ASSYSTEM_Registration_Document_2017

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ANNUAL GENERAL MEETING OF 16 MAY 2018

TEXT OF THE PROPOSED RESOLUTIONS

the Company’s shareholders in the fourteenth resolution of the 16 May 2017 Annual General Meeting, and as presented in Chapter 2 of the 2017 Registration Document (“Corporate Governance”) in the section on the components of the compensation and benefits due or awarded for 2017 to Dominique Louis. TENTH RESOLUTION Approval of the components of compensation and benefits due or awarded for 2017 to the CFO & Deputy CEO, Philippe Chevallier Having considered the Board of Directors’ management report, in accordance with paragraph II of Article L. 225-100 of the French Commercial Code, the shareholders approve the fixed, variable and exceptional components of the compensation and benefits due or awarded for 2017 to the CFO & Deputy CEO, as determined by the Board of Directors in line with the principles and criteria approved by the Company’s shareholders in the fifteenth resolution of the 16 May 2017 Annual General Meeting, and as presented in Chapter 2 of the 2017 Registration Document (“Corporate Governance”) in the section on the components of the compensation and benefits due or awarded for 2017 to Philippe Chevallier. Based on the recommendation of the Board of Directors, the shareholders set the aggregate amount of directors’ fees for 2018 at €215,000. TWELFTH RESOLUTION Authorisation for the Board of Directors to carry out a share buyback programme Having considered the report of the Board of Directors, the shareholders: ● Grant the Board of Directors an authorisation – which may be delegated as provided for by law – to buy back Assystem shares on behalf of the Company, either directly or indirectly, in accordance with Articles L. 225-209 et seq . of the French Commercial Code and market practices approved by the French securities regulator (Autorité des marchés financiers – AMF) ● Resolve that under this share buyback programme, shares may be purchased, sold or otherwise transferred by any method in accordance with the applicable stock market regulations and market practices approved by the AMF, and notably: ● through the use of options or other forward financial instruments traded via regulated markets, multilateral trading facilities, systematic internalisers or over the counter, through the allocation of shares on conversion, redemption exchange or exercise of securities carrying rights to the Company’s shares, or by any other method, either directly or via an investment services provider; ● through block trades (without limitation) or via multilateral trading facilities or systematic internalisers. ● through public purchase or exchange offers; ELEVENTH RESOLUTION Setting directors’ fees for 2018

SIXTH RESOLUTION Approval of a related-party agreement

Having considered the Statutory Auditors’ special report on related-party agreements and commitments governed by Articles L. 225-38 et seq . of the French Commercial Code, the shareholders approve the amounts rebilled to Assystem by HDL Development SAS for services relating to strategy definition, management, organisation and oversight for the Assystem Group provided by HDL SAS on behalf of HDL Development SAS, under the same financial terms and conditions as those specified in the services agreement signed between HDL SAS and HDL Development SAS on 1 April 2014, namely: ● variable compensation of €280 thousand for 2017, calculated based on Assystem’s consolidated EBITA and free cash flow. SEVENTH RESOLUTION Approval of the compensation policy applicable to the Chairman & CEO, Dominique Louis Having considered the Board of Directors’ report drawn up in accordance with Article L. 225-37-2 of the French Commercial Code, the shareholders approve the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the Chairman & CEO’s total compensation and benefits for 2018, as presented in the detailed report set out in Chapter 2 of the 2017 Registration Document (“Corporate Governance”) in the section concerning the compensation policy applicable to the Company’s executive officers. EIGHTH RESOLUTION Approval of the compensation policy applicable to Philippe Chevallier, CFO & Deputy CEO Having considered the Board of Directors’ report drawn up in accordance with Article L. 225-37-2 of the French Commercial Code, the shareholders approve the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the CFO & Deputy CEO’s total compensation and benefits for 2018, as presented in the detailed report set out in Chapter 2 of the 2017 Registration Document (“Corporate Governance”) in the section concerning the compensation policy applicable to the Company’s executive officers. NINTH RESOLUTION Approval of the components of the compensation and benefits due or awarded for 2017 to the Chairman & CEO, Dominique Louis Having considered the Board of Directors’ management report, in accordance with paragraph II of Article L. 225-100 of the French Commercial Code, the shareholders approve the fixed, variable and exceptional components of the compensation and benefits due or awarded for 2017 to the Chairman & CEO, as determined by the Board of Directors in line with the principles and criteria approved by ● fixed compensation of €348 thousand for 2017; and

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ASSYSTEM

REGISTRATION DOCUMENT 2017