ANNUAL REPORT

2018/19

In accordance with Clause 212‑13 of the AMF General Regulations, this Annual Report was filed with the French financial markets authority (AMF) on 07/10/19 under number D.19-0669. It may be used to support a financial transaction if accompanied by a prospectus approved by the AMF. This report was prepared by the issuer and is binding upon its signatories. It contains the financial statements and reports of Wavestone for the period ended 3/31/19.

Pursuant to Article 28 of European Commission Regulation (EC) no. 809/2004 and Clause 212-11 of the AMF General Regulations, the following information is included for reference purposes in this Annual Report: • The Group consolidated financial statements and the Statutory Auditors’ Report on consolidated financial statements for the fiscal year ended 3/31/18, as presented on pages 174 to 205 of the Annual Report filed with the AMF on 7/13/18 under number D.18-0681. • The corporate financial statements for Wavestone and the Statutory Auditors’ Report on these annual financial statements for the fiscal year ended 3/31/18, as presented on pages 206 to 229 of the Annual Report filed with the AMF on 7/13/18 under number D.18-0681. • The review of the company’s financial situation and its results for the fiscal year ended 3/31/18, as presented on pages 71 to 78 of the Annual Report filed with the AMF on 7/13/18 under number D.18-0681. • The Group consolidated financial statements and the Statutory Auditors’ Report on consolidated financial statements for the fiscal year ended 3/31/17, as presented on pages 136 to 167 of the Annual Report filed with the AMF on 7/12/17 under number D.17-0750. • The corporate financial statements for Wavestone and the Statutory Auditors’ Report on these annual financial statements for the fiscal year ended 3/31/17, as presented on pages 168 to 185 of the Annual Report filed with the AMF on 7/12/17 under number D.17-0750. • The review of the company’s financial situation and its results for the fiscal year ended 3/31/17, as presented on pages 55 to 61 of the Annual Report filed with the AMF on 7/12/17 under number D.17-0750.

This Annual Report is available at www.wavestone.com and from the company head office. BEHIND THE SCENES

24H OF POSITIVE WAY TABLE OF CONTENTS PROFILE p. 04 Interview with Michel Dancoisne “The positive way” lies at the heart of our identity, p. 06 Interview with Pascal Imbert p. 08 Key Figures inspiring our consultancy practices and adopted p. 09 2021 Strategic Plan by our in every aspect of their lives. p. 10 Key Data for Fiscal Year 2018/19 It encompasses the shared values which we want to pass on. Our desire is for it to be embodied 9 a.m. in all our consultancy and all our decisions, every p. 12 A collaborative commercial approach p. 15 Wavestone on the Global Stage day and in respect of each of our stakeholders. p. 16 Wavestone, a leading player in an evolving market It is an identity promoted by our employees, p. 17 Client satisfaction: our watchword for sustainable growth who are our best ambassadors.

11 a.m. p. 18 Immersion in the client’s firm 24H in the life of a Wavestone p. 22 Generating positive change are packed with... enthusiasm, 2 p.m. places to discover, p. 24 At the heart of the innovation ecosystem missions, p. 26 A sales force dedicated to the success of our clients personal interactions.

3 p.m. p. 28 Building the future together 24H of experience and expertise devoted p. 31 Enhancing our collective knowledge to serving our clients.

4 p.m. 24H of positive transformation. p. 32 At the heart of recruitment p. 35 Focus on internal mobility p. 36 Setting the benchmark as an employer

6 p.m. p. 38 Skills sponsorship p. 41 Living and disseminating our own values

p. 43 Operating model and Governance INTERVIEW WITH -05 4 0 INTERVIEW MICHEL DANCOISNE / YOU HAVE RECENTLY ESTABLISHED AUDIT Chairman of the Supervisory Board AND COMPENSATION COMMITTEES. WHAT IS THEIR ROLE?

Michel Dancoisne: They are technical bodies whose practical work feeds into the reflections and decisions of the Supervisory Board. In just particularly vigilant when it comes to the company’s a few years, Wavestone has completely changed structural and internal control issues — two aspects in size and succeeded in confirming its position and that enable us to secure and strengthen increasing in its service quality while supporting our organization in the face of an increasingly its clients’ structural transformations. complex market. That is the advantage of having But major challenges still lie ahead, particularly a dual governance structure. The operational the internationalization and structuring of excellence targeted by the Management Board is a permanently growing company. accompanied by an analysis of potential or actual The committees’ work is essential to succeeding problems and the methods adopted to resolve in these challenges. The Audit Committee, them, which are the specific focus of the work in liaison with internal control, has worked of the Supervisory Board. Our role involves on the development of the corporate book, control, but also facilitation. We all work to ensure for example, to ensure the proper dissemination the company’s success. of procedures, and on the risks matrix, to improve our identification of risks and action plans. / HOW DOES THE BOARD CONTRIBUTE It was also instrumental in the expansion of TO PROACTIVELY IMPLEMENT WAVESTONE’S the internal audit function, which is vital in any CSR POLICY? organization in order to identify problems and deal with them quickly. The committees also interact M.D.: This is an extremely important dimension directly with the company’s entities, ensuring for the company, which has made it a competitive efficient progress in areas where the Board’s argument and one of the strengths of its brand. main point of contact is the Management Board. Since our activities do not have a significant environmental impact, societal and social aspects are of particular interest to the Board. We take into / IN A YEAR OF MIXED RESULTS LIKE THE LAST ONE, account and evaluate these strategic objectives WHAT ROLE IS PLAYED BY THE BOARD AND in the same way as our financial objectives. ITS COMMITTEES? We conduct an annual review of the company’s policy and make sure that the central focus on M.D.: We maintain a constructive and ongoing people is a reality for everyone. The Compensation dialog both with the Management Board and with Committee, set up in April 2018, has also Wavestone’s various entities. This collaboration defined quantitative and qualitative criteria for ensures we have a single perspective on the state the variable portions of compensation, which of the market and the challenges to be overcome. depend particularly on achieving strictly defined The Management Board draws on the work societal objectives. of the Board to successfully achieve its roadmap. The complicated picture for the year makes us

ANNUAL REPORT 2018/19 ANNUAL INTERVIEW WITH 06 -07 INTERVIEW PASCAL IMBERT / FROM YOUR FIGURES, THE 2018/19 FISCAL Chief Executive Officer YEAR APPEARS TO HAVE BEEN ANOTHER EXCELLENT VINTAGE FOR WAVESTONE.

Pascal Imbert: Despite a gradual decline in operational performance in the second half of the year, our results were actually good. The economic environment certainly played Revenue growth stood at 9% and our current a role. It has definitely become more uncertain operating margin was in line with the record and has begun to limit consultancy demand, level of 14.1% achieved the previous year. especially in the financial services sector, At the forefront of the year’s achievements was which is an important one for Wavestone. the increase in our sales prices, which are 2.8% Consultancy demand is linked to companies’ higher than the previous year. This illustrates investments and therefore to their confidence. the increase in our service quality, which is also Brexit and the trade war between the United evident from the type of projects won, which are States and China are weakening that confidence increasingly structural. Another area that went well and making our clients more selective and even is our progress in managing our human resources. leading them to put investments on hold. The year did not start very well, with an annual staff turnover rate of 21% in the first half of the year. / IN THIS CONTEXT, WHAT ARE YOUR PRIORITIES But we managed to bring the figure back under FOR THE 2019/20 FISCAL YEAR? control and reduce it to 18% over the full 12-month P.I.: We believe that the market will be less period. Meanwhile, our performance in terms buoyant in 2019 than in previous years and we are of recruitment was exceptional. Nearly 800 new expecting our clients to become increasingly employees joined us over the course of the year, selective. However, we remain confident in compared with an initial target of 600. Finally, we our ability to weather this more difficult period resumed our external growth policy, with the first and we are on course to meet the goals set out two acquisitions made since Wavestone was in our Wavestone 2021 strategic plan. We are launched in 2016: Xceed in the field of information therefore choosing the path of growth and will systems for the financial sector in the United continue to steadily grow our teams. We also Kingdom and, in , Metis Consulting, a remain active in relation to external growth, recognized expert in supply chain consulting. with a target of one to two acquisitions over the year and priority being given to international / YOU MENTIONED A DECLINE IN THE SECOND HALF targets. At the same time, in order to support OF THE YEAR. HOW DO YOU EXPLAIN THAT? this offensive approach, we will drastically step up our commercial activity to ensure we position P.I.: While our focus on building value has led ourself in high-growth sectors, particularly to a significant increase in sales prices, it has energy, transport and the public sector. also been accompanied by an insufficient level of new orders, leading to a major erosion in our utilization rate in the second half.

ANNUAL REPORT 2018/19 ANNUAL 08 -09

KEY FIGURES KEY FIGURES 2021 3,094 STRATEGIC PLAN OUR OBJECTIVES employees worldwide

Scale Reputation

€500M N°1 8 OF REVENUE AND FOR TRANSFORMATION AN EBIT MARGIN OF 15% CONSULTING IN FRANCE countries

391.5 Commitment International TOP 3 €100M revenue IN OUR CATEGORY* OF REVENUE

in millions of euros ON CSR OUTSIDE FRANCE

*Gaïa Index ranking ANNUAL REPORT 2018/19 ANNUAL 10 -11 KEY DATA

BREAKDOWN OF SHARE CAPITAL AT MARCH 31, 2019 KEY DATA FOR Dividend proposed to the AGM of July 25, 2019: €0.23 per share (+33%)* FISCAL YEAR 2018/19

SIMPLIFIED CONSOLIDATED INCOME STATEMENT

Founders & Executive Audited consolidated figures 2018/19 2017/18 Variance Corporate Officers at 03/31/2019 (in €m) 49.2%

Revenue 391.5 359.9 +9% Employees

Operating income on ordinary activities 55.2 50.6 +9% 8.1% EBIT margin 14.1% 14.1% Free float Operating income 52.4 46.8 +12% 41.5% Net income, group share 30.8 26.6 +16% Net margin 7.9% 7.4% Treasury stock 1.2%

CONSOLIDATED BALANCE SHEET

Audited consolidated figures 03/31/19 Net debt at at 03/31/2019 (in €m) 03/31/2019: €38.7 m FINANCIAL CALENDAR STOCK MARKET DATA Non-current assets 177.4 compared with €36.4m Current assets excluding cash and cash equivalents 156.1 at 03/31/2018 07/24/2019 Share price at 06/03/19 Cash and cash equivalents 50.7 Q1 2019/20 revenue €25.75 Number of shares Total 384.2 07/25/2019 20,196,492 Annual General Meeting Market capitalization 11/05/2019 €520.1m H1 2019/20 revenue Company value Audited consolidated figures 03/31/19 (Market capitalization at 06/03/19 12/03/2019 + net debt at 03/31/19) at 03/31/2019 (in €m) HY 2019/20 results €558.8m

01/30/2020 Shareholders’ equity 150.8 Q3 2019/20 revenue Share data Non-current liabilities 144.0 03/31/2020 Market: Euronext End of the fiscal year 2019/20 ISIN Code: FR0013357621 Current liabilities ICB: 9533 IT services 89.4 04/28/2020 Reuters: WAVE.PA FY 2019/20 revenue Total 384.2 Bloomberg: WAVE:FP

06/02/2020 Wavestone is listed on the Euronext European FY 2019/20 results Rising Tech index (ex Tech 40), and is eligible for the PEA-PME share savings plan.

* As a reminder, the dividend for 2017/18 was €0.20 per share after the division by 4 of the par value of the shares. ANNUAL REPORT 2018/19 ANNUAL 12 -13

FEATURE A COLLABORATIVE

Laura joined Xceed in March 2016 before the COMMERCIAL firm merged with Wavestone’s London office. Although there are now over 100 employees, there is still a very family-like atmosphere. Xceed APPROACH already worked with big names in London’s financial sector, but by joining Wavestone, the business’s development has taken on a new dimension. Now united in a single team, the office is moving forward as one, with a sense of real collaboration and sharing that has naturally expanded the portfolio of services and expertise.

Laura joins four other busy colleagues to organize their ideas on a large white board. The idea is to be The morning’s objective is to refine the firm’s able to build a new commercial offer based on emerging issues relating to cybersecurity, applied to major global approach to financial players. Laura previously worked on support clients IT transformation services with Xceed. Today, with these the aim is to demonstrate the firm’s ability to support its clients with their most structural transformations transformations — including cybersecurity. wherever their This is an area requiring constant innovation activities are to deal with issues that are just beginning to located. emerge. On the other side of the corridor, another team is working on cyber‑resilience LAURA GORDON and recovery issues, reviewing client case studies to enhance the relevance of their approach.

... /...

WITH LAURA GORDON Senior Marketing Manager LONDON 9 a.m. FOCUS 14 -15 FEATURE

WAVESTONE ON THE GLOBAL STAGE

The firm operates in 8 countries

... /... PARIS LONDON

The London office's positioning is highly strategic NANTES BRUSSELS for Wavestone’s international growth, as it is based LYON LUXEMBOURG in the UK, one of the group's priority markets, and MARSEILLE GENEVA well established in financial services, one of the major 105 development focuses for conquering international market share. employees at the London office

For Laura and her colleagues, already used to working in a multicultural environment, the appeal of belonging to a firm that aims to abolish borders while working on large-scale projects is obvious.

HIGHLIGHT NEW YORK XCEED GROUP SUCCESSFULLY INTEGRATED HONG KONG In line with Wavestone’s 2021 strategic plan, in April 2018 Wavestone acquired 100% of the share capital of Xceed

Group, a London-based technology consultancy specializing in

the IT transformation of major financial industry stakeholders. CASABLANCA In September, the transition of the Xceed brand to Wavestone has marked the next phase in the integration plan, and formalizes the synergies developed throughout both companies to operate unitedly as one brand. ANNUAL REPORT 2018/19 ANNUAL FOCUS FOCUS 16 -17

WAVESTONE, CLIENT SATISFACTION: A LEADING PLAYER OUR WATCHWORD FOR IN AN EVOLVING MARKET SUSTAINABLE GROWTH

In a market intimately linked to the good health of private-sector Wavestone is committed to delivering the highest level companies and public-sector bodies, where digital and innovation of client satisfaction in the consulting market. To support have become permanent features, Wavestone can rely on the strength and achieve this goal, the firm has implemented a quality of its business model and the relevance of its value proposition. policy that is systematically applied to all its assignments.

MULTIPLE DRIVERS OF GROWTH The Wavestone client satisfaction policy is underpinned by the following components:

an organization structured a client satisfaction risk an annual satisfaction In France, where Wavestone generates factors: Internet of Things, cybersecurity around a Steering identification and control survey conducted among 88% of its revenue, the consulting market grew or smart cars. The economic sectors Committee responsible process that covers all existing and previous by 6.9% in 2018 (Source: Global Research). utilizing consultancy services the most over for policy, and a network the firm’s management Wavestone clients. This sustained pace of growth, higher than that the course of the year were financial services, of local Quality Champions; mechanisms; of 2017, is explained primarily by various growth manufacturing, energy, or the public sector.

THE COMPETITIVE ENVIRONMENT PURSUING A FRUITFUL IMPROVEMENT PLAN Wavestone has four major types of competitor:

Independent Consulting divisions The consulting Niche players The third annual satisfaction survey was In addition, over two years, our NPS management of the “Big Four” divisions of major (sector, function conducted in April 2019, with clients among (Net Promoter Score) has increased at or country-specific) consultancies international IT consultants all countries in which Wavestone is present. a moderate but regular pace: 28.5 in 2017, auditing firms 29.1 in 2018 and 29.7 this year. BearingPoint, EY, , Argon Consulting, Altedia, The level of participation was 26.6%, Eurogroup Consulting, , Stanwell Consulting, , PwC, Consulting, etc. Exton Consulting, Capco, higher than last year, illustrating This improvement illustrates that PA Consulting, etc. KPMG Chappuis Halder & Co, our clients' interest in this approach. Wavestone’s efforts throughout 2018/19 Aecus Limited, Efficio, have been fruitful: a team dedicated The Network Collective, etc. The results of the survey show a slight to quality and client satisfaction, improvement in the level of client satisfaction the implementation of mandatory “client in comparison with 2018, however it remains satisfaction” training for all new employees, Strategy consulting firms may occasionally be considered as competitors in certain fringe activities: below the level of 2017. Among the clients improvement in managing the risk of Bain & Company, BCG, McKinsey, , , etc. that indicated a dissatisfaction, 39% consider client dissatisfaction. New initiatives will that Wavestone’s response did not meet be launched in 2019/20 to further increase In this highly competitive landscape, Wavestone holds a privileged position, thanks their expectations, compared to 47% in employee awareness of this subject.

to a combination of three factors: the previous year. The proportion of clients

that are satisfied or very satisfied is at a broad spread of comple­ a depth of expertise that a streamlined operating model 88%, remaining unchanged from 2018. mentary functional, sector- makes it possible to provide that enhances the ability to specific and technological targeted high-value be innovative and enables expertise that meets the consulting services ; relevant responses and expectations of clients ; processes to emerge. ANNUAL REPORT 2018/19 ANNUAL 18 -19

FEATURE IMMERSION IN

Hunched over a single screen, Bertrand and THE CLIENT’S FIRM Émilien review, on a case-by-case basis, the new version of a mobile app to facilitate track gauge readings.

“We’re nearly there,” says Bertrand, adjusting his headset. “Apart from these decimal points, the rest works pretty well. In any case, it is much better since we set up automatic checking of readings as it helps the operator with his assessment.”

With one foot on the rail, Émilien carefully follows Bertrand’s every movement. The next version should be the right one and what the maintenance manager Spontaneous does not say is as important as the responses gestures reveal he gives out loud. Spontaneous gestures reveal whether the user journey matches the one imagined whether the months previously. user journey matches what For the project manager, these tests under real-life conditions are vital, since observations we imagined. of real use are what inspire the applications designed ÉMILIEN LESIOUR by the SPOT* project. Launched by SNCF Réseau in 2009, this huge transformation plan has catapulted the company, and the 50,000km of railway for which it is responsible, into the digital age. By digitizing daily maintenance processes for its 15,000 operators in just a few years, the national operator has moved from a fragmented and time-consuming method to an integrated management and supervision system for all operations. ... /...

WITH ÉMILIEN LESIOUR Senior Consultant Energy, Utilities & Transport SAINT-DENIS 11 a.m. 20 -21 FEATURE

HIGHLIGHT ACQUISITION OF METIS CONSULTING, A SPECIALIZING IN SUPPLY CHAIN

In November 2018, Wavestone ... /... acquired 100% of the share capital of Metis Consulting, When Émilien joined the adventure in 2016, a French Wavestone had just created the team that would be firm specializing in supply chain. responsible for accelerating rollout of this solution Capitalizing on this merger, to make it the market-leading tool. Each app project Metis Consulting and Wavestone’s ambition is to become one of the begins with an in-depth analysis of existing processes. leaders in supply chain in . To do this, nothing can match the experience of users, In the short term, they intend who bring these processes to life and experience their to mark out a distinctive market limitations on a daily basis. Bertrand was invaluable positioning for supply chain 15,000 in understanding all the components involved in digitalization. switch maintenance. Of course, Émilien and his team of consultants had access to the comprehensive future users reference tools developed by the SNCF experts and they were also able to benefit from the highly informed knowledge that the business experts contributed during workshops. But nothing beats getting out onto the tracks to really get to grips with how these readings are taken and what the future app will be like in terms of fluidity and efficiency. HIGHLIGHT With over 60 business processes to digitalize, Q_PERIOR, A NEW GERMAN PARTNER the Wavestone team quickly got to the heart of Wavestone announced in April 2019 the matter and the consultants coordinated by the signing of a new non-capital-holding Émilien were soon able to create a real rapport partnership with Q_PERIOR, a German with their counterparts working on the rails, thanks consulting firm. Q_PERIOR offers business to their sincere and unlimited interest in the work. & IT advisory services, and is a leader in the German market. This partnership will For Émilien, who started on the project as a consultant, allow both firms to better accompany developing and encouraging others to develop is their clients in France and Germany, to

perhaps the most important aspect of his project share and strengthen their own capabilities, management role. and to develop cross-border business opportunities in sectors such as Industry.

* SPOT : Suivi et Pilotage des Opérations Techniques (Monitoring and Control of Technical Operations) ANNUAL REPORT 2018/19 ANNUAL FOCUS FOCUS 22 -23

GENERATING THREE SECTOR-SPECIFIC FUNCTIONAL AND TECHNOLOGICAL EXPERTISE POSITIVE CHANGE

At the confluence of management consulting and digital FUNCTIONS SECTORS TECHNOLOGIES and innovation consulting, Wavestone supports leading companies and organizations to deliver their most critical transformations.

Strategy Financial services Digital & IT strategy - - - Innovation management Telecoms, media & Digital & emerging & funding entertainment technologies - - - Marketing, sales Consumer goods & retail IT & data architecture & customer experience - - In a world where the pace of disruptive Wavestone offers its clients a broad palette - Manufacturing Cybersecurity & digital trust change is accelerating, transformations are of expertise spanning 18 areas of excellence People & change - becoming inevitable for all companies. of three distinct types: - Energy & utilities sector-specific excellence solutions Finance, risks & procurement - At Wavestone, we are committed to designed to address core business - Transportation & travel generating the enthusiasm that drives challenges in many different business Operations & supply chain - the positive transformation of our clients, sectors; Real estate which in turn ensures a smooth journey, functional excellence used by the firm - makes projects sustainable, and creates to address major corporate functions; Public-sector & international institutions an environment of trust that gives everyone technological excellence that enables the desire to act. This mindset which the firm to provide an unparalleled range feeds off the pleasure of the challenge, of digital, technology and cybersecurity of imagining new ways forward, and of solutions. succeeding together, is what drives our 3,000 consultants on a daily basis. In each of these areas of excellence, In order to offer appropriate, bold and bespoke solutions for Wavestone contributes an unrivaled depth transformational change, Wavestone relies on five key levers: of expertise. The essence of our value

proposition is our ability to combine these RESEARCH & KNOWLEDGE CENTER THE FAKTORY skills seamlessly in multidisciplinary teams that A dedicated team of market researchers A technical platform led and coordinated by senior cut through the silo-management approach. to analyze market data and establish designers and developers who use prototyping benchmarks techniques for rapid concept testing and validation

MACHINE LEARNING & DATA LAB CREADESK A team of data scientists, experts in data mining

A dedicated workspace, methodologies and application

and a team focused exclusively on stimulating creativity, generating innovative ideas SHAKE’UP and contributing to new working methods An accelerator that identifies and selects startups on the basis of their ability to innovatively contribute to various sectors ANNUAL REPORT 2018/19 ANNUAL 24 -25

FEATURE AT THE HEART

Although the format of these challenges is not new, OF THE INNOVATION it is clearly the best way to uncover a wide range of good ideas. The first phase involved launching a call HIGHLIGHT for sponsors, i.e. private companies who would like to SHAKE’UP WINNERS ECOSYSTEM propose their subject for experimentation. This first 2018 wave of calls for applications was whittled down Shake'Up, Wavestone’s through numerous meetings with the partners as well accelerator for B2B startups, as the firms responsible for providing support in other announced the winners of its areas. The challenge now is to give it the best possible 2018 call for projects. Almost exposure in order to attract sponsors. 50 startups applied to this second call for projects, for which the theme was DeepTech. This is where Wavestone’s internal dynamics come Three promising, innovative into play. Artificial Intelligence & Environment is and socially responsible a broad enough topic to invite contributions from startups have been selected: Transaction Connect has joined teams in the various different practices in order the program, while Isahit and to promote the call for sponsors. Their in-depth Ermeo received respectively knowledge of the issues facing their clients across the Judges’ Special Award and all sectors, provides the project with an efficient the Business Synergy Award. After the success of the two last Since early 2019, Laure has been helping Bpifrance sounding board. calls for projects, Wavestone to set up challenges in the field of artificial has now launched a third one Once the sponsors have been chosen, construction intelligence. Initiated by the French government, on the topic of international these challenges were entrusted to the public agency will begin on the future challenge that will be development. and the Directorate General for Enterprise to generate proposed to startups as part of an open innovation a buzz around four themes: health, transport-mobility, approach. This should be launched by the end environment and defense-security. Wavestone was of summer 2019. chosen to coordinate the environmental approach, which affects the largest number of areas and requires the use of very diverse players.

Laure has been working on themes to do with HIGHLIGHT innovation for 20 years. This means she certainly NEW YORK CYBERSECURITY RADAR knows how to mobilize the startup ecosystem and The New York Wavestone team will be releasing the provide support to calls for projects and she has NYC Cybersecurity Startup Radar in the coming months. WITH LAURE SCHREPFER seen professionalism increase in the sector. Today, The goal of the radar is to provide the cybersecurity Senior Manager Innovation, community with a structured and intuitive view of Management & Funding startups have as much to contribute as key accounts and startuppers are spoiled for choice when choosing the current NYC startup ecosystem. The radar will serve as an invaluable tool in identifying trends and their future partners. She has also seen a change PARIS opportunities for cybersecurity startups and buyers of scale in investments in this area as well as large of these technologies. Similar initiatives by Wavestone 2 p.m. groups adopting a much more collaborative approach. have been successful in both France and the UK. FOCUS FOCUS -27 26

A SALES FORCE DEDICATED OUR TOP 20 CLIENTS OF 2018/19 TO THE SUCCESS Société Générale 9% OF OUR CLIENTS BNP Paribas 7% EDF 7% SNCF 6% To successfully rise to the challenges faced by our clients La Poste 5% and to drive positive transformation in all business sectors, Crédit Agricole 4% Wavestone has developed a business development model Total 4% founded on the principle of client management. UGAP 3% 3% BPCE 2% 2% Axa 2% Saint-Gobain 2% PSA 1% 1% L’Oréal 1% AMF 1% 1% Wavestone boasts a portfolio of clients 1% spanning a very broad spectrum, from global Chanel 1% and local companies with leading positions to new entrants, both in the private and public sector. The firm is committed to cultivating an open-minded approach and to continuously develop its expertise, while maintaining its SECTORAL BREAKDOWN presence in all main sectors. This multisectoral OF REVENUES FOR 2018/19 presence provides resilience in times of economic fluctuation and allows the firm to capture growth in the most dynamic sectors. 37%

In each practice and office, client management is provided by a hybrid team of consultants and sales executives tasked with developing the full range of the Wavestone value proposition to all the clients it manages. This collaboration provides the stimulation 14% 13% required to guarantee that the solutions 11% 10% proposed combine strategic expertise with 8% 7% proven implementation.

Wavestone’s client management has two key

missions: 12% to support the growth of Wavestone’s Financial Energies Manufacturing Transportation Public-sector Consumer Services* OF REVENUE business activities and revenue; services & utilities & travel & international goods institutions & retail to maintain close long-term relationships OUTSIDE

with top-level decision-makers. OF FRANCE * formerly telecoms & media, and inclusion of real estate ANNUAL REPORT 2018/19 ANNUAL 28 -29

FEATURE BUILDING

It has now been six months since the teams at THE FUTURE TOGETHER Wavestone and a car manufacturer established the roadmap which should provide the manufacturer with an assessment and concrete action plan to take the connected vehicle project to the next level. This is no easy feat, since behind the technological development lies a cultural revolution requiring a profound transformation of both the architecture and the cooperation between business lines which have previously been used to working in parallel.

Because connected vehicles herald a new era for automobiles, involving a mobile services platform, a profound transformation is required in approaches Connected vehicles that have previously involved designing a vehicle herald a new era first and then enhancing it with digital services. For connected vehicles, to be followed in the very near for automobiles, future by driverless vehicles, hardware and software involving a mobile must be treated as one and the same. services platform.

Two very different cycles will need to mutually MATHIEU SABARLY enrich one another. Firstly engineering, which is highly calibrated and standardized for productivity reasons, and secondly digital, in which evolution and calibration need to be perpetually in motion — two cultures that need to become one.

It also involves a paradigm shift. To move from a vehicle-centric approach to a user-centric approach, a whole series of concepts and philosophies need to evolve. ... /...

WITH MATHIEU SABARLY Senior Manager IT & Data Architecture PARIS 3 p.m. FOCUS 30 -31 FEATURE ... /... Down to how success itself is assessed. Whereas ENHANCING OUR COLLECTIVE previously it could be judged from the good overall operation of the vehicle, in the future it will be KNOWLEDGE necessary to analyze the relevance of users’ journeys

and calibration of the services offered to them. Each one of our employees has a unique body of knowledge that can be shared and passed The project required all the technical knowledge on to others. And that is precisely the challenge contributed by Mathieu and his team, as well as their of our knowledge management strategy: making coordination techniques and tight control, along with the knowledge and experience of every individual a dynamic resource accessible to everyone for an in-depth analysis of the contributions from around the benefit of our clients’ plans and projects. 100 client employees, in order to identify irritants, those technical and technological pitfalls that needed to be quickly addressed.

But the most important aspect may have been With more than 3,000 employees, the way At the same time, a search engine To move from successfully convincing people of the need to change in which knowledge and feedback sharing progressively indexes all the documents a vehicle-centric a traditional culture in order to continue to look is structured is a key challenge. In order generated by every group entity so to structure and simplify this permanent that each employee can have instant to the future with confidence and enthusiasm. approach to process of exchange, Wavestone has access to the entire body of collective implemented a multilevel knowledge knowledge without breaching our client a user-centric management process. confidentiality obligations. approach, a whole Every employee is able to access a database This process is much more than using series of concepts of internal personal profiles to quickly simple business tools, because it enables identify those of their colleagues whose Wavestone to put in place a philosophy and philosophies experience or advanced expertise could that makes knowledge sharing need to evolve. make it possible to gain a sale or facilitate an unconscious reflex. The bottom line progress on a particular client's project. is that everyone is empowered and MATHIEU SABARLY has access to the resources needed One person in each project team is to add value to their own experience responsible for the ‘project memory’ for the benefit of everyone, whether and to ensure that all the documents are employee, client or partner. correctly filed and archived. Built around a secure architecture, this document management system is the key working resource for Wavestone teams.

Lastly, every employee has the opportunity to create or join special-interest

communities to share their experiences and convictions in the context of the issues faced by their clients. ANNUAL REPORT 2018/19 ANNUAL 32 -33

FEATURE AT THE HEART

“OK, let's start,” says Maxime. “Welcome to OF RECRUITMENT our half-year recruitment update and thank you all for finding the time to be here.” The 30 colleagues gathered before him are not there by chance. They have at least one thing in common — they are involved in the recruitment process for the People & Change practice, for which Maxime manages the HR dimension, along with a team of five consultants.

Maxime is not responsible for recruitment. He does not come from an HR background at all, although his emotional sensitivity and devotion to developing his practice through recruitment make him particularly suited to these challenges. Attracting candidates Maxime is a senior consultant who joined Wavestone and helping to after studying at an aeronautical engineering school. The high standards, diverse range of select the best responsibilities, ability to learn and evolve very profiles is everyone’s quickly, have contact with experts in their fields responsibility. and high-level clients, as well as a natural inclination towards transformation challenges meant he did MAXIME FRIGOLA-ESCOLASTICA not for a second regret turning his back on planes.

But while Maxime uses his talents to assist his clients, he also gains satisfaction from helping his practice to grow. Although management of the recruitment process itself is a matter for the firm’s recruitment teams, attracting candidates and helping to select the best profiles is everyone’s responsibility.

Of the practice's 140 consultants, more than 30 are involved at various stages of the recruitment process. Maxime coordinates this roll call of ambassadors WITH MAXIME FRIGOLA-ESCOLASTICA and acts as spokesman for the practice in relation Senior Consultant and HR Coordinator to HR teams to ensure that needs are met. People & Change ... /... LA DÉFENSE 4 p.m. PORTRAIT 34 -35 FEATURE

FOCUS ON INTERNAL MOBILITY

Alexandre, Kévin and Khadija have just ALEXANDRE MERCIER arrived in front of their client’s building Cybersecurity & Digital Trust Consultant ... /... for a kick-off meeting which could hardly be more international. Although all three are consultants at Wavestone, Alexandre Recruitment is a meeting of two sides. Wavestone intermediary between the two offices, works in London, Kévin in Paris and has managed to stand out for its particularly human having retained strong links with Khadija in Geneva. It is this collaboration his former colleagues. His experience and constructive approach to recruitment. Each that won over their client: a single working in the UK gives him a candidate is carefully considered and receives team to support its development in valuable insight into the situations three strategic markets. Most importantly, customized feedback at each stage. There is no of his international clients, who mix the three colleagues are used to copying and pasting or cloning of profiles. Personality nationalities and cultures within working together since until recently multidisciplinary teams. is essential, as is development potential and the ability all three worked together in London. to expand your curiosity in contact with clients and This natural mobility and the ability Alexandre arrived in, or more accurately projects. Wavestone certainly has high standards. to develop within a single company returned to Paris in January 2018 after two We do not recruit nearly 800 new employees clearly made a big difference in the years at Wavestone in London. This young consultant’s early career. And although each year without ensuring that they meet consultant’s career has spanned both sides the few cultural differences make good practices’ needs. That is the role of Maxime and of the Channel. After high school in the anecdotes to tell on both sides British capital, he completed engineering his team in the People & Change practice. of the Channel, it was the continuity school in France, before being coopted into of corporate vision and shared universal Wavestone in Paris for a position in London, values which ultimately made this Recruitment has to be learned and requires developing cybersecurity expertise. change of environment so smooth real dedication. Volunteers are trained in for him. interviewing and assessment techniques and are His transfer to Paris went smoothly, a process whose fluidity still surprises supported in their role by recruitment officers. Alexandre himself, as he had returned 800 This is an opportunity for everyone to participate to France even before completion of his actively in Wavestone’s growth, in addition administrative formalities and soon found new employees himself back in front of his first French recruited to its consulting missions. Maxime, who devotes clients. Not only was his mobility accepted, in 2018/19 part of his time to these commitments, believes it was even encouraged and facilitated at

that it is a way of bringing the company’s every stage, from his original office to the culture to life, of spreading enthusiasm at each host office. He joined the Paris teams to contact and increasing colleagues’ skills. work on assignments similar to those he worked on in the UK and regularly acts as ANNUAL REPORT 2018/19 ANNUAL FOCUS FOCUS 36 -37

SETTING THE BENCHMARK ENSURING EMPLOYEE LOYALTY: A KEY CHALLENGE AS AN EMPLOYER Wavestone has made the choice to adopt Another important component of loyalty is a strategy that develops the management the occupational well‑being of employees. Wavestone is committed to being, and remaining, an skill of employees. Every year, many Wavestone wants the culture of enthusiasm employer of choice in the consulting market. This strategy are asked to provide leadership for to be a way of life in the workplace and is based on a proven model: recruiting the finest talent, projects or teams, and a new training a benefit for everyone. It is encouraged providing personal career path management, and offering program also aims to support them in with proximity management with more employees rich career development prospects. It's a this new responsibility. In a broader sense, than 300 Career Development Managers, strategy founded on respect for Wavestone values: team Wavestone aims to share a common supported by HR representatives spirit, audacity, passion and exemplary conduct. culture and practices, regardless of the (approximately 1 for every 150 employees). job profile, area of expertise or geographic The firm also offers flexibility in the way location. A mobility program also helps to work is structured with a teleworking system broaden horizons by offering Wavestone designed as an organizational facility, and employees the opportunity to make a a paid leave policy based on individual A DISTINCTIVE VISION career switch or gain expertise in other autonomy and empowerment. Wavestone OF CONSULTANCY fields and regions. At the annual talent also puts measures in place that make life reviews, the management teams and simpler for employees with children, such as HR teams get together to assess the the company childcare facility (three paid In order to attract the most talented ambitious objectives in terms of recruitment, development to date of every employee “Child Sick Days“, flexible working hours people in an extremely competitive market, Wavestone provides the necessary resources: in the firm, reviewing their development and teleworking during pregnancy, gradual Wavestone has adopted a distinctive position a dedicated recruitment team of around thirty outlook over the next 12 to 24 months, return to work after maternity leave, etc). with a vision of a committed consultancy. employees supported by a community of the associated development initiatives, The firm makes it a point of honor to 1,000 consultants that conduct recruitment their targets for the year, the possibility Finally, the offices offer open-plan implement a robust recruitment process interviews and get involved with developing of promotion and the employee’s workspaces flooded with natural light, a wide that respects every applicant as an individual, educational partnerships and all the initiatives compensation package. Lastly, the choice of spaces designed around different by beginning each phase of recruitment that go with that. The firm relies on different Wavestone salary policy is designed working scenarios, and innovative equipment as a special opportunity for interaction. channels of sourcing: recruitment agency to promote fair competition between for greater flexibility, convenience, creativity partners, an annual candidate referral During the process it pays special attention employees on a level playing field. and discussion about working methods. to the quality of the experience for each campaign, recruitment events, candidate, regardless of the outcome a preemployment trainee scheme of the recruitment process. Everyone involved and other initiatives in recruitment at Wavestone is committed to applying strict guidelines on transparency, HR LABELS AND A CORPORATE PLAN BUILT equal opportunities and professional CERTIFICATIONS WITH EMPLOYEES recruitment methods.

Wavestone recruits candidates from Wavestone’s employees are closely involved Wavestone assets such as the Creadesk and diverse backgrounds with varying degrees in the corporate plan. They contribute to the Faktory have become a reality as a direct of experience, and looks for people with applying every aspect of Wavestone strategy result of employee initiatives. Wavestone’s commitment, who already have a reputation (HR, recruitment, finance, communications, HR teams pay extremely close attention to

for strong entrepreneurial drive and a sense internal audit, etc.) by delivering part-time this ongoing competitive initiative, which of team spirit. The annual recruitment or full-time internal assignments in our central empowers every employee to put forward plan includes a high percentage of new services departments. In the firm, initiative an idea, project or discussion topic with graduates from the most prestigious is also encouraged by the management as the potential to change the company. French graduate schools and universities a way of facilitating the emergence of ideas (engineering and management). To reach its that will add value to the firm going forward. ANNUAL REPORT 2018/19 ANNUAL 38 -39

FEATURE SKILLS

Like every Monday, Valentine is not at her usual SPONSORSHIP post in Wavestone’s offices. Her Mondays are entirely dedicated to her charity work with “Par Le Monde”, an association participating in the program developed by Vendredi, an organization that offers shared jobs between companies and associations.

Valentine discovered Vendredi during a previous internship and made it an important criterion when joining Wavestone at the end of her gap year. She has enjoyed the experience of charity work since she wrote her thesis on the changing scale of social innovation. This student, studying for a Master's in Innovation Management at Paris-Dauphine University, Innovation must believes that innovation must be able to be combined be able to be with human factors. Moving rapidly from theory to practice, Valentine chose to put her skills to combined with work for an association where her knowledge of human factors. technological issues could be combined with the VALENTINE PENSALFINI kind of charity work that appealed to her.

The idea behind “Par Le Monde” is a novel one. The association establishes digital exchange programs between students by removing geographical and cultural boundaries. Its “Voyage de Pelico” program takes students and teachers to meet their counterparts in foreign countries. Every year, mediators are sent to five countries to report back on children in their school, their learning methods, their hobbies and their dreams. These innovative video documents are then published on the association’s platform, which organizes virtual discussions between classes.

WITH VALENTINE PENSALFINI Consultant ... /... Digital & Emerging Technologies PARIS 6 p.m. FOCUS 40 -41 FEATURE ... /... The project and the timing appealed to Valentine, LIVING AND DISSEMINATING who was able to work on the association’s change of scale by harnessing its skills to design an editing OUR OWN VALUES app for teachers. This will make it easy for teachers

and their classes to produce their own reports Having introduced its CSR approach in 2011, Wavestone and so develop the content made available on the has included CSR as one of the four central challenges platform. Every Monday, she helps the members of the Wavestone 2021 strategic plan. of “Par Le Monde” to move the project forward by challenging their ideas and disseminating the good practices she experiences the rest of the week while

working for the firm, particularly at the Creadesk. The CSR policy is one of the four challenges of the Wavestone 2021 strategic plan with At “Par Le Monde”, she works alongside other N°1 the aim of putting our company in the Top 3 consulting firms by CSR rating every year. professionals involved in skills sponsorship. Over the last three years it has been a success, OF ITS CATEGORY Everyone brings their own skills and enables Wavestone topped the Gaia Rating for IN THE GAÏA INDEX the project to take on another dimension. companies in its category. Her colleagues have confidence in her, both at Wavestone and “Par Le Monde”, and her status as an intern doesn't restrict the scope of her work. WAVESTONE’S CSR APPROACH From September, Valentine will return to university for her final year and will no longer be able to spend her Mondays at “Par Le Monde”, but this experience has given her a taste for charitable commitment. She plans not only to continue to help the association on a voluntary basis, but after the end of her internship will also attend the Wavestone Powerday in August at a hackathon inviting participants to WITH MARYLÈNE HOCHART Co-founder of Par Le Monde investigate issues affecting the “Voyage de Pelico” program. As for the more distant future, she already knows that skills sponsorship will be among her criteria when choosing an employer... even if she suggests developing it herself.

For more information on Wavestone’s CSR approach, see the Statement of Non-Financial Performance in Chapter 1. ANNUAL REPORT 2018/19 ANNUAL MANIFESTO -43 42 At Wavestone, we believe that a shared sense THE ABILITY OF AN INTEGRATED of enthusiasm is at the core of successful change. That’s what we call “The positive way”. ORGANIZATIONAL STRUCTURE TO As we join our clients on their journey, DELIVER EFFECTIVE, AGILE AND we embrace complex challenges, enjoy creating new trails and thrive on succeeding as a team. RELEVANT RESPONSES

“The positive way” is what we do. Wavestone has adopted an integrated organizational Generating enthusiasm is second nature to us. model that closely combines the skills required to make collaborative working and mutual trust a daily reality It’s how we drive change in our clients, creating for everyone. trust that gives everyone the desire to act, ensuring a smooth journey and making projects truly sustainable.

“The positive way” is who we are. THIS OPERATING OPERATING MODEL At Wavestone, we are united by a spirit of MODEL HAS BEEN DESIGNED ON THE mutual trust, free from the constraints of silos The key entity in the Wavestone BASIS OF THREE operating model is the practice or and egos. Stimulated by solving challenges office. A practice brings together those KEY PRINCIPLES and engaged in achieving results, our teams responsible for concentrating the energy is infinite as we support our clients expertise of Wavestone in one of its areas of excellence. Where critical mass has not to accomplish their grandest ideas. been achieved in a given region, teams are brought together into an office, which Ensuring appropriate then covers all the expertise associated And also, “The positive way” is our commitment implementation of the with several areas of excellence. In June Wavestone value proposition to creating a positive impact. For all our 2019, Wavestone had 21 practices stakeholders. and offices.

In addition to its mission to develop

Wavestone, The Positive Way. Facilitating the formation expertise in one or more areas of of multidisciplinary teams excellence, each practice or office and the international is also responsible for new business delivery of global development across all Wavestone assignments services within a portfolio of clients. This business development task is carried out by client managers.

Maximizing synergies between units and guaranteeing a sustainably high level of operating performance 44 -45

To maximize synergy development Lastly, Wavestone has chosen to invest long WAVESTONE The firm is managed by an Executive Com­mittee and facilitate effective operational term in exclusive assets that will enhance its OPERATIONAL (ExCom) coordinated and led by the General management and control, the 21 practices value proposition (see page 22). The teams Management team of Wavestone (composed GOVERNANCE and offices are grouped into four domains. responsible for these assets are based either of the Management Board members). Since Wavestone has designed its in selected practices or centrally. operations at a global scale, the practices Consistent with this principle, To ensure that all teams are fully aligned with and offices on each domain are usually the governance of Wavestone is based the shared goals set out in the corporate plan, spread across several countries. CENTRAL SERVICES on collegial bodies at every level the ExCom is broadly based, and includes DEPARTMENTS of its organizational structure. Practices representatives from each team. However, Because some skills draw on multiple areas are guided by practice steering teams for maximum efficiency, the ExCom meets of expertise, they are structured cross- led by practice leaders, and domains are in smaller sessions to address topics such as Wavestone’s central services teams are functionally as communities of experts guided by domain steering teams led operating performance checks and business responsible for managing major investments based in multiple practices and/or offices; by domain leaders. development management. made to ensure the future growth of Wavestone examples include the Marketing Sales and provide risk control. These teams work & Customer Experience community. centrally, and in some cases contain designated representatives working within specific Wavestone domains, practices and offices.

THE MEMBERS OF THIS EXECUTIVE COMMITTEE ARE:

General Management Operations (the Wavestone Management Board) Éric Baudin Patrick Hirigoyen Claude Bodeau Pascal Imbert Loïc Carpentier Guillaume Chassard Operation steering Philippe Dajean and domain leaders Stéphane Denolle EXECUTIVE COMMITTEE Benoît Darde Frank Devillaire Guillaume Durand Frédéric Goux Joël Nadjar Jim Hennigan Bruno Valet Éric Labruyère Domain A Domain B Domain C Domain D Frédéric Lelièvre Human Development Philippe Mirmand Resources Reza Maghsoudnia Mike Newlove Practice Practice Practice Practice Philippe Pestanes Business development Catherine Pilidjian Communications Marc de Montgolfier Olivier Schmitt & Marketing Anne Régnier Jean-Marc Soulier Laurent Stoupy Key transformation Harold Syfrig Office Office Office Office Finance projects / global projects Laurent Bellefin Human Resources

Fanny Rouhet

Information Finance Technology Tiphanie Bordier Communications and marketing Frédéric Goujon Sarah Lamigeon ANNUAL REPORT 2018/19 ANNUAL THE MANAGEMENT AND SUPERVISORY BOARDS

The members of the Management Board are:

PASCAL IMBERT PATRICK HIRIGOYEN Chief Executive Officer Management Board Member

At 04/01/2019, the Supervisory Board had 6 members:

MICHEL DANCOISNE MARIE-ANGE VERDICKT* Chairman of Vice-Chairman of the Supervisory Board the Supervisory Board

JEAN-FRANÇOIS PERRET* RAFAËL VIVIER* Supervisory Board Supervisory Board Member Member

SARAH LAMIGEON BENJAMIN CLÉMENT Supervisory Board Supervisory Board Member Member

* Independent members ANNUAL REPORT 2018/19 ANNUAL

FINANCIAL REPORT

2018/19 REGISTRATION DOCUMENT 2018/19 by apictogramm identified are Report Financial Annual to the related are which table above the in Elements AFR 02 03 01 169 165 152 140 CORPORATE GOVERNANCE REPORT 137 136 99 82 55 54 MANAGEMENT REPORT 205 172 INFORMATIONFINANCIAL

AND THE FINANCIAL STATEMENTS FOR THE 2018/19 FISCAL YEAR FISCAL 2018/19 THE STATEMENTS FOR FINANCIAL THE AND BOARD MANAGEMENT THE OF REPORT THE ON BOARD SUPERVISORY THE OF OBSERVATIONS ADDITIONAL INFORMATION CORPORATE OFFICER COMPENSATION MANAGEMENT AND CONTROL OF THE COMPANY OF THE CONTROL AND MANAGEMENT MANAGEMENT BOARD REPORT PRESENTED TO THE COMBINED BOARDMANAGEMENT PRESENTED ORDINARY REPORT 2018/19 MANAGEMENT BOARD REPORT - STATEMENT OF NON-FINANCIAL PERFORMANCE - STATEMENT OF NON-FINANCIAL REPORT BOARD MANAGEMENT 2018/19 MANAGEMENT BOARD REPORT - GENERAL REPORT BOARDMANAGEMENT - GENERAL REPORT MANAGEMENT BOARDMANAGEMENT – TRENDS REPORT AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF 07/25/19 OF MEETING SHAREHOLDERS’ EXTRAORDINARY AND CONSOLIDATED STATEMENTS FINANCIAL AT 03/31/19 COMPANY STATEMENTS FINANCIAL AT 03/31/19 2018/19 MANAGEMENT BOARD REPORT - ADDITIONAL NOTES REPORT BOARD MANAGEMENT 2018/19 2018/19 MANAGEMENT BOARD REPORT - RISK FACTORS AND THEIR MANAGEMENT -RISK FACTORS AND THEIR REPORT BOARD MANAGEMENT 2018/19

AFR AFR AFR AFR AFR AFR AFR AFR AFR AFR

AFR AFR 04 06 05 280 ADDITIONAL INFORMATION 252 250 MEETING GENERAL AND EXTRAORDINARY ORDINARY COMBINED 2019 246 232 INFORMATION LEGAL 287 286 285 282 281

REGISTRATION DOCUMENT CROSS-REFERENCE TABLE CROSS-REFERENCE REGISTRATION DOCUMENT GENERAL INFORMATION ON WAVESTONE AND ITS SHARE CAPITAL AND ITS SHARE CAPITAL WAVESTONE ON INFORMATION GENERAL MANAGEMENT REPORT CROSS-REFERENCE TABLE CROSS-REFERENCE REPORT MANAGEMENT ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE EXCEPTIONAL EVENTS AND DISPUTES RESOLUTIONS TO BE PROPOSED TO THE COMBINED EXTRAORDINARY EXTRAORDINARY COMBINED TO THE PROPOSED TO BE RESOLUTIONS DOCUMENTS AVAILABLE TO THE PUBLIC TO THE AVAILABLE DOCUMENTS AND ORDINARY SHAREHOLDERS’ MEETING OF 07/25/19 MEETING SHAREHOLDERS’ ORDINARY AND PERSONS RESPONSIBLE DESCRIPTION OF THE SHARE BUYBACK PROGRAM BUYBACK SHARE THE OF DESCRIPTION CORPORATE GOVERNANCE REPORT CROSS-REFERENCE TABLE AFR AFR AFR AFR

50 - 51 REGISTRATION DOCUMENT 2018/19 MANAGEMENT REPORT 137 136 99 82 55 54

MANAGEMENT BOARD REPORT – TRENDS 2018/19 MANAGEMENT BOARD REPORT - ADDITIONAL NOTES REPORT BOARD MANAGEMENT 2018/19 2018/19 MANAGEMENT BOARD REPORT - RISK FACTORS AND THEIR MANAGEMENT -RISK FACTORS AND THEIR REPORT BOARD MANAGEMENT 2018/19 AND EXTRAORDINARY SHAREHOLDERS’ MEETING OF 07/25/19 OF MEETING SHAREHOLDERS’ EXTRAORDINARY AND MANAGEMENT BOARD REPORT PRESENTED TO THE COMBINED ORDINARY ORDINARY TO THE COMBINED PRESENTED REPORT BOARD MANAGEMENT 2018/19 MANAGEMENT BOARD REPORT - STATEMENT OF NON-FINANCIAL PERFORMANCE - STATEMENT OF NON-FINANCIAL REPORT BOARD MANAGEMENT 2018/19 MANAGEMENT BOARD REPORT- GENERAL REPORT BOARD REPORT-MANAGEMENT GENERAL 01

52 - 53 REGISTRATION DOCUMENT 2018/19 (1) company Wavestone the comprises which group, Wavestone the of situation the to present is report this of purpose The deadlines. legal the within to you available made or sent duly have been regulations applicable the by specified documentation all and Meeting of notice The ofArticles Association. Company’s our and by law required as Meeting shareholders’ extraordinary and ordinary combined this We convened have To the Shareholders, shareholders’ Meetingof07/25/19 to the combined ordinaryandextraordinary Management BoardReportpresented and its subsidiaries. subsidiaries. its and Wavestone, theparent company oftheWavestonegroup,issometimes referredtoas“WavestoneSA”inthisdocument. (1)

• • • the: with together The report includes the “General Management Board Report” of the French Financial and Monetary Code. Monetary and Financial French the of L.451-1-2 Article in specified as report financial annual the of part integral an is which (AMF), Authority Markets Financial French the of Regulations General the of Article 222-3 to in referred Report Management the constitutes also report This performance “Management Board Report – Report Board “Management “Management Board Report – Report Board “Management “Management Board Report – Report Board “Management Managemen t”; t”; ”; and Additional notes Additional Statement of non-financial non-financial of Statement Risk factors and and factors Risk ”. > Management Report • Management Board Report - General Report 01

Management Board Report

- General Report 54 - 55

1. Key events and outlook Group share of net income grew 16% At €55.2m in 2018/19, operating income on ordinary activities During its Meeting on 05/27/19, the Group’s Supervisory rose 9% on the previous year. Our EBIT margin remained Board approved the consolidated annual financial statements identical to 2017/18 year at 14.1%. Note that net amortization at 03/31/19, a summary of which is presented below. The audit expenses include €3.7m in amortization for the firm’s current procedures for the financial statements have been finalized investments. and the audit report is currently being issued by the Statutory Auditors. Operating income increased 12% to €52.4m reflecting the lower amortization on customer relations and the reduction Revenue up 9% (5% on an organic basis) to €391.5m in other operating income and expenses.

We delivered solid growth in 2018/19 with revenue up 9% to Group share of net income at end-March 2019 rose 16% year- €391.5m. Highlights of the year included the acquisitions of on-year to €30.8m from €26.6m, giving a net margin of 7.9%, Xceed and Metis Consulting, consolidated as of 04/01/18 and up from 7.4% in 2017/18. 11/01/18, respectively. Cash flow tops cost of acquisitions Like-for-like and at constant exchange rates, organic growth came out at 5% for the year. Wavestone generated a gross cash flow margin of €43.1m in fiscal 2018/19, an increase of 31% year-on-year. Cash flow from Annual hiring plan above target and employer turnover operations was €32.6m, reflecting a €10.5m increase in slower in the second half working capital requirements during the year.

We pursued an energetic recruitment policy throughout the Investments totaled €23.3m, primarily for the acquisitions of year and hired 800 new people (gross), well above our initial Xceed (UK) and Metis Consulting (France) in deals worth target of 600. €21.6m. Financial expenditure came out at €11.1m, in the main used for share buybacks (€8.1m) and dividend payments After renewed pressure on resources at the start of the year, (€4.1m). the rate of staff turnover eased in the second half to 18% on a 12-month basis, from 21% at the mid-point of the year. We Our consolidated net equity stood at €150.8m at end-March confirm our target of reducing average staff turnover to below 2019 for net debt of €38.7m, compared with €34.6m one year 15%. earlier.

As of 03/31/19, Wavestone’s headcount had increased to At the next annual General Meeting on 07/25/19, Wavestone 3,094 employees from 2,793 the previous year. will a dividend of €0.23 per share for the 2018/19 fiscal year, an increase of 14%. Consultant utilization rate flagged in 2018/19, but daily rates rose Sales drive in 2019/20 to be stepped up following a disappointing end to the year The consultant utilization rate was 75% this year, down from 77% in 2017/18. Following the decline in mid-2018, the rate The year closed on a disappointing note as the slower rate of stayed under pressure through to the year-end, despite new order intake compressed the consultant utilization rate, intensifying our sales drive from the third quarter. despite the higher rates for our services.

The rates charged for our services rose 2.8% on an annual basis, outstripping our target increase of 1 to 2% for full-year 2018/19. The average daily rate averaged €872 for the year as a whole, up from €848 one year earlier.

Our order book stood at 3.6 months at end-March 2019, as opposed to 3.7 months at end-March 2018. REGISTRATION DOCUMENT 2018/19 service at a client, calculated as follows: as calculated aclient, at service The worked, excluding vacations. hours billable of number to the to clients billed actually days The year. the of end the at employees of number by the divided year the Annual Turnover 2.1. 2. market. international the in year, preferably this deals two or one up tying of aim the with policy acquisition our We maintaining are year. fiscal current the in hires new gross 600 of target a has firm The rate. utilization consultant the in dent a short-term means this if even numbers, staff our up to beef continue We will environment. growth slower this address to ability our of We confident are confirmed ambitions strategic and growth on focus Continued sector. public the and transport energy, in segment utilities the as such potential, growth highest the with sectors the on focus we will time, same At the activity. sales our managing on rein atighter keep and prospecting intensify team, development business our expand drive, sales our up is revto environment this address to policy firm’s The cautious and selective, especially in the banking sector. increasingly are Clients consultancy. for demand on weigh to started has uncertainty economic growing addition, In The The rates and planned vacation rates for the coming months. coming the for rates vacation planned and rates utilization workforce, projected the on based days, production future of number to the months future in performed to days be production net of number the of ratio the as months in expressed is It date. measurement the on delivered Group activity consultant utilization rate utilization consultant is the average price for a consulting aconsulting for price average the is rate daily average order book How we define our operating indicators Revenue from services provided / / provided services from Revenue Number of days billed to clients. to billed days of Number is the sum of services ordered and not yet not and ordered services of sum the is is the number of employees that leave during during leave that employees of number the is is the ratio of the number of of number the of ratio the is

Switzerland and Wavestone HK). Consulting Wavestone Belgium, Wavestone Luxembourg, Wavestone US, (Wavestone subsidiaries its and Advisors Wavestone Morocco, Advisors Wavestone Switzerland, Wavestone SA, Wavestone Advisors Wavestone UK, Advisors statements comprised the financial statements of and excluding new acquisitions. new excluding and basis forex aconstant on to be understood are targets These 13%. of excess in margin EBIT an and Consulting, by Metis generated revenue 12-month including higher, or 5% of growth revenue We targeting are environment. a disappointing second half and in market an uncertain of wake the in prudent, are 2019/20 fiscal for objectives Our margin EBIT in increase 13% least at growth, revenue 5% targets: 2019/20 acquisitions. for valuations high persistently and months recent in growth flagging of light in especially challenges, international market share targets will present tougher and growth revenue 2021 These plan. strategic 2021 the Wavestone under goals our we confirm term, longer the In At end-March 2018, the Group’s consolidated financial consolidated Group’s the 2018, At end-March HK). Consulting Metis and Consulting Management (Shanghai) Metis Consulting, subsidiaries (Metis its and M3G (2007)), Xceed services), (ex UK Consultancy Xceed Consulting Wavestone Group, (Xceed subsidiaries its and (Holdings) Group Wavestone Consulting Switzerland and Wavestone HK), Xceed Belgium, Wavestone Luxembourg, Wavestone US, (Wavestone subsidiaries its and Advisors Wavestone Morocco, Advisors WavestoneAdvisors UK, Advisors Switzerland, Wavestone Wavestone SA, Wavestone of statements financial the comprised 03/31/19 at statements financial consolidated The 2.2. revenue. of apercentage as metric this in change the explains entirely almost which outlook), and Key events (1. above presented indicators operating the in change combined to the corresponds activities ordinary on income operating in change the that Note Consolidated statements financial

> Management Report • Management Board Report - General Report 01 56 - 57

(in thousands of euros) 2018/19 2017/18 Variation Revenue 391,530 359,919 9% EBIT 55,243 50,584 9% Operating profit 52,430 46,756 12% Net income, Group share 30,770 26,628 16%

At end 2018/19, consolidated revenue amounted to €391,530k, The cost of net financial debt of €1,678k over the period representing a 9% increase on the 2016/17 figure of €359,919k. comprised financial income of €10k and financial expenses of €1,688k. The cost of net financial debt for the previous year Operating income on ordinary activities stood at €55,243k amounted to €1,864k. This decrease is the result of a drop in (after employee profit-sharing), up 9% on the previous year’s the margin applicable to the interest on the banking facility figure of €50,584k. contract to finance the acquisition of ’s European Customer-relationship intangible asset depreciation amounted operations on 01/07/16. to €2,289k. Pre- income over the period rose 15% compared with the Other non-recurring operating charges break down as follows: previous fiscal year, from €43,914k to €50,631k. • (€607k) in acquisition costs; Income tax expense in 2018/19 amounted to €19,861k, versus • (€39k) booked to cover the relocation of Wavestone €17,286k the previous year. Consulting UK to London; • reversals of provisions for vacating Wavestone Belgium’s Net income for the period rose 16% year-on-year to €30,770k, premises in the amount of €63k; from €26,628k. • transfer of the Metis Consulting lease for €30k. Given the absence of non-controlling interests, the Group Taking into account these elements, operating income share of net income also rose 16% in 2018/19 to €30,770k from amounted to €52,430k, representing an increase of 12% €26,628k. compared with the 2017/18 figure of €46,756k.

(in thousands of euros) 03/31/19 03/31/18 Variation Non-current assets 177,409 157,077 13% o/w goodwill 140,621 118,909 18% Current assets (excluding cash) 156,112 152,179 3% Cash and cash equivalents 50,709 52,056 -3% shareholders’ equity 150,810 130,249 16% Non-current liabilities 81,803 83,913 -3% o/w financial liabilities 65,703 69,994 -6% Current liabilities 151,618 147,150 3% o/w financial liabilities 23,720 16,708 42% Total balance sheet 384,230 361,312 6%

The consolidated Group boasted net cash of €150,810k at Restated for bank borrowings (overdrafts and accrued end-March 2019, up 16% from €130,249k at end-March 2018. interest), net cash was down from €51,995k at end-March 2018 to €50,593k at end-March 2019.

Financial liabilities totaled €89,423k at end-March 2019, versus €86,702k the previous year. REGISTRATION DOCUMENT 2018/19 Grosscashlessfinancialliabilities. (1) 2018. end-March at 19% versus 16%, at out comes margin operating The to €48,508k. €51,200k from year-on-year 5% declined allotments free-share for provisions of reversals net and profit-sharing, employee before income, Operating 2018. end-March at 19% versus 16%, of margin operating an in resulting to €49,472k, €51,091k from year-on-year 3% down was profit-sharing, employee before income, Operating €274,228k. of figure 2016/17 the on increase a13% representing €308,967k, of revenue reported Wavestone level, company parent At the 2.3. discounting. or factoring to recourse any have not does Company the that Note • • • • • These mainly include: margin flow cash Gross (in thousandsofeuros) 2018. March end- at €86,641k totaled overdrafts bank before liabilities financial record, the For contracts. leasing of restatement the with connected borrowings in €1,263k and debt, financial miscellaneous and debt bank in €88,043k which of €89,306k, to came liabilities financial overdrafts, bank Excluding (2) (1) Aftercostofnetfinancialdebtandcurrenttaxexpenses. equivalents cash and cash in Change operations financing from flow cash Net investments from flow cash Net activities operating from flow cash Net Change in working capital requirements capital working in Change flow investments”, and“Netcashflowfromfinancingoperations”. a dividend payout of €4,054k. of payout a dividend €8,070k; for purchases shares treasury to €1,449k; amounting investments €21,619k; of amount the in consolidation of scope the in to changes related outlays cash period; the over €32,622k of operations from flow cash anet giving requirements capital working in increase €10,448k a plus €43,071k, of margin flow cash a gross The from Company financial statements Company financing opted operations. to revise This (1) the change presentation affects of the the following statement lines of in cash the flows table to above: improve “Gross the table below. below. table the in outlined are cash net in growth underpinning elements The Wavestone posted net debt 2019, versus net debt of (€34,646k) in 2017/18. in (€34,646k) of debt net versus 2019, compared with €6,678k in 2017/18. in €6,678k with compared 2018/19, in €4,162k to amounted profit-sharing Employee year. previous the €12,328k with compared 2018/19, in to €11,868k came tax Income year. fiscal previous the in (€685k) of loss exceptional an (tangible and intangible) fixedassets. TheCompany recorded of value asset net to the corresponded (€225) and contract liquidity the on generated losses capital net in (€1,893k) plans, free-share Company’s the under definitively allocated shares treasury of value to the corresponded (€1,893k) which of period, the over (€2,017k) totaled losses Exceptional coupon payments. and capital gains and (€1,644k) in bond-related interest and investments cash on received interest in €328k losses, forex (€42k) net in losses, forex unrealized for booked provisions of write-back the from €203k holdings, equity from income in €1,267k follows: as down broken be can which 2018, March end- at of loss (€843k) afinancial with compared 2018/19, fiscal in income financial in €113k recorded Company The how cash it shows flow 03/31/19 (10,448) (23,314) (1,806) 32,622 (11,114) the margin”, 43,071 impact “Net of share cash flow buybacks, from (Restated) (1) of (€38,714k) at end-March end-March at (€38,714k) of operating (13,254) 03/31/18 which (4,090) (2,762) 13,809 33,915 31,153 is now activities”, (2) fully factored “Net (Reported) cash into (13,295) 03/31/18 (3,033) (2,762) 32,899 13,809 30,137 flow net from cash

> Management Report • Management Board Report - General Report 01 58 - 59

Taking all the above into consideration, net income came to Factoring in the bank loan of €88,687k and bond-related debt €31,538k at the fiscal year-end, compared with €30,558k at of €31,081k, net debt at end-March 2019 was (€50,105k), end-March 2018. compared with (€44,599k) at end-March 2018.

Shareholders’ equity totaled €164,487k at end-March 2019, an increase on the previous year’s figure of €137,003k.

2.4. Trade payables and receivables

In accordance with the regulations in force since 01/01/09, the year-end balances of trade payables and receivables are presented in the table below.

These amounts are expressed in euros and exclusively concern Wavestone SA.

Article D.441 l.-1: invoices received unpaid Article D.441 l.-2: invoices issued unpaid on year-end date with an expired deadline on year-end date with an expired deadline 91 days Total 91 days Total 1 to 30 31 to 60 61 to 90 and 1 day and 1 to 30 31 to 60 61 to 90 and 1 day and (in thousands of euros) 0 day days days days more more 0 day days days days more more (A) Late payment installments

Number of invoices concerned 728 37 2,370 364

Total amount of invoices 16,151 1,637 126 145 275 2,183 67,393 1,497 1,998 1,222 4,109 8,827 concerned, incl. tax

Percentage of total amount of purchases in the fiscal year, 13.1% 1.3% 0.1% 0.1% 0.2% 2.7% incl. tax

Percentage of sales for the 17.5% 0.4% 0.5% 0.3% 1.1% 2.3% fiscal year, incl. tax

(B) Invoices excluded from (A) related to debt and contested or unrecognized receivables

Number of invoices Unavailable Unavailable

Total amount of invoices €65k €89k concerned, incl. tax

(C) Benchmark payment terms used (contractual or legal terms - article L.441.6 or article L.443-1 of the French Commercial Code) 30 or 60 days depending 30 or 60 days depending Contractual terms Contractual terms Payment terms used to on clients on clients calculate payment delays Legal terms 60 days Legal terms 60 days

At end-March 2019, accrued trade payables comprised 2.5. Legal developments in 2018/19 payments due to external suppliers in the amount of €12,423k 2.5.1. Acquisition of Xceed Group and to internal suppliers in the amount of €8,802k. Established in London in 2003, Xceed Group is a consultancy Unbilled receivables at the end of the period comprised that specializes in implementing IT transformation programs payments owed by external suppliers in the amount of for major financial services players. Its main services include €28,630k and by internal suppliers in the amount of €6,736k. the planning and delivery of complex IT change programs. REGISTRATION DOCUMENT 2018/19 In accordance with the 17 the with accordance In 2.5.3. 2018/19. fiscal in increases capital on information for 3.1.4 section see Please 2.5.2. Group. Xceed of shareholders by the retained and acquisition the of scope the from excluded was which activity, FIMS the of carve-out the involved operation The 2018. April of as firm by the owned wholly is Group Xceed and (Holdings), Group Xceed of capital share the of 100% acquired Wavestone dimension. international greater a with force, strike stronger a from benefit and dynamic growth anew of part to become opportunity a fantastic is acquisition this teams, Group’s Xceed For markets. these develop to help will and US the and UK the in proposition value Wavestone's enriching in akey role play will Group Xceed 2021. Wavestone plan, strategic the with line in Wavestone This acquisition accelerates the international development of acquisition. the of part not is which Group, Xceed of activity Services) Managed Infrastructure (Flexible FIMS the include not do figures These 20%. over of margin EBITDA adjusted an and 8%, up €15.3m), (approximately £13.3m of revenue consolidated recorded group the 11/30/17), year (ended fiscal last its For London. in located majority vast the York, with New and London in based employees 60 of aheadcount has Group Xceed companies and financial data processors. insurance banks, revenue), serving its of 80% for ( industry services financial the on focuses company The • • • • • of expertise: areas main five has Group Xceed on 07/26/18, Wavestone announced a 4-for-1 split of its share share its of a4-for-1 split announced Wavestone 07/26/18, on combined ordinary and extraordinary shareholders’ Meeting IT sourcing. managing digital transformation; and customizing payment methods; IT infrastructures; enhancing modernizing platforms; banking

Capital increases the 09/04/18 starting change, code ISIN and split share 4-for-1 th th resolution adopted by the adopted resolution itself with a larger number of big players. big of number alarger with itself to position industries of arange across reach and presence Wavestone’s to leverage positioned be will Consulting Metis digitization. chain supply in position adifferentiating out to mark intend they short-term, the In chain. supply European the in position leadership to the them propelling of means a as merger the see Wavestone and Consulting Metis Both year. each 15% above well margin EBITDA an with years, fiscal three past the for trajectory upward asteady on growth revenue kept has It 03/31/18. ended year fiscal last its in revenue in €8.7m reported firm the consultants, 40 some Employing Saint-Gobain. and Monde du L’Oréal, Maisons LVMH, Kering, Darty, Fnac , are key clients its goods; luxury and e-commerce, retail, are markets core Consulting’s Metis underpin them. that technologies the and equipment processes, structures, organizational the of implementation to the definition strategy from operations, chain supply their transform clients helps Consulting Metis Paris, in based and 2007 in Founded 2.5.4. relations. shareholder and strategy market to stock attention close management’s confirming liquidity, improve and investors for affordable more share the to make was move the of purpose The split. the for shareholders Wavestone of part the on required were actions no and incurred were fees No price. share closing day’s trading 1/4 at previous the of owned previously they one every for shares four held shareholders Wavestone 4, September on opened markets when aresult, As €504,912.30. at unchanged was capital share The each. €0.025 at shares new by 20,196,492 replaced were share per €0.10 of value apar for shares 5,049,123 former The unchanged. on the same date. The mnemonic code WAVE remains to FR0013357621 changed was code ISIN share Wavestone The 09/04/18. on session trading the of as effective price, Metis Consulting acquisition Consulting Metis > Management Report • Management Board Report - General Report 01 60 - 61

This deal resulted in Wavestone acquiring 100% of the capital Following these transactions, the concert, now composed of of M3G, which holds 100% of the capital of Metis Consulting, Pascal Imbert, FIH and Michel Dancoisne, holds 48.58% of Metis Consulting HK and Metis (Shanghai) Management Wavestone's share capital (unchanged) and 55.16% of the Consulting. voting rights (compared to 62.03% before the transaction, due to the loss of double voting rights on the shares transferred The acquisition price was €7.6m in enterprise value, with the to FIH). possibility of a further €2.9m, depending on the Company's performance over the next 18 months. Finally, on 03/29/19, FIH, Pascal Imbert, Patrick Hirigoyen, Chief Executive Officer and member of Wavestone's Executive This acquisition was financed entirely in cash, through the use Board, and Michel Dancoisne signed two collective lock-up of credit lines already available to Wavestone from its banking agreements, in accordance with the provisions of Article 787 B partners. of the French General Tax Code, for a period of 2 years (3). One Metis Consulting's partners are fully on board with the merger, of these agreements can be tacitly extended for an indefinite and Jean-Marc Soulier, its CEO, joins Wavestone’s Executive period, until terminated by one of the parties. Under the terms Committee. of these agreements, the signatories collectively undertook to retain 5,453,073 shares, representing 27% of the share Metis Consulting is consolidated in Wavestone’s financial capital and 22.62% of the voting rights (based on Wavestone's statements as of 11/01/18. current share capital and voting rights). 2.5.5. Intra-group reclassification of Wavestone shares For details on the lock-up agreements, see 3.1.5 below. with no impact on control - Conclusion of collective lock-up undertakings on Wavestone shares 2.5.6. Eligibility of Wavestone shares for the PEA-PME plan

Pascal Imbert, Chairman of the Executive Board, informed For the record, Wavestone set up a PEA-PME (a share-based Wavestone of a transaction to reclassify part of his savings plan designed to finance SMEs and mid-tier shareholding, with no impact on control of the Company. companies) in early March 2014, alongside the share-based savings plan (PEA) already in place. On 03/29/19, Pascal Imbert transferred 4,847,158 Wavestone shares, equivalent to 24% of the share capital, to FIH, a family Companies with a staff of less than 5,000 employees, holding company which he controls. The transfer involved revenues of under €1.5bn and a balance sheet total not selling 302,158 shares (1) and contributing 4,545,000 shares exceeding €2bn are eligible for the PEA-PME plan. These to FIH, with Pascal Imbert retaining 941,978 shares directly. eligibility criteria must take into account the fact that the Company may be part of a Group. At the same time, on 03/29/19, Pascal Imbert also donated FIH shares to his children and his wife, part in bare ownership In a press release published on 04/23/19, Wavestone and part in full ownership, with the specification that he confirmed that it complied with all of the PEA-PME eligibility retains the majority of the shares and sole control of FIH. The criteria set out in French application decree no. 2014-283, transaction was performed for the purpose of organizing and dated 03/04/14. managing the succession of Pascal Imbert’s shareholding in Consequently, Wavestone shares remain eligible for Wavestone. incorporation into PEA-PME accounts, which benefit from the At its Meeting of 03/19/19, the French Financial Markets same tax benefits offered by traditional share-based savings Authority, the Autorité des marchés financiers, granted FIH plans (PEAs). and Michel Dancoisne, Chairman of Wavestone’s Supervisory 2.5.7. Free share allocation Board, an exemption (2) from the obligation to file a proposed public offering for Wavestone shares (see paragraph 3.1.3 For details on the free share allocation, see paragraph 3.2 below. below).

(1) At €27.45 per share, the closing price on 03/28/19. (2) AMF document no. 219C0493, 03/20/19. (3) As of the date of registration with the clearing house in the 16th district of Paris. REGISTRATION DOCUMENT 2018/19 None. Disposal of equity holdings None. Cross or reciprocal shareholdings above. 2.5.4 and 2.5.1 to paragraphs refer please details, more For Equity acquisitions and takeovers branches. no has Company the that informed You hereby are Code) Commercial French the of L.232-1-II (art. Branches (2) Five-monthperiodendedon03/31/19,takingintoaccountentrythescopeofconsolidation on11/01/18,changerelativetotheprioryearnotapplicable. (1) IncludingtheconsolidationofXceedon04/01/18,changefromprioryearnotapplicable. * Excludingtheimpactofanyfree-shareplans. Companies (in thousandsof euros) indicated. otherwise unless 03/31/19 ended year fiscal 12-month Information on subsidiaries and equity holdings 2.7. market, home its in leader A firm. consulting management and ESPRIT AG and paricon GmbH, Consulting agens of merger the (from 2011 in Founded staff. professional 1,100 than more with firm consulting German a Q_PERIOR, with partnership a new, non-capital-holding announced Wavestone expansion, international its To further 2.6. Metis ConsultingHKLtd Xceed (2007)Inc Co. Ltd Metis (Shanghai)Management Consulting Metis ConsultingSAS M3G SAS Wavestone ConsultingUKLtd Xceed GroupLtd Wavestone Advisors UKLtd Wavestone Advisors Switzerland Sàrl Wavestone Advisors SAS Wavestone USInc Wavestone Luxembourg SA Wavestone Belgium SA/NV Wavestone Advisors MoroccoSARL Wavestone ConsultingSwitzerland Sàrl Wavestone HKLtd Xceed Group(Holdings)Ltd Subsidiaries andSubsidiaries equity holdings eventsPost-closure (2) (2) (1) (1) (2) Consulting AG), Q_PERIOR is a digital adigital is AG), Q_PERIOR Consulting (2) (1) (1) China Hong Kong France France United States United Kingdom United Kingdom United Kingdom Country United Kingdom Switzerland France United States Luxembourg Belgium Morocco Switzerland Hong Kong Revenues 108,933 10,277 4,094 11,349 7,033 2,568 4,519 industry market segment. the in strengths Wavestone’s boost will and geographies respective their by leveraging opportunities commercial joint to capture firms the allow will partnership The to €195m. 2018 in revenue in growth 10% reported It Canada. and States United the Bosnia-Herzegovina, UK, the Switzerland, to Austria, extends has a substantialQ_PERIOR international footprint that 6,714 1,492 6,717 1,535 295 0 0 0 0 0 growth -45% -23% -22% Real 30% 48% 24% 37% rate 13% n/a n/a n/a n/a n/a n/a n/a n/a 11% growth rate fixed rates -45% -23% -22% Real 48% 34% 19% 31% n/a n/a n/a n/a n/a n/a n/a n/a 11% 11% Operating income* -2,019 -1,257 5,830 1,174 1,158 280 865 398 933 -26 -38 -28 713 39 14 -3 13 margin (%)* Operating -49% -19% -13% 26% 16% 19% 13% 17% n/a n/a n/a n/a n/a 8% 5% 3% 7% > Management Report • Management Board Report - General Report 01 62 - 63

2.8. Research & Development activity On 01/07/16, Wavestone replaced its existing credit lines with a new €120m loan, comprising a credit facility of €95m to The Company carries out R&D activities on a regular basis. finance the acquisition of Kurt Salmon’s European activities, These R&D activities are capitalized only on an exceptional and a €25m credit facility to fund the Company’s working basis. capital requirement and future external growth transactions Some of these activities are eligible for French research tax (€15m had been drawn down for acquisitions at 03/31/19). credits. Wavestone contracted a new €50m credit line on 10/30/18, As such, during the 2018/19 fiscal year, Wavestone benefited earmarked for future external growth transactions under from a research tax credit in respect of 2018 in the amount of identical terms and conditions to the 01/07/16 loan. The €897k. Company drew down €4.6m of this new credit line at 03/31/19.

2.9. Debt and dividend policy

Wavestone is a growth company and we reinvest the bulk of our earnings to fund further development. Our policy is to pay out 15% of Group share of net income in dividends, while reserving the right to change this percentage in line with our funding needs, cash generation and industry norms.

Dividends paid in the past three fiscal years:

Portion of dividend Number of shares Dividend paid eligible for 40% Fiscal year receiving dividends(1) per share (2) deduction (3) 03/31/18 5,004,501 €0.81 100% 03/31/17 4,929,431 €0.61 100% 03/31/16 4,912,936 €0.41 100% (1) The Company’s treasury shares are not eligible for the dividend. This is the number of shares before the 4-for-1 split of the nominal value of the share. (2) Before deduction of and social charges. (3) The Company did not distribute any income eligible for deduction.

REGISTRATION DOCUMENT 2018/19 Total exercisablevotingrights:(1)+(2)–(3)=26,538,515. Total sharesintreasury:249,083(3). Total theoreticalvotingrights:(1)+(2)=26,787,598. Total bearershareswithsinglevotingrights:20,196,492-11,926,144=8,270,348(2). Total shareswithvotingrights:20,196,492. Total votingrightsattachedtoregisteredshares:18,517,250(1)for11,926,144shares. (3) PascalImbertretainsthemajorityofsharesandexclusivecontrolFIH. number ofshareswithexercisablevotingrights,butdoesnotincludenorights. Free float 03/31/19: at shareholders Wavestone of asnapshot gives below table The rights voting and capital share the of Breakdown rights at 03/31/19. at rights voting exercisable the of 55.68% and capital Company’s the of 48.58% own jointly shareholders two these concert, in Acting Board. Supervisory the of Chairman the Dancoisne, by Michel 19.92% and Board, Management the of Chairman the Imbert, by Pascal directly held are shares Wavestone’s of 28.66% date. that on shareholders by private 40% and funds by institutional held were shares the of 60% approximately 03/31/19, on shares bearer and registered identifiable of to areview According (1) Total Treasury stock Employees Chavelas Delphine shares Company of Executives andcorporate officers shareholders 3.1.1. 3.1. 3. voting Pascal Subtotal (2) shares, includingthosewithnovotingrights. Michel Dancoisne Michel Hirigoyen Patrick officers corporate and directors Other shareholders with more than 5% 5% than more with shareholders Pascal Imbert) of Imbert Pascal (family FIH In In accordance Share capital and shareholding structure accordance

Information concerning the share capital rights. Breakdown of the share capital share the of Breakdown In addition, holding company company holding with with

Imbert Article AMF under (3) position-recommendation 11 of Article the Company’s 223-11

of the Articles General no.

