SPIE SA: SPIE - Press release - 2024 Half-Year results

Cergy, July 26^th, 2024

Strong half-year results reflecting the strengths of SPIE's business model and quality of execution

• Revenue: €4,704.5 million, up +14.4% vs. H1 2023 (of which +8.3% from contribution from bolt-on acquisitions and +5.8% organic growth)
• Revenue growth in Q2 was up +16.9% vs. Q2 2023 (of which +11.3% from contribution of bolt-on acquisitions and +5.4% organic growth)
• EBITA: €265.6 million, up +20.7% vs. H1 2023
• EBITA margin: 5.6% of revenue, up +30 bps vs. H1 2023
• Adjusted net income¹, up +28.9% vs. H1 2023, at €157.6 million

Significant EBITA margin increase, +30 bps at Group level with all segments improving

• Enhanced pricing power, highly selective approach in a context of strong demand for our services and solutions, unabated focus on operational excellence and discipline across the board
• Accretive impact of recent bolt-on acquisitions

Intense bolt-on acquisitions activity, at the core of SPIE's model of value creation

• 3 bolt-on acquisitions signed to date in Germany totalling c. €320 million of full-year revenue acquired (ICG Group, MBG energy GmbH, OTTO LSE); on top of ROBUR (c.€ 380 million) announced in 2023, closed in 2024
• 1 bolt-on acquisition in the nuclear domain (HORUS) in France signed in July 2024
• Very rich pipeline of bolt-on opportunities across our existing geographies

Leverage ratio: a sound financial structure

• Leverage ratio: end of June 2024 at 2.4x compared to 2.3x at end of June 2023 (excluding IFRS 16)
• Self-financed M&A translated into a limited increase of the leverage ratio thanks to a lower working capital seasonality effect in H1 2024

Sustainability: upgrade of our MSCI rating and update on our progress on Scope 1, 2 & 3 emissions

• MSCI upgraded SPIE to 'A' rating, highlighting the Group's governance and transparency policies
• Substantial progress in reducing Scopes 1, 2, and 3 emissions, underscoring SPIE's commitment to decarbonation targets

2024 outlook firmed-up with EBITA margin reaching at least 7% of revenue

• Further organic growth, at a slower pace than in 2023 (unchanged)
• EBITA margin: at least 7% of revenue (a minimum of +30 bps increase compared to 2023)

(Previously: "Further EBITA margin increase")

• Continuation of a dynamic bolt-on M&A strategy, remaining at the core of SPIE's business model (unchanged)
• The proposed dividend pay-out ratio will remain at c.40% of Adjusted Net Income¹ attributable to the Group (unchanged)

The Group's EBITA margin mid-term guidance (2025) is now expected to be reached one year in advance. The Group plans to organize a Capital Market Day by mid-2025.

Gauthier Louette, Chairman & CEO, said: "In H1 2024 SPIE delivered another very strong performance after a record year in 2023. It illustrates the strengths of its business model and SPIE's unique positioning in highly valuable multi-technical services supporting the accelerating energy transition and digital transformation markets. SPIE has forged a well-balanced business profile with predominant positioning in asset support, offering visibility and recurring revenue. Our long-lasting relationships with customers along with the mission critical nature of our services serve as key cornerstones. This obviously reinforces our confidence to weather the current French context.
Our geographical footprint is increasingly well-diversified with the strengthening of our presence in the energy transition markets in Germany and the Netherlands. Germany is this year the first contributing country of the Group.
H1 2024, has been very active on the M&A front with notably the closing of ROBUR and Correll Group as well as the announcement of 4 new acquisitions to date, of which 3 in Germany. Bolt-on M&A remains at the core of our strategy and the integration of the recent acquisitions is well on track.
These very strong H1 2024 results enable us to firm-up our guidance for the year 2024 with an EBITA margin of at least 7% of revenue, achieving the 2025 margin target one year in advance".

