Assystem - 2018 Register document

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ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

Officer. If a Deputy Chief Executive Officer is unfairly removed from office he may be entitled to compensation. No person over the age of seventy-five may serve as a Deputy Chief Executive Officer. If a Deputy Chief Executive Officer 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 Deputy Chief Executive Officer will be appointed. If the Chief Executive Officer resigns, is removed from office or is unable to carry his duties, unless otherwise decided by the Board of Directors, the Deputy Chief Executive Officer(s) will remain in office and continue to exercise the same responsibilities until a new Chief Executive Officer is appointed. Article 15 – Non-voting directors Shareholders in an Ordinary General Meeting may elect one or more non-voting directors put forward by the Board of Directors. Non-voting directors may also be appointed directly by the Board of Directors subject to ratification at the following General Shareholders’ Meeting. The maximum number of non-voting directors, who are selected based on their skills and experience, is five. Where the Company has more than one non-voting director, they have the same roles and responsibilities. Non-voting directors are elected for a six-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 non-voting director’s term of office expires. Non-voting directors examine issues submitted to them by the Board for advice. They attend Board meetings and take part in the discussions in an advisory capacity only and their absence at a Board meeting does not affect the validity of any decisions taken at that meeting. Non-voting directors are called to attend Board meetings in the same way as voting directors. The Board may allocate compensation to the non-voting directors out of the total budget for directors’ fees approved at the Annual General Meeting. Article 16 – Agreements requiring approval by the Board of Directors 16.1. Guarantees and endorsements given by the Company are subject to approval by the Board of Directors in accordance with the conditions set down by law. 16.2. Any agreements entered into directly, or through a third party, between the Company and its Chief Executive Officer, a Deputy Chief Executive Officer, a director, a shareholders holding more than 10% of the Company’s voting rights, or if that shareholder is a company, the company that controls the shareholder within the meaning of Article L. 233-3 of the French Commercial Code, are subject to prior approval by the Board of Directors. The same applies to agreements that indirectly concern any one of the aforementioned parties. The Board’s prior approval is also required for any agreements entered into between the Company and another entity if the Company’s Chief Executive Officer or any one of its Deputy Chief Executive Officers or Board members is the owner, a general partner, legal manager, director, member of the Supervisory Board or executive officer of said entity.

The Chief Executive Officer has the broadest powers to act on behalf of the Company in all circumstances, within the scope of the corporate purpose and subject to those powers specifically vested by law in shareholders or the Board of Directors. He represents the Company in its dealings with third parties. In its relations with third parties the Company will be bound by any actions taken by the Chief Executive Officer 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. No person over the age of seventy-five may serve as Chief Executive Officer. If the Chief Executive Officer reaches the age of seventy-five during his term of office he will be automatically 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 Chief Executive Officer will be appointed. The Board of Directors may remove the Chief Executive Officer from office at any time. If he is removed from office unfairly, he may be entitled to compensation unless he is also the Chairman of the Board of Directors. 14.2. The Board of Directors selects one of the two governance options set out in the first paragraph of Article 14.1 above, based on a straight majority of the directors present or represented at the relevant meeting. Shareholders and third parties are then informed of the option selected in accordance with the applicable laws and regulations. The selected governance structure then remains in effect until changed by the Board of Directors or, if the Board so chooses, until the end of the Chief Executive Officer’s term of office. If the Board decides to combine the positions of Chairman and Chief Executive Officer, all of the provisions concerning the Chief Executive Officer apply to the Chairman. In accordance with Article 706–43 of the French Criminal Procedure Code, the Chief Executive Officer may appoint any person of his choosing to represent the Company in any criminal proceedings that may be brought against the Company. 14.3. On the recommendation of the Chief Executive Officer, the Board of Directors may appoint one or one or more individuals holding the title of Deputy Chief Executive Officer to assist the Chief Executive Officer. The Board of Directors, in agreement with the Chief Executive Officer, determines the scope and duration of the Deputy Chief Executive Officer(s) powers and sets the amount of their compensation. When a Deputy Chief Executive Officer is a director, his term as Deputy Chief Executive Officer cannot exceed his term as a director. The Deputy Chief Executive Officer(s) have the same powers as the Chief Executive Officer in relation to dealings with third parties, notably including the power to represent the Company in a court of law. The maximum number of Deputy Chief Executive Officers is five. The Deputy Chief Executive Officer(s) may be removed from office at any time by the Board of Directors, on the proposal of the Chief Executive

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ASSYSTEM

REGISTRATION DOCUMENT 2018