Keolis SA 2015 Financial Report

1. financiAL rEport 2015 keolis s.a.

2. CONTENTS 1. Management Report ..................................... 3 Management Report of the Board of Directors at the Annual General Meeting on 12 April 2016....................................................................4 Appendix 1.............................................................................9 Appendix 2.......................................................................... 26 Appendix 3.......................................................................... 27 Appendix 4.......................................................................... 27 2. consolidATED FINANCIAL STATEMENTS ................................ 29 Key figures for the Group................................................ 30 Consolidated financial statements............................... 31 Notes to the consolidated financial statements........................................................................... 36 Statutory auditors’ report on the consolidated financial statements ............................... 86 3. Unaudited management financial statements ................................ 89 Key figures........................................................................... 90 Income statement............................................................. 91 Statement of financial position...................................... 92 Statement of cash flows.................................................. 93 4. Annual Financial Statements ......... 95 Financial statements at 31 December 2015 ............. 96 Notes to the Annual Financial Statements ............. 100 Information on subsidiaries and non-consolidated investments ........................... 113 Statutory auditors’ report on the financial statements.......................................... 128

3. 33 1. Management Report A Management Report of the Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 B Appendices. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Appendix 1 Non-financial data. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Appendix 2 List of terms of office or functions performed in 2015 in other companies by the executive officers of Keolis. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Appendix 3 Summary of delegations of powers and authorities granted by the General Assembly of the Board with regard to capital increases. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Appendix 4 Table of earnings for the past five financial years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 CONTENTS

4. Management Report of the Board of Directors at the Annual General Meeting on 12 April 2016 A 4 1. Management Report Ladies and Gentlemen, We have convened this Ordinary Annual General Meeting, in accordance with legal, regulatory and statutory requirements to report to you on the activities of our Company during the year ended 31st December 2015 and submit for your approval the annual and consolidated accounts of that year. In addition, your Auditors will also read their reports to you. For our part, we are at your disposal to provide any clarification and further information that you might find desirable. We will review below, successively, the various items of information as required by applicable regulations. • HIGHLIGHTS OF THE FINANCIAL YEAR Business activity and development Notable 2015 events in Keolis in France were the renewal of its contracts in Le Mans, Châteauroux, Vesoul, on the Blanc Argent line (railway operating licence), and contract extensions in Lorient and Arras. In Continental Europe, Keolis renewed the Hellweg-Netz contract in Germany, won the Odense bus contract and Aarhus tram contract in Denmark, won the Zwenzwoka railway tender and Utrecht bus tender in the Netherlands and won the Dalarna bus contract in Sweden. In the United Kingdom, Keolis opened two new tram lines in Nottingham, almost doubling the size of the network. In North America, Keolis renewed the urban contract for MRC Les Moulins in Canada and the railway operating contract VRE in the USA. In the field of new connected mobility solutions, Keolis established the subsidiary Kisio, bringing together the Group’s skills in Solutions and Services around five expertise hubs (analytics with Kisio Analysis, forecasting with Kisio Consulting, operations with Kisio Services, scientific and industrial with Kisio Solutions and digital with Kisio Digital) and continues to develop new services projects for all public transport authorities. Reimbursement of CRPP In September 2015, Keolis paid back the €100 million five year credit facility arranged in September 2010 with the Caisses Régionales du Crédit Agricole. Acquisition of ATE in Australia On 1 May 2015, Keolis Downer (51%-owned by Keolis and 49% by Downer EDI), Australia’s largest light rail operator, acquired Australian Transit Enterprises (ATE), one of the country’s biggest bus operators. As a result of this acquisition, Keolis Downer has become the leading privately-owned multi-modal public transport operator in Australia. Established in 1974 as a family business, ATE has since continued to grow, generating revenue of approximately AUD 190 million (€136 million) in 2014. Headquartered in Brisbane, ATE operates a fleet of nearly 1,000 buses and runs urban, inter-city and school services in three states: South Australia (Adelaide), Western Australia (Perth) and Queensland (Brisbane). The company currently employs 1,600 people. As the 5th largest private bus operator in Australia, ATE consists of 4 business divisions: ◗ Path Transit, providing timetabled route and school bus services in the suburbs of Perth (Western Australia); ◗ Southlink, providing timetabled route and school bus services in metropolitan Adelaide (South Australia). ◗ LinkSA, providing timetabled route, school, special bus and dial-a-ride services within 100km of Adelaide (South Australia); ◗ Hornibrook, providing timetabled route and school bus services in the suburbs of Brisbane (Queensland). Lille ticketing system In Lille, malfunctions of the ticketing system delivered by Parkeon resulted in its late implementation compared to the initial contractual schedule. Lille Métropole (LMCU renamed MEL) decided to introduce it into service in June 2013 against the advice of Keolis who had refused acceptance. This resulted in a shortfall in Keolis Lille’s revenue. In these circumstances the courts appointed an expert in December 2014 to determine the origin of the flaws and appraise their financial impact. The expertise is currently ongoing and will continue during 2016. The Group’s financial results for 2015 The Group’s turnover for 2015 amounted to €4,817 million, an increase of €542 million, or 12.7%, on 2014. The currency impact is positive at +€73.8 million in particular due to the depreciation of the euro against sterling and the US dollar. The consolidation scope effect is +153.0 million, due to the acquisition of Striebig and the disposal of Transévry in France, the acquisition of ATE in Australia and various acquisitions by EBH in Belgium (Doppagne/Sanglier, Schloemer, Dislaire/ Ourthe, Van Rompaye) and the tie-up with Nettbuss in Denmark. The portfolio impact of contracts won and lost stands at +€172.1 million, comprising -€13.0 million in France and +€185.1 million abroad. In France we can note the loss of the public service delegation contracts in Aix-les-Bains, CDG-Val and Concarneau. Outside France, it is worth noting the effect of a full year of operations on the Boston contract (+€118 million), the DLR contract

5. 5 1. Management Report in London (+€95 million) and the loss of E23 in Sweden (-€27 million). Excluding foreign exchange impact and change in reporting scope, revenue is up +€315 million / +7.4%. Organic growth within existing contracts stands at +€145.7 million +3.4%, comprising -€20.2 million for France (large networks +€11.9 million, major urban +€5.5 million, Territories -€2.3 million, Ile-de-France +€5.0 million), and +€126.5 million for international activities (+€4.8 million in the UK, +€33.7 million in Continental Europe, +€15.7 million in North America and +€72.6 million in Australia). Recurrent consolidated EBITDA stands at €227.2 million, up +€13.3 million, or +6.2%, on the previous year. The currency impact accounts for -€5.2 million. The consolidation scope effect improves recurring EBITDA by +€19.0 million, comprising +€3.7 million in France (including +€3.4 million for the acquisition of Striebig) and +€15.3 million outside France (+€4.2 million for the Belgian acquisitions, +€2.8 million for the Nettbuss tie-up in Denmark and +€8.3 million for ATE in Australia). The organic variation of EBITDA including portfolio growth stands at -€5.1M€ / -2.3%, with +€10,9 million coming from France and -€3.2 million from international activities (the growth of the UK and Continental Europe zones have not fully counter- balanced the poor results of North America, Australia and New Territories). An action plan has been established and is currently being deployed to boost North America and in particular re- establish profitability on the Boston contract. Operational costs of the holding company are -€9.2 million higher than in 2014, of which 4.3 million relates to the unwinding of diesel hedges. Recurrent operating profit stands at €56.2 million, down -€17.0 million compared to 2014. One of the reasons for this is the entry into force of a new agreement relating to payments due on reti- rement. Net income (Group share) for 2015 amounts to €12.0 million as against €13.5 million in 2014. Cash flow generation is -€183.8 million in 2015 (including -€119.9 million due to acquisitions) compared to -€74.3 million in 2014. The net debt of Keolis S.A. amounts to €223.9 million at the end of 2015 compared to €99.4 million at the end of 2014. The increase is essentially a consequence of the Group’s active external growth policy. • CONSOLIDATED FINANCIAL STATEMENTS The consolidated financial statements are prepared in accordance with IFRS as adopted by the European Union. Revenues from ordinary activities amount to €4,836 million. After taking into account all operating costs, operating profit after investments under the equity method amounts to €59 million. Consolidated net profit (group share) amounts to €12 million. • ANNUAL FINANCIAL STATEMENTS The financial statements of the Company are prepared in accordance with French GAAP. Operating profit/(loss), including share of joint ventures, was (€17,757) thousand compared with (€15,769) thousand in 2014. Financial income amounted to €40,858 thousand as against €17,181 thousand in 2014. After the posting of an exceptional loss of €890 thousand and a corporate income tax credit of €15,388 thousand, Keolis’ financial statements show a net profit of €37,600 thousand. • SUBSIDIARIES AND HOLDINGS Thetableattachedtoourbalancesheetprovidesallthenecessary information concerning our company’s subsidiaries and holdings. • NOTIFICATION OF MAJOR HOLDINGS AND ACQUISITIONS OF CONTROL During the financial year 2015, Keolis S.A. acquired or took control of the following companies: Acquisition of companies in France Name Date Percentage Voyages A. Fouache 15/10/2015 100% Keolis Fouache Evasion 15/10/2015 100% Keolis Prioris 30/10/2015 34% of shares held by SIA Forcity 18/03/2015 Acquisition of a 5% share OnePark 14/10/2015 Acquisition of a 20.25% share

