Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

7.3 TEXT OF THE PROPOSED RESOLUTIONS

7.3.1

ORDINARY RESOLUTIONS

FOURTH RESOLUTION Appropriation of 2018 profit and approval of a dividend payment Having noted that: ● the Company’s profit for 2018 totalled €20,727,944.11; and ● the retained earnings account amounts to €396,575,231.68; the shareholders place on record that distributable profit for 2018 totals €417,303,175.79, and in accordance with the Board of Directors’ recommendation, resolve: ● to pay a dividend of €1 per share for 2018, representing an aggregate payout of €15,002,917, based on the shares making up the Company’s capital at 31 March 2019 (excluding the 665,299 shares held in treasury at that date); and ● to appropriate he balance of distributable profit to the retained earnings account, which will subsequently amount to €381,572,314.68. Consequently, the shareholders give full powers to the Board of Directors to proceed with the above dividend payment by 30 June 2019 at the latest. At the time of the dividend payment, the amount actually paid out will be calculated taking into account the exact number of treasury shares bought back under the share buyback programme. If the number of treasury shares held at the date of the dividend payment is not the same as at 31 March 2019, the difference will be accounted for by increasing or decreasing the amount allocated to the retained earnings account. The dividends paid for the last three years were as follows (information disclosed in accordance with Article 243 bis of the French General Tax Code).

FIRST RESOLUTION Approval of the parent company financial statements for the year ended 31 December 2018 Having considered the Board of Directors’ management report and the Statutory Auditors’ report on the parent company financial statements, the shareholders, APPROVE the parent company financial statements for the year ended 31 December 2018, as presented, together with the transactions reflected in said financial statements and summarised in said reports, APPROVE the amount of non-tax-deductible expenses referred to in the Board of Directors’ report, corresponding to €27,616. SECOND RESOLUTION Approval of the consolidated financial statements for the year ended 31 December 2018 Having considered the Board of Directors’ management report and the Statutory Auditors’ report on the consolidated financial statements, the shareholders, APPROVE the consolidated financial statements for the year ended 31 December 2018, as presented, together with the transactions reflected in said financial statements and summarised in said reports. THIRD RESOLUTION Discharge given to the Board of Directors for its duties performed in 2018 The shareholders give full discharge to the members of the Board of Directors for the performance of their duties in the year ended 31 December 2018.

Amounts eligible for tax relief Dividends

Year

Other distributed profit

2015 2016 2017

€0.80/share

None None None

€1/share €1/share

7

FIFTH RESOLUTION Ratification of the decision to relocate the Company’s registered office Having considered the Board of Directors’ report, the shareholders ratify the decision taken by the Board 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

Having considered the Statutory Auditors’ special report on related-party agreements and commitments governed by Articles L. 225-38 et seq. of the French Commercial Code, the shareholders, PLACE on record said report,

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ASSYSTEM

REGISTRATION DOCUMENT 2018