1 INTERIM MANAGEMENT REPORT CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018

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2 1 INTERIM MANAGEMENT REPORT 1 contents 2 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018 STATUTORY AUDITORS REVIEW REPORT ON THE 3 HALF-YEARLY FINANCIAL INFORMATION FOR THE 19 PERIOD FROM 1 JANUARY TO 30 JUNE STATEMENT BY THE PERSONS RESPONSIBLE FOR THE INTERIM FINANCIAL REPORT 21 The English language version of this interim financial report is a free translation from the original, which was prepared in French. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation of information, views or opinions expressed therein the original language version of the document in French takes precedence over this translation. This report has been drawn up in compliance with Article L of the French Monetary and Financial Code, Articles to of the General Regulations of the Autorité des Marchés Financiers (French securities regulator) and Articles L and R of the French Commercial Code.

3 1 INTERIM MANAGEMENT REPORT 1.1 BUSINESS OVERVIEW AND GROUP STRATEGY SCOPE OF CONSOLIDATION ANALYSIS OF THE GROUP S OPERATIONS IN FIRST-HALF 2018 AND THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS Key figures Analysis of the first-half 2018 income statement Net debt SIGNIFICANT EVENTS OF THE PERIOD Additional investment in Assystem Technologies Groupe to participate in financing the acquisition of SQS Formation of Assystem Care Governance changes SIGNIFICANT EVENTS AFTER THE REPORTING DATE MAIN RISKS AND UNCERTAINTIES FOR THE SECOND HALF OF THE YEAR OUTLOOK FOR FULL-YEAR RELATED PARTY TRANSACTIONS ASSYSTEM INTERIM FINANCIAL REPORT 2018

4 01 INTERIM MANAGEMENT REPORT 1.1. BUSINESS OVERVIEW AND GROUP STRATEGY Assystem operates in the engineering market through two divisions: Energy & Infrastructure and Staffing. In 2017, Assystem transferred the control of its outsourced R&D division to Ardian, leading to the creation of the Assystem Technologies group (headed by its parent company, Assystem Technologies Groupe ATG). Assystem has retained a 38.16% interest in ATG and therefore still has a stake in its development. ATG is accounted for by the equity method in Assystem s consolidated financial statements. ENERGY & INFRASTRUCTURE Assystem s Energy & Infrastructure division (Assystem E&I) works with nuclear utilities companies and contractors, players in the conventional and renewable energy sectors, designers and operators of transport infrastructure and other complex infrastructure, and life sciences companies, providing them with the expertise it has built up through its long experience in the nuclear industry and infrastructure engineering in environments with complex operating conditions and/or stringent safety requirements. Assystem E&I operates in France and internationally in the Nuclear, Energy, and Infrastructure (collective and industrial) markets and its clients are generally large prime contractors. It specialises in research instruments, electricity production plants and the fuel cycle, urban and regional transport systems, site decommissioning and waste processing. It is a well-established player in both infrastructure transformation (new methods of producing and storing electrical energy) and digital transformation (project development and providing secure solutions for users). STAFFING The Staffing division which operates through the MPH Group seconds specialist consultants to major industrial players and Oil & Gas companies, primarily in the Middle East and Asia. MPH is a well-established player in the field of technical and engineering recruitment services for the Oil & Gas, energy, aerospace, defence, telecommunications, railway, mining, metallurgy, environmental and nuclear industries. In recent years the MPH Group has been significantly affected by lower capital spending in the Oil & Gas sector and has therefore taken steps to gradually build up its client portfolio in other industrial sectors. ASSYSTEM TECHNOLOGIES The Assystem Technologies group, in which Assystem SA holds a 38.16% stake, is specialised in providing outsourced R&D services to major industrial clients operating in the Aerospace, Automotive, Transport (rail) and Industry sectors, and has recently extended its offering to the Bank/Insurance sector through its acquisition of SQS. The Group's expansion drive is now focused on its E&I division, for which the strategy is to: combine organic and external growth in a balanced way; consolidate the globalisation of its activities; develop new services for existing clients and enlarge the client portfolio, in particular by gaining additional skills through hiring employees and/or acquiring companies that possess those skills; ensure that client offerings remain competitive by using an appropriate mix of resources based in Western Europe and elsewhere in the world. The objective for the Staffing division is to continue to grow its portfolio of clients in the Industry sector in order to mitigate the effect of the morose market for staffing in the Oil & Gas sector. The Group had 5,361 employees at 30 June 2018, representing a net increase of 529 compared with 31 December SCOPE OF CONSOLIDATION The condensed consolidated interim financial statements for the six-month period between 1 January and 30 June 2018 have been drawn up in compliance with IAS 34, Interim Financial Reporting, which forms part of the International Financial Reporting Standards (IFRS) as adopted in the European Union. 2 ASSYSTEM INTERIM FINANCIAL REPORT 2018

