Since the last decade, Digital (IoT, Cloud, Data, AR/VR, AI/Machine Learning, PLM and digital twin, Cybersecurity, UX/UI, etc.) has been developing very strongly on the one hand in the Product cycle (in design, production or in operation/maintenance in operational conditions), and on the other hand in the Client Relationship (web and mobile, UX/UI). Uncertainties related to geopolitics or the outlook for the world economy have had a relatively small effect on R&D investment, which will continue to grow at a high rate (+6% per year by 2025). In France, according to Pierre Audoin Conseil (PAC), the expected evolution of the ETC (Engineering and Technology Consulting) market accessible to ALTEN is summarised in the following table:

An offering covering all technological Engineering & IT Services projects.

The ALTEN Group is involved in all projects with a technological dimension for the Technical, Research & Development Divisions and Information Systems Divisions of major corporate, telecoms and service clients, requiring the involvement of high-level Consultant-Engineers.

This strategic positioning is based on:

• two business lines:

• ●Engineering;
• ●IT Services.

• engineer-level offerings that cover all technological Engineering and IT Services projects:

• ●Core business ALTEN offering;
• ●specific offerings, via our subsidiaries specialised in Consulting and Expertise;
• —Consulting:
  • —MI-GSO | PCUBED, CORTAC, META PM
  • PMO and Change Management Consulting,
  • —AVENIR CONSEIL, QUICK RELEASE
  • Consulting and Training in PLM Management and PDM,
  • —OPTIMISSA, NEXEO
  • IT Consulting in Market Finance,

• ●Expertise:
  • —LINCOLN, SDG GROUP
  • Data Science – BI,
  • —AIXIAL, CMED
  • Life Sciences: CRO and Clinical Operations,
  • —CADUCEUM
  • Life Sciences: Quality and Manufacturing,
  • —ATEXIS
  • Client Support and MCO,
  • —WAFER SPACE, SI2Chip
  • VLSI – Chip & MicroChip design,
  • —CLEVERTASK
  • Digital transformation,
  • —AFOUR, VOLANSYS
  • Product engineering,
  • —ICONEC
  • Telecommunications,
  • —QUALITANCE
  • Software development,
  • —METHODS
  • Cloud architectures and digital transformation,
  • —ANOTECH
  • Design office – Infrastructure – Operations – Oil & Gas.
  •  

ALTEN’s historical core business is Engineering and has been recognised for more than 30 years as the benchmark technological partner of major clients within the industry. The Group has developed its complementary and historical positioning in IT Services to provide high value-added technological responses on:

• ●end-to-end control of the application lifespan;
• ●software testing;
• ●data management and valuation;
• ●infrastructures and networks;
• ●migration to Cloud, data protection and Cybersecurity;
• ●integration of third-party software, such as ERP, CRM or PLM tools;
• ●training in IT methods and business lines. The ALTEN Academy, deployed in several of the Group’s countries, offers international certification courses: ISTQB, IREB, IQBBA, SAFe, Scrum.org, ITIL and PMI.

ALTEN has a technical organisation recognised worldwide for its excellence.

ALTEN’s project management methodologies are assessed at Capability Maturity Model & Integration (CMMI) level 3.

The main business sectors in which the ALTEN Group operates are described in pages 48 and following of this Document.

The tables below supplement this information.

Breakdown of consolidated revenue by main business sector for the period covered by the historical financial information:

Distribution of revenue by main geographical areas:

ALTEN SA is the parent company of the ALTEN Group. ALTEN SA conducts both operational activities and operational holding activities for the Group. It conducts the following activities as part of its parent-subsidiary relationship with the Group’s subsidiaries:

• ●management and strategy consultancy;
• ●communication and marketing;
• ●finance (accounting, management oversight, cash management, taxation, etc.);
• ●legal (company law, contracts, dispute resolution, labour law, claims, mergers and acquisitions, etc.);
• ●internal development (recruitment and training of Sales Managers, etc.);
• ●administration and human resource management (career management, payroll, employee relations, etc.);
• ●computing (IT Systems and Networks/Telecommunications);
• ●purchases (policy, invitations to tender, negotiations);
• ●general resources, management of premises (logistics, care, maintenance, etc.).

The subsidiaries are billed for these services in line with the transfer pricing policy implemented within the Group.

ALTEN SA has formed a central corporate treasury within the Group through its subsidiary, ALTEN CASH MANAGEMENT.

ALTEN SA also allows some of its subsidiaries to benefit from major client referrals.

At 31 December 2022, the ALTEN Group was composed of just over 200 subsidiaries located in Europe, North and South America, Asia, Africa and the Middle East.

ALTEN has implemented a risk management framework on both a Group and annual mapping of major risks and a review of its main processes.

The purpose of this framework is to allow Group Management to maintain risks at an acceptable level, thus preserving the Group’s reputation and value of its assets.

In particular, the risk management framework deployed within ALTEN includes:

• ●a continuous steering of the risk management framework led by the Group Risk and Compliance Department;
• ●a risk management process for the identification, analysis and treatment of risks;
• ●a network of Group Risk Referents selected for their business expertise (e.g. Finance Department for financial category risks).

Step 1: local mapping of major risks (risk identification and assessment performed by all subsidiaries and corporate departments for their own respective scope).

Step 2: consolidation of local mappings by the Group Risk and Compliance Department.

Step 3: Group’s major risks mapping conducted by the Group Risk and Compliance Department with the support of the Group Risk Referents. The analysis is carried out based on the local mappings and the business expertise of the Risk Referents.

Step 4: validation by General Management of the Group’s major risks mapping along with the summary of the main risks that is intended to be included in the Universal registration document.

Step 5: approval by the Audit Committee of the Board of Directors of the Group’s major risk mapping.

The table below highlights the Group’s main risks on the date of filing this Universal registration document.

These risks are classified by category and ranked according to their priority area. As described in point 2.1.2.1 “Risk assessment”, the risk priority area results from its criticality (obtained with the probability of occurrence and the level of negative impact) combined with the level of control by ALTEN.

Risk factors and associated prevention and management measures are described below in Section 2.3 “Risk factors and risk management”.

The Group’s major risk mapping exercise conducted in 2022 showed that there was no change in terms of exposure for the Group’s main risks identified in 2021.

In addition, the current international geopolitical context has led to the emergence of a new risk entitled “geopolitical risk”. The "Risk related to the COVID-19 pandemic" presented in 2021 has been renamed "Health risk" to capture all major health risks.

The Group’s insurance policy is associated with a strong initiative to prevent and protect against risks. All Group companies are insured through top-ranking insurance companies for all major risks that could significantly impact their business, results or assets.

The main risks insured are those related to:

• ●liability (contractual and extracontractual) for damage caused to third parties;
• ●damage suffered by the Group such as property damages and business interruptions.

The risk management and internal control systems contribute to the control of the Group’s activities. The Group relies on the reference framework and its application guide published by the Autorité des Marchés Financiers (AMF).

The internal control and risk management framework is defined in the Group as a process implemented by the General Management and all employees to provide reasonable assurance on:

• ●the compliance with laws and regulations;
• ●the prevention and detection of fraud and errors;
• ●the implementation of guidelines and strategies set by General Management;
• ●the optimisation of operational activities;
• ●the proper functioning of the Group’s internal processes, especially those affecting the protection of its assets;
• ●the reliability and quality of information used within the Group and disseminated externally;
• ●generally, the control of its activities, the efficiency of its operations and the effective use of its resources.

The Group ensures that this framework is applied to all of its subsidiaries, i.e. ALTEN SA and all companies consolidated using the full consolidation method. Recently acquired companies or groups of companies are gradually integrated into the risk management and internal control framework.

