ASSYSTEM_Registration_Document_2017

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ANNUAL GENERAL MEETING OF 16 MAY 2018

TEXT OF THE PROPOSED RESOLUTIONS

and criteria set by the Board have been met (notably performance conditions and the condition that the beneficiary remains with the Group during the Vesting Period). The beneficiaries of the vested shares may be required to hold their shares for a period set by the Board of Directors (the “Lock-up Period”) which, combined with the Vesting Period, may not be less than two years. ● Resolve that, as an exception to the above, the shares may vest before the end of the Vesting Period if a beneficiary suffers from a disability classified in the second or third categories provided for in Article L. 341-4 of the French Social Security Code. ● Resolve that in the event of a beneficiary’s death or if a beneficiary suffers from a disability classified in one of the above categories of the French Social Security Code, the vested shares will become freely transferable following a request made by the beneficiary in the event of disability or by his or her heirs in the event of death. ● Resolve that the durations of the Vesting Period and the Lock-up Period will be set by the Board in accordance with the above minimum timeframes. ● Note that, in accordance with Article L. 225-197-1 of the French Commercial Code, in the case of grants of new shares, this resolution automatically entails the waiver by existing shareholders of their pre-emptive rights to subscribe for any such shares and that the corresponding capital increase will take place at the end of the applicable vesting period. ● Note that this resolution automatically entails the waiver by shareholders of their entitlement to the portion of reserves, profit or share premiums that will be capitalised if new shares are issued at the end of the Vesting Period, and that the Board will have full powers to carry out such issues of new shares. ● Grant the Board of Directors full powers – which may be delegated as provided for by law – to use this authorisation and notably to: ● place on record that there are sufficient reserves to pay up the new shares to be granted, and where necessary, at the time of each grant, transfer the amounts necessary for said purpose to a blocked reserve; ● set any eligibility conditions and draw up a list of the names of the beneficiaries and the number of shares that may be granted free of consideration to each beneficiary subject to the above ceilings; ● set any conditions (notably performance and/or presence conditions) that must be met for the shares to vest at the end of the Vesting Period, it being specified that these conditions may vary from one grant and/or one beneficiary to another; ● take the decision to carry out the corresponding capital increase(s) when the shares granted free of consideration correspond to new shares;

● Give full powers to the Board of Directors to use this authorisation and generally take any and all necessary measures and carry out all the formalities required in order to complete each capital increase. ● 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. TWENTY-FIRST RESOLUTION Authorisation for the Board of Directors to grant new or existing shares free of consideration Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-197-1 et seq . of the French Commercial Code, the shareholders: ● Authorise the Board of Directors to grant, on one or more occasions and free of consideration, existing shares (notably treasury shares purchased under a buyback programme) or new shares of the Company, to beneficiaries designated by the Board in accordance with the applicable laws and regulations from among: (i) the employees, or certain categories of employees, of the Company and/or of directly or indirectly related entities or economic interest groupings as defined in Article L. 225-197-2 of the French Commercial Code; or (ii) executive officers of the Company and/or of directly or indirectly related entities as defined in Article L. 225-197-2 of the French Commercial Code. ● Resolve that the total number of free shares granted may not represent more than 3% of the Company’s capital at the grant date, it being specified that: (i) the total number of free shares that may be granted to executive officers that fall within the scope of paragraphs 1 and 2 of Article L. 225-197-1 II of the French Commercial Code may not represent more than 2% of the total number of free shares granted by the Board of Directors under this resolution; (ii) any free shares granted to executive officers who fall within the scope of paragraphs 1 and 2 of Article L. 225-197-1 II of the French Commercial Code will be subject to the terms and conditions set out in Article L. 225-197-6 of said Code; (iii) the Board of Directors may adjust the number of shares granted, subject to the ceiling specified above, following any corporate actions that may be carried out; and (iv) the number of free shares that may be granted under this authorisation will be included in the blanket ceiling set in the twenty-third resolution below, ● Resolve that the shares granted will vest after a period of at least one year (the “Vesting Period”), provided any pre-defined conditions

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ASSYSTEM

REGISTRATION DOCUMENT 2017