5 01 INTERIM MANAGEMENT REPORT The main companies that were consolidated for the period from 1 January to 30 June 2018 were as follows: COMPANIES IN FRANCE Assystem SA, Assystem EOS, Insiéma, Assystem Polynésie, Assystem Nouvelle Calédonie, MPH Global Services, SCI du Pont Noir, Assystem Technologies Groupe (accounted for by the equity method), Euro Contrôle Projet (ECP) and subsidiaries COMPANIES OUTSIDE FRANCE Assystem Energy & Infrastructure Limited, Radicon, Biotech Quality Group and subsidiaries, Envy, MPH Consulting Services DMCC ANALYSIS OF THE GROUP S OPERATIONS IN FIRST-HALF 2018 AND THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS The condensed consolidated interim financial statements at 30 June 2018 were approved by Assystem s Board of Directors on 6 September 2018 and were subject to a limited review by the Statutory Auditors KEY FIGURES The key figures from the consolidated financial statements for the six months ended 30 June 2018 are as follows: In millions of euros H H Year-on-yearchange Revenue from continuing operations % Operating profit before non-recurring items (EBITA) from continuing operations(*) % % of revenue 5.9% 4.3% -160 bps Consolidated profit for the period (*) Operating profit before non-recurring items (EBITA) including share of profit of equity-accounted investees other than ATG ( 0.2 million in first-half 2017 and 0.6 million in first-half 2018) ANALYSIS OF THE FIRST-HALF 2018 INCOME STATEMENT REVENUE FROM CONTINUING OPERATIONS Assystem's consolidated revenue rose by 5.7% year on year in the first half of 2018, breaking down as 0.8% in like-forlike growth, a 7.1% increase due to changes in the scope of consolidation and a 2.2% negative currency effect. The decrease in the number of business days in the first six months of 2018 compared with first-half 2017 and the lower revenue posted by the Group's subsidiaries in Turkey (Envy) and Saudi Arabia (Radicon) shaved an aggregate 3.8% off consolidated like-for-like growth for the period (0.8% and 3.0% respectively). Revenue generated by the Energy & Infrastructure division advanced 7.7% in the first half of 2018 to million. Revenue from Nuclear activities jumped 18.7% to million (with 13.3% like-for-like growth), led by demand for engineering services from key clients. Revenue for Energy Transition & Infrastructures contracted by 7.3% to 68.5 million, with a 17.4% like-for-like decrease. The negative like-for-like growth was mainly due to (i) an unfavourable basis of comparison (as a result of nonrecurring revenue recognised by Assystem's Turkish subsidiary, Envy, in the first quarter of 2017) and (ii) revenue declines reported by Radicon and Assystem's conventional energy activities in France. At 22.3 million, revenue for the Staffing division was up 1.5% year on year at constant exchange rates, with rapid growth in the Industry market offsetting a fall in revenue in the Oil & Gas sector. 3 ASSYSTEM INTERIM FINANCIAL REPORT 2018

6 01 INTERIM MANAGEMENT REPORT Revenue breaks down as follows by division: REVENUE In millions of euros H H Total year-onyear change Like-for-like change* Group % +0.8% Energy & Infrastructure % +0.5% Staffing % +1.5% Other * Based on a comparable scope of consolidation and constant exchange rates. OPERATING PROFIT BEFORE NON-RECURRING ITEMS (EBITA) FROM CONTINUING OPERATIONS Consolidated EBITA retreated 23.3% to 9.2 million in firsthalf 2018 from 12.0 million in the first six months of 2017, and EBITA margin narrowed to 4.3% of revenue from 5.9%. EBITA for the Energy & Infrastructure division amounted to 10.3 million and EBITA margin was 5.4% (versus 13.9 million and 7.9% respectively in first-half 2017). When analysing the year-on-year decrease in EBITA and EBITA margin it is important to take into account the high basis of comparison for first-half EBITA for the first half of 2018 was also adversely affected by (i) one-off communication costs, (ii) dissynergies resulting from changes in the Group s scope of consolidation, and (iii) a temporary disruption in the Life Sciences business caused by the mergers of operating entities in France, Belgium and Switzerland carried out in order to create Assystem Care. Staffing EBITA decreased by 0.2 million to 0.4 million, representing an EBITA margin of 1.8%. The Group s Holding company expenses, net of the EBITA of the activities classified in the Other category, had a 1.5 million negative impact on consolidated EBITA in first-half 2018 versus a 2.5 million negative impact in the first half of EBITA* breaks down as follows by division: In millions of euros H % of revenue H % of revenue Group total % % Energy & Infrastructure % % Staffing % % Holding company and Other (2.5) - (1,5) - (*) Operating profit before non-recurring items (EBITA) including share of profit of equity-accounted investees other than ATG ( 0.2 million in first-half 2017 and 0.6 million in first-half 2018). OPERATING PROFIT AND CONSOLIDATED PROFIT FOR THE PERIOD After taking into account 0.3 million in net non-recurring income for the period, consolidated operating profit came to 9.5 million, versus 12.1 million in the first six months of The contribution of Assystem Technologies Groupe (ATG) to Assystem s consolidated profit for first-half 2018 was 5.1 million before the impact of Assystem s share of the acquisition costs incurred by ATG during the period (primarily for SQS) and 1.0 million (1) after that impact. Net financial expense and income tax expense came to 0.2 million and 3.1 million respectively. Profit from continuing operations amounted to 7.2 million versus 6.2 million for first-half After deducting a 0.1 million loss from discontinued operations (corresponding to the residual costs incurred for the transfer of control of GPS), consolidated profit for the period totalled 7.1 million. Information on the revenue and EBITDA (2) generated in first-half 2018 by the entities controlled by Assystem Technologies Groupe (ATG) (1) Breaking down as (i) a negative 2.9 million corresponding to the Group s share of ATG s loss for the period (including 4.1 million for the Group s share of acquisition costs incurred in H1 2018) and (ii) 3.9 million in income from convertible bonds. (2) EBITA before the net addition to depreciation, amortisation and provisions for recurring operating items. 4 ASSYSTEM INTERIM FINANCIAL REPORT 2018

