UNIVERSAL REGISTRATION DOCUMENT ANNUAL FINANCIAL REPORT

2023

SPIE, sharing a vision for the future

This Universal Registration Document is a translation into English of the ocial version of the Universal Registration Document issued in French, which has been prepared in ESEF (European Single Electronic Format) and is available on our website www.spie.com

CONTENTS

INTRODUCTION

1

PRESENTATION OF THE

GROUP AND ITS BUSINESS

1.1

History

18

1.2

Competitive strengths and advantages

19

1.3

Strategy

24

1.4

Markets and competitive position

26

1.5

The Group9s business

28

1.6

Organisational structure

32

5

CORPORATE

GOVERNANCE

5.1

Management bodies

239

5.2 Board of Directors: composition, preparation and

organisation of work

240

5.3

Compensation and benefits

258

5.4

Other information

271

2

RISK FACTORS

AND INTERNAL CONTROL

2.1

Risk factors

36

2.2

Risk insurance coverage

46

2.3

Internal control and risk management

46

3

NON-FINANCIAL PERFORMANCE

3.1

Value-creation model

54

3.2

Sustainable development strategy

57

3.3

Moving forward with our stakeholders

60

3.4 Materiality analysis: key economic, environmental

and social issues for the Group

62

3.5

Main non-financial risks

63

3.6

Principles of tax responsibility

80

3.7

Methodological note

81

3.8 Task force on climate related disclosure cross

reference table

84

3.9

Non-financial ratings

85

3.10

Summary of non-financial indicators

86

3.11 Report of one of the statutory auditors, appointed as independent third party, on the verification of the

consolidated non-financial statement

96

3.12

Duty of care

100

6

SHAREHOLDING

STRUCTURE

6.1

Shareholding structure

274

6.2 Shareholder relations/financial communication

schedule

282

6.3

Distribution of dividends

282

6.4

Information on the capital

283

6.5 Factors that could come into play in the event of a

takeover bid

289

7

ADDITIONAL INFORMATION

7.1 Main provisions of the law and the Articles of

association

292

7.2

Le gislative and regulatory environment

298

7.3

Information on equity associates

299

7.4

Material contracts

299

7.5

Related-party transactions

299

7.6 Information from third parties, expert statements

and declarations of interests

301

7.7

Documents available to the public

301

7.8 Persons responsible for the universal

registration document

301

7.9 Persons responsible for auditing the financial

statements

302

4

CROSS-REFERENCE TABLES 303

BUSINESS ANALYSIS

AND FINANCIAL STATEMENTS

4.1

Analysis of consolidated results

104

4.2

Events after the reporting period

122

4.3

Trends and objectives

123

4.4

Consolidated financial statements

124

4.5

Separate financial statements

205

4.6 Income statement (and other characteristic items)

for SPIE SA over the last 5 financial years

235

4.7 Information on supplier and customer payment

periods

236

COMPONENTS OF THE ANNUAL FINANCIAL REPORT ARE IDENTIFIED IN THIS TABLE OF CONTENTS WITH THE SIGN

SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023

www.spie.com

UNIVERSAL

REGISTRATION

DOCUMENT

2023

Including the annual financial report

As the independent European leader in multi-technical services in the areas

of energy and communications, SPIE supports its customers to design, build, operate

and maintain energy-efficient and environmentally-friendly facilities.

SPIE SA, a Cergy-Pontoise, France under company no. 532 712 825 (Pontoise Commercial and Corporate Register), is referred to as the

This Universal Registration Document contains forward-looking statements regarding the growth, prospects, and strategies of the Group. These forward-looking statements are sometimes identified by the use of the future and conditional tenses and by terms such as

IInvestors should carefully consider the risk factors described in Chapter 2

deemed insignificant by the Group could have the same negative effect.