H1 2024 results

In millions of euros	H1 2024	H1 2023	Change
Revenue	4,704.5	4,114.0	+14.4%
EBITA	265.6	220.0	+20.7%
EBITA margin	5.6%	5.3%	+30 bps
Net income (Group share)	56.8	73.2	-22.4%
Adjusted net income2 (Group share)	157.6	122.3	+28.9%
Net debt (excl. IFRS 16)	(1,834.7)	(1,346.8)	-488.0
Leverage ratio3 (excl. IFRS 16)	2.4x	2.3x	+0.1x

Group revenue stood at €4,704.5 million in H1 2024, up +14.4% compared to H1 2023. Revenue organic growth was up +5.8%, confirming the strong demand on our markets. Changes in perimeter accounted for +8.3%, related to the contribution effect of acquisitions. Currency movements impacts were +0.3%.

Group EBITA rose by +20.7% compared to H1 2023, to €265.6 million. EBITA margin was at 5.6% of revenue, up +30 bps compared to H1 2023, thanks to our enhanced pricing power, highly selective approach in a context of strong demand for our services and solutions, unabated focus on operational excellence and discipline across the board, as well as an accretive impact of recent bolt-on acquisitions.

Net income (Group share) was at €56.8 million (compared to €73.2 million in H1 2023), down
-22.4%, mainly due to the negative €(53.8) million non-cash impact related to the split accounting method of the ORNANE in accordance with IFRS.

Adjusted net income⁴ (Group share) was €157.6 million, up +28.9% year-on-year, mainly supported by the EBITA increase of +20.7% and well-contained financial costs.

Operating cash flow and net debt (excluding IFRS 16)

SPIE's structurally negative working capital stood at €(456.9) million at end of June 2024, corresponding to (17) days of revenue (compared to €(366.7) million at end of June 2023, corresponding to (16) days of revenue). Excluding the impact of the 2024 consolidated acquisitions, the working capital would represent (21) days at end of June 2024. This is an excellent performance, in line with the historical seasonality pattern and reflecting the strong discipline regarding invoicing and cash collection process across the board.

As induced by SPIE's usual working capital seasonal pattern (which translates into a cash outflow in H1 and a cash inflow in H2) the operating cash flow is negative in H1. It has improved to
€(79.9) million in H1 2024 (compared to €(203.9) million in H1 2023) in accordance with the EBITA performance and thanks to a lower seasonality of the working capital in H1 2024. The free cash flow was accordingly improved to €(211.1) million (compared to €(313.1) million in H1 2023).

Net debt excluding IFRS 16 was €1,834.7 million at end of June 2024, compared to €1,346.8 million at end of June 2023. Leverage ratio⁵ excluding IFRS 16 reached 2.4x at end of June 2024 compared to at 2.3x at end of June 2023. Self-financed M&A (corresponding to €721.7 million cash-out in H1 2024) translated into a limited increase of the leverage ratio thanks to a lower working capital seasonality effect in H1 2024.

Financing and liquidity

The Group's liquidity stands at €1,045.6 million at end of June 2024, including €345.6 million of cash and €700 million of undrawn Revolving Credit Facility (compared to €1,171.7 million at end of June 2023).

In June 2024, SPIE extended and increased the revolving credit facility to €1,000m⁶ until 2029 (compared to €600m until 2027 before) under the same financing conditions as in October 2022 (refer to the appendix of the present press release for further details). The revolving credit facility is primarily dedicated to maintaining a high level of liquidity and to finance the external growth of the Group.

As of June 30^th, 2024, the revolving credit facility has been drawn down for €300 million, following an initial 3-month drawdown of €200 million in April 2024, and a 3-month drawdown of €100 million in June 2024.

The Group has no upcoming maturity before June 2026 and benefits from optimised financing conditions in a context of higher interest rates.

SPIE's long term corporate credit rating granted by Standard & Poor's and Fitch are at BB+ both with stable outlook. This rewards our strong performance and the Group's sound financial structure.