One of the objectives of the internal control framework is to prevent and limit all risks resulting from the Group’s activities, particularly accounting, financial, operational, strategic and compliance risks. However, it cannot provide an absolute guarantee that objectives will be achieved or that the risks, whose likelihood of occurrence and potential impact it seeks to reduce, will be eliminated.

ALTEN (hereinafter the “Company”) refers to the recommendations of the Middlenext Corporate Governance Code (hereinafter the “Middlenext Code”).

ALTEN complies with all of the recommendations of the Middlenext Code, with the exception of the point relating to assignments that may be entrusted to the Statutory Auditors, contained in recommendation No. 2 on conflicts of interest. The latter recommends entrusting services other than certification of accounts (SOCA) to firms other than those that certify the issuer’s accounts.

Due to its numerous acquisitions throughout the world, ALTEN considers that excluding the networks of its Statutory Auditors as a matter of principle from all of its audit work on acquisition targets or one-off consulting assignments (tax or financial) would be likely to reduce, very narrowly, in certain countries, the panel of suppliers with the necessary resources and skills. ALTEN also believes that such an exclusion would have an unfavourable effect on the costs of missions as well as on their quality. The position adopted by the Company, which publishes the fees paid in this context, complies with the provisions of the French Commercial Code.

In accordance with the twenty-second recommendation of the Middlenext Code, the Board of Directors has taken note of the points of vigilance that the latter provides for, and which are subject to regular review by the board.

Finally, it should be noted that the operating rules of the Company's Board of Directors are set out in its Internal Rules, which were updated on 22 February 2022 to take into account, in particular, the 2021 revision of the Middlenext Code. The Middlenext Code is available on the Middlenext website at www.middlenext(1).

The Company has a mode of governance adapted to its specificities, which enables it to optimise its economic and financial performance and to create the most favourable conditions for the Group’s long-term development.

In 2002, the Board of Directors decided to combine the functions of Chairman of the Board of Directors and Chief Executive Officer. This decision has not been changed since then. These functions are performed by Mr Simon AZOULAY, assisted until 31 December 2022 by a Deputy CEO(2).

The Board of Directors believes that combining the functions of Chairman of the Board of Directors and Chief Executive Officer allows for a high degree of responsiveness and agility in the administration and management of the Group, as well as a direct link between management and shareholders. This organisation also promotes dynamic dialogue between management and the Board of Directors.

In addition, as the founding partner of ALTEN, Mr Simon AZOULAY still has a key operational role in the Company’s management and development.

In this regard, the Board of Directors considers that the combination of the positions of Chairman and Chief Executive Officer by Mr AZOULAY allows ALTEN to be part of a sustainable growth and value creation model.

Since 2002, the Board of Directors has seen the relevance and effectiveness of this mode of governance and has been satisfied with the balance of power between the Chairman and Chief Executive Officer and the Directors, thanks in particular to the presence, since 2018, of a Lead Director, who is independent and whose tasks are detailed below.

The creation of this function of Lead Director by the Board of Directors makes it possible, in particular, to prevent or manage any potential or proven conflict of interest situation within the board, in the event that the functions of Chairman and Chief Executive Officer are not separated.

Lastly, the significant proportion of Independent Directors sitting on the Board of Directors, i.e. 62.5% at the date of this Document, preserves the balance of powers within the board.

On the recommendation of the Remuneration and Nomination Committee and taking into account the recommendations of the Middlenext Code, the Board of Directors has established a remuneration policy for the Corporate Officers of ALTEN SA. This policy is in line with the Company’s corporate interest and contributes to its sustainability through the search for a balanced medium- and long-term performance, in particular by aligning the interests of management and shareholders. It is part of its commercial strategy as described in Chapter 1 of this Universal Registration Document.

At the last General Meeting in 2022, the remuneration policies applicable for 2022 to the Directors, the Chairman and Chief Executive Officer and the Deputy CEO were adopted in the amount of 99.99%, 90.93% and 92.76% respectively.

No item of remuneration, of whatever nature, can be decided, allocated or paid by the Company, and no commitment can be made by the Company if it does not comply with the approved remuneration policy, or, in its absence, existing remuneration or practices in the Company.

The process of deciding, revising and implementing the remuneration policy of each of the Corporate Officers is carried out by the Board of Directors, based on the opinions and recommendations of the Remuneration and Nomination Committee. It should be noted that the Chairman and Chief Executive Officer, member of the Board of Directors does not participate in the deliberations and vote on these matters.

As part of the decision-making process followed for the determination and review of the remuneration policy, the conditions of remuneration and employment of ALTEN SA employees have been taken into account by the Remuneration and Nomination Committee and the Board of Directors as follows:

• ●account taken of equity ratios;
• ●study of changes in remuneration.

In the event of changes in governance personnel, the remuneration policy will be applied to the company’s new Corporate Officers, and with the necessary adaptations where appropriate.

However, in exceptional circumstances, the Board of Directors may decide not to apply the remuneration policy if this exception is temporary, serves the corporate interest and is necessary to guarantee the long-term viability of ALTEN SA.

In such a case, the Board of Directors would decide on the recommendation of the Remuneration and Nomination Committee and would verify whether such a derogation is in line with the company’s interest and necessary to ensure the continuity or viability of the Company. All the justifications would be brought to the attention of the shareholders in the following report on corporate governance. It should be noted that the Chairman and Chief Executive Officer, member of the Board of Directors does not participate in the deliberations and vote on these matters.

The remuneration policy for the Chairman and Chief Executive Officer, established by the Board of Directors on the recommendation of the Remuneration and Nomination Committee, is as follows:

On 23 February 2023, the board decided to renew, for 2023, the policy previously applicable to the Deputy CEOs of the Company according to the same terms and conditions as those set for 2022. This would enable the Company to acquire the necessary resources in the event of the recruitment of one or more Deputy CEOs.

In its seventh resolution the General Meeting of 18 June 2020 set the remuneration of board members at €200,000 per year, valid for the current financial year and until a further decision of the General Meeting. The amount of this envelope remains unchanged for 2023.

The criteria for distributing remuneration allocated by the General Meeting to Board members have been set by the Board of Directors, on the proposal of the Remuneration and Nomination Committee, and are:

• ●attendance by Board members at Board meetings;
• ●their membership of Board Committees;
• ●whether they are Independent Directors.

The Board of Directors decided, on the recommendation of the Remuneration and Nomination Committee, to remunerate the participation in the CSR Committee created during 2022 in the same way as for the other committees.

Accordingly:

• ●€1,500 per Board meeting attended is allocated to each Independent Director, and the amount is increased to €3,000 for each attendance by the Director beyond the threshold of 75% attendance;
• ●€1,000 per Board meeting attended is allocated to each non-Executive and non-Independent Director, and the amount is increased to €2,000 for each attendance by the Director beyond the threshold of 75% attendance;
• ●€1,500 per Director is allocated for each attendance at the Remuneration and Nomination Committee;
• ●€1,500 per Director is allocated for each attendance at the Audit Committee;
• ●€1,500 per Director is allocated for each attendance at the CSR Committee;
• ●in the event of the creation of new specialised committees, the Board, at the suggestion of the Remuneration and Nomination Committee, may add to these rules;
• ●an amount of €1,500 per assignment day is allocated in the event of the completion of a specific assignment entrusted by the Board of Directors;
• ●no remuneration is awarded to Executive Directors (linked to ALTEN SA by a corporate mandate and/or an employment contract);
• ●Directors’ transport expenses will be reimbursed on presentation of receipts.

