Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

NOTE that the total amount of any capital increases carried out using this authorisation may not exceed the amount of the Company’s reserves, share premiums or profit existing at the time of the capital increase(s), RESOLVE that if the Board of Directors uses this authorisation, in compliance with Article L. 225-130 of the French Commercial Code, any rights to fractions of shares will be non-transferable and non-tradable and the corresponding shares will be sold in accordance with the applicable regulations, with the proceeds of such sale allocated to the holders of the rights within the timeframe provided for in the regulations in force at that date, GIVE full powers to the Board of Directors to use this authorisation and generally take any and all necessary measures and carry out all the formalities required in order to complete each capital increase, 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. TWENTY-FIRST RESOLUTION Authorisation for the Board of Directors to grant new or existing shares free of consideration Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-197-1 et seq. of the French Commercial Code, the shareholders, AUTHORISE the Board of Directors to grant, on one or more occasions and free of consideration, existing shares (notably treasury shares purchased under a buyback programme) or new shares of the Company, to beneficiaries designated by the Board in accordance with the applicable laws and regulations from among: (i) the employees, or certain categories of employees, of the Company and/or of directly or indirectly related entities or economic interest groupings as defined in Article L. 225-197-2 of the French Commercial Code; or (Ii) executive officers of the Company and/or of directly or indirectly related entities as defined in Article L. 225-197-2 of the French Commercial Code, RESOLVE that the total number of free shares granted may not represent more than 3% of the Company’s capital at the grant date, it being specified that: (i) the total number of free shares that may be granted to executive officers that fall within the scope of paragraphs 1 and 2 of Article L. 225-197-1 II of the French Commercial Code may not represent more than 2% of the total number of free shares granted by the Board of Directors under this resolution;

NINETEENTH RESOLUTION Blanket ceiling for the authorisations granted to the Board of Directors to increase the Company’s capital Having considered the Board of Directors’ report, the shareholders, RESOLVE that: ● the aggregate nominal amount of any capital increases carried out pursuant to the authorisations granted in the fourteenth, fifteenth, sixteenth and eighteenth resolutions above may not exceed €4,500,000 (or the equivalent of this amount at the issue date for issues denominated in foreign currency). This ceiling does not include the nominal amount of any additional shares or other securities that may be issued pursuant to the applicable laws and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares; ● the aggregate nominal amount of debt securities that may be issued pursuant to the above-mentioned resolutions may not exceed €45,000,000 (or the equivalent of this amount at the issue date for issues denominated in foreign currency). This amount does not include any above-par redemption premiums and does not apply to any debt securities referred to in Articles L. 228-40, L. 228-36-A and paragraph 3 of Article L. 228-92 of the French Commercial Code whose issue may be decided or authorised by the Board of Directors in accordance with either (i) the conditions provided for in Article L. 228-40 of said Code, or (ii) the conditions determined by the Company in compliance with Article L. 228-36-A of said Code. TWENTIETH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital by capitalising share premiums, reserves, profit or other eligible items Having considered the Board of Directors’ report, in accordance with Articles L. 225-129, L. 225-129-2 and L. 225-130 of the French Commercial Code, the shareholders, GRANT the Board of Directors an authorisation – which may be delegated as provided for by law – to increase the Company’s capital on one or several occasions, to be paid up by capitalising all or part of the Company’s reserves, profit or share premiums, and to subsequently issue bonus shares and/or raise the par value of existing shares. The Board of Directors will have full powers to determine the timing and terms and conditions of such capital increase(s), which may not exceed an aggregate amount of €15,000,000. This ceiling (i) is separate from the ceilings set for capital increases carried out pursuant to the other resolutions above, and (ii) does not include the par value of any additional shares to be issued pursuant to the applicable laws and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares,

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ASSYSTEM

REGISTRATION DOCUMENT 2018