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REGISTRATION DOCUMENT

Smart city

e-fficient buildings

Energies

2015

Industry services

TABLE OF CONTENTS (1)

1.

PERSONS RESPONSIBLE
FOR THE REGISTRATION DOCUMENT......................3

1.1. Person responsible for the Registration Document .................... 4
1.2. Statement of the person responsible for the Registration
Document ..................................................................................... 4

2.

AUDITORS ......................................................................5

2.1. Statutory Auditors ........................................................................ 6
2.2. Substitute Statutory Auditors....................................................... 6

3.

SELECTED FINANCIAL INFORMATION......................7

4.

RISK FACTORS............................................................11

4.1.
4.2.
4.3.
4.4.
4.5.
4.6.

Risks relating to the Group’s industries..................................... 13
Risks relating to the Group’s activities ...................................... 16
Risks relating to the Company................................................... 22
Market risks ................................................................................ 25
Legal risks .................................................................................. 28
Insurance and risk management ............................................... 30

5.

INFORMATION ABOUT THE GROUP ........................33

5.1. History and development ........................................................... 34
5.2. Acquisitions and investments .................................................... 35

6.

OVERVIEW OF GROUP ACTIVITIES ..........................37

6.1.
6.2.
6.3.
6.4.
6.5.
6.6.
6.7.

General presentation.................................................................. 38
Strengths and competitive advantages of the Group ............... 39
Strategy ...................................................................................... 44
Market overview and competitive position ................................ 46
Description of the Group’s principal activities........................... 50
Dependence factors................................................................... 59
Legislative and regulatory environment ..................................... 59

7.

ORGANISATIONAL CHART ........................................63

7.1. Legal organisation chart of the Group ....................................... 64
7.2. Subsidiaries and equity interests ............................................... 65

15.1. Compensation and benefits paid to Directors and executives116
15.2. Amount of the provisions made or recorded
by the Company or by its subsidiaries for the payment
of pensions, retirement plans or other benefits....................... 121

16. OPERATIONS OF THE ADMINISTRATIVE AND
MANAGEMENT BODIES ...........................................123
16.1. Terms of the members of the Company’s administrative
and management bodies ......................................................... 124
16.2. Information regarding employment contracts relating
members of the Board of Directors to the Company
or to one of its subsidiaries ...................................................... 124
16.3. The Board of Directors Committees ........................................ 124
16.4. Statement related to the corporate governance
of the Company........................................................................ 126
16.5. Internal control ......................................................................... 126

17. EMPLOYEES ..............................................................127
17.1. Presentation ............................................................................. 128
17.2. Equity interests and stock options held by members
of the Board of Directors and management ............................ 133
17.3. Profit-sharing agreements and incentive schemes ................. 134
17.4. Employee shareholding ........................................................... 135
17.5. Post-employment benefits....................................................... 136

18. PRINCIPAL SHAREHOLDERS..................................137
18.1.
18.2.
18.3.
18.4.

Shareholders ............................................................................ 138
Declaration concerning control of the Company .................... 140
Agreements that could result in a change of control .............. 143
Clayton, Dubilier and Rice undertakings towards
the French Government ........................................................... 143
18.5. Items that may impact a public offering .................................. 143

19. RELATED-PARTY TRANSACTIONS ........................145

PROPERTY, PLANT AND EQUIPMENT.....................67

19.1. Principal related-party transactions......................................... 146
19.2. Special reports of the Auditors on related-party
agreements for fiscal year 2015 .............................................. 147

8.1. Significant existing or planned tangible assets ......................... 68
8.2. Environmental factors that could influence the use
of the Group’s property, plant and equipment .......................... 69

20. FINANCIAL INFORMATION
ON THE HOLDINGS, FINANCIAL POSITION
AND RESULTS OF THE GROUP ..............................153

9.

20.1.
20.2.
20.3.
20.4.
20.5.
20.6.
20.7.

8.

REVIEW OF THE GROUP’S FINANCIAL
POSITION AND RESULTS ..........................................71

9.1. General presentation.................................................................. 72
9.2. Analysis of income for financial years ended
December 31, 2015 and December 31, 2014 ........................... 78

10. LIQUIDITY AND SHARE CAPITAL .............................83
10.1. Overview..................................................................................... 84
10.2. Financial resources and financial liabilities ................................ 84
10.3. Presentation and analysis of the main categories of use
of the Group’s cash ................................................................... 89
10.4. Consolidated cash flow ............................................................. 90
10.5. Goodwill ..................................................................................... 94
10.6. Contractual obligations and off-balance sheet commitments .. 94

11. RESEARCH AND DEVELOPMENT, PATENTS
AND LICENCES ...........................................................95
12. TRENDS AND OUTLOOK ...........................................97

Group consolidated financial statements................................ 155
Company’s statutory statements ............................................ 231
Auditors’ fees ........................................................................... 262
Dates of the most recent financial information........................ 262
Dividend distribution policy...................................................... 263
Legal proceedings and arbitration ........................................... 263
Significant change in the financial or commercial position ..... 266

21. ADDITIONAL INFORMATION ...................................267
21.1. Share capital ............................................................................ 268
21.2. Memorandum and Articles of Association .............................. 274

22. MAJOR CONTRACTS ...............................................281
23. INFORMATION FROM THIRD PARTIES,
EXPERT DECLARATIONS AND
DECLARATIONS OF INTERESTS ............................283
24. DOCUMENTS ACCESSIBLE TO THE PUBLIC .......285

12.1. Trends ........................................................................................ 98
12.2. Medium term outlook ................................................................. 98

25. INFORMATION ON EQUITY INTERESTS ................287

13. PROFIT FORECASTS ................................................101

14.1. Composition and functioning of the Company’s
management and supervisory bodies ..................................... 104
14.2. Declarations concerning the administrative bodies ................ 114
14.3. Conflicts of interest .................................................................. 114

Report from the Chairman of the Board of Directors on
corporate governance and on internal control and risk
management procedures implemented by the Group
and report from the Statutory Auditors established pursuant to
Article L. 225-235 of the commercial code, on the report from
the Chairman of the Board of Directors of the Company ................. 289
Report on the Company’s Corporate, Social
and Environmental Responsibility (CSR) and verification report
of the independent third party on this report .................................... 309
Documents to be attached to the Management Report and/or
to be submitted to shareholders ....................................................... 327

15. COMPENSATION AND BENEFITS ...........................115

CONCORDANCE TABLES.................................................331

13.1. Objectives of the Group for the financial year ended
December 31, 2016.................................................................. 102

14. ADMINISTRATIVE, MANAGEMENT
AND SUPERVISORY BODIES,
GENERAL MANAGEMENT .......................................103

(1)

ANNEXES ............................................................................289

The structure of this Registration Document follows the order of the schedule referred to in Annex I of European Regulation (EC) No. 809/2004 implementing
Directive 2003/71/EC.

II - REGISTRATION DOCUMENT 2015 / SPIE SA

REGISTRATION DOCUMENT 2015
INCLUDING THE ANNUAL FINANCIAL REPORT

The Autorité des marchés financiers (French Financial Markets Authority or “AMF”)
registered the French language version of this Registration Document on April 28, 2016
under number R.  16-030, pursuant to, and in accordance with, Article  212-13 of its
General Regulations (Règlement général). This document may only be used for the
purposes of a financial transaction if it is supplemented by a securities note in respect of
which the AMF has granted a visa. It was prepared by the issuer and all its signatories
are liable for its contents.
The registration was only granted upon, inter alia, verification by the AMF that this
document is complete, clear and coherent as per the requirements of Article L. 621-8-1-I
of the French Code monétaire et financier. The AMF has not, and cannot be construed
as having, verified any of the accounting and financial information contained herein.

Copies of this Registration Document are available free of charge at SPIE, 10, avenue
de l’Entreprise, 95863 Cergy-Pontoise, France and on SPIE’s website (www.spie.com).

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

Notes
The Company, SPIE SA, is a joint stock corporation (société
anonyme) incorporated under French law, with a share capital
of €72,415,793.32, having its registered office at 10, avenue
de l’Entreprise, 95863 Cergy-Pontoise, France and registered
under company number 532 712 825 with the Pontoise Trade
and Company Registry; is referred to as the “Company” in this
Registration Document. Unless otherwise stated, references in
this Registration Document to the “Group” or the “SPIE Group”
are references to the Company and its subsidiaries and holdings.
The term the “Consortium” means the financial investors that
acquired the control of the Company in 2011, namely Clayton,
Dubilier & Rice, Ardian and the Caisse de Dépôt et Placement
du Québec.
This Registration Document contains forward-looking statements
regarding the growth, prospects and strategies of the Group.
These forward-looking statements are sometimes identified
by the use of future and conditional tenses, as well as by terms
such as “consider”, “envisage”, “think”, “aim”, “expect”, “intend”,
“should”, “anticipate”, “think”, “believe” “wish”, or “might” or, if
applicable, the negative form of such terms and other similar
words, terminology and phrases. Such information has no historically factual basis and should not be interpreted as a guarantee
of future performance. It is based on data, assumptions and
estimates from which the SPIE Group considers it reasonable
to draw inferences. Such information is subject and susceptible
to change or modification due to uncertainties in economic,
financial, competitive or regulatory environments. In addition,
the materialisation of one or more of the risks described in the
Chapter 4 “Risk factors” in this Registration Document may have
a material adverse effect on the business, financial stability and
results and future operations of the Group, as well as its ability
to reach its objectives.

This Registration Document contains information about the
Group’s markets and its competitive position therein, including
information about the size of such markets. The facts on which
the Group bases its statements are taken primarily from estimates made by the Group as well as from studies and statistics
of independent third parties and professional organisations and
figures published by the Group’s competitors, suppliers and
customers. In particular, the Group’s rankings as compared with
its principal competitors are based on revenues disclosed by such
competitors during the financial year ended December 31, 2015.
Certain information contained in this Registration Document is
publicly available information which the Company considers to be
reliable but which has not been verified by an independent expert.
The Company can provide no guarantee that a third party using
different methods to collect, analyse or calculate data about market sectors would obtain the same results. The Company makes
no undertaking and provides no warranty as to the accuracy of
this information. It is possible that such information will prove
incorrect or is out of date. The Group makes no undertaking to
publish updates to such information, except in connection with any
legal or regulatory obligation that may be applicable to it.
Certain figures (including figures expressed in thousands or
millions) and percentages in this Registration Document have
been rounded. The totals presented in this Registration Document
may differ slightly from those obtained by adding together the
non-rounded values of those figures.

Investors are strongly encouraged to carefully consider the risk
factors described in Chapter 4, “Risk factors” of this Registration
Document. The occurrence of all or any of these risks could have a
negative effect on the Group’s business, results of operations and
financial condition. Moreover, other risks which may not yet have
been identified or which the Group may consider insignificant
could have the same negative effect.

Discover the SPIE IR
app for easy access
to the latest financial
information on SPIE

2 - REGISTRATION DOCUMENT 2015 / SPIE SA

CHAPTER

1

City of Bern, Switzerland
SPIE and United Security Provider protect the Internet in the city of Bern.
The aim is to better deal with the attacks from the Internet on the many
Web applications in the city.

PERSONS RESPONSIBLE
FOR THE REGISTRATION DOCUMENT
1.1. PERSON RESPONSIBLE FOR THE REGISTRATION DOCUMENT ..... 4

1.2. STATEMENT OF THE PERSON RESPONSIBLE
FOR THE REGISTRATION DOCUMENT ......................................... 4

3

CHAPTER 1: PERSONS RESPONSIBLE FOR THE REGISTRATION DOCUMENT
Person responsible for the Registration Document

1.1. PERSON RESPONSIBLE
FOR THE REGISTRATION DOCUMENT
Mr. Gauthier Louette, Chairman and CEO of SPIE SA.

1.2. STATEMENT OF THE PERSON RESPONSIBLE
FOR THE REGISTRATION DOCUMENT
“I declare, having taken all reasonable care to ensure that such
is the case, that the information contained in this Registration
Document is, to the best of my knowledge, in accordance with the
facts and contains no omission likely to affect its import.

The Statutory Auditors’ report on the Company’s annual statutory
financial statements of the Company for the financial year ended
December 31, 2015, which is included on pages 260 and 261 of
this Registration Document, contains the following observation:

I certify that, to my knowledge, the accounts have been drawn
up in accordance with the applicable accounting standards and
provide a true and fair view of the assets, financial situation
and profit or loss of the Company and of all the enterprises
included in the consolidation, and the Management Report, the
concordance table of which features on pages 332, 333 and 334
of this Registration Document, presents a true picture of the
development of business, results and the financial situation of the
Company and of all the enterprises included in the consolidation
as well as a description of the main risks and uncertainties with
which they are faced.

“Without qualifying our opinion, we draw your attention to the
matter set out in the Note 1.3 to the financial statements which
discloses the terms of financial debt refinancing and the Notes
1.1 and 7 to the financial statements which disclose the terms of
the Initial Public Offering and their impacts on the consolidated
financial statements for the year ended December 31, 2015.”

I have obtained from the Statutory Auditors a letter (lettre de fin
de travaux) stating that they have completed their assignment
and in which they indicate that they have checked the information
on the financial position and the financial statements given in
this Registration Document and that they have read the entire
Registration Document.
The Statutory Auditors’ report on the Company’s consolidated
financial statements for the financial year ended December 31,
2015, which is included on pages 229 and 230 of this Registration
Document, contains the following observation:
“Without qualifying our opinion, we draw your attention to
Notes 5.1 and 20.3 to the consolidated financial statements
which disclose the terms of financial debt refinancing and its
impact on the consolidated financial statements for the year
ended December 31, 2015 and to Notes 5.2, 17.2 and 17.3 which
disclose the conditions of the initial public offering of SPIE SA and
its impact on the consolidated financial statements for the year
ended December 31, 2015.”

The Statutory Auditors’ report on the Company’s consolidated
financial statements for the financial year ended December 31,
2014, which is included on pages 277 and 278 of the Company’s
IPO Registration Document registered by the Autorité des
marchés financiers (the “AMF”) on May 19, 2015 under number I.15-038 (the “IPO Registration Document”), contains the
following observation:
“Without qualifying our opinion, we draw your attention to
Notes 5.3 and 25 to the consolidated financial statements which
disclose the terms of financial debt refinancing and its impact
on the consolidated financial statements for the year ended
December 31, 2014.”
The Statutory Auditors’ report on the Company’s consolidated
financial statements for the financial year ended December 31,
2013, which is included on pages  354 and 356 of the IPO
Registration Document, contains the following observations:
“Without qualifying our above opinion, we draw your attention:
• Note 4 to the consolidated financial statements, which sets
out the consequences of the first-time application of IAS 19
(revised);
• Notes 4 and 11 relating to the application of IFRS 5 and its
impacts on the consolidated financial statements for the
financial year ended December 31, 2013.”
April 28, 2016
Mr. Gauthier Louette
Chairman and CEO of SPIE SA

4 - REGISTRATION DOCUMENT 2015 / SPIE SA

............... AUDITORS 2........ 6 2.............. pipes... SUBSTITUTE STATUTORY AUDITORS .. is a complex operation involving all SPIE’s expertise in electromechanics: ventilation..2..........1........ etc...... welding... electricity. STATUTORY AUDITORS. situated beside the Rhône in the former Creys-Malville nuclear power plant..... France The decommissioning of EDF’s Superphénix reactor. 6 5 ............CHAPTER 2 EDF...........................

2.1. place des Saisons 63. rue de Villiers. PricewaterhouseCoopers Audit is a member of the Compagnie régionale des commissaires aux comptes of Versailles. 2015. Yves Nicolas was appointed by the Company’s general meeting of shareholders of November 15. 2015 to renew the term of office of Ernst & Young et Autres for a period of six financial years expiring at the Shareholders’ General Meeting ruling on the accounts for the financial year ending December 31. 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31. Paris La Défense 1 92200 Neuilly-sur-Seine 92400 Courbevoie Mr. 6 . Represented by Mr. place des Saisons 63. Henri-Pierre Navas PricewaterhouseCoopers Audit was appointed by the Company’ general meeting of shareholders of November 15. The proposal will be submitted to the Shareholders’ General Meeting ruling on the accounts for the financial year ended December 31. STATUTORY AUDITORS Ernst & Young et Autres PricewaterhouseCoopers Audit 1-2. Ernst & Young et Autres was appointed pursuant to the Articles of Association of the Company dated May 27.CHAPTER 2: AUDITORS Statutory Auditors 2. 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31. Yves Nicolas 1-2. Auditex is a member of the Compagnie régionale des commissaires aux comptes of Versailles. SUBSTITUTE STATUTORY AUDITORS Auditex Mr. 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31. 2016. 2015 to renew the term of office of Auditex for a period of six financial years expiring at the Shareholders’ General Meeting ruling on the accounts for the financial year ending December 31. 2. 2015. Christian Scholer Auditex was appointed pursuant to the Articles of Association of the Company dated May 27. Yan Ricaud Represented by Mr. 2021. The proposal will be submitted to the Shareholders’ General Meeting ruling on the accounts for the financial year ended December 31. rue de Villiers Paris La Défense 1 92208 Neuilly-sur-Seine Cedex 92400 Courbevoie Represented by Mr. 2011 for a period of six financial years ending after the general meeting convened to approve the financial statements for the financial year ended December 31. 2021. Ernst & Young et Autres is a member of the Compagnie régionale des commissaires aux comptes of Versailles. . 2016.REGISTRATION DOCUMENT 2015 / SPIE SA Mr. Yves Nicolas is a member of the Compagnie régionale des commissaires aux comptes of Versailles.

CHAPTER 3 Villeroy & Boch.000 tonnes per annum. Germany Installation of an electricity and steam cogeneration plant that will allow energy savings of around 25% and a reduction in CO2 emissions of more than 5. SELECTED FINANCIAL INFORMATION 7 .

“Analysis of the Group’s Financial Condition and Results of Operations” and in Chapter 20. 2013. which include restated comparative data for the financial year ended December 31.4 105% 102% (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. It should not be considered a substitute for operating income.431.9 251. Financial Condition and Results of Operations” of this Registration Document. (4) The financial year’s cash conversion ratio is the ratio of cash flow from operations for the financial year to EBITA for the same year. or as a measure of liquidity.1. which is included in Section 20.5 250. 2014. Performance indicators 2015 2014 Restated (1) 5.2 of this Registration Document. in Chapter 3 “Selected Financial Information” of the IPO Registration Document is included by reference in this Registration Document. (2) Production corresponds to the Group’s operating revenue with proportional consolidation of subsidiaries holding non-controlling interests.6 5. The Group’s consolidated financial statements for the financial year ended December 31. before taxes and financial income.296. Pursuant to Article 28-1 of Regulation (EC) No. net income or cash flow from operating activities. the Group’s selected financial information for the financial year ended December 31. “Financial Information About the Group’s Assets.REGISTRATION DOCUMENT 2015 / SPIE SA . Selected financial information from the consolidated income statement 2015 2014 Restated (1) 5.4 In millions of euros Production (2) EBITA (3) Cash conversion ratio (4) 351. 2015 included in Section 20.CHAPTER 3: SELECTED FINANCIAL INFORMATION The selected financial information presented below is extracted from the following: The Company’s audited consolidated financial statements for the financial year ended December 31. 8 .1. Cash flow from operations corresponds to the sum of EBITA for the financial year.9) NET INCOME 38.6) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31.9 Operating income after share of net profit/loss from equity affiliates 267. 2015 included in Section 20.368. amortisation expense for the financial year and changes in working capital requirements and provisions for the financial year relating to the revenue and expense included in EBITA for the financial year. 2015 were the subject of a report by the Company’s Statutory Auditors.6 In millions of euros Revenue from ordinary activities Consolidated operating Income Net income from continuing operations 42. 2015 prepared in accordance with IFRS as adopted by the European Union.1 of this Registration Document).1.7 (13.3 Income before tax 100. minus cash flow used in investments (excluding external growth) for the financial year. EBITA is not a standardised accounting term with a generally accepted definition.3 (18. pursuant to IFRS 5 and the provisions of IFRIC 21.9 5.200. Cash conversion ratio is not a standardised accounting term with a generally accepted definition. This selected accounting and operating information should be read in conjunction with the information contained in Chapter 9.1 267.0 25.0 335.1 of this Registration Document). 809/2004. (3) EBITA consists of adjusted operating income before amortisation of goodwill. Other issuers may calculate EBITA in a manner different to that used by the Group.

1 Goodwill 2.7 1.123.9 293.149.3 3. 2015 included in Section 20.353.CHAPTER 3: SELECTED FINANCIAL INFORMATION Financial information selected from the consolidated balance sheet December 31.352.3 227.719.3 Total current liabilities 2.8) (99.2) (156.719.4 Total current liabilities from ongoing activities 2.2 Loans and financial liability 1.269.2 Total equity 1.9 1.2 Cash and cash equivalents 358. 9 .1 of this Registration Document). 2014 Restated (1) Assets Intangible assets 792.555.121.8 Total equity attributable to owners of the parent 1.1.2) Net cash flow from/(used in) financing activities Net increase/decrease in cash and cash equivalents CLOSING CASH 58.339.0 260.318.8 5.0 813.1 Customer receivables 1.1 304.6 2.1 3.223.5 Other current assets Cash management financial assets 245.316.179.429.768. 2015 included in Section 20.3 551.0 Other current liabilities 1.9 1.5 925.8 5.2 Loans and bank facilities (less than one year) 395.1 356.8 249.0 2.2 Suppliers 901.526.785. 2015 In millions of euros December 31.6) (95.604.2 3.9 Total current assets from ongoing activities 2.1 of this Registration Document).6 385.8 493.3 Net cash flow from/(used in) investment activities (62.8 1.7 TOTAL ASSETS 5.2 108.4 TOTAL LIABILITIES 5.367.1 2.8 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31.617.421.870.8 363.182.3 In millions of euros Opening cash Net cash flow from/(used in) operating activities 272.1.2 Total non-current liabilities Liabilities 1.7 1.463.535.768.6 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31.7 Total current assets 2. Financial information selected from consolidated cash flows 2015 2014 Restated (1) 493.2 Total non-current assets 3.

0 335. (3) Re-invoicing of services provided by Group entities to non-managed joint ventures.4 In millions of euros EBITA Amortisation of goodwill allocated (36.8 million for the employer contribution (including social charges) paid by the Group. (2) The costs related to the discontinued activities/reorganisations for the financial year ended December 31.431.3 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31.1) (50.5 million.8) (2. (4) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. 2015 included in Section 20. production of companies accounted for using the equity method.7) 267.200. (2) Non-Group revenue from SPIE Operations. • restructuring costs for €3.6 5. 2015 included in Section 20.1 million.9 million in External expenses).1) 0.1 In millions of euros Production SONAID at 100% (1) Holding Companies’ activities (2) Other (3) REVENUE FROM ORDINARY ACTIVITIES (1. EBITA reconciliation Table 2015 2014 Restated (1) 351. (5) The Other items correspond mainly to the costs related to external growth projects.4) (1.1) Discontinued activities/reorganisations (2) (17.368.0) Financial commissions Minority interests (3) Costs related to the initial public offering (June 2015) and to the share employee offering (December 2015) (4) Other (5) OPERATING INCOME OF THE GROUP INCLUDING COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD 3.6 3. 10 . €2.0 million.8 (29.2 30.296. (4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31. (3) The minority interests correspond to the share of the operating income of the company Sonaid that does not belong to the Group (45%).0 million (including €2.0 million for the discount and the remaining amount for the implementation costs.1.1 million recorded in Other operating income and expenses and €0.1 of this Registration Document).CHAPTER 3: SELECTED FINANCIAL INFORMATION Production reconciliation Table 2015 2014 Restated (4) 5. SNC Parc St Christophe and other non-operating entities.4 5. but is consolidated on a proportional basis in the management accounts (55%).9 25. • the contribution to the operating income of discontinued activities for €1.REGISTRATION DOCUMENT 2015 / SPIE SA .1. non-Group re-invoicing not associated with operational activity (essentially re-invoicing of expenses on account).9 251.9 5.3) (1.6) (10. • costs related to the share employee offering (December 2015) for €26.1 of this Registration Document).5 142.7 million for losses on a loss-making contract at the time of acquisition of the activities in the United-Kingdom. relating to an arbitration proceeding initiated by the Ministry of Defense.8) (23. including €23. 2015 include the following items: • the recording of a provision of €13.1 (1) SONAID is fully consolidated in the consolidated financial statements.4 105. 2015 include the following items: • costs related to the initial public offering (June 2015) for €3.8) (1.

.........................17 4.3.........2...1....... Risks relating to hiring and retention of key technical employees .......8... Risks relating to acquisitions ... Risks relating to public-private partnerships ...........................1.. Risks relating to workplace health and safety .......14....2..........11... 16 4............... Risks relating to public expenses ....2........20 4...............1. Risks relating to dependence on certain customers .......6.................15 4.1....2..2.18 4...15 4.. Risks relating to the “green economy”..............4............ Risks relating to public sector contracts ..... Risks relating to subcontractors ...............2........... RISKS RELATING TO THE GROUP’S ACTIVITIES ....5........2.........................1............8...........7..13 4.............2.........6..................14 4............12........ Risks relating to early termination or non-renewal of material contracts ......... Risks relating to employee relationships .......... Risks relating to relationships with certain suppliers ..............2..................1....2....1....3...... 13 4..................................2............7....... Risks relating to employees and temporary workers .. Risks relating to the Oil & Gas sector business .... Risks relating to calls for tenders ............... Belgium Execution of all the electromechanical works in the Lanaye lock complex composed of three locks undergoing renovation and a fourth in the course of construction.....................4............ Risks relating to the Group’s reputation ........................ Risks relating to the competitive environment ..16....15 4............................2.........16 4......13......1.......21 4................................ RISKS RELATING TO THE GROUP’S INDUSTRIES .....18 4.......................16 11 ......... Risks relating to economic conditions and changes in economic conditions ..2...............2... Risks relating to corruption and ethics ..............17 4..................... Risks relating to project management .............................2...... Risks relating to presence in emerging markets ......16 4...... Risks relating to nuclear industry activities .19 4.....16 4...........13 4...... Risks relating to outsourcing trends ..1...............15..............1.....19 4..................9......19 4...2.........CHAPTER 4 Lanaye lock...20 4..............19 4...5......... RISK FACTORS 4............17 4....2....1..........14 4.10..2........ Risks relating to changes in technologies and industrial standards.................2.................20 4.

.......................5.1...... other intangible assets and other assets ........ Risks relating to claims .....5....................................4....28 4. Risks relating to potential failures in the Group’s information systems ...................... Risks relating to indebtedness and financial covenants ..........................3.2.........4..6......29 4....30 4.............17...................29 4.......4.................... Risks relating to exchange rates .......................................22 4.............25 4.........29 4..4..23 4...............1.....4....................... Risks relating to the ability of the Group to deduct interest for tax purposes .5.......................... 28 4...... 22 4..........4.......29 4........................ Risks relating to the ability of the Group to use its tax losses ..5..3........ Risk management policy .....................................30 4...5.....28 12 ........2....2................................... Risks relating to tax laws and its changes ......22 4......19............. Risks relating to litigation and investigations in progress ....... Risks relating to insurance ..... Liquidity risk .........2. LEGAL RISKS.......5............................5........21 4......4.2.......3.......21 4............... 30 4................ MARKET RISKS..30 4.........6..... Risks relating to the Group’s decentralised structure .. Credit risk and/or counterparty risk .4...... Risks relating to interest rates .............................5. INSURANCE AND RISK MANAGEMENT ...........3..............1..31 .....2....... Risks relating to competition law regulations................... Risks relating to maintenance of negative working capital .........3....................3..........................................3............22 4......4...........5........... Risks relating to goodwill............................ Risks relating to the absence of formalised contracts .....6.............3.............21 4......................2................... 25 4..............................1...6........................7..18...... Risks relating to the holding company structure ........24 4..................................24 4.... Risks relating to changes in regulations ..2..............5...... Risks relating to management teams ...........20...............................................8...REGISTRATION DOCUMENT 2015 / SPIE SA 4....28 4............................................5.26 4........ Risks relating to performance undertakings in certain contracts .............3.. Insurance policy – Cover of any risks likely to be incurred by the Group ... RISKS RELATING TO THE COMPANY ............26 4........

It represented approximately 14% of the Group’s consolidated production for the financial year ended December 31. 2014.CHAPTER 4: RISK FACTORS Risks relating to the Group’s industries Investors should consider carefully all the information set out in this Registration Document. This decrease firstly affects activities supplying pipelines for drilling and oil facilities. 2015. financial situation. its results of operations or prospects. as of the date of this Registration Document.3. in particular from steel producers. 2015 and 14% also for the financial year ended December 31. Generally. Finally. Its impact is more limited on business maintenance activities. were they to occur. negatively impact the Oil & Gas business of the Group. The continuation or worsening of the current economic conditions could have a material adverse effect on the Group. including in France. RISKS RELATING TO THE GROUP’S INDUSTRIES 4. car manufacturers and their supply chains. could have a material adverse effect on the Group. its business.1. certain industries. lower oil prices could. this decrease affects technical assistance activities by reductions in operating expenditure and decreased investment. if they were to remain at current levels or decrease further.5% in the European Union and 1. In addition. results of operations or prospects. its financial condition. the risks that the Company believes. particularly in the drilling and geosciences field. customers significantly decrease their equipment expenditures. or whose occurrence as of the date hereof is not considered likely to have a material adverse effect on the Group.2% in France) (source: IMF. 2015.1. including the evolution of gross domestic product in the countries where the Group operates. Risks relating to economic conditions and changes in economic conditions Changes in demand for services are generally related to changes in macroeconomic conditions.1. which could significantly impact the activities.1. World Economic Outlook October 2015). The public sector market is affected by political and administrative policies and decisions with respect to public expenses levels. of which 48% was in France. including building construction and heavy industry. results of operations and prospects. as well as at the level of private and public expenditures on new and existing facilities and equipment. To a lesser degree. which affects the Group’s ability to sell services relating to construction projects or projects to extend the life of new equipment or infrastructure. financial situation. during periods of economic recession. and the International Monetary Fund’s forecasts for the next year are modest (1. Prospective investors should nonetheless note that the risks described in this Section 4 of this Registration Document may not be exhaustive.2. As of the date of this Registration Document. and that there may be additional risks that are not currently known to the Company.4. Such risks are. In particular. considering the relative significance of activities of technical support and operational maintenance activities. During the financial year ended December 31. 89% of the Group’s production was generated out of Europe. conducted in Angola through the joint venture SONAID. In general. Risks relating to public expenses The public sector constitutes a significant portion of the Group’s customers. results and outlook of the Group.1 and 9. in particular in France. the economic situation has significantly affected the resources of governments and other public entities and has led to strict public expenses reduction policies. 4. 4. its business. Moreover. some of the Group’s customers may experience financial difficulties that could lead to payment delays or even default. known as OCTG (Oil Country Tubular Goods) activities. periods of recession or deflation are likely to have a negative impact on demand for services (see Sections 6. have significantly reduced their level of activity in recent years. including in particular the risk factors detailed below. the Group has faced a decrease in demand for installation services. financial condition. Although it has had only a limited impact on the Group’s results. oil prices decreased significantly during the financial year ended December 31. In recent years. its business. growth remains limited in the European Union.2 of this Registration Document). These policies 13 .

in particular in connection with government contracts. in turn. as a result. The Group is also required to regularly develop new services in order to maintain or improve its competitive position. honour their commitments. the profits realised may be lower than initial projections. Finally. results of operations and prospects. whether multinational. inclement weather and increases in the prices of oil and the raw materials used in the materials purchased by the Group for installation at customer sites (such as copper for cables) that the Group may not be able to pass on to its customers. As a result. If. availability of qualified personnel. results of operations and prospects. or sales could prove insufficient to make the project profitable. change the competitive landscape of the technical services industry. This competitive pressure could lead to reduced demand for the Group’s services and force it to reduce its sale prices or incur significant investment costs to maintain the level of service quality that its customers expect. 4. Risks relating to the competitive environment The Group faces intense competition from a variety of competitors. Moreover. certain services requiring less technical skill may encounter strong local competition by smaller competitors with strong relationships and an established local presence. and. which could impede implementation of the corresponding contract or its economics. If the difficulties facing certain of these public entities were to intensify and the trend of significant decreases in public expenses were to continue. national. Such strong competition requires the Group to make continuous efforts to remain competitive and convince its customers of the quality and value-added of its services. such contracts generally must be resubmitted for bids through new calls for tenders. could increase competition in the Group’s industries. in particular for multi-year contracts.1. a decrease in the Group’s revenue and/or a decline in its profitability. Whether a contract is awarded depends in part on customer perception with regard to the prices and quality of the services offered by the various bidders. financial situation.REGISTRATION DOCUMENT 2015 / SPIE SA context of calls for tenders for new contracts. as well as in with the 14 . could have a material adverse effect on its business. which could significantly affect the growth of its activities. the performance conditions may prove different from those provided for at the time when the bid was prepared. or if the Group’s offerings do not meet customer expectations. Even in cases where the contract is awarded to the Group. in particular. more generally. in particular outside of France. some of these entities. this could cause a material adverse effect on the Group. the Group is likely to commit significant financial and human resources in order to prepare and participate in these calls for tenders.CHAPTER 4: RISK FACTORS Risks relating to the Group’s industries could threaten the continuation of certain investments in which the Group is involved and prevent the implementation of significant new investment projects by public entities. if the Group is unable to participate in such consolidation. with no assurance that it will be awarded the contract. because such terms depend on many variables that are sometimes difficult to foresee.4. financial situation. the Group may lose tenders if it is unable to demonstrate its strengths. thereby having a material adverse effect on the Group’s business.3. Moreover. lead to a loss of market share. the technical services industry is highly fragmented. These include accessibility of the work site. In addition. the Group’s activity and financial results might be materially adversely affected. The Group is subject to constant pressure on the prices it charges for its services. results of operations and prospects. the Group’s customers do not find quality and added value in the Group’s offerings.1. in the context of economic crisis and high levels of indebtedness. Finally. financial situation. Any movement to consolidate the different activities of the Group’s competitors. The Group’s competitors include large multinational corporations with greater resources and whose other branches of activity provide them with an accessible customer base for their technical services activities. including by means of litigation. Risks relating to calls for tenders The contracts entered into by the Group’s companies are often awarded following a competitive bid process in the form of a call for tenders. Finally. In addition. More generally. despite these efforts. could be unable to make payments in a timely fashion or. customers increasingly focus on limiting the overall cost of their facilities. and the Group’s ability to rely upon and retain a dense local network is essential for the Group’s development. This. . calls for tenders and the related decisions may be challenged or subject to indemnification proceedings. its business. regional or local. proposed pricing is an important factor in the renewal of contracts upon expiry. in particular as compared with its competitors. The difficulty of foreseeing the final costs and performance conditions could strongly affect such projects profit margins. in the event of the non-renewal of government contracts. 4.

financial situation.1. which might lead to increases in operating expenses or to significant capital expenditures with no assurance that such expenditures will be profitable in the manner expected. If the trend towards more outsourcing slows or stops.5. likely to be influenced by political decisions. this might affect its customer relationships and competitive position. however.1. new products and new customer expectations. certain economic players. results of operations and prospects. which could have a material adverse effect on its business. Certain of the Group’s contracts may nevertheless be entered into or re-awarded. As a result. some in areas in which the Group is not present. growth in PPP is currently slowing. the Group must continually adapt such expertise in order to identify and integrate technological innovations. Risks relating to changes in technologies and industrial standards The Group’s activities require a high level of technological expertise for a wide variety of technical services. operations or management of sites. Risks relating to outsourcing trends In addition to economic conditions. 4. If the Group does not succeed in adapting to customer requirements with regard to PPPs or. as well as changes in the demand for services. to private companies. as well as all or part of the financing of such contracts. maintenance. which could give them an advantage in obtaining PPP projects. in particular construction groups with their own technical services branches. including the growing trend towards outsourcing. The increase in outsourcing of technical services is. new industrial standards. this could have a material adverse effect on its business. the Group may enter into public-private partnerships (PPP). results of operations and prospects. 4. financial situation. Moreover.1. this could have a material adverse effect on the Group’s business. if it does not succeed in sufficiently penetrating the PPP market. particularly in certain of the Group’s markets in which the outsourcing rate remains low compared with more mature markets such as the United States. 15 .7. equipment or intangible assets necessary for government services. financial situation. In particular. in the form of PPPs. decrease of public spending and control of government indebtedness. results of operations and prospects. The Group may risks of losing or failing to obtain certain contracts.6. the Group cannot guarantee that this trend towards outsourcing will continue. could result in the Group’s service offerings becoming obsolete or non-viable. upon expiry. If the Group does not succeed in anticipating and integrating in a timely fashion changes in technologies and industrial standards. these contracts assign a global mission to the private partner that includes various activities. New technologies or changes in standards. more generally. which could affect public and private demand in this area and thus slow down development or even affect existing contracts. could return to using in-house technical services in order to take control of such services. the United Kingdom and Germany. the Group must continually improve its know-how as well as the efficiency and profitability of its offerings. Following significant growth in recent years in connection with the financial crisis. the increase in demand for technical services is also influenced by certain general market trends.CHAPTER 4: RISK FACTORS Risks relating to the Group’s industries 4. if the public sector entities prefer to use multi-disciplinary contractors. such as those relating to construction and public works (such as hospitals and buildings). In certain cases. PPPs (such as Private Finance Initiatives in the United Kingdom) consist in awarding contracts for construction or transformation. Risks relating to publicprivate partnerships In connection with its activities. such as the implementation of new regulations. whether public or private. In order to remain among the leading businesses in the industry and to anticipate its customers’ expectations.

the quotas and tax incentives for renewable energy sources) as well as corporate awareness of environmental issues. Risks relating to project management The Group offers a wide range of technical services in connection with its projects. Risks relating to the Group’s reputation The Group’s reputation is essential in the presentation of its service offers and in order to create customer loyalty and win new customers. have a particular impact on its activity. Such events could have a material adverse effect on the Group’s business. to a certain extent. the Group cannot guarantee. 4. financial situation. In practice. The occurrence of such events. Moreover. come to an end. in particular in the event of significant media coverage. in order to carry out certain projects. to effectively manage the services provided by sub-contractors. could strongly affect the Group’s reputation. The development of the “green economy” depends in large part on national and international policies supporting energy savings and renewable energy (including the regulations on the energy efficiency of buildings.2.2. financial situation. regulations with respect to employment law. and breaches by certain members may occur. its employees or its subcontractors to comply with these obligations could lead to significant fines and claims against .” in particular by offering energy saving technical solutions as well as services dedicated to renewable energy. that this support will not slow down or even. the Group operates in areas of activity that are subject to strong media exposure (such as Oil & Gas and Nuclear). in particular for services requiring a high level of expertise. Differences may arise among the members of such groups. Such an occurrence could have a material adverse effect on the Group’s business.3.8. poor project management can generate significant additional performance costs and delays. In order to ensure that its projects are conducted efficiently. Failure by the Group.REGISTRATION DOCUMENT 2015 / SPIE SA with respect to pricing its services and optimising performance during the term of the contract. results of operations and prospects. The Group’s success in recent years is largely due to its reputation for reliability and market leadership across a wide range of services. and could thus have a material adverse effect on its business. in particular larger scale projects. the Group sometimes participates in groups or consortia whose smooth functioning requires coordination among the different members.2. it cannot guarantee that it will not encounter difficulties relating to the quality or reliability of its services.2. 4. Although recent years have been marked by a growing sensitivity to these problems from economic actors. it cannot guarantee that there will be no breaches. 4. financial situation.CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities 4. Although the Group tightly controls the quality of its services.1. particularly 16 . In addition. and in particular with respect to workplace health and safety. Although the Group deploys significant efforts to ensure compliance with such regulations. which may make it difficult to manage or even to complete the project. results of operations and prospects. RISKS RELATING TO THE GROUP’S ACTIVITIES 4. or more generally to its ability to provide the level of service announced to its customers. and to control technical events that could affect and delay progress on the project. particularly in light of the cost-reduction policies of public and private actors. in particular with its customers. The essential skills for performance and profitability of a project are the Group’s ability to accurately foresee the project’s costs. in certain industrial sectors and/or geographic markets. Risks relating to workplace health and safety Because human resources are the basis of the Group’s activity.1. to correctly assess the various resources (in particular human resources) necessary to carry out the project. Risks relating to the “green economy” The Group intends to participate in the development of the “green economy. the Group relies on significant projectmanagement and site-management expertise. leading to delays in payment for its services or damaging the Group’s reputation.2. results of operations and prospects. This reputation has enabled the Group to consolidate its position and has strongly contributed to its growth.

Furthermore. qualification and reliability identical to those of its permanent employees.4. The Group’s employees working in the Oil & Gas and Nuclear activities are particularly exposed to risks relating to their work site and working conditions. their activities. attract. This could lead to a decrease in the quality of services or to a higher rate of work-related accidents. financial situation. financial situation. Finally. which could. It cannot guarantee that such temporary workers will always have a level of training. the Group could be subject to claims relating to any damages incurred by its customers with respect to their assets. These include Hochtief’s Service Solutions in Germany in 2013. the Group faces strong competition in its sectors of activity. in turn. the Swiss companies Connectis and Softix. which are dangerous by nature.6. The Group intends to continue to develop and expand its business through acquisitions of small and 17 . such regulations are subject to regular updating. the Group could encounter difficulties in recruiting and retaining qualified employees. or industrial sectors in which it operates. which could have a material adverse effect on its business. Moreover. at their work site or whilst travelling to or from work. In addition. maintenance and renewal of a large variety of skills in order to respond to changes and market expectations. results of operations and prospects. the growth of the Group’s activities requires the acquisition. train. non-authorised use or wrongful behaviour or any illegal act committed by the Group’s employees or by any other person entering customer premises in an unauthorised manner in connection with the performance of the Group’s services. or to the loss of authorisations or qualifications. increase customers’ project costs and significantly increase the Group’s operating expenses. tools and machines could have unanticipated effects on the working conditions of the Group’s employees. the Group’s employees may be exposed to materials that. to train its staff in new technologies. results of operations and prospects. during periods of rapid economic growth. resulting in a risk of increased salary costs and lowered service quality.2. 4. operating in technical maintenance services in the Netherlands. The Group’s adaptation in order to comply may generate significant additional costs.5. The Group may be unable to find qualified candidates. Such claims could be significant and could affect the Group’s reputation. this could have a material adverse effect on its business. as well as numerous small acquisitions which have enabled the Group to consolidate its offerings and its presence in these geographic markets. could in the future prove to be dangerous for human health.2. new technologies. If the Group does not succeed in meeting its human resource challenges. The Group is exposed to risks of accident of its employees. and the business of Numac in 2015. results of operations and prospects. even if they are not currently considered to be harmful. as well as the implementation of new procedures. integrate or retain a sufficient number of qualified employees. oil or gas facilities and are therefore potentially subject to risks relating to incidents or accidents affecting such facilities. The occurrence of such events could have a material adverse effect on the Group’s business. which could damage its activities and its growth. Moreover. retain and motivate highly skilled technical personnel. negatively affect the Group’s reputation and business. the Group has grown in recent years through the successive acquisition of several regional service platforms. Despite the attention paid to safety and working conditions. success depends on the ability to identify. As a result. Dangerous working conditions could also lead to significant employee turnover. financial situation. a key factor in its development. or to recruit and train the necessary management personnel in the geographic markets 4. the Group cannot exclude the possibility of increased frequency and size of work-related accidents and illnesses. for certain of its activities the Group uses a significant number of temporary workers.2. the Group’s employees provide services at premises and other locations belonging to or operated by its customers. Risks relating to acquisitions In addition to organic growth. suppliers of services and information and communication technologies in 2014. As a result. Risks relating to employees and temporary workers In general. as occurred in the past with respect to asbestos. The Group may be unable to successfully attract. Some of the Group’s employees work in or near nuclear.CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities the Group and against the employer entity relating to the violation of these provisions. services. 4. Risks relating to hiring and retention of key technical employees In technical services activities. Moreover.

Risks relating to corruption and ethics In connection with its activities. the Group may encounter corruption-related risks. Finally. results of operations and prospects. may be difficult. . In general. • acquisitions could require increased attention by the Group’s management. in particular with respect to anti-trust authorisations. 4. a failure of the Group’s subcontractors to meet their contractual obligations or comply with applicable law or regulations could harm its reputation and have a material adverse effect on its business. However. it could be subject to civil and criminal sanctions. in the event a subcontractor provides unsatisfactory services. In addition. results of operations. the Group may encounter difficulties that include the following: • identification of appropriate targets. Furthermore.8. subcontractors or 18 . 4. • the acquisitions could lead the Group to bear more significant liabilities than those calculated during the due diligence phase of the acquisition. for which the Group is present in some countries that have high levels of corruption. the Group could be required to carry out additional work or provide additional services to ensure the adequate performance and delivery of the contracted services. • the assumptions made in the business plans of the acquired companies may be incorrect. In connection with this growth strategy. • the acquisition of a new company could lead to the loss of certain key employees and contracts. in particular with respect to synergies and performance. its ethics. damage its reputation and could impair its ability to compete to new contracts. in particular through its Oil & Gas activities. • the Group could be forced to sell or limit the external growth of certain enterprises in order to obtain the required regulatory authorisations for these acquisitions. financial situation and prospects. The Group has implemented employee policies. As a result. the Group is exposed to its subcontractors’ operational control risks with respect to the qualification of their employees and their compliance with employment law and immigration law. Thus. suppliers. and • the acquisition of new companies could create unexpected legal constraints. financial situation. or applicable legal regulations and requirements. to the detriment of other activities. In extreme cases. the expected profits from future or completed acquisitions could fail to materialise within the time periods and to the levels expected. business.CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities medium-sized companies that meet its strategic and financial criteria. performance or other deficiencies on the part of its subcontractor could result in a customer terminating its contract. it cannot guarantee that its employees. certain subcontractors may prove to be uninsured or to lack sufficient resources to cover customer claims resulting from damages and losses relating to their services.REGISTRATION DOCUMENT 2015 / SPIE SA other commercial partners will comply with the requirements of its code of good conduct. results of operations and prospects. • integration of new companies could lead to substantial costs. it is exposed to risks relating to managing subcontractors and the risk that such subcontractors may fail to perform the agreed-upon satisfactorily and on a timely basis. Such a situation could expose the Group to financial liabilities. Such a situation could affect its ability to perform its obligations or customers’ expectations and comply with applicable regulatory requirements. The occurrence of such events could have a material adverse effect on the Group’s reputation.2. as well as to delays or other financial and operational difficulties. in particular significant fines or even exclusion from certain markets. procedures and training with respect to ethics and anti-corruption regulations. financial situation. which could have a material adverse effect on the Group’s business. either in whole or in part. Risks relating to subcontractors The Group provides certain services to its customers through subcontractors acting in the name and on behalf of the Group which retains responsibility for the work performed by its subcontractors. in line with the Group’s external growth strategy. If the Group were unable to enforce compliance with its anti-corruption policies and procedures. • the realisation of the expected financial and operational synergies may take more time than foreseen or fail to occur.2.7.

tend to reduce their investments. more generally. The public sector represented approximately 14% of the Group’s consolidated production during the financial year ended December 31. such as acts of violence. on the Group’s activities. to a limited extent. provide less flexibility than private sector contracts. Certain of these contracts also contain terms that fall outside ordinary-law arrangements. could negatively impact the development of the Group’s activities. the nuclear industry regulatory framework is becoming stricter and more difficult to implement. leases and other agreements. and renegotiation or cancellation of ongoing contracts. the Group’s facilities and employees face numerous safety risks in these regions.CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities 4. In addition. terrorism and harm to their property or physical integrity. a number of countries in these regions have experienced varying degrees of economic and political instability. Germany and the Netherlands. in particular. permits. Oil & Gas players. in particular its tubular supply activities for drilling and oil installations. the Group may be unable to terminate unilaterally a contract that it deems unprofitable. In addition. in general and.2. such as the European Union rules on calls for tenders. it cannot assure that these measures will be fully effective. which increases the financial resources necessary to ensure compliance with such regulations. operations and future profitability. especially since the accident at the Fukushima site in Japan.2. which could have a material adverse effect on its business. results of operations and prospects. such as temporary closings of facilities for periodic security inspections. the Group is subject to many restrictive standards imposed by the French. The Group cannot guarantee that its customers will not exercise their early termination rights or that they will renew their contracts upon expiry. Early termination or non-renewal of the Group’s major contracts could negatively affect its reputation. any prolonged suspension of its customers’ activity for regulatory reasons.9.2. 19 . in certain cases and subject to certain limits (in particular subject to indemnification). violent conflicts and social unrest. which in turn. as well as the nature of contracts entered into with public sector entities. As its nuclear industry customers. Finally.10. financial situation. such as pricing terms. monetary restrictions. more stringent regulatory requirements may negatively impact the long-term growth of the nuclear industry. could lead to significant work stoppages for the Group’s teams.2. Due to regulations with regards to government contracts. permit the counterparty unilaterally to modify or even terminate the contracts in question. Moreover. Risks relating to early termination or non-renewal of material contracts A significant portion of the Group’s maintenance and services activity comprises fixed-term contracts that include early termination clauses to the benefit of the customer. including in the United Kingdom and France and. In addition. The occurrence of such events could have a material adverse effect on the Group’s business. specifically in Africa. for a limited number of contracts. called OCTG activities (Oil Country Tubular Goods) operated in Angola through the joint venture SONAID. 4. 4. the costs of which may not be passed on to the customer charge pursuant to the contract. financial situation. Although the Group has implemented the measures that it deems necessary to prevent this type of event. European and other national and international regulators regarding the operation and safety of nuclear facilities. significant changes in tax laws or regulations. Risks relating to nuclear industry activities In connection with its nuclear sector activity. which. Risks relating to the Oil & Gas sector business The Oil & Gas business is principally present in emerging markets. which impacts certain projects in which the Group is involved and. for the most part in France. In recent years. the Middle East and Southeast Asia. as a result of the evolution of the economic conditions and of the decrease on the oil price. 2015. Moreover. certain terms of public sector contracts. in Belgium. the Group provides services to nuclear industry operators. Risks relating to public sector contracts A significant portion of the Group’s activities is carried out with public sector entities.12. 4. due to the principle of continuity of public services. oil and gas activity may be subject to nationalisation or expropriation in some of the countries in which the Group operates. Political instability includes. civil wars. Finally.11. duration and ability to transfer receivables under contract.

while in the nuclear sector. claims by local authorities challenging the initial tax framework or the application of contractual provisions. results of operations and prospects. More generally. the Group may rely on a limited number of suppliers. public disturbances or acts of terrorism. withholding taxes or other taxes based on payments or investments made by foreign subsidiaries and any other restriction imposed by foreign governmental authorities). financial situation. including gross domestic product volatility. significant interest rate and exchange rate fluctuations. which requires the Group to maintain highly qualified employees in this activity. Risks relating to presence in emerging markets Although a significant portion of the Group’s consolidated production is recorded in Western Europe. the Group cannot guarantee that such customers will in fact renew their contracts and. Risks relating to relationships with certain suppliers For some very specific services. Africa and Southeast Asia. financial situation.2. especially in the sectors mentioned above. results of operations or prospects. Risks relating to dependence on certain customers In connection with its Oil & Gas and Nuclear activities. due to the concentration of players in that market. .15. difficulties in retaining employees. the Group relies principally on its own employees to provide its services due to its customers’ requirements regarding the qualification of staff that may access their facilities. risk of war. that they will not be terminated. difficulties in recovering payment. relative economic instability (as inflation rates frequently are higher and fluctuate more). Although the Group’s activities in emerging markets are not concentrated in a single country. results of operations and prospects. Although the Group generally enjoys long-term commercial relations with its main customers (as with its other customers and commercial partners). a significant reduction in services for customers.2. a significant portion of the Group’s consolidated production comes from a small number of customers. the Group also operates in other markets. the Group’s activities in these countries involve higher risks than in the Western European countries. financial situation. in particular in certain countries in Eastern Europe. social disturbances.REGISTRATION DOCUMENT 2015 / SPIE SA 4. the Group records almost all of its consolidated production with three customers. 2015. more generally. for instance). This is the case in connection with the Group’s communication activity.13. measures to control exchange rates and unfavourable interventions or restrictions imposed by governments (including limits on the payment of dividends or of any other payment made by foreign subsidiaries. as well as any deterioration or changes in relations with such suppliers or any breach by such suppliers could have a material adverse effect on the Group’s business. nationalisation or expropriation of private property (without sufficient indemnification to rebuild the same tool). 2015. since the use of subcontractors is strictly limited. the ten main customers represent approximately 20% of the Group’s consolidated production for the financial year ended December 31. In the Oil & Gas sector the top three customers represent nearly 39% of the Group’s consolidated production in this industry for the financial year ended December 31. informal and unregulated trade. 4. As a result.2. 20 .CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities Finally. The loss of one or more of the Group’s main customers or contracts (such as in the event of non-renewal or early termination. a substantial change in the terms governing commercial relations with the Group’s customers or a default by any of its clients could have a material adverse effect on the Group’s business. In general. the occurrence of these events or circumstances in one of the emerging markets in which the Group does business could have a material adverse effect on its business. often-significant changes in regulations or imperfect application thereof. in connection with its nuclear sector business.14. any shortage or significant increase in prices by such suppliers. 4.

and the autonomy that it gives to its local entities. As a result. Any failure by the Group to comply with a performance undertaking could result in a decrease or even loss of its remuneration. which required the integration of businesses and teams with quite varied practices and policies.19. such as flaws in internal reporting. The Group cannot guarantee that it will succeed in uniformly imposing and implementing the best practices that it has developed for its activities in France. Risks relating to employee relationships In activities that primarily rely on human resources. their occurrence could have a material adverse effect on the Group’s business. in the case of a disagreement between the parties as to the content of their agreement. Such events could lead to interruptions in activities and harm the Group’s reputation. Given the extent of the Group’s activities in Europe.18.2. lead to challenges. this could have a material adverse effect on its business.2. The Group’s growth has historically included various acquisitions. financial situation. 4. financial situation. Risks relating to the Group’s decentralised structure The Group is organised around a decentralised management structure. financial situation. 4. pursuant to which the Group undertakes to reach a particular level of reduction in the customer’s energy costs. it cannot guarantee that no strike. If the Group does not succeed in complying with its performance undertakings pursuant to several contracts. in particular its small customers are often informal and generally consist of pricing agreements that are periodically renegotiated between the parties. results of operations and prospects and affect its reputation. Risks relating to the absence of formalised contracts In accordance with commercial practices in effect in the markets in which the Group operates. results of operations and prospects.16. If the Group does not succeed in effectively managing its decentralised structure. Asia and the Middle East. financial situation. The Group’s strategy favours decision-making and responsibility at the local level in order to permit better adaptation to the local needs of its customers. results of operations and prospects. the renewal terms of these contracts are not formalised and depend to a large extent on commercial relations with the customers concerned. this could have a material adverse effect on its business. a significant number of agreements entered into by the Group with its customers. disputes or conflicts which could have a material adverse effect on the Group’s business. This is the case with respect to energy efficiency contracts offered by the Group. results of operations and prospects.2. or with respect to certain technical services contracts pursuant to which the Group undertakes to provide a level of service quality measured by performance indicators.CHAPTER 4: RISK FACTORS Risks relating to the Group’s activities 4. or to the early termination of the contract.2. Risks relating to performance undertakings in certain contracts In connection with its activities. it cannot exclude the possibility that difficulties may occur in the future. more generally.17. Africa. Although the Group closely monitors these relations. and although it has not experienced any significant labour unrest in the past. or purchase orders. the Group enters into certain contracts pursuant to which it undertakes to reach a particular result towards its co-contractors. claim or other labour unrest will interfere with its activities in the future. This flexibility can result in a less accurate definition of the parties’ rights and. 21 . 4. the maintenance of harmonious relations with employees and employee-representative institutions is a key issue.

4. which could affect its operational performance. the ability of the Company’s subsidiaries to make these payments to the Company may be at risk depending on the changes in their activities or regulatory limits. competition in executive recruitment is strong. 22 .3. invoicing for services carried out on behalf of subsidiaries. . As a result. The Group may be unable to retain the services of executives or key employees. the Group is exposed to the risk that such partners may fail to carry out their obligations. in particular Mr. the Company’s financial statements and the changes thereto from year to year only partially reflect the Group’s performance. RISKS RELATING TO THE COMPANY 4. the Group outsources certain of its information systems in order to optimise management of its resources and improve the efficiency of its information technology infrastructure. As a holding company. or.REGISTRATION DOCUMENT 2015 / SPIE SA Any decrease in dividends paid by the Group’s subsidiaries to the Company.3. The occurrence of such events could have a material adverse effect on the Group’s business. communicating with its customers.2.3 of this Registration Document) or by reason of tax constraints making financial transfers more difficult or expensive. despite the care it exercises in selecting its partners. More generally. could thus have a material adverse effect on the Group’s results of operations. a computer attack or any other cause could have a negative effect on the conduct of the Group’s activities.3. These circumstances could have a material adverse effect on the Group’s business. whether due to a deterioration in their results or due to regulatory or contractual constraints. its principal assets consist of direct or indirect shareholdings in the various subsidiaries which generate the Group’s cash flow. in the future. Management of the Group’s activity is more and more dependent on information systems. As a result. Moreover. the Group could lose customers.20.1.CHAPTER 4: RISK FACTORS Risks relating to the Company 4. In the event of an accident or the departure of one or more of these executives or other key employees. Gauthier Louette. 4. Despite a policy of continuous reinforcement of the resiliency and security of the Group’s information systems and information technology infrastructure. Risks relating to management teams The Group’s success depends to a large extent on the continuity and skills of its current executive management team. a computer virus. Risks relating to potential failures in the Group’s information systems The Group relies on information systems to carry out its activities (in particular with respect to monitoring and invoicing its services. intra-group interest and loan repayments by subsidiaries. to attract and retain experienced executive management and key employees. It therefore relies on the quality of the work performed by its service providers.2. As a result. the Company’s revenues essentially come from dividends received from its subsidiaries. financial situation and prospects. Dividend distributions or other financial flows may also be limited due to various undertakings such as credit agreements entered into by these subsidiaries (see Section 4. any breakdown or significant interruption resulting from an incident. Moreover. financial situation. results of operations and prospects. and the number of qualified candidates is limited. the Group may be unable to replace them easily. part of its know-how and key employees who may follow them. In addition.3. its Chairman and CEO. and also from tax consolidation income as the head of a tax consolidation group and its French direct and indirect subsidiaries of which it holds 95% or more of the share capital. managing its staff and providing the necessary information to the various operational managers in order to take decisions). and do not necessarily reflect the same trends as the consolidated financial statements. in the event that its executive management or other key employees should join a competitor or create a competing business. Risks relating to the holding company structure The Company is the Group’s parent company.

The Group might be unable to refinance its debt or obtain additional financing under satisfactory terms and conditions. conditions in the debt market. financial or industrial conditions. 4. The Group’s indebtedness may have negative consequences.3. The restrictions contained in the Senior Credit Facilities Agreement.2 “Financial Liabilities” in this Registration Document).2. This could activate the cross-default clauses of other Group loans. or even refinance or repay its loans under the conditions stipulated. thus reducing the Group’s ability to allocate available cash flows to finance organic growth. among others. primarily financial. these restrictions could affect the Group’s ability to finance the capital expenditures for its operations.2. such as: The Senior Credit Facilities Agreement requires that the Group comply with certain covenants. make strategic acquisitions.3. Moreover.CHAPTER 4: RISK FACTORS Risks relating to the Company 4. • may increase the Group’s vulnerability to a slowdown in activity or economic conditions. the Group’s ability to: • may require the Group to allocate a substantial portion of the cash flows from its operating activities to financing and redeeming its debt. etc. In addition.3. some of which are beyond the Group’s control. In the event of a default that is not remedied or waived. 23 . and specific ratios (See Chapter 10 “Group Cash and Share Capital” of this Registration Document). investments or alliances. Risks relating to the Group’s indebtedness 4. If the Group has insufficient liquid assets to service its debt. and increase the costs of such additional financing.4. the Group’s ability to honour its obligations. will depend on its future operational performance and may be affected by a number of factors (economic context. and meet other general needs of the business. • make any type of loans. • may limit the Group’s ability to achieve its acquisition policy. the ability of the Group to comply with these covenants could be affected by events beyond its control. • may limit the Group’s flexibility to plan or react to changes in its businesses or the sectors in which it operates. This type of event could have a material adverse effect for the Group. regulatory changes. For example. Risks relating to restrictive clauses in the financing agreements As of December  31. and the contracts relating to the Group’s debt securitisation programme could impact its ability to conduct its business. • make certain investments. even pushing it to bankruptcy or liquidation.2 of this Registration Document).5 million (see Section 10. • create security interests.).3.517. 2015. such as economic.1. • contract any debt or grant guarantees. pay the interest on its loans. Risks relating to indebtedness and financial covenants The Group is also exposed to the risks of interest rate fluctuations insofar as the remuneration on most of its debt is a floating rate equal to the EURIBOR plus a margin (see Section 4. and • may limit the ability of the Group and its subsidiaries to borrow additional funds or raise capital in the future.3. • merge or combine with other companies.3. make investments. restructure its organisation or finance its capital requirements. it could be forced to reduce or defer acquisitions or investment. the relevant creditors could terminate their commitment and/or require that the outstanding amounts be paid immediately. The Group’s failure to meet its undertakings or these covenants could lead to default under the terms of the aforementioned agreements. sell assets. which could have a material adverse effect on its business or financial situation. • pay dividends or make distributions to shareholders. transfer or assign assets. • sell. refinance its debt or seek additional financing. • may place the Group in a less favourable position against its competitors that have a lower debt to cash flow ratio. and limit its ability to react to market conditions or even to seize any commercial opportunities that arise. the Group’s debt amounted to €1. • make acquisitions or investments or enter into joint ventures. or • may limit the Group’s ability to make investments intended for growth. These covenants limit. • execute transactions with related entities.

The occurrence of such events could compromise the maintenance of a negative working capital requirement and thus have a material adverse effect on the Group’s business. Risks relating to goodwill. Such deferred tax assets are recorded on the Group’s balance sheet for the amount that the Group believes it will be able to realise within a reasonable period of time (estimated at five years) and. 4. The Group also bases its forecasts as to the use of deferred tax assets on its understanding of the application of tax regulations. the Group’s working capital requirements have been structurally negative. the Group could experience longer payment periods.1 of this Registration Document). of which €15. goodwill represented €2. If the Group believed that it would be unable to realise its deferred tax assets in future years. which could be challenged by changes in tax and accounting regulations. other intangible assets and other assets As of December 31. Risks relating to maintenance of negative working capital In recent years. the Group may prove unable to realise the expected amount of deferred tax assets if future taxable income and the related taxes are lower than initially expected. the Group’s suppliers could impose shortened payment periods on the Group. In the event of an unfavourable economic situation. before expiry of the losses. in any event. Moreover. it would be required to remove these assets from its balance sheet.1 of the appendix to the financial statements for the financial year ended December 31. in the case of deferred tax assets relating to tax loss carryforwards. in particular due to difficulties that the Group may encounter at the time of performance of its contractual obligations and the completion of the work. the Group could encounter difficulties in invoicing advances on orders. 2015 and the 24 . which could have a material adverse effect on its results of operations and financial situation.5.1.8 million resulted from acquisitions made during the financial year ended December 31.CHAPTER 4: RISK FACTORS Risks relating to the Company 4.3. The Group cannot guarantee that it will succeed in maintaining negative working capital in the future. or by tax audits or litigation that could affect the amount of these deferred tax assets. any significant depreciation could have a significant unfavourable effect on its financial situation and results of operations for the financial year in which such charges are recorded. . As a result of the significant amount of intangible assets and goodwill on the Group’s balance sheet. Conversely. The Group cannot exclude the possibility that future events may lead to a depreciation of some intangible assets and/or goodwill.3. delays in the collection of receivables from certain customers.149 million. Nevertheless. or in invoicing on the terms initially negotiated with its customers. 2015. results of operations and prospects. 2015 included in Section 20. As of December 31. which has enabled the Group to self-finance its external growth.4. 2015. financial situation. deferred tax assets on the Group’s consolidated balance sheet amounted to €245 million.REGISTRATION DOCUMENT 2015 / SPIE SA continuity in the allocation of purchase price of acquisitions made in 2014 (see Note 14.

4. assigned receivables represented a total of €526.525) 286.083 53. 2015 by contractual maturity: < 1 year 2-5 years > 5 years In thousands of euros Total as of December 31.083 114 114 Bank overdrafts Bank overdrafts Interest on overdrafts Other loans and financial liability Financial leases 4.9 million.1.271 12.734 309 receivables to the special purpose vehicle “SPIE Titrisation. “Liquidity and share capital” of this Registration Document.2.1 of this Registration Document).917 53.2.748 55 1. in addition to optimising receivables management and recovery. for total financing of €286. is to enable the Group to gain access to the necessary cash to finance its operations and external growth.125.2.354) (14. • Twelve Group subsidiaries participate as assignors under the programme.866 Interest on loans 3 Other loans and financial liability Derivative instruments FINANCIAL LIABILITY In 2015. 2015 Loans from credit institutions A Facility Revolving Other Capitalisation of borrowing costs Securitisation 1.CHAPTER 4: RISK FACTORS Market risks 4. by preparing cash flow forecasts and by monitoring real cash flow as compared with forecasts.537 309 395. 2015. 25 .171) (11.000 1. acceleration clause) are described in Section 10. the Group entered into a Senior Facility Agreement with a banking syndicate (see Section  10.” The Group manages its liquidity risk through specific reserves. 3. bank credit facilities and reserve credit facilities. In addition. The use of this programme is accompanied by clauses relating to the early repayment of certain bank loans.000 140 246 386 (3.2 of this Registration Document. This transfer of receivables programme provides that the participating companies assign full ownership of their commercial The main stipulations of the existing financing agreements (including covenants.000 50.” enabling them to obtain financing in a total maximum amount of €300 million (see Note 3.000 50.136 3 585 55 4.4. • SPIE Operations participates in the securitisation programme as centralising Agent on behalf of the Group vis-à-vis the depositary bank. 2015).11 of the consolidated financial statements for the financial year ended December 31.121.2 million. The Group also has revolving credit facilities which it can draw down for a total amount of €400 million.113 1.517. Société Générale. default clause.125. The purpose of the programme. For more information on the Group’s liquidity sources. as well as by trying to align the maturity dates of financial assets and liabilities to the extent possible.917 286. assigning their receivables to a special purpose vehicle called “SPIE Titrisation. the Group has a programme for the assignment of commercial receivables with the following terms: As of December 31. The availability of these revolving credit facilities is subject to covenants and other customary undertakings. MARKET RISKS 4.473 7. see Chapter 10. Liquidity risk The table below shows the breakdown by maturity date of non-derivative financial liabilities as of December 31.

Risks relating to interest rates The Group is exposed to the risk of interest rate fluctuations as a result of certain of its debts. The Group’s exposure to interest rate risk is primarily related to its net financial liability.484.8 million for forward sale contracts as of such date.3.517. The Group’s debt generally does not contain clauses requiring it to hedge all or part of its exposure to interest rate risk. leading to additional interest rate expense for the Group.028. they are hedged by SPIE Operations through an internal rate guarantee at market conditions.405.780 1. As of December 31. liabilities. of each year (and are therefore unwound on December 31). and the Group’s outstanding fixed rate debt amounted to €32. In November 2011. as follows: • through an internal exchange rate guarantee agreement for internal Group transactions. In both cases.4. 26 . income and expenses into euros at applicable exchange rates.8 million.484.4. 2015. As a result. 2015.REGISTRATION DOCUMENT 2015 / SPIE SA Foreign currency risks for transactions of the Group’s French subsidiaries are managed centrally by the intermediate holding company SPIE Operations. Unfavourable exchange rate fluctuations can affect the cost of such purchases. of the Group’s revenue. The Group presents its financial statements in euros. and • through exchange rate brokerage for investment transactions. 24.780 946.973 Summary of liability after hedge Fixed rate Variable rate 1.757 1.2%.435 TOTAL 1. for which interest rates are indexed to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin.7%.458.9% and 8. As of December 31. The Group enters into hedges on the market in return for internal guarantees. Fixed rate financial assets and liabilities are not converted into floating rates. and limiting the Group’s ability to service its debt. Risks relating to exchange rates As of December 31.2 million for forward purchase contracts and USD 3. The allocation of the Group’s financial liability between fixed rates and floating rates after hedging is set forth below as of December 31.376.8 million. representing a notional amount of €430 million. even if their intrinsic value remains unchanged. four rate swaps were still in effect.757 1.517.484. EURIBOR could increase considerably in the future.408 32. As a result. 2014.408 4.7 million and CHF 0. 2015 and represented a total of USD 3. entered into 10 new interest rate swaps.537 2.2. a subsidiary absorbed by the Company in 2015. mainly in Swiss franc. When the Group decides to hedge these risks. In addition.435 TOTAL (AFTER HEDGE) 1. it must translate foreign currency-denominated assets. 2015 December 31. These swaps are entered into only from January 1 to December 31. taking account of changes in variable rates (negative EURIBOR).CHAPTER 4: RISK FACTORS Market risks 4. US dollars and the British Pound Sterling. the Group’s outstanding floating rate debt amounted to €1.0% of the Group’s revenue was generated in currencies other than the euro. no interest rate swap had been set in place to cover the new debt.0 million and CHF 5.973 Variable rate 1. reducing available cash flow for investments. As of December 31. foreign currency risk is also hedged when possible through COFACE policies. 4. fluctuations in exchange rates can affect the value of these items in the Group’s financial statements. representing 3. when the Group prepares its financial statements.537 2. The Group also makes purchases in currencies other than euro (principally in dollars). with respect to calls for tender. respectively. The Group examines interest rate risks relating to the underlying variable rate assets and liabilities on In thousands of euros a case-by-case basis. 2014 Summary of liability before hedge Fixed rate 32. 2015. 2014 and 2015: December 31. Clayax Acquisition 4. .405. SPIE Operations hedges on the market through futures contracts. Futures contracts correspond primarily to hedges on the US dollar and the Swiss franc as of December 31.

303 1.000 on equity.619) 3.700 (319) Net commercial risk Financial risk Forward sale commitment Bank credit balance Financial liability risk Forward purchase commitment - - - - - (2.381 1.799) 5.148 (126) 5 Financial asset risk 3.463 1.384 37 - - - - - (5.082 (3. The table below shows the Group’s exposure to foreign exchange risk with respect to the Swiss franc: Commitment current amount (in thousands of Swiss francs) Conversion at the historical rate (a) Average risk exposure Equivalent at fixing rate (b) (in thousands of euros) (in thousands of euros) CHF Potential gross difference (a) .227) 1. revised in exchange for other reserves.232 71 27 .082 (5.CHAPTER 4: RISK FACTORS Market risks The table below shows the Group’s exposure to foreign exchange risk with respect to the US dollar as of December 31.926) 32 (5.799 Import invoices (1.497) 1.109 (52) (8) Net financial risk NET POSITION EXCLUDING OPTIONS The fair value of futures/forwards in USD (qualified as hedging of future flows) is €19.086 (226) 2 Net commercial risk (5.107 (3.384) 26 Financial risk Forward sale commitment Bank debit balance Financial liability risk Forward Purchase Commitment Bank credit balance - - - - - Financial asset risk 243 (224) 1.102 778 279 (2.404) 27 Bank credit balance 138 (120) 1.117) 1.765 (2.421 1.458 6 4.000) or +€64.102 3.570) 1.965) 2. 2015: Commitment current amount (in thousands of dollars) Conversion at the historical rate (a) Average risk exposure Equivalent at fixing rate (b) (in thousands of euros) (in thousands of euros) USD Potential gross difference (a) .518) 290 Import invoices (3.198 1.284 1.421 1.109 (830) (287) 57 (60) 1.241 (2.000 of assets and €(286.739 (3.799) 5.000) or +€82.296 (12) (854) 1.965) 2.530) 33 912 (1.229 (3.000 on the Group’s income statement and of €(78.082 1.700 (319) 3.057 1. 2015.358) 1.(b) (in thousands of euros) Commercial risk Export invoices 2.070 5.246 2.327) 1.070 5.(b) (in thousands of euros) Commercial risk Export invoices 5. A change of +/-10% in the US dollar would have an impact of €(100.556) 5.000) of liabilities as of December 31.109 (3.073 1.381 1.877 (3.377) 1.070 5.895) 1.158 39 NET POSITION EXCLUDING OPTIONS (1.086 (226) 2 Net financial risk (5.246 2.384 37 243 (224) 1.

000 on equity. Although the Group monitors and assesses exchange rate trends on a regular basis and protects itself to such exposure through the use of derivative financial instruments. Overall. 4. LEGAL RISKS 4. changes in the application and/or interpretation of existing regulations by the authorities and/or the courts could also be made at any time. A change of +/-10% in the Swiss franc would have an impact of €(357.5. financial situation and prospects. safety. 2015 and 2014.000 on the Group’s income statement or +€573. net of depreciation. The Group believes that it has very limited exposure to concentrations of credit risk relating to its customer receivables. the carrying amount of financial assets recorded in the Group’s consolidated financial statements for the financial years ended December 31. the Group enters into hedging contracts with leading financial institutions and currently believes that the risk that its counterparties will breach their obligations is quite low.000)or +€436.6 of this Registration Document). the proper application of which is closely monitored. The large number and wide distribution of its customers render the risk of customer concentration immaterial at the level of the Group’s consolidated balance sheet. since the Group’s financial exposure to each of these financial institutions is limited. 2015. results of operations. in particular with respect to industrial. The Group is involved in several competition law proceedings (see Section 20.5. revised in exchange for other reserves. investments and derivative financial instruments. represents the Group’s maximum exposure to credit risk. health and hygiene or environmental standards. Credit risk and/or counterparty risk refer to the risk that counterparty will default on its contractual obligations resulting in financial loss to the Group. the Group could be forced to incur significant costs in order to comply with changes in regulations and cannot guarantee that it will always be able to adapt its activities and organisational structure to these changes within the time periods required. These standards are complex and subject to change. 4. Furthermore. Credit risk and/or counterparty risk The financial instruments that could expose the Group to concentrations of counterparty risk are principally customer receivables. recommendations. In addition. European or international standards could have a material adverse effect on its business. In particular. Although the Group pays careful attention to compliance with applicable regulations. it cannot exclude the possibility that an unfavourable movement in the exchange rates mentioned above could have an unfavourable effect on the Group’s financial situation and results.000) of liabilities as at December 31. such regulations could reduce its operational flexibility and limit its ability to make new significant acquisitions and implement its growth strategy.2. or national. Although the Group has implemented strict internal guidelines.4. 4. Moreover. Risks relating to competition law regulations The Group is subject to competition law regulations at both the national and international level.REGISTRATION DOCUMENT 2015 / SPIE SA Any inability by the Group to comply with and adapt its activities to new regulations. it cannot exclude the risk of non-compliance.CHAPTER 4: RISK FACTORS Legal risks The fair value of futures/forwards in CHF (qualified as hedging of future flows) represents +€3 thousand of assets and €(23. 28 . the Group’s activities in the Oil & Gas sector and the nuclear industry are subject to strict regulations.4. cash and cash equivalents.5. an ethics policy and a compliance programme in order to .1. In the markets where the Group has a strong presence. Risks relating to changes in regulations The Group’s activities are subject to various regulations in France and abroad.

5. (ii) the general limitation on the percentage of French tax loss carry forwards that may be used to offset taxable income exceeding €1 million to 50% for fiscal years ended since December 31.5. The most significant on-going disputes for which the Group has received notice are detailed in Section 20.5. results of operations. Finally. Risks relating to the ability of the Group to use its tax losses The Group has significant tax losses. The impact of these factors may increase the Group’s tax burden and have a negative impact on the Group’s cash flows. the deduction of interest paid in respect of loans granted by a related party and. the possibility cannot be excluded that in the future.3. this limit should deprive it of the ability to make a deduction of approximately €6. 2012 and at 75% for financial years opened as of January 1. monetary claims of a significant amount have been or could be made against one or more of the Group’s companies. 2012.5. 4. whether or not related to current proceedings. Changes in tax legislation could have material adverse consequences on the Group’s tax situation. if found liable.CHAPTER 4: RISK FACTORS Legal risks ensure compliance with regulations. is allowed. Risks relating to the ability of the Group to deduct interest for tax purposes Articles 212 bis and 223-B bis of the French General Tax Code. at 85% for financial years ended as of December 31. 29 . in accordance with Article 212 of the French General Tax Code.4. criminal or arbitration proceedings relating in particular to civil liability. The corresponding provisions that the Group could be required to record in its accounts could prove insufficient. financial situation and results. it cannot exclude the possibility that agreements or transactions may not follow the instructions given and infringe applicable regulations. The occurrence of such events could have a material adverse effect on the Group’s business. A challenge to the Group’s tax situation by the relevant authorities could lead to payment by the Group of additional taxes. 4. The Group is therefore unable to guarantee that the relevant tax authorities will agree with its interpretation of applicable regulations. This could have a material adverse effect on the Group’s business. introduced by Article 23 of the 2013 Finance Law (Law 2012-1509 of December 29. could be brought against one of the Group’s companies. According to the Group. Moreover. environmental matters and discrimination. its effective tax rate or the amount of taxes to which it is subject. In connection with some of these proceedings. Such practices could damage the Group’s reputation and. intellectual and industrial property. subject to certain conditions and exceptions. relating to the risks identified by the Group or to new risks. financial situation and prospects. effective tax rate. restrict the amount of net interest expenses that may be deducted from corporate income tax. the Group’s companies may be involved in a certain number of legal. including (i) the ability to generate taxable income and the adequacy between the generation of taxable income and losses. Risks relating to litigation and investigations in progress In the ordinary course of business. Risks relating to tax laws and its changes The Group is subject to complex and changing tax laws in each of the jurisdictions in which it operates. under certain conditions but subject to limits. new proceedings. administrative. subject to certain exceptions. taxation. The impact of these rules on the Group’s ability to deduct interest expenses from corporate income tax may increase its tax burden and have a significant negative impact on its results and financial situation. expose it to fines or other significant sanctions such as exclusion from certain markets. tax regulations in the various countries where the Group is present may be interpreted in various manners. Moreover.6. or to an increase in the costs of the Group’s products or services in order to collect these taxes.6 of this Registration Document. competition. reassessments and potentially large fines. results of operations and financial situation.4 million in 2016 (based on the current rules and available information at the date of this Registration Document). 4. 2014. and other more specific restrictions relating to the use of certain categories of losses and (iii) the consequences of tax current or future audits and tax-related proceedings. 4. either inadvertently or deliberately. 2012). Moreover. on loans granted by third parties but guaranteed by a related party.5. Its ability to use these losses will depend on a number of factors. under the French rules relating to undercapitalisation.

which can be long and onerous. as well as claims for the cancellation of projects. Claims and counterclaims may involve an award of damages or the payment of contractually agreed upon amounts. Risks relating to claims The Group may encounter difficulties in the performance of its contractual obligations. and the Group cannot exclude the possibility that it will be faced with a major incident not covered by any of its insurance policies. Risks relating to insurance 4. breach of warranties and/ or delay. If the claims are discontinued in connection with commercial agreements or settlements. the Legal and Insurance Department negotiates with the major insurance companies to put in place the best policies to cover the Group’s needs. However. Moreover. Each of the Group’s companies is responsible for providing the necessary information to the Group’s Legal and Insurance Department in order to identify and classify insured or insurable risks at the Group level and implement the necessary means to ensure continuity of the Group’s activities in the event of an incident. they may be the The Group has entered into insurance policies covering a wide range of risks and endeavours to maintain a level of insurance coverage appropriate to the nature of its activity. Such claims may be subject to counterclaims for breach of contractual terms or any other material consequence.6. 4. it relies on partners. such as penalty clauses. The choice of insurance policy is based on a determination of the level of coverage required to cover reasonably estimated liability risks damages or others. it may also initiate claims against them. Furthermore. financial situation and prospects. will be sufficient to avoid a negative impact on the Group. or else those for which the Group believes the risk does not require insurance coverage. suppliers and subcontractors in order to carry out its projects. could have a material adverse effect on the Group’s business. the premiums paid for these policies may grow as a result of the Group’s claims history or as a result of a general price increase on the insurance market. results of operations. 30 . such as automobile insurance. INSURANCE AND RISK MANAGEMENT 4. In addition. insurance policies are subject to customary limitations such as (deductibles and caps).REGISTRATION DOCUMENT 2015 / SPIE SA The local entities also enter into local insurance policies to cover risks that are better suited to local coverage. Moreover. results of operations. suppliers or subcontractors.8. either in their timing or amount.CHAPTER 4: RISK FACTORS Insurance and risk management although the Group believes that many of these ongoing proceedings are covered by existing liability guarantees. if their outcome were unfavourable. the Group cannot guarantee that it will succeed in maintaining its current insurance coverage or be able to do so at a reasonable cost. Insurance policy – Cover of any risks likely to be incurred by the Group The Group’s policies with respect to insurance are coordinated by the Group’s Legal and Insurance Department. financial situation and prospects.1. These proceedings. or the failure to recover sufficient damages or amounts in connection with these claims.6. . The financial costs and charges associated with these claims. 4. not all claims are covered.5.5. the occurrence of several events resulting in substantial claims for damages within a calendar year may have a material adverse effect on the Group’s business and financial situation. This assessment takes into account the valuations performed by the insurers in their capacity as the subscriber of the risks.7. On the basis of such information. The Group may be subject to claims from customers. incomplete work or malfunction. Uninsured risks are those for which there is no coverage available on the insurance market or those for which the cost of available coverage is disproportionate to the potential value of the insurance. subject of judicial or arbitration proceedings. Thus. could thus have a material adverse effect on the Group’s business. there can be no assurance that such liability guarantees will not be challenged or that any resulting indemnity payments made thereunder.

the Group implements an active policy of identifying. By creating a coordinated risk identification. in order to assess the decision on the accepted level of risk and to organise allocation of the resources necessary for accepting risks (risks/profitability). included in Annex 1 of this Registration Document. In light of this. • property damage and business interruption. employees. aimed at best ensuring the growth and protection of its assets and its reputation. AMF recommendation 2013-17 and the recommendations in the report of the working group of the Audit Committee. It ensures that risk management is in keeping with the Group’s strategic objectives. • compliance with the laws. supplementing local policies if the coverage in question proves insufficient or does not cover the claim. the Group may enter into specific insurance to cover certain projects. analyze. and The Group builds sustainable relationships of trust with its clients. It applies to the Group’s fully consolidated subsidiaries.CHAPTER 4: RISK FACTORS Insurance and risk management The Group’s insurance programmes are in the form of master policies supplemented by local policies. property damage and economic loss caused to third parties. This globally coordinated policy of risk identification. It works closely with the subsidiaries and operational and functional organisations. to which it provides its expertise and technical support. include the following: corporate governance and on internal control and risk management procedures. identify. where necessary. inter alia. subscribed with insurance companies of international reputation. • general civil liability covering bodily injury. The master insurance policies are intended to apply to the Group’s activities on a global level.2. also published in July 2010. regulations and internal policies in force. than in the past. In the course of its activities the Group is exposed to a wide variety of risks within the various countries where it operates (see Sections 4. in its daily activities and in its strategic choices. clients. the Group is comprehensively assessing an issue which is fundamental to its growth. partners and suppliers along with environmental interests and those of its other stakeholders. the Group has chosen to apply the principal recommendations proposed by the Reference Framework and the Implementation Guide of the AMF.1 to 4.6. and weigh the risks to which it is exposed. The Risk Control and Internal Audit Department is attached to the Company’s Chairman and CEO and reports to the Audit Committee and the Board of Directors. management and control system. The Risk Control and Internal Audit Department provides information. in particular due to their large size. management and control is described in the Chairman’s report on 31 . Finally. It is in charge of the overall coherence of the process within the Group. and • officers and Directors liability. and more serious. based. • effectiveness and efficiency of the Group’s internal processes. Local policies are also entered into to account for local specificities or constraints in the relevant country or countries. 4. in a context of emergence of risks that are more numerous. including the clients or contracting parties for which the Group companies could be liable. managing and controlling risks of all types. issues warnings and proposes solutions in order to reduce the potential impact the occurrence of identified risks might have on the Group. The Group’s primary policies. and also at protecting the interests of its shareholders. more complex and more diversified. on its ability to manage the risks they transfer to it. Risk management policy In the area of internal control and risk management. The Risk Control and Internal Audit Department was created early January 2015 in order to strengthen the Group’s capacity to anticipate. in certain countries where the master policies alone are not authorised. This policy is aimed at providing reasonable assurances – but does not constitute an absolute guarantee – regarding attainment of the following main objectives: • reliability of financial information. whatever their nature. updated in July 2010. It promotes a consolidated vision of the risk portfolio. The Group’s system is also in line with the reference systems COSO I and II (Committee of Sponsoring Organizations of the Tradeway Commission).5 of this Registration Document).

REGISTRATION DOCUMENT 2015 / SPIE SA .32 .

