benefits 74,581 74,581 Provisions for contingencies and expenses non-deductible for tax 23,453 23,453 purpose 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:

Dec. 31, Variations 2015 Dec. 31,

2014 2015 Restated Income Equity Translation Reclassifications Other/ statement & OCI differences (b) Changes (a) in scope In thousands of euros (e) Derivatives 5,099 197 (5,197) 99 Employee benefits 74,581 1,914 (40) 903 4,025 191 81,574 Provisions for contingencies 23,453 4,087 22 5,814 71 33,447 and expenses non-deductible for tax purpose Tax loss carry forward (c) 69,164 4,904 1,371 569 76,008 Revaluation of long-term assets (220,210) (389) 2,405 (2,753) (42,828) (2,978) (266,752) Deferred tax liabilities on finance (233) (1,315) (4) 755 (797) leases Other temporary differences (d) (28,097) 7,165 25 31,665 (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 2015.

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plan relief of tax losses carried forward which were estimated 10.4. Tax loss carried forward at £ 44,995 thousand (i.e. €61,977 thousand). The amount of deferred tax assets finally recognized is of £ 8,559 thousand Tax losses carried forward within the tax group in France (i.e. €11,789 thousand). amount to €147,154 thousand. They have been recognized as deferred tax assets for €48,622 thousand. The timeline for the The deferred tax assets corresponding to the tax losses relief of carry forward tax deficits, by allocation to predictable carried forward in Germany were fully accounted for profits of the SPIE SA tax group, has been estimated at three €11,928 thousand, on a basis of a five years plan relief. years. All tax losses carried forward relating to the SPIE ICS As at December 31, 2015, unrecognized tax losses in France in Switzerland, amount in basis as at December 31, amount to €75,052 thousand and concern mainly pre-integra- 2015 to 13,114 thousands of Swiss Francs (CHF) (i.e. tion losses in the Group’s French subsidiaries. €12,175 thousand). They have been subject to the recognition of deferred tax assets fully accounted for an amount of CHF All tax losses carried forward in the United-Kingdom amount 2,754 thousand (i.e. €2,557 thousand). to £ 72,236 thousand (i.e. €99,499 thousand). The corresponding deferred tax assets were recognized based on a four years

10.5. Reconciliation between provision for income taxes and pre-tax income

In thousands of euros 2015 2014 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 1,163 153 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% 188.19% 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.

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Note 11. Discontinued operations

The Group’s assets held for sale and discontinued operations systems (hardware and software) for urban public trans- requiring the application of IFRS 5 are outlined below: portation equipment (fleet management services and user and driver information), was sold on October 16, 2014; • the disposal process of Foraid Algérie Eurl, initiated in 2011, was still in progress as at December 31, 2015; • SPIE Oil & Gas Services UK, a subsidiary of SPIE Oil & Gas Services, for which a disposal process was initiated at the • the entities Advago SA and SPIE Hellas SA (previously beginning of 2013, was liquidated on November 11, 2014. Hochtief Facility Management Hellas SA) in Greece were acquired on September 6, 2013, together with the Services As a result, as at December 31, 2015, the financial statements Solutions activity of the Hochtief Group. The disposal of SGTE Ingénierie, Foraid Algérie Eurl, Advago SA, SPIE Hellas process was initiated in 2014 and was still in progress as SA and TecnoSpie SA have been reclassified in a separate line at December 31, 2015 for Advago SA. However, SPIE Hellas on the income statement, representing the contribution to net SA has been disposed on August 19, 2015; income of these operations. • a disposal process has been initiated for TecnoSpie The assets and liabilities of these operations have been SA located in Portugal and was still in progress as at respectively reclassified as “Assets classified as held for sale” December 31, 2015; and “Liabilities associated with assets classified as held for • the liquidation process of SGTE Ingénierie, started in 2007, sale” in the consolidated statement of financial position as at was still in progress as at December 31, 2015. December 31, 2015. Assets and liabilities of these activities have been valued at their fair value less potential costs of sale Entities classified as held for sale in 2014, which have no of the assets. impact on the 2015 financial statements:

• 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:

2015 2014 Restated Revenue Contribution Revenue Contribution In thousands of euros to net income 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) 4,335 374 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)

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Note 12. Earnings per share

12.1. Distributable earnings

Dec. 31, 2015 Dec. 31, 2014 In thousands of euros Restated Continuing operations Basic earnings from continuing operations attributable to owners of the parent 49,668 (13,623) (excluding minority shareholders) (-) 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 (4,387) (4,738) 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 45,281 (18,361) (excluding minority shareholders) (-) 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

12.2. 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 calculation of the weighted average number of outstanding average number of ordinary shares in the first half of 2015 ordinary shares. (and for all presently shown periods) has been adjusted to take Furthermore, for all periods shown, the 4,337,968 A Preferred into account events that impacted the number of outstanding shares (ADP A) and the 1,700,000 B Preferred shares (ADP B) shares without having a corresponding impact on the entity’s which were cancelled on June 11, 2015, have been included in resources. the total amount of 26,516,769 ordinary shares. This number Consequently, the split of the nominal value of ordinary of ordinary shares results from the exchange ratio applied shares of SPIE SA on June 9, 2015 in order to bring from in return for SPIE 20 and SPIE 350 shareholders’ ADP A and one euro (€1) to approximately €0.46 per ordinary share, B preferred shares when they were merged into SPIE SA on has led to consequential multiplication of the initial number June 11, 2015. of ordinary shares representing the share capital of SPIE No diluted instrument has been issued by the parent company SA (from 33,596,102 ordinary shares to a total number of during the first half of 2015. 72,449,303). For purposes of comparison, this new number of existing shares has been used for all shown periods for the

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12.3. Earnings per share

Dec. 31, 2015 Dec. 31, 2014 In thousands of euros 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 2015.

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.

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NOTES TO THE STATEMENT OF FINANCIAL POSITION

The following notes relate to the assets and liabilities of Assets and liabilities of operations held for sale are presented continuing operations as at December 31, 2015. in a separate line “Activities held for sale” in the statement of financial position.

Note 14. Goodwill

14.1. Changes in goodwill

The following table shows the changes in carrying amount of goodwill by cash generating unit:

Dec. 31, 2014 Acquisitions and Disposals Change in Translation Dec. 31, 2015 adjustments scope of adjustments of preliminary consolidation In thousands of euros goodwill and other CGU – SPIE Île-de-France 275,688 275,688 Nord-Ouest CGU – SPIE Est 91,943 91,943 CGU – SPIE Sud-Est 195,360 1,105 260 196,725 CGU – SPIE Sud-Ouest 230,647 230,647 CGU – SPIE Ouest Centre 218,735 218,735 CGU – SPIE Communications 158,201 158,201 CGU – SPIE Holding GmbH 124,992 861 125,853 CGU – SPIE ICS 38,716 3,002 5,173 46,891 CGU – SPIE UK 187,947 8,137 2,107 198,191 CGU – SPIE Nederland 142,135 5,139 147,274 CGU – SPIE Belgium 77,762 77,762 UGT – SPIE Nucléaire 127,801 127,801 CGU – SPIE OGS 253,226 253,226 TOTAL GOODWILL 2,123,153 18,244 - - 7,540 2,148,937

Acquisitions and goodwill adjustments which occurred • the ongoing process of purchase price allocation for SPIE between January and December 2015 mainly relate to: 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 Sud Est related to the acquisition of Vista Concept • the ongoing process of purchase price allocation for SPIE and Viscom System in July 2014 for a global amount of UK related to the acquisition of Energy Services Ltd in €1,105 thousand; July 2015 for a global amount of €10,380 thousand; the ongoing process of purchase price allocation for SPIE UK • the ongoing process of purchase price allocation for SPIE related to the acquisition of Scotshield for an amount of € Holding GmbH related to the acquisition of Fleischhauer (2,242) thousand; Ingenieur-Buro in June 2014 for a global amount of €574 thousand; the ongoing process of purchase price • the purchase price allocation for SPIE Nederland regarding allocation for SPIE Holding GmbH related to the acquisi- the acquisition of the Group Numac in May 2015 for a global tion of Cromm Und Co in October 2015 for an amount of amount of €5,139 thousand; €287 thousand;

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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:

Dec. 31, 2013 Acquisitions and Disposals Change in Translation Dec. 31, 2014 adjustments scope of adjustments of preliminary consolidation In thousands of euros goodwill and other CGU – SPIE Île-de-France 275,688 275,688 Nord-Ouest CGU – SPIE Est 91,943 91,943 CGU – SPIE Sud-Est 192,949 2,369 41 195,360 CGU – SPIE Sud-Ouest 226,339 4,308 230,647 CGU – SPIE Ouest Centre 218,735 218,735 CGU – SPIE Communications 158,201 158,201 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 1,258 187,947 CGU – SPIE Nederland 142,135 142,135 CGU – SPIE Belgium 79,511 (1,741) (8) 77,762 CGU – SPIE Nucléaire 127,801 127,801 CGU – SPIE OGS 253,226 253,226 TOTAL GOODWILL 2,049,051 72,811 (8) - 1,299 2,123,153

the Group’s discount rate. All other CGUs estimate their future 14.2. Impairment test for goodwill cash flows in euros.

To carry out annual impairment tests, goodwill was allocated The discount rates after tax for all CGUs amount to 7.60% to the relevant Cash Generating Units (CGU); see Note 3.10 (2014: 8.6%) for all CGUs. “Impairment of goodwill”. Sensitivity Test These tests are carried out in October of each year on the basis of the most recent budgets available. In 2015, they were The value in use is mainly driven by the terminal value which developed based on the Business Plan’s forecasts taking into is sensitive to changes in the assumptions regarding discount account cash flows comprising a budget Y+1, forecasts for rates and the cash flows generated. the years Y+2 to Y+4 and projections for Y+5 and Y+6 (these Critical assumptions of the business plan and multiannual additional years are extrapolated from forecasts) in which is forecasts correspond to any reasonably possible changes. added a terminal value, calculated with a growth rate of 1.50%. These tests including a sensitivity analysis have not highlighted As the SPIE UK CGU operates outside the Eurozone, the future any impairment losses and have therefore confirmed the value cash flows are estimated in GBP and then discounted using of goodwill.

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Sensibility to cash ﬂows: business Sensibility to the discount rate development assumptions The WACC applied in the impairment tests takes into account Sensitivity to business development assumptions is already a target financial structure and a market beta coefficient. A included in the budget framework when it is drawn up. +/-0.5% variation in the WACC would have an average impact of respectively -16.3% and +22.5% on the value of the CGUs.

Sensibility to proﬁtability: EBIT ratio The impairment sensitivity analyses did not identify a scenario assumptions in which the carrying amount would be likely to exceed the Impairment tests were conducted according to the same recoverable amount for any of the CGUs. 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.

Note 15. Intangible assets

15.1. Intangible assets – Gross values

Concessions, Brands Backlog and Others Total patents, customer In thousands of euros licenses relationship Gross value At December 31, 2013 5,990 747,264 120,930 67,748 941,932 Business combination effect 21 7,144 26,229 372 33,767 Other acquisitions in the period 520 - - 5,578 6,098 Disposals in the period (370) - - (16) (386) Exchange difference 4 602 275 122 1,002 Other movements 996 - - 596 1,592 Assets held for sale - - - - - At December 31, 2014 7,161 755,010 147,434 74,401 984,006 Business combination effect - (1,589) 15,241 115 13,767 Other acquisitions in the period 448 - - 7,831 8,279 Disposals in the period (1) - - (11) (12) Exchange difference (15) 1,329 1,141 425 2,880 Other movements (821) - - 240 (580) Assets held for sale - - - (106) (106) AT DECEMBER 31, 2015 6,772 754,750 163,816 82,895 1,008,232

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Period ended December 31, 2015 Moreover, the “Business combination effect” line also includes Brands mainly correspond to the value of the SPIE brand for the goodwill temporary allocation of the newly acquired enti- €731 million, which has an indefinite useful life and is tested ties, i.e.: for impairment at least once a year or whenever there is an • €1,860 allocated to customer relationship and indication of impairment. €22 thousand allocated to backlog assets on Numac; The SPIE brand is allocated to each of the cash generating • €12,501 thousand allocated to customer relationship asset units and is valued on the basis of an implied average royalty on Leven energy Services Ltd. rate, as a percentage of each CGU’s contribution to Group The “Other acquisitions in the period”, representing revenues. €7,831 thousand, correspond to €2,474 thousand of intangible The line “Business combination effect”, which concerns the assets under development and to €5,298 thousand across brands, and backlog and customer relationships, corresponds several entities of the Group. to the impacts of the ongoing purchase price allocation pro- The “Other movements” on concessions, patents and licenses cesses which led to: amounting to € (821) thousand are the consequence of the • a decrease of €(1,608) thousand on Connectis brand, TecnoSpie SA reclassification as a “discontinued activity” (see of Connectis backlog for €(302) thousand and of Note 11). €(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.

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15.2. Intangible assets – Amortization and net values

Concessions, Brands Backlog and Others Total patents, customer licenses relationship In thousands of euros (a) (b) 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 346 - - 6 352 Exchange difference (3) (567) (78) (24) (672) Other movements (528) - - 238 (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 - 1,799 90 - 1,889 Disposals in the period 1 - - 11 12 Exchange difference 11 (1,519) (278) (76) (1,861) Other movements 905 - - (2) 903 Assets held for sale - - - 106 106 AT DECEMBER 31, 2015 (5,627) (59,273) (89,634) (61,707) (216,241) Net value • At December 31, 2013 672 730,566 77,324 18,830 827,391 • At December 31, 2014 1,066 713,120 78,319 20,626 813,131 • At December 31, 2015 1,145 695,477 74,182 21,188 791,992

Period ended December 31, 2015 (b) The amortization of the CRA (customer relationship asset) Amortization of intangible assets during the period includes: mainly corresponds to Connectis for €2,245 thousand, to SPIE GmbH for €6,733 thousand, to Infrastructure (a) The amortization of the brands Juret for €573 thousand Services & Projects for €2,658 thousand, to the (amortization over 10 years), Veepee for €333 thousand activity of ENS Limited for €526 thousand, to GVDD for (amortization over six years), Fleischhauer for €963 thousand, to Fleischhauer for €879 thousand, to €434 thousand (amortization over four years), and SPIE Scotshield for €947 thousand, to Leven Energy Services Matthew Hall for €16,322 thousand as a 36 month amor- for €1,150 thousand, to Numac for €571 thousand, and to tization plan for the Matthew Hall brand in the United Devis together with Garside, SPIE Info Services and Klotz Kingdom implemented on September 1, 2013. for the remaining amount of €474 thousand. The reversal of €1,799 thousand relates to the purchase The amortization of backlogs for the current period mainly price allocation process on Connectis which led to a corresponds to the backlogs of SPIE GmbH for an amount decrease of the brand value recognized in the Group’s of €2,597 thousand, of Scotshield for an amount of accounts as at December 31, 2014, and consequently €362 thousand and Connectis together with Fleischhauer to a reversal of the amortization already booked, as the and Numac for an amount of €226 thousand. Finally, the “Connectis” brand had been fully amortized in 2014. remaining €(90) thousand related to adjustments rising from the Connectis purchase price allocation process.

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Note 16. Property, plant and equipment

16.1. Property, plant and equipment – Gross values

Land Buildings Plant and Others Total In thousands of euros machinery Gross value At December 31, 2013 6,900 42,495 119,687 134,517 303,598 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 231 397 465 622 1,715 Other movements (429) 112 (36) (1,545) (1,898) Assets held for sale (198) (196) (0) (394) At December 31, 2014 6,589 48,202 127,337 144,312 326,440 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 327 204 333 618 1,481 Other movements (2,401) (3,178) (2,317) (7,897) Assets held for sale (3) (30) (411) (444) AT DECEMBER 31, 2015 6,929 47,390 129,432 155,604 339,355

Other property, plant and equipment mainly correspond to office and computer equipment and transport equipment.

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16.2. Property, plant and equipment – Depreciation & net values

Land Buildings Plant and Others Total In thousands of euros machinery 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 163 32 1 195 Disposals of the period (7) 253 1,722 4,443 6,410 Exchange differences (216) (320) (472) (1,007) Other movements 7 254 642 (402) 501 Assets held for sale 15 15 At December 31, 2014 - (25,493) (86,552) (106,085) (218,129) Depreciation of the period (3,504) (10,984) (14,327) (28,815) Reversal of impairment losses 182 107 216 505 Disposals of the period 2,589 3,675 5,127 11,391 Exchange differences 83 (86) (528) (532) Other movements 1,917 3,099 956 5,972 Assets held for sale 1 12 334 347 AT DECEMBER 31, 2015 - (24,224) (90,730) (114,307) (229,261) Net value • At December 31, 2013 6,900 19,241 41,231 38,297 105,669 • At December 31, 2014 6,589 22,709 40,785 38,228 108,311 • At December 31, 2015 6,929 23,166 38,702 41,297 110,094

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 14,920

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Note 17. Equity

These merged companies had held since 2011 the share- 17.1. Share capital holding of the managers and executives of the Group and represented 14.2% of SPIE SA’s share capital. On January 1, 2015, the share capital of SPIE SA amounting to €39,634,070.00 was made up of 39,634,070 shares (including The application of the exchange ratio between the shares 33,596,102 ordinary shares, 4,337,968 A preferred shares and of each of these Management Companies and those of the 1,700,000 B preferred shares) with a nominal value of €1.00 company SPIE SA, with regard of the IPO price decided on each. June 9, 2015, has led to: - the issuance of 28,133,538 new ordinary shares, As of December 31, 2015, the share capital of SPIE SA amounts to €72,415,793.32 and is made up of 154,076,156 fully subs- - the cancellation of 3,385,943 ordinary shares received cribed ordinary shares with a nominal value of €0.47 each. by SPIE SA in connection with the merger of the four Management companies, During the year 2015, transactions in the share capital of SPIE - the cancellation of 2,357,958 ADP A (A Preferred Shares) SA were as follows: 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 17.2. Transactions on share capital Preferred Shares) received by SPIE SA in connection with prior to and related to the IPO the merger of the four Management companies. on June 10, 2015 These transactions, which were completed and recognized An Extraordinary and Ordinary Shareholders’ Meeting of SPIE by the Board of Directors on June 11, 2015, led to the SA, along with the two Special Meetings of the shareholders decrease of net equity for an amount of €3.4 million; holding preferred shares (respectively of the category A and • a second capital increase in cash reserved to Clayax B), all held on June 9, 2015, have adopted the following reso- Acquisition Luxembourg 2 S.à.r.l. through the capitalization lutions which modify the characteristics and amounts of the in full of the receivable held against SPIE SA, following share capital and consolidated equity of the Group: the mergers between SPIE SA and the Management Companies. • the split of the nominal value of the ordinary shares of SPIE SA, in order to bring it down from one euro (€1) to This capital increase, which was completed and recognized approximately €0.46 each, and the resulting multiplication by the Board of Directors on June 11, 2015, amounted of the number of ordinary shares of SPIE SA, thus bringing to €2.7 million (share premium included) and led to the total number of ordinary shares from 33,596,102 to the issuance of 160,710 new ordinary shares to Clayax 72,449,303. This transaction was completed as of June 9, Acquisition Luxembourg 2 S.à.r.l. at a subscription price 2015; equal to the IPO price, i.e. €16.50 per share; • a first capital increase in cash reserved to Clayax • the exchange before cancellation of the remaining Acquisition Luxembourg 2 S.à.r.l. by capitalizing in full the 1,980,010 ADP A (A Preferred Shares) (i.e., the DP A which loan owed by SPIE SA. This intragroup loan was initially had not been cancelled in connection with the completion granted to SPIE SA by Clayax Acquisition Luxembourg 5 of the mergers of the Management Companies) against SCA which then transferred the loan in full to Clayax new ordinary shares of SPIE SA in accordance with a share Acquisition Luxembourg 2 S.à.r.l prior to the capitalization. exchange ratio based on the IPO price decided on June 9, 2015. This capital increase, which was completed and recognized by the Board of Directors on June 11, 2015, amounted to This transaction, which was completed and recognized by €173.4 million (including share premiums) and led to the the Board of Directors on June 11, 2015, did not impact issuance of 10,511,677 new ordinary shares to Clayax the Group’s equity but resulted in the following share Acquisition Luxembourg 2 S.à r.l., at a subscription price movements: equal to the IPO price, i.e., €16.50 per share; - the issuance of 1,563,971 new ordinary shares, • the merger of the four Management companies into SPIE - the cancellation of the 1,980,010 ADP A (A Preferred SA (SPIE 20 RA, SPIE 20 PP, SPIE 350 RA and SPIE 350 PP). Shares).

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At this stage, there were no longer preferred shares. The share capital of SPIE SA is entirely composed of ordinary 17.5. Employees shareholders plan shares of a nominal value of approximately €0.46. “Share for You 2015” – Increase on share capital on December 10, 2015

17.3. Initial Public Offering (IPO) On July 28, 2015, the Board of Directors, upon delegation on June 10, 2015 of the Mixed Shareholders’ General Meeting held on May 7, 2015, decided on the principle to proceed with a share capital As part of its initial public offering on Euronext Paris stock increase reserved for eligible current and former employees market, SPIE SA has raised €700 million (share premium and corporate officers of the Company and its French and included) through the issuance of 42,424,242 new ordinary foreign, direct and indirect, subsidiaries, who are members shares in connection with a share capital increase which of a “plan d’épargne d’entreprise” of the SPIE Group (French was completed and recognized by the Board of Directors on company savings plan), within the limit of a maximum amount June 11, 2015. The cost of the capital increase, for a gross of €68.75 million issuance share premium included (before amount of €23.1 million, has been booked against the share discount and including employer matching contribution). The premiums for an amount of €15.2 million net of tax. Board of Directors delegated authority to the CEO for the completion of this transaction. Acting under this delegation, The merger of Clayax Acquisition 4 SAS into SPIE SA, resulting the CEO set forth the definitive terms of the offer in a decision in SPIE SA holding 1,857,498 of its own ordinary shares which dated September 29, 2015 and set in particular (i) the dates of Clayax Acquisition 4 SAS had previously received following the the subscription period opened from October 1 to October 12, mergers of the Management Companies. 2015 (included) and (ii) the subscription price of one SPIE On June 11, 2015, the corresponding treasury shares were then share at €13.05 after a Group employees’ discount rate of 20% cancelled resulting in a decrease of net equity of €30.6 million. applied to the reference price set at €16.32.

Following these transactions, as of June 11, 2015, the share In a decision dated December 10, 2015, the CEO recognized capital of SPIE SA amounted to €69,557,816.17 divided into definitive completion of the capital increase through the 150,000,000 ordinary shares, all of the same category. 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 17.4. Share capital increase issuance premium in local books of €51,278,042.48 on which by increase of the share par value it has been decided to deduct the necessary amounts to be on October 29, 2015 allocated to the statutory reserve corresponding to the newly created shares, i.e. a total amount of €7,233,283.57, and to On October 29, 2015, the Board of Directors, upon delegation charge the expense of the share capital increase. of the Mixed Shareholders’ General Meeting held on May 7, In the Group consolidated equity the impact of the Group 2015, decided to proceed with a capital increase for an employees’ discount rate of 20% deducted from the share amount of €942,183.83, by raising the share par value from premium stands at €8.47 million net of taxes. Besides, a loss approximately €0.4637 up to €0.47 each. This capital increase of €2.0 million has been booked in the statement of income is made by deduction from the share premium. Consequently, relating to the 20% discount, as well as a loss of €2.8 million the share capital of SPIE SA increased from €69,557,816.17 to for the relating tax. €70,500,000 and is made up of 150,000,000 fully subscribed ordinary shares. 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.

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After completion of all these transactions, as of December 10, 2015, the share capital of SPIE SA amounted to €72,415,793.32 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:

Number of Shareholding % of voting shares and rights Shareholders voting rights Total Consortium (1) 63,774,470 41.39% 41.39% Managers (2) 16,139,417 10.47% 10.47% Caisse de Dépôt et Placement du Québec 6,100,000 3.96% 3.96% Employee shareholders (3) 7,260,089 4.71% 4.71% Public 60,801,790 39.47% 39.47% Treasury shares 390 0.00% - TOTAL 154,076,156 100.00% 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) 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, 2015. (3) Stake held by employees directly or through the FCPE SPIE Actionnariat 2011/2015.

Note 18. Provisions

18.1. 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.

Dec. 31, 2015 Dec. 31, 2014 In thousands of euros Restated Retirement benefits 256,541 244,279 Other long-term employee benefits 15,812 15,099 EMPLOYEE BENEFITS 272,353 259,378

In thousands of euros 2015 2014 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.

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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 Upon acquiring the necessary entitlements to retire on full benefits (in accordance with the retire on full benefits (in accordance with the 2013 law reform) 2013 law reform) + later retirement scheme + 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 00-02 TM / TW 00-02 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 62 years old (63 under exception) (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 Males: 65 years old Females: 64 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 Males: 25% Males: 25% at departure date Females: 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

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Post-employment beneﬁts Changes in the provision are as follows:

2015 Of which Of which Of which Of which 2014 In thousands of euros France Germany Switzerland Others Restated Benefit liability as of January 1 244,278 129,827 76,678 37,073 700 154,646 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 1,467 128 12,534 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 31 256,541 131,789 75,426 48,718 608 244,278

The expense in the financial year is analyzed as follows:

2015 Of which Of which Of which Of which 2014 In thousands of euros France Germany Switzerland Others Restated Service Cost during the year Current service cost 13,873 8,646 4,043 1,059 125 10,378 Past service costs (plan, changes (263) (105) (158) 460 and reductions) Plan curtailments/settlements (3,493) (3,491) (2) (3,412) Net interest Expense Interest expense 7,666 2,694 3,120 1,746 106 7,738 Expected return on assets (2,820) (238) (1,301) (1,180) (101) (2,630) EXPENSE IN THE PERIOD 14,963 7,506 5,862 1,467 128 12,534 of which: • Personal costs 10,380 5,155 4,043 1,059 123 6,966 • Financial costs 4,846 2,456 1,819 566 5 5,108

The reconciliation with the financial statements is provided below:

2015 Of which Of which Of which Of which 2014 In thousands of euros France Germany Switzerland Others Restated Projected Benefit Obligation liability 403,307 142,384 131,060 122,728 7,135 392,497 Plan assets 146,766 10,595 55,634 74,010 6,527 148,220 BENEFIT OBLIGATION 256,541 131,789 75,426 48,718 608 244,278

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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, 2015 130,850 126,460 122,281 118,298 114,503 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, 2015 146,253 138,348 131,030 124,245 117,949 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, 2015 126,401 119,138 115,201 111,449 105,501 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:

Dec. 31, 2015 Dec. 31, 2014 In thousands of euros 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.

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The expense in the financial year is analyzed as follows:

In thousands of euros 2015 2014 Restated Current service cost 503 979 Amortization of actuarial gains and losses (115) 851 Interest expense 77 287 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 77 287

• provisions for restructuring; 18.2. Other provisions • provisions for lawsuits with employees and labor cases; Provisions include: • provisions for litigation still pending on the previous year’s contracts and activities. • provisions for contingent liabilities against specific risks in business combinations; The short-term portion of provisions is presented under “Current provisions” and beyond this time horizon; provisions • provisions for tax risks, arising where tax audits have led are presented as “Non-current provisions”. to proposals from the tax authorities for adjustments in respect of prior years;

Dec. 31, Additions Reversals Translation Assets held Change Dec. 31, 2014 during during adjustments for sale/ in scope/ 2015 In thousands of euros the period the period discontinued others 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) 176 10,278 Litigations 52,398 12,872 (23,044) 162 39 42,428 Losses at completion (b) 46,823 30,886 (35,224) 582 862 43,928 Social provisions and disputes 20,971 7,170 (10,900) 77 (47) 17,270 Warranties and claims 33,577 16,685 (15,873) 99 (163) 1,802 36,127 on completed contracts OTHER PROVISIONS 195,422 76,240 (102,099) 916 (163) 1,526 171,842 • 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 2015.

Provisions comprise a large number of items each with low the incurred and assigned amounts in provisions that stand out values. Related reversals are considered as used. However, due to their significant value are closely monitored.

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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:

Dec. 31, Additions Reversals Translation Assets held Change Dec. 31, 2013 during the during the adjustments for sale/ in scope/ 2014 In thousands of euros period period discontinued others Contingent liabilities 6,856 6,856 Tax provisions 13,384 3,536 (2,710) 76 101 14,387 Restructuring 20,410 (196) (1) 196 20,409 Litigations 59,248 13,765 (26,207) 118 4,958 516 52,398 Losses at completion 16,916 14,689 (28,352) 125 105 43,339 46,823 Social provisions and disputes 17,201 10,050 (6,876) 50 547 20,971 Warranties and claims 37,470 15,570 (12,737) 493 (7,219) 33,577 on completed contracts OTHER PROVISIONS 151,075 78,020 (77,078) 861 5,063 37,481 195,422 • Current 90,529 59,835 (47,189) 562 5,063 8,803 117,604 • Non-current 60,546 18,185 (29,889) 299 28,678 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 77,818 117,604

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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) 227,112 303,662 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.

