INTERIM FINANCIAL REPORT H1 2016

INTERIM FINANCIAL REPORT H1 2016 TABLE OF CONTENTS I - Management Report 1. Summary 3 2. What we do: some examples of H1 2016 new contracts 4...
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INTERIM FINANCIAL REPORT H1

2016

TABLE OF CONTENTS

I - Management Report 1.

Summary

3

2.

What we do: some examples of H1 2016 new contracts

4

2.1 Mechanical and Electrical Services 2.2 Information & Communications Technology 2.3 Technical Facility Management

3.

Corporate highlights

5

3.1 Acquisitions 3.2 Disposals

4.

Financial Review

6

4.1 Consolidated 4.2 Segmental review 4.3 Results 4.4 Cash flow 4.5 Balance sheet

5.

2016 full-year outlook

9

6.

Transactions with related parties

9

7.

Risk factors

10

8. g

Statutory Auditor’s review report on the 2016 half-yearly financial information (Sixmonth period ended June 30th, 2016)

10 g

9. g

Statement by the person responsible for the half-year financial report as of June 30th, 2016

11 g

II – Interim Consolidated Financial Statements

2 – SPIE – H1 2016 INTERIM FINANCIAL REPORT

MANAGEMENT REPORT 1.

Summary

SPIE’s performance in the first half of 2016 reflects the robustness of its business model. Against somewhat contrasting economic conditions, the Group has concentrated on quality and ensured that profitability and cash generation remain the critical areas of focus. 1 Consolidated revenue decreased by -5.5% in H1 2016 relative to the same period last year, including a 7.4% organic contraction and a -0.6% foreign exchange impact, while acquisitions accounted for +2.5% (net of disposals). The organic contraction was due to Oil & Gas activities decreasing significantly against a strong H1 2015. Excluding Oil & Gas, overall revenue was stable in H1 2016, reflecting strict contract selectivity across all our businesses. 1

Although it is typically negative in the first half of the year due to working capital seasonality, Net cash flow from operating activities improved year-on-year, at €(104.1) million in H1 2016, compared to €(141.7) million in H1 2015, resulting from a very good working capital performance in H1 2016. Including the impacts of the change in consolidation 2 method of SONAID, the Group’s OCTG joint-venture for €(74.8) million, an increased M&A activity (€(27.2) million outflow vs. €(10.3) million in the same period last year), significantly reduced net interest paid, and the payment of the 2015 dividend (€0.50 per share), net cash flow was €(265.1) million in H1 2016, compared to €(239.3) million in H1 2015.

EBITA amounted to €142.2 million decreasing by -1.4% relative to H1 2015, with EBITA margin at 5.8%, up 24 basis points. Once again, our four segments reported good margin improvement, demonstrating the soundness of the SPIE model, which prioritises profitability over volumes. Excluding Oil & Gas, EBITA was up 7.6% in H1 2016.

Net debt amounted to €1,248 million at the end of June 2016 and the corresponding leverage stood at 3.2x EBITDA, down from 3.4x as at June 2015. The Group’s liquidity is strong, with €286.7 million in cash and cash equivalent and €250 million of undrawn Revolving Credit Facility as at June 2016.

Consolidated operating income amounted to €122.9 million in H1 2016, compared to €128.5 million in H1 2015 (-4.4%).

In 2016 to date, SPIE has made 4 acquisitions, totalling annualised revenue of €84 million, which will notably strengthen the Group’s ICT capabilities and German footprint.

Net income attributable to owners of the parent was €47.2 million, compared to a €(10.0) million net loss in H1 2015. This significant year-on-year improvement was primarily due to a sharp reduction in the cost of net financial debt, at €(18.4) million in H1 2016, compared with €(127.1) million in H1 2015, reflecting material changes in the Group’s financial structure (IPO, debt refinancing and subsequent deleveraging) that took place in June 2015.

1

Revenue and EBITA (Earnings Before Interests, Taxes and Amortisation) are non GAAP measures used by management to assess the performance of the Group. Please refer to notes 6 of the interim consolidated financial statements for reconciliation with GAAP measures

2

Oil Countries Tubular Goods : activities mainly related to trading of tubular goods (casing/ tubing) in Angola as part of development projects and pipe yard management

SPIE – H1 2016 FINANCIAL REPORT – 3

MANAGEMENT REPORT 2.

What we do: some examples of H1 2016 new contracts

As the independent European leader in multi-technical services in the areas of energy and communications, SPIE supports its customers in designing, building, operating and maintaining energy-efficient and environment-friendly facilities. The Group develops within three activities: Mechanical and Electrical Services, which encompass electrical, mechanical and HVAC engineering services; Technical Facility Management, which covers facilities technical management and related services, and Information & Communications Technology Services, which covers the installation, upgrade and management of voice, data and image communications systems. During the first half of 2016 SPIE has won or renewed numerous contracts, including some examples described hereafter.

2.1

Mechanical and Electrical Services

In Belgium, SPIE has been awarded a five-year contract for the maintenance of the North Sea Canal by Rijkswaterstaat, the executive agency of the Dutch Ministry of Infrastructure and Environment. The contract includes civil engineering and electromechanical and industrial automation, and covers the maintenance of the canal, its locks as well as De Cruquius, the biggest pumping station in Europe. In Qatar, SPIE Oil & Gas Services will provide, through two four-year service agreements, routine, predictive, preventive, overhaul maintenance and emergency repair services for Dolphin Energy Limited’s onshore facilities, located in Ras Laffan Industrial City, covering buildings, fence and street lighting systems.

After a thorough 4-year tender process, SPIE Nucléaire has been awarded by EDF a contract covering the renovation of radiation protection systems for all nuclear power plants in France, as part of the Grand Carénage renovation project. In Kuwait, SPIE Oil & Gas Services has won a 5-year contract to provide technical management and execution services to KNPC, Kuwait National Petroleum Company, as part of the “Clean Fuel Project” upgrading program in two out of the three KNPC refineries.

2.2

Information & Communications Technology

SPIE GmbH and SPIE ICS have been awarded a contract for the operation and maintenance of IT systems in the Airbus Training Centre in Hamburg, Germany. With on-site presence, SPIE ensures the operation and maintenance of IT infrastructure and media technology within the centre and, specifically, in the training rooms where pilots, service engineers and cabin crew members are trained on different aircraft types. In the Martini Hospital in Groningen, Netherlands, SPIE will be in charge of the installation and servicing of touch screens for over 500 hospital beds. This smart care solution will enable patients to use the Internet, watch TV, listen to the radio, play games, order meals and use Skype; it will reduce the workload for the medical and nursing staff and enhance the patients’ recovery process.

2.3

Technical Facility Management

In the UK, SPIE has won a contract with Airbus covering the maintenance and repairs at the Airbus’ Broughton plant in Cheshire, where wings for all Airbus civil aircraft are assembled. The contract includes 24/7 planned and reactive maintenance work for the plant’s mechanical and electrical assets, such as paint booths, compressors, boilers, sealing machines and vacuum delivery systems.

In Germany, a contract with Nord/LB has been extended for a three-year period. SPIE GmbH will ensure the maintenance of all technical building systems (Mechanical & Electrical engineering, HVAC systems), operating on a 365 days / 24 hours basis in the bank’s headquarters and eight branches, totalling 82,000 sqm and 3,500 employees.

In France, SPIE has renewed, for a period of six years, a contract with the Centre National d’Etudes Spatiales (CNES), the government agency responsible for shaping and implementing France’s space policy in Europe. The contract covers maintenance and operation of technical installations, encompassing approximately 150,000 sqm of technical space across 80 buildings.

SPIE GmbH has renewed a facility management contract with IBC Frankfurt (Investment Banking Centre) in Germany for a 3-year period, encompassing 3 buildings and 197,000 sqm. This demanding contract, initiated in 2003 upon the delivery of the buildings, covers complex technical management, including the operation of a data centre, a trading room and the maintenance of the buildings many redundant systems.

4 – SPIE – H1 2016 INTERIM FINANCIAL REPORT

MANAGEMENT REPORT 3.

3.1

Corporate highlights

Acquisitions

External growth, through targeted bolt-on acquisitions financed by our strong free cash flow, constitutes the pillar of SPIE’s growth model, increasing the Group’s network density, expanding the range of its services and broadening its customer portfolio. In 2016 to date, SPIE has made 4 acquisitions, totalling annualised revenue of €84 million, which will notably strengthen the Group’s ICT capabilities and German footprint.

German provider of solutions and services in IT, telecommunications and security. With close to 160 highly qualified employees at 8 locations in Germany, the acquired companies generated revenue of around €30 million in 2015. th

On July 26 , 2016 SPIE announced the signing of an agreement to acquire GfT Gesellschaft für Elektro- und Sicherheitstechnik mbH (“GfT”) in Germany, subject to the fulfilment of closing conditions. GfT provides services in the areas of safety engineering, fiber optics, data technology and electrical engineering. The company employs 60 people and generated revenue of around €17 million in 2015.

th

On February 16 , 2016, SPIE acquired GPE Technical Services in the Netherlands, a company specialising in steam and condensate systems, with annual revenue of around €1 million. th

On April 28 , 2016, SPIE announced the signing of an agreement for the acquisition of the RDI group, a French specialist in managed services, IT infrastructure integration, application and cloud services, with 2015 revenue of €36 million. The transaction was completed in May 2016. th

On July 13 , 2016, SPIE signed an agreement to acquire several companies of the COMNET Group, a

Benefitting from a rich pipeline of bolt-on acquisition opportunities, the Group expects more acquisitions to be completed in the second half of the year and anticipate to acquire approximately €200 million of annualised revenue over the full year of 2016.

3.2

Disposals th

On July 6 , 2016, SPIE completed the disposal of its Portuguese subsidiary, Tecnospie SA, which was reported under IFRS 5 as a discontinued operation in the Group’s consolidated accounts.

SPIE – H1 2016 FINANCIAL REPORT – 5

MANAGEMENT REPORT 4.

Financial review

4.1

Consolidated

Preliminary comment: H1 2015 figures presented in this Management Report have been restated, where applicable, in accordance with IFRS 5. Refer to Note 3.1 to the 2016 interim consolidated financial statements for further details. Consolidated revenue was €2,431.7 million in H1 2016, down -5.5% year-on-year, including a -7.4% organic contraction and a -0.6% foreign exchange impact, while acquisitions accounted for +2.5% (net of disposals). The organic contraction was due to Oil & Gas activities decreasing significantly against a strong H1 2015. Excluding Oil & Gas, overall revenue was stable in H1 2016, reflecting strict contract selectivity across all our businesses.

and strengthen our innovation capability, particularly with respect to the digitalisation of our services. In the Germany & Central Europe segment, we recorded a 5.5% growth in EBITA year-on-year despite a -2.6% revenue decrease (-5.4% organically at constant currency), as EBITA margin grew by 23 basis points. In Germany, the momentum remained excellent, with another strong margin increase, by 83 basis points year-on-year. Excluding the impact of exiting dilutive legacy contracts in 2015, which translated into organic contraction in H1 2016, like-for-like revenue improved, as well as the quality of the contract portfolio. In Switzerland, the ongoing restructuring of our operations resulted in a decrease in both revenue and margin in H1 2016; we expect the benefits of these measures to start to be apparent in early 2017.

