ASSYSTEM_Registration_Document_2017

ANNUAL GENERAL MEETING OF 16 MAY 2018 PURPOSE OF THE PROPOSED RESOLUTIONS

SIXTEENTH RESOLUTION – INCREASING THE COMPANY’S CAPITAL THROUGH THE ISSUANCE OF SHARES AND/OR OTHER SECURITIES BY WAY OF A PRIVATE PLACEMENT, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS Purpose In order to finance the Group’s expansion capital expenditure, at the 16 May 2017 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €1,500,000. This authorisation, which was given for a 26-month period, has not been used. In the 16 th resolution , shareholders are invited to renew this authorisation for the Board of Directors to increase the Company’s capital by a maximum nominal amount of €1,500,000, through the issuance, on one or more occasions, of ordinary shares and/or dilutive hybrid securities by way of a private placement (i.e. an offer to qualified investors or a restricted group of investors), without pre-emptive subscription rights for existing shareholders. This authorisation would be valid for a period of 26 months. SEVENTEENTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO SET THE ISSUE PRICE OF ORDINARY SHARES OR OTHER SECURITIES Purpose At the 16 May 2017 Annual General Meeting, the shareholders granted the Board of Directors a 26-month authorisation to set the issue price of ordinary shares and/or securities carrying rights to shares issued without pre-emptive subscription rights for existing shareholders, by way of a public offer or a private placement as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code. Under this authorisation, for issues representing up to 10% of the Company’s share capital in any given 12-month period, the Board was entitled not to apply the pricing conditions specified in the resolutions concerned and to set the issue price of the securities at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date, less a discount of up to 20%. This authorisation has not been used. In the 17 th resolution , shareholders are invited to renew this authorisation for a further 26-month period, i.e. to authorise the Board not to apply the pricing conditions set in the fourteenth and fifteenth resolutions and to set the issue price of securities issued in accordance with those resolutions at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date, less a discount of up to 20%. The new authorisation would be subject to the same ceiling of 10% of the Company’s share capital in any given 12-month period.

EIGHTEENTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT OF ANY ISSUES CARRIED OUT PURSUANT TO THE FOURTEENTH, FIFTEENTH OR SIXTEENTH RESOLUTIONS Purpose In the 18 th resolution , shareholders are asked to grant the Board of Directors a 26-month authorisation to increase the amount of issues of ordinary shares or other securities carried out, with or without pre-emptive subscription rights for existing shareholders, pursuant to the fourteenth, fifteenth or sixteenth resolutions, provided that the additional shares or securities issued do not represent more than 15% of the original issue.

NINETEENTH RESOLUTION – BLANKET CEILINGS FOR THE AUTHORISATIONS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL Purpose In the 19 th resolution , shareholders are invited to set an overall ceiling (“blanket ceiling”) for the authorisations given in the above resolutions at the following maximum aggregate nominal amounts:

8

● €4.5 million for capital increases; ● €45 million for debt securities.

189

ASSYSTEM

REGISTRATION DOCUMENT 2017