Assystem - 2018 Register document

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ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

Section III

Article 9 – Rights and duties attached to shares The rights and duties attached to shares are transferred with title to the shares, including any due and unpaid and future dividends, as well as the proportion of reserves and provisions attached to the shares concerned. Share ownership automatically requires shareholders to comply with these Articles of Association and the decisions taken in General Shareholders’ Meetings. The voting rights attached to shares are proportional to the share capital that the shares represent and each share carries at least one voting right, subject to the provisions of the applicable laws and regulations. However, all fully-paid shares registered in the name of the same holder for at least two years carry double voting rights. In the event of a capital increase carried out by capitalising reserves, profit or share premiums, the bonus shares allotted in respect of registered shares carrying double voting rights will also carry double voting rights as from the date of issue. Each share entitles its holder to a portion of the Company’s profits, net assets and any liquidation surplus equal to the proportion of the number and par value of existing shares held by the shareholder concerned. When it is necessary to hold a certain number of shares (which may or may not be preference shares) or other securities in order to exercise a particular right, holders of fewer than the number of shares or other securities required to exercise the rights concerned will be personally responsible for obtaining the necessary number. Article 10 – Paying up shares The amounts payable in cash for shares issued as part of a capital increase will be paid up in accordance with the terms and conditions set by shareholders in an Extraordinary General Meeting. The initial amount paid up at the time of the issue may not be less than one quarter of the shares’ aggregate par value, and must include the full amount of any issue premium. Any remaining sums to be paid for shares will be called by the Board of Directors, on one or more occasions, within five years of the completion date of the capital increase concerned. Each shareholder will be informed of the amounts called, and the date by which they must be paid, at least fifteen days before the corresponding payment date. Any shareholder who does not pay up their shares by the required date(s) will be automatically subject to late payment interest, calculated as from the due date of the payment concerned based on a 365- day year. Said late payment interest will be calculated at the legal commercial rate plus three points, without prejudice to any legal action that the Company may take against the defaulting shareholder and any enforcement measures provided for by law.

ADMINISTRATION OF THE COMPANY Article 11 – Board of Directors 11.1.

Membership structure of the Board of Directors The Company is administered by a Board of Directors comprising individuals or legal entities, whose number will be set by the shareholders in an Ordinary General Meeting in accordance with the applicable law. When a legal entity is elected as a director (a “corporate director”), said entity must appoint an individual as its permanent representative on the Board of Directors. In such a case, the term of office of the permanent representative will be the same as for the corporate director he represents. If a corporate director removes its permanent representative from office, it is required to immediately appoint a replacement. The same requirements apply in the event of death or resignation of a permanent representative. Directors are elected for a term of three years. A director’s duties cease at the end of the Annual General Meeting called to approve the financial statements for the previous year and held during the year in which the director’s term of office expires. Directors may be re-elected for an unlimited number of successive terms and may be removed from office at any time by way of a decision taken in a General Shareholders’ Meeting. If one or more seats on the Board fall vacant between two General Shareholders’ Meetings due to the death or resignation of a director, the Board may appoint replacement directors on a temporary basis. Such appointments are subject to ratification at the next Ordinary General Meeting. If the Board’s appointment of a director is not ratified by the shareholders, the actions and decisions made by the Board including that director will nevertheless remain valid. If the number of directors falls below the legal minimum requirement, the remaining Board members must immediately call an Ordinary General Meeting in order increase the number of directors to the legal minimum. Persons on the Company’s payroll may be elected as directors, provided they are effectively employed by the Company. Such employee directors will not lose the benefits of their employment contract. However, the number of directors holding an employment contract may not exceed one third of the members of the Board. The number of directors over the age of seventy-five may not represent more than one third of the members of the Board. If this proportion is exceeded during the term of office of a director, the oldest directors will be automatically deemed to have resigned at the close of the following Annual General Meeting. If the total number of Board members is twelve or lower, one director representing employees must be appointed by the Group Works Council. If the total number of Board members (not including the employee representative director) is increased to more than twelve, then a second employee representative director must be appointed by the Group Works Council or, the European Works Council if such a council exists, provided that the total number of Board members (not

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ASSYSTEM

REGISTRATION DOCUMENT 2018