1

EBITA amounted to €142.2 million, with EBITA margin at 5.8%, up 24 basis points relative to H1 2015. Once again, our four segments reported good margin improvements, demonstrating the soundness of the SPIE model, which prioritises profitability over volumes. Excluding Oil & Gas, EBITA was up 7.6% in H1 2016.

4.2

Segmental review

In the France segment, while the economic environment remained challenging, encouraging signs continued into Q2 and strengthened our confidence in a gradual improvement going forward. The private sector proved resilient during H1 2016, with sound trends in sectors such as Pharmaceuticals, Aeronautics, Food, and Telecoms. We remained very selective in order intake, especially in the public sector, and benefitted from the impact of cost saving measures implemented last year. As a result, EBITA increased by 2.9% year-on-year, as margin improved by 30 basis points while revenue was down -2.3% organically in H1 2016 (vs. -4.1% for the full year of 2015). We are moving ahead with the creation of two nationwide divisions, SPIE Facilities and SPIE CityNetworks, which will regroup our Technical Facility Management and Infrastructure and Telecom services activities, respectively. Alongside SPIE ICS and our network of regional divisions, they will constitute a more focused organisation which will enable us to enhance our client offering, improve our processes 1

EBITA represents, in the company’s internal reporting, profit from recurring operations before tax and financial expenses. EBITA is calculated before amortisation of allocated goodwill.

6 – SPIE – H1 2016 INTERIM FINANCIAL REPORT

The North-Western Europe segment reported a solid 8.9% year-on-year EBITA increase, and revenue growth of 3.6%, underpinned by a good contribution from the acquisitions made in 2015 in the UK and in the Netherlands. Organic growth at constant currency was -3.4%. In the UK, the referendum vote to leave the European Union has led to delayed decision-making by some customers, offsetting dynamic business trends in Belgium and the Netherlands. Segmental margin increased by 19 basis points, driven by continued improvement in the Netherlands and in Belgium, as we remain focused on high-quality business. The Oil & Gas and Nuclear segment reported a 87 basis points EBITA margin in spite of a -30.8% fall in revenue (-29.2% at constant currency). In Oil & Gas, customer activity has been significantly impacted by the drastic decline in oil prices at the beginning of the year, and remains subdued. In H1 2016, our service activities (excluding OCTG) recorded a -27% decrease in volumes at constant currency, against a strong H1 2015, whereas margins were well protected thanks to our highly flexible cost base. Revenue decline should be less in H2 2016. Volumes in our OCTG activity decreased sharply in H1 2016, by -89% at constant currency. Our Nuclear activity reported year-on-year growth in both revenue and margin, reflecting a strong position at the heart of the French nuclear industry.

MANAGEMENT REPORT 4.3

Results

4.3.1

Consolidated revenue under IFRS

Consolidated revenue under IFRS decreased by -7.9% year-on-year, at €2,448.6 million in H1 2016, primarily due to the contraction of the Group’s Oil & Gas activities.

The table below shows the reconciliation between consolidated revenue as per management accounts and consolidated revenue under IFRS. Refer to note 6.1 of the attached interim financial statements for further details.

€m Consolidated revenue as per management accounts OCTG activity Holdings activities Others Consolidated revenue under IFRS

4.3.2

H1 2016

H1 2015

2,431.7

2,573.1

(8.9) 19.5 6.3

65.4 18.3 1.8

2,448.6

2,658.5

Operating income

Consolidated operating income (including equityaccounted companies) amounted to €122.9 million in H1 2016, compared to €128.5 million in H1 2015 (-4.4%). The table below shows the reconciliation

between EBITA and consolidated operating income. Refer to note 6.1 of the attached interim financial statements for further details. H1 2016

€m

H1 2015

EBITA

142.2

144.2

Amortisation of intangible assets (allocated goodwill) Discontinued activities and restructuring costs Financial commissions Non-controlling interests Others

(19.8) (1.0) (0.9) (0.1) 2.5

(15.5) (0.9) 1.9 (1.2)

Consolidated operating income

122.9

128.5

4.3.3

Cost of net financial debt

Cost of net financial debt amounted to €(18.4) million in H1 2016, compared with €(127.1) million in H1 2015. Interest charges decreased significantly year-onyear, reflecting the new debt structure put in place in June 2015, with reduced debt levels and margins.

4.3.4

Pre-tax income reached €84.3 million in H1 2016, a strong improvement compared to H1 2015 (€0.7 million) resulting from significantly reduced cost of net financial debt. 4.3.5

In addition, H1 2015 net financial expenses were affected by non-recurring items related to the abovementioned refinancing, both cash (unwinding of swaps: €(12.0) million, second-lien facility early repayment call: €(3.7) million) and non-cash (amortisation of borrowing costs: €(57.4) million).

Pre-tax income

Income tax

A €(34.0) million income tax charge was recorded in H1 2016 (vs. €(9.7) million in H1 2015). This charge was computed using a 30% effective income tax rate (before the French ‘CVAE’ levy), applied to pre-tax income. 4.3.6 Net income attributable to owners of the parent Net income attributable to owners of the parent was €47.2 million, compared to a €(10.0) million net loss in H1 2015.

SPIE – H1 2016 FINANCIAL REPORT – 7

MANAGEMENT REPORT 4.4

Cash flow

Net cash flow from operating activities was €(104.1) million in H1 2016, compared to €(141.7) million in H1 2015. The first half decrease in financing from working capital (which stems from both the seasonality of the Group’s activity and the payment cycle of certain personnel and social security costs) was less strong in H1 2016 than in H1 2015, as H1 2015 was impacted by one-off delayed payments at June-end by a few specific clients. Net cash flow from investing activities amounted to €(116.7) million in H1 2016, compared to €(21.3) million in H1 2015. The difference primarily results from a higher net cash outflow from changes in perimeter, reflecting a higher M&A activity than in the same period last year (€(27.2) million outflow vs. €(10.3) million) as well as the effect from the change in 1 consolidation method of SONAID, the Group’s OCTG joint-venture, which is equity-accounted since January st 1 , 2016 (€(74.8) million). Capital expenditure amounted to €(15.5) million, broadly stable compared to their H1 2015 level of €(13.9) million and remained within the long term average when expressed as a percentage of revenue (0.6%). Net cash flow from financing activities amounted to €(37.3) million in H1 2016, compared with €(86.6) million in H1 2015. The H1 2016 outflow includes the payment of the 2015 dividend for €(77.0) million (€0.50 per share).

1

Oil Countries Tubular Goods : activities mainly related to trading of tubular goods (casing/ tubing) in Angola as part of development projects and pipe yard management

8 – SPIE – H1 2016 INTERIM FINANCIAL REPORT

SPIE implemented two refinancing transactions in the th first half of 2015. On January 13 , 2015 the company raised €625 million from a new term loan facility and €186 million from a Second Lien financing, and repaid €430 million of shareholder loan and the €375 million high yield bond, as well as the €44 million corresponding make-whole premium. At IPO th settlement, on June 11 , 2015, a total of €1,295 million in new term loan and revolving facilities and the €700 million capital increase (gross) were used to repay the existing term loans, revolving facilities and Second Lien financing. Net interest paid decreased from €(79.8) million in H1 2015 to €(16.4) million in H1 2016, benefitting from the new debt structure put in place in June 2015, with reduced debt levels and margins. Net interest paid was also impacted in H1 2015 by a €(12) million cash charge related to the unwinding of swaps. Including a €(7.0) million impact from changes in exchange rates (€10.5 million in H1 2015), net cash flow amounted to €(265.1) million in H1 2016, compared with €(239.3) million in H1 2015. th

Cash and cash equivalents as at June 30 , 2016 amounted to €286.7 million, compared to €254.3 th million as at June 30 , 2015.

MANAGEMENT REPORT 4.5

Balance sheet

Shareholder equity at June 2016 amounted to €1,294.8 million compared with €1,316.8 million at December 2015. Net financial debt as per balance sheet amounted to €1,235 million at June 2016 compared with €914 million as at December 2015. Corresponding net debt as per the Senior Facility Agreement totalled €1,248 million at the end of June 2016 (including €1,125 million Senior Term Loan Facility with a 5-year maturity

Group’s debt net/EBITDA ratio

and €150 million drawn from the Revolving Credit Facility, which has a 4-year maturity. Corresponding leverage stood at 3.2x EBITDA, down from 3.4x as at June 2015 (2.4x as at December 2015). The following margins apply to the group financial debt based on the ratchet table below:

Revolving Facility

Senior Term Loan Facility

> 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%

The Group’s liquidity is strong, with €286.7 million euros in cash and cash equivalent and €250 million of undrawn Revolving Credit Facility as at June 2016.

5.

2016 full-year outlook

We expect 2016 to be another year of EBITA growth, excellent cash conversion and strong M&A activity. In France, trends are improving slightly as expected. We are seeing continuing positive momentum in Germany, the Netherlands and Belgium. In the UK, we will ensure to adapt rapidly to the post-referendum environment, and in Switzerland, while we expect some improvement in the second half of the year, the full benefits of the ongoing restructuring process will not be felt until 2017. In our Oil & Gas business, market conditions remain challenging but we anticipate a moderation of the revenue decline in our service activities over the full year. OCTG volumes will remain very low.

6.

With 4 acquisitions in 2016 to date, we have acquired €84 million of annualised revenue and anticipate reaching our target of acquiring approximately €200 million over the full year. Including acquisitions, revenue should grow, for the whole of our non-Oil & Gas business, by c.3% instead of c.5% previously (largely as a result of adverse GBP/EUR FX movements). In keeping with the strong performance recorded in H1 2016, we now anticipate Group EBITA margin for the full year to grow by 15 to 20 basis points, instead of 10 to 15 basis points previously. Cash conversion should be 100%, consistent with our long term track record.

Transactions with related parties

No material related party transactions arose during the period ending June 2016 and there were no significant st changes concerning the related party transactions in the consolidated financial statements as at December 31 , 2015.

SPIE – H1 2016 FINANCIAL REPORT – 9

MANAGEMENT REPORT 7.

Risk factors

Risk factors do not differ from those identified in the 2015 Registration Document, which received the AMF th visa n° R. 16 - 0030 on April 28 , 2016.

Information on risk factors included in Section 4 ‘Risk factors’ of the 2015 Registration Document is complemented by the information included in note 19 of the interim consolidated financial statements as at th June 30 , 2016.