7 01 INTERIM MANAGEMENT REPORT Revenue generated by the entities consolidated by ATG in which Assystem holds a 38.2% interest totalled million in the first six months of 2018 compared with million in first-half The overall year-on-year growth figure was 54.8%, breaking down as 10.5% in like-for-like growth, a 45.3% positive impact from changes in the scope of consolidation (chiefly due to the consolidation of SQS from February to June 2018) and a 1.0% negative currency effect. ATG s consolidated EBITDA amounted to 41.0 million for the period, representing 8.0% of its consolidated revenue (against 24.7 million (3) and 7.5% respectively in first-half 2017). It is important to note that (i) SQS will be consolidated for the full six months in the second half of 2018 (versus five months in the first half of the year) and (ii) the level of ATG s EBITDA and EBITDA margin is traditionally higher in the second half of the year than in the first NET DEBT Assystem had net debt of 53.7 million at 30 June 2018, versus net cash of 23.9 million at 31 December This 77.6 million swing reflects the following: - (5.4) million thanks to free cash flow from the Group s continuing operations in first-half 2018; million related to the Group s additional investment in Assystem Technologies Groupe s equity and quasi-equity to participate in financing the acquisition of SQS; - a 15.1 million dividend payment to Assystem's shareholders; million in other movements in net debt/(cash), including 7.2 million in capital gains tax paid on the transfer of control of GPS. At 30 June 2018, free cash flow over the previous twelve months for Assystem s total scope of consolidation amounted to 25.4 million, representing 6.2% of revenue for that period. (3) Pro forma data, taking into account the half-yearly cost of the corporate structure put in place by ATG to manage a stand-alone group. 5 ASSYSTEM INTERIM FINANCIAL REPORT 2018

8 01 INTERIM MANAGEMENT REPORT 1.4. SIGNIFICANT EVENTS OF THE PERIOD ADDITIONAL INVESTMENT IN ASSYSTEM TECHNOLOGIES GROUPE TO PARTICIPATE IN FINANCING THE ACQUISITION OF SQS At end-january 2018, Assystem took up million worth of shares and convertible bonds issued by Assystem Technologies Groupe (ATG) as part of an equity financing round to help fund the acquisition of SQS Software Quality Systems AG ("SQS") by an ATG subsidiary. Consequently, Assystem now holds a 38.16% interest in Assystem Technologies Groupe, which is accounted for by the equity method in Assystem's consolidated financial statements. For further information see Note 9 to the condensed consolidated financial statements at 30 June 2018 and Chapter 6 of the 2017 Registration Document (Note 14 to the consolidated financial statements, page 136) FORMATION OF ASSYSTEM CARE The legal restructuring of Assystem s Life Sciences activities (announced when Assystem acquired a 72.7% stake in BQG in late 2017) began in the first half of 2018 when all of the shares in Assystem Belgium and Assystem Switzerland were transferred to BQG. The restructuring was completed in August 2018 and resulted in all of the operating entities concerned (Assystem Care France, Assystem Belgium and Assystem Care Switzerland) being combined into a group headed by BQG, which was renamed Assystem Care Holding. All of these entities are wholly owned by Assystem Care Holding, which itself is 91.85% owned by Assystem SA (with the remaining 8.15% not currently owned by Assystem SA covered by cross put and call options) GOVERNANCE CHANGES The Board of Directors comprises five members, including two women, a proportion that complies with the provisions of French Act dated 27 January 2011 concerning gender equality on corporate boards. Three of the five directors are independent within the meaning of the AFEP- MEDEF Corporate Governance Code Virginie Calmels, Gilbert Lehmann and Miriam Maes. In accordance with the French Act dated 17 August 2015 (the Rebsamen Act), public limited companies in France are now required to have employee representatives on their management bodies. Consequently, following the issue of the Group s Works Council s opinion on this matter on 10 March 2017, during the extraordinary session of the 16 May 2017 Annual General Meeting, the shareholders amended the Company's Articles of Association in order to (i) provide for the Board to include one or more employee representatives, depending on the size of the Board, i.e. one employee representative director if the Board has fewer than 12 members (which is currently the case for Assystem) or two employee representative directors if the Board has more than 12 members, and (ii) set the terms and conditions for appointing the employee representative director(s) (in Assystem's case, appointment by the Group Works Council). The director representing employees was supposed to take up office within six months of the 16 May 2017 Annual General Meeting. However, in view of the transfer of control of the GPS division that took place on 28 September 2017, the existing Group Works Council was automatically dissolved on 13 September A new Group Works Council was set up in early July 2018 and its scope includes ECP and BQG which were acquired in late It is now planned that the new Works Council will appoint an employee representative director by 31 October SIGNIFICANT EVENTS AFTER THE REPORTING DATE No significant events requiring disclosure occurred between the reporting date (30 June 2018) and the publication date of the consolidated interim financial statements MAIN RISKS AND UNCERTAINTIES FOR THE SECOND HALF OF THE YEAR There have been no significant changes in the risks and uncertainties facing the Group since 31 December 2017 (as described in Chapter 5 of the 2017 Registration Document). Similarly, there were no significant developments during the first half of 2018 in the main legal disputes described in Chapter 5, section 5.6 of the 2017 Registration Document. The Group does not expect to see any significant changes in its risks, uncertainties and legal disputes during the second half of ASSYSTEM INTERIM FINANCIAL REPORT 2018

