Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

PURPOSE OF THE PROPOSED RESOLUTIONS

7.2 PURPOSE OF THE PROPOSED RESOLUTIONS

7.2.1

ORDINARY RESOLUTIONS

FIRST, SECOND AND THIRD RESOLUTIONS – APPROVAL OF THE 2018 FINANCIAL STATEMENTS In the first, second and third resolutions , shareholders are invited to approve Assystem’s parent company and consolidated financial statements for the year ended 31 December 2018 and to give full discharge to the Board of Directors for the performance of its duties in 2018.

FOURTH RESOLUTION – APPROPRIATION OF PROFIT AND APPROVAL OF A DIVIDEND PAYMENT In the fourth resolution , shareholders are invited to appropriate the Company’s profit for the year ended 31 December 2018 and to approve a dividend payment of €1 per share.

FIFTH RESOLUTION – RATIFICATION OF THE DECISION TO RELOCATE THE COMPANY’S REGISTERED OFFICE In the fifth resolution , shareholders are asked to ratify the Board of Directors’ decision, taken at its meeting on 7 November 2018, to relocate the Company’s registered office to 9-11, allée de l’Arche, La Défense, 92400 Courbevoie, France.

SIXTH RESOLUTION – APPROVAL OF RELATED-PARTY AGREEMENTS i) Following the formation of HDL Development and its successful takeover bid for Assystem shares, on 1 April 2014 HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy definition, management, organisation and oversight for the Assystem Group. Another related-party agreement was also signed between HDL Development and Assystem SA concerning the rebilling of these services. At its meetings on 15 March 2018 and 6 September 2018, the Board of Directors authorised the signature of two riders (riders 2 and 3) to this rebilling agreement in view of the scale of the strategic services provided. The two riders stated that the services provided in 2018 would be remunerated as follows: ● a variable portion representing a maximum annual amount of €800,000 (excl. VAT), compared with the maximum annual amount of €817,800 (excl. VAT) that was previously applicable. The new variable portion was entirely based on Assystem’s consolidated EBITA (including the share of profit of equity-accounted investees but excluding Expleo Group) expressed as a percentage of revenue. The amount payable based on this criterion was to be determined on a straight-line basis between a floor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). At its meeting on 13 March 2019, based on an analysis of the applicable criterion, the Board decided not to award the variable portion to HDL Development for 2018. ii) On 5 December 2017, the Company announced that it had reinforced its positions in the Life Sciences sector by acquiring a controlling interest in the Belgian consulting firm, The Biotech Quality Group. As part of its measures to restructure its Life Sciences activities, and in order to carry out a transfer of Assystem Engineering & Operation Services’ Life Sciences business at actual value in accordance with the specific tax regime applicable to demergers in France, the Company decided to purchase Longchamp Advisory, a French simplified joint stock company with share capital of €10,000, registered with the Nanterre Trade and Companies Registry under number 794 087 502; ● a fixed portion of €174,000 (excl. VAT), i.e. 50% of the annual amount previously applicable;

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ASSYSTEM

REGISTRATION DOCUMENT 2018