The CICE is directly charged to the Corporate Tax of the year 19.1. French tax credit and of the three following years. At the end of the period, for competitiveness the unused balance will be paid back by the State. The tax and employment (CICE) loss carry forwards generated by the French holdings do not allow considering the recovery of the CICE claim prior to three The French Government’s new tax credit for competitiveness years of imputation. Thus, on December 8, 2015 the Board of and employment (crédit d’impôt pour la compétitivité et l’emploi Directors of SPIE SA authorized the discounted non-recourse – CICE) entered into force on January 1, 2013 for all French sale of the CICE receivable to Natixis, according to the appli- companies submitted to tax payment. The CICE tax credit cable French Dailly Law (loi Dailly). amounts to 6% of gross payroll for compensation equal to or below 2.5 times the minimum legal wage of €1,458 per month On December 23, 2015, the Group has made a partial divesture since January 1, 2015. of its CICE receivable of €27,105 thousand for the 2015 CICE and of €518 thousand remaining from the 2014 CICE not The CICE receivable from the State recognized as a current divested in 2014. asset is based on payments and on liabilities recognized related to eligible remunerations in 2015.

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19.2. 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) 439,103 439,103 430,739 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 2015 1,019,083 770,869 191,951 41,370 14,893 2014 1,119,654 832,614 234,646 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.

19.3. Accounts payable

Current trade and other payables break down as follows:

In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Accounts payables 573,727 568,041 Notes payables 30,718 56,384 Accrued invoices 297,091 300,616 ACCOUNTS PAYABLE 901,535 925,041

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Note 20. Financial assets and liabilities

20.1. 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.

20.2. 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 245,777 249,229 Fixed investments (current) -- Cash management financial assets 245,777 249,229 Cash and cash equivalents 358,013 260,903 Total cash and cash equivalents 603,790 510,132 (-) Bank overdrafts and accrued interests (53,197) (19,558) Net cash and short term deposits of the Balance Sheet 550,593 490,573 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 551,799 493,598 OF THE PERIOD (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.

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20.3. 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) - - 375,000 Makewhole (a) - - 43,968 Facility B (b) - 558,024 558,024 Facility C1 (formerly Facility A) (b) - 163,458 163,458 Facility C2 (b) - 228,293 228,293 Facility E (b) - 625,000 - Second Lien bonds (b) - 185,600 - Capex (c) - 100,000 100,000 Revolving (maturity August 31, 2017) (d) - 70,000 - Facility A (e) 1,125,000 - - Revolving (maturity May 11, 2020) (e) 50,000 - - Others 386 492 820 Capitalization of loans and borrowing costs (f) (14,525) (51,149) (31,775) Securitization (g) 286,917 225,268 300,000 Total bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) 53,083 18,877 19,269 Interests on bank overdrafts (cash liabilities) 114 292 289 Other loans, borrowings and financial liabilities Finance leases 12,136 12,568 12,738 Accrued interest on loans - 168,029 552,619 Other parent company loans (h) 3 2,948 59,693 Other loans, borrowings and financial liabilities 4,113 5,203 8,337 Derivatives 309 16,761 14,675 INTEREST-BEARING LOANS AND BORROWINGS 1,517,537 2,329,664 2,405,408 Of which: • Current 395,734 316,660 1,182,236 • Non-current 1,121,803 2,013,004 1,223,172

The Group loans are detailed hereafter: On December 12, 2014, the High Yield Bond issuer SPIE BondCo3 SCA published a “Notice of election to redeem” (a) SPIE BondCo3 issued a bond on April 4, 2012, for a which formalized its intention to early redeem, on nominal amount of €375 million maturing on August 15, January 13, 2015, the entire bond loan issued on April 4, 2019. This bond bore interest at the rate of 11% payable 2012 for a principal amount of €375 million. on a six-monthly basis on February 15, and August 15, of each year. The first installment was settled on August 15, The “Notice of election to redeem” must contractually 2012. The issuer could redeem all or part of the loan be published one month prior to the effective date of prior to August 15, 2015 upon payment of a premium. repayment. Consequently, publishing the notice on In addition, on or before August 15, 2015, the issuer December 12, 2014 set the date of January 13, 2015 as the could redeem all or part of the bond upon payment of a earliest date for the redemption of the High Yield Bond. “Makewhole” premium.

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(b) On March 31, 2015, the Facilities B, C1 and C2, Facility E of the shares following the shares’ listing on the Euronext and Second Lien bonds totaled €1,760.4 million. These Paris regulated market on June 11, 2015. loans have been totally reimbursed at the settlement date

The characteristics of these loans reimbursed on June 11, 2105 were as follows:

Repayment Fixed/floating rate Dec. 31, 2015 March 31, Dec. 31, 2014 In thousands of euros 2015 SGN Facility B At maturity Floating - 1 month Euribor - 558,024 558,024 +3.75% SGN Facility C1 (form. Facility A) At maturity Floating - 1 month Euribor - 163,458 163,458 +3.75% SGN Facility C2 At maturity Floating - 1 month Euribor - 228,293 228,293 +3.75% Facility E At maturity Floating - 1 month Euribor - 625,000 - +4.00% 2nd Lien bonds At maturity Floating - 1 month Euribor - 185,600 - (Floor 1%) +7.75% BORROWINGS FROM - 1,760,375 949,775 BANKING INSTITUTIONS

The benchmark margin rate (applicable to 1-month May 31, 2015, for an amount of 7.5 million of euros with Euribor) was defined in the bank covenants of the an interest rate based on a 1-month Euribor plus a spread Luxembourg company SPIE BondCo3 (indirect holding of 3.75%. company of SPIE SA) and was subject to change based (d) The existing “Revolving” credit line available prior to the on the quarterly leverage ratio (Net Debt/LTM EBITDA) IPO of SPIE SA with a closing balance of 70 million of as set out in the Senior Facilities Agreement. euros on March 31, 2015 has been terminated and totally (c) The Capex credit line taken out by SPIE Operations with reimbursed on June 11, 2015. credit institutions amounting to €100 million with an (e) Following the IPO, SPIE SA and Financière SPIE esta- interest rate based on a 1-month Euribor plus a spread blished a new Senior Term Loan (“Facility A”) with a five of 3.25% has been repaid at the settlement date of the year maturity, for a nominal amount of €1,125 million on shares as part of the shares’ listing on the Euronext Paris June 11, 2015. regulated market, right before the said settlement, along with the second Capex credit line ACF 2, draw down on

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 +2.625% LOANS AND BORROWINGS FROM BANKING INSTITUTIONS 1,125,000

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A new “Revolving Credit Facility (RCF)” line, with a and relates to the two new credit lines (See point (e)), of five-year maturity, aiming to finance the current activities which €10,741 thousand relating to the Facility A line, and of the Group along with external growth, has been esta- €3,784 thousand for the Revolving Credit Facility Line. blished on June 11, 2015 for an amount of €400 million of (g) The securitization program established in 2007 for which €170 million have been immediately drawn. an amount of 300 million of euros, with a maturity at Interests are payable on these two loans under the August 30, 2017, has been renewed on June 11, 2015 new Senior Credit Facilities Agreement, established under the conditions below: on May 15, 2015, at a floating rate indexed to Euribor - the duration of the Securitization program is a period of for advances in euros, a floating rate indexed to Libor five years from June 11, 2015 (except in the event of early for advances denominated in a currency other than the termination or termination by agreement); euro, and at a floating rate indexed to any appropriate - maximum funding of €300 million, with a possibility to reference rate for advances denominated in Norwegian extend the funding to €450 million; or Danish Krone, Swedish Krona or Swiss Francs, plus the applicable margin. Applicable margins are as follows: The Securitization program represented funding of €286.9 million as at December 31, 2015. - for the Senior Term Loan Facility (“Facility A”): between 2.625% and 1.625% per year, according to the level of the (h) In August 2011, SPIE SA subscribed a loan with a Group’s leverage ratio (Net Debt/EBITDA) during the last nominal value of €461.7 million from its direct parent closed semester; company Clayax Acquisition Luxembourg 5 (its majority shareholder before the IPO), bearing an annual interest - for the Revolving Facility: between 2.525% and 1.525% rate of 8.00%. Interests were capitalized annually and per year, according to the level of the Group’s leverage redeemable at maturity, i.e. on August 29, 2020. ratio (Net Debt/EBITDA) during the last closed semester. On January 13, 2015 the partial repayment of (f) Financial liabilities are presented for their contractual €430.5 million (€293.7 million and €136.8 million of amount. Transaction costs that are directly attributable principal and interest, respectively) of the loan granted to the issuance of financial debt instruments have been by Clayax Acquisition Luxembourg 5 was completed. deducted, for their total amount, from the nominal amount of the respective debt instruments. The On June 11, 2015, following the Group’s IPO, the remaining amount relating to amortized loans (See point remaining nominal amount of €168 million and (b)) and totaling €51.1 million as at May 31, 2015 has been €5.4 million in interest was capitalized through a capital fully allocated to the profit and loss on June 11, 2015. increase of €173.4 million, including share premium. (See The balance as at December 31, 2015 is €14.5 million Note 17)

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20.4. Scheduled payments for financial liabilities

The scheduled payments for financial liabilities based on the capital redemption table are as follows:

Less than From 2 to Over 5 years Dec. 31, 2015 In thousands of euros 1 year 5 years Loans and borrowings from banking institutions Facility A 1,125,000 1,125,000 Revolving 50,000 50,000 Others 140 246 386 Capitalization of loans and borrowing costs (3,171) (11,354) (14,525) Securitization 286,917 286,917 Total Bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) 53,083 53,083 Interests on bank overdrafts (cash liabilities) 114 114 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 3,473 585 55 4,113 Derivatives 309 309 INTEREST-BEARING LOANS AND BORROWINGS 395,734 1,121,748 55 1,517,537 Of which: • Fixed rate 24,651 8,103 3 32,757 • Variable rate 371,083 1,113,645 52 1,484,780

Future debt interest is broken down as follows:

Dec. 31, 2015 Less than From 2 to Over 5 years Dec. 31, 2014 In thousands of euros 1 year 5 years Expected interest on bank borrowings 120,641 29,633 91,008 459,929 Expected interest on finance lease borrowings 907 464 443 1,204 TOTAL 121,548 30,097 91,451 - 461,133

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, 2014 2015 5,866 2016 8,867 3,502 2017 3,459 2,138 2018 2,250 1,397 2019 1,767 1,581 2020 36 10 Subsequent years 0 TOTAL 16,378 14,494

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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 1,756

20.5. 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 25 167 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.

20.6. 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 379 437 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.

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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 549 674 * Based on available 2014 information for Host GmbH.

20.7. Carrying and fair value of financial instruments by accounting category

Reconciliation between accounting categories and IAS 39 categories

FV P/L FV E AFS Receivables Amortized Dec. 31, 2015 In thousands of euros and loans costs Assets Non-consolidated shares and long-term 3,312 41,613 44,925 borrowings Other non-current financial assets 8,713 8,713 Other current financial assets (excl. derivatives) 8,515 8,515 Derivatives 3 22 25 Trade receivables 1,463,885 1,463,885 Other current assets 227,056 227,056 Cash and short-term deposits 245,777 358,013 603,790 TOTAL – FINANCIAL ASSETS 245,780 22 3,312 2,107,796 2,356,910 Liabilities Borrowings and loans (excl. derivatives) 1,121,494 1,121,494 Derivatives 309 309 Other long-term liabilities 8,110 8,110 Current interest-bearing loans and borrowings 395,734 395,734 Trade payables 901,535 901,535 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.

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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 25 167 25 167 Trade receivables 1,463,885 1,555,277 1,463,885 1,555,277 Other current assets 227,056 304,540 227,149 304,580 Cash and short-term deposits 603,790 510,133 603,790 510,133 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 309 14,675 309 14,675 Other long-term liabilities 8,110 4,196 8,110 4,196 Current interest-bearing loans and borrowings 395,734 1,182,236 395,734 1,182,236 Trade payables 901,535 925,041 901,535 925,041 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

Dec. 31, 2015 Level 1 Level 2 Level 3 In thousands of euros Fair value Assets Cash and short-term deposits 245,777 245,777 Derivatives 25 25 TOTAL – FINANCIAL ASSETS 245,802 245,777 25 0 Liabilities Derivatives 309 309 TOTAL – FINANCIAL LIABILITIES 309 309 0

• 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.

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Note 21. Financial risk management

21.1. 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.

Forward rate agreement in foreign currency Fair value Under 1-2 2-3 3-4 4-5 Over Total (In thousands 1 year years years years years 5 years of euros) Asset derivatives qualified for designation as cash flow hedges (a) Forward purchases – USD 19 3,739 3,739 Forward purchases – CHF 3 243 243 22 3,982 0 0 0 0 0 3,982 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 4,418 0 0 0 0 8,764 Total net derivative qualified for (287) designation as cash flow hedges (a) + (b) Asset derivatives not qualified for designation as cash flow hedges Forward purchases – GBP 3 82 82 3820000082 TOTAL FAIR VALUE OF QUALIFIED (284) AND NOT QUALIFIED DERIVATIVES

Main derivatives deal with forward purchases and sales to On November 17, 2011 Clayax Acquisition 4, a wholly held cover operations in US Dollars and Swiss francs. indirect subsidiary of SPIE SA, decided to put in place ten new interest rate swap agreements. On June 30, 2015, the four These derivative hedging instruments are accounted for at interest rate swaps existing at the time of the initial public their fair value. Their valuation stands at level 2 according offer have been cancelled and led to the payment in cash of to IFRS 13, as they are not listed on a regulated market, but an amount of €11,995 thousand. based on a generic model and on observable market data for similar transactions. 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 21.2. Interest rate risk into account when valuing the financial assets and liabilities, the estimation made for derivatives is based on default proba- Financial assets or liabilities with a fixed rate are not subject bilities from secondary market data (mainly required credit to transactions intended to convert them into floating rates. spread) for which a recovery rate is applied. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. When the decision As at June 30, 2015, the impact of the credit risk, in compliance is made to hedge these risks, they are hedged by SPIE with IFRS 13, has been reversed when the above swaps have Operations by means of an Internal Interest Rate Shortfall been cancelled against a DVA (Debit Value Adjustment) Guarantee according to market conditions. financial profit.

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As at December 31, 2015, given the evolution of variable rates • by intermediation for currency flows corresponding to (negative Euribor), no interest rate swap has been established equity operations. for the hedging of the new loans. The Group examines the In both cases SPIE Operations hedges itself through forward possibility to establish new swaps during the first quarter of contracts. Foreign exchange risks on calls for tender are also 2016. hedged wherever possible by means of COFACE policies.

The Group’s main foreign exchange risks primarily relate to US 21.3. Foreign exchange risk dollars and Swiss francs currencies. As at December 31, 2015, foreign currency forward contracts Foreign exchange risks associated with French subsidiaries’ mainly correspond to: transactions are managed centrally by the intermediate holding, SPIE Operations: (i) the US dollar currency hedge representing USD3,739 thousand for forward purchases and to • through an Internal Exchange Shortfall Guarantee USD2,965 thousand for forward sales; Agreement for currency flows corresponding to 100% of (ii) the Swiss franc currency hedge representing SPIE Group’s operations; CHF243 thousand for forward purchases and to CHF5,799 thousand for forward sales.

Currency Currency Average rate Equivalent Potential commitment amount at risk exposure at fixing rate gross amount historical rate difference USD In thousands of euros (a) (b) (a) - (b) 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 1,102 778 279 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 A +/-10% variation in the US dollar rate would have a negative represents an asset of €19 thousand and a liability of €(286) impact of €100 thousand or a positive impact of €82 thousand thousand as at December 31, 2015, revalued in counterpart of on the financial income statement, respectively and a negative the other reserves (qualified as future cash flow hedge). impact of €78 thousand or a positive impact of €64 thousand on equity, respectively. 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.

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Currency Currency Average rate Equivalent Potential commitment amount at risk exposure at fixing rate gross amount historical rate difference CHF In thousands of euros (a) (b) (a) - (b) 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 sales commitment (5,799) 5,421 1,070 5,384 37 Bank debit balance - - - - Finance risk receivables (5,799) 5,421 1,070 5,384 37 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 5,158 39 NET POSITION EXCLUDING OPTIONS (1,327) 1,303 1,082 1,232 71

The fair values of forward purchases and sales of Swiss francs represents an asset of €3 thousand and a liability of 21.4. Counterparty risk €(23) thousand as at December 31, 2015, revalued in counterpart of the other reserves (qualified as future cash flow hedge). The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to: The currency risk hedging on the Swiss francs (qualified in accounting as a cash flow hedge) has an impact on • cash investments; December 31, 2015 reserves of €(20) thousand. • trade receivables;

A +/-10% variation in the US dollar rate would have a negative • loans granted; impact of €357 thousand or a positive impact of €436 thousand • derivative instruments. on the financial income statement, respectively and a negative The Group makes most of its cash investments in money impact of €469 thousand or a positive impact of €573 thousand market funds invested in European government securities on equity, respectively. with banks and financial institutions.

The estimated amount of credit risk on currency hedging as Existing derivatives in the Group (forward purchases and at December 31, 2015 is not significant (the risk of fluctuation forward sales in USD and GBP) are distributed as follows at during 2015 is also not significant). December 12, 2015:

• BNP Paribas: 31%; • Crédit du Nord: 18%; • Natixis: 14%; • CA CIB: 37%.

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21.5. Liquidity risk 21.6. Credit risk

As at December 31, 2015, the unused amount of the revolving The main credit policies and procedures are defined at Group credit facility (RCF) line stands at €350 million corresponding level. They are coordinated by the Group’s Financial Division to. and monitored both by the latter and by the various Financial Divisions within each of its subsidiaries. The Group introduced a securitization program on its trade receivables which has the following characteristics: Credit risk management remains decentralized at Group level. Within each entity, credit risk is coordinated by the Credit • Twelve of the Group’s subsidiaries act as assignors in the Management function which is underpinned by the “Group securitization program in which assets are transferred to a Credit Management” policy and a shared Best Practices securitization mutual fund named SPIE Titrisation. Manual. Payment terms are defined by the general terms of • SPIE Operations is involved in this securitization program business applied within the Group. as a centralizing entity on behalf of the Group in relation to the depository bank. Consequently, the Credit Management Department manages and monitors credit activity, risks and results and is in charge This receivables securitization program allows participating of collecting trade receivables regardless of whether or not companies to transfer full ownership of their trade receivables they have been transferred. to the SPIE Titrisation mutual fund allowing them to obtain funding for a total amount of €300 million, with the possibility Monthly management charts are used to monitor, among other to increase the amount to €450 million. things, customer financing at operational level. These provide the means to assess customer credit taking into account The use of this program is accompanied by early repayment pre-tax invoicing and production data as well as customer clauses for certain bank loans. data (overdue debts and advances) calculated in terms of the As at December 31, 2015 transferred receivables represented number of billing days. a total amount of €526.2 million with financing obtained The policy to improve working capital requirements imple- amounting to €286.9 million. mented 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.

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NOTES REGARDING CASH FLOW STATEMENT

Note 22. Notes to the cash flow statement

22.1. 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 245,777 249,229 Cash 359,106 263,638 Bank overdraft (53,083) (19,269) CASH AND CASH EQUIVALENTS AT YEAR-END INCLUDING ASSETS (a) 551,799 493,598 HELD FOR SALE (-) 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 (b) 550,593 490,574 HELD FOR SALE (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.

22.2. 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 905 271 EFFECT OF CHANGE IN SCOPE OF CONSOLIDATION (33,388) (74,238) ON CASH & CASH EQUIVALENTS

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22.3. 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 106 3 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

23.1. 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.

23.2. 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 - 136 EXECUTIVE COMPENSATION 3,290 4,079

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one of the Committees set up by the Board of Directors, i.e.: 23.3. Attendance fees Audit Committee, Remuneration Committee, Nomination Committee, Strategic and Acquisition Committee. In 2015, the Board of Directors was composed of four independent Administrators, according to the “Afep- In accordance with their mandates and their functions within Medef” Code. One of them has been nominated as a the Group, the independent Administrators receive attendance Senior Independent Director on December 8, 2015. These fees. independent Administrators are each member of at least

In thousands of euros Dec. 31, 2015 Dec. 31, 2014 Attendance fees 104 190 Other remunerations and fringe benefits DIRECTORS REMUNERATIONS 104 190

The amount of attendance fees corresponds to a gross amount before deduction of withholding tax by the Company.

23.4. 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)

SPIE SA signed on August 29, 2011 a loan agreement of 23.5. Other related parties a notional amount of €461.7 million with its direct parent company, Clayax Acquisition Luxembourg 5. The liability as Clayax Acquisition 3 (subsidiary of SPIE SA) signed in 2012 with of December 31, 2014, including the capitalized interests, the company Clayax Acquisition Luxembourg 5 incorporated was of €552.6 million. On December 3, 2014, SPIE’s Board under the laws of Luxembourg, parent company of Group SPIE of Directors has decided the partial repayment of the loan (formerly Group Clayax Acquisition), a “back-to-back loan granted by Clayax Acquisition Luxembourg 5. This partial agreement” to benefit from the entire funds mobilized by the repayment has been executed on January 13, 2015 for a total bond of €375 million issued by SPIE BondCo3 on April 4, 2012 amount of €430.5 million (see Note 20.3). (see Note 20.3). The liability as of December 31, 2014 was of €375 million. This agreement ended on June 11, 2015 when the loan was fully repaid by SPIE SA to Clayax Acquisition Luxembourg 5 due This agreement ended on January 13, 2015 when the bond to the Initial Public Offering as of June 10, 2015 (see Note 5.1 was fully repaid by SPIE BondCo3 (see Note 5.3 relating to the relating to the refinancing of financial debt). refinancing of financial debt).

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The Group also has a tax group in Germany, consisting of 23.6. Tax group agreements SPIE Holding GmbH and its German subsidiaries, in the UK consisting of SPIE UK Ltd and its UK subsidiaries, and in the SPIE SA (formerly Clayax Acquisition) set up a tax consolida- Netherlands consisting of SPIE Nederland BV and its Dutch tion group on July 1, 2011, including, in addition to itself, the subsidiaries. French companies (directly or indirectly) held at 95% or more. There has been no significant transaction between related According to the terms of the agreements signed between parties between January 1, and December 31, 2015, nor SPIE SA and each of the companies included in the tax consoli- significant modifications between related parties described dation group, SPIE SA can use the carry-forward deficits of the in the notes to the consolidated financial statements ended various individual companies. If one of the subsidiaries leaves December 31, 2015. the tax consolidation group, the parties to the agreement concerned reserve their negotiation rights to decide whether the former subsidiary should be indemnified.

Note 24. Contractual obligations and off-balance sheet commitments

24.1. Operating lease commitments

Commitments relating to operating lease stand at €329.3 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 56,359 150,824 70,799 319,608 Cars & trucks 89,130 31,618 53,999 3,514 82,311 TOTAL OPERATING LEASES 367,112 87,977 204,823 74,313 401,919

24.2. 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 409,866 421,179 Insurance guarantees 212,212 210,929 Parent company guarantees 365,071 364,220 TOTAL COMMITMENTS GIVEN 987,149 996,328 Commitments received Surety, guarantees and warranties received 13,272 13,882 TOTAL COMMITMENTS RECEIVED 13,272 13,882

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Employees’ rights to DIF are retained and continue to exist 24.3. Other commitments given alongside the CPF: the rights to DIF can be used to exhaustion and received and up to 2020 at the most.

Tracking the number of hours of training accumulated Individual employee training rights corresponding to rights acquired under the DIF and the CPF for the Group’s French companies and the monitoring of the volume of training hours which has Act No. 2004-391 of May 4, 2004 relating to life-long profes- not been used are now decentralized and available through sional training and social dialogue amending Articles L. 933-1 an internet portal accessible only by employees as holders of to L. 933-6 of the French Employment Code entitles employees a CPF account. with open-ended employment contracts under private law to Consequently, no measurement can be performed regarding a right to individual training (acronym: DIF) for a minimum of this commitment due to the difficulty in obtaining a reliable 20 hours per year, which can be accumulated over a period of estimate. six years (capped at 120 hours).

As of January 1, 2015, the Personnel Training Account Pledging of shares (acronym: CPF) replaces the DIF and allows each employee As part of the IPO and the implementation of the new refi- throughout his career have an individual right to training which nancing plan, all investment securities pledged by direct and will aggregate to its maximum, 120 to 150 hours of training indirect subsidiaries of SPIE SA were subject to release as over nine years (20 hours per year the first six years and at June 11, 2015. As at December 31, 2015, no shares were 10 hours per year for the following three years). 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 503 545 TOTAL 2,503 2,089

Note 26. Subsequent events

• On January 8, 2016, Hartmann Elektrotechnik based 26.1 External growth in Germany was acquired by SPIE GmbH for an amount of €15.97 million. With more than 300 highly qualified The SPIE Group made the following acquisitions: employees operating from six locations across Germany, • On January 1, 2016, the Jansen Venneboer Groep the company achieved sales of approximately €36 million company located in the Netherlands was acquired by in 2014. Hartmann Elektrotechnik provides a wide range SPIE Nederland, for an amount of €2.57 million. Jansen of ICT and Mechanical & Electrical services including Venneboer is a knowledge-intensive company specializing Network, Automation, Security technologies and Industrial in engineering, inspection and maintenance management. engineering and services – from consulting and design The company has nearly one hundred years’ experience in to planning, configuration, installation, commissioning manufacturing, renovating and maintaining electromecha- and service. The company has a broad and long-lasting nical facilities, bridges, flood defenses and sluice gates. customer base of well-known industrial players, parti- The company has 96 employees and generated an annual cularly in the automotive, aerospace and petrochemical turnover of € approximately 18 million in 2014. industries.

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• On January 29, 2016, SPIE Belgium acquired the CRIC • On February 16, 2016, SPIE Netherlands acquired GPE (Climatisation Réfrigération Industrielle & Commerciale) Technical Services B.V. a Dutch company located in company, for a total amount of €3.9 million. With a staff Jertogenbosch and founded in 1997. This small company of approximately 30 employees, specialized in installation of seven employees is focused on energy efficiency with and maintenance of HVAC (heating, ventilation and air specialized know-how in installation and maintenance of conditioning) in Wallonia, CRIC has generated a turnover steam supply equipment and networks. GPE Technical of approximately €4 million in 2014. Services B.V. generated a turnover of approximately €1.3 million in 2014.

Note 27. Scope of consolidation

Scope 1/4

Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sub-group SPIE SA (Headquarters) SPIE SA France EUR Parent 100.00 Parent 100.00 Clayax Acquisition 3 France EUR Merged - F.C. 100.00 Clayax Acquisition 4 France EUR Merged - F.C. 100.00 Financière SPIE France EUR F.C. 100.00 F.C. 100.00 SPIE Operations France EUR F.C. 100.00 F.C. 100.00 Soremep France EUR F.C. 100.00 F.C. 100.00 Parc Saint-Christophe SNC France EUR F.C. 100.00 F.C. 100.00 SPIE International France EUR F.C. 100.00 F.C. 100.00 S.G.T.E. Ingénierie France EUR F.C. 100.00 F.C. 100.00 SPIE Batignolles T.P. France EUR F.C. 100.00 F.C. 100.00 SPIE Telecom Services GEIE France EUR F.C. 100.00 F.C. 100.00 SPIE Batignolles TP Hoch Und Tiefbau GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Infrastruktur GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Rail (De) GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Spezialtiefbau GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Enertrans France EUR F.C. 100.00 F.C. 100.00 * F.C.: Full Consolidation; E.M.: Equity Method.

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Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 SUB-GROUP SPIE IDF NO SPIE IDF Nord-Ouest France EUR F.C. 100.00 F.C. 100.00 Technique de Gestion Immobilière France EUR F.C. 100.00 F.C. 100.00 Francilienne de Plomberie France EUR Merged - F.C. 100.00 Porraz France EUR Merged - F.C. 100.00 Instel France EUR Merged - F.C. 100.00 SPIE Postes HTB France EUR F.C. 100.00 F.C. 100.00 Cinergy SAS France EUR E.M 50.00 E.M. 50.00 Gefca France EUR Merged - F.C. 100.00 Plus Elec France EUR Merged - F.C. 100.00 Sub-group SPIE Est SPIE Est France EUR F.C. 100.00 F.C. 100.00 ARM IRM France EUR Merged - F.C. 100.00 Anquetil Climaticiens France EUR F.C. 100.00 F.C. 100.00 Société Nouvelle Henri Conraux France EUR F.C. 100.00 F.C. 100.00 Sub-Group SPIE Sud-Ouest SPIE Sud-Ouest France EUR F.C. 100.00 F.C. 100.00 Thermi France EUR F.C. 100.00 F.C. 100.00 Enelat France EUR F.C. 100.00 F.C. 100.00 Sono Technic France EUR F.C. 100.00 F.C. 100.00 Boisson France EUR F.C. 100.00 F.C. 100.00 Société Narbonnaise d’Électrification (SNE) France EUR F.C. 100.00 F.C. 100.00 Madaule Et Fils France EUR F.C. 100.00 F.C. 100.00 Madaule Automation France EUR F.C. 100.00 F.C. 100.00 Madaule Energies France EUR Merged - F.C. 100.00 SPIE Maroc Morocco MAD F.C. 100.00 F.C. 100.00 Comafipar S.A. Morocco MAD F.C. 100.00 F.C. 100.00 TecnoSpie SA Portugal EUR F.C. 100.00 F.C. 100.00 Sub-Group SPIE Ouest Centre SPIE Ouest Centre France EUR F.C. 100.00 F.C. 100.00 Sipect France EUR F.C. 100.00 F.C. 100.00 Val De Lum France EUR F.C. 85.00 F.C. 85.00 Enelat Ouest France EUR F.C. 100.00 F.C. 100.00 Projelec France EUR F.C. 100.00 F.C. 100.00 Juret France EUR F.C. 100.00 F.C. 100.00 Elcare France EUR F.C. 100.00 F.C. 100.00 * F.C.: Full Consolidation; E.M.: Equity Method.