8. Statutory Auditor’s review report on the 2016 half-yearly financial information (Six-month period ended June 30th, 2016) This is a free translation into English of the statutory auditors' review report on the half-yearly financial information issued in French and is provided solely for the convenience of English-speaking users. This report includes information relating to the specific verification of information given in the Group’s half-yearly management report. This report should be read in conjunction with, and construed in accordance with, French law and professional standards applicable in France.

To the Shareholders, In compliance with the assignment entrusted to us by both a collective decision of your partners and your General Meeting, and in accordance with the requirements of Article L.451-1-2 III of the French Monetary and Financial Code (Code monétaire et financier) , we hereby report to you on: •

the review of the accompanying condensed halfyearly consolidated financial statements of SPIE th SA, for the six months ended June 30 , 2016;



the verification of the information contained in the half-yearly management report.

These condensed half-yearly consolidated financial statements are the responsibility of your Board of Directors. Our role is to express a conclusion on these financial statements based on our review. 1.

Conclusion on the financial statements

We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and

other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 – “Interim Financial Reporting”, as adopted by the European Union. 2.

Specific verification

We have also verified the information presented in the half-yearly management report in respect of the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements.

th

Neuilly-sur-Seine and Paris-La Défense, July 28 , 2016 The Statutory Auditors PricewaterhouseCoopers Audit Yan Ricaud

10 – SPIE – H1 2016 INTERIM FINANCIAL REPORT

ERNST & YOUNG et Autres Henri-Pierre Navas

MANAGEMENT REPORT 9. Statement by the person responsible for the half-year financial report as of June 30th, 2016 “I certify, to the best of my knowledge, that the condensed half-year consolidated financial statements have been prepared in accordance with the applicable financial reporting standards and give a true and fair view of the assets and liabilities, financial position and results of the operations of the Company and of the Group formed by the companies included in the consolidated financial statements, taken as a whole, and that the management report for the half-year period faithfully presents the important events that have occurred during the first six months of the financial year and their impact on the half-year financial statements, of the main transactions between related parties, as well as a description of the main risks and uncertainties in respect of the remaining six months of the financial year.” th

On July 28 , 2016 Mr Gauthier Louette Chairman and Chief Executive Officer, SPIE SA

SPIE – H1 2016 FINANCIAL REPORT – 11

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

12 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS CONTENTS 1.

CONSOLIDATED INCOME STATEMENT ......................................................................................................15

2.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME................................................................15

3.

CONSOLIDATED STATEMENT OF FINANCIAL POSITION .........................................................................16

4.

CONSOLIDATED CASH FLOW STATEMENT ...............................................................................................17

5.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY..........................................................................18

6.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ...................................................................19

NOTE 1.

GENERAL INFORMATION ................................................................................................................ 19

Accounting policies and measurement methods ...............................................................................................19 NOTE 2.

BASIS OF PREPARATION .................................................................................................................19

2.1.STATEMENT OF COMPLIANCE ............................................................................................................................... 19 2.2.ACCOUNTING POLICIES ................................................................................................................ 19 2.3.CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

NOTE 3. 3.1.

................................................................. 20

ADJUSTEMENTS ON PREVIOUS PERIODS ....................................................................................20

IFRS 5 RESTATEMENTS ............................................................................................................................20

Significant events of the period ............................................................................................................................21 NOTE 4.

SIGNIFICANT EVENTS .......................................................................................................................21

Scope of consolidation ..........................................................................................................................................21 NOTE 5.

SCOPE OF CONSOLIDATION ...........................................................................................................21

5.1.CHANGES IN SCOPE ................................................................................................................................................ 21 5.2.CHANGES IN METHOD ............................................................................................................................................. 22

Segment information..............................................................................................................................................22 NOTE 6.

SEGMENT INFORMATION .................................................................................................................22

6.1.INFORMATION BY OPERATING SEGMENT ............................................................................................................ 22 6.2.NON-CURRENT ASSETS BY ACTIVITY ................................................................................................................... 23 6.3.PERFORMANCE BY GEOGRAPHIC AREA .............................................................................................................. 24 6.4.INFORMATION ABOUT MAJOR CUSTOMERS ........................................................................................................ 24

Notes to the consolidated income statement ......................................................................................................24 NOTE 7.

OTHER OPERATING INCOME AND EXPENSES .............................................................................24

NOTE 8.

NET FINANCIAL COST AND FINANCIAL INCOME AND EXPENSES ............................................25

NOTE 9.

INCOME TAX .......................................................................................................................................25

9.1.TAX RATE................................................................................................................................................................... 25 9.2.CONSOLIDATED INCOME TAXES ............................................................................................................................ 25

NOTE 10.

DISCONTINUED OPERATIONS .....................................................................................................26

NOTE 11.

EARNINGS PER SHARE ................................................................................................................27

11.1.NET EARNINGS ....................................................................................................................................................... 27

SPIE – H1 2016 FINANCIAL REPORT – 13

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 11.2.NUMBER OF SHARES ............................................................................................................................................. 27 11.3.EARNINGS PER SHARE .......................................................................................................................................... 28

NOTE 12.

DIVIDENDS ..................................................................................................................................... 28

Notes to the statement of financial position........................................................................................................28 NOTE 13.

GOODWILL ......................................................................................................................................28

NOTE 14.

INTANGIBLE ASSETS ....................................................................................................................29

14.1.INTANGIBLE ASSETS – GROSS VALUES ............................................................................................................. 29 14.2.INTANGIBLE ASSETS – AMORTIZATION AND NET VALUES.............................................................................. 30

NOTE 15.

EQUITY ............................................................................................................................................31

NOTE 16.

PROVISIONS ...................................................................................................................................31

16.1.PROVISIONS FOR EMPLOYEE BENEFIT OBLIGATIONS ..................................................................................... 31 16.2.OTHER PROVISIONS ............................................................................................................................................... 31

NOTE 17.

WORKING CAPITAL REQUIREMENT ...........................................................................................33

NOTE 18.

FINANCIAL ASSETS AND LIABILITIES ........................................................................................33

18.1.NON-CONSOLIDATED SHARES ............................................................................................................................. 33 18.2.NET CASH AND CASH EQUIVALENTS .................................................................................................................. 34 18.3.BREAKDOWN OF FINANCIAL ENDEBTEDNESS .................................................................................................. 34 18.4.NET DEBT................................................................................................................................................................. 35 18.5.SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES ..................................................................................... 36 18.6.FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE EQUITY METHOD ............. 36

NOTE 19.

FINANCIAL RISK MANAGEMENT .................................................................................................37

19.1.DERIVATIVE FINANCIAL INSTRUMENTS .............................................................................................................. 37 19.2.INTEREST RATE RISK ............................................................................................................................................ 37 19.3.FOREIGN EXCHANGE RISK ................................................................................................................................... 37 19.4.COUNTERPARTY RISK ........................................................................................................................................... 40 19.5.LIQUIDITY RISK ....................................................................................................................................................... 40 19.6.CREDIT RISK............................................................................................................................................................ 40

Other notes .............................................................................................................................................................41 NOTE 20.

RELATED PARTY TRANSACTIONS .............................................................................................41

NOTE 21.

CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS .....................41

21.1.OPERATING LEASE COMMITMENTS .................................................................................................................... 41 21.2.OPERATIONAL GUARANTEES .............................................................................................................................. 41 21.3.PLEDGING OF SHARES .......................................................................................................................................... 41

NOTE 22.

SUBSEQUENT EVENTS .................................................................................................................42

22.1.SALE OF TECNOSPIE IN PORTUGAL .................................................................................................................... 42 22.2.EXTERNAL GROWTH .............................................................................................................................................. 42

14 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 1. CONSOLIDATED INCOME STATEMENT In thousands of euros

Notes

First Half 2016

First Half 2015 Restated*

Revenue Other income Operating expenses Recurring operating income

6

2,448,610 17,560 (2,345,707) 120,463

2,658,540 13,413 (2,542,484) 129,469

Other operating expense Other operating income Operating income

7 7

(989) 3,276 122,750

(6,087) 5,030 128,412

173

113

122,923

128,525

(18,473) 81 (18,392) (26,081) 5,841 (20,240) 84,291

(127,683) 616 (127,067) (24,287) 23,564 (723) 735

Net income (loss) from companies accounted for under the equity method Operating income including companies accounted for under the equity method Interests charges and losses from cash equivalents Gains from cash equivalents Costs of net financial debt Other financial expenses Other financial incomes Other financial incomes and expenses Pre-tax income

8

8

Income tax expenses Net income from continuing operations

9

(33,995) 50,296

(9,703) (8,968)

Net income from discontinued operations

10

(3,026)

(1,917)

47,270

(10,885)

50,179 117 50,296

(8,097) (872) (8,969)

47,153 117 47,270

(10,013) (872) (10,885)

NET INCOME Net income from continuing operations attributable to: . Owners of the parent . Non-controlling interests Net income attributable to: . Owners of the parent . Non-controlling interests * Comparative data for the first half of 2015 have been restated, See Note 3

2. CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME In thousands of euros

First Half 2016

Net income recognized in income statement Actuarial losses on post-employment benefits Tax effect Items that will not be reclassified to income Currency translation adjustments Fair value adjustments on future cash flows Other Tax effect Items that may be reclassified to income

47,270

First Half 2015 Restated*

4,133 531

(10,885) (7,601) 1,597 (6,004) (3,151) 13,656

(183) 4,481

(4,784) 5,721

TOTAL COMPREHENSIVE INCOME

51,751

(11,168)

Attributable to: . Owners of the parent . Non-controlling interests

51,613 138

(10,650) (519)

* Comparative data for the first half of 2015 have been restated, See Note 3

SPIE – H1 2016 FINANCIAL REPORT – 15

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 3. CONSOLIDATED STATEMENT OF FINANCIAL POSITION In thousands of euros Non-current assets Intangible assets Goodwill Property, plant and equipment Investments in companies accounted for under the equity method Non-consolidated shares and long-term loans Other non-current financial assets Deferred tax assets Total non-current assets Current assets Inventories Trade receivables Current tax receivables Other current assets Other current financial assets Cash management financial assets Cash and cash equivalents Total current assets from continuing operations Assets classified as held for sale Total current assets

Notes

14 13 18 18 9

18 18 10

TOTAL ASSETS

June 30, 2016

Dec 31, 2015* Restated

781,297 2,151,100 102,248 2,834 52,446 5,025 242,335 3,337,285

791,992 2,148,937 110,095 2,837 44,925 8,713 244,613 3,352,112

23,222 1,453,999 26,745 299,296 9,509 111,128 185,502 2,109,401 26,707 2,136,108

24,935 1,463,885 24,904 227,112 8,540 245,777 358,013 2,353,166 14,480 2,367,646

5,473,393

5,719,758

*See Note 3

In thousands of euros Equity Share capital Share premium Consolidated reserves Net income attributable to the owners of the parent Equity attributable to owners of the parent Non-controlling interests Total equity Non-current liabilities Interest-bearing loans and borrowings Non-current provisions Accrued pension and other employee benefits Other non-current liabilities Deferred tax liabilities Total non-current liabilities Current liabilities Trade payables Interest-bearing loans and borrowings Current provisions Income tax payable Other current operating liabilities Total current liabilities from continuing operations Liabilities associated with assets classified as held for sale Total current liabilities TOTAL EQUITY AND LIABILITIES *See Note 3

