SPIE : (15) Auditors report shareholders' meeting 2024 - Additional report on Share capital increase reserved to employees

Spie SA

Statutory Auditors' report on the capital increase reserved for members of a company savings plan

Board of Directors' meeting of March 6, 2024

Spie SA

Rapport des commissaires aux comptes sur l'augmentation du capital réservée aux adhérents d'un plan d'épargne d'entreprise

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We have implemented the diligences that we deemed necessary in view of the professional doctrine of the National Company of Statutory Auditors relating to this mission. These diligences consisted in particular in verifying:

• the sincerity of the financial information taken from the interim financial situation of the company and from the interim consolidated financial situation established under the responsibility of the board of directors on June 30, 2023, according to the same methods and following the same presentation as the last annual and consolidated accounts. These interim financial situations have been the subject of our work consisting of discussing with the members of the management in charge of accounting and financial aspects, verifying that they have been established according to the same accounting principles and the same methods of evaluation and presentation as those retained for the preparation of the last annual and consolidated accounts and implementing analytical procedures;
• the conformity of the terms of the operation with regard to the delegation given by the general meeting;
• the information given in the supplementary report of the board of directors on the choice of the elements of calculation of the issue price and its final amount.

We have no observations to make on:

• the sincerity of the financial information taken from these interim situations and given in the supplementary report of the board of directors;
• the conformity of the terms of the operation with regard to the delegation given by the general meeting of May 10, 2023 and the indications provided to the shareholders;
• the choice of the elements of calculation of the issue price and its final amount;
• the presentation of the impact of the issue on the situation of the holders of capital securities appreciated in relation to equity and on the stock market value of the share;
• the abolition of the preferential subscription right on which you have previously ruled.

In accordance with the law, we would like to inform you that your company has not complied with the provisions of Article R. 225-116 of the commercial code, which requires the Board of Directors to make available to shareholders a supplementary report describing the final terms of the transaction no later than fifteen days following the meeting of the Board of Directors. As a result, this report could not be made available to shareholders within the same period.

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