This Universal Registration Document contains information about the Group9s markets and competitive positions, including information about the size of such markets. The facts on which the Group bases its statements mostly come from estimates made by the Group, studies and statistics from independent third parties and professional organisations, and figures published by the Group9s competitors, suppliers and customers (in particular, the Group9s rankings in relation to its main competitors are based on revenues disclosed by them during the financial year ended 31 December 2023). Certain information contained in this Universal Registration Document is publicly available information which the Company considers reliable, but which has not been verified by an independent expert. The Company cannot guarantee that a third party using different methods to collect, analyse or calculate data on business segments would obtain the same results. The Company makes no undertaking and provides no warranty as to the accuracy of this information. It is possible that such information proves to be incorrect or out of date. The Group makes no undertaking to publish updates to such information, except in connection with any applicable legal or regulatory obligations.

Certain figures (including figures expressed in thousands or millions) and percentages in this Universal Registration Document have been rounded. The totals presented in this Universal Registration Document may differ slightly from those obtained by adding together the exact (decimal) values of those figures.

SPIE SA

société anonyme (joint stock company) with share capital of ¬78,446,564.48 Registered office: 10, avenue de l9Entreprise, 95863 Cergy-Pontoise, France Pontoise Trade and Companies Registry number 532 712 825

This Universal Registration Document was filed on 5 April 2024 with the AMF under the registration number D.24-0245, as competent authority under regulation (EU) 2017/1129, without prior approval pursuant to Article 9 of the said regulation.

The Universal Registration Document may be used for the purposes of an offer to the public of securities or admission of securities to trading on a regulated market if completed by a securities note and, if applicable, a summary and any amendments to the Universal

Registration Document. The whole is approved by the AMF in accordance with regulation (EU) 2017/1129.

Copies of this Universal Registration Document are available free of charge from SPIE, 10, avenue de l9Entreprise, 95863 Cergy-Pontoise, France, and on the websites of SPIE (www.spie.com) and the Autorité des marchés financiers (www.amf-france.org).

SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023 1

"The SPIE group is positioned on megatrends that are shaping the economy"

GAUTHIER LOUETTE,

CHAIRMAN & CEO OF SPIE

In 2023, SPIE announced record results. How do you explain this excellent performance

in an unsettled economic and geopolitical environment?

GL: This clearly shows that we are positioned on megatrends that are shaping the economy. The geopolitical context is driving the pace of the energy transition, with demand for a larger share of low-carbon power, both renewable and nuclear, in the energy mix. Across Europe, these developments are having a major impact on energy infrastructures - SPIE's core area of business expertise. Germany and the Netherlands, for example, have made the switch from gas to additional renewable energy sources, involving the wholesale reshaping of distribution networks. Meanwhile, France is maintaining and renewing its energy sources. The political will to develop nuclear power is now well established, and we are starting to take part in calls for tender for new EPRs. In addition to these energy transition projects, there is strong demand from industry and service sector players for solutions to boost energy efficiency and adapt existing infrastructure to new energies. Lastly, we continue to be involved in the installation of the charging points and networks needed to support the growth of electric mobility. Our technical services are in very strong demand, enabling

us to generate growth and maintain our margins despite inflation.

You spoke of major opportunities in Germany and the Netherlands. How are you positioned in these regions and beyond?

GL: We are leading in the Netherlands market, and our performance there is remarkable. In Germany, the acquisition of ROBUR at year-end will enable us to expand into the industrial services market. In terms of revenue and headcount, Germany is now almost on a par with France. Our presence in Central Europe has also grown and we will be developing our organisational structure to enable SPIE to further strengthen its position

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in this region. Outside Europe, we are also equipping ourselves to seize the opportunities offered by low-carbon energies. With the acquisition of Correll, SPIE Oil and Gas Services

  • renamed SPIE Global Services Energy - has tangibly expressed its ambition to diversify into offshore wind energy.

How are you mobilising your 50,000 employees to contribute to the energy transition, a crucial issue in the fight against climate change?

