ASSYSTEM_Registration_Document_2017

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

applicable laws and any contractual stipulations to protect the rights of existing holders of securities and other instruments carrying rights to the Company’s shares. ● Resolve that any capital increases carried out pursuant to this resolution will be included in the blanket ceiling set in the nineteenth resolution below. ● Resolve that the aggregate nominal amount of debt securities that may be issued pursuant to this authorisation may not exceed €45,000,000, 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 to waive shareholders’ pre-emptive rights to subscribe for the ordinary shares and/or other securities issued pursuant to this authorisation, in accordance with the applicable legislation. ● 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 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 this authorisation is given for a period of 26 months as from the date of this Meeting and supersedes any authorisation previously granted for the same purpose. SIXTEENTH 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, by way of a private placement as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code, without 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, L. 225-129-2, L. 225-129-4, L. 225-135, L. 225-136 and L. 228-91 et seq . of the French Commercial Code and paragraph II of Article L. 411-2 of the French Monetary and Financial 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 and without pre-emptive subscription rights for existing shareholders, (i) ordinary shares of the Company, and/or (ii) or 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 issue(s) carried out pursuant to this resolution may form part of a private placement as defined in paragraph II of Article L. 411-2 of the French Monetary and Financial Code (i.e. an offer to qualified investors or a restricted group of investors). ● Resolve that the aggregate nominal amount of any capital increases carried out pursuant to this authorisation – on an immediate or deferred basis – may not exceed either (i) €1,500,000, or (ii) the ceiling provided for in the laws and regulations in force at the date of the issue(s). For information purposes, as at the date of this Meeting, issues of equity securities carried out accordance with paragraph II of Article L. 411-2 of the French Monetary and Financial Code may not exceed 20% of the Company’s capital in any given 12-month period, based on the amount of the capital at the date of the Board’s decision to carry out the issue(s). Neither of these ceilings include the par value of any additional shares to be issued pursuant to the

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ASSYSTEM

REGISTRATION DOCUMENT 2017