ASSYSTEM_Registration_Document_2017

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

8.3 TEXT OF THE PROPOSED RESOLUTIONS

8.3.1

ORDINARY RESOLUTIONS

FOURTH RESOLUTION Appropriation of 2017 profit and approval of a dividend payment Having noted that: ● the Company’s profit for 2017 totalled €387,767,535.39; and ● the retained earnings account amounts to €23,888,419.29; the shareholders place on record that distributable profit for 2017 totals €411,655,954.68, and in accordance with the Board of Directors’ recommendation, resolve: ● to pay a dividend of €1 per share for 2017, representing an aggregate payout of €15,143,811 based on the shares making up the Company’s capital at 31 March 2018 (excluding the 524,405 shares held in treasury at that date); and ● to appropriate the balance of distributable profit to the retained earnings account, which will subsequently amount to €396,512,143.68. Consequently, the shareholders give full powers to the Board of Directors to proceed with the above dividend payment by 30 June 2018 at the latest. At the time of the dividend payment, the amount actually paid out will be calculated taking into account the exact number of treasury shares bought back under the share buyback programme. If the number of treasury shares held at the date of the dividend payment is not the same as at 31 March 2018, the difference will be accounted for by increasing or decreasing the amount allocated to the retained earnings account. The dividends paid for the last three years were as follows (information disclosed in accordance with Article 243 bis of the French General Tax Code).

FIRST RESOLUTION Approval of the parent company financial statements for the year ended 31 December 2017 Having considered the Board of Directors’ management report and the Statutory Auditors’ report on the parent company financial statements, the shareholders: ● approve the parent company financial statements for the year ended 31 December 2017, as presented, together with the transactions reflected in said financial statements and summarised in said reports; ● approve the amount of non-tax-deductible expenses referred to in the Board of Directors’ report, corresponding to €26,209. SECOND RESOLUTION Approval of the consolidated financial statements for the year ended 31 December 2017 Having considered the Board of Directors’ management report and the Statutory Auditors’ report on the consolidated financial statements, the shareholders: ● approve the consolidated financial statements for the year ended 31 December 2017, as presented, together with the transactions reflected in said financial statements and summarised in said reports. THIRD RESOLUTION Discharge given to the Board of Directors for its duties performed in 2017 The shareholders give full discharge to the members of the Board of Directors for the performance of their duties in the year ended 31 December 2017.

Amounts eligible for tax relief Dividends

Year

Other distributed profit

2014 2015 2016

€0.75/share

None None None

€0.80 per share

€1 per share

FIFTH RESOLUTION Ratification of the Board’s appointment of a director

Tikehau Capital will replace Salvepar (following Salvepar’s merger into Tikehau Capital) for Salvepar’s remaining term of office, which expires at the Annual General Meeting to be called to approve the 2019 financial statements.

Having considered the Board of Directors’ report, the shareholders ratify the decision taken by the Board on 30 November 2017 to appoint as a director Tikehau Capital – a partnership limited by shares whose registered office is located at 32, rue de Monceau, 75008 Paris, France and which is registered under no. 477 599 104 – represented by Vincent Favier (as permanent representative).

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ASSYSTEM

REGISTRATION DOCUMENT 2017