ASSYSTEM_Registration_Document_2017

8

ANNUAL GENERAL MEETING OF 16 MAY 2018

TEXT OF THE PROPOSED RESOLUTIONS

at the time of issue plus the amount to be received on conversion, exchange, redemption or exercise of said rights is, for each share issued, at least equal to the issue price defined above. ● Resolve that the Board of Directors will have full powers – which may be delegated as provided for by law – to use this authorisation in accordance with the conditions set by law and the Company’s Articles of Association, and notably to: ● determine the timing and other terms of the issue(s), including the type and characteristics of the securities to be issued (either with or without a premium); ● set (i) the amounts of the issue(s), (ii) the cum-rights date (which may be retroactive) of the issued securities and the method by which they will be paid up, and (iii) the terms and conditions for exercising the rights attached to shares and/or securities carrying rights to shares (i.e. any exchange, conversion, redemption or allocation rights); ● decide on and make any adjustments required in accordance with the applicable laws and regulations and any contractual stipulations in order to protect the rights of holders of securities and other instruments carrying rights to the Company’s shares; ● suspend, where appropriate, the rights attached to the securities for a period not exceeding three months; ● in the case of securities issued as payment for securities of another company tendered as part of a public exchange offer: – prepare the list of securities tendered to the offer, – set the terms and conditions of issue, the exchange ratio and any balance to be paid in cash, without applying the pricing method described in this resolution, – determine how the securities will be issued, and – more generally, take all necessary measures, enter into any and all agreements, and apply for the admission to trading of the securities issued pursuant to this resolution. ● at its sole discretion, and when it deems appropriate, charge the costs and fees resulting from the capital increase(s) carried out in accordance with this resolution against the related premiums and deduct from said premiums the amounts necessary to increase the legal reserve to 10% of the new capital after each operation; ● take any and all decisions relating to the admission to trading of the issued securities on Euronext Paris; and ● more generally, take all necessary measures, enter into any commitments and carry out any formalities required for the successful completion of the issue(s) and the resulting capital increase(s), and amend the Company’s Articles of Association to reflect the new capital. ● Resolve that the Board of Directors may:

● 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 €3,000,000. This ceiling does 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 holders of securities and other instruments carrying rights to the Company’s shares. ● Resolve that the above ceiling is included in the blanket ceiling set in the nineteenth resolution below, ● Resolve that the aggregate nominal amount of debt securities carrying rights to shares that may be issued pursuant to this authorisation may not exceed €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 if any issue is not taken up in full, the Board of Directors may, in accordance with the law and in the order of its choice, take one or more of the following courses of action provided for in Article L. 225-134 of the French Commercial Code: ● 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 among the investors of its choice; ● offer all or some of the unsubscribed securities on the open market in France and/or abroad. ● Resolve that the issue price of the shares and other securities that may be issued pursuant to this resolution will be set by the Board of Directors in accordance with Article L. 225-136 (paragraph 1) and Article R. 225-119 of the French Commercial Code. For information purposes, as at the date of this Meeting, in accordance with the applicable legislation, the issue price of shares issued pursuant to this resolution must correspond to at least the weighted average of the prices quoted for the Company’s shares over the three trading days preceding the pricing date, less the legally authorised discount (currently 5%) and adjusted for any differences in the cum-rights dates of the new shares. The issue price of securities carrying rights to shares must be set in such a way that the amount received by the Company

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ASSYSTEM

REGISTRATION DOCUMENT 2017