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Scope 2/4

Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sub-Group SPIE Sud-Est SPIE Sud-Est France EUR F.C. 100.00 F.C. 100.00 Générale Maintenance Services (GMS) France EUR Merged - F.C. 100.00 C-Tram Services France EUR F.C. 100.00 F.C. 100.00 Somelec France EUR F.C. 100.00 F.C. 100.00 Gb Analyse Industrielle France EUR Outgoing - F.C. 100.00 Entreprise Trento France EUR F.C. 100.00 F.C. 100.00 Reyes Industries France EUR Merged - F.C. 100.00 Lions France EUR F.C. 100.00 F.C. 100.00 Saint-Fons Métallurgie France EUR Merged - F.C. 100.00 Electrotech Switzerland CHF F.C. 100.00 F.C. 100.00 Acem France EUR F.C. 100.00 F.C. 100.00 Hamard SA Switzerland CHF F.C. 100.00 F.C. 100.00 SPIE Suisse SA Switzerland CHF F.C. 100.00 F.C. 100.00 Fanac & Robas SA Switzerland CHF F.C. 100.00 F.C. 100.00 Vista Concept SA Switzerland CHF F.C. 100.00 F.C. 100.00 Viscom System SA Switzerland CHF F.C. 100.00 F.C. 100.00 Sub-group SPIE Oil Gas & Services SPIE Oil & Gas Services France EUR F.C. 100.00 F.C. 100.00 Gemco France EUR F.C. 100.00 F.C. 100.00 Foraid France EUR F.C. 100.00 F.C. 100.00 Almaz SPIE OGS Ltd (Yemen) Yemen EUR F.C. 80.00 F.C. 80.00 Foraid Algerie Eurl Algeria EUR F.C. 100.00 F.C. 100.00 SPIE OGS Congo Congo USD F.C. 100.00 F.C. 100.00 SPIE OGS Gabon Gabon EUR F.C. 99.00 F.C. 99.00 AZD OGS Muscat Llc (Oman) Oman OMR Outgoing - F.C. 90.00 Ipedex SDN Bhd (Brunei) Brunei BND F.C. 100.00 F.C. 100.00 Darussalam Ipedex Gabon Gabon EUR F.C. 90.00 F.C. 90.00 Ipedex Indonesia Indonesia USD F.C. 90.00 F.C. 90.00 SPIE OGS (Malaysia) SDN Bhd Malaysia MYR F.C. 49.00 F.C. 49.00 SPIE OGS Kish Llc (Iran) Iran (Islamic USD F.C. 100.00 F.C. 100.00 Republic of) SPIE OGS Middle East Llc (Abu Dhabi) United Arab AED F.C. 100.00 F.C. 100.00 Emirates SPIE OGS Asp SDN Bhd (Malaysia) Malaysia MYR F.C. 100.00 F.C. 100.00 SPIE OGS Thailand Ltd Thailand THB F.C. 100.00 F.C. 100.00 * F.C.: Full Consolidation; E.M.: Equity Method.

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Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sonaid (a) Angola NGN F.C. 55.00 F.C. 55.00 SPIE Nigeria Ltd Nigeria NGN F.C. 100.00 F.C. 100.00 SPIE Oil & Gas Services Venezuela Venezuela VEB F.C. 100.00 F.C. 100.00 Enerfor France EUR F.C. 100.00 F.C. 100.00 Ycomaz France EUR F.C. 100.00 F.C. 100.00 Gtmh Nigeria Nigeria NAIRA F.C. 100.00 F.C. 100.00 ASB Projects & Resources Pte Ltd Singapore USD F.C. 100.00 F.C. 100.00 SPIE Oil & Gas Services Saudi Saudi Arabia SAR F.C. 100.00 F.C. 100.00 SPIE Libya Libya USD F.C. 65.00 F.C. 65.00 SPIE OGS Belgium Belgium EUR F.C. 100.00 F.C. 100.00 SPIE Tecnicos de Angola Limitada Angola USD F.C. 75.00 F.C. 75.00 SPIE OGS Vietnam Ltd Vietnam VND F.C. 100.00 F.C. 100.00 SPIE Edgo Energy Ventures Limited United Arab AED F.C. 100.00 F.C. 100.00 Emirates SPIE Oil & Gas Services Pty Ltd (Australia) Australia AUD Dissolved - F.C. 100.00 Plexal Group (Thaïland) Ltd Thailand THB F.C. 100.00 F.C. 100.00 SPIE Oil And Gas Services Pty Ltd Australia AUD F.C. 100.00 F.C. 100.00 Services Petroleum & Industrial Employment United Arab AED F.C. 100.00 F.C. 100.00 (SPIEM) Emirates SPIE OGS Limited (UK) United Kingdom GBP F.C. 100.00 F.C. - SPIE Services Nigeria Ltd Nigeria NGN F.C. 100.00 F.C. 100.00 (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

Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sub-group SPIE Nucléaire SPIE Nucléaire France EUR F.C. 100.00 F.C. 100.00 SPIE DEN France EUR F.C. 100.00 F.C. 100.00 ATMN France EUR F.C. 100.00 F.C. 100.00 SPIE Nucléaire Solutions France EUR Merged - F.C. 100.00 Sub-group SPIE Communications SPIE Communications France EUR F.C. 100.00 F.C. 100.00 Vee Pee France EUR F.C. 100.00 F.C. 100.00 SPIE Infogérance Et Services France EUR F.C. 100.00 F.C. 100.00 * F.C.: Full Consolidation; E.M.: Equity Method.

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Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sub-group SPIE Belgium SPIE Belgium Belgium EUR F.C. 100.00 F.C. 100.00 Vanoverschelde SA Belgium EUR Merged - F.C. 100.00 Vano Electro SA Belgium EUR Merged - F.C. 100.00 Devis NV Belgium EUR F.C. 100.00 F.C. 100.00 Devinoxs NV Belgium EUR F.C. 100.00 F.C. 100.00 Deservis NV Belgium EUR F.C. 100.00 F.C. 100.00 Elerep NV Belgium EUR F.C. 100.00 F.C. 100.00 Uni-D NV Belgium EUR F.C. 100.00 F.C. 100.00 Thermofox NV Belgium EUR F.C. 100.00 F.C. 100.00 Sub-group SPIE Nederland SPIE Nederland B.V. Nederland EUR F.C. 100.00 F.C. 100.00 SPIE Controlec Engineering B.V. Nederland EUR F.C. 100.00 F.C. 100.00 SPIE Czech S.R.O. Czech Republic EUR F.C. 100.00 F.C. 100.00 Kin Sprinkler Techniek B.V. Nederland EUR Merged - F.C. 100.00 Gietwalsonderhoudcombinatie B.V. Nederland EUR E.M 50.00 E.M 50.00 Klotz B.V. Nederland EUR Merged - F.C. 100.00 Gebr. Van Der Donk B.V. Nederland EUR Merged - F.C. 100.00 Gebr. Van Der Donk Civiel B.V. Nederland EUR F.C. 100.00 F.C. 100.00 Infrastructures Services & Projects B.V. Indiana Nederland EUR F.C. 100.00 F.C. 100.00 Electric Engineering Installation B.V. Nederland EUR F.C. 100.00 F.C. 100.00 Sub-group SPIE UK SPIE UK United Kingdom GBP F.C. 100.00 F.C. 100.00 SPIE Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 SPIE WHS Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Garside And Laycock (St Annes) Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Garside And Laycock Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Garside And Laycock Group Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Alard Electrical Ltd United Kingdom GBP F.C. 100.00 F.C. 100.00 SPIE FS Northen (UK) Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 SPIE ENS Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Vehicle Rental Ireland Limited United Kingdom GBP F.C. 100.00 F.C. 100.00 Scotshield United Kingdom GBP F.C. 100.00 F.C. 100.00 SPIE Leven Energy Services Ltd United Kingdom GBP F.C. 100.00 F.C. - * F.C.: Full Consolidation; E.M.: Equity Method.

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Scope 4/4

Country Currency Conso % Conso % method Holding method Holding in 2015* Dec. 31, in 2014* Dec. 31, Entity 2015 2014 Sub-Group SPIE Holding GmbH SPIE Holding GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Deutschland System Integration GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE GmbH Germany EUR F.C. 100.00 F.C. 100.00 Advago S.A. Greece EUR F.C. 51.00 F.C. 51.00 Car.E Facility Management GmbH Germany EUR F.C. 100.00 F.C. 100.00 Car.E Facility Management Kft Hungary HUF F.C. 100.00 F.C. 100.00 FMGO GmbH Germany EUR F.C. 74.90 F.C. 74.90 Host GmbH Hospital Service + Technik Germany EUR E.M 25.10 E.M 25.10 Facility Management Bahrain Wll Bahreïn BHD Liquidated - F.C. 51.00 Schloss Herrenhausen GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Energy Solutions GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Energy Solutions Harburg GmbH Germany EUR F.C. 65.00 F.C. 65.00 SPIE Hellas S.A. Greece EUR Outgoing - F.C. 100.00 SPIE Hungaria Kft Hungary HUF Outgoing - F.C. 100.00 SPIE Polska Sp Z.O.O Poland PLN F.C. 100.00 F.C. 100.00 SPIE Schweiz Ag Switzerland CHF F.C. 100.00 F.C. 100.00 Stadion Nuernberg Betriebs GmbH Germany EUR Outgoing - F.C. 74.90 G. Fleischhauer Ing. – Buro Anlagen Leasing Germany EUR Merged - F.C. 100.00 GmbH G. Fleischhauer GmbH Germany EUR F.C. 100.00 F.C. 100.00 SPIE Fleischhauer Germany EUR F.C. 100.00 F.C. 100.00 G. Fleischhauer TV Communications GmbH Germany EUR Merged - F.C. 100.00 G. Fleischhauer Verwaltungs GmbH Germany EUR Merged - F.C. 100.00 Cromm Und Co. GmbH Germany EUR F.C. 100.00 F.C. 100.00 Sub-group SPIE ICS (ex-Connectis) SPIE ICS AG Switzerland CHF F.C. 100.00 F.C. 100.00 Softix AG Switzerland CHF Merged - F.C. 100.00 * F.C.: Full Consolidation; E.M.: Equity Method.

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20.1.2. 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, 2015.

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II. Justiﬁcation of our assessments In accordance with the requirements of article L. 823-9 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 14.2. 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 18.2. 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 20th, 2016

The statutory auditors

PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas

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20.2. COMPANY’S STATUTORY STATEMENTS

20.2.1. Company’s annual statutory statements for the financial year ended December 31, 2015

CONTENTS 1. ASSETS BALANCE SHEET ...... 232 12. PREPAID INCOME & EXPENDITURE ...... 251

2. LIABILITIES BALANCE SHEET ...... 233 ADDITIONAL INFORMATION RELATIVE TO THE INCOME STATEMENT ...... 252 3. INCOME STATEMENT ...... 234 1. BREAKDOWN OF REVENUES ...... 252 4. NOTES TO THE ANNUAL ACCOUNTS ...... 236 2. FINANCIAL INCOME ...... 252 1. SIGNIFICANT EVENTS ...... 236 3. EXCEPTIONAL INCOME ...... 253 2. ACCOUNTING RULES AND METHODS ...... 237 4. TRANSFERS OF EXPENDITURE ...... 253 ADDITIONAL INFORMATION RELATIVE TO THE BALANCE SHEET ...... 240 5. WORKFORCE ...... 254 1. FIXED ASSETS ...... 240 6. REMUNERATIONS ALLOCATED TO THE EXECUTIVE OFFICERS ..254 2. AMORTISATIONS ...... 242 7. INCOME TAXES ...... 254 3. STOCKS AND WORKS IN-PROGRESS ...... 243 FINANCIAL LIABILITIES AND OTHER INFORMATION ...... 255 4. PROVISIONS ...... 243 1. COMMITMENTS GIVEN ...... 255

5. RECEIVABLES AND DEBTS ...... 244 2. COMMITMENTS RECEIVED ...... 255

6. AFFILIATED COMPANIES: ELEMENTS PERTAINING 3. MANAGEMENT OF THE RATE RISK ...... 255 TO SEVERAL BALANCE SHEET ITEMS ...... 246 4. FINANCIAL LEASING ...... 256 7. EQUITY INCREASE/DECREASE ...... 247 5. DEFERRED TAXATION ...... 256 8. NUMBER AND PAR VALUE OF THE COMPONENTS OF THE SHARE CAPITAL ...... 250 6. LIST OF SUBSIDIARIES AND EQUITY INTERESTS ...... 257

9. INFORMATION RELATIVE TO MERGER AND SIMILAR 7. IDENTITY OF CONSOLIDATING COMPANIES ...... 258 OPERATIONS ...... 250 8. OTHER OPERATIONS NOT RECORDED ON THE BALANCE 10. EXPENSES PAYABLE ...... 250 SHEET ...... 258

11. INCOME RECEIVABLE ...... 251 9. PERSONNEL BENEFITS: ...... 259

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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 148,164,574 148,164,574 Other intangible fixed assets Advances on intangible fixed assets Total intangible fixed assets 148,164,574 148,164,574 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 1,440,669,595 856,000,102 Receivables concerning equity interests Other capitalised securities Loans Other financial assets Total financial assets 1,440,669,595 1,440,669,595 856,000,102 Total Fixed Assets (II) 1,588,834,169 1,588,834,169 856,000,102 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 2,242,922 885,620 Other receivables 313,880,434 313,880,434 163,713,627 Unpaid called-up share capital Total Receivables 316,123,356 316,123,356 164,599,247 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) 318,837,163 318,837,163 166,849,460 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 1,022,849,562

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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. 1,170,496,439 356,706,639 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) 1,442,812,331 370,350,550 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 408,041,171 596,829,863 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) 459,699,831 648,793,820 Unrealised losses (V) GENERAL TOTAL – LIABILITIES (I TO V) 1,907,671,332 1,022,849,562

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3. Income Statement

Financial year 2015 Financial year 2014 Income Statement (in euros) France Export 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 72,366 184,124 Other income 8,053 418 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 111,917 210,141 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 42,518 379,314 Reversals on provisions and transfers of expenses Exchange rate gains 41 Net income on assignments of investment securities Total financial income (V) 219,203,798 379,314 Financial allocations to amortisations and provisions 136,714 167,926 Interest and similar expenditure 45,919,117 44,560,208 Exchange rate losses 211 167 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)

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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)

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4. Notes to the annual accounts

The balance sheet total for the financial year having ended The conditions of subscription provided a gross employer’s on December 31, 2015 amounts to €1,907,671,332.08. The contribution to be paid respectively by each employer company company generated an income of €184,830,230.42 for the of the SPIE Group under the following conditions: financial year. • at the level of 100% up to €1,000 payment of each employee The financial year has a duration of 12 months, covering the subscriber; period from January 1, 2015 to December 31, 2015. • at the level of 50% from €1,000.01 to €3,000 payment of each employee subscriber; • and at the level of 20% above €3,000 payment of each 1. Signiﬁcant Events employee subscriber. The maximum amount of €5,400 gross employer’s contribution 1.1. Initial Public Offering of June 10, 2015 that could be applied corresponds to the limit authorised by The company was floated on the Euronext Paris stock market the legislation. on June 10, 2015. The payment made by the company for the gross employer’s Prior operations on the share capital linked to the Initial contribution of the FCPE sub-fund “SPIE Actionnariat 2015” Public Offering are described in section 7 “Equity Increase/ amounts to €4,400. Decrease” of the note “Additional Information relative to the This employer’s contribution was recorded in personnel Balance Sheet”. expenses in the company accounts. In order to simplify the Group’s organization, the holding companies Clayax Acquisition 3 SAS and Clayax 1.3. Process to Reﬁnance the Financial Debt Acquisition 4 SAS, respectively direct and indirect subsidia- On December 3, 2014, the Board of Directors of SPIE SA ries of SPIE SA, were merged into SPIE SA in the context adopted decisions which consisted of undertaking operations of the Group’s IPO, with retroactive effect as of January 1, to refinance the debt of the Group, which were materialised on 2015. This results in a technical merger loss for an amount January 13, 2015 in the following operations: of €146.1 million and the continued recognition of excep- tionnal amortization of acquisition costs for the shares of • drawdown of an additional finance facility “Facility E” of Financière SPIE (€39 million) amortized over 60 months and €625 million; whose residual amortization period is scheduled to end in • issuance of “2nd Lien Bonds” in the sum of €185.6 million; August 2016. • redemption of the High Yield Bonds in their entirety for a sum of €375 million; 1.2. Employee Share Ownership Plan and • early repayment of the Loan granted by Clayax employer’s contribution paid within the Acquisition Luxembourg 5 SCA (majority shareholder of framework of the establishment of the SPIE SA) in the sum of €430.5 million, in principal and sub-fund “SPIE Actionnariat 2015” of the accrued interest. Employee Mutual Fund (FCPE) On June 11, 2015, within the framework of its Initial Public An offer to subscribe to the share capital of SPIE SA reserved Offering, the Group repaid all its finance facilities, in order to to employees, within the framework of the existing SPIE Group draw on those governed by a new Senior Credit Facility signed Savings Plan (“PEG”), was initiated on October 1, 2015. on May 15, 2015.

The subscription achieved 97% of the maximum authorised SPIE SA thus contracted a first rank term loan (Facility A) of amount of €55 million. a maturity of five years with “bullet” repayment for a sum of €408,039,933 nominal as of June 11, 2015. This new senior Pursuant to the legal provisions, an offer for subscription of credit facility bears interest at a variable rate indexed to the SPIE SA shares (holding company of the SPIE Group), to the Euribor 1 month increased by a margin at a rate between benefit of employees members of the SPIE Group Savings Plan, 2.625% and 1.625% per year, depending on the level of was undertaken during December 2015, via a new sub-fund leverage (Net Debt/EBITDA) of the SPIE Group during the last “SPIE Actionnariat 2015” specially created for this operation closed semester. within the employee mutual fund (FCPE) set up in 2011.

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The other intangible fixed assets are amortised according to 2. Accounting Rules and Methods their duration of use.

The annual accounts for the financial year 2015 are presented Research and development costs are not capitalised. in compliance with the general rules applicable in the matter and in accordance with the prescription of the General Chart 2.4. Tangible Fixed Assets of Accounts and the Professional Chart of Accounts for The tangible fixed assets are valued at the acquisition cost Building and Public Works Industries, and with respect for the excluding interest from specific loans. principles of prudence and continuity, in compliance with the following basic assumptions: Productions of fixed assets by the company do not include financial costs or Registered Office costs. • continuity of operation; Amortisations are calculated in accordance with the linear or • permanence of methods; sliding scale method according to the planned duration of use. • independence of financial years. The durations of amortisation generally used are as follows: The basic method used to evaluate the elements recorded in the accounts is the historic costs method. • buildings: 20 to 30 years; • site equipment and tools: 4 to 30 years; 2.1. Recognition of Revenues • fixed equipment and tools: 8 to 30 years; Since 2013, SPIE SA has provided services which are • transport vehicles: 4 to 30 years; re-invoiced to SPIE Operations in compliance with a service provision agreement signed on December 21, 2012. • IT office equipment: 4 to 10 years. 2.5. Capitalised Securities 2.2. Afﬁliated Companies Securities are presented on the balance sheet at their The amounts that are indicated in the different tables concer- purchase cost. ning the affiliated companies relate to operations undertaken with the subsidiaries of SPIE Operations and the company Equity securities are the subject of a systematic impairment SPIE SA. test upon closure which leads to recording of a depreciation when the current value of the securities owned falls below its 2.3. Intangible Fixed Assets net book value. The intangible fixed assets mainly include the goodwill, the However, as the cash current account is the primary receivable merger deficit and the software. with immediate liquidity, the provision relates to this as a priority. In particular, the intangible fixed assets integrate a technical merger deficit which results from the merger of Clayax Purchase cost of equity securities: Acquisition 3 and Clayax Acquisition 4. Owing to the change in tax legislation introduced by the 2007 The goodwill is not amortised. It is the subject of a systematic Finance Act, and relative to the treatment of purchase costs of impairment test upon closure where there is an indication of equity securities, the Emergency Committee of the CNC gave impairment loss, which leads to recording of a depreciation the possibility to companies having opted in 2005 for their when its current value is less than its net book value. immediate deductibility to modify the accounts treatment option selected in 2005, only for equity securities as defined The technical merger or combination deficit resulting from in Article 39-1-5 of the French General Tax Code. operations of mergers or universal transfers of assets are recorded on the assets and are not amortised. They are the Consequently the purchase costs incurred by the company subject of an impairment test where there is an indication of during the financial years having ended since December 31, impairment loss. 2006, and linked to the acquisition of equity securities during these same financial years, are now integrated into the cost The software is amortised over a duration of 12 months in price of the securities and are tax deductible by means of accordance with the linear method. amortisation over a period of five years, in compliance with the terms defined by the French General Tax Code Art. 209-VII.

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2.6. Stocks and Products in Progress 2.10. Later Monitoring of the Value of Assets N/A. Pursuant to CRC Regulation 2002-10, a check for indication of impairment loss is undertaken on all assets. Where appli- 2.7. Receivables and Debts cable, the recoverable value of these assets is assessed and a provision for depreciation is recorded if the book value is Receivables and debts were recorded at their nominal value. greater than the recoverable value. As necessary, receivables and debts denominated in foreign currency are revalued and recorded at the price of 2.11. Provisions for Liabilities and Charges December 14, 2015, with a view to accelerating the closure A provision is constituted when the company has a legal, process. The exchange rate differences between December 14, regulatory or contractual obligation resulting from prior 2015 and December 31, 2015 do not entail any significant events, when it is probable that an outflow of resources will be impact on the valuations of the receivables and debts deno- necessary to extinguish the obligation, and when the amount minated in foreign currency. of the obligation can be reliably valued. Bad debts, where applicable, give rise to the recording of provi- The provisions constituted result from disputes over business, sions for impairment, determined, on a customer-by-customer commercial or labour tribunal litigation, or other risks. basis, according to the assessment of the risk of non-recovery. Receivables overdue by more than six months are also the Generally, each of the known disputes is the subject of subject of a provision. examination on the date of drawing up the accounts, and, after any opinions of external advisors, the provisions deemed The Group cash current accounts are governed by cash agree- necessary are constituted to cover the estimated liabilities. ments between the parent company and its subsidiaries for a duration of one year, renewable tacitly unless terminated by The provisions for risks also include the estimated losses on one of the parties. completion on business outstanding which is provisioned for the part not yet executed. The compensation rates are calculated in accordance with the following criteria: 2.12. Personnel Commitments • at the EONIA rate reduced by 1/16th per cent per annum for interest relative to the surplus cash invested; 2.12.1. Pension Liabilities and Similar Beneﬁts • at the EONIA rate increased by 1/4 per cent for interest Since January 1, 2005, the company has applied CNC relative to the cash requirements financed. recommendation 2003-R.01 of April 1, 2003 on the rules of accounting and valuation of pension liabilities and similar 2.8. Treasury shares benefits.

After the IPO on June 10, 2015, the company SPIE SA holds 390 The liabilities of the company resulting from defined treasury shares corresponding to the unassigned fractional benefit plans, and their cost, are valued by an independent shares consecutive to: actuary in accordance with the projected credit units method. • the stock split and consecutive division of the ordinary This method consists of valuing the liabilities according to shares nominal value reduced from 1 euro (€1) to approxi- the projected final salary, and the determined benefits in mately €0.46; accordance with the provisions of the collective agreement, company agreements or legal rights in force. • the merger between the company SPIE SA, as absorbing company, and each of the four Management companies, These plans are either partially financed, with their assets as absorbed companies. being then managed separately and independently from The book value of the 390 treasury shares amounts to those of the company, or unfinanced. The unfinanced part is €7,020.00. It is registered in the account “50200 – Treasury the subject of a provision for pensions on the balance sheet. shares” as of December 31, 2015. For the defined post-employment benefits, actuarial differences representing more than 10% of the amount of 2.9. Cash Assets & Bank Facilities in the liabilities or the market value of the investments are Currency amortised over the residual average duration of presence Where applicable, cash assets and bank facilities denominated of the employees within the company. Actuarial differences in foreign currency are discounted and recorded at the closing representing less than 10% are not recorded. The cost of past price of the financial year. services is amortised, in accordance with a linear method, over

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the average duration remaining until the corresponding rights 2.12.3. Individual Employee Training Rights (DIF) are acquired to the personnel. and Personal Training Account (CPF) The pension provision is calculated to the benefit of active Law 2004-391 of May 4, 2004 on professional training throu- personnel, Management and ETAM (employees, technicians, ghout life and social dialogue, modifying Articles L. 933-1 to supervisors). Labourers’ lump sum payments on retirement L. 933-6 of the French Employment Code, gives employees are covered by an inter-company defined contribution scheme benefiting from a private indefinite-term employment contract (Caisse BTP/CNPRO plans). Not having information making it an individual right to training of a duration of a minimum of possible to allocate the share of the obligations and assets, 20 hours per year, which could be accumulated over a period this plan is recorded as a defined contribution scheme. of six years (limited to 120 hours).

The annual expenditure recorded over the financial year for From January 1, 2015, the Personal Training Account (CPF) the defined benefits plans represents the rights acquired over replaced the DIF and enables every employee, throughout their the period by each employee corresponding to the cost of career, to benefit from an individual employee training right services delivered, the financial cost linked to the discounting whereby the aggregate will rise, for its maximum, from 120 to of liabilities, the income expected from investments, the amor- 150 hours of training over nine years (20 hours per year for the tisation of actuarial differences, and the costs of past services first 6 years, then 10 hours per year for the next three years). resulting from any plan changes, plus the consequences of any Employees’ DIF rights are kept and continue to exist alongside reductions and liquidations of plans. the CPF: the DIF rights can be used until exhausted, and by With regard to the valuation of the pension liabilities, the 2020 at the latest. assumptions used by the company on the terms of departure The monitoring of the aggregate volume of training hours of its employees (voluntary retirement, retirement age at full corresponding to the rights acquired under the DIF and the rate) correspond to the full rate in accordance with the Fillon CPF, and monitoring of the volume of hours of training not law from a default career start age and taking account of the having given rise to a request, are now decentralised and can 2013 reform (progressive increase of one quarter every three be viewed through an internet portal only accessible to holders years of the duration of contribution required to benefit from of a CPF account. a full rate pension; this duration will be raised to 43 annual payments from the 1973 generation). These terms also take 2.13. Income Statement account of the progressive increase of the legal minimum retirement age from 60 to 62 years (2010 reform), and the Decree The exceptional income and expenditure are constituted from of July 2012 which extended the early retirement system for the significant elements which, owing to their type, their long careers to insured parties giving evidence of starting work unusual nature and their non-recurrence, cannot be consi- before the age of 20. dered as inherent to the operational activity of the company.

2.12.2. Other Long Term Beneﬁts 2.14. Post-Closure Events For the other long term benefits, the liabilities are valued N/A. 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.

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Additional information relative to the balance sheet

1. Fixed Assets

Gross value at Increases the start of the Box A financial year Revaluation Acq. and Fixed assets 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 1,588,834,169

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Reductions Gross value Revaluation at the end of Box B Transfer Assignmentthe financial Original Fixed assets 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, Financial assets assignments and contributions a) The principal acquisitions comprise: N/A.

Intangible ﬁxed assets b) The principal assignments comprise: outflow of Clayax Acquisition 3 equity securities for €856,000,102 owing to a) The principal acquisitions comprise: merger. - Technical merger deficit of Clayax Acquisition 3 and c) The contributions comprise: Clayax Acquisition 4 for a sum of €148,164,574. - Financière SPIE equity securities for €1,440,669,595 b) The principal assignments comprise: N/A. resulting from the merger of Clayax Acquisition 4 c) The contributions comprise: N/A.

Tangible ﬁxed assets a) The principal acquisitions comprise: N/A. b) The principal assignments comprise: N/A. c) The contributions comprise: N/A.

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2. Amortisations

N/A.

