ASSYSTEM_Registration_Document_2017

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

stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares. ● The aggregate nominal amount of debt securities that may be issued pursuant to the above-mentioned resolutions may not exceed €45,000,000 (or the equivalent of this amount at the issue date for issues denominated in foreign currency). This amount does not include any above-par redemption premiums and does not apply to any debt securities referred to in Articles L. 228-40, L. 228-36-A and paragraph 3 of Article L. 228-92 of the French Commercial Code whose issue may be decided or authorised by the Board of Directors in accordance with either (i) the conditions provided for in Article L. 228-40 of said Code, or (ii) the conditions determined by the Company in compliance with Article L. 228-36-A of said Code. TWENTIETH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital by capitalising share premiums, reserves, profit or other eligible items Having considered the Board of Directors’ report, in accordance with Articles L. 225-129, L. 225-129-2 and L. 225-130 of the French Commercial Code, the shareholders: ● Grant the Board of Directors an authorisation – which may be delegated as provided for by law – to increase the Company’s capital on one or several occasions, to be paid up by capitalising all or part of the Company’s reserves, profit or share premiums, and to subsequently issue bonus shares and/or raise the par value of existing shares. The Board of Directors will have full powers to determine the timing and terms and conditions of such capital increase(s), which may not exceed an aggregate amount of €15,000,000. This ceiling (i) is separate from the ceilings set for capital increases carried out pursuant to the other resolutions above, and (ii) does not include the par value of any additional shares to be issued pursuant to the applicable laws and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares. ● Note that the total amount of any capital increases carried out using this authorisation may not exceed the amount of the Company’s reserves, share premiums or profit existing at the time of the capital increase(s). ● Resolve that if the Board of Directors uses this authorisation, in compliance with Article L. 225-130 of the French Commercial Code, any rights to fractions of shares will be non-transferable and non- tradable and the corresponding shares will be sold in accordance with the applicable regulations, with the proceeds of such sale allocated to the holders of the rights within the timeframe provided for in the regulations in force at that date.

EIGHTEENTH RESOLUTION Authorisation for the Board of Directors to increase the number of securities issued in the event of issues carried out pursuant to the fourteenth to sixteenth resolutions above, with or without pre-emptive subscription rights for existing shareholders Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129, L. 225-129-2, L. 225-135-1, L. 228-91, L. 228-92 and L. 228-93 of the French Commercial Code, the shareholders: ● Authorise the Board of Directors to increase the number of securities issued in the event of issues carried out with or without pre-emptive subscription rights pursuant to the fourteenth to sixteenth resolutions above, in accordance with the terms and conditions set out in Article L. 225-135-1 of the French Commercial Code (at the date of this meeting said Article provides that the additional securities must be issued within thirty days of the close of the original subscription period, at the same price as for the original issue, and may not represent more than 15% of the original issue amount). Any shares issued pursuant to this authorisation will rank pari passu with existing shares, except for differences in cum-rights dates. ● Resolve that the nominal amount of any capital increase(s) carried out pursuant to this resolution will be included in the €4,500,000 blanket ceiling for the capital increases that may be carried out under the fourteenth to sixteenth resolutions above. This ceiling does not include the nominal amount of any additional shares or other securities that may be issued pursuant to the applicable laws and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares. ● Note that if the Board of Directors uses this authorisation, it will report thereon at the following Annual General Meeting in accordance with the applicable laws and regulations. ● Resolve that this authorisation is given for a period of 26 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. NINETEENTH RESOLUTION Blanket ceiling for the authorisations granted to the Board of Directors to increase the Company’s capital Having considered the Board of Directors’ report, the shareholders resolve that: ● The aggregate nominal amount of any capital increases carried out pursuant to the authorisations granted in the fourteenth, fifteenth, sixteenth and eighteenth resolutions above may not exceed €4,500,000 (or the equivalent of this amount at the issue date for issues denominated in foreign currency). This ceiling does not include the nominal amount of any additional shares or other securities that may be issued pursuant to the applicable laws and any contractual

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ASSYSTEM

REGISTRATION DOCUMENT 2017