SPIE : (1) Convening brochure 2024

SHAREHOLDERS' GENERAL MEETING

CONTENTS

I.	Message from the Chairman and Chief Executive Officer	3
II.	Convening to the ordinary and extraordinary shareholders' general meeting of SPIE SA on
	Friday May 3, 2024 and agenda for this meeting	4
III. General provisions for participating to the shareholders' general meeting	6
IV. Single proxy and correspondence voting from	12
V.	Governance	13
VI. Brief statement on the Company's situation during the course of the financial year 2023	16
VII. Resolutions submitted of the approval of the shareholders' general meeting of May 3, 2024
	. .........................................................................................................................................	39
VIII. Tables of financial authorizations	72
IX. Request for legal information and documents	79

SPIE, sharing a vision for the future2

SPIE, l'ambition partagée

1. Message from the Chairman and Chief Executive Officer

Ladies and Gentlemen, Dear shareholders,

I am pleased to inform you that the annual shareholders' general meeting of SPIE will be held on Friday May 3, 2024 at 10:00 am at the centre Etoile Saint-Honoré,21-25 rue Balzac - 75008 Paris (Salle Orion).

This shareholders' general meeting shall be a privileged time for meeting, information and exchange among the shareholders and SPIE's executives, in particular regarding the results and achievements of our Group.

You will also be able to view the annual shareholders' general meeting on the SPIE website. You may cast your vote by post or by Internet prior to the General Meeting. You can also send us questions in written form.

During this meeting, you will be invited to take important decisions for the Company: approval of the financial statements; setting of the dividend; approval of regulated related party transactions; appointment of our auditor of sustainability information; renewal of authorizations or delegations of powers granted to the Board of Directors. You will also be asked to vote on the compensation awarded to SPIE's Chairman and Chief Executive Officer. The agenda of the shareholders' general meeting and detail of the resolutions that will be submitted to you are included in this brochure. During this meeting, we will also discuss the climate objectives and actions undertaken by the Company, as well as the results obtained thus far.

You may obtain additional information by consulting the pages of our website dedicated to the annual general meeting (https://www.spie.com/en/annual-general-meeting) on which the main documents which we hold available to you are uploaded.

I thank you for your trust.

Yours sincerely,

Gauthier Louette

Chairman and Chief Executive Officer

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1. Convening to the ordinary and extraordinary shareholders' general meeting of SPIE SA on May 3, 2024 and agenda for this meeting

The shareholders of SPIE SA are advised that they are called to an ordinary and extraordinary shareholders' general meeting, which will be held:

on Friday May 3, 2024, at 10:00 am,

Centre Etoile Saint-Honoré,21-25 rue Balzac, 75008 Paris,

in order to deliberate on the following agenda:

Ordinary Matters:

1. Approval of the Company's statutory financial statements for the financial year ended December 31, 2023;
2. Approval of the Company's consolidated financial statements for the financial year ended December 31, 2023;
3. Allocation of the profit/loss of the financial year ended December 31, 2023 and setting the dividend at €0.83 per share;
4. Approval of the regulated related-party agreements and undertakings referred to in articles L.225-38 et seq. of the French Commercial Code and of the Statutory
   Auditors' special report;
5. Appointment of the company
   PricewatherhouseCoopers Audit as auditor of sustainability information;

1. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind attributable to Chairman and Chief Executive Officer for the year 2023;
2. Approval of the compensation policy of the Chairman and Chief Executive Officer;
3. Approval of the information mentioned in article L. 22-10-9 I of the French Commercial Code;
4. Approval of the Directors' compensation policy;
5. Authorization granted to the Board of
   Directors to trade the Company's shares;

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Extraordinary Matters:

1. Authorization granted to the Board of
   Directors to reduce the Company's share capital by cancelling treasury shares;
2. Delegation of authority to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts;
3. Delegation of authority to the Board of Directors to decide the share capital increase, with preferential subscription rights, by issuing shares and/or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued;
4. Delegation of authority to the Board of Directors to decide the share capital increase, without preferential subscription rights, by issuing shares and/or other securities giving access to the share capital, and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued, through public offerings other than those referred to in article L.411-2 of the French Monetary and Financial Code;

