———— 2016 REGISTRATION DOCUMENT Including the annual financial report 01 Persons responsible 3 16 Practices of the governing bodies 91 02 Statutory Auditors 5 17 Employees 93 17.1 Employee data 93 03 Selected financial information 7 17.2 Employee share-ownership and profit-sharing 95 04 Risks 11 18 Major shareholders 97 4.1 Risks specific to the Group’s activity 11 18.1 Shareholders and their voting rights 98 4.2 Liquidity risk 14 18.2 Transactions carried out 4.3 Interest rate risk 15 during the year subject to 4.4 Exchange-rate risk 16 Article L. 621-18-2 of the French 4.5 Intangible asset risk 16 Monetary and Financial Code 100 contents 4.6 Environment risk 17 18.3 Share buybacks 101 4.7 Legal and fiscal risks 17 18.4 Market for Altran Technologies securities 102 4.8 Investment risk 17 18.5 Information on the calculation methods 4.9 Brexit risk 18 and effects of adjustments to the conditions covering the subscription or 05 Company information 19 purchase of rights and securities giving 5.1 Company background information and access to the Company’s share capital 103 development 19 18.6 Agreements entered into by the 5.2 Main investments 20 Company which would be amended or terminated upon a change of control of 06 Information about the the Company 103 Group’s businesses 21 18.7 Agreements between shareholders, of 6.1 Core activities 21 which the Company is aware and which may cause restrictions to the transfer of 6.2 The Engineering and R&D Services market 22 shares and/or the exercise of voting rights 104 6.3 Competition 24 18.8 Commitments to buy out minority interests 104 6.4 Altran on its markets 25 19 Related-party transactions 105 07 Organizational chart 27 20 08 Financial information concerning the Property, plant & equipment 29 Issuer’s assets and liabilities, financial 8.1 Major property, plant and equipment 29 situation and financial statements 107 8.2 Environmental issues 29 20.1 Historical financial information 107 8.3 Trademarks and patents 29 20.2 Pro forma financial information 107 09 Financial statements – Management Report 31 20.3 Financial statements 108 9.1 Key events 31 20.4 Verification of the financial statements 182 9.2 Outlook 32 20.5 Latest financial information 182 9.3 Post-closure events 33 20.6 Intermediary and other financial information 182 9.4 Group performances 34 20.7 Dividend payout policy 187 9.5 Segment reporting 38 20.8 Legal and arbitration proceedings 187 9.6 Altran Technologies’ annual financial statements and proposed allocation of net 20.9 Significant changes in the Group’s income 40 financial and commercial positions 189 9.7 Subsidiaries and equity holdings 41 21 Additional information 191 9.8 Other information 42 21.1 Share capital 191 9.9 Human-resources, environmental and 21.2 Deed of incorporation and Articles of social information 43 Association 196 10 Cash and capital resources 57 22 Material Contracts 199 10.1 Information on the borrower’s capital 57 10.2 Borrowing requirements 57 23 Third-party information, 10.3 Restrictions on the use of capital resources 57 expert statements, and declarations of 10.4 Financing of operations 57 interest 201 11 Research and Development 59 24 Documents made available to the public 203 12 Trends 61 12.1 Main trends 61 25 Information on equity holdings 205 12.2 Post-closure events 61 13 Forecasts 63 A1 Appendix 1 14 Chairman’s Report at year ending Members of the governing bodies 65 December 31, 2016 207 14.1 Members of the governing bodies 65 14.2 Convictions for fraud, liquidation A2 Appendix 2 proceedings and penalties involving the Statutory Auditors’ Reports 215 Group’s corporate officers 81 14.3 Conflicts of interest concerning A3 Appendix 3 corporate officers 81 Statutory Auditors’ fees 223 14.4 Financial injunctions for anti- competitive practices imposed by A4 Appendix 4 the Competition Authority 81 Appendix 4.1 – Registration Document cross- 15 reference table 225 Compensation and benefits 83 Appendix 4.2 – Cross-reference table with 15.1 Corporate-officer compensation 83 Annual Financial Report 226 15.2 All commitments made by the Company Appendix 4.3 – Summary table: application to its corporate officers 89 follow-up of AFEP-MEDEF recommendations 227 15.3 Summary of stock options granted to Appendix 4.4 – Reference Documents 228 corporate officers 89 2016 Registration Document 2016 Registration Document including the Annual Financial Report filed with the AMF on March 24, 2017 This document is a free translation of the original French text. In case of discrepancies, the French version shall prevail. “The 2016 Registration Document was filed with the French Financial Markets Authority (AMF) on March 24, 2017, in accordance with Article 212-13 of the AMF General Regulations. This document may be used to support a financial transaction if accompanied by a prospectus approved by the AMF. This document was prepared by the issuer and engages the responsibility of its signatories”. The present Registration Document is available on the AMF website (www.amf-france.org) and on the issuer’s website (www.altran.com). Altran - 2016 Registration Document I Persons responsible 01 Statement by the person responsible for the 2016 Registration Document I declare that, after taking all reasonable measures for this purpose, risks and uncertainties of the Company and all entities in its scope the information contained in the present Registration Document of consolidation. is, to the best of my knowledge, in accordance with the facts and I have obtained a completion letter from the Statutory Auditors makes no omission likely to give a false representation. stating that they have audited the information relating to the I declare that, to the best of my knowledge, the financial statements financial position and the financial statements presented in this were prepared in accordance with generally accepted accounting Registration Document and in the document as a whole. This principles and give a true and fair view of the assets and liabilities, completion letter contains no observations. the financial situation and the results of the Company and all entities in its scope of consolidation, and that the Management Dominique CERUTTI Report (section 9) presents a faithful summary of the businesses, Chairman and Chief Executive Officer results and financial situation, as well as a description of the main Person responsible for financial information Albin JACQUEMONT Executive Vice-President and CFO Email: [email protected] Altran - 2016 Registration Document 3 4 Altran - 2016 Registration Document Statutory Auditors 02 Statutory Auditors The permanent Statutory Auditors are members of the Versailles Regional Statutory Auditors’ Commission (Compagnie régionale de Versailles). Deloitte & Associés Represented by Philippe Battisti 185, avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex First appointed: June 28, 2004 Mandate expires: at the 2022 Annual General Meeting held to approve the financial statements for the fiscal year ending December 31, 2021. Mazars Represented by Jean-Luc Barlet Tour Exaltis – 61, rue Henri-Regnault 92075 La Défense Cedex First appointed: June 29, 2005 Mandate expires: at the 2020 Annual General Meeting held to approve the financial statements for the fiscal year ending December 31, 2019. Substitute Statutory Auditors The substitute Auditors are members of the Versailles Regional Statutory Auditors’ Commission (Compagnie régionale de Versailles). BEAS 195, avenue Charles de Gaulle 92524 Neuilly-sur-Seine Cedex First appointed: June 28, 2004 Mandate expires: at the 2022 Annual General Meeting held to approve the financial statements for the fiscal year ending December 31, 2021. Olivier Thireau Tour Exaltis – 61, rue Henri-Regnault 92075 La Défense Cedex First appointed: June 28, 2013 Mandate expires: at the 2020 Annual General Meeting held to approve the financial statements for the fiscal year ending December 31, 2019. Altran - 2016 Registration Document 5 6 Altran - 2016 Registration Document Selected financial information 03 2016 results Excellent 2016 results, net income +22% yoy, well on track for Altran 2020. Ignition ❚ Consolidated revenues: €2.120bn (+9.0% yoy and +5.9% an excellent set of results in 2016, with a 9% growth, consolidated organic growth(1)); revenues over €2.1bn and a net income increase of 22%. This performance results from the combination of the group’s success ❚ Current operating income: €220m, 10.4% of revenues (+18.2% yoy); across all its geographies, the encouraging turnaround of our ❚ Net income: €122m (+21.9% yoy); German operations, and a balanced portfolio reflecting a higher ❚ Free Cash Flow(2): €84m (4.0% of revenues); €119m (5.6% of added-value positioning. With five acquisitions announced in 2016, revenues) pro forma(3); the Group gained new strategic assets to sustain future growth. The Group’s record performance, combined with positive market trends, ❚ EPS: €0.71 per share (+22.4% on 2015); provides a very solid base to the deployment of our Altran 2020. ❚ Proposed dividend(4): €0.24 per share (+26.3% on 2015). Ignition strategic plan.” Commenting on the Group’s 2016 results, Dominique Cerutti, Altran Chairman and Chief Executive Officer, said: “Altran posted (in millions of euros) 2016 2015 % Revenues 2,120.1 1,945.1 +9.0% Gross margin(a) 616.4 558.1 +10.4% As a % of revenues 29.1% 28.7% Indirect costs (396.7) (372.2) +6.6% Current operating income 219.7 185.9 +18.2% As a % of revenues 10.4% 9.6% Other non-recurring operating income and expenses (22.4) (25.5) Goodwill impairment losses and amortization of intangible assets (2.6) - Customer-relationship amortization (4.3) (5.4) Operating income 190.4 155.0 +22.8% Cost of net financial debt (13.4) (10.7) Other financial income and expenses (2.0) (0.4) Tax expenses/income (52.4) (43.3) Equity share in net income of associates - 0.1 Net income 122.6 100.7 +21.7% Minority interests (0.1) (0.2) Net income attributable to Group 122.5 100.5 +21.9% EPS (in euros) 0.71 0.58 +22.4% (a) The gross margin is made up of the difference between the operating income (revenues and other operating income) and the consultants/projects costs.