Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

issue(s), which may be carried out in France or abroad and may be denominated in euros, foreign currency or any monetary unit determined by reference to a basket of currencies. Except for differences in cum- rights dates any new shares issued pursuant to this resolution will rank pari passu with existing shares. This authorisation may notably be used to issue ordinary shares or securities carrying rights to ordinary shares as payment for securities tendered to the Company as part of a public exchange offer that complies with the conditions set out in Article L. 225-148 of the French Commercial Code (including an offer for securities issued by the Company), EXPRESSLY NOTE that this authorisation may not be used to issue preference shares, RESOLVE that the securities issued pursuant to this authorisation may consist of debt securities, or may be issued jointly with debt securities, or else allow the issue thereof as intermediate securities, RESOLVE to waive shareholders’ pre-emptive rights to subscribe for the ordinary shares and/or other securities to be issued pursuant to this authorisation. However, the Board of Directors may offer existing shareholders a priority right to subscribe for all or part of any issue, for a specified period and subject to terms and conditions to be set by the Board pursuant to Article L. 225-135 of the French Commercial Code. This priority subscription right will not be transferable or tradable and will be exercisable in proportion to shareholders’ existing interests. If certain shareholders elect not to exercise this right, the Board may offer the unsubscribed securities to the other shareholders, NOTE that this authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares to be issued on exercise of the rights to shares attached to any securities issued in accordance with this resolution, RESOLVE that the aggregate nominal amount of any capital increase(s) carried out pursuant to this authorisation – on an immediate or deferred basis – may not exceed €3,000,000. This ceiling does not include the par value of any additional shares that may be issued to protect, in accordance with the applicable laws and any contractual stipulations, the rights of holders of securities and other instruments carrying rights to the Company’s shares, RESOLVE that the above ceiling is included in the blanket ceiling set in the nineteenth resolution below, RESOLVE that the aggregate nominal amount of debt securities carrying rights to shares that may be issued pursuant to this authorisation may not exceed €45,000,000 (or the equivalent of this amount for issues denominated in foreign currency), it being specified that this ceiling: ● is included in the blanket ceiling set in the nineteenth resolution below; and ● is separate to and does not include the amount of any debt securities referred to in Articles L. 228-40, L. 228-36-A and paragraph 3 of ● does not include any above-par redemption premiums;

above-described issue(s), on one or several occasions and at the times and in the amounts it deems appropriate, as well as to suspend any issue where appropriate, enter into any and all agreements in order to complete the planned issue(s), place on record the capital increase(s) resulting from each issue, amend the Company’s Articles of Association to reflect the new capital, and more generally: ● determine, in accordance with the applicable laws, the terms and conditions for making any adjustments to the rights to the Company’s shares attached to the securities issued pursuant to this resolution; ● suspend, where appropriate, the exercise of the rights attached to the securities, for a period not exceeding three months; ● charge any amounts against the share premium account, particularly issuance costs; ● decide on and make any adjustments required in accordance with the applicable laws and regulations and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares; ● take all necessary measures and carry out all the requisite formalities for listing the issued securities on Euronext Paris or any other market on which the Company’s shares are listed at that time, NOTE that if the Board of Directors uses this authorisation, it will report thereon at the following Annual General Meeting in accordance with the applicable laws and regulations, RESOLVE that this authorisation is given for a period of 26 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. FIFTEENTH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital, on an immediate or deferred basis, by issuing ordinary shares and/or equity securities carrying rights to other equity securities of the Company or to the allocation of debt securities and/or securities carrying rights to new shares, by way of a public offer, without pre-emptive subscription rights for existing shareholders Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129 to L. 225-129-6 and Articles L. 225-135 et seq. of the French Commercial Code and notably Articles L. 225-136, L. 225-148 and L. 228-91 et seq., the shareholders, GRANT the Board of Directors an authorisation – which may be delegated as provided for by law – to increase the Company’s capital by issuing, on one or more occasions, by way of a public offer, (i) ordinary shares of the Company, and/or (ii) equity securities carrying rights to other equity securities of the Company or to the allocation of debt securities, and/or (iii) securities (including any and all debt securities) carrying rights to new shares of the Company or of any entity that directly or indirectly owns over half of the Company’s capital or in which the Company directly or indirectly owns over half of the capital. The Board of Directors or its duly authorised representative will have full discretionary powers to determine the amount and timing of such

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ASSYSTEM

REGISTRATION DOCUMENT 2018