ASSYSTEM_Registration_Document_2017

8

ANNUAL GENERAL MEETING OF 16 MAY 2018

PURPOSE OF THE PROPOSED RESOLUTIONS

SEVENTH AND EIGHTH RESOLUTIONS – APPROVAL OF THE COMPENSATION POLICIES APPLICABLE TO THE CHAIRMAN & CEO, DOMINIQUE LOUIS, AND THE CFO & DEPUTY CEO, PHILLIPPE CHEVALLIER Purpose In accordance with Article L. 225-37-2 of the French Commercial Code, as introduced by Act no. 2016-1691 dated 9 December 2016, once a year – and each time an executive officer’s term is renewed – a resolution must be submitted at the Annual General Meeting concerning the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of the Chairman, Chief Executive Officer(s) and Deputy Chief Executive Officer(s). Consequently, in the seventh and eighth resolutions, the Board is seeking shareholder approval of the principles and criteria used for determining, allocating and awarding the fixed, variable and exceptional components making up the total compensation and benefits of Dominique Louis (Chairman & CEO) and Philippe Chevallier (CFO & Deputy CEO) for 2018, as presented in Chapter 2 of this Registration Document.

NINTH AND TENTH RESOLUTIONS – APPROVAL OF THE COMPONENTS OF THE COMPENSATION AND BENEFITS DUE OR AWARDED FOR 2017 TO THE CHAIRMAN & CEO, DOMINIQUE LOUIS, AND THE CFO & DEPUTY CEO, PHILIPPE CHEVALLIER Purpose In the 9 th and 10 th resolutions, the Board is asking shareholders to approve the components of the compensation and benefits due or awarded for 2017 to Dominique Louis, Chairman & CEO, and Philippe Chevallier, CFO & Deputy CEO, as presented in Chapter 2 of this Registration Document.

ELEVENTH RESOLUTION – 2018 DIRECTORS’ FEES Purpose

In the 11 th resolution , the Board is asking shareholders to set the annual aggregate amount of directors’ fees for 2018 at €215,000. This amount takes into consideration the fact that a director representing employees will be appointed to the Board in 2018. The Company does not currently have any directors representing employees. However, following the introduction of the French Act dated 17 August 2015 (the Rebsamen Act), public limited companies in France are now required to have employee representatives on their management bodies. Consequently, following the issue of the Group Works Council’s opinion on the matter on 10 March 2017, during the extraordinary session of the 16 May 2017 Annual General Meeting, the shareholders amended the Company's Articles of Association in order to (i) provide for the Board to include one or more employee representatives, depending on the size of the Board, i.e. one employee representative director if the Board has fewer than 12 members (which is currently the case for Assystem) or two employee representative directors if the Board has more than 12 members, and (ii) set the terms and conditions for appointing the employee representative director(s), namely appointment by the Group Works Council. The director representing employees was supposed to take up office within six months of the 16 May 2017 Annual General Meeting. However, in view of the transfer of control of the GPS division that took place on 28 September 2017 (see Chapter 1 of this Registration Document), the existing Group Works Council was automatically dissolved on 13 September 2017. A new Group Works Council is currently being formed and its scope will include ECP and BGQ which were acquired in late 2017 (see Chapter 1). The Company plans to have an employee representative director on the Board by 30 June 2018. See Chapter 2 of this Registration Document for further information.

186

ASSYSTEM

REGISTRATION DOCUMENT 2017