2014-14, of Regulation Association, 20,196,492 9,942,433 4,022,688 1,228,400 1,228,400 the 4,847,158 of shares 5,789,136 7,144,741 1,631,835 249,083 Number 941,978 90,953 39,656 total of holders the number AMF,

of

of fully the % capital voting 100.00% 24.00% 49.23% total 35.38% 28.66% paid-up 19.92% 6.08% 0.20% 8.08% 0.45% 6.08% 4.66% 1.23% Managing Director of Wavestone. of Director Managing and Board Management the of amember is Hirigoyen Patrick rights. voting and/or capital share Wavestone’s of more or 5% owns shareholder other no knowledge, Company’s the of To best the capital. share the of 6.08% owns Chavelas Delphine Mrs. that shows also 03/31/19 on shares bearer identifiable of analysis The rights number shares that Theoretical 26,787,598 of 15,018,232 8,045,376 1,746,800 1,746,800 7,574,071 4,847,158 1,883,956 can 2,199,412 registered theoretical 249,083 6,731,114 167,842 73,900 voting be rights exercised in voting their at theoretical own rights General 100.00% rights 56.06% 30.03% 28.27% 18.09% name voting 25.13% 0.93% 0.63% 0.28% 7.03% 6.52% 6.52% 8.21% is % of calculated Meetings for (1)

more Exercisable is 26,538,515 on 15,018,232 than 8,045,376 1,746,800 calculated 1,746,800 7,574,071 4,847,158 1,883,956 2,199,412 6,731,114 the 167,842 voting 73,900 rights two basis years on 0 of

the the are basis exercisable total granted 100.00% of rights number 56.59% 28.54% 30.32% 25.36% 18.26% 0.00% voting 0.63% 6.58% the 0.28% 8.29% 6.58% 7.10% double % of total (2) of

> Management Report • Management Board Report - General Report 01 64 - 65

Other executive directors and corporate officers include Management Board and a Supervisory Board. The presence Marie-Ange Verdickt (Vice-Chairman), Jean-François Perret, of independent directors on the Supervisory Board ensures Sarah Lamigeon, Rafaël Vivier and Benjamin Clément that it carries out its supervisory function and represents (members of the Supervisory Board). Note that Marie-Ange Company shareholders. Every year, the work of the Verdickt is also the Chairman of the Audit Committee and that Supervisory Board includes reviewing strategy, annual action Rafaël Vivier is Chairman of the Compensation Committee. plans and budgets, as well as internal control procedures. The Supervisory Board also conducts a self-assessment survey to Wavestone is controlled by its two founding shareholders. We evaluate its work, and reviews the independent director status are committed to strict corporate governance principles and of the members. have adopted a two-tier corporate structure with a

The table below details the Company's shareholders for the past three years:

03/31/19 (3) 04/05/18 (3) 03/31/17 (3) % of % of % of % of % of % of theoretical exercisable theoretical exercisable theoretical exercisable Number voting voting Number voting voting Number voting voting shareholders of shares (1) % capital rights rights of shares rights rights of shares rights rights Executive directors and corporate officers (1) (2) 9,942,433 49.23% 56.06% 56.59% 2,489,339 63.71% 64.02% 2,488,561 63.63% 64.15% Pascal Imbert 941,978 4.66% 7.03% 7.10% 1,447,284 37.06% 37.24% 1,447,284 37.08% 37.38% FIH (family holding company of Pascal Imbert 4,847,158 24.00% 18.09% 18.26% 0 0.00% 0.00% 0 0.00% 0.00% Subtotal P. Imbert 5,789,136 28.66% 25.13% 25.36% 1,447,284 37.06% 37.24% 1,447,284 37.08% 37.38% Michel Dancoisne 4,022,688 19.92% 30.03% 30.32% 1,005,672 25.75% 25.88% 1,005,672 25.76% 25.97% Patrick Hirigoyen 90,953 0.45% 0.63% 0.63% 24,338 0.62% 0.62% 24,256 0.62% 0.62% Other executive directors and corporate officers 39,656 0.20% 0.28% 0.28% 12,045 0.27% 0.27% 11,349 0.17% 0.17% shareholders owning more than 5% of the capital 1,228,400 6.08% 6.52% 6.58% 307,100 5.59% 5.62% 349,600 6.14% 6.19% Delphine Chavelas 1,228,400 6.08% 6.52% 6.58% 307,100 5.59% 5.62% 349,600 6.14% 6.19% Employees (4) 1,631,835 8.08% 8.21% 8.29% 296,471 5.30% 5.32% 255,988 4.57% 4.61% Treasury stock 249,083 1.23% 0.93% 0.00% 37,551 0.48% 0.00% 62,947 0.81% 0.00% Free float 7,144,741 35.38% 28.27% 28.54% 1,836,421 24.92% 25.04% 1,809,786 24.85% 25.06% Total 20,196,492 100.00% 100.00% 100.00% 4,966,882 100.00% 100.00% 4,966,882 100.00% 100.00%

(1) For the record, a 4-for-1 stock split took place on 09/04/18 (see 2.5.3). (2) Messrs Dancoisne and Imbert act in concert. (3) Under Article 223-11 of the General Regulation of the AMF, the total number of theoretical voting rights is calculated on the basis of the total number of shares, including those with no voting rights. In accordance with AMF position-recommendation no. 2014-14, the total number of voting rights that can be exercised at General Meetings is calculated on the basis of the total number of shares with exercisable voting rights, but does not include shares with no voting rights. (4) In accordance with Article 17 of the General Regulation of the AMF, as amended on 12/17/13, an employee subtotal was added as of 03/31/14. This employee subtotal was maintained during the fiscal year ended 03/31/19, in accordance with AMF position-recommendation no. 2014-14.

There were no significant disposals of shares by corporate officers as at 03/31/19.

To recap, Pascal Imbert completed an intra-group reclassification that had no impact on control of the Company (see 2.5.5). REGISTRATION DOCUMENT 2018/19 At its meeting of 03/19/19, the the 03/19/19, of meeting At its FIH. for 234-9(7) Article of basis the on and Dancoisne Michel for Regulation General the of 234-9(6) Article of basis the on shares, for Wavestone offering public proposed this to file the Company. of rights voting the of 25.53% and capital share the of 19.96% i.e. rights, voting 2,011,344 representing shares Wavestone 1,005,672 date, that on held, and Wavestone of capital share the of 20% of threshold the below crossed individually had he 07/06/18 on that regularization, of purposes the for declared, Dancoisne Mr. Michel 07/23/18, on received letter By by 4): value par the dividing (before crossing Threshold 3.1.2. des marchés financiers marchés des by Pascal Imbert, arose from a transfer of Wavestone shares shares Wavestone of atransfer from arose Imbert, by Pascal controlled by FIH, Wavestone of rights voting and capital share the of 30% of thresholds the crossing that first Considering would alter the shareholder structure. which shares, for Wavestone offering public proposed a file to obligation the from exempted to be request the reviewed Accordingly, Michel Dancoisne and FIH applied to the to the applied FIH and Dancoisne Michel Accordingly, AMF. the of Regulation General the of 234-2 Article with accordance in capital, Company’s to the access giving securities equity of all Wavestone’s for offering public proposed a to file obligation an under parties the of each Wavestone’s voting rights. These threshold crossings placed of 30% of threshold the above crossed individually Dancoisne Michel (ii) and, rights voting and capital share Wavestone’s of 30% of thresholds the above crossed FIH (i) above, 2.5.5 in detailed reclassification intra-group the After AMF) the of Regulation General the of 234-10 and 234-9(7) 234-9(6), 234-8, (Articles shares for Wavestone offering public proposed a file to obligation the from Derogation 3.1.3. Total concert Michel Dancoisne Pascal Imbert

Threshold crossings Threshold Derogations for an exemption from the obligation obligation the from exemption an for Autorité des marchés financiers marchés des Autorité 2,452,956 1,005,672 1,447,284 Autorité Autorité of shares Number Number

financiers the voting rights of the Company, distributed as follows: as distributed Company, the of rights voting the of 62.26% and capital share the of 48.69% i.e. rights, voting 4,905,912 representing shares Wavestone 2,452,956 date, this on holds, and threshold any cross not did Dancoisne Michel and Imbert by Pascal formed concert the occasion, this On the Company’s capital. comprising shares of number the altered breach threshold This granted during the fiscal year ended 03/31/09. 03/31/09. ended year fiscal the during granted options stock of exercise the through shares new 16,220 of 05/26/09 on creation the was transaction capital previous The above). 2.5.3 See split. 4-for-1 share the after shares (44,132 shares to 11,033 equating by €1,103.30, capital share the increased 07/20/18 and on meeting its during Board Management by the decided was increase capital second The above). 2.5.3 See split. 4-for-1 share the after shares (284,832 shares to 71,208 equating by €7,120.80, capital share the increased and 06/26/18 on meeting its during increase capital first the on decision the took Board Management The below). (see 3.2 to maturity came that plans shareholding employee of terms the under shares new to issue increases capital two transacted Company the 2018/19, fiscal During 3.1.4. respectively. Regulation, General (6) the of and 234-9(7) Article held a majority of the voting rights, the the rights, voting the of amajority held transactions, proposed to the prior which, agreement, concert the of context the in arose Dancoisne by Michel Wavestone of rights voting the of 30% of threshold the crossing that secondly and Wavestone, of control on impact no with group same the of persons between areclassification of category the into falls which controls, he which to FIH, Imbert by Pascal

Change in share capital share in Change % capital granted the requested exemptions, on the basis of of basis the on exemptions, requested the granted 48.69 28.73 19.96 Voting rights 2,894,568 4,905,912 2,011,344 Autorité des marchés marchés des Autorité % voting rights % 62.26 36.74 25.53 > Management Report • Management Board Report - General Report 01 66 - 67

3.1.5. Collective lock-up undertakings All of these collective lock-up undertakings were signed by Mrs. Delphine Chavelas, who holds more than 5% of During the past fiscal year ended 03/31/19, Wavestone was Wavestone’s share capital and by the following members of informed of two collective lock-up undertakings relating to the Company’s Supervisory and Management Boards: the Company’s securities. • Mr. Michel Dancoisne, Chairman of the Supervisory Board; On 03/29/19, FIH, Pascal Imbert, Patrick Hirigoyen, Chief • Mr. Pascal Imbert, Chairman of the Management Board. Executive Officer and member of Wavestone's Executive For the record, the collective lock-up undertakings (pursuant Board, and Michel Dancoisne signed two collective lock-up to Article 787 B and Article 885 I Bis of the French General agreements, in accordance with the provisions of Article 787 B Tax Code) concluded on 12/18/10 become null and void on of the French General Tax Code, for a period of 2 years. One 03/29/17 and were replaced by two collective lock-up of these agreements can be tacitly extended for an indefinite undertakings concluded on 12/21/16, signed by the same period, until terminated by one of the parties. Under the terms signatories, i.e. Mrs. Delphine Chavelas and Messrs. Michel of these agreements, the signatories collectively undertook Dancoisne and Pascal Imbert. to retain 5,453,073 shares representing 27% of the share capital and 22.62% of the voting rights (based on Wavestone's One of the undertakings was terminated on 05/13/17 and the share capital and voting rights at 03/29/19). other, which concerns some 4,931,128 shares, remains in effect. It is recalled that over the past few fiscal years, a number of collective lock-up undertakings relating to Wavestone's 3.1.6. Trends in the Wavestone share-price performance securities were entered into as follows: The Wavestone share price was €34.30 on 04/03/18 at the Collective lock-up undertaking IV. On 01/11/17, certain beginning of the fiscal year and €27.85 on 03/29/19, a decline shareholders concluded a collective lock-up undertaking in of 19%. accordance with Article 885 I Bis of the French General Tax All share prices mentioned in this document are the prices at Code for a period of two years as of 01/12/17, the date of closing on the trading days in question. registration with the clearing house in the 16th district of Paris. Thereafter, it will be automatically renewed for an 3.1.7. Treasury stock: share buyback program undetermined period, unless notice of termination is given. In compliance with the authorizations mentioned in paragraph The signatories of this lock-up undertaking commit to holding 4.1.7 “Share buyback program” of this report, Wavestone the 4,172,400 shares of the Company. bought back its own shares on the open market under the Collective lock-up undertaking V. On 01/11/17, certain conditions laid down by law and within the context of the shareholders concluded a collective lock-up undertaking in share buyback program implemented by the Company. This accordance with Article 885 I Bis of the French General Tax program is described in full in the Registration Document filed Code for a period of two years as of 01/12/17, the date of on 07/13/18 with the AMF under number D.18-0681 pursuant registration with the clearing house in the 16th district of Paris. to Article 241-2 of the General Regulations of the AMF. Thereafter, it will be automatically renewed for an As required under Article L.225-211 of the French Commercial undetermined period, unless notice of termination is given. Code, all related elements and information at end-March 2019 The signatories of this lock-up undertaking commit to holding are disclosed in the notes to the Company’s financial 4,305,200 shares of the Company. statements and summarized in paragraph 4.1.7: “Share Collective lock-up undertaking VI. On 01/11/17, certain buyback program”. shareholders concluded a collective lock-up undertaking in Wavestone’s treasury stock is limited to the shares bought accordance with Article 787 B of the French General Tax Code back within the context of its buyback program. for a period of two years as of 01/12/17, the date of registration with the clearing house in the 16th district of Paris. Thereafter, More details are provided in paragraph 4.1.7 of the it will be automatically renewed for an undetermined period, “Management Board Report – General Report”. unless notice of termination is given. The signatories of this lock-up undertaking commit to holding 4,512,840 shares of the Company. REGISTRATION DOCUMENT 2018/19 buyback program. ashare during Company by the acquired previously were 10” no. Plan Director “Executive the under granted shares The period. vesting the of end the at SA Wavestone of employees executive senior to five granted were shares 52,640 plan, the of conditions the with accordance In shares. 52,640 of to amaximum limited was granted shares of number initial The 07/01/18. on expired which months, (36) thirty-six was plan this for period vesting The 10”. no. Plan Director “Executive to as referred is plan This shares. free future or existing to allot aplan implemented and 09/25/13 of Meeting shareholders’ extraordinary and ordinary combined by the granted authorization the exercised Board Management the 07/01/15, on record, the For 10” no. Plan Director “Executive plan: 07/01/15 the under shares of granting Definitive following free shares: the granted year, Wavestone fiscal 2018/19 the During 2.5.3). (see split 4-for-1 share the of account takes below given shares of number the position, current the with To comparison allow plans. share free several had group Wavestone the 2019, At end-March plan share Free Group. the within up set been has agreement profit-sharing employee No Employee profit-sharing shares. Wavestone in invested fund mutual company date) a that in at capital share the of to 2.53% (equivalent shares Wavestone 511,241 owned Code, Commercial French the of L.225-180 Article of meaning the under companies related and/or company Wavestone the of employees former and current the 03/31/19, on that, you inform we hereby Code, Commercial French the of L.225-102 Article with accordance In Status of employee shareholding 3.2. Employee shareholding newly created by the Company. Company. by the created newly shares are 11” no. Plan “Employees under delivered shares The period. vesting the of end the at employees to 660 granted were shares 44,132 plan, the of conditions the with accordance In shares. 55,488 of to amaximum limited was granted shares of number initial The 07/20/18. on expired and (24) months twenty-four of period avesting had plan This 11”. no. Plan “Employee to as referred is plan This plan. savings employee Group’s the under by them chosen option the with accordance in employees, Wavestone for reserved shares free future or existing to allot aplan implemented 07/20/16 and of Meeting shareholders’ extraordinary and ordinary combined by the granted authorization the exercised Board Management the 07/20/16, on record, the For 11” no. Plan “Employee plan: 07/20/16 the under shares of granting Definitive plan is referred to as the “OneFirm - France Plan”. -France “OneFirm the to as referred is plan This shares. free future or existing to allot aplan implemented and 07/22/15 of Meeting shareholders’ extraordinary and ordinary combined by the granted authorization the exercised Board Management the 01/28/16, on record, the For Plan” -France “OneFirm plan: 01/28/16 the under shares of granting Definitive buyback program. ashare during Company by the acquired previously were Plan” -Switzerland “OneFirm the under granted shares The period. vesting the of end the at Switzerland Advisors Wavestone of employees executive to 3 senior granted 2) were tranche of respect (in shares 5,880 plan, the of conditions the with accordance In beneficiaries. three for shares 8,832 of maximum a for 2) was 1 and tranches (under allocation initial The 06/28/18. on ended entities) Swiss - Switzerland Plan” (concerning beneficiaries belonging to “OneFirm the of tranches second the for period vesting The Plan”. -Switzerland “OneFirm the to as referred is plan This shares. free future or existing to allot aplan implemented and 07/22/15 of Meeting shareholders’ extraordinary and ordinary combined by the granted authorization the exercised Board Management the 01/28/16, on record, the For Plan” -Switzerland “OneFirm plan: 01/28/16 the under shares of granting Definitive

> Management Report • Management Board Report - General Report 01 68 - 69

The vesting period for this plan expired on 06/28/18. Definitive granting of shares under the 01/28/16 plan: “OneFirm - Belgium Plan” The initial number of shares granted was limited to a maximum of 359,168 shares for 122 beneficiaries. In accordance with the For the record, on 01/28/16, the Management Board exercised conditions of the plan, 284,832 shares were granted to 101 the authorization granted by the combined ordinary and senior executive employees of Wavestone SA and Advisors at extraordinary shareholders’ Meeting of 07/22/15 and the end of the vesting period. implemented a plan to allot existing or future free shares. This plan is referred to as the “OneFirm - Belgium Plan”. The shares delivered under the “OneFirm - France Plan” are shares newly created by the Company. The vesting period for this plan expired on 06/28/18.

Definitive granting of shares under the 01/28/16 plan: The initial number of shares granted was limited to a maximum “OneFirm - US Plan” of 2,944 shares for 1 beneficiary. No shares vested the end of the vesting period under the plan conditions. For the record, on 01/28/16, the Management Board exercised the authorization granted by the combined ordinary and Definitive granting of shares under the 01/28/16 plan: extraordinary shareholders’ Meeting of 07/22/15 and “OneFirm - Luxembourg Plan” implemented a plan to allot existing or future free shares. This For the record, on 01/28/16, the Management Board exercised plan is referred to as the “OneFirm - US Plan”. the authorization granted by the combined ordinary and The vesting period for this plan expired on 06/28/18. extraordinary shareholders’ Meeting of 07/22/15 and implemented a plan to allot stock options on existing or future The initial number of shares granted was limited to a maximum shares. This plan is referred to as the “OneFirm - Luxembourg of 20,608 shares for 7 beneficiaries. In accordance with the Plan”. conditions of the plan, 9,592 shares were granted to 6 senior executive employees of Wavestone US at the end of the The vesting period for this plan expired on 06/28/18. vesting period. The initial number of options granted was limited to a The shares granted under the “OneFirm - US Plan” were maximum of 41,216 stock options for 14 beneficiaries. In previously acquired by the Company during a share buyback accordance with the conditions of the plan, 39,256 stock program. options were granted to 14 senior executive employees of Wavestone Luxembourg at the end of the vesting period. Definitive granting of shares under the 01/28/16 plan: “OneFirm - UK Plan” The options granted under the “OneFirm - Luxembourg” plan became exercisable of 06/29/18. For the record, on 01/28/16, the Management Board exercised the authorization granted by the combined ordinary and Initial granting of shares under the 07/02/18 plan: extraordinary shareholders’ Meeting of 07/22/15 and “Employee Plan no. 13” implemented a plan to allot existing or future free shares. This On 07/02/18, the Management Board partially used the plan is referred to as the “OneFirm - UK Plan”. authorization granted to it under the 9th resolution of the The vesting period for this plan expired on 06/28/18. combined ordinary and extraordinary shareholders’ Meeting of 07/20/16, and implemented a free share plan – “Employee The initial number of shares granted was limited to a maximum Plan no. 13”–, within the context of the Group’s employee of 11,776 shares for 4 beneficiaries. In accordance with the savings plan. “Employee Plan no. 13” is reserved for Wavestone conditions of the plan, 6,872 shares were granted to 3 senior employees in accordance with the option they had chosen executive employees of Wavestone UK at the end of the within the context of the Group’s employee savings plan. vesting period. Note that, at the initial grant date, there were 1,464 employee The shares granted under the “OneFirm - UK Plan” were beneficiaries and the number of shares to be awarded was previously acquired by the Company during a share buyback 83,000, subject to their definitive granting at the end of the program. 24-month vesting period on 07/02/20. REGISTRATION DOCUMENT 2018/19 are eligible for a dividend. adividend. for eligible are 19,947,409 shares 03/31/19, on register shareholder the on Based share. per €0.23 of a dividend to voteYou to approve asked are €31,537,512. of year the for profit anet showing to you, presented as 03/31/19, ended year fiscal the for notes and statement income sheet, balance the comprising statements, financial annual Wavestone’s to approve you asks Board Your Management Individual financial statements (Resolutions and1 3) 4.1.1. 4.1. 4. 9 the to under it granted authorization the used partially Board Management the 07/02/18, On 13” no. Plan People “Key plan: 07/02/18 the under shares of granting Initial with employee shareholder voting. voting. shareholder employee with to ensure that representatives of management do not interfere independent of Management. As such, Wavestone undertakes truly remain votes employee plan, savings employee the of context the within that, to ensure strives also Wavestone capital. Company’s the in share a take to staff encourage to ago years of anumber plan savings employee an up set and shareholders employee values Board Your Management shareholder voting Principle of non-interference by management in employee 07/02/21. of as period vesting 36-month the of end the at granting definitive their to subject beneficiaries, employee to 21 shares 71,036 allocated Wavestone date, grant initial the at that, Note beneficiary of this plan. Hirigoyen, member of the Management Board, is also a recommendation of the Compensation Committee. Mr. Patrick the on Board Management by the such as designated people, key firm’s the concerns plan The 13”. no. Plan People “Key – plan share afree implemented and 07/20/16, of Meeting of the combined ordinary and extraordinary shareholders’ extraordinary shareholders’ Meeting and ordinary 07/25/19 combined the to Board Management by the submitted Proposals

Ordinary annual General Meeting resolutions financial statements - Appropriation of earnings earnings of Appropriation - statements financial consolidated and individual the of Approval th and 10

th th resolutions last five fiscal years is attached to this report. report. this to attached is years fiscal five last the over income financial Company’s the presenting A table €6,670. of charge atax for making to €19,371, amounted Code this of 39-4 Article in defined as expenses non-deductible Tax Code, General French the of 223.4 to Article Pursuant policy”. dividend and “Debt 2.9 in above given are years fiscal three past the in Company by the distributed dividends of Details relevant. as account”, earnings “Retained to the charged or credited be shall difference this of because paid to be or paid not dividends of amount the to corresponding difference subsequent the changed, has dividends to receive eligible not are that shares treasury Company of number the date, payout dividend the on If, France. in residents tax are who individuals for Tax Code General French the of 158-3.2 Article to in referred reduction 40% the for eligible is dividend the selected, is option this If scale. tax progressive the for opted expressly has taxpayer the unless applicable, is tax The 12.8%. of arate at Tax Code General French the of 200 A Article to according tax flat-rate to asingle subject is dividend this residents, tax French For 08/02/19. of as cash in paid be will dividend The Total earnings distributable and to be distributed Appropriation to retained earnings account Profit reserve Legal follows: as allocated is 03/31/19 ended year the for Profit profit. net of share Group's the of 15% of ratio to payout equates which to €4,587,904, dividend total the brings This consolidated net income for the year of €30,769,799. of year the for income net consolidated showing to you, presented as 03/31/19, ended year fiscal the for statements financial consolidated Wavestone’s to vote you to approve asks Board Your Management Consolidated financial statements (Resolution 2) €26,948,786

€4,587,904 €31,537,512 €822 > Management Report • Management Board Report - General Report 01 70 - 71

4.1.2. Related-party agreements and commitments The grounds for proposing the appointment of Mr. Christophe (4th resolution) Aulnette as a member of the Supervisory Board are: • his strong track record in the development of international Pursuant to Articles L.225-86, L.225-79-1 and L.225-90-1 of technology companies; the French Commercial Code, you are asked to: • his experience in company transformation in a globalized 1/ acknowledge that no new agreements and commitments environment. were authorized, concluded or entered into during the fiscal Mr. Christophe Aulnette has indicated his acceptance of the year ended 03/31/19; appointment in advance and confirmed that there are no 2/ acknowledge the information relating to the previously obstacles or measures that could preclude from performing approved agreement and which continued in effect during the the duties of this office. fiscal year ended 03/31/19; 4.1.4. Statutory Auditors’ engagements 3/ acknowledge the absence of any prior related-party (8th and 9th resolutions) commitments entered into by the Company. In the 8th resolution, your Management Board proposes that Note that, in accordance with Article L.225-88-1 of the French you acknowledge that the term of office of Deloitte & Associés Commercial Code, the Supervisory Board is required to as Statutory Auditors has expired and asks you to appoint scrutinize all regulated agreements and decide whether or not Auditeurs et Conseils Associés as Statutory Auditors for a it should continue to authorize them. term of six fiscal years, i.e. until the ordinary General Meeting called to approve the financial statements for the financial Pursuant to Article R.225-57 of the French Commercial Code, year ending 03/31/25. your Statutory Auditors were duly advised of the related- party agreements cited in paragraph 2/ above and which they In the 9th resolution, your Management Board proposes that describe in their special report. you acknowledge that the term of office of BEAS as substitute Statutory Auditors has expired and asks you to appoint 4.1.3. Appointments and re-appointments to the Pimpaneau &Auditeurs et Conseils Associés as substitute Supervisory Board (5th, 6th and 7th resolutions) Statutory Auditors for a term of six fiscal years, i.e. until the In the 5th resolution, the Management Board seeks your ordinary General Meeting called to approve the financial approval to renew Mr. Rafaël Vivier’s appointment as a statements for the financial year ending 03/31/25. member of the Supervisory Board for the statutory term of 4.1.5. Approval of implementation of compensation policy four years, until the close of the ordinary General Meeting in respect of the 2018/19 fiscal year called to approve the financial statements for the fiscal year (10th, 11th and 12th resolutions) ending 03/31/23. Under the terms of the 11th, 12th and 13th resolutions, the General In the 6th resolution, the Management Board seeks your Meeting of shareholders on 07/26/18 approved the approval to renew Mrs. Sarah Lamigeon’s appointment as a compensation policy for the members of the Management member of the Supervisory Board for the statutory term of Board and the Supervisory Board (in an ex-ante vote). four years, until the close of the ordinary General Meeting called to approve the financial statements for the fiscal year In accordance with Article L.225-100 of the French ending 03/31/23. Commercial Code, you are asked to vote on the fixed, variable and exceptional components of total compensation and The 7th resolution asks you to point Mr. Christophe Aulnette’s benefits-in-kind paid or allocated to the Chairman of the to the Supervisory Board for the statutory term of four years, Supervisory Board and to the members of the Management until the close of the ordinary General Meeting called to Board in respect of 2018/19 (in an ex-post vote). approve the financial statements for the fiscal year ending 03/31/23. Your Supervisory Board is proposing three resolutions to fulfill this requirement, for the Chairman of the Management Board In accordance with Articles L.225-115-3 and R.225-83-5 of the (10th resolution), for the second member of the Management French Commercial Code, you will find information about Board and the CEO (11th resolution) and for the Chairman of Mr. Christophe Aulnette in section 1.2.2 of the Corporate the Supervisory Board (12th resolution), respectively. governance report. REGISTRATION DOCUMENT 2018/19 Supervisory Board (15 second member of the Management Board and COO compensation and benefits-in-kind due or allocated to (14 4.1.6. report. governance Corporate the of 2.3.1 section in governance corporate on report Board's Supervisory the in out set are year fiscal 2018/19 the for Board Supervisory the of Chairman the and Board Management the of to members granted or paid benefits-in-kind and compensation the of Details 03/31/19. ended year fiscal the of respect in Board, Supervisory the of Chairman Dancoisne, Mr. Michel 10 The Meeting. General annual by the same of approval the requires Board Supervisory the of Chairman to the and Board Management the of members to the ended just year fiscal the of respect in compensation exceptional relevant, where and variable, of payment Code, Commercial French the of L.225-82-2 Article of provisions to the Pursuant Chairman of the Management Board (13 Board Management the of Chairman the concerning resolutions three submits Board Supervisory year, the previous the with keeping in and this, of light In on the recommendation of the Compensation Committee. Board, Supervisory by the approved policy compensation the constitute criteria and ex-ante vote). principles an (in These ayear once least at Meeting General annual avote the of for aresolution in submitted are Board Management the of and Board Supervisory the of members to the allocated in-kind exceptional components of total compensation and benefits- and variable fixed, the allocate and distribute determine, to used criteria and principles the Code, Commercial French the of L.225-82-2 Article with accordance In The 12 The 03/31/19. ended year fiscal the of respect in CEO, and Board Management the of member Hirigoyen, to Mr. Patrick and Board, Management the of Chairman Imbert, Mr. Pascal to allocated or paid benefits-in-kind and compensation of compensation will be based on the previous year’s. previous the on based be will compensation Meeting, General by the approved not are resolutions these If th th resolution), and the Chairman and members of the of members and Chairman the and resolution),

th th th respect of the 2019/20 fiscal year year fiscal 2019/20 the of respect determining compensation of corporate officers in for criteria and principles the of Approval (13 and 11 and resolution asks you to approve the components of components the to you approve asks resolution th , 14 th th th resolutions ask you to approve the components components the to approve you ask resolutions and 15 and th th th resolution). resolutions)

th th resolution), the

Under the 15 the Under CEO. and Board Management the of member Hirigoyen, Mr. Patrick and Board, Management the of Chairman and criteria applicable to compensation for Mr. Pascal Imbert, under the 15 the under Board, Management the authorized 07/26/18 on Meeting The combined ordinary and extraordinary shareholders’ program buyback share Current • follows: as were year fiscal 2018/19 the during other the after one launched programs two to the pertaining features key the 03/31/19, at that, you by law, we inform required As 07/27/17. on Meeting shareholders’ extraordinary and ordinary combined by your authorized plan buyback share previous the from on followed program This regulations. and law the with accordance in program, 4.1.7. report. governance Corporate the of 2.3.2 section in report this in given Company’s Supervisory Board members and the Chairman is the of compensation of breakdown detailed A more • • The 13 The Code. Commercial French the of L.225-100 Article under specified conditions the with accordance in 2020, in held to be Meeting General by the to approval subject is relevant, the exceptional component of 2019/20 compensation where and variable, the of 2020 in payment the that Note giving an average purchase price of €36.90 per share; per €36.90 of price purchase average an giving €17,328,298.11, of cost acquisition atotal at period the during purchased were split) 4-for-1 share the (after shares 469,659 corporate governance. on report Board’s Supervisory the in presented as amount, variable and afixed into down broken compensation, Board. The Supervisory Board members may receive Supervisory the of members to year fiscal 2019/20 the for compensation (formerly attendance fees) to be awarded to the applicable criteria and principles the as well as Supervisory Board; the of Chairman as role his in Dancoisne Mr. Michel for to compensation applicable criteria and principles the

th Share buyback program (16 program buyback Share and 14 th th th th resolution, you are asked to approve: asked are you resolution, resolution, to carry out a new share buyback buyback share anew out to carry resolution, th th resolutions ask you to approve the principles principles the to approve you ask resolutions th resolution) > Management Report • Management Board Report - General Report 01 72 - 73

• 264,888 treasury shares (after the 4-for-1 share split) were • 249,083 treasury shares were on the balance sheet at sold during the period at a total sale price of €9,258,753.04, 03/31/19 for a total market value of €6,936,961.55, giving an average selling price of €34.95 per share; calculated at the closing price of €27.85 on 03/31/19; their • trading fees incurred by the Company totaled €24,927.73 nominal value was €0.025 per share. in fiscal 2018/19; Treasury shares represented 1.23% of the Company’s total • 108,312 free shares (after the 4-for-1 share split) were share capital. granted to employees during the period, worth €1,792,711.94 measured at acquisition cost, giving an average selling price of €16.55 per share;

The table below summarizes the objectives of the share buyback program:

Exercise of rights Shares granted to attached to Total (market) External growth employees securities Situation at 03/31/18 7,345 0 30,811 0 Situation at 03/31/18 after the 4-for-1 29,380 0 123,244 0 stock split Purchases 254,875 0 214,784 0 Sales (264,888) 0 (108,312) 0 Reallocations 0 0 0 0 Redemptions 0 0 0 0 Situation at 03/31/19 19,367 0 229,716 0 Gross carrying value (1) (€) 539,371 0 8,603,429 0 % of share capital at 03/31/19 0.10% 0.00% 1.14% 0

(1) The gross book value of shares is calculated based on acquisition cost for grants to employees and at the closing price for market liquidity transactions.

New share buyback program proposal • to cancel all or some of the shares purchased to reduce the share capital, within the context of, and subject to a valid Your Management Board asks you to grant a new authorization authorization granted by the extraordinary General in principle, based on the main conditions described below. Meeting; The key features of the new program are as follows: • to implement all market practices and objectives permitted Objectives by law or current regulations or by the AMF concerning • to promote the market for the Company’s share and boost share buyback programs and, more generally, to carry out liquidity, under a liquidity contract with an independent all operations that comply with the regulations in force with investment services provider, in accordance with an ethics regard to these programs. charter recognized by the AMF; Limit • to honor obligations related to the issue of shares and other securities giving access to the Company’s share capital; 10% of the share capital minus treasury shares currently held. • to allot or sell shares to employees and/or corporate Financial terms of purchase officers of the Company or of companies within the group, in accordance with the terms and conditions set by law, Maximum purchase price per share: €70 (excluding expenses) especially in respect of profit-sharing, share ownership for transactions to promote the market for the Wavestone plans, Company and inter-company savings plans, and for share and boost liquidity, and €52 (excluding expenses) in the purposes of for the purposes of implementing and other cases. satisfying stock option and free share plans; REGISTRATION DOCUMENT 2018/19 securities giving access to equity securities to be issued, issued, to be securities to equity access giving securities and/or securities debt of allotment to the right the conferring or capital share Company's to the access giving securities or shares ordinary to issue Board Management the c) authorize maintaining shareholders’ preferential subscription rights; issued, to be securities to equity access giving securities and/or securities debt of allotment to the right the conferring or capital share Company's to the access giving securities or shares ordinary to issue Board Management the b) authorize shares; by canceling capital share the to reduce Board Management the a) authorize to: You asked are Meeting. extraordinary the in approval your for submitted are points following The 4.2. Document. Registration 2018/19 the in given are program buyback share this of Details during such periods. Board by the used be not will program buyback share new the Therefore, offerings. public of periods during suspended be will 07/25/19 on Meeting shareholders’ extraordinary and ordinary combined by the granted to be program buyback share the concerning authorization proposed the Accordingly, during such periods. neutrality Board Management of principal to the adhering to commitment its confirmed nonetheless has Wavestone offers. public of periods during Meeting General by annual granted nature) afinancial of (notably authorizations of use during public offering periods,Management can now make Board the of neutrality of duty the eliminates that 03/29/14 on Law Florange the of adoption the since record, the For Public offering authorization. new by the interruption, without program, and authorization previous the replace and to cancel asked be will 07/25/19 on Meeting shareholders’ extraordinary and ordinary combined the that understood being it months, 18 of maximum a for and 03/31/20 ending year fiscal the for statements financial the to approve called Meeting General annual next the until 07/25/19 on convened Meeting shareholders’ extraordinary and ordinary combined the of as Valid validity of Period shares. See resolution 17. by canceling capital share the to reduce Board Management to the power to delegate asked be will 07/25/19 on Meeting The combined ordinary and extraordinary shareholders’ of shares Cancellation Extraordinary General Meeting resolutions One of the objectives of the 16 the of objectives the of One shares, within the limits authorized by law. authorized limits the within shares, treasury of numbers all and any by canceling occasions, more or one on capital, share the to reduce Association, of Articles the byand law set conditions the under delegate, to sub- power the power, with the Board Management the to grant you we ask aresult, As shares. treasury of 4.2.1. Board. Supervisory by the decided association of articles Company’s to the amendments the k) ratify issue premiums contributions; profits, or reserves the of incorporation the through capital j) authorize the Management Board to increase the share them; of some or affiliates its and Company the of officers corporate and to employees shares free future or existing to allot Board Management the authorize i) Plan; Savings Company the for eligible officers corporate and Plan Savings Company the of members are who employees for capital share the to increase Board Management the h) authorize exchange bid; ashare of event the in contributions to remunerating a view with issued, to be securities to equity access giving securities and/or securities debt of allotment to the right the conferring or capital share Company’s to the access giving securities or shares ordinary to issue Board Management the g) authorize offering; apublic of case the outside kind in contributions to compensating a view with issued, to be securities to equity access giving securities and/or securities debt of allotment to the right the conferring or capital share Company’s to the access giving securities or shares ordinary to issue Board Management your authorize f) oversubscribed; if rights, subscription preferential without or with capital, share the to increase Board Management your e) authorize placement; aprivate of event the in rights subscription preferential shareholders’ cancelling issued, to be securities to equity access giving securities and/or securities debt of allotment to the right the conferring or capital share Company's to the access giving securities or shares ordinary to issue Board Management the authorize d) offer; apublic of event the in rights subscription preferential shareholders’ cancelling

treasury sharestreasury (17 by canceling capital share the reduce to Board Management the to power delegating Authorization th th resolution) th th resolution is the cancellation cancellation the is resolution > Management Report • Management Board Report - General Report 01 74 - 75

The Company may cancel the treasury shares it holds as a The resolutions relating to capital increases can be divided means to achieve various financial objectives, such as into two main categories: implementing an active capital management strategy, balance (i) those that would give rise to issues with preferential sheet optimization, or to offset share dilution resulting from subscription rights (non-dilutive issues); an increase in capital. (ii) and those that would give rise to issues without The ceiling below applies to the number of Wavestone shares preferential subscription rights (dilutive issues). that may be canceled. At the date of cancellation, the maximum number of shares canceled by the Company during Any issue with "preferential subscription rights", which are the twenty-four month period preceding the said cancellation detachable and negotiable during the subscription period, date and including the number of shares to be canceled on allows each shareholder to subscribe, under the conditions that date is capped at 10% of the Company share capital on set by law, for a number of shares proportional to their that date. shareholding.

This authorization is requested for a period of eighteen For some of these resolutions, your Management Board asks months. No capital reduction transactions have been carried you to grant it the right to cancel preferential subscription out to date. rights. Existing shareholders would, however, have a priority window of at least five (5) trading days under these 4.2.2. Financial authorizations to transact Wavestone’s resolutions, except for the 20th resolution that relates to share capital private placements for which no priority period will be Overview granted.

The combined ordinary and extraordinary shareholders’ Note that voting to approve authorizing your Management Meetings of 07/20/16 and 07/27/17 delegated authority to the Board to issue shares and/or securities (i) to remunerate Management Board to increase the share capital to build contributions in kind or (ii) within the framework of free share loyalty and retain employees and corporate officers. plans, would, by law, entail the express waiver by shareholders of their preferential subscription rights in favor of the These authorizations, which have not been used (with the beneficiaries of these issues or allotments. exception of those concerning free share allotments) are due to expire shortly. A time limit would apply to each of these authorizations. Moreover, the Management Board may only exercise its right Therefore the Management Board asks you to again entrust to increase the share capital within the limits of (i) the limits it with the financial management of the Company and renew specific to each resolution and (ii) an overall limit set out in these financial authorizations. the 27th resolution. You are reminded of the principle of non-interference by the Similarly, issues of debt securities would be subject to (i) Company's management in how employee shareholders vote specific ceilings for each resolution and (ii) an overall limit set (see 3.2 herein). out in the 27th resolution. The purpose of all the financial authorizations and delegations As in past years, you are reminded by your Management of authority is as follows: Board that: (1) to give the Company greater flexibility and speed to raise • preference shares and securities giving access to preference financing as needed in the markets for the Company’s shares are excluded from the delegations of authority; development; • issues are strictly limited to the Company and do not concern subsidiaries; (2) to give the Company the ability to maintain the loyalty of • the Management Board and the Company's management its employees and corporate officers using the tools undertake not to interfere in the voting of employee provided the Company Savings Plan and/or the Group shareholders; Savings Plan and/or free share plans. • the authorizations granted by the combined ordinary and extraordinary shareholders’ Meeting on 07/27/17 shall be terminated. REGISTRATION DOCUMENT 2018/19 In the 18 the In rights. subscription preferential maintaining abroad, or France in Company, the of securities complex (ii) or shares (i) ordinary to issue months, 26 of aperiod for Board, Management the resolution) (27 capital share the of issues: 50% non-dilutive dilutive and all for ceiling Common Summary tableof resolutions 18to 28 company. another by shares Company’s the on offering apublic of period the during suspended be will approve to asked are you which and below described authority of delegations the that proposes Board Management However, your preferential subscription rights maintained (18 maintained rights subscription preferential Issue of ordinary shares and securities with shareholders’ th th th th resolution, you are asked to delegate authority to authority to delegate asked are you resolution,

capital share the of 20% to dilutive issues: capital share the of 50% non-dilutive issues: to applicable Ceiling Ceiling applicable applicable Ceiling

priority rights in a public offering offering apublic in rights priority with but rights, subscription preferential Capital increase without shareholders’ preferential subscription rights Capital increase maintaining shareholders’ corporate officers (company savings plan) savings (company officers corporate employees/ for reserved increase Capital % over-allotment of the initial issue issue initial the of % over-allotment to corporate officers (26 officers to corporate shares free of award following increase Capital (24 (23 (21 (19 (21 (18 % over-allotment of the initial issue issue initial the of % over-allotment exchange bid (22 bid exchange ashare of outside kind in Contributions or other amounts (28 amounts other or premiums profits, reserves, of Incorporation exchange bid initiated by the Company Company by the initiated bid exchange ashare of part as kind in Contributions to employees (25 employees to shares free of award following increase Capital placement (20 aprivate in rights subscription preferential Capital increase without shareholders’ th th st st th th resolution) rd th resolution) resolution) resolution) resolution) resolution) resolution) th resolution) nd th resolution) resolution) (ii) (i) follows: as be would authorization new this for ceilings The rights. subscription preferential negotiable detachable, with capital, to the access giving securities complex or shares of issue the through shareholders the from time any at funds to raise means the Company the gives authorization general this Renewing th resolution)

th Meeting of 07/27/17). of Meeting combined ordinary and extraordinary shareholders’ by the authorized to that (identical €40,000,000 of amount aprincipal securities: debt of issues for 07/27/17); ordinary and extraordinary shareholders’ Meeting of combined by the authorized to that (identical capital share the of 50% is which €252,456 of value value/nominal apar Company: by the issued to be shares ordinary for resolution)

capital share the of 10% capital share the of 10% capital share the of 50% 15% 15% 15% capital share the of 10% capital share the of 0.5% capital share the of 5% capital share the of 5% capital share the of 20% €400k months 26 months 26 months 26 months 26 months 26 months 38 months 38 months 26 months 26 months 26 months 26 > Management Report • Management Board Report - General Report 01 76 - 77

Issue of shares and securities as part of a public offering, However, in this type of transactions, the rights of shareholders cancelling preferential subscription rights, but with the obli- will be protected by: gation to grant a priority right (19th resolution) (i) the fact that the Management Board is obliged to grand In the 19th resolution, you are asked to delegate authority to shareholders a five-day priority subscription window, both the Management Board, for a period of 26 months, to issue in irreducible and reducible, which is longer than the a public offering (i) ordinary shares and/or (ii) complex minimum three-day period provided for in Article securities of the Company, in France or abroad, cancelling R.225‑131 of the French Commercial Code and complies preferential subscription rights. with market recommendations;

In the event this delegation of authority is used, a priority right (ii) the fact that, in accordance with the provisions of the for a period of five trading days must be granted to existing French Commercial Code, the issue price of the shares shareholders covering the entire issue. must be at least equal to the weighted average of the share price during the last three trading days preceding The ceilings for this new authorization would be renewed as the day on which the price is set, possibly reduced by a follows: maximum discount of 5%. (i) for ordinary shares to be issued by the Company: a par This delegation complies with market recommendation. value/nominal value of €100,982.46, which is 20% of the share capital (identical to that authorized by the combined Issue of shares and securities, without shareholders’ preferential ordinary and extraordinary shareholders’ Meeting of subscription rights, in a private placement (20th resolution) 07/27/17). In the 20th resolution, you are asked to delegate authority to As in the previous delegation of authority, this is an overall the Management Board, for a period of 26 months, to issue in ceiling that would apply to the following dilutive issues: capital a private placement (i) ordinary shares and/or (ii) complex increases by virtue of the 20th, 21st, 22nd and 23rd resolutions. securities of the Company, in France or abroad, cancelling • this ceiling would apply to the total ceiling of 50% of the preferential subscription rights and without priority rights. capital provided for in the 27th resolution. This delegation is necessary to allow for a private placement (ii) for issues of debt securities: a principal amount of and should comply with: €15,000,000 (identical to that authorized by the Combined (i) a ceiling of 10% of the share capital (identical to that General Meeting of 07/27/17). authorized by the combined ordinary and extraordinary By virtue of applicable law and regulations, the issue price of shareholders’ Meeting of 07/27/17); the issues carried out ordinary shares and complex securities would be at least pursuant to this delegation shall be deducted from the equal to the weighted average of the Company's share prices ceiling set in the 19th resolution (dilutive issues) and within during the last three trading days before setting the price, the limit of the overall ceiling in the 27th resolution; possibly reduced by a maximum discount of 5%. (ii) for issues of debt securities, a principal amount equal to The ability to issue shares without preferential subscription the maximum amount set in the 19th resolution (dilutive rights is essential for the Management Board to carry out issues), i.e. €15m, and within the limit of the overall ceiling transactions at the speed required for them to be successful, set in the 27th resolution. and which also have the advantage of soliciting a new public By virtue of applicable law and regulations, the issue price of offering through issues on foreign or international financial ordinary shares and complex securities would be at least markets. equal to the weighted average of the Company's share prices during the last three trading days before setting the price, possibly reduced by a maximum discount of 5%. REGISTRATION DOCUMENT 2018/19 The 21 The set in the 18 the in set ceilings the increasing in result not would authorization This issue (over-allotment). this for set that as price same the at and issue initial the of 15% of limit the within namely Code, Commercial French the 20 In the 22 the In shareholders' preferential subscription rights (21 of cancellation without or with increase a capital of part as issued, be to shares of number the increase to Authorization recommendation. market with complies delegation This offering. apublic through than funds way to raise simpler and faster a companies offering by bourse Paris the of profile the raise to opportunity the offers placement private the and successful, to be them for required speed the at transactions out to carry Board Management the for essential is rights subscription preferential without shares to issue ability The (22 bid exchange ashare outside companies third of securities or shares of consisting and Company the to granted kind in contributions remunerate to rights, subscription rential to the securities issued by virtue of this delegation. this of by virtue issued securities to the rights subscription preferential shareholders’ without issued be would securities complex or shares ordinary of issue The parties. third of capital the to access giving securities or securities equity of consisting and Company to the granted kind in contributions remunerate to Company, the of securities equity to other access giving securities complex (ii) and/or shares ordinary (i) issue to months, twenty-six of aperiod for Board, Management the Issue of shares and securities, without shareholders' prefe alia. inter financing, development to secure, authorization this price, the Management Board considers it necessary to renew share Wavestone the of volatility potential the of Because issues that may be resolved pursuant to the 18 to the pursuant resolved be may that issues the of each for issued, to be securities of number the increase to months, twenty-six of aperiod for Board, Management th th th resolutions, under the conditions in Article L.225-135-1 of of L.225-135-1 Article in conditions the under resolutions, resolution) st resolution asks you to delegate authority to the authority to delegate you asks resolution nd resolution, you are asked to delegate authority to authority to delegate asked are you resolution, th , 19 th and 20 th th resolutions. st resolution) th , 19 th and and - by the shareholders of their preferential subscription rights. subscription preferential their of shareholders by the awaiver entail automatically would delegation this Moreover, delegation. this of by virtue issued securities to the rights subscription preferential shareholders’ without issued be would securities complex or shares ordinary of issue The parties. third of capital to the access giving securities or securities equity of consisting and Company by the initiated bid exchange ashare of context the in Company to the granted kind in contributions remunerate to Company, the of securities equity to other access giving securities complex (ii) and/or shares ordinary (i) issue to months, twenty-six of aperiod for Board, Management the In the 23 the In Issue of shares and securities, without shareholders' preferen means. other any or by debt than rather securities, or shares in part, in or whole in financed, be then could acquisitions These acquire medium-sized in shareholdings unlisted companies. to ability its maintains Company the to ensure necessary The Management Board considers this authorization (ii) (i) of third companies in a share exchange bid (23 bid exchange ashare in companies third of securities or shares of consisting and Company the to granted kind in contributions remunerate to rights, subscription tial This delegation of authority should comply with: comply should authority of delegation This rights. subscription preferential their of shareholders by the awaiver entail automatically would delegation this Moreover,

set in the 27 the in set ceiling overall the of limit the within and €15m, i.e. issues), the maximum amount set in the 19 the in set amount maximum the to equal amount aprincipal securities, debt of issues for resolution; 19 the in set ceiling the from deducted be shall delegation to this pursuant out carried issues the and capital share the of 10% of ceiling the and within the limit of the overall ceiling in the 27 the in ceiling overall the of limit the within and rd resolution, you are asked to delegate authority to authority to delegate asked are you resolution, th th resolution. th th resolution (dilutive issues) th th resolution (dilutive rd resolution) th th - > Management Report • Management Board Report - General Report 01 78 - 79

This delegation of authority should comply with: limits on delegations of authority to increase the share capital (dilutive issues), and set within the limit of the overall ceiling (i) a ceiling of 10% of the share capital and the issues carried of the 27th resolution. out pursuant to this delegation shall be deducted from the ceiling set in the 19th resolution (dilutive issues) and The issue of ordinary shares shall be conducted without within the limit of the overall ceiling in the 27th resolution; shareholders’ preferential subscription rights. The Company may offer its employees a preferential share price, up to a (ii) for issues of debt securities, a principal amount equal to maximum discount of 30%, calculated on the basis of the the maximum amount set in the 19th resolution (dilutive average of the opening prices of the Wavestone share on issues), i.e. €15m, and within the limit of the overall ceiling Euronext Paris during the twenty trading days preceding the set in the 27th resolution. date of the decision to open subscriptions, specifying, Your Management Board believes this authorization to be however, that the Management Board may decide to apply a necessary to comply with market recommendations. discount that is less than the maximum 30%.

Issue of shares and securities, without shareholders’ prefe- The Management Board may also decide, pursuant to Article rential subscription rights, for employees who are members L.3332-21 of the French Labor Code, to grant free shares to of the Company Savings Plan and for corporate officers eli- subscribers of new shares instead of the discount, or as an gible for the Company Savings Plan (24th resolution) employer contribution under the Group Savings Plan.

In the 24th resolution, you are asked to delegate authority to In accordance with applicable law, the proposed transactions the Management Board, for a period of twenty-six months, to may also take the form of sales of shares to members of a increase the share capital by issuing ordinary shares and/or Group Savings Plan. complex securities giving access to ordinary shares of the For several years, your Management Board has been Company reserved for members of a Company Savings Plan authorized to conduct capital increases reserved for (referred to by Wavestone as the Group Savings Plan) of the employees who are members of the Group Savings Plan, as Company or of French or foreign companies affiliated with it, well as capital increases reserved for entities incorporated for within the meaning of Articles L.225-180 of the French the benefit of Group employees, in accordance with current Commercial Code and L.3344-1 of the French Labor Code, in regulations. accordance with the provisions of Articles L.225-129-2 to L.225-129-6 and L.225-138-1 of the French Commercial Code Authorization to be granted to the Management Board to and L.3332-18 et seq. of the French Labor Code, cancelling allot existing or future free shares to employees of the Com- shareholders' preferential subscription rights. pany and its affiliates or some of them (25th resolution)

This resolution also complies with the obligation provided for You are asked to authorize the Management Board, for a in Article L.225-129-6(1) of the French Commercial Code, period of thirty-eight months, to proceed, on one or more according to which the General Meeting must vote on a draft occasions, in favor of employees of the Company or certain resolution to work towards a capital increase reserved for categories of them and employees of related companies employees who are members of a Company Savings Plan, under the conditions in Article L.225-197-2 of the French when it decides or delegates its authority to decide on a Commercial Code, to allot existing or future free shares of the capital increase. Company, up to a maximum of 5% of the Company's share capital on the date of the Management Board's decision The ceiling on the nominal amount of ordinary share issues (ceiling identical to that authorized by the combined ordinary under this authorization is unchanged from the previous and extraordinary shareholders’ Meeting of 07/20/16). authorization and remains set at a maximum amount of 5% of the share capital. Pursuant to Article L.225-197-1 of the French Commercial Code, the free allotment of shares to their beneficiaries may The ceiling of this authorization is in line with market practices be definitive, subject to fulfilling the other conditions set by and market recommendations; it being specified that this the Management Board at the time of their allotment, for all ceiling is independent of the 19th resolution with respect to the or part of the shares allotted: REGISTRATION DOCUMENT 2018/19 Meeting of 07/20/16 of (9 Meeting by the combined ordinary and extraordinary shareholders’ granted authorizations the exercised Board Management The criteria. performance meeting to the subject are plans "executive" the under allotments share The success. and growth our in share managers and employees its ensure to commitment firm's the of part as shares free awarding of policy alongstanding has Wavestone years. to two equal least at is period vesting the that provided period retention this waive or to reduce Board Management the for option the with allotment, final their of date the from years two of period retention aminimum and year one of period vesting a minimum proposes Board Management The 07/20/16). of Meeting shareholders’ extraordinary and ordinary combined by the authorized to that identical (ceiling decision Board's Management the of date the on capital share Company's the of 0.5% of to amaximum up Company, the of shares free future or existing to allot Code, Commercial French the of L.225-197-2 Article in conditions the under companies related of and them of categories certain or Company the of officers corporate of favor in occasions, more or one on to proceed, months, thirty-eight of period a for Board, Management the to authorize You asked are Company and its affiliates or some of them (26 them of some or affiliates its and Company the of officers corporate to shares free future or existing allot to Board Management the to granted be to Authorization years. to two equal least at is period vesting the that provided period retention this waive or to reduce Board Management the for option the with allotment, final their of date the from years two of period retention aminimum and year one of period vesting a minimum proposes Board Management The • • Management Board Report – Report Board Management the of 3.2 section in in indicated as shares free of allotment the employees, directors and corporate officers inits development. its to involve able to be to continue wishes Wavestone Commercial Code. French the of L.225-197-4 Article of provisions the with of their final allotment. date the from year one of period aminimum for shares the retain then must beneficiaries the that specified is it case this in period; vesting one-year aminimum of end the at or period; retention aminimum without case this in and vesting two-year a minimum of end the at either th and 10 and General Report General th th resolutions) authorized and , in accordance , accordance in th th resolution) alter the volume of Wavestone's equity. Wavestone's of volume the alter not do and shares) existing of value nominal the by increasing or to shareholders shares free by allotting either (completed non-dilutive are they that in amounts, other and reserves of incorporation by increases capital in inherent difference by the justified is €400,000 of ceiling independent and A separate in the resolutions presented above. for provided limits the of independent be would ceiling This at €400,000. set be would authorization this under issues share ordinary of amount nominal maximum the delegation, previous the in As shares. ordinary existing of value par the of measurement followed by the issue and allotment of free shares and/or capitalized, be may that amounts other or premiums or profits reserves, of by incorporation capital share the increase to months, twenty-six of aperiod for Board, Management the Overall ceiling of delegations and authorizations authorizations and delegations of ceiling Overall Wavestone. to belonging of sense their to increase and commitment In the 28 the In (i) (27 miums of other amounts (28 amounts other of miums (ii) In the 27 the In giving access to the share capital in accordance with the law. the with accordance in capital share to the access giving securities of holders of rights the to safeguard ceiling to the added be may issued to be shares the of value par/nominal The Capital increase by incorporation of reserves, profits, pre profits, reserves, of by incorporation increase Capital and 26 The free share allotments that would be made under the 25 the under made be would that allotments share free The

th th ceiling. overall this in included is that a sub-ceiling has resolution Each to 26. 18 by resolutions granted authorizations to the pursuant out carried be may that increases capital share future or immediate of amount nominal maximum the as capital, share the of 50% or €252,456.15, ceiling. overall this in included is that a sub-ceiling has resolution Each to 23. 18 by resolutions granted authorizations to the pursuant issued be may that securities debt of amount nominal maximum the as €40,000,000 resolution) th th th th resolutions intended to boost their motivation and and motivation their to boost intended resolutions th th resolution, you are asked to set at: at: to set asked are you resolution, resolution, you are asked to delegate authority to authority to delegate asked are you resolution, th th resolution) th -

> Management Report • Management Board Report - General Report 01 80 - 81

4.2.3. Ratification of amendments to the Articles of 5. Social report and comments by the Works Association decided by the Supervisory Board Council (29th and 30th resolutions) 5.1. Social report The combined ordinary and extraordinary shareholders’ As required by law, Wavestone drew up a social report, in Meeting on 07/27/17, in its 23rd resolution, delegated the accordance with the provisions of Article L.2323-74 of the power to amend the Company’s Articles of Association to French Labor Code, which was reviewed by the Works Council comply with laws and regulations to the Supervisory Board, on 05/27/19. subject to ratification of such amendments by the next extraordinary General Meeting. The social report and the observations of the Economic and Social Committee are included in the materials provided to Meeting on 12/03/18, the Supervisory Board deleted the term the shareholders. Certain elements in the social report "Works Council" from the Articles of Association and replaced pertaining to the Statutory Auditors’ assignment are reviewed it with "Social and Economic Committee". Article 18-III and in the Statutory Auditors report. Article 27-2 of the Company's Articles of Association have been amended accordingly. 5.2. Observations of the Economic and Social Committee The French PACTE Act, no. 2019-486 DC of 05/22/19 in on the economic and social situation of the Company, business growth and transformation removes the concept of in accordance with the provisions of Article L.2323-8 “directors’ fees” as compensation for Supervisory Board of the French Labor Code members. Therefore, at its Meeting on 05/27/19, the None. Company’s Supervisory Board amended the Articles of Association accordingly. The Management Board

4.2.4. Powers for formalities (31st resolution) 05/27/19

This is the standard resolution granting powers to perform the formalities and publicity required by law.

We ask you to vote to approve these ordinary resolutions, followed immediately by the extraordinary part of the combined ordinary and extraordinary shareholders’ Meeting. REGISTRATION DOCUMENT 2018/19 standardization of HR processes, should help optimize staff optimize help should processes, HR of standardization the with together actions, These 2019/20. in department HR firm's the of priority top the be also will retention Employee 2018/19. in 18% to 2017/18 in 16% from rose rate turnover staff Wavestone’s applied. properly are clauses these that to ensure can it everything does and partners and suppliers clients, its with signed contracts into clauses solicitation non- possible, as far as incorporates, also Wavestone minimum. to a them to keep taken be may measures appropriate that so departures personnel of risks to identify implemented been also has system monitoring Aturnover potential. their unlock to help employees its all for program development career along-term defined notably has and rates, turnover to reduce designed measures several implemented has Wavestone managers. resources human firm’s the and management of responsibility joint the is turnover Managing 15%. under to be rate turnover standard its considers Wavestone market. the on after sought highly are consultants experienced its of profiles the that given Company the for challenge another is turnover Personnel employees. 600 than more recruiting of objective 2018/19 its exceeded Company the such, year. As every recruitment in heavily invests Wavestone front, important this on success To ensure attract. to seeks firm the recruits the for competition structural intense the given Wavestone, for challenge amajor is Recruitment universities. and schools prestigious most the from graduates young on focuses strategy recruitment and retaining high-potential employees. The Company’s recruiting on depends inextricably development Wavestone’s resources human to related Risk 1. impact. negative potential their of extent estimated and occurrence of by probability classed are category each in risks The below. presented those than other risks significant no are there that considers and risks its reviewed has Wavestone Risk Factors and their management 2018/19 ManagementBoardReport- Operating risks

data in a new cloud environment in a different region. adifferent in environment cloud anew in data critical and applications to recover ability our simulated also It Europe. in infrastructures cloud losing of risk the with coping for plan to the scenario anew added team the 2018, year. In every reviewed is plan This cause. the of regardless promptly restored be can system the of services essential the all that to ensure implemented been has plan recovery disaster IT An firm’semployees. the by all used databases knowledge the of management the organize and to strengthen and externally, and internally operations, produce financial statements and communicate and business to manage used is system This Company. the for asset important increasingly an becoming is system information the development, Wavestone’s of aresult As Information system-related risk Company. the for revenue in loss asignificant entail could clients main Wavestone’s of one of loss the diversity, sector this Despite 13%. for industry within sub-sector manufacturing the and 14% for industry within sub-sector utilities and energy the revenues, banking and insurance sector accounted for 37% of Company the At 03/31/19, clients. main its on dependency Wavestone’s with associated risk the minimizes which by sector, diversified is portfolio client firm’s the that noted be should It year. prior the in than less somewhat to be seems concentration of degree However, the clients. main its with revenues firm’s the of concentration significant afairly represent which respectively, revenue, of 50% and 34% for accounted clients ten top and five top Company's the At 03/31/19, Client dependency risk risk. psychosocial tackle and prevent to how in management train and risk at are who employees monitor and to identify actions other together put and unit support astaff up we set have harassment, and bullying stress, excessive burnout, like problems to prevent and conditions working possible best have the people To our sure make felt. be will measures these of impact the to when as cautious turnover Nevertheless, management. Wavestone remains > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 82 - 83

Risks related to acquisitions help them develop the most advanced skills in their respective fields. These project managers ensure strict compliance with Wavestone’s external growth strategy involves the regular the specifications approved by the client and are responsible integration of newly acquired companies. This process may for steering the project, in direct collaboration with line take longer or be more difficult than anticipated, especially in personnel on the client side. terms of human resources, sales, information systems, and internal procedures. The firm has set up a system to monitor quality risk that allows it to track, on a monthly basis, suspected and actual incidents For each acquisition, Wavestone systematically strives to and their resolution through specific action plans. ensure that the management of the acquired company is included in the joint industrial project. This upstream approach Nevertheless, some services could prove more difficult to facilitates the integration process and reduces the risk of key provide than initially estimated and/or certain factors might people leaving. not have been clearly defined in the specifications. If they are not identified in time, problems such as these, together with In addition, throughout the integration process, Wavestone major budget overruns on certain projects and the subsequent makes sure that: damage for which the Company may be held liable, could • its management tools are rapidly rolled out to the new harm Wavestone’s reputation. entity so that the Company can have a clear picture of its operations as quickly as possible; Risk related to the economic context • revenue synergies are implemented, notably by focusing on applying the acquired company’s expertise to The existence of economic cycles, which may reverse sharply, Wavestone’s existing clients; can create uncertainty for Wavestone’s activities. This could • operating processes are standardized to enhance efficiency, prompt clients to tighten their budgets and/or suspend and pooling possibilities are identified to reduce costs; projects and, more generally, lead to a decline in demand • the teams of the acquired companies are integrated into accompanied by an increase in competition. the Group and adopt Wavestone’s values and ambitions in In situations such as these, Wavestone has always been able their day-to-day activities; to take measures to minimize the impact of such difficulties. • directors and key employees of the integrated companies For example in 2012/13, in light of market conditions, play a leading role within the Group. Wavestone focused on strengthening its sales resources to mitigate the decline in client demand, and targeted its sales Client and supplier contract risk efforts at the sectors and clients with the strongest potential. When signing contracts, Wavestone is exposed to the More broadly, Wavestone implemented a system enabling it possibility of differences arising from breach of non-disclosure to continuously adapt its sales strategy to respond to trends agreements and/or failure to comply with contractual in demand among its clients and potential clients. The firm commitments. The firm has thus created a client and supplier has also implemented a continuous monitoring approach to contract review checklist, to ensure that all contractual identify macroeconomic events that could have an impact on clauses meet the Group's standards. In addition, the firm the Group and to anticipate the adjustments it needs to make. regularly carries out campaigns to raise employee awareness about respecting confidentiality. Wavestone is also covered To date, these measures have proved effective, as the Group by professional liability insurance (see paragraph 5 of this has grown every year since its founding. Year after year it has report) and retains a lawyer in the event of a suspected also generated a broadly positive operating margin that has dispute. never been less than 8% of revenues in the last 19 years.

Nevertheless, Wavestone cannot guarantee that, in the future, Quality risk it will be able to successfully deal with all the impacts of any The firm uses a range of methods to provide high-quality economic downturns that may arise. services. Project managers also receive specific training to REGISTRATION DOCUMENT 2018/19 • • • The priorities for the multi-year cybersecurity roadmap are: months. six every Committee Company management every quarter and to the Audit to directly reports Committee, Steering Risk the of member a is who Officer, Security Information Chief Wavestone’s system. information its on hosted data client Wavestone the of security the to ensure measures control and detection protection, technical and organizational the entities, (ISD) Division System Information various the with conjunction in implementing, for responsible is organization security This • • on: particular in relies which practice, Trust Digital and Cybersecurity its of expertise the from basis daily on a benefits that organization security internal an has and mounting, are threats the that recognizes Wavestone and strategic information. financial of preservation the and regulations, and laws with compliance firm, the of image the and expertise Wavestone’s of protection the notably systems, information safeguard to pursued being are objectives additional of A number client. the of loss to the lead and for Wavestone risk financial asubstantial represent could data client involving incident security amajor respect, this In to it. entrusted information the to protect committed contractually is which firm, the on as well as concerned clients the on impact to a have significant liable is data these of nature confidential the to respect Failure priority. cybersecurity top Wavestone’s is by clients entrusted data Protecting risk Cybersecurity protection systems. protection and security IS configure and we use how optimizing capability; response firm’s the up to beef scenarios response and detection new adding issues; specific and general of awareness staff building response. incident and audits security for accreditation 27001 ISO as well as activities, audit five the for (LPM)) law planning military and (RGS) database security general French to the specifically relating France, of delivered/granted by the National Cybersecurity Agency qualification services auditing security IS (an certification RGS/LPM PASSI obtained have teams These clients. to its commitments contractual the with and example), for with IS regulations (concerning personal data management, regular IS security audit campaigns to ensure compliance alerts; cybersecurity to handle ability teams’ response incident Wavestone’s order received. order to each assigned routinely manager aproject batch) with price fixed- the (including batches separate into split then basis order-by-order an on tracked are Projects Group. the within used tools management by the supported is which system, monitoring project arigorous implemented has Wavestone SA’s revenues. Wavestone of 60% around for accounted services year, fixed-price This Fixed-price project invoicing risk consolidated financial statements). 2018/19 to the 14 (see note receivables trade gross of 1.0% up made receivables trade impaired 03/31/19, at Accordingly, Management. Senior and Department Finance by the basis a quarterly In addition, outstanding past-due receivables are reviewed on Committee. Steering to the month every presented receivables trade at-risk all identifying and indicators monitoring receivable accounts several producing involves This recovery. their to ensure processes implemented has and receivable Moreover, the Company continuously monitors accounts payment. of assurance reasonable obtain to power its in everything to do Department, Finance the with conjunction in entity, Group relevant the at management to up is it cases, such In revenues). of 10% than less for account (which Union European the outside companies and SMEs with dealing however, greater, when is risk This limited. is bankruptcy or default payment client of risk the accounts, large are clients Wavestone’s of most that Given risk credit Client incidents. to cybersecurity victim falling of possibility the out rule cannot Wavestone threats, these of nature fast-changing and variety wide the given and measures, these all Despite applied. effectively are policies these to ensure department audit internal by our run are Checks 04/01/19. from runs which incident, asecurity of consequences the to cover policy insurance acyber out took We also Officer). Protection (Data aDPO appointing and policy firm-wide ageneral out rolling in culminated that 2018 in a key project was Regulation) Protection Data General European (the GDPR with Compliance > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 84 - 85

The project manager is responsible for managing the Goodwill impairment risk contracted services for all the batches in an order and for At 03/31/19, impairment tests were carried out on Wavestone’s monitoring the players involved. goodwill. Once a month, the project manager analyzes the costs These impairment tests confirmed the value of goodwill on incurred by each player involved in a batch and prepares a the basis of the nominal assumptions used. new forecast for the services still to be delivered. This enables the manager, in the case of a fixed-price batch, to determine Sensitivity tests were also conducted, the results of which are the percentage of completion, the amount of revenues disclosed in Note 10 to the consolidated financial statements. recognized over the month and any budgeted cost overrun These tests did not lead to any impairment of goodwill in the days. financial statements at 03/31/19. These analyses are automatically communicated to Wavestone cannot, however, rule out the possibility that management at the start of every month. In this way, any future business or operational difficulties could lead to the excesses can be rapidly identified, and the necessary impairment of goodwill on the Company’s balance sheet. corrective actions implemented.

In recent years, at no time have average overruns exceeded Dependency on third-party licensed software 1% of the total number of productive team working days, and products excluding vacations. The average overrun in 2018/19 was in Dependency on patents and licenses is limited. fact negative at -1.1%. This year, however, a consolidation project resulted in a significant overrun. This type of project Competition risk requires very careful management as it falls outside our core business. Wavestone operates in a highly competitive market with a host of players at the local and international levels. Some of Subcontracting risk these other companies are strongly positioned alongside the Group, which makes for particularly fierce competition on Wavestone rarely acts as a subcontractor. Most large account service quality and price. projects are managed directly by the Group, a strategy which ensures its ability to build client loyalty. 2. Legal risks Occasionally, however, Wavestone may call on specialized service providers with complementary skills so that it can fully Regulatory risk meet its clients’ needs on certain projects. As a rule, when As a player in the management consulting and digital and Wavestone assumes responsibility for delivering the services technological innovation consulting sector, the firm is subject rendered by these other companies to its end client, it enters to a variety of constantly changing laws and regulations, into a subcontracting agreement. which exposes it to the risk of non-compliance with applicable regulations. Seasonality risk Wavestone has implemented procedures designed to ensure The impact of seasonality is limited to the concentration of as far as possible that the Company complies with all vacation time taken in July and August as well as in May. This applicable regulatory provisions and meets all its obligations, affects the first half of Wavestone’s fiscal year (April to particularly with regard to labor law. September) but does not represent a major risk as the effect is predictable (similar impact from year to year). REGISTRATION DOCUMENT 2018/19 Note 16 to the consolidated financial statements. financial consolidated to the 16 Note in given is disputes for written provisions of amount total The partners. legal its and by Wavestone estimated risks the to cover written are necessary deemed provisions any and date, sheet balance the at reviewed are disputes known All companies. Group all across practices resources human its harmonize to and firms consultancy external specialist of services the by law enlisting to labor relating procedures internal to define sure makes Company the risk, such against To itself protect courts. labor the before proceedings to lead could that employees from complaints of risk to the exposed is Wavestone activity, its of nature the Given Labor relations risk against risks”). protection and 5 “Insurance (see section policy insurance liability by aprofessional covered is Company the Accordingly, commitments. contractual its of breaches or failures such by any caused damage for liable held be could Wavestone fulfilled. be systematically will partners and suppliers clients, its with agreed commitments contractual the all that guarantee cannot Wavestone Furthermore, services. Wavestone’s of provision the in occur may failures that out ruled be cannot it Nevertheless, contacts. operational client’s the with collaboration direct in project, the steering for responsible are and client the by approved specifications the with compliance strict ensure managers project These fields. respective their in skills advanced most the develop them to help training high to provide tools and methods of arange uses firm The relationships. professional its of context the in third-party to a injury for liability civil of risk the to is exposed firm The Third-party liability risk Grosscashlessfinancialliabilities. (1) ‑ quality services. Project managers also receive specific specific receive also managers Project services. quality At 03/31/19, the Company posted net debt net posted Company the At 03/31/19, • • mainly comprising: bank loans and other financial debt excluding overdrafts, in million €89.3 comprised liabilities financial At 03/31/19, acquisitions. future financing for earmarked facility credit million €50.0 anew for agreement 01/07/16 loan to the clause additional an signed firm the 10/30/18, On • • • comprising: million, €120.0 of amount the in loan a bank out took also Wavestone 01/07/16, On discounting. or factoring use not does Wavestone statements. financial consolidated Company’s the in equivalents cash as booked are which instruments money-market risk-free in exclusively cash surplus its to invest is policy Wavestone’s million. €50.6 of overdrafts, of net cash, gross had Group the At 03/31/19, maturities. future its to meet able be will it believes and risk liquidity its of review a specific conducted Company The Liquidity risk 3. €1.3 million for leasing contracts. leasing for million €1.3 loan; the of value the from deduction as a statements financial consolidated the in booked costs, borrowing of net million, €88.0 of amount the 01/07/16 in on contracted loan bank the capital requirements, if necessary. working to finance line credit million €10.0 undrawn an 03/31/19; at as down drawn fully was which transactions, growth external future to finance line credit million a €15.0 – acquisition; Salmon Kurt the finance to loan refinancing and acquisition million a €95.0 – Market risk Market 2022; January in maturity on repaid be will loan this of 40% (1) of €38.7 million. €38.7 of > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 86 - 87

Wavestone’s gross cash flow margin (€43.1 million at 03/31/19) In addition, with readily available cash totaling €106.2 million gives the Company ample means to cover our annual financing at 03/31/19, the firm has significant financial flexibility. needs excluding acquisitions (more specifically, changes in Readily available cash at 03/31/19 breaks down as follows: working capital requirements and ongoing capital • €50.7 million in cash (cash and cash equivalents and expenditure), as well as bank loan and bond repayment marketable securities, net of overdrafts); commitments. • €45.0 million in available cash in the form of lines of credit; • €10.5 million in potential overdraft facilities.