15 Delegation of authority to the Board of Directors to decide the share capital increase, without preferential subscription rights, by issuing shares and/or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued, through public offerings referred to in 1 of article L.411-2 of the French Monetary and Financial Code;

1. Authorization granted to the Board of Directors to determine the price of the shares in accordance with the terms and conditions set by the general shareholders' meeting in case of a share capital increase, without preferential subscription rights, through public offerings, within a limit of 10% of the share capital per year;
2. Delegation of authority to the Board of Directors to issue shares or other securities giving access to the share capital and/or securities giving entitlement to allocation of debt securities and/or equity securities to be issued without preferential subscription rights in remuneration of contributions in kind within a limit of 10% of the share capital per year;
3. Delegation of authority to the Board of Directors to issue shares reserved for members of employee savings plans without preferential subscription rights;
4. Delegation of authority to the Board of Directors to increase the share capital by issuing shares reserved for designated
   beneficiaries without preferential subscription rights;
5. Authorization granted to the Board of Directors to issue free new or existing shares to the benefit of employees and directors of the Company and other Group companies);
6. Powers for purposes of legal formalities.

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1. General provisions for participating to the shareholders' general meeting

Any shareholder, whatever the number of shares he/she holds, may participate in this shareholders' general meeting on simple proof of his identity and ownership of his/her shares.

Shareholders may participate in the shareholders' general meeting:

1. either by attending in person;
2. or by voting by correspondence;
3. or by being represented, giving a proxy to the Chairman and CEO, to their spouse or partner with whom they have concluded a civil solidarity pact, or to another shareholder, or to any other person (natural or legal) of their choice under the conditions provided for by articles L.225-106 and L.22- 10-39 of the French Commercial Code or even without indicating the representative.

It is stipulated that, for any proxy granted by a

shareholder without indicating the

representative, the chairman of the shareholders' general meeting shall cast a vote in favour of adopting the draft resolutions presented or approved by the Board of Directors and a vote against adopting all other draft resolutions.

In accordance with the provisions of article R.22- 10-29 of the French Commercial Code, only shareholders who have previously demonstrated that capacity shall be allowed to attend the shareholders' general meeting, to be represented thereat or to vote by correspondence:

1. with regard to their registered shares (pure or administered), by the registration of those shares in their name or in the name of the registered intermediary on their behalf (pursuant to article L.228-1 paragraph 7 of the French Commercial Code) on a pure or administered registered account in

the registered security accounts kept

by the Company (or its representative);

1. with regard to their bearer shares, by their registration in their name or in the name of the registered intermediary on their behalf (pursuant to article L.228-1 paragraph 7 of the French Commercial Code) in the bearer security accounts kept by their authorized financial intermediaries, recorded by a certificate of participation issued by the latter and attached to the correspondence voting form, to the proxy form or to the request for an admission card drawn up in the name of the shareholder or on behalf of the shareholder represented by the registered intermediary.

These formalities shall be fulfilled by the second business day prior to the shareholders' general meeting at the latest, i.e., Tuesday April 30, 2024, at 00:00, Paris time.

Moreover, no voting by video conference or by telecommunications means is provided for this shareholders' general meeting. Consequently, no website referred to in article R.225-61 of the French Commercial Code shall be provided for that purpose.

Shareholders are advised that, for this shareholders' general meeting, the deadline for signing the attendance sheet is fixed at the opening of the discussions. If shareholders arrive after closure of the attendance sheet, they shall no longer be able to vote during the meeting.

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To attend the shareholders' general meeting

Shareholders wishing to attend this shareholders' general meeting may request an admission card as follows:

1. registered (pure or administered) shareholdersmay request it either;
2. • by returning the duly completed and signed single
     form to SOCIÉTÉ
     GÉNÉRALE SECURITIES SERVICES using the prepaid reply envelope attached to the notice of the meeting brochure, or
   • by logging on to the websitehttps://sharinbox.sgmarkets.c om/homewith their usual login details or their login email (if they have already activated their Sharinbox by SG Markets accounts) to access the voting site. Shareholders will be able to print their admission card themselves or request that it be sent to them.
3. bearer shareholdersshall ask their authorized intermediary managing their security account for an admission card to be sent to them by the bank designated below in the light of the certificate of participation which will have been sent to the latter.