6. 6 1. Management Report • RESEARCH AND DEVELOPMENT ACTIVITY The company did not incur any research-related expenditure during the year. Many development activities for new products and services are, however, carried out closer to the operational managers to ensure their ability to meet market requirements. The corresponding expenses are not isolated in profit or loss and have not been specifically monitored. • FORESEEABLE TRENDS AND FUTURE OUTLOOK In France, the Group intends to consolidate its current positions and will remain attentive to any opportunities. Keolis has entered into exclusive negotiations with the Lyon public transport autho- rity for the renewal of its operating contract. The Group is also responding to invitations to tender to renew its operating contracts for networks in Dijon, Artois-Gohelle and Laval. Keolis wishes to develop its international footprint and will exa- mine all the opportunities related to the chain of mobility in the territories where it is already established and also in new countries. • SIGNIFICANT EVENTS SINCE THE END OF THE YEAR • Acquisition of Transports Daniel Meyer In January 2016, the Keolis Group announced the acquisition of a leading bus and coach service operator in Ile-de-France, Transports Daniel Meyer. With this strategic external growth transaction, Keolis reinforces its foothold in Ile-de-France and consolidates its position for future projects relating to Grand Paris Express. Keolis Ile-de-France, which generated 400 million euros of turnover in 2014, operates a fleet of 1,900 vehicles across 25 depots. Established in all of the departments comprising the Acquisition of companies abroad Name Date Percentage HORNIBROOK TRANSIT MANAGEMENT PTY LTD 27/05/2015 KEOLIS DOWNER BUS AND COACHLINES PTY LTD: 100% SOUTH WEST TRANSIT PTY LTD 27/05/2015 HORNIBROOK TRANSIT MANAGEMENT PTY LTD: 100% AUSTRALIAN TRANSIT ENTERPRISES PTY LTD 27/05/2015 HORNIBROOK TRANSIT MANAGEMENT PTY LTD: 100% HORNIBROOK BUS LINES PTY LTD 27/05/2015 KEOLIS DOWNER BUS AND COACHLINES PTY LTD: 83.33% HORNIBROOK TRANSIT MANAGEMENT PTY LTD: 16.67% PATH TRANSIT PTY LTD 27/05/2015 AUSTRALIAN TRANSIT ENTERPRISES: 100% SOUTHLINK PTY LTD 27/05/2015 AUSTRALIAN TRANSIT ENTERPRISES: 100% LINKSA PTY LTD 27/05/2015 AUSTRALIAN TRANSIT ENTERPRISES: 100% MASABI 23/10/2015 Acquisition of a 5.13% share Establishment of companies in France Name Date Percentage KEOLIS BASSIN D’ARCACHON 26/02/2015 100% Keolis S.A. KEOLIS ORLY RUNGIS 03/03/2015 100% Keolis Seine Val de Marne KEOLIS ALES 11/08/2015 100% Keolis S.A. TRANSKEO 07/10/2015 51% Keolis S.A. 49 % SNCF Participations KEOLIS BEAUNE 23/11/2015 100% Keolis S.A. KEOLIS ROISSY SERVICES AEROPORTUAIRES 01/12/2015 100% Keolis S.A. KEOLIS PORTE DE L’ISERE 02/12/2015 100% Keolis S.A. KLP02 14/12/2015 100% Keolis S.A. KLP03 14/12/2015 100% Keolis S.A. Establishment of companies abroad Name Date Percentage KEOLIS DOWNER BUS AND COACHLINES PTY LTD 10/03/2015 KEOLIS DOWNER PTY LTD: 100% KEOLIS DOWNER BUS AND COACHLINES PROPERTY PTY LTD 10/03/2015 KEOLIS DOWNER BUS AND COACHLINES PTY LTD: 100% KEOLIS AMEY METROLINK LIMITED 13/11/2015 KEOLIS (UK) LIMITED: 60% AMEY RAIL LIMITED: 40%

7. 7 1. Management Report Paris region, its 19 subsidiaries employ 4,000 people and carry 70 million passengers each year. The group Transports Daniel Meyer has 440 employees and a fleet of 260 vehicles. It generated a turnover of 40.4 million euros in 2014. Its main line of business is in the operation of approximately 50 timetabled bus lines, supplemented by school buses and school outings and charter activity. • NON-FINANCIAL INFORMATION In application of article of the Act of Parliament of 12 July 2010 on the national commitment to the environment, the so-called “Grenelle” II, Keolis S.A., as a non-listed company whose balance sheet or net revenue exceeds 100 million euros and whose average number of permanent employees during the financial year exceeds 500, is obliged to publish its non-financial data in its management report. For the benefit of readers, we publish all of this information in the chapter “Non-financial data” appended to this document. (Appendix 1) It should be noted that the consolidation scope applicable to this information has the same basis as that used for financial consolidation. Furthermore, four Keolis subsidiaries will publish their own non- financial data insofar as they attain the thresholds for the application of the abovementioned article 225. These subsidiaries are Keolis Bordeaux, Keolis Lille, Keolis Lyon and Keolis Rennes. € thousand FY 2015 FY 2014 Breakdown by invoice due date - Invoices due: (173) (396) ◗ from 0 to 30 days 30 203 ◗ from 31 to 60 days 186 (143) ◗ over 60 days (389) (456) Invoices not yet due 7,656 13,605 Trade payables 7,483 9,011 Amounts owing by suppliers 2,180 2,682 Supplier invoices not yet received 30,653 29,124 TOTAL 40,316 45,016 Trade payables and related accounts 35,264 37,827 Liabilities on assets and related accounts 5,052 7,189 TOTAL 40,316 45,016 • ALLOCATION OF PROFIT We propose to allocate the profit for the year, amounting to €37,599,518.44, in the following manner: Profit for the year €37,599,518.44 DISTRIBUTABLE PROFIT €37,599,518.44 Allocation: Miscellaneous reserves €37,599,518.44 Total €37,599,518.44 • INFORMATION ON SUPPLIER PAYMENT SETTLEMENT In accordance with articles L 441-6-1 and D 441-4 of the Commercial Code, we breakdown, as at the end of the last financial year, the balance of amounts owing to our suppliers by due date:

8. 8 1. Management Report Non tax deductible expenses We inform you that in the course of the past financial year, non- tax deductible expenses, within the meaning of Articles 223 quater and 223 quinquies of the General Tax Code, totalled 233K€. • SHAREHOLDINGS On 31st December 2015, GROUPE KEOLIS S.A.S. owned 100% of the capital. • EMPLOYEE SHARES IN THE CAPITAL On 31st December 2015, there were no employee shares in the Company’s capital. • AGREEMENTS COVERED BY ARTICLES L225-38 AND L225-102-1 OF THE COMMERCIAL CODE 1. Agreements covered by article L.225-38 of the Commercial Code You will be read the Statutory Auditors’ report on agreements made during the fiscal year and authorised by your Board pursuant to Article L225-38 of the Commercial Code. 2. Agreements covered by article L.225-102-1, last paragraph Pursuant to the provisions of the last paragraph of article L.225- 102-1 of the Commercial Code, we specify that during the financial year no agreements were entered into other than ordinary transactions concluded at normal terms and conditions, between: ◗ a director, the Chairman CEO or the Company GROUPE KEOLIS S.A.S., a company holding more than 10% of the voting rights in Keolis S.A., And ◗ a subsidiary in which Keolis S.A. directly or indirectly holds a share in excess of 50%. • DIRECTORS AND CONTROL OF THE COMPANY 1. Mode of exercise of the General Management We report, in accordance with Article 148 of the Decree of 23rd March 1967, that your Board of Directors has opted to combine the functions of Chairman of the Board and CEO. Mr. Jean-Pierre Farandou was re-appointed Chairman and CEO during the Board of Directors’ deliberations of 3 March 2016. 2. Terms of office and functions exercised by each of the executive officers A list of the terms of office and functions exercised by each of the executive officers in 2015 is appended to this report. We hope that you will approve the above proposals and vote the resolutions to be submitted to you. THE BOARD OF DIRECTORS Financialyear Dividend Distributedincome eligibleforthe allowance Distributedincome noteligibleforthe allowance 2014 €19,130,937.70 €4.90 per share - €19,130,937.70 2013 €19,130,937.70 €4.90 per share - €19,130,937.70 2012 €19,130,937.70 €4.90 per share - €19,130,937.70 In accordance with legal requirements, you are requested to note that the amount of the dividend distributed and that of the corresponding dividend tax credit for the three previous financial years were as follows:

9. Appendix 1 Non-financial dataB 1 • methodology 1.1 Background Keolis S.A. has voluntarily published non-financial data in the Keolis Group annual report for more than ten years. 2015 is the second financial year in which non-financial data is published in the Keolis S.A. financial report, in application of Article 225 of the Act of 12 July 2010 on the national commitment to the environment. The entity concerned is Keolis S.A., a non-listed company for which the balance sheet total or net revenue is in excess of 100 million euros and for which the average number of permanent employees throughout the financial year exceeds 500. In 2014, the set of indicators was revised and the reliability of the scope improved. 2014 can therefore be considered as the year of reference (year 0). This publication thus includes data for the past two years: 2014 and 2015. The references indicated at the beginning of each paragraph refer to the articles of the Implementation Decree followed for the purposes of this publication. 1.2 Scope Non-financial data is consolidated on the same scope as financial data (excluding EFFIA S.A., Technical Assistance and subsidiaries for which Keolis is not the majority shareholder). The scope of consolidation for employee data is the calendar year, from 1 January to 31 December. Generally, social data relates to all Group staff. This scope varies by indicator, and depends on the availability of data at the time of this report being approved for print. The scope for company data also covers 100% of Group staff. The reference period for environmental data is the calendar year, from 1 January to 31 December. If this is not the case, rules for estimation or consolidation on a deferred timescale are pro- posed to subsidiaries in the set of indicators. Environmental data has been calculated from data covering 82% of Group staff (represented by 48 subsidiaries and 42 lower-tier subsidiaries). This scope may also vary depending on the availability of data at the time of this report being approved for print. 1.3 Quantitative information We have added new qualitative data indicated in italics in the list below. The data for some of these items is only available for 2015. Some items of data published last year have been adjusted to account for corrections/additions supplied after the publication of last year’s report. These are indicated by an asterisk appended to the updated figure. In view of the current collection process, data that is not available for this publication will be communicated next year. Social responsibility / human resources Workforce: workforce registered as at 31 December in all Group subsidiaries and Keolis S.A. Breakdownofworkforcebygeographicalzone:breakdown by country of workforce registered as at 31 December. Breakdown of workforce by age bracket: breakdown of total Group and Keolis S.A. workforces by age bracket. The comprehensive 2014 data supplied refers to the total Group workforce, including Keolis S.A. and excluding Docklands Light Railway (UK), and Keolis Deutschland (36 employees in Germany). 9 1. Management Report Keolis, a leading public transport operator, plays its part in sustainable development through a wide range of corporate initiatives. The different aspects of this Social Responsibility are shared between the relevant departments- Health Safety Environment, Legal, Human Resources, Purchasing and Communications. The Health, Safety and Environment department is responsible for coordinating Social Responsibility. Social Responsibility is an item on the agenda of Keolis’ Executive Committee at least once a month in order to review work undertaken, approve new initiatives and select the topics to be highlighted. In addition to this, Keolis draws on discussions with its internal and external stakeholders to define the strategy and recommendations for the entire Group.