9 01 INTERIM MANAGEMENT REPORT 1.7. OUTLOOK FOR FULL-YEAR 2018 Assystem is standing by the following full-year targets for 2018: at least 10% growth in reported consolidated revenue compared with 2017, with an increase of at least 15% in the second half; consolidated EBITA at least the same as for 2017 ( 26.0 million), with a significant rise in the second half of the year compared with the second-half 2017 figure; free cash flow representing more than 5% of annual revenue RELATED PARTY TRANSACTIONS The Group carries out transactions with the following related parties that require disclosure in accordance with IAS 34: joint ventures; the directors and officers of Assystem SA; HDL Development. There have been no material changes in related party transactions compared with those described in the 2017 consolidated financial statements (see Chapter 6, Note 5 to the consolidated financial statements, page 112 of the 2017 Registration Document). 7 ASSYSTEM INTERIM FINANCIAL REPORT 2018

10 2 CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED STATEMENT OF FINANCIAL POSITION CONSOLIDATED INCOME STATEMENT CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME CONSOLIDATED STATEMENT OF CASH FLOWS CONSOLIDATED STATEMENT OF CHANGES IN EQUITY NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS ASSYSTEM INTERIM FINANCIAL REPORT 2018

11 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED STATEMENT OF FINANCIAL POSITION ASSETS In millions of euros Notes 30 June Dec Goodwill Intangible assets Property, plant and equipment Investment property Equity-accounted investees Assystem Technologies Groupe shares and convertible bonds Other non-current financial assets Deferred tax assets Non-current assets Trade receivables Other receivables Income tax receivables Other current assets Cash and cash equivalents Current assets TOTAL ASSETS EQUITY AND LIABILITIES In millions of euros Notes 30 June Dec Share capital Share premium - - Consolidated reserves (28.4) Profit for the period attributable to owners of the parent Equity attributable to owners of the parent Non-controlling interests (0.3) 0.3 Total equity Long-term debt and non-current financial liabilities Pension and other employee benefit obligations Liabilities related to share acquisitions Long-term provisions Other non-current liabilities Non-current liabilities Short-term debt and current financial liabilities Trade payables Due to suppliers of non-current assets Accrued taxes and payroll costs Income tax liabilities Short-term provisions Other current liabilities Current liabilities TOTAL EQUITY AND LIABILITIES The accompanying notes form an integral part of the condensed consolidated interim financial statements. 9 ASSYSTEM INTERIM FINANCIAL REPORT 2018

12 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED INCOME STATEMENT Six months Six months In millions of euros Notes ended ended 30 June 30 June Revenue Payroll costs (158.5) (142.2) Other operating income and expenses (47.2) (49.5) Taxes other than on income (0.6) (0.5) Depreciation, amortisation and provisions for recurring operating items, net (1.2) (0.5) Operating profit before non-recurring items (EBITA) Share of profit of equity-accounted investees EBITA including share of profit of equity-accounted investees Non-recurring income and expenses Operating profit Share of profit/(loss) of Assystem Technologies Groupe (2.9) - Income from Assystem Technologies Groupe convertible bonds Net financial expense on cash and debt (0.3) (1.0) Other financial income and expenses 0.1 (0.8) Profit from continuing operations before tax Income tax expense 13 (3.1) (4.1) Profit from continuing operations Profit/(loss) from discontinued operations (0.1) 15.6 Consolidated profit for the period Attributable to: Owners of the parent Non-controlling interests In euros Basic earnings per share Diluted earnings per share Basic earnings per share from continuing operations Diluted earnings per share from continuing operations Basic earnings/(loss) per share from discontinued operations 14 (0.01) 0.74 Diluted earnings/(loss) per share from discontinued operations 14 (0.01) 0.73 The accompanying notes form an integral part of the condensed consolidated interim financial statements. 10 ASSYSTEM INTERIM FINANCIAL REPORT 2018

