REGISTRATION DOCUMENT INCLUDING THE ANNUAL FINANCIAL REPORT 2018 SPIE, sharing a vision for the future CONTENTS INTRODUCTION Interview with Gauthier Louette Chief Executive Officer 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 AND ITS ACTIVITIES GOVERNANCE AFR 1.1 History 16 5.1 Management bodies 203 1.2 Competitive strengths and advantages AFR 17 5.2 Board of directors : composition and functioning 204 1.3 Strategy AFR 21 5.3 Compensation and benefits 218 1.4 Markets and competitive position AFR 23 5.4 Other information 226 1.5 Activities of the Group AFR 25 1.6 Group structure 31 1.7 Research and Development, patents and licences AFR 33 1.8 Industrial devices and real estate assets 33 6 SHAREHOLDERS AFR 6.1 Shareholders 228 2 6.2 Financial communication schedule 233 6.3 Distribution of dividends 233 RISK FACTORS 6.4 Information about share capital 234 AND INTERNAL CONTROL AFR 6.5 Factors that could come into play in the event of a takeover bid 239 2.1 Risk factors 36 2.2 Risk insurance and coverage 50 2.3 Internal control and risk management 51 7 3 ADDITIONAL INFORMATION 7.1 Main provisions of the law and articles of association 242 NON-FINANCIAL PERFORMANCE AFR 7.2 Legislative and regulatory environment 247 7.3 Information on equity interests 250 3.1 Overview of CSR strategy (vision, CSR governance, 7.4 Major contracts 250 overview of issues and objectives) 58 7.5 Related-party transactions AFR 251 3.2 Employees / Overview 74 7.6 Information from third parties, expert statements 3.3 Profit-sharing and incentives agreements 78 and declarations of interests 254 7.7 Documents accessible to the public 254 7.8 Persons responsible for the Registration Document AFR 254 7.9 Auditors AFR 255 4 ANALYSIS OF ACTIVITY AND FINANCIAL STATEMENTS AFR CROSS-REFERENCE TABLES 256 4.1 Analysis of consolidated net income 82 4.2 Post-closure events 100 4.3 Trends and objectives 100 4.4 Consolidated financial statements 101 4.5 Parent company financial statements 173 4.6 Table of SPIE SA's results for the last five years 198 4.7 Information on supplier payment periods 199 COMPONENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THIS TABLE OF CONTENTS WITH THE SIGN AFR SPIE DOCUMENT DE RÉFÉRENCE 2018 REGISTRATION DOCUMENT 2018 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 other risks as yet unidentifi ed or deemed insignifi cant by the Group under French law with a share capital of €73,107,536.03, registered could have the same negative eff ect. at 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, France under This Registration Document contains information about the company no. 532 712 825 (Pontoise Trade and Company Registry), Group’s markets and competitive positions, including information is referred to as the “Company” in this Registration Document. about the size of such markets. The facts on which the Group Unless otherwise stated, the “Group” and the “SPIE group” refer bases its statements mostly come from estimates made by the to the Company and its subsidiaries and holdings. Group, studies and statistics from independent third parties and This Registration Document contains forward-looking statements professional organisations, and fi gures published by the Group's regarding the growth, prospects and strategies of the Group. competitors, suppliers and customers (in particular, the Group's These forward-looking statements are sometimes identifi ed by rankings in relation to its main competitors are based on revenues the use of the future and conditional tenses and by terms such disclosed by them during the year ended 31 December, 2017). as “consider”, “envisage”, “think”, “aim”, “expect”, “intend”, “should”, Certain information contained in this Registration Document is “anticipate”, “estimate”, “believe”, “wish” and “might” or, if applicable, publicly available information which the Company considers their negative forms and other similar words, terminology and reliable but which has not been verifi ed by an independent expert. phrases. Such information has no historically factual basis and The Company cannot guarantee that a third party using diff erent should not be interpreted as a guarantee of future performance. methods to collect, analyse or calculate data on business segments It is based on data, assumptions and estimates from which the would obtain the same results. The Company makes no undertaking Group deems it reasonable to draw inferences. Such information and provides no warranty as to the accuracy of this information. may change or be modifi ed due to uncertainties in the economic, It is possible that such information proves to be incorrect or out fi nancial, competitive or regulatory environments. In addition, the of date. The