Prospectus dated March 20, 2017

SPIE SA

(incorporated as a société anonyme in France)

€600,000,000 3.125 per cent. Bonds due March 22, 2024

guaranteed by Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est,

SPIE Sud-Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH,

SPIE Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V.

Issue price: 100 per cent. The €600,000,000 3.125 per cent. Bonds due March 22, 2024 (the “Bonds”) are to be issued by SPIE SA (the “Issuer” or “SPIE”) on March 22, 2017 (the “Issue Date”). The Bonds will be guaranteed by Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-

Centre, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH,

SPIE Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (the “Guarantors”) in accordance with the terms of the guarantees dated March 20, 2017 (the “Guarantees”) as more fully described in Section “Description of the Guarantees” of this

Prospectus. The Issuer may, at its option, (i) from, and including, September 22, 2023 to, but excluding, the Maturity Date (as defined below),

redeem the Bonds outstanding on any such date, in whole or in part, at their principal amount together with accrued interest, as described under “Terms and Conditions of the Bonds - Redemption and Purchase – Redemption at the Option of the Issuer – Pre-Maturity Call Option” and (ii)

redeem the Bonds outstanding, in whole or in part, at any time prior to September 22, 2023 and in accordance with the provisions set out in

“Terms and Conditions of the Bonds - Redemption and Purchase – Redemption at the Option of the Issuer – Make Whole Redemption by the Issuer”.

The Issuer shall redeem all the Bonds, and not some only, upon the occurrence of a Special Mandatory Redemption Event, as described under

“Terms and Conditions of the Bonds – Redemption and Purchase - Redemption by the Issuer upon the occurrence of a Special Mandatory Redemption Event”.

The Issuer may also, at its option, and in certain circumstances shall, redeem all, but not some only, of the Bonds at any time at par plus

accrued interest in the event of certain tax changes as described under “Terms and Conditions of the Bonds - Redemption and Purchase”. Unless previously redeemed or purchased and cancelled, the Bonds will be redeemed at their principal amount on March 22, 2024 (the

“Maturity Date”).

Each holder of each Bond will have the option, following a Change of Control (as defined herein), to require the Issuer to redeem or, at the Issuer’s option, purchase all of the Bonds held by such Bondholder at their principal amount together with any accrued interest thereon as more

fully described under “Terms and Conditions of the Bonds – Redemption and Purchase – Redemption at the Option of the Bondholders

(Change of Control)”. The Guarantees will be automatically and unconditionally released and discharged upon the release of the relevant Guarantor from its

guarantee obligation under the Senior Credit Facilities Agreement (as defined herein).

This Prospectus (including the documents incorporated by reference) constitutes a prospectus (the “Prospectus”) for the purposes of Article 5.3 of Directive 2003/71/EC of the European Parliament and of the Council on the prospectus to be published when securities are offered to the

public or admitted to trading, as amended from time to time, (the “Prospectus Directive”). References in this Prospectus to the “Prospectus

Directive” shall include the amendments made thereto including by Directive 2010/73/EU and any relevant implementing measure in the relevant Member State of the European Economic Area. This Prospectus has been approved by the Autorité des marchés financiers (the

“AMF”) in France, in its capacity as competent authority pursuant to Article 212-2 of its Règlement Général which implements the Prospectus

Directive. Application has been made to admit the Bonds to trading on the regulated market of Euronext Paris (“Euronext Paris”). The Bonds shall be admitted to trading on Euronext Paris with effect from the Issue Date. Euronext Paris is a regulated market for the purposes of

Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments as amended, appearing on the list of

regulated markets issued by the European Securities and Markets Authority (each a “Regulated Market”). The Bonds will on the Issue Date be inscribed (inscription en compte) in the books of Euroclear France which shall credit the accounts of the

Account Holders (as defined in “Terms and Conditions of the Bonds – Form, Denomination and Title” herein) including Euroclear Bank

S.A./N.V. (“Euroclear”) and the depositary bank for Clearstream Banking S.A. (“Clearstream”). The Bonds will be issued in dematerialised bearer form in the denomination of €100,000 each. The Bonds will at all times be represented in

book entry form (dématérialisé) in the books of the Account Holders (as defined in “Terms and Conditions of the Bonds – Form,

Denomination and Title” herein) in compliance with Articles L. 211-3 and R. 211-1 of the French Code monétaire et financier. No physical document of title (including certificats représentatifs pursuant to Article R. 211-7 of the French Code monétaire et financier) will be issued in

respect of the Bonds. The Issuer is rated BB with a stable outlook by Standard & Poor’s Ratings Services (“S&P”) and Ba3 with a stable outlook by Moody’s Investors Service (“Moody’s”). The Bonds have been assigned a rating of BB by S&P and Ba3 by Moody’s. S&P and

Moody’s are established in the European Union, registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) and

included in the list of registered credit rating agencies published by the European Securities and Markets Authority on its website (https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A security rating is not a

recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating

agency.

Prospective investors should have regard to the factors described under the Section “Risk Factors” in this Prospectus. Unless otherwise

stated, references in this Prospectus to the “Group” or to the “SPIE Group” are references to the Issuer and its subsidiaries and

holdings. Copies of this Prospectus will be published and the documents incorporated by reference in this Prospectus are published on

the website of the Issuer (www.spie.com) and on the website of the AMF (www.amf-france.org).

Joint Global Coordinators and Joint Bookrunners

HSBC NATIXIS SOCIÉTÉ GÉNÉRALE

Joint Bookrunners

BNP PARIBAS CRÉDIT AGRICOLE CIB ING

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This Prospectus constitutes a prospectus for the purposes of Article 5.3 of the Prospectus Directive and for the

purpose of giving information with regard to the Issuer, the Guarantors and the Bonds which according to the

particular nature of the Issuer, the Guarantors and the Bonds, is necessary to enable investors to make an

informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer

and the Guarantors.

This Prospectus does not constitute an offer of, or an invitation by or on behalf of, the Issuer, the Guarantors or

the Joint Bookrunners (as defined in “Subscription and Sale” below) to subscribe or purchase any of the Bonds.

The distribution of this Prospectus and the offering of the Bonds in certain jurisdictions may be restricted by

law. Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Bookrunners

to inform themselves about and to observe any such restrictions.

For a description of further restrictions on offers and sales of Bonds and the distribution of this Prospectus, see

Section “Subscription and Sale” below.

No person is or has been authorised to give any information or to make any representations other than those

contained in this Prospectus and, if given or made, such information or representations must not be relied upon

as having been authorised by, or on behalf of, the Issuer or the Joint Bookrunners.

Neither the delivery of this Prospectus nor any sale made in connection herewith shall, under any

circumstances, create any implication that there has been no change in the affairs of the Issuer, the Guarantors

or the Group, since the date hereof or the date upon which this Prospectus has been most recently amended or

supplemented or that there has been no adverse change in the financial position of the Issuer or the Guarantors

since the date hereof or the date upon which this Prospectus has been most recently amended or supplemented

or that the information contained in it or any other information supplied in connection with the Bonds is correct

as of any time subsequent to the date on which it is supplied or, if different, the date indicated in the document

containing the same.

The Joint Bookrunners have not separately verified the information contained herein. To the fullest extent

permitted by law, the Joint Bookrunners accept no responsibility whatsoever for the information contained or

incorporated by reference in this Prospectus or any other information provided by the Issuer, the Guarantors or

in connection with the Bonds or their distribution or for any other statement, made or purported to be made by

the Joint Bookrunners or on their behalf in connection with the Issuer, the Guarantors or the issue and offering

of the Bonds. The Joint Bookrunners accordingly disclaim all and any liability whether arising in tort or

contract or otherwise (save as referred to above) which they might otherwise have in respect of this Prospectus

or any such information or statement.

Neither this Prospectus nor any other information supplied in connection with the Bonds or their distribution is

intended to provide the basis of any credit or other evaluation or should be considered as a recommendation by

the Issuer, the Guarantors or the Joint Bookrunners that any recipient of this Prospectus or any other

information supplied in connection with the Bonds or their distribution should purchase any of the Bonds.

None of the Joint Bookrunners acts as a fiduciary to any investor or potential investor in the Bonds. Each

investor contemplating subscribing or purchasing Bonds should make its own independent investigation of the

financial condition and affairs, its own appraisal of the creditworthiness, of the Issuer or the Group and of the

terms of the offering, including the merits and risks involved. For further details, see Section “Risk Factors”

herein. The contents of this Prospectus are not to be construed as legal, business or tax advice. Each prospective

investor should subscribe for or consult its own advisers as to legal, tax, financial, credit and related aspects of

an investment in the Bonds. None of the Joint Bookrunners undertakes to review the financial condition or

affairs of the Issuer or the Group after the date of this Prospectus nor to advise any investor or potential

investor in the Bonds of any information coming to the attention of any of the Joint Bookrunners.

This Prospectus is to be read in conjunction with all the documents which are incorporated herein by reference

(see Section “Documents Incorporated by Reference” below).

This prospectus includes pro forma financial information in relation to the financial year ended December 31,

2016, which has been prepared as if the acquisition of SAG by SPIE had been completed as of January 1, 2016.

This pro forma financial information is provided for information purposes only and does not represent the

results that would have been achieved if this acquisition had actually been completed on such date.

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TABLE OF CONTENTS

Page

RISK FACTORS ......................................................................................................................................................... 4

TERMS AND CONDITIONS OF THE BONDS ......................................................................................................31

USE OF PROCEEDS ................................................................................................................................................43

SELECTED FINANCIAL INFORMATION .............................................................................................................44

DESCRIPTION OF THE ISSUER ............................................................................................................................47

DESCRIPTION OF THE ACQUISITION AND OF THE SAG GROUP .................................................................77

INDUSTRY ...............................................................................................................................................................81

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS ...........................................................................................................................................................86

RECENT DEVELOPMENTS ................................................................................................................................. 112

DESCRIPTION OF THE GUARANTORS.............................................................................................................127

DESCRIPTION OF THE GUARANTEES .............................................................................................................162

DOCUMENTS INCORPORATED BY REFERENCE ...........................................................................................166

TAXATION .............................................................................................................................................................168

SUBSCRIPTION AND SALE .................................................................................................................................170

GENERAL INFORMATION ..................................................................................................................................172

CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR ENDED

DECEMBER 31, 2016 .............................................................................................................................................175

STATUTORY AUDITORS’ REPORT ON THE ISSUER’S CONSOLIDATED FINANCIAL STATEMENTS FOR

THE FINANCIAL YEAR ENDED DECEMBER 31, 2016 ....................................................................................254

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER FOR THE

FINANCIAL YEAR ENDED DECEMBER 31, 2016 ............................................................................................256

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS ..................................263

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RISK FACTORS

The Issuer considers that the risk factors described below are important to make an investment decision in the

Bonds and/or may alter its ability to fulfil its obligations under the Bonds towards investors. All of these factors

are contingencies which are unpredictable and may or may not occur and the Issuer is not in a position to express

a view on the likelihood of any such contingency occurring. The risk factors may relate to the Issuer, the Group,

and the Guarantors or to any of their respective subsidiaries.

The following describes the main risk factors relating to the Issuer, the Group, the Guarantors (which are all

members of the Group) and the Bonds that the Issuer considers, as of the date hereof, material with respect to the

Bonds. The risks described below are not the only risks the Issuer, the Guarantors and their subsidiaries face and

they do not describe all of the risks of an investment in the Bonds. The inability of the Issuer to pay interest,

principal or other amounts on or in connection with any Bonds or the inability of the Guarantors to make

payments under the Guarantees, may occur for other reasons and the Issuer and the Guarantors do not represent

that the statements below regarding the risks of holding any Bonds are exhaustive. Additional risks and

uncertainties not currently known to the Issuer and the Guarantors or that they currently believe to be immaterial

could also have a material impact on their business operations or on an investment in the Bonds.

Prior to making an investment decision in the Bonds, prospective investors should consider carefully all the

information contained or incorporated by reference in this Prospectus, including the risk factors detailed below.

In particular, prospective investors, subscribers and holders of Bonds must make their own analysis and

assessment of all the risks associated to the Bonds and the risks related to the Issuer, the Guarantors, their

activities and financial position. They should also consult their own financial or legal advisors as to the risks

entailed by an investment in the Bonds and the suitability of such an investment in light of their particular

circumstances.

The Bonds should only be purchased by investors who are financial institutions or other professional investors or

qualified investors who are able to assess the specific risks implied by an investment in the Bonds, or who act on

the advice of financial institutions.

The order in which the following risk factors are presented is not an indication of the likelihood of their

occurrence.

Terms defined in “Terms and Conditions of the Bonds” below shall have the same meaning where used below.

1. Risks relating to the Group’s industries

1.1 Risks relating to economic conditions and changes in economic conditions

Changes in demand for services are generally related to changes in macroeconomic conditions, including the

evolution of gross domestic product in the countries where the Group operates, as well as at the level of private

and public expenditures on new and existing facilities and equipment. In general, periods of recession or deflation

are likely to have a negative impact on demand for services (see Section “Industry” of this Prospectus). During the

financial year ended December 31, 2016, 92% of the Group’s production was generated out of Europe, of which

49% was in France. As of the date of this Prospectus, growth remains limited in the European Union, including in

France, and the International Monetary Fund’s forecasts for 2017 are modest (1.6% in the European Union and

1.3% in France) (source: IMF, World Economic Outlook January 2017).

Generally, during periods of economic recession, customers significantly decrease their equipment expenditures,

which affects the Group’s ability to sell services relating to construction projects or projects to extend the life of

new equipment or infrastructure. In particular, certain industries, including building construction and heavy

industry, have significantly reduced their level of activity in recent years. Moreover, the Group has faced a

decrease in demand for installation services, in particular from steel producers, car manufacturers and their supply

chains. In addition, some of the Group’s customers may experience financial difficulties that could lead to

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payment delays or even default. The continuation or worsening of the current economic conditions could have a

material adverse effect on the Group, its business, financial situation, results of operations and prospects.

Finally, although oil prices have progressively improved during the financial year ended December 31, 2016, they

remain at a low level. This negatively affects activities of supplying pipelines for drilling and oil facilities, known

as OCTG (Oil Country Tubular Goods) activities, conducted in Angola through the SONAID joint venture. To a

lesser degree, this affects technical assistance activities by reductions in operating expenditure and low investment,

particularly in the drilling and geosciences field. Its impact is more limited on business maintenance activities.

Although it has had only a limited impact on the Group’s results, considering the relative significance of activities

of technical support and operational maintenance activities, low oil prices could, if they were to remain at current

levels or decrease further, negatively impact the Oil & Gas business of the Group, which could significantly

impact the activities, financial situation, results and outlook of the Group.

1.2 Risks relating to public expenses

The public sector constitutes a significant portion of the Group’s customers, in particular in France. It represented

approximately 15% of the Group’s consolidated production for the financial year ended December 31, 2016 and

14% for the financial year ended December 31, 2015. The public sector market is affected by political and

administrative policies and decisions with respect to public expenses levels. In recent years, the economic situation

has significantly affected the resources of governments and other public entities and has led to strict public

expenses reduction policies. These policies 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.

Finally, some of these entities, in the context of economic crisis and high levels of indebtedness, could be unable

to make payments in a timely fashion or, more generally, honour their commitments.

If the difficulties facing certain of these public entities were to intensify and the trend of significant decreases in

public expenses were to continue, this could cause a material adverse effect on the Group, its business, financial

situation, results of operations and prospects.

1.3 Risks relating to the competitive environment

The Group faces intense competition from a variety of 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. In addition, certain services requiring less technical

skill may encounter strong local competition by smaller competitors with strong relationships and an established

local presence. Moreover, the technical services industry is highly fragmented, in particular outside of France, and

the Group’s ability to rely upon and retain a dense local network is essential for the Group’s development. Any

movement to consolidate the different activities of the Group’s competitors, whether multinational, national,

regional or local, could increase competition in the Group’s industries, change the competitive landscape of the

technical services industry, and, in particular, if the Group is unable to participate in such consolidation, lead to a

loss of market share, a decrease in the Group’s revenue and/or a decline in its profitability.

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. The Group is also required to regularly develop new

services in order to maintain or improve its competitive position. If, despite these efforts, the Group’s customers

do not find quality and added value in the Group’s offerings, in particular as compared with its competitors, or if

the Group’s offerings do not meet customer expectations, the Group’s activity and financial results might be

materially adversely affected.

Finally, customers increasingly focus on limiting the overall cost of their facilities. As a result, proposed pricing is

an important factor in the renewal of contracts upon expiry, in particular for multi-year contracts, as well as in with

the context of calls for tenders for new contracts. The Group is subject to constant pressure on the prices it charges

for its services.

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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. This,

in turn, could have a material adverse effect on its business, financial situation, results of operations and prospects.

1.4 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, in particular in connection with government contracts. 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. As a result, the Group may lose tenders if it is unable to demonstrate its strengths, which could

significantly affect the growth of its activities. Moreover, calls for tenders and the related decisions may be

challenged or subject to indemnification proceedings, including by means of litigation, which could impede

implementation of the corresponding contract or its economics. Finally, in the event of the non-renewal of

government contracts, such contracts generally must be resubmitted for bids through new calls for tenders.

In addition, the Group is likely to commit significant financial and human resources in order to prepare and

participate in these calls for tenders, with no assurance that it will be awarded the contract. Even in cases where

the contract is awarded to the Group, the profits realised may be lower than initial projections, or sales could prove

insufficient to make the project profitable. More generally, the performance conditions may prove different from

those provided for at the time when the bid was prepared, because such terms depend on many variables that are

sometimes difficult to foresee. These include accessibility of the work site, availability of qualified personnel,

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. The difficulty of foreseeing the final costs and performance conditions could strongly affect such

projects profit margins, thereby having a material adverse effect on the Group’s business, financial situation,

results of operations and prospects.

1.5 Risks relating to public-private partnerships

In connection with its activities, the Group may enter into public-private partnerships (“PPP”). PPPs (such as

Private Finance Initiatives in the United Kingdom) consist in awarding contracts for construction or

transformation, maintenance, operations or management of sites, equipment or intangible assets necessary for

government services, as well as all or part of the financing of such contracts, to private companies. Following

significant growth in recent years in connection with the financial crisis, decrease of public spending and control

of government indebtedness, growth in PPP is currently slowing. Certain of the Group’s contracts may

nevertheless be entered into or re-awarded, upon expiry, in the form of PPPs. In certain cases, these contracts

assign a global mission to the private partner that includes various activities, some in areas in which the Group is

not present, such as those relating to construction and public works (such as hospitals and buildings). The Group

may risks of losing or failing to obtain certain contracts, if the public sector entities prefer to use multi-disciplinary

contractors, in particular construction groups with their own technical services branches, which could give them an

advantage in obtaining PPP projects.

If the Group does not succeed in adapting to customer requirements with regard to PPPs or, more generally, if it

does not succeed in sufficiently penetrating the PPP market, this could have a material adverse effect on its

business, financial situation, results of operations and prospects.

1.6 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. As a

result, the Group must continually adapt such expertise in order to identify and integrate technological

innovations, new industrial standards, new products and new customer expectations. New technologies or changes

in standards, as well as changes in the demand for services, could result in the Group’s service offerings becoming

obsolete or non-viable. In order to remain among the leading businesses in the industry and to anticipate its

customers’ expectations, the Group must continually improve its know-how as well as the efficiency and

7

profitability of its offerings, 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 Group does not succeed in anticipating and integrating in a timely fashion changes in technologies and

industrial standards, this might affect its customer relationships and competitive position, which could have a

material adverse effect on its business, financial situation, results of operations and prospects.

1.7 Risks relating to outsourcing trends

In addition to economic conditions, the increase in demand for technical services is also influenced by certain

general market trends, including the growing trend towards outsourcing, 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,

the United Kingdom and Germany.

The increase in outsourcing of technical services is, however, likely to be influenced by political decisions, such as

the implementation of new regulations, which could affect public and private demand in this area and thus slow

down development or even affect existing contracts. Moreover, the Group cannot guarantee that this trend towards

outsourcing will continue. In particular, certain economic players, whether public or private, could return to using

in-house technical services in order to take control of such services. If the trend towards more outsourcing slows or

stops, this could have a material adverse effect on the Group’s business, financial situation, results of operations

and prospects.

1.8 Risks relating to the “green economy”

The Group intends to participate in the development of the “green economy,” in particular by offering energy

saving technical solutions as well as services dedicated to renewable energy. 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, the quotas and tax incentives for renewable

energy sources) as well as corporate awareness of environmental issues. Although recent years have been marked

by a growing sensitivity to these problems from economic actors, the Group cannot guarantee, particularly in light

of the cost-reduction policies of public and private actors, that this support will not slow down or even, to a certain

extent, come to an end. Such an occurrence could have a material adverse effect on the Group’s business, financial

situation, results of operations and prospects.

2. Risks relating to the Group’s activities

2.1 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. In addition, the Group operates in areas of activity that are subject to strong media

exposure (such as Oil & Gas and Nuclear).

The Group’s success in recent years is largely due to its reputation for reliability and market leadership across a

wide range of services, in particular for services requiring a high level of expertise. This reputation has enabled the

Group to consolidate its position and has strongly contributed to its growth. Although the Group tightly controls

the quality of its services, it cannot guarantee that it will not encounter difficulties relating to the quality or

reliability of its services, or more generally to its ability to provide the level of service announced to its customers,

in certain industrial sectors and/or geographic markets. The occurrence of such events, in particular in the event of

significant media coverage, could strongly affect the Group’s reputation, in particular with its customers, and

could thus have a material adverse effect on its business, financial situation, results of operations and prospects.

2.2 Risks relating to project management

The Group offers a wide range of technical services in connection with its projects. In order to ensure that its

projects are conducted efficiently, the Group relies on significant project management and site-management

expertise, particularly with respect to pricing its services and optimising performance during the term of the

8

contract. The essential skills for performance and profitability of a project are the Group’s ability to accurately

foresee the project’s costs, to correctly assess the various resources (in particular human resources) necessary to

carry out the project, to effectively manage the services provided by sub-contractors, and to control technical

events that could affect and delay progress on the project. In practice, poor project management can generate

significant additional performance costs and delays, leading to delays in payment for its services or damaging the

Group’s reputation. Moreover, in order to carry out certain projects, in particular larger scale projects, the Group

sometimes participates in groups or consortia whose smooth functioning requires coordination among the different

members. Differences may arise among the members of such groups, and breaches by certain members may occur,

which may make it difficult to manage or even to complete the project. Such events could have a material adverse

effect on the Group’s business, financial situation, results of operations and prospects.

2.3 Risks relating to workplace health and safety

Because human resources are the basis of the Group’s activity, regulations with respect to employment law, and in

particular with respect to workplace health and safety, have a particular impact on its activity. Although the Group

deploys significant efforts to ensure compliance with such regulations, it cannot guarantee that there will be no

breaches. Failure by the Group, its employees or its subcontractors to comply with these obligations could lead to

significant fines and claims against the Group and against the employer entity relating to the violation of these

provisions, or to the loss of authorisations or qualifications. In addition, such regulations are subject to regular

updating. The Group’s adaptation in order to comply may generate significant additional costs.

The Group is exposed to risks of accident of its employees, at their work site or whilst travelling to or from work.

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, which are dangerous by nature. Some of the Group’s employees work in

or near nuclear, oil or gas facilities and are therefore potentially subject to risks relating to incidents or accidents

affecting such facilities. Despite the attention paid to safety and working conditions, the Group cannot exclude the

possibility of increased frequency and size of work-related accidents and illnesses.

Finally, new technologies, as well as the implementation of new procedures, services, tools and machines could

have unanticipated effects on the working conditions of the Group’s employees. Moreover, the Group’s employees

may be exposed to materials that, even if they are not currently considered to be harmful, could in the future prove

to be dangerous for human health, as occurred in the past with respect to asbestos. Dangerous working conditions

could also lead to significant employee turnover, increase customers’ project costs and significantly increase the

Group’s operating expenses.

The occurrence of such events could have a material adverse effect on the Group’s business, financial situation,

results of operations and prospects.

2.4 Risks relating to hiring and retention of key technical employees

In technical services activities, success depends on the ability to identify, attract, train, retain and motivate highly

skilled technical personnel. As a result, the Group faces strong competition in its sectors of activity. The Group

may be unable to successfully attract, integrate or retain a sufficient number of qualified employees, which could

damage its activities and its growth.

Moreover, the growth of the Group’s activities requires the acquisition, maintenance and renewal of a large variety

of skills in order to respond to changes and market expectations. The Group may be unable to find qualified

candidates, to train its staff in new technologies, or to recruit and train the necessary management personnel in the

geographic markets or industrial sectors in which it operates. Moreover, during periods of rapid economic growth,

the Group could encounter difficulties in recruiting and retaining qualified employees, resulting in a risk of

increased salary costs and lowered service quality.

If the Group does not succeed in meeting its human resource challenges, a key factor in its development, this could

have a material adverse effect on its business, financial situation, results of operations and prospects.

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2.5 Risks relating to employees and temporary workers

In general, the Group’s employees provide services at premises and other locations belonging to or operated by its

customers. As a result, the Group could be subject to claims relating to any damages incurred by its customers

with respect to their assets, their activities, 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. Such claims could be significant and could affect the

Group’s reputation, which could have a material adverse effect on its business, financial situation, results of

operations and prospects.

Furthermore, for certain of its activities the Group uses a significant number of temporary workers. It cannot

guarantee that such temporary workers will always have a level of training, qualification and reliability identical to

those of its permanent employees. This could lead to a decrease in the quality of services or to a higher rate of

work-related accidents, which could, in turn, negatively affect the Group’s reputation and business.

2.6 Risks relating to acquisitions

In addition to organic growth, the Group has grown in recent years through the successive acquisitions of several

regional service platforms such as in 2016, Trios Group, a provider of facility and property related technical

services in the United Kingdom, as well as several companies of the COMNET group and GfT Gesellschaft für

Elektro- und Sicherheitstechnik mbH (“GfT”) specialized in the provision of services and solutions in the IT in

Germany as well as numerous small acquisitions which have enabled the Group to consolidate its offerings and its

presence in these geographic markets. The Group intends to continue to develop and expand its business mainly

through acquisitions of small medium-sized companies that meet its strategic and financial criteria. In connection

with its growth strategy, the Group may encounter difficulties that include the following:

– identification of appropriate targets, in line with the Group’s external growth strategy, may be difficult;

– integration of new companies could lead to substantial costs, as well as to delays or other financial and

operational difficulties;

– the expected financial and operational synergies may take more time than foreseen or fail to occur, either in

whole or in part;

– acquisitions could require increased attention by the Group’s management, to the detriment of other

activities;

– the assumptions made in the business plans of the acquired companies may be incorrect, in particular with

respect to synergies and performance;

– the acquisitions could lead the Group to bear more significant liabilities than those calculated during the due

diligence phase of the acquisition;

– 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, in particular with respect to anti-trust authorisations;

– the acquisition of a new company could lead to the loss of certain key employees and contracts; and

– the acquisition of new companies could create unexpected legal constraints.

In general, the expected profits from future or completed acquisitions could fail to materialise within the time

periods and to the levels expected, which could have a material adverse effect on the Group’s business, financial

situation, results of operations and prospects.

As of the date of this Prospectus, the Group is in the process of acquiring SAG, a major player in services and

systems supplier for the energy industry (See Section “Risk Factors – 6. Risks relating to the acquisition of SAG”

for a description of main risks related to this acquisition).

10

2.7 Risks relating to corruption and ethics

In connection with its activities, the Group may encounter corruption-related risks, in particular through its Oil &

Gas activities, for which the Group is present in some countries that have high levels of corruption. The Group has

implemented employee policies, procedures and training with respect to ethics and anti-corruption regulations.

However, it cannot guarantee that its employees, suppliers, subcontractors or other commercial partners will

comply with the requirements of its code of good conduct, its ethics, or applicable legal regulations and

requirements. If the Group were unable to enforce compliance with its anti-corruption policies and procedures, it

could be subject to civil and criminal sanctions, in particular significant fines or even exclusion from certain

markets. The occurrence of such events could have a material adverse effect on the Group’s reputation, business,

financial situation, results of operations and prospects.

2.8 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. As a result, it is exposed to

risks relating to managing subcontractors and the risk that such subcontractors may fail to perform the agreed-

upon services satisfactorily and on a timely basis. Such a situation could affect its ability to perform its obligations

or customers’ expectations and comply with applicable regulatory requirements. In extreme cases, performance or

other deficiencies on the part of its subcontractor could result in a customer terminating its contract. Such a

situation could expose the Group to financial liabilities, damage its reputation and could impair its ability to

compete to new contracts. In addition, in the event a subcontractor provides unsatisfactory services, 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.

Furthermore, 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. Finally, 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.

Thus, 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, results of operations,

financial situation and prospects.

2.9 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. 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, which could have a material adverse

effect on its business, financial situation, results of operations and prospects.

2.10 Risks relating to public sector contracts

A significant portion of the Group’s activities is carried out with public sector entities, including in the United

Kingdom and France and, to a limited extent, in Belgium, Germany and the Netherlands. The public sector

represented approximately 15% of the Group’s consolidated production during the financial year ended December

31, 2016.

Due to regulations with regards to government contracts, such as the European Union rules on calls for tenders, as

well as the nature of contracts entered into with public sector entities, certain terms of public sector contracts, such

as pricing terms, duration and ability to transfer receivables under contract, provide less flexibility than private

sector contracts. Certain of these contracts also contain terms that fall outside ordinary law arrangements, which,

in certain cases and subject to certain limits (in particular subject to indemnification), permit the counterparty

unilaterally to modify or even terminate the contracts in question. Finally, for a limited number of contracts, due to

11

the principle of continuity of public services, the Group may be unable to terminate unilaterally a contract that it

deems unprofitable.

2.11 Risks relating to the Oil & Gas sector business

The Oil & Gas business is principally present in emerging markets, specifically in Africa, the Middle East and

Southeast Asia. In recent years, a number of countries in these regions have experienced varying degrees of

economic and political instability, civil wars, violent conflicts and social unrest. Political instability includes, in

particular, significant changes in tax laws or regulations, monetary restrictions, and renegotiation or cancellation of

ongoing contracts, permits, leases and other agreements. In addition, oil and gas activity may be subject to

nationalisation or expropriation in some of the countries in which the Group operates.

In addition, the Group’s facilities and employees face numerous safety risks in these regions, such as acts of

violence, terrorism and harm to their property or physical integrity. Although the Group has implemented the

measures that it deems necessary to prevent this type of event, it cannot assure that these measures will be fully

effective.

In the context of its Oil & Gas activities, the Group is exposed to fluctuations in oil prices, which affect the level

of its activities with its clients. In particular, Oil & Gas players, as a result of the low level of oil price and of the

evolution of the economic conditions, tend to reduce their investments, which negatively impacts certain projects

in which the Group is involved and, more generally, the Group’s activities, in particular its tubular supply

activities for drilling and oil installations, called OCTG activities (Oil Country Tubular Goods), operated in

Angola through the SONAID joint venture.

The occurrence of such events could have a material adverse effect on the Group’s business, financial situation,

operations and future profitability.

2.12 Risks relating to nuclear industry activities

In connection with its nuclear sector activity, the Group provides services to nuclear industry operators, for the

most part in France. As its nuclear industry customers, the Group is subject to many restrictive standards imposed

by the French, European and other national and international regulators regarding the operation and safety of

nuclear facilities. Moreover, in general and, especially since the accident at the Fukushima site in Japan, the

nuclear industry regulatory framework is becoming stricter and more difficult to implement, which increases the

financial resources necessary to ensure compliance with such regulations. Finally, more stringent regulatory

requirements may negatively impact the long-term growth of the nuclear industry, which in turn, could negatively

impact the development of the Group’s activities. In addition, any prolonged suspension of its customers’ activity

for regulatory reasons, such as temporary closings of facilities for periodic security inspections, can lead to

significant work stoppages for the Group’s teams, the costs of which may not be passed on to the customer

pursuant to the contract.

Finally, in connection with its nuclear sector business, since the use of subcontractors is strictly limited, 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, which requires the Group to maintain highly qualified

employees in this activity.

2.13 Risks relating to presence in emerging markets

Although a significant portion of the Group’s consolidated production is recorded in Western Europe, the Group

also operates in other markets, in particular in certain countries in Eastern Europe, Africa and Southeast Asia.

In general, the Group’s activities in these countries involve higher risks than in the Western European countries,

including gross domestic product volatility, relative economic instability (as inflation rates frequently are higher

and fluctuate more), informal and unregulated trade, often-significant changes in regulations or imperfect

application thereof, nationalisation or expropriation of private property (without sufficient indemnification to

rebuild the same tool), difficulties in recovering payment, difficulties in retaining employees, social disturbances,

12

significant interest rate and exchange rate fluctuations, risk of war, public disturbances or acts of terrorism, claims

by local authorities challenging the initial tax framework or the application of contractual provisions, 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, withholding taxes or other taxes

based on payments or investments made by foreign subsidiaries and any other restriction imposed by foreign

governmental authorities).

Although the Group’s activities in emerging markets are not concentrated in a single country, 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, financial situation, results of operations and prospects.

2.14 Risks relating to dependence on certain customers

In connection with its Oil & Gas and Nuclear activities, a significant portion of the Group’s consolidated

production comes from a small number of customers. In the Oil & Gas sector the top three customers represent

approximately 43% of the Group’s consolidated production in this industry for the financial year ended December

31, 2016, while in the nuclear sector, the Group records almost all of its consolidated production with three

customers.

More generally, the ten main customers represent approximately 20% of the Group’s consolidated production for

the financial year ended December 31, 2016. Although the Group generally enjoys long-term commercial relations

with its main customers (as with its other customers and commercial partners), the Group cannot guarantee that

such customers will in fact renew their contracts and, more generally, that they will not be terminated.

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, for instance), especially in the sectors mentioned above, a significant reduction in services for

customers, 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, financial situation,

results of operations and prospects.

2.15 Risks relating to relationships with certain suppliers

For some very specific services, the Group may rely on a limited number of suppliers. This is the case in

connection with the Group’s communication activity, due to the concentration of players in that market. As a

result, any shortage or significant increase in prices by such suppliers, 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, financial situation, results of operations or prospects.

2.16 Risks relating to employee relationships

In activities that primarily rely on human resources, the maintenance of harmonious relations with employees and

employee-representative institutions is a key issue. Although the Group closely monitors these relations, and

although it has not experienced any significant labour unrest in the past, it cannot guarantee that no strike, claim or

other labour unrest will interfere with its activities in the future. Such events could lead to interruptions in

activities and harm the Group’s reputation; more generally, their occurrence could have a material adverse effect

on the Group’s business, financial situation, results of operations and prospects.

2.17 Risks relating to the absence of formalised contracts

In accordance with commercial practices in effect in the markets in which the Group operates, a significant

number of agreements entered into by the Group with its customers, in particular its small customers are often

informal and generally consist of pricing agreements that are periodically renegotiated between the parties, or

purchase orders.

As a result, the renewal terms of these contracts are not formalised and depend to a large extent on commercial

relations with the customers concerned. This flexibility can result in a less accurate definition of the parties’ rights

and, in the case of a disagreement between the parties as to the content of their agreement, lead to challenges,

13

disputes or conflicts which could have a material adverse effect on the Group’s business, financial situation,

results of operations and prospects.

2.18 Risks relating to performance undertakings in certain contracts

In connection with its activities, the Group enters into certain contracts pursuant to which it undertakes to reach a

particular result towards its co-contractors. This is the case with respect to energy efficiency contracts offered by

the Group, pursuant to which the Group undertakes to reach a particular level of reduction in the customer’s

energy costs, 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.

Any failure by the Group to comply with a performance undertaking could result in a decrease or even loss of its

remuneration, or to the early termination of the contract. If the Group does not succeed in complying with its

performance undertakings pursuant to several contracts, this could have a material adverse effect on its business,

financial situation, results of operations and prospects.

2.19 Risks relating to the Group’s decentralised structure

The Group is organised around a decentralised management structure. 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.

The Group’s growth has historically included various acquisitions, which required the integration of businesses

and teams with quite varied practices and policies. 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. Given the extent of

the Group’s activities in Europe, Africa, Asia and the Middle East, and the autonomy that it gives to its local

entities, it cannot exclude the possibility that difficulties may occur in the future, such as flaws in internal

reporting. If the Group does not succeed in effectively managing its decentralised structure, this could have a

material adverse effect on its business, financial situation, results of operations and prospects and affect its

reputation.

2.20 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, communicating with its customers, managing its staff and providing the necessary

information to the various operational managers in order to take decisions). Management of the Group’s activity is

more and more dependent on information systems. Despite a policy of continuous reinforcement of the resiliency

and security of the Group’s information systems and information technology infrastructure, any breakdown or

significant interruption resulting from an incident, a computer virus, a computer attack or any other cause could

have a negative effect on the conduct of the Group’s activities. In addition, 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. It therefore relies on the quality of the work performed by its service

providers. As a result, despite the care it exercises in selecting its partners, the Group is exposed to the risk that

such partners may fail to carry out their obligations. The occurrence of such events could have a material adverse

effect on the Group’s business.

3. Risks relating to the Issuer

3.1 Risks relating to the holding company structure

The Issuer is the Group’s parent company. As a holding company, its principal assets consist of direct or indirect

shareholdings in the various subsidiaries which generate the Group’s cash flow. As a result, the Issuer’s revenues

essentially come from dividends received from its subsidiaries, invoicing for services carried out on behalf of

subsidiaries, intra-group interest and loan repayments by subsidiaries, 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. As a result, the Issuer’s financial statements and the changes thereto from year to year only

14

partially reflect the Group’s performance, and do not necessarily reflect the same trends as the consolidated

financial statements.

Moreover, the ability of the Issuer’s subsidiaries to make these payments to the Issuer may be at risk depending on

the changes in their activities or regulatory limits. 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 “Risk

Factors – 3.3. Risks relating to indebtedness and financial covenants” of this Prospectus) or by reason of tax

constraints making financial transfers more difficult or expensive.

Any decrease in dividends paid by the Group’s subsidiaries to the Issuer, whether due to a deterioration in their

results or due to regulatory or contractual constraints, could thus have a material adverse effect on the Group’s

results of operations, financial situation and prospects.

3.2 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, in particular Mr. Gauthier Louette, its Chairman and CEO. In the event of an accident or the departure of

one or more of these executives or other key employees, the Group may be unable to replace them easily, which

could affect its operational performance. More generally, competition in executive recruitment is strong, and the

number of qualified candidates is limited. The Group may be unable to retain the services of executives or key

employees, or, in the future, to attract and retain experienced executive management and key employees.

Moreover, in the event that its executive management or other key employees should join a competitor or create a

competing business, the Group could lose customers, part of its know-how and key employees who may follow

them. These circumstances could have a material adverse effect on the Group’s business, financial situation,

results of operations and prospects.

3.3 Risks relating to indebtedness and financial covenants

3.3.1 Risks relating to the Group’s indebtedness

As of December 31, 2016, the Group’s debt amounted to €1,459.2 million (see Section “Management’s discussion

and analysis of financial condition and results of operations – 3.2.2. Financial Liabilities” of this Prospectus). The

Group’s indebtedness may have negative consequences, such as:

– may require the Group to allocate a substantial portion of the cash flows from (used in) its operating activities

to financing and redeeming its debt, thus reducing the Group’s ability to allocate available cash flows to

finance organic growth, make investments, and meet other general needs of the business;

– may increase the Group’s vulnerability to a slowdown in activity or economic conditions;

– may place the Group in a less favourable position against its competitors that have a lower debt to cash flow

ratio;

– may limit the Group’s flexibility to plan or react to changes in its businesses or the sectors in which it

operates;

– may limit the Group’s ability to make investments intended for growth;

– may limit the Group’s ability to achieve its acquisition policy; and

– may limit the ability of the Group and its subsidiaries to borrow additional funds or raise capital in the future,

and increase the costs of such additional financing.

In addition, the Group’s ability to honour its obligations, pay the interest on its loans, or even refinance or repay its

loans under the conditions stipulated, will depend on its future operational performance and may be affected by a

number of factors (economic context, conditions in the debt market, regulatory changes, etc.), some of which are

beyond the Group’s control.

15

If the Group has insufficient liquid assets to service its debt, it could be forced to reduce or defer acquisitions or

investment, sell assets, refinance its debt or seek additional financing, which could have a material adverse effect

on its business or financial situation. The Group might be unable to refinance its debt or obtain additional

financing under satisfactory terms and conditions.

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 “Risk Factors – 4.2. Risks relating to interest

rates” of this Prospectus).

3.3.2 Risks relating to restrictive clauses in the financing agreements

The Senior Credit Facilities Agreement requires that the Group comply with certain covenants, primarily financial,

and specific ratios (see Section “Management’s discussion and analysis of financial condition and results of

operations” of this Prospectus). These covenants limit, among others, the Group’s ability to:

– make acquisitions or investments or enter into joint ventures;

– make any type of loans;

– incur any debt or grant guarantees;

– create security interests;

– pay dividends or make distributions to shareholders;

– sell, transfer or assign assets;

– merge or combine with other companies; or

– execute transactions with related entities.

The restrictions contained in the Senior Credit Facilities Agreement, and the contracts relating to the Group’s debt

securitization programme could impact its ability to conduct its business, and limit its ability to react to market

conditions or even to seize any commercial opportunities that arise. For example, these restrictions could affect the

Group’s ability to finance the capital expenditures for its operations, make strategic acquisitions, investments or

alliances, restructure its organization or finance its capital requirements. Moreover, the ability of the Group to

comply with these covenants could be affected by events beyond its control, such as economic, financial or

industrial conditions. The Group’s failure to meet its undertakings or these covenants could lead to default under

the terms of the aforementioned agreements.

In the event of a default that is not remedied or waived, the relevant creditors could terminate their commitment

and/or require that the outstanding amounts be paid immediately. This could activate the cross-default clauses of

other Group loans. This type of event could have a material adverse effect for the Group, even pushing it to

bankruptcy or liquidation.

3.4 Risks relating to maintenance of negative working capital

In recent years, the Group’s working capital requirements have been structurally negative, which has enabled the

Group to self-finance its external growth. The Group cannot guarantee that it will succeed in maintaining negative

working capital in the future.

In the event of an unfavourable economic situation, the Group could experience longer payment periods, delays in

the collection of receivables from certain customers. Conversely, the Group’s suppliers could impose shortened

payment periods on the Group. Moreover, the Group could encounter difficulties in invoicing advances on orders,

or in invoicing on the terms initially negotiated with its customers, 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

16

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, financial situation, results of operations and prospects.

3.5 Risks relating to goodwill, other intangible assets and other assets

As of December 31, 2016, goodwill represented €2,207.3 million, of which €64.4 million resulted from

acquisitions made during the financial year ended December 31, 2016 (see Note 6.3 of the appendix to the 2016

Issuer’s Consolidated Financial Statements (as defined below) included in Section “Consolidated financial

statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus). The Group cannot

exclude the possibility that future events may lead to a depreciation of some intangible assets and/or goodwill. As

a result of the significant amount of intangible assets and goodwill on the Group’s balance sheet, 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 of December 31, 2016, deferred tax assets on the Group’s consolidated balance sheet amounted to €235.4

million. 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, in any event, before

expiry of the losses, in the case of deferred tax assets relating to tax loss carryforwards. Nevertheless, 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 also bases its forecasts as to the use of deferred tax assets on its

understanding of the application of tax regulations, which could be challenged by changes in tax and accounting

regulations, or by tax audits or litigation that could affect the amount of these deferred tax assets. If the Group

believed that it would be unable to realise its deferred tax assets in future years, it would be required to remove

these assets from its balance sheet, which could have a material adverse effect on its results of operations and

financial situation.

4. Market risks

4.1 Liquidity risk

The table below shows the breakdown by maturity date of financial liabilities as of December 31, 2016 by

contractual maturity:

In thousands of euros < 1 year 2-5 years > 5 years Total as of

December 31,

2016

Loans and borrowings from banking institutions

Facility A from the Senior Credit Facilities

Agreement

- 1,125,000 - 1,125,000

Revolving - - - -

Others 1,824 700 - 2,524

Capitalisation of loans and borrowing costs (3,230) (8,123) - (11,353)

Securitization 287,783 - - 287,783

Total bank overdrafts

Bank overdrafts 39,986 - - 39,986

Interest on bank overdrafts 143 - - 143

Other loans, borrowings and financial liabilities

Finance leases 4,911 9,031 64 14,006

Accrued interest on loans 77 - - 77

Other loans, borrowings and financial liabilities 665 241 34 940

17

In thousands of euros < 1 year 2-5 years > 5 years Total as of

December 31,

2016

Derivative instruments 134 - - 134

Financial liabilities 332,293 1,126,849 98 1,459,240

In 2015, the Group entered into a Senior Credit Facilities Agreement with a banking syndicate (see Section

“Management’s discussion and analysis of financial condition and results of operations – 3.2.2. Financial

Liabilities - (i) Senior Credit Facilities Agreement” of this Prospectus).

The Group also has revolving credit facilities which it can draw down for a total amount of €400 million. The

availability of these revolving credit facilities is subject to covenants and other customary undertakings.

For more information on the Group’s liquidity sources, see Section “Management’s discussion and analysis of

financial condition and results of operations – 3. Liquidity and share capital” of this Prospectus.

In addition, the Group has a programme for the assignment of commercial receivables which main terms are the

following:

– Twelve Group subsidiaries participate as assignors under the programme, assigning their receivables to a

special purpose vehicle called “SPIE Titrisation.”

– SPIE Operations participates in the securitization programme as centralizing Agent on behalf of the Group

vis-à-vis the depositary bank, Société Générale.

This transfer of receivables programme provides that the participating companies assign full ownership of their

commercial receivables to the special purpose vehicle “SPIE Titrisation” enabling them to obtain financing in a

total maximum amount of €300 million (see Note 3.11 of the appendix to the 2016 Issuer’s Consolidated Financial

Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended

December 31, 2016” of this Prospectus).

The purpose of the programme, in addition to optimizing receivables management and recovery, is to enable the

Group to gain access to the necessary cash to finance its operations and external growth.

The use of this programme is accompanied by clauses relating to the early repayment of certain bank loans.

As of December 31, 2016, assigned receivables represented a total of €529.4 million, for a total financing of

€287.8 million.

The Group manages its liquidity risk through specific reserves, bank credit facilities and reserve credit facilities,

by preparing cash flow forecasts and by monitoring real cash flow as compared with forecasts, as well as by trying

to align the maturity dates of financial assets and liabilities to the extent possible.

The main stipulations of the existing financing agreements (including covenants, default clause, acceleration

clause) are described in Section “Management’s discussion and analysis of financial condition and results of

operations – 3.2.2. Financial Liabilities” of this Prospectus.

4.2 Risks relating to interest rates

The Group is exposed to the risk of interest rate fluctuations as a result of certain of its debts, for which interest

rates are indexed to the Euro Interbank Offered Rate (“EURIBOR”) plus a margin. EURIBOR could increase

considerably in the future, leading to additional interest rate expense for the Group, reducing available cash flow

for investments, and limiting the Group’s ability to service its debt. The Group’s debt generally does not contain

clauses requiring it to hedge all or part of its exposure to interest rate risk. As of December 31, 2016, the Group’s

18

outstanding floating rate debt amounted to €1,412.3 million, and the Group’s outstanding fixed rate debt amounted

to €47.0 million.

As at December 31, 2016, given the evolution of the floating rates (negative EURIBOR), no interest rate swaps

has been put in place to cover the outstanding debt of the Group. The Group is contemplating the conclusion of

new interest rate swaps in the course of first quarter of 2017.

Fixed rate financial assets and liabilities are not converted into floating rates. The Group examines interest rate

risks relating to the underlying variable rate assets and liabilities on a case-by-case basis. When the Group decides

to hedge these risks, they are hedged by SPIE Operations through an internal rate guarantee at market conditions.

The Group enters into hedges on the market in return for internal guarantees. These swaps are entered into only

from January 1 to December 31, of each year (and are therefore unwound on December 31).

The Group’s exposure to interest rate risk is primarily related to its net financial liabilities. The allocation of the

Group’s financial liabilities between fixed rates and floating rates before and after hedging is set forth below as of

December 31, 2015 and 2016:

In thousands of euros December 31, 2016 December 31, 2015

Summary of liabilities before hedge

Fixed rate 46,977 32,757

Variable rate 1,412,263 1,484,780

Total 1,459,240 1,517,537

Summary of liabilities after hedge

Fixed rate 46,977 32,757

Variable rate 1,412,263 1,484,780

Total (after hedge) 1,459,240 1,517,537

4.3 Risks relating to exchange rates

As of December 31, 2016, 18.9% of the Group’s revenue was generated in currencies other than the euro, mainly

in Sterling Pound and in Swiss Franc, representing 9.3% and 2.8%, respectively, of the Group’s revenue. The

Group presents its consolidated financial statements in euros. As a result, when the Group prepares its

consolidated financial statements, it must translate foreign currency-denominated assets, liabilities, income and

expenses into euros at applicable exchange rates. As a result, fluctuations in exchange rates can affect the value of

these items in the Group’s consolidated financial statements, even if their intrinsic value remains unchanged. The

Group also makes purchases in currencies other than euro (principally in US dollars). Unfavourable exchange rate

fluctuations can affect the cost of such purchases.

Foreign currency risks for transactions of the Group’s French subsidiaries are managed centrally by the

intermediate holding company SPIE Operations, as follows:

– through an internal exchange shortfall guarantee agreement for currency flows corresponding to 100% of the

Group’s operations; and

– through intermediation for currency flows corresponding to equity operations.

19

In both cases, SPIE Operations hedges itself through forward contracts. In addition, with respect to calls for

tender, foreign currency risk is also hedged when possible through COFACE policies. The table below shows the

Group’s exposure to foreign exchange risk with respect to the US dollar, the Swiss Franc and the Sterling Pound

as of December 31, 2016:

In thousands of euros December 31, 2016

Currencies USD

(American

Dollar)

CHF

(Swiss

Franc)

GBP

(Sterling

Pound)

Closing rate 1.0644 1.0747 0.8396

Risks 8,628 9,685 132,966

Hedges (8,605) (4,255) 149

Net positions excluding options 23 5,430 133,115

Sensitivity to the currency rate -10% vs euro

P&L Impact 957 1,076 14,728

Equity Impact 958 473 n/a

Sensitivity to the currency rate +10% vs euro

P&L Impact (783) (880) (12,050)

Equity Impact (784) (387) n/a

Impact on the Group reserves of the cash flow hedge 310 16 n/a

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, it cannot exclude the possibility that an unfavourable

movement in the exchange rates mentioned above could have an unfavourable effect on the Group’s consolidated

financial situation and results.

4.4 Credit risk and/or counterparty risk

Credit risk and/or counterparty risk refer to the risk that a counterparty will default on its contractual obligations

resulting in a financial loss for the Group.

The financial instruments that could expose the Group to concentrations of counterparty risk are principally

customer receivables, cash and cash equivalents, investments and derivative financial instruments. Overall, the

carrying amount of financial assets recorded in the Group’s consolidated financial statements for the financial

years ended December 31, 2016 and 2015, net of depreciation, represents the Group’s maximum exposure to credit

risk.

The Group believes that it has very limited exposure to concentrations of credit risk relating to its customer

receivables. 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.

In addition, 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, since the Group’s financial exposure to

each of these financial institutions is limited.

4.5 Risks relating to a downgrade of credit ratings

As of the date of this Prospectus, the Issuer has been assigned a rating of BB (stable outlook) by S&P and Ba3

(stable outlook) by Moody’s. A rating may be revised or withdrawn by the rating agencies at any time. Any

20

negative change in an applicable credit rating of the Issuer could negatively affect the Group, in particular its

ability to obtain financing and/or its cost of financing.

5. Legal Risks

5.1 Risks relating to changes in regulations

The Group’s activities are subject to various regulations in France and abroad, in particular with respect to

industrial, safety, health and hygiene or environmental standards. In particular, the Group’s activities in the Oil &

Gas sector and the nuclear industry are subject to strict regulations, the proper application of which is closely

monitored. These standards are complex and subject to change. Although the Group pays careful attention to

compliance with applicable regulations, it cannot exclude the risk of non-compliance. Moreover, 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 organizational structure to these changes within the time periods required.

Furthermore, changes in the application and/or interpretation of existing regulations by the authorities and/or the

courts could also be made at any time.

Any inability by the Group to comply with and adapt its activities to new regulations, recommendations, or

national, European or international standards could have a material adverse effect on its business, results of

operations, financial situation and prospects.

5.2 Risks relating to competition law regulations

The Group is subject to competition law regulations at both the national and international level. In the markets

where the Group has a strong presence, such regulations could reduce its operational flexibility and limit its ability

to make new significant acquisitions and implement its growth strategy.

The Group is involved in several competition law proceedings (see Section “Description of the Issuer – 9. Legal

proceedings and arbitration” of this Prospectus). Although the Group has implemented strict internal guidelines,

an ethics policy and a compliance programme in order to ensure compliance with regulations, it cannot exclude the

possibility that agreements or transactions may not follow the instructions given and infringe applicable

regulations, either inadvertently or deliberately. Such practices could damage the Group’s reputation and, if found

liable, expose it to fines or other significant sanctions such as exclusion from certain markets. The occurrence of

such events could have a material adverse effect on the Group’s business, results of operations and financial

situation.

5.3 Risks relating to tax laws and their changes

The Group is subject to complex and changing tax laws in each of the jurisdictions in which it operates. Changes

in tax legislation could have material adverse consequences on the Group’s tax situation, its effective tax rate or

the amount of taxes to which it is subject. Moreover, tax regulations in the various countries where the Group is

present may be interpreted in various manners. The Group is therefore unable to guarantee that the relevant tax

authorities will agree with its interpretation of applicable regulations. A challenge to the Group’s tax situation by

the relevant authorities could lead to payment by the Group of additional taxes, reassessments and potentially large

fines, or to an increase in the costs of the Group’s products or services in order to collect these taxes. This could

have a material adverse effect on the Group’s business, results of operations, financial situation and prospects.

5.4 Risks relating to the ability of the Group to deduct interest for tax purposes

Articles 212 bis and 223-B bis of the French Code général des impôts restrict the amount of net interest expenses

that may be deducted from the taxable income for corporate income tax purposes, subject to certain conditions and

exceptions, at 75% thereof.

According to the Group, this limit should deprive it of the ability to make a deduction of approximately €7.2

million in 2017 (based on the current rules and available information at the date of this Prospectus).

21

Moreover, under the French rules relating to thin-capitalization, the deduction of interest paid in respect of loans

granted by a related party and, subject to certain exceptions, on loans granted by third parties but guaranteed by a

related party, is allowed, under certain conditions but subject to limits, in accordance with Article 212 of the

French Code général des impôts.

The impact of these rules on the Group’s ability to deduct interest expenses from the taxable income for corporate

income tax purposes may increase its tax burden and have a significant negative impact on its results and financial

situation.

5.5 Risks relating to the ability of the Group to use its tax losses

The Group has significant tax losses. Its ability to use these losses will depend on a number of factors, including,

(i) the ability to generate a taxable income on which the tax loss carry forwards can be attributed, (ii) under Article

209 of the French Code général des impôts the general limitation of the amount of French tax loss carry forwards

that may be used to offset taxable profits of a given fiscal year to €1 million plus 50% of the portion of such

taxable profits exceeding €1 million 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.

The impact of these factors may increase the Group’s tax burden and have a negative impact on the Group’s cash

flows, effective tax rate, financial situation and results.

5.6 Risks relating to litigation and investigations in progress

In the ordinary course of business, the Group’s companies may be involved in a certain number of legal,

administrative, criminal or arbitration proceedings relating in particular to civil liability, competition, intellectual

and industrial property, taxation, environmental matters and discrimination. The most significant on-going

disputes for which the Group has received notice are detailed in Section “Description of the Issuer – 9. Legal

proceedings and arbitration” of this Prospectus. In connection with some of these proceedings, monetary claims

of a significant amount have been or could be made against one or more of the Group’s companies. The

corresponding provisions that the Group could be required to record in its accounts could prove insufficient.

Moreover, the possibility cannot be excluded that in the future, new proceedings, whether or not related to current

proceedings, relating to the risks identified by the Group or to new risks, could be brought against one of the

Group’s companies. Finally, although the Group believes that many of these ongoing proceedings are covered by

existing liability guarantees, there can be no assurance that such liability guarantees will not be challenged or that

any resulting indemnity payments made thereunder, either in their timing or amount, will be sufficient to avoid a

negative impact on the Group.

These proceedings, if their outcome were unfavourable, could thus have a material adverse effect on the Group’s

business, results of operations, financial situation and prospects.

5.7 Risks relating to claims

The Group may encounter difficulties in the performance of its contractual obligations. Moreover, it relies on

partners, suppliers and subcontractors in order to carry out its projects. The Group may be subject to claims from

customers, suppliers or subcontractors; it may also initiate claims against them. Such claims may be subject to

counterclaims for breach of contractual terms or any other material consequence, incomplete work or malfunction,

breach of warranties and/ or delay, 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, such as penalty clauses.

If the claims are discontinued in connection with commercial agreements or settlements, they may be the subject

of judicial or arbitration proceedings, which can be long and onerous. The financial costs and charges associated

with these claims, or the failure to recover sufficient damages or amounts in connection with these claims, could

have a material adverse effect on the Group’s business, results of operations, financial situation and prospects.

22

5.8 Risks relating to insurance

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. However, insurance policies are subject to customary

limitations such as (deductibles and caps). Moreover, not all claims are covered, and the Group cannot exclude the

possibility that it will be faced with a major incident not covered by any of its insurance policies. Furthermore, 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. In addition, 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. Thus, the Group cannot guarantee that it will succeed in maintaining its current insurance

coverage or be able to do so at a reasonable cost.

6. Risks relating to the acquisition of SAG

On December 23, 2016, the Issuer entered into an acquisition agreement in relation to the acquisition of the SAG

group (“SAG”) (see Section “Description of the Acquisition and of the SAG group” of this Prospectus). The

completion of the Acquisition is contemplated by the end of March 2017, subject to usual condition precedents

and antitrust approval by the European Commission. The Acquisition is subject to significant risks and

uncertainties, including those described below. Should these risks materialize, they could have a material adverse

effect on the Group, its business, its financial condition, its results of operations or prospects, including those set

out in Sections “Management’s discussion and analysis of financial condition and results of operations – 4. 2017

Financial objectives” and “Description of the Acquisition and of the SAG group – 2. Presentation of the

Acquisition - Synergies” of this Prospectus.

6.1 The Group may fail to realize the synergies and other benefits anticipated from the Acquisition

The success of the Acquisition will depend on the effective realization of the anticipated synergies and economies

of scale, as well as on the Group’s ability to maintain SAG’s development potential and to effectively integrate

SAG. The integration process relating to SAG involves inherent costs and uncertainties. The synergies and other

benefits that the Acquisition is expected to generate (including growth opportunities, cost savings, increased

revenues and profits) are particularly dependent on the quick and efficient coordination of the Group’s and SAG’s

activities (operations, technical and informational systems), as well as on the ability to maintain SAG’s customer

base and effectively capitalize on the expertise of the two groups in order to optimize development efforts.

Completion of the Acquisition has required, and the successful integration of SAG will continue to require, a

significant amount of management time and, thus, may impair management’s ability to run the business effectively

during the integration period.

Any difficulties, failures, material delays or unexpected costs of the integration process that might be encountered

in the integration of SAG could result in higher implementation costs and/or lower benefits or revenue than

anticipated, which could have a material adverse effect on the activities, results and financial condition of the

Group or on the Group’s ability to meet its objectives.

6.2 Completing the Acquisition is contingent on satisfying several conditions precedent, and a delay or

failure to meet them could have an adverse impact on the planned acquisition and the Group

Pursuant to the terms of the share purchase agreement, the Acquisition is contingent on fulfilling certain

conditions customary for this type of transaction, including the requirement to obtain the anti-trust clearance from

the European Commission, seller’s compliance with certain undertakings (in particular, the termination of certain

financing agreements and resignation of certain SAG board members), and seller’s compliance with certain

covenants customary for this type of transaction. The Group cannot be certain that all conditions precedent will be

satisfied, or that antitrust clearance will be obtained under conditions favorable to the Group or at all. The

competent authorities could require the sale of certain assets or activities. The absence of, delay in, or submission

to conditions or obligations that impede the satisfaction of any of the conditions precedent could result in a failure

23

to complete the Acquisition or adversely affect the Acquisition, and therefore have a material adverse effect on the

activities, results and financial condition of the Group or on the Group’s ability to meet its objectives.

Last, the Acquisition is expected to be consummated in accordance with the terms of the acquisition agreement

which may be amended at any time by the parties thereto. Any amendment made to the acquisition agreement may

make the Acquisition less attractive.

6.3 The Group may not be able to retain SAG’s key managers or employees following the Acquisition

Beyond the expected evolution of SAG’s human resources, including planned departures that were anticipated

independently of the Acquisition (such as moves or retirements), the Group may face difficulties in retaining some

of its own or SAG’s key employees due to uncertainties about or dissatisfaction with their new roles in the

integrated organization following the Acquisition. As part of the integration process, the Group will have to

address issues inherent to the management and integration of a greater number of employees with distinct

backgrounds, profiles, compensation structures and cultures, which could lead to disruption in its ability to run its

operations as intended and therefore adversely affect its ability to meet its objectives.

6.4 The Group’s due diligence in connection with the Acquisition may not have revealed all relevant

considerations or liabilities of SAG

The Group conducted due diligence on SAG in order to identify facts that it considered relevant to evaluate the

Acquisition, including the determination of the price the Group agreed to pay, and to formulate a business strategy.

However, the information provided to the Group and its advisors during the due diligence process may nonetheless

have been incomplete, inadequate or inaccurate. If the due diligence investigations failed to correctly identify

material issues and liabilities that may be present in SAG, or if the Group did not correctly evaluate the materiality

of some of the risks, the Group may be subject to significant, previously undisclosed liabilities of the acquired

business and/or subsequently incur impairment charges or other losses. If this were to occur, it could contribute to

lower operational performance than what was originally expected or result in additional difficulties with respect to

the integration plan, which could have a material adverse effect on the activities, results and financial condition of

the Group or on the Group’s ability to meet its objectives.

6.5 The Issuer does not currently control SAG and will not control SAG until completion of the

Acquisition

SAG is currently controlled by its existing shareholders. The Issuer will not obtain control of SAG until the

completion of the Acquisition. The Issuer cannot guarantee that the existing shareholders will operate the business

of SAG during the interim period in the same way that the Issuer would.

In addition, information relating to SAG, its activities, financial results and markets included in this Prospectus is

based on information provided by SAG in the course of the acquisition process. In particular, the financial

information related to SAG relating to the financial years ended December 31, 2015 and 2016 has been extracted

or is derived from the audited consolidated financial statements of SAG prepared by SAG only, in accordance with

International Financial Reporting Standards as adopted by the European Union, and audited by

PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.

6.6 The acquisition of SAG may trigger change of control clauses

SAG is a party to joint ventures, supply contracts and debt and other instruments that may contain change of

control clauses or similar provisions. Although under certain agreements the relevant counterparties of SAG have

consented to the change of control prior to the completion of the Acquisition, the completion of the Acquisition

and the consequent change of control of SAG may trigger or allegedly trigger such clauses, which may provide for

or permit the early termination of the relevant agreement(s), or result in other consequences that could have a

material adverse effect on the activities, results and financial condition of the Group or on the Group’s ability to

meet its objectives.

24

6.7 The Group has incurred and will incur substantial transaction costs in connection with the

Acquisition

The Group has incurred and will continue to incur significant transaction fees and other costs associated with the

Acquisition. These fees and costs include financing, financial advisory, legal and accounting fees and expenses.

Additional unanticipated costs may be incurred in the context of the Acquisition.

6.8 The unaudited pro forma consolidated financial information of the Group may not be indicative of

the results of the Group further to completion of the Acquisition.

This Prospectus contains unaudited pro forma consolidated financial information to reflect the Acquisition and the

related financing transactions as if they had occurred on January 1, 2016, prepared on the basis of the 2016 audited

consolidated financial statements provided by SAG. The unaudited pro forma consolidated financial information is

based on preliminary estimates and assumptions which the Group believes to be reasonable and is being furnished

solely for illustrative purposes. The estimates and assumptions used in the preparation of the unaudited pro forma

consolidated financial information in this prospectus may be materially different from the Group’s actual or future

results. Accordingly, the unaudited pro forma consolidated financial information included in this Prospectus does

not purport to indicate the results that would have actually been achieved had the transactions been completed on

the assumed date or for the periods presented, or which may be realized in the future, nor does the unaudited pro

forma consolidated financial information give effect to any events other than those discussed in the unaudited pro

forma consolidated financial information and related notes. As a result, investors should not place undue reliance

on the unaudited pro forma consolidated financial information presented in this Prospectus.

6.9 The completion of the Acquisition will increase the Group’s exposure to Germany and the energy

market.

Further to the completion of the Acquisition, the Group will significantly increase its capacities in the energy

infrastructure services and establish a leading position in Germany. During the financial year ended December 31,

2016, 18.0% of the Group production was generated out of Germany & Central Europe; on a pro forma basis

(including the SAG activities), 33% would have been generated out of Germany & Central Europe.

Although the Group believes that the Acquisition will enhance the Group’s position as a major pan-European

technical services provider, the Acquisition will lead to an increased exposure of the Group towards the German

market and the energy sector, which have experienced in the recent past significant changes. The deterioration of

current economic conditions in Germany or in the energy infrastructure services industry could therefore have a

material adverse effect on the activities, results and financial conditions of the Group or on its ability to meet its

objectives.

7. Risks relating to the Bonds

7.1 General risks relating to the Bonds

7.1.1 The Bonds may not be a suitable investment for all investors

Each potential investor in the Bonds must determine the suitability of that investment in light of its own

circumstances. In particular, each potential investor should:

(i) have sufficient knowledge and experience to make a meaningful evaluation of the Bonds, the merits and

risks of investing in the Bonds and the information contained or incorporated by reference in this

Prospectus or any applicable supplement;

(ii) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular

financial situation, an investment in the Bonds and the impact such investment will have on its overall

investment portfolio;

25

(iii) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Bonds,

including where the currency for principal or interest payments is different from the potential investor’s

currency;

(iv) understand thoroughly the terms of the Bonds and be familiar with the behaviour of any relevant indices

and financial markets; and

(v) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic,

interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

7.1.2 Modification

The Terms and Conditions of the Bonds contain provisions for calling meetings of Bondholders to consider

matters affecting their interests generally. These provisions permit defined majorities to bind all Bondholders

including Bondholders who did not attend and vote at the relevant meeting and Bondholders who voted in a

manner contrary to the majority. The meetings of Bondholders may deliberate on any proposal relating to the

modification of the Terms and Conditions of the Bonds including any proposal, whether for arbitration or

settlement, relating to rights in controversy or which were the subject of judicial decisions, as more fully described

in Condition 11 of the Terms and Conditions.

7.1.3 Change of law

The Terms and Conditions of the Bonds and the Guarantees are based on applicable law in effect as at the date of

this Prospectus. No assurance can be given as to the impact of any possible judicial decision or change in

applicable law or official application or interpretation of applicable law after the date of this Prospectus.

7.1.4 French insolvency law

Under French insolvency law holders of debt securities are automatically grouped into a single assembly of

holders (the “Assembly”) in order to defend their common interests if a safeguard procedure (procédure de

sauvegarde), accelerated safeguard procedure (procédure de sauvegarde accélérée), accelerated financial

safeguard procedure (procédure de sauvegarde financière accélérée) or a judicial reorganization procedure

(procédure de redressement judiciaire) is opened in France with respect to the Issuer. The Assembly comprises

holders of all debt securities issued by the Issuer regardless of their governing law. The Assembly deliberates on

the proposed safeguard plan (projet de plan de sauvegarde), the proposed accelerated safeguard plan (projet de

plan de sauvegarde accélérée), accelerated financial safeguard plan (projet du plan de sauvegarde financière

accélérée) or judicial reorganization plan (projet de plan de redressement) applicable to the Issuer and may further

agree to:

– increase the liabilities (charges) of holders of debt securities (including the Bondholders) by rescheduling due

payments and/or partially or totally writing off receivables in form of debt securities;

– establish an unequal treatment between holders of debt securities (including the Bondholders) as appropriate

under the circumstances; and/or

– decide to convert debt securities (including the Bonds) into securities that give or may give right to share

capital.

Decisions of the Assembly will be taken by a two-thirds majority (calculated as a proportion of the amount of debt

securities held by the holders who voted during such Assembly; notwithstanding any clause to the contrary and the

law governing the issuance agreement). No quorum is required for the Assembly to be validly held.

Stipulations relating to the representation of holders of the Bonds will not be applicable if they depart from any

imperative provisions of French insolvency law that may be applicable.

The procedures, as described above or as they may be amended, could have an adverse impact on holders of the

Bonds seeking repayment in the event that the Issuer or its subsidiaries were to become insolvent.

26

7.1.5 Credit Risk

Bondholders are exposed to the credit risk of the Issuer. Credit risk refers to the risk that the Issuer may be unable

to meet its financial obligations under the Bonds. If the creditworthiness of the Issuer deteriorates, the value of the

Bonds may also decrease and investors selling their Bonds prior to maturity may lose all or part of their

investment.

7.1.6 Market value of the Bonds

The market value of the Bonds will be affected by the creditworthiness of the Issuer and a number of additional

factors.

The value of the Bonds depends on a number of interrelated factors, including economic, financial and political

events in France or elsewhere, including factors affecting capital markets generally and the stock exchanges on

which such Bonds are traded. The price at which a holder of such Bonds will be able to sell such Bonds prior to

maturity may be at a discount, which could be substantial, from the issue price or the purchase price paid by such

purchaser.

7.1.7 Legal investment considerations may restrict certain investments

The investment activities of certain investors are subject to legal investment laws and regulations, or review or

regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and

to what extent (1) the Bonds are legal investments for it, (2) the Bonds can be used as collateral for various types

of borrowing and (3) other restrictions apply to its purchase, sale or pledge of any Bonds. Financial institutions

should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of the

Bonds under any applicable risk-based capital or similar rules.

7.2 Risks related to the market generally

7.2.1 The secondary market generally

An established trading market in the Bonds may never develop or if a secondary market does develop, it may be

illiquid. Although this Prospectus will be filed with the AMF as the Bonds are expected to be admitted to trading

on Euronext Paris, there is no assurance that such filings will be accepted, that the Bonds will be so admitted or

that an active market will develop. Therefore, investors may not be able to sell their Bonds in the secondary

market (in which case the market or trading price and liquidity may be adversely affected) or may not be able to

sell their Bonds at prices that will provide them with a yield comparable to similar investments that have a

developed secondary market.

7.2.2 Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Bonds in euro. This presents certain risks relating to currency

conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the

“Investor’s Currency”) other than euro. These include the risk that exchange rates may change significantly

(including changes due to devaluation of the euro or revaluation of the Investor’s Currency) and the risk that

authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An

appreciation in the value of the Investor’s Currency relative to the euro would decrease (i) the Investor’s Currency-

equivalent yield on the Bonds, (ii) the Investor’s Currency-equivalent value of the principal payable on the Bonds

and (iii) the Investor’s Currency-equivalent market value of the Bonds.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could

adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than

expected, or no interest or principal.

27

7.2.3 Interest rate risks

Investment in the Bonds involves the risk that subsequent changes in market interest rates may adversely affect the

value of the Bonds.

While the nominal interest rate of a fixed interest rate bond is fixed during the life of such a bond or during a

certain period of time, the current interest rate on the capital market (market interest rate) typically changes on a

daily basis. As the market interest rate changes, the price of such bond changes in the opposite direction. If the

market interest rate increases, the price of such bond typically falls, until the yield of such bond is approximately

equal to the market interest rate. If the market interest rate decreases, the price of a fixed rate bond typically

increases, until the yield of such bond is approximately equal to the market interest rate. Bondholders should be

aware that movements of the market interest rate can adversely affect the price of the Bonds and can lead to losses

for the Bondholders if they sell Bonds during the period in which the market interest rate exceeds the fixed rate of

the Bonds.

7.2.4 The transfer of the Bonds is restricted

The Bonds have not been and will not be registered under the Securities Act. Accordingly, the Bonds may not be

offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to,

the registration requirements of the Securities Act and all other applicable laws. These restrictions may limit the

ability of investors to resell the Bonds. It is the obligation of investors in the Bonds to ensure that all offers and

sales of the Bonds within the United States and any other countries comply with applicable securities laws. The

Issuer has not agreed to or otherwise undertaken to register the Bonds under the Securities Act, and does not have

any intention to do so. See Section “Subscription and Sale” of this Prospectus.

7.3 Risks relating to the particular structure of the Bonds

7.3.1 The Bonds may be redeemed prior to maturity

In the event that the Issuer would be obliged to increase the amounts payable in respect of any Bonds due to any

withholding or deduction for or on account of any present or future taxes, duties or assessments of whatever nature

imposed or levied by or on behalf of the Republic of France or any political subdivision thereof or any authority

therein or thereof having power to tax, the Issuer may, and in certain circumstances shall be required to, redeem

all, but not some only, of the outstanding Bonds in accordance with the Terms and Conditions of the Bonds.

In addition, the Issuer has the option to redeem all or any of the outstanding Bonds, as provided in Condition 7.4

(Redemption at the Option of the Issuer) of the Terms and Conditions of the Bonds. During the period when the

Issuer may elect to redeem the Bonds, the market value of the Bonds generally will not rise substantially above the

price at which they can be redeemed. This also may be true prior to any redemption period.

Furthermore, the Issuer may be unable to redeem the Bonds at the Maturity Date. The Issuer could also be

compelled to redeem the Bonds if an event of default or a Change of Control (as defined in Condition 7.6

(Redemption at the Option of the Bondholders (Change of Control)) of the Terms and Conditions of the Bonds)

were to occur. If the Bondholders, upon an event of default or a Change of Control, were to require from the Issuer

the redemption of their Bonds, the Issuer cannot guarantee that it will be able to pay the whole required amount.

The Issuer’s capacity to redeem the Bonds will in particular depend on its financial situation at the time of the

redemption and may be limited by any applicable legislation, by the conditions of its indebtedness and also by any

new financings in place at that date and which shall replace, add or modify the existing or future debt of the Issuer.

Furthermore, the Issuer’s failure to redeem the Bonds may result in an event of default pursuant to the terms and

conditions of another loan.