Bearer shareholders wishing to attend the shareholders' general meeting who have not received their admission card by the second business day prior to the meeting, i.e. Tuesday April 30, 2024, at 00:00, Paris time, may attend

the meeting by presenting a certificate of participation at the same date issued by their authorized financial intermediary in accordance with the regulations.

Registered (pure or administered) shareholders may appear at the place of the shareholders' general meeting without prior formalities.

Bearer and registered shareholders must be able to prove their identity to attend the shareholders' general meeting.

To vote by correspondence or by proxy

Shareholders not wishing to attend the shareholders' general meeting in person and wishing to be represented or to vote by correspondence shall:

1. for registered (pure or administered) shareholders, return the single proxy and correspondence voting form, which will be sent to them with the convening file for the shareholders' general meeting by using the prepaid envelope attached;
2. for bearer shareholders, request a single proxy and correspondence voting form to the authorized intermediary managing their security accounts, as from the date of
   convening notice of the shareholders' general meeting and at the latest by the sixth calendar day preceding the date of this shareholders' general meeting, i.e.
   Saturday April 27, 2024. Once completed by the shareholder, this form shall be returned to the authorized intermediary who shall be responsible for sending this single form accompanied by the certificate

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of participation to the bank designated below.

The single forms, whether used as proxy forms or for voting by correspondence, shall be received by the bank designated below, at the latest by the third day preceding the shareholders' general meeting, i.e. Tuesday April 30, 2024, to be taken into account.

In accordance with the provisions of article R.225-79 of the French Commercial Code, and provided the duly completed proxy form has been signed, the Company may also be notified of the appointment and dismissal of a representative electronically, according to the following procedure:

1. for pure registered shareholders, by sending an email to the following email address: [e-mail]. The message must state the surname, forename and address of the shareholder and the surname, forename and address of the
   representative appointed or dismissed;
2. for administered registered or bearer shareholders, by sending an email to the following email address: [e-mail]. The message must state the surname, forename, address and full bank references of the shareholder and the surname, forename and address of the
   representative appointed or
   dismissed. The shareholders concerned must ask their financial intermediary managing their security accounts to send written confirmation (by letter or fax) to the bank designated below.

Only notifications of the designation or revocation of proxies expressed electronically and received no later than Thursday May 2, 2024, before 15:00, may be taken into account. Moreover, only notifications of designation or revocation of proxies may be sent to the foregoing email address. Any other request or notification relating to any other object may not be taken into account and/or dealt with.

Under no circumstances may the shareholder return a single form comprising both the appointment of a proxy and a vote by correspondence. If the single form is returned in breach of these provisions, only the appointment of a proxy will be considered.

To vote by correspondence or by proxy via the internet

Shareholders wishing to vote by proxy or by correspondence via the internet shall be allowed to do so via the VOTACCESS website. For that purpose, they shall:

1. for registered (pure or administered) shareholders, they may access VOTACCESS by connecting to the website https://sharinbox.sgmarkets.com/hom eusing their login details or login emails (if they have already activated their Sharinbox by SG Markets accounts), sent by mail at the time of registration or in the days preceding the opening of the vote . They will then need to follow the process which will be detailed on the screen;
2. for bearer shareholders, they shall enquire with their respective authorized intermediary managing their security accounts whether they

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are connected to the VOTACCESS platform, and, as the case may be whether such access is submitted to specific user conditions. Only bearer shareholders whose authorized intermediary has joined VOTACCESS may vote online. Bearer shareholders will need access the website of their authorized intermediary using their own logins and passwords. They will then need to click on the icon appearing next to the line corresponding to their SPIE shares to access VOTACCESS and will then need to follow the process which will be detailed on the screen.

In the event their authorized intermediary is not connected to the

VOTACCESS platform, the notification of appointment and revocation of a proxy may however be done electronically, in accordance with article R. 22-10-24 of the French Commercial Code, by sending an email to the following address: [e-mail].

