SPIE : (7) Auditors report shareholders' meeting 2024 - Consolidated Financial Statements 31.12.2023

PricewaterhouseCoopers Audit

ERNST & YOUNG et Autres

This is a translation into English of the statutory auditors' report on the consolidated financial statements of the Company issued in French and it is provided solely for the convenience of English- speaking users.

This statutory auditors' report includes information required by European regulations and French law, such as information about the appointment of the statutory auditors or the verification of

the information concerning the Group presented in the management report.

This report should be read in conjunction with, and construed in accordance with, French law and professional auditing standards applicable in France.

SPIE SA

Year ended December 31, 2023

Statutory auditors' report on the consolidated financial statements

PricewaterhouseCoopers Audit	ERNST & YOUNG et Autres
63, rue de Villiers	Tour First
92208 Neuilly-sur-Seine cedex	TSA 14444
S.A.S. au capital de € 2 510 460 672	92037 Paris-La Défense cedex
006 483 R.C.S. Nanterre	S.A.S. à capital variable
	438 476 913 R.C.S. Nanterre
Commissaire aux Comptes	Commissaire aux Comptes
Membre de la compagnie	Membre de la compagnie
régionale de Versailles et du Centre	régionale de Versailles et du Centre

SPIE SA

Year ended December 31, 2023

Statutory auditors' report on the consolidated financial statements

To the Annual General Meeting of SPIE SA,

Opinion

In compliance with the engagement entrusted to us by your annual general meetings, we have audited the accompanying consolidated financial statements of SPIE SA for the year ended December 31, 2023.

In our opinion, the consolidated financial statements give a true and fair view of the assets and liabilities and of the financial position of the Group as at December 31, 2023 and of the results of its operations for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union.

The audit opinion expressed above is consistent with our report to the Audit Committee.

Basis for Opinion

• Audit Framework

We conducted our audit in accordance with professional standards applicable in France. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Our responsibilities under those standards are further described in the Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report.

• Independence

We conducted our audit engagement in compliance with the independence requirements of the French Commercial Code (Code de commerce) and the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes) for the period from January 1, 2023 to the date of our report and specifically we did not provide any prohibited non-audit services referred to in Article 5(1) of Regulation (EU) No. 537/2014.

Justification of Assessments - Key Audit Matters

In accordance with the requirements of Articles L. 821-53 and R. 821-180 of the French Commercial Code (Code de commerce) relating to the justification of our assessments, we inform you of the key audit matters relating to risks of material misstatement that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period, as well as how we addressed those risks.

These matters were addressed in the context of our audit of the consolidated financial statements as a whole and in forming our opinion thereon, and we do not provide a separate opinion on specific items of the consolidated financial statements.

• Recognition of revenue and margin on long-term service contracts

Risk identified	Our response

Long-term service contracts account for a significant portion of your Group's revenue.

As indicated in Note 3.4 to the consolidated financial statements, the revenue and margin of these contracts are recognized using the progress method, which consists of estimating the result at termination for a given contract and recognizing it progressively as costs progress.

The recognition of revenue and margin is therefore based on the estimation of the data at termination of each contract. This data is examined by Management at each closing.

When the forecast at end of business shows a loss result, a provision for loss at termination is recorded.

Given the materiality of these estimates and the importance of Management's judgments in determining the results at termination, we considered the recognition of revenue and margin on long-term service contracts to be a key audit matter.

We tested the internal control procedures identified as key to the accounting for long-term service contracts, in particular those relating to budgetary control and expenditure initiation.

Our work also included the analysis of a selection of contracts based on quantitative and qualitative criteria: amount of revenue and profit at termination, margin deterioration, risk. This work included in particular:

• interviews with operational and financial
  managers, in order to obtain an understanding of the judgments they exercised in determining the result at termination;
• the examination of the documents used for the monitoring and management of the projects carried out by the project managers and management controllers, in order to assess the estimate of the costs at termination;
• the reconciliation of the estimated revenue and margin at termination with contractual documents such as purchase orders, contracts and amendments;
• the reconciliation between the accounting data and the management data used to recognize the revenue and margin for the financial year;
• the testing, using sampling techniques, of the costs incurred;
• a comparison of the achievements of the financial year with previous estimates, in order to assess the reliability of the estimates;

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Year ended December 31, 2023	2

► the verification of the arithmetic accuracy of the rate of advancement, the revenue recognized and

the margin reflected in the consolidated financial statements.

For the most sensitive estimates, particularly in the case of disputes, we analyzed additional elements such as complaint files, expert reports, judgments, and assessed their consistency with regard to the history of the outcome of similar situations.

• Valuation of goodwill

Risk identified	Our response

As at December 31, 2023, the net value of your Group's goodwill amounted to M€ 3,505, for a balance sheet total of M€ 9,150.

Goodwill is tested for impairment in accordance with the terms and assumptions described in Notes 3.3, 3.10 and

13.2 to the consolidated financial statements. Where applicable, an impairment is recorded to reduce the net carrying amount to the recoverable amount, which is the greater of the fair value less the cost of sale and the value in use determined from forecasts of future discounted net cash flows.

We considered the valuation of goodwill to be a key audit matter given its material importance in the consolidated financial statements, and given that determining its recoverable value requires the use of assumptions, estimates or assessments.

We obtained an understanding of the procedures for implementing impairment tests and we paid particular attention to the Cash-Generating Units for which the carrying amount of goodwill was the most sensitive to changes in the assumptions used.