GL: For several years now, we have been making climate action an integral part of our Group strategy. And I am delighted to see that we are making significant progress, both internally and with our customers and suppliers. Almost 50% of our revenue already comes from activities that help our customers to reduce their carbon footprint. All our subsidiaries are now offering services linked to the energy transition, including those specialising in digital transformation, where energy efficiency challenges are considerable. The energy transition is a core part of our business and I want all our employees to be aware of and understand the positive role SPIE is playing in this transition. We have included a sustainability component in the variable compensation of all our managers to demonstrate the importance of this topic and our desire to work alongside them to make progress in that area. We are also creating a SPIE Climate Academy to give everyone a better understanding of climate change challenges and the practical solutions offered by SPIE.

In 2023, ChatGPT took the world by storm and considerably expanded the use of AI. What opportunities does this technology offer SPIE today?

GL: I prefer to talk about statistical computing power as opposed to artificial intelligence, because that's what we're dealing with today: increasingly powerful engines that can process large volumes of data and make sense of them. The most obvious application for us is gaining an ever-greater understanding of our customers' installations. By using data from smart sensors, we can considerably improve their energy performance and predictive maintenance. All these technological innovations will obviously generate huge volumes of data that will need

to be transmitted and stored securely. This opens opportunities for us in the installation, operation and maintenance of data centres. AI will also have an impact on our operations, driving efficiency and productivity.

Recruitment needs are high in your businesses, but there is a shortage of available talent. How can we ensure that this talent chooses SPIE and stays with us?

GL: We have worked hard on enhancing SPIE's appeal to encourage talented people to join and, above all, stay within the Group, through promoting recruitment, referrals, retention - of young people in particular - and work/study contracts. Employee shareholding plays an important role in the broad range of measures we are putting in place, as it enables our employees to share in the company's success over the long term. Our "SHARE FOR YOU 2023" campaign saw record participation, with more than

17,000 employees from 14 countries reaffirming their confidence in SPIE's future and their attachment to the company. As part of the work on our company's purpose, during workshops attended by almost 700 people at all levels of the company, I was able to see just how important pride in our profession and the concept of trust were for the participants: trust in the company, trust in the teams and being a trusted partner for our customers. We need to build on these commitment levers by providing employees with a clear idea of the usefulness of our businesses in driving the energy transition. In a world where people are, quite rightly, searching for meaning, this seems to me to be of the utmost importance.

SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023 3

SPIE, committed to energy transition and a responsible digital transformation

Profile

SPIE is the independent European leader in multi-technical services in the areas of energy and communications. Our 50,000 employees are committed to achieving the energy transition and responsible digital transformation alongside our customers.

In the fight against climate change, SPIE is part of the solution!

SPIE, sharing a vision for the future

SPIE, a century- old company supporting the energy transition

2006

1968

1997

AMEC sells AMEC

SPIE merges with

Purchase of SPIE

SPIE to the PAI

the Batignolles

Batignolles, renamed

investment fund,

Construction

SPIE, by its staff

with the company

Company from

associated with the

changing its name

Spie Batignolles.

AMEC minority group

to SPIE

1900

1946

1982

2003

Creation of the

The Parisian Company

Acquisition

AMEC takes control of

Parisian Society

for the Railway and

of Trindel and

SPIE, which becomes

for the Railway and

Electric Tramway

creation of

AMEC SPIE. Sale of its

Electric Tramway

Industry is renamed

the Electricity

construction subsidiary,

Industry

the Parisian Company

and Nuclear

Spie Batignolles, to its

for the Electric Industry

Division.

executives.

(SPIE).

4 SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023

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Geographic footprint

Europe

Austria

Belgium

Czech Republic

Denmark

France

Germany

Hungary

Netherlands

Poland

Slovakia

Switzerland

Outside of Europe for SPIE Global Services Energy: Africa, North America, Asia-Pacificand Middle East

2011

Takeover of AMEC SPIE by a consortium composed of Clayton, Dubilier & Rice, LLC, AXA Private Equity and Caisse de Dépôt et Placement du Québec.