35 5....... Main future acquisitions and investments ........... legal form and applicable legislation ..1..................... Date of incorporation and term.......... 2015 .................. INFORMATION ABOUT THE GROUP 5.....................36 5.... ACQUISITIONS AND INVESTMENTS..................3......4........3...34 5.1.. 34 5..................................................... Registered office........................................2.....2.........2.....34 5.....1......... Investments made in 2014 and 2015....2.............1..2.... Corporate name ...... United Kingdom The Shell Centre in London is replacing its electrical and climate control facilities. Registration number and place...............34 5...............1............. All the works executed without interrupting the normal site activities testify to the trust shown in SPIE which has been collaborating with Shell for more than seven years.......... Main acquisitions made after close of financial year ended December 31......CHAPTER 5 Shell..........35 5....................... History of the Group .....1...1..................2...........5......................34 5................................1.....36 5.......................34 33 .. HISTORY AND DEVELOPMENT ..

the Group acquired the IS&P division (installation. the Group sold its Spanish subsidiaries in July 2011. France. and (iii) SPIE Trindel. which expanded its operations and presence in the Netherlands. both as an independent provider of multi-technical services with the acquisition in 2007 of other companies present in its business sector. (ii) SPIE Enertrans focused on rail 34 .1 billion. the Group has made several acquisitions in North-Western Europe. AMEC purchased the shares of the minority shareholders and SPIE thus became the Continental Europe division of AMEC. a specialist in electrical engineering and facilities services.1. its construction subsidiary.4. In 2003. the Group sold or abandoned five of its business segments. Germany and Central Europe. Registered office. In 1968. 2011. In May 2015. the Company’s registered name is “SPIE SA”. the Group continued to pursue external growth.1.5. Empain-Schneider sold SPIE Batignolles to its employees and the British company AMEC. SPIE became listed on the stock exchange and its shares are now traded on segment A of the Euronext Paris regulated market. In that same year. to its executives.CHAPTER 5: INFORMATION ABOUT THE GROUP History and development 5. and its subsidiary in Hungary SPIE Hungaria Kft in November 2015. unless it is dissolved earlier or extended by a decision of the Extraordinary Shareholders’ General Meeting pursuant to the laws and Articles of Association. the Group has conducted business under the SPIE name. In 2006. project management and consulting. it operated in three business sectors: (i) SPIE Batignolles specialised in the construction market.1. pipelines (in 2006) and its rail business (in 2007). The main shareholder of SPIE Batignolles at that time was the Empain Group. making Germany the largest Group market outside France. in the context of a share capital increase for a total amount of around €700 million (excluding expenses).1. Registration number and place The Company is registered with the Pontoise Trade and Companies Registry under company number 532 712 825. HISTORY AND DEVELOPMENT 5.1. 5. On the date of this Registration Document. AMEC SPIE continued to expand its oil activity with the acquisition of Ipedex and sold SPIE Batignolles. In August 2011. LLC. including its civil engineering operations (in 2002). History of the Group Société Parisienne pour l’Industrie des Chemins de Fer et des Tramways was founded in 1900 and renamed Société Parisienne pour l’Industrie Électrique (SPIE) in 1946. such as Matthew Hall and Controlec. The financial year ends on December 31 of each year. at that time. Corporate name On the date of this Registration Document. in 2013. under the name AMEC SPIE.2. In addition. legal form and applicable legislation The Company’s registered office is located at 10. 5. an investment fund managed by Ardian (formerly AXA Private Equity) and Caisse de Dépôt et Placement du Québec acquired control of the Company for an amount of approximately €2. the Group acquired the Dutch companies Klotz BV and Gebr. which specialised in engineering. Starting in 2002. in the United Kingdom and the Netherlands. AMEC SPIE was sold to the PAI Partners fund. its operations in Greece run by the company SPIE Hellas SA in July 2015. the Group began to refocus its strategy to become one of the leaders in the multi-technical services markets. Van der Donk to strengthen its position in multi-technical services for buildings and the cable network market.1. In 1998 SPIE Batignolles was renamed SPIE. Dubilier & Rice. For example. 5. Between 2002 and 2006. the energy projects market (in 2004). The term of the Company is 99 years. More recently. In 1997. Société de Construction des Batignolles (founded in 1846) and SPIE merged under the name SPIE Batignolles. 2011 and registered on May 31. the French construction market (in 2003). At the same time. which subsequently became the Empain-Schneider Group. The Group continued this policy to dispose of operations that are no long part of its core business. maintenance and management of data and voice communication and data centre infrastructures) of the Dutch operator KPN. 5. Date of incorporation and term The Company was incorporated on May 27. avenue de l’Entreprise. In 2012. In 2013. the Company is a French joint stock corporation (société anonyme). 95863 Cergy-Pontoise.3. a consortium composed of an investment fund managed by Clayton. . the Group acquired Hochtief Service Solutions activities (multi-technical services). Since that date. The phone number of the registered office is +33 1 34 41 81 81.1. respectively.REGISTRATION DOCUMENT 2015 / SPIE SA transport/traffic and the energy market.

each year the Group acquires or replaces tangible and intangible assets. the Group carried out six acquisitions. both operating in the new multiple dwelling units sector. In Germany. representing an acquired production of approximately €212 million. In July.5 26. specialising in communications.0 100. with each achieving a turnover of approximately €2 million in 2015.1. which specialises in heating. subsidiaries within the same group and leading suppliers of information and communication technology services and solutions. a leading provider of fire detection. thus broadening its offer of services to the energy distribution networks in the United Kingdom. Investments made in 2014 and 2015 During the financial year ended December  31. a leader in technical and industrial maintenance services in the Netherlands. installation and servicing of complex security installations to IT infrastructure. the Group acquired Leven Energy Services.9 341.1 Acquisitions of tangible and intangible assets 34. the Group concluded two acquisitions in December 2015: the company Thermat based in Haute-Savoie. maintenance in tertiary facilities. Numac thus completes SPIE’s customer base and maintenance expertise in the Netherlands. access control and closed circuit television systems.7 1. connecting photovoltaic solar power stations and network maintenance. Connectis and Softix generated sales of CHF 133 million in 2013. The table below detail the Group’s total acquisitions for the last three years: Year ended December 31. Moreover.CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments 5. In addition to acquisitions. the Group acquired the business of Numac. 2015. whose turnover amounted to approximately €58 million in 2015.0 million. plumbing and controlled mechanical ventilation. security alarms. In France. the Group acquired the Fleischhauer group which offers a comprehensive portfolio of multi-technical facility services. 2014 Year ended December 31. 2014. 2013 Impact of change in the consolidation scope 33. based in Puy-de-Dôme. the Group also acquired the companies Connectis and Softix (merged under the corporate name of SPIE ICS AG). Together.1 0.2.9 0.0 In millions of euros Acquisitions of financial assets TOTAL The financing terms for these investments are detailed in Chapter 10 of this Registration Document.0 32. the Group carried out the acquisition of the British company Scotshield. ranging from the planning. In October.2. 2015 Year ended December 31. ACQUISITIONS AND INVESTMENTS 5. During the financial year ended December 31. data and fibre optic networks. which specialises in high and low voltage electrical installations.2 307. electronic and media technology. Amongst others. Fleischhauer generated sales of €45 million in 2013 for an EBIT above 6%. With a turnover of €60 million in 2015.4 74. which recorded a turnover of approximately €1 million in 2015. and the company Villanova. Investments €M68 35 . the Group carried out five acquisitions representing a total acquired production of approximately €123.0 68. renovation. SPIE GmbH finalised the acquisition of the company Cromm & Co GmbH based in Karlsruhe in Germany. In May 2015. the Group acquired the Madaule group in France specialised in electrical installation. In Switzerland.

the Group concluded an agreement for the acquisition of Hartmann Elektrotechnik GmbH. either through acquisitions of limited size in regions where it believes its network is not as dense. a French specialist in managed services. installation. 36 . generating a turnover of approximately €38 million in 2015. 2015. This acquisition was finalised on January 29. which was subject to the approval of the German competition authorities. based in Walcourt near Charleroi in Belgium. 2015. the Group concluded an agreement for the acquisition of Climatisation Réfrigération Industrielle & Commerciale (CRIC).CHAPTER 5: INFORMATION ABOUT THE GROUP Acquisitions and investments 5. 2016. Main acquisitions made after close of financial year ended December 31. . The RDI group employs approximately 180 people located on three sites: Nîmes. 2015. 2016. Main future acquisitions and investments The Group seeks to pursue its dynamic external growth policy in order to strengthen its market coverage and expand its range of offerings.. including Network. 2016. or through larger acquisitions to expand its international coverage or diversify its offerings. 2015 On December 11. Moreover. On December 31. or where the range of its products needs to be supplemented. This acquisition was finalised on January 1.2. a company based in ‘s-Hertogenbosch in the south of the Netherlands specialising in steam installations and networks for the food. pharmaceutical and oil-gas industries. which achieved turnover of approximately €19 million in 2015 and has a work force of 96. 5. It employs seven people and achieved turnover of €1. the Group concluded an agreement for the acquisition of the Jansen Venneboer group. design and integration of IT infrastructure solutions and systems and the cloud. 2016.V. CRIC employs around 30 persons specialising in the installation and maintenance of HVAC facilities in Wallonia and achieved a turnover of approximately €4 million in 2015. 2016. and having more than 300 highly-qualified employees operating from six sites in Germany. commissioning and service. 2015. On April 25. Completion of the transaction is expected by the end of June 2016 at the latest. was completed on January 8. an independent supplier of services relating to installation and maintenance of wet infrastructures. This acquisition.2.2. Automation. On December 31. the Group acquired GPE Technical Services B. during the financial year ended December 31. a company based in Hamburg in Germany which specialises in ICT and mechanical and electrical services. Security technologies and industrial engineering and services – from consulting and design to planning. the Group launched a process dedicated to the sale of its businesses in Portugal (operated by TecnoSpie SA).3. the Group signed an agreement for the acquisition of the RDI group.REGISTRATION DOCUMENT 2015 / SPIE SA On February 16. configuration.3 million in 2014. This process is still ongoing as of the registration date of this Registration Document. based in the Netherlands. Nice and Gémenos (Marseille) and it recorded revenue of approximately €36 million in 2015.

.........59 6....... Pursuing a rigorous operational management policy..... Oil & Gas activities .............................5............55 6... Multi-Technical Services ......................3..6.3.2.........5...........3.............7............. 44 6..42 6.... for the operation...................... Strengthening its presence by participating in sectorial consolidation .. Capitalising on secular growth drivers ....... 59 6.......5....................... 39 6......................2...............45 6.......... Continuing to broadly associate its employees with the Group’s performance .......... maintenance..4................ Implementation of strict control processes to secure the delivery of strong performance by its local management teams .7............................. Differentiated business model with strong customer loyalty....CHAPTER 6 Munich Re...46 6.........7......61 6.. DEPENDENCE FACTORS ...........5..........3.................2..........................43 6...39 6...........................................44 6....................5.43 6.........................4......3.1....................40 6........................................................57 6.... OVERVIEW OF GROUP ACTIVITIES 6............................. 59 6............. Oil & Gas and Nuclear .........3.....1.........2........4.........46 6...............2.. 50 6.... General presentation ....................................................5.. renovation and modernization of the buildings and the technical facilities of its 19 properties...................................... DESCRIPTION OF THE GROUP’S PRINCIPAL ACTIVITIES . STRATEGY .......................61 6...........54 6..... GENERAL PRESENTATION ............ Maintaining recurring revenue flow with strong visibility .............................4.................45 6............................. 46 6..5........4.2........... championed by a highly experienced management team ........................2............4.... Germany & Central Europe ....7........ Capitalising on long-term structural growth factors to continue fostering organic growth greater than the change in GDP through the cycles ...... 38 6... An accretive reinvestment of high organic cash flows in add-on acquisitions .3..... STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP...4..... Activities in the nuclear industry .....7.......41 6.3.............1.7.................................... Attractive financial performance with strong visibility .......................... Regulation concerning matters of job safety and health...........1.....................2..................3.......................... A strong corporate culture... A European leader in multi-technical services .5.....49 6..........................................................3........... Multi-technical services ......2..... France . Oil & Gas and Nuclear ............2.........................................46 6.........2...2...48 6.....................3...........62 37 ...................5........4..1. North-Western Europe .....1.................6......... Germany The insurance group has decided to renew its contract with SPIE until 2023.......2.......52 6...... MARKET OVERVIEW AND COMPETITIVE POSITION ........ Communications .................41 6...........50 6.. LEGISLATIVE AND REGULATORY ENVIRONMENT .. by concentrating on generating income and cash flows ...................

These agreements are generally entered into for periods of one year with automatic renewal or for renewable terms of three years. as well as operation. services representing 19% of the Group’s consolidated production for financial year 2015) to support for operations. voice.  (1) With approximately 600 locations and nearly 38. The Group has developed a profitable economic growth model. extension and refurbishment of existing facilities. 2015 accounted for approximately 46% of the Group’s consolidated production. it posted consolidated production of €5. As part of its Oil & Gas activities.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES General presentation 6. images and information. (ii) long-term structural growth in its markets. operate and maintain facilities that are energyefficient and environmentally friendly. 2015. and communications systems in France.297 million and consolidated EBITA of €351 million. mechanical and HVAC engineering services (1) Company’s estimates based on its 2015 production and the revenue published by the Group’s main competitors for the financial year ended December 31. The Group estimates that in 2015 it was one of the leading global players in oil and gas industry services. services that account for 81% of the Group’s consolidated production for financial year 2015 and with approximately a half represented by facilities extend and refurbish business). In the Oil & Gas sector. 2015) which covers operation and technical maintenance of clients’ facilities as well as providing the necessary means in order for them to function. and (iv) a dynamic policy of targeted acquisitions. 2015. 2015). 2015. The Group’s development is focused on three activities: (i) Mechanical and Electrical Services (44% of the consolidated production for the financial year ended December 31. The Group provides multi-technical services. (ii) Information & Communications Technology Services (22% of the consolidated production for the financial year ended December 31. Finally. the Group is active across virtually the entire nuclear fuel cycle and the corresponding energy production activities (with the exception of ore extracting). as well as in specialised energy services. (ii) North-Western Europe (25% of consolidated production for the financial year ended December 31. Germany & Central Europe (including Switzerland). gas and nuclear industries where it also provides multi-technical services. based on (i) recurring revenues that provide it strong visibility. (iii) Germany & Central Europe (17% of consolidated production for the financial year ended December 31. 38 . as well as local government authorities. data. the Group supports its customers. GENERAL PRESENTATION The Group is the independent European leader in multitechnical services in the areas of electrical. As part of its nuclear activities.REGISTRATION DOCUMENT 2015 / SPIE SA . improvement and maintenance of communications systems. most of them bolt-ons. which covers installation and renovation of mechanical. the Netherlands and Belgium. electrical and heat systems. 2015).1.000 employees worldwide as at December 31. and (iii) Technical Facility Management (34% of the consolidated production for the financial year ended December 31. as well as North-Western Europe (primarily the United Kingdom. which covers facility. with its technical expertise in more than 30 countries. ranging from design and installation (new facilities. Agreements entered into by the Group as an integrator often involve maintenance activities associated with the provision of installation services. 2015). 2015). ventilation and air conditioning. the Group’s activities focus on production and commissioning of new technical facilities. the Group has thus completed 98 acquisitions. The services offered by the Group cover the entire life cycle of its customers’ facilities. maintenance. the United Kingdom. The Group organises its activities around four operating segments: (i) France (43% of consolidated production for the financial year ended December 31. (iii) strict control processes aimed at ensuring strong performance by local management teams. principally large domestic and international oil and gas companies. In 2015. and in the financial year ended December 31. mechanical and HVAC engineering services and communications systems. Netherlands and Belgium) for a large portfolio of customers consisting notably of businesses in the tertiary. carried out primarily in France among large operators. manufacturing and infrastructure sectors. build. primarily including electrical. 2015). For the financial year ended December 31. the Group supports its customers to design. It has developed a strategic position focused on regions where the market structure and growth dynamics match the Group’s business model and allow for leading positions. the Group estimates that it is the third largest player in multitechnical services in France and one of the major players in Germany. the Group’s business model is aimed at favouring projects that generate annual production of under one million euros and avoiding major one-off contracts that present higher levels of risk. The Group also maintains a strong presence in the specialised sectors of the oil. Since July 2006. 2015) and (iv) Oil & Gas and Nuclear (15% of consolidated production for the financial year ended December 31. The Group is also one of the three largest players in France in technical services specialising in the nuclear industry. maintenance and rehabilitation (asset support.

the Group has greater negotiating power vis-à-vis its suppliers. in the multi-technical services industry. The Group’s strong foothold on European markets and its offering of leading multi-technical services will allow it to (i) benefit from a differentiation factor from local players.2.2. regional and global operations.1. The Group stands out from other major players in multi-technical services in that it operates its businesses independently compared to a group involved in energy. 2015. including more than 530 concentrated in five major countries (France. allowing it to achieve economies of scale as part of its procurement policy. the Group is the leading independent player in France. The Group is in a position to serve local. A European leader in multi-technical services 6.1.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group 6. The independent European leader in multi-technical services (1) The Group provides multi-technical services in the areas of electrical.1. with employees directly associated with the success of this strategy. or maintenance and operating support for offshore platforms in the Oil & Gas sector. its consistency and its focus on multi-technical services have allowed it to successfully develop these activities and strengthen their profitability. the Netherlands. 6.2. and close proximity is essential to understand and anticipate (1) The Company’s estimates based on its 2015 production and the revenue published by the Group’s main competitors for the financial year ended December 31. The Group’s services cover the entire life-span of its customers’ facilities (from design and installation to maintenance and operating support services). mechanical and HVAC engineering services and communications systems.2. Moreover. A technical services offering operated through a high density local network The Group offers its services based on a dense local network of approximately 600 locations. as well as specialised energy-related services. 39 . positioning it well to participate in sector consolidation. with a strategic position focused on regions where the market structure and growth dynamics match the Group’s business model and allow for leading positions. the Netherlands and Belgium).4.2. Historically. A leading multi-technical services platform in the most attractive European markets The Group is the independent European leader in multi-technical services (1).1. in a market characterised by a gradual shift from the local player level to larger national actors. STRENGTHS AND COMPETITIVE ADVANTAGES OF THE GROUP The Group is the independent European leader in multi-technical services (electrical. allows it to allocate its cash flow to promote consistent growth in its activities.1. Belgium. United Kingdom. construction or concession activities. regional and global clients and to accompany them in their local. (1) The Group is also a major player in specialised technical services dedicated to the oil and gas and nuclear energy sector. 6. services must be adapted to the specific needs of each customer. mechanical and HVAC engineering services and communications systems). the Group has chosen to focus its activities on multi-technical services and has gradually extended its geographic footprint and expanded its range of service offerings. because of its size. by addressing their growing needs for multi-technical expertise. The Group believes that. mechanical and HVAC engineering services and communications systems. As of the date of this Registration Document.3. civil engineering.1. the United Kingdom and Switzerland. the Group offers its customers mission-critical technical services for their activities and focuses on high value-added technical services. Germany. particularly among international customers seeking service providers for all their European facilities. such as the maintenance and management of data centres in the banking sector. The homogeneity of its portfolio of activities.2. its independence from a more extended group. where it considers itself to be amongst the major players. The Group further benefits from a strong presence in Germany. An offering of multi-technical services concentrated on highly value-added technical activities Leveraging on its teams’ expertise.2. Moreover. 6. as well as in specialised energy sectors. in electrical. 6. and (ii) increase its market shares. while giving it wide operational flexibility.

etc. which are generally combined with the integration services offered. the Group believes that it benefits from a strong brand image and a reputation for high service quality among its customers.).CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group customer needs.2.REGISTRATION DOCUMENT 2015 / SPIE SA . Moreover. players in its reference markets in the oil and gas sectors. Recognised for the quality and reliability of its services. 6. Its service offering is supported by qualified and highly motivated teams: 96% of the Group’s workforce is comprised of skilled employees. The Group believes it among the three largest players in France in specialised services to Nuclear industry. as well as the expectations of these customers in terms of quality and services offered. maintenance services. afford the Group strong visibility as to revenue growth.2. as well as the diversification of its customer portfolio and the markets in which it operates. specifically through a strong employee shareholder base (more than 14. HVAC. with contracts generally entered into for periods of three years. which constitutes an attractive market and benefits from high margins. The qualification level of its workforce allows the Group to deliver value-added services. The Group has specifically implemented several training centres to spread technical expertise throughout its various subsidiaries and exploit it in all sectors of its core business. 6.6.5. It also involves its employees in the business results. and thus delivering high-quality services within very short timeframes. for the financial years 2012 to 2015. maintenance services accounted for approximately 46% of the Group’s consolidated production. the Group has developed strong relationships with a loyal customer base allowing it to benefit from a multitude of long-term commercial relationships as well as a high client retention rate. ICT. including in the Oil & Gas industry despite the recent lower oil prices (see Section 6. through the establishment of a growth compounding business model focused on high cash flow generation. For the financial year 40 .1. The Group believes it is one of the leading global Finally. the Group’s business model is intended to favour small-sized projects which may be coupled with larger multi-year framework contracts. of which approximately 20% are managers and specialists and approximately 76% are employees with a technical qualification in various field of operations (electricity. and avoiding large one-off contracts with a higher level of risk. 6. the services offered by the Group cover the life-span of nuclear plants. which benefits from long-term growth drivers.2. For the financial year ended December 31. the Group’s business model. recurring clients have represented almost 75% of the production for the France segment and for Nuclear activities.1. fast-growing and high-margins energy industry Moreover. Differentiated business model with strong customer loyalty The Group has developed a broad range of integrated technical service offerings to target the needs of a wide variety of clients operating in diverse end-markets. In the nuclear industry. Growth in maintenance contracts is thus a critical factor in the Group’s business model. in the countries in which it is active. has historically protected it during periods of economic slowdown affecting a segment of activity or a geographic region in which it operates. A strong local footprint is also a key driver of performance and efficiency and gives the Group the ability to optimise and leverage resources. with recurring revenue flows with strong visibility. Thus. as well as the Group’s performance in terms of safety. A strong brand and technical expertise recognition. 2015. for which it provides high value-added solutions and missioncritical technical services for its clients’ activities (including support for the operation and maintenance of oil facilities and in-house client competence development and training). or one year but with automatic renewal.2. fuelled by a highly skilled and motivated workforce involved in the Company’s performance With over 100 years of experience. mechanical. due in particular to the announced decision to extend the lifetime of existing nuclear reactors and to an increasingly complex and stringent environment requiring the intervention of highly qualified and experienced personnel.4 of this Registration Document). the Group believes that its extensive footprint throughout certain countries and its client-centric approach further allows it to address the growing trend amongst customers toward the outsourcing of their technically complex non-core service operations to providers capable of covering all their facilities. The Group enjoys a strategic presence in the technical services to energy operators.2. as well as strong long-term growth potential.000 employees in the Group participated in the employee share offering in 2015) and a policy of applying variable compensation closely linked to the business financial performance (EBIT and cash flows from the relevant operating unit in question). Moreover. A strategic presence in a specialised.

The competence and experience of its local management teams have allowed the Group to develop a strong business culture thriving on strong performance and risk management. in all the countries in which it operates. fostering high employee motivation and commitment at all levels of the organisation. individual merit and initiative through clear incentives. The Group believes that this embedded culture of local management. 2015. thus contributing to the generation of high cash flows. 6. (iv) shifts in mix of energy production and distribution. 41 . (ii) the strengthening of environmental standards and growing concern for ecoresponsible consumption of energy. Such growth drivers and megatrends include (i) a general tendency towards outsourcing by companies of the highly technical services offered by the Group. The Group also believes it is geared to benefit from the anticipated growth in certain markets (in particular in Europe and in the area of technical energy-related services). Further. thus reducing its commercial dependence. provide it with a diversified business model poised to earn recurring revenues and. is key to rolling out its strategy and successfully reaching of its goals (see Section 6. activity segments and geographic regions. control of local management teams. and highly developed reporting systems. Through a rigorous contracting structure as well as strict invoicing procedures. to effectively address periods of economic slowing. local decisionmaking and responsibility by business management.3 of this Registration Document). whilst leveraging on shared best-practices and expertise throughout the Group. the Group’s relations with its largest clients are distributed among various contracts. in order to adapt to local conditions and take advantage of swift response times to upcoming market opportunities. capitalising on secular long-term drivers and megatrends in the various end-markets in which it operates. of its own practices that are specific to it.3.4. The Group’s strategy emphasises flexibility. its long-standing client relationships. including proactive risk management through the implementation of common financial processes. specifically with regard to the management of working capital requirements and invoicing methods. the Group’s ten largest clients thus accounted for only 20% of its consolidated production. during the integration of new companies. The Group believes that its broad client base with limited concentration in any given end-market. Implementation of strict control processes to secure the delivery of strong performance by its local management teams With almost 600 locations. (iii) enhanced focus on energy efficiency. 2015. the Group monitors implementation. of which over 530 concentrated in its five largest countries. which rewards teamwork. the Group provides for effective collection of its receivables. The Group has developed standardised best practices. 6. The Group’s management closely monitors the deployment and implementation of these processes. the Group operates a dense local network sharing common processes with a view to ensure consistency and strong performance by local management teams. the importance of its maintenance contracts.2. as well as the technological convergence of communications systems (in particular in the areas of cloud computing and external serving hosting segments which are expected to be in high demand). in particular. (v) deployment of new technologies and service innovation. and they are directly responsible for the successful integration of these new acquisitions. Under the oversight of the Group’s general management. Capitalising on secular growth drivers The Group believes that its integrated technical services offerings and leading position as the independent European leader  (1) allow it to seize growth opportunities.2. (vii) renewal and upgrade (1) Company’s estimates based on its 2015 production and the revenue published by the Group’s main competitors for the financial year ended December 31. local management teams are empowered and incentivised to steer focus on local opportunities and source add-on acquisitions (within strict criteria and limits set at Group level). as well as its small average contract size. as it has demonstrated in recent years. in newly acquired entities.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group ended December 31. (vi) trends towards home automation and “smart building” equipment.

the Netherlands. Germany and Northern Europe. In the nuclear industry. in particular in France and the United Kingdom. As fossil fuel trends toward scarcity and its price continues to rise over the long term. The Group also has recognised expertise in many of the technical solutions required to improve environmental efficiency. which have specifically allowed it to undertake the majority of its acquisitions bilaterally (and not as part of competitive processes). the Group believes it is positioned to benefit from the foreseeable long-term increase in demand for technical services in order to satisfy the current need in maintenance services for highly utilised and ageing existing oil & gas production facilities (brownfield) and the additional need for technical services related to upcoming investments in extreme zones and conditions (such as operations in very deep waters). The Group further believes it is positioned to capitalise upon the demand created by increasingly stringent safety and operational regulations applicable to nuclear plant operators.2. Since 2007. smart energy networks and optimisation of IT systems. the Group is concentrating on (i) developing the geographic density of its facilities. The Group believes that many of its technical services solutions and the innovative service offerings it is developing. . as well as maintenance services. 42 . the Group believes it is well positioned to seize external growth opportunities and participate even more actively in the industry consolidation going forward. the Group has demonstrated its capacity to rapidly and efficiently integrate acquisitions and to improve postacquisition operational effectiveness with a proven capacity to systematically implement its standardised practices with regard to financial and reporting procedures. renewable energy production. gas and nuclear energy industry. a strengthening of applicable regulations and more stringent HSE standards globally). as well as by anticipated decommissioning and investments in new plants. such as those in the areas of nuclear energy.REGISTRATION DOCUMENT 2015 / SPIE SA 6. The execution and success of the Group’s external growth policy are favoured by its in-depth knowledge of the markets and its various players. local and national authorities. and (iii) establishing platforms with critical mass from which to build on in chosen markets where the Group does not benefit from a pre-existing local footprint. particularly the United Kingdom. the need for more complex services relating to exploration and extraction. corporate clients and public opinion are increasingly demanding socially responsible energy consumption. the Group has successfully made 98 acquisitions (including 96 bolt-on acquisitions) with significant accretive valuation multiples and representing a total acquired production of almost €2. the installation and renovation of infrastructure.0x.7x for bolt-on acquisitions). as well as to maintain a pipeline of targets that are clearly identified and constantly updated. Since July 2006. It believes it is well positioned to take advantage of the strong growth potential in the “green economy”. (ii) strengthening its offering for existing operational entities. involve maximising energy efficiency and savings. particularly with regard to the generation of operating cash flows. the generation of high levels of available cash flows has allowed the Group to self-finance most of its external growth over the last three years. which the Group believes will increase due to the fact that such processes are taking place in more challenging environments and circumstances (including heightened operational complexity.700 million and an amount of cumulated acquisitions of approximately €935 million.5. Additionally. with potential for the acquisition of local players. and as concerns over climate change are heightened.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group of infrastructure and (viii) an increased need for technical services in the oil. due to the age of the plants and decisions made to extend the lifetime of reactors. Moreover. through a disciplined approach to screening and by selecting acquisition opportunities through the application of strict financial criteria (specifically reflected by an average EBITA acquisition multiple of 7. will continue to offer growth opportunities. with customers for whom energy efficiency and sustainable development are a key area of concern. In the oil & gas industry and despite the recent lower oil prices. Led by a dedicated and experienced team leveraging on the strong involvement of local teams in the identification and subsequent integration of acquired entities. An accretive reinvestment of high organic cash flows in add-on acquisitions The Group believes that the technical services industry in which it operates remains a structurally fragmented industry across Europe offering considerable scope for consolidation and external growth opportunities. With its demonstrated ability to successfully integrate acquisitions and accurately identify acquisition opportunities. reduced to 5. as well as to improve financial performance. the Group believes its leading position in France will allow it to benefit from increased demand for renovation works and upgrades.

Additionally. and implementation of measures resulting in strong cash flow generation and an attractive and stable financial profile. Thanks to its financial policy historically focused on profitability and its structurally negative working capital requirements. Performance indicators 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Production (in millions of euros) 2.2. (v) a more high-performance procurement organisation.3 billion in 2005 to €5.116 3. margin expansion and high cash conversion year after year. the Group has achieved revenue and profit growth. which has allowed it to rapidly deleverage its net indebtedness and will continue to help it pursue its accretive external growth strategy. specifically through simplification of the Group’s hierarchical structure. margin expansion across all operating segments. 43 . (iv) a policy of strict performance benchmarking within each of the Group’s subsidiaries. A strong corporate culture. the multi-technical services industry in which the Group operates is characterised by low capital expenditures. ensuring a common sharing of the Group’s strategic vision and goals.984 4. (vi) extensive adaptability of its cost basis. will continue to help the Group implement its value creation strategy. with production increasing from €2. EBITA increasing from €75 million to €351 million and EBITA margin growing from 3. as well as (vii) a proactive and efficient external growth policy that has allowed it to take positions in new markets and regions and enhance its offerings. 6. and • an alignment of interests with its employees (approximately 53% of whom are shareholders of the Company) coupled with a global incentive policy for all employees. Driven by this team.625 3.115 4.652 3.563 5.664 3. both organically and through the successful integration of numerous targeted acquisitions.6. the skills of its local teams and their ability to deliver.2% to 6.220 5. Attractive financial performance with strong visibility The Group believes it has successfully delivered revenue growth. including: • a deep pool of qualified divisional and country managers further supported by a highly skilled workforce with a recognised degree of technical expertise at all levels (as of December 31 2015. the Group has developed a strong business culture based on solid fundamentals.3 billion in 2015. (iii) strengthening of its network density. the Group believes it benefits from high cash flow generation. The Group has demonstrated a solid history of growth in earned revenue.2. championed by a highly experienced management team The Group is managed by a team consisting of 17 members of the General Management Committee in addition to the Chairman & CEO. talent recognition and bestin-class HSE procedures ensuring a favourable work environment and a high level of employee retention compared with industry peers.332 2.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strengths and competitive advantages of the Group 6.7.297 EBITA (in millions of euros) 75 97 129 166 197 220 243 262 298 334 351 Cash Conversion ratio (%) N/A N/A 176 156 96 124 106 100 110 102 105 The Group has been able to achieve this performance specifically though (i) proactive management of its business portfolio. (ii) ongoing optimisation of its organisation. which has allowed it to offer broader coverage to its clients and increase its proactiveness in the face of local demand. Under the leadership of this highly experienced management team. with extensive experience in the multi-technical services industry and an average experience of 17 years in the Company.661 3.6% during the same period. which has allowed it to focus on the most attractive and profitable market segments. The Group believes that the industry knowledge of its senior management team. 96% of the Group’s employees were qualified). • an emphasis personnel development and safety through institutionalised training. as well as its productivity. and improved profitability (measured by its EBITA margin) in all its activity segments since 2005.

and lastly the acquisition of Hartmann Elektrotechnik GmbH in the ICT sector in Germany. Furthermore. covering services offered by the Group in the areas of energy. The Group also aims at benefiting from the development of the demand for smart solutions. as it did during the financial year ended December 31.1. including the “smart” layout of cities. “Energy”. and electrical and mechanical equipment with.REGISTRATION DOCUMENT 2015 / SPIE SA . the Group is continuing to develop a line of services in the fields of hydroelectricity.  (1) the Group seeks to capitalise on the attractive growth opportunities offered in the various markets in which it operates. reducing their energy bills and addressing their sustainable development challenges. Capitalising on growth opportunities in its key markets Benefiting from the quality of its integrated services offerings and its position as an independent European leader. covering the various areas of industry services. the Group has focused its strategy on the following principal lines. 44 . operating in energy distribution and transmission network services in the United Kingdom. the development of smart systems that optimise energy expenses. mobility. The Group also seeks to pursue the geographic diversification of its activities by seizing opportunities that arise in regions or countries where its presence is limited or non-existent. 2015. a service offering for energy performance ranging from design to the operation and maintenance of low-consumption buildings. The Group specifically hopes to benefit from the growing trend toward outsourcing of technical services in the manufacturing and retail sectors by businesses seeking to reduce the share of their fixed costs. with the spread of renewable energies. Leven Energy Services. With increasing use of technology in equipping buildings. as well as techniques such as anaerobic digestion and waste combustion. It is strongly positioned to address problems of energy efficiency and energy savings. group equipment and safety. 2015.1.3.3. Serving the development of the “green economy” The Group seeks to contribute to and benefit from the development of the “green economy”. The Group seeks to concentrate on services aimed at enhancing its clients’ properties. particularly nuclear energy and renewable energies.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strategy 6.2. The Group also intends to continue reinvesting part of its available cash in targeted acquisitions. This diversification covers first of all the end-markets targeted by the Group so as to further extend its scope of activity.3. Relying on its expertise in each of its activities. It will thus continue to develop its expertise in state-of-the-art areas such as energy efficiency. i. 6. The Group is also pursuing the diversification of its activities. STRATEGY The Group is focusing its development and its offer on four strategic segments: “Smart City”. mainly in Europe. mainly with the acquisitions of the business of Numac. increase the visibility of their maintenance budgets and limit costly and risky internal maintenance work. 6. (1) Company’s estimates based on its 2015 production and the revenue published by the Group’s main competitors for the financial year ended December 31. “E-fficient buildings”.3.1. particularly for communications infrastructure. for example. as well as Oil & Gas. fostered by the long-term increase in energy prices and domestic and international concerns over climate changes. and “Industry Services”. combining information and communications technology.1. smart grids and information and communications systems that enable working together while limiting travel. particularly for automation. as with the acquisition of Hochtief’s Service Solution activities in Germany in 2013. a leader in technical and industrial maintenance services in the Netherlands.e. Capitalising on long-term structural growth factors to continue fostering organic growth greater than the change in GDP through the cycles 6. safety and comfort measures and energy efficiency. the Group is positioned in the enhanced outsourcing of technical services required due to the complexity of the facilities. solar and wind power. which are pushing public and private entities to implement systems to optimise energy expenditures.

to increase the value of its offering. It hopes to strengthen its monitoring of responses to calls for bids and. an investment programme rolled out from 2015 to 2035 by EDF.1. with numerous small or mid-sized players. the Netherlands and Northern Europe and globally on all markets. The Group seeks to play a critical role in deploying this plan. Capitalising on sectorial trends promoting specialty segments In the oil and gas sector and despite the recent lower oil prices. the United Kingdom. the Group seeks to pursue a strengthening of its market coverage and expand its range of offerings. both onshore and offshore. In the nuclear sector. more generally. The Group is also seeking to capitalise on the demand created by the more stringent safety requirements applying to facilities and more generally the structuring of nuclear activities. 6.3. the Group will further strengthen its rigorous selection policy for the projects in which it is involved. to control its costs. as illustrated by its 2013 acquisition of the Plexal group. and a robust offering of services.3. implement closer management of costs and risks associated with contract implementation and project management as a whole. in terms of both the need for maintenance due to the high utilisation rates of production sites. by concentrating on generating income and cash flows The Group seeks to retain and further develop the effectiveness of its operational management and the quality of its services. The Group seeks to closely associate all its employees with the rigorous management policy. optimise its investments and control its working capital requirements to strengthen cash flows. offering important scope for external growth opportunities for the Group. to increase its profitability by concentrating on contracts with the highest margins. Strengthened by a reservoir of clearly identified addressable targets. a market in which the Group expects to see growing demand from its customers. The Group benefits from the experience of its acquisition activities team. a client the Group has served for a number of years. the Group is seeking to contribute to the expected increase in demand in the long term. an engineering business with expertise in liquefied gas facilities. Benefiting from its internally generated operating funds. and the need for new technologies and more complex services involving exploration and extraction. the Group will thus continue to analyse external growth opportunities through a rigorous selection. Strengthening its presence by participating in sectorial consolidation Although the technical services market has experienced some consolidation in recent years. audit and monitoring process. as well as contract management.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Strategy 6. from support to operations. following the Fukushima accident in Japan. Moreover. its structure remains fragmented. which is aimed at guaranteeing and increasing the availability of nuclear plants as well as extending their lifetime beyond 40 years. Finally. Pursuing a rigorous operational management policy. either through acquisitions of limited size in regions where it believes its network is not as dense or where the range of its products needs to be supplemented. The Group is also positioned to address the increasing need for efficiency and production security. This strategy is inspired by the French example where the Group has both a dense network in most regions.3. The Group seeks to strengthen its presence throughout the entire production chain. the Group seeks in particular to seize opportunities inherent to the implementation of the “Grand Carénage” plan. as well as its margins and cash flows. allowing it to ensure that completed 45 . particularly in Germany. to manage even better its cost structure.3. oriented toward financial performance. based particularly on the Group’s financial performance and safety-related performance. particularly due to the aging of the nuclear facilities. particularly as part of the standardisation required by the French Nuclear Safety Authority (Autorité de sûreté nucléaire) concerning all nuclear sites.2. It will thus continue to implement a variable incentive compensation policy for its employees. or through larger acquisitions to expand its international coverage or diversify its offerings. it seeks to contribute to the growth in production and the transport of fossil fuels. 6. the Group is seeking to strengthen its offerings relating to the decommissioning and rehabilitation of facilities. through regional teams responsible for identifying and analysing addressable local targets and ensuring the successful integration of acquired companies within the Group.3. To that end. It also aims to improve its procurement procedures and conditions.

the Group seeks to increase its recurring activities by continuing to develop locally and by strengthening its long-term client relationships. Belgium.4. Beyond asset support and maintenance services. To that end. The Group also benefits from a strong and growing presence in Germany. Belgium and Portugal). 6. making external growth an essential source of value creation. in this latest operation. more than 14. (1) Unless stated otherwise. (2) Company’s estimates based on its 2015 production and the revenue published by the Group’s main competitors for the financial year ended December 31. The Group also seeks to strengthen the revenue generated through these recurring activities to maintain high cash flow generation and pursue its dynamic external growth policy. 6.000 employees participated in the employee share offering. the Netherlands. with a strategic focus on regions in which the market structure and growth dynamics match the Group’s business model and allow it to take leading positions. as well as the Group’s competitive position and market shares. Multi-Technical Services (3) The Group is developing its offerings of multi-technical services in France. through almost 600 locations. 2015. An active employee shareholder policy is a strategic foundation for the Group’s profitable development. (3) Except for France. 46 .3. retail and healthcare. which offer strong visibility for revenue growth while offering some protection against changes in the economic environment. The European multi-technical services market is characterised by high disparities depending on the country.4. Specifically. Switzerland.REGISTRATION DOCUMENT 2015 / SPIE SA . the Netherlands. thus strengthening and diversifying its activities.4. particularly for past or future growth. MARKET OVERVIEW AND COMPETITIVE POSITION (1) The Group is the independent European leader in multi-technical services  (2). The Group has sought to broadly associate its employees with the Company’s performance by implementing employee shareholder measures in 2006. 2011 and 2015. are based on levels of total revenue of the players in the sector in question. specifically by continuing to focus on asset-support and maintenance services. the Company seeks to continue its policy of employee profit-sharing and to continue to expand the scope of the profit-sharing instruments implemented for its employees.1. Germany. 6. thus leading to approximately 20.5. Maintaining recurring revenue flow with strong visibility The Group’s objective is to maintain a high level of recurring activity. data mentioned in this Section 6. assist the Group’s clients in 35 countries throughout the world. it relies on the strength and momentum of its local teams which.1 do not take into account ICT activities. therefore the presentation below sets forth an analysis of the markets with regards to the main countries in which it has a presence. the multi-technical services market is made up of the following end-markets: • tertiary sector: comprising principally office buildings. where it considers itself to be amongst the main players. the Group is the leading independent player in France in a market characterised by a gradual shift from the local player level to larger national actors. As of the date of this Registration Document.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position  acquisitions are then successfully integrated and their operating efficiency enhanced. 6. the United Kingdom and Switzerland. Central Europe and North-Western Europe (particularly the United Kingdom. Continuing to broadly associate its employees with the Group’s performance A critical factor in the Group’s success is its employees’ adherence to the Company’s plan and their sharing of common values.000 the total number of employee shareholders. In each of these countries.3. data on market size.4.

This trend should continue (source: 2015 Lünendonk Study). • infrastructure: including energy. Strabag. • integrated non-technical (cleaning. generated total revenues of approximately €31 billion in 2015.1. down approximately 3% on 2014. Eiffage Energie. Competitive environment The French multi-technical services market is structured around four types of players: • large subsidiaries of leading French construction groups (Vinci Energies. whilst activity with the private sector fell slightly. Cofely.4. the German multi-technical services market should continue to grow. Germany & Central Europe Germany Market trends The German multi-technical services market generated total revenues of approximately €80 billion in 2015. ROM Technik). 6. the Group believes it is the third largest player. Bilfinger. 2015. basing their strategy on proximity and customer relationships. clients present on this market are opting increasingly for multi-technical service providers so as to group their subcontracting contracts and build lasting contractual relations (source: 2015 Lünendonk Study). • energy management service providers (SPIE. After having seen growth of approximately 5% per year over the period 2010 to 2015. The market is highly fragmented.2. and • a large number of small and medium-sized regional and local players. France Market trends The Group believes that the French multi-technical services market. Getec. Pressure from competition is still a major issue on the German market. and • residential buildings: where the Group has a limited presence. • large national independent players (SPIE.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position  • industry sector: including in particular pharmaceuticals. public lighting. local authorities) impacted volumes. transport and telecommunications infrastructure operated mainly by large national companies. Competitive environment The German multi-technical services market is structured around six types of players: • technical solution providers for major installation or renovation projects (Caverion. • local authorities: including all public buildings (excluding hospitals) and infrastructure owned by regional and municipal authorities (schools.1. In 2015. Wisag. • subsidiaries of energy groups (Engie. In fact. The five largest players covered approximately 37% of the market in 2015. automotive and aerospace. (1) Estimate based on the Group’s production for the financial year ended December 31. even though the largest players have grown by engaging in various acquisitions in recent years.1. In the private sector. Major players now offer all types of services and cover all end-customer markets. Wisag.. etc. The Group is the fifth largest player in facilities management in Germany with a market share of approximately 1% in 2015 (on the relevant market for renovation and maintenance business). in a French market that is still fragmented. in which it operates (i. Wisag). in a context where the various players seek to progressively penetrate their competitors’ service segments. and • various local players. whereas the Trade and Services segments saw a slight decline. mostly addressed by small local players.).4. 47 . • technical facilities management players (SPIE. Cofely. The net drop in public investment (State. 6. Compass. activity with clients in the industry and infrastructures was maintained at the same level. • specialised industrial services providers (Voith Industrial Services.e. Bouygues E&S). With the acquisition of the Hochtief Service Solution activities in 2013. libraries. restoration) facilities management players (Sodexo. Dussman). research centres. This development is boosted by the development in outsourcing and subcontracting technical services. EDF). public and private energy suppliers). Germany is now the Group’s second-largest market. petro-chemicals. although more consolidated than other European markets. Bilfinger). city halls. SNEF). with a market share of approximately 6% (1). not including residential dwellings).

telecommunications and information systems. video and data application services. the Group’s activities are exclusively focused on IT services. (1) GBP 18 billion. the digital sector.4. Competitive environment Competitive environment The Group believes it is the second largest player in the Dutch multi-technical services market with a market share of approximately 4% in 2015. which is the principal enabler of the digital transformation. 6. The Group believes it is the third largest player. primarily in France. (2) Estimate based on the Group’s production for the fiscal year ended December 31. Although business activity seems to be improving slightly. This market is rather fragmented.4. The main medium-term growth factors are cloud computing.3. renewal and transformation of the industrial network. Skanska.3. Mobility and information systems security services will continue to contribute to market growth.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position  6.2. the financial difficulties faced by the main contracting players are a threat to the British market. 2015. The Group believes it is one of the three largest players in the UK multi-technical market. The Belgian multi-technical services market is rather consolidated. 6.1.1.3.4. 48 . Going forward. The UK multi-technical services market is structured around four types of players: Competitive environment • integrated construction groups (Balfour Beatty. Forth Electrical. as the five leading players account together for a market share of approximately 25% in 2015. Switzerland and the Netherlands. The UK multi-technical market is highly fragmented.1.3. • operators core in other services with M&E offering (SSE.8 billion in 2015. Belgium Market trends The Belgian multi-technical services market generated total revenues of approximately €4. with a market share of approximately 6% in 2015.1. pressure on prices remains strong. slightly up on 2014. Market trends 6. SPIE. T. North-Western Europe 6.4.REGISTRATION DOCUMENT 2015 / SPIE SA . This market was valued at approximately €10  billion in 2015. the five largest players amounting to approximately 38% in 2015.3.4. the Dutch multi-technical services market should in particular benefit from a large grid renovation program. Lastly. and the user experience. which covers infrastructures for networks. InterServe). The main growth vectors are increased outsourcing of multitechnical services by industrial and tertiary clients. The Netherlands Market trends The Dutch multi-technical services market generated total revenues of approximately €11. and communications. and • a large number of small and medium-sized regional and local players.2.4 billion in 2015. Germany. Communications The Group operates on the Information & Communication Technology Services market. On the French market. it did not grow this year. Indecision regarding major infrastructure projects and efforts being made to reduce public spending in particular continue to have an adverse effect on the market. Imtech. United Kingdom Market trends The UK multi-technical services market generated total revenues of approximately €23 billion (1) in 2015. Lorne Stewart). Growth on this market was approximately 1% in 2015. and also investment in the health sector.1. with a market share of approximately 2% (2). Laing O’Rourke). At constant exchange rate. • multi-technical service specialists (NG Bailey. Clarke.

communication and collaboration systems. This market should continue to grow during the coming years thanks. The rest of the market is highly fragmented. Dietsmann. and to what are known as the post-Fukushima changes (increased security following the accident in Fukushima). IT outsourcing.3. Middle-East and Asia-Pacific). or continue to fall. local network and wider network solutions (Lan/Man/Wan). (1) Estimate based on the Group’s production for the fiscal year ended December 31. as well as temporary technical staff providers. data centres and the Internet of Things. which had generated total revenues of approximately €12 billion in 2014. collaboration.4. IP Infrastructures and Security. to reach approximately €9 billion. which comprises the operation and maintenance of production facilities on behalf of oil companies (workforce and equipment). investments should remain low. which comprises engineering. Cegelec O&G. in which the Group is active. 2015. network and systems infrastructures. WoodGroup. with a very large number of small local and regional players. in order to guarantee availability of applications: (i) IT outsourcing services for user environments.1. Oil & Gas and Nuclear 6. Visibility on levels of activity in the short. whilst new initiatives for reducing their operating spending are expected. Service offers are made up of two activity segments: The market for technical services to the oil and gas industry covered by the Group comprises three segments: • Consultancy-engineering-integration services encompassing advice. making it one of the major players on the technical assistance and operating maintenance markets. Saipem Ops and. Nuclear 6. experienced a marked decrease in 2015. • production and maintenance segment. 49 .3.2. Petrofac or Ponticelli. Downstream oil markets (refining and petrochemicals) are. maintenance and operated/cloud services in the technological perimeter of Unified Communications & Collaboration. (ii) make efficient. in particular in the Middle East. and (iii) maintenance services associated with technologies. The Group considers that it has a market share of approximately 10%  (1).4. and • renovation projects segment. • new build projects segment. are the Group. procurement and construction (PRC) upgrade of existing offshore and onshore production facilities. 6. The Group believes it is the second largest player in this market. for their part.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Market overview and competitive position  Its aim is to provide a global offer of advice-engineeringintegration services. Oil & Gas Market trends The Oil & Gas technical services market covered by the Group (Africa. oil customer Market trends The market of multi-technical services generated by the production of nuclear electricity. to the renovation work linked to extending the lifetime of plants (the “Grand Carénage” program). to a lesser extent.3. The six largest players currently represent approximately half of the market. less affected by the drop in price per barrel. which comprises engineering. In a context of a depreciated price per barrel which shows no signs of recovery. procurement and construction (EPC) of new offshore and onshore production facilities. Competitive environment The major players in multi-technical services. (ii) technological expertise services and solutions. • Communication and information system support and operation services.4. with a very large number of local players.and medium-term is limited. represented revenues of almost €2 billion in 2015 (ordinary maintenance expenses and investments in the French nuclear power plants). Competitive environment The communications services market remains highly fragmented. design of architecture and technological integration intended to (i) construct communications. in particular. mobile and secure work environments available to users. and (iii) implement systems infrastructures suitable for the digitalisation of businesses and companies.

with few players having the expertise and qualifications needed to work in the specific environment of conventional nuclear plant islands. Through these services. DESCRIPTION OF THE GROUP’S PRINCIPAL ACTIVITIES The Group provides multi-technical services. building technologies (integrated security and safety) and process engineering and implementation (instrumentation.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities As a reminder. for the time being. robotic. It also provides services in IT facilities and communication networks (infrastructure. dismantling remains. and North-Western Europe). a “future” market for EDF. particularly in the context of “energy performance” contracts. 44%.184. HVAC and mechanical engineering services.1. As part of its Oil & Gas and Nuclear activities.1. industrial computing. €1. The Group operates its Oil & Gas activities in more than 30 countries. ventilation and air conditioning. 2015. The market is quite consolidated. specifically by means of customised technologies. extension and renovation of mechanical. Mechanical and Electrical Services. Besides. while its nuclear activities are primarily based in France. improvement and maintenance of communications systems. with EDF. 34% and 22% of the Group’s consolidated production. HVAC and mechanical engineering services. through its expertise in electrical. in three geographic regions: France. telecoms The Group supports its clients in designing.810. 6. voice. which covers operation and technical maintenance of clients’ facilities in three geographic regions: France. Mechanical and Electrical Services and Technical Facility Management The Group’s principal activity consists of providing multitechnical services (Mechanical and Electrical Services – (M&E) – which covers design. (1) Estimate based on the Group’s production for the fiscal year ended December 31. The Group also offers. installation.REGISTRATION DOCUMENT 2015 / SPIE SA .5 million. For the financial year ended December 31. and operational support. extending. the Group also offers multi-technical services in specialised sectors of the oil & gas and nuclear industries. 6. and support in operating and maintaining their facilities.308. electrical and heat systems.1. pursuant to which the Group commits to reducing its clients’ expenses to a certain level. the Group offers solutions that allow its clients to control their energy consumption. This market is characterised by a strong concentration of clients. building. The Group believes it is among the three largest players in the multi-technical nuclear industry services market in France with a market share of approximately 10% (1). services facilities.0 million and €1. the construction of new plants should be launched from 2030. Competitive environment The five largest players account for approximately 66% of the market. General presentation 6. i.5. and Technical Facility Management – (Tech. 2015. Areva and the Commissariat à l’énergie atomique et aux energies alternatives being the three major players. EDF and AREVA considering a “New Model EPR” which is more easily exportable. with the construction of the EPR. FM). in electrical.5. automatic controls. Technical Facility Management activities and Information & Communications Technology Services respectively accounted for a production of €2. images and information).e. renovating. telecoms services and security and safety of buildings.5. data. and North-Western Europe. services and support in those geographic regions dedicated to information and communication systems infrastructure. arbitrage between fossil and renewable energies. 50 . allowing them to reduce their energy expenses by up to 50%. transport schemes management) – (Information & Communications Technology Services – ICT) mainly in France and North-Western Europe.6 million. Germany and Central Europe. Germany and Central Europe.

repair and restoration services for mechanical parts. including connection to the electricity transmission network. which can be controlled remotely by regulating systems that allow for differentiated lighting. the Group is able to offer secured power supplies by installing inverters equipped with batteries and electrical generation groups. the Group designs. allowing it to offer manufacturing. ventilation and air conditioning. small renovation). ventilators and pumps.5. and provides for the routing and distribution of fluids or hot or cold air through networks of pipelines or conduits.5. In mechanical engineering. To mitigate potential network failures. the Group operates either through its own workshops. 6. the Group’s services include (in addition to installation) support for operations and process industrialisation (servicing.1. All these facilities are managed by temperature and flow sensors to ensure optimal comfort to users in all climatic configurations. screens. Electrical engineering In the area of electrical engineering. it offers the design and modernisation of logistical equipment. airport runway sweep systems. It is also active in the enhancement of architectural assets. valves and compactors. particularly in the agro-food and pharmaceutical sectors. from transformers to power supplies for wall outlets. Further. in the area of hydraulics. manufactures and installs or renovates conveyor belts. including electric switchboards.4. repair.5. such as pumps. HVAC and mechanical engineering. as well as automation systems for the management and supervision of industrial processes. Across all of its business lines in electrical. rewinding electric motors.5. The Group is also active as an integrator in the public lighting sector. as well as those fuelled by recycled materials. fluid networks. including illumination solutions. the Group designs and installs of cooling.1. valves. It offers the installation of smart lighting points.5. such as computer centres and network cores for telecommunications operators. compressors. Finally. The Group’s services also include the installation of charging stations for electrical vehicles. It primarily offers design. as well as video-protection systems consisting of the installation of cameras and provision of image storage systems. and transfer of client sites.1. In building interiors. the Group is active in the installation of wood. or by intervening directly at its clients’ sites. the services offered by the Group include procurement of high. highway information signs and highway equipment for toll roads and tunnels. as well as telephone and computer networks. reconditioning diesel engines. grinders. Technical Facility Management The Group has expertise in HVAC engineering.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities 6. The Group also offers services related to low-voltage transmission for security and building-control systems. allowing it to support its clients throughout the entire life-span of their equipment. The Group also implements “smart” lighting (in the tertiary sector as well as in manufacturing and residential). engines.3. It installs three-colour traffic lights. the Group offers all electrical power services for machinery. The Group also offers integrated ventilation and smoke-removal systems (both in highway tunnels and at manufacturing and tertiary sites). in the area of rock and sand quarries.and low-tension facilities. The Group is also active in the area of sanitary plumbing. and implementation of production lines for metering and regulating instruments. The Group’s services specifically include developing customised parts.2. HVAC engineering 6. 6. Finally. The Group offers a 51 . to optimise energy consumption using motion detectors or ambient lighting. supports and robots incorporated into assembly lines.1. thus optimising energy expenditures. The Group also provides for the implementation of terminal equipment for the dissemination and regulation of heat (power. reconditioning valves. specifically at wind or photovoltaic plants that may be parts of turnkey procurements of complete facilities. In the aeronautics sector. such as household waste or even biogas from manufacturing or agricultural processes.or gas-fuelled boilers. temperature). Mechanical engineering In the manufacturing sector. the Group provides for the sizing and implementation of mechanical facilities for drinking water or wastewater treatment facilities. heat pumps and geothermal systems. Specifically. storage tanks and silos. it is active in manufacturing processes requiring very high levels of dust control. the Group’s services cover all electrical equipment. Specifically. The Group is also active in renewable energy production. filtration and ventilation systems for technical facilities that generate high volumes of heat. preventive and corrective maintenance. installation and renovation services for heating. It installs cold production plants.

notably with the 2012 acquisition of the APX IT outsourcing subsidiary. in Netherlands and Germany. particularly in the health sector. with remote diagnostics and patient monitoring applications.292 million. consistent and secure solutions for communications and information systems. the Group holds a strong position in this sector.2. IS&P in the Netherlands in 2013 and Connectis in Switzerland in 2014. electronic and media technology. In energy performance contracts. 2015. including electrical. mainly through its subsidiary SPIE ICS (formerly SPIE Communications). the Group provides multi-technical and communications services. i. integration and maintenance of IP networks and security equipment. Over a half than Information & Communications Technology Services activities is represented by IT infrastructure and communication networks. ranging from the planning. the Group offers its clients unified communications services and solutions for voice. For a complete range of offerings in this activity. 6. 43% of the Group’s consolidated production. installation. an operator of hosted IP infrastructure and services. The Group also offers integrated. and a range of operated and cloud computing services. where applicable. and Southeast and East.200 employees and a dense network of over 270 sites distributed among five geographic regions. offering a wide range of solutions and services. the Group signed an agreement for the acquisition of Hartmann Elektrotechnik GmbH. to a lesser extent. Through these acquisitions. SPIE . the Group also commits to the energy performance levels of the facilities for which it is responsible. user support. The Group offers infrastructure-related services from data centres. Over the past ten years. as well as the necessary mono. France In France. the Group carried out the acquisition of the German group Fleischhauer which offers a comprehensive portfolio of multi-technical facility services.2. Its expertise in technical facilities allows the Group to commit to availability rates and performance levels for facilities. In the financial year ended December 31. and an EBITA of €158 million. 6. Mechanical and Electrical Services and Technical Facility Management The Group offers its services through approximately 13. installation and servicing of complex security installations to IT infrastructure. Île-de-France. data and images.e. 6. the Group has undertaken a certain number of strategic acquisitions allowing it to expand its range of services. the Group integrates “connected objects” in its services. i. 45% of the Group’s consolidated EBITA. the France segment accounted for a production of €2. HVAC and mechanical engineering services. SPIE Ouest-Centre. Information & Communication Technology Services The Group holds a leading position in France in the evolving information systems and communications market. in 2015.1. These services are offered as part of multi-year client contracts that include a commitment to results with regard to services offered (service level agreement).5. maintenance and support for the operation of such centres. to which are added those of APX Infogérance in 2012. technical infrastructure services and solutions for information systems. operate: SPIE Île-de-France Nord-Ouest. respectively. which enables it to reinforce its Information and Communications Technology Services activities in Germany. In the area of IT outsourcing [infogérance] services and maintenance of 52 . The Group also relies on solid service control measures.5. Specifically. Northwest. in which the following subsidiaries. the Group is continuing its rapid growth. Switzerland and.5.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities wide range of audit and diagnostic services.or multi-technical maintenance services to operate its clients’ facilities. Finally. services involving the installation of access control and monitoring systems for computer sites form an integral part of the Group’s expertise.6. In 2014. in 2010 it acquired Sertig in France. West-Centre.REGISTRATION DOCUMENT 2015 / SPIE SA operating conditions. reception or restoration) which are subcontracted to external services providers. such as design. Southwest. Specifically.e. such as auditing and advising on the architecture and security of IP computer networks. The majority of customers of the Group in this segment come from retail service provider sectors. a business specialising in IT outsourcing services. management and support for the operation of networks and systems. from design to information technology management. Facility Management including one or more technical maintenance services combined with one or more services (including for green areas.1. It is the third largest player in multi-technical services on this market. Finally. and VeePee. with high demand for services involving the outsourcing and transformation of communications and information systems. The Group is also capable of providing. largely in France.

which engages in all types of electrical equipment work. and companies in the manufacturing and infrastructure sector. both high-voltage and low-voltage. Finally. asking for its support in the context of that group’s digital transformation and. implementation and IT outsourcing of sustainable and evolving information and communications systems. The nature of the activities of these companies within the Group is directly influenced by their geographical location: whilst industry is predominant in the east of the country. banking and insurance. collaboration. It also provides multi-technical maintenance of the Quatre-Temps Commercial Centre in Paris. in particular. since 2014. the information systems division of the Ministry of Foreign Affairs and International Development assigned to SPIE ICS (formerly SPIE Communications) the provision of IT installation and information management services dedicated to the COP21 organised in November 2015. It also offers transformation and planning services for communication and information systems aiming to support the digitalisation of companies and professions. ministries and government entities).000 employees. Also in 2015. for example. To illustrate. entities in the tertiary sector. Pierre & Vacances and Center Parcs. SPIE Sud-Est and SPIE Est. tertiary. It assists its clients in defining and implementing their information and communications systems. the Group offers services to IT infrastructures and application services relating to communication.000 sites. Lafarge. in 2015 a multitechnical maintenance contract with the Louvre Hotels hotel group was renewed and extended. Following on from these services. which enabled it to reinforce its technical offer dedicated to the new multiple dwelling unit market. the Group is considering acquisition opportunities. in 2011. In 2015 the Group also accepted a contract relating to electrical installations for accommodations located in Seine-et-Marne as part of the Villages Nature project. the Group operates in a range of sectors such as aeronautics. Information & Communications Technology Services In France. Specifically. BNP Paribas. In addition. Maintenance contracts are generally entered into for a renewable term of three years or for a term of one year with automatic renewal (specifically for clients in the public sector). security. In the Technical Facility Management sector. Orange. respectively. The Group has developed solutions and services needed for the design. use and appropriation by users. now covering 113 Campanile and Première Classe hotels. the Group obtained contracts with a view to the deployment of electric charging stations for electrical vehicles in the département of Morbihan and the Burgundy region. since 2013 the Group has participated in a complete reconditioning of an Arcelor-Mittal blast furnace at Dunkirk.2. Total. Using a network of 70 service points. SFR. which allowed it to increase its presence in southwest France. as well as on behalf of BNP Paribas since 2014. as well as the security of three data centres located in France and Belgium.2. in the manufacturing and tertiary sectors. Alstom. the Group’s clients are. Michelin. Airbus and BNP Paribas. and in their optimisation. thus allowing it to directly attain critical size and geographic coverage in three major western cities: Nantes.000 clients for its multi-technical activities. With ENI. Bordeaux and Toulouse.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities Sud-Ouest. which specialises largely in electricity projects in the new public housing sector. as well as the Ministry of Economics and Finance. including. the Group acquired the SOFIP-ENELAT group. health and local authorities and State services. 6. The Group serves all economic players and sectors (manufacturing. To illustrate. to ensure the maintenance and monitoring of calling and alarm centres at over 10. Thus in 2015 the Group carried out the acquisitions of Thermat in Haute-Savoie and Villanova in Auvergne. it had already strengthened its position in southeast Île-de-France by acquiring the company INSTEL. Finally. In 2014. the Group also won a contract for the maintenance of 165 service stations. the Group has been party to outsourcing contracts relating to information systems for five research centres of the French Atomic Energy and Alternative Energy Commission. which was one of the biggest European tourism projects. the Airbus Group. the Group proposes technological integration and support services for the operation of communications and information systems via its subsidiary SPIE ICS (formerly SPIE Communications). In the areas of HVAC engineering and mechanical engineering services. the Group has been active since 2008 on behalf of Orange. in collaboration with Engie. To expand its presence and enhance its range of offerings. The main Large Accounts clients to which the Group provides electrical engineering services include EDF. initiated by Euro Disney. La Banque Postale awarded SPIE a safety-security maintenance contract for 21 financial centres. the Group carried out the acquisition of the multi-technical group Madaule. to ensure the electricity supply for a new data centre. Arcelor-Mittal. a contract with NRJ Group for the comprehensive IT outsourcing of its network was renewed and extended. the SEB group maintained its confidence in SPIE. 53 . monitoring and performance analysis of communications and information systems. nearly 60 agencies and approximately 3. It has over 10. And finally. to handle the migration of its servers to a hybrid cloud. In 2012. mass distribution. economic activity in the west is more focused on agriculture and infrastructure. in 2015. Peugeot and Sanofi.5. Similarly.

In almost all cases. The Group also entered into a new contract for a term of fifteen years with Charité Campus Virchow-Klinikum. Contracts under which the Group provides IT outsourcing services have a duration of between three and six years. Similarly. air conditioning and drinking water supply systems. running up to 2018. MunichRE.5. active in particular in the automobile. ventilation and air conditioning installations.000 users). In December 2015. which offers multi-technical services and integrated facilities and energy management services and a global range of network. Germany & Central Europe The Group operates primarily in Germany. as part of its participation in Global Workspace Alliance. the Group has entered into a contract with Finanz Informatik for completion of a TIER-IV certified data center. To a lesser extent. Munich. a company situated in Hamburg and providing a wide range of ICT and M&E services covering communication networks. relying on SPIE GmbH. the Group has almost 60 sites and has approximately 4. and Large Accounts (including large listed companies such as the Airbus Group. voice. the Group has concluded its first contract with Airbus in Germany. including the design and installation of a cogeneration plant to enable savings of €2 million. In October 2015. transportation. before expiry. Rhine-Neckar. healthcare. In addition. and the conclusion of new contracts. Commerzbank and several public authorities. 54 . Hamburg. a market in which the Group is seeking to develop further. the Group’s second largest market. The Group also provides maintenance services for major telecommunications operators such as Orange. security and engineering technologies and industrial services. . the Group acquired Cromm & Co GmbH. These services include commissioning and maintenance of heating. in the ICT sector. automated systems. to 2023. was renewed for a term of ten years. SPIE GmbH expanded its footprint in Germany. a contract entered into with Munich Re was extended. ministries and entities such as the Ministry of Defence and the Employment Division). made up of well-known industrial players. Moreover. the maintenance contract entered into in 2004 with SI Erlebnis-Centrum. These agreements are generally entered into for periods of one year with automatic renewal. covering heating. Saxony. the Group signed an agreement for the acquisition of Hartmann Elektrotechnik GmbH.REGISTRATION DOCUMENT 2015 / SPIE SA The Group’s clients in Germany represent a wide range of sectors: finance. network and building security. Lufthansa. Berlin etc. Business was done by both extending or renewing existing contracts. A ten-year contract was won with Fujitsu. semi-conductors and automobiles. In the Tech FM services sector. the roll-out of very high-speed infrastructure. North RhineWestphalia. the Group also offers its communications services internationally. video and data services on IP. cooling and electricity production system. and connecting customers to fibre optic (particularly as part of FTTH (“Fibre to the Home”) programmes.3. installation and operation of a combined heating. as well as everyday maintenance of installations and the provision of round-the-clock services. a company situated in Karlsruhe.800 employees. implementation and IT outsourcing of more energy-efficient and environmentally friendly infrastructure. aerospace and petrochemical sectors. A part of the ICT services are offered by the Group through subsidiaries other than SPIE ICS (formerly SPIE Communications). before expiry. The Group serves thousands of clients distributed across two categories: Medium-Sized Enterprises (of between 500 and 5. and include private and public players such as Siemens. These are services that correspond to telecommunications infrastructure such as the installation of mobile telephone hot spots. involving a total of 370 buildings and warehouses. or for periods of three years. SPIE GmbH is present in all major German metropolitan industrial regions (Lower Saxony. network data and the installation of fibre optic and also the supply of associated services.). Hartmann Elektrotechnik GmbH benefits from a broad and solid client base. In 2015. contracts entered into by the Group as integrator contain maintenance activities associated with providing integration services.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities The Group seeks to provide its clients with new services while assisting them in the design. specialising in communication systems. Daimler. for the supply of multi-technical services on five sites in the north of the country. for an additional two-year period. 6. an international group of nine companies active in the area of IT services and present in over 90 countries. Nuremberg. In the M&E services sector. Stuttgart. for the organisation. the Tech FM services contract concluded with Lufthansa Technik AG for its Hamburg site was also extended. In Germany.

This presence was strengthened in 2014 through the acquisition of Scotshield. i. North-Western Europe In the North-Western Europe segment. The Group also expanded its service offering through the acquisition in 2014 of the companies VISCOM System SA and Vista Concept SA. the Group acquired Leven Energy Services. In 2012. In 2015. 6. to facilitate its growth in northern England and strengthen its facilities management business. In 2011. Specifically. specialists in voice. The Group also has strong expertise in the management of critical environment facilities (bank trading desks. i. In the financial year ended December  31.P. The fifteen main clients of the Group in the United Kingdom represented around 57% of the Group’s production in the United Kingdom for the financial year ended December 31. including through the companies Connectis and Softix acquired in 2014 and allowing it to provide ICT services. including Rolls Royce. it has developed particular expertise in 3D energy modelling. In July 2015.4. 17% of the Group’s consolidated production. a company offering a range of installation and maintenance services for fire detection. i. the Germany & Central Europe segment generated production of €901 million. through dedicated tools that allow for the calculation and justification of investments to improve energy performance in existing buildings. which allowed the Group to access the British market for engineering services for electricity transmission and distribution networks. energy facilities. with the support of roughly 620 employees (as at December 31. The Group’s clients in the United Kingdom are both public sector and private sector entities. In addition. pharmaceutical production lines. it offers a wide range of multi-technical services. 2015. the second largest in Belgium and one of the three largest in the United Kingdom.e. the Ministry of Defence. the Group assigned 100% of the shares in SPIE Hungaria Kft. the Group has been active in the Netherlands since 1997 in several phases of design. United Kingdom The Group operates in the United Kingdom via its subsidiary SPIE UK which. as at December 31.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities Outside Germany. testing and commissioning.2. and Electricity Network Solution Ltd.200 employees on around fifty sites. construction and maintenance in various environments: network systems. Across a market that is still unconsolidated. SPIE Polska has. Lloyd’s. 2015. allowing it to position itself as an EDF Energy partner in renovation contracts originating from the socalled “Green Deal” government initiative. data centres) and is developing the capacity to intervene in national multi-site contracts. the Group believes it is the fifth largest player in the market in the Netherlands.4. 6. 2015.5. it participated in restoration of the buildings of West Thames College by improving the facilities’ energy efficiency. manufacturing sites and buildings. the Group believes it is one of the three largest players in its sector. The Group’s presence in the United Kingdom is due primarily to the acquisition of the companies Matthew Hall in 2007 and EI WHS in 2009. Scottish Power. Finally.e. offering a range of technical and assistance services covering mechanical and electric design. 2015). however. installation. and thus expanded its range of services to the energy distribution networks in the United Kingdom. in 2012. In the financial year ended December 31. J.5. the company won the Manufacturing Excellence Award 2015 in the category “Facilities Maintenance/ Property Management” and was elected “Facility Management Company of the Year” for the fifth consecutive year. locks. bridges. Since 2013. Royal Mail Group. the Group also acquired Garside and Laycock and in 2013 joined the British business of Hochtief Service Solution. data and image integration for smart buildings. as well as Semperian. the Group undertook the installation of lighting in the first British road tunnel equipped with linear LED lighting. an electrical engineering business based in Manchester. The Group is also active in Hungary and Poland to a more limited extent.e. and an EBITA of €36 million. 25% of the Group’s consolidated production. the Group carried out the acquisition of the companies Alard. the Group operates mainly in Switzerland where.e. 2015. In Poland.4. Morgan.5. 6. The Netherlands Primarily through its subsidiary SPIE Nederland. had over 3. i. 17% of the Group’s consolidated EBITA. to the Hungarian Dome Facility Services Group. 10% of the Group’s consolidated EBITA. as well as maintenance and long-term facilities management. the North-Western Europe segment generated production of €1. it has been involved in the construction of the new ultra-high technology children’s hospital of Cardiff. access control and CCTV. and an EBITA of €60 million. whose turnover amounted to approximately €53 million in 2014. particularly in the retail sector.310 million.1. It also offers 55 . In November 2015. in 2013. created a presence on the market and has developed a good reputation in terms of service quality.

supplemented by a boiler and carpentry unit. SPIE Belgium signed the acquisition of the company CRIC. These last two acquisitions allow the Group to offer a complete line of digital connectivity services. In 2015. Finally. Its presence has been strengthened in recent years. a strategic naval hub between France. Morocco and Portugal The Group operates in Morocco through its subsidiary SPIE Maroc. In the area of infrastructure.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities maintenance consulting services and develops inspection and maintenance software for manufacturing facilities and networks. the Group is a major player in the area of HVAC engineering services.600 employees. Tangiers. It also executed a multi-technical contract for AKZO in the context of construction of a new plant. 2015. GSK and AKZO.4. the highest vertical lift bridge in Europe (energy installation and electrical operating systems). in 2012 by its acquisition of the businesses of the Vano group (G. both for engineering projects and for recurring work. the Group is active with major industrial players such as Total. active in electrical projects and the solar panel installation sector and in 2011 by its acquisition of the company Chauffage Declercq which specialises in HVAC engineering (installation and maintenance). particularly in 2013. The Group is also active through a number of SMEs. instrumentation and pipelines for the manufacturing and infrastructure sectors. BASF. Solvay. the regions (Brussels. leading industrial maintenance and technical services provider for the industry. the Group initiated a sale process of its subsidiary TecnoSpie SA.4. specialising in maintenance and work on installations in the HVAC engineering sector.REGISTRATION DOCUMENT 2015 / SPIE SA The Group’s client portfolio is balanced. The services provided by the Group are focused on high-voltage electricity.5. This process is still ongoing as of December 31. Rabat and Marrakesh. and the acquisition of Gebr. the Group was involved. low-voltage electricity and ultra-low voltage. the deployment of mobile and fixed communications infrastructure. 6. the acquisition of IS&P in 2013 from the Dutch operator KPN. the Netherlands and Germany. In addition. and holds a solid engineering position in the hospital and banking sectors and in office building renovations. At the end of the 2015 financial year. in work on extending the Botlek bridge. Vano Electro and Vanogroep). which employs approximately 900 people and has five facilities. the Group had over 50 locations in the Netherlands and nearly 3. As of December 31. 2015. In the manufacturing sector. Belgium is one of the Group’s oldest markets. Van der Donk in 2012. 6. The Group also offers a global range of maintenance services. and financial players such as ING for maintenance work and engineering projects. the installation and maintenance of elevators and the assembly and replacement of electricity and gas meters. Flanders and Wallonia) and public transport (the STIB in Brussels. and in modernisation of the cooling system at the Dutch subsidiary of the Sabic group. and its clients operate in the public as well as the private sectors. In Portugal. BP. Belgium. and approximately 1. with the acquisition of the Devis group. the bank ING entrusted the Group with maintenance of its branches throughout Belgium from January 1. The services offered by the Group specifically concern the maintenance of technical facilities in buildings and transportation infrastructure (particularly tunnels and traffic information systems). allowing it to offer a global range of multi-technical services. De Lijn in Flanders and the SNCB nationwide) are the Group’s major clients. among other things. TenneT. J&J.5. as it has been active there since 1946. The range of services offered by the Group covers all multi-technical services and specifically includes high. specifically by the acquisition of the business of Numac in May 2015. Van Overschelde. The Group is active in the Netherlands for both public and private sector clients. and the manufacture of very high-tension pylons and GSM through a dedicated workshop. one of the leading international chemical companies.3. the Group carried out the entire electricity distribution installation on the new lock at Lanaye. . and also on multi-technical services for the commercial sector. Shell. Exxon. Vopak and Sitech. Belgium The Group operates in Belgium and in Luxembourg through its subsidiary SPIE Belgium. 56 . which has 17 sites in total in Belgium. The Group has also traditionally been present in Luxembourg in the HVAC engineering sector (installation and maintenance). In 2015. such as KPN. the activities of which consist in the installation. This position has been strengthened in recent years. which specialises in the deployment and maintenance of fibre optic networks and primarily of private-use networks (FTTH).400 employees. which specialises in the HVAC engineering sector (installation and maintenance).and low-voltage electrical equipment projects.4. independent provider of installation and maintenance services for wet infrastructures. 2016. maintenance and management of communications infrastructure for voice and data. The Group was also selected for the construction of a new hospital in Liège (HVAC engineering works). the acquisition concluded in December 2015 of the Jansen Venneboer group. in Casablanca.

production and field development. at one of the world’s largest refineries. production cost per barrel may be below USD15 and the Group estimates the average maintenance cost at approximately USD0. control systems and security equipment for the facility. installation and technical support for telecommunications and control systems. instrumentation.1. since 2005 the Group has been responsible for maintaining and inspecting a floating unit for the production. quality control etc. Among the countries in which the Group operates. as well as turbine maintenance. operations support and well maintenance. includes electricity. The Group has developed candidate selection processes for a large number of complex projects covering all operating and maintenance activities. at Yanbu. In the financial year ended December 31. the Angolan national oil company.e.800 individuals to offer services in more than 30 countries through subsidiaries and branches in four regions of the world: Europe (France. in a number of countries. In offshore sites. the Group mobilised more than 3. i. EPC (Engineering. This major contract. Angola. operations support and skills development. the Group finalised commissioning. the Oil & Gas and Nuclear segment generated a production of €794 million. Myanmar and Thailand) 57 . onshore and offshore production. The Group believes it is the leading global player in its reference markets in services for the oil and gas industry. The services it offers also include the management and interpretation of geophysical data. including providing and managing pipelines (known as OCTG activities. ventilation. Gabon. specifically intended for oil businesses that. The Group’s contributions to maintenance may also be combined with support for production operations (commissioning.5. Through its subsidiary SPIE Oil & Gas Services. and security for production facilities and pipelines. by providing personnel and software to accelerate the development of project documentation and facilitate management during project execution. 22% of the Group’s consolidated EBITA. manufacturers and engineering companies. Chad and Nigeria) where the main part of the Group’s Oil & Gas production is generated. Oil Country Tubular Goods). mechanical. Congo. This specifically includes consulting and auditing. Malaysia. 2015. the Group is developing and providing solutions for skills development.e. geological modelling and reservoir simulation. performed in Angola through the joint-venture SONAID. Through SONAID. storage and export of petroleum across Angola (operated by Total E&P Angola).5. are experiencing heightened pressure to reduce their dependence on expatriate personnel and increase their use of domestic teams. Asia-Pacific (specifically Australia. The Group’s services also include pollution clean-up and site rehabilitation. a joint venture with Sonangol.4 per barrel. More specifically. In 2015. specifically by hiring and training teams on behalf of a number of international oil and/or gas groups. Africa (specifically Algeria. the Group provides and manages the pipelines necessary for completion of the oil field wells under development (known as OCTG activities. It is active in the commissioning of operating sites. national oil companies. particularly in the chemical and petrochemical industry. the Group provides services and expertise in the phases of exploration. The Group also offers a wide range of services to support the operation and maintenance of onshore and offshore petroleum facilities.).CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities 6. Indonesia. The Group has also developed services that include the creation of training centres.5. Bangladesh. the Group provides dedicated maintenance and repair services for revolving machinery. the Group offers a range of products and services for drilling. The Group also offers maintenance services. Its activities cover four principal business lines: well and geo-sciences services. start-up and personnel training work for the Saudi Aramco group in Saudi Arabia. The Group also offers engineering services and delivers solutions for onshore and offshore facilities during all phases of a project. as well as the provision of equipment and personnel during the phases of exploration. 2015. and treatment solutions for contaminated soil and the cleaning of oil tanks. consisting of major players in the oil sector. Finally. Belgium and the United Kingdom). and refining and petrochemicals. Oil Country Tubular Goods). 6. as well setting up machine shops in the proximity of operating sites. Angola has the highest production cost per barrel (almost USD40 per barrel). climate control. Procurement and Construction) projects and related services. Oil & Gas The Group offers a wide range of services in the Oil & Gas sector to assist its clientele.5. heating. Oil & Gas and Nuclear In the financial year ended December 31. i. In all the other countries where the Group operates. 15% of the Group’s consolidated production and an EBITA of €77 million. renewed for 2011-2016. Finally.

This programme specifically includes replacing steam generators. in the construction of the EPR at the Flamanville site in France. .REGISTRATION DOCUMENT 2015 / SPIE SA investment programme deployed by EDF to improve the safety and availability of its nuclear plants with a view to obtaining authorisations to extend the facilities’ lifetime beyond 40 years. which remains the Group’s largest client in this sector. Yemen and Saudi Arabia) which represents a fifth of its Oil & Gas activities. in Tricastin and in La Hague. The Group believes that it was one of the three largest players in nuclear industry services in 2015 in France. such as Sonatrach (Algeria). radiation protection. and dismantling. In this area. The Group offers maintenance services for all its clients in all areas of electricity. In this business. Specifically. assembly (cable conduits. procurements. Finally. and more specifically EDF. Finally. 6. Growth in the Group’s activities in the Oil & Gas sector is partially due to its historic links to the Total group. cable suspension and connection). Currently. Its offerings cover the following areas of activity: new construction. and petrochemical and manufacturing companies. such as Chevron. Qatar. the Group is specifically positioned in the “Grand Carénage” project. The Group is active in these areas at the EDF sites of Cattenom and of Fessenheim. as well as electrical engineering. Its clients also include national oil companies. where it is responsible for general electrical facilities. and provides complete dismantling services. The Group also contributes to the upgrades required by the French Nuclear Safety Authority (the “ASN”) following the Fukushima accident. the Group has become active in contracts covering all services involving logistical support to operators and participants for a given site. In 2013. control centre and mechanics. The Group also has solid links with other major players in the petroleum and gas industry. modernising the control centre. maintaining cooling functions (with the implementation of water reserves). tools management. It also assisted Areva from 2008 to 2013 in building its new facilities in the Rhône valley (such as the Georges Besse II uranium enrichment plant). as well as at the Areva sites in Pierrelatte.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Description of the Group’s principal activities and the Middle East (specifically United Arab Emirates. operator of the French electronuclear plants. Through the services it offers. and addressing the obsolescence of materials. Qatargaz (Qatar) and Sonangol (Angola). the Group contributes to virtually the entire nuclear fuel cycle: from manufacturing to reprocessing-recycling of nuclear fuel. the Group undertakes studies of dismantling scenarios or safety studies. having participated in the construction of the 58  French nuclear reactors.5. from waste conditioning and storage. a third-generation nuclear reactor. the Group obtained several contracts and shall in particular replace more than 200 refrigeration units over the next ten years. Supported by its subsidiary SPIE Nucléaire. to the decommissioning of nuclear facilities. mechanical engineering and HVAC engineering services. which concern all nuclear operators. specifically. transmission-maintenance. The Group is also active in work involving the improvement or reinvestment of operating sites. BP. plants in the fuel cycle). Nuclear The Group is a long-time player in the French nuclear sector. confinement. both in France and internationally. Also. and assistance to participants. as well as the maintenance contracts for the emergency diesel generators on several EDF sites. which expires in 2017. in 2013 it acquired the Plexal Group. the Group became a major actor in the mechanical activities. through taking. maintenance. in 2015. service companies (such as Schlumberger). monitoring risk of fire. Finally. and also on the Centraco de Socodei site. a significant part of activity in tap-maintenance and rotating machinemaintenance. the Group is engaged in activities and problems related to facilities dismantling. construction companies (including Ponticelli).to seven-year terms. over the entire French electro nuclear plants. operating facilities (nuclear plants. The Group offers engineering solutions for the entire life-span of facilities. the Group accepted the maintenance contract for the manufacturing processes at Areva’s Melox plant in France. nuclear facility management. management of waste measures. an engineering business based in Australia. Iraq. it works through engineering companies (including Technip). More recently. the Group is pursuing a policy of dynamic growth. since 2007 the Group has worked with EDF. Contracts in these activities are multiannual and attributed for five. ENI. ensuring the integrity of protection barriers (verification of resistance to seismic events) and strengthening facility escape capacity and emergency interventions (construction of local crisis centres and implementation of the nuclear rapid response force). ExxonMobil and Shell.2. the Group has assisted nuclear fuel cycle operators for over thirty years. The major civil works related to renovations of the facilities are aimed at ensuring supplies of electrical power to the facilities under extreme conditions.5. the Group is active at the EDF sites in Bugey and Creys-Malville. instrumentation. the major 58 .e. In new construction. including studies. i.

Multi-technical services 6. Services to the nuclear industry are thus primarily provided by the Group in France. provided that the client is from the public sector. Areva thus chose the Group for the manufacturing and installation of a glove box specifically designed for Radiochemistry and for ICP-MS measure (mass spectrometry) on the Marcoule site. permitting buyers to use the instrument of public works contracts to support societal objectives. the Group offers throughout the European Union. public supply contracts and public service contracts. Further. including 34 client sites. it is subject to European and national regulations applicable to the execution of public works contracts. both the 59 . the “innovation partnership”. transport and postal services sectors. Moreover. to address the needs of its clients. Finally. They eliminate all forms of restrictions relating to the three fundamental economic freedoms of the European Union and protect the interests of economic operators in one Member State offering goods. and to promote access by SMEs to public works contracts. transport and postal services sectors and Directive 2004/18 of March 31. DEPENDENCE FACTORS Information on the Group’s dependence factors appears in Chapter 4. on the one hand. More precisely. these directives seek to more broadly encourage the development of innovation by creating a new procedure. 2015. when concluding their contracts.100 individuals on 44 sites. LEGISLATIVE AND REGULATORY ENVIRONMENT 6. improving transparency at each stage of the execution procedure.1. and reduced procedural delays. During the financial year ended December  31. services or civil works to the awarding authorities in another Member State. these directives authorise the awarding authorities to take into account considerations of an environmental. within a single competitive procedure. on the other hand. the lifting of administrative burdens on businesses. they expand the recourse of public buyers to the competitive negotiation process. these two directives guarantee effective competition by. subjecting a large number of entities to the rules of competition and.7.7.1.7. specifically technical specifications and the means of allowing awarding authorities to publicise and describe their needs. these two directives provide for restrictions of requirements on public buyers relative to the financial capacity of candidate businesses. Areva and the Atomic Energy and Alternative Energies Commission [Commissariat à l’énergie atomique et aux énergies alternatives]. They also facilitate standardisation of several items at the Community level. 2004 on the coordination of procedures for the award of public works. these two directives improve the effectiveness of public procurement through the use of electronic measures to communicate information and for procurement methods. These directives are aimed at increasing the efficiency of public expenditures. nuclearisation of manufacturing equipment) and specialised tooling (intervention robots.6. cutting tools) that satisfy the requirements for intervention scenarios in hostile and/or confined environments. These two directives simplify and modernise the pre-existing legal framework. European regulation primarily includes two directives: Directive 2004/17 of March 31. In 2015. Regulation relating to public works contracts As part of the multi-technical services. which will allow a buyer to incorporate. Moreover. energy. the largest of which include EDF. all while affording procedural guarantees to economic operators. and they further strengthen measures to detect abnormally low offers. in particular by combining the former sectorial directives. 2004 coordinating the procurement procedures of entities operating in the water. cultural or social nature.1. energy.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Dependence factors The Group also offers engineering services such as the manufacture and implementation of mechanical units (glove boxes. the Group mobilised approximately 2. The directives described above have been subject to amendment through adoption of two new directives: Directive 2014/24/EU on public procurement and Directive 2014/25/ EU on procurement by entities operating in the water. “Risk Factors” of this Registration Document. in certain circumstances. Finally. 6. 6.

The Group’s activity requires that each day it recover all waste from electrical or electronic equipment. ensure that its co-contractor is in compliance with its tax and social security obligations for the provision and payment of Social Security contributions and. Directive 2002/96/EC on waste electrical and electronic equipment (“WEEE”). which transpose the 2004 directives into French law.1. the Group is subject to European regulation with regard to the treatment of waste from electrical and electronic equipment. the rights of the latter to receive direct payment for services from the client. as well as by the administrative memoranda and terms and conditions of the general administrative clauses applicable to public works contracts. 8222-1 and L. provide for the immediate suspension of any irregular situation as soon as it is made aware thereof. Directive 2002/96/ EC has been amended by Directive 2012/19/EU.7. .2. 85% of WEEE. Regulation concerning recourse to subcontracting The Group has entered into civil works contracts both as a subcontractor of economic operators. The law specifically sets the conditions for acceptance and approval of subcontractors.3. the contractor exposes itself to incurring the implementation of financial solidarity pursuant to which it may specifically be convicted jointly and severally to settle the Social Security obligations owed by the subcontractor it used for undeclared work.1. 2015. the scope of application of the directive is expanded to cover. the Group itself resorts to subcontracting during execution of its civil works or services contracts. In the event of failure to undertake these verifications. as well as compliance with the principles of free access to public works contracts. equal treatment of operators. In France. 60 .1. independently of any civil and criminal penalties incurred. These directives were published in the Official Journal of the European Union on March 28. it is therefore subject to the regulation applicable to subcontracting in each country in which it participates. Starting in 2018. 2014 and the new provisions entered into force on April 17. It must.2.7.REGISTRATION DOCUMENT 2015 / SPIE SA 6. 8222-5). and the guarantee of payment and exercise of direct action to which it may be entitled. all electrical and electronic equipment. according to another method of calculation. in addition to the categories currently applicable.000 (Articles L. the purpose of which is to collect 20 kg of WEEE per inhabitant by the year 2020.1.2. and procedural transparency. specifically with regard to the conditions and functioning of direct payments to subcontractors by clients and the responsibility of contract holders for damage caused by the subcontractor. It has thus implemented a partnership with the eco-agency Recylum to address the requirements of the so-called WEEE Decree of July 20. lamps and tubes. French regulation on undeclared work The Group is subject to the regulation on undeclared work. 2005. and public interest groups. Finally. 2005-649 of June 6. 2014. These laws. When recourse to subcontracting is undertaken as part of public works contracts. 6. the purpose of collection is applied to 65% of the electrical and electronic equipment sold or. and as part of public works contracts and private contracts. starting in 2019. a significant share of calls for bids for public works contracts in which the Group participates is subject to the provisions of the French Public Works Contracts Code (Code des marchés publics) and Ordinance No.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment research and development phase and the purchasing phase. 2005 concerning contracts executed by certain public or private parties not subject to the Public Works Contracts Code. Moreover. In these cases. 6. Environmental regulation Electrical waste processing As part of its activities in multi-technical services and communications. The ordinance on the transposition into French law was published in the Journal officiel (Official Journal of the French Republic) on July 24. such as public industrial and national commercial sites. specifically when it uses subcontractors. on the one hand. concerning the composition of electrical and electronic equipment and the elimination of waste from such equipment. Member States must ensure that 45% of electrical and electronic equipment sold in each country is collected. General subcontracting environment in France Law 75-1334 of December 31. The French Employment Code (Code du travail) sets an obligation of vigilance and diligence on a contractor for any contract of a minimum of €3. specifically in France. 1975 on subcontracting defines the general subcontracting regime applicable to public or private contracts. and Directive 2002/95/EC on the restriction of the use of certain hazardous substances in electrical and electronic equipment require producers of electrical and electronic equipment to ensure the removal and treatment of their products at the end of their use life. 6. Starting in 2016.7. the applicable regulation is defined in Articles 112 to 117 of the Public Works Contracts Code. are subject to obligations of publicity and competition by the awarding authorities.1. on the other hand.2.7. for example.

where the central bank is authorised to accept contracts entered into with foreign companies for purposes of transferring funds outside the country. but may constitute a prerequisite to participate in calls for bids issued by local authorities.3. It also requires foreign economic players to train the necessary local work force. including the Group. 6. in activities they execute or the goods and services they provide.5. to ensure control of the design. the selective treatment of such equipment. Environment) policy.7. it exercises oversight over outside participants. Nigeria and Indonesia.2. Thus.7. specifically by requiring companies to prove they employ a certain number of domestic workers before being able to obtain visas for foreign personnel. Specifically. 61 . Safety. dismantling.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment The Group has updated its WEEE offering to assist its clients in the treatment of equipment acquired before August 13. waste inventories and the recovery of user data. Foreign exchange control The Group operates in countries whose regulations require foreign exchange control. Obligation to use a local partner The Group is active in certain countries of Africa.7. 6. Oil & Gas activities 6. 6. such as Angola and Nigeria. maintenance and oversight of the INB. the Group operates in certain countries in which Governments tightly structure the protection of national interests and where regulation is susceptible to rapid and significant changes. such as the United Arab Emirates. the operator must ensure that outside participants. Indonesia and Thailand. particularly as part of litigation settlements. removal. the operator must identify important elements and activities for protection which.2.4. Activities in the nuclear industry The services which the Group offers in the area of nuclear energy. nature and the environment. 2012 setting general rules relative to base nuclear facilities [installations nucléaires de base] (“INB”).1. diagnosis. Nuclear facilities The administrative order [arrêté] of February 7. The Group is thus present in Angola. Moreover. are subject to a very strict regulatory environment due to the risks and constraints inherent to this industry. particularly in France. Hygiene. can only be specifically executed by persons with the necessary skills and qualifications.7. the Group is subject to various environmental regulations applicable in countries where it is active.3. as amended by the Decree of June 26. Furthermore. either internally or through agreements with third parties. the operator must have sufficient technical capacity.1. certain countries where the Group is present. logistics. in the share capital of companies seeking to operate on their territory. 6. with the petroleum or gas operator remaining largely responsible. where sharia law was instituted and applies to the Group’s contracts. in which regulations require that foreign investors use local partners. the Group is sometimes required to enter into contracts in countries requiring the application of domestic law.2. In this regard.2. the operator must implement a policy and an integrated management system aimed at protecting health and public hygiene. 2005.7. of greater than 50% in certain cases. 6. require that a local partner hold a percentage. the presence of a local partner in the share capital is not required by regulation. In other countries.7.7. 2013.7. for the latter.2. specifically regulating outflows of funds by companies registered locally. Applicable law As part of its Oil & Gas activities. sorting. specifically including project direction and management. This requirement reduces the possibility for foreign companies to use expatriate personnel. In addition to compliance with its QHSE (Quality. Nationalisation of labour The regulations of certain countries in which the Group is active (such as Gabon or Nigeria) may require a quota of domestic workers among employees working for a company based on their territory.2.2. This is particularly the case in Muslim countries such as Saudi Arabia. defines the obligations of nuclear operators to guarantee the safety of facilities and provide protection for health and the environment around the sites. permanent shutdown. functioning. as well as dismantling and packaging. 6. 6. construction. Asia and the Middle East.3. More specifically. Environmental regulations As part of its activities in the Oil & Gas sector.

may give rise to findings of violations or to recommendations aimed at improving or enhancing services. 1333-112 of the Public Health Code establish the system for general protection of the population against ionising radiation. For all activities carried out at base 62 . 1333-20 and R. The provisions of the Decree apply to the facilities of some of the Group’s important clients (including EDF. the Group is subject to the decisions of the ASN. Any nuclear activity is thus subject to a reporting or authorisation system. In this context. and it may make technical regulatory decisions to supplement the conditions for applying decrees and orders given in matters of nuclear safety or radiation protection. In the context of the Decree and its directive. assess specific business risks. the ASN also provides for work inspection assignments. to which the Group is subject. Article R.4. of the Employment Code set the procedures for worker protection against ionising radiation. and then require the Group to address and propose implementation of an action plan. 592-19 et seq. for the legal entities working on these facilities.  4451-1  et  seq. in particular. Furthermore. or mSv) per year.REGISTRATION DOCUMENT 2015 / SPIE SA nuclear facilities. analysing and treating violations. In addition to various obligations under the responsibility of employers of employees likely to be exposed. 2011 approving the interdepartmental general directive No. 1333-8 of the Public Health Code sets the maximum exposure of the public at 1 milliSievert (unit of measurement of radioactivity. the provisions of which have been specifically transposed to the French Public Health Code and Employment Code. falls under Directive 96/29/EURATOM of May 13.3. an independent administrative authority responsible for monitoring civil nuclear activities in France. the Group is required to have a management team that has received certification from the French Business Certification Committee for the Training and Monitoring of Personnel Working under Ionising Radiation [Comité français de certification des entreprises pour la formation et le suivi du personnel travaillant sous rayonnements ionisants]. the public and the environment from risks linked to nuclear activities. the control of nuclear safety and radiation protection in France.7. patients. the Group is required to report to the ASN its own incidents with regard to safety. 1300 (IGI 1300) aims to strengthen the legal integrity of the protection of national defence and describes its general organisation. which applies to Group employees working at nuclear facilities.4. it is required to implement preparation methods to prevent or restrict radiation to which workers are exposed. make similar decisions for their personnel and their subcontractors. and R. Delegated Security Authorities or Prefect. and as a provider to clients operating in this sector. it is consulted on draft ministerial decrees and orders of a regulatory nature relative to nuclear safety. The Group must also obtain authorisations by the same authorities for all of its employees working on such facilities and/or consulting documents or information relating to such facilities.3. and implement levels of protection to prevent and control any accidents. 6. Protection of National Defence Secrecy The Decree dated November 30. to protect workers.7. depending on the level of secret defence).2. In France. of this Code. Nuclear Safety Authority As a business working directly in the nuclear sector. It must specifically adopt measures to prevent the necessary professional risks. These audits and inspections. Moreover. and inform and train its employees concerning such risks. such as the Group. It provides.3.3. Furthermore. the operator and its subcontractors. as well as an employee “competent in radiation protection”. Defence and Security Senior Officer. . such as the determination of oversight areas and controlled zones. 6. 1333-1 to L. 1333-1 to R. of the French Environment Code [Code de l’environnement] and specifically Articles L. the Employment Code requires that employers ensure the safety and protection of its employees’ physical and mental health. the CEA and Areva). the monitoring of emitters of radiation and the preparation of collective and individual protection measures. radiation protection and the environment. Finally. the Group is legally required to ensure the safety and protect the health of its employees. must take measures that allow for detecting shortcomings in operations. Moreover. Articles L. as well as a process of detecting. on behalf of the State. the Employment Code sets the maximum exposure of workers to ionising radiation at 20 mSv per 12 consecutive months.7. the appropriate defence authorisations from the relevant authorities (National Defence and Security General Secretary.  4451-1  et  seq. the ASN plays an important role in the development of regulations applicable to the nuclear industry. report to the Nuclear Safety Authority any significant event. The ASN may also hand down individual decisions and set recommendations under the conditions set by Articles L. 6. the Group must obtain. Radiation protection The system for protecting individuals from exposure to ionising radiation. 6.7. 592-1 et seq. Regulation concerning matters of job safety and health In most countries in which it is active. 1996.CHAPTER 6: OVERVIEW OF GROUP ACTIVITIES Legislative and regulatory environment including the Group. Articles L.

