Assystem : Universal registration document 2023

2023 UNIVERSAL REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

Contents

MESSAGE FROM THE CHAIRMAN & CEO	2
2023 KEY FIGURES	4

1 PRESENTATION OF THE GROUP	7
1.1	History	8
1.2	Assystem's corporate mission and strategy	9
1.3	Assystem's market and positioning	10
1.4	Business overview	11
1.5	Organisational structure	13

2	RISK GOVERNANCE	15
	AND MANAGEMENT
	2.1 Risk factors	16

2.2 Internal control and risk management

	system	20
	2.3 Insurance strategy	24
3	NON-FINANCIAL PERFORMANCE	25
	STATEMENT

3.1 Our strategy for driving the energy transition 28

3.2 Building technical and scientific knowledge 33

3.3 Responsible, ethical and inclusive business

	development	35
3.4	CSR governance	41
3.5	Methodology note	47

3.6 Report by the independent third-party organization on the verification of the consolidated non-financial performance

	statement included in the group
	management report	67
4 CORPORATE GOVERNANCE REPORT	71
4.1	The Board of Directors	74
4.2	Compensation of corporate officers	92
4.3	Additional information	101

5 BUSINESS REVIEW AND FINANCIAL

STATEMENTS103

	5.1	The Group's results	104
	5.2	Consolidated financial statements	106
	5.3	Statutory auditors' report
		on the consolidated financial statements	145
	5.4	Parent company financial statements	150
	5.5	Statutory auditors' report on the parent
		Company financial statements	165
6	INFORMATION ABOUT THE COMPANY	169
	AND ITS SHARE CAPITAL
	6.1	General information about the Company	170

6.2 Information about the company's share

capital

173

6.3 Statutory audit and fees paid by the Group to the statutory auditors and members

		of their networks	181
	6.4	Special report on awards of free shares
		and performance shares	182
	6.5	Special report on stock options	182
7	ANNUAL GENERAL MEETING	183
	OF 24 MAY 2024
	7.1	Agenda	184
	7.2	Purposes of the proposed resolutions	186
	7.3	Text of the proposed resolutions	192
	7.4	Statutory Auditors' reports	205
8	ADDITIONAL INFORMATION	207
	8.1	Material contracts	208
	8.2	Disclosure of equity interests	208

8.3 Statement by the persons responsible for

the 2023 Universal Registration Document	208
8.4 Cross-reference tables	209

2023 UNIVERSAL REGISTRATION DOCUMENT

INCLUDING THE ANNUAL FINANCIAL REPORT

and people,

Group

provides engineering and

project management services

as well as digital solutions and services to optimise the performance of its clients' complex infrastructure assets.

The original French-language version of this Universal Registration Document was filed on 5 April 2024 with the Autorité des Marchés Financiers (AMF) in its capacity as the competent authority as defined in Regulation (EU) 2017/1129, without prior approval as provided for in Article 9 of said Regulation.

The Universal Registration Document may be used in support of a public offering of financial securities or the admission of securities to trading on a regulated market if accompanied by a securities note and, where applicable, a summary and all amendments to the Universal Registration Document filed since it was first approved. The prospectus formed by these documents must be approved by the AMF in accordance with Regulation (EU) 2017/1129.

The English language version of the Universal Registration Document in PDF format is a free translation of the official French version of the Universal Registration Document in XHTML format, which is available on the website of the Autorité des marchés financiers, as well as on the Company's website. All possible care has been taken to ensure that the translation is an accurate representation of the original. However, in all matters of interpretation, views or opinions expressed therein, the original-language version of the document in French takes precedence over the translation.

ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

1

MESSAGE

FROM THE CHAIRMAN & CEO

DOMINIQUE LOUIS

MORE THAN EVER BEFORE,

THE DEVELOPMENT OF NUCLEAR

ENERGY IS DRIVING OUR OVERALL

BUSINESS STRATEGY AT ASSYSTEM.

The challenges and imperatives of energy transition and sovereignty once again took centre stage in 2023. More and more nations are realising how urgent it has become to decarbonise their energy mix in order to combat climate change, and many countries are therefore now launching or re-launching nuclear electricity programmes. That's good news, both for the planet and for Assystem. In 2023, we reaffirmed our commitment to supporting the worldwide development of nuclear energy, which represents 70% of our revenue.

During the course of the year, through our engineering services, project management capabilities and the design and implementation of digital solutions, we worked with governments and technology vendors in developing new nuclear fusion and fission infrastructures, ranging from low-medium power reactors (AMR/SMR) through to plants with large generation capacity. We are already very much involved in the roll-out of EDF's EPR2 programme in France, which will be one of our biggest projects in the years ahead. This gives us exceptional business visibility for the next decade.

2023 was also a year that saw strong momentum for our businesses that serve existing power plants, in order to maintain them in the best possible working order and, in some cases, extend their lifespan. We provide these services to EDF for the installed nuclear

fleet in France.

