Assystem - 2018 Register document

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ANNUAL GENERAL MEETING OF 16 MAY 2019

PURPOSE OF THE PROPOSED RESOLUTIONS

Longchamp Advisory was 49% owned by Philippe Chevallier, Assystem’s CFO & Deputy CEO, and 51% by Mr. Chevallier’s wife. The acquisition agreement was signed on 22 January 2018. The reasons for signing this agreement were: ● the acquisition price was equal to the value of the net assets of Longchamp Advisory, i.e. €134,614.94, it being specified that Longchamp Advisory did not have any liabilities;

● Assystem needed to acquire this type of entity in order to restructure its Life Sciences activities.

SEVENTH AND EIGHTH RESOLUTIONS – APPROVAL OF THE COMPENSATION POLICIES APPLICABLE TO THE CHAIRMAN & CEO, DOMINIQUE LOUIS, AND THE CFO & DEPUTY CEO, PHILLIPPE CHEVALLIER In accordance with Article L. 225-37-2 of the French Commercial Code, at least once a year a resolution must be submitted for shareholders to approve the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of the Chairman, Chief Executive Officer(s) and Deputy Chief Executive Officer(s). Consequently, in the seventh and eighth resolutions , the Board is seeking shareholder approval of the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO) for 2019, as presented in Chapter 4 of the 2018 Registration Document.

NINTH AND TENTH RESOLUTIONS – APPROVAL OF THE COMPONENTS OF THE COMPENSATION AND BENEFITS PAID OR AWARDED FOR 2018 TO THE CHAIRMAN & CEO, DOMINIQUE LOUIS, AND THE CFO & DEPUTY CEO, PHILIPPE CHEVALLIER In the ninth and tenth resolutions , the Board is asking shareholders to approve the components of the compensation and benefits paid or awarded for 2018 to Dominique Louis, Chairman & CEO, and Philippe Chevallier, CFO & Deputy CEO, as presented in Chapter 4 of the 2018 Registration Document.

ELEVENTH RESOLUTION – 2019 DIRECTORS’ FEES In the eleventh resolution , the Board is asking shareholders to set the annual aggregate amount of directors’ fees for 2019 at €200,000.

TWELFTH RESOLUTION – SHARE BUYBACK PROGRAMME In the twelfth resolution , shareholders are invited to renew, for an 18-month period, the authorisation for the Board of Directors to buy back Assystem shares on behalf of the Company, either directly or indirectly, for a maximum purchase price of €37.5 per share. The total amount that could be invested in this share buyback programme would be €12.5 million and the shares bought back could not exceed 10% of the Company’s capital. The objectives of the share buyback programme are listed in the twelfth resolution below and in the description of the programme that is available on the Company’s website. This new authorisation would supersede the authorisation previously granted for the same purpose.

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ASSYSTEM

REGISTRATION DOCUMENT 2018