. 64 7. SUBSIDIARIES AND EQUITY INTERESTS ............ Principal subsidiaries...2.. Recent acquisitions and disposals .........1...................1............. 65 7......... LEGAL ORGANISATION CHART OF THE GROUP................65 7..... ORGANISATIONAL CHART 7....................66 63 ...... Netherlands Provision of multi-technical services on the Rotterdam and Amsterdam sites.................CHAPTER 7 Vopak.......................2.......2.............2.......

96% 10.C. Fonds contrôlés. 2015 Percentages mentioned in the organisational chart below present holdings in terms of share capital and voting rights of the Company.4% Caisse de Dépôt et Placement du Québec Ardian 2 17.1. LEGAL ORGANISATION CHART OF THE GROUP Simplified Organisational Chart of the Group as of December 31. directement ou au travers du FCPE SPIE Actionnariat 2011/2015. 64 .CHAPTER 7: ORGANISATIONAL CHART Legal organisation chart of the Group 7.47% 4.5% Clayax Acquisition Luxembourg 5 S.1% 19. Cadres et dirigeants . du Groupe.REGISTRATION DOCUMENT 2015 / SPIE SA 39.A. Clayton Dubilier & Rice 1 63. 41. anciens et actuels. Titres détenus par les salariés du Groupe. gérés ou conseillés par Ardian.71% SPIE SA 100% Financière Spie 100% SPIE Operations 100% Filiales opérationnelles 1 2 3 4 Fonds contrôlés. gérés ou conseillés par Clayton Dubilier & Rice LLP.47% Public .39% Employee Shareholding 4 Management 3 3.

It is the Group holding company for multi-technical service activities in the Netherlands.450. Netherlands. It is the Group holding company for multi-technical service operations in Île-deFrance and North-Western France. • SPIE Sud-Est is a French simplified stock corporation with a capital of €20. It is the Group holding company for the communications business. • SPIE Oil & Gas Services is a French simplified stock corporation with a capital of €14. It is the Group holding company for multi-technical service operations in south-eastern France. avenue de l’Entreprise. rue Julius-et-EthelRosenberg. 65 .2. • SPIE Est is a French simplified stock corporation with a capital of €16. • SPIE Nucléaire is a French simplified stock corporation with a capital of €1. • SPIE Nederland BV is a Dutch joint stock corporation (Besloten Vennootschap) with a capital of €57. Principal subsidiaries The principal direct or indirect subsidiaries of the Company are described below: • SPIE Ouest-Centre is a French simplified stock corporation (société par actions simplifiée) with a capital of €19. 69320 Feyzin.115. 4815 PN Breda. and its corporate headquarters at 7.392.000.CHAPTER 7: ORGANISATIONAL CHART Subsidiaries and equity interests 7. 95863 Cergy-Pontoise. • SPIE ICS (formerly SPIE Communications) is a French simplified stock corporation with a capital of €16.000. and registered with the Nanterre Trade and Companies Registry under number 319 060 075.100. and its corporate headquarters located at Rue des Deux Gares 150. Belgium. place de la Berline. SUBSIDIARIES AND EQUITY INTERESTS 7. and its corporate headquarters at 2. avenue de l’Entreprise.108. 92247 Malakoff. 93287 Saint-Denis.000. It is the Group holding company for the nuclear industry activities. and registered under number 1139014-73. boulevard de Stalingrad. route de Lingolsheim. and its corporate headquarters at 53. avenue Jean-Jaurès BP19. and registered in the Pontoise Trade and Companies Registry under number 662 049 287. It is the Group holding company for multi-technical service operations in south-western France. and registered in the Toulouse Trade and Companies Registry under number  440  056  463. 44818 Saint-Herblain.240.904. and its corporate headquarters at 10. • SPIE Belgium is a Belgium joint stock corporation with a capital of €15.000.000.458.2.1. 1070 Brussels.976. • SPIE Sud-Ouest is a French simplified stock corporation with a capital of €30. and registered in the Pontoise Trade and Companies Registry under number 709 900 245. 95863 Cergy-Pontoise.  chemin de Payssat. 67411 Illkirch.000. Zone industrielle de Montaudran. and registered under number NL 804695234B16. and its corporate headquarters at Huifakkerstraat 15. and its corporate headquarters at 4. and registered under number 440 055 861 in the Lyon Trade and Companies Registry. registered under number 440 056 356 in the Nantes Trade and Companies Registry. 31400 Toulouse. and registered in the Strasbourg Trade and Companies Registry under number 440 056 026. It is the Group holding company for multi-technical service operations in eastern France. It is the Group holding company for oil and gas operations. and its corporate headquarters at 10.192.000. • SPIE Île-de-France Nord-Ouest is a French simplified stock corporation with a capital of €25. BP 70330 Geispolsheim Gare.868. It is the Group holding company for the multitechnical services operations in western and central France.426. and its corporate headquarters at 3. and registered in the Bobigny Trade and Companies Registry under number 440 056 182. It is the Group holding company for multi-technical service operations in Belgium.000. and its corporate headquarters at 70.

and its corporate headquarters at Alfredstrasse 236. United Kingdom. 66 .000.1 of this Registration Document.2.000.1.1 of this Registration Document. and registered under number HRB 24792. registered under number 07201157.2. It is the Group holding company for the multi-technical service activities in Switzerland.2.002.364. with a capital of CHF 250. Note 27 to the consolidated financial statements for the year ended December 31. Switzerland. It is the Group holding company for both multi-technical service operations and the nuclear activities in the United Kingdom. 6020 Emmenbrücke. with corporate headquarters at 33 Gracechurch Street. 45133 Essen. • SPIE Holding GmbH is a German limited liability company (Gesellschaft mit beschränkter Haftung) with a capital of €25.REGISTRATION DOCUMENT 2015 / SPIE SA The Group’s recent acquisitions and disposals are described in Section 5. Germany. . 7. London EC3V 0BT.000. Recent acquisitions and disposals • SPIE ICS AG is a Swiss joint stock (Aktiengesellschaft). It is the Group holding company for the multi-technical service activities in Germany.CHAPTER 7: ORGANISATIONAL CHART Subsidiaries and equity interests • SPIE UK Limited is a British Limited company with a capital of £50. and registered under number CHE-112. and its incorporated headquarters at Sonnenplatz 6. details all the companies within the Group’s scope of consolidation. as included in Section 20.194. 2015.

.. PLANT AND EQUIPMENT ... PROPERTY.........CHAPTER 8 Musée des Confluences...... France Multi-technical maintenance contract with the obligation to produce a result and integration of LED lighting in the gardens....1.......... ENVIRONMENTAL FACTORS THAT COULD INFLUENCE THE USE OF THE GROUP’S PROPERTY... SIGNIFICANT EXISTING OR PLANNED TANGIBLE ASSETS .....2.................... 69 67 ..... 68 8... PLANT AND EQUIPMENT 8.......

which are generally considered to be variable charges related to service contracts. At December 31.1 million for maintenance of its property assets. the Group allocated €63 million for its rent and rental fees and €7. the balance sheet value of the Group’s land and buildings was €30. SIGNIFICANT EXISTING OR PLANNED TANGIBLE ASSETS Most of the Group’s sites are offices and warehouses. where the Group has its main fleet of vehicles and trucks.2% of consolidated production for the year ended December 31.CHAPTER 8: PROPERTY.REGISTRATION DOCUMENT 2015 / SPIE SA Generally. 2015. For the year ended December 31. 68 .1 million. its primary needs for equipment and supplies include the vehicles and machinery and the leasing of light equipment. the Group leases its registered office in Cergy-Pontoise.1. 2015. As a result. The Group’s policy on real estate assets is to lease properties rather than acquire them. During the year ended December 31. Most of these expenditures related to leases that expire in more than one year. PLANT AND EQUIPMENT Significant existing or planned tangible assets 8. 2015. preferably under commercial leases. In France. these expenses represented approximately 1. . Light vehicles are leased for a three-four year period and the trucks for an average of eight years. the Group’s businesses do not require significant equipment investments. all the related costs represented 1. 2015. The Group believes that these property assets are sufficient to cover its current needs and that additional adaptive spaces may be available if this proves necessary.3% of consolidated production. The Group also incurs expenses to lease light equipment.

As at December 31. who are directed by a team dedicated to sustainable development located at its registered document in Cergy-Pontoise. 30 sites included classified facilities for the protection of the environment under French regulations (ICPE). ENVIRONMENTAL FACTORS THAT COULD INFLUENCE THE USE OF THE GROUP’S PROPERTY. 2015. health. safety and environmental questions covering the entire Group. 2015. registration. no certification of environment or workplace health and safety management systems has been lost or refused by the auditors of the corresponding certification agencies. PLANT AND EQUIPMENT The majority of the Group’s sites are offices and warehouses for materials and equipment.7 of this Registration Document).CHAPITRE 8: PROPERTY. Because of the nature of the Group’s activities. unlikely to generate significant environmental impact (pollution). which presents additional environmental information. 77% of the Group’s work force was employed by subsidiaries that are certified under the international environmental standard ISO 14001 and 85% under an international standard for workplace health and safety OHSAS 18001. Health.2. The activity at most of the Group’s sites is. PLANT AND EQUIPMENT Environmental factors that could influence the use of the Group’s property. Social and Environmental Responsibility (CSR) report provided for by Article R. Thirty of the Group’s sites that have classified facilities required only a simple declaration. chemicals) (see Section 6. 77% of the Group’s workforce employed by subsidiaries certified under the standard ISO 14001 69 . ILO OSH 2001 or VCA in the Benelux countries. At December 31. plant and equipment 8. 225-105-1 of the French Commercial Code. Only the Gemco and ATMN subsidiaries operate classified facilities that require an authorisation. Environment) network of employees assigned to manage quality. The Company’s Corporate. A large number of Group companies have implemented environmental management systems as well as workplace health and safety management systems. Depending on the type and magnitude of the operations conducted at these classified facilities. the operating company must complete procedures with the local administrative authorities (particularly the prefecture). The Group has established a large QHSE (Quality. which may consist of a simple declaration. Certain sites however have shops used for the maintenance of mechanical equipment and the preparation of equipment prior to installation on the different customer sites. environmental regulatory compliance primarily impacts waste management and the storage of hazardous products (solvents. is included in Annex 2 hereto. To date. of these sites. therefore. Safety. or an application for authorisation.

70 .REGISTRATION DOCUMENT 2015 / SPIE SA .

............... 72 9............................ Introduction .......................72 9......................5.....4......77 9..2. EBITA ....................................................... 77 9......75 9.............1.....2...78 9.......2.....................1........79 9.........................................2.... ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED DECEMBER 31...7........................81 71 ............. Revenue from ordinary activities .................................. Consolidated operating income ........................ Organic growth ...2.......................... Germany Renewal for a period of 11 years of the contract for the power supply to the entire city entertainment centre for heating..8..........................1............................... 2014 .............. air conditioning and drinking water with upgrading of these systems to guarantee the fixed savings objectives...................................79 9.....................72 9........................80 9.....................2.........3.....75 9.......... Income taxes ............... Operating expenses........4.2.....9........................ Key performance indicators ..................78 9....6...1..........2........ REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS 9..............2...80 9.......................... Income before tax from continuing operations...2...2........ Principal factors having an impact on results ..81 9.............................................. 2015 AND DECEMBER 31..1........................................ Net income ........... Main items of the income statement .5............1.......CHAPTER 9 SI-Erlebnis-Centrum.1...........81 9........... Production .......... GENERAL PRESENTATION ......................... Net financial expenses ....3.....................2...................1............

1. • North-Western Europe. Hungary and Switzerland and which represented 17. which covers the Group’s multitechnical service activities in the United Kingdom. 2015. the Group recorded consolidated production of €5.1 of this Registration Document.0% of consolidated production and 10. A more detailed description of each of these factors is provided below. GENERAL PRESENTATION 9.REGISTRATION DOCUMENT 2015 / SPIE SA . 9. This segment represented 15. 2014 and 2013.1.1.0% of consolidated EBITA for the financial year ended December 31. Pursuant to Article 28-1 of Regulation (EC) No.1. General economic conditions in the Group’s markets The demand for services depends on economic conditions. the comparison of the Group’s results for the financial years ended December 31. Belgium and the Netherlands. 2015 and December 31. 2015. (ii) acquisitions and disposals. 2015. which comprises the Group’s multi-technical service operations in Germany. and which represented 24. The Statutory Auditors’ audit report on the Group’s consolidated financial statements is included in Section 20. The audited consolidated statements for the financial year ended December 31.0 million. (v) the management of the contract portfolio.2. Principal factors having an impact on results Certain key factors and past events and operations have had. The Group’s consolidated financial statements for the financial year ended December 31. shown in Section 9 “Examination of the financial situation and result” of the IPO Registration Document. together with the Group’s consolidated financial statements for the financial year ended December 31.1.1. (iii) the Group’s cost structure.2 of this Registration Document. or may continue to have an impact on the business and operating results of the Group presented below. which covers the Group’s operations in the Oil & Gas sectors around the world as well as the nuclear sector in France. 2015. 2015. is included by way of reference in this Registration Document. (vi) the seasonality of working capital and cash requirements. and specialised energy-related services  (1).2% of consolidated EBITA for the financial year ended December 31.3% of consolidated production and 45. over the last three years and primarily in the multi-services segment. operation and maintenance of energy-saving installations that are environmentally friendly. even recession.2. 2015.9% of consolidated EBITA for the financial year ended December 31. the design and construction business declines because of the drop in investment expenditures by the Group’s customers. as provided in Section 20. Poland. including GDP growth in the countries in which the Group operates.1. During periods of strong GDP growth. 2015 were prepared in accordance with International Financial Reporting Standards (IFRS). the Group’s activity is driven by industrial investments and construction projects in the public and tertiary sectors. and (vii) exchange rate fluctuations. 9.296. primarily because of the decline in demand by public entities and companies in the industrial and energy sectors. The Group uses the following segmentation for its reporting needs: • France. Introduction The Group is the independent European leader in multi-technical services in electrical. as adopted by the European Union. the (1) Estimation by the Company based on its 2015 production and the net sales published by the Group’s main competitors for financial year ended December 31. along with Morocco. The main factors that impact the Group’s results are (i) general economic conditions in the Group’s markets. construction.7% of consolidated production and 17. and • Oil & Gas and Nuclear. • Germany & Central Europe. During the financial year ended December 31. 72 . communication systems. 2015. As a result. 2014. mechanical and HVAC engineering. 2014 pursuant to IFRS 5 and the provisions of IFRIC 21. which consists of the Group’s French activities in multi-technical services and communication and which represented 43. During periods of very limited growth.0% of consolidated production and 21. 9. The Group assists its customers in the design. 809/2004. (iv) purchases of furniture and equipment.6 million and consolidated EBITA of €351.0% of consolidated EBITA for the financial year ended December 31. 2015 contain comparative information restated for the financial year ended December 31.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation Readers are invited to read the following information on the Group’s financial results for the financial years ended December 31.

maintenance services have represented 46% of the Group’s consolidated production. water services and power production in Australia. against 45% and 37% respectively for the financial years ended December 31. external growth has contributed significantly to the overall growth of the Group’s business. which achieved turnover of approximately €38 million in 2015. which includes the design. building automation. coal gas. subsidiaries within the same group and leading suppliers of services and solutions relating to information and communications technology. In the last three years.1. the Group has sold various subsidiaries. auto makers and their supply chains. In the communications sector. In May 2015. 9. In July.3 million. the Group has completed numerous acquisitions. the Group carried out six acquisitions.2. In December 2015. In 2013 the Group acquired the Hochtief Service Solution activities in Germany. which maintains a predictable revenue stream (for the financial year ended December 31.1. the Group completed seven acquisitions. however. the Group makes medium-sized acquisitions in order to establish a footprint in countries where the Group is not already present or has a limited presence. air conditioning and cooling technology. in connecting photovoltaic solar power stations and in networks. the Group acquired the business of Numac. affected. thus expanding its range of services to the energy distribution networks in the United Kingdom. which specialises in HVAC engineering (installation and maintenance). to reinforce the ICT offer in Germany. as well as the acquisition from Johnson Controls Technischer Service of a business relating to service and small plant engineering in the areas of building engineering. it acquired the Hochtief Service Solutions activities in Germany. the Group acquired Plexal Group.2.2. the demand for maintenance services is not. including the group Madaule in France. and Jansen Venneboer in the Netherlands. a leader in technical and industrial maintenance services in the Netherlands. which achieved turnover of approximately €19 million in 2015. The Group also carried out the acquisition of the British company Scotshield. including Hartmann-Elektrotechnik GmbH.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation Group has been facing a decrease in demand for installation services. particularly from steel producers. renovation and maintenance in tertiary facilities. In line with its strategy. which specialises in electrical installation. With a turnover of approximately €60 million in 2015. installation and maintenance of on-board systems (hardware and software) for urban public transportation equipment (the valuation of the assets held for sale of the SAIEV activity generated an impairment of goodwill of an intangible asset of €3. Electricity Network Solutions Ltd in the United Kingdom.8 million for an asset gross value of €5. Disposals In recent years. 2014 and 2013). the Group acquired the companies Connectis and Softix.1. The Group intends to pursue its acquisition strategy in order to increase its market presence. In particular. comprising 50 highly qualified employees. when opportunities arise. gas transport.1. In 2014. specialising in wet infrastructures. gas and liquefied natural gas sector. the Group signed or completed eight acquisitions representing a total acquired production of approximately €184 million. In Switzerland. whose turnover amounted to approximately €58 million in 2015. even though customers reduce their investments. for instance. which offers a range of installation and maintenance services for fire detection. Acquisitions and disposals 9. the Group sold SPIE Construction Service in the Netherlands and began the disposal of its operations in the SAEIV business (operating and information assistance systems. access control and CCTV. In 2013. either because they were not related to the Group’s core business or because they were located in countries in which the Group does not intend to expand. Numac thus completes SPIE’s customer base and maintenance expertise in the Netherlands.2. In 2015. Finally. the Group acquired the IS&P division of Dutch operator KPN.2. In 2013. A contract for the sale of the SAEIV business 73 .2. the Group also acquired Leven Energy Services. heavier competition among suppliers during these periods affects the Group’s results (with. as well as Viscom and Vista. which operates in the construction and maintenance of overhead power lines. its service offering and its service capacity. During these recession periods.2. 9. but which has now become its second-largest market. 2015. the Group concluded three acquisitions effective in January 2016. the renegotiation of the pricing conditions at the time of the contracts renewal or a high price pressure in the context of call for tenders). Acquisitions In recent years. as well as the Devis group in Belgium. an engineering enterprise with in-depth knowledge of the upstream oil. a country in which it had a limited presence. In addition.

including those of its OCTG activities operated by its joint venture SONAID in Angola.8. it was brought back to €129 million in the context of the significant decrease in the oil price. Purchases of supplies and equipment The Group purchases supplies and other specific equipment in order to provide services to its customers. fluctuations in exchange rates can have an impact of the value in euros of the Group’s production. Purchases of supplies and equipment represented 20% of the total expenses on the income statement for the financial year ended December 31.4. As a result.1. However. 9. expenses and income (see Section 4.9% in US dollars.2. Petrol Price Evolution In the context of its Oil & Gas activities. represent a larger share of the Group’s total sales.0% of the Group’s production were recorded in currencies other than the euro. Generally. 9.REGISTRATION DOCUMENT 2015 / SPIE SA general are not subject to strong variations from one period to another. changes in the markets in which the Group’s main customers operate may have an impact on the level of demand for services and. For the financial year ended December 31. In 2014. Management of the contract portfolio The Group’s business model is based on recurring revenue flows from a large number of small projects over a broad range of markets. 2015. the Group is exposed to fluctuations in oil prices which affect the level of its activities with its clients. In periods of economic slowdown. 9. while maintenance services generate more revenue than installation services. the Group’s cash flow is negative in the first half of the year because of the seasonality of the Group’s business (which is generally lower in the first half) and because of the payment cycle for certain personnel expenses and social security expenses. 21% of the total expenses on the income statement for the financial year ended December 31. 2013. However.2. In total. 2014. In 2015. as a result. The vast majority of the Group’s non-euro sales and expenses are in pounds sterling or US dollars. using fixed-term contracts and temporary work. variable costs represented approximately 57% and fixed costs approximately 43% of the Group’s cost structure. 9. Foreign exchange fluctuations The consolidated financial statements of the Group are presented in euros. fluctuates as a function of changes in the Group’s activity. 24. The Belgian company Uniservis was dissolved and liquidated.2. the Group sold the Belgian company Elerepspie.1. 2014. During periods of strong economic growth. and permanently adjusting its staff. Those two companies had been acquired in the context of the takeover of Groupe Devis by SPIE Belgium in 2013. in each of the countries in which it operates.2. including 8.1.4.1. The Group’s cost structure The Group continuously works to reduce the percentage of its fixed costs by implementing initiatives designed to improve its cost structure. such expenses represent a larger percentage of total costs because installation services. this translation is made using the exchange rates applicable at the closing date of the statements. This decrease in 2015 firstly affects the OCTG activities and . the Group decided to sell its businesses in Portugal. For the financial year ended December 31.7. Variable costs form the majority of the Group’s operating expenses (particularly the costs for the purchases of supplies and equipment incorporated in the structure and the costs for subcontracting). personnel expenses represented 39% of the Group’s cost structure. On the statement of financial position. subcontracting expenses represented approximately 20% and temporary work costs represented approximately 5%. Driven by an increase in oil prices.6. the Group’s production in 74 . then €174 million to the Group’s production in 2014.1. the OCTG activities contributed €148 million to the Group’s production in 2013. 9.3 of this Registration Document). 9. In contrast. these transactions must be translated into euros during the preparation of the financial statements. a subsidiary of SPIE Oil & Gas Services in the United Kingdom. Seasonality of working capital and cash requirements The Group’s working capital requirements are seasonal. The development of these initiatives has allowed the Group to maintain its margins during periods of recession.7% in pounds sterling and 4.5. which implies higher billing and receipts. on the Group’s earnings. the Group generally makes sales and incurs expenses in local currencies. On the income statement.2.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation was signed on October 16. and 23% of total operating expenses for the financial year ended December 31. this translation is made using the average of the exchange rates applicable at the end of the month for each period in question.2. which require the purchase of more supplies and equipment. the cash flow is generally positive in the second half because of the higher activity level. 2015. In 2015. although they are negative as a result of the structure of its customer contracts and the Group’s dynamic policy for invoicing and collection of receivables. The cost of these purchases. As a result. 2015.3. these expenses are lower as maintenance services require more limited use of supplies and equipment. Even though the Group has relatively low exposure to the risk of transactions executed in local currencies. The Group also initiated the sale of Ipédex UK. costs related to purchases represented approximately 24%.1. particularly by outsourcing certain services to subcontractors. which are booked as “operating expenses”.

when it is probable that the related economic benefits will go to the Company. 9. and the costs incurred for the transaction and the costs to complete the transaction can be reliably valued (see Note 3. the value added tax for French companies. net income. 75 . 9.1. results and outlook of the Group. are described below: • Revenue from ordinary activities represents the amount of the work performed during the period in question Revenue is recognised as soon as it can be reliably estimated. allocations to amortisation. particularly in the drilling and geosciences sector. Its impact is more limited on maintenance activities for operations. • Income taxes represent the tax liability for the year consisting of the corporate tax due or deferred. financial situation. and plus or minus net income from discontinued activities or activities being sold. These costs have been reallocated on the line of “Other financial income and expenses” of the statements of income. amortisation and impairment of assets. 2015 in Section 20. • Net income represents income before tax from continuing operations. Other issuers may calculate EBITA differently from the definition used by the Group. • Income before tax from continuing operations is equal to the operating profit or loss plus the share in the results of equity interests. and allocations to and reversals of provisions.1. Although it has had only a limited impact on the Group’s results. The Cash Conversion for the year corresponds to the Cash Flow from operating activities for the year in relation to EBITA for the year. • Consolidated Operating Income is composed of operating revenue minus operating expenses incurred for the Company’s business. and the change in working capital requirement and provisions for the year related to the income and expenses included in the EBITA for the year. • The Group records deferred taxes on the timing differences between the book values of assets and liabilities and their tax bases and on tax deficits when collection is probable. when the progress of the transaction on the closing date can be valued reliably.1. before tax and financial income. It must not be considered a substitute for operating income. • Net Financial expenses represent interest expense and revenue on borrowings. Production is the Group’s operating revenue which proportionally integrates the subsidiaries holding minority interests. depreciation and provisions. The Cash Flow from Operations represents the sum of the EBITA for the year. external expenses.3.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation to a lesser extent. Main items of the income statement The main items on the income statement for the Group’s consolidated financial statements.1 of this Registration Document). and allocations to or reversals of provisions for taxes. which are used by the Group’s management to analyse its consolidated financial results. • Operating expenses consist of purchases consumed. The revenues generated by a transaction can be reliably estimated when the amount of revenue from ordinary activities can be reliably valued. plus financial income and minus financial expenses. and other operating income and expenses. lower oil prices could. considering the relative significance of activities of technical support and maintenance for operations. through both reductions in operating expenditure and reductions in investments. cash flow from operating activities. EBITA represents the adjusted operating income before amortisation of goodwill allocated.4. negatively impact the business of the Group’s clients in the Oil & Gas segment. the Group’s net financial expenses were impacted by non-recurring expenses relating to the refinancing in the context of the initial public offering of the Company.4 to the consolidated financial statements for the financial year ended December 31. minus investment flows (excluding external acquisitions) for the year. personnel expenses. Key performance indicators The Group uses EBITA and the Cash Conversion ratio as the primary production performance indicators. In 2014 and 2015. It also includes the costs of external growth. the technical assistance activities. which could significantly impact the activities. if they were to remain at current levels or decrease further. EBITA is not a standardised accounting measure that meets a single generally accepted definition. cash equivalents and the net expenses and income from sales of marketable securities. income and other taxes. Deferred taxes are not discounted. the amortisation expenses for the year. or even a measure of liquidity. minus income taxes.

1.3) (1.4 105. (4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31.4 5. SNC Parc Saint-Christophe and other non-operational entities. (2) The costs related to the discontinued activities/reorganisations for the financial year ended December 31.200.296. Production bridge table 2015 2014 Restated (4) 5.1 (1) The SONAID company is fully consolidated in the consolidated financial statements whereas it is consolidated at the level of its interest in management (55%). EBITA bridge table 2015 2014 Restated (1) 351. relating to an arbitration proceeding initiated by the Ministry of Defense.1) (50. • the contribution to the operating income of discontinued activities for €1.0 million.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation 2015 2014 Restated (1) Performance indicators Production (in millions of euros) 5.6 5. 2015 include the following items: • costs related to the initial public offering (June 2015) for €3. (3) Reinvoicing for services performed by Group entities to non-managed joint ventures. 2015 include the following items: • the recording of a provision of €13.2 In millions of euros Production SONAID at 100% (1) Holding activities (2) Other (3) REVENUE FROM ORDINARY ACTIVITIES 30. including €23. 2015 included in Section 20.9 25.431.9 million in External expenses).4 In millions of euros EBITA Amortisation of goodwill allocated (36.1.1) Discontinued activities/reorganisations (2) (17. • costs related to the share employee offering (December 2015) for €26.1 of this Registration Document). (5) The Other items correspond mainly to the costs related to external growth projects.8) (23.1.1 of this Registration Document).368.0 million for the discount and the remaining amount for the implementation costs.4 Cash Conversion ratio 105% 102% (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. (2) Revenue excluding Groupe de SPIE Operations.1 million. (4) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31.1) 0.3 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. • restructuring costs for €3.7) 267.0 335.5 142. revenue from entities consolidated under the equity method.0) Financial commissions Minority interests (3) Costs related to the initial public offering (June 2015) and to the share employee offering (December 2015) (4) Other (5) OPERATING INCOME OF THE GROUP INCLUDING COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD 3.8) (2.8 (29.6) (10.4) (1. 2015 included in Section 20.0 million (including €2.6 5.8 million for the employer contribution (including social charges) paid by the Group.200.9 251.6 3.5 million. (3) The minority interests correspond to the share of the operating income of the company Sonaid that does not belong to the Group (45%).7 million for losses on a loss-making contract at the time of acquisition of the activities in the United-Kingdom.9 5.1 of this Registration Document). 76 . €2.0 335.4 EBITA (in millions of euros) 351.296.1 million recorded in Other operating income and expenses and €0.1 (1.8) (1.REGISTRATION DOCUMENT 2015 / SPIE SA . 2015 included in Section 20. reinvoicing outside the Group that is not included in the operational activity (essentially reinvoicing of expenses for account).

(2) The cash impact of the items of the bridge EBITA / Operating income includes the following items: • the employer contribution (including social charges) paid by the Group in the context of the share employee offering for €23.8 million.3 million paid as CVAE (Cotisation sur la valeur ajoutée des entreprises).5 million.6 Cash impact of the items of the bridge EBITA / Operating income (2) (58.6 million. • the payment of the costs related to the initial public offering for €3.3 Adjustment of the amortization of the affected goodwills 36. of year N-1 (excluding any contribution from any companies acquired during year N) compared with the production performed during the twelve months of year N-1 by the same companies. mainly.0 million.7) Net Capex 31. • restructuring costs for €14. • the adjustment of the financial income and of the tax. for €59. 9.6 million corresponding mainly to expenses accounted for in 2014 related to the integration of SPIE GmbH. • the exceptional items. • expenses related to the reorganizations and discontinued activities for €17.5.2 Net tax paid excluding impact of the CICE (1) (68.1  (1) Adjustment for the exceptional items 111. corresponding specifically for 2015. Organic growth represents the production completed during the twelve months of year N by all the companies consolidated by the Group for the year ended December 31. 2015. • loans granted to the employees in the context of their subscription to this share employee offering for €3. the Group presents the change in its production in terms of organic growth. • the cash impact of discontinued activities for €8.9 (1) The next tax paid excluding the impact of the CICE (French State’s credit for competitiveness and employment) includes €21.4 million. 2015. as it is an expense without any cash impact. As regards the financial year ended December 31. independently of the date on which they were first consolidated within the Group. Organic growth In this Chapter 9 of this Registration Document.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS General presentation Adjusted net income attributable to the Group reconciliation table In order to set the level of dividend it intends to distribute for a given financial year. Operating Cash Flow bridge table In millions of euros 2015 Operating Cash Flow 368. 77 . • the income of the discontinued activities held for sale in application of IFRS 5 for €4.1. the net income attributable to the Group has therefore been adjusted of the following items: • the amortization of affected goodwills. in order to neutralize the non-recurring items.7 (1) The exceptional items for the financial year 2015 are: • costs related to the initial public offering and to the share employee offering.0 million.3 ADJUSTED NET INCOME ATTRIBUTABLE TO THE GROUP 192. 2015 In million of euros Net income attributable to the Group 45.2) NET CASH FLOW FROM (USED IN) OPERATING ACTIVITIES (IFRS) 272. to adjustments designed to reflect hypothetically completion of the initial public offering of the Company as of January 1.1 million. the Group calculates an adjusted net income attributable to the Group. 2015. for €29. based on an hypothetical completion of the initial public offering as of January 1.8 million. • financial fees and other items for the remaining amount.

304 (18.1 of this Registration Document.918) (60. (2) For the detail of “Other financial income and expenses”.612) Net income attributable to: (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes). 2015 included in Section 20.495 250. 2014 9.691 (13.292) (39.148 In thousands of euros Revenue from ordinary activities Other revenue 31.623) Income taxes Net income from continuing operations attributable to: • Shareholders of the parent Company • Non-controlling interests (6.668 (13.341) Operating income from ordinary activities 314. 2015 and December 31.187) Consolidated Operating Income 267.361) • Non-controlling interests (6.450) (5.874) • Shareholders of the parent Company 45.874) Net income from discontinued operations or operations being sold (4.563 31.1 of this Registration Document).853 5.612) 49.977) (251) 38.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31.297 Net financial expenses (74.977) (251) 42.1. 2014 Income statements 2015 2014 Restated (1) 5.874 251.239 (5.973) (165.412) Other financial income and expenses (2) (92.691 (13. 2015 included in Section 20.2.738) NET INCOME (LOSS) 38.047 Other operating income and expenses (47.471) (36.983 25.860 Operating expenses Profit/(loss) from equity affiliates 379 437 267.559 (57. 78 . as well as of the non-recurring refinancing costs reallocated on the line “Other financial income and expenses” (see Note 4 to the consolidated financial statements for the financial year ended December 31.431. ANALYSIS OF INCOME FOR FINANCIAL YEARS ENDED DECEMBER 31.1.326) Operating income after share of net profit/loss from equity affiliates Income before tax from continuing operations 99.281 (18. 2015 AND DECEMBER 31.368.966 287.304 (18.387) (4.112.433) Net income from continuing operations 42.148. see Note 9 to the consolidated financial statements for the financial year ended December 31.REGISTRATION DOCUMENT 2015 / SPIE SA .

3% i. €113.9 901. to €5.431.3 million. Organic growth for the segment was -0.2 million for the financial year ended December 31. Production increased by 1.1%. Organic growth for the entire segment was down by -10.2%.1 million for the financial year ended December 31.8%. with SPIE’s operational model.e.296. 2015.2 million. France In difficult economic conditions.291. Germany & Central Europe The Germany & Central Europe segment recorded growth of 14.309.2.200.6% at constant exchange rate). from €2.1.e. priority was given to careful selection of new business. primarily due to the contribution of acquisitions completed in 2015. 2015 and December 31.4 1. primarily due to a very marked drop in the OCTG business of -37.7 million.1 of this Registration Document). from €787.6% at constant exchange rate. The table below details the breakdown of production by operating segments for the financial year ended December 31. Oil & Gas and Nuclear Production in the Oil & Gas and Nuclear segment decreased by 5.2.4 million for the financial year ended December 31.6 Production 2014 Restated (1) 2. 2014 9.4 In millions of euros (1) Restatements of Portugal (North-Western Europe) pursuant to IFRS  5 (non-current assets held for sale and discontinued operations) (see Note  4 to the consolidated financial statements for the financial year ended December 31.2. 2015. for 2. This increase resulted primarily from the contribution represented by the acquisitions completed in 2014 and 2015. or €63. to €1.7 793.2. 2015 and 2014: France Germany & Central Europe NorthWestern Europe Oil & Gas and Nuclear Total Production 2015 2.4%. primarily due to the contribution over the whole year from the acquisitions completed in 2014.2.1 1. from €836. and offset by rigorous selection of contracts in the United Kingdom and Morocco. to €901. €42.. 9.8 million for the financial year ended December 31.1%. 2014 to €5.1%.7% at constant exchange rate.2% at constant exchange rate.2.200.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31.2. from €5.8  million for the 79 .2 5.9 million for the financial year ended December 31. and from external growth transactions achieved in 2015.6 million for the year ended December 31.1. Revenue from ordinary activities 9.1 million for the financial year ended December 31. whilst the other core business activities dropped by -5.309. the increase in production primarily resulted from the contribution over the whole year from acquisitions completed in 2014. in Germany and Switzerland. impacted by continuation of alignment. €97. 2015.2. 2014.1%. Production in the North-Western Europe segment saw growth of 10. €121. by €96. i. from €5. 2014.2.8% at constant exchange rate.389.296.2. 2015. 9.e.0 million for the financial year ended December 31. production in the Oil & Gas segment fell. 2015 included in Section 20.e.0% at constant exchange rate in 2015.1 million. Organic growth in the segment was down by 4.1. 2014 to €2.9 5. 2014.8 836. to €793. 2015.9 million for the financial year ended December 31. 9.4 million for the year ended December 31. Organic growth for the segment was -0.2. i. for 1. i. 2014. by focusing on high-margin contracts. with growth in the Netherlands and Belgium.e. Production Consolidated revenue from ordinary activities increased by 1.3.9  million.2. 2015. from €187.3%.187. 9.4. i. In a particularly difficult economic context linked to the decrease in the oil price.7 million.291. which included SPIE ICS in Switzerland.6% (-3.389. North-Western Europe financial year ended December 31. With organic growth of 1.7 for the financial year ended December 31.368. production in the France segment fell by 4.0 787.

3. External expenses The Group’s external expenses increased by 4. as well as purchases of equipment and supplies incorporated in the production. 2014 to €315.8% increase in purchases consumed and external expenses between the financial years ended December 31. 2015 included in Section 20.1. for a total of €23.646) (59. supplies and other consumable supply.1  million for the financial year ended December 31. This growth is primarily due to the impact of external growth. 2014 to €2.341) Other operating income and expenses TOTAL OPERATING EXPENSES (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31.1  million for the financial year ended December 31.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31.2. (1) Purchases consumed include purchase of raw materials.144) Net amortisation.3.044.9 million for the financial year ended December 31. 2015 is correlated to the increase in revenue from ordinary activities.961.0 million for the financial year ended December 31.980. 2014 and December 31.6 of this Registration Document).2. 2014 to €267.5) million for the financial year ended December 31. 9.5 million for the financial The table below sets forth the distribution of operating expenses for the financial years ended December 31. costs of the initial public offering in June 2015 for €2. 2014.044. recognition of a provision of €13.026. 2015.148. 2014 and December 31.110.5 million for the financial year ended December 31. relating to arbitral proceedings initiated by the Ministry of Defence (see Section 20.1 million.7 million for the financial year ended December 31.069.026.037 (5.5% or €89. from €1. Personnel expenses Personnel expenses increased by 3.131) Personnel expenses In thousands of euros (2.110.0 million for the financial year ended December 31.0 million for the financial year ended December 31.2. 2015 and December 31.9 million.980.962.450) (5. to €5.1 million. depreciation and provisions (21.908 52.3 million for the financial year ended December 31.3. 2015. from €1.2.146) (1.3. from €287. 2015.3% or €64. 9.953) Income and other taxes (48.6 million.2.2.638) 61. mainly due to increased external expenses and personnel expenses.9% or €65. Operating expenses year ended December 31.1 of this Registration Document). Consolidated operating income The Group’s consolidated operating income increased by €16.7% or €36. 2015: 2015 2014 Restated (1) Purchases consumed (1. The 0. from €5.148.3. 2015. 9.681) (1. 2015.7 million for losses on a lossmaking contract at the date of taking over activities in the United Kingdom. or 9.2 million for the financial year ended December 31.8 million. 2014 to €1. This increase is primarily due to the following: • recurring operating income.6% from €250.069.112.197) (1.7%. Purchases consumed The Group’s purchases consumed  (1) decreased by 5.112.REGISTRATION DOCUMENT 2015 / SPIE SA . • other operating income and expenses amounted to €(47. 9. 2014 to €2.2 million.5 million for the financial year ended December 31.8 million.512) External expenses (2. 2014 9.1. 2015 and mainly included the employer contribution paid as part of the share capital subscription offer of SPIE SA.4.688) (52. 2015.1 million. The Group’s operating expenses increased by 0. which increased by €27. or 6. from €1. reserved for employees. 80 .

2015.5. 9.2. 2014 and December 31. 2014 to €59. rigorous in management of activities and attention to costs.0 million for the financial year ended December 31.5% in 2014 to 4. or 4. 2015. EBITA Consolidated EBITA increased by €15.6 million. 2015.1 France EBITA for the France segment fell by €3.7%.0%.6 17.2. 2014 to €35.4 75.0 6.2.4 335. from €27.9%.4 million.5% 4.1  million for the financial year ended December 31.4 Oil & Gas and Nuclear EBITA for the Oil & Gas and Nuclear segment increased by €1.0) million for the financial year ended December 31. or 54.2 Germany & Central Europe EBITA for the Germany & Central Europe segment increased by €8.6% in 2015.0% 4. 2014 to 6.6 million for the financial year ended December 31.9%.4 6.5% in 2014 to 4.5. or 11. from 9. from €53. 2015. which increased up by 15 basis points to reach 6.4 million for the financial year ended December 31. The EBITA margin rose by 18 basis points. 2014 9. from 3.6.2 million.7 53. from €75.4% (1) Restatements of Portugal (North-Western Europe) pursuant to IFRS 5 (non-current assets held for sale and discontinued operations).2 million. 2014 to €77.1 35.6% 9. 2014 to €351.6% of production for the financial year ended December 31.7 59.0% in 2015. 2015 and December 31. were reflected in the margin. 9.3 27.0 20.6 million for the financial year ended December 31.4% of the production in the financial year ended December 31. The EBITA margin increased by 44 basis points.6 351. from €(165.0% n/a 6.3 million for the financial year ended December 31.7% in 2015.7 million for the financial year ended December 31. The EBITA margin for the segment increased from 4. from €335.2.0% in 2014 to 9. The EBITA margin for the segment increased by 66 basis points. 2015.5. The following table shows the EBITA by operating segment for the periods indicated and as a percentage of production for each segment: France Germany & Central Europe NorthWestern Europe Oil & Gas and Nuclear Holding TOTAL 158. from €161. or 1. 9.8% 3.7%.4) million for the financial year ended December 31. The following table details the evolution of the net financial expenses for the financial years ended December 31.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31.2.0 million. 9.0 million for the financial year ended December 31.7 million for the financial year ended December 31.4  million. from 6. Selectivity in order bookings. 9.9% 4.2.7% n/a 6.5% 9.5.4 million for the financial year ended December 31. 2014 to €(75. or 2.8%. Net financial expenses Net Financial expenses decreased by €90. boosted by deployment by SPIE of its operational model in Germany. 2015. 2014 to €158.5. 2015.9%. This decrease mainly resulted from a decrease in interest expenses relating to refinancing operations completed in 2015. including those relating to structure. or 28.6% In millions of euros 2015 EBITA EBITA as a % of production 2014 EBITA Restated (1) EBITA as a % of production 161. 2015: 81 .6 77.3 North-Western Europe EBITA for the North-Western Europe segment increased by €6.

This improvement is mainly due to the growth in operating income in 2015 and the reduction in costs of net financial debt.8.0 million for the financial year ended December 31. mainly those of the tax consolidation groups in France. primarily as a result of an increase in the current income tax expense of €9.837 (5. 2014 2015 2014 Restated (1) (76.158) (166.4 million for the financial year ended December 31. 2015 included in Section 20. 2014 to €57.973) (165.064 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31.1 of this Registration Document). due to a decrease in tax loss carryforwards generated and capitalised.1 of this Registration Document).REGISTRATION DOCUMENT 2015 / SPIE SA December 31.278 (57.106 980 In thousands of euros Interest expenses Interest income and expenses on cash equivalents Net income from sales of marketable securities NET FINANCIAL EXPENSES 79 213 (74.3 million for the financial year ended December 31.9. from €25.2.197) (773) (40) 14.563 25. 2015 compared with -€18.1 million and a decrease in deferred tax income of €8.1. 2015.CHAPTER 9: REVIEW OF THE GROUP’S FINANCIAL POSITION AND RESULTS Analysis of income for financial years ended December 31. Income taxes Income taxes increased by €17.855) (64. 9. 2015 and December 31. Germany and the United Kingdom.605) 1. 2014.6 million. a reduction in cost of debt and other financial income and expenses of €57.8 million.237) 14. . 2015 included in Section 20.4 million. This change is mainly due to the growth in operating income of +€16.412) (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (Duties and Taxes) (see Note 4 to the consolidated financial statements for the financial year ended December 31.292) (39.9  million.9 million from €39.2.2. and an increase in tax expenses of €17.3 million for the financial year ended December 31. An analysis of the Group’s tax liability is set forth below: 2015 2014 Restated (1) Current taxes (73. Net income Net income increased by €56.7.6 million for the financial year ended 82 . Income before tax from continuing operations Income before tax excluding impact of the discontinued activities increased by €74. 9.9 million. 2014 to €100. It amounted to +€38.433) In thousands of euros Tax liability on the income statement TAX (EXPENSE)/INCOME ON THE INCOME STATEMENT Tax liability in other items of comprehensive income Net income/(loss) on cash flow derivatives Net income/(loss) net on post-employment benefits TAX (EXPENSE)/INCOME IN THE OTHER ITEMS OF COMPREHENSIVE INCOME (5. 9.6 million for the financial year ended December 31. 2015.7 million.711) Deferred taxes 16.1.

..................................85 10.2........... 2014 and 2015..1.........2......................................... Financial liabilities ........... CONSOLIDATED CASH FLOW .......................................87 10.. Overview .86 10................................6 Representations and covenants .................88 83 ...............87 10. 94 10... 94 10.........2..... Group cash flows for the financial years ended December 31.......................2.................................. OVERVIEW ...89 10........................................2............ 89 10...........................5..... GOODWILL ...............................................................89 10...8 Events of default ..................................................84 10................................1.................. Capital expenditures ...............88 10..............................3......................................................7 Prepayment ......5 Security interests .........2.. Payment of interest and repayment of borrowings .........................................87 10....2...........................CHAPTER 10 University Medical Center Groningen............. Financing of working capital requirements ...89 10.... 84 10..... PRESENTATION AND ANALYSIS OF THE MAIN CATEGORIES OF USE OF THE GROUP’S CASH .......87 10... FINANCIAL RESOURCES AND FINANCIAL LIABILITIES ................................1................4....2................................. Securitisation facility .... 90 10................ 84 10..........3.............................3...................................................2........4 Interest rate and fees ........ electrical cabling and distribution network for the Datacenter..6.2........................3.........3 Credit facilities ..................2........3. LIQUIDITY AND SHARE CAPITAL 10...............4.. Netherlands Supply and installation of ICT equipment.9...............................2............90 10....... CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS .....1..........

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Overview

10.1. OVERVIEW
The Group’s principal financing requirements include its working capital requirements, capital expenditures (particularly
acquisitions), interest payments and repayment of borrowings.
The Group’s principal source of liquidity on an ongoing basis
consists of its operating cash flows. The Group’s ability to
generate cash in the future through its operating activities
will depend upon its future operating performance which is in
turn dependent, to some extent, on economic, financial, competitive, market, regulatory and other factors, most of which
are beyond the Group’s control (specifically the risk factors in
Chapter 4 “Risk factors” of this Registration Document). The
Group uses its cash and cash equivalents to fund the ongoing
requirements of its business. The Group holds cash only in
euros.

The Group is also financed by recourse to debt. In 2015, it
refinanced its indebtedness by repaying its 2019 €375 million
high-yield bond and its 2022 €185.6 million bond in January
2015 and by concluding a new Senior Facility Agreement (see
Section 10.2.2.1 of this Registration Document) in connection
with its initial public offering.
Pursuant to Article 28-1 of Regulation (EC) No. 809/2004,
information relating to the Group’s liquidity and share capital
for the financial year ended December 31, 2014, set out in
Section 10 “Liquidity and Share Capital” of the IPO Registration
Document, are included by way of reference in this Registration
Document.

10.2. FINANCIAL RESOURCES AND FINANCIAL LIABILITIES
10.2.1. Overview
In the past, the Group has principally relied on the following
sources of financing:
• Net cash flows from operating activities, which totalled
€293.3 million and €272.9 million for the financial years
ended December 31, 2014 and 2015;
• Available cash. Cash and cash equivalents at December 31,
2014 and 2015 totalled €510.1 million and €603.8 million,
respectively; and

84 - REGISTRATION DOCUMENT 2015 / SPIE SA

• Indebtedness, which consists of the Senior Credit Facilities
Agreement, direct borrowings from banks and other
lenders, the securitisation facilities (see Section 10.2.2.1
of this Registration Document), interest accrued on the
Senior Credit Facilities Agreement and short-term bank
credit facilities.

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Financial resources and financial liabilities

10.2.2. Financial liabilities
The Group’s financial liabilities totalled €2,405.4 million and €1,517.5 million at December 31, 2014 and 2015, respectively. The
following table shows the distribution of the Group’s total debt as at the indicated dates:

In millions of euros

As of December 31,
2015

As of December 31,
2014 (1)

1,125.0

949.8

0.0

375.0

0.0

44.0

0.0

100.0

Borrowing from credit institutions
Senior Credit Facilities Agreement
SPIE BondCo 3 debt

(2)

Makewhole
Capex
Revolving

50.0

Other

0.4

0.8

Capitalisation of borrowing costs

(14.5)

(31.8)

Securitisation

286.9

300.0

53.1

19.3

0.1

0.3

12.1

12.7

Bank overdrafts
Bank overdrafts
Interest on overdrafts
Other borrowing and financial liabilities
Financial leases
Accrued interest on loans

0.0

59.7

Other borrowing with parent company

0.0

552.6

Other borrowing and financial liabilities

4.1

8.3

Derivative financial instruments

0.3

14.7

1,517.5

2,405.4

FINANCIAL LIABILITIES

(1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated
financial statements for the financial year ended December 31, 2015 included in Section 20.1.1 of this Registration Document).
(2) Corresponding to the amount of the High Yield bond repaid in 2015.

As of December 31, 2015 and 2014, the net debt/EBITDA ratio
of the Group amounted to respectively 2.4x and 3.4x.
As of December 31, 2015, the Group complied with all of its
covenants with regard to the financing agreements described
in this Section.

The above mentioned ratios are based on an adjusted EBITDA.
The adjusted EBITDA represents the income generated by
the Group’s permanent operations before tax and financial
income. It is calculated before depreciation and amortisation
of fixed assets and goodwill. EBITDA margin is expressed as a
percentage of production. The table below sets out the bridge
between EBITA and adjusted EBITDA for the financial year
ended December 31, 2015:

In millions of euros
Group EBITA
Depreciation of tangible and intangible assets (excluding allocated goodwill)
EBITDA
Adjustment (12-month effect of acquisitions)
ADJUSTED EBITDA

351.0
36.6
387.6
1.2
388.8

85

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Financial resources and financial liabilities

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

In thousands of euros

Total as of
December 31,
2014

Decrease

Increase

Total as of
December 31,
2015

375,000

(375,000)

0

43,968

(43,968)

0

Loans from credit institutions
Dette SPIE BondCo 3 (1)
Makewhole
A Facility from the New Senior Credit Facilities Agreement

0

0

1,125,000

1,125,000

B Facility

558,024

(558,024)

0

0

C1 Facility (previously A Facility)

163,458

(163,458)

0

0

C2 Facility

228,293

(228,293)

0

0

0

(625,000)

625,000

0

0

(185,600)

185,600

0

100,000

(107,500)

7,500

0

E Facility
Second lien
Capex
Other
Capitalisation of borrowing costs
Revolving (maturity August 31, 2017)
Revolving (maturity May 11, 2020)
Securitisation

820

(434)

0

386

(31,775)

17,250

0

(14,525)

0

(70,000)

70,000

0

0

0

50,000

50,000

300,000

(13,083)

0

286,917

19,269

0

33,814

53,083

289

(175)

0

114

12,738

(602)

0

3

59,693

(59,690)

0

0

552,619

(552,619)

0

0
4,113

Bank overdrafts
Bank overdrafts
Interest on overdrafts
Other loans and financial liability
Financial leases
Interest on loans
Other loans from the parent company
Other loans and financial liability

8,337

(4,224)

0

Derivative instruments

14,675 (2)

(14,366)

0

309

FINANCIAL LIABILITY

2,405,408

0

1,517,537

(1) Corresponding to the amount of the High Yield bond repaid in 2015.
(2) Including €12,825,000 on the rate swaps covering lines B Facility, C1 and C2 Facilities, Revolving and Capex.

The main factors comprising the Group’s financial liabilities
are detailed below.

10.2.3 Credit facilities

10.2.2.1. Senior Credit Facilities Agreement

The Senior Credit Facilities Agreement provides for two lines
of credit totalling €1,525 million, consisting of:

At the time of its initial public offering, the Group proceeded
with its refinancing, in particular by repaying its existing
syndicated loan agreement.
On that occasion, the Group entered into a replacement new
Senior Credit Facilities Agreement (the “Senior Facilities
Agreement”) with a syndicate of international banks (the
“Lenders”), including BNP Paribas, HSBC France and Société
Générale as Coordinators.

86 - REGISTRATION DOCUMENT 2015 / SPIE SA

• a €1,125 million first ranking term loan “A” facility (“A
Facility”), drawn down in full, with five-year maturity as
from June 11, 2015; and
• a €400 million revolving credit facility (Revolving Facility),
with five-year maturity as from June 11, 2015, drawn down
to the amount of €50 million as of December 31, 2015.

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Financial resources and financial liabilities

10.2.4 Interest rate and fees
Interest is payable on loans under the Senior Credit Facilities
Agreement at a floating rate indexed to EURIBOR in relation
to any loan drawn in euros, to LIBOR in relation to any loan
drawn in a currency other than in euros, and to any appropriate

reference rate for loans drawn in Norwegian, Swedish or
Danish Krone, plus in each case the applicable margin. The
applicable margins as follows:
• for the first ranking term loan agreement: 2.625% per
annum;
• for the Revolving Credit Facility: 2.525% per annum.

The table below shows the rate spread of each of the credit facilities based on the Group’s leverage ratio. As of December 31, 2015,
the Group’s leverage ratio amounted to 2.4x:
Revolving Facility

First term loan

>3.5x

2.525%

2.625%

≤3.5x and >3.0x

2.275%

2.375%

≤3.0x and >2.5x

2.025%

2.125%

≤2.5x and >2.0x

1.775%

1.875%

≤2.0x

1.525%

1.625%

Leverage ratio (Net Debt / EBITDA)

10.2.5 Security interests
The Senior Credit Facilities Agreement does not contain any
obligation for the Group to create security interests.

10.2.6 Representations
and covenants

Finally, the Senior Credit Facilities Agreement requires compliance with financial covenants, including the maintenance
of certain financial ratios, which will significantly limit the
amount of indebtedness that may be incurred by the members
of the Group. In particular, the Group is required to maintain a
leverage ratio (defined as the ratio between the total amount
of the net debt and EBITDA) of 4.00:1 up to June 30, 2017
(inclusive) and of 3.50:1 thereafter, calculated every six months
in accordance with the total amount of its net debt at that date
and the EBITDA prevailing over a 12-month rolling period.

The Senior Credit Facilities Agreement contains certain
negative covenants, among other things:
• changing the nature of the Group’s business;
• incurring additional financial indebtedness;
• providing illegal financial aid;
• carrying out mergers (except for those not involving the
Company itself);
• disposing of assets.
The Senior Credit Facilities Agreement also requires to comply
with affirmative covenants, including the maintenance of
insurance policies, payment of applicable taxes and duties,
compliance with applicable laws, maintenance of the credit’s
ranking, and requires the Group’s main subsidiaries to bind
themselves as guarantor under the Senior Credit Facilities
Agreement.

10.2.7 Prepayment
Indebtedness incurred under the Senior Credit Facilities
Agreement is automatically repayable (subject to certain
exceptions) in whole or part upon the occurrence of certain
customary events, including a change of control, a sale of all
or a substantial part of the business or assets of the Group or
non-observance of the legislation in force.
Indebtedness under the Senior Credit Facilities Agreement
may also be voluntarily prepaid by the borrowers in whole
or in part, subject to minimum amounts and observance of a
period of notice.

87

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Financial resources and financial liabilities

10.2.8 Events of default
The Senior Credit Facilities Agreement contains relatively customary events of default, including non-payment, cessation of
business, failure to comply with the financial covenants or with
any other obligations, or declaration of a cross-default, certain
early amortisation events in relation to the Securitisation
Facilities, an insolvency proceeding, material litigation, or the
existence of qualifications made by the Group’s auditors on
business continuity.

10.2.9. Securitisation facility
As part of their activity, on April 17, 2007 SPIE SA and certain
of its French and Belgian subsidiaries (together the “Sellers”)
and SPIE Operations, as centralizing agent, entered into a
securitisation facility pursuant to the use of a securitisation
fund (fonds commun de créances) (the “FCC”). The FCC was
established by Paris Titrisation as management company and
with Société Générale acting as custodian (the “Securitisation
Facility”).
The 2007 Securitisation Facility was amended on August 23,
2011 pursuant to an amendment agreement that entered

into force on August  30, 2011 and that had the effect of
extending the duration of the Securitisation Facility for a
period of six years from August 30, 2011, i.e. to no later than
August 30, 2017. In addition, under the terms of the amended
Securitisation Facility, the securitisation commitment was
increased from €250 million to €275 million on November 18,
2011, then to €300 million on March 15, 2012. On February 7,
2014, GIE SPIE Telecom Services joined the Securitisation
Facility.
Since June 27, 2014, the stakeholders of the Securitisation
Facility agreed to place the FCC under the FCT (fonds commun
de titrisation) procedure. The FCT also constitutes a fonds commun de titrisation governed by Articles L. 214-167 to L. 214-186
and R. 214-217 to R. 214-235 of the French Code monétaire et
financier.
In 2015, the securitisation facility of €300 million set up in
2007, with maturity on August 30, 2017, was renewed under
the following conditions:
• duration of facility of five years as from June 11, 2015
(barring early cancellation or amicable cancellation);
• maximum amount of financing of €300 million with option
to increase financing to €450 million.

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

Commitment as
at December 31,
2015

Drawn as at
December 31,
2015

Gross amount
of receivables
assigned as at
December 31,
2015

Expected
Maturity

Interest rate

Euro

€286.9 million

€286.9 million

€526.2 million

June 2020

Commercial paper funding
costs/ EURIBOR/ EONIA +
Margin + commission fees

Sellers
Certain members
of the SPIE Group in
Belgium and France

The FCT is a French fonds commun de créances that is not a
member of the Group. Prior to an event of default, the FCT
purchases receivables from the Sellers (subject to certain
eligibility criteria) for a payment of an amount equal to the
face amount of the receivables. Prior to any default, collections
relating to the receivables continue to be made by clients on
collection accounts dedicated to the FCT and are swept periodically to the FCT’s bank account (subject to, unless an event of
default has occurred, netting against the purchase price owed
for newly originated receivables). The Sellers, in their capacity
as collectors of the receivables to the FCT, remain responsible
for payment of the deposits and management of defaults and
arrears relating to the receivables.

88 - REGISTRATION DOCUMENT 2015 / SPIE SA

The FCT obtains funding pursuant to (i) the issuance of securities subscribed by the entities that undertake issuances of
asset-backed commercial paper (which benefit from liquidity
facilities granted by financial institutions) and (ii) for the
portion of funding not advanced by the financial institutions,
indirectly by SPIE Operations.
The Securitisation Facility (to fund the purchase of newly
originated receivables), as amended, ends on June 11, 2020,
subject to the renewal on an annual basis of the liquidity
facility provided by the financial institution to its asset-backed
commercial paper conduit. The Securitisation Facility is
subject to certain trigger events, the occurrence of which will
prevent additional financing of newly originated receivables

CHAPTER 10: LIQUIDITY AND SHARE CAPITAL
Presentation and analysis of the main categories of use of the Group’s cash

and the amortisation of the principal amount outstanding of
financial indebtedness under the Securitisation Facility. These
trigger events include events relating to the performance of
the receivables, breach of the financial covenants set out in
the Senior Credit Facilities Agreement, a minimum volume
of transferred receivables and payment cross-acceleration
provision relating to the Senior Credit Facilities Agreement
or following termination of the Senior Credit Facilities
Agreement, other indebtedness in excess of €250 million.

Direct recourse against the Sellers is limited to repurchase of
the relevant receivables, which are sold to the FCT in breach
of warranty and payment of compensation in relation to
receivables where dilutions have occurred (including, without
limitation, a decrease in the value of the receivables caused
by refunds, credits or set-off). The conduit and/or financial
institution providing the securitisation commitment also
benefits from cash reserves provided by SPIE SA by way of
credit enhancement.

10.3. PRESENTATION AND ANALYSIS OF THE MAIN
CATEGORIES OF USE OF THE GROUP’S CASH
10.3.1. Capital expenditures
The Group classifies its capital expenditures in the following
categories:
• acquisitions of new companies as part of the Group’s
external growth policy; and
• the renewal of tangible and intangible fixed assets, particularly materials.
The Group’s capital expenditures for the financial years
ended December 31, 2014 and 2015 totalled €99.2 million and
€62.8 million, respectively. For additional information regarding the Group’s historical, ongoing and planned future capital
expenditures, see Section 5.2 of this Registration Document.

10.3.3. Financing of working capital
requirements
Working capital requirements primarily correspond to the
value of inventory plus client receivables and other operating
receivables, minus supplier debts and other operating debts.
The Group’s working capital requirements were negative
for the financial years ended December 31, 2014 and 2015,
contributing significantly to financing of the activity, specifically
through its low inventory, the structure of the agreements
entered into with its clients, and its dynamic policy in terms of
billing and collection of receivables.
Working capital requirements totalled €(337.9) million at
December 31, 2014 and €(388.8) million at December 31, 2015.

10.3.2. Payment of interest and
repayment of borrowings
Much of the Group’s cash flows go to servicing and repaying
its indebtedness. The Group made interest payments of
€106.4 million and €101.2 million in the financial years ended
December 31, 2014 and 2015, respectively. As repayment of
its borrowings, it also paid €27.5 million and €2,830.8 million,
respectively, in the financial years ended December 31, 2014
and 2015.

89

5 million in 2014 to €261. CONSOLIDATED CASH FLOW 10. 2015 2014 Restated (1) 261.9 293.1.1.9 million. largely due to the costs of the initial public offering in June 2015 and the contribution paid in the context of the employee share offering completed in December 2015 and recognised as operating income.4.9 million for the financial year ended December 31. 2015: Financial year ended December 31.1 of this Registration Document).9 293. . 2015.2 108. This decrease of €20.7 24. 2014 and 2015: Financial year ended December 31.1 of this Registration Document).4 million mainly resulted from a decrease in internally generated funds from operations.2) (156.4.2) Impact of changes in exchange rates (4.1.1.3 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. 2015.9 million between the two financial years.5 In millions of euros Internally generated funds from operations Dividends received from equity affiliates Income tax paid Changes in operating working capital requirements NET CASH FLOWS FROM OPERATING ACTIVITIES 0.3 (1) Restatements pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) and the provisions of IFRIC 21 (see Note 4 to the consolidated financial statements for the financial year ended December 31. respectively.REGISTRATION DOCUMENT 2015 / SPIE SA 10. 10. Net cash flows from operating activities The following table shows items of the Group’s cash flows resulting from operating activities for the financial years ended December 31. 2014 and December 31.4.0 million in 2015. 2014 and 2015 The following table summarises the Group’s cash flows for the financial years ended December 31.5 million and €261.0 million in the financial years ended December 31.8 million in 2014 to €52. 2015 included in Section 20.4 0.1.0 290. offset by changes in operating working capital requirements which decreased from €24. a decrease in €29. 2014 and December 31.7 million in 2015. 2015 2014 Restated (1) 272. from €290.2 million paid in 2015. 90 . Group cash flows for the financial years ended December 31. i.5 million.3 NET CASH FLOW 58.1.3) 52.8) (99.CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow 10.3 million paid in 2014 to €41.8 272.3 In millions of euros Net cash flows from operating activities Net cash flows used in investing activities Net cash flows provided by financing activities (62. 2014 and €272.4.6) (95.e. Net cash flows from operating activities totalled €293.7) 9. a difference of €27. 2015 included in Section 20.1 Internally generated funds from operations Internally generated funds from operations totalled €290.4 (41.1.3 million for the financial year ended December 31. an increase in tax paid of €18.2) (22. from €22.

This change is also due to an increase in tax paid in Germany The changes in operating working capital requirements represented a cash inflow of €52.0) (0.8 million in the financial year ended December 31.7 million for the financial year ended December 31. This €36. 2014.4 (0. Net cash flows used in investing activities The following table presents cash flows used in investing activities for the financial years ended December 31. Thailand.2) Acquisition of tangible and intangible assets (34. as well as by earn-outs paid in respect of companies acquired previously.e.4. €18.3 Total income tax paid for the financial year ended December 31.8) (99.2 million and €33.8 million and to an increase in acquisitions of fixed assets for €8. of the Fleischhauer group in Germany. respectively. 2015 included in paragraph 20.1.1 of this Registration Document).8 1. Income tax paid includes corporate tax paid in all geographic regions in which the Group operates.4.8 million for the financial year ended December 31. 10. 2015.2 million.4) Net investment in financial assets Changes in loans and advances granted Investment grants - - Proceeds from disposals of tangible and intangible assets 2.9 - - (62. 2015 was €41.4 million. Changes in operating working capital requirements 10. 2014 and December 31.4 million in the financial years ended December 31. 2015. of the companies Thermat and Vilanova in France.2.2 Income tax paid for €2.1.7) 2. a difference of €27.9 million between the two financial years (see Note 19 to the consolidated financial statements for the financial year ended December 31.1 million by subsidiaries of SPIE OGS in Nigeria.2 million in the financial year ended December  31. Financial year ended December 31 In millions of euros 2015 2014 Effect of changes in the scope of consolidation (33.1. 2015.2 0. of the Madaule group in France.4. 2014 and €62. The cash outflows for financial year 2015 may principally be explained by the acquisition of the company Leven Energy Services in the United Kingdom.1. including ENS in the United Kingdom and the companies Vista and Viscom in Switzerland. Chad and Gabon in respect of tax arrears for previous financial years.5 million. 2014 and 2015.1.1.2 Proceeds from disposal of financial assets 0. as well as the Business Value Added Tax [contribution sur la valeur ajoutée des entreprises] (CVAE) in France.4) (74. 10. primarily due to the contribution from newly acquired companies. i.1.4 million variation was mainly due to a decrease in the impact of changes in the scope of consolidation to the amount of €40. 91 . and of the companies Vista and Viscom in Switzerland.1 Effect of changes in the scope of consolidation The effect of changes in the scope of consolidation resulted in a cash outflow of €74. This change is largely due to an increase in tax paid of approximately €13. of the Numac business in the Netherlands. of the company Scotshield in the United Kingdom.CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow 10. The cash outflows for financial year 2014 may be mainly explained by the acquisition of the Connectis group in Switzerland.2.5) (26. 2014.4.9 million more than in the financial year ended December 31.2) Dividends received NET CASH FLOWS USED IN INVESTING ACTIVITIES Net cash flows used in investing activities totalled €99. compared to a cash inflow of €24.1) (0.

2. divided up into tangible fixed assets to the amount of €2. 2015.2 million for the financial year ended December 31.8) (27.043.3.6 million in the financial year ended December  31.6 million. Changes in the 2015 financial year are as follows: 92 . compared to a net disbursement of €95.6) (95. to €2.1.1 The major changes in financial year 2015 are due to the increase in the share capital of SPIE SA and the operations of refinancing the Group’s financial debt. 10. 2014 and 2015.2 million. the initial public offering on Euronext Paris (“IPO”) was accompanied by an increase in the capital of SPIE SA of €700 million.CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow 10. compared to an outflow of €26.4.2 million.2 million in 2014.5 39.5) (101.2 million for the financial year ended December 31.4 In 2015. In 2015. . 2015. 2014.4.2.2 Acquisition of tangible and intangible assets December 31. acquisitions of tangible assets represented a total of €26.2) Net cash provided by financing activities represented a net disbursement of €156.8 million for the financial year ended December 31. acquisitions of intangible assets represented a total of €8. The change recorded may be explained mainly by changes in financial receivables relating to Public-Private Partnership contracts. Net cash flows provided by financing activities The following table shows consolidated cash flows provided by financing activities for the financial years ended December 31. compared to €19.8 in 2014.REGISTRATION DOCUMENT 2015 / SPIE SA Issue of share capital Issues of share capital totalled €733.5 million for the financial year ended December 31. 2015.2) (0.1.5) - - (156.1.1.4.830. there was no share capital issuance during the financial year 2014.2) (106. 10.1. 2014. These investments primarily represent implementation costs of software to optimise the management and control process in 2014. Financial year ended December 31 In millions of euros 2015 2014 733.1 million for the financial year ended December 31. The acquisition of tangible and intangible assets resulted in a cash outflow of €34.4 million for the financial year ended December 31.2. from €1. 2014.4) Interest paid Dividends paid to equity holders of the parent Dividends paid to non-controlling interests Other cash flows provided by financing activities NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES - - (1.3 Changes in loans and advances granted The changes in loans and advances granted represented a cash outflow of €0.4.1 - Financing activities Issue of share capital Proceeds from borrowings 2.6 million and intangible fixed assets for €0.3 million.4 million for the financial year ended Proceeds from disposals of tangible and intangible assets Cash resulting from proceeds from disposals of tangible and intangible assets increased by €1.0 million for the financial year ended December 31. 2015. compared to an increase of €2. 2014. 10.3. compared to €6. The changes recorded over the 2015 financial year are due to the amount of transfers of fixed assets for the 2015 financial year.4. 10. 2015.1 Repayment of borrowings (2. • on June 10. 2015.

reimbursement of High Yield Bonds in full for a total of €375 million. and In 2015. 10. The remaining cash generated in 2014 primarily corresponds to the implementation of client receivables financing by the Swiss subsidiary SPIE ICS (formerly Connectis) that was acquired in July 2014. In addition.3 million. situated in the Kingdom of Bahrain and a subsidiary of SPIE GmbH.2 million. 2017). respectively. 2015. for a total amount of €1. 2015 a nominal amount of €1. and repayments on the securitisation facility of client receivables to the amount of €13.3 Repayment of borrowings 10.3 million.3.1. interest paid under Tranches B.8 million in the financial years ending December 31.4.9 million.1. 2014 and 2015. respectively.147.3.3 of this Registration Document).5 million in principal and interest accrued.3 million.5 million was largely due to the prepayments of Tranches B. which increased by €35. 2015. the Group repaid all its facilities relating to the senior credit agreement dated August 18. repayments of financing linked to operational activities for €4. and • costs disbursed in respect of refinancing costs decrease the cash generated by the issued borrowings for a total amount of €39. as follows: • on January 13. 2015. respectively.CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Consolidated cash flow • on December 10. drawdown of Facility E of €625 million and issue of 2nd Lien Bonds for €185.6 million. the cash generated by proceeds from borrowings corresponded to drawings under the Capex facility.3. 2015. • in the context of its initial public offering on June 11.4.4 million and €101. C1. 2015. gave rise to a reimbursement of capital to the company’s non-controlling interests for an amount of €1.1.1 million and €2. the cash disbursed to repay borrowings totalling €2. the cash disbursed to repay borrowings totalling €27.4. with maturity on May 11.3 million in 2014.2 million in the financial years ended December 31.5 million. 2020. C1 and C2 totalling €20.2 Proceeds from borrowings The consolidated cash generated by proceeds from borrowings totalled €39. repayment of the loan granted by Clayax Acquisition Luxembourg 5 (majority shareholder of SPIE SA) to the amount of €430. in the context of its initial public offering. the implementation of an employee share offering (“ORS”) resulted in an increase in the capital of SPIE SA of €53. was drawn down to the amount of €50 million on December 31.6 million.6 million. In 2015.830. 2015. on which on June 11. C2.4. 2015. • on January 13.830. a Revolving Credit Facility. 2015. initially drawn down on January 13.8 million is essentially explained by the Group’s debt refinancing transactions.043.1.8 million. These three facilities were repaid in full on June 11.0 million. 10. the Group signed a new Senior Credit Agreement dated May 15.5 million in the financial years ended December 31. In 2014.4 million. • on January 13. and the contractual repayment of a borrowing and finance lease totalling €4.8 million. plus a makewhole of €44.1 million. 2014 and 2015. disbursements in 2015 for repayments of borrowings are also due to the contractual repayments of borrowings under leasing for an amount of €6. In 2014. • costs disbursed under the IPO and the ORS are reduced for a total amount of €18. 2014 and 2015.5 million and €2.125 million was drawn down. In addition. In 2014. and • the liquidation of the company Facility Management Bahrain WLL.3. 2015 (see Section 10. was drawn down to the amount of €97. • on June 11. capex and Revolving Credit Facility with maturity at August 31.0 million. and interest paid under in respect of the 2019 bond issue totalled €41.6 million. 2015. with maturity on August 31.5 million. in the context of its initial public offering. the cash generated by proceeds from borrowings corresponds to the Group’s financial debt refinancing transactions.0 million. as follows: • on June 11. Moreover. a Revolving Credit Facility. C1 and C2 totalled €41. Other interest paid corresponded to the securitisation facilities for €4. Repayments of borrowings resulted in net disbursements totalling €27. the Capex line for €2.4 Interest paid Interest paid resulted in disbursements totalling €106.2 million.6 million. the RCF line for €1. and rate swaps for €8. 2015. 2011 and subsequent amendments (Facilities B. 93 . the Group also repaid its Facility E of €625 million and 2nd Lien Bonds for a total of €185. 2017.

10. 94 .9 million. Other interest paid concerns the securitisation facility for an amount of €3. 2015 (Facility E and 2nd Lien Bonds) amounted to €35. Interest paid in respect of the Revolving Credit Facility amounted to €3. Facility A. C2.5 Dividends paid to non-controlling interests The Group paid dividends to non-controlling interests totalling €0. 2015 goodwill amounted to €2. Furthermore.3 million.5. 2015.2 million.6.5 million. Interest on the bond issue amounted to €17.4. SPIE Holding GmbH in Germany distributed total dividends to non-controlling interests of €0.0 million. CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS The Group’s contractual obligations and off-balance sheet commitments are presented in Note 24 of the Company’s consolidated financial statements for the financial year ended December 31.148. 2011 and subsequent amendments (Facilities B. Interest paid in respect of the new facility of the Senior Credit Agreement dated May  15.2 million. 2015.1. Dividends paid in 2014 to non-controlling interests went to foreign subsidiaries of SPIE Oil & Gas Services in the amount of €0. interest paid under facilities relating to the Senior Credit Agreement of August 18. SPIE Holding GmbH in Germany distributed total dividends to non-controlling interests of €0.CHAPTER 10: LIQUIDITY AND SHARE CAPITAL Goodwill In 2015. 2014 and 2015.9 million. included in Section 20.3.1. Dividends paid in 2015 to non-controlling interests went to foreign subsidiaries of SPIE Oil & Gas Services in the amount of €0. C1. GOODWILL As of December 31.3 million. capex) and those drawn down on January 13.9 million.5 million and €1. 10.0 million. respectively.1 of this Registration Document.REGISTRATION DOCUMENT 2015 / SPIE SA . 10.2 million for the financial years ending December 31.3 million. amounted to €15. along with interest rate swaps for €14.

With the exception of the “SPIE” brand and logos. the new Yanbu Refinery: Yasref has put SPIE in charge of the commissioning and start-up of the facilities. or even the plan for compliance with the HSE management system.” “. the Group believes that none of its other commercial names.com. 95 .be” and “.CHAPTER 11 Yasref. The Group also has various domain names. in which the extension was changed to cover the main European countries (including “. The Group uses different commercial names.fr.spie. service or commercial brands is essential to its activity. particularly www. Saudi Arabia One of the largest oil sites in Saudi Arabia. PATENTS AND LICENCES The Group has no significant research and development activity and does not hold any significant patents or licences.de”). brands and domain names in the context of its activity. RESEARCH AND DEVELOPMENT. as well as other services such as the training of 400 local engineers. All the Group’s trademarks are protected in France and within the European Union.

96 .REGISTRATION DOCUMENT 2015 / SPIE SA .

...2....... MEDIUM TERM OUTLOOK .. Germany In the Audi factory in Münchsmünster........... TRENDS .......1. 98 12................... TRENDS AND OUTLOOK 12... The Company also provides services connected with infrastructures and logistics........................................... SPIE is responsible for maintenance of the technical systems as well as optimum functioning of the production and secondary processes....... 98 97 ........................CHAPTER 12 Audi..................

and to continue improving its local network density and efficiency and enrich its service supply by taking advantage of a market which remains highly fragmented. . the Group intends to continue its strategy of regular and diversified acquisitions. 98 . In terms of external growth. MEDIUM TERM OUTLOOK The objectives and trends presented below are based on data. 12. financial situation or outlook.CHAPTER 12: TRENDS AND OUTLOOK Trends 12. especially in Germany & Central Europe and North-Western Europe. if any of the risks described in Chapter 4 “Risk Factors” of this Registration Document were to actually occur. The outlook and objectives which are based on the Group’s strategic goals do not constitute forecast data or estimates of the Group’s profit.1.2. The data and assumptions presented below may change over time or be modified due to the changes related to the economic. competitive and regulatory environment as well as other factors unknown to the Group as of the date of this Registration Document. In addition. and could therefore jeopardise its ability to achieve the objectives presented below. the achievement of objectives implies the success of the Group’s strategy. 2016-2018 outlook of the Group’s evolution of activities The Group aims to achieve an average annual growth rate (CAGR) of its production of 5% to 7% for the period 2016-2018. The Group cannot give any assurance or guarantee that it will achieve the objectives described in this section.REGISTRATION DOCUMENT 2015 / SPIE SA Moreover. assumptions and estimates that the Group considers to be reasonable as of the date of registration of this Registration Document. financial. results of operations. TRENDS See Chapter 9 “Analysis of the Group’s Results” of this Registration Document for a detailed description of the Group’s results for the year ended December 31. they could have a material adverse effect on the Group’s business. The contribution of organic growth would be between 2% and 3% with the impact of acquisitions contributing an additional €200 million in average annual production acquired. 2015.

especially in terms of generation of operating cash-flows. minus cash flow used in investments (excluding external growth) for the financial year. Assumptions relating to medium term average cash tax rates correspond to maintenance of depreciation expenses deductible of the goodwill. and to the maintaining of a CAPEX level in line with the previous financial years. The Group also intends to maintain over the forecast period an average Cash Conversion ratio (1) of approximately 100%. The Group will also continue to implement its policy of improving operational efficiency post-acquisition of the acquired companies. subject to approval of the annual Shareholders’ General Meeting of the Company. as applicable. primarily in lower corporate tax rates regions (North Western Europe and Germany & Central Europe). as well as contributing profits relating to the acquisitions expected for the period. Cash flow from operations corresponds to the sum of EBITA for the financial year. as well as their financial performance. the Group intends. Cash conversion ratio is not a standardised accounting term with a generally accepted definition. amortisation expense for the financial year and changes in working capital requirements and provisions for the financial year relating to the revenue and expense included in EBITA for the financial year. (2) Adjusted for the amortisation of affected goodwill and exceptional items. The financial objectives above have been established by assuming an average income tax gradually reducing from 25% to 35% between 2016 and 2018. The external growth over the period will be conducted while maintaining a highly selective approach to the various investment opportunities and the application of strict financial criteria. thanks to the continuation of its policy of strict management of its working capital requirements.CHAPTER 12: TRENDS AND OUTLOOK Medium term outlook 2016-2018 Group’s financial objectives The Group targets gradual improvement of the EBITA margin reported by each of its operating segments for the period 2016-2018. (1) The financial year’s cash conversion ratio is the ratio of cash flow from operations for the financial year to EBITA for the same year. The Group anticipates an average EBITA margin of around 6% for all acquisitions over the period. 99 . Finally. and an average EBITA acquisition multiple in line with its historical acquisitions. The Group thus aims at increasing its consolidated EBITA margin by between 10 to 20 basis points per year during the period 2016-2018 (before the impact of acquisitions carried out during the period). to pay dividends to its shareholders over this period equal to an annual amount of approximately 40% of the adjusted consolidated net income attributable to the Group (2). primarily due to tax loss carryforwards in the first few years.

REGISTRATION DOCUMENT 2015 / SPIE SA .100 .

....... Group objectives for the year ended December 31................102 101 ......1.... OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31..... 2016 .....CHAPTER 13 City of Bordeaux....102 13. Assumptions ............ PROFIT FORECASTS 13... SPIE has made use of Facility Management solutions for several years..................1. 102 13..... in order to maintain and optimize many pieces of collective equipment.......1.. 2016 .....1............2............ France The town hall of Bordeaux has decided on the long-term development of its infrastructures and public buildings.................

financial.e. and in Northern Europe. 2015. including acquisitions.1. primarily due to the use of the carryover of large tax losses. The Group’s objective is to reach a continued flow of bolt-on acquisitions.6%). consolidated production should grow. 2015 (which amounted to 6. with total consolidated production acquired in 2016 in the order of €200 million. 2015. the Group’s objective is that. In addition. mostly in Germany. financial situation or outlook. around 100% for the financial year ended December 31.REGISTRATION DOCUMENT 2015 / SPIE SA . 13. 102 .. by about 5% for the financial year ended December 31. while the Group expects a further drop in the less profitable OCTG activity (2). 2016.CHAPTER 13: PROFIT FORECASTS Objectives of the Group for the financial year ended December 31. they could have an impact on the Group’s business. In the Oil & Gas business. the achievement of objectives implies the success of the Group’s strategy. The Group has established its objectives on the basis of consolidated financial statements for the financial year ended December 31. As of the date of registration of this Registration Document. with improvements expected at all four reporting segments of the Group. operated in Angola by the joint venture SONAID.2. for the whole of its non-Oil & Gas business.1. the Group also aims for the current financial year. These objectives are primarily based on the following assumptions for the financial year 2016: • slight improvement of the market conditions on the France segment compared to the trends reported for the financial year ended December 31.15 and an exchange rate of €1 for GBP0. The Group’s objective is also to maintain its Cash Conversion ratio to a level in line with its historical performances. and • an average tax rate for 2016 of approximately 25%. OBJECTIVES OF THE GROUP FOR THE FINANCIAL YEAR ENDED DECEMBER 31. the Group’s core services activities should again prove resilient and report moderate organic contraction. if any of the risks described in Chapter 4 “Risk Factors” of the Registration Document were to actually occur. competitive and regulatory environment as well as other factors unknown to the Group as of the date of this Registration Document. and could therefore jeopardise its ability to achieve the objectives presented below. assumptions and estimates that the Group believes to be reasonable as of the date of registration of this Registration Document.1. results of operations. 2016 13. (2) Refers to the Group’s tubular supply business for drilling and oil installations. called OCTG activities (Oil Country Tubular Goods). These data and assumptions may change over time or be modified due to uncertainties related to the economic. (1) Refers to the Group’s Information & Communication Technology Services business. Assumptions The objectives presented below are based on data. at an increase of the EBITA by 10 to 15 basis points compared to the margin achieved for the financial year ended December 31. • an oil price context remaining low and pressure on services suppliers in the petroleum segment. i. The Group cannot give any assurance or guarantee that it will achieve the objectives described in this section. 2016 13. • a continuation of the good momentum in the NorthWestern Europe and Germany & Central Europe segments. 2016 On the basis of the assumptions described above. • an exchange rate of €1 for USD1. with positive organic growth on the back of good underlying trends in Energy Efficiency and ICT (1). in Central Europe. 2016.73. Moreover.1. Group objectives for the year ended December 31.

.....................1........... GENERAL MANAGEMENT 14............. Board of Directors......2...104 14............. 104 14..... 114 14....113 14......1.. CONFLICTS OF INTEREST ...............1.3..................... DECLARATIONS CONCERNING THE ADMINISTRATIVE BODIES ....................... MANAGEMENT AND SUPERVISORY BODIES......CHAPTER 14 Queensland Gas Company (QGC)..1..........1..2............ General Management Committee ..3... ADMINISTRATIVE.... 114 14......................................... COMPOSITION AND FUNCTIONING OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BODIES .......................113 103 ........... Australia Maintenance of the command control and communications network for the Queensland Curtis Liquefied Natural Gas (QCLNG) project.................................. Chief Executive Officer .................

GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies 14. as well as the offices held by the members of the Board of the Company during the last five (5) years. Directors representing Group employees. Directors named on the proposal of Clayton. Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31.1. MANAGEMENT AND SUPERVISORY BODIES.REGISTRATION DOCUMENT 2015 / SPIE SA . Director representing FCPE SPIE Actionnariat.1. 104 . For information on the composition of the Board of Directors as of December 31. COMPOSITION AND FUNCTIONING OF THE COMPANY’S MANAGEMENT AND SUPERVISORY BODIES 14. see the report from the Chairman of the Board of Directors on corporate governance and internal control and risk management procedures implemented by the Group included as Annex 1 to this Registration Document.CHAPTER 14: ADMINISTRATIVE.1. Independent Directors as defined by the Afep-Medef Code. 2017 Chairman of the Board of Directors and Chief Executive Officer Terms of office and duties performed as of the registration date of this Registration Document: Name Gauthier Louette Within the Group: • Chairman of SPIE Operations • Chairman of the Board of Directors of SPIE Oil & Gas Services • Chairman of SPIE Nucléaire • Chairman-CEO of SPIE UK Limited • Chairman of the Board of Directors of SPIE Belgium • Chairman of the Supervisory Board of SPIE GmbH • CEO of SPIE Holding GmbH • Member of the Supervisory Board of SPIE Nederland BV • Manager of SPIE Management 2 • Director of SPIE International • Chairman of the Board of Directors of SPIE ICS AG Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: • Chairman and CEO of SPIE Operations • Chairman and member of the Board of Directors of Financière Spie • Chairman of Clayax Acquisition 4 SAS • Chairman of the Board of Directors and then Chairman of SPIE ICS (formerly SPIE Communications) • Chairman of SPIE Est • Chairman of SPIE Île-de-France Nord-Ouest • Chairman of SPIE Ouest-Centre • Chairman of SPIE Sud-Est • Chairman of SPIE Sud-Ouest • Director of TECNOSPIE SA • Director of SPIE Maroc Outside of the Group: Not applicable (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec. 2015. Dubilier & Rice. Board of Directors The table below sets out the members of the Board of Directors at the registration date of this Registration Document.

105 . Director representing FCPE SPIE Actionnariat. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31. Directors representing Group employees. Directors named on the proposal of Clayton. MANAGEMENT AND SUPERVISORY BODIES. Dubilier & Rice.CHAPTER 14: ADMINISTRATIVE. Independent Directors as defined by the Afep-Medef Code. Vanoverschelde – Électricité Industrielle • Member of the Board of Directors of Vano-Electro • Member of the Board of Directors of Thermofox Outside of the Group: Not applicable (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec. 2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Denis Chêne Within the Group: • Member of the Board of Directors of SPIE UK Limited • Member of the Supervisory Board of SPIE Nederland BV • Member of the Board of Directors of SPIE Belgium • Chairman – CEO and Director of ST4 • Member of the Board of Directors of Devis • Member of the Board of Directors of Deservis • Member of the Board of Directors of Devinox • Member of the Board of Directors of Elerep • Member of the Board of Directors of Uni-D Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of Financière Spie • Member of the Board of Directors of Clayax Acquisition 4 SAS • Member of the Board of Directors of SPIE Operations • Member of the Board of Directors of SPIE 350 PP • Member of the Supervisory Board of SPIE 350 RA • Member of the Board of Directors of Vanogroep • Member of the Board of Directors of Uniservis • Member of the Board of Directors of Chauffage Declercq • Member of the Board of Directors of Elerepspie • Member of the Board of Directors of SPIE Maroc • Member of the Board of Directors of G.

I-Porta .REGISTRATION DOCUMENT 2015 / SPIE SA . GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31. Dubilier & Rice. member of the Executive Committee of Icade (listed company) • Permanent Representative of Icade (listed company). Directors representing Group employees. Financial Statements and Risks Committee of SILIC (listed company) • Director of Immobiliaria de la Caisse des dépôts España • Director of Qualium Investment • Member of the Steering Commitee of ULI FRANCE (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec. Chairman of: . 106 .CHAPTER 14: ADMINISTRATIVE.Icade Transactions .Icade Expertise • Permanent Representative of Icade (listed company).Icade Property Management .Icade Property Management . MANAGEMENT AND SUPERVISORY BODIES. Director representing FCPE SPIE Actionnariat. Directors named on the proposal of Clayton.I-Porta .Icade Transactions . 2018 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Nathalie Palladitcheff (1) Within the Group: Not applicable Outside of the Group: • Director and member of the Strategic Committee of Gecina (listed company) Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: • Chairman. Managing Patner of SCI de la Résidence de Sarcelles • Permanent Representative of Icade Services.Icade Gestec • Director and Chairman of the Audit Committee of Crédit Agricole CIB • Director and member of the Audit. Chairman of: .Sarvilep . Independent Directors as defined by the Afep-Medef Code. Liquidator of the Caisse des dépôts des Pays de Loire • Permanent Representative of Icade (listed company).Icade Résidences Services . CEO of Icade Finances • Chairman of Icade Services • Interim CEO.

Directors named on the proposal of Clayton. 2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: • Member of the Board of Directors of Exova Group Plc (listed company) • Member of the Board of the Directors of Clayton. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years American/ Italian General meeting approving the financial statements for the financial year ended December 31. 2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Roberto Quarta (2) Within the Group: Not applicable Outside of the Group: • Chairman and non-executive Director of Smith & Nephew plc (limited company) • Chairman of WPP plc • Partner of Clayton. Dubilier & Rice • Chairman of Clayton Dubilier & Rice Europe • Director of Fondo Strategico Italiano Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: • Chairman of the Supervisory Board of Rexel SA (listed company) • Chairman of Italtel Spa • Non-executive Director of Foster Wheeler (listed company) • Non-executive Director of BAE Systems plc (listed company) • Chairman of IMI plc (listed company) Christian Rochat (2) Swiss General meeting approving the financial statements for the financial year ended December 31. Director representing FCPE SPIE Actionnariat. MANAGEMENT AND SUPERVISORY BODIES. • Member of the Board of Directors of Tabasco Cooperatieve B.A. 107 . Directors representing Group employees.CHAPTER 14: ADMINISTRATIVE. Dubilier & Rice. Independent Directors as defined by the Afep-Medef Code. Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Supervisory Board of SPIE GmbH • Member of the Board of Directors of SPIE Operations Outside of the Group: • Member of the Board of the Directors of Exova Topco Ltd (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec. Dubilier & Rice Ltd.

REGISTRATION DOCUMENT 2015 / SPIE SA . He shall not be replaced. Independent Directors as defined by the Afep-Medef Code. Director representing FCPE SPIE Actionnariat. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29. 2016. MANAGEMENT AND SUPERVISORY BODIES.A. 108 . Mr. 2018 Director Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: Not applicable (1) (2) (3) (4) (5) * Director named on the proposal of Caisse de Dépôt et Placement du Québec. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31. in accordance with the commitments letter described in Section 18.CHAPTER 14: ADMINISTRATIVE. 2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Éric Rouzier (2)* Within the Group: Not applicable Outside of the Group: • Chairman of Bullseye France Acquisition • Member of the Board of Directors of Tabasco Cooperatieve B.2. Dubilier & Rice.1 of this Registration Document. • Member of the Board of Directors of Tabasco BV • Member of the Board of Directors of CDR Bounce GP Limited Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: • Member of the Board of Directors of Exova Topco Limited • Member of the Board of Directors of Exova Plc Gabrielle van Klaveren-Hessel (3) Dutch General meeting approving the financial statements for the financial year ended December 31. Directors named on the proposal of Clayton. Directors representing Group employees.

2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Michel Bleitrach (4) Within the Group: Not applicable Outside of the Group: • Vice-Chairman of Albioma (listed company) • Member of the Supervisory Board of JC Decaux (listed company) • Member of the Supervisory Board of SAUR • Chairman of the Supervisory Board of Indigo (formerly Vincipark) Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: • Chairman of SAUR • Chairman of HIME • Chairman-CEO of the Management Board of Keolis SA • Member of the Board of Directors of Vedici Sir Peter Mason (4) British General meeting approving the financial statements for the financial year ended December 31. MANAGEMENT AND SUPERVISORY BODIES. 109 . GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31. Director representing FCPE SPIE Actionnariat. 2017 Senior Independent Director Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: • Chairman of Thames Water Utilities Limited • Chairman of AGS Airports • Member of the Board of Directors of Kemble Water Holdings Limited • Member of the Board of Directors of SUBSEA 7 SA (limited company) Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: • Member of the Board of Directors of BAE Systems plc (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec. Independent Directors as defined by the Afep-Medef Code. Directors named on the proposal of Clayton.CHAPTER 14: ADMINISTRATIVE. Dubilier & Rice. Directors representing Group employees.

2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: • Member of the Supervisory Board of SPIE GmbH Outside of the Group: • Member of Board of Directors of Computacenter Hatfield UK • Member of the Supervisory Board of Covestro AG Leverkusen Germany • Member of the Supervisory Board of Covestro Deutschland AG Leverkusen Germany Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: • Member of the Board of Directors of E. 2017 Director Terms of office and duties performed as of the registration date of this Registration Document: Name Sophie Stabile (4) Within the Group: Not applicable Outside of the Group: • Member of the Supervisory Board of Altamir • Chairman of the Supervisory Board of Orbis • Member of the Supervisory Board of Unibail-Rodamco (listed company) Terms of office and duties performed during the past five years no longer held: Within the Group: Not applicable Outside of the Group: • Member of the Board of Directors of Lucien Barrière Regine Stachelhaus (4) German General meeting approving the financial statements for the financial year ended December 31. Independent Directors as defined by the Afep-Medef Code. 110 . 2018 Director Terms of office and duties performed as of the registration date of this Registration Document: Within the Group: Not applicable Outside of the Group: Not applicable Terms of office and duties performed during the past five years no longer held: Within the Group: • Member of the Board of Directors of SPIE Operations Outside of the Group: Not applicable (1) (2) (3) (4) (5) Director named on the proposal of Caisse de Dépôt et Placement du Québec.ON Global Commodities SE • Member of the Supervisory Board of E.ONRuhrgas • Member of the Supervisory Board of E.ON SE • Member of the Supervisory Board of E. Dubilier & Rice. Directors representing Group employees.REGISTRATION DOCUMENT 2015 / SPIE SA . GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Nationality Expiration date of the term of office Principal duty performed in the Company Principal terms of office and duties performed outside the Company during the past five years French General meeting approving the financial statements for the financial year ended December 31. Director representing FCPE SPIE Actionnariat.ON IT GmbH Daniel Boscari (5) French General meeting approving the financial statements for the financial year ended December 31. Directors named on the proposal of Clayton. MANAGEMENT AND SUPERVISORY BODIES.ON Energie • Chairman of the Supervisory Board of E.CHAPTER 14: ADMINISTRATIVE.ON Sverige • Member of the Supervisory Board of E.

54. From 1993 to 1997 he served as Director of Management Control at LK Comstock in the USA. 2016. is a partner and Chairman of Clayton. From 1999 to 2001. In 2006. he served as Chairman and CEO of Keolis. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies 14. Sir Peter Mason. Chairman-elect of WPP plc and Chairman of Smith & Nephew plc. She then joined Icade in September 2007.CHAPTER 14: ADMINISTRATIVE.2. She then joined the Banque Française Commerciale Océan Indien (1997-2000) as Director of financial matters and of management control. and then became Chairman of the Saur Group parent company in 2012. Europe. He joined Clayton Dubilier & Rice in 2005. Mr. (1) Mr. as member of the Executive Committee. Éric Rouzier (1). Foster Wheeler Corp. in charge of finance. 65. She received the honor of chevalier de l’Ordre national du Mérite. 111 . In April 2015 and effective as of August 3. Prior to CD&R. He was named Knight Commander of the British Order of the Empire for services rendered to international trade in 2002. Michel Bleitrach. in accordance with the commitments letter described in Section 18. He began his career with the Bechtel engineering group. he has been the Senior Independent Director on the Board of Directors of SPIE SA. he was appointed as Chief Executive Officer of SPIE. He joined the Group in 1992. Quarta is a graduate and a former Trustee of the College of the Holy Cross. Mr. Nathalie Palladitcheff was Director of Silic and Qualium and Director and Chairman of the Audit Committee of Crédit Agricole CIB. 55. Denis Chêne. He joined the Group in 1986. as from August 2010. He served as Chairman and CEO of Balfour Beatty Limited. and. 54.1. Gabrielle van Klaveren-Hessel. He is a member of the Board of Directors of Exova Group Limited and previously worked in the investment banking division of JPMorgan as a management consultant. of the Services to Real Estate department. Since December 8.1. he served as CEO of BBA Group plc from 1993 to 2001. Mr. graduated from the ENSAM Graduate School of Engineering and ESSEC. legal and IT. He was appointed as Chief Financial Officer of the Group in 2007. he was Director of Schroder Ventures (from 1996 to 1997). Before that. He is a member of the Investment Committee of Fondo Strategico Italiano. he stepped down from IMI plc where he served as Chairman since 2011. As from May 2006. Quarta also held various senior leadership positions with BTR plc and served on the Board of Directors. first as a project engineer. after the Group purchased Electron. 2015. she was appointed as Financial Director of Société Foncière Lyonnaise. 48. 69. and then joined the Ministry of Equipment where he directed several major development programs. In 2000. then as CEO of AMEC. MANAGEMENT AND SUPERVISORY BODIES.1. holds a law doctorate from Lausanne University and an MBA from the University of Stanford. He has been a partner at Clayton Dubilier & Rice since 2004 and was Managing Director of Morgan Stanley Capital Partners from 1997 to 2004. then as Director of Operations before being appointed in 1998 as Chief Executive Officer of SPIE Capag. Roberto Quarta. graduated from the École Polytechnique and the École Nationale des Ponts et Chaussées and holds a Master’s in economics and an MBA from the University of California. He was formerly a non-executive Director of BAE Systems plc. graduated from ESC Dijon and holds a DECF degree and DESCF degree. of which she later became Deputy General Manager. In 2001. before being named Chairman of Thames Water Utilities Limited in December 2006. He then served as head of Group reporting before becoming Chief Financial Officer of SPIE Île-de-France Nord-Ouest in 2001. He shall not be replaced. leading the successful restructuring and reorganising of the company and continuing to serve as Chairman from 2001 to 2006. he was appointed as Director of the Oil & Gas Branch of SPIE. 40. then Suez as Chairman and CEO of Elyo and of Suez Industrial Solutions. graduated from the EM Lyon and holds an MBA from INSEAD. and has been spending his whole career working with the Group. Vice-President in the Merger & Acquisitions Department of Morgan Stanley (from 1990 to 1996) and an attorney in the Canton of Vaud (from 1985 to 1988). Personal information about the members of the Board of Directors Gauthier Louette. he was a member of the Board of the Olympic Delivery Authority for the 2012 Olympic Games. she was appointed as Executive Vice-President and Chief of Finance of Ivanhoé Cambridge. She started her career at Coopers & Lybrand Audit (1991 to 1997). a subsidiary of the Caisse de Dépôt et Placement du Québec. studied English linguistics and literature at the University of Utrecht in the Netherlands. he also joined the Board of Directors of Séchilienne-Sidec. Dubilier & Rice. 70. Since May 2012 she has been the representative of the FCPE SPIE Actionnariat 2011-2015 on the Board of Directors. Until October 2008. 2015. He then worked for the Elf Aquitaine group with positions in production-exploration and chemicals and industrial development before joining from 1989 to 2003 Lyonnaise des Eaux. In 2003. 54. Quarta served as Chairman of the Supervisory Board of Rexel during CD&R’s ownership of the company from 2005 to 2014. Berkeley. graduated from the École Polytechnique and École Nationale Supérieure de Techniques Avancées. she became payroll management administrator at SPIE Nederland then payroll manager in 2009. Nathalie Palladitcheff. in which he was appointed as Vice-Chairman of the Board in 2011. now Albioma. Equant NV and PowerGen plc. SPIE’s pipeline division. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29.1 of this Registration Document. graduated from the University of Glasgow. then as project manager. In 2000. From 2005 to 2012. she was General Manager of Dolmea Real Estate. she worked in the Financial Department of the Dutch group Electron Holding BV. Christian Rochat. and became Chairman and CEO in 2010. In 2015.

She began her career as a lawyer before joining Hewlett-Packard GmbH in 1984 where she served as Managing Director from 2000 to 2009.1. in particular those not represented on the Board of Directors. .REGISTRATION DOCUMENT 2015 / SPIE SA 14. she was appointed Group Controller-General. 2016. 59. are non-voting members on the Company’s Board of Directors. The Senior Independent Director performs the following duties. Gender balance in the Board’s composition The Board of Directors has four female members and is therefore in compliance with the provisions of Law 2011-103 of January 27. He started his career with the Group in 1981.1. • The Senior Independent Director meets periodically and at least once a year the non-executive Board members without the executives or “in-house” Directors.ON SE.3. is a graduate of the French Ecole Supérieure de Gestion et Finances.1. in particular by ensuring that they receive a high level of information prior to the meetings of the Board of Directors. in particular. He is in particular the preferred contact for shareholders. Mr. 60. and formerly Senior Vice President. She was appointed Chief Executive Officer of HotelServices France of the AccorHotels group on October 1. regarding corporate governance issues. performance of one or more deputy managing Directors (Directeurs généraux délégués) and to think about the future of the executive management. he shall ensure that members of the Board of Directors are able to exercise their duties in the best possible conditions.5. 112 . 14. Private Investment at Caisse de Dépôt et Placement du Québec. She was subsequently appointed Head of Human Resources and member of the Board of Directors of E. MANAGEMENT AND SUPERVISORY BODIES. performance of one or more deputy managing Directors (Directeurs généraux délégués). Similarly. the Senior Independent Director may organise. Regine Stachelhaus. and determine their objectives and compensation.1. She has been a Director of the British Group Computacenter Plc since July 2013 and a member of the Supervisory Board of Covestro AG since October 2015. she was also appointed Vice-President of Imaging and Printing Group (Hewlett-Packard GmbH). In May 2002. Nationality of the members of the Board of Directors Five Directors and one non-voting Director are non-French. 2016. in accordance with the provisions of the Internal Rules of the Company: • The Senior Independent Director shall assist the Chairman in his duties. Investments.4. Strategy and Group Development. graduated from the ICG Paris. 14. Non-voting Directors Mr. Adviser to the Chairman since January 1. He is the Director representing Group employees on the Board of Directors of SPIE SA. 14. In this context. Daniel Boscari. Independent members of the Board of Directors Four members of the Board of Directors are independent as defined by the AFEP-MEDEF Code. following report of the Compensation Committee. 2011 governing the gender balance in the Boards of Directors and Supervisory Board and professional equality. if applicable. She has been a member of Accor’s Executive Committee since August 2010 and member of Unibail-Rodamco’s Supervisory Board.1. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies Sophie Stabile. In 2006.2. if he deems necessary.1.  Baudoin Lorans. Alexandre Motte. is a graduate of Eberhard-Karls University of Tübingen. and Mr. if applicable. In May 2010. Principal Director. in particular in the organisation and smooth functioning of the Board of Directors and its Committees and the supervision of the corporate governance and internal control. assess the performance of the Chairman and CEO (Président-directeur général) and. in order. see the Chairman’s report on corporate governance and the internal control procedures set out in Annex 1 to this Registration Document. the Senior Independent Director leads the discussions during the meeting of the Board of Directors which. She began her career with Deloitte. 46. resigned from his office as non-voting Director within the Board of Directors of the Company with effect as of April 27. For detailed information on the Directors’ independence. and has held the positions of project finance manager and Director of municipality development within the management of SPIE. to assess the performance of the Chairman and CEO (Président-directeur général) and.6. Senior Independent Director The Board of Directors decided to appoint an Independent Director as Senior Independent Director. Alfredo Zarowsky.1. before joining Accor in 1999 to head the Group’s Consolidation and Information System Department. 2015. 14.1.CHAPTER 14: ADMINISTRATIVE. she was appointed Chief Financial Officer. He is also responsible for providing assistance to the Board of Directors in order to ensure the smooth functioning of the Company’s corporate bodies and for providing the Board of Directors with his views on the transactions on which the Board of Directors shall deliberate.1. He shall not be replaced. In this context.1. responsible for co-investment business at Ardian.

may provide recommendations to the Appointments Committee and to the Board of Directors on the management of potential conflicts of interests that he detected or of which he was informed. Chief Executive Officer of SPIE Belgium. in particular as regards the monitoring of all corporate governance matters and the use made of the powers recognised to him. the Directors of Strategy. Chief Financial Officer of SPIE SA and SPIE Operations. He informs the Secretary of the Board of Directors and the Chairman of the Appointments Committee thereof and. Yves Compañy. The Senior Independent Director.CHAPTER 14: ADMINISTRATIVE. Philippe Brugallé. Chief Executive Officer of SPIE Nederland. while ensuring the consistency of its actions.1. He is seized or seizes himself of every conflict of interests. Gauthier Louette being Chairman and CEO of the Company. of regularly performing diligences for the identification and analysis of. 14. the Board of Directors. • On December 8. Chief Executive Officer of SPIE Est. Real Estate. if the latter deems necessary. Director of Strategy. actual or potential. Denis Chêne. Lei Ummels. Chief Executive Officer of SPIE Sud-Est. and information on. Director of Human Resources of SPIE SA and SPIE Operations. 2015. it is composed of 17 members who reflect the European governance of the Group. Pascal Poncet. Chief Executive Officer of SPIE Nucléaire. Chief Executive Officer of SPIE Oil & Gas Services. which he becomes aware of concerning the executive officers and the other members of the Board of Directors. Chief Executive Officer of SPIE ICS (formerly SPIE Communications). Pablo Ibañez. SPIE Operations. Chief Executive Officer of SPIE GmbH. coordination and facilitation of communication of potential recommendations to the latter. Thierry Smagghe. Mr. GENERAL MANAGEMENT Composition and functioning of the Company’s management and supervisory bodies prior to the meeting of the Board of Directors deliberating on the assessment of the Board of Directors and of the Committees. Alain Langlais.1. MANAGEMENT AND SUPERVISORY BODIES. Johan Dekempe. the Director of Human Resources. situations which might fall within the scope of the management and prevention of conflicts of interests within the Board of Directors and among the executive officers. as necessary. Chief Executive Officer 14. Chief Executive Officer of SPIE UK. a meeting among the independent members of the Board of Directors for consultation. General Management Committee The Group has formed a General Management Committee which determines and implements the operational strategy of the Group. the Chairman and CEO of the Company. The positions of Chairman of the Board and Chief Executive Officer of the Company are combined. The following are members of this Committee: Gauthier Louette. Cyril Pouet. James Thoden van Velzen. IT) of the Group. Chief Executive Officer of SPIE Sud-Ouest. in coordination with the Appointments Committee which he may consult and meet on these matters as necessary. Chief Executive Officer of SPIE OuestCentre. Digital. Sir Peter Mason was appointed by the Board of Directors as Senior Independent Director of the Company.2. Gilles Brazey. • The Senior Independent Director is in charge. Sustainable Development. Olivier Domergue. Philippe Girault. Chief Operating Officer for France. Chairman and CEO of SPIE SA and Chairman of SPIE Operations. Director of Operational Support (Purchases. 113 . Jérôme Vanhove. Development and Acquisitions and the Director of Operational Support. • The Senior Independent Director shall establish and present annually to the Board of Directors an activity report to assess the type of diligences and missions conducted. In addition to the Chairman and CEO. the Chief Financial Officer. This Committee meets several times a year and is composed of the Managing Directors of the subsidiaries. Development and Acquisitions of the Group. Chief Executive Officer of SPIE Île-de-France Nord-Ouest. Vincent Magnon.3. in particular.

management or supervisory body of an issuer or from participating in the management or conduct of the business of any issuer. GENERAL MANAGEMENT Declarations concerning the administrative bodies 14.2.CHAPTER 14: ADMINISTRATIVE. to the Company’s knowledge. and (iv) None of the member of the Board of Directors or the Chairman and CEO has been disqualified by a court from acting as a member of an administrative.2 and 18.3. to the Company’s knowledge. (iii) none of the member of Board of Directors or the Chairman and CEO has been the subject of any official public incrimination or sanctions by judicial or administrative authorities (including relevant professional organisation). and subject to the relationships described in Section 18. there are no potential conflicts of interest between the duties of the members of the Board of Directors and the Chairman and CEO of the Company as regards the Company and their private interests as of the date of this Registration Document.REGISTRATION DOCUMENT 2015 / SPIE SA . (ii) none of the member of the Board of Directors or the Chairman and CEO has been associated with any bankruptcy. receivership or liquidation. 14. within the last five years: (i) none of the member of the Board of Directors or the Chairman and CEO has been convicted of fraud.3 of this Registration Document. CONFLICTS OF INTEREST To the Company’s knowledge. MANAGEMENT AND SUPERVISORY BODIES. Moreover. 114 . DECLARATIONS CONCERNING THE ADMINISTRATIVE BODIES As of the date of this Registration Document. there are no family relationships among the members of the Company’s Board of Directors and the Chairman and CEO of the Company.

116 15..............116 15..1.3...117 15.. Compensation of members of the Board of Directors ........ Compensation of executive officers....2....... Allocation of stock options or share purchase options ...............1...............................1.............................. United Kingdom Installation of lighting and generators for the entire new Harrington Power gas-fired power plant in Manchester........... 121 15.CHAPTER 15 DF Energy.... COMPENSATION AND BENEFITS PAID TO DIRECTORS AND EXECUTIVES ........... AMOUNT OF THE PROVISIONS MADE OR RECORDED BY THE COMPANY OR BY ITS SUBSIDIARIES FOR THE PAYMENT OF PENSIONS.............1.......1.. COMPENSATION AND BENEFITS 15.....2......... RETIREMENT PLANS OR OTHER BENEFITS ..........119 115 ..........

i. 40% of the total. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29.1.000 28.000 24. by the Company or by any company of the Group during the years ended 2014 and 2015.1 of this Registration Document.REGISTRATION DOCUMENT 2015 / SPIE SA . He shall not be replaced. 2016.000 28.2. with the exception of the Chairman and CEO.1.000 0 0 Directors’ attendance fees 0 0 Other compensation 0 0 Christian Rochat 0 0 0 0 Directors’ attendance fees 0 0 Other compensation 0 0 30. 116 .000 0 0 Directors’ attendance fees 0 0 Other compensation 0 0 Directors’ attendance fees - - Other compensation - - 60. no other compensation procedures or any advantages are planned for the non-executive officers.1. Compensation of members of the Board of Directors Beside the table below which details the amount of the Director’s fees paid to Directors of the Company.CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives 15.e. in accordance with the commitments letter described in Section 18. On the date of this Registration Document.000 24. The amount of Directors’ attendance fees corresponds to a gross amount before any withholding tax levied by the Company: Table 3 (AMF definition) Table of Director’s fees and other compensation received by the non-executive officers Amounts paid in 2014 Amounts paid in 2015* 70. COMPENSATION AND BENEFITS PAID TO DIRECTORS AND EXECUTIVES 15. ** Mr.000 0 0 30.000 0 0 Non-executive officers Michel Bleitrach Directors’ attendance fees Other compensation Denis Chêne Nathalie Palladitcheff Peter Mason Directors’ attendance fees Other compensation Roberto Quarta Directors’ attendance fees Other compensation Éric Rouzier** Sophie Stabile Directors’ attendance fees Other compensation Regine Stachelhaus Directors’ attendance fees Other compensation * The amounts paid in 2015 correspond to the fixed portion of Directors’ attendance fees.

Table 1 (AMF definition) Summary table of compensation.e.2. i. based on a participation rate of 86. see the Chairman’s report on corporate governance and the internal control procedures set out in Annex 1 hereto.000.475 Amounts in euros Gauthier Louette. At its meeting of March 10.3% in 2015. based on a participation rate of 92. 2016.945 1. based on a participation rate of 100% in 2015. The variable portion of the Independent Directors’ attendance fees (i. based on their participation to the meetings of the Board and Committees. stock options and stocks allocated to each executive officer 2014 2015 1.. 40% of the total. Chairman and CEO of the Company. Compensation of executive officers The tables below show the compensation paid to Gauthier Louette. • Sophie Stabile: €29. For detailed information on the compensation of the Chairman and CEO.347. based on a participation rate of 81. 60% of the total maximum amount). • Regine Stachelhaus: €36.CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table of Director’s fees and other compensation received by the non-executive officers Amounts paid in 2014 Amounts paid in 2015* Directors’ attendance fees 0 0 Other compensation 0 0 Non-executive officers Gabrielle van Klaveren-Hessel Daniel Boscari Directors’ attendance fees 0 0 Other compensation 0 0 * The amounts paid in 2015 correspond to the fixed portion of Directors’ attendance fees. • Peter Mason: €36. 117 . is paid in March of the following year. a meeting of the Board counting for 1 and a meeting of a Committee counting for 1/2.475 0 0 Valuation of the options awarded during the year (detailed in Table 4) Nil Nil Valuation of bonus shares allotted (detailed in Table 6) Nil Nil 1.250.e. by the Company or by any company of the Group during the financial years ended December 31.415.6% in 2015.415.210.945 1. Chairman and CEO Compensation due for the year (1) (detailed in Table 2) Valuation of the multi-year variable compensation paid during the year TOTAL (1) On a gross basis (before taxes and social charges).347. the Board of Directors allocated the following variable compensation (paid end of March 2016) to the Independent Directors as regards financial year 2015: 15. 2014 and 2015.890. • Michel Bleitrach: €38.2% in 2015.1. This variable portion is proportional to the participation rate to the meetings.

implemented in 2009. when objectives are met.545 6. (1) The defined contribution pension plan (called “Article 83”). Gauthier Louette has 30 years of seniority within the Company.137-11 of the Social Security Code. Mr. 2010. stock options and stocks allocated to each executive officer 2015 2014 Amounts in euros Amounts due Amounts paid Amounts due Amounts paid 687.555 6.920 654.475 1.000 715.347. Since January 1. 2011 End of term: General Meeting on the accounts for the financial year ending December 31. Gauthier Louette is the last remaining beneficiary in function. 2001 and a defined contribution (1) supplemental pension plan established at Financière SPIE in 2009 and at SPIE SA in 2013. The terms to benefit from this plan are as follows: • having at least 5 years of seniority within the Group at the time of departure.CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table 2 (AMF definition) Summary table of compensation. (3) In-kind benefits are a company car.400 870. of which 55% linked to EBITA.400 0 0 0 0 0 0 0 0 0 0 0 0 Gauthier Louette.000 654.375. in accordance with the provisions of Article L.REGISTRATION DOCUMENT 2015 / SPIE SA . is 100% of the fixed annual compensation. The defined benefit collective pension contract concluded by SPIE SA with Cardiff (BNP Paribas group) since 2001. a pension will be paid at the time of departure only if the departure is initiated by the Company) (2).945 1. (2) The annual variable compensation. (2) Mr. 2010. and • having at least 60 years old at the time of departure and being able to benefit in full from his pension under the general social security regime or having at least 55 years old at the time of departure and not starting any professional activity before the liquidation of his pension under the general social security regime (in the second case. 10% linked to operating cash-flow and 35% linked to individual qualitative objectives with a modulation of the EBITA criteria based on the Group’s performances on safety (frequency rate for work accidents of the SPIE employees and temporary workers – see the Report from the Chairman of the Board of Directors included in Annex 1 to this Registration Document). Chairman and CEO Fixed compensation (1) Annual variable compensation (1) (2) Multi-year variable compensation (1) Exceptional compensation (1) Attendance fees In-kind benefits (3) TOTAL 6.955 (1) On a gross basis (before taxes and social charges). 118 . it being specified that otherwise. 2017 Gauthier Louette benefits from a defined benefit supplemental pension plan set up within SPIE SA (which became SPIE Operations) on January 1. Table 11 (AMF definition) Supplemental pension plan Work contract Executive officers Gauthier Louette Yes No Yes X X No Severance or other benefits due or likely to become due as a result of termination or change of office Yes No Compensation under a noncompete clause Yes X No X Chairman and CEO Start date of term: August 30. benefiting to the employees and executive officers whose compensation exceeds 4 ASSC (Annual Social Security Cap) (PASS – Plafond Annuel de la Sécurité Sociale).000 687.555 1. pensions in application of this plan are paid by the insurer to seven executive officers of SPIE having terminated their activity before January 1.500 693.415.545 6.564.045 1.000 715. was implemented for SPIE’s executives. under the form of a collective pension saving contract.

and • the annual amount of the pension paid under this plan.346 in 2015) and is capitalized each year in a multi-investment fund managed by BNP Paribas Epargne Retraite. is capped at 20% of the annual reference compensation(1). the theoretical reference compensation is equal to the average of the compensation paid in 2013.Plafond Annuel de la Sécurité Sociale). and 3% thereafter. in the event of job loss.. Allocation of stock options or share purchase options Table 4 (AMF definition) Stock subscription or purchase options allocated during the year to each executive officer by the issuer or by any Group company Plan No. the theoretical annual amount of his pension would equal €286. subject to the following two caps: • the acquisition of rights.e.633.CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives The reference compensation used to calculate the rights of the beneficiaries shall be equal to the average of his compensation for the three years preceding the departure from the Company. Gauthier Louette having reached the 20% cap. he is a participant in the social guarantee for heads of companies (GSC) that provides. €24. During the payment of the pension. Finally. The performance conditions. For the future. The average rate of achievement of the objectives based on these criteria for the last three years must be equal to or greater than 70%. to which the annual pensions paid under the general social security regime and under the mandatory complementary regimes (ARRCO and AGIRC) must be added. i. payment for 24 months of an annual benefit capped at 40% x 6 ASSC (Annual Social Security Cap) (PASS . Compensation means the sum of the gross annual fixed compensation and of the gross annual variable compensation.433.. are based on the rate of achievement of the economic and financial criteria for the variable compensation as recommended by the Compensation Committee and approved by the Board of Directors (currently EBIT and operating cash flow). 15.3. The rights acquired by Mr. as described above.e. the social charge borne by the employer would amount to 32% of the gross amount of the pension (actual rate)(2). applicable to the termination indemnity. i. (2) As regards the defined contribution pension plan (called “Article 83”) which benefit to Mr. 2015.e. and date Number of options raised Exercise price Nil (1) This cap of 20% was reached by Gauthier Louette before the financial year 2015. Gauthier Louette also benefits from a severance package of one year of compensation (fixed plus variable excluding exceptional bonuses if any). Mr.727. €1. The acquisition rhythm of the rights is annual. As of December 31. 2014 and 2015.. 2% of the reference compensation for each year of seniority within the plan during the first five years.1. and date Name of the executive officer Gauthier Louette Option type (subscription or purchase) Valuation of the options using the method used for the consolidated financial statements Number of options allocated during the financial year Exercises price Exercise period Nil Table 5 (AMF definition) Stock subscription or purchase options exercised during the year by executive officer Name of the executive officer Gauthier Louette Plan No. 119 . The Company recorded a provision for the financing of these rights and management was outsourced to Cardiff. the Group intends to consider the opportunity to implement a long-term incentives policy in accordance with market practice. is capped at 50% of the reference compensation. the annual contribution paid by the Company is 16% x (annual compensation – 4 ASCC) capped at 16% x 4 ASCC (i. Gauthier Louette.

 2 Options granted during the year. of which number are available for subscription or purchased by: Starting date for option exercise Expiration date Nil Stock or purchase option price Terms of exercise (where the plan includes several facilities) Number of shares issued on the date of this Registration Document Cumulative number of stock options or purchase cancelled or expired Stock options remaining at year end Table 9 (AMF definition) Stock subscription or purchase options granted to the top ten non-executive officer employees who received the largest number of options exercised by such employees Total number of options awarded / shares subscribed or purchased Weighted average price Plan No. 1 Plan No. 1 Plan No. Bonus shares allocated by the Shareholders’ General Meeting during the year to each executive officer by the issuer and by any Group company (list of names) Gauthier Louette 120 .REGISTRATION DOCUMENT 2015 / SPIE SA Number of shares allocated during the year Valuation of the shares using the method used for the consolidated financial statements Nil Acquisition date Availability date Performance conditions . 2 Plan No. by the issuer and by any Group company to the ten employees. Board of Directors meeting’s date Number of total subscription or purchase options. of the issuer or any Group company. awarded the largest number of options (overall figure) Nil Options on the issuer and the companies previously mentioned exercised during the year by the ten employees of the Company and such companies who purchased or subscribed for the greatest number of options (overall figure) Bonus share allotments Table 6 (AMF definition) Bonus shares allotted to each corporate officer Plan date and No.CHAPTER 15: COMPENSATION AND BENEFITS Compensation and benefits paid to Directors and executives Table 8 (AMF definition) History of allocation of stock subscription or purchase options Information on the stock subscription or purchase options Shareholders’ General Meeting date Plan No. 3 Etc.

Gauthier Louette and seven other previous managers of the Group currently retired. 2015. Gauthier Louette.2.CHAPITRE 15: COMPENSATION AND BENEFITS Amount of the provisions made or recorded by the Company or by its subsidiaries for the payment of pensions. 2 Plan No. Chairman and CEO of the Company. 1 Shareholders’ General Meeting date Plan No.000 for the financial year ended December 31. retirement plans or other benefits Table 7 (AMF definition) Plan date and No. of which number were allocated to: Company officers Gauthier Louette Date of share acquisition Nil End date of retention period Number of shares subscribed on the date of this Registration Document Number of shares cancelled or expired bonus shares allocated remaining at year end 15. the total amount of the sums set aside for the payment of pensions or any other advantages amounted to €6. AMOUNT OF THE PROVISIONS MADE OR RECORDED BY THE COMPANY OR BY ITS SUBSIDIARIES FOR THE PAYMENT OF PENSIONS. Bonus shares allotted and available for each executive officer Gauthier Louette Number of shares becoming available during the financial year Vesting conditions Nil Table 10 (AMF definition) History of free allocation of shares Information on the bonus shares allocated Plan No. RETIREMENT PLANS OR OTHER BENEFITS For the collective defined-benefit pension plan to the benefit of Mr. 3 Etc.662. 121 . Board of Directors meeting’s date Total number of bonus shares allocated. This amount is related to M.

REGISTRATION DOCUMENT 2015 / SPIE SA .122 .

.... STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY..... INTERNAL CONTROL ......2........ Strategy and Acquisitions Committee .......1..... 124 16......... a property complex of around 87........................2...................................3... INFORMATION REGARDING EMPLOYMENT CONTRACTS RELATING MEMBERS OF THE BOARD OF DIRECTORS TO THE COMPANY OR TO ONE OF ITS SUBSIDIARIES ...... Audit Committee ..... 124 16.CHAPTER 16 L’Oréal............. THE BOARD OF DIRECTORS COMMITTEES.....3.. 126 123 ...3.124 16...125 16.......125 16............4.... France The L’Oréal Group has assigned to SPIE the multi-technical maintenance of its registered office on its Clichy site...3...................................126 16.............000 m2.............. 126 16.......................... TERMS OF THE MEMBERS OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES .... 124 16................3..... OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES 16....... Appointments Committee. Compensation Committee ..1...........................................4.............................5...............3....................

must be modified if there is a change in the general composition of the Board of Directors. with a Board of Directors.1.1. and to ensure the effectiveness of the process to monitor risks and internal operational control in order to assist the Board of Directors in the performance of its control and audit missions. 16.3.1. after special review. Missions The mission of the Audit Committee is to monitor questions relating to the preparation and control of the accounting and financial information. 124 . The main provisions of the internal rules of these Committees are presented below. . On the date of registration of this Registration Document. a Nominating Committee and a Strategy and Acquisitions Committee. Members The Audit Committee has three members. Sophie Stabile (Independent Director) and Christian Rochat.3. 16.3. a Compensation Committee. Audit Committee 16.1 of this Registration Document.2. two of whom are designed from among the independent members of the Board. THE BOARD OF DIRECTORS COMMITTEES The Company is in the form of a joint stock company (société anonyme). It may be renewed at the same time as their Board membership. in any event. by the Board of Directors on the recommendation of the Nominating Committee from among the independent members. 16. the members of the Committee have special financial and/or accounting expertise.REGISTRATION DOCUMENT 2015 / SPIE SA Pursuant to the applicable legal requirements. the Audit Committee is comprised of Peter Mason (Chairman. 16.2. Independent Director and Senior Independent Director).3.1. TERMS OF THE MEMBERS OF THE COMPANY’S ADMINISTRATIVE AND MANAGEMENT BODIES The information on the expiry of the terms of members of the Board of Directors and Managers is provided in Section 14. it has also formed an Audit Committee.1. The Chairman of the Audit Committee is named. to the Company’s knowledge. there is no service provision agreement that grants advantages entered into between the members of the Board and the Company or its subsidiaries. The term of office of the members of the Audit Committee coincides with their term on the Board of Directors. INFORMATION REGARDING EMPLOYMENT CONTRACTS RELATING MEMBERS OF THE BOARD OF DIRECTORS TO THE COMPANY OR TO ONE OF ITS SUBSIDIARIES On the date of registration of this Registration Document. The composition of the Audit Committee may be modified by the Board of Directors acting on the request of its Chairman and. No executive corporate officer may be a member of the Audit Committee.CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Terms of the members of the Company’s administrative and management bodies 16.

3. Members The Appointments Committee is composed of four members. at least once a year prior to the Board meeting that decides the situation of the members with regard to the independence criteria adopted by the Company.2. Members The Compensation Committee is composed of three members.3. Sophie Stabile (Independent Director) and Roberto Quarta. They are appointed by the Board from among the members. Regine Stachelhaus (Independent Director). No executive officer may be a member of the Compensation Committee. Nathalie Palladitcheff and Gauthier Louette. one member is an independent member of the Board of Directors. internal audit and risk management systems with regard to the financial and accounting information. Independent Director). two of whom are independent members of the Board. and In this framework. The Audit Committee meets as needed and. Compensation Committee 16. The term of office of members of the Compensation Committee coincides with their term on the Board of Directors.1. the principal task of which is to assist the Board in the determination and regular assessment of all compensation and benefits for executive corporate officers or executive managers of the Group.3. in any event.3. • nominating recommendations for members of the Board of Directors. 16. On the date of registration of this Registration Document. if any. • monitor the process to prepare the financial information. On the date of registration of this Registration Document. the primary duties of the Audit Committee are to: • reviews and recommends to the Board the method of allocation of Directors’ fees.2. and The Compensation Committee meets as needed and. The term of office of members of the Appointments Committee coincides with their term on the Board of Directors. prior to any meeting of the Board of Directors that will decide on the compensation for executive management or the allocation of Directors’ fees.3. that may be assigned by the Board of certain members.2. including all deferred benefits and/or severance payments for voluntary or force departure from the Group. it performs the following tasks: • reviews and recommends to the Board of Directors all elements and conditions of the compensation for the principal executives of the Group. in any event. • annual assessment of the independence of the members of the Board of Directors.3. at least twice a year at the time of the preparation of the annual and half-year financial statements.2.3. They are appointed by the Board from the members on the basis of their independent and their expertise in the area of compensation for executive officers of public traded companies. 16. No executive officer may be a member of the Appointments Committee. • monitor the independent of the Statutory Auditors. 16. 125 . It may be renewed at the same time as their Board membership. in any case. • monitor the effectiveness of the internal control. The Appointments Committee meets as needed and.2. the Compensation Committee is comprised of Michel Bleitrach (Chairman. Missions The Appointments Committee is a specialised committee of the Board. 16. Management. The Audit Committee reports regulatory to the Board on the performance of its missions and informs the Board of Directors immediately of any difficulty encountered.3. • consults for recommendation to the Board of Directors on all exceptional compensation related to special missions. It may be renewed at the same time as their Board membership.3. Missions In this context. and Board of Directors’ Committees.1. • monitor the legal audits of the corporate and consolidated accounts by the Company’s Statutory Auditors. Appointments Committee 16. it performs the following missions: The Compensation Committee is a specialised committee of the Board of Directors. at least once a year. with the primary mission of assisting the Board in determining the members of the executive bodies of the Company and its Group. based on their independent and expertise in selecting corporate executive officers of publicly traded companies. the Appointments Committee is comprised of Roberto Quarta (Chairman).CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES The Board of Directors Committees Within this framework.

com. except on the points detailed in the Chairman’s report provided for by Article L. medef.3. Nathalie Palladitcheff and Denis Chêne. 16.4. Christian Rochat. more generally. among other things in order to look at procedures for implementing the AFEP-MEDEF Code according to the “comply or explain” rule. the Strategy and Acquisitions Committee is comprised of Gauthier Louette (Chairman).4. included in Annex 1 to this Registration Document. Regine Stachelhaus (Independent Director). acquisition or disposal. 16. including one who is an independent member of the Board of Directors. The Strategy and Acquisitions Committee must be consulted about any proposed transfer.2. Strategy and Acquisitions Committee 16. spin-off.4. STATEMENT RELATED TO THE CORPORATE GOVERNANCE OF THE COMPANY The Company refers to the recommendations of the AFEP and MEDEF Code of corporate governance for publicly traded companies (the “AFEP-MEDEF Code”). met on March 10. Detailed information is also available in the report from the 126 .2 of this Registration Document. 225-37 of the French Commercial Code.4. Members The Strategy and Acquisitions Committee has five members.3.CHAPTER 16: OPERATIONS OF THE ADMINISTRATIVE AND MANAGEMENT BODIES Statement related to the corporate governance of the Company 16. The Company complies with the recommendations of the Afep-Medef Code. The Board of Directors of the Company. Missions The Strategy and Acquisitions Committee is responsible for questions relating to the Group’s policy on acquisitions and financing. The AFEP-MEDEF Code to which the Company refers may be consulted on the Internet at the following address: http://www.6. 16. . merger or demerger by the Company or a company of the Group when the operation in question involves an enterprise value or transaction greater than fifteen million euros or a company or business that generates annual revenues greater than fifty million euros and. 2016. INTERNAL CONTROL The internal control process implemented within the Group is presented in Section 4.1. included in Annex 1 to this Registration Document.3. in its composition mentioned in Chapter 14 of this Registration Document. 225-37 of the French Commercial Code. The Company keeps copies of this code permanently available for the members of its corporate governing bodies.5. On the date of registration of this Registration Document. when the operation in question must first be approved by the Board of Directors.REGISTRATION DOCUMENT 2015 / SPIE SA Chairman of the Board of Directors provided for by Article L.

.....133 127 .................. 133 17........133 17.......135 17.3......... 135 17............4...........1............... Employment and working conditions .................................. PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES ...........4......3....................... France Use of 250 electric charging stations for electric vehicles throughout the Département of Morbihan..............................................................................2.................1....132 17.2...1...........................131 17.CHAPTER 17 Morbihan Energies.....3.... Incentive schemes ....... Training ........135 17.......5..................................................... Stock options and bonus shares awarded...............134 17........................2.. Labour relations ........1.......2........ EMPLOYEES 17.1..................2..4....... Fonds commun de placement d’entreprise SPIE Actionnariat 2011-2015 . EMPLOYEE SHAREHOLDING........ Managerial ownership of the Company....... 136 17....... Number and breakdown of employees..132 17........... 134 17...... PRESENTATION .............128 17.................134 17....2............................................................3..... Interests of the members of the Board of Directors and management ..................1....1.... Compensation policy............ Company savings and similar plans ..3.. Profit-sharing agreements ....130 17.........1..................................2.......5............................. POST-EMPLOYMENT BENEFITS ................. 128 17..............4....................3......134 17............................1...................................................1... EQUITY INTERESTS AND STOCK OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT .................

691 19. In 2015. as a result of the acquisitions carried out by the Group and 94 left the Group as a result of the sale of the subsidiaries in Hungary and Greece. 2015. PRESENTATION 17.046 Belgium 1.CHAPTER 17: EMPLOYEES Presentation 17.799 33.509 998 938 907 Rest of Africa 1. 828 new employees joined the Group.2. 2014 and 2015: Country France 2013 2014 2015 19.1.003 4. South America.1. 2015.536 5.372 2. and 37.244 Netherlands 2. 2013.968 million for the year ended December 31.1.1.398 Total Africa 2. as compared with 38.245 persons as of December 31. a global decrease of 583 persons with 734 new employees in the context of acquired companies and therefore a decrease at constant perimeter of 1.245 37. Number and breakdown of employees 17.238 38.1.096 981 Middle East Asia Other (2) TOTAL (1) Norway.816 33.388 3. 2014. i.067 1. Payroll represents the addition of all gross salaries and employer’s social security contributions.374 1. The increase results mainly from the acquisitions completed by the Group in 2015 and 2014.REGISTRATION DOCUMENT 2015 / SPIE SA 30 27 1 37.1. in the OGS business and in Germany.238 as of December 31. 128 . Russia.698 million for the year ended December 31. the Group’s payroll totalled €2.163 3. 17. 2014 and €1.620 Germany 4.430 2.662 .554 1.034 million compared with €1. General presentation of the work force As of December 31. Breakdown of employees The table below sets out the breakdown of Group employees by country at December 31 2013..804 United Kingdom 3.651 3.938 19. (2) North America.625 2. mainly due to the adjustment of the workforce in France.1.317 persons.305 953 893 866 1. For the year ended December 31.561 1.1. 2013.662 persons.492 1. the Group employed a total (including all types of employment contracts) of 37.e.389 Switzerland 200 650 626 Portugal 276 299 286 Poland 336 377 394 Hungary 131 134 95 50 52 0 Greece Other (1) Total Europe Morocco - - 5 32.

582 SPIE Nederland 2.651 3.586 3.746 1.239 SPIE GmbH 5.035 6.115 2.000) at December 31.717 2.847 5.732 3.589 SPIE Île-de-France Nord-Ouest 3. 2013. 2013. 2014 and 2015: 2013 (Europe) 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) Percentage of female employees 14% 14% 14% 14% 13. 2013.327 35.514 SPIE Est 1.721 1.41% Percentage of female managers 14% 14% 13% 14% 14% Percentage of female employees.523 17.662 (1) Employees. technicians and supervisors.896 SPIE Sud-Ouest 2.721 2.237 35.CHAPTER 17: EMPLOYEES Presentation The table below sets out the breakdown of Group employees for its main subsidiaries (employees > 1. 2014 and 2015: Socio-professional category 2013 2014 2015 Managers 7.389 SPIE UK 2.625 2.079 3.809 8.840 SPIE Belgium 1. 2014 and 2015: Subsidiary 2013 2014 2015 SPIE Ouest-Centre 3.426 36.521 13.645 SPIE Sud-Est 2.906 12.563 2.238 38.019 SPIE Oil & Gas Services 3.194 3.694 TOTAL The table below sets out the breakdown by socio-professional categories of Group employees at December 31.662 2. The following table shows the proportion of women in the Group’s workforce at December 31.048 2.901 4.761 ETAM (1) 16.245 37.554 1.689 17. technicians and supervisors 21% 19% 19% 19% 19% 6% 8% 6% 7% 6% Percentage of women Percentage of female workers 129 .302 3.118 SPIE ICS (formerly SPIE Communications) 3.446 TOTAL 37.536 SPIE Nucléaire 2.091 2.250 3.995 2.388 3.561 1.614 5.455 Workers 12.

84% 2014 2015 Percentage of disabled workers/employees recorded (3) (1) Excluding internal transfers.337 .90% Voluntary turnover for indefinite-term contract employees 4.50% Hiring rate of indefinite-term employees 9. interns and temporary.50% 4.80% 10.70% 7.00% 4.561 428.13% 4.39% 5. The table below shows the age pyramid for Group employees with regular (indefinite-term) contracts at December 31. 2014 and 2015: 2013 (Europe) Age pyramid < 25 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) 7% 7% 7% 7% 6% 25-40 37% 37% 37% 39% 39% 41-55 42% 42% 42% 41% 41% 56-60 10% 10% 10% 10% 10% 4% 4% 4% 3% 4% >60 17. 2013.97% 4.20% 2.40% 7.CHAPTER 17: EMPLOYEES Presentation The following table sets out the breakdown of Group employees by type of contract at December 31.50% 4.14% 10. The following table shows the change in absenteeism and overtime over the last three years in France: Work conditions Absentee rate (1) Overtime (1) Number of days of absence against total of theoretical days of work. 2014 and 2015: Percentage of contract types 2013 (Europe) 2014 (Europe) 2015 (Europe) 2014 (World) 2015 (World) 84% 84% 84% 81% 80% Indefinite-term contracts Other (1) Of which temporary 16% 16% 16% 19% 20% 60% 61% 61% 61% 45% (1) Fixed-term contract.1.739 408. (3) France.2.REGISTRATION DOCUMENT 2015 / SPIE SA 2013 4. (2) Excluding SPIE GmbH. 2013.85% 551. 130 . Employment and working conditions The table below shows the change in employment within the Group for the last three years in Europe: Employment Turnover for indefinite-term contract employees (1) 2013 (2) 2014 2015 11.

build career plans to develop those employees.125 37. results in an objective validation and analysis of key employees. particularly in the technical professions and management positions. which is deployed at different levels of the organisation.561.132 25.2. the needs for resources expressed by the Provisional Management of Jobs and Skills (Gestion Prévisionnelle des Emplois et des Compétences. 3.1.3. • diversity in origins.66 and the gravity rate is 0.65 Gravity rate 0. Outside. 17. (2) Scope: Europe including SPIE GmbH. (2) 2015 acquisitions included prorata temporis. and is creating a Group Diversity Committee with the objective of strengthening the commitment to prevent discrimination and ensure equal opportunity. The purpose of these committees is to detect those with potential in the Company. An integral part of the Group’s guidelines and management values.71 6.274. Training: combine skills and performance Within the Group. • the search for greater male-female balance.28 (1) Frequency rate with work stoppage is 7. 2013 (1) 2014 (2) 2015 Total training expenses (in euros) 28.1. including the acquisition of Service Solutions activities of Hochtief. the Group continues to make meetings in targeted schools in order to introduce students to the Group’s businesses.178.2.463 36.CHAPTER 17: EMPLOYEES Presentation The table below shows the change in work place safety for the last three years (accidents in the work place – Group employees): Work place safety Number of work fatal accidents 2013 (1) 2015 (2) 2014 2 3 3 Frequency rate with work stoppage (3) 5. Diversity – a development and growth factor • improved employment of disabled workers.632 Training (1) Scope: Europe excluding SPIE GmbH. 2013. The Group approach (committee).27 0. GPEC). (3) The frequency rate with work stoppage means the number of work accidents for a million of worked hours. Special attention is also given to career development during the career committee process.2. diversity is included in the enterprises project “SPIE.1. the promotion of Diversity as a “development factor” is implemented through concrete measures based on four priorities: • the harmonious distribution of generations. the training plan is driven by the operating information related to the strategic plans and budgets.932 25. 17.28 0. 131 . 2015.30 on a pro forma basis prepared as if all the acquisitions carried out in 2013. SPIE signed its Diversity Charter in 2008.1. and the need to prepare the employees coming from the career committees.3. shared ambition. The search for greater male-female balance The Group is committed to following the career development of its female employees and is conducting measures to promote the integration of women.773 Employees who received training 20. design inter-subsidiary transfers and develop replacement plans. and a consideration for individual support highlighted during the annual interviews. Training For the year ended December 31. 17.1. and 17.” It is a full part of corporate social responsibility and contributes to improving the climate of trust and working conditions. had been acquired on January 1. With the Group.03% of the payroll expense was allocated to training Group employees (Europe scope).50 5.1.

as follows: • operating criteria: EBITA and cash-flow of the entity of attachment.5. Safety and Working Conditions Committee. The objectives are both quantitative and qualitative. it is operated in accordance with the applicable European regulations (European Directive 2009/38/EC governing the institution of a European works council dated May 6. employee delegates. some of whom are union members. Compensation policy Managers in Group companies are eligible for a variable annual compensation. The Technological Institute offers around twenty custom technical training sessions that meet changes in the market and customer needs. the Health.REGISTRATION DOCUMENT 2015 / SPIE SA 17. • the Technological Institute.000 trainees per year. The variable annual compensation for managers is as follows: • 10% to 30% of the annual base salary for the managerial population. which provides managerial training and project training to the members of Management Committees.662 persons.1. which consists of: • the Management School. The Group considers that overall it has satisfactory working relations with its employees and their representatives. 2015. it has more than 149 collective agreements or action plans negotiated since 2009 with the representatives of the unions. just for France at December 31.CHAPTER 17: EMPLOYEES Presentation The Group has developed its own training organisation. and • 30% to 40% for managers who are members of the Management Committees of the subsidiaries. dedicated to the best technicians in the Group in order to anticipate changes in its strategic businesses. and the Group Committee.1. the Skills Development Centre. group and individual. The results of the operating criteria are weighted by a safety coefficient directly tied to the Group’s safety performance. At the European level. As at December 31. . 2009).4. for example. 2015. 17. 132 . the works council and/or the central enterprise council. The European Works Council is composed of representatives from the different members States in which the Group is present. the Group employed 37. This school trains approximately 2. the rules for forming and operating the European Works Council were unanimously approved. Labour relations The employees of Group companies are represented at various levels (Group/company/site) by the representatives of the representative unions. and • individual development criteria.

00% 0.00% Company Director Roberto Quarta Nathalie Palladitcheff Gabrielle van Klaveren-Hessel** 0 0.58% 1.765 0.03% 0.4 “Employee shareholding” below). in accordance with the commitments letter described in Section 18.00% 0.CHAPITRE 17: EMPLOYEES Equity interests and stock options held by members of the Board of Directors and management 17.00% Michel Bleitrach 1.67% 0.396 1.00% Christian Rochat 100 0.634 0.000 0.1.00% Peter Mason 2.00% Éric Rouzier* 100 0. Éric Rouzier resigned from his office as a Director of the Company with effect as of April 29.1 of this Registration Document.800 0.2.00% 0.2452 units in the FCPE “SPIE Actionnariat 2015” sub-fund (see Section 17. Directors The table below shows the shareholding held by each of the Directors in the Company share capital at the registration date of the Registration Document: Number of shares and voting rights held at December 31.00% 0. 133 .00% 0.67% 100 0. EQUITY INTERESTS AND STOCK OPTIONS HELD BY MEMBERS OF THE BOARD OF DIRECTORS AND MANAGEMENT 17. He shall not be replaced.1.434.00% 0.1. the Company has not set up any stock option plans or bonus share plans.2.2.00% 0 0.00% Sophie Stabile 100 0.03% Daniel Boscari * Mr.00% Regine Stachelhaus 250 0. ** Gabrielle van Klaveren-Hessel also holds 510.2. Interests of the members of the Board of Directors and management 17.00% 0. 2015 Number of shares and voting rights % of capital % of voting rights Gauthier Louette (Chairman and CEO) 2. 2016.00% 0.00% 0.2. 17. Stock options and bonus shares awarded On the date of registration of this Registration Document.030.2.00% 39.20 units in the FCPE “SPIE Actionnariat 2011” sub-fund and 176.58% Denis Chêne (Chief Financial Officer) 1.

107 (including the additional payment made by SPIE Operations). has allowed Group employees since November 24.926. 2010.3. the payment of the incentive is then a function of the growth in the EBIT/revenue ratio (normal payment) or decrease in the EBIT/revenue ratio (payment with application of penalties) for the previous year over the reference perimeter.8 million. 134 . 2005.REGISTRATION DOCUMENT 2015 / SPIE SA The incentives are calculated under similar conditions as a function of the results and performances specific to identified sub-groups. An EBIT/revenue ratio calculated by the Company is the first condition for benefiting from the bonus. prorated on the time employed over the reference year. When this is the case. The gross total amount distributed to beneficiary employees for the incentives for 2015 was €13. since they were established. 3332-17 Section 1 of the French Employment Code.1. support Group employee shareholding in the Company during various successive operations (in particular.575. which was signed by all representative union organisations.4 “Employee shareholding” below) on the 2015 results of each of the Group’s companies concerned. The incentive is uniformly divided among the employees. which varies in accordance with the performance of the Group companies included within the scope of the June 6. 2012. the employees of Group companies with more than fifty employees benefit from profit-sharing under a collective agreement signed June 6. Since December 26. and consequently on the amount of the special profit-sharing reserve in relation to the Company’s results. is pooled with all the special positive profit-sharing reserves of each of the companies within the scope (global special profit-sharing reserve). 2009 to invest in units of funds invested in joint companies pursuant to Article L.3. solely taking into account actual time presence in the Company during the year in question. the profit-sharing.284. and so as not to penalise those employees benefitting from profit-sharing. The gross global special profit-sharing reserve for 2015 thus amounted to €10. Incentive schemes In France. PROFIT-SHARING AGREEMENTS AND INCENTIVE SCHEMES 17. Pursuant to this agreement.2. 17.CHAPTER 17: EMPLOYEES Profit-sharing agreements and incentive schemes 17. the Company purchase by the Employees in 1997 and then the Leveraged Buy Outs of 2006 and 2011 and finally the IPO in 2015). The PEG. and the remaining 70% is distributed in proportion to the salary received over the reference year. Company savings and similar plans The Group has a Group Savings Plan (plan d’épargne Groupe. .3. 2006. 1997. the employees of Group companies with more than fifty employees benefit from a share in the results of the Company under a collective agreement signed April 10. The PEGI was established by a unilateral instrument on October 24. the PEG has accepted funds coming from the Group profit-sharing agreement of June 6. To offset the negative impact of the gross employer contribution paid in the context of the 2015 employee shareholding operation (see Section 17. Thirty per cent (30%) of the global special profit-sharing reserve is uniformly distributed to all employees included within the scope of the June 6. a decision was taken on payment of an additional special profit-sharing reserve by SPIE Operations of a gross amount of €1. Profit-sharing agreements In France.3. 2005 pursuant to Law 2010-1330 of November 9. in accordance with the provisions of Article L.3. 3324-9 of the French Employment Code. 17. PEG) and an International Group Savings Plan (PEGI) which have been primarily used. 2005 agreement. 2005 agreement. 2013. which was established by a unilateral instrument of December 8.

At December 31. 3324-22 of the French Employment Code.000 employees (i. the Group carried out an employee share offering in order to make employees a part of the new SPIE dynamics following its IPO. The conditions of subscription to this new offer provided for a gross employer contribution to be paid respectively by each company-employer of the SPIE Group under the following conditions: to the level of 100% up to €1.000.042. Managerial ownership of the Company Certain former and current Group executives and managers. 2015. amounts to 1. Denis Chêne. including Mr. this new employee share offering has proved to be highly successful.634 shares. 3332-28 and R.1% of the Company capital.e. 2016. held 2.7% of the Company capital at the registration date of this Registration Document as of December 31.4. Gauthier Louette and Mr. Chief Financial Officer and Director.e.000 in payment of each employee-subscriber. the interest in the Company held by Gauthier Louette. At December 31.05 including discount for Group employees. With the shareholding plans already existing. pursuant to the provisions of Article L. 97% of the authorised maximum amount of €55 million) for a subscription price per share set at €13. FCPE). This interest was previously held through the companies SPIE 20 RA.58% of the capital and voting rights. 53% of the workforce) are now shareholders and held.67% of the capital and of the voting rights.387 shares.4. of the French Employment Code. 17.674.000. with a subscription rate of almost 43% throughout the Group and 56% in France.2.400  gross of contribution. amounts to 2. FCPE units in the SPIE Actionnariat 2011 segment will not be available until June 30. with a maximum amount of €5. more than 50% of the Group’s employees had become shareholders in the Company. to the level of 50% from €1.000 in payment of each employeesubscriber. as at June 19. Pursuant to Article L. of the French Employment Code. Following its IPO. in December 2015. The gross amount paid by all companies in the Group in respect of this contribution totals €20.173 Company shares at a price of €16.1. Fonds commun de placement d’entreprise SPIE Actionnariat 2011-2015 In the context of the takeover of the Group in 2011 (the “Takeover Operation”).076. representing 0. the interest of the other executives and managers of SPIE (former and current) amounts.396 shares. Chairman and CEO. the FCPE sold 801.328. 3332-18 et seq. 2020.000. 2015. hold an interest in the Company. particularly members of the Group’s General Management Committee.4. in accordance with the provisions of Articles L. the employees of the Group were given the opportunity to become shareholders of the Company through the Employee Mutual Fund (fonds commun de placement d’entreprise SPIE Actionnariat 2011. 2015. and to the level of 20% above €3. almost 20. SPIE 350 RA and SPIE 350 PP which were absorbed by SPIE SA in the context of the Group reorganisation that took place at the time of the Company’s IPO. representing 1. EMPLOYEE SHAREHOLDING 17.434.000. Following this transaction. in both cases. 4. 2015.030. In connection with the Company’s IPO in June 2015.156 new ordinary shares were issued amounting to over €53 million (i. to the Company’s knowledge. At December  31. former employees and executive officers of the Company and its French and foreign subsidiaries held directly or indirectly and members of a Company savings plan operated by the Group. of the Employment Code. and FCPE units in the SPIE Actionnariat 2015 segment and the shares subscribed for directly in the context of the 2015 transaction will not be available until July 1. through a share capital increase reserved for the employees. At the end of the stock offering reserved to employees for a total of €30. 2015. in the context of the share offering reserved for the employees of certain Group companies participating in the PEG and PEGI. 3332-18 et seq. governed by Articles L.50 per share and.01 to €3. except if an early release event occurs as provided in Articles R. Set up in 13 countries.23% of the capital and of the voting rights. either directly or indirectly through the FCPE. approximately 4.29. SPIE 20 PP. This offer was made either directly or through the FCPE within which a new “SPIE Actionnariat 2015” segment was created. to 12. the interest in the Company held by Denis Chêne.CHAPTER 17: EMPLOYEES Employee shareholding 17. 3332-25 of the French Employment Code. representing 8. 135 . 3331-1 et seq. in payment of each employee-subscriber.

Social and Environmental Responsibility (CSR) provided for by Article R.REGISTRATION DOCUMENT 2015 / SPIE SA The report on the Company’s Corporate.CHAPTER 17: EMPLOYEES Post-employment benefits 17. This increase is primarily due to the discount rate and to the consolidation of the French-speaking Swiss subsidiaries in SPIE Sud-Est. which presents additional HR information. .5. is set out in Annex 2 hereto. 2015. 136 . POST-EMPLOYMENT BENEFITS The amounts of sums due by the Group relating to postemployment benefits increased from approximately €244 million for the financial year ended December 31. 225-105-1 of the French Commercial Code. 2014 to approximately €257 million for the financial year ended December 31.

...........2.............. Shareholders’ agreement between the principal managers of the Group ...... 141 18... SHAREHOLDERS ............................142 18........................139 18.... DECLARATION CONCERNING CONTROL OF THE COMPANY .1..................140 18...... Ardian and Caisse de Dépôt et Placement du Québec ...3.1....140 18..................1...1.......5.......1... Manager shareholders ...........1..1.......CHAPTER 18 Fujitsu................. Caisse de Dépôt et Placement du Québec ..............142 18......2........................................................ CLAYTON........ ITEMS THAT MAY IMPACT A PUBLIC OFFERING ... Germany SPIE is responsible for the design and installation on the Augsbourg production site of a container cogeneration module with commissioning and maintenance for 10 years. 143 18.................................. AGREEMENTS THAT COULD RESULT IN A CHANGE OF CONTROL....... 143 137 ........... Ardian . 138 18..................140 18.......1........ PRINCIPAL SHAREHOLDERS 18..................................2...............3...2.... Clayton. Shareholders Agreement between Clayton Dubilier & Rice.............2......... Dubilier & Rice (“CD&R”) ................2...4.141 18.................. 143 18......... DUBILIER AND RICE UNDERTAKINGS TOWARDS THE FRENCH GOVERNMENT ....3.. Employee shareholding .....4... Clayton Dubilier & Rice..............................140 18..............5...... Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group .

on behalf of the said clients and funds.921 Company shares. 2015: Holding Shareholders Number of shares and voting rights % of capital % of voting rights Clayax Acquisition Luxembourg 1 S. on behalf of the said clients and funds.774. Inc.470 42.5% by the Caisse de Dépôt et Placement du Québec.003% of its capital and voting rights (see AMF declaration 215C1382). i.0% 0.276 13. and declared that it held..520. 7.5% 42. Inc. (4) Shares held by Group employees.5% 42. and declared that it held.0% Clayax Acquisition Luxembourg 5 S.030. acting on behalf of clients and funds that it manages. 2015.1% 4. BlackRock.260.000 100. Eventually. the company BlackRock. On October 13.1% Caisse de Dépôt et Placement du Québec (3) 6.98% of its capital and voting rights (see AMF declaration 215C1442).1% by funds controlled.. fell below the same limits and declared that it held. SPIE 350 RA and SPIE 350 PP. managed or advised by Ardian and at 19. Holding Shareholders Clayax Acquisition Luxembourg 5 S. 7.e. exceeded the threshold of 5% of the Company’s capital and voting rights.100. i.47% 39. managed or advised by Clayton.47% 2. 2015.00% - 154.00% 100. i.1. (2) Former and current Group executives and managers.00% - 150. on behalf of the said clients and funds.076. either directly or through the FCPE SPIE Actionnariat 2011/2015. at 17. (5) On October 2. 5.1% by funds controlled. 0 0.434..39% 41.4% by funds controlled. 5. (2) Former and current Group executives and managers previously shareholders of the companies SPIE 20 RA. Gauthier Louette of which Mr.5% by the Caisse de Dépôt et Placement du Québec.67% 0.6% 2. 63. Dubilier & Rice.6% FCPIE SPIE Actionnariat 2011 of which Mr.504.C.172 37.00% 100.58% 1.47% 10.58% 1.434.1% 56.4% by funds controlled.e.71% 4.774.417 10.204.806 shares of the Company.139. The following table shows the distribution of the capital of the Company as of December 31.. (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec resulting from its subscription order in the context of the initial public offering.67% 6.5% Total Consortium (1) 63. 2015. Gauthier Louette 3.l. Blackrock.470 41. i. SPIE 20 PP.5% Managers (2) 20. on November 11. Dubilier & Rice.96% 3.503. exceeded the threshold of 5% of the Company’s capital and voting rights. 7. 4.REGISTRATION DOCUMENT 2015 / SPIE SA . at 17.7% 390 0. Inc.000 3.à r.A. as of June 19.00% (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.1% 2.692 2.416.089 4.000.e.396 1.156 100. managed or advised by Ardian and at 19.470 42.96% 7.00% Public Treasury shares TOTAL (1) Clayax Acquisition Luxembourg 5 SCA is held at 63.536 Company shares.396 1. Denis Chêne Caisse de Dépôt et Placement du Québec (3) Employee shareholding (4) Public (5) Treasury shares TOTAL Number of shares and voting rights % of capital % of voting rights 63.790 39.C.6% 13. 2015.464. managed or advised by Clayton.801.000 4. 138 .100.39% 16.47% 390 0.634 0. (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec.774.01% of its capital and voting rights (see AMF declaration 2015C1718).e.6% 1.CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders 18.A. (1) Managers (2) of which Mr.7% 37. SHAREHOLDERS The following table shows the distribution of the capital of the Company following its initial public offering and the exercise of the over-allotment option.71% 60.

00% - 154. The investors (limited partners) in CDR Bounce (Cayman) Partners L..67% 0.A. L. i.CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders The following table presents the distribution of the capital of the Company as of the date of registration of this Registration Document: Holding Shareholders Clayax Acquisition Luxembourg 5 S. The investments of CD&R cover companies in a variety of industries with an enterprise value generally ranging from USD 1 billion to 15 billion.139. i.417 10. 2016.000 shares of the Company. CD&R’s stake in the Company is held indirectly via CDR Bounce (Cayman) Partners L. managed or advised by Clayton.P..08% 46.434.13% Employee shareholding (4) 7.e. 18.4% by funds controlled.1. through an accelerated private placement.. i. 2016.13% of its capital and voting rights (see AMF declaration 216C0777). Denis Chêne 1. at 17.1% by funds controlled..400 shares of the Company in the context of the foregoing accelerated private placement.909.5% by the Caisse de Dépôt et Placement du Québec.. is one of the most respected operators in private equity investment in the world. (iii) CD&R Advisor Fund VIII Co-Investor.08% 390 0.60% 33. as a result. Gauthier Louette 2. founded in 1978.076. As a long-term partner. On March 24.396 1.67% Caisse de Dépôt et Placement du Québec (3) 7. Clayax Acquisition Luxembourg 5 SCA therefore holds 51..58% of which Mr.156 139 . all shares of the Company are ordinary shares. as of the date hereof.000. CD&R and its affiliates have offices in New York and London. managed or advised by Ardian and at 19. (iv) CD&R Bounce Co-Investor. Clayton. are (i) Clayton Dubilier & Rice Fund VIII.00% 100. As a result of this transaction.00% Public Treasury shares TOTAL (1) Clayax Acquisition Luxembourg 5 SCA is held at 63. 2015).e. LLC and (vi) CD&R Bounce Co-Investor 2. L. (ii) CD&R Friends and Family Fund VIII L. it exceeded the threshold of 5% of the Company’s capital and voting rights and that.P.60% of its capital and voting rights..e. major international groups and finance professionals. Dubilier & Rice. the Caisse de Dépôt et Placement du Québec declared that on March 24.470 33.260. Dubilier & Rice (“CD&R”) CD&R.156 100.634 0. L. Clayax Acquisition Luxembourg 5 SCA sold 12.47% 16. On April 1. 5. (2) Former and current Group executives and managers (as of December 31.076.P.400 5.60% 10.470 shares of the Company.774. (4) Shares held by Group employees. (1) Managers (2) Number of shares and voting rights % of capital % of voting rights 51.47% of which Mr. almost 8% of its capital and voting rights. 2016. 2015).774. Since its initial public offering.71% 70. either directly or through the FCPE SPIE Actionnariat 2011/2015 (as of December 31.C. The principal executives at CD&R include both experienced executives from Shares 154.58% 1.390 46.400 shares of the Company.909.P. CD&R encourages and assists the management teams of the companies in its portfolio to increase the Company’s profits and earnings via operational improvements.P.71% 4. (3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec. 33. L.089 4.030. (which are all controlled by CD&R).P.992.13% 5. (v) CD&R Bounce NEP VIII Co-Investor. it held 7.809.P. This crossing of threshold results from the acquisition of 1.1.

Caisse de Dépôt et Placement du Québec The Caisse de Dépôt et Placement du Québec is a financial institution that manages funds coming primarily from public and private pension and insurance plans. . At December 31. At December  31. The company offers its 355 investors a diversified choice of funds covering the entire asset class: Small Cap and Mid Cap Buyout.58% of the capital and voting rights.1. This interest was previously held through the companies SPIE  20  RA. Employee shareholding 18. amounts to 1. discipline and long-term investment. representing 0.396 shares. the Caisse invests in the major financial markets and private placements.1.434. 2015.5. representing 1. the interest of the other executives and managers of SPIE (former and current) amounts. with more than 350 employees working in ten offices in Beijing. early secondary and secondary) Ardian’s most recent transactions include.REGISTRATION DOCUMENT 2015 / SPIE SA The employees of the Group hold a stake of 4. Ardian 18.7% in the Company.1 of this Registration Document).674. infrastructures and real estate worldwide. 140 . with its head office in Paris. Paris. the interest in the Company held by Gauthier Louette. amounts to 2. At December 31. London.000 shareholder employees (see Section 17. Innovation & Growth. Co-Investment. F2i Aeroporti (airports) and Serma (electronic). Ardian.1. hold an interest in the Company. particularly members of the Group’s General Management Committee.030. North America and Asia. either directly or through the FCPE SPIE Actionnariat 2011-2015. The company. One of the largest institutional fund managers in Canada. SPIE 20 PP. to 12. Frankfurt. 2015.P.4.67% of the capital and of the voting rights. and AXA S-Co-Invest L.387 shares representing 8. Chairman and CEO. 2015. has always placed the entrepreneurial spirit at the centre of its approach and offers its international investors superior performances by participating in the growth of companies around the world. Its net assets totalled approximately CAD 248 billion as at December 31.3. Singapore and Zurich. Milan. as well as the Fund of Funds (primary.634 shares.23% of the capital and of the voting rights.4. This fund. which is majority-owned by its employees.2. is a first-tier independent investment company that manages and/or advises USD 50 billion in assets in Europe. Manager shareholders Founded in 1996 and led by Dominique Senequier. including Mr. New York. Denis Chêne. Ardian holds its stake in Clayax Acquisition Luxembourg 5 SCA via AXA Co-Investment Fund III L. Ardian is backed by a solid international network. Gauthier Louette and Mr. established in 2011 and supplemented by a second segment in 2015 along with employees holding shares directly.P. Certain former and current Group executives and managers. NHV (helicopter transport). the interest in the Company held by Denis Chêne. 2015.1.CHAPTER 18: PRINCIPAL SHAREHOLDERS Shareholders 18. SPIE 350 RA and SPIE 350 PP which were absorbed by SPIE SA within the scope of the Group reorganisation that took place at the time of the Company’s IPO. Chief Financial Officer and Director. Infrastructure and Private Debt. has nearly 20. Jersey. Luxembourg. The Ardian investment philosophy is based on three pillars: determination. to the Company’s knowledge. 18.

Finally.CHAPTER 18: PRINCIPAL SHAREHOLDERS Declaration concerning control of the Company 18. The commitments detailed in the second and third points above do not apply to the Company’s shares acquired. 141 . made commitments to the Company relating to its corporate governance and management of the liquidity of their shareholding in the Company. representing at least 1% of the Company’s share capital. such sale or such transfer must also be carried out in an orderly manner. These commitments provide in particular: • Corporate governance: The Consortium will be represented on the Board of Directors by a maximum of (i) four Directors among the candidates that it will propose.2. Clayton Dubilier & Rice were only represented by two Directors. including three Directors proposed by CD&R and one Director proposed by CDPQ and (ii) a non-voting Director proposed by Ardian. directly or indirectly. the term “competitor” means any company or group of companies (i) whose activity or one of its activities relates to the multi-technical services sector and more specifically to the areas of electrical. by one or several members of the Consortium.2. For the purposes of this commitment. CD&R. CDPQ would be represented by a second Director. which are the major shareholders of the Company. These commitments will expire on the date each member of the Consortium will hold. in any way. mechanical or HVAC engineering and communications systems as well as specialised services related to energy (including facility management and information technology activities) and (ii) whose turnover relating to this activity amounts to a minimum of €1 billion. this requirement shall not apply in the event of a public offer for which (i) no prior undertaking to sell or tender in the offer would have been taken by a member of the Consortium and (ii) the Board of Directors would have issued a favourable opinion by a majority of its members. (iii) CDPQ will be represented by a Director and a non-voting Director for as long as it directly or indirectly holds at least 5% of the Company’s share capital. Such obligation does not apply in the event of a sale of Company’s shares to a non-identified buyer over a certain period of time. Dubilier & Rice. This representation will be modified in the event of a sale of shares by the members of the Consortium. upon request from the Company and as follows: (i) CD&R will be represented respectively by three. • Information in the event of a sale of shares: The obligation to provide prior information to the Chairman in the event of sale or transfer of shares by one or several members of the Consortium. Moreover. Ardian and CDPQ in the context of the Company’s IPO and subsequently. 2015. representing at least 1% of the Company’s share capital to a competitor or a significant business partner of the Company (client or supplier). by Clayton. The Board of Directors shall act by a simple majority of the Directors present and represented. for the aforesaid reasons. (ii) Ardian will be represented by a non-voting Director for as long as it directly or indirectly holds at least 2% of the Company’s share capital. However. DECLARATION CONCERNING CONTROL OF THE COMPANY 18. amended on May 29.1. with any Director appointed upon the proposal of the Consortium members not taking part to the vote. Ardian and Caisse de Dépôt et Placement du Québec (“CDPQ”). with the Company providing reasonable cooperation and assistance to the transferor in order to facilitate these transactions. Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group In the form of a letter dated May 22. directly or indirectly. • Prior approval in the event of a sale of shares: A requirement to obtain the prior approval of the Board of Directors in the event of a sale or transfer of shares. provided it directly or indirectly holds at least 15% of the Company’s share capital. two or one Director(s) for so long as it owns at least. either directly or indirectly. either directly or indirectly. 15% or 5% of the Company’s share capital. These two terms also include (i) all the controlling companies. Clayton Dubilier & Rice. and (ii) all the companies controlled by a controlling company of a competitor or a significant business partner. if. directly or indirectly. in any way. in connection with the Initial Public Offering of the Company. respectively 25%. 2015. The term “significant business partner” means each of the Company’s clients representing more than €40 million of the Group’s consolidated turnover or each of the Company’s suppliers representing more than €15 million of the total amount of the Group’s purchases. less than 2% of the Company’s share capital and would no longer be a shareholder of the holding company of the Consortium which holds the Company’s shares. including in the context of a public offer.

acting alone. • a lock-up commitment of the Company’s shares held for a period of 365 calendar days as of June 11. Ardian and CDPQ in the context of the Company’s IPO and subsequently. • the obligation to provide prior information with respect to any sale of Company’s shares. the Nominating Committee and the Strategic and Acquisitions Committee.CHAPTER 18: PRINCIPAL SHAREHOLDERS Declaration concerning control of the Company 18. an alternative public offer or a mixed public offer. 341-4 of the French Code de la Sécurité sociale and in the event of retirement (Mr. directly or indirectly. have agreed to enter into a shareholders’ agreement to govern their relationship as shareholders of the Company (it being stipulated that this agreement does not apply to the Company shares held by the parties directly). Dubilier & Rice. as long as it holds at least 2% of the Company’s share capital or.3. CD&R. • Liquidity arrangements: a sale of the Company’s shares may be initiated after the closing of the Company’s IPO (i) at any time by CD&R. the Remuneration Committee. 2015. 18. pursuant to which the relevant managers are acting together towards the Company. third category in accordance with Article L.2. 2015. CD&R will therefore designate one representative on the Audit Committee.REGISTRATION DOCUMENT 2015 / SPIE SA The stipulations of this shareholders’ agreement will cease to apply to any party whose interest. Gauthier Louette. Shareholders Agreement between Clayton Dubilier & Rice. by Ardian and CDPQ acting jointly as long as they hold together at least 2% of the Company’s share capital or (B) after the third anniversary of the closing of the Company’s IPO by Ardian and/or and CDPQ. Gauthier Louette is not concerned by this last exception) and (ii) transfer in the context of a tender offer. as well as the conditions of representation of the Consortium on the Board of Directors’ Committees.2. Denis Chêne. Ardian and Caisse de Dépôt et Placement du Québec Undertakings Towards the Group”. and Mr. as long as the relevant shareholder holds at least 2% of the Company’s share capital. . in connection with the Company’s IPO. The parties to the shareholders’ agreement described in this paragraph 18. by Clayton. Dubilier & Rice. Chairman and CEO. The commitments detailed in the second point above do not apply to the Company’s shares acquired. Ardian and Caisse de Dépôt et Placement du Québec On May  29.2 have declared that they do not act together. at the same price and same terms and conditions as those of the relevant shareholder. CDPQ may therefore designate one representative on the Nominating Committee and the Strategic and Acquisitions Committee. (ii) (A) prior to the third anniversary of the closing of the Company’s IPO.2. This shareholders’ agreement. a public exchange offer. The agreement provides in particular: • Corporate governance: Conditions of representation of the Consortium on the Board of Directors in accordance with the commitments taken towards the Company as described in “ – Declarations relating to the control of the Company – Clayton. have entered into a shareholders’ agreement in order to govern their relationship as shareholders of the Company. either direct or indirect. which are the major shareholders of the Company. acting alone. certain shareholders managers of the Company. in the Company’s share capital would fall below 2% and which would no longer be a shareholder of the holding company of the Consortium which holds the Company’s shares. other members of the Consortium would benefit from a right to participate to this sale on a pro rata basis based on the number of the Company’s shares owned respectively. Moreover. 142 . if a member of the Consortium decides to initiate the process of sale of its Company’s shares.2. permanent disability of second. Director and Chief Financial Officer. including Mr. is valid for a period of five years. The main stipulations of the shareholders’ agreement are as follows: • the relevant managers’ party to this agreement undertake to meet before any Company’s general meeting of the Company’s shareholders and any other significant event for the Company in order to adopt a common position. such requirement being waived in particular in case of (i) transfer by succession in case of death. Ardian and Caisse de Dépôt et Placement du Québec (CDPQ). Shareholders’ agreement between the principal managers of the Group In connection with the Company’s IPO.

As soon as it ceases to control directly or indirectly the Company. 233-11 of the French Commercial Code 18. 233-7 to L. On this basis. 11. CD&R has undertaken to (i) make sure that the Group’s operational managements ensure that CD&R does not access to information related to the Sensitive Activities and (ii) submit to the prior approval of the Ministry of Economy any transfer of assets used in connection with the Sensitive Activities.) of the French Monetary and Financial Code).4. since the Group operates activities which are in the scope of the above mentioned provisions of the French Monetary and Financial Code. Legislative or regulatory reference Requisite factors L. and R. DUBILIER AND RICE UNDERTAKINGS TOWARDS THE FRENCH GOVERNMENT When the Consortium acquired the Group in 2011. 225-100-3(2) of the French Commercial Code The statutory restrictions on exercise of voting rights and on share transfers or clauses of signed agreements brought to the Company’s attention in accordance with Article L. 233-12 of the French Commercial Code 18.2. and in particular in respect with Nation Defence (the “Sensitive Activities”). there is no existing agreement the execution of which would incur a change of control. 12 and 13 of the Articles of Association) 21. AGREEMENTS THAT COULD RESULT IN A CHANGE OF CONTROL As of the date of registration of this Registration Document. These commitments were made in compliance with the regulation related to foreign investments in France (Articles L. 151-3 et seq.3 Rights. provided for in Article L.2 Declaration concerning control of the Company Direct or indirect holdings in the Company’s capital of which it is aware.8 Regulations applicable to foreign investments in France 21. 18. Dubilier and Rice (“CD&R”).2. ITEMS THAT MAY IMPACT A PUBLIC OFFERING The table below shows information concerning factors likely to have an impact in the case of public offering. Clayton.2. has made commitments to the French Government.3. by virtue of Articles L. privileges and restrictions attached to shares (Articles 10.1 Shareholders L.5.1 Shareholders 21. 225-100-3(3) of the French Commercial Code Chapters/Sections of the Registration Document 18. CLAYTON.7 Declaration of thresholds and identification of shareholders 143 . 153-1 et seq. 18.CHAPTER 18: PRINCIPAL SHAREHOLDERS Agreements that could result in a change of control 18. CD&R will not be subject to these commitments. 225-100-3 of the French Commercial Code. as being the majority shareholder of the Company. 225-100-3(1) of the French Commercial Code The structure of the Company’s capital L.

including the Senior Facility Agreement (see paragraph 10.3 Other securities giving right to capital In addition.2.2 Provisions of the Articles of Association governing the administrative and management bodies – Internal rules of the Board of Directors 21.7 of this Registration Document) as well as a number of other commercial agreements.1 Paid-up Share Capital and Authorised but Unissued Share Capital 21. 225-100-3(9) of the French Commercial Code The agreements concluded by the Company which are amended or which end in the event of change of control of the Company. apart from cases of mandatory disclosure under the law.1 Senior Credit Facilities Agreement L.Legislative or regulatory reference Requisite factors Chapters/Sections of the Registration Document L. 144 . 225-100-3(8) of the French Commercial Code The power of the Board of Directors or Management Board. 225-100-3(10) of the French Commercial Code The agreements providing for indemnities for the members of the Board of Directors or Management Board or employees.2 Declaration concerning control of the Company 17.2. the Group is a party to a number of contracts containing change of control provisions.1. 225-100-3(6) of the French Commercial Code The agreements between shareholders of which the Company is aware and which may result in restrictions on share transfer and exercise of voting rights 18. adversely affects its interests 10. 225-100-3(7) of the French Commercial Code The rules applicable to the appointment and replacement of members of the Board of Directors or Management Board and to the amendment of the Articles of Association 18. except if this disclosure.5 Employee shareholding L. 225-100-3(5) of the French Commercial Code The control mechanisms provided for in any employee shareholding system. in particular share issue or buyback L.2.2.2 Compensation of executive officers 21.REGISTRATION DOCUMENT 2015 / SPIE SA .1. or if their employment ends on account of a public offering 15.2 Declaration concerning control of the Company L. 225-100-3(4) of the French Commercial Code A list of holders of any share comprising special rights of control and a description of these N/A L. when the control rights are not exercised by employees 18. if they resign or are dismissed without due and genuine cause.5 Shareholders’ General Meetings (Article 19 of the Articles of Association) L.1.2.1. Dubilier & Rice undertakings towards the French government 21.4 Employee shareholding 18.4 Clayton.

...... 147 145 ..... RELATED-PARTY TRANSACTIONS 19. SPECIAL REPORTS OF THE AUDITORS ON RELATED-PARTY AGREEMENTS FOR FISCAL YEAR 2015 . PRINCIPAL RELATED-PARTY TRANSACTIONS . France In France.2...1. 146 19... SPIE is supporting the digital conversion of five centres of the Directorate for Military Applications via an ICT outsourcing contract in partnership with SOGETI.......CHAPTER 19 CEA....

PRINCIPAL RELATED-PARTY TRANSACTIONS The parties related to the Group consist primarily of the Company’s shareholders. and the entities over which the different executives of the Group exercise at least significant influence.1.CHAPTER 19: RELATED-PARTY TRANSACTIONS Principal related-party transactions 19. . its unconsolidated subsidiaries. the companies under joint control (companies proportionately consolidated).1 of this Registration Document.1. 146 . presented in Section 20. 2015. the associate companies (equity associates).REGISTRATION DOCUMENT 2015 / SPIE SA The calculated data specifying the relations with these related parties is provided in Note 23 to the consolidated financial statements for the year ended December 31.

