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:

ALTEN has been the global leader in the Engineering and Technology Consulting market for several years now. ALTEN also works in IT services, mainly in infrastructure, networks, cloud and cybersecurity consulting.

The Technology Consulting market remains highly fragmented, particularly outside France, where a multitude of small players operate alongside the market leaders. In France, where the market is more and more organised, ALTEN holds a market share on the order of 15%.

Historically, three categories of players are present in this market:

• ●comprehensive Technology Consulting specialists offering R&D and STIE (Scientific, Technical, Industrial, Embedded): ALTEN belongs to this category, which includes mainly European players with strong local roots and vertical specialisation by sector (Aeronautics, Automotive, etc.); 
• ●STIE specialists more or less involved in the entire value chain, working in all stages of product development. They generally have strong expertise in a very limited number of sectors;
• ●traditional IT players, such as software firms (ESNs), that position themselves in the STIE sector identified as growth driver and lever for strengthening their client relations.

However, other players are trying to penetrate this market, particularly in Europe:

• ●the temporary employment players, such as Randstad with the purchase of Ausy several years ago; more recently Adecco with the purchase of Akka;
• ●Indian players who have a growing appetite for the European market, which they hope to develop on the basis of a mainly offshore model, following the example of their model in the USA.

The consolidation of the market continues, due to the difficulties experienced by many modest size players in supporting complex listings and being listed when clients pursue major massification (some clients have reduced their Tier One short lists to less than five companies listed in Technology Consulting) or request to create industrialised delivery structures. This results in market share gains that can be significant for the major players.

The challenges of the ecological transition and the digitalisation of industrial processes - implying for the majority of players, whatever their size or business sector, to optimise but also to increase their external expenditure budgets - will accentuate this phenomenon of massification of suppliers.

These changes in the competitive environment also reflect more complex client demands: the digital transformation of the industrial world, the convergence of technologies, with the Internet of Things (IoT), the diversification of offerings and methods of contracting, complex transnational projects, the use of offshoring and nearshoring, massification, productivity gains, and others.

Only the large French groups have an international presence and are able to respond to the changes in this demand. Among them, ALTEN, through its client portfolio, sectoral expertise, geographic footprint or precursor positioning in services with strong added value, such as the completion of fully outsourced projects in Work Packages mode, managed locally or through a proven transnational organisation, has the necessary advantages to remain the leader in this market.

(Source: Teknowlogy PAC 2022)

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 is well equipped to continue its development in all geographical areas, namely:

• ●Positioning and offers adapted to the challenges of its clients;
• ●Sectoral technological centres of excellence;
• ●Excellent delivery organization, recognised worldwide;
• ●A financial position enabling it to accelerate its growth.

The objectives in the medium term and from 2023 onwards will focus on:

• ●enhancing “employer” appeal to recruit the best talents;
• ●further managerial structuring;
• ●increasing the internationalisation of our cross-functional commercial and technical structures;
• ●further marketing our Offshore and Nearshore Delivery organisations to meet the growing needs of clients and to gain new market share;
• ●continued targeted external growth.

ALTEN is confident in its objectives in order to achieve an operating margin greater than or equal to 10%.

Structuring efforts will continue to reach new development stages in order to reach the target of 70,000 Engineers by the end of 2026.

Moreover, ALTEN will continue the deployment of its Corporate Social Responsibility approach in the different countries of the Group with the following working focuses:

• ●the multiplicity of career paths and the development of skills through internal universities, while fostering inclusion and promoting diversity;
• ●the development of innovative and sustainable solutions reconciling economic, environmental and societal factors to create value for its clients and enable them to benefit from best practices in terms of technology;
• ●a responsible purchasing approach aimed at supporting the CSR performance of suppliers;
• ●a commitment to the environment:
  • –reducing greenhouse gas emissions,
  • –rational use of natural resources,
  • –raising employee awareness of environmental protection issues.

The Group is more confident than ever in its ability to consolidate its leading position in Engineering and Technology Consulting.

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.

Work Packages include several levels of responsibility and risk-sharing and may be carried out at the client’s premises or may be partially or completely outsourced to an ALTEN facility.

These are managed by ALTEN’s Technical Division, which establishes a structured and multidisciplinary team (PMO, technical support and project Engineers) that is adequate for the levels of commitment defined with the client. It provides logistical resources to the client (facilities, specialised software, secure communication channels, etc.). Depending on the client’s needs, ALTEN can put in place specific organisational structures for transnational projects, with extra coordination across several teams in different countries, or call in one of the nearshore/offshore structures (Romania, India, Morocco) for some project steps.

Work Packages management is a true entry barrier for competitors, since the processes, methodology, tools, capacity for organisation and management and organisation necessary for their success require major investments and an experience curve resulting from many years of implementation.

ALTEN conducts nearly 60% of its Structured Projects in France of which a portion is outsourced. For that, it has offshore offices in Romania, Morocco and India.

This organisation model consists in handing over project management and interface to the front-office team, which is located close to the client in the principal’s country, with another part of the implementation team in an ALTEN offshore centre (back office). The client therefore works with the local ALTEN team, which will then transfer part of the activities to be conducted to its offshore centre. This enables ALTEN to provide its clients with teams that are fully conversant with the client’s requirements, culture and language. The offshore portion can thus vary between 20% and 70% depending on the projects concerned. Skills are ramped up through the incubation of part of the offshore teams in the home country of the service and may be completed by the temporary sending of employees to the offshore/nearshore centre. The overall organisation of the Technical Division guarantees the quality control and project implementation processes, which must be the same regardless of the country in which the activity is carried out.

Thanks to this approach, ALTEN’s Work Packages offering is very competitive, all the while guaranteeing a high level of performance through the application of ALTEN's standard processes.

Focus on:

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, a leader in Engineering and IT Services, supports the development strategy of its clients in the areas of innovation, R&D and IT systems.

ALTEN is positioned on the environments that concentrate added value and R&D investments such as powertrain design (thermal and electrical) and embedded systems (ADAS, infotainment, connectivity), and autonomous vehicles. ALTEN also deploys digital innovation to help its clients, manufacturers and equipment suppliers optimise their competitiveness over the complete cycle (design, Factory 4.0, supply chain) or offer new mobility services to the end consumer.

ALTEN provides assistance to the major players in the Rail industry in four areas: rolling stock, signalling (control/monitoring/traffic automation), infrastructure (networks and stations) and client relations (Internet and mobile services, traveller information, innovative services based on data analysis).

In the Aeronautics sector, ALTEN is a catalyst for the transformation of its clients and participates in their incremental innovation strategy to support the development of new features and new systems (hybridisation, hydrogen, flight controls, etc.). ALTEN also supports manufacturers and equipment suppliers in their deployment of new technologies (Big Data, IoT, augmented reality, etc.) at the factory level (engineering manufacturing, Factory 4.0) and the supply chain but also in the field of client services and airlines. From predictive maintenance to collaborative client service platforms, ALTEN combines its knowledge of business processes and digital expertise to supply innovative solutions to its clients.

Because of its technical expertise (structural, thermal, flight mechanics, spatial electronics, system Engineering, embedded software, etc.) ALTEN is involved throughout the life cycle of satellites and launchers (design, manufacturing and operation) with a historical presence of more than 20 years in key environments such as spatial electronics and AIT (Assembly, Integration and Tests). ALTEN is involved in a number of development projects responding to the challenges of more flexible and competitive launchers as well as the deployment of tools enabling its clients to best operate the different communication facilities with satellites.

With its Engineering expertise (embedded systems, mechanics, etc.), ALTEN supports manufacturers in the development of aircraft and all-terrain combat vehicles, as well as in all cutting-edge systems (communication, weapons, radar, security, etc.) integrated into these infrastructures.

In the Security sector, ALTEN is involved in developing border and traffic control systems and biometric identification systems (embedded systems, signal processing, applications development, AI, Big Data, Cloud). ALTEN is also helping its clients secure their IT systems and develop and deploy cybersecurity solutions.

ALTEN is helping industrial leaders in naval defence systems design ships and submarines, develop embedded systems and carry out the digital transformation of the sector.

ALTEN positions itself as an end-to-end Engineering services provider (R&D, Industrial Methods, Supply Chain, Digital, etc.) and takes part in large-scale strategic projects with major Engineering needs in the areas of new nuclear build (new nuclear power plants), operation and maintenance in operational condition, commissioning and service start-up, dismantling and waste processing, transport and distribution.

The ALTEN Group has a diversified Life Sciences offering through several specialised companies with high-level expertise (CRO & Pharmacovigilance, Product R&D, Processes, Data Engineering), to bring global services solutions to all industrial companies in drugs and medical devices. The Group helps its clients optimise R&D costs, use health data and implement the tools and methods of Industry 4.0.

As a leading partner of telecom operators, equipment manufacturers and media groups, ALTEN is particularly involved in the deployment of very high-speed infrastructures (FTTH, 5G), network virtualisation (SDN, NFV, SD-WAN, etc.), the transformation to the Cloud, the Internet of Things (IoT) revolution and the improvement of the client experience for mobile applications.

With its technological expertise (Applications, Cloud, AI, Cybersecurity, etc.) and its industry knowledge (compliance, market financing, etc.), ALTEN helps its clients improve and secure their IT systems, develop their new services, and optimise their client relations. The digitalisation of the client experience, the use of artificial intelligence to detect fraud and risk, or even the development of instant payment services are projects to which ALTEN actively contributes in this sector.

