Assystem - 2015 Registration Document

7

INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL

INFORMATION ON THE SHARE CAPITAL

7.2.4

ADDITIONAL INFORMATION ON SHARE CAPITAL

Authorised share capital The table below summarises the statement of current financial authorisations, as voted by the General Meeting of 22 May 2015 and their use during 2015.

GM at which the Extraordinary resolution was approved

Maximum amount of capital increase/reduction

Use in 2015

Authorisation

Duration

Cancellation capped at 10% of the shares making up the Company’s share capital at the transaction date

18 months (up to 22/11/2016) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017) 26 months (up to 22/07/2017)

To reduce the Company’s capital through the cancellation of shares purchased under share buyback programmes. To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, with pre-emptive subscription rights. To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, without pre- emptive subscription rights To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, without pre-emptive subscription rights, by way of a private placement. To set the issue price for issues of shares and/or securities carrying rights to shares carried out without pre-emptive subscription rights, subject to a ceiling of 10% of the Company’s capital as well as the ceilings provided for at the GM. To increase the amount of issues carried out with or without pre-emptive subscription rights pursuant to the 19 th to 21 st resolutions. To set a blanket ceiling for the overall amount by which the Company’s capital may be increased (pursuant to the 19 th to 21 st resolutions and the 23 rd resolution).

22/05/2015 (18 th resolution)

No

Maximum nominal amount of capital increase(s): €10,000,000

22/05/2015 (19 th resolution)

No

Maximum nominal amount of capital increase(s): €7,000,000

22/05/2015 (20 th resolution)

No

Maximum nominal amount of capital increase(s): €2,000,000

22/05/2015 (21 st resolution)

No

10% of the Company’s share capital per 12-month period, and subject to the ceilings provided for at the GM

22/05/2015 (22 nd resolution)

No

22/05/2015 (23 rd resolution)

Up to 15% of the original issue €10,000,000 maximum nominal amount for issues of shares and €180,000,000 maximum nominal amount for issues of debt securities

No

22/05/2015 (24 th resolution)

No

To increase the Company’s capital by capitalising share premiums, reserves, profit or other eligible items.

Maximum nominal amount of capital increase: €20,000,000

22/05/2015 (25 th resolution)

No

Yes Board of Directors meeting 29 April 2015: 2,500 free shares awarded to an employee vesting period: 29 April 2015- 29 April 2017 lock-up period: 29 April 2017- 29 April 2019

3% increase in the nominal amount of the Company’s capital at the award date Including 1% of the nominal amount for shares issued without performance conditions to certain employees (excluding executive directors) €500,000, representing a maximum total of 500,000 shares, i.e. 2.25% of the Company’s capital €664,600, representing a maximum total of 664,660 shares, i.e. 3% of the Company’s capital Including 1% of the nominal amount for shares issued without performance conditions to certain employees (excluding executive directors)

38 months (up to 22/07/2018) 18 months (up to 22/11/2016)

22/05/2015 (26 th resolution)

To award free shares (existing or newly-issued shares). To issue BSAAR or BSA stock warrants (without pre- emptive subscription rights) to employees and officers of the Company and its subsidiaries.

22/05/2015 (27 th resolution)

No

38 months (up to 22/07/2018)

To issue stock options to employees and/or corporate officers.

22/05/2015 (28 th resolution)

No

Same period as that in the resolution concerned

To set a blanket ceiling on the amount of the issues carried out pursuant to the 26 th , 27 th and 28 th resolutions. To increase the Company’s capital through shares and/or securities carrying rights to shares issued by the Company to members of a Company or Group savings plan. To use shareholder authorisations in force to increase the Company’s capital during a takeover bid for the Company’s shares.

22/05/2015 (29 th resolution)

Ceiling: 1,829,320 shares Maximum nominal amount of 2% of the Company’s capital at the issue date

No

26 months (up to 22/07/2017) 18 months (up to 22/11/2016)

22/05/2015 (30 th resolution)

No

22/05/2015 (31 st resolution)

No

164

ASSYSTEM

FINANCIAL REPORT 2015