Agreements and commitments submitted for the approval of the Shareholders’ Meeting In accordance with Article L. on the main terms and conditions of. It is the responsibility of the shareholders pursuant to article R. 1. 225-31 of the French Commercial Code concerning the implementation during the year of the agreements and commitments already approved by the Shareholders’ Meeting. purpose. Statutory Auditors’ special report on related-party agreements and commitments To the Shareholders. This report should be read in conjunction with. 2015 This is a free translation into English of the Statutory Auditors’ report issued in French and is provided solely for the convenience of English speaking readers.à. 2015 Persons concerned Dominique Gaillard. Signature by the Company of an Amendment to the Shareholder Loan Agreement – Authorization of the Board of Directors on April 22. in its capacity as borrower.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 19.694. The Amendment was signed with Clayton Acquisition Luxembourg 2 S. and construed in accordance with. It is our responsibility to report to shareholders. SPECIAL REPORTS OF THE AUDITORS ON RELATED-PARTY AGREEMENTS FOR FISCAL YEAR 2015 SPIE SA Annual General Meeting for the approval of the financial statements for the year ended December 31. the agreements and commitments that have been disclosed to us or that we may have identified as part of our engagement. In our capacity as Statutory Auditors of SPIE SA. Nature.l. 2015 the Company signed an Amendment to the Shareholder Loan Agreement that had been entered into in the context of Clayax Acquisition 4’s acquisition of the SPIE Group on August 30. on June 9. Christian Rochat and Eric Rouzier. we hereby report to you on related-party agreements and commitments. terms and conditions In connection with the initial public offering of SPIE SA shares. after the receivable on the intragroup loan was transferred to the latter for its residual value.r. 2011 with Clayax Acquisition. and the reasons for. for an initial principal amount of €461.2. Where applicable.621.225-40 of the French Commercial Code. and Clayax Acquisition Luxembourg 5 SCA. We performed the procedures that we deemed necessary in accordance with the professional guidance issued by the French national auditing body (Compagnie Nationale des Commissaires aux Comptes) for this type of engagement. 2014. it is our responsibility to provide shareholders with the information required by article R. we were informed of the following agreements and commitments authorized by the Board of Directors. Roberto Quarta. These procedures consisted in verifying that the information provided to us was consistent with the underlying documents. without commenting on their relevance or substance or identifying any undisclosed agreements or commitments. based on the information provided to us. 147 .225-31 of the French Commercial Code (Code de Commerce) to determine whether the agreements and commitments are appropriate and should be approved. renamed SPIE SA on September 26. French law and professional auditing standards applicable in France.

2015 Persons concerned Dominique Gaillard. two or one director respectively when it directly or indirectly holds at least 25%. purpose. and the group of financial institutions comprising the Global Coordinators and their associated Lead Managers and Bookrunners. and FCPE SPIE Actionnariat 2011 in their capacity as Selling Shareholders. so that it may be incorporated into the Company’s capital before the IPO settlement date. . 2015 an Underwriting Agreement was signed by the Company in its capacity as issuer. and . which stipulates that: • The Consortium shall be represented on the Company’s Board of Directors by a maximum of (i) four directors selected from the recommended candidates. r.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Reason for the Amendment The Amendment was signed by the Company’s Board of Directors in connection with the admission of the Company’s shares to trading on the Euronext Paris regulated market. Nature.REGISTRATION DOCUMENT 2015 / SPIE SA . and will no longer apply to a member of the Consortium when they directly or indirectly hold less than 2% of the Company’s share capital and are no longer a shareholder of the holding company for the Consortium’s shares in the Company. 15% or 5% of the Company’s share capital.CDPQ shall be represented by a director and a non-voting director when it directly or indirectly holds at least 5% of the Company’s share capital. • This representation on the Board of Directors shall be amended in the event that members of the Consortium sell their shares at the request of the Company and according to the following conditions: . and (ii) a non-voting director recommended by CDPQ. and (ii) provide that interest on said intragroup loan will cease to accrue as from the date on which the repayment request is sent. à. 2015 Persons concerned Dominique Gaillard. Ardian. three recommended by Clayton Dubilier & Rice and the fourth recommended by Caisse de dépôt et placement du Québec (CDPQ). the Lead Managers and their associated Bookrunners. and the Joint Lead Managers. 2. purpose. terms and conditions In connection with the initial public offering of SPIE SA shares. These commitments came into force at the date the Company’s shares were first listed on the market in connection with its initial public offering.Ardian shall be represented by a non-voting director when it directly or indirectly holds at least 2% of the Company’s capital. on June 9. Signature by the Company of an Underwriting Agreement – Authorization of the Board of Directors on June 9. 3.Clayton Dubilier & Rice shall be represented by three. Signature by the Company of an Amendment to the Letter of Commitment with Clayton Dubilier & Rice. Roberto Quarta. The Letter of Commitment stipulates that these rights conferred on CDPQ shall be exercised jointly with Ardian. Roberto Quarta. Nature. l. authorized the Company to countersign the Amendment to the Letter of Commitment. Reason for the Amendment The Amendment was signed by the Board of Directors in order to provide a formal framework governing changes in the Group’s ownership structure and the consequences thereof. in order to (i) render the intragroup loan initially entered into with Clayax Acquisition Luxembourg 5 SCA repayable at any time on written request of the lender and with no specific notice period. Christian Rochat and Eric Rouzier. Caisse de dépôt et placement du Québec – Authorization of the Board of Directors on May 29. and by two directors when it directly or indirectly holds at least 15% of the Company’s share capital and Clayton Dubilier & Rice’s representation comes to only two directors. Christian Rochat and Eric Rouzier. 2015. 148 . in order to ensure that it could continue to develop its business as an independent European leader in multi-technical services in a clearly defined framework. by Clayax Acquisition Luxembourg 1 S. at its meeting of May 29. terms and conditions The Board of Directors.

terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30. Roberto Quarta. Nature. In connection with the restructuring of the acquisition and investment loan. on July 31. 2011 in its capacity as Original Debtor. remained in effect during the year. Subordinated Creditor and Third Party Holder. the Company (and other SPIE Group companies) entered into a Senior Credit Agreement dated August 18. we have been informed that the following agreements and commitments approved by the Shareholders’ Meeting in previous years. 149 . 2015 Persons concerned Gauthier Louette. 2013 in its capacity as Guarantor. purpose. 2013 the Company and other Group companies agreed to be party to the Amendment to the Senior Credit Agreement entered into on July 24. the revolving loan. Roberto Quarta. Dominique Gaillard. Senior Credit Agreement. Amendments and Subordination Agreement Persons concerned Gauthier Louette. 2013. 2015 a Compensation Agreement was signed by SPIE SA and the former shareholders of the Management Companies in their capacity as Guarantors. 4. on April 29. Nature. Signature by the Company of a Compensation Agreement – Authorization of the Board of Directors on June 9. in accordance with article 23 of the Senior Credit Agreement. as well as a Subordination Agreement dated August 18. 2014 the Company signed an Amendment to the Senior Credit Agreement in its capacity as debtors’ agent in order to restructure the revolving loan along with tranche B and tranche C of the Senior Credit Agreement by reducing the initial margin and credit margin. Denis Chêne and Alfredo Zarowsky. Agreements and commitments already approved by the Shareholders’ Meeting Agreements and commitments approved in prior years a) which remained in force during the year Pursuant to article R. Alfredo Zarowsky. purpose. Denis Chêne. 2011 and amended as of July 24. SPIE 20 RA.225-30 of the French Commercial Code. Reason for the Agreement The Agreement was signed by the Board of Directors to organize the compensation due to the Company by the shareholders of the Management Companies for any direct and certain harm suffered by the Company. 2011. Eric Rouzier. Structural Back to Back Loan Agreements and the related Joint and Several Guarantee Persons concerned Dominique Gaillard. 1. terms and conditions In connection with the initial public offering of SPIE SA shares and the legal restructuring resulting from the merger of the Management Companies (SPIE 20 PP. on June 9. In connection with the restructuring of SPIE Group debt. and tranche B and tranche C of the SPIE Group Senior Credit Agreement. 2. pursuant to which the Guarantors agreed to compensate the Company for any harm suffered as a result of a known or unknown liability relating to the Management Companies and caused by a fact or event prior to the IPO.SPIE 350 PP and SPIE 350 RA) into SPIE SA.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Reason for the Agreement The Agreement was signed by the Company’s Board of Directors in order to guarantee the success of the overall offer made by the Company in connection with the admission of its shares to trading on the Euronext Paris regulated market. Christian Rochat and Eric Rouzier. Christian Rochat. in its capacity as Original Guarantor. Sir Peter Mason and Michel Bleitrach.

purpose. Annuity payments due at the time the beneficiary retires are capped at 20% of his average fixed and variable compensation for the previous three years. terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30. Termination benefits for the Chairman and Chief Executive Officer (Gauthier Louette) Persons concerned Gauthier Louette. Pension plans for the Chairman and Chief Executive Officer (Gauthier Louette) Persons concerned Gauthier Louette. Commitments made by the Company in connection with the issue of High Yield Notes by Spie BondCo 3 SCA authorized by a private agreement dated February 7. purpose.REGISTRATION DOCUMENT 2015 / SPIE SA . 3. 150 . 2011. Nature. i. was extended by way of an amendment to cover SPIE SA with effect from January 1. Similarly. 2011. These criteria are the financial criteria used each year by the Board of Directors to determine Mr. terms and conditions At its May 21. Shareholder Loan Agreement Persons concerned Dominique Gaillard. purpose. The termination benefits will only be paid if the average achievement rate for each criterion as calculated over the previous three years is at least equal to 70%. 16% of the annual social security ceiling. Louette’s variable compensation. the complementary defined benefit pension plan for which Gauthier Louette is eligible. These annuities will be paid if the beneficiary is still working for the Company when he retires. • signed an Agreement governed by the laws of the State of New York in its capacity as Guarantor. terms and conditions Following the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30. 2011 and granted a related guarantee with Spie BondCo 3. terms and conditions The defined contribution pension plan for which Chairman and Chief Executive Officer Gauthier Louette is eligible. Christian Rochat and Eric Rouzier. purpose. The amount paid in for Gauthier Louette represents the maximum amount. purpose. already in place within other Group companies. They will also be paid if the beneficiary is over 55 years of age when he leaves the Company and if he does not work between leaving the Company and retiring. Nature. 2011. 2011. and in connection with the planned issue of bonds or debt securities by Spie BondCo 3 SCA.e. the Board of Directors decided to introduce termination benefits for the Chairman and Chief Executive Officer Gauthier Louette amounting to one year of his gross salary (annual gross and variable compensation.. in its capacity as borrower. excluding any exceptional bonuses) and payable subject to the fulfilment of performance criteria. Roberto Quarta.621 on August 30. Nature. Clayax Acquisition 4 and the financial institutions. terms and conditions In connection with the acquisition of the SPIE Group by Clayax Acquisition 4 on August 30.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Nature. Nature. 2013.694. 5. Clayax Acquisition 3. 2013. the Company entered into a Shareholder Loan Agreement for a principal amount of €461. b) which were not implemented during the year 6. with Clayax Luxembourg Acquisition 5 SCA. the Company: • signed an Indenture governed by the laws of the State of New York. the Company entered into Structural Back to Back Loan Agreements on August 30. already in place within other Group companies. 2014 meeting. 4. provided that his departure is decided by the Company. was extended by way of an amendment to cover SPIE SA with effect from January 1. 2012 expressing the consent of all the shareholders Persons concerned SPIE BondCo 3.

Dominique Gaillard. 2014 Persons concerned Gauthier Louette. 2015 in its capacity as Borrower and Guarantor. Christian Rochat. purpose. Alfredo Zarowsky. 2015 the Company in its capacity as Pledgor entered into a Fourth-Rank Securities Account Pledge Agreement with Clayax Acquisition 3 in its capacity as Third Securities Account Holder. terms and conditions In connection with the restructuring of SPIE Group debt. in order to be able to refinance the High Yield Mirror Loan as well as the shareholder loan. 3. Signature by the Company of a Fourth-Rank Securities Account Pledge Agreement granted by Clayax Acquisition Luxembourg 5 SCA on securities issued by SPIE SA – Authorization of the Board of Directors on December 3. Denis Chêne. purpose. Roberto Quarta. Christian Rochat. Signature of a Deed of Covenant and Guarantee – Authorization of the Board of Directors on December 3. a) approved by the Shareholders’ Meeting of May 26. Nature. 2014 Persons concerned Gauthier Louette. 2011 in its capacity as Original Debtor and Second Lien Obligator. Alfredo Zarowsky. 4. Denis Chêne. Signature by the Company of an amendment to the Senior Credit Agreement – Authorization of the Board of Directors on December 3. Eric Rouzier. Sir Peter Mason and Michel Bleitrach. Sir Peter Mason and Michel Bleitrach. purpose. relating to second-ranking bonds maturing in 2022 issued on January 13. Eric Rouzier. Sir Peter Mason and Michel Bleitrach. 2014 the Company entered into an amendment to the Senior Credit Agreement with effect from January 13. Signature of an amendment to the Subordination Agreement – Authorization of the Board of Directors on December 3. as indicated in the Statutory Auditors’ special report of March 26. Eric Rouzier. on January 13. Christian Rochat. on January 13. Sir Peter Mason and Michel Bleitrach. 2015 the Company entered into a Deed of Covenant and Guarantee in its capacity as Issuer. terms and conditions In connection with the restructuring of SPIE Group debt. Denis Chêne. Dominique Gaillard. Nature. Nature. Nature. Alfredo Zarowsky. Dominique Gaillard.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Agreements and commitments approved during the year We have also been informed of the following agreements and commitments. Roberto Quarta. 2015 the Company entered into an Amendment to the Subordination Agreement initially entered into on August 18. Dominique Gaillard. on securities issued by Clayax Acquisition 3. 2014 Persons concerned Gauthier Louette. 2. 2015: 1. terms and conditions In the context of the restructuring of SPIE Group debt. Dominique Gaillard. terms and conditions In connection with the restructuring of SPIE Group debt. 151 . Sir Peter Mason and Michel Bleitrach. Signature by the Company of a Securities Account Pledge Agreement on Clayax Acquisition 3 securities – Authorization of the Board of Directors on December 3. purpose. Eric Rouzier. Alfredo Zarowsky. with borrowings granted under more favorable financial conditions. Roberto Quarta. 2014 Persons concerned Gauthier Louette. Eric Rouzier. Roberto Quarta. 2014 Persons concerned Gauthier Louette. Christian Rochat. Denis Chêne. Denis Chêne. Alfredo Zarowsky. 2014. 2015 pursuant to the Subscription Agreement signed on December 19. on January 13. Christian Rochat. 5. on December 19. 2015. Roberto Quarta.

purpose. in any manner whatsoever. Roberto Quarta. These commitments came into force at the date the Company’s shares were first listed on the market and will no longer apply to a member of the Consortium when they directly or indirectly hold less than 2% of the Company’s share capital and are no longer a shareholder of the holding company for the Consortium’s shares in the Company. Ardian and Caisse de Dépôt et Placement du Québec (CDPQ). Signature by the Company of a Letter of Commitment from Sponsors – Authorization by the Board of Directors on May 22. and Clayton Dubilier & Rice. the Letter of Commitment stipulates that: • the Consortium shall be represented on the Company’s Board of Directors by a maximum of four directors and one non-voting director. 2015. in its capacity as Third Securities Account Holder. Company directors. indirect Company shareholders. purpose. Neuilly-sur-Seine and Paris La Défense. on January 13. 2016 The Statutory Auditors PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas 152 . 2015 the Board of Directors authorized the Company to countersign the Letter of Commitment signed by Dubilier & Rice. Nature. Eric Rouzier.REGISTRATION DOCUMENT 2015 / SPIE SA . representing at least 1% of the Company’s capital. Ardian and CDPQ. the members of the Consortium make a series of commitments regarding the organization of the Company’s governance and the management of the liquidity of their interests in the Company’s capital. terms and conditions In connection with the restructuring of SPIE Group debt. representing at least 1% of the Company’s capital. on securities issued by the Company. in order to ensure that it can continue to develop its business. The Letter of Commitment provides a formal framework governing changes in the Group’s ownership structure and the consequences thereof. In particular. These agreements expired on June 11. 2015 following the initial public offering of SPIE SA shares. in any manner whatsoever. to a competitor or significant trading partner of the Company. 2015 the Company. entered into a Fourth-Rank Securities Account Pledge Agreement with Clayax Acquisition Luxembourg 5 SCA in its capacity as Pledgor. 2015: 1.CHAPTER 19: RELATED-PARTY TRANSACTIONS Special reports of the Auditors on related-party agreements for fiscal year 2015 Nature. by one or more members of the Consortium. on May 22. and also prescribes the means by which these members are to be determined by the members of the Consortium. b) approved by the Shareholders’ Meeting of June 9. the Company’s principal shareholders (the «Consortium»). terms and conditions In connection with the initial public offering of SPIE SA shares. • the Consortium has a duty to obtain the agreement of the Company’s Board of Directors before the sale or transfer of shares. • the Consortium has a duty to inform the Chairman of the Company’s Board of Directors in the event that one or more members of the Consortium sells or transfers shares. April 20. Christian Rochat. 2015 Persons concerned Dominique Gaillard. as indicated in the Statutory Auditors’ special report of May 22. Under the terms of the Letter of Commitment.

........ 267 20...1..................... 2015 .231 20......................... 2015.. FINANCIAL INFORMATION ON THE HOLDINGS.......................................................................... 2015 ...........6...... AUDITORS’ FEES ..............265 20........ COMPANY’S STATUTORY STATEMENTS ..7.......3..5......................................... SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION .... 263 20.. Recourse of the Île-de-France Region – Lycées of Îlede-France ...6................1. DATES OF THE MOST RECENT FINANCIAL INFORMATION ......4..... Auditors’ report on the Company’s annual statutory financial statements for the financial year ended December 31...6...........260 20.6............ DIVIDEND DISTRIBUTION POLICY ... Recourse by SNCF – EOLE .............. Auditors’ report on the consolidated financial statements for the year ended December 31. 2015 ......6.. Consolidated financial statements for the year ended December 31.265 20.............267 20..............264 20..1......................6.... Anti-competitive practices in South-Western France .7......1... Investigation in the context of bid tenders launched in the public lighting sector in Ardèche .......155 20................. Arbitration proceedings with Morgan Sindall in the United Kingdom ...........3..........CHAPTER 20 Total............................6............ 264 20.2....... Investigation in the context of a market in Finistère ......................5.......2............... 155 20... Gabon SPIE is responsible for supervising works and for the start-up of onshore and offshore sites for a period of 3 years...2.2... Dispute relating to the Cancéropole in Toulouse .2........... 264 153 .... Company’s annual statutory statements for the financial year ended December 31................. 262 20................................1...........6.............. FINANCIAL POSITION AND RESULTS OF THE GROUP 20..229 20..1.................6..................4..... LEGAL PROCEEDINGS AND ARBITRATION....... 231 20.........................267 20...............266 20........ GROUP CONSOLIDATED FINANCIAL STATEMENTS .....264 20.........2....

are included in this Registration Document by way of reference. the financial statements relating to the financial years ended December 31. 2014 and 2013.REGISTRATION DOCUMENT 2015 / SPIE SA . financial position and results of the Group” of the IPO Registration Document.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 809/2004. FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors’ report on the consolidated financial statements Pursuant to Article 28-1 of Regulation (EC) No. set out in Chapter 20 “Financial information on the issuer’s holdings. 154 .

.... 158 NOTE 14..............186 NOTE 17...................................................... FINANCIAL ASSETS AND LIABILITIES ................................................. 160 NOTE 15.......................................................................... FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 20..... EQUITY ....................221 NOTE 25.................. EARNINGS PER SHARE.....................CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS............... 2015 CONTENTS 1.................219 NOTE 24.....187 2..............223 155 ........ CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME ............. 157 NOTE 13................................ PROVISIONS .................194 6....................218 NOTE 23....... NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES ........162 NOTE 2......... CONSOLIDATED CASH FLOW STATEMENT............................................................ SCOPE OF CONSOLIDATION ... DIVIDENDS ...............................................1...........................................173 NOTE 6............................. PLANT AND EQUIPMENT ...........................222 NOTE 26................................................................................ SEGMENT INFORMATION ......... ADJUSTMENTS ON PREVIOUS PERIODS .......... NOTES TO THE CASH FLOW STATEMENT ..163 NOTE 4.... FINANCIAL RISK MANAGEMENT .. 156 NOTE 12.......................180 NOTE 9......206 NOTE 21...................................214 NOTE 22................................174 NOTE 7...........................189 4...................... SUBSEQUENT EVENTS ..... CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET COMMITMENTS ....................... SIGNIFICANT EVENTS .1....................................... 161 NOTE 16...... SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ........177 NOTE 8................................................1........................ STATUTORY AUDITORS’ FEES..... Consolidated financial statements for the year ended December 31................... INTANGIBLE ASSETS .... WORKING CAPITAL REQUIREMENT ..................... ACQUISITIONS AND DISPOSALS .............. GENERAL INFORMATION .... RELATED PARTY TRANSACTIONS ...198 NOTE 19..................... CONSOLIDATED INCOME STATEMENT ............................ INCOME TAX .......222 NOTE 27............ CONSOLIDATED STATEMENT OF FINANCIAL POSITION.196 NOTE 18..182 NOTE 11.... GOODWILL ... GROUP CONSOLIDATED FINANCIAL STATEMENTS 20......................... OTHER OPERATING INCOME AND EXPENSES................................................. PROPERTY........204 NOTE 20....... BASIS OF PREPARATION ................... NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 162 NOTE 1. DISCONTINUED OPERATIONS ............................188 3......... CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ..........172 NOTE 5.191 5.162 NOTE 3...182 NOTE 10..............

148.738) 38.874 251.668 (13.563 31.559 10 (57.973) (165.36 (0.612) 0.853 5.19) Dividend per share (proposal for 2015) 0.03) (0.05) Diluted earnings per share – Total operations 0.433) 42.691 (13.281 (18.297 Other income Operating expenses Recurring operating income Other operating income (expense) 8 Operating income Net income (loss) from companies accounted for under the equity method Operating income including companies accounted for under the equity method Costs of net financial debt 9 (74.148 31.412) Other financial income and expenses 9 (92.691 (13.292) (39. 156 .918) (60.966 287.239 (5.304 (18.047 (47.977) (251) 38. See Note 4.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.860 379 437 267.495 250.983 25.387) (4.623) Net income from continuing operations attributable to: • Owners of the parent • Non-controlling interests (6.304 (18.874) Pre-tax income Income tax expenses Net income from continuing operations Net income from discontinued operations NET INCOME 11 (4.874) • Owners of the parent 45.471) (36.341) 314. Consolidated income statement In thousands of euros Revenue Notes 2015 2014 Restated* 7 5.39 (0. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 1.368.326) 99.361) • Non-controlling interests (6.450) (5.REGISTRATION DOCUMENT 2015 / SPIE SA .50 - * Comparative data for 2014 have been restated.112.187) 267.612) 49.977) (251) 42.14) Net income attributable to: Diluted earnings per share – Continuing operations Diluted earnings per share – Discontinuing operations (0.431.

837 (2.197) (773) Items that may be reclassified to income 10.684) 167 Attributable to: * Comparative data for 2014 have been restated.661) • Owners of the parent 52.612) Actuarial losses on post-employment benefits (2.466 TOTAL COMPREHENSIVE INCOME 45.447) (52. Consolidated statement of comprehensive income 2015 2014 Restated* Net income recognized in income statement 38.304 (18. See Note 4. 157 .196 - - Tax effect (5.681 (53.828) • Non-controlling interests (6.043 14.997 (53. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 2.487) (37.857 2.515) 520 1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.352) In thousands of euros Tax effect Items that will not be reclassified to income Currency translation adjustments Fair value adjustments on future cash flows Other (40) 14.180 2.

540 7.074 Current assets Inventories 19 24.277 24.013 260.463.540 8.311 Investments in companies accounted for under the equity method 20 2.056 304.758 5.965 19 227. 2014 Restated* Intangible assets 15 791.536 7.992 813.429.824 Trade receivables 19 1.904 13.700 TOTAL ASSETS 5. 158 .903 2.353.925 53.REGISTRATION DOCUMENT 2015 / SPIE SA 11 .706 14.885 1.153 Property.713 8.935 29.421. See Note 4.768.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.777 249.719.284 8.837 2.148.229 Cash and cash equivalents 20 Current tax receivables Other current assets Other current financial assets 358. Consolidated statement of financial position Notes Dec.968 Cash management financial assets 20 245.094 108.352.646 2.131 Goodwill 14 2. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 3. 31.339.110 2.555.774 Total current assets from continuing operations Assets classified as held for sale * Comparative data for 2014 have been restated.365 3.123. 31.937 2.858 Non-consolidated shares and long-term loans 20 44. 2015 Dec.367.972 In thousands of euros Non-current assets Other non-current financial assets Deferred tax assets 10 Total non-current assets 244.994 Total current assets 2.613 229.111 3. plant and equipment 16 110.

2014 Restated* 17 72.695 1.067 Other current operating liabilities 19 1.236 Current provisions 18 98.269.363 2.931 1.277) 7. 31.818 Accrued pension and other employee benefits 18 272.211 1.813) 45.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.170.318.316.223.719.835 363.110 4. See Note 4. 31.179.182.774 * 11 Comparative data for 2014 have been restated.171 Other non-current liabilities Deferred tax liabilities Total non-current liabilities Current liabilities Trade payables 19 901.535 925.634 In thousands of euros Equity Share capital Share premium Consolidated reserves Net income attributable to the owners of the parent Equity attributable to owners of the parent Non-controlling interests Total equity 1.604 Income tax payable 19 28.708 29.803 Non-current provisions 18 73.281 (18.360) 1.121.734 1. 2015 Dec.172 Non-current liabilities Interest-bearing loans and borrowings 20 1.081 Total current liabilities 2. 159 .919 (21.196 10 310.768.392 TOTAL EQUITY AND LIABILITIES 5.758 5.416 39.378 8.900 9.042 1.353 259.112 356.340 32.785.607 1.788 117.870.496 356.604.535.311 Total current liabilities from continuing operations Liabilities associated with assets classified as held for sale 12.526.228 3. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements Notes Dec.041 Interest-bearing loans and borrowings (current portion) 20 395.169 (1.054 77.375 305.617.328 3.

116 - Proceeds from loans and borrowings 2.224) Financing activities Issue of share capital 733.388 - (2) Income tax expense 53. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 4.469 4.754 1.019) Internally generated funds from (used in) operations 260. Notes to the cash flow statement The cash flow statement presented above includes discontinued operations or operations held for sale whose impact is described in Note 22.351 (409) Proceeds from disposals of property. (a) See Note 9.598 385.623 5. plant and equipment and intangible assets 2.238) (34. See Note 4.237) (106.711 24.490 39.572 56.781) (99.784) (27.REGISTRATION DOCUMENT 2015 / SPIE SA .824 9.017 Other non-cash items (a) (31.598 Net cash flow from (used in) financing activities Net change in cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF THE PERIOD * 22 Comparative data for 2014 have been restated. and provisions Proceeds on disposals of assets Dividend income (379) (437) 48.182) Impact of changes in exchange rates 4.992 290.486) (101.830.388) (74. amortization.793 Changes in operating working capital requirements Dividends received from companies accounted for under the equity method 400 350 272.432 Elimination of non-recurring costs related to refinancing 72.799 493.158) (40.970) Net investment in financial assets (138) (698) Changes in loans and advances granted 2.244 Elimination of costs of net financial debt 74.336 38.348 (33.202 161 887 Net cash flow from (used in) operating activities Investing activities Effect of changes in the scope of consolidation 22.275) 52.134 Impact of changes in accounting policies (144) 185 58.612) Operating activities Net income Loss from companies accounted for under the equity method Depreciation.262 551. 160 .748 38.043.234) (22.521) (25.567) (95.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.2 Acquisition of property.967 165.304 (18.869 293.354) Net interest paid Dividends paid to owners of the parent Dividends paid to non-controlling interests Other cash flows from (used in) financing activities - - (1.152) (457) - - (156.201 108.115 Repayment of loans and borrowings (2. plant and equipment and intangible assets Proceeds from disposals of financial assets Dividends received Net cash flow from (used in) investing activities (0) 2 (62.315 84. Consolidated cash flow statement In thousands of euros Notes CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD 2015 2014 Restated* 493.480 Income tax paid (41.

923 Other comprehensive income (OCI) Total comprehensive income Total equity - Share issue • Issuing of primary shares 42. except for the number of shares At December 31.281 (6.112 (1.661) (1.416.156 72.018 (9.070 Share Additional Retained Foreign Cash flow capital paid-in earnings currency hedge capital translation reserves reserves Other Equity Nonand OCI attributable controlling to owners interests of the parent 39.146 176.802 • Split of the nominal value of the ordinary shares 38.422 (37.660 (2.853.050) (18.277) 1.513) (35.542 - (18.316.693 45.672.400 293 7.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.637) 356.095 - 176.152 684.977) 38.997 - - (278) (278) - - - - Distribution of dividends (9.681 (6.189) (1.634 356. (2) Legal reorganization as part of the IPO (Initial Public Offering) process. See Note 17.861 57.916 51. 2013 39.302 (72.660 (2.634.416 1.360) 625 1.879 530 Other movements AT DECEMBER 31.708 Net income - - - - - - - - - - (1.273) • Employees Shareholders plan 4.708 Net income 41.281 228 9.424.189) Other comprehensive income (OCI) Total comprehensive income - - Distribution of dividends - Share issue - Change in the scope of consolidation and other (1.095 942 (942) - - • Increase of nominal value Change in the scope of consolidation and other • Legal reorganisation(2) - - - - 18.124) (1.634 (15.482) - - - (52.684) 45.156 1.611) 356. See Note 4.593) 58.242 19.360) (251) (18.825 • Capitalization of the shareholder loan 10.211 - 45.543) - - 1.065 419.835 (1) Comparative data for the first half of 2014 have been restated.070 39.387 4.025 4. 2014 Restated(1) (11.076. Notes to the consolidated statement of changes in equity See Note 17.170.356) (1.477 8.487) 7.304 285 45.124) 411.766 (339) (18.169 7.673 665.466) 416 (35.318.825 - 684.634.167) 39.076.949 171.100 5.273) - (9.483) 1 (1.826) 165 (53. Consolidated statement of changes in equity Number of outstanding shares In thousands of euros. 161 . 2015 (187) 154.281 228 9.042 363.487) 52.483) Other movements At December 31.422 (37.513) (53.802 - 57.496 (85) (55.745) - 21. FINANCIAL POSITION AND RESULTS OF THE GROUP Group consolidated financial statements 5.360) 625 1.201 - • Other scope impacts (204) 17 129.

• standards that the Group has early-adopted. energy and communication systems. The SPIE Group consolidated financial statements were authorized for issue by the Board of Directors on March 10. General information The SPIE Group. 2015. 2015 • IFRIC 21 “Levies”. the application of which is mandatory at December 31. operating under the brand name SPIE. the consolidated financial statements of SPIE Group have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union at December 31. Statement of compliance 2. As at December 31. listed on the Euronext Paris regulated market since June 10.4% of the capital and voting rights. a partnership limited by shares (société en commandite par actions) incorporated under Luxembourg law. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1.2. 2015 Standards. Accounting policies In accordance with European regulation 1606/2002 dated July  19. These policies have been consistently applied to all the years presented. 2015.470 SPIE SA shares. The accounting principles used to prepare the consolidated financial statements result from the application of: • all the standards and interpretations published by the IASB and adopted by the European Union.2. SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France). is the independent European leader in electrical and mechanical engineering and HVAC services. it owned 63. 162 . The accounting policies applied in the preparation of the Group’s consolidated financial statements are set out in Note 3. International Financial Reporting Standards include International Accounting Standards (IAS) and interpretations issued by the Standards Interpretations Committee (SIC) and the International Financial Reporting Standards Interpretations Committee (IFRS-IC). 2015. 2002 on international accounting standards. • accounting positions adopted in the absence of specific guidance in IFRS. 2016. interpretations and amendments already published by the International Accounting Standards Board (IASB) which are not yet endorsed by the European Union are as follows: • IFRS 9 “Financial instruments”. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 6.REGISTRATION DOCUMENT 2015 / SPIE SA New standards and interpretations applicable from January 1. . representing 41.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. ACCOUNTING POLICIES AND MEASUREMENT METHODS Note 2. Basis of preparation 2. The impacts caused by the retrospective application of this standard are described in Note 4.1. 2015.774. Published new standards and interpretations for which application is not mandatory as of January 1. • IFRS 15 “Revenue from contracts with customers”. Its main shareholder is Clayax Acquisition Luxembourg 5 SCA.

These estimates and assumptions may be amended in subsequent periods and require adjustments that may affect future revenue and provisions. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements • Amendments to IAS 16 and IAS 38 “Clarification of acceptable methods of depreciation and amortization”. • Amendment to IAS 1 “Presentation of financial statement – Disclosure initiative”. sets out the accounting treatment to be applied when two or more parties have joint control of an investee.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. as from the date of acquisition in the first case or until the date of disposal in the second. fall into the category of joint operations. Consolidation The Group’s consolidated financial statements include all subsidiaries and associates of SPIE SA. • joint ventures: parties that have joint control of the arrangement have rights to its net assets. “Joint Arrangements”. IFRS  11. and are consolidated using the equity method. or Consolidation methods According to IFRS 10. The Group is currently assessing the impact and practical implications resulting from the application of the standards and interpretations published by the IASB. The scope of consolidation comprises 162 companies. • exposure to variable returns from its involvement with the investee. entities over which SPIE exercises significant influence are consolidated using the equity method. The results of enterprises acquired or sold during the year are included in the consolidated financial statements. Joint control is established if decisions relating to relevant activities require the shareholders’ unanimous agreement. Control is established if the Group has all the following conditions: • substantive rights enabling it to direct the activities that significantly affect the investee’s returns. Summary of significant accounting policies 3. given their characteristics. As required by IAS 28 (revised). but whose application is not yet compulsory. • joint operations: parties that have joint control of the arrangement have direct rights to the assets and direct obligations for the liabilities of the arrangement. Most of the joint arrangements relating to public works are through joint-venture companies (société en participation – SEP) that. • Amendments to IFRS 10 and IAS 28 “Sale or contribution of assets between an investor and its Associate or Joint Venture”. “Consolidated Financial Statements”. the joint operator recognizing its share of the assets. Management continually reviews its estimates and assumptions on the basis of its past experience and various factors deemed reasonable. Critical judgment and estimates The preparation of the consolidated financial statements in accordance with IFRS is based on management’s estimates and assumptions used to estimate the value of assets and liabilities at the date of the statement of financial position as well as income and expenses for the period. which form a basis for its evaluation of the carrying value of assets and liabilities. provisions for contingencies and expenses and the recognition of deferred tax assets. A joint arrangement falls into one of two categories. the recognition of revenue and profit margin on long-term service agreements.1. Note 3. liabilities. Actual results could be different from those estimates. revenue and expenses of the joint operation. entities controlled directly or indirectly by the Group are consolidated under the full consolidation method.3. 163 . 2. For each company held directly or indirectly. the percentages of interest are presented in the table in Note 27 of the present document. employee benefits. generally dependent on the legal form of investee: The main amendments to the scope of consolidation that took place during the year are presented in Note 6. The main sources of uncertainty relating to critical judgment and estimates concern the impairment of goodwill. and • the ability to use its power over the investee to affect the amount of the variable returns. it was assessed whether or not the Group controls the investee in light of all relevant facts and circumstances.

REGISTRATION DOCUMENT 2015 / SPIE SA The fair value of assets and liabilities acquired may be adjusted within a maximum twelve-month period following the date of acquisition (the “allocation period”). . The subsidiaries’ financial statements are translated at closing rates for statement of financial position items and at average rates for income statement items. 0. key success factors and performance evaluation criteria. The consideration transferred includes contingent consideration. After the end of the one-year allocation period.7319 0.0983 1. customer typology. • Germany and Central Europe.0736 1. for the acquisition of a subsidiary is the sum of fair values of the 164 . any further change in this fair value is recognized in income.3. These expenses are recognized as “Other operating income and expenses” of the income statement. This may result in adjustments to the goodwill determined on a provisional basis. also called “consideration transferred”. with a counterpart through equity. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Translation of the financial statements of foreign entities The Group’s consolidated accounts are presented in euros.9570 655.1222 1. The segments are characterized by a standardized economic model. as defined in IFRS 3R. 3. The acquisition price. measured and recognized at fair value.9570 655. The Group’s Chairman and Chief Executive Officer regularly examine segments’ operating income to assess their performance and to make resources allocation decisions. In most cases. Segment reporting Operating segments are reported consistently with the internal reporting provided to the Group’s Management.9570 assets transferred and the liabilities incurred by the acquirer at the acquisition date and the equity interests issued by the acquirer. Business combinations and goodwill The Group applies the “acquisition method” to account for business combinations. Goodwill Goodwill represents the difference between: The Operating Segments are the following: (i) the acquisition price of the shares of the acquired company plus any contingent price adjustments. in order to reflect facts and circumstances existing at the acquisition date. This option is applied on a case-by-case basis for each acquisition. at the acquisition date. especially in terms of products and offered services.2. • North Western Europe. In addition: • Non-controlling interests in the acquired company may be valued at either the share in the acquired company’s net identifiable assets or at fair value.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. at each closing date. The Group’s activity is divided into four Operating Segments for analysis and decision-making purposes. • France. • Acquisition-related costs are recognized as expenses of the period. • Oil & Gas and Nuclear. Exchange gains or losses resulting from the translation are recognized in equity as currency translation adjustments.7260 0. He has therefore been identified as the chief operating decision maker of the Group. operational organization.9570 655. the functional currency of foreign subsidiaries corresponds to the local currency.2010 1.0771 1.8111 655. The currency translation rates used by the Group for its main currencies are as follows: 2014 2015 Closing Rate Euros – EUR Average Rate Closing Rate Average Rate 1 1 1 1 US Dollar – USD 1.2147 Great-Britain Pound – GBP CFA Franc – CFA 3.7925 0.2450 1. Quantitative information is presented in Note 7. and (ii) the Group’s share in the fair value of their identifiable net assets on the date of the control being taken. Price adjustments are measured at fair value at acquisition date.3342 Swiss Franc – CHF 1.

the Group presents separately “recurring operating income” within operating income which excludes items that have little predictive value because of their nature. The measurement of the percentage-ofcompletion method relies on the contracts follow-up and the consideration of hazards assessed based on acquired experience. where applicable. Revenue recognition The Group recognizes services contract income and expenses using the percentage of completion method at the end of each monthly reporting period. the outstanding representations and warranties that can be valued individually result in the recognition of an indemnification asset in the accounts of the acquirer. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Post-acquisition Further acquisitions or transfers of non-controlling interests. without any change in control. For share transfers with a further loss of control. in order to value the best estimate of future benefits and obligations expected for these contracts. their frequency and / or their relative importance. Impairment test of goodwill Goodwill is not amortized. According to this approach. The stage of completion is measured with reference to the progress in terms of costs incurred. the difference between the price paid to increase the percentage of interest in entities already controlled and the additional proportionate equity interest thus acquired is accounted for in the Group’s equity. In the event that the expected outcome at completion of the project is a loss. the Group usually obtains representations and warranties from the sellers. Goodwill is tested for impairment at least once a year and whenever there is an indication of impairment. non-controlling interest previously held in the acquiree is remeasured at fair value at its acquisition-date. • Expenses resulting from restructuring plans or operations disposal plans approved by the Group management. This provision is based on the best estimate of the outcome at completion of the project. In the case of maintenance contracts. 165 . a provision for loss on completion is recorded irrespective of the stage of completion of the project. recorded in “other operating income” and “other operating expenses” especially include: • Gains and losses on disposals of assets or operations. measured in a reasonable manner. are considered as transactions with the Group’s shareholders. • Expenses relating to non-recurring impairment of assets. Regarding business combinations. The remaining equity interest retained. the change in fair value. is recognized in gains or losses on disposal of consolidated investments. Provisions for losses on completion are presented as a liability in the statement of financial position. Treatment of outstanding representations and warranties In the context of its business combinations. Representations and warranties that are not separately identifiable (general guarantees) are recognized when they become exercisable. The outstanding representations and warranties are recorded in “Other non-current assets”. Other operating income and expenses To ensure better understanding of business performance. goodwill is allocated to Cash Generating Units (CGU) or groups of CGUs corresponding to homogeneous groups which together generate identifiable cash flows (see Note 3. Subsequent changes to these representations and warranties are recorded symmetrically with the liability recorded for the indemnified items. is then accounted for at fair value at the date of the loss of control.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.10). 3. Similarly. For business combination achieved in stages. Revenue relating to Public-Private Partnership (PPP) contracts Annual revenue under PPP contracts is determined based on the fair value of the services rendered in the financial year measured by applying the estimated margin rates of construction (initial and renewal). These items.5. calculated based on the entire interest at the transaction date. Any resulting profit and loss is recognized in income. No profit margin is recorded if the level of completion is insufficient to provide a reliable outcome at the end of the contract. a reduction in the Group’s percentage of interest in an entity that remains controlled by the Group is accounted for as an equity transaction with no impact in income.4. For this test. 3. through the income statement. servicing and maintenance respectively to building costs (initial and renewal) and servicing and maintenance costs. the progress is measured in terms of invoicing performed.

The corresponding debt is recognized in liabilities. and eventually deferred taxes are recognized. By exception. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements • Expenses of acquiring and integrating companies acquired by the Group. 166 . • the probability that the Group will enjoy future economic benefits attributable to development expenditure. Brands acquired are amortized over the estimated duration of use of the brand. The amortization period of the backlog is defined on a case-bycase basis for each acquisition. SPIE brand has an indefinite useful life and therefore is not amortized. The financial expenses are recognized directly in the income statement. Finance leases Leases contracts under which the Group assumes substantially all the risks and rewards inherent to the ownership are qualified as “finance leases”. Capitalized expenditure is amortized over the estimated useful life of the relevant processes. once they have been put into use. When initially classified as held for sale.7. Operating leases Development costs are recognized as intangible assets when the following criteria are fulfilled: Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group are qualified as “operating lease”. • Any other separately identifiable income/expense. Capitalized expenditure includes personnel costs and the cost of materials and services used that are directly allocated to the given projects. The value of intangible assets is subject to regular monitoring in order to ensure that no impairment should be accounted for. the debt is amortized over the finance lease period.6. 3. net of accumulated amortization and impairment losses. Payments received under the lease contract are broken down between the financial expense and the amortization of debt so as to obtain a constant periodic interest rate over the remaining balance of the liability. Lease contracts Research costs are recognized in the income statement as expenses of the period. The asset is amortized over its useful life for the Group. Intangible assets (mainly brands. after a detailed review. if any. These leases give rise to payments recorded as charges in the income statement during all lease duration. Intangible assets 3. Details of discontinued operations or operations held for sale are set out in Note 11. customer relationships and order books) acquired separately or in the context of business combinations are initially measured at their fair value in the statement of financial position. non-current assets and disposal groups are recorded at the lower of their carrying amount and fair value less costs to sell. Other intangible assets Other intangible assets are recognized at cost. They are capitalized at the lower of the fair value of the asset leased and the discounted value of the minimum rentals due at the beginning of the leasing contract.REGISTRATION DOCUMENT 2015 / SPIE SA • the Group’s intention and financial and technical capacity to complete the development project. They are shown in a separate line in the consolidated financial statements at the reporting date. Assets held for sale and discontinued operations Whenever discontinued operations (disposed or sold) or operations classified as held for sale are: • either a separate major line of business or geographical area of operations that is material for the Group or that forms part of a single coordinated plan to dispose of a separate major line of business or geographical area of operations. Internally generated intangible assets 3. • or a subsidiary acquired exclusively with a view to resale. • the reliable measure of the cost of this asset. . They relate mainly to software and are amortized over a period of three years on a straight-line basis. which is of an unusual and material nature. Brands and customer related assets The value of customer relationships is measured taking into account a renewal rate of contracts and amortized over the renewal period.8. depending on the Group’s brand integration strategy.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.

The construction of these forecasts is an exercise involving the various players within the CGUs and the projections are validated by the Group’s Chief Executive Officer. Therefore. which is allocated in priority to goodwill. • Office equipment – IT 3 to 10 years. 3. the unrealized capital loss is reclassified from equity to net income or loss for the year. the increase in value is again recorded in equity. plant and equipment are recognized at cost. These loans and receivables are initially recorded at their fair value plus directly attributable transaction costs. this impairment test must be conducted as soon as there is any indication of impairment and at least annually. the actual future cash flows may differ from the estimates used in the calculation of value in use. However. plant and equipment and intangible assets The recoverable value of property. if there is a significant or sustained decrease in the fair value of assets available for sale. Impairment of goodwill. The main average useful lives applied are as follows: Quantitative information is provided in Note 14. Contrary to potential impairment losses on depreciable property. The breakdown of financial assets into current and noncurrent assets is determined at the closing date based on their maturity date being under or over one year. plant and equipment using either the straightline method or any other method that best represents the economic use of the components over their estimated useful life. especially in the determination of market trends. • Transport vehicles 4 to 10 years. The value on the face of the statement of financial position includes the outstanding capital and the unamortized share of transaction costs directly attributable to the acquisition. Land is not depreciated. • Fixed machinery and equipment 8 to 15 years. property. “1% building” loans and other loans and receivables. The recoverable value of these units is the higher of the value in use. 3. The depreciation periods are reviewed annually and may be modified if the expectations are different from the previous estimations. All regular way purchases/sales of financial assets are recorded at the transaction date. 3. and the fair value less costs to sell. With regard to goodwill and intangible assets with an indefinite useful life (a category which in the case of the Group is limited to the SPIE brand). Goodwill does not generate any cash inflows on its own and is therefore allocated to the corresponding Cash Generating Units (CGU) (see Note 14). On subsequent closing dates. Assets available for sale These assets represent the Group’s interests in the capital of non-consolidated entities.9. • Buildings 20 to 30 years. An impairment test is carried out whenever there is an indication of impairment. Financial assets The Group classifies its financial assets within the following categories: assets available for sale. the fair value of a security available for sale increases. the accumulated gains and losses previously recorded in equity are reclassified to income for the period. If this value is lower than the net carrying amount of these units. Property. if. they are accounted for at the amortized cost calculated using the effective rate of return. • Site machinery and equipment 4 to 15 years. An impairment 167 . FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Depreciation is calculated for each significant part of an item of property. this is examined at each closing date. an impairment loss is recorded for the difference. during a subsequent period. Loans and receivables These include receivables related to investments. As far as equity instruments are concerned. The estimated residual values at the end of the depreciation period are zero. plant and equipment Property. those allocated to goodwill are definitive and cannot be reversed in subsequent financial years. They are recorded in the statement of financial position at their fair value. This process requires the use of critical judgment and estimates. “Impairment test for goodwill”) are derived from annual budget and multiannual forecasts prepared by the Group.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. When these financial assets are derecognized.2. plant and equipment and intangible assets is tested whenever there is an indication of impairment. assets measured at their fair value through equity and income. plant and equipment and amortizable intangible assets. if any.11. net of accumulated depreciation and impairment losses.10. loans and receivables. material costs and pricing policies. determined on the basis of discounted future net cash flow projections. The Cash Generating Units’ (CGU) future cash flows used in the calculation of value in use (note 14. Changes in value are recognized in equity.

the securitized receivables have been kept as assets in the statement of financial position. Impairment losses are recognized in the income statement.45% of the total payroll. Receivables relating to Public-Private Partnership (PPP) contracts The Group. 2020. Receivables are measured. as a private operator. • second.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. Receivables securitization program In the course of its operations. when they meet the three following conditions: • first. the subordinate deposit amount and the additional senior deposit amount applied by the “SPIE Titrisation” Mutual Fund. using the amortized cost method at an effective interest rate corresponding to the project’s internal rate of return. some entities of the Group have developed a securitization program for its trade receivables which will end in June 11. 168 . The assigned receivables are no longer recognized as assets in the consolidated financial statements. Assets at fair value through income statement This valuation method is applied to financial assets held by the Group for the purpose of generating a short-term disposal gain. The recoverable value of loans and receivables is equal to the value of estimated future cash flows. discounted at the financial assets’ original effective interest rate (in other words. These assets are measured at their fair value and any changes in fair value are recognized in the income statement.REGISTRATION DOCUMENT 2015 / SPIE SA Subsequently. “1% Building Loans” In France. these loans are discounted at their initial recognition date and the difference between the nominal value of the loan and its discounted value is recorded as an expense which is granted representing an economic benefit granted to employees. Receivables with a short maturity date are not discounted. The “PPP” Contracts are accounted for in accordance with IFRIC 12 “Concessions”. In the consolidated accounts. the contract provides for the construction of the infrastructure to be made by the private operator. participating companies can transfer full ownership of their trade receivables to the “SPIE Titrisation” Mutual Fund in order to obtain funding amounting up to a maximum of €300 million. The securitization utilization amounts to €300 million. at the effective interest rate calculated at the date of initial recognition). the loans are accounted for using the amortized cost method which consists in reconstituting the redemption value of the loan. This investment can be realized either directly or by a contribution to the “Comité Interprofessionnel du Logement” (Inter-Professional Housing Committee) or to a Chamber of Commerce and Industry. by recognizing interest income over the period. Previously recognized impairment losses may be reversed in the income statement in the event of an improvement in the recoverable value of loans and receivables. has signed Public-Private Partnership contracts. . with the possibility to increase the amount to €450 million. the public authority determines the nature of the services that the private operator is required to provide. The contribution can be booked as granted loan in the assets of the statement of financial position. the financial asset is amortized and interest income is recognized using the effective interest rate. the contract stipulates that at the end of the contract. Under this securitization program. In accordance with IAS 39. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements loss is recorded if the carrying amount of an asset is greater than its recoverable value. “1% building loans” do not bear interest and are granted for a period of 20 years. at the end of the 20 year period. by way of security.298 thousands as of December 31. for each signed contract. The financed amount of the transaction is defined as equal to the amount of transferred receivables eligible for the securitization program less. These financial instruments are classified as current assets under cash equivalents and notably include marketable securities. In exchange for the construction services provided. the infrastructure retains a significant residual value which is returned back to the public authority. In subsequent periods. by means of the infrastructure as well as who is likely to benefit from these services. • finally. employers standing in an industrial or commercial activity and hiring at least 20 employees must invest in housing construction for their employees at least 0. “1% building loans” are loans granted to employee at low interest rate. SPIE GmbH – entity created during the business combination carried out in Germany in September 2013 – signed in December 2013 a non-recourse securitization program of discount on notes receivable for an unlimited duration. the security deposits paid into the funds have been cancelled and in return the value of financing obtained has been recorded in borrowings. 2015. the Group is granted rights to receive a financial asset and therefore a receivable is recognized. or as a grant recognized as an expense in the income statement. The financed amount is of €46. This type of contract is one of a number of public-private contract schemes being used in France. Moreover.

The inventories are impaired. They are measured initially at their fair value on the transaction date and re-measured accordingly at each reporting date. in order to reflect their probable net realizable value. financial liabilities maturing less than one year are recognized in current liabilities. Changes in the fair value of the hedging instrument are Inventories. Deferred tax assets are recognized only when it is probable that they will be recovered. which was recorded in equity (for the effective portion). Income taxes The Group calculates income taxes in accordance with prevailing tax legislation in the countries where income is taxable. their nominal value may be considered to be close to their amortized cost. is immediately recognized in the income statement. In the case of cash flow hedging. deferred tax assets are recognized on tax loss carry-forwards of the Group.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. the hedging instrument is recorded in the statement of financial position at its fair value. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 3.13. cash and cash equivalents includes liquid assets in current bank accounts. The amortized cost is calculated taking into account all the issuing costs and any discount or redemption premiums directly linked to the financial liability. If the Group no longer expects the hedged transaction to occur. The difference between the amortized cost and the redemption value is reversed through the income statement using the effective interest rate method over the term of the loans.16. 169 . The breakdown of financial liabilities into current and noncurrent liabilities is determined at the closing date by their maturity date.12. Derivative instruments are recorded in the statement of financial position as current or non-current financial assets and liabilities depending on their maturity dates and accounting designation. are measured at the lower of the cost or net realizable value according to the “first in – first out” method. medium and long-term loans are measured at their fair value less directly attributable transaction costs. the hedging instrument is recorded in the statement of financial position at its fair value.14. Cash and cash equivalents In the consolidated statement of financial position. Thus. All components are measured at their fair value. cash and cash equivalents of the operations held for sale are added to and bank overdrafts are deducted from cash and cash equivalents presented in the statement of financial position. When accounts payable have maturity dates of less than one year.15. In the consolidated cash flow statement. Deferred taxes are not discounted. the accumulated unrealized gain or loss. 3. 3. Deferred taxes Deferred taxes are recorded on temporary differences between the carrying amount of assets and liabilities and their tax bases as well as on tax losses according to the liability method. They are subsequently accounted for at amortized cost using the effective interest rate method. to the extent that it is probable that they can be utilized against future tax profits in the foreseeable future. At the date of their initial recognition. 3. Financial liabilities recorded in the income statement alongside the changes in the fair value of the hedged item attributable to the identified risk. The effective portion of the unrealized gain or loss on the derivative financial instrument is immediately recognized in equity and the ineffective portion of the gain or loss is immediately recognized in the income statement. In the case of fair value hedging. medium and long-term loans and derivative financial instruments. Derivative financial instruments The Group uses derivative financial instruments (interest rate swaps and foreign exchange forward contracts) to hedge its exposure to interest rate and foreign exchange risks. Current taxes The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the reporting date in the countries where the Group’s subsidiaries and associates operate and generate taxable income. where applicable. The amounts recorded in equity are reversed in the income statement in accordance with the accounting policy applied to hedged items. which are essentially made up on-site supplies. In particular. shares in money market funds and negotiable debt securities which can be mobilized or transferred in the very short term with a known cash value and do not have a significant risk in terms of changes in value. 3. Inventories Financial liabilities consist of accounts payable.

Future sources of taxable income and the effects of the Group’s global income tax strategies are taken into account in making this determination. a contribution from each employee defined as a percentage of his or her compensation. Provisions The Group identifies and analyses on a regular basis legal claims. current and future operating performance deriving from the existing contracts in the order book. The valuation of these benefits is carried out annually by independent actuaries. internal and external lawyers and independent experts whenever necessary.REGISTRATION DOCUMENT 2015 / SPIE SA contracts. They are expensed as incurred and the Group has no legal or constructive obligation to pay additional contributions in the event of insufficient assets. an obligation is recorded once the restructuring process has been announced and a detailed plan prepared or once the entity has started to implement the plan.18. Within the Group. in the notes to the financial statements. Contributions are paid in exchange for the services rendered by employees during the financial year. at the closing date.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.2. This assessment is conducted through a detailed review of deferred tax assets by jurisdiction and takes into account past. carry forwards and expiration dates of net operating loss carry forwards. when appropriate. . Undistributed earnings The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group and the Group does not foresee the distribution of earnings in the near future. The Group’s plans are defined contribution plans and defined benefit plans which generally require. they are not recorded in the accounts but are disclosed. Post-employment benefits Post-employment benefits mainly correspond to retirement indemnities applicable in France and to internally held pension plans in force in other European countries. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Management’s judgment is required to determine the extent to which deferred tax assets can be recognized. the Group has an obligation towards a third party arising from a past event. onerous contracts and other commitments. prior to the reporting date. An estimation of the amount shown under provisions corresponds to the outflow of resources that the Group will probably have to bear in order to settle its obligation. the distribution of earnings is tax exempt for the subsidiaries in which the Company owns 95% or more of the outstanding shares (i. Quantitative information is set out in Note 18. faults and warranties. Provisions are discounted when the effect is material. These plans constitute a future obligation for the Group for which a commitment is calculated. Employee benefits Employee benefits deal with retirement indemnities (including defined contribution plans and defined benefit plans). the majority of those). With regard to the Group’s French subsidiaries. Defined benefit plans refer to post-employment benefit plans other than defined contribution plans. Provisions are recognized on the basis of the best estimate of the expenditure required to settle the obligation at the reporting date. In the case of restructuring. A provision is calculated by estimating the value of benefits accumulated by employees in exchange for services rendered during the financial year and in previous financial years. Defined contribution plans refer to post-employment benefits under which the Group pays defined contributions to various employee funds. mainly length-ofservice awards. the budget and multiannual forecasts. in addition to the part financed by the Company. 3. Provisions Depending on the nature of the risk. A provision is recorded when. Contingent liabilities Contingent liabilities are potential obligations stemming from past events which existence will only be confirmed by the occurrence of uncertain future events which are not within the control of the entity. pension liabilities and other long-term benefits. or current obligations for which an outflow of resources is unlikely. The actuarial method used is the Projected Unit Credit Method.e. post-employment benefits and other long-term benefits correspond to defined benefit plans. estimates of the probable expenditure are made with operational staff in charge of the 170 . The expected reversal of tax losses is based on the forecast of future results previsions validated by local management and reviewed by the Group’s Accounting and Tax Department.17. These estimates take into account information available and different possible outcomes. 3. no deferred tax liability is recognized for undistributed earnings from French and foreign subsidiaries. Therefore. and the length of carry back. Apart from those resulting from a business combination. over a five year horizon. the settlement of which is likely to require an outflow of resources embodying economic benefits.

Statistical information is mainly related to demographic assumptions such as fatality. • the remeasurements of the net defined benefit liability or asset. Sub-group optional profit sharing agreements were signed in 2013 within French entities and define the calculation formula and terms for the profit sharing among beneficiaries. Actuarial gains and losses arising from the valuation of lengthof-service awards are recognized immediately in the income statement of the financial year of their occurrence. • In the United Kingdom. reductions or liquidations. have entered into a Group legal profit sharing agreement dated June 6. Other long-term benefits Other long-term benefits essentially include length-of-service bonuses in the form of “length-of-service awards”. payable the year after. including: • the recognition in the consolidated statement of financial position of all post-employment benefits granted to employees of the Group. of the French Employment Code (Code du travail). • the net interest on the net defined benefit liability or asset has to be determined using the same discount rate as of the defined benefit obligation. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Assumptions mainly include the discount rate. settled in the entities of the SPIE GmbH sub-group. employee benefits correspond to internally held pension plans. • In Germany. The net financial cost of retirement indemnities. Since January 1. at the beginning of the period. acquired in 2014. employee benefits correspond to internally held pension plans. comprising: actuarial gains and losses. settled in the Swiss companies Connectis and Softix. SPIE Operations and all subsidiaries whose registered office is in France.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. These plans are characterized as follows: The value recorded in the statement of financial position for employee benefits and other long-term benefits corresponds to the difference between the discounted value of future obligations and the fair value of plan assets intended to cover them. according to the seniority and to the applicable collective agreements). • the undiscounted amount of the benefits expected to be paid in respect of service rendered by employees in an accounting period is recognized in that period through the income statement. Quantitative information is detailed in Note 18. 2013. These impacts are presented in the consolidated statement of comprehensive income. employee benefits correspond to retirement indemnities established in accordance with collective bargaining agreements (estimated based on a percentage of the last salary. The “corridor” option and the possibility to amortize through the income statement the cost of past services over the average vesting period have been cancelled. employee turnover and disability. return on plan assets and some changes in the effect of the asset ceiling must be booked as Other Comprehensive Items (OCI). directly or indirectly owned by more than 50% and irrespective of the number of employees. assumptions and frequency that are identical to those used for provisions for retirement indemnities described above. The obligation corresponding to the net commitment thus established is recorded as a liability. the long-term salary increase rate and the expected rate of the retirement age. This provision is calculated according to methods. 2005 in accordance with Articles L. A liability is accrued for in personal expenses in respect of the amount of profit to be shared at year-end. The Group recognizes a liability in respect of awards acquired by employees as of December 31. including the financial cost and the expected return on plan assets.1. which introduces several modifications on the accounting of post-employment benefits. Legal profit sharing agreement • In Switzerland. pension plans are financed through independent pension funds and as such. Optional profit sharing agreement • In France. The operating expense is recorded in personnel expenses and includes the cost of services provided during the year as well as the impacts of any plan changes. is recognized under “Net financial expenses”. do not lead to any post-employment obligation recognition. 171 . the Group applies the dispositions of IAS 19 amended “Employee Benefits”. Actuarial assumptions (economic and demographic) have been determined locally according to each concerned country. 442-1 et seq.

the occupational benefit institutions must ensure that they can meet their obligations at all times. . the occupational pension plans generally have to be accounted for as defined benefit (DB) schemes under IAS 19. Survivors’ and Disability Pension Plans requires all Swiss employers to operate occupational pension plans with certain minimum standards. other than income taxes. 2014 restated financial statements(before impact of IFRIC 21). This situation has been incorporated into the financial accounts of the Group on January 1. • On the consolidated income statement as at December 31. this net impact in the equity was an increase of €3.1. 2014 financial statements to €353.777 thousand as published in the December  31. Pension adjustments made on 2014 accounts on Swiss entities of the Group The Swiss Federal Law on Occupational Retirement. The consequence of the application of this policy has led the Group to correct its opening net equity regarding taxes under the application field of this standard.022 thousand in the December 31. which changes the position of the related accounts from €230. a €36 thousand decrease in the “Other financial income and expenses” and an increase of “Income tax expenses” of €4 thousand. Non-recurring costs related to the refinancing Cost of net financial debt was affected in 2014 and in 2015 by non-recurring items related to the refinancing at IPO.3.The “Net Income” decreased for €4 thousand. The impact on the Income Statement is not significant.2. As the minimum legal requirements result in an inherent risk of underfunding and in a potential risk that the employer has to pay additional contributions to the institution in order to eliminate potential shortfalls. by which contributions paid by the employer and the employee are accumulated in an old-age savings account with a nominal interest rate. Consequently. These corresponding costs have been reallocated to “other financial income and expenses” into the consolidated income statement (see Note 9). which changes the position of the related account from €355.In assets: › an increase of the “deferred tax assets” account by €855 thousand. 2014 presented in comparison to December 31. 2014 restated financial statements (before impact of IFRIC 21).g. Adjustments on previous periods 4. of which a €36 thousand increase in the “Recurring operating income”. Electrotech (acquired in 2002). Fanac & Robas (acquired in 2010). 2015. 2015. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 4. accumulated savings are converted into a pension using a conversion rate.755) thousand. as well as IFRS 5 restatement in the Consolidated Income Statement (see Note 11). four entities in Switzerland did not recognize till now the liabilities regarding related contributions linked to the implementation of IAS 19. By law. . 2014: . which changes the position of the related account from €255. 172 . 2015 are restated in accordance to the present Note 4.163 thousand as published in the December  31. the Group applies IFRIC 21 “Levies” which provides guidance on the recognition of liabilities to pay levies imposed by governments. Hamard (acquired in 2008).CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.378 thousand in the December 31. The involved Swiss entities are the following: SPIE Suisse (created in 2008). 2014: . 2014.018 thousand in the December 31.147 thousand. 2014 restated financial statements. 2014 financial statements to €231. 2014 financial statements to €259. pension funds) associated with the employer. Pensions schemes operated in Switzerland by SPIE Group’s entities are administered by insurance companies providing fully insured solutions which minimize the risk that SPIE’s Swiss entities have to pay additional contributions related to already accrued benefits. › a decrease of the “Equity attributable to owners of the parent” by €(2. The financial statements of December 31.In liabilities: › an increase of the “other employee benefits” account by €3. On January 1.768 thousand as published in the December  31. These standards are fixed by the government and based on a defined contribution (DC) plan. The impacts of these adjustments on the consolidated financial statements as at December 31.REGISTRATION DOCUMENT 2015 / SPIE SA 4. 2014 are the followings: • On the consolidated statement of financial position as at December 31.610 thousand. The saving accounts are administered by occupational benefit institutions (e. IFRIC 21 – Levies Since January 1. 4. At retirement.

b) Refinancing • the early repayment of the Loan granted by Clayax Acquisition Luxembourg 5 (main shareholder of SPIE SA) has been made for an amount of €430. SPIE 20 PP SAS. Consequently. • the update of the “document de base” filed to the AMF on May 29. SPIE 20 RA SAS. 2015 • 20.5 million.à. 2014. for a nominal amount of €1. 2015 as follows: SPIE’s market capitalization amounted to around €2. These measures were implemented on January 13. 2015 on the available prospectus. June 11.3). respectively. the French financial markets authority (Autorité des marchés financiers – AMF) affixed visa No. On December 3. • the drawdown of the complementary credit line “Facility E” for a nominal amount of €625 million. The Company was listed on the Euronext Paris regulated market on June 10. 2015: a) Post-IPO legal reorganization of the Group 5. the holding companies. 2015 and drawdown a new Senior Term Loan (“Facility A”) signed on May 15. 2015.125 million. as well as a drawdown of €170 million on a “Revolving Credit Facility” of €400 million (see Note 20. Shortly before settlement. 15-241 dated May 29. these four management companies were merged into SPIE SA. • the “document de base” registered on May 19. • the issuance of “2nd Lien Bond” for a nominal amount of €185.242  new ordinary shares issued as part of a €700 million capital increase (share premiums included). 2015.r. in order to simplify the Group’s organization. which consists of: Furthermore. SPIE 350 PP SCA and SPIE 350 RA SCA. were also merged into SPIE SA following the Group’s IPO. of principal and accrued interests. 2015. direct and indirect subsidiaries of SPIE SA. SPIE Group repaid all of its financing debts on June 11. the management companies.179. 173 . 2015 under number I.424.50 per share. Initial Public Offering (IPO) as of June 10. the Managers of the SPIE Group and the employees through the “FCPE SPIE Actionnariat 2011”.15-0408-A01. 2015 Until June 11. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements SIGNIFICANT EVENTS OF THE PERIOD Note 5.1.930 existing shares sold out by the shareholders Clayax Acquisition Luxembourg 1 S. held the shareholdings of the managers and executives of the Group. with retroactive effect from January 1. Clayax Acquisition 3 SAS and Clayax Acquisition 4 SAS.2. Financial debt refinancing process as of January 13. 2015.5 billion based on an offering price of €16. In the context of the Initial Public Offering of SPIE SA on the Euronext Paris regulated market. The following operations occurred on the settlement date.15-038.6 million.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. As part of the Initial Public Offering. Their assets and liabilities were consolidated into SPIE SA in return for a number of SPIE SA ordinary shares calculated using an exchange ratio based on each of the management company’s shares and those of SPIE SA valued at the initial offering price. • the securities note along with the summary of the prospectus included in the securities note endorsed by the AMF on May 29.l. Significant events 5. 2015 under number D. 2015. SPIE’s Board of Directors adopted a set of measures to refinance the Group’s financial debt. the following were placed on the market: • 42.

5. a process of share capital increase had been launched.17 million. Acquisitions and disposals Changes in scope of consolidation include: ventilation for a global amount €1. Thermat. Entreprise Villanova. 2015.C.4) Note 6. 100 100 . 2016.C. 2015.2 million. External growth The Group acquired eight entities. Specialized in high and low voltage electrical installations. Newly consolidated companies Country Type of inclusion Date of inclusion Consolidation Method % of interest % of control New entities / activities of the Group SPIE Oil & Gas Services Limited SPIE Services Nigeria Limited Numac (activity) Cromm Und Co. of which five bought deals during fiscal year 2015 (see Note 6) and three entities were acquired upon suspensive conditions and the purchase agreement was completed in January 2016 (see Note 26. The subscription rate reached 97% of the maximum authorized amount of €55 million. specialized in heating.C. 100 100 Netherlands Acquisition 2015/05/01 F.4.C. SPIE’s public float amounts to 36.3. Employees shareholders plan “Share for You 2015” On October 1. 6.1).C.7% of its share capital (See Note 17. • Companies acquired during the period. via the issuance of new shares reserved for current and former employees and eligible corporate officers who are members of a “plan d’épargne d’entreprise” (FCPE “SPIE Actionnariat 2015” as a French company savings plan) of the Company and of French and foreign companies. representing in 2015 around €184 million annual turnover. In 2014. 174 . 100 100 Germany Acquisition 2015/10/16 F. which do not have the operational resources necessary to prepare financial statements in line with Group standards within the time allocated. • Newly created entities.C.REGISTRATION DOCUMENT 2015 / SPIE SA United Kingdom Creation 2015/02/20 F. Newly acquired non-consolidated companies SPIE Sud-Est acquired on December  18. achieved sales revenues amounting approximately to €2. (See Note 17. SPIE Sud-Est also acquired on December 22. GmbH Leven Energy Services Limited * F.1. These two companies will be consolidated as from January 1.21 million. • Companies acquired during previous periods. plumbing and 6. achieved sales revenues amounting approximately to €2. These companies are included in the Group’s scope of consolidation once the financial information is available. 5.2.2). 2015.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. Settlement-delivery of the shares took place on December 10.: Full Consolidation. it operates in the sector of the new collective housing. which employs 20  people. The most significant acquisitions are located in the Netherlands and in United Kingdom.1 million in 2014. 100 100 United Kingdom Acquisition 2015/07/22 F. 2015 a French company Entreprise Villanova for a global amount of €1. 2015 a French company Thermat. which employs 14 people. 100 100 Nigeria Creation 2010/12/15 F. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements As at December 10.

3 million. • On July 22. Cromm und Co. Numac is an industrial maintenance and technical services provider for the industry. 2015.disciplinary maintenance. Through its four subsidiaries. a French company with total revenue of €0. equipment maintenance. support services for OEM. • on August 19. a Hungarian company which generated total revenue of €3. 2010. Companies acquired and consolidated during the period 2015 are as follows: • On May 1. With sales of approximately £36. Leven Energy Services Limited has been acquired in United Kingdom for a global amount of £18. Cromm generated a turnover of approximately €1. 2015. €26.7 million in 2014. • On October 16. providing technical building equipment installation services and offering planning. which employs 139 people. the Group sold SPIE Hellas SA located in Greece. With more than 670 employees working from 16 locations in the Netherlands. 175 . 2015. the Group sold Stadion Nürnberg Betriebs GmbH. The operations are the following: • on January  29. Created in 1984. the company offers a portfolio of services and solutions: multi. • on October 31. Located in Karlsruhe. is an independent utilities contractor providing a range of engineering and utility services including mains replacement. Leven Energy Services Ltd. There is no newly consolidated company in 2015 that would have been acquired in 2014 or prior periods.e. the Group sold SPIE Hungaria KFT. and overhead line management. installation. GmbH has been acquired in Germany for a global amount of €0.3. SPIE Services Nigeria Limited has been first time consolidated on the second half year 2015.3 million (i. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements On February 20. • SPIE Oil & Gas Services Pty Ltd located in Australia was dissolved and liquidated on September  27. was dissolved and liquidated on December 14. This entity had no activity since its creation on December 15. This entity has been consolidated in the financial statements of June 30. 2015. 2015. As of 2014. the Numac Group generated a turnover of approximately €57 million in 2014. This company had no activity. the Group acquired the activities of the Numac Group in the Netherlands for a global amount of €7. 2015. underground cabling.e. electrical installation and panels’ assembly. as a SPIE GmbH’ subsidiary located in the Bahrein Kingdom.6 million in 2014. 2015. the Group created the company SPIE Oil and Gas Services Limited in the United Kingdom. metal processing. a German company which generated total revenue of €5.4 million in 2014. 6.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. SPIE Hellas accounts were restated under “IFRS 5 – Assets held for sale and discontinued operations”. 2015.4 million). • on June  17. AZD Oil & Gas Services Muscat LLC located in Oman has been sold. €53 million) in 2014. 2015. • Facility Management Bahrain WLL. 2015.1 million in 2014. communication technology and fiber optic technology.3 million (i. This company had no activity. the Group sold or disposed several entities which did not represent any strategic interest for itself. maintenance and repair services throughout three activity areas: data network technology. • on November 13. 2015. 2015. Disposed companies During 2015. the Group sold GB Analyse Industrielle.5 million.

615 Current assets Cash and cash equivalents 126 2. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 6.498 (731) 13.139 15.565) (211) (1. SPIE ICS.231) Transferred counterpart 465 26.244 The column “PPA Adjustments (IFRS 3R)” includes the adjustments related to the finalization of the purchase price acquisition of Scotshield.501 1.205 58.4. 176 .033) (39.REGISTRATION DOCUMENT 2015 / SPIE SA . Viscom and Fleischhauer which ended in 2015 (see Note 14.614 1 34.776) Other non-current liabilities - - (306) (306) (794) (1.776) - (1. plant and equipment 3 4.541) (34.705 953 5.767 Property.805 2.661 - 5.475 Total assets acquired at fair value 238 32.597) Total liabilities assumed at fair value (60) (16.661 Investments in companies accounted for under equity method - - - - - - Financial assets 2 - 5 7 - 7 600 In thousands of euros Deferred tax assets - - 76 76 524 Other non-current assets - - - - - - 106 13.138 RECOGNIZED GOODWILLS 287 10.125 Equity attributable to non-controlling interests - - - - - - Long-term borrowings - (1.056) Short-term borrowings - (1.352 34.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.311 34. Impact of newly consolidated companies The impact of the new consolidated companies in the Group’s financial statement is presented hereafter: Cromm und Co GmbH Leven Energy Services Ltd Numac Total acquisitions 2015 PPA Adjustments (IFRS 3R) Total after adjustments Intangible assets 1 12.475 - 3.439 18.888 25.379 5.138 - 34.998) (2.233) (42.156 21.702) - (1.217) (21.435) (267) (1.702) Other current liabilities (60) (11.1 for further details).158) 102 (3.526 823 3.100) Deferred tax liabilities - (2. Vista.056) (1.362 7.905) (23.688) (470) (3.996 14.331 (206) 58.779) (33.

1 Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale.3 27. Non-Group revenue from the SPIE Operations Group.9% 4.1 1.7 53.8% 3.0% 4.296.200. re-invoicing to non-Group entities that do not correspond to operational activity (essentially re-invoicing of expenses on account).0 • EBITA as a % of revenue (as per management accounts) 6.9 25.1. revenue from entities consolidated under the equity method.1 35. 7.4 • EBITA as a % of revenue (as per management accounts) 6.368.9 901.187. Information by operating segment Revenue (as per management accounts) represents the operational activities conducted by the Group’s companies.1) 0.0 787.5% 9.431.9 5. EBITA.4 75.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.5% 4.5 142.4 • EBITA Revenue (as per management accounts) 161.389.200. see Note11. SONAID is consolidated using the full consolidation method while it is consolidated on a proportionate basis in the management accounts (55%). is the Group operating result.6 17. Segment information Summarized information intended for strategic analysis by general management of the Group for decision-making purposes (the concept of chief operating decision-maker in accordance with IFRS 8) is based on revenue (as per management accounts) and EBITA indicators broken down by operating segment. while consolidating subsidiaries that have minority shareholders on a proportionate basis or using the equity method.6% 2014 Restated* 2.4 5.4 SONAID (a) 105.6 77.0 20.4 1. The margin is expressed as a percentage of revenue (as per management accounts).7% n/a 6.2 - 5. SNC Parc St Christophe and other non-operational entities.6% 9.296.291. It is calculated before amortization of allocated goodwill (brands. Reconciliation between revenue (as per management accounts) and revenue under IFRS In millions of euros Revenue (as per management accounts) 2015 2014 Restated* 5. see Note 11.6 • EBITA Revenue (as per management accounts) 158.1 Others (c) REVENUE UNDER IFRS * (a) (b) (c) (1. backlogs and customers). as per management accounts.7 793.4% * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale.4 335. France Germany and Central Europe NorthWestern Europe Oil & Gas and Nuclear In millions of euros Holdings Total 2015 2.7 59.2 Holding activities (b) 30. Re-invoicing of services provided by Group entities to non-managed joint ventures.309.6 5.6 351.8 836.0% n/a 6. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements SEGMENT INFORMATION Note 7.9 - 5. 177 .

6 3. 7.1) (50.582 264.4 Amortization of intangible assets (allocated goodwill) Discontinued activities and restructuring costs (a) (36.327. France Germany & CE NorthWestern Europe Oil & Gas – Nuclear Holdings Total DECEMBER 31.914 114.8) (23.198 41.4 53. (b) Costs reating to the Initial Public Offering and to the employees shareholders plan.0 335.0) 3.296.3 * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale. 2015 271.6 5.311.3) (1. and goodwill allocated to Cash Generating Units. property.8 339.3 351.023 December 31.971 2.8) Financial commissions Non-controlling interests IPO / ESP (b) Others CONSOLIDATED OPERATING INCOME (1.429 268.1 5.5 110.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.1) (17.4) (1.083 2. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Reconciliation between EBITA and operating income In millions of euros 2015 2014 Restated* EBITA 351.455 143.8) (2. In millions of euros Revenue (as per management accounts) Pro-forma adjustments (12 months effect of acquisitions) Pro-forma revenue (as per management accounts) EBITA Pro-forma adjustments (12 months effect of acquisitions) EBITA pro-forma As a % of pro-forma revenue * 2015 2014 Restated* 5.2.4 0.595 In thousands of euros 178 . (a) Of which €13.350. Pro-forma indicators Pro-forma indicators are intended to provide a more comprehensive economic vision which incorporates the income statement over 12 months of companies acquired during the financial year irrespective of the initial consolidation date.6 5. 7.044.3. see Note 11.0 351.341.REGISTRATION DOCUMENT 2015 / SPIE SA .6% 6. see Note 11. plant and equipment. Non-current assets by activity Non-current assets include intangible assets.9 251.8 (29.938 43.4% Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale.077 3.8 4.4 million of provisions on the Matthew Hall “Falsane-MoD” contract.200. 2014 Restated 278.7 6.6) (10.0 335.7) 267.051.971 3.

967 5.628 1.4.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.148 In thousands of euros 2015 Revenue under IFRS 2014 Restated* Revenue under IFRS * Comparative data for 2014 have been restated from the Portuguese activity which has been classified as an asset held for sale.667.853 2. Information about major customers No external customer individually represents 10% or more of the Group’s consolidated revenue.515 2. 7. France Germany Rest of the world Total 2. 179 .571 5.762.371 695.938.368.5.068. Performance by geographic area Revenue under IFRS is broken down by geographical location of customers. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 7.431.949 666.

069. Operating expenses 2015 2014 Restated (1.197) (1. Employee cost Breakdown of employee cost In thousands of euros Note 2015 2014 Restated Wages and salaries (a) (1.112.953) (a) The CICE (French State’s credit for competitiveness and employment) total benefit accounted for in the income statement in 2015. These amounts were calculated including the payments and liabilities accounted for during the period and relating to eligible compensations.146) (1.646) (59.146) (1.980.144) Net amortization and depreciation expenses and provisions (21.044. Breakdown of average number of Group employees Engineers and executive management Lower and middle management 2015 2014 6.110.510 17. (b) Employee benefits include the share of long-term post-employment benefit reserved for retirement benefit.693) (10.026.REGISTRATION DOCUMENT 2015 / SPIE SA .979 17.584 12.701 Other employees 13.391) Social security costs Employee benefits Employee profit-sharing EMPLOYEE COSTS (b) (10.961. booked as a deduction from personnel costs.026.961.105  thousand (against €27.083 38. Other operating income and expenses 8.953) Taxes (48. 180 . amounts to €27.519  thousand in 2014).908 52.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.638) In thousands of euros Note Purchases consumed External services Employment cost 8.342) (1.2 Other operating income and expenses OPERATING EXPENSES 61.148.2.846) (568.450) (5.131) (2.037 (5.117) (7.732 AVERAGE NUMBER OF GROUP EMPLOYEES 38.023) (2.163) (568.437.688) (52.412 Headcount does not include any temporary people.512) (2.524) (12.341) 8.373.681) (1.989 7. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements NOTES TO THE CONSOLIDATED INCOME STATEMENT Note 8.1.

In 2014.5).B. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 8.675) (47.P in the Chilean company “SB Chile Ltda” (€2. this account also included €10.471) (36.582) 776 Other operating income and expenses (b) (42. 181 . Other operating income (loss) Other operating income and expenses break down as follows: In thousands of euros Notes 2015 2014 Restated Gain or loss on sale of consolidated investments (a) (3. Moreover. (b) Other operating income and expenses mainly correspond to: (i) the June 2015 IPO related costs for €2.663 thousand for an onerous contract at the date control was obtained in the United Kingdom and relating to an arbitrary procedure initiated by the Secretary of State for Defense. SPIE Hellas SA and G.158) (1. this account also included a provision related to the SPIE GmbH (previously Hochtief Services Solutions) integration costs which amounted €21 million.3.124 thousand.288) Business combination acquisition costs OTHER OPERATING INCOME AND EXPENSES (1. (iii) the booking of a provision amounting to €13.787 thousand (including roadshow costs) (see Note 17. (ii) the employer matching contribution paid by the Group in connection with employees subscription to the shareholders plan for a total amount of €23. Analyse Industrielle (see Note 11).187) (a) The “gain or loss on sale of consolidated investments” corresponds to the liquidation of marketable securities held by SPIE Batignolles T. to restructuring or penalty costs. and the reversal of provisions on securities held in SBEI Brazil and liquidated by SPIE Enertrans (€676 thousand).732) (35.917 thousand).CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.P (€2. (v) Costs related to uncompleted external growth projects. (iv) the reversal of provisions on securities held in “SB Chile Ltda” and liquidated by SPIE Batignolles T.8 million related to the 2014 SPIE IPO project.918 thousand). the disposal of marketable securities held by SPIE Enertrans in the Brazilian company “SBEI Brésil” (€676 thousand) along with the disposal of Stadion Nürnberg Betriebs GmbH.

Consequently.3). (d) Financial assets revaluation related in 2014 to the valuation at fair value of the SPIE 20 and SPIE 350 management companies that were absorbed by SPIE SA during the IPO process (see Note 17. cash equivalents. for a global amount of €19. both cash (swaps fair value: € (11.996) thousand. Income tax 10. second-lien facility early repayment call: € (3. Tax rate Tax rate In France.326) (a) The cost of net debt includes interest income and expenses on loans.788 thousand.4 million) is mainly due to savings made on the financial interests as a result of the 2015 debt refinancing (see Note 20.844) - 2 Dividends received Financial assets revaluation (d) - 6.973) (165.297 thousand.968) thousand corresponding to early repayment penalties in cash. (b) Currency translations are mainly carried by the Oil & Gas Services sub-group.572) (56. The variation between 2014 and 2015 (€90.106 980 79 213 COSTS OF NET FINANCIAL DEBT (a) (74. this additional contribution has no impact on the tax rate used by the Group for calculating deferred taxes of French entities. then prorogued to 10.2) (e) In 2015. and net income and expenses associated with sales of marketable securities.846) thousand.379 (92. 2016. 2014 and 2015 periods. Net financial cost and financial income and expenses Cost of net debt and other financial income and expenses are broken down in the table below: Notes 2015 2014 Restated (76. an additional contribution tax of 5%.821) (4. The Group applies an ordinary tax rate at 34. (f) “Other” mainly includes the € (2.412) Net gain / (loss) on exchange rates (b) (16. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 9. of which € (43.712) thousand) and non-cash (amortization of borrowing costs: € (56.43%. (c) Amortization of financial assets and allowance for financial provisions (net of reversals) include the financial part of the post-employment provisions for an amount of € (4.0% (from €250 million revenue and above) for the 2013.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.7% on profits for 2013. this item mainly includes non-recurring costs related to the refinancing at IPO. .425) 1. and the reversal of provision on the debt of SB Chile Ltda by SPIE Batignolles TP for an amount of €2.1. This rate is not extended to fiscal years ending on December 31. this item also related to non-recurring costs relating to the repayment of the SPIE BondCo3 loan for € (56. increases the ordinary tax rate in 182 .668) Amortization of financial assets and allowance for financial provisions (net of reversals) (c) (2.017) thousand. applicable to profits for 2011 and 2012. In 2014.605) In thousands of euros Interest expenses (including financial leases) Interest income and expenses on cash equivalents Net proceeds on sale of marketable securities 1.017) Other (f) OTHER FINANCIAL INCOME AND EXPENSES (1.788) thousand loss on the SB Chile Ltda debt.100) (7.158) (166.REGISTRATION DOCUMENT 2015 / SPIE SA force to 38.864) thousand). 2014 and 2015.918) (60.822 Non-recurring costs related to refinancing (e) (72. Note 10.

Consolidated income tax expense Income taxes are detailed as follows: In thousands of euros Income tax expense reported in the income statement TOTAL INCOME TAX REPORTED IN THE INCOME STATEMENT Income tax expense reported in the statement of comprehensive income Net (loss)/gain on cash flow hedge derivatives Net (loss)/gain on post-employment benefits TOTAL INCOME TAX REPORTED IN THE STATEMENT OF COMPREHENSIVE INCOME (5.197) (773) (40) 14.447 33.574 81.43% Germany 31.99% 33.762) 183 .3.563 25. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Furthermore.43% 34.00% 21.NET 244.278 (57.015) (797) Other temporary differences 28.569 Deferred tax liabilities on finance leases 76.375) (65. Deferred tax assets and liabilities Before offsetting deferred tax assets and liabilities by fiscal entity.064 10.50% 31.752) 218 (1.433) Income tax rate used by the Group 10.447 Tax loss carry forward 76.008 (291.698 (18. 2015 99 Employee benefits 81.00% 25.711) Deferred income tax 16.292) (39.00% 21.00% Belgium 33.039) 10.237) 14.008 Revaluation of long-term assets 24.2.00% Switzerland 21.00% 2015 2014 Restated Current income tax (73.855) (64.613 (310.50% United Kingdom 20.321) (266. 31. the components of deferred tax are as follows: In thousands of euros Derivatives Assets Liabilities 99 Dec.659 TOTAL DEFERRED TAX .CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.99% Netherlands 25.574 Provisions for contingencies and expenses non-deductible for tax purpose 33.837 (5. prevailing tax rates in the main European countries in Group businesses are the followings: 2015 2014 France 34.

184 .8) million derive from the OCI impacts deriving from the swap’s divestiture during the IPO operations.447 (2.659 (436) - 2.087 Tax loss carry forward (c) Revaluation of long-term assets Deferred tax liabilities on finance leases Other/ Changes in scope Dec.814 71 33.164 Revaluation of long-term assets 32. 31. 31.665 (99) 10.025 191 81.453 23. (b) As at January 1.439 (52. (d) “Other temporary differences” mainly include the deferred tax relating to the borrowing costs for a global amount of € (14. (e) The “others / changes in scope” correspond to: – deferred taxes on provisions booked in Germany during the PPA process on Scotshield.197) Employee benefits 74. 2015 69.977 thousand. which carries the tax grouping.904 (220.838) (233) (233) Other temporary differences 24. and to the tax impact of the gains on the treasury shares held by SPIE SA.243) 16.762) (797) (a) Impacts on equity for € (2.099 197 (5. which led to a more precise presentation. 2014 Restated Variations 2015 Income statement Equity & OCI Translation differences Reclassifications (b) (a) (e) In thousands of euros Derivatives 5.594) thousand.815 (65. for a global amount of €2.210) The breakdown of deferred tax variations for the period according to their impact on the income statement or on the statement of financial position is the following: Dec.453 Tax loss carry forward 69.581 74.099 Employee benefits 74.914 (40) Provisions for contingencies and expenses non-deductible for tax purpose 23.4).581 1.628 (252.364 (305. – deferred taxes related to the other entities acquired in 2015.536) (28.NET (76. (c) The tax loss carry-forward impacting the income statement mostly derive from the Group’s deferred losses recognized as assets (and in particular in the SPIE SA holding.164 4.210) (389) (233) (1.574 22 5.NET 229.097) 7. 2014 Restated 5.453 4.753) (42.097) TOTAL DEFERRED TAX .REGISTRATION DOCUMENT 2015 / SPIE SA .008 (4) 755 25 31.405 (2.828) 76. 2015.581 Provisions for contingencies and expenses non-deductible for tax purpose 23.315) Other temporary differences (d) (28.164 Deferred tax liabilities on finance leases (220.832) 99 903 4.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.563 2.099 5. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Deferred tax assets and liabilities by nature for 2014 are detailed below: Assets Liabilities In thousands of euros Derivatives Dec.978) (266. SPIE Leven and Numac. 31.371 569 (2.165 TOTAL DEFERRED TAX .752) 1. see Note 10.607) (76. a classification of the components of deferred tax in the Group’s in 2014 was reviewed and has been restated through reclassifications to reflect the conclusions of the analysis.243) 69.