Industry 4.0 and the massive deployment of connected objects make it possible to improve production, control resources, monitor data and thus reduce environmental impact and production costs. ALTEN is convinced that ecodesign is adapted to the industrial systems of the Smart Factory. Ecodesign reduces the environmental impact of these objects from start to finish, from the development of the industrial system and during its use.

With this in mind, the "PERFECTO 2022 EcoIoT4.0" project proposes the implementation of a measurement and ecodesign tool for a global solution (hardware and software) and its experimentation for the ecodesign of an intelligent sensor, in order to carry out predictive maintenance operations on cutting tools in a factory 4.0. Optimising these processes, avoiding breakdowns, making gains on the wear and tear of these tools as well as on energy consumption are the main objectives targeted by ALTEN, SIEMENS DI CS and GREENSPECTOR, with a concrete application in the factories of a leading partner in the aeronautics industry.

Following SIDO in Lyon, the largest European trade fair dedicated to IoT, AI and robotics, ALTEN announced in September 2022 that it was joining the Partner Program of STMicroelectronics, a world leader in semiconductors. This initiative aims to develop Industry 4.0 by strengthening the implementation of advanced embedded artificial intelligence solutions for industrial systems and processes. This is made possible through the use of STMicroelectronics' NanoEdge™ AI Studio technology, running on STM32 microcontrollers, which are already integrated in most client systems, as well as on future Intelligent Sensor Processing Units (ISPUs). ​

In September 2020, Airbus announced its intention to develop a 100% hydrogen aircraft by 2035. ALTEN's teams are working alongside Airbus to meet this revolutionary objective: to bring to market a zero-emission, totally carbon-free aircraft, with hydrogen replacing paraffin. The hydrogen aircraft raises challenges in terms of design and operation. It is unique in that it carries hydrogen at -273°C. Maintaining hydrogen at cryogenic temperature, however, is not easy. The ALTEN teams are involved in the entire design as well as the mechanical and thermal analysis to ensure the integrity of the hydrogen tank and guarantee the safety of passengers. This R&D development partnership between Airbus and ALTEN represents a real opportunity for major innovation while addressing environmental challenges on a large scale. Three aircraft concepts have been considered to date and initial experiments are underway to prepare for the arrival of hydrogen-powered aircraft at airports in 2035.

ALTEN has been operating for over 10 years in mechanical engineering in the space sector, working with major manufacturers, New Space players and CNES. Throughout the product development cycle, from architecture to integration and testing, including design and detailed analysis, the Group is involved in telecommunications, observation and navigation satellites, as well as orbital infrastructures, launchers and rovers. Thanks to the diversity of subjects addressed in this speciality, ALTEN has developed its own design office in Toulouse. The ALTEN teams on site, specialised in design and calculation, have contributed to a major project supported by CNES: the MMX rover project. The aim of this mission is to send a rover to a moon of Mars, Phobos, in 2024 to study it.

The SMART DIGITAL initiative structures the ALTEN Group’s R&D and innovation. Its nine main programmes delineate highly complementary and cross-cutting fields of research in all our clients' different sectors. In fact, this "R&D toolbox" allows us to always find innovation topics that may be of interest to any existing or prospective client of ALTEN or its subsidiaries. It is therefore a growth driver for the Group.

Today’s factories must be more flexible, more communicative and more efficient, while remaining at the service of people. This programme explores all the founding subjects of Factory 4.0: IoT, the digital twin, AI, augmented reality, robotics, the integrated computer system and cybersecurity. All these technologies need to be integrated with each other for more economically, environmentally and humanly efficient production.

ALTEN Labs Toulouse research teams have created a physical demonstrator for a UAV assembly Plant 4.0, in partnership with SIEMENS Digital Industries: the "Mini Plant" platform. It allows all the projects carried out within the Smart Factory 4.0 programme to be materialised.

Using digital twin technologies, ALTEN's French, German and Spanish teams are simulating the behaviour of a fully digitised factory and working on its optimisation in a virtual world that is easier to handle and less expensive than the real world. The Digital Twin Plant project has made it possible to build the Mini Plant 4.0 project so as to be able to analyse all the impacts of our innovations on industrial processes and their efficiency.

In particular, we study the convergence between business IT systems (IT) and industrial and production management systems (OT Operating Technology). In particular, two topics were addressed in 2022: the security of computerised systems and the control of response time in the face of an inflation of connected objects. A cybersecurity standard (PSSI) was applied to our Mini Plant demonstrator with an easy-to-use application manual. We also worked on the IT/OT architecture on the digital twin of the plant to better visualise the problems of real-time data management.

The factory of the future must enable better anticipation and global and dynamic management of production, with precise measurement of its quality, by addressing both the human aspect of the operators and the production tool itself.

We have thus carried out work aimed at analysing the movements of operators on the line in real time in order to simulate them very accurately: a camera detects the real movements of the operator, which are transposed by image processing into a digital twin. Machine learning techniques improve accuracy and realism. This image quality makes it possible to anticipate human risks: the "Operator Perception Behavioural Analysis" project combines image recognition with Artificial Intelligence (AI) to analyse body movements in real time and reduce the risk of injury to the operator while offering advice on the most appropriate posture.

Predictive & prescriptive maintenance, the basic concepts of which were established in 2020, makes it possible to optimise the industrial tool according to the flows and the heterogeneity of the production, by reducing scrap/rejects but also by anticipating tool changes at the optimum time. This concept was mapped out, tested and validated in 2021, in situ at an aeronautics assembly plant with the identification of the relevant parameters to be studied for its deployment. This year we started the development of prototypes for the Sensor/IA/Platform chain. This work has enabled the ALTEN research team to understand the interaction between the various physical parameters of the machine and to enable the AI to construct future failure anticipation schemes. We have also developed a partitioning architecture for the data collected in order to improve real-time processing, eliminating the need for exhaustive measurement of the information. The partnership set up between ALTEN and STMicroelectronics' NanoEdge AI Studio has also enabled us to build solid skills in embedded intelligence. The quality of this innovative concept was recognised through the project "EcoIoT4.0 - Ecodesign of an intelligent sensor for predictive maintenance", winner of the ADEME 2022 call for projects.

To complete the vision of a factory 4.0 in phase with the economic and ecological concerns of its time, the Green Factory project aims to deliver a complete tool for managing the energy consumption and efficiency of a factory. It aims not only to monitor energy consumption and production as a whole (by managing several energy sources), but also to optimise it by making it possible to predict, simulate and prescribe more ecological and economical solutions. A digital platform for the management and predictive analysis of energy consumption incorporating a first simulation model was tested on the Mini Plant demonstrator. It incorporates an intermittent energy source for production: solar. Work has also begun on the identification of digital pollution resulting from data acquisition, transport, storage and processing.

The management of internal and external production hazards is a key element of industrial performance. The Digital Twin Internal Logistic project proposes technologies to detect and qualify crises, to predict their impacts and to propose solutions, with the objective of structuring a digital tool providing prescriptions for securing the factory's internal logistics chain. This project includes an important robotics component: the automatic and reinforcement learning algorithms make it possible to dialogue vocally with the robots, including to train them, or also allow them to correct themselves autonomously if a deviation is detected by one of their sensors. Their management as an autonomous fleet, optimised in number, also makes it possible to deal with unforeseen events and to introduce a high degree of flexibility within Factory 4.0. The ALTEN Lab UK is also developing detection and machine learning algorithms on KANBAN models to optimise consumable inventories on production lines. The one in Morocco prototypes an autonomous mobile robot for logistical support tasks for operators. ​

This programme investigates the use of digital technologies to bring Quality and Supply Chain into a new, more interactive and responsible era, similar to Factory 4.0. The use of artificial intelligence and digitised data allows for more responsiveness, transparency and intelligence in day-to-day decision-making, but also significant improvements in the long term. Intelligent tools, based on proven methods, and the willingness to connect actors, their needs and factual results are the keys to the Quality and Supply Chain of tomorrow.

The development of more intelligent quality systems is an important aspect of the efficiency and quality of Factory 4.0. Our teams use the IT tools available in Industry 4.0 (technical data management, IoT, AI, Big Data, etc.) to automate quality controls and store relevant production data. These concepts were prototyped on the Mini Plant by introducing computer-aided visual quality control on the wing and on the entire drone, with a single controller capable of reorienting itself and performing a complete check. It makes it possible to detect drifts in the process that would require an exhaustive a posteriori control of the parts produced. In order to be able to preserve the images for 20 years without altering their quality, we worked on reducing them to keep only accurate information for quality verification while reducing the environmental footprint of storage.

ALTEN teams also address more global aspects of compliance with company standards. This work ranges from automated deployment of standards compliance verification processes to decision support systems for choosing the most effective process in a given situation. The MYQUALITY 360 project aims to perform an assessment to ISO 9001 standards without human bias. Today, assessments are carried out through audits between an auditor and the company’s own team. This new approach offers a digital solution verifying compliance with the standard by direct analysis of the data stored in a company’s IT system. To do this, we distinguish the purely factual elements in the ISO 9001 standard and combine them with an automatic datamining tool capable of filling in an audit matrix to verify compliance but also of issuing recommendations.