10. Percentage of women in the total workforce: percentage of women in the total workforce of the Group and Keolis S.A. The comprehensive 2014 data supplied refers to the total Group workforce, including Keolis S.A. and excluding Docklands Light Railway (UK), China (2 employees) and the United Arab Emirates (7 employees). Total number of new employees: the cumulative number of new employees in France for the year, (including the integration of new subsidiaries), regardless of type of employment contract. Total number of departures: the cumulative number of departures in France for the year, regardless of the reason for leaving (excluding expired fixed-term contracts but including the loss of subsidiaries during the year). Total number of dismissals: refers to cumulative number of departures in France during the year relating to dismissals. Payroll: Group personnel expenditure, including wages and social charges, duties and taxes on remuneration and other personnel expenses (ancillary costs, directors’ fees, employee profit sharing, temporary staff and staff on secondment). Change in payroll: change in payroll between years N and N-1 in gross value and expressed as a percentage. Percentage of part-time employees: percentage of employees with a part-time contract in the total workforce in France as at 31 December. Percentage of drivers: percentage of driver employees in the total Group workforce as at 31 December. Rate of absence for sick leave: measures the rate of sick leave, in France. Workplace accident frequency rate: measures the frequency of workplace accidents declared per quarter leading to at least one day of leave. This rate represents the average number of workplace accidents leading to leave by a group of employees having worked one million hours over the period considered. Data available for this publication for France. NB: This rate includes violent behaviour. It does not take into account all ongoing dispute procedures. Severity rate of workplace accidents: measures the severity of accidents by assessing the total number of leave days due to workplace accidents, excluding the day of the accident itself. This represents the number of days compensated for 1,000 hours worked, in other words the number of days lost due to temporary invalidity for 1,000 hours worked. Data available for France. Total number of training hours: the 2015 data relates to all of the employees in the Group. Complete data for 2014 is only available for France. Number of employees having received training: 2015 data relates to all of the employees in the Group. Complete data for 2014 is only available for France. Total number of workers with a disability (number of units): relates to the number of entitlement units calculated as part of the mandatory annual declaration of the employment of workers with a disability submitted to the Agefiph (DOETH) in France. This entitlement unit is the full-time equivalent of a wor- ker with a disability. Environment Environmental data concerns consolidated operational subsidiaries and not the entity Keolis S.A., which has an administrative function and does not operate passenger transport. Number of employees covered by an ISO 14001 certification: relates to employees registered in the workforce at 31 December exercising an ISO 14001 certified activity. Percentage of employees covered by an ISO 14001 certification: relates to the number of employees exercising an ISO 14001 certified activity as a proportion of the total Group workforce. Total quantity of hazardous waste: this measures the total weight of hazardous waste produced over the year in question, regardless of the type of processing. Hazardous waste is waste defined as such in the regulations applicable to the production site. Total quantity of non-hazardous waste: this measures the total weight of non-hazardous waste produced over the year in question, regardless of the type of processing. Non-hazardous waste is waste defined as such in the regulations applicable to the production site. Percentage of recovered hazardous waste: this measures the percentage of non-hazardous waste recovered over the year in question, regardless of the type of processing, in 24 subsidiaries (accounting for 44% of total Group workforce). Recovery is a type of waste processing operation defined as such in the regulations applicable to the production site. Percentage of recovered non-hazardous waste: this measures the percentage of non-hazardous waste recovered over the year in question, regardless of the type of processing, in 32 subsidiaries (accounting for 60% of total Group workforce). Recovery is a type of waste processing activity defined as such in the regulations applicable to the production site. 10 1. Management Report

11. Total water consumption of the sites: this corresponds to the volume of drinking water purchased by the subsidiary over the period in question, charged to buildings and processes, excluding watering of planted areas. Share of water consumption in water-shortage areas (per country): this corresponds to the consumption of drinking water in Keolis countries where water stress is very high (between 40 and 80%) or extremely high (over 80%). In 2015, these countries were Australia and Belgium (according to the World Resources Institute). Traction energy consumption for commercial vehicle fleets (in TOE, excluding rail): traction energy consumption for commercial vehicle fleets corresponds to the quantity of energy purchased within the framework of commercial services (dead mileage included). The vehicles concerned are those operated/owned by the company used for commercial services, on behalf of others (passengers, Public Transport Authorities, other transport providers, corporate customers). The indicator incorporates all means of transport (bus, coach, metro, tram, trolleybus). Traction energy consumption for commercial railway use (in TOE): traction energy consumption for commercial railway use corresponds to the quantity of energy purchased within the framework of commercial services provided by rail (electrical or thermal traction), dead mileage included. Energy consumption of company facilities (in TOE): energy consumption of the sites corresponds to the quantity of energy consumed or purchased on the sites, excluding traction energy. CO2 emissions from commercial transport and company facilities (in TCO2 e): Greenhouse Gases emitted by the corresponding use of energy. 1.4 Qualitative information Qualitative information does not require any particular explana- tions. 11 1. Management Report

12. 2 • Social data 2.1 Employment Article code Subject of decree 2015 data 2014 data Indicator I-1-a-1 – total workforce and breakdown of employees by gender, age and geographical location 54,749 including 1,468 Keolis S.A. 53,434* including 1,414 Keolis S.A. Number of employees registered as at 31 December 32,630 incl. 1,468 6,107 4,038 3,879 2,468 1,482 1,250 1,133 819 432 391 108 8 4 France Keolis S.A. Sweden Australia United States Belgium Denmark Netherlands UK Canada Germany India Norway China United Arab Emirates 32,759* including 1,414 6,802 3,721* 2,395 2,309 1,440 1,292 1,035* 843 403 326 100 7 2 France Keolis S.A. Sweden United States Belgium Australia Denmark Netherlands UK Canada Germany India Norway China United Arab Emirates Total number of employees per country Group 1,701 (3%) 3,930 (7%) 5,367 (10%) 6,013 (11%) 7,512 (14%) 8,395 (15%) 9,075 (17%) 7,941 (15%) 3,294 (6%) 1,485 (3%) Keolis S.A. 79 (5%) 202 (14%) 239 (16%) 211 (14%) 249 (17%) 185 (13%) 151 (10%) 116 (8%) 32 (2%) 4 (0%) or = 25 years 26 to 30 years 31 to 35 years 36 to 40 years 41 to 45 years 46 to 50 years 51 to 55 years 56 to 60 years 61 to 65 years Over 65 years Group 1,701 (3%) 3,930 (7%) 5,367 (10%) 6,013 (11%) 7,512 (14%) 8,395 (15%) 9,075 (17%) 7,941 (15%) 3,294 (6%) 1,485 (3%) Keolis S.A. 79 (5%) 202 (14%) 239 (16%) 211 (14%) 249 (17%) 185 (13%) 151 (10%) 116 (8%) 32 (2%) 4 (0%) or = 25 years 26 to 30 years 31 to 35 years 36 to 40 years 41 to 45 years 46 to 50 years 51 to 55 years 56 to 60 years 61 to 65 years Over 65 years Number of employees per age bracket 20.1% Keolis S.A.: 40% 20.4%* Keolis S.A.: 40.2% % of women in the total workforce I-1-a-2 – new hires and dismissals 6,318 of which Keolis S.A.: 269 5,552* of which Keolis S.A.: 303 Total number of new employees 2,910 of which Keolis S.A.: 172 2,490* of which Keolis S.A.: 147* Total number of departures, excluding expiring fixed-term contracts 756 of which Keolis S.A.: 38 661* of which Keolis S.A.: 47* Total number of dismissals I-1-a-3 – remuneration and its variation 2,820.6 2,458.8* Payroll in € million +14.7% +9.8%* % of change in payroll 361.8 219.5* Change in payroll in € million 12 1. Management Report

13. 2.2 Organisation of work Absenteeism is an issue monitored locally by each Keolis Group subsidiary. In addition to local action plans, Keolis Group has defined, via its corporate project, joint areas for progress in order to permanently control the rate of absence and ensure the well- being of employees. Time has been spent better defining the roles and responsibilities of local managers and developing their skills. The regular monitoring of absence has also become one of their tasks. 2.3 Social relations - Organisation of social dialogue, particularly staff information, consultation procedures and negotiations (article I-1- c-1) Each Group subsidiary, regardless of the country where it is active, has employee representative bodies in accordance with local legislation. However, the structure, prerogatives and obligations of these bodies vary greatly from one country to the next, depending on locally applicable legislation. In France, the management of each subsidiary chairs these representative bodies and can negotiate company-wide agreements with the subsidiary’s trade union delegates. All subsidiaries in France with over 50 employees have a works council and committees for health, safety and working conditions (CHSCT). The employee relations department of Keolis Group ensures that all subsidiaries have the necessary tools for their representative bodies to operate in optimal conditions. It regularly contributes to subjects that may have an impact on the road transport sector and provides updates on the legal situation via a two-monthly employee newsletter. In 2015, the following were supplied to Group subsidiaries: ◗ Legal memos relating firstly to the transfer of staff following the win or loss of an interurban transport contract, and secondly to industrial action in urban transport, ◗ A “career interview” kit to facilitate the introduction of this new interview in subsidiaries, ◗ Employment contract templates. In addition to this legal information, a new vocational training management solution, Sage Formation, is currently being deployed in subsidiaries. This new tool will enable better monitoring of training followed by Group employees and career interviews conducted. Finally, a Group procedure memo relating to checking driving licences was sent out to all subsidiaries to ensure that all Group employees tasked with driving have a valid driving licence. • Review of collective agreements (article I-1-c-2) The Keolis Group has an agreement concerning how the European Works Council should function. Keolis Group subsidiaries have come to their own agreements at local level. In addition to these agreements, Keolis has implemented numerous unilateral decisions to ensure that a minimum set of measures applies to certain fundamental issues. Article code Subject of decree 2015 data 2014 data Indicator I-1-b-1 – organisation of working time 16.65% Keolis S.A.: 3.15% 16.73%* Keolis S.A.: 3.09%* Percentage of part-time employees 67.5% Keolis S.A.:0% 68.5%* Keolis S.A.: 0% Percentage of driver employees II-1-b-1 – rate of absence 5.86% Keolis S.A.: 1.39% 5.63% Keolis S.A.: 1.23%* Rate of absence for sick leave 13 1. Management Report

