Assystem - 2018 Register document

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

Company, in accordance with the applicable laws and regulations; and ● more generally, carry out all measures and formalities required in order to use this authorisation. TWENTY-THIRD RESOLUTION Blanket ceiling for share issues carried out pursuant to the twenty- first resolution (free share grants) and twenty-second resolution (stock warrant issues). Having considered the reports of the Board of Directors and the Statutory Auditors, the shareholders resolve that the aggregate number of (i) the shares issued for the purpose of granting shares free of consideration pursuant to the twenty-first resolution above and (ii) the shares issued on exercise of warrants issued pursuant to the twenty-second resolution above, may not exceed 940,092 shares with a par value of €1 each. This ceiling does not include 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 or other instruments carrying rights to the Company’s shares. TWENTY-FOURTH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital by issuing shares and/or securities carrying rights to the Company’s shares to employees who are members of a company or group employee savings plan Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129-2, L. 225-129-6, L. 225-138 and L. 225-138-1 of the French Commercial Code, the shareholders, GIVE the Board of Directors full powers – in accordance with Articles L. 225-129 and L. 225-138-1 of the French Commercial Code and Articles L. 3332-1 et seq. of the French Labour Code – to increase the Company’s capital on one or more occasions by issuing shares and/ or securities carrying rights to the Company’s shares to employees who are members of an employee savings plan (Plan d’Épargne d’Entreprise) set up by the Company or any French or foreign related entity as defined in Article L. 225-180 of the French Commercial Code and Article L. 3344-1 et seq. of the French Labour Code, subject to a ceiling of 1% of the Company’s capital as at the date this authorisation is used, RESOLVE that the subscription price of the shares or securities carrying rights to shares will be set in accordance with the conditions and ceilings provided for in the applicable laws and regulations, notably Article L. 3332-19 of the French Labour Code,

GRANT the Board of Directors full powers to determine all of the characteristics of the BSA and BSAAR warrants, notably the subscription price – which will be set based on the opinion of an independent valuer by reference to factors influencing their value (such as exercise price, lock-up period, exercise period, triggering threshold and redemption period, interest rate, dividend payment policy, trading price and volatility of the Company’s shares) – as well as the methods of the issue and terms and conditions of the issue contract, RESOLVE that for as long as the Company’s shares are listed on Euronext Paris or another stock market, the exercise price of the BSA and BSAAR warrants – which will be set by the Board of Directors at the issue date – must be at least equal to the weighted average of the prices quoted for the Company’s shares over the twenty trading days preceding the warrant issue date, it being specified that each BSA or BSAAR warrant will be exercisable for one share of the Company, RESOLVE that this authorisation is given for a period of 18 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose, RESOLVE that in accordance with Articles L. 228-91 and L. 225-132 of the French Commercial Code, this authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares issued on exercise of the BSA or BSAAR warrants, GIVE full powers to the Board of Directors – which may be delegated as provided for by law or the applicable regulations – to: ● issue and allocate the BSA and BSAAR warrants and set their subscription price, exercise conditions and final terms, in accordance with the provisions of this resolution and the ceilings set herein; ● draw up the list of Beneficiaries and determine the number of BSA and/or BSAAR warrants to be granted to each Beneficiary; ● set the issue price of the shares for which the warrants will be exercisable, in accordance with the terms and conditions described above; ● place on record the number of shares issued on exercise of the BSA and BSAAR warrants and undertake, either directly or through an authorised representative, any actions and formalities required to complete any capital increase(s) that may be carried out on exercise of the warrants and amend the Articles of Association to reflect the new capital; ● take all measures required to protect the rights of the holders of BSA and BSAAR warrants in the event of a corporate action relating to the

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ASSYSTEM

REGISTRATION DOCUMENT 2018