ASSYSTEM_Registration_Document_2017

ANNUAL GENERAL MEETING OF 16 MAY 2018 PURPOSE OF THE PROPOSED RESOLUTIONS

8.2 PURPOSE OF THE PROPOSED RESOLUTIONS

8.2.1

ORDINARY RESOLUTIONS

FIRST, SECOND AND THIRD RESOLUTIONS – APPROVAL OF THE 2017 FINANCIAL STATEMENTS Purpose

In the 1 st , 2 nd and 3 rd resolutions , shareholders are invited to approve Assystem’s parent company and consolidated financial statements for the year ended 31 December 2017 and to give full discharge to the Board of Directors for the performance of its duties in 2017.

FOURTH RESOLUTION – APPROPRIATION OF PROFIT AND APPROVAL OF A DIVIDEND PAYMENT Purpose In the 4 th resolution , shareholders are invited to appropriate the Company’s profit for the year ended 31 December 2017 and to approve a dividend payment of €1 per share.

FIFTH RESOLUTION – RATIFICATION OF THE BOARD’S APPOINTMENT OF A DIRECTOR Purpose

In the 5 th resolution , the Board of Directors is asking shareholders to ratify its 30 November 2017 appointment of Tikehau Capital as a director to replace Salvepar (following Salvepar’s merger into Tikehau Capital), for the remainder of Salvepar’s term, which expires at the close of the Annual General Meeting to be held to approve the 2019 financial statements.

SIXTH RESOLUTION – APPROVAL OF A RELATED-PARTY AGREEMENT Purpose Following the formation of HDL Development and its successful takeover bid for Assystem shares, two related party agreements were signed: ● On 1 April 2014, HDL and HDL Development signed a services agreement in relation to HDL's compensation in its capacity as Chair of HDL Development. HDL was paid €200,000 under this agreement in 2017. ● On 1 April 2014, HDL and HDL Development signed a services agreement under which HDL undertook to provide services to HDL Development involving strategy definition, management, organisation and oversight for the Assystem Group. This second agreement – which was amended on 1 October 2014, 29 April 2015 and 7 March 2017 – provided for the payment of €348,000 in fixed compensation to HDL for 2017. In addition to this fixed compensation, HDL was entitled to variable compensation representing up to €817,800, based on (i) Assystem's consolidated EBITA (75% weighting) and (ii) Assystem's free cash flow (25% weighting). The amount payable based on each of these criteria was determined on a straight-line basis between a floor (i.e. the level below which the criterion is deemed not to have been met) and a cap (i.e. the level at which the criterion is deemed to have been fully met). ● EBITA corresponds to operating profit before share-based payment expense (free shares/performance shares and stock options), acquisition costs, capital gains and losses arising on business divestments, and non-recurring items (i.e. income and expenses related to unusual, atypical and infrequent events). ● Free cash flow corresponds to net cash generated from operating activities less capital expenditure, net of disposals and excluding cash generated by discontinued operations. However, in view of the transfer of control of the GPS division that took place on 28 September 2017 (see Chapter 1), these criteria were automatically rendered null and void. Consequently, at its meeting on 15 March 2018, acting on the recommendation of the Nominations and Compensation Committee and based on Assystem’s financial results for the year, the Board decided to award HDL a gross amount of €280,000 in variable compensation for 2017.

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ASSYSTEM

REGISTRATION DOCUMENT 2017