Breakdown of the Company’s financial debt

Amount due at Main features of borrowings Rate 03/31/19 Maturity Hedges €95.0m acquisition/refinancing loan in two tranches (A & B) Tranche A repayable semi-annually over 01/20/21 Two forward rate €68.8 million 5 years (Tranche A for €57.0m) Tranche B agreements: and at maturity in January 01/20/22 - Notional amount 2022 (Tranche B for €38.0m) equal to €32.5m on maturity at €15.0m external growth credit Variable (3-month 01/20/21 (notional line with a repayment schedule EURIBOR-Telerate €15.0 million 01/20/21 amount of €15m Loan running to 2021 plus a margin of 1% as of 01/20/20), agreement Revolving €10.0m credit line to 2.15% depending guaranteeing a 0% with a repayment schedule on the tranche and Unused n/a rate running to 2021 leverage ratio) - Notional amount equal to €17.5m €50.0m acquisition loan in two on maturity tranches (A’ & B’) repayable Tranche A’ at 01/20/22, semi-annually (Tranche A’ of 01/20/22 €4.6 million guaranteeing a rate €15.0m) and at maturity in Tranche B’ of 0.4% January 2022 (Tranche B’ of 01/20/22 €35.0m)

The loan is subject to compliance with a leverage ratio (net These agreements (caps) guarantee, respectively: financial debt/consolidated EBITDA) calculated every six • an interest rate of 0% on a notional amount outstanding of months and requiring annual certification by the Group’s €32.5 million at the 01/20/21 maturity date (notional Auditors for each March 31 year-end. At 03/31/19, the Group amount outstanding of €15 million as of 01/20/20); was in full compliance with this ratio. • 0.4% rate on a notional amount outstanding of €17.5 million at the 01/20/22 maturity date. Interest rate risk Wavestone has not contracted any hedges for the Interest rate risk is managed by the Company’s Finance €10.0 million credit line. If the Company were to draw on these Department together with its main banks. Company policy is lines of credit, it would then consider whether or not it makes to hedge against any increase in future repayments through economic sense to set up an interest rate hedge. the use of derivatives contracted with top-tier banks. €6.0 million of the €15.0 million facility was partially hedged In January 2019, Wavestone took out two forward rate by a cross currency swap. agreements for the bank loan contracted on 01/07/16. REGISTRATION DOCUMENT 2018/19 hedging after position Net hedging before position Net Financial liabilities Financial assets (3) Hedginginstruments(seetwocapsabove)notexercisedat03/31/19. (2) Floatingratebankloan. (1) Cashandcashequivalents. (in thousandsof euros) At 03/31/19 and UAE Dirham) and set up a currency swap. swap. acurrency up set and Dirham) UAE and dollar US sterling, pound franc, (Swiss sales currency forward contracted therefore Wavestone 2018/19, fiscal In firm. the for risk of source apotential being of signs shows transaction acurrency as soon as instruments financial appropriate the up setting of charge in is Department Finance The currencies. foreign in denominated advances account current Group intra- in and services of sales foreign-currency in involved risks to the cover policy hedging acurrency has Wavestone Accordingly, 03/31/18. at 11% from 03/31/19, at revenues of 12% for accounted 2007) Xceed and UK Consulting Wavestone HK, Wavestone US, Wavestone Switzerland, Consulting Advisors Wavestone UK, Advisors Switzerland, Wavestone subsidiaries (Wavestone Advisors Morocco, Wavestone foreign zone non-euro from contributions revenue The zone. euro the or France in located to clients services its invoices Wavestone part, most the For risk Currency transmission systems. data banks’ partner to its directly connected is that software that end, the Finance Department uses cash management To reporting. to monthly subject are and Department Finance by the monitored are positions cash and debt Wavestone’s year. one in mature position net this up making liabilities and assets financial the all that year, assuming one than less in maturing debt of position net the on based calculated is figure This +/-€270k. at estimated is rates interest to a+/-1% short-term in swing sensitivity Company’s The liabilities: and assets financial Group’s the of maturities the lists table following The Hedging instruments (1) (2) (3) Fixed Floating Fixed Floating Fixed Floating Fixed Fixed Rate Floating Floating (87,625) (87,625) 50,709 87,625 48,911 48,911 Total 1,798 0 0 0 For more details on Wavestone’s environmental responsibility, responsibility, environmental Wavestone’s on details more For environment. the on impact low a has assets firm's the of use the particular, In limited. is environment the on impact its services, intellectual of exclusively consist activities Wavestone’s As 4. equity by €694k. equity (or shareholders’ reduce) boost would price share Wavestone the in (or decrease) increase a10% sensitivity, regards As market instruments. money- risk-free in only equivalents cash and cash its invest to is policy Company’s the above, the of exception the With income. consolidated on impact have no value their in Fluctuations equity. shareholders’ from adeduction as carried are shares treasury Wavestone statements, financial consolidated IFRS firm’s the In €36.71. was 2018/19 fiscal in shares treasury all of price cost average The €27.85. of price closing 03/29/19 the of basis the on calculated €6,937k of value amarket representing shares, Wavestone 249,083 owned Company the At 03/31/19, program. buyback share the under held shares treasury Wavestone are Company by the owned securities only The Equity risk see the “Statement of non-financial performance”. non-financial of “Statement the see and how we address them we address how and risks change climate and environment Industrial, (22,659) (22,659) < 1year 49,648 49,648 50,709 22,659 1,061 0 0 0 (64,966) (64,966) 1-5 years 64,966 (737) (737) 737 0 0 0 0 > 5years 0 0 0 0 0 0 0 0 0 0 > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 88 - 89

5. Insurance and protection against risks • damage associated with occupational risks, notably accidents occurring during consultant business trips. General policy on insurance

The Company’s general policy on insurance is an extension of Premiums and coverage its significant efforts to prevent and protect itself against risks Wavestone has taken out the following types of policies: to its activities. • premises and equipment insurance; Wavestone’s activity is purely intellectual and comprises • employee transport and repatriation insurance; consulting and technical expertise services delivered to large • operations and professional third-party liability; accounts. Accordingly, all Group companies are insured by • directors’ and officers’ liability. top-tier insurance companies that provide an appropriate There is no major risk that is not covered by external or level of coverage for their specific activity: internal insurance. • business interruption and property damage; • damage caused to clients or third-parties in the performance of the services;

The annual coverage ceilings are as follows:

Type of coverage Guaranteed amount Operations third-party liability • Personal injury €30.0m per year • Consequential property/indirect damage €30.0m per claim Professional liability • Consequential or non-consequential property/indirect damage €40.0m per year • Directors’ and officers’ liability €50.0m per year Comprehensive premises and equipment insurance • Contents of the premises €5.9m per claim • IT equipment €2.7m per year

The premiums per risk category paid by the Group in 2018/19 are as follows:

Type of coverage Premiums (in €k) Third-party liability €455k Officer’s liability €57k Comprehensive premises and equipment insurance €109k Transport insurance €74k Repatriation insurance €14k Retirement capital insurance €8k Death insurance €3k Workers’ compensation insurance €16k

6. Internal control and risk management This reference framework specifies that all companies are responsible for their own organization and consequently their 6.1. General framework own internal controls. As such, the framework is not intended In accordance with the requirements under the French to be binding on companies but rather to serve as a guide to Commercial Code for publicly traded companies, in 2007, the help them monitor and, if necessary, develop their internal AMF published a reference framework for internal control, control procedures without imposing any directives as to how applicable to fiscal years starting on or after 01/01/07. they should be organized. REGISTRATION DOCUMENT 2018/19 implemented under the Company’s responsibility. responsibility. Company’s the under implemented and defined system, adynamic is management Risk Company’s activities, processes and assets. the all cover and comprehensive be should It Company. the at everyone of responsibility the is management Risk Risk management achieved. be will objectives these that guarantee absolute an offer can control internal nor management risk neither oversight of Wavestone’s various operations. Nevertheless, and conduct the in key factors are procedures control internal and management risk these Company, by the set objectives the achieving not of risk the control and to prevent helping By activities. complementary role in the management of the Company’s a play procedures control internal and management Risk 6.2. 05/27/19. on Meeting its at Board Supervisory by the approved was report This Auditors. the with Meetings and documents, internal Company’s the of a review Officer, Financial Chief the and Board Management the of Chairman the with interviews as well as Wavestone, framework and implementation guide as applicable to reference this of basis the on drafted was report This (DOC-2016-05). market aregulated on listed companies for information to periodic guide the in up taken is and 10/26/16 of as withdrawn was 2015-01 no. recommendation AMF factors. risk and description of internal control procedures and objectives, risks the report, Chairman’s the of presentation the on no. 2015-01 In January 2015, the AMF published recommendation Committee. Audit of duties the regarding particularly companies, listed on requirements new imposing directives European of law French into transposition the following management, risk on asection to include notably SMEs, for control internal on framework reference its updated AMF the 2010, July In implementation guide specifically forSMEs. an drafted companies, mid-cap and small- of characteristics specific the of account greater take should framework reference this that decided AMF, having the 2008, January In Principles • subsidiaries: following the and company, parent the SA, Wavestone comprises group Wavestone The 6.3. • • • • ensure: to designed notably is system control internal Wavestone’s • • which: actions and procedures measures, of aset of consists Group, the within company each of responsibility the under implemented and defined system, control internal comprehensive Wavestone’s Internal control • • • • to: Wavestone helps that alever is management Risk reputation. or objectives environment, assets, personnel, Company’s the on impact adverse an have could which occurring, event an of possibility the represents Risk Company. the for level acceptable an at risks keep to management enabling company each of characteristics procedures and actions that are adapted to the specific behaviors, measures, of aset of consists management Risk – – – – – subsidiaries: controlled Directly information. financial of reliability the assets; its of protection to the relating those notably processes, internal Wavestone’s of functioning proper the guidelines established by the Management Board; and instructions the of implementation proper the compliance with the various applicable regulations; levels. legal and financial operating, the at faces, it risks significant the to control Company the enable resources; its of use efficient and operations its of efficiency the activities, Company’s the over to control contribute activities. their in inherent risks the of awareness their raise and key risks the of vision ashared around employees mobilize values; its with consistent are actions Company’s the that ensure goals; its achieve it help to processes and decision-making Company’s the secure reputation; and assets value, Company’s the preserve and create – – – – – M3G (governed by French law). by French (governed M3G law); by English (governed (Holdings) Group Xceed law); by French (governed Advisors Wavestone law); by Swiss (governed Switzerland Advisors Wavestone law); by English (governed UK Advisors Wavestone Scope > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 90 - 91

• Indirectly controlled subsidiaries: 6.4. Components of the system –– Wavestone US (governed by US law, wholly owned by Wavestone’s risk management processes include: Wavestone Advisors); • risk identification –– Wavestone Luxembourg (governed by Luxembourg law, –– individual interviews conducted by the internal auditor wholly owned by Wavestone Advisors); with the owners of the Company’s most significant risks; –– Wavestone Belgium (governed by Belgian law, 99.84% –– proposed changes to the risk map submitted to the owned by Wavestone Advisors and 0.16% owned by Operational Committee (OPCOM) by the internal auditor; Wavestone SA); –– annual updates to the risk map approved by OPCOM and –– Wavestone Advisors Morocco (governed by Moroccan the Audit Committee. law, 95.5% owned by Wavestone SA and 4.5% owned by • risk analysis Wavestone Advisors); –– review of potential impacts of the main risks and –– Wavestone Consulting Switzerland (governed by Swiss assessment of their probability of occurrence. law, wholly owned by Wavestone Advisors); • risk treatment –– Wavestone HK (governed by Hong Kong law, wholly –– selection of the most appropriate risk prevention and/or owned by Wavestone Advisors); treatment approach for the Company. –– Xceed Group (governed by English law, wholly owned by Xceed Group (Holdings)); The structure implemented within the Group and the regular –– Xceed (2007) (governed by US law, wholly owned by monitoring of internal control and risk management Xceed Group); procedures should allow for continuous improvements to the –– Wavestone Consulting UK (governed by English law, system. The objective is to identify and analyze the main risks 94.2% owned by Xceed Group and 5.8% owned by and to learn from the risks that have occurred in the past. Wavestone SA); Wavestone’s Management Board defines the key principles of –– Metis Consulting (governed by French law, wholly owned the Group’s internal control procedures. OPCOM then by M3G); approves the associated rules of conduct and determines their –– Metis Consulting HK (governed by Hong Kong law, wholly scope. owned by M3G); –– Metis (Shanghai) Management Consulting (governed by Once approved, these procedures are appropriately Chinese law, wholly owned by Metis Consulting HK). communicated to the teams responsible for their implementation. From an operational point of view, the entire firm is structured around a set of practices representing the Company’s areas A “Risk Steering Committee” was established in 2017 and of expertise. meets on a monthly basis. It comprises the Chairman of the Management Board, the CFO, the Chief Internal Control The Company has implemented an internal control and risk Officer and a member of his/her team, the Internal Auditor, management system adapted to its circumstances. the Chief Information Security Officer and two Associate • the procedures used to prepare and process accounting Directors. The Committee is tasked with supervising the and financial information are standardized throughout the internal control and risk management procedures with a focus Firm, taking into consideration the characteristics and legal on three key areas: constraints specific to each country; • internal control (remediation plans resulting from internal • risk management procedures, especially when it comes to audits, Company procedures, establishment of permanent oversight of operating activities, also apply throughout the controls, incident tracking, etc.); firm, with oversight monitored in each practice in exactly • internal audit (implementation of audit campaigns, approval the same way: of remediation plans, risk reassessment, etc.); –– in effect, for recently acquired subsidiaries, Wavestone’s • information systems security (IS-specific remediation plans, risk management procedures are rolled out and IT incident tracking, etc.). standardized gradually, since risk management remains the direct responsibility of top management at each company; –– during the transition period, Wavestone top management ensures effective risk management at these subsidiaries. REGISTRATION DOCUMENT 2018/19 draw up procedures to add to the enterprise repository. repository. enterprise to the to add procedures up draw implement the recommendations and corrective actions and Internal Control Department helps the other departments the be, need If concerned. departments the for set deadlines the within implemented properly are actions corrective and Control Department, which ensures that the recommendations Internal by the monitored then are plans remediation The • • • • • involves: audit A process operational areas and processes. and business financial, accounting, administrative, all covers It abroad. and France in subsidiaries its to all and structure entire Company’s to the extends audit internal the of scope The Committee. Audit the and Committee Steering Risk the of responsibility the under year every reviewed is It 2019. January of as place in is plan multiannual three-year anew and 12/31/18 at ended plan audit internal three-year 2015-18 The process. treatment and identification risk the in help also They properly implemented by all the entities. being are and relevant are procedures control internal its that to verify level Company the at conducted are audits Internal • • • provide: and company each of characteristics to the adapted are procedures management risk and control Internal internal control failures that have been identified. been have that failures control internal recommendations and corrective actions to address the developing remediation plans that incorporate controls; the of audit an performing stage; each for place in controls the identifying with each stage; associated malfunctions or risks potential the identifying function; they how analyzing and process the of key stages the identifying risks. identifiable main the of inventory an risks; financial and operating major the prevent and to detect designed procedures formalized the for repository enterprise an via primarily information, reliable and relevant of distribution internal the practices; relies on the appropriate information systems, tools and and responsibilities defined clearly has that a structure presence of corporate officers. of corporate presence the outside control, internal for and management cash for statements, financial the of preparation the for responsible directors and managers the with and Auditors Statutory the with meet may Committee Audit the duties, its To fulfill Company. to the important deemed events for notably necessary, as times many as and statements, the Group’s consolidated interim and annual financial to review ayear twice least at meets Committee Audit The finance. or accounting in skills specific having member independent one least at include must Committee Audit The • • • • responsible for monitoring: is Committee Audit by law, the defined as Thereafter, information. financial and accounting of verification and preparation to the relating issues to monitor is Committee Audit the of purpose main law, by the defined As Committee. Audit hoc ad an up set and option first the chose Board Supervisory the 07/20/16, On Committee. Audit the as serve Board entire to the have or members its among from Committee Audit hoc ad an to create decide may Board Supervisory The Committee Audit The necessary. deems it actions other any take or appropriate considers it verifications and checks the out to carry needed as powers general its use may Board Supervisory The Committee. Audit the of work the on relies it latter, the For risks. financial and accounting operational, strategic, covering extensive, is scope monitoring risk Board’s Supervisory The system. management risk and procedures control internal Company’s the of key characteristics the on Board Supervisory to the reports Board Management year, the Every Board Supervisory The 6.5. the independence of the Group’s Statutory Auditors. Statutory Group’s the of independence the Statutory Auditors; by the statements financial consolidated applicable, the independent auditing of the annual and, where management procedures; risk and control internal the of effectiveness the the process of preparing financial information; Internal audit and risk management stakeholders > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 92 - 93

A report on the work carried out at each Meeting of the Audit • organize and carry out internal audit activities; Committee is drawn up and appended to the minutes of the • present the results of audits, as well as recommendations Supervisory Board Meetings held to review the Audit and corrective actions, to the Risk Steering Committee. Committee report. The Risk Steering Committee – Internal control The Management Board and the Executive Committee/ The Risk Steering Committee supervises the Company’s Operational Committee internal control procedures. Accordingly, its mission is to: The role of the Management Board is to define, implement • monitor the implementation of remediation plans resulting and monitor the system that is best suited to Wavestone’s from internal audits and verify their effectiveness; circumstances and activity. The Management Board is • oversee the production of and updates to the Company regularly informed of any inadequacies in the system and, if procedures to be added to the enterprise repository; necessary, refers them to the Supervisory Board. • monitor the rollout of new procedures; • monitor the implementation of permanent controls; The Executive Committee (EXCOM) comprises the members • track incidents and their remediation. of the Company’s Management Board, as well as all the directors of Wavestone and its French and foreign subsidiaries. The Risk Steering Committee – Information Systems The Executive Committee sets the objectives for the Security Company’s operational activities, monitors their progress and delivers monthly reports on the status of ongoing projects. The Risk Steering Committee supervises the Company’s information systems security procedures. Accordingly, its For the sake of efficiency, however, EXCOM meets in smaller mission is to: groups to address certain topics such as operating • approve the security department’s roadmap by ensuring performance controls and business development oversight. that appropriate organizational and technical security One of these subcommittees, the Operational Committee measures are implemented in light of the regulations, the (OPCOM), meets once a month to analyze and monitor: risk map and cybersecurity challenges, particularly with • performance; respect to the protection of client data; • key events; • monitor the status of the different IT projects and their • implementation of the action plan; impact on the Company’s risks; • risks in each domain. • monitor the results of the security audits of the information system; The Risk Steering Committee – Internal Audit • track cybersecurity incidents and their remediation. The Risk Steering Committee monitors the implementation of the Company’s internal audit procedures. Its mission is to: The Finance Department • supervise the implementation of the internal audit plan; The Finance Department supervises the production of the • approve remediation plans (recommendations and accounting and financial data for Wavestone and each of its corrective actions); entities. • approve audit reports; • start audits on request; It oversees the preparation of the management data and • approve annual risk map updates. indicators provided to the line managers and to the firm’s OPCOM and EXCOM. Internal audit functions are carried out by the internal audit team which reports to the Risk Steering Committee. Accounting functions are performed by the Group’s accounting department, with additional support from an More specifically, the role of the internal audit team is to: external accounting agency. This agency verifies the • propose risk map updates to the Risk Steering Committee consistency of the Company financial statements, which it based on interviews with the owners of the Company’s main does not produce itself. risks; In addition, the Finance Department is responsible for formalizing all internal procedures in force within Wavestone. REGISTRATION DOCUMENT 2018/19 the status of the actions to the Risk Steering Committee. Steering Risk to the actions the of status the on reports and owner process the challenges control Internal • • • for: responsible is who owner an has process Every The process owner Committee. Audit to the and OPCOM the to Committee, Steering Risk to the map risk to the changes the on reports and owner risk the challenges audit Internal • • • • • • • for: responsible is owner risk The risk owner at the management level. designated have a map risk the in identified risks generic All The risk owner • • • • to: is Officer Control Internal Chief the of role the specifically, More Committee. Steering Risk the by defined as process control internal the of implementation supervising of charge in others, among is, which Department, Finance the to reports who Officer Control Internal Chief by the overseen is function control internal This internal audit. the from resulting actions corrective the implementing formalizing the process; effectiveness; its and process the of implementation proper the ensuring to OPCOM. map risk the on position risk’s the defending risk; the of impacts other and HR legal, financial, net the assessing place; in controls the account into taking risk, the of probability net the assessing risk; the to treat agents appropriate designating risk; the to treat actions of implementation the approving specific risks andmetrics; supplementing the description of the generic risk with organization; the of levels all at entirety, its in risk the understanding implement permanent controls. procedures; new of rollout the ensure repository; enterprise to the added to be procedures Company to the updates and of production the oversee effectiveness; their verify and audits internal from resulting plans remediation the implement the budget is submitted to the Supervisory Board. Supervisory to the submitted is budget the completed, Once statements. financial interim the of approval upon November, in conducted are reviews Budget year. fiscal each of beginning the at level consolidated the at and scope Group each for up drawn are budgets monthly and Full-year of budgets provisional Preparation Company’s intranet portal. the on posted are excerpts and repository Company the in available are procedures and processes formalized The Company. entire the cover aspects financial and to accounting related procedures management risk and control internal The 6.6. by law. required information other the of preparation the certify and information, financial and accounting of processing and preparation the for procedures control Factors and management and Factors observations on the “Management Board Report – Report Board “Management the on observations financial information. The Statutory Auditors submit their and accounting the on impact asignificant have could that weaknesses control internal major and risks material reveal may which process a statements, financial the certify They independently. completely appropriateness to their as opinion an formulate and procedures, these of understanding abetter to gain out, carried if audits, internal on rely procedures, these about learn They procedures. management risk and control internal in participation include not do duties legal Auditors’ Statutory The Auditors The Statutory conduct audits. to basis acase-by-case on mobilized be may resources internal activities, audit internal of context the Within implementation of these procedures. actual the monitoring for however, responsible not, are They objectives. assigned their on based level, particular their at practice into procedures management risk and control internal the to put need they information the with concerned employees the provides also platform This portal. intranet Waveplace the via employees firm’s the to all accessible is procedures Wavestone’s enterprise repository containing all applicable employees Company accounting and financialinformation of processing and preparation the for Procedures ”, as they relate to the internal internal to the relate ”, they as Risk Risk > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 94 - 95

Managing our business The dashboards are reviewed on a monthly basis by the head of each practice and on a consolidated basis by the In Wavestone’s industry, enterprise management is essential Management Board and the Finance Department, so that a for monitoring activity. A new enterprise management decision can be made on the corrective measures to be taken, software product (Wavekeeper), an open source ERP tool, if any. was rolled out on 04/01/17. In addition, a quarterly report on Wavestone’s activity is These are the main functions: prepared and submitted by the Management Board to the • enterprise and order intake management; Supervisory Board. • managing purchases for resale; • monthly tracking of time spent; Financial reporting periods • revised monthly project estimates (provisional expenses For internal purposes, unaudited accounts are prepared in the and schedules determined by the project manager); first and third quarters so a reconciliation can be performed • invoicing. between accounting and management data. In addition, This software program is accessible to all staff members, to interim and annual financial statements are audited by the varying degrees based on their levels of responsibility, via Statutory Auditors, reviewed by the Audit Committee, intranet and extranet. Project follow-up is therefore carried approved by the Supervisory Board, and published in out by the software program, which gives a consolidated real- accordance with applicable legislation and regulations. time view of all information related to a given project, notably Wavestone’s Statutory Auditors attend the Audit Committee concerning: and Supervisory Board Meetings called to approve the interim • sales and contractual data; and annual Company and consolidated financial statements. • the number of business days devoted to the project, The members of the Audit Committee and Supervisory Board provisional expenses, the provisional schedule and project can thus speak directly with the Auditors about: overruns; • the accounting principles applied; • invoicing and what is still to be invoiced, unbilled receivables • the Auditors’ ability to access all the information needed to and deferred income. fulfill their responsibilities, especially regarding Monthly budget tracking and reporting consolidated subsidiaries; • the state of progress of their work, with the knowledge that Data produced by ActiveSys (purchasing, for Wavestone SA by the time the financial statements are reviewed by the only), Wavekeeper (sales and purchases for resale) and Supervisory Board, the Statutory Auditors are in the Salesforce (sales data), via a decision-making tool, are used process of finalizing their audits. by management control to monitor and update the provisional budget on a monthly basis to take into account the latest The same accounting principles are applied to the preparation known budget-related information and business projections. of these financial statements throughout the Group (recognition of revenue, provisioning rules, cost-price Data summarized in a monthly dashboard at the individual calculation, rules on cut-off dates, profit-share calculation and practice level, and for Wavestone as a whole, provide the tax calculation). following management indicators that incorporate budget actuals and forecasts for the following items: At Supervisory Board Meetings held to approve the interim • revenues; and annual financial statements, the Management Board • operating income on ordinary activities; presents and comments on the following points: • consultant productivity; • the income statement; • headcount; • a table presenting the management analysis of the income • order intake; statement; • sales price; • the operating indicators underlying the income statement; • order book; • the statement of financial position; • cash and cash equivalents; • the cash-flow statement. • accounts receivable (tracking of overdue invoices and unbilled receivables). REGISTRATION DOCUMENT 2018/19 • to: related checks and controls following the covers and Department, Finance the with conjunction in firm, accounting external by an out carried is process consolidation statement financial The • • • This includes: statements. financial subsidiaries’ its to verify company parent the enable above) (as described place in procedures and structure The Financial statement consolidation recorded. be any, if should provisions, what decide Board to Management and Wavestone’s Officer Financial Chief the to submitted are review this of findings The control. management of help the with manager, administration sales and manager accounting by the quarter every of close the at Risks involving quality, invoicing and recovery are reviewed • • • namely: occur, they as soon as provisioning to require likely events any of informed also is Department Finance The project budget. estimated total the of revision monthly latest manager’s project the on based determined are provisions These that may require provisioning. budget provisional the with compared overruns any identify to projects ongoing all reviews unit control management the period, annual and interim every of close At the disputes and risks provisioning for Methods the reciprocity of inter-company balances to be eliminated; to be balances inter-company of reciprocity the management control. of responsibility the under period, interim or quarter every of close the at domain Group’s the of each of data management and accounting the between a reconciliation domain; each and Company the for set objectives the of achievement the to monitor control management by produced dashboard monthly the uses which EXCOM, entities; its of each and for Wavestone data financial and accounting the of production the supervises which Department, Finance the entities. Group to all out rolled system detection incident aquality using clients, with particularly disputes, third-party schedule); aging of tracking (monthly difficulties recovery unusual accounts); large mostly are clients Company’s the that given (unlikely bankruptcy client of risk • • • • • Company’s business. These notably include: the in used processes key the cover specifically activities to operating related procedures prevention risk Wavestone’s 6.7. repository. enterprise the in explained are market to the disclosures The requirements related to periodic accounting and financial Wavestone’s disclosure obligations. affect could that requirements disclosure financial in changes identifying for responsible also is Department Finance The of Wavestone’s Management Board. control direct the under prepared are disclosures financial All disclosed information accounting and financial the of control Quality firm. the in company every Department compiles the off-balance sheet commitments of Finance the period, accounting every of close At the Monitoring of off-balancesheet commitments position. cash Company’s the on Board Management The Supervisory Board receives quarterly reports from the • • to: partner abanking with up Wavestone’s centralized cash management structure was set Cash and cash equivalents • • • • supplier network management. information systems security; sales monitoring and accounts receivable management; human resources management; project management and monitoring, and service quality; Group. the in company every of positions cash the of view real-time acentralized provide cash; surplus Group’s the of management the optimize rules. accounting with applicable accordance in adjustments, consolidation all of analysis and for justification the estimated by an independent actuary; obligations pension for provisions the of review the Group; the by defined format the in companies the of each by statements financial the of transmission Company financial statements; the for used practices accounting the of consistency the Procedures related to operating activities > Management Report • 2018/19 Management Board Report - Risk Factors and their management 01 96 - 97

The Management Board is responsible for keeping the map Human resources management procedures of the main risks identified up to date. Integration This analysis is presented once a year to the Audit Committee This procedure covers all the stages involved in Wavestone’s at the Meeting convened to review internal control and risk new recruits’ integration process. management provisions. Procedures include the following: In particular, it defines the actions or work required to ensure Procedures involved in project management the smooth integration of new employees into the Group and and monitoring and in-service quality identifies the persons in charge of the integration process. The management teams of all the Company’s practices and Annual personnel interviews and appraisals domains meet once a month to ensure the operational monitoring of: This procedure defines how each employee is monitored by • projects (overruns); the Career Development Managers (CDMs), using a standard • personnel downtime; form and an individual interview matrix. • difficulties related to invoicing and to obtaining the Recruitment and retention documents needed for invoicing (orders or acceptance forms); These procedures describe all the actions taken by the Group • sales price per project. to achieve its personnel recruitment and retention objectives.

This monthly Meeting enable the implementation of corrective They also define monthly recruitment and personnel turnover actions if any operational problems are identified. tracking dashboards.

Fixed-price project management procedure Business activity tracking procedures

This procedure defines the principles for managing a fixed- Business activity tracking is facilitated by the establishment price project, and in particular the operating rules for each of leading indicators produced by the Salesforce business major stage of the life cycle of the project in question, as well information system. as the responsibilities involved in managing operations. Business proposals Quality Charter Business proposals are developed using a pre-defined format Wavestone’s Quality Charter defines: incorporating standard terms and conditions (confidentiality, • the quality of services rendered to the client; invoicing and payment terms, travel expenses, non-solicitation • the gauge used to measure client satisfaction; of personnel, insurance/liability, etc.) to guarantee the • the principles and methods of the Group’s quality policy. commitments made therein.

In addition, a system has been set up to transmit quality issues Contracts (applicable solely to France) as well as expressions of client satisfaction to the Quality Contracts are negotiated and signed based on adherence to Manager. A set of indicators, drawn up on the basis of this internal compliance criteria, which are summarized in a information and a periodic review of the general quality of contract review form. Wavestone’s client relationships, is presented to Group employees to heighten their awareness. Invoicing Invoicing is managed by the Sales Administration Department, which works closely with the sales teams and project managers throughout the lifecycle of the project. REGISTRATION DOCUMENT 2018/19 internal memo. by circulated is POs to approve authorized persons of A list person. authorized other any or manager budget relevant the by format firm standard the in (PO) issued order by apurchase accompanied be must incurred expense Each Expenses incurred network. supplier the of management our digitized resale) for purchases (for Wavekeeper and only) SA Wavestone purchases, Wavestone (for module purchasing ActiveSys The Supplier management procedures plan. continuity business abroader of context the within implemented plan, recovery disaster IT by an supplemented is This system redundancy and data backup. viruses, and intrusions against protection confidentiality, data example, for concern, implemented measures The Information systems protection information system. Group’s the across information of sensitivity to the adapted is that protection of level uniform and effective an ensure to designed rules and principles certain out sets charter This Security Charter Information systems security procedures project managers. the Sales Administration Department, the sales teams and the with closely works It problems. recovery payment all manages and inflows firm’s the oversees team collections A dedicated Collections internally and to the firm’s partner banks. partner firm’s to the and internally circulated is payments for signatories authorized of A list paid. been already not has invoice the sure makes and details banking supplier’s the and amount the verifies team the particular, In team. management cash by the beforehand approved be must payment, of means the of regardless payments, invoice All Payment by internal memo. circulated is invoices to approve authorized persons of A list approved. previously been have documents these both if and order purchase corresponding their with matched been have they when only recognized are Invoices person. authorized other any or manager budget relevant by the approved and order purchase corresponding the against matched is invoice Every Invoice approval

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01

2018/19 Management Board Report

- Statement of non-financial performance 98 - 99

This statement of non-financial performance describes 4. The methodology note regarding Wavestone’s 2018/19 Wavestone’s Corporate Social Responsibility (CSR) approach, non-financial reporting. strategy and actions. It forms an integral part of the 5. The independent Auditor’s certificate of presence and Management Board Report and is made up of five sections: limited assurance report on the Company’s social, societal, 1. Presentation of the Company’s business model. environmental and economic information.

2. Presentation of the Company’s general CSR strategy and The 2018/19 fiscal year was Wavestone’s third year of non- its principal non-financial risks. financial reporting, in accordance with the reporting framework in Articles L.225-102-1 and R.225-104 of the French 3. Information on how Wavestone incorporates the social, Commercial Code. Unless indicated otherwise, this report societal and environmental consequences of its activities, traces the comparability of quantitative data for the past fiscal as well as the effects of these activities on human rights, year. Changes in the scope of consolidation are detailed at the anti-corruption and anti-tax evasion matters, pursuant to end of the methodology note (paragraph 4). Since 2013/14, Articles L.225-102-1 and R.225-104 of the French Wavestone’s published CSR information has been verified by Commercial Code (1). an external independent body.

1. Presentation of the Company’s business modelMODÈLE D’AFFAIRES

QUALITY CHARTER • GOVERNANCE • PERSONAL DATA PROTECTION • RECRUITMENT CHARTER • CODE OF CONDUCT

FRAMEWORK OF OUR ACTION

Assets Impacts Inform and guide our clients EMPLOYEES TALENTS in their most 3,008 employees in 8 countries • Develop skills through Wavestone Horizon Average age: 31.5 years old strategic • Well-being at Wavestone Turnover rate: 18% decisions • Being part of the fi rm’s results (bonus, 800 gross hires per year employee saving plan): 8% of the capital is owned by employees AREAS OF EXCELLENCE CLIENTS 18 sector-specifi c, functional and Face their challenges of transformation technological areas of excellence and 5 assets • • Increase effi ciency • Develop new business opportunities CLIENT PORTFOLIO THE NEEDS OF TRANSFORMATION OF OUR CLIENTS Clients who are leaders in their sectors BANK OF THE FUTURE • NEW FORMS OF MOBILITY CSR COMMITMENTS MODERNIZATION OF THE PUBLIC SECTOR • ENERGY TRANSITION ••• • Be a responsible employer • Be a trusted partner • Be a committed consulting fi rm • Have a positive societal footprint

Value creation

OPERATIONAL STRATEGIC INVESTMENTS VALUE SHARING INVESTMENTS 2021 strategic plan: With our employees, our investors • Attract and retain talents • Scale and the society • Reputation • Knowledge management, methodologies • Commitment • Expand our clients portfolio • International

(1) Wavestone has not made specific commitments to reduce food waste and food insecurity, protect animal welfare or to promote responsible, fair and sustainable nutrition. These matters are not significant challenges for the firm’s business activities. REGISTRATION DOCUMENT 2018/19 period. the over year every Gaïa-Index the class) in our (in ranking CSR atop-3 to achieve is objective Our 2016. December in up drawn plan strategic 2021” “Wavestone the in defined 4key challenges the of one is responsibility social Corporate • • • objectives: main three on based is approach CSR Wavestone’s 2011, in Launched 2.

legal and regulatory obligations. regulatory and legal applicable with Company the of compliance the to ensure relationships with stakeholders; its of quality the enhancing towards to contribute influence; of sphere and environment its in business aresponsible as itself to conduct Wavestone’s general CSR approach and strategy and approach CSR general Wavestone’s etc.) to secure maximum buy-in. buy-in. maximum toetc.) secure external stakeholders (shareholders, partner organizations, and etc.) Committee, Executive the (employees, internal our of bulk to the apresentation We made strategy. new this out rolling and communicating on we concentrated 2018/19, In worldwide. employees firms the of 25% over involved survey This plan. action appropriate the to develop and concerns their with aligned are areas focus proposed the that to check consultation employee engagement and buy-in and, in January 2018, launched an staff to deepening committed strongly is Wavestone business. core Wavestone’s for priorities important strategically most the to address 7commitments and areas focus 4 key defining by strategy CSR overhauled firm the findings, those of basis the On 26000. ISO on based matrix a “performance/importance” up draw and 2017/18 in audit CSR a out carry to firm consulting aspecialist We engaged > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 100 - 101

Alongside the “Wavestone 2021” strategic plan, the Company has decided to base its action plan on 8 main objectives:

Performance Performance 2021 objectives at 03/31/18 at 03/31/19 Have the same proportion of women in positions of responsibility 30% and 36%, 28% and 38%, (operational or hierarchical management) as in the workforce respectively respectively Achieve 30% representation of women on the Executive Committee 17% 15% Triple the number of employees with disabilities (objective 33) 11 at 12/31/17 15 at 12/31/18 Have trained 100% of employees (1) in business ethics No training Training being developed Have trained 100% of employees (1) in data protection 70% of new hires 86% of new hires 13% of employees 71% of employees Conduct our activities based on a clear and responsible policy regarding No policy Policy being drafted the choice of our missions and our clients Draw up a responsible consulting charter and train all employees (1) No charter Charter being drafted in how to follow it Devote 1% of the firm's time to supporting social organizations Approximately 0.16% (2) 0.24% (1) Employees who have been with the Company for at least 1 year. (2) The number has been recalculated: [number of days worked / (218*headcount as of 03/31/N)].

2.1. CSR governance approach achieve their goals. These pairs meet quarterly with the CSR team to discuss progress with projects under way and make CSR implementation and steering sure we stay on course to achieve our targets. Wavestone’s CSR approach and strategy are defined and What’s more, we have CSR ambassadors at each location to implemented by a multidisciplinary Steering Committee which implement action plans locally and help to spread the word. represents the Company’s key challenges in terms of CSR. This Committee comprises the Chairman of the Management CSR strategy monitoring Board, the CEO of Wavestone SA, the Director of Human Once a year, the Company’s CSR strategy is presented to, and Resources, the Director of Communication and Treasurer of debated by the Supervisory Board. the Wavestone Corporate Foundation, as well as the Head of Recruitment, the Head of CSR and the CSR Sponsor (Partner). 2.2. CSR awards and labels This Committee is in charge of defining Wavestone’s CSR In 2018/19, Wavestone received several awards for its actions policy and monitoring the Company’s social, societal, in terms of CSR. environmental and economic performance. • Gaïa-Rating: this benchmark SRI reference index for small Operational organization and mid-caps assesses and classifies 230 French SMEs and mid-tier companies according to their level of commitment Wavestone’s CSR strategy is implemented operationally by a to non-financial transparency and their sustainable five-strong CSR team headed up by the CSR manager who development performance (CSR policy, HR management, reports to the HR Department. The manager is in charge of management of environmental impact, etc.). In October coordinating projects in different areas (social, societal, 2018, Wavestone topped the Gaïa-Rating for companies in environmental, economic), as well as employee awareness our segment (firms with revenues of between €150m and actions, and the consolidation of non-financial reporting. €500m) for the second year in a row. We stepped up support for the team in September 2018 by • Ecovadis: an independent non-financial rating agency an organization in 4 teams of two (one for each priority area) specialized in four aspects of CSR performance assessment whose role is to steer successful implementation of the action (social, environmental, business ethics and responsible plan and guide working groups of volunteer employees to purchasing). REGISTRATION DOCUMENT 2018/19 • to the: We committed are 2.3. • • (1) address key concerns for the firm, such as such firm, the for key concerns address that organizations different of arange with work We also • AFMD and Hack Academy. Academy. Hack and AFMD • • information systems at the Paris and Nantes sites. Nantes and Paris the at systems information for services investigation digital and audit security of part as years three for 2017 September in renewed management system. First obtained in September 2014 and Global Positive Forum: Forum: Positive Global Corporate Parenthood Charter Global Compact 27001ISOCertification label. Trainees Happy the be awarded to year consecutive fifth Wavestone’s was 2019 trainees. their monitor and accompany welcome, they how for firms rewards label independent this assessed, being questionnaire companies the of interns to the satisfaction addressed anonymous an on Based Entreprises.com. Happy Trainees To Place Work Great year. previous the on points 12 of improvement an 72/100, of a score with Ecovadis, from rating a“Gold” awarded was Wavestone 2018, In signed the 20 proposals for future generations. generations. future for proposals 20 the signed and apartner as 2018 December in Forum Positive Global parents in the workplace. the in parents of non-discrimination in the professional development of principle the respecting and fathers, and mothers working to conducive is that environment aworking creating parenthood-related representation within the Company, to promoting committed is Wavestone 2013, since Charter of our people say it’s a Great Place to Work®. Place aGreat it’s say people our of 82% employees. 500 than more with France in companies 5best top the in ranked Wavestone part, taking year third its For environment. work apositive create that companies recognizes label this practices, HR its of assessment an and employees Company’s the of all involving survey internal an on Based Institute. to France Work environment and the fight against corruption. principals applying to human rights, labor standards, the universal ten the with strategy and operations its to align commitment its and Compact Global UN the of membership AcquisitionofXceedin April2018andMetisConsultinginNovember 2018. CSR commitments CSR : in 2018/19, Wavestone renewed its its renewed Wavestone 2018/19, : in

label ® label : of the Information security security Information : the of Wavestone took part in the the in part took Wavestone awarded by Meilleures- awarded awarded by the Great Place Place Great by the awarded : as a signatory of the the of asignatory : as Elles Bougent Elles ,

and measures to curb tax evasion. evasion. tax to curb measures and rights human to promote initiatives to anti-corruption, relating disclosures on and matters environmental and societal to social, respect with obligations transparency corporate on Code Commercial French the of R.225-104 and 102-1 L.225- Articles in provisions the with complies section This risks. financial of assessment an in are they important how and relevance, materiality, their of analysis an on based risks financial non- main firm’s the we reviewed Code, Commercial French the of R.225-104 and L.225-102-1 Articles with accordance In Forward 3. • • • by: assisted is Department the Tostrategy. this, do defining and implementing the Company’s human resources for responsible is Department Development HR Wavestone’s Department Development HR the of Organization potential. their develop and market the on talent best the retain and to attract ability its on hinges substantial resources, since the Company’s success essentially engaged has Wavestone development. HR of Director the of responsibility the under is goals these Achieving • • strategy: RSE new the under commitments two We make employer. engaged and responsible asocially to being We committed are 3.1. are methodology reporting CSR Company’s the of Details provided in paragraph 4.1. Wavestone’s 2018/19 reporting reporting 2018/19 Wavestone’s 4.1. paragraph in provided scope includes all of the Company’s subsidiaries, including including subsidiaries, Company’s the of all includes scope acquisitions during the fiscal year fiscal the during acquisitions recruitment strategy; firm’s the out carrying of charge in team a recruitment firm’sdomains; the of each within teams development HR decentralized team; CSR the includes which team, development HR a central employees. our all of self-fulfilment and development the promote applicants; job and employees of treatment equal and diversity promote environmental and economic performance societal, social, Wavestone’s on Information Social information (1) . > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 102 - 103

• a personnel management team, in charge of pay and Breakdown by age administrative management operations; and The average age of Wavestone’s workforce at 03/31/19 fell • a team dedicated to facility management and conditions in slightly from 32 to 31.5 years. The following table gives a the workplace. breakdown of the Company’s workforce by age: For the record, Wavestone’s HR strategy is presented in the corporate part of the Company’s Registration Document. At At At (% of total workforce) 03/31/19 03/31/18 03/31/17 18-25 years 15.9% 13.5% 13.7% 3.2. Employment 25-30 years 48.3% 48.0% 45.5% 1) Total workforce 30-50 years 29.2% 32.1% 34.5%

At 03/31/19, Wavestone’s total workforce stood at 3,094 > 50 years 6.6% 6.4% 6.3% employees, up 10.8% on the previous year (2,793). o/w over 55 years 3.3% 2.7% 2.5%

The Company’s workforce breaks down as follows: Average length of service • 64.3% of employees are under 30 years of age; • 38.6% of employees are women; The average length of service at 03/31/19 for all positions was • 89.7% of employees are based in France; down slightly year-on-year to 4.3 years. • 82.0% of employees are based in the Paris region (Wavestone head office); 2018/19 2017/18 2016/17 • 3,017 permanent employment contracts, which represents Total Group 4.3 years 4.5 years 4.5 years Consultants 97.5% of the total workforce; of these, 89.5% are in France; 4.1 years 4.2 years 4.2 years • 77 non-permanent employment contracts, of which 3 are fixed-term contracts and 74 are apprenticeship contracts; Breakdown by geographic area • 3 job categories: consulting; sales; back office. All our Paris-based teams work at the Paris La Défense office. 2) Breakdown of workforce by gender, age, geographic Wavestone has three other French offices – in Lyon, Marseille region and job category and Nantes – and seven offices abroad: Casablanca (Morocco), London and Edinburgh (UK), Brussels (Belgium), Geneva Breakdown by gender (Switzerland), Luxembourg (Luxembourg), New York (USA) We are committed to promoting gender equality and and Hong Kong. consistently support measures to ensure strict non- discrimination in the workplace. At At At (% of total workforce) 03/31/19 03/31/18 03/31/17 Paris region 82.0% 82.7% 82.6% At At At (% of total workforce) 03/31/19 03/31/18 03/31/17 Regional offices 7.7% 7.8% 7.8% Men 61.4% 63.6% 64.0% International 10.3% 9.5% 9.5% Women 38.6% 36.4% 36.0% Breakdown by job category Breakdown for consultants Men 65.2% 67.4% 68.4% The breakdown by job category (consulting, sales and back Women 34.8% 32.6% 31.6% office) of the Company’s workforce is given in the table below: At At At (% of total workforce) 03/31/19 03/31/18 03/31/17 For more details, see 3.2.6 “Equal opportunities”. Consultants 89.0% 89.0% 88.0% Sales teams 3.0% 3.0% 3.0% Back office staff 8.0% 8.0% 9.0%

At 03/31/19, Wavestone employs 2,743 consultants, of which 51 on skills-acquisition or work-study contracts. REGISTRATION DOCUMENT 2018/19 contracts: employment temporary of end o/w deaths o/w retirement o/w consent mutual by termination employment-contract o/w Turnover (%) contracts: employment temporary o/w periods trial of suspension o/w term long which of - contracts work-study and skills-acquisition o/w - redundancies o/w permanent contracts at the end of their training period. period. training their of end the at contracts permanent on hired were firm the joining in interested interns of 50% and trainees end-of-studies Company’s the of 70% over 2018/19, in example, For positions. trainee and internships) studies end-of- and sabbaticals of form the (in year every trainees 350 over on takes Company the strategy, pre-employment its of part as addition, In universities. and schools business and engineering prestigious most the from mainly recruited graduates, young prioritizes policy recruitment firm’s The policy Recruitment 3) contracts employment permanent o/w (excluding internal mobility transfers) 18.4% for the 2018/19 period. period. 2018/19 the for 18.4% was end) year at workforce total by the divided resignations of number (the rate turnover staff yearly Wavestone’s Staff turnover France. in on taken were employees part-time 20 and transfers) mobility internal and period trial of end (excluding employees permanent 789 recruited year, Wavestone fiscal 2018/19 the During (1) Ofwhichendoftrialperiodforanapprenticeshipcontract. Departures ofpermanentemployees contracts) work-study and skills-acquisition (fixed-term, resignations o/w Total external recruitment recruitment Total external Recruitment Departures (excluding internal mobility) mobility) internal (excluding Departures departures Staff New hires and departures during the 2018/19 fiscal year are shown below: shown are year fiscal 2018/19 the during departures and hires New internships) (excluding departures and hires new of Details Hirings and departures 2018/19

18.4% 2017/18 16.3%

2016/17 17.5% activities. For each within “ within grade each For activities. consulting our all across scale salary same the We apply • 3principles: on based is policy remuneration Our principles core policy: Pay policy Pay Universities (%) (%)schools Engineering (%) Business schools 4) Breakdown of consultant hiring by type of diploma of by type hiring consultant of Breakdown firm. the join they once program They’re also offered the same onboarding and support employees. new all for process the as selective and demanding as is trainees and interns for process recruitment The associated wage package. an is there tool), development professional (Wavestone’s

A single salary scale for all subsidiaries and countries and subsidiaries all for scale salary A single Compensation and salary trends Number Number 696 890 965 569 762 2018/19 2018/19 101 64 65 75 19 10 7 1 1 74.7% 92.2% 100% 100% 13.3% 0.9% 2.5% 8.4% 0.1% 0.1% 7.8% 2018/19 % % 44.0% 28.8% 27.2% Number Number Wavestone Horizon Wavestone 2017/18 90 620 573 455 785 722 25.5% 43.3% 31.2% 2017/18 2017/18 23 46 49 63 14 (1) 3 2 1 2016/17 20.0% 42.0% 38.0% 92.0% 73.4% 100% 100% 14.5% 8.0% 0.3% 0.5% 0.2% 4.2% 7.4% % % ” > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 104 - 105

• A competitive pay policy 3.2.2. Social relations

In a competitive market, it’s essential to have a competitive 1) Organization of social dialogue pay policy to attract and retain the best talent. This policy is In France the 3 employee representative bodies we previously based on management consulting market practices (annual had in place (the Works Council, Committee for Health, Safety benchmark). and Working Conditions and Union representatives) were • Commitment to ethics and transparency replaced in June 2018 by an Economic and Social Committee for the Economic and Social Unit made up of Wavestone SA In France and Luxembourg, we publish all our pay policy rules and Wavestone Advisors. (starting salary, packages per grade, bonus calculation, etc.) on the Wavestone corporate website. Staff elected the CFE-CGC union in the first round of trade union voting held in June 2016. Two union representatives Wavestone has implemented a standardized salary framework were appointed in July 2018. for all of its employees, including experienced new hires, and notably commits to applying a coherent pay policy for staff Social actions are managed by the Group’s Economic and members with similar career paths. Social Committee (ESC), and mainly consist of sports and cultural activities. For example, every year for the past 25 Employee profit-sharing years, the ESC organizes a skiing weekend open to all Employee profit-sharing for Wavestone SA and Wavestone employees. There are also a number of clubs, with interests Advisors, calculated on the basis of the statutory formula, ranging from sport to cultural activities (including totaled €5,256k in the 2018/19 fiscal year. photography, climbing, running and music). We arranged a partnership with Gymlib in August this year that gives staff For more than 10 years, Wavestone employees have been able access to more than 200 sporting activities in more than to acquire a stake in the Company in the form of bonus shares 2,000 sports centers around France. Some 700 employees granted by the firm when profit sharing is paid out. Employees have joined up. choosing to invest all or part of their share will receive bonus shares two years later, if they are still an employee of the Meetings between management and employee Company and have not sold their Wavestone Actions Fund representative bodies held in 2018/19 by scope units. 16 meetings, including 4 exceptional meetings were held with For the past 4 years, over 50% of employees have chosen to the ESC during the year. invest all or part of their share in the Wavestone Actions Fund. Examples of subjects on the agenda Not only does employee shareholding provide bonus shares, (for information or consultation) it also gives employees a sense of pride in their company. • Consultation on the Group’s inclusion policy to promote 3.2.1. Organization of work recruitment of disabled people • Consultation on the gender equality report and quality of 1) Organization of working time life in the workplace Since 07/01/17, all Wavestone employees in France fall into one • Consultation on the presentation of the CSR action plan of the following 3 working hour categories: category 1 (37 hours/ • Consultation on taking on young people on skills week with 10 paid days off (ATT (1))), category 2 (a fixed development contracts, trainees and the trainee tax 166hrs 42mn per month and 218 days per year, including the • Consultation on the training plan and training actions “Solidarity Day”), and category 3 (a fixed 218 days per year, • Consultation on the planned merger with Metis Consulting including the “Solidarity day”).

2) Absenteeism

Wavestone’s absenteeism rate in France was 1.8% for the 2018/19 fiscal year, mainly due to sick leave. Maternity and paternity leave, as well as unpaid leave (including full-time parental leave) are not factored into the absenteeism rate.

(1) Organization of Working Time. REGISTRATION DOCUMENT 2018/19 Severity rate of occupational accidents occupational of rate Severity 3) by Wavestone. signed been have agreements safety and health occupational No 2) Number ofoccupationalaccidents elections and the appointment of the new HSWCC. new the of appointment the and elections ESC the before held was committees existing the of Meeting year. A fiscal 2018/19 the during twice met It Committee. Conditions Working and Safety Health, asingle have Advisors Wavestone and SA Wavestone of formed ESU The (HSWCC) Health, Safety and Working Conditions Committee 1) 3.2.3. life. working of quality the improve and equality gender promote to 07/19/18 on plan action an agreed Advisors Wavestone 2019. April in ESU by the signed agreement an in culminated and 01/21/19 on commenced Negotiations Annual Mandatory The Advisors. and SA Wavestone of formed ESU the in 02/28/19 on signed was premium power purchasing the on agreement An 2) conducive to their professional development. and pleasant both is that environment working a daily from benefit employees its that to ensure strives Company The staff. our of fulfilment and development the promote human resources policy and underpins our commitment to Wavestone’s of part integral an is employees our for balance work-life and environment working ahigh-quality Ensuring 3.2.4. grounds. medical on work off time in 8 resulted 2018/19, in reported accidents occupational 22 of Out (2) Numberofdayslostduetoanoccupationalaccidentper1thousandhoursworked. (1) Numberofaccidentswithleaveper1millionhoursworked. accidents occupational of frequency and Rate declared illnesses occupational of accidents Number commuting o/w France Occupational accidents and illness Occupational health and safety agreements Health and safety conditions in the workplace the in conditions safety and Health signed agreements collective of Review

Safety and Health Wellness in the workplace workplace the in Wellness (2)

(1) the occupational doctor. doctor. occupational the alongside works who office, head Company’s Friday) the at through Monday (from basis afull-time on nurse occupational an employed also has Wavestone five years, than more For • • • • • Other healthandsafety actions of occupational risks (DUERP). (DUERP). risks occupational of evaluation the for document single the as known document, assessment risk workplace the update and to draft helps It out and implemented during the year. carried actions the of review annual an up draws Committee the Code, Labor French the of L.4612 and L.4611-8 Articles with accordance In conditions. working improve and risks occupational to prevent actions in involved is HSWCC The • • are: project AIR the of features main The way we work. the into ideas exchanging for opportunities and creativity comfort, flexibility, more to inject aims It project. the as “AIR” known 2015, in offices its for concept design a new developed Wavestone levels, all at teams between relationships to strengthen and employees its for environment working the of quality the To enhance project AIR the premises: Office 1) Prevention of psychosocial disorders of disorders musculoskeletal Ergonomics in the workplace and prevention prevention and workplace the in Ergonomics Officeremodeling training officer Safety training workplace the in aid First constant flow ofnatural sunlight; a to ensure walls glass featuring areas work open-plan free seating); (no employees to all allocated workstations standardized Working environment and work-life balance balance work-life and environment Working 2018/19 0.01 1.7 22 11 0 2017/18 0.02 2.3 25 11 1

2016/17 0.05 2.7 23 15 0 > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 106 - 107

• a noise-canceling environment thanks to the choice of Wavestone pays particular attention to its employees’ fittings at the beginning of the project (suspended, sound- remaining vacation and ATT days and sends them an proofed ceiling tiles, specific furniture, etc.), service centers individual email indicating the amounts of days left. for printers and similar equipment, and dedicated spaces • Meeting schedules for employees seeking a quiet, isolated place to work (the quiet room, My boxes, etc.); The Company raises employee awareness of the importance • special facilities on each floor of the head office: IT Bar, of scheduling regular meetings during standard working “CreaPlace” creativity center, video studio, etc.; hours, namely between 9.30 a.m. and 6.30 p.m. • new technologies are central to the project: digital signage • Right to switch off screens, Meeting room touch-screen booking terminals, video-conferencing equipment, etc. Employees are entitled to switch off the remote communication devices provided by their company. In addition, employees at the Paris offices have access to concierge services and a private sports club. There is no obligation to reply to emails and calls received on non-working days (weekends, paid leave, ATT days, public Flexible working arrangements holidays, sick-leave days) and outside normal working hours. • Teleworking Emails sent or calls made on a non-working day or outside Teleworking is an option for employees throughout France normal working hours must only be sent in emergency since December 2016 and is also common practice in London, situations, and therefore be exceptional. Geneva and Luxembourg. Wavestone’s management and HR teams ensure that All Wavestone employees with at least 6 months’ seniority are employees’ right to switch off is respected by the various entitled to work remotely, either on a regular basis (up to 2 teams and endeavor to demonstrate exemplary behavior in days per week) or occasionally (up to 3 days per month), this respect. provided their jobs are compatible. Occasional teleworking 2) Specific measures for expectant parents does not require managerial approval but must be declared on a dedicated platform. To take special situations into Wavestone is committed to helping female and male account, some employees may benefit from a regular employees achieve a healthy work-life balance. teleworking arrangement of more than 2 days per week. This To implement this commitment, the Company has taken principle applies in particular to pregnant women and people several measures, outlined below and presented in with disabilities. Wavestone’s Parenthood Guide for employee parents in In the 2018/19 fiscal year, in excess of 60% of employees in France: France stated they occasionally worked remotely. The average Corporate nursery service was a half-day per month. Teleworking promotes work-life balance and also reduces the firm's environmental footprint Wavestone France first introduced its nursery service in 2008 by reducing the number of trips made by employees. to help its employees with children/expecting a child to find creche places. In 2018/19, Wavestone financed 84 cots for its In addition, we trialed co-working in Paris and Nantes this employees’ children. The Company did not turn down any year, in association with Neo-nomade for teleworking staff. requests. • Flexible leave Childcare leave Seniority is not a prerequisite for taking time off, and no Staff members with one or more children aged 12 years and vacation periods are imposed (outside heavy workload under may take up to 3 paid days of leave per child each year. periods). These days make be taken individually, or together.

Parenting conferences and workshops

As of June 2017, Wavestone will be proposing a series of workshops at its Paris-based offices and remote conferences, REGISTRATION DOCUMENT 2018/19 value for the firm and its employees. its and firm the for value creating regularly, to emerge initiatives new allows process This decisions. its in account into them taking and opinions and ideas their for teams all asking regularly management Company has adopted an operating approach that involves The mission. Company's the around employees its rallying to and teams its in to cohesion committed is Wavestone 3) 2013. since Charter Parenthood Corporate the of asignatory been has Wavestone employees. parent of non-discrimination of principle the advocates and workplace the in parenthood of perception the to changing commitment its pursue will Wavestone Corporate Parenthood Charter loads. heavy to carrying avoid home at with to work computer asecond given are and aweek, days teleworking up to3 from benefit may members staff Pregnant Flexible working hours during pregnancy back. 2 weeks first their during pay (4 5days) of part-time full-time out with work may employees full-time to work, return To asmooth ensure leave parental or adoption maternity, after work to return Phased benefits. security social their of payment the awaiting while flow cash in ashortfall to have bear not do they that ensure to employees its for scheme asubrogation implemented has Wavestone addition, In Company. the within service of length employee’s the of irrespective leave, adoption and paternity maternity, throughout maintained is pay Full leave adoption and paternity maternity, Paid by videoconference. join could headquarters at present not or offices regional the in employees and Paris, in year fiscal the during held were talks four and Two workshops school”. at well feel and sociable to be children “Helping and method” Montessori “The guide”, to how the “Teens: as such topics practical cover sessions 2-hour These coach. by aparenting in-house conducted Communication and in-house actions actions in-house and Communication Wavestone has adopted a local management policy whereby whereby policy management alocal adopted has Wavestone stress problems can be detected well in advance. in well detected be can problems stress staff that ensures approach This team. to their delegated contact, by a HR backed is turn, in who, Manager Development by aCareer monitored are employees to 15 10 of groups ​ 4) etc. members and their partners, new employee get-togethers, staff all for gala annual parties, diner team work, after drinks employees, Group to Friday every offered breakfast free year: the throughout held also are events social Several etc. forums, practice Meetings, team seminars, integration colleagues: their with ideas exchange and to meet employees for organized are opportunities Numerous events Convivial social • • • • projects: of examples some are Here exception. no was year this and initiatives forward putting in year every active are employees Our projects Employee-led

distributed to people seeking to re-enter the workplace. workplace. the to re-enter seeking to people distributed and collected were kg clothing of 90 etc). than More clothes accessories, (suits, shoes, shirts, jackets, blouses, working used their to donate invited were employees all 2018, June and May in days For 8 offices. Paris-based its in partnership with the the with partnership in Wavestone organized another “ video; the in part took worldwide women) and Twenty(men staff women. inspiring spotlighting Day Women’s International celebrating a video charity; the to given and collected were books 200 well-off. less to those distribution for books to donate employees for group ( group Borders without Libraries French the for collection book booked; fully slots time all and blood to give up lining people 60 with enthusiastic the the service, donation blood French the with partnership in 2018, December in offices Paris the in drive donation a blood Prevention and treatment of psychosocial risks (PSR) risks psychosocial of treatment and Prevention Etablissement Français du Sang Etablissement Bibliothèques sans Frontières sans Bibliothèques La Cravate Solidaire Cravate La Vestiaire solidaire Vestiaire ). A two-week window window Atwo-week ). . The response was response . The association at ” initiative ” initiative > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 108 - 109

If employees experience stress, bullying or harassment, they • Happy Trainees can go to one of a number of trained people: in the HR teams, Wavestone France was awarded the Happy Trainees label for the Health, Safety and Working Conditions Committee, the the fifth consecutive year in 2018 with a score of 3.8/5 and a occupational health doctor or the support unit. The support recommendation rate of 89.6%. unit is there for employees who may be having a tough time, either professionally or personally. All conversations are Based on an anonymous satisfaction survey addressed to the strictly confidential. interns of the companies being assessed, this independent label rewards firms for the quality of the welcome and All managers (Career Development Managers, assignment guidance they offer trainees. managers, sales and back-office managers) are systematically trained in the prevention and treatment of psychosocial risks Other anonymous internal surveys by practice can be as part of the new managerial program deployed as of proposed. September 2018 for all of Wavestone’s management. This This approach allows new ideas to emerge and creates a training course includes an e-learning module and a day of culture of exchange and transparency while fostering team face-to-face training dedicated to real-life examples and spirit. practical cases. 3.2.5. Integration and development of skills Wavestone’s in-house training institute also offers two staff training programs designed to help employees concerned 1) Integration program maintain efficiency during stressful situations. All Wavestone recruits follow the same four-stage integration We started an anti-sexism campaign in March 2019. program comprising a welcome session, an integration seminar, a training program and HR and management support. 5) Assessment of quality of life in the workplace Welcome session Wavestone participates in 2 annual surveys to assess the quality of its working environment and in line with its conti- All recruits joining the firm spend the first two days attending nuous improvement strategy. an integration program: informal exchange of ideas, topical presentations (on the Group’s HR policy, management tools, • Great Place to Work® recruitment and communication strategy), assignment of a In November 2018, Wavestone renewed its participation in the mentor and the “Delivering in Wavestone” training program, Great Place to Work® survey. By way of an anonymous designed to help staff master the office-based tools required satisfaction questionnaire, employees at all of the Company’s to produce deliverables in line with Wavestone standards. sites (1) were able to express themselves on the quality of life For new recruits based in France, this two-day program takes within the Company. The survey assesses the Company on 5 place in Wavestone’s Paris offices. For those based outside of levels: credibility, respect, fairness, employee pride and France, the welcome session, topical presentations and conviviality. “Delivering in Wavestone” training program are all conducted The 2019 results, announced in April, saw Wavestone – taking within the office where the new recruits are to be based. part for the third year in a row – keep its place in the Top 5 “Wavestone Inside” integration seminar best companies to work for in France out of a total of 72 French companies with more than 500 employees. Overall, The format of the integration seminar was revamped in 81% of the Group’s employees completed the questionnaire 2018/19. (up from 78% in 2017) and 82% of them considered Wavestone It now takes place over two days twice a year in Deauville. It to be a good place to work. brings together all new recruits, regardless of their entity, job, A read-out of the results shows where the firm made progress level of experience and regional site. Its two-fold aim is to and where more needs to be done. enable new recruits to connect with the Wavestone identity (markets, positioning, values, etc.) and to build-up their internal network.

(1) Excluding the U.S. whose fiscal year is different. REGISTRATION DOCUMENT 2018/19 Close employee monitoring monitoring employee Close year. first their during sessions 3training least at attends recruit new Each Company. the with acquainted to become them to allow year the over out spread are and role employee’s the on based vary modules Training etc.). offices, jobs, (practices, backgrounds various from employees with contact into them by bringing network internal their to develop and conditions, best the in job their to do required skills initial the to obtain recruits to enable is program the of objective dual The Company. the in year first their during days program training a5-day follow Young graduates Training program management. top with session aQ&A with day the We end stakeholders. all for impact apositive to creating commitment Wavestone's stand-out practices and values and our of understanding an reflect that videos producing and excellence, of areas and assets our best, does Wavestone what on focuses two Day speaker. inspirational an by off kicked event evening an with ends It by entity. organized challenges and exercises team-building features program day’s first The (2) See paragraph3.2.5.1.onthe integrationofnewrecruits. (1) companies. acquired newly of integration regular the involves strategy growth external Wavestone’s companies acquired newly of Integration career development with Helps / staffing Responsible for Sixmonthsorlessexperience. Development Manager Career New recruit HR Team HR Sponsor and management employees to advice gives and Supports Assignment Assignment Helps with integration with Helps Answers questions Company the know to Provides help getting Manager Career Development manager zone. The Wavestone’s employees, irrespective of their geographical of to all known made are programs These functions. business consulting our for designed are programs development Career • • • employees: to all open programs, Sequoia and Vodeclic MOOC, My platforms e-learning 3 and training integration on: draw opportunities training Digital skills. employees’ its of development continuous the to foster is program training Wavestone’s of purpose The program training Digital • The The below. described as measures, additional implemented has Group the To end, this 2018/19). in hires new founded on recruiting young graduates is model HR its since particularly Company, the for challenge a major is responsibility and skills of acquisition rapid The group. Wavestone the for akey is priority potential employee developing business, consulting the of nature the Given 2) involved. functions support and operational different the representing Committee Executive Wavestone the of members and company acquired the of directors the comprising force, task by adedicated led is process integration The • • by: underpinned is Wavestone at development ​​​​Skills trainingIn-house institute and external training program Wavestone. within career her or his of development the in involved actively is employee each programs, training their choosing to progress and successfully reach new milestones. By order in to develop need they skills the to identify them helps and grade each at expected is what to understand reference of points with managers their and employees provides It term. long the over development their to visualize them enabling employees, Company's the of career professional based format developed by the Group’s practices to practices Group’s by the developed format based Sequoia: platform; to the added recently were to all staffmembers. Articles, podcasts and YouTube videos ​ MOOC: My clients; its and Wavestone ​​​​ local training programs. a common training program for all young recruits young all for program training a common digital training courses (e-learning etc.); platforms, MOOCs, Vodeclic: tuition in professional office tools used by used tools office professional in tuition Vodeclic: Skills development Skills Wavestone Horizon Wavestone Horizon Wavestone ​ on-line educational training educational on-line courses in a game- a monthly catalog of around ten MOOCs emailed emailed MOOCs ten around of catalog a monthly professional development tool tool provides a guide to the to the aguide provides tool (1) (more than 50% of of 50% than (more (2) ; > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 110 - 111

transmit Wavestone’s savoir-faire and expertise to Attendance-based training and blended learning courses (1) employees. Each training program takes the form of several The “Wavestone Academy” offers over thirty attendance- episodes, delivered in an offbeat tone, and result in trainees based programs designed to develop key job-related skills being awarded badges and certificates on completion. (business development, delivery, communication, project These training sessions are developed by and for management, etc.) or aspects of personal development. Wavestone’s employees to meet the specific needs and Several of these programs award certificates upon completion. skills required by the Company’s various practices. These include ITIL (Information Technology Infrastructure All the training programs are international in scope and have Library) Foundation V3, Lean Six Sigma - Green Belt, etc. a cross-functional approach (multi-practice and multi- These training sessions also provide employees the function). In addition, to enrich the training options available, opportunity to extend their internal network by mixing with each office is encouraged to contribute to the program. The colleagues from other practices, offices and divisions. New York and London offices are thus driving the development of the internal platform, Sequoia. To meet training requirements in areas that are not covered by the Wavestone training institute, the Group also resorts to external training solutions.

Time allocated to training

The table below gives an overview of the figures relative to external training programs, as well as in-house courses provided by the Company’s training institute (excluding digital-based courses) for all of Wavestone employees (excluding Hong Kong).

2018/19 2017/18 2016/17 Fiscal year fiscal year fiscal year(1) fiscal year Number of employees that attended at least one training course during 2.080 1.766 1.891 the fiscal year Percentage of headcount that attended at least one training course 67.2% 63% 73.1% during the fiscal year Number of training days provided during the year 6.604 4.611 4.118 Number of training hours provided during the year 38.288 32.275 31.711 Average number of training hours provided during the year per employee 18 18 16 (1) Data missing for Wavestone Morocco and Wavestone Advisors Switzerland (98.4% of the headcount is represented).

The number of employees that attended training was up this the objectives involved. Once the assignment has been year, primarily due to new training opportunities, especially completed (or at regular intervals in the case of long-term for management and new hires, and better information on assignments), the project manager carries out an evaluation training. to assess the consultant’s work. This feedback highlights the progress achieved and pinpoints areas for improvement. Training accounts for 3.9% of total payroll in France. The Individual goals concerning the development of new skills are training spend in the 2018/19 fiscal year in France was €5,961k. also taken into account during the consultant staffing process Assignments and on-the-job training (weekly placement of consultants on assignments).

For all Company employees, the professional consulting In addition, as part of the process to acquire the consulting assignments they carry out also provide the opportunity for skills they need to progress, consultants contribute to the them to develop and enhance their individual skills. This Company’s development activities. Each year, a number of hands-on learning approach is an essential growth driver consultants carry out 6-to-12 month assignments within the within the Group. As such, at the beginning of every firm’s back-office departments (recruitment, communication, assignment, the project manager informs the consultants of finance, etc.).

(1) Blended learning: combination of several forms of learning (e.g. attendance-based, e-learning and phone-based modules). REGISTRATION DOCUMENT 2018/19 Triple the number of employees with disabilities with employees of number Triple the Committee Executive the on women of representation 30% Achieve 2021 objectives Inter-practice transfers Occupational transfers Regional transfers Breakdown of internal transfers by type applications, job all to reviewing commits Wavestone eligible. All positions open under the annual recruitment plan are career prospects. diversified from benefit and career their to enrich employees enable that mechanisms HR several of one is mobility Internal mobility Internal inclusion and ensuring fair treatment within the firm. firm. the within treatment fair ensuring and inclusion and diversity promoting of aim the with 2017 October in network All” For “Wavestone the formed employees dedicated of agroup team, CSR the of work to the addition In disabled. the for opportunities on and workplace the in equality gender on to forward move how peers with discuss and practices best of abreast to stay 2019 January in (AFMD), the organization, managers diversity French the joined Wavestone objectives: 3main on plan action its to base decided has Company the plan, strategic 2021 Wavestone the with keeping in and 2018/19 of As career prospects, compensation and work-life balance. annual assessment in order to discuss their annual evaluation, an for manager team their meet employees all addition, In changes in their salary and/or bonuses, promotion prospects. possible plan, development associated the and 12-24 months within prospects career their path, career their of respect in position current employee's the include: addressed topics The concerned. entity the within teams HR and Managers Development Career the and superiors their involving areview of part as discussed is performance employee's each lines, business Group’s the of all year, across Every assessments annual and reviews Performance office. to another moving 40% 2018/19, in opportunities mobility internal of availed employees 100 Almost Total (operational or hierarchical management) as in the workforce responsibility of positions in women of proportion same the Have Association Française des Managers de la Diversité Diversité la de Managers des Française Association maximum of 3months. of maximum a within areply receive applicants employee Wavestone All teams. HR Company’s by the monitored process aformalized is mobility internal recruitment, external of case the in As open. not is aposition for, when even applied job the and employee the of experience of level the whatever cultural origin, nationality, disability, etc. etc. disability, nationality, origin, cultural and social education, religion, ethnicity, age, orientation, sexual gender, of to matters comes it when customers, with assignment on or office the in environment working inclusive and open amore for ways forward practical and solutions offers ground, to the ear its has which network, The promote diversity and non-discrimination. to program its in reflected is policy societal and social Wavestone’s fairness. and ethics of principles to the strictly to adhere commitment its with accordance in plans, action equal-opportunity of a number deploying is Company The 3.2.6. training. special receive Managers Development Career Group’s the which in discussion for a key is moment review performance annual The potential. full their achieve employees to help is The purpose of the Company’s Career Development Managers 96 39 38 19 Equal opportunities and non-discrimination 2018/19 11 at 12/31/17 at 11 17% 36% vs. 30% at 03/31/18 Performance 100% 20% 39% 41%

64 25 25 14 2017/18 100% 39% 39% 22% 15 at 12/31/18 12/31/18 at 15 15% 38% vs. 28% Performance at 03/31/19 48 16 19 13

2016/17 100% 40% 33% 27% > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 112 - 113

During the year, the network put together: • launch of a series of round tables on the importance of • an LGBT+ survey that elicited 300 responses and proposals women in tech, broadcast internationally. The first took for an action plan; place in March 2019, with inspiring women from inside and • pilot awareness and training workshops for employees on outside the firm. diversity and inclusion; Firm in the belief that diversity and performance go hand-in- • diversity awareness breakfast Meetings; hand, the network also works closely with the recruitment teams to increase diversity.

1) Gender equality in the workplace

Social action

Percentage of female employees in the Group At 03/31/19 At 03/31/18 At 03/31/17(1) % of total workforce 38.6% 36.4% 36.0% % of consultants 34.8% 32.6% 31.6% (1) Excluding Arthus Technologies and the European activities of Kurt Salmon.

The percentage of female employees in the Group continued In the space of a few days, more than 200 employees to increase and came to 38.6% at 03/31/19. This increase was registered for the workshops and more than 500 started the mainly down to higher numbers recruited from management e-learning module. schools and universities that have equal numbers of male and In society female graduates. Wavestone is also involved with a number of organizations During the 2018/19 fiscal year, Wavestone continued with working for professional equality between women and men: initiatives to strengthen its commitment: • Wavestone has been a partner of “Elles Bougent”, an • a questionnaire was sent to all employees worldwide in association that promotes professional gender diversity, December 2018. We received over 700 replies, 2,500 since February 2016. The association aims to encourage comments and many suggestions for initiatives. This input more women to pursue scientific and technological careers. formed the basis for an action program to be rolled out in For Wavestone, the main goal of this partnership is to share 2019/20 to address the firm’s current priorities in this area; best practices with other companies. Female graduates • a quantitative study to see where the entities stand on from engineering schools seeking to exchange their points gender equality and decide on the priorities for the future. of view and share their career experience can become This analysis will be presented in 2019/20 to the senior sponsors of the association; managers at each entity to inform appropriate action plans. • in April 2018, Wavestone paired up with Foundation These actions will also help the firm to increase the percentage Femmes@Numérique, an initiative that aims to bring of women on the Executive Committee to reach the target of together for the first time a strong group of economic, 30% women by 2021. social and public players to focus on increasing the number of women in the digital professions. Wavestone also launched a 6-month awareness campaign to draw attention to casual sexism in the Company and at our Last but not least, under the French law on the freedom to clients. There are three major planks to this campaign: choose an occupation (09/05/18), Wavestone disclosed a • a sexism module, to supplement the management training score of 85/100 for gender equality for the Wavestone program; economic and social unit. The aim of the law is to eliminate • an e-learning program open to all employees based on pay differences between men and women in France. actual employee experiences; • role-play workshops to give a clearer understanding of what sexism means and how to react as either victim or witness. REGISTRATION DOCUMENT 2018/19 disabilities (DOETH form) (DOETH disabilities mandatory declaration of employment of people with the in provided definition to the according disabilities with people 15 employed France Wavestone At 12/31/18, 2) (2) It shouldbenotedthatWavestone hasmadethechoicenottointroduce adisabilityreportingincentivepolicy. (1) people with disabilities came out at €700k at out came disabilities with people of employment the for fund AGEFIPH to the contribution • • Support: 2019. March to 2018 September from period six-month the in disabilities with people 3 more we hired endeavors, these all of a result As • • • Recruitment: disabilities. awareness and on recruiting and supporting people with on focusing 2018/19 in commitment its up stepped firm The plan. strategic 2021 its of part as numbers to 12/31/17 relative disabilities with employees of number the to triple pledged has it aresult, As issue. this on behind is it that aware is Group The (€714k). amount year’s last on slightly – – are: objectives main Its organized. is commitment inclusion disability our how improve to disability in expert external one and staff in-house two with unit adisability formed France Wavestone offices; Paris Wavestone’s in or by phone either a month, twice service on-call an organizing involves 2017, June in off kicked which partnership, This disability. by concerned indirectly or directly are who to employees Company Made in which TH, offerspersonalized support the with partnership its continued France Wavestone disabilities. with people of recruitment the promoting agency communications a French CED, by delivered disabled”, the to hiring “Guide called program a in hiring in involved those all of training continued disabled; the of employment in specializing afirm with partnership handicafés; and platforms online of arange using campaigns sourcing Mandatorydeclaration oftheemploymentpeoplewithdisabilities. Employment and inclusion of people with disabilities with people of inclusion and Employment – – units; units; disability internal the of a member with pairs in or expert disability external the with private in conducted be can interviews these request, employee's At the procedures. administrative their with them help and questions their to answer by disability concerned employees to interviews individual and confidential strictly to offer well-being; ongoing their to ensure disabled declared already employees for follow-up close to provide (1) . Wavestone France’s employer employer France’s . Wavestone (2) in 2018, down down 2018, in • • • • preconceived ideas: and prejudice down break and awareness employee raise to year this sessions information of anumber We organized Awareness: • commitment during our to highlight Inter France on broadcast also was ad an for the project of their choice and coaching the finalists. finalists. the coaching and choice their of project the for by voting project the behind got also employees Group’s year. The last 16 from competing, schools various from groups 28 with year this up was Participation stereotypes. give visibility to disabilities while dispelling popular to aims Paris, of Mayor deputy former Bouakkaz, Hamou by sponsored is which project, This disabilities. with people for working groups by student initiatives best the reward to acompetition by Wavestone”, Cap Handi “Prix the of edition second the launched Wavestone 2019, January in more about disability; to learn challenges met and questions answered part took pétanque and cocktails. The hundred or so employees who blind workshops, Lyon: wheel big and Paris in 2018 Week Employment Disability European with to coincide events employees;200 of participation the with offices, Lyon Marseille and Paris, the in individuals disabled well-known with quiz a music disabilities”. with employees "Integrating theme the on organization CED by the training received team HR the addition, In – Handi Cap by Wavestone Prize worth €2,500 and a and €2,500 worth Prize by Wavestone Cap Handi a Two awarded: were prizes dyslexia. with people facilitate to designed innovations of apresentation and pastries diabetic of atasting basketball, blind including 04/04/19, on final, the to mark organized were activities of A number de Coeur de campaign. – regional offices to provide support locally. locally. support provide to offices regional to our calls regular makes unit disability the that Note efforts. their in them help and questions their to answer teams managerial and recruitment HR, to support to offer Prize worth €1,500; €1,500; worth Prize AGEFIPH ’s “driving progress” Coup Coup

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 114 - 115

During the 2019/20 fiscal year, in addition to pursuing actions • individual retirement review, designed to verify the rights already under way, Wavestone plans to sign a partnership acquired by employees and determine the age required for agreement with AGEFIPH, aimed at drafting an appropriate them to qualify for a full pension, and to estimate the and sustainable employment policy. amount of their pension: 100% financed; • possibility of switching from full- to part-time (3-day week), Wavestone also continued with its broader social engagement during which time old-age insurance and supplementary in the area of disability. pension contributions are maintained at a full-time rate, • Wavestone France uses the services of the ESAT in the with the Company bearing the cost difference. sheltered employment sector, mainly for printing documents for in-house training courses, taking orders for More details on some anti-discrimination initiatives carried tray-meals, fruit baskets and event buffets, collecting and out by the firm are given in paragraph 3.4 of this report. recycling used paper, and recycling IT equipment (printers, 3.2.7. Promote and respect core ILO agreements ink cartridges, toners, etc.); • Wavestone is pursuing its partnership with the Grenoble In accordance with commitments specified in the Global École de Management to promote the “Management and Compact, Wavestone is opposed to all forms of child labor Disabilities” certificate offered to thirty students. Student and forced labor, in line with the core conventions of the applicants are required to submit a “study journal” International Labor Organization (ILO). Given the nature of illustrating their views on the subject of disabilities. As a the firm’s consulting activities and the location of its offices, member of the selection panel, Wavestone is required to Wavestone is not directly exposed to the challenges related read and assess these journals; to eliminating forced or compulsory labor, and the effective • the Wavestone Foundation participates in humanitarian abolition of child labor. projects, by supporting or developing initiatives to benefit Wavestone also respects the conventions of the International children worldwide. Some of the projects chosen offer Labor Organization relative to the freedom of association, the support to people with disabilities. In 2019, the Foundation right to collective bargaining and the elimination of selected the “Les P’tites Zaprems” project working on the discrimination related to employment and occupation, as rehabilitation and inclusion of disabled children in Peru; described in paragraph 3.2.6 of this report. • on Powerday, Wavestone’s global corporate solidarity day, 1,000 Company’s employees lent their support to various A positive social footprint is an integral aim of our CSR policy, associations by taking part in skill-based sponsorship or reflected in two commitments: in-the-field projects. For instance, one of the projects in • reduce the environmental impact of our business; Paris was “Put yourself in my shoes” in a sheltered • support projects that create social value and put our skills employment company (at least 80% disabled employees). to work for their benefit.