Analysis by segment

Half-Year 2024 revenue

In millions of euros	H1 2024	H1 2023		Change	o/w organic growth	o/w external growth	o/w disposal	o/w foreign exchange
France	1,649.5	1,585.9		+4.0%	+2.1%	+1.9%	-		-
Germany	1,459.2	1,117.7*		+30.6%	+6.0%	+24.6%	-		-
North-Western Europe	954.0	869.8		+9.7%	+8.3%	+1.4%	-		-
Central Europe	379.8	353.8*		+7.3%	+3.2%	+0.7%	-		+3.4%
Global Services Energy	262.0	186.8		+40.2%	+29.3%	+11.5%	-		-0.6%
Group revenue	4,704.5	4,114.0		+14.4%	+5.8%	+8.3%	-		+0.3%

* Reclassification of Traffic System revenue from Germany to Austria (for €3.0 million in H1 2023) compared to the segmentation provided in the FY2023 results press release. The table presenting the new segmentation with 2023 figures is in the appendix of the present press release.

Quarterly organic growth by segment

	Q1 2024	Q2 2024		H1 2024
France	+2.2%	+2.1%		+2.1%
Germany	+4.1%	+7.8%		+6.0%
North-Western Europe	+10.0%	+6.8%		+8.3%
Central Europe	+3.2%	+3.3%		+3.2%
Global Services Energy	+43.7%	+15.8%		+29.3%
Group	+6.2%	+5.4%		+5.8%

EBITA

In millions of euros	H1 2024	H1 2023	Change
France	98.7	94.1	+4.9%
In % of revenue	6.0%	5.9%	+10 bps
Germany	75.3	53.0*	+41.9%
In % of revenue	5.2%	4.7%*	+50 bps
North-Western Europe	56.0	46.7	+19.9%
In % of revenue	5.9%	5.4%	+50 bps
Central Europe	11.3	8.6*	+31.1%
In % of revenue	3.0%	2.4%*	+60 bps
Global Services Energy	22.0	15.2	+45.4%
In % of revenue	8.4%	8.1%	+30 bps
Holding	2.3	2.4	-
Group EBITA	265.6	220.0	+20.7%
In % of revenue	5.6%	5.3%	+30 bps

* Reclassification of Traffic System EBITA from Germany to Austria (for €0.2 million in H1 2023) compared to the segmentation provided in the FY2023 results press release. The table presenting the new segmentation with 2023 figures is in the appendix of the present press release.

France

The France segment's revenue grew by +4.0% in H1 2024, including a +2.1% organic growth and +1.9% linked to bolt-on acquisitions contribution.

The organic growth remained solid in H1 2024 at +2.1% considering the challenging comparison basis. Technical Facility Management activities were very dynamic marked by a high rate of contract renewals, notably with blue chip customers requiring a national footprint, as well as the deployment of energy performance contracts. Building Solutions was well-oriented, notably with projects in buildings renovation and the deployment of our energy efficiency solutions. City Networks was supported by the contracts in smart city segment (notably smart public lighting solutions) and public transport, while revenue decrease from our fibre activities remained well-contained. Industry Services, driven by decarbonation and electrification projects, remained resilient with the diversity of the sectors we address. Nuclear services revenue growth remained constrained. We will see our first contribution of the new nuclear program with the new order received from EDF for the main diesel backup generators for the six EPR2-type nuclear reactors.

EBITA margin was up +10 bps (at 6.0% of revenue in H1 2024 compared to 5.9% in H1 2023) thanks to our permanent focus on quality of execution, discipline and our added-value innovative solutions.

We remain confident to weather the current French context and in our ability to deliver solid activity and performance levels going forward, thanks to the well-proven resilience of our business.

Germany

Revenue in Germany increased by +30.6% in H1 2024, including a +6.0% organic growth and a +24.6% growth contribution from bolt-on acquisitions (ECS, Bridging IT, ROBUR, ICG Group and MBG energy GmbH).

In H1 2024, organic growth was very strong in Germany thanks to our unique positioning in High Voltage and City Networks and Grids activities where the backlog further increased from an all-time high. The growth was mainly driven by projects for connecting renewable energy sources to the grids (high voltage lines and substations), expanding the capacity of the grids and deploying smart monitoring systems. Technical Facility Management activities did ramp up in Q2 2024 and will continue to do so in H2 2024.

ROBUR, setting up our Industry Services activity in Germany, was consolidated as from March 1^st, 2024 (4 months contribution) and did deliver a good performance. ICG Group (not yet consolidated) included in City Networks and Grids activities did contribute for 3 months. Their integration plans are progressing as contemplated.

