ASSYSTEM_Registration_Document_2017

INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL SPECIAL REPORT ON AWARDS OF FREE SHARES AND PERFORMANCE SHARES

7.4 SPECIAL REPORT ON AWARDS OF FREE SHARES AND PERFORMANCE SHARES

7.4.2

FREE SHARE AND PERFORMANCE SHARE AWARDS DECIDED BY THE COMPANY’S BOARD OF DIRECTORS

Annual General Meeting of 16 May 2018 To the Shareholders,

In accordance with Article L. 225-197-4 of the French Commercial Code, we hereby report to you on free share and performance share awards made (i) to corporate officers and certain employees of Assystem, and (ii) within Assystem’s subsidiaries.

In the year ended 31 December 2014 During 2014, the Board of Directors used the authorisation granted by shareholders in the 25 th resolution of the 22 May 2014 Annual General Meeting as follows: ● At its meeting on 22 May 2014, it awarded 500 free shares to certain employees of Group companies in France (1). ● At its meeting on 7 July 2014, it awarded 1,500 free shares to certain employees of Group companies in France (1) . The vesting periods under the plans concerned ended on 24 March, 12 May, 22 May and 7 July 2016 respectively and the applicable lock-up periods end on 24 March, 12 May, 22 May and 7 July 2018. In the year ended 31 December 2015 At its meeting on 29 April 2015, the Board of Directors used the authorisation granted by shareholders in the 25 th resolution of the 22 May 2014 Annual General Meeting to award 2,500 free shares to an employee of a Spanish subsidiary of the Assystem Group (1) . The vesting period for this free share plan ended on 29 April 2017 and the lock-up period will end on 29 April 2019. In the year ended 31 December 2016 At its meeting on 4 July 2016, the Board of Directors used the authorisation granted by shareholders in the 24 th resolution of the 24 May 2016 Annual General Meeting to award 300,300 performance shares (1) to 91 people. The vesting period for this performance share plan ended on 30 April 2017 for Tranche 1 and will end on 30 April 2020 for Tranche 2. There is no lock-up period. At its meeting on 7 November 2016, the Board of Directors used the authorisation granted by shareholders in the 24 th resolution of the 24 May 2016 Annual General Meeting to award 7,000 performance shares to one person (1) . The vesting period for this free share plan will end on 31 December 2018 and there is no lock-up period.

7.4.1

FREE SHARE AND PERFORMANCE SHARE AWARDS DECIDED BY THE COMPANY’S MANAGEMENT BOARD

In the year ended 31 December 2012 During 2012, the Management Board used the authorisation granted in the 15 th resolution of the Annual General Meeting of 5 May 2010 as follows: ● At its meeting on 13 March 2012, it awarded 60,000 performance shares to the members of the Company’s Management Board (with the exception of the Chairman). These shares vested after a period of three years, subject to the beneficiaries still forming part of the Group at that date and to the achievement of the applicable performance conditions (with each condition accounting for one third of the vested shares). ● At its meeting on 13 March 2012, it awarded 1,000 free shares to certain Group employees in France (1) . The vesting period under these plans ended on 14 March 2015 and the applicable lock-up period ended on 14 March 2017. In the year ended 31 December 2013 No free shares or performance shares were awarded in 2013. In the year ended 31 December 2014 During 2014, the Management Board used the authorisation granted by shareholders in the 19 th resolution of the 22 May 2013 Annual General Meeting as follows: ● At its meeting on 24 March 2014, it awarded 9,000 free shares to certain employees of Group companies in France (1). ● At its meeting on 12 May 2014, it awarded 6,000 free shares to certain employees of Group companies in France (1) .

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(1) The vesting of these shares is subject to performance conditions.

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ASSYSTEM

REGISTRATION DOCUMENT 2017