22...several new talents joined aubay in 2016 : a ux designer, a ui designer, a digital manager and...

1 AUBAY 2016 Registration Document

1. Aubay Group Profile I. Management Team

II. A comprehensive offering to support our customers’ transformation

III. Aubay Group strategy

2. Group Business ReportI. The market in 2016

II. Group Business Report

III. External growth strategy

IV. Significant events in 2016

3. Consolidated Financial Statements

4. General information about the compagny and its capital

CONTENTS

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AUBAY GROUP PROFIL

CONTENTS

I. Management Team

I.1 Management Team

II. A comprehensive offering to support our customers’ transformation

III. Aubay Group Strategy

III.1 Leveraging value from the Product to the Service

III.2 Aubay, a solid reputation in growth markets

III.3 Regional strategy: ensuring we are present where our customer are

III.4 All growth drivers in action

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1 AUBAY GROUP PROFILEManagement Team

I. MANAGEMENT TEAM

Aubay’s Group and its operations in Europe are overseen by a management team of digital industry professionals in the service of customers. Building on their expertise in engineering services, Consulting and Digital, they develop strategies for

achieving convergence between customers, partners and Aubay employees around a common objective: offering the best service in the best conditions to achieve the highest possible performance.

I.1 Management Team

Group Executive Management

Christian Aubert

Chairman

David Fuks

Deputy CEO

Chief Financial Officer

Philippe Rabasse

Chief Executive Officer

Vincent Gauthier

Deputy CEO

Chief Legal Officer

Operational Management

Belgium

Christophe Andrieux

Deputy CEO

France

Philippe Cornette

Deputy CEO

Christian Meunier

Associate Director

Italy

Paolo Riccardi


Luxembourg

Joel Sanzot


Spain

Gérard Lucente


Portugal

Joao Bexiga



1 AUBAY GROUP PROFILE

Aubay has developed an offering that is adapted to the market and the key accounts segment. In this way, Aubay is today able to address for a single client:

• Business line challenges through its Consulting Services division,

• Conventional IT issues (service centres, ADR, etc.),

• Digitalisation and the transformation of business models with dedicated teams addressing our customers’ Digital departments.

These three strategic areas on which the Group has chosen to focus both complement each other and contribute fully to growth.

A comprehensive offering to support our customers’ transformation

II. A COMPREHENSIVE OFFERING TO SUPPORT OUR CUSTOMERS’ TRANSFORMATION

Every year, Aubay reinforces its technological leadership, consolidates its commercial attractiveness and expands its business in France and international markets. In line with the strategy that has contributed to company’s success, by leveraging its knowledge of different business segments and a continuing focus on achievement, Aubay is moving forward to expand its customer base. Respecting specifications, personalised solutions, a strong team commitment, a culture of excellence and the search for efficacy, these values guide Aubay’s efforts in the service of its customers.

Aubay registered excellent performances in 2016 with 326.4 million in revenue and a substantial front-line resources with 4,899 employees in Europe including 2,269 in France. We continue to set ambitious goals, with a target in 2017 for recruiting 700 new employees with permanent contract in France and more than 1,200 for the Group.

As a result of this positioning and our new size, we are now among the top 10 suppliers for most of our customers across Europe.

With the advent of the Digital, we have entered a new era of significant potential and promising opportunities. The Digital universe is impacting all sectors, customers and organisations. As a result, our vision is now based on a 360° perspective. Aubay is actively participating in this digital transformation which opens up a new channel for growth. For nearly 20 years now all our efforts have been rewarded and the quality of our expertise has been recognised. More than ever, we we are anticipating the reactions and demands of our customers and offering them a sound economic model capable of generating value and performance.

On this basis, new customers in France were added in 2016: Renault (Agility, Mobile, Big Data,..), Galeries Lafayette, Banque de France, BNP Paribas (web/mobile development), Société Générale (Consulting), Macif (Digital), Vente Privée,…

The strength of the Aubay brand was also reinforced: the renewal of our»Happy Trainees» accreditation, «2016 Best Employer» certification and the top prize for the best MidCap Investor Relations in 2016.

The three-pronged Consulting, Digital and IT business mix


1 AUBAY GROUP PROFILEA comprehensive offering to support our customers’ transformation

Helping our customers successfully achieve their digital transformation

Our customers are faced with a dual challenge : adapt their business model and transform their organisation by exploiting the new digital universe and reducing legacy IT costs in order to generate financial resources so they can invest in the digital transformation.

All our customers are required to evolve to ensure faster and uninterrupted delivery in a highly competitive market environment. In the key account segment, we are witnessing the emergence of programs divided into a flotilla of smaller projects and with execution involving strong symbiosis between the business lines and IT teams. The objective is often to reduce the ambitions and functional scope in order to achieve development over a shorter cycle and in this way rapidly advance to the production stage. When the application delivers the service expected and is introduced to its market, the ambition is then revised upwards and the project is relaunched on this new basis.

This iterative development method that promotes creativity has demonstrated its effectiveness in driving innovation. This approach calls for highly responsive teams and continuous exchanges with customers that underscore the relevance of Aubay’s strategic choice to ensure geographical proximity with its customers.

From one year to the next, Aubay has strengthened its position as a key contributor to the digital transformation for its customers.

In 2016, this trend was highlighted by the development of new offerings around big data, smart devices and design thinking/UX.

However, it is important to keep in mind that this transformation continues to be underpinned by the historic Mainframe and Cobol, a duo still hosting 65% of critical applications that has experienced an explosion in demand from new digital applications. Here as well Aubay has strengthened its positions by deploying experienced teams with recognised expertise.

With the merger of the Project-Owner and IT services functions at most of our customers, possessing a dual technical and functional expertise is once again essential. This marks a renewed focus on increased proximity with business teams, a value favoured under the Agile project management approach.