The secured platform VOTACCESS will be opened on Friday April 12, 2024, at 09:00, Paris time. The ability to vote, appoint a proxy or revoke a proxy via the internet will end on Thursday May 2, 2024, at 15:00. It is advised that shareholders do not wait until the last day preceding the General Meeting to vote or give a proxy.

Transfer by the shareholders of their shares prior to the shareholders' general meeting

Any shareholder who has already returned his single proxy and correspondence voting form or who has requested his admission card or a certificate of participation may no longer choose

any other means of participating in the shareholders' general meeting (article R.22-10- 28 of the French Commercial Code). He/She may, however, transfer all or some of his/her shares up to the day of the shareholders' general meeting, at any time.

If, however, the transfer of ownership takes place prior to the second business day, prior to the shareholders' general meeting, i.e. Tuesday April 30, 2024, at 00:00, Paris time, the authorized financial intermediary holding the security account shall inform the bank designated below of the transfer of ownership and shall provide the necessary details in order to invalidate or amend the remote vote cast, the proxy, the admission card or the certificate of participation accordingly.

No transfer of ownership completed after the second business day preceding the shareholders' general meeting, i.e. after Tuesday April 30, 2024, at 00:00, Paris time, whatever the means used, shall be notified by the authorized financial intermediary holding the security account or taken into account by the Company, notwithstanding any agreement to the contrary.

Requests to include a point or resolution to the agenda

Motivated requests for the inclusion of points or draft resolutions to the agenda by shareholders fulfilling the current legal conditions, must be sent to the registered office, by registered letter with acknowledgment of receipt, and be received no later than twenty-five days before the General Meeting, i.e. Monday April 8, 2024.

The following documents must be attached to the requests:

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• an account certificate of registration
  confirming the ownership or representation by the requesting party of the fraction of the share capital required by article R.225-71 of the French Commercial Code;
• the draft resolutions texts; and
• as the case may be, a short summary of motives.

The list of the points or draft resolutions added to the agenda will be published on the Company's website https://www.spie.com/en/finance/annual-general-meetingin accordance with article R.22- 10-23 of the French Commercial Code.

It is reminded that the review by the Shareholders' General Meeting of the proposed points and resolutions is subject to the transmission by the interested parties, at the latest on the second business day preceding the General Meeting at midnight, Paris time, i.e. Tuesday April 30, 2024, of a new certificate of registration of their shares under the conditions described above.

Procedure for exercising the right to submit written questions

Any shareholder shall be entitled to submit written questions to which the Board of Directors shall respond during the course of the meeting.

Shareholders wishing to ask written questions may send them to the Company by registered letter with acknowledgment of receipt to the address of the head office of SPIE SA (10, avenue de l'Entreprise, 95863 Cergy Pontoise). Written questions are taken into account as soon as they are sent prior to the end of the fourth working day preceding the date of the General Meeting, i.e. by Friday April 26, 2024 at the latest. To be taken into account, these written

questions must imperatively be accompanied by a registration certificate, either in the registered securities accounts or in the bearer securities accounts kept by a financial intermediary.

In accordance with article L.225-108 of the French Commercial Code, a common response may be given to these questions provided they have the same content. The responses to the written questions shall be deemed to be given provided they are published on the Company's website under the heading dedicated to questions and responses, at the following address: https://www.spie.com/en/annual-general-meeting.

Provisions concerning securities lending/borrowing

In accordance with article L.22-10-48 of the French Commercial Code, any person holding, individually or jointly, in respect of one or more transactions for the temporary transfer of Company shares or any transaction granting him the right or requiring him to sell or return such shares to the transferor, a number of shares representing more than 0.5% of the voting rights, shall inform the Company and the French Autorité des marchés financiers, by the second business day prior to the shareholders' general meeting, i.e. Tuesday April 30, 2024, at 00:00, Paris time, at the latest, when the contract arranging such transaction remains in force at that date, of the total number of shares he holds on a temporary basis.

This declaration shall include, besides the number of shares acquired in respect of one of the aforesaid transactions, the identity of the transferor, the date and expiry of the contract relating to the transaction and, where appropriate, the voting agreement. The Company shall publish this information under the

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