At the ALTEN Lab Toulouse, the search for a more efficient Supply Chain addresses three main dimensions: GREEN to reduce its CO2 footprint, LEAN to improve its responsiveness and PREDICTIVE to secure its supplies. Although there are software solutions that can be used to work on each of these areas, they remain highly interdependent: a choice of transport mode or route optimisation will have an indirect impact on the optimisation of CO2 emissions. De facto, these three dimensions are combined in the same simulation tool developed as part of the Digital Twin Supply Chain project. A veritable logistics "control tower" with an AI trained to anticipate the impacts of choices on the various dimensions, this tool optimises the possibilities offered according to the various criteria and thus proposes an eco-responsible decision. The first work carried out on a road transport case has validated our solution functionally. In line with our Smart Mobility programme, this concept is directly linked to the search for eco-responsible solutions for urban logistics, the so-called last mile. Route optimisation must take into account multimodal solutions (thermal, electric, public transport, etc.) capable of combining efficiency and a small energy footprint. Multi-criteria optimisation algorithms allow them to be planned in an optimal way with regard to their energy consumption.

Other ALTEN R&D teams are also directly involved in innovative Supply Chain approaches:

• ●in Romania, for AkzoNobel's Carbeat™ solution for digitalised visual management of the automotive repair management process;
• ●in Germany, developing predictive systems to prioritise the management of thousands of containers, or proposing an optimal solution for locating repair workshops for a fleet of trucks, allowing more incidents to be handled more quickly.

5G technology is now essential to the functioning of our ultra-connected world, which requires networks to have better coverage, energy efficiency, throughput, stability, reliability, etc. While 5G technology provides us with the technical means to achieve this, the Smart Communications research programme adapts it to uses through innovative “disruptive” solutions that exploit the new operating limits of directed beam antennae and the processing capacities of network cores. ALTEN Labs teams deploy their know-how to address a wide variety of applications, from consumer telecommunications to uses related to the critical IoT for the connected factory, including autonomous mobility. A major issue in the implementation of these technologies is to limit the energy consumption of these objects, so that their proliferation in public and industrial environments does not have a major environmental impact.

In order to offer technical solutions for low-power 5G relays based on meta-surface antennas, particularly for Factory 4.0 applications, ALTEN has entered into a partnership with CentraleSupelec's Paris Electrical and Electronic Engineering Laboratory (GeePs) to develop a spatial filtering antenna that reduces the consumption of the RF chain with passive solutions. The first part of the work focused on the design of a 4-way power divider operating in the Ka-band (26.5 - 40 GHz), which will be the input to a passive switch system.

The hybridisation of 5G networks and satellites is becoming increasingly important in the field of 5G telecommunications. The aim is to propose an end-to-end transmission architecture from the ground, making it possible to define the satellites that will cover a user according to his or her position. A team from ALTEN Lab Sèvres has developed a hybrid ground-air-space architecture solution that provides a better understanding of 5G satellite communication using aircraft as relays, including a programme to automate the hybrid communication process according to the user's needs. It is also exploring the possibility of using a swarm of drones to relay a network when 5G coverage is needed in remote and isolated areas (such as a humanitarian intervention zone or military theatre of operations). The technical issues addressed are complex, in particular the quantification of interference, not known in full-duplex, in order to define its importance on the quality of the network created.

The diversity of 5G relay capabilities also allows for indoor and outdoor 5G deployment simulator solutions. At the crossroads of the Smart Factory 4.0 programme, the use of 5G for a Wireless Plant presents fundamental challenges. We studied the interoperability between industrial and wireless communication protocols in order to simulate concrete integration issues. ​ This work will lead in 2023 to the establishment of a partnership and joint innovative offerings between ALTEN, the leader in engineering solutions, and two global players in telecommunications and the digital industry. For the outdoor part, the ALTEN Lab in Sèvres is designing a model describing the various 5G communication layers for an intelligent transport system in a Vehicle-to-Everything communication context (vehicle, pedestrian, network, signalling etc.).

In this programme, the topics of eco-design and data security are addressed from two main angles:

• ●in the industrial sector, for the development of land or air transport systems that facilitate the energy transition by using alternative energies, or that are eco-designed with a view to reducing consumption. In particular, it uses the concepts of ecodesign of industrial systems developed in the Smart Design programme by applying them to concrete use cases;
• ●in the IT system sector, to achieve greater digital sobriety and increase their security and that of users.

ALTEN's R&D teams are very active in the electrification of land transport. Numerous projects are being carried out with the various manufacturers to develop these new vehicles. However, in order to increase their use, the disadvantages inherent in the low storability of electrical energy and the reuse of batteries must be countered.

An ALTEN team is working on the development of a universal communication technology between the electric vehicle and a charging station. Based on PLC (Power Line Communication) technology, it should ensure fast charging of vehicles on any type of terminal. ALTEN's Poland and France teams are also working on several charging station projects: increasing the functionality of new generation charging stations, improving charging efficiency, adapting to heavy loads (electric trucks), etc.

Another problem is what to do with the thousands of batteries in electric vehicles that are no longer suitable for in-vehicle applications, but which can still fulfil an energy storage role. The ALTEN Lab Toulouse, in cooperation with the one in Iasi (Romania), offers them a second domestic life by incorporating used Zoé batteries in adapted containers. This study showed that it was necessary to design these batteries in anticipation of this new use, and our work was therefore directed towards the following problems as an application case for the Smart Design programme:

• ●in a first step, identify the current parameters compromising the second life of batteries and feed this information back into the first design phase in order to best facilitate this second life;
• ●in a second step: directly design a high-performance battery for embedded systems, compatible with a second life in an ESS (Energy Storage System), while minimising the intermediate reconditioning step.

ALTEN is also strongly committed to research into the concepts of future generations of Zero Emission aircraft, with a disruptive vision of what exists. In particular, on the piloting part, with projects around solutions allowing to have only one pilot in the cockpit. We are exploring different possibilities for single-pilot management of the flight phases: either a single pilot on board for the whole flight, or the execution of the long-haul cruise phase by a single pilot in the cockpit. The scientific challenge of these projects is to demonstrate the feasibility of developing innovative procedures not assisted by a co-pilot. These will be implemented in the cockpit of the future: virtual assistant, artificial intelligence, etc. We are also working on the power and data distribution in the cabin, to increase their modularity, and also on the propulsion part, with the exploratory concepts of the CORAC project (see Smart Design). ALTEN Poland teams are involved in the design of new generations of energy-efficient turboprops.

The reliability of electronic systems is a central issue in the design of tomorrow's aircraft. The integration of new electronic technologies makes it possible to reduce the weight of the structures and to make the flight systems more secure. It also makes it possible to increase the services offered to passengers. An ALTEN France team, expert in the design of aeronautic systems, is working with AIRBUS on the development of a new type of primary flight actuator EMA (Electro-Mechanical Actuator) and its control electronics, in particular on the definition of a new µAFDX (Micro Avionic Full DupleX) communication bus. In this context, ALTEN was involved in the integration of two adjacent technological innovations:

• ●data transmission using parallelised multi-fibre optical links, to understand the behaviour and test the maturity of this technology in the aeronautics field (quality of signals and interference, robustness of the connections, maintenance capacity, etc.);​
• ●the implementation of new HVDC electrical power, to reduce uncertainties related to cable technologies on their insulation, compliance with segregation rules, acceptable connector typologies and their manufacturing capacity.

ALTEN France teams work on the spatial geolocation of satellites, on secure satellite data acquisition systems and on their use for oceanography and tide gauges.

Embedded systems are becoming increasingly complex with the advent of AI technologies. While centralised data processing architectures for the collection of information from these systems are naturally very energy-intensive, the processing of this same data at the point of collection is much less so. Thus, through this programme, we seek to converge different approaches through IT systems that are eco-designed to be less greedy in terms of calculation and therefore in terms of energy, with AI in the field, directly implanted in the data sensors, and more collaborative to better distribute the tasks and authorise faster and more appropriate reactions.

Improving the energy efficiency of IT systems starts with coding. The holistic approach of ALTEN's research teams to energy sobriety in code was recognised in 2021 by the Institut du Numérique Responsable, which awarded it its "Coup de Cœur" prize in the "Organisational Strategy and Responsible Digital Technology" category.

Based on this observation, ALTEN's teams are developing a test platform dedicated to the eco-design of systems, comprising the following three layers:

• ●the Green Code project optimises the energy performance of application or embedded software, particularly in the collection and processing of connected data; the partnership with the company Greenspector makes a significant contribution to measuring Green performance;
• ●the Green Smart Object project enables the precise measurement of the energy consumption of intelligent systems and connected IoT (Internet of Things) objects;
• ●the Green Smart System project addresses complex systems and systems of systems, and aims in particular to measure the efficiency of communication between the different intelligences of the system and the impact of the distribution of intelligences (and calculations).

For a given application, ALTEN teams compare the energy consumption of intelligent systems according to their architecture (Edge, Cloud, Mist), and measure the energy consumption of the various components (hardware, software, artificial intelligence, communication). This platform makes it possible to propose strong recommendations on their architecture so that they are more energy efficient.

This rapid digitisation therefore raises a fundamental question: what are the solutions for controlling and securing access to data?

Simulating behaviour in Virtual Reality can save development time or anticipate new difficulties. Supported by an increasingly powerful range of XR headsets, secure identification solutions offer greater possibilities than those offered for mobile or PC. A team of ALTEN experts proposes a new 3D password concept based on complex interactions with virtual objects. This solution aims to exploit two elements not previously used in similar conditions: the depth of field in the virtual world, but also the biometric detection directly integrated into virtual reality headsets. While the combination of Blockchain and biometrics is very interesting in this area of access security, it also poses significant technological problems. Indeed, the biometric identification by fingerprint of the individual is not unique but can vary in a certain area. It is therefore not natively associated with a unique numerical value. An ALTEN team is therefore working on a solution that would make biometrics compatible with identity recovery in the Blockchain.

