Assystem — Share Issue/Capital Change 2014

Jul 11, 2014

This press release may not be published, forwarded States, Canada, Australia or Japan. or distributed, directly or indirectly, in the United

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or exempt from registration. The securities of Assystem mentioned herein have not been and are not being registered under the U.S. Securities Act and Assystem does not intend to make a public offer of its securities in the United States. jurisdiction. Securities may not be offered or

Offering of senior unsecured net share settled bonds new shares and/or exchangeable for existing shares (O with an indefinite term (ODIRNANE) convertible into RNANE)

Full exercise of the over-allotment option: total nominal amount of the issue increased allotment to €159,999,974.40

Paris, 11 July 2014 – ASSYSTEM S.A. and Engineering Consultancy Company an indefinite term convertible into new shares and/or exchangeable for existing shares Indéterminée à option de Remboursement en Numéraire et/ou en Actions Nouvelles et/ou Existantes ODIRNANE) (the « Bonds »), without p Degroof, CM-CIC and Société Générale Joint Lead Managers have informed the Company that they are exercising today option granted to them. S.A. (ISIN : FR0000074148 – ASY, the « Company mpany, launched on 9 July 2014 an offering of net share settled bonds , preferential subscription rights and without a priority period Générale Corporate & Investment Banking, acting as Global Coordinators and in »), a leading Innovation with (Obligations à Durée period. Banque full the over-allotment

As a result, the total nominal amount of the Bonds issue is increased to 5,602,240 Bonds. €159,999,974.40 159,999,974.40, corresponding to

Furthermore, Société Générale Corporate & Investment Banking context of the offering, has informed the Company that it has not carried out stabilization transactions in relation with the offer during the stabilization period which Company announcing the final terms of the Bonds, and ends today. Banking, in its capacity as stabilization agent in the which started on 9 July 2014 following the press release of the , 17 July 2014.

The date of issue and settlement and delivery of the Bonds Bonds (ISIN FR0012032712) is expected on

This press release does not constitute an offer to subscribe for the Bonds. There shall be no public offer of the Bonds in any country other than France.

Availability of the Prospectus

A prospectus (the "Prospectus"), consisting of (i) the on 15 April 2014 under n° D.14- 0364, and (ii) the securities note and the prospectus summary (included in the securities note), received visa n° 14 obtained free of charge at the registered office of the Company (70, boulevard de Courcelles, 75017 Paris, France) and on the websites of the Company (www.assystem.com) and the AMF (www.amf Investors are invited to consider carefully all of the risk fact registration document and in section 2 of the securities note registration document of the Company filed with the AMF -380 from the AMF, dated 9 July 2014. Copies of this prospectus may be ee factors described in pages 49 to 53 note. (www.amf-france.org). 53 and 91 to 97 of the This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or exempt from registration. The securities of Assystem mentioned herein have not been and are not being registered under the U.S. Securities Act and Assystem does not intend to make a public offer of its securities in the United States.

Assystem is an international Engineering and Innovation Consultancy Company. As a key participant in the industry for more than 45 years, Assystem supports its customers in developing their products and managing their capital expenditure throughout the product life cycle. Assystem employs more than 11,000 people worldwide and reported €871.4 million in revenue in 2013. The Company is listed on Euronext Paris – Compartment B - Code ISIN: FR0000074148 – ASY. For more information: www.assystem.com

Follow Assystem on Twitter: @anewpath2growth

CONTACTS

Gilbert Vidal	Nicolas Castex - Agnès Villeret - Lucie Larguier
Chief Financial Officer	Citigate Dewe Rogerson
Phone: +33 (0)1 55 65 03 10	Phone: +33 (0)1 53 32 78 95 – +33 (0)1 53 32 84 75
	agnes.villeret@citigate.fr / lucie.larguier@citigate.fr

Pauline Bucaille

Vice President, Corporate Communications and Investor Relations

Phone: +33 (0)1 55 65 03 08 – pbucaille@assystem.com

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or exempt from registration. The securities of Assystem mentioned herein have not been and are not being registered under the U.S. Securities Act and Assystem does not intend to make a public offer of its securities in the United States.