Group makes no undertaking to publish updates to occurrence of one or more of the risks described in Chapter 2 such information, except in connection with any applicable legal “Risk factors” of this Registration Document may aff ect the Group’s or regulatory obligations. businesses, position and fi nancial results as well as its ability to Certain figures (including figures expressed in thousands or reach its objectives. millions) and percentages in this Registration Document have been Investors should carefully consider the risk factors described rounded. The totals presented in this Registration Document may in Chapter 2 “Risk factors” of this Registration Document. The diff er slightly from those obtained by adding together the exact occurrence of all or any of these risks could have a negative eff ect (decimal) values of those fi gures. on the Group’s businesses, position or fi nancial results. Moreover, SPIE SA Joint stock company (société anonyme) with a share capital of €73,107,536.03 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 In accordance with its general regulation, in particular article 212–13, the Autorité des marchés financiers (French financial markets regulator – AMF) registered the French language version of this Registration Document on 17 April 2019 under number D.19-0354 . This document may only be used for the purposes of a financial transaction if it is supplemented by a prospectus in respect of which the AMF has granted a visa. It was prepared by the issuer and all its signatories are liable for its contents. Copies of this Registration Document are available free of charge at SPIE, 10, avenue de l’Entreprise, 95863 Cergy-Pontoise, France, and on the websites of SPIE (www.spie.com) and the AMF (www.amf-france.org). SPIE REGISTRATION DOCUMENT 2018 1 INTERVIEW WITH THE CEO A robust, resilient business model anchored in the real economy GAUTHIER LOUETTE CHIEF EXECUTIVE OFFICER OF SPIE SPIE IS BEGINNING 2019 WITH AN OPTIMAL STRUCTURE AND REAPING THE BENEFITS OF THE CONVERGENCE BETWEEN THE ENERGY TRANSITION AND THE DIGITAL TRANSITION. IN 2018, YOU PURSUED THE FAR-REACHING to pro forma EBITDA, declined to 3. TRANSFORMATIONS UNDERTAKEN Revenue acquired in 2018 totalled IN 2017. HOW WOULD YOU DESCRIBE €95 million, which was, as expected, THE OUTCOMES DURING THE YEAR? lower than the average acquired in In 2018, we completed the transformations previous years. After a highly active begun in 2017, primarily in Germany, bolt-on acquisitions drive in 2017, France and the United Kingdom. SPIE is in 2018 we focused on integrating fully up and running, and our cash fl ow the recently acquired companies, like will no longer be impacted by restructuring Ziut in the Netherlands. In 2019, we expect costs in 2019. to return to the average annual pace of After carrying out the most extensive acquisitions in previous years, which would reorganisation of its French operations represent around €200 million in acquired in 15 years and the largest acquisition revenue. in its history, SPIE is now a very different company from what it was just three years HOW WOULD YOU DESCRIBE 2018 ago. Based on these solid foundations, AND WHAT WERE THE MAJOR EVENTS we’ve begun 2019 in very good shape, OF THE YEAR? and will continue to deploy our business The continental European economy model and consolidate our positions as was and remains buoyant, especially the sector’s independent European leader. in our two main host countries, France and Germany. HOW DID SPIE’S MAIN FINANCIAL In France, SPIE captured the fi rm growth PERFORMANCE INDICATORS DO IN 2018? in the industry services and network We met our revenue, margin and markets, particularly the fi bre optic cash conversion targets for the year. segment. We remained highly selective Consolidated revenue came in at in the commercial building segment, €6.7 billion, representing a very satisfactory in line with our focus on margins rather 9.2% increase at constant exchange than volumes. rates. Organic growth stood at 2.6%. In Germany, where skills were in short Consolidated EBITA rose to €400 million, supply, we deepened our relationships for an EBITA margin of 6%. Lastly, the with existing customers, who demonstrated cash conversion ratio was 116%, yielding their confi dence and loyalty by renewing operating cash fl ow of €460 million. a large number of multi-year maintenance Debt was reduced by nearly €200 million contracts during the year. and our gearing, i.e., the ratio of net debt 2 SPIE REGISTRATION DOCUMENT 2018 In Belgium, we expanded our business portfolio with the acquisition and integration of Systémat, which is now the ICS division of SPIE Belgium and the primary source of its digital services offering.