Mobility faces many challenges due to the strong growth in travel and its environmental impacts. In particular, local authorities and cities are faced with the challenge of developing the infrastructure of their transport networks to optimise the multimodal movement of users and goods and to integrate increasingly autonomous and connected vehicles.

This programme brings together innovative projects focusing on changes in mobility that are increasingly respectful of the environment (CO2 emissions and noise) and the well-being of users. These research projects focus in particular on the implementation of solutions to facilitate traffic flow, as well as on the increasing autonomy of vehicles and their cooperation with ever more intelligent infrastructures. Our projects call on the skills of the historic transport professions but above all on those brought about by the new digital technologies. They are based on simulation and geolocation database exploitation tools.

The control of traffic flows through intelligent management of infrastructure and vehicles is indeed an essential aspect of urban mobility. ALTEN Lab teams have launched various projects to address this issue using data provided by both infrastructure and increasingly connected vehicles. AI and machine learning tools as well as massive datamining solutions open up a wider field of investigation. Two areas were addressed during our work in 2022:

• ●land transport infrastructure intelligence: To improve road traffic flow, work focused on using AI models based on reinforcement learning to control and manage traffic lights at the local level. The challenge is to be able to implement in the model all the traffic characteristics that can be encountered in a city to allow an intelligent self-adjustment of the traffic lights;
• ●traffic simulation as a decision support tool: In order to increase the level of reliability of traffic prediction models needed to assess the effects of transport infrastructure modifications, the development of traffic simulation tools was approached from a new angle, by working on a hybrid approach mixing on the one hand a mesoscopic modelling at the scale of the region and on the other hand a continuous microscopic simulation at the level of the vehicle in the street. The accuracy of the work has been improved, thanks to the existing very detailed data and by considering the city as a transit area.

Similarly, safety is a prerequisite for the wider deployment of autonomous driving functions. In this regard, the ALTEN Lab teams focused on two aspects:

• ●Validation methods and means to ensure that such functions developed on the basis of Artificial Intelligence adopt the appropriate behaviour in all circumstances. This leads to the development of a new data-driven and ontology-based approach. We then automatically generate a set of realistic test scenarios to validate in a virtual environment the behaviour of the chosen autonomous driving function with an acceptable level of confidence. The removal of this technical barrier led to the launch of a doctoral thesis on this subject in collaboration with the Industrial Engineering Laboratory of CentraleSupélec.
• ●Strategies for the perception by the autonomous vehicle of its environment and in particular of the most vulnerable road users, pedestrians. In this respect, the work focuses on the experimentation of AI methods and associated learning techniques to improve pedestrian detection and prediction of their intention in urban environments. This was also an opportunity to start evaluating the potential for cooperation between different ITS Intelligent Transport Systems through the fusion of data from the vehicle's on-board sensors and data from external sources (infrastructure, other vehicle, etc.). In this way, we are approaching V2X (Vehicle to Everything) technologies.

ALTEN Lab Morocco is also developing a prototype HIL (Hardware In the Loop) validation bench for testing intelligent driving assistance systems, whether autonomous or not.

Other R&D projects conducted by ALTEN teams concern the ecological transition for vehicles and uses: electrical architecture and optimisation of electric bus cabling (Poland), methodology for reducing vehicle weight based on maximum CO2 emission requirements (Germany), development of new generations of road radars (France), hydrogen motorisation (France), driving aids and autonomous vehicles (France, Germany and Romania).

In an increasingly connected and digitalised world, the volume of data exchanges between individuals, companies, software, databases, etc. is growing rapidly. With a strong presence in the service sector, ALTEN Italy's teams are developing innovative platforms for several major banking and distribution clients, incorporating all the ingredients for digital transformation:

• ●to manage efficient transactions on the cloud, taking into account all regulatory and security constraints;
• ●for scalable, multi-channel and transparent e-commerce or B2C (Business To Consumer) banking services, integrating a quality user experience.

The Smart Transactions Research Programme integrates innovative user-centred projects with Blockchain technology to demonstrate that it can be perfectly integrated into the IS of companies. This approach is deployed for personal data management and digital identity management, but also addresses the area of cryptocurrency which we initiated in 2022.

In this context, the PIMS (Personal Information Management System) project is an approach to personal data management applied to the banking sector, with two main objectives: to meet the expectations of regulatory frameworks (RGPD and DPS2) and to allow access to a federated management of personal data and digital identities. One of the principles is to return control over the provision of personal data to the user. It offers a platform built on enabling technologies such as Blockchain and the semantic web to implement services that meet the different expectations of digital data and service providers, while respecting users' consent. The use of Blockchain enables traceability and immutability, transparency and native encryption. Managing access to private data relies on identity, authentication, and credibility associated with the information. As the various Blockchain technologies do not define a single identity concept, the technological challenge is to reconcile identity and authentication in order to benefit from the maximum level of security.

The explosion in the use of cloud technologies by businesses, and therefore the use of different solutions and suppliers, requires effective management of technical resources and associated financial costs. The “FinOps” team at the ALTEN Lab in Rennes is developing a technical solution and a process to help manage these costs. They cover the three structural dimensions of multi-cloud management: aggregating financial data, allocating resources and financing to the right users, and automating the management of these resources. This multi-criteria optimisation platform automatically configures several connectors to different cloud service providers (AWS, Azure, GCP, private...) in order to obtain a flexible and efficient result. Feedback enriches our approach, via the development carried out for Orange around a solution for previewing the costs of migrating services hosted in an Orange data centre to Google Cloud Platform.

Our subsidiary NEXEO studies the field of market finance. Its exploratory project on cryptocurrencies, CEMEX, analyses the evolution of their prices according to objective factors such as stock market indices or external events, with the aim of establishing a predictive model using machine learning algorithms. It is also working on ESG scoring by developing a responsible finance calculation engine. Indeed, these ESG criteria have been defined on the environmental responsibility of companies - criteria = environmental, social and transparency - but there is still no clear regulation on the calculation methods. As initiatives are heterogeneous, determining an objective method of calculation would allow progress in the adoption of these criteria.

Despite the security and health crises, the tourism sector is developing new attractive and multi-channel approaches to offer more economical and environmentally responsible solutions. ALTEN France’s R&D teams contribute directly to the development of complex software for reservation platforms and to improving the performance of their real-time search engines, in particular through the implementation of multicloud, data science and cyber-security technologies.

The production of digital data is growing exponentially. New technologies known as Big Data make it possible to handle this growing volume of data efficiently and at low cost. The Smart Data Exchange Research Programme aims to automate the work of data preparation, tool selection and model validation. A real data factory driven by Artificial Intelligence, Smart Data Exchange assists Data Scientists: a first DLM (Data Lake Management) platform collects, qualifies, sorts and reconciles heterogeneous data from a wide range of sources, while a second SBM (System Behaviour Management) allows them to design and qualify their analysis pipelines by selecting the optimal algorithms and by integrating the security and reliability aspects of the models over time.

Work in 2022 focused on three main themes: DLM, semantic data management and meta-learning in SBM.

The first step is to be able to manage and structure a large amount of data. This point is addressed by the techniques of Data Lake Management. A research project was launched on the enhancement of the technical capabilities of Extract Transform and Load (ETL), technological building blocks for data collection and transformation. Work is focused on the development of a semantic data bus driven by Artificial Intelligence, processing data from heterogeneous, static or dynamic sources.

The management of semantic data is essential to have effective data processing tools. In this area, the ALTEN Lab in Sophia launched a thesis two years ago in conjunction with laboratories at the MINES ParisTech school, on the subject of the use of artificial intelligence in the management of a database, in this case on an application case of a project portfolio. We combined three concurrent approaches: technological, strategic, design and organisational behaviour. Starting from an understanding of databases and how they are populated for projects, the work turned to project audit methods to build an analysis cube. Faced with the reality of low database completion rates, we investigated motivational biases to encourage database completion in an organisation.

By mastering databases and semantic and ontological analysis, it is possible to take a greater interest in meta-learning, a very active research topic in the field of AI. Another thesis was launched with the same prestigious school by the ALTEN research team to study an approach implementing AutoML and meta-learning techniques to generate workflows for data analysis and valorisation. Given a multimodal dataset (data table, images, videos, etc.), a specified task (classification, clustering, regression, prediction, etc.) as well as simple metadata (data domain, label position, etc.), it is then a matter of automatically producing a machine learning workflow to answer this specified task.

There are many applications for these new technologies. Let's take two examples of R&D carried out by an ALTEN France team for AIRBUS Helicopters:

• ●in order to be able to use the technical maintenance information of the helicopters, we have to collect it first on paper plans. We therefore need to develop a robot for reading and indexing plan cartridges to feed a structured database. The combined use of optical character recognition (OCR) technologies with semantic data recognition makes it possible to categorise all the metadata in a plan, regardless of the format of the cartridge, and to populate it in the correct format in the database;
• ●secondly, they must be made accessible on all types of platforms (mobile, tablet, PC, Mac). The consultation or modification functionalities, whether connected to the network or not, must be the same via a single multiplatform application. The ALTEN team therefore developed an architectural solution that made it possible to migrate 5 TB of data and index 10 GB PDFs cut into several thousand small files, with very limited resource constraints.

