ASSYSTEM_Registration_Document_2017

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

as the methods of the issue and terms and conditions of the issue contract. ● Resolve that for as long as the Company’s shares are listed on Euronext Paris or another stock market, the exercise price of the BSA and BSAAR warrants – which will be set by the Board of Directors at the issue date – must be at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the warrant issue date, it being specified that each BSA or BSAAR warrant will be exercisable for one share of the Company. ● Resolve that this authorisation is given for a period of 18 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. ● Resolve that in accordance with Articles L. 228-91 and L. 225-132 of the French Commercial Code, this authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares issued on exercise of the BSA or BSAAR warrants. ● Give full powers to the Board of Directors – which may be delegated as provided for by law or the applicable regulations – to: ● issue and allocate the BSA and BSAAR warrants and set their subscription price, exercise conditions and final terms, in accordance with the provisions of this resolution and the ceilings set herein; ● draw up the list of Beneficiaries and determine the number of BSA and/or BSAAR warrants to be granted to each Beneficiary; ● set the issue price of the shares for which the warrants will be exercisable, in accordance with the terms and conditions described above; ● place on record the number of shares issued on exercise of the BSA and BSAAR warrants and undertake, either directly or through an authorised representative, any actions and formalities required to complete any capital increase(s) that may be carried out on exercise of the warrants and amend the Articles of Association to reflect the new capital; ● take all measures required to protect the rights of the holders of BSA and BSAAR warrants in the event of a corporate action relating to the Company, in accordance with the applicable laws and regulations; and ● more generally, carry out all measures and formalities required in order to use this authorisation. TWENTY-THIRD RESOLUTION Blanket ceiling for share issues carried out pursuant to the twenty-first resolution (free share grants) and twenty-second resolution (stock warrant issues) Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders resolve that the aggregate number of (i) the shares issued for the purpose of granting shares free of consideration pursuant to the twenty-first resolution above and (ii) the shares issued on exercise of warrants issued pursuant to the twenty-second resolution

● acquire any shares required for delivering to beneficiaries when the shares granted free of consideration correspond to existing shares; ● take all necessary measures to ensure that the beneficiaries respect the lock-up period; and ● more generally, do everything required to use this authorisation, in accordance with the applicable legislation. ● Resolve that this authorisation is given for a period of 38 months as from the date of this Meeting. Each year, the Board of Directors will report to the Annual General Meeting on the share grants made during the year pursuant to this resolution, in accordance with Article L. 225-197-4 of the French Commercial Code. TWENTY-SECOND RESOLUTION Authorisation for the Board of Directors to issue stock warrants (BSAAR and/or BSA) to employees and officers of the Company and its subsidiaries, 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. 225-129-2, L. 225-138 and L. 228-91 of the French Commercial Code, the shareholders: ● Grant the Board of Directors an authorisation – which may be delegated as provided for by law – to issue, on one or more occasions, stock warrants (“BSA warrants”) and/or redeemable stock warrants (“BSAAR warrants”). ● Resolve that the aggregate nominal amount of any capital increases carried out as a result of this authorisation, on an immediate or deferred basis, may not exceed €470,046, corresponding to a maximum of 470,046 shares with a par value of €1 each and representing 3% of the Company’s capital. This ceiling does not include the par value of any additional shares to be issued pursuant to the applicable laws and any contractual stipulations to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares. The number of BSA and BSAAR warrants that may be issued under this authorisation will be included in the blanket ceiling set in the twenty-third resolution below. ● Resolve to waive the pre-emptive subscription rights of existing shareholders in favour of the employees and officers of the Company and its French and foreign subsidiaries (the “Beneficiaries”). ● Authorise, in accordance with Article L. 225-128-I of the French Commercial Code, the Board of Directors to draw up the list of Beneficiaries and to set the maximum number of BSA and/or BSAAR warrants that may be subscribed by each Beneficiary. ● Grant the Board of Directors full powers to determine all of the characteristics of the BSA and BSAAR warrants, notably the subscription price which will be set based on the opinion of an independent valuer by reference to factors influencing their value (such as exercise price, lock-up period, exercise period, triggering threshold and redemption period, interest rate, dividend payment policy, trading price and volatility of the Company’s shares) as well

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ASSYSTEM

REGISTRATION DOCUMENT 2017