14. 2.4 Health and safety - Health and safety at work (article I-1-d-1) Following the 2014 launch of the Group’s safety approach as an essential workstream in the corporate programme, all specialist job areas and in particular those of operations and maintenance are clearly concerned. The vast majority of subsidiaries in France and abroad have reached level 2, qualified as ‘common practice’ on the Group’s scale of maturity. This level guarantees basic compliance of safety management relating to employees and stakeholders, in particular our partners and subcontractors. Training in roles and duties was extended to more than 400 managers, notably working in the operation and maintenance fields. A safety and environment prevention guide was also distributed to more than 20,000 employees. This will be extended to international activities in 2016. The use of the Knowledge Management tool Keoshare by the safety and environment community enabled the exchange of best practices and the passing down of recommendations. Internal audits have revealed that continuous improvement is ongoing. - Reviewofagreementsconcludedwithtradeunionorganisationsorstaffrepresentativeorganisationsintermsofhealth and safety at work (article I-1-d-2) As previously stated concerning collective agreements, the Keolis Group has an agreement as to how the European Works Council should function. Keolis Group subsidiaries have come to their own agreements at a local level. In addition to these agreements, Keolis made a number of unilateral decisions to ensure that a minimum set of measures in relation to fundamental issues. 2.5 Training - Policies implemented in terms of training (article I-1-e-1) Keolis Group considers training as a tool to benefit its employees’ development at every stage of their career path. Keolis commits to developing the skills of each employee according to their area of expertise in order to foster their career development, facilitate internal mobility and master key skills for the Group’s growth. Training has therefore been designed according to a logical career path. To this effect Keolis developed the training path ‘D’FI’ in 2015 aimed at subsidiary directors who have just arrived in their position. This programme is spread over a year and alternates between sessions focusing on developing leadership skills and sessions to improve specialist knowledge. The programme is designed and delivered by in-house specialists and external trainers and coaches, with, as a common thread, the creation of a project presented to the France Division at the end of the programme. Keolis also devised a programme tailored for the Tram Maintenance community comprising initial training but also ongoing courses in the areas of rolling stock and infrastructure. In 2015, approximately fifty people followed the course, which will be further deployed in 2016. Keolis continued to develop its courses for young managers in 2015. These courses include practical training on transport and time spent in the subsidiaries to give them the opportunity to become familiar with the professions and activities covered by the company. In 2015, 26 people took this course in the areas of operations, marketing and maintenance, up 36% on the previous year. Since 2015, these incubators are open to in-house applicants from our operational work areas, which facilitates the career mobility of our supervisors. With the launch of the Group Training Department in 2015, Keolis intends to accelerate the reinforcement of the company culture, the development of a common base of expertise in all Group countries and the support provided to the Group in setting up in new Article code Subject of decree 2015 data 2014 data Indicator II-1-d-1 – workplace accidents, notably their frequency and severity, and occupational illness 46.09 including Keolis S.A.: 2.16 52.69* including Keolis S.A.: 0.90* Workplace accident frequency rate 3.92 including Keolis S.A.: 0.03 3.86* including Keolis S.A.: 0.01* Severity rate of workplace accidents 14 1. Management Report

15. markets. In 2015, Keolis redesigned the employee induction programme, ‘Welkome’, to better respond to the expectations of all new Group managers. Finally, the Keolis Group actively supports basic training in the transport field. In acknowledgement of its long-standing commitment, Olga Damiron, the Group’s former HR Director, was selected to be the sponsor of the 2015 class graduating in the Master’s Degree of Regional and Urban Passenger Transport (TURP) at Lyon 2 Lumière University. The aim of this degree is to train managers in managing the various facets of local mobility. This course is jointly certified by the National Public Works School, ENTPE. Keolis furthermore became a member in 2015 of the ‘Club des Partenaires’, created under the Chairmanship of Olivier Marembaud (SNCF). This club brings together companies that wish to support the education of urban transport managers and specialists in Africa through the provision of grants and the accommodation of interns. Keolis consequently provided financial assistance to students taking the Master’s course in ‘Transport and mobility in African cities’ and will shortly be accommodating a student from Togo within its Lyon subsidiary for a 6-month work placement. 2.6 Equality - Measures implemented in favour of gender equality (article I-1-f-1) For several years, the Keolis Group has led an ambitious professional gender equality strategy, the objective being to increase mix and ensure equality between employees. This strategy is supported by Keolis’ general management team and is at the centre of the company’s human resources policy, in the form of three main projects: First, Keolis makes sure that professional equality is included in organisational and human resource processes. In 2015, the Group received four gender equality certificates for its French subsidiaries Keolis Oise, Keolis Artois Gohelle, Keolis Rennes and Keolis Mobilité. It also launched an international workplace gender equality project with the participation of subsidiaries in the USA, Australia, the UK and northern Europe. The primary aim of this initiative is to promote the sharing of best practice between subsidiaries, such as the “Driven Women” campaign by the Australian subsidiary KDR Victoria. This communication campaign aimed at women led the organisation to record a 38% increase in female employees, resulting in an award from the Melbourne city council. The second aim of Keolis’ general equality policy is to pool the efforts of several subsidiaries to carry out far-reaching actions. For example, fifteen Keolis subsidiaries in France came together in 2015 to organise the Girls’ day, a day spent informing young female students about career opportunities in our Group before they made their higher education applications. KCS Boston also committed to run a similar initiative and consequently identified and trained women ambassadors from each department in the firm. Secondly, Keolis set up an internal network, Keolis Pluriel, which allows male and female employees, regardless of their professional sector, to take part in promoting workplace equality. In 2015 Keolis Pluriel worked on the following topic: ‘Winning over and retaining female passengers’. The aim of the working group was to understand the expectations and needs of female passengers so as to design services for all. A trend book collating all the group’s recommendations and suggestions for services was presented to Keolis’ top management team. In parallel, Keolis became involved for the fourth year running, alongside the Alliance for Gender Mix in the Firm (AME), in the organisation of the Gender Mix in the Firm network summit, held in Lyon in October. Keolis Pluriel also took part in sporting events such as the ‘La Parisienne’ run, and organised workshops and talks aimed at employees on subjects relating to gender equality (including work-life balance, stereotyping and female leadership). Keolis Pluriel increased its membership by 40 in 2015, including 20 men. Thirdly, Keolis is committed to spreading its equality approach throughout the Group, operational departments and beyond. Keolis ensures that its subsidiaries share Group values and accompanies them to guarantee equality between all employees, wherever they are. The company also promotes equality and diversity among its external stakeholders through transport-specific media. For example, Autocars Planche publicised the success factors of its equality action plan as part of the Lyon TV channel TLM’s series of reports entitled ‘Embarquez’. An article on Keolis’ female outreach programme was published in the International Association of Public Transport’s (UITP) magazine. Finally, Keolis also discussed its approach at an international conference on gender equality and safety, organised by the European Bank for Reconstruction and Development in Almaty, Kazakhstan. Article code Subject of decree 2015 data 2014 data Indicator I-1-e-2 – total number of training hours 1,239,811 of which Keolis S.A.: 40,513 681,775* of which Keolis S.A.: 37,769 Total number of hours of training 40,461 of which Keolis S.A.: 992 26,043 of which Keolis S.A.: 1,002 Number of employees having received training 15 1. Management Report

16. - Measures implemented in favour of employing people with a disability (article I-1-f-2) Keolis ensures that all of its operational subsidiaries fulfil their legal obligations in relation to disability as required by local legislation, and undertake proactive awareness-raising and social inclusion actions to fight against all forms of discrimination and exclusion. In 2015, KDR Gold Coast signed a partnership with the ‘Special Olympics’ to introduce a programme to welcome people with Down syndrome or with intellectual or developmental problems. The first participant in this programme was welcomed by the subsidiary in November 2015 for one day per week for ten weeks. He was tasked with assisting administrative employees. This programme has the dual goal of raising awareness among the workforce about mental illness and enabling the “Special Olympics” participants to take their first steps into the professional work environment. In parallel, Keolis S.A. and EFFIA Synergies started developing their disability policy, basing it on an audit which took place in the second half of the year. The two entities also raised employee awareness about the issue of purchasing from the sheltered work sector through a day jointly coordinated with the charity Handeco. The French Paralysis Association, SNCF and Keolis Mobility were also in attendance to promote the benefits of using this type of organisation. This initiative took place alongside a photo exhi- bition about disability at work, produced by IMS Entreprendre pour la Cité. Finally, through its ‘Actions for Solidarity’ programme (Coups de Coeur Solidaires) the Group rewards its employees’ involvement in charitable work. In 2015 several prizes were awarded to charities working to promote awareness of disability and accessibility issues. One key example is the charity Handi Cheval which offers people with disability or adjustment problems the chance to take part in equestrian activities. As a transport operator, Keolis also plays a major role in terms of mobility solutions for those with disabilities. The Keolis Group is the leading carrier of passengers with reduced mobility (PRM) in France. - Anti-discrimination policy (article I-1-f-3) Keolis has been a signatory of the Diversity Charter since 2006 and has been a partner of AFMD (Association Française des Managers de la Diversité) since 2014. By signing this charter the Group has committed to promoting the employment of young people, seniors with experience or those changing career path, job-seekers, disabled workers and people of different nationalities and cultural backgrounds. For several years, Keolis has developed essential partnerships with organisations such as Cap Emploi, Pôle Emploi and local missions to help people who face difficulties when entering the workforce. With the aim of offering new opportunities to people over the age of 50 and to people in career transition, Keolis works with regional units specialised in career transition services, the ministry of Defence or the French national police. In 2015, the Keolis Group launched a general anti-discrimination policy based on a collaborative network and entitled ‘Diversity Inclusion’. Keolis has established a diversity programme for all of its subsidiaries. This programme is part of the career path for each employee as soon as they join the Group – via an awareness-building module during the induction course – then at each successive stage of their career. Finally, Keolis builds strong partnerships with specialist researchers in the field of diversity to enhance its underlying thinking and establish its diversity and inclusion strategy. For example Keolis partnered with Bordeaux University to work on a project entitled ‘Young people, employment and discrimination’. Keolis also plays a part in several conferences relating to diversity management. 2.7 Promotion of and adherence to clauses in key agreements of the International Labour Organisation - Eliminate discrimination in terms of employment and profession (article II-1-g-2) In 2015 Keolis brought together a large number of people from France and abroad to write a charter setting out its commitments to Diversity and Inclusion. These commitments relate to the following: ◗ Compliance with the employment law of the countries in which Keolis is established and with international standards in relation to Human Rights and fundamental liberties, anti-discrimination, anti-harassment and the promotion of career equality. ◗ The creation of an equitable and inclusive work environment where each person feels recognised for their skills, commitment and level of performance. Article code Subject of decree 2015 data 2014 data Indicator I-1-f-2 – measures implemented in favour of employing disabled people 1,341.07 including Keolis S.A.: 3.77 1,451.5* including Keolis S.A.:3.17*. Total number of workers with a disability (in units) 16 1. Management Report