Our subsidiary LINCOLN, specialised in data science, explores different technologies around data:

• ●Natural language processing (NLP) in video films: by extracting features from audio files, an artificial intelligence model is able to recognise the speaker in an audio segment, and to convert his/her speech into text, make text summaries and detect themes. In our case, it is a question of applying these methods to a political debate;
• ●Intelligent information retrieval: an AI-based intelligent search platform retrieves information wherever it is found, analyses it, sorts it and then responds to the user in an intelligent way. In order to achieve this objective it is necessary to study/test the whole range of artificial intelligence methods, in particular natural language processing, automatic search and semantic vector search methods. The application case is the search for information on PCs and information-sharing spaces;
• ●Automatic detection of deepfakes: a tool detects in multimedia, categorises and eliminates these malicious contents generated artificially and by superposition, with a focus on facial deepfakes;
• ●the construction of an OCR toolbox: this work is more general than that described in the AIRBUS Helicopters R&D projects above.​ They address the partitioning of a document into different zones labelled according to their content and then the extraction of text, images, titles, tables, lists, logos, signatures, etc.

With the Smart Design programme, our ALTEN Labs offer disruptive approaches to meet the challenges of designing complex technical systems combining the dimensions of products, services, processes or organisation. The increase in the interdependence of technologies, competition, uses, environmental or safety constraints now requires the integration and control of the technical, human or financial resources implemented and decided upon upstream of the design process in order to measure their impact over the entire life cycle.

However, the duration of development cycles is significantly reduced to meet the pre-eminent criteria of Time to Market.

The challenge is therefore twofold:

• bring more anticipation and flexibility to the upstream “Out of Cycle” design process in order to reduce the effective “In Cycle” development time;
• control the levels of complexity and uncertainties at the various levels of validation of the digital design process.

This new efficiency requires the use of different techniques and technologies integrated throughout the development process and the life of the products, and solutions to interconnect them: MBSE (Model-Based System Engineering), MDAO (Multidisciplinary Design Analysis Optimisation) and MBSA (Model-Based Safety Analysis).

This context particularly affects the civil aeronautics industry, which is now obliged to redevelop both products (new propulsion modes, new aircraft concepts, etc.) and its development processes. This transformation is reflected in the conduct of various aeronautical innovation projects subsidised by the DGAC, in which ALTEN is involved in accordance with the CORAC roadmap: ONE VOICE, STOHYC, ECOPROP. They are use cases for the new development methods developed by ALTEN teams and its partners.

The Smart Design programme integrates the entire life cycle of products and processes and aims at their optimisation, with two main requirements for our projects:

• ●properly address the problem by integrating, digitising and tracing functional and material requirements over the entire life cycle through new requirements engineering practices based on an MBSE approach, and gathered under the name Smart Requirement Modelling (SRM);
• ●correctly respond to problems by confronting different visions of eco-design via optimums of materials, performances, methods or uses.

ALTEN industrialises PMM© (Property Model Methodology), which consists of modelling requirements and making them simulatable, thus ensuring the consistency of specifications in a digital continuity of the various software tools, taking into account not only the technological solution but also the industrial system as well as supports and services. The ALTEN Lab Toulouse teams have built various industrialisation cases for their work on PMM©:

• ●industrial design: the PMM© method is directly tested on the Mini-Plant prototype of the Smart Factory 4.0 programme in order to validate its use in a product verification and design process, while extending its application to an industrial system, a field in which the MBSE approach is still underdeveloped;
• ●the production process: the objective is to use the PMM© method on production systems to identify the adaptability of the method. The case study is a picking robot. This makes it possible to combine the functional requirements of both the product (the robot) and the process (picking);
• ●uncertainties and their propagation: the application of the method must allow the identification and reduction of uncertainties on the results obtained for a complete system as well as their propagation on all the components for a global optimisation of the system. The studies were carried out on the specific case of a Flight Management System (FMS). This complex subject makes it possible to test the developed solution as a whole:
• ●safety analysis: the aim of this part is to work on operational safety using formal methods. Then, through the case study of a retractable steering wheel (research project conducted in 2021 at the ALTEN Lab in Sèvres), to integrate this method into a development process. We are thus testing the transposability of the PMM© method from the aeronautics sector, for which it was created, to the automotive sector.

The ONE VOICE, ECOPROP and STOHYC projects for Zero Emission aeronautics make full use of the deployment of these new methodologies for designing complex systems. The ECOPROP project is a perfect example. The MBSE method was introduced in specific developments around the thrust reverser (TRU). MBSE's contribution to this project focused on the formal requirements & functional validation part, with the ability to generate and centralise all requirements in a single view with automatic validation. These results can then be connected to other tools, such as a multiphysics model, to launch specific verifications. To go further, additional work was carried out on a version of the electric TRU. This case introduces a particular complexity with several interconnected levels of requirements and demonstrates that the validation of low-level requirements allows the de facto validation of the parent requirements.

Eco-design adds a new dimension of complexity to the development of systems, through materials, methods or uses. To take these complexities into account, ALTEN teams are working on the use of uMDAO (uncertainties MultiDisciplinary Design Analysis Optimisation) approaches. The fine modelling of multiphysical requirements and behaviours makes it possible to identify and propagate notions of intrinsic uncertainties in order to find a range of acceptable solutions more quickly. This method was used in the project to design a composite liquid hydrogen tank for aircraft: the MACSE project. In addition to optimising the design of the tank, it also enabled the selection of architectures and materials that significantly reduce CO2 emissions during the manufacturing process. Another use case was to integrate the second life of electric batteries upstream of their design (see above, Smart Green & Secure Systems).

AIXIAL, an ALTEN subsidiary specialising in clinical studies, acts directly as a CRO (Contract Research Organisation) for all the major European pharmaceutical research laboratories. Its specialised skills in regulatory pharmacy, pharmacovigilance and biostatistics put it at the forefront of clinical research programmes on a wide range of subjects: oncology, neurology, immunology, infectious diseases, pneumology, haematology, dermatology, endocrinology, etc.

Visualisation and surgical assistance are progressing enormously in order to limit surgical fields and avoid lengthy post-operative treatments. A German team is developing a complete visualisation and robotic surgeon support system for microsurgery.

ALTEN, through its LINCOLN subsidiary specialising in data science, has entered into a scientific partnership with the Research and High Performance section of the French Cycling Federation (FFC). This section of the FFC deals exclusively with athletes participating in international competitions (European and World Championships, Olympic Games) and is specifically mobilised to bring as many medals as possible to the Paris 2024 Olympic Games. ALTEN provides its expertise and research resources on the following topics:

• ●aerodynamic optimisation, in particular the individualised design of helmets and the determination of the best placement of athletes during the race;
• ●optimising effort management in the road time trial event, where the terrain and weather must be taken into account in order to obtain the best possible time for a given power and aerodynamics. In the continuity of our work in 2021 dedicated to high performance track cycling, the model has therefore been enriched with external disturbing elements (wind, gradient...), the objective being to provide indications of management of the power delivered in order to minimise the course time while remaining just below the rider's ultimate fatigue limit.

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.

Local mapping are carried out annually by each subsidiary and Group function. To support them in the exercise, the Group Risk and Compliance Department provides them with a frame of reference validated by General Management. In particular, it is notably composed of a methodology and a catalogue of risks common to the entire Group that can be completed by each respondent.

The assessment of each risk is based on:

• ●the risk criticality: this criticality results from the combination of (a) the probability of occurrence and (b) the level of negative impact on the Group;
• ●the level of control;
• ●the control measures and actions to be implemented according to the priority area of the risk.

The combination of the risk criticality with the level of control enables to classify the risks in four priority areas over a risk matrix designed by ALTEN as follow:

• ●“priority 1” and “priority 2” areas refer to major risks that may have a significant impact. They require the implementation of a short-term action plan (priority area 1) or the verification of control measures to ensure their appropriate control (priority area 2);
• ●“priority 3” and “priority 4” areas refer to moderate or low risks. Since they have little impact, they mainly require periodic monitoring.

Consolidated risk analysis sheets are prepared by the Group Risk and Compliance Department for each subsidiary and corporate department based on local mappings. They are presented to the Risk Referents in accordance with their respective areas of expertise.

On the basis of this review, each Referent is responsible for defining a global level of risk for the Group. This assessment is then used to prepare the Group’s major risks mapping which is later presented to General Management for final validation.

Risks presented in Section 2.2 “Summary of the main risks” are taken from the Group’s mapping of major risks.

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.

The Board of Directors and General Management are responsible for the internal control system, with the Audit Committee monitoring the effectiveness of ALTEN’s internal control and risk management system. To do this, General Management relies on the Group’s functional Departments as well as on the operational departments (geographical areas and subsidiaries).

The Group has deployed a set of Charters for its employees and stakeholders:

• ●the Ethics and Compliance Charter, formalises the Group’s commitments in the way it conducts its business and sets out a framework for the conduct expected of all its employees. It is distributed to each employee upon joining the Group and is made available on the Group’s Intranet and website;
• ●the Anti-Corruption Code of Conduct, distributed to each employee, defines and illustrates the main principles (corruption, conflicts of interest, etc.) with which everyone must comply;
• ●the Sustainable Development Charter, which develops a corporate social responsibility approach within its entities;
• ●the Responsible Purchasing Charter applies to all ALTEN suppliers and commits them to respect the principles set out in the Charter on Human Rights, Ethics and the Environment.

A whistleblowing system, available on the intranet and on the Group’s website, has been set up to give each employee the opportunity to report any behaviour that does not correspond to the Group’s values (see Section 3.4.2 “Ethics and Compliance”).

E-learning training must also be followed by employees for anti-corruption, cybersecurity and personal data protection training.