16 – SPIE – H1 2016 FINANCIAL REPORT

Notes

June 30, 2016

Dec 31, 2015* Restated

15

72,416 1,170,496 2,008 47,153 1,292,073 2,681 1,294,754

72,416 1,170,496 29,919 45,281 1,318,112 (1,277) 1,316,835

18 16

1,125,111 49,089 277,939 6,445 308,807 1,767,391

1,121,803 73,054 272,353 8,110 310,375 1,785,695

751,799 406,408 85,894 25,388 1,118,639 2,388,128 23,120 2,411,248

901,535 395,734 98,788 28,340 1,184,647 2,609,044 8,184 2,617,228

5,473,393

5,719,758

9

18 16 16 17 10

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 4. CONSOLIDATED CASH FLOW STATEMENT In thousands of euros

Notes

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE PERIOD Operating activities Net income Loss from companies accounted for under the equity method Depreciation, amortization, and provisions Proceeds on disposals of assets Dividend income Income tax expense Elimination of costs of net financial debt Other non-cash items Internally generated funds from (used in) operations Income tax paid Changes in operating working capital requirements Dividends received from companies accounted for under the equity method Net cash flow from (used in) operating activities Investing activities Effect of changes in the scope of consolidation Acquisition of property, plant and equipment and intangible assets Net investment in financial assets Changes in loans and advances granted Proceeds from disposals of property, plant and equipment and intangible assets Proceeds from disposals of financial assets Dividends received Net cash flow from (used in) investing activities Financing activities Issue of share capital Costs of the capital increase Proceeds from loans and borrowings Repayment of loans and borrowings Net interest paid Dividends paid to owners of the parent Dividends paid to non-controlling interests Other cash flows from (used in) financing activities Net cash flow from (used in) financing activities Impact of changes in exchange rates Impact of changes in accounting policies Net change in cash and cash equivalents CASH AND CASH EQUIVALENTS AT END OF THE PERIOD

18

First Half 2016 551,799

First Half 2015 493,598

47,271 (172) 9,083 6 34,283 18,400 3,956 112,827 (22,803) (194,313)

(10,886) (113) 23,933 3,220 8,740 127,077 (5,474) 146,497 (35,687) (252,720)

175

175

(104,114)

(141,735)

(101,993) (15,482) (1,248)

(10,286) (13,880) (138) 2,743

2,033

287

(116,690)

8 (21,266)

102,363 (46,078) (16,381) (77,037) (170) (37,303) (7,008) (265,115)

700,000 (11,347) 2,163,345 (2,858,772) (79,827) (86,601) 10,476 (137) (239,263)

286,687

254,335

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 18.2.

SPIE – H1 2016 FINANCIAL REPORT – 17

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 5. CONSOLIDATED STATEMENT OF CHANGES IN EQUITY In thousands of euros except for the number of shares AT DECEMBER 31, 2014 Restated*

Foreign Number of Additional ConsoliCash flow currency Share dated outstanding paid-in hedge capital translation capital reserves reserves shares reserves 39,634,070

39,634

Net income Other comprehensive income (OCI) Total comprehensive income Distribution of dividends Share issue - Issuing of primary shares - Capitalization of the shareholder loan Change in the scope of consolidation and other - Legal reorganisation** - Split of the nominal value of the ordinary shares Other movements AT JUNE 30, 2015

356,708

25,339

Equity Non attribucontroltable to ling owners of interests the parent

OCI, and others

285

(9,848)

(55,950)

(3,504)

8,872

(6,004)

(3,504)

8,872

(6,004)

(10,013)

-

-

(10,013)

42,424,242

19,673

660,327

6,886

10,672,387

4,949

171,145

356,169

7,042

363,211

(10,013)

(872)

(10,885)

(636)

353

(283)

(10,649)

(519)

(11,168)

686,886

686,886

176,094

176,094 (233)

18,416,100

5,302

(65,358)

50,788

Total equity

(233)

(9,268)

(9,268)

(2)

(2)

(2)

38,853,201

150,000,000

69,558 1,122,822

73,000

(3,219)

(976)

(61,956)

1,199,230

6,290 1,205,520

AT DECEMBER 31, 2015 154,076,156

72,416 1,170,496

133,328

497

(188)

(58,437)

1,318,112

(1,277) 1,316,835

4,112

348

4,112

348

Net income Other comprehensive income (OCI) Total comprehensive income Distribution of dividends

47,153

-

-

-

(77,038)

Share issue Change in the scope of consolidation and other Other movements AT JUNE 30, 2016

47,153

103,439

Notes to the consolidated statement of changes in equity See Note 15.

18 – SPIE – H1 2016 FINANCIAL REPORT

47,270

21

4,481

51,613

138

51,751

(610)

(4) 72,416 1,170,496

117

4,460

(77,038)

(610)

154,076,156

47,153

3,999

160

(58,437)

(77,038)

3,821

3,211

(4)

(4)

1,292,073

2,681 1,294,754

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 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. As at June 30, 2016, it owned 39,314,839 SPIE SA shares, representing 25,52% of the capital and voting rights. The SPIE Group interim consolidated financial statements were authorized for issue by the Board of Directors on July 28, 2016.

Accounting policies and measurement methods NOTE 2. 2.1.

BASIS OF PREPARATION STATEMENT OF COMPLIANCE

The Group condensed interim consolidated financial statements have been prepared in compliance with IAS 34 – Interim Financial Reporting. As these are condensed interim financial statements, they do not contain all the disclosures required under the International Financial Reporting Standards (IFRS). They should therefore be read in conjunction with the Group’s consolidated financial statements for the year ended December 31, 2015, which were prepared in compliance with IFRS as adopted by the European Union.

2.2.

ACCOUNTING POLICIES

The accounting policies applied in the preparation of the Group’s interim consolidated financial statements are identical to those used for the year ended December 31, 2015 and described in the notes to the 2015 financial statements, with the exception of regulations specific to the preparation of interim financial statements and new standards and interpretations. New standards and interpretations applicable from January 1, 2016 -

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 and IAS 28 “Sale or contribution of assets between an investor and its Associate or Joint Venture”; Amendment to IAS 1 “Presentation of financial statement - Disclosure initiative”.

Published new standards and interpretations for which application is not mandatory as of January 1, 2016 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: -

IFRS 9 “Financial instruments”; IFRS 15 “Revenue from contracts with customers”; IFRS 16 “Lease contracts”; Amendment to IAS 7”Statement of Cash Flow”: information to provide; Amendment to IAS 12 “Income Tax”: recovery of underlying assets.

SPIE – H1 2016 FINANCIAL REPORT – 19

INTERIM CONSOLIDATED FINANCIAL STATEMENTS The Group is currently assessing the impact and practical implications resulting from the application of the standards and interpretations published by the IASB on June 30, 2016, but whose application is not yet compulsory. Impairment of assets No indication of impairment was identified as of June 30, 2016. As a result, no interim impairment tests were performed. Employee benefit obligations The net provision for pensions and other employee benefits as at June 30, 2016 is calculated on the basis of the latest available valuations as at December 31, 2015. Actuarial assumptions are reviewed to take into account any potential significant changes or one-off impacts during the first half of the year. This review did not led to the identification of significant actuarial differences as at June 30, 2016 compared to the amounts of the Group’s equity and to the employee benefit obligations. Income taxes Current and deferred income tax expense is calculated by applying the estimated income tax rate that would be applicable to year-end 2016 taxable income, i.e., by applying the average effective annual tax rate for the current year to the Group’s taxable income for the current period. Seasonality Working capital requirements are seasonal, although they are negative throughout the year due to the contractual structure of the activity and to a dynamic approach of the Group in terms of invoicing and cash collection. The Group’s cash flow is generally negative during the first half of the year due to the seasonality of the Group’s activity (which is less significant during the first half of the year) and also due to the payment cycle of certain personnel costs and social security contributions. By contrast, cash flow is typically positive in the second half of the year due to the increased level of activities during that period generating higher invoicing and collection.

2.3.

CRITICAL ACCOUNTING ESTIMATES AND ASSUMPTIONS

The preparation of the consolidated financial statements in accordance with IFRSs is based on management estimates and assumptions used to determine the value of assets and liabilities at the reporting date, as well as income and expenses reported during the period. The main sources of uncertainty relating to key assumptions and estimates are related to the impairment of goodwill, employee benefits, revenue recognition and profit margin recognition on long-term service agreements, provisions for liabilities and charges and deferred tax assets recognition.

NOTE 3. 3.1.

ADJUSTEMENTS ON PREVIOUS PERIODS IFRS 5 RESTATEMENTS

The accounts for 2015 have been restated pursuant to IFRS 5 (non-current assets held for sale and discontinued operations). These restatements refer specifically to: -

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 (see Note 10). The disposal of TecnoSPIE SA in Portugal which was initiated in December 2015 (see Note 10).

20 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS Significant events of the period NOTE 4.

SIGNIFICANT EVENTS

Nil.

Scope of consolidation NOTE 5. 5.1.

SCOPE OF CONSOLIDATION CHANGES IN SCOPE

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; companies temporarily held as financial assets newly created companies; companies disposed of.

5.1.1. COMPANIES ACQUIRED DURING THE PERIOD On January 1st, 2016 SPIE acquired the Dutch 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 an annual turnover of approximately €18 million in 2015. The transferred counterpart stands at €3 million. On January 8, 2016 SPIE 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 a turnover of approximately €38 million in 2015. The transferred counterpart stands at €16.7 million. On January 29, 2016, the Group acquired the Belgium company CRIC (Climatisation Réfrigération Industrielle & Commerciale, Air conditioning Industrial and commercial refrigeration) specialised 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 a turnover of approximately €4 million in 2015. The transferred counterpart stands at €3.9 million. On February 16, 2016, SPIE acquired the Dutch company GPE Technical Services. Specialised in steam and condensate systems, GPE Technical Services employs 7 employees and generated a turnover 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. 5.1.2.

COMPANIES ACQUIRED DURING PREVIOUS PERIODS

The Thermat and Villanova companies acquired in December 2015 in France have also been consolidated in the Group’s accounts in 2016.

