Assystem - 2015 Registration Document

REPORTS OF THE BOARD OF DIRECTORS

SPECIAL REPORT ON THE ALLOCATION OF FREE SHARES AND PERFORMANCE SHARES

8.3 SPECIAL REPORT ON THE ALLOCATION OF FREE SHARES AND PERFORMANCE SHARES

8.3.1

FREE SHARE AND PERFORMANCE SHARE AWARDS (ARTICLE L. 225-197-4 OF THE FRENCH COMMERCIAL CODE)

In the year ended 31 December 2012 The Management Board, using the authorisation granted by the Extraordinary General Meeting of 5 May 2010, in its 15 th resolution: ● awarded 60,000 performance shares to members of the Company’s Management Board (with the exception of the Chairman) at its meeting of 13 March 2012. These shares will vest after a period of three years subject to the beneficiaries still forming part of the Group at that date and to the achievement of the applicable performance conditions (with each condition accounting for one third of the vested shares). ● awarded 1,000 free shares to salaried employees of Group companies in France at its meeting on 13 March 2012 (1) ; ● awarded 46,393 performance shares to salaried employees of the Group at its meeting on 7 November 2012 (1) . The vesting periods under these plans ended on 14 March 2015 and 8 November 2014 respectively and the applicable lock-up periods will end on 8 November 2016 and 14 March 2017 respectively. In the year ended 31 December 2013 No free shares or performance shares were awarded in 2013. In the year ended 31 December 2014 The Management Board, using the authorisation granted by the Extraordinary General Meeting of 22 May 2013, in its 19 th resolution: ● awarded 9,000 free shares to salaried employees of Group companies in France at its meeting on 24 March 2014 (1) ; ● awarded 6,000 free shares to salaried employees of Group companies in France at its meeting on 12 May 2014 (1) .

GENERAL MEETING OF 24 MAY 2016 To the shareholders,

In accordance with the provisions of Article L. 225-197-4 of the French Commercial Code, we have prepared the following report on free shares and/or performance shares awarded (i) to officers and certain employees of the Company, and (ii) by Assystem subsidiaries.

8.3.2

FREE SHARE AND PERFORMANCE SHARE AWARDS DECIDED BY THE COMPANY’S MANAGEMENT BOARD

In the year ended 31 December 2011 The Management Board, using the authorisation granted by the Extraordinary General Meeting of 5 May 2010, in its 15 th resolution: ● awarded 20,500 performance shares to salaried Group employees at its meeting of 13 April 2011; ● awarded 43,360 performance shares to salaried Group employees at its meeting of 28 October 2011; ● awarded 108,900 performance shares to salaried employees of Group companies in France and abroad at its meeting of 29 November 2011. The vesting periods under these free share plans ended on 14 April 2013, 29 October 2013 and 30 November 2013 respectively and the applicable lock-up periods ended on 14 April 2015, 29 October 2015 and 31 March 2016 respectively.

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(1) These free shares will only vest if the beneficiary still forms part of the Group at the vesting date.

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ASSYSTEM

FINANCIAL REPORT 2015