ASSYSTEM_Registration_Document_2017

8

ANNUAL GENERAL MEETING OF 16 MAY 2018

AGENDA

8.1 AGENDA

8.1.1

ORDINARY BUSINESS

● Fifteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal amount of €3 million by issuing ordinary shares and/or other securities through a public offering, without pre-emptive subscription rights for existing shareholders. ● Sixteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal amount of €1,500,000 by issuing ordinary shares and/or other securities by way of a private placement, as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code, without pre-emptive subscription rights for existing shareholders. ● Seventeenth resolution – Authorisation for the Board of Directors to set the issue price for issues of shares or other securities carried out without pre-emptive subscription rights for existing shareholders, subject to a ceiling of 10% of the Company’s capital. ● Eighteenth resolution – Authorisation for the Board of Directors to increase the number of securities issued in the event of a capital increase carried out using the above authorisations, with or without pre-emptive subscription rights for existing shareholders. ● Nineteenth resolution – Blanket ceilings for issues carried out using the above authorisations. ● Twentieth resolution – Authorisation to increase the Company’s capital by a maximum nominal amount of €15 million by capitalising share premiums, reserves, profit or other eligible items. ● Twenty-first resolution – Authorisation for the Board of Directors to grant new or existing shares free of consideration, in accordance with Articles L. 225-197-1 et seq . of the French Commercial Code. ● Twenty-second resolution – Authorisation for the Board of Directors to issue stock warrants (BSAAR and BSA) to employees and officers of the Company and its subsidiaries, without pre-emptive subscription rights for existing shareholders. ● Twenty-third resolution – Blanket ceiling for issues carried out pursuant to the twenty-first resolution (free share grants) and the twenty-second resolution (stock warrant issues). ● Twenty-fourth resolution – Authorisation to increase the Company’s capital by issuing shares and/or securities carrying rights to the Company’s shares to employees who are members of a company or Group employee savings plan.

● The Board of Directors’ management report, including the report on the Group’s operations in 2017 and the corporate governance report; presentation by the Board of Directors of the parent company and consolidated financial statements for the year ended 31 December 2017. ● Statutory Auditors’ reports on the parent company and consolidated financial statements for the year ended 31 December 2017. ● Statutory Auditors’ reports on Corporate Social Responsibility and the related-party agreements governed by Articles L. 225-38 et seq . of the French Commercial Code. ● First resolution – Approval of the parent company financial statements for the year ended 31 December 2017. ● Second resolution – Approval of the consolidated financial statements for the year ended 31 December 2017. ● Third resolution – Discharge given to the Board of Directors for its duties performed in 2017. ● Fifth resolution – Ratification of the Board’s appointment of a director. ● Sixth resolution – Review of related-party agreements governed by Articles L. 225-38 et seq . of the French Commercial Code. ● Seventh resolution – Approval of the compensation policy applicable to the Chairman & CEO, Dominique Louis. ● Eighth resolution – Approval of the compensation policy applicable to the CFO & Deputy CEO, Philippe Chevallier. ● Ninth resolution – Approval of the components of the compensation and benefits due or awarded for 2017 to the Chairman & CEO, Dominique Louis. ● Tenth resolution – Approval of the components of the compensation and benefits due or awarded for 2017 to the CFO & Deputy CEO, Philippe Chevallier. ● Fourth resolution – Appropriation of 2017 profit.

● Eleventh resolution – Setting directors’ fees for 2018.

● Twelfth resolution – Authorisation for the Board of Directors to carry out a share buyback programme in accordance with Articles L. 225- 209 to L. 225-212 of the French Commercial Code.

8.2.2

EXTRAORDINARY BUSINESS

● Twenty-fifth resolution – Powers to carry out formalities.

● Thirteenth resolution – Authorisation for the Board of Directors to reduce the Company’s capital by cancelling treasury shares. ● Fourteenth resolution – Authorisation for the Board of Directors to increase the Company’s capital by a maximum aggregate nominal amount of €4,500,000 by issuing ordinary shares and/or other securities, with pre-emptive subscription rights for existing shareholders.

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ASSYSTEM

REGISTRATION DOCUMENT 2017