Several new talents joined Aubay in 2016 : a UX Designer, a UI Designer, a digital manager and project head, a marketing/communications consultant, a data scientist. Digital services also are characterised by a significant technical component: a web and mobile integrator, SEO, developer/technology leader for recent web and mobile technologies.

The expertise of Aubay’s Digital consultants makes it possible to support the customer demand from start to finish: first by providing guidance (through the Consulting division), then designing and analyzing (through the Digital division) and finally integration, development and testing (through IT)

Developing the Consulting business

The Consulting business is one of Aubay’s strategic objectives.

The transformation and international development of our customers is advancing at an accelerating pace. In response, they they must be able to count on consultants who fully understand the specific challenges of their sector and are able to assist them in adapting to technological change. The digital transformation has magnified this need that has mechanically resulted in strong growth in the market for Consulting services

The development of Aubay’s Consulting business is specifically is for that reason specifically focused on addressing this need. This covers both business specific issues where the Group intervenes in such areas as compliance for banking institutions or technical issues through systems architecture and urbanisation missions.

IT, Aubay’s original core business

As a major provider of application and infrastructure services, Aubay covers the complete range of IT specialisations. This means it is capable of addressing the challenges of digital transformation while at the same time optimising legacy costs, a major dilemma in the years ahead for IT departments.

It intervenes across the entire application development cycle from the expression of requirements phase to prototyping, up to Application Maintenance (AM) outsourced to third parties once the application has attained a sufficient degree of maturity to be entirely managed by Aubay teams. Our objective is to enter a virtuous cycle with our customers by participating upstream in defining and producing new services and then ensuring their continuity by providing long-term maintenance for these services. Aubay proposes two categories of services, application services and infrastructure services.


1 AUBAY GROUP PROFILEA comprehensive offering to support our customers’ transformation

FUNCTIONALANDTECHNICALEXPERTISE

SERVICEQUALITY

MAINTAINABILITY

• Requirements & Analysis• Design & Execution• Testing• DeploymentPr

ojec

ts

• Corrective and scalablemaintenance

• Incident management, support• CPU optimization• Management of technical debtO

pera

ting

Mai

nten

ance

• Technical upgrade• Data migration• Retro engineering

ADDED VALUE EXPERTISE

EXPERTISE IN ALL MAJOR TECHNOLOGIES

Application Services

With technical and functional expertise and a proven project methodology (V-model life-cycle, Agile), Aubay is able to assist its customers in addressing the full range of issues from the expression of requirements phases, development and testing up to the production.

Infrastructure Services

Aubay has a complete offering to address the growing complexity of infrastructures and the emergence of cloud infrastructure, by assisting customers with the global implementation of their projects.

The development of digital applications has a major impact on IT This means that IT departments must adapt their methods, notably to address increasingly demanding time-to-market requirements; AUBAY assists customers in this transformation by helping them adapt to these new constraints.

VirtualisationFlows

SecuritySystems

Database Management System

Networks

BobAutomation

IaaS, PaaS, Saas

Middleware


1 AUBAY GROUP PROFILEAubay Group Strategy

III. AUBAY GROUP STRATEGY

Aubay has entered the digital era in all of its markets. As a genuine contributor to the digital transformation of its customers, Aubay assists large groups in analysing the future behaviour and practices of their customers to deliver differentiating solutions and services. Using a Design Thinking approach, a digital culture is promoted among employees across the Aubay organisation. Brainstorming, ideation, incubation, the objective is to generate stronger commitment by all users based on an approach that is both entrepreneurial and intrapreneurial. The goal is to focus on accurately conceptualising the customer experience in order to provide the best service through a tool developed for one or more carefully determined targets.

Aubay allows customers to think up these services and products early in the development process in order to achieve savings in time and cost, promote the emergence of other ideas, improving or carefully targeting projects, and abandoning those that are considered in the end the least viable. Accepting conflicts, emotions of individualities within groups to produce more creativity. While based on analysis, this approach does not neglect intuition and empathy, two integral components of a successful Design Thinking strategy. Disruptive models or innovation, with different operating and management models, challenging the analysis and requiring the anticipation of the future needs of customers.

III.1 Leveraging value from the Product to the Service

Since its creation, Aubay has chosen to operate exclusively with «Key Account» customer segment and has established important positions in the banking/finance and insurance segments. Aubay was successful in rapidly expanding into other industry segments: telecommunications, utilities, energy, retail, transportation, media and manufacturing.

Exemplifying its momentum, Aubay has a solid customer base comprised of the largest players in the sectors.

All major French players (and European on a group basis) of these sectors are Aubay customers. And Aubay supports all its customers in the countries where they operate.

Aubay has moreover demonstrated again and again its ability to acquire new accounts and will maintain its efforts in this area, particularly where it involves offering high value-added expertise.

Aubay is committed to the continuing diversification of its customer base and is investing to expand into other customer segments and business sectors. By way of example, with the support of our Digital Factory, the intervention with the French leader of games of chance represents one of the remarkable business development successes in the French market.

III.2 Aubay, a solid reputation in growth markets

THE TOP 15 CUSTOMERS OF THE AUBAY GROUP

BNP PARIBAS

CREDIT AGRICOLE

ALLIANZ

AXA

GRUPO SANTANDER

SOCIETE GENERALE

EUROPEAN INSTITUTIONS

ITALIAN POSTAL SERVICE

GROUPE BPCE

VODAFONE

INTESA SAN PAOLO

BBVA

ORANGE

SNCF

GENERALI



2016 revenue by business segment

2015 and 2016 revenue by business segment



Aubay’s development is focused on the key decision-making centres where its key account customers are located, in the leading economic centres of the countries where the group is present. The Group’s goal is to support its customers’ development as they pursue their geographical expansion.

In France, the market is concentrated in the greater Paris Ile-de-France region. While Aubay has an office in Nantes it does not plan on significantly shifting the balance of its operations towards other regions of France. Despite this, to support the Group’s continuing growth, several factors might lead to future developments outside the greater Paris region and result in an adjustment in the strategy.

