Assystem - 2018 Register document

7

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

APPROVE the amount rebilled to Assystem by HDL Development for services relating to strategy definition, management, organisation and oversight for the Assystem Group provided by HDL on behalf of HDL Development, under the same financial terms and conditions as those specified in the services agreement signed between HDL and HDL Development on 1 April 2014; corresponding to: ● fixed compensation of €174,000 (excl. VAT) for 2018. APPROVE the Company’s acquisition of Longchamp Advisory. SEVENTH RESOLUTION Approval of the compensation policy applicable to the Chairman & CEO, Dominique Louis Having considered the Board of Directors’ report drawn up in accordance with Article L. 225-37-2 of the French Commercial Code, the shareholders, APPROVE the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the Chairman & CEO’s total compensation and benefits for 2019, as presented in Chapter 4 of the 2018 Registration Document (“Corporate governance report”) in the Section concerning the compensation policy applicable to the Company’s executive officers. EIGHTH RESOLUTION Approval of the compensation policy applicable to the CFO & Deputy CEO, Philippe Chevallier Having considered the Board of Directors’ report drawn up in accordance with Article L. 225-37-2 of the French Commercial Code, the shareholders, APPROVE the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the CFO & Deputy CEO’s total compensation and benefits for 2019, as presented in Chapter 4 of the 2018 Registration Document (“Corporate governance report”) in the Section concerning the compensation policy applicable to the Company’s executive officers. NINTH RESOLUTION Approval of the components of the compensation and benefits paid or awarded for 2018 to the Chairman & CEO, Dominique Louis Having considered the Board of Directors’ management report, in accordance with paragraph II of Article L. 225-100 of the French Commercial Code, the shareholders, APPROVE the fixed, variable and exceptional components of the compensation and benefits paid or awarded for 2018 to the Chairman & CEO, as determined by the Board of Directors in line with the principles and criteria approved by the Company’s shareholders in the seventh resolution of the 16 May 2018 Annual General Meeting, and as presented in Chapter 4 of the 2018 Registration Document (“Corporate governance report”) in the Section entitled “Components of the compensation and benefits paid or awarded for 2018 to Dominique Louis and Philippe Chevallier”.

TENTH RESOLUTION Approval of the components of compensation and benefits paid or awarded for 2018 to the CFO & Deputy CEO, Philippe Chevallier Having considered the Board of Directors’ management report, in accordance with paragraph II of Article L. 225-100 of the French Commercial Code, the shareholders, APPROVE the fixed, variable and exceptional components of the compensation and benefits paid or awarded for 2018 to the CFO & Deputy CEO, as determined by the Board of Directors in line with the principles and criteria approved by the Company’s shareholders in the eighth resolution of the 16 May 2018 Annual General Meeting, and as presented in Chapter 4 of the 2018 Registration Document (“Corporate governance report”) in the Section entitled “Components of the compensation and benefits paid or awarded for 2018 to Dominique Louis and Philippe Chevallier”. Based on the recommendation of the Board of Directors, the shareholders, SET the aggregate amount of directors’ fees for 2019 at €200,000. TWELFTH RESOLUTION Authorisation for the Board of Directors to carry out a share buyback programme Having considered the Board of Directors’ report, the shareholders, GRANT the Board of Directors an authorisation – which may be delegated as provided for by law – to buy back Assystem shares on behalf of the Company, either directly or indirectly, in accordance with Articles L. 225-209 et seq. of the French Commercial Code and market practices approved by the French securities regulator (Autorité des Marchés Financiers – AMF), RESOLVE that under this share buyback programme, shares may be purchased, sold or otherwise transferred by any method in accordance with the applicable stock market regulations and market practices approved by the AMF, and notably: ● through the use of options or other forward financial instruments traded via regulated markets, multilateral trading facilities, systematic internalisers or over the counter, through the allocation of shares on conversion, redemption exchange or exercise of securities carrying rights to the Company’s shares, or by any other method, either directly or via an investment services provider; ● through block trades (without limitation) or via multilateral trading facilities or systematic internalisers, RESOLVE that the shares purchased under the buyback programme may be used for the following purposes: ● to maintain the liquidity of the Company’s shares under a liquidity contract entered into with an investment services provider that complies with a Code of Conduct recognised by the AMF; ● to honour obligations associated with stock option and/or free share/ performance share plans, employee savings schemes or other share ● through public purchase or exchange offers; ELEVENTH RESOLUTION Setting directors’ fees for 2019

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ASSYSTEM

REGISTRATION DOCUMENT 2018

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