ASSYSTEM_Registration_Document_2017

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FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

FREE SHARE AWARDS WITH OR WITHOUT PERFORMANCE CONDITIONS

2017 plan

2011 plan

2014 plan Number of free shares 17,000

2015 plan

2016 plan

2016 plan

Number of performance shares

Number of free shares 2,500

Number of free shares

Number of free shares

Number of free shares

Outstanding at 1 January 2016

19,650

-

-

-

Shares awarded during the year

-

-

-

7,000

300,300

-

Shares not awarded due to non-achievement of performance conditions

-

- -

- - -

- - -

- - -

- - -

Shares forfeited during the year Shares delivered during the year

(2,620) (17,030)

(13,500)

Outstanding at 31 December 2016

-

3,500

2,500

7,000

300,300

-

Shares awarded during the year

-

-

-

-

-

86,750

Shares not awarded due to non-achievement of performance conditions

- - - -

- - - -

- -

- - - -

-

-

Shares forfeited during the year Shares delivered during the year Shares cancelled during the year

(5,660)

(1,000)

(2,500)

-

- -

-

(137,700) 156,940

Outstanding at 31 December 2017

- -

3,500 2018

-

7,000 2018

85,750

Year of vesting (*)

2017

2020

2020

* The year of vesting varies depending on the beneficiaries’ country of residence.

FAIR VALUE OF FREE SHARE AWARDS WITH OR WITHOUT PERFORMANCE CONDITIONS

2017

2016

Weighted average fair value of free shares awarded during the year (in euros per share)

32.79

21.68

“Profit from discontinued operations”), mainly due to the acceleration of vesting rights following the cancellation of the performance shares. As Plan 3 has been classified as a replacement plan, the above- described operation was recognised as an amendment to an existing plan. Consequently, and in view of the fact that the difference between the fair value of the existing plan at the replacement date and the fair value of the new plan (Plan 3) represented a positive amount, no other expenses were recognised in relation to Plan 3.

When it transferred the control of GPS, the Group (i) cancelled 137,700 performance shares out of the 300,300 awarded in 2016, (ii) removed the performance condition for a portion of the unvested outstanding shares, and (iii) awarded 66,250 shares (under Plan 3) to replace the cancelled shares. The shares awarded under Plan 3 are not subject to any performance conditions and the only applicable vesting condition is that the beneficiary must still be with the Group in April 2020. These changes resulted in an additional share-based payment (recognised in

RELATED-PARTY INFORMATION Compensation and benefits granted to the Company’s directors and officers break down as follows:

2017 (1.4) (0.3)

2016 (2.0) (0.2)

In millions of euros

Salaries and other short-term benefits*

Directors’ fees

Share-based payments

-

-

Total (2.2) * This corresponds to the direct compensation (including payroll taxes) and indirect compensation paid to (i) members of the Board of Directors in their capacity as executive directors and (ii) the Company’s officers. (1.7)

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ASSYSTEM

REGISTRATION DOCUMENT 2017