17. ◗ Respect for each individual, their identity and culture within the limitations imposed by health and safety requirements and internal regulations. ◗ The adoption of an open and empathetic approach to each person to understand their individual needs and expectations. ◗ The promotion of diversity and job equality with our stakeholders. Keolis Group works actively against all forms of discrimination in employment based on the following principles: ◗ Priority is given to dialogue. ◗ The Group aims to train managers and all HR staff in legal matters relating to discrimination depending on local situations. ◗ Keolis Group commits to raising the awareness of managers and employees about diversity issues. ◗ Keolis encourages its managers to remain objective when faced with problems in the organisation related to diversity issues. ◗ Any problems are settled on a case-by-case basis and may lead to disciplinary action if behaviour does not comply with the values and integration policies supported by the Group. - Eliminate forced or compulsory labour (article II-1-g-3) - Abolish child labour (article II-1-g-4) Since 2004, Keolis Group has been a signatory of the United Nations’ Global Compact to promote and adhere to 10 principles grouped into four categories, including Human Rights, international employment standards and anti-corruption. 3 • Information relating to corporate commitments in favour of sustainable development 3.1 Territorial, economic and social impact of the company’s activities - in terms of employment and regional development (article I-3-a-1) - concerning neighbouring or local populations (article I-3-a-2) Keolis has integrated an ‘Actor within the community’ project into its corporate programme. Its aim is to standardise practices by allowing each subsidiary to build its own binding and reasoned partnership strategy. The main guidelines of these strategies are shared by the Group and its subsidiaries: be consistent with the ‘Konformité’ programme, allow each subsidiary to build its own approach and allow the Group to promote (internally and externally) the subsidiaries’ partnership actions. 3.2 Relations with people or organisations with an interest in the company’s activities, in particular associations which promote inclusion, teaching establishments, environmental protection associations, consumer associations and neighbouring populations - Conditions of dialogue with these people or organisations (article I-3-b-1) In October 2015, for the fifth successive year, Keolis brought together its external stakeholders, consisting of representatives of associations, the French government and specialist companies. The aim was to obtain feedback from these stakeholders about our activities, our position and our corporate programme. Members of the Executive Committee were also involved. Dialogue was very productive, particularly in relation to the provision of transport services to rural areas and responsible purchasing policies. Within the framework of this ‘Dialogue with external stakeholders’, Keolis also provides its subsidiaries with tools and methods to allow them to enter into and/or organise dialogue with their own stakeholders. They are thus provided with a mapping model and prioritisation criteria to be used depending on the challenges and the goal of the dialogue entered into. The subsidiaries also have a model of the rules to be applied. - Sponsorship or charitable actions (article I-3-b-2) Sponsorship and corporate giving fall under the guidelines of two specific projects in the Group corporate programme: ‘Fairness of practices’ and ‘Actor within the community’. Since 2010, Keolis has been attributing annual awards as part of ‘Actions for solidarity’ ‘(Coups de coeur solidaires). The aim of this activity is to encourage personal and voluntary commitment from Group employees to an association which acts in favour of soli- 17 1. Management Report

18. darity between neighbourhoods to encourage diversity, or which helps promote the inclusion of vulnerable people or those in diffi- culty. Applications are assessed by a panel made up of representatives of Keolis’ top management in France and employee representatives. The relevance and eligibility of submissions are assessed according to the following criteria: the target audience, social and partnership dimensions, viability and originality, creation of social ties. Three winners are awarded a grant, which is directly paid to the associations they represent. The judging panel distinguished three charities for its 2015 edition. The first prize was awarded to the association Les Chérubinots which works to raise funds for a joëlette: a special chair which enables people with disabilities to take part in hiking activities. This charity was nominated by an employee from Keolis Bordeaux. The second prize went to the association Benecontre Phalempins, nominated by our Lille subsidiary. This charity promotes social cohesion between people living in the same neighbourhood, particularly people living on their own and the elderly. The third prize went to the charity HANDI Cheval Mayenne which works in aid of children with physical or motor disabilities. This charity was nominated by an employee from Keolis Laval. 3.3 Sub-contractors and suppliers - Consideration of social and environmental issues in procurement policy (article I-3-c-1) The Purchasing Charter, approved by the Group Executive Committee, defines the general principles of purchasing within the Group and sets out rules regarding ethics and behaviour applicable to all internal and external actors involved in the purchasing process. All employees acting on behalf of the Group or one of its subsidiaries must be familiar with, comply with and promote its principles in the interests of fairness and transparency. In compliance with the Group’s CSR commitments, all employees involved in purchasing must promote sustainable development with their business partners. All employees involved in a purchasing process must therefore pass on these concerns to their own suppliers and sub-contractors, encourage suppliers to develop a social and environmental progress plan, and ensure compliance with national laws, regulations and international agreements concerning the protection of individuals (employees, sub-contractors, product or service users) and the environment. In 2015, the Purchasing Department enhanced its Purchasing Policy with three new workstreams to strengthen the Sustainable and Supportive Purchasing approach: ◗ The first workstream relates to the supportive economy and local patronage, promoting supportive purchasing approach by increasing the use of sheltered work organisations as suppliers, contributing to the local economic community and reaffirming a local presence. ◗ The second workstream deals with environmental and safety issues by factoring into the procurement process (in particular through supplier selection questionnaires, performance requirements, selection criteria and contracts) Keolis’ environmental policy, risks relating to the safety of people and goods, and the protection of our data and know-how. ◗ The third and final workstream relates to supplier relations by generalising the total cost approach, ensuring transparency and equality of treatment of suppliers by reducing the risk of reciprocal dependence and of monopoly. Over the past few years, Keolis has developed a range of initiatives to this effect: ◗ The Group framework agreement for electricity supply includes an option allowing each subsidiary to subscribe on demand to power from renewable energy sources. ◗ The framework agreement for waste electrical and electronic equipment (WEEE) combines environmental concerns and supportive action as it is concluded with a sheltered work organisation. ◗ The listing of a ‘green’ range of cleaning products, an organic part degreasing washer, printers with Imprim’Vert certification or from the sheltered work sector. ◗ Various clauses specific to waste processing and environmental protection are written into framework agreements about sensitive products (notably batteries, tyres and lubricants). Product selection takes into account any awards or certification gained. Some types of Purchasing are currently carried out at a local level following the recommendations of the Group Purchasing Department. These purchasing items are of significant importance in the expenditure of subsidiaries and require local contact with suppliers. The main categories of local purchases are: ◗ Vehicle and premises cleaning ◗ Security ◗ Vehicle charter services (subcontracting) 18 1. Management Report

19. ◗ Gardening services ◗ Maintenance of some facilities and infrastructure. Two purchasing guides, KeoClean and Keo’Guard, have thus been created to assist subsidiaries with their procurement of cleaning and security services. These two guides include recommendations relating to social responsibility. - Importance of sub-contracting and consideration of social and environmental responsibility in relation to suppliers and sub-contractors (article II-3-c-1) Keolis also includes in its supplier selection questionnaire or in its performance requirements a certain number of questions related to Environment and Safety. These questions are tailored to the purchasing segment concerned. Proposals are analysed by assessing total cost. Depending on the purchasing category and the issues at stake, some assessment grids include evaluation criteria relating to environmental and/or social aspects. This is the case for example in the procurement of rolling stock, printers, work clothing and batteries. 3.4 Fairness of practices - Actions undertaken to prevent corruption (article II-3-d-1) The Group’s growth ambitions in France increase commercial competition and therefore the exposure of managers and Keolis entities to the risks of competition, fraud and corruption. To minimise the risk of manager implication, and prevent financial and legal risks while continuing to develop in accordance with business ethics, Keolis integrated the Konformité programme into its corporate programme in the form of the ‘Fairness of practices’ project. This covers three areas relating to all subsidiaries: strict compliance with free and fair competition, prevention of corruption and fraud, and the protection of personal data. In 2015 the Group decided to focus on the area of anti-corruption. The Group President addressed a message to all of the Group’s managers reminding them of the principles of the Konformité programme which should be exemplary in nature and act as a means to reduce corruption-related risks: legal, financial and repu- tational risks. This approach also provides a response to increasingly-expressed demands from clients but also from all our stakeholders and our employees. All of the managers in the Group are invited to help to promote the programme, support its implementation, monitor it regularly and raise their teams’ awareness of it. The main manuals provided to Group managerial staff are: ◗ The Guide for Ethical Business Conduct ◗ The brochure ‘Konformité at a Glance’, ◗ The practical guide ‘The Right Attitudes to prevent corruption’. In addition, three areas have specific Group procedures applied to them which managers are responsible for following, with the possibility of adjustments outside France where necessary, to comply with local law if it is stricter. These directives cover the three following subjects: ◗ Gifts and hospitality, ◗ Sponsorship and corporate giving, ◗ Donations and relations with business partners. As part of this approach, the guide ‘Relations with Business Partners’ was widely distributed during summer 2015. It reminds readers that the ethical standards of business conduct must be adhered to by all of the Group’s entities and their employees, but also shared with the business partners they work with. The Group expects these partners, be they consultants, providers of intellectual services or partners in joint ventures or consortia, to work with integrity and abide by all laws and regulations in force. Employees that incur the Group’s liability through working relationships with business partners must observe the principles laid down by this guide and communicate them to their partners. Vigilance must be exercised in three key phases of relations with partners: the selection phase, the contract conclusion phase and the contract implementation and monitoring phase. The guide is supplemented by a procedure for use only by Group employees. 19 1. Management Report

20. Awareness and training initiatives continued in 2015. ◗ A module on ‘Governance and Business Ethics’ was introduced into the new employee induction course. A more developed version of the module was inserted into the new training programme for subsidiary directors and will be delivered face-to-face from February 2016. ◗ In the area of awareness development, a ‘Konformité’ breakfast was held during the June 2015 Keolife Week and was reported on by a series of Group communications tools. ◗ A talk was given at head office by the Chairman of Ethic Intelligence in October 2015 on the theme of conducting preliminary specific anti-corruption audits before mergers and acquisitions. Finally, initiatives were conducted to reinforce management commitment to the deployment and effective application of Group procedures. The International zones each appointed correspondents and formulated their road map for 2016. - Measures taken in favour of consumers’ health and safety (article II-3-d-2) Within the framework of Keolis Group’s activities, consumer safety means the safe operation of passenger transport services. The security of services means prevention and measures taken with regard to external attacks and violent behaviour. In passenger rail and metro activities, there were no passenger victims to report (excluding suicides). In the field of buses, coaches and trams, pedestrians and passengers are more affected and continue to be more exposed. Our actions remain focused on improving risk prevention concerning both our passengers (risks that we can manage) and our employees. In 2015, various Group subsidiaries developed actions to improve the safety of operations. Several subsidiaries organised safety events aimed at passengers and the general public (Rennes, Lyon, Courriers d’Ile-de-France). The corporate project focus week entitled “KeoLife Week” was an opportunity to raise passenger awareness of the risks prevalent in public transport. A campaign entitled ‘Rhino’ was deployed in a number of cities (in particular Brest and Caen) with the goal of passing on safety messages to public transport customers and the broader public. In partnership with the French Road Safety Association, a survey was conducted in the second half of 2015 relating to the wearing of seatbelts in coaches. This coincided with the implementation on 1 September 2015 of a new law mandating the wearing of seatbelts in coaches, and also offered insight into passenger behaviour. The findings of the survey will be published in the first half of 2016. Another initiative was to test an assistance mechanism aimed at coach and bus drivers called ‘Bird View’, giving them an overhead view of their vehicle and enabling them to identify any type of risk to pedestrians or passengers. This test provided insight into driver behaviour when at a stop or when moving away from one. Keolis’ contribution to ensuring the security of its networks came in the form of tackling fare evasion and antisocial behaviour through the following actions: reinforced patrols by inspection teams, the increase in video surveillance (90% of vehicles in France are now fitted with surveillance equipment), internal communication campaigns, the intervention of liaison officers to resolve any conflicts, the increase of its participation in community outreach offices (PIMM’S) and the maintenance of close relations with law enforcement bodies and the public prosecutor. In 2015, several networks equipped their inspectors with personal safety cameras in the stated aim of protecting them from antisocial and violent behaviour. This deployment will continue throughout 2016. 20 1. Management Report

