Assystem - 2018 Register document

7

ANNUAL GENERAL MEETING OF 16 MAY 2019

TEXT OF THE PROPOSED RESOLUTIONS

AUTHORISE the Board of Directors to grant the subscribers, free of consideration, new or existing shares or securities carrying rights to shares, in accordance with Article L. 3332-21 of the French Labour Code. The Board of Directors may (i) use such grants to replace all or part of a discount on the issue price in accordance with the ceilings provided for in the applicable laws and regulations, or (ii) deduct the value of such grants from the total amount of an employer’s top-up payment, or (iii) use both of the possibilities provided for in (i) and (ii), GIVE full powers to the Board of Directors to use this authorisation and to: ● draw up the list of entities whose employees will be entitled to subscribe for the shares or other securities; ● set the seniority conditions required for employees to subscribe for the issue(s), subject to the limits provided for in the applicable laws, and set the maximum number of shares that may be subscribed for by the employees concerned; ● set the number of new shares to be issued and their cum-rights date; ● set the issue price of the new shares in accordance with the applicable laws as well as the period during which employees’ subscription rights may be exercised; ● set the terms and conditions and timeframes for payment of the subscription price;

● place on record the capital increase(s) and amend the Articles of Association to reflect the new capital; ● if it deems it appropriate, charge the issue costs against the related premiums and deduct from the premiums the amount necessary to increase the legal reserve to 10% of the Company’s new capital after each issue; ● carry out any and all actions and formalities required in connection with the capital increase(s). This authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares or other securities issued pursuant to this resolution. 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.

7.3.3

ORDINARY AND EXTRAORDINARY RESOLUTION

TWENTY-FIFTH RESOLUTION Powers to carry out formalities

The shareholders give full powers to the bearer of a copy or extract of the minutes of this Meeting to carry out any and all filing and other formalities required by the applicable law and regulations.

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ASSYSTEM

REGISTRATION DOCUMENT 2018

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