The corresponding deferred tax assets were recognized based on a four years plan relief of tax losses carried forward which were estimated at £ 44.793) 394 1. the period includes tax reintegration of financial expenses accounted for by the Group’s holdings and related to the LBO debt for a global amount of €15.43% (32. amount in basis as at December  31. 2015 to 13. (b) Tax provisions relate to tax audits in progress where notices of judgments have been received and are subject to discussions with the relevant tax authorities.114  thousands of Swiss Francs (CHF) (i. €11. The amount of deferred tax assets finally recognized is of £ 8. €99. unrecognized tax losses in France amount to €75.808) (14.559 thousand (i. 185 .566) (58) 133 (57. Indeed.790 (11.236 thousand (i.93% 80. 10. €61.292 39.622 thousand. The deferred tax assets corresponding to the tax losses carried forward in Germany were fully accounted for €11.e. The Group opted for the option of booking CVAE in income tax in order to ensure consistency with the accounting treatment of similar taxes in other countries.894) (7.e. Accordingly. The portion of this process relating to additional income tax is recognized as a component of the income tax expense. 2015.052 thousand and concern mainly pre-integration losses in the Group’s French subsidiaries.499 thousand).446) (1.e.612) Provision for income taxes 57.322) (57. the Company value-added contribution ("cotisation sur la valeur ajoutée des entreprises” – CVAE) is due based on added value stemming from individual financial statements.247) (5.82% (a) In France.154 thousand.557 thousand).433) 59.97% 188. including discontinued activities Income taxes on discontinued activities INCOME TAX EXPENSE Effective tax rate Effective tax rate excluding French CVAE (c) (4.5.e.234) (39. it is to be noted that 2014 is not representative of the effective tax rate calculation.e.928 thousand.304 (18.292) (39. All tax losses carried forward in the United-Kingdom amount to £ 72. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 10.995 thousand (i. €12.163 153 7. (c) Moreover.4.538 20.19% 37. The timeline for the relief of carry forward tax deficits.682) (13.175 thousand).754 thousand (i.215) Theoretical tax charge Permanent differences and other differences French CVAE (a) Unrecognized tax losses Utilization of previously unrecognized tax losses Difference between French and foreign income tax rates Tax provisions (b) Net provision for income taxes. on a basis of a five years plan relief. Tax loss carried forward Tax losses carried forward within the tax group in France amount to €147. They have been recognized as deferred tax assets for €48. They have been subject to the recognition of deferred tax assets fully accounted for an amount of CHF 2.2 million.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. As at December 31. has been estimated at three years.751) (11.954 Theoretical French statutory tax rate 34. by allocation to predictable profits of the SPIE SA tax group.433 (58) 133 In thousands of euros Provision for income taxes on discontinued operations Pre-tax income 95. All tax losses carried forward relating to the SPIE ICS in Switzerland. CVAE is presented as a component of the income tax expense.43% 34. its amount has been restated net of income tax for reconciliation purposes. As CVAE is tax deductible. €2.789 thousand). Reconciliation between provision for income taxes and pre-tax income 2015 2014 Restated Consolidated net income 38.977 thousand).143) (3.

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

Note 11. Discontinued operations
The Group’s assets held for sale and discontinued operations
requiring the application of IFRS 5 are outlined below:
• the disposal process of Foraid Algérie Eurl, initiated in
2011, was still in progress as at December 31, 2015;
• the entities Advago SA and SPIE Hellas SA (previously
Hochtief Facility Management Hellas SA) in Greece were
acquired on September 6, 2013, together with the Services
Solutions activity of the Hochtief Group. The disposal
process was initiated in 2014 and was still in progress as
at December 31, 2015 for Advago SA. However, SPIE Hellas
SA has been disposed on August 19, 2015;
• a disposal process has been initiated for TecnoSpie
SA located in Portugal and was still in progress as at
December 31, 2015;
• the liquidation process of SGTE Ingénierie, started in 2007,
was still in progress as at December 31, 2015.
Entities classified as held for sale in 2014, which have no
impact on the 2015 financial statements:

systems (hardware and software) for urban public transportation equipment (fleet management services and user
and driver information), was sold on October 16, 2014;
• SPIE Oil & Gas Services UK, a subsidiary of SPIE Oil & Gas
Services, for which a disposal process was initiated at the
beginning of 2013, was liquidated on November 11, 2014.
As a result, as at December 31, 2015, the financial statements
of SGTE Ingénierie, Foraid Algérie Eurl, Advago SA, SPIE Hellas
SA and TecnoSpie SA have been reclassified in a separate line
on the income statement, representing the contribution to net
income of these operations.
The assets and liabilities of these operations have been
respectively reclassified as “Assets classified as held for sale”
and “Liabilities associated with assets classified as held for
sale” in the consolidated statement of financial position as at
December 31, 2015. Assets and liabilities of these activities
have been valued at their fair value less potential costs of sale
of the assets.

• SAEIV: spread over several subsidiaries of the Group this
activity of design, set-up and maintenance of in-vehicle
The contributions of the companies are as follows:
2014 Restated

2015
Revenue

Contribution
to net income

-

-

In thousands of euros
SAEIV
SPIE Oil And Gas Services UK Limited

Revenue

Contribution
to net income

2,378

(2,382)

-

(232)

S.G.T.E. Ingénierie

-

(19)

-

2

Foraid Algérie Eurl

4,343

(183)

4,335

374

17,337

(3,279)

16,754

(2,016)

2,608

(906)

4,602

(484)

24,288

(4,387)

28,069

(4,738)

TecnoSpie SA
Advago SA & SPIE Hellas SA (Greece)
TOTAL

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CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

Note 12. Earnings per share
12.1. Distributable earnings
Dec. 31, 2015

Dec. 31, 2014
Restated

49,668

(13,623)

In thousands of euros
Continuing operations
Basic earnings from continuing operations attributable to owners of the parent
(excluding minority shareholders)
(-) Basic earnings attributable to preferential owners

-

-

Earnings from continuing operations distributable to shareholders
of the Company, used for the calculation of the earnings per share

49,668

(13,623)

Earnings from discontinued operations distributable to shareholders
of the Company, used for the calculation of the earnings per share

(4,387)

(4,738)

45,281

(18,361)

Total operations
Basic earnings from continuing operations attributable to owners of the parent
(excluding minority shareholders)
(-) Basic earnings attributable to preferential owners
EARNINGS DISTRIBUTABLE TO SHAREHOLDERS OF THE COMPANY,
USED FOR THE CALCULATION OF THE EARNINGS PER SHARE

-

-

45,281

(18,361)

Dec. 31, 2015

Dec. 31, 2014
Restated

127,544,489

98,966,072

12.2. Number of shares

Average number of shares used for the calculation of earnings per share
Effect of the diluting instruments
Average number of diluted shares used for the calculation of earnings per share

In compliance with “IAS 33- Earnings per share”, the weighted
average number of ordinary shares in the first half of 2015
(and for all presently shown periods) has been adjusted to take
into account events that impacted the number of outstanding
shares without having a corresponding impact on the entity’s
resources.
Consequently, the split of the nominal value of ordinary
shares of SPIE SA on June 9, 2015 in order to bring from
one euro (€1) to approximately €0.46 per ordinary share,
has led to consequential multiplication of the initial number
of ordinary shares representing the share capital of SPIE
SA (from 33,596,102 ordinary shares to a total number of
72,449,303). For purposes of comparison, this new number
of existing shares has been used for all shown periods for the

-

-

127,544,489

98,966,072

calculation of the weighted average number of outstanding
ordinary shares.
Furthermore, for all periods shown, the 4,337,968 A Preferred
shares (ADP A) and the 1,700,000 B Preferred shares (ADP B)
which were cancelled on June 11, 2015, have been included in
the total amount of 26,516,769 ordinary shares. This number
of ordinary shares results from the exchange ratio applied
in return for SPIE 20 and SPIE 350 shareholders’ ADP A and
B preferred shares when they were merged into SPIE SA on
June 11, 2015.
No diluted instrument has been issued by the parent company
during the first half of 2015.

187

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

12.3. Earnings per share
Dec. 31, 2015

Dec. 31, 2014
Restated

Basic earnings per share

0.39

(0.14)

Diluted earnings per share

0.39

(0.14)

Basic earnings per share

(0.03)

(0.05)

Diluted earnings per share

(0.03)

(0.05)

Basic earnings per share

0.36

(0.19)

Diluted earnings per share

0.36

(0.19)

In thousands of euros
Continuing operations

Discontinued operations

TOTAL OPERATIONS

Note 13. Dividends
No dividends were paid in 2015.
Based on 2015 year’s results, the Board of Directors will propose to the General Shareholders’ Meeting to pay in 2016 a dividend
of €0.50 per share.

188 - REGISTRATION DOCUMENT 2015 / SPIE SA

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

NOTES TO THE STATEMENT OF FINANCIAL POSITION
The following notes relate to the assets and liabilities of
continuing operations as at December 31, 2015.

Assets and liabilities of operations held for sale are presented
in a separate line “Activities held for sale” in the statement of
financial position.

Note 14. Goodwill
14.1. Changes in goodwill
The following table shows the changes in carrying amount of goodwill by cash generating unit:
Dec. 31, 2014
In thousands of euros
CGU – SPIE Île-de-France
Nord-Ouest
CGU – SPIE Est
CGU – SPIE Sud-Est

Acquisitions and
adjustments
of preliminary
goodwill

Disposals

Change in
scope of
consolidation
and other

Translation
adjustments

275,688

Dec. 31, 2015

275,688

91,943

91,943

195,360

1,105

260

196,725

CGU – SPIE Sud-Ouest

230,647

230,647

CGU – SPIE Ouest Centre

218,735

218,735

CGU – SPIE Communications

158,201

158,201

CGU – SPIE Holding GmbH

124,992

861

CGU – SPIE ICS

38,716

3,002

5,173

125,853

CGU – SPIE UK

187,947

8,137

2,107

CGU – SPIE Nederland

142,135

5,139

46,891
198,191
147,274

CGU – SPIE Belgium

77,762

77,762

UGT – SPIE Nucléaire

127,801

127,801

CGU – SPIE OGS

253,226

253,226

TOTAL GOODWILL

2,123,153

18,244

Acquisitions and goodwill adjustments which occurred
between January and December 2015 mainly relate to:
• the ongoing process of purchase price allocation for
SPIE Sud Est related to the acquisition of Vista Concept
and Viscom System in July 2014 for a global amount of
€1,105 thousand;
• the ongoing process of purchase price allocation for SPIE
Holding GmbH related to the acquisition of Fleischhauer
Ingenieur-Buro in June 2014 for a global amount of
€574 thousand; the ongoing process of purchase price
allocation for SPIE Holding GmbH related to the acquisition of Cromm Und Co in October 2015 for an amount of
€287 thousand;

-

-

7,540

2,148,937

• the ongoing process of purchase price allocation for SPIE
ICS related to the acquisition of Connectis and Softix in July
2014 for a global amount of €3,002 thousand;
• the ongoing process of purchase price allocation for SPIE
UK related to the acquisition of Energy Services Ltd in
July 2015 for a global amount of €10,380 thousand; the
ongoing process of purchase price allocation for SPIE UK
related to the acquisition of Scotshield for an amount of €
(2,242) thousand;
• the purchase price allocation for SPIE Nederland regarding
the acquisition of the Group Numac in May 2015 for a global
amount of €5,139 thousand;

189

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

Currency translation adjustments mainly relate to:
• €260 thousand for all Swiss entities within the SPIE Sud Est CGU;
• €5,173 thousand for the Swiss company SPIE ICS;
• and to €2,107 thousand of currency translation impacts covering all entities of the SPIE UK CGU;
For comparative purpose, the carrying amounts of the Group goodwill as of December 31, 2014 were the following:
Dec. 31, 2013
In thousands of euros
CGU – SPIE Île-de-France
Nord-Ouest
CGU – SPIE Est

Acquisitions and
adjustments
of preliminary
goodwill

Disposals

Change in
scope of
consolidation
and other

Translation
adjustments

275,688

Dec. 31, 2014

275,688

91,943

91,943

CGU – SPIE Sud-Est

192,949

2,369

CGU – SPIE Sud-Ouest

226,339

4,308

CGU – SPIE Ouest Centre

218,735

218,735

CGU – SPIE Communications

158,201

158,201

CGU – SPIE GmbH

104,748

CGU – SPIE ICS
177,775

CGU – SPIE Nederland

142,135
79,511

195,360
230,647

22,785

(2,541)

124,992

38,716

CGU – SPIE UK

CGU – SPIE Belgium

41

38,716

6,374

2,541

1,258

187,947
142,135

(1,741)

(8)

77,762

CGU – SPIE Nucléaire

127,801

127,801

CGU – SPIE OGS

253,226

253,226

TOTAL GOODWILL

2,049,051

14.2. Impairment test for goodwill
To carry out annual impairment tests, goodwill was allocated
to the relevant Cash Generating Units (CGU); see Note 3.10
“Impairment of goodwill”.
These tests are carried out in October of each year on the
basis of the most recent budgets available. In 2015, they were
developed based on the Business Plan’s forecasts taking into
account cash flows comprising a budget Y+1, forecasts for
the years Y+2 to Y+4 and projections for Y+5 and Y+6 (these
additional years are extrapolated from forecasts) in which is
added a terminal value, calculated with a growth rate of 1.50%.
As the SPIE UK CGU operates outside the Eurozone, the future
cash flows are estimated in GBP and then discounted using

190 - REGISTRATION DOCUMENT 2015 / SPIE SA

72,811

(8)

-

1,299

2,123,153

the Group’s discount rate. All other CGUs estimate their future
cash flows in euros.
The discount rates after tax for all CGUs amount to 7.60%
(2014: 8.6%) for all CGUs.

Sensitivity Test
The value in use is mainly driven by the terminal value which
is sensitive to changes in the assumptions regarding discount
rates and the cash flows generated.
Critical assumptions of the business plan and multiannual
forecasts correspond to any reasonably possible changes.
These tests including a sensitivity analysis have not highlighted
any impairment losses and have therefore confirmed the value
of goodwill.

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Notes to the consolidated financial statements

Sensibility to cash flows: business
development assumptions

Sensibility to the discount rate
The WACC applied in the impairment tests takes into account
a target financial structure and a market beta coefficient. A
+/-0.5% variation in the WACC would have an average impact
of respectively -16.3% and +22.5% on the value of the CGUs.

Sensitivity to business development assumptions is already
included in the budget framework when it is drawn up.

Sensibility to profitability: EBIT ratio
assumptions

The impairment sensitivity analyses did not identify a scenario
in which the carrying amount would be likely to exceed the
recoverable amount for any of the CGUs.

Impairment tests were conducted according to the same
methodology, but considering a variation of -0.3% (more
sensitive case) on the EBIT ratio from 2020 (extrapolation
year of the business plan), and consequently to the EBIT rate
of the terminal year. The result on the CGU value is of -12.4%
compared to the reference value.

Note 15. Intangible assets
15.1. Intangible assets – Gross values

In thousands of euros

Concessions,
patents,
licenses

Brands

Backlog and
customer
relationship

Others

Total

5,990

747,264

120,930

67,748

941,932

21

7,144

26,229

372

33,767

520

-

-

5,578

6,098

Gross value
At December 31, 2013
Business combination effect
Other acquisitions in the period
Disposals in the period
Exchange difference
Other movements
Assets held for sale
At December 31, 2014
Business combination effect
Other acquisitions in the period
Disposals in the period
Exchange difference
Other movements
Assets held for sale
AT DECEMBER 31, 2015

(370)

-

-

(16)

(386)

4

602

275

122

1,002
1,592

996

-

-

596

-

-

-

-

-

7,161

755,010

147,434

74,401

984,006

-

(1,589)

15,241

115

13,767

448

-

-

7,831

8,279

(1)

-

-

(11)

(12)

(15)

1,329

1,141

425

2,880

(821)

-

-

240

(580)

-

-

-

(106)

(106)

6,772

754,750

163,816

82,895

1,008,232

191

corresponds to the impacts of the ongoing purchase price allocation processes which led to: • a decrease of €(1. • €12. of Connectis backlog for €(302)  thousand and of €(1.608)  thousand on Connectis brand. 192 . • a revaluation of Scotshield customer relationship asset for €2. • a revaluation of Fleischhauer brand for €19 thousand.633 thousand and of its backlogs for €366 thousand. of its customer relationship for €(657) thousand and a revaluation of its backlog for €(45) thousand. which has an indefinite useful life and is tested for impairment at least once a year or whenever there is an indication of impairment.474 thousand of intangible assets under development and to €5. as a percentage of each CGU’s contribution to Group revenues.REGISTRATION DOCUMENT 2015 / SPIE SA Moreover. The “Other acquisitions in the period”. i. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Period ended December 31.e.137) thousand on Connectis customer relationship. the “Business combination effect” line also includes the goodwill temporary allocation of the newly acquired entities. and backlog and customer relationships.860 allocated to customer relationship and €22 thousand allocated to backlog assets on Numac. patents and licenses amounting to € (821) thousand are the consequence of the TecnoSpie SA reclassification as a “discontinued activity” (see Note 11). The “Other movements” on concessions.501 thousand allocated to customer relationship asset on Leven energy Services Ltd. correspond to €2.298 thousand across several entities of the Group.: • €1. which concerns the brands. .831 thousand. The line “Business combination effect”. representing €7.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2015 Brands mainly correspond to the value of the SPIE brand for €731 million. The SPIE brand is allocated to each of the cash generating units and is valued on the basis of an implied average royalty rate.

733 thousand. to Leven Energy Services for €1.861) 905 - - (2) 903 Exchange difference Other movements Assets held for sale AT DECEMBER 31. to SPIE GmbH for €6.658  thousand. 2015 - - - 106 106 (5. The amortization of backlogs for the current period mainly corresponds to the backlogs of SPIE GmbH for an amount of €2. 2014 1. 2014.890) (69.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.626 813.992 Period ended December 31. of Scotshield for an amount of €362 thousand and Connectis together with Fleischhauer and Numac for an amount of €226 thousand.318) (16. and SPIE Matthew Hall for €16.391 • At December 31. 2015 Amortization of intangible assets during the period includes: (a) The amortization of the brands Juret for €573 thousand (amortization over 10 years). Intangible assets – Amortization and net values Concessions.116) (53.188 791. 2013 672 730.2. 2013.606) (48. and consequently to a reversal of the amortization already booked.799 thousand relates to the purchase price allocation process on Connectis which led to a decrease of the brand value recognized in the Group’s accounts as at December 31.076) (55.707) (216.627) (59.477 74. to Fleischhauer for €879 thousand. patents.597  thousand.918) (114.972) (46. as the “Connectis” brand had been fully amortized in 2014.830 827.322 thousand as a 36 month amortization plan for the Matthew Hall brand in the United Kingdom implemented on September 1.662) (20. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 15.626) (25.245 thousand.095) (41. (b) The amortization of the CRA (customer relationship asset) mainly corresponds to Connectis for €2.273) (89.319 20.799 90 - 1.241) Net value • At December 31. to Infrastructure Services & Projects for €2. SPIE Info Services and Klotz for the remaining amount of €474 thousand.634) (61.066 713.324 18.774) (170. to the activity of ENS Limited for €526 thousand. 2014 Amortization for the period - - - - - (6.698) (43. and to Devis together with Garside.875) (449) (17.541) (592) - (24.131 • At December 31.431) (5.145 695. The reversal of €1.519) (278) (76) (1.725) - - - - 346 - - 6 352 (3) (567) (78) (24) (672) (528) - - 238 (290) In thousands of euros Amortization At December 31.414) Reversal of impairment losses - 1.889 Disposals in the period 1 - - 11 12 11 (1. 2015 1.120 78. to Scotshield for €947 thousand. Veepee for €333 thousand (amortization over six years).150 thousand. licenses Brands Backlog and customer relationship Others Total (a) (b) (5. to GVDD for €963 thousand. Finally. 193 .182 21.331) (7.566 77. Fleischhauer for €434 thousand (amortization over four years). to Numac for €571 thousand. 2013 Amortization for the period Reversal of impairment losses Disposals in the period Exchange difference Other movements Assets held for sale At December 31. the remaining €(90) thousand related to adjustments rising from the Connectis purchase price allocation process.

687 134.702 23.661 Business combination effect Other acquisitions of the period 127.604 339.312 326.432 5.358 7.281 15.440 5.401) (3. plant and equipment mainly correspond to office and computer equipment and transport equipment.202 144. 2015 6.227 9.677 In thousands of euros Gross value At December 31.066) (4.517 303. 194 .REGISTRATION DOCUMENT 2015 / SPIE SA .476 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 16.589 48.897) (3) (30) (411) (444) 47.929 204 333 618 1.337 229 30 4.898) Assets held for sale (198) (196) (0) (394) At December 31.545) (1. 2014 6.981) (5. Property.633) Exchange differences 327 Other movements Assets held for sale AT DECEMBER 31.658) (8.746 Disposals of the period (17) (3.355 Other property.481 (2.900 42. 2013 Business combination effect Other acquisitions of the period 2.598 86 3.761 13.821 Disposals of the period (440) (1. plant and equipment 16.178) (2.317) (7.432 155. plant and equipment – Gross values Land Buildings Plant and machinery Others Total 6.239) (14.440 2.208 28.1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.310) (7.390 129.079) Exchange differences 231 397 465 622 1. Property.674 7.495 119.715 Other movements (429) 112 (36) (1.

297 105.917 3.610 15.730) (114. 2015 6.785 38. 31.231 38. 2014 15 - Depreciation of the period Reversal of impairment losses Disposals of the period Exchange differences Other movements Assets held for sale AT DECEMBER 31.007) 254 642 (402) 501 (25.2.972 1 12 334 347 - (24.708) (10.929 23.314) 163 32 1 195 In thousands of euros Depreciation At December 31.474 Plants and machinery 5. Property.589 3.327) (28.815) 182 107 216 505 2.689 14.307) (229.261) • At December 31.223 Others 4.311 • At December 31.984) (14.722 4. 2014 Land 1.094 Exchange differences Other movements 7 Assets held for sale At December 31.410 (216) (320) (472) (1.241 41.391 83 (86) (528) (532) 1.224) (90.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.920 In thousands of euros NET AMOUNT OF ASSETS FINANCED THROUGH FINANCE LEASE 195 . plant and equipment – Depreciation & net values Land Buildings Plant and machinery Others Total (23. 2015 15 Net value Finance leases Fixed assets include assets financed by the Group through finance leases.171) (13.434) (26. 2015 Dec.675 5.443 6.284 1. 2013 Depreciation of the period Reversal of impairment losses Disposals of the period (7) 253 1.493) (86.129) (3.228 108.702 41.220) (197.297 110.504) (10.669 • At December 31.166 38.456) (96. 2013 6.085) (218.709 40. 31. 2014 6.552) (106. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 16.589 22.084 4.612 Buildings 4.900 19.929) (2.636 1.127 11.685 7.254) (78.099 956 5. These properties have net values of: Dec.

amounted to €173.449.00 each. 196 . 2015. led to the decrease of net equity for an amount of €3.133. transactions in the share capital of SPIE SA were as follows: 17.710 new ordinary shares to Clayax Acquisition Luxembourg 2 S.r.the cancellation of 2.e. 2015 An Extraordinary and Ordinary Shareholders’ Meeting of SPIE SA.337.r.596.REGISTRATION DOCUMENT 2015 / SPIE SA These merged companies had held since 2011 the shareholding of the managers and executives of the Group and represented 14.980. did not impact the Group’s equity but resulted in the following share movements: . amounted to €2. This transaction was completed as of June 9.l prior to the capitalization.50 per share. have adopted the following resolutions which modify the characteristics and amounts of the share capital and consolidated equity of the Group: • the split of the nominal value of the ordinary shares of SPIE SA. 2015.010 ADP A (A Preferred Shares) (i. at a subscription price equal to the IPO price.971 new ordinary shares.the cancellation of 3. with regard of the IPO price decided on June 9.the issuance of 1. which was completed and recognized by the Board of Directors on June 11..010 ADP A (A Preferred Shares). and the resulting multiplication of the number of ordinary shares of SPIE SA.à. i. SPIE 350 RA and SPIE 350 PP). at a subscription price equal to the IPO price.596.102 to 72.102 ordinary shares.r.415. the share capital of SPIE SA amounting to €39. 2015. . the DP A which had not been cancelled in connection with the completion of the mergers of the Management Companies) against new ordinary shares of SPIE SA in accordance with a share exchange ratio based on the IPO price decided on June 9.4 million (including share premiums) and led to the issuance of 10.700. These transactions.958 ADP A (A Preferred Shares) received by SPIE SA in connection with the merger of the four Management companies.. Share capital On January 1. This capital increase. 2015. 2015. The application of the exchange ratio between the shares of each of these Management Companies and those of the company SPIE SA.7  million (share premium included) and led to the issuance of 160.. €16. This transaction.563. following the mergers between SPIE SA and the Management Companies. through the capitalization in full of the receivable held against SPIE SA.l.2% of SPIE SA’s share capital.47 each. 2015.303. thus bringing the total number of ordinary shares from 33.e.à r.l. along with the two Special Meetings of the shareholders holding preferred shares (respectively of the category A and B). • the exchange before cancellation of the remaining 1. Equity 17.511.the cancellation of all of the 1. has led to: . all held on June 9.070.32 and is made up of 154. . .4 million. which was completed and recognized by the Board of Directors on June 11.793. • the merger of the four Management companies into SPIE SA (SPIE 20 RA.968 A preferred shares and 1. During the year 2015.the cancellation of the 1.677 new ordinary shares to Clayax Acquisition Luxembourg 2 S. which were completed and recognized by the Board of Directors on June 11.46 each.e.385. 4.à. 2015.538 new ordinary shares. . the share capital of SPIE SA amounts to €72.00 was made up of 39.943 ordinary shares received by SPIE SA in connection with the merger of the four Management companies. This capital increase.à. 2015. i. Transactions on share capital prior to and related to the IPO on June 10. • a first capital increase in cash reserved to Clayax Acquisition Luxembourg 2 S.50 per share. • a second capital increase in cash reserved to Clayax Acquisition Luxembourg 2 S.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.l. . SPIE 20 PP.l.the issuance of 28.2.156 fully subscribed ordinary shares with a nominal value of €0.980.1.634. 2015. 2015. €16.000 B preferred shares) with a nominal value of €1. As of December 31. This intragroup loan was initially granted to SPIE SA by Clayax Acquisition Luxembourg 5 SCA which then transferred the loan in full to Clayax Acquisition Luxembourg 2 S.634.070 shares (including 33.000 existing ADP B (B Preferred Shares) received by SPIE SA in connection with the merger of the four Management companies.357.076.r. by capitalizing in full the loan owed by SPIE SA. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 17. in order to bring it down from one euro (€1) to approximately €0.à.700. which was completed and recognized by the Board of Directors on June 11.

000 ordinary shares. decided to proceed with a capital increase for an amount of €942. the CEO set forth the definitive terms of the offer in a decision dated September 29. hence an increase of the SPIE SA total nominal share capital of €1.46. resulting in SPIE SA holding 1.000. Initial Public Offering (IPO) on June 10.5.857.4. the Board of Directors. subsidiaries. This capital increase is made by deduction from the share premium. for a gross amount of €23. as well as a loss of €2.233. 197 .498 of its own ordinary shares which Clayax Acquisition 4 SAS had previously received following the mergers of the Management Companies. 2015.17 to €70. Employees shareholders plan “Share for You 2015” – Increase on share capital on December 10.000 fully subscribed ordinary shares.278. 2015. upon delegation of the Mixed Shareholders’ General Meeting held on May 7.283.32. and to charge the expense of the share capital increase. the CEO recognized definitive completion of the capital increase through the issuance of a total amount of 4. Launched in 13 countries. Besides.042.83. the share capital of SPIE SA amounted to €69.32.4637 up to €0. the offering achieved a subscription rate of nearly 43% at Group level.6 million. holding 4. Along with the existing shareholding plans. upon delegation of the Mixed Shareholders’ General Meeting held on May 7. a total amount of €7.500. the corresponding treasury shares were then cancelled resulting in a decrease of net equity of €30.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. who are members of a “plan d’épargne d’entreprise” of the SPIE Group (French company savings plan). the share capital of SPIE SA increased from €69.242 new ordinary shares in connection with a share capital increase which was completed and recognized by the Board of Directors on June 11. 2015 On October 29. The cost of the capital increase.557.793. 2015 As part of its initial public offering on Euronext Paris stock market.47 each.156 new ordinary shares at unit price of €13. i. 17. a loss of €2. In the Group consolidated equity the impact of the Group employees’ discount rate of 20% deducted from the share premium stands at €8.183. by raising the share par value from approximately €0. 17. the Board of Directors. 2015.8 million for the relating tax. 2015 (included) and (ii) the subscription price of one SPIE share at €13. 2015 On July 28.47 million net of taxes.2 million net of tax.816.557. The Board of Directors delegated authority to the CEO for the completion of this transaction. 2015.05. 2015.0 million has been booked in the statement of income relating to the 20% discount.05 after a Group employees’ discount rate of 20% applied to the reference price set at €16. decided on the principle to proceed with a share capital increase reserved for eligible current and former employees and corporate officers of the Company and its French and foreign. and the booking of an issuance premium in local books of €51. On June 11. direct and indirect. 2015. all of the same category.1 million.076. In a decision dated December 10.7% of the Company’s share capital. SPIE SA has raised €700 million (share premium included) through the issuance of 42.57.2 million.3. as of June 11. Following these transactions. The subscription reached an amount of €53.000 employees (representing 53% of the workforce) are now SPIE SA shareholders. 17. there were no longer preferred shares. Share capital increase by increase of the share par value on October 29. has been booked against the share premiums for an amount of €15. 2015 and set in particular (i) the dates of the subscription period opened from October 1 to October 12.424.816.000. The merger of Clayax Acquisition 4 SAS into SPIE SA.915. within the limit of a maximum amount of €68. this means nearly 20.000 and is made up of 150. 2015. The share capital of SPIE SA is entirely composed of ordinary shares of a nominal value of approximately €0.75 million issuance share premium included (before discount and including employer matching contribution).48 on which it has been decided to deduct the necessary amounts to be allocated to the statutory reserve corresponding to the newly created shares.17 divided into 150.e. Consequently. 2015. Acting under this delegation. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements At this stage.

REGISTRATION DOCUMENT 2015 / SPIE SA . 2015.089 4. managed or advised by Ardian and at 19.790 39.47 each. the share capital of SPIE SA amounted to €72.774. 31.96% Employee shareholders (3) 7. Provisions for employee benefit obligations Employee benefits relate to retirement benefits.00% - 154.076 14.5% by the Caisse de Dépôt et Placement du Québec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements After completion of all these transactions.378 2015 2014 Restated 14. Dubilier & Rice at. the split of the share capital of SPIE SA is the following: Number of shares and voting rights Shareholding % of voting rights Total Consortium (1) 63.39% 41.47% 10. managed or advised by Clayton. 31. Dec. 2015. current or former.96% 3. Provisions 18.812 15. Swiss (19%).076.353 259.393 In thousands of euros Retirement benefits Other long-term employee benefits EMPLOYEE BENEFITS In thousands of euros Expense recognized through income in the period Retirement benefits Other long-term employee benefits TOTAL The obligations of the French entities account for approximately 50% of the total commitment. On December 31.32 and is made up of 154. as of December 10.534 1.279 15.1.801.00% Public Treasury shares TOTAL (1) Clayax Acquisition Luxembourg 5 SCA is held at 63. 17. (2) Managers and executives.963 12. The remaining 50% mainly comprises commitments in the German (30%). 2014 Restated 256.100.112 1.139.47% 390 0.793.1% by funds controlled.859 16. (3) Stake held by employees directly or through the FCPE SPIE Actionnariat 2011/2015.71% 60. 2015 Dec. 2015.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. after final completion of the share capital increase reserved to employees.47% Shareholders Caisse de Dépôt et Placement du Québec 6. of the Group before taking into account possible disposals of shares by some managers after the lock-up expiration as of December 9.260.4% by funds controlled.156 fully subscribed ordinary shares with a nominal value of €0.415.156 100.00% 100.099 272. 198 .000 3.39% Managers (2) 16.417 10.076. Note 18.541 244.47% 39.470 41. and Belgian subsidiaries and relates to the local obligations for employee retirement benefits.71% 4. Dutch. pension obligations and other long-term benefits mainly relate to length-of-service awards.

2015 Dec. 2015 Dec.3% Non-executive staff: 3.25% for all staff 3.25% for executive staff 3.25% for executive staff 2.4% Non-executive staff: 3.00% Type of retirement Voluntary departure Voluntary departure Age of retirement Upon acquiring the necessary entitlements to retire on full benefits (in accordance with the 2013 law reform) Upon acquiring the necessary entitlements to retire on full benefits (in accordance with the 2013 law reform) + later retirement scheme + later retirement scheme Future salary increase 3.60% Type of retirement Voluntary departure Voluntary departure Age of retirement 62 years old 62 years old (63 under exception) (63 under exception) Future salary increase 3.75% for non-executive staff 2.25% for all staff Generated average rate of turnover Average rate: 5% Average rate: 5% For all categories of staff For all categories of staff RT Heubeck 2005G RT Heubeck 2005G Mortality table The actuarial assumptions used to estimate the retirement benefits of the Swiss entities are as follows: Dec. 31. 2014 Discount rate 2.50% for all staff 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Actuarial assumptions The actuarial assumptions used to estimate the retirement benefits of the French entities are as follows: Hypothèses France Dec. 2015 Dec.8% Rate of employer’s social charges 50% 50% Mortality table TM / TW 00-02 TM / TW 00-02 Age at start of career (in years) Executive staff: 23 years old Executive staff: 23 years old Non-executive staff: 20 years old Non-executive staff: 20 years old Generated average rate of turnover The actuarial assumptions used to estimate the retirement benefits of the German entities are as follows: Hypothèses Allemagne Dec.9% Executive staff: 4.75% for all staff Generated average rate of turnover Official charts BVG 2010 Official charts BVG 2010 Choice of lump-sum payments at departure date Males: 25% Males: 25% Females: 25% Females: 25% Mortality table BVG 2010 GEN BVG 2010 GEN Age at start of career (in years) 25 years olds for all staff 25 years olds for all staff 199 . 31. 2014 Discount rate 2. 31.60% 2. 31.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2014 Discount rate 0. 31.75% for non-executive staff Tables identical to 2012 Tables identical to 2012 Executive staff: 3.40% Type of retirement Voluntary departure Voluntary departure Males: 65 years old Males: 65 years old Hypothèses Suisse Age of retirement Females: 64 years old Females: 64 years old Future salary increase 1. 31.00% 2.70% 1.

278 129.301) (1.819 566 5 5.541 131.426 48.738 Expected return on assets Interest expense (2.239 Benefits paid (31) 4.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.043 1.456 1.010 6.060 122.REGISTRATION DOCUMENT 2015 / SPIE SA .380 5.077 (6.497 Plan assets 146.043 1.862 1.059 123 6.073 700 154.630) EXPENSE IN THE PERIOD 14.506 5.963 7.220 BENEFIT OBLIGATION 256.678 37. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Post-employment benefits Changes in the provision are as follows: 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated 244.694 3.789 75.966 • Financial costs 4.050 29.820) (238) (1.534 2.493) (3.628) 8.135 392.646 1.241 (2) Other changes BENEFIT OBLIGATION AS OF DECEMBER 31 353 1.746 106 7.873 8.384 131.728 7.061) Contributions paid to the fund (256) (205) (20) Currency translation differences 4.098 (100) 52.211) (87) (6.595 55.447 1.634 74.766 10.718 608 244.378 (263) (105) (3.004 256.467 128 12.963 7.120 1.307 142.278 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated 13.718 608 244.059 125 10.379) (466) (3.618 Operations discontinued or held for sale Expense for the period Actuarial gain or loss to be recognized in OCI (169) 1.534 • Personal costs 10.108 2015 Of which France Of which Germany Of which Switzerland Of which Others 2014 Restated of which: The reconciliation with the financial statements is provided below: In thousands of euros Projected Benefit Obligation liability 403.467 128 12.491) The expense in the financial year is analyzed as follows: In thousands of euros Service Cost during the year Current service cost Past service costs (plan.426 48.827 76.155 4.412) Net interest Expense 7.506 5.862 In thousands of euros Benefit liability as of January 1 Impacts of IAS 19 Amended Effect of changes in the scope of consolidation 1.666 2.789 75.278 200 .013 (37) 14.846 2.541 131.527 148.180) (101) (2.143) (6.646 4.353 (10. changes and reductions) Plan curtailments/settlements (158) 460 (2) (3.

The table below shows the sensitivity of the obligation with discount rates of +/-0.00% 2.20% 115.253 138.50% 130.58% -5.60% 2.318 (6.200 3.138 111. 2015 0.50% 1.201 126.98% Numbers given in thousands of euros. 31.937 (3.298 114.030 124.348 131.50% for the French entities: Rate Present benefit obligation at December 31.25% and +/-0. 31. The table below shows the sensitivity of the obligation with discount rates of +/-0.812 15.25% and +/-0.95% 1.18% -9.35% 2.45% 0.569 4.70% 0.850 126. 201 .112 1.72% 3.778) 7.752) (9.501 Difference 11.223 7.281 118.50% for the German entities: Rate Present benefit obligation at December 31.245 117.859 Benefits paid to beneficiaries (705) (1.75% 2.700) Difference % 9.081) 11.785) (13.20% 0.420 In thousands of euros Benefit liability as of January 1 Business combination 306 Disposals of companies and other assets Expense of the period 1. 2015 1.983) (7.85% 3.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2015 Dec.099 Contributions paid to funds BENEFIT OBLIGATION AS OF DECEMBER 31 There are no plan assets for other long-term employee benefits. 2014 Restated 15.01% 3.42% -3.26% -8.25% and +/-0.62% 5.36% Numbers given in thousands of euros. 2015 Difference Difference % 2. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Sensitivity to changes in discount rates The table below shows the sensitivity of the obligation with discount rates of +/-0.401 119.449 105.10% 146.180) 15.949 15. Other long-term employee benefits (length-of-service awards) Changes in the provision are as follows: Dec.179 (3.42% Numbers given in thousands of Swiss francs.099 14.42% -3.10% 2.50% for the Swiss entities: Rate Present benefit obligation at December 31.26% -6.25% 2.460 122.503 Difference Difference % 8.

270 Warranties and claims on completed contracts 33.428 Litigations Losses at completion (b) 46.872 (23. provisions are presented as “Non-current provisions”.492 thousand since their recognition date.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.278 52. Provisions include: • provisions for contingent liabilities against specific risks in business combinations.398 12.137 Restructuring (a) 20.900) 77 (47) 17.971 7.823 30.861) 623 (980) 73.409 3.604 41. Reversals during the period Translation adjustments Assets held for sale/ discontinued Change in scope/ others (1. The short-term portion of provisions is presented under “Current provisions” and beyond this time horizon. 2015 5.170 (10.786 (63. arising where tax audits have led to proposals from the tax authorities for adjustments in respect of prior years. .422 76.859 Personal costs 1.856 • provisions for litigation still pending on the previous year’s contracts and activities.454 (38.577 16. 202 . the ongoing purchase price allocation process relating to the acquisition of SPIE GmbH led the Group to recognize new provisions for loss on completion for a total amount of €33.802 36.099) 916 (163) 1. 18.240 (102.270 thousand have been used on 2015. 31.057 thousand in connection with loss making contracts recognized at the date of the takeover.685 (15.873) 99 (163) 1.572 Financial costs 77 287 Of which: • provisions for restructuring.224) 582 862 43.788 77.2.127 OTHER PROVISIONS 195. 31. of which. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements The expense in the financial year is analyzed as follows: In thousands of euros 2015 2014 Restated 503 979 (115) 851 Current service cost Amortization of actuarial gains and losses Interest expense Plan curtailments/settlements 77 287 (301) (258) Amortization of past service costs 948 EXPENSE FOR THE PERIOD 1.387 5.183) Dec.035 1. Provisions comprise a large number of items each with low values. These provisions were used and hence reversed in the statement of financial position for an amount of €26.REGISTRATION DOCUMENT 2015 / SPIE SA the incurred and assigned amounts in provisions that stand out due to their significant value are closely monitored. Related reversals are considered as used.673 Tax provisions 14.886 (35.928 Social provisions and disputes 20.576) 4 (1. 2014 In thousands of euros Contingent liabilities Additions during the period 6.506 98.628 (2.526 171.299) (8) 176 10. Dec.818 34.842 • Current 117.112 1. However.000 (13.044) 162 39 42.305) 16. • provisions for tax risks.238) 293 (163) 2. Other provisions • provisions for lawsuits with employees and labor cases. €15.054 • Non-current (a) Restructuring provisions mainly relate to the restructuring costs linked to the integration of SPIE GmbH. (b) In June 2014.

The breakdown into current and non-current by category of provisions for the current period is as follows: In thousands of euros Contingent liabilities Dec.050 (6.503 27.054 98.185 (29.889) 299 28.007 Losses at completion 48.428 10.815 Warranties and claims on completed contracts 36.536 (2.529 59.470 15. 2014 76 101 14.391 39. 31.339 46.695 Restructuring 10.928 38. reversals of unused provisions amounted to €8.422 • Current OTHER PROVISIONS 90. provisions accounted for as at December 31.201 10.713 Social provisions and disputes 20.765 (26.818 The breakdown into current and non-current by category of provisions for 2014 is as follows: In thousands of euros Dec.971 8.928 36.577 151. 2014 Non-current Current Contingent liabilities 6.442 11.387 3.754 thousand.398 13.510 Social provisions and disputes 17.137 4.737) 493 (7.710) 20.563 31.874 195.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.672 Warranties and claims on completed contracts 31.673 - Tax provisions 16.418 7.673 5.409 6.823 Social provisions and disputes 17.570 (12.352) 125 105 43.278 - 10.020 (77. 31.410 Assets held for sale/ discontinued Change in scope/ others Dec.207) 118 4.689 (28.842 73.971 Warranties and claims on completed contracts 37.856 - Tax provisions 14.958 516 52.270 7.387 (196) (1) 196 20.278 Litigations 42.856 6.127 8.189) 562 5.803 117.703 25.398 Losses at completion 16.604 OTHER PROVISIONS 203 .481 195.300 12.063 37.928 Restructuring 20.856 Litigations 59.604 • Non-current 60.788 OTHER PROVISIONS For purposes of comparison. 2015 Non-current Current 5.409 Litigations 52.384 Restructuring 6. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements On 2015.409 - 20.422 77.472 7.876) 50 547 20. 31. 31.835 (47.916 14.624 171. 2014 were as follows: Dec.063 8. 2013 In thousands of euros Contingent liabilities Tax provisions Additions during the period Reversals during the period Translation adjustments 3.546 18.459 10.856 13.866 Losses at completion 43.219) 33.075 78.455 9.110 8.248 13.678 77.818 117.078) 861 5.

934) Other non-current liabilities WORKING CAPITAL REQUIREMENT (a) Receivables include accrued income.184.824) (337. the unused balance will be paid back by the State.789 (d) (901. 2015. Working capital requirement In thousands of euros Notes Dec. French tax credit for competitiveness and employment (CICE) The French Government’s new tax credit for competitiveness and employment (crédit d’impôt pour la compétitivité et l’emploi – CICE) entered into force on January 1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.041) (28.458 per month since January 1. according to the applicable French Dailly Law (loi Dailly).277 Inventories and receivables Inventories and work in progress (net) Trade receivables (a) Current tax receivables 24. The CICE tax credit amounts to 6% of gross payroll for compensation equal to or below 2.885 1. The CICE receivable from the State recognized as a current asset is based on payments and on liabilities recognized related to eligible remunerations in 2015. (e) Other long-term employee benefits correspond to length-of-service awards. 2015 Dec. 2013 for all French companies submitted to tax payment.965 Other current assets (b) 227.555.552 8. on December 8.535) (925.109) (4.099) Other current liabilities (f) (1.416) (1. Thus.105 thousand for the 2015 CICE and of €518 thousand remaining from the 2014 CICE not divested in 2014.662 Other non-current assets (c) 8. the Group has made a partial divesture of its CICE receivable of €27.340) (32.112 303. They represent the amount identified in business combinations that can be contractually claimed from vendors.904 13.1.067) Liabilities Trade payables Income tax payable Other long-term employee benefits (e) (15.935 29.463.812) (15. (c) Other non-current assets mainly correspond to exercisable vendor warranties. 2015 the Board of Directors of SPIE SA authorized the discounted non-recourse sale of the CICE receivable to Natixis. (f) Other current liabilities are mainly composed of tax and social security liabilities and deferred revenue from contracts recorded using the percentage of completion method. 19. (d) Trade and other payables include accrued invoices. The tax loss carry forwards generated by the French holdings do not allow considering the recovery of the CICE claim prior to three years of imputation. 2015. 31.273. 204 . (b) The other current assets mainly include tax receivables and accrued expenses recognized on contracts accounted according to the percentage of completion method.049) (8. . On December 23. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 19.824 1. 2014 24.5 times the minimum legal wage of €1.195) (388. 31.REGISTRATION DOCUMENT 2015 / SPIE SA The CICE is directly charged to the Corporate Tax of the year and of the three following years. At the end of the period.

 31. 19.501.119.951 41. 2014 Dec.091 300.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. Trade receivables past due but not impaired mainly correspond to public sector receivables.535 925. 31. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 19.699 4. Accounts payable Current trade and other payables break down as follows: In thousands of euros Accounts payables Notes payables Dec.529 (37. 31 Not past due < 6 months 6 to 12 months > 12 months 2015 1.119.869 191.654 (a) As at December 31.885 1.727 568. 2015 Dec.699 5.3.555.446) 1.019.646 37.277 In thousands of euros Trade receivables Notes receivables Accrued income Dec.446) 1.463.470 14. 31.2.718 56.614 234.893 2014 1.056.331 (37. 2014 573.041 30.041 205 .370 14.739 1.884 (b) 439.083 770.924 In thousands of euros Past due per maturity (b) Accrued income stems mainly from contracts being recorded using the percentage of completion method.384 Accrued invoices 297.654 832. Trade and other receivables Current trade and other receivables break down as follows: Notes Gross Impairment Net (a) 1.083 5. 31.103 439.103 430. the ageing analysis of net trade receivables is as follows: Dec. 2015 TRADE AND OTHER RECEIVABLES 1.616 ACCOUNTS PAYABLE 901.019.

2015 Dec. Financial assets and liabilities 20.573 1.790 510. from TecnoSpie SA for an amount of €302 thousand.P.REGISTRATION DOCUMENT 2015 / SPIE SA . the amounts of December 2015 include the fully provisioned securities held by SPIE Batignolles T.777 249.736 (212) 289 551. 2014 245.918 thousand. Furthermore.1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.229 Cash and cash equivalents 358. there were no significant change on the Group’s other equity securities. for an amount of €2.013 260.073) (4. 31. securities include the shares of Thermat and Villanova companies. 2015. Non-consolidated shares As at December 31.808 (1.593 490.2. These entities were acquired in December 2015 and will be consolidated in 2016 (see Note 6.229 - - Cash management financial assets 245.777 249. 31.132 (-) Bank overdrafts and accrued interests (53. Net cash and cash equivalents As at December 31.903 Total cash and cash equivalents 603. 2015 Dec.558) 550. from Advago (Greece) for an amount of €26 thousand and from SGTE Ingénierie for an amount of €2 thousand. 20. 2015 non-consolidated shares stand as follows: In thousands of euros Equity securities Depreciation of securities NET VALUE OF SECURITIES Dec. hence a total amount of €1. 2015 net cash and cash equivalents break down as follows: In thousands of euros Notes Marketable securities – Cash equivalents Fixed investments (current) Dec. 31.374 5. 2014 4.1).418 thousand.799 493.088 thousand.197) (19. 31.380 thousand. in Chile for an amount of €2. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 20. The Chilean entity was liquidated.300 1. 206 . The line “equity securities” also includes the shares of SBEI Brazil which has been disposed.418 2.794) 3.013 As at December 31.598 Net cash and short term deposits of the Balance Sheet Cash and cash equivalents from discontinued operations Accrued interests not yet disbursed CASH AND CASH EQUIVALENTS FROM THE CFS AT THE END OF THE PERIOD (a) (a) Cash and cash equivalents exclude the cash and cash equivalents relating to assets classified as held for sale which are mainly composed of cash and cash equivalents from Foraid Algérie for an amount of €1. During 2015.

223.525) (51.013. Consequently. 31.125.458 163. of each year.917 225.693 4.268 300.775) Securitization (g) 286. 2012.968 Facility B (b) - 558.083 18.537 2.675 1. publishing the notice on December 12.3.172 Of which: • Current • Non-current The Group loans are detailed hereafter: (a) SPIE BondCo3 issued a bond on April  4. 2015 upon payment of a premium.600 - Capex (c) - 100.000 53.203 8.803 2.619 3 2. 207 . 2015 March 31. 2014 set the date of January 13.293 228.948 59. The first installment was settled on August 15.664 2.405. 2014 (a) - - 375. 2012 for a principal amount of €375 million. In addition. 2014. 2015. the High Yield Bond issuer SPIE BondCo3 SCA published a “Notice of election to redeem” which formalized its intention to early redeem. for a nominal amount of €375 million maturing on August 15.000 - Second Lien bonds (b) - 185.182. 31.000 Loans and borrowings from banking institutions SPIE BondCo 3 mirror loan Makewhole (a) - - 43.024 558.738 - 168. on January 13. The issuer could redeem all or part of the loan prior to August 15.024 Facility C1 (formerly Facility A) (b) - 163.000 - Facility A (e) 1.734 316. the entire bond loan issued on April 4. and August 15. 2020) (e) 50. the issuer could redeem all or part of the bond upon payment of a “Makewhole” premium.136 12.149) (31.337 309 16.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. Breakdown of net debt Interest-bearing loans and borrowings break down as follows: In thousands of euros Notes Dec.877 19.458 Facility C2 (b) - 228. on or before August 15. 2019.029 552. borrowings and financial liabilities Finance leases Accrued interest on loans Other parent company loans Other loans. 2015 Dec.568 12.269 114 292 289 Total bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) Interests on bank overdrafts (cash liabilities) Other loans. This bond bore interest at the rate of 11% payable on a six-monthly basis on February 15.236 1.408 395. 2015.000 - - 386 492 820 Others Capitalization of loans and borrowing costs (f) (14.000 - - Revolving (maturity May 11. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 20.000 100. 2017) (d) - 70.293 Facility E (b) - 625.000 Revolving (maturity August 31. 2012. 2015 as the earliest date for the redemption of the High Yield Bond.660 1.517. On December 12.113 5.004 1.121. borrowings and financial liabilities Derivatives INTEREST-BEARING LOANS AND BORROWINGS (h) 12.329. The “Notice of election to redeem” must contractually be published one month prior to the effective date of repayment.761 14.

25% has been repaid at the settlement date of the shares as part of the shares’ listing on the Euronext Paris regulated market.1 month Euribor +4.75% - 228.4 million. draw down on May 31.760. 2015.600 - - 1. 31. 2015 Dec.75%.75% - 185.1 month Euribor +3. 2015 1.458 SGN Facility C2 At maturity Floating .REGISTRATION DOCUMENT 2015 / SPIE SA Repayment At maturity Fixed / floating rate Floating .293 Facility E At maturity Floating . These loans have been totally reimbursed at the settlement date The characteristics of these loans reimbursed on June 11.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.75% - 558.00% - 625. 2015. 2015. C1 and C2. (b) On March 31. This new senior credit line has the following characteristics: In thousands of euros Facility A LOANS AND BORROWINGS FROM BANKING INSTITUTIONS 208 .000 1.293 228. for a nominal amount of €1. for an amount of 7.760. month Euribor +2. 2014 SGN Facility B At maturity Floating . FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements of the shares following the shares’ listing on the Euronext Paris regulated market on June 11.024 558. 31. along with the second Capex credit line ACF 2.125. (c) The Capex credit line taken out by SPIE Operations with credit institutions amounting to €100 million with an interest rate based on a 1-month Euribor plus a spread of 3.000 . 2015 has been terminated and totally reimbursed on June 11.125 million on June 11.1 month Euribor (Floor 1%) +7.625% Dec.5 million of euros with an interest rate based on a 1-month Euribor plus a spread of 3.75% - 163. right before the said settlement. (d) The existing “Revolving” credit line available prior to the IPO of SPIE SA with a closing balance of 70 million of euros on March 31.000 - 2nd Lien bonds At maturity Floating . 2015.458 163.1 month Euribor +3. Facility E and Second Lien bonds totaled €1. 2015 March 31.024 SGN Facility C1 (form. 31. 2015. (e) Following the IPO. SPIE SA and Financière SPIE established a new Senior Term Loan (“Facility A”) with a five year maturity.125. 2105 were as follows: Repayment Fixed/floating rate Dec.1 month Euribor +3.375 949.775 In thousands of euros BORROWINGS FROM BANKING INSTITUTIONS The benchmark margin rate (applicable to 1-month Euribor) was defined in the bank covenants of the Luxembourg company SPIE BondCo3 (indirect holding company of SPIE SA) and was subject to change based on the quarterly leverage ratio (Net Debt/LTM EBITDA) as set out in the Senior Facilities Agreement. the Facilities B. Facility A) At maturity Floating .

784 thousand for the Revolving Credit Facility Line. bearing an annual interest rate of 8. 2015. 2015 (except in the event of early termination or termination by agreement). for their total amount. Interests are payable on these two loans under the new Senior Credit Facilities Agreement. on August 29.maximum funding of €300 million. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements A new “Revolving Credit Facility (RCF)” line. with a maturity at August 30. Applicable margins are as follows: . .9 million as at December 31. 2015.4 million. and €3.8 million of principal and interest. Interests were capitalized annually and redeemable at maturity. Swedish Krona or Swiss Francs. of which €10. a floating rate indexed to Libor for advances denominated in a currency other than the euro. and at a floating rate indexed to any appropriate reference rate for advances denominated in Norwegian or Danish Krone. On June  11. (h) In August 2011.7 million from its direct parent company Clayax Acquisition Luxembourg 5 (its majority shareholder before the IPO). from the nominal amount of the respective debt instruments.525% and 1. Transaction costs that are directly attributable to the issuance of financial debt instruments have been deducted. 2015 under the conditions below: .5 million and relates to the two new credit lines (See point (e)). The remaining amount relating to amortized loans (See point (b)) and totaling €51. i. including share premium. 2015 is €14. has been established on June 11. The balance as at December 31. plus the applicable margin. at a floating rate indexed to Euribor for advances in euros. following the Group’s IPO. (See Note 17) 209 . . SPIE SA subscribed a loan with a nominal value of €461. aiming to finance the current activities of the Group along with external growth. has been renewed on June 11.625% and 1.5 million (€293. according to the level of the Group’s leverage ratio (Net Debt/EBITDA) during the last closed semester. 2017.741 thousand relating to the Facility A line. 2015. 2015 has been fully allocated to the profit and loss on June 11.the duration of the Securitization program is a period of five years from June 11. with a possibility to extend the funding to €450 million.4 million in interest was capitalized through a capital increase of €173.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. established on May 15. the remaining nominal amount of €168  million and €5.00%.for the Senior Term Loan Facility (“Facility A”): between 2.525% per year. with a five-year maturity. (g) The securitization program established in 2007 for an amount of 300 million of euros. respectively) of the loan granted by Clayax Acquisition Luxembourg 5 was completed.7 million and €136. according to the level of the Group’s leverage ratio (Net Debt/EBITDA) during the last closed semester. The Securitization program represented funding of €286.for the Revolving Facility: between 2.625% per year. (f) Financial liabilities are presented for their contractual amount. 2020. On January  13. 2015. 2015 the partial repayment of €430.e.1 million as at May 31. 2015 for an amount of €400 million of which €170 million have been immediately drawn.

113.125. 31.548 30.517. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 20.133 The discounted value of future finance lease rental payments is as follows for each maturity date: In thousands of euros Dec. 31.780 Dec. 2015 Loans and borrowings from banking institutions Facility A 1. Scheduled payments for financial liabilities The scheduled payments for financial liabilities based on the capital redemption table are as follows: Less than 1 year In thousands of euros From 2 to 5 years Over 5 years Dec.000 140 246 386 (3.354) (14.271 12.767 1.866 2016 8.484. 31.867 3.866 Accrued interest on loans 7.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.645 52 1.641 29.204 121.929 907 464 443 1.000 Others Capitalization of loans and borrowing costs Securitization 50.138 2018 2. 31. 31.083 1.000 Revolving 1.083 114 114 Total Bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) Interests on bank overdrafts (cash liabilities) Other loans.451 • Variable rate Future debt interest is broken down as follows: In thousands of euros Expected interest on bank borrowings Expected interest on finance lease borrowings TOTAL - 461.494 .008 459. borrowings and financial liabilities 3.459 2.537 309 INTEREST-BEARING LOANS AND BORROWINGS 395.REGISTRATION DOCUMENT 2015 / SPIE SA 0 16. 2015 Less than 1 year From 2 to 5 years Over 5 years Dec.473 Derivatives 3 585 55 4. 2014 5.113 1.757 371.103 3 32.651 8.083 53. 2014 120.378 14.136 3 Other loans.397 2019 1.502 2017 3.525) 286.917 53.633 91. borrowings and financial liabilities Finance leases 4. 2015 2015 Dec.097 91.125.734 309 Of which: • Fixed rate 24.171) (11.748 55 1.4.121.250 1.000 50.581 2020 36 10 Subsequent years TOTAL 210 .917 286.

968 44.738 4.378 14. 20.1 for further details. 2015* Dec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements The reconciliation between the minimum payments to be made in accordance with finance lease contracts and the value of the corresponding financial debt is presented as follows: Dec.494 Finance lease liabilities 12. 31. 2015 In thousands of euros Non-consolidated shares and associated receivables Long-term borrowings (a) 3. 31.756 DIFFERENCE: FUTURE FINANCE LEASE EXPENSES 20.1% of the company and consequently consolidates it under the equity method.136 12. 2014 Minimum payments due on finance leases 16. after applying IFRS 11. the Group acquired “Host GmbH (Hospital Service + Technik)” at the time of the acquisition of the Hochtief GmbH Group’s Services Solutions activities.222 4. Moreover.540 7.925 53.837 2. Other financial assets Dec. 2015 In thousands of euros Dec.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.858 Net income attributable to the Group * Based on available 2014 information for Host GmbH.341 Other OTHER FINANCIAL ASSETS Dec. Gietwalsonderhoudcombinatie (GWOC) BV and Cinergy SAS which were previously consolidated under the proportional method are now consolidated under the equity method.771 - - 379 437 Dividends paid (400) (350) VALUE OF SHARES AT THE END OF THE PERIOD 2.334 1.6.252 8. 2014 12 8. SPIE GmbH owns 25. 2014 2. The carrying amount of the Group’s equity securities is as follows: In thousands of euros Value of shares at the beginning of the period Business combinations Dec. 211 .179 26.242 1.693 20. Financial disclosures from companies accounted for under the equity method In 2013. 31.234 53.045 28.858 2.284 Of which: • Current • Non-current (a) See Note 20.677 Derivatives Long-term receivables from service concession arrangement (“PPP”) Long-term deposits and guarantees 25 167 17.5.787 4.466 61. 31. 31. 31.

780 22 3.790 2.179.713 8.088 Current assets 36. 2015* Dec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Financial information relating to Group companies consolidated under the equity method is as follows: In thousands of euros Dec. 212 . 20. 31.494 8. 2014 Non-current assets 17.613 In thousands of euros Amortized costs Dec.606.804 3.535 901.535 1. FV E: fair value through Equity.110 395.121.515 1.056 227.107.885 227.312 358.931 1.113 .013 603. derivatives) 8.110 8.494 309 901. derivatives) Derivatives Current interest-bearing loans and borrowings Trade payables Other current liabilities 309 FV P/L: fair value through Profit and Loss.273 Non-current liabilities (28.463.910 Liabilities Borrowings and loans (excl.658) 5. 2015 Assets Non-consolidated shares and long-term borrowings 44.356.035 17.056 Derivatives 3 22 25 Trade receivables Other current assets Cash and short-term deposits 245.885 1.7.734 395. 31.997) Current liabilities (19.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.REGISTRATION DOCUMENT 2015 / SPIE SA 1.925 Other non-current financial assets 8.100 549 674 NET ASSET Income statement Revenue Net income * Based on available 2014 information for Host GmbH.463.515 8.931 3.513 5.620 67.777 TOTAL – FINANCIAL ASSETS 245. AFS: available-for-sale assets.171) (22.706 69.346 32.796 2.697) (20.179.121.607. 31.713 Other current financial assets (excl.312 41. Carrying and fair value of financial instruments by accounting category Reconciliation between accounting categories and IAS 39 categories FV P/L FV E AFS Receivables and loans 3.734 309 Other long-term liabilities TOTAL – FINANCIAL LIABILITIES 1.

604.910 2.494 1.494 1. 2015 Dec.365.202 59.801 25 167 25 167 1.535 925.121.007 Dec.802 25 245.236 395.931 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Carrying value and fair value of financial instruments Fair value Book value In thousands of euros Dec.208.056 304.179.007 3. 2014 Dec.133 603.133 2.801 8.356. • Level 2 corresponding to internal model based on external observable factors.885 1.555. 31.182.280 2.174 2.463.440.277 227.777 245.149 304. derivatives) 8.196 Current interest-bearing loans and borrowings 395. 31.269.208.113 4. 31. derivatives) Derivatives Other long-term liabilities 8. 31.607.196 8.463. 2015 Fair value Level 1 Level 2 Level 3 245.236 Trade payables 901.041 901.041 Other current liabilities 1.555.790 510.121.497 1.284 53.497 309 14.182. 2015 Dec.777 25 0 Liabilities Derivatives 309 309 TOTAL – FINANCIAL LIABILITIES 309 309 0 • Level 1 corresponding to listed prices.277 1.179.362 TOTAL – FINANCIAL LIABILITIES 3.675 309 14.574 Other non-current financial assets 8.110 4.113 4.362 1.675 Liabilities Borrowings and loans (excl.110 4.790 510.535 925. 213 .604.925 53. 31. • Level 3 corresponding to internal model not based external on observable factors.607.515 7.931 1.777 Classification by asset or liability level at fair value In thousands of euros Assets Cash and short-term deposits Derivatives TOTAL – FINANCIAL ASSETS 25 245.540 227.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2014 Assets Non-consolidated shares and long-term borrowings 44.734 1.269.885 1.504 1.972 8.446.972 Other current financial assets (excl.713 8.580 Derivatives Trade receivables Other current assets Cash and short-term deposits TOTAL – FINANCIAL ASSETS 603.713 8.734 1.515 7.

1. 21.381 4. decided to put in place ten new interest rate swap agreements. “Facility C1” and “Facility C2” loans which share similar characteristics. When the decision is made to hedge these risks. in compliance with IFRS 13. Derivative financial instruments The Group is mainly exposed to interest rate.2. the Group uses derivative financial instruments to hedge risks related to fluctuations in interest rates and foreign exchange rates. 2011 Clayax Acquisition 4. Forward rate agreement in foreign currency Fair value (In thousands of euros) Under 1 year 1-2 years 2-3 years 3-4 years 4-5 years Over 5 years Total Asset derivatives qualified for designation as cash flow hedges (a) Forward purchases – USD Forward purchases – CHF 19 3. Their valuation stands at level 2 according to IFRS 13. Interest rate risk Financial assets or liabilities with a fixed rate are not subject to transactions intended to convert them into floating rates. but based on a generic model and on observable market data for similar transactions. they are hedged by SPIE Operations by means of an Internal Interest Rate Shortfall Guarantee according to market conditions.965 Forward sales – CHF (23) 1. 214 .982 Liability derivatives qualified for designation as cash flow hedges (b) 2.995 thousand. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Note 21. the impact of the credit risk. According to IFRS 13 relating to the credit risk to be taken into account when valuing the financial assets and liabilities. a wholly held indirect subsidiary of SPIE SA.739 3. These derivative hedging instruments are accounted for at their fair value. has been reversed when the above swaps have been cancelled against a DVA (Debit Value Adjustment) financial profit.764 Asset derivatives not qualified for designation as cash flow hedges Forward purchases – GBP TOTAL FAIR VALUE OF QUALIFIED AND NOT QUALIFIED DERIVATIVES 3 82 3 82 0 0 0 0 0 82 (284) Main derivatives deal with forward purchases and sales to cover operations in US Dollars and Swiss francs.965 5. In the context of its risk management policy.346 4. 2015. as they are not listed on a regulated market.982 243 Forward sales – USD (286) 2. 2015. These swaps were a partial hedge of the “Facility B”. Financial risk management 21. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. the estimation made for derivatives is based on default probabilities from secondary market data (mainly required credit spread) for which a recovery rate is applied. foreign exchange and credit risks within the framework of its export activities.799 0 0 0 0 8. On June 30. As at June 30.739 3 243 22 3.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. the four interest rate swaps existing at the time of the initial public offer have been cancelled and led to the payment in cash of an amount of €11.REGISTRATION DOCUMENT 2015 / SPIE SA 82 On November 17. .418 Total net derivative qualified for designation as cash flow hedges (a) + (b) (287) 0 0 0 0 0 3.418 Interest rate hedges (309) 4.

3. (ii) the Swiss franc currency hedge representing CHF243  thousand for forward purchases and to CHF5. no interest rate swap has been established for the hedging of the new loans. USD Currency commitment amount (i) t h e U S d o l l a r c u r re n c y h e d g e re p re s e n t i n g USD3.107 (3. respectively.739 138 Net commercial risk Financial risk Forward sales commitment Bank debit balance Finance risk receivables Forward purchases commitment Bank credit balance Finance risk payables Net financial risk NET POSITION EXCLUDING OPTIONS - - 1. A +/-10% variation in the US dollar rate would have a negative impact of €100 thousand or a positive impact of €82 thousand on the financial income statement.057 1.102 778 279 (2. The Group examines the possibility to establish new swaps during the first quarter of 2016. 2015.(b) Commercial risk Export invoices 2. 2015.619) 3.518) 290 Import invoices (3.296 (12) (854) 1.765 (2.877 (3.965) 2. Foreign exchange risks on calls for tender are also hedged wherever possible by means of COFACE policies.965) 2. In both cases SPIE Operations hedges itself through forward contracts.109 (52) (8) The fair values of forward purchases and sales of US Dollar represents an asset of €19 thousand and a liability of €(286) thousand as at December 31.700 (319) (3. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements As at December 31.381 1. respectively and a negative impact of €78 thousand or a positive impact of €64 thousand on equity.377) 1. 2015.284 1.102 3.227) 1.965 thousand for forward sales.246 2. foreign currency forward contracts mainly correspond to: Foreign exchange risks associated with French subsidiaries’ transactions are managed centrally by the intermediate holding. Currency amount at historical rate Average rate risk exposure (a) In thousands of euros Equivalent at fixing rate Potential gross difference (b) (a) .700 (319) - - (2.404) 27 (120) 1.241 (2. revalued in counterpart of the other reserves (qualified as future cash flow hedge). given the evolution of variable rates (negative Euribor). The currency risk hedging on the US dollar (qualified in accounting as a cash flow hedge) has an impact on December 31.497) 1. SPIE Operations: • through an Internal Exchange Shortfall Guarantee Agreement for currency flows corresponding to 100% of SPIE Group’s operations.109 (3. 2015 reserves of €259 thousand. 21. Foreign exchange risk As at December 31. • by intermediation for currency flows corresponding to equity operations.246 2. 215 .117) 1.799 thousand for forward sales.109 (830) (287) 57 (60) 1.381 3. The Group’s main foreign exchange risks primarily relate to US dollars and Swiss francs currencies.148 (126) 5 3.739  thousand for forward purchases and to USD2.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.530) 33 912 (1.

• loans granted.421 1.799 Import invoices (1. • Natixis: 14%. • Crédit du Nord: 18%. The Group makes most of its cash investments in money market funds invested in European government securities with banks and financial institutions. 2015 reserves of €(20) thousand.799) 5.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.229 (3.198 1.895) 1.358) 1. 2015.(b) (5.926) 32 (5. respectively and a negative impact of €469 thousand or a positive impact of €573 thousand on equity. 216 .327) 1. respectively.070 5.799) 5.421 1.384) 26 (a) In thousands of euros Commercial risk Export invoices 5. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements CHF Currency commitment amount Currency amount at historical rate Average rate risk exposure Equivalent at fixing rate Potential gross difference (b) (a) .303 1.082 1.070 5.570) 1. 2015: • derivative instruments. Existing derivatives in the Group (forward purchases and forward sales in USD and GBP) are distributed as follows at December 12.232 71 The fair values of forward purchases and sales of Swiss francs represents an asset of €3 thousand and a liability of €(23) thousand as at December 31.384 37 - - - - (5.556) 5. 2015 is not significant (the risk of fluctuation during 2015 is also not significant).158 39 NET POSITION EXCLUDING OPTIONS (1.384 37 243 (224) 1.458 6 4.463 1. The currency risk hedging on the Swiss francs (qualified in accounting as a cash flow hedge) has an impact on December 31. • CA CIB: 37%.086 (226) 2 Net financial risk (5. • trade receivables.082 Financial risk Forward sales commitment Bank debit balance Finance risk receivables Forward purchases commitment Bank credit balance Finance risk payables 243 (224) 1.REGISTRATION DOCUMENT 2015 / SPIE SA .073 1.4. 21.086 (226) 2 - - - - Net commercial risk (5. A +/-10% variation in the US dollar rate would have a negative impact of €357 thousand or a positive impact of €436 thousand on the financial income statement.082 (3. Counterparty risk The Group is not exposed to any significant counterparty risk. revalued in counterpart of the other reserves (qualified as future cash flow hedge).070 5. • BNP Paribas: 31%. Counterparty risks are primarily related to: • cash investments. The estimated amount of credit risk on currency hedging as at December 31.

As at December 31. 217 . Credit risk As at December 31. The policy to improve working capital requirements implemented by General Management plays an important role in improving cash flow. 2015. The use of this program is accompanied by early repayment clauses for certain bank loans. Within each entity. They are coordinated by the Group’s Financial Division and monitored both by the latter and by the various Financial Divisions within each of its subsidiaries. • SPIE Operations is involved in this securitization program as a centralizing entity on behalf of the Group in relation to the depository bank.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. the unused amount of the revolving credit facility (RCF) line stands at €350 million corresponding to. Monthly management charts are used to monitor. risks and results and is in charge of collecting trade receivables regardless of whether or not they have been transferred. 2015 transferred receivables represented a total amount of €526. Payment terms are defined by the general terms of business applied within the Group. among other things. This receivables securitization program allows participating companies to transfer full ownership of their trade receivables to the SPIE Titrisation mutual fund allowing them to obtain funding for a total amount of €300 million. with the possibility to increase the amount to €450 million. Credit risk management remains decentralized at Group level. the Credit Management Department manages and monitors credit activity. These provide the means to assess customer credit taking into account pre-tax invoicing and production data as well as customer data (overdue debts and advances) calculated in terms of the number of billing days. serving more particularly to reduce overdue payments.9 million. Other actions have focused primarily on improving the invoicing process. customer financing at operational level. credit risk is coordinated by the Credit Management function which is underpinned by the “Group Credit Management” policy and a shared Best Practices Manual. The Group introduced a securitization program on its trade receivables which has the following characteristics: • Twelve of the Group’s subsidiaries act as assignors in the securitization program in which assets are transferred to a securitization mutual fund named SPIE Titrisation.2 million with financing obtained amounting to €286. Liquidity risk 21. introducing the securitization program and improving the information systems used to manage the trade item. The main credit policies and procedures are defined at Group level. Consequently. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 21.5.6.

Notes to the cash flow statement 22.144) Cash and cash equivalents provided 3.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.636 Cash and cash equivalents transferred (984) (1) Impact of merger operations (572) - In thousands of euros Consideration paid Transfer price of consolidated investments EFFECT OF CHANGE IN SCOPE OF CONSOLIDATION ON CASH & CASH EQUIVALENTS 218 . 31.736 212 (288) - - 550.475 2. 31. 2015 Dec. and from Advago (Greece) for an amount of €26 thousand. 31.229 Cash 359.593 490.638 Bank overdraft (53.2.598 (-) Cash and cash equivalents of assets held for sale (c) 1.1.574 (-) Accrued interests not yet due (+) Trading securities (short-term) CASH AND CASH EQUIVALENTS AT YEAR-END EXCLUDING ASSETS HELD FOR SALE (b) (c) The cash and cash equivalents related to assets held for sale are mainly composed in 2015 of the cash and cash equivalents from Foraid Algérie for an amount of €1. Reconciliation with cash items of the statement of financial position The following table reconciles the cash position from the cash flow statement (a) and the cash position from the statement of financial position (b) of the Group: In thousands of euros Notes Marketable securities and other investments Dec.088 thousand. 22.238) .REGISTRATION DOCUMENT 2015 / SPIE SA 905 271 (33.388) (74. 2014 245.418 2. 31.083) (19. 2015 Dec. Impact of changes in the scope of consolidation The impact of changes in the scope of consolidation can be summarized as follows: Dec.106 263.269) CASH AND CASH EQUIVALENTS AT YEAR-END INCLUDING ASSETS HELD FOR SALE (a) 551.799 493. from TecnoSpie SA (in Portugal) for an amount of €302 thousand. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements NOTES REGARDING CASH FLOW STATEMENT Note 22.212) (77. 2014 (36.777 249.

 31.1.290 4. 31.079 219 . Related party transactions 23. 2015 Dec. social charges and short-term benefits Long-term benefits (awards) Post-employment benefits EXECUTIVE COMPENSATION Dec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 22.348 75 (33) Net cash flow used in investing activities Net cash flow from financing activities 106 3 (111) 3 (2.321 Cash and cash equivalents at beginning of the period 3. • the transactions between a fully consolidated company and its influential minority shareholders.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.000) 1. 31.418 2.736 Effect of change in exchange rates CHANGE IN CASH AND CASH EQUIVALENTS Reconciliation OTHER NOTES Note 23. • the outstanding transactions non eliminated in the consolidated accounts with companies accounted for under equity method.3.943 1 - - 136 3. 31. 2014 3. 2014 (2. Remunerations and benefits to members of the governing bodies In thousands of euros Salaries. Impact of operations held for sale The impact on the cash flow statement of operations classified as discontinued is summarized as follows: In thousands of euros Net cash flow from operating activities Dec.415 Cash and cash equivalents at end of the period 1. • the transactions with key management personnel and with companies held by these key persons and companies on which they exercise any control.418 1.289 3.2. 2015 Dec. 23. Definitions Are considered as transactions with related parties the five following categories: • the transactions between SPIE Operations and its indirect parent entity SPIE SA (formerly Clayax Acquisition).070) 1.

3 relating to the refinancing of financial debt). 2015 for a total amount of €430.7 million with its direct parent company.461) (90. 2015 when the bond was fully repaid by SPIE BondCo3 (see Note 5. Dec. The table below sets out the Group’s proportionate interest in the assets. Other related parties Clayax Acquisition 3 (subsidiary of SPIE SA) signed in 2012 with the company Clayax Acquisition Luxembourg 5 incorporated under the laws of Luxembourg. 2014 was of €375 million. 2015. 220 . 2014 Non-current assets - 14 89. including the capitalized interests. i.REGISTRATION DOCUMENT 2015 / SPIE SA 73. This agreement ended on June 11. a “back-to-back loan agreement” to benefit from the entire funds mobilized by the bond of €375 million issued by SPIE BondCo3 on April 4. The liability as of December 31. Strategic and Acquisition Committee. Nomination Committee. . 2015 when the loan was fully repaid by SPIE SA to Clayax Acquisition Luxembourg 5 due to the Initial Public Offering as of June 10. 2012 (see Note 20. Clayax Acquisition Luxembourg 5. On December 3. 31.423) 2. Attendance fees In 2015.977 Current assets Non-current liabilities Current liabilities NET ASSETS Income statement Income Expenses 23.5 million (see Note 20. One of them has been nominated as a Senior Independent Director on December 8. These independent Administrators are each member of at least In thousands of euros Attendance fees one of the Committees set up by the Board of Directors. liabilities and net income of these entities: In thousands of euros Dec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 23.390 (268) (3) (87.5. 31. 31. 31. This partial repayment has been executed on January 13.384 (70. 2015 Dec. according to the “AfepMedef” Code. was of €552. 2014.6 million. 2015 Dec. The liability as of December 31. the independent Administrators receive attendance fees.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. the Board of Directors was composed of four independent Administrators.087) (65.3).1 relating to the refinancing of financial debt).: Audit Committee. 2015 (see Note 5.4. Remuneration Committee.e. SPIE’s Board of Directors has decided the partial repayment of the loan granted by Clayax Acquisition Luxembourg 5.563 3. This agreement ended on January 13. parent company of Group SPIE (formerly Group Clayax Acquisition). 2014.3).407) SPIE SA signed on August  29.364 94.918 69. Investments in associates The Group has investments in proportionally recognized joint ventures.3. 2014 104 190 104 190 Other remunerations and fringe benefits DIRECTORS REMUNERATIONS The amount of attendance fees corresponds to a gross amount before deduction of withholding tax by the Company. 2011 a loan agreement of a notional amount of €461. In accordance with their mandates and their functions within the Group. 23.

According to the terms of the agreements signed between SPIE SA and each of the companies included in the tax consolidation group.328 Surety.359 150.1. 2015 Dec. The Group also has a tax group in Germany. and December  31. 31.882 TOTAL COMMITMENTS RECEIVED 13. including. Contractual obligations and off-balance sheet commitments 24.112 87. 2011. Note 24.929 Parent company guarantees 365.882 In thousands of euros Commitments given Commitments received 221 .823 74. There has been no significant transaction between related parties between January  1.179 Insurance guarantees 212. in the UK consisting of SPIE UK Ltd and its UK subsidiaries.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2015.272 13.919 24.618 53.866 421. Tax group agreements SPIE SA (formerly Clayax Acquisition) set up a tax consolidation group on July 1. the French companies (directly or indirectly) held at 95% or more.799 319. the parties to the agreement concerned reserve their negotiation rights to decide whether the former subsidiary should be indemnified. Operational guarantees In the course of its operations. 2014 277. the Group SPIE is required to provide a certain number of commitments in terms of guarantees for the completion of work. guarantees and warranties received 13.824 70. 31.6.977 204. 31.130 31.149 996.2.272 13.982 56.212 210.999 3. SPIE SA can use the carry-forward deficits of the various individual companies. Dec. 2014 Bank guarantees 409.514 82. 2015.313 401.071 364.608 89.311 367. Operating lease commitments Commitments relating to operating lease stand at €329. nor significant modifications between related parties described in the notes to the consolidated financial statements ended December 31. in addition to itself. consisting of SPIE Holding GmbH and its German subsidiaries. 31. and in the Netherlands consisting of SPIE Nederland BV and its Dutch subsidiaries.3 million and breakdown per categories of equipment as follows: In thousands of euros Buildings Cars & trucks TOTAL OPERATING LEASES Dec.220 TOTAL COMMITMENTS GIVEN 987. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 23. the redemption of advances or the repayment of retention money or parent company guarantees. 2015 < 1 year 2 to 5 years > 5 years Dec. If one of the subsidiaries leaves the tax consolidation group.

1 External growth The SPIE Group made the following acquisitions: • On January  1. Hartmann Elektrotechnik based in Germany was acquired by SPIE GmbH for an amount of €15. 2015. commissioning and service. Hartmann Elektrotechnik provides a wide range of ICT and Mechanical & Electrical services including Network. for an amount of €2.3. 2015. which can be accumulated over a period of six years (capped at 120 hours). the company achieved sales of approximately €36 million in 2014. renovating and maintaining electromechanical facilities. Subsequent events 26. The company has 96 employees and generated an annual turnover of € approximately 18 million in 2014. inspection and maintenance management. With more than 300 highly qualified employees operating from six locations across Germany.503 2. Jansen Venneboer is a knowledge-intensive company specializing in engineering.97 million. As of January  1. Pledging of shares As part of the IPO and the implementation of the new refinancing plan. flood defenses and sluice gates. 222 . Consequently. Statutory Auditors’ fees Auditors’ fees are presented as follows in the income statement of December 31.089 Note 26. particularly in the automotive. 933-6 of the French Employment Code entitles employees with open-ended employment contracts under private law to a right to individual training (acronym: DIF) for a minimum of 20 hours per year. Security technologies and Industrial engineering and services – from consulting and design to planning. 933-1 to L. 2004 relating to life-long professional training and social dialogue amending Articles L. Other commitments given and received Individual employee training rights for the Group’s French companies Act No. 2015. Employees’ rights to DIF are retained and continue to exist alongside the CPF: the rights to DIF can be used to exhaustion and up to 2020 at the most. The company has nearly one hundred years’ experience in manufacturing. configuration.544 503 545 2. Automation. installation. The company has a broad and long-lasting customer base of well-known industrial players. 2004-391 of May 4. 120 to 150 hours of training over nine years (20 hours per year the first six years and 10 hours per year for the following three years). the Jansen Venneboer Groep company located in the Netherlands was acquired by SPIE Nederland. no shares were pledged.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2016. the Personnel Training Account (acronym: CPF) replaces the DIF and allows each employee throughout his career have an individual right to training which will aggregate to its maximum. aerospace and petrochemical industries. 2016.000 1.57 million. no measurement can be performed regarding this commitment due to the difficulty in obtaining a reliable estimate. all investment securities pledged by direct and indirect subsidiaries of SPIE SA were subject to release as at June 11.REGISTRATION DOCUMENT 2015 / SPIE SA • On January  8. bridges. As at December 31. Tracking the number of hours of training accumulated corresponding to rights acquired under the DIF and the CPF and the monitoring of the volume of training hours which has not been used are now decentralized and available through an internet portal accessible only by employees as holders of a CPF account. Note 25. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements 24. 2015: In thousands of euros Statutory audit Audit-related services TOTAL EY PwC 2. .

00 Financière SPIE France EUR F. 31. 100. 100.C. 223 .C. 2015 Conso method in 2014* % Holding Dec. a Dutch company located in Jertogenbosch and founded in 1997. CRIC has generated a turnover of approximately €4 million in 2014. France EUR F. 100.00 SPIE Rail (De) GmbH Germany EUR F.00 France EUR F.00 F.C.00 EUR Merged - F. 100. Ingénierie France EUR F. 2014 SPIE SA France Clayax Acquisition 3 France EUR Parent 100. 100.C. Scope of consolidation Scope 1/4 Country Currency Conso method in 2015* % Holding Dec. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements • On January 29.C. 100. 100. 100.C.C.00 F.C. 100. 100.00 F.00 F.00 Soremep France EUR F.00 SPIE Spezialtiefbau GmbH Germany EUR F. 100.T. specialized in installation and maintenance of HVAC (heating. 100.C. ventilation and air conditioning) in Wallonia. for a total amount of €3.: Equity Method.00 F. 100.C. 100. E. 100.: Full Consolidation. SPIE Netherlands acquired GPE Technical Services B.C.C.V.00 Parc Saint-Christophe SNC France EUR F.00 F. 100.00 F.00 Parent 100.00 SPIE International France EUR F. 100. 100.C.C.C.00 SPIE Batignolles T. 100. 100. 100. 100.00 SPIE Enertrans * F. 100. Note 27.C.3 million in 2014. SPIE Belgium acquired the CRIC (Climatisation Réfrigération Industrielle & Commerciale) company.00 F. 31.C.C.C.C. • On February 16.00 F.V.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.P.00 F.G.C. 100. GPE Technical Services B.00 F. generated a turnover of approximately €1.9 million.E.C.C.00 SPIE Operations France EUR F.C. 100.00 F. This small company of seven employees is focused on energy efficiency with specialized know-how in installation and maintenance of steam supply equipment and networks.00 SPIE Batignolles TP Hoch Und Tiefbau GmbH Germany EUR F.00 F. 2016.00 SPIE Infrastruktur GmbH Germany EUR F.00 SPIE Telecom Services GEIE France EUR F.M.C. 100.C. 2016.C.00 S.C. 100. With a staff of approximately 30 employees. 100.C.00 Entity Sub-group SPIE SA (Headquarters) Clayax Acquisition 4 France EUR Merged - F.

100.C.C.M 50.: Full Consolidation.00 F.C.C.REGISTRATION DOCUMENT 2015 / SPIE SA .00 ARM IRM France EUR Merged - F. 100. 100.C. 100.C. 100.00 Projelec France EUR F.C.00 F.00 F. 100. 100. 100. 100. 100.C.C.C. 100.00 France EUR F. 100.C. Morocco MAD F.C.00 Juret France EUR F.C. 100. 31.M.C. 2014 SUB-GROUP SPIE IDF NO SPIE IDF Nord-Ouest France EUR F. 100.00 Comafipar S.M.00 F.00 Sub-group SPIE Est SPIE Est France EUR F.00 Société Nouvelle Henri Conraux France EUR F.C.C.00 F. 100.C. 100.C.C. 100.C.00 Elcare France EUR F.00 Porraz France EUR Merged - F.00 F. 100. 100. 100. 100. 100.00 Boisson France EUR F.00 F.C.00 SPIE Postes HTB France EUR F. 100.00 TecnoSpie SA Portugal EUR F.C.00 Sono Technic France EUR F.00 F.C.00 Sub-Group SPIE Sud-Ouest SPIE Sud-Ouest Thermi France EUR F.C.C.C. 100.00 F. 85.00 Val De Lum France EUR F.C.C.00 Anquetil Climaticiens France EUR F.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.C.C. 100.C. 100.00 Enelat France EUR F.: Equity Method.00 F. 100.C.00 F. 100.00 Technique de Gestion Immobilière France EUR F. 100. 100.00 Instel France EUR Merged - F. 100. 100.00 F.00 Madaule Energies France EUR Merged - F.00 F.C. 31.00 F.A.00 Sub-Group SPIE Ouest Centre SPIE Ouest Centre France EUR F. 100. 100.C. 100.00 100. 50.00 Francilienne de Plomberie France EUR Merged - F. 100. 100.00 E. Madaule Automation France EUR F. 100. 100.C. 85.00 Sipect France EUR F. 100. 100. 100. 100. 100.00 Enelat Ouest France EUR F.C.C.C. 100.00 F.C.C.C.C.C. 100.00 F. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Country Currency Conso method in 2015* Entity % Holding Dec.C.C.C.C.00 Société Narbonnaise d’Électrification (SNE) France EUR F.C.C.00 Gefca France EUR Merged - F.00 F.00 F. 100.00 F. 2015 Conso method in 2014* % Holding Dec.00 Cinergy SAS France EUR E.00 SPIE Maroc Morocco MAD F. E.00 F. 100. 100.C.00 Madaule Et Fils France EUR F.C.00 F.00 Plus Elec France EUR Merged - F.C.00 F.C. 100. 224 .C.00 * F.C. 100.00 F. 100.00 F.C.

100. 90.00 SPIE OGS Gabon Gabon EUR F. 80. 100.00 F.00 F.C.C.00 F.C. 100.00 EUR Merged - F.00 Viscom System SA Switzerland CHF F.00 Malaysia MYR F.00 Saint-Fons Métallurgie France EUR Merged - F. 100.C. 100. 100. 100.C.00 Gb Analyse Industrielle France EUR Outgoing - F. 100.00 Foraid France EUR F.C. 100.00 F.00 F.00 Vista Concept SA Switzerland CHF F.C. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Scope 2/4 Country Currency Conso method in 2015* % Holding Dec.00 F.C.C. 90.00 F. 100.C.C. 100. 100.C.C. 100.C. 100.00 AZD OGS Muscat Llc (Oman) Oman OMR Outgoing - F.00 Foraid Algerie Eurl Algeria EUR F. 100. 100.C. 90. 100.00 Brunei Darussalam BND F.00 United Arab Emirates AED F.00 F.C. 100.C. 99.C. 100.C.C.00 F.C.C. 31.00 100.C. 49.C.00 Iran (Islamic Republic of) USD F.C.C. 100.C.C. 100. 100. 100.00 F.00 Indonesia USD F.00 France EUR F.00 Reyes Industries France EUR Merged - F.C.00 F.00 F.00 F.: Full Consolidation.C.00 F. 90. 100. 2015 Conso method in 2014* % Holding Dec. 80.00 F.C. 100.00 F.00 F.C. 225 .00 F. 100.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 100. 100.C.C.00 Sub-group SPIE Oil Gas & Services SPIE Oil & Gas Services France EUR F.C. 100.00 Fanac & Robas SA Switzerland CHF F.C. 49. Entreprise Trento France EUR F.C.00 F.C.00 Gabon EUR F.C.C.C.C.C.C.00 F. 100.C. 100. 100. 100. 99. 100. 100.00 Almaz SPIE OGS Ltd (Yemen) Yemen EUR F.C.C. 100. 100.C.00 Lions France EUR F.C.00 Electrotech Acem Hamard SA Switzerland CHF F.00 SPIE OGS Asp SDN Bhd (Malaysia) Malaysia MYR F.C.00 F. 100. 100. 100.C.00 F. 2014 SPIE Sud-Est France Générale Maintenance Services (GMS) France EUR F. 90. E. 100.C.00 F. 100.00 F.00 Gemco France EUR F.C.M.00 F.00 Entity Sub-Group SPIE Sud-Est C-Tram Services France EUR F. 100.C.C.00 SPIE OGS Congo Congo USD F. 100. 31.C.C.00 Ipedex SDN Bhd (Brunei) Ipedex Gabon Ipedex Indonesia SPIE OGS (Malaysia) SDN Bhd SPIE OGS Kish Llc (Iran) SPIE OGS Middle East Llc (Abu Dhabi) * F.C.00 F. 100.00 F. 100. 100.00 SPIE Suisse SA Switzerland CHF F.C.00 Somelec France EUR F.: Equity Method.00 SPIE OGS Thailand Ltd Thailand THB F.00 Switzerland CHF F.C.