The table below indicates the duration of the office of the Company’s Executive Corporate Officers and, where applicable, the work or service contracts concluded with the Company, notice periods and the applicable termination conditions:

It is also specified that none of the Company’s other Corporate Officers have concluded a service contract with ALTEN SA and that only the Director representing employees has an employment contract with the Company.

Our international development and our position as a leader in Engineering and IT Services give us an ever greater responsibility towards all our stakeholders. ​

To meet their expectations, ALTEN relies on a four-pronged sustainable development strategy, initiated by the signing of the United Nations Global Compact:

• ●a career-accelerating employer, through:
  • –attractiveness,
  • –loyalty,
  • –talent development,
  • –skills development,
  • –mobility and career management,
  • –security,
  • –employee development,
  • –the development of labour relations;
• ●a key player in sustainable innovation, through the support given to our clients, employees and students in developing sustainable innovative solutions;
• ●a responsible partner, uncompromising on:
  • –information security,
  • –business ethics,
  • –responsible purchasing,
  • –solidarity;
• ●a company committed to reducing its environmental footprint through:
  • –reducing the energy consumption of its buildings and the use of renewable energy,
  • –the promotion of green mobility,
  • –responsible digital technology,
  • –reasoned use of natural resources and waste reduction.

In 2023, we will continue to face new challenges. As Chairman and Chief Executive Officer of ALTEN, I affirm my commitment to carry on this approach in the Group’s countries: the network of CSR referents makes it possible to capitalise on each other’s initiatives, to share our common values, and to accelerate on key issues, such as climate change".

Simon AZOULAY,

Chairman and Chief Executive Officer of the ALTEN Group

ALTEN brings together human values, sustainable development and engineering culture in the service of performance to satisfy its stakeholders. The Group’s corporate culture is based on key values shared by all its employees.

ALTEN teams cultivate the same sense of belonging to a technological environment based on:

• ●creativity;
• ●innovation;
• ●the search for solutions.

The ALTEN Group’s CSR governance is based on several committees and a CSR and Compliance Commission, created within the Executive Committee. This CSR and Compliance Committee validates the proposals of the Quality – Group CSR and Ethics and Compliance Steering Committees, and monitors the implementation of Compliance projects in the Group. 

In addition, a CSR Committee was set up in 2022. Its composition and duties are described in Section 3.1.4.4 “Committees of the Board of Directors”. It is currently composed of two independent directors.

The CSR team manages the dedicated approach across the Group thanks to a network of correspondents within subsidiaries. Reporting to the Quality and Performance Department, it aims to:

• ●develop, run and update the Group’s CSR strategy;
• ●assist subsidiaries with the local adaptation of the materiality and conduct of CSR projects;
• ●run the CSR correspondents’ network;
• ●promote the CSR approach with management of business lines;
• ●respond to non-financial assessments;
• ●ensure the efficiency of the stakeholder listening process;
• ●carry out CSR watch.

(1) The Deputy CEO, Mr Gérald ATTIA, resigned from his office with effect from 31 December 2022.

[GRI 103-1] [GRI 103-2] [GRI 103-3] [GRI 405-1]

ALTEN has established a dynamic human capital management policy. This policy makes it possible to meet the CSR challenges identified in the materiality study. This policy is rolled out on the following priority areas:

• ●talent attraction and retention;
• ●skills development;
• ●diversity and equal opportunities;
• ●health and safety in the workplace;
• ●well-being in the workplace.

The Group’s approach, based on the principles of integrity and transparency, are formulated around the following priorities:

• ●business ethics and compliance;
• ●Information Systems Security;
• ●responsible purchasing;
• ●duty of care plan;
• ●solidarity.

The Group encourages all its entities to cultivate a proactive environmental approach, based on a recognised standard or benchmark.

The Quality & Performance Department defines the Group’s environmental policy. It aims at assisting the subsidiaries in identifying and implementing concrete actions concerning:

• ●building management;
• ●control of the carbon footprint;
• ●rational use of natural resources.

The General Resources Department is committed to implementing these policies at all sites.

Its environmental approach is built around the following priorities:

• ●raising awareness of employees about eco-friendly behaviours;
• ●reducing its greenhouse gas emissions;
• ●using natural resources in a reasonable manner and reducing waste.

ALTEN is aware that its activities and sectors give it an indirect environmental responsibility to its clients. Thus, the Group is committed to developing innovative and sustainable solutions and to acting in favour of Responsible Digital Technology.

The ALTEN Group has studied the risks and opportunities that climate change represents for its activities based on the recommendations of the Task Force on Climate-Related Financial Disclosures (TCFD). The study methodology is broken down into several stages:

• ●identification of physical and transition climate scenarios related to climate change;
• ●analysis of potential negative consequences;
• ●assessment of the potential impact on the company.

In 2022, the study covers the France scope.

ALTEN’s activities can be divided into two main categories:

• ●activities carried out at the Group's sites where services are provided to clients and the internal operating bodies;
• ●activities carried out on its clients' sites.

In the first category, only "office" activities are carried out, which give them a very low risk in relation to the physical hazards of climate change, apart from the geographical location of the sites.

The second category includes the Engineering activities of ALTEN's teams, which work directly in its clients' offices, plants or production facilities. The vulnerability to physical climate risks is also fairly minimal in the short and medium term.

Nevertheless, depending on the business sector in which the ALTEN Group's clients operate, the business could be exposed to transition risks.

Regardless of the nature and method of implementation, the geographical and sectoral breakdown of the ALTEN Group's business in France and around the world clearly mitigates the potential impact of climate change risks to which the Group may be exposed.

They must nevertheless be analysed.

The ALTEN Group conducted a comparative study of the physical and transition climate scenarios proposed by the CDP, taking into account reference documents such as "Comparison of physical climate scenarios RCP" (Representative Concentration Pathway) and "Comparison of transition scenarios". ​

Three RCP climate scenarios were selected:

• ●the first with a low radiative forcing assumption (more or less strong global warming): RCP 2.6;
• ●the second with an intermediate radiative forcing assumption: RCP 4.5;
• ●the third with a strong radiative forcing assumption: RCP 8.5.

While taking into account the likelihood of these scenarios occurring.

In line with the TCFD recommendations, the transition risk is linked to the transformations induced by the necessary adaptation to a low carbon future. ​ 18 negative consequences related to the transition scenarios were therefore analysed.

Whatever the report used (IPCC, DRIAS, etc.), the scenarios are systematically associated with a certain number of indicators showing the evolution of climate hazard factors (average temperature, rainfall, number of hot days, etc.) between a current reference period and a specific time horizon (beginning of the century, 2021-2050; middle of the century, 2041-2070; end of the century, 2071-2100). ​ From these physical climatic hazards, a number of potentially negative consequences for the company were derived, which were then studied according to the location and business sector and then adapted to the situation. ​

The analyses identified:

• ●the main physical risks that could have potential impacts on two key business processes: human resources management and infrastructure management;
• ●a risk management plan.

Concerning the Human Resources Management process, the risk retained is the loss of productivity, which would come from a set of negative climate consequences. For example, the increase in the recurrence of extreme events.

This loss of productivity would be more or less significant depending on the intensity of climate change taken into account in the various climate scenarios studied.

For the Infrastructure Management process, three risks were identified: infrastructure degradation, energy shortages and rising energy costs. Indeed, climate change could lead to peaks in energy demand, which could potentially result in discontinuity of access to energy and increased costs for the company.

The management of physical risk therefore involves the implementation of mitigation actions to make the risk acceptable and therefore limit any consequences.

