ASSYSTEM_Registration_Document_2017

8

ANNUAL GENERAL MEETING OF 16 MAY 2018

STATUTORY AUDITORS’ REPORTS

above, may not exceed 940,092 shares with a par value of €1 each. This ceiling does not include 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 or other instruments carrying rights to the Company’s shares. TWENTY-FOURTH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital by issuing shares and/or securities carrying rights to the Company’s shares to employees who are members of a company or Group employee savings plan Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129-2, L. 225-129-6, L. 225-138 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 et seq. of the French Labour Code, the shareholders: ● Give the Board of Directors full powers – in accordance with Articles L 225-129 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 et seq. of the French Labour Code – to increase the Company’s capital on one or more occasions by issuing shares and/or securities carrying rights to the Company’s shares to employees who are members of an employee savings plan ( Plan d’Épargne d’Entreprise ) set up by the Company or any French or foreign related entity as defined in Article L 225-180 of the French Commercial Code and Article L 3344-1 et seq. of the French Labour Code, subject to a ceiling of 1% of the Company’s capital as at the date this authorisation is used. ● Resolve that the subscription price of the shares or securities carrying rights to shares will be set in accordance with the conditions and ceilings provided for in the applicable laws and regulations, notably Article L. 3332-19 of the French Labour Code. ● Authorise the Board of Directors to grant the subscribers, free of consideration, new or existing shares or securities carrying rights to shares, in accordance with Article L. 3332-21 of the French Labour Code. The Board of Directors may (i) use such grants to replace all or part of a discount on the issue price in accordance with the ceilings provided for in the applicable laws and regulations, or (ii) deduct the value of such grants from the total amount of an employer’s top-up payment, or (iii) use both of the possibilities provided for in (i) and (ii),

● Give full powers to the Board of Directors to use this authorisation and to: ● draw up the list of entities whose employees will be entitled to subscribe for the shares or other securities; ● set the seniority conditions required for employees to subscribe for the issue(s), subject to the limits provided for in the applicable laws, and set the maximum number of shares that may be subscribed for by the employees concerned; ● set the number of new shares to be issued and their cum-rights date; ● set the issue price of the new shares, in accordance with the applicable laws, as well as the period during which employees’ subscription rights may be exercised; ● set the terms and conditions and timeframes for payment of the subscription price; ● place on record the capital increase(s) and amend the Articles of Association to reflect the new capital; ● if it deems it appropriate, charge the issue costs against the related premiums and deduct from the premiums the amount necessary to increase the legal reserve to 10% of the Company’s new capital after each issue; ● carry out any and all actions and formalities required in connection with the capital increase(s). This authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares or other securities issued pursuant to this resolution. 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-FIFTH RESOLUTION Powers to carry out formalities

The shareholders give full powers to the bearer of an original, extract or copy of the minutes of this Meeting to carry out any and all filing and other formalities required by the applicable law and regulations.

8.4 STATUTORY AUDITORS’ REPORTS

The Statutory Auditors’ reports can be found in Chapter 6, Sections 6.2, 6.3.4 and 6.3.5 of this Registration Document. Additional reports will be available within the legal timeframes on the Company’s website at www.assystem.com in the “Regulated information” section.

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ASSYSTEM

REGISTRATION DOCUMENT 2017