In early 2024, Assystem sold its 5% stake in Framatome to EDF S.A. We originally acquired this interest in December 2017, demonstrating our support of the French nuclear industry alongside

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ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

MESSAGE FROM THE CHAIRMAN & CEO

the industry's leader EDF, in connection with the reconfiguration of France's nuclear players. This reconfiguration has now been completed.

The sale of our stake in Framatome strengthens the independence of our Group, which is heavily involved in the development of civil nuclear projects using a variety of technologies in many countries. Assystem continues to partner its French customers, particularly EDF, for the development of future programmes and for the performance of existing nuclear power plants in France.

France and the United Kingdom are still two strategic countries for the Group, and we were able to pursue our growth in both of them in 2023.

But our international expansion hasn't stopped at the UK. We've also broadened our footprint in India and Saudi Arabia - two other key geographies for us - through two acquisitions in early 2024: in India, we acquired L&T Infrastructure Engineering Limited

• an Indian subsidiary of the Larsen & Toubro group - which employs more than 400 people, and in Saudi Arabia we won a project management support contract to assist Duwayhin Nuclear Energy Company (DNEC) with developing the country's nuclear electricity programme.

2023 was another year of growth as well in sectors that are related to or fit strategically with the nuclear industry, such as renewable energy, electricity grids, low-carbon hydrogen production and the construction of urban infrastructure in countries where such infrastructure is critically needed for their sustainable development (water treatment, low-carbon mobility, etc.). This was particularly the case in India and Saudi Arabia.

Recruitment and training are two key factors for all of these projects, and especially in the nuclear industry. By 2030, France needs to recruit and train at least 100,000 people to meet the industry's requirements. The engineering profession plays a vital role in this expansion. Engineers are needed during the entire life cycle of a nuclear programme, from upstream consulting through to designing the infrastructure, managing the build and commissioning the plant.

And at Assystem we're determined to play our part in recruiting and training these experts. We hire at least 2,800 people every year, with 1,500 new hires planned for the nuclear business, and we've put in place a wide range of action plans to help us attract the talent we need. As well as the intensive recruitment campaigns that we organise throughout the year, we open our doors to students and organise a variety of student-related events in order to inspire the next generation. In parallel, to expand our talent pool we work with France's national unemployment office to propose training programs for job-seekers, which enables us to offer a unique opportunity to diverse profiles to join the nuclear industry. The Group also invests a lot in training via the Assystem Institute, our in-house training academy which delivers more than 100,000 hours of training every year. And we're investing in augmented and virtual reality technologies, so that we can proficiently train the experts of the future.

Looking ahead, the success of all the major infrastructure projects required to combat climate change hinges on a crucial element - people. This confirms and reinforces the firm belief that has been part of our DNA at Assystem for nearly 60 years now: our employees are our most valuable asset.

Dominique Louis

ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

3

2023 KEY FIGURES

AVERAGE PRICE AND MONTHLY TRADING VOLUMES OF THE ASSYSTEM SHARE IN 2023

Euros

Number of shares

											200,000
50
											180,000
45
40											160,000
35											140,000
30											120,000
25											100,000
20											80,000
15											60,000
10											40,000
5											20,000
0											0
Jan.	Feb.	Mar.	Apr.	May	Jun.	Jul.	Aug.	Sep.	Oct.	Nov.	Dec.

Number of shares traded		Average share price

Euronext Paris Compartment B

ISIN: FR0000074148

DIVIDEND PER SHARE (IN €)

12.50*

1.00

2022 2023

• Dividend for 2023 that will be recommended at the 24 May 2024 Annual General Meeting, i.e. €1 as an ordinary dividend and €11.50 as a special dividend, including a €7 interim dividend.

OWNERSHIP STRUCTURE

AT 31 DECEMBER 2023

5.03%

37.04%

57.93%

HDL DEVELOPMENTʏȧʐ

FREE FLOATʏȨʐ

TREASURY SHARES

1. HDL Development is a holding company controlled by Dominique Louis (Assystem's Chairman & CEO), notably through HDL, which itself holds 0.85% of Assystem's capital.
2. Including 0.85% held by HDL.