• ●integration of alternative energy supply contracts into the purchasing process.
• ●supporting suppliers in the implementation of this risk and opportunity approach.
• ●development of business continuity plans allowing for the transfer of all or part of the activities to sites less affected by possible climatic events.

In all existing transition scenarios, the transition risks identified in the report "Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures" are of four types:

• ●political and legislative hazards: these are linked to the publication of new legislative texts dealing with adaptation to climate change;
• ●technology-related hazards: these are associated with innovation that supports the low-carbon economy. The use and development of these technologies will potentially have an impact on production and distribution costs;
• ●the hazards of the economic market: the transition to a low-carbon economy will change the supply and demand of goods and services; ​
• ●reputational risks: the involvement of business activities in this transition is a source of reputational risks.

These transition hazards could generate various negative consequences. These are listed in the report "Implementing the Recommendations of the Task Force on Climate-related Financial Disclosures". Some of these potential negative consequences do not apply to ALTEN’s areas of activity.

Market risks include all risks related to changes in the market for goods and services. Changes in the behaviour of internal clients (company employees) and external clients (direct clients and investors), linked to the changing environment, are a potentially significant risk.

ALTEN’s human resources management policy, combined with the ALTEN Group’s sustainable development approach and its development strategy, tends to minimise these risks as much as possible.

There are three political and legislative transition risks for ALTEN:

• ●the first is the emergence of new standards and regulations governing certain activities. New sectoral standards would imply a change in the Company’s operational functioning;
• ●the second legislative risk is the increase in reporting obligations on greenhouse gas (GHG) emissions. This risk is both operational and reputational, and has a very high probability of increasing, regardless of the transition scenarios studied;
• ●finally, the third political and legislative risk is related to the evolution of GHG taxes, as predicted by many transition scenarios. This risk is both operational and reputational for the company.

For ALTEN, accepting this risk involves monitoring changes in business sectors as well as regulatory and normative changes.

ALTEN actively participates in national and international initiatives in order to contribute to progress at its level.

As such, ALTEN is a member of the Institut du Numérique Responsable (Responsible Digital Technology Institute) and a signatory of the Engineering for Climate Charter. Through these actions, ALTEN joins forces with its peers to reflect and act together on a better understanding of the new regulations. Finally, ALTEN's environmental approach based on a recognised management system, particularly through its certification (ISO 14001) or reference assessments such as CDP or Ecovadis, for example, includes a strict and rigorous regulatory watch.

Technological risks represent three different risks for ALTEN in the technology category:

• ●risks related to the substitution of existing products by alternatives with lower emissions;
• ●risks following an unsuccessful investment in new technologies or services;
• ●risks related to the costs of transitioning to less emitting technologies.

ALTEN intends to control this risk through its Smart Digital innovation programme. The ALTEN Group has been supporting its clients in sustainable innovation for many years. ALTEN Labs support this ambition and carry out projects dedicated to these major transformations. The activity of the Labs is described in Sections 1.5.3 “ALTEN Innovation” and 4.4.4.7 “Sustainable innovation”.

The main reputational risk is the stigmatisation of a business sector in which ALTEN operates. The Group must demonstrate to all its stakeholders its ability to take the necessary measures to preserve the environment and limit the impacts of climate change. ALTEN’s stakeholders are described in Section 4.1.2 “Stakeholder mapping”. The examples of projects are described in Sections 1.5.3 “ALTEN Innovation” and 4.4.4.7 “Sustainable innovation”.

The ALTEN Group's environmental strategy described in the "Historical Commitment to the Environment" section of this document's Integrated Report incorporates the very notion of meeting clients' environmental needs. ​ ALTEN not only participates in discussions with its clients to make collective progress on environmental challenges, but is also proactive in proposing offers that address these same challenges.

The Green IT offer described in Section 4.4.4.5 “Minimising the impact of IT installations” is an example.

In addition, the Smart Digital programme of the Innovation Department in France contributes to the progress of the work of many clients in the business sectors most affected by environmental challenges. The ALTEN Labs Smart Digital programme is described in Sections 1.5.3 “ALTEN Innovation” and 4.4.4.7 “Sustainable innovation”.

Global corporate spending on R&D will increase and will focus in particular on programmes related to the energy transition. These investment challenges, which represent real opportunities for the ALTEN Group, are described in the “Segment trends” section of the Integrated Report of this document.

Climate change risks and opportunities are classified as either transition risks or physical risks. Risks are assessed with regard to their time horizon, the probability of occurrence and the significance of their potential impact.

The rating scale in the tables below is aligned with that of the CDP (three time horizon levels, nine levels of probability and six levels of inherent impact).

The details of the analysis of the risks and opportunities will be made public in the communication to the CDP in 2023, in accordance with the recommendations of the Task Force on Climate-related Financial Disclosure (TCFD).

The risks associated with climate change are a potential threat, but for the ALTEN Group they represent definite opportunities for innovation, particularly in business sectors identified as sensitive.

As part of its ISO 14001 certified EMS, ALTEN annually reviews the risks and opportunities related to climate change.

The data for the various indicators cover the period from 1 January 2022 to 31 December 2022.

The CSR scope in this report covers ALTEN’s legal entities and solutions located in France:

• ●ALTEN SA;
• ●ALTEN SUD OUEST SASU;
• ●ATEXIS SASU;
• ●MI-GSO SAS;
• ●ALTEN SIR SASU;
• ●ALTEN TECHNOLOGIES SASU;
• ●AIXIAL SAS;
• ●LINCOLN SASU;
• ●AVENIR CONSEIL SASU;
• ●AIXIAL DEVELOPMENT SASU;
• ●CADUCEUM SASU;
• ●ANOTECH ENERGY SASU;
• ●UNIWARE GLOBAL SERVICES SASU;
• ●ALTEN AEROSPACE SASU;
• ●NEXEO CONSULTING SASU;
• ●FINAXIUM SASU;
• ●HUBSAN SASU.

The CSR scope also covers international entities:

• ●ALTEN Belgium SPRL;
• ●ALTEN SWITZERLAND AG;
• ●ALTEN GmbH;
• ●ALTEN TECHNOLOGY GmbH;
• ●ALTEN SOLUCIONES, PRODUCTOS, AUDITORIA e INGENIERIA SAU;
• ●ALTEN FINLAND OY;
• ●ALTEN NEDERLAND B.V.;
• ●ORION ENGINEERING BV;
• ●TECHALTEN PORTUGAL LDA;
• ●ALTEN SVERIGE AB;
• ●ALTEN ITALIA SPA;
• ●ALTEN LTD;
• ●ATEXIS SPAIN SLU;
• ●ALTEN CALSOFT LABS (INDIA) PRIVATE LIMITED;
• ●ALTEN INDIA PRIVATE LTD;
• ●ALTEN DELIVERY CENTER MAROC;
• ●ANOTECH ENERGY DOHA;
• ●ANOTECH ENERGY USA INC.;
• ●CPRIME INC.;
• ●ALTEN CHINA LTD;
• ●ALTEN POLSKA SP ZOO;
• ●ALTEN SI TECHNO ROMANIA SRL;
• ●OPTIMISSA SERVICIOS PROFESIONALES;
• ●SDG ITALIA CONSULTING;
• ●SDG CONSULTING ESPAÑA;
• ●CALSOFT LABS INC;
• ●ALTEN TECHNOLOGY USA INC.;
• ●ALTEN CANADA INC.;
• ●ANOTECH ENERGY SINGAPORE;
• ●MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS;
• ●MI-GSO GmbH;
• ●MI-GSO UNIPESSOAL LDA;
• ●PCUBED AUSTRALIA;
• ●PCUBED LTD;
• ●PCUBED CANADA INC;
• ●PCUBED USA INC.
• ●PROGRAM PLANNING PROFESSIONALS PTE LTD (SINGAPORE).