Box A Situation and movements of amortisations of the financial year Start of the Increase Reductions End of the Amortisable fixed assets financial year financial year 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)

Box B Breakdown of movements affecting the provision for exceptional amortisations Allocations Reversals End of the financial Differential Sliding Exceptional Differential Sliding Exceptional year Fixed assets of duration scale mode tax amort. of duration scale mode tax amort. 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

Expenditure distributed Start of the Augment. Reductions End of the Box C over several financial years financial year financial year Loan issue costs to be amortised Bond redemption premiums

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3. Stocks and Works In-Progress

N/A.

4. Provisions

Start of the Allocations Reversals End of the Nature of the provisions financial year 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 1,412,234 505,124 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 1,412,234 505,124 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 9,218,405 505,124 38,985,913 Of which operating allocations and reversals 1,275,521 505,124 Of which financial allocations and reversals 136,714 Of which exceptional allocations and reversals 7,806,171 Depreciation of equity-accounted securities

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Comments on the principal signiﬁcant of January 1, 2015, a provision was recorded for pensions provisions by category attached to the employees of Clayax Acquisition 4 for an amount of €546,868; Regulated provisions: in the column “start of the financial year,”* the provision for exceptional amortisations of the costs b) the allocation of provisions for lump sum payment on of acquisition of the Financière SPIE securities which appears retirement include the valuation of services for an amount for a sum of €26,020,572 results from the merger of Clayax of €1,275,520 et and financial part linked to the costs of Acquisition 4 with retroactive effect as of January 1, 2015. 8 discounting the provision for an amount of €136,713; months remain to be amortised over the financial year 2016. c) reversals of provisions result from the transfer of employees of SPIE SA to SPIE Operations for an amount Provisions for liabilities and charges: of €505,124. a) in the column “start of the financial year”, following the merger of Clayax Acquisition 4 with retroactive effect as

5. 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 296,384,411 296,384,411 Miscellaneous debtors 542,094 542,094 Total receivables linked to the circulating assets 316,123,356 316,123,356 Prepaid expenditure 2,674,258 2,674,258 TOTAL RECEIVABLES 318,797,614 318,797,614 Loans granted during the financial year Repayments obtained during the financial year Loans and advances granted to shareholders

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Box B Gross Up to One to More than Statement of debts amount one year five years 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 408,039,934 408,039,934 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 493,272 493,272 State and other public authorities Income tax 363,272 363,272 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 51,659,898 408,039,934 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

The fraction of debts represented by commercial transfers • €296,384,411 on other receivables, which mainly concern amounted to -€239,477 as of December 31, 2015. cash advances and the tax consolidation current account;

The principal operations with the affiliated companies repre- • €759,216 on trade debts and related debts; sent a sum of: • €40,394,370 on other debts, which concern the tax consolidation current account. • €1,440,669,595 on the equity securities; • €2,235,242 on trade accounts receivable and related receivables;

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6. Afﬁliated Companies: elements pertaining to several balance sheet items

Amount concerning companies 12/31/2015 affiliated with a holding Debts/ receivables repres. connection by commercial papers Advances and deposits paid on fixed assets Intangible Tangible

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 294,467,214 294,467,214 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 41,153,586

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7. Equity Increase/Decrease

Opening Increase Reduction Dist. Appropriation Contributions Closure Dividends of earnings and mergers Equity N-1 Share or individual capital 39,634,070 28,205,124 8,469,450 13,046,050 72,415,794 Issue, merger, contribution 356,706,639 905,169,250 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 (26,156,074) 184,830,230 (26,156,074) 184,830,230 year 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 to a total number of 72,449,303. This operation was defini- As of January 1, 2015, the share capital of SPIE SA, in the tively completed on June 9, 2015; sum of €39,634,070.00, comprised 39,634,070 shares (of which • a first cash capital increase, reserved to Luxembourg 33,596,102 ordinary shares, 4,337,968 A preferred shares and company Clayax Acquisition Luxembourg 2 S.à r.l. by 1,700,000 B preferred shares) of a par value of €1.00. capitalisation of its entire receivable held over SPIE SA by Clayax Acquisition Luxembourg 5 SCA, which this had first As of December 31, 2015, the share capital of SPIE SA assigned to Clayax Acquisition Luxembourg 2 S.à r.l. amounted to €72,415,793.32 divided into 154,076,156 ordinary shares, all of the same category, of a par value of €0.47. This capital increase, the definitive completion of which was recorded by the Board of Directors on June 11, 2015, During 2015, the operations on the share capital of SPIE SA amounted (including issue premium) to €173.4 million, were as follows: and gave rise to the issue to the benefit of Clayax Acquisition Luxembourg 2 S.à r.l. of 10,511,677 new Prior operations on the share capital linked ordinary shares at the Initial Public Offering Price, being to the initial public offering of June 10, 2015 €16.50 per share; The Extraordinary and Ordinary Shareholders’ General • the merger between SPIE SA, in the capacity of absorbing Meeting of SPIE SA, and the two Special Meetings of Preferred company, and each of the four Management companies Shareholders (respectively of categories A and B), all dated (SPIE 20 RA, SPIE 20 PP, SPIE 350 RA et SPIE 350 PP) in June 9, 2015, adopted the following resolutions, modifying the capacity of absorbed companies, and which since 2011 the characteristics and amounts of the share capital and the brought the shareholding body of managers and directors consolidated reserves of the Group: of the Group to the level of 14.2% of the share capital of SPIE SA. • division of the par value of the ordinary shares of SPIE SA, The application of the exchange ratio between the shares of in order to reduce it from one euro (€1) to around €0.46 each of the Management Companies and those of SPIE SA, per ordinary share, and the correlative multiplication of the considering the Initial Public Offering Price decided on number of ordinary shares composing the share capital of June 9, 2015, required: SPIE SA, which thus rose from 33,596,102 ordinary shares - the issuance of 28,133,538 new ordinary shares,

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- the cancellation of 3,385,943 ordinary shares received shares. The costs of the capital increase, in the sum of by SPIE SA within the framework of the merger of the €23.1 million, were recorded for an amount net of taxes of Management companies, €15.2 million in equity reduction.

- the cancellation of 2,357,958 ADP A (A preferred shares) The merger between Clayax Acquisition 4 SAS, in the received by SPIE SA within the framework of the merger capacity of absorbed company, and SPIE SA, in the capacity of the Management companies, of absorbing company, at the end of which the latter held - the cancelation of all existing 1,700,000 ADP B (B 1,857,498 of its own ordinary shares previously received by preferred shares) received by SPIE SA within the Clayax Acquisition 4 SAS within the framework of the merger framework of the merger of the Management companies. of the Management companies.

These operations, the definitive completion of which was Within the framework of this merger, on June 11, 2015 all recorded by the Board of Directors on June 11, 2015, these treasury shares were cancelled, which gave rise to a generated a reduction in equity in the sum of €3.4 million; reduction in equity of a total amount of €30.6 million. • a second cash capital increase, reserved for Luxembourg At the end of all these operations, on June 11, 2015 the share company Clayax Acquisition Luxembourg 2 S.à r.l. through capital of SPIE SA amounted to €69,557,816.17, divided into capitalisation of its entire receivable held over SPIE SA, 150,000,000 ordinary shares, all of the same category. results from the merger between SPIE SA and the Management companies. Capital increase by raising the par value This capital increase, the definitive completion of which of the shares on October 29, 2015 was recorded by the Board of Directors on June 11, 2015, amounted (including issue premium) to €2.7 million, and On October 29, 2015, the Board of Directors, using the delega- gave rise to the issue to Clayax Acquisition Luxembourg 2 tion granted to it by the Mixed Shareholders’ General Meeting S.à r.l. of 160,710 new ordinary shares at the Initial Public of May 7, 2015, decided to undertake, on this date, an increase Offering Price, being €16.50 per share. in the share capital of SPIE SA by raising the par value of the existing shares, in order to raise it from around €0.4637 to • the conversion into new ordinary shares of SPIE SA of the €0.47 per share by incorporation of premiums. This resulted 1,980,010 ADP a (A preferred shares) still existing (i.e. the in a capital increase of a total amount of €942,183.83, and the ADP A which were not cancelled within the framework of share capital of SPIE SA was thus raised from €69,557,816.17 the merger of the Management companies), on the basis to €70,500,000 divided into 150,000,000 ordinary shares fully of an exchange ratio defined in compliance with the Initial subscribed. Public Offering Price decided on June 9, 2015. This operation, the definitive completion of which was Employee share ownership plan recorded by the Board of Directors on June 11, 2015, did “share for you” 2015 – capital increase not change the amount of the Equity of the Group, but generated the following share movements: on December 10, 2015 - the issue of 1,563,971 new ordinary shares, On July 28, 2015, the Board of Directors, using the delegation granted to it by the Mixed Shareholders’ General Meeting of - the cancellation of 1,980,010 ADP A (A preferred shares). May 7, 2015, decided on the principle of a capital increase At this stage, there were no preferred shares left, and the of SPIE SA reserved to employees, former employees, and share capital of SPIE SA was composed only of ordinary corporate officers eligible of the Company and its French and shares of a par value of around €0.46. foreign subsidiaries, held directly or indirectly, members of a company savings plan of the SPIE Group, within the limit of a Initial public offering of June 10, 2015 maximum amount of €68.75 million including issue premium The floatation on the Euronext Paris stock market was (before discount and including employer’s contribution), accompanied by a capital increase of SPIE SA, the definitive and delegated to the Chairman and Chief Executive Officer completion of which was recorded by the Board of Directors the powers necessary to undertake this operation. Acting on June 11, 2015, of an amount (including issue premium) of within the framework of this delegation, the Chairman and €700 million through the issue of 42,424,242 new ordinary Chief Executive Officer fixed the final terms of the offer in a

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decision dated September 29, 2015, and set out in particular Rolled out in 13 countries, this offer recorded a subscription (i) the dates of the subscription period, which was open from rate representing almost 43% of the workforce of the Group. October 1, to October 12, 2015 (inclusive), and (ii) the subscrip- With the employee share ownership plans already existing, tion price of one SPIE share at €13.05. almost 20,000 employees (53% of the workforce) are now shareholders of SPIE SA, and hold 4.7% of its share capital. In a decision of December 10, 2015, the Chairman and Chief The subscribers achieved a sum of €53.2 million, at the subs- Executive Officer recorded the definitive completion of this cription price of €13.05 per share, after discount of 20% to the capital increase through issue of a total number of 4,076,156 benefit of employees of the Group applied to a reference price new ordinary shares at the unit price of €13.05, being an established at €16.32. increase in the total nominal amount of the share capital of SPIE SA of €1,915,793.32, and the recording of an issue At the end of all these operations, on December 10, 2015 the premium of €51,278,042.48, from which it was decided to share capital of SPIE SA amounted to €72,415,793.32, divided deduct the sums necessary to the allocation of a legal reserve into 154,076,156 ordinary shares of a par value of €0.47. On supplement corresponding to the newly created shares, being December 10, 2015, after definitive completion of the capital a sum of €7,233,283.57, and to record the costs of the capital increase reserved to employees, the distribution of the holding increase. of the share capital of SPIE SA was as follows:

Number of shares Percentage holding Total Consortium(1) 63,774,470 41.39% Managers(2) 20,416,275 13.25% of which Gauthier Louette 2,434,396 1.58% Employee shareholding(3) 7,280,848 4.73% Caisse de Dépôt et Placement du Québec(4) 6,100,000 3.96% Public 56,504,172 36.67% Self-held 391 0.0% TOTAL 154,076,156 100.0% (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, 2015. (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.

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8. Number and par value of the components of the share capital

Number at Created Redeemed Number as of Par value start of the during the during the 12/31/2015 financial financial financial year year year Ordinary shares 33,596,102 125,723,495 5,243,441 154,076,156 0.47 Amortised shares Priority dividend shares (without voting right) 6,037,968 6,037,968 1 Preferred shares Company shares Investment certificates TOTAL 39,634,070 125,723,495 11,281,409 154,076,156

The operations on the share capital are summarised in section 7 “Equity Increase/Decrease”.

9. Information relative to merger and similar operations

Valuation of Merger surplus Merger deficit Interim losses recorded contributions in sub-account of the Company absorbed Equity Income Assets Income merger premium Clayax Acquisition 3 637,711,698 188,880,587 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 €1,440,669,595.

10. 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 9,179,137

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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 7,681

12. 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.

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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.

Amount Breakdown of revenues (Financial year N) E-fficient buildings Energies Services to industries 4,442,361 Smart city TOTAL REVENUES 4,442,361

2. Financial Income

The financial income amounted to €173,147,756 as of December 31, 2015.

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

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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, 2015.

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 €78,086.

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5. Workforce

Average salaried workforce Workforce N N-1 Managers 7.6 5 ETAM [clerical, technical and supervisory staff] Labourers TOTAL 7.6 5

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 24-18 of Decree 83-1020 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 Exceptional Equity Tax credits Holdbacks income income interest 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 0 0 0 INCOME AFTER TAX 192,939,619 (7,812,698) 0 296,770

Method used Tax consolidation The tax corrections have been reclassified according to their The company has been placed under the regime of tax nature in current income, exceptional income and equity consolidation. interest. 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 2015.

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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: N/A. • Discounted effects not due: N/A. • Balancing subsidies: N/A. • Director shares: 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.

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4. Financial Leasing

N/A.

5. Deferred Taxation

Description 31/12/2015 31/12/2014 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 liabilities(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 141,221,000 141,333,098 Total bases for reducing the future tax debt 146,382,191 145,040,936 Total future tax assets(1) 50,404,268 49,942,429 NET SITUATION (38,756,593) (49,942,429) (1) Tax rate: 34.43 34.43 Of which normal corporate income tax rate: 33.33 33.33 Social contribution on tax: 3.30 3.30

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6. List of Subsidiaries and Equity Interests

Share Reserves and Share of Book values of Loans and Amount of Tax- Income for Dividends capital carry forward capital securities held advances bonds and exclusive the last received before held granted not endorsements revenues financial by the appropriation (%) Gross Net yet repaid given by the of last year company of earnings company financial during Subsidiaries and equity year financial interests year A. Detailed information(1) (2) Subsidiaries (+50% 1,440,669,595 1,440,669,595 261,751,799 of share capital held by the company) Financière SPIE 678,517 369,214,579 100% 1,440,669,595 1,440,669,595 261,751,799 0 164,127,350 196,727,045

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.

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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 €72,415,793.32

Company registered under French law

Campus Saint-Christophe – Europa

10, avenue de l’Entreprise

95863 Cergy-Pontoise Cedex

RCS Pontoise 532 712 825

8. Other Operations not recorded on the Balance Sheet

The company has no operation with the affiliated parties to mention.

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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, 2015 16,543,621 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, 2015 16,519,897 Hedging of liabilities Market value of funds invested as of January 1, 2015 9,469,436 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, 2015 8,764,596 Expenditure 2015 - 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.

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20.2.2. 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, 2015.

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II. Justiﬁcation of our assessments In accordance with the requirements of article L. 823-9 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. 225-102-1 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 20th, 2016

The statutory auditors

PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas

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20.3. AUDITORS’ FEES

The fees (excluding taxes) paid to the auditors for the financial years 2014 and 2015 are shown below:

Ernst & Young et Autres PricewaterhouseCoopers Audit In thousands % In thousands % of euros of euros (Tax excluded) (Tax excluded) 2015 2014 2015 2014 2015 2014 2015 2014 Audit services Independent audit, certification, review of the parent company and consolidated financial statements • SPIE SA 406 169 16.22 5.06 320 160 15.32 7.96 • Fully consolidated subsidiaries 1,594 1,708 63.68 51.14 1,224 890 58.59 44.26 Other work and services directly related to the audit engagement • SPIE SA 434 993 (1) 17.34 29.73 398 757 (1) 19.05 37.64 • Fully consolidated subsidiaries 14 450 0.56 13.47 34 22 1.63 1.09 Sub-total 2,448 3,320 97.80 99.40 1,976 1,829 94.59 90.95 Other services rendered by the networks to the fully consolidated subsidiaries • Legal, tax, social security - - - - 113 181 5.41 9.00 • Other 55 20 2.20 0.60 - - - - Sub-total 55 20 2.20 0.60 113 181 5.41 9.00 TOTAL 2,503 3,340 100.00 100.00 2,089 2,011 100.00 100.00 (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).

20.4. 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, 2015.

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20.5. DIVIDEND DISTRIBUTION POLICY

The Company paid no dividend for the financial years ended The Group’s future dividend distribution policy is described in December 31, 2013 and 2014. 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, 2016.

20.6. LEGAL PROCEEDINGS AND ARBITRATION

Due to the complex nature of the services provided by the of this amount was reimbursed to the Group by AMEC in Group and the multiplicity of its customers, the Group may accordance with the indemnity undertaking made to the be involved in legal, arbitration, administrative or regulatory Group by AMEC in connection with the AMEC’s 2006 sale of proceedings in the normal course of its business. The Group the Group to PAI Partners (pursuant to which AMEC is required records a provision as soon as there is sufficient probability to reimburse the Group, for certain disputes, up to 90% of that such disputes result in costs to be paid by the Company amounts paid by the Group as a result of a court order, the or by one of its subsidiaries, and the amount of such costs can “AMEC Indemnity Undertaking”). In March 2013, the Paris be reasonably estimated. Court of Appeal dismissed the appeal of SPIE Sud-Ouest which therefor filed an appeal before the French Supreme Court As of the date of this Registration Document, the Group (Cour de cassation). has no knowledge of any governmental, legal or arbitration proceedings (including any proceedings of which the Group In a judgment dated October 2014, the French Supreme Court is aware, either pending or threatened) other than those reversed the decision, but only regarding the confirmation of described below, that could have or has had, during the last the amount of the penalty imposed against SPIE Sud-Ouest, twelve months, significant impacts on the financial position or the decision of the Paris Court of Appeal of March 2013 and profitability of the Company or the Group. sent the parties back to the Paris Court of Appeal sitting in a different formation. In a decision dated January 2016, the As of December 31, 2015, the total amount of the Group’s Paris Court of Appeal reduced the monetary sanction of SPIE provisions for litigation amounted to €42.4 million. Sud-Ouest to an amount of €4.5 million. This decision is being appealed before the French Supreme Court (Cour de cassation). 20.6.1. Anti-competitive practices in South-Western France 20.6.2. Recourse of the In a decision in October 2011, the French competition authority Île-de-France Region – (Autorité de la concurrence française, the ADLC) convicted Lycées of Île-de-France ten companies, including SPIE Sud-Ouest, on the grounds In a decision of May 2007, the French Competition Council that between 2003 and 2005, they had engaged in concerted (Conseil de la concurrence), which became the ADLC, practices with competitors in connection with calls for tender condemned that several companies, including certain Group in the electrification and electrical installation markets in the companies, on the grounds that between 1991 and 1996, Southwest region of France. The ADLC ruled that artificially they had engaged in anti-competitive practices in connection high prices resulted from those practices and ordered SPIE with the award of contracts to renovate secondary school Sud-Ouest to pay a fine of €5.1 million. In November 2011, buildings in the Île-de-France region. In February 2010, SPIE Sud-Ouest filed an appeal of this decision before the on the basis of this ruling, the Île-de-France Region filed Paris Court of Appeal, contesting the grounds of the sentence with a claim before the Paris Civil Court of First Instance and the amount of the fine. However, in 2012, SPIE Sud-Ouest (tribunal de grande instance) to obtain that the companies and paid the fine it was ordered to pay. It is specified that 90%

(1) Representing approximately 40% of the adjusted consolidated net income attributable to the Group, which for 2015 amounted to €192.7 million (see the adjusted net income attributable to the Group reconciliation table included in Chapter 3 and section 9.1.4 of this Registration Document).

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individuals involved be ordered to pay the region in solidum administratif de Paris) sent to the relevant companies, which the sum of €358.8 million, an amount subsequently reduced include subsidiaries of the Group, a new supplementary and to €232.1 million, together with interest at the statutory rate recapitulative brief from SNCF. SNCF amended its requests since July 1997, in respect of the losses it claimed to have and to cancel the procurement contract relating to the public suffered as a result of these illegal agreements. In December works necessary for construction of the underground railway 2013, the Paris Civil Court of First Instance ruled that the station Magenta in connection with project EOLE (Lot 34B) action of the Île-de-France region was time-barred and that its and therefore requested a joint order against the relevant claims were inadmissible. In January 2014, the Île-de-France companies, including SPIE, to pay an amount of approxima- Region appealed the ruling before the Paris Court of Appeal. tely €197.7 million, which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF has In October 2014, the Prefect of Paris and the Île-de-France also instituted proceedings to cancel the procurement contract Region addressed to the public prosecutor at the Paris Court relating to the public works necessary for construction of the of Appeal a denial of jurisdiction asking to transmit it to the underground railway station Saint-Lazare in connection with President of the Paris Court of Appeal and to invite the parties project EOLE (Lot 37B) and therefore requested a joint order to file an appeal before the administrative court. By a decision against the relevant companies including SPIE to pay an dated June 2015, the Paris Court of Appeal rejected the amount of approximately €281.4 million, which corresponds denial of jurisdiction. By an order dated July 2015, the préfet to the amounts paid by SNCF to these companies pursuant to of the Île-de-France Region then escalated the conflict. By a this Lot. SNCF also requested from the Administrative Court decision dated November 2015, the Conflict Court confirmed of Paris a joint order against these companies to guarantee the conflict order taken by the préfet of the Île-de-France the payment of the abovementioned amounts requested, up Region and declared void the procedure before the Paris Court to the amount of the cost overruns, namely €33.9 million for of Appeal and the decision issued by this Court of Appeal in the Lot 34B and €37.2 million for the Lot 37B, for indemni- June 2015. fication for the loss it had allegedly suffered as a result of The Conflict Court having decided on the administrative juris- the anti-competitive practices of the other companies which dictions having jurisdiction over this case, the Administrative participated in the tender but were not granted the Lot. The Court will be ceased of the case. inquiry was closed in February 2015. On March 8, 2015, the pleading hearing took place and the decision is pending. The Group believes that it has strong arguments to challenge the existence and the amount of the damages allegedly caused The Group believes that these proceedings are covered by the to the Region by the Group. In addition, the Group believes AMEC Indemnity Undertaking. that these proceedings are covered by the AMEC Indemnity Undertaking. 20.6.4. Arbitration proceedings with Morgan Sindall 20.6.3. Recourse by SNCF – EOLE in the United Kingdom

In a decision in March 2006, the French Competition Council, SPIE Matthew Hall Limited, one of the subsidiaries of SPIE which became the ADLC, convicted several companies, UK Limited, holds a 32% stake in a joint venture formed with including two Group companies, on the grounds that they had the British public works group Morgan Sindall, which holds engaged in anti-competitive practices in connection with the the remaining 68%. The joint venture was created in order to award of tenders related to the public works sector in the undertake construction works to renovate the Faslane naval Île-de-France region. On the basis of this ruling, which was base in the United Kingdom. Completion of the construction confirmed by a decision of the French Supreme Court (Cour de works took place in May 2010. cassation) in October 2009, SNCF filed a claim in March 2011 with the French Administrative Court of Paris (tribunal adminis- In the context of these works, the joint venture acted as tratif de Paris) asking that the companies convicted in 2006 be subcontractor to Turner Estate Solutions Limited (”TES”), jointly ordered to pay it the sum of €59.6 million, for indemni- which itself entered into a contract with the British Secretary fication for the loss it had allegedly suffered as a result of the of State for Defence. This contract provided a “target” price of anti-competitive practices relating to contracts entered into GBP 92 million (90 million of which for the services provided for the construction of the EOLE line. In July 2014, the Clerk’s by the joint venture), reflecting a specific allocation of risks office of the Administrative Court of Paris (greffe du tribunal between the two parties. This price could change as a function

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of the modifications required by the customer and of the project duration and damaging disorganisation. SBSO rejected progress or delays in the work, to reach a final price upon this demand and claims from the temporary group of joint completion of the project. Because of significant delays and enterprises the total sum of around €12.8 million for the modifications to the work initially planned, the Secretary general and final accounting (“DGD”). The temporary group of State for Defence in June 2008 paid TES a price of GBP rejected this DGD and filed action against SBSO in February 117 million, and was forced by an adjudication process to 2011 in the Toulouse Commercial Court. pay TES an additional GBP 30 million (including 28 million in The Toulouse Commercial Court nullified the subcontracting principal and 2 million in interest) for extra costs. The arbitral contract signed with SBSO. The Court of Appeal did not decision is expected during the next months. uphold the ruling of the Commercial Court on the nullity of In November 2009, the Secretary of State for Defence initiated the subcontracting contract, but appointed a court expert to proceedings with the Edinburgh Arbitration Court to obtain determine the accounts between the parties. In a judgment repayment of this GBP 30 million on the grounds that the of October 2013, the Court of Cassation upheld the order work had defects. TES filed second arbitration proceedings of the Toulouse Court of Appeal. In September 2013, SBSO in the same court in order to obtain the payment of additional filed action against the contracting authority, investors and GBP 29 million, believing that the final price of the contract the general contractors in the Regional Court of Toulouse was GBP 174 million (including 171 million for the services to make the court expert appraisal in progress enforceable provided by the joint venture). against them.

In October 2015, the Ministry of Defense, TES and the joint- The Court expert filed its report in July 2014. Subject to the venture concluded transactional agreements relating to the independent appraisal of the Toulouse Court of Appeal, it did cases that were the object of the two arbitration proceedings. not confirm the amount requested by SBSO, which amounts Under these agreements, the obligations of SPIE Limited are to approximately €12.8 million, and estimated that the amount limited to the repairment of defective work up to its share in owed by SBSO to the ad hoc group of businesses could amount the joint-venture. 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. 20.6.5. Dispute relating to the Cancéropole in Toulouse In January 2015, the ad hoc group of businesses also submitted its conclusions and asked the Court of Appeal to order SBSO to In September 2006, SAS Toulouse Cancéropole, the contracting pay it the amount retained by the Court expert, i.e. €1.7 million authority, awarded all building trades work for a building and an additional amount of €922,755 with regard to other complex for use as a research laboratory and offices to SPIE items on which the Court expert did not take a position. Batignolles Sud Ouest (“SBSO”), which subcontracted five In February 2016, the Toulouse Court of Appeal condemned lots in September 2007 to a temporary group of enterprises SBSO to pay to the ad hoc group the sum of €1,755,793 plus composed of the companies SPIE Sud-Ouest, Quercy Confort interests at the legal rate as from February 2011 and capita- and Omega concept for a total flat price of €22.3 million before lised as from January 2015. tax. In December 2009, the temporary group of enterprises submitted to SBSO a statement for approximately €7 million This decision might be appealed before the French Supreme because of additional work not paid, the extension of the Court (Cour de cassation).

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20.6.6. Investigation in the context 20.6.7. Investigation in the context of bid tenders launched in of a market in Finistère the public lighting sector in Ardèche In January 2015, inspections and seizures were performed by law enforcement officers (officiers de police judiciaire) in SPIE In November 2013, pursuant to an inquiry request from the Ouest Centre in the context of an inquiry relating to award of Ministry of the Economy and Finance, and a request from the some markets relating to the building of a plant in Finistère in DIRECCTE of Rhône-Alpes citing five bid tenders launched in 2013. On the registration date of this Registration Document, the public lighting sector in Ardèche, inspections and seizures no prosecution came to the knowledge of SPIE Ouest Centre. 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.

20.7. 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, 2015.