21. 4 • Environmental information 4.1 General policy on environmental matters Keolis offers solutions to build sustainable mobility such as promoting the growth of new forms of mobility, making our expertise available to Public Transport Authorities or improving the environmental performance of public transport. The Group’s Environment approach is mainly based on feedback from its subsidiaries and on an environment management system. The Group Environment policy mentions the commitments and targets all of its activities (operations, maintenance, business, administration). This policy applies to all Group subsidiaries and is part of its corporate project. The Group Environment approach has been certified ISO 14001 since 2014. Initially, this certification applied to ten subsidiaries. In 2015, four new subsidiaries were added to the certification including Keolis Commuter Services in Boston. This joint certification has prompted proactive commitment to three issues: ◗ continuing to optimise our energy consumption, ◗ improving waste management, ◗ minimising drinking water consumption for industrial activities. Article code Subject of decree 2015 data 2014 data Indicator I-2-a-1 – organisation of the company to take environmental issues into account and, where applicable, assessment or certification programmes in terms of the environment 14,551 9,431* Number of employees covered by ISO 14001 certification 26.6% 17.6%* Percentage of employees covered by ISO 14001 certification The sum of provisions and guarantees for risks to the environment is not relevant data in view of the Group’s activities, as they do not pose a major environmental threat. - Actions taken to train and inform employees in terms of environmental protection (article I-2-a-2) Training is developed in partnership with the Keolis Training Institute. Various training modules have been added to the Keolis training catalogue to meet Group subsidiaries’ specific needs in terms of the environment. Environmental issues are also incorporated into the compulsory training course for Group drivers and the induction course for all new Keolis S.A. recruits. Different internal communication channels exist to promote environmental approaches: France and International newsletters, KeoAwards. In 2014, the first prize in the CSR category was awarded to Keolis Lille for substituting products used for maintenance with products that are less harmful to the environment and health at work. 21 1. Management Report

22. - Consideration of noise pollution and any other form of pollution specific to an activity (article I-2-b-3) In light of the three specific objectives of the Group environment policy, noise pollution is not a significant environmental issue for the Group. In accordance with our general commitments, this subject is handled locally depending on any complaints received and/or the regulations that apply on the sites concerned. 4.3 Sustainable use of resources - Water consumption and water supply depending on local factors (article I-2-c-1) Water consumption is an important environmental issue for the Keolis Group. Because of this, minimising consumption of drinking water for our industrial activities is one of the three specific objectives of our Environment policy. Locally, Group subsidiaries use drinking water as well as recycled and/or rain water to wash vehicles. As at end 2015, 58 facilities were equipped with a vehicle washing water recycling system and 14 with a rainwater collection system. In Bordeaux for example, the improvement of vehicle washing infrastructure saved 32% in water consumption. 4.2 Pollution and waste management - Measures to prevent, reduce or remedy emissions in the air, water and soil seriously affecting the environment - Measures to prevent, recycle and eliminate waste (article I-2-b-2 The Group’s Environment policy has three specific goals, one of which is to improve waste management. This issue is an important environmental challenge for the Group. To this end, the HSE Department provides Group subsidiaries with specific tools, such as a booklet, which can be customised, to raise employees’ awareness to sorting waste, a waste management procedure, a template register to monitor waste production and treatment on each site. The subsidiary Keolis Bordeaux Métropole, which has held ISO 14001 certification since 2012, came under the Group certification in 2015. The subsidiary conducts a truly proactive environmental protection policy, working closely with its public transport autho- rity Bordeaux Métropole. The ISO 14001 certification thus helped to accelerate the improvement of waste sorting and recovery. The company’s canteen started to compost its food waste, resulting in 8 tonnes being composted which otherwise would have been discarded with other household waste. Among other initiatives, the introduction of new instructions for the use of aerosols and thinners led to reduction in waste by 30% and 50% respectively. Article code Subject of decree 2015 data 2014 data Indicator I-2-b-2 – measures to prevent, recycle and eliminate waste 4,283 3,289* Tonnes of hazardous waste produced 6,976 Tonnes of non-hazardous waste produced 73% Percentage of hazardous waste recovered 46% Percentage of non-hazardous waste recovered The reduction in the quantity of hazardous waste produced is due to the improvement in monitoring occasional cleaning operations. 22 1. Management Report

23. In 2015, several Keolis Group subsidiaries are located in countries facing water shortages, i.e. Australia and Belgium (according to the World Resources Institute). Article code Subject of decree 2015 data 2014 data Indicator I-2-c-1 – water consumption and water supply depending on local factors 744,622 641,492* Volume of water purchased in m3 8% 7% Share of water consumption in areas faced with water shortages - Consumption of raw materials and measures taken to improve their efficient use (article I-2-c-2) The Group’s service activity does not entail the substantial consumption of raw materials. This subject is therefore not a major environmental issue for the Group. - Energy consumption, measures taken to improve energy efficiency and use of renewable energies (article I-2-c-3) Energy consumption is the main environmental impact of our activities. Optimising our consumption is one of the objectives of Keolis Group’s environment policy. Keolis also made a commitment to reducing its energy consumption by 10% between 2014 and 2020. This commitment will be illustrated by a performance indicator to take into account the change in our level of business: energy consumption per kilometre travelled (tonnes of oil equivalent / km). To reach this objective and support the energy transition, Keolis works in three main areas: • Improvement of behaviour Eco-driving to reduce fuel consumption of vehicles. Simulator training raises bus, coach and tram drivers’ awareness of the benefits of eco-driving. Smooth driving improves customer comfort and saves fuel, without having any impact on commercial speed. Keolis has also listed a range of products suitable for buses and coaches called ‘Konfort’, to view how driving affects consumption by measuring acce- leration and braking. Today no fewer than 3,613 vehicles are equipped with an eco-driving assistant (Konfort or similar). • Measuring and controlling the energy efficiency of entrusted assets A matrix of the main energy uses has been developed to help subsidiaries identify their areas for improvement. • Supporting Public Transport Authorities in their approaches to improve the environmental performance of their fleet and/or building renovations. For several years, Keolis has invested in a range of solutions to reduce the environmental impacts of its activities, often being a forerunner in the field. The solutions implemented are tailored to the local context and the fleet: alternative energies, particle filters, recovery systems or energy savings systems. Keolis is particularly active in this field, calling on the entire range of alternative energies, such as bio-fuels, ethanol, products from the gas sector and electrical energy. When purchasing vehicles, the Group always advises Public Transport Authorities to select models which run on alternative fuels, notably biogas. In 2015, Keolis operated more than 3,800 vehicles throughout the world running on fuels other than diesel, representing 15% of its total fleet. (By fuel type: Biodiesel (820), Bioethanol (400), Biogas (470), Diester (500) NGV (1,090), electric (220) and hybrid (375).) Keolis is continuing its actions in this field through active technological intelligence with manufacturers and equipment suppliers to identify and possibly develop solutions to optimise the environmental performance of the vehicle fleet. For example in Sweden, Keolis has been operating new hybrid buses since March 2015. These pollute 90% less than traditional diesel buses and are exceptionally fast to recharge: in the space of a mere 6 minutes, the buses recharge their batteries to 100% at their line terminuses and are ready to run another 8 km, at which point the biodiesel engine takes over. An added advantage is that these buses are quieter and therefore more comfortable for passengers. 23 1. Management Report

24. With regard to buildings, while their energy consumption is far lower than that needed to power vehicle fleets, Keolis nonetheless conducts activities to optimise certain types of energy consumption: heating, air conditioning, hot water, lighting and related systems (ventilation, pumps), machine tools and compressed air machines. Excluding heating, lighting can account for up to 50% of an electricity bill of Keolis’ infrastructure and buildings. Keolis Rennes cut its office lighting electricity consumption by 40% by fixing rules for using lighting according to needs, regularly measuring electricity consumption and using low energy lighting systems. - Land use (article II-2-c-1) The Group’s activity does not have any significant impact on land use. Concerning already urbanised areas, the use of public transport contributes to relieving traffic congestion from towns and cities. For an identical number of passengers, the road footprint of the private car is nearly 20 times more than that of the tram and 5 times more than that of the bus (source UITP). 4.4 Climate change - Greenhouse gas emissions (article I-2-d-1) Carbon dioxide emissions produced by Group activities are directly related to the energy consumption of commercial vehicles, the Group’s leading source of emissions, and to energy use by buildings (heating, lighting). In addition to the Greenhouse Gas (GHG) Emissions Statement issued by Keolis in 2012 and repeated in 2015 relating to article 75 of the French ‘Grenelle II’ Environment Act, methods to assess and reduce CO2 emissions have been put in place at subsidiary level, voluntarily or in compliance with regulations. Action plans to reduce these emissions must be established and assessed locally, particularly due to the number of contracts and the types of networks operated. In all events, actions to reduce emissions are estimated and assessed by way of an indicator which includes the notion of trip or traveller (CO2 emissions/trip/passenger.km). The Greenhouse Gas Emissions Statement for public transport must apply to a given geographical zone. Modal shift from private car to public transport can thus be measured. This helps to show that public transport is a solution to reduce global GHG emissions. In Sweden, Keolis has three wind turbines located in three different locations. Generating 9.56 GWh per year, this new source of renewable energy produces the equivalent of 33% of its annual electricity consumption. Keolis Sverige therefore plays its part in improving the local energy mix. Article code Subject of decree 2015 data 2014 data Indicator I-2-c-3 – energy consumption, measures taken to improve energy efficiency and use of renewable energies 229,266 215,932 Traction energy consumption for commercial vehicle fleets (excluding rail) in TOE 41,635 10,129 Traction energy consumption for commercial railway use in TOE 21,842 15,097* Energy consumption of company facilities in TOE 292,743 241,158 Total energy consumption in TOE The substantial increase in the consumption of energy for traction and that of company facilities relates to the inclusion within the consolidation scope of a new rail subsidiary, Keolis Commuter Service in Boston. 24 1. Management Report

