2019 Universal Registration Document

UNIVERSAL REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT 2019 SPIE, sharing a vision for the future CONTENTS INTRODUCTION 2 Interview with the Chairman & CEO of SPIE 2 Profile and Geographic Footprint 4 SPIE today 6 Governance 10 Acquisitions 11 A selection of projects 12 1 5 OVERVIEW OF THE GROUP CORPORATE GOVERNANCE AFR AND ITS ACTIVITIES 5.1 Management bodies 197 5.2 Board of Directors: composition, preparation 1.1 History 16 and organisation of work 199 1.2 Competitive strengths and advantages AFR 17 5.3. Compensation and benefits 214 1.3 Strategy AFR 22 5.4 Other information 222 1.4 Markets and competitive position AFR 23 1.5 The Group’s business AFR 25 1.6 Structure AFR 29 6 2 SHAREHOLDERS AFR 6.1 Shareholders 224 RISK FACTORS 6.2 Financial communication schedule 229 6.3 Dividends 229 AND INTERNAL CONTROL AFR 6.4 Information about share capital 230 6.5 Factors that could come into play in the event 2.1 Risk factors 32 of a takeover bid 236 2.2 Risk insurance and coverage 40 2.3 Internal control and risk management 41 7 3 ADDITIONAL INFORMATION NON-FINANCIAL 7.1 Main provisions of the law and the Articles of Association 238 PERFORMANCE AFR 7.2 Legislative and regulatory environment 243 3.1 Non-financial statement 48 7.3 Information on equity interests 246 3.2 Employees/Overview 71 7.4 Major contracts 246 3.3 Profit-sharing and incentive agreements 75 7.5 Related-party transactions AFR 247 7.6 Information from third parties, expert statements and declarations of interests 250 7.7 Documents available to the public 250 7.8 Persons responsible for the Universal Registration Document AFR 250 7.9 Auditors AFR 251 4 ANALYSIS OF ACTIVITY AND FINANCIAL STATEMENTS AFR 4.1 Analysis of consolidated net income 78 4.2 Events after the reporting period 96 CROSS-REFERENCE TABLES 250 4.3 Trends and objectives 97 4.4 Consolidated financial statements 98 4.5 Parent company Financial statements 168 4.6 Results (and other characteristic components) for SPIE SA over the last 5 years 192 4.7 Information on supplier payment periods 193 COMPONENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THIS TABLE OF CONTENTS WITH THE SIGN AFR SPIE UNIVERSAL REGISTRATION DOCUMENT 2019 www.spie.com UNIVERSAL REGISTRATION DOCUMENT 2019 Including the annual fi nancial report As the independent European leader in multi-technical services in the areas of energy and communications, SPIE supports its customers to design, build, operate and maintain energy-efficient and environmentally-friendly facilities. SPIE SA, a “société anonyme” (joint stock company) incorporated Moreover, other risks as yet unidentifi ed or deemed insignifi cant under French law with a share capital of €74,118,118.28 , registered by the Group could have the same negative eff ect. at 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, France under This Universal Registration Document contains information company no. 532 712 825 (Pontoise Trade and Company Registry), about the Group’s markets and competitive positions, including is referred to as the “Company” in this Universal Registration information about the size of such markets. The facts on which Document . Unless otherwise stated, the “Group” and the “SPIE the Group bases its statements mostly come from estimates group” refer to the Company and its subsidiaries and holdings. made by the Group, studies and statistics from independent third This Universal Registration Document contains forward-looking parties and professional organisations, and fi gures published by statements regarding the growth, prospects and strategies of the the Group’s competitors, suppliers and customers (in particular, Group. These forward-looking statements are sometimes identifi ed the Group’s rankings in relation to its main competitors are by the use of the future and conditional tenses and by terms based on revenues disclosed by them during the year ended such as “consider”, “envisage”, “think”, “aim”, “expect”, “intend”, 31 December 2019). Certain information contained in this Universal “should”, “anticipate”, “estimate”, “believe”, “wish” and “might” Registration Document is publicly available information which the or, if applicable, their negative forms and other similar words, Company considers reliable but which has not been verifi ed by an terminology and phrases. Such information has no historically independent expert. The Company cannot guarantee that a third factual basis and should not be interpreted as a guarantee of future party using different methods to collect, analyse or calculate performance. It is based on data, assumptions and estimates from data on business segments would obtain the same results. which the Group deems it reasonable to draw inferences. Such The Company makes no undertaking and provides no warranty information may change or be modifi ed due to uncertainties in as to the accuracy of this information. It is possible