DISCLAIMER

This press release does not constitute or form a part of any offer or solicitation to purchase, subscribe for or sell securities of Assystem.

No communication and no information in respect of the offering by Assystem of net share settled bonds with an indefinite term convertible into new shares and/or exchangeable for existing shares (the "Bonds") may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken outside of France in any jurisdiction where such steps would be required. The offering and subscription of the Bonds may be subject to specific legal or regulatory restrictions in certain jurisdictions. Assystem assumes no responsibility for any violation of any such restrictions by any person.

France

A prospectus in the French language which was granted from the AMF the visa number 14-380 dated 9 July 2014 consisting of the reference document of the Company filed with the AMF on 15 April 2014 under n° D.14-0364, and the securities note including the prospectus summary, may be obtained free of charge at the registered office of the Company (70, boulevard de Courcelles, 75017 Paris, France) and on the websites of the Company (www.assystem.com) and the AMF (www.amf-france.org). Public is invited to consider carefully all of the risk factors section in the Prospectus.

European Economic Area

This announcement is and advertisement and is not a prospectus within the meaning of Directive 2003/71/EC of the European Parliament ant the Council of November 4th, 2003, as amended and as implemented in each member State of the European Economic Area (the "Prospectus Directive").

With respect to the member States of the European Economic Area other than France which have implemented the Prospectus Directive (each, a "relevant member State") no action has been undertaken or will be undertaken to make an offer to the public of the securities requiring a publication of a prospectus in any relevant member State. As a result, the Bonds may only be offered in relevant member States: (a) to legal entities that are qualified investors as defined in the Prospectus Directive; or (b) in any other circumstances that do not require the publication by the Company of a prospectus pursuant to Article 3(2) of the Prospectus Directive.

For the purposes of this paragraph, the notion of an "offer to the public of Bonds" in each of the relevant member States, means any communication, to individuals or legal entities, in any form and by any means, of sufficient information on the terms and conditions of the offering and on the Bonds to be offered, thereby enabling an investor to decide to purchase or subscribe for the Bonds, as the same may be varied in that Member State by any measure implementing the Prospectus Directive.

This selling restriction comes in addition to the other selling restrictions applicable in the other member states.

United Kingdom

The distribution of this press release is not made, and has not been approved, by an "authorised person" within the meaning of Article 21(1) of the Financial Services and Markets Act 2000. As a consequence, this press release is directed only at persons who (i) are located outside the United Kingdom, (ii) have professional experience in matters relating to investments and fall within Article 19(5) ("investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotions) Order 2005 (as amended), (iii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) or (iv) are persons to whom this press release may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). The securities are directed only at Relevant Persons and no invitation, offer or agreements to subscribe, purchase or otherwise acquire securities may be proposed or made other than with Relevant Persons. Any person other than a Relevant Person may not act or rely on this document or any provision thereof. This press release is not a prospectus which has been approved by the Financial This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States unless they are registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or exempt from registration. The securities of Assystem mentioned herein have not been and are not being registered under the U.S. Securities Act and Assystem does not intend to make a public offer of its securities in the United States.

Services Authority or any other United Kingdom regulatory authority for the purposes of Section 85 of the Financial Services and Markets Act 2000.

United States

This press release does not constitute or form a part of any offer or solicitation to purchase or subscribe for securities nor of any offer or solicitation to sell securities in the United States. The securities mentioned herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), and may not be offered or sold, directly or indirectly, within the United States except pursuant to an exemption from or in a transaction not subject to, the registration requirements of the Securities Act. Assystem does not intend to register any portion of the proposed offering in the United States nor to conduct a public offering of securities in the United States.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Canada, Australia or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Canada, Australia or Japan.

The Bonds have not been and will not be qualified for sale to the public under applicable securities laws in Canada and, accordingly, any offer and sale of the Bonds in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. The Bonds are subject to transfer and selling restrictions in certain countries, including Canada.