In addition, if (i) the Issuer publicly announces that it is no longer pursuing the consummation of the Acquisition

or (b) the Acquisition has not been completed on or prior to September 30, 2017, the Issuer shall redeem all (but

not some only) of the Bonds then outstanding (see Condition 7.5 (Redemption by the Issuer upon the occurrence

of a Special Mandatory Redemption Event) of the Terms and Conditions of the Bonds). There is no escrow

account for or security interest in the proceeds of Bonds for the benefit of Bondholders, and such Bondholders will

28

therefore be subject to the risk that the Issuer may be unable to finance the special mandatory redemption if it is

triggered. Whether or not the special mandatory redemption provision is ultimately triggered, it may adversely

affect trading prices for the Bonds prior to September 30, 2017. Bondholders will have no rights under the special

mandatory redemption provisions if the Acquisition is consummated on or prior to September 30, 2017 or if the

acquisition agreement is amended in a manner detrimental to the Bondholders.

In the event the Issuer redeems the Bonds as provided in Condition 7, an investor generally may not be able to

reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Bonds being

redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider

reinvestment risk in light of other investments available at that time.

7.3.2 Exercise of put option in respect of certain Bonds may affect the liquidity of the Bonds in respect of

which such put option is not exercised

Depending on the number of Bonds in respect of which the put option provided in Condition 7.6 (Redemption at

the Option of the Bondholders (Change of Control)) of the Terms and Conditions of the Bonds is exercised, any

trading market in respect of those Bonds in respect of which such put option is not exercised may become illiquid.

7.3.3 Purchases by the Issuer in the open market or otherwise (including by tender offer) in respect of

certain Bonds may affect the liquidity of the Bonds which have not been so purchased

Depending on the number of Bonds purchased by the Issuer as provided in Condition 7.7 (Purchases) of the Terms

and Conditions of the Bonds, any trading market in respect of those Bonds that have not been so purchased may

become illiquid.

7.3.4 Credit rating of the Bonds

The Bonds have been assigned a rating of BB by S&P and Ba3 by Moody’s. The rating assigned to the Bonds by

the rating agency is based on the Issuer’s financial situation, but takes into account other relevant structural

features of the transaction, including, inter alia, the terms of the Bonds, and reflects only the views of the rating

agency. The rating may not reflect the potential impact of all risks related to structure, market, additional factors

discussed in this paragraph, and other factors that may affect the value of the Bonds. The rating addresses the

likelihood of full and timely payment to the Bondholders of all payments of interest on each interest payment date

and repayment of principal on the final payment date. There is no assurance that any such rating will continue for

any period of time or that they will not be reviewed, revised, suspended or withdrawn entirely by the rating agency

as a result of changes in or unavailability of information or if, in the rating agency’s judgement, circumstances so

warrant. A credit rating and/or a corporate rating are not a recommendation to buy, sell or hold securities. Any

adverse change in an applicable credit rating could adversely affect the trading price for the Bonds.

7.3.5 Restrictive covenants

The Bonds do not restrict the Issuer from incurring additional debt. The Terms and Conditions of the Bonds

contain a negative pledge that prohibits the Issuer in certain circumstances from creating security over assets, but

only to the extent that such is used to secure other bonds or similar listed or quoted debt instruments, and there are

certain exceptions to the negative pledge. The Terms and Conditions of the Bonds do not contain any other

covenants restricting the operations of the Issuer, or its ability to distribute dividends or buy back shares.

7.3.6 Risks relating to the ability of the Guarantors to make payments due under the Guarantee

The Guarantors guarantee the due payment of all sums expressed to be due and payable under the Bonds, subject

to the conditions described in Section “Description of the Guarantees” of this Prospectus. As at December 31,

2015, the Original Guarantors represented a total contribution of €3,659,529 to the Group’s consolidated revenue

(i.e., 67.8%), a total contribution to the Group’s consolidated EBITDA of €288,124 (i.e., 74.0%), a total

contribution to the Group’s net debt of €654,933 and a total contribution to the Group’s total equity of €180,999.

In the event of implementation of the Guarantees, the Guarantors may not be in a position to pay all sums

expressed to be due under their respective Guarantees. The ability of the Guarantors to pay the due sums will

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depend on their financial position at the time of such payment and may be limited by applicable law (in particular

if the Guarantors are subject to insolvency proceedings), by the terms of their indebtedness and by the conditions

of new financings at that time which may replace, supplement or amend its present or future indebtedness.

7.3.7 The ranking of the Guarantees does not affect in any way the capacity of the Guarantors to dispose

of their assets or to grant any security over such assets

The Guarantees constitute direct, unconditional, unsubordinated and unsecured obligations of the Guarantors, and

rank and will rank pari passu and (subject to such exceptions as are from time to time mandatory under French

law or, in case of any Guarantor incorporated outside France, the laws of the jurisdiction where such Guarantor is

incorporated) equally and rateably with all other present or future unsubordinated and unsecured obligations of the

Guarantors. The ranking of the Guarantees does not affect in any way the right of the Guarantors to dispose,

subject to the provisions of Condition 4 (Negative Pledge) of the Terms and Conditions of the Bonds, of their

assets or grant any security in respect of such assets in any other circumstances (see Section “Description of the

Guarantees” below).

7.3.8 The Guarantees are subject to certain limitations on enforcement and may be limited by applicable

laws or subject to certain defences that may limit their validity and enforceability

The Guarantees are subject to the relevant Guarantees limitations described in Section “Description of the

Guarantees – 2. Guarantees Limitations” of this Prospectus. In particular, no French Guarantor is acting jointly

and severally with the other Guarantors and no French Guarantor shall therefore be considered as “co-débiteurs

solidaire” with the other Guarantors as to its obligations pursuant to the Guarantee. Furthermore, certain

Guarantees will, and the additional Guarantees might, be limited to the maximum amount that can be guaranteed

or secured by the relevant Guarantor without rendering the relevant Guarantee voidable or otherwise ineffective

under applicable law and enforcement of each Guarantee would be subject to certain generally available defenses.

In particular, the Guarantees of each of the French Guarantors are limited to an amount equal to the aggregate of

all amounts on-lent directly or indirectly to that French Guarantor and/or its Subsidiaries. These laws and defenses

include those that relate to corporate benefit, fraudulent transfer or conveyance, voidable preference, financial

assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of

creditors generally. Such limitations may adversely affect the validity and enforceability of the Guarantees granted

in respect of the Bonds.

In addition, the Issuer is incorporated under the laws of France and certain of the Guarantors are incorporated or

organized under the laws of various other jurisdictions. The multijurisdictional nature of enforcement over the

Guarantees may limit the realizable value of the Guarantees.

7.3.9 The Guarantees may be released under certain circumstances

Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities

Agreement (as defined in Condition 2 (Guarantees) of the Terms and Conditions of the Bonds), the Guarantee

provided by such Guarantor will be automatically and unconditionally released and discharged. In accordance with

the terms of the Senior Credit Facilities Agreement, a guarantor may be released and discharged of its guarantee

obligations under the Senior Credit Facilities Agreement provided that the remaining guarantors under the Senior

Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least 65 per cent. of the Group’s

EBITDA (calculated on an unconsolidated basis and excluding all intra-group items and investments in

Subsidiaries of any member of the Group) as at the date that the annual financial statements for each financial year

are released. In the event of a release of all guarantee obligations of the Guarantors under the Senior Credit

Facilities Agreement, the Bondholders would become unguaranteed.

7.3.10 Structural subordination due to holding company status

The Issuer and some of the Guarantors are holding companies. Investors will not have any direct claims on the

cash flows or the assets of the Issuer’s or such Guarantors’ subsidiaries and such subsidiaries have no obligation,

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contingent or otherwise, to pay amounts due under the Bonds or to make funds available to the Issuer or the

relevant Guarantor for these payments.

Claims of the creditors of the Issuer’s or such Guarantors’ subsidiaries have priority as to the assets of such

subsidiaries over the claims of the Bondholders. Consequently, Bondholders are in effect structurally subordinated

on insolvency to the prior claims of the creditors of the Issuer’s or the relevant Guarantor’s subsidiaries.

7.4 Risks relating to taxation

7.4.1 Taxation

Potential purchasers and sellers of the Bonds should be aware that they may be required to pay taxes or other

documentary charges or duties in accordance with the laws and practices of the country where the Bonds are

transferred or other jurisdictions. Potential investors are advised not to rely upon the tax summaries contained in

this Prospectus but to ask for their own tax adviser’s advice on their individual taxation with respect to the

acquisition, holding, sale and redemption of the Bonds. Only these advisers are in a position to duly consider the

specific situation of the potential investor. This investment consideration has to be read in conjunction with the

taxation sections of this Prospectus.

7.4.2 The proposed financial transactions tax (FTT)

On February 14, 2013, the European Commission published a proposal (the “Commission’s Proposal”) for a

Directive for a common FTT in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal,

Slovenia and Slovakia (the “participating Member States”). However, Estonia has since stated that it will not

participate.

The Commission’s Proposal has very broad scope and could, if introduced, apply to certain dealings in the Bonds

(including secondary market transactions) in certain circumstances. The issuance and subscription of Bonds

should, however, be exempt.

Under the Commission’s Proposal the FTT could apply in certain circumstances to persons both within and

outside of the participating Member States. Generally, it would apply to certain dealings in the Bonds where at

least one party is a financial institution, and at least one party is established in a participating Member State. A

financial institution may be, or be deemed to be, “established” in a participating Member State in a broad range of

circumstances, including where the financial instrument which is subject to the dealings is issued in a participating

Member State.

The FTT proposal remains subject to negotiation between the participating Member States. It may therefore be

altered prior to any implementation, the timing of which remains unclear.

Additional EU Member States may decide to participate. Prospective holders of the Bonds are advised to seek

their own professional advice in relation to the FTT.

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TERMS AND CONDITIONS OF THE BONDS

The terms and conditions of the Bonds (the “Conditions”) will be as follows:

The issuance of the €600,000,000 3.125 per cent. Bonds due 2024 (the “Bonds”) of SPIE SA (the “Issuer”) has

been authorised pursuant to a resolution of its Conseil d’administration (Board of Directors) adopted on March 9,

2017 and a decision of its Président - Directeur Général dated March 15, 2017. The Guarantees (as defined

below) were authorized by the relevant corporate bodies of the Original Guarantors (as defined below) on March

20, 2017 in respect of each of the French Guarantors, on March 17, 2017 in respect of SPIE GmbH and SPIE

Holding GmbH, on March 13, 2017 in respect of SPIE Limited and SPIE UK Limited and on March 8, 2017 in

respect of SPIE Nederland B.V. and Infrastructure Services & Projects B.V.. The Issuer entered into an Agency

Agreement dated March 20, 2017 (such agreement as amended and/or supplemented and/or restated from time to

time, the “Agency Agreement”) with Société Générale as fiscal agent and paying agent (the “Fiscal Agent”, the

“Paying Agent” and, together with any other paying agents appointed from time to time, the “Paying Agents”,

which term shall include successors) and as calculation agent (the “Calculation Agent”, which term shall include

successors).

1. Form, Denomination and Title

1.1 Form and Denomination

The Bonds are issued on March 22, 2017 (the “Issue Date”) in dematerialised bearer form in the denomination of

€100,000 each. Title to the Bonds will be evidenced in accordance with Articles L.211-3 and R.211-1 of the

French Code monétaire et financier by book-entries (inscription en compte). No physical document of title

(including certificats représentatifs pursuant to Article R.211-7 of the French Code monétaire et financier) will be

issued in respect of the Bonds.

The Bonds will, upon issue, be inscribed in the books of Euroclear France, which shall credit the accounts of the

Account Holders. For the purpose of these Conditions, “Account Holders” shall mean any intermediary

institution entitled to hold accounts, directly or indirectly, with Euroclear France, and includes Euroclear Bank

S.A./N.V. (“Euroclear”) and the depositary bank for Clearstream Banking S.A. (“Clearstream”).

1.2 Title

Title to the Bonds shall be evidenced by entries in the books of Account Holders and will pass upon, and transfer

of Bonds may only be effected through, registration of the transfer in such books.

2. Guarantees

Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-

Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE

Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (each, an “Original

Guarantor” and together, the “Original Guarantors”), which are guarantors under the senior facilities agreement

signed by the Issuer on May 15, 2015 (as amended, supplemented, novated or restated from time to time, the

“Senior Credit Facilities Agreement”), have guaranteed the due payment of all sums expressed to be due and

payable by the Issuer or the Guarantors under the Conditions, subject to the relevant Guarantees limitations set out

in Section “Description of the Guarantees” below.

The obligations of the Original Guarantors in this respect arise pursuant to the guarantees executed by the Original

Guarantors dated March 20, 2017 (the “Guarantees”), a description of which appears under Section “Description

of the Guarantees” below.

Subsequent to the Issue Date, if any Subsidiary becomes a guarantor in respect of any obligations under the Senior

Credit Facilities Agreement, then the Issuer shall promptly notify the Representative of the Masse in writing, or, in

the event no Representative is acting at that time, give notice to the Bondholders in accordance with Condition 12,

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and procure that within 30 Business Days of such notification any such Subsidiary (in such capacity, each such

Subsidiary being an “Additional Guarantor” and together with the Original Guarantors, the “Guarantors”)

shall, execute and deliver a guarantee, pursuant to which, subject to applicable laws and relevant limitations, it

guarantees the due payment of all sums expressed to be due and payable by the Issuer or the Guarantors under the

Conditions.

The Representative of the Masse will accept any Guarantees granted subsequently to the Issue Date in accordance

with the provisions of Article L.228-81 of the French Code de commerce.

Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities

Agreement, the Guarantee provided by such Guarantor will be automatically and unconditionally released and

discharged.

In accordance with the terms of the Senior Credit Facilities Agreement, a guarantor may be released and

discharged of its guarantee obligations under the Senior Credit Facilities Agreement provided that the remaining

guarantors under the Senior Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least

65 per cent. of the Group’s EBITDA (calculated on an unconsolidated basis and excluding all intra-group items

and investments in Subsidiaries of any member of the Group) as at the date that the annual financial statements for

each financial year are released.

The Issuer shall promptly notify the Representative of the Masse of the release of any of the Guarantors in writing,

or, in the event no Representative is acting at that time, give notice to the Bondholders in accordance with

Condition 12.

3. Status

3.1 Status of the Bonds

The obligations of the Issuer in respect of the Bonds and any interest payable under the Bonds constitute direct,

general, unconditional, unsubordinated and (subject to the provisions of Condition 4.1) unsecured obligations of

the Issuer and rank and will rank pari passu, without any preference among themselves and, subject to such

exceptions as are from time to time mandatory under French law, with all other present and future unsubordinated

and unsecured obligations of the Issuer.

3.2 Status of the Guarantee

The obligations of the Guarantors under the Guarantee, if any, constitute direct, general, unconditional,

unsubordinated and (subject to the provisions of Condition 4.2) unsecured obligations of the Guarantors and rank

and will rank pari passu, without any preference among themselves and, subject to such exceptions as are from

time to time mandatory under French law or, in case of any Guarantor incorporated outside France, the laws of the

jurisdiction where such Guarantor is incorporated, with all other present and future unsubordinated and unsecured

obligations of the Guarantors.

The rights under any Guarantee granted by a Guarantor incorporated in The Netherlands (i) form an integral part

of the Bonds, (ii) are of interest to a Bondholder only if, to the extent that, and for as long as, it holds a Bond and

(iii) can only be transferred together with all other rights under the relevant Bond.

4. Negative Pledge

4.1 Issuer

So long as any of the Bonds remain outstanding (as defined below), the Issuer will not create or permit to subsist

any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a

sûreté réelle or its equivalent under any applicable legislation upon all or part of its business (fonds de commerce),

assets or revenues, present or future, to secure any Bond Indebtedness (as defined below), unless the obligations of

the Issuer under the Bonds are equally and rateably secured or guaranteed therewith so as to rank pari passu with

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such Bond Indebtedness. Such undertakings are given only in relation to security interests given for the benefit of

other bondholders and do not affect in any way the right of the Issuer to dispose of its assets or to grant any

security in respect of such assets in any other circumstances.

4.2 Guarantor

Until all payments due under the Guarantees have been paid or the relevant Guarantor is released from its

guarantee obligation under the Senior Credit Facilities Agreement, a Guarantor will not create or permit to subsist

any mortgage, charge, pledge, lien or other form of encumbrance or security interest which would constitute a

sûreté réelle or its equivalent under any applicable legislation upon all or part of its business (fonds de commerce),

assets or revenues, present or future, to secure any Bond Indebtedness (as defined below), without granting the

same ranking security to the Bonds. Such undertakings are given only in relation to security interests given for the

benefit of other bondholders for Bond Indebtedness and do not affect in any way the right of the Guarantor to

dispose of its assets or to grant any security in respect of such assets in any other circumstances.

4.3 Definitions

“Bond Indebtedness” means any other present or future indebtedness for borrowed money in the form of, or

represented by, bonds (obligations) or other securities (including titres de créance négociables) which are for the

time being listed and/or admitted to trading on any stock exchange.

“outstanding” means all the Bonds issued other than (a) those that have been redeemed in accordance with the

Conditions, (b) those in respect of which the date for redemption in accordance with the Conditions has occurred

and the redemption moneys (including all interest accrued on such Bonds to the date for such redemption and any

interest payable after such date) have been duly paid as provided in Condition 6, (c) those in respect of which

claims have become prescribed under Condition 9, and (d) those which have been purchased by the Issuer and that

are held or have been cancelled as provided in the Conditions.

5. Interest

5.1 Interest Payment Dates

The Bonds bear interest from and including the Issue Date. The Bonds bear interest on their outstanding principal

amount from time to time at the rate of 3.125 per cent. per annum, payable annually in arrears on March 22 in each

year (each, an “Interest Payment Date”) commencing on March 22, 2018.

The amount of interest payable in respect of each Bond on each Interest Payment Date shall be €3,125.

5.2 Interest Accrual

Each Bond will cease to bear interest from and including the due date for redemption unless the Issuer defaults in

making due provision for their redemption on said date. In such event, the Bonds will continue to bear interest in

accordance with this Condition (both before and after judgment, as the case may be) until the calendar day

(included) on which all sums in respect of such Bonds up to that calendar day are received by or on behalf of the

relevant holder.

5.3 Calculation of Broken Interest

When interest is required to be calculated in respect of a period of less than a full year, it shall be calculated on an

Actual/Actual (ICMA) basis for each period, that is to say the actual number of calendar days elapsed during the

relevant period divided by 365 (or by 366 if a February 29 is included in such period), the result being rounded to

the nearest cent (half a cent being rounded upwards).

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6. Payments

6.1 Method of Payment

Payments of principal and interest in respect of the Bonds will be made in euro by credit or transfer to a euro

account (or any other account to which euro may be credited or transferred) specified by the payee in a city in

which banks have access to the TARGET System. “TARGET System” means the Trans European Automated

Real Time Gross Settlement Express Transfer (known as TARGET2) system or any successor thereto.

Such payments shall be made for the benefit of the holders of Bonds (the “Bondholders”) to the Account Holders

and all payments validly made to such Account Holders in favour of the Bondholders will be an effective

discharge of the Issuer and the Paying Agents, as the case may be, in respect of such payments.

Payments of principal and interest on the Bonds will, in all cases, be subject to any fiscal or other laws and

regulations applicable thereto in the place of payment, but without prejudice to the provisions of Condition 8.

6.2 Payment only on a Business Day

If any due date for payment of principal or interest in respect of any Bond is not a Business Day (as defined

below), then the Bondholder thereof shall not be entitled to payment of the amount due until the next following

calendar day which is a Business Day and the Bondholder shall not be entitled to any interest or other sums in

respect of such postponed payment.

In these Conditions:

“Business Day” means, any calendar day, not being a Saturday or a Sunday on which the TARGET System is

operating.

6.3 Initial Paying Agent and Calculation Agent

The name of the initial Paying Agent and Calculation Agent and its initial specified office is set out below:

Société Générale

Service aux Emetteurs

32, rue du Champ de Tir

CS 30812

44308 Nantes Cedex 3

France

The Issuer reserves the right at any time to vary or terminate the appointment of a Paying Agent or the Calculation

Agent and to appoint additional or other Paying Agents or a successor Calculation Agent provided that it will at all

times maintain a Fiscal Agent and a Calculation Agent.

Notice of any termination or appointment and of any changes in specified offices shall be given to the

Bondholders promptly by or on behalf of the Issuer in accordance with Condition 12.

7. Redemption and Purchase

7.1 Redemption at Maturity

Unless previously redeemed or purchased and cancelled as provided below, the Issuer will redeem the Bonds at

their principal amount on March 22, 2024 (the “Maturity Date”).

7.2 Redemption for Taxation Reasons

If, as a result of any change in, or amendment to, the laws or regulations of the Republic of France or any political

sub-division or any authority thereof or therein having power to tax, or any change in the application or official

interpretation of such laws or regulations, which change or amendment becomes effective after the Issue Date, the

35

Issuer would, on the next Interest Payment Date, be required to pay Additional Amounts (as defined, and as

provided or referred to in Condition 8(2)), and the requirement cannot be avoided by the Issuer, taking reasonable

measures available to it, the Issuer may at its option, at any time, having given not less than 30 nor more than 60

calendar days’ notice to the Bondholders in accordance with Condition 12 (which notice shall be irrevocable),

redeem all outstanding Bonds, but not some only, at any time at their principal amount together with interest

accrued to but excluding the date fixed for redemption, provided that the due date for the redemption of which

notice hereunder shall be given shall be no earlier than the latest practicable date on which the Issuer could make

payment of the full amount payable in respect of the Bonds or, if such date is past, as soon as practicable

thereafter.

7.3 Special Tax Redemption

If the Issuer would on the next Interest Payment Date be prohibited by any law or regulation of the Republic of

France from making the payment of the Additional Amounts as provided or referred to in Condition 8(2), the

Issuer shall, in lieu of making any such payments, at any time, having given not less than 7 calendar days’ notice

to the Bondholders in accordance with Condition 12, redeem all outstanding Bonds, but not some only, at their

principal amount together with interest accrued to but excluding the date fixed for redemption, provided that the

due date for the redemption of which notice hereunder shall be given shall be no earlier than the latest practicable

date on which the Issuer could make payment of the full amount payable in respect of the Bonds or, if such date is

past, as soon as practicable thereafter.

7.4 Redemption at the Option of the Issuer

7.4.1 Pre-Maturity Call Option

The Issuer may, at its option, at any time or from time to time, as from the date which shall be no earlier than 6

months before the Maturity Date, such date being September 22, 2023, to but excluding the Maturity Date, having

given not less than 15 or more than 30 calendar days’ notice to the Bondholders in accordance with Condition 12

(which notice shall be irrevocable), redeem the outstanding Bonds, in whole or in part, at their principal amount

plus any interest accrued to, but excluding, the date fixed for redemption.

7.4.2 Make Whole Redemption by the Issuer

The Issuer may, at its option, at any time or from time to time, prior to September 22, 2023 (the “Optional Make

Whole Redemption Date”), having given not less than 30 or more than 60 calendar days’ notice to the

Bondholders in accordance with Condition 12 (which notice shall be irrevocable), redeem the outstanding Bonds,

in whole or in part, at their Optional Redemption Amount (as defined below).

The Optional Redemption Amount will be calculated by the Calculation Agent and will be an amount in Euro

rounded to the nearest cent (half a cent being rounded upwards) being the greater of (x) 100 per cent. of the

outstanding principal amount of each Bond so redeemed and (y) the sum of the then present values on the relevant

Optional Make Whole Redemption Date of (i) the outstanding principal amount of each Bond and (ii) the

remaining scheduled payments of interest on such Bond for the remaining term of such Bond (determined on the

basis of the interest rate applicable to such Bond (excluding any interest accruing on such Bond from and

including the Issue Date or, as the case may be, the scheduled Interest Payment Date immediately preceding such

Optional Make Whole Redemption Date to, but excluding, such Optional Make Whole Redemption Date)),

discounted from the Maturity Date to such Optional Make Whole Redemption Date on an annual basis at the Early

Redemption Rate (as defined below) plus an Early Redemption Margin (as defined below), plus in each case (x) or

(y) above, any interest accrued on the Bonds to, but excluding the Optional Make Whole Redemption Date.

The determination of any rate or amount, the obtaining of each quotation and the making of each determination or

calculation by the Calculation Agent shall (in the absence of manifest error) be final and binding upon all parties.

The Calculation Agent shall act as an independent expert and not as agent for the Issuer or the Bondholders.

“Early Redemption Margin” means 0.50 per cent. per annum.

36

“Early Redemption Rate” means the average of the three quotations given by the Reference Dealers of the mid-

market annual yield to maturity of the Reference Benchmark Security on the fourth business day in Paris

preceding the relevant Optional Make Whole Redemption Date at 11.00 a.m. (Central European time (CET)).

If the Reference Benchmark Security is no longer outstanding, a Similar Security will be chosen by the

Calculation Agent after prior consultation with the Issuer if practicable under the circumstances, at 11.00 a.m.

(Central European time (CET)) on the fourth business day in Paris preceding the Optional Make Whole

Redemption Date, quoted in writing by the Calculation Agent to the Issuer.

“Reference Benchmark Security” means the German government bond (bearing interest at a rate of 1.75 per

cent. per annum and maturing in February 2024 with ISIN DE0001102333).

“Reference Dealers” means each of the three banks selected by the Calculation Agent which are primary

European government security dealers, and their respective successors, or market makers in pricing corporate bond

issues.

“Similar Security” means a reference bond or reference bonds issued by the German government having an

actual or interpolated maturity comparable with the remaining term of the Bonds that would be utilised, at the time

of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities

of comparable maturity to the remaining term of the Bonds.

7.5 Redemption by the Issuer upon the occurrence of a Special Mandatory Redemption Event

Upon the occurrence of a Special Mandatory Redemption Event, the Issuer shall redeem all (but not some only) of

the Bonds then outstanding at the Special Mandatory Redemption Event Price (such redemption, the “Special

Mandatory Redemption”).

In the event that the Issuer becomes obligated to redeem the Bonds pursuant to the Special Mandatory

Redemption, the Issuer will promptly, and in any event not more than 15 Business Days after the occurrence of a

Special Mandatory Redemption Event, notify the Bondholders in accordance with Condition 12 of the Special

Mandatory Redemption and the date upon which the Bonds will be redeemed (the "Special Mandatory

Redemption Date"), which date shall be no later than the third Business Day following the date of such notice.

Unless the Issuer defaults in payment of the Special Mandatory Redemption Event Price, on and after such Special

Mandatory Redemption Date, interest will cease to accrue on the Bonds to be redeemed.

Notwithstanding the foregoing, installments of interest on the Bonds that are due and payable on interest payment

dates falling on or prior to the Special Mandatory Redemption Date will be payable on such interest payment dates

to the registered holders as of the close of business on the relevant record dates in accordance with the Bonds.

For purposes of this Condition:

"Acquisition" means the acquisition of SAG GmbH, a company incorporated under the laws of Germany which is

registered with the Hessen District Court Offenbach Am Main with registered number HRB 42466 and having its

registered office located at Pittlerstr. 44, 63225 Langen, Germany, by the Issuer or any direct or indirect subsidiary

of the Issuer pursuant to the Acquisition Agreement.

"Acquisition Agreement" means the agreement dated as of December 23, 2016, by and among Kerstin S.à.r.l.,

Tolkien Holding Guernsey limited and the Issuer, as amended, supplemented, restated or otherwise modified from

time to time.

"Acquisition Long Stop Date" means September 30, 2017.

"Special Mandatory Redemption Event" means:

(a) the Issuer publicly announces that it is no longer pursuing the consummation of the Acquisition; or

37

(b) completion of the Acquisition not occurring on or prior to the Acquisition Long Stop Date (in which case

the Special Mandatory Redemption Event will be deemed to have occurred on the Acquisition Long Stop

Date).

"Special Mandatory Redemption Event Price" means 100% of the principal amount of the Bonds plus any

interest accrued on such Bonds (if any) to, but excluding, the date set for redemption.

7.6 Redemption at the Option of the Bondholders (Change of Control)

In the event of a Change of Control (as defined below), each Bondholder will have the option (the “Put Option”)

to require the Issuer to redeem or, at the Issuer’s option, purchase all of the Bonds held by such Bondholder on the

Optional Redemption Date (as defined below) at its principal amount together with interest accrued to but

excluding the Optional Redemption Date.

In the event of a Change of Control, the Issuer shall inform the Bondholders by means of a notice published in

accordance with Condition 12 (the “Put Event Notice”), promptly after the effective date of such Change of

Control. The Put Event Notice shall include information to the Bondholders regarding the procedure for exercising

the Put Option, and shall indicate:

(a) the scheduled date for the early redemption of the Bonds (the “Optional Redemption Date”), which shall

fall between the 25th and 30th Business Days following the date of the Put Event Notice;

(b) the redemption amount; and

(c) the period of at least 15 Business Days from the date of the Put Event Notice, during which a Bondholder

must transfer (or cause to be transferred by its Account Holder) its Bonds to be so redeemed or purchased

to the account of the Paying Agent (details of which are specified in the Put Event Notice) for the account

of the Issuer together with a duly signed and completed notice of exercise in the then current form

obtainable from the specified office of the Paying Agent (a “Put Option Notice”) and in which the holder

may specify an account denominated in euro to which payment is to be made. The Put Option Notice

once given shall be irrevocable.

The Put Option Notice shall be received by the Paying Agent no later than five Business Days prior to the

Optional Redemption Date.

The Put Option Notice shall be deemed to be dated on the Business Day on which the last of the two conditions (a)

and (b) below is satisfied, if satisfied at or prior to 5:00 p.m. (Central European time (CET)) or the following

Business Day if such satisfaction occurs after 5:00 p.m. (Central European time (CET)).

(a) the receipt by the Paying Agent of the Put Option Notice sent by the relevant Account Holder in the

books of which the Bonds are held in a securities account;

(b) the transfer of the Bonds to the Paying Agent by the relevant Account Holder.

In this Condition:

“Change of Control" means the acquisition of Control of the Issuer by one or several individual(s) or legal entity

or entities, acting alone or in concert, it being specified that, for the purpose of this definition, “Control” means

holding (directly or indirectly, through the intermediary of companies themselves controlled by the relevant

individual(s) or entities) the majority of the voting rights attached to the shares of the Issuer.

For the purpose of this definition, “acting in concert” has the meaning given to it in article L.233-10 of the French

Code de commerce.

7.7 Purchases

The Issuer, or any of its Subsidiaries (as defined in Condition 10), may at any time purchase Bonds for cash

consideration or otherwise (including, without limitation, by means of exchange) in the open market or otherwise,

38

at any price and on any conditions, subject to compliance with any applicable laws. Bonds so purchased by the

Issuer may be held and resold in accordance with applicable laws for the purpose of enhancing the liquidity of the

Bonds or any other lawful purpose or in any other lawful manner.

7.8 Cancellations

All Bonds which are redeemed will forthwith be cancelled and accordingly may not be reissued or resold.

Bonds that are purchased for cancellation by or on behalf of the Issuer will forthwith be cancelled – in which case

they may not be reissued or resold – or may be held and resold in accordance with applicable laws.

8. Taxation

8.1 Payment without Withholding

All payments of principal, interest and/or other revenues by or on behalf of the Issuer in respect of the Bonds shall

be made free and clear of, and without withholding or deduction for, any taxes, duties or assessments of whatever

nature imposed or levied by or on behalf of the Republic of France or any authority therein or thereof having

power to tax (“Taxes”), unless such withholding or deduction is required by law.

8.2 Additional Amounts

If French law should require that any payments of principal, interest and/or other revenues in respect of the Bonds

by the Issuer and/or payments under the Guarantees be subject to withholding or deduction for or on account of

any present or future Taxes, the Issuer shall pay such additional amounts (“Additional Amounts”) as shall be

necessary in order that the net amounts received by the holders of the Bonds after such withholding or deduction

shall equal the respective amounts of principal, interest and other revenues which would otherwise have been

receivable in respect of the Bonds in the absence of such withholding or deduction; except that no such Additional

Amounts shall be payable with respect to any Bond to, or to a third party on behalf of, a holder who is liable for

such Taxes in respect of such Bond by reason of his having some connection with the Republic of France other

than the mere holding of such Bond.

8.3 Interpretation

Any reference in these Conditions to any amounts in respect of the Bonds shall be deemed also to refer to any

Additional Amounts which may be payable under this Condition.

9. Prescription

Claims against the Issuer for the payment of principal and interest in respect of the Bonds shall become prescribed

ten years (in the case of principal) and five years (in the case of interest) from the Relevant Date (as defined

below).

In these Conditions “Relevant Date” means the date on which the payment first becomes due but, if the full

amount of the money payable has not been received by the Paying Agent on or before the due date, it means the

date on which, the full amount of the money having been so received, notice to that effect shall have been duly

given to the Bondholders by the Issuer in accordance with Condition 12.

10. Events of Default

The Representative of the Masse (as defined in Condition 11), acting upon request of any Bondholder shall, upon

written notice delivered to the Issuer, copied to the Paying Agent, cause all, but not some only, of the outstanding

Bonds to be become immediately due and payable at their principal amount together with interest accrued to but

excluding the date fixed for early redemption (such date being the date on which such notice for payment is

received by the Paying Agent), if any of the following events shall have occurred and be continuing:

39

(a) in the event of default by the Issuer in the payment of principal and interest on any of the Bonds and such

default shall not have been cured within fifteen (15) Business Days thereafter;

(b) in the event of default by the Issuer in the due performance of any provision of the Bonds and such

default shall not have been cured within thirty (30) Business Days after receipt by the Paying Agent of

written notice of such default given by the Representative of the Masse;

(c) any other present or future indebtedness of the Issuer or any of the Material Subsidiaries (as defined

below) for borrowed monies in excess of €50,000,000 (or its equivalent in any other currency), whether

individually or in the aggregate, becomes, following, where applicable, the expiry of any originally

applicable grace period, due and payable (exigible) prior to its stated maturity as a result of a default

thereunder, or any such indebtedness shall not be paid when due or, as the case may be, within any

originally applicable grace period therefor, or any guarantee or indemnity given by the Issuer or any of

the Material Subsidiaries for, or in respect of, any such indebtedness of others shall not be honoured when

due and called upon unless the Issuer or such Material Subsidiary, as the case may be, has disputed in

good faith that such borrowed money is due or such guarantee or indemnity is callable, and such dispute

has been submitted to a competent court in which case such event shall not constitute an event of default

hereunder so long as the dispute has not been finally adjudicated;

(d) a judgement is issued for the judicial liquidation (liquidation judiciaire) or for a transfer of the whole of

the business (cession totale de l’entreprise) or substantially the whole of the business of the Issuer or any

of the Material Subsidiaries or, to the extent permitted by law, the Issuer or any of the Material

Subsidiaries is subject to any other insolvency or bankruptcy proceedings under any applicable laws or

the Issuer or any of the Material Subsidiaries makes any conveyance, assignment or other arrangement for

the benefit of its creditors or enters into a composition with its creditors; or

(e) if the Issuer or a Guarantor is wound up or dissolved or ceases to carry on all or substantially all of its

business except in connection with a merger, consolidation, amalgamation or other form of reorganization

pursuant to which the surviving entity shall be the transferee of or successor to all or substantially all of

the business of the Issuer or such Guarantor and assumes all of the obligations of the Issuer or such

Guarantor with respect to the Bonds.

For the purposes of these Conditions:

“Group” shall mean the Issuer and its Subsidiaries for the time being.

“Material Subsidiary” means a member of the Group which:

(a) holds shares in a person referred to in (b) below; or

(b) has earnings before interest, tax, depreciation and amortization calculated on the same basis as EBITDA

(for the avoidance of doubt, calculated on an unconsolidated basis and excluding intra-Group items)

representing 7.5% or more of EBITDA of the Group, calculated on a consolidated basis.

“Subsidiary” means any corporate body or entity within the meaning of Article L.233-1 of the French Code

de commerce.

11. Representation of the Bondholders

The Bondholders will be grouped automatically for the defence of their common interests in a masse (hereinafter

referred to as the “Masse”).

The Masse will be governed by the provisions of the French Code de commerce with the exception of Articles

L.228-48, L.228-59, R.228-67, R.228-69 and R.228-72 thereof, and by the conditions set out below, provided that

notices calling a general meeting of the Bondholders (a “General Meeting”) and the resolutions passed at any

40

General Meeting and any other decision to be published pursuant to French legal and regulatory provisions will be

published only as provided under Condition 12 below:

(a) Legal Personality: The Masse will be a separate legal entity, by virtue of Article L.228-46 of the French

Code de commerce acting in part through a representative (the “Representative” or the “Representative

of the Masse”) and in part through a General Meeting.

(b) The Masse alone, to the exclusion of all individual Bondholders, shall exercise the common rights,

actions and benefits which now or in the future may accrue with respect to the Bonds.

(c) Representative: The office of Representative may be conferred on a person of any nationality. However,

the following persons may not be chosen as Representative:

- the Issuer, the members of its Board of Directors (Conseil d’administration), its general managers

(directeurs généraux), its statutory auditors, or its employees as well as their ascendants, descendants

and spouse; or

- companies guaranteeing all or part of the obligations of the Issuer, their respective managers

(gérants), general managers (directeurs généraux), members of their Board of Directors (Conseil

d’administration), Executive Board (Directoire) or Supervisory Board (Conseil de surveillance),

their statutory auditors, or employees as well as their ascendants, descendants and spouse; or

- companies holding 10 per cent. or more of the share capital of the Issuer or companies having 10 per

cent. or more of their share capital held by the Issuer; or

- persons to whom the practice of banker is forbidden or who have been deprived of the right of

directing, administering or managing an enterprise in whatever capacity.

The following person is designated as Representative:

DIIS GROUP

12, rue Vivienne

75002 Paris

Email address: rmo@diisgroup.com

The Representative’s remuneration for its services in connection with the Bonds is Euro 500 (VAT excluded) per

year, payable on each Interest Payment Date and for the first time on the Issue Date.

In the event of death, liquidation, incompatibility, resignation or revocation of the Representative, a replacement

will be elected by the General Meeting.

All interested parties will at all times have the right to obtain the name and address of the Representative at the

primary business office of the Issuer and at the offices of the Paying Agent.

(d) Powers of the Representative: The Representative shall (in the absence of any decision to the contrary

of the General Meeting) have the power to take all acts of management necessary in order to defend the

common interests of the Bondholders.

All legal proceedings against the Bondholders or initiated by them, must be brought by or against the

Representative.

The Representative may not interfere in the management of the affairs of the Issuer.

(e) General Meeting: A General Meeting may be held at any time, on convocation either by the Issuer or by

the Representative. One or more Bondholders, holding together at least one-thirtieth of the principal

amount of the Bonds outstanding, may address to the Issuer and the Representative a demand for

convocation of the General Meeting, together with the proposed agenda for such General Meeting. If such

41

General Meeting has not been convened within two months after such demand, the Bondholders may

commission one of their members to petition a competent court in Paris to appoint an agent (mandataire)

who will call the General Meeting.

Notice of the date, hour, place, agenda and quorum requirements of any meeting of a General Meeting

shall be published as provided under the French Code de commerce and on the website of the Issuer

(www.spie.com).

Each Bondholder has the right to participate in a General Meeting in person, by proxy, correspondence,

or, if the statuts of the Issuer so specify, videoconference or any other means of telecommunications

allowing the identification of the participating Bondholders. Each Bond carries the right to one vote.

In accordance with Article R.228-71 of the French Code de commerce which shall apply, the right of each

Bondholder to participate in General Meetings will be evidenced by the entries in the books of the

relevant Account Holder of the name of such Bondholder as of 0:00, Paris time, on the second (2nd

)

business day in Paris preceding the date set for the meeting of the relevant General Meeting.

(f) Powers of the General Meetings: The General Meeting is empowered to deliberate on the dismissal and

replacement of the Representative and also may act with respect to any other matter that relates to the

common rights, actions and benefits of the Bondholders which now or in the future may accrue, including

authorising the Representative to act at law as plaintiff or defendant in the name and on behalf of the

Bondholders.

The General Meeting may further deliberate on any proposal relating to the modification of the

Conditions including any proposal, whether for arbitration or settlement, relating to rights in controversy

or which were the subject of judicial decisions, it being specified, however, that the General Meeting may

not increase the liabilities (charges) to Bondholders, nor establish any unequal treatment between the

Bondholders, nor to decide to convert the Bonds into shares.

General Meetings may deliberate validly on first convocation only if Bondholders present or represented

hold at least a fifth of the principal amount of the Bonds then outstanding. On second convocation, no

quorum shall be required. Decisions at meetings shall be taken by a two-third majority of votes cast by

Bondholders attending such General Meetings or represented thereat.

For the avoidance of doubt, in this Condition 11 “outstanding” shall not include those Bonds purchased

by the Issuer under Condition 7.7 above that are held by it and not cancelled.

(g) Information of Bondholders: Each Bondholder or representative thereof will have the right, during the

15 calendar day period preceding the holding of each General Meeting, to consult or make a copy of the

text of the resolutions which will be proposed and of the reports which will be presented at the meeting,

which will be available for inspection at the principal office of the Issuer, at the offices of the Paying

Agent and at any other place specified in the notice of meeting.

(h) Expenses: The Issuer will pay all reasonable expenses incurred in the operation of the Masse, including

expenses relating to the calling and holding of meetings and the expenses which arise by virtue of the

remuneration of the Representative, and more generally all administrative expenses resolved upon by a

General Meeting, it being expressly stipulated that no expenses may be imputed against interest payable

on the Bonds.

(i) Notices of decisions: Decisions of the meetings shall be published in accordance with the provisions set

out in Condition 12 not more than 90 calendar days from the date thereof.

12. Notices

Any notice to the Bondholders will be valid if delivered to the Bondholders through Euroclear France, Euroclear

or Clearstream, Luxembourg and published on the website of the Issuer (www.spie.com) and, so long as the Bonds

42

are admitted to trading on Euronext Paris and the rules of that stock exchange so require, published in a leading

daily newspaper having general circulation in France (which is expected to be Les Echos) or on the website of

Euronext Paris (www.euronext.com). Any such notice shall be deemed to have been given on the date of such

publication or, if published more than once or on different dates, on the first date on which such publication is

made.

13. Further Issues

The Issuer may, from time to time without the consent of the Bondholders, issue further bonds to be assimilated

(assimilables) with the Bonds as regards their financial service, provided that such further bonds and the Bonds

shall carry rights identical in all respects (or in all respects except for the first payment of interest thereon) and that

the terms of such further bonds shall provide for such assimilation. In the event of such assimilation, the

Bondholders and the holders of any assimilated bonds will, for the defence of their common interests, be grouped

in a single Masse having legal personality.

14. Hardship (Imprévision)

In relation to these Conditions, the Issuer, the Representative and each Bondholder waive any right under Article

1195 of the French Code civil.

15. Cancellation (Caducité)

If, at any time, any other agreement part of the single transaction (même opération) involving the Bonds, is or

becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction or is terminated for any

reason, neither the legality, validity or enforceability of the Conditions and the Bonds shall in any way be affected

or impaired thereby and as a result the Conditions and the Bonds shall not become caducs for the purposes of

Article 1186 of the French Code civil.

16. Governing Law and Submission to Jurisdiction

17. Governing Law

The Bonds shall be governed by the laws of France.

18. Jurisdiction

Any dispute arising out of or in connection with the Bonds will be submitted to the competent courts of the

registered office of the Issuer.

43

USE OF PROCEEDS

The proceeds of the issue of the Bonds will amount to €600 million, of which (i) €460 million will be used by the

Issuer to pay the acquisition price of SAG (including refinancing of the SAG’s existing indebtedness) and (ii)

€140 million will be used for the financing of SAG working capital and general corporate purposes.

44

SELECTED FINANCIAL INFORMATION

The selected financial information presented below is extracted from the English translation of the Issuer’s audited

consolidated financial statements for the financial year ended December 31, 2016, prepared in accordance with

International Financial Reporting Standards (IFRS), as adopted by the European Union, which include restated

comparative data for the financial year ended December 31, 2015 pursuant to IFRS 5 (the “2016 Issuer’s

Consolidated Financial Statements”).

The 2016 Issuer’s Consolidated Financial Statements were the subject of a report by Ernst & Young et Autres and

PricewaterhouseCoopers Audit, the Issuer’s statutory auditors, a free English translation of which is provided in

Section “Statutory auditors’ report on the Issuer’s audited consolidated financial statements for the financial year

ended December 31, 2016” of this Prospectus.

This selected information should be read in conjunction with the information contained in Section “Management’s

discussion and analysis of financial condition and results of operations for the Issuer” and in Section

“Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this

Prospectus.

Selected financial information from the consolidated income statement

(In millions of euros) 2016 2015

Restated(1)

Revenue 5,155.7 5,399.2

Operating income 302.3 269.3

Operating income including companies accounted for under

the equity method

302.7 269.6

Pre-tax income 250.4 101.8

Net income from continuing operations 202.5 44.3

Net income 184.0 38.3

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

For a detailed discussion of the selected financial information in the table above, please see Section

“Management’s discussion and analysis of financial condition and results of operations for the Issuer – 2. Analysis

of consolidated income statements for financial years ended December 31, 2016 and December 31, 2015” of this

Prospectus, and in particular Sections 2.7 “Pre-tax Income” and 2.9 “Net income”.

Financial information selected from the consolidated balance sheet

(In millions of euros)

2016 2015

Restated(1)

ASSETS

Intangible assets 777.4 792.0

Goodwill 2,207.3 2,148.9

Total non-current assets 3,386.0 3,352.1

Trade receivables 1,370.9 1,463.9

Other current assets 226.4 227.1

45

(In millions of euros)

2016 2015

Restated(1)

Cash management financial assets 5.5 245.8

Cash and cash equivalents 560.2 358.0

Total current assets from continuing operations 2,222.0 2,353.2

Total current assets 2,237.3 2,367.6

TOTAL ASSETS 5,623.2 5,719.8

LIABILITIES

Equity attributable to owners of the parent 1,415.1 1,318.1

Total equity 1,417.2 1,316.8

Interest-bearing loans and borrowings 1,127.0 1,121.8

Total non-current liabilities 1,742.1 1,785.7

Interest-bearing loans and borrowings (current portion) 332.3 395.7

Trade payables 780.0 901.5

Other current operating liabilities 1,211.1 1,181.4

Total current liabilities from continuing operations 2,447.0 2,605.8

Total current liabilities 2,463.9 2,617.2

TOTAL EQUITY AND LIABILITIES 5,623.2 5,719.8

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

Financial information selected from consolidated cash flows

(In millions of euros) 2016 2015

Restated(1)

CASH AND CASH EQUIVALENTS AT BEGINNING

OF THE PERIOD

551.8 493.6

Net cash flow from (used in) operating activities 358.3 272.9

Net cash flow from (used in) investing activities (197.5) (62.8)

Net cash flow from (used in) financing activities (176.3) (156.6)

Net change in cash and cash equivalents (33.3) 58.2

CASH AND CASH EQUIVALENTS AT END OF THE

PERIOD

518.5 551.8

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).

46

Performance indicators

2016 2015

Restated(1)

Production(2) (in millions of euros) 5,144.5 5,264.0

EBITA(3) (in millions of euros) 352.4 352.7

Cash conversion ratio(4) (%) 122% 105 %

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).

(2) Production corresponds to the “Revenue (as per management accounts)” in the 2016 Issuer’s Consolidated Financial Statements and is

the Group’s operating revenue with proportional consolidation of subsidiaries holding non-controlling interests.

(3) EBITA is the Group operating result. It is calculated before amortization of allocated goodwill (brands, backlogs and customers). EBITA

is not a standardized accounting term with a generally accepted definition. It should not be considered a substitute for operating income, net income or cash flow from (used in) operating activities, or as a measure of liquidity. Other issuers may calculate EBITA in a manner

different to that used by the Group.

(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. Cash

flow from operations corresponds to the sum of EBITA for the financial year, amortization 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, minus cash flow used in investments (excluding external growth) for the financial year. Cash conversion ratio is not a standardized

accounting term with a generally accepted definition.

Leverage ratio

As of December 31, 2016 and 2015, the net debt/EBITDA ratio of the Group amounted to respectively 2.3x and

2.4x (see Section “Management’s discussion and analysis of financial condition and results of operations for the

Issuer – 3.2.2. Financial liabilities” of this Prospectus).

47

DESCRIPTION OF THE ISSUER

General overview of the Group

The Group is the independent European leader in multi-technical services in the areas of electrical, mechanical and

HVAC1 engineering services and communications systems, as well as in specialized energy services

2. With

approximately 600 locations and approximately 37,600 employees worldwide as at December 31, 2016, the Group

supports its customers to design, build, operate and maintain facilities that are energy efficient and

environmentally friendly. For the financial year ended December 31, 2016, it posted consolidated production of

€5,144.5 million and consolidated EBITA of €352.4 million.

The Group organizes its activities around four operating segments: (i) France (43.8% of consolidated production

for the financial year ended December 31, 2016), (ii) North-Western Europe (26.7% of consolidated production

for the financial year ended December 31, 2016), (iii) Germany & Central Europe (18.0% of consolidated

production for the financial year ended December 31, 2016) and (iv) Oil & Gas and Nuclear (11.5% of

consolidated production for the financial year ended December 31, 2016).

The Group has developed a profitable economic growth model, based on (i) recurring revenues that provide it

strong visibility, (ii) long-term structural growth in its markets, (iii) strict control processes aimed at ensuring

strong performance by local management teams, and (iv) a dynamic policy of targeted acquisitions. Since July

2006, the Group has thus completed 108 acquisitions, most of them bolt-ons. 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’s development is focused on three activities: (i) Mechanical and Electrical Services (44% of the

consolidated production for the financial year ended December 31, 2016), which covers installation and renovation

of mechanical, electrical and heat systems, ventilation and air conditioning; (ii) Information & Communications

Technology Services (22% of the consolidated production for the financial year ended December 31, 2016), which

covers facility, improvement and maintenance of communications systems, voice, data, images and information,

and (iii) Technical Facility Management (34% of the consolidated production for the financial year ended

December 31, 2016) which covers operation and technical maintenance of clients’ facilities as well as providing

the necessary means in order for them to function.

The Group provides multi-technical services, primarily including electrical, mechanical and HVAC engineering

services and communications systems in France, Germany & Central Europe (including Switzerland), as well as

North-Western Europe (primarily the United Kingdom, the Netherlands and Belgium) for a large portfolio of

customers consisting notably of businesses in the tertiary, manufacturing and infrastructure sectors, as well as

local government authorities. In 2016, the Group estimates that it is the third largest player in multi-technical

services in France and one of the major players in Germany, the United Kingdom, the Netherlands and Belgium2.

The Group also maintains a strong presence in the specialized sectors of the oil, gas and nuclear industries where it

also provides multi-technical services. As part of its Oil & Gas activities, the Group supports its customers,

principally large domestic and international oil and gas companies, with its technical expertise in more than 30

countries. In the Oil & Gas sector, the Group’s activities focus on production and commissioning of new technical

facilities, as well as operation, maintenance, extension and refurbishment of existing facilities. The Group

estimates that in 2016 it was one of the leading global players in oil and gas industry services2. The Group is also

one of the three largest players in France in technical services specializing in the nuclear industry2. As part of its

nuclear activities, carried out primarily in France among large operators, the Group is active across virtually the

entire nuclear fuel cycle and the corresponding energy production activities (with the exception of ore extracting).

1 Heating, Ventilation and Air - Conditioning. 2 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

48

The services offered by the Group cover the entire life cycle of its customers’ facilities, ranging from design and

installation (new facilities, services representing 21% of the Group’s consolidated production for financial year

2016) to support for operations, maintenance and rehabilitation (asset support, services that account for 79% of the

Group’s consolidated production for financial year ended December 31, 2016 and with approximately a half

represented facilities extension and refurbishment business). Agreements entered into by the Group as an

integrator often involve maintenance activities associated with the provision of installation services. These

agreements are generally entered into for periods of one year with automatic renewal or for renewable terms of

three years, and in the financial year ended December 31, 2016 accounted for approximately 43% of the Group’s

consolidated production. Finally, 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.

Please refer to the information contained in the Section below “Description of the Issuer – 4. Description of the

Group’s principal activities” of this Prospectus to have a more detailed description of the Group.

1. History and development

1.1 Corporate name

At the date of this Prospectus, the Issuer’s registered name is “SPIE SA”.

1.2 Registration number and place

The Issuer is registered with the Pontoise Trade and Companies Registry under company number 532 712 825.

1.3 Date of incorporation and term

The Issuer was incorporated on May 27, 2011 and registered on May 31, 2011. The term of the Issuer is 99 years,

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 financial year ends on December 31 of each year.

1.4 Registered office, legal form and applicable legislation

The Issuer’s registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France. The

phone number of the registered office is +33 1 34 41 81 81.

At the date of this Prospectus, the Issuer is a French joint stock corporation (société anonyme).

1.5 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. In 1968, Société de Construction des Batignolles

(founded in 1846) and SPIE merged under the name SPIE Batignolles. The main shareholder of SPIE Batignolles

at that time was the Empain Group, which subsequently became the Empain-Schneider Group.

In 1997, Empain-Schneider sold SPIE Batignolles to its employees and the British company AMEC, which

specialised in engineering, project management and consulting. In 1998 SPIE Batignolles was renamed SPIE; at

that time, it operated in three business sectors: (i) SPIE Batignolles specialised in the construction market; (ii)

SPIE Enertrans focused on rail transport/traffic and the energy market; and (iii) SPIE Trindel, a specialist in

electrical engineering and facilities services.

In 2003, AMEC purchased the shares of the minority shareholders and SPIE thus became the Continental Europe

division of AMEC, under the name AMEC SPIE. In that same year, AMEC SPIE continued to expand its oil

activity with the acquisition of Ipedex and sold SPIE Batignolles, its construction subsidiary, to its executives. In

2006, AMEC SPIE was sold to the PAI Partners fund. Since that date, the Group has conducted business under the

SPIE name. In August 2011, a consortium composed of an investment fund managed by Clayton, Dubilier & Rice,

49

LLC, an investment fund managed by Ardian (formerly AXA Private Equity) and Caisse de Dépôt et Placement

du Québec acquired control of the Issuer for an amount of approximately €2.1 billion.

Starting in 2002, the Group began to refocus its strategy to become one of the leaders in the multi-technical

services markets. Between 2002 and 2006, the Group sold or abandoned five of its business segments, including

its civil engineering operations (in 2002), the French construction market (in 2003), the energy projects market (in

2004), pipelines (in 2006) and its rail business (in 2007). The Group continued this policy to dispose of operations

that are no long part of its core business. For example, the Group sold its Spanish subsidiaries in July 2011, its

operations in Greece run by the company SPIE Hellas SA in July 2015, its subsidiary in Hungary SPIE Hungaria

Kft in November 2015, and its Portuguese subsidiary TecnoSpie SA in July 2016.

At the same time, the Group continued to pursue external growth, both as an independent provider of multi-

technical services with the acquisition in 2007 of other companies present in its business sector, such as Matthew

Hall and Controlec, in the United Kingdom and the Netherlands. More recently, the Group has made several

acquisitions in North-Western Europe, Germany & Central Europe. In 2012, the Group acquired the Dutch

companies Klotz B.V. and Gebr. Van der Donk to strengthen its position in multi-technical services for buildings

and the cable network market, respectively. In 2013, the Group acquired the IS&P division (installation,

maintenance and management of data and voice communication and data center infrastructures) of the Dutch

operator KPN, which expanded its operations and presence in the Netherlands.

In addition, the Group acquired Hochtief Service Solutions activities (multi-technical services) during the same

year, making Germany the largest Group market outside France.

In 2014, the Group carried out six acquisitions of which (i) the Madaule group in France specialised in electrical

installation, renovation, maintenance in tertiary facilities, connecting photovoltaic solar power stations and

network maintenance, (ii) the German group Fleischhauer which offers a comprehensive portfolio of multi-

technical facility services, ranging from the planning, installation and servicing of complex security installations to

IT infrastructure, electronic and media technology and (iii) the Swiss companies Connectis and Softix (merged

under the corporate name of SPIE ICS AG), leading suppliers of information and communication technology

services and solutions. Finally, during the same year, the Group acquired the British company Scotshield, a

leading provider of fire detection, security alarms, access control and closed circuit television systems.

In May 2015, in the context of a share capital increase for a total amount of around €700 million (excluding

expenses), SPIE became listed on the stock exchange and its shares are now traded on segment A of the Euronext

Paris regulated market with a market capitalization above of approximately €3 billion as of December 30, 2016.

2. Strengths and competitive advantages of the Group

The Group is the independent European leader in multi-technical services (electrical, mechanical and HVAC

engineering services and communications systems)3. The Group is also a major player in specialised technical

services dedicated to the oil and gas and nuclear energy sector.

2.1 A European leader in multi-technical services

2.1.1 The independent European leader in multi-technical services3

The Group provides multi-technical services in the areas of electrical, mechanical and HVAC engineering services

and communications systems, as well as specialized energy-related services. 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, civil engineering, construction or concession activities. Historically, 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. The homogeneity of its portfolio of activities, its consistency and its focus on multi-

3 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

50

technical services have allowed it to successfully develop these activities and strengthen their profitability, with

employees directly associated with the success of this strategy. Moreover, its independence from a more extended

group, while giving it wide operational flexibility, allows it to allocate its cash flow to promote consistent growth

in its activities.

2.1.2 A leading multi-technical services platform in the most attractive European markets

The Group is the independent European leader in multi-technical services4 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. As of the date of this Prospectus, the Group is the leading independent player in France, in a market

characterized by a gradual shift from the local player level to larger national actors4. The Group further benefits

from a strong presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland, where it

considers itself to be amongst the major players. 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, positioning it well to participate in sector consolidation, and (ii) increase its market shares, particularly

among international customers seeking service providers for all their European facilities, by addressing their

growing needs for multi-technical expertise. The Group is in a position to serve local, regional and global clients

and to accompany them in their local, regional and global operations. Moreover, because of its size, the Group has

greater negotiating power vis-à-vis its suppliers, allowing it to achieve economies of scale as part of its

procurement policy.

2.1.3 An offering of multi-technical services concentrated on highly value-added technical activities

Leveraging on its teams’ expertise, the Group offers its customers mission-critical technical services for their

activities and focuses on high value-added technical services, such as the maintenance and management of data

centers in the banking sector, or maintenance and operating support for offshore platforms in the Oil & Gas sector.

With markets characterized by an increasing share of technology in building and infrastructure costs, the Group’s

services cover the entire life-span of its customers’ facilities (from design and installation to maintenance and

operating support services), in electrical, mechanical and HVAC engineering services and communications

systems, as well as in specialized energy sectors.

2.1.4 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, including more than

530 concentrated in five major countries (France, Germany, the United Kingdom, the Netherlands and Belgium).

The Group believes that, in the multi-technical services industry, services must be adapted to the specific needs of

each customer, and close proximity is essential to understand and anticipate customer needs, and thus delivering

high-quality services within very short timeframes. Moreover, 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, as well as the expectations of these customers in terms of quality and services offered.

A strong local footprint is also a key driver of performance and efficiency and gives the Group the ability to

optimize and leverage resources.

2.1.5 A strong brand and technical expertise recognition, fueled by a highly skilled and motivated

workforce involved in the Company’s performance

With over 100 years of experience, the Group believes that it benefits from a strong brand image and a reputation

for high service quality among its customers. Its service offering is supported by qualified and highly motivated

teams: 96% of the Group’s workforce is comprised of skilled employees, of which approximately 20% are

managers and specialists and approximately 76% are employees with a technical qualification in various fields of

4 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

51

operations (electricity, HVAC, mechanical, ICT, etc.). The qualification level of its workforce allows the Group to

deliver value-added services.

The Group has specifically implemented several training centers to spread technical expertise throughout its

various subsidiaries and exploit it in all sectors of its core business, in the countries in which it is active. It also

involves its employees in the business results, specifically through a strong employee shareholder base (more than

14,000 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), as well as the Group’s performance in terms of safety.

2.1.6 A strategic presence in a specialized, fast-growing and high-margins energy industry

The Group enjoys a strategic presence in the technical services to energy operators, which constitutes an attractive

market and benefits from high margins, as well as strong long-term growth potential, including in the Oil & Gas

industry despite the recent lower oil prices (see Section “Description of the Issuer – 2.4 Capitalizing on secular

growth drivers” of this Prospectus). The Group believes it is one of the leading global players in its reference

markets in the oil and gas sectors5, for which it provides high value-added solutions and mission critical technical

services for its clients’ activities (including support for the operation and maintenance of oil facilities and in-house

client competence development and training). In the nuclear industry, the services offered by the Group cover the

life-span of nuclear plants. The Group believes it among the three largest players in France in specialized services

to Nuclear industry5, which benefits from long-term growth drivers, 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.

2.2 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, through the establishment of a growth compounding business

model focused on high cash flow generation, with recurring revenue flows with strong visibility.

Recognized for the quality and reliability of its services, 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. Moreover, maintenance services, which are generally combined with the integration services

offered, afford the Group strong visibility as to revenue growth, with contracts generally entered into for periods of

three years, or one year but with automatic renewal. For the financial year ended December 31, 2016, maintenance

services accounted for approximately 43% of the Group’s consolidated production. Growth in maintenance

contracts is thus a critical factor in the Group’s business model.

Moreover, the Group’s business model is intended to favour small-sized projects which may be coupled with

larger multi-year framework contracts, and avoiding large one-off contracts with a higher level of risk.

Approximately 85% of the Group’s consolidated production is derived from contracts worth less than €1.0 million,

with an average value per contract of approximately €30,000.

Finally, the Group’s business model, as well as the diversification of its customer portfolio and the markets in

which it operates, has historically protected it during periods of economic slowdown affecting a segment of

activity or a geographic region in which it operates. For the financial year ended December 31, 2016, the Group’s

ten largest clients thus accounted for only 20% of its consolidated production. Further, the Group’s relations with

its largest clients are distributed among various contracts, activity segments and geographic regions, thus reducing

its commercial dependence.

The Group believes that its broad client base (with more than 25,000 clients) and its limited concentration in any

given end-market, its long-standing client relationships, the importance of its maintenance contracts, as well as its

5 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

52

small average contract size, provide it with a diversified business model poised to earn recurring revenues and, as

it has demonstrated in recent years, to effectively address periods of economic slowing.

2.3 Implementation of strict control processes to secure the delivery of strong performance by its local

management teams

With almost 600 locations, of which over 530 concentrated in its five largest countries, the Group operates a dense

local network sharing common processes with a view to ensure consistency and strong performance by local

management teams. The Group’s management closely monitors the deployment and implementation of these

processes; in particular, during the integration of new companies, the Group monitors implementation, in newly

acquired entities, of its own practices that are specific to it, including proactive risk management through the

implementation of common financial processes, control of local management teams, and highly developed

reporting systems.

The Group has developed standardized best practices, specifically with regard to the management of working

capital requirements and invoicing methods, in all the countries in which it operates. Through a rigorous

contracting structure as well as strict invoicing procedures, the Group provides for effective collection of its

receivables, thus contributing to the generation of high cash flows.

The Group’s strategy emphasizes flexibility, local decision making and responsibility by business management, in

order to adapt to local conditions and take advantage of swift response times to upcoming market opportunities,

whilst leveraging on shared best-practices and expertise throughout the Group. Under the oversight of the Group’s

general management, local management teams are empowered and incentivized to steer focus on local

opportunities and source add-on acquisitions (within strict criteria and limits set at Group level), and they are

directly responsible for the successful integration of these new acquisitions.

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, which rewards teamwork, individual merit

and initiative through clear incentives. The Group believes that this embedded culture of local management,

fostering high employee motivation and commitment at all levels of the organization, is key to rolling out its

strategy and successfully reaching of its goals (see Section “Description of the Issuer– 3. Strategy” of this

Prospectus).

2.4 Capitalizing on secular growth drivers

The Group believes that its integrated technical services offerings and leading position as the independent

European leader6 allow it to seize growth opportunities, capitalizing on secular long-term drivers and megatrends

in the various end-markets in which it operates. 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).

Such growth drivers and megatrends include (i) a general tendency towards outsourcing by companies of the

highly technical services offered by the Group, (ii) the strengthening of environmental standards and growing

concern for eco responsible consumption of energy, (iii) enhanced focus on energy efficiency, (iv) shifts in mix of

energy production and distribution, (v) deployment of new technologies and service innovation, (vi) trends

towards home automation and “smart building” equipment, 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), (vii) renewal and upgrade of infrastructure and (viii) an increased need

for technical services in the oil, gas and nuclear energy industry.

As fossil fuel trends toward scarcity and its price continues to rise over the long term, and as concerns over climate

change are heightened, local and national authorities, corporate clients and public opinion are increasingly

demanding socially responsible energy consumption. The Group believes that many of its technical services

solutions and the innovative service offerings it is developing, such as those in the areas of nuclear energy,

6 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

53

renewable energy production, the installation and renovation of infrastructure, smart energy networks and

optimization of IT systems, involve maximizing energy efficiency and savings. The Group also has recognized

expertise in many of the technical solutions required to improve environmental efficiency. It believes it is well

positioned to take advantage of the strong growth potential in the “green economy”, 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, 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 utilized 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). Additionally, the need for more complex services relating to exploration and

extraction, 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, a strengthening of

applicable regulations and more stringent health, safety and environment (“HSE”) standards globally), will

continue to offer growth opportunities.

In the nuclear industry, due to the age of the plants and decisions made to extend the lifetime of reactors, the

Group believes its leading position in France7 will allow it to benefit from increased demand for renovation works

and upgrades, as well as maintenance services. The Group further believes it is positioned to capitalize upon the

demand created by increasingly stringent safety and operational regulations applicable to nuclear plant operators,

as well as by anticipated decommissioning and investments in new plants, in particular in France and the United

Kingdom.

2.5 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

potential for the acquisition of local players, particularly the United Kingdom, the Netherlands, Germany and

Northern Europe.

Since July 2006, the Group has successfully made 108 highly accretive acquisitions (including 106 bolt-on

acquisitions) and representing a total acquired production of approximately €2.9 billion and an amount of

cumulated investment of approximately 1.0 billion, 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 6.8x reduced to 5.6x for bolt-on acquisitions). Led by a dedicated and experienced

team leveraging on the strong involvement of local teams in the identification and subsequent integration of

acquired entities, the Group is concentrating on (i) developing the geographic density of its facilities, (ii)

strengthening its offering for existing operational entities, 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.

2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Number of

Bolt-on

acquisitions

2 10 18 11 10 14 11 6 6 8 10

Revenue

acquired

(in millions of

euros)

14 113 217 99 79 125 167 221 212 184 263

7 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

54

Acquisition

costs (in

millions of

euros)

7 51 89 33 34 52 45 77 74 51 79

Organic

growth

delivered by

« bolt-on »

acquisitions

(%)

1.9 5.0 3.2 4.3 1.2 2.9 3.2 5.4 4.4 3.4 3.6

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, which have specifically allowed it to undertake the majority of its acquisitions

bilaterally (and not as part of competitive processes), as well as to maintain a pipeline of targets that are clearly

identified and constantly monitored. Moreover, 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. Since 2007, the Group has

demonstrated its capacity to rapidly and efficiently integrate acquisitions and to improve post-acquisition

operational effectiveness with a proven capacity to systematically implement its standardized practices with regard

to financial and reporting procedures, as well as to improve financial performance, particularly with regard to the

generation of operating cash flows. With its demonstrated ability to successfully integrate acquisitions and

accurately identify acquisition opportunities, the Group believes it is well positioned to seize external growth

opportunities and participate even more actively in the industry consolidation going forward.

On December 23, 2016, the Group has announced a further step in its external growth policy and the development

of its Germany & Central Europe capacity, with the acquisition of SAG (see Section “Description of the

Acquisition and of the SAG group” of this Prospectus).

2.6 Attractive financial performance with strong visibility

The Group believes it has successfully delivered revenue growth, margin expansion and high cash conversion year

after year. The Group has demonstrated a solid history of growth in earned revenue, and improved profitability

(measured by its EBITA margin) in all its activity segments since 2006, with production increasing from €2.7

billion in 2006 to €5.1 billion in 2016, EBITA increasing from €97 million to €352 million and EBITA margin

growing from 3.7% to 6.8% during the same period.

Performance

indicators 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

Production

(in millions of

euros)

2,652 3,116 3,625 3,664 3,661 3,984 4,115 4,563 5,220 5,264(1) 5,145

EBITA

(in millions of

euros)

97 129 166 197 220 243 262 298 334 353(1) 352

Cash

Conversion

ratio (%)

N/A 176 156 96 124 106 100 110 102 105 122

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

55

The Group has been able to achieve this performance specifically though (i) proactive management of its business

portfolio, which has allowed it to focus on the most attractive and profitable market segments, (ii) ongoing

optimization of its organization, specifically through simplification of the Group’s hierarchical structure, (iii)

strengthening of its network density, which has allowed it to offer broader coverage to its clients and increase its

proactiveness in the face of local demand, as well as its productivity, (iv) a policy of strict performance

benchmarking within each of the Group’s subsidiaries, (v) a more high-performance procurement organization,

(vi) extensive adaptability of its cost basis, 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.

Additionally, the multi-technical services industry in which the Group operates is characterized by low capital

expenditures. Thanks to its financial policy historically focused on profitability and its structurally negative

working capital requirements, the Group believes it benefits from high cash flow generation, which has allowed it

to rapidly deleverage its net indebtedness and will continue to help it pursue its accretive external growth strategy.

2.7 A strong corporate culture, championed by a highly experienced management team

The Group is managed by a team consisting of 12 members of the General Management Committee (Comité de

Direction Générale) in addition to the Président-Directeur Général, with extensive experience in the multi-

technical services industry and an average experience of 15 years in the Company. Driven by this team, the Group

has developed a strong business culture based on solid fundamentals, including:

a deep pool of qualified divisional and country managers further supported by a highly skilled workforce

with a recognized degree of technical expertise at all levels (as of December 31, 2016 96% of the Group’s

employees were qualified);

an emphasis personnel development and safety through institutionalized training, talent recognition and best

in- class HSE procedures ensuring a favourable work environment and a high level of employee retention

compared with industry peers; and

an alignment of interests with its employees (approximately 42% of whom are shareholders of the Company)

coupled with a global incentive policy for all employees, ensuring a common sharing of the Group’s strategic

vision and goals.

Under the leadership of this highly experienced management team, the Group has achieved revenue and profit

growth, both organically and through the successful integration of numerous targeted acquisitions, margin

expansion across all operating segments, and implementation of measures resulting in strong cash flow generation

and an attractive and stable financial profile.

The Group believes that the industry knowledge of its senior management team, the skills of its local teams and

their ability to deliver, will continue to help the Group implement its value creation strategy.

3. Strategy

The Group is focusing its development and its offer on four strategic segments: “Smart City”, including the

“smart” layout of cities, particularly for communications infrastructure, mobility, group equipment and safety; “E-

fficient buildings”, i.e. a service offering for energy performance ranging from design to the operation and

maintenance of low-consumption buildings; “Energy”, covering services offered by the Group in the areas of

energy, particularly nuclear energy and renewable energies, as well as Oil & Gas; and “Industry Services”,

covering the various areas of industry services. Relying on its expertise in each of its activities, the Group has

focused its strategy on the following principal lines.

56

3.1 Capitalising on long-term structural growth factors to continue fostering organic growth greater

than the change in GDP through the cycles

3.1.1 Capitalising on growth opportunities in its key markets

Benefiting from the quality of its integrated services offerings and its position as an independent European leader8,

the Group seeks to capitalize on the attractive growth opportunities offered in the various markets in which it

operates. 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, increase the

visibility of their maintenance budgets and limit costly and risky internal maintenance work. The Group is also

pursuing the diversification of its activities. This diversification covers first of all the end-markets targeted by the

Group so as to further extend its scope of activity. With increasing use of technology in equipping buildings,

particularly for automation, 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.

The Group also aims at benefiting from the development of the demand for smart solutions, combining

information and communications technology, and electrical and mechanical equipment with, for example, the

development of smart systems that optimize energy expenses. 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, as with the acquisition of Hochtief’s Service Solution activities in Germany in 2013. The

Group also intends to continue reinvesting part of its available cash in targeted acquisitions, mainly in Europe, as it

did during the financial year ended December 31, 2016, mainly with the acquisitions of Trios Group, a British

provider of facility and property related technical services, and Alewijnse Technisch Beheer, a technical services

provider focusing on the technical management of building-related installations, with a particular expertise in

installation and maintenance of electrical equipment in the Netherlands.

3.1.2 Serving the development of the “green economy”

The Group seeks to contribute to and benefit from the development of the “green economy”, fostered by the long-

term increase in energy prices and domestic and international concerns over climate changes, which are pushing

public and private entities to implement systems to optimize energy expenditures, supported by governments’

financial incentives. It is strongly positioned to address problems of energy efficiency and energy savings. The

Group seeks to concentrate on services aimed at enhancing its clients’ properties, reducing their energy bills and

addressing their sustainable development challenges. It will thus continue to develop its expertise in state-of-the-

art areas such as energy efficiency, smart grids and information and communications systems that enable working

together while limiting travel. Furthermore, with the spread of renewable energies, the Group is continuing to

develop a line of services in the fields of hydroelectricity, solar and wind power, as well as techniques such as

anaerobic digestion and waste combustion.

3.1.3 Capitalizing on sectorial trends promoting specialty segments

In the oil and gas sector and despite the recent lower oil prices, the Group is seeking to contribute to the expected

increase in demand in the long term, in terms of both the need for maintenance due to the high utilization rates of

production sites, and the need for new technologies and more complex services involving exploration and

extraction. The Group seeks to strengthen its presence throughout the entire production chain, from support to

operations, both onshore and offshore as well as in the downstream oil and gas.

The Group is also positioned to address the increasing need for efficiency and production security. Moreover, it

seeks to contribute to the growth in production and the transport of fossil fuels, as illustrated by its 2013

acquisition of the Plexal group, an engineering business with expertise in liquefied gas facilities.

In the nuclear sector, the Group seeks in particular to seize opportunities inherent to the implementation of the

“Grand Carénage” plan, an investment programme rolled out from 2015 to 2035 by EDF, a client the Group has

8 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

57

served for a number of years. The Group seeks to play a critical role in deploying this plan, which is aimed at

guaranteeing and increasing the availability of nuclear plants as well as extending their lifetime beyond 40 years.