13 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME In millions of euros Notes Six months ended 30 June 2018 Six months ended 30 June 2017 Consolidated profit for the period Items of other comprehensive income/(expense) that will not be reclassified to profit Remeasurement of net liability for employee benefit obligations 13 (0.1) 0.2 Income tax effect - (0.1) Remeasurement of the liability for employee benefit obligations (net of income tax effect) (0.1) 0.1 Items of other comprehensive income/(expense) that may be reclassified subsequently to profit Gains and losses on hedging instruments (0.3) 1.0 Income tax effect - (0.4) Gains and losses on hedging instruments (net of income tax effect) (0.3) 0.6 Currency translation differences (2.8) (5.5) Total other comprehensive income/(expense) (3.2) (4.8) Total comprehensive income for the period Attributable to owners of the parent Profit for the period Other comprehensive income/(expense) (3.2) (4.8) Attributable to non-controlling interests 0.4 Profit for the period Other comprehensive income/(expense) - - The accompanying notes form an integral part of the condensed consolidated interim financial statements. 11 ASSYSTEM INTERIM FINANCIAL REPORT 2018

14 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED STATEMENT OF CASH FLOWS In millions of euros CASH FLOWS FROM OPERATING ACTIVITIES EBITA including share of profit of equity-accounted investees Notes Six months ended 30 June 2018 Six months ended 30 June Depreciation, amortisation and provisions for recurring operating items, net EBITDA Change in operating working capital requirement 5.7 (29.3) Income tax paid (4.5) (8.6) Other cash flows (3.2) (3.3) Net cash from/(used in) operating activities 8.4 (2.6) O/w related to continuing operations O/w related to discontinued operations - (4.0) CASH FLOWS FROM INVESTING ACTIVITIES Acquisitions of property, plant and equipment and intangible assets, net of disposals, of which: (3.0) (6.3) Acquisitions of property, plant and equipment and intangible assets (3.1) (6.4) Proceeds from disposals of property, plant and equipment and intangible assets Free cash flow 5.4 (8.9) O/w related to continuing operations O/w related to discontinued operations - (9.7) Investment in Assystem Technologies Groupe (*) 2 (60.7) - Other movements, net (**) (9.8) (18.9) Net cash used in investing activities (73.5) (25.2) O/w related to continuing operations (66.3) (2.8) O/w related to discontinued operations (7.2) (22.4) CASH FLOWS FROM FINANCING ACTIVITIES Net financial income received/(expenses paid) 0.1 (1.7) Proceeds from new borrowings Repayments of borrowings and movements in other financial liabilities 7.4 (94.5) Dividends paid (15.7) (22.9) Other movements in equity of the parent company (3.8) 0.1 Net cash from/(used in) financing activities 47.7 (15.6) Net decrease in cash and cash equivalents (17.4) (43.4) Net cash and cash equivalents at beginning of period Effect of non-monetary items and changes in exchange rates (0.8) 0.4 Net decrease in cash and cash equivalents (17.4) (43.4) Net cash and cash equivalents at period-end (*) : See Note 2, Significant event of the period (**) : Other movements, net mainly related to the following in first-half 2018: a portion of the income tax due on the capital gain recognised in 2017 on the transfer of control of GPS ( 7.2 million); the acquisition of Biotech Quality Group shares ( 1.1 million). In first-half 2017, this item mainly related to acquisitions carried out by GPS. The accompanying notes form an integral part of the condensed consolidated interim financial statements. 12 ASSYSTEM INTERIM FINANCIAL REPORT 2018

15 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE CONSOLIDATED STATEMENT OF CHANGES IN EQUITY In millions of euros Share capital Share premium Remeasurem ent of net liability for employee benefit obligations Hedging reserves Translation reserve Total other comprehen sive income/ (expense) Profit for the period Other reserves Equity attributa ble to owners of the parent Noncontrolling interests Total equity At 1 January (0.5) (5.3) (5.8) , Dividends paid (21.7) (21.7) (0.6) (22.3) Share-based payments and free share awards Treasury share transactions (0.1) (0.1) - (0.1) Total comprehensive income (5.5) (4.8) Appropriation of prior-period (31.5) profit Appropriation of items of other comprehensive income/(expense) - - (0.1) - - (0.1) - (0.1) (0.2) - (0.2) that will not be reclassified to profit Transactions with non-controlling interests without change of control At 30 June (10.8) (10.7) At 1 January (5.5) (5.4) (23.0) Dividends paid (15.1) (15.1) (0.5) (15.6) Share-based payments and free share awards Treasury share transactions (2.5) - (2.5) Total comprehensive income - - (0.1) (0.3) (2.8) (3.2) Appropriation of prior-period profit Appropriation of items of other comprehensive income/(expense) that will not be reclassified to profit Transactions with non-controlling interests without change of control (404.1) (0.1) Other movements (0.1) - At 30 June (0.2) (8.3) (8.5) (0.3) The accompanying notes form an integral part of the condensed consolidated interim financial statements. 13 ASSYSTEM INTERIM FINANCIAL REPORT 2018

