ASSYSTEM_Registration_Document_2017

8

ANNUAL GENERAL MEETING OF 16 MAY 2018

TEXT OF THE PROPOSED RESOLUTIONS

● Grant the Board of Directors full powers – which may be delegated as provided for by law – to carry out the capital reduction(s) by cancelling shares, and notably to (i) determine the amount and terms and conditions of the capital reduction(s), (ii) place on record the capital reduction(s), (iii) charge the difference between the carrying amount of the cancelled shares and their par value against the share premium account or any other available reserves, (iv) more generally, undertake any and all actions, formalities and filings required to complete the capital reduction(s) carried out pursuant to this authorisation, and (v) amend the Company’s Articles of Association to reflect the new capital. This authorisation is given for a period of 18 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. FOURTEENTH RESOLUTION Authorisation for the Board of Directors to increase the Company’s capital, on an immediate or deferred basis, by issuing ordinary shares and/or equity securities carrying rights to other equity securities of the Company or to the allocation of debt securities and/or securities carrying rights to new shares, with pre-emptive subscription rights for existing shareholders Having considered the reports of the Board of Directors and the Statutory Auditors, in accordance with Articles L. 225-129-2, L. 225-129-4, L. 225-134, L. 228-91, L. 228-92 and L. 228-93 of the French Commercial Code, the shareholders: ● Grant the Board of Directors an authorisation – which may be delegated as provided for by law – to increase the Company’s capital by issuing, on one or more occasions, (i) ordinary shares of the Company, and/or (ii) equity securities carrying rights to other equity securities of the Company or to the allocation of debt securities, and/or (iii) securities (including any and all debt securities) carrying rights to new shares of the Company or of any entity that directly or indirectly owns over half of the Company’s capital or in which the Company directly or indirectly owns over half of the capital. The Board of Directors or its duly authorised representative will have full discretionary powers to determine the amount and timing of such issue(s), which may be carried out in France or abroad and may be denominated in euros, foreign currency or any monetary unit determined by reference to a basket of currencies. The issue(s) may be paid up either in cash or by capitalising receivables. ● Expressly note that this authorisation may not be used to issue preference shares. ● Resolve that the aggregate nominal amount of any capital increase(s) carried out pursuant to this authorisation – on an immediate or deferred basis – may not exceed €4,500,000 (or the equivalent of this amount for issues denominated in foreign currency) (representing approximately 30% of the Company’s share capital), it being specified that: ● this ceiling is included in the blanket ceiling set in the nineteenth resolution below; and

● these ceilings do not include the par value of any additional shares that may be issued to protect, in accordance with the applicable laws and any contractual stipulations, the rights of existing holders of securities and other instruments carrying rights to the Company’s shares. ● Resolve that the maximum aggregate nominal amount of debt securities that may be issued pursuant to this authorisation is €45,000,000 (or the equivalent of this amount for issues denominated in foreign currency), it being specified that this ceiling: ● does not include any above-par redemption premiums; ● is included in the blanket ceiling set in the nineteenth resolution below; and ● is separate to and does not include the amount of any debt securities referred to in Articles L. 228-40, L. 228-36-A and paragraph 3 of Article L. 228-92 of the French Commercial Code whose issue may be decided or authorised by the Board of Directors in accordance with either (i) the conditions provided for in Article L. 228-40 of said Code, or (ii) the conditions determined by the Company in compliance with Article L. 228-36-A of said Code. ● Resolve that the shareholders will have pre-emptive rights to subscribe for the ordinary shares and other securities issued pursuant to this resolution, which may be exercised in accordance with the applicable laws and regulations. ● Resolve that if certain shareholders elect not to exercise their pre- emptive rights, the Board of Directors may offer the unsubscribed securities to the other shareholders, with each shareholder having the right to acquire the number of securities applied for unless the issue is oversubscribed, in which case the securities will be allocated pro rata to shareholders’ existing interests. ● Resolve that if any issue is not taken up in full by shareholders exercising their above-mentioned pre-emptive rights, the Board of Directors may take one or more of the following courses of action, in the order of its choice: ● limit the amount of the issue to the subscriptions received, provided that at least three-quarters of the issue is taken up; ● freely allocate all or some of the unsubscribed securities; ● offer all or some of the unsubscribed securities for subscription on the open market. ● Resolve that if warrants to subscribe for the Company’s shares are issued they may be offered for cash subscription or allocated among holders of existing shares without consideration. In the latter case, the Board of Directors will have full discretionary powers to decide that rights to fractions of warrants will be non-transferable and non- tradable and that the corresponding warrants will be sold. ● Note that this authorisation automatically entails the waiver by shareholders of their pre-emptive rights to subscribe for any shares to be issued on exercise of the rights to shares attached to any securities issued in accordance with this resolution.

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ASSYSTEM

REGISTRATION DOCUMENT 2017