that such the economic, fi nancial, competitive or regulatory environments. information proves to be incorrect or out of date. The Group makes In addition, the occurrence of one or more of the risks described no undertaking to publish updates to such information, except in Chapter 2 “Risk factors” of this Universal Registration Document in connection with any applicable legal or regulatory obligations. may aff ect the Group’s businesses, position and fi nancial results Certain figures (including figures expressed in thousands or as well as its ability to reach its objectives. millions) and percentages in this Universal Registration Document Investors should carefully consider the risk factors described in have been rounded. The totals presented in this Universal Chapter 2 “Risk factors” of this Universal Registration Document. Registration Document may diff er slightly from those obtained The occurrence of all or any of these risks could have a negative by adding together the exact (decimal) values of those fi gures. eff ect on the Group’s businesses, position or fi nancial results. SPIE SA Joint stock company (société anonyme) with a share capital of €74,118,118.28 Registered office: 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, France Registered with the Pontoise Trade and Companies Registry under company number 532 172 825 This Universal Registration Document has been filed on 17/04/2020 with the AMF, as competent authority under Regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation. The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal Registration Document. The whole is approved by the AMF in accordance with Regulation (EU) 2017/1129. Copies of this Universal Registration Document are available free of charge from SPIE, 10, France, and on the websites of SPIE (www.spie.com) and the AMF (www.amf-france.org). SPIE UNIVERSAL REGISTRATION DOCUMENT 2019 1 INTERVIEW WITH GAUTHIER LOUETTE, THE CHAIRMAN & CEO OF SPIE Through its activity, SPIE is on the side of the solution Gauthier Louette, Chairman & CEO of SPIE Why did you choose to publish this first integrated annual report in addition to this document? Put simply, this is a way for us to connect with our stakeholders – our customers, our employees, our investors, and society as a whole. It’s an opportunity to explain our impact, and what our work actually means in each particular context. As a society, we’re facing major environmental and social challenges. And I believe that SPIE’s role as a service business specialising in energy and communication systems makes it part of the solution to those challenges. What specific solutions can you provide? SPIE is the independent European leader providing services dedicated to the energy and digital transitions. 2 SPIE UNIVERSAL REGISTRATION DOCUMENT 2019 We help our customers reduce their You mentioned the coronavirus consumption and we facilitate access “Our solutions epidemic. How is SPIE addressing to low- carbon energies. For our oil and services this crisis and what impact will it company customers, we provide have on your business in 2020? technologies for a more draw increasingly eco- responsible production This is an unprecedented global of the fossil fuels that are still needed upon digital epidemic, which has thrown for economic activity. Our solutions our business environment into disarray. and services draw increasingly upon technologies, Our priority is to protect the health and digital technologies, conductive to safety of our employees, innovation. Digital enhancement conductive subcontractors and customers, as well across our off erings and to innovation.” as to maintain essential services for organisations boosts perf ormance civil society. and helps our customers become We have taken steps to limit more competitive. Our experience in our operations to only those strictly core communication network necessary, to ensure that our teams functions makes us a leading partner are protected, and to shift to remote in the digital transition. working wherever possible. This will Europe has been hit very hard by Would you say you have surely aff ect our results, and this the coronavirus outbreak, and one achieved your ambition to make impact is currently hard to gauge while can currently assess how vital SPIE a “European group”? the crisis continues. our services are for the functioning With that said, I have complete faith in of essential infrastructure for society SPIE today is recognised as a leading our ability to overcome these diff icult and the economy in such areas as European company, with front- line times, as the Group has the necessary communication networks, energy and positions in six key regions. So, yes, we financial leeway to do so. We have transport, healthcare facilities, have accomplished that also adopted a number of robust pharmaceutical and agri- food transformation.

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