• First, the presence of a few customers based in the regions that cannot be efficiently addressed from Paris, particularly in the industrial sector;

• Secondly, as part of a continuing ambitious external growth strategy, Aubay has been considering entities present in the regions, except if one wishes to exclude virtually all large-size acquisitions that may henceforth constitute targets.

Aubay is also today present through its subsidiaries in Italy, Belgium, Luxembourg, Spain, Portugal and marginally in England.

The focus in each of these countries remains the implementation of integrated and homogeneous structures. The level of annual organic growth between France and international markets remains balanced with rates of respectively 9.1% and 8.1%.

Portugal has consistently shown a high growth rate, with an offering that continues to be largely destined for a local customer base or departments of large international groups having offshored selected IT services to this country.

Efforts in the Iberian Peninsula have concentrated on integrating the different entities acquired in recent years. With more than 1,000 employees, Aubay in Spain is consolidating its key positions in the banking sector (particular with BBVA and Grupo Santander) and is focusing on continuing growth and an improvement in its margins.

The development of new activities in England resulted in the local recruitment of an English manager who is directing efforts on developing the London customer base.

III.3 Regional strategy: ensuring we are present where our customers are



Profiting from a positive market environment, Aubay successfully demonstrated in 2016 a genuine capacity to achieve organic growth. This provides an excellent indicator of the quality of its positioning and its ability to attract new talents that are joining the Group every day.

At the same time, external growth remains an effective means to accelerate the Group’s strategic development whether in terms of increasing business line expertise or expanding its customer base.

The «business department» continues, year after year to demonstrate its efficacy within Aubay SA. Efforts remain focused on recruitment in France in an environment where resources are in high demand, a traditional characteristic of a very dynamic market.

For that same reason, employee attraction and retention are key priorities along with projects emphasising training and improving the internal offering in this area.

Market and sector-based studies point to a high level of business in those areas where the Group is positioned. Indeed,

Digital services is not a fashion. It is a lasting phenomenon that will endure over a period of several years and which, combined with the necessary developments of historic applications, will amplify demand from our customers.

The Group is continuing to focus on diversifying its offerings particularly as part of its strategy to develop higher-end services to assure long-term growth.

In particular, for its offering of Consulting (or more specifically contract program management support) and Digital services, efforts to develop practices and expertise and expand know-how by recruiting selected profiles bringing their experience in innovative practices must enable Aubay to establish its position as a major provider of solutions in meeting new technological challenges: the digital enterprise, the multidevice, Smart devices, augmented reality, Big Data, Responsive Design, WhiteBoard Analysis, etc. Aubay is thus investing in the Digital Business Unit and Consulting, through training initiatives, research through its R&D unit and knowledge transmission and sharing.

III.4 All growth drivers in action

This development has never been carried out at the expense of the Group’s DNA and its medium-term goal: establish Aubay as a local benchmark for quality, an alternative to the sector’s large players. This objective calls for ambition combined with a sound management of the company’s assets, synonymous with sustainable growth, profitability and financial solidity.

The common thread guiding our action is constantly looking to the future while remaining grounded in reality. Imagining the digital world of tomorrow by combining creativity and technologies. Successfully combining commercial power and augmented engineering.

Aubay has successfully met the challenge of enabling two universes, for a long time never overlapping, to coexist: scientific innovation and creativity. By breaking down these barriers in the inventive process new growth opportunities are opened up. Managers have consistently demonstrated considerable clairvoyance, refusing risky undertakings while remaining on the lookout for opportunities provided they are constructive for an open and dynamic company.

While continuing to activate all growth drivers, the Group has not lost sight of the fundamentals


I. The market in 2016

I.1 A growth market for most players

I.2 A promising outlook for 2017

II. Group Business Report

II.1 France

II.2 International

III. External Growth Strategy

IV. Significant events in 2016

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GROUP BUSINESS REPORT


1 GROUP BUSINESS REPORT11112

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The market in 2016

I. THE MARKET IN 2016

I.1 A growth market for most players

In 2016, the sector maintained the growth momentum that began in the prior year with growth of 2.4 % compared to 2.1 % overall in the prior year. Business for IT service companies (consulting and services) grew 2.3 %.

The consulting business continued to grow and backlog of orders in the digital services sector were up 50%.

I.2 A promising outlook for 2017

The sector is expected to continue to grow in 2017. Syntec Numérique, the French digital consulting industry association, points to sustained growth for SMAC (Social, Mobility, Analytics, Cloud) that registered growth of 15 % in 2016 to reach a 19 % of the software and information services market. Syntec emphasises that business line departments account for a very significant part of digital investments: for the companies surveyed, digital expenses generated by these departments were up 66%.

Aubay Group will pursue its strategy of internal growth in 2017 mainly by accelerating the recruitment of new talent to support digital transformation.

GROWTH BY BUSINESS



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II. GROUP BUSINESS REPORT

Aubay Group exceeded its target for revenue and current operating margin. The performance in 2016 once again confirms the relevance of the Group’s offerings as well as its ability to effectively manage its operations and outperform its benchmark market.

Annual revenue rose to €326.4 million, up +19.2% from 2015 with 8.7% like-for-like. All business sectors, with the exception of utilities, registered remarkable performances with double-digit growth. This was particularly the case for those that have historically displayed lower growth for Aubay such as the public sector (+43.5%), transportation/industry (+30.7%) and telecommunications (+23.6%). The Bank and Insurance sector continued to be very dynamic, driven by digital investments.

At 31 December 2016, after adding 232 employees over the year, the Group had a workforce of 4,899 employees, while maintaining a very high employee activity rate of 93.9%.

With current operating income of €31.5 million, up 21.2% from 2015, , Aubay remains among the top performing companies of the sector. The margin is very homogeneous across all the regions where the Group operates, standing at 10.2% in France and 9.4% for international markets compared to 10.6% and 8.2% respectively in 2015. In international markets, this performance is all the more remarkable in that it was achieved while integrating companies recently acquired in Spain characterised by financial performances that are lower than Group’s standards.