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ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

2023 KEY FIGURES

BREAKDOWN OF REVENUE	BREAKDOWN OF REVENUE
BY BUSINESS SECTOR	BY GEOGRAPHIC REGION

4%

23%

18%

3%	17%
70%	65%
NUCLEAR	FRANCE
ENERGY AND GRIDS	UNITED KINGDOM
CITIES & TERRITORIAL DEVELOPMENT	¯SʆrS%%h/ɥ/¯¼ʆF§S
DEFENCE & SECURITY INFRASTRUCTURES

EBITA*

(IN MILLIONS OF EUROS)

37.4

33.0

2022 2023

• See definition (1) in chapter 5, section 5.1.1 of this Universal Registration Document

FREE CASH FLOW (EXCL. THE IMPACT OF IFRS 16)

(IN MILLIONS OF EUROS)

26.5 i.e. 5.4% of revenue

20.4 i.e. 3.5% of revenue

2022 2023

YEAR-ON-YEAR CHANGE IN WORKFORCE	BREAKDOWN OF WORKFORCE
BY GEOGRAPHIC REGION	BY GEOGRAPHIC REGION
					36
					1,213
4,095				4,249
					614
2,698				2,958	5,344
2022	2023
					EUROPE

FRANCE	MIDDLE EAST
ASIA
OUTSIDE FRANCE
OCEANIA

ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

5

2023 KEY FIGURES

OUR MISSION: ENGINEERING & DIGITAL FOR ENERGY TRANSITION

We firmly believe that sustainable growth requires an energy mix focused on decarbonised electricity

OUR RESOURCES

HUMAN CAPITAL	INTELLECTUAL CAPITAL	FINANCIAL CAPITAL	OPERATIONAL CAPITAL
7,207 employees	€30m in R&D expenditure	€5m worth of investments	10 key accounts generating
	45 partnerships (joint ventures/	2 acquisitions	c. 66 % of revenue
	centres of excellence/innovation	€52.2m net debt
	cluster)

		ENERGY	DIGITALISATION	LEVERAGING
		TRANSITION	HUMAN CAPITAL
			DEFENCE AND	ENERGY
			SECURITY	AND GRIDS
	CONSULTING &	INFRASTRUCTURE		COMPLIANCE,
	PROJECT MANAGEMENT	CITIES AND		SAFETY & SECURITY
	●	Consulting			Compliance & quality
	TERRITORIAL		●
	●	Project management			Risk monitoring
	DEVELOPMENT		●
	●	Field operation			& safety
		management			● Security & site protection
					●	Industrial cybersecurity
	STUDIES & DESIGN			NUCLEAR
			DIGITAL
	●	Siting, licensing
				Digital transformation
		& environmental			●
		services				consulting
	●	System engineering			●	Integration of IS
		& design				businesses
	●	Industrial control			● Data as a source
		systems				of value
					●	Digital solutions

OUR CONTRIBUTIONS	OUR VALUE
	CREATION

SOCIETY

CLIENTS

• 90% client satisfaction rate

PARTNERSHIPS WITH SCHOOLS AND UNIVERSITIES

• Over 10 partnerships

HUMAN RESOURCES

RECRUITMENT

• 2,204 new hires

EMPLOYEES

• Women in the workforce: 26%
• Diversity ratio: 2.2%(1)
• Training ratio: 64 %(2)
• Workplace accident rate: 1.04%(3)

ENVIRONMENT

CLIMATE

• 70% of revenue related to energy transition activities
• 43% of revenue eligible under the E.U. taxonomy of sustainable economic activities

CLIENTS

• Services for the energy and digital transitions

€ SHAREHOLDERS

● €577.5m in revenue

• €37.4m in EBITA(4)
• 2023 dividend: €12.50 per share(5)

STATE

• €8m in national and regional taxes paid in France

1. % of employees with disabilities.
2. % of employees who received training in 2023.
3. Rate of workplace accidents with lost time.

1. See definition (1) in chapter 5, section 5.1.1 of this Universal Registration Document.
2. Dividend for 2023 that will be recommended at the 24 May 2024 Annual General Meeting, i.e €1 as an ordinary dividend and €11.50 as a special dividend, including a €7 interim dividend.

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ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

1

PRESENTATION OF THE GROUP

1.1	HISTORY	8
1.2	ASSYSTEM'S CORPORATE MISSION AND STRATEGY	9
1.2.1	Our corporate mission	9
1.2.2	Our strategy	9
1.3	ASSYSTEM'S MARKET AND POSITIONING	10

1.3.1 Nuclear - leading expertise in a major market 10

1.3.2	Energy transition and complex infrastructure	10
1.3.3	Digital and engineering convergence	10

1.4

BUSINESS OVERVIEW

11

1.4.1 An operating presence across the whole

	nuclear sector	11
1.4.2	Renewable energies and electricity
	transmission and distribution	12
1.4.3	Urban infrastructure and transportation	12

1.4.4 Innovation in digital and new nuclear

	technologies - future growth drivers	12
1.5	ORGANISATIONAL STRUCTURE	13

1.5.1 Organisational structure of the Assystem

Group

13

1.5.2 Simplified organisation chart at

31 December 2023

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ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT

7

1	PRESENTATION OF THE GROUP
HISTORY

1.1 HISTORY

1966 TO 1995: THE NUCLEAR YEARS

The Assystem Group's history began in 1966, when a team of nuclear engineers and technicians in France created Atem, a company specialised in the commissioning of industrial units. Atem's business development was subsequently driven by the major nuclear equipment programme put in place by the French State after the first oil crisis in 1973.

