Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

PURPOSE OF THE PROPOSED RESOLUTIONS

7.2.2

EXTRAORDINARY RESOLUTIONS

SUMMARY TABLE OF AUTHORISATIONS SOUGHT AT THE 16 MAY 2019 AGM

Authorisation

Ceiling

Duration (expiry date)

To reduce the Company’s capital through the cancellation of shares purchased under share buyback programmes (13 th resolution) To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, with pre-emptive subscription rights (14 th resolution) To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, without pre-emptive subscription rights (15 th resolution) To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares, without pre-emptive subscription rights, by way of a private placement. (16 th resolution) To set the issue price for issues of shares and/or securities carrying rights to shares carried out without pre-emptive subscription rights, subject to a ceiling of 10% of the Company’s capital as well as the ceilings provided for at the AGM. (17 th resolution) To increase the amount of issues carried out with or without pre-emptive subscription rights pursuant to the 14 th to 16 th resolutions. (18 th resolution) To set a blanket ceiling for the overall amount by which the Company’s capital may be increased (pursuant to the 14 th , 15 th , 16 th and 18 th resolutions). (19 th resolution)

Cancellation capped at 10% of the shares making up the Company’s share capital at the transaction date Maximum nominal amount of capital increase(s): €4.5 million

18 months (up to 16/11/2020)

26 months (up to 16/07/2021)

Maximum nominal amount of capital increase(s): €3 million

26 months (up to 16/07/2021)

Maximum nominal amount of capital increase(s): €1.5 million

26 months (up to 16/07/2021)

10% of the Company’s capital per 12-month period, and subject to the ceilings provided for at the AGM Up to 15% of the original issue €4.5 million maximum nominal amount for issues of shares and €45 million maximum nominal amount for issues of debt securities Maximum nominal amount of capital increase(s): €15 million 3% increase in the nominal amount of the Company’s capital at the award date

26 months (up to 16/07/2021)

26 months (up to 16/07/2021)

26 months (up to 16/07/2021)

26 months (up to 16/07/2021)

To increase the Company’s capital by capitalising share premiums, reserves, profit or other eligible items. (20 th resolution)

38 months (up to 16/07/2022)

To award free shares/performance shares (existing or newly-issued shares) (21 st resolution)

€470,046 increase in the nominal amount of the Company’s capital

18 months (up to 16/11/2020)

To issue BSAAR or BSA stock warrants (without pre-emptive subscription rights) to employees and officers of the Company and its subsidiaries (22 nd resolution) To set a blanket ceiling on the issues carried out pursuant to the 21 st and 22 nd resolutions. (23 rd resolution) To increase the Company’s capital through the issuance of shares and/or securities carrying rights to shares for members of a company or Group savings plan. (24 th resolution)

Ceiling: 940,092 shares

Same period as that in the resolution concerned

Maximum nominal amount of 1% of the Company’s capital at the issue date

26 months (up to 16/07/2021)

THIRTEENTH RESOLUTION – AUTHORISATION TO REDUCE THE COMPANY’S CAPITAL BY CANCELLING TREASURY SHARES At the 16 May 2018 Annual General Meeting, the shareholders authorised the Board of Directors to cancel, on one or more occasions and at its sole discretion, all of some of the Assystem shares purchased under the share buyback programme and to reduce the Company’s capital accordingly. The ceiling on the number of shares cancelled pursuant to this authorisation was 10% of the Company’s capital. In the thirteenth resolution , shareholders are asked to renew this authorisation for a period of 18 months. Under the new authorisation, the total number of shares cancelled in any 24-month period may not represent more than 10% of the Company’s capital (as adjusted for any corporate actions carried out subsequent to this Meeting).

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ASSYSTEM

REGISTRATION DOCUMENT 2018