3) Anti-discrimination policy 3.3. Environmental information In addition to the aforementioned commitments in favor of Since Wavestone’s activities are purely intellectual, the female employees and people with disabilities, Wavestone is Company’s impact on the environment is limited. Nevertheless, also committed to ensuring job security for older employees. for the past seven years, Wavestone has been committed to At end-March 2019, employees aged 50 and over accounted actively monitoring and reducing our environmental footprint. for 6% of the total workforce, on a par with the figure for the To measure the main areas of impact and identify our priority previous year. actions, the Company completes a carbon audit (Bilan Specific actions have been implemented to meet the Carbone®) every two years. We did this for the first time in expectations of employees aged 50 and over in France, and 2012/13, followed by updates in 2013/14, 2015/16 and 2017/18. to optimize the expertise they have gained while adapting to The main environmental issues identified by the audits stem their individual situations: from business travel and the building footprint of our offices. • close monitoring by the HR team at key end-of-career milestones, notably at the ages of 50 and 60, and during the year employees retire; • full medical check-up: 100% financed; REGISTRATION DOCUMENT 2018/19 New York New Geneva Wavestone’s offices are covered: are offices Wavestone’s All scope. reporting the in included now are Edinburgh and Kong Hong New in York, offices our excluded, Formerly etc.). pollution, noise use, soil (biodiversity, impact environmental Wavestone’s for significant not as scope reporting the from excluded Luxembourg Total Edinburgh Hong Kong Environmentalreportingappendix–Cross-reference tablebetweenWavestonedataand Article225oftheGrenelleIILaw. (1) document. to this footnotes in explained are indicators certain to specific methods calculation and definitions the reported, information the of understanding agood to ensure order In ratios. Paris-site the from extrapolated was sites our all at gathered be not could that information Certain Offices that are less relevant to the Company’s activities Company’s to the relevant less are that points reporting regulatory some years, seven past the for methodology reporting same the used has Wavestone While methodology Details concerning Wavestone’s environmental reporting equipment. IT our we manage how and use paper our like improvement, for opportunities and topics other eye on a close keep we also said, That impact. environmental our for significant most the are they since priorities, these target initiatives and Reporting Brussels International Marseille Nantes Lyon Regional offices office) (Head Paris London Casablanca Workforce at 03/31/19 3,094 2,536 239 105 319 138 80 65 62 47 13 21 17 8 2 Breakdown workforce) (% of total 100.0% 82.0% 10.3% (1) 0.4% 0.3% 0.5% 2.0% 4.5% 0.7% 3.4% 2.6% 7.7% 0.1% 1.5% 2.1% are are • • • example: For environment. the for caring in role their play to staff our engage and to galvanize seeks policy Wavestone’s to inform, designed initiatives beyond and Above etc.). methods, printing eco-responsible paper, Ecolabel (using practices new to implementing related out carried actions environmental on key employees its briefing by issues environmental of awareness staff raises Wavestone 1) report). this of 2.1 (see paragraph issues environmental addressing and to CSR dedicated structure organizational an up set has Wavestone 3.3.1. through the Intranet site. Intranet the through personnel to all communicated are footprint carbon our to reduce taken steps the and audits carbon the of results The • which was distributed at all Wavestone offices; offices; Wavestone all at distributed was which environment, the to protect do we can things everyday on French) and English (in aguide produced employees events; similar for use to offices international our in ambassadors environment the for kit” a“breakfast together we put initiative, meeting breakfast this from on Leading offices. French our of staff the by led and organized breakfasts information environment employees; so or 50 with organized “Home” film Bertrand’s Yann of Arthus screenings two events are planned in the next few months. few next the in planned are events similar Other change. climate about knowledge share to employees and Villebon Institut the from students so or by 30 attended and held was workshop fresco” a “Climate initiatives Employee environment training and information

Global environmental policy

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 116 - 117

2) Wavestone office remodeling and renovation The breakdown is as follows: • non-recycled waste: 51.74 tons of non-hazardous office In 2015/16, Wavestone began to roll out “AIR”, its new office waste (3); layout project. This project notably includes: • recycled waste (4): • the removal of individual rubbish baskets to encourage a –– 11.79 tons of paper waste, including 9.7 tons from the Paris reduction in paper waste; offices, were recycled by the association ANRH • the installation of presence detectors to limit electric (Association for the professional and respectful lighting consumption; integration and reintegration of people with disabilities); • the roll out of IT solutions (video-conferencing equipment –– 0.18 tons of ink cartridges (5), including 0.16 tons from the in conference rooms) designed to limit staff travel. Paris offices. In Paris, all ink cartridges are collected by the This layout project has been deployed in the Paris, Nantes, company Conibi, transported by Geodis, and recycled by Lyon, Marseille, Luxembourg, London and New York offices. Clozdloop, a company specialized is ink-cartridge recycling. The information is not available for the other We are currently testing a number of initiatives designed to offices. reduce and reuse drinks packaging waste: • “Canibal” (1) and “newCy” in Paris; ■ Office waste - 2018/19 • “Lemontri” in Marseille.

Recycled waste: 3.3.2. Pollution and waste management ink cartridges 0.3% 18.4% Waste generated by Wavestone is mainly office waste (paper, Recycled waste: organic waste, packaging and ink cartridges), and end-of- paper service IT equipment (computers and mobile phones for the most part). 81.3% Electrical and electronic waste (WEEE) accounts for 7% of Non-recycled waste the total waste generated by Wavestone’s activities in weight. This type of waste represents a major challenge given its large carbon footprint throughout its entire lifespan (use of water, metal and energy resources at all stages from product design through to recycling). We recycle all this waste or channel it (kg/employee) 2018/19 2017/18 2016/17 2015/16 2014/15 for reuse or energy recovery. Office waste 20.58 20.53 22.2 28.7 27.8 1) Office waste The amount of office waste per employee remained stable In 2018/19, the office waste generated amounted to 20.59 kg year-on-year. Over the past five years, the average weight of per employee for an overall total of 63.7 tons (2). This is the waste generated per employee has been reduced by around equivalent of 686 1-liter plastic bottles for each employee. 30% across all offices. This outcome points to the effectiveness of local actions, including supplying mugs and water bottles for new hires, installing separate recycling containers at some sites and “zero waste” campaigns.

(1) Canibal, the Company that runs the system, reported on the 12 terminals installed in 2018: 95,820 drinks packages collected (92,438 beakers) giving a total weight of 577.32 kg, savings of 1.44 tons of CO2eq. and production of 90,017 kWh. (2) Data obtained from the service provider responsible for waste processing for the Paris, Geneva and London offices. Extrapolations were conducted based on the Parisian ratio for the other officers. This methodology has been the same since 2012. (3) This is office waste (packaging, office supplies, etc), considered as non dangerous waste. (4) The methodology does not include the drinks packaging waste recovered by Canibal. If we include this packaging in the waste, office waste for the fiscal year comes to a total of 64.3 tons, equivalent to 20.78 kg for each employee. (5) Recycled ink cartridge data for the Company’s French premises is underestimated since cartridge order tracking is not automatic. As a lots of the photocopiers are leased, the cartridges are ordered automatically by the photocopier and are already included in the cost of the lease. REGISTRATION DOCUMENT 2018/19 August 2018, supported by more than 1,000 employees employees 1,000 than by more supported 2018, August in held –was day solidarity –aworld Powerday third Our London. in bin acomposting as such initiatives, several with active were Yet, employees 2018/19. in issue this track to indicator an define not did Wavestone Consequently, issue. by this concerned directly not thus is and employees, by its used spaces canteen the handle not does Wavestone 08/19/16. on published was law this for decree implementing The reports. environmental corporate into integrated be waste food that specifies 02/11/16 dated law 2016-138 the 4of Article 3) materials. recyclable of recycling the and components toxic of disposal clean the through Marseille, and Paris for (WEEE) waste electronic ateliers-du-bocage.fr/ ( Bocage” du Ateliers “Les company cooperative The sites. its of all at equipment IT end-of-service of recycling systematic the for aprocedure implemented Wavestone stored or recycled. either is by employees back bought not is that Equipment use. personal own their for devices these buy may members staff period, service their of end the reached has that computers) particular (in equipment IT of lifespan the To prolong equipment. IT our of lifecycle to the due is 274 2015/16) and in 2016/17 in retired devices 471 phones, mobile 958 including 2017/18, in withdrawn devices (1,183 years previous on increase The year. this employee per waste kg IT of 1.5 is which tons, 4.7 roughly to amounting devices, end-of-life 3,047 of atotal gives This operation. of out taken were phones mobile 739 and laptops 2,308 replaced: was and year fiscal 2018/19 the in cycle this of end the to came equipment IT of amount A significant (4-year lifespan). laptops especially basis, aregular on replaced is equipment IT our means which astrategy equipment, IT high-tech best the with equipped are employees its that sure makes Wavestone business, its of running smooth the To ensure 2) Food waste Food waste Computer ) was chosen to treat electrical and and electrical to treat chosen ) was https:// 1) located. are offices its which in buildings the to operate used resources shared and consumables to office limited is resources of use its activities, manufacturing no has Wavestone Since its significant and steady decline of the past five fiscal years: fiscal five past the of decline steady and significant its continues consumption paper year, per-person this 16% Down needs. consumption paper firm’s the to meet year per felled trees 254 and employee kg per to 4.8 equivalent paper, of tons 14.96 consumed Wavestone 2018/19, In materials). marketing and photocopiers printers, (for paper is Company by the consumed material raw main The ■ Paper consumption - 2018/19 (kg/employee) 3.3.3. (at end-2018). meals million 27 of equivalent to the contributed and products agricultural of tons 1,454 collected has SOLAAL 2013, in creation its Since charities. aid food national to 20 them distributes and cooperatives farm and farmers from crops unsold collects organization The initiatives. future to plan and waste) networks food to prevent coordinate (a regional SOLAAL public interest organization to helped people Our projects. of arange in engaged Paper consumption Paper consumption 16% etc.) recruitment brochures, white papers, (annual report, Marketing material Consumption of raw materials raw of Consumption per employee in 2018/19 in employee per

Sustainable useSustainable of resources 969 A4 pages 2018/19 4.8 2017/18 5.8 per employee in 2017/18 in employee per 2016/17 1,160 A4 pages A4 1,160 5.8 A4/A3 printerpaper 84% 2015/16 8.7 2014/15 9.6 > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 118 - 119

Paper consumption is estimated on the basis of paper orders placed during the year. Last year, a major A3 paper order was placed to cover the Paris office's consumption for several years to come, based on a consumption assumption of 0.7 tons of A3 over a 10-year period. Therefore, 0.7 tons of A3 paper was added in 2018/19 to the total purchase for the year to estimate the Company’s actual consumption.

Energy consumption Electricity Energy consumption We are actively working to reduce paper use. For instance, for heat production consumption for cold production we use screens in meeting rooms to project presentations and information instead of printing them. Photocopier settings are automatically set to “Green print”, a black & white, recto-verso 1.28 1.73 1.22 printing mode. GWh GWh GWh

During 2018/19, Wavestone continued to implement its paperless solutions for annual General Meeting notices and preparatory documents with e-notices and e-voting. In this context, a partnership forged with Reforest’Action for AGMs 4.24 GWh and greeting cards helped bring about the planting of 698 trees in Haiti.

For the record, Wavestone recycles all of its paper (see paragraph 3.3.2.1) and only uses PEFC- and FSC-certified paper (see paragraph 3.3.1.1).

2) Energy consumption 1,368 kWh Like many businesses, our offices use heating, air conditioning, 244 kWh/m2 ventilation, lighting and office equipment, which account for /collaborator our direct energy consumption.

In 2018/19, Wavestone’s total power consumption (electricity, Energy use came out at 244.42 kWh/m2. By comparison, the heating and air conditioning) amounted to 4.24 GWh. Energy average energy in France in 2015 (2) was 283 kWh/m2, putting use was practically unchanged from the prior year, despite Wavestone 14% ahead of the French average in terms of the increase in both the workforce and space occupied (1). energy efficiency per sq. m for its entire scope.

(kWh/m2) 2018/19 2017/18 2016/17 2015/16 2014/15 Final energy consumption 244.42 300.8 251.3 250.9 300.0

Thus, final energy consumption per employee fell by 13%, from 1,569 kWh/employee/year to 1,368 kWh/employee/year. The GHG emissions from businesscarbon travel footprint of anGHG employee emissions working inGHG a emissionsWavestone from commuting GHG emissions from commuting GHG emissions from by train and public transport from business travel in rental by public transport by personal vehicle (3) business travel by air (overground and underground)office was 32% or of personal the averagevehicles or taxisin France (for(underground private and and overground) (car and motorcycle) professional activities).

75% 1% 14% 2.5% 7.5% of emissions of emissions(kWh/employee) 2018/19of emissions 2017/18 2016/17 2015/16 2014/15of emissions of emissions or 2,055 or 26 or 386 or 64 or 195 tCO eq tCO eq tCO eq tCO eq tCO eq 2 2 Final energy 2 2 2 consumption 1,368 1,569 2,110 1,702 1,942

Home-to-work travel represents 10% Business travel accounts for 90% of transport-related GHG emissions,

(1) Because the offices in New York, Hong Kong and Edinburghof were transport-related included in the reporting scopeGHG in fiscalemissions, 2018/19, unlike in previous years, and the two new acquisitions. The or 259 tCO2eq headcount also increased this year. or 2,468 tCO2eq (2) Source: Energy Efficiency Highlights IEA - https://www.iea.org/statistics/efficiency/ (3) According to IEA (International Energy Agency – 2016) statistics, a French person uses an average of 4,241.6 kWh per year.

Travel by public transport Travel by personal vehicles (underground and overground) (car and motorcycle)

11.25 million 795,000 km km

12 million of kilometers

The distance covered for business travel by all Wavestone collaborators represents trips 434 round-the-world trips

Category Indicators/staˆng 2018/19 2014/15

Oˆce waste Number of plastic bottles per collaborator (Average weight of an empty bottle: 30 g) 737 937

Energy consumption Number of operating hours of the Eiel Tower per collaborator (heating, air conditioning, elevators, lights) 1h48 3h54

Water consumption Number of showers per collaborator (55 L on average per shower) 65 138

Paper consumption Number of sheets used per employee (A4 sheet of 4.98 g) 969 2,063

Greenhouse gas emissions Number of cars per year per collaborator (Use of an "average" car covering 17,423 km during one year) 0.56 0.47

Distance traveled Number of Paris - New York trips per collaborator (Distance Paris - New York: 5,837 km) 1.6 1.8 REGISTRATION DOCUMENT 2018/19 equipment sustainability, ■ follows: as down breaks site this of consumption energy The offices. Luxembourg our in Enovos does as sources, renewable all from Tour in Franklin needs energy our provides Engie offices. the for conditioning air and heating provide that networks cooling and heating to urban connected is tower This Paris. of district business Défense La the in Tour the of Franklin m. sq. 12,733 occupies workforce) its of 81.9% office(comprising head Wavestone’s hours. office of outside lighting to control installed also are Switches Friday, to energy. save through Monday p.m., 8.00 and a.m. 8.00 between lit are offices the Paris, In minutes. 15 for unoccupied been has aspace when automatically lights the off turn that detectors daylight and presence with equipped are Paris in offices “AIR” renovated Wavestone’s consumption. to streamline helped has etc.) bulbs, LED Company's premises (motion detectors for lighting, timers, the on devices technology modern Installing employee. per Wavestone is constantly improving its energy consumption The (1) our laptopsachievedGold certificationthisyear. (3) The (2) and servers,8,760hours.Theassumptionused forphotocopiersandprintersisbasedon10,000copiesperdeviceyear. Totalenergy consumptionbytype -2018/19 Estimatedat30%forlaptopsandmobilephones: teleworking,checkingandansweringemailsonmobilephones,etc. methodology Electronic 30% Heating conditioning Air 29% in France low power Product (source used consumption remains Environmental IDATE). unchanged: Utilization and low Assessment environmental rate the

estimates estimate Tool equipment, etc.) Electricity (lighting, 41% (EPEAT) was impact are based based packaging label on on the the requires, following number (http://www.epeat.net/). among of assumptions: devices 0.457 GWh 0.457 at estimated is this total, In consumption. energy our of share asubstantial for account which servers, and to laptops phones from equipment computer of use heavy for calls business Our Focus on computer and telecommunications equipment All Company laptops are EPEAT are laptops Company All ■ process. procurement its in Company by the used criterion selection the in included now is Labeling use. in while consumption energy for standard Star Energy the with compliance and nature recyclable their as well as products, the of manufacturing the in resources natural of use precautionary the guarantees label this things, other Among label. “Bronze” the 9.4% and label, “Silver” the carry equipment represented premises, total energy consumed by IT equipment Wavestone of outside usages certain in Factoring data. consumption average and use in hours working of number average the on based households), French 96 of consumption Wavestone’s energy consumption breaks down as follows: as down breaks consumption energy Wavestone’s equipment were particularly power-hungry. networking and servers our of many that found and 2018/19 fiscal in updated was equipment IT our of inventory The Gwh). (1.73 consumption other Finalenergy per use -2018/19 photocopiers Printers and used things, 0.2% laptops, by smartphones Landlines and EPEAT 11.0% the Wavestone (1) 12.8% Flat screens screens (2) limited per year (equivalent to the annual power annual to the (equivalent year per upped 26.5% of the Group’s total electricity electricity total Group’s the of 26.5% and use and the Network equipment mobile 1.5% of criteria the dangerous average phones markedly Laptops 29.3% utilization substances, are (3) in used labeled; 90.6% of all IT all of 90.6% labeled; 2018, 1,760 rate which guaranteed and hours explains performance a 45.2% Servers year recycling why on average none of said and of

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 120 - 121

3) Water consumption Wavestone’s greenhouse gas emissions created by these four sources in 2018/19 amounted to 3,355 tons of CO equivalent, Information related to the Group’s water consumption below 2 or 1.08 tons of CO equivalent per employee. According to the mainly concerns the domestic water supply used for sanitary 2 IPCC (Intergovernmental Panel on Climate Change), human- and cleaning purposes, and by air conditioning systems. caused emissions must be kept below 2 tons of CO2 eq. per Our employees used an average 3.58 cubic meters of water year if we are to limit global warming to below 2°C in 2050. each in fiscal 2018/19, the equivalent of 3,580 liters or 65 (tons of CO showers per person. 2 equivalent/ 2018/19 2017/18(1) 2016/17 2015/16 2014/15 employee) Wavestone’s total annual water consumption (1) was 11,061 Greenhouse gas cubic meters, an increase of 19% on the previous year, due to emissions 1.08 1.23 0.9 1.1 0.9 the consolidation of the New York and Hong Kong offices in (1) 2017/18 GHG emissions for the 4 main categories were adjusted to correct for the reporting scope and the 11% hike in our headcount. underestimating the data for transport. This table shows the value after correcting for 2017/18 transport data. Water consumption per employee was relatively stable, The Company’s greenhouse gas emissions break down as following a sharp decrease in the past five years: follows:

(m3/employee) 2018/19 2017/18 2016/17 2015/16 2014/15 Greenhouse gas emissions (tons of CO2 equivalent) of defined scope Water consumption 3.58 3.38 4.73 7.34 7.09 2,726 All of Wavestone’s offices are located outside water stress areas (areas with a water supply of less than 1,700 m3 per capita per year for all uses combined) (2). As such, there is no need to study the pressure exerted by Wavestone on local water resources. 604 3.3.4. Climate change: greenhouse gas emissions (3) 15 10 1) Summary table

The scope of this analysis is limited to four sources of Travel Energy Paper purchases Refrigerant gas leaks emissions, namely: • business travel and commuting; 2) Travel • energy consumption of buildings; • paper purchases (marketing and printing); For the scope referred to above, employee transport is the • refrigerant gas leaks in air conditioning systems. main source of Wavestone’s greenhouse gas emissions (4) (81%). To gain a better understanding of these emissions, Wavestone analyzed the volume and different means of transport used on business trips and in staff commuting air travel alone accounts for 75% of greenhouse gas emissions generated by our business travel and staff commuting.

(1) Water consumption for the Tour Franklin offices is based on the consumption for the building as a whole and a ratio per floor. The consumption for the Lyon, Marseille, Casablanca, Brussels and Luxembourg offices were provided by the owner. For the Group’s other offices (Nantes, Geneva, London, New York, Hong Kong and Edinburgh), water consumption was extrapolated from the data for the Paris offices (m3/employee ratio). (2) For more information on water stress areas, visit http://www.un.org/waterforlifedecade/scarcity.shtml (3) The methodology used is in line with requirements specified in Article 75 of the Grenelle II Law. The emission sources taken into account are those required by Article 75 (scopes 1 and 2), as well as paper purchases and travel, which have been identified as major emission sources for Wavestone’s business. (4) The scope used to produce the GHG statement is not considered in its entirety for the 2018/19 financial year; only emissions related to travel, energy, refrigerant gas leaks and paper purchases are taken into account. REGISTRATION DOCUMENT 2018/19 expansion. international Group’s the by amplified sector, consulting the of feature acharacteristic is which employees, Wavestone’s of mobility of level high to the due is This employee. per year per km 5,623 approximately year, or per km 17.4 million roughly Business trips, using all methods of transport of methods all using trips, Business 3) The amountscollected (in€)were converted into distances travelled (km). mileage recorded inexpense reports, basedon Egencia mileage. Data onjourneys by publictransportation, taxisandprivate vehicles were obtainedfrom theaccounting department. calculation ofairandtrain journeys includedata issued intheWavestone CarbonEmissions Report (Egencia); the journeys madenow take into account theestimated (1) Data for journeys by train, planeandshort-term carrental were suppliedmainlyby theEgencia Travel Agency andtheSNCF. The methodologyusedisunchanged: the Business trips Business GHG emissions from business travel by air Distance traveled Greenhouse gasemissions Paper consumption Water consumption Energy consumption Oˆce waste Category ofemissions or 2,055 75% tCO 2 eq

of transport-related GHGemissions, Business travel accounts for 90% GHG emissions from business travel (overground andunderground) by train andpublictransport or 2,468tCO GHG emissions from business travel by air Distance traveled Greenhouse gasemissions Paper consumption Water consumption Energy consumption Oˆce waste Category of emissions ofemissions tCO or 26 1% (Distance Paris -New York: 5,837 km) Number ofParis -New York tripspercollaborator 17,423 kmduringoneyear) (Use ofan"average" carcovering Number ofcarsperyear percollaborator (A4 sheetof4.98g) Number ofsheetsusedperemployee (55 Lonaverage pershower) Number ofshowers percollaborator (heating, airconditioning, elevators, lights) Number ofoperating hoursoftheEiel Tower percollaborator (Average weight ofanemptybottle:30 g) Number ofplastic bottlespercollaborator or 2,055 75% tCO Indicators/staˆng 2 eq

2 eq

(underground andoverground) 2 Travel by publictransport Energy consumption eq for heat production of transport-related GHGemissions, 244 kWh/m Business travel accounts for 90% 434round-the-world trips 1.28 million GWh 11.25 (1) km 12 millionofkilometers GHG emissions from business travel by allWavestone collaborators , amount to , amount from business travel inrental (overground andunderground) or personalvehicles ortaxis by train andpublic transport The distance covered for business travel GHG emissions represents trips of emissions or 2,468tCO 2 14% tCO or 386 consumption 2 eq Electricity 4.24 of emissions

1.73 GWh GWh tCO or 26 1% (Distance Paris -New York: 5,837 km) Number ofParis -New York tripspercollaborator 17,423 kmduringoneyear) (Use ofan"average" carcovering Number ofcarsperyear percollaborator (A4 sheetof4.98g) Number ofsheetsusedperemployee (55 Lonaverage pershower) Number ofshowers percollaborator (heating, air conditioning, elevators, lights) Number ofoperating hoursoftheEiel Tower percollaborator (Average weight of anemptybottle:30 g) Number of plastic bottlesper collaborator Indicators/staˆng Travel by personalvehicles 2 eq (car andmotorcycle)

/collaborator 795,000 1,368 kWh Energy consumption (underground andoverground) for cold production km 2 Travel by publictransport Energy consumption eq for heat production 1.22 GHG emissions from commuting 244 kWh/m GWh (underground andoverground) N.B.: A round-the-world trip is 40,075 km. 40,075 is trip round-the-world A N.B.: Home-to-work travel represents 10% 434round-the-world trips by publictransport of transport-related GHGemissions, 1.28 million GWh 11.25 km 12 millionofkilometers by allWavestone collaborators of emissions 2018/19 from business travel inrental 2.5% or personalvehicles ortaxis tCO 1h48 969 0.56 or 64 737 1.6 65 2 The distance covered eq

for business travel GHG emissions represents trips of emissions 2 or 259 tCO 14% tCO or 386 consumption 2 eq Electricity 4.24

1.73 GWh GWh 2014/15 Travel by personalvehicles GHG emissions from commuting 2,063 3h54 937 2 138 0.47 (car andmotorcycle) eq 1.8 (car andmotorcycle) by personalvehicle /collaborator 795,000 of emissions 1,368 kWh Energy consumption 7.5% tCO or 195 for cold production km 2 eq

1.22 GHG emissions from commuting GWh (underground andoverground) Home-to-work travel represents 10% by publictransport of transport-related GHGemissions, of emissions 2018/19

2.5% tCO 1h48 969 0.56 or 64 737 1.6 65 2 eq

or 259 tCO

2014/15 GHG emissions from commuting

2,063

3h54

937 2 0.47 138

eq 1.8 (car andmotorcycle) by personalvehicle of emissions 7.5% tCO or 195 2 eq

Energy consumption Electricity Energy consumption for heat production consumption for cold production

1.28 1.73 1.22 GWh GWh GWh

4.24 GWh

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01

1,368 kWh 2 244 kWh/m /collaborator 122 - 123

(km per year per 2. Choosing the least polluting means of transport for short- 2018/19 2017/18(1) 2016/17 2015/16 2014/15 employee) distance trips: Wavestone’s employees are strongly Business trips 5,623 6,265 3,231 4,716 4,752 encouraged to use public transportation for business trips in (1) Distance by air travel was corrected this year to harmonize and and standardize the accordance with the current travel policy. Some examples of method used to input the data since the 2016/17 merger. the measures put in place include:

GHG emissions from business• air travel travel is authorizedGHG emissionsonly if the train wouldGHG take emissions more from commuting GHG emissions from commuting N.B.: The methodology for rentalGHG emissions vehicles from is unchanged from by train and public transportthan 3 hours; from business travel in rental by public transport by personal vehicle last year. The number of actualbusiness kilometers travel by air communicated(overground by and underground) or personal vehicles or taxis (underground and overground) (car and motorcycle) Egencia and recorded in employee expense reports is now • Wavestone pays 50% of employee subscriptions to public taken into account to estimate business trips made using bike-rental schemes (Vélib, Vélov, Bicloo, etc.) at all our 75% 1% French offices; 14% 2.5% 7.5% rental vehicles. of emissions of emissions of emissions of emissions of emissions or 2,055 or 26 • car travel is authorizedor for 386 business trips only when there isor 64 or 195 tCO2eq tCO2eq tCO2eq tCO2eq tCO2eq Following the merger in 2016/17, a major project was no access to public transportation or the schedule is too undertaken to harmonize methodologies to take account of inconvenient. Using a private car for business trips requires the different information systems and the differences in prior authorization by the Career Development Manager. management practices. We continued with this methodology We are also promoting soft modes of travel locally. In Lyon, review this year, improving the accuracy of estimated for instance, electric bikes are available for use by staff. distances travelled, especially for air travel. We also found that Home-to-work travel represents 10% these distances had been underestimated inBusiness the data used travel in accountsCommuting for to 90%work of transport-related GHG emissions,

2017/18. and corrected these figures. of transport-related12 GHG million emissions, km per year is the total for commuting to and from or 259 tCO2eq or 2,468 tCO (1)eq (2) Breakdown of business trips by type of transport in 2018/19: work2 within the reporting scope , but it’s not possible to break down this metric further into a realistic kilometer per (km/year) 2018/19 2017/18 2016/17 2015/16 2014/15 employee. Plane 51.3% 49.6% 40% 37% 18% Train 38.0% 32.5% 42% 44% 51% Wavestone’s employees are encouraged to use public Public transport 1.9% 7.8% 3%(1) 9% 17% transportation to commute to work. The table below shows Cars 8.8% 10% 14% 10% 14% the transport choices made by our employees in the fiscal o/w employee year: cars 5.5% 7.9% 8.5% 9.4% 11% o/w rental cars 1.2% 0.4% 0.1% 0.2% 1% o/w taxis 2.1% 1.7% 5.9% 1.4% 2%

(1) This percentage is underestimated due to a lack of data for Kurt Salmon’s European activities. The data from the ERP is not granular enough. In future, precise start and end points will need to be put into the management tool to account for all distances travelled. Travel by public transport Travel by personal vehicles Wavestone has adopted a two-pronged strategy to reduce (underground and overground) (car and motorcycle) the environmental impact of business trips within the context of its international expansion strategy, namely by: 11.25 million 795,000 1. Limiting business trips by using audio and videoconferencing km km systems: Wavestone’s meeting rooms are equipped with remote conferencing systems that are used mainly for in-house discussions between the firm’s various sites.

12 million of kilometers

(1) The distance travelled by car by employees is calculated based on mailing codes for those with either car or motorbike parking spaces. Public transport use is estimated according to the tickets declared by employees. How average distances using public transport in Paris are calculated has changed since the regional travel pass system is no longer divided into transportation zones. This means that estimates are less accurate than in previous years. (2) The public transport data we have covers 88.9% of staff and the private car data 81.9%.

The distance covered for business travel by all Wavestone collaborators represents trips 434 round-the-world trips

Category Indicators/staˆng 2018/19 2014/15

Oˆce waste Number of plastic bottles per collaborator (Average weight of an empty bottle: 30 g) 737 937

Energy consumption Number of operating hours of the Eiel Tower per collaborator (heating, air conditioning, elevators, lights) 1h48 3h54

Water consumption Number of showers per collaborator (55 L on average per shower) 65 138

Paper consumption Number of sheets used per employee (A4 sheet of 4.98 g) 969 2,063

Greenhouse gas emissions Number of cars per year per collaborator (Use of an "average" car covering 17,423 km during one year) 0.56 0.47

Distance traveled Number of Paris - New York trips per collaborator (Distance Paris - New York: 5,837 km) 1.6 1.8 REGISTRATION DOCUMENT 2018/19 Office waste Final energy consumption (persq.m) Paper consumption transportation % ofemployees commuting by public Business flightsasapercentage Total distance traveled for business trips Greenhouse gasemissions employee Final energy consumption per Water consumption (1) 2017/18indicatorsadjustedinlinewithstandardizationofdatainputmethodologies. of business trips scope) reporting the (within Theme-based indicators 1. Appendices Geneva. York New and Luxembourg, London, in common very also is Teleworking commuting. to reduce order in offices French Group’s the of all in to employees available been has teleworking 10/01/16, Since p.m. 10 after home traveling employees for reimbursed are VTCs and taxis Exceptionally, (car &motorbike) (% km)

Public transportation Own vehicles Summary of Wavestone’s environmental performance indicators over the past 5years past over the indicators performance environmental Wavestone’s of Summary

2018/19 93.4% 6.6%

2017/18 92% 8% 2016/17 92% 8% 2018/19 244.4 20.58 5,623 1,368 2015/16 4.83 3.58 93% 1.08 51% 86% 14% 2014/15 2017/18 86% 14% 6,265 300.8 50% 20.53 1.23 1,569 3.38 92% 5.8 (1) (1) (1)

specifications, as well as printing paper purchases. paper printing as as well specifications, requirement incorporated has been into printing-services this 2012, Since paper. recycled 100% or certified) PEFC or (FSC forests sustainably-managed from pulp from made paper uses only firm the impact, To this minimize consumed. limited indirect impact through the amount of paper a has However, Wavestone biodiversity. on impact significant or direct have no activities Company’s The areas. biodiversity high- or protected in situated are sites Wavestone’s of None 3.3.5. 2016/17 3,231 251.3 2,110 40% 4.73 92% 22.2 0.9 5.8

Protection of biodiversity biodiversity of Protection 2015/16 250.9 4,716 1,702 86% 28.7 7.34 37% 8.7 1.1 2014/15 300.0 4,752 1,942 86% 7.09 27.8 18% 0.9 9.6 kWh/headcount km/headcount m kg/headcount kg/headcount % oftotal km % oftotal km kWh/sq. m 3 workforce t.CO /headcount traveled traveled Unit 2 eq/ yr-on-yr change +0.2% -10% -16% -19% -13% -12% +6% +3% +2% % change 5 years +133% +20% -30% +10% -36% -62% -24% -52% +21% over %

Energy consumption Electricity Energy consumption for heat production consumption for cold production

1.28 1.73 1.22 GWh GWh GWh

4.24 GWh

1,368 kWh 2 244 kWh/m /collaborator

GHG emissions from business travel GHG emissions GHG emissions from commuting GHG emissions from commuting GHG emissions from by train and public transport from business travel in rental by public transport by personal vehicle business travel by air (overground and underground) or personal vehicles or taxis (underground and overground) (car and motorcycle)

75% 1% 14% 2.5% 7.5% of emissions of emissions of emissions of emissions of emissions or 2,055 or 26 or 386 or 64 or 195

tCO2eq tCO2eq tCO2eq tCO2eq tCO2eq

Home-to-work travel represents 10% Business travel accounts for 90% of transport-related GHG emissions,

of transport-related GHG emissions, or 259 tCO2eq

or 2,468 tCO2eq

Travel by public transport Travel by personal vehicles (underground and overground) (car and motorcycle)

11.25 million 795,000 km km

12 million of kilometers

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01

The distance covered for business travel by all Wavestone collaborators represents trips 434 round-the-world trips 124 - 125

2. Environmental performance indicators: five-year summary table

Category Indicators/staˆng 2018/19 2014/15

Oˆce waste Number of plastic bottles per collaborator (Average weight of an empty bottle: 30 g) 737 937

Energy consumption Number of operating hours of the Eiel Tower per collaborator (heating, air conditioning, elevators, lights) 1h48 3h54

Water consumption Number of showers per collaborator (55 L on average per shower) 65 138

Paper consumption Number of sheets used per employee (A4 sheet of 4.98 g) 969 2,063

Greenhouse gas emissions Number of cars per year per collaborator (Use of an "average" car covering 17,423 km during one year) 0.56 0.47

Distance traveled Number of Paris - New York trips per collaborator (Distance Paris - New York: 5,837 km) 1.6 1.8 REGISTRATION DOCUMENT 2018/19 management b) Pollutionandwaste a) General policy Decree 2012-557, Article1,para. 2 column). by Wavestone” taken “Actions the in (see details activities Wavestone’s given irrelevant considered was below) gray (in information Certain transparency. environmental and social corporate, concerning obligation to the relative 04/24/12 dated no. 2012-557 decree implementing and report this in presented information the between cross-reference the shows table following The 3. resources c) Sustainableuse of d) Climate change e) Protection ofbiodiversity and Article 225 of the Grenelle II Law II Grenelle the of and Article 225 Environmental reporting appendix – Cross-reference table between Wavestone data Company inthecontextofanongoingdispute is unlikelytocauseanyseriousdamagethe environmental risks,providedthatsuchinformation The amountofprovisionsandguaranteesfor and pollution Measures employedtopreventenvironmentalrisks Measures takentoprevent,reduceorremedy of pollutionspecifictotheGroup’sactivity Management ofnoisepollutionandanyotherkind eliminate waste Measures beingcarriedouttoprevent,recycleand harm theenvironment releases intotheair,waterorsoilthatseriously Organization Land use energy energy efficiency,andrecoursetorenewable Energy consumptionmeasurestakentoimprove to optimizetheiruse Consumption ofrawmaterialsandmeasurestaken local restrictions Water consumptionandsupplyinaccordancewith Adaptation totheconsequencesofclimatechange Greenhouse gasemissions environmental assessmentandcertification issues intoaccountand,wherenecessary, environmental trainingandprotection Measures carriedouttoensureemployeeaccess initiatives biodiversity Measures takentopreserveand/or develop of the Company to take environmental

Actions taken by Wavestone guarantees forenvironmentalrisk Wavestone didnotwriteanyprovisionsor pollution, soiluse,etc.) (releases intotheair,waterorsoil,noise environmental riskorcausemajorpollution material nature,theydonotpresentanyhigh Since Wavestone’sactivitiesarenotofa noise pollution material naturetheyarenotasourceofmajor Because Wavestone’sactivitiesarenotofa Paragraph 3.3.2 pollution, soiluse,etc.) (releases intotheair,waterorsoil,noise environmental riskorcausemajorpollution material nature,theydonotpresentanyhigh Since Wavestone’sactivitiesarenotofa already urbanizedareas In addition,Wavestone’spremisesarelocatedin environmental riskorcausemajorsoilpollution. material nature,theydonotpresentanyhigh Since Wavestone’sactivitiesarenotofa Paragraph 3.3.32) Paragraph 3.3.31) Paragraph 3.3.33) Paragraph 3.3.11) Paragraph 2.1 by theconsequencesofclimatechange material nature,theyarenotdirectlyimpacted Since Wavestone’sactivitiesarenotofa Paragraph 3.3.4 Paragraph 3.3.5

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 126 - 127

3.4. Information concerning societal commitments

3.4.1. Relations between persons or organizations with an interest in the Company’s activities

1) Partnership and sponsorship initiatives to support projects that create value for society to which Wavestone contributed expertise

As of 2018/19 and in keeping with the Wavestone 2021 strategic plan, the Company spends more time supporting organizations with a civic mission:

Performance Performance 2021 objective at 03/31/18 at 03/31/19 Devote 1% of the firm’s time to supporting organizations with a civic mission Approximately 0.16%(1) 0.24% (1) Figure revised based on a new calculation basis.

Wavestone wants to increase the many forms of skills Following the success of the first three Powerdays, the event sponsorship to achieve this objective: will be an annual occurrence. The next edition will take place on 08/30/19 and will aim to mobilize 1,500 employees. Powerday is Wavestone’s global solidarity day organized once a year to give our people the opportunity to take part Pro bono consulting and advice for community groups in a voluntary project. Examples of partnerships include: Staff members wishing to volunteer can lend their support to Ashoka the charitable association of their choice either by taking part in skills-based sponsorship programs or manual projects. In 2017, Wavestone began a trial partnership with international Powerday helps to sponsor several associations committed NGO Ashoka as part of the latter’s “ShareIT” program. This to a variety of causes, such as the environment, health and program, which combines technology, entrepreneurship and disabilities, child welfare, social and professional integration, social commitment, aims to encourage the development of education and citizenship, sports & culture. innovative digital projects with a positive social impact (Tech for Good). Buoyed by the initial success of the program, we All of the associations supported by Wavestone are required stepped up the partnership in 2018/19 and rolled out skill- to respect the Company’s CSR commitments and notably based sponsorship by offering two employees the opportunity carry out an audit and/or control ensuring the ethics, financial to join the program full-time over a period of several months. transparency and quality of their governance. Wavestone consultants took on an engagement for Signes de More than 1,000 employees from all our offices worldwide sens, an organization working to promote equal access to took part in 100 or so projects in the third Powerday, held on education and culture for the deaf and hard of hearing. The​ 08/31/18. engagement focused on developing a web browser extension Some of the 2018 Powerday projects include: for Elix, a collaborative online sign language dictionary. • forest clean-up workshops in the Paris region; Vendredi • social solidarity craftwork workshops in Lyon; • learning how best to sort and recycle cigarette butt litter in Wavestone partners Vendredi, which gives three interns the Marseille; opportunity to work one day a week for an NGO or other • textile sorting in Switzerland; voluntary group. The purpose of the initiative is to create a • introduction to surfing for young people with disabilities in link between voluntary groups in the business world through the Nantes region; skills sharing. • drafting the strategic plan for Croix-Rouge Insertion in Paris. REGISTRATION DOCUMENT 2018/19 “ to the support its lent has Wavestone 2018, February Since d’Auteuil Apprentis professional projects. their building on guidance gave them and program Bachelor’s 3-year their throughout Institute the from students sponsored employees Wavestone’s 80 around 2018/19, In bodies. governing its on participation and Institute the of profile the raising selection, ayear), student 7events (around visits company workshops, career by way conferences, of integration support at various levels: student-sponsorship, vocational its lends Wavestone Institute, Villebon the of founder As EDHEC. and Polytech métiers, et Arts EPITA, AgroParisTech, as: such colleges, engineering in enrolled or level to Master’s on went students of94% 2016, Since students. of classes three first the of 2018, and 2017 2016, in graduation, the by confirmed was 2012, in label (IDEFI) Education Innovative in Excellence the awarded approach, educational this of success The Technology”. and “Science in degree to aBachelor leads and students forty to around limited is class year. Each each in graduates 40 around with graduated, now have classes Three • • • scientificstudies: extensive and education of forms highest to the access widen to is goal Institute’s Villebon The players. socio-economic education bodies (business schools and universities) and higher ParisTech by the Foundation, supported is initiative TrainingCharpak Institute since This 2012. socially-responsible -Georges Villebon the of asponsor been has Wavestone Villebon – Georges Charpak Institute area aspecific in others support and help to hours, working of outside or during Mentoring, L’Ouvre Boite Paris Boite L’Ouvre methods in the university environment. teaching innovative and practices best by spreading mode; project in work team fostering approach interdisciplinary and experimental an by deploying disability; of form some have 16% and studies technology from 30% scholarships, on are these of 70% system. educational mainstream the in excel not do but promise show students the All students. for diversity intellectual and cultural social, by promoting ”. ”. L'Ouvre Boite L'Ouvre is a project designed to designed a project is “ the in students supervised employees our of one example, for 2018/19, In groups. different for assignments three completed has Wavestone partnership, the of inception the Since skills-based sponsorship. through contribute like Wavestone, companies, partner in staff economy, supervised by professional consultants. Professional solidarity and social the in organizations for bono pro to consult students to train program engagement community anovel in 2017 in started Alter’Actions with partnership Our Alter’Actions ground. the off project their get them to help entrepreneurs young to ear alistening and support to provide is objective Their 2years. for mentors to be chosen were initiative Shake’Up the of amember and employee Wavestone one instance, this In etc.). area, urban disadvantaged in a living qualifications, of lack unemployment, (long-term exclusion professional and social of cases specific with faced are who but business, their up starting in courage and creativity initiative, innovation, show who to 25 18 aged entrepreneurs young support “ accident, a skiing after paraplegic left was who Jérémiasz, projects by continuing to lend their support. their to lend by continuing projects sponsors had contributed to the Wavestone Foundation’s 36 year, fiscal the During Company. the of employee by an sponsored is by Wavestone monitored project Every Asia. and Africa in part most the for projects, youth-work 128 than more financed and backed has Foundation the creation, its Since development projects. long-term developing on focused is Foundation The deprivation. extreme and poverty child combating at aimed actions developing, or to, support lending by abroad and France in actions humanitarian out carrying of purposes the for 5years, of aperiod for 2019 in extended and 2009, in created was Foundation Corporate Wavestone The The Wavestone Corporate Foundation funds. raising ways of into look and country the around impact its expand and consolidate to campaign advertising an with help wanted group The lives. their to rebuild accident an following disabled are Comme les Autres les Comme Comme les Autres les Comme ” provides help and support to people who who to people support and help ” provides ” organization. Formed by Michaël by Michaël Formed ” organization. > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 128 - 129

In 2018/19, 14 projects were financed by the Foundation. In A deep and lasting commitment to raising public awareness March 2019, 18 new projects were selected by the Foundation's about the importance of online security Board of Directors following a new call for projects. In fiscal 2018/19, Wavestone continued to strengthen The Charter of the Foundation and all previous-year activity information system protection measures through a number reports are available on the Foundation’s website: of initiatives to make the general public more aware of the www.fondation-wavestone.fr. threats to cybersecurity and how to stay secure in the digital space. In fiscal 2018/19, Wavestone donated €197,500 to charitable organizations (excluding Powerday). The foundation also paid We continued our partnership, active since 2015, with Hack out €66,200 to groups working with disadvantaged children. Academy and its awareness raising platform.

2) Actions taken with respect to employment The Company is also involved in putting together a digital and professional integration security holiday activity book for 7-11 year olds, with ISSA France, called “les As du Web”, sponsored by the Secretary As a responsible employer, Wavestone pays particular of State for Digital Affairs. attention to its social footprint Wavestone also shot its first – playful – video with Wavestone In 2018/19, close to 8,000 applicants from various sourcing staff to make the general public aware of password security. channels (relationships with educational establishments, The video was uploaded in October 2018 and is set to be candidate-referral campaigns, recruitment events and followed by others exploring cybersecurity topics. spontaneous applications) were interviewed by Wavestone in France. Free, open-source cybersecurity for all

The objective of this proactive partnership policy is to lend Wavestone regularly develops software to facilitate certain support to students in their personal and professional types of activity or to demonstrate feasibility, especially when development throughout their studies: it comes to cyber security: platform to hack into passwords, • professional, via the transmission of knowledge and savoir- exploiting vulnerabilities in some technologies, looking into faire inherent in consulting jobs (project management, indicators of compromise if an attack is suspected, amongst client relationship management); and others. We pick out the software that could prove useful to • personal, by providing a variety of career coaching other cybersecurity operators and make it available on the programs. web free of charge. The source code is also distributed under free license so that the software can be improved by other There were over 150 on-campus initiatives in 2018/19: CV/ coders. Several of these software packages were updated in cover-letter workshops, talks by members of the Company’s fiscal 2018/19 to add more features and broaden their alumni, attendance at educational meetings, organization of application. conferences, round tables and course modules, etc. Broad engagement across the board On an educational level, the Company also maintains strong relations with the careers services and faculty bodies of its This year, Wavestone was also active in the work of public target schools. policy think tank on cyber threats and the resilience of our economy and society as a whole to mounting 3) Raising awareness of IT security issues and large-scale cyber threats. We worked for nine months in IT security has risen to the top of the Company’s agenda and the role of rapporteur with businesses and universities. is vital to our core business. We reaffirmed our commitment Published in November 2018, the report (in French) to working to reinforce IT security in the long term during this “Cybermenace : avis de tempête” (translated loosely as past year. “Cyber threats: storm warning”) posits thirteen practical proposals. The focus is on cooperation and solidarity and the need for a global and coordinated response by governments. REGISTRATION DOCUMENT 2018/19 Conduct our activities based on a clear and responsible policy regarding regarding policy responsible and aclear on based activities our Conduct application its in employees all train and advice of charter aresponsible up Draw clients our and missions our of choice the 2021 objectives • • stakeholders: social and civic economic, financial, its of all guarantees firm the such, As environment. its in player a responsible as itself conduct and partner atrusted to be aims Wavestone 3.5. contract. the awarded was Wavestone mobility. alternative and sustainable soft, promote to (EAB) bicycles electric for offer rental term long- B2C anew of launch and development the for contract service a public to award authority by a local tenders for call a was 2018/19, fiscal in area, this in engagements consulting the of One models. business responsible and sustainable efficient, more towards transformation their in customers its to supporting committed is Wavestone addition, In policy. this to expand learned lessons the on build We will project. atransformation of management and oversight and project, adigital search, supplier as such engagements, of types several on consulting responsible trial we will 2019/20, In goal. this to achieving vital are resources and training right The areas. subject all across and offices, and excellence of centers our all in employees all for position default the consulting responsible to make wants Wavestone seriously. business our of impacts social and economic regional, the we take At Wavestone, 3.4.2. cyberspace. astable of goals the towards to work to continue promise our through call the supports Wavestone issue. to the commitment our underlining further (IGF), Forum Governance Internet UNESCO the during by France launched Cyberspace” in Security Trust and for Call “Paris the signed We also responsible relations with our suppliers. chain; value the of to end end from data of protection compliance with transparency and ethics rules and the CSR information: economic responsibility

Company’s activities Company’s the of impact social and economic Regional, with an internal audit code of ethics. ethics. of code audit internal an with together up drawn was charter audit internal an addition, In published. and up drawn been have procedures a hundred than more and month every monitored are incidents financial secure processes and manage risk. IS, operational and to year fiscal 2018/19 the during tightened were controls internal Committee, Audit the of recommendation the On chaired directors. by independent Committee and Compensation Committee, both of whom are shareholders are respected. The board has an Audit minority the of interests the that ensures Board Supervisory the of composition the company, equity-controlled an is Wavestone As independent. 3are which of 4 men), and (2 women 6members of composed is Board Supervisory The Corporate Governance Code. MiddleNext the with unreservedly complies Wavestone Company the of functions Control and Management the between separation aclear ensure to Board aSupervisory and Board aManagement comprising structure management atwo-tier adopted has Wavestone Governance 3.5.1. to 2021: targets priority set and practice consultancy our into goals CSR we have built level, next to the To CSR take stakeholders. all for results positive to yield projects transformation mission-critical their in bodies public and corporates large guide and to inform responsibly to act we intend words, other In engaged. socially to be is goal Our

Transparency and ethics ethics and Transparency

at 03/31/18 Performance No charter No policy No at 03/31/19 Performance Charter being drafted drafted being Charter drafted being Policy > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 130 - 131

During the 2017/18 fiscal year, a new Risk-monitoring Whistleblowing system and the role of the Ethics Officers Committee (COPIL) was set up to oversee internal control, Our whistleblowing policy allows staff to raise concerns about internal audit and IS-risk. bribery, corruption and influence peddling. The system is also Anti-corruption code of conduct and guide open to third parties working on behalf of Wavestone.

Wavestone’s​ Management Board adopted the Anti-corruption Central to this policy is the appointment of Ethics Officers code of conduct published by MiddleNext in December 2017. representing all the firm’s functions. Their role is to review The code sets out the principles to be followed by all reports received from employees through internal audit to employees in the performance of their duties no matter what decide if there’s a case to answer, and monitor and oversee their job is or where they are based. It also applies to anybody any matters referred for investigation. acting on behalf of the firm. Ethics Officers also answer questions from employees or Wavestone also drafted it own in-house guide for staff based third-parties on issues related to fraud, corruption, conflicts on actual case studies. of interest and influence peddling.We ​ are arranging regular monthly Ethics Officers hours in 2019/20 to give employees the opportunity to discuss any concerns they have.

Commitment to business ethics training

Our CSR strategic plan includes the commitment by 2021:

Performance Performance 2021 objective at 03/31/18 at 03/31/19 Have trained 100% of employees (1) in business ethics No training Training being developed (1) Employees who have been with the Company for at least 1 year.

An initial business ethics module is under development. On 3.5.2. Data protection across the value chain completion of the module, participants will be able to: 1) Raising awareness of IT security issues • understand what fraud, corruption and influence peddling are; Wavestone’s core business is to assist its clients in the • know the sanctions that apply and their duties as an definition and implementation of their most critical projects. employee of the firm; As a result, the Company handles a lot of data entrusted by • know how to express their concerns or flag risky situations; its clients on a daily basis. As a trusted partner, Wavestone • recognize and avoid fraud and corruption risks and know has made data protection its priority. That is why, in recent what to do if faced with attempted bribery. years, the Group has reviewed and strengthened its information system protection measures to ensure maximum Fraud and tax evasion protection against the growing number of cyber threats. To Tax compliance is a central concern for Wavestone. We ensure prevent any incident that could have a significant impact on we are compliant with all laws in our host countries, that we the brand image, operations and financial health of its clients file our tax returns and pay all taxes due within the deadlines. but also Wavestone itself, a series of functional and technical measures have been implemented Group-wide. Each information system user thus has a key role to play in this prevention. REGISTRATION DOCUMENT 2018/19 Have trained 100% of employees of 100% trained Have (1) EmployeeswhohavebeenwiththeCompanyforatleast1year. 2021 objective and a higher spend with the sheltered sector. The new ESC is is ESC new The sector. sheltered the with spend ahigher and hires new for goodies green produced, locally to sourcing led buyers at aimed initiatives agenda, the on high To CSR keep France) criteria. in (Made community and etc.) foods, organic policy, waste (zero environmental etc.), people, older hiring companies companies, employment social sector, employment sheltered (the social meet that suppliers to select is aim Our • • by: selection supplier of part integral an criteria CSR to make intends Wavestone (see 3.3.3). level Group at standardized and implemented not were but processes, purchasing specific certain into integrated were societal) and/or social Until now, sustainable development criteria (environmental, • • areas: main two on focuses policy procurement responsible new This issues. CSR key embed to firm the for policy procurement anew drafting on work continued year, Wavestone fiscal 2018/19 the During procurement policy Social and environmental issues taken into account in the firm’s 3.5.3. plan: strategic CSR Wavestone’s in objective apriority by setting plan action its to strengthen decided has Company The • • measures: of number acertain implemented has Wavestone employees, its among awareness to raise order In specifications of calls for tender. for calls of specifications the with included to be appendix a CSR drafting France; for suppliers responsible of alist preparing buyers. internal for ethics of code a procurement of creation the suppliers; choosing when criteria CSR of integration the videos; awareness animated of aseries of creation Intranet; Company the on available and employees new to all distributed guide auser of creation

Responsible relations with our suppliers (1) in data protection data in

towards raising awareness of cybersecurity (see 3.4.1.3). cybersecurity of awareness raising towards contributes Group however, the that noted, be should It issues. safety and health by consumer concerned not is it services, corporate provides Wavestone Since Measures taken to promote consumer health and safety necessary to complete the project. is of expertise, area own its within fall does that skill specific a when particularly firms, specialist to other services its of part to subcontract on called be occasionally may Wavestone companies, to large services consulting its of part As Outsourcing law, etc. law, labor rights, to human relating obligations and laws French to subject and France in based are suppliers and partners Wavestone’s of bulk the that noted be should it Lastly, promote social progress and economic development. that efforts to pursuing initiative, improvement continuous its of part as and, standards ethics international meeting to committed is Wavestone (see 2.3), 2012 since Compact Global Nations United the of a signatory as addition, In Wavestone. for akey priority also is time on suppliers Paying year. upcoming the during charter aCSR to draft plans and criteria CSR on based providers and activities to select keen also • • Wavestone's good ISS practices; etc. practices; ISS good Wavestone's modules fore-learning new employees recalling confidentiality agreement signed by new recruits, Intranet; the on page dedicated Performance 70% of new hires new of 70% at 03/31/18 13% of employees of 13%

Performance at 03/31/19 86% of new hires new of 86% 71% of employees of 71%

> Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 132 - 133

4. Methodology note regarding Wavestone’s Wavestone’s HR Development Department is responsible for 2018/19 non-financial reporting defining and implementing the Company’s human resources strategy. The department is assisted mainly by a central team 4.1. Scope of consolidation and decentralized HR development teams. Unless stated otherwise, by default, the social and societal Social reporting and the monitoring of associated indicators information covers Wavestone’s entire consolidation scope. fall under the responsibility of a single dedicated contact Wavestone reporting scope therefore includes Wavestone SA within Wavestone’s HR Development Department, who is in (parent company) and its subsidiaries: charge of data consolidation at Group level. • Wavestone Advisors UK, Xceed Group (Holdings), Xceed Environmental data Group, Wavestone Consulting UK (offices in the United Kingdom); At the environmental level, Wavestone has worked with the • Wavestone Advisors Switzerland and Wavestone firm I Care & Consult since 2013. Wavestone SA conducted its Consulting Switzerland (offices in Switzerland); first carbon audit during the 1 fiscal year, using the Bilan • Wavestone Advisors (French offices); Carbone® approach developed by the French Environment • Wavestone US and Xceed (2007) (offices in the United and Energy Management Agency, ADEME. An environmental States); reporting procedure, in accordance with Articles 75 and 225 • Wavestone Luxembourg (office in Luxembourg); of Grenelle II, was also set up in 2012/13. • Wavestone Belgium (office in Belgium); The processing and analysis of environmental data is • Wavestone Advisors Morocco (Moroccan office); supervised by I Care & Consult. Data collection is monitored • Wavestone HK (office in Hong Kong); by a contact within Wavestone, in charge of gathering and • M3G (1), Metis Consulting (1) (French offices). consolidating all information from contributors identified in A different methodology, detailed in the environmental report the departments concerned (IT, Pay, etc.). (see 3.3), is used for environmental data. Societal data Economic data are both qualitative and quantitative. Societal reporting is mainly qualitative. It is overseen by Wavestone’s HR Development Department, working in 4.2. Reporting period tandem with the specific contributors in the various Most of the data provided in this report covers the 2018/19 departments. fiscal year ended 03/31/19. In exceptional cases which are Exclusions explicitly mentioned, the information covers the 2018 calendar year. In this report, Wavestone publishes qualitative and quantitative data on all the social, environmental and societal 4.3. Non-financial data collection sources and method themes required by Articles L.225-102-1 and R.225-104 of the French Commercial Code. Wavestone’s non-financial data is collected and consolidated at the Company’s head office. Data collection and Note, however, that in accordance with the “comply or consolidation is the responsibility of the head of HR explain” rule provided by law, information considered not development, under the supervision of the Chief Financial relevant and therefore not applicable to the Company because Officer. of its exclusively intellectual activity, is not included in this report. These exclusions mainly concern environmental 1) Data collection and consolidation information (see the “Cross-reference table: pursuant to Social data decree 2012-557 of 04/24/12 Grenelle II” in the Appendices) and societal information (actions to reduce food waste and Given the nature of Wavestone’s consulting activity, the social food precariousness, to protect animal welfare, and promote aspect of sustainable development is a major issue and key responsible, fair and sustainable nutrition). priority for the Company.

(1) Acquired in November 2018. REGISTRATION DOCUMENT 2018/19 third-party organization accredited by COFRAC under under by COFRAC accredited organization third-party Following our engagement by Wavestone as an independent To the Shareholders, 5. below. presented is report audit subsequent The year. fiscal 2018/19 the for information societal and environmental social, its to audit third-party, commissioned the firm Finexfi, a designated independent Wavestone 05/13/13, of order the and decree, implementing its Law, II Grenelle the of provisions regulatory new the Under External control analyzed. systematically are differences significant and years, previous from data with analysis comparative include checks These concerned. consistency checks are performed by the departments data completed, been has consolidation data Once the HR Department. to reports who manager CSR by the assessed initially is Data Internal control 4.4. website or on request at Wavestone’s registered office. registered Wavestone’s at request on or website Company’s the on available are which of points main the entity, by the used Framework”) “Reporting (the framework reporting the with accordance in prepared was Statement This indicators. key performance including policies, these of outcomes the as well as risks these to address place in policies the of presentation a risks, non-financial main the model, business Company’s the of adescription including regulations, and law applicable with accordance in Statement a preparing for responsible is Board Management The responsibility Entity’s of the French Commercial Code. R.225-105-1 and R.225-105 L.225-102-1, to Articles pursuant “Statement”), included in the Company’s management report, the (hereinafter 03/31/19 ended year fiscal the for information report on the consolidated statement of non-financial www.cofrac.fr at available (scope 3-1081 no. environmental information. and societal social, Company’s the on report The independent auditor’s limited assurance Control methods ), we submit our our ), we submit

• • Disclosures: the of fairness the and regulations the with Statement the of compliance the to assess us allows work Our responsible for drafting the Statement. individuals the with interviews three We conducted between 04/30/19 and 05/17/19. person/days six of average an over place took audit Our Standard on Assurance Engagements (ISAE) 3000. independent third-party organization, and with International by the engagement its of performance the for conditions standards applicable in France, which specify the terms and professional with accordance in work our We conducted work our of scope and Nature • • on: opinion an to express responsibility our not is It • • on: assurance, limited asubstantiated to express work our on based role, our is It Responsibility of the independent third party and regulations. with ethical rules, professional standards and applicable laws compliance to ensure procedures and policies documented including system control aquality have We also ethics. of code profession’s audit by the and Code Commercial French the of L.822-11-3 by Article defined is independence Our Independence and quality control relevance, completeness, reliability, neutrality, completeness, relevance, clarity, of terms in are Guidelines the appropriate how we assessed outcomes; their and risks these to address place in policies the as well as evasion, anti-tax and anti-corruption rights, human for respect on impacts the activity, to this related risks environmental and social principal the of presentation the consolidation, of scope the in included companies the all of activity the we reviewed regulations. compliance of products and services with applicable plan; evasion anti-tax and anti-corruption diligence, due the to regard with specifically regulations, and laws applicable other with compliance entity’s the risks (hereinafter the “Disclosures”). main the to address actions and indicators, performance key including applied, policies of outcomes the namely R.225 105 to Article pursuant disclosures the of fairness the Code; Commercial French the of R.225-105 Article of provisions the with Declaration the of compliance ‑ I(3) and II of the French Commercial Code, Code, Commercial French the of II and I(3) > Management Report • 2018/19 Management Board Report - Statement of non-financial performance 01 134 - 135

taking best practice in the industry into account where • we consulted documentary sources and conducted relevant; interviews to corroborate the qualitative information • we checked that the Statement covers each category of (actions and outcomes) that we considered most disclosure required under Article L.225-102-1 of the important; aforementioned Code, with respect to social and • we assessed the overall consistency of the Statement environmental matters, respect for human rights, anti- based on our knowledge and understanding of all the corruption and anti-tax evasion; companies included in the scope of consolidation. • we verified that the Statement describes the business We consider that through our work based on our professional model and the main risks related to the activity of all judgement we have obtained sufficient appropriate evidence entities within the consolidation scope, including, where to support the limited assurance conclusion expressed in the relevant and proportionate, the risks created by its business assurance report. A higher level of assurance would have relationships, products or services, as well as the policies, required more in-depth verification work. actions and outcomes, including key performance indicators; Due to the use of sampling techniques and other limitations • where relevant to the risks or policies presented, we inherent in the operation of any information and internal verified that the Statement presents the disclosures control system, the risk of not detecting a material required by Article R.225-105; misstatement in the Statement cannot be completely • we assessed the process for identifying and validating the eliminated. main risks; Comments on the disclosures • we investigated which internal control and risk management procedures are implemented by the entity; Quantitative social data are primarily derived from a single • we assessed the consistency of the outcomes and key group database, to which robust internal controls are applied. performance indicators selected in respect of the main Opinion risks and policies presented; • we checked that the Statement covers the consolidated Based on the procedures performed, no material scope, in other words, all the companies included in the misstatements have come to our attention that caused us to scope of consolidation as per Article L.233-16, within the believe that the Statement of non-financial information was limits specified in the Statement; not presented in accordance with applicable regulations and • the audit team reviewed the entity’s data collection process that the Disclosures, taken as a whole, are not truly and fairly to ensure comprehensive and fair Disclosures; presented, in accordance with the Reporting Framework.

For the key performance indicators and other quantitative Lyon, 05/17/19 results we considered most important, we implemented: • analytical procedures consisting in verifying the FINEXFI consistency of the data gathered and their correct Isabelle Lhoste consolidation; Partner • granular tests on samples that involved checking that definitions and procedures are correctly applied and reconciling the data with supporting documents. This was done on a selection of contributing entities (1) that cover 40 to 100% of the consolidated data from the key performance indicators and selected outcomes for these tests (2);

(1) Scope of social disclosures: global database; scope of environmental disclosures: Wavestones SA sites in Paris, Marseille, Nantes, Nanterre and Villeurbanne. (2) Employment, New Hires and Lay-offs, Health and Safety, Training, sustainable resource use (raw materials and energy), climate change, focus on business trips, social and charitable work. REGISTRATION DOCUMENT 2018/19 Average headcount Personnel (in thousandsof euros) years five last the in items other and results Company - Additional notes 2018/19 ManagementBoardReport (1) After thedivisionby 4oftheparvalue ofWavestone’s shares. Share capital Capital atyear-end Total payroll Number ofordinaryshares Social securityandsocialwelfarecontributions Revenues beforetax Operations andprofit/loss amortization andprovisions Profit/loss beforetax,profit-sharing,depreciation, Income tax Employee profit-sharing amortization and provisions depreciation, profit-sharing, tax, after Profit/loss Distributed earnings depreciation, amortizationandprovisions Profit/loss aftertaxandprofit-sharingbefore Earnings per share amortization and provisions depreciation, profit-sharing, tax, after Profit/loss Dividend paid 4,966,882 03/31/15 152,910 70,422 12,069 34,159 19,196 3,954 1,908 1,993 1,266 0.39 2.43 2.67 497 4,966,882 03/31/16 192,103 24,683 42,829 87,272 2,009 13,518 4,637 2,514 1,535 3.53 2.72 0.41 497 4,966,882 03/31/17 223,853 94,566 44,955 23,689 37,768 3,040 4,402 9,262 1,685 4.85 4.77 0.61 497 4,966,882 03/31/18 274,228 101,423 30,558 47,597 53,193 12,328 6,678 3,993 1,796 6.88 0.81 497 6.15 20,196,492 03/31/19 308,967 107,294 50,670 49,525 31,538 0.23 4,054 11,868 1,942 4,162 505 1.66 1.56 (1) > Management Report • Management Board Report – Trends 01

Management Board Report – Trends 136 - 137

For a description of recent trends and the outlook for the Company, please refer to the “Management Report - General Report” in section 1 of this document. REGISTRATION DOCUMENT 2018/19 CORPORATE GOVERNANCE REPORT 169 165 152 140

BOARD AND THE FINANCIAL STATEMENTS FOR THE 2018/19 FISCAL YEAR FISCAL 2018/19 STATEMENTS THE FOR FINANCIAL THE AND BOARD MANAGEMENT THE OF REPORT THE ON BOARD SUPERVISORY THE OF OBSERVATIONS ADDITIONAL INFORMATION CORPORATE OFFICER COMPENSATION MANAGEMENT AND CONTROL OF THE COMPANY THE OF CONTROL AND MANAGEMENT 02

138 - 139 REGISTRATION DOCUMENT 2018/19 • • • • Compensation Committee • • • Audit Committee • • • • • • Supervisory Board Management andcontroloftheCompany Wavestone is a French public limited company ( company limited public a French is Wavestone 1. • • Management Board follows: as is 03/31/19 ended year fiscal the for bodies governing the of composition The 05/27/19. on meeting its at Board Supervisory by the approved was report governance corporate the information, your For year. fiscal the for statements financial the on and Report Board Management the on Board Supervisory the of observations the as well as Code, Commercial French the of to L.225-37-5 L.225-37-3 Articles to in referred information the includes which 07/25/19, of Meeting Shareholders’ extraordinary and ordinary combined to the report governance corporate its present will Board Supervisory the Code, Commercial French the of L.225-68 Article with accordance In Mr. Jean-François Perret Dancoisne Mr. Michel Verdickt Marie-Ange Mrs. Mr. Rafaël Vivier Vivier Mr. Rafaël Dancoisne Mr. Michel Mrs. Marie-AngeMrs. Verdickt Mr. Benjamin Clément Vivier Mr. Rafaël Mrs. Sarah Lamigeon Perret Mr. Jean-François Marie-AngeMrs. Verdickt Dancoisne Mr. Michel Mr. Patrick Hirigoyen Imbert Mr. Pascal Presentation of governance the bodies

Member of the Compensation Committee Compensation the of Member Committee Compensation the of Member Chairman of the Compensation Committee Member of the Compensation Committee Member of the Audit Committee Audit the of Member Committee Audit the of Member Chairwoman of the Audit Committee Member of the Supervisory Board Member of the Supervisory Board Supervisory the of Member Employee representative member of the Supervisory Board Member of the Supervisory Board Supervisory the of Member Vice-Chairwoman of the Board Supervisory Chairman of the Supervisory Board Supervisory the of Chairman Member of the Management Board Chairman of the Management Board Management the of Chairman société anonyme société ) governed by a Management Board and a Supervisory Board. aSupervisory and Board by a Management ) governed > CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 140 - 141

1.1. Terms of office and positions exercised by Wavestone’s corporate officers during the fiscal year ended and over the past five years

Other terms of Date of first Date of end Main position Main position office and positions Other terms of appointment and of term of held within the held outside held in other office held over Name date of renewal office Company the Company companies the past five years Pascal Imbert 09/30/02 09/26/20 Chairman of Axway 09/26/08 the Management Director Board Wavestone 07/28/14 Consulting (effective as of Switzerland 09/26/14) Chairman and CEO Wavestone Belgium Director Wavestone Advisors Morocco CEO Wavestone Advisors Chairman Wavestone US Chairman Xceed Group Director/Chairman Xceed Group (Holdings) Director/Chairman Wavestone Consulting UK Director/Chairman Xceed (2007) Director/Chairman/ Treasurer FIH CEO Patrick Hirigoyen 09/30/02 09/26/20 Member of the Wavestone 09/26/08 Management CEO Board Wavestone Belgium 07/28/14 Director (effective as of Wavestone 09/26/14) Luxembourg B-class Director REGISTRATION DOCUMENT 2018/19 Name Michel Dancoisne Michel Verdickt Marie-Ange (Chairwoman of (Member of the the of (Member (Member of the the of (Member the of (Member the of (Member (Member of the the of (Member Chairwoman of Compensation Compensation appointment (Chairman of (Chairman of Date of first Committee) Committee) Committee) Committee) and date of 09/30/02 09/26/08 03/05/18 03/05/18 03/05/18 03/05/18 the Audit Audit the 09/26/12 07/20/16 07/20/16 07/20/16 07/28/14 07/26/18 07/26/18 07/26/18 07/11/14 renewal the SB) the the SB) the the SB) the (Vice- Audit Audit SB) SB) for the fiscal fiscal the for for the fiscal fiscal the for approve the the approve approve the the approve Date of end year ended ended year year ended ended year statements statements of term of 03/31/20 03/31/22 called to called called to called financial financial financial financial Meeting Meeting Meeting Meeting General General annual annual office Chairman of the the of Chairman the Supervisory Supervisory the held withinthe Chairwoman of Chairwoman of Member of the the of Member the of Member Member of the the of Member Compensation Compensation Main position Supervisory Committee Committee Committee Committee Company the Audit Audit the Board Board Board Audit Audit Vice- Main position the Company Independent held outside Advisor Other terms of office and positions heldin Supervisory Board Supervisory Board other companies Caphorn Invest Bonduelle SCA ABC Arbitrage Arbitrage ABC Member of the the of Member Member of the the of Member Interparfums Director Director office held over the Other terms of past five years

> CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 142 - 143

Date of first Other terms of appointment Main position Main position Other terms of office office held over and date of Date of end of held within the held outside and positions held in the past five Name renewal term of office Company the Company other companies years Jean-François 09/26/08 annual General Member of the Teknowlogy CVMP Conseil Pierre Audoin Perret 07/11/14 Meeting called Supervisory Group CEO Consultants to approve the Board (prev. CXP Vice-Chairman (Member of the Whoz SB) financial Member of the Group) of the statements for Director and Board Member Supervisory Board 07/28/14 Compensation the fiscal year Chairman of (Vice-Chairman Committee ended 03/31/22 the Strategic of the SB) Committee 03/05/18 (Member of the Compensation Committee) 07/26/18 (Member of the SB) Sarah Lamigeon 07/22/15 annual General Member of the Wavestone Meeting called Supervisory Non-voting to approve the Board member of the financial Communications Supervisory Board statements for Director (resigned on the fiscal year 07/22/15) ended 03/31/19 Rafaël Vivier 07/22/15 annual General Member of the Wit Associés EDHEC 07/20/16 Meeting called Supervisory Founding Head of the “Strategy (Member of the to approve the Board Partner Consulting Intensive financial Audit Member of the Consultor Track” program Committee) statements for Audit CEO the fiscal year 03/05/18 Committee ended 03/31/19 (Chairman of the Chairman of the Compensation Compensation Committee) Committee

Benjamin Clément 01/10/18 annual General Employee Private business Meeting called representative owned by individual to approve the member of the (“auto-entrepreneur” financial Supervisory status) statements for Board the fiscal year Head of ended 03/31/22 Communications

All corporate officers confirmed that in the past five years they The corporate officers declared that, to the best of their have not been: knowledge, there are: • convicted of fraud; • no potential conflicts of interest between the Board • involved in bankruptcy, receivership or liquidation members’ duties and their private interests and/or other proceedings in which the corporate officers acting in their obligations; capacity as members of the administrative, management • no family ties between any of the Company’s corporate and supervisory bodies, were convicted; officers. • incriminated and/or subject to sanctions by an official public statutory or regulatory authority. REGISTRATION DOCUMENT 2018/19 presented below. presented biographies their in shown as expertise, and skills extensive The members of the Supervisory Board were chosen for their • • • • • • members: following the of comprised is Board Supervisory The Board Supervisory the of Composition governance practices. corporate best the with to comply resolve Wavestone’s members to sit on the Supervisory Board, underscores functions, together with the appointment of independent The separation of the Company’s management and control this. way to achieve best by far, the was, Board) aSupervisory and Board aManagement (comprising structure a dual-board that showed experience Past functions. control and management Company’s the to separate Wavestone of interests best the in was it considered approval, change in corporate governance for the shareholders’ this submitted which Directors, of Board The 09/30/02. ordinary and extraordinary Shareholders’ Meeting of combined the at Board aSupervisory and Board Management a comprising structure governance corporate two-tier a adopted Wavestone that to note important is it all, of First 2.1. 2. Benjamin Clément: employee representative member. Rafaël Vivier: member; Sarah Lamigeon: member; Jean-François Perret: member; Marie-Ange Verdickt: Vice-Chairwoman; Dancoisne: Chairman; Michel Supervisory Board Supervisory by the out carried work the of organization and preparation the governing Conditions management and control bodies control and management General organization and composition of the companies. From 1998 to 2012, she was employed by employed was she to 2012, 1998 From companies. listed involving transactions financial and IPOs on notably working analysis, financial of head becoming before analyst a financial as initially 1990, in Euronext joined She 1987. in Marie-Ange Verdickt Marie-Ange 2002. in Board Supervisory the of Chairman as appointment his until co-chaired he which Wavestone, co-founded he 1990, In Board. Management Company’s the of member appointed was and Division Networks the of to Director promoted was Michel 1985, In management. general of head becoming then and operations commercial of charge in initially Télésystèmes, at business server database Questel the of creation the in participated he 1979, 1974. In in Bull CII-Honeywell at engineer asales to become on going before engineer, sales and a technical as Telecom, France Steria and the Investment Committee of the the of Committee Investment the and Steria Sopra- of Committee SCR to the contributes she addition, In SCA. Bonduelle and fund equity private Invest CapHorn the of Boards Supervisory the of amember is and Interparfums, and Arbitrage ABC of Directors of Board the on director a as serves currently Verdickt Marie-Ange Investment). Responsible (Socially SRI and Research of Director as then and stocks, mid-cap European and French in specialized Financière de l’Echiquier de Financière Petits Frères des Pauvres des Frères Petits Michel Dancoisne Michel Board Supervisory the of members the of Biographies d’Electronique et du Numérique du et d’Electronique joined Télésystèmes, a subsidiary of a subsidiary Télésystèmes, joined he 1971, In school. business HEC the from MBA Executive an obtained and Studies) Digital and Electronic for Institute graduated from the the from graduated 03/13/47, on Dancoisne Born Michel controller for the Wang computer group group computer Wang the for controller she became1984, a management in Deloitte-Touche at auditor an as out starting After (SFAF). Analysts Financial member of the French Society of graduated from the from graduated Verdickt Marie-Ange 10/24/62, on Born Commerce de Bordeaux de Commerce . , first as an equity fund manager manager fund equity an as , first Ecole Supérieure de de Supérieure Ecole Institut Supérieur Supérieur Institut Fondation des des Fondation and is a is and (Higher > CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 144 - 145

Jean-François Perret Rafaël Vivier

Born on 06/05/42, Jean-François Perret Born on 08/27/75, Rafaël Vivier graduated graduated from the National Institute for from the EDHEC business school and is an Electrical engineering, Electronics, HEC-certified coach. He began his career Computer science, Fluid mechanics & in 1999 working as a consulting partner for Telecommunications and Networks of the recruitment agency, Michael Page in Toulouse (ENSEEIHT) and from the Paris. In 2001, he moved to the strategic Business Administration Institute (IAE) in consulting firm, Achats Masaï, to take up Paris. In 1967, he joined Société Anonyme de Télécommunications the position of consultant and then Manager. In 2006, Rafaël (SAT) as a design engineer, before becoming a business Vivier joined the Roland Berger firm as an industry specialist, engineer at ELECMA (the electronics division of SNECMA) just focusing on the automotive and aeronautical sectors in two years later. particular. In 2008, after gaining experience on the Management In 1970, he was appointed head of the Information Technology Board of Adecco France, he founded and is currently a Partner delegation formed by the French Prime Minister’s office and was at Wit Associés, a Human Resources consulting firm specialized part of a research group tasked with analyzing the emergence of in high-growth sectors, mainly in the sector the software industry and strategic planning, with a view to and for large listed groups. In 2011, he created consultor.fr, an creating a European information technology industry (UNIDATA). on-line media network specialized in strategy consulting, now In 1974, he became Director of Economic and Financial Affairs of the main source of information on this sector. He is currently CEO the Department of Electronic and Information Technology of the Company. Industries (DIELI) within the French Ministry of Industry. Benjamin Clément In 1977, he joined Pierre Audoin Consultants (PAC) where he Born on 02/24/89, Benjamin Clément is a pursued his career as Deputy CEO, then CEO and ultimately graduate of Télécom Ecole de Chairman of the Management Board. During his term of office, Management. He joined Wavestone as a he helped establish PAC as a recognized leader in the consulting consultant in 2012, a position he held for sector, as well as the strategic and marketing research segments four years, during which time he carried of the software and IT services markets. He also played a key out most of his assignments in the role in PAC’s international development and in the merger transport sector in Paris, Brussels and between PAC and CXP in June 2014. Jean-François Perret is London. In 2016, he joined the Group’s communications team currently Director and Chairman of the Supervisory Board of the and now dedicates most of his time to improving Wavestone’s CXP Group, the European leader in analysis and consulting in image and reputation. He also contributes to the drafting of the field of digital software and services. He is also very active financial communication and employer-brand content. He was in the engineering community, particularly via the G9+ Institute appointed employee representative member of the Supervisory (digital think tank comprising members of 20 alumni Board in January 2018. Benjamin Clément also runs his own associations) and the ENSEEIHT association of engineers. corporate and sports event management company. Sarah Lamigeon Terms of office and positions of the members Born on 05/08/72, Sarah Lamigeon holds of the Supervisory Board a degree in Economic Sciences and a Master’s degree in European Studies from Details of the terms of office and positions held, as well as the the College of Europe in Belgium. She dates of appointment and renewal of terms of office, are began her professional career in 1997 as a provided in paragrah 1.1 “Terms of office and positions held Project Manager for the Erasmus Technical by corporate officers during the fiscal year ended and over Assistance Office at the European the past five years” of this report. Commission in Brussels. In 2000, she moved to Bath (UK) to join the communications department of Future PLC, a media group Duration of terms of office listed on the London Stock Exchange. A year later, she joined Members of the Supervisory Board are appointed for a Wavestone to develop the Company’s communications strategy. duration of 4 years. Today, as Director of Communications, she is responsible for developing Wavestone’s image and reputation. Sarah Lamigeon and her teams are also in charge of Wavestone’s financial reporting, as well as the Company’s recruitment and internal communication strategy. She is also Treasurer of the Wavestone Foundation for underprivileged children. REGISTRATION DOCUMENT 2018/19 Chairman of the Supervisory Board. Board. Supervisory the of Chairman Company’s Management Board and Michel Dancoisne, the the of Chairman became he 2002, In years. 12 of a period for Company the of development the oversaw he whom with Dancoisne, Michel with Wavestone co-founded he 1990, In 1988. in products, telecoms of a manufacturer Systems, Cirel joining before 1980, group) in the of part (now Télésystèmes company, services digital the of division R&D the with career his began He Technology). and Science √ X: Independencecriterionnotrespected. Born on 08/12/58, Pascal Imbert is a graduate of the the of a graduate is Imbert Pascal 08/12/58, on Born Pascal Imbert Board Management the of members the of Biographies • • members: following the of comprised is Board Management The Board Management the of Composition Vivier. Rafaël and Verdickt independent, Perret, namely: Jean-François Marie-Ange considered be can members) its of to 50% (equivalent 6 members its 3 of that concluded Board Supervisory The below: table the in provided are review this of results The functions. their up take they which on date the following period twelve-month the within acquired be must which each, shares Wavestone registered 150 least to at own obliged legally are members Board Supervisory shares Wavestone hold to Obligation Polytechnique and Télécom ParisTech Télécom and Polytechnique Benjamin Clément Benjamin Vivier Rafaël Sarah Lamigeon VerdicktMarie-Ange Perret Jean-François MiddleNext independence criteria Michel Dancoisne : Independence criterionrespected. Patrick Hirigoyen: Member. Pascal Chairman; Imbert: (the Paris Institute of of Institute Paris (the officer (either employee or a corporate present) past or Not an Ecole Ecole X X X √ √ √ client, supplier Not amajor or banker Bretagne Terms of office and positions of the members members the of positions and office of Terms September 2002. in Board Management the of member and CEO appointed being before division sales the developed he Sales, of Director as where, 1993 in Wavestone joined He technologies. software and computing services company specialized in new a INFI, with engineer abusiness as working career his began He consulting. of field the in experience extensive has and past five years” of this report. this of five years” past the over and ended year fiscal the during officers corporate by held positions and office of “Terms 1.1 paragraph in provided are held positions and office of terms the of Details of the Management Board degree from the the from degree engineering an holds Hirigoyen Patrick 08/06/63, on Born Hirigoyen Patrick 2011. since Axway developer software the of aDirector been has and midcaps, listed representing association French the MiddleNext, of Chairman as served Imbert Pascal to 2014, 2010 From members’ judgment. relationships likely to impair the independence of board family or contractual financial, significant any of absence the stipulate Code this in given criteria qualification independence director- The 2016. September in published Code Governance Corporate MiddleNext by the defined criteria the of basis the on members its of all of independence the reviewed Board Supervisory the 03/18/19, on convened meeting At the Independent members of the Supervisory Board √ √ √ √ √ √ (Higher National School of Telecommunications) shareholder reference Ecole Nationale Supérieure des Télécoms de de Télécoms des Supérieure Nationale Ecole Not a X √ √ √ √ √ corporate officer No family ties with another or reference shareholder √ √ √ √ √ √ Not aformer

auditor √ √ √ √ √ √ > CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 146 - 147

2.2. Information concerning the member of the Supervi- €1.5 billion. He left his position at the end of 2006 after sory Board whose appointment shall be put forward initiating a major transformation plan within the group. for the approval of the combined ordinary and In early 2009, he joined Netgem, a company listed on the extraordinary Shareholders’ Meeting of 07/25/19 NYSE Euronext exchange, which provides online television Christophe Aulnette solutions for telecom operators. During his four years as CEO, Christophe Aulnette transformed the Company by expanding French nationality it internationally, capturing many operator clients across all 5 57 years continents, while maintaining a high level of profitability.