The Group is also seeking to capitalize on the demand created by the more stringent safety requirements applying

to facilities and more generally the structuring of nuclear activities, particularly as part of the standardization

required by the French Nuclear Safety Authority (Autorité de sûreté nucléaire) concerning all nuclear sites,

following the Fukushima accident in Japan.

Finally, the Group is seeking to strengthen its offerings relating to the decommissioning and rehabilitation of

facilities, a market in which the Group expects to see growing demand from its customers, particularly due to the

aging of the nuclear facilities.

3.2 Pursuing a rigorous operational management policy, 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, to increase the value of its offering, as well as its margins and cash flows. To that end, the Group will

further strengthen its rigorous selection policy for the projects in which it is involved, as well as contract

management, to increase its profitability by concentrating on contracts with the highest margins. It also aims to

improve its procurement procedures and conditions, to manage even better its cost structure. It hopes to strengthen

its monitoring of responses to calls for bids and, more generally, implement closer management of costs and risks

associated with contract implementation and project management as a whole. The Group seeks to closely associate

all its employees with the rigorous management policy, oriented toward financial performance, to control its costs,

optimize its investments and control its working capital requirements to strengthen cash flows. It will thus

continue to implement a variable incentive compensation policy for its employees, based particularly on the

Group’s financial performance and safety-related performance.

3.3 Strengthening its presence by participating in sectorial consolidation

Although the technical services market has experienced some consolidation in recent years, its structure remains

fragmented, with numerous small or mid-sized players, offering important scope for external growth opportunities

for the Group, particularly in Germany, the United Kingdom, the Netherlands and Northern Europe and globally

on all markets.

Benefiting from its internally generated operating funds, the Group seeks to pursue a strengthening of its market

coverage and expand its range of offerings, 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, or through larger

acquisitions to expand its international coverage or diversify its offerings. This strategy is inspired by the French

example where the Group has both a dense network in most regions, and a robust offering of services.

The Group benefits from the experience of its acquisition activities team, through regional teams responsible for

identifying and analyzing addressable local targets and ensuring the successful integration of acquired companies

within the Group.

Strengthened by a reservoir of clearly identified addressable targets, the Group will thus continue to analyse

external growth opportunities through a rigorous selection, audit and monitoring process, allowing it to ensure that

completed acquisitions are then successfully integrated and their operating efficiency enhanced, making external

growth an essential source of value creation.

3.4 Maintaining recurring revenue flow with strong visibility

The Group’s objective is to maintain a high level of recurring activity, specifically by continuing to focus on asset-

support and maintenance services, which offer strong visibility for revenue growth while offering some protection

against changes in the economic environment.

Beyond asset support and maintenance services, the Group seeks to increase its recurring activities by continuing

to develop locally and by strengthening its long-term client relationships. Specifically, it relies on the strength and

58

momentum of its local teams which, through almost 600 locations, assist the Group’s clients in more than 37

countries throughout the world.

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, thus strengthening and diversifying its activities.

3.5 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. The Group has sought to broadly associate its employees with the Company’s performance by

implementing employee shareholder measures in 2006, 2011 and 2015; in this latest operation, more than 14,000

employees participated in the employee share offering, thus leading to approximately 20,000 the total number of

employee shareholders.

An active employee shareholder policy is a strategic foundation for the Group’s profitable development. To that

end, 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.

4. Description of the Group’s principal activities

The Group provides multi-technical services, in electrical, HVAC and mechanical engineering services, in three

geographic regions: France, Germany & Central Europe, and North-Western Europe. The Group also offers,

services and support in those geographic regions dedicated to information and communication systems

infrastructure, telecoms services and security and safety of buildings.

As part of its Oil & Gas and Nuclear activities, the Group also offers multi-technical services in specialized sectors

of the oil & gas and nuclear industries. The Group operates its Oil & Gas activities in more than 30 countries,

while its nuclear activities are based in France.

4.1 General presentation

The Group’s principal activity consists in providing multi-technical services (Mechanical and Electrical Services –

(M&E) – which covers design, installation, extension and renovation of mechanical, electrical and heat systems,

ventilation and air conditioning, and Technical Facility Management – (Tech. FM), which covers operation and

technical maintenance of clients’ facilities in three geographic regions: France, Germany & Central Europe and

North-Western Europe). It also provides services in IT facilities and communication networks (infrastructure,

improvement and maintenance of communications systems, voice, data, images and information), telecoms

services facilities, building technologies (integrated security and safety) and process engineering and

implementation (instrumentation, automatic controls, robotic, industrial computing, transport schemes

management) – (Information & Communications Technology Services – ICT) mainly in France and North-

Western Europe.

For the financial year ended December 31, 2016, Mechanical and Electrical Services, Technical Facility

Management activities and Information & Communications Technology Services respectively accounted for 44%,

34% and 22% of the Group’s consolidated production, respectively.

Mechanical and Electrical Services and Technical Facility Management

The Group supports its clients in designing, building, extending, renovating, and support in operating and

maintaining their facilities, through its expertise in electrical, HVAC and mechanical engineering services.

Through these services, the Group offers solutions that allow its clients to control their energy consumption,

specifically by means of customized technologies, arbitrage between fossil and renewable energies, and

operational support, allowing them to reduce their energy expenses by up to 50%, particularly in the context of

“energy performance” contracts, pursuant to which the Group commits to reducing its clients’ expenses to a

certain level.

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Electrical engineering

In the area of electrical engineering, the services offered by the Group include procurement of high and low

tension facilities. The Group is also active in renewable energy production, specifically at wind or photovoltaic

plants that may be parts of turnkey procurements of complete facilities, including connection to the electricity

transmission network. The Group is also active as an integrator in the public lighting sector.

It offers the installation of smart lighting points, which can be controlled remotely by regulating systems that allow

for differentiated lighting, thus optimizing energy expenditures. It is also active in the enhancement of

architectural assets, including illumination solutions. It installs three-colour traffic lights, as well as video-

protection systems consisting of the installation of cameras and provision of image storage systems. The Group’s

services also include the installation of charging stations for electrical vehicles, airport runway sweep systems,

highway information signs and highway equipment for toll roads and tunnels.

In building interiors, the Group’s services cover all electrical equipment, from transformers to power supplies for

wall outlets, including electric switchboards. To mitigate potential network failures, the Group is able to offer

secured power supplies by installing inverters equipped with batteries and electrical generation groups. The Group

also implements “smart” lighting (in the tertiary sector as well as in manufacturing and residential), to optimize

energy consumption using motion detectors or ambient lighting. The Group also offers services related to low-

voltage transmission for security and building-control systems, as well as telephone and computer networks.

In the manufacturing sector, the Group offers all electrical power services for machinery, engines, valves, and

implementation of production lines for metering and regulating instruments, as well as automation systems for the

management and supervision of industrial processes.

HVAC engineering

The Group has expertise in HVAC engineering. It primarily offers design, installation and renovation services for

heating, ventilation and air conditioning. Specifically, the Group is active in the installation of wood or gas fueled

boilers, as well as those fueled by recycled materials, such as household waste or even biogas from manufacturing

or agricultural processes.

It installs cold production plants, compressors, heat pumps and geothermal systems, and provides for the routing

and distribution of fluids or hot or cold air through networks of pipelines or conduits, ventilators and pumps. The

Group also provides for the implementation of terminal equipment for the dissemination and regulation of heat

(power, temperature). All these facilities are managed by temperature and flow sensors to ensure optimal comfort

to users in all climatic configurations.

The Group is also active in the area of sanitary plumbing.

The Group also offers integrated ventilation and smoke-removal systems (both in highway tunnels and at

manufacturing and tertiary sites). Further, it is active in manufacturing processes requiring very high levels of dust

control, particularly in the agro-food and pharmaceutical sectors. Finally, the Group designs and installs cooling,

filtration and ventilation systems for technical facilities that generate high volumes of heat, such as computer

centers and network cores for telecommunications operators.

Mechanical engineering

In mechanical engineering, the Group operates either through its own workshops, allowing it to offer

manufacturing, repair and restoration services for mechanical parts, or by intervening directly at its clients’ sites.

The Group’s services specifically include developing customized parts, reconditioning valves, rewinding electric

motors, reconditioning diesel engines, and transfer of client sites. Specifically, in the area of rock and sand

quarries, the Group designs, manufactures and installs or renovates conveyor belts, screens, grinders, storage tanks

and silos. In the aeronautics sector, it offers the design and modernization of logistical equipment, supports and

robots incorporated into assembly lines. Finally, in the area of hydraulics, the Group provides for the sizing and

60

implementation of mechanical facilities for drinking water or wastewater treatment facilities, such as pumps, fluid

networks, valves and compactors.

Technical Facility Management

Across all of its business lines in electrical, HVAC and mechanical engineering, the Group’s services include (in

addition to installation) support for operations and process industrialization (servicing, preventive and corrective

maintenance, repair, small renovation), allowing it to support its clients throughout the entire life-span of their

equipment. The Group offers a wide range of audit and diagnostic services, as well as the necessary mono- or

multi-technical maintenance services to operate its clients’ facilities, including electrical, HVAC and mechanical

engineering services. Its expertise in technical facilities allows the Group to commit to availability rates and

performance levels for facilities. In energy performance contracts, the Group also commits to the energy

performance levels of the facilities for which it is responsible. The Group is also capable of providing, where

applicable, Facility Management including one or more technical maintenance services combined with one or

more services (including for green areas, reception or restoration) which are subcontracted to external services

providers.

Information & Communications Technology Services

The Group is a major player in France in the evolving information systems and communications market, mainly

through its subsidiary SPIE ICS, offering a wide range of solutions and services, from design to information

technology management, and a range of operated and cloud computing services, largely in France, Switzerland

and, to a lesser extent, in the Netherlands and Germany. IT infrastructure and communication networks services

account for more than a half of the Group’s activities within the field of Information & Communications

Technology Services.

Specifically, the Group offers its clients unified communications services and solutions for voice, data and images,

technical infrastructure services and solutions for information systems. The Group also offers integrated,

consistent and secure solutions for communications and information systems. Finally, the Group integrates

“connected objects” in its services, particularly in the health sector, with remote diagnostics and patient monitoring

applications.

The Group also relies on solid service control measures, such as auditing and advising on the architecture and

security of IP computer networks, integration and maintenance of IP networks and security equipment, user

support, management and support for the operation of networks and systems.

The Group offers infrastructure-related services for data centers, such as design, installation, maintenance and

support for the operation of such centers. For a complete range of offerings in this activity, services involving the

installation of access control and monitoring systems for computer sites form an integral part of the Group’s

expertise. In the area of IT outsourcing (infogérance) services and maintenance of operating conditions, the Group

is continuing its rapid growth, notably with the 2012 acquisition of the APX IT outsourcing subsidiary. 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). Over the past ten years, the Group has undertaken a certain number of

strategic acquisitions allowing it to expand its range of services. Specifically, in 2010 it acquired Sertig in France, a

business specializing in IT outsourcing services, and VeePee, an operator of hosted IP infrastructure and services.

Through these acquisitions, to which were added those of APX Infogérance in 2012, IS&P in the Netherlands in

2013, and Connectis in Switzerland in 2014, the Group gained a strong position in this sector, with high demand

for services involving the outsourcing and transformation of communications and information systems. Then, in

2014, the Group carried out the acquisition of the German group Fleischhauer, which offers a comprehensive

portfolio of multi-technical facility services, ranging from the planning, installation and servicing of complex

security installations to IT infrastructure, electronic and media technology. In 2015, the Group signed an agreement

for the acquisition of Hartmann Elektrotechnik GmbH, which enabled it to reinforce its Information and

Communications Technology Services activities in Germany. In 2016, the Group made three acquisitions in the

ICT sector: the Groupe RDI in France, enabling it to strengthen its expertise in cloud services, managed services

and IT integration; several companies of the COMNET group in Germany, enabling it to further upgrade its skills,

61

notably in unified communication and collaboration systems, IT networks management as well as fire alarm or

access control systems; and lastly, GfT, also in Germany, enabling it to further develop its ICT and data center

skills, especially in the fields of electrical and security technology, and strengthening its presence in the Rhine-

Ruhr area.

4.2 France

In France, the Group provides multi-technical and communications services. It considers itself to be the third

largest player in multi-technical services on this market9.

In the financial year ended December 31, 2016, the France segment accounted for a production of

€2,253.5 million, i.e. 43.8% of the Group’s consolidated production, and an EBITA of €157.3 million, i.e. 44.6%

of the Group’s consolidated EBITA.

Mechanical and Electrical Services and Technical Facility Management

The Group offers its services through a dense network of more than 260 sites distributed among five geographic

regions, Île-de-France, Northwest, West-Centre, Southwest, and Southeast and East. As at the date of this

Prospectus, the Group operates through seven subsidiaries, five of which being established at a regional level

(SPIE Île-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Ouest, SPIE Sud-Est and SPIE Est) and two of

which, SPIE Facilities and SPIE CityNetworks, being specialised subsidiaries, respectively for building

maintenance and facility management services and telecom and outdoor network services.

The Group benefits from a large and dense footprint over the French territory. To enhance its range of services

offering, the Group is regularly considering acquisition opportunities. Thus, in 2015, the Group carried out the

acquisitions of Thermat in Haute-Savoie and Villanova in Auvergne, which enabled it to reinforce its technical

offer dedicated to the new multiple dwelling unit market. In 2014, the Group carried out the acquisition of the

multi-technical group Madaule, which allowed it to increase its presence in southwest France.

The Group serves all economic players and sectors (manufacturing, tertiary, ministries and government entities). It

has over 25,000 clients for its multi-technical activities.

The main large accounts clients to which the Group provides electrical engineering services include EDF, Total,

SFR, Orange, Airbus and BNP Paribas, as well as the French Ministry of Economics and Finance. In 2016, the

Group has been awarded a new contract with SYTRAL (the public transport authority for the Greater Lyon) for

installing an entire video surveillance system in the trains running on Line D of the Lyon metro. In 2015, the

Group signed a contract relating to electrical installations for accommodations located in Seine-et-Marne as part of

the Villages Nature project, initiated by Euro Disney, Pierre & Vacances and Center Parcs, which was one of the

biggest European tourism projects. Furthermore, the Group has been active since 2008 on behalf of Orange, to

ensure the maintenance and monitoring of calling and alarm centers at over 10,000 sites. Since 2014, it has been

active, on behalf of BNP Paribas, in collaboration with Engie, to ensure the electricity supply for a new data

center, as well as the security of three data centers located in France and Belgium.

In the areas of HVAC engineering and mechanical engineering services, the Group’s clients are, respectively,

entities in the tertiary sector, and companies in the manufacturing and infrastructure sector, including, for example,

Arcelor-Mittal, Alstom, Airbus Group, BNP Paribas, Lafarge, Michelin, Peugeot and Sanofi. In 2016, the Group

has realised, and now maintains, the HVAC systems of the industrial unit of the company YNSECT established in

Dole, Jura, which specializes in the industrial production of insects and their transformation into sustainable

nutrient resource for agro-industries and bioactive compounds for green chemistry. These HVAC systems ensure

optimal temperature, hygrometry and ventilation conditions that are key elements to the production process.

In the Technical Facility Management sector, in 2016, the Group renewed for a six-year period its contract with

the National Centre for Space Studies (Centre National d’Etudes Spatiales – CNES). This contract covers

9 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

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maintenance and operation of technical installations, encompassing approximately 150 000 sqm of technical space

across 80 buildings. In 2016, Merck, a leading science and technology company in healthcare, life science and

performance materials, awarded the Group a multi-technical maintenance contract, for a three-year term, covering

electrical, HVAC and security systems of its Molsheim production site. Pursuant to this contract, the Group is

responsible for monitoring the sterile environment of laboratories and ensuring the continuity of the site’s

production process in terms of steam network, vacuum and clean air. In 2015, a multi-technical maintenance

contract with the Louvre Hotels hotel group was renewed and extended, now covering 113 Campanile and

Première Classe hotels. With ENI, the Group also won a contract for the maintenance of 165 service stations. And

finally, La Banque Postale awarded the Group a safety-security maintenance contract for 21 financial centers.

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).

Information & Communications Technology Services

In France, the Group offers services to IT infrastructures and application services relating to communication,

collaboration, security, and monitoring and performance analysis of communications and information systems. It

also offers transformation and planning services for communication and information systems aiming to support the

digitalization of companies and professions. Following on from these services, the Group proposes technological

integration and support services for the operation of communications and information systems via its subsidiary

SPIE ICS.

The Group operates in a range of sectors such as aeronautics, mass distribution, banking and insurance, health and

local authorities and State services.

In 2016, the Group acquired the Groupe RDI, a specialist in managed services and IT infrastructure solutions,

historically located in Nîmes.

The Group has developed solutions and services needed for the design, implementation and IT outsourcing of

sustainable and evolving information and communications systems. It assists its clients in defining and

implementing their information and communications systems, and in their optimization, use and appropriation by

users. In December 2016, the Group signed a strategic partnership with Equinix, the world’s interconnection

leader, to help their major clients, both in France and internationally, with their private and hybrid cloud

computing projects. In November 2015, the information systems department of the French Ministry of Foreign

Affairs and International Development entrusted SPIE ICS with installation work and IT managed services within

the framework of the COP21 event. In 2015 also, the SEB group maintained its confidence in the Group which

assisted them in their digital transformation. In particular, the Group handled the migration of SEB group’s servers

to a hybrid cloud.

The Group seeks to provide its clients with new services while assisting them in the design, implementation and IT

outsourcing of more energy-efficient and environmentally friendly infrastructure.

A part of the ICT services are offered by the Group through subsidiaries other than SPIE ICS. These are services

that correspond to telecommunications infrastructure such as the installation of mobile telephone hot spots, the

roll-out of very high-speed infrastructure, and connecting customers to fiber optic (particularly as part of FTTH

(“Fiber to the Home”) programmes. The Group also provides maintenance services for major telecommunications

operators such as Orange.

In almost all cases, contracts entered into by the Group as integrator contain maintenance activities associated with

providing integration services. These agreements are generally entered into for periods of one year with automatic

renewal, or for periods of three years. Contracts under which the Group provides IT outsourcing services have

duration of between three and six years.

The Group serves thousands of clients distributed across two categories: Medium-Sized Enterprises (of between

500 and 5,000 users), a market in which the Group is seeking to develop further; and Large Accounts (including

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large listed companies such as the Airbus Group, ministries and entities such as the French Ministry of Defense

and the Employment Division).

To a lesser extent, the Group also offers its communications services internationally, as part of its participation in

Global Workspace Alliance, an international group of twelve companies active in the area of IT services and

present in over 90 countries.

4.3 Germany & Central Europe

The Group operates primarily in Germany, the Group’s second largest market, relying on SPIE GmbH and its

subsidiaries, which offers multi-technical services as Technical Facility Management (operations or maintenance,

refurbishment, movement services), energy management with focus on energy efficiency, Mechanical and

Electrical services and increasingly Information and Communication Services (network, voice, video and data

services on IP, network and building security). In Germany, the Group has more than 60 sites and has

approximately 5,200 employees as at December 31, 2016.

SPIE GmbH is present in all major German metropolitan industrial regions (Lower Saxony, Hamburg, North

Rhine-Westphalia, Rhine-Main-Neckar, Saxony, Stuttgart, Munich, Nuremberg, Berlin etc.).

The Group’s clients in Germany represent a wide range of sectors: finance, healthcare, real estate, transportation,

semi-conductors and automotive, and include private and public players such as Siemens, Daimler, Lufthansa,

MunichRE, Commerzbank and several public authorities.

In 2016, SPIE GmbH further expanded its footprint in Germany. Business was done by both extending or

renewing existing contracts, and the conclusion of new contracts.

In the M&E services sector, in 2016, the existing Energy efficiency contract with Benecke-Kaliko AG, part of

Continental group, has been extended for 10 years, until 2026. The Group has been operating and optimizing the

factory supply systems for heating, cooling, water and compressed air since 2005. Also, the Group expanded its

existing business relationship with Saint-Gobain Sekurit in the area of energy supply and is now responsible for

modernization and optimization of compressed air production systems at the Herzogenrath site, within the

framework of an additional contract ending in 2021.

In 2015, the maintenance contract entered into in 2004 with SI Erlebnis-Centrum, covering heating, air

conditioning and drinking water supply systems, was renewed for 10-year duration. The same year, the Group

entered into a new contract for a term of fifteen years with Charité Campus Virchow-Klinikum, for the

organization, installation and operation of a combined heating, cooling and electricity production system.

In the Tech FM services sector, in 2016, the Group has successfully renewed, for five years ending in 2021, a

contract to provide technical and work services for 25 buildings of Rohde & Schwarz in Munich, including its

head office. Similarly, the Technical Facility Management services contract concluded with NordLB for its

Hanover site was also renewed for another five years. In 2016 also, the Group successfully renewed a facility

management contract for a three-year period in the Investment Banking Center (IBC) building in Frankfurt. In

addition, the Group was selected by Siemens as operator for facility management contract for a newly built site at

Forchheim with R&D, production and offices facilities and as operator for Facility management for its newly built

worldwide headquarters in Munich. The Group also entered into a new contract with Aixtron for optimising

energy consumption in new headquarters in Herzogenrath encompassing an office complex and R&D center. In

2015, the Group concluded its first contract with Airbus in Germany, for the supply of multi-technical services on

five sites in the north of the country, involving a total of 370 buildings and warehouses. These services include

commissioning and maintenance of heating, ventilation and air conditioning installations, as well as everyday

maintenance of installations and the provision of round-the-clock services. Furthermore, a contract entered into

with Munich Re was extended the same year, before expiry, to 2023.

In the ICT sector, in 2016, the Group was awarded a contract for operation of IT systems at the Airbus Training

Center in Hamburg, including maintenance and operation of training rooms and IT infrastructure and media

technology for the whole center. The Group also won a contract for the installation of fire alarm and safety

64

technology as well as electrical part of medical technology in a new building complex at the Lüneburg Hospital. In

2015, the Group entered into a contract with Finanz Informatik for completion of a TIER-IV certified data center.

In order to strengthen its local presence and extend its service portfolio in Germany, the Group successfully

completed two acquisitions in Germany in 2016. In August 2016, the Group acquired several companies of the

COMNET group: with this acquisition, the Group further upgraded its skills in ICT, notably in unified

communication, IT networks management as well as fire alarm or access control systems. In September 2016, the

Group acquired GfT, based in Essen, thus further developing its ICT and Data center skills, especially in the fields

of electrical and security technology, and strengthening its presence in the Rhine-Ruhr area.

Outside Germany, the Group operates mainly in Switzerland where, with the support of roughly 600 employees

(as at December 31, 2016), it offers a wide range of multi-technical services, including through the companies

Connectis and Softix acquired in 2014 and allowing it to provide ICT services.

The Group is also active in Poland and Hungary. In August 2016, SPIE acquired AGIS Fire & Security. With this

acquisition, SPIE expanded its geographical footprint in these countries, as well as its competences in the area of

fire protection, security and building technology solutions, while allowing cross-selling potential with its other

businesses. In Poland, SPIE Polska has won the 2015 Manufacturing Excellence Award in the category “Facilities

Maintenance/ Property Management” and was elected “Facility Management Company of the Year” for the fifth

consecutive year.

In the financial year ended December 31, 2016, the Germany & Central Europe segment generated production of

€927.0 million, i.e. 18.0% of the Group’s consolidated production, and an EBITA of €45.2 million, i.e. 12.8% of

the Group’s consolidated EBITA.

On December 23, 2016, the Group announced a further step in its development in Germany & Central Europe,

with the acquisition of SAG (see Section “Description of the Acquisition and of the SAG group” of this

Prospectus).

4.4 North-Western Europe

The North-Western Europe segment mainly includes the Group’s operations in the Netherlands, the United

Kingdom and Belgium.

In the financial year ended December 31, 2016, the North-Western Europe segment generated production of

€1,374.3 million, i.e. 26.7% of the Group’s consolidated production, and an EBITA of €67.4 million, i.e. 19.1% of

the Group’s consolidated EBITA.

United Kingdom

The Group operates in the United Kingdom via its subsidiary SPIE UK which, as at December 31, 2016, had over

3,600 employees on around 40 sites, offering a range of technical and assistance services covering mechanical and

electric design, installation, testing and commissioning, as well as maintenance and long-term facilities

management.

The Group’s presence in the United Kingdom is primarily due to the acquisition of the companies Matthew Hall in

2007 and EI WHS in 2009. The Group has carried out numerous acquisitions in the United Kingdom ever since. In

2014, the Group acquired Scotshield, a company offering a range of installation and maintenance services for fire

detection, access control and CCTV. In 2015, the Group acquired Leven Energy Services, and thus expanded its

range of services to the energy distribution networks in the United Kingdom. In November 2016, it concluded the

acquisition of Trios Group, a British provider of facility and property related technical services, strengthening

significantly the Group’s geographical footprint in the United Kingdom, particularly in the central part of the

country, as well as expanding its national mobile technical facilities. Later in 2016, the Group strengthened its

M&E Services through the acquisition of Environmental Engineering Ltd and MSS Clean Technology Ltd, thus

entering the food & beverage and life sciences sectors.

65

The Group’s clients in the United Kingdom are both public sector and private sector entities; including Rolls

Royce, the British Ministry of Defense, J.P. Morgan, Scottish Power, Lloyd’s, Royal Mail Group, Boots, B&Q as

well as Semperian.

In 2016, the Group became one of the largest providers of services related to overhead lines on the electricity

distribution network in the United Kingdom. The Group was awarded its first 275 KW transmission project by

SPEN, for whom it secured the global award for service and quality. The Group also works with SSE, ENW, NIE

& UKPN and is able to offer a unique combined solution for both underground and overhead lines electrical

contracts, as well as covering water and gas network services, which have grown significantly in 2016. In 2016,

the Group also won a contract with Airbus including maintenance and repair works of Airbus’ production site in

Broughton, Cheshire, where the wings of all Airbus’ civilian aircrafts are assembled. This contract includes

planned and on demand maintenance 24 hours a day, 7 days a week, of the electrical and mechanical equipment on

the site, as well as painting rooms, compressors, boilers, sealing machines and vacuum pumps. Moreover, in 2016,

the Group has been awarded a three-year Mechanical and Electrical maintenance contract with the Design

Museum, London.

The 15 main clients of the Group in the United Kingdom represented around 54% of the Group’s production in the

United Kingdom for the financial year ended December 31, 2016.

Across a market that is still very fragmented, the Group believes it is one of the three largest players in its sector10

.

Specifically, it has developed particular expertise in 3D energy modelling, through dedicated tools that allow for

the calculation and justification of investments to improve energy performance in existing buildings, allowing it to

position itself as an EDF Energy partner in renovation contracts originating from the so-called “Green Deal”

government initiative. The Group also has strong expertise in the management of critical environment facilities

(bank trading desks, pharmaceutical production lines, data centers) and is developing the capacity to intervene in

national multi-site contracts, particularly in the retail sector.

The Netherlands

Through its subsidiary SPIE Nederland, the Group has been active in the Netherlands since 1997 in several phases

of design, installation and maintenance in various environments: network systems, energy facilities, bridges, locks,

manufacturing sites, buildings and ICT (ICT activities being operated through dedicated subsidiary Infrastructure

Services & Project B.V.). It also offers maintenance consulting services and develops inspection and maintenance

software for manufacturing facilities and networks.

As of December 31, 2016, the Group had over 25 locations in the Netherlands and approximately 3,700

employees. Its presence has been strengthened in recent years, specifically by the acquisition in 2016 of the

Aaftink group of companies, specialised in the design, installation, maintenance and repair of building related

systems for retail clients, Alewijnse Technisch Beheer, a technical services provider focusing on the technical

management of building-related installations, with a particular expertise in installation and maintenance of

electrical equipments, and of GPE Technical Services B.V., a specialist in the inspection and optimisation of steam

systems. In 2015, the Group acquired the business of Numac, a leading industrial maintenance and technical

services provider for the manufacturing industry, and the Jansen Venneboer group, an independent provider of

installation and maintenance services for wet infrastructures, for which the acquisition process was completed in

January 2016. Moreover, the acquisitions of IS&P in 2013 and Gebr. Van der Donk in 2012 allowed the Group to

offer a complete line of digital connectivity services.

The Group is active in the Netherlands for both private and public sector clients, such as KPN, TenneT, Shell, BP,

Vopak and Sitech. In 2016, the Group won a contract including the installation and maintenance related to

touchscreens of more than 500 hospital beds in Martini Hospital, in Groningen. This solution of intelligent care

shall allow patients to use the Internet, watch TV, listen to the radio, play games, order meals and use Skype. It

shall reduce the workload of medical and nursing staff and embellish the patients curing process. Also in 2016, the

10 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

66

Group was granted a five-year contract for the maintenance of the North Sea Canal by Rijkswaterstaat, the

executive agency of the Ministry of Equipment and Environment in the Netherlands. This contract includes civil

engineering works, the electro-mechanical and industrial automatization, and includes the maintenance of the

canal, its locks and De Cruquius, the largest steam-powered pumping station in Europe. Moreover, in 2016, the

Group was chosen by Heineken for the maintenance of all building-related installations in the Netherlands,

including its three breweries and its soft drinks factory. This contract covers, among other things, the maintenance

on the central heating boilers, refrigeration units, air treatment systems, emergency lighting and electrical doors.

In 2015, the Group was involved in work on extending the Botlek bridge, the highest vertical lift bridge in Europe

(energy installation and electrical operating systems), and in modernisation of the cooling system at the Dutch

subsidiary of the Sabic group, one of the leading international chemical companies.

Belgium

The Group operates in Belgium and in Luxembourg through its subsidiary SPIE Belgium, which has

approximately 15 sites in total in Belgium, and approximately 1,700 employees, allowing it to offer a global range

of multi-technical services.

Belgium is one of the Group’s oldest markets, as it has been active there since 1946. This position has been

strengthened in recent years, through several acquisitions. In 2016, SPIE Belgium finalized the acquisition of

CRIC, a company specialising in maintenance and installation in the HVAC engineering sector, and acquired

Tevean, which designs, installs and maintains electrical, security and fire protection systems for buildings. Earlier,

SPIE Belgium acquired in 2013, the Devis group, which specialises in the HVAC engineering sector (installation

and maintenance) and in 2012, the Vano group which operates in electrical projects and the solar panel installation

sector. The Group has also traditionally been present in Luxembourg in the HVAC engineering sector (installation

and maintenance).

The Group’s client portfolio is balanced, and its clients operate in the public as well as the private sectors. The

services provided by the Group are focused on high-voltage electricity, low-voltage electricity and ultra-low

voltage, instrumentation and pipelines for the manufacturing and infrastructure sectors, and also on multi-technical

services for the commercial sector. In the manufacturing sector, the Group is active with major industrial players

such as Arcelor Mittal, Dow Chemical, Datwyler, Total, J&J, Solvay, BASF, Exxon, GSK, AKZO, Engie (ex-

Electrabel) and financial players, such as ING for maintenance work and engineering projects. The Group is also

active through a number of small and medium-sized enterprises. In the area of infrastructure, the regions (Brussels,

Flanders and Wallonia) and public transport operators (the STIB in Brussels, De Lijn in Flanders and the SNCB

nationwide) are the Group’s major clients, both for engineering projects and for recurring work.

The services offered by the Group specifically relate to the maintenance of technical facilities in buildings and

transportation infrastructure (particularly tunnels and traffic information systems), the installation and maintenance

of elevators and the assembly and replacement of electricity and gas meters. In addition, the Group is a major

player in the area of HVAC engineering services, and holds a solid engineering position in the hospital and

banking sectors and in office building renovations11

.

In 2016, SPIE Belgium carried out the installation of HVAC systems for the Groeninge and Alma hospitals, as

well as the ‘Havenhuis’ building and the Elisabeth concert hall in Antwerp. In 2015, the Group carried out the

entire electricity distribution installation on the new lock at Lanaye, a strategic naval hub between France,

Belgium, in the Netherlands and Germany. It also executed a multi-technical contract for AKZO in the context of

construction of a new plant. The Group was also selected for the construction of a new hospital in Liège (HVAC

engineering works). Furthermore, the bank ING entrusted the Group with maintenance of its branches throughout

Belgium from January 1, 2016.

11 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

67

Morocco and Portugal

The Group operates in Morocco through its subsidiary SPIE Maroc, which employs approximately 800 people.

The range of services offered by the Group covers all multi-technical services and specifically includes high and

low voltage electrical equipment projects, the deployment of mobile and fixed communications infrastructure, and

the manufacture of very high-tension pylons and global system for mobile communications (GSM) through a

dedicated workshop, supplemented by a boiler and carpentry unit. The Group also offers a global range of

maintenance services.

In July 2016, the Group finalized the sale of its subsidiary TecnoSpie SA in Portugal.

4.5 Oil & Gas and Nuclear

In the financial year ended December 31, 2016, the Oil & Gas and Nuclear segment generated a production of

€589.6 million, i.e. 11.5% of the Group’s consolidated production and an EBITA of €62.6 million, i.e. 17.8.% of

the Group’s consolidated EBITA.

Oil & Gas

The Group offers a wide range of services in the Oil & Gas sector to assist its clientele, consisting of major players

in the oil sector, national oil companies, independent oil companies, manufacturers and engineering companies,

particularly in the refining, chemical and petrochemical industries as well as energy production.

The Group believes it is one of the leading global players in its reference markets in services for the oil and gas

industry12

. Its activities cover four principal business lines: well and geo-sciences services, EPC (Engineering,

Procurement and Construction) projects and related services, operations support and skills development. Through

its subsidiary SPIE Oil & Gas Services, the Group provides services and expertise in the phases of exploration,

onshore and offshore production, and refining and petrochemicals.

More specifically, the Group offers a range of products and services for drilling, operations support and well

maintenance. The services it offers also include the management and interpretation of geophysical data, geological

modelling and reservoir simulation, the provision of equipment and personnel during the phases of exploration,

production and field development, including providing and managing pipelines (known as OCTG activities, Oil

Country Tubular Goods), performed in Angola through the SONAID joint venture, as well as setting up machine

shops in the proximity of operating sites.

SONAID joint venture’s activity has been particularly affected in 2016 by the significant reduction of oil

exploration developments.

The Group’s range of services also includes engineering services and delivery of solutions for onshore and

offshore facilities during all phases of a project. This specifically includes consulting and auditing, installation and

technical support for telecommunications and control systems, and security for production facilities and pipelines.

The Group also offers a wide range of services to support the operation and maintenance of onshore and offshore

petroleum facilities. It is active in the commissioning of operating sites, by providing personnel and software to

accelerate the development of project documentation and improve management, performance and safety during

project execution. The Group also offers maintenance services. The Group’s contributions to maintenance may

also be combined with support for production operations (commissioning, quality control etc.). Finally, the Group

provides dedicated maintenance and repair services for revolving machinery, and treatment solutions for

contaminated soil and the cleaning of oil tanks. The Group’s services also include pollution clean-up and polluted

site rehabilitation.

12 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

68

On offshore sites, the Group has been responsible, for over a year, for maintaining the Akpo floating production,

storage and offloading (FPSO) unit in Nigeria, operated by Total. This contract includes electricity,

instrumentation, mechanical, heating, ventilation, climate control, control systems and security equipment for the

facility, as well as turbine maintenance.

In 2016, the Group finalized commissioning, start-up and personnel training work for the Saudi Aramco group in

Saudi Arabia, at one of the world’s largest refineries, at Yanbu. SPIE Oil & Gas Services also won two four-year

service contracts, concerning maintenance services (prediction, prevention, routine maintenance and revision),

emergency repair and exploitation services for the onshore facilities of Dolphin Energy Limited in Ras Laffan,

Qatar, covering buildings, fences and streets lighting systems. Moreover, SPIE Oil & Gas Services won a

commissioning contract for the Kuwait National Petroleum Company (“KNPC”), in the context of the

modernization program “Clean Fuel Project” in two over three of KNPC’s refineries.

Also in 2016, the Group has been awarded a significant two-year contract by Sonatrach TRC in Algeria, for the

modernization of SCADA systems (Supervisory Control And Data Acquisition) and transmission of the GO1,

GO2 and GO3 pipelines between Hassi R ‘Mel and Oued Saf Saf. This contract covers design, supply, materials

transportation, installation and commissioning of optic transmission equipment, surveillance system and solar

energy systems on 37 sites along the pipelines.

Finally, the Group is developing and providing solutions for skills development, specifically by hiring and training

teams on behalf of a number of international oil and/or gas groups. The Group has developed candidate selection

processes for a large number of complex projects covering all operating and maintenance activities. The Group has

also developed services that include the creation of training centers, specifically intended for oil businesses that, in

a number of countries, are experiencing heightened pressure to reduce their dependence on expatriate personnel

and increase their use of domestic teams.

In the financial year ended December 31, 2016, the Group mobilised more than 3,000 individuals to offer services

in more than 30 countries through subsidiaries and branches in four regions of the world: Europe (France, Belgium

and the United Kingdom), Africa (specifically Algeria, Angola, Congo, Gabon, Chad and Nigeria) where the main

part of the Group’s Oil & Gas production is generated, Asia-Pacific (specifically Australia, Indonesia, Malaysia,

Bangladesh, Myanmar, Brunei and Thailand) and the Middle East (specifically the United Arab Emirates, Iraq,

Qatar, Yemen, Saudi Arabia and Kuwait) which represents a fourth of its Oil & Gas activities. Finally, the Group is

pursuing a policy of dynamic growth; specifically, in 2013 it acquired the Plexal Group, an engineering business

based in Australia, Thailand and Bangladesh.

Growth in the Group’s activities in the Oil & Gas sector is partially due to its historic links to the Total group,

which remains the Group’s largest client in this sector. The Group also has solid links with other major players in

the petroleum and gas industry, such as Chevron, BP, ENI, ExxonMobil and Shell. Its clients also include national

oil companies, such as Sonatrach (Algeria), Qatargaz (Qatar) and Sonangol (Angola). Finally, it works through

engineering companies (including Technip), construction companies (including Ponticelli), service companies

(such as Schlumberger), and petrochemical and manufacturing companies.

In line with its strategy, the Group has continued in 2016 to develop its competences in maintenance,

commissioning, projects and training in sectors related to the oil industry, such as the refining, petrochemical, and

pharmaceutical and in energy production sectors. The acceleration of such diversification in sectors where it

operates should allow the Group, in the short term, to mitigate the decrease in activity levels caused by the oil

crisis observed over the past years.

Nuclear

The Group is a long-time player in the French nuclear sector, having participated in the construction of the 58

French nuclear reactors. Supported by its subsidiary SPIE Nucléaire, the Group has assisted nuclear fuel cycle

operators for over thirty years, both in France and internationally.

69

The Group believes that it was one of the three largest players in nuclear industry services in 2016 in France13

.

Through the services it offers, the Group contributes to virtually the entire nuclear fuel cycle: from manufacturing

to reprocessing-recycling of nuclear fuel, from waste conditioning and storage, to the decommissioning of nuclear

facilities.

The Group offers engineering solutions for the entire life-span of facilities, as well as electrical engineering,

mechanical engineering and HVAC engineering services. Its offerings cover the following areas of activity: new

construction, operating facilities (nuclear plants, plants in the fuel cycle), maintenance, nuclear facility

management, and dismantling.

In new construction, since 2007 the Group has worked with EDF, in the construction of the EPR at the

Flamanville site in France, a third-generation nuclear reactor, where it is responsible for general electrical

facilities, including studies, procurements, assembly (cable conduits, cable suspension and connection). 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).

The Group is also active in work involving the improvement or reinvestment of operating sites. In this area, the

Group was granted by EDF a contract covering the renovation of the radiation protection systems of all the nuclear

power plants in France, as part of the Grand Carénage renovation project, the major investment programme

deployed by EDF to improve the safety and availability of its nuclear plants with a view to obtaining

authorizations to extend the facilities’ lifetime beyond 40 years. This programme specifically includes replacing

steam generators, monitoring risk of fire, modernizing the control center, and addressing the obsolescence of

materials. In this business, the Group obtained several contracts and shall in particular replace more than 200

refrigeration units over the next ten years, over the entire French electro nuclear plants.

The Group also contributes to the upgrades required by the French Nuclear Safety Authority (the “ASN”)

following the Fukushima accident, which concern all nuclear operators, and more specifically EDF, operator of the

French electronuclear plants. The major civil works related to renovations of the facilities are aimed at ensuring

supplies of electrical power to the facilities under extreme conditions, maintaining cooling functions (with the

implementation of water reserves), ensuring the integrity of protection barriers (verification of resistance to

seismic events) and strengthening facility escape capacity and emergency interventions (construction of local crisis

centers and implementation of the nuclear rapid response force).

The Group offers maintenance services for all its clients in all areas of electricity, instrumentation, control center

and mechanics. In 2015, the Group became a major actor in the mechanical activities, through taking a significant

part of activity in tap-maintenance and rotating machine maintenance. In 2013, the Group accepted the

maintenance contract for the manufacturing processes at Areva’s Melox plant in France, which expires in 2017, as

well as the maintenance contracts for the emergency diesel generators on several EDF sites. Contracts in these

activities are multiannual and attributed for five - to seven-year terms.

More recently, the Group has become active in contracts covering all services involving logistical support to

operators and participants for a given site, i.e. transmission-maintenance, radiation protection, tools management,

management of waste measures, confinement, and assistance to participants. In 2016, the Group was chosen by

EDF for the renovation of radiation protection systems for all nuclear plants in France.

Moreover, the Group is engaged in activities related to facilities dismantling. Specifically, the Group undertakes

studies of dismantling scenarios or safety studies, and provides complete dismantling services. The Group has

notably been active at the EDF sites in Bugey and Creys-Malville, as well as at the Areva sites in Pierrelatte, in

Tricastin and in La Hague.

13 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

70

The Group also offers engineering services such as the manufacturing and implementation of mechanical units

(glove boxes, nuclearisation of manufacturing equipment) and specialized tooling (intervention robots, cutting

tools) that satisfy the requirements for intervention scenarios in hostile and/or confined environments.

During the financial year ended December 31, 2016, the Group mobilised approximately 2,000 individuals on 53

sites, including 34 client sites, to address the needs of its clients, the largest of which include EDF, Areva and the

Atomic Energy and Alternative Energies Commission (Commissariat à l’Energie Atomique et aux Energies

Alternatives). Services to the nuclear industry are thus primarily provided by the Group in France.

5. Group structure chart as of December 31, 2016

Percentages mentioned in the organizational chart below present holdings in terms of share capital and voting

rights of the Issuer as of December 31, 2016.

*Guarantors for the purpose of the Bonds.

Structure that will be put in place post-closing of the Acquisition.

71

6. Governance

The table below sets out the members of the board of directors of the Issuer at the date of this Prospectus, as well

as the offices held by the members of the board outside the Group.

Name Nationality Expiration date of

the term of office

Principal duty

performed in

the Issuer

Principal terms of office and duties

performed outside the Group

Gauthier Louette French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Chairman of the

Board of

Directors and

Chief Executive

Officer

Not applicable

Denis Chêne French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director Not applicable

Nathalie

Palladitcheff(1)

French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2018

Director Not applicable

Roberto Quarta(2) American/

Italian

General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director - 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

Christian

Rochat(2)

Swiss General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director - Member of the Board of Directors of

Exova Group Plc (listed company)

- Partner of Clayton, Dubilier & Rice

Ltd

- Director of Clayton, Dubilier & Rice

Ltd

- Director of Tabasco Cooperatieve

B.A.

Gabrielle van

Klaveren-Hessel(3)

Dutch General meeting

approving the

financial statements

for the financial

year ended

December 31, 2018

Director Not applicable

Michel Bleitrach(4) French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director - Vice-Chairman of Albioma (listed

company)

- Member of the Supervisory Board of

JC Decaux (listed company)

- Member of the Supervisory Board of

Socotec

- Chairman of the Supervisory Board of

Indigo (formerly Vincipark)

72

Name Nationality Expiration date of

the term of office

Principal duty

performed in

the Issuer

Principal terms of office and duties

performed outside the Group

Sir Peter Mason(4) British General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Senior

Independent

Director

- Chairman of Thames Water Utilities

Limited

- Chairman of AGS Airports

- Chairman of Kemble Water Holdings

Limited

- Member of the Board of Directors of

SUBSEA 7 SA (listed company)

Sophie Stabile(4) French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director - Member of the Supervisory Board of

Altamir

- Member of the Supervisory Board of

Unibail-Rodamco (listed company)

Regine

Stachelhaus(4)

German General meeting

approving the

financial statements

for the financial

year ended

December 31, 2017

Director - Member of Board of Directors of

Computacenter Hatfield UK

- Member of the Supervisory Board of

Metro AG Düsseldorf Germany

- Member of the Supervisory Board of

Covestro AG Leverkusen Germany

Daniel Boscari(5) French General meeting

approving the

financial statements

for the financial

year ended

December 31, 2018

Director Not applicable

(1) Director named on the proposal of Caisse de Dépôt et Placement du Québec.

(2) Directors named on the proposal of Clayton, Dubilier & Rice.

(3) Director representing FCPE SPIE Actionnariat.

(4) Independent Directors as defined by the Afep-Medef Corporate Governance Code.

(5) Directors representing Group employees.

All the members of board of directors of the Issuer are domiciled at 10, avenue de l’Entreprise, 95863 Cergy

Pontoise Cedex, France.

7. Conflicts of interest

To the Issuer’s knowledge, there are no potential conflicts of interest between any duties of the members of the

Board of Directors and the Chairman and CEO to the Issuer and their private interests and/or other duties as of the

date of this Prospectus.

73

8. Shareholding structure

The following table shows the distribution of the capital of the Issuer on December 31, 2016:

Shareholding

Shareholders Number of shares % of capital Number of voting

rights % of voting rights

Clayax Acquisition

Luxembourg 5 S.C.A.(1) 39,314,839 25.52% 39,314,839 25.52%

Managers(2) 11,955,291 7.76% 11,955,291 7.76%

- of which Mr. Gauthier

Louette 2,434,396 1.58% 2,434,396 1.58%

-of which Mr. Denis Chêne 1,030,634 0.67% 1,030,634 0.67%

Caisse de Dépôt et

Placement du Québec(3) 20,369,031 13.22% 20,369,031 13.22%

Employee shareholding(4) 5,973,763 3.88% 5,973,763 3.88%

Public 76,462,842 49.63% 76,462,842 49.63%

Treasury shares 390 0.0% 0 0.0%

Total 154,076,156 100% 154,075,766 100%

(1) Clayax Acquisition Luxembourg 5 SCA is held at 78.8% by funds controlled, managed or advised by Clayton, Dubilier & Rice, and at 21.2% by funds controlled, managed or advised by Ardian.

(2) Former and current Group executives and managers.

(3) Shareholding held directly by the Caisse de Dépôt et Placement du Québec.

(4) Shares held by Group employees, either directly or through the FCPE SPIE Actionnariat 2011/2015.

On March 14, 2017, Clayax Acquisition Luxembourg 5 S.C.A and Caisse de Dépôt et Placement du Québec sold a

total number of 15,500,000 shares of the Issuer, representing approximately 10.1 % of the share capital and voting

rights of the Issuer, by way of a private placement with an accelerated bookbuilding.

9. Legal proceedings and arbitration

Due to the complex nature of the services provided by the Group and the multiplicity of its customers, the Group

may be involved in legal, arbitration, administrative or regulatory proceedings in the normal course of its business.

The Group records a provision as soon as there is sufficient probability that such disputes result in costs to be paid

by the Issuer or by one of its subsidiaries, and the amount of such costs can be reasonably estimated.

As of the date of this Prospectus, the Group has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which the Group is aware), other

than those described below, during a period covering at least the previous 12 months which may have, or have had

in the recent past, significant effects on the Issuer’s and/or the Group’s financial position or profitability.

As of December 31, 2016, the total amount of the Group’s provisions for litigation amounted to €41.9 million.

74

9.1 Anti-competitive practices in South-Western France

In a decision in October 2011, the French competition authority (Autorité de la concurrence française, the ADLC)

convicted ten companies, including SPIE Sud-Ouest, on the grounds that between 2003 and 2005, 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. The ADLC ruled that artificially high prices

resulted from those practices and ordered SPIE Sud-Ouest to pay a fine of €5.1 million. In November 2011, SPIE

Sud-Ouest filed an appeal of this decision before the Paris Court of Appeal, contesting the grounds of the sentence

and the amount of the fine. However, in 2012, SPIE Sud-Ouest paid the fine it was ordered to pay. 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, for certain disputes, up to 90% of amounts paid by the Group as

a result of a court order, the “AMEC Indemnity Undertaking”). In March 2013, the Paris Court of Appeal

dismissed the appeal of SPIE Sud-Ouest which therefore filed an appeal before the French Supreme Court (Cour

de cassation).

In a judgment dated October 2014, the French Supreme Court reversed the decision of the Paris Court of Appeal

of March 2013, but only regarding the confirmation of the amount of the penalty imposed against SPIE Sud-Ouest,

and sent the parties back to the Paris Court of Appeal sitting in a different formation. In a decision dated January

2016, the Paris Court of Appeal reduced the monetary sanction of SPIE Sud-Ouest to an amount of €4.5 million.

This decision is being appealed before the French Supreme Court (Cour de cassation).

9.2 Recourse of the Île-de-France Region – Lycées of Île-de-France

In a decision of May 2007, the French Competition Council (Conseil de la concurrence), which became the

ADLC, convicted several companies, including SPIE Operations, on the grounds that between 1991 and 1996,

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. In February 2010, on the basis of this ruling, the Île-de-France

Region filed a claim before the Paris Civil Court of First Instance (Tribunal de grande instance) that the involved

companies and individuals be ordered to pay the region the sum of €358.8 million, an amount subsequently

reduced to €232.1 million, together with interest at the statutory rate since July 1997, in respect of the losses it

claimed to have suffered as a result of these illegal agreements. In December 2013, 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. In

January 2014, the Île-de-France Region appealed the ruling before the Paris Court of Appeal.

In October 2014, 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. By a decision dated June 2015, the Paris Court

of Appeal rejected the denial of jurisdiction. By an order dated July 2015, the Préfet of the Île-de-France Region

then escalated the conflict. By a decision dated November 2015, 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.

The Conflict Court having decided on the administrative jurisdictions having jurisdiction over this case, the

Administrative Court will now be in charge of examining the case.

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. In addition, the Group believes that these proceedings are covered by

the AMEC Indemnity Undertaking.

9.3 Recourse by SNCF – EOLE

In a decision in March 2006, the French Competition Council, which became the ADLC, convicted several

companies, including SPIE Operations, 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. On the basis of

this ruling, which was confirmed by a decision of the French Supreme Court (Cour de cassation) in October 2009,

75

SNCF, the French national railway operator, 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 €59.6 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. In July 2014, the Clerk’s office of

the Administrative Court of Paris (Greffe du tribunal administratif de Paris) sent to the relevant companies, which

include subsidiaries of the Group, a new supplementary and recapitulative brief from SNCF. SNCF requested the

cancellation of 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, including SPIE Operations, to pay an amount of approximately €197.7 million, which

corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. 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 Operations to pay an amount of approximately €281.4

million, which corresponds to the amounts paid by SNCF to these companies pursuant to this Lot. SNCF also

requested from the Administrative Court of Paris a joint order against these companies to guarantee the payment of

the abovementioned amounts requested, up to the amount of the cost overruns, namely €33.9 million for the Lot

34B and €37.2 million for the Lot 37B, 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.

In February 2016, a settlement agreement was reached between all the companies (including SPIE Operations),

except for a few, and SNCF, by which the parties withdrew their claims. In a decision in May 2016, the French

Administrative Court of Paris (Tribunal administratif de Paris) accepted the withdrawal of the claims and

proceedings of the parties under the settlement agreement and rejected SNCF’s claim for indemnification for the

loss it had allegedly suffered as a result of the anti-competitive practices.

In July 2016, SNCF filed a petition with the Paris Administrative Court of Appeals (Cour administrative d’appel

de Paris) to overturn the decision of the French Administrative Court of Paris (Tribunal administratif de Paris)

which rejected its claims for indemnification against the companies not involved in the settlement agreement and

requested that such companies be forced to compensate SNCF for the loss it allegedly suffered as a result of the

above mentioned anti-competitive practices. These companies also filed a petition with the Paris Administrative

Court of Appeals (Cour administrative d’appel de Paris) for the cancellation of the decision of the French

Administrative Court of Paris (Tribunal administratif de Paris) which acknowledges the withdrawals of the parties

to the settlement agreement and SNCF and the confirmation of the dismissal of SNCF’s claim for indemnification.

The Group believes that these proceedings are covered by the AMEC Indemnity Undertaking.

9.4 Investigation in the context of bid tenders launched in the public lighting sector in Ardèche

(France)

In November 2013, pursuant to an inquiry request from the French Ministry of the Economy and Finance, and a

request from the DIRECCTE14

of Rhône-Alpes citing five bid tenders launched in the public lighting sector in

Ardèche, inspections and seizures were performed in 11 companies, including one branch of SPIE Sud-Est. At the

date of this Prospectus, no complaint or charges have been notified to SPIE Sud-Est.

9.5 Investigation in the context of a market in Finistère (France)

In January 2015, 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 the award of some markets relating to the

building of a plant in Finistère in 2013. At the date of this Prospectus, no claim has been notified to

SPIE Ouest-Centre.

14 Direction Régionale des Entreprises, de la Concurrence, de la Consommation, du Travail et de l’Emploi.

76

10. Material contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, the Issuer has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in any member

of the Group being under an obligation or entitlement that is material to the Issuer’s ability to meet its obligations

to Bondholders in respect of the Bonds.

11. Information from third parties, expert declarations and declarations of interests

Not applicable.

77

DESCRIPTION OF THE ACQUISITION AND OF THE SAG GROUP

The following information about SAG, its activities and financial results is based on information provided by SAG

in the course of the acquisition process and on information that has been made publicly available by SAG. The

financial information related to SAG relating to the financial year ended December 31, 2016 has been extracted

or is derived from the audited consolidated financial statements of SAG prepared in accordance with International

Financial Reporting Standards as adopted by the European Union. These financial statements have been audited

by PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft.

On December 23, 2016, the Issuer entered into a sale and purchase agreement (the “Acquisition Agreement”) in

relation to the acquisition of SAG Vermögensverwaltung GmbH and its subsidiaries (together, “SAG”) (the

“Acquisition”). The completion of the Acquisition is contemplated by the end of March 2017, subject to usual

condition precedents and antitrust approval by the European Commission.

The Acquisition implies certain risks for the Group which are further described in Section “Risk Factors – 6. Risks

relating to the acquisition of SAG” of this Prospectus.

1. Presentation of SAG

Introduction

SAG is a major player in services and systems supply for electrical power, gas, water and telecommunications

networks. It was founded in 1916 by the railway construction company Becker & Co., in Berlin, to develop

electrification infrastructure in the cities and in the countryside. In 2005, all energy technology activities of RWE

Solutions were centralised under the umbrella of SAG through a spin-off of such activities. As a century-long

service provider for energy infrastructure in Europe, SAG played a major role in shaping the German energy

infrastructure. Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.

As at the date of this Prospectus, SAG employs approximately 8,000 full-time employees across its locations.

For the financial year ended December 31, 2016 SAG generated consolidated revenue of €1,325 million,

consolidated adjusted EBITDA15

of €104 million (i.e., an EBITDA margin of 7.8%) and consolidated EBITA16

of

€77 million (i.e., an EBITA margin of 5.8%).

As of December 31, 2016 the total financial debt17

of SAG amounted to €480 million.

Principal activities of SAG

SAG is a leading European provider of mission-critical energy infrastructure services and its activities are

primarily focused on servicing power transmission and distribution grid and covers the full energy infrastructure

value chain, from the production of electrical power to the provision of such electricity both to private and

industrial customers. SAG offers a comprehensive range of services to new facilities (such as consultancy and

design, engineering and procurement and installation) and asset support services (such as maintenance services,

upgrades and modifications and replacement). SAG operates primarily in Germany, Central & Eastern Europe

(Hungary, the Czech Republic, Slovakia and Poland) and France.

In Germany, SAG provides three categories of services: distribution grid services, high voltage services and gas &

near shores services, which represented approximately 45%, 15% and 14% respectively of SAG’s consolidated

revenues for the financial year ended December 31, 2016. As regards distribution grid services, SAG benefits from

15 The adjusted EBITDA represents the income generated by SAG’s permanent operations before tax and financial income

and adjusted for special items. 16 The adjusted EBITA represents the adjusted EBITDA less depreciation/amortization of tangible and intangible assets (not

including depreciation/amortization of customer base). 17 Total financial debt corresponds to the sum of current and non-current financial liabilities due to related parties and current

and non-current liabilities due to third parties.

78

a large scale service organization enabling it to provide a complete service offering for medium and low voltage

power grids as well as piping systems for distribution system operators and industrial customers. As regards high

voltage services, SAG benefits from technical expertise for transmission system operators and provides a full

service offering for EHV/HV18

overhead lines and EHV/HV/MV18

substations, auxiliary plants and protection and

control technology. As regards the gas & near shores services, SAG has a leading market position in near-shore

cabling and provides a full service offering for gas infrastructure, gas fuelling stations as well as pipeline/HV land

cable maintenance. For the financial year ended December 31, 2016, Germany represented 74% of the

consolidated revenues of SAG.

In Central & Eastern Europe, SAG has a leading presence in the Czech Republic, Slovakia, Poland and Hungary

and provides a full service offering for high voltage transmission lines and high/medium voltage substations. For

the financial year ended December 31, 2016, Central & Eastern Europe represented 15% of the consolidated

revenues of SAG.

In France, which is one of Europe’s largest markets, SAG has succeeded to establish a stable and relevant

footprint. It provides a complete service offering for MV/LV power grids as well as EHV/HV transmission lines

and cable/piping systems. For the financial year ended December 31, 2016, France represented 11% of the

consolidated revenues of SAG.

Client portfolios

As a century-long service provider to energy infrastructure in Europe, SAG has established diversified and long-

standing client relationships.

For the financial year ended December 31, 2016, SAG’s client base in Germany was composed of clients in the

following sectors: 49% from distribution system operators, 16% from special industries & other (i.e. railway,

telecommunications, renewable energy companies, pipeline operators etc.), 18% from transmission system

operators, 12% from industrial and commercial, 5% from the public sector. These clients include major energy

players such as RWE/Innogy, E.ON, EnBW, EWE and Vattenfall. In Eastern Europe, SAG clients are

transmission system operators and leading distribution system operators in its respective countries.

SAG has established long-standing client relationships for the financial year ended December 31, 2016,

approximately 60% of SAG’s consolidated revenue in Germany was derived from clients with whom SAG has

worked with for more than 10 years; approximately 32% with clients with whom SAG has worked with for less

than 5 years, resulting in a share of approximately 8% with clients with whom SAG has worked for 5 to 10 years.

In addition, SAG has a low client concentration, with its top 10 accounts amounting to approximately 48% of its

revenue.

Business model

SAG has developed a partnership driven business with safety at the heart of its corporate DNA. The majority of

SAG revenues are derived from stable framework business based on longstanding client relationships. For the

financial year ended December 31, 2016, framework contracts (with a duration between 1 year and 8 years)

represented approximately 41% of SAG’s consolidated revenues with a median order size in Germany of

approximately €79,000. For the same period, add-on services in the context of framework business represented

approximately 11% of SAG’s consolidated revenues, with a median order size in Germany of approximately

€67,000 (with a duration between 4 months and 12 months). Finally, non-framework business of SAG represented

approximately 48% of its consolidated revenues, with a median order size in Germany of approximately €80,000

(with a duration between 10 months and 3 years).

SAG benefits from a highly cash generative profile with low capital expenditure and negative working capital

requirement. For the financial year ended December 31, 2016, the total amount of SAG’s capital expenditures19

18 EHV: extra high voltage; HV: high voltage; MV: medium voltage; LV: low voltage. 19 Total consolidated capital investments of SAG.

79

amounted to €24.8 million, or approximately 1.9% of its revenues. As a result, SAG cash conversion ratio was

102% for the financial year ended December 31, 2016, in line with SPIE’s performance.

Market position

As at the date of this Prospectus, SAG holds leading positions in key European markets such as Germany,

Hungary, Slovakia and the Czech Republic. In addition, SAG has established a strong footprint in Poland and

France. It is present nation-wide in Germany with approximately 120 locations and holds approximately 50

locations in the rest of Europe.

For the financial year ended December 31, 2016, SAG’s revenue breakdown per geography was as follow: 74%

for Germany, 15% for Central Europe and 11% for France.

In the context of the Acquisition, the Group has identified strong long term growth dynamics in the energy

services market which should support SAG’s development in the coming years and integrate in the Group’s

growth drivers, including:

Renewal of ageing infrastructure: the majority of existing European grid infrastructure has been installed

before the mid-1980s and will reach the end of its lifecycle within the next 10-20 years.

Shift of renewables and decentralised power generation: renewable energy sources are expected to dominate

the European power generation market particularly in Germany. Substantial investments in the German grid

are therefore expected for connection of decentralized renewable energy sources.

Regulation: the liberalization of European energy markets drives the implementation of Europe-wide “super

grid” and the European regulatory framework supports and enhances extensive investment in electricity

grids.

Digitalisation / smart technologies / grid automation: development of new technologies to generate, store,

distribute and use power and further leverage multi-case uses as well as development of new IT-based

technologies (e.g. smart devices).

With these trends, the Group estimates that in SAG’s addressable markets in Germany between 2016 and 202020

:

the power transmission services market could grow at an average annual growth rate (CAGR) of 3% to 4%;

the power distribution services market could grow at a CAGR of 2% to 3%; and

the near-shore services market could grow by approximately 2%.

2. Presentation of the Acquisition

Purpose of the Acquisition

The Group considers that the combination of its activities and SAG’s activities will create a German leader in

multi-technical services, sharing the key success factors of the Issuer model, based on a wide range of

complementary technical capabilities, a diversified client base and a densified geographical footprint. It will also

provide to the Group a gateway for further expansion into Central Europe. With strong exposure to long-term

growth drivers, potential for further targeted bolt-on acquisitions, and significant cost synergies planned, this new

platform should be well poised to deliver long-term revenue growth and margin expansion for the Group. The

Group believes that well-matched, deeply ingrained corporate cultures, strong similarities in business model, and

full commitment from SAG management should ensure a smooth integration process.

20 Issuer’s estimates based on public information including Bundesnetzagentur, BDEW and SAG’s filings.

80

On a pro forma basis (including SAG as if it had been acquired as of January 1, 2016), the Group would have

generated consolidated production of €6,469.8 million and consolidated EBITA of €429.3 million for the financial

year ended December 31, 2016, compared to €5,144.5 million and €352.4 million respectively on an historical

basis.

Synergies

The Issuer expects the Acquisition to create significant cost synergies in procurements, since the Acquisition will

lead to the purchase of higher volumes and will therefore lead to larger rebates, and the centralization of buying

functions. The Issuer also expects other cost synergies as a result of the optimization and integration of corporate

functions, as well as the integration of real estate and non-payroll general and administrative expenses. Finally, the

Acquisition will increase the Group network density and enable the Group to make efficiency gains.

In this context, the Issuer expects to deliver pre-tax synergies of approximately €20 million in procurement,

administrative and other operating expenses over two years.

Integration of SAG into the Group

In the past, the Group has already demonstrated its ability to complete major acquisitions leading to successful

integration of acquired companies, especially in its Germany & Central Europe segment. For instance, in Germany

& Central Europe, the Group completed one major acquisition in 2013 (the services solutions business of Hochtief

which represented revenues of €700 million in 2012), one bolt-on acquisition in 2014 (Fleischhauer), two bolt-on

acquisitions in 2015 (Hartmann and Cromm & Co), three bolt-on acquisitions in 2016 (several companies of the

COMNET group, GfT and AGIS Fire & Security).

The Group expects to implement its integration policy to the SAG acquisition in order to ensure a smooth and

rapid integration within the Group, thus strengthening its Germany & Central Europe segment as the Group’s

second pillar.

Indicative timetable

The Group expects to complete the Acquisition by the end of March 2017, subject to antitrust approval by the

European Commission.

Acquisition price

The transaction is valued at approximately €850 million, including the cash consideration of €460 million and a

post-tax net pension liability of €390 million21

. It is expected to be accretive as from 2017, with a positive impact

on adjusted EPS22

of approximately 10% in 2017.

The implied transaction multiples are 11.0x 2016 EBITA pre synergies, and 8.8x post run-rate synergies.

Financing of the Acquisition

The Acquisition will be financed with a portion of the proceeds from the Bonds offering (see Section “Use of

Proceeds” of this Prospectus).

The impact on the Issuer’s net financial debt will be limited to €460 million with a pro forma net debt/ EBITDA

leverage ratio as of December 31, 2016 of 2.8x. The cash generative profile of both the Issuer and SAG should

allow for steady deleveraging going forward, while continuing to pursue the Group’s bolt-on acquisition strategy.

21 Including a €455 million IFRS net provision and €(65) million of deferred tax assets. The closed defined benefit pension

plan of SAG represents an annual service cost of €2 million, interest cost of €11 million and actual cash outflow of €12

million. The estimated liability is computed using a 2.1% discount rate.

22 Earnings per share, fully diluted, adjusted for intangible amortization and exceptional items.

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INDUSTRY

The Group is the independent European leader in multi-technical services23

, 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. The European multi-technical services market is characterized by high disparities depending on the

country; therefore the presentation below sets forth an analysis of the markets with regards to the main countries in

which it has a presence.

As of the date of this Prospectus, the Group is the leading independent player in France23

. The Group also benefits

from a strong and growing presence in Germany, the Netherlands, Belgium, the United Kingdom and Switzerland,

where it considers itself to be amongst the main players.

1. Multi-Technical Services

The Group is developing its offerings of multi-technical services in France, Germany, Switzerland, Central Europe

(Poland and Hungary) and North-Western Europe (the United Kingdom, the Netherlands and Belgium). In each of

these countries, the multi-technical services market is made up of the following end-markets:

– tertiary sector: comprising mainly office buildings, retail and healthcare;

– industry sector: including in particular pharmaceuticals, petro-chemicals, automotive and aerospace;

– infrastructure: including energy, transport and telecommunications infrastructure operated mainly by large

national companies;

– local authorities: including all public buildings (excluding hospitals) and infrastructures owned by regional

and municipal authorities (schools, research centers, libraries, city halls, public lighting, etc.); and

– residential buildings: where the Group has a limited presence, mostly addressed by small local players.

1.1 France

Market trends

After a strong decline in 2015, the activity within the public sector of the French multi-technical services market

has stabilized in 2016. In the private sector, certain market segments, such as aerospace or pharmaceutical

industry, demonstrated resilience whereas the competition remained vigorous on other market segments, such as

the services sector.

Competitive environment

The French multi-technical services market is structured around four types of players:

– large subsidiaries of leading French construction groups (Vinci Energies, Eiffage Energie, Bouygues E&S);

– subsidiaries of energy groups (Engie, EDF);

– large national independent players (SPIE, SNEF); and

– a large number of small and medium-sized regional and local players, basing their strategy on proximity and

customer relationships.

Major players now offer all types of services and cover all end-customer markets. In 2016, in a French market that

is still fragmented, although more consolidated than other European markets, the Group believes it is the third

largest player23

.

23 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by

the Group’s main competitors for the financial year ended December 31, 2016.

82

1.2 Germany & Central Europe

Germany

Market trends

Since the acquisition of the Hochtief Service Solutions activities in 2013, Germany is the Group’s second-largest

market. After having seen a growth of approximately 5% per year over the period from 2010 to 2016, the German

multi-technical services market should continue to grow in the coming years24

, boosted by the development in

outsourcing and subcontracting technical services. In fact, 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.

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, Engie ROM Technik);

technical facilities management players (SPIE, Apleona, Strabag, Wisag);

energy management service providers (SPIE, Engie, Getec, public and private energy suppliers);

specialised industrial services providers (Bilfinger, Wisag, Leadec, Veltec (formerly Voith Industrial

Services));

integrated non-technical facilities management players with focus on soft-services, for example cleaning and

catering (Sodexo, Wisag, Compass, Dussmann); and

various small and medium-sized regional and local players, especially in the fields of M&E and ICT.

In 2016, the Group believes it is the fifth largest player in facilities management in Germany (on the relevant

market for renovation and maintenance business). The market is highly fragmented, even though the largest

players have grown by engaging in various acquisitions in recent years.

Pressure from competition is still a major issue on the German market, in a context where the various players seek

to progressively penetrate their competitors’ service segments.

On December 23, 2016, the Group announced a further step in its development in Germany, with the acquisition

of the SAG group, a major player in services and systems supply for electrical power, gas, water and

telecommunications networks (see Section “Description of the Acquisition and of the SAG group” of this

Prospectus).

1.3 North-Western Europe

United Kingdom

Market trends

In 2016, the M&E sector has started to benefit from growing demand as construction activity and consumer and

business confidence was restored following a prolonged recession. However, the Brexit vote has delayed some

investment decisions, and there is a potential for further uncertainty as Brexit negotiations go forward in 2017.

There remain, however, opportunities to drive the sector forward, including renewed government commitment to

infrastructure projects and potential new maintenance contracts.

24

Source Lünendonk-Study 2016 - Facility Service

83

Competitive environment

The United Kingdom multi-technical services market is structured around four types of players:

– integrated construction groups (Balfour Beatty, Skanska, Laing O’Rourke);

– multi-technical service specialists (NG Bailey, SPIE, Forth Electrical, Imtech, T. Clarke, Lorne Stewart);

– operators core in other services with M&E offering (SSE, InterServe); and

– a large number of small and medium-sized regional and local players.

The United Kingdom multi-technical market is highly fragmented. The Group believes it is one of the three largest

players in the United Kingdom multi-technical market25

.

The Netherlands

Market trends

In 2016, the Dutch market remained contrasted with notably a positive trend regarding activities related to the

energy sector and a less favourable situation within the services sector.

In the coming years, the Dutch multi-technical services market should in particular benefit from a large grid

renovation program, as well as an expected upturn in the installation market.

Competitive environment

In 2016, the Group believes it is the second largest player in the Dutch multi-technical services market which is

rather fragmented25

.

Belgium

Market trends

In 2016, the Belgian multi-technical services slightly increased. The main growth factors of the Belgian multi-

technical services market are increased outsourcing of multi-technical services by industrial and tertiary clients,

renewal and transformation of the industrial network, and also investment in the health sector.

Competitive environment

The Belgian multi-technical services market is primarily addressed by international groups. In 2016, the Group

believes it is the third largest player in the Belgian market25

.

2. Communications

The Group operates on the Information & Communications Technology Services markets, which covers:

infrastructures for telecommunications (which is comprised in the multi-technical services offer as

referred to in Section “Industry – 1. Multi-Technical Services” of this Prospectus); and

infrastructures for networks and information systems, and communications, video and data application

services, primarily in France, Germany, Switzerland and the Netherlands (as referred to in the present

Section of this Prospectus).

25 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by

the Group’s main competitors for the financial year ended December 31, 2016.

84

Market trends

Regarding the communication services, the main medium-term growth factors on this market are cloud computing,

which is the principal enabler of the digital transformation, the digital sector, and the user experience. Mobility

and information systems security will continue to contribute to market growth.

Its aim is to provide a global offer of advice-engineering-integration services, IT outsourcing, maintenance and

operated/cloud services in the technological perimeter of Unified Communications & Collaboration, IP

Infrastructures and Security, data centers and the Internet of objects.

Communication service offer is made up of three segments:

– Consultancy and engineering-integration services, encompassing advice, design of architecture and

technological integration intended to (i) construct communications, collaboration, local network and wider

network solutions (Lan/Man/Wan); (ii) make efficient, mobile and secure work environments available to

users, and (iii) implement systems infrastructures suitable for the digitalization of businesses and companies;

– Communication and information system support and operation services, in order to guarantee availability of

applications: (i) IT outsourcing services for user environments, communication and collaboration systems,

network and systems infrastructures; (ii) technological expertise services and solutions; and (iii) maintenance

services associated with technologies;

Operated/Cloud services and cloud in order to ensure the most efficient network architecture: unified

communications, Cloud computing, IP Infrastructures and Security and IT outsourcing.

Competitive environment

The Information and Communication Technology services market remains highly fragmented, with a very large

number of local players. In 2016, the Group believes it is among the main players in this market26

.

3. Oil & Gas and Nuclear

3.1 Oil & Gas

Market trends

The Oil & Gas technical services market covered by the Group (Africa, Middle-East and Asia-Pacific)

experienced a strong decline in 2016. Visibility on levels of activity in the short-and medium-term is limited. In a

context of a low price per barrel, which, however, slightly increased in 2016, oil customers investments should

remain low, or continue to decrease in 2017, whilst new initiatives for reducing their operating spending are

expected, in order to reach their ambitious targets in terms of production costs reduction. Downstream oil markets

(refining and petrochemicals) are, for their part, not so much affected by the drop in price per barrel, in particular

in the Middle East. In general, the current global context and the significant reduction of the amount of new

business opportunities resulted in a very competitive environment with strong pressure on prices.

The market for technical services to the oil and gas industry covered by the Group comprises four segments:

– production and maintenance segment, which comprises the operation and maintenance of production

facilities on behalf of oil companies (workforce and equipment), and the associated training services;

– new build projects segment, which comprises engineering, procurement and construction (EPC) of new

offshore and onshore production facilities, and the associated training services;

26 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

85

– renovation projects segment, which comprises engineering, procurement and construction (PRC) related to

the upgrade or renovation of existing offshore and onshore production facilities, and the associated training

services; and

support services to exploration and drilling activities (workshops, equipment, etc.).

Competitive environment

In 2016, the Group considers that it is one of the major players on the technical assistance and operating

maintenance markets. The rest of the market is highly fragmented, with a very large number of small local and

regional players, as well as temporary technical staff providers.

3.2 Nuclear

Market trends

The market of multi-technical services generated by the production of nuclear electricity has seen good trends in

2016 and should continue to grow during the coming years thanks, in particular, to the renovation work linked to

extending the lifetime of plants (the “Grand Carénage” program), and to what are known as the post-Fukushima

changes (increased security following the accident in Fukushima).

As a reminder, the construction of new plants should be launched from 2030, with the construction of the EPR,

EDF and AREVA considering a “New Model EPR” which is more easily exportable. Besides, dismantling

remains, for the time being, a “future” market for EDF.

This market is characterized by a strong concentration of clients, with EDF, Areva and the Atomic Energy and

Alternative Energies Commission (Commissariat à l’Energie Atomique et aux Energies Alternatives) being the

three major players.

