ASSYSTEM_Registration_Document_2017

7

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

INFORMATION ABOUT THE COMPANY’S SHARE CAPITAL

public, on subjects of significant importance for understanding the Company’s strategy. The Company also holds periodic meetings for financial analysts and journalists to explain, in an interactive way, the Group’s challenges, services and results. The annual report, presented and filed as a Registration Document with the AMF, as well as the interim financial report are widely distributed within the financial community. All of the Company’s shares represent share capital. At 31 December 2017, the Company’s share capital amounted to €15,668,216, divided into 15,668,216 shares with a par value of €1 each. During 2017, Assystem SA launched a share buyback offer under which it proposed to shareholders to buy back up to 6,000,000 Assystem shares at a unit price of €37.50. Following the end of the offer period, which ran from 24 November to 14 December 2017, on 19 December 2017, the AMF published a notice stating that 10,507,041 Assystem shares had been tendered to the offer. After applying the reduction mechanism provided for in Article R. 225-155 of the French Commercial Code, Assystem bought back, for an aggregate €225 million, 6 million Assystem shares with a par value of €1 each at a unit price of €37.50. These shares represented 27.00% of the shares making up Assystem’s capital and 28.35% of the number of Assystem shares outstanding (i.e. the number of shares making up the capital less the number of shares held in treasury). All of the shares bought back under the offer were cancelled on 21 December 2017, together with 550,000 treasury shares, by way of a decision taken by Assystem’s Chairman and Chief Executive Officer acting under powers delegated to him by the Board of Directors. Consequently, the Company’s capital was reduced to 15,668,216 shares with a par value of €1 each. The breakdown of Assystem’s share capital and voting rights at 31 December 2017 is shown in the table below, which sets out the number of theoretical voting rights and the number of actual voting rights exercisable at General Meetings excluding shares that do not have voting rights, such as treasury shares. 7.2.2 ASSYSTEM’S SHARE CAPITAL

● the 30 calendar days preceding the publication of the Company’s half-yearly results press release; ● the 15 calendar days preceding the publication of the Company’s quarterly, half-yearly and annual revenue press releases. For 2018, these periods correspond to:

● 23 January to 7 February (inclusive); ● 17 February to 19 March (inclusive); ● 11 April to 26 April (inclusive);

● 11 July to 26 July (inclusive);

● 12 August to 10 September (inclusive); ● 24 October to 8 November (inclusive).

Insiders may only carry out trades in the Company’s shares as from the trading session following the publication of the press release concerned and provided that the insider carrying out the trade does not hold any other inside information. Access to information All shareholders have access to full, transparent and clear information, which is tailored to their specific needs and provides an objective assessment of Assystem’s growth strategy and results. This financial communication policy aims to ensure that all shareholders have information in compliance with usual business practices. The Company publishes a wide variety of documents, including those issued for regulatory information purposes, covering the Company’s business and strategy and financial information. These documents – which include the Registration Document, the interim financial report, quarterly revenue releases, the Company’s Articles of Association and the Board of Directors’ Rules of Procedure – are available on the Group’s website at www.assystem.com, in French and English. Assystem publishes notifications in the Bulletin des annonces légales obligatoires (BALO) (French legal gazette) as well as in the Journal d’Annonces Légales (JAL) and via Nasdaq InPublic. It also issues as regulatory information the periodic and annual information required for listed companies. The financial information issued by the Company is supplemented by press releases for the financial community and, more generally, the

AT 31 DECEMBER 2017

% of share capital

Exercisable voting rights

Theoretical voting rights

Shares

%

%

HDL Development

9,611,013 5,548,050

61.34 19,222,026

76.86 19,222,026

75.32 22.68

Free float

35.41

5,787,791

23.14

5,787,791

Treasury shares

509,153

3.25

0

0

509,153

2.00 100

Total

15,668,216

100 25,009,817

100 25,518,970

A table showing the changes in the Company’s share capital over the last three years is provided in Section 7.2.14 below.

At the date this Registration Document was filed, the Company was controlled by HDL Development (1) , which has been the Company’s stable and long-term controlling shareholder since it launched a takeover bid in the first quarter of 2014.

(1) HDL Development is controlled on a 70.48% basis by HDL (of which 41.74% directly and 28.74% through CEFID, H2DA and EEC). In turn, HDL is wholly controlled by Dominique Louis, Chairman & CEO of Assystem, who also directly owns 0.39% of the capital of HDL Development. The remaining 29.13% of HDL’s capital is held as follows: 22.85% by Tikehau Capital SCA, 3.27% by the Tikehau Preferred Capital mutual fund and 3.01% by managers and former managers of the Group.

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ASSYSTEM

REGISTRATION DOCUMENT 2017