All in all, with the full year contribution of these acquisitions compounded by the superior organic growth, Germany becomes this year the largest reporting segment for SPIE.

EBITA margin in Germany increased by +50 bps in H1 2024 (at 5.2% of revenue compared to 4.7%⁷ in H1 2023) with a positive mix effect from our T&D (Transmission & Distribution) activities, the accretive impact of recent bolt-on acquisitions and a permanent focus on quality of execution across the board.

North-Western Europe

Revenue in the North-Western Europe segment increased by +9.7% in H1 2024, including a +8.3% organic growth. Growth from bolt-on acquisitions contribution was +1.4%.

The Netherlands recorded an exceptional organic growth in H1 2024. This performance was driven by High Voltage activities (overhead lines and substations) as well as a dynamic bridges and locks market benefitting from significant spending for renovations and upgrades across the country. Industry Services was at a high level of organic growth with transformation projects in electrification and digitalisation. Building Solutions activities remained dynamic and supported by remarkable contracts, mainly related to renovation and decarbonation, with blue chip customers.

In Belgium, organic growth was supported by High Voltage projects nurtured by massive investments made by the main Belgian TSO (Transmission System Operator), while Building Solutions was fuelled by renovation contracts for existing facilities.

EBITA margin of North-Western Europe increased by +50 bps in H1 2024 (at 5.9% of revenue compared to 5.4% in H1 2023), with a favourable mix effect and a proven pricing power in the Netherlands, and Belgium constantly improving.

Central Europe

In H1 2024 revenue in Central Europe was up +7.3%, including a +3.2% organic growth and +0.7% related to growth from bolt-on acquisitions contribution. The foreign exchange amounted to +3.4%, mainly linked to the Zloty, the Czech Crown and the Swiss Franc.

But for Switzerland, the momentum was very strong in Central Europe, particularly in Austria driven by tunnels and transportation infrastructures projects. Poland was very dynamic in High Voltage with a strong activity in the construction of substations for TSOs (Transmission System Operators) and in the connection of renewables to the grid (wind and photovoltaic) while the modernization of public lighting is expanding in the country.

In Switzerland, the organic growth was in negative territory due to the very challenging comparison basis observed in 2023 which benefitted from the catch up of the supply chain delays in Information and Communication Services.

The EBITA margin of Central Europe increased by +60 bps in H1 2024 (at 3.0% of revenue compared to 2.4% in H1 2023) thanks to the quality of execution and a strong pricing power in some markets.

Global Services Energy

In H1 2024, the Global Services Energy segment's revenue was up +40.2% year-on-year with an exceptionally strong organic growth of +29.3%. Growth from bolt-on acquisitions contribution had a +11.5% impact (Correll Group); the currency movements had a -0.6% impact, primarily related to the USD/EUR parity.

Global Services Energy experienced an exceptional level of organic growth in H1 2024 explained by the ramp-up of several pluriannual contracts (operations and maintenance) as well as the contribution of a shutdown operation for a customer offshore Sub-Saharan Africa.

In June 2024, Global Services Energy launched its new Wind Power business unit which followed the acquisition of Correll Group; the integration process is well on track as per our action plan. The creation of Wind Power business unit highlights SPIE Global Services Energy's ambition to become an offshore wind services international champion.

EBITA margin rose by +30 bps (at 8.4% of revenue, compared to 8.1% in H1 2023) thanks to the proven pricing power and an unabated focus on operational excellence.

Acquisitions & perimeter

Bolt-on M&A

SPIE dedicates part of its free cash flow to fund a regular stream of small and mid-size bolt-on acquisitions. This bolt-on strategy is at the core of SPIE's growth model and contributes to the expansion of the Group's service offering and footprint density. SPIE operates in highly fragmented markets and therefore enjoys a rich pipeline of future M&A opportunities.

On March 11^th, 2024, SPIE signed an agreement for the acquisition of ICG Group, a German leading turnkey service provider for telecommunication infrastructure (for both fibre and 5G Mobile telecommunications networks). ICG Group covers the entire value chain and operates across the whole country through a customer portfolio which comprises network operators, infrastructure providers and municipalities. ICG Group generated a revenue of c. 230 million euros in 2023 with margins north of 10% in line with the sector; the company employs approximately 720 highly skilled employees.