Competitive environment

The market is quite consolidated, with few players having the expertise and qualifications needed to work in the

specific environment of conventional nuclear plant islands. In 2016, the Group believes it is among the three

largest players in the multi-technical nuclear industry services market in France27

.

27 Issuer’s estimates based on its production for the financial year ended December 31, 2016 and the revenue published by

the Group’s main competitors for the financial year ended December 31, 2016.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF

OPERATIONS

Readers are invited to read the following information on the Group’s financial results for the financial years ended

December 31, 2016 and December 31, 2015, together with the English translation of the 2016 Issuer’s

Consolidated Financial Statements, which are provided in Section “Consolidated financial statements of the Issuer

for the financial year ended December 31, 2016” of this Prospectus.

The 2016 Issuer’s Consolidated Financial Statements were prepared in accordance with IFRS, as adopted by the

European Union. The 2016 Issuer’s Consolidated Financial Statements contain comparative information restated

for the financial year ended December 31, 2015 pursuant to IFRS 5. A free English translation of the statutory

auditors’ report on the 2016 Issuer’s Consolidated Financial Statements is included in Section “Statutory auditors’

report on the Issuer’s audited consolidated financial statements for the financial year ended December 31, 2016”

of this Prospectus.

1. General presentation

1.1 Introduction

The Group is the independent European leader in multi-technical services in electrical, mechanical and HVAC

engineering, communication systems, and specialized energy-related services28

. The Group assists its customers in

the design, construction, operation and maintenance of energy-saving installations that are environmentally

friendly.

The Group uses the following segmentation for its reporting needs:

– France, which consists of the Group’s French activities in multi-technical services and communication and

which represented 43.8% of consolidated production and 44.6% of consolidated EBITA for the financial year

ended December 31, 2016;

– Germany & Central Europe, which comprises the Group’s multi-technical service operations in Germany,

Poland, Hungary and Switzerland and which represented 18.0% of consolidated production and 12.8% of

consolidated EBITA for the financial year ended December 31, 2016;

– North-Western Europe, which covers the Group’s multi-technical service activities in the United Kingdom,

Belgium and the Netherlands, along with Morocco, and which represented 26.7% of consolidated production

and 19.1% of consolidated EBITA for the financial year ended December 31, 2016; and

– Oil & Gas and Nuclear, which covers the Group’s operations in the Oil & Gas sectors around the world as

well as the nuclear sector in France. This segment represented 11.5% of consolidated production and 17.8%

of consolidated EBITA for the financial year ended December 31, 2016.

During the financial year ended December 31, 2016, the Group recorded consolidated production of

€5,144.5 million and consolidated EBITA of €352.4 million.

1.2 Principal factors having an impact on results

Certain key factors and past events and operations have had, or may continue to have an impact on the business

and operating results of the Group presented below. The main factors that impact the Group’s results are (i)

general economic conditions in the Group’s markets, (ii) acquisitions, disposals and changes in perimeter (iii) the

Group’s cost structure, (iv) purchases of furniture and equipment, (v) the management of the contract portfolio,

(vi) the seasonality of working capital and cash requirements, and (vii) exchange rate fluctuations. A more detailed

description of each of these factors is provided below.

28 Issuer’s estimate based on its production for the financial year ended December 31, 2016 and the revenue published by the

Group’s main competitors for the financial year ended December 31, 2016.

87

General economic conditions in the Group’s markets

The demand for services depends on economic conditions, including GDP growth in the countries in which the

Group operates. During periods of strong GDP growth, the Group’s activity is driven by industrial investments and

construction projects in the public and tertiary sectors. During periods of very limited growth, even recession, the

design and construction business declines because of the drop in investment expenditures by the Group’s

customers, primarily because of the decline in demand by public entities and companies in the industrial and

energy sectors. As a result, over the last three years and primarily in the multi-services segment, the Group has

been facing a decrease in demand for installation services, particularly from steel producers, auto makers and their

supply chains. In addition, heavier competition among suppliers during these periods affects the Group’s results

(with, for instance, 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). During these recession periods, even though customers reduce their

investments, the demand for maintenance services is not, however, affected, which maintains a predictable

revenue stream (for the financial year ended December 31, 2016, maintenance services have represented 43% of

the Group’s consolidated production, against 46% for the financial year ended December 31, 2015).

Acquisitions, disposals and changes in perimeter

Acquisitions

In recent years, external growth has contributed significantly to the overall growth of the Group’s business. The

Group intends to pursue its acquisition strategy in order to increase its market presence, its service offering and its

service capacity.

In line with its strategy, when opportunities arise, 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.

In the last two years, the Group has completed numerous acquisitions.

In 2015, the Group signed or completed eight acquisitions representing a total acquired production of

approximately €184 million. In May 2015, the Group acquired the business of Numac, a leader in technical and

industrial maintenance services in the Netherlands. With a turnover of approximately €60 million in 2015, Numac

thus completes SPIE’s customer base and maintenance expertise in the Netherlands. In July, the Group also

acquired Leven Energy Services, whose turnover amounted to approximately €58 million in 2015, thus expanding

its range of services to the energy distribution networks in the United Kingdom. In December 2015, the Group

concluded three acquisitions effective in January 2016, including Hartmann-Elektrotechnik GmbH, which

achieved turnover of approximately €38 million in 2015, to reinforce the ICT offer in Germany, and Jansen

Venneboer in the Netherlands, specialising in wet infrastructures, which achieved turnover of approximately €19

million in 2015.

In 2016, the Group signed or completed 10 acquisitions representing a total acquired production of approximately

€263 million. For example, in May 2016, the Group completed the acquisition of the French group RDI, which

achieved a turnover of approximately €36 million in 2015, and strengthened its expertise and skills in the fields of

outsourcing services and IT infrastructures’ integration, application services and the cloud. In July, the Group

entered into two agreements in order to acquire (i) several companies of the COMNET group specialized in the

provision of services and solutions in the IT sectors and that generated a turnover of approximately €30 million in

2015 and (ii) GfT, a company providing services in the areas of safety engineering, fiber optics, data technology

and electrical engineering which generated a turnover of approximately €17 million in 2015. In September, the

Group completed the acquisition of AGIS Fire & Security, a specialist in fire protection, safety and building

technology solutions, mainly operating in Poland and Hungary and which achieved a turnover of approximately

€28 million in 2015. With this acquisition, the Group is deepening its footprint in Central Europe. In October, the

Group acquired Alewijnse Technisch Beheer and thereby strengthened its position on the industry segment in the

central part of the Netherlands. Alewijnse Technisch Beheer generated a turnover of approximately €33 million in

2015. In November, the Group also completed the acquisition of (i) Trios Group, a leading British player in the

services related to facilities and real estate with a turnover of more than GBP60 million in 2015 and (ii)

88

Environmental Engineering Ltd, a British company specialized in HVAC, mechanical and electrical engineering

services within the food and beverage industry with a turnover of approximately GBP19 million in 2015. With

these two acquisitions, the Group strengthened its offering in the United Kingdom market concerning respectively

the Technical Facility Management and the food, beverage and pharmaceutical sectors, while deepening its

geographical footprint and its concentration in the United Kingdom.

Disposals

In recent years, the Group has sold various subsidiaries, 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.

In 2016, the Group completed the sale of its subsidiary TecnoSpie SA in Portugal.

Changes in perimeter

More generally, the Group’s results may be impacted by changes in perimeter, such as a change in accounting

methods of a particular company. In 2016, for instance, the accounting method of the SONAID joint-venture in

Angola (OCTG activities) has been changed from full consolidation method to equity method due to the loss of

decision making-control in the company in the first half of 2016.

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, particularly by outsourcing certain services to subcontractors, using fixed-term contracts

and temporary work, and permanently adjusting its staff. The development of these initiatives has allowed the

Group to maintain its margins during periods of recession. 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). For the financial year ended December 31, 2016, personnel expenses represented

39% of the Group’s cost structure, costs related to purchases represented approximately 22%, subcontracting

expenses represented approximately 21% and temporary work costs represented approximately 4%. In total,

variable costs represented approximately 56% and fixed costs approximately 44% of the Group’s cost structure.

Purchases of supplies and equipment

The Group purchases supplies and other specific equipment in order to provide services to its customers. The cost

of these purchases, which are booked as “operating expenses”, fluctuates as a function of changes in the Group’s

activity. During periods of strong economic growth, such expenses represent a larger percentage of total costs

because installation services, which require the purchase of more supplies and equipment, represent a larger share

of the Group’s total sales. In periods of economic slowdown, while maintenance services generate more revenue

than installation services, these expenses are lower as maintenance services require more limited use of supplies

and equipment. Purchases of supplies and equipment represented 17% of the total operating expenses on the

income statement for the financial year ended December 31, 2016 and 20% of the total operating expenses on the

income statement for the financial year ended December 31, 2015.

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. As a result, the Group’s production in general is not subject to strong variations from one

period to another. However, changes in the markets in which the Group’s main customers operate may have an

impact on the level of demand for services and, as a result, on the Group’s earnings.

Seasonality of working capital and cash requirements

The Group’s working capital requirements are seasonal, 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. Generally, the

Group’s cash flow is negative in the first half of the year because of the seasonality of the Group’s business (which

89

is generally lower in the first half) and because of the payment cycle for certain personnel expenses and social

security expenses.

In contrast, the cash flow is generally positive in the second half because of the higher activity level, which implies

higher billing and receipts.

Foreign exchange fluctuations

The consolidated financial statements of the Group are presented in euros. However, in each of the countries in

which it operates, the Group generally makes sales and incurs expenses in local currencies. As a result, these

transactions must be translated into euros during the preparation of the financial statements. On the income

statement, this translation is made using the average of the exchange rates applicable at the end of the month for

each period in question. On the statement of financial position, this translation is made using the exchange rates

applicable at the closing date of the statements. Even though the Group has relatively low exposure to the risk of

transactions executed in local currencies, fluctuations in exchange rates can have an impact of the value in euros of

the Group’s production, expenses and income (see Section “Risk Factors – 4.3. Risks relating to exchange rates”

of this Prospectus).

The vast majority of the Group’s non-euro sales and expenses are in GBP or Swiss franc. For the financial year

ended December 31, 2016, 18.9% of the Group’s production were recorded in currencies other than the euro,

including 9.3% in GBP and 2.8% in Swiss Franc.

Petrol Price Evolution

In the context of its Oil & Gas activities, the Group is exposed to fluctuations in oil prices, which affect the level

of its activities with its clients, including those of its OCTG activities operated by its SONAID joint venture in

Angola. In 2016, the OCTG activities contributed €14.3 million to the Group’s production (compared to

€129 million in 2015), significantly below the previous fiscal year in the context of the persistent low level of the

oil price. This low level significantly affected the OCTG activities and to a lesser extent, the technical assistance

activities, through both reductions in operating expenditure and reductions in investments, particularly in the

drilling and geosciences sector. Its impact has been much more limited on maintenance activities for operations.

1.3 Main items of the income statement

The main items on the income statement for the Group’s consolidated financial statements, which are used by the

Group’s management to analyze its consolidated financial results, are described below:

Revenue represents the amount of work performed during the period in question. The revenue is recognized as

soon as it can be reliably estimated. Revenue generated by a transaction can be reliably estimated when the amount

of revenue can be reliably valued, when it is probable that the related economic benefits will be realized by the

Issuer, when the progress of the transaction on the closing date can be valued reliably, and the costs incurred for

the transaction and the costs to complete the transaction can be reliably valued (see Note 3.4 of the appendix to the

2016 Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the

Issuer for the financial year ended December 31, 2016” of this Prospectus).

Operating expenses consist of purchases consumed, external expenses, personnel expenses, income and other

taxes, allocations to amortization, depreciation and provisions, and other operating income and expenses.

Operating income is composed of revenue and other income minus operating expenses incurred for the Issuer’s

business. It also comprises other operating income and expenses, including costs of external growth.

Net financial expenses represent interest expense and revenue on borrowings, cash equivalents and the net

expenses and income from sales of marketable securities. In 2015, 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

Issuer. These costs have been reallocated on the line of “Other financial income and expenses” of the statements of

income.

90

Pre-tax income is equal to the operating income including companies accounted for under the equity method, plus

financial income and minus financial expenses.

Income taxes expenses represent the tax liability for the year consisting of the corporate tax due or deferred the

value added tax for French companies, and allocations to or reversals of provisions for taxes.

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. Deferred taxes are not discounted.

Net income represents pre-tax income, minus income taxes, and plus or minus net income from discontinued

operations.

1.4 Key performance indicators

The Group uses Production, EBITA and Cash Conversion as primary performance indicators.

Production corresponds to the “Revenue (as per management accounts)” in the 2016 Issuer’s Consolidated

Financial Statements and is the Group’s operating revenue which proportionally integrates the subsidiaries holding

minority interests.

EBITA represents the adjusted operating income before amortization of goodwill allocated, before tax and

financial income. EBITA is not a standardized accounting measure that meets a single generally accepted

definition. It must not be considered a substitute for operating income, net income, cash flow from (used in)

operating activities, or even a measure of liquidity. Other issuers may calculate EBITA differently from the

definition used by the Group.

The Cash Conversion for the year corresponds to the Cash Flow from (used in) operating activities for the year in

relation to EBITA for the year. The Cash Flow from Operations represents the sum of the EBITA for the year, the

amortization expenses for the year, 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, minus investment flows (excluding

external acquisitions) for the year.

Performance indicators 2016 2015

Restated(1)

Production (in millions of euros) 5,144.5 5,264.0

EBITA (in millions of euros) 352.4 352.7

Cash Conversion ratio (%) 122% 105%

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

91

Reconciliation table between production and revenue of the consolidated financial statements

(In millions of euros) 2016 2015

Restated(1)

Production 5,144.5 5,264.0

SONAID(2) (14.3) 105.5

Holding activities(3) 23.0 30.9

Others(4) 2.5 (1.2)

Revenue 5,155.7 5,399.2

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).

(2) The SONAID joint venture, held at 55% by the Group, is accounted under the equity method in the consolidated financial statements

since the loss of its control by the Group during the first half of 2016.

(3) Non-Group revenue from SPIE Operations and other non-operational entities.

(4) Reinvoicing for services performed by Group entities to non-managed joint ventures; reinvoicing outside the Group that is not included

in the operational activity (mainly reinvoicing of expenses for account); restatement of the revenue from entities previously consolidated under the equity method or recently acquired and not yet consolidated.

92

Reconciliation table between EBITA and operating income of the Group including companies accounted for

under the equity method

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

(2) The costs related to the discontinued activities/reorganization include the following items:

- For the financial year ended December 31, 2015:

a. the recording of a provision of €13.7 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 French Ministry of Defense;

b. restructuring costs for €3.0 million;

c. the contribution to the operating income of discontinued activities for €1.1 million.

- For the financial year ended December 31, 2016:

a. restructuring costs in France for €8.5 million;

b. restructuring costs in the United Kingdom for €5.5 million;

c. restructuring costs in Switzerland for €2.4 million.

(3) The minority interests correspond to the share of the operating income of the SONAID joint venture that does not belong to the Group

(45%). In the IFRS consolidated financial statements, the SONAID joint venture has been accounted for by the equity method since

January 1, 2016 and was previously consolidated in global integration, while it contributes to the Group’s EBITA up to the Group’s portion.

(4) Costs related to the initial public offering and to the share employee offering for the financial year ended December 31, 2015 include the

following items:

- Costs related to the initial public offering (June 2015) for €3.9 million (including €2.1 million recorded in Other operating income

and expenses and €1.8 million in External expenses); and

- Costs related to the share employee offering (December 2015) for €25.8 million, including €23.8 million for the employer contribution (including social charges) paid by the Group and €2.0 million for the discount.

(5) For the financial year ended December 31, 2016, the Other items correspond mainly to the capital gain subsequent to the change of

consolidation of the SONAID joint venture pursuant to IFRS 11 (€5.3 million), a €2.5 million release of an unused earn out provision,

costs related to external growth projects for €2.4 million and costs related to the Group’s long term incentive plan in accordance with IFRS 2 €2.0 million.

Reconciliation table between net income attributable to the Group and adjusted net income attributable to the

Group

In order to set the level of dividends it intends to distribute for a given financial year, the Group calculates an

adjusted net income attributable to the Group, in order to neutralize the non-recurring items. As regards the

financial year ended December 31, 2016, the net income attributable to the Group has therefore been adjusted by

the following items:

– the amortization of affected goodwills, as it is an expense without any cash impact;

– the exceptional items, corresponding to the other items mentioned in the reconciliation table between EBITA

and operating income of the Group above; and

(In millions of euros) 2016 2015

Restated(1)

EBITA 352.4 352.7

Amortization of goodwill allocated (33.5) (36.1)

Discontinued activities/reorganizations(2) (16.7) (17.7)

Financial commissions (1.8) (1.8)

Minority interests(3) 0.1 3.6

Costs related to the initial public offering (June 2015) and to the share

employee offering (December 2015)(4) - (29.6)

Other(5) 2.4 (1.4)

Operating income of the Group including companies accounted for

under the equity method 302.7 269.6

93

– the reevaluation of the deferred tax income as a result of the adoption of the 2017 Finance Tax law in France,

which provides for a 33.33% to 28% reduction in the corporate tax rate for all French companies as of 2020.

(In millions of euros) 2016

Net income attributable to the Group 184.0

Adjustment for the amortization of the affected goodwills 33.5

Adjustment for the exceptional items 16.2

Adjustment for the differed taxes revaluation (35.8)

Adjusted net income attributable to the Group 197.9

Reconciliation table between Operating Cash Flow and net cash flow from (used in) operating activities (IFRS)

(In millions of euros) 2016

Operating Cash Flow 429.9 (1)

Net tax paid (58.1)

Net Capex (2) 28.1

Cash impact of the items of the bridge EBITA / Operating income (3) (41.6)

Net cash flow from (used in) operating activities (IFRS) 358.3

(1) Total free cash flow for the Group for the financial year ended December 31, 2016 amounts to €295.7 million, corresponding to operating

cash flow minus (i) taxes and net interest paid and (ii) other costs (cash restructuring costs and discontinued activities, acquisition costs).

(2) Acquisitions of property, plant and equipment and intangible assets net of proceeds from disposals.

(3) The cash impact of the items of the bridge EBITA / Operating income includes the following items:

- restructuring costs for €(22) million corresponding mainly to integration expenses in Germany and to the reorganization in

France and Switzerland

- the cash impact of discontinued activities for €(17.5) million

- the reimbursement of loans granted in 2015 to the employees in the context of the share employee offering for €3.0 million; and

- the financial fees, acquisitions costs and other items for the remaining amount.

1.5 Organic growth

In the present Section of the Prospectus, the Group presents the change in its production in terms of organic

growth. Organic growth represents the production completed during the twelve months of year N by all the

companies consolidated by the Group for the year financial ended December 31, 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, independently of the date on which they were first

consolidated within the Group.

94

2. Analysis of consolidated income statements for financial years ended December 31, 2016 and

December 31, 2015

INCOME STATEMENTS 2016 2015

Restated(1)

(In thousands of euros)

Revenue 5,155,699 5,399,249

Other income 33,211 31,403

Operating expenses (4,870,546) (5,113,758)

Recurring operating income 318,364 316,894

Other operating income (expense) (16,055) (47,624)

Operating Income 302,309 269,270

Net income (loss) from companies accounted for under the equity method 426 379

Operating income companies accounted for under the equity

method

302,735 269,649

Costs of net financial debt (39,199) (74,970)

Other financial income and expenses(1) (13,108) (92 886)

Pre-tax income 250,428 101,793

Income tax expenses (47,914) (57,452)

Net income from continuing operations 202,514 44,341

Net income from discontinued operations (18,482) (6,037)

NET INCOME 184,032 38,304

Net income from continuing operations attributable to:

- Owners of the parent 202,502 51,318

- Non-controlling interests 12 (6,977)

202,514 44,341

Net income attributable to:

- Owners of the parent 184,020 45,281

- Non-controlling interests 12 (6,977)

184,032 38,304

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

(2) For the detail of “Other financial income and expenses”, see Note 9 of the appendix to the 2016 Issuer’s Consolidated Financial

Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus.

2.1 Revenue

Consolidated revenue decreased by 4.5%, or €243.6 million, from €5,399.2 million for the financial year ended

December 31, 2015 to €5,155.7 million for the financial year ended December 31, 2016. This variation resulted

primarily from the decrease of organic growth on the one hand, resulting mainly from the drop in Oil & Gas

activities, partially offset by the increase of the external growth on the other hand, resulting from the contribution

of the acquisitions completed in 2015 and 2016.

2.2 Production

Production decreased by 2.3%, i.e., by €119.5 million, from €5,264.0 million for the financial year ended

December 31, 2015 to €5,144.5 million for the financial year ended December 31, 2016. Excluding Oil & Gas

95

activities, production increased by 2.3% from €4,701.4 million for the financial year ended December 31, 2015 to

€4,809.4 million for the financial year ended December 31, 2016.

Organic growth at constant exchange rate was down 4.7% resulting from the drop in the Oil & Gas activities. The

table below details the breakdown of production by operating segments for the financial years ended December 31,

2016 and 2015:

(In millions of euros) France Germany &

Central Europe

North-Western

Europe

Oil & Gas and

Nuclear TOTAL

Production 2016 2,253.5 927.0 1,374.3 589.6 5,144.5

Production 2015

Restated(1)

2,274.4 892.4 1,303.3 793.9 5,264.0

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements in Section “Consolidated financial statements of the Issuer for the financial year ended

December 31, 2016” of this Prospectus).

France

In difficult economic conditions, production in the France segment decreased by 0.9%, i.e. €20.8 million, from

€2,274.4 million for the financial year ended December 31, 2015 to €2,253.5 million for the financial year ended

December 31, 2016.

Organic growth in the segment was down by 2.4%; priority was given to careful selection of new business, by

focusing on high-margin contracts.

Germany & Central Europe

The Germany & Central Europe segment recorded a growth of 3.9%, i.e. €34.6 million, from €892.4 million for

the financial year ended December 31, 2015, to €927.0 million for the financial year ended December 31, 2016,

primarily due to the contribution of acquisitions made throughout the year (in particular, COMNET group, AGIS

Fire & Security, Hartmann, GfT and Cromm).

Organic growth for the segment was down 3.4% at constant exchange rate, impacted by the exit of certain legacy

contracts in Germany and by the continuation of the alignment of the Swiss operations with the Group’s

operational model.

North-Western Europe

Production in the North-Western Europe segment saw a growth of 5.5% i.e. €71.0 million, from €1,303.3 million

for the financial year ended December 31, 2015, to €1,374.3 million for the financial year ended December 31,

2016, primarily due to the contribution of acquisitions completed in 2016.

Organic growth for the segment was 2.2% at constant exchange rate, with positive trends in all the Group’s three

main geographies in this segment (United Kingdom, The Netherlands and Belgium), partly offset by a rigorous

contracts selection in Morocco.

Oil & Gas and Nuclear

Production in the Oil & Gas and Nuclear segment decreased by 25.7%, i.e. €204.3 million, from €793.9 million

for the financial year ended December 31, 2015, to €589.6 million for the financial year ended December 31,

2016.

Organic growth for the entire segment was down 24.7% at constant exchange rate in 2016 due to the Group’s Oil

& Gas activities.

96

In very challenging market conditions, with particularly low customer activity, intense competition and persistent

low oil prices, production in those activities fell, primarily due to a very important drop in the OCTG business of

89.1% at constant exchange rate, whilst the other core business activities dropped by 24.0% at constant exchange

rate (Nuclear activities having nevertheless experienced organic growth during 2016).

2.3 Operating expenses

The Group’s operating expenses decreased by 4.8%, or €243.3 million, from €5,113.8 million for the financial

year ended December 31, 2015, to €4,870.5 million for the financial year ended December 31, 2016, mainly due to

a decrease in purchases consumed and personnel expenses.

The table below sets forth the distribution of operating expenses for the financial years ended December 31, 2015

and December 31, 2016:

(In thousands of euros) 2016 2015

Restated(1)

Purchases consumed (830,014) (1,028,476)

External expenses (2,066,745) (2,059,818)

Personnel expenses (1,956,412) (2,014,836)

Income and other taxes (41,140) (48,460)

Net amortization, depreciation and provisions (32,852) (21,429)

Other operating income(expense) 56,616 59,262

Total operating expenses (4,870,546) (5,113,758)

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year ended December 31, 2016” of this Prospectus).

Purchases consumed

The Group’s purchases consumed29

decreased by 19.3%, or €198.5 million, from €1,028.5 million for the financial

year ended December 31, 2015 to €830.0 million for the financial year ended December 31, 2016. This decrease

mainly results from the change in accounting method of the SONAID joint-venture in Angola (purchase of tubular

goods) from global integration to equity method.

External expenses

The Group’s external expenses increased by 0.3%, or €6.9 million, from €2,059.8 million for the financial year

ended December 31, 2015 to €2,066.7 million for the financial year ended December 31, 2016.

The 6.2% decrease in purchases consumed and external expenses between the financial years ended December 31,

2015 and December 31, 2016 is correlated to the decrease in revenue.

Personnel expenses

Personnel expenses decreased by 2.9%, or €58.4 million, from €2,014.8 million for the financial year ended

December 31, 2015 to €1,956.4 million for the financial year ended December 31, 2016. This decrease primarily

results from the headcount reduction to adapt to negative organic growth.

2.4 Operating income

The Group’s operating income increased by €33.1 million, or 12.3% from €269.6 million for the financial year

ended December 31, 2015 to €302.7 million for the financial year ended December 31, 2016. This increase is

primarily due to the following:

29 Purchases consumed include purchase of raw materials, supplies and other consumable supply, as well as purchases of

equipment and supplies incorporated in the production.

97

– recurring operating income, which increased by €1.5 million, or 0.5%, from €316.9 million for the financial

year ended December 31, 2015 to €318.4 million for the financial year ended December 31, 2016;

– other operating income and expenses amounted to €(16.1) million for the financial year ended December 31,

2016 and mainly included restructuring costs in France for €8.5 million, in the United Kingdom for

€5.5 million and in Switzerland for €2.4 million.

2.5 EBITA and EBITA margin

Consolidated EBITA of the Group remains relatively stable and was at €352.4 million for the financial year ended

December 31, 2016 compared to €352.7 million for the financial year ended December 31, 2015 (excluding Oil &

Gas activities, consolidated EBITA of the Group increased by 6%). The EBITA margin increased by 15 basis

points, from 6.7% of production for the financial year ended December 31, 2015 to 6.8% of production for the

financial year ended December 31, 2016.

The following table shows the EBITA and EBITA margin (as a percentage of production) by operating segment

for the periods indicated:

(In millions of

euros) France

Germany &

Central

Europe

North-Western

Europe

Oil & Gas

and Nuclear Holdings TOTAL

2016

EBITA 157.3 45.2 67.4 62.6 19.9 352.4

EBITA margin 7.0% 4.9% 4.9% 10.6% n/a 6.8%

2015 Restated(1)

EBITA 158.8 35.8 60.4 77.0 20.6 352.7

EBITA margin 7.0% 4.0% 4.6% 9.7% n/a 6.7%

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

France

EBITA for the France segment decreased by €1.5 million, or 0.9%, from €158.8 million for the financial year

ended December 31, 2015 to €157.3 million for the financial year ended December 31, 2016.

Selectivity in order bookings, rigor in management of activities and attention to costs, including those relating to

structure, were reflected in the EBITA margin, which the Group was able to maintain at the high level of 7.0%.

Germany & Central Europe

EBITA for the Germany & Central Europe segment increased by €9.3 million, or 26.0%, from €35.8 million for

the financial year ended December 31, 2015 to €45.2 million for the financial year ended December 31, 2016.

The EBITA margin increased by 86 basis points, from 4.0% in 2015 to 4.9% in 2016, boosted by the deployment

of the Group’s operational model in the German subsidiaries.

North-Western Europe

EBITA for the North-Western Europe segment increased by €7.0 million, or 11.6%, from €60.4 million for the

financial year ended December 31, 2015 to €67.4 million for the financial year ended December 31, 2016.

The EBITA margin for the segment increased by 27 basis points from 4.6% in 2015 to 4.9% in 2016.

98

Oil & Gas and Nuclear

EBITA for the Oil & Gas and Nuclear segment decreased by €14.4 million, or 18.8%, from €77.0 million for the

financial year ended December 31, 2015 to €62.6 million for the financial year ended December 31, 2016.

The EBITA margin for the segment increased by 91 basis points, from 9.7% in 2015 to 10.6% in 2016.

2.6 Net financial expenses

Net Financial expenses decreased by €35.8 million, or 47.7%, from a negative €75.0 million for the financial year

ended December 31, 2015 to a negative €39.2 million for the financial year ended December 31, 2016. This

decrease mainly resulted from a reduction in interest expenses relating to refinancing operations completed during

the financial year 2015 concurrently with the Group’s initial public offering.

The following table details the evolution of the net financial expenses for the financial years ended December 31,

2015 and December 31, 2016:

(In thousands of euros) 2016 2015

Restated(1)

Interests charges and losses from cash equivalents (39,386) (76,309)

Interest income on cash equivalents 91 1,260

Net proceeds on sale of marketable securities 95 79

Costs of net financial debt (39,199) (74,970)

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

2.7 Pre-tax income

Pre-tax income excluding impact of the discontinued activities increased by €148.6 million, from €101.8 million

for the financial year ended December 31, 2015 to €250.4 million for the financial year ended December 31, 2016.

This improvement is mainly due to the growth in operating income in 2016 and the reduction in costs of net

financial debt.

2.8 Income taxes

Income taxes decreased by €9.5 million from €57.5 million for the financial year ended December 31, 2015 to

€47.9 million for the financial year ended December 31, 2016, primarily as a result of an increase in the current

income tax expense of €2.4 million and an increase in deferred tax income of €11.9 million, due to a decrease in

tax loss carryforwards generated and capitalised, mainly those of the tax consolidation groups in France, Germany

and the United Kingdom. Deferred taxes were also reevaluated mainly as a result of the adoption of the 2017

Finance Tax law in France, which provides for a 33.33% to 28% reduction in the corporate tax rate for all French

companies as of 2020 (which applies to deferred taxes having maturities as of 2020). The consequence is an

increase in deferred tax income of €35.8 million.

An analysis of the Group’s tax liability is set forth below:

(In thousands of euros) 2016 2015

Restated(1)

Tax liability on the income statement

Current taxes (76,369) (74,002)

Deferred taxes 28,455 16,550

Tax (expense)/income on the income statement (47,914) (57,452)

Tax liability in other items of comprehensive income

99

(In thousands of euros) 2016 2015

Restated(1)

Net income/(loss) on cash flow derivatives (112) (5,197)

Net income/(loss) net on post-employment benefits 4,275 (40)

Tax (expense)/income in the other items of comprehensive income 4,163 (5,237)

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

2.9 Net income

Net income increased by €145.7 million. It amounted to €184.0 million for the financial year ended December 31,

2016 compared to €38.3 million for the financial year ended December 31, 2015. This change is mainly due to the

increase in operating income of €33.1 million, a reduction in cost of debt and other financial income and expenses

of €115.5 million, and a decrease in tax expenses of €9.5 million, mitigated by a decrease in net income of

€12.4 million from discontinued operations or operations being sold.

3. Liquidity and share capital

3.1 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 Section “Risk

Factors” of this Prospectus). 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 mainly in connection with a senior credit facilities agreement

entered into in 2015 in connection with its initial public offering.

3.2 Financial resources and financial liabilities

3.2.1 Overview

In the past, the Group has principally relied on the following sources of financing:

– Net cash flows from (used in) operating activities, which totaled €272.9 million and €358.3 million for the

financial years ended December 31, 2015 and 2016;

– Available cash with total cash and cash equivalents including assets held for sale at December 31, 2015 and

2016 totaling €551.8 million and €518.5 million, respectively; and

– Indebtedness, which consists of the Senior Credit Facilities Agreement, direct borrowings from banks and

other lenders, the securitization facilities (see Section “Management’s discussion and analysis of financial

condition and results of operations – 3.2.2. Financial liabilities” of this Prospectus), interest accrued on the

Senior Credit Facilities Agreement and short-term bank credit facilities.

3.2.2 Financial liabilities

The Group’s financial liabilities totaled €1,517.5 million and €1,459.2 million at December 31, 2015 and 2016,

respectively. The following table shows the distribution of the Group’s total debt as at the indicated dates:

100

(In millions of euros) As of December 31, 2016 As of December 31, 2015

Restated(1)

Loans and borrowings from banking institutions

Facility A from the Senior Credit Facilities Agreement 1,125.0 1,125.0

Revolving Credit Facility - 50.0

Others 2.5 0.4

Capitalization of loans and borrowing costs (11.4) (14.5)

Securitization 287.8 286.9

Total bank overdrafts

Bank overdrafts 40.0 53.1

Interest on bank overdrafts 0.1 0.1

Other loans, borrowings and financial liabilities

Finance leases 14.0 12.1

Accrued interest on loans 0.1 0.0

Other loans, borrowings and financial liabilities 0.9 4.1

Derivative financial instruments 0.1 0.3

Financial liabilities 1,459.2 1,517.5

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

As of December 31, 2016 and 2015, the net debt/EBITDA ratio of the Group amounted to respectively 2.3x and

2.4x30

.

As of December 31, 2016, 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 including the 12-month effect of

acquisitions30

. It is calculated before depreciation and amortization of fixed assets and goodwill. EBITDA margin

is expressed as a percentage of production and amounted to 7.6% for the financial year ended December 31, 2016.

The table below sets out the reconciliation between EBITA and adjusted EBITDA for the financial year ended

December 31, 2016:

(In millions of euros) As of December 31,

2016

As of December 31,

2015

Restated(1)

Group EBITA 352.4 352.7

Depreciation of property, plant and equipment and intangible assets

(excluding allocated goodwill) 36.4 36.5

EBITDA 388.8 389.1

Adjustment (12-month effect of acquisitions) 8.0 1.2

Adjusted EBITDA 396.8 390.3

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

30 Based on the management accounts of the acquired entities for the periods between January 1, 2016 and their respective

acquisition dates.

101

The table below shows the breakdown of financial liabilities as of December 31, 2016:

(In thousands of euros)

Total as of

December 31,

2015

Restated(1)

Decrease Increase Total as of

December 31,

2016

Loans and borrowings from banking

institutions

Facility A from the Senior Credit

Facilities Agreement

1,125,000 - - 1,125,000

Revolving Credit Facility 50,000 (50,000) - -

Others 386 - 2,138 2,524

Capitalisation of loans and borrowing

costs

(14,525) 3,172 (11,353)

Securitization 286,917 - 866 287,783

Total bank overdrafts

Bank overdrafts 53,083 (13,097) - 39,986

Interest on bank overdrafts 114 - 29 143

Other loans, borrowings and financial

liabilities

Finance leases 12,136 - 1,870 14,006

Accrued interest on loans 3 - 74 77

Other loans, borrowings and financial

liabilities

4,114 (3,174) - 940

Derivative instruments 309 (175) - 134

Financial liabilities 1,517,537 (63,274) 4,977 1,459,240

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

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

(i) Senior Credit Facilities Agreement

At the time of its initial public offering in 2015, the Group entered into a senior credit facilities agreement (the

“Senior Credit Facilities Agreement”) with a syndicate of international banks (the “Lenders”), including BNP

Paribas, HSBC France and Société Générale as Coordinators.

Credit facilities

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

– a €1,125 million first ranking term loan “A” facility (the “Facility A”), drawn down in full, with five-year

maturity as from June 11, 2015; and

– a €400 million revolving credit facility (the “Revolving Credit Facility”), with five-year maturity as from

June 11, 2015, drawn down to the amount of €50 million as of December 31, 2015 and to a nil amount as of

December 31, 2016.

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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, Danish Krone or Swiss francs, plus in

each case the applicable margin. The applicable margins as follows:

– for the Facility A: between 2.625% and 1.625% per annum, according to the level of the Group’s leverage

ratio during the last closed semester; and

– for the Revolving Credit Facility: between 2.525% and 1.525% per annum, according to the level of the

Group’s leverage ratio during the last closed semester.

The table below shows the rate spread of each of the credit facilities based on the Group’s leverage ratio. As of

December 31, 2016, the Group’s leverage ratio amounted to 2.3x:

Leverage ratio (Net Debt / EBITDA) Revolving Credit Facility Facility A

>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%

Security interests

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

Representations and covenants

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 Issuer 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.

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 4.50:1 up to June 30, 2017 (inclusive), of

4.00:1 up to June 30, 2018 (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.

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As of the date of this Prospectus, the Senior Credit Facilities Agreement is guaranteed by Financière SPIE, SPIE

Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Est, SPIE

Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE Limited, SPIE UK

Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V.. In accordance with the terms of the

Senior Credit Facilities Agreement, the Issuer shall ensure that as at the date that the annual financial statements

for each financial year are released, the aggregate EBITDA of the guarantors under the Senior Credit Facilities

Agreement (calculated on an unconsolidated basis and excluding all intra-group items and investments in

Subsidiaries of any member of the Group) represents not less than 65 per cent. of the Group’s EBITDA.

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.

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 amortization events in relation to the Securitization Facilities, an insolvency

proceeding, material litigation, or the existence of qualifications made by the Group’s auditors on business

continuity.

(ii) Securitization facility

As part of their activity, on April 17, 2007, the Issuer and certain of its French and Belgian subsidiaries (together

the “Sellers”) and SPIE Operations, as centralizing agent, entered into a securitization facility pursuant to the use

of a securitization 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 “Securitization Facility”).

The Securitization Facility was renewed in 2015 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 Securitization Facility as at December 31, 2016 may be summarized in the following

table:

Sellers Currency Commitment as

at December

31, 2016

Drawn as at

December 31,

2016

Gross

amount of

receivables

assigned as at

December 31,

2016

Expected

Maturity

Interest rate

Certain

members

of the SPIE

Group in

Belgium and

France

Euro 300.0 million 287.8 million 529.4 million June 2020 Commercial

paper funding

costs/

EURIBOR/

EONIA +

Margin +

commission

fees

104

Since June 2014, the stakeholders of the Securitization 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.

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.

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 Securitization Facility (to fund the purchase of newly originated receivables) will end 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 Securitization Facility is subject to certain trigger events, the occurrence of

which will prevent additional financing of newly originated receivables and the amortization of the principal

amount outstanding of financial indebtedness under the Securitization 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 securitization commitment also benefits from cash reserves

provided by SPIE SA by way of credit enhancement.

3.3 Presentation and analysis of the main categories of use of the Group’s cash

3.3.1 Investment expenditures

The Group classifies its investment expenditures in the following categories:

– acquisitions of new companies as part of the Group’s external growth policy;

– the renewal of property, plant and equipment and intangible fixed assets, particularly materials; and

– the investment, net of proceeds from disposals, in financial assets, changes in loans and advances granted and

dividends received.

The Group’s investment expenditures for the financial years ended December 31, 2015 and 2016 totaled €62.8

million and €197.5 million, respectively. This increase mainly results from the variations in perimeter

(acquisitions and changes of accounting method of the SONAID joint-venture in Angola - purchase of tubular

goods - from global integration to equity method).

3.3.2 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 €101.2 million and €35.8 million in the financial years ended December 31, 2015 and 2016, respectively. As

repayment of its borrowings, it also paid €2,830.8 million and €63.9 million, respectively, in the financial years

ended December 31, 2015 and 2016.

105

3.3.3 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, 2015 and

2016, 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 totaled €(385.6) million at December 31, 2015 and €(391.4) million at December

31, 2016.

3.4 Consolidated cash flow

3.4.1 Group cash flows for the financial years ended December 31, 2015 and 2016

The following table summarizes the Group’s cash flows for the financial years ended December 31, 2015 and

2016:

(In millions of euros)

Financial year ended December 31,

2016 2015

Restated(1)

Net cash flows from (used in) operating activities 358.3 272.9

Net cash flows from (used in) investing activities (197.5) (62.8)

Net cash flows from (used in) financing activities (176.3) (156.6)

Impact of changes in exchange rates and accounting policies (17.7) 4.7

Net change in cash and cash equivalents (33.3) 58.2

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

Net cash flows from (used in) operating activities

The following table shows items of the Group’s cash flows resulting from operating activities for the financial

years ended December 31, 2015 and December 31, 2016:

(In millions of euros)

Financial year ended December 31,

2016 2015

Restated(1)

Internally generated funds from (used in) operations 317.0 288.1

Dividends received from companies accounted for under the equity method 0.4 0.4

Income tax paid (58.1) (68.3)

Changes in operating working capital requirements 99.0 52.7

Net cash flows from (used in) operating activities 358.3 272.9

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus.

Net cash flows from (used in) operating activities totaled €272.9 million for the financial year ended December 31,

2015 and €358.3 million for the financial year ended December 31, 2016. This increase of €85.5 million mainly

resulted from an increase in internally generated funds from operations, from €288.1 million in 2015 to €317.0

million in 2016, i.e. an increase in €28.9 million, a decrease in tax paid of €10.3 million, from €68.3 million paid

106

in 2015 to €58.1 million paid in 2016, offset by changes in operating working capital requirements which

decreased from €52.7 million in 2015 to €99.0 million in 2016.

Internally generated funds from (used in) operations

Internally generated funds from (used in) operations totaled €288.1 million and €317.0 million in the financial

years ended December 31, 2015 and December 31, 2016, respectively, largely due to the increase of the operating

income from ordinary activities in 2016, and the decrease of others non-recurring expenses incurred in 2015 such

as 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 recognized as operating costs.

Income tax paid

Income tax paid includes corporate tax paid in all geographic regions in which the Group operates, as well as the

Business Value Added Tax (contribution sur la valeur ajoutée des entreprises - CVAE) in France.

Total income tax paid for the financial year ended December 31, 2016 was €58.1 million, i.e. €10.3 million less

than in the financial year ended December 31, 2015. This change is largely due to a non-recurrent increase that

occurred in 2015 in tax paid of approximately €13.1 million by subsidiaries of SPIE OGS in Nigeria, Thailand,

Chad and Gabon in respect of tax arrears for previous financial years. This change is also due to a tax paid in

France for €2.3 million based on dividends paid for the first time to the Issuer’s shareholders.

Changes in operating working capital requirements

The changes in operating working capital requirements represented a cash inflow of €99.0 million for the financial

year ended December 31, 2016, compared to a cash inflow of €52.7 million for the financial year ended December

31, 2015, a difference of €46.3 million between the two financial years (see Note 19 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer

for the financial year ended December 31, 2016” of this Prospectus.)

Net cash flows from (used in) investing activities

The following table presents cash flows from (used in) investing activities for the financial years ended December

31, 2015 and December 31, 2016.

(In millions of euros)

Financial year ended December 31,

2016 2015

Restated(1)

Effect of changes in the scope of consolidation (170.8) (33.4)

Acquisition of property, plant and equipment and intangible assets (36.4) (34.5)

Net investment in financial assets (0.1) (0.1)

Changes in loans and advances granted 1.2 2.4

Proceeds from disposals of property, plant and equipment and intangible

assets

8.3 2.8

Proceeds from disposals of financial assets 0.3 0.2

Dividends received 0 0

Net cash flows from (used in) investing activities (197.5) (62.8)

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

Net cash flows from (used in) investing activities represented a cash outflow of €62.8 million in the financial year

ended December 31, 2015 and a cash outflow of €197.5 million in the financial year ended December 31, 2016.

This €134.8 million variation was mainly due to an increase in the impact of changes in the scope of consolidation

107

to the amount of €137.4 million and to an increase in proceeds from disposal of property, plant and equipment and

intangible assets for €5.6 million.

Effect of changes in the scope of consolidation

The effect of changes in the scope of consolidation resulted in a cash outflow of €33.4 million and €170.8 million

in the financial years ended December 31, 2015 and 2016, respectively.

The cash outflows for financial year 2015 mainly results from the acquisition of Leven Energy Services in the

United Kingdom, of the Numac business in the Netherlands, of Thermat and Vilanova in France, as well as by

earn-outs paid in respect of companies acquired previously, including ENS in the United Kingdom and Vista and

Viscom in Switzerland.

The cash outflows for financial year 2016 mainly results from the acquisition of CRIC and Tevean in Belgium, of

Jansen, Aaftink, Technical Services and Alewijnse Technisch Beheer in the Netherlands, of RDI in France, of

Environmental Engineering Ltd and Trios Group in the United Kingdom, of the COMNET group, AGIS Fire &

Security, Hartmann, GfT and Cromm in Germany, as well as by earn-outs paid in respect of companies acquired

previously, including Leven in the United Kingdom. These cash outflows also result from the loss of the decision-

making control of SONAID joint-venture located in Angola, which was previously consolidated under the full

consolidation method and which is now consolidated under the equity method.

Acquisition of property, plant and equipment and intangible assets

The acquisition of property, plant and equipment and intangible assets resulted in a cash outflow of €36.4 million

for the financial year ended December 31, 2016, compared to an outflow of €34.5 million for the financial year

ended December 31, 2015.

In 2016, acquisitions of property, plant and equipment represented a total of €20.9 million, compared to €26.2

million in 2015.

In 2016, acquisitions of intangible assets represented a total of €15.6 million, compared to €8.3 million in 2015.

These investments primarily represent implementation costs of software to optimize the management and control

process.

Changes in loans and advances granted

The changes in loans and advances granted represented a cash inflow of €2.4 million for the financial year ended

December 31, 2015, compared to an increase of €1.2 million for the financial year ended December 31, 2016.

These changes mainly result from changes in financial receivables relating to Public-Private Partnership contracts.

Proceeds from disposals of property, plant and equipment and intangible assets

Cash resulting from proceeds from disposals of property, plant and equipment and intangible assets increased by

€5.6 million, from €2.8 million for the financial year ended December 31, 2015, to €8.3 million for the financial

year ended December 31, 2016.

The changes recorded over the 2016 financial year are due to the amount of transfers of fixed assets for the 2016

financial year, divided up into property, plant and equipment to the amount of €4.0 million and intangible assets

for €4.4 million.

Net cash flows from (used in) financing activities

The following table shows consolidated cash flows provided by financing activities for the financial years ended

December 31, 2015 and 2016.

108

(In millions of euros)

Financial year ended December

31,

2016 2015

Restated(1)

Issue of share capital (0.1) 733.1

Proceeds from loans and borrowings 0.9 2,043.5

Repayment of loans and borrowings (63.9) (2,830.8)

Net interest paid (35.8) (101.2)

Dividends paid to owners of the parent (77.0) -

Dividends paid to non-controlling interests (0.5) (1.2)

Other cash flows from (used in) financing activities - -

Net cash flows from (used in) financing activities (176.3) (156.6)

(1) Restatement pursuant to IFRS 5 (non-current assets held for sale and discontinued operations) (see Note 4 of the appendix to the 2016

Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of the Issuer for the financial year

ended December 31, 2016” of this Prospectus).

Net cash from (used in) financing activities represented a net disbursement of €176.3 million in the financial year

ended December 31, 2016, compared to a net disbursement of €156.6 million for the financial year ended

December 31, 2015.

The major changes in financial year 2016 are due to a dividend of €77.0 million paid to the Issuer’s shareholders,

and a decrease in interests paid further to the Group’s refinancing which took place in 2015 concurrently with the

initial public offering.

Issue of share capital

There was no share capital issuance during for the financial year ended December 31, 2016, compared to issues of

share capital which totaled €733.1 million for the financial year ended December 31, 2015 resulting from the

initial public offering of the Issuer on Euronext Paris on June 10, 2015.

Proceeds from loans and borrowings

The consolidated cash generated by proceeds from loans and borrowings totaled €2,043.5 million and €0.9 million

in the financial years ended December 31, 2015 and 2016, respectively.

In 2015, the cash generated by proceeds from loans and borrowings corresponds to the Group’s refinancing

concurrently with the initial public offering and split as follows:

– on January 13, 2015, drawdown of the former Facility E of €625 million and issue of the former 2nd

Lien

Notes for €185.6 million. In addition, a Revolving Credit Facility, with maturity on August 31, 2017, was

drawn down to the amount of €97.5 million. These three facilities were repaid in full on June 11, 2015 (see

Section “Management’s discussion and analysis of financial condition and results of operations – 3.4.1.

Group cash flows for the financial years ended December 31, 2015 and 2016 - Net cash flows from (used in)

financing activities – Repayment of loans and borrowings” below);

– the Group signed a new Senior Credit Facilities Agreement dated May 15, 2015, on which on June 11, 2015 a

nominal amount of €1,125 million was drawn down. In addition, a Revolving Credit Facility, with maturity

on May 11, 2020, was drawn down to the amount of €50 million on December 31, 2015; and

– costs disbursed in respect of refinancing costs decrease the cash generated by the issued loans and

borrowings for a total amount of €39.6 million.

In 2016, the cash generated by proceeds from loans and borrowings corresponded to drawdown on the

securitization facility of client receivables to the amount of €0.9 million.

109

Repayment of loans and borrowings

Repayments of loans and borrowings resulted in net disbursements totaling €2,830.8 million and €63.9 million in

the financial years ending December 31, 2015 and 2016, respectively.

In 2015, the cash disbursed to repay loans and borrowings totaling €2,830.8 million essentially results from the

Group’s debt refinancing transactions, as follows:

– on January 13, 2015, reimbursement of its high yield bonds in full for a total of €375 million, plus a

makewhole of €44.0 million;

– on January 13, 2015, repayment of the loan granted by Clayax Acquisition Luxembourg 5 (the Issuer’s then

majority shareholder) to the amount of €430.5 million in principal and interest accrued;

– on June 11, 2015, in the context of its initial public offering, the Group repaid all its facilities relating to the

senior credit agreement dated August 18, 2011 and subsequent amendments (Facilities B, C1, C2, capex and

Revolving Credit Facility with maturity at August 31, 2017), for a total amount of €1,147.3 million; and

– on June 11, 2015, in the context of its initial public offering, the Group also repaid its former Facility E of

€625 million and the former 2nd

Lien Notes for a total of €185.6 million, initially drawn down on January 13,

2015.

Moreover, disbursements in 2015 for repayments of loans and borrowings are also due to the contractual

repayments of loans and borrowings under leasing for an amount of €6.6 million, repayments of financing linked

to operational activities for €4.5 million, and repayments on the securitization facility of client receivables to the

amount of €13.1 million.

In 2016, the cash disbursed to repay loans and borrowings totaling €63.9 million was largely due to repayment of

the revolving credit facility for an amount of €50.0 million, to the contractual repayments of borrowings under

leasing for an amount of €8.6 million and repayments of bank loans and other financial liabilities linked to

operational activities for €5.3 million.

Net interest paid

Net interest paid resulted in disbursements totaling €101.2 million and €35.8 million in the financial years ended

December 31, 2015 and 2016, respectively.

In 2015, net interest paid under facilities relating to the Senior Credit Agreement of August 18, 2011 and

subsequent amendments (Facilities B, C1, C2, capex) and those drawn down on January 13, 2015 (the former

Facility E and the former 2nd

Lien Notes) amounted to €35.0 million. Net interest on the bond issue amounted to

€17.0 million. Net interest paid in respect of the Revolving Credit Facility amounted to €3.3 million.

Net interest paid in respect of the new facility of the Senior Credit Facilities Agreement dated May 15, 2015,

Facility A, amounted to €15.5 million.

Other net interest paid concerns the securitization facility for an amount of €3.3 million, along with interest rate

swaps for €14.9 million.

In 2016, net interest paid under Facility A from the Senior Credit Facilities Agreement dated May 15, 2015

amounted to €24.9 million. Interest paid in respect of the Revolving Credit Facility amounted to €2.5 million.

Other interest paid concerns the securitization facility for an amount of €2.7 million, along with interest paid on

bank overdrafts and financial leases.

Dividends paid to non-controlling interests

The Group paid dividends to non-controlling interests totaling €1.2 million and €0.5 million for the financial years

ending December 31, 2015 and 2016, respectively.

110

Dividends paid in 2015 to non-controlling interests went to foreign subsidiaries of SPIE OGS in the amount of

€0.9 million. SPIE Holding GmbH and its subsidiaries in Germany distributed total dividends to no controlling

interests of €0.2 million.

Dividends paid in 2016 to non-controlling interests went to foreign subsidiaries of SPIE OGS in the amount of

€0.3 million and SPIE Holding GmbH and its subsidiaries in Germany in the amount of €0.3 million.

3.5 Goodwill

As of December 31, 2016, goodwill amounted to €2,207.3 million.

3.6 Contractual obligations and off-balance sheet commitments

The Group’s contractual obligations and off-balance sheet commitments are presented in Note 24 of the appendix

to the 2016 Issuer’s Consolidated Financial Statements included in Section “Consolidated financial statements of

the Issuer for the financial year ended December 31, 2016” of this Prospectus.

3.7 Employee benefit obligations

The total IFRS provision for employee benefits obligations of the Group amounted to €275 million for the

financial year ended December 31, 2016, compared to €257 million for the financial year ended December 31,

2015. This increase is mainly due to a decrease in discount rate, primarily in Germany.

The breakdown of the total IFRS provision for employee benefits obligations is as follow:

- France: French retirement indemnities (indemnités de départ en retraite) amounted respectively to

€132 million and €129 million for the financial years ended December 31, 2015 and 2016. They are not

considered as debt-like items.

- Germany: unfunded part of the SPIE GmbH pension plan, amounted respectively to

€75 million and €96 million for the financial years ended December 31, 2015 and 2016 respectively. Net

financial liabilities associated with German unfunded liabilities amounted to €52 million and

€66 million for the financial years ended December 31, 2015 and 2016 respectively. Net financial liabilities

associated with German unfunded liabilities are computed by subtracting the deferred tax assets which

represent 31.5% of the total IFRS provision for each of the financial year ended December 31, 2016 and

2015.

- Other (Switzerland): Group’s employee benefits obligations amounted to €49 million and €50 million for

the financial years ended December 31, 2015 and 2016 and are entirely covered by insurance policies.

4. 2017 Financial objectives

4.1 Assumptions

The objectives presented below are based on data, assumptions and estimates that the Group believes to be

reasonable as of the date of this Prospectus.

These data, assumptions and estimates may change over time or be modified due to uncertainties related to the

economic, financial, competitive and regulatory environment as well as other factors unknown to the Group as of

the date of this Prospectus. In addition, if any of the risks described in Section “Risk Factors” of this Prospectus

were to actually occur, they could have an adverse effect on the Group’s business, results of operations, financial

situation or outlook, and could therefore jeopardise its ability to achieve the objectives presented below. Moreover,

the achievement of these objectives implies the success of the Group’s strategy and in particular the successful

integration of SAG. The Group cannot give any assurance or guarantee that it will achieve the objectives described

in this section.

The Group has established its objectives on the basis of its consolidated financial statements for the financial year

ended December 31, 2016.

111

These objectives are primarily based on the following assumptions for the financial year 2017:

- stabilised revenue (on an organic basis) and margins on the France segment compared to levels reported

for the financial year ended December 31, 2016, despite an uncertain economic and political environment

and difficult pricing conditions;

- a continuation of the good trends observed in the North-Western Europe and Germany & Central Europe

segments, with further margin increase;

- continued challenging conditions in Oil & Gas activities; very good trends in Nuclear activities, however

a lower ‘Grand Carénage’ activity level;

- the closing of the Acquisition of SAG in end March 2017 and its successful integration in the Group with

the implementation of the synergies described in Section “Description of the Acquisition and of the SAG

group – 2. Presentation of the Acquisition - Synergies” of this Prospectus; and

- in respect of SAG, the pursuit of the long-term growth dynamics in the energy services market in

Germany (as described in Section “Description of the Acquisition and of the SAG group – 1. Presentation

of SAG – Market position”).

4.2 Group objectives for the financial year ended December 31, 2017

On the basis of the assumptions described above, the Group’s objective is that, including bolt-on acquisitions but

excluding the acquisition of SAG, consolidated production grow by approximately 4% for the financial year ended

December 31, 2017 at constant foreign exchange rates. Based on the Group’s current strong pipeline, 2017 bolt-on

acquisitions should represent a total full-year revenue acquired in the order of €200 million, in line with past years.

As of the date of this Prospectus, the Group (excluding SAG contribution) also aims to generate a stable EBITA

margin in 2017 compared to the 2016 margin.

In addition, the Group expects that SAG would achieve a revenue contribution of approximately €1.0 billion and

generate an EBITA margin of around 6%, including synergies, for the 9 months period beginning on April 1st,

2017.

As to the combined perimeter of SPIE and SAG, the Group’s objective is to achieve a Cash Conversion ratio of

around 100% for the financial year ended December 31, 2017, in line with historical performances of both SPIE

and SAG, and achieve a dividend pay-out ratio of approximately 40% of adjusted consolidated net income

attributable to the Group. In addition, the Board of Directors intends to pay an interim cash dividend in 2017,

amounting to 30% of the approved dividend for the financial year ended December 31, 2016.

112

RECENT DEVELOPMENTS

Press release dated March 10, 2017

Press release

2016 full-year results

Another year of strong delivery of the SPIE model

Cergy, March 10th

, 2017

2016 highlights

Robust financial performance

- Revenue excluding Oil & Gas: +2.3% (+3.5% ex. FX), good momentum in Q4

- EBITA: €352.4 m; margin up 15 bps

- Adjusted31

EPS32

up +2.7%

- Outstanding cash conversion33

: 122%

- Net leverage down to 2.3x

Record year for bolt-on acquisitions: €263 m total revenue acquired

Recommended dividend up +6.0%: €0.53 per share34

Acquisition of SAG : a major step forward in SPIE’s strategic development

In millions of euros 2016

2015

Restated35

Change

2015

Published

Revenue 5,144.5 5,264.0 -2.3% 5,296.6

Revenue excluding Oil & Gas 4,809.4 4,701.4 +2.3% 4,734.0

EBITA 352.4 352.7 -0.1% 351.0

EBITA margin 6.8% 6.7% +15 bps 6.6%

Reported net income, Group share 184.0 45.3 n.m. 45.3

Cash flow from operations 429.9 368.2 368.2

Cash conversion 122% 105% 105%

Adjusted earnings per share (€) 1.28 1.25 +2.7% 1.25

Dividend per share (€) 0.53 0.50 +6.0% 0.50

31 Adjusted for amortisation of allocated goodwill and exceptional items

32 Earnings per share, fully diluted

33 Ratio of Cash flow from operations for the financial year to EBITA for the same year 34 Subject to shareholders approval at the next Annual General Meeting on May 16th, 2017

35 Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)

113

Commenting on the results, Gauthier Louette, Chairman & CEO, declared: ‘2016 was another year of successful

execution of our business model, which combines a strong focus on technical competence, operational excellence

and financial discipline. It was a record year for bolt-on M&A: we acquired 10 companies, totalling €263 million

of annualised revenue. Thanks to outstanding cash flow generation, we were also able to deleverage faster than

expected and to recommend a 6% increase in dividend. Moreover, 2016 saw a significant step forward in our

strategic development in Germany and Central Europe, as we signed an agreement for the acquisition of SAG, a

major German provider of energy infrastructure services, thus reinforcing our position as a truly pan-European

leader in multi-technical services. With the integration of SAG, 2017 will be a pivotal year for SPIE and we are

very confident in the strengths of the Group, its future prospects, and its ability to create long-term value.’

2016 Financial headlines

Consolidated revenue was €5,145 million in 2016, down -2.3% year-on-year. This change includes a

-1.2% foreign exchange impact, mainly due to the weakening of the GBP, and a -4.7% organic contraction, while

acquisitions accounted for +3.6%. The organic contraction was primarily due to Oil & Gas. Excluding Oil & Gas,

overall revenue increased by +2.3% in 2016, with a limited -0.7% organic decrease.

Revenue momentum continued to improve in the 4th

quarter of 2016. Excluding Oil & Gas, revenue was up +6.1%,

and +8.0% at constant exchange rates (after +2.1% and +4.0%, respectively, in the 3rd

quarter of 2016), with

positive organic growth for the second quarter in a row.

EBITA margin was 6.8% in 2016, up 15 basis points relative to 2015. As expected, strong progress was achieved

in Germany & Central Europe and in North-Western Europe, as we further rolled out our model in these

geographies. Group EBITA was stable at €352 million (+6% excluding Oil & Gas).

Cash Flow from Operations was excellent, at €430 million, with cash conversion at an outstanding 122%,

reflecting quality of earnings, and sustained progress in the implementation of SPIE’s rigorous working capital

management processes across our most recent geographies.

Net income (Group share) rose to €184.0 million, from €45.3 million in 2015. Interest expenses decreased

significantly in 2016 (€39.4 million, vs. €76.3 million in 2015), as a consequence of the IPO and the subsequent

deleveraging. 2016 net income also benefitted from a €35.8 million net gain from deferred tax adjustment36

. On the

other hand, 2015 had been negatively impacted by one-off costs related to the IPO.

Adjusted net income (Group share), adjusted for the amortisation of allocated goodwill and for non-recurring

items, amounted to €197.9 million, with adjusted EPS at €1.28, up +2.7% year-on-year.

Net Debt was €909 million at December 31st, 2016, down from €999 million at December 31

st, 2015 pro forma

37.

The net debt to EBITDA38

leverage ratio was 2.3x, down from 2.6x pro forma a year before.

A dividend of €0.53 per share, representing a 6.0% increase on 2015, will be proposed to the Annual General

Meeting of Shareholders, to be paid in cash in May 31st, 2017 (ex date: May 29

th, 2017).

36 Under France’s 2017 finance bill, the French corporate income tax rate applicable to SPIE will decrease to 28% as of 2020.

37 Pro forma for the change in consolidation method of our OCTG activity (€924 million reported at December 31st, 2015)

38 Earnings before interest, taxes, depreciation and amortization for the last twelve months, computed as if all 2016 bolt-on acquisitions had been completed as of

January 1st, 2016

114

Comments by segment

In millions of euros

2016

2015

Restated39

Change

France

Revenue 2,253.5 2,274.4 -0.9%

EBITA 157.3 158.8 -0.9%

EBITA margin 7.0% 7.0% stable

Germany & Central Europe

Revenue 927.0 892.4 3.9%

EBITA 45.2 35.8 26.0%

EBITA margin 4.9% 4.0% 86 bps

North-Western Europe

Revenue 1,374.3 1,303.3 5.5%

EBITA 67.4 60.4 11.6%

EBITA margin 4.9% 4.6% 27 bps

Oil & Gas and Nuclear

Revenue 589.6 793.9 -25.7%

EBITA 62.6 77.0 -18.8%

EBITA margin 10.6% 9.7% 91 bps

Holding

EBITA 19.9 20.6 -3.2%

Group

Revenue 5,144.5 5,264.0 -2.3%

EBITA 352.4 352.7 -0.1%

EBITA margin 6.8% 6.7% 15 bps

France

In the France segment, margins were maintained at their best-in-class level, through a challenging economic

environment. We continued to enforce strict contract selectivity, focusing on profitable and low-risk business, and

to optimise our highly flexible cost base. The acquisition in April 2016 of the RDI Group complemented our ICT

offering and mitigated a -2.4% organic revenue contraction. We saw better trends in markets such as Telecoms,

Food, Pharmaceutical, Aeronautics or Retail, while the Commercial market remained competitive. Our activity

with the public sector (25% of the France revenue in 2016) stabilised, after a significant decline in 2015.

As part of the ‘Ambition 2020’ plan, aimed at sharpening our France segment’s organisation to anticipate market

evolutions and better capitalise on future growth opportunities, the creation of SPIE Facilities and SPIE

CityNetworks was finalised in January 2017, as planned. SPIE CityNetworks regroups our Infrastructure and

39

Restated in accordance with IFRS 5 (refer to notes to 2016 interim consolidated financial statements for further details).

115

Telecom services activities and SPIE Facilities our Technical Facility Management activities. These two pure

players will foster innovation, particularly in the areas of predictive maintenance and service digitalisation.

Alongside SPIE ICS and our five historical regional subsidiaries, now fully dedicated to the industrial, tertiary and

transport markets, they will constitute a better-focused organisation, combining the strengths of our nationwide and

pan-European offerings with an optimal local proximity.

Germany & Central Europe

The Germany & Central Europe segment reported a strong +26.0% increase in EBITA. EBITA margin progressed

significantly, at 4.9% (4.0% in 2015) and revenue was up +3.9%, thanks to a good contribution from recent

acquisitions, notably GfT and Comnet in the field of ICT. Organic growth was

-3.4%, due to the one-off impacts of having exited dilutive legacy contracts in Germany in 2015, and restructuring

our operations in Switzerland.

In Germany, EBITA margin grew by 100 bps, exceeding 5% well ahead of plan, and we completed our 6th bolt-on

acquisition since 2013. The roll out of the SPIE model has been a success and our platform is well-poised for the

next major step in its development, the integration of SAG.

In Switzerland, 2016 performance was impacted by the restructuring process initiated in 2015, with double-digit

declines in both revenue and EBITA. However, EBITA margin started to recover in the 3rd

and the 4th

quarters, as

expected.

North-Western Europe

EBITA in the North-Western Europe segment grew significantly, by +11.6%. Revenue was up +5.5%, despite a -

3.8% negative foreign exchange impact due to the weakening of the GBP. Acquisitions contributed +7.1%, while

organic growth was +2.2%. EBITA margin increased to 4.9% (4.6% in 2015), with progresses in all 3 major

geographies.

After a weak first half of 2016, impacted by delayed decision-making from certain customers around the Brexit

referendum, our UK business posted strong organic growth in the second half of the year, benefitting from a well-

diversified customer base and activity portfolio, while EBITA margin made further progress.

Trends were good in the Netherlands and Belgium, with both countries growing through acquisitions and

organically, and reporting margin increases.

116

Oil & Gas and Nuclear

The Oil & Gas and Nuclear segment recorded a -18.8% decrease in EBITA. Revenue was down

-25.7% in 2016 (-24.6% at constant currency). EBITA margin was 10.6% (9.7% in 2015).

In our Oil & Gas activities, customer activity was strongly impacted by the sharp fall in oil prices at the beginning

of the year, and remained subdued throughout the year. Our service activities were down

-24.0% at constant currency, while we were able to protect our margins through careful contract renegotiation,

active management of our flexible cost base, and successful diversification in downstream activities. Volumes in

our OCTG40

activity fell sharply (-89%) with, however, a positive mix effect in terms of margin.

Our Nuclear business reported growth in revenue and EBITA, supported by a peak level of activity related to the

‘Grand Carénage’ programme, which aims at extending the life of French nuclear reactors.

A record year for bolt-on M&A activity

In 2016, SPIE acquired 10 companies, with total annualised revenue of €263 million, the highest in 10 years and

above the €200 million guidance. 2016 bolt-on acquisitions were primarily focused on the North-Western Europe

and Germany & Central Europe segments, where SPIE further increased its network density (e.g. Trios Group in

the UK, Alewijnse in the Netherlands), strengthened its ICT capabilities (Comnet and GfT in Germany), reinforced

its position in certain markets (e.g. the Dutch retail installation market with Aaftink, the UK food, beverage and

pharmaceutical markets with Environmental Engineering), and expanded the range of its services (e.g. fire

protection and security in Central Europe with Agis).

The aggregate EBITA multiple for these transactions was 5.2x, before synergies.

Acquisition of SAG: a major step forward in SPIE’s strategic development

On December 23rd

2016, SPIE signed an agreement for the acquisition of SAG, the German leader in energy

infrastructure services, which employs approximately 8,000 people and reported revenue of €1.3 billion and EBITA

of c. €77 million in 201641

. This acquisition constitutes a major step forward in SPIE’s strategic development, as it

will significantly enhance the Group’s presence in Germany and Central Europe, and strongly increase its exposure

to attractive Transmission & Distribution markets.

The transaction consideration is approximately €850 million, including a net cash consideration of €460 million

and a post-tax net pension liability of €390 million. Based on a 9-month contribution (subject to final closing date,

expected in March 2017) and including synergies, the accretive impact on SPIE’s 2017 adjusted net income should

be c. 10%, consistent with the information provided in December 2016.

Financing – Balance sheet

Cash conversion was outstanding, at 122%, reflecting the quality of our earnings, and sustained progress in the

implementation of SPIE’s working capital management processes across our most recent geographies.

Net debt at December 31st, 2016 was €909 million, compared to €999 million at December 31

st, 2015, pro forma

for the deconsolidation of our OCTG activity as at January 1st, 2016 (€924 million as reported) and net leverage

decreased to 2.3x, from 2.6x at the end of 2015 on a pro forma basis.

Following the signing of the acquisition of SAG, SPIE’s long term corporate credit rating was confirmed by both

Moody’s and Standard & Poor’s, at Ba3 and BB, respectively42

.

40

Oil country tubular goods

41 Based on information provided by SAG. Revenue and EBITA presented are restated from non-recurring items and changes in scope of consolidation. 42

Outlook changed from positive to stable by Standard & Poor’s

117

The financing of the SAG acquisition is secured by a fully committed bridge facility, which was undrawn as at

December 31st, 2016. SPIE intends to refinance this facility by way of a bonds issue that would be launched

shortly, subject to market conditions.

2017 outlook

Based on our strong pipeline, revenue acquired in 2017, through new bolt-on acquisitions, should again be in the

order of €200 million on a full-year basis.

In 2017, excluding SAG:

Group revenue is expected to grow by c. 4% at constant foreign exchange;

Group EBITA margin is expected to remain stable at its excellent 2016 level.

In addition, SAG’s revenue contribution over nine months (subject to the transaction final closing date) should be

c.€1.0 bn, with an EBITA margin around c.6%, including synergies.

Based on the proven track records of both SPIE and SAG, we are confident that the combined Group will achieve

c.100% cash conversion.

Dividend pay-out ratio will remain at c.40% of adjusted net income attributable to the Group. In addition, the

Board of Directors intends to pay an interim cash dividend in 2017, amounting to 30% of the approved dividend

for 2016.

Consolidated financial statements

The consolidated financial statements of the SPIE Group as of and for the year ended December 31st, 2016 have

been approved by the Board of Directors on March 9th

, 2017. Audit procedures on the consolidated financial

statements are complete and the audit report has been issued.

The audited consolidated financial statements (full financial statements and notes) and the slide presentation of the

2016 consolidated annual results are available on our website www.spie.com, in the “Finance/Regulated

Information” section.

Conference call for investors and analysts

Date: Friday, March 10th

, 2017

9.00 am Paris time - 8.00 am London time

Speakers:

Gauthier Louette, Chairman & CEO

Denis Chêne, CFO

118

About SPIE

As the independent European leader in multi-technical services in the areas of energy and communications, SPIE

supports its customers to design, build, operate and maintain energy-efficient and environmentally-friendly

facilities. With 38,000 employees working from close to 600 sites in 38 countries, SPIE achieved in 2016

consolidated revenues of €5.1 billion and consolidated EBITA of €352 million.

www.spie.com

https://www.facebook.com/SPIEgroup

http://twitter.com/spiegroup

Disclaimer

Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements

are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business

strategies (including the successful integration of SAG) and the environment in which SPIE operates, and involve known and unknown risks,

uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be

materially different from those expressed or implied by these forward-looking statements.

Forward-looking statements speak only as of the date of this press release and SPIE expressly disclaims any obligation or undertaking to

release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any

change in events, conditions or circumstances on which these forward-looking statements are based. Such forward- looking statements are for

illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various

risks and uncertainties, many of which are difficult to predict and generally beyond the control of SPIE. Actual results could differ materially

from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those

discussed or identified under Chapter 4 “Risk factors” in the 2015 Registration Document, which received the AMF visa n° R. 16 - 0030 on

April 28th, 2016, and is available on the website of the Company (www.spie.com) and of the AMF (www.amf-france.org).

This press release includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy

or completeness of the information or opinions contained in this press release.

The historical figures related to SAG included in this press release have been provided to SPIE by SAG within the context of the acquisition

process. These historical figures have not been audited or subject to a limited review by the auditors of SPIE.

This press release includes pro forma financial information in relation to the financial year ended December 31st, 2016, which has been

prepared as if the acquisition of SAG by SPIE had been completed as of January 1st, 2016. This pro forma financial information is provided for

information purposes only and does not represent the results that would have been achieved if this acquisition had actually been completed on

such date.

This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France,

the United States or any other jurisdiction.

119

Appendix

Consolidated income statement

In thousands of euros 2016 2015

Restated*

Revenue 5,155,699 5,399,249

Other income 33,211 31,403

Operating expenses (4,870,546) (5,113,758)

Recurring operating income 318,364 316,894

Other operating expense (28,982) (61,582)

Other operating income 12,927 13,958

Operating income 302,309 269,270

Net income (loss) from companies accounted for under the

equity method 426 379

Operating income including companies accounted for

under the equity method 302,735 269,649

Interests charges and losses from cash equivalents (39,386) (76,309)

Gains from cash equivalents 187 1,339

Costs of net financial debt (39,199) (74,970)

Other financial expenses (34,559) (127,422)

Other financial incomes 21,451 34,536

Other financial incomes and expenses (13,108) (92,886)

Pre-tax income 250,428 101,793

Income tax expense (47,914) (57,452)

Net income from continuing operations 202,514 44,341

Net income from discontinued operations (18,482) (6,037)

NET INCOME 184,032 38,304

Net income from continuing operations attributable to:

. Owners of the parent 202,502 51,318

. Non-controlling interests 12 (6,977)

202,514 44,341

Net income attributable to:

120

. Owners of the parent 184,020 45,281

. Non-controlling interests 12 (6,977)

184,032 38,304

* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)

121

Reconciliation between revenue (as per management accounts) and revenue under IFRS

In millions of euros 2016 2015

Restated*

Revenue (as per management accounts) 5,144.5 5,264.0

Sonaid (OCTG activity) (a) (14.3) 105.5

Holding activities (b) 23.0 30.9

Others (c) 2.5 (1.2)

Revenue under IFRS 5,155.7 5,399.2

* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)

(a) Group Share of Sonaid’s revenue (55%) in 2016 and non-group share (45%) in 2015. In the Group’s IFRS

consolidated accounts, Sonaid is equity-accounted since January 1st, 2016 and was fully consolidated before,

whereas it is accounted proportionally in the Group’s revenue per management accounts in both periods.

(b) Non-Group revenue of SPIE Operations and other non-operational entities.

(c) Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-

Group entities that do not correspond to operational activity (primarily re-invoicing of expenses on account);

revenue from entities consolidated under the equity method, or for which consolidation is pending.