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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

21.1. SHARE CAPITAL ...... 268 21.2. MEMORANDUM AND ARTICLES OF ASSOCIATION ...... 274

21.1.1. Paid up share capital and authorised but unissued 21.2.1. Corporate purpose ...... 274 share capital ...... 268 21.2.2. Provisions of the Articles of Association governing 21.1.2. Non-equity securities ...... 271 the administrative and management bodes – Internal rules of the Board of Directors ...... 274 21.1.3. Other securities giving rights to capital ...... 271 21.2.3. Rights, privileges and restrictions attached to shares 21.1.4. Shares held by or on behalf of the Company ...... 273 (Articles 10, 11, 12 and 13 of the Articles of Association) ...... 277 21.1.5. Conditions governing any acquisition right and/or any 21.2.4. Modifications of the capital and rights attached obligation attached to capital subscribed but not paid up ...... 273 to the shares ...... 278 21.1.6. Share capital of any company of the Group 21.2.5. Shareholders’ General Meetings that is the subject of an option or an agreement (Article 19 of the Articles of Association) ...... 278 that stipulates placing it under option ...... 273 21.2.6. Stipulations that allow delaying, deferring 21.1.7. Change in the Company’s capital over the last three years ....273 or preventing a change in control of the Company ...... 279 21.2.7. Declaration of thresholds and identification of shareholders 279 21.2.8. Regulations applicable to foreign investments in France ...... 280 21.2.9. Specific clauses governing changes in the share capital ...... 280

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21.1. SHARE CAPITAL

21.1.1. 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:

Term of the Maximum Nominal Amount Use during Subject of the Resolution Authorisation the financial year 2015 Authorisation granted to deal in the shares of 18 months Up to a limit of 10% of the total Nil the Company 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 Authorisation granted to the Board of Directors 26 months With a limit of 10% of the share Nil to reduce the share capital by cancelling capital by 24 months period treasury shares Delegation of authority to the Board of Directors 26 months €13,500,000 Decision of the Board of to increase the share capital by capitalisation of Directors on October 29, 2015: premiums, reserves, profits or other amounts share capital increase of €942,183.83 by raising the par value from around €0.4637 to €0.47. Nominal amount remaining available: €12,557,816.17 Delegation of authority to the Board of Directors 26 months €34,000,000 (1) Nil to decide the share capital increase by way of a €1 billion for debt securities (2) 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 26 months €13,500,000 (1) Nil to decide the share capital increase by issuing €1 billion for debt securities shares and/or other securities giving access (2) (5) to the share capital without preferential subscription right (6) Delegation of authority to the Board of Directors 26 months €13,500,000 (1) Nil to decide the issuance of shares and/or other €1 billion for debt securities securities giving access to the share capital (2) (5) without preferential subscription rights by way of private placement pursuant to Article L. 411-2-II of the French Financial and Monetary Code (Code monétaire et financier)

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Term of the Maximum Nominal Amount Use during Subject of the Resolution Authorisation the financial year 2015 Authorisation granted to the Board of Directors 26 months Within the limit of 10% of the Nil in case of issuance of shares and/or other capital per annum (1) (5) securities giving access to the share capital €1 billion for debt securities (2) without preferential subscription rights by way of public offerings or private placements pursuant to Article L. 411-2-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 26 months Within the limit provided by Nil to increase the number of securities to be issued law (to date, 15% of the initial in the case of a share capital increase with or issuance) (1) without preferential subscription rights Delegation of authority to the Board of Directors 26 months Limit of 10% of the share Nil to increase the share capital by issue of shares capital and limit of €7,000,000 or other securities giving access to the share (1) capital without preferential subscription rights, €1 billion for debt securities (2) 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 26 months €13,500,000 (1) (5) Nil to issue shares reserved for members of employee savings plans without preferential subscription rights Delegation of authority to the Board of Directors 18 months €2,750,000 (1) (3) Board of Directors’ meeting to increase the share capital by issuing shares of July 28, 2015 and decisions reserved for designated individuals without of the Chairman and CEO preferential subscription right (employees and of September 29 and officers of the Company and of companies being December 10, 2015: share related to it) capital increase by a nominal amount of €1,915,793.32. Nominal amount remaining available: €834,206.68. Authorisation granted to the Board of Directors 38 months 3% of the number of shares Nil to attribute freely new or existing shares to forming the capital at the date the benefit of employees and Directors of the of the decision to allocate them Company and to related companies (1) (3) (4) Authorisation granted to the Board of Directors 38 months 3% of the number of shares Nil to attribute stock options to the employees and forming the capital at the date eligible Directors of the Group of the decision to allocate them (1) (3) (4) (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. 225-148 of the French Code de commerce).

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A proposal will be put to the Shareholders’ General Meeting to be held on May 25, 2016 to adopt the following financial delegations:

Term of the Maximum Nominal Amount Subject of the Resolution Authorisation Authorization granted to the Board of Directors to trade the 18 months Up to a limit of 10% of the total number of Company’s shares (share buy-back program) 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 Authorization granted to the Board of Directors to reduce the 26 months Up to a limit of 10% of the share capital by share capital by cancelling treasury shares 24 months period Delegation of authority to the Board of Directors to increase the 26 months €14,500,000 share capital by capitalization of premiums, reserves, profits or (approximately 20% of the share capital) other amounts Delegation of authority to the Board of Directors to decide the 26 months With respect to the share capital increase: share capital increase, with preferential subscription rights, by €36,000,000 (1) issuing shares and/or other securities giving access to the share (approximately 50% of the share capital) capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued With respect to issuance of debt securities: €1,000,000,000 (3) Delegation of authority to the Board of Directors to decide the 26 months With respect to the share capital increase: share capital increase, without preferential subscription rights, €14,500,000 (1) (2) by way of a public offering, by issuing shares and/or other (approximately 20% of the share capital) securities giving access to the share capital, and/or securities giving entitlement to allocation of debt securities and/or equity With respect to issuance of debt securities: securities to be issued (6) €1,000,000,000 (3) Delegation of authority to the Board of Directors to decide the 26 months With respect to the share capital increase: share capital increase, without preferential subscription rights, €14,500,000 (1) (2) by way of private placements pursuant to Article L. 411-2-II of (approximately 20% of the share capital) the French Financial and Monetary Code, by issuing shares and/ or other securities giving access to the share capital and/or With respect to issuance of debt securities: securities giving entitlement to allocation of debt securities and/ €1,000,000,000 (3) or equity securities to be issued Delegation of authority to the Board of Directors to determine the 26 months With respect to the share capital increase: price of the shares in accordance with the terms and conditions €14,500,000 (1) (2) set by the General Shareholders’ Meeting in case of a share (approximately 20% of the share capital) capital increase, without preferential subscription rights, by way of a public offering or private placements pursuant to Article With respect to issuance of debt securities: L. 411-2-II of the French Financial and Monetary Code, up to a €1,000,000,000 (3) limit of 10% of the share capital per year (6) Delegation of authority to the Board of Directors to decide to 26 months Up to the limit set forth by the applicable increase the amount of issuances with or without preferential regulation (15% of the initial issuance as of subscription rights today) (1) Delegation of authority to the Board of Directors to issue shares 26 months With respect to the share capital increase: or other securities giving access to the share capital and/or €7,000,000 (1) securities giving entitlement to allocation of debt securities and/ (approximately 10% of the share capital) or equity securities to be issued without preferential subscription rights in remuneration of contributions in kind up to a limit of 10% With respect to issuance of debt securities: of the share capital €1,000,000,000 (3)

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Term of the Maximum Nominal Amount Subject of the Resolution Authorisation Delegation of authority to the Board of Directors to issue shares 26 months €2,750,000 (1) reserved for members of employee savings plans without preferential subscription rights Delegation of authority to the Board of Directors to increase 18 months €2,750,000 (1) (4) 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 38 months Up to 3% of the share capital (1) (4) (5) 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 38 months Up to 3% of the share capital (1) (4) (5) options to the employees and eligible Directors of the Group (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. 225-148 of the French Code de commerce).

The Board of Directors did not implement the share buy-back 21.1.2. Non-equity securities programme during the financial year 2015; no transaction therefore took place in connection therewith in 2015. On the date of registration of this Registration Document, the Company has issued no non-equity security. 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:

21.1.3. Other securities giving The Board of Directors shall be authorized, with faculty of rights to capital sub-delegation in accordance with legislative and regulatory provisions, to implement a buy-back programme for the On the date of registration of this Registration Document, the repurchase of the shares of the Company, in accordance with Company holds 390 treasury shares. the provisions of Articles L. 225-209 et seq. of the French The Shareholders’ General Meeting held on May 7, 2015 had Commercial Code, Articles 241-1 to 241-5 of the AMF General authorised the Board of Directors, for a period of 18 months as Regulations (Règlement général de l’AMF), Regulation (EC) from the date of the Shareholders’ General Meeting, and with No. 2273/2003 of the European Commission of December 22, the right to sub-delegate its powers, in accordance with appli- 2003 and the market practice accepted by the AMF, and there- cable legal and regulatory provisions, to implement a buy-back fore to purchase, on one or several times and when it deems programme for the repurchase of the shares of the Company, appropriate, such number of shares of the Company that may in accordance with the provisions of Articles L. 225-209 et seq. not exceeding: of the French Commercial Code, Articles 241-1 to 241-5 of • 10% of the total number of shares constituting the the AMF General Regulations (Règlement général de l’AMF), Company’s share capital at any given time; Regulation (EC) No. 2273/2003 of the European Commission • or 5% of the total number of shares constituting the of December 22, 2003 and the market practice accepted by Company’s share capital if the shares are purchased by the the AMF. Company with the purpose of holding them for subsequent payment or tender in a merger, spin-off or contribution.

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These percentages apply to a number of shares adjusted, as The maximum purchase price per share shall not exceed, necessary, to take into account the transactions which may excluding charges, €33. impact the share capital after the given Shareholders’ General The Board of Directors may, nevertheless, in the event of Meeting. transactions relating to the Company’s share capital, and Acquisitions made by the Company may under no circums- in particular in case of a change in the nominal value of the tance result in the Company holding at any time more than share, a capital increase through capitalisation of reserves 10% of the shares composing its share capital. followed by the issue and the free allotment of shares, a stock split or stock consolidation, adjust the maximum purchase These shares may be acquired, pursuant to the decisions of price referred to above in order to take into account the impact the Board of Directors for the following purposes: of such transactions on the value of the share. • to ensure liquidity and an active market in the Company’s The acquisition, sale or transfer of these shares may be made shares through an investment services provider pursuant to and paid for by all appropriate means in accordance with a liquidity agreement in accordance with the code of ethics applicable laws and regulations, on a regulated market, on recognised by the AMF; a multilateral trading systems, systematic internaliser or on • granting for free or assign shares to the executive officers an over-the-counter market, including by the purchase or and to employees of the Company and the other entities of sale of blocks, by using options or other financial derivatives the Group, and in particular in the context of (i) any profit- or warrants, or more generally, by using securities granting sharing scheme of the Company; (ii) any Company’s stock rights to shares of the Company, at such times as the Board option plans in accordance with the provisions of Articles of Directors deems appropriate. L. 225-177 et seq. of the French Commercial Code; or (iii) any employee savings plan sponsored by the Company All powers are granted to the Board of Directors, with the pursuant to the provisions of Articles L. 3331-1 et seq. right to sub-delegate, in order to carry out, in accordance with of the French Employment Code or (iv) any free granting applicable legislative and regulatory provisions, all authorised of shares in accordance with the provisions of Articles allocation and, as necessary, reallocations of repurchased L. 225-197-1 et seq. of the French Commercial Code, as shares for the purposes of the program or any of its objectives, well as any hedging operation related to these operations or their sale, on or off market. subject to the conditions set out by the market authorities The Board shall also be granted all powers, with faculty of and at such times as, the Board of Directors or the person sub-delegation under applicable legislative and regulatory acting under the delegation of powers of the Board of conditions, to implement this authorisation, to specify its terms Directors deems appropriate; as necessary, and to set the conditions, in accordance with the • delivering the Company’s shares upon exercise of the rights terms of the legislative provisions and of this resolutions, and attached to securities giving access, directly or indirectly, to in particular take any trade order, conclude any agreement, in the Company’s share capital through repayment, conver- particular for maintaining the register of share purchases and sion, exchange, presentation of a warrant or in any other sales, make all declaration to the AMF or any other competent manner as provided by law, as well as for the purpose of authority, establish any information document, complete all any hedging operation related to these operations subject formalities, and in general, do all that is necessary. to the conditions set out by the market authorities and at The Board of Directors shall inform the shareholders, as such times as, the Board of Directors or the person acting provided by law, of transactions carried out pursuant to this under the delegation of powers of the Board of Directors authorization. deems appropriate; • holding the shares for the purpose of subsequent payment This authorization shall cancel and replace the one granted by or exchange in the context of potential external growth the fourth resolution of the Shareholders’ General Meeting of transactions, in accordance with the market practice May 7, 2015, and is granted for a term of heighten (18) months accepted by the AMF and by applicable regulation; as from the Shareholders’ General Meeting of May 25, 2016. • 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.

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21.1.4. Shares held by or on behalf 21.1.6. Share capital of any of the Company company of the Group that is the subject of an On the date of registration of this Registration Document, the option or an agreement Company does not directly hold any of its shares. that stipulates placing it under option

21.1.5. Conditions governing any Nil. acquisition right and/or any obligation attached to capital subscribed but not paid up

Nil.

21.1.7. Change in the Company’s capital over the last three years

Type of transaction Capital before Number Number of Par value Capital after transaction of shares shares after transaction before transaction Date transaction 01/11/2012 Capital increase €36,634,070 36,634,070 39,634,070 €1 €39,634,070 06/11/2015 Capital increase €39,634,070 39,634,070 150,000,000 €0.4637 €69,557,816.17 10/29/2015 Capital increase by €69,557,816.17 150,000,000 150,000,000 €0.47 €70,500,000 raising the par value of the shares 12/10/2015 Share employee €70,500,000 150,000,000 154,076,156 €0.47 €72,415,793.32 offering

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21.2. MEMORANDUM AND ARTICLES OF ASSOCIATION

at least one-third of the Directors, at least two thirds of the 21.2.1. Corporate purpose Audit Committee, and more than half of the Compensation Committee. The purpose of the Company, in France and abroad, is (i) the activity of a holding company that holds financial interests in In accordance with the AFEP-MEDEF corporate governance any form (majority or non-controlling) in French or foreign code of publicly traded companies, a member of the Board of companies and enterprises and (ii) the providing of commer- Directors is independent if he has no relationship of any kind cial, financial, accounting, legal, tax, technical; administrative, with the Company, its Group or its management that might IT as well as negotiation of any type of contracts and manage- compromise the exercise of his freedom of judgment. ment assistance and advising services and any other type of At the time of each replacement or nomination of a member services to the benefit of companies, entities or consortium. of the Board of Directors and at least once a year before Generally, the Company is authorised to perform any commer- the publication of the Company’s Annual Report, the Board cial, industrial or financial operation that may be directly or of Directors conducts an evaluation of the independence of indirectly related, in whole or in part, to the purpose cited each of its members (or candidates). During this evaluation, above or to all other related or complementary activities or the Board of Directors, after an opinion from the Nominating those which could contributed to its expansion or development. 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 21.2.2. Provisions of the Articles situation of the interested party in relation to the Company. The of Association governing conclusions of this review are reported to the shareholders in the Annual Report and, as applicable, to the Shareholders’ the administrative and General Meeting at the time of the election of the members management bodes – of the Board. Internal rules of the Board of Directors The Board of Directors can designate one or several non-voting Directors, up to a limit of three. The non-voting The description below summarised the main provisions of Directors can be natural persons or legal persons, chosen the Articles of Association and internal rules governing the among the shareholders or outside. The term of office of the Board of Directors, particularly its operational procedures and non-voting Directors is four years, except for resignation or powers. early termination of office decided by the Board of Directors. The terms of exercise of their mission, including their potential The internal rules specify the provisions relating to the Board compensation, are set out by the Board of Directors. The non- of Directors cited below, the organisational and operational voting Directors are eligible for re-election. They are called conditions, the powers and authority of the Committees that to the Board of Directors meetings and participated in the the Board has created (see Section 16.3 of this Registration deliberations of the Management Committee but with a right Document). of discussion only.

21.2.2.1. Board of Directors (Articles 15, 16 Designation and 17 of the Articles of Association During the life of the Company, Directors are nominated, and 1, 2, 3, 4 and 7 of the internal renewed or dismissed under the conditions stipulated by the rules) laws and regulations in force and these Articles of Association.

Members The Articles of Association and the Internal Rules of the Board of Directors provide that each Director must own at least The Company is administered by a Board of Directors of at 100 shares during the entire term of office and, in any event, least three members and no more than eighteen, subject to no later than six (6) months after his election. Consumer loans exceptions allowed by law. of shares by the Company to the members of the Board of The Board of Directors ensures that the proportion of Directors are not allowed. This obligation does not apply to the independent members is, to the extent possible, equal to employee shareholders who may be named to the Board. Also,

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at its meeting of March 10, 2016, the Board of Directors issued Senior Independent Director a recommendation pursuant to which Independent Directors On a proposal from the Appointments Committee, the Board shall own 1,500 shares of the Company, to be acquired over a of Directors may appoint from among its independent indi- two-year period. vidual members a Senior Independent Director for a term At the time they take office, the members of the Board of which may not exceed the term of his mandate as Member Directors must register their shares. This is also true for any of the Board. This appointment is mandatory when the shares subsequently acquired. functions of Chairman of the Board of Directors and of Chief Executive Officer are combined and optional otherwise. The Duties functions of the Senior Independent Director are detailed in Section 14.1.1.6 “Senior Independent Director” of this The term of office of Director is four years. Registration Document. Directors may be re-elected. They may be dismissed at any time by the ordinary Shareholders’ General Meeting. Deliberations of the Board of Directors

Directors must not be over the age of 75 (it being specified that The Board of Directors assumes the missions and exercises the number of Directors over the age of 70 years old shall not the powers granted to it by law, the Articles of Association of exceed one third of the Directors in place) and are governed by the Company and the internal rules of the Board of Directors. the applicable laws and regulations governing total number of The Board of Directors defines the strategies for the business offices and positions held. of the Company and monitors implementation. Subject to the powers expressly attributed to Shareholders’ General Identity of the Directors Meetings, and within the limits of the corporate purpose, the Board considers any question affecting the correct operation Directors may be individual or legal entities. At the time they of the Company, and rules the Company’s affairs through its are elected, legal entities must appoint a permanent represen- resolutions. The Board of Directors conducts the controls and tative who is subject to the same conditions and obligations, verifications it deems appropriate. and who incurs the same responsibilities as he were a Director in his own name, without prejudice to the joint liability with the The Board of Directors meets when called by the Chairman, legal entity he represents. the Senior Independent Director or one of its members as often as the Company’s interests require; it is specified that The office of permanent representative is given for the duration the frequency and duration of Board meetings must be such of the term of office of the legal entity he represents. that they allow in-depth review and discussion of matters If the legal entity revokes the appointment of its permanent falling within the jurisdiction of the Board of Directors. representative, is must immediately notify the Company, by The Board of Directors may validly deliberate, even in the registered mail, of this dismissal and the name of its new absence of a notice of meeting, if all members are present permanent representative. This is also required in the event or represented. of the death, resignation or extended inability of the permanent representative. The Board of Directors shall validly deliberate only if at least half of the members are present. Decisions shall be adopted Chairman of the Board of Directors by a simple majority of the members present or represented. In the event of a tie vote, the Chairman of the meeting shall The Board of Directors elects a Chairman from among its cast the deciding vote. individual members. The following decisions are subject to prior authorisation by The Chairman is elected for a term that may not exceed his the Board of Directors voting by simple majority of the mem- term as Director. He may be re-elected. bers present or represented: The Chairman of the Board of Directors shall organise and (i) Approval or amendments to the business plan or to the direct the work of the Board, and report on that work to budget (including investment budgets together with the the Shareholders’ General Meeting. He ensures the correct related financing plan) of the Company, including the operation of the bodies of the Company and, in particular, consolidated annual budget of the Group; ensures that the Directors are in a position to perform their mission. (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 of more than ten million euros (€10,000,000);

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(iii) Any external growth transaction or takeover or acquisition Compensation of Board members of stake, provided that this transaction involves an enter- On the recommendation of the Compensation Committee, the prise value or a transaction amount higher than thirty Board of Directors: million euros (€30,000,000), or a company or a business with an annual revenue higher than hundred million euros • freely distributes among the members the Directors’ fees (€100,000,000) counterparty risk; allocated to the Board of Directors by the Shareholders’ General Meeting, taking into consideration the actual (iv) Any launch of a significant business not within the usual participation of the Directors on the Board and in the scope of the companies of the Group or any decision to Committees; stop or reduce significantly the main businesses of the Group; • determines the amount of the Chairman’s compensation; (v) Constitution of security interests (endorsement and • may also allocate exceptional compensation to certain guarantees) by the Company for the benefit of a third members for the missions or mandates assigned to them. party, except guarantees granted to customs and tax The Board of Directors reviews the pertinence of the level of authorities in the normal course of business; Directors’ fees with regard to the tasks and responsibilities of (vi) Any decision to participate in a project involving a the Directors. company of the Group up to an amount higher than fifty million euros (€50,000,000), together with the entry in any 21.2.2.2. General Management (Article 18 agreement of an overall amount equal or higher than fifty of the Articles of Association) million euros (€50,000,000); (vii) Any amendment to the bylaws of the Company; Method of management (viii) Proposition in relation with any financial undertaking The management of the Company is assumed, under his or any operation of indebtedness that would lead the responsibility, either by the Chairman of the Board of Directors, leverage ratio of net debt on EBITDA of the Group to or by another individual, appointed by the Board from Board be above a certain amount set annually by the Board of members or outside the Board, who holds the title of Chief Directors; Executive Officer. (ix) Any decision of issuance of any securities granting access The Board of Directors chooses between these two methods of to the share capital of the Company (including stock- management at any time and at least each time the appoint- options plan, any Company savings plan or, any incentive ment of the Chief Executive Officer or the term of office of the mechanism of the employees of the Group); Chairman expires when the Chairman also assumes general (x) Any decision to amend the compensation conditions, management of the Company. fixed, variable, in cash or in kind, of the executive officers Shareholders and third parties shall be informed of this choice of the Company; under the conditions required by regulations. (xi) Any disposal of a company belonging to the Group or When management of the Company is performed by the any disposal of one or several of its main businesses, Chairman of the Board of Directors, the following provisions provided that this transaction involves an enterprise concerning the Chief Executive Officer shall apply to the value or a transaction amount higher than fifty million Chairman. In this case, he holds the title of Chairman-Chief euros (€50,000,000) or a company or a business with an Executive Officer. annual revenue higher than hundred and fifty million euros (€150,000,000); and General Management (xii) Any merger, spin-off, or contribution in kind involving a On the recommendation of the Chief Executive Officer, the company of the Group and a third company provided that Board of Directors may appoint one or more individuals this transaction involves an enterprise value of the third charged with assisting the Chief Executive Officer, who holds company or a transaction amount higher than fifty million the title of Chief Operating Officer. euros (€50,000,000) or a company or a third company or enterprise with an annual revenue higher than hundred There may be no more than five Chief Operating Officers. and fifty million euros (€150,000,000). The Chief Executive Officer and Chief Operating Officers may not be older than 65.

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The term of office of the Chief Executive Officer or the Chief Operating Officers is determined at the time they are 21.2.3. Rights, privileges and appointed, but this term may not exceed the term of office on restrictions attached to the Board, if applicable. shares (Articles 10, 11, The Chief Executive Officer may be dismissed at any time by 12 and 13 of the Articles the Board of Directors. This is also true for the Chief Operating of Association) Officers, on the recommendation of the Chief Executive Officer. Fully paid-up shares are in registered or bearer form, at the If dismissal is decided without grounds, it may result in shareholder’s discretion, under the conditions defined by the damages, except when the Chief Executive Officer assumes regulations in force. the position of Chairman of the Board of Directors. Each share gives a right to a share of the profits and corporate When the Chief Executive Officer ceases or is prevented from assets in proportion to the percentage of capital it represents. performing his duties, the Chief Operating Officers retain their Moreover, it gives the right to vote and to representation at duties and powers, unless decided otherwise by the Board of Shareholders’ General Meetings under the conditions set by Directors, until the appointment of the new nouveau Chief law and the Articles of Association. Executive Officer. A double voting right will be granted to the benefit of shares The Board of Directors determines the compensation of the fully paid-up which have been held in registered form by the Chief Executive Officer and the Chief Operating Officers. same shareholder for at least two (2) years. For the calculation of such shares holding period, the Company’s shares holding Powers of the Chief Executive Officer and the Chief period preceding the date of admission to trading of the Operating Officers Company’s shares on the regulated market of Euronext Paris The Chief Executive Officer is vested with the most extensive is not taken into account. powers to act in all circumstances in the name of the Company. He shall exercise those powers within the limits of Pursuant to Article L. 225-123, second subparagraph of the the corporate purpose and subject to the powers attributed French Commercial Code, in the event of a share capital expressly to the Shareholders’ General Meeting and the Board increase by capitalisation of reserves, profits or premiums, of Directors by law. the double voting right is granted as from their issue to new shares allocated free of charge to a shareholder due to old He represents the Company in its relations with third parties. shares for which the shareholder benefits from the same right. The Company is committed by the acts of the Chief Executive Officer which do not fall within the corporate purpose, unless This double voting right may be exercised at any Shareholders’ it proves that the third party knew that the act exceeded this General Meeting. purpose or that the third party could not have been aware of The double voting right automatically ceases when the share this fact given the circumstances; simple publication of the is converted to the bearer form or is subject to a transfer of Articles of Association is not sufficient to establish such proof. ownership.

Decisions of the Board of Directors limiting the powers of Shareholders are liable for losses only up to the amount of the Chief Executive Officer are not enforceable against third their contributions. parties. The rights and obligations attached to a share remain with In agreement with the Chief Executive Officer, the Board of the share when it is transferred. Ownership of a share legally Directors determines the scope and duration of the powers implies compliance with the Articles of Association and the granted to the Chief Operating Officers. The Chief Operating resolutions of the Shareholders’ General Meeting. Officers have the same powers as the Chief Executive Officer with respect to third parties. Whenever it is necessary to hold several shares to exercise a right, individual shares or a number of shares less than the The Chief Executive Officer or the Chief Operating Officers number required give no rights to their owners against the may, within the limits set by the laws in force, delegate the Company; in this case, it is the responsibility of the sharehol- powers they deem appropriate, for one or more specific ders to combine the number of shares necessary. purposes, to all agents, even outside the Company, individually or in a committee or commission, with or without possibility Shares are indivisible with respect to the Company. of substitution, subject to the limitations stipulated by law. Co-owners of indivisible shares are represented at These powers may be permanent or temporary, and include or Shareholders’ General Meetings by one of the owners or by a exclude the option of substitution. The delegations so granted single agent. If they disagree, the agent shall be designed by retain all their effects despite the expiration of the term of the court at the request of one of the co-owners. office of the person who granted them.

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If there is a beneficial owner, the share registration must Any shareholder may participate at meetings in person or show the existence of the beneficial ownership. Except where through his agent, under the conditions defined by the regu- otherwise stipulated in an agreement notified to the Company lations in force, with proof of his identity and the ownership by registered mail with return receipt, the voting right belongs of his shares in the form of accounting registration under the to the beneficial owner in ordinary Shareholders’ General conditions defined by the laws and regulations in force. Meetings and to the bare owner in extraordinary Shareholders’ On the decision of the Board of Directors published in the General Meetings. notice of meeting to use such telecommunications methods, Registered or bearer shares are freely negotiable, except shareholders who attend the meeting via videoconference or where otherwise stipulated by laws or regulations. They are other telecommunication or electronic transmission methods, registered in an account and are transferred, with respect including the Internet, which allow identification under the to the Company, by a transfer between accounts, under the conditions required by the regulations in force, are deemed conditions defined by the laws and regulations in force. 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 21.2.4. Modifications of the capital force using a form prepared by the Company and sent to the and rights attached to the Company under the conditions defined by the regulations in shares force, including electronic or broadcast transmission methods. This form must be received by the Company under the regula- Insofar as the Articles of Association make no specific tory conditions to be counted. provision, modification of the rights attached to the shares is governed by law. 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 21.2.5. Shareholders’ General by the Board of Directors. If not, the meeting elects its own Meetings (Article 19 of the Chairman. Articles of Association) Minutes of meetings are prepared and the copies are certified and delivered as required by regulations. 21.2.5.1. Notice and place of meeting The legal representatives of shareholders who are legally inca- Shareholders’ General Meetings are called under the condi- pacitated or the individuals representing legal entities shall tions, in the forms and deadlines set by law. participate in meetings, whether or not they are shareholders themselves. They are held at the registered office or at any other location indicated in the notice of meeting. 21.2.5.4. Attendance sheet, officers, minutes At each meeting, an attendance sheet containing the informa- 21.2.5.2. Agenda tion required by law shall be kept. The meeting agenda is provided on the notices and letters of meeting; it is decided by the author of the notice. Meetings are chaired by the Chairman of the Board of Directors or, in his absence, by a Director specifically delegated for this The meeting may deliberate only on items indicated on the purpose by the Board of Directors. If not, the meeting shall agenda; however, in all circumstances it may dismiss one or elect a Chairman. more Directors and replace them. The duties of tellers are performed by the two members of One or more shareholders representing at least the percen- the meeting who are present and accept the duties and who tage of capital required by law, and acting under the statutory themselves or as agents have the largest number of votes. conditions and within the statutory time periods, have the option to require the inclusion of proposed resolutions on the The officers name the secretary, who does not have to be a agenda. shareholder. The mission of the officers is to verify, certify and sign the 21.2.5.3. Access to meetings attendance sheet, to ensure the proper conduct of discussion, Any shareholder has the right to attend Shareholders’ General to settle incidents at meetings, to count the votes cast, and to Meetings and participate in the deliberations personally or ensure the meeting is properly conducted and that minutes through an agent. are prepared.