Group Business Report

II.1 France

Group activity in France remained robust throughout the year. Digital investments continued to drive the market and given its position, Aubay has fully benefited from this trend.

However, strong demand has amplified competition in recruitment and created tight market conditions for certain profiles.

The Bank and Insurance sectors remained major contributors to Aubay’s performance in 2016, representing 83% of its revenue in France.

Recruitment which continues to be critical for growth displayed positive results with a net increase of 144 new employees in the period.

II.2 International

All the Group’s foreign subsidiaries contributed to 2016’s excellent performance.

The Group has benefited from its larger size (with more than 1,000 employees for two out of three regions) and an expanded range of expertise available to its customers. On that basis, it was able to participate in more important calls for tenders.

Italy also had an excellent year in a market that is gradually improving, marking a return to its historic performances combining internal growth and high margins.

The Iberian Peninsula benefited from a robust local market that is attracting a growing number of top-tier French financial institutions (particularly in Portugal) and Group customers. The integration of of the recent acquisitions is going well. However, the Spanish banking sector has been adversely

affected by its exposure in Latin America which has led to cost savings efforts and the discontinuation of certain projects. The growth momentum in Portugal is continuing with more than 350 employees and the opening of a new office in Porto in the beginning of 2017.

Finally, the Belgian-Luxembourg region is continuing to show signs of improvement, particularly in the private sector and more specifically in the banking sector. However, difficulties and tightness in the labour market have been experienced, making recruitment more difficult.



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External Growth Strategy

III. EXTERNAL GROWTH STRATEGY

Aubay continues to maintain an opportunistic approach in selecting potential acquisition targets. Virtually all acquisitions have resulted from a combination of circumstances particularly difficult to foresee, for targets operating in businesses areas that are identical or close to those of Aubay, namely at the time when founders-managers decide to retire.

Aubay possesses genuine expertise in successfully integrating such companies and restoring their margins by implementing its management methods.

Aubay will continue to monitor closely all opportunities that might arise, and in particular in the French, Italian or Spanish markets. Aubay’s financial capacity remains significant with a net cash position at break-even at 31 December 2016.

The Group’s high profitability ensures that it is able to use debt leverage to support its goals in this area.

2016 revenue by country

UNITED KINGDOM (since 2014)

BELGIUM/LUXEMBOURG6%

ITALY20%

SPAIN / PORTUGAL18%

FRANCE56%



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Significant event in 2016

Publication of 2015 annual results: €273.8 million in revenue (12.5%) and a current operating margin of 9.5%.

Publication of Q1 2016 revenue of €80.8 million (+18.8%), with organic growth of 8.3%.

Annual General Meeting: distribution of a dividend for FY 2015 of €0.30 per share.

Publication of Q2 2016 revenue: strong year-on-year growth in Q2 2016 revenue (+25.5%). H1 2016 revenue of €164.3 million, up +22.1% from H1 2015.

Publication of H1 2016 results: strong growth in net income (+64.1%).

Publication of 9-month revenue of €240.1 million, showing strong growth (+20.4%) in relation to 2015.

MARCH

APRIL

MAY

JULY

OCTOBER

SEPTEMBER

IV. SIGNIFICANT EVENTS IN 2016



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Consolidated financial information

V. CONSOLIDATED FINANCIAL INFORMATION

Consolidated financial data at 31/12 2016 2015 2014

Revenue € thousands 326,400 273,820 243,284

Current operating income €’000s 31,500 25,980 20,292

Current operating margin (% of sales) 9.7% 9.5% 8.3%

Net income €’000s 21,274 16,044 11,694

Net income attributable to the Group €’000s 21,274 15,903 11,645

Earnings per share € 1.63 1.23 0.90

Equity including non-controlling interests €’000s 125,965 111,572 98,798

Cash flow before interest and taxes €’000s 32,945 26,683 20,252

Non-current assets €’000s 115,356 114,738 107,619

(Net debt) - net cash €’000s 4,437 (2,407) (6,611)

Cash and cash equivalents €’000s 24,146 21,582 18,583

Total assets €’000s 263,270 250,348 228,397

V.1. Consolidated income statement

Aubay had annual revenue of €326.4 million in 2016 compared to €273.8 million one year earlier, up 19.2%.

Revenue (€ millions) 2016 2015 Change

First quarter 80.8 68.0 +18.8%

Second quarter 83.6 66.6 +25.6%

Third quarter 75.8 64.9 +16.8%

Fourth quarter 86.2 74.3 +15.9%

Total 326.4 273.8 +19.2%

The contribution and growth of the two major geographic segments break down as follows:

In € millions 31/12/2016 As a % of revenue 31/12/2015 As a % of revenue Change

France/UK 180.4 55% 165.2 60% +9.1%

International 146.0 45% 108.6 40% +34.5%

Group 326.4 100% 273.8 100% +19.2%

The Aubay Group had another year of double-digit growth in revenue, with an increase of 19.2% in 2016 and 8.7% from internal growth. This performance remains very balanced between France and international markets, representing respectively 9.1% and 8.1% like-for-like. On a reported basis, revenue from international markets grew 34.5% and included Cast Info’s contribution on a full-year basis for the first time.

Other countries



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31/12/2016 31/12/2015

€m RevenueCurrent operating income margin (%)

RevenueCurrent operating income

margin (%)

Group 326.4 9.7% 273.8 9.5%

France 180.4 10.2% 165.2 10.6%

International 146.0 9.4% 108.6 8.3%

Corporate -0.2% -0.2%

Headcount at year-end 31/12/2016 31/12/2015

France 2,269 2,125

International 2,630 2,542

Total 4,899 4,667

The Group added 232 consultants in 2016 like-for-like. The productivity rate of engineers rose slightly to 93.9% compared to 93.5% in 2015. At 31 December 2016, the

Group had 4,899 employees compared to 4,667 one year earlier.