100. 100.00 F.C.: Equity Method.C.00 Venezuela VEB F.00 Saudi Arabia SAR F. 55. Singapore USD F.C. 2014 Enerfor France EUR F.C.00 F. 100.00 Entity SPIE Oil & Gas Services Venezuela % Holding Dec.00 F. 31.00 SPIE Oil And Gas Services Pty Ltd Australia AUD F.00 F.C.C. 100. 100. * F.00 Belgium EUR F.C.C.C.C. 100.C.00 F. 226 . 100. 100. 100. 100.00 Country Currency Conso method in 2015* % Holding Dec.00 ATMN France EUR F.: Equity Method.C.C.REGISTRATION DOCUMENT 2015 / SPIE SA .C.C.00 * F. Scope 3/4 Entity Sub-group SPIE Nucléaire SPIE Nucléaire SPIE DEN France EUR F. 100.C.C.00 F. 100.C.C.C.C. 100. 75.C.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 100.C.C.00 100.00 F.00 SPIE Infogérance Et Services France EUR F.C. 100.C.: Full Consolidation. 2014 France EUR F. Sonaid will be consolidated in the Group’s accounts under the Equity Method.00 F.00 Angola USD F.00 F.: Full Consolidation.00 France EUR F.C.C.00 United Kingdom GBP F.00 SPIE Nucléaire Solutions France EUR Merged - F.C.00 Australia AUD Dissolved - F. 100.C.C. 55.00 United Arab Emirates AED F.C.00 Sub-group SPIE Communications SPIE Communications Vee Pee France EUR F.C. 100.00 United Arab Emirates AED F. 100.C.C.00 F.00 F.M. E. 100.C. 65. 100.00 F.00 F. 100.C.C.C.C. 31.00 F.C. 100. 100.00 F.00 F.00 F. 31.00 F. 100. 100. 75.00 Plexal Group (Thaïland) Ltd Thailand THB F. 100. 100. 100. 100.00 Services Petroleum & Industrial Employment (SPIEM) SPIE OGS Limited (UK) SPIE Services Nigeria Ltd (a) In 2016.00 F.C. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Country Currency Conso method in 2015* % Holding Dec. 100.C. 2015 Conso method in 2014* Sonaid (a) Angola NGN SPIE Nigeria Ltd Nigeria NGN F. - Nigeria NGN F. 100. 100. 100. E.C. 2015 Conso method in 2014* % Holding Dec. 100.00 Vietnam VND F.C. 100.C.00 F.M.C. 100.C.00 F.00 F. 100.00 Gtmh Nigeria ASB Projects & Resources Pte Ltd SPIE Oil & Gas Services Saudi SPIE Libya SPIE OGS Belgium SPIE Tecnicos de Angola Limitada SPIE OGS Vietnam Ltd SPIE Edgo Energy Ventures Limited SPIE Oil & Gas Services Pty Ltd (Australia) Nigeria NAIRA F. 100. 100. 65. 100.C.00 Libya USD F.00 F. 100.C. 100. 31.C.00 Ycomaz France EUR F.C.00 F.00 F.

00 F. 100.00 F.00 Gebr. Nederland EUR F. Nederland EUR F.C.00 SPIE FS Northen (UK) Limited United Kingdom GBP F. 100.C.C. Indiana Nederland EUR F. 100.C. 100.C.C.M 50.V.00 Infrastructures Services & Projects B. 100.00 Garside And Laycock Limited United Kingdom GBP F.C. 100. 100. 100. 100.00 F.C.V.00 F.00 SPIE Leven Energy Services Ltd United Kingdom GBP F. 100.00 Sub-group SPIE UK SPIE UK United Kingdom GBP F.C.C.00 Devinoxs NV Belgium EUR F.C. 100.C.C.00 Sub-group SPIE Nederland SPIE Nederland B. 100.00 F.00 Vehicle Rental Ireland Limited United Kingdom GBP F.00 100. 100.C.C.C.C. - * F. 100.00 SPIE Czech S.C.: Equity Method.00 F.00 F. Czech Republic EUR F.C.C.00 F.V.C. Nederland EUR F.00 F. 100. 100. 100.V.V. 100.C.C.00 F.00 F.00 F. 2015 Entity Conso method in 2014* % Holding Dec.00 Electric Engineering Installation B.00 Scotshield United Kingdom GBP F.00 E.00 F. E.: Full Consolidation. 100. 100. 100. 100.C.00 F. Nederland EUR Merged - F. 100.00 Thermofox NV Belgium EUR F. Nederland EUR F.00 F. 100.00 F.C.C.C.00 F.00 F.V.00 Vano Electro SA Belgium EUR Merged - F.M 50.C. 100.C.C.C. 100. 100. 100. 100.O.C.C.00 SPIE WHS Limited United Kingdom GBP F.00 F. 100. Nederland EUR Merged - F. Van Der Donk Civiel B.00 F.C.00 Garside And Laycock (St Annes) Limited United Kingdom GBP F. 100.C. 100.C. 100.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.00 Gietwalsonderhoudcombinatie B.C. 100. 100.C. 100. 100. 100. 100.R. 2014 Sub-group SPIE Belgium SPIE Belgium Belgium EUR F.00 100.M.00 SPIE Controlec Engineering B.C. Van Der Donk B. 100.C.C.00 F.V. 100.C. 100.C.00 Uni-D NV Belgium EUR F. 31. 100.00 Vanoverschelde SA Belgium EUR Merged - F.V.C.V. 100.00 Garside And Laycock Group Limited United Kingdom GBP F. SPIE Limited United Kingdom GBP F. Nederland EUR E. 100. 100.00 F.C.C. 100. 31. 100. Kin Sprinkler Techniek B.00 F.C.00 Gebr.00 Alard Electrical Ltd United Kingdom GBP F.00 Deservis NV Belgium EUR F.00 F. 100. 100.00 Nederland EUR Merged - F. 227 .C.00 F. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Country Currency Conso method in 2015* % Holding Dec.C.C.C. 100.00 Elerep NV Belgium EUR F.C.C.00 Klotz B.00 Devis NV Belgium EUR F.C.C. SPIE ENS Limited United Kingdom GBP F. 100.C.

100.00 Stadion Nuernberg Betriebs GmbH Germany EUR Outgoing - F.C.A.C.C. 31.C.C.00 SPIE Energy Solutions GmbH Germany EUR F. 100. 100. 100.C.00 F.00 F.00 F. 100.: Full Consolidation.C.90 Host GmbH Hospital Service + Technik Germany EUR E.00 SPIE ICS AG Switzerland CHF F.O.C. 100. 100.E Facility Management GmbH Germany EUR F. 100.A. 51. 228 .C.00 Sub-group SPIE ICS (ex-Connectis) * F. 74.00 F. 100. – Buro Anlagen Leasing GmbH Germany EUR Merged - F. FINANCIAL POSITION AND RESULTS OF THE GROUP Notes to the consolidated financial statements Scope 4/4 Country Currency Conso method in 2015* % Holding Dec.00 F.C.: Equity Method. 100. 100. 100.00 Poland PLN F.00 F.C. 100.C.C. 100.C. E.00 Switzerland CHF F.00 SPIE Energy Solutions Harburg GmbH Germany EUR F.10 Bahreïn BHD Liquidated - F. 100.C. 100.C. 65. 100.00 F.C.00 SPIE Hellas S. 100.00 F.90 F. 74.C. 100. Fleischhauer Ing. 100.E Facility Management Kft Hungary HUF F. 100.C.C.00 Car.00 SPIE Fleischhauer Germany EUR F.00 F.C.00 F. 51.00 Hungary HUF Outgoing - F.00 Softix AG Switzerland CHF Merged - F.00 SPIE Schweiz Ag G.00 Facility Management Bahrain Wll Schloss Herrenhausen GmbH Germany EUR F.10 E.C.00 Car.C. 100.C. GmbH Germany EUR F.00 F. 100.C. 100. Fleischhauer GmbH Germany EUR F. 2014 Sub-Group SPIE Holding GmbH SPIE Holding GmbH Germany EUR F.C.M 25. 100.C.C.C.00 FMGO GmbH Germany EUR F.90 G.REGISTRATION DOCUMENT 2015 / SPIE SA .C.C. 100.C.00 SPIE GmbH Germany EUR F. 31.00 F. 100. 100. 65.C. 100. SPIE Hungaria Kft SPIE Polska Sp Z.C. 51.00 SPIE Deutschland System Integration GmbH Germany EUR F.C.C.00 Advago S.C. 74.00 F.C.O Greece EUR Outgoing - F.00 G.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.00 F.00 G. Greece EUR F. 2015 Conso method in 2014* Entity % Holding Dec.00 F.C.M.C. Fleischhauer Verwaltungs GmbH Germany EUR Merged - F. Fleischhauer TV Communications GmbH Germany EUR Merged - F.M 25. 100. 100.00 Cromm Und Co.C. 100.

3 to the consolidated financial statements which disclose the terms of financial debt refinancing and its impact on the consolidated financial statements for the year ended December 31. the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2015. Opinion on the consolidated financial statements We conducted our audit in accordance with professional standards applicable in France. In our opinion. FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors’ report on the consolidated financial statements for the year ended December 31. as well as the overall presentation of the consolidated financial statements. for the year ended December 31. 2015 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union. These consolidated financial statements have been approved by the Board of Directors. I. This information is presented below the audit opinion on the consolidated financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. 229 . those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. 2015.3 which disclose the conditions of the initial public offering of SPIE SA and its impact on the consolidated financial statements for the year ended December 31. This report should be read in conjunction with and construed in accordance with French law and professional auditing standards applicable in France. 17. • the justification of our assessments . we hereby report to you. whether modified or not. These assessments were considered for the purpose of issuing an audit opinion on the consolidated financial statements taken as a whole and not to provide separate assurance on individual account balances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made.2.2.1 and 20. on: • the audit of the accompanying consolidated financial statements of SPIE SA . In compliance with the assignment entrusted to us by by both a collective decision of your partners and your statutes.2 and 17. to obtain audit evidence about the amounts and disclosures in the consolidated financial statements.1. using sampling techniques or other methods of selection. 2015 and to Notes 5. SPIE SA Year ended December 31. An audit involves performing procedures. This report also includes information relating to the specific verification of information given in the Group’s management report. • the specific verification required by law. 2015 20. we draw your attention to Notes 5. transactions or disclosures. 2015 Statutory Auditors’ report on the consolidated financial statements To the Shareholders. Auditors’ report on the consolidated financial statements for the year ended December 31. Without qualifying our opinion. Our role is to express an opinion on these consolidated financial statements based on our audit. The statutory auditors’ report includes information specifically required by French law in such reports. 2015 This is a free translation into English of the statutory auditors’ report on the consolidated financial statements issued in French and it is provided solely for the convenience of English-speaking users.

as set out in Notes 3. 2015 II.18 and 18. We made sure of the reasonableness of the assumptions and of the related estimates. • Your Group records provisions on risks associated with its current activity. 2016 The statutory auditors PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas 230 . As part of our assessment of the accounting principles applied by your Group. records impairment charges for its tangible and intangible assets. We reviewed these provisions based on the procedures implemented by management to identify and evaluate risks. FINANCIAL POSITION AND RESULTS OF THE GROUP Auditors’ report on the consolidated financial statements for the year ended December 31.We reviewed the assumptions and the valuation methods used by your Group and we made sure of the reasonableness of these assumptions and of the related estimates.4 of the consolidated financial statements.10 and 14.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.1. 823-9 of the French Commercial Code (code de commerce) relating to the justification of our assessments. • Your Group records provisions on employee benefits. Justification of our assessments In accordance with the requirements of article L. Neuilly-sur-Seine and Paris-La Défense. as set out in Notes 3.2. We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.REGISTRATION DOCUMENT 2015 / SPIE SA . as set out in Note 3.17 and 18. We made sure that the method is appropriate. if necessary. we verified the application of this method. a detailed review of the identified risks and related estimates. III. and that the estimates used for the valuation of those assets are appropriate. April 20th. as set out in Notes 3. and therefore contributed to the opinion we formed which is expressed in the first part of this report. Our work consisted in assessing the existing procedures. We made sure that the method used and the related disclosures are appropriate. reviewing data and assumptions used by operational and financial managers for the most significant contracts. Use of estimates • Your Group evaluates and. and a subsequent events review to corroborate these estimates. Specific verification As required by law we have also verified in accordance with professional standards applicable in France the information presented in the Group’s management report.2. These assessments were made as part of our audit of the consolidated financial statements taken as a whole. we bring to your attention the following matters: Accounting principles • Your Group applies the stage of completion method for recognition of revenue and income from services rendered.

....254 FINANCIAL LIABILITIES AND OTHER INFORMATION ... ASSETS BALANCE SHEET ......... EXPENSES PAYABLE .......247 8...............253 4................................. REMUNERATIONS ALLOCATED TO THE EXECUTIVE OFFICERS................ PROVISIONS ......... Company’s annual statutory statements for the financial year ended December 31....................................................251 2................................. NUMBER AND PAR VALUE OF THE COMPONENTS OF THE SHARE CAPITAL .................................................257 7......................254 7............................................... LIST OF SUBSIDIARIES AND EQUITY INTERESTS ...........................256 5........................237 ADDITIONAL INFORMATION RELATIVE TO THE BALANCE SHEET ................................254 6................................................. COMPANY’S STATUTORY STATEMENTS 20......................2.242 3.244 2.................................................CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS...............................................................................................250 9......................................250 8...................................................................... ACCOUNTING RULES AND METHODS.. TRANSFERS OF EXPENDITURE ..................... FINANCIAL LEASING ......................258 10..........2.......243 1.......................... STOCKS AND WORKS IN-PROGRESS ..........255 5..........................252 2...................... 240 1.... INCOME RECEIVABLE ................. IDENTITY OF CONSOLIDATING COMPANIES..... 232 12.................................. FINANCIAL INCOME ................................................................243 1................... BREAKDOWN OF REVENUES ..................256 6................................. WORKFORCE ............................ EQUITY INCREASE/DECREASE ...........................255 7. INFORMATION RELATIVE TO MERGER AND SIMILAR OPERATIONS ...250 4........1..............................................................259 231 . EXCEPTIONAL INCOME ... 252 3.............236 2.... FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 20..... MANAGEMENT OF THE RATE RISK ..................................................... 233 ADDITIONAL INFORMATION RELATIVE TO THE INCOME STATEMENT ............. 236 1.......................................... NOTES TO THE ANNUAL ACCOUNTS ....................................... COMMITMENTS RECEIVED ...... RECEIVABLES AND DEBTS .....252 3........ DEFERRED TAXATION .............................................................. INCOME TAXES.................................................................................................................. LIABILITIES BALANCE SHEET ..251 9............ AFFILIATED COMPANIES: ELEMENTS PERTAINING TO SEVERAL BALANCE SHEET ITEMS ... AMORTISATIONS ........................... PERSONNEL BENEFITS: ................ INCOME STATEMENT ................................................................................................. 2015 CONTENTS 1..................................................... 234 4............246 3.................255 6.................................240 2....................................... COMMITMENTS GIVEN ......253 5................................... 255 4...... SIGNIFICANT EVENTS ..... OTHER OPERATIONS NOT RECORDED ON THE BALANCE SHEET..... PREPAID INCOME & EXPENDITURE .......258 11.............. FIXED ASSETS ...........................

595 856.020 7.849.574 148.000.416 Total Cash assets 39.102 Total financial assets 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 1.REGISTRATION DOCUMENT 2015 / SPIE SA .440.599.671.020 Cash assets 32.169 856.163 318.627 316.588.689 Trade and related receivables Other receivables 2.169 1.000.671.907.102 Total Fixed Assets (II) 1.549 4.595 1.164.595 1.022.674. Assets Balance Sheet Financial year 2014 Financial year 2015 Balance sheet – Assets (in euros) Gross Amortisations Net Net Uncalled share capital (I) Start-up costs Development costs Concessions.669.258 2.123.460 1.549 39.356 316.416 Prepaid expenditure Total Circulating assets (III) 2.258 2.922 2.332 1.440.107 318.880.123.837.163 166.000.164.247 Unpaid called-up share capital Total Receivables Investment securities (of which treasury shares) 7.669.849.834.689 75.529 32.102 Other intangible fixed assets Advances on intangible fixed assets Total intangible fixed assets Land Buildings Plant and machinery Other tangible fixed assets Fixed assets in progress Advances and deposits Total tangible fixed assets Equity interests accounted for under the meq method Other equity interests Receivables concerning equity interests Other capitalised securities Loans Other financial assets Raw materials.170.620 313.574 1.713.907.242.164.164.574 148.669.588.562 Loan issue costs to be amortised (IV) Bond redemption premiums (V) Unrealised gains (VI) GENERAL TOTAL (I TO VI) 232 .880.674.242.434 163.669.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.434 313.595 856.440.574 148.834.440.837.356 164. consumables Production of goods in progress Production of services in progress Interim and finished products Goods Total Stock Advances and deposits paid on orders 75.922 885.332 1.529 4. patents and similar rights Goodwill 148.

296 Carry forward (25.671.733.562 Prepaid income Total debts (IV) Unrealised losses (V) GENERAL TOTAL – LIABILITIES (I TO V) 233 .070 1.830.442.074) Investment subsidies Regulated provisions Total equity (I) 33.907.849.812.496.550 Income from issue of non-voting shares Conditional advances Total other equity (II) Provisions for liabilities Provisions for charges 5.501 Miscellaneous borrowing and financial liabilities (of which equity loans) Total Financial liabilities Advances and deposits received on orders in progress Debts on fixed assets and related debts Other debts 40.041.793) Issue.371 408.241.634.705.241.170.705.164 1. Liabilities Balance Sheet Balance sheet – Liabilities (in euros) Individual or share capital (of which paid: 72.192 Convertible bond loans Other bond loans Borrowing and debts with credit institutions 408.706. Financial year 2015 Financial year 2014 72.193.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.957 459.829.619 INCOME FOR THE FINANCIAL YEAR (PROFIT OR LOSS) 184.998. contribution premiums.350.492 7 596.699.946 41.454) 157. merger.022.963.170 3.464.826.579 8.875.858 Tax and social debts 3.332 1.793 39.296 Revaluation surplus (of which equivalence difference) Legal reserve Statutory or contractual reserves Regulated reserves (of which reserve for prov.354.863 Supplier debts and related debts 8.331 370.424 7.415.820 1.579 8.658.156.598 Total Operating Debts 51.439 356.170 3.291 2. etc. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 2.159.661 51.743 1. price fluctuation) Other reserves (of which reserve for purchase of original artists’ works) Total Reserves 7.828.793.041.415.831 648.639 7.230 (26.192 Total provisions for liabilities and charges (III) 5.159.171 596.000.

011 96.VI) 159.256.178 29.II + III .372 1.919.442.507 (77.029 35.635 Net revenues 4.429.393) Profit attributed or loss transferred (III) Loss borne or profit transferred (IV) Financial income from equity interests 219.REGISTRATION DOCUMENT 2015 / SPIE SA .053.361 2. transfers of expenses Other income 8.987) PRE-TAX CURRENT INCOME (I .161.348.IV + V .442.570 (13.275.056.361 4.442.361 4. duties and similar payments Operating allocations • on fixed assets Allocations to amortisations Allocations to provisions • on circulating assets: allocations to provisions • for liabilities and charges: allocations to provisions Other expenditure Total operating expenditure (II) OPERATING INCOME 111.560.891.522.314 136.812.779.339 Total operating income (I) Purchases of goods (including customs duties) Inventory change (goods) Purchases of raw materials and other consumables (including customs duties) Inventory change (raw materials and consumables) Other purchases and external expenditure Taxes.720.608.491.518 379.798 379.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.147.917 210.124 Production in stock Capitalised production Operating subsidies Reversals on amortisations and provisions.361 2.926 45.737) Salaries and wages 3.521 1.590 (14.301 FINANCIAL INCOME (V .728.714 167.380) 234 .117 44.720.015 3.317.052.249) (32.905.314 Reversals on provisions and transfers of expenses Exchange rate gains 41 Net income on assignments of investment securities Total financial income (V) Financial allocations to amortisations and provisions Interest and similar expenditure Exchange rate losses 219.203.048. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 3.240 Income from other securities and capitalised asset receivables Other interest and similar income 42.053 418 4.042 44.366 184.442.703.VI) 173.780 2.141 17. Income Statement Financial year 2015 Income Statement (in euros) France Export Financial year 2014 Sales of goods Production sold goods Production sold services 4.208 211 167 Net expenditure on assignments of investment securities Total financial expenditure (VI) 46.635 72.756 (44.809 1.443 Social charges 2.556.177 10.

284.868.812.171 Total exceptional expenditure (VIII) 37.421) (50.347.256) Total income (I + III + V + VII) 253.806.165 29.347.347.395 3.074.491 Employee profit sharing (IX) Total expenditure (II + IV + VI + VIII + IX + X) PROFIT OR LOSS (TOTAL INCOME – TOTAL EXPENDITURE) 68.830.816 6.698) 28.050) 29.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.816 Reversals on provisions and transfers of expenses Total exceptional income (VII) Exceptional expenditure on management operations Exceptional expenditure on capital operations Exceptional allocations to amortisations and provisions 29.156. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Income Statement (in euros) (continued) Financial year 2015 Financial year 2014 Exceptional income on management operations Exceptional income on capital operations 29.244.440.160.564 184.751.074) 235 .050 Income taxes (X) (32.527 (28.VIII) (7.230 (26.816 7.515 (28.050) EXCEPTIONAL INCOME (VII .

to the benefit of employees members of the SPIE Group Savings Plan. 2015 The maximum amount of €5.332. 2015. the holding companies Clayax Acquisition  3  SAS and Clayax Acquisition 4 SAS. the Board of Directors of SPIE SA adopted decisions which consisted of undertaking operations to refinance the debt of the Group. an offer for subscription of SPIE SA shares (holding company of the SPIE Group). • at the level of 50% from €1.933 nominal as of June 11.1. depending on the level of leverage (Net Debt/EBITDA) of the SPIE Group during the last closed semester.000. The company was floated on the Euronext Paris stock market on June 10. 2015 in the following operations: • drawdown of an additional finance facility “Facility E” of €625 million.907. 1. The financial year has a duration of 12 months. • redemption of the High Yield Bonds in their entirety for a sum of €375 million.400.42 for the financial year. • issuance of “2nd Lien Bonds” in the sum of €185. covering the period from January 1. 2015. 2014.5 million. was initiated on October 1. This employer’s contribution was recorded in personnel expenses in the company accounts.01 to €3.2. which were materialised on January 13. 2015 to December 31.400 gross employer’s contribution that could be applied corresponds to the limit authorised by the legislation. 2015. On June 11.000 payment of each employee subscriber. 2015. 2015.1 million and the continued recognition of exceptionnal amortization of acquisition costs for the shares of Financière SPIE (€39 million) amortized over 60 months and whose residual amortization period is scheduled to end in August 2016.6 million. with retroactive effect as of January 1. 236 .REGISTRATION DOCUMENT 2015 / SPIE SA The payment made by the company for the gross employer’s contribution of the FCPE sub-fund “SPIE Actionnariat 2015” amounts to €4. Process to Refinance the Financial Debt On December 3.671. Prior operations on the share capital linked to the Initial Public Offering are described in section 7 “Equity Increase/ Decrease” of the note “Additional Information relative to the Balance Sheet”. within the framework of its Initial Public Offering. 2015. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 4. Initial Public Offering of June 10.625% and 1. was undertaken during December 2015.230. in principal and accrued interest. 2015 amounts to €1. Pursuant to the legal provisions.08. within the framework of the existing SPIE Group Savings Plan (“PEG”). The company generated an income of €184. SPIE SA thus contracted a first rank term loan (Facility A) of a maturity of five years with “bullet” repayment for a sum of €408.625% per year.3. This new senior credit facility bears interest at a variable rate indexed to the Euribor 1 month increased by a margin at a rate between 2. in order to draw on those governed by a new Senior Credit Facility signed on May 15. Significant Events • and at the level of 20% above €3. 1. 1.000 payment of each employee subscriber.039. . Employee Share Ownership Plan and employer’s contribution paid within the framework of the establishment of the sub-fund “SPIE Actionnariat 2015” of the Employee Mutual Fund (FCPE) An offer to subscribe to the share capital of SPIE SA reserved to employees. The conditions of subscription provided a gross employer’s contribution to be paid respectively by each employer company of the SPIE Group under the following conditions: • at the level of 100% up to €1. 1. The subscription achieved 97% of the maximum authorised amount of €55 million. • early repayment of the Loan granted by Clayax Acquisition Luxembourg 5 SCA (majority shareholder of SPIE SA) in the sum of €430. In order to simplify the Group’s organization.000 payment of each employee subscriber. Notes to the annual accounts The balance sheet total for the financial year having ended on December 31.830. the Group repaid all its finance facilities. 2015. respectively direct and indirect subsidiaries of SPIE SA.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. via a new sub-fund “SPIE Actionnariat 2015” specially created for this operation within the employee mutual fund (FCPE) set up in 2011. were merged into SPIE SA in the context of the Group’s IPO. This results in a technical merger loss for an amount of €146.

• site equipment and tools: 4 to 30 years. They are the subject of an impairment test where there is an indication of impairment loss. Accounting Rules and Methods The annual accounts for the financial year 2015 are presented in compliance with the general rules applicable in the matter and in accordance with the prescription of the General Chart of Accounts and the Professional Chart of Accounts for Building and Public Works Industries. and relative to the treatment of purchase costs of equity securities. Equity securities are the subject of a systematic impairment test upon closure which leads to recording of a depreciation when the current value of the securities owned falls below its net book value. Consequently the purchase costs incurred by the company during the financial years having ended since December 31. 2. Research and development costs are not capitalised. 2. 2006. the provision relates to this as a priority. • fixed equipment and tools: 8 to 30 years. • independence of financial years. Capitalised Securities Securities are presented on the balance sheet at their purchase cost. 2012. which leads to recording of a depreciation when its current value is less than its net book value. the Emergency Committee of the CNC gave the possibility to companies having opted in 2005 for their immediate deductibility to modify the accounts treatment option selected in 2005. The software is amortised over a duration of 12 months in accordance with the linear method.1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2. However. The basic method used to evaluate the elements recorded in the accounts is the historic costs method. the merger deficit and the software. SPIE  SA has provided services which are re-invoiced to SPIE Operations in compliance with a service provision agreement signed on December 21. in compliance with the terms defined by the French General Tax Code Art. are now integrated into the cost price of the securities and are tax deductible by means of amortisation over a period of five years. 237 . FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 2.2.3. Purchase cost of equity securities: Owing to the change in tax legislation introduced by the 2007 Finance Act. and linked to the acquisition of equity securities during these same financial years. The goodwill is not amortised. 2. • IT office equipment: 4 to 10 years. in compliance with the following basic assumptions: • continuity of operation. The durations of amortisation generally used are as follows: • buildings: 20 to 30 years. only for equity securities as defined in Article 39-1-5 of the French General Tax Code. Amortisations are calculated in accordance with the linear or sliding scale method according to the planned duration of use. Productions of fixed assets by the company do not include financial costs or Registered Office costs. The technical merger or combination deficit resulting from operations of mergers or universal transfers of assets are recorded on the assets and are not amortised. It is the subject of a systematic impairment test upon closure where there is an indication of impairment loss. 209-VII. The other intangible fixed assets are amortised according to their duration of use. Intangible Fixed Assets The intangible fixed assets mainly include the goodwill. In particular. Recognition of Revenues Since 2013.4. 2. as the cash current account is the primary receivable with immediate liquidity. Tangible Fixed Assets The tangible fixed assets are valued at the acquisition cost excluding interest from specific loans. • permanence of methods. • transport vehicles: 4 to 30 years.5. the intangible fixed assets integrate a technical merger deficit which results from the merger of Clayax Acquisition 3 and Clayax Acquisition 4. Affiliated Companies The amounts that are indicated in the different tables concerning the affiliated companies relate to operations undertaken with the subsidiaries of SPIE Operations and the company SPIE SA. and with respect for the principles of prudence and continuity.

The book value of the 390 treasury shares amounts to €7. 2003 on the rules of accounting and valuation of pension liabilities and similar benefits. the provisions deemed necessary are constituted to cover the estimated liabilities. The unfinanced part is the subject of a provision for pensions on the balance sheet. These plans are either partially financed. cash assets and bank facilities denominated in foreign currency are discounted and recorded at the closing price of the financial year. after any opinions of external advisors. commercial or labour tribunal litigation. The provisions constituted result from disputes over business.020. or unfinanced. a check for indication of impairment loss is undertaken on all assets. on a customer-by-customer basis. where applicable. The cost of past services is amortised. Stocks and Products in Progress 2. Receivables overdue by more than six months are also the subject of a provision. Later Monitoring of the Value of Assets Receivables and Debts Pursuant to CRC Regulation 2002-10. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 2. Where applicable. in accordance with a linear method. 2015. each of the known disputes is the subject of examination on the date of drawing up the accounts. renewable tacitly unless terminated by one of the parties. N/A. • at the EONIA rate increased by 1/4 per cent for interest relative to the cash requirements financed.00. Bad debts. as absorbing company. 2005.1. with their assets being then managed separately and independently from those of the company. and when the amount of the obligation can be reliably valued. Pension Liabilities and Similar Benefits Since January  1.10.46. 2015 do not entail any significant impact on the valuations of the receivables and debts denominated in foreign currency. Actuarial differences representing less than 10% are not recorded. 2. according to the assessment of the risk of non-recovery. It is registered in the account “50200 – Treasury shares” as of December 31.12. Provisions for Liabilities and Charges A provision is constituted when the company has a legal. The exchange rate differences between December 14. and each of the four Management companies. are valued by an independent actuary in accordance with the projected credit units method. The liabilities of the company resulting from defined benefit plans.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. Generally.01 of April 1. Cash Assets & Bank Facilities in Currency Where applicable. and their cost. the recoverable value of these assets is assessed and a provision for depreciation is recorded if the book value is greater than the recoverable value. and the determined benefits in accordance with the provisions of the collective agreement. 2. 2015. The Group cash current accounts are governed by cash agreements between the parent company and its subsidiaries for a duration of one year. For the defined post-employment benefits. • the merger between the company SPIE SA. the company has applied CNC recommendation 2003-R. 238 .6. 2015 and December 31. when it is probable that an outflow of resources will be necessary to extinguish the obligation.REGISTRATION DOCUMENT 2015 / SPIE SA 2. 2. Receivables and debts were recorded at their nominal value. This method consists of valuing the liabilities according to the projected final salary. 2015. give rise to the recording of provisions for impairment. actuarial differences representing more than 10% of the amount of the liabilities or the market value of the investments are amortised over the residual average duration of presence of the employees within the company.7. receivables and debts denominated in foreign currency are revalued and recorded at the price of December 14. as absorbed companies. 2. company agreements or legal rights in force. The provisions for risks also include the estimated losses on completion on business outstanding which is provisioned for the part not yet executed. regulatory or contractual obligation resulting from prior events. the company SPIE SA holds 390 treasury shares corresponding to the unassigned fractional shares consecutive to: • the stock split and consecutive division of the ordinary shares nominal value reduced from 1 euro (€1) to approximately €0. or other risks. with a view to accelerating the closure process. The compensation rates are calculated in accordance with the following criteria: • at the EONIA rate reduced by 1/16th per cent per annum for interest relative to the surplus cash invested. As necessary.8. determined.11. over .12. and. Treasury shares After the IPO on June 10.9. Personnel Commitments 2.

retirement age at full rate) correspond to the full rate in accordance with the Fillon law from a default career start age and taking account of the 2013 reform (progressive increase of one quarter every three years of the duration of contribution required to benefit from a full rate pension. the income expected from investments. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements the average duration remaining until the corresponding rights are acquired to the personnel. With regard to the valuation of the pension liabilities.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. and the costs of past services resulting from any plan changes. Not having information making it possible to allocate the share of the obligations and assets. and the Decree of July 2012 which extended the early retirement system for long careers to insured parties giving evidence of starting work before the age of 20. Labourers’ lump sum payments on retirement are covered by an inter-company defined contribution scheme (Caisse BTP/CNPRO plans). Employees’ DIF rights are kept and continue to exist alongside the CPF: the DIF rights can be used until exhausted. from 120 to 150 hours of training over nine years (20 hours per year for the first 6 years.3. 2. The monitoring of the aggregate volume of training hours corresponding to the rights acquired under the DIF and the CPF. the financial cost linked to the discounting of liabilities. are now decentralised and can be viewed through an internet portal only accessible to holders of a CPF account. 2004 on professional training throughout life and social dialogue. this duration will be raised to 43 annual payments from the 1973 generation). Other Long Term Benefits 2. The annual expenditure recorded over the financial year for the defined benefits plans represents the rights acquired over the period by each employee corresponding to the cost of services delivered. particularly the liabilities relative to length of service awards. 933-1 to L. the amortisation of actuarial differences. Individual Employee Training Rights (DIF) and Personal Training Account (CPF) The pension provision is calculated to the benefit of active personnel. modifying Articles L. plus the consequences of any reductions and liquidations of plans. These terms also take account of the progressive increase of the legal minimum retirement age from 60 to 62 years (2010 reform). the liabilities are valued in the same way by an independent actuary. The actuarial differences generated and the cost of past services are immediately recorded in income or expenditure for the financial year of their recording. their unusual nature and their non-recurrence.2. 2015.12. this plan is recorded as a defined contribution scheme. and monitoring of the volume of hours of training not having given rise to a request. 2. and by 2020 at the latest. From January 1. gives employees benefiting from a private indefinite-term employment contract an individual right to training of a duration of a minimum of 20 hours per year. 239 . N/A.12. technicians. 2. cannot be considered as inherent to the operational activity of the company. Post-Closure Events For the other long term benefits. supervisors). then 10 hours per year for the next three years). for its maximum.13.14. 933-6 of the French Employment Code. Income Statement The exceptional income and expenditure are constituted from the significant elements which. to benefit from an individual employee training right whereby the aggregate will rise. which could be accumulated over a period of six years (limited to 120 hours). owing to their type. the assumptions used by the company on the terms of departure of its employees (voluntary retirement. Management and ETAM (employees. the Personal Training Account (CPF) replaced the DIF and enables every employee. throughout their career. Law 2004-391 of May 4.

102 1.102 1.669.440.169 Other capitalised securities Loans and other financial assets 240 . and contributions Start-up and development costs (I) Other intangible fixed asset items (II) 148.000.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.440. Fixed Assets Box A Fixed assets Gross value at the start of the financial year Increases Revaluation Acq.588.000.102 1. inst.595 GENERAL TOTAL (I + II + III + IV) 856. fixtures and fittings of buildings Plant.595 Total (IV) 856.164.574 Land Of which components Buildings On own land On others’ land Gen. equipment and industrial tools Other tangible fixed assets General installations.000.834.REGISTRATION DOCUMENT 2015 / SPIE SA .669. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Additional information relative to the balance sheet 1. miscellaneous fixtures and fittings Transport equipment Office equipment and computer furniture Recoverable packaging and miscellaneous Tangible fixed assets in progress Advances and deposits Total (III) Equity-accounted equity interests Other equity interests 856.

574.588.669.000.164.169 Other capitalised securities Loans and other financial assets Comments on the main acquisitions. miscellaneous fixtures and fittings Transport equipment Office equipment and computer furniture Recoverable packaging and miscellaneous Tangible fixed assets in progress Advances and deposits Total (III) Equity-accounted equity interests Other equity interests 856.000.595 Total (IV) 856.440. assignments and contributions Intangible fixed assets a) Financial assets a) The principal acquisitions comprise: N/A. b) The principal assignments comprise: N/A.595 resulting from the merger of Clayax Acquisition 4 Tangible fixed assets a) The principal acquisitions comprise: N/A.440. .595 GENERAL TOTAL (I + II + III + IV) 856.834. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Reductions Transfer Box B Fixed assets Assignment Gross value at the end of the financial year Revaluation Original value Start-up and development costs (I) Other intangible fixed asset items (II) 148.102 1.669. b) The principal assignments comprise: outflow of Clayax Acquisition 3 equity securities for €856.000. b) The principal assignments comprise: N/A.669.440. inst. fixtures and fittings of buildings Plant.102 1. c) The contributions comprise: N/A. 241 .000.Financière SPIE equity securities for €1.102 owing to merger.574 Land Buildings On own land On others’ land Gen.102 1. c) The contributions comprise: N/A. equipment and industrial tools Other tangible fixed assets General installations. c) The contributions comprise: The principal acquisitions comprise: .Technical merger deficit of Clayax Acquisition 3 and Clayax Acquisition 4 for a sum of €148.164.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.

inst Gen. equipment and tools Other tangible fixed assets • General installations. Differential of duration Sliding scale mode Start of the financial year Augment.REGISTRATION DOCUMENT 2015 / SPIE SA Expenditure distributed over several financial years Reductions End of the financial year . Other fixed assets: Tech. inst. End of the financial year Start-up costs Other Land Buildings: own land others’ land install. Amortisations N/A. miscellaneous fixtures and fittings • Transport equipment • Office equipment and computer furniture • Recoverable packaging and miscellaneous Total tangible fixed assets (III) GENERAL TOTAL (I + II + III) Box B Breakdown of movements affecting the provision for exceptional amortisations Allocations Fixed assets Differential of duration Sliding scale mode Reversals Exceptional tax amort. inst Transport equipment Office equipment Packaging Tangible Acquis. Box A Situation and movements of amortisations of the financial year Amortisable fixed assets Start of the financial year Increase Reductions End of the financial year Start-up and development costs (I) Other intangible fixed asset items (II) Land Buildings • On own land • On others’ land • Gen. Exceptional tax amort. fixtures and fittings Plant. of securities TOTAL Box C Loan issue costs to be amortised Bond redemption premiums 242 .CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 2.

171 Depreciation of equity-accounted securities 243 .252.412.124 5.521 505.159.632 9.218.060 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 3.020.743 26.272. Stocks and Works In-Progress N/A.252.826.234 505.159.170 30.806.124 Provisions mining and oil deposits Provisions investments Provisions for price rise Exceptional amortisations* • of which exceptional increases of 30% Provisions foreign establishment before 01/01/1992 Provisions foreign establishment after 01/01/1992 Provisions for establishment loans Other regulated provisions Total (I) Provisions for dispute Provisions for guarantee Provisions for losses on forward markets Provisions for fines and penalties Provisions for foreign exchange losses Provisions for pensions Provisions for taxes Provisions for renewal of fixed assets Provisions for major maintenance Provisions for soc.572 7.124 5.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.060 1.171 33.806.714 7.234 505.171 33. and tax charges on paid leave Other provisions for liabilities and charges Total (II) Provisions on intangible fixed assets Provisions on tangible fixed assets Provisions on equity-accounted securities Provisions on equity securities Provisions on other financial assets Provisions on stocks Provisions on customer accounts Other provisions for depreciation Total (III) GENERAL TOTAL (I + II + III) Of which operating allocations and reversals Of which financial allocations and reversals Of which exceptional allocations and reversals 136.985.170 4.020.405 505.124 38. sec.913 1.806. Provisions Nature of the provisions Start of the financial year Allocations Reversals End of the financial year 26.572 7.826.743 4.412.275. 4.

572 results from the merger of Clayax Acquisition 4 with retroactive effect as of January 1.797.614 Receivables concerning equity interests Loans Other financial assets Total receivables linked to the capitalised assets Bad or litigious customers Other trade receivables Receivables representative of securities lent Prov.481 3.922 1.275. 2015.520 et and financial part linked to the costs of discounting the provision for an amount of €136.258 318.416 3.124.713. following the merger of Clayax Acquisition 4 with retroactive effect as 5.041.”* the provision for exceptional amortisations of the costs of acquisition of the Financière SPIE securities which appears for a sum of €26.123.356 2. 2015. Provisions for liabilities and charges: a) of January 1. Receivables and Debts Box A Statement of Receivables Gross amount Up to one year 2.411 296.123. for prior dep.REGISTRATION DOCUMENT 2015 / SPIE SA Over one year .797.911.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.384.242.674.411 542. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Comments on the principal significant provisions by category Regulated provisions: in the column “start of the financial year. constituted.614 318. 8 months remain to be amortised over the financial year 2016.031 13.674.258 2.242.911. Personnel and related receivables Social security and other social organisations Income tax Value added tax Other tax State – miscellaneous State and other public authorities Groups and shareholders Miscellaneous debtors Total receivables linked to the circulating assets Prepaid expenditure TOTAL RECEIVABLES Loans granted during the financial year Repayments obtained during the financial year Loans and advances granted to shareholders 244 . in the column “start of the financial year”. b) the allocation of provisions for lump sum payment on retirement include the valuation of services for an amount of €1.868.020.384.041.481 1 1 296.356 316. c) reversals of provisions result from the transfer of employees of SPIE SA to SPIE Operations for an amount of €505.922 2.416 13.094 316.031 1. a provision was recorded for pensions attached to the employees of Clayax Acquisition 4 for an amount of €546.094 542.

424 Personnel and related payables 2.230 1.411 on other receivables.242 on trade accounts receivable and related receivables.659.115. • €1. The principal operations with the affiliated companies represent a sum of: • €759.235.339.866 40.384.575 70.866 27. • €2.595 on the equity securities.640.898 Social security and other social organisations State and other public authorities Income tax Value added tax Secured bonds Other taxes Debts on fixed assets and related debts Groups and shareholders Other debts Debt representative of securities borrowed Prepaid income TOTAL DEBTS Loans taken out during the financial year 1.000 408. • €296.193.216 on trade debts and related debts.882 2.272 363. which mainly concern cash advances and the tax consolidation current account.370 on other debts.218. 245 . • €40.934 Borrowing from private individuals The fraction of debts represented by commercial transfers amounted to -€239.831 51.477 as of December 31.394.394.230 One to five years More than five years Convertible bond loans Other bond loans Loans with credit institutions originally under 1 year Loans with credit institutions originally over 1 year Miscellaneous loans and financial liabilities 408.272 363.669.370 40.272 27.039. which concern the tax consolidation current account. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Box B Statement of debts Gross amount Up to one year 1.424 8.699.039.882 493.876.934 408.575 459.193.039.272 493.440.115. 2015.934 7 7 Trade accounts payable and related payables 8.000 Loans repaid during the financial year 1.394.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.370 70.

Affiliated Companies: elements pertaining to several balance sheet items Amount concerning companies affiliated Advances and deposits paid on fixed assets Intangible Tangible Financial assets Equity interests 1.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.214 Miscellaneous financial liabilities Debts concerning equity interests Miscellaneous financial loans and debts Financial current accounts Clients: advances and deposits received Supplier debts 759.394.235.467.440.440.595 Receivables Suppliers: advances and deposits paid Trade receivables and related receivables 2.917.595 Receivables concerning equity interests Loans Other capitalised securities Other financial assets 1. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 6.669.152.REGISTRATION DOCUMENT 2015 / SPIE SA with a holding connection 12/31/2015 Debts/ receivables repres.214 294.439 Cash assets Financial current accounts 294.586 246 .197 Unpaid called-up share capital 4.153.216 Debts on fixed assets Other debts 40.669. by commercial papers .467.242 Other receivables 1.370 41.

SPIE 20 PP. of 10. Equity Increase/Decrease Opening Increase Reduction Contributions and mergers Closure Share or individual capital 39.794 Issue. 2015.050 72. 2015.830. and gave rise to the issue to the benefit of Clayax Acquisition  Luxembourg 2 S.634.806.156 ordinary shares.830.572) 1. 4.233. in order to reduce it from one euro (€1) to around €0. 2015 The Extraordinary and Ordinary Shareholders’ General Meeting of SPIE SA.à r.439 8. 2015.677 new ordinary shares at the Initial Public Offering Price. This capital increase. and the two Special Meetings of Preferred Shareholders (respectively of categories A and B).156.296 7.074) (26. This operation was definitively completed on June 9.284 Equity Dist. required: . SPIE 350 RA et SPIE 350 PP) in the capacity of absorbed companies.l.250 65.793.070. all dated June 9.169. which thus rose from 33.2% of the share capital of SPIE SA. in the sum of €39.47. the share capital of SPIE  SA amounted to €72.550 1.619 (26.070 shares (of which 33. of a par value of €0.700.à r.170. and the correlative multiplication of the number of ordinary shares composing the share capital of SPIE SA.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.812.337.00.070 28.000 B preferred shares) of a par value of €1. etc. the share capital of SPIE SA. The application of the exchange ratio between the shares of each of the Management Companies and those of SPIE SA. the operations on the share capital of SPIE SA were as follows: Prior operations on the share capital linked to the initial public offering of June 10.230 Investment subsidies Regulated provisions TOTAL EQUITY 7.743 13. considering the Initial Public Offering Price decided on June 9. As of December  31.469.244.878 (26. the definitive completion of which was recorded by the Board of Directors on June 11.171 47.672. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 7.254 Share capital As of January 1.the issuance of 28. comprised 39.596.074) 184. 356. being €16.706.156.455) (26.826.572 33. and each of the four Management companies (SPIE 20 RA.634.415.046.415. and which since 2011 brought the shareholding body of managers and directors of the Group to the level of 14.102 ordinary shares. contribution premiums.580 Statutory or contractual reserves Regulated reserves Other reserves Carry forward Income for the financial year 157. amounted (including issue premium) to €173.l. • the merger between SPIE SA.074) 184.046. modifying the characteristics and amounts of the share capital and the consolidated reserves of the Group: • division of the par value of the ordinary shares of SPIE SA.350. adopted the following resolutions.998.020.511.205.639 905.156.241.46 per ordinary share.102 ordinary shares (26.à r.l.00. merger.076. During 2015.331 to a total number of 72.32 divided into 154. 247 .156. reserved to Luxembourg company Clayax Acquisition  Luxembourg 2 S. by capitalisation of its entire receivable held over SPIE SA by Clayax Acquisition Luxembourg 5 SCA.050 1.133. Dividends Appropriation of earnings N-1 Revaluation surplus Legal reserve 7.450 13.596. 2015.50 per share.059 (25.358.968 A preferred shares and 1.074) 26.442.133.4 million.230 370. • a first cash capital increase. 2015.538 new ordinary shares. 2015. which this had first assigned to Clayax Acquisition Luxembourg 2 S.303.496. all of the same category.634.020.449.124 8. in the capacity of absorbing company.

385. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements .7 million.e. 2015.710 new ordinary shares at the Initial Public Offering Price. At the end of all these operations.700.010 ADP a (A preferred shares) still existing (i.971 new ordinary shares. shares. the definitive completion of which was recorded by the Board of Directors on June 11. At this stage. 2015. of an amount (including issue premium) of €700 million through the issue of 42. the definitive completion of which was recorded by the Board of Directors on June 11.17 to €70. on this date.4 million. in order to raise it from around €0. 2015 the share capital of SPIE SA amounted to €69. • the conversion into new ordinary shares of SPIE SA of the 1. former employees. On July 28. the Board of Directors. Initial public offering of June 10. decided on the principle of a capital increase of SPIE SA reserved to employees.the cancelation of all existing 1.557. the ADP A which were not cancelled within the framework of the merger of the Management companies). amounted (including issue premium) to €2. of 160.000 ADP B (B preferred shares) received by SPIE  SA within the framework of the merger of the Management companies.000 divided into 150.4637 to €0.75 million including issue premium (before discount and including employer’s contribution).l. and gave rise to the issue to Clayax Acquisition Luxembourg 2 S.000.943 ordinary shares received by SPIE SA within the framework of the merger of the Management companies.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. using the delegation granted to it by the Mixed Shareholders’ General Meeting of May 7.83.424. generated a reduction in equity in the sum of €3.000 ordinary shares fully subscribed. members of a company savings plan of the SPIE Group. the definitive completion of which was recorded by the Board of Directors on June  11. decided to undertake. These operations. Acting within the framework of this delegation. in the capacity of absorbing company. all of the same category. 2015 . . and delegated to the Chairman and Chief Executive Officer the powers necessary to undertake this operation.6 million. 2015 all these treasury shares were cancelled. This resulted in a capital increase of a total amount of €942. did not change the amount of the Equity of the Group.000.17. through capitalisation of its entire receivable held over SPIE SA. 2015 On October 29. 2015. which gave rise to a reduction in equity of a total amount of €30. divided into 150.857. Capital increase by raising the par value of the shares on October 29.à r. being €16.50 per share. 2015.l. on June 11.242 new ordinary 248 . The merger between Clayax Acquisition  4  SAS. 2015.500. The costs of the capital increase.010 ADP A (A preferred shares). but generated the following share movements: Employee share ownership plan “share for you” 2015 – capital increase on December 10. This operation. results from the merger between SPIE  SA and the Management companies. 2015. the Board of Directors. there were no preferred shares left.the cancellation of 1. at the end of which the latter held 1.980. 2015 The floatation on the Euronext Paris stock market was accompanied by a capital increase of SPIE SA. This capital increase. the Chairman and Chief Executive Officer fixed the final terms of the offer in a .1 million.REGISTRATION DOCUMENT 2015 / SPIE SA .2 million in equity reduction.à r. an increase in the share capital of SPIE SA by raising the par value of the existing shares. in the capacity of absorbed company.183.the issue of 1. 2015. 2015.the cancellation of 3. using the delegation granted to it by the Mixed Shareholders’ General Meeting of May 7.47 per share by incorporation of premiums.the cancellation of 2.000 ordinary shares. held directly or indirectly. .563. in the sum of €23. the definitive completion of which was recorded by the Board of Directors on June 11. on June 11.357. Within the framework of this merger.980. 2015. • a second cash capital increase. on the basis of an exchange ratio defined in compliance with the Initial Public Offering Price decided on June 9.557.958 ADP A (A preferred shares) received by SPIE SA within the framework of the merger of the Management companies.498 of its own ordinary shares previously received by Clayax Acquisition 4 SAS within the framework of the merger of the Management companies.46. were recorded for an amount net of taxes of €15. and corporate officers eligible of the Company and its French and foreign subsidiaries. reserved for Luxembourg company Clayax Acquisition Luxembourg 2 S.816.816. within the limit of a maximum amount of €68. and the share capital of SPIE SA was composed only of ordinary shares of a par value of around €0. and SPIE SA. and the share capital of SPIE SA was thus raised from €69.

being a sum of €7. 2015. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements decision dated September 29. to October 12.05.5% by the Caisse de Dépôt et de Placement du Québec.7% of its share capital. Rolled out in 13 countries. 2015.172 36.39% Managers(2) 20.48. the distribution of the holding of the share capital of SPIE SA was as follows: Number of shares Percentage holding Total Consortium 63. managed or advised by Ardian. 249 . and the recording of an issue premium of €51. and set out in particular (i) the dates of the subscription period. 2015. In a decision of December 10.05.2 million. divided into 154.396 1.793. being an increase in the total nominal amount of the share capital of SPIE SA of €1.156 new ordinary shares at the unit price of €13.1% by funds controlled.000 3.076.848 4.100.470 41.96% 56. and 19.4% held by funds controlled. at the subscription price of €13.156 ordinary shares of a par value of €0.793.05 per share.416.278.156 100. (4) Stake held directly by the Caisse de Dépôt et de Placement du Québec.32. almost 20. on December 10.280.042.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. after discount of 20% to the benefit of employees of the Group applied to a reference price established at €16.283. 17.275 13.233. The subscribers achieved a sum of €53.58% Employee shareholding(3) of which Gauthier Louette 7. directly or through the FCPE SPIE Actionnariat 2011/2015. the Chairman and Chief Executive Officer recorded the definitive completion of this capital increase through issue of a total number of 4. after definitive completion of the capital increase reserved to employees.504.73% Caisse de Dépôt et Placement du Québec(4) 6. and (ii) the subscription price of one SPIE share at €13.0% Public Self-held TOTAL (1) Clayax Acquisition Luxembourg 5 SCA is 63. managed or advised by Clayton.67% 391 0. (2) Managers and directors.32. 2015 the share capital of SPIE SA amounted to €72. of the Group before taking account of any assignments of shares by some managers whose lock-up expired on December 9.32. which was open from October 1. and to record the costs of the capital increase. from which it was decided to deduct the sums necessary to the allocation of a legal reserve supplement corresponding to the newly created shares.774.57. 2015.076. 2015 (inclusive).434.47. On December 10.0% 154. At the end of all these operations.415. this offer recorded a subscription rate representing almost 43% of the workforce of the Group. (3) Shares held by employees. former and current. Dubilier & Rice.915.076.000 employees (53% of the workforce) are now shareholders of SPIE SA. With the employee share ownership plans already existing.25% (1) 2. and hold 4.

968 1 Preferred shares Company shares Investment certificates TOTAL 39.243.409 154. 10.587 29.723.347.037.102 125.613 Merger surplus Equity Income Merger deficit Assets Income 188.205 Debts on fixed assets and related debts Other debts TOTAL 250 .158.137 .933 Tax and social security debts 2.47 Amortised shares Priority dividend shares (without voting right) 6. Number and par value of the components of the share capital Ordinary shares Number at start of the financial year Created during the financial year Redeemed during the financial year Number as of 12/31/2015 Par value 33.902.203.014 Allocation of the merger deficit: • this is allocated extra-accounting to equity securities held over Financière SPIE which are recorded for a sum of €1. Expenses Payable Amount Convertible bond loans Other bond loans Loans and debts with financial institutions Miscellaneous loans and financial liabilities Advances and deposits received on orders in progress Supplier debts and related debts 7.495 11.711.441 154.281.595.076.179.037.816 Interim losses recorded in sub-account of the merger premium 40. 9.495 5. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 8.076.723. Information relative to merger and similar operations Valuation of contributions Company absorbed Clayax Acquisition 3 637.156 0.880.716.596.634.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.REGISTRATION DOCUMENT 2015 / SPIE SA 9.070 125.440.698 Clayax Acquisition 4 1.156 The operations on the share capital are summarised in section 7 “Equity Increase/Decrease”.669.020.968 6.

1): N/A. section 2. • Other Prepaid Income: N/A. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 11. 251 . • Other Prepaid Expenditure for €2. The nature and amounts of the Prepaid Expenditure are as follows: • Prepaid Expenditure linked to the “advancement” method (cf.258 mainly linked to the financing of the CICE. section 2. Prepaid Income & Expenditure The nature and amounts of the Prepaid Income are as follows: • Prepaid Income linked to the “advancement” method (cf.680 Personnel and related receivables Social security and other social organisations State and other public authorities 1 Other receivables Cash assets TOTAL 7. Income Receivable Amount Receivables concerning equity interests Other financial assets Trade receivables and related receivables 7.1): N/A.674.681 12.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.

2015.756 as of December 31.442. The financial revenues amounted to €219.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.635 63% 4.442.361 2.361 2.720.161. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements Additional information relative to the income statement 1.442.720. Breakdown of revenues Amount (Financial year N) E-fficient buildings Energies Services to industries 4. 4.147.361 Financial Income The financial income amounted to €173.361 Smart city TOTAL REVENUES 2.635 63% 4.REGISTRATION DOCUMENT 2015 / SPIE SA .203.442.720.517 Moratorium interest: N/A Reversal of provision on cash current account to: N/A 252 .240 €40 €42. the following additional information is provided.798 and are principally broken down into: Dividends: Foreign exchange gains: Interest on group current account: €219.361 2. Breakdown of Revenues Breakdown of revenues Financial year N Financial year N-1 Increase/Decrease 4.635 63% Distribution by activity sector Sales of goods Production sold goods Production sold services Distribution by geographical market Net revenues-France Net revenues-Export NET REVENUES In order that the reader of the annual accounts can make an informed judgement.442.

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

The financial expenditure amounted to €46,056,042 and is principally broken down into:
Foreign exchange losses:
Interest on group current account:
Interest on bank debts:
Moratorium interest:
Allocations of provision on cash current account to:
Allocations of provision on equity securities:
Financial allocation linked to the costs of discounting the provisions for lump sum payments on retirement:
Contract penalties – supplier deadlines:

3.

€211
€3
€36,056,868
€9,137,013
N/A
N/A
€136,713
N/A

Exceptional Income

The exceptional income amounted to €(7,812,698.48) as of December 31, 2015.
The exceptional income of €29,347,816 can be broken down into:
• capital gains or losses of assignments on tangible and intangible fixed assets: N/A;
• capital gains of assignments on company shares or equity securities: €29,347,816, which corresponds to the revaluation of the
treasury shares previously held by Clayax Acquisition 4.
The exceptional expenses of €37,160,515 can be broken down into:
Gifts, fines and penalties:
Regulated provisions allocations (exceptional amortisations security acquisition costs):
Merger deficit Clayax Acquisition 3 recorded in expenditure:

€6,527
€7,806,171
€29,347,816

Share of subsidy transferred to income:

N/A

Reversal provision:

N/A

4.

Transfers of Expenditure

Transfers of expenditure
Transfers of operating expenditure

Operation
(432,758)

Transfers of financial expenditure
Transfers of exceptional expenditure
TOTAL

(432,758)

Breakdown of transfers of operating expenditure principally:
• the transfer of the provision for lump sum payments on retirement for €(505,124) and transfer of the provision for length of
service awards for €(11,863) linked to the merger of CLAYAX 4 into SPIE SA;
• the illness reimbursement for €78,086.

253

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

5.

Workforce
Average salaried workforce

Workforce

N

N-1

Managers

7.6

5

7.6

5

ETAM [clerical, technical and supervisory staff]
Labourers
TOTAL

The average payroll is: 7.6. These movements are linked to the reorganization in the context of the IPO.

6.

Remunerations allocated to the executive officers

Pursuant to Article 24-18 of Decree 83-1020 of November 29, 1983, no information will be communicated as this would make it
possible to identify the situation of a determined member of the management organs.

7.

Income Taxes

Pre-tax income

Current
income

Exceptional
income

159,891,507

(7,812,698)

Equity
interest

Tax credits

Holdbacks

0

0

(33,048,112)

0

296,770

0

0

0

0

296,770

Taxes:
• at the rate of ....... %
• on Long term capital gains
INCOME AFTER TAX

192,939,619

(7,812,698)

Method used

Tax consolidation

The tax corrections have been reclassified according to their
nature in current income, exceptional income and equity
interest.

The company has been placed under the regime of tax
consolidation.
Considering the deficit of the tax group in 2015, SPIE SA
has not recorded a corporate income tax expense but a tax
consolidation revenue of €33,048,112.
In the absence of tax consolidation, the company would also
not have paid any corporate income tax owing to its own tax
deficit in 2015.

254 - REGISTRATION DOCUMENT 2015 / SPIE SA

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

Financial liabilities and other information
1.

Commitments Given

• Bank bonds:

N/A.

• Endorsements, bonds and guarantees: N/A.
• Other liabilities given:

N/A.

• Personal training account: on January 1, 2015, the hours linked to the Individual Employee Training rights (DIF) were transferred
to the Personal Training Account (CPF) and are no longer monitored by the company.

2.

Commitments Received

• Supplier bonds:

N/A.

• Discounted effects not due:

N/A.

• Balancing subsidies:

N/A.

• Director shares:

N/A.

3.

Management of the Rate Risk

To optimise its costs and sources of finance, the company may take out rate guarantee contracts with its parent company.
Amount subscribed as of 12/31/2015: N/A.

255

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

4.

Financial Leasing

N/A.

5.

Deferred Taxation

Description

31/12/2015

31/12/2014

Bases for increasing the future tax debt
Regulated provisions

33,826,743

Investment subsidies
UCITS securities valuation loss
Unrealised exchange loss
Other expenditure deducted in advance
Long-term capital gains with deferred taxation
Total bases for increasing the future tax debt

33,826,743

Total future tax liabilities(1)

11,647,675

Bases for reducing the future tax debt
Amortisations of software
Potential losses on long-term contract
Provisions for pensions and similar obligations

5,159,170

3,705,192

2,021

2,646

Deficits carried forward for tax purposes

141,221,000

141,333,098

Total bases for reducing the future tax debt

146,382,191

145,040,936

Other liabilities and charges provisioned
Expenditure payable
UCITS securities valuation gain
Unrealised exchange gain
Other income taxed in advance

Total future tax assets(1)
NET SITUATION

50,404,268

49,942,429

(38,756,593)

(49,942,429)

(1) Tax rate:

34.43

34.43

Of which normal corporate income tax rate:

33.33

33.33

3.30

3.30

Social contribution on tax:

256 - REGISTRATION DOCUMENT 2015 / SPIE SA

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

6.

List of Subsidiaries and Equity Interests
Share Reserves and Share of
capital carry forward capital
before
held
appropriation
(%)
of earnings

Book values of
securities held
Gross

Net

Loans and
Amount of
advances
bonds and
granted not endorsements
yet repaid
given by the
company

Subsidiaries and equity
interests

Tax- Income for
exclusive
the last
revenues
financial
of last
year
financial
year

Dividends
received
by the
company
during
financial
year

A. Detailed information(1) (2)
Subsidiaries (+50%
of share capital held
by the company)
Financière SPIE

678,517

369,214,579

1,440,669,595 1,440,669,595

261,751,799

100% 1,440,669,595 1,440,669,595

261,751,799

0 164,127,350 196,727,045

Equity interests (10 to
50% of the share capital)
– to be detailed

B. Overall information concerning the other subsidiaries and equity interests not covered in A
French subsidiaries (all)
Foreign subsidiaries
(all)(3)
Equity interests in
French companies
Equity interests in
foreign companies
TOTAL

1,440,669,595 1,440,669,595

(1) The book value of which exceeds a certain percentage (determined by the legislation) of the share capital of the company legally bound to publication. When
the company has annexed a consolidated accounts balance sheet to its balance sheet, in compliance with the legislation, this company only gives information
comprehensively (section B), by distinguishing (a) French subsidiaries (all) and (b) foreign subsidiaries (all).
(2) For each subsidiary and entity with which a company has an equity connection, indicate the name and registered office.
(3) Foreign subsidiaries and equity interests which, for exceptional reasons, are not recorded in section A, are recorded in these categories.

257

CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS,
FINANCIAL POSITION AND RESULTS OF THE GROUP
Company’s statutory statements

7.

Identity of Consolidating Companies

The accounts of the company are included, in accordance with the global consolidation method, in the consolidated accounts of
the company:
SPIE SA
Joint stock company with a share capital of €72,415,793.32
Company registered under French law
Campus Saint-Christophe – Europa
10, avenue de l’Entreprise
95863 Cergy-Pontoise Cedex
RCS Pontoise 532 712 825

8.

Other Operations not recorded on the Balance Sheet

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

258 - REGISTRATION DOCUMENT 2015 / SPIE SA

301 (2.519. 2015 Actual return of funds 9. 2015 16.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.543.469.412.102 Contributions paid by employees Modifications of scheme - Acquisitions of business - Assignments of business Transfer of personnel Liquidations/Reductions in scheme/Redundancies 41.436 (144. 2015 16. Valuation of liabilities Total current value of the liabilities as of January 1.044 1.596.566) Benefits paid (560.755.476 Interest expenditure 326.481) 8.764.621 Normal expenditure for the financial year 503.476 326.389) 772.130) 5. 259 .234 7.745 - Actuarial losses (and gains) (334.596 - The pension costs covered can be broken down as follows: Normal expenditure for the financial year Interest expenditure Return expected from funds Amortisation of modifications of scheme Amortisation of actuarial losses (and gains Effect of reductions/liquidations/redundancies Net cost over the period Financial hedging Actuarial (losses) and gains not recognised Costs of past services not recognised AMOUNT PROVISIONED – IAS 19/EMPLOYEE BENEFITS 503. Personnel Benefits: Annex 1: pension liabilities – provision for lump sum payments on retirement.481) Other Total current value of liabilities as of December 31. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 9.171 The discounting rate is 2% and the method of retirement is valued on the voluntary departure.102 (189.897 Hedging of liabilities Market value of funds invested as of January 1.159. 2015 Expenditure 2015 (560.358) Employer’s contributions - Employee contributions - Modifications of scheme - Acquisitions of business - Assignments of business - Transfer of personnel - Reductions in scheme - Liquidations of scheme Benefits paid Other Market value of fund invested as of December 31.

those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Auditors’ report on the Company’s annual statutory financial statements for the financial year ended December 31. we draw your attention to the matter set out in the Note 1. 2015.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. 2015 and of the results of its operations for the year then ended in accordance with French accounting principles.REGISTRATION DOCUMENT 2015 / SPIE SA .2. the financial statements give a true and fair view of the assets and liabilities and of the financial position of the company as at December 31. • the justification of our assessments. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made. This information is presented below the audit opinion on the financial statements and includes an explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing matters. SPIE SA Year ended December 31.3 to the financial statements which discloses the terms of financial debt refinancing and the Notes 1. In compliance with the assignment entrusted to us by both a collective decision of your partners and your statutes. and construed in accordance with. Our role is to express an opinion on these financial statements based on our audit. using sampling techniques or other methods of selection. These financial statements have been approved by the board of directors.1 and 7 to the financial statements which disclose the terms of the Initial Public Offering and their impacts on the consolidated financial statements for the year ended December 31. whether modified or not. • the specific verifications and information required by law. I. The statutory auditors’ report includes information specifically required by French law in such reports. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. as well as the overall presentation of the financial statements. 2015 This is a free translation into English of the statutory auditors’ report on the financial statements issued in French and it is provided solely for the convenience of English-speaking users. transactions or disclosures.2. An audit involves performing procedures. for the year ended December 31. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 20. This report should be read in conjunction with. These assessments were considered for the purpose of issuing an audit opinion on the financial statements taken as a whole and not to provide separate assurance on individual account balances. on: • the audit of the accompanying financial statements of SPIE SA. 2015 Statutory auditors’ report on the financial statements To the Shareholders. we hereby report to you. This report also includes information relating to the specific verification of information given in the management report and in the documents addressed to the shareholders. In our opinion. 2015. 260 . Without qualifying our opinion. to obtain audit evidence about the amounts and disclosures in the financial statements. Opinion on the financial statements We conducted our audit in accordance with professional standards applicable in France. French law and professional auditing standards applicable in France.

These assessments were made as part of our audit of the financial statements. we have verified that the required information concerning the purchase of investments and controlling interests and the identity of shareholders or holders of the voting rights has been properly disclosed in the management report. Justification of our assessments In accordance with the requirements of article L. and therefore contributed to the opinion we formed which is expressed in the first part of this report. where applicable. we attest the accuracy and fair presentation of this information. or with the underlying information used to prepare these financial statements and. 2016 The statutory auditors PricewaterhouseCoopers Audit ERNST & YOUNG et Autres French original signed by French original signed by Yan Ricaud Henri-Pierre Navas 261 . III. Based on this work. with the information obtained by your company from companies controlling your company or controlled by it. we bring to your attention the following matters: Accounting estimates Your Company records a provision for impairment of intangible assets and investments in affiliates as disclosed in notes 2. we have verified its consistency with the financial statements. April 20th. In accordance with French law.5 to the financial statements. Our work consisted in assessing the methods implemented by your company to estimate the value in use of the goodwill and the investments in affiliates and we made sure of the reasonableness of the assumptions and of the related estimates. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements II. Specific verifications and information We have also performed. Neuilly-sur-Seine and Paris-La Défense.3 and 2.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. and in the documents addressed to the shareholders with respect to the financial position and the financial statements. in accordance with professional standards applicable in France. 823-9 of the French commercial code (Code de commerce) relating to the justification of our assessments. taken as a whole. Concerning the information given in accordance with the requirements of article L. We have no matters to report as to the fair presentation and the consistency with the financial statements of the information given in the management report of the management board. the specific verifications required by French law. 225-102-1 of the French commercial code (Code de commerce) relating to remunerations and benefits received by the directors and any other commitments made in their favor.

DATES OF THE MOST RECENT FINANCIAL INFORMATION The latest financial information of the Group that have been verified by the statutory auditors are the consolidated financial statements as of December 31.80 99.00 100.1 million in fees with regard to limited reviews relating to the quarters ended March 31.829 94.56 13.68 51.22 5.41 9. social security • Other Sub-total TOTAL - - - - 113 181 5. AUDITORS’ FEES The fees (excluding taxes) paid to the auditors for the financial years 2014 and 2015 are shown below: PricewaterhouseCoopers Audit Ernst & Young et Autres % In thousands of euros (Tax excluded) In thousands of euros (Tax excluded) % 2015 2014 2015 2014 2015 2014 2015 2014 406 169 16.20 0. certification.05 37.00 2.14 1.59 90.00 55 20 2.708 63.503 3.320 97.26 434 993 (1) 17.34 29.32 7. 262 .224 890 58.00 2.64 14 450 0.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.09 2.73 398 757 (1) 19.011 100.594 1.96 1.REGISTRATION DOCUMENT 2015 / SPIE SA .59 44.95 Audit services Independent audit.60 113 181 5.20 0. 20. 2015.06 320 160 15. June 30 and September 30.448 3.340 100. review of the parent company and consolidated financial statements • SPIE SA • Fully consolidated subsidiaries Other work and services directly related to the audit engagement • SPIE SA • Fully consolidated subsidiaries Sub-total Other services rendered by the networks to the fully consolidated subsidiaries • Legal.60 - - - - 55 20 2.089 2.4.3. 2014 carried out in the context of the first IPO project in 2014 (€678.41 9. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 20.00 100.000 for PricewaterhouseCoopers Audit).63 1. tax.40 1.47 34 22 1.00 (1) Including approximately €1.000 for Ernst & Young et Autres and €393.976 1.

2. In February 2010. In November 2011. The Group records a provision as soon as there is sufficient probability that such disputes result in costs to be paid by the Company or by one of its subsidiaries.6.5. with payment scheduled for May 31. 20. they had engaged in concerted practices with competitors in connection with calls for tender in the electrification and electrical installation markets in the Southwest region of France. As of December 31. 20.7 million (see the adjusted net income attributable to the Group reconciliation table included in Chapter 3 and section 9. the Paris Court of Appeal dismissed the appeal of SPIE Sud-Ouest which therefor filed an appeal before the French Supreme Court (Cour de cassation). Recourse of the Île-de-France Region – Lycées of Île-de-France In a decision of May 2007. which for 2015 amounted to €192. in 2012. on the grounds that between 1991 and 1996.5 million.1 million. the ADLC) convicted ten companies. In a judgment dated October 2014. the Group has no knowledge of any governmental. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 20.4 million. With regard to the financial year 2015. the Paris Court of Appeal reduced the monetary sanction of SPIE Sud-Ouest to an amount of €4. The Group’s future dividend distribution policy is described in Section 12.6. In March 2013. the Group may be involved in legal. 20. the French Supreme Court reversed the decision. 263 . SPIE Sud-Ouest paid the fine it was ordered to pay. However. 2015. a proposal will be put to the Shareholders’ General Meeting to distribute a dividend of €0. the decision of the Paris Court of Appeal of March 2013 and sent the parties back to the Paris Court of Appeal sitting in a different formation.1. significant impacts on the financial position or profitability of the Company or the Group.2 of this Registration Document. LEGAL PROCEEDINGS AND ARBITRATION Due to the complex nature of the services provided by the Group and the multiplicity of its customers. during the last twelve months. contesting the grounds of the sentence and the amount of the fine. which became the ADLC.50 per share (1). including certain Group companies. 2016. for certain disputes. the total amount of the Group’s provisions for litigation amounted to €42. the “AMEC Indemnity Undertaking”). they had engaged in anti-competitive practices in connection with the award of contracts to renovate secondary school buildings in the Île-de-France region. either pending or threatened) other than those described below.4 of this Registration Document).6. on the basis of this ruling. including SPIE Sud-Ouest. and the amount of such costs can be reasonably estimated. up to 90% of amounts paid by the Group as a result of a court order. legal or arbitration proceedings (including any proceedings of which the Group is aware. This decision is being appealed before the French Supreme Court (Cour de cassation). As of the date of this Registration Document. The ADLC ruled that artificially high prices resulted from those practices and ordered SPIE Sud-Ouest to pay a fine of €5. on the grounds that between 2003 and 2005. Anti-competitive practices in South-Western France In a decision in October 2011. In a decision dated January 2016. SPIE Sud-Ouest filed an appeal of this decision before the Paris Court of Appeal. arbitration. It is specified that 90% of this amount was reimbursed to the Group by AMEC in accordance with the indemnity undertaking made to the Group by AMEC in connection with the AMEC’s 2006 sale of the Group to PAI Partners (pursuant to which AMEC is required to reimburse the Group. the French competition authority (Autorité de la concurrence française.1. but only regarding the confirmation of the amount of the penalty imposed against SPIE Sud-Ouest. DIVIDEND DISTRIBUTION POLICY The Company paid no dividend for the financial years ended December 31. that could have or has had. 2013 and 2014. administrative or regulatory proceedings in the normal course of its business. condemned that several companies.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. the Île-de-France Region filed with a claim before the Paris Civil Court of First Instance (tribunal de grande instance) to obtain that the companies and (1) Representing approximately 40% of the adjusted consolidated net income attributable to the Group. the French Competition Council (Conseil de la concurrence).

in respect of the losses it claimed to have suffered as a result of these illegal agreements. which holds the remaining 68%. The inquiry was closed in February 2015.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.6 million. up to the amount of the cost overruns. the pleading hearing took place and the decision is pending.6.4 million. the Conflict Court confirmed the conflict order taken by the préfet of the Île-de-France Region and declared void the procedure before the Paris Court of Appeal and the decision issued by this Court of Appeal in June 2015. SNCF has also instituted proceedings to cancel the procurement contract relating to the public works necessary for construction of the underground railway station Saint-Lazare in connection with project EOLE (Lot 37B) and therefore requested a joint order against the relevant companies including SPIE to pay an amount of approximately €281. reflecting a specific allocation of risks between the two parties. which itself entered into a contract with the British Secretary of State for Defence. the Prefect of Paris and the Île-de-France Region addressed to the public prosecutor at the Paris Court of Appeal a denial of jurisdiction asking to transmit it to the President of the Paris Court of Appeal and to invite the parties to file an appeal before the administrative court. In December 2013. which became the ADLC. the Administrative Court will be ceased of the case. In July 2014. The Group believes that it has strong arguments to challenge the existence and the amount of the damages allegedly caused to the Region by the Group. By a decision dated June 2015. The joint venture was created in order to undertake construction works to renovate the Faslane naval base in the United Kingdom.4.6. including two Group companies. the préfet of the Île-de-France Region then escalated the conflict. namely €33. for indemnification for the loss it had allegedly suffered as a result of the anti-competitive practices of the other companies which participated in the tender but were not granted the Lot. 20. By a decision dated November 2015. SNCF filed a claim in March 2011 with the French Administrative Court of Paris (tribunal administratif de Paris) asking that the companies convicted in 2006 be jointly ordered to pay it the sum of €59. a new supplementary and recapitulative brief from SNCF.9 million for the Lot 34B and €37. In addition. Completion of the construction works took place in May 2010.1 million. which include subsidiaries of the Group. In the context of these works. In January 2014. 20. the joint venture acted as subcontractor to Turner Estate Solutions Limited (”TES”). convicted several companies. together with interest at the statutory rate since July 1997. On March 8. By an order dated July 2015. The Conflict Court having decided on the administrative jurisdictions having jurisdiction over this case. including SPIE. 2015. one of the subsidiaries of SPIE UK Limited.7 million. SNCF also requested from the Administrative Court of Paris a joint order against these companies to guarantee the payment of the abovementioned amounts requested.REGISTRATION DOCUMENT 2015 / SPIE SA administratif de Paris) sent to the relevant companies. In October 2014. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements individuals involved be ordered to pay the region in solidum the sum of €358. holds a 32% stake in a joint venture formed with the British public works group Morgan Sindall. the Paris Civil Court of First Instance ruled that the action of the Île-de-France region was time-barred and that its claims were inadmissible. The Group believes that these proceedings are covered by the AMEC Indemnity Undertaking. SNCF amended its requests and to cancel the procurement contract relating to the public works necessary for construction of the underground railway station Magenta in connection with project EOLE (Lot 34B) and therefore requested a joint order against the relevant companies. which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. On the basis of this ruling.8 million. for indemnification for the loss it had allegedly suffered as a result of the anti-competitive practices relating to contracts entered into for the construction of the EOLE line.2 million for the Lot 37B. to pay an amount of approximately €197. the Clerk’s office of the Administrative Court of Paris (greffe du tribunal 264 .3. the French Competition Council. the Group believes that these proceedings are covered by the AMEC Indemnity Undertaking. This contract provided a “target” price of GBP 92 million (90 million of which for the services provided by the joint venture). the Île-de-France Region appealed the ruling before the Paris Court of Appeal. the Paris Court of Appeal rejected the denial of jurisdiction. on the grounds that they had engaged in anti-competitive practices in connection with the award of tenders related to the public works sector in the Île-de-France region. Arbitration proceedings with Morgan Sindall in the United Kingdom SPIE Matthew Hall Limited. an amount subsequently reduced to €232. which was confirmed by a decision of the French Supreme Court (Cour de cassation) in October 2009. which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. This price could change as a function . Recourse by SNCF – EOLE In a decision in March 2006.

20.755 with regard to other items on which the Court expert did not take a position. the obligations of SPIE Limited are limited to the repairment of defective work up to its share in the joint-venture. the Ministry of Defense. SBSO rejected this demand and claims from the temporary group of joint enterprises the total sum of around €12. In October 2015.7 million and an additional amount of €922. In December 2009.5. and was forced by an adjudication process to pay TES an additional GBP 30 million (including 28 million in principal and 2 million in interest) for extra costs. awarded all building trades work for a building complex for use as a research laboratory and offices to SPIE Batignolles Sud Ouest (“SBSO”). the Secretary of State for Defence in June 2008 paid TES a price of GBP 117 million. 265 . Quercy Confort and Omega concept for a total flat price of €22. the Secretary of State for Defence initiated proceedings with the Edinburgh Arbitration Court to obtain repayment of this GBP 30 million on the grounds that the work had defects. In September 2013. TES filed second arbitration proceedings in the same court in order to obtain the payment of additional GBP 29 million.8 million. In a judgment of October 2013. the extension of the SBSO submitted its conclusions in November 2014 limiting its request against the ad hoc group of businesses to €908. investors and the general contractors in the Regional Court of Toulouse to make the court expert appraisal in progress enforceable against them. it did not confirm the amount requested by SBSO.793 plus interests at the legal rate as from February 2011 and capitalised as from January 2015.8 million for the general and final accounting (“DGD”). the Court of Cassation upheld the order of the Toulouse Court of Appeal. In November 2009. to reach a final price upon completion of the project. and estimated that the amount owed by SBSO to the ad hoc group of businesses could amount to €1. Subject to the independent appraisal of the Toulouse Court of Appeal. The Court of Appeal did not uphold the ruling of the Commercial Court on the nullity of the subcontracting contract. SAS Toulouse Cancéropole. SBSO filed action against the contracting authority. The temporary group rejected this DGD and filed action against SBSO in February 2011 in the Toulouse Commercial Court.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS. TES and the jointventure concluded transactional agreements relating to the cases that were the object of the two arbitration proceedings. believing that the final price of the contract was GBP 174 million (including 171 million for the services provided by the joint venture). which subcontracted five lots in September 2007 to a temporary group of enterprises composed of the companies SPIE Sud-Ouest. i. In February 2016. Dispute relating to the Cancéropole in Toulouse In September 2006. €1. In January 2015. the contracting authority. the Toulouse Court of Appeal condemned SBSO to pay to the ad hoc group the sum of €1. The arbitral decision is expected during the next months.818. Under these agreements. Because of significant delays and modifications to the work initially planned. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements of the modifications required by the customer and of the progress or delays in the work. The Toulouse Commercial Court nullified the subcontracting contract signed with SBSO.6.e. which amounts to approximately €12.3 million before tax. the ad hoc group of businesses also submitted its conclusions and asked the Court of Appeal to order SBSO to pay it the amount retained by the Court expert. This decision might be appealed before the French Supreme Court (Cour de cassation). but appointed a court expert to determine the accounts between the parties. project duration and damaging disorganisation.7 million (excluding taxes). The Court expert filed its report in July 2014. the temporary group of enterprises submitted to SBSO a statement for approximately €7 million because of additional work not paid.755.

pursuant to an inquiry request from the Ministry of the Economy and Finance.7. Investigation in the context of a market in Finistère In January 2015.CHAPTER 20: FINANCIAL INFORMATION ON THE HOLDINGS.6.6. 20. and a request from the DIRECCTE of Rhône-Alpes citing five bid tenders launched in the public lighting sector in Ardèche. 20.REGISTRATION DOCUMENT 2015 / SPIE SA . On the date of this Registration Document. no prosecution came to the knowledge of SPIE Ouest Centre. SIGNIFICANT CHANGE IN THE FINANCIAL OR COMMERCIAL POSITION To the Company’s knowledge. 2015. 266 . including one branch of SPIE Sud-Est.6. there has been no significant change in the financial or commercial position of the Group since December 31. FINANCIAL POSITION AND RESULTS OF THE GROUP Company’s statutory statements 20. inspections and seizures were performed by law enforcement officers (officiers de police judiciaire) in SPIE Ouest Centre in the context of an inquiry relating to award of some markets relating to the building of a plant in Finistère in 2013. On the registration date of this Registration Document. Investigation in the context of bid tenders launched in the public lighting sector in Ardèche In November 2013.7. inspections and seizures were performed in 11 companies. no complaint or charges have been notified to SPIE Sud-Est.

...........1.......2......... 11........... 280 21.................. ADDITIONAL INFORMATION 21.................5.....3........... 268 21......... 271 21.. Stipulations that allow delaying... privileges and restrictions attached to shares (Articles 10.....CHAPTER 21 Cargill.. Paid up share capital and authorised but unissued share capital.... 280 267 ..1. 271 21...1...1............1..2................2...... 273 21....... Regulations applicable to foreign investments in France ........... Shareholders’ General Meetings (Article 19 of the Articles of Association) ....... Other securities giving rights to capital ..... 274 21.2....... MEMORANDUM AND ARTICLES OF ASSOCIATION.......4.8................... Conditions governing any acquisition right and/or any obligation attached to capital subscribed but not paid up ..........4............. deferring or preventing a change in control of the Company............7....... 278 21.................... 273 21...... Non-equity securities .. 273 21..............................3............. 268 21...7....2........... 274 21............................6.........................................1................ SHARE CAPITAL..............1.. Shares held by or on behalf of the Company ..................... Rights........... from the electrical installations and automatic devices to the fibre-optic network..... 278 21... Modifications of the capital and rights attached to the shares .2.....5.....1......... 274 21.............. Switzerland SPIE has contributed to the expansion and increase in capacities of the Protector animal nutrition site in Lucens.1...... Share capital of any company of the Group that is the subject of an option or an agreement that stipulates placing it under option .. Specific clauses governing changes in the share capital ..6................. Declaration of thresholds and identification of shareholders 279 21..... Provisions of the Articles of Association governing the administrative and management bodes – Internal rules of the Board of Directors....................2......1......................2.. Corporate purpose..2. 12 and 13 of the Articles of Association) ...2..9.. 273 21.......2...... Change in the Company’s capital over the last three years ...... 277 21.............2. 279 21......

while maintaining the preferential subscription rights 26 months Delegation of authority to the Board of Directors to decide the share capital increase by issuing shares and/or other securities giving access to the share capital without preferential subscription right (6) 26 months Delegation of authority to the Board of Directors to decide the issuance of shares and/or other securities giving access to the share capital without preferential subscription rights by way of private placement pursuant to Article L.47. Subject of the Resolution Nominal amount remaining available: €12.1.1.076.REGISTRATION DOCUMENT 2015 / SPIE SA €34.000 (1) Nil €1 billion for debt securities (2) (5) €13.000.17 Delegation of authority to the Board of Directors to decide the share capital increase by way of a public offering by issuing shares and/or other securities giving access to the share capital.CHAPTER 21: ADDITIONAL INFORMATION Share capital 21. the share capital of the Company amounted to €72. Paid up share capital and authorised but unissued share capital As of the date of registration of this Registration Document. profits or other amounts 26 months €13. 2015.415.500.000 Decision of the Board of Directors on October 29.500.1.32.183. which met on May 7. 2015: share capital increase of €942. The Company’s Shareholders’ General Meeting. 411-2-II of the French Financial and Monetary Code (Code monétaire et financier) 26 months 268 . SHARE CAPITAL 21. fully paid up.816.557.156 ordinary shares with a par value of €0.000 (1) €1 billion for debt securities (2) (5) Nil .83 by raising the par value from around €0. divided into 154.47.4637 to €0.793.000 (1) Nil €1 billion for debt securities (2) €13.500. adopted the following financial authorisations: Term of the Authorisation Maximum Nominal Amount Use during the financial year 2015 Authorisation granted to deal in the shares of the Company 18 months Up to a limit of 10% of the total number of shares comprising the share capital or 5% of the total number of shares with the purpose of holding them for subsequent payment or exchange in connection with potential external growth transactions Nil Authorisation granted to the Board of Directors to reduce the share capital by cancelling treasury shares 26 months With a limit of 10% of the share capital by 24 months period Nil Delegation of authority to the Board of Directors to increase the share capital by capitalisation of premiums. reserves.

15% of the initial issuance) (1) Nil Delegation of authority to the Board of Directors to increase the share capital by issue of shares or other securities giving access to the share capital without preferential subscription rights. is applicable to the allocations to the Directors. 2015 and decisions of the Chairman and CEO of September 29 and December 10. 225-148 of the French Code de commerce).32.000. 2015: share capital increase by a nominal amount of €1.500. (5) A sub-ceiling of €13.206.000 (1) (3) Board of Directors’ meeting of July 28. 411-2-II of the French Financial and Monetary Code (Code monétaire et financier).000 is applicable to these issues. granted during each financial year.CHAPTER 21: ADDITIONAL INFORMATION Share capital Term of the Authorisation Maximum Nominal Amount Use during the financial year 2015 Authorisation granted to the Board of Directors in case of issuance of shares and/or other securities giving access to the share capital without preferential subscription rights by way of public offerings or private placements pursuant to Article L.000.915. (3) The total maximum nominal amount of the capital increases capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling of the transactions reserved to the employees fixed at €2.000 concerning the current or any future capital increases. following the issue by subsidiaries of the Company of securities giving access to the share capital of the Company 26 months Limit of 10% of the share capital and limit of €7.500. (4) A sub-ceiling of 10% of all the shares or options.000 (1) (5) Nil Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated individuals without preferential subscription right (employees and officers of the Company and of companies being related to it) 18 months €2.68. (2) The total maximum nominal amount of the issuance of debt securities capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling fixed at €1 billion for the issue of debt securities.000.000 Nil Delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights 26 months €13. as the case may be. (6) Including in the context of a public exchange offer initiated by the Company (Article L. 269 . Authorisation granted to the Board of Directors to attribute freely new or existing shares to the benefit of employees and Directors of the Company and to related companies 38 months Authorisation granted to the Board of Directors to attribute stock options to the employees and eligible Directors of the Group 38 months 3% of the number of shares forming the capital at the date of the decision to allocate them Nil (1) (3) (4) 3% of the number of shares forming the capital at the date of the decision to allocate them Nil (1) (3) (4) (1) The total maximum nominal amount of the capital increases capable of being realised as a result of this delegation of authority is set against the amount of the overall ceiling fixed at €34. Subject of the Resolution €1 billion for debt securities (2) (1) €1 billion for debt securities (2) Nominal amount remaining available: €834.793.750.750. to decide fix the issuance price in accordance with the terms and conditions fixed by the Shareholders’ General Meeting (6) 26 months Within the limit of 10% of the capital per annum (1) (5) Nil Authorisation granted to the Board of Directors to increase the number of securities to be issued in the case of a share capital increase with or without preferential subscription rights 26 months Within the limit provided by law (to date.