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Minutes are prepared and copies or excerpts of the resolutions are issued and certified as required by law. 21.2.7. Declaration of thresholds and identification 21.2.5.5. Ordinary Shareholders’ General of shareholders Meeting As long as the Company’s shares are listed for trading on a The Ordinary Shareholders’ General Meeting is a meeting regulated market, in addition to the declarations of thresholds called to make all decisions that do not amend the Articles expressly stipulated by the laws and regulations in force, of Association. It meets at least once a year within six months any individual or legal entity who comes to hold directly or after the closing of each fiscal year to approve the financial indirectly, alone or in concert, a fraction of 1% of the capital or statements for the year and the consolidated financial voting rights (calculated pursuant to the provisions of Articles statements. L. 233-7 and L. 233-9 of the French Commercial Code and On the first notice of meeting, it may legally deliberate only if the provisions of the general regulation of the AMF), or any the shareholders present or represented, or voting by mail and multiple of this percentage, must notify the Company of the electronically, hold at least one-fifth of the voting shares. On total number of (i) shares and voting rights he holds directly the second notice of meeting, no quorum is required. or indirectly, alone or in concert (ii) securities giving future rights to the capital of the Company which he holds directly or It rules by a majority of the votes held by the sharehol- indirectly, alone or in concert and the voting rights potentially ders present, represented or who have voted by mail or attached to said shares, and (iii) shares already issued which electronically. this person may acquire under an agreement of financial instrument stipulated in Article L. 211-1 of the Monetary and 21.2.5.6. Extraordinary Shareholders’ General Finance Code. This notification must be made, by registered Meeting mail with return receipt, within a period of four market days Only the Extraordinary Shareholders’ General Meeting from the date the relevant threshold is crossed. is authorised to amend all provisions of the Articles of The obligation to inform the Company also applies, within the Association. It may not, however, increase shareholders same deadlines and under the same conditions, when the commitments, subject to operations resulting from a legally shareholder’s interest in the capital or voting rights falls below performed consolidation of shares. one of the aforementioned thresholds.

It legally deliberates only if the shareholders present, repre- If the threshold declaration obligation cited above is not met, sented or who have voted by mail or electronically, hold at least and at the request of one or more shareholders representing one quarter of the voting shares on the first notice of meeting, at least 1% of the capital or voting, recorded in the minutes of and one-fifth of the voting shares on the second notice. If the the Shareholders’ General Meeting, the shares that exceed the second quorum is not reached, the second meeting may be fraction that should have been declared shall be deprived of moved to a date no more than two months from the date on the voting right until the expiry of a period of two years after which it was called. the notification is regularised.

The meeting rules by a two-thirds majority of the votes of The Company reserves the option to inform the public and the the shareholders present, represented or voting by mail or shareholders of either the information of which it has been electronically. notified or the non-compliance by the person in question with However, under no circumstances may the extraordinary the aforementioned obligations. Shareholders’ General Meeting increase the commitments of As long as the shares of the Company are listed for trading the shareholders or damage the equality of their rights unless on a regulated market, the Company has the right to request this is done by unanimous vote of the shareholders. 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 21.2.6. Stipulations that allow conditions stipulated by the laws and regulations in force. delaying, deferring or preventing a change in control of the Company

The Articles of Association of the Company contain no provisions that will allow delaying, deferring or preventing a change in control.

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Pursuant to the prior approval procedure, the Minister of 21.2.8. Regulations applicable Economy is in charge of verifying that the conditions in which to foreign investments the operation is contemplated do not impact the national in France interests. Thus, he may attach one or several conditions to his authorisation in order to safeguard the sustainability of the As of the date of registration of this Registration Document, relevant activities, industrial capabilities, D&R capabilities or the Group operates certain activities that enter in the scope any related know-how. He can also, upon justification, refuse of regulation applicable to foreign investments in France, in such approval, particularly in the event of negative impact on particular, with respect to National Defence. Because of these the national interests. activities, the Company and the Group fall within the scope of application of laws and regulations related to foreign invest- Any operation carried out in breach of these provisions shall ments in France set out in Articles L. 151-3 et R. 153-1 et seq. be null. In addition, it may be subject to financial sanction of of the French Monetary and Financial Code (as amended by which maximum amount account for an increase of 100% of the décret No. 2014-479 dated May 14, 2014 related to foreign the illegal investment and to criminal penalties provided in investments subject to prior approval). Article 459 of the French Customs Code.

Pursuant to these provisions, the acquisition of the control (within the meaning of Article L. 233-3 of the French 21.2.9. Specific clauses governing Commercial Code), by a foreign investor, of the Company or changes in the share capital any of its French subsidiaries which operates activities listed in the above mentioned provisioned shall be submitted to the The Articles of Association of the Company contain no special prior approval by the Ministry of Economy. The acquisition of provisions governing changes in the share capital that are more than 33.33% of the share capital or voting rights of the stricter than the legal provisions. 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.

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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 10.2.2 of this Registration Document.

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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.

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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 The regulated information as defined by the general regulation Meetings and other corporate documents of the Company, as of the AMF is also available on the Company’s website. 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.

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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 20.1.1 of this Registration Document in Note 27 to the consolidated financial statements of the Company for the year ended December 31, 2015.

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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. 225-235 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 STATUTORY AUDITORS’ REPORT, PREPARED IN ACCORDANCE ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL WITH ARTICLE L. 225-235 OF THE FRENCH COMMERCIAL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED CODE, ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BY THE GROUP ...... 290 BOARD OF DIRECTORS OF SPIE SA ...... 307

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This report is prepared under the provisions of Article L. 225-37 women and men within the Board, the conditions of prepa- of the French Commercial Code and aims at presenting infor- ration and organisation of the work of the Board of Director, mation on the composition of the Board of Directors and the the limitations set by the Board to the powers of the General implementation of the principle of balanced representation of Management and, in general, all information relating to women and men within the Board, the conditions of prepa- corporate governance, to the Compensation Committee as ration and organisation of the Board of Director’s work, the regards its content relating to the executive officers’ compen- limitations that the Board of Directors has set to the powers sation, and to the Audit Committee as regards its content of the General Management and the internal control and risk relating to internal control and risk management procedures. management procedures implemented by the Company and its This report has also been sent to the Company’s auditors consolidated subsidiaries (hereafter, the “Group”), including with a view to preparation of their report on this report, and those relating to the preparation and processing of accounting to which it is attached, in accordance with Article L. 225-235 and financial information. This report also includes provisions of the French Commercial Code. It was approved by the Board for setting the compensation and benefits of any kind granted of Directors on March 10, 2016, in accordance with Article to executive officers and any other information as prescribed L. 225-37 of the French Commercial Code. by the aforementioned legislative provisions. This report was prepared by the Chairman of the Board This report from the Chairman of the Board of Directors was of Directors, in coordination with the Finance and Legal presented to the Appointments Committee as regards its Departments and with the Risk Control and Internal Audit content relating to the composition of the Board of Director, Department of the Group. the application of the principle of balanced representation of

A. Corporate governance

1. Preliminary remarks 2. Corporate Governance Code

The year 2015 was marked by the Initial Public Offering (IPO) In terms of corporate governance, the Company refers to of the Company on June 10, 2015. and, subject to what is stated in this report, complied during the 2015 Applicable Period and complies as of the date of With respect to corporate governance matters, this report this report, with the recommendations relating to corporate therefore covers the period of 2015 from June 10, 2015, first governance set forth in the Corporate Governance Code for day of trading of the Company’s shares on the regulated listed companies published by the AFEP and the MEDEF in market of Euronext Paris, insofar as corporate governance December 2008, as updated in November 2015 (the “AFEP- rules applicable to companies whose shares are admitted to MEDEF Code”). trading on a regulated market only became applicable to the Company as from its IPO (this period is referred to as the “2015 The AFEP-MEDEF Code is available on the websites of the Applicable Period”). AFEP (www.afep.com) and of the MEDEF (www.medef.com).

Recommendations of the AFEP-MEDEF Code Justification that are not applied Article 14 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 Terms should be staggered so as to avoid replacement of the entire were not staggered. While considering that the absence of body and to favour a smooth replacement of Directors. staggered renewal does not hinder the proper functioning of the The Annual Report should detail the dates of the beginning and expiry Board of Directors, the Company contemplates that the Board of each Director’s term of office, to make the existing staggering of Director shall review the terms of offices of the next block clear. renewals and possibly provide for shorter terms. (…)

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Recommendations of the AFEP-MEDEF Code Justification that are not applied Article 17.1 The Appointments Committee comprises four members, with It [The Appointments Committee] must not include any executive one independent member. The composition of this Committee Director and must mostly consist of Independent Directors. is therefore not compliant with the recommendation of the AFEP-MEDEF Code. However, the Chief Executive Officer shall be associated with the Appointments or Nominations Committee’s proceedings. In the event Given the stakes represented by the appointment of Directors, that the offices of Chairman of the Board of Directors and Chief which is closely linked to the evolution of the shareholding of the Executive Officer are separate, the Chairman may be a member of Company, it was decided that two representatives of the main this Committee. 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. Article 23.2.1 Pursuant to the Company’s by-laws, each Director (except for The Chairman of the Board, the Chief Executive Officer, the deputy the Director representing the employee-shareholders and Chief Executive Officers, the members of the Management Board or the Director representing the employees) must hold at least the statutory manager of a limited stock partnership are required 100 shares of the Company, in registered form. The Board to hold as registered shares until the end of their term of office a of Directors did not set a higher number of shares that the significant number of shares periodically determined by the Board Chairman and CEO should hold. of Directors or the Supervisory Board. The number of shares, However, as of the date of this report, the Chairman and CEO which may be made up of exercised stock options or performance holds 2,434,396 shares of the Company, i.e., a very significant shares, must be significant and increasing, where necessary, to number of shares representing 1.6% of the share capital, all a level determined by the Board. For each executive Director, the in registered form. In the context of the Company’s IPO, the Board may use either a reference to the annual compensation, Chairman and CEO (along with certain managers and executive or a significant fixed number of shares, or in the case of shares officers of the Group) undertook to keep all the shares he held resulting from the exercise of the options or performance shares, as of the date of the IPO, i.e., all the 2,434,396 shares he holds as a significant percentage of the capital gain net of the taxes and of the date hereof, during a period of at least 365 days after the social contributions and of expenses related to the transaction, or a settlement-delivery of the Company’s IPO, i.e., until June 10, 2016 combination of these references. Regardless of the standard used, (included). 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.

of three, for renewable four-year term. Non-voting Directors 3. Composition and functioning are convened to the meetings of the Board of Director and take of the Board of Directors part in the deliberations in advisory capacity. and the Board Committees In accordance with Article L. 225-23 of the French Commercial Code, the Board of Directors comprises a Director repre- a. Composition and functioning of the Board senting the employee-shareholders, appointed by the of Directors Shareholders’ Ordinary General Meeting among the members of the Supervisory Board of the employee mutual fund (fonds Composition commun de placement d’entreprise – FCPE) holding shares The Company’s by-laws provide that the Board of Directors of the Company on behalf of the employees. The Board comprises between three and 18 members, who shall not be of Directors also comprises a Director representing the older than 75 years-old (provided that the number of Directors employees. over 70 years-old shall not exceed one third of the Directors in The term of office of the members of the Board of Directors is office) and appointed for renewable 4-year term. Directors are four years. The term of office of each Director expires imme- appointed by the Shareholders’ General Meeting upon proposal diately after the meeting of the shareholder’s annual Ordinary from the Board of Directors, itself receiving proposals from General Meeting deliberating on the financial statements for the Appointments Committee. Their office may be terminated the preceding financial year and held during the year during at any time by the Shareholders’ Ordinary General Meeting. which the term expires. For historical reasons related to the The by-laws further provide that the Board of Directors may shareholding of the Company and the existence of sharehol- appoint one or more non-voting Directors, with a maximum ders’ agreement among its main shareholders since its IPO,

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the terms of offices of the Directors were not staggered. While non-voting Directors have foreign nationality. Nine nationali- considering that the absence of staggered renewal does not ties are therefore represented within the Board. hinder the proper functioning of the Board of Directors, the In accordance with the provisions of Article 15-6 of the Company contemplates that the Board of Director shall review Company’s by-laws and of Article 2.10 of the Internal Rules the terms of offices of the next block renewals and possibly of the Board of Directors, each Director must hold at least provide for shorter terms. 100 shares, except for the Director representing the employee- Since June 10, 2015, the Board of Directors comprises shareholders and the Director representing the employees, 12 Directors, among which one representative of the who are not required to hold a minimum number of shares of employee-shareholders and one representative of the the Company. Also, at its meeting of March 10, 2016, the Board employees, and three non-voting Directors. The Directors of Directors issued a recommendation pursuant to which the and non-voting Directors of the Company come from various Independent Directors shall own 1,500 shares of the Company backgrounds and have diverse skills. Six Directors and two 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 9.26.2014 2018 Chairman and CEO Denis Chêne 54 French 9.26.2014 2018 Director Group Chief Financial Officer Justin Méthot 40 Canadian 6.9.2015 2019 Director Roberto Quarta 66 American 9.26.2014 2018 Director Italian Christian Rochat 50 Swiss 9.26.2014 2018 Director Éric Rouzier 40 French 9.26.2014 2018 Director Daniel Boscari 58 French 6.9.2015 2019 Director representing the employees Group project finance manager and Director of municipality development Gabrielle van Klaveren-Hessel 54 Dutch 6.9.2015 2019 Director representing the employee-shareholders Payroll manager at SPIE Nederland Michel Bleitrach 70 French 9.26.2014 2018 Independent Director (1) Sir Peter Mason 69 British 9.26.2014 2018 Independent Director (1) Senior Independent Director (2) Sophie Stabile 45 French 9.26.2014 2018 Independent Director (1) Regine Stachelhaus 60 German 9.26.2014 2018 Independent Director (1) Non-voting Directors Baudoin Lorans 37 French 6.9.2015 2019 Non-voting Director (3) American Alexandre Motte 42 French 9.26.2014 2018 Non-voting Director (3) Alfredo Zarowsky 63 French 6.9.2015 2019 Non-voting Director (3) Argentine Advisor to the Chairman (4) (1) As regards the assessment of the independence of the Directors, see below. (2) As from December 8, 2015. (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, 2016. Until then: Senior Vice President, Strategy and Group Development.

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The composition of the Board primarily reflects the commit- As regards the independence criterion relating to the material ments undertaken by Clayton, Dubilier & Rice (“CD&R”), business relationships, the Appointments Committee and the Ardian and the Caisse de Dépôt et Placement du Québec Board of Directors concluded that the Company and the Group (“CDPQ”) vis-à-vis the Company at the time of its IPO. do not have material business relationships with companies in which these Directors exercise functions of offices. There is Indeed, these commitments provide in particular that also no services contract entered into between the Company CD&R, Ardian and CDPQ (together, the “Consortium”) will or the Group and these Directors. be represented on the Board of Directors by a maximum of (i) four Directors among the candidates that it will propose, Concerning Mrs. Regine Stachelhaus, the Appointments including three Directors proposed by CD&R and one Director Committee and the Board of Directors noted that she had proposed by CDPQ and (ii) one Non-voting Director proposed been appointed as a member of the Supervisory Board of SPIE by Ardian. This representation will be modified in the event GmbH in July 2015 and concluded that this does not affect her of a sale of shares by the members of the Consortium, upon independence of judgment. request from the Company and as follows: (i) CD&R will be Therefore, among the ten Directors of the Company during the represented respectively by three, two or one Director(s) for 2015 Applicable Period and as of the date hereof, not counting so long as it owns at least, directly or indirectly, respectively the Director representing the employee-shareholder and the 25%, 15% or 5% of the Company’s share capital, (ii) Ardian will Director representing the employees for this purpose, the be represented by one Non-voting Director for so long as it Board of Directors comprises 40% of Independent Directors, owns at least, directly or indirectly, 2% of the Company’s share so that the proportion recommended by the AFEP-MEDEF capital, and (iii) CDPQ will be represented by one Director and Code is met. 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 Senior Independent Director only represented by two Directors for the reasons described above, CDPQ will be represented by a second Director, On December 8, 2015, the Board of Directors, upon proposal provided that CDPQ holds, directly or indirectly, at least 15% of the Appointments Committee, decided to appoint an of the Company’s share capital. Independent Director as Senior Independent Director and amended its Internal Rules to provide for his missions The composition of the Board of Directors also reflects the and duties. Sir Peter Mason was thus appointed as Senior desire to ensure a presence of Independent Directors in Independent Director for the term of his office as Director. a proportion consistent with the recommendation of the AFEP-MEDEF Code that at least one third of the members The Internal Rules provide that the appointment of a Senior of the Board of Directors be independent in controlled Independent Director is mandatory when the functions companies within the meaning of Article L. 233-3 of the French of Chairman of the Board and Chief Executive Officer are Commercial Code (see below). combined and optional otherwise. Pursuant to the Internal Rules, the Senior Independent Independence of the members of the Board Director performs the following missions: of Directors • Organisation of the Board of Directors: The Senior The independence criteria applied by the Board of Directors Independent Director shall assist the Chairman in his are those set forth in the AFEP-MEDEF Code. duties, in particular in the organisation and smooth func- During its meeting of November 17, 2015, the Appointments tioning of the Board of Directors and its Committees and Committee conducted the annual assessment of the inde- the supervision of the corporate governance and internal pendence of Mrs. Sophie Stabile, Mrs. Regine Stachelhaus, control. He is in particular the preferred contact for share- Mr. Michel Bleitrach and Sir Peter Mason in light of all the holders, in particular those not represented on the Board criteria set forth by the AFEP-MEDEF Code, based on the of Directors, regarding corporate governance issues. He is answers they had provided to the individual questionnaire also responsible for providing assistance to the Board in sent to them. The conclusions of the Appointments Committee order to ensure the smooth functioning of the Company’s were presented and approved by the Board of Directors at its corporate bodies and for providing the Board of Directors meeting on December 8, 2015. with his views on the transactions on which the Board of Directors shall deliberate. In this context, he shall ensure Under this analysis, the Board believes that four Directors that members of the Board of Directors are able to exercise (Mrs. Sophie Stabile, Mrs. Regine Stachelhaus, Mr. Michel their duties in the best possible conditions, in particular by Bleitrach and Sir Peter Mason) are independent under these ensuring that they receive a high level of information prior criteria. to the meetings of the Board of Directors.

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• Assessment of the General Management and the Board of conducted, in particular as regards the monitoring of all Directors: The Senior Independent Director meets perio- corporate governance matters and the use made of the dically and at least once a year the non-executive Board powers recognised to him. Given that the appointment members without the executives or “in-house” Directors, of Sir Peter Mason as Senior Independent Director took in order, in particular, to assess the performance of the place on December 8, 2015, his first activity report will be CEO (Président-directeur général) (or of the Chairman and prepared for the year 2016. General Manager if the two positions are separated), and, if applicable, performance of one or more deputy managing Balanced representation of women and men Directors (Directeurs généraux délégués) and to think about During the 2015 Applicable Period and as of the date of this the future of the executive management. In this context, report, the Board of Directors comprises 11 Directors, not the Senior Independent Director leads the discussions counting the Director representing the employees for this during the meeting of the Board of Directors which, purpose, among which three women, Mrs. Sophie Stabile, following report of the Compensation Committee, assess Mrs. Regine Stachelhaus and Mrs. Gabrielle van Klaveren- the performance of the CEO (Président-directeur général) Hessel, i.e., more than 27% of the Directors. (or of the Chairman and General Manager if the two The Company therefore complies with the provisions of Law positions are separated), and, if applicable, performance No. 2011-103 of January 27, 2011 relating to the balanced of one or more deputy managing Directors (Directeurs representation of women and men within Boards of Directors généraux délégués), and determine their objectives and and Supervisory Boards and to professional equality, amending compensation. Similarly, if he deems necessary, the Senior in particular Article L. 225-37 of the French Commercial Code Independent Director may organise, prior to the meeting of pursuant to which this report is prepared. the Board of Directors deliberating on the assessment of the Board of Directors and of the Committees, a meeting It is anticipated that the Board of Directors, assisted by the among the independent members of the Board of Directors Appointments Committee, shall begin, during the course of for consultation, coordination and facilitation of communi- 2016, the necessary steps so that the Company is in position cation of potential recommendations to the latter. to comply with the proportion of 40% of women on the Board • Management of conflicts of interests: The Senior of Directors that will be prescribed by law as from the 2017 Independent Director is in charge, in particular, in coor- shareholders’ Annual General Meeting called to approve the dination with the Appointments Committee which he financial statements for the year ended December 31, 2016. may consult and meet on these matters as necessary, of regularly performing diligences for the identification and Conditions of preparation and organisation analysis of, and information on, situations which might of the work of the Board of Directors fall within the scope of the management and prevention Internal Rules of conflicts of interests within the Board of Directors and The Board of Directors adopted Internal Rules on the occasion among the executive officers. He is seized or seizes himself of the Company’s IPO and the applicable version as of the of every conflict of interests, actual or potential, which he date of this report was adopted by the Board of Directors on becomes aware of concerning the executive officers and the December 8, 2015. The Internal Rules specify the rules and other members of the Board of Directors. He informs the operating procedures of the Board of Directors, in addition Secretary of the Board of Directors and the Chairman of the to applicable legislative and regulatory provisions and to the Appointments Committee thereof and, if the latter deems Company’s by-laws. The respective Internal Rules of the four necessary, the Board of Directors. The Senior Independent Committees of the Board of Directors are also attached as Director, as necessary, may provide recommendations to annexes to the Board’s Internal Rules. the Appointments Committee and to the Board of Directors on the management of potential conflicts of interests that In accordance with Article 1.3 of the AFEP-MEDEF Code, the he detected or of which he was informed. Internal Rules of the Board of Directors are available on the Therefore, each member of the Board of Directors is Company’s website (www.spie.com). required to notify the Senior Independent Director, who Missions of the Board of Directors reports this to the Secretary of the Board of Directors and The Internal Rules of the Board provide that the Board of to the Chairman of the Appointments Committee then, if Directors performs the duties and exercises the powers the latter deems this necessary, to the Board of Directors, granted by law, the Company by-laws and the Internal Rules of any conflict of interests, even potential, of which he of the Board. The Board of Directors shall determine the becomes aware, and must refrain from taking part in the strategic directions of the Company’s business activities and vote on the corresponding resolution, where applicable. ensure implementation thereof. In particular, implementation • Reports: Annually, the Senior Independent Director shall of certain specific strategic decisions is subject to prior establish and present to the Board of Directors an activity authorisation by the Board of Directors (see below). Subject to report to assess the type of diligences and missions

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

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

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• follow-up on ethics matters (presentation of facts and In 2015, the Group reviewed the internal succession plan implemented action plans), presentation of the Group’s implemented for the executive officers in order to ensure procedures related to fraud and information on the update the continuity and the skills of its executive team. This plan of the Group’s procedures related to anticorruption, shall be presented to the Appointments Committee during the recourse to agents and sponsors, sub-contractors and course of 2016. suppliers and acquisitions. Work of the Appointments Committee The average participation rate of the members of the Audit During the 2015 Applicable Period, the Appointments Committee during the 2015 Applicable Period was 83%. Committee met twice, in order to discuss the following main topics: Appointments Committee Composition • review of the Internal Rules of the Appointments Committee; During the 2015 Applicable Period, members of the Appointments Committee were: Mr. Roberto Quarta • annual assessment of the independence of the members (Chairman), Mrs. Regine Stachelhaus (Independent Director), of the Board of Directors; Mr. Justin Méthot and Mr. Gauthier Louette. They were • appointment of a Senior Independent Director and deter- appointed by the Board of Directors as members of the mination of his missions; Appointments Committee, based in particular on their inde- • organisation of the process for the evaluation of the func- pendence and their expertise in selecting executive officers of tioning of the Board of Directors and of its Committees for publicly traded companies. the years 2015 to 2017; and The Appointments Committee therefore comprises four • information relating to changes in the composition of the members, with one independent member. The composition of General Management Committee of the Group. this Committee is therefore not compliant with the recommen- The average participation rate of the members of the dation of the AFEP-MEDEF Code, which requires a majority Appointments Committee during the 2015 Applicable Period of independent members within this Committee. Given the was 75%. stakes represented by the appointment of Directors, which is closely linked to the evolution of the shareholding of the Compensation Committee Company, it was decided that two representatives of the main Composition shareholders of the Company and the Chairman and CEO shall sit in this Committee. In order to keep a consistent size with The Compensation Committee is composed of three members, regard to the other Committees of the Board of Directors, this two of whom are independent members of the Board. During composition does not allow more Independent Directors within the 2015 Applicable Period, members of the Compensation this Committee. Committee were: Mr. Michel Bleitrach (Chairman, Independent Director), Mrs. Sophie Stabile (Independent Director) and The term of office of the members of the Appointments Mr. Roberto Quarta. They were appointed by the Board of Committee coincides with their term on the Board of Directors Directors as members of the Compensation Committee based (see above). It may be renewed at the same time as their Board in particular on their independence and their expertise in the membership. area of compensation for executive officers of public traded Missions of the Appointments Committee companies. The Appointments Committee is a specialised Committee of The composition of the Compensation Committee complies the Board, with the primary mission of assisting the Board with the recommendations of the AFEP-MEDEF Code. in determining the members of the executive bodies of the The term of office of the members of the Compensation Company and its Group. Committee coincides with their term on the Board of Directors In this context, it performs the following missions: (see above). It may be renewed at the same time as their Board membership. • appointment recommendations for members of the Board of Directors, the General Management, and Committees of Missions of the Compensation Committee the Board of Directors; and The Compensation Committee is a specialised Committee of • annual assessment of the independence of the members the Board of Directors, the principal task of which is to assist of the Board of Directors. the Board in the determination and regular assessment of all The Appointments Committee meets as needed and, in any compensation and benefits for executive officers or managers event, at least once a year prior to the Board meeting that of the Group, including all deferred benefits and/or severance decides the situation of the members with regard to the payments for voluntary or force departure from the Group. independence criteria adopted by the Company.

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In this framework, it performs the following tasks: Missions of the Strategy and Acquisitions Committee

• reviews and recommends to the Board of Directors all The Strategy and Acquisitions Committee is responsible for elements and conditions of the compensation for the main questions relating to the Group’s policy on acquisitions and executive officers of the Group; financing. • reviews and recommends to the Board the method of The Strategy and Acquisitions Committee must be consulted allocation of Directors’ fees; about any proposed transfer, acquisition or disposal, spin-off, • consults for recommendation to the Board of Directors on merger or demerger by the Company or a company of the all exceptional compensation related to special missions, if Group when the operation in question involves an enterprise any, that may be assigned by the Board to certain members. value or transaction greater than €15 million or a company or business that generates revenues greater than €50 million The Compensation Committee meets as needed and, in any and, more generally, when the operation in question must first event, at least once a year, prior to any meeting of the Board of be approved by the Board of Directors (see below). Directors that will decide on the compensation for members of the General Management or the allocation of Directors’ fees. Work of the Strategy and Acquisitions Committee

Work of the Compensation Committee During the 2015 Applicable Period, the Strategy and Acquisitions Committee met, to discuss the project of acqui- During the 2015 Applicable Period, the Compensation sition of the company Leven Energy Services Limited (which Committee met once, to discuss the following main topics: became SPIE Leven Energy Services Limited) in the United- • determination of the 2016 annual fixed and variable Kingdom. This acquisition was completed on July 22, 2015. compensation of the Chairman and CEO; The average participation rate of the members of the Strategy • review of the 2016 annual fixed and variable compensa- and Acquisition Committee during the 2015 Applicable Period tion of the other members of the General Management was 100%. Committee of the Group and their evolution; • review of the Group’s general compensation policy as of c. Evaluation of the functioning of the Board of January 1, 2016; Directors and the Committees of the Board • discussion on the implementation of a bonus share scheme The Internal Rules of the Board of Directors provide the proce- (plan d’attribution d’actions gratuites) within the Group; and dures pursuant to which the Board of Directors shall assess • setting the principles for the allocation of the Directors’ its capacity to meet shareholders’ expectations by conducting fees among the Directors for the year 2016. periodic reviews of its composition, organisation and functio- The average participation rate of the members of the ning. To that purpose, once a year, the Board of Directors shall, Compensation Committee during the 2015 Applicable Period upon report of the Appointments Committee, devote an item of was 100%. the agenda to its operating procedures, to the verification that important issues are properly prepared and discussed within Strategy and Acquisitions Committee the Board of Directors, and to the measuring of the effective participation and involvement of each Board member in the Composition Board of Directors’ work through his or her competence and During the 2015 Applicable Period, members of the Strategy involvement in deliberations. This assessment shall be made and Acquisitions Committee were: Mr. Gauthier Louette on the basis of the answers to an individual and anonymous (Chairman of the Board of Directors), Mrs. Regine Stachelhaus inquiry addressed to each member of the Board of Directors (Independent Director), Mr. Christian Rochat, Mr. Justin Méthot once a year. and Mr. Denis Chêne. A formal evaluation shall be performed at least once every The term of office of the members of the Strategy and three years, possibly under the leadership of the Senior Acquisitions Committee coincides with their term on the Board Independent Director or another independent Board member, of Directors (see above). It may be renewed at the same time and, when appropriate, with help from an external consultant. as their Board membership.