The Group continued to show strong growth momentum, while improving profitability. Current operating income rose 21.2% to €31,500,000 representing 9.7% of consolidated revenue compared to €25,980,000 and 9.5% at the end of 2015. In the second half, the current operating margin rose to 10.5% despite the adverse seasonal impact in relation to 2015 resulting from two less billable days.

Operating expenses amounted to €295.3 million. This included €221.2 million in staff costs or 67.8% of revenue, remaining steady from one year to the next. Subcontracting costs amounted to €45.7 million or 14.0% of 2016 revenue, largely in line with the previous year.

Other expenses break down as follows:

• €69.4 million for purchases (including subcontracting) and external charges;

• €3.0 million for taxes and related expenses;

• €1.8 million for allowances for depreciation, amortization and provisions.

The balance of other operating income and expenses represented a net expense of €1.5 million, comprised primarily of €1.5 million in restructuring costs, €0.5 million for stock option /restricted stock expenses and €0.5 million in miscellaneous income.

On that basis, operating profit rose 22.8% to €30.0 million up from €24.4 million in 2015.

Net financial expense amounted to €0.1 million compared to €0.2 million one year earlier.

Income tax recognized amounted to €8.7 million and included mainly €8.7 million in current tax (of which €2.8 million in French and Italian regional business taxes). The effective tax rate in 2016 was 29%, down 5 points.

Net income attributed to equity holders of the parent reached another historic high of €21.3 million compared to €15.9 million in 2015 or an increase of 33.8%.

Earnings per share amounted to €1.63 compared to €1.23 in 2015.



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V.2. Analysis of the financial position

Total assets in 2016 amounted to €263.3 million, compared to €250.4 million in 2015. The main balance sheet aggregates are as follows:

V.2.1. At the level of assetsNon-current assets amounted to €115.4 million, up €0.6 million after a €0.5 million goodwill adjustment for Castinfo.

Trade receivables amounted to €96.7 million, up from €90.2 million one year earlier, an increase reflecting growth in sales. The number of days sales outstanding (DSO) was unchanged from the previous year at 79 days.

Cash and cash equivalents amounted to €24.1 million, up from €22.6 million at the end of 2015.

V.2.2. At the level of liabilitiesNet equity amounted to €126.0 million, up €14.4 million from the previous period, reflecting primarily:• recognition of €21.3 million in net income,• the payment of €4.8 million in dividends to shareholders,• a €1.6 million expense from changes in the consolidation scope and non-controlling interests (acquisition of the balance of Aubay Italia’s capital).

After this purchase of remaining capital of the subsidiary, Aubay Italia, there were no longer any non-controlling interests.

Gross financial debt amounted to €19.7 million compared to €24.0 million in 2015. On that basis, in light of cash and cash equivalents, the net cash position was €4.4 million compared to a net debt position of €2.4 million one year earlier.

Cash flow amounted to €32.9 million, representing 10.2% of revenue. After tax and the change in working capital, cash flows from operating activities amounted to €16.4 million.

Outflows for investments in property, plant and equipment and intangible assets amounted to €2.4 million and changes in consolidation scope €.2 million.

Cash flows used for operating activities represented an outflow of €4.5 million.

Cash flows used in financing activities amounted to €9.4 million. This included primarily a €4.8 million dividend payment, refinancing of a portion of the bank involving €10.0 million in new debt and the corresponding repayment of €14.3 million of financial debt. Finally, payments of interest expense amounted to €0.4 million.

V.3. Buyout of non-controlling interests, acquisition of equity interests in or disposals of companies, mergersV.3.1. Acquisitions/equity participations

Aubay did not acquire any companies in 2016.

Aubay acquired 4.7% of the capital of Italia Spa in 2016, increasing its stake in its Italian subsidiary to 100%.

V.3.2. Disposals/Dissolutions

There were no disposals in the period.

Aexia, a joint venture in which Aedian held a stake remains in the process of being wound up, pursuant to a voluntary decision before term in December 2013.

The conditions imposed by Tunisian authorities for the recovery of capital invested locally (a limited amount fully accrued for in the accounts of AUBAY SA) render this process particularly laborious.

V.3.3. Mergers/demergers

Aubay did not carry out any legal restructuring operations in 2016.



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Information on the Aubay share

VI. INFORMATION ON THE AUBAY SHARE

ISIN Code FR0000063737 - AUB, Reuters AUBT.PA, Bloomberg AUB:FP

The Aubay share once again registered significant gains in 2016, rising from an opening price of €18.67 at 4 January 2016, to a closing price of €26.50 at 30 December 2016. Aubay share highlights in 2016:

2015 2016

Number of transactions in the system

35,474 49 294

Total number of transactions 35,482 49 304

Trading volume in the system (number of shares)

3,491,826 2 823 650

Total trading volume (number of shares)

3,592,141 2 865 628

Turnover in the system 49,225,168 € 60 819 718 €

Total turnover 50,605,059 € 61 706 719 €

Turnover rate 27,57 % 21,99 %



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Aubay share trading range and activity

Aubay share information on Euronext Paris for the last three years

Trading range (1) Monthly trading volume

High Low

Trading volume (number of shares)