In 2022:

ALTEN NEDERLAND B.V. and ORION ENGINEERING BV reported consolidated data.

ALTEN GMBH and ALTEN SW GmBH reported consolidated data.

In France, NEXEO CONSULTING HOLDING, FINAXIUM and HUBSAN SASU were included in the reporting.

Internationally, OPTIMISSA SERVICIOS PROFESIONALES, SDG ITALIA CONSULTING, SDG CONSULTING ESPAÑA, CALSOFT LABS INC, ALTEN TECHNOLOGY USA INC, ALTEN CANADA INC, ANOTECH ENERGY SINGAPORE, MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS, MI-GSO GMBH, MI-GSO UNIPESSOAL LDA, PCUBED AUSTRALIA, PCUBED CANADA INC, PCUBED USA INC, PROGRAM PLANNING PROFESSIONALS PTE LTD (SINGAPORE) were included in the reporting.

The performance indicators reported for France and international markets cover 75% of the Group's revenue at 31 December 2022.

For the French entities, these indicators relate to:

• ●the completeness of the headcount of the entities concerned(1);
• ●all areas occupied by one or more ALTEN Group entities in France.

For international entities, they relate to the number of employees and floor space of each entity in the country concerned.

The performance indicators and the text of this report comply with Article L. 225-102-1 of the French Commercial Code. This document was prepared in line with the standards of the Global Reporting Initiative (GRI) G4 essential compliance option.

The guidelines for calculating and establishing performance indicators are available upon request by e-mail: ALTEN.csr@ALTEN.fr.

In 2022, the ALTEN Group set up a new external reporting tool to which all entities in the CSR scope have access. This tool allows for the reporting of:

• ●social;
• ●environmental;
• ●local societal information.

This data is then consolidated by the Group.

The Group strives to:

• ●increase the scope of its reporting each year by integrating new entities;
• ●increase the reliability of the data collected by relying in particular on the consistency checks offered by the tool;
• ●raise awareness among the various entities of the CSR Scope of the new features included in the reporting.

• ●The social performance indicators reported for France and the rest of the world cover 81% of the Group's revenue at 31 December 2022.
• ●The following data is extracted from the social statement of financial position and payroll software of the Group’s companies in France and international entities:
  • —headcount;
  • —nationalities represented in the Company;
  • —hires and departures;
  • —work-study contracts;
  • —total payroll;
  • —remuneration;
  • —turnover;
  • —organisation of working time;
  • —frequency rate of work accidents with lost time;
  • —severity rate of work accidents.

• ●Other data is derived from the reporting of the departments responsible for this in the various Group entities:
  • —annual appraisals;
  • —training;
  • —internal mobility.
• ●The total number of training hours and employees trained includes training for apprentices and employees on vocational training contracts.
• ●For international entities, employees on apprenticeship or vocational contracts are counted as fixed-term contracts for the SOC 7 and SOC 8 indicators.
• ●Turnover is calculated according to the following definition: (Departures/[Workforce N-1+Workforce N]/2). Departures taken into account exclude trial periods, mobility and other reasons.
• ●The work accident severity rate was calculated based on working days.
• ●Some subsidiaries do not track all the data included in this reporting. Accordingly:
  • —ALTEN CANADA INC, ALTEN SI TECHNO ROMANIA SRL, ALTEN SWITZERLAND AG, TECHALTEN PORTUGAL, CALSOFT LABS INC, PCUBEB USA INC, PCUBEB SINGAPORE, MI-GSO GMBH, ANOTECH ENERGY DOHA, ANOTECH ENERGY SINGAPORE, ANOTECH ENERGY USA INC are excluded from SOC 21c "Percentage of employees who received an annual appraisal interview for the period 01/01/22 and 31/12/22".
  • —ALTEN POLSKA SP ZOO, ALTEN TECHNOLOGY USA INC., ALTEN INDIA PRIVATE LTD, CALSOFT LABS INC., MI-GSO GMBH, MI-GSO EMP, PCUBEB CANADA INC, PCUBEB USA INC, ANOTECH ENERGY DOHA, ANOTECH ENERGY SINGAPORE, ANOTECH ENERGY USA INC are excluded from SOC 28 “Training expenditure as a% of payroll”;
  • —ALTEN LTD, ALTEN SI TECHNO ROMANIA SRL, CALSOFT LABS INC, OPTIMISSA SERVICIOS PROFESIONALES, MI-GSO GMBH, PCUBEB USA INC, ANOTECH ENERGY DOHA, ANOTECH ENERGY SINGAPORE, ANOTECH ENERGY USA INC are excluded from SOC 31.a “Percentage of people receiving training during the year, by gender”;
  • —PCUBEB CANADA INC., PCUBEB USA INC., ANOTECH ENERGY DOHA, ANOTECH ENERGY SINGAPORE, ANOTECH ENERGY USA INC are excluded from SOC 34 “Frequency rate of work-related accidents with time off”.

