ASSYSTEM_Registration_Document_2017

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

In addition, the number of shares purchased for subsequent delivery as payment or in exchange for shares in another company in connection with a merger, demerger or asset transfer may not represent more than 5% of the total number of shares making up the Company’s capital. ● Give full powers to the Board of Directors – which may be delegated as provided for by law – to use this authorisation, and notably to (i) judge the timing of the buyback programme and set the applicable terms and conditions, (ii) place any and all buy and sell orders, (iii) sign any sale or transfer deeds, (iv) enter into any and all agreements, including liquidity contracts and option contracts, (v) allocate the purchased shares to the various specified purposes, (vi) carry out any and all filings with the AMF and any other organisation, and (vii) generally do whatever is necessary. This authorisation is given for a period of 18 months as from the date of this Meeting and supersedes the unused portion of any authorisation previously granted to the Board of Directors for the same purpose. THIRTEENTH RESOLUTION Authorisation for the Board of Directors to reduce the Company’s capital by cancelling treasury shares Having considered the reports of the Board of Directors and the Statutory Auditors, and subject to the adoption of the twelfth resolution above, the shareholders: ● Authorise the Board of Directors, in accordance with Article L. 225-209 of the French Commercial Code, to cancel, on one or more occasions, all or some of the Assystem shares bought back by the Company, and to reduce the Company’s capital accordingly. The total number of shares cancelled in any 24-month period may not represent more than 10% of the Company’s capital, as adjusted, where necessary, for any corporate actions carried out subsequent to this Meeting. ● Resolve that any difference between the buyback price and the par value of the cancelled shares will be charged against the share premium account or any other available reserves, including the legal reserve, provided that the legal reserve is not reduced to below 10% of the Company’s capital after the capital reduction. 8.3.2 EXTRAORDINARY RESOLUTIONS

● Resolve that the shares purchased under the buyback programme may be used for the following purposes: ● to maintain the liquidity of the Company’s shares under a liquidity contract entered into with an investment services provider that complies with a Code of Conduct recognised by the AMF; ● to honour obligations associated with stock option and/or free share/performance share plans, employee savings schemes or other share allotments made to employees and officers of the Company or related companies; ● for allocation on exercise of rights attached to securities redeemable, convertible, exchangeable or otherwise exercisable for the Company’s shares; ● to be held and subsequently used in exchange or as payment in connection with external growth transactions, in accordance with market practices approved by the AMF; ● for subsequent cancellation, subject to the adoption of and the conditions set out in the thirteenth resolution below; or ● more generally, for any purpose that may be authorised by law or any market practice that may be permitted by the market authorities in the future, provided that in such a case the Company notifies its shareholders by way of a press release. ● Set the maximum per-share purchase price (excluding fees and transaction costs) at €35 and the maximum amount that the Company may invest in the share buyback programme at €25 million. The maximum per-share purchase price may, however, be adjusted in order to take into account any corporate actions carried out while this authorisation is in force (including a bonus share issue paid up by capitalising reserves or a stock-split or reverse stock-split). ● Resolve that the number of shares purchased under the buyback programme may not exceed 10% of the total number of shares making up the Company’s capital at any given time (as adjusted for any corporate actions carried out subsequent to this Meeting). When shares are bought back to maintain the liquidity of the Company’s shares in compliance with the AMF’s General Regulations, the number of shares taken into account to calculate this 10% ceiling will correspond to the number of shares purchased less the number of shares sold during the period covered by this authorisation.

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REGISTRATION DOCUMENT 2017