Assystem - 2018 Register document

ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

to participate in a General Meeting, their shares must be recorded in their own name or in the name of the bank or broker that manages their securities account by 00:00 (Paris time) on the third business day preceding the Meeting. If the shares are held in registered form they must be recorded in the share register kept by the Company (or its agent) and if they are in bearer form they must be recorded in a bearer share account kept by an accredited intermediary. If a shareholder cannot personally attend a General Meeting, he may select one of the following three options, each subject to the conditions stipulated in the applicable law and regulations: ● appoint a named proxy under the conditions authorised by the applicable law and regulations; Subject to the conditions stipulated by the applicable law and regulations, the Board of Directors may decide that shareholders may participate and vote at General Meetings by videoconference or by any other means of telecommunication that enable them to be identified If the Board of Directors decides to use this option for a General Meeting, the decision must be stated in the preliminary and/or final notice of the meeting concerned. Shareholders taking part in General Meetings by videoconference or by any other means of telecommunication as indicated above, depending on the choice of the Board of Directors, are considered to be in attendance for the purposes of quorum and majority calculations. General Meetings are chaired by the Chairman of the Board of Directors, or in his or her absence, by the Chief Executive Officer, by a Deputy Chief Executive Officer if he or she is a director, or by a director specifically appointed for this purpose by the Board. Failing this, the General Meeting elects its own Chairman. The role of scrutineers at a General Meeting is carried out by the two shareholders present at the meeting who hold or represent the largest number of voting rights and who agree to take on the role. The meeting officers thus appointed then appoint a Secretary, who need not be a shareholder. An attendance register containing all of the information provided for by law is kept for each General Meeting. An Ordinary General Meeting held on first call will only be validly constituted if the shareholders present or represented hold at least one fifth of the shares with voting rights. An Ordinary General Meeting held on second call will be validly constituted irrespective of the number of shareholders present or represented. Resolutions in Ordinary General Meetings are adopted by a straight majority vote of the shareholders present or represented. An Extraordinary General Meeting held on first call will only be validly constituted if the shareholders present or represented hold at least one quarter of the shares with voting rights. An Extraordinary General Meeting held on second call will only be validly constituted if the shareholders present or represented hold at least one fifth of the shares with voting rights. Resolutions in Extraordinary General Meetings are adopted by a two- thirds majority vote of the shareholders present or represented. ● vote remotely ; or ● send a proxy to the Company without indicating a specific named proxy.

In addition the Board’s prior approval is required whenever provided for by law. The above provisions do not apply to (i) agreements relating to routine operations entered into by the Company on arm’s length terms, or (ii) agreements relating to operations entered into between the Company and another entity when either one of the parties directly or indirectly owns all of the share capital of the other party, after deducting the minimum number of shares required to meet the conditions of Article 1832 of the French Civil Code or Articles L. 225-1 and L. 226-1 Other than corporate directors, no director may (i) enter into any form of borrowing agreement with the Company, (ii) be granted any form of current account overdraft or any other overdraft facility or (iii) receive any form of guarantee from the Company for commitments given to third parties. This same prohibition applies to the Chief Executive Officer, the Deputy Chief Executive Officer(s) and the permanent representatives of corporate directors, as well as to the spouses and/or relatives in the direct line of succession of any of the persons referred to in this Article and any intermediaries acting on their behalf. Article 18 – Statutory Auditors The Company’s accounts are audited by one or more Statutory Auditors that meet the legal eligibility conditions. The Company must appoint at least two Statutory Auditors where the legal conditions requiring such multiple appointments are met. Each Statutory Auditor is appointed by the shareholders in an Ordinary General Meeting. Where required by law, the shareholders also appoint one or more Substitute Auditors who will replace the Statutory Auditors in the event that the Statutory Auditors refuse or are unable to carry out their engagement, or in the event of resignation or death. If no Statutory Auditor is appointed by the shareholders at an Ordinary General Meeting, any shareholder may apply to a court of law requesting that such an appointment be made, with the Chairman of the Board called to the court hearing concerned. The term of office of a court-appointed Statutory Auditor will expire when one or more Statutory Auditors are appointed by shareholders at an Ordinary General Meeting. GENERAL SHAREHOLDERS’ MEETINGS Article 19 – Organisation of General Shareholders’ Meetings General Shareholders’ Meetings (“General Meetings”) are called and held in accordance with the conditions set down by law. If the Company wishes to call a General Meeting by electronic telecommunication instead of by post, it must receive the prior agreement from the shareholders concerned, who will provide their e-mail address. General Meetings take place at the Company’s registered office or at any other venue specified in the notice of meeting. The right to participate in General Meetings is governed by the applicable law and regulations. In particular, in order for a shareholder of the French Commercial Code. Article 17 – Prohibited agreements Section IV

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ASSYSTEM

REGISTRATION DOCUMENT 2018