Assystem - Registration Document 2016

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INFORMATION ABOUT THE COMPANY AND ITS SHARE CAPITAL

GENERAL INFORMATION ABOUT THE ISSUER

No other provision in the Articles of Association affects shareholders’ rights, which can only be amended in accordance with the conditions stipulated by law. Shareholder identification In compliance with the provisions of Article L. 228-2 of the French Commercial Code, the Company may, at any time, ask the central securities clearing body to provide it with the identity of holders of securities carrying immediate or future voting rights at General Meetings as well as the number of securities held by each one, and, where appropriate, the restrictions applicable to any such securities. Material contracts To date, Assystem has not entered into any material contracts, other than those entered into in the ordinary course of its business, that would give rise to a significant obligation or commitment for the whole Group. Dependency Assystem’s business does not currently depend on any patents or production processes belonging to third parties or on any specific procurement contracts. Existence of agreements whose implementation could lead to a change in control of the Company or could have the effect of delaying, postponing or preventing a change in control To the best of the Company’s knowledge, no agreements currently exist whose implementation could result in a change in control. In addition, there are currently no provisions in the Company’s Memorandum or Articles of Association, charter or bylaws, that would have the effect of delaying, postponing or preventing a change in control. Agreements entered into by the Company which would be amended or terminated in the event of a change in control of the Company On 24 January 2017, the Company put in place a new financing arrangement amounting to €280 million and breaking down as (i) an €80 million five-year term loan, and (ii) a €200 million five-year revolving credit facility with two one-year extension options (subject to the lenders’ agreement). The related contract provides that the banking pool can require the full early repayment of any outstanding amounts in the event of a change in control of the Company. For this purpose, a change in control is defined as (i) Dominique Louis ceasing to control HDL, (ii) HDL ceasing to control HDL Development, or (iii) HDL Development ceasing to control Assystem.

Ordinary and Extraordinary General Meetings exercise their respective powers in accordance with the conditions stipulated by law.

Voting rights The Company’s Articles of Association do not provide for any limitations on voting rights. If Assystem shares are held by a legal owner and a beneficial owner, the corresponding voting rights are exercised by the beneficial owner at all Ordinary, Extraordinary or Special General Meetings. Double voting rights All fully-paid shares registered in the name of the same holder for at least two years carry double voting rights. In addition, 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. Double voting rights may be removed by way of a decision by shareholders in an Extraordinary General Meeting and after consultation at a Special Meeting of holders of shares with double voting rights. Double voting rights may be cancelled if the shares concerned are converted to bearer shares or transferred to another shareholder, except if registered shares are transferred to another registered shareholder in the case of inheritance or inter vivos donations to a spouse or other eligible family member (as provided for in Article L. 225-124 of the French Commercial Code). In addition to the applicable statutory disclosure obligations, any physical or legal person, whether acting alone or in concert (within the meaning of Article L. 223-10 of the French Commercial Code), that comes to hold a number of shares representing 2% or more of the Company’s share capital or voting rights or a multiple thereof, is required to inform the Company of the total number of shares and voting rights that they hold, by registered mail with recorded delivery, within four trading days from the crossing of the threshold. The same disclosure formalities must also be followed each time a shareholder’s interest is reduced to below any 2% threshold. In the event of a failure to comply with these disclosure rules, at the request of one or several shareholders with combined holdings representing at least 2% of the Company’s share capital or voting rights (with said request recorded in the minutes of the General Meeting at which the request is made), the shares in excess of the undisclosed threshold will be stripped of voting rights as provided for in Article L. 233-14 of the French Commercial Code. These provisions apply in addition to the statutory disclosure threshold provisions set out in Article L. 233-7 of the French Commercial Code. Disclosure thresholds stipulated in the Company’s Articles of Association

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ASSYSTEM

REGISTRATION DOCUMENT 2016