With this acquisition SPIE enters the market for 5G mobile telecommunications infrastructure and significantly strengthens its position in the fibre networks, a crucial move as Germany is still in the early stages for the roll-out of fibre across the country and is lagging behind the other European countries in that field.

The transaction multiple was 9.1x EBITA 2023 and 7.5x EBITA 2024E. The transaction will result in a mid-single digit EPS accretion for the Group as soon as the first year of consolidation. The acquisition was financed with the existing financial resources of the Group while maintaining its sound financial policy regarding leverage ratio. SPIE acquired c.92% of the share capital at closing, while the remaining 8% shareholding were retained by the current management team who remains in place and contributes to pursue the business development. The agreement includes put and call mechanisms related to the 8%. The transaction was closed on April 18^th, 2024.

On March 27^th, 2024, SPIE announced the acquisition of c.75% of MBG energy GmbH, a provider of engineering, procurement and construction (EPC) services for the photovoltaic roll-out mainly for rooftop installation on buildings in North-Eastern Germany. The company, headquartered in Berlin, was founded in 2018 and employs 47 employees. The company generated a revenue of approximately 15 million euros in 2023. With this acquisition, SPIE strengthens its position in the fast-growing photovoltaic roll-out market and gains competences in that field in a context of the adoption by the European legislators of the EU Solar Standard within the European Performance of Buildings Directive. This legislation is set to require solar installations on buildings across the European Union. The acquisition of MBG energy GmbH will also provide with potential commercial synergies with the existing Technical Facility Management segment of SPIE in Germany.

The management team of MBG energy GmbH comprises the founders who joined SPIE's team to further develop the business and they stay as minority shareholders. Thus, SPIE acquired c.75% of the share capital, while the remaining c.25% shareholding is retained by the current management team. The agreement includes put and call mechanisms related to the c.25%.

On July 17^th, 2024, SPIE announced the acquisition of c.87% of Otto Life Science Engineering GmbH (OTTO LSE) in Germany. Headquartered in Nuremberg in Bavaria, OTTO LSE was founded in 2017 and operates from 6 offices across Germany. The company is a specialised provider of EPC services (Engineering, Procurement and Construction) for pharmaceutical and biotech production facilities and laboratories. OTTO LSE has a unique selling proposition with its turnkey solutions and has a solid project track record in the sector. The company covers the entire value chain (from planning, designing, delivering to re-qualifying) with outstanding skills and unique know-how providing for high added value solutions in process design, pure media, clean room, building technology management, dedicated to a first-class client base. Active in a very dynamic market and focusing on high added value solutions, OTTO LSE delivers a very high and recurring level of profitability (above 20% EBITA margin). The revenue generated by the company in 2023 was close to €75 million with c.140 highly skilled employees.

With this acquisition SPIE will reinforce its presence in the attractive and dynamic pharmaceutical and biotech sectors.

The transaction multiple is below 8x the forecasted EBITA 2024. The transaction will result in an EPS accretion for the Group from the first year of consolidation. The acquisition will be financed with the existing financial resources of the Group while maintaining its sound financial policy regarding leverage ratio. SPIE will hold c.87% of the share capital, while the remaining c.13% shareholding will be retained by the current management team who will remain in place and will contribute to pursue the business development. The agreement includes put and call mechanisms related to the c.13%. The closing of the transaction is expected for Q3 2024.

On July 24^th, 2024, SPIE announced the acquisition of 100% of ABC, ETC, and SIRAC, leaders in non-destructive testing and inspections in the nuclear industry. Grouped under the GIE⁸ HORUS, the three companies ABC, ETC, and SIRAC are leaders in the market for non-destructive testing and inspections in the nuclear industry (radiographic, ultrasonic and penetrant testing, as well as magnetic particle inspection) and operate throughout France with over 300 qualified employees. Altogether, the three companies generated nearly 35 million euros of revenue in 2023. With this acquisition, SPIE expands its expertise in nuclear site maintenance. The anticipated development of new nuclear reactors (EPR2) and the extension of the lifespan of existing plants will result in sustained growth in inspection and maintenance activities over the coming decades.