Reconciliation between EBITA and Operating income

In millions of euros 2016 2015

Restated*

EBITA 352.4 352.7

Amortisation of intangible assets (allocated goodwill) (33.5) (36.1)

Discontinued activities and restructuring costs (a) (16.7) (17.7)

Financial commissions (1.8) (1.8)

Non-controlling interests (b) 0.1 3.6

Costs related to IPO and Employee shareholding plan - (29.6)

Others (c) 2.4 (1.4)

Operating Income (including equity-accounted

companies) 302.7 269.6

* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)

(a) Costs related to reorganisations and restructuring, in France, the United kingdom, and Switzerland.

(b) Group Share of Sonaid’s operating income (55%) in 2016 and non-group share (45%) in 2015. In the Group’s

IFRS consolidated accounts, Sonaid is equity-accounted since January 1st, 2016 and was fully consolidated

before, whereas it is accounted proportionally in the Group’s EBITA in both periods.

(c) Other items in 2016 mainly include (i) a capital gain subsequent to the change in consolidation method of

Sonaid pursuant to IFRS 11 (€5.3 million), (ii) the release of an unused earn-out provision, (iii) an expense

recognized on the free share plan allocation, in compliance with IFRS 2 and (iv) costs related to external

growth projects.

122

Consolidated balance sheet

In thousands of euros Dec. 31st, 2016 Dec. 31

st, 2015

Non-current assets

Intangible assets 777,366 791,992

Goodwill 2,207,341 2,148,937

Property, plant and equipment 99,923 110,095

Investments in companies accounted for under the equity

method 2,913 2,837

Non-consolidated shares and long-term loans 58,421 44,925

Other non-current financial assets 4,633 8,713

Deferred tax assets 235,364 244,613

Total non-current assets 3,385,961 3,352,112

Current assets

Inventories 24,554 24,935

Trade receivables 1,370,872 1,463,885

Current tax receivables 26,960 24,904

Other current assets 226,361 227,112

Other current financial assets 7,629 8,540

Cash management financial assets 5,500 245,777

Cash and cash equivalents 560,157 358,013

Total current assets from continuing operations 2,222,033 2,353,166

Assets classified as held for sale 15,238 14,480

Total current assets 2,237,271 2,367,646

TOTAL ASSETS 5,623,232 5,719,758

In thousands of euros Dec. 31st, 2016 Dec. 31

st, 2015

Equity

Share capital 72,416 72,416

Share premium 1,170,496 1,170,496

Consolidated reserves (11,844) 29,919

Net income attributable to the owners of the parent 184,020 45,281

Equity attributable to owners of the parent 1,415,088 1,318,112

Non-controlling interests 2,160 (1,277)

Total equity 1,417,248 1,316,835

Non-current liabilities

Interest-bearing loans and borrowings 1,126,947 1,121,803

123

Non-current provisions 49,226 73,054

Accrued pension and other employee benefits 291,974 272,353

Other non-current liabilities 6,066 8,110

Deferred tax liabilities 267,845 310,375

Total non-current liabilities 1,742,058 1,785,695

Current liabilities

Trade payables 780,008 901,535

Interest-bearing loans and borrowings (current portion) 332,293 395,734

Current provisions 93,225 98,788

Income tax payable 30,425 28,340

Other current operating liabilities 1,211,062 1,181,416

Total current liabilities from continuing operations 2,447,013 2,605,813

Liabilities associated with assets classified as held for sale 16,913 11,415

Total current liabilities 2,463,926 2,617,228

TOTAL EQUITY AND LIABILITIES 5,623,232 5,719,758

124

Net debt

In millions of euros Dec. 31st, 2016 Dec. 31

st, 2015

Loans and borrowings per balance sheet 1,459.2 1,517.5

Capitalised borrowing costs 11.4 14.5

Others (0.7) (1.0)

Gross financial debt (a) 1,469.9 1,531.0

Cash management financial assets per balance sheet 5.5 245.8

Cash and cash equivalent per balance sheet 560.2 358.0

Accrued interest 0.1 (0.3)

Cash held in discontinued operations (7.0) 1.4

Gross cash (b) 558.8 604.9

Consolidated net debt (a) – (b) 911.1 926.1

Unconsolidated net cash (1.7) (1.6)

Net debt 909.4 924.5

Pro forma 2016 figures including SAG

On a pro forma basis (including SAG as if it had been acquired as of January 1st, 2016), the Group would have

generated consolidated revenue of €6,469.8 and consolidated EBITA of €429.3 for the financial year ended

December 31st, 2016, compared to €5,144.5 and €352.4 respectively on an historical basis.

125

Consolidated cash flow statement

In thousands of euros 2016 2015

Restated*

CASH AND CASH EQUIVALENTS AT BEGINNING OF

THE PERIOD 551,800 493,598

Operating activities

Net income 184,032 38,304

Loss from companies accounted for under the equity method (426) (379)

Depreciation, amortisation, and provisions 47,914 48,315

Proceeds on disposals of assets 2,473 4,623

Dividend income (0) -

Income tax expense 44,065 53,748

Elimination of costs of net financial debt 39,217 74,967

Elimination of non-recurring costs related to refinancing - 72,572

Other non-cash items (229) (4,049)

Internally generated funds from (used in) operations 317,046 288,101

Income tax paid (58,057) (68,339)

Changes in operating working capital requirements 99,006 52,706

Dividends received from companies accounted for under the

equity method 350 400

Net cash flow from (used in) operating activities 358,345 272,866

Investing activities

Effect of changes in the scope of consolidation (170,803) (33,388)

Acquisition of property, plant and equipment and intangible

assets (36,449) (34,521)

Net investment in financial assets (80) (138)

Changes in loans and advances granted 1,164 2,351

Proceeds from disposals of property, plant and equipment and

intangible assets 8,348 2,754

Proceeds from disposals of financial assets 282 161

Dividends received (0) (0)

Net cash flow from (used in) investing activities (197,538) (62,781)

Financing activities

Issue of share capital (53) 733,116

Proceeds from loans and borrowings 931 2,043,490

Repayment of loans and borrowings (63,874) (2,830,784)

Net interest paid (35,755) (101,237)

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Dividends paid to owners of the parent (77,038) -

Dividends paid to non-controlling interests (544) (1,152)

Other cash flows from (used in) financing activities - -

Net cash flow from (used in) financing activities (176,333) (156,567)

Impact of changes in exchange rates (17,741) 4,824

Impact of changes in accounting policies - (144)

Net change in cash and cash equivalents (33,267) 58,201

CASH AND CASH EQUIVALENTS AT END OF THE

PERIOD 518,534 551,800

* Restated in accordance with IFRS 5 (refer to notes to 2016 consolidated financial statements for further details)

127

DESCRIPTION OF THE GUARANTORS

The following section includes a detailed description of the subsidiaries of the Issuer that are Guarantors under

the Conditions as of the date of this Prospectus.

In accordance with the provisions of Article 8(2)(c) of the Prospectus Directive, the AMF granted an approval on

a request for omission from inclusion in the Prospectus of the financial statements of the Original Guarantors for

the financial years ended December 31, 2015 and 2016 as would otherwise have been required pursuant to Item 3

of Annex VI of Regulation (EC) No. 809/2004 and Item 11 of Annex IX of Regulation (EC) No. 809/2004, as

amended. The Group’s consolidated financial statements include all of the subsidiaries of the Group, including the

Original Guarantors. As at December 31, 2015, the Original Guarantors represented a total contribution of

€3,659,529 to the Group’s consolidated revenue (i.e., 67.8%), a total contribution to the Group’s consolidated

EBITDA of €288,124 (i.e., 74.0%), a total contribution to the Group’s net debt of €654,933 and a total

contribution to the Group’s total equity of €180,999.

1. FINANCIÈRE SPIE

Financière SPIE was incorporated on June 21, 2006 as a French société par actions simplifiée under French law.

Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1

34 24 30 00).

The duration of Financière SPIE is ninety-nine (99) years from its registration. Financière SPIE is registered with

the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under

number 490 683 463.

Statutory Auditors

As of the date of this Prospectus, the statutory auditors of Financière SPIE are Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France, and PricewaterhouseCoopers

Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. Ernst & Young et Autres and

PricewaterhouseCoopers Audit have audited Financière SPIE’s financial statements in accordance with generally

accepted auditing standards in France for each of the two financial years ended December 31, 2015 and 2016.

Ernst & Young et Autres and PricewaterhouseCoopers Audit are members of the Compagnie régionale des

Commissaires aux comptes de Versailles.

Business Overview

Financière SPIE is an intermediary holding company of the Group; it does not have operational activities. It is the

former holding company of the Group, incorporated upon completion of the first leverage buy out over the Group

in 2006 by PAI Partners.

Management Bodies

As at the date of this Prospectus, the management body of Financière SPIE comprises the following person:

Name, Position in Financière SPIE Principal terms of office and duties performed outside

Financière SPIE

SPIE SA, Président Not applicable

The address of the President is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.

No potential conflicts of interests exist between any duties to Financière SPIE of its President referred to above

and its private interests and/or other duties.

128

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that Financière SPIE must comply with.

Share Capital

Financière SPIE is a 100% subsidiary of SPIE SA. For a description of the organisational structure of the Group,

please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this

Prospectus.

Financière SPIE’s issued share capital at the date of this Prospectus was €678,517.77 represented by 67,851,777

ordinary shares with a nominal value of €0.01 each. Financière SPIE has no other classes of shares. The share

capital is fully paid up in cash. Financière SPIE has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of Financière SPIE articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to purchase, sell or manage, for its own account, French and non-French securities of any kind and issued by

any company; to purchase, subscribe, manage, sell, exchange these securities and any rights issued by any

company, to take interests in or hold, directly or indirectly, any stake in any existing or future company or

enterprise (by way of creation of new companies, capital contributions, subscriptions, purchases or exchanges

of securities, bonds, warrants, company rights or company assets, mergers, joint ventures, economic interest

groups, or any other means, as well as long term or short term shareholder’s current accounts or loans); to

purchase and attribute for its own benefit all movable and immovable property, to operate, sell or make a

contribution in kind to the share capital of a company of such property; to participate in any transaction

relating to the operation, the management or the administration of any business or enterprise; to purchase or

rent immovable property necessary to the purpose of the company,

– and, in general, all financial, commercial, industrial, civil transactions or transactions relating to movable or

immovable property that may relate, directly or indirectly, to the above corporate purpose and any other

similar or equivalent corporate purposes and which contributes, directly or indirectly, to the company’s

purpose, its expansion, development or property.

Litigation

As of the date of this Prospectus, Financière SPIE has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which Financière SPIE is aware),

during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on Financière SPIE’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, Financière SPIE has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to Financière SPIE’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect Financière SPIE’s ability to fulfil its obligations under the Bonds to the Bondholders

are described in Section “Risk Factors” of this Prospectus.

129

Key financial information

For the financial year ended December 31, 2015, the contribution of Financière SPIE to the Group’s EBITDA is

€2.1 million, to the Group’s net debt is €716.9 million43

and to the Group’s total equity is €1,413 million.

Financière SPIE did not contribute to the Group’s revenue for this financial year.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of

Financière SPIE and there has been no material adverse change in the prospects of Financière SPIE since

December 31, 2016.

2. SPIE OPERATIONS

SPIE Operations was incorporated on April 4, 1995 as a French société par actions simplifiée under French law.

Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1

34 21 30 00).

The duration of SPIE Operations is ninety-nine (99) years from its registration. SPIE Operations is registered with

the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under

number 399 258 755.

Statutory Auditors

As of the date of this Prospectus, the statutory auditors of SPIE Operations are Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France, and PricewaterhouseCoopers

Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. Ernst & Young et Autres and

PricewaterhouseCoopers Audit have audited SPIE Operations’ financial statements in accordance with generally

accepted auditing standards in France for each of the two financial years ended December 31, 2015 and 2016.

Ernst & Young et Autres and PricewaterhouseCoopers Audit are members of the Compagnie régionale des

Commissaires aux comptes de Versailles.

Business Overview

SPIE Operations is the holding company of the Group in respect of its operating companies.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Operations comprises the following persons:

Name, Position in SPIE Operations Principal terms of office and duties performed outside

SPIE Operations

Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

Gilles Brazey, Directeur général délégué Directeur Général Délégué France de SPIE SA

The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.

No potential conflicts of interests exist between any duties to SPIE Operations of the persons referred to above and

their private interests and/or other duties.

43 Contributions to the Group’s net debt as presented in the section “Description of the Guarantors” of this Prospectus refer to the total net

debt of the Group as of December 31, 2016 which amounts to €924.5 million.

130

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Operations must comply with.

Share Capital

SPIE Operations is a 100% subsidiary of Financière SPIE. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE Operations’ issued share capital at the date of this Prospectus was €133,337,224.54 represented by

11,504,506 ordinary shares with a nominal value of €11.59 each. SPIE Operations has no other classes of shares.

The share capital is fully paid up in cash. SPIE Operations has no notes cum warrants, nor convertible notes

outstanding.

Corporate Object

Article 2 of SPIE Operations articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

(i) to engage in and execute any metallurgical, mechanical, metallic or electrical projects and constructions;

to engage in and execute any private and public projects and constructions of all kinds; to participate in

any transactions relating to the construction, the management and the production of buildings and

immovable property of all kinds; to build and operate equipment and conveyance systems of all kinds; to

participate in any operation relating to the production and application of energy in all its forms, including

the development of any related industry, the grant or purchase of any concession, lease or government

interest of any operation that falls within the company’s purpose;

(ii) to obtain, purchase, sell, operate any patent relating to these industries;

(iii) to participate in any enterprise or company, regardless of its legal form, which operates in matters relating

to the company’s business or which contributes to its industry and its business and, in general, any

industrial, commercial or financial transactions or any transaction relating to movable or immovable

property which may directly or indirectly relate to the above corporate purpose;

The company may complete any transaction that falls within its corporate purpose, acting either alone on its own

behalf or on behalf of any third parties, either through equity investment or by purchasing, subscribing,

contributing or exchanging any rights, shares of interest within any company, regardless of its legal form, with a

similar or equivalent corporate purpose.

The purpose of the company is also, in France and abroad:

(a) for its own account, to purchase, sell and manage French or non-French securities of all kind and from all

enterprises;

(b) to purchase, subscribe, manage, sell, exchange these securities or any rights within any company;

(c) to take interests in or hold, directly or indirectly, any stake in any existing or future company or

enterprise: creation of a new company, capital contribution, subscription of shares, bonds or any other

security, acquisition of partnerships, limited partnerships or joint venture company rights, merger,

alliance and any other means and kinds in use in France and abroad;

(d) to purchase and attribute for its own benefit all movable and immovable property, to operate, sell or make

a contribution in kind to the share capital of a company of such property;

(e) to be involved in any transaction relating to the operation, the management or the administration of any

business or enterprise;

131

(f) to build, purchase, rent or sell immovable property necessary to the purpose of the company;

and, in general, any economic or legal, financial, civil or commercial transactions, that may relate, directly or

indirectly, on its own behalf or on behalf of any third parties, to this corporate purpose or any similar, equivalent

or complementary corporate purpose.

Litigation

As of the date of this Prospectus, SPIE Operations has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Operations is aware),

other than those described below, during a period covering at least the previous 12 months which may have, or

have had in the recent past, significant effects on SPIE Operations’ financial position or profitability.

Material litigation and arbitration proceedings in which SPIE Operations is involved are detailed in Section

“Description of the Issuer – 9. Legal proceedings and arbitration - 9.2. Recourse of the Île-de-France Region –

Lycées of Île-de-France” and Section “Description of the Issuer – 9. Legal proceedings and arbitration –

9.3. Recourse by SNCF – EOLE” of this Prospectus.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Operations has not entered into

any material contracts that are not entered into in the ordinary course of its business, which could result in it, or

any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Operations’ ability to meet

its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Operations’ ability to fulfil its obligations under the Bonds to the Bondholders

are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Operations to the Group’s revenue is

€29.0 million, to the Group’s EBITDA is €40.1 million, to the Group’s net debt is €(196.2) million and to the

Group’s total equity is €(1,072) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Operations and there has been no material adverse change in the prospects of SPIE Operations since December 31,

2016.

3. SPIE ILE-DE-FRANCE NORD-OUEST

SPIE Ile-de-France Nord-Ouest was incorporated on November 30, 2001 as a French société par actions simplifiée

à associé unique under French law. Its registered office is located at 1/3, Place de la Berline, 93287 Saint-Denis

Cedex, France (tel: + 33 (0) 1 48 13 42 42).

The duration of SPIE Ile-de-France Nord-Ouest is ninety-nine (99) years from its registration. SPIE Ile-de-France

Nord-Ouest is registered with the French Register of Commerce and Companies (Registre du Commerce et des

Sociétés) of Bobigny under number 440 056 182.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Ile-de-France Nord-Ouest is Ernst & Young et

Autres, which is located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young

132

et Autres has audited SPIE Ile-de-France Nord Ouest’s financial statements in accordance with generally accepted

auditing standards in France for each of the two financial years ended December 31, 2015 and 2016. Ernst &

Young et Autres is a member of the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Ile-de-France Nord-Ouest is the Group company operating multi-technical services activities in Ile-de-

France (Paris and suburbs) and in Northwestern France. For a description of these activities, please refer to

Section “Description of the Issuer – 4.2. France - Mechanical and Electrical Services and Technical Facility

Management” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Ile-de-France Nord-Ouest comprises the

following persons:

Name, Position in SPIE Ile-de-France Nord-Ouest Principal terms of office and duties performed outside

SPIE Ile-de-France Nord-Ouest

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Arnaud Tirmarche, Directeur général Not applicable

The address of the members of the above managers is 1/3, Place de la Berline, 93287 Saint-Denis Cedex, France.

No potential conflicts of interests exist between any duties to SPIE Ile-de-France Nord-Ouest of the persons

referred to above and their private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Ile-de-France Nord-Ouest must comply with.

Share Capital

SPIE Ile-de-France Nord-Ouest is a 100% subsidiary of SPIE Operations. For a description of the organizational

structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of

December 31, 2016” of this Prospectus.

SPIE Ile-de-France Nord-Ouest’s issued share capital at the date of this Prospectus was €25,192,000 represented

by 1,574,500 ordinary shares with a nominal value of €16 each. SPIE Ile-de-France Nord-Ouest has no other

classes of shares. The share capital is fully paid up in cash. SPIE Ile-de-France Nord-Ouest has no notes cum

warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE Ile-de-France Nord-Ouest articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to engage in and execute projects and constructions;

– any studies, research, assistance to clients, project development, management and installations of any kind;

– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and

in particular services relating to technical or administrative multi-services management, major maintenance

and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering

or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in

general, to industrial and commercial facilities, to facilities dedicated to production, transportation,

133

distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,

electromechanics, pipes, and to all kinds of public and private projects;

– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of

any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;

– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any

transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities

or rights within a company, or in any other way relating to the business of the company or which contributes

to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all

kinds.

And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to

the above corporate purpose, or which contributes to its expansion and its development.

Litigation

As of the date of this Prospectus, SPIE Ile-de-France Nord-Ouest has no knowledge of any governmental, legal or

arbitration proceedings (including any such proceedings which are pending or threatened of which SPIE Ile-de-

France Nord-Ouest is aware), during a period covering at least the previous 12 months which may have, or have

had in the recent past, significant effects on SPIE Ile-de-France Nord-Ouest’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Ile-de-France Nord-Ouest has not

entered into any material contracts that are not entered into in the ordinary course of its business, which could

result in it, or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Ile-de-France

Nord-Ouest’s ability to meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Ile-de-France Nord-Ouest’s ability to fulfil its obligations under the Bonds to the

Bondholders are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Ile-de-France Nord-Ouest to the

Group’s revenue is €510.5 million, to the Group’s EBITDA is €38.1 million, to the Group’s net debt is €101.4

million and to the Group’s total equity is €7.2 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Ile-de-France Nord-Ouest and there has been no material adverse change in the prospects of SPIE Ile-de-France

Nord-Ouest since December 31, 2016.

134

4. SPIE OUEST-CENTRE

SPIE Ouest-Centre was incorporated on November 30, 2001 as a French société par actions simplifiée under

French law. Its registered office is located at 7, rue Julius & Ethel Rosenberg – BP 90263, 44818 Saint-Herblain

Cedex, France (tel: + 33 (0) 2 40 67 06 06).

The duration of SPIE Ouest-Centre is ninety-nine (99) years from its registration. SPIE Ouest-Centre is registered

with the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nantes under

number 440 056 356.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Ouest-Centre is Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has

audited SPIE Ouest-Centre’s financial statements in accordance with generally accepted auditing standards in

France for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a

member of the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Ouest-Centre is the Group company operating multi-technical services activities in Western and Central

France. For a description of these activities, please refer to Section “Description of the Issuer – 4.2. France -

Mechanical and Electrical Services and Technical Facility Management” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Ouest-Centre comprises the following persons:

Name, Position in SPIE Ouest-Centre Principal terms of office and duties performed outside

SPIE Ouest-Centre

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Philippe Brugalle, Directeur général Not applicable

The address of the above managers is 7, rue Julius & Ethel Rosenberg – BP 90263, 44818 Saint-Herblain Cedex,

France.

No potential conflicts of interests exist between any duties to SPIE Ouest-Centre of the persons referred to above

and their private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Ouest-Centre must comply with.

Share Capital

SPIE Ouest-Centre is a 100% subsidiary of SPIE Operations. For a description of the organizational structure of

the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”

of this Prospectus.

SPIE Ouest-Centre’s issued share capital at the date of this Prospectus was €19,108,000 represented by 1,194,250

ordinary shares with a nominal value of €16 each. SPIE Ouest-Centre has no other classes of shares. The share

capital is fully paid up in cash. SPIE Ouest-Centre has no notes cum warrants, nor convertible notes outstanding.

135

Corporate Object

Article 2 of SPIE Ouest-Centre articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to engage in and execute projects and constructions;

– any studies, research, assistance to clients, project development, management and installations of any kind;

– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and

in particular services relating to technical or administrative multi-services management, major maintenance

and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering

or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in

general, to industrial and commercial facilities, to facilities dedicated to production, transportation,

distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,

electromechanics, pipes, and to all kinds of public and private projects;

– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of

any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;

– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any

transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities

or rights within a company, or in any other way relating to the business of the company or which contributes

to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all

kinds.

And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to

the above corporate purpose, or which contributes to its expansion and its development.

Litigation

As of the date of this Prospectus, SPIE Ouest-Centre has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Ouest-Centre is

aware), other than those described below, during a period covering at least the previous 12 months which may

have, or have had in the recent past, significant effects on SPIE Ouest-Centre’s financial position or profitability.

Material litigation and arbitration proceedings in which SPIE Ouest-Centre is involved are detailed in Section

“Description of the Issuer – 9. Legal proceedings and arbitration – 9.5 Investigation in the context of a market in

Finistère (France)” of this Prospectus.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Ouest-Centre has not entered into

any material contracts that are not entered into in the ordinary course of its business, which could result in it, or

any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Ouest-Centre’s ability to

meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Ouest Centre’s ability to fulfil its obligations under the Bonds to the

Bondholders are described in Section “Risk Factors” of this Prospectus.

136

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Ouest-Centre to the Group’s revenue is

€362.1 million, to the Group’s EBITDA is €25.8 million, to the Group’s net debt is €37.5 million and to the

Group’s total equity is €25.3 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Ouest-Centre and there has been no material adverse change in the prospects of SPIE Ouest-Centre since

December 31, 2016.

5. SPIE SUD-EST

SPIE Sud-Est was incorporated on November 30, 2001 as a French société par actions simplifiée à associé unique

under French law. Its registered office is located at 4, avenue Jean Jaurès – BP 19, 69320 Feyzin, France (tel: + 33

(0)4 72 21 12 00).

The duration of SPIE Sud-Est is ninety-nine (99) years from its registration. SPIE Sud-Est is registered with the

French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Lyon under number

440 055 861.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Sud-Est is Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has

audited SPIE Sud-Est’s financial statements in accordance with generally accepted auditing standards in France

for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of

the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Sud-Est is the Group company operating multi-technical services activities in Southern-Eastern France. For a

description of these activities, please refer to “Description of the Issuer – 4.2. France - Mechanical and Electrical

Services and Technical Facility Management” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Sud-Est comprises the following persons:

Name, Position in SPIE Sud-Est Principal terms of office and duties performed outside

SPIE Sud-Est

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Pascal Poncet, Directeur général Not applicable

The address of the above managers is 4, avenue Jean Jaurès – BP 19, 69320 Feyzin, France.

No potential conflicts of interests exist between any duties SPIE Sud-Est of the persons referred to above and their

private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Sud-Est must comply with.

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Share Capital

SPIE Sud-Est is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE Sud-Est’s issued share capital at the date of this Prospectus was €20,115,904 represented by 1,257,244

ordinary shares with a nominal value of €16 each. SPIE Sud-Est has no other classes of shares. The share capital is

fully paid up in cash. SPIE Sud-Est has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE Sud-Est articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to engage in and execute projects and constructions;

– any studies, research, assistance to clients, project development, management and installations of any kind;

– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and

in particular services relating to technical or administrative multi-services management, major maintenance

and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering

or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in

general, to industrial and commercial facilities, to facilities dedicated to production, transportation,

distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,

electromechanics, pipes, and to all kinds of public and private projects;

– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of

any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;

– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any

transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities

or rights within a company, or in any other way relating to the business of the company or which contributes

to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all

kinds.

And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to

the above corporate purpose, or which contributes to its expansion and its development.

Litigation

As of the date of this Prospectus, SPIE Sud-Est has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Sud-Est is aware),

other than those described below, during a period covering at least the previous 12 months which may have, or

have had in the recent past, significant effects on SPIE Sud-Est’s financial position or profitability.

Material litigation and arbitration proceedings in which SPIE Sud-Est is involved are detailed in Section

“Description of the Issuer – 9. Legal proceedings and arbitration – 9.4 Investigation in the context of bid tenders

launched in the public lighting sector in Ardèche (France)” of this Prospectus.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Sud-Est has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

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its subsidiaries, being under an obligation or entitlement that is material to SPIE Sud-Est’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Sud-Est’s ability to fulfil its obligations under the Bonds to the Bondholders are

described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Sud-Est to the Group’s revenue is

€326.1 million, to the Group’s EBITDA is €22.8 million, to the Group’s net debt is €40.8 million and to the

Group’s total equity is €16.6 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Sud-Est and there has been no material adverse change in the prospects of SPIE Sud-Est since December 31, 2016.

6. SPIE SUD-OUEST

SPIE Sud-Ouest was incorporated on November 30, 2001 as a French société par actions simplifiée à associé

unique under French law. Its registered office is located at 70, Chemin de Payssat – Zone Industrielle de

Montaudran, 31400 Toulouse, France (tel: + 33 (0) 5 61 36 75 75).

The duration of SPIE Sud-Ouest is ninety-nine (99) years from its registration. SPIE Sud-Ouest is registered with

the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Toulouse under

number 440 056 463.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Sud-Ouest is Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has

audited SPIE Sud-Ouest’s financial statements in accordance with generally accepted auditing standards in France

for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of

the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Sud-Ouest is the Group company operating multi-technical services activities in Southern-Western France.

For a description of these activities, please refer to Section “Description of the Issuer – 4.2. France - Mechanical

and Electrical Services and Technical Facility Management” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Sud-Ouest comprises the following persons:

Name, Position in SPIE Sud-Ouest Principal terms of office and duties performed outside

SPIE Sud-Ouest

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Alain Langlais, Directeur général Chairman of the Board of directors of SPIE Maroc

The address of the above managers is 70, Chemin de Payssat – Zone Industrielle de Montaudran, 31400 Toulouse,

France.

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No potential conflicts of interests exist between any duties to SPIE Sud-Ouest of the persons referred to above and

their private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Sud-Ouest must comply with.

Share Capital

SPIE Sud-Ouest is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE Sud-Ouest’s issued share capital at the date of this Prospectus was €30,868,000 represented by 1,929,250

ordinary shares with a nominal value of €16 each. SPIE Sud-Ouest has no other classes of shares. The share

capital is fully paid up in cash. SPIE Sud-Ouest has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE Sud-Ouest articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to engage in and execute projects and constructions;

– any studies, research, assistance to clients, project development, management and installations of any kind;

– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and

in particular services relating to technical or administrative multi-services management, major maintenance

and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering

or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in

general, to industrial and commercial facilities, to facilities dedicated to production, transportation,

distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,

electromechanics, pipes, and to all kinds of public and private projects;

– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of

any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;

– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any

transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities

or rights within a company, or in any other way relating to the business of the company or which contributes

to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all

kinds.

And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to

the above corporate purpose, or which contributes to its expansion and its development.

Litigation

As of the date of this Prospectus, SPIE Sud-Ouest has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Sud-Ouest is aware),

other than those described below, during a period covering at least the previous 12 months which may have, or

have had in the recent past, significant effects on SPIE Sud-Ouest’s financial position or profitability.

Material litigation and arbitration proceedings in which SPIE Sud-Ouest is involved are detailed in Section

“Description of the Issuer – 9. Legal proceedings and arbitration – 9.1 Anti-competitive practices in South-

Western France” of this Prospectus.

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Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Sud-Ouest has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE Sud-Ouest’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Sud-Ouest’s ability to fulfil its obligations under the Bonds to the Bondholders

are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Sud-Ouest to the Group’s revenue is

€349.9 million, to the Group’s EBITDA is €22.4 million, to the Group’s net debt is €49.5 million and to the

Group’s total equity is €(3.1) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Sud-Ouest and there has been no material adverse change in the prospects of SPIE Sud-Ouest since December 31,

2016.

7. SPIE EST

SPIE Est was incorporated on November 30, 2001 as a French société par actions simplifiée under French law. Its

registered office is located at 2, route de Lingolsheim – BP 70330 Geispolsheim Gare, 67411 Illkirch, France (tel:

+ 33 (0) 3 88 67 56 00).

The duration of SPIE Est is ninety-nine (99) years from its registration. SPIE Est is registered with the French

Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Strasbourg under number

440 056 026.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Est is Ernst & Young et Autres, which is located at

1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has audited SPIE

Est’s financial statements in accordance with generally accepted auditing standards in France for each of the two

financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of the Compagnie

régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Est is the Group company operating multi-technical services activities in Eastern France. For a description of

these activities, please refer to Section “Description of the Issuer – 4.2. France - Mechanical and Electrical

Services and Technical Facility Management” of this Prospectus.

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Management Bodies

As at the date of this Prospectus, the management body of SPIE Est comprises the following persons:

Name, Position in SPIE Est Principal terms of office and duties performed outside

SPIE Est

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Cyrille Pouet, Directeur général Not applicable

The address of the above managers is 2, route de Lingolsheim – BP 70330 Geispolsheim Gare, 67411 Illkirch,

France.

No potential conflicts of interests exist between any duties to SPIE Est of the persons referred to above and their

private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Est must comply with.

Share Capital

SPIE Est is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the Group,

please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this

Prospectus.

SPIE Est’s issued share capital at the date of this Prospectus was €16,392,000 represented by 1,024,500 ordinary

shares with a nominal value of €16 each. SPIE Est has no other classes of shares. The share capital is fully paid up

in cash. SPIE Est has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE Est articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

– to engage in and execute projects and constructions;

– any studies, research, assistance to clients, project development, management and installations of any kind;

– to provide maintenance and operate, for its own account or for the account of third parties, all activities, and

in particular services relating to technical or administrative multi-services management, major maintenance

and small projects in respect of all or parts of facilities, industrial equipment or buildings, of civil engineering

or infrastructures; the foregoing shall apply in all areas relating to building and immovable property in

general, to industrial and commercial facilities, to facilities dedicated to production, transportation,

distribution and use of any kind of energy, telecommunications, electrotechnics, electronics, mechanics,

electromechanics, pipes, and to all kinds of public and private projects;

– to obtain, purchase, sell back, sell, operate, make a contribution in kind to the share capital of a company of

any patent, license, trademark and processes relating, directly or indirectly, to the purpose of the company;

– to take interests in or hold, directly or indirectly, any stake in the share capital of any company or in any

transaction, either by way of creation of new companies, capital contribution, mergers, purchase of securities

or rights within a company, or in any other way relating to the business of the company or which contributes

to its industry and its business, and to acquire concessions relating, directly or indirectly, to installations of all

kinds.

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And, in general, any financial, industrial and commercial transactions which may relates, directly or indirectly, to

the above corporate purpose, or which contributes to its expansion and its development.

Litigation

As of the date of this Prospectus, SPIE Est has no knowledge of any governmental, legal or arbitration proceedings

(including any such proceedings which are pending or threatened of which SPIE Est is aware), during a period

covering at least the previous 12 months which may have, or have had in the recent past, significant effects on

SPIE Est’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Est has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE Est’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Est’s ability to fulfil its obligations under the Bonds to the Bondholders are

described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Est to the Group’s revenue is €207.0

million, to the Group’s EBITDA is €9.3 million, to the Group’s net debt is €25.2 million and to the Group’s total

equity is €8.0 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Est and there has been no material adverse change in the prospects of SPIE Est since December 31, 2016.

8. SPIE NUCLEAIRE

SPIE Nucléaire was incorporated on October 13, 1966 as a French société par actions simplifiée under French law.

Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel: + 33 (0) 1

34 24 33 00).

The duration of SPIE Nucléaire is ninety-nine (99) years from its registration. SPIE Nucléaire is registered with

the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Pontoise under

number 662 049 287.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Nucléaire is Ernst & Young et Autres, which is

located at 1-2, place des Saisons, Paris La Défense, 1 92400 Courbevoie, France. Ernst & Young et Autres has

audited SPIE Nucléaire’s financial statements in accordance with generally accepted auditing standards in France

for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young et Autres is a member of

the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Nucléaire is the Group holding company operating activities in the nuclear industry. For a description of

these activities, please refer to Section “Description of the Issuer – 4.5. Oil & Gas and Nuclear” of this

Prospectus.

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Management Bodies

As at the date of this Prospectus, the management body of SPIE Nucléaire comprises the following persons:

Name, Position in SPIE Nucléaire Principal terms of office and duties performed outside

SPIE Nucléaire

Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

Olivier Domergue, Directeur général Not applicable

The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.

No potential conflicts of interests exist between any duties to SPIE Nucléaire of the persons referred to above and

their private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Nucléaire must comply with.

Share Capital

SPIE Nucléaire is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE Nucléaire’s issued share capital at the date of this Prospectus was €1,458,976 represented by 91,186 ordinary

shares with a nominal value of €16 each. SPIE Nucléaire has no other classes of shares. The share capital is fully

paid up in cash. SPIE Nucléaire has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE Nucléaire articles of association states that:

The purpose of the company is, in France and abroad, to provide for engineering services, studies, supplies,

projects and services in electromechanics for thermal power stations and nuclear facilities or any other significant

projects.

In addition, the company may deal with any industrial, commercial or financial transactions, and any transactions

relating to moveable or immovable property which may directly or indirectly relate to the Company’s purpose or

which may facilitate its expansion or development.

Litigation

As of the date of this Prospectus, SPIE Nucléaire has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Nucléaire is aware),

during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE Nucléaire’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Nucléaire has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE Nucléaire’s ability to meet its

obligations to Bondholders in respect of the Bonds.

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Risk factors

Risk factors that may affect SPIE Nucléaire’s ability to fulfil its obligations under the Bonds to the Bondholders

are described in Section “Risk Factors” of this Prospectus and in particular in Sections “Risk Factors – 2.1. Risks

relating to the Group’s reputation, 2.3. Risks relating to workplace health and safety, 2.12. Risks relating to

nuclear industry activities and 2.14. Risks relating to dependence on certain customers”.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Nucléaire to the Group’s revenue is

€193.5 million, to the Group’s EBITDA is €25.2 million, to the Group’s net debt is €14.2 million and to the

Group’s total equity is €(4.5) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Nucléaire and there has been no material adverse change in the prospects of SPIE Nucléaire since December 31,

2016.

9. SPIE OIL & GAS SERVICES

SPIE Oil & Gas Services was incorporated on December 4, 2003 as a French société par actions simplifiée under

French law. Its registered office is located at 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France (tel:

+ 33 (0) 1 34 22 59 00).

The duration of SPIE Oil & Gas Services is ninety-nine (99) years from its registration. SPIE Oil & Gas Services

is registered with the French Register of Commerce and Companies (Registre du Commerce et des Sociétés) of

Pontoise under number 709 900 245.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Oil & Gas Services is PricewaterhouseCoopers

Audit, which is located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. PricewaterhouseCoopers Audit has

audited SPIE Oil & Gas Services’ financial statements in accordance with generally accepted auditing standards in

France for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers Audit is a

member of the Compagnie régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE Oil & Gas Services is the Group holding company operating oil and gas activities. For a description of these

activities, please refer to Section “Description of the Issuer – 4.5 Oil & Gas and Nuclear” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the management body of SPIE Oil & Gas Services comprises the following

persons:

Name, Position in SPIE Oil & Gas Services Principal terms of office and duties performed outside

SPIE Oil & Gas Services

Gauthier Louette, Président Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

Yves Company, Directeur général Member of the board (Conselho de Gerencia) of Sonaid

The address of the above managers is 10, avenue de l’Entreprise, 95863 Cergy Pontoise Cedex, France.

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No potential conflicts of interests exist between any duties to SPIE Oil & Gas Services of the persons referred to

above and their private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Oil & Gas Services must comply with.

Share Capital

SPIE Oil & Gas Services is a 100% subsidiary of SPIE Operations. For a description of the organisational

structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of

December 31, 2016” of this Prospectus.

SPIE Oil & Gas Services’ issued share capital at the date of this Prospectus was €14,426,000 represented by

901,625 ordinary shares with a nominal value of €16 each. SPIE Oil & Gas Services has no other classes of shares.

The share capital is fully paid up in cash. SPIE Oil & Gas Services has no notes cum warrants, nor convertible

notes outstanding.

Corporate Object

Article 2 of SPIE Oil & Gas Services articles of association states that:

The purpose of the company is, directly or indirectly, in France and abroad:

(a) to provide for services in respect of:

– the selection, hiring, assessment and training of employees,

– management and technical assistance relating to studies, building, commissioning to develop and

operate, and/or provide for servicing of any industrial facility;

(b) any studies, researches, assistance to clients and subcontract in respect of design, development, building

construction, renovation, operation and servicing;

(c) manufacture, selling, maintenance, repair, trading and setting of drilling and production equipment and,

in general, of any material intended for any industrial facility;

in respect of oil and gas, in exploration, production, refining, and in the chemical and petrochemical sectors, in

electric generation and, in general, in industry.

– And more broadly any commercial, industrial, financial transactions or transactions relating to

movable or immovable property which may directly or indirectly relate to the above corporate purpose

or any other similar or equivalent purpose which may facilitate its expansion and its development.

– It being specified that the company may act on its own behalf, on behalf of any third parties, either

acting alone or through equity investment or through companies with any third parties or other

companies, and carry out in any form whatsoever transactions that fall within its corporate purpose.

Litigation

As of the date of this Prospectus, SPIE Oil & Gas Services has no knowledge of any governmental, legal or

arbitration proceedings (including any such proceedings which are pending or threatened of which SPIE Oil & Gas

Services is aware), during a period covering at least the previous 12 months which may have, or have had in the

recent past, significant effects on SPIE Oil & Gas Services’ financial position or profitability.

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Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Oil & Gas Services has not entered

into any material contracts that are not entered into in the ordinary course of its business, which could result in it,

or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Oil & Gas Services’

ability to meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Oil & Gas Services’ ability to fulfil its obligations under the Bonds to the

Bondholders are described in Section “Risk Factors” of this Prospectus and in particular in Sections “Risk Factors

– 1.1. Risks relating to economic conditions and changes in economic conditions, 2.1. Risks relating to the

Group’s reputation, 2.3. Risks relating to workplace health and safety, 2.11. Risks relating to the Oil & Gas sector

business and 2.14. Risks relating to dependence on certain customers”.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Oil & Gas Services to the Group’s

revenue is €89.1 million, to the Group’s EBITDA is €6.1 million, to the Group’s net debt is €(22.7) million and to

the Group’s total equity is €(7.8) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Oil & Gas Services and there has been no material adverse change in the prospects of SPIE Oil & Gas Services

since December 31, 2016.

10. SPIE ICS

SPIE ICS was incorporated on April 21, 1987 as a French société par actions simplifiée under French law. Its

registered office is located at 53, boulevard de Stalingrad, 92247 Malakoff Cedex, France (tel: + 33 (0) 1 41 46 41

46).

The duration of SPIE ICS is ninety-nine (99) years from its registration. SPIE ICS is registered with the French

Register of Commerce and Companies (Registre du Commerce et des Sociétés) of Nanterre under number 319 060

075.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE ICS is PricewaterhouseCoopers Audit, which is

located at 63, rue de Villiers, 92200 Neuilly-sur-Seine, France. PricewaterhouseCoopers Audit has audited SPIE

ICS’ financial statements in accordance with generally accepted auditing standards in France for each of the two

financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers Audit is a member of the Compagnie

régionale des Commissaires aux comptes de Versailles.

Business Overview

SPIE ICS is the Group holding company operating in communication. For a description of these activities, please

refer to Section “Description of the Issuer – 4.1. General Presentation - Information & Communications

Technology Services” and Section “Description of the Issuer – 4.2 France - Information & Communications

Technology Services” of this Prospectus.

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Management Bodies

As at the date of this Prospectus, the management body of SPIE ICS comprises the following persons:

Name, Position in SPIE ICS Principal terms of office and duties performed outside

SPIE ICS

Gilles Brazey, Président Directeur Général Délégué France de SPIE SA

Vincent Magnon, Directeur général Not applicable

The address of the above managers is 53, boulevard de Stalingrad, 92247 Malakoff Cedex, France.

No potential conflicts of interests exist between any duties to SPIE ICS of the persons referred to above and their

private interests and/or other duties.

Under French company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE ICS must comply with.

Share Capital

SPIE ICS is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the Group,

please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of this

Prospectus.

SPIE ICS’s issued share capital at the date of this Prospectus was €16,240,000 represented by 1,624,000 ordinary

shares with a nominal value of €10 each. SPIE ICS has no other classes of shares. The share capital is fully paid up

in cash. SPIE ICS has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE ICS articles of association states that:

The purpose of the company is, directly or indirectly, in France or abroad, the design of telecommunication

systems and IT infrastructure and the supply, induction, set-up and servicing of equipment, its operation and

management for clients, in relation to it and any ancillary services, as well as any transaction relating to:

(i) entering into any arrangement or any agreement relating to the company’s purpose;

(ii) to take interests and stakes in any existing or future company or enterprise which operates in matters

relating to the company’s purpose;

(iii) to participate in any economical, legal or financial, civil or commercial transaction, which may relate,

directly or indirectly, to the above corporate purpose or to any other similar or adjacent purposes,

including mergers, alliance, consortium, etc.

(iv) to purchase, operate or sell any processes and patents in respect of such activity;

(v) to create, acquire, rent, lease and manage any business activity, the leasing, installation, operation of any

facility, business activity, factory, workshop, relating to such activity;

and in general, all industrial, commercial and financial transactions, and any transaction relating to movable or

immovable property which may directly or indirectly relate to the above corporate purpose or any similar or

equivalent purposes.

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Litigation

As of the date of this Prospectus, SPIE ICS has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE ICS is aware), during

a period covering at least the previous 12 months which may have, or have had in the recent past, significant

effects on SPIE ICS’ financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE ICS has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE ICS’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE ICS’ ability to fulfil its obligations under the Bonds to the Bondholders are

described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE ICS to the Group’s revenue is €233.1

million, to the Group’s EBITDA is €23.3 million, to the Group’s net debt is €24.4 million and to the Group’s total

equity is €(18.5) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

ICS and there has been no material adverse change in the prospects of SPIE ICS since December 31, 2016.

11. SPIE GMBH

SPIE GmbH was incorporated on April 23, 2013 as a limited liability company (Gesellschaft mit beschränkter

Haftung) under German law. Its registered office is located at Alfredstrasse 236, 45133 Essen, Germany (tel: + 49

(0) 201 824 7500).

The duration of SPIE GmbH is unlimited. SPIE GmbH is registered with the Commercial Register of the Local

Court of Essen (Handelsregister des Amtsgerichts Essen) under number HRB 24584.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE GmbH is Deloitte GmbH

Wirtschaftsprüfungsgesellschaft, which is located at München, Niederlassung Düsseldorf, Schwannstrasse 6,

40476 Düsseldorf, Germany. Deloitte GmbH Wirtschaftsprüfungsgesellschaft has audited SPIE GmbH’s financial

statements in accordance with generally accepted auditing standards in Germany for each of the two financial

years ended December 31, 2015 and 2016. Deloitte GmbH Wirtschaftsprüfungsgesellschaftis a member of the

German Chamber of Public Accountants, Berlin (Wirtschaftsprüferkammer).

Business Overview

SPIE GmbH is the Group company operating multi-technical services in the areas of Technical Facility

Management, Energy Management, Mechanical and Electrical services and increasingly Information and

Communication Services in Germany. For a description of these activities, please refer to Section “Description of

the Issuer Group – 4.3 Germany & Central Europe” of this Prospectus.

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Management Body

As at the date of this Prospectus, the Management of SPIE GmbH comprises the following persons:

Name, Position in SPIE GmbH Principal terms of office and duties performed outside

the Group

M. Markus Holzke, Managing Director Not applicable

Supervisory Body

As at the date of this Prospectus, the Supervisory Board of SPIE GmbH comprises the following persons:

Name, Position in Supervisory Board of SPIE GmbH Principal terms of office and duties performed outside

SPIE GmbH

M. Gauthier Louette, Supervisory Board Chairman Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

M. Ulrich Best, Supervisory Board Vice-Chairman Not applicable

M. Pascal Colbatzky, Supervisory Board Member General Counsel at SPIE SA

M. Johan Dekempe, Supervisory Board Member Not applicable

M. Frank Hackethal, Supervisory Board Member Not applicable

M. Hans-Hermann Loest, Supervisory Board Member Not applicable

M. Marcus Pardeyke, Supervisory Board Member Not applicable

M. Gerrit Pennings, Supervisory Board Member Not applicable

M. Bernard Rolland De Ravel, Supervisory Board Member Not applicable

Mme Regine Stachelhaus, Supervisory Board Member - Member of Board of Directors of Computacenter

Hatfield UK

- Member of the Supervisory Board of Covestro AG

Leverkusen Germany

- Member of Board of Metro AG Düsseldorf Germany

M. Eckhard Stoermer, Supervisory Board Member Not applicable

M. Holger Vermeer, Supervisory Board Member Not applicable

The address of the members of the Supervisory Board is Alfredstrasse 236, 45133 Essen, Germany.

No potential conflicts of interests exist between any duties to SPIE GmbH of the persons referred to above and

their private interests and/or other duties.

Under German company law, there is currently no legal corporate governance regime (other than ordinary

corporate governance) that SPIE GmbH must comply with.

Share Capital

SPIE GmbH is a 100% subsidiary of SPIE Holding GmbH. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

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SPIE GmbH’s issued share capital at the date of this Prospectus was €10,000,000 represented by 2 ordinary shares

with a nominal value of €25,000 and €9,975,000, respectively. SPIE GmbH has no other classes of shares. The

share capital is fully paid up. SPIE GmbH has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of SPIE GmbH articles of association states that:

The purpose of the company is the delivery, coordination and awarding of services regarding the technical,

commercial and infrastructural management of real estate, infrastructure facilities and of industrial services to

operational equipment as well as design, installation and operation of energy generation and distribution plants

with the objective of energy savings including the plant-technical, communication-technical and infrastructural

facilities (Facility Management and Energy Management), all at home and abroad. Besides the design, planning,

construction and operation of building and industrial-process-related plants and infrastructure facilities, the

services offered also include the administration, operational management, maintenance, inspection, repair and

optimization of or on the objects as well as the performance and awarding of other related services, including the

performance of consulting services, in the aforementioned business areas.

SPIE GmbH may do all business being in direct or indirect coherence with the aforesaid object.

SPIE GmbH may acquire interests in other enterprises with the same or similar object, especially in the area of

Facility Management and Energy Management, may purchase or incorporate such enterprises. SPIE GmbH is

entitled to set up branch offices in Germany or abroad.

Litigation

As of the date of this Prospectus, SPIE GmbH has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE GmbH is aware),

during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE GmbH’s financial position or profitability..

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE GmbH has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE GmbH’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE GmbH’s ability to fulfil its obligations under the Bonds to the Bondholders are

described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE GmbH to the Group’s revenue is €502.8

million, to the Group’s EBITDA is €25.3 million, to the Group’s net debt is €(64.8) million and to the Group’s

total equity is €24.5 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

GmbH and there has been no material adverse change in the prospects of SPIE GmbH since December 31, 2016.

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12. SPIE HOLDING GMBH

SPIE Holding GmbH was incorporated on July 31, 2013 as a limited liability company (Gesellschaft mit

beschränkter Haftung) under German law. Its registered office is located at Alfredstrasse 236, 45133 Essen,

Germany (tel: + 49 (0) 201 824 7500).

The duration of SPIE Holding GmbH is unlimited. SPIE Holding GmbH is registered with the Commercial

Register of the Local Court of Essen (Handelsregister des Amtsgerichts Essen) under number HRB 24792.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Holding GmbH is Deloitte GmbH

Wirtschaftsprüfungsgesellschaft, which is located at München, Niederlassung Düsseldorf, Schwannstrasse 6,

40476 Düsseldorf, Germany. Deloitte GmbH Wirtschaftsprüfungsgesellschaft has audited SPIE Holding GmbH’s

financial statements in accordance with generally accepted auditing standards in Germany for each of the two

financial years ended December 31, 2015 and 2016. Deloitte GmbH Wirtschaftsprüfungsgesellschaft is a member

of the German Chamber of Public Accountants, Berlin (Wirtschaftsprüferkammer).

Business Overview

SPIE Holding GmbH is the Group holding for activities in Germany.

Management Bodies

As at the date of this Prospectus, the management of SPIE Holding GmbH comprises the following persons:

Name, Position in SPIE Holding GmbH Principal terms of office and duties performed outside

SPIE Holding GmbH

M. Markus Holzke, Managing Director Not applicable

M. Gauthier Louette, Managing Director Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

The address of the above managers is Alfredstrasse 236, 45133 Essen, Germany.

No potential conflicts of interests exist between any duties to SPIE Holding GmbH of the persons referred to

above and their private interests and/or other duties.

Under German company law, there is currently no legal corporate governance regime (other than ordinary

corporate governance) that SPIE Holding GmbH must comply with.

Share Capital

SPIE Holding GmbH is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of

the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”

of this Prospectus.

SPIE Holding GmbH’s issued share capital at the date of this Prospectus was €25,000 represented by 25,000

ordinary shares with a nominal value of €1.00 each. SPIE Holding GmbH has no other classes of shares. The share

capital is fully paid up in cash. SPIE Holding GmbH has no notes cum warrants, nor convertible notes outstanding.

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Corporate Object

Article 2 of SPIE Holding GmbH articles of association states that:

The object of the Company comprises the acquisition, the holding, the administration and the sale of participating

interests of any kind, the rendering of commercial services to related and unrelated companies, as well as all

activities that are part of the scope of activities of an active holding company.

The Company may do all business being in direct or indirect coherence with the aforesaid object.

The Company may acquire interests in other enterprises with the same or similar object, may purchase or

incorporate such enterprises especially as a personally liable general partner. The Company is entitled to set up

branch offices in Germany or abroad under the same or a similar name.

Litigation

As of the date of this Prospectus, SPIE Holding GmbH has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Holding GmbH is

aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE Holding GmbH’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Holding GmbH has not entered

into any material contracts that are not entered into in the ordinary course of its business, which could result in it,

or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Holding GmbH’s ability

to meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Holding GbmH ability to fulfil its obligations under the Bonds to the

Bondholders are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Holding GmbH to the Group’s EBITDA

is €8.3 million and to the Group’s total equity is €(46.2) million. SPIE Holding GmbH did not contribute to the

Group’s revenue and its contribution to the Group’s net debt is not significant44

.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Holding GmbH and there has been no material adverse change in the prospects of SPIE Holding GmbH since

December 31, 2016.

13. SPIE LIMITED

SPIE Limited was incorporated on June 11, 2007 as a private limited company under English law. Its registered

office is located at 33, Gracechurch Street, London EC3V 0BT, United Kingdom (tel: + 44 207 105 2300).

The duration of SPIE Limited is unlimited. SPIE Limited is registered at Companies House under number

06275653.

44 SPIE Holding GmbH’s contribution to the Group’s net debt is of €4,000.

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Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Limited is PricewaterhouseCoopers LLP, which is

located at 1 Embankment, Place WC2 N6RH London, United Kingdom. PricewaterhouseCoopers LLP has audited

SPIE Limited’s financial statements in accordance with generally accepted auditing standards in United Kingdom

for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers LLP is a member

of the Institute of Chartered Accountants in England and Wales.

Business Overview

SPIE Limited is the Group company operating multi-technical and support services on energy, safety and the

environment in the United Kingdom. For a description of these activities, please refer to Section “Description of

the Issuer – 4.4. North-Western Europe – United Kingdom” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the Board of Directors of SPIE Limited comprises the following persons:

Name, Position in SPIE Limited Principal terms of office and duties performed outside

SPIE Limited

M. James Thoden Van Velzen, Chairman of the Board /

Director

Not applicable

M. Daniel Simon Quint, Director Not applicable

The address of the members of the Board of Directors is 33, Gracechurch Street, London EC3V 0BT, United

Kingdom.

No potential conflicts of interests exist between any duties to SPIE Limited of the persons referred to above and

their private interests and/or other duties.

Under English company law, there is currently no legal corporate governance regime (other than ordinary

corporate governance) that SPIE Limited must comply with.

Share Capital

SPIE Limited is a 100% subsidiary of SPIE UK Limited. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE Limited’s issued share capital at the date of this Prospectus was GBP30,000,002 represented by 30,000,002

ordinary shares with a nominal value of GBP1.00 each. SPIE Limited has no other classes of shares. The share

capital is fully paid up in cash. SPIE Limited has no notes cum warrants, nor convertible notes outstanding.

Corporate Object

Article 3 of SPIE Limited articles of association states that:

SPIE Limited’s main objects are:

- To carry on all or any of the businesses of a general commercial company and to co-ordinate all or any

part of the businesses and operations of any and all companies, firms and businesses controlled directly or

indirectly by SPIE Limited or in which SPIE Limited is interested, whether as a shareholder or otherwise

and whether directly or indirectly, and to acquire by purchase, lease, concession, grant, licence or

otherwise such businesses, options, rights, privileges, lands, buildings, leases, underleases, stocks, shares,

debentures, debenture stock, bonds, obligations, securities, reversionary interests, annuities, policies of

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assurance and other property and rights and interests in property as SPIE Limited shall deem fit and

generally to hold, manage, develop, lease, sell or dispose of the same; and to vary any of the investments

of SPIE Limited, to act as trustees of any deeds constituting or securing any debentures, debenture stock

or other securities or obligations; to enter into, assist, or participate in financial, commercial, mercantile,

industrial and other transactions, undertakings and businesses of every description, and to establish, carry

on, develop and extend the same or sell, dispose of or otherwise turn the same to account, to act as

company secretary alone or jointly with any other person or persons for any company or companies

incorporated in any part of the world, as secretary of any association or associations whether incorporated

or not in any part of the world and as agent or overseas company agent for any other body incorporated in

any part of the world, and to provide administrative, legal, technical and financial services of every

description to other companies, firms, or persons, to act as business and office managers and to carry on

all or any of the businesses of capitalists, trustees, financiers, financial agents, company promoters, bill

discounters, insurance brokers and agents, mortgage brokers, rent and debt collectors, stock and share

brokers and dealers and commission and general agents, merchants and traders; and to manufacture, buy,

sell, maintain, repair and deal in plant, machinery, tools, articles and things of all kinds capable of being

used for the purposes of the above-mentioned businesses or any of them, or likely to be required by

customers of or persons having dealings with SPIE Limited.

- To carry on any other business or activity of any nature whatsoever which may seem to the Directors to

be capable of being conveniently or advantageously carried on in connection or conjunction with any

business of SPIE Limited hereinbefore or hereinafter authorised or to be expedient with a view directly or

indirectly to enhancing the value of or to rendering profitable or more profitable any of SPIE Limited's

assets or utilising its skills, know-how or expertise.

- To subscribe, underwrite, purchase, or otherwise acquire, and to hold, dispose of, and deal with, any

shares or other securities or investments of any nature whatsoever, and any options or rights in respect

thereof or interests therein, and to buy and sell foreign exchange.

- To draw, make, accept, endorse, discount, negotiate, execute, and issue, and to buy, sell and deal with

bills of exchange, promissory notes, and other negotiable or transferable instruments or securities.

- To purchase, or otherwise acquire for any estate or interest any property (real or personal) or assets or any

concessions, licences, grants, patents, trade marks, copyrights or other exclusive or non-exclusive rights

of any kind and to hold, develop and turn to account and deal with the same in such manner as may be

thought fit and to make experiments and tests and to carry on all kinds of research work.

- To build, construct, alter, remove, replace, equip, execute, carry out, improve, work, develop, administer,

maintain, manage or control buildings, structures or facilities of all kinds, whether for the purposes of

SPIE Limited or for sale, letting or hire to or in return for any consideration from any company, firm or

person, and to contribute to or assist in or carry out any part of any such operation.

- To promote, or join in the promotion of, any company, whether or not having objects similar to those of

SPIE Limited.

- To borrow and raise money and to secure or discharge any debt or obligation of or binding on SPIE

Limited undertaking, property and assets (present and future) and the uncalled capital of SPIE Limited, or

by the creation and issue of debentures, debenture stock or other securities of any description.

- To guarantee or give indemnities or provide security, whether by personal covenant or by mortgage or

charge upon all or any part of the undertaking, property and assets (present and future) and the uncalled

capital of SPIE Limited, or by all or any such methods, for the performance of any contracts or

obligations, and the payment of capital or principal (together with any premium) and dividends or interest

on any shares, debentures or other securities, of any person, firm or company including (without limiting

the generality of the foregoing) any company which is for the time being a holding company of SPIE

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Limited or another subsidiary of any such holding company or is associated with SPIE Limited in

business.

Litigation

As of the date of this Prospectus, SPIE Limited has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Limited is aware),

during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE Limited’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Limited has not entered into any

material contracts that are not entered into in the ordinary course of its business, which could result in it, or any of

its subsidiaries, being under an obligation or entitlement that is material to SPIE Limited’s ability to meet its

obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Limited’s ability to fulfil its obligations under the Bonds to the Bondholders are

described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Limited to the Group’s revenue is

€385.8 million, to the Group’s EBITDA is €9.1 million, to the Group’s net debt is €(54.7) million and to the

Group’s total equity is €(231.2) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Limited and there has been no material adverse change in the prospects of SPIE Limited since December 31, 2016.

14. SPIE UK LIMITED

SPIE UK Limited was incorporated on March 24, 2010 as a private limited company under English law. Its

registered office is located at 33, Gracechurch Street, London EC3V 0BT, United Kingdom (tel: + 44 207 105

2300).

The duration of SPIE UK Limited is unlimited. SPIE UK Limited is registered at Companies House under number

07201157.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE UK Limited is PricewaterhouseCoopers LLP,

which is located at 1 Embankment, Place WC2 N6RH London, United Kingdom. PricewaterhouseCoopers LLP

has audited SPIE UK Limited’s financial statements in accordance with generally accepted auditing standards in

United Kingdom for each of the two financial years ended December 31, 2015 and 2016. PricewaterhouseCoopers

LLP is a member of the Institute of Chartered Accountants in England and Wales.

Business Overview

SPIE UK Limited is the Group company operating multi-technical services activities in the United Kingdom. For a

description of these activities, please refer to Section “Description of the Issuer – 4.4. North-Western Europe –

United Kingdom” of this Prospectus.

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Management Bodies

As at the date of this Prospectus, the Board of Directors of SPIE UK Limited comprises the following persons:

Name, Position in SPIE UK Limited Principal terms of office and duties performed outside

SPIE UK Limited

M. James Thoden Van Velzen, Chief Executive Officer /

Director

Not applicable

M. Gauthier Louette, Chairman of the Board Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

M. Denis Chêne, Director Chief Financial Officer of SPIE SA

M. Daniel Simon Quint, Director Not applicable

The address of the members of the Board of Directors is 33, Gracechurch Street, London EC3V 0BT, United

Kingdom.

No potential conflicts of interests exist between any duties to SPIE UK Limited of the persons referred to above

and their private interests and/or other duties.

Under English company law, there is currently no legal corporate governance regime (other than ordinary

corporate governance) that SPIE UK Limited must comply with.

Share Capital

SPIE UK Limited is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of the

Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016” of

this Prospectus.

SPIE UK Limited’s issued share capital at the date of this Prospectus was GBP50,000,002 represented by

50,000,002 ordinary shares with a nominal value of GBP1.00 each. SPIE UK Limited has no other classes of

shares. The share capital is fully paid up in cash. SPIE UK Limited has no notes cum warrants, nor convertible

notes outstanding.

Litigation

As of the date of this Prospectus, SPIE UK Limited has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE UK Limited is

aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE UK Limited’s financial position or profitability.

Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE UK Limited has not entered into

any material contracts that are not entered into in the ordinary course of its business, which could result in it, or

any of its subsidiaries, being under an obligation or entitlement that is material to SPIE UK Limited’s ability to

meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE UK Limited’s ability to fulfil its obligations under the Bonds to the Bondholders

are described in Section “Risk Factors” of this Prospectus.

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Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE UK Limited to the Group’s net debt is

€(0.4) million and to the Group’s total equity is €70.8 million. SPIE UK Limited did not contribute to the Group’s

revenue and to the Group’s EBITDA.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

UK Limited and there has been no material adverse change in the prospects of SPIE UK Limited since December

31, 2016.

15. SPIE NEDERLAND B.V.

SPIE Nederland B.V. was incorporated on August 22, 1997 as a limited liability company (Besloten

Vennootschap) under Dutch law. Its registered office is located at Huifakkerstraat 15, 4815 PN Breda, The

Netherlands (tel: + 31 (0) 76 544 54 44).

The duration of SPIE Nederland B.V. is unlimited. SPIE Nederland B.V. is registered with the Netherlands

Chamber of Commercial Business (Handelsregister Kamer van Koophandel) under number 14635629.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of SPIE Nederland B.V. is Ernst & Young, which is located

at Bijster 26, 4817 HX Breda, the Netherlands. Ernst & Young has audited SPIE Nederland B.V.’s financial

statements in accordance with generally accepted auditing standards in the Netherlands for each of the two

financial years ended December 31, 2015 and 2016. Ernst & Young is a member of the Royal Dutch Professional

Association of Accountants (NBA).

Business Overview

SPIE Nederland B.V. is the Group holding company operating multi-technical services activities in the

Netherlands. For a description of these activities, please refer to “Description of the Issuer – 4.4. North-Western

Europe – The Netherlands” of this Prospectus.

Management Bodies

As at the date of this Prospectus, the Supervisory Board of SPIE Nederland B.V. comprises the following persons:

Name, Position in SPIE Nederland B.V. Principal terms of office and duties performed outside

SPIE Nederland B.V.

M. Leonardus A.M. Ummels, Managing Director Not applicable

M. Jos Benders, Chairman of the Supervisory Board Not applicable

M. Denis Chêne, member of the Supervisory Board Chief Financial Officer of SPIE SA

M. Gauthier Louette, member of the Supervisory Board Chairman of the Board of Directors and Chief Executive

Officer of SPIE SA

The address of the members of the Supervisory Board is Huifakkerstraat 15, 4815 PN Breda, The Netherlands.

No potential conflicts of interests exist between any duties to SPIE Nederland B.V. of the persons referred to

above and their private interests and/or other duties.

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Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that SPIE Nederland B.V. must comply with.

Share Capital

SPIE Nederland B.V. is a 100% subsidiary of SPIE Operations. For a description of the organisational structure of

the Group, please refer to Section “Description of the Issuer – 5. Group structure chart as of December 31, 2016”

of this Prospectus.

SPIE Nederland B.V.’s issued share capital at the date of this Prospectus was €57,450,000 represented by 57,450

ordinary shares with a nominal value of €1,000 each. SPIE Nederland B.V. has no other classes of shares. The

share capital is fully paid up in cash. SPIE Nederland B.V. has no notes cum warrants, nor convertible notes

outstanding.

Corporate Object

Article 2 of SPIE Nederland B.V. articles of association states that the company’s corporate object is:

1. (a) to carry on a business, in the broadest sense, including designing, manufacturing, installing,

performing services, maintenance and trading (including import and export) in the field of:

- electro technical-, measuring- and control technical-, telecommunication-, hydraulic-, mechanical-

and electronic installations, equipment, tools and parts thereof;

- tubes, pipes and conduits, for, amongst others, water, gas, electricity and sewerage systems;

- pleating-, cutting- and welding works for tubes, pipes and profiles;

- computer-controlled applications for industrialised automation;

- sanitary installations, lead works, heating, climate-, insulating-, fire-, automation-,

communication- and monitoring equipment, in- and for the purpose of structures and buildings;

- technical security activities,

2. (a) the supervision on the safety of operating electronic installations;

(b) arranging technical automation and IT management.

3. (a) the - with or without others - acquisition and disposition of participating interests or other interests in

legal entities, corporations and businesses, as well as collaborating with these, issuing guaranties and

performing services in the field of trade and finance including providing securities to and in favor of

other businesses, buying and selling of receivables, entering into financial transactions;

(b) acting as director, partner and/or advisor of other legal entities, corporations and businesses;

(c) hiring, hiring out, manufacturing, operating, managing, acquiring, encumbering and disposing of

assets and registered property;

(d) acquiring and/or operating of rights of (sub)licenses, patents, techniques and/or permits.

4. anything else in connection with the foregoing or conducive for that purpose.

Litigation

As of the date of this Prospectus, SPIE Nederland B.V. has no knowledge of any governmental, legal or arbitration

proceedings (including any such proceedings which are pending or threatened of which SPIE Nederland B.V. is

aware), during a period covering at least the previous 12 months which may have, or have had in the recent past,

significant effects on SPIE Nederland B.V.’s financial position or profitability.

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Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, SPIE Nederland B.V. has not entered

into any material contracts that are not entered into in the ordinary course of its business, which could result in it,

or any of its subsidiaries, being under an obligation or entitlement that is material to SPIE Nederland B.V.’s ability

to meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect SPIE Nederland B.V.’s ability to fulfil its obligations under the Bonds to the

Bondholders are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of SPIE Nederland B.V. to the Group’s revenue

is €375.5 million, to the Group’s EBITDA is €23.9 million, to the Group’s net debt is €(15.4) million and to the

Group’s total equity is €(5.1) million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of SPIE

Nederland B.V. and there has been no material adverse change in the prospects of SPIE Nederland B.V. since

December 31, 2016.

16. INFRASTRUCTURE SERVICES & PROJECTS B.V.

Infrastructure Services & Projects B.V. was incorporated on January 1st, 2013 as a limited liability company

(Besloten Vennootschap) under Dutch law. Its registered office is located at Kromme Schaft 3, NL-3991 AR

Houten, The Netherlands (tel: + 31 (0) 76 544 54 44).

The duration of Infrastructure Services & Projects B.V. is unlimited. Infrastructure Services & Projects B.V. is

registered with the Netherlands Chamber of Commercial Business (Handelsregister Kamer van Koophandel)

under number 56183410.

Statutory Auditor

As of the date of this Prospectus, the statutory auditor of Infrastructure Services & Projects B.V. is Ernst & Young,

which is located at Bijster 26, 4817 HX Breda, the Netherlands. Ernst & Young has audited Infrastructure Services

& Projects B.V.’s financial statements in accordance with generally accepted auditing standards in the Netherlands

for each of the two financial years ended December 31, 2015 and 2016. Ernst & Young is a member of the Royal

Dutch Professional Association of Accountants (NBA).

Business Overview

Infrastructure Services & Projects B.V. is the Group company operating in installation, management and

maintenance of cabling infrastructures for data and voice connectivity and on-premise datacenters in the

Netherlands. For a description of these activities, please refer to Section “Description of the Issuer – 4.4. North-

Western Europe – The Netherlands” of this Prospectus.

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Management Bodies

As at the date of this Prospectus, the management of Infrastructure Services & Projects B.V. comprises the

following persons:

Name, Position in Infrastructure Services & Projects

B.V.

Principal terms of office and duties performed outside

Infrastructure Services & Projects B.V.

M. Leonardus A.M. Ummels, Chief Executive Officer Not applicable

SPIE Nederland B.V., Company Director Not applicable

The address of the above managers is Kromme Schaft 3, NL-3991 AR Houten, The Netherlands.

No potential conflicts of interests exist between any duties to Infrastructure Services & Projects B.V. of the

persons referred to above and their private interests and/or other duties.

Under Dutch company law, there is currently no legal corporate governance regime (other than ordinary corporate

governance) that Infrastructure Services & Projects B.V. must comply with.

Share Capital

Infrastructure Services & Projects B.V. is a 100% subsidiary of SPIE Operations. For a description of the

organisational structure of the Group, please refer to Section “Description of the Issuer – 5. Group structure chart

as of December 31, 2016” of this Prospectus.

Infrastructure Services & Projects B.V.’s issued share capital at the date of this Prospectus was €100 represented

by 1 ordinary share with a nominal value of €100. Infrastructure Services & Projects B.V. has no other classes of

shares. The share capital is fully paid up in cash. Infrastructure Services & Projects B.V. has no notes cum

warrants, nor convertible notes outstanding.

Corporate Object

Article 2 of Infrastructure Services & Projects B.V. articles of association states that:

The company’s purpose is:

(a) carrying out activities in the broadest sense in the field of development, deployment and management of

infrastructures for information and (tele)communications services;

(b) to participate in and to manage other companies;

(c) to acquire, manage, use and dispose of registered property and items of property in general;

(d) the financing of group companies and associates;

(e) the provision of guarantees, to bind the company and to pledge its assets from the company on behalf of

businesses and companies with which it forms a group and on behalf of third parties;

anything else in connection with the foregoing or conducive for that purpose.

Litigation

As of the date of this Prospectus, Infrastructure Services & Projects B.V. has no knowledge of any governmental,

legal or arbitration proceedings (including any such proceedings which are pending or threatened of which

Infrastructure Services & Projects B.V. is aware), during a period covering at least the previous 12 months which

may have, or have had in the recent past, significant effects on Infrastructure Services & Projects B.V.’s financial

position or profitability.

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Material Contracts

Except as disclosed in Section “Management’s discussion and analysis of financial condition and results of

operations for the Issuer – 3.2.2. Financial liabilities” of this Prospectus, Infrastructure Services & Projects B.V.

has not entered into any material contracts that are not entered into in the ordinary course of its business, which

could result in it being under an obligation or entitlement that is material to Infrastructure Services & Projects

B.V.’s ability to meet its obligations to Bondholders in respect of the Bonds.

Risk factors

Risk factors that may affect Infrastructure Services & Projects B.V.’s ability to fulfil its obligations under the

Bonds to the Bondholders are described in Section “Risk Factors” of this Prospectus.

Key financial information

For the financial year ended December 31, 2015, the contribution of Infrastructure Services & Projects B.V. to the

Group’s revenue is €95.3 million, to the Group’s EBITDA is €6.3 million, to the Group’s net debt is €(0.9) million

and to the Group’s total equity is €3.6 million.

No significant or material change

As of the date of this Prospectus, there has been no significant change in the financial or trading position of

Infrastructure Services & Projects B.V. and there has been no material adverse change in the prospects of

Infrastructure Services & Projects B.V. since December 31, 2016.

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DESCRIPTION OF THE GUARANTEES

1. Description of the Guarantees

Financière SPIE, SPIE Operations, SPIE Ile-de-France Nord-Ouest, SPIE Ouest-Centre, SPIE Sud-Est, SPIE Sud-

Ouest, SPIE Est, SPIE Nucléaire, SPIE Oil & Gas Services, SPIE ICS, SPIE GmbH, SPIE Holding GmbH, SPIE

Limited, SPIE UK Limited, SPIE Nederland B.V. and Infrastructure Services & Projects B.V. (each, an “Original

Guarantor” and together, the “Original Guarantors”), which are guarantors under the senior facilities agreement

signed by the Issuer on May 15, 2015 (as amended, supplemented, novated or restated from time to time, the

“Senior Credit Facilities Agreement”), have guaranteed the due payment of all sums expressed to be due and

payable by the Issuer or the Guarantors under the Conditions, subject to the relevant Guarantees limitations set out

in Section “Description of the Guarantees – 2. Guarantees Limitations” below and in particular no French

Guarantor is acting jointly and severally with the other Guarantors.

A description of the Guarantors is included in Section “Description of the Guarantors” of the Prospectus.

The obligations of the Original Guarantors in this respect arise pursuant to the guarantees executed by the Original

Guarantors dated March 20, 2017 (the “Guarantees”).

Subsequent to the Issue Date, if any Subsidiary becomes a guarantor in respect of any obligations under the Senior

Credit Facilities Agreement, then the Issuer shall promptly notify the Representative of the Masse in writing, or, in

the event no Representative is acting at that time, give notice to the Bondholders in accordance with Condition 12,

and procure that within 30 Business Days of such notification any such Subsidiary (in such capacity, each such

Subsidiary being an “Additional Guarantor” and together with the Original Guarantors, the “Guarantors”)

shall, execute and deliver a guarantee, pursuant to which, subject to applicable laws and relevant Guarantees

limitations, it guarantees the due payment of all sums expressed to be due and payable by the Issuer or the

Guarantors under the Conditions.

The Representative of the Masse will be required to accept any Guarantees granted subsequently to the Issue Date

in accordance with the provisions of Article L.228-81 of the French Code de commerce.

Upon the release of any of the Guarantors from its guarantee obligation under the Senior Credit Facilities

Agreement, the Guarantee provided by such Guarantor will be automatically and unconditionally released and

discharged.

In accordance with the terms of the Senior Credit Facilities Agreement, a guarantor may be released and discharged

of its guarantee obligations under the Senior Credit Facilities Agreement provided that the remaining guarantors

under the Senior Credit Facilities Agreement, as selected by the Issuer, represent in aggregate at least 65 per cent.

of the Group’s EBITDA (calculated on an unconsolidated basis and excluding all intra-group items and investments

in Subsidiaries of any member of the Group) as at the date that the annual financial statements for each financial

year are released.