25. The overall increase in the Group’s carbon dioxide emissions for 2015 can be explained by the integration of Keolis Commuter Services in Boston and Docklands Light Railway in London. The American subsidiary operates locomotives running on diesel which account for 30% of all rail kilometres travelled by the Group. The British subsidiary operates electrically-powered light rail services. In this country, the electricity emission factor is high; on average ten times higher than in France. - Adjusting to the consequences of climate change (article II-2-d-1) Adjusting to climate change is not an immediate or major issue for the Keolis Group. As a public transport player, the Group may offer recommendations for policy making, but is not a direct decision-maker in investments and other choices made by Public Transport Authorities. 4.5 Protection of biodiversity - Measures to preserve or develop biodiversity (article I-2-e-1) The predominantly urban activity of the Group does not cause a significant impact on biodiversity. However, the experience and know-how we have gathered throughout the world puts Keolis into a position where it can respond to biodiversity issues wherever necessary. Article code Subject of decree 2015 data 2014 data Indicator I-2-d-1 – greenhouse gas emissions; 5,751,885 671,688* CO2 emissions from commercial traction (excluding rail) in TCO2 e 165,817 49,644 CO2 emissions from commercial rail traction in TCO2 e 59,049 28,184* CO2 emissions of company facilities in TCO2 e 976,751 769,516 Total CO2 emissions 25 1. Management Report

26. Appendix 2 List of terms of office or functions performed in 2015 in other companies by the executive officers of KeolisB 26 1. Management Report Jean-Pierre FARANDOU President / Sole Member of the Executive Board GROUPE KEOLIS S.A.S. Chairman CEO and Director KEOLIS Chairman of Board of Directors Union des Transports Publics et Ferroviaires (since 18/06/2015) Chairman of Board of Directors Orchestre National d’Ile-de-France Michel LAMBOLEY Director KEOLIS LYON Director KEOLIS S.A. Director KEOLIS BORDEAUX Director KEOLIS BORDEAUX METROPOLE Director KEOLIS LILLE Member of Supervisory Board LION / SENECA FRANCE 1 Director EUROBUS HOLDING (Belgium) Director KEOLIS ESPANA Arnaud VAN TROEYEN Director KEOLIS Director STE. D’EXPLOITATION AEROPORT ALBERT PICARDIE Member of Supervisory Board AEROLIS Member of the Management Board STÉ D’EXPLOITATION AEROPORT DOLE JURA Managing Director STÉ D’EXPLOITATION AEROPORT DOLE JURA Permanent Representative of Keolis KEOLIS LILLE Director EFFIA (until 30/09/2015) Director ONE PARK (since 14/10/2015) Director KEOLIS TRANSIT AMERICA, INC (until 01/07/2015) Director 3695158 CANADA INC. (until 01/02/2015) Director AUTOCARS ORLEANS EXPRESS INC. (Canada) (until 14/04/2015) Member of the Supervisory Board KEOLIS NEDERLAND B.V. Director KEOLIS DOWNER PTY LTD Director KDR VICTORIA PTY LTD Director KDR GOLD COAST PTY LTD Director KEOLIS DOWNER BUS AND COACHLINES PTY LTD (Australie) (since 10/03/2015) Director KEOLIS DOWNER BUS AND COACHLINES PROPERTY PTY LTD (since 10/03/2015) Xavier HUBERT Director KEOLIS Director KEOLIS ORLEANS VAL DE LOIRE Director KEOLIS RENNES Director KEOLIS LILLE (until 18/11/2015) Olga Damiron Director KEOLIS President / Director INSTITUT KEOLIS Director KEOLIS RENNES (since 10/11/2015) Isabelle BALESTRA Director Keolis S.A. Director KEOLIS LILLE (since 18/11/2015) Patricia MEUNIER Employee Director KEOLIS CEO / Director CIE TRANSPORTS DE PERPIGNAN Director SOCIÉTÉ AUTOMOBILES DE PROVENCE Director CIE DES TRANSPORTS MEDITERRANEENS Director KEOLIS BAIE DES ANGES Director STE DES TRANSPORTS COTE D’AZUR RIVERA Director KEOLIS COTE D’AZUR Éric PATOUX Employee Director KEOLIS Director KEOLIS CHALONS EN CHAMPAGNE Director STE DES TRANSPORTS DE L’AGGLOMERATION DE CHAUNY Director KEOLIS CHATEAU THIERRY (until 26/06/2015) Chief Executive KEOLIS CHÂTEAU THIERRY (since 26/06/2015) Chief Executive KEOLIS CHAUMONT Chief Executive KEOLIS CHAUNY TERGNIER (since 26/06/2015) Director KEOLIS CHAUNY TERGNIER (until 26/06/2015) Marc VILLENEUVE Employee Director KEOLIS

27. Appendix 3 Summary of delegations of powers and authorities granted by the general assembly of the board with regard to capital increasesB Appendix 4 Table of earnings for the past five financial years (in euros) B 27 1. Management Report 2015 2014 2013 2012 2011 2010 1 - Capital at end of period a) Share capital 46,851,276 46,851,276 46,851,276 46,851,276 46,851,276 46,851,276 b) number of ordinary shares outstanding 3,904,273 3,904,273 3,904,273 3,904,273 3,904,273 3,904,273 c) Number of future shares to be created - by conversion of bonds - through the exercise of subscription rights 2 - Transactions and earnings for the period a) Share capital 196 787 773 186,836,372 175,946,238 166,466,450 156,170,734 155,223,584 b) Earnings before tax, profit sharing, depreciation and provisions 13,568,616 14,909,693 48,656,168 33,829,455 33,497,304 63,711,712 c) Tax (tax credit) on profits (15,388,189 ) (15,845,019) (10,378,714) 8,104,182 1,197,877 -327,452 d) Employee profit sharing for the year - - - 1,916,846 - - e) Earnings after tax, profit sharing, depreciation and provisions 37,599,518 25,151,149 38,731,482 59,750,217 45,477,141 20,490,765 f) Distributed earnings - 19,130,938 19,130,938 19,130,938 19,130,938 19,130,938 3 - Earnings per share a) Earnings after tax, but before allocations to depreciation and provisions 7.42 7.88 15.12 6.10 8.27 16.40 b) Earnings after tax and allocations to depreciation and provisions 9.63 6.44 9.92 15.30 11.65 5.25 c) Dividend paid on each share (Net dividend) 4.90 4.90 4.90 4.90 4.90 4 - Staff a) Average numbers employed 1,408 1,363 1,262 1,228 1,215 1,186 b) Payroll 92,565,343 90,570,432 83,312,146 78,350,555 72,169,782 74,251,465 c) Amounts paid in welfare benefits (Social Security, company benefits, etc.) 43,295,106 42,962,595 38,219,435 36,186,552 32,579,774 33,356,699 (Arts. 133, 135 and 148 of the Commercial Companies Decree) Nil..

28. 29 2. consolidATED FINANCIAL STATEMENTS A Key figures for the Group. . . . . . . . . . . . . . . 30 B Consolidated financial statements. . . . . 31 1 • Income statement. . . . . . . . . . . . . . . . . . . . . . . . . 31 2 • Statement of comprehensive income. . . . 32 3 • Statement of financial position . . . . . . . . . 33 4 • Statement of changes in equity. . . . . . . . . . 34 5 • Statement of cash flows. . . . . . . . . . . . . . . . . 35 C Notes to the consolidated financial statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 1 • General information . . . . . . . . . . . . . . . . . . . . . 36 2 • Summary of significant accounting policies. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 2.1 Basis of preparation. . . . . . . . . . . . . . . . . . . . . . . . . . . 36 2.2 Changes in accounting principles. . . . . . . . . . . . . . . . 38 2.3 Use of Management estimates in the application of the Group’s accounting standards. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 2.4 Accounting principles. . . . . . . . . . . . . . . . . . . . . . . . . 38 3 • Highlights of financial year 2015. . . . . . . . 49 4 • Notes to the consolidated income statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 4.1 Staff costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 4.2 Other operating income. . . . . . . . . . . . . . . . . . . . . . . 50 4.3 Operating profit. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 4.4 EBITDA calculation . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 4.5 Financial income / (expense). . . . . . . . . . . . . . . . . . . 51 4.6 Share in net profit for the year from investments under the equity method. . . . . . . . . . . . . . . . . . . . . . . 51 4.7 Taxation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 5 • Notes to the consolidated statement of financial position. . . . . . . . . . . . . . . . . . . . . . 54 5.1 Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 5.2. Other intangible assets . . . . . . . . . . . . . . . . . . . . . . . 55 5.3 Property, plant and equipment . . . . . . . . . . . . . . . . . 56 5.4 Investments under the equity method. . . . . . . . . . . 57 5.5 Current and non-current financial assets. . . . . . . . 58 5.6 Inventories. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 5.7 Trade and other receivables. . . . . . . . . . . . . . . . . . . . 59 5.8 Cash and cash equivalents. . . . . . . . . . . . . . . . . . . . 59 5.9 Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 5.10 Financial debt and long term borrowings. . . . . . . 60 5.11 Financial assets and liabilities by category . . . . . 64 5.12 Risk management and financial derivatives . . . . 65 5.13 Provisions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71 5.14 Operating liabilities and other debt . . . . . . . . . . . . 75 6 • Other commitments not recognised in the statement of financial position and contractual commitments. . . . . . . . . . 76 7 • Disputes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 8 • Related party transactions. . . . . . . . . . . . . 77 8.1 Transactions with GROUPE KEOLIS S.A.S. and Groupe EFFIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 8.2 Transactions with joint ventures and associates. 77 8.3 Remuneration of the Group’s key managers. . . . . . . 77 9 • Post balance sheet events. . . . . . . . . . . . . . . 77 10 • Consolidation scope. . . . . . . . . . . . . . . . . . . . 78 10.1 Subsidiaries. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78 10.2 Joint ventures and associates. . . . . . . . . . . . . . . . . 85 Statutory auditors’ report on the consolidated financial statements. . . . . . . . . . . 86 CONTENTS

29. 30 2. Consolidated financial statements (€ million) Note 31/12/2015 31/12/2014 Revenue 4,817.4 4,275.6 ◗ Revenue France 2,625.3 2,602.2 ◗ Revenue International 2,192.1 1,673.4 Revenue net of sub-contracting 4,637.2 4,101.3 Recurring EBITDA 4.4 227.2 213.9 EBITDA 4.4 206.7 187.4 Recurring operating profit 4.3 56.2 67.7 Operating profit before investments under equity method 37.0 34.5 Operating profit after investments under equity method 59.4 50.5 Profit after tax from continuing operations 4.4 14.8 Profit attributable to equity shareholders 12.0 13.6 Total equity 202.3 162.5 of which attributable to equity shareholders 150.8 141.7 Net cash flows from operating activities 108.2 141.9 Industrial investments 201.4 181.5 Net financial debt (cash surplus)1 548.2 346.9 (1) Surplus cash positions are presented in brackets Key figures for the Group A