Sustainability: update on progress made on Scopes 1, 2 and Scope 3 and upgrade of MSCI rating

SPIE is fully mobilised to deliver on its Sustainability 2025 roadmap, with significant progress made towards its decarbonisation targets for Scope 1, 2, and 3 emissions.

For Scopes 1 and 2 direct emissions, the Group is on track, driven by a significant increase of the share of battery electric vehicle orders that reached 74% at end of June 2024, up from 54% at the end of 2023. As a reminder, machinery and vehicle fuel consumption account for c.90% of SPIE's total direct emissions.

Regarding scope 3, the proportion of emissions related to our procurement made with suppliers who have set ambitious targets to reduce their carbon footprint has increased from 47% at end of December 2023 to 52% at end of June 2024 (67% targeted for 2025), highlighting the continuous efforts made by the Group with its major suppliers and subcontractors. In addition to all measures implemented to train and engage, SPIE collaborates with service providers to help small suppliers establish a first carbon footprint assessment and develop an emissions reduction plan.

SPIE's rating was upgraded by MSCI to 'A' in June 2024 (compared to BBB in 2023). This upgrade highlights SPIE's strong governance practices and transparency, strengthening its leadership among peers. MSCI has particularly underscored SPIE's well-structured Board, tailored to provide effective strategic oversight for company management, along with an independent audit committee with strong financial expertise.

2024 outlook firmed-up with EBITA margin reaching at least 7% of revenue

- Further organic growth, at a slower pace than in 2023
(unchanged)
- EBITA margin: at least 7% of revenue (a minimum of +30 bps increase compared to 2023)
(Previously: "Further EBITA margin increase")

• Continuation of a dynamic bolt-on M&A strategy, remaining at the core of SPIE's business model (unchanged)
• The proposed dividend pay-out ratio will remain at c.40% of Adjusted Net Income⁹ attributable to the Group

(unchanged)

The Group's EBITA margin mid-term guidance (2025) is now expected to be reached one year in advance.

Interim dividend

SPIE will pay an interim cash dividend of €0.25 per share on September 20^th, 2024 (ex-date: September 18^th, 2024), i.e. 30% of the approved dividend for 2023.

Consolidated financial statements

The consolidated financial statements of the SPIE Group as of and for the six months ended
June 30^th, 2024 were authorised for issue by the Board of Directors on July 25^th, 2024. Auditors' limited review of the consolidated financial statements is complete and the statutory auditors' report on the 2024 half year financial information has been issued. The audited consolidated financial statements (full financial statements and notes) and the slide presentation of the 2024 half-year results are available on our website www.spie.com, in the "Investors" section.

Subsequent events

The subsidiaries SPIE Oil & Gas Services and SPIE Operations have been informed that the Parquet National Financier (French Financial Prosecutor) considers that proceedings should be brought against them and certain employees before the Tribunal Correctionnel (Criminal Court) of Paris in connection with allegations of bribery of a public official in Indonesia in the context of a dispute with a former Oil & Gas employee whose dismissal occurred approximately ten years ago. SPIE vigorously denies these allegations and fully cooperates with the procedure.

Conference call details for investors and analysts

Date: Friday, July 26^th, 2024
9.00 am Paris time - 8.00 am London time

Speakers:
Gauthier Louette, Chairman & CEO
Jérôme Vanhove, Group CFO

Dial-in details:

• France: [phone]
• UK-Wide: [phone]
• US: [phone]
• Password: SPIE

Webcast link:

-https://channel.royalcast.com/landingpage/spie/20240726_1/

Next events

September 2^nd and 3^rd, 2024: London Roadshow (Morgan Stanley)

September 3^rd, 2024 (afternoon): UBS Business Services, Leisure and Transport Conference (London)

September 4^th, 2024: Frankfurt Roadshow (BofA)

September 5^th and 6^th, 2024: Nordics Roadshow (Oddo)

September 9^th and 10^th, 2024: Paris Roadshow (Bernstein SG)

September 11^th, 2024: Kepler Autumn Conference (Paris)

September 20^th, 2024: Interim dividend payment (ex-date: September 18^th, 2024)

October 31^st, 2024: Quarterly information at September 30^th, 2024

Financial definitions

Organic growth represents the production completed during the six months of year N by all the companies consolidated by the Group for the financial year ended December 31^st of year N-1 (excluding any contribution from any companies acquired during year N) compared with the production performed during the 6 months of year N-1 by the same companies, independently of the date on which they were first consolidated within the Group.