The Issuer shall promptly notify the Representative of the Masse of the release of any of the Guarantors in writing,

or, in the event no Representative is acting at that time, give notice to the Bondholders in accordance with

Condition 12.

The Guarantees are governed by the laws of the jurisdiction under which the relevant Guarantor is incorporated.

2. Guarantees Limitations

(a) France

(i) In relation to a French Guarantor, its obligations under the Guarantee shall apply only in so far

as required to:

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(A) guarantee the payment obligations under the Conditions of its direct or indirect

Subsidiaries which are or become Guarantors from time to time under the Conditions

and incurred by those Subsidiaries as Guarantors (if they are French Guarantors); and

(B) guarantee the payment obligations of the Issuer and other Guarantors which are not

direct or indirect Subsidiaries of that French Guarantor, provided that in such case such

guarantee shall be limited: (A) to the payment obligations of the Issuer and/or the

Guarantors, as the case may be, and (B) up to an amount equal to the aggregate of all

amounts borrowed under the Bonds directly (as Issuer) or indirectly (by way of intra-

group loans directly or indirectly from the Issuer) by the Issuer or such other Guarantors

and on-lent directly or indirectly to that French Guarantor and/or its Subsidiaries and

outstanding from time to time (the “Maximum Guaranteed Amount”); it being

specified that any payment made by such French Guarantor under the Guarantee in

respect of the obligations of the Issuer or any other Guarantor shall reduce pro tanto the

outstanding amount of the intercompany loans (if any) due by such French Guarantor to

the Issuer under the intercompany loan arrangements referred to above.

(ii) For the avoidance of doubt, any payment made by a French Guarantor under sub-paragraph

(i)(B) above shall reduce the Maximum Guaranteed Amount.

(iii) No French Guarantor shall secure liabilities under the Bonds which would result in such

French Guarantor not complying with French financial assistance rules as set out in article

L. 225-216 of the French Code de Commerce and/or would constitute a misuse of corporate

assets within the meaning of articles L. 242-6 or L. 244-1 of the French Code de Commerce or

any other law or regulations having the same effect, as interpreted by French courts.

(iv) It is acknowledged that no French Guarantor is acting jointly and severally with the other

Guarantors and no French Guarantor shall therefore be considered as “co-débiteurs solidaire”

with the other Guarantors as to its obligations pursuant to the Guarantee.

(b) England and Wales

In relation to a Guarantor organised in England and Wales, its obligations under the Guarantee shall

not apply to the extent that it would result in such obligations constituting unlawful financial

assistance within the meaning of sections 678 or 679 of the Companies Act 2006.

(c) Germany

a. In relation to a Guarantor organised in the Federal Republic of Germany as a German limited

liability company (Gesellschaft mit beschränkter Haftung) (a “German GmbH Guarantor”)

the payment obligations under the Guarantee (each such guarantee, indemnity and payment

obligation a “Payment Obligation”) shall be limited if and to the extent that:

(A) such Payment Obligation secures any obligation or liability of:

(I) any direct or indirect shareholder of such German GmbH Guarantor (up-

stream); or

(II) any affiliated entity (verbundenes Unternehmen) of such direct or indirect

shareholder within the meaning of Section 15 of the German Stock Corporation

Act (Aktiengesetz) other than affiliated entities in respect of which such

German GmbH Guarantor is a direct or indirect shareholder (cross-stream);

(an “Up-Stream or Cross-Stream Liability”); and

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(B) the enforcement of such Payment Obligation otherwise would have the effect of:

(I) reducing the net assets (Reinvermögen) of the German GmbH Guarantor to an

amount which is less than the amount required to maintain its stated share

capital (Stammkapital); or

(II) where such German GmbH Guarantor’s net assets already are less than the

amount of its stated share capital (Unterbilanz), increasing such existing

shortage of its stated share capital (Vertiefung einer Unterbilanz),

and in each case, result in a violation of Section 30 of the German Limited

Liability Companies Act (Gesetz betreffend die Gesellschaften mit

beschränkter Haftung) (as amended from time to time);

(C) provided that, for the purposes of paragraph a.(B) above, the net assets of the

German GmbH Guarantor shall be determined by applying the generally accepted

accounting principles applicable from time to time in Germany (Grundsätze

ordnungsmäßiger Buchführung) based on the same principles and evaluation methods

as constantly applied by the German GmbH Guarantor in the preparation of its

financial statements and taking into consideration applicable court rulings of German

courts, and taking into account the following:

(I) the amount of any increase of the stated share capital (Stammkapital) of the

German GmbH Guarantor effected after the German GmbH Guarantor became

a Guarantor under the Bonds which is not permitted under the Senior Credit

Facilities Agreement shall be deducted from the stated share capital;

(II) any funds received by the Issuer under the Bonds which have been or are on-

lent or otherwise passed on to the German GmbH Guarantor or to any affiliated

entity (verbundenes Unternehmen) of the German GmbH Guarantor in respect

of which such German GmbH Guarantor is a direct or indirect shareholder and

have not yet been repaid at the time when payment under the Up-stream or

Cross-stream Liability is demanded, shall be disregarded;

(III) loans provided to the German GmbH Guarantor by a member of the Group

shall be disregarded if and to the extent insofar such loans qualify as equity

under the applicable accounting principles and which do not have to be shown

as liabilities on the German GmbH Guarantor’s balance sheet; and

(IV) loans and other contractual liabilities incurred by the German GmbH Guarantor

in breach of the provisions of the Senior Credit Facilities Agreement shall be

disregarded to the extent that such breach can be attributed to wilful

misconduct of the relevant managing director (Geschäftsführer) of the German

GmbH Guarantor.

b. The limitations set out in the preceding paragraphs shall only apply if and to the extent that:

(A) within twenty (20) Business Days following a demand with respect to a Payment

Obligation the German GmbH Guarantor has confirmed in writing to the

Representative of the Masse:

(I) to what extent the Payment Obligation is an Up-stream or Cross-stream

Liability; and

(II) the amount of such Up-stream or Cross-stream Liability which cannot be

enforced as it would cause the German GmbH Guarantor’s net assets to fall

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below its stated share capital or increase an existing shortage of its stated share

capital, taking into account the adjustments set out in paragraph a.(C) above

(the “Management Determination”); and

(B) within thirty (30) Business Days from the date the Representative of the Masse (acting

reasonably) has contested the Management Determination, the German GmbH

Guarantor has provided the Representative of the Masse with a determination by

auditors of international standard and reputation (the “Auditor’s Determination”)

appointed by the German GmbH Guarantor of the amount that would have been

necessary on the date the demand with respect to the Payment Obligation was made to

maintain its stated share capital or to avoid the increase of an existing shortage of its

stated share capital. Such Auditors’ Determination shall be prepared in accordance

with the principles set out in paragraph a.(C) above and shall be binding on the

German GmbH Guarantor and the Representative of the Masse.

c. If according to the Auditor’s Determination the German GmbH Guarantor does not have

sufficient net assets to maintain its stated share capital in accordance with Section 30 of the

German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit

beschränkter Haftung) (as amended from time to time) and to the extent that such realization is

required to satisfy any amounts owed under the Payment Obligations, the German GmbH

Guarantor shall realize, to the extent legally permitted and commercially reasonable, any and all

of its assets that are (i) shown in its balance sheet with a book value (Buchwert) that is

significantly lower than their market value, and (ii) in the reasonable opinion of the German

GmbH Guarantor not required for its business (nicht betriebsnotwendiges Vermögen).

d. In the case of a Guarantor organized in the form of a limited partnership in which the general

partner is a German limited liability company (GmbH & Co. KG), the provisions set out above

shall apply mutatis mutandis to such Guarantor’s general partner (Komplementär).

(d) Other jurisdictions

In respect of an Additional Guarantor incorporated or established in a jurisdiction other than France, England and

Wales, Germany or The Netherlands, the Guarantee shall be subject to any limitations provided under applicable

laws of the place of incorporation of the relevant company which acceded to this Bonds issuance as an Additional

Guarantor.

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DOCUMENTS INCORPORATED BY REFERENCE

The following documents which have previously been published are incorporated by reference in, and form part

of, this Prospectus:

(i) the English translation of the Issuer’s audited consolidated financial statements as at December 31, 2015

together with the notes to such consolidated financial statements (the “2015 Issuer’s Consolidated

Financial Statements”) included in the English translation of the Issuer’s 2015 registration document (the

“2015 Registration Document”) (being an English translation of the Issuer’s document de référence 2015

filed with the AMF on April 28, 2016 under n°R.16-030); and

(ii) the free English translation of the statutory auditors’ report on the 2015 Issuer’s audited consolidated

financial statements included in the Issuer’s 2015 Registration Document (the “2015 Auditors’ Report on

2015 Issuer’s Consolidated Financial Statements”)

Such documents shall be deemed to be incorporated by reference in, and form part of, this Prospectus, save that

any statement included in a document which is deemed to be incorporated by reference herein shall be deemed to

be modified or superseded for the purpose of this Prospectus to the extent that a statement contained herein

modifies or supersedes such earlier statement (whether expressly, by implication or otherwise). Any statement so

modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this

Prospectus.

The 2015 Registration Document is available on the Issuer’s website. Only the 2015 Issuer’s Consolidated

Financial Statements and the 2015 Auditors’ Report on 2015 Issuer’s Consolidated Financial Statements are

incorporated by reference. No other contents of the Issuer’s website which the link is reproduced below, are

incorporated by reference herein: http://www.spie.com/sites/default/files/2804_spie_dref_2015_uk_amf.pdf.

Any information not listed in the cross-reference list below but included in the 2015 Registration Document is not

incorporated by reference.

Non-incorporated parts of the 2015 Registration Document shall not form part of this Prospectus and are either not

relevant for the investors or covered elsewhere in this Prospectus.

Cross-reference list for information incorporated by reference

INFORMATION INCORPORATED BY REFERENCE

Annex 9 of the European Regulation 809/2004/EC of

April 29, 2004

REFERENCE

11 Financial information

11.1 Historical Financial information

Consolidated income statement Page 156 of the 2015 Registration Document

Consolidated statement of comprehensive income Page 157 of the 2015 Registration Document

Consolidated statement of financial position Pages 158 to 159 of the 2015 Registration Document

Consolidated cash flow statement Page 160 of the 2015 Registration Document

Consolidated statement of changes in equity Page 161 of the 2015 Registration Document

Notes to the Consolidated Financial Statements Pages 162 to 228 of the 2015 Registration Document

2015 Auditors’ Report on 2015 Issuer’s Consolidated

Financial Statements

Pages 229 and 230 of the 2015 Registration Document

167

INFORMATION INCORPORATED BY REFERENCE

Annex 9 of the European Regulation 809/2004/EC of

April 29, 2004

REFERENCE

11.2 Financial statements

2015 Issuer’s Consolidated Financial Statements Pages to 156 to 228 of the 2015 Registration Document

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TAXATION

The following is a summary of certain withholding tax considerations relating to the holding of the Bonds. This

summary is based on the laws in force in France as of the date of this Prospectus and is subject to any changes in

law and interpretation hereof (potentially with a retroactive effect). This summary does not purport to be a

comprehensive description of all the tax considerations which may be relevant to a decision to purchase, own or

dispose of, the Bonds. Each prospective holder or beneficial owner of Bonds should consult its tax adviser as to

the French tax consequences of any investment in, or ownership and disposition of, the Bonds.

Withholding tax applicable to holders of the Bonds on interest paid outside France

The following is a summary of certain withholding tax considerations that may be relevant to holders of Bonds

who do not concurrently hold shares in the Issuer.

Payments of interest and other income made by the Issuer with respect to the Bonds are not subject to the

withholding tax set out under Article 125 A III of the French Code général des impôts unless such payments are

made outside France in a non-cooperative State or territory within the meaning of Article 238-0 A of the French

Code général des impôts (a “Non-Cooperative State”), in which case a 75 per cent. withholding tax is applicable

(subject to exceptions and to more favourable provisions of an applicable double tax treaty). Such 75 per cent.

withholding tax is applicable irrespective of the tax residence of the Bondholder. The list of Non-Cooperative

States is published by a ministerial executive order, which is updated on a yearly basis.

Furthermore, according to Article 238 A of the French Code général des impôts, interest and other income are not

deductible from the Issuer’s taxable income if they are paid or accrued to persons domiciled or established in a

Non-Cooperative State or paid to a bank account opened in a Non-Cooperative State (the “Deductibility

Exclusion”). Under certain conditions, any such non-deductible interest or other income may be re-characterised

as constructive dividends pursuant to Articles 109 et seq. of the French Code général des impôts, in which case it

may be subject to the withholding tax provided under Article 119-bis 2 of the same Code, at a rate of 30 per cent.

or 75 per cent. (subject to more favourable provisions of an applicable double tax treaty).

Notwithstanding the foregoing, neither the 75 per cent. withholding tax provided by Article 125 A III of the

French Code général des impôts nor, to the extent the relevant interest or income relates to genuine transactions

and is not in an abnormal or exaggerated amount, the Deductibility Exclusion or the withholding tax set out in

Article 119-bis 2 of the same Code that may be levied as a result of the Deductibility Exclusion will apply in

respect of an issue of Bonds provided that the Issuer can prove that the main purpose and effect of such issue of

Bonds is not that of allowing the payments of interest or income to be made in a Non-Cooperative State (the

“Exception”).

In addition, pursuant to the administrative guidelines published by the French tax authorities (Bulletin Officiel des

Finances Publiques – Impôts) BOI-RPPM-RCM-30-10-20-40, no 70 and 80 and BOI-INT-DG-20-50, no 550 and

990 dated February 11, 2014, and BOI-IR-DOMIC-10-20-20-60, no 10 dated 20 March 2015, the Bonds benefit

from the Exception without the Issuer having to provide any evidence supporting the main purpose and effect of

the issue of Bonds, if such Bonds are:

(i) offered by means of a public offer within the meaning of Article L.411-1 of the French Code monétaire et

financier or pursuant to an equivalent offer in a State other than a Non-Cooperative State. For this purpose,

an “equivalent offer” means any offer requiring the registration or submission of an offer document by or

with a foreign securities market authority; or

(ii) admitted to trading on a regulated market or on a French or foreign multilateral securities trading system

provided that such market or system is not located in a Non-Cooperative State, and the operation of such

market is carried out by a market operator or an investment services provider, or by such other similar

foreign entity, provided further that such market operator, investment services provider or entity is not

located in a Non-Cooperative State; or

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(iii) admitted, at the time of their issue, to the operations of a central depositary or of a securities clearing and

delivery and payments systems operator within the meaning of Article L.561-2 of the French Code

monétaire et financier, or of one or more similar foreign depositaries or operators provided that such

depositaries or operators are not located in a Non-Cooperative State.

As the Bonds are admitted at the time of their issue to the operations of a securities clearing and delivery and

payments system, payments of interest or other income made by or on behalf of the Issuer with respect to the

Bonds will not be subject to the withholding tax set out under Article 125 A III of the French Code général des

impôts and the Deductibility Exclusion will not apply to such payments.

Withholding tax applicable to individuals fiscally domiciled in France

Pursuant to Article 125 A I of the French Code général des impôts, where the paying agent (établissement payeur)

is established in France and subject to certain exceptions, interest and other revenues received under the Bonds by

individuals who are fiscally domiciled in France are subject to a 24 per cent. withholding tax. This withholding tax

is deductible from their personal income tax liability in respect of the year during which the withholding has been

made. Social contributions (CSG, CRDS and other related contributions) are also levied by way of withholding at

an aggregate rate of 15.5 per cent. on such interest and other revenues received by individuals who are fiscally

domiciled in France.

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SUBSCRIPTION AND SALE

BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, ING Bank N.V., London Branch,

Natixis and Société Générale (the “Joint Bookrunners”) have jointly and severally agreed, pursuant to a

Subscription Agreement (the “Subscription Agreement”) dated March 20, 2017, subject to satisfaction of certain

conditions, procure subscribers and payment for, or failing which to subscribe and pay for, the Bonds at the issue

price of 100 per cent. of the principal amount of Bonds (the “Issue Price”), less a combined management and

underwriting commission as separately agreed between the Joint Bookrunners and the Issuer. The Issuer will also

reimburse the Joint Bookrunners in respect of certain of their expenses, and has agreed to indemnify the Joint

Bookrunners against certain liabilities, incurred in connection with the issue of the Bonds. The Subscription

Agreement may be terminated in certain circumstances prior to payment to the Issuer.

United States

The Bonds have not been and will not be registered under the Securities Act, and may not be offered or sold within

the United States except in certain transactions exempt from the registration requirements of the Securities Act.

Terms used in this paragraph have the meaning given to them by Regulation S under the Securities Act.

The Bonds are being offered and sold outside of the United States reliance on Regulation S.

In addition, until 40 days after the commencement of the offering of the Bonds, an offer or sale of Bonds within

the United States by any dealer (whether or not participating in the offering) may violate the registration

requirements of the Securities Act if such offer or sale is made otherwise than in accordance with an available

exemption from registration under the Securities Act.

United Kingdom

Each of the Joint Bookrunners has represented, warranted and agreed that:

(i) it has only communicated or caused to be communicated and will only communicate or cause to be

communicated an invitation or inducement to engage in investment activity (within the meaning of Section

21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by it in connection with the

issue or sale of the Bonds in circumstances in which Section 21(1) of the FSMA does not apply to the

Issuer; and

(ii) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done

by it in relation to the Bonds in, from or otherwise involving the United Kingdom.

France

Each of the Joint Bookrunners has represented and agreed that it has not offered or sold and will not offer or sell,

directly or indirectly, Bonds to the public in France, and has not distributed or caused to be distributed and will not

distribute or cause to be distributed to the public in France, the Prospectus or any other offering material relating to

the Bonds, and that such offers, sales and distributions have been and will be made in France only to (a) providers

of investment services relating to portfolio management for the account of third parties (personnes fournissant le

service d’investissement de gestion de portefeuille pour compte de tiers), and/or (b) qualified investors

(investisseurs qualifiés) investing for their own account, all as defined in, and in accordance with, Articles L.411-

1, L.411-2 and D.411-1 of the French Code monétaire et financier.

General

No action has been or will be taken by the Issuer or the Joint Bookrunners that would, or is intended to, permit a

public offer of the Bonds or possession or distribution of this Prospectus or any other offering material relating to

the Bonds, in any country or jurisdiction where any such action for that purpose is required. Accordingly, each of

the Joint Bookrunners has represented, warranted and agreed that it has not, directly or indirectly, offered or sold

and will not, directly or indirectly, offer or sell any Bonds or has not, directly or indirectly, distributed or

171

published and will not, directly or indirectly, distribute or publish any offering circular, prospectus, form of

application, advertisement or other document or information relating to the Bonds in any country or jurisdiction

except under circumstances that will, to the best of its knowledge and belief, result in compliance with any

applicable laws and regulations and all offers and sales of Bonds by it will be made on the same terms.

Stabilisation

In connection with the issue of the Bonds, Société Générale (the “Stabilising Manager”) (or any person acting on

behalf of the Stabilising Manager) may (but will not be required to) over-allot Bonds or effect transactions within a

specified period, with a view to supporting the market price of the Bonds at a level higher than that which might

otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after

the date on which adequate public disclosure of the terms of the offer of the Bonds is made and, if begun, may

cease at any time, but it must end no later than the earlier of 30 calendar days after the issue date of the Bonds and

60 calendar days after the date of the allotment of the Bonds. Any stabilisation action or over-allotment must be

conducted by the Stabilising Manager in accordance with all applicable laws and rules.

The Issuer confirms the appointment of Société Générale as the central point responsible for adequate public

disclosure of information, and handling any request from a competent authority, in accordance with Article 6(5) of

Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 with regard to regulatory technical standards

for the conditions applicable to buy-back programmes and stabilisation measures.

172

GENERAL INFORMATION

1. Authorisation

The Bonds were issued pursuant to a resolution of the Conseil d’administration (Board of Directors) of the Issuer

adopted on March 9, 2017 and a decision of the Président - Directeur Général of the Issuer dated March 15, 2017.

2. Admission to trading

For the sole purpose of the admission to trading of the Bonds on Euronext Paris and pursuant to Articles L.412-1

and L.621-8 of the French Code monétaire et financier, this Prospectus has been submitted to the AMF and

received a visa no. 17-101 dated March 20, 2017.

Application has been made for the Bonds to be admitted to trading on Euronext Paris as from the Issue Date.

The estimated costs for the admission to trading of the Bonds are €13,200 (including AMF and Euronext Paris

fees).

3. Clearing systems

The Bonds have been accepted for clearance through Clearstream and Euroclear with the Common Code number

158484625 and Euroclear France with the International Securities Identification Number (ISIN) FR0013245263.

The address of Euroclear is 1 boulevard du Roi Albert II, 1210 Brussels, Belgium and the address of Clearstream

is 42 avenue John Fitzgerald Kennedy, L-1855 Luxembourg, Grand-Duchy of Luxembourg. The address of

Euroclear France is 66, rue de la Victoire, 75009 Paris, France.

4. No significant or material change

Save as disclosed in this Prospectus, there has been no significant change in the financial or trading position of the

Issuer and the Group and there has been no material adverse change in the prospects of the Issuer and the Group

since December 31, 2016.

5. Financial statements

The auditors of the Issuer are Ernst & Young et Autres and PricewaterhouseCoopers Audit, who have audited the

Issuer’s consolidated financial statements in accordance with generally accepted auditing standards in France for

each of the two financial years ended December 31, 2015 and 2016. Their audit reports on these financial

statements were issued with unqualified opinions but included emphasis paragraphs. The auditors are independent

statutory auditors with respect to the Issuer as required by the laws of the French Republic and under the

applicable rules of the Compagnie Nationale des Commissaires aux Comptes.

Ernst & Young et Autres is a member of the Compagnie régionale des Commissaires aux comptes de Versailles.

PricewaterhouseCoopers Audit is a member of the Compagnie régionale des Commissaires aux comptes de

Versailles.

6. Documents

Copies of the following documents are available for inspection and collection free of charge (in the case of the

documents referred to in (a), (b), (c) and (d) below, for inspection only) during normal business hours on any

weekday (except Saturdays, Sundays and public holidays) at the specified offices of the Issuer so long as any of

the Bonds are outstanding; copies of the documents referred to in (a), (c), (e) and (f) are also available for

inspection and collection free of charge (in the case of the documents referred to in (a) and (c) below, for

inspection only) during normal business hours on any weekday (except Saturdays, Sundays and public holidays) at

173

the specified offices of the Paying Agent (for the time being in France) so long as any of the Bonds are

outstanding:

(a) the statuts of the Issuer;

(b) the statuts of the Guarantors;

(c) the Agency Agreement;

(d) the Guarantees;

(e) this Prospectus; and

(f) the 2015 Registration Document.

The document referred to in (e) above is available on the websites of the Issuer (http://www.spie.com/) and the

AMF (www.amf-france.org). The document referred to in (f) is available on the website of the Issuer only

(http://www.spie.com/).

7. Yield

The yield of the Bonds is equal to 3.125 per cent. per annum and is calculated on the Issue Date on the basis of the

Issue Price. It is not an indication of future yield.

8. Currency

All references in this document to “euro”, “EUR” and “€” refer to the currency introduced at the start of the third

stage of European economic and monetary union pursuant to the Treaty establishing the European Community

(signed in Rome on 25 March 1957), as amended.

9. Ratings

The Issuer is rated BB with a stable outlook by S&P and Ba3 with a stable outlook by Moody’s. The Bonds have

been assigned a rating of BB by S&P and Ba3 by Moody’s. S&P and Moody’s are established in the European

Union, registered under Regulation (EC) No. 1060/2009, as amended (the “CRA Regulation”) and included in the

list of registered credit rating agencies published by the European Securities and Markets Authority on its website

(https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation. A

security rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension

or withdrawal at any time by the assigning rating agency.

10. Interest

So far as the Issuer is aware, no person involved in the issue of the Bonds has any interest, including conflicting

ones, that is material to the issue.

11. Joint Bookrunners

Certain of the Joint Bookrunners and their affiliates have engaged, and may in the future engage, in investment

banking and/or commercial banking transactions with, and may perform services for, the Issuer and their affiliates

in the ordinary course of business. In addition, in the ordinary course of their business activities, the Joint

Bookrunners and their affiliates may make or hold a broad array of investments and actively trade debt and equity

securities (or related derivative securities) and financial instruments (including bank loans) for their own account

and for the accounts of their customers. Such investments and securities activities may involve securities and/or

instruments of the Issuer or Issuer’s affiliates. Certain of the Joint Bookrunners or their affiliates that have a

lending relationship with the Issuer routinely hedge their credit exposure to the Issuer consistent with their

174

customary risk management policies. Typically, such Joint Bookrunners and their affiliates would hedge such

exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation

of short positions in securities, including potentially the Bonds. Any such short positions could adversely affect

future trading prices of the Bonds. The Joint Bookrunners and their affiliates may also make investment

recommendations and/or publish or express independent research views in respect of such securities or financial

instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities

and instruments. In addition, Natixis is a lender under SAG’s existing credit facilities which will be repaid with the

proceeds of the issuance of the Bonds

12. Forward-looking statements

This Prospectus contains or incorporates by reference objectives, forecasts or other forward-looking statements that

may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and

“project” and other similar expressions that predict or indicate future events or trends or that are not statements of

historical matters. Such objectives, forecasts or other forward-looking statements with respect to revenues,

earnings, performance, strategies, prospects and other aspects of the businesses of the Group, SAG and the

combined group after completion of the contemplated acquisition of SAG are based on current data (including

information provided to the Group by SAG), as well as assumptions and analysis made by the Group in light of its

perception of historical trends, current conditions and expected future developments and other factors it believes

are appropriate in the circumstances. By their nature, forward-looking statements involve known and unknown

risks, uncertainties and assumptions that could cause actual results, performance and the timing of events to differ

materially from those expressed or implied by the forward-looking statements.

These forward-looking statements speak only as of the date on which the statements were made, and no obligation

has been undertaken to publicly update or revise any forward-looking statements made in this Prospectus or

elsewhere as a result of new information, future events or otherwise, except as required by applicable laws and

regulations.

175

CONSOLIDATED FINANCIAL STATEMENTS OF THE ISSUER FOR THE FINANCIAL YEAR

ENDED DECEMBER 31, 2016

The financial statements appearing below are the English translation of the consolidated financial statements of

the Issuer for the year ended December 31, 2016 as audited by its statutory auditors and a free English translation

of their audit report thereon appears on Section “Statutory auditors’ report on the issuer’s consolidated financial

statements for the financial year ended December 31, 2016” of this Prospectus.

SUMMARY

Page

1. CONSOLIDATED INCOME STATEMENT ..................................................................................................179

2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME .......................................................180

3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION ..................................................................181

4. CONSOLIDATED CASH FLOW STATEMENT ...........................................................................................182

5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ...................................................................183

6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ............................................................184

NOTE 1. GENERAL INFORMATION ...............................................................................................................184

NOTE 2. BASIS OF PREPARATION ..................................................................................................................184

2.1. STATEMENT OF COMPLIANCE...................................................................................................................184

2.2. ACCOUNTING POLICIES ..............................................................................................................................184

2.3. CRITICAL JUDGMENT AND ESTIMATES ..................................................................................................185

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ..........................................................185

3.1. CONSOLIDATION ..........................................................................................................................................185

3.2. SEGMENT REPORTING ................................................................................................................................186

3.3. BUSINESS COMBINATIONS AND GOODWILL .........................................................................................187

3.4. REVENUE RECOGNITION............................................................................................................................188

3.5. OTHER OPERATING INCOME AND EXPENSES .......................................................................................188

3.6. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS ............................................................188

3.7. LEASE CONTRACTS .....................................................................................................................................189

3.8. INTANGIBLE ASSETS ...................................................................................................................................189

3.9. PROPERTY, PLANT AND EQUIPMENT .......................................................................................................190

3.10. IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE ASSETS

.................................................................................................................................................................................190

3.11. FINANCIAL ASSETS ....................................................................................................................................191

3.12. FINANCIAL LIABILITIES ...........................................................................................................................192

3.13. DERIVATIVE FINANCIAL INSTRUMENTS ..............................................................................................193

176

3.14. INVENTORIES ..............................................................................................................................................193

3.15. CASH AND CASH EQUIVALENTS .............................................................................................................193

3.16. INCOME TAXES ...........................................................................................................................................193

3.17. PROVISIONS .................................................................................................................................................194

3.18. EMPLOYEE BENEFITS................................................................................................................................194

NOTE 4. ADJUSTEMENTS ON PREVIOUS PERIODS: IFRS 5 STANDARD APPLICATION.................196

NOTE 5. SIGNIFICANT EVENTS.........................................................................................................................197

5.1. EXTERNAL GROWTH ...................................................................................................................................197

5.2. LEGAL INTEGRATION PROCESS IN SWITZERLAND .............................................................................197

NOTE 6. ACQUISITIONS AND DISPOSALS ...................................................................................................198

6.1 CHANGES IN SCOPE ......................................................................................................................................198

6.2 CHANGES IN METHOD .................................................................................................................................202

6.3 IMPACT OF NEWLY CONSOLIDATED COMPANIES .................................................................................203

NOTE 7. SEGMENT INFORMATION ...............................................................................................................204

7.1. INFORMATION BY OPERATING SEGMENT ..............................................................................................204

7.2. PRO-FORMA INDICATORS ...........................................................................................................................205

7.3. NON-CURRENT ASSETS BY ACTIVITY .....................................................................................................205

7.4. PERFORMANCE BY GEOGRAPHIC AREA ................................................................................................206

7.5. INFORMATION ABOUT MAJOR CUSTOMERS .........................................................................................206

NOTE 8. OTHER OPERATING INCOME AND EXPENSES .........................................................................207

8.1. OPERATING EXPENSES................................................................................................................................207

8.2. EMPLOYEE COST ..........................................................................................................................................207

8.3. OTHER OPERATING INCOME (LOSS) ........................................................................................................208

NOTE 9. NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES.....................................209

NOTE 10. INCOME TAX .....................................................................................................................................210

10.1. TAX RATE .....................................................................................................................................................210

10.2. CONSOLIDATED INCOME TAX EXPENSE ..............................................................................................210

10.3. DEFERRED TAX ASSETS AND LIABILITIES ........................................................................................... 211

10.4. TAX LOSS CARRIED FORWARD ...............................................................................................................212

10.5. RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME ...........212

NOTE 11. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS ...........................................213

NOTE 12. EARNINGS PER SHARE ..................................................................................................................214

12.1. DISTRIBUTABLE EARNINGS ....................................................................................................................214

12.2. NUMBER OF SHARES .................................................................................................................................214

12.3. EARNINGS PER SHARE ..............................................................................................................................215

177

NOTE 13. DIVIDENDS .........................................................................................................................................215

NOTE 14. GOODWILL ........................................................................................................................................216

14.1. CHANGES IN GOODWILL ..........................................................................................................................216

14.2. IMPAIRMENT TEST FOR GOODWILL ......................................................................................................217

NOTE 15. INTANGIBLE ASSETS ......................................................................................................................219

15.1. INTANGIBLE ASSETS – GROSS VALUES.................................................................................................219

15.2. INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES...............................................................220

NOTE 16. PROPERTY, PLANT AND EQUIPMENT .......................................................................................221

16.1. PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES ....................................................................221

16.2. PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES........................................221

NOTE 17. EQUITY ...............................................................................................................................................222

17.1. SHARE CAPITAL ..........................................................................................................................................222

17.2. FREE PERFORMANCE SHARES ................................................................................................................222

NOTE 18. PROVISIONS ......................................................................................................................................223

18.1. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS .....................................................................223

18.2. OTHER PROVISIONS ...................................................................................................................................226

NOTE 19. WORKING CAPITAL REQUIREMENT .........................................................................................228

19.1. CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND CASH

FLOW STATEMENT ..............................................................................................................................................229

19.2. FRENCH TAX CREDIT FOR COMPETITIVENESS AND EMPLOYMENT (CICE) ................................229

19.3. TRADE AND OTHER RECEIVABLES ........................................................................................................230

19.4. ACCOUNTS PAYABLE .................................................................................................................................230

NOTE 20. FINANCIAL ASSETS AND LIABILITIES ......................................................................................230

20.1. NON-CONSOLIDATED SHARES ................................................................................................................230

20.2. NET CASH AND CASH EQUIVALENTS ....................................................................................................231

20.3. BREAKDOWN OF DEBT .............................................................................................................................231

20.4. NET DEBT .....................................................................................................................................................232

20.5. RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS ..............................................233

20.6. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES ....................................................................234

20.7. OTHER FINANCIAL ASSETS ......................................................................................................................235

20.8. FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY

METHOD ................................................................................................................................................................235

20.9. CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY ..236

NOTE 21. FINANCIAL RISK MANAGEMENT ...............................................................................................237

21.1. DERIVATIVE FINANCIAL INSTRUMENTS ..............................................................................................237

21.2. INTEREST RATE RISK .................................................................................................................................238

178

21.3. FOREIGN EXCHANGE RISK ......................................................................................................................238

21.4. COUNTERPARTY RISK ...............................................................................................................................238

21.5. LIQUIDITY RISK ..........................................................................................................................................239

21.6. CREDIT RISK ................................................................................................................................................239

NOTE 22. NOTES TO THE CASH FLOW STATEMENT ...............................................................................240

22.1. RECONCILIATION WITH CASH ITEMS OF THE STATEMENT OF FINANCIAL POSITION..............240

22.2. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION ..............................................................240

22.3. IMPACT OF OPERATIONS HELD FOR SALE ...........................................................................................240

NOTE 23. RELATED PARTY TRANSACTIONS .............................................................................................241

23.1. DEFINITIONS ...............................................................................................................................................241

23.2. REMUNERATIONS AND BENEFITS TO MEMBERS OF THE GOVERNING BODIES .........................241

23.3. ATTENDANCE FEES ....................................................................................................................................241

23.4. INVESTMENTS IN ASSOCIATES ...............................................................................................................242

23.5. TAX GROUP AGREEMENTS .......................................................................................................................242

NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS ..............242

24.1. OPERATING LEASE COMMITMENTS ......................................................................................................242

24.2. OPERATIONAL GUARANTEES..................................................................................................................242

24.3. OTHER COMMITMENTS GIVEN AND RECEIVED .................................................................................243

NOTE 25. STATUTORY AUDITORS’ FEES ......................................................................................................243

NOTE 26. SUBSEQUENT EVENTS ...................................................................................................................243

26.1 SPIE’s STRATEGIC DEVELOPMENT IN GERMANY ...............................................................................243

26.2 EXTERNAL GROWTH ..................................................................................................................................245

26.3 “AMBITION 2020” PROJECT .......................................................................................................................245

NOTE 27. SCOPE OF CONSOLIDATION ........................................................................................................246

179

1. CONSOLIDATED INCOME STATEMENT

In thousands of euros Notes 2015

Restated* 2016

Revenue 7 5,399,249 5,155,699

Other income 31,403 33,211

Operating expenses (5,113,758) (4,870,546)

Recurring operating income 316,894 318,364

Other operating expenses (61,582) (28,982)

Other operating income 13,958 12,927

Total other operating income (expenses) 8 (47,624) (16,055)

Operating income 269,270 302,309

Net income (loss) from companies accounted for under the equity

method 379 426

Operating income including companies accounted for under the

equity method 269,649 302,735

Interests charges and losses from cash equivalents (76,309) (39,386)

Gains from cash equivalents 1,339 187

Costs of net financial debt 9 (74,970) (39,199)

Other financial expenses (127,422) (34,559)

Other financial incomes 34,536 21,451

Other financial income (expenses) 9 (92,886) (13,108)

Pre-tax income 101,793 250,428

Income tax expenses 10 (57,452) (47,914)

Net income from continuing operations 44,341 202,514

Net income from discontinued operations 11 (6,037) (18,482)

NET INCOME 38,304 184,032

Net income from continuing operations attributable to:

. Owners of the parent 51,318 202,502

. Non-controlling interests (6,977) 12

44,341 202,514

Net income attributable to:

. Owners of the parent 45,281 184,020

. Non-controlling interests (6,977) 12

38,304 184,032

Net income Share of the Group – earning per share 12 0.36 1.19

Net income Share of the Group – diluted earnings per share 0.36 1.19

Dividend per share (proposal for 2016) 0.50 0.53

* Comparative data for 2015 have been restated, See Note 4

180

2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

In thousands of euros 2015

Restated* 2016

Net income recognized in income statement 38,304 184,032

Actuarial losses on post-employment benefits (2,447) (14,757)

Tax effect (40) 4,275

Items that will not be reclassified to income (2,487) (10,482)

Currency translation adjustments 522 (912)

Fair value adjustments on future cash flows 14,857 325

Other

Tax effect (5,197) (112)

Items that may be reclassified to income 10,182 (699)

TOTAL COMPREHENSIVE INCOME 45,999 172,851

Attributable to:

. Owners of the parent 52,681 172,865

. Non-controlling interests (6,682) (14) * Comparative data for 2015 have been restated, See Note 4

181

3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION

In thousands of euros Notes Dec 31, 2015 Dec 31, 2016

Non-current assets

Intangible assets 15 791,992 777,366

Goodwill 14 2,148,937 2,207,341

Property, plant and equipment 16 110,095 99,923

Investments in companies accounted for under the equity method 20 2,837 2,913

Non-consolidated shares and long-term loans 20 44,925 58,421

Other non-current financial assets 8,713 4,633

Deferred tax assets 10 244,613 235,364

Total non-current assets 3,352,112 3,385,961

Current assets

Inventories 19 24,935 24,554

Trade receivables 19 1,463,885 1,370,872

Current tax receivables 24,904 26,960

Other current assets 19 227,112 226,361

Other current financial assets 8,540 7,629

Cash management financial assets 20 245,777 5,500

Cash and cash equivalents 20 358,013 560,157

Total current assets from continuing operations 2,353,166 2,222,033

Assets classified as held for sale 11 14,480 15,238

Total current assets 2,367,646 2,237,271

TOTAL ASSETS 5,719,758 5,623,232

In thousands of euros Notes Dec 31, 2015 Dec 31, 2016

Equity

Share capital 17 72,416 72,416

Share premium 1,170,496 1,170,496

Consolidated reserves 29,919 (11,844)

Net income attributable to the owners of the parent 45,281 184,020

Equity attributable to owners of the parent 1,318,112 1,415,088

Non-controlling interests (1,277) 2,160

Total equity 1,316,835 1,417,248

Non-current liabilities

Interest-bearing loans and borrowings 20 1,121,803 1,126,947

Non-current provisions 18 73,054 49,226

Accrued pension and other employee benefits 18 272,353 291,974

Other non-current liabilities 8,110 6,066

Deferred tax liabilities 10 310,375 267,845

Total non-current liabilities 1,785,695 1,742,058

Current liabilities

Trade payables 19 901,535 780,008

Interest-bearing loans and borrowings (current portion) 20 395,734 332,293

Current provisions 18 98,788 93,225

Income tax payable 19 28,340 30,425

Other current operating liabilities 19 1,181,416 1,211,062

Total current liabilities from continuing operations 2,605,813 2,447,013

Liabilities associated with assets classified as held for sale 11 11,415 16,913

Total current liabilities 2,617,228 2,463,926

TOTAL EQUITY AND LIABILITIES 5,719,758 5,623,232

182

4. CONSOLIDATED CASH FLOW STATEMENT

In thousands of euros Notes 2015

Restated 2016

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE

PERIOD 493,598 551,800

Operating activities

Net income 38,304 184,032

Loss from companies accounted for under the equity method (379) (426)

Depreciation, amortization, and provisions 48,315 47,914

Proceeds on disposals of assets 4,623 2,473

Dividend income - (0)

Income tax expense 53,748 44,065

Elimination of costs of net financial debt 74,967 39,217

Elimination of non-recurring costs related to refinancing (a) 72,572 -

Other non-cash items (4,049) (229)

Internally generated funds from (used in) operations 288,101 317,046

Income tax paid (68,339) (58,057)

Changes in operating working capital requirements 52,706 99,006

Dividends received from companies accounted for under the equity

method 400 350

Net cash flow from (used in) operating activities 272,866 358,345

Investing activities

Effect of changes in the scope of consolidation 22.2 (33,388) (170,803)

Acquisition of property, plant and equipment and intangible assets (34,521) (36,449)

Net investment in financial assets (138) (80)

Changes in loans and advances granted 2,351 1,164

Proceeds from disposals of property, plant and equipment and

intangible assets 2,754 8,348

Proceeds from disposals of financial assets 161 282

Dividends received (0) (0)

Net cash flow from (used in) investing activities (62,781) (197,538)

Financing activities

Issue of share capital 733,116 (53)

Proceeds from loans and borrowings 2,043,490 931

Repayment of loans and borrowings (2,830,784) (63,874)

Net interest paid (101,237) (35,755)

Dividends paid to owners of the parent - (77,038)

Dividends paid to non-controlling interests (1,152) (544)

Other cash flows from (used in) financing activities - -

Net cash flow from (used in) financing activities (156,567) (176,333)

Impact of changes in exchange rates 4,824 (17,741)

Impact of changes in accounting policies (144) -

Net change in cash and cash equivalents 58,201 (33,267)

CASH AND CASH EQUIVALENTS AT END OF THE PERIOD 22 551,800 518,534 * Comparative data for 2015 have been restated, See Note 4

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.

(a) See Note 9

183

5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

In thousands of euros except for the number

of shares

Number of

outstanding shares Share capital

Additional

paid-in capital

Retained

earnings

Foreign

currency

translation

reserves

Cash flow

hedge reserves

Other and

OCI

Equity

attributable to

owners of the

parent

Non-controlling

interests Total equity

AT DECEMBER 31, 2014 Restated* 39,634,070 39,634 356,708 25,152 473 (9,848) (55,950) 356,169 7,042 363,211

Net income 45,281 45,281 (6,977) 38,304

Other comprehensive income (OCI) 228 9,660 (2,487) 7,400 295 7,695

Total comprehensive income - - 45,281 228 9,660 (2,487) 52,681 (6,682) 45,999

Distribution of dividends - (278) (278)

Share issue - - -

- Issuing of primary shares 42,424,242 19,673 665,152 684,825 - 684,825

- Capitalization of the shareholder

loan 10,672,387 4,949 171,146 176,095 - 176,095

- Increase of nominal value 942 (942) - - -

Change in the scope of consolidation and

other - -

- Legal reorganisation** 18,416,100 5,302 (72,593) 58,018 (9,273) - (9,273)

- Employees Shareholders plan 4,076,156 1,916 51,025 4,861 57,802 - 57,802

- Split of the nominal value of the ordinary shares

38,853,201 - -

- Other scope impacts 17 (204) (187) (1,358) (1,545)

Other movements - -

AT DECEMBER 31, 2015 154,076,156 72,416 1,170,496 133,329 497 (188) (58,437) 1,318,112 (1,277) 1,316,835

Net income 184,020 184,020 12 184,032

Other comprehensive income (OCI) (885) 213 (10,482) (11,154) (27) (11,181)

Total comprehensive income 184,020 (885) 213 (10,481) 172,865 (14) 172,851

Distribution of dividends (77,038) (77,038) (316) (77,354)

Share issue - -

Change in the scope of consolidation and other

(603) (603) 3,767 3,164

Other movements 1,752 1,752 1,752

AT DECEMBER 31, 2016 154,076,156 72,416 1,170,496 242,062 (991) 25 (68,919) 1,415,088 2,160 1,417,248

** Legal reorganization as part of the IPO (Initial Public Offering) process, see SPIE Financial Statements for December 2015

Notes to the consolidated statement of changes in equity

See Note 17.

184

6. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. GENERAL INFORMATION

The SPIE Group, operating under the brand name SPIE, is the independent European leader in electrical and

mechanical engineering and HVAC services, energy and communication systems.

SPIE SA is a joint-stock company (société anonyme) incorporated in Cergy (France), listed on the Euronext Paris

regulated market since June 10, 2015.

Its main shareholder is Clayax Acquisition Luxembourg 5 SCA, a partnership limited by shares (société en

commandite par actions) incorporated under Luxembourg law, which holds as at December 31, 2016, 25.5% of the

capital and voting rights.

The SPIE Group consolidated financial statements were authorized for issue by the Board of Directors on March

09, 2017.

ACCOUNTING POLICIES AND MEASUREMENT METHODS

NOTE 2. BASIS OF PREPARATION

2.1. STATEMENT OF COMPLIANCE

In accordance with European regulation 1606/2002 dated July 19, 2002 on international accounting standards, 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, 2016.

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, the

application of which is mandatory at December 31, 2016;

- Standards that the Group has early-adopted;

- Accounting positions adopted in the absence of specific guidance in IFRS.

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).

2.2. ACCOUNTING POLICIES

The accounting policies applied in the preparation of the Group’s consolidated financial statements are set out in

Note 3. These policies have been consistently applied to all the years presented.

New standards and interpretations applicable from January 1, 2016

- Amendment to IAS 1 “Presentation of financial statement - Disclosure initiative”.

- Amendments to IAS 16 and IAS 38 “Clarification of acceptable methods of depreciation and amortization;

- Amendments to IFRS 11 “Joint arrangements”: Acquisition of an interest in joint operations;

- Amendments to IFRS 10, IFRS 12 and IAS 28 «Sale or Contribution of Assets between an Investor and its

Associate or Joint Venture » ;

The application of these amendments has no significant impact at the Group level.

Published new standards and interpretations for which application is not mandatory as of January 1, 2016

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Standards, interpretations and amendments already published by the International Accounting Standards Board

(IASB) which are not yet endorsed by the European Union are as follows:

- Amendment to IAS 7 “Statement of Cash Flow”: information to provide;

- Amendment to IAS 12 “Income Tax”: recovery of underlying assets.

- Clarifications on IFRS 2 “Share-based payments”;

- IFRS 9 “Financial instruments”;

- IFRS 15 “Revenue from contracts with customers”;

- IFRS 16 “Lease contracts”.

An analysis of the application of the IFRS 15 standard shows that the rules of recognition for the revenue in the

Group’ accounts are compliant with the principles prescribed by IFRS 15.

Besides, the Group is currently assessing the impact and practical implications from the application of the other

standards and interpretations published by the IASB, but whose application is not yet compulsory.

2.3. 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. Actual results could be different from those

estimates.

The main sources of uncertainty relating to critical judgment and estimates concern the impairment of goodwill,

employee benefits, the recognition of revenue and profit margin on long-term service agreements, provisions for

contingencies and expenses and the recognition of deferred tax assets.

Management continually reviews its estimates and assumptions on the basis of its past experience and various

factors deemed reasonable, which form a basis for its evaluation of the carrying value of assets and liabilities.

These estimates and assumptions may be amended in subsequent periods and require adjustments that may affect

future revenue and provisions.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.1. CONSOLIDATION

The Group’s consolidated financial statements include all subsidiaries and associates of SPIE SA.

The scope of consolidation comprises 171 companies; the percentages of interest are presented in the table in Note

27 of the present document.

The main amendments to the scope of consolidation that took place during the year are presented in Note 6.

Consolidation methods

According to IFRS 10, “Consolidated Financial Statements”, entities controlled directly or indirectly by the Group

are consolidated under the full consolidation method. 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;

- exposure to variable returns from its involvement with the investee; and

- the ability to use its power over the investee to affect the amount of the variable returns.

For each company held directly or indirectly, it was assessed whether or not the Group controls the investee in

light of all relevant facts and circumstances.

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IFRS 11, “Joint Arrangements”, sets out the accounting treatment to be applied when two or more parties have

joint control of an investee. Joint control is established if decisions relating to relevant activities require the

shareholders’ unanimous agreement.

A joint arrangement falls into one of two categories, generally dependent on the legal form of investee:

- joint ventures: parties that have joint control of the arrangement have rights to its net assets, and are

consolidated using the equity method; or

- 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, the joint operator recognizing its share of the assets,

liabilities, revenue and expenses of the joint operation.

Most of the joint arrangements relating to public works are through joint-venture companies (Société En

Participation - SEP) that, given their characteristics, fall into the category of joint operations.

As required by IAS 28 (revised), 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, as

from the date of acquisition in the first case or until the date of disposal in the second.

Translation of the financial statements of foreign entities

The Group's consolidated accounts are presented in euros.

In most cases, the functional currency of foreign subsidiaries corresponds to the local currency. The subsidiaries'

financial statements are translated at closing rates for statement of financial position items and at average rates for

income statement items. Exchange gains or losses resulting from the translation are recognized in equity as

currency translation adjustments.

The currency translation rates used by the Group for its main currencies are as follows:

2015 2016

Closing Rate Average Rate Closing Rate Average Rate

Euros - EUR 1 1 1 1

United Kingdom Pound - GBP 0.7260 0.7319 0.8396 0.8124

Swiss Franc - CHF 1.0771 1.0736 1.0747 1.0887

US Dollar - USD 1.0983 1.1222 1.0644 1.1065

3.2. SEGMENT REPORTING

Operating segments are reported consistently with the internal reporting provided to the Group’s Management.

The Group’s Chairman and Chief Executive Officer regularly examine segments’ operating income to assess their

performance and to make resources allocation decisions. He has therefore been identified as the chief operating

decision maker of the Group.

The Group's activity is divided into four Operating Segments for analysis and decision-making purposes. The

segments are characterized by a standardized economic model, especially in terms of products and offered

services, operational organization, customer typology, key success factors and performance evaluation criteria.

The Operating Segments are the following:

- France

- Germany and Central Europe

- North Western Europe

- Oil & Gas and Nuclear.

Quantitative information is presented in Note 7.

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3.3. BUSINESS COMBINATIONS AND GOODWILL

The Group applies the “acquisition method” to account for business combinations, as defined in IFRS 3R. The

acquisition price, also called “consideration transferred”, for the acquisition of a subsidiary is the sum of fair

values of the assets transferred and the liabilities incurred by the acquirer at the acquisition date and the equity

interests issued by the acquirer. The consideration transferred includes contingent consideration, measured and

recognized at fair value, at the acquisition date.

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. This option is applied on a case-by-case basis for each

acquisition.

- Acquisition-related costs are recognized as expenses of the period. These expenses are recognized as

“Other operating income and expenses” of the income statement.

Goodwill

Goodwill represents the difference between:

(i) the acquisition price of the shares of the acquired company plus any contingent price adjustments; and

(ii) the Group's share in the fair value of their identifiable net assets on the date of the control being taken.

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”), in order to reflect facts and circumstances existing at the

acquisition date. This may result in adjustments to the goodwill determined on a provisional basis. After the end of

the one-year allocation period, any further change in these fair values is recognized in income.

Post-acquisition

Further acquisitions or transfers of non-controlling interests, without any change in control, are considered as

transactions with the Group's shareholders. According to this approach, 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.

Similarly, 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.

For share transfers with a further loss of control, the change in fair value, calculated based on the entire interest at

the transaction date, is recognized in gains or losses on disposal of consolidated investments. The remaining equity

interest retained, where applicable, is then accounted for at fair value at the date of the loss of control.

For business combination achieved in stages, non-controlling interest previously held in the acquiree is remeasured

at fair value at its acquisition-date. Any resulting profit and loss is recognized in income.

Treatment of outstanding representations and warranties

In the context of its business combinations, the Group usually obtains representations and warranties from the

sellers.

The outstanding representations and warranties that can be valued based on identified risks result in the

recognition of an indemnification asset in the accounts of the acquirer. Subsequent changes to these

representations and warranties are recorded symmetrically with the liability recorded for the indemnified items. On

the contrary, representations and warranties that are not identifiable based on identified risks (general guarantees)

are to be recognized through the income statement when they become exercisable.

The outstanding representations and warranties are recorded in “Other non-current assets”.

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Impairment test of goodwill

Goodwill is not amortized. Goodwill is tested for impairment at least once a year and whenever there is an

indication of impairment. For this test, goodwill is allocated to Cash Generating Units (CGU) or groups of CGUs

corresponding to homogeneous groups which together generate identifiable cash flows (see Note 3.10).

3.4. 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 stage of completion is measured with reference to the progress in terms of costs incurred. In the case of

maintenance contracts, the progress is measured in terms of invoicing performed. The measurement of the

percentage-of-completion method relies on the contracts follow-up and the consideration of hazards assessed

based on acquired experience, in order to value the best estimate of future benefits and obligations expected for

these contracts.

No profit margin is recorded if the level of completion is insufficient to provide a reliable outcome at the end of

the contract.

In the event that the expected outcome at completion of the project is a loss, a provision for loss on completion is

recorded irrespective of the stage of completion of the project. This provision is based on the best estimate of the

outcome at completion of the project, measured in a reasonable manner. Provisions for losses on completion are

presented as a liability in the statement of financial position.

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), servicing and

maintenance respectively to building costs (initial and renewal) and servicing and maintenance costs.

3.5. OTHER OPERATING INCOME AND EXPENSES

To ensure better understanding of business performance, the Group presents separately "recurring operating

income" within operating income which excludes items that have little predictive value because of their nature,

their frequency and / or their relative importance. These items, recorded in "other operating income" and "other

operating expenses" especially include:

- Gains and losses on disposals of assets or operations;

- Expenses resulting from restructuring plans or operations disposal plans approved by the Group

management;

- Expenses relating to non-recurring impairment of assets;

- Expenses of acquiring and integrating companies acquired by the Group;

- Any other separately identifiable income/expense, which is of an unusual and material nature.

3.6. 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,

- or a subsidiary acquired exclusively with a view to resale,

They are shown in a separate line in the consolidated financial statements at the reporting date.

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When initially classified as held for sale, non-current assets and disposal groups are recorded at the lower of their

carrying amount and fair value less costs to sell.

Details of discontinued operations or operations held for sale are set out in Note 11.

3.7. LEASE CONTRACTS

Operating leases

Lease contracts which do not transfer substantially all risks and rewards inherent to the ownership to the Group are

qualified as “operating lease”. These leases give rise to payments recorded as charges in the income statement

during all lease duration.

Finance leases

Leases contracts under which the Group assumes substantially all the risks and rewards inherent to the ownership

are qualified as “finance leases”. 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. The corresponding debt is

recognized in liabilities. 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. The financial expenses are recognized directly in the income statement.

The asset is amortized over its useful life for the Group, the debt is amortized over the finance lease period, and

eventually deferred taxes are recognized.

3.8. INTANGIBLE ASSETS

Intangible assets (mainly brands, 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. The value of

intangible assets is subject to regular monitoring in order to ensure that no impairment should be accounted for.

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.

The amortization period of the backlog is defined on a case-by-case basis for each acquisition, after a detailed

review.

Brands acquired are amortized over the estimated duration of use of the brand, depending on the Group's brand

integration strategy. By exception, SPIE brand has an indefinite useful life and therefore is not amortized.

Internally generated intangible assets

Research costs are recognized in the income statement as expenses of the period.

Development costs are recognized as intangible assets when the following criteria are fulfilled:

- the Group’s intention and financial and technical capacity to complete the development project;

- the probability that the Group will enjoy future economic benefits attributable to development expenditure;

- the reliable measure of the cost of this asset.

Capitalized expenditure includes personnel costs and the cost of materials and services used that are directly

allocated to the given projects. Capitalized expenditure is amortized over the estimated useful life of the relevant

processes, once they have been put into use.

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Other intangible assets

Other intangible assets are recognized at cost, net of accumulated amortization and impairment losses, if any. They

relate mainly to software and are amortized over a period of three years on a straight-line basis.

3.9. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are recognized at cost, net of accumulated depreciation and impairment losses, if

any.

Depreciation is calculated for each significant part of an item of property, plant and equipment using either the

straight-line method or any other method that best represents the economic use of the components over their

estimated useful life. The estimated residual values at the end of the depreciation period are zero.

The main average useful lives applied are as follows:

- Buildings 20 to 30 years

- Site machinery and equipment 4 to 15 years

- Fixed machinery and equipment 8 to 15 years

- Transport vehicles 4 to 10 years

- Office equipment – IT 3 to 10 years

Land is not depreciated.

The depreciation periods are reviewed annually and may be modified if the expectations are different from the

previous estimations.

3.10. IMPAIRMENT OF GOODWILL, PROPERTY, PLANT AND EQUIPMENT AND INTANGIBLE

ASSETS

The recoverable value of property, plant and equipment and intangible assets is tested whenever there is an

indication of impairment; this is examined at each closing date.

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), this impairment test must be conducted as soon as there is any indication of

impairment and at least annually.

Goodwill does not generate any cash inflows on its own and is therefore allocated to the corresponding Cash

Generating Units (CGU) (see Note 14).

The recoverable value of these units is the higher of the value in use, determined on the basis of discounted future

net cash flow projections, and the fair value less costs to sell. If this value is lower than the net carrying amount of

these units, an impairment loss is recorded for the difference, which is allocated in priority to goodwill.

Contrary to potential impairment losses on depreciable property, plant and equipment and amortizable intangible

assets, those allocated to goodwill are definitive and cannot be reversed in subsequent financial years.

The Cash Generating Units’ (CGU) future cash flows used in the calculation of value in use (note 14.2.

“Impairment test for goodwill”) are derived from annual budget and multiannual forecasts prepared by the Group.

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. This process requires the use of critical judgment

and estimates, especially in the determination of market trends, material costs and pricing policies. Therefore, the

actual future cash flows may differ from the estimates used in the calculation of value in use.

Quantitative information is provided in Note 14.

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3.11. FINANCIAL ASSETS

The Group classifies its financial assets within the following categories: assets available for sale, assets measured

at their fair value through equity and income, loans and receivables.

The breakdown of financial assets into current and non-current assets is determined at the closing date based on

their maturity date being under or over one year.

All regular way purchases/sales of financial assets are recorded at the transaction date.

Assets available for sale

These assets represent the Group's interests in the capital of non-consolidated entities. They are recorded in the

statement of financial position at their fair value. Changes in value are recognized in equity. However, if there is a

significant or sustained decrease in the fair value of assets available for sale, the unrealized capital loss is

reclassified from equity to net income or loss for the year. As far as equity instruments are concerned, if, during a

subsequent period, the fair value of a security available for sale increases, the increase in value is again recorded in

equity.

When these financial assets are derecognized, the accumulated gains and losses previously recorded in equity are

reclassified to income for the period.

Loans and receivables

These include receivables related to investments, “1% building” loans and other loans and receivables. These loans

and receivables are initially recorded at their fair value plus directly attributable transaction costs. On subsequent

closing dates, they are accounted for at the amortized cost calculated using the effective rate of return. 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. An impairment test is carried out whenever there is an

indication of impairment. An impairment loss is recorded if the carrying amount of an asset is greater than its

recoverable value. Impairment losses are recognized in the income statement.

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, at the effective interest rate calculated at the

date of initial recognition).

Receivables with a short maturity date are not discounted.

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.

Receivables relating to Public-Private Partnership (PPP) contracts

The Group, as a private operator, has signed Public-Private Partnership contracts. This type of contract is one of a

number of public-private contract schemes being used in France.

The “PPP” Contracts are accounted for in accordance with IFRIC 12 “Concessions”, when they meet the three

following conditions:

- First, the public authority determines the nature of the services that the private operator is required to

provide, by means of the infrastructure as well as who is likely to benefit from these services;

- Second, the contract stipulates that at the end of the contract, the infrastructure retains a significant residual

value which is returned back to the public authority;

- Finally, the contract provides for the construction of the infrastructure to be made by the private operator.

In exchange for the construction services provided, the Group is granted rights to receive a financial asset and

therefore a receivable is recognized.

Receivables are measured, for each signed contract, using the amortized cost method at an effective interest rate

corresponding to the project's internal rate of return.

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In subsequent periods, the financial asset is amortized and interest income is recognized using the effective interest

rate.

Receivables securitization program

In the course of its operations, some entities of the Group have developed a securitization program for its trade

receivables which will end in June 11, 2020.

Under this securitization program, 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, with

the possibility to increase the amount to €450 million.

The financed amount of the transaction is defined as equal to the amount of transferred receivables eligible for the

securitization program less, by way of security, the subordinate deposit amount and the additional senior deposit

amount applied by the “SPIE Titrisation” Mutual Fund.

In the consolidated accounts, the securitized receivables have been kept as assets in the statement of financial

position, the security deposits paid into the funds have been cancelled and in return the value of financing obtained

has been recorded in borrowings.

Moreover, SPIE GmbH – entity created during the business combination carried out in Germany in September

2013 – uses a non-recourse securitization program of discount on notes receivable for an unlimited duration. The

assigned receivables amount is of € 57,048 thousands as of December 31, 2016 and is no longer recognized as

assets in the consolidated financial statements.

“Prêts construction”

In France, employers standing in an industrial or commercial activity and hiring at least 20 employees must invest

in housing construction for their employees at least 0.45% of the total payroll. 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.

The contribution can be booked as granted loan in the assets of the statement of financial position, or as a grant

recognized as an expense in the income statement.

The “Prêts construction” do not bear interest and are granted for a period of 20 years.

The “Prêts construction” are loans granted to employee at low interest rate. In accordance with IAS 39, 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.

Subsequently, the loans are accounted for using the amortized cost method which consists in reconstituting the

redemption value of the loan, at the end of the 20 year period, by recognizing interest income over the period.

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. These assets are measured at their fair value and any changes in fair value are recognized in the

income statement. These financial instruments notably include marketable securities and are classified as “Cash

management financial assets”.

3.12. FINANCIAL LIABILITIES

The breakdown of financial liabilities into current and non-current liabilities is determined at the closing date by

their maturity date. Thus, financial liabilities maturing less than one year are recognized in current liabilities.

Financial liabilities consist of accounts payable, medium and long-term loans and derivative financial instruments.

193

At the date of their initial recognition, medium and long-term loans are measured at their fair value less directly

attributable transaction costs. They are subsequently accounted for at amortized cost using the effective interest

rate method. The amortized cost is calculated taking into account all the issuing costs and any discount or

redemption premiums directly linked to the financial liability. 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.

When accounts payable have maturity dates of less than one year, their nominal value may be considered to be

close to their amortized cost.

3.13. 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.

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. They are measured initially at their

fair value on the transaction date and re-measured accordingly at each reporting date.

In the case of cash flow hedging, the hedging instrument is recorded in the statement of financial position at its fair

value. 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. The amounts recorded in equity are reversed in the income statement in accordance with the accounting

policy applied to hedged items. If the Group no longer expects the hedged transaction to occur, the accumulated

unrealized gain or loss, which was recorded in equity (for the effective portion), is immediately recognized in the

income statement.

In the case of fair value hedging, the hedging instrument is recorded in the statement of financial position at its fair

value. Changes in the fair value of the hedging instrument are recorded in the income statement alongside the

changes in the fair value of the hedged item attributable to the identified risk.

3.14. INVENTORIES

Inventories, which essentially consist in on-site supplies, are measured at the lower of the cost or net realizable

value according to the "first in - first out" method.

The inventories are impaired, where applicable, in order to reflect their probable net realizable value.

3.15. CASH AND CASH EQUIVALENTS

In the consolidated statement of financial position, cash and cash equivalents includes liquid assets in current bank

accounts, 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. All

components are measured at their fair value.

In the consolidated cash flow statement, 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.

3.16. INCOME TAXES

The Group calculates income taxes in accordance with prevailing tax legislation in the countries where income is

taxable.

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.

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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. Deferred tax assets are recognized only

when it is probable that they will be recovered. In particular, deferred tax assets are recognized on tax loss carry-

forwards of the Group, to the extent that it is probable that they can be utilized against future tax profits in the

foreseeable future. Deferred taxes are not discounted.

Management’s judgment is required to determine the extent to which deferred tax assets can be recognized. Future

sources of taxable income and the effects of the Group’s global income tax strategies are taken into account in

making this determination. This assessment is conducted through a detailed review of deferred tax assets by

jurisdiction and takes into account past, current and future operating performance deriving from the existing

contracts in the order book, the budget and multiannual forecasts, and the length of carry back, carry forwards and

expiration dates of net operating loss carry forwards, over a five year horizon.

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.

Distributable earnings

The timeline for receiving of undistributed earnings from foreign subsidiaries is controlled by the Group.

With regard to the Group’s French subsidiaries, the distribution of earnings is subject to a taxation of 1%for the

subsidiaries in which the Company owns 95% or more of the outstanding shares (i.e. the majority of those).

No deferred tax liability is to be recognized for undistributed earnings from French and foreign subsidiaries.

3.17. PROVISIONS

The Group identifies and analyses on a regular basis legal claims, faults and warranties, onerous contracts and

other commitments. A provision is recorded when, at the closing date, the Group has an obligation towards a third

party arising from a past event, the settlement of which is likely to require an outflow of resources embodying

economic benefits. Provisions are recognized on the basis of the best estimate of the expenditure required to settle

the obligation at the reporting date. These estimates take into account information available and different possible

outcomes.

In the case of restructuring, 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, prior to the reporting date.

Provisions are discounted when the effect is material.

Depending on the nature of the risk, estimates of the probable expenditure are made with operational staff in

charge of the contracts, internal and external lawyers and independent experts whenever necessary.

Quantitative information is set out in Note 18.2.

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, or current obligations

for which an outflow of resources is unlikely. Apart from those resulting from a business combination, they are not

recorded in the accounts but are disclosed, when appropriate, in the notes to the financial statements.

3.18. EMPLOYEE BENEFITS

Employee benefits deal with retirement indemnities (including defined contribution plans and defined benefit

plans), pension liabilities and other long-term benefits, mainly length-of-service awards. The other long term

benefits mainly relate to jubilees.

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Defined contribution plans refer to post-employment benefits under which the Group pays defined contributions to

various employee funds. Contributions are paid in exchange for the services rendered by employees during the

financial year. They are expensed as incurred and the Group has no legal or constructive obligation to pay

additional contributions in the event of insufficient assets.

Defined benefit plans refer to post-employment benefit plans other than defined contribution plans. These plans

constitute a future obligation for the Group for which a commitment is calculated. 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.

Within the Group, post-employment benefits and other long-term benefits correspond to defined benefit plans.

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.

The Group’s plans are defined contribution plans and defined benefit plans which generally require, in addition to

the part financed by the Company, a contribution from each employee defined as a percentage of his or her

compensation.

The valuation of these benefits is carried out annually by independent actuaries. The actuarial method used is the

Projected Unit Credit Method.

Assumptions mainly include the discount rate, the long-term salary increase rate and the expected rate of the

retirement age. Statistical information is mainly related to demographic assumptions such as fatality, employee

turnover and disability.

Since January 1st, 2013, the Group applies the dispositions of IAS 19 amended “Employee Benefits”, which

introduces several modifications on the accounting of post-employment benefits, including:

- The recognition in the consolidated statement of financial position of all post-employment benefits granted

to employees of the Group. 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;

- 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;

- 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, at the beginning of the period;

- The remeasurements of the net defined benefit liability or asset, comprising: actuarial gains and losses,

return on plan assets and some changes in the effect of the asset ceiling must be booked as Other

Comprehensive Items (OCI). These impacts are presented in the consolidated statement of comprehensive

income.

These plans are characterized as follows:

- In France, employee benefits correspond to retirement indemnities established in accordance with collective

bargaining agreements (estimated based on a percentage of the last salary, according to the seniority and to

the applicable collective agreements);

- In Germany, employee benefits correspond to internally held pension plans, settled in the entities of the

SPIE GmbH sub-group;

- In Switzerland, employee benefits correspond to internally held pension plans, settled in the Swiss

companies;

- In the United Kingdom, pension plans are financed through independent pension funds and as such, do not

lead to any post-employment obligation recognition.

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

196

intended to cover them. The obligation corresponding to the net commitment thus established is recorded as a

liability.

The net financial cost of retirement indemnities, including the financial cost and the expected return on plan assets,

is recognized under "Net financial expenses". 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, reductions or

liquidations.

Actuarial assumptions (economic and demographic) have been determined locally according to each concerned

country.

Quantitative information is detailed in Note 18.1.

Other long-term benefits

Other long-term benefits essentially include length-of-service bonuses in the form of "length-of-service awards".

The Group recognizes a liability in respect of awards acquired by employees as of December 31. This provision is

calculated according to methods, assumptions and frequency that are identical to those used for provisions for

retirement indemnities described above.

Actuarial gains and losses arising from the valuation of length-of-service awards are recognized immediately in

the income statement of the financial year of their occurrence.

Group profit sharing agreement

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. A liability is accrued for in personal expenses in

respect of the amount of profit to be shared at year-end, payable the year after.

Legal profit sharing agreement

SPIE Operations and all subsidiaries whose registered office is in France, directly or indirectly owned by more

than 50% and irrespective of the number of employees, have entered into a Group legal profit sharing agreement

dated June 6, 2005 in accordance with Articles L442-1 and seq. of the French Employment Code (Code du travail).

Free Performance Shares

The shareholders’ general meeting of SPIE SA on 25 May 2016, in its 20th extraordinary resolution, authorized,

under certain conditions, the grant of free existing or future shares, in favor of corporate officers or employees of

the Company or of companies related to the Company in the conditions set forth under article L. 225-197-2 of the

French Commercial Code.

The list of the beneficiaries of the Plan, as well as the number of free performance shares granted to each of them

were decided by the board of directors, upon proposal of the Compensation Committee, at its meeting of 28 July

2016.

The valuation and accounting principles applicable are defined in accordance with IFRS 2 "Share-based

payments". Performance shares represent employees benefits granted to their beneficiaries and, as such, constitute

additional remuneration paid by SPIE (see Note 8.2 Employee Cost).

As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an

increase in equity (see Note 17). They are valued by an external actuary on the basis of the fair value of the

performance shares, at the grant date.

NOTE 4. ADJUSTEMENTS ON PREVIOUS PERIODS: IFRS 5 STANDARD APPLICATION

The accounts for 2015 have been restated pursuant to IFRS 5 “Non-current assets held for sale and discontinued

operations” (see Note 11).

197

These restatements refer specifically to:

- the power transmission and distribution activities with ONEE (National Office of Electricity and drinking

water) client of SPIE Maroc (in Morocco) which discontinuity process was initiated in March 2016;

- the French entity Sono Technic, subsidiary of SPIE Sud-Ouest. The disposal process was initiated in

November 2016 and was still in progress as at December 31, 2016;

- the entity SPIE IFS AG (previously SPIE Schweiz AG) located in Switzerland was acquired on September

6, 2013, together with the Services Solutions activity of the Hochtief Group. The disposal process was

initiated in November 2016 and was still in progress as at December 31, 2016;

- activities in "Housing market Projects” of the French company SPIE Ile-de-France Nord-Ouest. The

discontinued process was initiated in the second half of the year 2016 and is planned to be finalized within

2017;

- the activity "logistics and integration of communications equipment and systems" of SPIE Infoservices, the

French subsidiary of SPIE ICS Sas, planned to be sold since the second half of 2016.

The financial statements of December 31, 2015 presented in comparison to December 31, 2016 are restated in

accordance to the present Note 4.

Significant events of the period

NOTE 5. SIGNIFICANT EVENTS

5.1. EXTERNAL GROWTH

On September 12, 2016, SPIE announced the Group completed its 100th bolt-on acquisition in ten years.

Since 2006, SPIE has spent a portion of its available cash flow each year on a regular stream of small and

medium-sized acquisitions, helping it to broaden the range of services it offers, densify its presence across its

network, and reinforce its close relationship with its clients. These “quasi-organic” acquisitions, representing a

total revenue of more than €1.5 billion, have made a significant contribution to the Group's growth and results.

During the financial year ended December 31, 2016 in particular, the Group carried out 10 acquisitions,

representing an acquired revenue of approximately € 263 million (see Note 6).

5.2. LEGAL INTEGRATION PROCESS IN SWITZERLAND

In order to have a dedicated management for the Swiss Market, the decision was taken to add a country

management to the structure being responsible for the total of the Swiss entities.

To accompany the management structure and simplify the administrative process the final aim is to create one

legal entity in Switzerland with three divisions which will combine activities of the following existing Swiss

entities :

- SPIE ICS AG, held on January 1st, 2016 by the French company SPIE Operations;

- SPIE MTS SA (previously SPIE SUISSE SA) and its 5 subsidiaries, held on January 1st, 2016 by the

French company SPIE Sud-Est.

To achieve this aim, two phases have been defined:

Phase I

A new Swiss entity, SPIE Schweiz AG as a Holding company, has been incorporated by SPIE Operations on

August 2016.

Separation of the companies SPIE ICS AG and SPIE MTS SA from their former shareholders was realized on

December 20, 2016. This means the transfer of the full ownership from respectively SPIE Operations and SPIE

Sud-Est to the new created Swiss entity SPIE Schweiz AG.

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Phase II

An upstream merger of all Swiss entities into SPIE Schweiz AG is planned during 2017, based on audited statutory

financials statements as per 31 December 2016 with retroactive effect as from 1 January 2017.

NOTE 6. ACQUISITIONS AND DISPOSALS

Changes in scope of consolidation include:

- companies acquired during the period;

- companies acquired during previous periods, which do not have the operational resources necessary to

prepare financial statements in line with Group standards within the time allocated. These companies are

included in the Group's scope of consolidation once the financial information is available;

- newly created entities.

6.1 CHANGES IN SCOPE

6.1.1. COMPANIES ACQUIRED DURING PREVIOUS PERIOD

SPIE Sud-Est acquired on December 18th, 2015 a French company Thermat, specialized in heating, plumbing and

ventilation for a global amount € 1.21 million. Located in Haute-Savoie (France), Thermat, which employs 14

people, achieved sales revenues amounting approximately to € 2 million in 2015.

SPIE Sud-Est also acquired on December 22nd, 2015 a French company Entreprise Villanova for a global amount

of € 1.17 million. Specialized in high and low voltage electrical installations, it operates in the sector of the new

collective housing. Located in Puy de Dôme (France), Entreprise Villanova, which employs 20 people, achieved

sales revenues amounting approximately to € 2 million in 2015.

These two companies have been consolidated since January 1st, 2016.