In 2013, he became a director of the Netgem group and developed, starting in Singapore and now based in Paris, an investment and operational consulting activity for companies in the technology sector.

Main positions held outside of the Company Number of Wavestone shares held • Director of Netgem SA; • Chairman of NETIPTV SAS; As of 03/31/19, Christophe Aulnette did not hold any • Executive Chairman of Dathena Science Pte LTD; Wavestone shares. • Director of Sixon Holding SA; Furthermore, the Supervisory Board inform you that at its • Board Director of Locarise Pte Ltd; meeting of 05/27/19, the Supervisory Board voted on the • Member of the Supervisory Board of MBO Partenaires. independence of the candidate nominated for the position of new member of the Supervisory Board. On the same date, Other terms of office and positions held your Supervisory Board confirmed the candidate’s • N/A independence from Wavestone.

Other terms of office held in other companies 2.3. Diversity policy of the Supervisory Board, its over the past five years Committees and the Executive Committee (EXCOM) • Director of Netgem Singapore; • Director of Netgem Australia; Diversity policy within the Supervisory Board and its • Director of Netgem Mexico; Committees (Audit Committee and Compensation • Chairman of Netgem International and Netgem SA. Committee)

Guided by the interests of the Company and its shareholders Professional experience as a whole, the Supervisory Board ensures that its composition Christophe Aulnette, aged 57, is graduate of Telecom and that of its Committees (Audit Committee and ParisTech and has more than 25 years of experience in Compensation Committee) are diversified, to ensure dynamic managing and developing international companies in the and high-quality discussions. It regularly reviews the technology sector. appropriateness and relevance of their composition with In 1988, he joined Microsoft France, where he successively held regard to the key objectives of Wavestone’s strategy. the positions of sales engineer and Director of the Key Accounts The Supervisory Board assesses its composition based on the division. In 1998, he was appointed General Manager of Asia following four criteria: Business Development at Microsoft’s Asia-Pacific headquarters in , before being promoted to Chairman of South Asia. • Gender equality Based in Singapore, he was responsible for the operational The Board aims to maintain a balanced proportion of management of the seven subsidiaries in the region. In May 2001, women and men among its members. he was called back to France to take up the position of Chairman of Microsoft France, the group’s fifth largest subsidiary in the At present, the Board is comprised of three men - excluding world with more than €1.2 billion in revenue. the employee representative member - and two women. The Board is thus in compliance with its legal obligations. In March 2005, he was appointed Chairman of the Management Board of Altran Technologies, a listed company For the record, the employee representative member on with 16,000 employees in Europe and generating revenue of the Board is a man and the Audit Committee is chaired by a woman, Marie-Ange Verdickt. REGISTRATION DOCUMENT 2018/19 Company. monitoring of how the Management Board manages the permanent for responsible is Board Supervisory The Board Supervisory by the out carried work and Functioning 2.4. members. EXCOM of 15% only for accounted women At 03/31/19, by 2021. members EXCOM female of 30% of a target reaching of objective the itself set has Wavestone approach, CSR its of part As responsibility. greater of positions in including Company, the of levels all at represented are women that to ensure aims and men and women for pay equal promotes Wavestone executive Committees. the on particular in and management in men and women of representation balanced to the regard with particular a and non-discrimination diversityimplements policy, in Board Management the that ensures also Board The men and women of representation balanced the to regard with EXCOM the within policy Diversity • • • Board is 54. 54. is Board Supervisory the of members the of age average the and 76, and 30 between aged are members Board’s the 2018/19, In joined. recently have who those and Company the of knowledge historical with members between composition abalanced to maintain wishes Board The Committees. its and Board Supervisory the of members for spectrum age broad a maintain to intends and office of terms of duration the regarding regulations with compliance in is Wavestone Age balance growth, human resources, and CSR communication. external company, expanding an in management strategy market stock and financial market, services and consulting the cover, particular, in skills These Wavestone. facing serve to assess the development issues and challenges which skills, valuable of array an offer members Board’s The Complementarity of skills document). this of 2.2. (see section Board Supervisory the of member a as Aulnette Christophe of appointment the 07/25/19, ordinary and extraordinary Shareholders’ Meeting of combined to the approval for to present decided Board Supervisory the experience, of lack this to address order In reduced. been has Board the of dimension international the Mermet, Jean-Noël of resignation the Following International experience - Nationality Preparation and organization of work • • • • • • • • • • • • 03/31/19 included: ended year fiscal the during Board Supervisory by the with dealt items The statements. financial annual and interim Company’s the to approve called meetings Board Supervisory and Board to Management invited are Auditors Statutory The meetings. Board Supervisory all to attend invited are Board Supervisory the on representatives Committee Economic and Social meeting. Board Supervisory the of date the before week one approximately review for members to Board communicated are statements financial full-year and interim addition, In meeting. of notice the with sent always is agenda Board Supervisory The date. scheduled the of ahead week one approximately by post and mail by electronic convened are Meetings months. 12 of period amaximum over meetings two next the least at for set are dates meeting; Board Supervisory each at determined is schedule meeting Board Supervisory The 95%. of rate attendance an with 03/18/19) 01/30/19, 12/03/18, 09/18/18, 07/26/18, 07/02/18, (05/28/18, 7times met Board Supervisory the 03/31/19, ended year fiscal the During reports. analysis financial of form the in notably vital, or pertinent BoardSupervisory may request any information considered the meetings, its between business of course the during anytime at Moreover, duties. its to fulfill necessary considers it document any to provide Board Management the ask may year, and the during time any at necessary, deems it controls and audits many as conduct may Board Supervisory The monitoring the replacement of executive directors; executive of replacement the monitoring interest; of conflicts potential of review the status; independent members’ Board Supervisory of eligibility the of review the corporate officer’s compensation; reports; quarterly Board Management of review the development reports; international and growth external of review the Board; management forecasts presented by the Management Operational Committee; the of participation the with plan/budget action to the Management Board; sureties, guarantees endorsements, and pledges granted Board; Management by the presented program, buy-back share next the for proposition the of review the and program buy-back share current the of results the of review the Management Board; and consolidated financial statements and the report of the Company interim the of audit and review, verification the Management Board; and consolidated financial statements and the report of the Company full-year the of audit and review, verification the > CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 148 - 149

• compliance with the MiddleNext Corporate Governance Regarding its functioning and the work it carries out, the Audit Code (recommendations and points requiring vigilance); Committee follows the AMF working group recommendations • the amendment of the internal rules for the Supervisory for Audit Committees. Board; Without prejudice to the powers of the Board, the Audit • the Company’s policy with respect to equal pay and Committee is responsible in particular for the following tasks: professional opportunities; • monitoring the process of preparing financial information • the Company’s Corporate Social Responsibility (CSR) and, where appropriate, making recommendations to ensure strategy; its integrity; • the Company’s ethical charter; • monitoring the effectiveness of the internal control and risk • the association of management regarding capital and management systems and, where applicable, the internal compensation; audit, with regard to the procedures relating to the • the analysis of internal control and risk management preparation and processing of accounting and financial procedures in force within the Company; information, without prejudice to its independence; • self-assessment of the functioning and work of the • issuing its recommendation on the Statutory Auditors Supervisory Board; proposed for appointment by the annual General Meeting. • review of the implementation of the “Sapin 2” law; This recommendation is addressed to the Supervisory • review of the implementation of the GDPR; Board and is drawn up in accordance with applicable • choice of Statutory Auditors. regulations; it also issues a recommendation to the The members of the Management Board, the CFO, or any Supervisory Board when the renewal of the term of office of other person depending on the subject matter may attend all the Statutory Auditor(s) is envisaged under the conditions or part of the Supervisory Board meetings, at the discretion defined by applicable regulations; of the members of this Supervisory Board. • monitoring the performance by the Statutory Auditor of its engagement and taking into account the findings and Management Board representatives do not participate in conclusions of the French High Council of Statutory Auditors corporate officer compensation reviews. (Haut conseil du commissariat aux comptes) following the Draft minutes of Supervisory Board meetings are sent to all audits carried out in compliance with applicable regulations; members for approval before signature, which is generally • ensuring that the Statutory Auditor complies with the given at the next Supervisory Board meeting. conditions of independence in accordance with the terms and conditions laid down by applicable regulations; Assessment of the functioning and work • approving the provision of services other than the of the Supervisory Board certification of accounts in compliance with applicable regulations; Every year, the Supervisory Board conducts a self-assessment • reporting regularly to the Board on the performance of its survey to assess its functioning and the work it carries out. A duties. It also reports on the results of the engagement to formal assessment is carried out every 3 years. The last formal certify the accounts, how that engagement has contributed assessment was carried out by the Supervisory Board on to the integrity of financial reporting and the role it has 03/18/19. played in that process. It also informs the Board of any difficulties encountered as soon as possible. Committees Audit Committee’s meetings are held separately from Audit Committee Supervisory Board meetings and are chaired by Marie-Ange The Supervisory Board as a whole also functioned as the Verdickt, Chairwoman of the Audit Committee and Audit Committee until 07/20/16 when the Supervisory Board independent member of the Supervisory Board. decided to create an ad hoc Audit Committee separate from the Supervisory Board. The members of the Management Board, the CFO, or any other person depending on the subject matter may attend all The Committee has 3 members: Marie-Ange Verdickt, Michel or a part of the Audit Committee’s meetings, at the discretion Dancoisne and Rafaël Vivier. of the members of this Audit Committee.

It was formally noted that, given their professional experience, Statutory Auditors’ reports on the interim and annual Marie-Ange Verdickt and Rafaël Vivier meet the criteria of Company and consolidated financial statements, as well as independence and competence in accounting and/or financial reviews of Statutory Auditor independence and proposals for matters. the renewal of their mandate are discussed in the absence of the members of the Management Board. REGISTRATION DOCUMENT 2018/19 04/01/18. from effect with Committee aCompensation to create decided Board Supervisory the 03/05/18, on meeting At its Compensation Committee Committee. Audit the of recommendations the followed meetings, various its in Board, Supervisory The • • • • • • • • Committee included: Audit by the with dealt points main the meetings, these During 100%. of rate attendance an recorded and 03/04/19, and 01/28/19 11/30/18, 09/18/18, 05/25/18, on 5times met Committee Audit the 03/31/19, ended year fiscal the During content. their examining with tasked being Board Supervisory the meeting, Board Supervisory the of minutes to the appended and up drawn are meeting Committee Audit each of Minutes Company to take the necessary corrective measures. the asks Committee Audit the malfunction, or failure of event the In place. in are measures control and procedures appropriate the that to ensure by checking and particular, in risks more or one concerning procedures the of review in-depth an out by carrying as well as mapping, risk of wayby achieved notably is This effectiveness. their ensure to year every reviewed is procedures these of framework procedures in force within the Company; the general management risk and control internal the of and plan audit internal multi-year the of monitoring and analysis reports; Auditors’ Statutory and Officer Financial Chief the of examination the Board; Management by the prepared report financial interim the of audit and verification review, the Board; Management by the approved statements financial interim the of verification and review Auditor; Statutory anew of appointment the for tenders for call the of review the financing agreement implemented on 01/07/16; of part as attestation ratio leverage the certifying of consisted which statements, financial the of certification to the addition in aservice provided Auditors Statutory the that noted be should It independence. Auditors’ Statutory of review report; governance corporate the of review prepared by the Management Board; report financial annual the of audit and review, verification Meeting; General annual the for Board Management by the drafted documents and reports additional of review Statutory Auditors’ reports; and Officer Financial Chief the of examination Board; Management by the approved and presented 03/31/19 ended year fiscal the for statements financial consolidated and Company the of verification and review the • • • • • • • • • Compensation Committee included: by the with dealt points main the meetings, these During 100%. of rate attendance an recorded and 05/25/18, and 05/15/18 04/19/18, on 3times met Committee Compensation the 03/31/19, ended year fiscal the During Committee. said of members the of to each communicated are and Committee Compensation the of meeting each of up drawn are Minutes independent member of the Supervisory Board. Vivier, Chairman of the Compensation Committee and by Rafaël chaired are and meetings Board Supervisory from Compensation Committee’s meetings are held separately • • items: following to the respect recommendations and opinions to the Supervisory Board with make and review annual an out to carry is mission and under its responsibility, the Compensation Committee’s Board Supervisory the of powers to the prejudice Without accounting and/or financial matters. in competence and independence of criteria the meet Perret Jean-François and Vivier Rafaël Verdickt, Marie-Ange experience, professional their given that, noted formally was It Perret. Jean-François and Vivier Rafaël Dancoisne, Michel Verdickt, Marie-Ange 4members: has Committee The Committee. Supervisory Board, Audit Committee and Compensation the of members of compensation the of evolution the Supervisory Board; of Chairman the of compensation the for recommendation objectives; of achievement the evaluating of Management Board members’ compensation and method of portion variable the of allocation the for criteria the medium term; in Board Management the of compensation the of evolution Board; level of compensation of members of the Management Management Board; the of members of compensation the of analysis Board and related Committees; Supervisory the of to members paid to be compensation of allocation of terms and amount the of validation allocation of the Compensation Committee; ofappointment the Chairman; and the remuneration of the non-voting members. package among the members of the Supervisory Board, this of distribution the and Shareholders of Meeting General annual to the submitted to be Board Supervisory the for package remuneration the of amount the corporate officers; compensation and benefits components for executive > CORPORATE GOVERNANCE REPORT • Management and control of the Company 02 150 - 151

Internal rules Terms and conditions of shareholder participation at General Meetings Wavestone’s internal rules governing the Supervisory Board’s operating procedures cover the following aspects as The terms and conditions of shareholder participation at comprehensively as possible: General Meetings are described in Articles 25 to 34 of the Articles of Association. Role of the Supervisory Board • to perform its general role of exercising continuous controls; 3. Application of the MiddleNext Corporate • to verify the proper exercise of executive powers; Governance Code • to limit the powers of the Management Board; • to analyze the voting results of annual General Meetings; For its Corporate Governance Code, the Supervisory Board • to ensure the replacement of executive directors; adopted the MiddleNext Corporate Governance Code for • to review areas requiring careful monitoring. Small and Mid-cap Companies published in December 2009 and updated in September 2016. This Code is available on the Composition of the Supervisory Board and independence MiddleNext website: www.Middlenext.com. criteria for its members • conditions for appointment of members to the Supervisory This Code offers recommendations that companies choosing Board; to adopt the Code must comply with, and provides a list of • employee representative member of the Supervisory due diligence factors that the Supervisory Board has Board; reviewed. • independence of Supervisory Board’s members. In addition, the Supervisory Board has confirmed that Duties of the members of the Supervisory Board Wavestone has implemented all the recommendations of the • loyalty and compliance with laws and the Articles of MiddleNext Corporate Governance Code. Association; • secrecy; • diligence; • compliance with rules concerning trading in Company securities, including on insider information; • disclosure of conflicts of interest and duty to abstain.

Functioning of the Supervisory Board • frequency of Board meetings; • convocation of Board members; • information concerning Board members; • recourse to video-conferencing or other means of telecommunication; • deliberations of the Supervisory Board; • assessment of the work of the Supervisory Board.

The Supervisory Board, Audit Committee and Compensation Committee internal rules are available in full on the Company’s website: www.wavestone.com. REGISTRATION DOCUMENT 2018/19 year. In effect, part of the compensation due for one fiscal year is paid during the first months of the following fiscal year. fiscal following the of months first the during paid is year fiscal one for due compensation the of part effect, year. In fiscal the during paid actually compensation the and year, fiscal the of respect in due compensation the both shows table This Group. to the belonging companies the all from officers corporate by Wavestone’s received kinds all of benefits and compensation the details below table The officers. corporate Company’s the of to each year fiscal past the during paid kind, any of compensation of elements including compensation, total the presents section This 1. Corporate officercompensation Patrick Hirigoyen Pascal Imbert Management Board (in euros) (3) The compensation paidto Jean-NoëlMermetincludesthepayment ofthebalance duefor fiscal the2018/19 year of€960, following his resignation on06/13/18. reintegrated into Patrick Hirigoyen’s compensation package inthe form ofbenefits-in-kind. (2) Patrick Hirigoyen alsobenefitsfrom anunemployment insurance plan for company directors andmanagers. The charges related to thisplanare borne by the Company and way ofadjustment, thevariable compensation willbereduced duein2018/19 by thesameamount. (1) Note that for fiscal the2018/19 year, following amiscalculation, the variable compensation paid to Patrick Hirigoyen for the2017/18 fiscal year was overestimatedBy €1,421. by Benjamin Clément Jean-Noël Mermet Rafaël Vivier Sarah Lamigeon Nathalie Wright Marie-Ange Verdickt Michel Dancoisne Supervisory Board, Audit Committee andCompensation Committee Jean-François Perret Jean-François Perret Summary of compensation paid to corporate officers for fiscal years 2018/19 and 2017/18 and 2018/19 years fiscal for officers corporate to paid compensation of Summary Paid Due Paid Due Paid Due Paid Due Paid Due Paid Due Paid Due Paid Due Paid Due Paid Due

(3) [ [ Total kind Benefits-in- Compensation Total kind Compensation Benefits-in- (2)

(1) 202,970 50,546 50,546 197,184 197,184 197,184 197,184 197,184 35,429 35,429 83,415 83,415 Fixed 5,786 Gross annualcompensation nd Variable 30,275 35,730 30,275 30,275 37,027 37,027 10,362 6,708 2018/19 Attendence 28,000 24,000 22,000 32,000 16,000 10,800 12,000 11,000 11,000 17,233 2,411 fees 7,511 239,997 227,459 104,777 227,459 227,459 28,000 232,914 22,000 32,000 234,211 102,123 16,000 59,429 35,429 52 61,346 11,000 17,233 5,786 7,511 Total , 957 nd 0 0 0 168,408 168,408 169,020 169,020 168,408 82,562 82,562 67,503 67,503 171,301 51,055 51,055 Fixed 2,893 Gross annualcompensation nd Variable 63,674 63,894 63,674 10,362 46,132 46,132 48,017 9,537 2017/18 Attendence 22,000 18,685 11,000 11,000 11,000 11,000 17,233 16,123 8,082 6,551 2,411 fees 232,082 214,540 103,098 103,924 232,082 217,433 232,914 217,037 22,000 53,466 67,503 67,503 51,055 18,685 11,000 11,000 17,233 16,123 8,082 2,893 6,551 Total nd 0 0 > CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 152 - 153

• Adjustments to the compensation of members of the –– Variable compensation (bonuses) Management Board between 2017/18 and 2018/19 For Mr. Pascal Imbert, Chairman of the Management The compensation of members of the Management Board was Board, the variable compensation (bonus) component is adjusted in 2018/19 in line with the salary policy applied to all based on the differences between the targets budgeted of the Company’s employees. at the beginning of the fiscal year and the corresponding results actually achieved over the period. The value of This alignment concerns two aspects: a change in the the performance-related variable component (target compensation structure (fixed and variable) and a revaluation bonus) represented a gross an amount of €76,902 in of the variable component. 2018/19 (€56,330 gross in 2017/18). The variable –– Concerning the compensation structure: component (bonus) can range between 0% and 130% of this amount. This change has an impact on the fixed compensation component: 50% of the performance-related variable For Mr. Patrick Hirigoyen, member of the Management component for 2017/18 has been reintegrated into the Board, the variable compensation (bonus) component is fixed component for 2018/19. It should be noted that in based on the differences between the targets budgeted the past, all employees were guaranteed 50% of this at the beginning of the fiscal year and the corresponding variable component. results actually achieved over the period. The value of the performance-related variable component (target bonus) This change also has an impact on the variable represented a gross an amount of €76,902 in 2018/19 compensation component: the amount of this new (€56,136 gross in 2017/18). The variable component performance-related variable component is identical to (bonus) can range between 0 and 130% of this amount. the previous one, but it varies from 0 to 130%, whereas previously it could vary from 50 to 200%. Information on the calculation of the variable compensation (bonus) –– Concerning the revaluation of the performance-related variable component: Variable compensation (bonus) is determined on the basis of the performance-related variable component The performance-related compensation package was (target bonus), to which two performance indices are reviewed, the main item impacted being the percentage applied, multiplied by each other: of variable component (from 29% to 39%), in accordance with the application of the Wavestone policy for senior >> A collective performance indicator (CPI): based on the executive compensation. achievement of budgetary objectives (operating income on ordinary activities and group share of net income, on –– Concerning the fixed portion of Patrick Hirigoyen’s a like-for-like basis compared to the previous fiscal year) compensation: and is adjusted upwards or downwards by the differences An adjustment was made to bring this fixed portion in between the objectives set at the beginning of the fiscal line with the fixed portion of Pascal Imbert’s year and the corresponding results actually achieved. compensation, representing an increase of 709 euros. The CPI can range from 0 to 130%. For the fiscal year in question, the CPI applicable to the members of the • Reminder of the compensation structure for members of Management Board stood at 78.74%. the Management Board, which was subject to an “ex-ante” vote at the annual General Meeting of Shareholders of >> An individual performance indicator (IPI), reviewed by 07/26/18. the Supervisory Board on the recommendation of the Compensation Committee. The review focuses on three –– Fixed compensation areas: The fixed compensation component is determined by –– the consistency of annual results with the objectives taking into account the level and difficulty of the officers’ of the 2021 strategic plan; responsibilities, their experience in the function and their –– the achievement of the main objectives set annually; seniority in the Company, as well as trends in and compensation policies applied by groups and companies –– the monitoring of the Company’s main management with similar business activities. indicators. REGISTRATION DOCUMENT 2018/19 • = Performance-related variable component (target bonus) bonus) (target component variable Performance-related = – – information Other – – category, the Great Place to Work Place Great the category, its in ranking GAIA annual Wavestone’s including criteria, CSR account into takes assessment This companies). to controlled (relating Code Commercial French the of 1 paragraph L.225-102-1, Article in to referred benefits in the summary table above. This includes compensation officers received any compensation other than that listed None of Wavestone’s executive directors or corporate FIH. from remuneration any receive not do officers corporate and executives Wavestone’s that specified is it Furthermore, capital. share Wavestone’s of 24.00% of control) exclusive and shareholding amajority retains Imbert (of Pascal by FIH which holding the to leading Company, the of control affecting without shares Wavestone of reclassification intra-group an out carried Imbert Pascal 03/29/19, on that recalled is It > Group’s compensation policy. the in out set criteria evaluation individual annual the to according weaknesses” some with result “satisfactory to a corresponds This 50%. at IPI the approved the Compensation Committee, the Board Supervisory of recommendation the on year, fiscal 2018/19 the For 0to 100%. from range can IPI year. The the over turnover > The calculation formula is as follows: follows: as is formula calculation The Variable compensation (bonus) (bonus) compensation Variable x CPI x IPI x CPI x ® ranking, and team

regulations in force. in regulations by required information the all give recommendations, AMF with accordance in prepared tables, following The – – – – – – gross an amount of €5,786 (see table above). (see table €5,786 of amount an gross plan for company directors and managers representing a insurance unemployment an from benefits who Hirigoyen Patrick of exception the with benefits-in-kind, any receive None of Wavestone’s executives or corporate officers Code. Commercial French the of L.225-79-1 Article form of supplementary retirement plan as defined under any from benefit not do officers corporate addition, In the French Commercial Code. of L.225-90-1 Article under defined as officers corporate Wavestone for duties in change or termination the bonus mechanism or deferred compensation relating to arrival or aseverance implemented not has Company The > CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 154 - 155

Compensation, options and shares granted to executive corporate officers (Table 1 of the AMF recommendations)

2018/19 2017/18 Gross annual compensation Gross annual compensation (in euros) Amounts due Amounts due Pascal Imbert, Chairman of the Board Compensation due for the fiscal year 227,459 232,914 Value of multi-year variable compensation n/a n/a granted during the fiscal year Value of options granted during the fiscal year n/a n/a Value of free shares granted during the fiscal n/a n/a year Total 227,459 232,914 Patrick Hirigoyen, member of the Board Compensation due for the fiscal year 227,459 232,082 Value of multi-year variable compensation n/a n/a granted during the fiscal year Value of options granted during the fiscal year n/a n/a Value of free shares granted during the fiscal 500,071 n/a year Total 727,530 232,082

Compensation paid to each executive corporate officer (Table 2 of the AMF recommendations)

2018/19 2017/18 Gross annual compensation Gross annual compensation

(in euros) Amounts paid Amounts due Amounts paid Amounts due Pascal Imbert, Chairman of the Board Fixed compensation 197,184 197,184 169,020 169,020 Variable compensation 35,730 30,275 48,017 63,894 Multi-year variable compensation n/a n/a n/a n/a Exceptional compensation n/a n/a n/a n/a Attendance fees n/a n/a n/a n/a Benefits-in-kind n/a n/a n/a n/a Total 232,914 227,459 217,037 232,914 Patrick Hirigoyen, member of the Board Fixed compensation 197,184 197,184 168,408 168,408 Variable compensation (1) 37,027 30,275 46,132 63,674 Multi-year variable compensation n/a n/a n/a n/a Exceptional compensation n/a n/a n/a n/a Attendance fees n/a n/a n/a n/a Benefits-in-kind 5,786 nd 2,893 n/a Total 239,997 227,459 217,433 232,082

(1) Note that for the 2018/19 fiscal year, following a miscalculation, the variable compensation paid to Patrick Hirigoyen was overestimated by €1,421. By way of adjustment, the variable compensation due in 2018/19 will be reduced by the same amount. REGISTRATION DOCUMENT 2018/19 company issuer andby any Group’s each corporate officer bythe during thefinancial year to Meeting of shareholders of charge by theGeneral Shares allocated free (Table 3 of the AMF recommendations) AMF the 3of (Table officers corporate by non-executive received compensation other and fees Attendance (1) Numberofshares after a4-for-1 stock split. recommendations) AMF the 6of (Table Attendance fees Jean-François Perret Other compensation Attendance fees Michel Dancoisne Total Patrick Hirigoyen Attendance fees Sarah Lamigeon Other compensation Attendance fees Nathalie Wright Other compensation Attendance fees Marie-Ange Verdickt Other compensation Other compensation Free shares allocated to corporate officers officers corporate to allocated shares Free Total Other compensation Attendance fees Benjamin Clément Other compensation Attendance fees Jean-Noël Mermet Other compensation Attendance fees Rafaël Vivier

People no. 13 Number and date of plan Plan Key

during the of shares financial Number granted Amounts paidfor thefiscal year year 11,836 11,836 (1) financial statements Valuation of shares the consolidated method usedfor according to the 500,071 500,071 250,906 2018/19 22,000 50,546 35,429 93,777 11,000 11,000 17,233 2,411 7,511 n/a n/a n/a n/a n/a n/a 0 Acquisition

07/02/18

price Amounts paidfor thefiscal year Availability 07/02/21 date Performance conditions 275,547 2017/18 92,098 67,503 18,685 51,055 11,000 11,000 8,082 16,123 Yes n/a n/a n/a n/a n/a n/a n/a n/a

> CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 156 - 157

Table showing the allocation of vested shares (Table 7 of the AMF recommendations)

Shares allocated free of charge that have become Number of shares available to each corporate that became available officer Number and date of plan during the year (1) Acquisition condition(2) Sarah Lamigeon OneFirm Share Plan 736 Yes Patrick Hirigoyen OneFirm Share Plan 736 Yes Patrick Hirigoyen Executive Plan no. 10 2,632 Yes Total 4,104

(1) Number of shares before a 4-for-1 stock split. (2) Performance and attendance conditions.

Record of free share allocations (Table 10 of the AMF recommendations)

Executive Executive Executive OneFirm Key People Plan dated Plan Plan Plan Share Plan Information on free shares granted 09/15/06 no. 5 no. 7 no. 10 Plan no. 13 (1) Date of the meeting 09/30/05 09/25/09 09/28/11 09/25/13 07/22/15 07/20/16

Date of the Management Board 09/15/06 10/15/10 07/02/12 07/01/15 01/28/16 07/02/18 Total number of free shares granted 27,840 45,540 7,499 13,160 111,136 71,036 Of which the number assigned to: Patrick Hirigoyen 9,280 7,590 0 2,632 736 11,836 Sarah Lamigeon 0 0 7,499 0 736 0 Date of acquisition of shares 09/15/09 07/15/13 07/02/15 07/01/18 06/28/18 07/02/21 End date of retention period 09/15/11 07/15/15 07/02/17 07/01/20 06/28/18 07/02/21 Number of shares subscribed at 03/31/19 27,840 37,950 7,499 13,160 87,346 0 Cumulative number of shares cancelled 0 7,590 0 0 23,790 0 or lapsed Number of free shares allocated and still 0 0 0 0 0 71,036 to be acquired at 03/31/19

(1) Number of shares after a 4-for-1 stock split.

Table 11 of the AMF recommendations

Indemnities or benefits due or likely to be due as Employment Supplementary a result of the termination Compensation relating to contract pension plan or change of functions a non-competition clause Executive Corporate officers Yes No Yes No Yes No Yes No Pascal Imbert Chairman of the X X X X Management Board Patrick Hirigoyen Member of the Executive X X X X Board - Chief Executive Officer REGISTRATION DOCUMENT 2018/19 Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Patrick Hirigoyen Sarah Lamigeon Patrick Hirigoyen Patrick Hirigoyen Sarah Lamigeon Sarah Lamigeon mandate. their of result as beneficiaries as qualify would officers corporate these which in by Wavestone implemented plan each of context the within functions, their of termination until to hold obliged are controls it companies the and of Wavestone officers corporate that shares registered of proportion the 25% at to fix decided Board Supervisory the 06/18/07, on meeting law, its at the with accordance in and Code Commercial French the of 4 paragraph II, L.225-97 and L.225-185 to Articles Pursuant 2.1. 2. • fiscal year: 2018/2019 the for to Wavestone applicable not is information following the recommendations, AMF with accordance In Sarah Lamigeon Executive directors recommendations); AMF the 4of (Table Group the in company andany by issuer the by officers corporate to executive year the during granted options purchase or subscription Other information relative to executive directors and corporate officers corporate and directors executive to relative information Other officers corporate and directors executive on Restrictions Transaction 02/26/19 02/25/19 10/04/18 10/08/18 02/19/19 10/03/18 12/05/18 09/27/18 09/27/18 12/07/18 12/07/18 10/14/18 10/01/18 10/19/18 12/10/18 10/17/18 date transaction Type of related to them, during the past fiscal year. fiscal past the during to them, related executive directors, senior managers, and persons closely by shares Company on out carried transactions the lists table following the force, in regulations and laws with accordance In 2.2. 12/30/06. of Law the of force into entry the after officers corporate these of benefit the for up set to plans applies only provision this that Note • • • Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale exercised by them (Table 9 of the AMF recommendations). AMF the 9of (Table by them exercised options and officers corporate or employees highest-paid ten to the granted options purchase or subscription recommendations); AMF the 8of (Table options purchase and to subscription related -information options purchase or subscription of allocations past of record recommendations); AMF the 5of (Table officers corporate by executive year the during exercised options purchase or subscription directors and their relatives their and directors Transactions on Company shares by executive Number of shares 6,000 8,500 8,500 1,056 1,056 5,615 5,615 1,262 1,262 1,011 1,011 500 500 650 650 584 584 489 947 338 676 676 476 476 223 223 474 474 Transaction share price €38.00 €29.00 €26.40 €28.90 €28.60 €35.08 €38.00 €36.25 €26.70 €37.30 €29.75 €27.95 €31.05 €33.10 €37.16 €31.13 > CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 158 - 159

3. Consultation among shareholders on the compensation of executives and corporate officers

3.1. Consultation on the compensation items paid or allocated during the 2018/19 fiscal year (“say on pay” ex-post vote – Resolutions 10 to 12 of the AGM on 07/25/19)

The fixed, variable and exceptional items making up the total compensation and benefits of any kind paid or granted in respect of the 2018/19 fiscal year, and presented below, will be submitted to the vote of the combined ordinary and extraordinary Shareholders’ Meeting of 07/25/19, in resolutions 10 (for Pascal Imbert), 11 (for Patrick Hirigoyen) and 12 (for Michel Dancoisne).

Items of compensation paid or granted to Pascal Imbert, Chairman of the Management Board in respect of the 2018/19 fiscal year, subject to the vote of the combined ordinary and extraordinary Shareholders’ Meeting of 07/25/19

Items of compensation due or granted in respect of the Amounts or book value fiscal year ended submitted to the vote Description The fixed compensation component is determined by taking into account the level and difficulty of the officers’ responsibilities, their Fixed compensation €197,184 experience in the function and their seniority in the Company, as well as trends in compensation policies applied by groups and companies with similar business activities. The variable compensation (bonus) component is based on the differences between the targets budgeted at the beginning of the fiscal year and the corresponding results actually achieved over the period. The value of the performance-related variable component (target bonus) came to a gross amount of €76,902 in 2018/19 Variable annual €30,275 (€56,330 gross in 2017/18). The variable component (bonus) can compensation paid range between 0 and 130% of this amount. On the proposal of the Compensation Committee and in accordance with the formula for calculating variable compensation (target bonus x CPI x IPI) defined above, he will receive 39.37% of the target bonus, representing an amount of €30,275. Multi-year variable n/a n/a compensation not yet paid Stock options, free shares or n/a n/a other grants of securities Non-recurring compensation n/a n/a Board and Committees’ n/a n/a compensation Value of benefits of all kinds n/a n/a REGISTRATION DOCUMENT 2018/19 Value of benefits of all kinds all of benefits of Value compensation Board and Committees’ Non-recurring compensation securities of grants other or shares free options, Stock yet paid not compensation Multi-year variable compensation paid Variable annual Fixed compensation fiscal year ended or granted inrespect of the Items of compensation due of 07/25/19 Meeting Shareholders’ extraordinary and ordinary combined the of vote the to subject year, the of fiscal respect 2018/19 in Board Management the of member and CEO Hirigoyen, Patrick to granted or paid compensation of Items €5,786 n/a n/a €500,071 n/a €30,275 €197,184 submitted to thevote Amounts orbookvalue package in the form of benefits-in-kind. of form the in package compensation his into reintegrated and Company by the borne are plan to this related charges The managers. and directors company for plan insurance unemployment an from benefits Hirigoyen Patrick n/a n/a above. 2.1 Table section in 6in provided is information This grant. initial the of date the on €500,071 at valued split), 4-for-1 stock a (after shares 11,836 representing 13, no. Plan Key People the under year, fiscal this during grant initial an received Hirigoyen Patrick n/a amount. same by the reduced be will 2018/19 in due bonus) (target compensation variable the way adjustment, of By by €1,421. overestimated was Hirigoyen to Patrick paid compensation variable the miscalculation, a following year, fiscal 2018/19 the for that Note amount of €30,275. an representing bonus, target the of 39.37% receive will he above, defined x IPI) x CPI bonus (target compensation variable calculating Compensation Committee and in accordance with the formula for the of proposal the On amount. this of 130% 0and between range can (bonus) component variable The 2017/18). in gross (€56,136 2018/19 in €76,902 of amount an agross represented bonus) (target component variable performance-related the of value The period. the over achieved actually results corresponding the and year fiscal the of beginning the at budgeted targets the between differences The variable compensation (bonus) component is based on the with similar business activities. companies and by groups applied policies compensation in trends as well as Company, the in seniority their and function the in experience their responsibilities, officers’ the of difficulty and level the account into taking by determined is component compensation fixed The Description > CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 160 - 161

Items of compensation paid or granted to Michel Dancoisne, Chairman of the Supervisory Board in respect of the 2018/19 fiscal year, subject to the vote of the combined ordinary and extraordinary Shareholders’ Meeting of 07/25/19

Items of compensation due or granted in respect of the Amounts or book value fiscal year ended submitted to the vote Description For the fiscal year ended 03/31/19, Michel Dancoisne received Fixed compensation €35,429 compensation of €35,429 in respect of his position as Chairman of the Supervisory Board. Variable annual n/a n/a compensation paid Multi-year variable n/a n/a compensation not yet paid Stock options, free shares or n/a n/a other grants of securities Non-recurring compensation n/a n/a It is recalled that, as from the fiscal year beginning 04/01/18, Michel Board and Committees’ Dancoisne receives compensation for his term of office as Chairman €24,000 compensation of the Supervisory Board, member of the Audit Committee and member of the Compensation Committee. Value of benefits of all kinds n/a n/a

3.2. Consultation on the principles and criteria used to • other items: welfare insurance, health cover and determine the compensation of executives and unemployment insurance for Company directors and corporate officers (“say on pay” ex-ante vote – managers. Resolutions 13 to 15 of the AGM on 07/25/19) The principles applied by the Supervisory Board to determine This section outlines the principles and criteria used to Management Board member compensation are as follows: determine, distribute and allocate the fixed, variable and • comparability: the method used to determine exceptional components of total compensation and benefits- compensation takes into account practices applied by in-kind allocated to the members of the Supervisory Board groups and companies whose business activities are and of the Management Board in respect of their term of comparable with those of Wavestone; office. • consistency: trends in Management Board member compensation are pegged to the level of difficulty of their In accordance with Article L.225-82-2 of the French responsibilities and are consistent with the Group’s Commercial Code, these principles and criteria will be standardized pay policy applied for all of its personnel. It submitted to the vote of the combined ordinary and respects the framework set for the level of compensation extraordinary Shareholders’ Meeting of 07/25/19. of the Company’s French senior executives. Compensation policy applicable to members of the Management Board b) Structure of global annual compensation a) General principles The compensation structure for members of the Management Board will be maintained according to the same principles as The items taken into account by the Supervisory Board, on the previous fiscal year, i.e.: the recommendation of the Compensation Committee, in the • a fixed component; analysis of Management Board member compensation are as • a variable component, referred to as a bonus. The target follows: bonus (target bonus level achieved) for 2019/20 represents • short-term items (comprising a fixed and a variable 39% of fixed compensation. The bonus paid may vary component); between 0 and 130% of the target bonus amount. • where applicable, a long-term incentive item in the form of the allocation of free shares contingent upon fulfilling a predetermined set of performance targets; REGISTRATION DOCUMENT 2018/19 representing a 1% increase. increase. a1% representing gross, to €199,157 increased was salary Imbert’s Pascal of executives and a disappointing year-end, the fixed component senior for policy compensation Group’s the with line In component Fixed i) follows: as are 2019/20 in Imbert Pascal of package compensation total the of components the allocate and distribute to determine, used criteria the above, and a) b) points in defined principles the with accordance In Management Board the of Chairman as mandate his exercising for Imbert Pascal of compensation 2019/20 the of c) Determination two compensation packages (fixedand variable components). the of alignment the Board, Management the of members the for proposed, Board Supervisory the that noted be should It • Board: Supervisory by the follows as set was compensation annual for structure bonus The – – – – – other: by each multiplied apply, indicators performance two to which bonus, target the to according determined be will it bonus, the regards As – – – – – bonus x CPI xIPI. xCPI bonus =target due bonus follows: as is formula calculation the 0to 100%; from range can IPI the year; Great Place to Work Place Great the category, its in ranking GAIA annual Wavestone’s including criteria, CSR account into takes assessment this > > > areas: three on focuses review The Committee. Compensation the of recommendation the on Board Supervisory by the reviewed (IPI), indicator performance individual an 0to 130%; from range can CPI The Board. Supervisory by the year the for set are variation of terms the achieved; actually results corresponding the and year fiscal the of beginning the at set objectives the between differences by the downwards or upwards adjusted is and income) net and activities ordinary on income (operating objectives budgetary of achievement the on based (CPI): indicator performance a collective > > > indicators; the monitoring of the Company’s main management and annually; set objectives main the of achievement the plan; strategic 2021 the of objectives the with results annual of consistency the ® ranking, and team turnover over the the over turnover team and ranking, 01/28/26 and 07/02/18 plans. plans. 07/02/18 and 01/28/26 07/01/15, 10/15/10, 09/15/06, the of context the within shares free awarded was Hirigoyen Patrick record, the For iii) Long-term compensation items Meeting. by that to approval subject is and 03/31/20, ending year fiscal the for statements financial the approve to 2020 in held to be Meeting General annual the after place take will 03/31/20 ending year fiscal the for due compensation variable annual the of payment the Code, Commercial French the of L.225-82-2 Article with accordance In document. this in outlined process the of implementation in component, fixed the of 39% representing gross, €77,671 at bonus target the to set proposed is It component Variable ii) increase. a1% representing gross, to €199,157 increased was salary Imbert’s Pascal of executives and a disappointing year-end, the fixed component senior for policy compensation Group’s the with line In component Fixed i) follows: as are 2019/20 in Hirigoyen Patrick of package compensation total the of components the allocate and distribute to determine, used criteria the above, and a) b) points in defined principles the with accordance In Management Board and CEO the of member as mandate his exercising for Hirigoyen Patrick of compensation 2019/20 the of Determination d) employees. Wavestone’s as plan cover health and insurance welfare same the from benefits Imbert Pascal iii) Other items of compensation Meeting. by that to approval subject is and 03/31/20, ending year fiscal the for statements financial the approve to 2020 in held to be Meeting General annual the after place take will 03/31/20 ending year fiscal the for due compensation variable annual the of payment the Code, Commercial French the of L.225-82-2 Article with accordance In document. this in outlined process the of implementation in component, fixed the of 39% representing gross, €77,671 at bonus target the to set proposed is It component Variable ii) > CORPORATE GOVERNANCE REPORT • Corporate officer compensation 02 162 - 163

The last free share plan is still ongoing, as the shares related The overall annual budget set by the combined extraordinary to this plan have yet to be acquired. Share acquisition is and ordinary Shareholders’ Meeting of 07/26/18 was contingent upon fulfilling the following set of criteria: €136,000, in order to take into account the creation of the Compensation Committee as of 04/01/18. Given that this • Free share plan of 07/02/18 budget has been maintained for the 2019/20 fiscal year, it is –– the plan concerns 11,836 shares following a 4-for-1 stock not necessary to propose a resolution to the combined split; ordinary and extraordinary Shareholders’ Meeting of 07/25/19. –– presence within the Company on the third anniversary of the date of allocation of the shares; The rules for allocating compensation to members of the –– performance condition relative to the Group’s 03/31/21 Supervisory Board provide for a fixed component and a larger operating income on ordinary activities target. This variable component, calculated on the basis of attendance at performance condition is measured on a like-for-like basis, meetings of the Supervisory Board, Audit Committee and based on the Company’s scope as of 04/01/18 (including Compensation Committee meetings, and the number of the Xceed Group); meetings held. –– personal investment in 591 Wavestone’s shares to be Payment of this compensation is made once the variable completed at the latest on the 2nd anniversary of the component for each Supervisory Board member has been allocation of the free shares, valued on the basis of the last determined. market price of the Wavestone share on the date of the allocation of the shares; The amount of compensation to be paid to members of the –– retention of the Wavestone shares held as mentioned Supervisory Board remains stable at €12,000; this amount above until the date of the 3rd anniversary of the allocation was increased during the previous fiscal year. of the shares. It should be noted that the compensation budget for iv) Other items of compensation Committees’ Chairpersons represents twice the budget for Committees’ members. Patrick Hirigoyen benefits from the same welfare insurance and health cover plan as Wavestone’s employees. We would also like to point out that compensation is now paid to Michel Dancoisne as a member of the Board and Patrick Hirigoyen also benefits from an unemployment Committees, instead of the compensation under his insurance plan for company directors and managers. The employment contract (which expired on 03/31/18). charges related to this plan are borne by the Company and reintegrated into his compensation package in the form of benefits-in-kind.

Compensation policy reserved for the members and the Chairman of the Supervisory Board a) Compensation paid to the members of the Supervisory Board

Subject to the conditions specified in point b) below concerning the Chairman of the Supervisory Board, compensation of members of the Supervisory Board allocated for exercising their mandates is restricted to the amount of attendance fees paid by the Company, for up to the maximum amount voted by the annual General Meeting, and distributed in the portions decided upon by the Supervisory Board. REGISTRATION DOCUMENT 2018/19 Audit Committee New member Benjamin Clément Rafaël Vivier • • BoardSupervisory factors in: the of Chairman to the allocated compensation The i) General principles Supervisory Board the of Chairman the to allocated b) Compensation assignments. exceptional out carrying for compensation receive also may the French Commercial Code, Supervisory Board members of L.225-84 Article of provisions the with accordance in and Board the on sitting for compensation to receiving addition In Compensation Committee Sarah Lamigeon Michel Dancoisne Rafaël Vivier Marie-Ange Verdickt Marie-Ange Verdickt Michel Dancoisne Name Jean-François Perret Name Supervisory Board follows: as fees attendance to allocate decided has Board Supervisory the above, described Board Supervisory the of members for policy compensation to the Pursuant Jean-François Perret Name Marie-Ange Verdickt Michel Dancoisne Rafaël Vivier activities are comparable with those of Wavestone. of those with comparable are activities business whose companies and by groups applied practices Group’s strategy; the developing and defining in involvement of degree his Maximum annualamount Maximum annualamount Maximum annualamount 16,000 12,000 12,000 12,000 12,000 12,000 12,000 12,000 4,000 4,000 4,000 8,000 8,000 8,000 expired on 03/31/18. on expired contract employment Dancoisne’s Michel that recalled is It 2020. January and 2019 July installments: two in paid be will compensation year. This previous the on 1% up €35,783, of sum a gross receive will Dancoisne Michel year, fiscal 2019/20 the during Board Supervisory the of Chairman as mandate his exercising for above, i) point in defined principles the with accordance In year fiscal 2019/20 the for compensation Dancoisne’s Michel determine to used method the of Implementation ii) Fixed component (40%) Fixed component (40%) Fixed component (40%) 6,400 4,800 4,800 4,800 4,800 4,800 4,800 4,800 3,200 3,200 3,200 1,600 1,600 1,600 Variable component (60%) Variable component (60%) Variable component (60%) 4,800 4,800 4,800 9,600 2,400 2,400 2,400 7,200 7,200 7,200 7,200 7,200 7,200 7,200 > CORPORATE GOVERNANCE REPORT • Additional information 02

Additional information 164 - 165

1. Terms and conditions of shareholder participation at General Meetings

The terms and conditions of shareholder participation at annual General Meetings are described in Articles 25 to 34 of the Articles of Association.

2. Agreements entered into between a representative or a significant shareholder and a subsidiary

No agreement falling within the scope of Article L.225-37-4, paragraph 2 of the French Commercial Code (with reference of Article L.225-68), took place during the 2018/19 fiscal year (i.e. agreements other than those relating to ordinary transactions and entered into under normal terms and conditions, entered into directly or via an intermediary, between, one of the corporate officers or one of the shareholders holding more than 10% of the voting rights of Wavestone, and a direct or indirect subsidiary of Wavestone).

For all information concerning related-party agreements, please refer to the “Financial information” chapter.

3. Table of currently valid authorizations to increase Company share capital

Following the combined extraordinary and ordinary Shareholders’ Meeting of 07/20/16

Maximum Resolution Purpose Duration par value Utilization

9th Free allocation of 38 months 5% of the share capital on Employee Plan no. 11 of 07/03/17: final existing shares or the day of implementation allocation of 44,132 shares, representing shares to be issued of the resolution 0.22% of the share capital to employees of the Employee Plan no. 12 of 07/03/17: initial Company and related allocation of 69,752 shares, representing companies 0.35% of the share capital Employee Plan no. 13 of 07/02/18: initial allocation of 83,000 shares, representing 0.41% of the share capital Key People Plan no. 13 of 07/02/18: initial allocation of 59,200 shares, representing 0.29% of the share capital For information on prior utilizations relative to delegations granted by previous AGMs, please refer to previous registration documents

10th Free allocation of 38 months 0.5% of the share capital on Key People Plan no. 13 of 07/02/18: existing shares or the day of implementation initial allocation of 11,836 shares, shares to be issued of the resolution representing 0.06% of the share capital to corporate officers of the Company and related companies REGISTRATION DOCUMENT 2018/19 Following the combined extraordinary and ordinary Shareholders’ Meeting of 07/27/17 of Meeting Shareholders’ ordinary and extraordinary combined the Following 13 12 Resolution 14 15 16 th th th th th rights (PSR) maintained preferential subscription shareholders’ with capital, share Company’s to the access giving securities financial and shares ordinary of Issue capital (not including IPOs) (not including capital share to third-party access giving securities financial or shares comprising and Company to the granted kind in contributions remunerating of purposes the for maintained, PSR without capital, to share access giving securities financial and shares ordinary of Issue period subscription the of end the of days thirty within and issue initial the as price same the at Code, Commercial French the of L.225-135-1 Article of provisions the with accordance in issued be to securities financial the number of ordinary shares and/or to increase power the oversubscribed, being PSR) (with without 14 or and 13 12, resolutions under authorized increase acapital of event the In private placement a of framework the within maintained, PSR without capital, share Company’s to the access giving securities financial and shares ordinary of Issue days) five of period minimum a for shareholders to existing granted (priority offering by way apublic of PSR, without capital, share Company’s to the access giving securities financial and shares ordinary of Issue Purpose 26 months 26 26 months 26 months 26 months 26 months 26 Duration the overall ceili the overall ceili Debt securities: €40,000,000 securities: Debt Marketable securities: €248,344.10 10% of the Company’s share capital capital share Company’s the of 10% 19 the in set ceiling overall the of limits the within and question in resolution the in specified ceiling to the subject issue initial the of 15% capital share Company’s the of 10% offered securities Marketable par value Maximum Debt securities: €15,000,000 €99,337.64 public: to the the 1 the 13 the in for provided ceiling specific the of limit the within Debt securities: €15,000,000 07/27/17 of as 1 the in 13 the in for provided ceiling specific the of limit the within Debt securities: €15,000,000 07/27/17 of as 9 th 9 resolution th th resolution ng set in in set ng set ng th th

resolution and resolution and

th resolution

None Utilization None None None None > CORPORATE GOVERNANCE REPORT • Additional information 02 166 - 167

Maximum Resolution Purpose Duration par value Utilization

17th Issue of ordinary shares and financial 26 months 10% of the Company’s share capital None securities giving access to share capital, as of 07/27/17 without PSR, for the purposes of remunerating contributions in kind Debt securities: €15,000,000 granted to the Company and within the limit of the specific ceiling comprising shares or financial securities th giving access to third-party share provided for in the 13 resolution capital within the framework of an IPO and the overall ceiling set in the 19th resolution

18th Issue of ordinary shares and financial 26 months 5% of the share capital on the day None securities giving access to the of implementation of the resolution Company’s share capital, without PSR within the limit of the overall ceiling maintained and reserved for staff set in the 19th resolution members who are subscribers to an employee savings plan

19th Overall ceiling for issuances carried out - Marketable securities: €248,344.10 None under resolutions 12 to 18 of the Debt securities: €40,000,000 combined extraordinary and ordinary Shareholders’ Meeting of 07/27/17 and resolutions 9 and 10 of the combined extraordinary and ordinary Shareholders’ Meeting of 07/20/16

20th Incorporation of reserves or profits, 26 months €400,000 None issue premiums or contribution This ceiling is independent premiums by the creation and free allocation of ordinary shares or by increasing the par value of shares, or by a combination of these two methods REGISTRATION DOCUMENT 2018/19 • • • • • • • points: following to the attention your draw we L.225-68), to Article (with reference Code Commercial French the of L.225-37-5 Article of provisions to the Pursuant 4. and atleastoneofthetwo otherkeymanagementmembers. (1) “keymanagementmembers” referseithertoallthreeoftheKeyCompany managementmembers(PascalImbert, MichelDancoisneandPatrickHirigoyen) or toMr.PascalImbert section 3 of this report; this 3of section in provided authorizations valid currently of table the in and Report Board Management the of program” buyback Management Board are described in section “Share 4.1.8. the of powers to the related delegations current laws; applicable by the governed are members the appointment and revoking of Management Board Fund; Actions Wavestone by the exercised are Report, Board Management the of shareholding” “Employee 3.2. section in mentioned plan savings employee Group’s the of context the within shares, to Wavestone attached rights voting the shares; of transfer to the vote or right the of exercise the regarding restrictions statutory no are there regulations; with accordance in and Association of Articles the of 11-4 Article under rights voting double the of exception the with rights, controlling special with securities no are there Report; Board Management the of capital” share the concerning “Information 3.1. section under “Collective indescribed lock-up point 3.1.4. undertakings” undertakings lock-up collective the than other shareholders its between concluded agreements other any or pacts shareholder no are there knowledge, Company’s to the Report; concerning the share capital” of the Management Board “Information 3.1. section under capital” share the of “Breakdown 3.1.1. point in described are information related all and aware is Company the which of holdings indirect and direct the as well as Wavestone, of structure capital the of a public offering event the in impact have an to likely Information • • • circumstances: following the under applies control” company in “change them under the conditions of the loan agreement. The term to due amounts other and interest all of payment the and down drawn sums the in share their of payment immediate the to request not or whether choose may parties lending the control, Company in achange of event the in 01/07/16, on by Wavestone contracted loan the of context the within functions; their of termination members to receive severance compensation upon there is no agreement which entitles Management Board provisions; regulatory and legal with accordance in made are Association of Articles to Wavestone’s amendments > > > > and/or voting rights of Wavestone Advisors. capital the of 100% hold to directly ceases borrower the or Code; Commercial French the of II section and 3) and 2 1, 1(paragraphs L.233-3 Article of meaning the within borrower the to control cease death) their of event the the key management (1) members (or their successors in > CORPORATE GOVERNANCE REPORT • Observations of the Supervisory Board on the report of the Management Board and the financial statements 02 for the 2018/19 fiscal year

Observations of the Supervisory Board on the report of the Management Board and the financial statements for the 2018/19 fiscal year 168 - 169

To the Shareholders, The Supervisory Board has no comments to make on the Company and consolidated financial statements for the year In accordance with Article L.225-68 of the French Commercial ended 03/31/19, or on the reports and related documents Code, the Supervisory Board brings to your attention its prepared by the Management Board and presented to you. observations on the report of the Management Board and the financial statements for the 2018/19 fiscal year. The Supervisory Board has examined the proposed resolutions submitted to the combined extraordinary and ordinary The accounting documents relating to the Company and Shareholders’ Meeting of 07/25/19 and invites you to approve consolidated financial statements for the 2018/19 fiscal year, them. on which you are called upon to vote, have been communicated to us by your Management Board within the The Supervisory Board would like to thank the Management statutory time limit. Board and all of Wavestone’s staff for their work and efforts over the past year. The Supervisory Board has been kept regularly informed by the Management Board of the activity of Wavestone and of the Group and has carried out the necessary verifications and The Supervisory Board controls. 05/27/19 In the course of its duties, the Supervisory Board relied on the observations of the Audit Committee.

On the basis of this work, the Supervisory Board examined the financial statements presented by the Management Board and discussed them with the Statutory Auditors. REGISTRATION DOCUMENT 2018/19 FINANCIAL INFORMATIONFINANCIAL 228 224 207 205 201 176 172

CONSOLIDATED STATEMENTS FINANCIAL AT 03/31/19 COMPANY FINANCIAL STATEMENTS AT 03/31/19 FINANCIAL COMPANY AND COMMITMENTS 03/31/19 ENDED - YEAR NOTES TO CONSOLIDATED THE STATEMENTS FINANCIAL STATUTORY AUDITORS’ REPORT ON THE FINANCIAL STATEMENTS FINANCIAL THE ON REPORT STATUTORY AUDITORS’ NOTES TO THE COMPANY FINANCIAL STATEMENTS FINANCIAL COMPANY TONOTES THE STATUTORY AUDITORS’ SPECIAL REPORT ON REGULATED AGREEMENTS AGREEMENTS REGULATED ON REPORT SPECIAL STATUTORY AUDITORS’ - YEAR ENDED 03/31/19 ENDED - YEAR FINANCIAL STATEMENTS CONSOLIDATED THE ON REPORT STATUTORY AUDITORS’ 03

170 - 171 REGISTRATION DOCUMENT 2018/19 to calculate netincome pershare at 03/31/18, basedonthenumberofshares asat 03/31/19. (2) Following theincrease inthenumberofshares incirculation (issuance offree shares andshare splits) andinaccordance withIAS 33,aretrospective restatement hasbeenmade (in thousandsof euros) Consolidated financial statements at 03/31/19 Consolidated income statement (1) Weighted numberofshares duringtheperiod. Depreciation charges and provisions and charges Depreciation taxes and Levies External expenses expenses Personnel Purchases consumed Revenue Operating profit EBIT Other current income and expenses Amortization of customer-relationship assets intangible Net diluted earnings attributable to owners of the parent parent the of to owners attributable earnings diluted Net Financial income expenses and income operating Other Other financial income and expenses and income financial Other debt financial of cost Net debt financial of cost Gross Pre-tax profit/loss Tax expenses Non-controlling interests Non-controlling period the for income Net Net undiluted earnings attributable to owners of the parent parent the of to owners attributable earnings undiluted Net ofparent theto owners profit attributable Net (in euros) (in euros)

(1) (2) (1)

3 &4 Note 9 6 8 9 5 6 2 7 7 7 1

03/31/19 262,989 391,530 52,430 30,770 30,770 55,243 50,631 12,346 51,429 19,861 5,992 2,289 (525) 3,501 1,688 1,678 (120) 29 10 0 2 2 03/31/18 359,919 247,553 50,584 (1,325) 46,756 26,628 26,628 43,914 40,914 13,078 17,286 2,503 5,784 1,864 (978) 1,868 1,636 369 0 4 1 1 > Financial Information • Consolidated financial statements at 03/31/19 03 172 - 173

Consolidated balance sheet

(in thousands of euros) Note 03/31/19 03/31/18 Goodwill 10 140,621 118,909 Intangible assets 11 10,094 12,881 Property, plant and equipment 11 & 12 17,099 17,083 Financial assets - > 1 year 13 1,961 1,566 Other non-current assets 13 7,635 6,638 Non-current assets 177,409 157,077 Trade receivables and related accounts 14 130,420 123,920 Other receivables 14 25,692 28,258 Cash and cash equivalents 14 50,709 52,056 Current assets 206,821 204,235 Total assets 384,230 361,312

Capital 15 505 497 Additional paid-in capital 11,218 11,218 Reserves and consolidated income 139,762 119,386 Group translation reserves (675) (852) Total shareholders’ equity attributable to owners of the parent 150,810 130,249 Non-controlling interests 0 0 Total shareholders’ equity 150,810 130,249 Long-term provisions 16 14,566 13,758 Financial liabilities - > 1 year 17 65,703 69,994 Other non-current liabilities 18 1,535 162 Non-current liabilities 81,803 83,913 Short-term provisions 16 4,297 4,521 Financial liabilities - < 1 year 17 23,720 16,708 Trade receivables and related accounts 18 19,381 18,380 Tax and social security liabilities 18 81,369 89,664 Other current financial liabilities 18 22,851 17,876 Current liabilities 151,618 147,150 Total liabilities 384,230 361,312 REGISTRATION DOCUMENT 2018/19 Impact of changes in consolidation scope consolidation in changes of Impact assets financial in Change disposals Asset Acquisitions of tangible and intangible assets Net cash flow from operating activities operating from flow cash Net in workingChange requirement capital Dividends paid to consolidated non-controlling interests company parent of to shareholders paid Dividends (4) For information, theCompany delivered treasury shares for anamountof€1,893k. scope anditems related to theacquisition oftheKurt Salmonscope. (3) The impactofchangesinconsolidation scope corresponds to thedisbursementofitems related to theacquisition ofthe Xceed scope, items related to theacquisition oftheMetis The amountoftaxes paidamounted to €22,870k at 03/31/19 and€19,047k at 03/31/18. (2) Gross cashflow iscalculated after current taxes. calculated income andexpenses” and“Changeinfinancialassets” lines,andleads to thecreation ofthe“Sale(acquisition) by the Company ofits own shares” line. (1) The Company has decided to change the presentation ofits cash flow statement in order to better reflect the effects of share buybacks. This change has an impact on the“Other (in thousandsof euros) equivalents cash and cash consolidated in Change Gross cash flow cash Gross debt financial net of Cost Other calculated income and expenses Net depreciation charges and provisions income net Consolidated Net cash flow from investments from flow cash Net Repayment of borrowings Borrowings Gain (loss) on disposals, net of tax of net disposals, (loss) on Gain Sale (acquisition) by the Company of its own shares own its of Company by the (acquisition) Sale Impact of changes in exchange rates exchange in changes of Impact cash net in Change activities financing from flow cash Net paid interests Net Cash and cash equivalent at end of period of end at equivalent cash and Cash period of start at equivalent cash and Cash (2) (3) (4) Note 17 17 17 17 17 11 03/31/19 (10,448) (23,314) (17,307) (21,619) (4,054) (8,070) (1,806) 30,770 (1,449) (1,284) 50,592 (11,114) 32,622 19,600 43,071 51,996 9,210 1,888 1,262 (321) (60) 403 75 0 Restated 03/31/18 (13,254) (4,090) (3,007) (9,477) (2,705) (2,762) (1,436) 26,628 38,657 13,809 (1,501) 51,996 33,915 (1,771) 31,153 7,544 (470) 1,481 690 49 33 41 (1) 0 2 Reported 03/31/18 (13,295) (3,007) (3,033) (9,477) (2,705) (2,787) 32,899 (2,762) (1,436) 26,628 38,657 13,809 (1,501) 51,996 30,137 7,544 (470) 1,059 1,481 690 49 33 0 0 > Financial Information • Consolidated financial statements at 03/31/19 03 174 - 175

Change in consolidated shareholders’ equity

Consolidated Profit Translation Shareholders’ (in thousands of euros) Capital Premiums reserves for the year gain (loss) equity Consolidated shareholders’ equity at 03/31/17 497 11,218 72,978 20,055 (639) 104,110 Consolidated profit for the year 0 0 0 26,628 0 26,628 Fair value adjustment of hedging instruments 0 0 19 0 0 19 IAS 19 actuarial gain (loss) 0 0 (84) 0 0 (84) Net comprehensive income 0 0 (64) 26,628 0 26,564 Impact of non-controlling interests 0 0 0 0 0 0 Appropriation of profit 0 0 20,055 (20,055) 0 0 Change in capital of the consolidating company 0 0 0 0 0 0 Dividends paid out by the consolidating company 0 0 (3,007) 0 0 (3,007) Treasury shares 0 0 324 0 0 324 Restatement of provision for free shares 0 0 2,472 0 0 2,472 Translation gain (loss) 0 0 0 0 (214) (214) Consolidated shareholders’ equity at 03/31/18 497 11,218 92,758 26,628 (852) 130,249 Consolidated profit for the year 0 0 0 30,770 0 30,770 Fair value adjustment of hedging instruments 0 0 (28) 0 0 (28) IAS 19 actuarial gain (loss) 0 0 500 0 0 500 Net comprehensive income 0 0 472 30,770 0 31,242 Impact of non-controlling interests 0 0 0 0 0 0 Appropriation of profit 0 0 26,628 (26,628) 0 0 Change in capital of the consolidating company 8 0 (8) 0 0 0 Dividends paid out by the consolidating company 0 0 (4,054) 0 0 (4,054) Treasury shares 0 0 (7,345) 0 0 (7,345) Restatement of provision for free shares 0 0 541 0 0 541 Translation gain (loss) 0 0 0 0 177 177 Consolidated shareholders’ equity at 03/31/19 505 11,218 108,992 30,770 (675) 150,810

Wavestone distributed a dividend of €0.20 per new share (see the year’s highlights) for a total payout this year of €4,054k.

Shareholders’ equity contains no taxable items. Cumulative deferred tax assets amounting to €393k relate to items booked under shareholders’ equity since the Company was founded. They are generated by actuarial gains and losses arising from the application of IAS 19 and by the fair value remeasurement of hedging instruments.

Statement of net comprehensive income

(in thousands of euros) Note 03/31/19 03/31/18 Net income for the period 30,770 26,628 Fair value adjustment of hedging instruments 19 (28) 19 IAS 19 actuarial gain (loss) 16 500 (84) Total recognized as equity 472 (64) Net comprehensive income attributable to owners of the parent 31,242 26,564 REGISTRATION DOCUMENT 2018/19 4. 3.20. 3.19. 3.18. 3.17. 3.16. 3.15. 3.14. 3.13. 3.12. 3.11. 3.10. 3.9. 3.8. 3.7. 3.6. 3.5. 3.4. 3.3. 3.2. 3.1. 1. Contents Notes to theconsolidated financial statements 3. 2.

Scope ofconsolidation Accounting principles andmethods Significant events inthe fiscal year Overview Deferred tax R&D expenses Revenue recognition Segment reporting Contingent liabilitiesandcontingentassets Financial instruments Borrowings andfinancialdebt Employee benefits Treasury stock Cash andcashequivalents Receivables Non-current financialassets Guarantees anddeposits Impairment andrecoverablevalueofnon-currentassets Intangible andtangibleassets Business combinationsandgoodwill Use ofestimates Currency translationmethods Consolidation methods Consolidation principles 184 178 177 177 180 180 180 180 183 183 183 183 183 182 182 182 182 182 182 178 181 181 181 181 5. Note 18. Note 24. Note 23. Note 22. Note 21. Note 20. Note 19. Note 17. Note 16. Note 15. Note 13. Note 12. Note 11. Note 14. Note 10. Note 9. Note 8. Note 7. Note 6. Note 5. Note 4. Note 3. Note 2. Note 1.

Notes relative to certain income statement Notes relative tocertain income statement and balance sheet items Revenues Financial income(loss) Purchases External expenses Payroll expenses Tax charge Earnings pershare Non-recurring operatingincomeandexpenses Executive directors’compensation Intangible andtangibleassets Financial liabilitiesandnetdebt Related-party transactions Leases Capital Other assets Other liabilities Financial instruments Provisions Current assets Goodwill ontheassetssideofbalancesheet Subsequent events Auditors’ fees Risk factors Off-balance sheetcommitments

200 200 185 190 194 199 199 198 186 186 186 193 188 188 195 195 192 192 185 185 185 187 187 191 191 > Financial Information • Consolidated financial statements at 03/31/19 03 176 - 177

1. Overview Wavestone share split In accordance with the 17th resolution, the combined General Wavestone is a public limited company (société anonyme) Meeting of Shareholders on 07/26/18 resolved on a 4-for-1 incorporated in France and subject to all laws and regulations split of the par value of the shares comprising the share governing commercial companies in France and notably the capital, effective as of the trading session on 09/04/18. provisions of the French Commercial Code. Its headquarters are located at Tour Franklin, 100-101 Terrasse Boieldieu, The former 5,049,123 shares for a par value of €0.10 per share 92042 Paris La Défense cedex. The Company is listed in were replaced by 20,196,492 new shares at €0.025 each. compartment B of Euronext Paris. Capital increases The consolidated financial statements of Wavestone Wavestone increased its capital by €7k by issuing 284,832 (comprising the Wavestone parent company and its new shares effective as of 06/29/18, using the reserves subsidiaries) were approved by the Management Board on account. 05/27/19. Wavestone carried out a second capital increase of €1k by All amounts presented in the notes are expressed in thousands creating 44,132 new shares effective 07/20/18, using the of euros (€k). reserves account.

2. Significant events in the fiscal year The purpose of both increase rounds was the award of free shares to the beneficiaries of the two plans that expired during Acquisition of Xceed Group excluding the FIMS the fiscal year. (Flexible Infrastructure Managed Services) business Impact of business combinations On 04/06/18, Wavestone acquired all of the capital of Xceed Group (Holdings) Ltd., a holding company with no operational On a like-for-like and constant forex basis, Wavestone activities, which itself wholly owns Xceed Consultancy generated revenues of €377,866k, operating income on Services Limited and Xceed (2007) Inc. ordinary activities of €53,418k, and Group share of net income of €30,245k at 03/31/19, versus revenues of €359,919k, Established in London in 2003, Xceed Group is a consultancy operating income on ordinary activities of €50,584k and that specializes in implementing IT transformation programs Group share of net income of €26,628k at 03/31/18. for major financial services players. Its primary activities include the planning and delivery of complex IT change On a like-for-like and current forex basis, revenue came out programs. at €377,968k, operating income on ordinary activities was €53,406k and Group share of net income stood at €30,220k In the fiscal year ended 11/30/17, Xceed Group recorded at 03/31/19. consolidated revenues of €15,285k (£13,346k) and an adjusted EBITDA margin of more than 20%. These figures do not On a full-scope basis, Wavestone had revenue of €391,530k, include Xceed Group’s FIMS activity. The firm has 60 operating income on ordinary activities of €55,243k and employees in London and New York, with the vast majority Group share of net income of €30,770k. located in London. Financing transaction This acquisition was financed entirely in cash, through the use On 10/30/18, Wavestone signed an amendment to the credit of credit lines already available to Wavestone. Goodwill is agreement concluded on 01/07/16 to draw down a further recorded in the Group’s consolidated financial statements. credit line earmarked for acquisitions in the amount of The company will be consolidated in Wavestone’s financial €50,000k, under the same commercial conditions as the statements as from 04/01/18, in other words, for its full fiscal initial agreement. The facility consists of two tranches: year. €15,000k redeemable in January 2022 and €35,000k redeemable at maturity in January 2022. REGISTRATION DOCUMENT 2018/19 Amendments: “Clarifications to IFRS 15” IFRS to “Clarifications Amendments: measurement” and classification 1: –Phase Instruments 9“Financial IFRS IFRIC 22 “Foreign currency transactions and advance consideration” advance and transactions currency “Foreign 22 IFRIC measurement of share-based payments” and 2“Classification to IFRS amendments Narrow-scope 28 IAS 1and –IFRS (2014-2016) improvements annual IFRS IFRS 15 “Revenue from contracts with customers” with contracts from “Revenue 15 IFRS consideration expected in return for the service rendered. service the for return in expected consideration the reflects that recognition revenue for provides standard This 04/01/18. on starting year fiscal the of as mandatory is customers” with contracts from “Revenue 15 IFRS 15 IFRS of Application (2) (1) Standards, amendmentsandinterpretations 04/01/18 of as Company by the applied amendments and interpretations IFRIC standards, IFRS price. acquisition the of to 23% equal considerations additional two includes and statements financial consolidated firm’s the in recognized is Goodwill year. fiscal 2018/19 firm’s the of months five for 04/01/18, of as statements financial Wavestone’s in consolidated be will company The to Wavestone. available lines credit of use the through cash, in entirely financed was acquisition This staff. 40 has Consulting Metis years. three past the for 15% than higher consistently been has margin EBITDA 03/31/18; ended year fiscal the for revenue in €8.7m posted firm The underpin them. that technologies the and equipment processes, structures, organizational the of implementation to the definition strategy from operations, chain supply their transform clients helps Consulting Metis Paris, in based and 2007 in Founded Consulting on 11/13/18. Metis of capital share the of 100% acquired Wavestone Metis Consulting’s acquisition Published byPublished theIFRSFoundation. Date ofEUapplication. (2) methods or on the presentation of the financial statements. financial the of presentation the on or methods measurement the on impact material no had interpretations european-union/ use-around-the-world/use-of-ifrs-standards-by-jurisdiction/ https://www.ifrs.org/ website: Commission European the on (available 04/01/18 after or on beginning periods reporting annual for Union, European by the adopted as interpretations, IFRIC the and IFRS IASB’s the applied has Group The 3.1.2. at 03/31/18. statements financial consolidated its to prepare used those 2018/19 consolidated financial statements are the same as Wavestone’s to prepare used principles accounting The 03/31/19. at EU by the adopted been had which interpretations, their and IAS, and IFRS the of consist standards These 06/19/02. dated 1606/02 no. regulation EU and Union, European by the adopted International Financial Reporting Standards (IFRS), as with accordance in prepared been have statements financial consolidated Wavestone’s 04/01/05, Since 3.1.1. 3.1. 3. has no impact on the consolidated financial statements. financial consolidated the on impact no has standard new the of Application involved. contracts of types various the analyzed has firm The approach. retrospective simplified the using 04/01/18 of as 15 IFRS applies Wavestone Accounting principles and methods and principles Accounting

Date of adoption by theEU

Changes in accounting standards Reporting framework Consolidation principles 04/03/18 02/08/18 02/27/18 10/29/16 11/09/17 11/29/16 ). Application of these standards and standards these of Application ). Dates of application fiscal years beginning on orafter 01/01/18 01/01/18 01/01/18 01/01/18 01/01/18 01/01/18 (1) :

> Financial Information • Consolidated financial statements at 03/31/19 03 178 - 179

Application of IFRS 9 IFRS 9 to take into account the three instrument categories defined by the standard. The new asset classes replace the IFRS 9 “Financial instruments” is also mandatory for fiscal previous IAS 39 classes. years commencing on or after 04/01/18. The Group performed a historical analysis of impairments The standard had no impact on accounting of hedging booked. instruments. It has not calculated an additional provision on the basis of However, presentation of the note on financial instruments this comparative analysis as the impact is not material. (Note 15) has been revised as a result of application of the new

Accounting standards and interpretations that the Company will apply in the future

The Company has chosen not to apply the following standards and interpretations published by the IASB but not yet adopted by the European Union at 03/31/19.

Date of application (1): Date published fiscal years beginning Standards, amendments and interpretations by the IASB on or after Amendments to IAS 1 and IAS 8 10/31/18 01/01/20 Amendments to IFRS 3 10/22/18 01/01/20 Amendments to IAS 28 and IFRS 10 09/11/14 Undetermined

(1) Published by the IFRS Foundation.

The IASB has published standards and interpretations, adopted by the European Union at 03/31/19, that are applicable to reporting periods beginning on or after 01/01/19. The Group has chosen not to early adopt these texts.

Dates of application (1): Date of adoption fiscal years beginning Standards, amendments and interpretations by the EU on or after IFRS annual improvements (2015-2017) 03/15/19 01/01/19 Amendments to IAS 19 “Plan amendment, curtailment or settlement” 03/14/19 01/01/19 Amendments to IAS 28 “Long-term interests in associates and joint 02/11/19 01/01/19 ventures” IFRIC 23 “Uncertainty over income tax treatments” (1) 10/24/18 01/01/19 Amendments to IFRS 9 “Prepayment features with negative 03/26/18 01/01/19 compensation” IFRS 16 “Leases” 11/09/17 01/01/19

(1) Date of EU application.

Application of IFRS 16 The expected impacts reflect our commitments under property and other leases described in Note 20. However, IFRS 16 “Leases” is mandatory for fiscal years commencing differences arise from the following: on or after 04/01/19 and has not been early-applied. The • contracts with a term of 12 months or less, or contracts standard provides a single lessee accounting model for all valued at less than USD5,000, which are excluded from the leases. The Group will apply IFRS 16 using the simplified scope of the standard; retrospective approach. • effect of the discount rate applied to the debt; Contract analysis and quantification of the impacts of • vehicle rental contracts whose value is not material, which application of the new standard using a standardized tool are are excluded from the scope of the restatement. currently being finalized. The impact of draft standards and interpretations currently being reviewed by the IASB has not been taken into account in these consolidated financial statements and cannot reasonably be estimated at this time. REGISTRATION DOCUMENT 2018/19 • • • • • to: regard with notably statements, financial concerning the measurement of certain amounts in the assumptions and estimates of use the requires IFRS with accordance in statements financial of preparation The 3.4. date. transaction the on rate exchange the at euros into translated are currencies foreign in denominated Transactions Recognition of foreign currency transactions period. the over rate closing monthly average the by calculating determined is rate exchange average The Source: BanquedeFrance. Chinese Yuan Franc Swiss Currencies rules. measurement and accounting of application uniform the to ensure restated necessary, if are, companies consolidated the of statements financial The any special purpose vehicle. control indirectly or directly not does It company. any over control joint or influence significant exert not does Wavestone exclusive control are fully consolidated. its under placed companies the of statements financial The company. consolidating the is Wavestone 3.2. of consolidation. scope the in changes for except comparable, are 03/31/18 and 03/31/19 ended years fiscal the for statements financial The 3.1.3. Pound Sterling Pound US Dollar Dirham Moroccan Hong Kong Dollar estimates of accrued income and expenses; and income accrued of estimates fair value measurement of financial instruments; measurements used for impairment testing; obligations; pension and provisions of measurement depreciation; of asset duration

Use of estimates of Use Consolidation methods Comparability of financial statements CNY CHF GBP USD MAD HKD 0.890076 0.894374 03/31/19 0.092191 1.165094 0.113385 0.132631 Closing exchange rate shareholders’ equity under “Translation adjustments.” adjustments.” “Translation under equity shareholders’ in recognized is differences translation resulting the of share Group’s the and period the for rate exchange average the at translated are statements flow cash and income The period. the of end the at rate exchange prevailing the at euros into translated are companies foreign of sheets balance The foreign currencies Translation of financial statements denominated in 3.3. months).five over (consolidated acquisitions group Metis the of exception the with months, twelve for companies Wavestone’s all included statements financial consolidated the 03/31/19, On 03/31/19. at as prepared all were companies consolidated the of statements financial The interfaces with all of its clients, and to efficiently form project project form to efficiently and clients, its of all with interfaces commercial individual establish to Group, the with affiliation their of form legal the of regardless units, its of all between synergies to develop Wavestone enabled has Group the across 2016 July in out rolled model operating integrated The 3.5. differentassumptions or conditions. Futureassessments. results may differ significantlyunder these for basis the as serve which reasonable deemed factors other and experience past account into to take basis regular a on assessments and estimates these reviews Management • • • • recognition of revenue from fixed-price contracts. assets; tax deferred of recognition prices; acquisition subsidiary the in considerations performance estimates used for the additional measurement of share-based payments; 0.848969 0.088320 03/31/18 Currency translation methods Business combinations and goodwill 0.103417 0.811622 1.142988 n/a 0.865395 0.091234 0.128549 03/31/19 0.874731 0.110346 1.133603 Average exchange rate 0.848698 0.089727 0.876732 0.108642 03/31/18 1.134518 n/a > Financial Information • Consolidated financial statements at 03/31/19 03 180 - 181

teams on a daily basis comprising consultants from its Depreciation and amortization are calculated on the basis of different units. These units are not identified by business the straight-line method without any deduction of residual sector, region or legal structure. This operating model will be value, applied over the estimated service life of the assets. regularly updated to better meet market needs. The service life of major fixed assets is reviewed at the end of every fiscal period. The initial estimated service life is Implementation of this operating model, the organization of extended or reduced in accordance with the actual conditions which transcends the scopes of the companies and activities of use. that Wavestone SA has acquired as it has grown, makes it impossible to track the individual goodwill initially associated If the Company finances the purchase of a major fixed asset with the different companies or activities concerned. For this through a lease, the value of the asset is capitalized and reason, the Wavestone firm constitutes a single Cash depreciated using the method, and over the expected service Generating Unit (CGU). life, described below. The corresponding debt is booked as a liability. Impairment tests are conducted using, first, the discounted future cash flow method and, second, the market value The depreciation periods generally applied are as follows: derived from Wavestone’s market capitalization. • software: 3 or 5 years; • customer relationships: 3, 4 or 9 years; Cash flows are determined on the basis of projections for a • fixtures and fittings: 5-9 years, depending on the term of five-year period and a perpetual growth rate assumption the leases in question; thereafter. The cash flows derived from these estimates are • passenger vehicles: 4 years; then discounted. • IT equipment: 3 or 4 years; These tests are based on the following key assumptions: • office furniture: 9 years. • a perpetual growth rate of 2%, a level deemed reasonable in light of past performances observed in the management 3.7. Impairment and recoverable value of non-current and IT services consulting sector; assets • a discount rate of 10% after tax determined by an In certain circumstances, intangible and tangible fixed assets independent appraiser. This rate factors in a 10-year risk- may be subject to impairment tests. free rate, a market risk premium, the beta observed for comparable listed companies (including Wavestone) and a Assets with an indefinite useful life (see Note 3.5 – Goodwill) Company-specific risk premium. are tested for impairment at least once a year and whenever there is evidence of impairment. To establish market value, the Group’s market capitalization is measured at the end of the fiscal year, less 2% for disposal 3.8. Guarantees and deposits costs. In accordance with IAS 39 “Financial instruments,” non- 3.6. Intangible and tangible assets interest-bearing deposits and guarantees with maturities of more than one year are discounted when this discount is All of Wavestone’s assets, with the exception of leased significant. property, were purchased by the Company.

