Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

PURPOSE OF THE PROPOSED RESOLUTIONS

SEVENTEENTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO SET THE ISSUE PRICE OF ORDINARY SHARES OR OTHER SECURITIES At the 16 May 2018 Annual General Meeting, the shareholders granted the Board of Directors a 26-month authorisation to set the issue price of ordinary shares and/or securities carrying rights to shares issued without pre-emptive subscription rights for existing shareholders, by way of a public offer or a private placement as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code. Under this authorisation, for issues representing up to 10% of the Company’s capital in any given 12-month period, the Board was entitled not to apply the pricing conditions specified in the resolutions concerned and to set the issue price of the securities at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date, less a discount of up to 20%. This authorisation has not been used. In the seventeenth resolution , shareholders are invited to renew this authorisation for a further 26-month period, i.e. to authorise the Board not to apply the pricing conditions set in the fourteenth and fifteenth resolutions and to set the issue price of securities issued in accordance with those resolutions at an amount at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the pricing date, less a discount of up to 20%. The new authorisation would be subject to the same ceiling of 10% of the Company’s capital in any given 12-month period.

EIGHTEENTH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE AMOUNT OF ANY ISSUES CARRIED OUT PURSUANT TO THE FOURTEENTH, FIFTEENTH OR SIXTEENTH RESOLUTIONS In the eighteenth resolution , shareholders are asked to grant the Board of Directors a 26-month authorisation to increase the amount of issues of ordinary shares or other securities carried out, with or without pre-emptive subscription rights for existing shareholders, pursuant to the fourteenth, fifteenth or sixteenth resolutions, provided that the additional shares or securities issued do not represent more than 15% of the original issue.

NINETEENTH RESOLUTION – BLANKET CEILINGS FOR THE AUTHORISATIONS GRANTED TO THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL In the nineteenth resolution , shareholders are invited to set an overall ceiling (“blanket ceiling”) for the authorisations given in the above resolutions at the following maximum aggregate nominal amounts:

● €4.5 million for capital increases; ● €45 million for debt securities.

TWENTIETH RESOLUTION – AUTHORISATION FOR THE BOARD OF DIRECTORS TO INCREASE THE COMPANY’S CAPITAL BY CAPITALISING SHARE PREMIUMS, RESERVES, PROFIT OR OTHER ELIGIBLE ITEMS In the twentieth resolution , the Board of Directors is seeking a 26-month authorisation to increase the Company’s capital by a maximum aggregate nominal amount of €15 million by capitalising share premiums, reserves, profit or other eligible items.

7

TWENTY-FIRST RESOLUTION – CONDITIONAL SHARE GRANTS The purpose of the twenty-first resolution is to renew the authorisation given to the Board of Directors in 2018 to carry out conditional share grants to employees and executive officers of the Group with a view to making Assystem’s compensation packages more attractive. The new authorisation would be given for a period of 38 months and the features of the conditional share grants would be as follows:

● beneficiaries: employees and/or executive officers;

● ceiling: 3% of the Company’s capital (2% for executive officers);

● vesting conditions: performance conditions and the requirement for the beneficiary to still form part of the Group on the vesting date; ● vesting period: minimum of one year (minimum of two years for combined vesting period and lock-up period).

181

ASSYSTEM

REGISTRATION DOCUMENT 2018