16 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE NOTES TO THE CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS NOTE 1 GENERAL INFORMATION Assystem SA (hereinafter also referred to as the Company ) whose registered office is located at 70 boulevard de Courcelles, Paris, France is the parent company of the Assystem Group (hereinafter also referred to as the Group ). Assystem SA shares are traded on the Eurolist market of Euronext. Assystem is an international engineering group. The condensed consolidated interim financial statements for the six months ended 30 June 2018 which reflect the accounting situation of Assystem SA and its subsidiaries were approved by the Company s Board of Directors on 6 September The Group's functional currency is the euro. The consolidated financial statements are presented in millions of euros, unless otherwise specified and are rounded to the nearest hundred thousand. NOTE 2 SIGNIFICANT EVENT OF THE PERIOD ADDITIONAL INVESTMENT IN ASSYSTEM TECHNOLOGIES GROUPE On 31 January 2018 the Group took up million worth of shares and convertible bonds (split into 50% ordinary shares and 50% convertible bonds with a capitalisable 9% annual coupon) issued by Assystem Technologies Groupe ( ATG ) as part of equity and quasi-equity financing raised to help fund the acquisition of SQS Software Quality Systems AG ( SQS ) by an ATG subsidiary. Consequently, Assystem now holds a 38.16% interest in ATG s capital and 38.17% of its equity and quasi-equity instruments. In order to finance this additional investment, the Group (i) put in place a 30 million medium-to-long term bullet loan repayable in September 2022 and (ii) drew down 30 million of its renewable credit facility set up in September At the same time, the maximum amount of the revolving credit facility was increased from 120 million to 150 million. The extended 150 million revolving credit facility is subject to an early repayment clause based on the same covenant that applies to the Group s other medium-to-long-term debt. The covenant is based on consolidated gearing ratio (net debt/ebitda) for the last twelve months as adjusted for acquisitions and divestments. It is measured at half-yearly intervals and must not exceed 3.75 at 31 December and 3.95 at 30 June. The ratio measured at 30 June 2018 was in compliance with the contractual ceiling. NOTE 3 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES These condensed consolidated interim financial statements for the six months ended 30 June 2018 have been prepared in accordance with IAS 34, Interim Financial Reporting, which forms part of the International Financial Reporting Standards (IFRS) as adopted by the European Union. The condensed consolidated interim financial statements do not include all of the disclosures required under IFRS and should therefore be read in conjunction with the consolidated annual financial statements for the year ended 31 December The specific accounting policies used for the condensed interim consolidated financial statements are as follows: The Group's income tax expense for the first six months of the year is calculated using the effective tax rate that would be applicable to expected total annual profit, taking into account the different tax rates in force in the various countries in which the Group operates. The effective tax rate used also takes into account the recognition of deferred tax assets if it is probable that the entity or tax group concerned will have sufficient future taxable profit to allow the benefit of those deferred tax assets to be utilised. Employee benefit expense relating to defined benefit plans (notably pension costs) is determined based on headcount at the end of the interim period. Actuarial assumptions notably discount rates are updated if there are substantial changes compared with the assumptions used for the most recent published annual financial statements. New standards and interpretations and amendments to existing standards The Group s accounting policies are described in detail in the consolidated financial statements for the year ended 31 December New standards and interpretations and amendments to existing standards whose application is mandatory for the first time from 1 January 2018 IFRS 15, Revenue from Contracts with Customers, and amendments to IFRS 15: 14 ASSYSTEM INTERIM FINANCIAL REPORT 2018

