Assystem - 2018 Register document

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ADDITIONAL INFORMATION

ARTICLES OF ASSOCIATION OF ASSYSTEM SA

reserves pursuant to the law or these Articles of Association, and taking into account any unappropriated retained earnings – an interim dividend may be paid prior to the approval of the financial statements for the year. The Board of Directors will set the payment date and amount of any such interim dividends, which may not exceed the amount of the profit as defined above. In such a case, the Board of Directors may not offer the stock dividend option described above. DISSOLUTION – LIQUIDATION Article 23 – Dissolution in advance of term Shareholders in an Extraordinary General Meeting may resolve at any time to dissolve the Company in advance of term. Article 24 – Losses resulting in a reduction in the Company’s equity to below half of the share capital If, as a result of losses recorded in the accounts, the Company’s equity falls below half of the share capital, the Board of Directors must call an Extraordinary General Meeting in order to decide if the Company should be wound up in advance of term. Said meeting must be called within four months of the approval of the accounts in which the losses concerned are recorded, in order to decide whether to dissolve the Company in advance of term. If the Company is not dissolved, its equity must be increased to an amount representing at least half of its share capital by the end of the second financial year following the year during which the above-mentioned losses were recorded. If the Company’s equity is not increased to such a level within this timeframe, subject to the legal minimum share capital requirements relating to sociétés anonymes, the Company must reduce its capital by an amount at least equal to any losses which could not be offset against reserves. If the Extraordinary General Meeting referred to in the first paragraph above is not held or cannot be validly constituted, any interested party may apply to court for the Company to be dissolved. Article 25 – Effects of dissolution If the Company is dissolved, it will be deemed to be in liquidation from the moment of its dissolution, irrespective of the reasons therefor. The Company will retain its legal personality for the purposes of the liquidation, until the liquidation process is completed. During the liquidation process, the shareholders in a General Meeting will retain the same powers as they held during the Company’s existence. The Company’s shares will remain transferrable until the end of the liquidation process. The Company’s dissolution will only be effective for third parties as from the date on which the notice of dissolution is published in the Trade and Companies Registry. Article 26 – Appointment and powers of the liquidators On expiry of the term specified in these Articles of Association, or if the Company is dissolved in advance of term, the shareholders in a General Meeting will decide on the method of liquidation and will appoint one or more liquidators and specify their powers. The liquidators will discharge their duties pursuant to the applicable law. The appointment of the liquidator(s) will lead to the termination of the duties of the directors, Section VI

Copies or extracts of the minutes of General Meetings may be certified by the Chairman of the Board of Directors, a director exercising the duties of Chief Executive Officer, or the meeting Secretary. Ordinary and Extraordinary General Meetings exercise their respective powers in accordance with the conditions stipulated by law.

Section V

RESULTS OF OPERATIONS Article 20 – Financial year The Company’s financial year begins on 1 January and ends on 31 December. Article 21 – Profit – Legal reserve At least five percent (5%) of profit for the year, less any losses carried forward from previous years, must be transferred to the legal reserve, until such time as that reserve represents one tenth of the Company’s share capital. Further transfers must be made on the same basis if the legal reserve falls to below one tenth of the share capital. Profit available for distribution consists of profit for the year plus any retained earnings, less any losses brought forward from previous years and any amounts transferred to the legal reserve as described above. Article 22 – Dividends If the Company’s financial statements, as approved at the Annual General Meeting, show that it has distributable profit for the year, the shareholders decide whether to appropriate that profit to one or more discretionary reserve accounts, to retained earnings or to the payment of a dividend. The shareholders may also resolve to distribute amounts taken from discretionary reserves. In this case, the related resolution must stipulate the reserve accounts from which the dividend is to be deducted. However, dividends must be deducted in priority from distributable profit for the year. The terms and conditions applicable to dividend payments are determined by shareholders in a General Meeting or, failing that, by the Board of Directors. However, dividends must be paid no later than nine months following the end of the relevant financial year. Shareholders at the Annual General Meeting held to approve the financial statements may decide to give each shareholder the option of receiving all or part of their dividend in the form of either cash or shares. Similarly, in accordance with Article L. 232-12 of the French Commercial Code, shareholders in an Ordinary General Meeting may resolve that if the Board of Directors decides to pay an interim dividend, then the Board is authorised to give each shareholder the option of receiving all or part of their interim dividend in the form of either cash or shares. Any stock dividend payment, together with the issue price and terms and conditions for the shares concerned, the stock dividend request and the terms and conditions for carrying out the corresponding capital increase will be governed by the applicable laws and regulations. If the audited annual or interim financial statements show that the Company has generated profit for the period – after deducting depreciation, amortisation and provision expense as well as any losses brought forward from previous years and any amounts to be appropriated to

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ASSYSTEM

REGISTRATION DOCUMENT 2018