2017

SPIE acquires the SAG

2023

Group, Germany's

leading provider of

SPIE acquires

services and systems

Correll group and

for electricity, gas, water

SPIE Oil & Gas

and telecommunications

Services becomes

networks. Peugeot Invest

SPIE Global

Assets takes a stake in SPIE.

Services Energy

2007

2015

2022

2024

SPIE acquires AMEC's

SPIE's initial

SPIE becomes No. 1 in

SPIE acquires ROBUR.

electrical engineering

public

multi-technical services in

This acquisition helps

division, renamed

offering.

the Netherlands through the

SPIE establish a strategic

SPIE Matthew Hall.

acquisition of Worksphere.

position in the German

SPIE sells its UK business

industrial services

to Imtech. Lac1 fund,

market.

managed by Bpifrance,

acquires a stake in SPIE.

SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023 5

Financial performance

In 2023, SPIE achieved a outstanding financial performance, demonstrating the Group's strategic positioning as a key player in the energy transition, as well as its robust business model despite an inflationary environment.

50,000 48%

2023 key figures

employees

Green share of 2023 revenue

(as of 31 Dec. 2023)

aligned with climate criteria of

the EU taxonomy

€8.7bn in revenue

€584m

#1

702

in EBITA

Employees are the

million euros of

Group's largest

acquired revenue

shareholder

(as of Dec. 31, 2023)

6 SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023

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2023 Revenue per reporting segment

Total: €8.7bn

21% 35%

North western

France

Europe

37%7%

Germany and

Oil & Gas

Central Europe

and Nuclear

4 fields of expertise

Total: €8.7bn

37%

29%

Mechanical & Electrical

Technical Facility

Services (M&E)

Management (Tech FM)

19%

15%

Information &

Transmission & Distribution

Communications

Services (T&D)

Technology Services (ICT)

Supporting

25%

our customers'

New facilities

assets throughout

- Engineering and supply

their lifecycle

- Installation

- Consulting and design

Total: €8.7bn

75%

Asset support

- Replacement

- Upgrading and modifications

- Maintenance and services

4 markets

Total: €8.7bn

36%

22%

25%

17%

Smart cities

e-fficient building

Energies

Industry services

Contribute to a

Optimise real estate

Facilitate the

Support the

sustainable model of

performance

energy transition

development of each

urban and regional

in the long term

industrial sector

development

SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023 7

Non-financial performance

SPIE has an ambitious sustainability roadmap with quantified annual targets, which are incorporated into its financing strategy and variable remuneration incentives. The Group therefore closely links its strategy and its extra-financial commitments.

Pillar #1 Environment

2025 Objective #1: Contributing to a low-carboneconomy

50%

Green share of SPIE's

revenue in 2025

according to the climate

criteria of the European

Taxonomy

2023

48%

2022

46%

2021

42%

2020

41%

2019

35%

SPIE designs and implements long-term solutions to support its customers in their energy transition and help reduce their greenhouse gas emissions. In 2023, the Group's green share is 48%, in line with the defined trajectory. SPIE's contribution to a more balanced energy mix and a low-carbon mobility both increased in 2023.

Pillar #2 Social & society

2025 Objective #3: Aiming for excellence in safety

+25% between 2023 and 2019

-

Severe

accidents*

compared to

50%

2019

2023

11

2022

2021

16

2020

12

2019

16

Since guaranteeing the safety of employees and contractors is SPIE's prime responsibility, the Group has been deploying ten vital safety rules since 2021 to step up the prevention of serious accidents. Despite constant mobilisation, the number of serious

20 accidents rose significantly in 2023. To achieve its target by 2025, SPIE will continue to strengthen the rigour of operational controls and dedicated training for employees joining the Group through frequent acquisitions.

*Scope: SPIE employees and temporary workers.

8 SPIE ï UNIVERSAL REGISTRATION DOCUMENT 2023

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SPIE SA published this content on 12 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 12 April 2024 20:52:56 UTC.