17 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018 The Group operates through two types of contracts in its two divisions E&I and Staffing: Fixed-price contracts, for which revenue is recognised based on the percentage of completion method. Margins on these contracts are recognised by reference to the proportion that contract costs incurred to date represent compared with the total expected contract cost. Customers are billed based on milestones reached as the contract is performed. Time and materials contracts, for which the services rendered are valued and billed on a time-spent basis. Having analysed the provisions of IFRS 15, the Group does not consider that the new standard significantly affects its revenue recognition methods. IFRS 9, Financial Instruments, and amendments to IFRS 9. The Group s first-time application of this standard did not impact the carrying amounts of its financial asset and liabilities at 30 June Other standards, interpretations and amendments to existing standards applicable after the 2018 financial year IFRS 16, Leases, effective for annual reporting periods beginning on or after 1 January 2019, with early application permitted for 2017 for entities that elected to early adopt IFRS 15. In preparation for applying this standard as from 1 January 2019, the Group is currently (i) compiling a list of its operating leases (for real estate, vehicles and computer equipment) that will need to be reclassified under IFRS 16, and (ii) determining the method to use to reclassify these leases. NOTE 4 FINANCIAL RISK MANAGEMENT During the six months ended 30 June 2018 there were no significant changes to the Group's risk management policy described in the 2017 Registration Document. NOTE 5 SEASONAL/CYCLICAL NATURE OF OPERATIONS The Group's EBITA margin and net cash from operating activities are generally much higher in the second half of the year than in the first half. NOTE 6 SEGMENT REPORTING FIRST-HALF 2018 In millions of euros E&I Staffing Holding company and Other Total Revenue O/w inter-segment revenue (4.6) (4.6) Total external revenue EBITA including share of profit of equity-accounted investees (1.5) 9.2 Non-recurring income and expenses Operating profit/(loss) (1.2) 9.5 FIRST-HALF 2017 In millions of euros E&I Staffing Holding company and Other Total Revenue O/w inter-segment revenue - (2.5) - (2.5) Total external revenue EBITA including share of profit of equity-accounted investees (2.5) 12.0 Non-recurring income and expenses (0.4) Operating profit/(loss) (2.1) ASSYSTEM INTERIM FINANCIAL REPORT 2018

18 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018 NOTE 7 GOODWILL AND BUSINESS COMBINATIONS CHANGE IN THE CARRYING AMOUNT OF GOODWILL IN FIRST-HALF 2018 BY CASH-GENERATING UNIT (CGU) In millions of euros Energy and Infrastructure Staffing Carrying amount at 1 Jan Increases related to business combinations Currency translation differences (1.8) - (1.8) Carrying amount at 30 June Accumulated impairment losses at 30 June (14.0) (14.0) Total During the first half of 2018 the Group continued its work on measuring the assets acquired and liabilities assumed in the acquisitions of Biotech Quality Group and Euro Contrôle Projet in late As a result of this work it recognised an additional 3 million in goodwill related to these two groups as compared with 31 December As there were no impairment indicators at 30 June 2018, goodwill was not tested for impairment at that date. NOTE 8 SHARE CAPITAL AND DIVIDENDS SHARE CAPITAL At 30 June 2018, the Company s share capital amounted to 15,668,216, made up of 15,668,216 shares, each with a par value of 1 (including 593,317 shares held in treasury). There were no movements in share capital during the first six months of DIVIDENDS At the Annual General Meeting held on 16 May 2018, the Company s shareholders approved a dividend of 1 per ordinary share, which was paid on 21 June 2018, representing a total payout of 15.1 million. NOTE 9 NET DEBT As described in Note 2 above, Significant event of the period, during the first half of 2018 the Group put in place a 30 million medium-to-long term bullet loan and drew down 30 million of its revolving credit facility. As the arrangement fees for this financing amounted to 0.3 million, the net amount of debt issued totalled 59.7 million. Also during the period, the Group put in place a 15 million factoring contract under which the receivables sales concerned meet the derecognition criteria in IFRS 9, Financial Instruments. In first-half 2018 this contract had a 7.6 million impact on working capital, taking into account the amounts received from clients on receivables sold before 30 June Reconciliation of period-end net cash and cash equivalents recorded in the consolidated statement of cash flows In millions of euros Six months ended 30 June 2018 Cash and cash equivalents 28.2 Bank overdrafts (0.9) Net cash and cash equivalents at beginning of period 27.3 Cash and cash equivalents 12.6 Bank overdrafts (3.5) Net cash and cash equivalents at period-end 9.1 NOTE 10 DERIVATIVE INSTRUMENTS During the first half of 2018 the Group pursued its currency hedging strategy (see Chapter 6, Note 8.3 Derivative instruments, in the 2017 Registration Document). The impact of fair value remeasurements of currency hedges was not material for first-half ASSYSTEM INTERIM FINANCIAL REPORT 2018

