Assystem - 2018 Register document

ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

12 October 2001, in return for the allocation of 11,458 Assystem shares with a par value of €1 per share. After the shareholders approved the value of and remuneration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €11,458. Based on a decision taken by the shareholders at the Extraordinary General Meeting of 30 November 2001, the following shares were contributed to the Company: ● 12,508 Groupe SEO SA shares owned by LRDI, contributed in accordance with the terms and conditions of the asset contribution agreement signed on 19 July 2002, in return for the allocation of 38,468 Assystem shares with a par value of €1 per share. After the shareholders approved the value of and consideration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €38,468. Based on a decision taken by the shareholders at the Extraordinary General Meeting of 30 September 2002, the following shares were contributed to the Company: ● 71,374 SGC SA shares owned by Yves Courdesses and 3,215 SGC SA shares owned by Marie-Claude Courdesses, contributed in accordance with the terms and conditions of the asset contribution agreement signed on 19 July 2002, in return for the allocation of a total of 84,860 Assystem shares with a par value of €1 per share, breaking down as 81,203 shares for Yves Courdesses and 3,657 for Marie-Claude Courdesses. After the shareholders approved the value of and consideration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €84,860. Based on a decision taken by the shareholders at the Extraordinary General Meeting of 30 September 2002, the following shares were contributed to the Company: ● 130 Avance Software Services BV shares owned by Avance Groep BV, 9,440 Avance IT Professionals BV shares owned by Avance Groep BV, 1,180 Avance IT Professionals BV shares owned by Kreuk Beheer BV, and 1,180 Avance IT Professionals BV shares owned by Avance Partners BV; all contributed in accordance with the terms and conditions of the asset contribution agreement signed on 19 July 2002, in return for the allocation of an aggregate 260,000 Assystem shares with a par value of €1 per share; breaking down as 228,000 shares allocated to Avance Groep B.V, 16,000 to Kreuk Beheer BV and 16,000 to Avance Partners BV. After the shareholders approved the value of and consideration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €260,000. Based on a decision taken by the shareholders at the Extraordinary General Meeting of 29 November 2002, the following shares were contributed to the Company: ● 1,250 Technicrea shares owned by Techalpha, contributed in accordance with the terms and conditions of the asset contribution agreement signed on 30 August 2002, in return for the allocation of 56,490 Assystem shares with a par value of €1 per share. After the shareholders approved the value of and consideration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €56,490.

Based on a decision taken by the shareholders at the Extraordinary General Meeting of 29 November 2002, the following shares were contributed to the Company: ● 296 Class A Groupe Conseil OSI shares owned by Alain Sasseville, 76 Class A Groupe Conseil OSI shares owned by Sylvie Sanscartier, 36 Class A shares owned by François Chartrand, 18 Class A shares owned by Heidi Gaudet, 18 Class A shares owned by Nancy Buonocore, and 11 Class A shares owned by Christian Patry; all contributed in accordance with the asset contribution agreement signed on 14 October 2002, in return for the allocation of an aggregate 49,387 Assystem shares with a par value of €1 per share, breaking down as 32,019 shares allocated to Alain Sasseville, 8,233 to Sylvie Sanscartier, 3,951 to François Chartrand, 1,975 to Henri Gaudet, 1,975 to Nancy Buonocore and 1,234 to Christian Patry. After the shareholders approved the value of and consideration for these contributions, based on the Contribution Appraiser’s report, the Company’s share capital was increased by €49,387. Following a decision taken by the shareholders at the Extraordinary General Meeting of 9 February 2004, all of the assets and liabilities of Brime Technologies were merged into Assystem SA, with retroactive effect from 1 January 2004. This merger was completed on 9 February 2004. On that date 1,210,591 new Assystem shares were issued with a par value of €1 each and were allocated to Assystem’s shareholders (other than Brime Technologies), based on a ratio of 20 Assystembrime shares for 7 Assystem shares. ● On 20 January 2005, the Management Board placed on record a capital increase of €116,506 resulting from the issue of 116,506 shares with a par value of €1 each following the exercise of stock options and BSA stock warrants during 2004. ● On 25 April 2005, the Management Board placed on record a capital increase of €188,288 resulting from the issue of 188,288 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010030734 and BSAR FR 0010030726) during the period between 1 January and 13 April 2005. ● On 13 June 2005, the Management Board used the authorisation given at the Extraordinary General Meeting of 9 June 2005, to reduce the Company’s capital by €1,109,231 by cancelling 1,109,231 treasury shares with a par value of €1 each. ● On 16 January 2006, the Management Board placed on record a capital increase of €150,647 resulting from the issue of 150,647 shares with a par value of €1 each, following the exercise of stock options and BSA stock warrants during 2005. ● On 26 June 2006, the Management Board placed on record a capital increase of €30,604 resulting from the issue of 30,604 shares with a par value of €1 each, following the exercise of BSA stock warrants since 1 January 2006. ● On 15 September 2006, the Management Board placed on record a capital increase of €2,446,367 resulting from the issue of 2,446,367 shares with a par value of €1 each. ● On 8 January 2007, the Management Board placed on record a capital increase of €231,448 resulting from the issue of 231,448 shares with a par value of €1 each, following the exercise

8

201

ASSYSTEM

REGISTRATION DOCUMENT 2018