ASSYSTEM_Registration_Document_2017

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FINANCIAL STATEMENTS

PARENT COMPANY FINANCIAL STATEMENTS

The revolving credit facility (and the medium-term loan set up on 19 January 2018) are subject to a financial covenant, under which Assystem’s consolidated net debt/EBITDA ratio must not exceed 3.75 at 31 December and 3.95 at 30 June each year. This covenant was respected at 31 December 2017. Changes in share capital and issue premiums The Company’s share capital totalled €15,668,216 at 31 December 2017. A €6,550,000 capital reduction was carried out during the year by way of share cancellations, breaking down as (i) €6 million corresponding to the par value of cancelled shares that were bought back under the Company’s share buyback offer, and (ii) €550 thousand corresponding to the par value of cancelled shares that were already held in treasury. Significant events after the reporting date On 31 January 2018, Assystem SA contributed €60.72 million to the equity and quasi equity financing round organised by Assystem Technologies Groupe (ATG) to help fund the acquisition of a German company – SQS – by an ATG subsidiary. Assystem SA’s investment took the form of €30.36 million worth of ordinary shares and €30.36 million worth of convertible bonds with the same characteristics as those purchased on 28 September 2017. This additional investment in ATG was financed by the increase in the revolving credit facility and by the new medium-term loan set up on 19 January 2018 (see “Bank borrowings” above). Following its participation in this financing round, since 1 February 2018, Assystem SA has held a 38.17% interest in ATG’s equity and quasi-equity (including 38.16% of its ordinary shares). ASG LEGAL DISPUTE ASG is involved in a legal dispute with Acergy (since renamed Subsea 7) and Iska Marine concerning a fire that occurred in January 2010 on board a ship – the Acergy Falcon – which was dry-docked in Brest for maintenance at the time. There were a number of procedural developments in this case during 2017. Following the dispute’s re- listing by the Brest Commercial Court in 2016, on 21 July 2017 this court ordered Subsea 7 and its insurers to disclose certain information to ASG and provided for a fine to apply if this order was not respected. Subsea 7 and its insurers complied with the order by disclosing a certain number of documents in early October 2017. At the procedural hearing on 24 November 2017, ASG requested an adjournment to be able to examine all of the documents disclosed. Consequently, the date for ASG to file its pleading has been postponed to 2 March 2018. As in prior periods, Assystem still considers that there is no evidence that ASG was at fault or that it will necessarily be held fully or partially liable. In addition, as in previous periods, Assystem confirms that in Risk factors

A €4,310 thousand provision was recognized in the financial statements for four of the seven free share/performance share plans set up in 2016 and 2017 for employees of Group companies, with the same amount recognised in accrued income. A €95 thousand provision was recognised for the other three plans. Change in the Assystem Group’s ownership structure The Assystem Group is controlled by HDL Development, which held 61.34% of the Company’s capital at 31 December 2017 and 76.86% of its exercisable voting rights. HDL Development is 70.48%-controlled by HDL (of which 41.74% directly and 28.74% through CEFID, H2DA and EEC). HDL is wholly controlled by Dominique Louis, Chairman and Chief Executive Officer of Assystem, who also directly owns 0.39% of the capital of HDL Development. The remaining 29.13% of HDL Development’s capital is owned as follows: 22.85% by Tikehau Capital SCA, 3.27% by the Tikehau Preferred Capital fund and 3.01% by managers and former managers of the Group. Convertible bonds At 31 December 2017 all of the Company’s bonds had been redeemed in full. BUYBACK OF BONDS REDEEMABLE IN CASH AND/OR IN NEW OR EXISTING SHARES WITH A MATURITY DATE OF 1 JANUARY 2017 (“ORNANE 2017 BONDS”) AND SUBSEQUENT REPURCHASE PROCEDURE On 10 January 2017, Assystem SA bought back its remaining 3,757 Ornane bonds for €83 thousand (excluding accrued coupons). BUYBACK OF PERPETUAL BONDS REDEEMABLE IN CASH AND/OR IN NEW AND/OR EXISTING SHARES (“ODIRNANE BONDS”) AND SUBSEQUENT REPURCHASE PROCEDURE The 490,268 Odirnane bonds that remained outstanding at 31 December 2016 (representing 8.8% of the original issue) were redeemed in full in cash, between end-February and 6 March 2017 without any Assystem shares allocated to their holders. The total cost of these redemptions, including accrued coupons, was €14.35 million. Bank borrowings On 28 September 2017, the Company set up a €120 million revolving credit facility with a new banking pool. This facility has a five-year term with two one-year extension options exercisable by Assystem SA but subject to the lenders’ agreement. None of this facility – whose purpose is to finance the Company’s general corporate requirements – had been drawn down at 31 December 2017. On 19 January 2018, Assystem obtained an increase in this revolving credit facility with the same banking pool, raising it to €150 million, and set up a medium-term loan of €30 million maturing in September 2022 (See “Significant events after the reporting date” below for further details).

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ASSYSTEM

REGISTRATION DOCUMENT 2017