Assystem - Registration Document 2016

REPORTS OF THE BOARD OF DIRECTORS

SPECIAL REPORT ON AWARDS OF FREE SHARES AND PERFORMANCE SHARES

8.3 SPECIAL REPORT ON AWARDS OF FREE SHARES AND PERFORMANCE SHARES

8.3.1

FREE SHARE AND PERFORMANCE SHARE AWARDS (ARTICLE L. 225-197-4 OF THE FRENCH COMMERCIAL CODE)

● at its meeting on 7 November 2012, it awarded 46,393 performance shares to certain Group employees (1) . The vesting periods under the plans concerned ended on 14 March 2015 and 8 November 2014 respectively and the applicable lock-up periods ended on 8 November 2016 and 14 March 2017 respectively. 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 Annual General Meeting of 22 May 2013 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) . 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 Annual General Meeting of 22 May 2014 as follows: ● at its meeting on 22 May 2014 meeting, it awarded 500 free shares to certain employees of Group companies in France (1) ; ● at its meeting on 7 July 2014 meeting, 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 Annual General Meeting of 22 May 2014 to award 2,500 free shares to an employee of a Spanish subsidiary of the Assystem Group (1). 8.3.3 FREE SHARE AND PERFORMANCE SHARE AWARDS DECIDED BY THE COMPANY’S BOARD OF DIRECTORS

Annual General Meeting of 16 May 2017 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.

8.3.2

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

In the year ended 31 December 2011 During 2011, 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 April 2011, it awarded 20,500 performance shares to certain Group employees; ● at its meeting on 28 October 2011, it awarded 43,360 performance shares to certain Group employees; ● At its meeting on 29 November 2011, it awarded 108,900 performance shares to certain employees of Group companies in France and abroad. The vesting periods under the plans concerned ended on 14 April 2013, 29 October 2013 and 30 November 2013 respectively and the applicable lock-up periods ended on 14 April 2015, 29 October 2015 and 31 March 2016 respectively. In the year ended 31 December 2012 During 2011, 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 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) ;

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(1) The vesting of these shares was/is subject to the beneficiary still forming part of the Group at the vesting date.

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ASSYSTEM

REGISTRATION DOCUMENT 2016