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6.1.2. ACQUISITIONS OF THE PERIOD

Country Type of

inclusion

Date of

inclusion

Consolidation

Method

% of

interest

% of control

New entities / activities of the Group

Sub-group Jansen Venneboer :

Jansen Venneboer Advies B.V Netherlands Acquisition 2016-01-01 F.C. 100 100

Jansen Venneboer

Beheermaatschappij B.V Netherlands Acquisition 2016-01-01 F.C. 100 100

Jansen Venneboer B.V Netherlands Acquisition 2016-01-01 F.C. 100 100

Jansen Venneboer Beheer &

Onderhoud B.V Netherlands Acquisition 2016-01-01 F.C. 100 100

Sub-group Hartmann :

Hartmann Elektrotechnik GMBH

(renamed SPIE Hartmann GmbH) Germany Acquisition 2016-01-08 F.C. 100 100

AM Allied Maintenance GmbH Germany Acquisition 2016-01-08 E.M. 25 25

HE Hanse Projektmanagement

GmbH Germany Acquisition 2016-01-08 F.C. 100 100

CRIC Belgium Acquisition 2016-01-29 F.C. 100 100

GPE Technical Services B.V Netherlands Acquisition 2016-02-16 F.C. 100 100

Sub-group RDI :

Société Financière du Languedoc -

Sofilan France Acquisition 2016-05-17 F.C. 100 100

Repro Diffusion Informatique

(RDI) France Acquisition 2016-05-17 F.C. 100 100

Application Développement

Informatique (ADI) France Acquisition 2016-05-17 F.C. 100 100

SPIE ICS GmbH Germany Acquisition 2016-06-24 F.C. 100 100

Sub-group Agis :

Agis Fire & Security of Finland Finland Acquisition 2016-08-31 F.C. 100 100

Agis Fire & Security of Hungary Hungary Acquisition 2016-08-31 F.C. 100 100

Agis Fire & Security SP Z.O.O.

Poland Poland Acquisition 2016-08-31 F.C. 100 100

Sub-group Comnet :

Comnet Berlin GmbH Germany Acquisition 2016-09-01 F.C. 100 100

Comnet Hanse GmbH Germany Acquisition 2016-09-01 F.C. 100 100

Comnet Isernhagen GmbH Germany Acquisition 2016-09-01 F.C. 100 100

Comnet Region Mitte Kassel

GmbH Germany Acquisition 2016-09-01 F.C. 100 100

Comnet Rhein Neckar Mannheim

GmbH Germany Acquisition 2016-09-01 F.C. 100 100

Comnet West GmbH Germany Acquisition 2016-09-01 F.C. 100 100

GfT - Gesellschaft für Elektro- und

Sicherheitstechnik Germany Acquisition 2016-09-30 F.C. 100 100

Sub-group TRIOS :

Triosgroup Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

Trios Property Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

Trios Compliance Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

Trios Skilz Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

Trios Secure Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

Trios Facilities Limited United

Kingdom Acquisition 2016-11-04 F.C. 100 100

200

Country Type of

inclusion

Date of

inclusion

Consolidation

Method

% of

interest

% of control

Sub-Group Alewijnse:

Alewijnse Zwolle B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100

Alewijnse Utrecht B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100

Alewijnse Delft B.V. Netherlands Acquisition 2016-11-21 F.C. 100 100

* F.C.: Full Consolidation, E.M : Equity Method.

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- On January 1st, 2016 SPIE Nederland acquired the Deutsch group Jansen Venneboer in engineering,

inspection and maintenance management, Jansen Venneboer manufactures, renovates and maintains

electromechanical facilities, bridges, flood defenses and sluice gates. The company has 96 employees and

has generated annual revenues of approximately € 18 million in 2015. The transferred counterpart stands at

€ 3 million.

- On January 8, 2016 SPIE GmbH fulfilled the acquisition of Hartmann Elektrotechnik GmbH, in

Germany. Created in 1945 in Hamburg, Hartmann Elektrotechnik, which employs more than 300

employees operating from 6 locations across Germany, provides a wide range of ICT and Mechanical &

Electrical services, which allowed it to achieve revenues of approximately € 38 million in 2015. The

transferred counterpart stands at € 16.7 million.

- On January 29, 2016, SPIE Belgium acquired the Belgium company CRIC (Climatisation Réfrigération

Industrielle & Commerciale, Air conditioning Industrial and commercial refrigeration) specialized in

installation and maintenance of HVAC (heating, ventilation and air conditioning). Founded in 1997, this

company based near Charleroi (Belgium) employs a staff of approximately thirty employees and generated

revenues of approximately € 4 million in 2015. The transferred counterpart stands at € 3.9 million.

- On February 16, 2016, SPIE Nederland acquired the Deutsch company GPE Technical Services.

Specialized in steam and condensate systems, GPE Technical Services employs 7 employees and generated

revenues of approximately € 1 million in 2015. GPE is thus working on the controlling of 6.000

condensation traps for a petrochemical plant in the Europoort area in Rotterdam. The experts of GPE

perform measurements and carry out the maintenance of condensation traps and are able to detect sources

of potential energy loss. The transferred counterpart stands at € 0.4 million.

- On May 17, 2016 SPIE ICS (France) acquired the French group RDI. Founded in 1986, the RDI group has

expanded from its historic site in Nîmes, to reach in 2015 revenues of circa 36 million euros. The company

employs around 180 employees, on three sites: Nîmes, Nice, and Gemenos (Marseille). The transferred

counterpart stands at € 8.9 million.

- On June 24, 2016, SPIE GmbH acquired the Germany company SPIE ICS GmbH (formerly named

Rheinsee 518. V V GmbH), which has no activity yet. The transferred counterpart stands at € 25 thousand.

- On August 31, 2016, SPIE acquired, through its German subsidiary SPIE GmbH, the AGIS Fire & Security

Group (hereafter “AGIS”). Headquartered in Warsaw, AGIS has been active in its markets for about 40

years and provides all services from consultancy, conception and design, through to installation and

servicing of fire protection, security and building technology solutions mainly in Poland and Hungary. With

about 200 employees, AGIS generated total revenues of 28 million Euros in fiscal year 2015. The

transferred counterpart stands at € 10 million.

- On September 1st, 2016, SPIE GmbH, a fully-owned subsidiary of SPIE group, acquired several companies

of the COMNET group ("COMNET"). COMNET was founded in 1991 and provides solutions and services

in the areas of IT, telecommunications and security. With close to 160 highly qualified employees at eight

locations in Germany, COMNET generated revenues of circa 30 million euros in 2015. The transferred

counterpart stands at € 11.9 million.

- On September 30, 2016, SPIE GmbH, a fully-owned subsidiary of SPIE group, acquired Gesellschaft für

Elektro- und Sicherheitstechnik GmbH ("GfT"). GfT, established in Essen in 1997, provides services in the

areas of safety engineering, fiber optics, data technology and electrical engineering. With 60 highly

qualified employees, GfT generated revenues of approximately 17 million euros in 2015. The transferred

counterpart stands at € 16.7 million.

- On November 4, 2016, SPIE UK acquired the TRIOS group in the United Kingdom. Originating from a

family-owned business established in 1919, Trios Group has grown into a UK national provider of technical

facilities maintenance services operating in a broad range of sectors, including commercial, health, leisure

and retail. With approximately 690 employees across five regional offices, Trios Group generated revenues

of circa 60 million sterling in 2015 (i.e. around 82 million of euros). The transferred counterpart stands at £

21.4 million, i.e. € 26.4 million.

- On November 21, 2016, SPIE Nederland acquired Alewijnse Technisch Beheer ("Alewijnse TB").

Alewijnse TB, a division of the Alewijnse Group, is a technical services provider focusing on the technical

management of building-related installations, with a particular expertise in installation and maintenance of

electrical equipments. With more than 200 employees and branches in Delft, Utrecht and Zwolle, Alewijnse

202

TB generates annual revenues of approximately €33 million. The transferred counterpart stands at € 6.5

million.

6.1.3. COMPANIES TEMPORARILY HELD AS FINANCIAL ASSETS IN 2016

- On November 30, 2016, SPIE acquired the Environmental Engineering Ltd ("EE") group in the United

Kingdom. EE specializes in HVAC, mechanical and electrical engineering services within the food and

beverage industry. Its expertise ranges from small single-component works to holistic turnkey solutions.

The EE group achieved a full-year March 2016 revenue of approximately £ 19 million sterling (i.e. around

€ 24 million). The transferred counterpart stands at £ 6.7 million, i.e. € 7.9 million.

- On December 8, 2016 SPIE acquired the Belgium company Tevean. Established in 1950 and located in

Zelzate (East Flanders), Tevean designs, builds and maintains electrical, security and fire protection

systems for buildings. Tevean's clients operate in the non-residential, healthcare and industrial sectors. The

company employs 50 people and generated sales of circa 9 million euros in 2015. The transferred

counterpart stands at € 7.5 million.

- On December 9, 2016, SPIE acquired the Aaftink group of companies in the Netherlands. The Aaftink

group of companies ("Aaftink") is located in Abcoude and specializes in the design, installation,

maintenance and repair of building-related systems for retail clients. With 80 employees, Aaftink generates

annual revenue of approximately €12 million. The transferred counterpart stands at € 2.2 million.

6.1.4. NEWLY CONSOLIDATED COMPANIES

The Group consolidated for the first time the SPIE Facilities (formerly named SPIE 911) and SPIE Citynetworks

(formerly ST4) entities during the second half of 2016. These entities with no activity in 2016 were created

respectively on December 19, 2011 and on November 30, 2000 (see Note 26.3).

The Group created on November 10, 2015 the company SPIE OGS JBL Ltd in Dubai (United Arab Emirates). This

dormant company since 2015 was consolidated in the Group’s financial statements for 2016.

6.1.5. NEWLY CREATED COMPANIES

The Group created on September 20, 2016, the SPIE Schweiz A.G. company in Switzerland. This entity has been

consolidated for the publication of the Group’s financial statements as of December 31, 2016.

6.1.6. COMPANIES LIQUIDATED OR DIVESTED IN 2016

On June 13, 2016, SPIE Group has signed a disposal agreement for TecnoSPIE SA located in Portugal. The sale

was completed on July 6, 2016, once the condition precedents have been released.

On August 22, 2016 SPIE OGS liquidated the Ipedex Snd Bhd (Brunei). The liquidation was effective and without

significant incidence in the Group’s 2016 accounts.

On August 25, 2016 the Group disposed the SPIE Czech S.R.O. company. This entity had no activity since 2014.

The disposal was effective and without significant incidence in the Group’s 2016 accounts.

6.2 CHANGES IN METHOD

After applying IFRS 11, Sonaid located in Angola, which were previously consolidated under the full

consolidation method is now consolidated under the equity method since the Group lost the decision-making

control during the first half of 2016 (see Note 20.8).

203

6.3 IMPACT OF NEWLY CONSOLIDATED COMPANIES

The impact of the new consolidated companies in the Group’s financial statement is presented hereafter:

In thousands of euros

Jansen

Venneboer

Group

Hartmann

Group

RDI

Group

AGIS

Group

COMNET

Group

TRIOS

Group

Alewijnse

Group

Other

acquisi-

tions

Total

Acquisi-

tions

2016

PPA

Adjustments

(IFRS 3R)

Total

after

adjusments

Intangible assets 327 6,709 4,035 153 30 - 3 1,866 13,123 0 13,123

Property, plant and

equipment 356 527 608 296 677 2,248 200 213 5,126 78 5,204

Investments in companies

accounted for under equity

method

- (0) - - - - - - (0) - (0)

Financial assets - 9 354 43 76 - - 12 494 1 495

Deferred tax assets 6 430 420 510 257 41 - 80 1,744 262 2,006

Other non-current assets - - - - - - - - - - -

Current assets 4,413 11,294 7,242 10,250 5,721 24,463 7,277 9,018 79,678 (1,549) 78,129

Cash and cash equivalents 68 5,086 5,943 2,178 893 1,088 26 8,507 23,790 1,573 25,363

Total assets acquired at

fair value 5,170 24,055 18,602 13,431 7,654 27,840 7,506 19,696 123,955 365 124,320

Equity attributable to non-

controlling interests - 0 - (1) - 0 - - (0) (2,460) (2,460)

Long-term borrowings - - (910) - - (878) - (250) (2,038) 841 (1,197)

Other non-current liabilities (26) (68) (853) (104) (66) - - (13) (1,130) (61) (1,191)

Deferred tax liabilities (92) (2,154) (1,374) (44) - (48) - (606) (4,317) - (4,317)

Short-term borrowings - - (1,199) (1,108) (1,779) (553) (1,068) (100) (5,807) (846) (6,652)

Other current liabilities (4,917) (10,313) (9,555) (6,797) (9,777) (14,281) (5,818) (9,317) (70,775) (1,566) (72,341)

Total liabilities assumed

at fair value (5,035) (12,535) (13,891) (8,052) (11,622) (15,760) (6,886) (10,286) (84,066) (4,092) (88,158)

Transferred counterpart 2,902 16,676 8,902 9,985 11,964 23,827 6,500 21,450 102,206 (1,643) 100,562

Recognized goodwills 2,767 5,156 4,191 4,605 15,932 11,747 5,880 12,040 62,317 2,084 64,401

The column “PPA Adjustments (IFRS 3R)” includes the goodwill adjustments related to the purchase price

allocation of Thermat and Villanova, acquired in December 2015, to the price addition of Cromm and to the earn

out of Leven paid in 2016 (see Note 14.1).

204

Segment information

NOTE 7. 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.

7.1. INFORMATION BY OPERATING SEGMENT

Revenue (as per management accounts) represents the operational activities conducted by the Group's companies,

while consolidating subsidiaries that have minority shareholders on a proportionate basis or using the equity

method.

EBITA, as per management accounts, is the Group operating result. It is calculated before amortization of

allocated goodwill (brands, backlogs and customers). The margin is expressed as a percentage of revenue (as per

management accounts).

In millions of euros France

Germany

and Central

Europe

North-

Western

Europe

Oil & Gas

and Nuclear Holdings TOTAL

2016

Revenue (as per management accounts) 2,253.5 927.0 1,374.3 589.6 - 5,144.5

EBITA 157.3 45.2 67.4 62.6 19.9 352.4

EBITA as a % of revenue (as per

management accounts) 7.0% 4.9% 4.9% 10.6% n/a 6.8%

2015 Restated*

Revenue (as per management accounts) 2,274.4 892.4 1,303.3 793.9 - 5,264.0

EBITA 158.8 35.8 60.4 77.0 20.6 352.7

EBITA as a % of revenue (as per

management accounts) 7.0% 4.0% 4.6% 9.7% n/a 6.7%

*Comparative data for 2015 have been restated, See Note 4

Reconciliation between revenue (as per management accounts) and revenue under IFRS

In millions of euros 2015 Restated 2016

Revenue (as per management accounts) 5,264.0 5,144.5

Sonaid (a) 105.5 (14.3)

Holding activities (b) 30.9 23.0

Others (c) (1.2) 2.5

Revenue under IFRS 5,399.2 5,155.7

(a) Sonaid is consolidated on a proportionate basis in the management accounts since the loss of control by the

Group during the first half of 2016.

(b) Non-Group revenue from the SPIE Operations Group and other non-operational entities.

(c) Re-invoicing of services provided by Group entities to non-managed joint ventures; re-invoicing to non-

Group entities that do not correspond to operational activity (essentially re-invoicing of expenses on

account); revenue from entities consolidated under the equity method, or pending consolidation companies.

205

Reconciliation between EBITA and consolidated operating income

In millions of euros 2015

Restated 2016

EBITA 352.7 352.4

Amortization of intangible assets (allocated goodwill) (36.1) (33.5)

Discontinued activities and restructuring costs (a) (17.7) (16.7)

Financial commissions (1.8) (1.8)

Non-controlling interests (b) 3.6 0.1

IPO / ESP (c) (29.6) -

Others (d) (1.4) 2.4

Consolidated Operating Income 269.6 302.7

(a) Costs relating to reorganizations in France, in the United Kingdom and in Switzerland.

(b) Non-controlling interests correspond to Group’s Share of SONAID’s operating income (55%) in 2016 and

non-group share (45%) in 2015. In the Group’s IFRS consolidated accounts, SONAID is equity-accounted

since January 1st, 2016 and was fully consolidated before, whereas it is accounted proportionally in the

Group’s EBITA in both periods.

(c) Costs relating to the Initial Public Offering and to the employees shareholders plan.

(d) The « Others » items mainly correspond to the technical capital gain recognized when changing the

consolidation method of Sonaid, according to the IFRS 11 application; it also relates to release of a non-

used earn-out provision, and the recognition of a loss for the free share plan allocation, in compliancy with

the IFRS 2 standard. Finally, it also includes costs related to external growth projects.

7.2. 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.

In millions of euros 2015 Restated 2016

Revenue (as per management accounts) 5,264.0 5,144.5

Pro-forma adjustments (12 months effect of acquisitions) 53.5 195.9

Pro-forma revenue (as per management accounts) 5,317.5 5,340.4

EBITA 352.7 352.4

Pro-forma adjustments (12 months effect of acquisitions) 0.8 6.7

EBITA pro-forma 353.5 359.0

As a % of pro-forma revenue 6.6% 6.7%

7.3. NON-CURRENT ASSETS BY ACTIVITY

Non-current assets include intangible assets, property, plant and equipment, and goodwill allocated to Cash

Generating Units.

In thousands of euros France Germany & CE North-Western

Europe

Oil & Gas -

Nuclear Holdings TOTAL

December 31, 2016 275,179 301,026 153,894 37,735 2,316,797 3,084,630

December 31, 2015 271,582 264,455 143,938 43,971 2,327,078 3,051,024

206

7.4. PERFORMANCE BY GEOGRAPHIC AREA

Revenue under IFRS is broken down by geographical location of customers.

In thousands of euros France Germany Others TOTAL

2016

Revenue under IFRS 2,613,528 737,442 1,804,729 5,155,699

2015 Restated

Revenue under IFRS 2,649,834 695,515 2,053,900 5,399,249

7.5. INFORMATION ABOUT MAJOR CUSTOMERS

No customer individually represents 10% or more of the Group’s consolidated revenue.

207

Notes to the consolidated income statement

NOTE 8. OTHER OPERATING INCOME AND EXPENSES

8.1. OPERATING EXPENSES

In thousands of euros Note 2015

Restated 2016

Purchases consumed (1,028,476) (830,014)

External services (2,059,818) (2,066,745)

Employee cost 8.2 (2,014,836) (1,956,412)

Taxes (48,460) (41,140)

Net amortization and depreciation expenses and provisions (21,429) (32,852)

Other operating income and expenses 59,262 56,616

Operating expenses (5,113,758) (4,870,546)

8.2. EMPLOYEE COST

Breakdown of employee cost

In thousands of euros Note 2015

Restated 2016

Wages and salaries (a) (1,428,335) (1,382,499)

Social security costs (565,890) (554,718)

Employee benefits (b) (10,087) (8,337)

Employee profit-sharing (10,524) (10,858)

Employee costs (2,014,836) (1,956,412)

(a) The CICE (French State’s credit for competitiveness and employment) total benefit accounted for in the

income statement in 2016, booked as a deduction from personnel costs, amounts to € 26,566 thousand

(against € 27,105 thousand in 2015). These amounts were calculated including the payments and liabilities

accounted for during the period and relating to eligible compensations.

(b) Employee benefits include the share of long-term post-employment benefit reserved for retirement benefit.

Free Performance Shares

The information relating to the features of the free performance shares are presented here below:

2015 2016

Number of beneficiaries 420

Acquisition date 2019-07-28

Number of granted shares under performance conditions 1,098,155

Number of granted shares cancelled -

Number of granted shares under performance conditions at year end - 1,098,155

The vesting of performance shares is under condition of presence of the beneficiary throughout the three-year

duration of the acquisition period.

Thus, the fair value valuation of the performance shares takes into consideration a turnover rate of the

beneficiaries as read per country in the employers companies.

The number of performance shares, to which the fair value applied for the calculation of the IFRS 2 expense, is

adjusted by taking into consideration the estimation of the probabilities of achieving financial performance

conditions.

The acquisition of the allocated shares is subject to three financial performance conditions:

- two internal conditions (non-market)

208

• a condition on Average Annual Growth Rate (AAGR) of EBITA over the period 2016-2018

• a condition on Cash Conversion Rate (CCR) of EBITA over the period 2016-2018

- one external condition, linked to a Total Shareholder Return (TSR) target for the SPIE shares over the

period 2016 – 2018 compared to the median TSR of the companies included in the SBF 120 index.

The 420 beneficiaries are divided into two groups, each with a specific plan:

- the first group corresponding to the Executive Committee of SPIE Group and CEO of the French

subsidiaries;

- the second group corresponding to others beneficiaries bound with any of the Group companies by an

employment contract.

The weights to be applied to internal and external allocation rates are as follows:

Internal

Criteria

External

Criteria

Executive Committee of SPIE Group and CEO of French subsidiaries 65.0% 35.0%

Others 80.0% 20.0%

The fair value of the performance shares, valued to € 12,360 thousand at the grant date of September 19th, 2016, is

amortized over the three-year vesting period.

Thus, a charge for an amount of 1,751 thousand euros was booked in 2016.

Applicable taxes and employers contributions, due by employer companies in their own countries, have been

accrued as expenses for an amount of € 296 thousand in 2016.

Breakdown of average number of Group employees

2015 2016

Engineers and executive management 6,989 7,097

Lower and middle management 17,510 17,989

Other employees 13,584 13,780

Average number of Group employees 38,083 38,866

Headcount does not include any temporary workers.

8.3. OTHER OPERATING INCOME (LOSS)

Other operating income and expenses break down as follows:

In thousands of euros Notes 2015

Restated 2016

Business combination acquisition costs (a) (1,158) (2,369)

Net book value of financial assets and security disposals (b) (4,643) 4,922

Net book value of assets (3,234) (8,293)

Other operating expenses (c) (52,547) (23,243)

Total other operating expenses (61,582) (28,982)

Gain on security disposals (d) 1,061 282

Gains on asset disposals 2,713 8,314

Other operating income (e) 10,184 4,331

Total other operating income 13,958 12,927

Other operating income and expenses (47,624) (16,055)

209

(a) In 2016 “Business combination acquisition costs” relate to the acquisitions of Hartmann by SPIE GmbH, of

Leven and Trios by SPIE UK, to the acquisition of Jansen Venneboer by SPIE Nederland and to the

acquisitions of the RDI group by SPIE ICS (formerly SPIE Communications).

(b) In 2016, the net book value of financial assets and security disposals corresponds mainly to the IFRS

impact of the loss of control of Sonaid entity and to the recognition of these shares under the equity

method, for an amount of € 5,260 thousands. The 2015 amount corresponded to the liquidation of shares

held by S.B T.P. in Chile (for € 2,918 thousand) and to the disposal of the Stadion Nürnberg Betriebs

GmbH entity.

(c) In 2016, the “other operating expenses” mainly correspond to the reorganization costs in France, in

Switzerland and in the UK.

In 2015, they corresponded to:

(i) the June 2015 IPO related costs for € 2 124 thousand;

(ii) the employer matching contribution paid by the Group in connection with employees subscription to

the shareholders plan for a total amount of € 23,787 thousand (including roadshow costs);

(iii) the booking of a provision amounting to € 13,663 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;

(iv) Costs related to uncompleted external growth projects, to restructuring or penalty costs.

(d) The gains on security disposals corresponded in 2015 to the disposal of Stadion Nürnberg Betriebs GmbH.

In 2016, they relate to the disposal of Concept ERP shares held by Sofilan (RDI Group acquired by SPIE

ICS in 2016).

(e) The « other operating income » mainly corresponds to penalties received and to write backs on provisions.

In 2015, the other non-current income included a write back of provisions on the shares of the Chilean

entity of S.B.T.P. disposed for an amount of € 2,917 thousand, and the write back of provision on the

disposed SAEIV activity for an amount of € 4,000 thousand. In 2016, the non-current income mainly

include the earn out of the ENS entity which has not been paid, for an amount of € 2,563 thousands.

NOTE 9. 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:

In thousands of euros Notes 2015

Restated 2016

Interest expenses (75,469) (38,745)

Interest expenses on financial leases (675) (560)

Interest expenses on cash equivalents (164) (80)

Interest expenses and losses on cash equivalents (76,309) (39,385)

Interest income on cash equivalents 1,260 91

Net proceeds on sale of marketable securities 79 95

Gains on cash and cash equivalents 1,339 186

Costs of net financial debt (a) (74,970) (39,199)

Loss on exchange rates (b) (44,790) (28,513)

Allowance for financial provisions for pensions (4,837) (4,688)

Other financial expenses (77,795) (1,359)

Total other financial expenses (127,422) (34,559)

Gain on exchange rates 27,969 20,337

Reversal of financial provisions for pensions 20 -

Gains on financial assets excl. cash and cash equivalents 140 43

Allowance / Reversal on financial assets 2,786 127

Other financial income 3,621 945

Total other financial income 34,536 21,451

Other financial income and expenses (92,886) (13,108)

210

(a) The variation between 2015 and 2016 (€ 35.7 million) is due to interest charges related to the loans fully repaid during

the Group IPO in June 2015, and to the fact that the 2015 financial result includes the costs arising from the repayments

of the period.

(b) The variation of the exchange rate between pound sterling and euro during 2016 contributed to losses on exchange rates

up to a net amount of approximately € 16 million, without any significant cash impact.

NOTE 10. INCOME TAX

10.1. TAX RATE

Tax rate

In France, an additional contribution tax of 5%, applicable to profits for 2011 and 2012, then prorogued to 10.7%

on profits for 2013, 2014 and 2015, increases the ordinary tax rate in force to 38.0% (from € 250 million revenue

and above) for the 2013, 2014 and 2015 periods. This rate is not extended to fiscal years ending on December 31,

2016.

The non-extension of the additional contribution has no impact on the tax rate used by the Group for calculating

deferred taxes of French entities, as the Group already applies an ordinary tax rate at 34.43%.

Furthermore, prevailing tax rates in the main European countries in Group businesses are the followings:

Income tax rate used by the Group 2015 2016

France 34.43% 34.43%

Germany 31.50% 31.50%

United Kingdom 20.00% 20.00%

Belgium 33.99% 33.99%

Netherlands 25.00% 25.00%

Switzerland 21.00% 21.00%

10.2. CONSOLIDATED INCOME TAX EXPENSE

Income taxes are detailed as follows:

In thousands of euros 2015

Restated 2016

Income tax expense reported in the income statement

Current income tax (74,002) (76,369)

Deferred income tax (a) 16,550 28,455

Total income tax reported in the income statement (57,452) (47,914)

Income tax expense reported in the statement of comprehensive

income

Net (loss)/gain on cash flow hedge derivatives (5,197) (112)

Net (loss)/gain on post-employment benefits (40) 4,275

Total income tax reported in the statement of comprehensive income (5,237) 4,163

(a) The Group’s deferred tax at 31 December 2016 has been revalued mainly following the adoption of the

2017 Finance Act in France, which provides for a reduction in the corporate income tax rate from 33.33%

to 28% for all companies from 2020. The impact for the Group relates to the deferred taxes scheduled

from 2020 on, and in particular from one hand to the deferred tax based on the intangible assets, limited to

the SPIE brand (which generates a positive impact on the net income of € 43.8 million) and on the other

hand, to the deferred taxes based on pension provisions (which generates a negative impact on the net

income of € 8.0 million).

211

10.3. DEFERRED TAX ASSETS AND LIABILITIES

Before offsetting deferred tax assets and liabilities by fiscal entity, the components of deferred tax are as follows:

In thousands of euros Assets Liabilities Dec 31, 2016

Derivatives

(13) (13)

Employee benefits 79,194 79,194

Provisions for contingencies and expenses non-deductible for tax

purpose 30,790 30,790

Tax loss carry forward 67,760 67,760

Revaluation of long-term assets 26,440 (245,542) (219,102)

Deferred tax liabilities on finance leases 55 (980) (925)

Other temporary differences 31,126 (21,310) 9,815

Total deferred tax -net 235,364 (267,845) (32,482)

Deferred tax assets and liabilities by nature for 2015 are detailed below:

In thousands of euros Assets Liabilities Dec 31, 2015

Restated

Derivatives 99 99

Employee benefits 81,586 81,586

Provisions for contingencies and expenses non-deductible for tax

purpose 33,447 33,447

Tax loss carry forward 76,002 76,002

Revaluation of long-term assets 24,577 (291,321) (266,744)

Deferred tax liabilities on finance leases 216 (1,015) (799)

Other temporary differences 28,685 (18,039) 10,646

Total deferred tax -net 244,613 (310,375) (65,762)

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:

Variations 2016

In thousands of euros 31 Dec.

2015

Restated

Income

statement

Equity &

OCI

Translation

differences

Reclassific

ations

Other/

Changes in

scope

(a)

31 Dec.

2016

Derivatives 99

(112) (13)

Employee benefits (b) 81,586 (6,926) 4,276 31 227 79,194

Provisions for contingencies

and expenses non-deductible for

tax purpose

33,447 (2,732) (117) 191 30,790

Tax loss carry forward (c) 76,002 (6,488) (1,902) 148 67,760

Revaluation of long-term assets

(d) (266,744) 44,602 5,200 (65) (2,095) (219,102)

Deferred tax liabilities on

finance leases (799) (118) (8) (925)

Other temporary differences

(e) 10,646 117 0 197 65 (1,210) 9,815

Total deferred tax -net (65,762) 28,455 4,164 3,400 - (2,739) (32,482)

(a) The « others / changes in scope » mainly correspond to the deferred taxes provided by the incoming entities

of the Group during the year, and to the ongoing process of purchase price allocation;

(b) The € (6,926) thousand accounted for in the income statement include the impact of the change on Income

Tax applicable from 2020 on (2017 Finance Act in France – see footnote of Consolidated Income

Statement) for an amount of € (8,016) thousand;

(c) The tax loss carry-forward impacting the income statement mostly derive from the Group’s deferred losses

used during the year (and in particular in the SPIE SA holding, which carries the tax grouping, see Note

212

10.4), and to the recognition as asset of the whole tax loss carry-forwards of the United-Kingdom

companies;

(d) The € 44,602 thousand accounted for in the income statement include the impact of the change on Income

Tax applicable from 2020 on (2017 Finance Act in France) for an amount of € 43,855 thousand, mainly on

the Group’s intangible assets;

(e) The “Other temporary differences” include the other differences such as restatements related to the IFRIC

21 application, or restatements on currency translations.

10.4. TAX LOSS CARRIED FORWARD

Tax losses carried forward within the tax group in France amount to € 113,989 thousand. They have been

recognized as deferred tax assets for € 37,396 thousand. The timeline for the relief of carry forward tax deficits, by

allocation to predictable profits of the SPIE SA tax group, has been estimated at 3 years.

As at December 31, 2016, unrecognized tax losses in France amount to € 75,052 thousand and concern mainly pre-

integration losses in the Group’s French subsidiaries.

All tax losses carried forward in the United-Kingdom amount to £ 82,067. The timeline for the relief of carry

forward tax deficits, by allocation to predictable profits of the SPIE SA tax group, has been estimated at less than 5

years. The amount of deferred tax assets finally recognized is of £ 16,413 thousand (i.e. € 19,548 thousand).

The deferred tax assets corresponding to the tax losses carried forward in Germany were fully accounted for

€ 8,052 thousand, on a basis of a 5 years plan relief.

All tax losses carried forward relating to the SPIE ICS in Switzerland, amount in basis as at December 31, 2016 to

10,532 thousands of Swiss Francs (CHF) (i.e. € 9,800 thousand). They have been subject to the recognition of

deferred tax assets fully accounted for an amount of CHF 2,212 thousand (i.e. € 2,058 thousand).

10.5. RECONCILIATION BETWEEN PROVISION FOR INCOME TAXES AND PRE-TAX INCOME

In thousands of euros 2015 Restated 2016

Consolidated net income 38,304 184,032

(-) Net income from discontinued operations 6,037 18,482

Provision for income taxes 57,452 47,914

Pre-tax income 101,793 250,428

(-) Net income (loss) from companies accounted for under the

equity method (379) (426)

Pre-tax income excl. companies accounted for under the equity

method 101,414 250,001

Theoretical French statutory tax rate 34,43% 34,43%

Theoretical tax charge (34,917) (86,076)

Permanent differences and other differences (2,441) (1,043)

French CVAE (a) (13,808) (13,171)

Tax loss carry forward (10,630) 13,081

Difference between French and foreign income tax rates 7,790 4,156

Difference on French income tax rate (2017 Finance Act) - 35,839

Tax provisions (b) (3,446) (701)

Net provision for income taxes (57,452) (47,914)

Effective tax rate 56.44% 19.13%

Effective tax rate excluding French CVAE (c) 35.75% 11.11%

(a) In France, the Company value-added contribution ("Cotisation sur la Valeur Ajoutée des Entreprises” -

CVAE) is due based on added value stemming from individual financial statements. 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. Accordingly, CVAE is presented as a component of the income tax expense.

As CVAE is tax deductible, its amount has been restated net of income tax for reconciliation purposes.

213

(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. The portion of this process relating to additional

income tax is recognized as a component of the income tax expense.

(c) In 2016, if the impact following the adoption of the 2017 Finance Act in France (see Note 10.2) was

restated then the effective tax rate of the Group would be of 25,42% excluding French CVAE and of

33.44% including French CVAE.

NOTE 11. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS

The Group’s assets held for sale and discontinued operations requiring the application of IFRS 5 are outlined

below:

2015 Restated 2016

In thousands of euros Revenue Contribution to

net income Revenue

Contribution to

net income

S.G.T.E. INGENIERIE - (19) - (25)

FORAID ALGERIE EURL 4,191 (183) 2,562 (207)

TECNOSPIE SA (formerly OELE) 17,337 (3,279) 9,248 (4,249)

SPIE HELLAS S.A. (Greece) 2,608 (893) - -

ADVAGO S.A. - (13) - (15)

SONO TECHNIC 2,423 2 2,010 (1,105)

SPIE IFS AG 8,632 (359) 6,461 (1,232)

SPIE MAROC – ONEE Business 6,435 (756) 2,483 (4,612)

SPIE Ile de France Nord-Ouest – Real

estate business 15,114 (685) 7,520 (4,635)

SPIE Infoservices – Logistics business - 148 - (2,403)

TOTAL 56,740 (6,037) 30,284 (18,482)

- The liquidation process of SGTE Ingénierie, started in 2007, was still in progress as at December 31, 2016;

- The disposal process of Foraid Algérie Eurl, initiated in 2011, was still in progress as at December 31,

2016;

- The disposal of TecnoSPIE SA in Portugal which was initiated in December 2015. On June 13, 2016, SPIE

Group signed a disposal agreement and the sale was completed on July 6, 2016;

- 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, 2016 for

Advago SA. However, SPIE Hellas SA has been disposed on August 19, 2015;

- The French entity Sono Technic, operating on low voltage electricity activities in the Toulouse region. The

disposal process was initiated in November 2016 and was still in progress as at December 31, 2016;

- The entity SPIE IFS AG (previously SPIE Schweiz AG) located in Switzerland was acquired on September

6, 2013, together with the Services Solutions activity of the Hochtief Group. The disposal process was

initiated in November 2016 and was still in progress as at December 31, 2016;

- the lines and substations activities with ONEE (National Office of Electricity and drinking water) client of

SPIE Maroc (in Morocco) whose discontinuity process was initiated in March 2016 and was still in

progress as at December 31, 2016;

- activities in "Housing market Projects” of the French company SPIE Ile-de-France Nord-Ouest. The

discontinued process was initiated in the second half of the year 2016 and is planned to be finalized within

2017;

- The activity "logistics and integration of communications equipment and systems" of SPIE Infoservices,

the French subsidiary of SPIE ICS Sas, planned to be sold.

214

As a result, as at December 31, 2016, the financial statements of SGTE Ingénierie, Foraid Algérie Eurl, Advago

SA, Sono Technic, SPIE IFS AG, as well as the discontinued activities regarding the lines and substations with

ONEE in Morocco, the "Housing market Projects” of SPIE Ile-de-France Nord-Ouest and the logistics of SPIE

Infoservices, 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, 2016. Assets and liabilities of these activities have been valued at their fair value less

potential costs of sale of the assets.

NOTE 12. EARNINGS PER SHARE

12.1. DISTRIBUTABLE EARNINGS

In thousands of euros Dec 31, 2015

Restated Dec 31, 2016

Continuing operations

Basic earnings from continuing operations attributable to owners of the parent (excluding

minority shareholders) 51,318 202,502

(-) 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 51,318 202,502

Earnings from discontinued operations distributable to shareholders of the Company,

used for the calculation of the earnings per share (6,037) (18,482)

Total operations

Basic earnings from continuing operations attributable to owners of the parent (excluding

minority shareholders) 45,281 184,020

(-) Basic earnings attributable to preferential owners

Earnings distributable to shareholders of the Company, used for the calculation of the

earnings per share 45,281 184,020

12.2. NUMBER OF SHARES

Dec 31, 2015

Restated Dec 31, 2016

Average number of shares used for the calculation of earnings per share 127,544,489 154,076,156

Effect of the diluting instruments - 312,899

Average number of diluted shares used for the calculation of earnings per share 127,544,489 154,389,054

In compliance with “IAS 33- Earnings per share”, the weighted average number of ordinary shares in the first half

of 2016 (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.

During the period, SPIE has issued a new Free Performance Shares plan which consequently dilutes the average

number of shares (see Note 8.2).

215

12.3. EARNINGS PER SHARE

In thousands of euros Dec 31, 2015

Restated Dec 31, 2016

Continuing operations

. Basic earnings per share 0.40 1.31

. Diluted earnings per share 0.40 1.31

Discontinued operations

. Basic earnings per share (0.05) (0.12)

. Diluted earnings per share (0.05) (0.12)

Total operations

. Basic earnings per share 0.36 1.19

. Diluted earnings per share 0.36 1.19

In 2016, the lowering of the income tax rate from 2020 on, as provided for by the French Finance Act of 2017 (see

Note 10.2) generates a positive amount of € 35.8 million on the Group net income (i.e. 0.23 € per share).

NOTE 13. DIVIDENDS

During the current period, the Group paid the dividends entitled for the 2015 period, representing a total amount of

€ 77,038 thousand, which corresponds to a dividend of 50 cents per share.

Based on 2016 year’s results, the Board of Directors will propose to the General Shareholders’ Meeting to pay in

2017 a dividend of € 0.53 per share.

216

Notes to the statement of financial position

The following notes relate to the assets and liabilities of continuing operations as at December 31, 2016.

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:

In thousands of euros Dec 31,

2015

Acquisitions and

adjustments of

preliminary

goodwill

Disposals

Change in

scope of

consolidation

and other

Translation

adjustments

Dec 31,

2016

CGU - SPIE Ile de France Nord-Ouest 275,688 275,688

CGU - SPIE Est 91,943 91,943

CGU - SPIE Sud Est 196,725 1,250 8 197,983

CGU - SPIE Sud Ouest 230,647 (1,414) 229,233

CGU - SPIE Ouest Centre 218,735 218,735

CGU - SPIE Communications 158,201 4,191 162,392

CGU - SPIE Holding GmbH 125,853 36,567 (41) 162,379

CGU - SPIE ICS 46,891 105 46,996

CGU - SPIE UK 198,191 12,480 (4,655) 206,016

CGU - SPIE Nederland 147,274 9,376 156,650

CGU - SPIE Belgium 77,762 537 78,299

UGT - SPIE Nucléaire 127,801 127,801

CGU - SPIE OGS 253,226 253,226

Total goodwill 2,148,937 64,401 - (1,414) (4,583) 2,207,341

Acquisitions and goodwill adjustments which occurred between January and December 2016 mainly relate to:

- The ongoing process of purchase price allocation for SPIE Sud Est related to the acquisition of Thermat and

Villanova in December 2015 for an amount of € 1,250 thousand;

- The temporary determination of goodwill related to the acquisition of the RDI Group by SPIE ICS

(formerly SPIE Communications) in May 2016, for an amount of € 4,191 thousand;

- The ongoing process of purchase price allocation for SPIE Holding GmbH related to:

o the acquisition of Comnet in September 2016 for a global amount of € 15,932 thousand;

o the acquisition of GfT in September 2016 for an amount of € 10,774 thousand;

o the acquisition of Hartmann in January 2016 for an amount of € 5,156 thousand;

o the acquisition of Agis in August 2016, for an amount of € 4,605 thousand.

- The ongoing process of purchase price allocation for SPIE UK related to the acquisition of Trios in

November 2016, for an amount of € 11,747 thousand, and to the addition price of Leven for € 733

thousand;

- The purchase price allocation for SPIE Nederland regarding the acquisition of:

o Alewijnse acquired in November 2016 for an amount of € 5,880 thousand ;

o Jansen Venneboer acquired in January 2016, for an amount of € 2,767 thousand;

o GPE Technical Services acquired in February 2016, for an amount of €729 thousand;

217

- The purchase price allocation for SPIE Belgium relating to the acquisition of CRIC, in June 2016, for a

global amount of €537 thousand.

The “Change in scope of consolidation” column includes the company Sono Technic held by SPIE Sud-Ouest and

which is now accounted for as a discontinued entity (see Note 11).

Currency translation adjustments mainly relate to:

- € 8 thousand for all Swiss entities within the SPIE Sud Est CGU;

- € 105 thousand for the Swiss company SPIE ICS;

- € (41) thousand for the Polish and Hungarian companies held by SPIE GmbH;

- And to € (4,655) thousands 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, 2015 were the

following:

In thousands of euros Dec 31,

2014

Acquisitions

and

adjustments of

preliminary

goodwill

Disposals

Change in

scope of

consolidation

and other

Translation

adjustments

Dec 31,

2015

CGU - SPIE Ile de France

Nord-Ouest 275,688 275,688

CGU - SPIE Est 91,943 91,943

CGU - SPIE Sud Est 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 GmbH 124,992 861 125,853

CGU – SPIE ICS 38,716 3,002 5,173 46,891

CGU - SPIE UK 187,947 8,137 2,107 198,191

CGU - SPIE Nederland 142,135 5,139 147,274

CGU - SPIE Belgium 77,762

77,762

CGU - SPIE Nucléaire 127,801 127,801

CGU - SPIE OGS 253,226 253,226

Total goodwill 2,123,153 18,244 - - 7,540 2,148,937

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 2016, 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 1.60% (in 2015: 1.50 %.)

As the SPIE UK CGU operates outside the Eurozone, the future cash flows are estimated in GBP and then

discounted using 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 7.50 % (2015: 7.6%) for all CGUs.

218

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.

The value of all operating segments subject to impairment testing is higher than the book value. The sensitivity to

indicators used are the followings: a decrease by 0.1% of the long term growth rate, a decrease by 0.5% of the

margin level expected for the terminal year, and an increase by 0.5% of the discount rate (WACC). These tests

show:

- For the Swiss businesses of the Group which have been reorganized during the year 2016 in order to be

gathered under a unique CGU,value losses which could arise to € (5.6) million in case the EBIT margin

would decrease by 50 bps in 2021 and terminal year.

- For the Morocco CGU, a loss in value in case the EBIT margin would decrease by 50 bps in 2021 and

terminal year, yet the loss is less significant: € (1.5) million.

Pending the achievement of the reasonably expected forecasts, it has been decided not to impair the related

goodwills, but to keep these CGUs under surveillance for 2017.

219

NOTE 15. INTANGIBLE ASSETS

15.1. INTANGIBLE ASSETS – GROSS VALUES

In thousands of euros Concessions,

patents,

licenses

Brands

Backlog and

customer

relationship

Others Total

Gross value

At Dec 31, 2014 7,161 755,010 147,434 74,401 984,006

Business combination effect (1,589) 15,241 115 13,767

Other acquisitions in the period 448 7,831 8,279

Disposals in the period (1) (11) (12)

Exchange difference (15) 1,329 1,141 425 2,880

Other movements (821) 240 (580)

Assets held for sale (106) (106)

At Dec 31, 2015 6,772 754,750 163,816 82,895 1,008,233

Business combination effect 8 1,595 11,243 279 13,125

Other acquisitions in the period 562 19,336 19,898

Disposals in the period (538) (4,728) (5,266)

Exchange difference 7 (1,331) (2,477) (472) (4,273)

Other movements 635 (463) 172

Assets held for sale -

At Dec 31, 2016 7,446 755,013 172,582 96,847 1,031,888

Period ended December 31, 2016

Brands mainly correspond to the value of the SPIE brand for € 731 million, which has an indefinite useful life and

is tested for impairment at least once a year or whenever there is an indication of impairment.

The SPIE brand is allocated to each of the cash generating units and is valued on the basis of an implied average

royalty rate, as a percentage of each CGU’s contribution to Group revenues.

The line “Business combination effect”, which concerns the brands, and backlog and customer relationships,

corresponds to the impacts of the ongoing purchase price allocation processes which led to:

- The temporary allocation of Hartmann GmbH’ goodwill for an amount of € 1,595 thousand in brand, € 532

thousand in backlog and € 4,546 in customer relationship asset;

- The temporary allocation of CRIC’s goodwill for an amount of € 72 thousand in backlog and €1,535

thousand in customer relationship asset;

- The temporary allocation of RDI’s goodwill for an amount of € 62 thousand in backlogs and € 3,928

thousand in customer relationship asset;

- The temporary allocation of Jansen Venneboer’s goodwill for an amount of € 327 thousand in backlogs;

- The temporary allocation of GPE Technical Services’ goodwill for an amount of € 241 thousand in

customer relationship asset;

The “Other acquisitions in the period”, representing € 19,336 thousand, correspond to € 7,994 thousand of

intangible assets acquired in Germany for the SAP project, to € 2,789 thousand euros of other intangible assets

under development spread all over the Group and to € 8,553 thousand of other intangible assets across several

entities of the Group.

220

15.2. INTANGIBLE ASSETS –AMORTIZATION AND NET VALUES

In thousands of euros Concessions,

patents,

licenses

Brands

Backlog and

customer

relationship

Others Total

(a) (b)

Amortization

At Dec. 31, 2014 (6,095) (41,890) (69,116) (53,774) (170,875)

Amortization for the period (449) (17,662) (20,331) (7,972) (46,414)

Reversal of impairment losses 1,799 90 1,889

Disposals in the period 1 11 12

Exchange difference 11 (1,519) (278) (76) (1,861)

Other movements 905 (2) 903

Assets held for sale 106 106

At Dec. 31, 2015 (5,627) (59,273) (89,634) (61,707) (216,241)

Amortization for the period (582) (13,786) (19,799) (7,333) (41,500)

Reversal of impairment losses -

Disposals in the period 531 369 900

Exchange difference (5) 1,331 812 144 2,283

Other movements 169 (133) 36

Assets held for sale -

At Dec 31, 2016 (5,514) (71,727) (108,621) (68,660) (254,521)

Net value

At Dec. 31, 2014 1,066 713,120 78,319 20,626 813,131

At Dec. 31, 2015 1,145 695,477 74,182 21,188 791,992

At Dec. 31, 2016 1,932 683,286 63,961 28,188 777,366

Period ended December 31, 2016

In 2016, the amortizations of intangible assets relating to the purchase price allocation (PPA) amount to € 33,585

thousand. The detail is presented hereafter:

(a) The amortization of the brands SPIE Matthew Hall for € 10,882 thousands consequently to the 3 year

amortization plan initiated in September 1, 2013, Juret for € 1,719 thousand (amortization ended in 2016),

Hartmann for € 558 thousand (amortization over 3 years), Fleischhauer for € 431 thousand (amortization

over 4 years) and Veepee for € 196 thousand (amortization over 6 years.

(b) The amortization of the CRA (customer relationship asset) mainly corresponds to SPIE GmbH for € 6,223

thousand, to Leven Energy Services for € 2,565 thousand, to SPIE ICS (formerly Connectis) for € 1,874

thousand, to Infrastructure Services & Projects for € 1,633 thousand, to Fleischhauer for € 903 thousand, to

Hartmann for € 750 thousand, to RDI for € 731 thousand, to Scotshield for € 540 thousand, to Numac for €

540 thousand, to GVDD for € 513 thousand, to CRIC for € 216 thousand, to ENS Limited for € 247

thousand, to Devis for € 165 thousand, and to GPE Technical Services for € 66 thousand

The amortization of backlogs for the current period mainly corresponds to the backlogs of SPIE GmbH for

an amount of € 1,763 thousand, of Hartmann for an amount of €532 thousand and for Jansen Venneboer for

an amount of € 327 thousand. Finally, the remaining € 213 thousand relate to SPIE ICS (formerly

Connectis), CRIC, RDI and Scotshield altogether.

221

NOTE 16. PROPERTY, PLANT AND EQUIPMENT

16.1. PROPERTY, PLANT AND EQUIPMENT – GROSS VALUES

In thousands of euros Land Buildings Plant and

machinery Others Total

Gross value

At Dec 31, 2014 6,589 48,202 127,337 144,312 326,440

Business combination effect

229

5,432 5,661

Other acquisitions of the period 30 4,227 9,281 15,224 28,762

Disposals of the period (17) (3,066) (4,310) (7,239) (14,633)

Exchange differences 327 204 333 618 1,481

Other movements (2,401) (3,178) (2,333) (7,913)

Assets held for sale (3) (30) (411) (444)

At Dec 31, 2015 6,929 47,390 129,432 155,604 339,356

Business combination effect

58 1,063 4,083 5,204

Other acquisitions of the period 3,141 7,814 12,924 23,879

Disposals of the period (663) (8,930) (23,989) (33,582)

Exchange differences 14 (559) 348 (1,071) (1,267)

Other movements (2,508) (2,900) 142 (4,252) (9,519)

Assets held for sale

(12) (12)

At Dec 31, 2016 4,435 46,467 129,868 143,288 324,059

Other property, plant and equipment mainly correspond to office and computer equipment and transport

equipment.

16.2. PROPERTY, PLANT AND EQUIPMENT – DEPRECIATION & NET VALUES

In thousands of euros Land Buildings Plant and

machinery Others Total

Depreciation

At Dec 31, 2014 - (25,493) (86,552) (106,085) (218,129)

Depreciation of the period (3,504) (10,984) (14,327) (28,815)

Reversal of impairment losses 181 107 216 504

Disposals of the period 2,589 3,675 5,127 11,391

Exchange differences 83 (86) (528) (532)

Other movements 1,917 3,099 956 5,972

Assets held for sale 1 12 334 347

At Dec 31, 2015 (24,224) (90,730) (114,307) (229,261)

Depreciation of the period (1) (2,995) (11,010) (14,334) (28,341)

Reversal of impairment losses 205 47 8 259

Disposals of the period

325 8,648 20,687 29,660

Exchange differences 50 (347) 652 355

Other movements

1,779 791 610 3,180

Assets held for sale

12 12

At Dec 31, 2016 (1) (24,861) (92,602) (106,672) (224,136)

Net value

At Dec 31, 2014 6,589 22,709 40,785 38,228 108,311

At Dec 31, 2015 6,929 23,166 38,702 41,297 110,095

At Dec 31, 2016 4,434 21,607 37,266 36,616 99,923

222

Finance leases

Fixed assets include assets financed by the Group through finance leases. These properties have net values of:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Land 1,636 1,662

Buildings 4,084 3,832

Plants and machinery 5,685 5,288

Others 4,284 7,064

Net amount of assets financed through finance lease 15,689 17,845

NOTE 17. EQUITY

17.1. SHARE CAPITAL

As at December 31, 2016 the share capital of SPIE SA stands at 72,415,793.32 euros divided into 154,076,156

ordinary shares, all of the same class, with a nominal value of 0.47 euro.

No operation took place on the SPIE SA share capital since January 1, 2016.

The allocation of SPIE SA capital’s ownership is as follows:

Holding percentage

Total Consortium (1) 25.5%

Caisse de dépôt et placement du Québec 13.2%

Managers (2) 7.8%

Employee shareholding (3) 3.9%

Public (4) 49.6%

Treasury shares 0.0%

Total 100.0%

(1) Clayax Acquisition Luxembourg 5 S.C.A. is held at 78.8 % by funds controlled, managed or advised by Clayton, Dubilier & Rice and at 21.2

% by funds controlled, managed or advised by Ardian. (2) Managers and senior executives, current and former, of the Group (as at December 31, 2016). (3) Stake held by the Group employees, directly or through the FCPE SPIE Actionnariat 2011/2016 (as at December 31, 2016). (4) Based on the information disclosed on December 31, 2016 for the shares held by managers and employees.

17.2. FREE PERFORMANCE SHARES

The current Performance Shares Plan grants, under certain conditions, free shares in favor of corporate officers or

employees of the Group (refer Note 3.18 and Note 8.2).

As a non-cash transaction, benefits granted are recognized as an expense over the vesting period in return for an

increase in equity for an amount of €1,752 thousands relating to the year 2016.

223

NOTE 18. PROVISIONS

18.1. PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS

Employee benefits relate to retirement benefits, pension obligations and other long-term benefits mainly relate to

length-of-service awards.

In thousands of euros Dec 31, 2015 Dec 31, 2016

Retirement benefits 256,541 275,008

Other long-term employee benefits 15,812 16,966

Employee benefits 272,353 291,974

2015 Restated 2016

Expense recognized through income in the period

Retirement benefits 14,963 13,025

Other long-term employee benefits 1,112 2,618

Total 16,076 15,643

The obligations of the French entities account for approximately 47% of the total commitment. The remaining

53% mainly comprises commitments in the German (35%), Swiss (18%), Dutch, and Belgian subsidiaries and

relates to the local obligations for employee retirement benefits.

Actuarial assumptions

The actuarial assumptions used to estimate the retirement benefits of the French entities are as follows:

Dec 31, 2015 Dec 31, 2016

Discount rate 2.00% 1.50%

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)

+ later retirement scheme

Upon acquiring the necessary

entitlements to retire on full benefits

(in accordance with the 2013 law

reform)

+ later retirement scheme

Future salary increase 3.25 % for executive staff 2.75 % for executive staff

2.75 % for non-executive staff 2.00 % for non-executive staff

Generated average rate of turnover Tables identical to 2012 Tables identical to 2012

Executive staff: 3.9% Executive staff: 3.8%

Non-executive staff: 3.3 % Non-executive staff: 3.3 %

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

The actuarial assumptions used to estimate the retirement benefits of the German entities are as follows:

Dec 31, 2015 Dec 31, 2016

Discount rate 2.60% 1.95%

Type of retirement Voluntary departure Voluntary departure

Age of retirement 62 years old

(63 under exception)

62 years old

(63 under exception)

Future salary increase 3.25 % for all staff 2.75 % for all staff

Generated average rate of turnover Average rate: 5% Average rate: 5%

For all categories of staff For all categories of staff

Mortality table RT Heubeck 2005G RT Heubeck 2005G

224

The actuarial assumptions used to estimate the retirement benefits of the Swiss entities are as follows:

Dec 31, 2015 Dec 31, 2016

Discount rate 0.70% 0.40%

Type of retirement Voluntary departure Voluntary departure

Age of retirement Males : 65 years old

Females : 64 years old

Males : 65 years old

Females : 64 years old

Future salary increase 1.50% for all staff 1.50% 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%

Females : 25%

Males : 25%

Females : 25%

Mortality table BVG 2010 GEN BVG 2015 GEN

Age at start of career (in years) 25 years olds for all staff 25 years olds for all staff

Post-employment benefits

Changes in the provision are as follows:

In thousands of euros 2015 2016 Of which

France

Of which

Germany

Of which

Switzerland

Of which

others

Benefit liability as of January 1st 244,278 256,542 131,789 75,459 48,718 576

Impacts of IAS 19 Amended

Effect of changes in the scope of

consolidation 1,013 350 338 12

Operations discontinued or held for

sale

Expense for the period 14,963 13,025 5,120 6,075 1,718 111

Actuarial gain or loss to be recognized

in OCI 2,447 14,760 (3,502) 15,289 2,401 572

Benefits paid (10,143) (5,822) (4,867) (953)

Contributions paid to the fund (256) (3,956) 250 (4,000) (206)

Currency translation differences 4,239 109 (1) 110

Other changes -

Benefit obligation as of December 31 256,541 275,008 129,128 95,881 48,947 1,053

The expense in the financial year is analyzed as follows:

In thousands of euros 2015

Restated 2016

Of which

France

Of which

Germany

Of which

Switzerland

Of which

others

Service Cost during the year

Current service cost 13,873 19,281 9,062 4,146 5,973 100

Past service costs (plan, changes and

reductions) (263) (4,565)

(4,565)

Plan curtailments/settlements (3,493) (6,380) (6,380)

Net interest Expense

Interest expense 7,666 6,934 2,650 3,361 825 97

Expected return on assets (2,820) (2,244) (212) (1,432) (514) (86)

Expense in the period 14,963 13,025 5,120 6,075 1,719 111

of which:

. Personal costs 10,380 8,335 2,682 4,146 1,408 100

. Financial costs 4,846 4,689 2,438 1,929 311 11

225

The reconciliation with the financial statements is provided below:

In thousands of euros 2015 2016 Of which

France

Of which

Germany

Of which

Switzerland

Of which

others

Projected Benefit Obligation liability 403,307 426,419 138,838 154,330 126,613 6,638

Plan assets 146,766 151,410 9,710 58,449 77,666 5,585

Benefit obligation 256,541 275,009 129,128 95,881 48,946 1,053

Sensitivity to changes in discount rates

The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the

French entities:

Rate 1.00% 1.25% 1.50% 1.75% 2.00%

Present benefit obligation - Dec 31,

2016 127,697 123,414 119,336 115,449 111,745

Difference - In thousands of euros 8,361 4,078 -3,887 -7,591

Difference - % 7.01% 3.42% -3.26% -6.36% Numbers given in thousands of euros

The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the

German entities:

Rate 1.45% 1.70% 1.95% 2.20% 2.45%

Present benefit obligation - Dec 31,

2016 172,889 163,229 154,297 146,035 138,384

Difference - In thousands of euros 18,592 8,932 -8,262 -15,913

Difference - % 12.05% 5.79% -5.35% -10.31% Numbers given in thousands of euros

The table below shows the sensitivity of the obligation with discount rates of +/-0.25% and +/-0.50% for the Swiss

entities:

Rate -0.10% 0.15% 0.40% 0.65% 0.90%

Present benefit obligation - Dec 31,

2016 139,079 132,698 126,612 120,964 115,570

Difference - In thousands of euros 12,467 6,086 -5,647 -11,042

Difference - % 9.85% 4.81% -4.46% -8.72% Numbers given in thousands of euros

Other long-term employee benefits (length-of-service awards)

Changes in the provision are as follows:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Benefit liability as of January 1st 15,099 15,812

Business combination 306 26

Disposals of companies and other assets

Expense of the period 1,112 2,618

Benefits paid to beneficiaries (705) (1,491)

Contributions paid to funds

Benefit obligation as of December 31 15,812 16,965

There are no plan assets for other long-term employee benefits.

226

The expense in the financial year is analyzed as follows:

In thousands of euros 2015 2016

Current service cost 503 1,704

Amortization of actuarial gains and losses (115) (315)

Interest expense 77 351

Plan curtailments/settlements (301) (425)

Amortization of past service costs 948 1,303

Expense for the period 1,112 2,618

Of which:

. Personal costs 1,035 2,267

. Financial costs 77 351

18.2. OTHER PROVISIONS

Provisions include:

- provisions for contingent liabilities against specific risks in business combinations;

- provisions for tax risks, arising where tax audits have led to proposals from the tax authorities for

adjustments in respect of prior years;

- provisions for restructuring;

- provisions for lawsuits with employees and labor cases;

- provisions for litigation still pending on the previous year’s contracts and activities.

The short-term portion of provisions is presented under “Current provisions” and beyond this time horizon;

provisions are presented as “Non-current provisions”.

In thousands of euros

Dec 31, 2015

Additions

during

the period

Reversals

during

the period

Translation

adjustments

Assets held

for

sale /

discontinued

Change in

scope/ others Dec 31, 2016

Contingent liabilities 5,673 (4,312) 1,361

Tax provisions 16,137 2,868 (2,204) 445 17,245

Restructuring (a) 10,278 (8,641) 20 1,657

Litigations 42,428 14,739 (15,311) 151 (59) 41,948

Losses at completion (b) 43,928 19,689 (31,826) (2,223) (55) (200) 29,312

Social provisions and disputes 17,270 7,493 (8,997) 13 (117) 15,663

Warranties and claims on completed

contracts 36,127 12,650 (17,029) (334) 3,849 35,263

Other provisions 171,842 57,440 (88,320) (1,948) (55) 3,493 142,450

. Current 98,788 37,819 (54,087) 387 (55) 10,373 93,225

. Non-current 73,054 19,620 (34,233) (2,335) (6,880) 49,226

(a) Restructuring provisions mainly relate to the restructuring costs linked to the integration of SPIE GmbH.

(b) In June 2014, 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 € 33,057 thousand in connection with loss making contracts recognized at the date of the takeover. The remaining amount of these provisions as at December 31, 2016 is of € 2,100 thousand (€ 6,565 thousand as

at December 31, 2015).

Provisions comprise a large number of items each with low values. Related reversals are considered as used.

However, the incurred and assigned amounts in provisions that stand out due to their significant value are closely

monitored.

On 2016, reversals of unused provisions amounted to € 4,786 thousand.

227

The breakdown into current and non-current by category of provisions for the current period is as follows:

In thousands of euros Dec 31, 2016 Non-current Current

Contingent liabilities 1,361 1,361

Tax provisions 17,245 5,106 12,139

Restructuring 1,657 1,657

Litigations 41,948 11,345 30,603

Losses at completion 29,312 19,029 10,283

Social provisions and disputes 15,663 6,939 8,724

Warranties and claims on completed contracts 35,263 5,445 29,818

Other provisions 142,450 49,226 93,225

For purposes of comparison, provisions accounted for as at December 31, 2015 were as follows:

In thousands of euros

Dec. 31,

2014

Additions

during

the period

Reversals

during

the period

Translation

adjustments

Assets held

for

sale /

disconti-

nued

Change in

scope/

others

Dec. 31,

2015

Contingent liabilities 6,856 (1,183) 5,673

Tax provisions 14,387 5,628 (2,576) 4 (1,305) 16,137

Restructuring 20,409 3,000 (13,299) (8) 176 10,278

Litigations 52,398 12,872 (23,044) 162 39 42,428

Losses at completion 46,823 30,886 (35,224) 582 862 43,928

Social provisions and disputes 20,971 7,170 (10,900) 77 (47) 17,270

Warranties and claims on completed

contracts 33,577 16,685 (15,873) 99 (163) 1,802 36,127

Other provisions 195,422 76,240 (102,099) 916 (163) 1,526 171,842

. Current 117,604 41,786 (63,238) 293 (163) 2,506 98,788

. Non-current 77,818 34,454 (38,861) 623 (980) 73,054

The breakdown into current and non-current by category of provisions for 2015 is as follows:

In thousands of euros Dec 31, 2015 Non-current Current

Contingent liabilities 5,673 5,673

Tax provisions 16,137 4,442 11,695

Restructuring 10,278 10,278

Litigations 42,428 10,563 31,866

Losses at completion 43,928 36,418 7,510

Social provisions and disputes 17,270 7,455 9,815

Warranties and claims on completed contracts 36,127 8,503 27,624

Other provisions 171,842 73,054 98,788

228

NOTE 19. WORKING CAPITAL REQUIREMENT

Other changes of the period

In thousands of euros Notes

Dec 31,

2015

Change

in

Working

capital

related

to

activity

Change

in scope

Currenc

y

transla-

tions &

fair

values

Change in

method

Dec 31,

2016

Inventories and receivables

Inventories and work in progress (net) 24,935 (3,257) 3,970 (284) (811) 24,554

Trade receivables (a) 1,463,885 (79,202) 68,182 (14,528) (67,465) 1,370,872

Current tax receivables 24,904 1,224 1,677 (727) (118) 26,960

Other current assets (b) 227,112 (3,628) 6,755 (2,698) (1,180) 226,361

Other non-current assets (c) 8,552 (481) (3,600) 4,471

Liabilities

Trade payables (d) (901,535) (8,839) (26,226) 11,307 145,285 (780,008)

Income tax payable (28,340) (5,263) (2,921) 2,346 3,753 (30,425)

Other long-term employee benefits (e) (15,812) (2,956) (26) 1,828 (16,966)

Other current liabilities (f) (1,181,186

) (2,806) (41,311) 7,944 6,236 (1,211,123)

Other non-current liabilities (8,110) 1,367 0 317 359 (6,066)

Working capital requirement (385,593) (103,841) 10,099 3,677 84,287 (391,371)

(a) Receivables include accrued income.

(b) The other current assets mainly include tax receivables and accrued expenses recognized on contracts

accounted according to the percentage of completion method.

(c) Other non-current assets mainly correspond to exercisable vendor warranties. They represent the amount

identified in business combinations that can be contractually claimed from vendors. The “other non-current

assets” as per working capital requirements do not include the uncalled subscribed capital included in the

consolidated balance sheet.

(d) Trade and other payables include accrued invoices.

(e) Other long-term employee benefits correspond to length-of-service awards.

(f) The detail of the other current liabilities is presented below:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Deferred revenue and advance payments (349,151) (364,043)

Social and tax liabilities (571,753) (561,924)

Others (260,281) (285,156)

Other current liabilities* (1,181,186) (1,211,123)

* The “other current liabilities” as per working capital requirements do not include the dividends to be paid included in the consolidated

balance sheet.

229

19.1. CHANGE IN WORKING CAPITAL: RECONCILIATION BETWEEN BALANCE SHEET AND

CASH FLOW STATEMENT

The reconciliation between the working capital accounts presented in the balance sheet and the change in working

capital presented in the cash flow statement is detailed hereafter:

Other movements of the period

In thousands of euros Dec 31,

2015

Change in

W.C.

related to

activity

Change in

scope

Currency

transla-

tion &

fair

values

Change in

method

Dec 31,

2016

Working Capital (385,593) (103,841) 10,099 3,677 84,287 (391,371)

(-) Accounts payables on purchased

assets 8,991 (717) 1,461 (751) (591) 8,394

(-) Tax receivables (24,919) (1,234) (1,677) 727 118 (26,985)

(-) Tax payables 28,340 5,302 2,921 (2,346) (3,644) 30,573

Working capital excl. acc. payables on

purchased assets, excl. tax receivables

and payables

(373,182) (100,489) 12,804 1,307 80,170 (379,388)

(-) Assets held for sale 4,127

(-)other non-cash operations which

impact the working capital as per balance

sheet (*)

(2,644)

Changes in Working Capital as

presented in C.F.S (99,006)

(*) The “other non-cash operations which impact the working capital as per balance sheet” relate to the

neutralization of the non-cash impacts following the change in consolidation method of Sonaid, after the loss of

control.

19.2. 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, 2013 for all French companies submitted to tax

payment. The CICE tax credit amounts to 6% of gross payroll for compensation equal to or below 2.5 times the

minimum legal wage of € 1,466 per month since January 1st, 2016.

The CICE receivable from the State recognized as a current asset is based on payments and on liabilities

recognized related to eligible remunerations in 2016. The CICE is directly charged to the Corporate Tax of the year

and of the three following years. At the end of the period, the unused balance will be paid back by the State. 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. Thus, on December 8, 2016 the board of directors of SPIE SA authorized the

discounted non-recourse sale of the CICE receivable to Natixis, according to the applicable French Dailly Law (loi

Dailly).

On December 23, 2016, the Group has made a partial divesture of its CICE receivable of € 26,566 thousand for the

2016 CICE and of € 542 thousand remaining from the 2015 CICE not divested in 2015.

230

19.3. TRADE AND OTHER RECEIVABLES

Current trade and other receivables break down as follows:

Dec 31, 2016

In thousands of euros Dec 31,

2015 Gross Impairment Net

Trade receivables (a) 1,019,083 927,354 (33,156) 894,198

Notes receivables 5,699 4,690 4,690

Accrued income (b) 439,103 471,984 471,984

Trade and other receivables 1,463,885 1,404,028 (33,156) 1,370,872

(a) As at December 31, the ageing analysis of net trade receivables is as follows:

Past due per maturity

In thousands of euros Dec 31 Not past due < 6 months 6 to 12 months > 12 months

2016 894,198 723,130 142,046 22,628 6,394

2015 1,019,083 770,869 191,951 41,370 14,893

(b) Accrued income stems mainly from contracts being recorded using the percentage of completion method.

Trade receivables past due but not impaired mainly correspond to public sector receivables.

19.4. ACCOUNTS PAYABLE

Current trade and other payables break down as follows:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Accounts payables 573,727 467,033

Notes payables 30,718 40,847

Accrued invoices 297,091 272,128

Accounts payable 901,535 780,008

NOTE 20. FINANCIAL ASSETS AND LIABILITIES

20.1. NON-CONSOLIDATED SHARES

As at December 31, 2016 non-consolidated shares stand as follows:

In thousands of euros 31 déc. 2015 31 déc. 2016

Equity securities 4,374 19,712

Depreciation of securities (1,073) (1,074)

Net value of securities 3,300 18,638

As at December 31, 2016, securities include the shares of following companies: Environmental Engineering

Limited acquired on November 30, 2016 in the United Kingdom for an amount of € 7,943 thousand, Tevean

acquired on December 6, 2016 in the Netherlands for an amount of € 7,500 thousand, and Aaftink acquired on

December 8, for an amount of € 2,200 thousand. These companies will be consolidated in 2017 (see Note 6.1).

Furthermore, the amounts of December 2016 include the shares of Serec, held by SPIE Enertrans, which were full

depreciated for an amount of € 676 thousand. During 2016, there were no significant change on the Group’s other

equity securities.

231

20.2. NET CASH AND CASH EQUIVALENTS

As at December 31, 2016 net cash and cash equivalents break down as follows:

In thousands of euros Notes Dec 31, 2015 Dec 31, 2016

Marketable securities – Cash equivalents 245,777 5,500

Fixed investments (current) - -

Cash management financial assets 245,777 5,500

Cash and cash equivalents 358,013 560,157

Total cash and cash equivalents 603,789 565,657

(-) Bank overdrafts and accrued interests (53,197) (40,129)

Net cash and short term deposits of the Balance Sheet 550,592 525,528

Cash and cash equivalents from discontinued operations (a) 1,418 (6,972)

Accrued interests not yet disbursed (210) (23)

Cash and cash equivalents from the CFS at the end of the period 551,800 518,533

(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 SPIE Maroc for an amount of € (8,344)

thousand, from Foraid Algérie for an amount of € 899 thousand, from SPIE IFS SA for an amount of € 529

thousand, from Sono Technic for an amount of € (65) thousand and Advago for an amount of € 9 thousand,

hence a total amount of € (6,972) thousand.

20.3. BREAKDOWN OF DEBT

Interest-bearing loans and borrowings break down as follows:

In thousands of euros Notes Dec 31, 2015 Dec 31, 2016

Loans and borrowings from banking institutions

Facility A (a) 1,125,000 1,125,000

Revolving (maturity May 11, 2020) (a) 50,000 -

Others 386 2,524

Capitalization of loans and borrowing costs (b) (14,525) (11,353)

Securitization (c) 286,917 287,783

Total bank overdrafts (cash liabilities)

Bank overdrafts (cash liabilities) 53,083 39,986

Interests on bank overdrafts (cash liabilities) 114 143

Other loans, borrowings and financial liabilities

Finance leases 12,136 14,006

Accrued interest on loans 3 77

Other loans, borrowings and financial liabilities 4,114 940

Derivatives 309 134

Interest-bearing loans and borrowings 1,517,537 1,459,240

Of which

. Current 395,734 332,293

. Non-current 1,121,803 1,126,947

The Group loans are detailed hereafter:

(a) Following the IPO, SPIE SA and Financière SPIE established, on June 11, 2015 a Senior Term Loan

(“Facility A”) with a five-year maturity, for a nominal amount of 1,125 million of euros maturing on June

11th 2020.

232

This senior credit line has the following characteristics:

In thousands of euros Repayment Fixed / floating rate Dec 31,

2016

Facility A At maturity Floating - 1 month Euribor +2.375% 1,125,000

Loans and borrowings from banking Institutions 1,125,000

A “Revolving Credit Facility (RCF)” line, with a five-year maturity, aiming to finance the current activities of the

Group along with external growth, has been established on June 11, 2015 for an amount of 400 million of euros

which have not been drawn as at December 31, 2016.

Interests are payable on these two loans under the new Senior Credit Facilities Agreement, established on May 15,

2015, at a floating rate indexed to Euribor for advances in euros, 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, Swedish Krona or Swiss Francs, plus the applicable

margin. Applicable margins are as follows:

- For the Senior Term Loan Facility (“Facility A”): between 2.625% and 1.625% per year, according to the

level of the Group’s leverage ratio (Net Debt / EBITDA) during the last closed semester;

- For the Revolving Facility: between 2.525% and 1.525% per year, according to the level of the Group’s

leverage ratio (Net Debt / EBITDA) during the last closed semester.

As at December 31, 2016, a quarterly financial commitment fee for 0. 79625% is applied to the unwithdrawn

portion of the Revolving Facility line.

(b) Financial liabilities are presented for their contractual amount. Transaction costs that are directly

attributable to the issuance of financial debt instruments have been deducted, for their total amount, from

the nominal amount of the respective debt instruments. The balance as at December 31, 2016 is 11.4 million

of euros and relates to the two credit lines (See point (a)).

(c) The securitization program established in 2007 for an amount of 300 million of euros, with a

maturity at August 30, 2017, has been renewed under the conditions below:

- The duration of the Securitization program is a period of five years minus one month from June 11,

2015 (except in the event of early termination or termination by agreement);

- maximum funding of € 450 million;

The Securitization program represented funding of € 287.8 million as at December 31, 2016.

20.4. NET DEBT

The financial reconciliation between consolidated financial indebtedness and net debt as reported is as follows:

In millions of euros Dec 31, 2015 Dec 31, 2016

Loans and borrowings as per balance sheet 1,517.5 1,459.2

Capitalized borrowing costs 14.5 11.4

Others (1.0) (0.7)

Gross financial debt (a) 1,531.0 1,469.9

Cash management financial assets as per balance sheet 245.8 5.5

Cash and cash equivalents as per balance sheet 358.0 560.2

Accrued interests (0.3) 0.1

Cash held in discontinued activities 1.4 (7.0)

Gross cash (b) 604.9 558.8

Consolidated net debt (a) - (b) 926.1 911.1

Net cash in non-consolidated entities (1.6) (1.7)

Net debt 924.5 909.4

233

20.5. RECONCILIATION WITH THE CASH FLOW STATEMENT POSITIONS

The reconciliation between the financial debt of the Group (see Note 20.3) and the cash flows presented in the

cash flow statement (see Chart 4) is detailed hereafter:

Cash flows

(corresponding to the CFS)

Non-cash flows

In thousands of

euros Dec 31,

2015

Loan

issue

Loan

repay-

ments

Changes Changes

in scope

Others

(*)

Currency

and fair

values

changes

Changes in

methods

Dec 31,

2016

Bank loans 1,447,778 918 (51,690) 3,796 3,172 (19) 1,403,954

Other debts and

liabilities 4,113 13 (3,625) 474 (35) 940

Finance Leases 12,136 (8,559) 1,433 9,088 (92) 14,006

Financial

instruments 309 4 (179) 134

Financial

indebtedness as

per C.F.S

1,464,337 931 (63,874) 5,701 12,264 (325) 1,419,034

(-) Financial

interests 3 74 77

(+) Bank overdrafts 53,197 (12,470) 2,147 5 (2,750) 40,129

Consolidated

financial

indebtedness

1,517,537 1,005 (63,874) (12,470) 7,848 12,264 (320) (2,750) 1,459,240

(*) the « Others » non-cash movements relate to the restatement of borrowing costs on one hand, and on the other hand to the new finance lease contracts.

