Assystem - 2018 Register document

ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

Article 7 – Share capital The Company’s share capital amounts to €15,668,216 represented by 15,668,216 shares with a par value of €1 each, all fully paid up. Fully paid-up shares may be held either in registered or bearer form, at the shareholder’s discretion, subject to compliance with the applicable laws and regulations concerning the form of shares held by certain categories of shareholder. Shares that are not fully paid up must be held in registered form. Shares are recorded in shareholders’ accounts in accordance with the applicable laws and regulations. Title to registered shares is transferred to the shareholder when the shares are registered in the shareholder’s name in the Company’s share register. Article 8 – Share transfers – Identification of shareholders– Disclosure thresholds 8.1. Registered shares may be freely transferred by way of inter-account transfers in accordance with the applicable laws and regulations. 8.2. In accordance with the applicable legal and regulatory conditions, the Company is entitled to request from any competent body or organisation, at any time, in exchange for a fee, the name/ corporate name, nationality/country of domicile and address of holders of securities carrying immediate or deferred voting rights at its General Shareholders’ Meetings, as well as the number of securities held and details of any restrictions applicable to the securities. 8.3. Any individual or legal entity, whether acting alone or in concert, that comes to hold, in any way, within the meaning of Article L. 233-7 et seq. of the French Commercial Code, directly or indirectly, a number of shares representing 2% or more of the Company’s share capital or voting rights, must disclose to the Company the information required under Article L. 233-7-I of the French Commercial Code (notably the total number of shares and voting rights held). Such disclosure must be made by registered letter with recorded delivery, or via any equivalent method for non-French residents, sent to the Company’s registered office within four trading days of the date the threshold is crossed. These disclosure formalities must be followed each time a shareholder’s interest is raised to above or reduced to below any 2% threshold as explained above, including when the shareholder’s interest exceeds 5%. In the event of a failure to comply with these disclosure rules, at the request of one or more shareholders with holdings representing at least 5% of the Company’s share capital or voting rights, the shares in excess of the undisclosed threshold will be stripped of voting rights at all General Shareholders’ Meetings held within two years of the date on which the omission is rectified.

● On 7 November 2014, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €2,215 by issuing 2,215 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 6 January 2015, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €19,227 by issuing 19,227 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 9 February 2015, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €506 by issuing 506 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 1 April 2015, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €11,847 by issuing 11,847 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 6 May 2015, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €1,000 by issuing 1,000 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 5 June 2015, an authorisation given at the Annual General Meeting to increase the Company’s capital by €15,294 by issuing 15,294 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● On 15 July 2015, the Board of Directors used an authorisation given at the Annual General Meeting to increase the Company’s capital by €34,738 by issuing 34,738 shares with a par value of €1 each, following the exercise of stock warrants (BSAR FR 0010630590). ● Following decisions taken by the Board of Directors on 16 October 2017 and the shareholders at the Annual General Meeting of 16 May 2017 and the Extraordinary General Meeting of 22 November 2017, on 21 December 2017, the Chairman & CEO placed on record a €6,550,000 reduction in the Company’s capital. Out of this total (i) €6,000,000 corresponded to the par value of the shares bought back and cancelled under the share buyback offer filed by the Company on 17 October 2017 at a price of €37.50 per share, and (ii) €550,000 corresponded to the par value of 550,000 treasury shares that were cancelled.

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REGISTRATION DOCUMENT 2018