We analyzed the key estimates, including your Group's cash flow forecasts, the long-term growth rates and the discount rate used. In particular, we analyzed the consistency of the forecasts with past performance and the market outlook, and carried out sensitivity analyses on the impairment tests. In addition, where the recoverable amount is determined by reference to recent similar transactions, we compared the analyses presented with the available market data. We conducted all of these analyses with valuation experts included in our audit team.

Specific Verifications

We have also performed, in accordance with professional standards applicable in France, the specific verifications required by laws and regulations of the information relating to the Group given in the Board of Directors' management report.

We have no matters to report as to its fair presentation and its consistency with the consolidated financial statements.

We attest that the consolidated non-financial statement required by Article L. 225-102-1 of the French Commercial Code (Code de commerce) is included in the information relating to the Group given in the management report, it being specified that, in accordance with Article L. 823-10 of said Code, we have verified neither the fair presentation nor the consistency with the consolidated financial statements of the information contained therein. This information should be reported on by an independent third party.

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Year ended December 31, 2023	3

Report on Other Legal and Regulatory Requirements

• Format of preparation of the consolidated financial statements intended to be included in the annual financial report

We have also verified, in accordance with the professional standard applicable in France relating to the procedures performed by statutory auditors regarding the annual and consolidated financial statements prepared in the European single electronic format, that the preparation of the consolidated financial statements intended to be included in the annual financial report mentioned in Article L. 451-1-2, I of the French Monetary and Financial Code (Code monétaire et financier), prepared under the Chairman and Chief Executive Officer's responsibility, complies with the single electronic format defined in Commission Delegated Regulation (EU) No. 2019/815 of 17 December 2018. Regarding consolidated financial statements, our work includes verifying that the tagging thereof complies with the format defined in the above-mentioned regulation.

On the basis of our work, we conclude that the preparation of the consolidated financial statements intended to be included in the annual financial report complies, in all material respects, with the European single electronic format.

Due to the technical limitations inherent to the block-tagging of the consolidated financial statements according to the European single electronic format, the content of certain tags of the notes may not be rendered identically to the accompanying consolidated financial statements.

Furthermore, we have no responsibility to verify that the consolidated financial statements that will ultimately be included by your Company in the annual financial report filed with the AMF (Autorité des marchés financiers) agree with those on which we have performed our work.

• Appointment of the Statutory Auditors

We were appointed as statutory auditors of SPIE SA by your annual general meeting of November 15, 2011 for PricewaterhouseCoopers Audit and by the Articles of Incorporation of May 27, 2011 for ERNST & YOUNG et Autres.

As at December 31, 2023, we were in the thirteenth year of total uninterrupted engagement, including nine years since the securities of the Company were admitted to trading on a regulated market.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and for such internal control as Management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless it is expected to liquidate the Company or to cease operations.

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Year ended December 31, 2023	4

The Audit Committee is responsible for monitoring the financial reporting process and the effectiveness of internal control and risk management systems and where applicable, its internal audit, regarding the accounting and financial reporting procedures.

The consolidated financial statements were approved by the Board of Directors.

Statutory Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

• Objectives and audit approach

Our role is to issue a report on the consolidated financial statements. Our objective is to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement. Reasonable assurance is a high level of assurance, but is not a guarantee that

an audit conducted in accordance with professional standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users made on the basis of these consolidated financial statements.

As specified in Article L. 821-55 of the French Commercial Code (Code de commerce), our statutory

audit does not include assurance on the viability of the Company or the quality of management of the affairs of the Company.

As part of an audit conducted in accordance with professional standards applicable in France, the statutory auditor exercises professional judgment throughout the audit and furthermore:

• Identifies and assesses the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, designs and performs audit procedures responsive to those risks, and
  obtains audit evidence considered to be sufficient and appropriate to provide a basis for his opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtains an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control.
• Evaluates the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management in the consolidated financial statements.
• Assesses the appropriateness of Management's use of the going concern basis of accounting and,
  based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. This assessment is based on the audit evidence obtained up to the date of his audit report.
  However, future events or conditions may cause the Company to cease to continue as a going concern. If the statutory auditor concludes that a material uncertainty exists, there is a
  requirement to draw attention in the audit report to the related disclosures in the consolidated financial statements or, if such disclosures are not provided or inadequate, to modify the opinion expressed therein.

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Year ended December 31, 2023	5

• Evaluates the overall presentation of the consolidated financial statements and assesses whether these statements represent the underlying transactions and events in a manner that achieves fair presentation.
• Obtains sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. The statutory auditor is responsible for the direction, supervision and performance of the audit of the consolidated financial statements and for the opinion expressed on these consolidated financial statements.

• Report to the Audit Committee

We submit to the Audit Committee a report which includes in particular a description of the scope of the audit and the audit program implemented, as well as the results of our audit. We also report significant deficiencies, if any, in internal control regarding the accounting and financial reporting procedures that we have identified.

Our report to the Audit Committee includes the risks of material misstatement that, in our professional judgment, were of most significance in the audit of the consolidated financial statements of the current period and which are therefore the key audit matters that we are required to describe in this report.

We also provide the Audit Committee with the declaration provided for in Article 6 of Regulation (EU) No. 537/2014, confirming our independence within the meaning of the rules applicable in France as

set out in particular in Articles L. 821-27 to L. 821-34 of the French Commercial Code (Code de commerce) and in the French Code of Ethics for Statutory Auditors (Code de déontologie de la profession de commissaire aux comptes). Where appropriate, we discuss with the Audit Committee the risks that may reasonably be thought to bear on our independence, and the related safeguards.

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

The Statutory Auditors

French original signed by

PricewaterhouseCoopers Audit

ERNST & YOUNG et Autres

Edouard Sattler

Pierre Bourgeois

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Year ended December 31, 2023	6