EBITA represents operating income mainly before amortization of allocated goodwill, IFRS2 non-cash charges and IFRS3 M&A costs. Detailed bridge from EBITA to Operating income is set forth in appendix.

Pro-forma EBITDA corresponds to income generated by the Group's permanent operations over 12 months before tax and financial income, including the impacts over 12 months of acquisitions. It is calculated before depreciation of tangible assets and amortisation of goodwill. It excludes the impact of IFRS 16.

Adjusted net income: correspond to net income adjusted for i) operating income items restated from the Group's EBITA, ii) the change in fair value and amortisation costs of derivative related to the ORNANE, and iii) the corresponding normative tax income adjustment.

Operating Cash-flow is the sum of EBITA, amortisation expenses, change in working capital requirement, and provisions related to income and expenses included in EBITA, minus net investment flows (excluding acquisitions) for the period. It excludes the impact of IFRS 16.

Cash-conversion is the ratio of operating cash-flow of the year to EBITA excluding IFRS 16 of the same year.

Free cash-flow is defined as operating cash-flow minus taxes, net interest paid, restructuring and discontinuation items and before acquisitions and disposals proceeds and charges. It excludes the impact of IFRS 16.

Leverage is the ratio of net debt excluding impact of IFRS 16 at end of June to pro forma EBITDA (including full-year impact of acquisitions and disposals) on a trailing twelve-month basis.

Segment Central Europe includes Poland, Switzerland, Austria, Czech Republic, Hungary and Slovakia.

Segment North-Western Europe includes The Netherlands and Belgium.

About SPIE

SPIE is the independent European leader in multi-technical services in the areas of energy and communications. Our 50,000 employees are committed to achieving the energy transition and responsible digital transformation alongside our customers.
SPIE achieved in 2023 consolidated revenue of €8.7 billion and consolidated EBITA of €584 million.

Contacts

SPIE Pascal Omnès Group Communications Director Tel. + 33 (0)1 34 41 81 11 [e-mail]

SPIE Audrey Bourgeois Investor Relations Director Tel. + 33 (0)1 34 41 80 72 [e-mail]

IMAGE 7 Laurent Poinsot & Claire Doligez Tel. + 33 (0)1 53 70 74 70 [e-mail]

www.spie.com
https://www.facebook.com/SPIEgroup
http://twitter.com/spiegroup

Disclaimer

Certain information included in this press release are not historical facts but are forward-looking statements. These forward-looking statements are based on current beliefs, expectations and assumptions, including, without limitation, assumptions regarding present and future business strategies and the environment in which SPIE operates, and involve known and unknown risks, uncertainties and other factors, which may cause actual results, performance or achievements, or industry results or other events, to be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements speak only as of the date of this press release and SPIE expressly disclaims any obligation or undertaking to release any update or revisions to any forward-looking statements included in this press release to reflect any change in expectations or any change in events, conditions or circumstances on which these forward-looking statements are based. Such forward- looking statements are for illustrative purposes only. Forward-looking information and statements are not guarantees of future performances and are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of SPIE. Actual results could differ materially from those expressed in, or implied or projected by, forward-looking information and statements. These risks and uncertainties include those discussed or identified under Chapter 2 "Risk factors and internal control" of SPIE's 2023 Universal Registration Document, filed with the French Financial Markets Authority (AMF) on April 5^th, 2024 under number D.24-0245, which is available on the website of SPIE (www.spie.com) and of the AMF (www.amf-france.org). This press release includes only summary information and does not purport to be comprehensive. No reliance should be placed on the accuracy or completeness of the information or opinions contained in this press release. This press release does not contain or constitute an offer of securities for sale or an invitation or inducement to invest in securities in France, the United States or any other jurisdiction.