SPIE – H1 2016 FINANCIAL REPORT – 21

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 5.1.3. COMPANIES TEMPORARILY HELD AS FINANCIAL ASSETS On May 17, 2016, SPIE acquired the RDI group though its subsidiary SPIE ICS (formerly SPIE Communications). Founded in 1986, the RDI group has expanded from its historic site in Nîmes, to reach in 2015 revenues of circa 36.3 million euros. The company employs around 180 employees, on three sites: Nîmes, Nice, and Gemenos (Marseille). This acquisition enables SPIE to expand its expertise and competencies in managed services, IT infrastructures integration, application and cloud service. The transferred counterpart stands at €7.9 million.

5.1.4. NEWLY CREATED COMPANIES Nil.

5.1.5. ENTITIES DISPOSED OF On August 25, 2015 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.

5.2.

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 18.5).

Segment information NOTE 6.

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.

6.1.

INFORMATION BY OPERATING SEGMENT

Revenue (as per management accounts) represents the operational activities conducted by the Group's companies, while consolidating on a proportionate basis subsidiaries that have minority shareholders 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 January 1 to June 30, 2016 Revenue (as per management accounts) EBITA EBITA as a % of revenue (as per management accounts) January 1 to June 30, 2015 Revenue (as per management accounts) EBITA EBITA as a % of revenue (as per management accounts)

France

Germany and Central Europe

Oil & Gas and Nuclear

Holdings

TOTAL

1,063.1 64.0

435.7 13.2

642.5 25.1

290.3 28.2

11.7

2,431.7 142.2

6.0%

3.0%

3.9%

9.7%

n/a

5.8%

1,086.3 62.1

447.2 12.5

620.1 23.1

419.6 37.1

9.4

2,573.1 144.2

5.7%

2.8%

3.7%

8.8%

n/a

5.6%

* Comparative data for the first half of 2015 have been restated, See Note 3

22 – SPIE – H1 2016 FINANCIAL REPORT

NorthWestern Europe

INTERIM CONSOLIDATED FINANCIAL STATEMENTS Reconciliation between revenue (as per management accounts) and revenue under IFRS First Half 2016 2,431.7 (8.9) 19.5 6.3 2,448.6

In millions of euros Revenue (as per management accounts) SONAID Holding activities Others Revenue under IFRS

(a) (b) (c)

First Half 2015 restated* 2,573.1 65.4 18.3 1.8 2,658.5

* Comparative data for the first half of 2015 have been restated, See Note 3

(a) SONAID is consolidated using the equity method since the Group lost the decision-making control during the first half of 2016 (see Note 18.6). (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 incurred on behalf of partners); Restatements of revenue from entities consolidated under the equity method. Reconciliation between EBITA and operating income First Half 2016 142.2 (19.8) (1.0) (0.9) (0.1) 2.5 122.9

In millions of euros EBITA Amortization of intangible assets (allocated goodwill) Discontinued activities and restructuring costs Financial commissions Non-controlling interests Others Consolidated Operating Income

(a) (b) (c)

First Half 2015 restated* 144.2 (15.5) (0.9) 1.9 (1.2) 128.5

* Comparative data for the first half of 2015 have been restated, See Note 3

(a) Costs related to the ongoing restructuring in Switzerland. (b) Non-controlling interests correspond to Group’s Share of SONAID’s operating income (55%) in H1 2016 and nongroup share (45%) in H1 2015. In the Group’s IFRS consolidated accounts, SONAID is equity-accounted since st January 1 , 2016 and was fully consolidated before, whereas it is accounted proportionally in the Group’s EBITA in both periods. (c) Other items mainly include the capital gain subsequent to the change in consolidation method of SONAID pursuant to IFRS 11 (€5.3 million), to a restatement made pursuant to IFRIC 21 (€(2.1) million) and costs related to external growth projects.

6.2.

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 June 30, 2016 December 31, 2015

France 270,026 271,582

North-Western Europe 266,525 141,112 264,455 143,938

Germany & CE

Oil & Gas Nuclear 37,807 43,971

Holdings 2,319,176 2,327,078

TOTAL 3,034,645 3,051,024

SPIE – H1 2016 FINANCIAL REPORT – 23

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 6.3.

PERFORMANCE BY GEOGRAPHIC AREA

Revenue under IFRS is broken down by geographical location of customers. In thousands of euros January to June 2016 Revenue under IFRS January to June 2015 Revenue under IFRS

6.4.

France

Germany

Rest of the world

TOTAL

1,244,914

352,657

851,039

2,448,610

1,276,188

345,061

1,037,291

2,658,540

INFORMATION ABOUT MAJOR CUSTOMERS

No external customer individually represents 10% or more of the Group’s consolidated revenue.

Notes to the consolidated income statement NOTE 7.

OTHER OPERATING INCOME AND EXPENSES

Other operating income and expenses break down as follows: In thousands of euros Business combination acquisition costs Net book value of financial assets and security disposals Net book value of assets Other operating expenses Total other operating expenses Gain on security disposals Gains on asset disposals Other operating income Total other operating income Other operating income and expenses

Notes (a) (b) (c) (d) (e)

First Half 2016 (414) 5,211 (1,982) (3,804) (989) 1,981 1,295 3,276 2,287

First Half 2015 restated (3,625) (619) (1,844) (6,087) 908 260 3,863 5,030 (1,057)

(a) “Business combination acquisition costs” relate to the acquisitions of Hartmann by SPIE GmbH, of Leven by SPIE UK 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 to the NBV booked consequently to the loss of control of SONAID entity by SPIE OGS for an amount of € 5,260 thousands, and to the share disposal of SPIE Czech of €(49) thousand. 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) The “other operating expenses” mainly correspond to penalties on contracts and, in 2016, to the restructuring costs in Switzerland. (d) The gains on security disposals corresponded in 2015 to the disposal of Stadion Nürnberg Betriebs GmbH. (e) The “other operating income” mainly correspond to penalties received and to the reversal of provisions. In 2015, this line also included the reversal of provision related to the shares of the Chilean entity disposed by S.B.T.P. for €2,917 thousand.

24 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 8.

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 Interest expenses Interest expenses on financial leases Interest expenses on cash equivalents Interest expenses and losses on cash equivalents Interest income on cash equivalents Net proceeds on sale of marketable securities Gains on cash and cash equivalents Costs of net financial debt Loss on exchange rates Allowance for financial provisions for pensions Autres charges financières Total other financial expenses Gain on exchange rates Reversal of financial provisions for pensions Gains on financial assets excl. cash and cash equivalents Allowance / Reversal on financial assets Other financial income Total other financial income Other financial income and expenses

Notes

(a) (b)

First Half 2016 (18,161) (299) (13) (18,473) 58 23 81 (18,392) (22,973) (2,624) (483) (26,081) 5,098 8 735 5,841 (20,240)

First Half 2015 restated (127,352) (290) (41) (127,683) 574 42 616 (127,067) (17,286) (2,431) (4,570) (24,287) 18,663 258 2,787 1,856 23,564 (723)

(a) The variation between the first half of 2015 and the first half of 2016 (€108.7 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 (see Note 18.3). st (b) The variation of the exchange rate between pound sterling and euro during the 1 half of 2016 contributed to losses on exchange rates up to a net amount of €14,751 thousand, without any significant cash impact.

NOTE 9. 9.1.

INCOME TAX TAX RATE

The effective tax rate on income for the period ended June 30, 2016 stands at 30%, in line with the 2015 and 2014 rates, excluding CVAE and adjusted for non-recurring items. To the tax expense calculated based on this tax rate, the CVAE of the period must be added.

9.2.

CONSOLIDATED INCOME TAXES

Income taxes are detailed as follows: First Half 2016

In thousands of euros Income tax expense reported in the income statement Current income tax Deferred income tax Total income tax reported in the income statement Income tax expense reported in the statement of comprehensive income Net (loss)/gain on cash flow hedge derivatives Net (loss)/gain on post-employment benefits Total income tax reported in the statement of comprehensive income

(a)

First Half 2015 restated

(31,966) (2,028) (33,995)

(30,009) 20,306 (9,703)

(183) (183)

(4,784) 1,597 (3,187)

(a) The pre-IPO financial debt refinancing process of June 2015 led to a reversal of deferred tax liabilities which had been generated in 2014 by the refinancing costs (these costs had been integrated following the amortized cost method over the duration of the related loans). In 2016, the deferred tax amount derives from the application of the effective tax rate (see Note 9.1).

SPIE – H1 2016 FINANCIAL REPORT – 25

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 10.

DISCONTINUED OPERATIONS

The Group’s assets held for sale and discontinued operations requiring the application of IFRS 5 are outlined below:

In thousands of euros TecnoSPIE SA Lines and substations businesses related to ONEE client of SPIE Maroc Foraid Algérie SGTE Ingénierie Advago SA SPIE Hellas SA SPIE Oil

& Gas Services UK

TOTAL

-

-

First Half 2016 Contribution to Revenue net income 9,547 (607)

First Half 2015 Contribution to Revenue net income 8,425 (1,372)

1,769

(2,564)

2,384

(174)

1,623 -

166 (15) (6) -

1,948 2,291 -

(62) (18) (3) (288) -

12,939

(3,026)

15,048

(1,917)

The disposal of TechnoSPIE SA in Portugal, initiated in December 2015 was still in progress as at June 30, 2016. On June 13, 2016, SPIE Group signed a disposal agreement and the sale was completed on July, 6 (see Note 22.1). The discontinuation of the lines and substations activities of the ONEE (Office National de l’Electricité et de l’Eau potable) client of SPIE Maroc, initiated in march 2016 was still in progress as at June 30, 2016. The disposal process of Foraid Algérie, initiated in 2011, was still in progress as at June 30, 2016. The liquidation process of SGTE Ingénierie located in France, started in 2007, was still in progress as at June 30, 2016. The entities Advago SA in Greece were acquired on September 6, 2013, together with the Services Solutions activity of the Hochtief Group in Germany. The disposal process was initiated in 2014 and was still in progress as at June 30, 2016.

Entities classified as held for sale, which have no impact on the 2016 financial statements: - SPIE Hellas, located in Greece, was acquired together with the Services Solution activity of the Hochtief Group in Germany on September 6, 2013. The disposal process was initiated in 2015 and the company was disposed on August 19, 2015. - SPIE Oil & Gas Services UK, a subsidiary of SPIE Oil & Gas Services, for which a disposal process was initiated at the beginning of 2013, was liquidated on November 11, 2015. Yet, the entity had no impact anymore on the Group’s accounts.

As a result, as at June 30, 2016, the financial statements of TecnoSPIE, Foraid Algérie, SGTE Ingénierie, Advago SA and the lines and and substations activities of the ONEE client of SPIE Maroc 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 June 30, 2016. Assets and liabilities of these activities have been valued at their fair value less potential costs of sale of the assets.

26 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 11.

