Assystem - 2018 Register document

ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

If a Works Council exists, representatives of this Council, appointed in accordance with the French Labour Code, must be invited to all meetings of the Board of Directors. Board meetings are held either at the Company’s registered office or any other venue, either in or outside France. 12.3. At least half of the members of the Board of Directors must be present in order for a Board meeting to be validly constituted. Board decisions are taken by a majority vote, with the Chairman of the meeting having a casting vote in the event of a tied vote. 12.4. If the Board of Directors puts in place a set of Rules of Procedure, said rules may allow directors may take part in Board meetings via videoconference or any other means of telecommunication authorised by the applicable laws and regulations, and in such a case to be deemed present for the purpose of calculating quorum and majorities. However, decisions concerning the matters referred to in Articles L. 232-1 and L. 233-16 of the French Commercial Code may not be voted on in such a manner. 12.5. Each director is provided with all the information required to perform his duties and can ask for any documents he may consider useful. 12.6. Directors may give proxy to another director, by letter, telegram, telex, fax, e-mail or any other electronic means, to represent them at a Board meeting, but no director may hold more than one proxy at any single meeting. 12.7. Copies or extracts of the minutes of Board meetings may be validly certified by the Chairman of the Board of Directors or the Chief Executive Officer, or by a director temporarily acting as Chairman or a duly empowered representative. Article 13 – Powers of the Board of Directors The Board of Directors determines the Company’s business strategy and oversees its implementation. Except for the powers directly vested in shareholders, and within the scope of the corporate purpose, the Board is responsible for dealing with all matters related to the efficient running of the Company and for making all related decisions. In its relations with third parties the Company will be bound by any actions taken by the Board of Directors that fall outside the scope of the Company’s corporate purpose, unless it can be demonstrated that the third party knew – or in light of the circumstances could not have been unaware – that such actions exceeded said scope. Publication of these Articles of Association does not, in itself, constitute adequate proof thereof. The Board of Directors performs any checks and controls that it deems appropriate. In addition, the Board may exercise the special powers vested in it by law. Article 14 – Executive management 14.1. The Company is managed either by the Chairman of the Board of Directors, who then has the title of Chairman and Chief Executive Officer or by another person appointed by the Board of Directors with the title of Chief Executive Officer.

including employee representative directors) still exceeds 12 at the date of said appointment (which must take place within six months of the date on which the twelve-member threshold is exceeded). If, during the term of office of an employee representative director, the total number of Board members falls to twelve or below (not including employee representative directors), the second employee representative director will remain on the Board for the length of their scheduled term of office. In addition to the applicable legal provisions, if no employee representative director is appointed by the employee representative bodies referred to above (irrespective of the reason therefor, but notably due to a delay in such appointment), this will not affect the validity of the decisions of the Board of Directors. Employee representative directors are elected for a three-year term, expiring at the close of the Annual General Meeting called to approve the financial statements for the previous year and held during the year in which the employee representative director’s term of office expires. Employee representative directors may be re-elected. The term of office of an employee representative director will be terminated in advance, in accordance with the applicable laws, if the relevant legal conditions are no longer met. In such a case, the term of office of the employee representative director concerned will cease at the close of the Board of Directors’ meeting at which the Board places on record that the relevant legal conditions are no longer met. If a seat held by an employee representative director falls vacant, that seat will be filled in accordance with Article L. 225-34 of the French Commercial Code. 11.2. Chairman of the Board of Directors The Board of Directors appoints from among its members a Chairman who must be an individual rather than a legal entity. The Board sets the Chairman’s term of office, which may not exceed his term as a director, and may remove him from office at any time. The Board also determines any compensation payable to the Chairman. The Chairman of the Board of Directors is responsible for organising and leading the work of the Board and reports thereon to the shareholders at the Annual General Meeting. He is also tasked with ensuring that the Company’s corporate governance structures function effectively and that directors are in a position to properly perform their duties. No person over the age of seventy-five may serve as Chairman of the Board. If a Chairman in office reaches this age, he will be deemed to have resigned. However, his term of office will continue to run until the next Board meeting after his seventy-fifth birthday, at which a new Chairman will be appointed. Subject to this provision, the Chairman may be re-elected. Article 12 – Meetings of the Board of Directors 12.1. The Board of Directors meets as often as required in the interests of the Company. 12.2. Meetings may be called by any appropriate method, in writing or verbally. The Chief Executive Officer may also request that the Chairman call a Board meeting, specifying an agenda. In addition, directors representing at least one-third of the Board’s members may directly call a Board meeting, in which case they must draw up the agenda.

8

205

ASSYSTEM

REGISTRATION DOCUMENT 2018