ASSYSTEM_Registration_Document_2017

PRESENTATION OF THE GROUP

HISTORY

In line with these same objectives:

● The acquisition of all of the shares of Edison Technical Recruitment Limited (“Edison”), a company based in Birmingham in the UK. Edison is a leading specialist engineering recruitment agency with a particular focus on electronics, electrical systems and software engineering and is a preferred partner for the UK's main automotive industry players. Edison offers expert recruitment services to blue chip OEMs and Tier One suppliers in the UK, in areas such as R&D, product development, electrical/electronics engineering and chassis and powertrain engineering. 2017: A MAJOR STRATEGIC TURNING POINT – TRANSFER OF CONTROL OF THE GPS DIVISION TO ARDIAN AND ACCELERATION OF BUSINESS EXPANSION FOR THE E&I DIVISION In 2017, Assystem made two key strategic moves, with the aim of speeding up the growth of its two core businesses – GPS and E&I. These moves have clear advantages for both businesses, giving our clients solutions that closely meet their needs while opening up opportunities for our people and creating value for our shareholders. TRANSFER OF CONTROL OF THE GPS DIVISION As announced on 11 May 2017, on 28 September 2017, Assystem SA transferred its outsourced R&D division – Global Product Solutions (GPS) – to a special-purpose acquisition company 60.77% owned by an investment fund managed by the private equity firm, Ardian, and 39.23% owned by Assystem. Out of the €530 million sale proceeds (after costs and taxes related to the transaction), Assystem reinvested €124.3 million in equity and quasi-equity issued by the parent of the acquisition company. This investment has been consolidated by the equity method in Assystem’s financial statements since 1 October 2017. The acquisition company was then named Assystem Technologies Groupe. At 31 December 2017, Assystem Technologies Groupe and its subsidiaries had more than 9,000 employees working in a dozen countries. It partners clients in the aeronautics, defence, automotive, transport and industry sectors, from the design through to marketing of their products and services. Its business is highly technical and it draws on proven expertise in complex and critical systems. The aim of the overall operation was twofold: (i) to enable Assystem Technologies to remain one of the leading players in the consolidation process currently taking place in the outsourced R&D market by giving it access to the resources and expertise that Ardian deploys to support the growth of its holdings (particularly in terms of identifying, financing and integrating acquisitions), therefore helping it to diversify its geographic presence and client portfolio, and (ii) to enable Assystem to retain an interest in the new entity’s value creation thanks to the stake in its capital.

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● In early February 2018, through a public tender offer launched on 15 December 2017 on the Alternative Investment Market of the London Stock Exchange, Assystem Technologies acquired a controlling interest of over 95% in the German Group, SQS. SQS has 4,500 employees in 19 countries (including 2,000 in India) and generates over €320 million in annual revenue. It has built up solid and widely-recognised expertise in providing digital strategy consulting services to its clients and carrying out tests for software applications, systems, processes and networks. With some 14,000 employees, the merged outfit will generate around €1 billion in revenue (based on 2017 business volumes), of which approximately 60% will derive from outside France and over 15% from the bank/ insurance sector in which Assystem Technologies was not present before the acquisition. ● On 31 January 2018, Assystem invested €60.7 million in an equity financing round carried out by Assystem Technologies Groupe (ATG, the parent of Assystem Technologies) for the purpose of helping finance the acquisition of SQS. Following this financing round, Assystem’s interest in the newly-configured ATG was a slightly lower 38.16%. Assystem’s participation in the financing – which brought its total investment in ATG to €185 million – was funded by credit facilities arranged with Assystem’s banks in addition to its existing facilities so that it could retain the financial resources it needs to grow Assystem Energy & Infrastructure. REFOCUSING ON THE ENERGY & INFRASTRUCTURE DIVISION (ASSYSTEM E&I) The transfer of control of its GPS division has meant that Assystem can now refocus on the growth of the division that it still wholly controls – Energy & Infrastructure. In line with this objective, in late 2017, Assystem acquired a 5% stake in Framatome, strengthening its long- standing partnership with EDF, the key client of the E&I division's Nuclear business. It also carried out two other strategic acquisitions towards the end of the year. The first of these strengthens its position in life sciences – which is a priority development sector for the E&I division’s Energy Transition & Infrastructures business – and the second benefits both of the division’s businesses by giving it a leading position in the project management field in France. Strengthening Assystem’s long-standing partnership with EDF – Acquisition of a 5% stake in Framatome As a leading nuclear engineering player, Assystem is well placed to leverage the anticipated rapid growth in demand for nuclear engineering throughout the world as fossil fuels are replaced by low-carbon sources of electricity. With this in mind, in late 2017 Assystem took part in the reconfiguration of the French nuclear industry by purchasing from Areva NP a 5% ownership interest in Framatome, for €123.7 million. Consequently, Framatome – which generates annual revenue of around €3 billion – is now 75.5% owned by EDF, 19.5% by Mitsubishi Heavy Industries Ltd and 5% by Assystem. It is the Company to which Areva NP transferred its assets and activities related to (i) the design and supply of nuclear reactor equipment, (ii) the design and supply of fuel assemblies and (iii) services provided to a large worldwide installed base of nuclear reactors.

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ASSYSTEM

REGISTRATION DOCUMENT 2017