Turnover

In number of shares In € millions

2014

January €9.50 €7.56 673,279 5.83

February €10.00 €8.71 528,836 5.04

March €11.00 €8.82 475,509 4.76

April €11.90 €10.00 428,869 4.80

May €12.30 €10.50 369,751 4.27

June €11.64 €10.20 299,885 3.35

July €10.50 €9.00 241,468 2.39

August €11.75 €9.48 230,106 2.46

September €11.94 €8.90 444,267 4.71

October €10.60 €8.85 255,952 2.44

November €9.54 €8.87 176,934 1.62

December €10.21 €8.98 188,063 1.80

TOTAL 2,072,135 43.47

2015

January €11.00 €9.91 195,434 2.04

February €11.60 €10.92 215,198 2.62

March €12.32 €11.05 438,422 5.18

April €13.46 €11.60 511,798 6.42

May €13.00 €12.30 312,203 3.97

June €14.30 €12.78 213,036 2.85

July €17.49 €13.61 429,784 6.96

August €17.00 €13.37 320,067 5.00

September €17.00 €15.35 319,048 5.20

October €17.50 €15.50 218,755 3.61

November €16.76 €15.30 204,866 3.32

December €18.74 €15.78 213,530 3.60

TOTAL 3,592,141 50.78

2016

January €20.00 €16.90 364,669 6.70

February €22.11 €17.17 399,130 7.86

March €22.90 €20.43 361,255 7.91

April €22.45 €19.51 207,939 4.42

May €22.09 €19.05 184,979 3.76

June €22.68 €16.60 318,048 6.56

July €23.50 €18.58 274,742 5.89

August €23.49 €22.10 121,706 2.78

September €25.64 €23.10 239,350 5.83

October €26.00 €23.90 132,424 3.32

November €25.98 €22.33 131,805 3.29

December €26.50 €26.10 129,581 3.40

TOTAL 2,865,628 61.70

(1) cours extrêmes en séance


I. Consolidated Financial statements

I.1 Consolidated statement of financial position

I.2 Consolidated income statement

I.3 Consolidated statement of cash flows

I.4 Changes in consolidated shareholders’ equity

I.5 Income and expenses recognised in equity

3

17

17

18

19

20

20

CONSOLIDATED FINANCIAL STATEMENTS


1 CONSOLIDATED FINANCIAL STATEMENTS11113

22

Consolidated financial statements

I. CONSOLIDATED FINANCIAL STATEMENTS

I.1 Consolidated statement of financial position

ASSETS (€ '000s) Notes 31/12/2016 31/12/2015

Goodwill III.8 84,046 83,570

Intangible assets III.9 23,543 23,753

Property, plant and equipment III.9 4,225 4,207

Equity-accounted investees III.10 -

Other financial assets III.9 1,862 1,951

Deferred tax assets III.4 1,680 1,257

Other non-current assets

NON-CURRENT ASSETS 115,356 114,738

Inventories and work in progress 77 79

Trade receivables and related accounts III.11 96,691 90,185

Other receivables and accruals III.12 27,000 22,707

Marketable securities 473 4,342

Cash at bank and in hand 23,673 18,297

CURRENT ASSETS 147,914 135,610

TOTAL ASSETS 263,270 250,348

EQUITY AND LIABILITIES (€ '000s) Notes 31/12/2016 31/12/2015

Capital 6,518 6,515

Additional paid-in capital and consolidated reserves 98,173 88,344

Net income attributable to the Group 21,274 15,903

Shareholders' equity attributable to the Group 125,965 110,762

Attributable to non-controlling interests 0 810

SHAREHOLDERS' EQUITY 125,965 111,572

Borrowings and financial liabilities: non-current portion III.15 10,511 14,958

Deferred tax liabilities III.4 29 200

Provisions for contingencies and expenses III.16 3,652 1,909

Other non-current liabilities III.16 4,515 6,665

NON-CURRENT LIABILITIES 18,707 23,732

Borrowings and financial liabilities: current portion III.15 9,198 10,088

Trade payables and related accounts III.17 23,669 22,034

Other payables and accruals III.18 85,731 82,922

CURRENT LIABILITIES 118,598 115,044

TOTAL EQUITY AND LIABILITIES 263,270 250,348



23

I.2 Consolidated income statement

31/12/2016 % 31/12/2015 %

Revenue III.20 326,400 100% 273,820 100%

Other operating income 263 261

Purchases used in production and external charges (69,428) (58,322)

Staff costs III.I (221,153) (185,691)

Taxes other than on income (2,960) (2,666)

Amortisation, depreciation and provisions (1,771) (1,595)

Change in inventories of work in progress and finished goods 17 3

Other operating income and expenses 132 170

Current operating income 31,500 9.7% 25,980 9.5%

Other operating income and expenses III.2 (1,472) (1,534)

Net operating income 30,028 9.2% 24,446 8.9%

Income from cash and cash equivalents

Net borrowing costs (423) (816)

Other financial income and expenses III.3 350 598

Net financial income (expense) (73) (218)

Income tax expense * III.4 (8,681)** 29%* (8,184) 34%*

Income from equity-accounted investees Net income before results of discontinued operations or assets held for sale

21,274 16,044

Net income after tax of discontinued operations or assets held for sale

Net income 21,274 6.5% 16,044 5.9%

Attributable to shareholders 21,274 15,903

Attributable to non-controlling interests III.5 0 141

Earnings per share 1.63 1.23

Diluted earnings per share III.6 1.62 1.22

* Nominal tax rate** Of which €2.8 million from the reclassification of French and Italian taxes (CVAE and IRAP)




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I.3 Consolidated statement of cash flows

€ thousands 31/12/2016 31/12/2015

Consolidated net income(including non-controlling interest) 21,274 16,044

Income from equity-accounted investees -

Net exceptional depreciation, amortisation and provisions 2,052 1,405

Non-cash expenses and income relating to share-based payments 454 384

Other non-cash items 0 -

Dividend income 0 (20)

Gains and losses on disposals of fixed assets 61 (130)

Cash flow after net interest expense and tax 23,841 17,683

Net borrowing costs 423 816

Tax expense (including deferred taxes) 8,681 8,184

Cash flow before net interest expense and tax (A) 32,945 26,683

Income tax payments (B) (9,080) (10,780)

Change in operating working capital requirements (including liabilities relating to employee benefits)

(7,443) 405

Net cash provided by (used in) operating activities (D) = (A+B+C) 16,422 16,308

Outflows for the acquisition of tangible and intangible fixed assets (2,415) (1,160)