000 (3) Delegation of authority to the Board of Directors to decide the share capital increase.000 (1) (2) (approximately 20% of the share capital) With respect to issuance of debt securities: €1.CHAPTER 21: ADDITIONAL INFORMATION Share capital A proposal will be put to the Shareholders’ General Meeting to be held on May 25.000.000. without preferential subscription rights. by way of a public offering or private placements pursuant to Article L. by issuing shares and/or other securities giving access to the share capital. 411-2-II of the French Financial and Monetary Code.500. without preferential subscription rights.000. 2016 to adopt the following financial delegations: Term of the Authorisation Maximum Nominal Amount Authorization granted to the Board of Directors to trade the Company’s shares (share buy-back program) 18 months Up to a limit of 10% of the total number of shares comprising the share capital or 5% of the total number of shares with the purpose of holding them for subsequent payment or exchange in the context of potential external growth transactions Authorization granted to the Board of Directors to reduce the share capital by cancelling treasury shares 26 months Up to a limit of 10% of the share capital by 24 months period Delegation of authority to the Board of Directors to increase the share capital by capitalization of premiums.000 (1) (approximately 50% of the share capital) With respect to issuance of debt securities: €1. profits or other amounts 26 months €14. reserves.000 Delegation of authority to the Board of Directors to decide the share capital increase.000.000 (3) €7. by issuing shares and/or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued 26 months Subject of the Resolution (approximately 20% of the share capital) With respect to the share capital increase: €36.000. and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued (6) 26 months Delegation of authority to the Board of Directors to decide the share capital increase.000 (1) (2) (approximately 20% of the share capital) With respect to issuance of debt securities: €1. up to a limit of 10% of the share capital per year (6) 26 months Delegation of authority to the Board of Directors to decide to increase the amount of issuances with or without preferential subscription rights 26 months Up to the limit set forth by the applicable regulation (15% of the initial issuance as of today) (1) Delegation of authority to the Board of Directors to issue shares or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/ or equity securities to be issued without preferential subscription rights in remuneration of contributions in kind up to a limit of 10% of the share capital 26 months With respect to the share capital increase: 270 .000 (3) .500.000.000.500.000 (3) With respect to the share capital increase: €14. 411-2-II of the French Financial and Monetary Code. by way of a public offering.000 (1) (2) (approximately 20% of the share capital) With respect to issuance of debt securities: €1.000. by issuing shares and/ or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/ or equity securities to be issued 26 months Delegation of authority to the Board of Directors to determine the price of the shares in accordance with the terms and conditions set by the General Shareholders’ Meeting in case of a share capital increase. without preferential subscription rights.000.000. with preferential subscription rights.REGISTRATION DOCUMENT 2015 / SPIE SA With respect to the share capital increase: €14.500.000 (1) (approximately 10% of the share capital) With respect to issuance of debt securities: €1.000.000.000 (3) With respect to the share capital increase: €14. by way of private placements pursuant to Article L.

and with the right to sub-delegate its powers. with faculty of sub-delegation in accordance with legislative and regulatory provisions.000 (approximately 20% of the share capital) is applicable to these delegations of authority. • or 5% of the total number of shares constituting the Company’s share capital if the shares are purchased by the Company with the purpose of holding them for subsequent payment or tender in a merger. for a period of 18 months as from the date of the Shareholders’ General Meeting. 225-148 of the French Code de commerce).000.1. 2016 to renew this authorisation and to adopt the following resolution: The Board of Directors shall be authorized. of the French Commercial Code. Including in the context of a public exchange offer initiated by the Company (Article L. Subject to the maximum nominal amount of issuances of shares reserved for employee of €2.000 (1) Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated individuals without preferential subscription rights (employees and officers of the Company and other Group companies) 18 months €2. The Shareholders’ General Meeting held on May 7. it will be proposed to the Shareholders’ General Meeting of the Company which will be held on May 25. spin-off or contribution. Articles 241-1 to 241-5 of the AMF General Regulations (Règlement général de l’AMF). granted during each financial year. Regulation (EC) No. such number of shares of the Company that may not exceeding: • 10% of the total number of shares constituting the Company’s share capital at any given time. 2273/2003 of the European Commission of December 22.500.750. 21.000. as the case may be. 271 .1. of the French Commercial Code.CHAPTER 21: ADDITIONAL INFORMATION Share capital Term of the Authorisation Maximum Nominal Amount Delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights 26 months €2. 2015 had authorised the Board of Directors. in accordance with the provisions of Articles L. the Company has issued no non-equity security. 2003 and the market practice accepted by the AMF. 225-209 et seq. Delegation of authority subject to the global maximum nominal amount of issuances of debt securities of €1. on one or several times and when it deems appropriate.000. A sub-ceiling of 10% of all the shares or options.000. and therefore to purchase. 2273/2003 of the European Commission of December 22.750.750.2. Articles 241-1 to 241-5 of the AMF General Regulations (Règlement général de l’AMF). the Company holds 390 treasury shares. 21. Non-equity securities On the date of registration of this Registration Document. to implement a buy-back programme for the repurchase of the shares of the Company. no transaction therefore took place in connection therewith in 2015. in accordance with the provisions of Articles L. is applicable to the allocations to the Directors.000 (approximately 50% of the share capital). in accordance with applicable legal and regulatory provisions. As a result. 2003 and the market practice accepted by the AMF. 225-209 et seq.000 (1) (4) Authorization granted to the Board of Directors to issue free new or existing shares to the benefit of employees and Directors of the Company and other Group companies 38 months Up to 3% of the share capital (1) (4) (5) Authorization granted to the Board of Directors to issue stock options to the employees and eligible Directors of the Group 38 months Up to 3% of the share capital (1) (4) (5) Subject of the Resolution (1) (2) (3) (4) (5) (6) Delegation of authority subject to the global maximum nominal amount of share capital increases of €36. to implement a buy-back programme for the repurchase of the shares of the Company.3. The Board of Directors did not implement the share buy-back programme during the financial year 2015. Regulation (EC) No.000. A sub-limitation amount of €14. Other securities giving rights to capital On the date of registration of this Registration Document.

all authorised allocation and. as well as for the purpose of any hedging operation related to these operations subject to the conditions set out by the market authorities and at such times as. directly or indirectly. to the Company’s share capital through repayment. with faculty of sub-delegation under applicable legislative and regulatory conditions. a stock split or stock consolidation. nevertheless. establish any information document. The Board of Directors may. These shares may be acquired. of the French Employment Code or (iv) any free granting of shares in accordance with the provisions of Articles L. sale or transfer of these shares may be made and paid for by all appropriate means in accordance with applicable laws and regulations. on a regulated market. systematic internaliser or on an over-the-counter market. or (iii) any employee savings plan sponsored by the Company pursuant to the provisions of Articles L. 2015. of the French Commercial Code. in accordance with applicable legislative and regulatory provisions. on or off market.CHAPTER 21: ADDITIONAL INFORMATION Share capital These percentages apply to a number of shares adjusted. including by the purchase or sale of blocks. reallocations of repurchased shares for the purposes of the program or any of its objectives. presentation of a warrant or in any other manner as provided by law. to implement this authorisation. the Board of Directors or the person acting under the delegation of powers of the Board of Directors deems appropriate. €33. • granting for free or assign shares to the executive officers and to employees of the Company and the other entities of the Group. to take into account the transactions which may impact the share capital after the given Shareholders’ General Meeting. in the event of transactions relating to the Company’s share capital. in accordance with the terms of the legislative provisions and of this resolutions. Acquisitions made by the Company may under no circumstance result in the Company holding at any time more than 10% of the shares composing its share capital. 2016. excluding charges. or their sale. • to implement any market practice accepted by the AMF from time to time. conclude any agreement. (ii) any Company’s stock option plans in accordance with the provisions of Articles L. conversion. complete all formalities. the Board of Directors or the person acting under the delegation of powers of the Board of Directors deems appropriate.REGISTRATION DOCUMENT 2015 / SPIE SA The maximum purchase price per share shall not exceed. of the French Commercial Code. exchange. This authorization shall cancel and replace the one granted by the fourth resolution of the Shareholders’ General Meeting of May 7. 225-177 et seq. on a multilateral trading systems. by using securities granting rights to shares of the Company. as provided by law. or more generally. • delivering the Company’s shares upon exercise of the rights attached to securities giving access. at such times as the Board of Directors deems appropriate. in particular for maintaining the register of share purchases and sales. as necessary. and in particular in the context of (i) any profitsharing scheme of the Company. and in general. The Board shall also be granted all powers. in accordance with applicable laws and regulations. and more generally. The Board of Directors shall inform the shareholders. and is granted for a term of heighten (18) months as from the Shareholders’ General Meeting of May 25. • cancelling all or part of the shares thus repurchased. and to set the conditions. make all declaration to the AMF or any other competent authority. . and in particular in case of a change in the nominal value of the share. 272 . The acquisition. in order to carry out. as well as any hedging operation related to these operations subject to the conditions set out by the market authorities and at such times as. All powers are granted to the Board of Directors. perform all operations or any other accepted operation. 225-197-1 et seq. 3331-1 et seq. in accordance with the market practice accepted by the AMF and by applicable regulation. by using options or other financial derivatives or warrants. to specify its terms as necessary. of transactions carried out pursuant to this authorization. as necessary. do all that is necessary. pursuant to the decisions of the Board of Directors for the following purposes: • to ensure liquidity and an active market in the Company’s shares through an investment services provider pursuant to a liquidity agreement in accordance with the code of ethics recognised by the AMF. with the right to sub-delegate. and in particular take any trade order. a capital increase through capitalisation of reserves followed by the issue and the free allotment of shares. adjust the maximum purchase price referred to above in order to take into account the impact of such transactions on the value of the share. • holding the shares for the purpose of subsequent payment or exchange in the context of potential external growth transactions.

Shares held by or on behalf of the Company On the date of registration of this Registration Document.47 €72.000 €0.070 €1 €39.070 36. 21.1.076.793.4.000.17 10/29/2015 Capital increase by raising the par value of the shares €69.070 39.000 150.634.1.634. Conditions governing any acquisition right and/or any obligation attached to capital subscribed but not paid up 21.816.17 150.000.500.1.634.4637 €69.32 Date Number of shares after transaction Par value Capital after transaction 273 . 21.634.557.000.6. the Company does not directly hold any of its shares.070 39.415.070 06/11/2015 Capital increase €39.634.000 12/10/2015 Share employee offering €70.500.156 €0.5. Change in the Company’s capital over the last three years Type of transaction Capital before transaction Number of shares before transaction 01/11/2012 Capital increase €36.000 154.1.816.000 150.557.7.47 €70.070 150.000. Share capital of any company of the Group that is the subject of an option or an agreement that stipulates placing it under option Nil.CHAPTER 21: ADDITIONAL INFORMATION Share capital 21. Nil.634.000 €0.

up to a limit of three. administrative. the Company is authorised to perform any commercial.3 of this Registration Document). IT as well as negotiation of any type of contracts and management assistance and advising services and any other type of services to the benefit of companies. financial. The term of office of the non-voting Directors is four years.2. at least two thirds of the Audit Committee.2. legal. chosen among the shareholders or outside.2. to the extent possible. tax. The internal rules specify the provisions relating to the Board of Directors cited below. at least one-third of the Directors. This obligation does not apply to the employee shareholders who may be named to the Board. The Board of Directors ensures that the proportion of independent members is.2. reviews the qualification of each of its members (or candidates) on a case by case basis. the organisational and operational conditions. subject to exceptions allowed by law. Board of Directors (Articles 15. entities or consortium. 3. the powers and authority of the Committees that the Board has created (see Section 16. no later than six (6) months after his election. after an opinion from the Nominating Committee.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association 21. in any event. industrial or financial operation that may be directly or indirectly related. to the Shareholders’ General Meeting at the time of the election of the members of the Board. They are called to the Board of Directors meetings and participated in the deliberations of the Management Committee but with a right of discussion only. Consumer loans of shares by the Company to the members of the Board of Directors are not allowed. The Board of Directors can designate one or several non-voting Directors. including their potential compensation. The non-voting Directors can be natural persons or legal persons.REGISTRATION DOCUMENT 2015 / SPIE SA During the life of the Company. with regard to the criteria cited below. to the purpose cited above or to all other related or complementary activities or those which could contributed to its expansion or development. Generally. . accounting. 21. MEMORANDUM AND ARTICLES OF ASSOCIATION 21. 4 and 7 of the internal rules) Designation Members The Articles of Association and the Internal Rules of the Board of Directors provide that each Director must own at least 100 shares during the entire term of office and. The nonvoting Directors are eligible for re-election. Directors are nominated. is (i) the activity of a holding company that holds financial interests in any form (majority or non-controlling) in French or foreign companies and enterprises and (ii) the providing of commercial. During this evaluation. and more than half of the Compensation Committee. Corporate purpose The purpose of the Company. 21. the Board of Directors conducts an evaluation of the independence of each of its members (or candidates). Also. its Group or its management that might compromise the exercise of his freedom of judgment. At the time of each replacement or nomination of a member of the Board of Directors and at least once a year before the publication of the Company’s Annual Report.1. except for resignation or early termination of office decided by the Board of Directors. the Board of Directors. are set out by the Board of Directors. particularly its operational procedures and powers. Provisions of the Articles of Association governing the administrative and management bodes – Internal rules of the Board of Directors The description below summarised the main provisions of the Articles of Association and internal rules governing the Board of Directors. In accordance with the AFEP-MEDEF corporate governance code of publicly traded companies. in France and abroad.2. renewed or dismissed under the conditions stipulated by the laws and regulations in force and these Articles of Association. The conclusions of this review are reported to the shareholders in the Annual Report and. 16 and 17 of the Articles of Association and 1. as applicable. The terms of exercise of their mission. The Company is administered by a Board of Directors of at least three members and no more than eighteen. in whole or in part. the specific circumstances and the situation of the interested party in relation to the Company. equal to 274 .2. technical.1. 2. a member of the Board of Directors is independent if he has no relationship of any kind with the Company.

Chairman of the Board of Directors The Board of Directors elects a Chairman from among its individual members. At the time they take office. The Board of Directors shall validly deliberate only if at least half of the members are present. to be acquired over a two-year period.000. The Chairman of the Board of Directors shall organise and direct the work of the Board. The functions of the Senior Independent Director are detailed in Section 14. is must immediately notify the Company.1. Deliberations of the Board of Directors The Board of Directors assumes the missions and exercises the powers granted to it by law. The office of permanent representative is given for the duration of the term of office of the legal entity he represents. for an amount of more than ten million euros (€10. Directors may be re-elected. ensures that the Directors are in a position to perform their mission.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association at its meeting of March 10. and within the limits of the corporate purpose. and report on that work to the Shareholders’ General Meeting. in the context of the business plan or the budget. He ensures the correct operation of the bodies of the Company and. resignation or extended inability of the permanent representative. The Chairman is elected for a term that may not exceed his term as Director.1. the Board of Directors may appoint from among its independent individual members a Senior Independent Director for a term which may not exceed the term of his mandate as Member of the Board. Subject to the powers expressly attributed to Shareholders’ General Meetings. If the legal entity revokes the appointment of its permanent representative. At the time they are elected. (ii) Any investment (except paragraph (iii) below) not approved according to paragraph (i) above. in particular. The following decisions are subject to prior authorisation by the Board of Directors voting by simple majority of the members present or represented: (i) Approval or amendments to the business plan or to the budget (including investment budgets together with the related financing plan) of the Company. 275 . The Board of Directors defines the strategies for the business of the Company and monitors implementation. Duties The term of office of Director is four years. 2016. if all members are present or represented. even in the absence of a notice of meeting. of this dismissal and the name of its new permanent representative. In the event of a tie vote. They may be dismissed at any time by the ordinary Shareholders’ General Meeting. This is also true for any shares subsequently acquired. including the consolidated annual budget of the Group. the Senior Independent Director or one of its members as often as the Company’s interests require. The Board of Directors may validly deliberate. by registered mail. it is specified that the frequency and duration of Board meetings must be such that they allow in-depth review and discussion of matters falling within the jurisdiction of the Board of Directors. Senior Independent Director On a proposal from the Appointments Committee. the Board considers any question affecting the correct operation of the Company. He may be re-elected. and who incurs the same responsibilities as he were a Director in his own name.6 “Senior Independent Director” of this Registration Document. the Chairman of the meeting shall cast the deciding vote. without prejudice to the joint liability with the legal entity he represents. This appointment is mandatory when the functions of Chairman of the Board of Directors and of Chief Executive Officer are combined and optional otherwise. The Board of Directors conducts the controls and verifications it deems appropriate. the Articles of Association of the Company and the internal rules of the Board of Directors.000). Directors must not be over the age of 75 (it being specified that the number of Directors over the age of 70 years old shall not exceed one third of the Directors in place) and are governed by the applicable laws and regulations governing total number of offices and positions held. This is also required in the event of the death. and rules the Company’s affairs through its resolutions.500 shares of the Company. legal entities must appoint a permanent representative who is subject to the same conditions and obligations. The Board of Directors meets when called by the Chairman. the Board of Directors issued a recommendation pursuant to which Independent Directors shall own 1. the members of the Board of Directors must register their shares. Identity of the Directors Directors may be individual or legal entities. Decisions shall be adopted by a simple majority of the members present or represented.

General Management (Article 18 of the Articles of Association) (vii) Any amendment to the bylaws of the Company. appointed by the Board from Board members or outside the Board. (x) Any decision to amend the compensation conditions. who holds the title of Chief Operating Officer. except guarantees granted to customs and tax authorities in the normal course of business.000. The Chief Executive Officer and Chief Operating Officers may not be older than 65. • may also allocate exceptional compensation to certain members for the missions or mandates assigned to them.000) or a company or a third company or enterprise with an annual revenue higher than hundred and fifty million euros (€150. and (xii) Any merger. taking into consideration the actual participation of the Directors on the Board and in the Committees. provided that this transaction involves an enterprise value or a transaction amount higher than fifty million euros (€50. General Management On the recommendation of the Chief Executive Officer. in cash or in kind.2. In this case.2. either by the Chairman of the Board of Directors. The Board of Directors chooses between these two methods of management at any time and at least each time the appointment of the Chief Executive Officer or the term of office of the Chairman expires when the Chairman also assumes general management of the Company. When management of the Company is performed by the Chairman of the Board of Directors.000).000. 21. the Board of Directors: • freely distributes among the members the Directors’ fees allocated to the Board of Directors by the Shareholders’ General Meeting. provided that this transaction involves an enterprise value or a transaction amount higher than thirty million euros (€30. spin-off. 276 .000. (iv) Any launch of a significant business not within the usual scope of the companies of the Group or any decision to stop or reduce significantly the main businesses of the Group. the following provisions concerning the Chief Executive Officer shall apply to the Chairman.000) counterparty risk.000. (xi) Any disposal of a company belonging to the Group or any disposal of one or several of its main businesses. or a company or a business with an annual revenue higher than hundred million euros (€100. or by another individual. any incentive mechanism of the employees of the Group). together with the entry in any agreement of an overall amount equal or higher than fifty million euros (€50. The Board of Directors reviews the pertinence of the level of Directors’ fees with regard to the tasks and responsibilities of the Directors. . (v) Constitution of security interests (endorsement and guarantees) by the Company for the benefit of a third party. the Board of Directors may appoint one or more individuals charged with assisting the Chief Executive Officer. or contribution in kind involving a company of the Group and a third company provided that this transaction involves an enterprise value of the third company or a transaction amount higher than fifty million euros (€50. who holds the title of Chief Executive Officer. (vi) Any decision to participate in a project involving a company of the Group up to an amount higher than fifty million euros (€50. • determines the amount of the Chairman’s compensation.000).2. (ix) Any decision of issuance of any securities granting access to the share capital of the Company (including stockoptions plan.000).000).000) or a company or a business with an annual revenue higher than hundred and fifty million euros (€150. under his responsibility.000.000. The management of the Company is assumed. any Company savings plan or.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association (iii) Any external growth transaction or takeover or acquisition of stake. he holds the title of Chairman-Chief Executive Officer. variable.000. fixed.000.000).REGISTRATION DOCUMENT 2015 / SPIE SA Shareholders and third parties shall be informed of this choice under the conditions required by regulations. There may be no more than five Chief Operating Officers. of the executive officers of the Company. Method of management (viii) Proposition in relation with any financial undertaking or any operation of indebtedness that would lead the leverage ratio of net debt on EBITDA of the Group to be above a certain amount set annually by the Board of Directors. Compensation of Board members On the recommendation of the Compensation Committee.

Each share gives a right to a share of the profits and corporate assets in proportion to the percentage of capital it represents. on the recommendation of the Chief Executive Officer. unless decided otherwise by the Board of Directors. second subparagraph of the French Commercial Code. Rights. delegate the powers they deem appropriate. but this term may not exceed the term of office on the Board. individual shares or a number of shares less than the number required give no rights to their owners against the Company. When the Chief Executive Officer ceases or is prevented from performing his duties. 12 and 13 of the Articles of Association) Fully paid-up shares are in registered or bearer form. For the calculation of such shares holding period. individually or in a committee or commission. except when the Chief Executive Officer assumes the position of Chairman of the Board of Directors. Ownership of a share legally implies compliance with the Articles of Association and the resolutions of the Shareholders’ General Meeting. He shall exercise those powers within the limits of the corporate purpose and subject to the powers attributed expressly to the Shareholders’ General Meeting and the Board of Directors by law. 225-123. if applicable.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association The term of office of the Chief Executive Officer or the Chief Operating Officers is determined at the time they are appointed. the agent shall be designed by the court at the request of one of the co-owners. and include or exclude the option of substitution. The Company is committed by the acts of the Chief Executive Officer which do not fall within the corporate purpose. simple publication of the Articles of Association is not sufficient to establish such proof. Pursuant to Article L. If dismissal is decided without grounds.2.3. He represents the Company in its relations with third parties. for one or more specific purposes. Powers of the Chief Executive Officer and the Chief Operating Officers The Chief Executive Officer is vested with the most extensive powers to act in all circumstances in the name of the Company. Shareholders are liable for losses only up to the amount of their contributions. the double voting right is granted as from their issue to new shares allocated free of charge to a shareholder due to old shares for which the shareholder benefits from the same right. The Chief Operating Officers have the same powers as the Chief Executive Officer with respect to third parties. the Company’s shares holding period preceding the date of admission to trading of the Company’s shares on the regulated market of Euronext Paris is not taken into account. This is also true for the Chief Operating Officers. 277 . until the appointment of the new nouveau Chief Executive Officer. with or without possibility of substitution. The double voting right automatically ceases when the share is converted to the bearer form or is subject to a transfer of ownership. This double voting right may be exercised at any Shareholders’ General Meeting. Decisions of the Board of Directors limiting the powers of the Chief Executive Officer are not enforceable against third parties. A double voting right will be granted to the benefit of shares fully paid-up which have been held in registered form by the same shareholder for at least two (2) years. The rights and obligations attached to a share remain with the share when it is transferred. 11. the Chief Operating Officers retain their duties and powers. under the conditions defined by the regulations in force. privileges and restrictions attached to shares (Articles 10. profits or premiums. it may result in damages. In agreement with the Chief Executive Officer. it is the responsibility of the shareholders to combine the number of shares necessary. The Chief Executive Officer may be dismissed at any time by the Board of Directors. unless it proves that the third party knew that the act exceeded this purpose or that the third party could not have been aware of this fact given the circumstances. in this case. subject to the limitations stipulated by law. the Board of Directors determines the scope and duration of the powers granted to the Chief Operating Officers. 21. within the limits set by the laws in force. The delegations so granted retain all their effects despite the expiration of the term of office of the person who granted them. to all agents. Co-owners of indivisible shares are represented at Shareholders’ General Meetings by one of the owners or by a single agent. in the event of a share capital increase by capitalisation of reserves. Whenever it is necessary to hold several shares to exercise a right. The Chief Executive Officer or the Chief Operating Officers may. Shares are indivisible with respect to the Company. at the shareholder’s discretion. The Board of Directors determines the compensation of the Chief Executive Officer and the Chief Operating Officers. Moreover. If they disagree. it gives the right to vote and to representation at Shareholders’ General Meetings under the conditions set by law and the Articles of Association. even outside the Company. These powers may be permanent or temporary.

and to ensure the meeting is properly conducted and that minutes are prepared. under the conditions defined by the laws and regulations in force. 21. if he is absent or unable to do so. an attendance sheet containing the information required by law shall be kept.5. to ensure the proper conduct of discussion. certify and sign the attendance sheet. which allow identification under the conditions required by the regulations in force.2. On a decision by the Board of Directors. except where otherwise stipulated by laws or regulations. 21. by the member of the Board of Directors specifically delegated for this purpose by the Board of Directors. . whether or not they are shareholders themselves. If not.1. Agenda The meeting agenda is provided on the notices and letters of meeting. Attendance sheet.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association If there is a beneficial owner.REGISTRATION DOCUMENT 2015 / SPIE SA Any shareholder may participate at meetings in person or through his agent.2. They are registered in an account and are transferred. modification of the rights attached to the shares is governed by law. by a transfer between accounts. in all circumstances it may dismiss one or more Directors and replace them. including electronic or broadcast transmission methods. The legal representatives of shareholders who are legally incapacitated or the individuals representing legal entities shall participate in meetings. it is decided by the author of the notice.5. They are held at the registered office or at any other location indicated in the notice of meeting.5.5.2.2. under the conditions defined by the regulations in force. with respect to the Company. Notice and place of meeting Shareholders’ General Meetings are called under the conditions. 21. officers. the meeting shall elect a Chairman. The mission of the officers is to verify. the share registration must show the existence of the beneficial ownership.4. any shareholder may vote remotely or give his proxy pursuant to the regulations in force using a form prepared by the Company and sent to the Company under the conditions defined by the regulations in force. The meeting may deliberate only on items indicated on the agenda. If not. in the forms and deadlines set by law.3. 21. 21. are deemed present for the calculation of quorum and majority. The duties of tellers are performed by the two members of the meeting who are present and accept the duties and who themselves or as agents have the largest number of votes. This form must be received by the Company under the regulatory conditions to be counted. Shareholders’ General Meetings (Article 19 of the Articles of Association) 21. the voting right belongs to the beneficial owner in ordinary Shareholders’ General Meetings and to the bare owner in extraordinary Shareholders’ General Meetings. in his absence. On the decision of the Board of Directors published in the notice of meeting to use such telecommunications methods.5. including the Internet. who does not have to be a shareholder. The officers name the secretary. the meeting elects its own Chairman. with proof of his identity and the ownership of his shares in the form of accounting registration under the conditions defined by the laws and regulations in force. Meetings are chaired by the Chairman of the Board of Directors or. Except where otherwise stipulated in an agreement notified to the Company by registered mail with return receipt. minutes At each meeting. Access to meetings Any shareholder has the right to attend Shareholders’ General Meetings and participate in the deliberations personally or through an agent. and acting under the statutory conditions and within the statutory time periods. 278 .4. Minutes of meetings are prepared and the copies are certified and delivered as required by regulations. Meetings are chaired by the Chairman of the Board of Directors or. Modifications of the capital and rights attached to the shares Insofar as the Articles of Association make no specific provision. by a Director specifically delegated for this purpose by the Board of Directors.2. shareholders who attend the meeting via videoconference or other telecommunication or electronic transmission methods. Registered or bearer shares are freely negotiable. to settle incidents at meetings.2. however. have the option to require the inclusion of proposed resolutions on the agenda. to count the votes cast.2. One or more shareholders representing at least the percentage of capital required by law.

recorded in the minutes of the Shareholders’ General Meeting.2.5. The Company reserves the option to inform the public and the shareholders of either the information of which it has been notified or the non-compliance by the person in question with the aforementioned obligations. It may not. represented or who have voted by mail or electronically. no quorum is required. represented or voting by mail or electronically. or voting by mail and electronically. This notification must be made. The Articles of Association of the Company contain no provisions that will allow delaying. Extraordinary Shareholders’ General Meeting Only the Extraordinary Shareholders’ General Meeting is authorised to amend all provisions of the Articles of Association. or any multiple of this percentage.6. it may legally deliberate only if the shareholders present or represented. any individual or legal entity who comes to hold directly or indirectly.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association Minutes are prepared and copies or excerpts of the resolutions are issued and certified as required by law. However. 21. subject to operations resulting from a legally performed consolidation of shares. hold at least one quarter of the voting shares on the first notice of meeting. under no circumstances may the extraordinary Shareholders’ General Meeting increase the commitments of the shareholders or damage the equality of their rights unless this is done by unanimous vote of the shareholders. It legally deliberates only if the shareholders present. alone or in concert and the voting rights potentially attached to said shares.5. 233-9 of the French Commercial Code and the provisions of the general regulation of the AMF).2.2. a fraction of 1% of the capital or voting rights (calculated pursuant to the provisions of Articles L. must notify the Company of the total number of (i) shares and voting rights he holds directly or indirectly. when the shareholder’s interest in the capital or voting rights falls below one of the aforementioned thresholds. the Company has the right to request identification of holders of securities that grant voting rights immediately or in the future in its Shareholders’ General Meetings. deferring or preventing a change in control. increase shareholders commitments. Stipulations that allow delaying. within the same deadlines and under the same conditions.5. and one-fifth of the voting shares on the second notice. however. in addition to the declarations of thresholds expressly stipulated by the laws and regulations in force. The obligation to inform the Company also applies. 233-7 and L. Ordinary Shareholders’ General Meeting The Ordinary Shareholders’ General Meeting is a meeting called to make all decisions that do not amend the Articles of Association. Declaration of thresholds and identification of shareholders As long as the Company’s shares are listed for trading on a regulated market.7. The meeting rules by a two-thirds majority of the votes of the shareholders present. If the second quorum is not reached. deferring or preventing a change in control of the Company As long as the shares of the Company are listed for trading on a regulated market. It rules by a majority of the votes held by the shareholders present. within a period of four market days from the date the relevant threshold is crossed. 211-1 of the Monetary and Finance Code. If the threshold declaration obligation cited above is not met. It meets at least once a year within six months after the closing of each fiscal year to approve the financial statements for the year and the consolidated financial statements. 279 . 21. On the first notice of meeting. represented or who have voted by mail or electronically. alone or in concert. 21. and at the request of one or more shareholders representing at least 1% of the capital or voting.6. by registered mail with return receipt. hold at least one-fifth of the voting shares. as well as the number of securities held. alone or in concert (ii) securities giving future rights to the capital of the Company which he holds directly or indirectly. On the second notice of meeting. under the conditions stipulated by the laws and regulations in force. the shares that exceed the fraction that should have been declared shall be deprived of the voting right until the expiry of a period of two years after the notification is regularised. 21. and (iii) shares already issued which this person may acquire under an agreement of financial instrument stipulated in Article L.2. the second meeting may be moved to a date no more than two months from the date on which it was called.

the acquisition of the control (within the meaning of Article L. 151-3 et R. 2014-479 dated May 14. .2. Regulations applicable to foreign investments in France As of the date of registration of this Registration Document. he may attach one or several conditions to his authorisation in order to safeguard the sustainability of the relevant activities.  233-3 of the French Commercial Code). industrial capabilities. Pursuant to these provisions. The acquisition of more than 33. refuse such approval. the Company and the Group fall within the scope of application of laws and regulations related to foreign investments in France set out in Articles L. in particular. Specific clauses governing changes in the share capital The Articles of Association of the Company contain no special provisions governing changes in the share capital that are stricter than the legal provisions. by an investor that is not a national of the European Union member State or of a State which has entered into a convention of administrative assistance with France. of the French Monetary and Financial Code (as amended by the décret No. the Group operates certain activities that enter in the scope of regulation applicable to foreign investments in France.33% of the share capital or voting rights of the Company or any of its French subsidiaries which operates such activities. upon justification. He can also. 153-1 et seq.2. 280 . Thus. the Minister of Economy is in charge of verifying that the conditions in which the operation is contemplated do not impact the national interests.8. with respect to National Defence. 2014 related to foreign investments subject to prior approval). D&R capabilities or any related know-how. of the Company or any of its French subsidiaries which operates activities listed in the above mentioned provisioned shall be submitted to the prior approval by the Ministry of Economy. it may be subject to financial sanction of which maximum amount account for an increase of 100% of the illegal investment and to criminal penalties provided in Article 459 of the French Customs Code. Because of these activities.CHAPTER 21: ADDITIONAL INFORMATION Memorandum and Articles of Association 21.9. 21. Any operation carried out in breach of these provisions shall be null. particularly in the event of negative impact on the national interests. is submitted to the same procedure. In addition.REGISTRATION DOCUMENT 2015 / SPIE SA Pursuant to the prior approval procedure. by a foreign investor.

MAJOR CONTRACTS See Section 10. France One of the leading world satellite operators has called upon SPIE to protect the power network of its Rambouillet teleport.2. 281 .2 of this Registration Document.CHAPTER 22 Eutelsat.

REGISTRATION DOCUMENT 2015 / SPIE SA .282 .

283 .CHAPTER 23 University of Bradford. INFORMATION FROM THIRD PARTIES. EXPERT DECLARATIONS AND DECLARATIONS OF INTERESTS Nil. United Kingdom To develop the “knowledge in action” of this prestigious university. SPIE has renovated the staff offices and the teaching spaces.

REGISTRATION DOCUMENT 2015 / SPIE SA .284 .

minutes of Shareholders’ General Meetings and other corporate documents of the Company. The regulated information as defined by the general regulation of the AMF is also available on the Company’s website. as well as the historical financial information and any valuation or declaration established by an expert at the Company’s request that must be available to the shareholders. as required by the applicable law. 285 . France Following 16 months of construction fully managed and executed by its teams. DOCUMENTS ACCESSIBLE TO THE PUBLIC The Articles of Association. may be consulted at the Company’s head office. SPIE’s new registered office is a true showcase of its know-how in sustainable development and intelligent building.CHAPTER 24 Europa.

286 .REGISTRATION DOCUMENT 2015 / SPIE SA .

CHAPTER 25 Langa.1 of this Registration Document in Note 27 to the consolidated financial statements of the Company for the year ended December 31. 2015. 287 . France Use of 5 solar parks representing an installed capacity of 35 MWc.1. INFORMATION ON EQUITY INTERESTS The information on equity interests is provided in Section 20.

288 .REGISTRATION DOCUMENT 2015 / SPIE SA .

..................ANNEX 1 COP 21..................... ON THE REPORT PREPARED BY THE CHAIRMAN OF THE BOARD OF DIRECTORS OF SPIE SA ............ 225-235 OF THE COMMERCIAL CODE...... REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. 307 289 ....... France Provision of digital facilities and outsourcing services for the IT infrastructures in the Bourget exhibition centre................................ 290 STATUTORY AUDITORS’ REPORT............... 225-235 OF THE FRENCH COMMERCIAL CODE.... PREPARED IN ACCORDANCE WITH ARTICLE L.............. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP ........

The AFEP-MEDEF Code is available on the websites of the AFEP (www. the “Group”). ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY This report is prepared under the provisions of Article L. 225-37 of the French Commercial Code. 2015. In terms of corporate governance.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. The Annual Report should detail the dates of the beginning and expiry of each Director’s term of office. (…) 290 . women and men within the Board. in general. the limitations set by the Board to the powers of the General Management and.medef. to the Compensation Committee as regards its content relating to the executive officers’ compensation.REGISTRATION DOCUMENT 2015 / SPIE SA . including those relating to the preparation and processing of accounting and financial information. This report also includes provisions for setting the compensation and benefits of any kind granted to executive officers and any other information as prescribed by the aforementioned legislative provisions. complied during the 2015 Applicable Period and complies as of the date of this report. Preliminary remarks 2. with the recommendations relating to corporate governance set forth in the Corporate Governance Code for listed companies published by the AFEP and the MEDEF in December 2008. the Company refers to and. as updated in November 2015 (the “AFEPMEDEF Code”). Corporate governance 1. 225-235 OF THE COMMERCIAL CODE. 2015. 225-37 of the French Commercial Code and aims at presenting information on the composition of the Board of Directors and the implementation of the principle of balanced representation of women and men within the Board. This report from the Chairman of the Board of Directors was presented to the Appointments Committee as regards its content relating to the composition of the Board of Director. Corporate Governance Code The year 2015 was marked by the Initial Public Offering (IPO) of the Company on June 10.afep. this report therefore covers the period of 2015 from June 10. in coordination with the Finance and Legal Departments and with the Risk Control and Internal Audit Department of the Group. the limitations that the Board of Directors has set to the powers of the General Management and the internal control and risk management procedures implemented by the Company and its consolidated subsidiaries (hereafter. 225-235 of the French Commercial Code. and to the Audit Committee as regards its content relating to internal control and risk management procedures. the conditions of preparation and organisation of the work of the Board of Director. Recommendations of the AFEP-MEDEF Code that are not applied Justification Article 14 For historical reasons related to the shareholding of the Company and the existence of shareholders’ agreement among its main shareholders since its IPO. It was approved by the Board of Directors on March 10. the conditions of preparation and organisation of the Board of Director’s work. 2016.com). in accordance with Article L. to make the existing staggering clear. all information relating to corporate governance. the Company contemplates that the Board of Director shall review the terms of offices of the next block renewals and possibly provide for shorter terms. first day of trading of the Company’s shares on the regulated market of Euronext Paris.com) and of the MEDEF (www. While considering that the absence of staggered renewal does not hinder the proper functioning of the Board of Directors. insofar as corporate governance rules applicable to companies whose shares are admitted to trading on a regulated market only became applicable to the Company as from its IPO (this period is referred to as the “2015 Applicable Period”). (…) Terms should be staggered so as to avoid replacement of the entire body and to favour a smooth replacement of Directors. the application of the principle of balanced representation of A. in accordance with Article L. This report was prepared by the Chairman of the Board of Directors. and to which it is attached. subject to what is stated in this report. This report has also been sent to the Company’s auditors with a view to preparation of their report on this report. the terms of offices of the Directors were not staggered. With respect to corporate governance matters.

3. The by-laws further provide that the Board of Directors may appoint one or more non-voting Directors. Article 23. Composition and functioning of the Board of Directors Composition The Company’s by-laws provide that the Board of Directors comprises between three and 18 members. the Board may use either a reference to the annual compensation. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Recommendations of the AFEP-MEDEF Code that are not applied Justification Article 17. which is closely linked to the evolution of the shareholding of the Company. the Chief Executive Officer shall be associated with the Appointments or Nominations Committee’s proceedings.434. However.6% of the share capital. The composition of this Committee is therefore not compliant with the recommendation of the AFEP-MEDEF Code.396 shares he holds as of the date hereof.. each Director (except for the Director representing the employee-shareholders and the Director representing the employees) must hold at least 100 shares of the Company. in registered form.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. However. who shall not be older than 75 years-old (provided that the number of Directors over 70 years-old shall not exceed one third of the Directors in office) and appointed for renewable 4-year term. for renewable four-year term. The term of office of the members of the Board of Directors is four years. the Chairman may be a member of this Committee. a very significant number of shares representing 1. Pursuant to the Company’s by-laws.e. Directors are appointed by the Shareholders’ General Meeting upon proposal from the Board of Directors. it will need to be compatible with potential performance criteria and must be periodically reviewed in the light of the executive Director’s situation. which may be made up of exercised stock options or performance shares. or in the case of shares resulting from the exercise of the options or performance shares. with one independent member.434.1 The Chairman of the Board. In accordance with Article L.. i. where necessary. the Chairman and CEO (along with certain managers and executive officers of the Group) undertook to keep all the shares he held as of the date of the IPO. itself receiving proposals from the Appointments Committee. 225-235 OF THE COMMERCIAL CODE. this composition does not allow more Independent Directors within this Committee. appointed by the Shareholders’ Ordinary General Meeting among the members of the Supervisory Board of the employee mutual fund (fonds commun de placement d’entreprise – FCPE) holding shares of the Company on behalf of the employees. 291 . or a combination of these references. of three. It [The Appointments Committee] must not include any executive Director and must mostly consist of Independent Directors. with a maximum Given the stakes represented by the appointment of Directors. Regardless of the standard used. The Board of Directors also comprises a Director representing the employees. the deputy Chief Executive Officers. In order to keep a consistent size with regard to the other Committees of the Board of Director. In the event that the offices of Chairman of the Board of Directors and Chief Executive Officer are separate. the Board of Directors comprises a Director representing the employee-shareholders. to a level determined by the Board.396 shares of the Company. a significant percentage of the capital gain net of the taxes and social contributions and of expenses related to the transaction. at least upon each renewal of the directorship. In the context of the Company’s IPO. Their office may be terminated at any time by the Shareholders’ Ordinary General Meeting. the Chief Executive Officer.. Non-voting Directors are convened to the meetings of the Board of Director and take part in the deliberations in advisory capacity. as of the date of this report. all in registered form. must be significant and increasing. The Board of Directors did not set a higher number of shares that the Chairman and CEO should hold.e. or a significant fixed number of shares. all the 2. The number of shares. For historical reasons related to the shareholding of the Company and the existence of shareholders’ agreement among its main shareholders since its IPO. the Chairman and CEO holds 2. Composition and functioning of the Board of Directors and the Board Committees a. 225-23 of the French Commercial Code. until June 10. during a period of at least 365 days after the settlement-delivery of the Company’s IPO. 2016 (included). For each executive Director. The term of office of each Director expires immediately after the meeting of the shareholder’s annual Ordinary General Meeting deliberating on the financial statements for the preceding financial year and held during the year during which the term expires.1 The Appointments Committee comprises four members. i.e.2. it was decided that two representatives of the main shareholders of the Company and the Chairman and CEO shall sit in this Committee. i. the members of the Management Board or the statutory manager of a limited stock partnership are required to hold as registered shares until the end of their term of office a significant number of shares periodically determined by the Board of Directors or the Supervisory Board.

Six Directors and two non-voting Directors have foreign nationality.26.2014 2018 Director Daniel Boscari 58 French 6. each Director must hold at least 100 shares. the missions and prerogatives of the Non-voting Directors.26. The Directors and non-voting Directors of the Company come from various backgrounds and have diverse skills. 2016.500 shares of the Company to be acquired over a two-year period.2014 2018 Denis Chêne 54 French 9. Until then: Senior Vice President.26.REGISTRATION DOCUMENT 2015 / SPIE SA . (2) As from December 8.9. see below.26. 2015. 2016.9.26.2015 2019 Director Roberto Quarta 66 American 9.2015 2019 Non-voting Director (3) Argentine Advisor to the Chairman (4) (1) As regards the assessment of the independence of the Directors. the Board of Directors comprises 12  Directors.2015 2019 Michel Bleitrach 70 French 9. The table below presents the composition of the Board of Directors during the 2015 Applicable Period: Age Nationality Name Appointment date Term of office Main function within the Group Chairman and CEO Directors Gauthier Louette 54 French 9.2014 2018 Independent Director (1) French 6. among which one representative of the employee-shareholders and one representative of the employees. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY the terms of offices of the Directors were not staggered. the Board of Directors issued a recommendation pursuant to which the Independent Directors shall own 1.26. Nine nationalities are therefore represented within the Board. Since June  10. 292 . the Company contemplates that the Board of Director shall review the terms of offices of the next block renewals and possibly provide for shorter terms.2015 2019 Non-voting Director (3) Non-voting Directors Baudoin Lorans 37 American Alexandre Motte 42 French 9.9.2014 2018 Éric Rouzier 40 French 9.2014 2018 Non-voting Director (3) Alfredo Zarowsky 63 French 6. and three non-voting Directors. (4) As from January 1. who are not required to hold a minimum number of shares of the Company.9.10 of the Internal Rules of the Board of Directors. 225-235 OF THE COMMERCIAL CODE.2014 2018 Director Director Italian Christian Rochat 50 Swiss 9. 2015. While considering that the absence of staggered renewal does not hinder the proper functioning of the Board of Directors. Strategy and Group Development.26.26.2014 2018 Director Group Chief Financial Officer Justin Méthot 40 Canadian 6. Also. (3) As regards the method of appointment. In accordance with the provisions of Article  15-6 of the Company’s by-laws and of Article 2.2014 2018 Director representing the employee-shareholders Payroll manager at SPIE Nederland Independent Director (1) Independent Director (1) Senior Independent Director (2) Sophie Stabile 45 French 9.2014 2018 Sir Peter Mason 69 British 9.26. at its meeting of March 10.2015 2019 Director representing the employees Group project finance manager and Director of municipality development Gabrielle van Klaveren-Hessel 54 Dutch 6. except for the Director representing the employeeshareholders and the Director representing the employees.9. see above and Chapter 21 “Additional Information” of the 2015 Registration Document to which this report is attached.26.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L.2014 2018 Independent Director (1) Regine Stachelhaus 60 German 9.

Under this analysis. Michel Bleitrach and Sir Peter Mason) are independent under these criteria. he shall ensure that members of the Board of Directors are able to exercise their duties in the best possible conditions. not counting the Director representing the employee-shareholder and the Director representing the employees for this purpose. directly or indirectly. two or one Director(s) for so long as it owns at least. He is in particular the preferred contact for shareholders. so that the proportion recommended by the AFEP-MEDEF Code is met. Indeed. Dubilier & Rice (“CD&R”). Regine Stachelhaus. In this context. 2015. The conclusions of the Appointments Committee were presented and approved by the Board of Directors at its meeting on December 8.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. CDPQ will be represented by a second Director. If CD&R is only represented by two Directors for the reasons described above. upon proposal of the Appointments Committee. 15% or 5% of the Company’s share capital. Ardian and the Caisse de Dépôt et Placement du Québec (“CDPQ”) vis-à-vis the Company at the time of its IPO. and (iii) CDPQ will be represented by one Director and one Non-voting Director for so long as it owns at least. in particular those not represented on the Board of Directors. the Appointments Committee and the Board of Directors noted that she had been appointed as a member of the Supervisory Board of SPIE GmbH in July 2015 and concluded that this does not affect her independence of judgment. including three Directors proposed by CD&R and one Director proposed by CDPQ and (ii) one Non-voting Director proposed by Ardian. Michel Bleitrach and Sir Peter Mason in light of all the criteria set forth by the AFEP-MEDEF Code. regarding corporate governance issues. The Internal Rules provide that the appointment of a Senior Independent Director is mandatory when the functions of Chairman of the Board and Chief Executive Officer are combined and optional otherwise. at least 15% of the Company’s share capital. 2015. these commitments provide in particular that CD&R. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The composition of the Board primarily reflects the commitments undertaken by Clayton. the Senior Independent Director performs the following missions: • Organisation of the Board of Directors: The Senior Independent Director shall assist the Chairman in his duties. He is also responsible for providing assistance to the Board in order to ensure the smooth functioning of the Company’s corporate bodies and for providing the Board of Directors with his views on the transactions on which the Board of Directors shall deliberate. directly or indirectly. respectively 25%. (ii) Ardian will be represented by one Non-voting Director for so long as it owns at least. Mrs. As regards the independence criterion relating to the material business relationships. the Appointments Committee conducted the annual assessment of the independence of Mrs. Senior Independent Director On December 8. 5% of the Company’s share capital. 2015. decided to appoint an Independent Director as Senior Independent Director and amended its Internal Rules to provide for his missions and duties. Mr. Mr. the Board of Directors. the Board believes that four Directors (Mrs. Sophie Stabile. provided that CDPQ holds. Therefore. Independence of the members of the Board of Directors The independence criteria applied by the Board of Directors are those set forth in the AFEP-MEDEF Code. Sophie Stabile. directly or indirectly. the “Consortium”) will be represented on the Board of Directors by a maximum of (i) four Directors among the candidates that it will propose. the Appointments Committee and the Board of Directors concluded that the Company and the Group do not have material business relationships with companies in which these Directors exercise functions of offices. directly or indirectly. 293 . The composition of the Board of Directors also reflects the desire to ensure a presence of Independent Directors in a proportion consistent with the recommendation of the AFEP-MEDEF Code that at least one third of the members of the Board of Directors be independent in controlled companies within the meaning of Article L. 2% of the Company’s share capital. the Board of Directors comprises 40% of Independent Directors. Pursuant to the Internal Rules. Ardian and CDPQ (together. Concerning Mrs. This representation will be modified in the event of a sale of shares by the members of the Consortium. in particular in the organisation and smooth functioning of the Board of Directors and its Committees and the supervision of the corporate governance and internal control. Regine Stachelhaus. During its meeting of November 17. in particular by ensuring that they receive a high level of information prior to the meetings of the Board of Directors. upon request from the Company and as follows: (i) CD&R will be represented respectively by three. among the ten Directors of the Company during the 2015 Applicable Period and as of the date hereof. Mrs. There is also no services contract entered into between the Company or the Group and these Directors.  Regine Stachelhaus. Sir Peter Mason was thus appointed as Senior Independent Director for the term of his office as Director. based on the answers they had provided to the individual questionnaire sent to them. 233-3 of the French Commercial Code (see below). 225-235 OF THE COMMERCIAL CODE.

• Management of conflicts of interests: The Senior Independent Director is in charge. following report of the Compensation Committee. Similarly. if applicable. Subject to . 2015. implementation of certain specific strategic decisions is subject to prior authorisation by the Board of Directors (see below). of regularly performing diligences for the identification and analysis of. who reports this to the Secretary of the Board of Directors and to the Chairman of the Appointments Committee then.REGISTRATION DOCUMENT 2015 / SPIE SA conducted.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. He is seized or seizes himself of every conflict of interests.. more than 27% of the Directors. to assess the performance of the CEO (Président-directeur général) (or of the Chairman and General Manager if the two positions are separated). 225-37 of the French Commercial Code pursuant to which this report is prepared. actual or potential. The Internal Rules specify the rules and operating procedures of the Board of Directors. 2011 relating to the balanced representation of women and men within Boards of Directors and Supervisory Boards and to professional equality. the Senior Independent Director leads the discussions during the meeting of the Board of Directors which. The Company therefore complies with the provisions of Law No. In this context. may provide recommendations to the Appointments Committee and to the Board of Directors on the management of potential conflicts of interests that he detected or of which he was informed. Mrs.com).spie. the Board of Directors. if applicable. in particular. Given that the appointment of Sir Peter Mason as Senior Independent Director took place on December 8. i. if the latter deems this necessary. the Senior Independent Director shall establish and present to the Board of Directors an activity report to assess the type of diligences and missions 294 . performance of one or more deputy managing Directors (Directeurs généraux délégués). where applicable. in particular as regards the monitoring of all corporate governance matters and the use made of the powers recognised to him. as necessary. Therefore. Balanced representation of women and men During the 2015 Applicable Period and as of the date of this report. in particular. coordination and facilitation of communication of potential recommendations to the latter. the Senior Independent Director may organise. during the course of 2016. 2011-103 of January 27. shall begin.3 of the AFEP-MEDEF Code. and determine their objectives and compensation. It is anticipated that the Board of Directors. and must refrain from taking part in the vote on the corresponding resolution. situations which might fall within the scope of the management and prevention of conflicts of interests within the Board of Directors and among the executive officers. in coordination with the Appointments Committee which he may consult and meet on these matters as necessary. The respective Internal Rules of the four Committees of the Board of Directors are also attached as annexes to the Board’s Internal Rules. prior to the meeting of the Board of Directors deliberating on the assessment of the Board of Directors and of the Committees. of any conflict of interests. if the latter deems necessary. Mrs. In particular. the necessary steps so that the Company is in position to comply with the proportion of 40% of women on the Board of Directors that will be prescribed by law as from the 2017 shareholders’ Annual General Meeting called to approve the financial statements for the year ended December 31. even potential. Conditions of preparation and organisation of the work of the Board of Directors Internal Rules The Board of Directors adopted Internal Rules on the occasion of the Company’s IPO and the applicable version as of the date of this report was adopted by the Board of Directors on December 8. performance of one or more deputy managing Directors (Directeurs généraux délégués) and to think about the future of the executive management. not counting the Director representing the employees for this purpose. and information on.e. assess the performance of the CEO (Président-directeur général) (or of the Chairman and General Manager if the two positions are separated). • Reports: Annually. 225-235 OF THE COMMERCIAL CODE. 2015. of which he becomes aware. each member of the Board of Directors is required to notify the Senior Independent Director. Gabrielle van KlaverenHessel. The Senior Independent Director. among which three women. in addition to applicable legislative and regulatory provisions and to the Company’s by-laws. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY • Assessment of the General Management and the Board of Directors: The Senior Independent Director meets periodically and at least once a year the non-executive Board members without the executives or “in-house” Directors. and. and. if he deems necessary. the Company by-laws and the Internal Rules of the Board. Missions of the Board of Directors The Internal Rules of the Board provide that the Board of Directors performs the duties and exercises the powers granted by law. a meeting among the independent members of the Board of Directors for consultation. which he becomes aware of concerning the executive officers and the other members of the Board of Directors. his first activity report will be prepared for the year 2016. to the Board of Directors. In accordance with Article 1. the Board of Directors comprises 11 Directors. amending in particular Article L. Sophie Stabile. in order. assisted by the Appointments Committee. Regine Stachelhaus and Mrs. The Board of Directors shall determine the strategic directions of the Company’s business activities and ensure implementation thereof. 2016. He informs the Secretary of the Board of Directors and the Chairman of the Appointments Committee thereof and. the Internal Rules of the Board of Directors are available on the Company’s website (www.

the Internal Rules provide that members of the Board of Directors may benefit from. 225-235 OF THE COMMERCIAL CODE. The author of the convening notices shall determine the agenda of the meeting. if necessary after consulting with the Chairmen of the Committees. The Board of Directors may only validly deliberate provided that at least half of its members in duties is present or represented. request that the agenda be amended or that specific points be automatically added thereto. The Board of Directors shall meet at least four times a year and. in particular a share capital increase reserved to the Group’s employees and a share capital increase by way of increase of the shares’ par value and incorporation of issuance premiums. Each meeting of the Board and of the Committees shall be sufficient in duration to enable useful and meaningful debate of the agenda. The Senior Independent Director may also propose to the Chairman to convene an unscheduled meeting of the Board on a specific point whose importance or urgency would justify the necessity of holding such an extraordinary meeting. In case of a split-vote. Work of the Board of Directors During the 2015 Applicable Period. in the absence of the latter. • approval of the conclusion of important commercial contracts relating to the participation in projects exceeding €50 million (see below). The meetings of the Board of Directors shall be chaired by the Chairman. as described in the AFEP-MEDEF Code. the treasury situation and the commitments of the Group. as often as required by the Company’s interests. in compliance with corporate social responsibility principles and practices of the Group and its officers and employees. an additional training about the specifics of the Company and companies it controls. including verbally. • the presentation of the operating situation of the Group. they shall be chaired by the Senior Independent Director or. The Board shall be convened by the Chairman. The Internal Rules of the Board of Directors also recall the obligations of the members of the Board of Directors. who may be convened to attend to Board of Directors meetings. or one of its members by any means. Functioning of the Board of Directors The Internal Rules of the Board of Directors provide for the arrangements for the meeting of the Board of Directors. The Board of Directors and the Committees may also hear any experts in areas under their respective competences. including approval of the conclusion of any material acquisition that involves an enterprise value or a transaction value exceeding €30 million or a company or a business with annual revenue exceeding €100 million (see below). after being appointed. Members of the Board of Directors are considered to be present for purposes of forming a quorum or majority when attending meetings via videoconference or via telecommunication facilities allowing their identification and guaranteeing their effective participation. The Board ensures good corporate governance of the Company and the Group. In particular. the Senior Independent Director. • the implementation of financial transactions. the main topics of which the Board was seized related to: • the approval of the 2015 half-year consolidated financial statements and the review and approval of the half-year financial report and the communication related to the half-year results.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. by a Board member appointed by the Board of Directors. It is eventually provided that the Board of Directors shall be regularly informed of the financial situation. and in particular the review and approval of the communication related to the 2015 third quarter results as well as the review and approval of the updated forecasts at 2015 year-end and the approval of the 2016 budget. 295 . the Chairman of the meeting shall have a casting vote. The decisions shall be taken at majority of its members present or represented. the financial situation. after consultation with the Senior Independent Director who may. The frequency and duration of the meetings shall allow in-depth review and discussion of the matters falling within the Board’s scope. their business and industries and that they may from time to time hear the main managers of the Company. in the absence of the Chairman. within the conditions of applicable legal and regulatory provisions. the treasury situation as well as the commitments of the Company and the Group and that the Chairman and CEO shall regularly provide the Board members with any information concerning the Company of which they may become aware and the provision of which they consider useful and relevant. the Board shall be vested with the power to consider any question concerning the proper operation of the Company and shall determine by its decisions the business of the Company. • discussions on completed or contemplated acquisitions by the Group. at any moment. Convening notices may be addressed by the Secretary of the Board of Directors. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY the powers expressly granted by law to Shareholders’ General Meetings and within the scope of the corporate purpose. To this effect. The Board may conduct any such audits and investigations that it deems may be appropriate and shall be communicated with all documents it deems useful for the execution of its mission. the Group provides the members of the Board of Directors with a report on the activity and the financial situation of the Group on a monthly basis. • monitoring the Group’s situation in terms of safety.

• monitor the effectiveness of the internal control and risk management systems. and • internal control matters and risk management. at least twice a year at the time of the preparation of the annual and half-year financial statements. • monitor the legal audits of the corporate and consolidated accounts by the Company’s independent auditors. the Audit Committee met four times. In 2015. It may be renewed at the same time as their Board membership. Composition and functioning of the Committees of the Board The Board of Directors decided to create four Committees. the Compensation Committee and the Strategy and Acquisitions Committee. and various questions relating to the organisation and information of the Board of Directors and the Committees. Missions of the Audit Committee The mission of the Audit Committee is to monitor questions relating to the preparation and control of the accounting and financial information. The term of office of the members of the Audit Committee coincides with their term on the Board of Directors (see above). in order to assist the Board for some of its missions and concur efficiently to the preparation of certain specific matters subject to its approval. the half-year financial report and the communication related to the half-year results. Audit Committee Composition The Audit Committee comprises three members. • review of the 2015 Group major risk map. and . The reports of the Audit. They were appointed by the Board of Directors as members of the Audit Committee based in particular on their independence and their special financial and/or accounting expertise. The Audit Committee meets as needed and. and to ensure the effectiveness of the process to monitor risks and internal operational control in order to assist the Board of Directors in the performance of its control and audit missions. the primary duties of the Audit Committee are to: Frequency of the meetings of the Board of Directors and average participation rate of the Directors • monitor the process to prepare the financial information. Within this framework. the Appointments Committee.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. the Board of Directors met five times. Appointments. Sophie Stabile (Independent Director). during the 2015 Applicable Period was 95%. • review of the communication related to the 2015 third quarter results. • review of the renewal of the mandates of the Statutory Auditors. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY • corporate governance. The average participation rate of the Directors. the Audit Committee. 296 . Compensation. • review of the 2014 internal control assessment program within the Group. The composition of the Audit Committee complies with the recommendations of the AFEP-MEDEF Code. Minutes of the meetings of these specialised Committees of the Board of Directors shall be prepared and communicated to the members of the Board of Directors. and • monitor the independent of the independent auditors. Christian Rochat and Mrs. • review of the 2015-2016 internal audit program. two of whom are designed among the independent members of the Board. the members of the Audit Committee were: Sir Peter Mason (Chairman. to discuss the following main topics: • review of the 2015 half-year consolidated financial statements. b. Each of the Committees is subject to its Internal Rules (annexed to the Internal Rules of the Board of Directors) and presents its reports and recommendations to the Board of Directors. Independent Director and Senior Independent Director since December 8. the 2016 compensation of the executive officers. and Strategy and Acquisitions Committees that were held during the 2015 Applicable Period (see below) have also been presented to the Board of Directors. 225-235 OF THE COMMERCIAL CODE. During the 2015 Applicable Period.REGISTRATION DOCUMENT 2015 / SPIE SA The Audit Committee reports regularly to the Board on the performance of its missions and informs the Board of Directors immediately of any difficulty encountered. • presentation of the conclusions of the reports of the Statutory Auditors following their audit mission and their review of the internal control environment of the Group. the appointment of a Senior Independent Director. Work of the Audit Committee During the 2015 Applicable Period. 2015). including the assessment of the independence of the Directors. the adoption of Directors’ charter and of a securities trading code of conduct for all employees of the Group. • review of the 2015-2016 roadmap for the Risk Control and Internal Audit Department. in person or by proxy. Mr. in any case.

presentation of the Group’s procedures related to fraud and information on the update of the Group’s procedures related to anticorruption. They were appointed by the Board of Directors as members of the Compensation Committee based in particular on their independence and their expertise in the area of compensation for executive officers of public traded companies. it performs the following missions: • appointment recommendations for members of the Board of Directors.  Justin Méthot and Mr. The Appointments Committee meets as needed and. in any event. • annual assessment of the independence of the members of the Board of Directors. it was decided that two representatives of the main shareholders of the Company and the Chairman and CEO shall sit in this Committee. members of the Compensation Committee were: Mr. They were appointed by the Board of Directors as members of the Appointments Committee. Mr.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. Independent Director). with the primary mission of assisting the Board in determining the members of the executive bodies of the Company and its Group. the Group reviewed the internal succession plan implemented for the executive officers in order to ensure the continuity and the skills of its executive team. The Appointments Committee therefore comprises four members. Michel Bleitrach (Chairman. • appointment of a Senior Independent Director and determination of his missions. at least once a year prior to the Board meeting that decides the situation of the members with regard to the independence criteria adopted by the Company. Sophie Stabile (Independent Director) and Mr. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY • follow-up on ethics matters (presentation of facts and implemented action plans). It may be renewed at the same time as their Board membership. During the 2015 Applicable Period. The composition of this Committee is therefore not compliant with the recommendation of the AFEP-MEDEF Code. In order to keep a consistent size with regard to the other Committees of the Board of Directors. Given the stakes represented by the appointment of Directors. in order to discuss the following main topics: • review of the Internal Rules of the Appointments Committee.  Gauthier Louette. recourse to agents and sponsors. Compensation Committee Composition The Compensation Committee is composed of three members. It may be renewed at the same time as their Board membership. two of whom are independent members of the Board. This plan shall be presented to the Appointments Committee during the course of 2016. The average participation rate of the members of the Audit Committee during the 2015 Applicable Period was 83%. The term of office of the members of the Appointments Committee coincides with their term on the Board of Directors (see above). which requires a majority of independent members within this Committee. including all deferred benefits and/or severance payments for voluntary or force departure from the Group. Roberto Quarta. which is closely linked to the evolution of the shareholding of the Company. Work of the Appointments Committee During the 2015 Applicable Period. the General Management. Mrs. 225-235 OF THE COMMERCIAL CODE. Mrs. the principal task of which is to assist the Board in the determination and regular assessment of all compensation and benefits for executive officers or managers of the Group. Regine Stachelhaus (Independent Director). Missions of the Compensation Committee The Compensation Committee is a specialised Committee of the Board of Directors. sub-contractors and suppliers and acquisitions. and • information relating to changes in the composition of the General Management Committee of the Group. Appointments Committee Composition During the 2015 Applicable Period. and • annual assessment of the independence of the members of the Board of Directors. The composition of the Compensation Committee complies with the recommendations of the AFEP-MEDEF Code. based in particular on their independence and their expertise in selecting executive officers of publicly traded companies. this composition does not allow more Independent Directors within this Committee.  Roberto Quarta (Chairman). Missions of the Appointments Committee The Appointments Committee is a specialised Committee of the Board. the Appointments Committee met twice. In this context. and Committees of the Board of Directors. In 2015. • organisation of the process for the evaluation of the functioning of the Board of Directors and of its Committees for the years 2015 to 2017. members of the Appointments Committee were: Mr. with one independent member. 297 . The term of office of the members of the Compensation Committee coincides with their term on the Board of Directors (see above). The average participation rate of the members of the Appointments Committee during the 2015 Applicable Period was 75%.

c. the Compensation Committee met once. 298 . that may be assigned by the Board to certain members. and The Internal Rules of the Board of Directors provide the procedures pursuant to which the Board of Directors shall assess its capacity to meet shareholders’ expectations by conducting periodic reviews of its composition. Mrs. 2016. acquisition or disposal. It may be renewed at the same time as their Board membership. • setting the principles for the allocation of the Directors’ fees among the Directors for the year 2016. when appropriate. spin-off. and. This acquisition was completed on July 22. when the operation in question must first be approved by the Board of Directors (see below). more generally. • review of the 2016 annual fixed and variable compensation of the other members of the General Management Committee of the Group and their evolution. 225-235 OF THE COMMERCIAL CODE. . Work of the Compensation Committee During the 2015 Applicable Period. to the verification that important issues are properly prepared and discussed within the Board of Directors. if any. members of the Strategy and Acquisitions Committee were: Mr. organisation and functioning. Christian Rochat. merger or demerger by the Company or a company of the Group when the operation in question involves an enterprise value or transaction greater than €15 million or a company or business that generates revenues greater than €50 million and.REGISTRATION DOCUMENT 2015 / SPIE SA A formal evaluation shall be performed at least once every three years. the Board of Directors shall. • review of the Group’s general compensation policy as of January 1. The Strategy and Acquisitions Committee is responsible for questions relating to the Group’s policy on acquisitions and financing. To that purpose. possibly under the leadership of the Senior Independent Director or another independent Board member. Mr. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY In this framework. The average participation rate of the members of the Strategy and Acquisition Committee during the 2015 Applicable Period was 100%. • reviews and recommends to the Board the method of allocation of Directors’ fees. 2015. to discuss the project of acquisition of the company Leven Energy Services Limited (which became SPIE Leven Energy Services Limited) in the UnitedKingdom. once a year. to discuss the following main topics: • determination of the 2016 annual fixed and variable compensation of the Chairman and CEO. Mr. • consults for recommendation to the Board of Directors on all exceptional compensation related to special missions. at least once a year. and to the measuring of the effective participation and involvement of each Board member in the Board of Directors’ work through his or her competence and involvement in deliberations. Strategy and Acquisitions Committee Composition During the 2015 Applicable Period. The term of office of the members of the Strategy and Acquisitions Committee coincides with their term on the Board of Directors (see above). Justin Méthot and Mr. the Strategy and Acquisitions Committee met. Denis Chêne.  Gauthier Louette (Chairman of the Board of Directors). in any event. This assessment shall be made on the basis of the answers to an individual and anonymous inquiry addressed to each member of the Board of Directors once a year. The Strategy and Acquisitions Committee must be consulted about any proposed transfer. devote an item of the agenda to its operating procedures.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. The Compensation Committee meets as needed and. Evaluation of the functioning of the Board of Directors and the Committees of the Board • discussion on the implementation of a bonus share scheme (plan d’attribution d’actions gratuites) within the Group. prior to any meeting of the Board of Directors that will decide on the compensation for members of the General Management or the allocation of Directors’ fees. The average participation rate of the members of the Compensation Committee during the 2015 Applicable Period was 100%. Work of the Strategy and Acquisitions Committee During the 2015 Applicable Period. it performs the following tasks: Missions of the Strategy and Acquisitions Committee • reviews and recommends to the Board of Directors all elements and conditions of the compensation for the main executive officers of the Group. Regine Stachelhaus (Independent Director). with help from an external consultant. upon report of the Appointments Committee.

chaired by Sir Peter Mason. • 2016: in-depth evaluation performed internally and presented to the Board of Directors of March 2017. 2017. with its recommendations. During its meeting on November 17. The conditions of exercise of his office. On December 8. 2015. Given Sir Peter Mason’s appointment as Senior Independent Director on December 8. 2015. In 2017. 2016. and to think about the future of the executive management. in accordance with the Internal Rules of the Board of Directors described above. in accordance with the provisions of its Internal Rules. 2015. • allocate more time for business and market presentations. His office shall terminate in 2018. General Management a. He holds the title of Chairman and CEO. he shall present his first report to the Board and the first assessment of his work shall be conducted with respect to the year 2016. 2014. in particular as regards corporate governance matters. b. convened by and under the chair of the Senior Independent Director. Chief Executive Officer Mr. He was appointed as Chairman and CEO of the Company for four years on September 26. was performed by the Secretary of the Board of Directors through individual inquiry sent to each of the members of the Board of Directors. Senior Independent Director. immediately after the shareholders’ annual Ordinary General Meeting of the Company called to approve the financial statements for the financial year ended December 31. 299 . Anonymous responses were analysed and discussed by the Appointments Committee during its meeting held on February 8. Gauthier Louette exercises the functions of Chairman of the Board of Directors and Chief Executive Officer of the Company. 4. to assess the performance of the Chairman and CEO. in particular. the Appointments Committee agreed on the following process for the organisation of this evaluation by the Senior Independent Director during the next three years: • 2015 Applicable Period: limited evaluation performed internally and presented to the Board of Directors on March 10. and • contemplated long-term incentive plan. As a result of these comments and recommendations from the Appointments Committee. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The Board of Directors shall assess under the same conditions and under the same frequency the operating procedures of permanent Committees created within the Board as well as the activity of the Senior Independent Director. • 2017: in-depth formalised evaluation performed with the assistance of a third-party consultant and presented to the Board of Directors of March 2018. the Board of Directors shall be assisted with a third-party consultant to conduct a formalised assessment. to discuss the main following topics. in particular his compensation. Eventually. 2016. in addition to the Chairman and CEO’s performance: • plans for a meeting devoted to strategy. The evaluation demonstrated a generally positive feedback with some comments suggesting areas of improvement. An in-depth evaluation. mainly focused on Board of Directors and Committee organization and Board and Committee papers. 225-235 OF THE COMMERCIAL CODE. the Board’s Internal Rules also provide that the non-executive Board members shall. at least once a year. shall be conducted with respect to the year 2016. and • organisation of an annual review by the Board of Directors of the senior executive team’s performance. submitted to the Board of Directors of March 10. in order. Sir Peter Mason also met with the other Independent Directors. are described hereafter and in Chapter 15 “Compensation and benefits” of the 2015 Registration Document of the Company to which this report is attached. in the context of the transformation of the Company from a simplified joint stock company (société par actions simplifiée) to a joint stock company with a Board of Directors (société anonyme à conseil d’administration). With respect to the 2015 Applicable Period. This meeting took place on December 8. to discuss the main following topics: • need for continuing communication between executive officers and major shareholders. without the executives or “in-house” Directors. together with the Board evaluation results. meet periodically. a first limited evaluation. • conduct an annual review of acquisitions made in the previous two years.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. as set forth by the Board of Directors. in particular as regards the measure of the effective participation and involvement of each member of the Board of Directors in the Board’s work and the relevance of the discussions. 2016. Means of exercise of the General Management – Limitations of powers Means of exercise of the General Management The functions of Chairman of the Board of Directors and Chief Executive Officer are combined since the transformation of the Company into a joint stock company with a Board of Directors. 2015. the Board of Directors has resolved to: • implement an annual Board meeting specifically dedicated to reviewing strategy. • structuration of future budgets by “quarter” to recognise how market measures business performance.

upon proposal of the Appointments Committee. fixed.REGISTRATION DOCUMENT 2015 / SPIE SA (vi) Any decision to participate in a project involving a company of the Group up to an amount (per project) exceeding €50 million.000 for the financial year 2015 and the following years. . in the context of the business plan or the budget. 300 . Any investment (except paragraph (iii) below) not approved according to paragraph (i) above. (ix) Any decision of issuance of any securities granting access to the share capital of the Company (including stockoptions plan. (v) Constitution of security interests (endorsements and guarantees) by the Company for the benefit of a third party. (viii) Any proposition in relation with any financial undertaking or any operation of indebtedness that would lead the leverage ratio of net debt on EBITDA of the Group to exceed a certain amount set annually by the Board of Directors. upon a proposal of the Board of Directors after consultation with the Compensation Committee. (xi) Any disposal of a company belonging to the Group or any disposal of one or several of its main businesses. in the context of the Company’s IPO. the mixed Shareholders’ General Meeting decided. for an amount exceeding ten million euros. (vii) Any amendment to the bylaws of the Company. variable. (iv) Any launch of a significant activity not within the usual scope of the companies of the Group or any decision to stop or reduce significantly the main businesses of the Group. such combination constitutes a choice of organisation that is well adapted to the Company and the Group. or contribution in kind involving a company of the Group and a third company provided that this transaction involves an enterprise value of the third company or a transaction amount exceeding €50 million or a third party company or enterprise with an annual revenue exceeding €150 million. Principles and rules set forth by the Board of Directors for the compensation and benefits of any kind granted to executive officers during 2015 The compensation policy for the Company’s executive officers was adapted to usual practices of listed companies and reflects the recommendations of the AFEP-MEDEF Code. (x) Any decision to amend the compensation conditions. in accordance with Article 4. or a company or a business with annual revenue exceeding €100 million. (iii) Any external growth transaction or takeover or acquisition of stake. However.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. 2015. including the consolidated annual budget of the Group. Members of the Board of Directors During its meeting on June 9. provided that this transaction involves an enterprise value or a transaction amount exceeding €30 million. the Company’s by-laws and the Internal Rules of the Board of Directors. in particular his office as President of the Company under its former corporate form of simplified joint stock company. the Board of Directors. any incentive mechanism of the employees of the Group). except guarantees granted to customs and tax authorities in the normal course of business. 2015. provided that this transaction involves an enterprise value or a transaction amount exceeding €50 million or a company or a business with an annual revenue higher than €150 million. which he represents towards third parties. a. on December 8. to increase the global annual amount of Directors’ fees allocated to the Board of Directors to €450. spin-off. and (xii) Any merger. 5. any Company savings plan or. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY To the Board of Directors. appointed Sir Peter Mason as Senior Independent Director (see above). In accordance with applicable law. together with the entry into any agreement of an overall amount equal or exceeding €50 million. Taking notably account of this combination of functions. in ensuring in particular that the Directors are in a position to perform their mission. until a new decision of the Shareholders’ General Meeting. he must obtain the prior authorisation of the Board of Directors with respect to the following strategic decisions: (i) (ii) Approval or amendment to the business plan or to the budget (including investment budgets together with the related financing plan) of the Company. Limitations to the powers of the General Management The Chairman and CEO holds the widest powers to act in all circumstances in the name and on behalf of the Company. of the executive officers of the Group. the Chairman and CEO chairs the meetings of the Board of Directors.2 of the Internal Rules of the Board of Directors. 225-235 OF THE COMMERCIAL CODE. particularly in the context of the recent IPO of the Company. organises and leads its work and meetings and ensures a smooth functioning of the Company’s corporate bodies. in cash or in kind. and most consistent with the role previously undertaken by the current Chairman and CEO within the Group.

upon recommendation from the Compensation Committee.000 in 2014. upon recommendation from the Compensation Committee. • the Independent Directors’ compensation is split in a fixed part (40% of the total) paid half in June and half in December. The compensation due to each member of the Board of Directors with respect to 2015.08% increase.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L.000 per year. 2016. 2014. upon proposal from the Compensation Committee and after review of the level of achievement of the quantitative and qualitative performance objectives described above. The Board of Directors held on March 10.000 per year. after taking into account their participation in Board of Directors and Committee meetings. presented below. Pension plan The Chairman and CEO benefits from a defined benefit supplemental pension plan set up within SPIE Operations in 2001 and a defined contribution supplemental pension plan established within Financière SPIE in 2009. the Board of Directors. is presented in Chapter 15 “Compensation and benefits” of the 2015 Registration Document to which this report is attached. 2015. The individual qualitative objectives set forth by the Board of Directors on March 10. and • Management of EXCOM. the components of the compensation due or granted with respect to the financial year 2015 to the Chairman and CEO of the Company. The rules for allocating the Directors’ fees among the Directors have been set as follows: • only Independent Directors (currently four) are entitled to Directors’ fees. 2015 described above.. and • an annual variable part with achieved objectives amounting to 100% of his gross fixed annual compensation. This variable part shall be proportional to the participation rate to the meetings. • Consolidation of SPIE GmbH integration. upon recommendation from the Compensation Committee. sets forth the amount of the fixed annual compensation for the following year as well as the level of his variable annual compensation with respect to the following year and the quantitative criteria based on which the latter shall be calculated. the Board of Directors. the Board of Directors of December 3. • Maintain “readiness” of SPIE for IPO in 2015 and organise SPIE as a listed Company. Both plans are now within the Company. as compared to €687. subject to his/her participation to the meetings of the Board of Directors and of the Committees (see below). during its meeting on March 10. which depends on the participation in Board of Directors and Committee meetings. a 4. 225-235 OF THE COMMERCIAL CODE. and a variable part (60% of the total). 2015 for the 2015 variable annual compensation are as follows: • Enhance Key account Policy. calculates the amount of the variable annual compensation due with respect to the previous financial year based on the results of the previous year and the achievements of his quantitative and qualitative objectives.000. and 35% linked to individual qualitative objectives. In accordance with the recommendations of the AFEP-MEDEF Code. • each Independent Director receives a maximum total amount of €60. this increase was based on a detailed study of 2014 fixed and variable compensation of executive officers of comparable companies conducted by an independent consultant firm on behalf of the Company. Chairman and CEO The compensation of the Chairman and CEO comprises a fixed part and a variable part based on a number of objectives set forth on an annual basis. will be submitted to a consultative vote of the shareholders of the Company during the shareholders’ Annual General Meeting scheduled on May 25. paid end of March of the following year after the activity report presented to the Board of Directors. with 55% linked to EBITA. and with an adjustment of the EBITA factor based on the performance of the Group in terms of safety. subject to his/her participation to the meetings of the Board of Directors and of the Committees (see below). and sets forth the objectives for the qualitative part of his variable annual compensation for the current financial year. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The rules for allocating the Directors’ fees among the Directors have been set forth by the Board of Directors.920. They have not changed after the decision of the Shareholders’ General Meeting of June 9. as presented below. 301 . • Re l a t i o n s h i p s w i t h s h a re h o ld e rs a n d f i n a n c i a l communication. At the beginning of each financial year. • each Chairman of a Committee who is independent receives an additional amount of €10. upon recommendation of the Compensation Committee. b. Fixed and variable compensation with respect to financial year 2015 In accordance with the principles described above. set forth the 2015 compensation of the Chairman and CEO as follows: • a gross fixed part amounting to €715. set the amount of the 2015 variable annual compensation of the Chairman and CEO to €693.e. 2016. At the end of each financial year. 10% linked to Operating Cash Flow. a meeting of the Board of Directors counting for 1 and a meeting of a Committee counting for 1/2. i.

together with the internal audit. The internal audit is also responsible for periodically assessing the relevance. payment for 24 months of an annual benefit capped at 40% x 6 ASSC (Annual Social Security Cap) (PASS Plafond Annuel de la Sécurité Sociale). Throughout the year.). the Group provides proximity services for its clients. in keeping with the AMF’s recommendations. Principles control of the Group’s activities. At Group level. The mechanism set up. • The internal audit is an independent and objective activity that provides the General Management with assurance of the degree of control over its operations and advice on how to improve them. To deal with the risks inherent in carrying out its business. etc. achieving the Group’s strategic objectives: • The risk management mechanism aims to anticipate risks. This reference framework is itself consistent with the American COSO I & II (Committee of Sponsoring Organizations of the Treadway Commission) systems. it allows the identification. it also complies with the recommendations of the report from the working group on the Audit Committee. so as to adapt. . It thus participates in the 302 . SPIE’s internal control and risk management mechanism is constantly developing. It favours the definition and monitoring of actions plans corresponding to these risks. Internal control and risk management 1. Internal control and risk management system The internal control and risk management mechanisms contribute. a. assets and reputation.REGISTRATION DOCUMENT 2015 / SPIE SA The Group’s internal control and risk management mechanism is adapted to its strategic guidelines and to its international development. applicable to this termination indemnity. or also those of its organisation or its activities. published in July 2010. the effectiveness of its operations and the efficient use of its resources. The average rate of achievement of the objectives based on these criteria for the last three years must be equal to or greater than 70%. finally. to developments in SPIE’s economic and regulatory environment. based on an annual programme of work. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY Severance package and non-compete The Chairman and CEO benefits from a severance package of one year of compensation (fixed plus variable excluding exceptional bonuses if any). The Chairman and CEO does not benefit from any indemnity which would be due to compensate a non-compete provision. in the B. where appropriate. optimising their technical and operational performance and. It also contributes towards ensuring compliance with laws and regulations and with the Group’s internal standards. effectiveness and efficiency of the Group’s internal control and risk management systems. distributed and used by the SPIE Group is based on the reference framework proposed by the AMF in 2007. the Group has set up a decentralised organisation and established procedures enabling it to protect its business and limit the negative impact of these risks. analysis and hierarchisation of events likely to significantly impact on the Group’s objectives. 225-235 OF THE COMMERCIAL CODE. the Chairman and CEO is a participant in the social guarantee for heads of companies (GSC) that provides. are based on the rate of achievement of the economic and financial criteria applicable to the variable part of his compensation as decided by the Board of Directors upon recommendation from the Compensation Committee (see above). and also on AMF recommendation 2013-17. The summary tables presenting the compensation and benefits of any kinds of the Chairman and CEO with respect to the financial years 2014 and 2015 are included in Chapter 15 “Compensation and benefits” of the 2015 Registration Document to which this report is attached.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. control points. which was updated in July 2010. to controlling activities. • The internal control mechanism comprises all the permanent mechanisms implemented at all levels within SPIE. event of job loss. risk management and internal audit mechanisms b. in naturally changing internal and external contexts. Organisation of the internal control. in order to preserve SPIE’s value. supplemented by its implementing guidelines. Other benefits The Chairman and CEO benefits from a Company car. Eventually. The performance conditions. involved in the handling of risks (internal control standards.

the Group’s organisation is based on the General Management. however when there are disclosures in this report or in Chapter 4 “Risk factors” of the 2015 Registration Document. accounting and taxation. 225-235 OF THE COMMERCIAL CODE. The main limits relate to external uncertainties and developments. listed group. c. 2. within any entity entering the Group and. The Risk Control and Internal Audit Department Set up in January 2015. The General Management Committee (Comité de direction générale.e. while respecting the management independence of subsidiaries. the Risk Control and Internal Audit Department is attached to SPIE’s Chairman and CEO and reports to the Audit Committee of the Board of Directors. among others. d. SPIE makes the safety of Company employees the focus of its b. the Company has taken into account the legitimate interests of subsidiaries of the SPIE Group in view of the possible consequences of the disclosure of certain information. Scope of distribution of the internal control and risk management systems In the particular case of the entities recently acquired. consults and decides on major strategic and operating matters within the Group. taking into account any local specific features and particular regulations in force. SPIE has thus implemented a global. These mechanisms are thus implemented permanently by SPIE’s General Management. SPIE’s internal control and risk management mechanism is thus implemented at the most appropriate level within the organisation of the Group. is to “monitor the effectiveness of the internal control and risk management systems (see above)”. risk management. he is a member of the General Management Committee and a Director of SPIE. directly through centralised functions (financial communication. the CDG is composed of nineteen members. CDG) Within SPIE. certain information is deliberately omitted while always ensuring that the correct information is provided for shareholders. The main participants in internal control and risk management and its management In 2015. SPIE’s Chairman and CEO relies on a General Management Committee (CDG) on which all the Group’s subsidiaries are represented. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY c. among the Group’s subcontractors and suppliers. The Administrative and Financial Department The Administrative and Financial Department is responsible for the finance division within the Group. It coordinates the following three divisions. the managerial staff. but also to guarantee business secrecy and to protect its know-how. the corporate functional departments and the managers of the subsidiaries. the market and investors. concerns. as far as possible. the Group’s internal control and risk management system must be applied within eighteen months of their integration into SPIE. to achieve the objectives set by the Board of Directors and General Management. under the supervision of the Group’s governing bodies and. legal affairs and insurance. whose task. to which this report is attached. These mechanisms cannot provide an absolute guarantee that the Company’s objectives will be achieved. local management and. financial control. but also in the subsidiaries’ head offices. more specifically. internal control and internal audit.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. once a year it also examines the Group’s internal control review and twice a year it examines the risk management mechanism (major risk mapping and monitoring of corrective action plans). SPIE’s internal control and risk management mechanism is designed to cover the entire Group. At the date of preparing this report. an error of judgment or instances of human failure in taking and/or implementing decisions. the parent company and all its fully consolidated subsidiaries. which meets monthly. management control. treasury and financing) and through functional links with the financial Directors of the Group’s various subsidiaries reporting to it. however. mechanisms for the prevention of risk of accidents are therefore systematically adopted at operating and construction sites. i. Limits of the internal control and risk management mechanisms a. The CDG meets in principle once a month. finally. The main managers of the corporate financial divisions and subsidiaries form the Group’s Financial Management Committee. the Board of Directors’ Audit Committee. coordinated internal control and risk management mechanism that is ultimately based on the definition of individual objectives shared between the management and every Group employee. This CDG is a body that reflects. By way of illustration. internal control and risk management are everyone’s business. The Chief Financial Officer reports to the Chairman and CEO. Moreover. in order to take into account the economic reality of the life of Group companies. The CDG’s task is to respond to the desire to improve synergies and functioning as an integrated. 303 . within the scope defined by business area or geography. its operating teams.

Finally. where appropriate.ANNEX 1: REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS ON CORPORATE GOVERNANCE AND ON INTERNAL CONTROL AND RISK MANAGEMENT PROCEDURES IMPLEMENTED BY THE GROUP AND REPORT FROM THE STATUTORY AUDITORS ESTABLISHED PURSUANT TO ARTICLE L. whatever their nature. • risk assessment. defined as the rules and procedures implemented to deal with risks. EBITA. Control environment • the securities trading code of conduct and its implementing recommendations. an understanding of responsibilities. safety. and risk control. The Go/No Go Committee. which is competent to authorise undertakings in respect of significant projects presented by the subsidiaries. and taking into account the auditors’ observations and the results of internal control self-assessment reviews carried out by the subsidiaries. purchases. prevent and control the main risks (threats and opportunities). which are widely reported and disseminated in all the subsidiaries and are accessible on the Group’s intranet: 304 . Internal control and risk management mechanisms Besides the guidance provided by the main participants described above.REGISTRATION DOCUMENT 2015 / SPIE SA • circulation of information. In close collaboration with the subsidiaries and operating organisations to which it provides its expertise and its technical support. in collaboration with the corporate functional departments and the thirteen internal control correspondents at the subsidiaries. Other internal control and risk management participants In their respective fields. training and investment. this audit plan may be adapted over the course of the year to incorporate tasks related to assurance or advice. risks. By mapping the Group’s major risks based on potential impact. 225-235 OF THE COMMERCIAL CODE. in keeping with the AMF’s recommendations. which are distributed among subsidiaries and within the Group’s head office. it is able to provide a consolidated overview of the risk portfolio so that an informed decision can be taken on the level of risk accepted and the allocation of the resources required for the assumption of a risk can be planned (risks / business case). which essentially corresponds to the values propagated within the Group. environmental protection. the Audit Committee of the Board of Directors or the Group’s Ethics Committee. etc. respect towards colleagues. • affirmation of SPIE’s values: proximity. analyse. performance and responsibility. cross-tasks within the Group (control of major risks and efficiency optimisation). the driving principles that structure its approach: ethical behaviour. local commitment. at the discretion of the General Management. the task of risk control is to identify. implemented based on multi-criteria analysis (production. also play an active part in guiding internal control and monitoring it on a permanent basis. . It suggests solutions to reduce the potential effect on the Group of any occurrence of the risks identified. Its work also consists in promoting the network of approximately 150 leaders of SPIE’s eighteen internal control processes. the subsidiaries’ operational line managers are also major participants in everyday internal control and risk management. taking diversity into account. • the ten guiding principles on which SPIE relies in order to ensure successful implementation of its business plan. the internal control and risk management mechanisms within SPIE also relies on four other main components: • the control environment. The work performed by internal control is initially to prepare and ensure the development of the Group’s internal control standards. the Group’s Ethics Committee and the Group’s Compliance Committee. information systems and technologies. it ensures the monitoring of the major risks presented to the General Management Committee each year. etc. Each of these values forms part of an operating perspective that covers economic and managerial aspects as well as cultural. This programme is based on three main types of task: development control (tasks linked to the integration of acquisitions and post-acquisition tasks). legal affairs. to which the Group may be exposed in its daily operations and in the choice of its overall strategic guidelines.). 3. possible frequency and level of control of the risks identified by the Group’s executive officers. with the support of the central divisions concerned (finance. replicated in each subsidiary. a. listening to the client. and finally The Risk Control and Internal Audit Department is responsible for the overall coherence of the risk management process within the Group. human resources. Internal auditing tasks are carried out in all the Group’s subsidiaries in accordance with the code of ethics and international professional standards (Institut français de l’audit interne – IFACI and The Institute of Internal Auditors). sustainable development.). It ensures that risk management work is aligned with the Group’s strategic objectives. ON THE REPORT FROM THE CHAIRMAN OF THE BOARD OF DIRECTORS OF THE COMPANY The work performed by internal audit falls within the scope of an annual plan ratified by SPIE’s Chairman and CEO. environmental and social aspects. • control activities. d. SPIE’s control environment mainly relies on the following elements. health and safety prevention.

defined annually for each corporate level: services.e. Its performances in this field are regularly evaluated by an independent agency that measures social responsibility. Each major risk is also linked to one or more internal control point(s) and with one or more risk indicator(s). The results of the 2015 Group internal control review will be available at the beginning of the second quarter of 2016. • the human resources management policy and the Corporate Human Resources Evaluation and Development Committee (CEDRE). It is also made available to persons requiring it through the functional departments via their network of correspondents in the subsidiaries. Control activities In general. who were interviewed based on a methodological guide that was established and circulated before interview. i. A guide on the application of ethical principles has also been prepared which seeks to guide SPIE’s employees on the right conduct they should adopt in relation to certain situations that may constitute significant risks both for the employees and for SPIE. The risks mentioned were finally consolidated by grouping risks presenting similar problems and based on the “one man. it now covers 159 priority controls (aimed at reducing the risks associated to a major objective of the organisation) and 143 key controls (preventive or detection controls aimed at preventing or detecting the emergence of undesirable elements) distributed among SPIE’s 18 internal control processes. Action plans were then implemented in the subsidiaries. Finally. this system then became known as “the Group’s internal control standards” and led to an initial self-assessment campaign within subsidiaries of their level of internal control. the Group has used an internal control system. Since 2013. A second self-assessment campaign began at the beginning of November 2015 in the Group’s subsidiaries. the Group has carried out periodic risk mapping to provide the Group’s General Management Committee and the Audit Committee of the Board of Directors with a snapshot of the major risks to which the Group may be exposed. compliance and finance) and sub-families (18) through the Group’s risk register. This was done according to a uniform working method adopted by all of the Group’s seventeen managers. liaising with the internal control correspondents in the subsidiaries and the head office’s functional departments. • ethical business conduct constitutes a fundamental element of SPIE’s ap