EARNINGS PER SHARE

11.1. NET EARNINGS In thousands of euros Continuing operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) (-) Basic earnings attributable to preferential owners Earnings from continuing operations distributable to shareholders of the Company, used for the calculation of the earnings per share Earnings from discontinued operations distributable to shareholders of the Company, used for the calculation of the earnings per share Total operations Basic earnings from continuing operations attributable to owners of the parent (excluding minority shareholders) (-) Basic earnings attributable to preferential owners Earnings attributable to shareholders of the Company, used for the calculation of the earnings per share

June 30, 2016

Dec 31, 2015 Restated

June 30, 2015 Restated

50,179

49,266

(8,097)

-

-

-

50,179

49,266

(8,097)

(3,026)

(5,143)

(1,917)

47,153

44,122

(10,013)

-

-

-

47,153

44,122

(10,013)

11.2. NUMBER OF SHARES

Number of shares at period end

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

June 30, 2016

Dec 31, 2015

June 30, 2015

154,076,156

154,076,156

150,000,000

June 30, 2016

Dec 31, 2015

June 30, 2015

154,076,156

127,544,489

104,636,465

-

-

-

154,076,156

127,544,489

104,636,465

There has been no change in the number of shares during the first half of 2016. Likewise, no diluted instrument has been issued by the parent company during the period. In compliance with “IAS 33- Earnings per share”, the weighted average number of ordinary shares in the first half of 2015 (and for all presently shown periods) has been adjusted to take into account events that impacted the number of outstanding shares without having a corresponding impact on the entity’s resources. Consequently, the split of the nominal value of ordinary shares of SPIE SA on June 9, 2015 in order to bring from one euro (1€) to approximately 0.46 euro per ordinary share, has led to consequential multiplication of the initial number of ordinary shares representing the share capital of SPIE SA (from 33,596,102 ordinary shares to a total number of 72,449,303). For purposes of comparison, this new number of existing shares has been used for all shown periods for the calculation of the weighted average number of outstanding ordinary shares. Furthermore, for all periods shown, the 4,337,968 A Preferred shares (ADP A) and the 1,700,000 B Preferred shares (ADP B) which were cancelled on June 11, 2015, have been included in the total amount of 26,516,769 ordinary shares. This number of ordinary shares results from the exchange ratio applied in return for SPIE 20 and SPIE 350 shareholders’ ADP A and B preferred shares when they were merged into SPIE SA on June 11, 2015.

SPIE – H1 2016 FINANCIAL REPORT – 27

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 11.3. EARNINGS PER SHARE In thousands of euros

June 30, 2016

Dec 31, 2015 Restated

June 30, 2015 Restated

0.33 0.33

0.39 0.39

(0.08) (0.08)

(0.02) (0.02)

(0.04) (0.04)

(0.02) (0.02)

0.31 0.31

0.35 0.35

(0.10) (0.10)

Continuing operations . Basic earnings per share . Diluted earnings per share Discontinued operations . Basic earnings per share . Diluted earnings per share Total operations . Basic earnings per share . Diluted earnings per share

NOTE 12.

DIVIDENDS

On May 31, 2016, the Group proceeded to the payment of dividends which had previously been approved by the Annual Shareholders’ Meeting of May 25, 2016 for an amount of €0.50 per share, i.e. a global amount of €77,038 thousand euros.

Notes to the statement of financial position The following notes relate to the assets and liabilities of continuing operations as at June 30, 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 13.

GOODWILL

The following table shows the changes in carrying amount of goodwill by cash generating unit:

In thousands of euros CGU - SPIE Ile de France NordOuest CGU - SPIE Est CGU - SPIE Sud Est CGU - SPIE Sud Ouest CGU - SPIE Ouest Centre CGU - SPIE ICS (formerly SPIE Communications) CGU - SPIE Holding GmbH CGU - SPIE ICS A.G. (Switzerland) CGU - SPIE UK CGU - SPIE Nederland CGU - SPIE Belgium CGU - SPIE Nucléaire CGU - SPIE OGS Total goodwill

Dec 31, 2015

Acquisitions and adjustments of Disposals preliminary goodwill

Change in scope of consolidation and other

Translation adjustments

275,689 91,944 196,725 230,648 218,736

275,689 749

(102)

158,202 125,853 46,893 198,193 147,275 77,763 127,802 253,227 2,148,937

June 30, 2016

91,944 197,372 230,648 218,736 158,202

435 (1,308) (2,877)

764 2,827 1,674

6,449

-

-

(4,287)

126,288 45,585 196,080 150,102 79,437 127,802 253,227 2,151,100

Acquisitions and goodwill adjustments which occurred between January and June 2016 mainly relate to: The initialization of the process of purchase price allocation for SPIE Sud Est related to the acquisition of Thermat and Villanova in December 2015 for a global amount of €749 thousand; For SPIE Holding GmbH: o The ongoing process of purchase price allocation related to the acquisition of Cromm Und Co. GmbH in October 2015 for a global amount of €100 thousand;

28 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS The initialization of the process of purchase price allocation related to the acquisition of the Hartmann group in January 2016, for a global amount of €335 thousand; The ongoing process of purchase price allocation for SPIE Limited related to the acquisition of SPIE Leven Energy Services Ltd in July 2015 for an amount of €764 thousand; For SPIE Nederland B.V., to the initialization of the purchase price allocation process related to the acquisition of Jansen Venneboer in January 2016 for an amount of €2,335 thousand and of GPE Technical Services B.V in February 2016 for an amount of €492 thousand. To the initialization of the purchase price allocation process for SPIE Belgium which relates to the acquisition of CRIC Sprl in January for an amount of €1,674 thousand. o

-

-

Currency translation adjustments mainly relate to: €(102) thousand for all Swiss entities within the SPIE Sud Est CGU; €(1,308) thousand in SPIE ICS (formerly known as SPIE Connectis) in Switzerland; And to €(2,877) thousand for all British entities with the SPIE UK CGU.

NOTE 14.

INTANGIBLE ASSETS

14.1. INTANGIBLE ASSETS – GROSS VALUES In thousands of euros Gross value At Dec 31, 2014 Business combination effect Other acquisitions in the period Disposals in the period Exchange difference Other movements Assets held for sale At Dec 31, 2015 Business combination effect Other acquisitions in the period Disposals in the period Exchange difference Other movements Assets held for sale At June 30, 2016

Concessions, patents, licenses 7,161 448 (1) (15) (821) 6,772 269 (11) 5 482 7,517

Brands

Backlog and customer relationship

755,010 (1,589)

147,434 15,241

1,329

1,140

754,750 1,595

163,815 6,907

(839)

(1,614)

755,506

169,108

Others

Total

74,401 115 7,831 (11) 425 240 (106) 82,895 36 5,674 (3) (374) (554)

984,006 13,767 8,279 (12) 2,879 (581) (106) 1,008,232 8,538 5,943 (14) (2,822) (72)

87,674

1,019,805

Period ended June 30, 2016 Brands mainly correspond to the value of the SPIE brand (which amounts to €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 line “Business combination effect”, which concerns the brands, and backlog and customer relationships, corresponds to the impacts of the ongoing purchase price allocation processes on the Hartmann group, acquired by SPIE GmbH, which was temporarily allocated to the brand for €1,595 thousand, to the customer relation asset for € 6,375 thousand and to the backlog asset for €532 thousand. The “Other acquisitions in the period”, representing € 5,674 thousand relate to other intangible assets (mainly softwares) mainly held by SPIE GmbH for an amount of € 3,701 thousand and by SPIE Limited for an amount of €885 thousand. It also relates to intangible assets in progress within several entities of the Group and amounting in total €956 thousand.

SPIE – H1 2016 FINANCIAL REPORT – 29

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 14.2. INTANGIBLE ASSETS – AMORTIZATION AND NET VALUES In thousands of euros

Concessions patents, licenses

Brands (a)

Amortization At Dec. 31, 2014 Amortization for the period Reversal of impairment losses Disposals in the period Exchange difference Other movements Assets held for sale At Dec. 31, 2015 Amortization for the period Reversal of impairment losses Disposals in the period Exchange difference Other movements Assets held for sale At June 30, 2016 Net value At Dec. 31, 2014 At Dec. 31, 2015 At June 30, 2016

(6,095) (449)

Backlog and customer relationship (b)

(41,890) (17,662) 1,799

(69,116) (20,331) 90

1 11 905

(1,519)

(278)

(5,627) (248)

(59,273) (10,573)

(89,634) (9,261)

11 (4) 160

839

(5,709) 1,066 1,145 1,808

Others

(53,774) (7,972)

Total

11 (76) (2) 106 (61,707) (3,741)

(170,875) (46,414) 1,889 12 (1,862) 903 106 (216,241) (23,823)

507

3 135 (94)

14 1,476 66

(69,007)

(98,388)

(65,404)

(238,508)

713,120 695,477 686,498

78,319 74,181 70,721

20,626 21,188 22,270

813,131 791,992 781,297

Period ended June 30, 2016 Amortization of intangible assets during the period includes: (a) The amortization of the brands SPIE Matthew Hall for €8,162 thousand as a 36 month amortization plan st implemented on September 1 , 2013, Juret for €1,719 thousand, Hartmann for €280 thousand (amortization over 3 years), Fleischhauer for €216 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 €3,114 thousand, to Leven for €1,354 thousand, to SPIE ICS (formerly Connectis) for €932 thousand, to Infrastructure Services & Projects for €816 thousand, to Fleischhauer for €451 thousand, to Hartmann for € 398 thousand, to Scotshield for € 285 thousand, to Numac for €271 thousand, to GVDD for € 257 thousand, to the activity of ENS Limited for €130 thousand and to Devis for €83 thousand. The amortization of backlogs for the current period corresponds to the backlogs of SPIE GmbH for €882 thousand, of Hartmann for €249 thousand and for € 39 thousand of SPIE ICS (formerly Connectis) and Scotshield.

30 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 15.

EQUITY

As at June 30, 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:

(1)

Total Consortium Caisse de dépôt et placement du Québec Managers (2 Employee shareholding (3) Public (4) Treasury shares Total

Holding percentage 25.5% 13.2% 10.5% 4.7% 46.1% 0.0% 100.0%

(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) Managers and senior executives, current and former, of the Group (as at December 31, 2015). (3) Stake held by the Group employees, directly or through the FCPE SPIE Actionnariat 2011/2015 (as at December 31, 2015). (4) Based on the information disclosed on December 31, 2015 for the shares held by managers and employees.

NOTE 16.

PROVISIONS

16.1. 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. As at June 30, 2016, these commitments were revalued using December 31, 2015 projections.

In thousands of euros Retirement benefits Other long-term employee benefits Employee benefits

June 30, 2016 261,602 16,342 277,944 First Half 2016

Expense recognized through income in the period Retirement benefits Other long-term employee benefits Total

9,445 499 9,944

Dec 31, 2015 256,541 15,812 272,353 First Half 2015 Restated*

8,670 184 8,854

*See Note 3

The obligations of the French entities account for 52% of the total commitment. The remaining 48% mainly comprises commitments in the German (29%), Swiss (18%), Dutch, and Belgian subsidiaries and relates to the local obligations for employee retirement benefits.

