ASSYSTEM_Registration_Document_2017

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ANNUAL GENERAL MEETING OF 16 MAY 2018

PURPOSE OF THE PROPOSED RESOLUTIONS

TWENTIETH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL BY CAPITALISING SHARE PREMIUMS, RESERVES, PROFIT OR OTHER ELIGIBLE ITEMS Purpose In the 20 th resolution , the Board of Directors is seeking a 26-month authorisation to increase the Company’s capital by a maximum aggregate nominal amount of €15 million by capitalising share premiums, reserves, profit or other eligible items.

TWENTY-FIRST RESOLUTION – CONDITIONAL SHARE GRANTS The purpose of the 21 st resolution is to renew the authorisation given to the Board of Directors in 2017 to carry out conditional share grants to employees and executive officers of the Group with a view to making Assystem’s compensation packages more attractive. The new authorisation would be given for a period of 38 months and the features of the conditional share grants would be as follows:

● Beneficiaries: employees and/or executive officers.

● Ceiling: 3% of the Company’s capital (2% for executive officers).

● Vesting conditions: performance conditions and the requirement for the beneficiary to still form part of the Group on the vesting date. ● Vesting period: minimum of one year (minimum of two years for combined vesting period and lock-up period).

TWENTY-SECOND RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO ISSUE STOCK WARRANTS TO EMPLOYEES AND OFFICERS In the 22 nd resolution , the Board of Directors is seeking an 18-month authorisation to issue stock warrants (BSAAR and/or BSA) exercisable for a maximum of 470,046 shares, representing 3% of the Company’s capital.

TWENTY-THIRD RESOLUTION – BLANKET CEILING ON THE NUMBER OF SHARES ISSUED AND/OR ALLOCATED PURSUANT TO THE AUTHORISATIONS GIVEN IN THE TWENTY-FIRST AND TWENTY-SECOND RESOLUTIONS In the 23 rd resolution , shareholders are invited to set an overall ceiling (“blanket ceiling”) on the number of shares issued and/or allocated pursuant to the twenty-first and twenty-second resolutions, corresponding to 940,092 shares with a par value of €1 each.

TWENTY-FOURTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO ISSUE SECURITIES TO MEMBERS OF A COMPANY OR GROUP EMPLOYEE SAVINGS PLAN In the 24 th resolution , the Board of Directors is seeking a 26-month authorisation to carry out one or more capital increases by issuing securities to members of a company or Group savings plan, subject to a ceiling of 1% of the Company’s capital.

TWENTY-FIFTH RESOLUTION – POWERS TO CARRY OUT FORMALITIES Purpose The 25 th resolution is a standard resolution giving the necessary powers to carry out legal filing and other formalities.

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ASSYSTEM

REGISTRATION DOCUMENT 2017