In the 1980s, Atem began to diversify into project management, mainly in industrial automation and IT, working with clients in sectors such as automotive, steel, space and defence.

In 1989, Atem teamed up with Cogema to form Alphatem, a company originally dedicated to testing and commissioning equipment and facilities purchased under Cogema's capital expenditure programmes (an irradiated fuel reprocessing plant in the Hague and the Melox plant in the Gard region of France which produces MOX fuel assemblies).

In 1994, Atem and Alphatem merged to create Assystem, which was floated on the Paris stock exchange (Second Marché) in 1995.

1996 TO 2003: BUSINESS DIVERSIFICATION

1996 marked the end of the investment cycle for construction of new industrial facilities (nuclear power stations and reprocessing plants) in the nuclear industry in France and the rest of the world, and the start of a new era for Assystem. The Company began to diversify into product design and development for the aeronautical and automotive industries (with the acquisition of Studia in France), whilst retaining its specific skills and expertise in the nuclear sector.

2003 TO 2016: INTERNATIONAL DEVELOPMENT

In 2003, the merger with Brime Technologies allowed Assystem to penetrate the new technologies sector and paved the way for the Group to go international. Between 2004 and 2016 it carried out several significant acquisitions in the United Kingdom, Germany, India and the Middle East, which changed the Group's structure and enabled it to expand its business and client portfolios.

Since then, Assystem has strengthened its operating presence in the Middle East through the following:

• in 2015 it acquired Radicon - an engineering company with 400 employees based in Al Khobar and Riyadh in Saudi Arabia
  - allowing Assystem to double its size in the Arabian Gulf region and win market share in the infrastructure, energy and transportation sectors;
• in 2016 it acquired a 51% interest in the Turkish engineering company, Envy - a well-established player in Turkey's engineering services market, operating primarily in the energy and transportation sectors. Envy is notably involved in the construction of the Akkuyu nuclear power station.

In addition, as part of the ITER international project launched at Cadarache in the south of France - whose objective is to prove the feasibility of nuclear fusion as a source of almost limitless

carbon-free energy - the Group has teamed up with a number of other engineering players:

• in 2010, with Atkins (the AtkinsRéalis group), EGIS and Empresarios Agrupados - based in the UK, France and Spain respectively - to set up SNC Engage (owned on an equal basis), which won the contract for managing the construction of the ITER project's buildings;
• in 2016, with the UK-based Jacobs Clean Energy (formerly Amec Foster Wheeler, and then successively acquired by the John Wood group and the Jacobs group) and the South Korean company, Kepco E&C, to set up the SNC Momentum consortium (owned on an equal basis), which was named construction management-as-agent contractor tasked with organising and overseeing the assembly of over a million components for the ITER fusion reactor.

2017: START OF THE GROUP'S REFOCUSING ON ENERGY TRANSITION, AND CONTROL OF THE GPS DIVISION TRANSFERRED TO ARDIAN

In 2017, the Assystem Group took the decision to refocus its business on energy transition, and therefore in late September of that year it sold its outsourced R&D business - Global Product Solutions (GPS) - to an acquisition company specifically set up for that purpose controlled by an investment fund managed by the private equity firm, Ardian. Out of the c. €530 million sale proceeds, Assystem reinvested €185 million in equity and quasi-equity financing for the new group, which was renamed Expleo Group in early 2019. This reinvestment was carried out in two stages: the first in September 2017 and the second in January 2018, when Expleo Group acquired Germany-based SQS. Consequently, Assystem now owns 37.22% of Expleo Group's capital and has accounted for this interest by the equity method in its consolidated financial statements since 1 October 2017.

Expleo Group - which has strong technical know-how and proven expertise in complex and critical systems - generated €1.4 billion in revenue in 2023. It partners its clients in the aeronautical, defence, automotive, transportation and manufacturing sectors, from the design of their products and services through to sales and marketing, and via its QMC business it also offers solutions in the bank/insurance sector.

2017 TO 2023: REFOCUSING ON NUCLEAR AND GROWTH IN ENERGY TRANSITION

After transferring control of its GPS business, the Group refocused its development on its Energy & Infrastructure (E&I) business.

To this end, in late 2017 Assystem acquired a 5% stake in Framatome alongside EDF (Framatome's controlling shareholder with a 75.5% interest) and Mitsubishi Heavy Industries Ltd (holding a 19.5% interest). This stake was sold to EDF at the beginning of 2024 for €205 million.

Assystem's investment in Framatome formed part of a broader agreement between Assystem and EDF aimed at consolidating their partnership, particularly for maintenance services carried

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ASSYSTEM 2023 UNIVERSAL REGISTRATION DOCUMENT