• ●The environmental performance indicators reported for France and internationally cover 70% of the Group's revenue at 31 December 2022.
• ●Environmental data excludes entities:
  • —ALTEN SWITZERLAND AG;
  • —ALTEN CANADA INC.;
  • —ALTEN INDIA PRIVATE LTD;
  • —ANOTECH ENERGY USA INC;
  • —PCUBEB CANADA;
  • —PCUBEB AUSTRALIA;
  • —PCUBEB USA INC;
  • —C-PRIME INC;
  • —SDG ITALIA CONSULTING;
  • —SDG CONSULTING ESPAÑA.
• ●Data related to floor space is taken from the lease documents. They are collected and then consolidated annually by building. They are then broken down according to their occupation by each entity in France and for the international entities within the CSR scope.
• ●Data related to consumables and energy are based on invoices and statements from suppliers and service providers.
• ●In France, the energy consumption of common areas is estimated at 10% of the consumption of occupied areas:
  • —when ALTEN does not lease the entire building;
  • —when the data is not available.
• ●Enviro 1: “CO2 emissions related to the energy consumption of buildings between 01/01/21 and 31/12/22” excludes:
  • —ALTEN Belgium SPRL; TECHALTEN PORTUGAL LDA, ALTEN LTD; ALTEN TECHNOLOGY USA INC.; ANOTECH ENERGY DOHA; ANOTECH ENERGY SINGAPORE; ANOTECH ENERGY USA INC.; CALSOFT LABS INC; MI-GSO GmbH; MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS; MI-GSO LDA PORTUGAL.
• ●To calculate the percentage of renewable energy used in France, the energy consumption recorded on the invoices and statements of suppliers and service providers is taken into account but not the consumption linked to the common parts of the buildings.
• ●The quantity of cups used by ALTEN (Enviro 6) concerns only paper cups for France (the zero-plastic-cup objective in France has been achieved) and single-use plastic cups internationally.
• ●The Enviro 4 calculation method(2) is the total amount of paper divided by the weighted number of employees for France.
• ●In France, energy consumption indicators were divided by the number of weighted m2. Internationally, the actual m2 as of 31 December 2022 are used when information on the number of m2 weighted items is not available. The Enviro 8a indicator “Total energy consumption in kWh” excludes:
  • —ALTEN Belgium SPRL; TECHALTEN PORTUGAL LDA, ALTEN LTD; ALTEN TECHNOLOGY USA INC.; ANOTECH ENERGY DOHA; ANOTECH ENERGY SINGAPORE; ANOTECH ENERGY USA INC; CALSOFT LABS INC; MI-GSO GmbH; MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS; MI-GSO LDA PORTUGAL.
• ●Enviro 8b “Total energy consumption in kWh/m2/year” excludes:
  • —ALTEN Belgium SPRL; TECHALTEN PORTUGAL LDA, ALTEN LTD; ALTEN TECHNOLOGY USA INC.; ANOTECH ENERGY DOHA; ANOTECH ENERGY SINGAPORE; ANOTECH ENERGY USA INC; CALSOFT LABS INC.; MI-GSO GMBH; MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS; MI-GSO LDA PORTUGAL.
• ●Enviro 10 “% of occupied m2 certified (BBC, HQE)” excludes:
  • —CALSOFT LABS INC; ATEXIS SPAIN S.L.U.; ALTEN CHINA LTD; ALTEN CALSOFT LABS (INDIA) PRIVATE LIMITED; ALTEN TECHNOLOGY GMBH; MI GSO GMBH; ALTEN NEDERLAND B.V.; MI-GSO EXPERTO EN MANAGEMENT DE PROYECTOS; ALTEN LTD; ALTEN TECHNOLOGY USA INC; ALTEN SVERIGE AB; ALTEN DELIVERY CENTER MAROC, PCUBED LTD UK ; ALTEN FINLAND; ANOTECH ENERGY SINGAPORE; ANOTECH ENERGY DOHA; TECHALTEN PORTUGAL LDA; OPTIMISSA SERVICIOS PROFESIONALES; MI-GSO LDA PORTUGAL. 
• ●Enviro 14 “Number of kg CO2 eq. for business travel by train/pers/year between 01/01/21 and 31/12/21” excludes:
  • —ALTEN CALSOFT LABS (INDIA) PRIVATE LIMITED, ALTEN CHINA LTD, ALTEN TECHNOLOGY GMBH, ALTEN GMBH, ALTEN POLSKA SP ZOO, ALTEN TECHNOLOGY USA INC., ALTEN SVERIGE AB, CALSOFT LABS INC., PCUBED LTD, PROGRAM PLANNING PROFESSIONALS PTE LTD (SINGAPORE), ANOTECH ENERGY SINGAPORE, ANOTECH ENERGY DOHA, ALTEN SI TECHNO ROMANIA SRL, TECHALTEN PORTUGAL LDA, OPTIMISSA SERVICIOS PROFESIONALES.
• ●Enviro 16 “Number of kg CO2 eq. for business travel by air/pers/year between 01/01/21 and 31/12/21” excludes:
  • —CALSOFT LABS INC, ALTEN TECHNOLOGY GMBH, ALTEN GMBH, ALTEN BELGIUM SPRL, ALTEN POLSKA SP ZOO, ALTEN TECHNOLOGY USA INC, ALTEN SVERIGE AB, ALTEN ITALIA SPA, PCUBED LTD, PROGRAM PLANNING PROFESSIONALS PTE LTD (SINGAPORE), ALTEN SI TECHNO ROMANIA SRL, TECHALTEN PORTUGAL LDA, OPTIMISSA SERVICIOS PROFESIONALES.
• ●Enviro 23a “Number of kg CO2 eq. from kilometres driven by company vehicles between 01/01/21 and 12/31/21 ”excludes:
  • —CALSOFT LABS INC., ATEXIS SPAIN S.L.U., ALTEN CHINA LTD, ALTEN GMBH, ALTEN BELGIUM SPRL, ALTEN TECHNOLOGY GMBH, ALTEN SVERIGE AB, ALTEN LTD, ANOTECH ENERGY DOHA, TECHALTEN PORTUGAL LDA, OPTIMISSA SERVICIOS PROFESIONALES, MI-GSO LDA PORTUGAL, ALTEN SI TECHNO ROMANIA SRL.

The annual mileage of company vehicles has been estimated. Estimates are based on average monthly or annual mileage, according to data from service providers.

• ●Enviro 25 “Total quantity of WEEE removed by an external service provider between 01/01/22 and 31/12/22” excludes entities located in India.
• Note: the decrease in WEEE in 2022 is due to a return to a nominal mode of the input/output flow of IT equipment, following a renewal of the fleet operated in 2021 in France.
• ●CO2 emissions from energy consumption and travel were calculated from the raw data using the Location Based method. The calculations use the emission factors of Ademe's carbon database and the Ecoinvent database. 

• ●The societal performance indicators reported for France and internationally cover 74% of the Group's revenue at 31 December 2022.
• ●Societal data excludes entities:
  • —SDG CONSULTING ESPAÑA;
  • —SDG ITALIA CONSULTING;
  • —ANOTECH ENERGY DOHA;
  • —ANOTECH ENERGY SINGAPORE;
  • —PCUBED USA INC;
  • —PCUBED AUSTRALIA;
  • —ANOTECH ENERGY USA INC;
  • —ALTEN INDIA PRIVATE LTD;
  • —ALTEN NEDERLAND B.V.
• ●The data on projects supported to promote Engineering professions comes from the partnerships that received financial support.

The CSR scope has been extended between 2021 and 2022. This change does not always make it possible to compare indicators from one year to the next.

For the year ended 31st December 2022

To the General Assembly of shareholders,

In our capacity as Alten SA Statutory Auditors, appointed as an independent third-party body, accredited by COFRAC (Cofrac Inspection accreditation no. 3-1080, scope available on the website www.cofrac. fr), we conducted our work in order to provide a limited assurance on the historical information (observed or extrapolated) of the extra-financial performance statement, prepared in accordance with the entity’s procedures (hereinafter the "Guidelines"), for the year ended December 31, 2022 (hereinafter the "Information" and the "Statement" respectively), presented in the management report in accordance with the provisions of Articles L. 225-105-1, R. 225-105 and R. 225-105-1 of the French Commercial Code.

Based on the procedures we performed, as described in the "Nature and scope of our work" section, and on information we obtained, nothing has come to our attention that causes us to believe that the non-financial performance statement is not in compliance with the applicable regulatory requirements and that the information, taken as a whole, is presented fairly in accordance with the Guidelines.

The ALTEN Group uses alternative performance indicators to monitor its operational activity. The Group feels that these indicators provide additional information enabling users of periodical financial information to get a more complete picture of the Group’s performance. These alternative performance indicators complement the IFRS indicators.

ALTEN, the European leader in Engineering and Technology Consulting (ETC), carries out design and research projects for the Technical and Information Systems Divisions of major industrial, telecoms and service-provider clients.

The market encompasses the full range of ETC services, specifically:

• ●scientific and technical research;
• ●network architecture and IT systems.

Revenue thus amounted to €3,783.1 million, up 29.3% compared to 2021. On a like-for-like basis, activity increased by 17.7% (+12.3% in France; +20.7% outside France).

The distribution of revenue in 2022 by business sector is presented in Chapter 1 of this Universal registration document.

The share of acquisitions, carried out almost exclusively abroad, contributed to the increase in activity in 2022 by 9.4%.

International business now represents more than 69% of the Group’s revenue, compared to 64% in 2021.