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

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To the Board of Directors, such combination constitutes a (vi) Any decision to participate in a project involving a choice of organisation that is well adapted to the Company and company of the Group up to an amount (per project) the Group, particularly in the context of the recent IPO of the exceeding €50 million, together with the entry into any Company, and most consistent with the role previously under- agreement of an overall amount equal or exceeding taken by the current Chairman and CEO within the Group, in €50 million; particular his office as President of the Company under its (vii) Any amendment to the bylaws of the Company; former corporate form of simplified joint stock company. (viii) Any proposition in relation with any financial underta- Taking notably account of this combination of functions, on king or any operation of indebtedness that would lead December 8, 2015, the Board of Directors, upon proposal of the leverage ratio of net debt on EBITDA of the Group the Appointments Committee, appointed Sir Peter Mason as to exceed a certain amount set annually by the Board of Senior Independent Director (see above). Directors;

In accordance with applicable law, the Company’s by-laws and (ix) Any decision of issuance of any securities granting access the Internal Rules of the Board of Directors, the Chairman and to the share capital of the Company (including stock- CEO chairs the meetings of the Board of Directors, organises options plan, any Company savings plan or, any incentive and leads its work and meetings and ensures a smooth mechanism of the employees of the Group); functioning of the Company’s corporate bodies, in ensuring (x) Any decision to amend the compensation conditions, in particular that the Directors are in a position to perform fixed, variable, in cash or in kind, of the executive officers their mission. of the Group; (xi) Any disposal of a company belonging to the Group or Limitations to the powers of the General any disposal of one or several of its main businesses, Management provided that this transaction involves an enterprise The Chairman and CEO holds the widest powers to act in all value or a transaction amount exceeding €50 million or circumstances in the name and on behalf of the Company, a company or a business with an annual revenue higher which he represents towards third parties. than €150 million; and

However, in accordance with Article 4.2 of the Internal Rules of (xii) Any merger, spin-off, or contribution in kind involving a the Board of Directors, he must obtain the prior authorisation company of the Group and a third company provided that of the Board of Directors with respect to the following strategic this transaction involves an enterprise value of the third decisions: company or a transaction amount exceeding €50 million or a third party company or enterprise with an annual (i) Approval or amendment to the business plan or to the revenue exceeding €150 million. budget (including investment budgets together with the related financing plan) of the Company, including the consolidated annual budget of the Group; 5. Principles and rules set forth by (ii) Any investment (except paragraph (iii) below) not approved the Board of Directors for the according to paragraph (i) above, in the context of the compensation and benefits of business plan or the budget, for an amount exceeding any kind granted to executive ten million euros; officers during 2015 (iii) Any external growth transaction or takeover or acquisition of stake, provided that this transaction involves The compensation policy for the Company’s executive officers an enterprise value or a transaction amount exceeding was adapted to usual practices of listed companies and €30 million, or a company or a business with annual reflects the recommendations of the AFEP-MEDEF Code. revenue exceeding €100 million; (iv) Any launch of a significant activity not within the usual a. Members of the Board of Directors scope of the companies of the Group or any decision to During its meeting on June 9, 2015, the mixed Shareholders’ stop or reduce significantly the main businesses of the General Meeting decided, upon a proposal of the Board Group; of Directors after consultation with the Compensation (v) Constitution of security interests (endorsements and Committee, in the context of the Company’s IPO, to increase guarantees) by the Company for the benefit of a third the global annual amount of Directors’ fees allocated to the party, except guarantees granted to customs and tax Board of Directors to €450,000 for the financial year 2015 and authorities in the normal course of business; the following years, until a new decision of the Shareholders’ General Meeting.

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The rules for allocating the Directors’ fees among the In accordance with the recommendations of the AFEP-MEDEF Directors have been set forth by the Board of Directors, upon Code, the components of the compensation due or granted recommendation of the Compensation Committee, during its with respect to the financial year 2015 to the Chairman and meeting on March 10, 2015. They have not changed after the CEO of the Company, as presented below, will be submitted decision of the Shareholders’ General Meeting of June 9, 2015 to a consultative vote of the shareholders of the Company described above. during the shareholders’ Annual General Meeting scheduled on May 25, 2016. The rules for allocating the Directors’ fees among the Directors have been set as follows: Fixed and variable compensation with respect to • only Independent Directors (currently four) are entitled to financial year 2015 Directors’ fees; In accordance with the principles described above, the Board • each Independent Director receives a maximum total of Directors of December 3, 2014, upon recommendation from amount of €60,000 per year, subject to his/her participa- the Compensation Committee, set forth the 2015 compensation to the meetings of the Board of Directors and of the tion of the Chairman and CEO as follows: Committees (see below); • a gross fixed part amounting to €715,000, as compared • each Chairman of a Committee who is independent receives to €687,000 in 2014, i.e., a 4.08% increase; this increase an additional amount of €10,000 per year, subject to his/her was based on a detailed study of 2014 fixed and variable participation to the meetings of the Board of Directors and compensation of executive officers of comparable of the Committees (see below); companies conducted by an independent consultant firm • the Independent Directors’ compensation is split in a on behalf of the Company; and fixed part (40% of the total) paid half in June and half in • an annual variable part with achieved objectives amounting December, and a variable part (60% of the total), which to 100% of his gross fixed annual compensation, with 55% depends on the participation in Board of Directors and linked to EBITA, 10% linked to Operating Cash Flow, and Committee meetings, paid end of March of the following 35% linked to individual qualitative objectives, presented year after the activity report presented to the Board of below, and with an adjustment of the EBITA factor based on Directors. This variable part shall be proportional to the the performance of the Group in terms of safety. participation rate to the meetings, a meeting of the Board The individual qualitative objectives set forth by the Board of Directors counting for 1 and a meeting of a Committee of Directors on March 10, 2015 for the 2015 variable annual counting for 1/2. compensation are as follows: The compensation due to each member of the Board of Directors with respect to 2015, after taking into account their • Enhance Key account Policy; participation in Board of Directors and Committee meetings, • Maintain “readiness” of SPIE for IPO in 2015 and organise is presented in Chapter 15 “Compensation and benefits” of the SPIE as a listed Company; 2015 Registration Document to which this report is attached. • Relationships with shareholders and financial communication; b. Chairman and CEO • Consolidation of SPIE GmbH integration; and The compensation of the Chairman and CEO comprises a fixed • Management of EXCOM. 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 held on March 10, 2016, upon proposal the Board of Directors, upon recommendation from the from the Compensation Committee and after review of Compensation Committee, sets forth the amount of the fixed the level of achievement of the quantitative and qualitative annual compensation for the following year as well as the performance objectives described above, set the amount of level of his variable annual compensation with respect to the the 2015 variable annual compensation of the Chairman and following year and the quantitative criteria based on which the CEO to €693,920. latter shall be calculated. At the beginning of each financial year, the Board of Directors, upon recommendation from Pension plan the Compensation Committee, calculates the amount of the The Chairman and CEO benefits from a defined benefit supple- variable annual compensation due with respect to the previous mental pension plan set up within SPIE Operations in 2001 and financial year based on the results of the previous year and the a defined contribution supplemental pension plan established achievements of his quantitative and qualitative objectives, and within Financière SPIE in 2009. Both plans are now within the sets forth the objectives for the qualitative part of his variable Company. annual compensation for the current financial year.

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Severance package and non-compete event of job loss, payment for 24 months of an annual benefit The Chairman and CEO benefits from a severance package capped at 40% x 6 ASSC (Annual Social Security Cap) (PASS - of one year of compensation (fixed plus variable excluding Plafond Annuel de la Sécurité Sociale). exceptional bonuses if any). The Chairman and CEO does not benefit from any indemnity The performance conditions, applicable to this termination which would be due to compensate a non-compete provision. indemnity, are based on the rate of achievement of the economic and financial criteria applicable to the variable part Other benefits of his compensation as decided by the Board of Directors The Chairman and CEO benefits from a Company car. upon recommendation from the Compensation Committee The summary tables presenting the compensation and (see above). The average rate of achievement of the objectives benefits of any kinds of the Chairman and CEO with respect to based on these criteria for the last three years must be equal the financial years 2014 and 2015 are included in Chapter 15 to or greater than 70%. “Compensation and benefits” of the 2015 Registration Eventually, the Chairman and CEO is a participant in the social Document to which this report is attached. guarantee for heads of companies (GSC) that provides, in the

B. Internal control and risk management

control of the Group’s activities, the effectiveness of its 1. Principles operations and the efficient use of its resources.

Throughout the year, the Group provides proximity services for • The internal audit is an independent and objective activity its clients, in naturally changing internal and external contexts. that provides the General Management with assurance To deal with the risks inherent in carrying out its business, the of the degree of control over its operations and advice on Group has set up a decentralised organisation and established how to improve them, based on an annual programme of procedures enabling it to protect its business and limit the work. The internal audit is also responsible for periodically negative impact of these risks, where appropriate. assessing the relevance, effectiveness and efficiency of the Group’s internal control and risk management systems.

a. Organisation of the internal control, b. Internal control and risk management risk management and internal audit system mechanisms The Group’s internal control and risk management mechanism The internal control and risk management mechanisms contri- is adapted to its strategic guidelines and to its international bute, together with the internal audit, to controlling activities, development. The mechanism set up, distributed and used optimising their technical and operational performance and, by the SPIE Group is based on the reference framework finally, achieving the Group’s strategic objectives: proposed by the AMF in 2007, supplemented by its imple- • The risk management mechanism aims to anticipate risks, menting guidelines, which was updated in July 2010, and also in order to preserve SPIE’s value, assets and reputation. on AMF recommendation 2013-17; it also complies with the At Group level, it allows the identification, analysis and recommendations of the report from the working group on hierarchisation of events likely to significantly impact on the the Audit Committee, published in July 2010. This reference Group’s objectives. It favours the definition and monitoring framework is itself consistent with the American COSO I & of actions plans corresponding to these risks. II (Committee of Sponsoring Organizations of the Treadway Commission) systems. • The internal control mechanism comprises all the permanent mechanisms implemented at all levels within SPIE’s internal control and risk management mechanism SPIE, involved in the handling of risks (internal control is constantly developing, so as to adapt, in keeping with the standards, control points, etc.). It also contributes towards AMF’s recommendations, to developments in SPIE’s economic ensuring compliance with laws and regulations and with and regulatory environment, or also those of its organisation the Group’s internal standards. It thus participates in the or its activities.

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SPIE has and all its fully consolidated subsidiaries, taking into account thus implemented a global, coordinated internal control and any local specific features and particular regulations in force. risk management mechanism that is ultimately based on the In the particular case of the entities recently acquired, the definition of individual objectives shared between the manage- Group’s internal control and risk management system must be ment and every Group employee, to achieve the objectives set applied within eighteen months of their integration into SPIE. by the Board of Directors and General Management. d. Limits of the internal control and risk a. The General Management Committee management mechanisms (Comité de direction générale, CDG) Within SPIE, internal control and risk management are SPIE’s Chairman and CEO relies on a General Management everyone’s business. These mechanisms are thus imple- Committee (CDG) on which all the Group’s subsidiaries are mented permanently by SPIE’s General Management, the represented. At the date of preparing this report, the CDG is managerial staff, local management and, finally, its operating composed of nineteen members. The CDG’s task is to respond teams. These mechanisms cannot provide an absolute to the desire to improve synergies and functioning as an guarantee that the Company’s objectives will be achieved, integrated, listed group, while respecting the management however. The main limits relate to external uncertainties and independence of subsidiaries. This CDG is a body that reflects, developments; an error of judgment or instances of human consults and decides on major strategic and operating matters failure in taking and/or implementing decisions. within the Group. The CDG meets in principle once a month; once a year it also examines the Group’s internal control Moreover, in order to take into account the economic reality of review and twice a year it examines the risk management the life of Group companies, but also to guarantee business mechanism (major risk mapping and monitoring of corrective secrecy and to protect its know-how, the Company has action plans). 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 b. The Administrative and Financial are disclosures in this report or in Chapter 4 “Risk factors” Department of the 2015 Registration Document, to which this report is The Administrative and Financial Department is responsible attached, certain information is deliberately omitted while for the finance division within the Group, directly through always ensuring that the correct information is provided for centralised functions (financial communication, accounting shareholders, the market and investors. 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 2. The main participants in internal various subsidiaries reporting to it. control and risk management The Chief Financial Officer reports to the Chairman and CEO; and its management he is a member of the General Management Committee and a Director of SPIE. The main managers of the corporate In 2015, the Group’s organisation is based on the General financial divisions and subsidiaries form the Group’s Financial Management, the corporate functional departments and the Management Committee, which meets monthly. managers of the subsidiaries, within the scope defined by business area or geography. c. The Risk Control and Internal Audit SPIE’s internal control and risk management mechanism Department is thus implemented at the most appropriate level within Set up in January 2015, the Risk Control and Internal Audit the organisation of the Group, under the supervision of the Department is attached to SPIE’s Chairman and CEO and Group’s governing bodies and, more specifically, the Board reports to the Audit Committee of the Board of Directors. It of Directors’ Audit Committee, whose task, among others, is coordinates the following three divisions; risk management, to “monitor the effectiveness of the internal control and risk internal control and internal audit. management systems (see above)”. By way of illustration, SPIE makes the safety of Company employees the focus of its

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

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• since 2003, SPIE has been part of the United Nations The risks mentioned were finally consolidated by grouping Global Compact and ensures that its principles on human risks presenting similar problems and based on the “one man, rights and rules on employment, the environment and one vote” principle, so that the criticality and level of control of combating corruption are applied. Its performances in this each of the major risks could be calculated. Finally, each risk field are regularly evaluated by an independent agency that was dealt with in a detailed individual form providing, among measures social responsibility; other things, for a specific action plan attributed to a “risk • ethical business conduct constitutes a fundamental owner”, with a schedule of execution. Each major risk is also element of SPIE’s approach, which is a belief that the linked to one or more internal control point(s) and with one or economic performance of an enterprise cannot be disasso- more risk indicator(s), where possible. ciated from its ethical responsibility. With this in mind, the Group has created its eight principles on ethical business c. Control activities conduct to regulate its activities. A guide on the application In general, apart from the general tasks described above, each of ethical principles has also been prepared which seeks to organisation within SPIE is associated with the Group’s control guide SPIE’s employees on the right conduct they should activities in a way that ensures that SPIE’s rules, instructions adopt in relation to certain situations that may constitute and procedures are circulated, understood and applied. significant risks both for the employees and for SPIE; Since 2013, the Group has used an internal control system, • the human resources management policy and the initially called “the SPIE rules”. Following an initial expansion in Corporate Human Resources Evaluation and Development 2014, this system then became known as “the Group’s internal Committee (CEDRE). This is a collective approach, defined control standards” and led to an initial self-assessment annually for each corporate level: services, agencies, campaign within subsidiaries of their level of internal control. departments, up to the General Management, a joint At the beginning of 2015, SPIE’s internal audit then reviewed process that seeks to ensure collectively that the perfor- this initial assessment of SPIE’s internal control level within mance of the operating unit and its human resources the subsidiaries. This initial assessment was presented in are matched, and on an individual level the personal and March 2015, firstly to the Group’s Chief Executive Officers and professional development of each employee. then to the Directors who are members of the Audit Committee b. Risk assessment of the Board of Directors of SPIE and to the auditors. Action plans were then implemented in the subsidiaries; internal Since 2010, the Group has carried out periodic risk mapping control reinforcement measures were also undertaken. At to provide the Group’s General Management Committee and the same time, the internal control standards were revised by the Audit Committee of the Board of Directors with a snapshot the Risk Control and Internal Audit Department, liaising with of the major risks to which the Group may be exposed, i.e. the internal control correspondents in the subsidiaries and those that may jeopardise the achievement of its objectives or the head office’s functional departments. Redundant controls disrupt its activities, permanently damage its image or even were eliminated; some were simplified, while those missing the Group’s key operating processes. were added. A second self-assessment campaign began at In 2015, the Risk Control and Internal Audit Department the beginning of November 2015 in the Group’s subsidiaries; carried out further mapping of the Group’s major risks, it now covers 159 priority controls (aimed at reducing the risks using a methodology based on the recommendations of the associated to a major objective of the organisation) and 143 key AMF’s working group concerning adaptation of the reference controls (preventive or detection controls aimed at preventing framework to the issues of risk management and internal or detecting the emergence of undesirable elements) distri- control. This was done according to a uniform working buted among SPIE’s 18 internal control processes. The results method adopted by all of the Group’s seventeen managers, of the 2015 Group internal control review will be available at who were interviewed based on a methodological guide that the beginning of the second quarter of 2016. was established and circulated before interview. The risks were identified by families (strategy, operations, compliance d. Circulation of information and finance) and sub-families (18) through the Group’s risk Internal control information is systematically made available register. For each risk identified the causes and possible to all SPIE employees on the Group’s Intranet. It is also made consequences were described; the impact, frequency and available to persons requiring it through the functional depart- current and expected control levels were also assessed. ments via their network of correspondents in the subsidiaries. Certain procedures or rules may moreover form the subject

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of ad hoc communication campaigns. As a reflection of the The Accounting Department, attached to the Group’s Group’s decentralised organisation, information is always Administrative and Financial Department, is responsible for circulated by the managerial or functional organisation for the integrity and reliability of SPIE’s financial information best effect. (statutory and consolidated financial statements) circulated within and outside the Group.

For production of the statutory and consolidated financial 4. Internal control process relating statements, it takes responsibility for: to the preparation and handing of financial and accounting • the preparation, approval and examination of the Group’s information statutory and consolidated, half-yearly and annual financial statements, as well as the projected figures; Financial information is the result of a rigorous and exhaustive • identification, consolidation and monitoring of the off- financial planning process. This process includes the following, balance-sheet commitments of the Group’s subsidiaries; in particular: • the preparation, circulation and monitoring of the • a medium-term strategic plan; accounting procedures within the Group, ensuring their compliance with the accounting standards in force and the • an annual budget; correct accounting translation of significant transactions; • two complete re-estimates of the financial indicators • guidance on the Group’s financial information system; projected to year-end; • setting the schedule and instructions on closure for • monthly statements; the preparation of the half-yearly and annual financial • monthly updates on the forecasts of certain financial statements. indicators projected to three months; After collecting letters of confirmation from the management • monthly meetings of Management Committees of each departments of the subsidiaries and the head office, the subsidiary during which indicators are reviewed and auditors present their observations on the half-yearly and commented on. annual accounts to the members of the Audit Committee and The Group’s accounting rules and methods are accessible on then to the Board of Directors. the SPIE intranet. Finally, like any listed company, SPIE is subject to the control of the AMF.

C. Other Information

1. Means for participating in 2. Elements likely to have Shareholders’ General Meeting an impact in case of takeover

Participation of shareholders in the Company’s Shareholders’ Information relating to elements likely to have an impact in General Meetings is ensured under the conditions provided case of takeover, as prescribed by Article L. 225-100-3 of under applicable law and Article 19 of the Company’s by-laws. the French Commercial Code, are presented in Chapter 18 In particular, any shareholder may assist to Shareholders’ “Principal shareholders” of the 2015 Registration Document General Meeting and participate in the deliberations in person to which this report is attached. or by proxy or trough distant voting, under the conditions set forth in the aforementioned Article of the by-laws.

Gauthier Louette

Chairman of the Board of Directors

Cergy-Pontoise, March 10, 2016

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SPIE SA For the year ended December 31, 2015

Statutory Auditors’ report, prepared in accordance with article L.225-235 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.225-235 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.225-37 of the French Commercial Code for the year ended December 31, 2015.

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.225-37 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.225-37 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 WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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.225-37 of the French Commercial Code.

Other information We attest that the Chairman’s report sets out the other information required by Article L.225-37 of the French Commercial Code.

Neuilly-sur-Seine and Paris La Défense, April 20, 2016

The Statutory Auditors

PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas

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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 INFORMATION RELATING TO SOCIETAL SUSTAINABLE AND ENVIRONMENTAL RESPONSIBILITY (CSR) ...... 310 DEVELOPMENT COMMITMENTS ...... 320

CSR STRATEGY ...... 312 METHODOLOGICAL NOTE ...... 323

LABOUR INFORMATION ...... 313 REPORT BY ONE OF THE STATUTORY AUDITORS, APPOINTED AS AN INDEPENDENT THIRD PARTY, ON THE CONSOLIDATED ENVIRONMENTAL INFORMATION ...... 317 HUMAN RESOURCES, ENVIRONMENTAL AND SOCIAL INFORMATION INCLUDED IN THE MANAGEMENT REPORT ...... 324

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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 319

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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 325 2015 limits 325 Controls and verification 325

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As a player in the green economy, SPIE is involved throughout social and environmental – are SPIE’s values. Through these the life cycle of its clients’ activities: from advising and three concepts, SPIE incorporates its CSR approach into its feasibility studies to keeping their most critical facilities in strategy. operational condition. SPIE’s development focuses on four A CSR Committee, composed by members of the Executive markets, demonstrating its desire to offer solutions allowing Committee, is in charge of the CSR strategy of SPIE. It meets its clients to take environmental and societal issues into on a regular basis. Its function is to propose CSR objectives account: and supervise their realizations. • Smart City: Contributing to a sustainable model of urban Moreover, SPIE has a large network of employees responsible and territorial development; for managing issues related to Quality/Health/Safety/ • E-fficient buildings: Optimising real estate performance Environment (“QHSE”) covering all the themes and led by a over time through the convergence between digital tech- team dedicated to sustainable development located at the nologies and services for buildings; headquarters in Cergy Pontoise. All policies on the various • Energies: Promoting the energy transition through a wide subjects are relayed at the local level to ensure the implemen- range of technologies and services that improve modes of tation of local actions. production, use, and transport of energy; SPIE also communicates various data related to Sustainable • Industry services: Supporting manufacturers across the Development themes in its Reference Document and Annual entire value chain to improve performance, reduce their Report, which supplement this CSR report. The main objective costs, and promote their innovations. of the CSR report is to company with Article R. 225-105-1 of SPIE aspires to be an environmentally responsible company the French commercial code providing for the dissemination through both its internal and external practices, by providing of quantitative or qualitative information on 42 topics relating innovative solutions and taking the expectations of its various to social, environmental, and societal data. stakeholders into account.

“Proximity” with its teams, clients, and partners, “Performance” at all levels, and “Responsibility” – including

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by a strong mobilisation of management, were organised Employment worldwide to raise employee awareness.

This operation places SPIE among the European companies Total staff and breakdown of employees whose proportion of employee shareholders is considerably by gender, age, and geographic area above the European average. Beyond the financial aspects, the SPIE employed 37,662 people at December 31, 2015 versus ambition of Share For You 2015 is also to reaffirm the impor- 38,245 people at December 31, 2014 (all types of contracts: tance of the corporate culture. As such, 78.4% of employees fixed-term, permanent, apprentices). are shareholders in France and 53.5% in the world.

• 33,509 employees work in Europe (including 19,046in For more information, refer to paragraphs 17.1.4 – “Pay policy” France) and 4,153 in the rest of the world (Africa, Middle / 17.3 – “Profit-sharing and incentive scheme agreements” / East, Asia-Oceania, South America). Women account for 17.4 – “Employee shareholding” in the reference document. 13% of the workforce. • The average age is 42 years. For more information, refer to paragraph 17.1.1 – “Number Organisation of work and breakdown of employees” in the reference document to which this report is attached. Organisation of working time SPIE complies with all legal and contractual obligations Hires and dismissals regarding working time in its various subsidiaries. SPIE’s In 2015, 2,343 new employees joined the Group following hires activities generally do not require its employees to work in or various acquisitions by the Group. teams or with alternating working hours.

Following an adaptation to SPIE’s positioning on its markets, The rate of employees on permanent contracts (or equivalent) a job-protection plan was implemented after consultation of is 88% in the entire Group. Considering the specific activities of management and labour in Germany. the subsidiaries Oil & Gas Services and SPIE Communication for which the use of fixed-term contracts or “project contracts” In France and the Oil & Gas Services subsidiary, departures is more frequent, the rate of employees on permanent are related to an adaptation of structures to the decrease in contracts is lower in these entities. SPIE’s policy is to hire volumes of activity. The sale of the activity in Greece also led employees on permanent contracts. to the departure of employees.

In all these geographical areas, dismissals are included in Absenteeism departures. SPIE monitors the absenteeism rate in all its European subsidiaries. Trends are monitored and analysed, but the data Pay and its changes are not consolidated to date. The observed absenteeism rate The pay policy deployed by SPIE includes the allocation of does not call for any particular comment and is in line with the variable pay related to collective and individual performance. standards of the profession. In addition to the basic pay policy, SPIE redistributes wealth through: Labour relations • the establishment of a profit-sharing agreement in France; • the establishment of a profit-sharing agreement in the French, Belgian, and Dutch subsidiaries. Organisation of the dialogue between management and labour, in particular SPIE associates its employees with the dynamics related to the IPO in June 2015. The “Share For You 2015” operation the procedures for informing, consulting, was launched at the international level, thus opening up and negotiating with staff to 14 countries (six new countries compared with the 2011 Employees of SPIE Group companies are represented at employee mutual fund), bringing the proportion of eligible various levels (Group/Companies/Establishments) by repre- employees to nearly 90%. More than 100 meetings, marked sentatives of the representative trade unions, staff delegates,

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works councils and/or central works council, Health, Safety, Given the nature of SPIE’s principal activities, the main iden- and Working Conditions Committees, and the Group council. tified risks are electrical risks, road risks, and risks related to working at height. Since 1997, SPIE has had a European works council in place, consisting of representatives of the various European In concrete terms, several measures reflect SPIE’s commit- countries present within the Group. By unanimous agreement, ment to prevention: the Articles of Association provide for the limitation of French • the performance of preventive inspections on the sites; representatives to 50%. Due to this composition, SPIE demons- trates a strong commitment to international openness. • the establishment of safety management training; • the existence of a structured QHSE function duly identified Discussions with staff representatives are carried out in an within each subsidiary and at the headquarters level; atmosphere of trust and mutual respect. A CSR commission, which meets bi-annually, was established within the European • the organisation of workshops and meetings with council. Its members worked together actively to construct the employees permitting the identification of dangerous “Suppliers and Subcontractors Charter”. situations and communication of associated prevention measures (for example, a world safety day was held in all Assessment of collective agreements the subsidiaries in June 2015, focused on electrical hazards that year); In its desire to negotiate and promote a serene, positive • prevention of situations of stress and difficult conditions dialogue between management and labour, SPIE has made a related to the activities; commitment by signing collective agreements. These agreements are made primarily at the level of each subsidiary in • attention given to the equipment and maintenance of order to adapt to the degree of maturity with regard to labour vehicles used in missions to reduce road risk. affairs at each entity. Assessment of agreements signed with union Throughout the Group, 69 collective agreements were signed organisations or staff representatives over 2015 with the representatives of the representative regarding workplace health and safety trade unions. In France, these agreements pertain to various topics such as diversity (gender equality, disability, generation The various subsidiaries of the SPIE Group sign agreements on contract), pay (incentive bonus and profit sharing), working working conditions. The main themes include telecommuting, conditions (telecommuting, prevention of stress and psychoso- prevention of stress and psychosocial risks, short trips, and cial risks, etc.), or other subjects concerning dialogue between penalties. management and labour. 2015 was also the opportunity to take a comprehensive look at The main collective agreements signed during year 2015 were: difficult working conditions in SPIE’s various French subsidiaries. This resulted in a mapping of business lines and factors • France: Group agreement on healthcare costs; of difficult conditions shared with the trade associations or • Belgium: agreement to strengthen the dialogue between unions. management and labour regarding safety; • Netherlands: an agreement harmonising the terms of Workplace accidents, particularly their employment contracts between the various entities; frequency and severity, as well as occupational • Germany: an agreement on the establishment of a new illnesses organisation at January 1, 2016. The absolute frequency rate for SPIE’s employees is 9.79 accidents per million hours worked (2015 acquisitions included on a pro rata basis). Health and Safety The rate of frequency of workplace accidents with work stoppage for SPIE’s employees is 5.65 accidents per million Workplace health and safety conditions hours worked (2015 acquisitions included on a pro rata basis). The health and safety of employees is a crucial issue for SPIE. The rate of severity of workplace accidents for SPIE’s Aware of its responsibility, SPIE has implemented a dedicated employees is 0.28 days of leave per thousand hours worked policy in all its subsidiaries and imposes high safety standards. (2015 acquisitions included on a pro rata basis). SPIE ensures the development of reliable safety management systems certified according to recognised standards such as OHSAS 18001, VCA, and MASE.