Software and tangible assets are measured at their acquisition 3.9. Non-current financial assets cost, less total depreciation and impairment. Financial Non-current financial assets include loans and receivables expenses are not capitalized and are therefore booked as with maturities of more than one year measured at amortized expenses over the period. cost. Purchases and sales of financial assets are recognized Identified asset components are recognized and depreciated on the settlement date. separately. REGISTRATION DOCUMENT 2018/19 and has not been recalculated at 03/31/19. at recalculated been not has and 03/31/16 at immaterial as calculated was which Belgium in obligation benefit insurance and apension has also Group The system. protection social Swiss the of pillar” “second the of context the within contributions to employer and France in employees its to benefits termination of payment to the limited are obligations Wavestone’s actuaries. independent by method unit-credit projected the of basis the on measured are plans to defined-benefit related costs and from resulting obligations benefits”, “Employee 19 IAS with accordance In 3.13. equity. shareholders’ in offset also are impairment, their for written provisions any with along shares, treasury of sale the from proceeds addition, In them. hold that companies the of statements financial individual the in recognized are they how or held or bought were they why of regardless equity, shareholders’ consolidated from deducted are shares treasury all 32-39, IAS with accordance In program authorized by the General Shareholders’ Meeting. buyback share the under shares treasury owns Wavestone 3.12. disposals. from expenses and/or income net is as income, financial under booked is value fair in change Any date. sheet balance the at price market the is securities, listed for which, value fair at measured then and cost, acquisition at recognized initially are securities Marketable value. in changes of risk great any present not do and cash of amount aknown into convertible easily are which investments short-term include These criteria. 7 IAS meet that securities marketable are equivalents Cash equivalents. cash and deposits sight cash, available comprise assets sheet balance as booked equivalents cash and Cash 3.11. value. carrying their than less is value recoverable their when recognized is impairment for Aprovision value. nominal their at measured are Receivables 3.10. Employee benefits stock Treasury Cash and cash equivalents Receivables The gain or loss resulting from the fair value measurement of of measurement value fair the from resulting loss or gain The exposed. be may sales export certain to which risk the cover to hedges) (cash flow hedges currency up set has Wavestone 3.15. rate method. interest effective the using cost amortized at booked is debt Financial liabilities. financial current under recognized are year one than less in maturing liabilities Financial overdrafts. equipment-leasing contracts, bonds, bank borrowings and restated to related debt financial include liabilities Financial 3.14. obligations. benefit termination or long-term other no has Wavestone incurred. when expensed are plans to these made Contributions plans. Certain benefits are also provided under defined-contribution 03/31/19. at actuarial gains and losses directly under shareholders’ equity all recognized Wavestone 01/01/13, after or on beginning periods to reporting applicable 06/16/11, of benefits” “Employee 19 to IAS amendment the with accordance In • • assumptions: Retirement benefits for Switzerland are based on the following • • • • • • • • assumptions: following the on based are France for benefits Retirement Switzerland plan. Consulting Wavestone the for 0.45% and plan Switzerland Advisors Wavestone the for 0.60% rate: discount BVG2015 GT table; mortality voluntary departure. years; 65 age: retirement 1.04%; rate: discount increases:salary 2.00%; 45%; rate: tax payroll generations; younger of expectancy life longer the account into to take brackets age of extension with table mortality 2005 TGHF 18%; rate: turnover staff agreement; bargaining collective 3018 no. Syntec the of application Financial instruments debt financial and Borrowings > Financial Information • Consolidated financial statements at 03/31/19 03 182 - 183

hedging instruments is booked under “Other Comprehensive Unbilled receivables and deferred income are recognized Income” (OCI). Unrealized gains and losses are written to the when the invoicing does not reflect the actual progress of income statement when the hedged item is realized. work. This method is consistent with the percentage of completion method defined in IAS 11 “Construction contracts.” The Company has also set up cross-currency swaps and currency futures contracts to hedge some of the value of 3.18.3. Subscription services Exceed securities and foreign-currency loans and current Revenues from subscription services are recognized on a accounts. prorated basis over the term of the contract. Unbilled Lastly, the Company contracted interest rate hedges (caps) receivables and deferred income are recognized when the to cover the risk of an increase in the interest rate on the loans invoicing does not reflect the prorated amounts. contracted to finance acquisitions. 3.19. R&D expenses 3.16. Contingent liabilities and contingent assets The Company carries out R&D activities on a regular basis. None. Some of these are eligible for the French research tax credit.

These R&D activities are capitalized only on an exceptional 3.17. Segment reporting basis (see Note 11). Wavestone specializes in the specific market segment of management and information systems consulting. Since all of 3.20. Deferred tax these services are subject to the same risks and generate Deferred tax is calculated on a company-by-company basis similar levels of profitability, Company revenues are not for temporary differences between the carrying value of broken down by business line. The breakdown between assets and liabilities and their taxable value. France and international is provided in Note 1 to the consolidated financial statements. In accordance with IAS 12, tax assets are recognized, on a company-by-company basis, only when the estimated future 3.18. Revenue recognition profit is sufficient to cover these assets and when their maturity does not exceed ten years. Revenues are recognized according to the type of contracts entered into with the client: Deferred tax assets and liabilities are measured at the expected tax rate for the fiscal year in which the asset will be 3.18.1. Time-based services contracts realized or the liability settled. Revenues generated on time-based services contracts are Tax on items recognized directly in equity is booked under recognized as and when the service is rendered. Revenue is shareholders’ equity. calculated on the basis of the contracted selling price and the number of billable hours spent. Unbilled receivables and deferred income are recognized when the invoicing does not reflect the actual progress of work.

3.18.2. Fixed-price services contracts

Revenues generated on fixed-price services contracts are recognized as the work progresses based on costs incurred and future costs. A provision for loss on completion is written on a contract-by-contract basis when a loss is expected. REGISTRATION DOCUMENT 2018/19 Wavestone US Wavestone Advisors Wavestone Switzerland Advisors Wavestone Advisors UK Wavestone Inc. Xceed (2007) Consulting UK Wavestone Limited Xceed Group Limited (Holdings) Xceed Group HK Wavestone Switzerland Consulting Wavestone Belgium Wavestone Companies Wavestone’s consolidated financial statements include the accounts of the following companies: following the of accounts the include statements financial consolidated Wavestone’s year”. fiscal the in events 2“Significant section in described are (acquisitions) consolidation of scope Group’s the in Changes 4. M3G Luxembourg Wavestone Wavestone Morocco Advisors Wavestone Scope of consolidation 1330 Avenue of the Americas the of Avenue 1330 Tour Franklin Lyon de rue 105 Warnford Court 3364 Leudelange3364 York, NY10019 New Cedex Défense La 92042 Terrasse100/101 Boieldieu 1203 Genève 3NF EC3V London, (4 29-30 Cedex Défense La 92042 Terrasse100/101 Boieldieu 92042 La Défense Cedex Défense La 92042 Terrasse100/101 Boieldieu 19805 Delaware Wilmington, 403-B Suite Road, Centre 1013 3NF EC3V London, 29-30 Cornhill Warnford Court 3NF EC3V London, 29-30 Cornhill Warnford Court 3NF EC3V London, 29-30 Cornhill Warnford Court Kong Hong Terrace Central, Hing 1On Building, Hing On 21/F, 1203 Genève Lyon de rue 105 20100 Casablanca 157 boulevard d'Anfa 1050 65 Louise Avenue Square Stéphanie Head office Tour Franklin d'Eau Château du rue 10 Tour Franklin Immeuble Racine d'Anfa

Bruxelles th Floor) Cornhill

B114630 5905389 43322484700114 CHE-109.688.302 5896422 37755024900041 79120544600028 6173240 4965100 6526750 10468064 66431968-000-07-16-9 CH-170.4.000.727-1 219375 registration number Company 0879.426.546

Legal form company company company company company company company Incorpo- Incorpo- Limited Limited Limited Limited Limited Limited Limited SA/NV SASU SARL SARL SARL rated rated rated SAS SA SA

company Holding Parent Parent 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% (%)

United States United States United Luxembourg Nationality Switzerland Switzerland Hong Kong Kingdom Kingdom Kingdom Kingdom Morocco Belgium France France France United United United United United United consolidated of months Number 12 12 12 12 12 12 12 12 12 12 12 12 12 12 5 > Financial Information • Consolidated financial statements at 03/31/19 03 184 - 185

Number Company Holding of months Companies Head office registration number Legal form (%) Nationality consolidated Metis Consulting Tour Franklin 50299920400030 SASU 100% France 5 100/101 Terrasse Boieldieu 92042 La Défense Cedex Metis Consulting Flat 7107B, 1 Austin Road West, 2381018 Private 100% Hong Kong 5 Hong Kong Kowloon, Hong Kong company Metis (Shanghai) N°1045 Huai Hai Zhong Road, 91310000MA1FR9T09X Limited 100% China 5 Management Xuhui District, Shanghai company Consulting

All of these companies have been fully consolidated.

5. Notes relative to certain income statement and balance sheet items

Note 1. Revenues

The majority of Wavestone’s consolidated revenues are generated in France.

Revenue 03/31/19 03/31/18 France 343,976 321,706 International 47,554 38,213 Total 391,530 359,919

Average staff 03/31/19 03/31/18 France 2,538 2,361 International 302 245 Total 2,840 2,606

Note 2. Purchases

Purchases are limited exclusively to the purchase of subcontracting services.

Note 3. Payroll expenses

Personnel expenses 03/31/19 03/31/18 Salaries and benefits 187,578 176,892 Social contributions 75,411 70,661 Total 262,989 247,553

Average FTE headcount 03/31/19 03/31/18 Engineers and managers 2,792 2,565 Employees 48 41 Total 2,840 2,606 REGISTRATION DOCUMENT 2018/19 Salmon transaction. Kurt the of scale the and nature non-recurring the given non-current as recognized is relationships customer of amortization The Note 6. Note 5. (1) Excluding mandatory profit-sharing. Executive compensation Note 4. advertising. on expenditure and costs, repair and maintenance supplies, and equipment non-stock for are expenses external other Most Total Other external expenses assignments Travel, fees Professional expenses lease other and Rent Total Compensation paid to Supervisory Board members Compensation paid to Management Board members Securities trading charges Other operating income Other Other Other operating expenses Other operating income consisted of reversals of provisions in the amount of €245k for the New York, Brussels and Paris offices. Paris and York, Brussels New the for €245k of amount the in provisions of reversals of consisted income operating Other €32k. for offices Paris and €39k for offices London the €71k, of amount the in York New offices the on incurred costs included 03/31/19 at expenses operating Other Net total External expenses Non-recurring operating income andexpenses Executive directors’ compensation (1) 03/31/19 03/31/19 03/31/19 51,429 14,426 12,520 13,473 (800) (607) (525) (192) 11,011 724 473 275 275 251 03/31/18 03/31/18 03/31/18 (2,002) (1,325) (1,388) 40,914 10,908 9,074 11,221 (614) 9,712 434 677 677 276 710 > Financial Information • Consolidated financial statements at 03/31/19 03 186 - 187

Note 7. Financial income (loss)

03/31/19 03/31/18 Net income from sale of cash equivalents 10 4 Interest on borrowings (1,688) (1,868) Cost of net debt (1,678) (1,864) Other financial income and expenses (120) (978) Financial profit (loss) (1,799) (2,842)

Interest expense consisted mainly of €1,223k in interest on the bank loan contracted to finance the acquisition of Kurt Salmon, a €91k coupon on the Micado bond and financing for acquisitions for €217k.

Note 8. Tax charge

Net impact of profit tax

03/31/19 03/31/18 Current tax 17,598 18,735 Deferred tax 2,263 (1,448) Total 19,861 17,286

In accordance with the French Accounting Board (CNC) circular of 01/14/10, Wavestone opted to record the Company added- value contribution (CVAE) under income tax as of 2010. The CVAE booked under “Tax charge” totaled €4,505k.

Deferred tax Consolidated statement of financial position Income statement 03/31/19 03/31/18 03/31/19 03/31/18 Tax loss carryforwards capitalized 3,077 3,842 902 1,693 Temporary time differences on provisions 3,424 4,502 1,287 (1,727) Consolidation entries 2,692 2,774 60 (1,447) Total deferred tax assets 9,193 11,119 2,249 (1,481) Temporary time differences on provisions 54 39 14 33 Total deferred tax liabilities 54 39 14 33 Deferred tax charge 2,263 (1,448)

At 03/31/19, deferred taxes due in more than one year totaled Wavestone US’s losses in the amount of €4,143k have not €6,046k, compared with €5,356k at 03/31/18. All deferred been capitalized due to the low likelihood they will be used taxes generated by transactions carried out over the period within the five-year horizon considered to be reasonable. have been recognized.

The losses generated by the former subsidiary Audisoft Oxéa in the amount of €1,845k have not been capitalized, pending the tax administration’s response to the request for approval to transfer them to Wavestone SA. REGISTRATION DOCUMENT 2018/19 Net diluted earnings attributable per share per attributable earnings diluted Net share per attributable earnings undiluted Net Note 9. follows: as down breaks expense tax effective the and theoretical the between difference The Tax rationalization Note 10. to calculate netincome pershare at 03/31/18, basedonthenumberofshares asat 03/31/19. (2) Following theincrease inthenumberofshares incirculation (issuance offree shares andshare splits) andinaccordance withIAS 33,aretrospective restatement hasbeenmade (1) Excluding treasury shares. Number of shares issued at March 31 March at issued shares of Number Wavestone SA Wavestone Theoretical tax rate tax Theoretical profit/loss Pre-tax Tax credits other CVAE and 12: IAS (income) Tax expense Consolidated net income Weighted average number of shares outstanding parent the of to owners attributable income Net Kurt Salmon Wavestone Advisors SZ Wavestone Advisors UK Effective tax expense (income) expense tax Effective other CVAE and 12: IAS Tax credit rate adifferent at taxed Activities Permanent differences Reconciliation: (income) expense tax Theoretical Total Metis Xceed principles and methods”. “Accounting 3.5 section in noted as (CGU) Unit Generating Cash one only of consists Wavestone structure, its of Because Earnings pershare Goodwill ontheassets sideofthebalance sheet (1) (2) (1) Net value at

(1) (2) (1) 03/31/18 118,909 45,200 68,657 2,455 2,597 - - Change in 21,005 scope 11,037 9,968

- - - - Reduction in the year ------gains (losses) Translation 19,953,337 19,953,337 03/31/19 03/31/19 (4,505) 33.33% 30,770 30,770 42,695 (3,431) 14,230 19,861 19,861 4,505 (302) 707 1,099 339 139 182 1.54 1.54 47 329 - - Net value at 20,043,868 20,043,868 03/31/19 140,621 45,200 03/31/18 03/31/18 68,995 (5,308) 9,968 2,503 33.33% 35,088 2,736 11,219 (3,519) 26,628 26,628 17,287 17,286 11,695 1,490 3,519 (218) 1.33 1.33 801 > Financial Information • Consolidated financial statements at 03/31/19 03 188 - 189

Calculating goodwill for new acquisitions

Goodwill for new acquisitions breaks down as follows:

Xceed Metis Total Acquisition cost Acquisition price 13,729 9,731 23,460 Price supplement - 2,900 2,900 Total I 13,729 12,631 26,360 Assets acquired at acquisition date Fixed assets 102 185 286 Non-current assets 101 - 101 Current assets 5,865 6,533 12,398 Subtotal B 6,067 6,718 12,785 Liabilities acquired at acquisition date Non-current liabilities - 344 344 Short-term provisions 16 104 120 Current liabilities 3,359 3,608 6,967 Subtotal C 3,375 4,055 7,430 Total II - Net assets acquired (B-C) 2,692 2,663 5,355 Goodwill (I-II) 11,037 9,968 21,005

Impairment tests

Goodwill impairment tests have confirmed the value of goodwill on the basis of the nominal assumptions used.

Sensitivity tests were also carried out and their results are presented in the table below:

Wavestone Difference between value in use and carrying value > 90,000 Theoretical impairment of a 1 point reduction in growth to infinity (a) 0 Theoretical impairment of a 1 point increase in the discount rate (b) 0 Theoretical impairment of (a) + (b) 0

On the basis of these sensitivity tests, Management considers it reasonably unlikely that a change in the key assumptions used would require an impairment to be recognized.

As such, the impairment and sensitivity tests carried out confirmed no goodwill impairment over the period. REGISTRATION DOCUMENT 2018/19 Net total intangible assets intangible total Net The change in “Payables to suppliers of fixed assets” was €1,666k at 03/31/19, versus (€129k)in the same period last year. last period same the (€129k)in versus 03/31/19, at €1,666k was assets” fixed of to suppliers “Payables in change The assets. corresponding the of activation the of mainly consist construction under assets fixed in Decreases lease. a through financed those are restrictions to ownership subject are that assets tangible only The restrictions. to ownership subject are assets intangible Wavestone’s of None assets tangible total Net Total tangible assets Other lease assets Other tangible assets Total intangible assets Other lease assets Other tangible assets Total intangible assets Software Amortization Clients Software Gross value Note 11. Software Impairment Total tangible assets Clients Total tangible assets construction under assets Tangible Other lease assets Other tangible assets Total intangible assets Intangible assets in progress Intangible andtangibleassets 03/31/18 03/31/18 03/31/18 19,954 16,546 25,231 17,083 19,764 12,881 8,072 7,063 5,583 2,482 1,480 5,010 2,851 5,221 926 457 75 75 10 10 - consolidation consolidation consolidation Changes in Changes in Changes in scope scope scope 2,098 2,098 1,265 1,265 289 289 833 833 556 556 148 119 119 - - - 1 - - - - Increase Increase Increase (2,247) 3,226 2,795 2,289 2,362 3,552 6,071 3,169 2,519 880 863 922 922 50 50 ------Decrease Decrease Decrease (2,960) (3,220) (2,957) (942) (385) (385) (926) (232) (239) (541) (219) (28) (28) (24) (16) (16) (16) (13) - - - gains (losses) gains (losses) gains (losses) Translation Translation Translation 40 40 50 20 55 22 32 27 27 14 14 5 2 ------1 1 03/31/19 03/31/19 03/31/19 10,094 28,693 23,898 22,073 16,546 17,099 11,075 11,377 3,204 7,880 3,497 4,776 5,527 7,871 903 903 217 217 19 - - > Financial Information • Consolidated financial statements at 03/31/19 03 190 - 191

Note 12. Leases

Asset class 03/31/19 03/31/18 Transport equipment 54 69 Office and computer equipment 1,225 2,089 Total 1,279 2,159

Impact on income statement:

Income statement 03/31/19 03/31/18 Recognized depreciation (857) (936) Financial expenses (17) (24) Amount of royalties restated for the fiscal year 875 953 Total 1 (7)

Royalties:

Royalties 03/31/19 03/31/18 Original value of goods 4,776 5,010 Royalties paid: • in the previous years 2,738 1,298 • during the fiscal year 875 953 Total 3,613 2,251 Royalties outstanding • < 1 year 778 878 • 1 > 5 years 472 1,263 • > 5 years - - Total royalties 1,250 2,140 o/w future financial expenses 11 28 Residual value at end of the contract 67 69

Note 13. Other assets

Financial assets consist exclusively of deposits and guarantees.

Other non-current assets consist mainly of deferred tax assets in the amount of €6,046k, compared with €5,356k at 03/31/18. REGISTRATION DOCUMENT 2018/19 Impairment Impairment of other receivables year. prior the from unchanged 03/31/19, at (SICAVs) €1k was funds mutual money-market Group’s the of cost historical at value The Net book value Gross value Other debtors Impairment Net book value Gross value issued to be Invoices receivables Client Trade receivables andrelated accounts Impairment Prepaid expenses Tax receivables Advances and downpayments Other receivables Note 14. shares. Wavestone’s 243,155 owned Company the date, same At the 2018”. fiscal of “Highlights under provided is split 4-for-1 share the and increases capital the on Information unit. per €0.025 at shares new paid-up fully 20,196,492 comprised company parent Wavestone the of capital the At 03/31/19, Note 15. Gross value Liquid assets equivalents cash ( funds mutual Money-market Cash andcashequivalents Net book value account the customer’s specific situation and delays in payments. Overall, no impairment was recognized over the period. the over recognized was impairment no Overall, payments. in delays and situation specific customer’s the account into taking basis, individual an on impairment recognizes and basis a case-by-case on receivables trade its analyzes Wavestone Capital Current assets SICAV s) -

03/31/18 03/31/18 03/31/18 123,920 (1,440) 125,361 52,056 52,056 28,268 28,258 52,055 80,198 21,296 45,163 2,385 2,738 1,849 (10) (10) - 1 consolidation consolidation consolidation Changes in Changes in Changes in performance criterion for certain plans, relating to the relating plans, certain for criterion performance a fulfills she or he and Company the in shareholding conditions are met: the beneficiary has a personal two following the when vest shares free These directors. executive Company’s to the shares issued newly and/or existing allocate to freely 07/02/18 on meeting its at decided General Shareholders’ Meeting, the Management Board to by it the granted authorization to the pursuant addition, In 5,680 scope scope scope 4,059 5,345 5,345 5,345 5,672 1,466 1,466 1,622 1,174 107 178 (8) 7 - - - - Change Change Change (3,064) (7,088) (7,088) (7,088) (4,125) (4,117) (1,871) (7,119) (663) 7,456 1,482 336 415 (8) (8) 79 - - gains (losses) gains (losses) gains (losses) Translation Translation Translation 396 396 396 425 (12) 267 413 157 93 93 29 42 19 3 - - - - 03/31/19 03/31/19 03/31/19 130,420 131,802 50,709 50,709 50,708 25,692 39,823 25,710 (1,381) 19,447 91,979 4,427 1,312 (18) (18) 523 - 1 > Financial Information • Consolidated financial statements at 03/31/19 03 192 - 193

achievement of a consolidated operating income on ordinary shares to salaried staff members or certain categories of activities target. For the OneFirm Share Plan (under which employees of the Company and the Group, within the context free shares were allocated to partners of the new entity in of the Employee Savings Plan set up by the Company. January 2016), the vesting of free shares is subject to the Recognition of the respective benefits awarded within the achievement of a performance criterion based on consolidated context of these plans, for which a specific provision was operating income on ordinary activities. written, had an impact on shareholders’ equity in the financial In addition, at that same meeting, the Wavestone Management statements at 03/31/19. Board decided to freely allocate existing and/or newly issued

Note 16. Provisions

Most of the provisions relate to retirement benefits, which were measured by an independent actuary; proceedings before the labor courts, measured based on legal counsel’s estimates of the most probable risk; and, if applicable, provisions for trade disputes.

Changes in Reversal consolidation Translation 03/31/18 scope Increase Used Unused gains (losses) 03/31/19 Provisions for retirement 13,758 344 2,156 (180) (1,578) 67 14,566 packages Total long-term provisions 13,758 344 2,156 (180) (1,578) 67 14,566 Provisions for risks 4,521 120 1,660 (1,009) (1,049) 53 4,297 Total short-term provisions 4,521 120 1,660 (1,009) (1,049) 53 4,297 Total provisions 18,279 464 3,816 (1,189) (2,626) 119 18,862

Changes in provisions for the fiscal year had a (€884k) impact Sensitivity tests on operating income on ordinary activities and a (€223k) Tests of sensitivity to the discount rate were performed on impact on non-recurring operating income. the provision for termination benefits. Actuarial gains and losses related to the provision for A 0.25% increase in the discount rate would represent a €695k termination benefits are recognized directly in shareholders’ decrease in actuarial differences (recognized in shareholders’ equity. An actuarial loss of (€661k) reported at 03/31/19 equity) while a 0.25% decrease in the discount rate would stemmed primarily from changes in assumptions (discount represent a €750k increase in actuarial differences. rate, staff turnover rate, etc.).

This had an impact on shareholders’ equity of (€84k), net of deferred taxes, at 03/31/18 and of positive €500k, net of deferred taxes, at 03/31/19.

The net expense recognized of €1,059k breaks down as follows: • cost of services rendered: €1,054k; • interest expenses for the year: €185k; • benefits provided: (€180k). REGISTRATION DOCUMENT 2018/19 Breakdown of financial liabilities by interest rate: rate: interest by liabilities financial of Breakdown Liquid assets value historic at equivalents Cash Cash andcashequivalents Note 17. Rate Total liabilities financial overdrafts bank current excluding liabilities Total financial (< 1 year) liabilities financial Total current outstanding interest Accrued Bonds Total non-current financial liabilities Financial debt (leases) Bank borrowings 1>5years Debt Bank borrowings >5years Debt Net cash/debt cash/debt Net excluding liabilities Financial overdrafts bank equivalents cash of adjustment value Fair overdrafts of net Total cash overdrafts Bank Consolidated cash • • • • follows: as are loan acquisition/refinancing the of characteristics The period. the during obligations repayment debt its of any on default not did Group The below. 20 Note in described Assets pledged as collateral against these borrowings are Total liabilities financial Current financial liabilities financial Current liabilities financial Non-current Bank overdrafts Bank Bank borrowings Financial debt (leases) date of issue: 01/07/16. issue: of date 01/20/22; maturity: +margin); (Euribor variable rate: nominal: €95,000k; Financial liabilitiesandnetdebt 03/31/18 (34,646) 03/31/18 69,994 69,994 86,702 86,641 16,708 12,496 68,721 52,055 51,996 86,641 51,996 2,993 1,273 860 298 (61) 61 - - - 1 consolidation consolidation Changes in • • • • acquisitions: for loan 2018 the of Characteristics • • • • acquisitions: for loan the of Characteristics Changes in 5,268 3,995 Fixed 1,273 date of issue: 11/14/18. issue: of date 01/20/22; maturity: +margin); (Euribor variable rate: nominal: €4,600k; 04/19/18. issue: of date 07/20/21; maturity: +margin); (Euribor variable rate: nominal: €15,000k; scope 03/31/18 1,028 1,365 scope 4,456 889 4,456 477 5,345 337 337 3,979 337 (889) 139 477 ------Variable Change (4,628) (4,628) (2,993) Change (3,813) (8,447) 81,434 (6,262) (7,088) (6,262) 68,721 9,969 5,987 12,713 (826) (104) 1,359 2,185 (815) 2,185 (59) 826 - - - - gains (losses) gains (losses) Translation Translation Fixed 1,798 1,061 737 403 403 399 396 (7) (4) (4) 03/31/19 3 3 ------3 7 - - 03/31/19 03/31/19 Variable (38,713) 89,306 89,306 64,966 50,592 50,708 89,422 23,720 65,703 65,703 50,592 22,605 65,245 22,659 87,625 (116) 805 458 194 116 - - - - 1 > Financial Information • Consolidated financial statements at 03/31/19 03 194 - 195

Note 18. Other liabilities

Changes in consolidation Translation 03/31/18 scope Change gains (losses) 03/31/19 Other non-current liabilities Tax and social security liabilities 162 4 4 - 170 o/w tax liabilities 162 4 4 - 170 Other debt - - 1,365 - 1,365 Total 162 4 1,369 - 1,535 Current liabilities Trade receivables and related accounts 18,380 993 (47) 55 19,381 Tax and social security liabilities 89,664 3,663 (12,200) 243 81,369 o/w tax liabilities 36,592 1,095 (738) 78 37,027 o/w social security liabilities 53,071 2,568 (11,462) 165 44,342 Other current financial liabilities 17,876 941 3,987 46 22,851 o/w suppliers of assets 322 - 1,666 - 1,988 o/w other debt 6,404 92 2,931 27 9,454 o/w prepaid income 11,150 850 (610) 19 11,409 Total 125,920 5,597 (8,260) 344 123,601 Total other liabilities 126,082 5,601 (6,891) 344 125,136

Note 19. Financial instruments

Wavestone’s financial instrument portfolio is made up of: • holdings in SICAV money-market funds, all of which are indexed to EONIA, and are thus risk-free; • treasury stock; • currency futures contracts; • cross-currency swaps; • interest rate hedges (caps). REGISTRATION DOCUMENT 2018/19 Total liabilities Current accounts Current instrument assets Derivative (including leases) debt Financial Bank overdrafts Bank Bank loans Total assets Bonds Liquid assets Cash equivalents Cash Current accounts Current instrument assets Derivative receivables and financial amortized cost at assets Financial Equity instruments At 03/31/19 liabilities and assets financial of value fair and classification Accounting hedging Set with 350 350 195 195 ------measured at fair Financial assets 50,709 50,708 value through Profit ------1 Equity Instrument category ------derivatives amortized financial at cost at Assets 2,030 2,030 ------amortized Liabilities financial 88,043 89,422 at cost at 1,263 116 ------of financial statement position 88,043 50,708 52,934 89,772 2,030 Value 1,263 350 195 net 116 to to - - - - 1 50,709 50,708 quoted market Level 1 assets Prices Prices on a on a 116 116 ------1 parameters observable in-house in-house 88,043 89,656 Level 2 2,030 Model Model 2,225 1,263 Fair value with 350 195 ------parameters observable in-house in-house Level 3 Model Model with non ------88,043 50,708 52,934 89,772 2,030 Value 1,263 350 Fair 195 116 - - - - 1 > Financial Information • Consolidated financial statements at 03/31/19 03 196 - 197

Instrument category Fair value Level 1 Level 2 Level 3 Financial assets measured at fair Value Model value through Assets net Prices Model in-house financial Liabilities to quoted in-house with derivatives financial statement on a with parameters Set with at cost at cost of financial market parameters non Fair At 03/31/18 hedging Profit Equity amortized amortized position assets observable observable Value Equity ------instruments Financial assets at amortized cost - - - 1,566 - 1,566 - 1,566 - 1,566 and financial receivables Derivative 787 - - - - 787 - 787 - 787 instrument assets Current accounts ------Cash equivalents - 1 - - - 1 1 - - 1 Liquid assets - 52,055 - - - 52,055 52,055 - - 52,055 Total assets 787 52,056 - 1,566 - 54,408 52,056 2,352 - 54,408 Bonds - - - - 3,074 3,074 - 3,074 - 3,074 Bank loans - - - - 81,434 81,434 - 81,434 - 81,434 Financial debt - - - - 2,134 2,134 - 2,134 - 2,134 (including leases) Bank overdrafts - - - - 61 61 61 - - 61 Derivative 62 - - - - 62 - 62 - 62 instrument assets Current accounts ------Total liabilities 62 - - - 86,702 86,763 61 86,703 - 86,763 REGISTRATION DOCUMENT 2018/19 Total • • • • commitments: rental property to the respect With 2022. in mature commitments These banks. by these granted €45,000k of credit of lines confirmed initial the and loan €88,380k the to cover collateral as banks to the pledged were assets These acquisition. to this related guarantees liability of exercise the from arising receivables any and subsidiaries its and Advisors by Wavestone held debt intra-group shares, Advisors Wavestone concern pledges in €97,594k The Note 20. (1) O/w inanescrow €1,282k account andaninsurance policy (Kurt Salmontransaction) intheamountof€15,000k. Financial instruments Liability guarantees Pledges Guarantees and sureties Commitments given Undrawn credit lines lines credit Undrawn Guarantees and sureties Commitments received Total Finance lease agreements guarantee maturing in 2028. in maturing guarantee rental €28k and 2023 in maturing abank from guarantee rental by a €60k covered are Belgium in leases the 2024; in maturing amount, same the in agreement apledge for return in Luxembourg to Wavestone granted €173k of amount the in abank from guarantee rental by a first-demand covered is Luxembourg in lease the lessor; to its commitments its to meet fail it should UK Advisors Wavestone for substitute would which SA Wavestone from guarantee unlimited by an covered is Kingdom United the in lease the lessor; to its commitments its to meet fail it should US Wavestone for substitute would which SA Wavestone from guarantee unlimited by an covered is States United the in lease the Off-balance sheet commitments (1) (1) Total amountat to €38,108k on the basis of the same assumptions. same the of basis the on to €38,108k come have would 03/31/18 at commitments lease Operating 3.1.2). (see Note statements financial Wavestone’s on 16 IFRS of application of impact expected the of magnitude the to determine possible is it commitments, these of amount the on Based period. 9-year the of end the until table above the in included therefore are date, exit possible by this limited previously commitments, rental property corresponding The exercised. be not will option this that assumes management Firm’s the 9years, or 6 3, after exit of possibility the for provide that leases estate real for 16, IFRS of impacts the of assessment an Following years. fiscal 2018/19 and 2015/16 2014/15, the during out carried acquisitions the from arose guarantees liability Wavestone’s 03/31/19 143,780 45,000 44,097 26,373 97,594 74,169 2,088 2,796 45,000 < 1year 46,751 8,438 7,550 1,751 887 - - 1 >5years 127,078 29,483 26,373 26,373 97,594 - - - > 5years 8,264 7,064 1,045 1,045 1,201 - - - > Financial Information • Consolidated financial statements at 03/31/19 03 198 - 199

Total amount at 03/31/18 < 1 year 1 > 5 years > 5 years Commitments given Guarantees and sureties 789 662 - 127 Pledges 90,900 - 90,900 - Finance lease agreements 31,815 5,876 18,442 7,497 Total 123,505 6,538 109,342 7,625

Commitments received Guarantees and sureties 8,344 7,217 - 1,127 Undrawn credit lines (1) 25,000 15,000 10,000 - Liability guarantees (1) 18,496 659 17,836 - Total 51,840 22,876 27,836 1,127

(1) O/w €437k in an escrow account and an insurance policy (Kurt Salmon transaction) in the amount of €15,000k.

Note 21. Related-party transactions

Transaction Name of Type of Type of transaction amount related party relationship Expertise in financial policy, development and external Chairman growth 0 Michel Dancoisne of the Supervisory Board Member Fees with Frenger in international development 225 Jean-Noël Mermet of the Supervisory Board (1)

(1) Resignation in June 2018.

Note 22. Subsequent events Founded in 2011 (from the merger of agens Consulting GmbH, paricon AG and ESPRIT Consulting AG), Q_PERIOR is a digital Dividend payout and management consulting firm. A leader in its home market, Wavestone will submit a proposal for a total dividend payout Q_PERIOR has a substantial international footprint that of €4,587k (equivalent to €0.23 per share) for shareholder extends to Austria, Switzerland, the UK, Bosnia-Herzegovina, approval at the annual General Meeting called to approve the the United States and Canada. It reported 10% growth in Company’s financial statements for the fiscal year ended revenue in 2018 to €195m. 03/31/19. The partnership will allow the firms to capture joint commercial opportunities by leveraging their respective Partnership with German consulting firm Q_PERIOR geographies and will boost Wavestone’s strengths in the Wavestone announced a new, non-capital-holding partnership industry market segment. with Q_PERIOR, a German consulting firm with more than 1,100 professional staff to further its international expansion. REGISTRATION DOCUMENT 2018/19 statements on a half-yearly basis ahalf-yearly on statements financial consolidated and individual the of review limited & Certification Total Services other than the certification certification the than other Services certification of financial statements financial of certification legal the than other Services Subtotal entity the by requested statements financial of Subtotal Subtotal Note 23. Risk factors are presented in the “Risk factors and their management” section of the Management Board Report. Board Management the of section management” their and factors “Risk the in presented are factors Risk Note 24. (2) The services provided relate to theissue ofthecertification onfinancial ratios. (1) The services provided relate to theissue ofotherlegalreports as partoftheextraordinary Shareholders’ Meeting. > Fully consolidated subsidiaries consolidated Fully > > Fully consolidated subsidiaries consolidated Fully > > Fully consolidated subsidiaries consolidated Fully > > Issuer > Issuer > > Issuer > (2) Auditors’ fees Risk factors (1)

Amount 18/19 245 243 140 103 2 2 - - - - Amount 17/18 150 152 95 55 2 2 - - - - 100% 100% 100% 100% 18/19 58% 42% 0% 0% 0% 0% % 100% 100% 100% 100% 17/18 63% 37% 0% 0% 0% 0% % Amount 18/19 130 128 128 2 2 - - - - - Deloitte &Associés Amount 17/18 220 217 118 99 2 2 - - 1 1 100% 100% 100% 100% 100% 18/19 0% 0% 0% 0% 0% % 100% 100% 100% 100% 100% 100% 17/18 46% 54% 0% 0% % > Financial Information • Statutory Auditors’ report on the consolidated financial statements - Year ended 03/31/19 03

Statutory Auditors’ report on the consolidated financial statements - Year ended 03/31/19 200 - 201

This is a translation into English of the Statutory Auditors’ report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English speaking users. This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of the Statutory Auditors or verification of the information concerning the Group presented in the management report. This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

To the Wavestone Shareholders’ Meeting, opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements. In compliance with the engagement entrusted to us by your Shareholders’ Meeting, we have audited the accompanying Measurement of goodwill (Section 3.5 “Business combina- consolidated financial statements of Wavestone for the year tions and goodwill” in Note 3 to the consolidated financial ended March 31, 2019. statements “Accounting methods and principles”) In our opinion, the consolidated financial statements give a Risk identified true and fair view of the results of operations of the Group for the year then ended and of its financial position and of its In recent years, the Company has continued to expand assets and liabilities as of March 31, 2019 in accordance with through numerous targeted acquisitions, in various countries, International Financial Reporting Standards as adopted by and across all its activities. the European Union. As described in Notes 3.5 and 5.10 to the consolidated The audit opinion expressed above is consistent with our financial statements, these acquisitions resulted in the report to the Audit Committee. recognition of goodwill which, under IFRS 3 “Business Combinations,” is defined as the difference between (i) the Basis for opinion aggregate of the consideration transferred, which can be increased by the amount of any non-controlling interest in the Audit framework acquiree, and (ii) the net fair value of the identifiable assets We conducted our audit in accordance with professional acquired and the liabilities assumed. standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to Net goodwill on the reporting date represented nearly 37% of provide a basis for our opinion. the Group’s total assets. In accordance with IAS 36 “Impairment of assets,” this goodwill is allocated, on Our responsibilities under those standards are further described acquisition, to Cash Generating Units (CGU) that should in the “Statutory Auditors’ Responsibilities for the Audit of the benefit from the synergies of business combinations at the Consolidated Financial Statements” section of our report. lowest level within the Group at which the goodwill is monitored for internal management purposes. Independence • The Group’s operating model cannot track individual We conducted our audit in compliance with independence goodwill items and therefore the Wavestone firm rules applicable to us, for the period from April 1, 2018 to the constitutes a single CGU. date of our report and specifically we did not provide any • Impairment testing for goodwill and the CGU to which it is prohibited non-audit services referred to in Article 5, allocated are based on internal estimates carried out as paragraph 1, of Regulation (EU) no. 537/2014 or in the French part of the five-year business plan and the use of the Code of ethics (code de déontologie) for Statutory Auditors. market value derived from the Wavestone’s market capitalization. Justification of Assessments - Key Audit Matters • Long-term business plans require management to exercise In accordance with the requirements of Articles L.823-9 and significant judgment with respect to the estimates used to R.823-7 of the French Commercial Code (Code de commerce) determine the recoverable amount of the CGU. relating to the justification of our assessments, we inform you of We considered the goodwill impairment tests to be a key audit the key audit matters relating to risks of material misstatement matter due to the high degree of management estimates and that, in our professional judgment, were of most significance in judgments, the sensitivity of recoverable amounts to changes the audit of the consolidated financial statements of the current in forecast assumptions, and the relative weight of these period, as well as how we addressed those risks. assets in the Group’s consolidated financial statements. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our REGISTRATION DOCUMENT 2018/19 • • ways: three in contracted are Company by the provided services The sectors. business diverse in operate who customers its to services various offers Group the statements, financial consolidated to the 5.18 and 5.14 3.18, Notes in described As Risk identified methods”) accounting and “Rules statements financial consolidated the 3to Note in recognition” “Revenue 3.18 (Section services price fixed from revenue of Recognition • • • • • in: consisted primarily procedures Our conclusions. resulting the and Firm by the out carried tests impairment to the relating work the We examined response Our incurred. A provision for loss on completion is written on a on written is completion on loss for Aprovision incurred. yet to be and incurred costs the of basis the on calculated are These completed. are work the of stages various the when and as recognized are contracts services fixed-price Fixed-price services contracts. work. the of progress of state the with phase in not is invoicing when recognized are income deferred and receivables Unbilled spent. hours billable of number by the multiplied price selling contracted the of basis the on calculated is Revenue rendered. is service the when and as arerecognized contracts services time-based contracts services Time-based parameters applied. financial the and adopted assumptions the in changes to tests impairment the of sensitivity the Analyzing plan. business the in used value terminal the and rate discount the to determine used method the and use, in value the to determine used model the tests, impairment the for used Assessing the reasonableness of the financial parameters plan forecasts. reasonableness of the assumptions used for the business the of assessment an and data historical the of review a Management, with discussions in consisted examination This CGU. identified the of plan business the Examining goodwill tests. impairment the for identified CGU the of amount recoverable the of Assessing the reasonableness of valuation Management’s tests. impairment goodwill the for adopted level grouping CGU to the goodwill to allocate Firm by the used methodology the force, in IFRS to the respect with Assessing, . Revenues generated on Revenues generated on • • we: which for projects complexity), year, project the over contracts new of year, inception the over contracts former of finalization contracts, of age the income], volumes or outstandings [unbilled receivables and deferred (business approach amulti-criteria on based selecting, in consisted contracts fixed-price from revenue to measure implemented procedures audit the tests, substantive the For controls. these of efficiency operational the verifying and keyof controls walkthrough test, reviewing the design and implementation a performing in consisted review control internal year. Our the over contracts “fixed-price” of completion of percentage the and to completion losses and revenue to forecast respect with Group by the implemented processes the We examined response Our contracts. these from expected risks financial the and to completion losses and revenue determining in required are judgments and estimates Management as insofar matter akey to audit be contracts “fixed-price” from revenue of recognition the We considered • recorded over the year. the over recorded income net and revenue the to measure procedures analytical and controls mathematical Implemented – – on: based by Management Assessed the reasonableness of the estimates carried out contract. the of terms temporis prorata the with phase in not is invoicing when recognized are income deferred and receivables Unbilled contract. the of term the over basis temporis aprorata on recognized is services subscription contracts. services Subscription “Construction contracts.” 11 IAS in defined method completion of percentage the with complies method This work. the of progress of state the with phase in not is invoicing when recognized are income deferred and receivables Unbilled aloss. make to expected is acontract when basis contract-per-contract – – charged, payroll data); payroll charged, time of tracking the covering data reports, acceptance of projects (contracts, purchase orders, customer positions financial the to support collected evidence audit year-end; the at ongoing projects for completion of percentages the and completion to losses and revenue forecast of analysis the corroborate to teams, Control Management and Coordination Finance Sales Projects, the with held discussions Revenue from Revenue > Financial Information • Statutory Auditors’ report on the consolidated financial statements - Year ended 03/31/19 03 202 - 203

Specific verifications The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal We have also verified in accordance with professional control and risk management systems and, where applicable, standards applicable in France, the specific verifications its internal audit, regarding the accounting and financial required by laws and regulations pertaining to the Group’s reporting procedures. information presented in the Board of Directors’ management report. These consolidated financial statements have been approved by the Board of Directors. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements. Statutory Auditors’ responsibilities for the audit of We attest that the consolidated non-financial statement the consolidated financial statements required by Article L.225-102-1 of the French Commercial Objective and audit approach Code (code de commerce) is included in the Group’s Our role is to issue a report on the consolidated financial information given in the management report, it being specified statements. Our objective is to obtain reasonable assurance that, in accordance with article L.823-10 of this Code, we have about whether the consolidated financial statements as a verified neither the fair presentation nor the consistency with whole are free from material misstatement. Reasonable the consolidated financial statements of the information assurance is a high level of assurance, but is not a guarantee contained therein. This information should be reported on by that an audit conducted in accordance with professional an independent third party. standards will always detect a material misstatement when it Report on other legal and regulatory requirements exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they Appointment of the Statutory Auditors could reasonably be expected to influence the economic We were appointed as Statutory Auditors of Wavestone by decisions of users taken on the basis of these consolidated the Shareholders’ Meeting held on September 30, 2001 for financial statements. Deloitte & Associés and on July 11, 2014 for Mazars. As specified in Article L.823-10-1 of the French Commercial As of March 31, 2019, Deloitte & Associés was in the 18th year Code (code de commerce), our statutory audit does not of total uninterrupted engagement, taking into account include assurance on the viability of the Company or the previous acquisitions of firms, and Mazars was in the 5th year quality of management of the affairs of the Company. of total uninterrupted engagement. As part of an audit conducted in accordance with professional Responsibilities of Management and those charged standards applicable in France, the Statutory Auditor with Governance for the consolidated financial exercises professional judgment throughout the audit and statements furthermore: • identifies and assesses the risks of material misstatement Management is responsible for the preparation and fair of the consolidated financial statements, whether due to presentation of the consolidated financial statements in fraud or error, designs and performs audit procedures accordance with International Financial Reporting Standards responsive to those risks, and obtains audit evidence as adopted by the European Union, and for such internal considered to be sufficient and appropriate to provide a control as management determines is necessary to enable the basis for his opinion. The risk of not detecting a material preparation of consolidated financial statements that are free misstatement resulting from fraud is higher than for one from material misstatement, whether due to fraud or error. resulting from error, as fraud may involve collusion, forgery, In preparing the consolidated financial statements, intentional omissions, misrepresentations, or the override management is responsible for assessing the Company’s of internal control; ability to continue as a going concern, disclosing, as • obtains an understanding of internal control relevant to the applicable, matters related to going concern and using the audit in order to design audit procedures that are going concern basis of accounting unless it is expected to appropriate in the circumstances, but not for the purpose liquidate the Company or to cease its operations. of expressing an opinion on the effectiveness of the internal control. REGISTRATION DOCUMENT 2018/19 • • • • expressed on these consolidated financialstatements. opinion the for and statements financial consolidated the of audit the of performance and supervision direction, the for responsible is Auditor Statutory The statements. financial consolidated the on opinion an to express Group the within activities business or entities the of information financial the regarding evidence audit appropriate sufficient obtains presentation; fair achieves that amanner in events statements represent the underlying transactions and financial statements and assesses whether these consolidated the of presentation overall the evaluates therein; expressed opinion the modify to inadequate, or provided not are disclosures or, such if statements financial consolidated the in disclosures related to the report audit the in attention to draw requirement a is there exists, uncertainty amaterial that concludes Auditor Statutory the If concern. agoing as continue to to cease Company the cause may conditions or events However, future report. audit his of date to the up obtained evidence audit the on based is assessment This concern. agoing as to continue ability Company’s the on doubt significant cast may that conditions or to events related exists uncertainty amaterial whether obtained, evidence audit the on based and, accounting of basis concern going the of use management’s of appropriateness the assesses consolidated financial statements; the in by management made disclosures related and estimates accounting of reasonableness the and evaluates the appropriateness of accounting policies used Deloitte & Associés Dominique Laurent Partner Paris La Défense and Courbevoie, June 7, 2019 June Courbevoie, and Défense La Paris The Statutory Auditors de déontologie de related safeguards. reasonably be thought to bear on our independence, and the may that risks the Committee Audit the with we discuss ( Code Commercial French the of to L.822-14 L.822-10 Articles by particular in set are they as such France in applicable rules the of meaning the within independence our confirming 537-2014, no. (EU) Regulation 6of Article to in referred declaration the with Committee Audit the provide We also report. this in describe to required we are that matters key audit the therefore are which and period current the of statements financial consolidated the of audit the in significance most of were judgment, professional our in that, misstatement material of risks the includes Committee Audit to the report Our we identified. have that procedures reporting financial and accounting the regarding control internal in deficiencies any, if significant report, also We audit. our of results the as well as implemented, program audit the and audit the of scope the of adescription particular in includes which Committee Audit to the a report We submit Committee Audit the to Report code de commerce de code ) for Statutory Auditors. Where appropriate, ) and in the French Code of ethics ( ethics of Code French the in ) and Paul-Armel Junne Partner Mazars

code code > Financial Information • Company financial statements at 03/31/19 03

Company financial statements at 03/31/19 204 - 205

Wavestone income statement

(in thousands of euros) 03/31/19 03/31/18 Revenue 308,967 274,228 Operating subsidies 1 0 Reversals on provisions, impairment and transfer of expenses 4,486 1,860 Other operating income 12,902 5,002 Total operating income 326,357 281,089 Purchases consumed 62,312 38,077 Staff expenses 157,964 149,020 Other operating expenses 43,223 31,008 Levies and taxes 6,712 6,646 Depreciation allowances, impairment and provisions 6,674 5,247 Total operating expenses 276,885 229,998 Operating profit 49,472 51,091 Financial income 2,094 1,494 Financial expenses 1,982 2,337 Financial profit (loss) 113 (843) Profit from continuing operations 49,584 50,248 Non-recurring profit (loss) (2,017) (685) Company profit 47,568 49,564 Equity interests 4,162 6,678 Income tax 11,868 12,328 Net income 31,538 30,558 REGISTRATION DOCUMENT 2018/19 Total assets assets Current Liquid assets Trading securities Other receivables and accruals Trade receivables and related accounts (in thousandsof euros) Liabilities (in thousandsof euros) Assets Wavestone balance sheet Fixed assets Fixed assets Financial Profit Reserves and retained earnings Additional paid-in capital Debt Other debt and accruals provisions Regulated Capital Tangible assets Intangible assets Trade receivables and related accounts Bank borrowings Bonds Provisions Shareholders’ equity Total liabilities 395,466 181,005 126,342 214,461 20,990 30,078 30,352 112,071 67,128 8,504 Gross Depreciation/ Impairment 28,457 28,552 21,642 6,797 86 95 18 0 0 8 03/31/19 03/31/19 186,003 164,487 366,914 366,914 126,324 30,344 45,486 197,515 121,079 180,911 70,854 30,078 88,687 111,985 37,974 31,538 8,504 11,365 14,193 4,912 505 Net 0 0 03/31/18 03/31/18 329,526 329,526 158,405 103,426 137,003 28,540 38,846 94,583 45,965 30,558 187,135 98,552 82,452 26,759 73,061 13,888 171,121 11,365 2,089 5,387 3,081 497 Net 0 > Financial Information • Notes to the Company financial statements 03

Notes to the Company financial statements 206 - 207

Contents

1. Overview 208 4. Notes relative to certain income statement and balance sheet items 211 2. Significant events in the fiscal year 208 Note 1. Breakdown of revenues 211 Note 2. Average workforce 211 3. Accounting rules and methods 209 Note 3. Compensation paid to management and supervisory bodies 212 3.1. Accounting standards 209 Note 4. Non-recurring expenses and income 212 3.2. Intangible and tangible assets 209 Note 5. Breakdown of taxes 212 3.3. Investments, other long-term securities and marketable Note 6. Goodwill 213 securities 209 Note 7. Fixed assets 213 3.4. Receivables 210 Note 8. Depreciation and amortization 214 3.5. Bond redemption premiums 210 Note 9. Treasury stock 214 3.6. Foreign currency transactions 210 Note 10. Maturities of trade receivables and payables 215 3.7. Retirement benefits 210 Note 11. Items concerning associate companies 216 3.8. Regulated provisions 210 Note 12. Accrued income 216 3.9. Financial instruments 210 Note 13. Accrued expenses 216 3.10. Revenue recognition and partially completed transactions at the end of the fiscal year 211 Note 14. Deferred income and prepaid expenses 217 3.11. Change in method 211 Note 15. Measurement differences of marketable securities 217 Note 16. Breakdown of share capital 217 Note 17. Change in shareholders’ equity 217 Note 18. Provisions and impairment 218 Note 19. Increases and decreases in future tax liabilities 219 Note 20. Leases 219 Note 21. Hedging instruments 220 Note 22. Off-balance sheet commitments 221 Note 23. Information on subsidiaries and equity interests 222 Note 24. Related-party transactions 223 Note 25. Subsequent events 223 REGISTRATION DOCUMENT 2018/19 underpin them. that technologies the and equipment, processes, structures, organizational the of implementation to the definition strategy from operations, chain supply their transform clients helps Consulting Metis Paris, in based and 2007 in Founded Consulting on 11/13/18. Metis of capital share the of 100% acquired Wavestone Metis Consulting’s acquisition to Wavestone. available already lines credit of use the through cash, in entirely financed was acquisition This London. in located majority vast the York, with New and London in employees 60 has firm The activity. FIMS Group’s Xceed include not do figures These 20%. than more of margin EBITDA adjusted an and (£13,346k) €15,285k of revenues consolidated recorded Group Xceed 11/30/17, ended year fiscal the In programs. change IT complex of delivery and planning the include activities primary Its players. services financial major for programs transformation IT implementing in specializes that aconsultancy is Group Xceed 2003, in London in Established Inc. (2007) Xceed and Limited Services Consultancy Xceed owns wholly itself which activities, operational no with company aholding Limited, (Holdings) Group Xceed of capital the of all acquired Wavestone 04/06/18, On Services) Managed Infrastructure business (Flexible FIMS the excluding Group Xceed of Acquisition 2. annual financial statements. the of part integral an form tables and notes following The euros (€k). The financial statements are presented in thousands of Management Board on 05/27/19. by the approved were statements financial annual These 03/31/19. to 04/01/18 from period 12-month the covers year fiscal The 1. Significant events in the fiscal year fiscal the in events Significant Overview maturity in January 2022. January in maturity at redeemable €35,000k and 2022 January in redeemable €15,000k tranches: two of consists facility The agreement. initial the as conditions commercial same the under €50,000, of amount the in acquisitions for earmarked line credit afurther down 01/07/16 to draw on concluded agreement credit to the amendment an signed Wavestone 10/30/18, On Financing transaction year. fiscal the during expired that plans two the of beneficiaries to the shares free of award the was rounds increase both of purpose The account. reserves the using 07/20/18, effective shares new 44,132 creating by €1k of increase capital asecond out carried Wavestone account. reserves the using 06/29/18, of as effective shares new 284,832 by issuing by €7k capital its increased Wavestone increases Capital each. €0.025 at shares new by 20,196,492 replaced were share per €0.10 of value apar for shares 5,049,123 former The 09/04/18. on session trading the of as effective capital, share the comprising shares the of value par the of split a4-for-1 on resolved 07/26/18 on Shareholders of Meeting In accordance with the 17 the with accordance In split share Wavestone to Wavestone. available lines credit of use the through cash, in entirely financed was acquisition This staff. 40 has Consulting Metis years. three past the for 15% than higher consistently been has margin EBITDA 03/31/18; ended year fiscal the for revenue in €8.7m posted firm The th resolution, the combined General > Financial Information • Notes to the Company financial statements 03 208 - 209

3. Accounting rules and methods Due to the legal and operational restructuring of various practices in recent years, merger losses and badwill can only 3.1. Accounting standards be monitored as a whole and have been grouped as a single The financial statements at 03/31/19 were prepared in accounting entry. accordance with Regulation 2014-03 of the ANC (Autorité des The entry into force of new accounting rules introduced in Normes Comptables, the French accounting standards board) Regulations 2015-06 and 2015-07 did not result in the and its subsequent opinions and recommendations. amortization of goodwill with an indefinite useful life. The accounting policies have been applied fairly in accordance with the principle of prudence and with the basic assumptions 3.3. Investments, other long-term securities and of: marketable securities • going concern; Gross value equals acquisition cost excluding ancillary • consistency of accounting methods from one fiscal year to expenses. When the balance sheet value is less than the gross the next; and value, an impairment is booked for the amount of the • periodicity. difference.

They have also been applied in accordance with the general Equity investments rules governing the preparation and presentation of the annual financial statements. Equity investments are carried at their historical cost on the balance sheet. Where applicable, they are written down to The basic method used to value the items booked in the their value in use at the end of the fiscal year. Value in use is financial statements is the historical cost method. measured using a set of criteria, such as the equity share of the Company concerned, its profitability, its cash flows and 3.2. Intangible and tangible assets its future prospects.

Intangible assets are measured at acquisition cost (purchase Securities acquisition costs are not capitalized. price plus ancillary expenses, excluding fixed-asset acquisition costs). Impairment tests are conducted using the discounted future cash flow method. Cash flows are determined on the basis of Tangible assets (property, plant and equipment) are measured projections for a five-year period and a perpetual growth rate either at acquisition cost (purchase price plus ancillary assumption thereafter. The cash flows derived from these expenses, excluding fixed-asset acquisition costs) or at estimates are then discounted. production cost. These tests are based on the following key assumptions: The depreciation periods applied to purchases are as follows: • a perpetual growth rate of 2%, a level deemed reasonable • software: 3 or 5 years; in light of past performances observed in the management • fixtures and fittings: 9 years; and IT services consulting sector; • IT equipment: 3 years; • a discount rate of 10% after tax determined by an • office furniture: 9 years. independent appraiser. This rate factors in a 10-year risk- Depreciation is calculated using the straight-line method. free rate, a market risk premium, the beta observed for comparable listed companies (including Wavestone) and a Goodwill Company-specific risk premium.

The goodwill valuation is monitored over time. In the event of an other-than-temporary impairment, a provision is written for loss in value.

This item also includes merger losses (mali de fusion), which represent the negative goodwill (or “badwill”) between the net assets received from the subsidiary whose assets and liabilities were all transferred and the book value of the investment. REGISTRATION DOCUMENT 2018/19 financial income. under recognized are realized) or (provisioned receivables and payables financial for adjustments Translation income. operating under recognized are realized) or (provisioned Translation adjustments for trade payables and receivables 3.9). (see Note principles accounting hedge follow and the translation adjustments are recorded on the balance sheet case, the is item). that If hedging or item (hedged relationship a hedging of part are equivalents cash and cash the unless statement, income the on carried are equivalents cash and cash Translation adjustments resulting from the remeasurement of balance sheet. the of side assets the on recorded adjustments translation for booked is risk unhedged to the equal Aprovision gain. unrealized an is there when sheet balance the of side liabilities the on adjustments” “Translation under and loss unrealized an is there when sheet balance the of side assets the on adjustments” “Translation under recorded are rate exchange closing the at currencies foreign in payables and receivables Translation differences resultingfrom the remeasurement of rate. exchange closing their at year fiscal the of end the at translated are currencies foreign in denominated Payables, receivables, and cash and cash equivalents equivalents cash and cash and receivables, and Trade payables 3.9). (see Note account revenue same the in recognized applicable, where is, hedging of impact The date. sale the on rate exchange the at euros into translated are currencies foreign in denominated Sales Revenues 3.6. None. 3.5. value. carrying their than less is value sheet balance their when recognized is impairment An value. nominal their at measured are Receivables 3.4. • • • used for: are and securities long-term as classified are shares Treasury Treasury stock free share allocation programs. (liquidityliquidity transactions contracts); purposes to finance acquisitions; exchange for or payment, as operations, growth external Foreign currency transactions Foreign currency transactions Bond redemption premiums Receivables

is treated as an open position. open an as treated is instrument hedging the exists, longer no item hedged the If hedging. of impacts the in factor item to ahedged relating risks for provisions and Impairments principle. matching income the to apply except sheet, balance the on recognized not are derivatives of value the in Changes income. financial under classified and hedge the of life the over recognized are derivatives currency on Premiums/discounts • • therefore: is receivables resulting the and currencies foreign in sales hedge that derivatives currency from Income in the income statement. recognition of purposes the for item hedged the of those with matched are risks rate interest and currency its manage and hedge SA to by Wavestone used instruments financial the of impacts The documented. and identified been has relationship accountingHedge principles are applied when a hedging Hedging instruments 3.9. None. 3.8. • • • • • • • • assumptions: following the on based are benefits Retirement commitments. sheet balance off- under noted are but recognized not are benefits These independent actuaries. by method unit-credit projected the of basis the on measured are plans defined-benefit from resulting Obligations 3.7. “Other expenses” and “Other income” lines. the in classified and collected when recognized partially (see 3.6); line “Revenue” the in classified and invoiced when recognized partially voluntary departure. years; 65 age: retirement 1.04%; rate: discount 45%; rate: tax payroll 2%; increases: salary TGHF table; mortality 2005 17%; rate: turnover staff 3018); no. (Syntec firms consulting covering agreement bargaining collective the of application Financial instruments Regulated provisions Retirement benefits > Financial Information • Notes to the Company financial statements 03 210 - 211

3.10. Revenue recognition and partially completed 3.10.2. Fixed-price services contracts transactions at the end of the fiscal year Revenues generated on fixed-price services contracts are Revenues are recognized according to the type of contract recognized as the work progresses based on costs incurred entered into with the client: and future costs. A provision for loss on completion is written on a contract-by-contract basis when a loss is expected. 3.10.1. Time-based services contracts Unbilled receivables and deferred income are recognized Revenues generated on time-based services contracts are when the invoicing does not reflect the actual progress of recognized as and when the service is rendered. Revenue is work. calculated on the basis of the contracted selling price and the 3.10.3. Subscription services number of billable hours spent. Unbilled receivables and deferred income are recognized when the invoicing does not Revenues from subscription services are recognized on a reflect the actual progress of work. prorated basis over the term of the contract. Unbilled receivables and deferred income are recognized when the invoicing does not reflect the prorated amounts.

3.11. Change in method

None.

4. Notes relative to certain income statement and balance sheet items

Note 1. Breakdown of revenues

Wavestone specializes in the specific market segment of management and information systems consulting. Since all of these services are subject to the same risks and generate similar levels of profitability, Company revenues are not broken down by business line.

The majority of Wavestone’s revenues are generated in France.

Note 2. Average workforce

Salaried personnel Managers 1,839 Employees, technicians and supervisors 40 Total 1,879

The average workforce is calculated on a full-time equivalent Recognition of the CICE in the income statement led to a (FTE) basis. €1,636k reduction in personnel costs: • CICE impact on compensation paid between April and The Competitiveness and Employment Tax Credit (CICE) is December 2018: €1,636k. recognized as and when the corresponding compensation expense is incurred. Given the reliability and probability In keeping with the legislature’s objectives, Wavestone used conditions required to obtain the CICE, this tax credit has not the CICE to step up its sales efforts (hiring of business been taken into account for long-term deferred compensation. engineers and pre-sale expenses) so that it could pursue its expansion and recruit new personnel. The CICE is recognized against personnel expenses. REGISTRATION DOCUMENT 2018/19 Total Other non-recurring expenses Shortfall on treasury share buybacks Non-recurring expenses Other non-recurring expenses and income mainly relate to computer hardware leaseback transactions. leaseback hardware to computer relate mainly income and expenses non-recurring Other Total Other non-recurring income buybacks share treasury on Gains Non-recurring income Note 4. Board. Supervisory and Board Management the of members the to companies firm’s by the granted were advances or loans No duties. these of performance the for benefits similar or pensions to any entitled not are bodies above-mentioned the of members The (1) Excluding mandatory profit-sharing. Total Supervisory Board Management Board Note 3. Note 5. • Non-recurring Current profit-sharing after tax, Tax credits mainly concern the research tax credit for 2018 in the amount of €897k. of amount the in 2018 for credit tax research the concern mainly Tax credits income Net Tax credits • o/w short-term o/w long-term Compensation paidto managementandsupervisorybodies Breakdown oftaxes Non-recurring expenses andincome before tax 45,422 (2,017) Profit 0 (14,135) 1,573 694 Tax 0 Compensation after tax (1,323) paid 31,538 31,287 2,404 Profit Value Value 2,721 1,573 300 405 704 724 473 251 316 (1) 0 > Financial Information • Notes to the Company financial statements 03 212 - 213

Note 6. Goodwill

Gross Net Goodwill value value Items received in contribution/merger 61,958 58,784 Items acquired 1,860 1,860 Total 63,818 60,644

Goodwill, monitored as a whole, is subject to an impairment test conducted on the basis of the discounted future cash flow method. The impairment test carried out confirmed no impairment over the period.

Note 7. Fixed assets

Increase Gross value Gross value at start Mergers/ at end of period contributions Acquisitions Decrease of period Intangible assets Goodwill 63,818 - - - 63,818 Licenses and software 2,389 - 922 - 3,310 Intangible assets in progress 926 - - 926 - Total 67,133 - 922 926 67,128

Tangible assets Fixtures and fittings 14,969 - 1,975 3 16,941 Transport equipment - - - - - Office and computer equipment, furniture 3,690 - 364 5 4,049 Tangible assets under construction 7 - 2,219 2,226 - Total 18,666 - 4,558 2,233 20,990

Financial assets Other investments 15,835 - 26,360 - 42,195 Receivables from controlled entities 80,376 - 1,863 230 82,009 Other long-term securities 982 - 9,020 9,470 532 Loans and other financial assets 1,378 - 243 14 1,606 Total 98,572 - 37,485 9,714 126,342

Total fixed assets 184,371 - 42,965 12,873 214,460

The gross value of goodwill is detailed in Note 6.

The decreases in fixed assets under construction mainly relate to the activation of the corresponding assets.

Equity investments, monitored as a whole, are subject to an impairment test conducted on the basis of the discounted future cash flow method. The impairment test carried out confirmed no impairment over the period. REGISTRATION DOCUMENT 2018/19 Total Goodwill Intangible assets Fixtures and fittings and Fixtures Tangible assets software Licenses and Treasury shares Treasury items in terms of the number of new shares. shares. new of number the of terms in items all presents note the events, significant year’s the in presented year, fiscal the during split 4-for-1 share the account Taking into Note 9. Note 8. The net value of treasury stock at 03/31/19 totaled €9,035k. totaled 03/31/19 at stock treasury of value net The • • • for: held shares treasury into down breaks This €9,035k. at out came 03/31/19 at held stock treasury of value gross The (1) O/w free share allocation for 114,240. Total amortization Total Transport equipment All fixed assets are depreciated using the straight-line method. straight-line the using depreciated are assets fixed All Office and computer equipment, furniture Free share allocation: €8,503k. allocation: share Free €532k; transactions: Liquidity €0k; growth: External Depreciation andamortization Treasury stock fiscal year At start of of period at start 152,624 4,589 4,703 9,292 3,263 Value 1,440 3,174 1,415 -

contributions Purchased fiscal year Mergers/ 469,659 during Increase ------Number of shares Provisions fiscal year 264,888 during 2,042 2,517 1,673 Sold 369 475 475 - - Write-backs fiscal year Transferred Decrease 114,240 during (1) - - - - - 1 1 1

fiscal year At endof of period 243,155 at end 11,807 5,064 6,744 4,936 Value 1,890 1,808 3,174 -

> Financial Information • Notes to the Company financial statements 03 214 - 215

Note 10. Maturities of trade receivables and payables

Receivables Gross value < 1 year > 1 year Of fixed assets Other financial assets 83,615 - 83,615 Of current assets Trade receivables and related accounts 112,071 112,071 - Social security receivables 261 261 - Tax receivables 11,807 11,794 13 Firm and associates 13,164 - 13,164 Other debtors 530 530 - Prepaid expenses 3,598 3,598 - Total 225,046 128,254 96,792

Debt Gross value < 1 year 1 > 5 years > 5 years Bond-related debt (1) - - - - Bank borrowing S < 1 year when contracted (1) - - - - Bank borrowing S > 1 year when contracted (1) 88,687 23,230 65,457 - Other borrowings and financial debt (1) - - - - Trade receivables and related accounts 37,974 37,974 - - Social security debt 26,625 26,625 - - Tax liabilities 25,536 25,291 245 - Debts on assets and related accounts 1,968 1,968 - - Firm and associates - - - - Other debt 9,194 7,994 1,200 - Deferred income 7,187 7,187 - - Total 197,171 130,270 66,902 -

(1) Of which borrowings contracted during the fiscal year: €19,600k. Of which borrowings repaid during the fiscal year: €16,395k. Borrowings guaranteed by real collateral (see Note on financial commitments). REGISTRATION DOCUMENT 2018/19 Note 11. Accrued expenses includedinthefollowing financialposition statement items Note 13. Accrued income includedinthe following financialposition statement items Note 12. Trade receivables and related accounts entities controlled from Receivables Equity interests Items from sundry financial position statement entries Liquid assets Other receivables Bonds Liquid assets Other receivables Trade receivables and related accounts entities controlled from Receivables Other debt Trade payables and related accounts Total Other debt Tax liabilities security social and Trade payables and related accounts Bank borrowings and debt Total Income from equity interests equity from Income Financial income Net interest Net Financial expenses Other financial income assets financial other from Income Other financial expenses Items concerning associate companies Accrued expenses Accrued income Amount concerning companies 03/31/19 03/31/19 related 50,857 35,603 35,927 23,253 15,700 42,195 81,978 21,679 21,225 13,681 6,072 1,267 307 228 187 70 26 2 - - - - - Company hasa participating in whichthe 03/31/18 03/31/18 interest 40,498 51,349 41,985 29,186 16,478 5,326 1,425 277 81 51 11 ------

> Financial Information • Notes to the Company financial statements 03 216 - 217

Note 14. Deferred income and prepaid expenses

The €7,187k in deferred income relates solely to operating income, and the €3,598k in prepaid expenses relates exclusively to operating expenses.

Note 15. Measurement differences of marketable securities

Marketable securities booked as balance sheet assets consist exclusively of mutual funds (SICAVs). A comparison of net asset value and acquisition cost yields an unrealized capital gain of €0k.

Note 16. Breakdown of share capital

(in euros) Number Ordinary shares of shares Nominal value Share capital At 03/31/18 4,966,882 0.100 496,688,20 Capital increase 82,241 0.100 8,224,10 Division of the par value of the shares by 4 - old shares -5,049,123 0.100 -504,912,30 Division of the par value of the shares by 4 - new shares 20,196,492 0.025 504,912,30 At 03/31/19 20,196,492 0.025 504,912,30

There were no stock option plans in place at 03/31/19.

Note 17. Change in shareholders’ equity

Reserves and Profit Capital retained for the fiscal share Premiums earnings year Total At 03/31/18 497 11,365 94,583 30,558 137,003 Appropriation of profit - - 26,565 (26,565) - Dividends - - (61) (3,993) (4,054) Capital increase 8 - (8) - - Profit for the fiscal year - - - 31,538 31,538 At 03/31/19 505 11,365 121,079 31,538 164,487 REGISTRATION DOCUMENT 2018/19 • • investments Equity Tangible assets Intangible assets Depreciation Other depreciation • Of which appropriations and write-backs Grand total Other financial assets Total Regulated provisions Other provisions Fines and penalties Disputes Note 18. (2) Mainlyconcerning aprovision for free share allocation. (1) Write-back provision of€1,321k for risksandliabilities. Total Trade receivables Provisions non-recurring financial operating (1) Provisions andimpairment (2) start of period 16,828 22,216 16,579 4,542 5,387 Value 746 100 146 75 10 19 at at - - contributions Mergers/ Increase ------Provisions 4,342 4,100 4,418 4,158 184 201 58 59 76 75 - - - - - 1 Write-backs Decrease 4,449 4,307 4,977 4,817 404 100 160 124 135 411 22 2 - - - 1 end of period 21,656 16,745 16,579 4,334 Value 4,912 519 86 58 53 at at 18 8 - - > Financial Information • Notes to the Company financial statements 03 218 - 219

Note 19. Increases and decreases in future tax liabilities

Increase in future tax liabilities Value (basic) Regulated provisions - Other 535 Total 535

Relief on future tax liabilities Value (basic) Provisions not deductible in the year recognized Employee shareholding 3,737 Social welfare contributions 125 Other Subsidiary acquisition costs 2,192 Provisions for risks and charges 378 Impairment of receivables 80 Unrealized gains on marketable securities - Translation gains or losses on liabilities 344 Total 6,857 Deferred losses 386 Long-term capital losses -

Note 20. Leases

Theoretical depreciation charge Royalties Value Net value when set up Fiscal year Cumulative theoretical Fiscal year Cumulative Office and computer equipment 3,337 834 2,112 1,225 843 2,148

Royalties outstanding Residual Effective purchase value in < 1 year 1 5 yrs > 5 yrs Total price fiscal year Office and computer equipment 762 472 0 1,234 29 843

The information in the above table corresponds to ongoing leases at the end of the period. REGISTRATION DOCUMENT 2018/19 Bank borrowings in the amount of €96,075k on the guarantee date are hedged by two rate caps. rate by two hedged are date guarantee the on €96,075k of amount the in borrowings Bank Interest rate hedges Note 21. Interest rate option rate Interest option rate Interest Bank loans Long-term sales Long-term sales Long-term Subsidiaries’ current accounts None Business operations Cross-currency swap Cross-currency securities Subsidiaries’ sales Long-term At 03/31/19, Wavestone did not hold any derivatives not designated as hedges (no open positions). (no open hedges as designated not derivatives any hold not did Wavestone At 03/31/19, The GPB11,984k Xceed securities are 50% hedged with a cross-currency swap. across-currency with hedged 50% are securities Xceed GPB11,984k The swap. across-currency with hedged 50% is US to Wavestone granted loan USD7,000k initial The accounts. current and loans foreign-currency to hedge contracts futures currency and swaps currency into and operations, business on risk currency against to hedge contracts futures currency into entered has Wavestone Currency risk hedges Cross-currency swap Cross-currency loans Subsidiaries’ Hedging instruments USD/EUR USD/EUR GBP/EUR GBP/EUR CHF/EUR Currency 01/20/22 01/20/22 07/20/21 Maturity Maturity 10/31/19 10/31/19 10/31/19 01/21/21 Nominal value Nominal value 32,500 17,500 6,884 3,018 6,821 03/31/19 03/31/19 583 358 Market value Market value (182) (137) 150 (3) 10 3 5 > Financial Information • Notes to the Company financial statements 03 220 - 221

Note 22. Off-balance sheet commitments

Total value ≤ 1 year 1 ≥ 5 years > 5 years Commitments given Guarantees and sureties 4,732 1,016 2,622 1,094 Pledges (1) 97,594 - 97,594 - Pension commitments 9,041 - - 9,041 Lease commitments 1,262 772 490 - Finance lease agreements (2) 37,098 5,921 24,294 6,883 Total 149,728 7,709 125,000 17,019

Commitments received Guarantees and sureties 2,650 1,650 - 1,000 Undrawn credit lines 45,000 45,000 - - Liability guarantees (3) 26,373 - 26,373 - Total 74,023 46,650 26,373 1,000

(1) Pledges relate to commitments given to banks to cover loans and the opening of lines of credit. These commitments mature in 2022. They concern Wavestone Advisors shares, intra-group receivables held by Wavestone Advisors and its subsidiaries and receivables arising from the exercise of liability guarantees. (2) Future payment commitments consist of contractual commitments on rents. The duration of leases taken into account is the shortest possible period to the expiry of the various lease contracts. (3) Wavestone’s liability guarantees arose from the acquisitions carried out during the 2014/15, 2015/16 and 2018/19 fiscal years. They consisted of escrow accounts totaling €1,282k and an insurance policy (taken out for the Kurt Salmon transaction) worth €15,000k.

Following an assessment of the impacts of IFRS 16 on the preparation of the group's consolidated financial statements, for real estate leases that provide for the possibility of exit after 3, 6 or 9 years, the Firm's management assumes that this option will not be exercised.

In the interests of consistency with the consolidated financial statements, the corresponding property rental commitments, previously limited by this possible exit date, are therefore included in the above table until the end of the 9-year period.

Commitments related to hedging instruments are disclosed in Note 21. REGISTRATION DOCUMENT 2018/19 (1) Includingadvances madeto subsidiarieswithinthecontext oftheCompany’s centralized cash-management system. Note 23. Comprehensive information None interests Equity Cedex Défense La Paris 92042 terrasse100/101 Boieldieu Tour Franklin M3G Kingdom United London, 3NF, EC3V Wavestone Advisors 1203 Geneva, Switzerland Lyon de rue 105 Wavestone Advisors Switzerland Kingdom United London, 3NF, EC3V Wavestone Advisors Morocco Subsidiaries Foreign French Subsidiaries None interests Equity 29-30 (4 29-30 Xceed Group (Holdings) Cedex Défense La Paris 92042 terrasse100/101 Boieldieu Tour Franklin 29-30 (4 29-30 Wavestone Advisors UK 20100 Casablanca, Morocco 157 boulevard d'Anfa Immeuble Racine d’Anfa th th floor) Cornhill Floor) Cornhill Information onsubsidiariesandequityinterests Holding (%) Gross value of shares 22,870 19,325 100 100 100 100 100 95 Net value of shares Capital 22,870 19,325 1,658 203 34 56 27 1

Shareholders’ Advances loans and accounts (73,098) current 79,983 equity Other (459) 1,321 988 626 33 37 (1) , Profit reported fiscal year at theend Dividends of the (205) 3,635 paid (25) 953 277 717 - -

> Financial Information • Notes to the Company financial statements 03 222 - 223

Note 24. Related-party transactions

Transaction Name of Type of Type of transaction amount related party relationship Expertise in financial policy, development and Chairman external growth 0 Michel Dancoisne of the Supervisory Board Member Fees with Frenger in international development 225 Jean-Noël Mermet of the Supervisory Board (1)

(1) Resignation in June 2018.