Inflows from the disposal of tangible and intangible fixed assets 0 20

Outflows for the acquisition of financial assets (74) (54)

Inflows from the disposal of financial assets 117 573

Change in loans and advances granted 73 242

Impact of changes in the Group structure (2,153) (7,682)

Dividends received 20

Net cash provided by (used in) investing activities (E) (4,452) (8,041)

Proceeds from capital increases - - Amounts received upon the exercise of stock options 27 89

Purchases of treasury shares for cancellation

Purchases of and proceeds from the sale of treasury shares 82 -

Dividends paid in the period:

Net dividends paid to parent company shareholders (4,806) (3,242)

Dividends paid to the non-controlling shareholders of consolidated companies

Inflows from new borrowings 10,014 7,500

Repayment of debt (14,252) (8,759)

Net interest payments (445) (830)

Other financial flows (6) (24)

Net cash provided by (used in) financing activities (F) (9,386) (5,266)

Effects of changes in foreign exchange rates (G) (20) (2)

Change in net cash (D+E+F+G) 2,564 2,999

Cash and cash equivalents at the beginning of the year 21,582 18,583

Cash and cash equivalents at year-end 24,146 21,582



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I.4 Changes in consolidated shareholders’ equity

€ thousandsShare

capital

Additional paid-in

capital and consolidated

reserves

Net income attributable to owners of the

parent

Equity attributable to owners of the

parent

Non-controlling interests

Total

Shareholders' equity at 31 December 2014 6,510 79,983 11,645 98,137 661 98,798

Augmentation et réduction de capital 5 84 - 89 - 89

Paiements fondés sur des actions - 102 - 102 - 102

Dividendes - (3 242) - (3 242) - (3 242)

Affectation du résultat - 11 645 (11 645) - - -

Résultat net de l’exercice - - 15 903 15 903 141 16 044

Variation titres d’autocontrôle - - - (484) - (484)

Variation de périmètre - - - - - -

Flux liés aux titres mis en équivalences - - - - - -

Autres mouvements - 257 - 257 8 265

Capitaux propres au 31 décembre 2015 6 515 88 345 15 903 110 762 810 111 572

Increase and reduction in capital 3 24 - 27 - 27

Share-based payments - (237) - (237) - (237)

Dividends - (4,806) - (4,806) (4,806)

Net income appropriation - 15,903 (15,903) - - -

Net income for the period - - 21,274 21,274 - 21,274

Change in treasury shares - 560 - 560 - 560

Change in Group structure - (756) - (756) (810) (1,566) Flows related to equity-accounted investments

- - - - - -

Other changes - 59 - 59 - 59

Shareholders' equity at 31 December 2016 6,518 98,174 21,274 125,965 0 125,965

€ thousands 31/12/2016 31/12/2015

Translation adjustments -9 -

Revaluation of hedging derivatives -31 57

Items that will not be subsequently recycled through profit or loss -

Actuarial gains and losses on retirement schemes, net of tax -878 237

Other impacts -

Items that will not be recycled through profit or loss -918 294

Net gains and loss recognised directly in equity attributed to the Group -918 294

Net income 21,274 16,044

Gains and losses recognised directly in equity attributed to the Group -918 294

Comprehensive income attributable to the Group 20,356 16,338

I.5 Income and expenses recognised in equity


I. General information

II. Information on the capital

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GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL


1 GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL11114 General information

I. GENERAL INFORMATION

Company name (Art. 3 of the articles of association)Aubay

Registered office13 rue Louis Pasteur, 92100 Boulogne-Billancourt.

Telephone numbers Reception: +33 (0)1 46 10 67 67 Fax: +33 (0)1 46 10 67 68

Date of incorporation and length of life of the CompanyThe Company was incorporated on 10 November 1944 for a period of 90 years effective from its date of entry in the Trade and Companies Register (Registre de commerce et des sociétés), barring early liquidation or extension.

Legal formA French joint stock company (Société Anonyme) incorporated under and governed by French law (notably the French commercial code and Companies Act No. 67-236 of March 23, 1967).

French trade and company registerNanterre (RCS No. 391 504 693)

French industry code (APE) and business sector designation6202A - IT systems and software consulting

Place where documents and information concerning the Company may be consultedThe Company’s articles of association, reports, minutes of shareholder meetings can be consulted at the registered office.

Corporate purpose (Art. 2 of the articles of association)The Company’s direct or indirect purpose in all countries is : information technology and, in particular, research, creation, development, dissemination, information, introduction, application, operation and marketing relating to any methods or software and, generally, any industrial, commercial or financial transactions, pertaining to moveable or immoveable property, that may be directly or indirectly related to the corporate purpose or to any similar or relevant purpose that may facilitate growth and development.

The Company may acquire interests in any existing or future businesses or companies in France or abroad which are directly or indirectly linked to its corporate purpose or to any similar or related purpose, notably businesses or companies whose purpose may contribute to the achievement of Aubay’s corporate purpose, by any means including the contribution, subscription or purchase of stocks, company shares of beneficial shares or via mergers, joint ventures, alliances or limited partnerships.

To this end, the company may, in particular, establish, acquire, manage, outsource the management of and operate any establishments, even for third parties, in accordance with the legal provisions for all operations relating directly or indirectly to its corporate purpose.

Financial year (Art. 14 of the articles of association) From 1 January to 31 December of each year.

Provisions regulating the disclosure of ownership thresholdsWith regards to requirements to disclose the crossing of ownership thresholds, the provisions applying are those provided for by statute.

Appointing and replacing directorsThe articles of association on this matter refer to the applicable provisions of the law.

Modifications to the Articles of AssociationChanges to the articles of association may be made in accordance with the relevant provisions of the law.

General Meetings (Art. 12 of the articles of association)General meetings are called and held in accordance with the provisions of French law. Such meetings are held at the registered office or any other venue indicated in the meeting notice..