The following acquisitions were made in 2022:

• ●CLEVERTASK (revenue of €12 million; 180 consultants): on 21 January 2022, ALTEN EUROPE acquired the Spanish company CLEVERTASK SOLUTIONS SL, the holding company of a company in Spain and a company in Andorra. The CLEVERTASK group specialises in digital transformation;
• ●VOLANSYS (revenue of €12 million; 480 consultants): on 28 February 2022, ALTEN CALSOFT LABS INDIA and ALTEN EUROPE acquired an Indian company, VOLANSYS TECHNOLOGIES PRIVATE LIMITED, the holding company of the VOLANSYS group, which has two subsidiaries, one in the USA and one in Canada. The VOLANSYS group specialises in product engineering;
• ●METHODS (revenue of €110 million; 710 consultants): on 13 April 2022, ALTEN EUROPE acquired the METHODS group, comprising seven companies in the United Kingdom and one company in Abu Dhabi. The METHODS group specialises in Cloud architectures and digital transformation;
• ●META PM (revenue of €10 million; 90 consultants): on 30 June 2022, PROGRAM PLANNING PROFESSIONALS PTY LTD (AUSTRALIA) acquired the Australian company META CONSULTING GROUP PTY LIMITED and its two subsidiaries in Australia. META PM is specialised in project management;
• ●AFOUR TECHNOLOGIES (revenue of €10 million; 295 consultants): on 31 October 2022, ALTEN EUROPE acquired the Indian company AFOUR TECHNOLOGIES PRIVATE LIMITED, the holding company of the AFOUR group, which has a subsidiary in the United States. The AFOUR group specialises in product engineering;
• ●CORTAC (revenue of €14 million; 65 consultants): on 1 December 2022, PROGRAM PLANNING PROFESSIONALS INC. acquired the American company CORTAC GROUP, specialised in project management;
• ●ICONEC (revenue of €20 million; 190 consultants): on 22 December 2022, ATEXIS GMBH acquired three sister companies, two in Germany and one in Romania, specialising in Telecommunications;
• ●QUALITANCE (revenue of €13 million; 300 consultants): on 30 December 2022, ALTEN EUROPE and ALTEN TECHNO SI ROMANIA acquired the Romanian company QUALITANCE QBS SA, specialised in software development and IT consulting.

Finally, ALTEN, through its subsidiaries ALTEN EUROPE, CALSOFT LABS INC. and cPRIME UK, sold the cPRIME group on 30 December 2022, a non-strategic business for the Group. The cPRIME group represented a division specialising in the consulting and distribution of Agile software (revenue of €147.1 million; 550 consultants).

2023 is a continuation of the second half of 2022.

To accelerate its development and strengthen its position in strategic sectors and activities, the Group is pursuing its strategy of targeted external growth and acquired the QA CONSULTANTS group, based in Canada and the United States, in February 2023, specialising in software quality engineering (revenue of €20 million; 160 consultants).

The Group generated consolidated revenue of €3,783.1 million in 2022 (compared with €2,925.2 million in 2021), up 29.3% on the previous year (+14.2% in France and +37.6% internationally).

On a like-for-like basis, activity increased by 17.7% in 2023 (+12.3% in France and +20.7% internationally).

At 31 December 2022, operating profit on activity amounted to €419.6 million, or 11.1% of revenue, up 31.2% from 31 December 2021 (€319.9 million or 10.9% of revenue).

The non-recurring income amounted to -€13.3 million at 31 December 2022 and mainly concerns international activities. It includes in particular acquisition fees for €2.1 million, gains on tax and social security audits for €1.3 million, restructuring costs for €2.3 million and earn outs for acquisitions for €10.6 million.

The IFRS cost of share-based payments was €29.7 million (€21.9 million in 2021).

After taking these items into account, operating profit was €592.9 million, or 15.7% of revenue, up 105.7% compared with the previous year. In 2021, operating profit was €288.2 million and accounted for 9.9% of revenue.

Financial income amounted to €2.1 million. It consists of the financial cost of net debt of -€1.5 million, €3.1 million in interest expenses related to the application of IFRS 16, and a net gain on foreign exchange of +€3.5 million and other financial income of €3.1 million, including a capital gain on the disposal of a stake sold in financial year 2022.

Income tax expense was €137.6 million. Earnings of equity-accounted companies amounted to €100,000. The share of minority interests was less than €100,000.

Consequently, net income (attributable to) owners of the parent, amounted to €457.6 million (12.1% of revenue), up 120.2% from 2021 (€207.8 million or 7.1% of revenue in 2021).

The impact of IFRS 16 on ALTEN’s results is negligible.

None.

2022 saw organic growth of more than 9%. The majority of sectors are growing, in particular the Aeronautics/Space sector, which contributed significantly to growth and is now above its pre-crisis level. Activity continues to rise in early 2023.

The General Shareholders' Meeting will be asked to approve the company financial statements for the year ended 31 December 2022, which closed with a profit of €87,570,024.71.

Source:

• ●net profit for the financial year: €87,570,024.71;
• ●other reserves: €386,046,359.69;
• ●retained earnings: €0;
• ●earnings to be allocated: €87,570,024.71.

Allocation:

• ●legal reserve: €20,689.52;
• ●dividends (34,619,101 ordinary shares): €51,928,651.5;
• ●dividends (814 Preferred B Shares): €610.5;
• ●other reserves: €35,620,073.19.

There have been no significant changes in the position of capital and voting rights since 31 March 2023.

To the Company’s knowledge, none of the shareholders, other than those mentioned in the above table or its references, hold directly or indirectly, individually or in concert, more than 3% of the Company’s capital or voting rights (the threshold defined in ALTEN’s Articles of Association).

As of 31 December 2022, no Company subsidiary held any ALTEN shares.

Persons who, as of 31 December 2022, directly or indirectly held more than 3%, 5%, 10%, 15%, 20%, 25%, 30%, 33.33%, 50%, 66.66%, 90% or 95% of the Company’s share capital or voting rights at General Meetings are named below.

The Company is not controlled.

For several years now, ALTEN has been actively involved in gaining a better understanding of its shareholders.

In this context, ALTEN has been carrying out procedures for several years to identify its shareholding structure (approximately 90%). The last procedure of this type was carried out on 31 March 2022.

Thus, ALTEN wants to establish with its main shareholders a sustained dialogue. This dialogue allows ALTEN to be aware of their expectations, especially regarding the preparation of draft resolutions submitted to ALTEN’s General Meetings.

On ALTEN’s website, under the “investors” tab, shareholders are given access to various materials including the documentation provided during General Meetings.

A contact email relation.actionnaires@ALTEN.com is also available to answer any questions.

The table below summarises the amount of dividends distributed, which are entirely eligible for the allowance provided for by Article 158–3-2° of the French General Tax Code, for the three previous financial years:

Future gross dividends will depend on the Company’s ability to generate profits, its financial position, its development strategy and all other factors that the Board of Directors considers relevant.

As of 31 December 2022, the subscribed share capital amounted to €36,305,352.30, divided into 34,575,385 ordinary shares and 1,141 Preferred B shares. These shares represent 39,778,809 theoretical voting rights.

As of 31 March 2023, the share capital amounted to €36,350,910.75, divided into 34,619,101 ordinary shares, and 814 Preferred B Shares. The discrepancy between the number of shares and voting rights is due to a double voting right and the fact that Preferred B Shares do not have voting rights.

The discrepancy between the number of theoretical voting rights and the actual number of voting rights corresponds to the number of treasury shares and the number of Preferred B Shares definitively awarded.

The ordinary shares are freely transferable, they are either registered shares or bearer shares as decided by the shareholder.

On 11 March 2022, ALTEN set up a syndicated loan agreement for a maximum total amount of €350,000,000 for a maximum term of 7 years. This syndicated loan is designed to fund the ALTEN Group’s operating needs as well as its investment’s and external growth operations.

ALTEN also made several acquisition agreements in the last financial years providing for targeted external growth transactions of limited size in respect of the Group’s overall size.