16.2. OTHER PROVISIONS Provisions include: -

provisions for contingent liabilities against specific risks in business combinations;

SPIE – H1 2016 FINANCIAL REPORT – 31

INTERIM CONSOLIDATED FINANCIAL STATEMENTS -

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”.

Dec 31, 2015 In thousands of euros Contingent liabilities Tax provisions Restructuring (a) Litigations Losses at completion (b) Social provisions and disputes Warranties and claims on completed contracts Other provisions . Current . Non-current

Additions during the period

Assets held Reversals for Change in Translation scope/ during sale / adjustments others the period discontinued (4,000) (882) (611) (5,064) (7,402) (51) (32) (27,483) (1,087) (3,490) (5) (187)

5,673 16,137 10,278 42,428 43,928 17,270

5,231 12,694 2,402

36,127

1,843

(8,979)

(378)

171,842 98,788 73,054

22,859 14,260 8,600

(57,300) (29,882) (27,418)

(2,132) (811) (1,321)

689

-

June 30, 2016 1,673 15,332 5,214 40,175 28,053 15,990

(66)

28,547

(285) 3,541 (3,826)

134,984 85,894 49,089

(a) Restructuring provisions mainly relate to the restructuring costs linked to the integration of the Services Solutions activity acquired from Hochtief in SPIE GmbH, and to IS&P in Netherlands. (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. These provisions were used and hence reversed in the statement of financial position for an amount of €26,492 thousand since their recognition date and did not change during the first half of 2016. During the first semester 2016, provisions in United Kingdom amounting to £13,400 thousands (i.e. €17,147 thousands) were released for an amount of £12,284 (i.e. €15,718 thousands) and reallocated to accrued expenses. These provisions relates to an onerous contract at the date control was obtained in the UK and relating to an arbitrary procedure initiated by the Secretary of State for Defense. 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. During the first half of 2016, reversals of unused provisions amounted to €2,274 thousand. The breakdown into current and non-current by category of provisions for the current period was as follows: In thousands of euros Contingent liabilities Tax provisions Restructuring Litigations Losses at completion Social provisions and disputes Warranties and claims on completed contracts Other provisions

32 – SPIE – H1 2016 FINANCIAL REPORT

June 30, 2016 1,673 15,332 5,214 40,175 28,053 15,990 28,547 134,984

Non-current 1,673 4,512 10,983 20,216 6,466 5,239 49,089

Current 10,820 5,214 29,192 7,837 9,524 23,308 85,894

INTERIM CONSOLIDATED FINANCIAL STATEMENTS The breakdown into current and non-current by category of provisions for 2015 was as follows: In thousands of euros

Dec 31, 2015 5,673 16,137 10,278 42,428 43,928 17,270 36,127 171,842

Contingent liabilities Tax provisions Restructuring Litigations Losses at completion Social provisions and disputes Warranties and claims on completed contracts Other provisions

NOTE 17.

Non-current 5,673 4,442 10,563 36,418 7,455 8,503 73,054

Current 11,695 10,278 31,866 7,510 9,815 27,624 98,788

WORKING CAPITAL REQUIREMENT

In thousands of euros Inventories and receivables Inventories and work in progress (net) Trade receivables Current tax receivables Other current assets Other non-current assets Liabilities Trade payables Income tax payable Other long-term employee benefits Other current liabilities Other non-current liabilities Adjustment for non-working capital items Working capital requirement

Notes

(a) (b) (c) (d) (e) (f)

June 30, 2016

Dec 31, 2015* Restated

23,222 1,453,999 26,745 299,296 5,025

24,935 1,463,885 24,904 227,112 8,713

(751,799) (25,388) (16,337) (1,118,639) (6,445) (103) (110,425)

(901,534) (28,340) (15,812) (1,184,647) (8,110) 68 (388,824)

*See Note 3

(a) Receivables include accrued income. (b) The other current assets mainly include tax receivables and deferred charges 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. (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 Deferred revenue and advance payments Social and tax liabilities Others Other current liabilities

June 30, 2016 (461,535) (477,771) (179,333) (1,118,639)

Dec 31, 2015* Restated (428,458) (571,753) (184,435) (1,184,647)

*See Note 3

NOTE 18.

FINANCIAL ASSETS AND LIABILITIES

18.1. NON-CONSOLIDATED SHARES The change of €7.9 million euros of non-consolidated shares mainly corresponds to the acquisition of the RDI group by SPIE ICS (formerly SPIE Communications) on May 17, 2016 but not yet consolidated (see Note 5.1).

SPIE – H1 2016 FINANCIAL REPORT – 33

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 18.2. NET CASH AND CASH EQUIVALENTS As at June 30, 2016 net cash and cash equivalents break down as follows: Notes

In thousands of euros Marketable securities – Cash equivalents Fixed investments (current) Cash management financial assets Cash and cash equivalents Total cash and cash equivalents Bank overdrafts and accrued interests Net cash and short term deposits as per Balance Sheet Cash and cash equivalents from discontinued operations Accrued interests not yet disbursed Cash and cash equivalents as per CFS

June 30, 2016

(a)

Dec 31, 2015

111,128 111,128 185,502 296,630 (5,889) 290,742 (4,324) 269

245,777 245,777 358,013 603,790 (53,197) 550,593 1,418 (212)

286,687

551,799

(a) Cash and cash equivalents relating to assets classified as held for sale are composed of cash and cash equivalents from Foraid Algérie for an amount of €1,004 thousand, from TecnoSPIE for an amount of €323 thousand and from Advago and SGTE for an amount of €22 thousand, hence a total amount of €1,349 thousand. Furthermore, the lines and substations activities of the ONEE client in SPIE Maroc show a bank overdraft of €5,672 thousand.

18.3. BREAKDOWN OF FINANCIAL ENDEBTEDNESS Interest-bearing loans and borrowings break down as follows: Notes

In thousands of euros Loans and borrowings from banking institutions Facility A Revolving (maturity May 11, 2020) Others Capitalization of loans and borrowing costs Securitization Total bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) Interests on bank overdrafts (cash liabilities) Other loans, borrowings and financial liabilities Finance leases Accrued interest on loans Other loans, borrowings and financial liabilities Derivatives Interest-bearing loans and borrowings Of which . Current . Non-current

June 30, 2016

(a) (a) (b) (c)

Dec 31, 2015

1,125,000 150,000 2,643 (12,953) 248,582

1,125,000 50,000 386 (14,525) 286,917

5,511 378

53,083 114

11,788 2 557 10 1,531,518

12,136 3 4,114 309 1,517,537

406,408 1,125,110

395,734 1,121,803

The Group loans are detailed hereafter: (a) Following the IPO, SPIE SA and Financière SPIE established a Senior Term Loan (“Facility A”) with a five year th maturity, for a nominal amount of €1,125 million maturing on June 11 2020. This senior credit line has the following characteristics: In thousands of euros

Repayment

Facility A At maturity Loans and borrowings from banking Institutions

Fixed / floating rate Floating -

1 month Euribor +1.875%

June 30, 2016 1,125,000 1,125,000

A “Revolving Credit Facility (RCF)” line, with a five-year maturity, aiming to finance the current activities of the Group th along with external growth, has been established on June 11 2015 for an amount of €400 million of which €150 th million have been drawn as at June 30 , 2016.

34 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS th

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. th

As at June 30 , 2016, a quarterly financial commitment fee for 0.62125% 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 th respective debt instruments. The balance as at June 30 , 2016 is €12.9 million and relates to the two credit lines (See point (a)). th

(c) The securitization program established in 2007 for an amount of €300 million, with a maturity at August 30 , 2017, has been renewed under the conditions below: -

th

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; th

The Securitization program represented funding of €248.6 million as at June 30 , 2016.

18.4. NET DEBT The financial reconciliation between consolidated financial indebtedness and net debt as reported is as follows: In millions of euros Loans and borrowings as per balance sheet Capitalized borrowing costs Others Gross financial debt (a) Cash management financial assets as per balance sheet Cash and cash equivalents as per balance sheet Accrued interests Cash held in discontinued activities Gross cash (b) Consolidated net debt (a) - (b) Unconsolidated net cash Net debt

June 30, 2016 1,531.5 13.0 (0.6) 1,543.9 111.1 185.5 0.4 (4.3) 292.7 1,251.2 (3.2) 1,248.0

Dec 31, 2015 1,517.5 14.5 (1.0) 1,531.0 245.8 358.0 (0.3) 1.4 604.9 926.1 (1.6) 924.5

SPIE – H1 2016 FINANCIAL REPORT – 35

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 18.5. SCHEDULED PAYMENTS FOR FINANCIAL LIABILITIES The scheduled payments for financial liabilities based on the capital redemption table are as follows: In thousands of euros Loans and borrowings from banking institutions Facility A Revolving Others Capitalization of loans and borrowing costs Securitization Total Bank overdrafts (cash liabilities) Bank overdrafts (cash liabilities) Interests on bank overdrafts (cash liabilities) Other loans, borrowings and financial liabilities Finance leases Accrued interest on loans Other loans, borrowings and financial liabilities Derivatives Interest-bearing loans and borrowings

18.6.

Less than 1 year

From 2 to 5 years

Over 5 years

June 30, 2015

1,125,000 150,000 60 (3,198) 248,582

1,125,000 150,000 2,643 (12,953) 248,582

2,583 (9,755)

5,511 378 4,573 2 490 10 406,408

5,511 378 6,503

712

20

47

1,124,351

759

11,788 2 557 10 1,531,518

FINANCIAL DISCLOSURES FROM COMPANIES ACCOUNTED FOR UNDER THE

EQUITY METHOD 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. In 2013, the Group acquired “Host GmbH (Hospital Service + Technik)” at the time of the acquisition of the Hochtief GmbH Group’s Services Solutions activities. SPIE GmbH owns 25.1% of the company and consequently consolidates it under the equity method. th On January 8 , 2016, SPIE acquired the Allied Maintenance through the acquisition of the Hartmann group in Germany. SPIE GmbH holds 25% of this company and consolidates it under the equity method. Moreover, since 2015 and after applying IFRS 11, Gietwalsonderhoudcombinatie (GWOC) BV and Cinergy SAS are consolidated under the equity method. The carrying amount of the Group’s equity securities is as follows: In thousands of euros Value of shares at the beginning of the period Business combinations Net income attributable to the Group Dividends paid Value of shares at the end of the period

June 30, 2016 2,837 173 (175) 2,834

Dec 31, 2015 2,858 379 (400) 2,837

Financial information relating to Group companies consolidated under the equity method is as follows: In thousands of euros Non-current assets Current assets Non-current liabilities Current liabilities Net asset Income statement Revenue Net income

June 30, Dec 31, 2016* 2015 Restated** 23,535 18,667 121,685 34,714 (34,987) (31,630) (114,834) (16,239) (4,602) 5,512 69,648 (1,415)

69,920 549

* Based on available information as at April 30, 2016 for Allied Maintenance and based on available information as at December 31, 2015 for Host GmbH ** Based on December 31, 2015 information for Host GmbH

36 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 19.