30. 31 2. Consolidated financial statements 1 • Income statement (€ million) Note 31/12/2015 31/12/2014 Revenue 4,817.4 4,275.6 Other income from operations 18.7 25.5 Income from continuing operations 4,836.2 4,301.1 Sub-contracting (180.2) (174.3) Purchases consumed and external expenses (1,596.8) (1,451.8) Taxes (15.0) (13.6) Staff costs, incentive schemes, profit-sharing 4.1 (2,820.6) (2,458.8) Other operating income 4.2 48.5 48.3 Other operating expense (35.6) (21.9) Net provisions on current assets (0.1) (4.6) Net depreciation and other provisions charged (187.9) (163.5) Profit/(loss) on recurring fixed asset disposals 1.3 1.4 Amortisation of grants received 6.3 5.4 Recurring operating profit 56.2 67.7 Other non-recurring income 4.3 7.3 6.6 Other non-recurring expense 4.3 (24.9) (30.4) Depreciation and provisions on contractual rights 4.3 (1.6) (9.4) Of which depreciation of other intangible assets and negative goodwill 5.7 (5.3) Operating profit/loss before investments under equity method 37.0 34.5 Profit/(loss) from associates 22.4 16.0 Operating profit/(loss) after investments under equity method 59.4 50.5 Net cost of financial borrowing 4.5 (12.3) (8.7) Other financial income 4.5 7.1 7.1 Other financial expense 4.5 (15.0) (13.5) Financial income (expense) (20.2) (15.1) Profit before tax 39.2 35.4 Taxation 4.7 (34.8) (20.6) Profit after tax from continuing operations 4.4 14.8 Profit for the year 4.4 14.8 Profit/(loss) attributable to non-controlling interests 7.6 (1.3) Profit attributable to Group 12.0 13.6 Consolidated financial statements B

31. 32 2. Consolidated financial statements (€ million) 31/12/2015 31/12/2014 Profit for the year 4.4 14.8 Actuarial gains and losses on defined benefit pension schemes (0.3) (14.0) Tax on actuarial gains and losses on defined benefit pension schemes - 4.8 Share of other items in comprehensive income of investments under equity method 13.0 8.4 Items that will not be reclassified to profit or loss 12.7 (0.8) Translation differences and others 0.5 6.7 Unrealised gains and losses on financial hedging instruments 0.1 (7.8) Tax on items that may be reclassified to profit or loss (0.1) 2.7 Items that may be reclassified to profit or loss 0.6 1.6 Total gains and losses recognised directly in equity 13.2 0.8 Total comprehensive income for the year 17.7 15.6 of which attributable to: - Equity shareholders 25.2 13.7 - Non-controlling interests (7.6) 1.9 2 • Statement of comprehensive income

32. 33 2. Consolidated financial statements Assets (€ million) Note 31/12/2015 31/12/2014 Goodwill 5.1 267.3 233.6 Other intangible assets 5.2 203.9 149.7 Property, plant and equipment 5.3 711.3 620.5 Investments under the equity method 5.4 39.4 36.2 Non-current financial assets 5.5 181.0 149.8 Deferred tax asset 4.7 75.4 77.0 Non-current assets 1,478.4 1,266.9 Inventories and work in progress 5.6 82.0 78.0 Trade receivables 5.7 398.1 365.6 Other receivables 5.7 430.7 367.5 Current financial assets 5.5 18.8 19.8 Cash and cash equivalents 5.8 310.6 284.7 Current assets 1,240.3 1,115.7 TOTAL ASSETS 2,718.7 2,382.5 Liabilities (€ million) Note 31/12/2015 31/12/2014 Share capital 5.9 46.9 46.9 Reserves and premiums 5.9 91.9 81.3 Net profit/(loss) attributable to Group 5.9 12.0 13.6 Equity attributable to Group 150.8 141.7 Reserves attributable to non-controlling interests 59.1 19.5 Profit for the year attributable to non-controlling interests (7.6) 1.3 Equity 202.3 162.5 Non-current provisions 5.13 189.3 176.9 Non-current financial debt 5.10 571.3 138.9 Deferred tax liability 4.7 68.2 43.7 Non-current liabilities 828.8 359.5 Current provisions 5.13 55.3 52.0 Current financial debt 5.10 68.2 167.7 Bank borrowings 5.8 266.4 376.9 Trade payables and other liabilities 5.14 1,297.6 1,263.9 Current liabilities 1,687.5 1,860.5 TOTAL LIABILITIES 2,718.7 2,382.5 3 • Statement of financial position

33. 34 2. Consolidated financial statements (€ million) Sharecapital Reserves Translationdifferences Otherunrecognised gains/(losses), latents,nets Otherunrealisedgains/ (losses),net,not re-classifiabletoprofitorloss Sub-total Totalequity AT 31 DECEMBER 2013 46.9 140.0 (11.4) 0.3 (12.2) 116.7 163.5 Attributable to Keolis S.A. shareholders 46.9 126.7 (11.6) 0.3 (12.2) 103.2 150.0 Attributable to minority shareholders in subsidiaries - 13.3 0.2 - - 13.5 13.5 Dividends paid to Keolis S.A. shareholders - (19.1) - - - (19.1) (19.1) Change in Keolis S.A. shareholdings in its subsidiaries without losing control - (2.8) - - - (2.8) (2.8) OPERATIONS ATTRIBUTABLE TO KEOLIS S.A. SHAREHOLDERS (A) - (22.0) - - - (22.0) (22.0) Dividends paid to minority shareholders in subsidiaries - (0.3) - - - (0.3) (0.3) Change in shareholdings in subsidiaries related to gaining / losing control - - - - - - - Change in shareholdings in subsidiaries without gaining/losing control - 5.8 - - - 5.8 5.8 OPERATIONS ATTRIBUTABLE TO MINORITY SHAREHOLDERS IN SUBSIDIARIES (B) - 5.4 - - - 5.4 5.4 Profit for the year - 14.8 - - - 14.8 14.8 Requalification of non-classifiable reserves related to mergers - (2.8) - - 2.8 - - Gains / (losses) recognised directly in equity - - 6.7 (5.1) (0.8) 0.8 0.8 COMPREHENSIVE INCOME (C) - 12.0 6.7 (5.1) 2.0 15.6 15.6 CHANGE IN THE YEAR (A+B+C) - (4.6) 6.7 (5.1) 2.0 (1.0) (1.0) Attributable to Keolis S.A. shareholders - (8.4) 6.1 (5.1) 2.0 (5.5) (5.5) Attributable to minority shareholders in subsidiaries - 6.7 0.7 - - 7.3 7.3 AT 31 DECEMBER 2014 46.9 135.0 (4.3) (4.9) (10.2) 115.7 162.5 Attributable to Keolis S.A. shareholders 46.9 115.5 (5.6) (4.9) (10.2) 94.9 141.7 Attributable to minority shareholders in subsidiaries - 19.5 1.3 - (0.1) 20.8 20.8 Dividends paid to Keolis S.A. shareholders - (19.1) - - - (19.1) (19.1) Other changes (including effects of application of IFRIC 21) - 3.0 - - - 3.0 3.0 OPERATIONS ATTRIBUTABLE TO KEOLIS S.A. SHAREHOLDERS (A) - (16.2) - - - (16.2) (16.2) Dividends paid to minority shareholders in subsidiaries - (0.5) - - - (0.5) (0.5) Change in shareholdings in subsidiaries related to gaining / losing control - - - - - - - Change in shareholdings in subsidiaries without gaining/losing control - 38.9 - - - 38.9 38.9 OPERATIONS ATTRIBUTABLE TO MINORITY SHAREHOLDERS IN SUBSIDIARIES (B) - 38.4 - - - 38.4 38.4 Profit for the year - 4.4 - - - 4.4 4.4 Gains / (losses) recognised directly in equity - - 0.5 0.1 12.7 13.2 13.2 COMPREHENSIVE INCOME (C) - 4.4 0.5 0.1 12.7 17.6 17.6 CHANGE IN THE YEAR (A+B+C) - 26.6 0.5 0.1 12.7 39.8 39.8 Attributable to Keolis S.A. shareholders - (4.2) 0.4 0.1 12.7 9.0 9.0 Attributable to minority shareholders in subsidiaries - 30.8 - - - 30.8 30.8 AT 31 DECEMBER 2015 46.9 161.6 (3.8) (4.8) 2.4 155.5 202.3 Attributable to Keolis S.A. shareholders 46.9 111.3 (5.1) (4.8) 2.5 103.9 150.8 Attributable to minority shareholders in subsidiaries - 50.3 1.3 - - 51.5 51.5 4 • Statement of changes in equity RESERVES AND OTHER Items that may be reclassified to profit or loss

34. 35 2. Consolidated financial statements (€ million) Note 31/12/2015 31/12/2014 Operating profit before investments under equity method 4.3 37.0 34.5 Non-cash items 4.4 169.8 152.9 EBITDA 4.4 206.7 187.4 Elimination of provisions on current assets - 4.6 Changes in working capital (70.6) (32.3) Tax paid (28.0) (17.8) A) Net cash from operating activities 108.2 141.9 Capital expenditure (201.4) (181.5) Proceeds from the sale of tangible and intangible assets 44.5 33.9 Investment grants received 8.1 2.5 Change in financial assets for concessions (IFRIC 12) (14.2) (19.1) Financial investments (140.1) (90.0) Proceeds from disposal of financial assets 6.5 10.9 Cash flows on changes in reporting scope 4.7 27.2 B) Net cash from investing activities (292.0) (216.1) Free cash flow (183.8) (74.3) Net dividends paid (19.6) (19.7) Net dividends received 31.8 13.3 Change in equity (other transactions with shareholders) 38.7 13.0 New borrowings 443.7 59.3 Borrowings repaid (160.2) (120.2) Interest received 1.3 1.1 Interest paid (13.0) (9.8) Change in other financial debts 0.1 0.1 Other (3.7) (6.2) C) Net cash from financing activities 319.1 (69.2) D) Foreign exchange translation differences 1.5 3.0 Change in cash and cash equivalents (A+B+C+D) 136.7 (140.4) Cash and cash equivalents at beginning of period 5.8 (92.5) 47.9 Cash and cash equivalents at end of period 5.8 44.2 (92.5) Change in cash and cash equivalents 136.7 (140.4) 5 • Statement of cash flows