Lastly, ALTEN SA, via its subsidiaries ALTEN EUROPE, CALSOFT LABS INC. and cPRIME UK, sold on 30 December 2022 the cPRIME group, which is a non-strategic business for the Group. The cPRIME group represented a division specialising in the consulting and distribution of Agile software (revenue of €147.1 million; 550 consultants).

To date, the Company has made no other significant agreements, other than in the normal course of its business, that bind the Group as a whole to any significant obligation or commitment.

No member of the Group has entered into any agreement outside the normal course of business that contains provisions binding on any Group member to a significant obligation or commitment for the Group as a whole at the publication date of this Universal registration document.

None.

These agreements concluded and authorised during previous financial years, the execution of which continued during the past financial year, were examined by the Board of Directors on 23 February 2023, which noted their continuation in 2023.

The renewal of the commercial lease dated 28 July 2011 was concluded on 23 June 2021 between ALTEN and SIMALEP, a non-trading company (Société Civile) with capital of €1,524.49, whose registered office is located at 221 Bis Boulevard Jean Jaurès, Boulogne-Billancourt (92100), registered in the Nanterre Trade and Companies Register under number 329 341 101 with effect from 1 May 2021. This lease covers 444 m2 of office space on the first floor of a building located at 119-121 Grande Rue, in Sèvres (92310), for a total annual rent of €112,439.07 excluding tax, which may be revised each year in accordance with the change in the tertiary sector rental index.

SIMALEP is 75% owned by Mr AZOULAY, who is also manager of the latter. Emily AZOULAY, a Director of ALTEN SA, also holds a 25% stake in SIMALEP.

The conclusion of this lease was approved by the General Meeting on 22 June 2022.

In 2022, the amount billed to ALTEN SA for rents came to €115,666.08 excluding tax and for expenses €52,335.78 excluding tax.

ALTEN occupies three other floors of this building under leases entered into with third parties. This agreement provides ALTEN with office space for its teams while enabling it to benefit from the same lease conditions as those offered by third party lessors for similar premises.

A commercial lease was entered into on 23 June 2021 between ALTEN and SEV 56, a non-trading company (Société Civile) with capital of €5,882.00, whose registered office is located at 40 avenue André Morizet, Boulogne-Billancourt (92100), registered in the Nanterre Trade and Companies Register under number 792 946 782, with effect from 1 May 2021. This lease covers 1,012 m2 of office space on the fifth and eighth floors of a building located at 119-121 Grande Rue, in Sèvres (92 310), for a total annual rent of €226,448.44 excluding tax, which may be revised each year in accordance with the change in the tertiary sector rental index.

SEV 56 is managed and partly owned by Simon AZOULAY.

The conclusion of this commercial lease was approved by the 2022 General Meeting.

In 2022, the amount invoiced to ALTEN was €114,240.86 excluding tax for the fifth floor and €118,706.48 excluding tax for the eighth floor for rent and €58,941.66 excluding tax for the fifth floor and €58,135.67 excluding tax for the eighth floor for expenses.

ALTEN occupies three other floors of this building under leases entered into with third parties. This agreement provides ALTEN with office space for its teams while enabling it to benefit from the same lease conditions as those offered by third party lessors for similar premises.

A sublease was agreed on 18 January 2017 between ALTEN and SEV 56, a non-trading company (Société Civile) with share capital of €5,882.00, whose registered office is located at 40, avenue André Morizet in Boulogne-Billancourt (92100), registered in the Nanterre Trade and Companies Register under number 792 946 782, relating to 2,947 m2 of property and 106 parking spaces, located at 77 to 83, avenue Edouard Vaillant (Boulogne-Billancourt), 80 to 84, rue Marcel Dassault, 4 to 18, rue Danjou in Boulogne-Billancourt, for an annual rental of €320 per square metre excluding tax and €1,050 per parking space, adjusted annually based on changes in the national commercial rent index.

SEV 56 is managed and owned by Simon AZOULAY.

The signing of this sub-lease agreement was approved by the General Meeting of 22 June 2017.

In 2022, the amount billed to ALTEN SA for rents came to €1,152,808.78 excluding tax and for charges €228,472.72 excluding tax.

ALTEN and its subsidiaries benefit from a large rental area made available within a confined area around its head office. The amount of rent invoiced to ALTEN by SEV 56 is in line with what is usually charged by third-party lessors for this type of premises.

SGTI and ALTEN entered into a service provision agreement on 3 July 2009. Under this agreement, ALTEN SA performs administrative services for SGTI. This agreement was approved by the Combined General Meeting of 19 June 2012.

At 31 December 2022, SGTI, chaired by Simon AZOULAY, held 10.17% of the Company’s share capital and 17.88% of the voting rights.

An amendment to this agreement was signed on 26 February 2020.

This amendment specifies, for the services delivered by ALTEN to SGTI, the use of ALTEN’S postal address located at 40 avenue André Morizet, Boulogne-Billancourt (92100), France by SGTI. This amendment was authorised by ALTEN's Board of Directors on 18 February 2020, which considered that it was an accessory service to the services already provided by ALTEN and that the direct debit would facilitate the services provided by ALTEN (receipt of mail at the same address in particular).

This amending amendment was approved by the General Meeting on 18 June 2020.

ALTEN invoiced a flat-fee sum of €15,000 excluding tax in respect of the 2022 financial year.

Financial gain generated by ALTEN under this agreement.

None.

None.

Represented by Mr. Jean-Marc DISCOURS and Mr. Xavier NIFFLE, Tour EQHO, 2, avenue Gambetta, CS 60055, 92066 Paris La Défense Cedex.

Date of first appointment: 18 June 2015.

Date of renewal: 28 May 2021.

Term of office expires on: Ordinary General Meeting to be held in 2027 called to approve the financial statements for the financial year ending 31 December 2026.

Represented by Mr. Jean-François BALOTEAUD, 29, rue du Pont, 92220 Neuilly-sur-Seine, France.

Date of first appointment: 25 June 2003.

Reappointment dates: 23 June 2009, 18 June 2015 and 28 May 2021.

Term of office expires on: Ordinary General Meeting to be held in 2027 called to approve the financial statements for the financial year ending 31 December 2026.

The documents listed below, or a copy of these documents, may be consulted, during the validity period of the Universal registration document, at the registered office of ALTEN (40 avenue André Morizet, 92100 Boulogne-Billancourt, France), and as necessary, on the Company’s website (www.alten.com(1)), without prejudice to the documents provided at the registered office or on the Company’s website pursuant to applicable laws and regulations:

• ●the latest updated version of the Company’s Articles of Association;
• ●any and all reports, letters or other documents, evaluations and statements prepared by experts at the request of the Company, of which a portion is included or referred to in the Universal registration document.

“I certify that the information contained in this Universal registration document is, to the best of my knowledge, true to the facts and does not contain any omission that would alter its scope.

I declare, to the best of my knowledge, that the financial statements have been prepared in accordance with the applicable accounting standards and provide an accurate picture of the assets, financial position and results of the Company and its subsidiaries, and that the Management Report contained in this Document, as specified in the cross-reference table in section 8.7.2, gives a fair presentation of the business trends, the results and the financial position of the Company and its subsidiaries and describes the main risks and uncertainties that these companies currently face”. 

Signed in Boulogne-Billancourt (France) on 27 April 2023.

Simon AZOULAY – Chairman and Chief Executive Officer

To facilitate the reading of this Universal registration document, the cross-reference table presented below can be used to identify the main information items required by the Appendices 1 and 2 of European Regulation 2019/980 of 14 March 2019.