Assystem - 2015 Registration Document

INFORMATION ABOUT THE COMPANY AND SHARE CAPITAL

INFORMATION ON THE SHARE CAPITAL

The table below provides a summary of the free share and performance share plans put in place by the Group (see Note 26 of Chapter 6.1):

04/2011 plan

10/2011 plan

11/2011 plan

03/2012 plan

11/2012 plan

03/2014 plan

05/2014 plan

05/2014 plan

07/2014 plan

Date of GM

15/05/2008

05/05/2010 05/05/2010

05/05/2010

05/05/2010 22/05/2013 22/05/2013 22/05/2014 22/05/2014

Date of award (Management Board) Number of free shares or performance shares awarded

13/04/2011

28/10/2011 29/11/2011

13/03/2012

07/11/2012 24/03/2014 12/05/2014 22/05/2014 07/07/2014

20,500

43,360

108,900

60,000

1,000

46,393

9,000 *

6,000 *

500 *

1,500 *

Number of beneficiaries Vesting date

1

3

1,707

57

5

1

2,006

2

1

1

3

14/04/2013 14/04/2013 29/10/2013 31/03/2014 14/03/2015 13/03/2014 08/11/2014 24/03/2016 12/05/2016 22/05/2016 7/7/2016 End of lock-up period 14/04/2015 14/04/2015 29/10/2015 31/03/2016 14/03/2017 13/03/2016 08/11/2016 24/03/2018 12/05/2018 22/05/2018 7/7/2018 Number of free shares or performance shares vested 0 18,000 33,599 91,176 49,780 1,000 37,401 0 0 0 0 Number of free shares not yet vested 2,500 0 0 0 0 0 0 9,000 6,000 500 1,500 * Share awards subject to a single condition, i.e. that the beneficiary still forms part of the Group at the vesting date.

7.2.10 TRANSACTIONS CARRIED OUT

The shares purchased under the buyback programme may be used for the following purposes: ● to maintain the liquidity of the Company’s shares under a liquidity contract entered into with an investment services provider that complies with a Code of Conduct recognised by the AMF; ● to honour obligations associated with stock option and/or free share plans, employee savings schemes or other share allotments made to employees and officers of the Company or related companies; ● for allocation on exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for the Company’s shares; ● to be held and subsequently used in exchange or as payment in connection with external growth transactions; ● or more generally, for any purpose authorised by law or any market practice that may be permitted by the market authorities, provided that in such a case the Company notifies its shareholders by way of a press release; In the event of a corporate action, such as the capitalisation of reserves and a bonus share allotment, a stock split or reverse stock split, the prices indicated above will be adjusted accordingly. If the Company buys back its own shares without subsequently cancelling them, this may have an impact on its taxable earnings if the shares are then sold or transferred at a different price than their purchase price. ● for subsequent cancellation,

BY THE COMPANY ON ITS TREASURY SHARES DURING THE FINANCIAL YEAR (ARTICLE L. 225-211 OF THE FRENCH COMMERCIAL CODE)

The General Meeting of 22 May 2015 authorised the implementation of a share buyback programme that substituted for that authorised by the tenth resolution of the General Meeting of 22 May 2014. 7.2.11 SHARE BUYBACK PROGRAMME (ESTABLISHED IN ACCORDANCE WITH ARTICLE 241–2 OF THE AMF GENERAL REGULATIONS) In compliance with the provisions of Article L. 225-209 of the French Commercial Code, at the Ordinary General Meeting held on 22 May 2015, Assystem’s shareholders granted the Company an eighteen-month authorisation to buy back its own shares, expiring on 22 November 2016. This authorisation superseded the previous authorisation granted for the same purpose at the Ordinary General Meeting of 22 May 2014. A document describing the share buyback programme implemented by the Board of Directors at its meeting of 22 May 2015 was filed electronically with the French securities regulator (AMF) and published electronically by Hugin InPublic (a professional distributor on the AMF list). The shares bought back under the programme may not represent over 10% of the Company’s capital and the maximum purchase price set by the Company’s shareholders was €30 (excluding costs) for an overall ceiling fixed at €45,000,000.

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ASSYSTEM

FINANCIAL REPORT 2015