The various players involved in the management and control of the Group’s risks are described below.

General Management can use three levels to coordinate internal control processes:

The first level is made up of operational managers and employees:

• ●this first level, responsible for the internal control of the processes of their entities, plays a key role in the system. It is responsible for the assessment, prevention and control of risks by setting up an appropriate control environment for the processes for which it is responsible. On a day-to-day basis, it is in charge of looking for possible failures and is continually working to improve the system.

The second level is made up of the Group’s functional departments:

• ●these Group functional departments (Finance, Legal, Ethics and Compliance, IT, Human Resources, Purchasing, etc.) disseminate, assist and continuously monitor the implementation of internal control elements;
• ●the Finance Department is responsible for internal accounting and financial control. It supports the Group’s entities by disseminating procedures and best practices and by implementing tools.

The Legal Department prepares and supervises the contractual commitments made by the Group. It is in charge of organising the control of the Group’s interests in disputes it may have with third parties. It thus contributes to limiting and managing the legal risks to which the Group is exposed.

The Legal Department also participates in the protection of the Group’s assets by defining and implementing coverage and coordinates the claims prevention process.

The Risk and Compliance Department, under the responsibility of the Legal Department, ensures compliance with the Group’s regulatory compliance in the context of personal data protection, anti-corruption systems and compliance with international sanctions. It also contributes to compliance with the duty of care. Finally, it is responsible for identifying and assessing the risks to which the Group is exposed. It supports the Operational and functional divisions in the implementation of risk management action plans.

The IT Department participates in the deployment of internal control policies and risk management. Its technical security actions enable the Group to cope with cyber risks. It has developed and maintains a business continuity plan guaranteeing the continuation of ALTEN activities in the event of force majeure events. In addition, it ensures compliance with the principle of segregation of duties and ensures an adequate access rights policy.

The third level is the Internal Audit Department:

The objective of the internal audit is to assess the way in which the Group identifies and manages its risks. This activity provides the Group with assurance on the degree of control of its operations but also areas for improvement in the form of recommendations. It also ensures compliance with the procedures disseminated by the Group’s departments in the areas audited.

Internal Audit, which reports to the Corporate Financial Department, intervenes on the entire scope of the Group on the basis of an annual plan based on a risk analysis and interviews with the Operations Managers. This audit plan is submitted to the Audit Committee for approval.

The work and conclusions of the Internal Audit Department, as well as the stage of completion of the action plans in the audited entities, are presented to General Management and the Audit Committee.

The Statutory Auditors assess the level of internal control of the processes for preparing and processing accounting and financial information in the performance of their duties and issue recommendations where appropriate.

This Section will focus on control activities relating to the preparation and processing of accounting and financial information. This system ensures the implementation and compliance with the rules established by the Group in terms of forecasting, operational reporting, consolidation and financial communication.

The Group Financial Department is responsible for internal audit procedures related to the preparation and presentation of internal and external financial information.

The production and analysis of the Group’s financial information is based on the Group’s consolidation, management control, tax and treasury functions as well as on the finance departments of the various subsidiaries within the scope.

The regional Financial departments (composed of a Chief Financial Officer and financial controllers) and the subsidiaries’ financial departments are responsible for accounting and management data in line with the Group’s instructions. They are responsible, for each legal entity, for the application of the Group’s procedures as well as for managing the financial performance and closing the financial statements.

The entire Group’s financial community is required to comply with the rules and procedures set out in the “Group accounting/finance guidelines” document, maintained by the internal financial control department, and defining:

• ●internal control rules;
• ●management rules and procedures;
• ●accounting principles and methods.

An annual self-assessment campaign on the key controls described in these guidelines is conducted in each Group entity. The responses obtained make it possible to assess the adequacy and effectiveness of internal control within each subsidiary and to define, if necessary, the action plans to be carried out.

In order to control the Group’s activities and in order to have information for the management of the Group, each subsidiary is subject to reporting budgetary/forecasting, operational and accounting obligations.

Each Group entity prepares an annual budget including a management income statement from operational and financial indicators. The budgets are reviewed and consolidated by Group Management Control, then approved by General Management.

The budget is then revised each month and incorporates the achievements of the previous month and a new forecast for the remaining months of the current year.

Each month, the Group’s entities produce a management report allowing an analysis of the main operational and financial parameters of the business, as well as an income statement and cash flow reporting. These data are compared with the budget, the previous month’s forecasts and data for the same period of the previous year. This information is reviewed and consolidated by Group Management Control, which sends it to General Management.

The financial data from these reports are reconciled with accounting data each quarter.

Consolidated financial statements are prepared quarterly in accordance with international accounting standards (“IFRS”) and published half-yearly and annually. The preparation of these statements is done as part of a process led by the consolidation department reporting to the Financial Department of the Group, in the following manner:

• ●dissemination of precise instructions to Group companies before each consolidation, including the scope of consolidation and a detailed schedule;
• ●preparation using software that provides all necessary functions in terms of traceability, accuracy and security of data and processing;
• ●subsidiaries report individual financial statements that are consolidated at Group level, without any consolidation step. Users are regularly trained and/or refreshed;
• ●production of analyses and controls of the data throughout the process.

The production of financial information that is the subject of an external communication is strictly controlled by the departments in charge of preparing it. In addition to these controls, two bodies are responsible for verifying the internal control environment and the quality of the financial statements:

• ●internal audit through these missions;
• ●the Statutory Auditors as part of the certification of the financial statements.

External communication of financial information through the Universal registration document, financial press releases and meetings with analysts and investors are also subject to appropriate controls.

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.

The General Management is composed of the Chairman and Chief Executive Officer, Mr Simon AZOULAY, assisted until 31 December 2022 by Mr Gérald ATTIA, Deputy CEO. To date, it has not been decided to appoint a new Deputy CEO to replace Mr ATTIA.

However, the Board of Directors decided to renew for 2023 the remuneration 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.

The Chief Executive Officer and the Deputy CEO, when the Company has one, are vested with the broadest possible powers to act on behalf of the Company in all circumstances. They exercise their powers within the limit of the corporate purpose and subject to those which the law expressly allocates to meetings of shareholders and of the Board of Directors. They represent the Company in its relations with third parties and before the courts.

In addition, the Board’s Internal Rules, available on the Company’s website, do not provide for any limitations on the powers of General Management, with the exception of the powers reserved for the Board of Directors to review and authorise external growth projects.

Two committees help the General Management meet its responsibilities: the Executive Committee and the Group Management Board.

The Executive Committee is composed of the Chairman and Chief Executive Officer, the Deputy CEOs and the Executive Vice Presidents. The Executive Committee meets at least once a month, and its brief is to analyse commercial and financial results, and implement operational measures.

The detailed composition of the Executive Committee is presented in the integrated report of this Document, page 16.

The Group Management Board is currently made up of 18 members, five of whom are women.

ALTEN is keen to promote balanced gender representation in its workforce. Gender equality initiatives in the Group are described in Chapter 4 of this Document.

In 2022, ALTEN SA obtained a score of 89 out of 100 on the gender equality index defined by the law “for the freedom to choose one’s professional future”.

The Board of Directors determines ALTEN’s strategic directions and ensures their implementation, in accordance with its corporate interest, taking into consideration the social, environmental, cultural and sporting challenges of its activity. It controls the management of both financial and non-financial aspects and ensures the quality of the information provided to shareholders and the market.

Article 16 of the Company’s Articles of Association provides that the Board of Directors is composed of no fewer than three and no more than 18 members.

Directors are appointed by the Ordinary General Meeting, which may dismiss a Director from office at any time. A legal entity which is appointed as Director must designate a permanent representative who is subject to the same conditions and obligations as if he had been appointed Director in his own name.

An employee of the Company may be appointed as a Director under the conditions provided for by the regulations. The number of Directors linked to the Company by an employment contract may not exceed one third of the Directors in office (it being specified that the Director representing the employees is not included in this calculation).

Directors appointed by the General Meeting are appointed for a term of four years. The appointment of each Director is the subject of a separate resolution. All Directors whose term of office is ending are eligible to be re-elected.

The board elects a Chairman, who must be a natural person, from among its members for a period that does not exceed the Chairman’s term of office as Director. The board may dismiss the Chairman at any time. If it deems this necessary, the Board of Directors may appoint one or more Deputy Chairmen from among its members, whose sole duty is to preside over Board meetings and General Meetings in the absence of the Chairman. The Board of Directors sets the term of his/her appointment, which cannot exceed that of their term of office as Director.

The independence criteria adopted by the Company’s Board of Directors correspond precisely to those defined by the Middlenext Code. These criteria are included in its Internal Rules, namely:

• ●has not been, over the past five years, and is not an employee or Executive Corporate Officer of the Company or of a company within the Group;
• ●does not have and has not had, in the last two years, a significant business relationship with the Company or Group (e.g. client, supplier, competitor, service provider, creditor, banker, etc.);
• ●is not a leading shareholder of the Company and does not hold a significant percentage of the voting rights;
• ●has no close or family ties with a Corporate Officer or leading shareholder;
• ●has not served as a Statutory Auditor for the Company in the last six years.

These five criteria make it possible to assess the independence of Board members, which is characterised by the absence of any significant financial, contractual, family or other close relationship that could affect the independence of their judgement.

Each year, the Board of Directors examines the situation of its members with regard to the above-mentioned criteria, in particular by means of a questionnaire that makes it possible to presume the independence of Board members, based on the answers provided.

