ASSYSTEM_Registration_Document_2017

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ANNUAL GENERAL MEETING OF 16 MAY 2018

PURPOSE OF THE PROPOSED RESOLUTIONS

THIRTEENTH RESOLUTION – AUTHORISATION TO REDUCE THE COMPANY'S SHARE CAPITAL BY CANCELLING TREASURY SHARES Purpose At the 16 May 2017 Annual General Meeting, the shareholders authorised the Board of Directors to cancel, on one or more occasions and at its sole discretion, all of some of the Assystem shares purchased under the share buyback programme and to reduce the Company’s capital accordingly. The ceiling on the number of shares cancelled pursuant to this authorisation was 10% of the Company’s capital. This authorisation was used on 21 December 2017 to cancel 550,000 treasury shares as well as 6,000,000 Assystem shares repurchased under the share buyback offer whose settlement-delivery date was 22 December 2017. In the 13 th resolution , shareholders are asked to renew this authorisation for a period of 18 months. Under the new authorisation, the total number of shares cancelled in any 24-month period may not represent more than 10% of the Company’s capital (as adjusted for any corporate actions carried out subsequent to this Meeting). FOURTEENTH RESOLUTION – INCREASING THE COMPANY'S CAPITAL THROUGH THE ISSUANCE OF SHARES AND/OR OTHER SECURITIES, WITH PRE-EMPTIVE SUBSCRIPTION RIGHTS Purpose In order to finance the Group’s expansion capital expenditure, at the 16 May 2017 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €10 million, corresponding to approximately 50% of the total capital at 31 December 2016. This authorisation, which was given for a 26-month period, has not been used. In the 14 th resolution , shareholders are invited to give the Board of Directors a new authorisation to increase the Company’s capital, this time by a maximum nominal amount of €4,500,000, corresponding to approximately 30% of the total capital at 31 December 2017, through the issuance, on one or more occasions, of ordinary shares and/or dilutive hybrid securities. Existing shareholders would have pre-emptive rights to subscribe for the securities issued pursuant to this resolution, pro rata to their existing holdings. This authorisation would be valid for a period of 26 months. FIFTEENTH RESOLUTION – INCREASING THE COMPANY'S CAPITAL THROUGH THE ISSUANCE OF SHARES AND/OR OTHER SECURITIES, WITHOUT PRE-EMPTIVE SUBSCRIPTION RIGHTS Purpose In order to finance the Group’s expansion capital expenditure, at the 16 May 2017 Annual General Meeting the shareholders authorised the Board of Directors to increase the Company’s capital by a maximum nominal amount of €3 million. This authorisation, which was given for a 26-month period, has not been used. In the 15 th resolution , shareholders are invited to renew this authorisation for the Board of Directors to increase the Company’s capital by a maximum nominal amount of €3 million, through the issuance, on one or more occasions, of ordinary shares and/or dilutive hybrid securities, without pre-emptive subscription rights for existing shareholders. This authorisation would be valid for a period of 26 months.

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ASSYSTEM

REGISTRATION DOCUMENT 2017