Note 25. Subsequent events Founded in 2011 (from the merger of agens Consulting GmbH, paricon AG and ESPRIT Consulting AG), Q_PERIOR is a digital Dividend payout and management consulting firm. A leader in its home market, Q_PERIOR has a substantial international footprint that Wavestone will submit a proposal for a total dividend payout extends to Austria, Switzerland, the UK, Bosnia-Herzegovina, of €4,587k (equivalent to €0.23 per share) for shareholder the United States and Canada. It reported 10% growth in approval at the annual General Meeting called to approve the revenue in 2018 to €195m. Company’s financial statements for the fiscal year ended 03/31/19. The partnership will allow the firms to capture joint commercial opportunities by leveraging their respective Partnership with German consulting firm Q_PERIOR geographies and will boost Wavestone’s strengths in the industry market segment. Wavestone announced a new, non-capital-holding partnership with Q_PERIOR, a German consulting firm with more than 1,100 professional staff to further its international expansion. REGISTRATION DOCUMENT 2018/19 R.823-7 of the French Commercial Code ( Code Commercial French the of R.823-7 and L.823-9 Articles of requirements the with accordance In matters - audit Key Assessments of Justification Auditors. Statutory for Ethics of Code French the in or 537/2014 no. (EU) Regulation of 1, paragraph 5, Article to in referred services non-audit prohibited any provide not we did particular in and report our of date issue to the 2018 1, April from period the for to us, applicable rules We conducted our audit in compliance with independence Independence report. our of section Statements” Financial the of Audit the for Responsibilities Auditors’ “Statutory the in described further are standards those under responsibilities Our opinion. our for abasis provide to appropriate and sufficient is we obtained have evidence audit the that We believe France. in applicable standards professional with accordance in audit our We conducted framework Audit Basis for opinion Committee. Audit to the report our with consistent is above expressed opinion audit The accounting principles. French with accordance in ended then year the for operations its of results the of and 2019 31, March of as Company the of position financial the of and liabilities and assets the of view fair and true give a statements financial the opinion, our In 2019. 31, March ended year the for of Wavestone statements financial accompanying the we have audited Meeting, Shareholders’ by to your us entrusted engagement the with compliance In To the Wavestone Shareholders’ Meeting, statements -Year ended03/31/19 Statutory Auditors’ report onthefinancial current period, as well as our responses to those risks. to those responses our as well as period, current the of statements financial the of audit the in significance most of were judgment, professional our in that, misstatement material of to risks relating matters key audit the of you inform we assessments, our of justification to the relating This is a translation into English of the Statutory Auditors’ report on the financial statements of the Company issued in French and it is provided solely solely provided is it and French in issued Company the of statements financial the on report Auditors’ Statutory the of English into translation a is This for the convenience of English speaking users. speaking English of convenience the for This Statutory Auditors’ report includes information required by European regulation and French law, such as information about the appointment of of appointment the about information as such law, French and regulation European by required information includes report Auditors’ Statutory This the Statutory Auditors or verification of the management report and other documents provided to shareholders. to provided documents other and report management the of verification or Auditors Statutory the This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in in applicable standards auditing professional and law French with, accordance in construed and with, conjunction in read be should report This France. code de commerce de code ) resulting conclusions. the and Company by the out carried tests impairment to the relating work the with ourselves We familiarized Our response assumptions. forecast in to changes use in values of sensitivity the and judgments and estimates management of degree high the sheet, balance the in items these of weight the given matter, akey to audit be entities controlled from receivables and investments equity of impairment the We considered estimates. and assumptions Management on relies basis individual an on entities controlled from receivables and investments equity of use in value the of determination The and outlook. flows cash profitability, its concerned, Company the in share equity the including criteria, to various according assessed is which date, reporting the on use in value to the corresponds investments equity of amount carrying the indicated, As acquisition. to the relating expenses any less cost, acquisition at recognized initially are They 2019. 31, March of as assets total of 34% represent million €124 of value book anet for assets in recorded entities controlled from receivables and investments equity statements, financial Company to the 4.7 and 3.3 Notes in described As activities. its all across and through numerous targeted acquisitions, in various countries, to expand continued has Company the years, recent In Risk identified methods”) accounting and “Rules statements financial Company the 3to Note of securities” marketable and interests equity other and “Investments 3.3 (section entities controlled from receivables and investments equity of Valuation items of the financial statement. specific on opinion aseparate provide not we do and thereon opinion our forming in and whole, as a statements financial the of audit our of context the in addressed were matters These > Financial Information • Statutory Auditors’ report on the financial statements - Year ended 03/31/19 03 224 - 225

Our work consisted in assessing the reasonableness of the contract-per-contract basis when a contract is expected to estimated values in use of equity investments and receivables make a loss. Unbilled receivables and deferred income are from controlled entities based on the information recognized when invoicing is not in phase with the state of communicated to us. Our work primarily consisted in: progress of the work. • Familiarizing ourselves with the methods used to calculated • Subscription services contracts. Revenue from values in use, and specifically cash flow forecasts. subscription services is recognized on a prorata temporis • Assessing and examining the reasonableness of the basis over the term of the contract. Unbilled receivables assumptions used for these cash flow forecasts. This and deferred income are recognized when invoicing is not examination consisted in discussions with Management, a in phase with the prorata temporis terms of the contract. review of the historical data and an assessment of the We considered the recognition of revenue from “fixed-price” reasonableness of the assumptions used for the business contracts to be a key audit matter insofar as Management plan forecasts. estimates and judgments are required in determining revenue • Verifying the reasonableness of the financial parameters and losses to completion and the financial risks expected from used for the impairment tests, and specifically the method these contracts. used to determine the discount rate and the terminal value used in the business plans, along with the market analyses Our response and the consensus observed. We examined the processes implemented by the Company • Where this data was unavailable, ensuring that the equity with respect to forecast revenue and losses to completion and retained corresponded to the accounts of the entities that the percentage of completion of “fixed-price” contracts over were the subject of an audit or analytical procedures and the year. Our internal control review consisted in performing verifying the mathematical calculation performed. a walkthrough test, reviewing the design and implementation of key controls and verifying the operational efficiency of the Recognition of revenue from fixed price services (Section controls. 3.10 “Recognition of revenue and partially completed transactions at the end of the fiscal year” in Note 3 to the For the substantive tests, the audit procedures implemented Company financial statements “Rules and accounting to measure revenue from fixed-price contracts consisted in methods”) selecting, based on a multi-criteria approach (business Risk identified volumes or outstandings [unbilled receivables and deferred income], the age of contracts, finalization of former contracts As described in Notes 3.10, 4.10 and 4.12 to the Company over the year, inception of new contracts over the year, project financial statements, the Company offers various services to complexity), projects for which we: its customers who operate in diverse business sectors. The • Assessed the reasonableness of the estimates carried out services provided by the Company are contracted in three by Management based on: ways: –– discussions held with the Projects, Sales Finance • Time-based services contracts. Revenues generated on Coordination and Management Control teams, to time-based services contracts are recognized as and when corroborate the analysis of forecast revenue and losses to the service is rendered. Revenue is calculated on the basis completion and the percentages of completion for of the contracted selling price multiplied by the number of projects ongoing at the year-end; billable hours spent. Unbilled receivables and deferred –– audit evidence collected to support the financial positions income are recognized when invoicing is not in phase with of projects (contracts, purchase orders, customer the state of progress of the work. acceptance reports, data covering the tracking of time • Fixed-price services contracts. Revenues generated on charged, payroll data); fixed-price services contracts are recognized as and when • Implemented mathematical controls and analytical the various stages of the work are completed. These are procedures to measure the revenue and net income calculated on the basis of the costs incurred and yet to be recorded over the year. incurred. A provision for loss on completion is written on a REGISTRATION DOCUMENT 2018/19 L.225-102-1 of the French Commercial Code ( Code Commercial French the of L.225-102-1 Article by required statement non-financial the that We attest Commercial Code ( French the of D.441-4 Article in mentioned deadlines payment to relating information the of statements financial the with consistency the and presentation fair the We attest Shareholders. to provided statements financial the and position financial to the respect with documents other the in and report information given in the Board of Directors’ management the of statements financial the with consistency the and presentation fair to the as to report We matters no have the financial statementsprovided toShareholders and position financial the to respect with documents other the in and report management the in given Information regulations. and by laws required standards applicable in France, the specific verifications professional with accordance in performed, We also have Specific verifications observations to make on this information. we no have work, our on Based to us. communicated documents source the with compliance their verified we have Code, Commercial French the of L.225-37-5 Article to pursuant provided offer, exchange or purchase a public of event the in impact to an have likely considered company your that to items relating information to the respect With information. this of presentation fair and accuracy the we attest work, this on Based by it. controlled Company from companies controlling your Company or by your obtained information the with applicable, where and, statements financial the with consistency its verified have favour, we their in made commitments other any and Board Supervisory the of and Board Executive the of members the by received benefits and to remunerations relating Code Commercial French the of L.225-37-3 Article of requirements the with accordance in given information the Concerning commerce ( Code Commercial French the of L.225-37-4 and L.225-37-3 by Articles required information the contains governance corporate on report Board’s Supervisory the that We attest Report on corporate governance contained therein. information the of statements financial the with consistency the nor presentation fair the neither we verified have Code, this of L.823-10 Article with accordance in that, specified code de commerce de code ) is included in the management report, it being being it report, management the in included ) is code de commerce de code ). ). code de de code As of March 31, 2019, Deloitte & Associés was in the 18 the in was &Associés Deloitte 2019, 31, March of As Mazars. for 2014 11, July on and &Associés, Deloitte the Shareholders’ Meeting held on September 30, 2001 for by Wavestone of Auditors Statutory as We appointed were Auditors Statutory the of Appointment requirements regulatory and legal other on Report of Directors. Board the by approved havebeen statements financial These procedures. reporting financial and accounting the regarding audit, internal its applicable, where and, systems management risk and control internal of effectiveness the and process reporting financial the monitoring for responsible is Committee Audit The operations. its to cease or Company the to liquidate expected is it unless accounting of basis concern going the using and concern to going related matters applicable, as disclosing, concern, agoing as to continue ability Company’s the assessing for responsible In preparing the financial statements, management is misstatement, whether due to fraud or error. material from free are that statements financial of preparation management determines is necessary to enable the as control internal such for and principles, accounting French with accordance in statements financial the of presentation fair and preparation the for responsible is Management statements financial the for Governance with and those of charged Responsibilities Management in the management report. disclosed properly been has rights voting the of holders and shareholders the of identity the and interests controlling and required information concerning the purchase of investments the that law, we have verified French with accordance In Other information of total uninterrupted engagement. previous acquisitions of firms, and Mazars was in the 5 the in was Mazars and firms, of acquisitions previous of total uninterrupted engagement, taking into account th th year year year year > Financial Information • Statutory Auditors’ report on the financial statements - Year ended 03/31/19 03 226 - 227

Statutory Auditors’ responsibilities for the audit • assesses the appropriateness of management’s use of the of the financial statements going concern basis of accounting and, based on the audit Objective and audit approach evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant Our role is to issue a report on the financial statements. Our doubt on the Company’s ability to continue as a going objectives are to obtain reasonable assurance about whether concern. This assessment is based on the audit evidence the financial statements as a whole are free from material obtained up to the date of his audit report. However, future misstatement. Reasonable assurance is a high level of events or conditions may cause the Company to cease to assurance, but is not a guarantee that an audit conducted in continue as a going concern. If the Statutory Auditor accordance with professional standards will always detect a concludes that a material uncertainty exists, there is a material misstatement when it exists. Misstatements can arise requirement to draw attention in the audit report to the from fraud or error and are considered material if, individually related disclosures in the financial statements or, if such or in the aggregate, they could reasonably be expected to disclosures are not provided or inadequate, to modify the influence the economic decisions of users taken on the basis opinion expressed therein; of these financial statements. • evaluates the overall presentation of the financial As specified by Article L.823-10-1 of the French Commercial statements and assesses whether these statements Code (code de commerce), our statutory audit does not represent the underlying transactions and events in a include assurance on the future viability of the Company or manner that achieves fair presentation. the quality of management of the affairs of the Company. Report to the Audit Committee As part of an audit conducted in accordance with professional standards applicable in France, the Statutory Auditor We submit a report to the Audit Committee which includes in exercises professional judgment throughout the audit and particular a description of the scope of the audit and the audit furthermore: program implemented, as well as significant audit findings. • identifies and assesses the risks of material misstatement We also bring to its attention any significant deficiencies in of the financial statements, whether due to fraud or error, internal control regarding the accounting and financial designs and performs audit procedures responsive to reporting procedures that we have identified. those risks, and obtains audit evidence considered to be Our report to the Audit Committee includes the risks of material sufficient and appropriate to provide a basis for his opinion. misstatement that, in our professional judgment, were of most The risk of not detecting a material misstatement resulting significance in the audit of the financial statements of the from fraud is higher than for one resulting from error, as current period and which are therefore the key audit matters fraud may involve collusion, forgery, intentional omissions, that we are required to describe in this report. misrepresentations, or the override of internal control; • obtains an understanding of internal control relevant to the We also provide the Audit Committee with the declaration audit in order to design audit procedures that are provided for in Article 6 of Regulation (EU) no. 537-2014, appropriate in the circumstances, but not for the purpose confirming our independence within the meaning of the rules of expressing an opinion on the effectiveness of the internal applicable in France such as they are set in particular by control; Articles L.822-10 to L.822-14 of the French Commercial Code • evaluates the appropriateness of accounting policies used (code de commerce) and in the French Code of Ethics (code and the reasonableness of accounting estimates and de déontologie) for Statutory Auditors. Where appropriate, related disclosures made by management in the financial we discuss with the Audit Committee the risks that may statements; reasonably be thought to bear on our independence, and the related safeguards.

Paris La Défense and Courbevoie, June 7, 2019

The Statutory Auditors Deloitte & Associés Mazars Dominique Laurent Paul-Armel Junne Partner Partner REGISTRATION DOCUMENT 2018/19 in article R.225-58 of the French Commercial Code ( Code Commercial French the of R.225-58 article in stipulated information the with you to provide also is role Our them. approving of purpose the for commitments and agreements these of conclusion the of respect in involved des commissaires aux comptes aux commissaires des pursuant to article L.225-38 of the French Commercial Code. Commercial French the of L.225-38 to article pursuant Meeting Shareholders' the of approval to the submitted to be year the during authorized commitment or agreement any of advised been we not have that you inform We hereby year the during authorized commitments and Agreements Meeting Shareholders' the of approval the to Agreements and commitments submitted Commercial Code ( French the of R.225-58 to article pursuant responsibility, other agreements and commitments, if any. It is your such identifying or appropriateness and usefulness their on opinion an expressing without audit, our of course the during have discovered we may which or attention to our brought Company, the for interest their justifying reasons the as well as commitments, and agreements those of conditions and terms principal the to us, provided information on based you, to to communicate us require engagement our of terms The commitments. and agreements regulated on to you report hereby we Company, your of Auditors Statutory as capacity our In To the Wavestone Shareholders’ Meeting, commerce National Institute of Statutory Auditors ( Auditors Statutory of Institute National French the of guidelines professional the with accordance in necessary we deemed procedures the We conducted any. if Meeting, Shareholders’ by the approved previously commitments and agreements of year provided to us with the relevant source documents. source relevant the with to us provided information the agreeing in consisted procedures These Shareholders' Meeting held to approve the financial statements for the year ending March 31, 2019 31, March ending year the for statements financial the approve to held Meeting Shareholders' agreements andcommitments Statutory Auditors’ specialreport onregulated This is a free translation into English of the Statutory Auditors’ special report on regulated agreements and commitments with third parties issued issued parties third with commitments and agreements regulated on report special Auditors’ Statutory the of English into translation free a is This in the French language and is provided solely for the convenience of English speaking readers. This report should be read in conjunction with, and and with, conjunction in read be should report This readers. speaking English of convenience the for solely provided is and language French the in construed in accordance with, French law and professional auditing standards applicable in France. It should be understood that the agreements agreements the that understood be should It France. in applicable standards auditing professional and law French with, accordance in construed and commitments reported on are only those provided by the French Commercial Code and that the report does not apply to related party agreements agreements party related to apply not does report the that and Code Commercial French the by provided those only are on reported commitments and described in IAS 24 or other equivalent accounting standards. accounting equivalent other or 24 IAS in described ) relating to the implementation during the past past the during implementation to the ) relating code de commerce de code Deloitte & Associés Dominique Laurent Partner ) relating to this engagement. engagement. to this ) relating ), to assess the interest interest the ), to assess Compagnie nationale nationale Compagnie Paris La Défense and Courbevoie, June 7, 2019 June Courbevoie, and Défense La Paris

French original signed by signed original French The Statutory Auditors code de de code • • contract employment his from resulting rights his calculate to order in Hirigoyen Mr. of Patrick Mandate previous financial year. the during continued years, financial previous during Meeting Shareholders' by the approved commitments, and agreements following the of implementation that informed we were Code, Commercial French the of R.225-57 to article Pursuant year the during effect continuing with years financial previous in approved commitments and Agreements by the Shareholders' Meeting approved previously commitments and Agreements resulting from his employment contract. employment his from resulting rights his to calculate order in account, into taken be –would General – Director Board Executive the of member as mandate his exercised he which during period the that Hirigoyen Mr. Patrick and Company the between agreed was it context, this In Board. Executive the of member as mandate his of fulfillment the for paid was latter the and 2017 1, April on suspended was Hirigoyen Mr. Patrick Terms and conditions: The employment contract of Hirigoyen Mr. Patrick concerned: Person Paul-Armel Junne Partner Mazars

> Financial Information • Statutory Auditors’ special report on regulated agreements and commitments 03 228 - 229 REGISTRATION DOCUMENT 2018/19 LEGAL INFORMATION LEGAL 246 232

GENERAL INFORMATION ON WAVESTONE AND ITS SHARE CAPITAL WAVESTONE AND ITS SHARE CAPITAL ON INFORMATION GENERAL EXCEPTIONAL EVENTS AND DISPUTES 04

230 - 231 REGISTRATION DOCUMENT 2018/19 industrial assets in October 2014. October in assets industrial PEA’s of Acquisition 2014. November in Oxéa Audisoft of Takeover of Trend Consultants in January 2014 and acquisition 2014 2013. December in Consultants Lumens Takeover Cabinet of 2013 Casablanca) in September 2012. in based subsidiary Moroccan (Solucom’s Consulting SLM of Creation 2012. October in Partners Stance of and 2012, April in Eveho and Consulting Takeovers Alturia of plan. strategic 2015” “Solucom the of Launch 2012 plan. strategic 2015” “Solucom new its together Solucom completes its 2007/10 business plan and puts 2011 2008. April in Takeover Cosmosbay~Vectis of 2008 2007. April in Vistali Solucom completes its 2004/07 business Takeover plan. of 2007 New’Arch. Takeovers and KLC of 2006 Takeover of Dreamsoft. 2005 Idesys. and Arcome with Mergers market. the on funds Solucom floated on the French French the on floated Solucom 2000 Internet and telecoms deregulation boost Solucom’s business. 1994 consulting. consulting firm specialized in networks andtelecoms a Solucom, found Imbert Pascal and Dancoisne Michel 1990 1.1. 1. and its share capital General informationonWavestone Solucom transfers to the French French to the transfers Solucom 2001 General information on Wavestone Wavestone on information General Timeline: main events in Wavestone’s history Marché Libre Marché Nouveau Marché Nouveau . and raises raises and its life is extended beyond this date. this beyond extended is life its or before dissolved is Company the unless 04/02/2089, until registration of date the from years 99 is Company the of term the Association, of Articles the 5of Article with accordance In 04/02/90. on registered and 1990 February in formed was Wavestone 1.4. Code. Commercial French the particularly regulations, and laws current and Association of Articles by its governed Board, aSupervisory and Board aManagement with France, A public limited company ( company limited A public 1.3. Cedex Défense La Paris 92042 terrasse Boieldieu 100-101 Tour Franklin Wavestone 1.2. 2018. November in Consulting Takeover Metis of 2018. April in Takeover Group Xceed of 2018 strategic plan. 2021” “Wavestone the presents and Salmon Kurt of activities European the with merger operational finalizes Wavestone 2017 brand. Wavestone the creates and name legal its changes Solucom 2016. January in goods) consumer and retail (excluding activities European Salmon’s Kurt of Acquisition 2016 plan. strategic 2020” “Up new its launches Solucom completes the “Solucom 2015” strategic plan and Tech index. the 40 on listed Solucom 2015. October in subsidiary Belgian of Formation 2015. July in Technologies, Arthus company, Swiss the of Acquisition 2015. April in Hapsis of assets the of Acquisition 2015. &Yorke February in Takeover Hudson of 2015 Date of incorporation and lifetime Legal form Legal Company name and registered office société anonyme société ) incorporated in in ) incorporated > Legal Information • General information on Wavestone and its share capital 04 232 - 233

1.5. Corporate purpose At least 5% is deducted from the profit for the period, less any prior year losses, to form the legal reserve. In accordance with Article 2 of the Articles of Association, Wavestone’s direct and indirect corporate purpose, in France This appropriation to the legal reserve ceases to be mandatory and abroad, is: when the fund amounts to one-tenth of the share capital. • provision of IT services for third-parties using custom Distributable earnings consist of the net annual profit, less any developed and standard programs; prior year losses and allocations to the legal reserve (in • analysis, consulting, technical assistance, training, accordance with law and the Articles of Association) plus any development, documentation, installation, and retained earnings brought forward. maintenance of IT and telecommunications systems, for information in any form and on all media, and all related The balance is divided among all of the shareholders in services carried out by any means; proportion to the number of shares they hold. The annual • creation, implementation and management of all networks Shareholders’ Meeting may decide to distribute the amounts and/or groups with a view to developing the Company’s allocated to the reserves it controls, by stating explicitly the proprietary concepts and transferring expertise; reserve accounts from which the distribution should be made. • development, ownership, management, leasing, and sale of Except when there is a share capital reduction, no dividend patents and/or trademarks and the granting of licenses; can be distributed to shareholders if the amount of • acquisition of equity interests, by any means, in any existing shareholders’ equity is, or would in the event of said dividend or future companies and businesses that may be related, payout, be lower than the value of the share capital plus the directly or indirectly, to the Company’s corporate purpose; reserves that cannot be distributed under the law or the • and, more generally, any financial, real-estate or movable Articles of Association. property transactions that may be related, directly or indirectly, to the activities listed in the corporate purpose The revaluation surplus is not distributable and may be fully or which are likely to facilitate their development and or partially incorporated into the share capital. expansion. However, after deduction of appropriations to the legal reserve as required by law, the annual Shareholders’ Meeting 1.6. Trade and Companies Register (RCS) may draw the amounts it deems appropriate from the balance Nanterre Trade and Companies Register, no.B 377 550 249. for allocation to all optional, ordinary or extraordinary reserves, or to retained earnings. 1.7. Fiscal year When the financial statements have been approved by the Wavestone’s fiscal year runs for twelve months from April 1st shareholders at the annual Shareholders’ Meeting, any losses of every year to March 31st of the following year (Article 35 of are carried forward against future earnings until they are fully the Articles of Association). offset.

Annual Shareholders’ Meetings 1.8. Specific clauses in the Articles of Association (Article 26 of the Articles of Association) Allocation of earnings Meetings are convened in accordance with current regulations. (Article 37 of the Articles of Association) They are held at the Company’s registered office or at any If the financial statements for the year approved by the annual other location specified in the notice of Meeting. Shareholders’ Meeting show that the Group has booked a net distributable profit as defined by law, the Meeting must decide Admission to Meetings - proxies whether to allocate these distributable earnings to one or (Article 28 of the Articles of Association) more reserve accounts (the use and appropriation of which it 1. All holders of ordinary shares are entitled to attend the an- controls), to retained earnings, or to distribute such earnings nual Shareholders’ Meeting, regardless of the number of ordi- in the form of a dividend payout. nary shares held, provided their shares are fully paid up. The income statement, which summarizes income and expenditure for the year, shows the profit/(loss) for the period, after amortization, depreciation and provisions. REGISTRATION DOCUMENT 2018/19 determined by law. determined are conditions which under and available made or out sent are they when documents, by law. set What deadlines and conditions the with accordance in Company, the of control need to make informed decisions about the management and they information the all to receive entitled are shareholders All Association) of Articles the of 34 (Article information receive to right Shareholders’ gulations. their identityto beestablished inaccordance with current re rencing orothermeansoftelecommunication that enable Meeting, shareholders may alsoparticipate using videoconfe 4. presentative must provide proof ofproxy. legal andregulatory provisions. Inthiscase, theauthorized re body oftheirchoice to represent them,inaccordance with 3. plained inthenotice ofMeeting. rent regulations. How to obtainthepostal vote form isex 2. cards to shareholders, if appropriate. The Management Board may also issue personal admission • • • conditional upon: is Meeting the at represented be or to attend right The the Meeting. the of date to the prior day working second time) the of (Paris by midnight card admission their received not have who and person in Meeting Shareholders’ annual the to attend wish who shareholders to issued be also may a certificate shareholder; the of name the in issued card admission an for request to the or form voting proxy or remote to the attached latter by the issued holding of by acertificate evidenced be must intermediary authorized by the held register share bearer the in entry accounting or registration The Meeting. the of date to the prior day business second time) the of (Paris by midnight such as registered be must shares shares: bearer of holders for Meeting; the of date the to prior day business second time) the of (Paris midnight by such as registered be must shares shares: registered administered or shares registered directly of holders for If the Management Board decides when convening the All shareholders canappointanindividualorcorporate All shareholders canvote by post, inaccordance withcur

- - - - - are proportional to thepercentage ofthecapitalthey repre 2. Meeting. of notice the in facilities the Management Board specifies the option to use these if quorum the calculating when included be will regulations current with accordance in established to be identity their enable that telecommunication of means other or Shareholders attending the Meeting by video-conferencing Meeting. the before days three least at completed, correctly forms, voting the receives Company the if quorum the to calculate account into taken be only will votes Postal required by law. vant class, less thenumberofshares withoutvoting rights,as ders’ Meetings,whenitiscalculated onallshares oftherele sing theshare capital,except inthecaseofspecialSharehol adopt a new civil or commercial legal form for the Company. Company. the for form legal commercial or civil anew adopt to decide notably and Association, of Articles the of clauses the of any amend may Meetings Shareholders’ Extraordinary Association) of Articles the of 32 (Article Extraordinary Shareholders’ Meeting by post. voting or by proxy represented present, shareholders the of votes the of by amajority adopted are Resolutions rights. voting with shares total the of fifth one least at hold by post voting or by proxy represented present, shareholders the if convening, first on business, conduct validly only may Meetings Shareholders’ Ordinary ruling. by court obtained be may Extensions year. that for statements financial the approve year, to fiscal Company’s the of close the following months six a year, within once least at convened are Meetings Shareholders’ Ordinary Association. of Articles the amend not do which decisions, all make Meetings Shareholders’ Ordinary Association) of Articles the of 31 (Article Ordinary Shareholders’ Meeting Shareholders canalsovote by post. as decidedby theMeetingcommittee ortheshareholders. 3. L.225-123 etseq.oftheFrench Commercial Code. plication ofArticle11paragraph 4relating to theprovisions of sent. Every share entitlestheholderto onevote except inap 1. Association) of Articles the of 30 (Article Quorum-Vote Voting rightsattached to capitalshares ordividendshares Votes are by ashow ofhands,roll callorsecret ballot, The quorumiscalculated onthebasisofallshares compri

- - - - - > Legal Information • General information on Wavestone and its share capital 04 234 - 235

They cannot, however, increase the shareholders’ 4. Holders of fully paid-up shares registered in their own name commitments, except in the case of transactions resulting for more than two years are granted double voting rights. from a legally valid consolidation of shares. In addition, double voting rights are automatically granted to The extraordinary Shareholders’ Meeting may delegate the registered shares awarded freely to shareholders in proportion power to amend the Company’s Articles of Association to to former shares held that already enjoyed double voting comply with laws and regulations to the Supervisory Board, rights. subject to ratification of such amendments by the next Double voting rights attached to shares automatically cease extraordinary Shareholders’ Meeting. when share ownership changes, subject to exceptions Subject to legal derogations, extraordinary Shareholders’ provided for by law. Meeting may only validly conduct business, if the shareholders The system of double voting rights was adopted by decision present, represented by proxy or voting by post hold at least of the extraordinary Shareholders’ Meeting on 12/06/99. one quarter of the total shares with voting rights, and one fifth on second convening. In the event the second quorum is not The existence of the double voting rights system in the constituted, the extraordinary Shareholders’ Meeting may be Articles of Association may delay, postpone or prevent a adjourned to a date no later than two months after that fixed change in control over the Company. in the second notice of Meeting. 5. Any individual or corporate body, acting alone or in concert, Resolutions are adopted by a two-thirds majority of the votes that acquires a portion of the Company’s existing share capi- of the shareholders present, represented by proxy or voting tal or voting rights, as specified under Article L.233-7 of the by post. French Commercial Code, must notify the Company of the total number of the shares held, within five trading days of ex- In extraordinary Shareholders’ Meeting of a constitutive ceeding the statutory threshold of the total number of shares nature called to approve capital contributions in kind or to and voting rights owned. grant specific benefits, neither the contributor nor the beneficiary have the right to vote on their own behalf or on They must also inform the French Financial Markets regulator behalf of another shareholder. (AMF) within five trading days of breaking through the statutory threshold. Rights and obligations attached to shares (Article 11 of the Articles of Association) The same disclosure obligations apply for shareholders crossing below the statutory thresholds defined in the first 1. Each share entitles the holder to a share in the profits, as paragraph. well as Company assets and liquidating dividends in propor- tion to the number and nominal value of the existing shares Parties obliged to disclose the information stated in the first held, subject to rights granted to the shares of different paragraph must communicate the number of shares giving classes, if any. future access to the Company’s share capital and related voting rights. Each share also carries a right to vote, to be represented at annual Shareholders’ Meetings, to be informed about the In addition, they must disclose whenever they exceed or fall Company’s business, and to receive corporate documents at below the threshold of one tenth or one fifth of the Company’s the times and under the conditions determined by law and the share capital or voting rights, and also state their objectives Articles of Association. for the coming twelve months.

2. Shareholders’ liabilities are limited to the amount of their This declaration specifies whether the purchaser is acting capital contributions. The rights and obligations attached to alone or in concert, plans to cease acquisitions, make more the shares transfer when the share is transferred. Ownership acquisitions, gain control of the Company and seek of shares automatically binds the owner to the Company’s appointment as a member of the Management Board or the Articles of Association and resolutions adopted by annual Supervisory Board for themselves, a third-party or a group of Shareholders’ Meeting. persons. This declaration is sent to the Company.

3. Whenever it is necessary to hold a given number of shares 6. New preference shares may be issued based on any legal to be able to exercise a right, shareholders who do not own procedures, terms, conditions and limits. They are governed, the required number of shares must make their own arrange- converted and/or redeemed in accordance with the law. ments to form a group and, if necessary, purchase or sell the required number of shares. REGISTRATION DOCUMENT 2018/19 Powers of the Supervisory Board Board Supervisory the of Powers sub-delegate. to right the without or with purposes, specific more or one for suitable deems it powers the person(s) such delegate and determines, it which assignments temporary or permanent special, out to carry person other any or members its of more or one charge may Board Management The responsibility. joint their exercising from or Company, the of management discuss the most issues important concerning the and to meet obligation two-fold their from members its does this exempt the Management Board and either one of account no On Board. Supervisory by the authorized duties The members of the Management Board are assigned specific published. duly been have appointments their once Officer, Executive aChief or Board Management the of Chairman by the behalf its on made commitments of performance the in Company, the against action legal take may who parties, third- against enforceable be will powers its of restriction No Board. Supervisory the and Meetings to Shareholders’ Association of Articles these and by law conferred powers to the subject and purpose corporate Company’s the of scope the within Company, the of name the in circumstances all in act to powers extensive with vested is Board Management The Association) of Articles the of 1, 17, paragraph (Article Board Management the of Powers Members of the Management and Supervisory Boards question. in party third- the of identity the law, request the with accordance in also, may it athird-party, of behalf on shares hold disclosed, been have identities whose shareholders, some that believes Company the if addition, In thereto. attached restrictions any and shareholders by these held securities of number the as well as Meetings, Shareholders’ annual own its at rights voting future or immediate giving securities of holders the organization responsible for third-party payments to identify the by requesting notably regulations, and laws applicable all of use make may, time, any at Company the Code, Commercial French the of L.228-2 Article with accordance In Association) of Articles the of paragraph, last 9, (Article bearerIdentifiable securities Company. monitoring of how the Management Board manages the permanent for responsible is Board Supervisory The Association) of Articles the of 20 (Article

Please see the “Management Board Report - Report Board “Management the see Please 1.9. Supervisory Board’s responsibility. the under business their conduct which Committees, these of powers and composition the determines Board The review. for Chairman its or Board Supervisory by the submitted issues on opinion their give and to examine members, own its of up made Committees up set may Board Supervisory The Board. by the determined frame time and conditions amounts, maximum the of limit the within transactions above-mentioned the of more or one to conduct approval prior Board Management the give may Board Supervisory The and guarantees require the Supervisory Board’s approval. endorsements sureties, as well as security, of provision the Code, Commercial French the of L.225-68 to Article Pursuant duties. supervisory their performing while Company the of management the in involved indirectly or directly be whatsoever, circumstances any under not, may members its and Board Supervisory The on the Company’s internal control procedures. as well as Board, Supervisory the of work the organizing and preparing for conditions the on reports also Chairman The the full-year consolidated and annual financial statements. and report Board Management the on comments its presents Board Supervisory the Meeting, Shareholders’ annual At the Shareholders’ Meeting. the to report its presents and control, and verification for consolidated financial statements to the SupervisoryBoard deadlines, the Management Board submits the annual and regulatory the within and year, fiscal each of close the After where relevant, quarterly financial statements. and, interim its as well as business, Company’s the concerning information necessary the all provides and events or activities key management the on Board Supervisory to the reports Board Management the quarter, every once At least duties. its to fulfill necessary considers it document any to provide Board Management the ask may year, and the during time any at necessary, deems it controls and audits many as conduct may Board Supervisory The ended 03/31/19 are given in Chapter 5. Chapter in given are 03/31/19 ended year fiscal the for statements financial Group’s the approve to called 07/25/19 on Meeting Shareholders’ extraordinary and ordinary combined the at approval shareholder for submitted program buyback share the of Details 03/31/19. ended year fiscal the during effective program buyback share the on information for 1 herein) (chapter Share buybacks Share General Report General ” > Legal Information • General information on Wavestone and its share capital 04 236 - 237

2. General information on Wavestone’s share 2.2. Potential share capital capital Since all past stock option plans expired on 12/31/08.

2.1. Share capital There is no potential share capital dilution.

The Company’s capital totaled €504,912.30 at 03/31/19, for In the event of future grants, the Company undertakes to not 20,196,492 fully paid-up shares of the same class (Article 6 of issue stock options at prices that would significantly differ the Articles of Association). from its market share price. For information on the capital increases that took place during the 2018/19 fiscal year, please refer to section 3.2 of this 2.3. Authorized, unissued share capital chapter. The financial authorizations granted to the Company by the For the record, a 4-for-1 stock split took place on 09/04/18. ordinary and extraordinary Shareholders’ Meeting on 07/26/18 remain valid. More details on these authorizations are given in The shares comprising the share capital have no nominal the additional notes to the Management Board Report in value, but have a par value of €0.025. Chapter 1 of this report.

2.4. Pledges, guarantees and sureties

Current pledges of issuer shares held in direct registered accounts as at 03/31/19

Number of issuer’s % of issuer’s Name of direct Pledge start Pledge expiry Pledge release shares capital registered shareholder Beneficiary date date conditions pledged pledged None None None None None None None Total

Current sureties on issuer assets as at 03/31/19 (intangible, tangible and financial assets)

Amount of pledged/assigned Balance sheet Start date of Expiry date of asset (a) total (b) Release Type of surety the surety the surety (in millions of euro) (in millions of euro) (a)/(b) % conditions On intangible assets None None None 45.5 n/a None On tangible assets None None None 14.2 n/a None 01/07/16 01/20/22 90.9(2) 72.0% See notes 126.3 On financial assets(1) 10/30/18 01/20/22 6.7(3) 5.3% See notes Total 97.6 186.0 52.5% (1) Pledges and the assignment of receivables relate to collateral put up against lines of credit granted to the Group by its bankers. These commitments mature in 2022. They concern Wavestone Advisors shares, intra-group receivables held by Wavestone Advisors and its subsidiaries and receivables arising from the exercise of liability guarantees. (2) The amount in question corresponds to the pledge on Wavestone Advisors shares and the assignment of intra-group receivables. The pledge on receivables which might be held by Wavestone on Management Consulting Group PLC under the liability guarantee cannot be measured since these pledged assets are not, at this time, considered part of Wavestone’s assets. (3) The amount indicated corresponds to the second-rank pledge on Wavestone Advisors’ shares under the amendment to the credit agreement of 01/07/16 signed on 10/30/18.

2.5. Shareholders’ agreements The Company is not aware of any clause that could have an impact on the Company’s assets and liabilities, business, Provisions related to shareholders financial situation, earnings and outlook. None.

Provisions related to issuers

None. REGISTRATION DOCUMENT 2018/19 Free float Total exercisable voting rights: (1) + (2) – (3) = 26,538,515. Total exercisablevotingrights:(1)+(2)–(3)=26,538,515. Total sharesintreasury:249,083(3). Total theoreticalvotingrights:(1)+(2)=26,787,598. Total bearershareswithsinglevotingrights:20,196,492-11,926,144=8,270,348(2). Total shareswithvotingrights:20,196,492. Total votingrightsattachedtoregisteredshares:18,517,250(1)for11,926,144shares. (3) PascalImbertretainsthemajorityofsharesandexclusivecontrolFIH. number ofshareswithexercisablevotingrights,butdoesnotincludenorights. (2) Inaccordancewith AMFposition-recommendation no.2014-14,thetotal numberofvotingrights thatcanbeexercised atGeneralMeetingsis calculatedonthebasis ofthetotal shares, includingthosewithnovotingrights. voting rights.Inaddition,underArticle223-11oftheGeneralRegulationAMF,totalnumbertheoreticalrightsiscalculatedonbasis (1) InaccordancewithArticle11oftheCompany’sArticlesAssociation,holdersfullypaid-upsharesregisteredintheirownnameformorethantwoyearsaregranteddouble Total Treasury stock Employees Chavelas Delphine shares Company of Executives andcorporate officers Shareholders The table below provides a breakdown of Wavestone’s shareholders at 03/31/19: 03/31/19: at shareholders Wavestone’s of abreakdown provides below table The 3.1. 3. rights. rights. voting and/or capital share Wavestone’s of more or 5% owns shareholder other no knowledge, Company’s the of To best the capital. share the of 6.08% owns Chavelas Delphine that shows also 03/31/19 on shares bearer identifiable of analysis The 03/31/19. at as rights voting valid the of 42.73% and capital share Wavestone's of 48.58% shareholders, acting in concert, therefore together hold Dancoisne, the Chairman of the Supervisory Board. These two by Michel 19.92% and Board, Management the of Chairman the Imbert, by Pascal held are shares Wavestone’s of 28.66% date. that on shareholders by private 40% and funds by institutional held were shares the of 60% approximately 03/31/19, on shares bearer and registered identifiable of to areview According Subtotal Pascal Imbert Pascal Subtotal Michel Dancoisne Michel Patrick Hirigoyen Patrick Other directors and corporate officers corporate and directors Other Shareholders with more than 5% 5% than more with Shareholders of Pascal Imbert) Pascal Imbert) of Imbert Pascal (family FIH Breakdown of share capital and voting rights Wavestone’s shareholders holding company company holding (3)

20,196,492 9,942,433 4,022,688 1,228,400 1,228,400 4,847,158 of shares 5,789,136 7,144,741 1,631,835 249,083 Number 941,978 90,953 39,656

% capital 100.00% 24.00% 49.23% 35.38% 28.66% 19.92% 6.08% 0.20% 8.08% 0.45% 6.08% 4.66% 1.23% that it carries out its supervisory function and represents represents and function supervisory its out carries it that ensures Board Supervisory the on directors independent of presence The Board. a Supervisory and Board Management a with structure corporate a two-tier have adopted and principles governance corporate to strict committed are We shareholders. founding two by its controlled is Wavestone Compensation Committee. the of Chairman is Vivier Rafaël that and Committee Audit the of Chairwoman the also is Verdickt Marie-Ange that Note and Benjamin Clément (members of the Supervisory Board). Vivier Rafaël Lamigeon, Sarah Perret, Jean-François Board), Marie-Ange Verdickt of (Vice-Chairwoman the Supervisory Other executive directors and corporate officers include of Wavestone. Officer Executive Chief and Board Management the of amember is Hirigoyen Patrick Theoretical 26,787,598 15,018,232 8,045,376 1,746,800 1,746,800 7,574,071 4,847,158 1,883,956 2,199,412 249,083 6,731,114 167,842 73,900 voting rights theoretical 100.00% rights 56.06% 30.03% 28.27% 18.09% voting 25.13% 0.93% 0.63% 0.28% 7.03% 6.52% 6.52% 8.21% % of (1)

Exercisable 26,538,515 15,018,232 8,045,376 1,746,800 1,746,800 7,574,071 4,847,158 1,883,956 2,199,412 6,731,114 167,842 voting 73,900 rights 0

exercisable 100.00% rights 56.59% 28.54% 30.32% 25.36% 18.26% 0.00% voting 0.63% 6.58% 0.28% 8.29% 6.58% 7.10% % of (2)

> Legal Information • General information on Wavestone and its share capital 04 238 - 239

Company’s shareholders. Every year, the work of the The Management Board took the decision on the first capital Supervisory Board includes reviewing strategy, annual action increase during its meeting on 06/26/18 and increased the plans and budgets, as well as internal control procedures. The share capital by €7,120.80, equating to 71,208 shares (284,832 Supervisory Board also conducts a self-assessment survey to shares after the 4-for-1 stock split; see section 2.5.3 of the evaluate its work, and reviews the independent director status General Report). of the members. The second capital increase was decided by the Management Board during its meeting on 07/20/18 and increased the share 3.2. Wavestone share capital: five-year overview capital by €1,103.30, equating to 11,033 shares (44,132 shares During the fiscal year ended 03/31/19, the Company after the 4-for-1 stock split; see 2.5.3 of the General Report). transacted two capital increases to issue new shares under The most recent capital transaction was the creation on the terms of employee shareholding plans that came to 05/26/09 of 16,220 new shares through the exercise of stock maturity (see 3.2 of the General Report). options granted during the fiscal year ended 03/31/09.

3.3. Wavestone shareholder structure: three-year table

The table below details the Company's shareholders for the past three years:

03/31/19 (3) 04/05/18 (3) 03/31/17 (3) % of % of % of % of % of % of theoretical exercisable theoretical exercisable theoretical exercisable Number voting voting Number voting voting Number voting voting Shareholders of shares (1) % capital rights rights of shares rights rights of shares rights rights Executive directors and corporate officers (1) (2) 9,942,433 49.23% 56.06% 56.59% 2,489,339 63.71% 64.02% 2,488,561 63.63% 64.15% Pascal Imbert 941,978 4.66% 7.03% 7.10% 1,447,284 37.06% 37.24% 1,447,284 37.08% 37.38% FIH (family holding company of Pascal Imbert 4,847,158 24.00% 18.09% 18.26% 0 0.00% 0.00% 0 0.00% 0.00% Subtotal P. Imbert 5,789,136 28.66% 25.13% 25.36% 1,447,284 37.06% 37.24% 1,447,284 37.08% 37.38% Michel Dancoisne 4,022,688 19.92% 30.03% 30.32% 1,005,672 25.75% 25.88% 1,005,672 25.76% 25.97% Patrick Hirigoyen 90,953 0.45% 0.63% 0.63% 24,338 0.62% 0.62% 24,256 0.62% 0.62% Other executive directors and corporate officers 39,656 0.20% 0.28% 0.28% 12,045 0.27% 0.27% 11,349 0.17% 0.17% Shareholders owning more than 5% of the capital 1,228,400 6.08% 6.52% 6.58% 307,100 5.59% 5.62% 349,600 6.14% 6.19% Delphine Chavelas 1,228,400 6.08% 6.52% 6.58% 307,100 5.59% 5.62% 349,600 6.14% 6.19% Employees (4) 1,631,835 8.08% 8.21% 8.29% 296,471 5.30% 5.32% 255,988 4.57% 4.61% Treasury stock 249,083 1.23% 0.93% 0.00% 37,551 0.48% 0.00% 62,947 0.81% 0.00% Free float 7,144,741 35.38% 28.27% 28.54% 1,836,421 24.92% 25.04% 1,809,786 24.85% 25.06% Total 20,196,492 100.00% 100.00% 100.00% 4,966,882 100.00% 100.00% 4,966,882 100.00% 100.00%

(1) For the record, a 4-for-1 stock split took place on 09/04/18 (see 2.5.3). (2) Messrs Dancoisne and Imbert act in concert. (3) Under Article 223-11 of the General Regulation of the AMF, the total number of theoretical voting rights is calculated on the basis of the total number of shares, including those with no voting rights. In accordance with AMF position-recommendation no.2014-14, the total number of voting rights that can be exercised at General Meetings is calculated on the basis of the total number of shares with exercisable voting rights, but does not include shares with no voting rights. (4) In accordance with Article 17 of the General Regulation of the AMF, as amended on 12/17/13, an employee subtotal was added as of 03/31/14. This employee subtotal was maintained during the fiscal year ended 03/31/19, in accordance with AMF position-recommendation no. 2014-14. REGISTRATION DOCUMENT 2018/19 Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Patrick Hirigoyen Sarah Lamigeon the Company. of rights voting the of 25.53% and capital share the of 19.96% i.e. rights, voting 2,011,344 representing shares Wavestone 1,005,672 date, that on held, and Wavestone of capital share the of 20% of threshold the below crossed individually had he 07/06/18 on that regularization, of purposes the for declared, Dancoisne Michel 07/23/18, on received letter By Threshold crossing (before the 4-for-1 stock split): 3.4. Patrick Hirigoyen Patrick Hirigoyen Sarah Lamigeon Sarah Lamigeon Sarah Lamigeon Executive directors Report). General the of 2.5.5 (see section Company the of control the on impact no had that reclassification intra-group an completed Imbert Pascal that recalled is It 03/31/19. at as officers corporate by shares of disposals significant no were There detailed in paragraph 2.5.5 above, (i) FIH, acting in concert, concert, in acting FIH, (i) above, 2.5.5 paragraph in detailed operations reclassification intra-group the of aresult As AMF) the of Regulation General the of 234-10 and 234-9(7) 234-9(6), 234-8, (Articles shares for Wavestone offer public proposed a file to obligation the from Derogation 3.5. Total concert Michel Dancoisne Pascal Imbert Threshold crossing Threshold Derogations Transaction 02/26/19 02/25/19 10/04/18 10/08/18 02/19/19 10/03/18 12/05/18 09/27/18 09/27/18 12/07/18 12/07/18 10/14/18 10/01/18 10/19/18 12/10/18 10/17/18 date 2,452,956 1,005,672 1,447,284 of shares Number Number transaction

Type of voting rights of the Company, distributed as follows: as distributed Company, the of rights voting the of 62.26% and capital share the of 48.69% i.e. rights, 2,452,956 Wavestone shares representing voting 4,905,912 date, this on hold, and thresholds any cross not did Dancoisne Michel and Imbert Pascal concert, in acting occasion, this On the Company’s capital. comprising shares of number the altered breach threshold This related to them, during the past fiscal year. fiscal past the during to them, related executive directors, senior managers, and persons closely by shares Company on out carried transactions the lists table following the force, in regulations and laws with accordance In Article 234-2 of the AMF's General Regulations. General AMF's the of 234-2 Article with accordance in Wavestone of capital share entire the for offer public proposed a to file parties the of each obliging thus rights, voting Wavestone’s for threshold 30% the crossed alone, acting Dancoisne, Mr. Michel (ii) and, rights voting and capital share Wavestone’s for thresholds 30% the crossed Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale Sale % capital 48.69% 28.73% 19.96% Number of shares 6,000 8,500 8,500 1,056 1,056 5,615 5,615 1,262 1,262 1,011 1,011 500 500 650 650 584 584 489 947 338 676 676 476 476 223 223 474 474 Voting rights 2,894,568 4,905,912 2,011,344 Transaction share price % voting rights % €38.00 €29.00 €26.40 €28.90 €28.60 €35.08 62.26% €38.00 €36.25 36.74% €26.70 €37.30 25.53% €29.75 €27.95 €31.05 €33.10 €37.16 €31.13 > Legal Information • General information on Wavestone and its share capital 04 240 - 241

Accordingly, Mr. Michel Dancoisne and FIH applied to the AMF Wavestone shares by Mr. Pascal Imbert to FIH, thus falling into for an exemption from the obligation to file a proposed public the category of a reclassification between persons of the offer for all of Wavestone’s shares, on the basis of Article same group with no impact on the control of Wavestone, and 234‑9(6) of the General Regulation for Mr. Michel Dancoisne (ii) the crossing of the 30% threshold for Wavestone’s voting and on the basis of Article 234-9(7) for FIH. rights by Mr. Michel Dancoisne arose in the context of a partnership that held a majority of the voting rights prior to At its meeting of 03/19/19, the AMF reviewed the request to the proposed transactions, the AMF granted the requested be exempted from the obligation to file a proposed public exemptions, on the basis of Articles 234-9(7) and (6) of the offer for all of Wavestone’s shares, which would alter the General Regulation, respectively. shareholder structure.

Whereas (i) the crossing of the 30% thresholds for 4. Issuer as a member of a group Wavestone’s share capital and voting rights by FIH, which is controlled by Mr. Pascal Imbert, arose from a transfer of Wavestone does not belong to any group.

5. Dividends

5.1. Statute of limitations

Unclaimed dividends expire after five years and are paid to the French government, in accordance with the law.

5.2. Dividend distribution

Wavestone has paid a dividend since the fiscal year ended 03/31/95.

Dividends paid in the past three fiscal years:

Portion of the dividend Number of shares eligible eligible for the 40% Fiscal year for dividend payment (1) Dividend per share (2) tax rebate (3) 03/31/18 5,004,501 €0.81 100% 03/31/17 4,929,431 €0.61 100% 03/31/16 4,912,936 €0.41 100% (1) The Company’s treasury shares are not eligible for the dividend. This is the number of shares before the 4-for-1 stock split. (2) Before deduction of taxes and social charges. (3) All of the dividends paid by the Company are eligible for the rebate.

5.3. Dividend payout in respect of the fiscal year ended 5.4. Future dividend policy 03/31/19 The Company’s dividend policy is explained in the The annual General Meeting of Shareholders convened to “Management Board Report - General Report” (see Chapter 1). approve the financial statements for the year ended 03/31/19, will be asked to approve a dividend distribution of €4,587,904 to be drawn from the Company’s reported earnings for the 2018/19 fiscal year.

Treasury shares owned by the Company as part of the share buyback program are not eligible for the dividend. The difference between the estimated amount of the dividend payout mentioned above and the amount actually disbursed will be booked to retained earnings. REGISTRATION DOCUMENT 2018/19 Source :Euronext 06/28/19 to 04/01/18 from price share Wavestone the in Trends Source :Euronext from chart price Share Paris. Euronext Bof compartment in listed is Company The 6. 40 50 30 20 04/18 06/19 05/19 Date 04/19 03/19 12/18 11/18 10/18 07/18 06/18 05/18 02/19 01/19 09/18 08/18 0418 Market for the Wavestone share share Wavestone the for Market (left-hand scaleineuros) Share price 0518 0618 04/01/18 to 06/28/19 to 04/01/18 Highest price 0718 €40.50 €30.50 €28.40 €43.50 €26.80 €29.80 €29.30 €36.65 €44.75 €38.25 €29.55 €42.75 €31.45 €45.15 €31.10 0818 0918 (rebased) CC S Lowest price 1018 €26.90 €35.40 €35.90 €25.40 €23.40 €25.80 €33.30 €39.85 €37.90 €23.45 €25.55 €23.55 €22.25 €26.10 €39.10 1118 1218 Last listed price 0119 €30.00 €40.30 €40.20 €39.00 €26.30 €27.00 €24.85 €35.70 €35.70 €42.25 €29.25 €27.80 (right-handscalebynumberofsecurities exchanged) Trading volumes €27.85 €27.25 €23.15 0219 Total volume 0319 356,292 201,664 145,982 152,230 310,724 175,024 126,367 106,015 119,454 155,160 181,924 151,987 98,459 107,219 271,612 0419 0519 of traded capital €15,007,507 €3,438,860 €6,869,646 €2,645,946 0619 €3,348,052 €8,703,700 €6,085,474 €6,022,223 €8,674,933 €2,785,962 €8,021,938 €2,805,913 €6,185,703 €4,167,229 €4,197,051 Volume 0 10,000 20,000 30,000 40,000 50,000 60,000 70,000

> Legal Information • General information on Wavestone and its share capital 04 242 - 243

7. Legal organization chart at 03/31/19 For more information on the key figures in each subsidiary's income statement at 03/31/19, see the Management Board At 03/31/19, Wavestone was comprised of the parent Report in Chapter 1 of this registration document. company, Wavestone SA, and 6 direct subsidiaries: The Wavestone parent company holds most of the assets • Wavestone Advisors Morocco Sarl, 95.5% owned; required for the firm's operations. Wavestone subsidiaries pay • Wavestone Advisors UK Limited, wholly owned; royalties to the parent company for the right to use its assets • Wavestone Advisors Switzerland Sarl, wholly owned; (premises and technical resources). In addition, while • Wavestone Advisors SAS, wholly owned; subsidiaries may own some assets considered necessary for • Xceed Group (Holdings) Limited, wholly owned; them to carry out their own operations, they do not hold any • M3G SAS, wholly owned. assets that are strategic for the Company. Wavestone SA also had indirect stakes in 11 subsidiaries at 03/31/19: • Wavestone US Incorporated, wholly owned by Wavestone Advisors SAS; • Wavestone Luxembourg SA, wholly owned by Wavestone Advisors SAS; • Wavestone Belgium SA/NV, 99.84% owned by Wavestone Advisors SAS; • Wavestone Consulting Switzerland Sàrl, wholly owned by Wavestone Advisors SAS; • Wavestone HK limited, wholly owned by Wavestone Advisors SAS; • Xceed Group Limited, wholly owned by Xceed Group (Holdings) Ltd; • Wavestone Consultancy UK Limited (formerly Xceed Consultancy Services Limited), 94.2% owned by Xceed Group Limited; • Xceed (2007) Incorporated, wholly owned by Xceed Group Limited; • Metis Consulting SAS, wholly owned by M3G SAS; • Metis Consulting HK Limited, wholly owned by M3G SAS; • Metis (Shanghai) Management Consulting Co. Limited, wholly owned by Metis Consulting HK Limited. REGISTRATION DOCUMENT 2018/19 management and some support functions. cash central resources, technical and premises of sharing resources: Group-wide of pooling the concern billings internal Other Consulting Co. Ltd Metis (Shanghai) Management Ltd HK Consulting Metis SAS Consulting Metis SAS M3G Inc (2007) Xceed Wavestone Consulting UK Ltd Xceed Group Ltd Ltd (Holdings) Group Xceed Ltd HK Wavestone Wavestone Consulting Switzerland Sàrl Wavestone Advisors Morocco (SARL) Wavestone Belgium SA/NV SA Luxembourg Wavestone Inc US Wavestone (SAS) Advisors Wavestone Sàrl Switzerland Advisors Wavestone Ltd UK Advisors Wavestone Wavestone SA Clients (in thousandsof euros) below. table the in provided is 03/31/19 ended year fiscal the for invoicing internal Group’s the of breakdown The agreements. subcontracting by way internal of out carried are which companies Wavestone several involving operations joint to run part most the for subsidiaries, Company between synergies to create partnerships of anumber We formed have

18,311 18,311 483 483 268 268 359 359 367 367 577 577 219 219 158 158 118 118 43 43

9 9 Wavestone SA 2,490 2,490 153 153 56 56

0 0 Wavestone Advisors UK Ltd 180 30 30 0 0 8 8 Wavestone Advisors Switzerland Sàrl 47,870 47,870 103 103 44 44 0 0 4 4 0 0 0 0 Wavestone Advisors (SAS) 2,313 2,313 626 626 29 29

9 9 Wavestone US Inc 1,501 1,501 1,216 1,216 134 134 66 66 3 3 Wavestone Luxembourg SA 677 677 271 271 171 171

1 1 Wavestone Belgium SA/NV Suppliers 365 365

0 0 Wavestone Advisors Morocco (SARL) 493 493 938 938 553 553 312 312 Wavestone Consulting Switzerland Sàrl 405 405 12 12 Wavestone HK Ltd 0 Xceed Group (Holdings) Ltd

Xceed Group Ltd 549 549 427 427 Wavestone Consulting UK Ltd

Xceed (2007) Inc

M3G SAS

4 4 Metis Consulting SAS

Metis Consulting HK Ltd Metis (Shanghai) Consulting Management Co Ltd > Legal Information • General information on Wavestone and its share capital 04 244 - 245

8. Investment and asset policy

Because of the nature of Wavestone’s activity, investment is limited to the purchase of computer equipment, IT systems and software licenses, as well as office furniture and fittings the firm needs to carry out its day-to-day operations.

These transactions are either booked as investments, financial leases (equipment paid for on a lease-purchase basis can be acquired at the end of the lease period) or operating leases.

Investments (in thousands of euros) 03/31/17 03/31/18 03/31/19 Tangible and intangible assets 14,843* 3,379** 3,333***

* of which €1,432k in finance leases. ** of which €1,367k in finance leases. *** of which €0k in finance leases.

9. Offices Metis Consulting HK Ltd Flat 7107b, 71/f, international commerce centre 1, Austin Road West Registered office Kowloon Tour Franklin Hong Kong 100-101 Terrasse Boieldieu 92042 Paris la Défense Cedex China France Metis (Shanghai) Management Consulting Co. Ltd 28 F Office 2870 Wholly-owned subsidiaries No 1045 Middle Huaihai Road, Xuhui Belgium District Shanghai, PRC Square Stéphanie Avenue Louise 65, 1050 Brussels Luxembourg 10 rue du Château d’Eau United States L-3364 Leudelange 1330 Avenue of the Americas, 9th floor New York, NY 10019 Morocco 157, Bd Anfa France Immeuble Racine d’Anfa 81, boulevard Stalingrad 20100 Casablanca Immeuble Park Avenue – CS 30235 69100 Villeurbanne Cedex – France United Kingdom 29, Cornhill Immeuble Le Virage – Bâtiment C 1st & 4th floor 3 Allée Marcel Leclerc London 13008 Marseille EC3V 3NF Immeuble Le Viviani Switzerland 2 rue René Viviani 105 rue de Lyon Ile Beaulieu 1203 Geneva 44200 Nantes

Hong Kong

21/F On Hing Building 1 On Hing Terrace Central Hong Kong

All office premises occupied by the firm and its subsidiaries are rented from independent owners. REGISTRATION DOCUMENT 2018/19 position or earnings of the Company or the Group. the or Company the of earnings or position financial the on impact to amaterial have liable disputes or events exceptional no are there knowledge, To Company’s the Exceptional eventsanddisputes proceedings during the last twelve months. twelve last the during proceedings arbitration or legal government, to any subject been not has Wavestone business, Group’s the of course normal the during to arising related disputes of exception the With > Legal Information • Exceptional events and disputes 04 246 - 247 REGISTRATION DOCUMENT 2018/19 AND EXTRAORDINARY GENERAL 2019 COMBINED ORDINARY2019 COMBINED MEETING 252 250

DESCRIPTION OF THE SHARE BUYBACK PROGRAM BUYBACK SHARE THE OF DESCRIPTION AND ORDINARY SHAREHOLDERS’ MEETING OF 07/25/19 OF MEETING SHAREHOLDERS’ AND ORDINARY EXTRAORDINARY COMBINED TO THE PROPOSED TO BE RESOLUTIONS 05

248 - 249 REGISTRATION DOCUMENT 2018/19 • manner: following the in distributed were shares These capital. share Company’s the of to 1.26% equivalent shares, 253,855 owned Wavestone At 04/30/19, 2. 07/25/19. on Meeting Shareholders’ extraordinary and ordinary the to proposed be will below described program buyback The 1. 07/26/18. on shareholders by the authorized program the replaces and cancels program new This 04/16/14. dated Council the of and Parliament European the of 596/2014 no. (EU) Regulation and Regulator), Market Financial French (the AMF the of Regulation General the of to 241-1 241-5 Articles with accordance in 07/25/19, on Meeting Shareholders’ extraordinary and combined the at approval shareholder for submitted to be program the of conditions and terms the as well as purpose, the outlines and program buyback share Company’s the describes section This dividends. to entitlement give not do and rights voting carry not do shares these regulations, and law current with accordance In • • Meeting on07/25/19 at thecombinedordinaryandextraordinaryGeneral to besubmittedfortheapprovalofshareholders Description ofthesharebuybackprogram financiers investment firms ( firms investment and financial of association French the of Ethics of Code the and regulations and laws applicable with accordance liquidity agreement with Portzamparc Portzamparc with agreement liquidity a into entered has Wavestone that recalled is AMF. It the by approved charter ethics an with accordance in provider services investment an with contract aliquidity under shares, Wavestone of liquidity the improving or market secondary the to promoting allotted were shares 24,139 no shares were held in treasury to finance acquisitions. to finance treasury in held were shares no awards; share of forms other any or grants share free schemes, savings employee as such policy, profit-sharing our under introduced plans option to stock respect with by law, notably provided formalities and conditions the with accordance in officers corporate and/or employees to Group allocated were shares 229,716 held by Wavestone at 04/30/19 at by Wavestone held securities equity the of by objective Breakdown buyback program share the authorize to convened Meeting General annual the of Date or ”AMAFI”); Association française des marchés marchés des française Association Société de Bourse de Société in in • • • • • purposes: following the for 07/25/19, on Meeting Shareholders’ extraordinary and combined the of approval the for submitted 16 resolution under authorized program, buyback share new the use will Wavestone 3. Company’s share capital at that date. that at capital share Company’s the up making shares 8.74% the of to around equivalent shares, 1,765,794 of atotal back to buy able be would Wavestone 04/30/19, at treasury in held shares the Given shares. 20,196,492 i.e. 04/30/19, at capital share the of 10% to equivalent is to buy authorized be will Board Management the shares of number maximum the 07/25/19, on Meeting of the combined ordinary and extraordinary Shareholders’ approval the for submitted 16 resolution of terms the Under 4. regard to these programs. to these regard with force in regulations the with comply that operations all out to carry generally, more and, programs buyback share concerning AMF by the or regulations current or by law permitted objectives and practices market all to implement Meeting; and authorization granted by the extraordinary General to avalid subject and of context the within capital, share the to reduce purchased shares the of some or all to cancel plans; share free and option stock satisfying and implementing of purposes the for and plans, savings company profit-sharing, share ownership plans, Company and inter- by law, for set conditions and terms the with accordance in group, the in companies of or Company the of officers corporate and/or to employees shares sell or to allocate capital; share Company’s to the access giving securities other and shares of issue to the related obligations to honor AMF; by the recognized charter ethics an with accordance in provider, services investment independent an with contract a liquidity under liquidity, boost and share Company’s the for market the to promote Objectives of the new share buyback program buyback share new the of Objectives purchased, and maximum purchase price be can that shares of characteristics and number maximum capital, of share Maximum > 2019 Combined ordinary and extraordinary General Meeting • Description of the share buyback program 05 250 - 251

Stock eligible for repurchase are ordinary shares all of the 5. Duration of the new share buyback program same category and listed on Euronext Paris, compartment B proposal (ISIN code FR0013357621). Under the terms of resolution 16 submitted for the approval The maximum purchase price is capped at: of the combined ordinary and extraordinary Shareholders’ • €70 per share (excluding acquisition costs) when shares Meeting on 07/25/19, the Management Board will be are purchased to promote the market for the Company’s authorized to buy back Company shares for a period of share and boost liquidity, under a liquidity contract with an eighteen months following the combined ordinary and independent investment services provider; and extraordinary Shareholders’ Meeting on 07/25/19. This • €52 per share (excluding acquisition costs) for all other authorization cancels the authorization granted to the authorizations granted to the Management Board under Management Board by the combined ordinary and the resolution 16. extraordinary Shareholders’ Meeting on 07/26/18. For capital transactions, in particular share splits, reverse Article 241-2-II of the AMF General Regulation requires any share splits or free share grants, the amounts referred to material change in the information given in sub-sections I-3, above will be adjusted in the same proportions. I-4 and I-5 of said article and mentioned in this description to The maximum under the program is: be made public as soon as possible, in accordance with Article • €123,605,580 (1,765,794 shares x €70) for purchases to 221-3 therein. This includes making such changes available at promote the market for the Company’s share and boost Company headquarters and on the Wavestone website. liquidity, under a liquidity contract with an independent This document is available on the Wavestone Company investment services provider; website:www.wavestone.com. • €91,821,288 (1,765,794 shares x €52) for all other authorizations granted to the Management Board under resolution 16.

Shares may be purchased on one or more occasions and at the times the Management Board deems appropriate, other than during periods of public offerings on Company shares, in compliance with applicable regulations and market practices accepted by the AMF. Shares may be purchased on- or off-market, and through an over-the-counter block purchase. Your Management Board may also use derivative or options transactions, provided that these do not contribute in a significant way to increasing the volatility of the share price. REGISTRATION DOCUMENT 2018/19 summarized in these reports. these in summarized and statements financial these in reflected transactions the as well as 2019, 31, March ended year fiscal the Auditors, approves the consolidated financial statements for Statutory the and Board Supervisory the Board, Management the of reports the reviewed having Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the 2019 31, March ended year fiscal the for statements financial and reports annual consolidated the of Approval 2: Resolution €6,670. of total a for charges, and expenses these for tax theoretical the as well as to €19,371, amounted which Code, said of 39-4 Article to in referred charges and expenditure deductible non-tax total the approves Meeting Shareholders’ annual the Code, Tax General French the of quater 223 to Article Pursuant reports. these in summarized and statements financial these in reflected transactions the as well as €31,537,512, of income net showing 2019 31, March ended year fiscal Auditors, approves the annual financial statements for the Statutory the and Board Supervisory the Board, Management the of reports the reviewed having Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the 2019 31, March ended year fiscal the for statements financial and reports annual the of Approval 1: Resolution 1. of 07/25/19 extraordinary andordinaryShareholders’Meeting Resolutions tobeproposedthecombined Approve the Company’s consolidated financial statements statements financial consolidated Company’s the Approve Purpose: 2: resolution of Summary statements financial individual Company’s the Approve Purpose: 1: resolution of Summary at March 31, 2019. 31, March at €31,537,512. of income net showing 2019 31, March at resolutions Ordinary annual Shareholders’ Meeting

Resolution 3: Resolution payment date dividend the and dividend the setting 2019, March 31, ended year fiscal the for earnings of Appropriation opted for the progressive tax scale. If this option is selected, selected, is option this If scale. tax progressive the for opted automatically unless applicable, the taxpayer has expressly is 12.8% of tax flat-rate single This Tax Code. General French the of A 200 Article with accordance in tax, flat-rate to asingle subject is dividend this residents, tax French For 2019. 2, August later, on days two paid be will dividends and 2019 31, July is date ex-dividend The paid. actually dividends the of basis the on calculated be will account earnings retained the from debited to or credited balance The account. into difference this to take adjusted be will dividend total the 2019, 31, March on capital share the comprising shares 20,196,492 the from differs dividend the for eligible shares of number the date, payment dividend the on If, shares). treasury 249,083 held Company the 2019, 31, March at as note: (please €0.23 is share eligible per dividend the Accordingly, account: earnings Retained distribution: Dividend reserve: Legal follows: as to €31,537,512 amounting 2019, 31, March ended year fiscal the for profit the to allocate resolves Board, Management the of aproposal on Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Allocate income amounting to €31,537,512 and pay a a pay and €31,537,512 to amounting income Allocate Purpose: 3: resolution of Summary dividend of €4,587,904, or €0.23 per share to eligible eligible to share per €0.23 or €4,587,904, of dividend shareholders. Distribution policy: this dividend represents a payout ratio ratio payout a represents dividend this policy: Distribution of 15% of the Group's share of net income, in line with with line in income, net of share Group's the of 15% of previous years. previous Dividend payment date: August 2, 2019. 2, August date: payment Dividend

€26,948,786 €4,587,904 €822 > 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 252 - 253

the dividend is eligible for the 40% tax rebate referred to in The following table gives the dividends paid for the last three Article 158-3.2 of the French General Tax Code for individuals fiscal years, as required by law: who are tax residents in France.

Portion of the dividend Number Dividend eligible for the 40% Fiscal year of shares(1) per share(2) tax rebate(3)

March 31, 2018 5,004,501 €0.81 100%

March 31, 2017 4,929,431 €0.61 100%

March 31, 2016 4,912,936 €0.41 100%

(1) After deduction of treasury shares, before the 4-for-1 stock split. (2) Before deduction of taxes and social charges. (3) All of the dividends paid by the Company are eligible for the reduction. Resolution 5: Reappointment of Mr. Rafaël Vivier as a member of the Resolution 4: Supervisory Board Related-party agreements and commitments

Summary of resolution 5: Summary of resolution 4: Purpose: Purpose: Reappointment of Mr. Rafaël Vivier as a member of the Acknowledge that no new agreements and commitments Supervisory Board. were authorized, concluded or entered into during the Term of office: 4 years, until the close of the annual fiscal year ended March 31, 2019. Shareholders’ Meeting called to approve the financial Approve the Statutory Auditors’ special report on the statements for the fiscal year ending March 31, 2023. previously approved agreement which was still in effect during the fiscal year ended March 31, 2019 and acknowledge the information related to this agreement. The annual Shareholders’ Meeting, deliberating under the quorum and majority conditions required for ordinary Shareholders’ Meetings, renews Mr. Rafaël Vivier’s The annual Shareholders’ Meeting, deliberating under the appointment as a member of the Supervisory Board for the quorum and majority conditions required for ordinary statutory term of four years, until the close of the annual Shareholders’ Meetings, and having reviewed the Statutory Shareholders’ Meeting called to approve the financial Auditors’ special report, pursuant to Article L.225-88 of the statements for the fiscal year ending March 31, 2023. French Commercial Code: • acknowledges that no new agreements or commitments were authorized, concluded or entered into during the fiscal year ended March 31, 2019; • acknowledges the information relating to the previously approved agreement, which remained in effect during the fiscal year ended March 31, 2019; • acknowledges that there were no previously signed regulated commitments entered into by the Company. REGISTRATION DOCUMENT 2018/19 statements for the fiscal year ending March 31, 2023. 31, March ending year fiscal the for statements financial the to approve called Meeting Shareholders’ annual the of close the until years, four of term statutory the for Board Supervisory the of a member as appointment Shareholders’ Meetings, renews Mr. Christophe Aulnette’s ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Board Supervisory the of amember as Aulnette Mr. Christophe of Appointment 7:Resolution 2023. 31, March ending year fiscal the for statements financial the to approve called Meeting Shareholders’ annual the of close the until years, four of term statutory the for Board Supervisory the of a member as appointment Shareholders’ Meetings, renews Mrs. Sarah Lamigeon’s ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Board Supervisory the of amember as Lamigeon Sarah Mrs. of Reappointment 6: Resolution Appointment of Mr. Christophe Aulnette as a member of of member a as Aulnette Christophe Mr. of Appointment Purpose: 7: resolution of Summary of member a as Lamigeon Sarah Mrs. of Reappointment Purpose: 6: resolution of Summary the Supervisory Board. Supervisory the Board. Supervisory the Term of office: 4 years, until the close of the annual annual the of close the until years, 4 office: of Term annual the of close the until years, 4 office: of Term Shareholders’ Meeting called to approve the financial financial the approve to called Meeting Shareholders’ financial the approve to called Meeting Shareholders’ statements for the fiscal year ending March 31, 2023. 31, March ending year fiscal the for statements 2023. 31, March ending year fiscal the for statements

Resolution 8: 8: Resolution Resolution 9: 9: Resolution 2025. 31, March ending year financial the for statements ordinary Shareholders’ Meeting called to approve the financial the until i.e. years, fiscal six of aterm for Auditor Statutory as Associés Et Conseils Auditeurs to appoint you asks and expired has Auditor Statutory as &Associés Deloitte of office of term the that acknowledges Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the &Associés Deloitte of replacement in Auditor Statutory as Associés Conseils Et Auditeurs of Appointment statements for the financial year ending March 31, 2025. 31, March ending year financial the for statements financial the to approve called Meeting Shareholders’ ordinary the until i.e. years, fiscal six of a term for Auditor Statutory substitute as &Associés Pimpaneau to appoint you asks and expired has Auditor Statutory substitute as BEAS of office of term the that acknowledges Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Statutory Auditor in replacement of BEAS substitute as &Associés Pimpaneau of Appointment Appointment of Auditeurs Et Conseils Associés as as Associés Conseils Et Auditeurs of Appointment Purpose: 8: resolution of Summary Appointment of Pimpaneau & Associés as substitute substitute as Associés & Pimpaneau of Appointment Purpose: 9: resolution of Summary Statutory Auditor in replacement of Deloitte & Associés. & Deloitte of replacement in Auditor Statutory Statutory Auditor in replacement of BEAS. of replacement in Auditor Statutory Term of office: 6 years, until the close of the annual annual the of close the until years, 6 office: of Term Term of office: 6 years, until the close of the annual annual the of close the until years, 6 office: of Term Shareholders’ Meeting called to approve the financial financial the approve to called Meeting Shareholders’ Shareholders’ Meeting called to approve the financial financial the approve to called Meeting Shareholders’ statements for the fiscal year ending March 31, 2025. 31, March ending year fiscal the for statements statements for the fiscal year ending March 31, 2025. 31, March ending year fiscal the for statements

> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 254 - 255

Resolution 10: of compensation and benefits-in-kind paid or allocated in Vote on the compensation and benefits-in-kind awarded respect of the fiscal year ended March 31, 2019 to Mr. Patrick or due to the Chairman of the Management Board in Hirigoyen, in his role as CEO and member of the Management respect of the fiscal year ended March 31, 2019 Board, as presented in the above-mentioned report.

Summary of resolution 10: Resolution 12: Purpose: Vote on the compensation and benefits-in-kind awarded Approve the fixed and variable components of total or due to the Chairman of the Supervisory Board in compensation and other benefits paid or awarded to respect of the fiscal year ended March 31, 2019 Mr. Pascal Imbert, in his role as Chairman of the Management Board, in respect of the fiscal year ended Summary of resolution 12: March 31, 2019. Purpose: Approve the fixed and variable components of total The annual Shareholders’ Meeting, deliberating under the compensation and other benefits paid or awarded to quorum and majority conditions required for ordinary Mr. Michel Dancoisne, in his role as Chairman of the Shareholders’ Meetings, having reviewed the Supervisory Supervisory Board, in respect of the fiscal year ended Board’s report on corporate governance, in accordance with March 31, 2019. Article L.225-68 of the French Commercial Code, approves, pursuant to Article 225-100 II of said Code, the components The annual Shareholders’ Meeting, deliberating under the of compensation and benefits-in-kinds paid or allocated in quorum and majority conditions required for ordinary respect of the fiscal year ended March 31, 2019 to Mr. Pascal Shareholders’ Meetings, having reviewed the Supervisory Imbert, in his role as Chairman of the Management Board, as Board’s report on corporate governance, in accordance with presented in the above-mentioned report. Article L.225-68 of the French Commercial Code, approves, pursuant to Article 225-100 II of said Code, the components Resolution 11: of compensation and benefits-in-kind paid or allocated in Vote on the compensation and benefits-in-kind awarded respect of the fiscal year ended March 31, 2019 to Mr. Michel or due to the CEO and member of the Management Board Dancoisne, in his role as Chairman of the Supervisory Board, in respect of the fiscal year ended March 31, 2019 as presented in the above-mentioned report.