The examination of these criteria with regard to the situation of each of the members of the Board enabled it to confirm, at its meeting of 26 April 2023, the independence of five of its members, Mrs LABEILLE and MARDYKS and Messrs COLLIN, EISENBERG and TRIBAUDEAU.

The summary of this review is presented in the following table:

(1) Independent Director co-opted on 23 February 2023.

(2) Director representing employees.

As of the date of this Document, the Board of Directors was thus composed of five independent members out of a total of eight members (the Director representing the employees not being included in this calculation), i.e. a ratio of 62.5% of independent members, in accordance with the recommendations of the Middlenext Code in this area. The proportion of Independent Directors increased significantly from 2014 to 2016, so that the board, which previously had no Independent Directors, included four independent members for an independence ratio of 50%. This ratio increased further in February 2023 with the co-optation by the Board of Directors of Jean-Philippe COLLIN.

In order to ensure a fair balance of powers on the Board of Directors, with the functions of the Chairman of the Board of Directors and the Chief Executive Officer not being dissociated, the Board of Directors’ Meeting of 25 April 2018 created the function of Lead Director.

The latter is chosen from among independent members of the Board of Directors. Mr Philippe TRIBAUDEAU has occupied this function since 20 June 2018.

The Lead Director’s main mission is to provide the Board of Directors and its Chairman with assistance in ensuring the proper functioning of the Company’s governance bodies, both within the Board of Directors and its specialised committees.

The tasks of the Lead Director are to:

• ●ensure that the Chairman of the Board complies with the governance guidelines (Internal Rules and Middlenext Code) and participate in the self-assessment process of the Board of Directors;
• ●prevent potential or proven conflicts of interest;
• ●request the Chairman, if necessary, to convene a meeting of the Board of Directors to discuss and decide any issue in relation to:
  • –the governance guidelines,
  • –potential or proven conflicts of interest concerning members of the Board of Directors.

The Lead Director is involved in the annual review of potential conflicts of interest provided for in the Internal Rules, within the Board, as well as in the Board’s self-assessment process.

No potential or actual conflicts of interest were declared to the Lead Director in 2022.

In the context of promoting the diversity of the profiles of Board members and in application of Article L. 22-10-10 of the French Commercial Code, the Board of Directors has paid particular attention to its composition.

The Board’s diversity policy aims to ensure a variety of skills and experience and to ensure that its missions are carried out objectively and with an open mind. The skills of the Directors who are members of the Committees vary according to the Committees:

• —the members of the CSR Committee have knowledge of CSR issues;
• —the members of the Audit Committee have expertise in Finance or risks;
• —the members of the Remuneration and Nomination Committee have expertise in the Human Resources of executive managerial staff and senior executives.

The table below summarises the expertise of Board members. The biographical elements that allow us to appreciate their respective skills are detailed below.

Furthermore, the commitment of the members is reflected in their high attendance rate at board and committee meetings in 2022.

The expertise and qualifications of each Board member ensure satisfactory diversity within the board, enabling a rapid and in-depth understanding of ALTEN’s development issues. In addition, the gender balance on the board is also satisfactory.

When selecting candidates for the positions of Director, the Remuneration and Nomination Committee seeks skills complementary to those already represented on the Board of Directors and ensures that gender parity and a satisfactory proportion of Independent Directors are maintained.

Target: proportion of Directors of each gender not less than 40%.

As of 31 December 2022, the Board of Directors was composed of four women and four men, thus fully respecting gender parity (excluding the Director representing employees, as required by law). This proportion remains unchanged as of the date of this Document, as Mr Jean-Philippe COLLIN was co-opted by the Board on 23 February 2023 to replace Mr Gérald ATTIA.

Target: 50% of Independent Directors, in accordance with the Middlenext Code.

Since 23 February 2023, the Board’s independence ratio has increased from 50% to 62.5%.

The preservation of this diversity in terms of independence, qualifications, expertise, age and gender on the Board is therefore an essential element in the selection of candidates for the position of Director.

The term of office of the members of the Board of Directors appointed by the General Meeting is set at four years. This duration is adapted to the specificities of the Company, in accordance with the eleventh recommendation of the Middlenext Code.

The appointment of each Director is the subject of a separate resolution. Any Director whose term of office expires is eligible for reappointment. It is specified that the co-optation of Mr Jean-Philippe COLLIN by the Board of Directors on 23 February 2023 will be subject to ratification by the 2023 Annual General Meeting, i.e. the next meeting, in accordance with Article L. 225-34 of the French Commercial Code. In addition, as the directorship of Mrs Emily AZOULAY expires at the 2023 Annual General Meeting, the shareholders will be asked to renew her term of office.

The Directors’ mandates are staggered.

The list of offices and positions held by the members of the Board of Directors as of the date of this Document is provided in the Section “Information relating to the Company’s Directors as of the date of this document” below.

Members of ALTEN’s Board of Directors do not hold an office in any listed company other than ALTEN.

Every Director must respect the rules set out in the Internal Rules of the Board, particularly those regarding insider trading.

The members of the Board sign an annual declaration relating to conflicts of interest. According to the terms of this declaration, in accordance with the Board’s Internal Rules and the first, second and ninth recommendations of the Middlenext Code, a Director facing such a conflict of interest is obliged to immediately notify the Board and comply with whatever the consequence may be for the performance of his or her corporate office.

In addition, and in accordance with the second recommendation of the Middlenext Code, each Director must declare before each meeting of the Board of Directors that he or she is not in a situation of conflict of interest with the items on the agenda. Thus, depending on the case, he or she must either abstain from taking part in and voting on the corresponding deliberation, or not attend the meeting of the Board of Directors during which he or she finds himself or herself in a situation of conflict of interest, or resign from his or her duties as Director, in particular if the conflict of interest proves to be lasting. The Chairman of the Board of Directors will not be obliged to send information or documents appertaining to the contentious issue, to Directors who he has serious grounds to believe have a conflict of interest, and shall inform the Board of Directors that such information or documents have not been sent.

The Board carries out an annual review of known conflicts of interest, in accordance with Article 4.2 of its Internal Rules and the second recommendation of the Middlenext Code. There are currently no conflicts of interest identified between the duties of any member of the Board of Directors with regard to the Company and their private interests.

In addition, as part of the obligations arising from European Regulation No. 596/2014 of 16 April 2014 on market abuse (“MAR Regulation”) and the guide to ongoing information and management of insider information published by the French Financial Markets Authority (AMF – Autorité des Marchés Financiers), ALTEN has drawn up a Stock Market Ethics Charter recalling the main rules applicable to insider trading and securities transactions.

More generally, in order to comply with the obligations of the MAR Regulation, ALTEN has set up an internal procedure for identifying inside information. This procedure also specifies what to do in the event of inside information.

The Board’s Internal Rules recommend that the shares of the Company and its subsidiaries held by Directors and their minor children or legally separated spouses be registered.

In addition, the Company's Executive Corporate Officer in the person of the Chairman and Chief Executive Officer, Mr Simon AZOULAY, is a significant shareholder (see Chapter 7.1 of this document for information on the position of ALTEN shares held by him).

In accordance with the provisions of Article L. 225-197-1 of the French Commercial Code, the Board has decided that the Executive Corporate Officers of the Company who are beneficiaries of preferred shares or performance shares must hold in registered form 2% of the shares resulting from the conversion or definitive allocation of ordinary shares until the termination of their duties as Executive Corporate Officers.

Information on the offices and positions held and in force as of the date of this document

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

Information on the offices and positions held that ended during the 2022 financial year

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

(1) Within the meaning of Article L. 233-16 of the French Commercial Code.

The preparation and organisation of the work of the Board of Directors fall within the framework defined by the legal and regulatory provisions applicable to French limited companies (Sociétés Anonymes), by the Company’s Articles of Association, and by the Board’s Internal Rules.

The latter was amended in 2022, in particular to take into account the update of the Middlenext Code of September 2021.

These changes mainly concerned:

• ●strengthening of the conflict-of-interest clause;
• ●creation of a CSR Committee.

The latest version of the Board’s Internal Rules is published on the Company’s website: www.alten.com.(3)

Each Director has signed the Board’s Internal Rules.

Directors are convened by ordinary letter, fax, e-mail or orally.

In 2022, the representative of the Economic and Social Committee was invited to all meetings of the Board of Directors.

In order to enable them to carry out their duties to the best of their ability, the Company's Statutory Auditors were also invited to all meetings of the Board of Directors.

In 2022, they were able to attend in particular meetings on the review or approval of the annual or half-year financial statements, in accordance with the provisions of Article L. 823-17 of the French Commercial Code, as well as to the Annual Ordinary General Meeting of Shareholders.

To enable members of the Board of Directors to prepare for meetings, the Chairman gives the Directors all information within a reasonable and adequate period of time as required to make decisions and, more generally to carry out their duties in an independent manner. In addition, each Director is able to obtain additional information necessary to perform his or her duties.

The Directors are kept regularly informed between meetings of the Board, whenever Company news so warrants, in accordance with the fourth Recommendation of the Middlenext Code.

The representative of the Social and Economic Committee received the same information within the same timeframe as the members of the Board.

Minutes of Board meetings are drafted following each meeting and are subject to approval by the Board of Directors at its next meeting.