FINANCIAL RISK MANAGEMENT

19.1. DERIVATIVE FINANCIAL INSTRUMENTS The Group is mainly exposed to interest rate, foreign exchange and credit risks in the course of its export activities. In the context of its risk management policy, the Group uses derivative financial instruments to hedge risks arising from fluctuations in interest rates and foreign exchange rates, and in particular interest rate swaps to hedge its variable rate debts. Forward rate agreement in foreign currency Fair value (In thousands of euros)

Under 1 year

1-2 years

Asset derivatives qualified for designation as cash flow hedges (a) Forward purchases - USD 118 7,165 Forward sales - CHF 136 1,278

2-3 years

3-4 years

Over 5 years

4-5 years

Total 7,165 5,696

4,418

254 8,443 4,418 Liability derivatives qualified for designation as cash flow hedges (b) Forward purchases - USD (10) 1,069 Forward purchases - CHF 243 (10) 1,069 Total net derivative qualified for designation as cash flow hedges (a) 244 + (b) Asset derivatives not qualified for designation as cash flow hedges Forward purchases - GBP 1,312 23,765 1,312 23,765 Total fair value of qualified and not 1,556 qualified derivatives

12,861 1,069 243 1,069

-

-

-

-

23,765 23,765

Main financial instruments deal with forward purchases and sales to cover operations in US dollars to GB pounds and to Swiss francs. These derivative instruments are accounted for at their fair value. As they are not quoted on an active market, their valuation is classified as level 2 according to IFRS 13, and is based on a generic model and data observed on active markets for similar transactions.

19.2. 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. th

As at June 30 , 2016, given the evolution of variable rates (negative Euribor), no swap on rates has been settled to cover the new debt. The Group examines the possibility to settle new swap contracts during the second half of 2016.

19.3. 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

SPIE – H1 2016 FINANCIAL REPORT – 37

INTERIM CONSOLIDATED FINANCIAL STATEMENTS -

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 main foreign exchange risks primarily relate to US dollars to British pounds and to Swiss francs currencies. th As at June 30 , 2016, foreign exchange forward contracts mainly correspond to (i) (ii)

the US dollar currency hedge representing USD 8,234 thousand for forward purchases ; the GB pound currency hedge representing GBP 23,765 thousand for forward sales; and to Swiss franc currency hedge representing CHF 243 thousand for forward purchases and CHF 5,696 thousand for purchase sales.

USD In thousands of euros

Currency commitment amount

Currency amount at historical rate

Average rate risk exposure

(a)

Equivalent at Potential gross fixing rate difference (b)

(a) - (b)

Commercial risk Export invoices Import invoices Net commercial risk Financial risk Forward sales commitment Bank debit balance Finance risk receivables Forward purchases commitment Bank credit balance Finance risk payables Net financial risk Net position excluding options

(8,256) (8,256) 8,234 280 8,514 8,514 258

7,274 7,274

(7,235) (252) (7,487) (7,487) (213)

1,135 1,135

7,402 7,402

(129) (129)

1,138 1,111 1,137 1,137 1,137

(7,382) (251) (7,633) (7,633) (231)

148 (1) 147 147 18

The fair values of forward purchases and sales of US Dollar represent an asset of €118 thousand and a liability of €(10) thousand th as at June 30 , 2016, revalued in counterpart of the other reserves (qualified as future cash flow hedge). th

The currency risk hedging on the US Dollar (qualified in accounting as a cash flow hedge) has an impact on June 30 , 2016 reserves of €(375) thousands.

A +/-10% variation in the US dollar rate would have a negative impact of € 838 thousand or a positive impact of € 686 thousand on the financial income statement, respectively and a negative impact of € 808 thousand or a positive impact of € 661 thousand on equity, respectively.

38 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS GBP In thousands of euros

Currency commitment amount

Currency amount at historical rate

Average rate risk exposure

(a)

Equivalent at Potential gross fixing rate difference (b)

(a) - (b)

Commercial risk Loan/Advance on current account Loan/Advance on long term loan Export invoices Import invoices Net commercial risk Financial risk Forward loan sales commitment on current account Forward loan sales commitment on long term loan Forward sales commitment Bank debit balance Finance risk receivables Forward purchases commitment Bank credit balance Finance risk payables Net financial risk Net position excluding options

83,696 21,990 691 106,377

(108,984) (30,194) (876)

0,768 0,728 0,788

(140,055)

(23,500) (265) (23,765) 604 604 (23,161) 83,216

2,285

(101,266) (26,606) (836) (128,708)

(7,718) (3,588) (40) (11,347)

29,593

0,794

28,433

1,160

332

0,797

29,925

0,794

(837) (837) 29,089 (110,966)

0,721 0,721 0,794 0,750

320 28,753 (730) (730) 28,023 (100,685)

12 1,172 (106) (106) 1,065 (10,281) th

The fair values of forward purchases and sales of GB Pound represent an asset of €1,312 thousands as at June 30 , 2016, revalued in counterpart of the net financial forex. The currency risk hedging on the GB pound (not qualified in accounting as a cash flow hedge but used as an economic hedge) th have an impact on June 30 , 2016 income statement of €1,309 thousands.

A +/-10% variation in the GB pound rate would have a negative impact of €9,020 thousand or a positive impact of €11,025 thousand on the financial income statement, respectively. th

The estimated amount of credit risk on currency hedging as at June 30 , 2016 is not significant (the risk of fluctuation during 2015 is also not significant). CHF In thousands of euros

Currency commitment amount

Currency amount at historical rate

Average rate risk exposure

(a)

Equivalent at Potential gross fixing rate difference (b)

(a) - (b)

Commercial risk Loan/Advance on cur. a/c Export invoices Import invoices Net commercial risk Financial risk Forward loan sales commitment Forward sales commitment Bank debit balance Finance risk receivables Forward purchases commitment Bank credit balance Finance risk payables Net financial risk Net position excluding options

4,500 5,858 (1,602) 8,755

(4,116) (5,412) 1,493 (8,035)

1,093 1,082 1,093

(5,696) (5,696) 243 243 (5,453) 3,303

5,326 5,326 (220) (220) 5,106 (2,929)

1,069 1,069 1,105 1,105 1,069 1,128

(4,075) (5,304) 1,451 (7,928)

(42) (108) 42 (108)

5,157 5,157 (220) (220) 4,937 (2,991)

169 169 0 0 169 62

The fair values of forward purchases and sales of Swiss francs represent an asset of €136 thousand and a negligible liability as at th June 30 , 2016, revalued in counterpart of the other reserves (qualified as future cash flow hedge). th

The currency risk hedging on the Swiss franc (qualified in accounting as a cash flow hedge) has an impact on June 30 , 2016 reserves of 156 thousands of euros.

SPIE – H1 2016 FINANCIAL REPORT – 39

INTERIM CONSOLIDATED FINANCIAL STATEMENTS A +/-10% variation in the Swiss franc rate would have a negative impact of €718 thousand or a positive impact of €878 thousand on the financial income statement, respectively and a negative impact of €447 thousand or a positive impact of €14 thousand on equity, respectively.

19.4. COUNTERPARTY RISK The Group is not exposed to any significant counterparty risk. Counterparty risks are primarily related to: -

Cash investments; Trade receivables; Loans granted; 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, in GBP and in CHF) are distributed as th follows at June 30 , 2016: -

BNP Paribas: 8 % Société Générale: 18 % Natixis: 33 % CA CIB: 41%

19.5. LIQUIDITY RISK th

As at June 30 , 2016, the unused amount of the revolving credit facility (RCF) line stands at €250 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 extend this amount to €450 million. The use of this program is accompanied by early repayment clauses for certain bank loans. th

As at June 30 , 2016 transferred receivables represented a total amount of €467.2 million with financing obtained amounting to €248.6 million.

19.6. 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.

40 – SPIE – H1 2016 FINANCIAL REPORT

INTERIM CONSOLIDATED FINANCIAL STATEMENTS 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.

Other notes NOTE 20.

RELATED PARTY TRANSACTIONS

No material related party transactions arose during the period ending June 2016, and there were no significant changes concerning the related party transactions described in the consolidated financial statements as at December st 31 , 2015.

NOTE 21.

CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET COMMITMENTS

21.1. OPERATING LEASE COMMITMENTS Commitments relating to operating lease stand at €306.9 million and breakdown per categories of equipment as follows: In thousands of euros Buildings Cars & trucks Total operating leases

June 30, 2016

< 1 year

2 to 5 years

> 5 years

Dec 31, 2015

212,750 94,211 306,961

28,441 43,396 71,837

128,355 50,622 178,977

55,954 193 56,147

277,982 89,130 367,112

21.2. 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 Commitments given Bank guarantees Insurance guarantees Parent company guarantees Total commitments given

June 30, 2016

Dec 31, 2015

383,466 206,282 592,413 1,182,161

409,866 212,212 365,071 987,149

The change in parent company guarantees mainly correspond to guarantees brought in the context of PPP contracts (“Public-Private-Partnership”) held by SPIE Limited for a global amount of £178 million, expiring in August 2040. Theses guarantees were historically covered by AMEC, the former owner of Matthew Hall, subsequently renamed SPIE Limited. st

Furthermore, there have been no major changes in commitments received since December 31 , 2015.

21.3. PLEDGING OF SHARES th

As at June 30 , 2016, no shares were pledged.

SPIE – H1 2016 FINANCIAL REPORT – 41

INTERIM CONSOLIDATED FINANCIAL STATEMENTS NOTE 22.

SUBSEQUENT EVENTS

22.1. SALE OF TECNOSPIE IN PORTUGAL th

On June 13 , 2016, SPIE Group has signed a disposal agreement for TecnoSPIE SA located in Portugal (See Note 10). th

The sale was completed on July 6 , 2016, once the condition precedents have been released.

22.2. EXTERNAL GROWTH th

On July 13 , 2016, SPIE signed a purchase agreement to acquire several companies of the Comnet group in Germany. 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 in 2015. th

On July 26 , 2016, SPIE announced the signing of a purchase agreement to acquire GfT Gesellschaft für Elektro- und Sicherheitstechnik mbH (“GfT”) in Germany, subject to the fulfilment of closing conditions. Established in Essen in 1997, Gft provides services in the areas of safety engineering, fiber optics, data technology and electrical engineering. With 60 highly qualified employees, GfT generated revenue of approximately €17 million in 2015.

42 – SPIE – H1 2016 FINANCIAL REPORT