SPIE : (1) Meeting Brochure

ORDINARY AND EXTRAORDINARY

SHAREHOLDERS' GENERAL MEETING

OF SPIE SA

Wednesday May 11, 2022, at 10:00 am Etoile Saint-Honoré, 21-25 rue Balzac, 75008 Paris

Welcome as from 9:00 am

MEETING BROCHURE

SPIE SA

A French société anonyme with a capital of €76,570,614.00

Registered office: 10, avenue de l'Entreprise,

95863 Cergy-Pontoise, France 32 712 825 RCS Pontoise

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 May 11,2022 and agenda for this meeting .................................................................................................... 4

• III. General provisions for participating in the shareholders' general meeting ........................................ 7

• IV. Single proxy and correspondence voting form ................................................................................ 13

• V. Governance ................................................................................................................................... 14

  • a. Composition of the Board of Directors at April 12, 2022 .......................................................... 14

  • b. Composition of the Committees of the Board of Directors at April 12, 2022 ............................ 15

• VI. Brief statement on the Company's situation during the course of the financial year 2021 ............... 16

  • a. Highlights and key figures ....................................................................................................... 16

  • b. Analysis by segment ............................................................................................................... 19

  • c. Consolidated income statement .............................................................................................. 27

  • d. Consolidated statement of financial position ........................................................................... 28

  • e. Consolidated cash flow statement ........................................................................................... 29

  • f. Consolidated statement of changes in equity .......................................................................... 33

• VII. SPIE SA's financial results during the past five financial years ....................................................... 34

VIII.Resolutions submitted for the approval of the shareholders' general meeting of May 11, 2022 ...... 35

a. Report of the Board of Directors dated March 10, 2022 to the shareholders' general meeting of

May 11, 2022 .......................................................................................................................... 35

b. Draft resolutions ...................................................................................................................... 47

IX. Tables of financial authorizations ................................................................................................... 73

X. Request for legal information and documents ................................................................................ 77

XI. Appendix: Biography of directors whose appointment is presented during the shareholders' general

meeting of May 11, 2022 ............................................................................................................... 78

I. 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 wednesday May 11, 2022 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 pary transactions; appointment of new directors; 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.

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

II. Convening to the ordinary and extraordinary shareholders' general meeting of SPIE SA on May 11, 2022 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 Wednesday May 11, 2022, 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, 2021;

• 2. Approval of the Company's consolidated financial statements for the financial year ended December 31, 2021;

• 3. Allocation of the profit/loss of the financial year ended December 31, 2021 and setting the dividend at €0.60 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. Ratification of the appointment of Mrs. Geertrui Schoolenberg as director of the Board of Directors;

• 6. Renewal of the mandate of Mrs. Geertrui Schoolenberg as directors of the Board of Directors;

• 7. Ratification of the appointment of Bpifrance Investissement as director of the Board of Directors;

• 8. Renewal of the mandate of Mr. Gauthier Louette as directors of the Board of Directors;

• 9. Renewal of the mandate of Mrs. Regine Stachelhaus as directors of the Board of Directors;

• 10. Renewal of the mandate of Peugeot Invest Assets as directors of the Board of Directors;

• 11. Appointment of [●]1 as director of the Board of Directors;

• 12. Renewal of the mandate of EY as statutory auditors;

1 The name of the director will be provided in SPIE SA's convening notice which will be published on April 20, 2022 and added in the addendum to the present brochure.

• 13. Approval of the fixed, variable and exceptional components of the total remuneration and benefits in kind attributable to Mr. Gauthier Louette, as Chairman and Chief Executive Officer for the year 2021;

• 14. Approval of the compensation policy of Mr. Gauthier Louette, as Chairman and Chief Executive Officer;

• 15. Approval of the information mentioned in article L. 22-10-9 I of the French Commercial Code;

• 16. Approval of the Directors' compensation policy;

• 17. Authorization granted to the Board of Directors to trade the Company's shares.

Extraordinary matters:

• 18. Authorization granted to the Board of Directors to reduce the Company's share capital by cancelling treasury shares;

• 19. Delegation of authority to the Board of Directors to increase the share capital by capitalization of premiums, reserves, profits or other amounts;

• 20. 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;

• 21. 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;

• 22. 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;

• 23. 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;

• 24. Authorization granted to the Board of Directors to decide to increase the amount of issuances with or without preferential subscription rights;

• 25. 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;