In 2022, the Board of Directors met seven times, with an attendance rate of 97%. In particular, it intervened on the following topics:

• ●approval of the Group’s strategy;
• ●the closing of the 2021 annual financial statements, the 2022 half-year financial statements and the revenue figures for the first and third quarters of 2022;
• ●external growth, development and disposal transactions occurring during the financial year;
• ●the review of current agreements entered into under normal conditions and the annual review of regulated agreements whose performance continued during the financial year;
• ●the Company’s policy on equal opportunities and equal pay, as well as the diversity policy within the board and the management bodies;
• ●the convening of the Annual General Meeting;
• ●the 2022 remuneration policy for Corporate Officers;
• ●the policy of associating ALTEN Group employees with the capital, in particular: the implementation of new free share plans and free performance shares within the Group;
• ●the self-assessment of the Board of Directors and the composition of its committees;
• ●analysis of the voting results of the Annual General Meeting held on 22 June 2022 (nota bene: all resolutions presented at this meeting were adopted, with an average approval rate of 96.56%);
• ●creation of a CSR Committee.

In accordance with the thirteenth Recommendation of the Middlenext Code, the Board of Directors regularly, and at least once per year, discusses subjects such as the methods of functioning, composition and organisation of the Board of Directors and any Committees, its work, its delegations of powers and its decisions. These deliberations are transcribed in minutes.

In addition to holding regular debates on the subject during its meetings, the Board carries out a formal annual self-assessment of its operations. In particular, it assesses its ability to meet the expectations of the shareholders who have mandated it to administer the Company by periodically reviewing its composition, organisation and operation, as well as the committees.

This self-assessment has been carried out by means of a form sent to each member of the Board.

This year, the form contained 30 questions on three themes: the composition of the Board and the Committee, the quality of the information made available to them and their functioning.

According to the responses obtained, the Company prepares an action plan to improve any issues that may have been identified. The conclusions of the latest self-assessment were presented to the Board of Directors on 26 April 2023 and show an overall positive assessment of the functioning of the Board its committees and its diversification.

The Board of Directors, in collaboration with ALTEN’s management, has worked to implement a three-year training plan for Directors in accordance with the fifth recommendation of the Middlenext Code, which was the subject of a specific item on the agenda of the Board of Directors' meeting of 26 October 2022.

The Board of Directors has therefore decided to implement a plan including at least one day of training per board member and per calendar year, from 2023, on the basis of proposals made by the Company to each of them.

Directors will be notably trained in CSR in 2023.

The Board of Directors also decided to set the training time for the Director representing employees at 40 hours per year.

The Board of Directors will review the progress of the plan annually and report on it in the corporate governance report.

The Board has established three specialised committees: the Audit Committee, the Remuneration and Nomination Committee and the CSR Committee.

The Audit Committee is chaired by Mrs Aliette MARDYKS, an Independent Director.

Mrs MARDYKS has solid financial management experience in an international environment, after a 35-year career with the Airbus Group. She held several operational and functional positions in various entities of the Airbus Group.

The duties of the Committee, as defined in the Audit Committee Operation Charter, are as follows:

• ●monitoring the process for preparing financial information and, where necessary, making recommendations to ensure its integrity;
• ●monitoring the effectiveness of the internal control, risk management and, where applicable, internal audit systems with respect to the procedures for preparing and processing accounting and financial information, without compromising its independence;
• ●making a recommendation on the Statutory Auditors nominated for appointment or renewal by the General Meeting;
• ●monitoring completion by the Statutory Auditors of their duties, taking account of the Notes and conclusions of the French High Council of Statutory Auditors after controls carried out in accordance with regulations;
• ●ensuring respect by Statutory Auditors of conditions of independence, under the conditions and using the methods provided for under regulations;
• ●approval of the provision of services other than certification of accounts (SOCA): a limited number of SOCA are approved upstream by the Audit Committee; the Committee is informed every year of the SOCA effectively provided;
• ●annual review of the conditions for entering into agreements entered into by ALTEN and report to the Board of Directors on the implementation of the procedure relating to the evaluation of the current agreements entered into under normal conditions, its results and any observations;
• ●regularly report to the board on the performance of its duties. It also reports on the results of its accounts certification mission, the way in which this mission has contributed to the integrity of financial information and the role it has played in this process. It immediately informs the Board of any difficulties encountered in this context.

The Audit Committee met five times during the last financial year, with a 100% attendance rate.

In 2022, the Audit Committee examined:

• ●the annual separate and consolidated financial statements and the half-year financial statements;
• ●financial communication;
• ●services other than the certification of accounts (ACAS);
• ●related-party agreements;

• ●internal control;
• ●risks, ethics and compliance.

These meetings took place in the presence of the ALTEN Statutory Auditors and the Group Financial Director.

Certain Group executives, including the Legal Director, Head of Risk and Compliance and Head of Financial Internal Control, also participated in the meetings on an ad hoc basis. The meetings gave rise to several discussions between members of the Audit Committee and the Statutory Auditors.

The recommendations of the Audit Committee were implemented in full by the Board of Directors.

Since the beginning of the 2023 financial year, the Audit Committee has met again on 23 February 2023, in particular on the occasion of the closing of the Group's annual results, which were presented to the market on 24 February 2023.

It also met prior to the Board of directors meeting of 26 April 2023, which approved the notes to the 2022 separate and consolidated financial statements, as well as all the reports to be presented to the shareholders.

The Remuneration and Nomination Committee has been chaired by Mrs Maryvonne LABEILLE since 29 January 2021, who has solid experience, particularly in Human Resources and recruitment.

The committee’s mission is to assist the Board of Directors in particular on the following subjects:

• ●remuneration policy for Corporate Officers, members of the Executive Committee and the principal Directors;
• ●individual remuneration for officers, members of the Executive Committee and the principal Directors;
• ●discretionary profit sharing and shareholding schemes;
• ●career management;
• ●candidate selection process, and in particular the process for selecting Deputy CEOs, guaranteeing the presence of at least one person of each gender among the candidates;
• ●individual appointments;
• ●composition of the Board of Directors and its committees;
• ●succession of officers.

The Remuneration and Nomination Committee met four times during the last financial year, with a 100% attendance rate.

In 2022, the Remuneration and Nomination Committee addressed the following points:

• ●remuneration of Corporate Officers and key persons;
• ●mandates of Directors;
• ●employee-shareholding plans.

In addition, the executive succession plan was reviewed by the Committee in January 2023.

On 22 February 2022, the Board of Directors created a CSR Committee, in charge of issues related to corporate social responsibility, chaired by an Independent Director.

Given the nature of the issues specific to this matter and the ALTEN Group’s sensitivity to these subjects, which are essential to the deployment of its strategy, it was initially decided that the board would form a CSR Committee in its plenary session.

Then, on 23 February 2023, the Board of Directors decided that the CSR Committee would now meet as a fully-fledged committee composed exclusively of independent members.

The chairmanship of this Committee has been entrusted to Mrs Maryvonne LABEILLE, an Independent Director, who has the skills to carry out its work.

The duties of the CSR Committee are as follows:

• ●review the main social, societal and environmental risks and opportunities for the ALTEN Group and its CSR policy;
• ●review of reporting, evaluation and control systems to enable the ALTEN Group to produce reliable non-financial information;
• ●review the main areas of communication to shareholders and other stakeholders in terms of social and environmental responsibility;
• ●examine and monitor the ratings obtained by the ALTEN Group from non-financial rating agencies.

The CSR Committee met for the first time in January 2023, with an attendance rate of 100%.

During this first meeting, the CSR Committee reviewed the CSR initiatives initiated by the ALTEN Group.

To the best of the Company’s knowledge, at the time of preparation of this document, and during the last five years, no member of the Board of Directors or of General Management (i) has been found guilty of fraud, (ii) has been stripped by a court of the right to exercise functions on management or supervisory bodies of share issuing companies, or to take part in the management or affairs of an issuer, (iii) has been implicated in a case by, and/or had an official public sanction from, any legal or regulatory authorities (including designated professional bodies), and (iv) has been involved in bankruptcy, sequestration, liquidation or placement of companies under legal administration.

To the best of the Company’s knowledge on the date this document was prepared:

• ●no potential conflict of interest is identified between the duties of any of the members of the Board of Directors and the General Management towards the Company and their private interests and/or other duties;
• ●there are no arrangements or agreements with major shareholders or with clients, suppliers or others, under which any of the members of the Board of Directors and the General Management have been selected as a member of an administrative, management or supervisory body or as a member of the General Management;
• ●there is no restriction on any of the members of the Board of Directors and General Management regarding the sale, within a certain time period, of securities they hold in the Company, with the exception of the retention obligations described in paragraph “Retention of shares”, in Section 3.1.3 of this Chapter.

To the Company’s knowledge and on the date on which this document was prepared, there are no service level agreements binding members of administrative or management bodies with ALTEN or any of its subsidiaries or stipulating the granting of advantages under such a contract.

Mr Simon AZOULAY has family ties with Mrs Emily AZOULAY (sister) and Jane SEROUSSI (wife).

To the Company’s knowledge and on the date on which this document was prepared, there is no other family link between the Company’s Corporate Officers.

For the purpose of their corporate mandates, the members of the Board of Directors and General Management are domiciled at the Company’s registered office.

Nota bene: the pre-emptive subscription right is referred to in the table below as “PSR”.

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.

It is specified that the total remuneration of each Corporate Officer complies with the principles of the remuneration policy applicable to him or her and approved by the General Meeting of 22 June 2022 in its 8th and 9th to 10th resolutions.

Summary table of remuneration and options and shares granted to each Executive Corporate Officer.

The members of the Board of Directors received the following gross remuneration(1):

None.

None.

None.

None.

To date, there are no share subscription or purchase options in progress.

None.