Summary of resolution 11: Resolution 13: Purpose: Vote on compensation policy for the Chairman of the Approve the fixed and variable components of total Management Board in respect of the fiscal year compensation and other benefits paid or awarded to commencing 04/01/19 Mr. Patrick Hirigoyen, in his role as CEO and member of the Management Board, in respect of the fiscal year Summary of resolution 13: ended March 31, 2019. Purpose: Approve the principles and criteria used to determine, The annual Shareholders’ Meeting, deliberating under the distribute and allocate the fixed, variable and exceptional quorum and majority conditions required for ordinary components of total compensation and benefits-in-kind Shareholders’ Meetings, having reviewed the Supervisory allocated to Mr. Pascal Imbert, in his role as Chairman of Board’s report on corporate governance, in accordance with the Management Board, in respect of the fiscal year Article L.225-68 of the French Commercial Code, approves, commencing 04/01/19. pursuant to Article 225-100 II of said Code, the components REGISTRATION DOCUMENT 2018/19 Board, as presented in the above-mentioned report. Management the of member and CEO as role his in Hirigoyen Mr. to Patrick allocated 04/01/19, commencing year fiscal total compensation and benefits-in-kind in respect of the of components exceptional and variable fixed, the allocate and distribute to determine, used criteria and principles the approves Code, Commercial French the of L.225-68 Article with accordance in governance, corporate on report Board’s Supervisory the reviewed having Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the commencing 04/01/19 year fiscal the of respect in Board Management the of member and CEO the for policy compensation Vote on 14: Resolution presented in the above-mentioned report. as Board, Management the of Chairman as role his in Imbert Mr. to Pascal allocated 04/01/19, commencing year fiscal total compensation and benefits-in-kind in respect of the of components exceptional and variable fixed, the allocate and distribute to determine, used criteria and principles the approves Code, Commercial French the of L.225-68 Article with accordance in governance, corporate on report Board’s Supervisory the reviewed having Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Approve the principles and criteria used to determine, determine, to used criteria and principles the Approve Purpose: 14: resolution of Summary distribute and allocate the fixed, variable and exceptional exceptional and variable fixed, the allocate and distribute components of total compensation and benefits-in-kind benefits-in-kind and compensation total of components allocated to Mr. Patrick Hirigoyen in his role as CEO and and CEO as role his in Hirigoyen Patrick Mr. to allocated member of the Management Board in respect of the fiscal fiscal the of respect in Board Management the of member year commencing 04/01/19. commencing year

Resolution 15: Resolution year commencing 04/01/19 fiscal the of respect in Board Supervisory the of Chairman and members the for policy compensation Vote on above-mentioned report. the in presented as Board, Supervisory the of members and Chairman the to allocated 04/01/19, commencing year fiscal total compensation and benefits-in-kind in respect of the of components exceptional and variable fixed, the allocate and distribute to determine, used criteria and principles the approves Code, Commercial French the of L.225-68 Article with accordance in governance, corporate on report Board’s Supervisory the reviewed having Meetings, Shareholders’ ordinary for required conditions majority and quorum The annual Shareholders’ Meeting, deliberating under the Approve the principles and criteria used to determine, determine, to used criteria and principles the Approve Purpose: 15: resolution of Summary distribute and allocate the fixed, variable and exceptional exceptional and variable fixed, the allocate and distribute components of total compensation and benefits-in-kind benefits-in-kind and compensation total of components allocated to the Chairman and members of the the of members and Chairman the to allocated Supervisory Board in respect of the fiscal year year fiscal the of respect in Board Supervisory commencing 04/01/19. commencing

> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 256 - 257

Resolution 16: This authorization may be used by the Management Board Authorization delegating power to the Management for the following purposes: Board to trade in the Company’s shares • to promote the market for the Wavestone share and boost liquidity, under a liquidity contract with an independent Summary of resolution 16: investment services provider, in accordance with an ethics charter recognized by the AMF; Purpose: Authorize your Management Board to buy back the • to honor obligations related to the issue of shares and Company's shares. The maximum purchase price is other securities giving access to the Company’s share capped at €70 (excluding expenses) for transactions to capital; promote the market for the Wavestone share and boost • to award or sell shares to employees and/or corporate liquidity, and at €52 (excluding expenses) in other cases. officers of the Company or of companies within the group, The maximum number of shares that can be bought under in accordance with the terms and conditions set by law, this authorization is 10% of the share capital, less shares especially in respect of profit-sharing, share ownership already owned by the Company. plans, Company and inter-company savings plans, and for The Company may buy back its shares: the purposes of implementing and satisfying stock option • for cancellation by way of a share capital reduction; and free share plans; • for allocation or, as relevant, sale to employees and/or • to cancel all or some of the shares purchased to reduce the Directors of the Company or of group companies; share capital, within the context of, and subject to a valid authorization granted by the extraordinary General • to promote the market for the Company’s share and Meeting; boost liquidity, under a liquidity contract with an investment services provider, in accordance with an • to implement all market practices and objectives permitted ethics charter recognized by the AMF; by law or current regulations or by the AMF concerning share buyback programs and, more generally, to carry out • to implement all market practices and objectives all operations that comply with the regulations in force permitted by law. with regard to these programs. Shares may be purchased, sold or transferred by any means, on one or more occasions, notably on a stock The annual General Meeting hereby decides that: exchange or over the counter, including, in whole or in • the purchase, sale, exchange or transfer of shares may be part, in the form of a block purchase, sale or transfer, or done by any means, on a stock exchange or over the using derivatives and any other financial instruments. counter, in the form of a block purchase or sale, without This authorization is valid for a period of 18 months as of limiting the portion of the buyback program that may be the annual Shareholders’ Meeting on July 25, 2019. executed by such means, or, if necessary, by way of any form of derivative instrument or option transaction The annual Shareholders’ Meeting, deliberating under the provided that these do not contribute in a significant way quorum and majority conditions required for ordinary General to increasing the volatility of the share price (it being Meetings, having reviewed the Management Board’s report, specified that block share purchases can only be carried grants authorization to the Management Board, with the out with a reference shareholder if the latter offers one or power to delegate to any legally authorized person, to more forms of compensation such as a discount to the purchase the Company’s shares, under the legal and value of the purchased shares). These transactions may regulatory terms and conditions applicable at the time of take place at any time, other than during periods of public trading, and in particular pursuant to the terms and offerings on the Company’s shares (unless such obligations imposed by Articles L.225-209 et seq. of the transactionsare carried out to satisfy share delivery French Commercial Code set by the directly applicable commitments); provisions of European Commission regulation no. 596/2014 • the maximum number of shares the Company may dated April 16, 2014 and the market practices accepted by purchase under this authorization is capped at 10% of the the AMF. share capital, in accordance with Article L.225-209 of the French Commercial Code. This includes treasury REGISTRATION DOCUMENT 2018/19 • • • • • to: notably and plan, buyback ashare implement and up to set person, authorized legally to any sub-delegation of that including Board, Management to the powers all grants Meeting General annual The • • • ensure full traceability of transactions; traceability full ensure share purchases and sales; of registers to keep agreements all and any into enter price; share Company’s the on transactions of impact the account into to take price purchase share the adjust with applicable regulations; compliance in counter, the over or exchange a stock on orders anytrade above, specified limits the within place, launch and implement this share buyback program; date. this of as months 18 for valid is It 07/26/18. on Meeting Shareholders’ extraordinary and ordinary combined by the Board Management to the granted authorization the cancels authorization this reserves; to available subject €123,939,620, at capped is purchases share treasury for allocated funds of amount total the transaction; the after capital the comprising shares of number the and transaction, the before capital the up making shares of number the between ratio to the equal by afactor adjusted be will to above referred shares of number and price the splits, reverse and splits share shares, free of allocation and reserves of incorporation transactions and, in particular, capital increases by capital for however, that Note Board. Management to the granted authorizations other all for expenses) (excluding €52 (ii) and provider, services investment liquidity, under a liquidity contract with an independent boost and share Company’s the for market the promote to purchased are shares when expenses) (excluding €70 (i) is ashare for paid be may which price maximum the authorization; this of term the during sold number the less acquired, shares of number to the applies above mentioned calculation 10% the contract, liquidity a under purchased are shares when that specified being it Meeting, General annual by the granted authorizations shares acquired under previous share buyback • • • • special report, hereby: Auditors’ Statutory the and report Board’s Management the reviewed having and Meetings, Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the shares treasury by canceling capital share the reduce to Board Management the to power delegating Authorization 17:Resolution 2. shares purchased for the specific purposes indicated. the of allocation exact the of Meeting General annual next the at informed are shareholders Company’s that ensure Commercial Code; French the of (1) L.225-209 Article of provisions the with accordance in adopted, been has resolution this that informed is Council Economic and Social the ensure necessary; is that all do general, in and, formalities other all complete Code; Commercial French the of R.225-160 and L.225-211 Articles under required as registers, purchase/sale the in service) securities by the filed be this (or request information purchase/sale stock all file and (AMF), Authority Markets appropriate organizations, notably the French Financial the with formalities all out carry and declarations all make capital by 24 month periods, and to reduce the share share the reduce to and periods, month 24 by capital Authorize your Management Board to cancel Company Company cancel to Board Management your Authorize Purpose: 17: resolution of Summary capital accordingly. accordingly. capital shares acquired pursuant to the authorization granted granted authorization the to pursuant acquired shares The Company may cancel treasury shares as a means to to means a as shares treasury cancel may Company The under the 16 the under achieve various financial objectives, such as implementing implementing as such objectives, financial various achieve an active capital management strategy, balance sheet sheet balance strategy, management capital active an optimization, or to offset share dilution resulting from an an from resulting dilution share offset to or optimization, increase in capital. in increase This authorization is valid for a period of 18 months as of of as months 18 of period a for valid is authorization This the annual Shareholders’ Meeting on July 25, 2019. 25, July on Meeting Shareholders’ annual the resolutions Extraordinary Shareholders’ Meeting th

resolution, within a limit of 10% of the share share the of 10% of limit a within resolution, > 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 258 - 259

1. Authorizes the Management Board, in accordance with Resolution 18: the provisions of Article L.225-209 of the French Com- Delegation of powers to the Management Board to issue mercial Code, to cancel, on one or more occasions, the ordinary shares or securities giving access to the treasury shares held or acquired by the Company in im- Company's share capital or granting the right to the plementation of the 16th resolution or any other such re- allocation of debt securities and/or securities giving solution having the same purpose and which is subject to access to equity securities to be issued, with preferential the same legal provisions, for up to 10% of the Company’s subscription rights maintained share capital by twenty-four (24) month periods, and to reduce the share capital accordingly. This 10% ceiling ap- Summary of resolution 18: plies to the amount of the Company’s share capital which Purpose: will be adjusted, as necessary, to reflect capital transac- Delegate authority to the Management Board to decide tions subsequent to the annual Shareholders’ Meeting. to increase the share capital, with shareholders' 2. Authorizes the Management Board to charge the diffe- preferential subscription rights maintained, by issuing rence between the redemption value of the canceled ordinary Company shares and any other securities of any shares and their par value against the available premiums kind whatsoever, giving access by any means, immediately and reserves. and/or in the future, to Company shares or debt securities 3. Grants all powers to the Management Board, with the op- and/or securities giving access to equity securities to be tion of sub-delegating to any person authorized by the issued, it being specified that this delegation may not be applicable legal and regulatory provisions, to perform used from the time a third-party files a public offer for the these share cancellation and capital reduction opera- Company's securities until the end of the offer period. tions, notably to determine the final amount of the capital Shareholders will have, in proportion to the number of reduction, set the terms and conditions and record the their shares, an irreducible preferential subscription right completion thereof, make the corresponding amendment and, if the Management Board decides so, a reducible to the Company's Articles of Association, complete all right to the ordinary shares and securities that would be formalities required and make all declarations to all bo- issued on the basis of this resolution. dies and, in general, do all that is necessary. Ceilings: 4. Decides that this authorization is granted for a period Capital increase: €252,456, or 50% of the current share of eighteen (18) months from the date of this annual capital. Shareholders’ Meeting; cancels and replaces the previous Debt securities giving immediate or future access to the authorization for the same purpose granted to the Mana- capital: €40,000,000. gement Board by the combined ordinary and extraordina- The transactions will be included in the blanket ceiling set ry Shareholders’ Meeting on 07/26/18. in resolution 27. This authorization is valid for a period of 26 months as of the annual Shareholders’ Meeting on July 25, 2019.

The annual Shareholders’ Meeting, deliberating under the quorum and majority conditions required for extraordinary Shareholders’ Meetings and having reviewed the Management Board’s report and the Statutory Auditors’ special report, in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code and, in particular, Articles L.225-129-2, L.225-132, L.225-134, L.228-91 and L.228-92: REGISTRATION DOCUMENT 2018/19 1. 5. 4. 3. 2. Terminates, withimmediate effect, thedelegation ofau limit oftheirrequest. subscription rightsthey holdand,inany event, withinthe to subscribeonanirreducible basis, inproportion to the by theCompany inexcess ofthenumberthey are eligible shares or securitiesgivingaccess to shares to beissued subscribe, onareducible basis,for anumberofordinary shall have therightto grant shareholders therightto sued by theCompany. Inaddition,theManagementBoard sued andto securitiesgivingaccess to shares to beis right, onanirreducible basis,to ordinary shares to beis tions provided for by law, theirpreferential subscription Decides that shareholders may exercise, underthecondi Code (simple bonds). cordance withArticleL.228-40oftheFrench Commercial is decidedorauthorized by theManagementBoard inac independent oftheamountdebtsecuritieswhoseissue subject to theprovisions ofresolution 27; thisceiling is ceed €40,000,000 oritsequivalent inforeign currencies, may beissued pursuantto this delegation may not ex Decides that thenominalamountofdebtsecuritiesthat share capital,subjectto theprovisions ofresolution 27. law, therightsofholderssecuritiesgivingaccess to the shares to beissued to protect, inaccordance withthe where applicable, thenominalamountofany additional 50% oftheshare capitalto date), to whichshallbeadded, in thefuture pursuantto thisdelegation at €252,456 (i.e. capital increases that may be carried out immediately or Decides to set themaximumnominalamountofshare excluded. expressly is shares to preference access giving securities and shares preference of issuance Any or by offsetting receivables. the subscriptionfor whichmay beeffected eitherincash securities givingaccess to equitysecuritiesto beissued, to beissued by theCompany orto debtsecuritiesand/or cess by any means,immediately orinthefuture, to shares dinary shares oftheCompany and/or securitiesgivingac currency), on one or more capital increases, by issuing or both inFrance andabroad (either ineuros orinany other cide, intheamountsandat any timeitdeemsappropriate, Delegates itsauthorityto theManagementBoard to de same purpose. nary Shareholders’ MeetingofJuly27, 2017, whichhadthe thority granted by the combined ordinary and extraordi ------7. 6. • • • • • • 8.

the ordinary shares oftheCompany to whichthesecu shareholders oftheirpreferential subscriptionrightsto Acknowledges that this resolution entails the waiver by Company's shares untiltheendofoffer period. time ofthefiling by athird-party ofapublicoffer forthe Meeting, make useofthisdelegation ofauthorityfrom the with the prior authorization of the annual Shareholders’ Decides that theManagementBoard may not,except Code. Commercial French the of L.225-134 Article under provided options the of use make appropriate, deems it order the in and discretion may, its at Board Management the above, defined as securities or shares of issue entire the absorbed not have basis, areducible on applicable, where and, basis irreducible an on subscriptions the If rities issued onthebasisofthisdelegation may give en issued or to be issued; to be or issued securities the periods, specified during or time any at exchange, or purchase be, may case may, the as Company the which under conditions and terms the determine issuance(s); the completing for conditions and terms other any as well as rights, dividend carry will shares new the which from retroactively, including date, the determine particular, in and, resolution this of basis the on issued to be or issued securities to the attached rights the exercising for conditions and terms the necessary, if determine, issued; securities and/or shares the for payment of method the determine redemption; of terms the and apremium, without or with price, redemption variable or fixed their term, their rate, interest their securities, debt representing securities of issue the of event the in particular, in and, term, afixed without or with securities, unsubordinated or subordinated of form the take may which created, to be securities the of form and nature the issue, of terms and dates the determine issue; of time the at requested be may payment any, which if for premium, the of amount the and price issue their issued, to be securities and/or shares of number the determine increase(s) and/or issue(s); capital the of conditions and terms the determine implement thisdelegation, andinparticularto: rized by theapplicablelegalandregulatory provisions, to with theoptionofsub-delegating to any personautho Decides to grant allpowers to theManagementBoard, titlement. - - - > 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 260 - 261

• provide the possibility of suspending the exercise of the Resolution 19: rights attached to these securities for a maximum period Delegation of powers to the Management Board to issue of three months; ordinary shares or securities giving access to the • determine the terms and conditions under which, where Company's share capital or granting the right to the allocation of debt securities and/or securities giving applicable, the rights of the holders of securities access to equity securities to be issued, without conferring future rights to shares of the Company will be preferential subscription rights, in the event of a public preserved, in accordance with the legal and regulatory offer provisions and, where applicable, the applicable contractual provisions; Summary of resolution 19: • at its sole discretion, charge the costs, fees and expenses of the capital increase(s) against the amount of the Purpose: related premiums and, where applicable, deduct from Delegate to the Management Board the authority to this amount the sums necessary to increase the legal decide to increase the share capital by way of a public reserve to one-tenth of the new share capital after each offering, without shareholders' preferential subscription increase; rights, by issuing ordinary shares of the Company and any • determine the terms and conditions under which the other securities of any kind whatsoever, giving access by Company may, as the case may be, purchase the any means, immediately and/or in the future, to shares to subscription warrants at any time or during specified be issued by the Company or granting the right to the periods, with a view to cancelling them, in the event of allocation of debt securities and/or securities giving the issuance of securities giving the right to the allocation access to equity securities to be issued, with a 5-day of equity securities upon presentation of a warrant; priority right granted in favor of shareholders, except in the cases provided for by law, it being specified that this • in general, enter into all agreements, in particular to delegation may not be used from the time a third-party ensure the successful completion of the proposed files a public offer for the Company's securities until the transaction(s), take all measures and carry out all end of the offer period. formalities necessary for the financial administration of the securities issued pursuant to this delegation and for Ceilings: the exercise of the rights attached thereto. Capital increase: €100,982, or 20% of the current share capital. 9. The delegation thus granted to the Management Board is valid for a period of twenty-six (26) months, as from the Share issue price: at least equal to the minimum date hereof. authorized by the laws and regulations in force, i.e. the price must be at least equal to the weighted average of the share price during the last three trading days preceding the day on which the price is set, which may be reduced by a maximum discount of 5%. Debt securities giving immediate or future access to the capital: €15,000,00. The transactions will be included in the blanket ceiling set in resolution 27. This authorization is valid for a period of 26 months as of the annual Shareholders’ Meeting on July 25, 2019.

The annual Shareholders’ Meeting, deliberating under the quorum and majority conditions required for extraordinary Shareholders’ Meetings and having reviewed the Management Board’s report and the Statutory Auditors’ special report, in accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code and, in particular, Articles L.225-129-2, L.225-134, L.225-135, L.225-136, L.228-91 and L.228-92 et seq.: REGISTRATION DOCUMENT 2018/19 1. 5. 4. 3. 2. Terminates, withimmediate effect, thedelegation ofau on anirreducible orreducible basis. the ManagementBoard deemsitappropriate, beexercised not give riseto thecreation ofnegotiablerights,butmay, if no less thanfive days. This prioritysubscriptionrightwill a prioritysubscriptionright(PriorityRight),for aperiodof Management Board willberequired to grant shareholders the Company's share capital,itbeingunderstood that the rights to ordinary shares andsecuritiesgivingaccess to Decides to cancel shareholders' preferential subscription mercial Code. in accordance withArticleL.228-40 oftheFrench Com sue isdecidedorauthorized by theManagementBoard independent oftheamountdebtsecuritieswhoseis subject to theprovisions ofresolution 27; thisceiling is ceed €15,000,000 oritsequivalent inforeign currencies, may beissued pursuantto this delegation may not ex Decides that thenominalamountofdebtsecuritiesthat of resolution 27. ving access to theshare capital,subjectto theprovisions dance withthelaw, therightsofholderssecuritiesgi any additionalshares to beissued to protect, inaccor shall beadded,where applicable, thenominalamountof €100,982 (i.e. 20%oftheshare capitalto date), to which in thefuture pursuantto thisdelegation shallbesetat capital increases that may be carried out immediately or Decides that themaximumnominalamountofshare excluded. expressly is shares to preference access giving securities and shares preference of issuance Any by offsetting receivables. subscription for whichmay beeffected eitherincashor rities givingaccess to equitysecuritiesto beissued, the issued by theCompany orto debtsecuritiesand/or secu any means, immediately or in the future, to shares to be shares oftheCompany and/or securitiesgivingaccess by shareholders' preferential subscriptionrights,ofordinary public offering, by way ofanissue, withcancellation of currency), ononeormore capitalincreases, aspartofa both inFrance andabroad (either ineuros orinany other cide, intheamountsandat any timeitdeemsappropriate, Delegates itsauthorityto theManagementBoard to de same purpose. nary Shareholders’ MeetingofJuly27, 2017, whichhadthe thority granted by the combined ordinary and extraordi ------7. 6. 9. 8. • • • 11. 10.

the ordinary shares oftheCompany to whichthesecu shareholders oftheirpreferential subscriptionrightsto Acknowledges that this resolution entails the waiver by Company's shares untiltheendofoffer period. time ofthefiling by athird-party ofapublicoffer forthe Meeting, make useofthisdelegation ofauthorityfrom the with the prior authorization of the annual Shareholders’ Decides that theManagementBoard may not,except at least equalto theminimumprice provided for by the le Decides that theissue price oftheordinary shares shallbe under ArticleL.225-134 oftheFrench Commercial Code. it deemsappropriate, make useoftheoptionsprovided Management Board may, at itsdiscretion andintheorder entire issue ofshares orsecuritiesasdefinedabove, the ders ormembersofthepublichave notabsorbedthe Decides that, ifthesubscriptionscarriedoutby sharehol titlement. rities issued onthebasisofthisdelegation may give en redemption; of terms the and apremium, without or with price, redemption variable or fixed their term, their rate, interest their securities, debt representing securities of issue the of event the in particular, in and, term, afixed without or with securities, unsubordinated or subordinated of form the take may which created, to be securities the of form and nature the issue, of terms and dates the determine issue; of time the at requested be may payment any, which if for premium, the of amount the and price issue their issued, to be securities and/or shares of number the determine increase(s) and/or issue(s); capital the of conditions and terms the determine implement thisdelegation, andinparticularto: rized by theapplicablelegalandregulatory provisions, to with theoptionofsub-delegating to any personautho Decides to grant allpowers to theManagementBoard, dividend dates. average price intheevent ofadifference between the mum discount of5%,after correction, ifnecessary, ofthis capital increase is set, which may be reduced by a maxi preceding theday onwhichthesubscriptionprice ofthe three trading days ontheEuronext Paris regulated market to theweighted average oftheshare price duringthelast shares will, on the date of this Meeting, be at least equal capital increase at 5%;theissue price oftheordinary Decides to setthemaximumdiscount applicableto the gal andregulatory provisions inforce at thetimeofissue. ------> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 262 - 263

• determine the method of payment for the shares and/or Resolution 20: securities issued; Delegation of powers to the Management Board to issue • determine, if necessary, the terms and conditions for ordinary shares or securities giving access to the exercising the rights attached to the securities issued or Company's share capital or granting the right to allocate debt securities and/or securities giving access to equity to be issued and, in particular, determine the date, securities to be issued, without preferential subscription including retroactively, from which the new shares will rights, in the event of a private placement carry dividend rights, as well as any other terms and conditions for completing the issuance(s); Summary of resolution 20: • determine the terms and conditions under which the Company may, as the case may be, purchase or exchange, Purpose: at any time or during specified periods, the securities Delegate to the Management Board the authority to issued or to be issued; decide to increase the share capital by way of a private • provide the possibility of suspending the exercise of the placement, without shareholders' preferential subscription rights attached to these securities for a maximum period rights, by issuing ordinary shares of the Company and any of three months; other securities of any kind whatsoever, giving access by any means, immediately and/or in the future, to shares to • determine the terms and conditions under which, where be issued by the Company or giving the right to the applicable, the rights of the holders of securities allocation of debt securities and/or securities giving conferring future rights to shares of the Company will be access to equity securities to be issued, without priority preserved, in accordance with the legal and regulatory rights, it being specified that this delegation may not be provisions and, where applicable, the applicable used from the time a third-party files a public offer for the contractual provisions; Company's securities until the end of the offer period. • at its sole discretion, charge the costs, fees and expenses of the capital increase(s) against the amount of the Ceilings: related premiums and, where applicable, deduct from Capital increase: 10% of the current share capital. this amount the sums necessary to increase the legal Share issue price: at least equal to the minimum reserve to one-tenth of the new share capital after each authorized by the laws and regulations in force, i.e. the increase; price must be at least equal to the weighted average of the share price during the last three trading days • determine the terms and conditions under which the preceding the day on which the price is set, which may be Company may, as the case may be, purchase the reduced by a maximum discount of 5%. subscription warrants at any time or during specified Debt securities giving immediate or future access to the periods, with a view to cancelling them, in the event of capital: €15,000,000. the issuance of securities giving the right to the allocation The transactions will be included in the ceiling set in of equity securities upon presentation of a warrant; resolution 19 and the blanket ceiling set in resolution 27. • in general, enter into all agreements, in particular to This authorization is valid for a period of 26 months as of ensure the successful completion of the proposed the annual Shareholders’ Meeting on July 25, 2019. transaction(s), take all measures and carry out all formalities necessary for the financial administration of the securities issued pursuant to this delegation and for The annual Shareholders’ Meeting, deliberating under the the exercise of the rights attached thereto, record the quorum and majority conditions required for extraordinary completion of each capital increase, make the Shareholders’ Meetings and having reviewed the Management corresponding amendments to the Articles of Board’s report and the Statutory Auditors’ special report, in Association, and generally take all necessary measures. accordance with the provisions of Articles L.225-129 et seq. of the French Commercial Code and, in particular, Articles 12. The delegation thus granted to the Management Board is L.225-129-2, L.225-129-4, L.225-135, L.225-136, L.228-91 et valid for a period of twenty-six (26) months, as from the seq., and section II of Article L.411-2 of the French Monetary date hereof. and Financial Code: REGISTRATION DOCUMENT 2018/19 1. 5. 4. 3. 2. of sub-delegating to any personauthorized by theap Delegates to theManagementBoard, withtheoption Company's shares untiltheendofoffer period. time ofthefiling by athird-party ofapublic offer forthe Meeting, make useofthisdelegation ofauthorityfrom the with the prior authorization of the annual Shareholders’ Decides that theManagement Board may not,except the Company's share capital. rights to ordinary shares andsecuritiesgivingaccess to Decides to cancel shareholders' preferential subscription mercial Code. Board inaccordance withArticleL.27 oftheFrench Com whose issue isdecidedorauthorized by theManagement ceiling isindependentoftheamountdebtsecurities subject to theprovisions of resolutions 19 and27; this ceed €15,000,000 oritsequivalent inforeign currencies, may beissued pursuantto this delegation may not ex Decides that thenominalamountofdebtsecuritiesthat limit oftheblanket ceiling setinresolution 27. be includedintheceiling setinresolution 19withinthe ving access to theshare capital.This nominalamountwill dance withthelaw, therightsofholderssecuritiesgi any additionalshares to beissued to protect, inaccor shall beadded,where applicable, thenominalamountof 10% oftheshare capitalasofthedate hereof, to which in thefuture pursuantto thisdelegation shallnotexceed capital increases that may be carried out immediately or Decides that themaximumnominalamountofshare excluded. expressly is shares to preference access giving securities and shares preference of issuance Any through theoffsettingof receivables. the subscriptionofwhichmay bemadeeitherincashor securities givingaccess to equitysecuritiesto beissued, be issued by theCompany orto debtsecuritiesand/or immediate orfuture access, by any means,to shares to ordinary shares oftheCompany and/or securitiesgiving without preferential subscriptionrightsfor shareholders, in France andabroad, ineuros orinforeign currencies, any any timeitmay deemappropriate, by issuing, both period, ononeormore occasions, intheamountandat French Monetary and Financial Code per twelve-month offer referred to in section II of Article L.411-2 II of the decide to increase theshare capital,inthecontext ofan plicable legalandregulatory provisions, itsauthority to - - - - - 6. 9. 8. 7. • • • 10.

the ordinary shares oftheCompany to whichthesecu shareholders oftheirpreferential subscriptionrightsto Acknowledges that this resolution entails the waiver by capital increase is set, which may be reduced by a maxi preceding theday onwhichthesubscriptionprice ofthe three trading days ontheEuronext Paris regulated market to theweighted average oftheshare price duringthelast shares will, on the date of this Meeting, be at least equal capital increase at 5%;theissue price oftheordinary Decides to setthemaximumdiscount applicableto the gal andregulatory provisions inforce at thetimeofissue. at least equalto theminimumprice provided for by the le Decides that theissue price oftheordinary shares shallbe cial Code. provided underArticleL.225-134 oftheFrench Commer in theorder itdeemsappropriate, make useoftheoptions above, theManagement Board may, at itsdiscretion and sorbed theentire issue ofshares orsecuritiesasdefined Decides that, ifthesubscriptionscarriedouthave notab titlement. rities issued onthebasisofthisdelegation may give en redemption; of terms the and apremium, without or with price, redemption variable or fixed their term, their rate, interest their securities, debt representing securities of issue the of event the in particular, in and, term, afixed without or with securities, unsubordinated or subordinated of form the take may which created, to be securities the of form and nature the issue, of terms and dates the determine issue; of time the at requested be may payment any, which if for premium, the of amount the and price issue their issued, to be securities and/or shares of number the determine increase(s) and/or issue(s); capital the of conditions and terms the determine implement thisdelegation, andinparticularto: rized by theapplicablelegalandregulatory provisions, to with theoptionofsub-delegating to any personautho Decides to grant allpowers to theManagementBoard, dividend dates. average price intheevent ofadifference between the mum discount of5%,after correction, ifnecessary, ofthis ------> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 264 - 265

• determine the method of payment for the shares and/or Resolution 21: securities issued; Delegation of powers to the Management Board to • determine, if necessary, the terms and conditions for increase the number of securities to be issued in the event exercising the rights attached to the securities issued or of excess demand upon completion of a capital increase with or without preferential subscription rights, up to a to be issued and, in particular, determine the date, maximum of 15% of the initial issue including retroactively, from which the new shares will carry dividend rights, as well as any other terms and conditions for completing the issuance(s); Summary of resolution 21: • determine the terms and conditions under which the Purpose: Company may, as the case may be, purchase or exchange, Delegate authority to the Management Board to decide at any time or during specified periods, the securities to increase the share capital, with or without preferential issued or to be issued; subscription rights, by issuing additional ordinary shares • provide the possibility of suspending the exercise of the or any securities giving access to shares to be issued by rights attached to these securities for a maximum period the Company, over a period of thirty (30) days from the of three months; closing date of the subscription, within the limit of (i) 15% of the initial issue, and (ii) the ceiling provided for by the • determine the terms and conditions under which, where resolution pursuant to which the capital increase is applicable, the rights of the holders of securities decided, and at the same price as that set for the initial conferring future rights to shares of the Company will be issue. preserved, in accordance with the legal and regulatory This authorization is valid for a period of 26 months as of provisions and, where applicable, the applicable the annual Shareholders’ Meeting on July 25, 2019. contractual provisions; • at its sole discretion, charge the costs, fees and expenses of the capital increase(s) against the amount of the The annual Shareholders’ Meeting, deliberating under the related premiums and, where applicable, deduct from quorum and majority conditions required for extraordinary this amount the sums necessary to increase the legal Shareholders’ Meetings and having reviewed the Management reserve to one-tenth of the new share capital after each Board’s report and the Statutory Auditors’ special report, in increase; accordance with the provisions of Article L.225-135-1 of the • determine the terms and conditions under which the French Commercial Code: Company may, as the case may be, purchase the 1. Terminates, with immediate effect, the delegation of au- subscription warrants at any time or during specified thority granted by the combined ordinary and extraordi- periods, with a view to cancelling them, in the event of nary Shareholders’ Meeting of July 27, 2017, which had the the issuance of securities giving the right to the allocation same purpose. of equity securities upon presentation of a warrant; 2. Delegates authority to the Management Board to decide, • in general, enter into all agreements, in particular to in the event of an excess subscription request during a ensure the successful completion of the proposed share capital increase decided pursuant to resolutions 18, transaction(s), take all measures and carry out all 19 and 20 presented to this Meeting, to increase the nu- formalities necessary for the financial administration of mber of ordinary shares and securities to be issued under the securities issued pursuant to this delegation and for the conditions set out in Article L.225-135-1 of the French the exercise of the rights attached thereto, record the Commercial Code, within thirty days of the closing date completion of each capital increase, make the of the subscription, at the same price as that used for the corresponding amendments to the Articles of initial issue and within the limit of 15% of the initial issue, Association, and generally take all necessary measures. subject to the ceiling provided for in the resolution pur- 11. The delegation thus granted to the Management Board is suant to which the issue is decided and, within the limits valid for a period of twenty-six (26) months, as from the of the ceilings referred to in the resolution 27. date hereof. REGISTRATION DOCUMENT 2018/19 4. 3. 5. sub-delegating to any personauthorized by theappli Decides that theManagementBoard, withtheoptionof Company's shares untiltheendofoffer period. time ofthefiling by athird-party ofapublicoffer forthe Meeting, make useofthisdelegation ofauthorityfrom the with the prior authorization of the annual Shareholders’ Decides that theManagementBoard may not,except from thedate hereof. gement Board for aperiodoftwenty-six (26)monthsas Decides that this authorization is granted to the Mana visions. above, subject to theapplicable legalandregulatory pro powers as those granted under resolutions 18, 19 and 20 cable legalandregulatory provisions, shallhave thesame - - - outside a public exchange offer companies third-party of securities or shares of consisting and Company the to granted kind in contributions to remunerate rights, subscription preferential without 10% of amaximum to up issued be to securities equity to access giving securities and/or securities debt allocate to right the granting or capital share Company's the to access giving securities or shares ordinary issue to Board Management the to powers of Delegation 1. L.225-147: and L.225-129-2 Articles particular, in and, Code Commercial French the of seq. et L.225-129 Articles of provisions the with accordance in report, special Auditors’ Statutory the and report Board’s Management the reviewed having and Meetings Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the Resolution 22: 22: Resolution Delegate to the Management Board its authority to to authority its Board Management the to Delegate Purpose: 22: resolution of Summary Capital increase: 10% of the current share capital. share current the of 10% increase: Capital Ceilings: increase the share capital, on the basis of the report of of report the of basis the on capital, share the increase Debt securities giving immediate or future access to the the to access future or immediate giving securities Debt the Contributions Auditor, in order to remunerate remunerate to order in Auditor, Contributions the capital: €15,000,000. capital: contributions in kind granted to the Company and and Company the to granted kind in contributions The transactions will be included in the ceiling set in in set ceiling the in included be will transactions The consisting of ordinary shares or securities giving access access giving securities or shares ordinary of consisting resolution 19 and the blanket ceiling set in resolution 27. 27. resolution in set ceiling blanket the and 19 resolution to the share capital of another company or granting the the granting or company another of capital share the to This authorization is valid for a period of 26 months as of of as months 26 of period a for valid is authorization This right to the allocation of debt securities and/or securities securities and/or securities debt of allocation the to right the annual Shareholders’ Meeting on July 25, 2019. 25, July on Meeting Shareholders’ annual the giving access to equity securities to be issued, other than than other issued, be to securities equity to access giving in the event of a public exchange offer initiated by the the by initiated offer exchange public a of event the in Company. The purpose of this resolution is to facilitate the the facilitate to is resolution this of purpose The Company's acquisition or merger transactions with other other with transactions merger or acquisition Company's companies, without having to pay in cash. in pay to having without companies, Terminates, withimmediate effect, thedelegation ofau same purpose. nary Shareholders’ MeetingofJuly27, 2017, whichhadthe thority granted by the combined ordinary and extraordi

- - > 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 266 - 267

2. Delegates to the Management Board its authority to de- 7. The Management Board shall have full powers, with the cide, on one or more occasions, on the basis of the re- option of sub-delegating such powers to any person au- port of the Contributions Auditor, to issue ordinary shares thorized by the applicable legal and regulatory provisions, or securities giving access, by any means, immediately to implement this delegation, in particular to decide, on or in the future, to ordinary shares to be issued by the the basis of the report of the Contributions Auditor, on Company or granting the right to the allocation of debt the valuation of the contributions and, where applicable, securities and/or securities giving access to equity secu- on the granting of special benefits to set the number of rities to be issued, in order to remunerate contributions shares or securities giving access to the Company's capi- in kind granted to the Company and consisting of shares tal and, if necessary, make any adjustment to their values, or securities giving access to the capital of other compa- record the final completion of the capital increases car- nies or to debt securities and/or securities giving access ried out pursuant to this delegation, amend the Articles to equity securities to be issued, when the provisions of of Association accordingly, carry out all formalities and Article L.225-148 of the French Commercial Code are not declarations, proceed, where necessary, with any set-off applicable. against the contribution premium account(s) and, in par- 3. Decides that the total nominal amount of the share capital ticular, against the cost(s) incurred in carrying out the increases that may be carried out, immediately and/or in issues, and more generally take any other appropriate the future, pursuant to this delegation, is set at 10% of action. the share capital as at the date of this annual Sharehol- 8. The delegation thus granted to the Management Board is ders’ Meeting. This nominal amount will be included in the valid for a period of twenty-six (26) months, as from the ceiling set in resolution 19 within the limit of the blanket date hereof. ceiling set in resolution 27. 4. Decides that the nominal amount of all debt securities that may be issued pursuant to this resolution may not ex- ceed €15,000,000 or the equivalent value of this amount in any other currency or unit of account on the date of the issuance decision, it being specified that this amount does not include the redemption premium(s) above par, where applicable. This nominal amount will be included in the ceiling set in resolution 19 within the limit of the blanket ceiling set in resolution 27. 5. Decides that the Management Board may not, except with the prior authorization of the annual Shareholders’ Meeting, make use of this delegation of authority from the time of the filing by a third-party of a public offer for the Company's shares until the end of the offer period. 6. Acknowledges, as necessary, that this delegation entails the waiver by shareholders of their preferential subscrip- tion rights to the shares or securities to which the secu- rities issued on the basis of this delegation may give en- titlement. REGISTRATION DOCUMENT 2018/19 1. L.225-148: and L.225-129-2 Articles particular, in and, Code Commercial French the of seq. et L.225-129 Articles of provisions the with accordance in report, special Auditors’ Statutory the and report Board’s Management the reviewed having and Meetings Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the Company the by initiated offer exchange apublic of part as companies third-party of securities or shares of consisting and Company the to granted kind in contributions to remunerate rights, subscription preferential without 10% of amaximum to up issued be to securities equity to access giving securities and/or securities debt allocate to right the granting or capital share Company's the to access giving securities or shares ordinary issue to Board Management the to powers of Delegation 23: Resolution Capital increase: 10% of the current share capital. share current the of 10% increase: Capital Ceilings: to authority its Board Management the to Delegate Purpose: 23: resolution of Summary The transactions will be included in the ceiling set in in set ceiling the in included be will transactions The of report the of basis the on capital, share the increase resolution 19 and the blanket ceiling set in resolution 27. 27. resolution in set ceiling blanket the and 19 resolution remunerate to order in Auditor, Contributions the This authorization is valid for a period of 26 months as of of as months 26 of period a for valid is authorization This and Company the to granted kind in contributions the annual Shareholders’ Meeting on July 25, 2019. 25, July on Meeting Shareholders’ annual the access giving securities or shares ordinary of consisting to the share capital of another company or granting the the granting or company another of capital share the to right to the allocation of debt securities and/or securities securities and/or securities debt of allocation the to right giving access to equity securities to be issued, in the event event the in issued, be to securities equity to access giving of a public exchange offer initiated by the Company. the by initiated offer exchange public a of Delegates to theManagementBoard theauthorityto de (depending onlocalqualifications and rules) abroad, for change component initiated by theCompany inFrance or for securitiescontributed to apublicoffer involving an ex access to equitysecuritiesto beissued, asconsideration the allocation ofdebtsecurities and/or securitiesgiving ting orfuture shares oftheCompany or giving therightto access by any means,immediately orinthefuture, to exis cide to issue shares oftheCompany, orsecuritiesgiving

- - - 2. • • 6. 5. 4. 3. Decides that themaximumnominalamountofany imme of theFrench Commercial Code. of theregulated markets referred to inArticleL.225‑ securities ofanothercompany admitted to trading onone nominal amountwillbeincludedintheceiling setinre rights givingaccess to theCompany's share capital.This ment, therightsofholderssecuritiesorother contractual provisions providing for othercases of adjust cable legalandregulatory provisions andany applicable shares to beissued to protect, inaccordance withappli be added,where applicable, thenominalamountof this annualShareholders’ Meeting.To thisceiling shall 10% oftheamountshare capitalasofthedate of carried outpursuantto thisdelegation may notexceed diate orfuture increases intheCompany's share capital applicable, the amount of the cash balance to be paid; to be balance cash the of amount the applicable, where as, well as ratio exchange the to determine provisions and this resolution; regulatory and legal applicable by the set limits the within transaction, the of details and conditions terms, the to set this resolution, and inparticular: applicable legalandregulatory provisions, to implement tion ofsub-delegating to any personauthorized by the Grants allpowers to theManagementBoard, withtheop Company's shares untiltheendofoffer period. time ofthefiling by athird-party ofapublic offer forthe Meeting, make useofthisdelegation ofauthorityfrom the with the prior authorization of the annual Shareholders’ Decides that theManagementBoard may not,except ment. issued on the basis of this delegation may give entitle (ii) to theshares oftheCompany to whichthesecurities tion rights(i)to theshares andsecuritiesthusissued and the waiver by shareholders oftheirpreferential subscrip Acknowledges, asnecessary, that thisdelegation entails blanket ceiling setinresolution 27. in theceiling setinresolution 19withinthelimitof where applicable. This nominalamountwillbeincluded does notincludetheredemption premium(s) above par, the issuance decision,itbeingspecifiedthat thisamount in any othercurrencyor unitofaccount date onthe of ceed €15,000,000 ortheequivalent value ofthisamount that may beissued pursuantto thisresolution may notex Decides that thenominalamountofalldebtsecurities resolution 27. solution 19withinthelimitofblanket ceiling setin 148 ------> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 268 - 269

• to record the number of shares contributed to the Resolution 24: exchange; Delegation of powers to the Management Board to • to determine the dates, issue conditions, in particular the increase the share capital of the Company by issuing price and dividend entitlement date (including ordinary shares or securities giving access to the share capital, without shareholders’ preferential subscription retroactively), of the new shares and, where applicable, rights, to employees participating in a Company Savings of the securities giving immediate or future access to a Plan and to corporate officers eligible for the Company proportion of the Company's share capital; Savings Plan • to suspend, if necessary, the exercise of the rights attached to these shares for a maximum period of three Summary of resolution 24: months within the limits provided by the applicable legal and regulatory provisions; Purpose: • to record under liabilities on the balance sheet, in a Delegate authority to the Management Board to decide ”contribution premium” account to which all shareholders to increase the share capital of the Company in favor of shall have rights, the difference between the issue price employees who are members of the Company Savings of the new shares and their nominal value; Plan and corporate officers eligible for the Company Savings Plan. • to charge, at its sole discretion, the costs of any issue against the ”contribution premium” account and to Ceilings: deduct from said account the sums necessary to increase Capital increase: 5% of the share capital. the legal reserve to one-tenth of the new share capital The transactions will be included in the blanket ceiling set after each increase; and in resolution 27. • to generally take all necessary measures, enter into all This authorization is valid for a period of 26 months as of agreements (in particular with a view to ensuring the the annual Shareholders’ Meeting on July 25, 2019. successful completion of the issue), request all authorizations, carry out all formalities and take all necessary steps to ensure the successful completion or The annual Shareholders’ Meeting, deliberating under the postponement of the planned issue, and in particular to quorum and majority conditions required for extraordinary record the capital increase or increases resulting from Shareholders’ Meetings and having reviewed the Management any issue made under this delegation, amend the Board’s report and the Statutory Auditors’ special report, in Company's Articles of Association accordingly, request accordance with the provisions of Articles L.3332-1 et seq. of the admission to the Euronext Paris market of any the French Commercial Code and, in particular, Articles securities issued under this delegation, and ensure the L.225-129-2 to L.225-129-6 et seq. and Article L.225-138-1 of financial management of the securities involved and the the French Commercial Code: exercise of the rights attached thereto. 1. Terminates, with immediate effect, the delegation granted 7. The delegation thus granted to the Management Board is to the Management Board by the combined ordinary and valid for a period of twenty-six (26) months, as from the extraordinary Shareholders’ Meeting of July 27, 2017, date hereof. which had the same purpose. 2. Delegates its authority to the Management Board to in- crease the share capital, on one or more occasions, at its sole discretion, by issuing ordinary shares or securities giving access to the share capital of the Company reser- ved for employees or corporate officers of the Company and/or of a group company, whether French or foreign, affiliated with the Group within the meaning of Article L.225-180 of the French Commercial Code and Article L.3344-1 of the French Labor Code, who are members of (i) a Company Savings Plan and/or (ii) a Group Savings Plan, for up to 5% of the capital on the date of implemen- tation of this delegation and within the limit of the overall ceiling provided for in resolution 27. REGISTRATION DOCUMENT 2018/19 6. 5. 4. 3. sold. ragraph 2above, inthenominalvalue oftheshares thus be includedintheamountofceiling referred to in pa employee savings planscovered by thisresolution shall of shares madeat adiscount to membersofoneormore of theFrench LaborCode, itbeingspecifiedthat thesales ployee savings planasprovided for inArticleL.3332-24 of thisdelegation, to sellshares to membersofanem Authorizes the ManagementBoard, undertheconditions payment oftheaforementioned shares. retained earnings orshare premiums necessary for the bution, to incorporate into the share capital the reserves, or securitiesinrespect ofthediscount and/or thecontri may alsodecide, intheevent oftheissue ofnew shares not exceed the legal or regulatory limits.The Board and tion inrespect ofthediscount and/or contribution may derstood that thetotal benefit resulting from thisalloca applicable, asasubstitute for thediscount, itbeingun in respect oftheemployer contribution and/or, where diate orfuture access to ordinary shares oftheCompany charge, ordinary shares orothersecuritiesgivingimme bor Code, that theManagementBoard may grant, free of Decides, pursuantto ArticleL.3332-21oftheFrench La maximum discount of30%. Management Board may setadiscount lower thanthis the subscriptionopeningdate, itbeingspecifiedthat the the date onwhichtheManagementBoard decideson Paris market during the twenty trading days preceding than theaverage openingshare price ontheEuronext the timeofeachissue, may notbemore than 30%lower visions ofArticleL.3332-19 oftheFrench LaborCode at by theManagementBoard inaccordance withthepro Decides that thesubscriptionprice ofthenew shares, set the terms ofthisresolution. the Company's share capital that may beallocated under lement to ordinary shares andsecuritiesgivingaccess to ment, pursuantto thisresolution, andto waive any entit to the shares and securities to which they will give entitle to thenew ordinary shares orsecuritiesto beissued and ficiaries, theshareholders' preferential subscriptionrights Decides to cancel, infavor oftheabove-mentioned bene capital. share Company's to the access giving securities of holders of rights law, the the with accordance in protect, to issued to be shares ordinary the of value nominal the applicable, where added, be shall To ceiling this ------7. 9. • • • • • • 8. 10.

giving access to theCompany's share capitalshallbede Decides that thecharacteristics ofissuances ofsecurities of sub-delegating to any personauthorized by theappli The Management Board shall also have, with the option deems fit. it wherever created securities the of to trading admission the to request and delegation to this pursuant out carried to be transactions the of conditions and terms the to set rights; dividend carry will capital share Company's to the access giving securities the applicable, where and, shares ordinary new the which from retroactively, including date, the to determine capital; share Company's to the access giving securities applicable, subscribers for the payment of shares and, where to granted period the limits, legal the within to set, subscription period; the of dates closing and opening the to determine issue; each of conditions and terms the price, issue the issued, to be amount the to determine delegation; to this pursuant capital, share to the access giving securities or shares free of allocation and issue the for conditions and terms the down lay and to determine in particular: regulatory provisions, to implementthisdelegation, and ting to any person authorized by the applicable legaland the Management Board, with the option of sub-delega The annualShareholders’ Meetinggrants allpowers to set by law. termined by theManagementBoard undertheconditions date hereof. valid for a period of twenty-six (26) months, as from the The delegation thusgranted to theManagement Board is bodies andtake allothernecessary measures. carry outallformalities anddeclarations withtherelevant th ofthenew share capitalafter eachincrease, andto the sumsnecessary to bring thelegalreserve to one-ten ting to thesetransactions and to deductfrom thisamount pital increases against theamountofpremiums rela deems itappropriate, to charge thecosts oftheshare ca formalities related to theshare capitalincreases and,ifit either directly orthrough anagent,alltransactions and sociation accordingly, to carry out, at its sole discretion, shares actually subscribed,to amendtheArticlesofAs the completion ofcapitalincreases intheamountof cable legalandregulatory provisions, allpowers to record ------> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 270 - 271

Resolution 25: 2. Authorizes the Management Board to grant, on one or Authorization to be granted to the Management Board to more occasions, to employees or certain categories of em- allocate existing or future free shares to employees of the ployees within the Company or to employees of affiliated Company and some or all of its affiliated companies companies within the meaning of Article L.225‑197‑2 of the French Commercial Code, existing or future shares of Summary of resolution 25: the Company free of consideration.

Purpose: 3. Decides that the total number of existing or future shares Authorize the Management Board to grant free shares of that may be allocated pursuant to this authorization may the Company to its employees and employees of the not represent more than 5% of the Company's share capi- Group. tal on the date of the Management Board's decision. The nominal or par value of the shares allocated on the basis Ceilings: of this authorization will be included in the blanket ceiling Capital increase: 5% of the share capital. set in resolution 27 below. The transactions will be included in the blanket ceiling set 4. Authorizes the Management Board, alternately or cumu- in resolution 27. latively and within the limits set out in the previous para- The minimum vesting period set by the Management graph, to carry out: Board, at the end of which the shares will be permanently granted to their beneficiaries, will be set at one year and • allocations of existing shares resulting from share the minimum holding period for the shares will be two buybacks carried out by the Company under the years. The Management Board may reduce or cancel this conditions provided for in Articles L.225-208 and holding period provided that the vesting period is at least L.225‑209 of the French Commercial Code; and/or equal to 2 years. • allocations of shares to be issued by way of a capital The Management Board will determine the beneficiaries increase. In this instance, the annual Shareholders’ of the free share grants, the number of shares to be Meeting authorizes the Management Board to increase allocated to each of them, and the allocation conditions the share capital by incorporating reserves up to the and criteria that must fulfilled in order for the shares to maximum nominal amount or par value corresponding to be fully or partially granted. the number of new shares allocated, and notes that, in This authorization is valid for a period of 38 months as of accordance with the law, the allocation of shares to the the annual Shareholders’ Meeting on July 25, 2019. beneficiaries designated by the Management Board The Company is very committed to ensuring that entails, in favor of such beneficiaries, express waiver by employee votes are cast in a manner that is truly the shareholders of their preferential subscription rights independent of management. As such, the Company over the shares to be issued. undertakes to ensure that representatives of management 5. Decides to: do not interfere with employee shareholder voting. • set at 1 year, from the date on which the allocation rights will be granted by the Management Board, the minimum duration of the vesting period at the end of which the The annual Shareholders’ Meeting, deliberating under the shares will be permanently granted to their beneficiaries, quorum and majority conditions required for extraordinary it being recalled that these rights are non-transferable Shareholders’ Meetings and having reviewed the Management until the end of this period, in accordance with the Board’s report and the Statutory Auditors’ special report, in provisions of Article L.225-197-3 of the French accordance with the provisions of Articles L.225-197-1 to Commercial Code; however, in the event of the L.225-197-6 of the French Commercial Code, hereby: beneficiary's death, his or her heirs may request the 1. Terminates, with immediate effect, the unused portion of allocation of the shares within six months of the the authorization granted to the Management Board by beneficiary's death; in addition and in accordance with the combined ordinary and extraordinary Shareholders' the provisions of section I, paragraph 5 of Article Meeting of July 20, 2016 in resolution 9, which had the L.225‑197-1, the shares will be allocated before the end of same purpose. this period should the beneficiary become disabled, if such disability falls within the second and third categories referred to in Article L.341-4 of the Social Security Code; REGISTRATION DOCUMENT 2018/19 6. • • • • • • • • • the Management Board, with the option of sub-delega The annualShareholders’ Meetinggrants fullpowers to force. in regulations the with accordance in disability of event the in as well as beneficiary, the of death the of event the in transferable freely be shall shares the period, holding the during years; to two equal least at is paragraph previous the to in referred period acquisition the that provided period holding this cancel or reduce beneficiaries; however, the Management Board may by their shares the for period holding minimum the granting, permanent their from as 2years, at set first paragraph of Article L.225-199, to protect and adjust adjust and protect to L.225-199, Article of paragraph first the of provisions by the covered measures appropriate all appropriate, deems it where and period vesting the during to implement, Code, Commercial French the of L.225-181 Article of paragraph second the of provisions by the covered transactions financial of event the in formalities; and acts necessary all out carry and accordingly, Association of Articles the to amend increase, acapital of event the in allocated; shares free the of amount nominal by the accordingly capital share the increase to and to beneficiaries, issued to be shares the of value nominal the to up pay order in reserve distributable non- this from deductions necessary the to make disposal; free Company’s the at reserves any from amounts necessary the by deducting increase, by way acapital of issued be may that shares the of value nominal the of amount total the to equal amount an for beneficiaries, the of rights to the allocated reserve, anon-distributable to establish Meeting; Shareholders' by the above set limits the within shares the of period holding the and period acquisition the of duration final the to determine shares and, where applicable, the performance criteria; of allocation the for criteria and conditions the to set appropriate; deems it as times such at and occasions more or one on rights allocation share to distribute capital; share the of 10% than more holding officer corporate or employee any in result not may allocation share free the ii) that and capital share the of 10% than more holding officer corporate or employee to any allocated be may shares no i) that recalled being it allocations, share the of beneficiaries of categories or category the or beneficiaries, the to determine ticular: limits set above, to implement this delegation, and inpar tion under the conditions provided for by law, within the - - of the Company and some or all of its affiliated companies affiliated its of all or some and Company the of officers corporate to shares free future or existing allocate to Board Management the to granted be to Authorization L.225-197-6 of the French Commercial Code, hereby: to L.225-197-1 Articles of provisions the with accordance in report, special Auditors’ Statutory the and report Board’s Management the reviewed having and Meetings Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the Resolution 26: Resolution 7. Capital increase: 0.5% of the share capital. share the of 0.5% increase: Capital the of Ceilings: shares free grant to Board Management the Authorize Purpose: 26: resolution of Summary The transactions will be included in the blanket ceiling set in in set ceiling blanket the in included be will transactions The of officers corporate and officers corporate its to Company resolution 27. 27. resolution Group. the The minimum vesting period set by the Management Board, Board, Management the by set period vesting minimum The at the end of which the shares will be permanently granted granted permanently be will shares the which of end the at to their beneficiaries, will be set at one year and the minimum minimum the and year one at set be will beneficiaries, their to holding period for the shares will be 2 years. The The years. 2 be will shares the for period holding Management Board may reduce or cancel this holding holding this cancel or reduce may Board Management period provided that the vesting period is at least equal to to equal least at is period vesting the that provided period 2 years. 2 The Management Board will determine the beneficiaries of of beneficiaries the determine will Board Management The the free share grants, the number of shares to be allocated allocated be to shares of number the grants, share free the to each of them, and the allocation conditions and criteria criteria and conditions allocation the and them, of each to that must fulfilled in order for the shares to be fully or or fully be to shares the for order in fulfilled must that partially granted. partially This authorization is valid for a period of 38 months as of the the of as months 38 of period a for valid is authorization This annual Shareholders’ Meeting on July 25, 2019. 25, July on Meeting Shareholders’ annual

date hereof. valid for aperiodofthirty-eight (38)months,asfrom the The delegation thusgranted to theManagementBoard is resolution. this 3of paragraph to in referred ceiling the determining when consideration into taken be not shall adjustment an such of result a as applicable, where granted, rights additional any that understanding the on article, by said provided conditions and terms the under beneficiaries, the of rights the

> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 272 - 273

1. Terminates, with immediate effect, the unused portion of the provisions of section I, paragraph 5 of Article the authorization granted to the Management Board by L.225‑197-1, the shares will be allocated before the end of the combined ordinary and extraordinary Shareholders' this period should the beneficiary become disabled, if Meeting of July 20, 2016 in resolution 10, which had the such disability falls within the second and third categories same purpose. referred to in Article L.341-4 of the Social Security Code; 2. Authorizes the Management Board to grant, on one or • set at 2 years, as from their permanent granting, the more occasions, to the Company's corporate officers or minimum holding period for the shares by their to corporate officers of affiliated companies within the beneficiaries; however, the Management Board may meaning of Article L.225-197-2 of the French Commercial reduce or cancel this holding period provided that the Code, existing or future shares of the Company free of acquisition period referred to in the previous paragraph consideration. is at least equal to two years; during the holding period, 3. Decides that the total number of existing or future shares the shares shall be freely transferable in the event of the that may be allocated to the Company's corporate offi- death of the beneficiary, as well as in the event of cers and the corporate officers of affiliated companies disability in accordance with the regulations in force. pursuant to this authorization, may not represent more 6. Decides that the permanent granting of shares to execu- than 0.5% of the Company's share capital on the date of tive corporate officers shall be subject to the fulfilment of the Management Board's decision. The nominal or par va- performance conditions determined by the Management lue of the shares allocated pursuant to this authorization Board. will be included in the blanket ceiling set in resolution 27 7. The annual Shareholders’ Meeting grants full powers to below. the Management Board, with the option of sub-delega- 4. Authorizes the Management Board, alternately or cumu- tion under the conditions provided for by law, within the latively and within the limits set out in the previous para- limits set above, to implement this delegation, and in par- graph, to carry out: ticular: • allocations of existing shares resulting from share • to determine the beneficiaries, it being recalled that i) no buybacks carried out by the Company under the shares may be allocated to any employee or corporate conditions provided for in Articles L.225-208 and officer holding more than 10% of the share capital and L.225‑209 of the French Commercial Code; and/or that ii) the free share allocation may not result in any • allocations of shares to be issued by way of a capital employee or corporate officer holding more than 10% of increase. In this instance, the annual Shareholders’ the share capital; Meeting authorizes the Management Board to increase • to distribute share allocation rights on one or more the share capital by incorporating reserves up to the occasions and at such times as it deems appropriate; maximum nominal amount or par value corresponding to • to set the conditions and criteria for the allocation of the number of new shares allocated, and notes that, in shares and the related performance criteria; accordance with the law, the allocation of shares to the • to determine the final duration of the acquisition period beneficiaries designated by the Management Board and the holding period of the shares within the limits set entails, in favor of such beneficiaries, express waiver by above by the Shareholders' Meeting; the shareholders of their preferential subscription rights over the shares to be issued. • to establish a non-distributable reserve, allocated to the rights of the beneficiaries, for an amount equal to the 5. Decides to: total amount of the nominal value of the shares that may • set at 1 year, from the date on which the allocation rights be issued by way of a capital increase, by deducting the will be granted by the Management Board, the minimum necessary amounts from any reserves at the Company’s duration of the vesting period at the end of which the free disposal; shares will be permanently granted to their beneficiaries, • to make the necessary deductions from this non- it being recalled that these rights are non-transferable distributable reserve in order to pay up the nominal value until the end of this period, in accordance with the of the shares to be issued to beneficiaries, and to increase provisions of Article L.225-197-3 of the French the share capital accordingly by the nominal amount of Commercial Code; however, in the event of the the free shares allocated; beneficiary's death, his or her heirs may request the allocation of the shares within six months of the • in the event of a capital increase, to amend the Articles of beneficiary's death; in addition and in accordance with Association accordingly, and carry out all necessary acts and formalities; REGISTRATION DOCUMENT 2018/19 • Management Board’s report, hereby decides: the reviewed having and Meetings, Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the Overall limitation of delegations delegations of limitation Overall 27:Resolution 8. • Set at €252,456, or 50% of the share capital, the total total the capital, share the of 50% or €252,456, at Set Purpose: 27: resolution of Summary amount of share capital increases that may be carried out out carried be may that increases capital share of amount immediately or in the future, pursuant to all the the all to pursuant future, the in or immediately delegations and authorizations granted by resolutions 18 18 resolutions by granted authorizations and delegations to 26 above. Each resolution has a sub-ceiling that is is that sub-ceiling a has resolution Each above. 26 to included in this overall ceiling. overall this in included Set at €40,000,000 the maximum nominal amount of of amount nominal maximum the €40,000,000 at Set debt securities that may be issued pursuant to the the to pursuant issued be may that securities debt authorizations granted by resolutions 18 to 23 above. Each Each above. 23 to 18 resolutions by granted authorizations resolution has a sub-ceiling that is included in this overall overall this in included is that sub-ceiling a has resolution ceiling. ceiling. applicable, the nominal amount of additional shares to be to be shares additional of amount nominal the applicable, where added, be shall amount nominal to this that specified being it capital), share the of (50% €252,456 at above to 26 18 by resolutions granted authorizations and delegations to the pursuant out carried be may that increases capital share future or immediate the of amount nominal cumulative maximum the to set date hereof. valid for aperiodofthirty-eight (38)months,asfrom the The delegation thusgranted to theManagementBoard is resolution. this 3of paragraph to in referred ceiling the determining when consideration into taken be not shall adjustment an such of result a as applicable, where granted, rights additional any that understanding the on article, by said provided conditions and terms the under beneficiaries, the of rights the adjust and protect to L.225-199, Article of paragraph first the of provisions by the covered measures appropriate all appropriate, deems it where and period vesting the during to implement, Code, Commercial French the of L.225-181 Article of paragraph second the of provisions by the covered transactions financial of event the in

Resolution 28: 28: Resolution • profits, issue premiums or contribution premiums reserves, by incorporating capital share the increase to Board Management the authorize to powers of Delegation 1. hereby: L.225-130, and L.225-129-2 Articles particular, in and, Code Commercial French the of seq. et L.225-129 Articles of provisions the with accordance in report, Board’s Management the reviewed having and Meetings Shareholders’ quorum and majority conditions required for extraordinary The annual Shareholders’ Meeting, deliberating under the 2. Purpose: Purpose: 28: resolution of Summary Delegate to the Management Board the authority to to authority the Board Management the to Delegate increase the share capital, up to a maximum nominal nominal maximum a to up capital, share the increase amount of €400,000, by capitalizing premiums, reserves, reserves, premiums, capitalizing by €400,000, of amount retained earnings or other amounts that may be be may that amounts other or earnings retained capitalized by law and the Articles of Association, in the the in Association, of Articles the and law by capitalized form of a free allocation of shares or an increase in the the in increase an or shares of allocation free a of form nominal value of existing shares, or by using both methods methods both using by or shares, existing of value nominal in combination. in This authorization is valid for a period of 26 months as of of as months 26 of period a for valid is authorization This the annual Shareholders’ Meeting on July 25, 2019. 25, July on Meeting Shareholders’ annual the and authorizations granted by resolutions 18 to 23 above. above. to 23 18 by resolutions granted authorizations and delegations to the pursuant issued be may that securities debt of amount nominal maximum the currencies, foreign in equivalent its or €40,000,000 at to set 26; and 25 resolutions of basis the on shares of holders of rights the to preserve and capital share to the access giving to securities attached rights of holders of rights law, the the with accordance in to preserve, issued Terminates, withimmediate effect, thedelegation ofau through thecreation and free allocation of ordinary part ofthereserves, retained earningsorissue premiums, by thesuccessive orsimultaneous capitalization ofallor priate, upto amaximumnominalamountof€400,000, the proportions andat suchtimesasitshalldeemappro crease the share capital,ononeormore occasions, in Delegates to theManagementBoard itsauthorityto in same purpose. nary Shareholders’ MeetingofJuly27, 2017, whichhadthe thority granted by the combined ordinary and extraordi

- - - - > 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 274 - 275

shares, the increase in the nominal or par value of capital Resolution 29: securities or a combination of these two methods. This Approval of the amendments to the Articles of limit will be increased by the amount of capital necessary Association decided by the Supervisory Board to bring to preserve, in accordance with the law, the rights of hol- the Company's Articles of Association into line with the ders of securities giving access to the Company's share legal provisions in force relating to the Social and capital, share subscription options or free shares. Economic Committee

The abovementioned ceiling is independent and Summary of resolution 29: autonomous from the ceiling referred to in resolution 27. 3. Decides that the Management Board may not, except Purpose: with the prior authorization of the annual Shareholders’ In accordance with Article L.225-165 of the French Meeting, make use of this delegation of authority from the Commercial Code, you are requested to approve the time of the filing by a third-party of a public offer for the amendments to the Articles of Association decided by Company's shares until the end of the offer period. the Supervisory Board to bring the Company's Articles of Association into line with the legal provisions in force 4. The annual Shareholders’ Meeting decides that fractio- relating to the Social and Economic Committee. nal rights will be neither negotiable nor transferable, and that the corresponding equity securities will be sold. The proceeds from the sale thereof will be allocated to the holders of the rights within the period provided for by The annual Shareholders’ Meeting, deliberating pursuant to the regulations. the quorum and majority requirements for extraordinary Shareholders’ Meetings, having reviewed the Management 5. The annual Shareholders’ Meeting grants full powers to Board's report, hereby approves the amendments to the the Management Board, with the option of sub-delegating Articles of Association decided by the Supervisory Board with to any person authorized by the applicable legal and a view to bringing the Company's Articles of Association into regulatory provisions, to implement this delegation and line with the legal provisions in force relating to the Social in particular to determine the dates and terms of the Economic Committee. issues, make any adjustment and preserve any rights, set the prices and conditions of the issues, set the amounts to be issued, and more generally take all measures to Resolution 30: ensure their successful completion, perform any acts and Approval of the amendments to the Articles of formalities to make the corresponding capital increase Association decided by the Supervisory Board to bring or increases final and amend the Articles of Association the Company's Articles of Association into line with the accordingly. legal provisions in force relating to compensation paid to members of the Supervisory Board 6. The delegation thus granted to the Management Board is valid for a period of twenty-six (26) months, as from the date hereof. Summary of resolution 30: Purpose: In accordance with Article L.225-65 of the French Commercial Code, you are requested to approve the amendments to the Articles of Association decided by the Supervisory Board to bring the Company's Articles of Association into line with the new legal provisions in force relating to the compensation paid to Supervisory Board members, pursuant to Act no. 2019-486 DC of May 22, 2019 on the growth and transformation of companies which deleted the term ”attendance fees”.

The annual Shareholders’ Meeting, deliberating pursuant to the quorum and majority requirements for extraordinary Shareholders’ Meetings, having reviewed the Management REGISTRATION DOCUMENT 2018/19 out all filings and other formalities as required. as formalities other and filings all out to carry Meeting General annual this of minutes the of copy or original the of bearer to the powers full grants Meetings, General extraordinary for required conditions majority and quorum the under deliberating Meeting, General annual The Powers for formalities 31: Resolution compensation paid to members of the Supervisory Board. to relating force in provisions legal new the with line into Association of Articles Company's the to bringing a view with Board Supervisory by the decided Association of Articles to the amendments the approves hereby report, Board's This resolution is proposed to grant the powers to carry carry to powers the grant to proposed is resolution This Purpose: 31: resolution of Summary out the formalities required following the General Meeting. General the following required formalities the out

> 2019 Combined ordinary and extraordinary General Meeting • Resolutions to be proposed to the combined extraordinary and ordinary Shareholders’ Meeting of 07/25/19 05 276 - 277 ADDITIONAL INFORMATION REGISTRATION DOCUMENT 2018/19 REGISTRATION 278 - 279 06

280 DOCUMENTS AVAILABLE TO THE PUBLIC

281 PERSONS RESPONSIBLE

282 REGISTRATION DOCUMENT CROSS-REFERENCE TABLE

285 ANNUAL FINANCIAL REPORT CROSS-REFERENCE TABLE

286 MANAGEMENT REPORT CROSS-REFERENCE TABLE

287 CORPORATE GOVERNANCE REPORT CROSS-REFERENCE TABLE REGISTRATION DOCUMENT 2018/19 • • • office: registered Company’s the at consulted be may documents following the Document, Registration present the of validity of period the During www.wavestone.com website: Company’s the on and 00 +33 20 03 149 Phone: France Cedex Défense La Paris 92042 terrasse Boieldieu 100/101, Tour Franklin office: registered Company’s the at available is Document Registration The Documents availabletothepublic Registration Document. Registration present the of publication the preceding years fiscal two the of each for information financial historical Wavestone’s document; this to in referred or included are which of some request, Group’s the at expert by an issued declarations and assessments information, financial historical documents, other and letters reports, all Association; of Articles Company’s the > Additional information • Persons responsible 06

Persons responsible 280 - 281

Person responsible for the Registration Document Persons responsible for the Statutory Audit

Pascal Imbert, CEO. Statutory Auditors: Statement by the person responsible for the Mazars, member of the Versailles Regional Statutory Auditors’ Registration Document Commission (Compagnie régionale de Versailles), 61, rue Henri Regnault, 92075 Paris La Défense Cedex, appointed by the “I hereby certify, after having taken all reasonable measures annual Shareholders’ Meeting of 07/11/14; mandate due to to this effect, that the information contained in this document expire at the close of the annual Shareholders’ Meeting called is, to the best of my knowledge, in accordance with the facts to approve the financial statements for the fiscal year ending and contains no omission likely to affect its scope. 03/31/20. Represented by Mr. Paul-Armel Junne.

I certify that, to the best of my knowledge, the financial Deloitte & Associés, member of the Versailles Regional statements have been prepared in accordance with applicable Statutory Auditors’ Commission (Compagnie régionale de accounting standards and give a true and fair view of the Versailles), 6, place de la Pyramide, 92908 Paris-La Défense, assets, financial position and results of the Company and all appointed by the annual Shareholders’ Meeting of 09/25/13; the companies included in the scope of consolidation, and mandate due to expire at the close of the annual Shareholders’ that the management report on page 52 gives a true and fair Meeting called to approve the financial statements for the view of the development of the business, results and financial fiscal year ending 03/31/19. Represented by Mr. Dominique position of the Company and all the companies included in Laurent. the scope of consolidation and describes the main risks and uncertainties they are facing. Substitute Statutory Auditors:

I have obtained a completion letter from the Statutory Fidus, 12, rue de Ponthieu, 75008 Paris, member of the Auditors stating that they have audited the information Versailles Regional Statutory Auditors’ Commission relating to the financial position and the financial statements (Compagnie régionale de Versailles), appointed by the annual presented in this Registration Document and in the document Shareholders’ Meeting of 07/11/14; mandate due to expire at as a whole.” the close of the annual Shareholders’ Meeting called to approve the financial statements for the fiscal year ending Paris, 07/09/19. 03/31/20. Pascal Imbert, CEO BEAS, 7, Villa Houssay, 92200 Neuilly-sur-Seine, mandate renewed by the annual Shareholders’ Meeting of 09/25/13; mandate expires at the close of the annual Shareholders’ Meeting called to approve the financial statements for the fiscal year ending 03/31/19.

Person responsible for financial information

Pascal Imbert, Chairman of the Management Board.

Wavestone Tour Franklin 100/101 Terrasse Boieldieu 92042 Paris la Défense Cedex

Tel.: +33 (0)1 49 03 20 00 - Fax: +33 (0)1 49 03 20 01 Email: [email protected] REGISTRATION DOCUMENT 2018/19 9.2.1 9.2 9.1 9 8.2 8.1 8 7.2 7.1 7 6.5 6.4 6.3 6.2 6.1.2 6.1.1 6.1 6 5.2.3 5.2.2 5.2.1 5.2 5.1.5 5.1.4 5.1.3 5.1.2 5.1.1 5.1 5 4 3.2 3.1 3 2.2 2.1 2 1.2 1.1 1 Sections 809/2004 no. (EC) Regulation Commission European 1of Annex with compliance In Registration Documentcross-referencetable na: notapplicable Key elements Operating profit Operating situation Financial Financial situation and results Environmental issues Tangible assets &equipment plant Property, Major subsidiaries subsidiaries Major Summary description of the Group Group the of description Summary Organisational chart position Competitive Issuer dependence events Exceptional Core markets launched service New Nature of operations operations of Nature activities Core activities of Overview out carried to be investments Major Major ongoing investments out carried investments Major strategy investment Investments, Key events in the development of the Company Company the of development the in Key events Registered officeand legal structure Date of incorporation and lifetime lifetime and incorporation of Date Place of registration and registration number number registration and registration of Place Company name Company background and development Information concerning the issuer factors Risk informationIntermediary Historical information Selected financial information renewed not were mandates Information concerning Statutory Auditors who have either resigned or whose Auditors Statutory of addresses and Names Auditors Statutory responsible persons by the Statements Document Registration the for responsible persons of function and Name Persons responsible 173, 181, 206, 209, 213, 214 and 245 and 214 213, 209, 206, 181, 173, 184, 185, 222, 223 and 243 and 223 222, 185, 184, 22, 23, 232 and 233 and 232 23, 22, 41 and 115 to 126 115 41 and 10 and 55 to 63 55 and 10 57 and 172 and 57 84 and 88 and 84 43 to 46 43 82 to 98 to 82 55 to 61 55 55 to 61 55 Pages 246 245 232 232 232 232 232 281 281 281 281 na na na na 16 16 > Additional information • Registration Document cross-reference table 06 282 - 283

Sections Pages 9.2.2 Important changes relative to revenues 55 to 61 9.2.3 Other factors impacting operations na

10 Capital resources 10.1 Issuer’s capital 173, 175, 192, 206 and 217 10.2 Source and amount of cash flow 174 10.3 Borrowing requirements and financial structure 86, 87 and 194 to 199 10.4 Information concerning all restrictions on the use of capital resources that have 87 and 88 had or could have a significant influence on the issuer’s operations 10.5 Expected sources of financing 87

11 Research and development, patents & licences 63

12 Trends 12.1 Major recent trends 56 and 137 12.2 Trends likely to influence the share price current accounting year 16 and 56

13 Earnings forecasts and estimates 13.1 Assumptions na 13.2 Statutory Auditors’ report na 13.3 Forecasts and estimates na 13.4 Previous forecasts and estimates still ongoing na

14 Administrative, management and supervisory bodies 45, 46 and 140 to 159 14.1 Administrative, management and supervisory bodies 14.2 Conflicts of interest of members of administrative and management bodies 143

15 Company director compensation 15.1 Compensation and benefits-in-kind 152 to 164 15.2 Pensions, retirement and other benefits 152 to 164 and 212

16 Functions of the administrative and management bodies 16.1 Expiry dates of current mandates 141 to 143 16.2 Service agreements binding members of administrative bodies 165 and 228 16.3 Audit and Compensation Committees 92, 149 and 150 16.4 Corporate Governance Code 140

17 Employees 17.1 Staff 103 to 104 17.2 Employee profit-sharing and stock options 68 to 70, 104 and 136 17.3 Agreement allowing employees to invest in the issuer’s capital 68 and 70

18 Main shareholders 18.1 Names of shareholders with voting rights 64, 65 and 239 18.2 Different voting rights 235 and 238 18.3 Issuer’s control 64 and 65 18.4 Agreements which could result in a change of control na

19 Related-party transactions 244 na: not applicable REGISTRATION DOCUMENT 2018/19 25 24 23.2 23.1 23 22 21.2.8 21.2.7 21.2.6 21.2.5 21.2.4 21.2.3 21.2.2 21.2.1 21.2 21.1.7 21.1.6 21.1.5 21.1.4 21.1.3 21.1.2 21.1.1 21.1 21 20.9 20.8 20.7 20.6.2 20.6.1 20.6 20.5 20.4.3 20.4.2 20.4.1 20.4 20.3 20.2 20.1 20 Sections na :nonapplicable Information on equity holdings holdings equity on Information public the to available Documents Certification of the accurate reproduction of the information information the of reproduction accurate the of Certification Third-parties interest of declarations and statements expert information, Third-party contracts Material Conditions for amending the capital capital the amending for Conditions Statutory thresholds control in to achange relative Dispositions Meetings General calling for Conditions rights shareholders’ to modify required Actions Rights relative to categories of shares shares of to categories relative Rights bodies administrative of members concerning Provisions issuer the of purpose Corporate Association of Articles and incorporation of Deed capital share in trends Historic Options Options capital share the to increase Commitments Convertible bonds Treasury stock shares Non-equity Subscribed capital Share capital Additional information situation commercial and financial Group’s the in changes Significant proceedings arbitration and Legal Dividend payout policy information Post-closure financial intermediary information financial interim and quarterly Post-closure Intermediary and other financial information information financial recent most of Date Unaudited financial information Other information audited by the Statutory Auditors Auditors Statutory by the audited information Other Statutory Auditors’ report on historical financial information Auditing of financial information 2018/19 financial statements Proforma financial information Historical financial information and financial statements situation financial liabilities, and assets issuer’s the concerning information Financial 200 to 204 and 224 to 227 224 and to 204 200 172 to 175, 205 and 206 and 205 to 175, 172 165 to 167 and 237 and to 167 165 66, 175 and 192 and 175 66, 11, 64 and 67 and 64 11, 62 and 222 and 62 233 to 236 233 233 to 236 233 63 and 241 and 63 233 to 235 233 Pages 280 246 246 236 239 228 235 237 237 136 281 177 na na na na na na na na na na > Additional information • Annual Financial Report cross-reference table 06

Annual Financial Report cross-reference table 284 - 285

Sections Pages

1 Annual financial statements 205 to 223

2 Consolidated financial statements 172 to 200

3 Management report (French Monetary and Financial Code) Article L.225-100 of the French Commercial Code • Analysis of business activity trends 55 to 58 • Analysis of Wavestone's results 55 to 58 • Analysis of Wavestone’s financial situation 55 to 58 • Major risks and uncertainties 82 to 89 • Valid authorisations granted to the Management by the annual General Meeting to increase 165 to 167 Company share capital granted Article L.225-100-3 of the French Commercial Code • Items likely to have an impact on the Company in the event of a public offering 168 Article L.225-211 of the French Commercial Code • Share buybacks 250 and 251

4 Statement by the person responsible for the Annual Financial Report 281

5 Statutory Auditors’ report on the annual financial statements 224 to 227

6 Statutory Auditors’ report on the consolidated financial statements 201 to 204

7 Statutory Auditors’ special report on regulated agreements and commitments 228

8 Statutory Auditors’ fees 200

9 Report of the Chairman of the Supervisory Board on corporate governance 140 to 151 (Article L.225-37 of the French Commercial Code) REGISTRATION DOCUMENT 2018/19 20. Appendices 19. 18. 17. 16. 15. 14. 13. 12. 11. 10. 9. 8. 7. 6. 5. 4. 3. 2. 1. Sections Directors. of Board by Wavestone’s approved as report management the of sections various with correspond that report annual this of extracts the to references find will you Hereafter, French the of seq. et Commercial Code. L.225-100 articles in outlined report management Directors’ of Board the of items all includes report annual This na: notapplicable Management reportcross-referencetable

Company results tablefor last five fiscal years Corporate governance report Vigilance plan Terms ofpayment R&D activities Financial risksrelated to climate change Social andenvironmental information Adjustment ofrightsfor holdersofsecuritiesgranting access to capital Employee shareholding Company shareholding Transactions madeby executive managementontheirsecurities Purchase andsaleoftreasury shares share price Information onrisksinvolved intheevent ofchangesininterest rates, foreign exchange rates andthe Amount ofdividendspaidinthelast three fiscal years Post statement offinancialposition events / Planneddevelopments Significant shareholdings in companies headquartered inFrance Main features for internal control procedures andriskmanagement Description ofmainrisksanduncertainties financial situation, profit andloss Use offinancialinstruments by the Company, whenpertinent for assessing itsassets, liabilities, Business developments /Results /Financialsituation andperformance indicators 182 and195 to 199 63 and199 62 and137 64 and65 68 and70 140 to 169 86 and88 159 to 164 121 to 124 99 to 135 92 to 98 82 to 89 55 to 58 Pages 136 59 63 63 na 73 81 > Additional information • Corporate governance report cross-reference table 06

Corporate governance report cross-reference table 286 - 287

This annual report includes all items of the corporate governance report outlined in articles L.225-37 et seq. of the French Commercial Code.

Hereafter, you will find references to the extracts of this annual report that correspond with various sections of the corporate governance report as approved by Wavestone’s Board of Directors.

Sections Pages 1. Principles and criteria for determining corporate executive officers’ remuneration 160 to 164 2. Corporate officers’ remuneration 152 to 161 3. Corporate officers’ terms and functions 141 and 143 4. Agreements made between a corporate officer or a Wavestone shareholder 165 and a Wavestone subsidiary 5. Delegations follow-up table for capital increases 165 to 167 6. Executive Management operations 148 and 149 7. Composition, preparation conditions and organization of Board of Directors 144 to 151 8. Application of principle of equal representation between men and women within 148 the Board of Directors 9. Executive Management power restrictions 151 10. Reference corporate governance code 151 11. Special arrangements related to shareholders’ participation in the General Meeting 165 12. Arrangements that have an impact in the event of a public tender offer 168 PHOTO CREDITS: Tom Joye

ILLUSTRATION: Borja Bonaque

DESIGN, WRITING AND PRODUCTION: Aristophane and Actus

TRANSLATION: Word Class Tour Franklin 100-101, terrasse Boieldieu 92042 Paris La Défense Cedex France Tél. : + 33 1 49 03 20 00 Fax : + 33 1 49 03 20 01

www.wavestone.com @wavestone_