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INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

7

INFORMATION ABOUT THE SHARE CAPITAL

7.2.9

TREASURY SHARE TRANSACTIONS

CARRIED OUT BY THE COMPANY IN 2016

(ARTICLE L. 225-211 OF THE FRENCH

COMMERCIAL CODE)

At the Annual General Meeting of 24 May 2016, the shareholders

granted an authorisation to put in place a share buyback programme.

This new authorisation superseded the previous authorisation granted for

the same purpose in the seventeenth resolution of the Annual General

Meeting of 22 May 2015.

7.2.10

DESCRIPTION OF THE SHARE BUYBACK

PROGRAMME (SET UP IN ACCORDANCE

WITH ARTICLE 241-2 OF THE AMF’S

GENERAL REGULATIONS)

In compliance with Article L. 225-209 of the French Commercial Code,

at the Annual General Meeting held on 24 May 2016, Assystem’s

shareholders granted the Company an eighteen-month authorisation

to buy back its own shares, expiring on 24 November 2017. This

authorisation superseded the previous authorisation granted for the same

purpose at the Annual General Meeting of 22 May 2015.

A document describing the share buyback programme put in place

by the Board of Directors at its 24 May 2016 meeting was filed

electronically with the 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). The overall

ceiling on the programme is €55,000,000.

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/

performance 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;

for subsequent cancellation; 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.

7.2.11

USE OF SHARE BUYBACK PROGRAMMES IN 2016

The table below provides a summary of Assystem’s use of its share buyback programmes during 2016:

Treasury shares held at 31/12/2015

680,149

Number of shares used per end-purpose

Liquidity contracts and share buyback mandate:

Shares purchased under the liquidity contract

247,091

Shares purchased under the share buyback mandate

423,020

Shares sold under the liquidity contract

(234,603)

Shares cancelled during the year

Shares sold outside the scope of the liquidity contract

Shares allocated to employees or officers:

Shares delivered under free or performance share plans

(30,530)

Shares delivered to redeem Ornane bonds

(346)

Shares used for external growth transactions:

Shares used as payment in connection with external growth transactions

(16,339)

Shares cancelled:

Shares cancelled during the year

Shares cancelled during the past 24 months

Treasury shares held at 31/12/2016

1,068,442

Value of shares held at 31/12/2016 at the average purchase price

22,728,093

Additional information

(in euros)

:

Average purchase price

23.39

Average sale price

21.37

Transaction costs

127,197

ASSYSTEM

REGISTRATION DOCUMENT

2016

158