Assystem - 2018 Register document

7

ANNUAL GENERAL MEETING OF 16 MAY 2019

AGENDA

7.1 AGENDA

7.1.1

ORDINARY BUSINESS

amount of €4.5 million by issuing ordinary shares and/or other securities, with pre-emptive subscription rights for existing shareholders; ● Fifteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal amount of €3 million by issuing ordinary shares and/or other securities through a public offering, without pre-emptive subscription rights for existing shareholders; ● Sixteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal amount of €1.5 million by issuing ordinary shares and/or other securities by way of a private placement, as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code, without pre-emptive subscription rights for existing shareholders; ● Seventeenth resolution – Authorisation for the Board of Directors to set the issue price for issues of shares or other securities carried out without pre-emptive subscription rights for existing shareholders, subject to a ceiling of 10% of the Company’s capital; ● Eighteenth resolution – Authorisation for the Board of Directors to increase the number of securities issued in the event of a capital increase carried out using the above authorisations, with or without pre-emptive subscription rights for existing shareholders; ● Nineteenth resolution – Blanket ceilings for issues carried out using the above authorisations; ● Twentieth resolution – Authorisation to increase the Company’s capital by a maximum nominal amount of €15 million by capitalising share premiums, reserves, profit or other eligible items; ● Twenty-first resolution – Authorisation for the Board of Directors to grant new or existing shares free of consideration, in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code; ● Twenty-second resolution – Authorisation for the Board of Directors to issue stock warrants (BSAAR and BSA) to employees and officers of the Company and its subsidiaries, without pre-emptive subscription rights for existing shareholders; ● Twenty-third resolution – Blanket ceiling for issues carried out pursuant to the twenty-first resolution (free share grants) and the twenty-second resolution (stock warrant issues); ● Twenty-fourth resolution – Authorisation 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.

● The Board of Directors’ management report, including the report on the Group’s operations in 2018 and the corporate governance report; presentation by the Board of Directors of the parent company and consolidated financial statements for the year ended 31 December 2018; ● Statutory Auditors’ reports on the parent company and consolidated financial statements for the year ended 31 December 2018; ● Statutory Auditors’ reports on corporate social responsibility and the related-party agreements governed by Articles L. 225-38 et seq. of the French Commercial Code; ● First resolution – Approval of the parent company financial statements for the year ended 31 December 2018; ● Second resolution – Approval of the consolidated financial statements for the year ended 31 December 2018; ● Third resolution – Discharge given to the Board of Directors for its duties performed in 2018; ● Fifth resolution – Ratification of the decision to relocate the Company’s registered office; ● Sixth resolution – Review and approval of related-party agreements governed by Articles L. 225-38 et seq. of the French Commercial Code; ● Seventh resolution – Approval of the compensation policy applicable to the Chairman & CEO, Dominique Louis; ● Eighth resolution – Approval of the compensation policy applicable to the CFO & Deputy CEO, Philippe Chevallier; ● Ninth resolution – Approval of the components of compensation and benefits paid or awarded for 2018 to the Chairman & CEO, Dominique Louis; ● Tenth resolution – Approval of the components of compensation and benefits paid or awarded for 2018 to the CFO & Deputy CEO, Philippe Chevallier; ● Fourth resolution – Appropriation of 2018 profit;

● Eleventh resolution – Setting directors’ fees for 2019;

● Twelfth resolution – Authorisation for the Board of Directors to carry out a share buyback programme in accordance with Articles L. 225- 209 to L. 225-212 of the French Commercial Code.

7.1.2

EXTRAORDINARY BUSINESS

7.1.3

ORDINARY AND EXTRAORDINARY BUSINESS

● Thirteenth resolution – Authorisation for the Board of Directors to reduce the Company’s capital by cancelling treasury shares; ● Fourteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal

● Twenty-fifth resolution – Powers to carry out formalities.

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ASSYSTEM

REGISTRATION DOCUMENT 2018

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