234

20.6. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES

The scheduled payments for financial liabilities based on the capital redemption table are as follows:

In thousands of euros Less than 1 year From 2 to 5

years Over 5 years Dec 31, 2016

Loans and borrowings from banking institutions

Facility A 1,125,000 1,125,000

Revolving -

Others 1,824 700 2,524

Capitalization of loans and borrowing costs (3,230) (8,123) (11,353)

Securitization 287,783 287,783

Total Bank overdrafts (cash liabilities)

Bank overdrafts (cash liabilities) 39,986 39,986

Interests on bank overdrafts (cash liabilities) 143 143

Other loans, borrowings and financial liabilities

Finance leases 4,911 9,031 64 14,006

Accrued interest on loans 77 77

Other loans, borrowings and financial liabilities 665 241 34 940

Derivatives 134 134

Interest-bearing loans and borrowings 332,293 1,126,849 98 1,459,240

Of which:

. Fixed rate 38,967 7,912 98 46,977

. Variable rate 293,326 1,118,937 - 1,412,263

Future debt interest is broken down as follows:

In thousands of euros Dec 31,

2015

Dec 31,

2016

Less than 1

year

From 2 to 5

years

Over

5 years

Expected interest on bank borrowings 120,641 105,503 29,160 76,343

Expected interest on finance lease borrowings 907 705 374 331

Total 121,548 106,208 29,534 76,674 -

The discounted value of future finance lease rental payments is as follows for each maturity date:

In thousands of euros Dec 31, 2015 Dec 31, 2016

2016 8,867

2016 3,459 5,985

2017 2,250 4,293

2018 1,767 3,944

2019 36 1,048

2020 0 51

Subsequent years 0

Total 16,378 15,322

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:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Minimum payments due on finance leases 16,378 15,322

Finance lease liabilities 12,136 14,006

Difference: Future Finance Lease Expenses 4,242 1,316

235

20.7. OTHER FINANCIAL ASSETS

In thousands of euros Dec 31, 2015 Dec 31, 2016

Non-consolidated shares and associated receivables (a) 3,334 18,672

Long-term borrowings 28,179 30,004

Derivatives 25 168

Long-term receivables from service concession arrangement ("PPP") 17,693 13,097

Long-term deposits and guarantees 4,222 4,099

Other 12 10

Other financial assets 53,466 66,050

Of which:

. Current 8,540 7,629

. Non-current 44,925 58,421 (a) See Note 20.1 for further details.

20.8. FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY

METHOD

The companies of the Group accounted for under the equity method, following the IFRS 11 standard requirements,

are the following:

- Gietwalsonderhoudcombinatie (GWOC) B.V. held at 50% by SPIE Nederland

- Cinergy SAS held at 50% by SPIE Ile de France Nord-Ouest

- « Host GmbH (Hospital Service + Technik) » held at 25.1% by SPIE Holding GmbH

- AM Allied Maintenance GmbH held at 25% by SPIE Hartmann GmbH, which was acquired altogether with

the Hartmann group by SPIE GmbH in January 2016.

- Moreover, during the first half of 2016, the Group lost the decision-making control of the Sonaid company

held at 55%. Consequently, the integration method went from full consolidation to equity method.

The carrying amount of the Group’s equity securities is as follows:

In thousands of euros Dec 31,

2015

Dec 31,

2016*

Value of shares at the beginning of the period 2,858 2,837

Business combinations - -

Net income attributable to the Group 379 426

Dividends paid (400) (350)

Value of shares at the end of the period 2,837 2,913 * Based on available 2015 information for Host GmbH and Allied Maintenance

Financial information relating to Group companies consolidated under the equity method is as follows:

In thousands of euros Dec 31,

2015

Dec 31,

2016*

Non-current assets 24,406 20,151

Current assets 184,900 122,220

Non-current liabilities (29,095) (35,728)

Current liabilities (182,053) (113,431)

Net asset (1,842) (6,788)

Income statement

Revenue 305,009 91,876

Net income (14,169) (2,591) * Based on available 2015 information for Host GmbH and Allied Maintenance

236

20.9. CARRYING AND FAIR VALUE OF FINANCIAL INSTRUMENTS BY ACCOUNTING CATEGORY

Reconciliation between accounting categories and IAS 39 categories

Assets FV P/L FV E AFS

Receivables

and loans

Amortized

costs

Dec 31,

2016

Non-consolidated shares and long-term borrowings

Other non-current financial assets

18,648 39,773 58,421

Other current financial assets (excl. derivatives) 4,633 4,633

Derivatives 7,461 7,461

Trade receivables

168 168

Other current assets 1,370,872 1,370,872

Cash and short-term deposits 226,361 226,361

Total - Financial assets 5,500

560,157 565,657

Liabilities 5,500 168 18,648 2,209,312 2,233,574

Borrowings and loans (excl. derivatives)

Derivatives 1,126,813 1,126,813

Other long-term liabilities 134 134

Current interest-bearing loans and borrowings 6,066 6,066

Trade payables 332,293 332,293

Other current liabilities 780,008 780,008

Total - Financial liabilities 1,211,062 1,211,062

Assets 134 3,456,243 3,456,377 FV P/L: fair value through Profit and Loss, FV E: fair value through Equity, AFS: available-for-sale assets.

Carrying value and fair value of financial instruments

Book value Fair value

In thousands of euros Dec 31, 2015 Dec 31, 2016 Dec 31, 2015 Dec 31, 2016

Assets

Non-consolidated shares and long-term borrowings 44,925 58,421 50,681 65,130

Other non-current financial assets 8,713 4,633 8,713 4,633

Other current financial assets (excl. derivatives) 8,513 7,461 8,513 7,461

Derivatives 25 168 25 168

Trade receivables 1,463,885 1,370,872 1,463,885 1,370,872

Other current assets 227,112 226,361 227,205 226,425

Cash and short-term deposits 603,790 565,657 603,790 565,657

Total - Financial assets 2,356,964 2,233,574 2,362,813 2,240,347

Liabilities

Borrowings and loans (excl. derivatives) 1,121,495 1,126,813 1,121,495 1,126,813

Derivatives 309 134 309 134

Other long-term liabilities 8,110 6,066 8,110 6,066

Current interest-bearing loans and borrowings 395,734 332,293 395,734 332,293

Trade payables 901,535 780,008 901,535 780,008

Other current liabilities 1,181,416 1,211,062 1,181,416 1,211,062

Total - Financial liabilities 3,608,599 3,456,377 3,608,599 3,456,377

237

Classification by asset or liability level at fair value:

In thousands of euros Dec 31, 2016

Fair value Level 1 Level 2 Level 3

Assets

Cash and short-term deposits 5,500 5,500

Derivatives 168 168

Total - Financial assets 5,668 5,500 168 0

Liabilities

Derivatives 134 134

Total - Financial liabilities 134 134 0

- Level 1 corresponding to listed prices.

- Level 2 corresponding to internal model based on external observable factors.

- Level 3 corresponding to internal model not based external on observable factors.

NOTE 21. FINANCIAL RISK MANAGEMENT

21.1. DERIVATIVE FINANCIAL INSTRUMENTS

The Group is mainly exposed to interest rate, foreign exchange and credit risks within the framework of its export

activities. In the context of its risk management policy, the Group uses derivative financial instruments to hedge

risks related to fluctuations in interest rates and foreign exchange rates.

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 149 2,270 711 2,981

Forward sales - USD 8 8,534 8,534

Forward purchases - CHF 1 30 30

Forward sales - CHF 10 211 2,475 2,686

168

Liability derivatives qualified for designation as cash flow hedges (b)

Forward purchase - USD (3) 373 373

Forward sales - USD (111) 4,000 4,000

Forward sales - CHF (16) 1,918 1,918

(130)

Total net derivative qualified for

designation as cash flow hedges

(a) + (b)

39

Liability derivatives not qualified for designation as cash flow hedges

Forward purchases - GBP (4) 112 112

(4)

Total fair value of qualified and

not qualified derivatives 34

Main derivatives deal with forward purchases and sales to cover operations in US Dollars and Swiss francs.

These derivative hedging instruments are accounted for at their fair value. Their valuation stands at level 2

according to IFRS 13, as they are not listed on a regulated market, but based on a generic model and on observable

market data for similar transactions.

238

21.2. INTEREST RATE RISK

Financial assets or liabilities with a fixed rate are not subject to transactions intended to convert them into floating

rates. Interest rate risks on underlying items with floating rates are considered on a case-by-case basis. When the

decision is made to hedge these risks, they are hedged by SPIE Operations by means of an Internal Interest Rate

Shortfall Guarantee according to market conditions.

According to IFRS 13 relating to the credit risk to be taken into account when valuing the financial assets and

liabilities, 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.

As at December 31, 2016, given the evolution of variable rates (negative Euribor), no interest rate swap has been

established for the hedging of the existing loans. The Group examines the possibility to establish new swaps

during the first quarter of 2017.

21.3. FOREIGN EXCHANGE RISK

Foreign exchange risks associated with French subsidiaries’ transactions are managed centrally by the intermediate

holding, SPIE Operations:

- Through an Internal Exchange Shortfall Guarantee Agreement for currency flows corresponding to 100% of

SPIE Group’s operations

- By intermediation for currency flows corresponding to equity operations.

In both cases SPIE Operations hedges itself through forward contracts. Foreign exchange risks on calls for tender

are also hedged wherever possible by means of COFACE policies.

The Group’s exposition to the exchange risk relating to the US dollar, to the Swiss Franc and to the Sterling pound

is presented hereafter:

In thousands of euros December 31, 2016

Currencies USD

(American Dollar)

CHF

(Swiss Franc)

GBP

(Sterling Pound)

Closing rate 1.0644 1.0747 0.8396

Risks 8,628 ,9,685 132,966

Hedges (8,605) (4,255) 149

Net positions excluding options 23 5,430 133,115

Sensitivity to the currency rate -10% vs Euro

P&L Impact 957 1,076 14,728

Equity Impact 958 473 n/a

Sensitivity to the currency rate +10% vs Euro

P&L Impact (783) (880) (12,050)

Equity Impact (784) (387) n/a

Impact on the Group reserves of the cash flow hedge 310 16 n/a

The estimated amount of credit risk on currency hedging as at December 31, 2016 is not significant (the risk of

fluctuation during 2016 is also not significant).

21.4. COUNTERPARTY RISK

The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to:

- Cash investments;

- Trade receivables;

- Loans granted;

239

- Derivative instruments.

The Group makes most of its cash investments in money market funds invested in European government securities

with banks and financial institutions.

Existing derivatives in the Group (forward purchases and forward sales in USD and GBP) are distributed as

follows at December 12, 2016:

- BNP : 38 %

- Crédit du Nord : 17 %

- Natixis : 30 %

- CA CIB : 15 %

21.5. LIQUIDITY RISK

As at December 31, 2016, the unused amount of the revolving credit facility (RCF) line stands at € 400 million.

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.

- SPIE Operations is involved in this securitization program as a centralizing entity on behalf of the Group in

relation to the depository bank.

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.

The use of this program is accompanied by early repayment clauses for certain bank loans.

As at December 31, 2016 transferred receivables represented a total amount of € 529.4 million with financing

obtained amounting to € 287.8 million.

21.6. CREDIT RISK

The main credit policies and procedures are defined at Group level. 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.

Credit risk management remains decentralized at Group level. Within each entity, credit risk is coordinated by the

Credit Management function which is underpinned by the "Group Credit Management" policy and a shared Best

Practices Manual. Payment terms are defined by the general terms of business applied within the Group.

Consequently, the Credit Management Department manages and monitors credit activity, risks and results and is in

charge of collecting trade receivables regardless of whether or not they have been transferred.

Monthly management charts are used to monitor, among other things, customer financing at operational level.

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.

The policy to improve working capital requirements implemented by General Management plays an important role

in improving cash flow, serving more particularly to reduce overdue payments. Other actions have focused

primarily on improving the invoicing process, introducing the securitization program and improving the

information systems used to manage the trade item.

240

Notes regarding cash flow statement

NOTE 22. NOTES TO THE CASH FLOW STATEMENT

22.1. 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 Dec 31, 2015 Dec 31, 2016

Marketable securities and other investments 245,777 5,500

Cash 359,107 555,262

Bank overdraft (53,083) (42,229)

Cash and cash equivalents at year-end including assets held

for sale (a) 551,800 518,534

(-) Cash and cash equivalents of assets held for sale (c) (1,418) 6,972

(-) Accrued interests not yet due 211 23

(+) Trading securities (short-term) - -

Cash and cash equivalents at year-end excluding assets held

for sale (b) 550,593 525,528

(c) See Note 20.2.

22.2. IMPACT OF CHANGES IN THE SCOPE OF CONSOLIDATION

The impact of changes in the scope of consolidation can be summarized as follows:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Consideration paid (36,212) (118,087)

Cash and cash equivalents provided 3,475 23,216

Cash and cash equivalents transferred (984) (1,089)

Impact of merger operations (572) -

Impact of change in consolidation methods - (74,843)

Transfer price of consolidated investments 905 -

Effect of change in scope of consolidation on cash & cash equivalents (33,388) (170,803)

22.3. 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 Dec 31, 2015 Dec 31, 2016

Net cash flow from operating activities (2,070) (13,522)

Net cash flow used in investing activities 75 (1,303)

Net cash flow from financing activities 106 (79)

Effect of change in exchange rates (111) (148)

Effect of change in accounting principles - 6,662

Change in cash and cash equivalents (2,000) (8,390)

Reconciliation

. Cash and cash equivalents at beginning of the period 3,418 1,418

. Cash and cash equivalents at end of the period 1,418 ,(6,972)

241

Other notes

NOTE 23. RELATED PARTY TRANSACTIONS

23.1. 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);

- The transactions between a fully consolidated company and its influential minority shareholders;

- The outstanding transactions non eliminated in the consolidated accounts with companies accounted for

under equity method;

- The transactions with key management personnel and with companies held by these key persons and

companies on which they exercise any control.

23.2. REMUNERATIONS AND BENEFITS TO MEMBERS OF THE GOVERNING BODIES

In thousands of euros Dec 31, 2015 Dec 31, 2016

Salaries, social charges and short-term benefits 1,448 1,744

Long-term benefits (awards) 1 -

Post-employment benefits - -

Executive compensation 1,449 1,744

23.3. ATTENDANCE FEES

In 2016, the Board of Directors was composed of four independent Administrators, according to the “Afep-Medef”

Code. One of them has been nominated as a Senior Independent Director on December, 8th, 2016. These

independent Administrators are each member of at least one of the Committees set up by the Board of Directors,

i.e.: audit committee, remuneration committee, nomination committee, strategic and acquisition committee.

In accordance with their mandates and their functions within the Group, the independent Administrators receive

attendance fees.

In thousands of euros Dec 31, 2015 Dec 31, 2016

Attendance fees 104 271

Other remunerations and fringe benefits

Directors remunerations 104 271

The amount of attendance fees correspond to a gross amount before tax deduction withheld at source by the

company.

242

23.4. INVESTMENTS IN ASSOCIATES

The Group has investments in proportionally recognized joint ventures. The table below sets out the Group's

proportionate interest in the assets, liabilities and net income of these entities:

In thousands of euros Dec 31, 2015 Dec 31, 2016

Non-current assets - -

Current assets 89,918 97,623

Non-current liabilities (268) (2)

Current liabilities (87,087) (92,029)

Net assets 2,563 5,592

Income statement

Income 73,364 74,798

Expenses (70,461) (69,206)

23.5. TAX GROUP AGREEMENTS

SPIE SA (formerly Clayax Acquisition) set up a tax consolidation group on July 1, 2011, including, in addition to

itself, the French companies (directly or indirectly) held at 95% or more.

According to the terms of the agreements signed between SPIE SA and each of the companies included in the tax

consolidation group, SPIE SA can use the carry-forward deficits of the various individual companies. If one of the

subsidiaries leaves the tax consolidation group, the parties to the agreement concerned reserve their negotiation

rights to decide whether the former subsidiary should be indemnified.

The Group also has a tax group in Germany, consisting of SPIE Holding GmbH and its German subsidiaries, in the

UK consisting of SPIE UK Ltd and its UK subsidiaries, and in the Netherlands consisting of SPIE Nederland B.V.

and its Dutch subsidiaries.

There has been no significant transaction between related parties between January 1, and December 31, 2016, or

significant modifications between related parties described in the notes to the consolidated financial statements

ended December 31, 2016.

NOTE 24. CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS

24.1. OPERATING LEASE COMMITMENTS

Commitments relating to operating lease stand at € 367.1 million and breakdown per categories of equipment as

follows:

In thousands of euros Dec 31, 2015 Dec 31, 2016 < 1 year 2 to 5 years > 5 years

Buildings 277,982 216,216 56,834 116,412 42,970

Cars & trucks 89,130 150,890 49,518 90,144 11,228

Total operating leases 367,112 367,106 106,352 206,556 54,198

24.2. OPERATIONAL GUARANTEES

In the course of its operations, the Group SPIE is required to provide a certain number of commitments in terms of

guarantees for the completion of work, the redemption of advances or the repayment of retention money or parent

company guarantees.

In thousands of euros Dec 31, 2015 Dec 31, 2016

Commitments given

Bank guarantees 409,866 361,602

Insurance guarantees 212,212 196,220

Parent company guarantees 365,071 606,646

Total commitments given 987,149 1,164,468

Commitments received

Surety, guarantees and warranties received 13,272 22,317

Total commitments received 13,272 22,317

243

The increase of the parent company guarantees is mainly related to two guarantees totalling € 205 million. These

guarantees were issued by SPIE Limited as part of 2 PFI contracts (private finance initiative projects) for

maintenance services in Scottish high schools. These contracts being concluded for a duration of 30 years, SPIE

Operations will be released from its commitments in August 2040 and December 2040. The remaining increase of

the parent company guarantees is spread over all subsidiaries of the Group, all activities included.

24.3. OTHER COMMITMENTS GIVEN AND RECEIVED

Individual Employee Training Rights for the Group's French Companies

Act no. 2004-391 of May 4, 2004 relating to life-long professional training and social dialogue amending Articles

L933-1 to L933-6 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, which can

be accumulated over a period of six years (capped at 120 hours).

As of January 1, 2015, 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, 120 to

150 hours of training over 9 years (20 hours per year the first 6 years and 10 hours per year for the following three

years).

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.

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.

Consequently, no measurement can be performed regarding this commitment due to the difficulty in obtaining a

reliable estimate.

Pledging of shares

As part of the IPO and the implementation of the new refinancing plan, all investment securities pledged by direct

and indirect subsidiaries of SPIE SA were subject to release as at June 11, 2015. As at December 31, 2016, no

shares were pledged.

NOTE 25. STATUTORY AUDITORS’ FEES

Auditors’ fees are presented as follows in the income statement of December 31, 2016:

In thousands of euros EY PwC

Statutory audit 1,987 1,335

Audit-related services 522 157

TOTAL 2,509 1,492

NOTE 26. SUBSEQUENT EVENTS

26.1 SPIE’s STRATEGIC DEVELOPMENT IN GERMANY

On 23 December 2016, SPIE entered into a sale and purchase agreement in relation to the acquisition of the SAG

Group (“SAG”). The completion of the acquisition is contemplated by end March 2017, subject to usual condition

precedents and antitrust approval by the European Commission.

Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.

The SAG group is a major player in services and systems supply for electrical power, gas, water and

telecommunications networks. Its activities are primarily focused on servicing power transmission and distribution

grids. SAG offers a comprehensive range of services to new facilities (such as consultancy and design, engineering

and procurement, installation) and asset support services (such as maintenance services, upgrades and

modifications, replacement).

244

SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in

Germany.

It is the market leader in Germany, where it generates close to 75% of its revenue, and has an established footprint

in Slovakia, the Czech Republic, Poland, Hungary and France.

For the financial year ended December 31, 2016 SAG has generated consolidated revenue of € 1,325 million.

Purpose of the acquisition

The combination of SPIE and SAG will create a German leader in multi-technical services, sharing the key

success factors of the SPIE model: a wide range of complementary technical capabilities, a highly diversified

client base and a densified geographical footprint. It will also provide a gateway for further expansion into Central

Europe.

With strong exposure to long-term growth drivers, potential for further targeted bolt-on acquisitions, and

significant cost synergies planned, this new platform will be well poised to deliver long-term revenue growth and

margin expansion.

Synergies

SPIE expects the acquisition to create significant cost synergies in procurements, since the acquisition will lead to

the purchase of higher volumes and therefore to larger rebates, and the centralization of buying functions. SPIE

also expects cost synergies as a result of the optimization and integration of corporate functions, as well as the

integration of real estate and non-payroll general & administrative expenses. Finally, the acquisition will increase

the Group network density and enable the Group to make efficiency gains.

In this context, SPIE expects to deliver pre-tax synergies of approximately €20 million in procurement,

administrative and other operating expenses over two years.

Integration of SAG into the Group

The Group expects to implement its integration policy to the SAG acquisition in order to ensure a smooth and

rapid integration within the Group. Well-matched, deeply ingrained corporate cultures, strong similarities in

business model, and full commitment from SAG management will ensure a smooth integration process.

Details of the transaction

The transaction is valued at approximately €850 million, including the cash consideration of €460 million and a

post-tax net pension liability of €390 million (including a €455 million IFRS net provision and € (65) million of

deferred tax assets). The implied transaction multiples are 11.0x 2016E EBITA pre synergies, and 8.8x post run-

rate synergies.

Financing of the acquisition

SPIE intends to finance the acquisition by way of a 600,000,000 euros bonds issue.

SPIE has also received from a syndicate of banks firm commitments to provide a bridge loan facility for a total

principal amount of 600,000,000 euros, which purpose is to finance directly or indirectly, the acquisition,

including fees, costs and expenses associated with the transaction and refinance the existing financial indebtedness

of SAG.

The Bridge Loan Facility would have a 12-month maturity from the withdrawal date, with an extension option at

the sole discretion of the Company, and bear an interest rate of EURIBOR (with a 0% floor) plus the relevant

margin.

SPIE intends to enter into the Bridge Loan Facility if it does not complete the bonds issuance.

245

26.2 EXTERNAL GROWTH

The SPIE Group made the following acquisitions:

- On January 2nd, 2017, the Ad Bouman B.V. company located in the Netherlands was acquired by SPIE

Nederland for an amount of € 3.5 million, subject to usual antitrust approval by the European Commission.

The completion of the acquisition is contemplated by end of first quarter 2017 or beginning of second

quarter 2017. Ad Bouman B.V., established in 1980, focuses on non-food retail spaces, where it provides a

broad range of installation services, including electro-technical work, heating systems, air conditioning,

climate control and security. The company provides turnkey installation to a high quality and diverse

customer base of national and international retailers. Ad Bouman B.V. employs 22 people and generates

annual revenue of approximately 5 million euros.

- On January 25th, 2017, the Maintenance Mesure Contrôle (« MMC ») company located in France was

acquired by SPIE Nucléaire for an amount of € 3.6 million. Founded in 1989 and based in Lorraine, MMC

specializes in acoustic control, air leakage tests and infrared thermography on the French electronuclear

sites. MMC employs 15 people and recorded revenues of 3 million euros in the year ended March 31st,

2016.

26.3 “AMBITION 2020” PROJECT

As part of its “Ambition 2020” project, SPIE announced the creation, since January 1, 2017, of two new French

subsidiaries to cover the national territory, each in its own specialty.

SPIE Citynetworks is dedicated to the telecoms and outdoor networks market, and SPIE Facilities which is

dedicated to the building maintenance market. These two companies combine corresponding activities of the five

French regional multi-technical subsidiaries that previously operated.

SPIE Citynetworks is dedicated to the market of external networks and telecoms.

It has 2,600 employees spread over more than 130 locations. Addressing public and private customers, the entity

focuses on issues related to electric mobility, urban video surveillance or intelligent public lighting. It proposes

supports to national or regional contracts for the digital development of the territories, from the phases of studies /

design up to the maintenance, until completion. SPIE Citynetworks is involved in the deployment of 4G and 5G

telephony networks, the deployment of fiber and the installation of charging infrastructures for electric vehicles.

SPIE Facilities, for its part, is dedicated to the market of the maintenance of the buildings and the "facility

management". It has the same number of employees but only 65 locations in France. It offers to its customers in

the residential / tertiary and industrial sectors (real estate assets) solutions that meet the latest technological, energy

and environmental challenges. With a growth market, its mission will be to propose and manage services to

enhance the performance of buildings and the comfort of their occupants. The entity intends to position itself on

predictive services.

As of January 1, 2017, the SPIE Group in France is based on a two main structures, with five regional subsidiaries

(SPIE Île-de-France Nord-Ouest, SPIE Est, SPIE Sud-Est, SPIE Sud-Ouest, SPIE Ouest-Centre) but also three

national subsidiaries of specialty (SPIE ICS, SPIE Facilities and SPIE Citynetworks). This sub-group has 16,200

employees.

246

NOTE 27. SCOPE OF CONSOLIDATION

Company Address

Consolidation

currency Consolidation

method 2015*

% of interest

2015/12/31

Consolidation

method 2016*

% of interest

2016/12/31

SUB-GROUP SPIE SA (HQ)

SPIE SA 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR Mother 100.00 Mother 100.00

FINANCIERE SPIE 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE Operations 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SOREMEP 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 Merged -

PARC SAINT CHRISTOPHE

SNC

10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE INTERNATIONAL 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE CITYNETWORKS (ex ST4) 1/3 place de la Berline

93287 SAINT DENIS Cedex

EUR F.C. 100.00

S.G.T.E. INGENIERIE 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE BATIGNOLLES T.P. 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE FACILITIES (ex SPIE 911) 1/3 place de la Berline

93287 SAINT DENIS Cedex

EUR F.C. 100.00

SPIE TELECOM SERVICES

GEIE

10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE BATIGNOLLES TP HOCH

UND TIEFBAU GMBH

Unter den linden 21

10117 BERLIN - GERMANY

EUR F.C. 100.00 F.C. 100.00

SPIE INFRASTRUKTUR GMBH

(ex SB GMBH)

Rudolfstrasse 9

10245 BERLIN - GERMANY

EUR F.C. 100.00 F.C. 100.00

SPIE RAIL (DE) GMBH Unter den linden 21

10117 BERLIN - GERMANY

EUR F.C. 100.00 F.C. 100.00

SPIE SPEZIALTIEFBAU GMBH Unter den linden 21

10117 BERLIN - GERMANY

EUR F.C. 100.00 F.C. 100.00

SPIE ENERTRANS 10, Av de l'entreprise

95863 CERGY-PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE IDF NO

SPIE IDF NORD OUEST 1/3 place de la Berline

93287 SAINT DENIS Cedex

EUR F.C. 100.00 F.C. 100.00

TECHNIQUE DE GESTION

IMMOBILIERE

1/3 place de la Berline

93287 SAINT DENIS Cedex

EUR F.C. 100.00 Merged -

SPIE POSTES HTB Parc Scientifique de la Haute

Borne

10, avenue de l'Harmonie CS

20292

59 665 VILLENEUVE-

D’ASCQ CEDEX

EUR F.C. 100.00 F.C. 100.00

CINERGY SAS 27 Avenue du Gros Chêne

95614 ERAGNY SUR OISE

EUR Equity Method 50.00 Equity Method 50.00

SUB-GROUP SPIE EST

SPIE EST 2, route de Lingolsheim

BP 70330 - GEISPOLSHEIM

GARE

EUR F.C. 100.00 F.C. 100.00

ANQUETIL CLIMATICIENS 2, route de Lingolsheim

67118 GEISPOLSHEIM

GARE

EUR F.C. 100.00 F.C. 100.00

SOCIETE NOUVELLE HENRI

CONRAUX

2, route de Lingolsheim

67118 GEISPOLSHEIM

GARE

EUR F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE SUD EST

SPIE SUD EST 4, avenue Jean-Jaurès - B.P. 19

69320 FEYZIN

EUR F.C. 100.00 F.C. 100.00

C-TRAM SERVICES 497, Rue Nicéphore Niepce

69 800 SAINT-PRIEST

EUR F.C. 100.00 F.C. 100.00

SOMELEC ZA La Garrigue du Rameyron EUR F.C. 100.00 Merged -

247

Company Address

Consolidation

currency Consolidation

method 2015*

% of interest

2015/12/31

Consolidation

method 2016*

% of interest

2016/12/31

SUB-GROUP SPIE SA (HQ)

84830 SERIGNAN DU

COMTAT

ENTREPRISE TRENTO Route de Camaret

84 100 ORANGE

EUR F.C. 100.00 F.C. 100.00

LIONS Chemin du Badaffier - ZAC

Ste Anne Est

84 700 SORGUES

EUR F.C. 100.00 F.C. 100.00

THERMAT 2, rue de l'Euro

74 960 MEYTHET

EUR F.C. 100.00

VILLANOVA ZAC de Chazaleix - Rue

Emmanuel Chabrier

63 730 LES MARTRES DE

VEYRE

EUR F.C. 100.00

ACEM Avenue Albert Einstein

63200 RIOM

EUR F.C. 100.00 F.C. 100.00

ELECTROTECH Chemin des Léchères 3

1217 MEYRIN -

SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

HAMARD SA Chemin des Léchères 3

1217 MEYRIN -

SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

SPIE MTS SA (Ex Spie Suisse

SA)

Chemin des Léchères 3

1217 MEYRIN -

SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

FANAC & ROBAS SA 107, Rue de Lyon

1203 GENEVE -

SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

VISTA CONCEPT SA En reutet B

1868 COLLOMBEY MURAZ

- SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

VISCOM SYSTEM SA Avenue des Alpes 29

MONTREUX -

SWITZERLAND

CHF F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE OUEST CENTRE

SPIE OUEST CENTRE 7, Rue Julius et Ethel

Rosenberg

BP 90263

44818 SAINT HERBLAIN

CEDEX

EUR F.C. 100.00 F.C. 100.00

SIPECT 229, Rue du Docteur

Guichard - BP 91004

49010 ANGERS Cedex 1

EUR F.C. 100.00 F.C. 100.00

VAL DE LUM Parc d'activités de la Fringale

- Voie de l'institut

27100 VAL DE REUIL

EUR F.C. 85.00 F.C. 85.00

ENELAT OUEST ZAC de la Lorie, Immeuble

Berlioz, 31 rue Bonny Sands

44 800 SAINT HERBLAIN

EUR F.C. 100.00 F.C. 100.00

PROJELEC 25 ,Allée Evariste Gallois

18000 BOURGES

EUR F.C. 100.00 F.C. 100.00

JURET 229, Rue du Docteur

Guichard

49000 ANGERS

EUR F.C. 100.00 Merged -

ELCARE Avenue du Maine

72 190 SAINT PAVACE

EUR F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE SUD OUEST

SPIE SUD OUEST 70, Chemin de Payssat - B.P.

4056

ZI Montaudran 31400

TOULOUSE

EUR F.C. 100.00 F.C. 100.00

THERMI 115, rue Olof Palm - ZAC de

Tournezy

34 000 MONTPELLIER

EUR F.C. 100.00 F.C. 100.00

ENELAT 70 Chemin de Payssat - Zone

Industrielle de Montaudran

31 400 TOULOUSE

EUR F.C. 100.00 F.C. 100.00

SONO TECHNIC Impasse Maniou

31 140 LAUNAGUET

EUR F.C. 100.00 F.C. 100.00

BOISSON Zone Artisanale

34 130 MUDAISON

EUR F.C. 100.00 F.C. 100.00

STE NARBONNAISE

D'ELECTRIFICATION (SNE)

2 Rue de l'artisanat - Zone

Industrielle de Plaisance

11 100 NARBONNE

EUR F.C. 100.00 Merged -

MADAULE ET FILS 2 Rue de l'artisanat - Zone

Industrielle de Plaisance

EUR F.C. 100.00 Merged -

248

Company Address

Consolidation

currency Consolidation

method 2015*

% of interest

2015/12/31

Consolidation

method 2016*

% of interest

2016/12/31

SUB-GROUP SPIE SA (HQ)

11 100 NARBONNE

MADAULE AUTOMATION 2 Rue de l'artisanat - Zone

Industrielle de Plaisance

11 100 NARBONNE

EUR F.C. 100.00 Merged -

SPIE MAROC PK 374, 815 Route d'el

Jadida (par Lissasfa)

Km 1.5 C.R. Ouled Azzouz

Province de Nouaceur

CASABLANCA - Morocco

MAD F.C. 100.00 F.C. 100.00

COMAFIPAR S.A. PK 374, 815 Route d'el

Jadida (par Lissasfa)

Km 1.5 C.R. Ouled Azzouz

Province de Nouaceur

CASABLANCA - Morocco

MAD F.C. 100.00 F.C. 100.00

TECNO SPIE SA Parque Oriente

Rua D. Nuno Alvares

PEREIRA n°4, 3°

2695-445 BOBADELA -

Portugal

EUR F.C. 100.00 Disposed -

SUB-GROUP SPIE NUCLEAIRE

SPIE DEN 10, Av de l'entreprise - Pôle

Edison

95 863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE NUCLEAIRE 10, Av de l'entreprise - Pôle

Edison

95 863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

ATMN Le Marais - Route Insudtrielle

EST

76 430 SAINT VIGOR

D'YMONVILLE

EUR F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE ICS

SPIE ICS (formerly SPIE

Communications)

53, Boulevard de Stalingrad

92247 MALAKOFF

EUR F.C. 100.00 F.C. 100.00

SPIE Cloud SERVICES (formerly

VeePee)

53, Boulevard de Stalingrad

92247 MALAKOFF

EUR F.C. 100.00 F.C. 100.00

SPIE INFOSERVICES (formerly

SPIE Infogérance et Services)

53, Boulevard de Stalingrad

92247 MALAKOFF

EUR F.C. 100.00 F.C. 100.00

SOCIETE FINANCIERE DU

LANGUEDOC - SOFILAN

Rue Guy Arnaud - ZAC de

Valdegour

30900 NIMES

EUR F.C. 100.00

APPLICATION

DEVELOPPEMENT

INFORMATIQUE - ADI

Rue Guy Arnaud - ZAC de

Valdegour

30900 NIMES

EUR F.C. 100.00

REPRO DIFFUSION

INFORMATIQUE - RDI

Rue Guy Arnaud

30900 NIMES

EUR F.C. 100.00

249

Company Address

Consolidation

currency Consolidation

method 2015*

% of

interest

2015/12/31

Consolidation

method 2016*

% of

interest

2016/12/31

SUB-GROUP SPIE BELGIUM

SPIE BELGIUM Rue des deux gares 150

1070 BRUXELLES - Belgium

EUR F.C. 100.00 F.C. 100.00

DEVIS NV Herentalseweg 48

2440 GEEL - Belgium

EUR F.C. 100.00 F.C. 100.00

DEVINOXS NV Lammerdries3

2440 GEEL - Belgium

EUR F.C. 100.00 F.C. 100.00

DESERVIS NV Lammerdries3

2440 GEEL - Belgium

EUR F.C. 100.00 F.C. 100.00

ELEREP NV Lammerdries3

2440 GEEL - Belgium

EUR F.C. 100.00 F.C. 100.00

UNI-D NV Lammerdries3

2440 GEEL - Belgium

EUR F.C. 100.00 F.C. 100.00

THERMOFOX NV Spieveldstraat 7

9160 LOKEREN - Belgium

EUR F.C. 100.00 Merged -

CRIC (CLIMATISATION,

REFRIGERATION INDUSTRIELLE ET

COMMERCIALE SPRL)

Rue des Berces 7

5650 CHASTRES - Belgium

EUR F.C. 100.00

SUB-GROUP SPIE NEDERLAND

SPIE NEDERLAND B.V. Huifakkerstraat, 15

4800 CG BREDA -

Netherlands

EUR F.C. 100.00 F.C. 100.00

SPIE CONTROLEC ENGINEERING B.V. De Brauwweg, 74-82

NL 3125 AE Schiedam -

Netherlands

EUR F.C. 100.00 F.C. 100.00

SPIE CZECH S.R.O. Pod Hradbami 2004/5

PSC 59401 VELKE

MEZIRICI

CZK F.C. 100.00 Disposed -

GIETWALSONDERHOUDCOMBINATIE

B.V.

Staalstraat, 150

4815 PN BREDA – PAYS

BAS

1951 JP Velsen-Nord

EUR Equity Method 50.00 Equity Method 50.00

ELECTRIC ENGINEERING INSTALLATION

B.V.

Kromme Schaft 3

NL 3991 AR HOUTEN -

Netherlands

EUR F.C. 100.00 Merged -

GEBR. VAN DER DONK CIVIEL B.V. Menhirweg 6

NL 5342LS Oss - Netherlands

EUR F.C. 100.00 F.C. 100.00

ALEWIJNSE ZWOLLE B.V. Curieweg 11

NL 8013 RA ZWOLLE -

Netherlands

EUR F.C. 100.00

ALEWIJNSE ULTRECHT B.V. Detmoldstraat 17

NL 3523 GA UTRECHT -

Netherlands

EUR F.C. 100.00

ALEWIJNSE DELFT B.V. Westlandseweg 13

NL 2624 AA DELFT -

Netherlands

EUR F.C. 100.00

GPE TECHNICAL SERVICES B.V. De Weegschaal 5

5215 MN'S -

HERTOGENBOSCH -

Netherlands

EUR F.C. 100.00

JANSEN VENNEBOER

BEHEERMAATSCHAPPIJ

Industrieweg 4

NL 8131VZ WIJHE -

Netherlands

EUR F.C. 100.00

JANSEN VENNEBOER BEHEER &

ONDERHOUD

Industrieweg 4

NL 8131VZ WIJHE -

Netherlands

EUR F.C. 100.00

JANSEN VENNEBOER ADVIES B.V. Industrieweg 4

NL 8131VZ WIJHE -

Netherlands

EUR F.C. 100.00

JANSEN VENNEBOER B.V. Industrieweg 4

NL 8131VZ WIJHE -

Netherlands

EUR F.C. 100.00

INFRASTRUCTURES SERVICES &

PROJECTS B.V.INDIANA

Kromme Schaft 3

NL 3991 AR HOUTEN -

Netherlands

EUR F.C. 100.00 F.C. 100.00

SUB-GROUP SPIE UK

SPIE LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00 F.C. 100.00

SPIE UK 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00 F.C. 100.00

SPIE WHS LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00 F.C. 100.00

250

Company Address

Consolidation

currency Consolidation

method 2015*

% of

interest

2015/12/31

Consolidation

method 2016*

% of

interest

2016/12/31

GARSIDE AND LAYCOCK (ST ANNES)

LIMITED

33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON

England

GBP F.C. 100.00 F.C. 100.00

GARSIDE AND LAYCOCK LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON

England

GBP F.C. 100.00 F.C. 100.00

GARSIDE AND LAYCOCK GROUP

LIMITED

33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON

England

GBP F.C. 100.00 F.C. 100.00

ALARD ELECTRICAL LTD 33 Gracechurch Street2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00 F.C. 100.00

SPIE FS NORTHEN (UK) LIMITED Centre Park - WA1 1RL

WARRINGTON

Cheshire - England

GBP F.C. 100.00 F.C. 100.00

SPIE ENS Limited 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00 F.C. 100.00

VEHICLE RENTAL IRELAND LIMITED 1 CairnView, Swatragh

Maghera

BT 46 5QG COUNTY

LONDONDERRY - Ireland

GBP F.C. 100.00 F.C. 100.00

SCOTSHIELD MCCAFFERTY HOUSE

99 Firhill road

G20 7BE GLASGOW -

Scotland

GBP F.C. 100.00 F.C. 100.00

SPIE LEVEN ENERGY SERVICES LTD CNA House Sanfold Lane -

Levenchulme

M19 3BJ MANCHESTER -

England

GBP F.C. 100.00 F.C. 100.00

TRIOS COMPLIANCE LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

TRIOS GROUP LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

TRIOS PROPERTY LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

TRIOS SECURE LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

TRIOS SKILZ LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

TRIOS FACILITIES LIMITED 33 Gracechurch Street, 2nd

Floor

EC3V OBT LONDON -

England

GBP F.C. 100.00

SUB-GROUP SPIE HOLDING GMBH

SPIE HOLDING GMBH Alfredstrasse 236

45133 ESSEN - Germany

EUR F.C. 100.00 F.C. 100.00

SPIE GMBH Alfredstrasse 236

45133 ESSEN - Germany

EUR F.C. 100.00 F.C. 100.00

SPIE DEUTSCHLAND SYSTEM

INTEGRATION GMBH

Ruschgraben 135

76139 KARLSRUHE -

Germany

EUR F.C. 100.00 Merged -

ADVAGO S.A. 4 Zalogou Str & Mesogeion

Ave

AGIA PARASKEVI -

Grece

EUR F.C. 51.00 F.C. 51.00

CAR.E FACILITY MANAGEMENT GMBH Fuhlsbüttler Strasse 399

22309 HAMBOURG -

Germany

EUR F.C. 100.00 Merged -

CAR.E FACILITY MANAGEMENT KFT VACI UT 76

1133 BUDAPEST -

Hungary

HUF F.C. 100.00 F.C. 100.00

FMGO! GMBH Gedonstrasse 8

80802 MUNICH - Germany

EUR I.G. 74.90 I.G. 74.90

251

Company Address

Consolidation

currency Consolidation

method 2015*

% of

interest

2015/12/31

Consolidation

method 2016*

% of

interest

2016/12/31

HOST GMBH HOSPITAL SERVICE +

TECHNIK

Theodor - Stern - Kai 7

60596 FRANCFORT SUR

LE MAIN - Germany

EUR I.G. 25.10 Equity Method 25.10

SCHLOSS HERRENHAUSEN GMBH Herrenhäuser Strasse 3

30419 HANOVRE -

Germany

EUR I.G. 100.00 I.G. 100.00

SPIE ENERGY SOLUTIONS GMBH Alfredstrasse 236

45133 ESSEN - Germany

EUR I.G. 100.00 I.G. 100.00

SPIE ENERGY SOLUTIONS HARBURG

GMBH

Fuhlsbüttler Strasse 399

22309 HAMBOURG -

Germany

EUR I.G. 65.00 I.G. 65.00

SPIE POLSKA SP Z.O.O. ul. Powsinska 64A

PL-02-903 WARSZAWA -

Poland

PLN I.G. 100.00 I.G. 100.00

SPIE IFS SA (Ex SPIE SCHWEIZ AG) Untere rebgasse 7

4058 BASEL - Switzerland

CHF I.G. 100.00 I.G. 100.00

SPIE FLEISCHHAUER GMBH Oldenburger Allee 36

30659 HANNOVER -

Germany

EUR I.G. 100.00 I.G. 100.00

G. FLEISCHHAUER GmbH Kreuzbergstrasse 31

06849 DESSAU –

ROSSLAU - Germany

EUR I.G. 100.00 Merged -

CROMM UND CO. GMBH Siemensallee 75

76187 KARLSRUHE -

Germany

EUR I.G. 100.00 Merged -

AM ALLIED MAINTENANCE GMBH König-Georg-Stieg 8-10

21107 HAMBURG -

Germany

EUR Equity Method 25.00

SPIE HARTMANN GMBH

(ex HARTMANN ELEKTROTECHNIK GMBH)

König-Georg-Stieg 8-10

21107 HAMBURG -

Germany

EUR I.G. 100.00

HE HANSE PROJEKTMANAGEMENT GMBH König-Georg-Stieg 8-10

21107 HAMBURG –

Germany

EUR I.G. 100.00

SPIE COMNET GmbH (ex SPIE ICS Gmbh) Burgewedeler Strasse 27a

30916 ISERNHAGEN -

Germany

EUR I.G. 100.00

COMNET COMMUNICATIONSSYSTEME &

NETZWERKSERVICE BERLIN GMBH

Am Borsigturm 58

13507 BERLIN - Germany

EUR I.G. 100.00

COMNET HANSE GMBH Friedrich-Ebert-Damm 245

22159 HAMBURG -

Germany

EUR I.G. 100.00

COMNET COMMUNICATIONSSYSTEME &

NETZWERKSERVICE GMBH

Burgewedeler Strasse 27a

30916 ISERNHAGEN -

Germany

EUR I.G. 100.00

COMNET COMMUNICATIONSSYSTEME &

NETZWERKSERVICE REGION MITTE GMBH

Friedrich-Ebert Strasse 25

34117 KASSEL - Germany

EUR I.G. 100.00

COMNET Rhein-Neckar GmbH Mundenheimer Strasse 55

68219 MANNHEIM -

Germany

EUR I.G. 100.00

COMNET West GmbH Leyboldstrasse 10

50354 HÜRTH - Germany

EUR I.G. 100.00

AGIS FIRE & SECURITY OY FINLAND Valuraudantie 19

700 - Helsinki - Finland

EUR I.G. 100.00

AGIS FIRE & SECURITY KFT HUNGARY Montevideo u. 3a

1037 Budapest - Hungary

HUF I.G. 100.00

AGIS FIRE & SECURITY SP.Z.O.O. POLAND UI. Palisadowa 20/22

01-940 Warsaw Poland

PLN I.G. 100.00

GFT GESELLSCHAFT FÜR ELEKTRO MBH Am Lichtbogen 40

45141 ESSEN - Germany

EUR I.G. 100.00

SUB-GROUP SPIE ICS AG

SPIE SCHWEIZ AG Industriestrasse 50a

8304 Wallisellen -

Switzerland

CHF I.G. 100.00

SPIE ICS AG (ex CONNECTIS) Sonnenplatz 6

6020 EMMENBRÜCKE -

Switzerland

CHF I.G. 100.00 I.G. 100.00

252

Company Address

Consolidation

currency Consolidation

method 2015*

% of interest

2015/12/31

Consolidation

method 2016*

% of interest

2016/12/31

SUB-GROUP SPIE OIL GAS & SERVICES

GEMCO 5, Avenue des frères Wright

ZI du Pont Long - 64140 LONS

EUR F.C. 100.00 F.C. 100.00

FORAID 10, Av de l'entreprise - Pôle Edison

95863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

ALMAZ SPIE OGS P.O. Box 18123 SANA' A

Republic Of Yemen

USD F.C. 80.00 F.C. 80.00

FORAID ALGERIE EURL RN 49

OUARGLA - Algeria

DZD F.C. 100.00 F.C. 100.00

SPIE OGS CONGO B.P. 316

POINTE NOIRE - Congo

CFA F.C. 100.00 F.C. 100.00

SPIE OGS GABON B.P. 579

PORT GENTIL - Gabon

CFA F.C. 99.00 F.C. 99.00

IPEDEX Sdn Bhd (Brunei) Lot 4187, N°12, Jalan Panden

Lima A

KUALA BELAIT

BND F.C. 100.00 Liquidated -

IPEDEX GABON B.P. 1564

PORT GENTIL - Gabon

EUR F.C. 90.00 F.C. 90.00

IPEDEX INDONESIA ANZ Tower - 12th floor

Jalan Jenderal Sudirman, KAV

33A

10220 JAKARTA - Indonesia

USD F.C. 90.00 F.C. 90.00

SPIE OGS (MALAYSIA) SDN

BHD

Level 8, Symphony House, Block

D13

Pusat Dagangan Dana 1

47301 PETALING JAYA,

SELANGOR DARUL EHSAN -

Malaysia

MYR F.C. 49.00 F.C. 49.00

SPIE OGS KISH LLC (Iran) P.O. Box 79415 - 1316

1316 KISH ISLAND I.R. - IRAN

USD F.C. 100.00 F.C. 100.00

SPIE OGS MIDDLE EAST LLC

(Abu Dhabi)

P.O. Box 4899

ABU DHABI - United Arab

Emirates

AED F.C. 100.00 F.C. 100.00

SPIE OIL & GAS SERVICES 10, Av de l'entreprise - Pôle Edison

95863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

SPIE OGS ASP SDN BHD

(Malaisie)

Level 8, Symphony House, Block

D13

Pusat Dagangan Dana 1

47301 PETALING JAYA,

SELANGOR DARUL EHSAN -

Malaysia

MYR F.C. 100.00 F.C. 100.00

SPIE OGS THAILAND Ltd 1010, Shinawatra tower III

27th Floor, Unit 2702

Viphavadi Rangsit Road,

Chatuchak

10900 BANGKOK - Thailand

THB F.C. 100.00 F.C. 100.00

Sonaid (a) Rua Amilcar Cabral n°211

Edificio IRCA - 9° et 10° Andar

LUANDA - Angola

USD F.C. 55.00 Equity Method 55.00

SPIE NIGERIA Ltd 55 Trans Amadi Industrial Layaout

PORT HARCOURT - Nigeria

NGN F.C. 100.00 F.C. 100.00

SPIE OIL & GAS SERVICES

VENEZUELA

Esquina Puente Victoria

Edificio Centro Villasmil, piso 6,

oficina 617

La Candelaria – CARACAS -

Venezuela

VEF F.C. 100.00 F.C. 100.00

ENERFOR 10, Av de l'entreprise - Pôle Edison

95863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

YCOMAZ 10, Av de l'entreprise - Pôle Edison

95863 CERGY PONTOISE

CEDEX

EUR F.C. 100.00 F.C. 100.00

GTMH NIGERIA Plot 107 trans Amadi indus. Layout

PORT - HARCOURT - Nigeria

NGN F.C. 100.00 F.C. 100.00

ASB PROJECTS &

RESSOURCES PTE LTD

80 Raffles place - 26.01 UOB

Plazza 1

Singapore 048624

USD F.C. 100.00 F.C. 100.00

SPIE OIL & GAS SERVICES

SAUDI

Al Mafleh Buildin,g, 2nd Floor

Labor City, King Abdulaziz Road -

Cross 7, Building 7263 - Unit 1 PO

Box 4695 – 34442 AL KHOBAR

Saudi Arabia

SAR F.C. 100.00 F.C. 100.00

SPIE LYBIA Tourist City Gargaresh

TRIPOLI - Lybia

USD F.C. 65.00 F.C. 65.00

SPIE OGS BELGIUM Rue des deux gares 150

1070 BRUXELLES - Belgium

EUR F.C. 100.00 F.C. 100.00

SPIE TECNICOS DE ANGOLA

LIMITADA

Avenida Commante Kima Kyenda

n°309

USD F.C. 75.00 F.C. 75.00

253

no bairro da Boa Vista

LUANDA Angola

SPIE OGS VIETNAM LTD Saigon Tower, 29, Le Duan

Boulevard

District 1 – HO CHI MINH CITY -

Vietnam

VND F.C. 100.00 F.C. 100.00

SPIE EDGO ENERGY

VENTURES LIMITED

PO Box 74980, Emaar Square,

Building 4, Level 7 Unit 702

74980 DUBAI - United Arab

Emirates

AED F.C. 100.00 F.C. 100.00

SPIE PLEXAL (Thailand) Ltd N°555, Rasa Tower 1 - 14th Floor -

Units 1401-1404 - Paholyothin

Road Chatuchak Sub-district

Chatuchak District - Bangkok -

Thailand

THB F.C. 100.00 F.C. 100.00

SPIE OIL AND GAS

SERVICES PTY LTD

18th Floor, 140 St George’s

Terrace

PERTH WA 6000 - Australia

AUD F.C. 100.00 F.C. 100.00

SERVICES PETROLEUM &

INDUSTRIAL

EMPLOYEMENT (SPIEM)

PO BOX 15

ABU DHABI - United Arab

Emirates

AED F.C. 100.00 F.C. 100.00

SPIE OGS LIMITED (UK) 33 Gracechurch Street

EC3V OBT LONDON - England

GBP F.C. 100.00 F.C. 100.00

SPIE OGS JBL Limited P.O. Box 74980 Emaar Square

Building Level 7 Unit 702

Downtown DUBAI - United Arab

Emirates

AED I.G. 100.00

SPIE SERVICES NIGERIA

LTD

55 Trans Amadi Industrial Layout

PORT HARCOURT - Nigeria

NGN F.C. 100.00 F.C. 100.00

(a) Sonaid was consolidated under the equity method in the 2016 Group’s accounts (see Note 6.2).

* F.C.: Full Consolidation

254

STATUTORY AUDITORS’ REPORT ON THE ISSUER’S CONSOLIDATED FINANCIAL

STATEMENTS FOR THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

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. The statutory auditors’

report includes information specifically required by French law in such reports, whether modified or not.

The information presented below is the audit opinion on the consolidated financial statements and includes an

explanatory paragraph discussing the auditors’ assessments of certain significant accounting and auditing

matters. 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,

transactions, or disclosures.

This report also includes information relating to the specific verification of information given in the Group’s

management report.

This report should be read in conjunction with, and construed in accordance with, French law and professional

auditing standards applicable in France.

SPIE SA

Statutory auditors’ report on the consolidated financial statements

For the year ended 31 December 2016

“To the Shareholders,

In compliance with the assignment entrusted to us by both a collective decision of your partners and your

general meeting of shareholders, we hereby report to you, for the year ended 31 December 2016, on:

the audit of the accompanying consolidated financial statements of SPIE SA ;

the justification of our assessments;

the specific verification required by law.

These consolidated financial statements have been approved by the Board of Directors. Our role is to express

an opinion on these consolidated financial statements based on our audit.

I Opinion on the consolidated financial statements

We conducted our audit in accordance with professional standards applicable in France; 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. An audit involves performing procedures, using sampling

techniques or other methods of selection, to obtain audit evidence about the amounts and disclosures in the

consolidated financial statements. An audit also includes evaluating the appropriateness of accounting policies

used and the reasonableness of accounting estimates made, as well as the overall presentation of the

consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our audit opinion.

In our opinion, 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 31 December 2016 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.

255

II - Justification of our assessments

In accordance with the requirements of article L.823-9 of the French Commercial Code (code de commerce)

relating to the justification of our assessments, 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, as set out in Note 3.4 of the consolidated financial statements. As part of our assessment of the

accounting principles applied by your Group, we verified the application of this method. Our work

consisted in assessing the existing procedures, reviewing data and assumptions used by operational and

financial managers for the most significant contracts. We made sure that the method used and the related

disclosures are appropriate.

Use of estimates

Your Group evaluates and, if necessary, records impairment charges for its tangible and intangible assets,

as set out in Notes 3.10 and 14.2. We made sure that the method is appropriate, and that the estimates used

for the valuation of those assets are appropriate.

Your Group records provisions on risks associated with its current activity, as set out in Notes 3.17 and

18.2. We reviewed these provisions based on the procedures implemented by management to identify and

evaluate risks, a detailed review of the identified risks and related estimates, and a subsequent events

review to corroborate these estimates. We made sure of the reasonableness of the assumptions and of the

related estimates.

Your Group records provisions on employee benefits, as set out in Notes 3.18 and 18.1. 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.

These assessments were made as part of our audit of the consolidated financial statements taken as a

whole, and therefore contributed to the opinion we formed which is expressed in the first part of this report.

III - 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.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial

statements.”

Neuilly sur Seine and Paris-La Défense, on 9 March 2017

The statutory auditors

PricewaterhouseCoopers Audit ERNST & YOUNG et Autres

Yan Ricaud Henri-Pierre Navas

256

UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION OF THE ISSUER FOR

THE FINANCIAL YEAR ENDED DECEMBER 31, 2016

This section includes unaudited pro forma combined financial information to reflect the acquisition of SAG

by SPIE and the related financing transactions as if they had occurred on January 1, 2016, prepared on the

basis of the 2016 audited consolidated financial statements provided by SAG and SPIE. The unaudited pro

forma combined financial information is based on preliminary estimates and assumptions which the Group

believes to be reasonable and is being furnished solely for illustrative purposes. The estimates and

assumptions used in the preparation of the unaudited pro forma combined financial information included

therein may be materially different from the Group’s actual or future results. Accordingly, the unaudited

pro forma combined financial information included in this prospectus does not purport to indicate the

results that would have actually been achieved had the transactions been completed on the assumed date or

for the periods presented, or which may be realized in the future, nor does the unaudited pro forma

combined financial information give effect to any events other than those discussed in the unaudited pro

forma combined financial information and related notes. As a result, investors should not place undue

reliance on the unaudited pro forma combined financial information presented therein.

257

PRO FORMA CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2016

In thousands of euros SPIE GROUP

31/12/16

Published

Activities SAG

group from

1/1/2016 to

31/12/2016

Cancellation

impact financial

indebtedness in

SAG from 1/1/2016

to 31/12/2016

(a)

Acquisition costs

of SAG in SAG

from 1/1/2016 to

31/12/2016

(b)

Acquisition costs of

SAG in SPIE from

1/1/2016 to

31/12/2016

(c)

Financial cost of

Bond from

1/1/2016 to

31/12/2016

(d)

SPIE GROUP

31/12/2016

Pro-forma 2016

Revenue

Other operating revenues

Operating expenses

5,155,699

33,211

(4,870,546)

1,325,268

104

(1,108,411)

0

0

0

0

0

0

0

0

0

0

0

0

6,480,967

33,315

(5,978,957)

Current operating profit

(loss)

318,364 216,961 0 0 0 0 535,325

Other operating income and

expenses

(16,055)

(150,943)

0

3,738

(6,635)

(4,592)

(174,487)

Group operating income 302,309 66,018 0 3,738 (6,635) (4,592) 360,838

Net income (loss) from

companies accounted for under

the equity method

426

(165)

0

0

0

0

261

Operating income including

companies accounted for

under the equity method

302,735 65,853

0 3,738 (6,635) (4,592) 361,099

Costs of net financial debt

Other financial income and

(39,199)

(13,108)

(39,531)

(8,156)

31,189

(3,756)

(18,000)

(643)

(65,541)

(25,663)

258

PRO FORMA CONSOLIDATED INCOME STATEMENT AT DECEMBER 31, 2016

In thousands of euros SPIE GROUP

31/12/16

Published

Activities SAG

group from

1/1/2016 to

31/12/2016

Cancellation

impact financial

indebtedness in

SAG from 1/1/2016

to 31/12/2016

(a)

Acquisition costs

of SAG in SAG

from 1/1/2016 to

31/12/2016

(b)

Acquisition costs of

SAG in SPIE from

1/1/2016 to

31/12/2016

(c)

Financial cost of

Bond from

1/1/2016 to

31/12/2016

(d)

SPIE GROUP

31/12/2016

Pro-forma 2016

expenses

Pre-tax income 250,428 18,166 27,433 3,738 (6,635) (23,235) 269,895

Income taxes

(47,914)

(19,498)

(2,935)

4,648

(65,699)

Net income from continuing

operations

202,514 (1,332) 24,498 3,738 (6,635) (18,587) 204,196

Profit (loss) for the period from

discontinued operations

(18,482)

0

0

0

0

0

(18,482)

NET INCOME 184,032 (1,332) 24,498 3,738 (6,635) (18,587) 185,714

259

Basis of preparation of the pro forma condensed combined financial information for the SAG

acquisition by the Group for the year ended December 31, 2016

1. Description of the transaction:

On December 23, 2016, the SPIE Group signed an agreement for the acquisition of German SAG group from

private equity firm EQT (the “Acquisition”). The completion of the Acquisition is contemplated by the end of

March 2017, subject to antitrust approval by the European Commission.

The Acquisition of SAG group, a leader in high-growth energy infrastructure services, accelerates SPIE's

development in Germany & Central Europe and enhances SPIE's position as a major pan-European technical

services provider.

The SAG group is a major player in services and systems supply for electrical power, gas, water and

telecommunications networks. It was founded in 1916 by the railway construction company Becker & Co., in

Berlin, to develop electrification infrastructure in the cities and in the countryside. As a century-long service

provider for energy infrastructure in Europe, SAG played a major role in shaping the German energy

infrastructure. Headquartered in Langen, Germany, SAG is owned by private equity firm EQT since 2008.

SAG employs approximately 8,000 highly qualified people across more than 170 locations, including 120 in

Germany where it generates close to 75% of its revenue, and has an established footprint in Slovakia, the Czech

Republic, Poland, Hungary and France.

2. Basis of presentation

The accompanying unaudited pro forma condensed combined income statement has been prepared in

accordance with the provisions of annex II of the European regulation on prospectus n°809-2004,

recommendations in this matter of ESMA dated March 2013 and the AMF N°2013-08 recommendation dated

May 17, 2013, as amended on April 15, 2016.

The unaudited pro forma condensed combined income statement was prepared using the audited consolidated

income statement of SPIE Group for the twelve months ended December 31, 2016, duly authorized for issue by

its Board of Directors on March 9, 2017, and the audited consolidated income statement of SAG group for the

twelve months ended December 31, 2016, duly authorized for issue by its Supervisory Board on March 8, 2017.

The pro forma condensed combined income statement has been prepared in accordance with the SPIE Group

accounting policies, as detailed in the notes to the consolidated financial statements of the year ended

December 31, 2016. The historical consolidated income statements of SAG group and SPIE Group have been

adjusted in the unaudited pro forma condensed combined income statement to give effect to pro forma events

that are directly attributable to the Acquisition, factually supportable and expected to have a continuing impact

on the combined results.

The pro forma condensed combined income statement does not reflect any cost savings, operating synergies or

revenue enhancements that the combined SPIE and SAG group may achieve as a result of the Acquisition, the

cost to integrate the operation of SPIE and SAG group, or the costs necessary to achieve any such costs savings,

operating synergies or revenue enhancements.

Upon completion of the Acquisition, SPIE Group will perform a detailed review of SAG group’s accounting

policies. As a result of the review, SPIE may identify differences between the accounting policies of the two

groups that, when conformed, could have an impact on the consolidated financial statements of the combined

group.

The unaudited pro forma condensed combined income statement does not reflect any purchase price allocation

impacts. The acquisition of SAG will be accounted in accordance with IFRS 3R – Business Combinations.

Under such standard, the total purchase price will be measured at the closing date of the Acquisition. The assets

260

and liabilities of SAG group will be measured at fair value. The excess of the purchase price over the amount of

identifiable assets and liabilities measured at fair value as of the date of Acquisition will be allocated to

goodwill. Impacts of purchase price accounting could have material effects on future consolidated income

statements of the combined groups.

3. Pro Forma adjustments

The historical consolidated income statement of SAG group has been adjusted as follows:

(a) to eliminate interest expenses and other financial income and expenses directly related to indebtedness

of SAG group which will be repaid in connection with the Acquisition including the related tax effects;

(b) to eliminate acquisition costs temporarily incurred by SAG in 2016 and ultimately borne by the vendor;

(c) to add expenses directly related to the Acquisition booked in 2017 in SPIE; and

(d) to reflect new financing arrangement as a result of the Acquisition. SPIE Group is contemplating the

issuance of a €600 million principal amount bond in order to finance the Acquisition as well as to refinance

the existing SAG group financial debt. It is assumed that the costs of new financing, excluding interest

charges, and the acquisition costs were not deductible for tax purposes.

For information, total expenses directly related to the Acquisition reported in SAG group and SPIE Group

income statements amount to €20.0 million and break down into €6.7 million acquisition costs and €13.2

million financing costs of which €4.5 million are depreciated on the duration of the bond.

4. Net Debt Pro Forma at December 31, 2016

The unaudited pro forma condensed combined net debt was prepared using the audited consolidated statement

of financial position of SPIE Group as of December 31, 2016, duly authorized for issue by the Board of

Directors on March 9, 2017, and the audited consolidated statement of financial position of SAG group as of

December 31, 2016 duly authorized for issue by the Supervisory Board on March 8, 2017.

The pro forma condensed combined net debt has been prepared in accordance with the SPIE Group accounting

policies, as detailed in the notes to the consolidated financial statements of the year ended December 31, 2016.

The consolidated net debt from statements of financial position of SAG group and SPIE Group have been

adjusted in the unaudited pro forma condensed combined net debt to give effect to pro forma events that are

directly attributable to the Acquisition, factually supportable and expected to have a continuing impact on the

combined net debt.

The historical consolidated net debt from balance sheets has been adjusted as follows:

to take into consideration the SAG debt redemption and the payment of transaction costs and financing fees

incurred by SPIE ; and

to add the new financing arrangement of €600 million principal amount bond in order to finance the

Acquisition as well as the payment of fees related to the bonds issue.

261

In millions of euros SPIE

reported

31/12/2016

SAG

reported

31/12/2016

SAG debt

redemption

&

transactions

fees

Bond issue

and related

fees

Pro-forma

Net Debt

31/12/2016

Loans and borrowings as per balance sheet

Capitalized borrowing costs

Others

1,459.2

11.4

(0.7)

479.9 (460.4) 596.1

3.9

2,074.8

15.3

(0.7)

Gross financial debt (a) 1,469.9 479.9 (460.4) 600.0 2,089.4

Cash management financial assets as per

balance sheet

Cash and cash equivalent as per balance

sheet

Accrued interests

Cash held in discontinued activities

5.5

560.2

0.1

(7.0)

115.8

(12.7)

35.1

5.5

698.4

0.1

(7.0)

Gross cash (b) 558.8 115.8 (12.7) 35.1 697.0

Consolidated net debt (a) – (b) 911.1 364.1 (447.7) 564.9 1,392.4

Unconsolidated net cash (1.7) (1.7)

Net debt 909.4 364.1 (447.7) 564.9 1,390.7

Transactions fees for €12.7 million (including VAT) mainly refer to M&A process costs, prospectus costs and hedging close-

out costs.

5. Unaudited combined condensed IFRS 8

The unaudited combined condensed IFRS 8 indicators include the production and the reconciliation between

EBITA and operating income.

In millions of euros SPIE

GROUP

31/12/16

Published

Activities

SAG group

from

1/1/2016 to

31/12/2016

Acquisition

costs of

SAG in SAG

from

1/1/2016 to

31/12/2016

Acquisition

costs of

SAG in SPIE

from 1/1/2016

to 31/12/2016

Financial

costs of

Bond from

1/1/2016 to

31/12/2016

SPIE

GROUP

31/12/2016

Pro-forma

2016

Consolidated operating

income

302.7 65.9 3.7 (6.6) (4.6) 361.1

Amortization of allocated

goodwill

Other

33.5

16.1

2.7

8.4

(3.7)

6.6

4.6

36.2

32.0

262

In millions of euros SPIE

GROUP

31/12/16

Published

Activities

SAG group

from

1/1/2016 to

31/12/2016

Acquisition

costs of

SAG in SAG

from

1/1/2016 to

31/12/2016

Acquisition

costs of

SAG in SPIE

from 1/1/2016

to 31/12/2016

Financial

costs of

Bond from

1/1/2016 to

31/12/2016

SPIE

GROUP

31/12/2016

Pro-forma

2016

EBITA 352.4 76.9 429.3

Depreciation 36.4 26.7 63.1

EBITDA 388.8 103.6 492.4

Adjustment (12-month

effect of acquisitions)

8.0 0.0 8.0

Adjusted LTM

EBITDA

396.8 103.6 500.4

Production is the Group’s operating revenue which proportionally integrates the subsidiaries holding minority

interests.

Production related to SAG Group is considered as corresponding to the IFRS revenue.

The adjusted EBITDA represents the income generated by the Group’s permanent operations before tax and

financial income including the 12-month effect of acquisitions45

. For SAG Group, in the absence of acquisition

in 2016, EBITDA equals to adjusted Last Twelve Months EBITDA.

PRO FORMA CONSOLIDATED PRODUCTION PER SEGMENT AT DECEMBER 31, 2016

In millions

of euros

France Germany & Central

Europe

North-Western

Europe

Oil & Gas and

Nuclear

TOTAL

SPIE 2,253.5 44% 927.0 18% 1,374.3 27 % 589.6 11% 5,144.5

SAG 146.7 11% 1,178.6 89% 0.0 0 % 0.0 0% 1,325.3

Total Pro

forma

2,400.2 37% 2,105.6 33% 1,374.3 21 % 589.6 9% 6,469.8

As of December 31, 2016, the pro forma net debt/EBITDA ratio of the Group amounts to 2.8x.

45 Based on the management accounts of the acquired entities for the periods between January 1, 2016 and their respective

acquisition dates.

263

PERSONS RESPONSIBLE FOR THE INFORMATION GIVEN IN THE PROSPECTUS

For the Issuer

I hereby certify, having taken all reasonable care to ensure that such is the case, that the information contained in

this Prospectus is, to the best of my knowledge, in accordance with the facts and contains no omission likely to

affect its import.

March 20, 2017

SPIE S.A.

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

Duly represented by Gauthier Louette, Président - Directeur Général of the Issuer Authorised signatory, pursuant

to the resolution of the Board of Directors (Conseil d’administration) dated March 9, 2017.

For the Guarantors

I hereby certify, having taken all reasonable care to ensure that such is the case, that the information relating to I as

a Guarantor contained in this Prospectus is, to the best of my knowledge, in accordance with the facts and contains

no omission likely to affect its import.

March 20, 2017

FINANCIERE SPIE

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

Duly represented by SPIE SA, Président of Financière SPIE, represented by Gauthier Louette

March 20, 2017

SPIE OPERATIONS

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

Duly represented by Gauthier Louette, Président of SPIE Operations

264

March 20, 2017

SPIE ILE-DE-FRANCE NORD-OUEST

1/3, Place de la Berline

93287 Saint-Denis Cedex

France

Duly represented by Gilles Brazey, Président of SPIE Ile-de-France Nord-Ouest

March 20, 2017

SPIE OUEST-CENTRE

7, rue Julius & Ethel Rosenberg

BP 90263

44818 Saint-Herblain

Cedex, France

Duly represented by Gilles Brazey, Président of SPIE Ouest-Centre

March 20, 2017

SPIE SUD-EST

4, avenue Jean Jaurès

BP 19, 69320 Feyzin

France

Duly represented by Gilles Brazey, Président of SPIE Sud-Est

March 20, 2017

SPIE SUD-OUEST

70, Chemin de Payssat

Zone Industrielle de Montaudran

31400 Toulouse

France

Duly represented by Gilles Brazey, Président of SPIE Sud-Ouest

265

March 20, 2017

SPIE EST

2, route de Lingolsheim

BP 70330 Geispolsheim Gare

67411 Illkirch

France

Duly represented by Gilles Brazey, Président of SPIE Est

March 20, 2017

SPIE NUCLEAIRE

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

Duly represented by Gauthier Louette, Président of SPIE Nucléaire

March 20, 2017

SPIE OIL & GAS SERVICES

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

Duly represented by Gauthier Louette, Président of SPIE Oil & Gas Services

March 20, 2017

SPIE ICS

153, boulevard de Stalingrad

92247 Malakoff Cedex

France

Duly represented by Gilles Brazey, Président of SPIE ICS

March 20, 2017

SPIE GMBH

Alfredstrasse 236

45133 Essen

Germany

Duly represented by Markus Holzke, Managing Director of SPIE GmbH

266

March 20, 2017

SPIE HOLDING GMBH

Alfredstrasse 236

45133 Essen

Germany

Duly represented by Markus Holzke, Managing Director (Geschäftsführer)

and Marcus Pardeyke, Proxy Holder (Prokurist) of SPIE Holding GmbH

March 20, 2017

SPIE LIMITED

33, Gracechurch Street

London EC3V 0BT

United Kingdom

Duly represented by James Thoden Van Velzen, Chairman of the Board / Director of SPIE Limited

March 20, 2017

SPIE UK LIMITED

33, Gracechurch Street

London EC3V 0BT

United Kingdom

Duly represented by James Thoden Van Velzen, Chief Executive Officer / Director of SPIE UK Limited

March 20, 2017

SPIE NEDERLAND B.V.

Huifakkerstraat 15

4815 PN Breda

The Netherlands

Duly represented by Leonardus A.M. Ummels, Managing Director of SPIE Nederland B.V.

March 20, 2017

INFRASTRUCTURE SERVICES & PROJECTS B.V.

Kromme Schaft 3

NL-3991 AR Houten

The Netherlands

Duly represented by Leonardus A.M. Ummels, Chief Executive Officer of Infrastructure Services & Projects B.V.

267

In accordance with Articles L. 412-1 and L. 621-8 of the French Code monétaire et financier and with the General

Regulations (Règlement général) of the AMF, in particular Articles 211-1 to 216-1, the AMF has granted to this

Prospectus the visa no. 17-101 on March 20, 2017. This Prospectus has been prepared by the Issuer and its

signatories assume responsibility for it. In accordance with Article L. 621-8-1-I of the French Code monétaire et

financier, the visa has been granted following an examination by the AMF of “whether the document is complete

and comprehensible, and whether the information in it is coherent”. It does not imply that the AMF has verified

the accounting and financial data set out in it and the appropriateness of the issue of the Bonds.

268

ISSUER

SPIE

10, avenue de l’Entreprise

95863 Cergy Pontoise Cedex

France

JOINT GLOBAL COORDINATORS AND JOINT BOOKRUNNERS

HSBC BANK PLC

8, Canada Square

London E14 5HQ

United Kingdom

NATIXIS

30, avenue Pierre Mendès France

75013 Paris

France

SOCIETE GENERALE

29, boulevard Haussmann

75009 Paris

France

JOINT BOOKRUNNERS

BNP PARIBAS

10 Harewood Avenue

London NW1 6AA

United Kingdom

CRÉDIT AGRICOLE CORPORATE AND

INVESTMENT BANK

Broadwalk House

5 Appold Street

London EC2A 2DA

United Kingdom

ING BANK N.V.,

LONDON BRANCH

8-10 Moorgate

London EC2R 6DA

United Kingdom

FISCAL AGENT, PAYING AGENT AND CALCULATION AGENT

Société Générale

Service aux Emetteurs

32, rue du Champ de Tir

CS 30812

44308 Nantes Cedex 3

France

AUDITORS OF THE ISSUER

ERNST & YOUNG et Autres

1-2, place des Saisons

Paris La Défense 1

92400 Courbevoie

France

PricewaterhouseCoopers Audit

63, rue de Villiers

92208 Neuilly-sur-Seine Cedex

France

LEGAL ADVISERS

To the Issuer

White & Case LLP

19, place Vendôme

75001 Paris

France

To the Joint Bookrunners

Allen & Overy LLP

52, avenue Hoche

CS 90005

75379 Paris Cedex 08

France