SPIE : (10) Auditors report shareholders' meeting 2024 - Capital Decrease 11th resolution

This is a translation into English of a report issued in French and it is provided solely for the convenience of English-speaking users.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

SPIE SA

Combined General Meeting of May 3, 2024

Eleventh resolution

Statutory Auditors' report on the capital reduction

SPIE SA

Combined General Meeting of May 3, 2024

Eleventh resolution

Statutory Auditors' report on the capital reduction

To the General Meeting of SPIE SA,

In our capacity as statutory auditors of your Company and in and in compliance with Article L. 22-10-62 of the French Commercial Code (Code de commerce) in the event of the repurchase of shares to be cancelled, we hereby report on our assessment of the causes and conditions of the proposed capital reduction.

Your Board of Directors requests that it be authorized, for a period of twenty-six (26) months starting on the date of the present shareholders' meeting, all powers to proceed with the cancellation of shares the Company was authorized to repurchase, representing an amount not exceeding 10% of its total share in compliance with the aforementioned article.

We have performed those procedures which we considered necessary to comply with the professional guidance issued by the French Institute of Statutory Auditors (Compagnie nationale des commissaires aux comptes) for this type of engagement. These procedures consisted in examining whether the terms and conditions for the proposed reduction in capital are fair and analyzing the appropriateness and methods of the proposed repurchase of shares.

We have no matters to report on the causes and conditions of the proposed capital reduction.

Neuilly-sur-Seine and Paris-La Défense, April 4, 2024

The Statutory Auditors

French original signed by