Terms and conditions for the payment of dividends (Art. 13 of the articles of association)Dividends are paid on the date and in the places fixed by the shareholders’ meeting, or failing this, by the Board of Directors. The Board of Directors may, before the financial statements of the year have been approved, proceed with one or more payments of interim dividends. The general meeting voting on the financial statements of the period may grant each shareholder for all or part of the dividend payout, the option to receive payment in cash or shares for the dividend or interim dividend according to the procedures provided for by statute and the articles of association.

Appropriation of earnings as provided by the Company’s articlesThe articles of association do not provide for any special provisions for the appropriation of earnings.

Identification of bearer shareholders: Bearer shareholders (Titres au Porteur Identifiables) (Art. 8 of the articles of association)In accordance with article L. 228-2 of the French commercial code, the Company may request at any time Euroclear to disclose the identity of holders of identifiable bearer shares.

Double voting rights (Art. of the articles of association)By virtue of a decision of the extraordinary general meeting of 17 December 1997, Aubay’s articles of association provide that every registered share, fully paid up and registered for at least two years in the name of the same shareholder, as of that date, carries a double voting right.

Shares that may be granted to a shareholder as a result of existing shares carrying a double voting right shall also carry a double voting right.

The double voting rights ceases to exist for any share converted to bearer form or on transfer, excluding any transfer of the registered share to the bearer pursuant to inheritance or a gift.

The double voting right may be cancelled by decision of the shareholders called to an extraordinary meeting after ratification of said decision by the general meeting of the beneficiaries.

Real estate property / Intellectual propertyBecause it does not own office properties (with the exception of the property located in Nanine), Aubay has concluded property leases with the owners of the premises occupied by the Group. Aubay owns all brands deemed useful and exploited by the company. No executive officers or family member of executive officers possess significant assets used by the Company.

Investment policyThe main investments concern equity holdings of the capital of subsidiaries. To a more marginal extent, investments also concern the purchase of software and computer equipment.



Organisation chart at 31 December 2016


1 GENERAL INFORMATION ABOUT THE COMPANY AND ITS CAPITAL11114 Information on the capital

II. INFORMATION ON THE CAPITAL

Share capital As of 31 December 2016, the share capital totalled €6,517,648 divided into 13,035,296 shares with a par value of €0.5 per share fully subscribed and paid-up of the same class.

Breakdown of share capital and voting rights over the last three years to the best of the Company’s knowledge

To the best of the Company’s knowledge, the shareholder structure breaks down as follows:

Position at 31/12/2016 Position at 31/12/2015 Position at 31/12/2014

Shareholder structureNumber of shares

%of

share capital

% of voting rights

% of exercisable

voting rights

Number of shares

%of

share capital

% of voting rights

% of exercisable

voting rights

Number of shares

%of share capital

% of voting rights

% of exercisable

voting rights

Rabasse family 2,158,700 16.57 20.85 20.85 2,158,700 16.57 21.04 21.04 2,125,200 16.32 20.55 20.55

Aubert family 1,553,846 11.93 15.40 15.40 1,552,613 11.92 14.78 14.78 1,671,842 12.84 15.46 15.46

Andrieux family 1,138,025 8.74 11.25 11.25 1,132,025 8.69 11.33 11.33 1,132,025 8.69 11.10 11.10

Cornette family 753,596 5.79 7.43 7.43 747,496 5.74 7.47 7.47 747,496 5.74 7.14 7.14

Lalanne family 492,541 3.78 4.63 4.63 492,541 3.78 4.67 4.67 492,541 3.78 4.61 4.61

Gauthier family 460,838 3.54 4.54 4.54 460,838 3.54 4.61 4.61 468,044 3.59 4.55 4.55

Christian Meunier 297,000 2.28 2.88 2.88 295,000 2.27 2.93 2.93 295,000 2.27 2.84 2.84

Riccardi family 276,000 2.12 2.52 2.52 270,000 2.07 2.52 2.52 270,000 2.07 2.43 2.43

Treasury shares 7,859 0.06 0.00 0.00 54,536 0.42 0.00 0.00 15,358 0.12 0.00 0.00

Public 5,896,891 45 30.49 30.49 5,866,547 45 30.65 30.65 5,802,790 44.57 31.31 31.31

Total 13,035,296 100.00 100.00 100.00 13,030,296 100.00 100.00 100.00 13,020,296 100.00 100.00 100.00

To the Company’s knowledge, there exist no actions in concert (action de concert).

To the Company’s knowledge, there are no shareholders included under the heading «Free float» holding more than 5% of the share capital or voting rights.

To the Company’s knowledge, there are no other shareholders that possess directly, indirectly or in concert, 5% or more of the capital or voting rights.

To the Company’s knowledge, there are no agreements between the shareholders subject to an obligation to issue a declaration in accordance with the terms of the «Dutreil» law.

At the present time there are no preferred shares nor an intention to create preferred shares.

In consequence, the spread between a significant number of manager-shareholders and the absence of an action in concert eliminate the scenario whereby the company would be «controlled».

The Company has no knowledge of any agreement whose execution would result in acquiring control.To the Company’s knowledge, on the filing date of this document with the AMF, no significant modification of this paragraph has been made.

Individuals and legal entities holding a significant percentage of the Company at 31 December 2016 and to the Company’s knowledgeAt 31 December 2016, the share capital of the company was largely held by Mr. Rabasse and his family (16.57%), Mr. Aubert and his family (11.93 % of the capital), Mr. Andrieux and his family (8.74 %), Mr. Cornette and his family (5.79%).

Each of the shareholders mentioned above as a «family» shareholder group includes their personal holdings which continue represents a major share in the amount indicated and the shares held by their children and/or spouse remains«marginal» in the family breakdown as presented.

22...several new talents joined aubay in 2016 : a ux designer, a ui designer, a digital manager and...

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