19 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018 NOTE 11 EMPLOYEE BENEFIT OBLIGATIONS The discounting rate applied by the Group at 30 June 2018 was 1.5%, unchanged from 31 December The amount recorded in other comprehensive income for employee benefit obligations was a negative 0.1 million in first-half 2018 (versus a positive 0.2 million impact for the same period of 2017). NOTE 12 CONTINGENT LIABILITIES There were no significant changes in contingent liabilities during the period compared with those described in the 2017 Registration Document. NOTE 13 INCOME TAX EXPENSE The Group's income tax expense for the six months ended 30 June 2018 was calculated using a prospective method adapted to the specific situation in each tax unit. The overall effective tax rate for the period was 30% for continuing operations compared with 39.8% in first-half 2017 (when the rate was significantly affected by the tax impact of intra-group dividends paid in connection with the transfer of control of GPS). NOTE 14 EARNINGS PER SHARE BASIC EARNINGS PER SHARE Profit for the period attributable to owners of the parent Weighted average number of ordinary shares outstanding during the period Six months ended 30 June 2018 Six months ended 30 June 2017 Continuing Discontinued Continuing Discontinued Total operations operations operations operations Total 7.2 (0.1) ,131,313 15,131,313 15,131,313 21,160,508 21,160,508 21,160,508 Basic earnings per share (in euros) 0.48 (0.01) DILUTED EARNINGS PER SHARE In millions of euros Six months ended 30 June 2018 Six months ended 30 June 2017 Continuing operations Discontinued operations Profit for the period attributable to owners of the parent Total Weighted average number of ordinary shares outstanding during the period 15,131,313 21,160,508 21,160,508 21,160,508 Weighted average number of dilutive instruments outstanding during the period (free shares and performance shares) Weighted average number of ordinary shares used to calculate diluted earnings per share 241, , , ,500 15,372,323 21,290,508 21,344,008 21,474,008 Diluted earnings per share (in euros) In first-half 2017 total diluted earnings per share and diluted earnings per share from continuing operations would have been higher than basic earnings per share. Consequently, in accordance with IAS 33, diluted earnings per share for that period is considered to be the same as basic earnings per share. NOTE 15 RELATED PARTY TRANSACTIONS There were no significant changes in first-half 2018 to the terms and conditions of transactions with related parties compared with those described in the consolidated financial statements for the year ended 31 December ASSYSTEM INTERIM FINANCIAL REPORT 2018

20 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE 2018 NOTE 16 EVENTS AFTER THE REPORTING DATE No significant events requiring disclosure occurred between the reporting date (30 June 2018) and the publication date of the consolidated interim financial statements. 18 ASSYSTEM INTERIM FINANCIAL REPORT 2018

21 02 - CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS AT 30 JUNE STATUTORY AUDITORS REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE ASSYSTEM INTERIM FINANCIAL REPORT 2018

22 03 - STATUTORY AUDITORS REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE 2018 To the Shareholders In compliance with the assignment entrusted to us by your shareholders meeting and in accordance with the requirements of article L III of the French Monetary and Financial Code ("Code monétaire et financier"), we hereby report to you on: the review of the accompanying condensed half-yearly consolidated financial statements of ASSYSYEM S.A., for the period from January 1 to June 30, 2018, the verification of the information presented in the half-yearly management report. These condensed half-yearly consolidated financial statements are the responsibility of the Board of Directors. Our role is to express a conclusion on these financial statements based on our review. I- Conclusion on the financial statements We conducted our review in accordance with professional standards applicable in France. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with professional standards applicable in France and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Based on our review, nothing has come to our attention that causes us to believe that the accompanying condensed half-yearly consolidated financial statements are not prepared, in all material respects, in accordance with IAS 34 - standard of the IFRSs as adopted by the European Union applicable to interim financial information. II- Specific verification We have also verified the information presented in the half-yearly management report on the condensed half-yearly consolidated financial statements subject to our review. We have no matters to report as to its fair presentation and consistency with the condensed half-yearly consolidated financial statements. Paris La Défense, September 7 th, 2018 KPMG Audit 2, avenue Gambetta Paris La Défense Cedex Deloitte & Associés 6, place de la Pyramide Paris-La Défense Cedex 20 ASSYSTEM INTERIM FINANCIAL REPORT 2018

23 03 - STATUTORY AUDITORS REVIEW REPORT ON THE HALF-YEARLY FINANCIAL INFORMATION FOR THE PERIOD FROM 1 JANUARY TO 30 JUNE STATEMENT BY THE PERSONS RESPONSIBLE FOR THE 2018 INTERIM FINANCIAL REPORT 21 ASSYSTEM INTERIM FINANCIAL REPORT 2018

24 04 - STATEMENT BY THE PERSONS RESPONSIBLE FOR THE 2018 INTERIM FINANCIAL REPORT We hereby state that, to the best of our knowledge, the condensed consolidated interim financial statements for the six months ended 30 June 2018 have been prepared in accordance with the applicable accounting standards and give a true and fair view of the assets, liabilities, financial position and results of the Company and the consolidated group as a whole. We also state that the interim management report (attached hereto) provides a fair review of (i) the significant events that occurred in the first six months of 2018 and their impact on the interim financial statements and (ii) the Group's main related party transactions, and that it gives a description of the principal risks and uncertainties for the remaining six months of the year. French original signed in Paris on 7 September 2018 by: Dominique Louis, Chairman and Chief Executive Officer Philippe Chevallier, CFO & Deputy CEO 22 ASSYSTEM INTERIM FINANCIAL REPORT 2018

25 ASSYSTEM Société Anonyme à Conseil d administration au capital de euros Siège social : 70, boulevard de Courcelles Paris R.C.S. PARIS