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SPIE had three fatal accidents in 2015. This translates into the desire to ensure equal opportunities for everyone within the Group and is reflected in a “Diversity Occupational illnesses are mainly related to musculoskeletal Charter” that formalises these commitments, implemented disorders. These are reduced thanks to a prevention approach as actions in the subsidiaries. aimed at reducing risky situations, particularly through the acquisition of better equipment. 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 Training of the generations, diversity of origins, gender diversity, and integration of people with disabilities. 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. Harmony of the generations To improve this management, the S.T.A.R.S. (SPIE Talents Appraisal Recruitment Solution) tool has been deployed in In order to ensure a more harmonious company and the trans- most of the subsidiaries. This software permits better mana- mission of knowledge, SPIE pays special attention to young gement of recruitment, professional development, and internal people (under age 26), representing 8% of the workforce, mobility. as well as the more experienced (over age 57), representing 10% of the workforce. Throughout the year, SPIE implements SPIE has set up an internal training centre, the “Development various actions to ensure the transmission of knowledge, such and Skills Centre”, which includes: as, in France, the creation of the senior employee guide for • the Management School – providing managerial training, apprentice mentors, specific mentoring, training, or shadowing from project supervisors to Management Committee activities, etc. members; • the Technological Institute – dedicated to the Group’s technicians to anticipate changes in its strategic business Diversity of origins lines. The Technological Institute offers around twenty customised training courses responding to market trends SPIE is committed to integrating people from multiple social and client needs. These courses are dedicated to rare and and geographical origins. This desire is reflected in the esta- strategic business lines and preparing elite technicians for blishment of partnerships with local organisations favouring the business lines of the future. interactions with SPIE and its subsidiaries. The main training topics are security and CSR (awareness, For example, SPIE is in partnership with Plaine Commune of certifications and authorisations, etc.), operational Saint-Denis, the home of the headquarters of SPIE Île-de- performance (project management, negotiation, etc.), and France Nord-Ouest. This partnership makes it possible to offer international (languages, etc.). internship and sandwich course opportunities within SPIE.

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 Gender diversity programme put in place five years ago, targets emerging SPIE operates in a technical sector, which is traditionally highly high-potential young employees to help them develop their male. This translates into a lower proportion of women within leadership. the Group. Several concrete actions have been put in place For more information, refer to paragraph 17.1.3 – “Training” to promote and publicise SPIE’s business lines and activi- in the reference document. ties: for example, “diversity breakfasts” at engineering and management schools as well as the participation of Company representatives in recruitment forums dedicated to female Equal treatment engineers. Also, within the Company, mentoring programmes or special SPIE pursues a policy of professional equality by making focus groups on women during “career committees” are in sure to organise recruitment, career management, and place to improve the growth and development of employees the personal development of employees fairly and without within the Group. discrimination.

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At the end of 2015, the proportion of women stood at 13% of raise awareness of all employees to the situation of persons the overall workforce and 14% of female managers. with disabilities. The actions take place both in the offices and on the sites in order to mobilise all staff. Various awareness- In 2015, a large project was launched within all SPIE subsi- raising activities are organised: interactive mobile terminals, diaries: the So’SPIE Ladies network. For its operation, each photo contest, handisport activities, sensory awareness subsidiary of the network has a leader who works with the workshops, group fresco drawings, distribution of cartoon head of HR development. This network, made up of both strips, newsletters, and videos, chats, quizzes, information on women and men, has three goals: expand professional equality best practices, etc. 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 Promotion of and compliance implemented concretely on the theme of professional equality with the stipulations of the ILO between women and men. conventions

In 2003, to demonstrate its will and in keeping with its values, Integration of people SPIE made a commitment to the United Nations by signing the Global Compact. This accession formalises the SPIE’s with disabilities commitment to apply a responsible, transparent approach in carrying out all its actions. SPIE has thus undertaken to The Disability Committee consists of disability experts who adopt, support, and enact the 10 core values of the Compact work at the local level to steer and deploy SPIE’s disability (on the following four areas: human rights, labour standards, policy through various types of actions: job retention, recruit- environment, anti-corruption) and promote them among all ment and integration, development of purchasing from the its stakeholders. protected worker sector, awareness, and training. This translates concretely into multiple actions, particularly Throughout the year, workshops are held to educate the teams, the establishment of the “Principles of business ethics” and partnerships are formed with specialised organisations. guide (see “Fair practices” paragraph in this report), an “SPIE Specific recruitment actions are also organised to attract suppliers and subcontractors charter” (see “Subcontractors potential candidates. and Suppliers” paragraph in this report), and a workplace For several years, SPIE has organised “disability month” in safety policy deployed internationally. all its French subsidiaries. This event is the opportunity to

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The amount of provisions and guarantees General environmental policy for environmental risks SPIE recognized €427 thousand as provisions or guarantees The Company’s organisation to take into for environmental risks in the consolidated financial state- account environmental issues and the ments at December 31, 2015. This amount includes different approaches for evaluation or certification provisions for site remediation. in environmental matters SPIE encourages its subsidiaries to obtain ISO 14001 certification for all their activities. Pollution and waste management

As part of this ISO 14001 certification, SPIE’s certified entities established an Environmental Management System (EMS) Measures to prevent, reduce, or repair consistent with the requirements of the standard for ongoing emissions into the air, water, and soil seriously improvement of their environmental performance. affecting the environment As pointed out in the “CSR Strategy” paragraph in this report Actions taken to train and inform employees and aware of the environmental issues, SPIE supports its about protection of the environment clients by performing various services missions. Its services Regarding environmental awareness, SPIE conducts activities do not cause any major impacts that could cause emissions to inform its employees to support the deployment of environ- into the air, water, and soil seriously affecting the environment. mental actions. For example, SPIE has deployed campaigns SPIE has thus not developed a specific action plan. to raise awareness about the establishment or development of best practices like the sorting of waste and eco-driving. Measures to prevent, recycle, Communication is done through the intranet, various internal and eliminate waste or external publications, and orally at lectures, moments of SPIE is a company promoting the collection and sorting of exchange at various sites. waste by its teams including on behalf of its clients. This waste is especially waste of electrical and electronic equipment Resources devoted to the prevention (“WEEE”). In that regard, SPIE sets up sorting containers at its of environmental risks and pollution various sites and locations. The waste is subsequently treated As pointed out in the “CSR Strategy” paragraph in this report by approved providers. For example, in France, SPIE has and aware of the environmental issues, SPIE supports its established a partnership with the eco-organisation Récylum, clients by performing various services missions. In order to which specialises in WEEE management and collection. ensure that its services do not result in any major impacts that Through this partnership, 142 tonnes of WEEE was collected could cause environmental risks or pollution, SPIE complies during 2015. Most of the waste managed by SPIE is waste from with the specifications established by its clients as well as all its clients. safety standards to which its activities are subject. Hazardous waste is treated in accordance with the regulations SPIE has a structured QHSE function duly identified within applicable in each country. each subsidiary and at the headquarters level dealing particu- In most cases, other waste generated by SPIE is considered larly with the prevention of environmental risks and pollution. ordinary industrial waste (“OIW”). OIW data are not consolidated annually but only in connection with the scope 3 carbon assessment produced periodically.

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Consideration of noise and any other form SPIE has put in place various measures to improve the effec- of pollution specific to an activity tiveness of its energy consumption, whether through its real estate or automobile fleet. As pointed out in the “CSR Strategy” paragraph in this report and aware of the environmental issues, SPIE supports its For example, in the real estate sector, 2015 was marked by clients by performing various services missions. Its services the completion of the headquarters of the SPIE Group and do not generate any major noise. SPIE therefore has not the subsidiaries SPIE Oil & Gas Services and SPIE Nucléaire. developed an action plan. This building meets the HQE Construction standard. The focus was particularly placed on energy performance throughout the For example, noise related to the use of construction site operation. This resulted in the choice of a heat pump with a equipment is limited to the duration of the projects. geothermal collector, connected to a network that powers the SPIE has not identified any other form of significant pollution underfloor heating and cooling systems of the halls, all topped specific to its activities. off with reversible radiant ceilings in the offices for hot and cold.

Furthermore, a policy of purchasing low-consumption vehicles Sustainable use of resources is in place. The number of electric or hybrids vehicles within the fleet is thus increasing gradually. SPIE has 644 electric or Water consumption and water supply based hybrid vehicles in its fleet. on local constraints In all activities, whether at its own sites or at its clients’ sites, Use of soil SPIE’s teams use water mostly for domestic purposes. SPIE As pointed out in the “CSR Strategy” paragraph in this report does not consider its water consumption to be material as and aware of the environmental issues, SPIE supports its part of its CSR approach and does not consolidate water clients by performing various services missions. Its services consumption to date. do not create any major impact related to the use of soil. SPIE therefore has not developed any specific action plan on this Consumption of raw materials and measures topic. 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 Climate change for the operation of its administrative and central services. SPIE has implemented a vigilant purchasing policy as detailed Greenhouse gas emissions in the “Subcontracting and Suppliers” paragraph in this report. Since 2009, SPIE has produced its carbon assessment to At the same time, efforts to reduce the use of paper have been identify and quantify the main sources of greenhouse gas implemented, particularly by making certain publications emissions related to its activities and undertake actions to electronic. Electronic versions of documentation are favoured reduce them. In connection with the carbon assessments in order to reduce printed volumes. For example, all SPIE performed in 2009, 2011, and 2014, “scopes 1, 2, and 3” brochures issued at the Group level are available in electronic emissions, i.e., direct emissions, related to the energy format and are printable only on request. consumption of the vehicle fleet and the SPIE sites, as well as indirect consumption (such as energy necessary for the Energy consumption, measures taken to manufacture or transport of products acquired by SPIE or employee travel) are taken into account. improve energy efficiency, and use of renewable energies By 2015, a carbon assessment on scopes 1 and 2 was completed. CO carbon equivalent greenhouse gas emissions SPIE monitors its energy consumption, particularly that of its 2 amounted to around 129,000 tonnes, which represents a buildings (heating, air conditioning, ventilation, lighting, and carbon intensity of 24 grams of CO per euro of turnover. office automation equipment). 2

In 2015, electricity consumption amounts to approximately 49 million kWh and gas consumption around 24 million kWh.

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The carbon assessment on scopes 1 and 2 will be updated Similarly, in the United Kingdom, SPIE was chosen by the client in 2016, and the carbon assessment for scopes 1 to 3 will be Goodman Developments to work on its new headquarters. It updated later. will be BREEAM-certified with the “Very Good” rating.

An action plan is established following the analysis of the In Germany, the European Energy Service Award was given to results of the carbon assessment. It focuses primarily on the SPIE GmbH. This distinction rewards the innovative lighting following themes: concept put in place by the energy specialists of SPIE Energy Solutions GmbH, in collaboration with Deutsche Postbank. • optimisation of the vehicle fleet; Since 2005, it has been awarded to European companies whose • thoughts on real estate locations; services stand out for their energy efficiency. • promotion of eco-friendly behaviours among employees; • waste collection and recycling. Protection of biodiversity Adapting to the impact of climate change SPIE offers reliable energy and environmental manage- Measures taken to preserve or develop ment solutions to its clients. Their common objective is to biodiversity measure, manage, and reduce the environmental impact of SPIE’s employees may be required to intervene in infrastruc- communities, industries, or the service sector. Thanks to the tures subject to fauna and flora conservation plans. In these development of these solutions, SPIE works with its clients cases, SPIE is committed to respecting the actions put in place starting in the energy performance diagnosis (EPD) phase. to respect biodiversity. The Group has made a long-term commitment to the energy savings obtained and the CO2 emissions avoided through SPIE supports its clients by performing various services energy performance contracts with its clients. missions. Its services have no impact on biodiversity, and its buildings are not located in fauna and flora protection areas. For example, following the work to renovate the energy SPIE has not developed any specific action plan on this subject. 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 2010.

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• Sponsorship and partnership actions; Territorial, economic, and social • Establishment of a “Suppliers and Subcontractors” charter. impact of the Company’s business Partnership and sponsorship actions Proximity is a fundamental value of the SPIE Group. It is deployed both geographically and through the relationship Like all its policies, SPIE encourages a general policy of created with its various stakeholders. SPIE is set up very sponsorship whilst fostering local actions. locally throughout the national territory. In addition, the policy In 2015, as a partner of the NGO Électriciens Sans Frontières established at the Group level is relayed by the operational (Electricians Without Borders), SPIE decided to contribute its staff at the local level, who are organisers of local actions (for logistical and human support by sending one of its employees example, purchases with the protected worker sector). to Nepal following the various natural disasters that affected SPIE has also put in place “Nationalisation agreements” the country. This operation was the opportunity to show SPIE’s abroad to promote training and employment of local people. support to its many employees of Nepalese origin currently on For example, SPIE has established a partnership with the mission at SPIE Oil & Gas Services in Qatar. State of Brunei to promote the integration of young talent In the United Kingdom, SPIE sponsors the Daisy Chain orga- into its projects teams. As part of this partnership, SPIE also nisation, which provides assistance to people with autism and participated in the job fair for the second consecutive year. their families.

SPIE also encourages all its employees worldwide to parti- Relations with persons concerned cipate in “La Parisienne”, a race supporting the fight against breast cancer. In 2015, nearly 235 employees, all subsidiaries by the Company’s activities combined, came to support the cause.

Conditions for dialogue with these persons Other local actions were carried out, such as financial support for Logement Fraternité (an organisation providing its support or organisations for funding and social innovation to organisations and struc- SPIE maintains close relations with many educational tures for homeless assistance) by SPIE Ouest-Centre and institutions in relation with its business lines: management Fondation Richard (an organisation promoting the integration and engineering schools. Various actions are put in place: of people with disabilities) by SPIE Sud-Est France. breakfasts on various themes, participation in recruitment forums, etc.

To strengthen the relationships with these institutions, former Subcontracting and suppliers students employed at SPIE have been called upon. In tandem For several years, SPIE has implemented a structured with a member of the Human Resources Department, they responsible purchasing policy. This is reflected in into various are ambassadors of the SPIE/School relationship and have the actions: evaluation of suppliers by an independent third party, role of leading the partnership and creating a relationship of signing of a charter by suppliers and subcontractors, green proximity. purchases and purchases from the protected worker sector. SPIE has also created a partnership with the organisation To date, sustainable development criteria (environmental, Défense Mobilité, which supports the conversion of military social, and/or societal) are integrated into certain specific personnel into civilian life. Their initiatives include creating a purchasing processes and aim to cover the Group scope. job fair for these individuals who have technical skills related to SPIE’s business lines.

Other actions for dialogue with stakeholders of the SPIE Group are also in place and detailed within this report:

• Dialogue between management and labour;

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Audit of suppliers through an Purchases with the protected independent third party: Ecovadis worker sector

SPIE has initiated a supplier evaluation process on the social, SPIE encourages purchases from establishments of the environmental, and societal levels in order to gain a better protected worker sector (work assistance establishments and understanding of their CSR commitments and identify the departments/adapted enterprises). areas of progress to be put in place in collaboration with For example, SPIE has signed a partnership with the APF, them. As part of this, SPIE uses a recognised independent the French association for paralysed individuals, to facilitate third company to benefit from CSR expertise. The method purchases from these establishments. for evaluating suppliers is built on the analysis of 21 criteria grouped under the following headings: Environment, Social, Internationally, a similar approach is being put in place in all Business Ethics, and Suppliers. the subsidiaries. Each subsidiary is in charge of establishing an action plan to increase protected purchases in order to To date, 26% of purchases (in value) are made with evaluated develop them in future years. suppliers.

SPIE’s Suppliers and Fair practices Subcontractors Charter Actions to prevent corruption A Suppliers and Subcontractors Charter was launched in 2014 Preventing corruption is a major issue of the SPIE Group. The in all the subsidiaries. SPIE encourages its major suppliers Group may be confronted with risks related to corruption, and subcontractors to sign it. particularly through its Oil & Gas activity for which SPIE is The main themes of this charter are ethics, safety rules, present in certain countries with a high level of corruption. compliance with labour law (prevention of forced labour As such, each subsidiary has an Ethics Committee in charge and illegal work / prevention of discrimination / prevention of developing the business ethics programme to ensure of child labour / working time / workloads / taxes / wages / compliance with the “Zero Corruption” rule established subcontracting arrangements), and the environment. by SPIE. This structure is reinforced by the appointment of It is a unifying document to promote SPIE’s values among its a Compliant Officer in each subsidiary. Together with the suppliers and subcontractors and involve service providers in Group Compliance Officer, the Compliance Officer’s role is to SPIE’s sustainable development approach. guarantee the establishment of the Ethics policy within his or her subsidiary.

The Ethics policy is based on the “Principles of business Green purchases: Reducing ethics” guide, which incorporates the main focuses related to the carbon footprint business ethics: Compliance with laws, Accuracy of payment accounts, Confidentiality, Agreements, Labour standards, SPIE works collaboratively with its commodity managers on Corruption, Respect for property, and Conflicts of interest. the identification of concrete actions to reduce the carbon A “Guide to Application of Ethical Principles” has also been footprint of its purchases on the basis of the analysis of the drafted and brought to the attention of all employees to assist life cycle of products and services (manufacturing, transport, them in understanding the principles and adopting appropriate use, maintenance, end of life, etc.). This point is one of SPIE’s behaviours. areas of major progress. SPIE’s Executive Committee supports this commitment, For example, SPIE is increasingly introducing electric or hybrid particularly through the “Our Ethical Principles” declaration. vehicles into its automobile fleet.

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Measures taken for consumer health and safety Other human rights initiatives As pointed out in the “CSR Strategy” paragraph in this report SPIE is committed to upholding human rights through and aware of the environmental issues, SPIE supports numerous actions already mentioned: establishment of a non- its clients by performing various services missions. SPIE discrimination policy, evaluation of suppliers on the aspects complies with the specifications established by its clients as of their social, environmental, and societal responsibility, well as the safety standards to which its activities are subject. establishment of a business ethics system, accession to the Global Compact, etc.

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Reporting scope Methodological details

The presented data relate to all subsidiaries of the SPIE In the absence of data, the estimation methods used are as Group in France and abroad. Data about the subsidiaries (all follows: consolidation methods) are fully taken into account. • For the “Gas consumption in millions of kWh” and All data relating to activities performed on client sites are “Electricity consumption in millions of kWh” indicators, excluded. the data are extrapolated from the average consumption of other sites and areas for which data are missing. Special cases: • For all the indicators, extrapolation is done on a pro rata • the “tonnes of collected WEEE” indicator covers the France basis from the existing data. scope; For the “Percentage of purchases realized with evaluated • the “number of electric or hybrid vehicles” indicator covers suppliers” indicator, all the evaluations from the setup of the the Europe scope; evaluation process were taken into account. Purchases are all • the “percentage of purchases made with evaluated the purchases done by the purchasing division of SPIE. suppliers” indicator covers the scope of 99.5% of SPIE purchases. The collected data cover the period from January 1 to 2015 limits December 31 of the year of reference, with the exception of acquisitions and disposals of subsidiaries during the year, Because of the unavailability of data, the 2015 electricity incorporated since the date of entry into or exit from the scope. consumption of SPIE GmbH was estimated from a ratio established by a national agency specialising in the publication of The 2015 CSR Report is the SPIE Group’s first. The 2016 CSR environmental information. SPIE GmbH represents approxi- Report will allow the data from the two financial years to be mately 10% of the area of the Group’s real estate. compared. The 2015 total number of training could not be consolidated due to different definitions in the subsidiaries. SPIE is Data collection elaborating an exhaustive and shared definition in order to communicate a homogeneous data in the world scope for 2016. 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 Controls and verification process. The objective is to ensure the harmonisation of methodologies in all the subsidiaries as well as the reliability The data are collected and consolidated using the Group’s of data. online reporting tool, Enablon. The Group’s Sustainable Development Department manages the reporting campaign In particular, this guide specifies the organisation of the through Enablon and conducts checks to verify the consistency process of collection, validation, and consolidation of indi- of the data, compliance with the calculation methods, and the cators as well as the reporting scope and the principles for reporting scopes. taking changes in scope into account (disposals, acquisitions). 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).

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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 3-1060 (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. 225-102-1 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. 225-105-1 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. 822-11 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. 225-105 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 www.cofrac.fr. (2) ISAE 3000 – Assurance engagements other than audits or reviews of historical financial information.

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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. 225-105-1 of the French Commercial Code.

For any consolidated information that is not disclosed, we verified that explanations were provided in accordance with Article R. 225-105, 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. 233-1 and the controlled entities as defined by Article L. 233-3 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).

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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

French original signed by Yan Ricaud Sylvain Lambert Partner 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.

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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 INFORMATION ON SUPPLIER PAYMENT PERIODS ...... 330 TO THE SHAREHOLDERS’ GENERAL MEETING ...... 328

TABLE OF RESULTS FOR THE LAST FIVE FINANCIAL YEARS ...... 329

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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 21.1.1 “Paid up Share Capital and Authorised but Unissued Share Capital” of this Registration Document.

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TABLE OF RESULTS FOR THE LAST FIVE FINANCIAL YEARS

2011 2012 2013 2014 2015 1. 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 33,596,102 154,076,156 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 - - 2. Operations and results of the year Facturation hors taxes - - 3,393,663 2,720,635 4,442,361 Results before tax, employee participation (13,909,869) (38,358,718) (44,637,114) (75,445,337) 160,792,089 scheme and allocation to amortization and provisions 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 (13,909,869) 12,102,993 1,972,791 (26,156,074) 184,830,230 and allocation to amortization and provisions Distributed results - - - - 77,038,078 3. Results per share Results after tax, employee participation (0.38) 0.31 0.10 (0.62) 1.26 scheme, but before allocation to amortization and provisions Results after tax, employee participation scheme (0.38) 0.31 0.05 (0.66) 1.20 and allocation to amortization and provisions Dividend per share - - - - - 4. Employee Average number of employees employed during 4 5 7.6 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

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INFORMATION ON SUPPLIER PAYMENT PERIODS

DUE NON DUE Total SPIE SA Financial year ended +2 months 1-2 months 0-1 month Total due 0-1 month 1-2 months +2 months Total Dec. 31, 2015 non due Various suppliers 12,240.00 12,240.00 239,477.13 239,477.13 251,717.13 Various foreign suppliers 0.00 0.00 0.00 Intra-group suppliers 0.00 749,877.65 749,877.65 749,877.65 Intra-group foreign 0.00 0.00 0.00 suppliers Honorary suppliers 0.00 1,388.18 1,388.18 1,388.18 Honorary foreign suppliers 169,508.28 169,508.28 0.00 169,508.28 Interim suppliers 0.00 0.00 0.00 TOTAL SUPPLIERS DEBT 181,748.28 0.00 0.00 181,748.28 990,742.96 0.00 0.00 990,742.96 1,172,491.24

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, 2015.

DUE NON DUE Total Financial year ended +2 months 1-2 months 0-1 month Total due 0-1 month 1-2 months +2 months Total Dec. 31, 2014 non due Various suppliers 176.77 34,485.83 34,662.60 127,902.96 127,902.96 162,565.56 Various foreign suppliers 0.00 404,087.58 404,087.58 404,087.58 Intra-group suppliers 10,788.34 10,788.34 392,175.37 392,175.37 402,963.71 Intra-group foreign 0.00 0.00 0.00 suppliers Honorary suppliers 7,080.00 601,108.55 608,188.55 180,749.86 2,424.06 183,173.92 791,362.47 Honorary foreign suppliers 0.00 0.00 0.00 Interim suppliers 0.00 0.00 0.00 TOTAL SUPPLIERS DEBT 0.00 7,256.77 646,382.72 653,639.49 700,828.19 2,424.06 404,087.58 1,107,339.83 1,760,979.32

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, 2014.

330 - REGISTRATION DOCUMENT 2015 / SPIE SA WorldReginfo - 361e8069-e1a3-48de-a7a0-7b368ee99bbd 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

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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. 225-100 et seq. and L. 232-1-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.

Paragraphs of Pages the Registration Document 1 – Activity Situation and activities of the Company and, where appropriate, the subsidiaries and 6 and 9 37-62, 71-82 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 3, 9 and 20.1.1 7-10, 71-82, by business branch (brief analysis of the accounting documents, at least for the most 155-228 significant items: turnover, operating charges, current result, net result). Objective and exhaustive analysis of the development of the business, results and 6, 9, 10 and 20.1.1 37-62, 71-82, financial situation of the Company and, in particular, its debt situation in relation to its 83-94, 155-228 volume of business. Analysis of the key non-financial performance indicators relating to the Company’s 3, 6, 9, 17 and 20.1.1 7-10, 37-62, specific activities and, in particular, information on environmental or personnel 83-94, 127-136, questions. 155-228 Description of the main risks and uncertainties facing the Company as well as 4.1 and 4.2 13-22 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 4.4 25-28 a variation in interest rates, falling exchange rates: indication of the reasons leading to intervention on that market. Research and development activities. 11 95 Foreseeable trends in the situation of the Company and all the enterprises forming 13 101-102 the scope of consolidation, and future prospects. Key events occurring between the year-end date and the date of preparation of the 20.7 266 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 20.1.1 and 20.2.1 155-228, 231-259 methods adopted. Amount of non-tax-deductible expenses. 20.1.1 155-228 Global amount of spending on luxuries and amount of the corresponding tax 20.1.1 155-228 (Article 223 quater of the CGI). Reincorporation into the taxable profit of certain general expenses by global figures 20.1.1 and Annexs 155-228 and by category of expenses. Operating result and proposed allocation of profit/loss. 20.5 263 Reminder of the amount of dividends distributed over the last three financial years. 20.5 263

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Paragraphs of Pages the Registration Document 3 – Information on subsidiaries and interests Statement of interests acquired in countries having their registered office in the territory 20.1.1 155-228 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 5.2, 9.1.1 and 20.1.1 35-36, 72, the territory of the French Republic. note 6 174-176 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 18.1 and 20.1.1, note 138-140, 196-198 Company (treasury stock). 17 Identity of the individuals or legal entities holding more than 1/20, 1/10, 3/20, 1/5, 18 137-143 1/4, 1/3, 1/2, 2/3, 18/20 or 19/20 of the share capital or voting rights at Shareholders’ General Meetings. 5 – Employees’ interest in the share capital on the last day of the financial year Percentage of Company share capital held by employees. 17.4 135 Statement of employees’ interest in the share capital on the last day of the financial 18 137-143 year. Indication of the proportion of share capital represented by the shares held by the 17.4 135 Company employees and by the employees of associated companies. Agreements between shareholders that may give rise to a restriction on the share 18 137-143 transfer and exercise of voting rights. 6 – Stocks options and free allocation of shares Stocks options and free allocation of shares. 17.3 and 21.1 134, 268-273 7 – Information on corporate officers List of offices and duties performed in any company by each of the corporate officers. 14.1 104-113 Choice on the general management operating procedures. Annex 1 299-300 Situation of the corporate officers: appointment, re-election and notification of 14.1 104-113 co-opting. Transactions performed by the managers on the Company securities. 17.2 133 Corporate officers’ obligation to keep the bonus shares and/or stock options assigned 17.3 134 to them. Corporate officers’ remuneration: 15 and Annex 1 115-121, 300-302 • total remuneration and benefits of any kind paid to the corporate officers; 15 and Annex 1 115-121, 300-302 • description of the fixed, variable and exceptional items forming such remuneration and 15 and Annex 1 115-121, 300-302 benefits, as well as criteria by which they were calculated or the circumstances under which they were established; • details of commitments of any kind made by the Company to its corporate officers, 15 and Annex 1 115-121, 300-302 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 15 and Annex 1 115-121, 300-302 thereof, if indicated in the agreements. Amount of attendance fees received by members of the Board of Directors for the 15.1.1 116-117 financial year elapsed.

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Paragraphs of Pages the Registration Document 8 – Miscellaneous information Agreements concluded between an officer or a shareholder holding more than 10% of 19 and 20.1.1 note 23 145-152, 219-221 the voting rights and a subsidiary (excluding current agreements) Brief presentation of the resolutions submitted to the Shareholders’ General Meeting. Annex 3 328 Items that may have an impact in the event of a public offering. 18.5 143 Information on facilities classified as at risk: 4.2.3, 4.2.11, 16-17, 19-20, • Company’s technological accident risk prevention policy; 4.2.12, 4.6 30-31 • 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. 9 – Auditing Term of office of auditors. 2 5-6 10 – 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 3 329 Information on supplier payment periods Annex 3 330 • Report of the Chairman of the Board of Directors pursuant to Article L. 225-37 of the Annex 1 289-306 French Commercial Code. • Auditors’ report on the report of the Chairman of the Board of Directors; Annex 1 307-308 • Auditors’ report on the annual financial statements, including the auditors’ certification of the accuracy and truthfulness of the information contained in the Management 20.2.2 260-261 Report on corporate officer remuneration; • Additional reports on transactions performed by the Company with regard to stock options and the free allocation of shares. na na • Inventory of securities held in portfolio at the year end. 20.1.1, Note 27 223-228 Summary table: 21.1.1 268-273 • 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 21.1.3 271-272 Shareholders’ General Meeting within the scope of a share buy-back programme.

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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. 451-1-2 of the Monetary and Financial Code and 222-3 of the General Regulations of the Autorité des marchés financiers.

Chapters/ Pages paragraphs of the Registration Document 1 – Consolidated financial statements 20.1 155-228 2 – Statutory financial statements 20.2 231-259 3 – Management report See concordance table na above 4 – Declaration made by the individual assuming responsibility for the annual financial 14 report 5 – Auditors’ report on: • the consolidated financial statements; 20.1 229-230 • the statutory financial statements. 20.2 260-261 6 – Information on Statutory Auditors’ fees 20.3 262 7 – Report of the Chairman of the Board of Directors on corporate governance and the Annex 1 289-306 internal control procedures (Article L. 225-37 of the French Commercial Code) 8 – Auditors’ report on the report of the Chairman of the Board of Directors on corporate Annex 1 307-308 governance and the internal control procedures (Article L. 225-37 of the French Commercial Code)

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